0000919574-12-005599 Sample Contracts

SHIP FINANCE INTERNATIONAL LIMITED (a Bermudian exempted company) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 9th, 2012 • Ship Finance International LTD • Deep sea foreign transportation of freight • New York

Ship Finance International Limited, a Bermudian exempted company (the "Company"), confirms its agreement with Morgan Stanley & Co. LLC ("Morgan Stanley") (the "Underwriter"), with respect to the sale by the Company of the number of shares of Common Stock, par value $1.00 per share, of the Company ("Common Stock") set forth in Schedule A hereto. The aforesaid 6,000,000 shares of Common Stock are herein called the "Securities."

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