Contract
Exhibit 4.8
ADDENDUM
NO. 6
TO
A CHARTER ANCILLARY AGREEMENT DATED 1ST
JANUARY, 2004
This
addendum no. 6 (the "Addendum
No. 6") to the charter ancillary agreement between the parties hereto
dated 1 January 2004 as amended by an addendum no. 1 thereto dated 15 June
2004, an addendum no. 2 thereto dated 3 February 2005, an addendum no. 3 thereto
dated 4 April 2005, an addendum no. 4 thereto dated 9 March 2006 and an addendum
no. 5 thereto dated 21 August 2007 (together, the "Agreement"), is entered into
on this 22 March 2010 by and between:
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(1)
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SHIP FINANCE INTERNATIONAL
LIMITED (the "Company");
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(2)
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THE VESSEL OWNING SUBSIDIARIES
LISTED IN SCHEDULE A HERETO (the "Owners");
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(3)
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FRONTLINE LTD. ("Frontline");
and
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(4)
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FRONTLINE SHIPPING
LIMITED (the "Charterer").
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(each a
"Party” and together the
"Parties".)
WHEREAS:
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(A)
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The
Parties are parties to the Agreement, setting forth, inter alia, the terms
of certain arrangements supporting and securing the Charterer's ability to
pay charter hire under separate charterparties between the Charterer and
each of the Owners.
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(B)
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Under
the terms of the Agreement, the Charterer has established a Charter
Service Reserve (as more specifically defined in the
Agreement).
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(C)
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The
Parties have subsequently agreed to make certain changes to the Agreement
and the Performance Guarantee, notably by reducing the Minimum Reserve
(and thus allowing the Charterer to return funds to Frontline), expanding
Frontline's obligations under the Performance Guarantee to include a
guarantee for the Charterer's obligations to pay Charter Hire and reducing
Frontline's obligations under the Performance Guarantee by removing
Frontline Management's obligations under the Management Agreements and the
Administrative Service Agreement from the guaranteed
obligations.
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(D)
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This
Addendum No. 6 is entered into in order to document the changes to the
Agreement.
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1.
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DEFINITIONS
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Terms and
expressions defined in the Agreement shall have the same meaning in this
Addendum No. 6, unless otherwise explicitly stated herein.
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2.
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AMENDMENTS
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The
Parties agree to the following amendments to the Agreement:
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(a)
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Definition
of "Cash Deposit"
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A new
definition of "Cash Deposit" shall be inserted in Clause 1.1,
reading:
"Cash Deposit" means a deposit
of Cash and/or Cash Equivalents in an amount at least equal to the applicable
Minimum Reserve, to be deposited by the Charterer into accounts to be held with
any of the financial institutions listed in Schedule B hereto and which shall be
blocked from withdrawals by the Charterer.
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(b)
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Definition
of "Cash Equivalents"
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The
definition of "Cash Equivalents" shall be deleted and replaced with the
following:
"Cash Equivalents" means (a)
time deposits and/or (b) other money market instruments with any of the
financial institutions listed in Schedule 1 hereto as counterparty and debtor
thereunder.
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(c)
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"Charter
Service Reserve”
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The
definition of "Charter Service Reserve" and any references to it therein shall
be deleted.
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(d)
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Definition
of "Event of Default"
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Paragraph
(d) of the definition of "Event of Default" shall be deleted and replaced with
the following:
"(d)
the failure of the Charterer at any time to maintain Cash and/or Cash
Equivalents as part of the Cash Deposit in an amount at least equal to the
applicable Minimum Reserve."
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(e)
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Definition
of "Minimum Reserve"
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The
definition of "Minimum Reserve" shall be deleted and replaced with the
following:
"Minimum Reserve" means
US$52,000,000 (provided, however, that the Minimum Reserve shall be reduced by
an amount equal to US$2,000,000 upon the termination of any Charter other than
by reason of default by the Charterer under the Agreement or the
Charters).
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(f)
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Definition
of "Performance Guarantee"
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The
definition of "Performance Guarantee" in the Agreement shall be deleted and
replaced with the following:
"Performance Guarantee" means
the performance guarantee issued by Frontline in favor of the Company and the
Owners on 1st
January 2004, as subsequently amended by an amendment no. 1 thereto dated 3rd
February 2005, an amendment no. 2 thereto dated 4 April 2005 and an amendment
no. 3 dated 22 March, 2010.
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(g)
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Changes
to the sixth Recital to the
Agreement
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The words
"(other than the payment of
charter hire)" and "and
the obligations of Frontline Management under the Management Agreements and the
Administrative Services Agreement" in the sixth Recital shall be deleted,
so that this provision shall read:
"WHEREAS,
pursuant to the Performance Guarantee, Frontline has agreed to guarantee the
performance of the obligations of the Charterer under the Charters and this
Agreement;"
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(h)
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Changes
to Section 2.1 (Charter Service
Reserve)
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The
heading of Section 2.1 shall be amended to read "(Cash Deposit") and Section 2.1
shall be deleted and replaced by the following:
"The
Charterer shall at any time hold the Cash Deposit in an amount at least equal to
the applicable Minimum Reserve and the Cash Deposit shall be blocked for
withdrawals by the Charterer."
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(i)
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Changes
to Section 2.2 (Negative covenants of the
Charterer)
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Sub-clause
(i) of Section 2.2 shall be deleted and replaced by the following:
"(i)
declare
or make any dividend or distribution of any kind whatsoever to its shareholders
(including through a buyback, redemption or repurchase of its securities) or
loan, repay or make any other payment in respect of Indebtedness of the
Charterer or any affiliate thereof (other than the Company and the Subsidiaries)
unless (i) the Charterer is then in compliance with all its obligations under
the Charters and this Agreement and (ii) the Charterer, after giving effect to
the declaration or repayment of any such dividend or distribution or the
disbursement of any such loan or payment in respect of such
Indebtedness, continues to be in compliance with all its obligations under
the Charters and this Agreement;"
The
following new sub-clauses (l) and (m) shall be added to Section 2.2 (Negative
covenants of the Charterer):
"(l)
fail
at any time to comply with all laws to which it may be subject if failure so to
comply will materially impair its ability to perform its obligations under this
Agreement or the Charters;
(m)
fail
at any time to comply with all national, international and state laws, rules,
regulations, treaties and conventions applicable to the Vessels, pertaining to
the pollution or protection of human health or the environment including,
without limitation, the carriage of oil and other pollutants and actual or
threatened emissions, spills, releases or discharges of oil and other
pollutants."
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(j)
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Changes
to Section 2.3 (Covenants of
Frontline)
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The
following new sub-clauses (c) and (d) shall be added to in Section 2.3
(Covenants of Frontline):
"(c)
Frontline
shall remain listed on a well known and reputable stock exchange acceptable to
the Company; and
(d)
Frontline
shall comply with all laws to which it may be subject if failure so to comply
will materially impair its or the Charterer's ability to perform its obligations
under this Agreement, the Charters and/or the Performance Guarantee, as
applicable."
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(k)
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Changes
to Section 2.4 (Financial Statements and Other
Information)
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“Charter Service Reserve”
shall be replaced by “Cash
Deposit” in item (1) of sub-clause (a) of Section 2.4.
The
following shall be deleted from sub-clause (a) of Section 2.4:
"(2)
sets forth in reasonable detail all payments into and from the Charter Service
Reserve during such month"
Sub-clauses
(b) and (c) of Section 2.4 shall be deleted in their entirety.
At the
end of Section 2.4 (Financial Statements and Other Information) of the
Agreement, the following provision be inserted:
"Frontline
hereby covenants and undertakes that it will deliver to the
Company:
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(a)
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as
soon as the same becomes available, but in any event within 180 days after
the end of each financial year, Frontline's audited financial statements
for that financial year;
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(b)
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as
soon as the same becomes available, but in any event within 60 days after
the end of each financial quarter, Frontline’s unaudited quarterly
financial statements;
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(c)
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all
public documents dispatched by Frontline to the New York Stock Exchange
and/or the Oslo Stock Exchange as soon as possible after they are
dispatched;
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(d)
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promptly,
such further information regarding any of Frontline's or the Charterer's
financial condition, business and operations as the Company and/or its
lenders may reasonably request."
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(l)
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Changes
to Section 2.5 of the Agreement
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The
following shall be inserted at the end of Section 2.5 (Earnings Account) of the
Agreement: ", to be held with
Nordea Bank Norge ASA or such other bank as the Company's and/or the Owners'
lenders may reasonably require.", so that this provision shall
read:
"2.5 Earnings Account. The
Charterer shall cause all of its revenues to be deposited into an earnings
account (the "Earnings
Account"), to be held with Nordea Bank Norge ASA or such other bank as
the Company's and/or the Owners' lenders may reasonably require."
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(m)
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Changes
to Article III of the Agreement
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Article
III (Deferral of Charter Payments) shall be deleted in its entirety, including
Sections 3.1 and 3.2.
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(n)
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Changes
to Section 4.3 of the Agreement
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Sub-clauses
(b), (c) and (d) of Section 4.3 (Delivery of Bonus Payment) shall be deleted in
their entirety.
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(o)
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Changes
to Section 5.1 of the Agreement
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Section
5.1 (Collateral) of the Agreement be deleted and replaced by the
following:
"5.1. Collateral. The
Charterer, the Company and Frontline covenant and agree that the Charterer's
obligations under this Agreement and the Charters shall be secured by first
priority fixed and/or floating charges, as applicable, over all of the
undertaking and all of the assets and rights (including the Earnings Account and
the Cash Deposit) of the Charterer whatsoever and wheresoever both present and
future and all outstanding capital stock of the Charterer (collectively, the
"Security Interests").
The Charterer and Frontline agree that they shall execute such documents and do
such things as may reasonably be required by the Company's lenders in order to
give full effect to their covenants in this Section 5.1."
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3.
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ADDENDUM
NO. 5
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The
Parties hereto refer to addendum no. 5 to the Agreement, dated 21 August 2007
(the “Addendum No. 5”).
By mistake, the Addendum No. 5 was referred to as the third addendum to the
Agreement upon execution. The Parties hereto agree that the Addendum No. 5 shall
hereinafter be referred to as the fifth addendum to the Agreement.
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4.
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MISCELLEANEOUS
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The
Parties hereto agree that the provisions of the Agreement as amended by this
Addendum No. 6 shall be identical to those in existence prior to the execution
of this Addendum No. 6 save insofar as the same have been amended hereby, and
that all references in the Agreement to the term "this Agreement" shall be
deemed to be references to the Agreement as confirmed and amended hereby and
references to "the Agreement", "hereof", "hereunder", "herein" and kindred
expressions shall be construed accordingly.
The
Parties agree that this Addendum No. 6 shall be governed by the laws of England
and Wales and that any disputes arising hereunder shall be subject to the same
dispute resolution mechanism as provided for under Section 8.3 of the
Agreement.
This
Addendum No. 6 shall become effective on the date of the Parties' signature
hereof.
IN
WITNESS WHEREOF the duly authorized representatives of the Parties hereto have
caused this Addendum No. 6 to be executed on the day and year first above
written.
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For
and on behalf of
SHIP
FINANCE INTERNATIONAL LIMITED
________________________________
Signature
________________________________
Name
with block letters
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For
and on behalf of
FRONTLINE
LTD.
________________________________
Signature
________________________________
Name
with block letters
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For
and on behalf of
FRONT
PRIDE SHIPPING INC.
FRONT
SPLENDOUR SHIPPING INC.
FRONT
GLORY SHIPPING INC.
FRONT
ARDENNE INC.
BOLZANO
PRIVATE LIMITED
FRONT
BRABANT INC.
GOLDEN
SEAWAY CORP.
GOLDEN
FJORD CORP.
GOLDEN
ESTUARY CORP.
FRONT
OPALIA INC.
GOLDEN
TIDE CORP.
FRONT
SCILLA INC.
ARIAKE
TRANSPORT CORPORATION
FRONT
STRATUS INC.
FRONT
SAGA INC.
FRONT
SERENADE INC.
FRONT
FALCON CORP.
HITACHI
HULL 4983 LTD.
FRONT
XXXXX PRIVATE LIMITED
TRANSCORP
PTE LTD
XXXXXXXX
SHIPPING LIMITED
FRONT
SEMBILAN PRIVATE LIMITED
KATONG
INVESTMENTS LIMITED
ASPINALL
PTE LTD
RETTIE
PTE LTD
BLIZANA
PTE LTD
________________________________
Signature
________________________________
Name
with block letters
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For
and on behalf of
FRONTLINE
SHIPPING LIMITED
________________________________
Signature
________________________________
Name
with block letters
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Schedule
A
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Front
Pride Shipping Inc.
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Front
Splendour Shipping Inc.
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Front
Glory Shipping Inc.
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Front
Ardenne Inc.
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Bolzano
Private Limited
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Front
Brabant Inc.
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Golden
Seaway Corp.
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Golden
Fjord Corp.
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Golden
Estuary Corp.
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Front
Opalia Inc.
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Golden
Tide Corp.
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Front
Scilla Inc.
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Ariake
Transport Corporation
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Front
Stratus Inc.
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Front
Saga Inc.
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Front
Serenade Inc.
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Front
Falcon Corp.
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Hitachi
Hull 4983 Ltd.
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Front
Xxxxx Private Limited
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Transcorp
Pte Ltd
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Xxxxxxxx
Shipping Limited
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Front
Sembilan Private Limited
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Katong
Investments Limited
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Aspinall
Pte Ltd
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Rettie
Pte Ltd
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Blizana
Pte Ltd
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Schedule
B
Financial
institutions with which Cash Deposit may be placed
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Nordea
Bank Norge ASA
Middelthuns
gate 17
X.X.
Xxx 0000 Xxxxxxx
XX-0000
Xxxx
Xxxxxx
Att:
Xxxxx Xxxxxxxx
Email:
xxxxx.xxxxxxxx@xxxxxx.xxx
Fax:
x00 00 00 00 00
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Crédit
Agricole CIB
0
xxxx xx Xxxxxxxxx Xxxx Xxxxxx
00000
Xxxxx La Defense
France
Att:
Loan Administration – Shipping / Xxxxxx Xxxxx
Fax: x00
0 00 00 00 00
Copy
to:
Credit
Agricole CIB
Ruseløkkvn.
6
X.X.
Xxx 0000 Xxxx
X-0000
Xxxx
Xxxxxx
Att: Xxxxxx
Xxxxx
Email:
xxxxxx.xxxxx@xx-xxx.xxx
Fax: x00
00 00 00 00
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Fortis
Bank (Nederland) N.V.
Xxxx
X'x xxxx 0
X-0000
Xxxx
Xxxxxx
Att:
Bjørn Flaate / Xxxx Xxxxxxxx
Email:
xxxxx.xxxxxx@xxxxxxxxxx.xx / xx@xxxxxxxxxx.xx
Fax:
x00 00 00 00 00
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ING
Bank N.V.
Location
AMP D06.039
X.X.
Xxx 0000
0000
XX Xxxxxxxxx
the
Netherlands
Att:
Remco Xxxxxx
Email:
xxxxx.xxxxxx@xxxxxxx.xxx
Fax:
x00 00 0000000
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Skandinaviska
Enskilda Xxxxxx XX (publ)
Xxxxxxxxx
Xxxxxx 0
X-0000
Xxxx
Xxxxxx
Att:
Xxxxx Xxxxxxxxx
Email:
xxxxx.xxxxxxxxx@xxx.xx
Fax:
x0000000000
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Scotiabank
Europe Plc
Scotioa
House
00
Xxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
XX
Att:
Xxxxx Xxxxxxx
Email:
xxxxx_xxxxxxx@xxxxxxxxxxxxx.xxx
Fax:
x00 000 000 0000
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BNP
Paribas
BNP
Paribas Oslo Branch
X.X.
000 Xxxxxxx
0000
Xxxx
Xxxxxx
Att:
Pierre De Fontenay / Evariste Beau
Email:
xxxxxx.xxxxxxxxxx@xxxxxxxxxx.xxx /
xxxxxxxx.xxxx@xxxxxxxxxx.xxx
Fax:
x00 00 00 00 00
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Citibank
N.A. London
Xxxxxxxxxxxxxxxxx
0-00
0000
Xxxx
Xxxxxx
Att:
Frithiof Wilhelmsen
Email:
xxxxxxxx.xxxxxxxxxx@xxxx.xxx
Fax:
x00 00 00 00 00
Copy
to:
00
Xxxxxx Xxxxxx
Xxxxxx
Xxxxx
Xxxxxx
X00 0XX
XX
Att:
Xxxxx Xxxxx
Email:
xxxxx.xxxxx@xxxx.xxx
Fax:
x00 (0) 00 0000 0000
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Fokus
Bank - Norwegian Branch of Xxxxxx Xxxx X/X
X.X.
Xxx 0000 Xxxxxxx
X-0000
Xxxx
Xxxxxx
Att:
Xxx Xxxx Xxxxx / Xxxx-Gry Xxxxxx
Email:
xx@xxxxx.xx / xxxxxx@xxxxx.xx
Fax:
+ 00 00 00 00 00
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ITF
International Transport Finance Suisse AG
Xxxxxxxxxxxxxxxxx
00
XX.0000
Xxxxxx
Xxxxxxxxxxx
Att:
Xx. Xxxxxxxxx Xxxxxxxxx
Email:
xxxxxxxxx.xxxxxxxxx@xxx-xxxxxx.xxx
Fax:
x00 00 0000 000
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Lloyds
TSB Bank Plc
00
Xxx Xxxxx Xxxxxx
Xxxxxx
Xxx:
Xxxxxxxx Xxxxxxxxx , Xxxxx Xxxxxx, Xxxx Xxxxxxx
Email:
Xxxxxxxx.Xxxxxxxxx@xxxxxxxxxxxxx.xxx, Xxxxx.xxxxxx@xxxxxxxxxxxxx.xxx,
Xxxx.Xxxxxxx@xxxxxxxxxxxxx.xxx
Fax:
x00 00 0000 0000
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NIBC
Bank X.X.
Xxxxxxxxxxxxx
0
0000
XX
Xxx
Xxxxx
Xxx
Xxxxxxxxxxx
Att:
Jan-Xxxxxx Xxxxxxxxxxxxxxx
Email:xxx-xxxxxx.xxxxxxxxxxxxxxx@xxxx.xxx
Fax:
x00 (0) 00 000 0000
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Swedbank
AB (publ)
Marine
Finance, E 721
Regeringsgatan
00XX-000 00 Xxxxxxxxx
Xxxxxx
Att:
Xxxxxxxx Xxxxxxxxx / Xxxxx Xxxxxxx
Email:
xxxxxxxx.xxxxxxxx@xxxxxxxx.xx / xxxxx.xxxxxxx@xxxxxxxx.xx
Fax:
x00 0 000 00 00
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