d864136_ex4-10.htm


    
      	
               
      Exhibit 4.10

            
	 
      
	 
      
	 
      
	 
      
	 
      
	
              MANAGEMENT
      AGREEMENT

            
	 
      


    

    


    between

     

    SHIP
FINANCE INTERNATIONAL LIMITED

     

    and
its SUBSIDIARIES

     

    and

     

    FRONTLINE MANAGEMENT (BERMUDA) LTD.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONTENTS

     

    Clause                                                                                               Page

     

    
      
        	
                1.

              	
                APPOINTMENT

              	
                4

              
	
                2.

              	
                THE
      SFIL GROUP’S MANAGEMENT FUNCTIONS

              	
                4

              
	
                3.

              	
                THE
      SUBSIDIARIES

              	
                4

              
	
                4.

              	
                SERVICES

              	
                5

              
	
                5.

              	
                GENERAL
      CONDITIONS

              	
                7

              
	
                6.

              	
                MANAGEMENT
      FEE – REIMBURSEMENT OF COSTS

              	
                7

              
	
                7.

              	
                AUTHORITY

              	
                8

              
	
                8.

              	
                INDEMNITY

              	
                8

              
	
                9.

              	
                CONFIDENTIALITY

              	
                9

              
	
                10.

              	
                TERMINATION

              	
                9

              
	
                11.

              	
                DEFAULT

              	
                10

              
	
                12.

              	
                FORCE
      MAJEURE

              	
                10

              
	
                13.

              	
                NOTICES

              	
                10

              
	
                14.

              	
                MISCELLANEOUS

              	
                11

              
	
                15.

              	
                GOVERNING
      LAW AND ARBITRATION

              	
                11

              


      

       

    

    Schedule
1                                 List
of Subsidiaries


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS MANAGEMENT AGREEMENT(the
“Agreement”) is made on
this 29th day of
November 2007 between:

     

    
      	
              (1)

            	
              SHIP FINANCE INTERNATIONAL
      LIMITED of Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HMGX,
      Bermuda (the “Company”);

            


    

     

    
      	
              (2)

            	
              THE SUBSIDIARIES OF THE
      COMPANY, LISTED IN SCHEDULE 1 HERETO (the “Subsidiaries”)

            


    

     

    and

     

    
      	
              (3)

            	
              FRONTLINE MANAGEMENT (BERMUDA)
      LTD. of Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HMGX,
      Bermuda (the “Manager”)

            


    

     

    (hereinafter
jointly referred to as the “Parties” and, individually, as
a “Party”.)

     

    WHEREAS :

     

    
      	
              (A)

            	
              The
      Company is a limited company organized under the laws of Bermuda, having
      its registered office at the address stated
  above.

            


    

     

    
      	
              (B)

            	
              The
      Company’s shares are listed on the New York Stock
  Exchange.

            


    

     

    
      	
              (C)

            	
              The
      Company is, through the Subsidiaries, the owner of a number of tanker, dry
      bulk and other vessels, offshore drilling rigs and other
      assets.

            


    

     

    
      	
              (D)

            	
              It
      is the Company’s policy to outsource its and the Subsidiaries’
      administrative needs to other corporate entities, either owned or
      controlled by itself or by third
parties.

            


    

     

    
      	
              (E)

            	
              The
      Company was, during the period from its incorporation until 31 December
      2006, provided with such management services as its board required to
      carry out the day-to-day management of the Company and its assets by the
      Manager under the terms of (i) an administrative services agreement
      with, inter alia, the Manager dated 1 January 2004, (ii) an
      administrative management agreement with, inter alia, the Manager dated
      20 June 2005, (iii) an administrative management agreement with,
      inter alia, the Manager dated 17 January 2006 and (iv) an
      administrative management agreement with, inter alia, the Manager dated
      1 October 2006 (collectively, the “Admin
      Agreements”).

            


    

     

    
      	
              (F)

            	
              The
      Company’s subsidiaries (including but not limited to the Subsidiaries)
      were, during the period from the Company’s incorporation until
      31 December 2006, provided with such general management services as
      their respective boards required to carry out the day-to-day management of
      their activities by the Manager under the terms of the Admin
      Agreements.

            


    

     

    
      	
              (G)

            	
              The
      Manager has, in the period referred to in Recital (E) above, subcontracted
      parts of the services provided to the Company to its affiliates, Frontline
      Management AS (“FrontMan
      AS”) and Frontline Corporate Services Ltd (“FrontCorp”).

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (H)

            	
              The
      Company decided, in the first quarter of 2006, to establish a wholly owned
      subsidiary, Ship Finance Management AS (“SFManagement”), for the
      purpose of establishing a proprietary management team which, on market
      terms, would provide the Company and the Subsidiaries with the majority of
      the management services required by
them.

            


    

     

    
      	
              (I)

            	
              SFManagement
      became operational on 1 may 2006 and assumed, gradually throughout the
      remainder of 2006, responsibility for the provision of the management
      services required by the Company and the Subsidiaries on terms orally
      agreed with the board of the
Company.

            


    

     

    
      	
              (J)

            	
              The
      scope and terms of the administrative services provided by SFManagement
      were to the Company effective from 1 January 2007 have today been
      documented in a written management agreement between SFManagement and the
      Company (the “General
      Management Agreement”).

            


    

     

    
      	
              (K)

            	
              The
      Parties have agreed to enter into this Agreement in order to document the
      terms upon which the Manager, with effect from 1 January 2007, has
      provided and shall continue to provide certain management services to the
      Company and the Subsidiaries and, as part of such agreement, to document
      the agreed cancellation of the Admin Agreements in relation to the Company
      and the Subsidiaries with effect from such
date.

            


    

     

    NOW THEREFORE, the Parties
have agreed as follows:

     

     

    
      	
              1.

            	
              APPOINTMENT

            


    

     

    
      	
              1.1

            	
              The
      Company and the Subsidiaries (the “SFIL Group”) hereby confirm the
      appointment of the Manager, effective from 1 January 2007, as responsible
      for those of their respective management functions that are described
      herein on the terms and conditions set forth in the
    following.

            


    

     

    
      	
              1.2

            	
              The
      Parties hereby confirm their agreement that the Admin Agreements were
      terminated in respect of the Company and the Subsidiaries, effective on 31
      December 2006.

            


    

     

     

    
      	
              2.

            	
              THE
      SFIL GROUP’S MANAGEMENT FUNCTIONS

            


    

     

    
      	
              2.1

            	
              Ultimate
      responsibility for the administration of the Company and the Subsidiaries
      lies with the Company’s board of directors of the Company (the “Board”).

            


    

     

    The board
of directors of each Subsidiary is formally responsible for the administration
thereof but answers to the Board as its sole shareholder.

     

    
      	
              2.2

            	
              The
      Manager confirms its understanding that the services provided hereunder
      shall supplement the services provided by SFManagement under the General
      Management Agreement
      and that SFManagement thus has the overall responsibility for providing
      the Company with the management services the Company requires from time to
      time.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

    
      	
              2.3

            	
              The
      Manager further agrees to and accepts that it shall report to SFManagement
      in respect of the services to be provided by it hereunder. Further, the
      Manager confirms that it will ensure that its subcontractors in providing
      the services shall report to SFManagement
too.

            


    

     

     

    
      	
              3.

            	
              THE
      SUBSIDIARIES

            


    

     

    
      	
              3.1

            	
              The
      Company’s assets are, generally, held through wholly owned
      subsidiaries.

            


    

     

    
      	
              3.2

            	
              The
      Company’s subsidiaries as of the date hereof are listed in Schedule 1
      hereto and are parties to the
Agreement.

            


    

     

    If and
when a Subsidiary is sold or liquidated, this Agreement shall terminate in
relation to such Subsidiary without further notice.

     

    If a new
subsidiary (in this context defined as a wholly owned subsidiary of the Company)
is incorporated or otherwise acquired by the Company, whether directly or
indirectly, it shall be deemed to have acceded to this Agreement as a “Subsidiary”) at such
time.

     

    The
Parties agree, for documentary purpose, to update Schedule 1 in relation to
subsidiaries acquired, liquidated or divested by the Company at regular
intervals.

     

    
      	
              3.3

            	
              The
      Manager shall, on matters of particular importance to a Subsidiary, keep
      such Subsidiary’s board of directors informed (while reporting to the
      Board). Final decisions in such matters shall be taken by the board of
      directors of such Subsidiary.

            


    

     

     

    
      	
              4.

            	
              SERVICES

            


    

     

    
      	
              4.1

            	
              The
      Manager shall, throughout the term of this Agreement, make the following
      services available to the SFIL
Group:

            


    

     

    
      	
               
      

            	
              4.1.1

            	
              Corporate
      Governance Services

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Manager shall assist SFManagement with all aspects of the Company’s
      corporate governance which relates to Bermuda law and shall, in
      particular, assist with the conveying of board and shareholders meetings
      in Bermuda.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Manager shall prepare all documentation of written resolutions passed by
      the Board and the board of directors of the Subsidiaries and the
      shareholder(s) of the Company and the Subsidiaries along with minutes from
      their respective meetings and shall, furthermore, be responsible for the
      same being signed and safely filed. SFManagement shall be provided with
      copies thereof.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              The
      Manager shall assist the Company’s company secretary in preparing and
      implementing all aspects of the Company’s employee share option plan from
      time to time.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Manager shall be responsible for the operation of the Company’s
      shareholder register.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Manager shall be responsible for the corporate books and records of the
      Subsidiaries.

            


    

     

    
      	
              4.1.2

            	
              Accounting
      – Corporate Governance - Auditing -
Reports

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Manager shall be responsible for the SFIL Group’s accounting
      functions.

            


    

     

    This
shall include both the day-to-day accounting of the SFIL Group’s activities of
the Company and the Subsidiaries and the consolidation of the accounts for the
SFIL Group (which shall include the preparation of the Company’s Form 20F
according to US GAAP).

     

    
      	
               
      

            	
              (b)

            	
              The
      SFIL Group’s accounting shall be based on US GAAP and such accounting
      principles as the Board from time to time shall have
    approved.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Manager shall maintain all financial records and books of account of all
      transactions of the Company and the Subsidiaries in accordance with
      applicable laws and proper accounting
practice.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Manager shall be responsible for the preparation of the Company’s and the
      SFIL Group’s interim and annual closing of
  accounts.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Manager shall, by way of designing and implementing necessary procedure
      assist the Board in ensuring that the SFIL Group meets all relevant
      corporate governance principles (including but not limited to the
      Sarbanes-Oxley Act).

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Manager shall assist the SFIL Group’s auditors in the continuous and
      annual audit of the Company’s and the Subsidiaries’
    accounts.

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      Manager shall prepare such interim reports in respect of the performance
      of the Company and the SFIL Group as SFManagement shall require from time
      to time.

            


    

     

    
      	
              4.1.3

            	
              Company
      Records

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Manager shall be responsible for the safekeeping and professional filing
      of all the SFIL Group’s original corporate documents, such archive being
      physically located in Bermuda.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              The
      Manager shall establish and maintain an adequate and accessible archive,
      either or both in electronic and physical form, over all documents
      relevant to the SFIL Group’s
business.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Manager shall ensure that SFManagement has full access to such archive and
      shall assist SFManagement in the maintenance of a copy-set of such
      documents in SFManagement’s office.

            


    

     

    
      	
              4.1.4

            	
              Government
      Relations - Taxes

            


    

     

    The
Manager shall ensure compliance by the Company with all laws, regulations and
provisions applicable to the Company in Bermuda.

     

    
      	
              4.1.5

            	
              Insurances

            


    

     

    The
Manager shall advise the SFIL Group on all issues relevant to the insurance of
its assets and activities, such advice to include the preparation of general
guidelines for cover, the identification of relevant insurers and the terms for
the insurance of the Company’s assets and activities.

     

    
      	
              4.1.6

            	
              Accidents
      - Contingency Plans

            


    

     

    The
Manager shall handle all accidents involving assets or personnel owned or
employed by the SFIL Group on the SFIL Group and the Board’s behalf and shall,
in such cases, liaise with SFManagement and the Board in accordance with such
instructions as the same shall provide from time to time.

     

    The
Manager shall establish a crisis management procedure which shall be submitted
to the Board for approval and which, thereafter, shall be updated whenever
necessary.

     

    
      	
              4.1.7

            	
              Sale
      and Purchase of Assets

            


    

     

    The
Manager shall assist SFManagement in identifying sale and purchase and
newbuilding opportunities, assist in the negotiations of the terms thereof
(always within the scope defined by the Board) and the closing of any such
transaction.

     

    (The
services specified in this Clause 4.1 shall hereinafter be referred to as the
“Services”.)

     

    
      	
              4.2

            	
              The
      Manager may, at its discretion, sub-contract any of the Services to its
      affiliates FrontMan AS and FrontCorp, always provided that the Manager
      shall remain responsible for the overall performance of the Services
      notwithstanding any such subcontracting or
  delegation.

            


    

     

    All such
subcontracting arrangements shall be documented in writing and shall incorporate
provisions reflecting, inter alia, the content of Clauses 2, 5 and
9.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    5.      GENERAL
CONDITIONS

     

    
      	
              5.1

            	
              The
      Manager shall, in performing its duties hereunder, effectively and
      faithfully serve the Company and the Subsidiaries. In exercising the
      powers and authorities hereby conferred on it, the Manager
      shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              always
      use its best endeavours to protect and promote the Company’s and the
      Subsidiaries’ interests;

            


    

     

    
      	
               
      

            	
              (b)

            	
              observe
      all applicable laws and regulations relevant to the Company’s and the
      Subsidiaries’ activities; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              always
      act in accordance with good and professional management
      practice.

            


    

     

    
      	
              5.2

            	
              The
      Manager shall be entitled to provide management services to other
      companies or entities, provided that the provision of such services is not
      deemed detrimental to the interests of the SFIL
  Group.

            


    

     

    
      	
              5.3

            	
              The
      Manager shall not afford preference to any vessel or company under its
      management but shall, so far as practicable, ensure a fair distribution of
      service to all such vessels and companies from time to
    time.

            


    

     

    The
Manager shall, in performing the Services, be entitled to have regard to its
overall responsibility in relation to all matters as may from time to time be
entrusted to its management and in particular, but without prejudice to the
generality of the foregoing, be entitled to allocate available supplies,
manpower and services between its management assignments in such manner as in
the prevailing circumstances the Manager considers to be fair and
reasonable.

     

    
      	
              5.4

            	
              All
      discounts, commissions and other benefits received by the Manager and/or
      its employees from third parties as a consequence of the provision of the
      Services shall be disclosed to the Board and, unless otherwise agreed,
      placed at the Company’s or, as the case may be, the relevant Subsidiary’s
      disposal.

            


    

     

    
      	
              5.5

            	
              The
      Company shall, at all times, be allowed full access to the accounts and
      records of the Manager which are relevant to the performance of the
      Services.

            


    

     

    Representatives
of the Company’s auditor shall, in relation to the audit of the Company’s
accounts, always be considered authorised.

     

    
      	
              5.6

            	
              The
      Manager shall, upon request, provide the Company with copies of all
      documents relevant to the Company or a Subsidiary in its possession and
      otherwise compile such facts and records on the basis of such documents as
      shall, from time to time be requested by the
  Board.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              6.

            	
              MANAGEMENT
      FEE – REIMBURSEMENT OF COSTS

            


    

     

    
      	
              6.1

            	
              The
      Company shall pay the manager a fee (the “Management Fee”) as consideration
      for the Manager’s provision of the
Services.

            


    

     

    
      	
              6.2

            	
              The
      Management Fee shall, in relation to each calendar year, be detailed in a
      fee letter to be submitted by the Manager to the Company no later than 1
      December in the preceding year.

            


    

     

    The
Management Fee shall cover those of the Services that are provided to the
Subsidiaries as well as those provided to the Company.

     

    
      	
              6.3

            	
              The
      Company shall make on account payments of the Management Fee throughout
      the year in accordance with the terms of the annual fee
      letter.

            


    

     

    
      	
              6.4

            	
              The
      Management Fee shall be based on the market price for administrative
      services similar to the Services covered by
it.

            


    

     

    
      	
              6.5

            	
              Both
      the Manager and the Company may, if it can be documented that the scope of
      the Services changes materially during a year, demand that the Management
      Fee or a specified element therein for such year is revised with effect
      for the remainder of the relevant year. The Manager shall have the same
      right if the Manager’s cost base increases materially during a
      year.

            


    

     

    
      	
              6.6

            	
              The
      Company shall reimburse the Manager for all out-of-pocket expenses
      incurred by the Manager in relation to third parties in connection with
      the provision of the Services.

            


    

     

     

    
      	
              7.

            	
              AUTHORITY

            


    

     

    
      	
              7.1

            	
              The
      Manager is, within the scope of the Services and subject to the
      limitations set forth below, authorised to act on the Company’s and each
      Subsidiary’s behalf and shall obligate the Company by its
      signature.

            


    

     

    The
general authority set forth above shall be limited as follows:

     

    
      	
               
      

            	
              (i)

            	
              The
      Manager shall not, unless specifically authorised by the Company or a
      Subsidiary, be authorised to act for the Company or such Subsidiary
      outside the scope of the Services;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Manager’s general authority shall always be limited by applicable laws
      (including, but not limited to, Bermuda law) and the Company’s and each
      Subsidiary’s bye-laws or similar constitutional documentation and the
      specific limitations set forth
herein;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              The
      Manager’s general authority shall always exclude matters of an irregular
      nature or special importance (always including the chartering or
      lease out of material assets) unless specifically authorised by the Board
      or the board of directors of a Subsidiary (whether in general or for a
      limited period or within set limits without time limitation or
      specifically in relation to a particular
    transaction).

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

    
      	
              7.2

            	
              The
      Company and the Subsidiaries hereby ratify, confirm and undertake, at all
      times, to allow, ratify and confirm all actions the Manager and its
      employees shall lawfully take or cause to be taken on the Company’s or a
      Subsidiary’s behalf in the bona fide performance of the
      Services.

            


    

     

     

    
      	
              8.

            	
              INDEMNITY

            


    

     

    
      	
              8.1

            	
              The
      Manager shall be under no responsibility or liability for any loss or
      damage, whether as a loss of profits or otherwise, to the Company or a
      Subsidiary arising out of any act or omission involving any error of
      judgment or any negligence on the part of the Manager or any of its
      officers or employees in connection with the performance of the Services,
      unless the acts or omissions leading to a loss or damage are caused by
      gross negligence or wilful misconduct on the part of the Manager, its
      officers or employees.

            


    

     

    The
Manager’s liability to compensate the Company or a Subsidiary for any loss shall
be limited to the Management Fee in the year preceding the year in which such
loss arose.

     

    
      	
              8.2

            	
              The
      Company agrees to indemnify and keep the Manager and its officers and
      employees together with its subcontractors and such subcontractors’
      employees and officers indemnified against any and all liabilities, costs,
      claims, demands, proceedings, charges, actions, suits or expenses of
      whatsoever kind or character that may be incurred or suffered by any of
      them howsoever arising (other than by reason of fraud or dishonesty on
      their part) in connection with the provisions of the Services to both the
      Company and the Subsidiaries.

            


    

     

    If the
Board or the board of directors of a Subsidiary requires the Manager to take any
action which, in the opinion of the Manager, might make the Manager liable for
the payment of any money or liable in any other way, the Manager shall be kept
indemnified by the Company in an amount and a form satisfactory to it as a
prerequisite to taking such action.

     

    
      	
              8.3

            	
              The
      indemnities provided by the Company hereunder shall cover all reasonable
      costs and expenses payable by the Manager in connection with any claims to
      which the indemnity obligation of the Company
  applies.

            


    

     

    
      	
              8.4

            	
              The
      indemnification provided by the Company pursuant to this Clause 8 shall
      not be deemed exclusive of any other rights to which those seeking
      indemnification may be entitled under any statute, agreement, the bye-laws
      of the Company or otherwise, and shall continue after the termination of
      this Agreement.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              9.

            	
              CONFIDENTIALITY

            


    

     

    
      	
              9.1

            	
              All
      Confidential Information furnished to the Manager, its subcontractors or
      any of their respective employees or directors pursuant to this Agreement
      shall be and remain the property of the Company or the relevant
      Subsidiary, and shall be kept confidential by the
  Manager.

            


    

     

    For the
purpose of this clause “Confidential Information” shall mean information
relating to the business of the SFIL Group which the Manager becomes aware of or
generates in the course of or in connection with the performance of the
Services.

     

    The
provisions of this Clause 9.1 shall not apply to Confidential Information which
is:

     

    
      	
               
      

            	
              (i)

            	
              required
      to be disclosed by law or court order;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              becomes
      public knowledge otherwise than as a result of the conduct of the
      Manager.

            


    

     

     

    
      	
              10.

            	
              TERMINATION

            


    

     

    
      	
              10.1

            	
              Each
      of the Company and the Manager may terminate this Agreement following no
      less than 3 month’s prior written notice to the other
    Party.

            


    

     

    The
Agreement shall automatically terminate in relation to the Subsidiaries if
terminated pursuant to the above.

     

    
      	
              10.2

            	
              Termination
      shall be without prejudice to any rights or liabilities of the Parties
      arising

            


    

     

    
      	
               
      

            	
              prior
      to or in respect of any act or omission occurring prior to
      termination.

            


    

     

    
      	
              10.3

            	
              In
      the event of termination, the Management Fee shall be pro ratal to the
      date of termination (after taking into account such additional amounts, if
      any, as time spent and the responsibility undertaken by the Manager during
      the relevant period immediately prior to termination
    justify).

            


    

     

    
      	
              10.4

            	
              In
      the event of termination of the Agreement, the Manager shall procure that
      all such acts are done as may be necessary to give effect to such
      termination and the Company shall secure and the Manager, subject to
      payment of all amounts due to it hereunder, shall co­operate in the
      appointment of a substitute manager as circumstances may
      require.

            


    

     

    
      	
              10.5

            	
              Upon
      the termination of this Agreement, the Manager shall hand over to the
      Company all books of account, correspondence and records relating to the
      affairs of the Company and the Subsidiaries which are the property of the
      Company and the Subsidiaries and which are in its or its sub-contractors’
      possession.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              11.

            	
              DEFAULT

            


    

     

    
      	
              11.1

            	
              If
      the Manager shall, by any act or omission, be in breach of any material
      obligation under this Agreement and such breach shall continue for a
      period of fourteen (14) days after written notice thereof has been given
      by the Company to the Manager, the Company shall have the right to
      terminate this Agreement with immediate effect by notice to the
      Manager.

            


    

     

    The right
to terminate this Agreement shall be in addition to and without prejudice to any
other rights which the Company and the Subsidiaries may have against the Manager
hereunder.

     

    
      	
              11.2

            	
              Each
      of the Manager and the Company (but not a Subsidiary) may forthwith by
      notice in writing to the other Party terminate this Agreement if an order
      be made or a resolution be passed for the winding up of the other Party or
      if a receiver be appointed of the business or property of the other Party,
      or if the other Party shall cease to carry on its business or make special
      arrangement or composition with its creditors or if any event analogous
      with any of the foregoing occurs under any applicable law with relevance
      to the other Party.

            


    

     

     

    
      	
              12.

            	
              FORCE
      MAJEURE

            


    

     

    No Party
shall incur liability of any kind or nature whatsoever in relation to the other
Party in the event of a failure to perform any of its obligations hereunder if
such failure is directly or indirectly caused by circumstances beyond its
control such as war or war-like activities, government orders, riots, civil
commotion, strike, lock-out or similar actions, an act of God, peril of the sea
or any other similar cause.

     

     

    
      	
              13.

            	
              NOTICES

            


    

     

    
      	
              13.1

            	
              All
      correspondence or notices required or permitted to be given under this
      Agreement shall be given in English and sent by mail, telefax, email or
      delivered by hand at the following
addresses:

            


    

     

    If to the
Company and the Subsidiaries:

    
 

    
      
        
          	 
      	
                  Ship
      Finance International Ltd.

                
	 
      	 
      
	 
      	
                  Visiting address:

                
	 
      	 
      
	 
      	
                  Par-la-Ville
      Place

                  14
      Par-la-Ville Road

                  Hamilton
      HMGX

                  Bermuda

                
	 
      	 
      
	 
      	
                  Postal address:

                
	 
      	 
      
	 
      	
                  P.O.Box
      1593

                  HM
      08

                  Bermuda

                
	 
      	 
      
	 
      	
                  Fax:                      +
      1 441 205 3404

                  Telephone:            +
      1. 441 295 6935

                  Att.:                      Chairman
      of the Board

                
	 
      	 
      
	 
      	
                  If
      to the Manager:

                
	 
      	 
      
	 
      	
                  Frontline Management
      (Bermuda) Ltd.

                
	 
      	 
      
	 
      	
                  Visiting address:

                
	 
      	 
      
	 
      	
                  Par-la-Ville
      Place

                  14
      Par-la-Ville Road

                  Hamilton
      HMGX

                  Bermuda

                
	 
      	 
      
	 
      	
                  Postal address:

                
	 
      	 
      
	 
      	
                  P.O.Box
      HM 1593

                  Hamilton
      HMGX

                  Bermuda

                
	 
      	 
      
	 
      	
                  Fax:                      + 1 441 295
      3494

                  Telephone:            +
      1 441 295 6935

                  Att.:                      Managing
      Director

                


        

         

        
          	 
      	 or
      such other address as either Party may designate to the other Party in
      writing. 


        

      

    

        

     

    
      	
              14.

            	
              MISCELLANEOUS

            


    

     

    
      	
              14.1

            	
              None
      of the Parties shall be entitled to assign its rights and/or obligations
      under this Agreement unless the prior written consents of the other
      Parties hereto have been obtained. This principle shall not apply to the
      subcontracting by the Manager of the provision of parts of the Services
      pursuant to Clause 4.2.or such other address as either Party may designate
      to the other Party in writing.

            


    

     

    
      	
              14.2

            	
              Nothing
      in this Agreement shall be deemed to constitute a partnership between
      the

            


    

     

    
      	
               
      

            	
              Parties.

            


    

     

    
      	
              14.3

            	
              No
      term of this Agreement is enforceable by a person who is not a party to
      it.

            


    

     

    
      	
              14.4

            	
              This
      Agreement shall not be amended, supplemented or modified save by written
      agreement signed by or on behalf of the
Parties.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              15.

            	
              GOVERNING
      LAW AND ARBITRATION

            


    

     

    
      	
              15.1

            	
              This
      Agreement shall be governed by Norwegian
law.

            


    

     

    
      	
              15.2

            	
              Any
      dispute, controversy or claim arising out of or relating to this Agreement
      (including the breach, termination or invalidity thereof), shall be
      settled by arbitration in accordance with the provisions of the Norwegian
      Arbitration Act 2004.

            


    

     

    The
arbitration proceedings shall be held in Oslo and shall, if either Party so
requests, be conducted in the English language.

     

    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              For
      and on behalf of

            	 
      	
              For
      and on behalf of

            
	
              SHIP
      FINANCE INTERNATIONAL LIMITED

            	 
      	
              FRONTLINE
      MANAGEMENT (BERMUDA) LTD.

            
	 
      	 
      	 
      
	
              /s/
      Craig Stevenson

            	 
      	
              /s/
      Kjell Langve

            
	
              Craig
      Stevenson

            	 
      	
              Kjell
      Langve

            
	
              Chairman

            	 
      	
              As
      per special authority

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              For
      and on behalf of

            	 
      	 
      
	
              THE
      SUBSIDIARIES

            	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      Lars Solbakken

            	 
      	 
      
	
              Lars
      Solbakken

            	 
      	 
      
	
              Director

            	 
      	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
1

     

    LIST
OF SUBSIDIARIES

    as
of 6 November 2007

     

    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Vessel
      Owning Subsidiaries

            	 
      	 
      
	
              Name
      of Company

            	
              Registered

            	
              Name
      of Vessel

            
	
              Ariake
      Transport Corporation

            	
              Liberia

            	
              Oliva

            
	
              Aspinall
      Pte Ltd

            	
              Singapore

            	
              Front
      Viewer

            
	
              Benmore
      Shipping Inc

            	
              Cyprus

            	
              Sea
      Alfa

            
	
              Blizana
      Pte Ltd

            	
              Singapore

            	
              Front
      Rider

            
	
              Bolzano
      Pte Ltd

            	
              Singapore

            	
              Mindanao

            
	
              Bonfield
      Shipping Ltd

            	
              Liberia

            	
              Front
      Driver

            
	
              Cirebon
      Shipping Pte Ltd

            	
              Singapore

            	
              Front
      Vanadis

            
	
              Edinburgh
      Navigation S.A.

            	
              Liberia

            	
              Edinburgh

            
	
              Fox
      Maritime Pte Ltd

            	
              Singapore

            	
              Front
      Sabang

            
	
              Front
      Ardenne Inc.

            	
              Liberia

            	
              Front
      Ardenne

            
	
              Front
      Brabant Inc.

            	
              Liberia

            	
              Front
      Brabant

            
	
              Front
      Dua Pte Ltd

            	
              Singapore

            	
              Front
      Duchess

            
	
              Front
      Empat Pte Ltd

            	
              Singapore

            	
              Front
      Highness

            
	
              Front
      Enam Pte Ltd

            	
              Singapore

            	
              Hebei
      River

            
	
              Front
      Falcon Inc.

            	
              Liberia

            	
              Front
      Falcon

            
	
              Front
      Glory Shipping Inc.

            	
              Liberia

            	
              Front
      Glory

            
	
              Front
      Lapan Pte Ltd

            	
              Singapore

            	
              Front
      Climber

            
	
              Front
      Lima Pte Ltd

            	
              Singapore

            	
              Front
      Lady

            
	
              Front
      Opalia Inc

            	
              Liberia

            	
              Front
      Opalia

            
	
              Front
      Pride Shipping Inc.

            	
              Liberia

            	
              Front
      Pride

            
	
              Front
      Saga Inc.

            	
              Liberia

            	
              Front
      Page

            
	
              Front
      Scilla Inc.

            	
              Liberia

            	
              Front
      Scilla

            
	
              Front
      Sembilan Pte Ltd

            	
              Singapore

            	
              Front
      Leader

            
	
              Front
      Serenade Inc.

            	
              Liberia

            	
              Front
      Serenade

            
	
              Front
      Shadow Inc

            	
              Liberia

            	
              Golden
      Shadow

            
	
              Front
      Splendour Shipping Inc.

            	
              Liberia

            	
              Front
      Splendour

            
	
              Front
      Stratus Inc.

            	
              Liberia

            	
              Ondina

            
	
              Front
      Tiga Pte Ltd

            	
              Singapore

            	
              Front
      Duke

            
	
              Golden
      Estuary Corporation

            	
              Liberia

            	
              Front
      Comanche

            
	
              Golden
      Fjord Corporation

            	
              Liberia

            	
              Ocana

            
	
              Golden
      Narrow Corporation

            	
              Liberia

            	
              Golden
      Victory

            
	
              Golden
      Seaway Corporation

            	
              Liberia

            	
              Front
      Vanguard

            
	
              Golden
      Sound Corporation

            	
              Liberia

            	
              Front
      Vista

            
	
              Golden
      Tide Corporation

            	
              Liberia

            	
              Front
      Circassia

            
	
              Hitachi
      Hull 4983 Corporation

            	
              Liberia

            	
              Otina

            
	
              Hudson
      Bay Marine Company Limited

            	
              Cyprus

            	
              Front
      Force

            
	
              Jaymont
      Shipping Inc

            	
              Cyprus

            	
              Sea
      Beta

            
	
              Katong
      Investments Ltd

            	
              Liberia

            	
              Front
      Breaker

            
	
              Langkawi
      Shipping Ltd.

            	
              Liberia

            	
              Front
      Birch

            
	
              Millcroft
      Maritime SA

            	
              Liberia

            	
              Front
      Champion

            
	
              Newbond
      Shipping Company Limited

            	
              Cyprus

            	
              Front
      Energy

            
	
              Rettie
      Pte Ltd

            	
              Singapore

            	
              Front
      Striver

            
	
              Rig
      Finance

            	
              Bermuda

            	
              West
      Ceres

            
	
              Rig
      Finance II Limited

            	
              Bermuda

            	
              West
      Prospero

            
	
              Sea
      Ace Corporation

            	
              Liberia

            	
              Front
      Ace

            
	
              Sibu
      Shipping Ltd.

            	
              Liberia

            	
              Front
      Maple

            
	
              Transcorp
      Pte Ltd

            	
              Singapore

            	
              Front
      Guider

            
	
              Ultimate
      Shipping Ltd

            	
              Liberia

            	
              Front
      Century

            
	
              SFL
      Geo I Limited

            	
              Bermuda

            	
              TBN

            
	
              SFL
      Geo II Limited

            	
              Bermuda

            	
              TBN

            
	
              SFL
      Geo III Limited

            	
              Bermuda

            	
              TBN

            
	
              SFL
      Europa Inc

            	
              Marshall
      Islands

            	
              Montemar
      Europa

            
	
              SFL
      Sea Pike Ltd.

            	
              Cyprus

            	
              Sea
      Pike

            
	
              SFL
      Sea Cheetah Ltd.

            	
              Cyprus

            	
              Sea
      Cheetah

            
	
              SFL
      Sea Halibut Ltd.

            	
              Cyprus

            	
              Sea
      Halibut

            
	
              SFL
      Sea Jaguar

            	
              Cyprus

            	
              Sea
      Jaguar

            
	
              SFL
      Sea Trout Ltd.

            	
              Cyprus

            	
              Sea
      Trout

            
	
              SFL
      Avon Inc.

            	
              Liberia

            	
              SFL
      Avon

            
	
              SFL
      Clyde Inc.

            	
              Liberia

            	
              SFL
      Clyde

            
	
              SFL
      Dee Inc.

            	
              Liberia

            	
              SFL
      Dee

            
	
              SFL
      Humber Inc.

            	
              Liberia

            	
              SFL
      Humber

            
	
              SFL
      Tamar Inc.

            	
              Liberia

            	
              SFL
      Tamar

            
	
              Golden
      Island Inc.

            	
              Liberia

            	
              Golden
      Island

            
	
              Golden
      Straits Inc.

            	
              Liberia

            	
              Golden
      Straits

            
	
              Front
      Heimdall Inc.

            	
              Liberia

            	
              SFL
      Heimdall

            
	
              Front
      Baldur Inc.

            	
              Liberia

            	
              SFL
      Baldur

            
	
              HL
      Hunter LLC

            	
              Delaware

            	
              Horizon
      Hunter

            
	
              HL
      Hawk LLC

            	
              Delaware

            	
              Horizon
      Hawk

            
	
              HL
      Eagle LLC

            	
              Delaware

            	
              Horizon
      Eagle

            
	
              HL
      Falcon LLC

            	
              Delaware

            	
              Horizon
      Falcon

            
	
              HL
      Tiger LLC

            	
              Delaware

            	
              Horizon
      Tiger

            
	 
      	 
      	 
      
	
              Non
      Vessel Owning Subsidiaries – Under Liquidation

            	 
      
	
              Name
      of Company

            	
              Registered

            	
              Previously
      Owned Vessel

            
	
              Front
      Target Inc.

            	
              Liberia

            	
              Front
      Target

            
	
              Front
      Tobago Shipholding Inc

            	
              Liberia

            	
              Front
      Tobago

            
	
              Front
      Transporter Inc.

            	
              Liberia

            	
              Front
      Transporter

            
	
              Front
      Traveller

            	
              Liberia

            	
              Front
      Traveller

            
	
              Granite
      Shipping Company Ltd.

            	
              Bahamas

            	
              Front
      Granite

            
	
              Southwest
      Tankers Inc.

            	
              Liberia

            	
              Front
      Sunda

            
	
              West
      Tankers Inc.

            	
              Liberia

            	
              Front
      Comor

            
	 
      	 
      	 
      
	
              Sub
      Holding Subsidiaries

            	 
      	 
      
	
              Name
      of Company

            	
              Registered

            	 
      
	
              Madeira
      International Corp.

            	
              Liberia

            	 
      
	
              SFL
      Holdings LLC

            	
              Delaware