AMENDMENT AGREEMENT NO. 1
AMENDMENT
AGREEMENT NO. 1
This
amendment agreement (the “Amendment”) is entered into on this
21st
day of August 2007 by and among:
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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
OF THE COMPANY named in Schedule 1 hereto (the “Owners”);
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(3)
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FRONTLINE LTD. (“Frontline”);
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and
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(4)
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FRONTLINE SHIPPING II LTD.
(the “Charterer”)
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(hereinafter
collectively referred to as the “Parties”) for the purpose of
amending certain terms in a charter ancillary agreement entered into on June 20,
2005 between the Parties and some other vessel owning subsidiaries of the
Company at such time (the ‘‘Charter
Agreement”.
The
following has, with effect from April 1, 2007 (the “Effective Date”) been agreed between the
Parties:
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1.
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Terms
defined in the Charter Agreement shall have the same meaning as set out
therein when used in the following.
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2.
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The
term “Agreement” shall, when used
in the Charter Agreement, hereafter mean the Charter Agreement as amended
by this Amendment.
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3.
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Clause
3.1 shall be amended by deleting the
words:
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“...
(provided, however, that in no event shall such Bonus Payment be less than
$0), ...”.
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in
line 3 and 4 thereof.
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4.
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Clause
3.2 of the Charter Agreement shall be substituted with the following
wording:
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“3.2
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Preparation and Delivery of
Bonus Payment Schedules
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(a)
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The
period upon which each Bonus Amount shall be determined shall be three
calendar months and shall coincide with the calendar quarters of each
calendar year.
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(b)
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No
later than on the last Business Day in the calendar month following the
end of each calendar quarter, the Charterer shall prepare or cause to be
prepared, and shall deliver to the Company, a Bonus Payment Schedule with
respect to the preceding quarter. Each Bonus Payment Schedule shall set
forth, in each case with respect to the preceding quarter, the TCE
revenues of each Vessel and the Charterer’s calculation of the Bonus
Amount on a year to date basis less any agreed Bonus Amount(s) for the
preceding quarters in the relevant calendar year. The Charterer shall, at
the same time, provide to the Company such supporting work papers or other
supporting information as may be reasonably requested by the Company in
order to verify the calculation of the Bonus Amount for the preceding
quarter. Such Bonus Payment Schedule shall be prepared in accordance with
GAAP, consistent with the preparation of Frontline’s accounts, and shall
be certified by the chief financial officer of the Charterer and, if
requested by the Company, by the Charterer’s independent
accountants.
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(c)
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It
is agreed and understood between the Parties that a Bonus Payment
pertaining to a quarter can be positive or
negative.
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5.
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The
wording of Clause 3.3 (a) of the Charter Agreement shall be substituted
with the
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following
wording:
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“Following
the Charterer’s submittal of the Bonus Payment Schedule for the fourth quarter
of each calendar year to the Company and the Company’s acceptance thereof and
subject to the other provisions of this Section 3.3, the Bonus Amounts (whether
positive or negative) for the four quarters of each calendar year shall be
aggregated (the “Bonus
Payment”).
The
Bonus Payment shall be paid by the Charterer by wire transfer of immediately
available funds to the wire transfer address of the Company. Such payments shall
be made on a Business Day no later than 1 March in the calendar year subsequent
to which it pertains (the “Bonus Payment
Date”).
The
Bonus Payment for each calendar year shall, in no event, be less than
$0”.
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6.
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The
Parties agree that the Bonus Amount pertaining to the 1st
quarter of 2007, when calculated in January 2008, shall be included
in the aggregate Bonus Amount for 2007 and paid
accordingly.
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7.
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Except
as expressly amended by this Amendment, the Charter Agreement shall be and
remain in full force and effect.
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8.
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This
Agreement shall be governed by and construed in accordance with the laws
of England.
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For
and on behalf of
SHIP
FINANCE INTERNATIONAL LIMITED
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For
and on behalf of
FRONTLINE
LIMITED
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_______________________________________
Xxxx
Xxxxxxxxx
As
per special authority
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________________________________
Xxxxx
Xxxxxxxx
As
per special authority
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For
and on behalf of
FRONTLINE
SHIPPING LIMITED
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For
and on behalf of
THE
OWNERS LISTED IN SCHEDULE 1
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______________________________________
Xxxxx
Xxxxxxxx
As
per special authority
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________________________________
Xxxx
Xxxxxxxxx
Director
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SCHEDULE
1
Vessel
Owning Subsidiaries
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Vessel
Owner
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Vessel
Name
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Ultimate
Shipping Ltd.
Millcroft
Maritime XX
Xxxxxx
Narrow Corporation
Xxxxxx
Bay Marine Company Limited
Newbond
Shipping Company Limited
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“Front
Century”
“Front
Champion”
“Golden
Victory”
“Front
Force”
“Front
Energy”
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