d864081_ex4-8.htm


    Exhibit
4.8

     

    AMENDMENT
AGREEMENT NO. 1

     

    This
amendment agreement (the “Amendment”) is entered into on this
21st
day of August 2007 by and among:

     

    
      	
              (1)

            	
              SHIP FINANCE INTERNATIONAL
      LIMITED (the “Company”);

            


    

     

    
      	
              (2)

            	
              THE VESSEL OWNING SUBSIDIARIES
      OF THE COMPANY named in Schedule 1 hereto (the “Owners”);

            


    

     

    
      	
              (3)

            	
              FRONTLINE LTD. (“Frontline”);

            


    

     

    and

     

    
      	
              (4)

            	
              FRONTLINE SHIPPING II
      LTD. (the “Charterer”)

            


    

     

    (hereinafter
collectively referred to as the “Parties”) for the purpose of amending
certain terms in a charter ancillary agreement entered into on June 20, 2005
between the Parties and some other vessel owning subsidiaries of the Company at
such time (the “Charter
Agreement”).

     

    The
following has, with effect from April 1, 2007 (the “Effective Date”) been agreed between the
Parties:

     

    
      	
              1.  

            	
              Terms
      defined in the Charter Agreement shall have the same meaning as set out
      therein when used in the following.

            


    

     

    
      	
              2.  

            	
              The
      term “Agreement” shall, when used
      in the Charter Agreement, hereafter mean the Charter Agreement as amended
      by this Amendment.

            


    

     

    
      	
              3.  

            	
              Clause
      3.1 shall be amended by deleting the
words:

            


    

     

    “. . . (provided,
however, that in no event shall such Bonus Payment be less than $0),
.. . .”.

     

    in line 3
and 4 thereof.

     

    
      	
              4.  

            	
              Clause
      3.2 of the Charter Agreement shall be substituted with the following
      wording:

            


    

     

    “3.2
Preparation and Delivery of
Bonus Payment Schedules

     

    
      	
              (a)  

            	
              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.

            


    

     

    
      	
              (b)  

            	
              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, the TCE
      revenues of each Vessel and the Charterer’s calculation of the Bonus
      Amount 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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (c)  

            	
              It
      is agreed and understood between the Parties that a Bonus Payment
      pertaining to a quarter can be positive or
  negative.

            


    

     

    
      	
              5.  

            	
              The
      wording of Clause 3.3 (a) of the Charter Agreement shall be substituted
      with the following wording:

            


    

     

    
    

    “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 3.3, the Bonus Amounts (whether
positive or negative) for the four quarters of each calendar year shall be
aggregated (the “Bonus
Payment”).

     

    The
Bonus Payment shall be paid by the Charterer by wire transfer of immediately
available funds to the wire transfer address of the Company. Such payments 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”.

     

    
      	
              6.  

            	
              The
      Parties agree that the 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.

            


    

     

    
      	
              7.  

            	
              Except
      as expressly amended by this Amendment, the Charter Agreement shall be and
      remain in full force and effect.

            


    

     

    
      	
              8.  

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of England.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              For
      and on behalf of

            	 
      	
              For
      and on behalf of

            
	
              SHIP
      FINANCE INTERNATIONAL LIMITED

            	 
      	
              FRONTLINE
      LIMITED

            
	 
      	 
      	 
      
	
              /s/
      Lars Solbakken

            	 
      	
              /s/
      Bjørn Sjaastad

            
	
              Lars
      Solbakken

            	 
      	
              Bjørn
      Sjaastad

            
	
              As
      per special authority

            	 
      	
              As
      per special authority

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              For
      and on behalf of

            	 
      	
              For
      and on behalf of

            
	
              FRONTLINE
      SHIPPING LIMITED

            	 
      	
              THE
      OWNERS LISTED IN SCHEDULE 1

            
	 
      	 
      	 
      
	
              /s/
      Bjørn Sjaastad

            	 
      	
              /s/
      Lars Solbakken

            
	
              Bjørn
      Sjaastad

            	 
      	
              Lars
      Solbakken

            
	
              As
      per special authority

            	 
      	
              Director

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1

     

    Vessel
Owning Subsidiaries

     

    
      	
              Vessel
      Owner

            	 
      	
              Vessel
      Name

            
	 
      	 
      	 
      
	
              Ultimate
      Shipping Ltd.

            	 
      	
              “Front
      Century”

            
	 
      	 
      	 
      
	
              Millcroft
      Maritime SA

            	 
      	
              “Front
      Champion”

            
	 
      	 
      	 
      
	
              Golden
      Narrow Corporation

            	 
      	
              “Golden
      Victory”

            
	 
      	 
      	 
      
	
              Hudson
      Bay Marine Company Limited

            	 
      	
              “Front
      Force”

            
	 
      	 
      	 
      
	
              Newbond
      Shipping Company Limited

            	 
      	
              “Front
      Energy”

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    AMENDMENT
AGREEMENT NO. 3

     

    This
amendment agreement No. 3 (the “Amendment”) is entered into on this
21st
day of August 2007 by and among:

     

    
      	
              (1)

            	
              SHIP FINANCE INTERNATIONAL
      LIMITED (the “Company”);

            


    

     

    
      	
              (2)

            	
              THE VESSEL OWNING SUBSIDIARIES
      OF THE COMPANY named in Schedule 1 hereto (the “Owners”);

            


    

     

    
      	
              (3)

            	
              FRONTLINE LTD. (“Frontline”);

            


    

     

    and

     

    
      	
              (4)

            	
              FRONTLINE SHIPPING
      LTD. (the “Charterer”)

            


    

     

    (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:

     

    
      	
              1.  

            	
              Terms
      defined in the Charter Agreement shall have the same meaning as set out
      therein when used in the following.

            


    

     

    
      	
              2.  

            	
              The
      term “Agreement” shall, when used
      in the Charter Agreement, hereafter mean the Charter Agreement as amended
      by this
      Amendment.

            


    

     

    
      	
              3.  

            	
              Clause
      4.1 shall be amended by deleting the
words:

            


    

     

    “...
(provided, however, that in no event shall such Bonus Payment be less than $0),
....”.

     

    in lines
3 and 4 thereof.

     

    
      	
              4.  

            	
              Clause
      4.2 of the Charter Agreement shall be substituted with the following
      wording:

            


    

     

    “4.2
Preparation and Delivery of
Bonus Payment Schedules

     

    
      	
              (a)  

            	
              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.

            


    

     

    
      	
              (b)  

            	
              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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (c)  

            	
              It
      is agreed and understood between the Parties that a Bonus Amount
      pertaining to a quarter can be positive or
  negative.

            


    

     

    
      	
              5.  

            	
              The
      wording of Clause 4.3 (a) of the Charter Agreement shall be substituted
      with the following wording:

            


    

     

    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 Payment 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”.

     

    
      	
              6.  

            	
              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.

            


    

     

    
      	
              7.  

            	
              Except
      as expressly amended by this Amendment, the Charter Agreement shall be and
      remain in full force and effect.

            


    

     

    
      	
              8.  

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of England.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              For
      and on behalf of

            	 
      	
              For
      and on behalf of

            
	
              SHIP
      FINANCE INTERNATIONAL LIMITED

            	 
      	
              FRONTLINE
      LIMITED

            
	 
      	 
      	 
      
	
              /s/
      Lars Solbakken

            	 
      	
              /s/
      Bjørn Sjaastad

            
	
              Lars
      Solbakken

            	 
      	
              Bjørn
      Sjaastad

            
	
              As
      per special authority

            	 
      	
              As
      per special authority

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              For
      and on behalf of

            	 
      	
              For
      and on behalf of

            
	
              FRONTLINE
      SHIPPING LIMITED

            	 
      	
              THE
      OWNERS LISTED IN SCHEDULE 1

            
	 
      	 
      	 
      
	
              /s/
      Bjørn Sjaastad

            	 
      	
              /s/
      Lars Solbakken

            
	
              Bjørn
      Sjaastad

            	 
      	
              Lars
      Solbakken

            
	
              As
      per special authority

            	 
      	
              Director

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1

     

    Vessel
Owning Subsidiaries

     

    
      	
              Vessel
      Owner

            	
              Vessel
      Name

            
	 
      	 
      
	
              Ariake
      Transport Corporation

            	
              “Ariake”

            
	
              Aspinall
      Pte. Ltd.

            	
              “Front
      Viewer”

            
	
              Blizana
      Pte. Ltd.

            	
              “Front
      Rider”

            
	
              Bolzano
      Pte. Ltd.

            	
              “Mindanao”

            
	
              Bonfield
      Shipping Ltd.

            	
              “Front
      Driver”

            
	
              Edinburgh
      Navigation S.A.

            	
              “Edinburgh”

            
	
              Fox
      Maritime Pte. Ltd.

            	
              “Front
      Sabang”

            
	
              Front
      Ardenne Inc.

            	
              “Front
      Ardenne”

            
	
              Front
      Brabant Inc.

            	
              “Front
      Brabant”

            
	
              Front
      Dua Pte. Ltd.

            	
              “Front
      Duchess”

            
	
              Front
      Empat Pte. Ltd.

            	
              “Front
      Highness”

            
	
              Front
      Enam Pte. Ltd.

            	
              “Front
      Lord”

            
	
              Front
      Falcon Inc.

            	
              “Front
      Falcon”

            
	
              Front
      Glory Shipping Inc.

            	
              “Front
      Glory”

            
	
              Front
      Lapan Pte. Ltd.

            	
              “Front
      Climber”

            
	
              Front
      Lima Pte. Ltd.

            	
              “Front
      Lady”

            
	
              Front
      Opalia Inc.

            	
              “Opalia”

            
	
              Front
      Pride Shipping Inc.

            	
              “Front
      Pride”

            
	
              Front
      Saga Inc.

            	
              “Front
      Page”

            
	
              Front
      Scilla Inc.

            	
              “Front
      Scilla”

            
	
              Front
      Sembilan Pte. Ltd.

            	
              “Front
      Leader”

            
	
              Front
      Serenade Inc.

            	
              “Front
      Serenade”

            
	
              Front
      Splendour Shipping Inc.

            	
              “Front
      Splendour”

            
	
              Front
      Stratus Inc.

            	
              “Front
      Stratus”

            
	
              Front
      Tiga Pte. Ltd.

            	
              “Front
      Duke”

            
	
              Golden
      Estuary Corporation

            	
              “Front
      Comanche”

            
	
              Golden
      Fjord Corporation

            	
              “Ocana”

            
	
              Golden
      Seaway Corporation

            	
              “Front
      Vanguard”

            
	
              Golden
      Sound Corporation

            	
              “Front
      Vista”

            
	
              Golden
      Tide Corporation

            	
              “Front
      Circassia”

            
	
              Hitachi
      Hull 4983 Corporation

            	
              “Otina”

            
	
              Katong
      Investments Ltd.

            	
              “Front
      Breaker”

            
	
              Langkawi
      Shipping Ltd.

            	
              “Front
      Birch”

            
	
              Rettie
      Pte. Ltd.

            	
              “Front
      Striver”

            
	
              Sea
      Ace Corporation

            	
              “Front
      Ace”

            
	
              Sibu
      Shipping Ltd.

            	
              “Front
      Maple”

            
	
              Transcorp
      Pte. Ltd.

            	
              “Front
      Guider”

            


    

     

    SK 99999
0010 864081