Agreement
forInternational Cruise Hub Formulationfor
Naha Port(Draft)August 8, 2018

Table of Contents
Article 1. (Purpose and interpretation) ..................................................................................................... 4
Article 2. (Public nature and respect for the object of the Project) .......................................................... 4
Article 3. (Principle of good faith) ........................................................................................................... 4
Article 4. (Outline of the Project) ............................................................................................................. 4
Article 5. (Formulation Plan, etc.) ............................................................................................................ 4
Article 6. (Efforts to stimulate the local economy) .................................................................................. 4
Article 7. (Permits etc. and notifications etc.) .......................................................................................... 5
Article 8. (Allocation of responsibilities) ................................................................................................. 5
Article 9. (Representations and warranties by Party Y) ........................................................................... 5
Article 10. (Treatment of the Site) ............................................................................................................. 6
Article 11. (Conditions Precedent for commencing Preferential Use) ....................................................... 6
Article 12. (Berth Facilities and the Terminal) .......................................................................................... 6
Article 13. (Preferential Use) ..................................................................................................................... 7
Article 14. (Standards regarding the size, structure and usage of Terminal) .............................................. 7
Article 15. (Conditions for lease of the Terminal) ..................................................................................... 7
Article 16. (Development of the Terminal) ................................................................................................ 8
Article 17. (Management of the Terminal) ................................................................................................. 8
Article 18. (Bearing of costs involved in the development and management of the Terminal) ................. 8
Article 19. (Matters regarding the use of the Terminal by Users) .............................................................. 9
Article 20. (Matters regarding the use of the Terminal by persons other than Users) ................................ 9
Article 21. (Principle of allocation of risk)................................................................................................. 9
Article 22. (Measures for changes to the Laws) ......................................................................................... 9
Article 23. (Measures for Force Majeure) ................................................................................................ 10
Article 24. (Measures for Suspension Event) ........................................................................................... 10
Article 25. (Disposition of position under this Agreement and the Terminal) ......................................... 10
Article 26. (Duration of this Agreement) ................................................................................................. 11
Article 27. (Termination of this Agreement on account of Party Y) ........................................................ 11
Article 28. (Termination or expiration of this Agreement on account of Party X) .................................. 12
Article 29. (Termination by mutual agreement) ....................................................................................... 12
Article 30. (Termination of this Agreement prior to the completion of the Terminal) ............................ 12
Article 31. (Handling of the Terminal)..................................................................................................... 12
Article 32. (Changes to this Agreement) .................................................................................................. 12
Article 33. (Liability for damages) ........................................................................................................... 13
Article 34. (Establishment of council)...................................................................................................... 13
Article 35. (Attribution of copyrights, etc.) .............................................................................................. 13
Article 36. (Confidentiality) ..................................................................................................................... 13

Article 37. (Taxes and other public charges) ............................................................................................ 14
Article 38. (Court of jurisdiction) ............................................................................................................. 14
Article 39. (Other matters) ....................................................................................................................... 14
Article 40. (Discussion)............................................................................................................................ 14
Article 41. (Announcement of this Agreement) ....................................................................................... 14

Naha Port Cruise Hub Formulation Agreement
In accordance with the provisions of article 50–18, section 3 of the Port and Harbor Act and the Naha PortInternational Passengers Cruise Ship Hub Formulation Plan (hereinafter referred to as the “Formulation
Plan”), and in order to promote the hosting of international passengers cruise ships, this Agreement isentered into by Party X: Naha Port Authority, which is the port administrator of the international
passengers cruise ships hub formulation port and Party Y:Cruise ship liner, which is the expected terminal
owner etc. (yotei shisetsu shoyuusha tou) set out in article 50-18, section 3 of the Port and Harbor Act ofthe privately-operated international cruise passengers ship acceptance promotion terminal (which is a
privately-operated international cruise passengers ship acceptance promotion terminal to be developed andmanaged by Party Y pursuant to this Agreement; hereinafter referred to as the “Terminal”), in order to set
out such matters that are necessary in relation to the preferential use of the Berth facilities at theinternational passengers cruise ships handling wharf (hereinafter referred to as the “Berthing Facilities”)
and the making available of the Terminal to the general public and the development and management of
the Terminal.
In witness thereof, the parties hereby create two original copies of this document by having their names
and seals placed on, or signing, those copies.
(No further entries.)1Date: Month/Date/Year
Party X: Naha Port Authority_______________________________________XXXXXX
President
Address: 2-1 Tondo-Cho, Naha, Okinawa

2Date: Month/Date/Year
Party Y: Cruise Ship Liner_______________________________________XXXXXX

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Article 1. (Purpose and interpretation)
1. The purpose of this Agreement is to set out matters regarding the Preferential Use of the Berth Facilities
and the development, maintenance and use of the Terminal contemplated by the Formulation Plan.
2. Party X and Party Y shall confirm that the purpose of the Preferential Use of the Berth Facilities at theinternational passengers cruise ships handling wharf, the making available of the Terminal to the generalpublic and the development and management of the Terminal is to strengthen the international
competitiveness of Japan’s tourism and to increase the vitality of the local regions including to stimulate
the local economy by promoting the hosting of international passengers cruise ships through a publicprivate partnership, and both Parties shall implement the Project on this basis.
3. Unless otherwise particularly specified in the main body of this Agreement, the terms used in thisAgreement shall have the meanings ascribed to such terms in Attachment 1.
4. The heading of each Article in this Agreement is provided for convenient reference only and shall nothave any influence on the interpretation of any Article of this Agreement.

Article 2. (Public nature and respect for the object of the Project)1.

Party Y shall duly understand the public nature of the Project and implement the Project by giving
respect for the object of such public nature and taking safety of passengers into consideration.

2. Party X shall duly understand the fact that the Project will be implemented by Party Y, which is a private
business, and shall respect for the object of such fact.

Article 3. (Principle of good faith)
Party X and Party Y shall cooperate with each other and respect for good faith, and shall faithfully
perform this Agreement on an arms-length basis.

Article 4. (Outline of the Project)
1. The Project consists of the Preferential Use of the Berth Facilities and the Terminal
Development/Management Business.
2. Party Y shall, in implementing the Project, comply with this Agreement and observe the Laws.
3. Party X and Party Y shall, unless otherwise agreed, implement the Project in accordance with thefollowing schedule.
Scheduled completion date for the Terminal:●●●

Scheduled Commencement Date:●●●

Article 5. (Formulation Plan, etc.)
1. Party Y shall exercise its best efforts to perform the Formulation Plan.
2. Party Y shall prepare a Business Plan of it and submit the same to Party X prior to the last day of【March】 each year.
3. Party Y shall describe in a Business Plan set out in the preceding Section any persons that are Parents (asdefined in Article 13, Section 6) of Party Y, which description shall be confirmed by Party X.

Article 6. (Efforts to stimulate the local economy)
Party X and Party Y shall work together and cooperate with each other with a view to vitalising the local
regions by, for example, creating premises where the products of the local regions will be sold.

4Article 7. (Permits etc. and notifications etc.)
1. Party Y shall be responsible to obtain and maintain, at its own cost, all Permits necessary to implement
the Project. In addition, Party Y shall be responsible to prepare and submit all notifications (todokede)
and reports (houkoku) necessary for Party Y to implement the Project. However, whenever it is necessaryfor Party X to obtain and maintain Permits or to make notifications necessary to implement the Project,(i) Party X shall take necessary measures, (ii) Party Y shall bear the cost necessary for Party X to obtainand maintain the Permits and to give the notifications, and (iii) if Party X requests Party Y to cooperatewith Party X in taking the necessary measures, Party Y shall accede to such request.
2. Upon request in writing by Party Y to Party X, Party X shall, to such extent as necessary, and to theextent not prohibited by Laws, cooperate with Party Y in its obtaining and maintaining Permits andmaking notifications, as contemplated by the preceding Section.
3. If Party Y prepares and submits any document in relation to Permits obtained or maintained by it or
notifications made by it, it shall retain a copy of the said document and shall deliver the same to Party X
on the Project Termination Date.
4. If Party Y has the original copy of a document related to Permits obtained and maintained by it or
notifications made by it, it shall keep the said original copy and, if requested by Party X, Party Y shallshow Party X the said original copy or submit a certified copy of the said original copy to Party X.

Article 8. (Allocation of responsibilities)
1. Party Y shall, unless otherwise stipulated in this Agreement, bear all responsibilities for the
implementation of the Project.
2. Party Y shall not, unless otherwise stipulated in this Agreement, be exempted from its responsibilities
under this Agreement on account of approvals given by, verifications given by or witnessing by Party X
or reports, notifications or explanations given to Party X from Party Y, in connection with theimplementation of the Project by Party Y, and Party X shall bear no responsibility on account of the said
approvals, verifications or witnessing, or the said reports, notifications or explanations.

Article 9. (Representations and warranties by Party Y)
Party Y shall make the following representations and warranties to Party X as of the date on which thisAgreement is executed.

(1) Party Y is a legal entity which was validly and legally incorporated and is existing inaccordance with its laws of incorporation.
(2) Party Y has full power to execute and perform this Agreement and the obligations of Party Y
under this Agreement are legally valid and binding obligations and are enforceable upon Party
Y.
(3) all authorizations and other procedures required by the Laws of Japan and the laws of its
incorporation and the articles of associations, the board regulations and other internal rules ofParty Y that are necessary for party Y to execute and perform this Agreement shall have beenobtained or completed.
(4) No litigation, claim, arbitration or investigation that could have a material adverse effect on theability of Party Y to implement the Project or to perform its obligations under this Agreement
is pending and, to the Party Y’s knowledge, threatened, against Party Y.
(5) The execution of this Agreement and the performance of its obligations thereunder by Party Y
does not contravene any Laws applicable to Party Y, any contracts and other agreements towhich Party Y is a party or is bound, or any judgments, decisions or orders applicable to Party
Y.

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Article 10. (Treatment of the Site)
Any matters necessary to deal with Terminal Site shall be determined through discussions between Party
X and Party Y in accordance with the Laws, and Party X shall exercise its best effort in order to enable
Party Y to acquire the right to use the Terminal Site.

Article 11. (Conditions Precedent for commencing Preferential Use)
1.

The Commencement of the Preferential Use contemplated by Article 13 shall be subject to thesatisfaction of the condition precedent described in each of the following Paragraphs, provided that, if aseparate point of time is set for any of the conditions precedent, it is sufficient to satisfy such condition
precedent no later than such point of time.

(1) The statement set out in each of the Paragraphs of Article 9 made with respect to Party Y istrue and accurate as of the Scheduled Commencement Date (or, if the Project Commencement
Date comes after the Scheduled Commencement Date, as of a new date to be designated byParty X on which the Project shall be commenced).
(2) Party Y has fully performed the following obligations.
(i)

The Terminal has been completed in accordance with the Required Standards.

(ii) Party Y has delivered to Party X a document indicating the terminal usage charges
contemplated by Article 19.
(iii) Neither the terminal usage charges for use of the Terminal nor the terms and conditions
for use of the Terminal falls within any of the Paragraphs under Article 19, Section 4.
(iv) All Permits required to implement the Project as contemplated by Article 7 have beenobtained.
(3) There has been no material breach by Party Y of its obligations under this Agreement, otherthan those mentioned in the preceding two Sections, which shall be performed by Party Y nolater than the commencement of the use of the Berth Facilities based on the Preferential Use.
(4) Party X has made the Berth Facilities available for use.
(5) The consent of the Naha Coast Guard Office and other related parties have been obtained forParty Y’s use of the Berth Facilities.
(6) Such other matters as agreed by Party X and Party Y.
2. Party Y must satisfy the conditions precedent set out in Paragraphs 1 to 3 and Paragraphs 5 and 6 of thepreceding Section, and Party X must satisfy the conditions precedent set out in Paragraph 4 of thepreceding Section, on or prior to the Scheduled Commencement Date. However, even if all thoseconditions precedent are not satisfied on or prior to the Scheduled Commencement Date, Party X may
waive satisfaction of all or any of the conditions precedent set out in Paragraphs 1 to 3 and Paragraphs 5
and 6 of the preceding Section, and Party Y may waive satisfaction of all or any of the conditions
precedent set out in Paragraph 4 of the preceding Section, in each case at its discretion. In such case,however, such waivers shall not discharge the liability of a Party for failure to perform the obligations tosatisfy the relevant condition precedent.
3. If the conditions precedent set out in Section 1 (other than any condition precedent the satisfaction ofwhich is waived pursuant to the proviso of the preceding Section) have been satisfied, the Scheduled
Commencement Date shall be the Project Commencement Date (or, if the satisfaction of the conditions
precedent comes after the Scheduled Commencement Date, the date on which the conditions precedent
are satisfied shall be the Project Commencement Date), and Party Y shall commence the Project on such
Project Commencement Date.

Article 12. (Berth Facilities and the Terminal)
1. The Berth Facilities shall be able to accommodate ships of up to 220,000 gross tonnage class .
2. The Terminal shall be ●●●.

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Article 13. (Preferential Use)
1. Party Y may make priority reservations to use the Berth Facilities as set out in this Article and inaccordance with this Agreement and the Laws (in this Agreement, referred to as the “Preferential Use”).
2. The Preferential Use by Party Y shall become effective when the conditions precedent set out in Article
11 have been satisfied.
3. If Party Y intends to conduct the Preferential Use, it must undertake the procedures set out in thisAgreement.
4. The use of the Berth Facilities by Party Y is allowed to the extent allowed by the Laws.
5. If Party X considers that a Suspension Event has occurred, Party X may suspend the use of the Berth
Facilities for such period and to such extent as necessary.
6. The Preferential Use is available only to Party Y as well as those persons as stipulated by the ministerial
ordinance of the Ministry of Land, Infrastructure, Transport and Tourism in accordance with article 50–
18, section 1 of the Port Act (in this Agreement, referred to as “Parents”).
7. The Preferential Use is allowed for the maximum of ●●●days per year .
8. The use of the Berth Facilities based on the Preferential Use shall be available during the period up to theProject Termination Date.
9. Reservation by Party Y to use the Berth Facilities on any date in any calendar year shall be made during
the period commencing on ●●● of the second year before the year in which such date falls and ending
on ●●● of the said second year.
10. Reservation by Party Y to use the Berth Facilities on any date in any calendar year shall be finalized nolater than ●●● of the second year before the year in which such date falls.
11. If a situation arises that requires changes to or cancellation of the Preferential Use, Party Y shallpromptly notify Party X in good faith at the time when such situation arises.
12. For the purpose of reservation to be made on or after ●●● of a calendar year to use the Berth Facilities
on any date in the immediately following calendar year, Party X shall, in accordance with rules
separately determined by it, treat Party Y and all other persons who want to use the Berth Facilities in an
equal manner.
13. For using the Berth Facilities pursuant this Article, Party Y shall pay fees within such range of fees as
determined by the municipal ordinances (jourei).
14. Party X shall maintain the Berth Facilities in good condition throughout the Project Period.
15. Party Y may not effect any transfer of the right of Preferential Use to third parties (except transfer of thesame approved by Party X in accordance with Article 25).

16. Only the second cruise berth can be used for preferential usage by the partnership cruise ship liner.1
Article 14. (Standards regarding the size, structure and usage of Terminal)
1.

Party Y shall make the Terminal available for use by passengers, crews and others, and, for the purposesof appropriate and smooth handling of immigration, shall secure such space as necessary for CIQ
services to handle an estimated number of passengers based on discussions through Party X with therelevant authorities involved in CIQ, and shall allow the said authorities to use such space.

2. The Terminal shall satisfy the standards set out in Attachment 2 as well as the standards set out by theLaws (these standards to be hereinafter referred to as “Required Standards”).

Article 15. (Conditions for lease of the Terminal)
1. After completion of the Terminal and to the extent permitted by the Required Standards, Party Y shall beentitled to lease the Terminal (excluding such part as used for the CIQ Facilities) to third parties to theextent allowed by Laws. However, Party Y shall not lease such part of the Terminal as stipulated in
Attachment 3.
*1

Reservation for usage of Current cruise berth may be subject to restrictions.

72. If Party Y enters into a lease agreement involving the Terminal with a third party in accordance with thepreceding Section, such agreement shall satisfy the following conditions. Furthermore, Party Y shallsubmit a copy of the said agreement to Party X immediately after the agreement is executed.

(1) The third party must not engage in an Adult Entertainment Business or any other business that
offends public order and morals (koujo ryouzoku) at the place that is the subject of the leaseagreement.
(2) The third party shall represent that its related companies or any persons whom the third party
deals with are not Organised Crime Group Related Persons or any other persons Party X
considers inappropriate, and shall promise that its related companies or any persons whom thethird party deals with will not become Organised Crime Group Related Persons in the future.
(3) Under the lease agreement entered into between Party Y and the third party, (i) if the Land
Lease and House Lease Act applies to the said agreement, the lease agreement must be a fixedterm building lease agreement contemplated by article 38 of the said Act or a lease agreement
which has nil consideration, and (2) the last date of the contract period of the said agreement
shall not be a date later than the last date of the Project Period, and if this Agreement isterminated prior to the Project Termination Date, the said agreement shall also expire at thetime of such termination.
(4) If a breach of Paragraph (1) or Paragraph (2) occurs, Party Y shall be entitled to terminate thesaid agreement by giving notice without providing a prior warning (saikoku).
3. When Party Y leases the Terminal in accordance with Section 1, the stimulation to the local economy
shall be taken into consideration.

Article 16. (Development of the Terminal)
1. Party Y shall develop the Terminal in accordance with this Agreement and the Laws.
2. Party Y shall be entitled to cause the Contractor to develop the Terminal.
3. Any faults attributed to the Contractor and third parties engaged by Party Y or the Contractor inconnection with the development of the Terminal shall be deemed to be attributable to Party Y and Party
Y shall be liable for such faults.
4. Party Y shall submit design specifications of the Terminal to Party X on or before a date to be agreed byParty X and Party Y and cause Party X to confirm the same.
5. Upon the completion of the Terminal, Party Y shall conduct its own completion inspection and thencause Party X to confirm the completion.

Article 17. (Management of the Terminal)
1. Party Y shall manage the Terminal in accordance with this Agreement and the Laws.
2. Unless Party Y itself manages the Terminal, Party Y shall delegate or outsource the management of the
Terminal to the Maintenance Company. Party Y may however delegate to a third party other than the
Maintenance Company by obtaining a prior written consent from Party X.
3. Any faults attributed to the Maintenance Company and third parties engaged by Party Y or the
Maintenance Company in connection with the management of the Terminal shall be deemed to be
attributable to Party Y and Party Y shall be liable for such faults.
4. Party Y shall take sufficient measures to ensure the security of the Terminal.
5. Party Y shall regularly report to Party X on matters concerning the Project throughout the Project Period,and such matters to be reported shall be determined by agreement of Party X and Party Y.

Article 18. (Bearing of costs involved in the development and management of the Terminal)
Party Y shall bear any costs to develop and manage the Terminal in accordance with this Agreement.

8Article 19. (Matters regarding the use of the Terminal by Users)1.

During the period between the Project Commencement Date and the Project Termination Date, Party Y
shall make the Terminal available to be used by international passengers cruise ships (including
passengers and crews of such international passengers cruise ships, and hereinafter referred to as“Users”), except on such day and time when Party Y uses the Berth Facilities pursuant to thePreferential Use or the Berth Facilities cannot be used for Force Majeure.

2.

During the period between the Project Commencement Date and the Project Termination Date, Party Y
may collect the terminal usage charges in accordance with this Agreement, the Port Act and the related
Laws.

3.

If Party Y intends to collect the terminal usage charges as contemplated by the preceding Section, Party
Y shall, in accordance with the Port Act, deliver to Party X a document indicating rates therefor. The
same shall apply to make changes to rates that are determined during the Project Period.

4. If Party X considers that a rate applicable to a facility within the Terminal that is stipulated under thePort Act Enforcement Regulations falls within any of the following Paragraphs, Party X may, in
accordance with the provisions of the Port Act, order that the rate for the said facility be changed within aperiod to be identified by Party X.

(i)

If the rate treats specific Users unfairly and discriminatorily.

(ii) If the rate is materially inappropriate in the light of socioeconomic conditions and would
potentially cause it materially difficult for Users to use the said facility.
5. If Party Y receives an order to revise as described in the preceding Section, it shall revise the rate as soon
as possible and deliver to Party X a document indicating the revised rate.

Article 20. (Matters regarding the use of the Terminal by persons other than Users)
1. If any person other than Users requests that the person be entitled to use the Terminal, Party Y shall
respond to such request, discuss with such person and endeavour to make the Terminal to be used bysuch person.
2. If Party Y makes the Terminal available for use by a third party in accordance with the preceding Section,
Party Y shall notify Party X to such effect.

Article 21. (Principle of allocation of risk)
1. Party X shall not be obliged to make any payments in the implementation by Party Y of the Project,unless otherwise stipulated in this Agreement.
2. Unless otherwise stipulated in this Agreement, Party Y shall be responsible for implementing the Project,and Party Y shall take all risks associated with decrease of income, increase in costs and other damages
and losses to be incurred and Party X shall not be responsible for such risks.

Article 22.

(Measures for changes to the Laws)

1. If Party Y suffers increased costs and damages as a result of a change in the Laws, Party Y shall bearsuch increased costs and damages, unless otherwise provided by mutual agreement of Party X and PartyY.
2. If, after execution of this Agreement, it becomes difficult to conduct the implementation of the Project
due to a change in the Laws, Party Y shall immediately notify Party X to such effect, by submitting a
document containing detailed information thereon.
3. Upon the notice contemplated by the preceding Section is made, Party X and Party Y shall verify the
information set out in the notice and, if it is determined that a change in the Laws has caused theimplementation of the Project to be difficult, Party X and Party Y shall discuss how to deal with thesituation.

9

4. If, even after taking the measures mentioned in the preceding Section, it is considered extremely difficult
to continue the Project due to a change in the Laws that have occurred after the execution of thisAgreement, Party X and Party Y may, after discussions, terminate this Agreement pursuant to the mutual
consent.

Article 23. (Measures for Force Majeure)
1. If Party Y suffers increased costs and damages as a result of Force Majeure, Party Y shall bear suchincreased costs and damages, unless otherwise provided by mutual agreement of Party X and Party Y.
2. If, after execution of this Agreement, it becomes difficult to implement the Project due to Force Majeure,
Party Y shall immediately notify Party X to such effect, by submitting a document containing detailed
information thereon.
3. Upon the notice contemplated by the preceding Section is made, Party X and Party Y shall verify the
information set out in the notice and, if it is determined that Force Majeure has caused theimplementation of the Project to be difficult, Party X and Party Y shall discuss how to deal with thesituation.
4. If, even after taking the measures mentioned in the preceding Section, it is considered extremely difficult
to continue the Project due to Force Majeure that have occurred after the execution of this Agreement,
Party X and Party Y may, after discussions, terminate this Agreement pursuant to the mutual consent.
5. If this Agreement is terminated pursuant to the preceding Section, Party Y shall, unless otherwise agreed,
restore the Terminal Site to its original state and return the same to Party X.
6. Unless otherwise provided, neither Party X nor Party Y shall be entitled to request the other tocompensate for damages or increased costs arising from the termination contemplated by Section 4.

Article 24. (Measures for Suspension Event)
1. If there exists a situation where an Emergency Event is considered to have occurred or if Party Y hascommitted a material breach of its obligations under this Agreement (which breach, together with
Emergency Events, is referred to as “Suspension Event”), Party X or Party Y shall immediately notify
the other Party of such Suspension Event. Upon receipt of such notification, Party X and Party Y shallendeavour, to the extent possible, to resolve the Suspension Event as promptly as possible.
2. For situations prescribed in the preceding Section, Party X shall, even if there is no suspension of the useof the Berth Facilities in accordance with Article 13, Section 5, be entitled to take measures it deems
necessary, for a period necessary and to the extent necessary, to resolve the Suspension Event. Under thesaid circumstances, Party X shall be entitled to request Party Y to cooperate in the implementation of thesaid measures by Party X (including but not limited to temporary use by Party X of, or other cooperation
related to, assets owned by Party Y), and Party Y must cooperate in such implementation.
3. Unless otherwise provided, Party Y shall not be entitled to request Party X to compensate for damages orincreased costs arising from the implementation by Party X of the said measures and Party Y’s
cooperating to Party X as contemplated by the preceding Section.

Article 25. (Disposition of position under this Agreement and the Terminal)
1.

Party Y shall not effect transfer (including transfer in trust), creation of pledge and other security
interest or any form of disposition by other means (including self-settled trusts, and hereinafter referred
to in this Article as “Disposition”) with respect to its position under this Agreement or the rights andobligations of Party Y under this Agreement without the prior written consent of Party X, provided thatsuch consent shall not be unreasonably withheld if a party to which such Disposition will be made is a
Parent of Party Y or if Party Y is a Parent of such party to which such Disposition will be made.

2.

Party Y shall not effect any Disposition with respect to the Terminal without the prior written consent ofParty X, provided that such consent shall not be unreasonably withheld if a party to which such
Disposition will be made is a Parent of Party Y or if Party Y is a Parent of such party to which such
Disposition will be made.

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Article 26. (Duration of this Agreement)
1.

Unless otherwise stipulated in this Agreement or otherwise provided by mutual agreement of Party X
and Party Y, this Agreement shall be effective during the period commencing on the date on which thisAgreement is executed and ending on the Project Termination Date or at the point of time when thisAgreement terminates or expires.

2. This Agreement shall bind a person who, after the publication of this Agreement pursuant to Article 41,
Section 1, becomes the facilities owner etc. (shisetu shoyuusha tou) (which means facilities owner etc.
(shisetu shoyuusha tou) defined in article 50-18, section 1 of the Port Act) and expected facilities owneretc. (yotei shisetu syoyuusha tou) (which means excepted facilities owner etc. (yotei shisetu syoyuushatou) as defined in article 50-18, section 3 of the Port Act) of the Terminal.
3. Even if the Project Commencement Date comes after the Scheduled Commencement Date, the durationof the period of the Preferential Use shall not be extended. However, if the Project Commencement Dateis delayed due to a failure to satisfy the conditions precedent described in Article 11, Section 1,
Paragraph 4, the duration of the period of the Preferential Use may be extended for the period of the saiddelay at the mutual agreement of Party X and Party Y.

Article 27. (Termination of this Agreement on account of Party Y)
1. If any of the events mentioned in the following Paragraphs occurs, Party X shall, without giving a priorwarning (saisoku), be entitled to terminate this Agreement by giving notice to Party Y.

(1) If it becomes impossible to perform this Agreement due to any reasons attributable to Party Y.
(2) If a resolution has been passed by Party Y or a Parent thereof at a general meeting of its
shareholders or at a meeting of its board of directors to make a filing for bankruptcy (hasan),corporate reorganization (kaisha kousei), civil rehabilitation (minji saisei), special liquidation
procedures (tokubetsu saisei) or other similar procedures, or if a third party (including directorsof Party Y) has made such filing, and the said resolution or the said filing is not cancelled orwithdrawn within 30 days of the said resolution or the said filing.
(3) If settlement of promissory notes issued by Party Y or Parent thereof is suspended, ortransactions by Party Y or a Parent thereof are suspended by densai.net Co., Ltd. or equivalentmeasures are taken by other electronic monetary claims recording institutions.
(4) If (other than due to Force Majeure) Party Y fails to satisfy the conditions precedent set out in
Article 11, Section 1, Paragraphs 1 to 3 inclusive and it has become evident that the Project
cannot be commenced within 【6】 months of the Scheduled Commencement Date.
(5) If it is considered that Party Y has abandoned the Project without justifiable reasons.
(6) If it is discovered that, among the officers (yakuin) of Party Y, there are those who are
Organised Crime Group Related Persons.
(7) Such other termination events agreed by Party X and Party Y.
2. If any of the events mentioned in the following Paragraphs occurs, Party X may give Party Y a priorwarning (saikoku) with such period as to be agreed by Party X and Party Y as a period that is reasonably
necessary to remedy the relevant breach or event and, if such breach or event is not remedied within thesaid period (or, if Party X considers it necessary to extend the said period, within such extended period),
Party X shall be entitled to terminate this Agreement with immediate effect by notifying Party Y in
writing indicating the reasons to terminate.

(1) If Party Y breaches its material covenants or material representations and warranties madeunder this Agreement.
(2) If Party Y breaches or fails to perform material obligations under this Agreement.
(3) If Party Y breaches the Laws.
3. If a situation arises where a breach of the Required Standards causes a material impediment to theimplementation of the Project including a situation where the quality standards of the Project undertaken

11

by Party Y do not satisfy the Required Standards continues to exist, and such situation is not rectified
within one hundred and 【120】 days from the time when such breach of the Required Standards has
occurred, Party X may terminate this Agreement by giving notice to Party Y, without giving a priorwarning (saikoku).

Article 28. (Termination or expiration of this Agreement on account of Party X)
If any of the events mentioned in the following Paragraphs occurs, Party Y shall be entitled to terminate
this Agreement with immediate effect by giving notice to Party Y in writing explaining the reasons toterminate.

(1) If Party X breaches its material obligations under this Agreement and, despite having received
a prior warning (saikoku) with a reasonable period to remedy such breach, fails to remedy suchbreach within the said period.
(2) If (other than due to Force Majeure) Party X fails to satisfy the conditions precedent set out in
Article 11, Section 1, Paragraph 4 and it has become evident that the Project cannot becommenced within 【6】 months after the Scheduled Commencement Date.
Article 29. (Termination by mutual agreement)
In addition to the cases stipulated in the previous two Articles, Party X and Party Y may terminate thisAgreement pursuant to the mutual agreement of both parties.

Article 30. (Termination of this Agreement prior to the completion of the Terminal)
1. If this Agreement is terminated prior to the completion of the Terminal, Party Y shall, unless otherwise
agreed, restore the Terminal Site to its original state and return the same to Party X. In such case, Party Y
shall bear costs for the restoration.
2. In the case described in the previous Section, if, without any justifiable reasons, Party Y does not takemeasures to conduct the restoration within a reasonable period, Party X shall be entitled to conduct therestoration on behalf of Party Y and request Party Y to compensate for the costs incurred associated withthe restoration. In such case, Party Y shall not be entitled to raise any objections to any actions by PartyX.
3. Notwithstanding the provision of Section 1, if, where this Agreement is terminated prior to thecompletion of the Terminal, there exist some portions of the Terminal which have been completed, Party
X, or a third party designated by Party X, at its own responsibility and cost, shall be entitled to inspect
the completed portions of the Terminal and pay Party Y an amount corresponding to the portions thathave passed the inspection (hereinafter referred to as the “Approved Portions”) in one lump sum or by
instalments, thereby acquiring all the titles to the Approved Portions. In such case, Party X, or the third
party designated by Party X, when it considers it necessary, shall be entitled to destroy the completed
portions to the minimum extent possible and inspect them, after notifying Party Y of the reason thereof.

Article 31. (Handling of the Terminal)
If this Agreement is terminated after the completion of the Terminal, Party X, or a third party designatedby Party X, shall be entitled to purchase the Terminal at a Market Value in accordance with theprocedures to be determined pursuant to an agreement between Party X and Party Y.

Article 32. (Changes to this Agreement)
Party X and Party Y may make changes to this Agreement by an agreement in writing between bothparties.

12Article 33. (Liability for damages)
Unless otherwise stipulated in this Agreement, if a breach by Party X or Party Y of its obligations under
this Agreement has caused damages to the other party, the other party shall be entitled to request thebreaching party to compensate for the damages in accordance with the Laws.

Article 34. (Establishment of council)
1. Party X and Party Y shall have meetings of working-level officials in order to exchange information
regarding the implementation of the Project and to do others. Such meetings will, in principle, be held
once a month, and either party can request the other party to hold such meetings as necessary.
2. Details regarding the composition, procedures and other matters of the meetings mentioned in theprevious Section shall be discussed and separately determined by Party X and Party Y.

Article 35. (Attribution of copyrights, etc.)
1. The copyright and other intellectual property rights pertaining to the information, documents, drawings
and others (excluding those for which Party X has no copyrights) provided to Party Y by Party X inaccordance with this Agreement shall belong to Party X.
2. Party X shall have the right and authority to use the Deliverables at its own discretion at no cost(provided that Party X shall not use the Deliverable for any purpose other than for the Project and shallnot disclose the Deliverables to any third party other than a person who succeeds the implementation of
the Project from Party Y), and the said right and authority to use shall remain even after the expiration ofthis Agreement.

Article 36. (Confidentiality)
1. Neither Party X nor Party Y shall disclose information relating to this Agreement (including classified
information that is obtained through the implementation of the Project) to other parties without the priorconsent of the other party.
2. Notwithstanding the previous Section, Party X and Party Y shall be entitled to disclose information
related to this Agreement only in the following cases. However, if Party X gives instructions regarding
the method of disclosure, the disclosure shall be made in accordance with such instructions.

(1) If this Agreement is made available for perusal by the general public in accordance with
Article 41.
(2) If information is disclosed to (i) employees and others of, or attorneys-at-law, certified
accountants, licensed tax accountants or other professionals of, Party X or Party Y who need toknow such information, or (ii) officials of the Japanese government, or the Ultimate Parent,
Subsidiaries and Affiliates of Party Y and such other companies and others that are agreed byParty X to be related companies or employees or others thereof or attorneys-at-law, certified
accountants licensed tax accountants or other professionals thereof, who or which need toknow such information, subject to the condition that those companies or persons are obliged tocomply with the same confidentiality obligations as those applicable to Party X and Party Y.
(3) If information that is already known to a third party without breaching the provisions of this
Article is disclosed to the said third party.
(4) If information that is already in the public domain is disclosed to a third party.
(5) If information is disclosed when the disclosure of such information is required by the Laws.
3. The provisions of the previous two Sections shall remain in effect even after the complete performanceof this Agreement by Party X and Party Y or the expiration of this Agreement.

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Article 37. (Taxes and other public charges)
Unless otherwise stipulated in this Agreement, all taxes (kouso) and public charges (kouka) that arise inrelation to this Agreement shall be borne by Party Y.

Article 38. (Court of jurisdiction)
Naha District Court shall have the exclusive jurisdiction in the first instance over all disputes relating tothis Agreement.

Article 39. (Other matters)
1. All requests (seikyuu), notices (tsuuchi), reports (houkoku), advise (kankoku), approvals (shounin),
notifications of the expiration of contracts (keiyaku shuuryou kokuchi) and termination (kaijo)contemplated by this Agreement shall be made in writing to the other party. Party X and Party Y shallnotify the other party separately regarding the address to which the said requests and others should besent.
2. The language that is to be used between Party X and Party Y in relation to the performance of thisAgreement shall be Japanese.
3. The currency that is to be used for payments contemplated by this Agreement shall be Japanese Yen.
4. The units of measurement that are to be used between Party X and Party Y in relation to the performanceof this Agreement shall be in accordance with the Measurement Act (1992, Law No. 51), unlessotherwise stipulated in this Agreement.
5. Whenever a period is mentioned in relation to the performance of this Agreement, it shall be interpretedin accordance with the Civil Code and the Companies Act, unless otherwise stipulated in this Agreement.
6. The dates and times stipulated in this Agreement shall be Japanese Standard Time.
7. This Agreement shall be governed by the Laws of Japan and interpreted in accordance with the same.

Article 40. (Discussion)
If it becomes necessary to determine matters that are not stipulated in this Agreement, or if questions
arise regarding the interpretation of this Agreement, in each instance, these shall be determined throughdiscussions in good faith between Party X and Party Y by having a discussion period that does notexceed 【30】 days, and no litigations shall be initiated during such discussion period.

Article 41. (Announcement of this Agreement)
1. Upon the execution of this Agreement, Party X shall publicly announce the execution in accordance withthe provisions of the Port Act Enforcement Regulations, and shall make this Agreement available at its
office for perusal by the public.
2. Upon the execution of this Agreement, Party X shall display a notice at a location that is easily viewed at
the Terminal or the site thereof stating that this Agreement is available for perusal at its office. In suchcase, Party Y must provide Party X with as much assistance as possible regarding the said display.

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Attachment 1. Definitions(1) “Maintenance Company” means a person who will maintain and manage the Terminal inaccordance with this Agreement.
(2) “Terminal” has the meaning defined in the preamble.
(3) “Terminal Development/Management Business” means the development and management of
the Terminal to be implemented by Party Y in accordance with this Agreement.
(4) “Terminal Site” means the site stipulated in Attachment 4.
(5) “Ultimate Parent” means a Parent Company (oyagaisha) defined in article 2, paragraph 4 of
the Companies Act.
(6) “Parents” has the meaning ascribed to such term in Article 13, Section 6.
(7) “Companies Act” means the Companies Act (2005, Law No. 86).
(8) “Affiliates” means affiliates (kanren gaisha) as defined in article 2, section 3, paragraph 20 of
the Companies Act Enforcement Regulations.
(9) Current cruise berth represents Tomari Terminal Berth No.8
(10) “Permits” means permits (kyoka), licenses (ninka), designations (shitei) and other forms ofadministrative actions (gyousei koui).
(11) “Emergency Event” means (i) a situation where the safe use of the Terminal by Party Y would
possibly be materially hindered, (ii) a situation where the security of Japan or the safety of theharbour is threatened, (iii) a situation where the bodies/lives of people or assets in the harbour
would possibly be harmed, or (iv) an unavoidable situation because of a disaster (including adisaster occurring at a wider area) that requires rescue operations, or any other situation that issimilar to any of the above.
(12) “Suspension Event” has the meaning ascribed to such term in Article 24, Section 1.
(13) “Formulation Plan” has the meaning defined in the preamble.
(14) “Berth Facilities” has the meaning defined in the preamble.
(15) “Port Act” means the Port and Harbor Act (1950, Act No. 218).
(16) “Port Act Enforcement Regulations” means the Port Act Enforcement Regulations (1951,
Ministerial Ordinance of the Ministry of Transport No. 98).
(17) “Subsidiaries” means subsidiaries (kogaisha) as defined in article 2, paragraph 3 of theCompanies Act.
(18) “CIQ Facilities” means facilities for the purposes of customs, immigration and quarantine.
(19) “Market Value” means a price of any asset to be determined using objective methodologies,
such as evaluation and others by certified accountants and other professionals, at the time oftransfer, etc. of such assets.
(20) “Project Commencement Date” means the date on which Party Y has commenced the Project.
(21) “Scheduled Commencement Date” means the “Scheduled Commencement Date” set out in
Article 4, Section 3.
(22) “Project Period” means the period between the Project Commencement Date and the Project
Termination Date.
(23) “Business Plan” means a business plan setting out an estimated number of port calls and an
estimated number of passengers for the next year and such other items to be agreed by Party X
and Party Y.
(24) “Project Termination Date” means ●●●.
(25) Land Lease and House Lease Law means the Land Lease and House Lease Law (1991, Law
No. 90).

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(26) “Deliverables” means various plans, reports, drawings and any documents, drawings,
photographs and videos and others submitted by Party Y to Party X in accordance with thisAgreement or at the request of Party X.
(27) “Constructor” means a person who constructs the Terminal in accordance with this Agreement.
(28) “Entertainment Control Act” means the Entertainment and Amusement Trade Control Act(1948, Law No. 122).
(29) “Adult Entertainment Business” means a business that falls within any of the paragraphs ofarticle 2, section 1 and section 5 of the Entertainment Control Act.
(30) “Force Majeure” means any one or more of the events set out below which has a direct andadverse impact on the performance of the obligations under this Agreement (for events where
Required Standards provide for applicable standards, limited to those that exceed suchstandards), which cannot be attributed to the fault of Party X or Party Y, and which could not be
foreseen by Party X or Party Y or, even if it could be foreseen, for which measures to prevent
losses, damages or hindrance arising therefrom could not reasonably be expected.
(i)

Abnormal weather (storms, lightnings, heavy rains, strong winds, hurricanes, typhoons,cyclones, abnormal heat waves or unusual cold spells that are harsher than those which
often or regularly occur in the harbour or its surrounding areas).

(ii) Natural disaster (flood, high tide, landslide, cave-in, earthquake, fire, tidal wave or otherinevitable and unforeseeable natural disaster that cause material and inevitable damages tothe harbour).
(iii) Civil war or hostile actions (riots, sedition, insurgency, terrorist attacks or acts of war) andthe use of the harbour by the State of Japan and others in such events.
(iv) Epidemics (including cases where quarantine is enforced by the Laws).
(31) “Organised Crime Group” has the meaning defined in article 2, paragraph 2 of the Act on
Prevention of Unjust Acts by Organised Crime Group Members (1991, Law No. 77).
(32) “Organised Crime Group Related Person” means a person falling in one or more of thefollowing items:(i)Organised Crime Group Members Etc.
(a)

An Organised Crime Group(b) An Organised Crime Group Member (which has the meaning defined in article 2,paragraph 6 of the Act on Prevention of Unjust Acts by Organised Crime Group
Members (1991, Law No. 77); hereinafter the same).
(c)

A person that has ceased to be an Organised Crime Group Member less than 5 yearsago.

(d) A Quasi Organised Crime Group Member (which means a person who is not an
Organised Crime Group Member but who has a relationship with an Organised Crime
Group and has a potential to engage in violent illegal activities and others using thepower of an Organised Crime Group, or a person who cooperates for or is involved in
the maintenance or operation of an Organised Crime Group by providing funds,
weapons and others to an Organised Crime Group or an Organised Crime Group
Member or doing others; hereinafter the same).
(e)

An Organised Crime Group Related Company (which means a company in theoperation of which an Organised Crime Group Member is effectively involved, acompany managed by a Quasi Organised Crime Group Member or by a person who
was an Organised Crime Group Member which actively cooperates for or is involvedin the maintenance or operation of an Organised Crime Group by providing funds toan Organised Crime Group or by doing any other actions, or a company which
actively uses an Organised Crime Group in the operation of its business or by doing
any other actions and cooperates for the maintenance or operation of an Organised
Crime Group).

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(f)

Corporate racketeer, etc. (which means persons who, in seeking for improper profits,potentially conducts violent illegal activities and others targeting companies andothers and who pose a threat to the safe living environment of the citizens, including
corporate racketeers and extortionists).

(g) Rogue persons or groups proclaiming themselves to be social activists, etc. (whichmeans persons that have the potential to engage in violent illegal activities, etc., intheir demands for improper benefits by using slogans or pretending to engage insocial activities or political activities, and which pose a threat to the safe living
environment of the citizens).
(h) Organized special intellectual crime groups, etc. (which means a group or a person
other than those mentioned in (a) to (g) above, which or who is the structural core
part of improper activities, using its relationship with an Organised Crime Group as athreatening power, or which or who has financial connections with an Organised
Crime Group).
(i)

Other persons that are similar to those mentioned in (a) to (h).

(ii) Other related parties(a)Persons whose operation is considered to be controlled by a person mentioned in (a)to (i) of paragraph (i) above (such controlling person is hereinafter referred to as a“Organised Crime Group Member Etc.”).

(b) Persons in whose operations an Organised Crime Group Member Etc. is considered tobe effectively involved.
(c)Persons who are considered to have improperly used an Organised Crime Group
Member Etc. for the purposes of extorting improper benefits for themselves, theirown companies or third parties, or for the purposes of causing damage to third parties
or doing others.

(d) Persons who are considered to provide funds or benefits to an Organised Crime
Group Member Etc.
(e)

Persons whose officers, or other persons who are substantially involved in the
management of those persons, have relationship with an Organised Crime Group
Member Etc. which is socially accused of.

(33) “Laws” means treaties (jouhaku), laws (houritsu), cabinet ordinances (seirei), ministerial
ordinances (shourei), municipal ordinances (jourei) and regulations (kisoku), together withorders (meirei), administrative guidance (ghousei shidou) and guidelines based on the same;
judgment, decisions and orders by courts and arbitration awards; all stipulations (kitei),determination (handan) and measures (sochi) that are determined by public institutions; and all
stipulations (kitei), determination (handan) and measures (sochi) by stock exchanges (including
those of foreign countries that are similar to the above).
(34) “Project” has the meaning defined in Article 4.
(35) “Civil Code” means to the Civil Code (1896, Law No. 89).
(36) “Preferential Use” has the meaning defined in Article 13, Section 1.
(37) “Required Standards” has the meaning defined in Article 14, Section 2.
(38) “Users” has the meaning defined in Article 19, Section 1.
(39) “Terminal usage charges” means the terminal usage charges set out in Article 19, Section 2.

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Attachment 2. Standards regarding size, structure and usage of the Terminal

18

Attachment 3. Facilities which are prohibited from being leased19

Attachment 4. Terminal Site20