PROJECT SAIL Term Sheet Dated as of September 2, 2014Project Sail • September 5th, 2014 • Apollo Management Holdings GP, LLC • Water transportation
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Norwegian Cruise Line Holdings Ltd. (“NCL”), Portland Merger Sub, Inc. (“Merger Sub”), Prestige Cruises International, Inc. (“Prestige”) and Apollo Management, L.P. in its capacity as sellers’ representative, and the transactions contemplated by the Merger Agreement, including the merger (the “Merger”) of Merger Sub with and into Prestige. Subject to the closing of the Merger, the following term sheet (the “Term Sheet”) sets forth certain modifications to the existing contractual relationship among GHK, Apollo and TPG set forth in the Amended and Restated Shareholders’ Agreement, dated as of January 24, 2013, by and among NCL and the parties thereto (the “Shareholders’ Agreement”). Capitalized terms used in this Term Sheet and not defined shall have the meanings given to such terms in the Shareholders’ Agreement. For purposes of this Term Sheet and the Shar
