d1086259_ex4-8.htm


    
Exhibit 4.8


      


      


      ADDENDUM
NO. 6

      TO
A CHARTER ANCILLARY AGREEMENT DATED 1ST
JANUARY, 2004

       

      


      


      This
addendum no. 6 (the "Addendum
No. 6") to the charter ancillary agreement between the parties hereto
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 4 April 2005, an addendum no. 4 thereto dated 9 March 2006 and an addendum
no. 5 thereto dated 21 August 2007 (together, the "Agreement"), is entered into
on this 22 March 2010 by and between:

       

      
        	
                (1)  

              	
                SHIP FINANCE INTERNATIONAL
      LIMITED (the "Company");

              


      

       

      
        	
                (2)  

              	
                THE VESSEL OWNING SUBSIDIARIES
      LISTED IN SCHEDULE A HERETO (the "Owners");

              


      

       

      
        	
                (3)  

              	
                FRONTLINE LTD. ("Frontline");
      and

              


      

       

      
        	
                (4)  

              	
                FRONTLINE SHIPPING
      LIMITED (the "Charterer").

              


      

       

      (each a
"Party” and together the
"Parties".)

       

       

      WHEREAS:

       

      
        	
                (A)  

              	
                The
      Parties are parties to the Agreement, setting forth, inter alia, the terms
      of certain arrangements supporting and securing the Charterer's ability to
      pay charter hire under separate charterparties between the Charterer and
      each of the Owners.

              


      

       

      
        	
                (B)  

              	
                Under
      the terms of the Agreement, the Charterer has established a Charter
      Service Reserve (as more specifically defined in the
      Agreement).

              


      

       

      
        	
                (C)  

              	
                The
      Parties have subsequently agreed to make certain changes to the Agreement
      and the Performance Guarantee, notably by reducing the Minimum Reserve
      (and thus allowing the Charterer to return funds to Frontline), expanding
      Frontline's obligations under the Performance Guarantee to include a
      guarantee for the Charterer's obligations to pay Charter Hire and reducing
      Frontline's obligations under the Performance Guarantee by removing
      Frontline Management's obligations under the Management Agreements and the
      Administrative Service Agreement from the guaranteed
      obligations.

              


      

       

      
        	
                (D)  

              	
                This
      Addendum No. 6 is entered into in order to document the changes to the
      Agreement.

              


      

       

       

      
        	
                1.  

              	
                DEFINITIONS

              


      

       

      Terms and
expressions defined in the Agreement shall have the same meaning in this
Addendum No. 6, unless otherwise explicitly stated herein.

       

       

      
        	
                2.  

              	
                AMENDMENTS

              


      

       

      The
Parties agree to the following amendments to the Agreement:

       

      
        	
                (a)  

              	
                Definition
      of "Cash Deposit"

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      A new
definition of "Cash Deposit" shall be inserted in Clause 1.1,
reading:

       

      "Cash Deposit" means a deposit
of Cash and/or Cash Equivalents in an amount at least equal to the applicable
Minimum Reserve, to be deposited by the Charterer into accounts to be held with
any of the financial institutions listed in Schedule B hereto and which shall be
blocked from withdrawals by the Charterer.

       

      
        	
                (b)  

              	
                Definition
      of "Cash Equivalents"

              


      

       

      The
definition of "Cash Equivalents" shall be deleted and replaced with the
following:

       

      "Cash Equivalents" means (a)
time deposits and/or (b) other money market instruments with any of the
financial institutions listed in Schedule 1 hereto as counterparty and debtor
thereunder.

       

      
        	
                (c)  

              	
                "Charter
      Service Reserve”

              


      

       

      The
definition of "Charter Service Reserve" and any references to it therein shall
be deleted.

       

      
        	
                (d)  

              	
                Definition
      of "Event of Default"

              


      

       

      Paragraph
(d) of the definition of "Event of Default" shall be deleted and replaced with
the following:

       

      "(d)
the failure of the Charterer at any time to maintain Cash and/or Cash
Equivalents as part of the Cash Deposit in an amount at least equal to the
applicable Minimum Reserve."

       

      
        	
                (e)  

              	
                Definition
      of "Minimum Reserve"

              


      

       

      The
definition of "Minimum Reserve" shall be deleted and replaced with the
following:

       

      "Minimum Reserve" means
US$52,000,000 (provided, however, that the Minimum Reserve shall be reduced by
an amount equal to US$2,000,000 upon the termination of any Charter other than
by reason of default by the Charterer under the Agreement or the
Charters).

       

      
        	
                (f)  

              	
                Definition
      of "Performance Guarantee"

              


      

       

      The
definition of "Performance Guarantee" in the Agreement shall be deleted and
replaced with the following:

       

      "Performance Guarantee" means
the performance guarantee issued by Frontline in favor of the Company and the
Owners on 1st
January 2004, as subsequently amended by an amendment no. 1 thereto dated 3rd
February 2005, an amendment no. 2 thereto dated 4 April 2005 and an amendment
no. 3 dated 22 March, 2010.

       

      
        	
                (g)  

              	
                Changes
      to the sixth Recital to the
Agreement

              


      

       

      The words
"(other than the payment of
charter hire)" and "and
the obligations of Frontline Management under the Management Agreements and the
Administrative Services Agreement" in the sixth Recital shall be deleted,
so that this provision shall read:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "WHEREAS,
pursuant to the Performance Guarantee, Frontline has agreed to guarantee the
performance of the obligations of the Charterer under the Charters and this
Agreement;"

       

      
        	
                (h)  

              	
                Changes
      to Section 2.1 (Charter Service
Reserve)

              


      

       

      The
heading of Section 2.1 shall be amended to read "(Cash Deposit") and Section 2.1
shall be deleted and replaced by the following:

       

      "The
Charterer shall at any time hold the Cash Deposit in an amount at least equal to
the applicable Minimum Reserve and the Cash Deposit shall be blocked for
withdrawals by the Charterer."

       

      
        	
                (i)  

              	
                Changes
      to Section 2.2 (Negative covenants of the
  Charterer)

              


      

       

      Sub-clause
(i) of Section 2.2 shall be deleted and replaced by the following:

       

      
        "(i)
declare
or make any dividend or distribution of any kind whatsoever to its shareholders
(including through a buyback, redemption or repurchase of its securities) or
loan, repay or make any other payment in respect of Indebtedness of the
Charterer or any affiliate thereof (other than the Company and the Subsidiaries)
unless (i) the Charterer is then in compliance with all its obligations under
the Charters and this Agreement and (ii) the Charterer, after giving effect to
the declaration or repayment of any such dividend or distribution or the
disbursement of any such loan or payment in respect of such
Indebtedness, continues to be in compliance with all its obligations under
the Charters and this Agreement;"

      

       

      The
following new sub-clauses (l) and (m) shall be added to Section 2.2 (Negative
covenants of the Charterer):

       

      
        "(l)
fail
at any time to comply with all laws to which it may be subject if failure so to
comply will materially impair its ability to perform its obligations under this
Agreement or the Charters;

      

       

      
        (m)
fail
at any time to comply with all national, international and state laws, rules,
regulations, treaties and conventions applicable to the Vessels, pertaining to
the pollution or protection of human health or the environment including,
without limitation, the carriage of oil and other pollutants and actual or
threatened emissions, spills, releases or discharges of oil and other
pollutants."

      

       

      
        	
                (j)  

              	
                Changes
      to Section 2.3 (Covenants of
Frontline)

              


      

       

      The
following new sub-clauses (c) and (d) shall be added to in Section 2.3
(Covenants of Frontline):

       

      
        "(c)
Frontline
shall remain listed on a well known and reputable stock exchange acceptable to
the Company; and

      

       

      
        (d)
Frontline
shall comply with all laws to which it may be subject if failure so to comply
will materially impair its or the Charterer's ability to perform its obligations
under this Agreement, the Charters and/or the Performance Guarantee, as
applicable."

      

       

      
        	
                (k)  

              	
                Changes
      to Section 2.4 (Financial Statements and Other
  Information)

              


      

       

      “Charter Service Reserve”
shall be replaced by “Cash
Deposit” in item (1) of sub-clause (a) of Section 2.4.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
following shall be deleted from sub-clause (a) of Section 2.4:

       

      "(2)
sets forth in reasonable detail all payments into and from the Charter Service
Reserve during such month"

       

      Sub-clauses
(b) and (c) of Section 2.4 shall be deleted in their entirety.

       

      At the
end of Section 2.4 (Financial Statements and Other Information) of the
Agreement, the following provision be inserted:

       

      "Frontline
hereby covenants and undertakes that it will deliver to the
Company:

       

      
        	
                (a)  

              	
                as
      soon as the same becomes available, but in any event within 180 days after
      the end of each financial year, Frontline's audited financial statements
      for that financial year;

              


      

       

      
        	
                (b)  

              	
                as
      soon as the same becomes available, but in any event within 60 days after
      the end of each financial quarter, Frontline’s unaudited quarterly
      financial statements;

              


      

       

      
        	
                (c)  

              	
                all
      public documents dispatched by Frontline to the New York Stock Exchange
      and/or the Oslo Stock Exchange as soon as possible after they are
      dispatched;

              


      

       

      
        	
                (d)  

              	
                promptly,
      such further information regarding any of Frontline's or the Charterer's
      financial condition, business and operations as the Company and/or its
      lenders may reasonably request."

              


      

       

      
        	
                (l)  

              	
                Changes
      to Section 2.5 of the Agreement

              


      

       

      The
following shall be inserted at the end of Section 2.5 (Earnings Account) of the
Agreement: ", to be held with
Nordea Bank Norge ASA or such other bank as the Company's and/or the Owners'
lenders may reasonably require.", so that this provision shall
read:

       

      "2.5 Earnings Account. The
Charterer shall cause all of its revenues to be deposited into an earnings
account (the "Earnings
Account"), to be held with Nordea Bank Norge ASA or such other bank as
the Company's and/or the Owners' lenders may reasonably require."

       

      
        	
                (m)  

              	
                Changes
      to Article III of the Agreement

              


      

       

      Article
III (Deferral of Charter Payments) shall be deleted in its entirety, including
Sections 3.1 and 3.2.

       

      
        	
                (n)  

              	
                Changes
      to Section 4.3 of the Agreement

              


      

       

      Sub-clauses
(b), (c) and (d) of Section 4.3 (Delivery of Bonus Payment) shall be deleted in
their entirety.

       

      
        	
                (o)  

              	
                Changes
      to Section 5.1 of the Agreement

              


      

       

      Section
5.1 (Collateral) of the Agreement be deleted and replaced by the
following:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "5.1. Collateral. The
Charterer, the Company and Frontline covenant and agree that the Charterer's
obligations under this Agreement and the Charters shall be secured by first
priority fixed and/or floating charges, as applicable, over all of the
undertaking and all of the assets and rights (including the Earnings Account and
the Cash Deposit) of the Charterer whatsoever and wheresoever both present and
future and all outstanding capital stock of the Charterer (collectively, the
"Security Interests").
The Charterer and Frontline agree that they shall execute such documents and do
such things as may reasonably be required by the Company's lenders in order to
give full effect to their covenants in this Section 5.1."

       

       

      
        	
                3.  

              	
                ADDENDUM
      NO. 5

              


      

       

      The
Parties hereto refer to addendum no. 5 to the Agreement, dated 21 August 2007
(the “Addendum No. 5”).
By mistake, the Addendum No. 5 was referred to as the third addendum to the
Agreement upon execution. The Parties hereto agree that the Addendum No. 5 shall
hereinafter be referred to as the fifth addendum to the Agreement.

       

       

      
        	
                4.  

              	
                MISCELLEANEOUS

              


      

       

      The
Parties hereto agree that the provisions of the Agreement as amended by this
Addendum No. 6 shall be identical to those in existence prior to the execution
of this Addendum No. 6 save insofar as the same have been amended hereby, and
that all references in the Agreement to the term "this Agreement" shall be
deemed to be references to the Agreement as confirmed and amended hereby and
references to "the Agreement", "hereof", "hereunder", "herein" and kindred
expressions shall be construed accordingly.

       

      The
Parties agree that this Addendum No. 6 shall be governed by the laws of England
and Wales and that any disputes arising hereunder shall be subject to the same
dispute resolution mechanism as provided for under Section 8.3 of the
Agreement.

       

      This
Addendum No. 6 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 Addendum No. 6 to be executed on the day and year first above
written.

       

      


      
        	
                For
      and on behalf of

                SHIP
      FINANCE INTERNATIONAL LIMITED

                 

                 

                ________________________________

                Signature

                 

                ________________________________

                Name
      with block letters

              	
                For
      and on behalf of

                FRONTLINE
      LTD.

                 

                 

                
                  ________________________________

                

                Signature

                 

                
                  ________________________________

                

                Name
      with block letters

              	 
      


         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	
                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
      LAPAN PRIVATE LIMITED

                TRANSCORP
      PTE LTD

                BONFIELD
      SHIPPING LIMITED

                FRONT
      SEMBILAN PRIVATE LIMITED

                KATONG
      INVESTMENTS LIMITED

                ASPINALL
      PTE LTD

                RETTIE
      PTE LTD

                BLIZANA
      PTE LTD

                 

                 

                 

                
                  ________________________________

                

                Signature

                 

                
                  ________________________________

                

                Name
      with block letters

              	
                For
      and on behalf of

                FRONTLINE
      SHIPPING LIMITED

                 

                 

                 

                 

                 

                 

                 

                
                  ________________________________

                

                Signature

                 

                 

                
                  ________________________________

                

                Name
      with block letters

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
A

      


      


      


      
        	 	
                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
      Lapan Private Limited

              
	 	
                Transcorp
      Pte Ltd

              
	 	
                Bonfield
      Shipping Limited

              
	 	
                Front
      Sembilan Private Limited

              
	 	
                Katong
      Investments Limited

              
	 	
                Aspinall
      Pte Ltd

              
	 	
                Rettie
      Pte Ltd

              
	 	
                Blizana
      Pte Ltd

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
B

      


      Financial
institutions with which Cash Deposit may be placed

      
        	
                Nordea
      Bank Norge ASA

                Middelthuns
      gate 17

                P.O.
      Box 1166 Sentrum

                NO-0107
      Oslo

                Norway

                Att:
      Peder Simonsen

                Email:
      peder.simonsen@nordea.com

                Fax:
      +47 22 48 54 87

                 

              
	
              
	
                Crédit
      Agricole CIB

                9
      quai du President Paul Doumer

                92920
      Paris La Defense

                France

                Att:
      Loan Administration – Shipping / Sylvie Godet

                Fax:    +33
      1 41 89 19 34

                 

                Copy
      to:

                 

                Credit
      Agricole CIB

                Ruseløkkvn.
      6

                P.O.
      Box 1675 Vika

                N-0120
      Oslo

                Norway

                Att:     Tobias
      Gilje

                Email:
      tobias.gilje@ca-cib.com

                Fax:    +47
      22 01 06 51

                 

              
	
              
	
                Fortis
      Bank (Nederland) N.V.

                Olav
      V's gate 5

                N-0161
      Oslo

                Norway

                Att:
      Bjørn Flaate / Kari Trondsen

                Email:
      bjorn.flaate@fortisbank.no / kt@fortisbank.no

                Fax:
      +47 23 11 49 40

                 

              
	
              
	
                ING
      Bank N.V.

                Location
      AMP D06.039

                P.O.
      Box 1800

                1000
      BV Amsterdam

                the
      Netherlands

                 

                Att:
      Remco Steger

                Email:
      remco.steger@ingbank.com

                Fax:
      +31 20 5658210

                 

              
	
                
    


         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	
                Skandinaviska
      Enskilda Banken AB (publ)

                Filipstad
      Brygge 1

                N-0123
      Oslo

                Norway

                Att:
      Johan Rasmussen

                Email:
      johan.rasmussen@seb.no

                Fax:
      +4722827131

                 

              
	
              
	
                Scotiabank
      Europe Plc

                Scotioa
      House

                33
      Finsbury Square

                London
      EC2A 1BB

                UK

                Att:
      David Sparkes

                Email:
      david_sparkes@scotiacapital.com

                Fax:
      +44 207 826 5987

                 

              
	
              
	
                BNP
      Paribas

                BNP
      Paribas Oslo Branch

                P.B.
      106 Sentrum

                0154
      Oslo

                Norway

                Att:
      Pierre De Fontenay / Evariste Beau

                Email:
      pierre.defontenay@bnpparibas.com /
      evariste.beau@bnpparibas.com

                Fax:
      +47 22 82 95 76

                 

              
	
              
	
                Citibank
      N.A. London

                Tordenskioldsgate
      8-10

                0160
      Oslo

                Norway

                Att:
      Frithiof Wilhelmsen

                Email:
      frithiof.wilhelmsen@citi.com

                Fax:
      +47 22 00 96 22

                 

                Copy
      to:

                 

                33
      Canada Square

                Canary
      Wharf

                London
      E14 5LB

                UK

                Att:
      Simon Booth

                Email:
      simon.booth@citi.com

                Fax:
      +44 (0) 20 7098 4327

                 

              
	
              
	
                Fokus
      Bank - Norwegian Branch of Danske Bank A/S

                P.O.
      Box 1170 Sentrum

                N-0107
      Oslo

                Norway

                Att:
      Tom Erik Vågen / Anne-Gry Kessel

                Email:
      tv@fokus.no / annebj@fokus.no

                Fax:
      + 47 85 40 79 69

                 

              
	
              


         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	
                ITF
      International Transport Finance Suisse AG

                Wasserverkstrasse
      12

                CH.8006
      Zurich

                Switzerland

                Att:
      Mr. Alexander Schaffert

                Email:
      alexander.schaffert@itf-suisse.com

                Fax:
      +41 44 3656 214

                 

              
	
              
	
                Lloyds
      TSB Bank Plc

                33
      Old Borad Street

                London

                Att:
      Piragash Sivanesan , David Sumner, Tony Stevens

                Email:
      Piragash.Sivanesan@lloydsbanking.com, David.sumner@lloydsbanking.com,
      Tony.Stevens@lloydsbanking.com

                Fax:
      +44 20 7158 3273

                 

              
	
              
	
                NIBC
      Bank N.V.

                Carnegieplein
      4

                2517
      KJ

                The
      Hague

                The
      Netherlands

                Att:
      Jan-Willem Schellingerhout

                Email:jan-willem.schellingerhout@nibc.com

                Fax:
      +31 (0) 70 342 5577

                 

              
	
              
	
                Swedbank
      AB (publ)

                Marine
      Finance, E 721

                Regeringsgatan
      13SE-105 34 Stockholm

                Sweden

                Att:
      Dagobert Billstein / Karin Nilsson

                Email:
      dagobert.billsten@swedbank.se / karin.nilsson@swedbank.se

                Fax:
      +46 8 723 71 50