Norwegian Cruise Line_OM_C&W Miami FINAL RSF

SUMMARY OF SALE-LEASEBACK TERMS

Transaction Structure (continued)

The surface parking lot is located on a separate tax parcel, containing 5.45 acres, and its ownership shall be retained by W-Crocker LAM Office Owner VII, L.L.C., subject to a ground lease with Lessor as described below. The ground lease will be subleased to Lessee on the same terms, with Lessee responsible for payment of ground lease rent and maintenance. The initial Ground Lease rental payment shall be calculated pursuant to the following formula and memorialized in the Ground Lease, applied to 5.45 acres contained on the surface parking lot site.: $5,000,000 multiplied by the number of acres being ground leased multiplied by 6.0%, and shall be subject to annual 3.0% rent increases beginning one year after the Ground Lease Rent Commencement Date, as defined below. The term of the Ground Lease would commence simultaneously with the date on which the Third-Party Buyer closes on the Property and would have an initial expiration date that coincides with the initial expiration date of the Lease Back. The Ground Lease would also have renewal options that would align with the renewal options granted to NCLH under the Lease Back. The rent commencement date under the Ground Lease would be the date that NCLH has completed its renovations for the building located at 7600 Corporate Center Drive and the lease for the space in 7300 Corporate Center Drive has been terminated (the “Ground Lease Rent Commencement Date”). All rent due under the Ground Lease would be abated from the Ground Lease commencement date through the Ground Lease Rent Commencement Date. The Ground Lease would grant the tenant thereunder or its assignee (“Tenant”) the option (so long as no event of default is ongoing under the Ground Lease) to send written notice to Seller (or its affiliate) as the landlord under the Ground Lease (“Landlord”) of its desire to purchase the fee interest in the land subject to the Ground Lease (the “Ground Leased Land”) at least one hundred twenty (120) days prior to the initial expiration date of the Lease Back (which date shall coincide with the initial expiration date under the Ground Lease) or, if any renewal options have been timely exercised under each of the Lease Back and the Ground Lease, then at least one hundred twenty (120) days prior to any such extended expiration date (such purchase option, the “Ground Lease Purchase Option”). The “Ground Lease Purchase Price” would be an amount sufficient for Landlord to achieve an internal rate of return (“IRR”) of nine percent (9.0%), assuming an initial investment of U.S. $5,000,000 per acre as an “outflow” as of the date on which the Ground Lease is executed and accounting for all rental payments thereunder received by Landlord prior to Tenant exercising the Ground Lease Purchase Option (each as an “inflow” as of the date received by Landlord). The IRR shall be calculated using the then most current version of Microsoft Excel software’s “XIRR” function using monthly compounding. In the event that the Lessor receives an offer from a bona fide third party to purchase the Property, prior to accepting the offer, the Lessor must grant the Lessee the right to purchase the Property on the same terms as those offered by the third party (the “Right of First Refusal”). The Lessee will have not less than sixty (60) days to exercise the Right of First Refusal. If the Lessee does not elect to purchase the Property, the Lessor will be free for a period of not more than one hundred eighty (180) days to sell the Property on terms no more advantageous than those offered to the Lessee. In the event that the Property has not been sold by the Lessor within the time periods described above, than all such offers and rights granted will be deemed to have lapsed, and the Lessee’s Right of First Refusal will apply to any subsequent offers. The Right of First Refusal will survive any initial or subsequent transfers of the Property.

Participants to The Transaction

Lessor

An investor, to be determined (the “Lessor”).

Lessee

Norwegian Cruise Line Holdings, Ltd. (the “Lessee”).

Lessee Advisor

Cushman & Wakefield, Inc. (the “Lessee Advisor”)

Additional Rent on Surface Parking Lot

Transaction Structure

Norwegian Cruise Line Holdings, Ltd. (“NCLH”) is soliciting proposals from qualified investors to fund acquisition of the of the Properties and agreed-upon renovations and improvements pursuant to Tenant’s design and budget. NCLH will enter into a to-be-negotiated 23-year triple-net lease subject to the terms and conditions outlined herein.

Offering

The Purchase Price shall be equal to the Total Project Cost, currently estimated to be $180 million, consisting of the acquisition of the existing Properties, as well as any and all approved improvements and modifications, and transaction costs.

Purchase Price / Funding

The Lease must satisfy the requirements of ASC 842 for treatment by the Lessee as either an operating lease or finance lease subject to the determination by Lessee of desired lease accounting treatment.

Net Lease

Twenty-Three (23) years (the “Base Lease Term”). The Base Lease Term for Buildings 7650 and 7665 will commence upon closing, while the Base Lease Term for Building 7600 will commence upon completion of tenant improvements and base building work enabling lessee’s occupancy of that building, with the lease end date co-terminus with 7650 and 7665. The Annual Base Rent will be paid in advance for each of the three buildings per lease commencement as described above, subject to approved improvements and modifications, and transaction costs at a to-be-negotiated cap rate. Net Rent Payments will increase by 2.50% per annum beginning in Year 2 of the Lease.

Lease Term

Right of First Refusal

Net Rent Payments

The Lease will contain four (4) 5-year renewal options at Fair Market Value, (each, a “Renewal Option” collectively the “Renewal Options”). Lessee must provide notice of its intent to exercise each Renewal Option no later than eighteen (18) months prior to the then applicable expiration date.

Renewal Options

The Lease will include events of default and cure periods for the failure to pay rent and for breaches of other covenants and conditions. The Lease will include reasonable remedies to address events of default.

Events of Default

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Cushman & Wakefield | 46