Exhibit 10.3


 


TWELFTH AMENDMENT TO LEASE


 


(Norwegian Cruise Line – The Landing
at MIA)


 


THIS TWELFTH AMENDMENT
TO LEASE ("Amendment") is dated effective and for identification purposes as of August 24, 2017 (“Effective Date”),
and is made by and between SPUS7 MIAMI ACC, LP, a Delaware limited partnership ("Landlord"), and NCL (BAHAMAS) LTD.,
a Bermuda company, d/b/a Norwegian Cruise Line ("Tenant").


 


RECITALS:


 


WHEREAS, Landlord’s
predecessor-in-interest (Hines REIT Airport Corporate Center LLC) and Tenant entered into that certain Airport Corporate Center
Office Lease Agreement dated December 1, 2006 ("Original Lease"), as amended by that certain First Amendment to Airport
Corporate Center Office Lease dated November 27, 2006, Second Amendment to Airport Corporate Center Office Lease dated March 22,
2007, Third Amendment to Airport Corporate Center Office Lease dated July 31, 2007, Letter Agreement dated August 1, 2007, Fourth
Amendment to Airport Corporate Center Office Lease dated December 10, 2007, Fifth Amendment to Airport Corporate Center Office
Lease dated February 2, 2010, Sixth Amendment to Airport Corporate Center Office Lease dated April 1, 2012, Seventh Amendment
to Airport Corporate Center Office Lease dated June 29, 2012, Eighth Amendment to Lease dated January 28, 2015 (“Eighth Amendment”),
Ninth Amendment to Lease dated June 30, 2015 (“Ninth Amendment”), Tenth Amendment to Lease dated March 31, 2016, and
Eleventh Amendment to Lease dated February 8, 2017 (collectively, the "Lease"), pertaining to the premises located at
7665 Corporate Center Drive (“Building 11”), 7650 Corporate Center Drive (“Building 10”), 7245
Corporate Center Drive (“Building 3”), and 7300 Corporate Center Drive (“Building 8”), Miami, Florida;


 


WHEREAS, Landlord and
Tenant desire to enter into this Amendment to modify Tenant’s exterior signage rights on Building 8, Building 10 and Building
11, and provide for certain other matters as more fully set forth herein;


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants contained herein, the parties agree that the Lease shall be amended in
accordance with the terms and conditions set forth below.


 


1.       Definitions.
The capitalized terms used herein shall have the same definitions as set forth in the Lease, unless otherwise defined herein.


 


2.       Amendment
to Building 8 Façade Signage. Landlord and Tenant each acknowledge and agree that (a) Section 9 of the Eighth Amendment
is hereby amended so that the Building 8 Façade Sign shall be located on the top exterior of the south side of Building
8, as depicted on Exhibit A, attached hereto and incorporated herein by reference, and in no other location on the
exterior of Building 8, and (b) Section 6 of the Ninth Amendment is hereby amended so that the Building 8 Façade Sign
may also include, at Tenant’s option, Tenant’s logos.


 






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3.       Building
10 and Building 11 Signage.


 


(a)       Commencing
on the Effective Date, in addition to all other signage rights granted to Tenant pursuant to the Lease, Tenant shall have the exclusive
right to install and maintain in a first class manner: (i) one (1) exterior sign on the south side of Building 10 (the “Building
10 Façade Sign”); and (ii) one (1) exterior sign on the north side of Building 11 (the “Building 11 Façade
Sign”), using any, a combination of any, or all of Tenant’s and its related companies’ brand names and logos,
including, but not limited to, Norwegian, Oceania, Regent, and any others pursuant to the same terms and conditions of Section
9 of the Eighth Amendment. In addition to the foregoing, Tenant shall have the right to replace the building wraps currently existing
on the west side of Building 10 and the west side of Building 11 (together, the “Current Wraps”) with new building
wraps (“New Wraps”) in the same location, subject to Landlord’s prior written approval of the New Wraps, and
provided that (i) the New Wraps are substantially similar in size to the Current Wraps, (ii) Landlord shall have the right to be
present when the Current Wraps are removed and perform an inspection of the exterior walls of Building 10 and Building 11 to ensure
the Current Wraps have not caused any damage thereto, and (iii) in the event the Current Wraps have caused damage to Building 10
or Building 11, Tenant shall repair such damage to Landlord’s reasonable satisfaction. The signage rights granted herein
shall be deemed to be personal to Tenant and its Affiliates, and if Tenant subleases any portion of the Premises or otherwise assigns
or transfers any interest thereof to another party, such signage rights shall lapse. All costs associated with the fabrication,
installation, maintenance, removal and replacement of the Building 10 Façade Sign, the Building 11 Façade Sign, and
the New Wraps shall be the sole responsibility of Tenant. Tenant shall maintain such signage in good condition and repair. Tenant
shall remove such signage and repair any damage caused thereby, at its sole cost and expense, upon the expiration or sooner termination
of the Lease. The color, content, size and other specifications of any such signage shall be in accordance with the terms and conditions
of the Lease, and shall be subject to Landlord's prior approval, which approval shall not be unreasonably withheld, conditioned
or delayed. Further, Tenant shall ensure that all signage complies with any and all applicable local zoning codes and building
regulations.


 


(b)        Tenant
hereby acknowledges and agrees that Tenant shall remove all abandoned signage brackets located on the exterior of Building 10 and
Building 11 prior to Tenant’s installation of the new Building 10 and Building 11 Façade Signs, and Tenant shall repair
any damage caused by such removal to Landlord’s reasonable satisfaction.


 


(c)       Notwithstanding
the foregoing or anything to the contrary in the Lease, Landlord hereby approves the color, content, size, and other specifications
for the Building 10 Façade Sign and Building 11 Façade Sign, both as depicted on Exhibit B, attached
hereto and incorporated herein by this reference, with such changes from time to time desired by Tenant to reflect its current
brand names and logos so long as such changes to the brand names and logos on the signage are substantially similar to the color,
size, and other specifications set forth on Exhibit B.


 


4.       Counterparts;
Electronic Signatures.  This Amendment may be executed in counterparts, including both counterparts that are executed
on paper and counterparts that are in the form of electronic records and are executed electronically.  An electronic signature
means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party
with the intent to sign such record, including facsimile or e-mail electronic signatures.  All executed counterparts shall
constitute one agreement, and each counterpart shall be deemed an original.  The parties hereby acknowledge and agree that
electronic records and electronic signatures, as well as facsimile signatures, may be used in connection with the execution of
this Amendment and electronic signatures, facsimile signatures or signatures transmitted by electronic mail in so-called pdf format
shall be legal and binding and shall have the same full force and effect as if a paper original of this Amendment had been delivered
and had been signed using a handwritten signature.  Landlord and Tenant (i) agree that an electronic signature, whether digital
or encrypted, of a party to this Amendment is intended to authenticate this writing and to have the same force and effect as a
manual signature, (ii) intend to be bound by the signatures (whether original, faxed or electronic) on any document sent or delivered
by facsimile or, electronic mail, or other electronic means, (iii) are aware that the other party will rely on such signatures,
and (iv) hereby waive any defenses to the enforcement of the terms of this Amendment based on the foregoing forms of signature. 
If this Amendment has been executed by electronic signature, all parties executing this document are expressly consenting under
the Electronic Signatures in Global and National Commerce Act ("E-SIGN"), and Uniform Electronic Transactions Act ("UETA"),
that a signature by fax, email or other electronic means shall constitute an Electronic Signature to an Electronic Record under
both E-SIGN and UETA with respect to this specific transaction.


 






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5.       Miscellaneous.
With the exception of those matters set forth in this Amendment, Tenant's leasing of the Premises shall be subject to all terms,
covenants and conditions of the Lease. In the event of any express conflict or inconsistency between the terms of this Amendment
and the terms of the Lease, the terms of this Amendment shall control and govern. Except as expressly modified by this Amendment,
all other terms and conditions of the Lease are hereby ratified and affirmed. The parties acknowledge that the Lease is a valid
and enforceable agreement and that, as of the date hereof to the best of Tenant’s actual knowledge, Tenant holds no claims
against Landlord or its agents which might serve as the basis of any other set-off against accruing rent and other charges or any
other remedy at law or in equity.


 


 


 


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IN WITNESS WHEREOF,
the foregoing Twelfth Amendment to Lease is dated effective as of the date and year first written above.


 





	WITNESS:
     	 	LANDLORD	 
	 	 	 	 	 	 
	 	 	 	SPUS7
    MIAMI ACC, LP,	 
		 	 	a
    Delaware limited partnership	 
	 	 	 	 	 	 
	By:	/s/David
    Withman	 	By:	/s/Ming
    Lee	
	Name:	David
    Withman	 	Name:	Ming
    Lee	 
	 	 	 	Title:	Vice
    President	 
	By:	/s/Desiree
    Ammons	 	Date:	8/29/17	 
	Name:	Desiree
    Ammons	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/David
    Withman	 	By:	/s/Mark
    Zikakis	 
	Name:	David
    Withman	 	Name:	Mark
    Zikakis	 
			 	Title:	Vice
    President	 
	By:	/s/Desiree
    Ammons	 	Date:	8/29/17	 
	Name:	Desiree
    Ammons	 			 
			 	 	 	 
	 		 	 	 	 







	 	 	 	TENANT:	 	 
	 	 	 	 	 	 
	 	 	 	NCL
    (BAHAMAS) LTD., 	 
		 	 	a
    Bermuda company, d/b/a Norwegian Cruise Line
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	 	 	By:	/s/Wendy
    Beck 	
	Name:	 	 	Name:	Wendy Beck	 
		 	 	Title:	Executive
                                         Vice President and

                                                                Chief
                                         Financial Officer
	 
	By:	 	 	Date:	8/29/17	 
	Name:	 	 			 
	 	 	 	 	 	 







 




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CONSENT OF GUARANTOR


 


The undersigned Guarantor under the original
Guaranty of Lease dated November 27, 2006 (the "Guaranty"), does hereby consent to the foregoing Amendment. Guarantor
acknowledges and agrees that the Guaranty is in full force and effect and shall continue to apply to the Lease, as amended by this
Amendment.


 





	NCL CORPORATION LTD.,	 
	a Bermuda company	 
	 	 	 
	By:	 	 
	Name: 	Wendy Beck	 
	Title: 	Executive Vice President and 	 
	 	Chief Financial Officer	 







 




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EXHIBIT A


 


Location of Building 8 Façade Sign


 


 


 




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EXHIBIT B


 





 






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