AMENDMENT AGREEMENT NO. 3
This
amendment agreement No. 3 (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 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 January
1, 2004 between the Parties and some other vessel owning subsidiaries of the
Company at such time as subsequently amended by an addendum No. 1 thereto of
June 15, 2004 and an amendment No. 2 thereto dated February 3, 2005 (together,
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
4.1 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),
....”.
in
lines 3 and 4 thereof.
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4.
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Clause
4.2 of the Charter Agreement shall be substituted with the following
wording:
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“4.2
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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, (i) the TCE
revenues of the VLCCs, (ii) the TCE revenues of the Suezmaxes and (iii)
the Charterer’s calculation of the VLCC Bonus Amount, the Suezmax Bonus
Amount and the aggregate thereof on a year to date basis less any agreed
Bonus Amount(s) for the preceding quarters in the relevant calendar year
(the “Bonus
Amount”). 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 Amount
pertaining to a quarter can be positive or
negative.
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5.
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The
wording of Clause 4.3 (a) of the Charter Agreement shall be substituted
with the 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 4.3, the Bonus Amounts (whether
positive or negative) for the four quarters of each calendar year shall be
aggregated (the “Bonus
Payment”).
The
Bonus Paymenet shall be paid by the Charterer by wire transfer of immediately
available funds to the wire transfer address of the Company. Such payment 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 VLCC Bonus Amount and the Suezmax 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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Ariake
Transport Corporation
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“Ariake”
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Aspinall
Pte. Ltd.
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“Front
Viewer”
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Blizana
Pte. Ltd.
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“Front
Rider”
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Bolzano
Pte. Ltd.
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“Mindanao”
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Xxxxxxxx
Shipping Ltd.
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“Front
Driver”
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Edinburgh
Navigation S.A.
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“Edinburgh”
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Fox
Maritime Pte. Ltd.
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“Front
Sabang”
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Front
Ardenne Inc.
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“Front
Ardenne”
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Front
Brabant Inc.
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“Front
Brabant”
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Front
Dua Pte. Ltd.
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“Front
Duchess”
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Front
Empat Pte. Ltd.
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“Front
Highness”
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Front
Enam Pte. Ltd.
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“Front
Lord”
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Front
Falcon Inc.
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“Front
Falcon”
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Front
Glory Shipping Inc.
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“Front
Glory”
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Front
Xxxxx Pte. Ltd.
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“Front
Climber”
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Front
Lima Pte. Ltd.
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“Front
Lady”
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Front
Opalia Inc.
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“Opalia”
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Front
Pride Shipping Inc.
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“Front
Pride”
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Front
Saga Inc.
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“Front
Page”
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Front
Scilla Inc.
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“Front
Scilla”
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Front
Sembilan Pte. Ltd.
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“Front
Leader”
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Front
Serenade Inc.
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“Front
Serenade”
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Front
Splendour Shipping Inc.
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“Front
Splendour”
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Front
Stratus Inc.
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“Front
Stratus”
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Front
Tiga Pte. Ltd.
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“Front
Duke”
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Golden
Estuary Corporation
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“Front
Comanche”
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Golden
Fjord Corporation
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“Xxxxx”
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Golden
Seaway Corporation
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“Front
Vanguard”
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Golden
Sound Corporation
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“Front
Vista”
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Golden
Tide Corporation
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“Front
Circassia”
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Hitachi
Hull 4983 Corporation
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“Otina”
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Katong
Investments Ltd.
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“Front
Breaker”
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Langkawi
Shipping Ltd.
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“Front
Birch”
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Rettie
Pte. Ltd.
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“Front
Striver”
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Sea
Ace Corporation
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“Front
Ace”
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Sibu
Shipping Ltd.
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“Front
Maple”
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Transcorp
Pte. Ltd.
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“Front
Xxxxxx”
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SK 02089 0009 859984
