Common use of Non-Binding Clause in Contracts

Non-Binding. Unless expressly authorised in writing by the Group-Wide Lenders and then on such terms and conditions as the Group-Wide Lenders may require, the Steering Committee shall not negotiate the terms of or enter into any agreement on behalf of the Group-Wide Lenders or any of them. This Clause 30 may be relied upon by any member of the Steering Committee notwithstanding the second paragraph of Clause 1.2. Made in five (5) originals on the date before written. F3 TWO, LTD. BNP PARIBAS (as Lender and as Agent) by: by: its: its: CALYON HSBC FRANCE by: by: its: its: SOCIETE GENERALE by: its: APPENDIX I DOCUMENTS TO BE PRODUCED BY THE BUILDER TO BNP PARIBAS AS AGENT Certified Copy of the commercial invoice, duly executed by the Builder in favour of the Borrower and countersigned by the Borrower. Certified Copy of the Protocol of Delivery and Acceptance, duly executed by the Builder and the Borrower. Certified Copy of the declaration of warranty, duly executed by the Builder confirming that the Vessel is delivered to the Borrower free and clear of all encumbrances whatsoever. Certified Copy of the commercial invoice(s) corresponding to the Change Orders or any other similar document issued by the Builder stating the Change Order Amount, duly executed by the Builder in favour of the Borrower and countersigned by the Borrower. Acknowledgement of the notice of assignment of the Borrower’s rights under the post-delivery warranty given by the Builder under the Building Contract pursuant to the Assignment of Warranty Rights. Certified Copy of the power of attorney pursuant to which the authorised signatory of the Builder signed the documents referred to in this Appendix I and a specimen of his signature. APPENDIX II THE ORIGINAL LENDERS AND THE MANDATED LEAD ARRANGERS Name Registered Address Registered Number with the Registry of Trade and Companies BNP PARIBAS 00 xxxxxxxxx xxx Xxxxxxxx, 00000 Xxxxx, Xxxxxx 662 042 449 (RCS Paris) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (formerly known as Calyon) 0 xxxx xx Xxxxxxxxx Xxxx Xxxxxx, 92920 Paris La Défense Cedex, France 304 187 701 (RCS Nanterre) HSBC FRANCE 000 xxxxxx xxx Xxxxxx Xxxxxxx, 00000 Xxxxx, Xxxxx 00, Xxxxxx 775 670 284 (RCS Paris) SOCIETE GENERALE 00 xxxxxxxxx Xxxxxxxxx, 00000 Xxxxx, Xxxxxx 552 120 222 (RCS Paris) each a French société anonyme APPENDIX III FORM OF TRANSFER CERTIFICATE To: [ ] as Agent From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”) Dated: Norwegian Epic, Ltd. (formerly known as F3 Two, Ltd.) - Equivalent Amount in Dollars of EUR662,905,320 Loan Agreement dated 22 September 2006 (as amended and/or restated) (the “Agreement”)

Non-Binding. Unless expressly authorised in writing by the Group-Wide Lenders and then on such terms and conditions as the Group-Wide Lenders may require, the Steering Committee shall not negotiate the terms of or enter into any agreement on behalf of the Group-Wide Lenders or any of them. This Clause 30 may be relied upon by any member of the Steering Committee notwithstanding the second paragraph of Clause 1.2. Made in five (5) originals on the date before written. F3 TWO, LTD. BNP PARIBAS (as Lender and as Agent) by: by: its: its: CALYON HSBC FRANCE by: by: its: its: SOCIETE GENERALE by: its: APPENDIX I DOCUMENTS TO BE PRODUCED BY THE BUILDER TO BNP PARIBAS AS AGENT Certified Copy of the commercial invoice, duly executed by the Builder in favour of the Borrower and countersigned by the Borrower. Certified Copy of the Protocol of Delivery and Acceptance, duly executed by the Builder and the Borrower. Certified Copy of the declaration of warranty, duly executed by the Builder confirming that the Vessel is delivered to the Borrower free and clear of all encumbrances whatsoever. Certified Copy of the commercial invoice(s) corresponding to the Change Orders or any other similar document issued by the Builder stating the Change Order Amount, duly executed by the Builder in favour of the Borrower and countersigned by the Borrower. Acknowledgement of the notice of assignment of the Borrower’s rights under the post-delivery warranty given by the Builder under the Building Contract pursuant to the Assignment of Warranty Rights. Certified Copy of the power of attorney pursuant to which the authorised signatory of the Builder signed the documents referred to in this Appendix I and a specimen of his signature. APPENDIX II THE ORIGINAL LENDERS AND THE MANDATED LEAD ARRANGERS Name Registered Address Registered Number with the Registry of Trade and Companies BNP PARIBAS 00 xxxxxxxxx xxx Xxxxxxxx, 00000 Xxxxx, Xxxxxx 662 042 449 (RCS Paris) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (formerly known as Calyon) CALYON 0 xxxx xx Xxxxxxxxx Xxxx Xxxxxx, 92920 Paris La Défense Cedex, France 304 187 701 (RCS Nanterre) HSBC FRANCE 000 xxxxxx xxx Xxxxxx Xxxxxxx, 00000 Xxxxx, Xxxxx 00, Xxxxxx 775 670 284 (RCS Paris) SOCIETE GENERALE 00 xxxxxxxxx Xxxxxxxxx, 00000 Xxxxx, Xxxxxx 552 120 222 (RCS Paris) each a French société anonyme APPENDIX III FORM OF TRANSFER CERTIFICATE To: [ ] as Agent From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”) Dated: Norwegian Epic, Ltd. (formerly known as F3 Two, Ltd.) - Equivalent Amount in Dollars of EUR662,905,320 Loan Agreement dated 22 September 2006 (as amended and/or restated) (the “Agreement”)Agent

Non-Binding. Unless expressly authorised Intent This Term Sheet is not exhaustive, and constitutes solely a summary of the key terms of the Proposed Restructuring. The matters contained in writing by this Term Sheet are subject the Group-Wide Lenders good faith negotiation, drafting and then on such terms execution of definitive long form documentation. Except with respect to paragraphs “Confidentiality”, “Governing Law” and conditions as the Group-Wide Lenders may require“Steering Committee Undertaking” set out herein, nothing in this Term Sheet shall give rise to any legally binding obligation. Confidentiality This Term Sheet and its contents are strictly confidential and, none of RTL, any member of the Steering Committee shall not negotiate the terms of or enter into any agreement on behalf of the Group-Wide Lenders or any of them. This Clause 30 their respective affiliates may be relied upon disclose it to any person without the prior written consent of RTL, in the case of disclosure by any member of the Steering Committee, or Cadwalader, Xxxxxxxxxx & Xxxx LLP (“Cadwalader”), in the case of any disclosure by RTL or any of its affiliates; provided, that this provision shall not prevent disclosure (i) to the Company and its advisors, (ii) on a need-to-know basis to such person’s respective directors, officers, counsel, accountants, financial advisors and affiliates who are directly involved in the Proposed Restructuring and (iii) as required or requested with respect to any applicable law, regulation, rule of any self-regulatory body or judicial or civil proceeding or investigation or which is necessary to avoid sanction, provided that any disclosure by RTL under Schedule 13-D or otherwise regarding this Joint Summary Term Sheet shall be reviewed in advance by Cadwalader. Advisory Fees The plan of reorganization pursuant to Chapter 11 of the Bankruptcy Code filed with the exchange offer will provide that the engagement letters for each of Cadwalader, Xxxxxxxxxx & Xxxx LLP and Moelis & Company, advisors to the Steering Committee notwithstanding and White & Case LLP and Blackstone, advisors to RTL, shall be assumed and all fees and expenses due thereunder shall be paid by the second paragraph of Clause 1.2. Made in five (5) originals Company on the effective date before written. F3 TWO, LTD. BNP PARIBAS (as Lender and as Agent) by: by: its: its: CALYON HSBC FRANCE by: by: its: its: SOCIETE GENERALE by: its: APPENDIX I DOCUMENTS TO BE PRODUCED BY THE BUILDER TO BNP PARIBAS AS AGENT Certified Copy of the commercial invoice, duly executed by plan without further application to the Builder in favour bankruptcy court. RTL Put Option RTL agrees that upon completion of the Borrower and countersigned by Proposed Restructuring it shall waive the Borrower. Certified Copy exercise of the Protocol put option contained in the Amended and Restated Securities Purchase Agreement by and between the Company and RTL, dated as of Delivery and Acceptance, duly executed by the Builder and the Borrower9 July 2012. Certified Copy Steering Committee Undertaking Each member of the declaration of warrantySteering Committee hereby agrees until 10 March 2013, duly executed by the Builder confirming that the Vessel is delivered not to the Borrower free and clear of all encumbrances whatsoever. Certified Copy (i) seek, solicit or support or engage in negotiations regarding any reorganization, merger, sale or restructuring of the commercial invoice(s) corresponding to the Change Orders Company or any of its subsidiaries other similar document issued by than the Builder stating the Change Order Amount, duly executed by the Builder in favour of the Borrower and countersigned by the Borrower. Acknowledgement of the notice of assignment of the Borrower’s rights under the post-delivery warranty given by the Builder under the Building Contract pursuant to the Assignment of Warranty Rights. Certified Copy of the power of attorney pursuant to which the authorised signatory of the Builder signed the documents referred to Proposed Restructuring set forth in this Appendix I Term Sheet or (ii) sell, assign, transfer, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such action, a "Transfer"), any of its 2016 Notes or any right related thereto and a specimen of his signatureincluding any voting rights associated with such 2016 Notes, unless prior to such Transfer the transferee either is or becomes bound by this Term Sheet. APPENDIX II THE ORIGINAL LENDERS AND THE MANDATED LEAD ARRANGERS Name Registered Address Registered Number with the Registry of Trade and Companies BNP PARIBAS 00 xxxxxxxxx xxx Xxxxxxxx, 00000 Xxxxx, Xxxxxx 662 042 449 (RCS Paris) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (formerly known as Calyon) 0 xxxx xx Xxxxxxxxx Xxxx Xxxxxx, 92920 Paris La Défense Cedex, France 304 187 701 (RCS Nanterre) HSBC FRANCE 000 xxxxxx xxx Xxxxxx Xxxxxxx, 00000 Xxxxx, Xxxxx 00, Xxxxxx 775 670 284 (RCS Paris) SOCIETE GENERALE 00 xxxxxxxxx Xxxxxxxxx, 00000 Xxxxx, Xxxxxx 552 120 222 (RCS Paris) each a French société anonyme APPENDIX III FORM OF TRANSFER CERTIFICATE To: [ ] as Agent From: [The Existing Lender] (the “Existing Lender”) and [The Governing Law New Lender] (the “New Lender”) Dated: Norwegian Epic, Ltd. (formerly known as F3 Two, Ltd.) - Equivalent Amount in Dollars of EUR662,905,320 Loan Agreement dated 22 September 2006 (as amended and/or restated) (the “Agreement”)York law.

Non-Binding. Unless expressly authorised in writing by the Group-Wide Lenders and then on such terms and conditions as the Group-Wide Lenders may require, the Steering Committee shall not negotiate the terms of or enter into any agreement on behalf of the Group-Wide Lenders or any of them. This Clause 30 may be relied upon by any member of the Steering Committee notwithstanding the second paragraph of Clause 1.2. Made in five (5) originals on the date before written. F3 TWO, LTD. BNP PARIBAS (as Lender and as Agent) by: by: its: its: CALYON HSBC FRANCE by: by: its: its: SOCIETE GENERALE by: its: APPENDIX I DOCUMENTS TO BE PRODUCED BY THE BUILDER TO BNP PARIBAS AS AGENT Certified Copy of the commercial invoice, duly executed by the Builder in favour of the Borrower and countersigned by the Borrower. Certified Copy of the Protocol of Delivery and Acceptance, duly executed by the Builder and the Borrower. Certified Copy of the declaration of warranty, duly executed by the Builder confirming that the Vessel is delivered to the Borrower free and clear of all encumbrances whatsoever. Certified Copy of the commercial invoice(s) corresponding to the Change Orders or any other similar document issued by the Builder stating the Change Order Amount, duly executed by the Builder in favour of the Borrower and countersigned by the Borrower. Acknowledgement of the notice of assignment of the Borrower’s rights under the post-delivery warranty given by the Builder under the Building Contract pursuant to the Assignment of Warranty Rights. Certified Copy of the power of attorney pursuant to which the authorised signatory of the Builder signed the documents referred to in this Appendix I and a specimen of his signature. APPENDIX II THE ORIGINAL LENDERS AND THE MANDATED LEAD ARRANGERS Name Registered Address Registered Number with the Registry of Trade and Companies BNP PARIBAS 00 xxxxxxxxx xxx Xxxxxxxx, 00000 Xxxxx, Xxxxxx 662 042 449 (RCS Paris) CREDIT AGRICOLE CORPORATE AND & INVESTMENT BANK (formerly known as Calyon) 0 xxxx xx Xxxxxxxxx Xxxx Xxxxxx, 92920 Paris La Défense Cedex, France 304 187 701 (RCS Nanterre) HSBC FRANCE 000 xxxxxx xxx Xxxxxx Xxxxxxx, 00000 Xxxxx, Xxxxx 00, Xxxxxx 775 670 284 (RCS Paris) SOCIETE GENERALE 00 xxxxxxxxx Xxxxxxxxx, 00000 Xxxxx, Xxxxxx 552 120 222 (RCS Paris) each a French société anonyme APPENDIX III FORM OF TRANSFER CERTIFICATE To: [ ] as Agent From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”) Dated: Norwegian Epic, Ltd. (formerly known as F3 Two, Ltd.) - Equivalent Amount in Dollars of EUR662,905,320 Loan Agreement dated 22 September 2006 (as amended and/or restated) (the “Agreement”)

Non-Binding. Unless expressly authorised in writing by the Group-Wide Lenders and then on such terms and conditions as the Group-Wide Lenders may require, the Steering Committee shall not negotiate the terms of or enter into any agreement on behalf of the Group-Wide Lenders or any of them. This Clause 30 may be relied upon by any member of the Steering Committee notwithstanding the second paragraph of Clause 1.2. Made in five (5) originals on the date before written. F3 TWO, LTD. BNP PARIBAS (as Lender and as Agent) by: by: ____________________ ____________________ its: its: CALYON HSBC FRANCE by: by: ____________________ ____________________ its: its: SOCIETE GENERALE by: ____________________ its: APPENDIX I DOCUMENTS TO BE PRODUCED BY THE BUILDER TO BNP PARIBAS AS AGENT Certified Copy of the commercial invoice, duly executed by the Builder in favour of the Borrower and countersigned by the Borrower. Certified Copy of the Protocol of Delivery and Acceptance, duly executed by the Builder and the Borrower. Certified Copy of the declaration of warranty, duly executed by the Builder confirming that the Vessel is delivered to the Borrower free and clear of all encumbrances whatsoever. Certified Copy of the commercial invoice(s) corresponding to the Change Orders or any other similar document issued by the Builder stating the Change Order Amount, duly executed by the Builder in favour of the Borrower and countersigned by the Borrower. Acknowledgement of the notice of assignment of the Borrower’s rights under the post-delivery warranty given by the Builder under the Building Contract pursuant to the Assignment of Warranty Rights. Certified Copy of the power of attorney pursuant to which the authorised signatory of the Builder signed the documents referred to in this Appendix I and a specimen of his signature. APPENDIX II THE ORIGINAL LENDERS AND THE MANDATED LEAD ARRANGERS Name Registered Address Registered Number with the Registry of Trade and Companies BNP PARIBAS 00 xxxxxxxxx xxx Xxxxxxxx, 00000 Xxxxx, Xxxxxx 662 042 449 (RCS Paris) CREDIT AGRICOLE CORPORATE AND & INVESTMENT BANK (formerly known as Calyon) 0 xxxx xx Xxxxxxxxx Xxxx Xxxxxx, 92920 Paris La Défense Cedex, France 304 187 701 (RCS Nanterre) HSBC FRANCE 000 xxxxxx xxx Xxxxxx Xxxxxxx, 00000 Xxxxx, Xxxxx 00, Xxxxxx 775 670 284 (RCS Paris) SOCIETE GENERALE 00 xxxxxxxxx Xxxxxxxxx, 00000 Xxxxx, Xxxxxx 552 120 222 (RCS Paris) each a French société anonyme APPENDIX III FORM OF TRANSFER CERTIFICATE To: [ ] as Agent From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”) Dated: Norwegian Epic, Ltd. (formerly known as F3 Two, Ltd.) - Equivalent Amount in Dollars of EUR662,905,320 Loan Agreement dated 22 September 2006 (as amended and/or restated) (the “Agreement”)III