SHIP FINANCE INTERNATIONAL LIMITED, as Issuer AND WILMINGTON TRUST COMPANY, as Trustee INDENTURE Dated as of December 18, 2003 Providing for Issuance ofIndenture • May 21st, 2004 • Ship Finance International LTD • New York
INDENTURE dated as of December 18, 2003, between SHIP FINANCE INTERNATIONAL LIMITED, a Bermuda exempted company (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation (the “Trustee”) as Trustee.
ESCROW AGREEMENTEscrow Agreement • May 21st, 2004 • Ship Finance International LTD • New York
This Escrow Agreement, dated as of December 18, 2003 (this “Agreement”), is by and among Jefferies & Company, Inc. and Citigroup Global Markets Inc., as the initial purchasers under the Purchase Agreement (together, the “Depositors”), Wilmington Trust Company, a Delaware banking corporation, both in its capacity as trustee under the Indenture (“Trustee”) and as Escrow Agent under this Agreement (“Escrow Agent”), Ship Finance International Limited, a Bermuda exempted company (the “Company”), and Frontline Ltd., a Bermuda exempted company (“Frontline”).
PURCHASE AGREEMENTPurchase Agreement • May 21st, 2004 • Ship Finance International LTD • New York
Ship Finance International Limited, a Bermuda exempted company (the “Company”) and Frontline Ltd., a Bermuda exempted company and parent company of the Company (“Frontline”) hereby confirm their agreement with you, as set forth below.
17 FEBRUARY 2004 US$1,058,000,000 CREDIT FACILITY AGREEMENT between SHIP FINANCE INTERNATIONAL LIMITED as Borrower CITIGROUP GLOBAL MARKETS LIMITED andCredit Facility Agreement • May 21st, 2004 • Ship Finance International LTD
ADMINISTRATIVE SERVICES AGREEMENT by and among SHIP FINANCE INTERNATIONAL LIMITED, THE VESSEL OWNING SUBSIDIARIES NAMED HEREIN, and FRONTLINE MANAGEMENT (BERMUDA) LTD.Administrative Services Agreement • May 21st, 2004 • Ship Finance International LTD • New York
THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made as of the 1st day of January, 2004 by and among (i) Ship Finance International Limited, an exempted Bermuda company (the “Company”), (ii) each of the vessel owning subsidiaries identified on Schedule I attached hereto and any Substitute Owners that execute counterpart signature pages pursuant to Section 10(b) (each an “Owner” and collectively, the “Owners”) and (iii) Frontline Management (Bermuda) Ltd., an exempted Bermuda company (“Frontline Management”).
Code word for this Charter PartyTime Charter Party • May 21st, 2004 • Ship Finance International LTD
FLEET PURCHASE AGREEMENT BY AND BETWEEN FRONTLINE LTD. AND SHIP FINANCE INTERNATIONAL LIMITED Dated as of December 11, 2003Fleet Purchase Agreement • May 21st, 2004 • Ship Finance International LTD • New York
FLEET PURCHASE AGREEMENT, dated as of December 11, 2003 (this “Agreement”), by and between SHIP FINANCE INTERNATIONAL LIMITED, a Bermuda exempted company (“Buyer”) and FRONTLINE LTD., a Bermuda exempted company (“Seller”).
580,000,000 81/2% Senior Notes due 2013Registration Rights Agreement • May 21st, 2004 • Ship Finance International LTD • New York
Ship Finance International Limited, a Bermuda exempted company (the “Company”) is issuing and selling to Jefferies & Company, Inc. and Citigroup Global Markets Inc. (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated December 11, 2003, by and among the Company, Frontline and the Initial Purchasers (the “Purchase Agreement”) a $580,000,000 aggregate principal amount of the Company’s 81/2% Senior Notes due 2013 (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company on behalf of itself and the Subsidiary Guarantors (as defined below) agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
LOGO]Standard Ship Management Agreement • May 21st, 2004 • Ship Finance International LTD • London
CHARTER ANCILLARY AGREEMENT by and among SHIP FINANCE INTERNATIONAL LIMITED, THE VESSEL OWNING SUBSIDIARIES NAMED HEREIN, FRONTLINE LTD. AND FRONTLINE SHIPPING LIMITEDCharter Ancillary Agreement • May 21st, 2004 • Ship Finance International LTD • England
THIS CHARTER ANCILLARY AGREEMENT is entered into as of January 1, 2004 by and among Ship Finance International Limited, a Bermuda corporation (the “Company”), the vessel owning subsidiaries named on Schedule A hereto (the “Owners”), Frontline Ltd., a Bermuda corporation (“Frontline”), and Frontline Shipping Limited, a Bermuda corporation (the “Charterer”). The Company, the Owners, Frontline and the Charterer and any Substitute Owners that execute counterpart signature pages pursuant to Section 8.6(b) are collectively referred to herein as the “Parties.”
FRONTLINE LTDPerformance Guarantee • May 21st, 2004 • Ship Finance International LTD
