d1086259_ex4-3.htm


    Exhibit
4.3

     

    

 

    AMENDMENT
NO. 4

    TO
A PERFORMANCE GUARANTEE DATED 1ST
JANUARY, 2004

    


    


    This
amendment no. 4 (the "Amendment
no. 4") to the performance guarantee issued by Frontline Ltd. in favour
of Ship Finance International Limited and the Owners (as defined therein) dated
1 January 2004, and as amended by an amendment no. 1 thereto dated 3 February
2005, an amendment no. 2 thereto dated 4 April 2005 and an amendment no. 3
thereto dated 9 March 2006 (together, the "Performance Guarantee"), is
made by way of deed as of this 22 March 2010 by and between:

    


    
      	
              (1)  

            	
              FRONTLINE LTD. (the
      "Guarantor");

            


    

     

    
      	
              (2)  

            	
              SHIP FINANCE INTERNATIONAL
      LIMITED (the "Company");
      and

            


    

     

    
      	
              (3)  

            	
              Each of the Owners (as
      defined in the Agreement (which term is defined in Recital (B)
      below)).

            


    

     

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

    


    WHEREAS:

    


    
      	
              (A)  

            	
              The
      Guarantor has issued the Performance Guarantee for the performance of
      certain obligations of its wholly owned subsidiaries Frontline Shipping
      Limited under certain time charters and Frontline Management (Bermuda)
      Ltd. Under certain management agreements and an administrative services
      agreement.

            


    

    
      	
               
      

            	 


    

    
      	
              (B)  

            	
              The
      Parties, among others, are parties to a charter ancillary agreement 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 21 August 2007 and an addendum no. 4 thereto as of the date
      hereof (together, the "Agreement").

            


    

    


    
      	
              (C)  

            	
              The
      Parties have, in the addendum no. 4 to the Agreement, agreed to make
      certain changes to the Performance Guarantee and the Parties have
      consequently agreed to enter into this Amendment no. 4 in order to
      document the same.

            


    

    


    
      	
              1.  

            	
              DEFINITIONS

            


    

    


    Terms and
expressions defined in the Performance Guarantee shall have the same meaning
when used in this Amendment no. 4, unless otherwise explicitly stated
herein.

    


    
      	
              2.  

            	
              AMENDMENTS

            


    

    


    The
Parties agree that:

    


    
      	
              (i)  

            	
              the
      definition of "Charter
      Ancillary Agreement" in Recital C shall be amended by adding "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 21 August 2007 and an addendum no. 4
      thereto dated [●] March
2010.";

            


    

    


    
      	
              (ii)  

            	
              the
      definition of "Guaranteed Obligations"
      shall be deleted and replaced by the
following:

            


    

    


    "means the obligations of the
Charterers set out in Clause 2.1 (a) below:";

    


    
      	
              (iii)  

            	
              the
      definition of "Relevant Documents" shall be amended by deleting "the Management Agreements and
      the Administrative Services
Agreement";

            


    

    


    
      	
              (iv)  

            	
              "certain" shall be
      replaced with "the" under item (i) of
      Recital (G) of the Performance Guarantee and the references to the
      Management Agreement and the Administrative Service Agreement shall be
      deleted from the same Recital, so that this provision shall
      read:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    "WHEREAS,
in order to induce the Company to enter into the Charter Ancillary Agreement and
in order to induce the Owners to enter into the Charters and the Charter
Ancillary Agreement, the Guarantor is willing to guarantee (i) the obligations
of the Charterer under the Charters and (ii) the obligations of the Charterer
under the Charter Ancillary Agreement;";

    


    
      	
              (v)  

            	
              Section
      2.1 (a) of the Performance Guarantee shall be amended by deleting "provided, however, that this
      Guarantee shall not extend to the payment of Charter Hire;" and
      adding "including
      without limitation the payment of Charter Hire", so that the
      provision shall read:

            


    

    


    "guarantees
to each Beneficiary the full and punctual performance of the obligations of the
Charterer under the Charters and the Charter Ancillary Agreement and the due
payment of all amounts payable by the Charterer under the Charters and the
Charter Ancillary Agreement, including, without limitation, the payment of
Charter Hire;";

    


    
      	
              (vi)  

            	
              Section
      2.1 (b) and (c) shall be deleted and replaced by Section 2.1 (d) and (e)
      which shall thereafter serve as the new Section 2.1 (b) and
      (c).

            


    

    


    


    
      	
              3.  

            	
              MISCELLEANEOUS

            


    

    


    The
Parties agree that this Amendment no. 4 shall be governed by the laws of England
and that any disputes arising hereunder shall be subject to the same dispute
resolution mechanism as provided for under Section 13 of the Performance
Guarantee.

    


    This
Amendment no. 4 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 Amendment no. 4 to be duly executed as a deed on the day and year
first above written.

    


    
      	
               

              EXECUTED as a deed
      by

              for
      and on behalf of

              SHIP
      FINANCE INTERNATIONAL LIMITED

               

               

               

              ____________________________________

              Signature

               

              ____________________________________

              Name
      with block letters

            	
               

              EXECUTED as a deed
      by

              for
      and on behalf of

              FRONTLINE
      LTD.

               

               

               

              ____________________________________

              Signature

               

              ____________________________________

              Name
      with block letters

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

               

              In
      the presence of:

               

               

              ____________________________________

              Signature

               

              ____________________________________

              Name
      with block letters

               

               

              EXECUTED as a deed
      by

              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

               

               

              In
      the presence of:

               

               

              ____________________________________

              Signature

               

              ____________________________________

              Name
      with block letters

               

            	
               

               

              In
      the presence of:

               

               

              ____________________________________

              Signature

               

              ____________________________________

              Name
      with block letters