AMENDMENT NO. 4 TO A PERFORMANCE GUARANTEE DATED 1ST JANUARY, 2004
Exhibit
4.3
AMENDMENT
NO. 4
TO
A PERFORMANCE GUARANTEE DATED 1ST
JANUARY, 2004
This
amendment no. 4 (the "Amendment
no. 4") to the performance guarantee issued by Frontline Ltd. in favour
of Ship Finance International Limited and the Owners (as defined therein) dated
1 January 2004, and as amended by an amendment no. 1 thereto dated 3 February
2005, an amendment no. 2 thereto dated 4 April 2005 and an amendment no. 3
thereto dated 9 March 2006 (together, the "Performance Guarantee"), is
made by way of deed as of this 22 March 2010 by and between:
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(1)
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FRONTLINE LTD. (the
"Guarantor");
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(2)
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SHIP FINANCE INTERNATIONAL
LIMITED (the "Company");
and
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(3)
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Each of the Owners (as
defined in the Agreement (which term is defined in Recital (B)
below)).
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(each a
"Party" and together the
"Parties".)
WHEREAS:
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(A)
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The
Guarantor has issued the Performance Guarantee for the performance of
certain obligations of its wholly owned subsidiaries Frontline Shipping
Limited under certain time charters and Frontline Management (Bermuda)
Ltd. Under certain management agreements and an administrative services
agreement.
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(B)
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The
Parties, among others, are parties to a charter ancillary agreement 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 21 August 2007 and an addendum no. 4 thereto as of the date
hereof (together, the "Agreement").
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(C)
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The
Parties have, in the addendum no. 4 to the Agreement, agreed to make
certain changes to the Performance Guarantee and the Parties have
consequently agreed to enter into this Amendment no. 4 in order to
document the same.
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1.
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DEFINITIONS
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Terms and
expressions defined in the Performance Guarantee shall have the same meaning
when used in this Amendment no. 4, unless otherwise explicitly stated
herein.
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2.
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AMENDMENTS
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The
Parties agree that:
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(i)
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the
definition of "Charter
Ancillary Agreement" in Recital C shall be amended by adding "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 21 August 2007 and an addendum no. 4
thereto dated [●] March
2010.";
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(ii)
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the
definition of "Guaranteed Obligations"
shall be deleted and replaced by the
following:
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"means the obligations of the
Charterers set out in Clause 2.1 (a) below:";
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(iii)
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the
definition of "Relevant Documents" shall be amended by deleting "the Management Agreements and
the Administrative Services
Agreement";
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(iv)
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"certain" shall be
replaced with "the" under item (i) of
Recital (G) of the Performance Guarantee and the references to the
Management Agreement and the Administrative Service Agreement shall be
deleted from the same Recital, so that this provision shall
read:
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"WHEREAS,
in order to induce the Company to enter into the Charter Ancillary Agreement and
in order to induce the Owners to enter into the Charters and the Charter
Ancillary Agreement, the Guarantor is willing to guarantee (i) the obligations
of the Charterer under the Charters and (ii) the obligations of the Charterer
under the Charter Ancillary Agreement;";
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(v)
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Section
2.1 (a) of the Performance Guarantee shall be amended by deleting "provided, however, that this
Guarantee shall not extend to the payment of Charter Hire;" and
adding "including
without limitation the payment of Charter Hire", so that the
provision shall read:
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"guarantees
to each Beneficiary the full and punctual performance of the obligations of the
Charterer under the Charters and the Charter Ancillary Agreement and the due
payment of all amounts payable by the Charterer under the Charters and the
Charter Ancillary Agreement, including, without limitation, the payment of
Charter Hire;";
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(vi)
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Section
2.1 (b) and (c) shall be deleted and replaced by Section 2.1 (d) and (e)
which shall thereafter serve as the new Section 2.1 (b) and
(c).
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3.
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MISCELLEANEOUS
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The
Parties agree that this Amendment no. 4 shall be governed by the laws of England
and that any disputes arising hereunder shall be subject to the same dispute
resolution mechanism as provided for under Section 13 of the Performance
Guarantee.
This
Amendment no. 4 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 Amendment no. 4 to be duly executed as a deed on the day and year
first above written.
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EXECUTED as a deed
by
for
and on behalf of
SHIP
FINANCE INTERNATIONAL LIMITED
____________________________________
Signature
____________________________________
Name
with block letters
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EXECUTED as a deed
by
for
and on behalf of
FRONTLINE
LTD.
____________________________________
Signature
____________________________________
Name
with block letters
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In
the presence of:
____________________________________
Signature
____________________________________
Name
with block letters
EXECUTED as a deed
by
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
In
the presence of:
____________________________________
Signature
____________________________________
Name
with block letters
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In
the presence of:
____________________________________
Signature
____________________________________
Name
with block letters
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