exv4w5






Exhibit 4.5






FORM OF
NOTE


 




CUSIP [     ]

ISIN [     ]




[     ]% Senior Notes due [     ]




			
	No. 1
	 	$[     ]






SHIP FINANCE INTERNATIONAL LIMITED




promises to pay to CEDE & Co., or registered assigns, the principal sum of [                              ] on [     ].

Interest Payment Dates: [     ] and [     ]

Regular Record Dates: [     ] and [     ]




	 	 	 	 	 
	 	SHIP FINANCE INTERNATIONAL LIMITED.

 	 
	Dated: 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


 




TRUSTEE CERTIFICATE OF AUTHENTICATION





     This is one of the [     ]% Senior Notes due [     ] referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	WILMINGTON TRUST FSB,

as Trustee

 	 
	Dated: 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


 




 









 





[Back of Security]

[     ]% Senior Notes due [     ]





     Capitalized terms used herein have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.




     Interest. Ship Finance International Limited, a Bermuda exempted company (the
“Company”), promises to pay interest on the principal amount of this Security at [ ]% per
annum from [ ] until maturity. The Company will pay interest semi-annually in arrears on
[ ] and [ ] of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Security is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date (other than the authentication of the Securities
originally issued under the Indenture); provided further that the first Interest Payment
Date shall be [ ]. The Company will pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time
to time on demand at a rate that is 1% per annum in excess of the rate then in effect to the
extent lawful; it will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day months.
“Bankruptcy Law” means Title 11 of the U.S. Code or any similar federal or state law for the
relief of debtors.




     Method of Payment. The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered Holders of Securities at the close of
business on the [ ] or [ ] next preceding the Interest Payment Date (each a “Regular
Record Date”), even if such Securities are canceled after such record date and on or before
such Interest Payment Date, except as provided in the Indenture with respect to defaulted
interest. The Securities will be payable as to principal, premium, if any, and interest at
the office or agency of the Company maintained for such purpose within or without the City
and State of New York, or, at the option of the Company, payment of interest may be made by
check mailed to the Holders at their addresses set forth in the register of Holders;
provided that payment by wire transfer of immediately available funds will be required with
respect to principal of and interest, premium on, all Global Securities and all other
Securities the Holders of which will have provided wire transfer instructions to the Company
or the Paying Agent. Such payment will be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts.




     Paying Agent and Registrar. Initially, Wilmington Trust FSB, the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.



 









 






     Indenture. The Company issued the Securities under an Indenture dated as of [
], 2010 (the “Indenture”) between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the Indenture by
reference to the TIA. The Securities are subject to all such terms, and Holders are
referred to the Indenture and the TIA for a statement of such terms. To the extent any
provision of this Security conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. The Securities are unsecured
obligations of the Company. The Indenture does not limit the aggregate principal amount of
Securities that may be issued thereunder.




     Optional Redemption.



     (a) At any time and from time to time prior to [ ], the Company, at its option, may redeem
up to 35% of the aggregate principal amount of the Securities issued under the Indenture with the
net cash proceeds of one or more Qualified Equity Offerings at a Redemption Price equal to [ ]%
of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon,
if any, to the Redemption Date; provided that




     (1) at least 65% of the aggregate principal amount of Securities issued under
this Indenture remains outstanding immediately after the occurrence of such
redemption; and




     (2) the redemption occurs within 60 days of the date of the closing of any such
Qualified Equity Offering.



     (b) At the Company’s option, the Company may redeem the Securities in whole or in part at any
time and from time to time prior to maturity upon not less than 30 nor more than 60 days’ prior
notice at a Redemption Price equal to the greater of (i) 100% of the principal amount of the
Securities to be redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities to be redeemed (excluding the portion of any
such interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield, plus 50
basis points, plus, in each case, accrued and unpaid interest to the Redemption Date.




     Mandatory Redemption. The Company is not required to make mandatory
redemption or sinking fund payments with respect to the Securities.




     Repurchase at the Option of Holder. If there is a Change of Control Trigger
Event, the Company will be required to make a Change of Control Offer as set forth in the
Indenture to each Holder to repurchase all or any part of each Holder’s Securities at a
purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued
and unpaid interest thereon to the date of purchase, subject to the rights of Holders on the
relevant record date to receive interest due on the relevant interest payment date.




     Notice of Redemption. Notice of redemption will be mailed at least 30
calendar days but not more than 60 calendar days before the Redemption Date to each Holder



 









 







whose Securities are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 calendar days prior to a Redemption Date if the notice is
issued in connection with a defeasance of the Securities or a satisfaction or discharge of
the Indenture.




     Denominations, Transfer, Exchange. The Securities are in registered form
without coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. The transfer of Securities may be registered and Securities may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Security or portion of a
Security selected for redemption, except for the unredeemed portion of any Security being
redeemed in part. Also, the Company need not exchange or register the transfer of any
Securities for a period of 15 calendar days before a selection of Securities to be redeemed
or during the period between a record date and the corresponding Interest Payment Date.




     Persons Deemed Owners. The registered Holder of a Security may be treated as
its owner for all purposes.




     Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Securities may be amended or supplemented with the consent of the Holders
of at least a majority in aggregate principal amount of the then outstanding Securities
including Additional Securities, if any, voting as a single class, and any existing Default
or Event or Default or compliance with any provision of the Indenture or the Securities may
be waived with the consent of the Holders of a majority in aggregate principal amount of the
then outstanding Securities including Additional Securities, if any, voting as a single
class. Without the consent of any Holder of a Security, the Indenture or the Securities may
be amended or supplemented to (i) to cure any ambiguity, defect or inconsistency; (ii) to
provide for uncertificated Securities in addition to or in place of certificated Securities;
to provide for the assumption of the Company’s obligations to Holders in the case of a
merger or consolidation or sale of all or substantially all of the Company’s assets, as
applicable; to make any change that would provide any additional rights or benefits to
Holders (including granting of security for the benefit of Holders) or that does not
adversely affect the legal rights under the Indenture of any such Holder; to comply with
requirements of the SEC in order to effect or maintain the qualification of this Indenture
under the Trust Indenture Act; to conform the text of this Indenture or the Securities to
any provision of the “Description of Notes” section of the Prospectus Supplement to the
extent that such provision was intended by the Company to be a verbatim recitation of a
provision of the Indenture or the Securities; or to provide for the issuance of Additional
Securities in accordance with this Indenture.




     Defaults and Remedies. The Events of Default include those specified in
Section 5.01 of the Indenture. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding
Securities may declare all the Securities to be due and payable



 









 







immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain
events of bankruptcy or insolvency, all outstanding Securities will become due and payable
immediately without further action or notice. Holders may not enforce the Indenture or the
Securities except as provided in the Indenture. Subject to certain limitations, Holders of
a majority in aggregate principal amount of the then outstanding Securities may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the
Securities notice of any continuing Default or Event of Default (except a Default or Event
of Default relating to the payment of principal or interest or premium, if any,) if it
determines that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the then outstanding Securities by notice to the Trustee may,
on behalf of the Holders of all of the Securities, rescind an acceleration or waive any
existing Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest or premium, if any, on, or
the principal of, the Securities.




     Trustee Dealings with Company. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Company or
its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not
the Trustee.




     No Recourse Against Others. A director, officer, employee, incorporator or
stockholder of the Company, as such, will not have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities.




     Authentication. This Security will not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.




     Abbreviations. Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).




     CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities, and the Trustee may use CUSIP numbers in notices of redemption as
a convenience to Holders. No representation is made as to the accuracy of such numbers
either as printed on the Securities or as contained in any notice of redemption, and
reliance may be placed only on the other identification numbers placed thereon.




     GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE
USED TO CONSTRUE THE INDENTURE, THIS SECURITY WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF



 









 







CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.




               The Company will furnish to any Holder upon written request and without charge a copy
of the Indenture. Requests may be made to:



Ship Finance International Limited





 












 





Assignment Form




     To assign this Security, fill in the form below:


(I) or (we) assign and transfer this Security to:______________________________________________________




(Insert assignee’s legal name)



 



(Insert assignee’s soc. sec. or tax I.D. no.)



 



 



 



 



(Print or type assignee’s name, address and zip code)



and irrevocably appoint _______________________________________________________________________________
 to transfer this Security on the books of the
Company. The agent may substitute another to act for him.



Date: _______________




Your Signature: ____________________________________________________________



                   (Sign exactly as your name appears on the face of this Security)                   


Signature Guarantee*: _________________________




 





			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).






 









 




Option of Holder to Elect Purchase




     If you want to elect to have this Security purchased by the Company pursuant to [Section
10.10] of the Indenture, check the following box below:



o [Section 10.10]



If you want to elect to have only part of the Security purchased by the Company pursuant to
[Section 10.10] of the Indenture, state the amount you elect to have purchased:




$_______________



Date: _______________




Your Signature: ____________________________________________________________



                   (Sign exactly as your name appears on the face of this Security)                   



                   Tax Identification No.:
_______________________                   


Signature Guarantee*: _________________________



 






			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).






 









 





SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY




     The following exchanges of a part of this Global Security for an interest in another
Global Security or for a definitive Security, or exchanges of a part of another Global Security or
definitive Security for an interest in this Global Security, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	at maturity of this	 	 	 	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	Global Security	 	 	Signature of	 
	 	 	in Principal Amount	 	 	in Principal Amount	 	 	following such	 	 	authorized officer	 
	 	 	at maturity of	 	 	at maturity of	 	 	decrease	 	 	of Trustee or	 
	Date of Exchange	 	this Global Security	 	 	this Global Security	 	 	(or increase)	 	 	Custodian