Exhibit 4.3


 


Execution Copy


 


Ship Finance International Limited


 


$580,000,000 81/2% Senior Notes due 2013


 


 


Registration Rights Agreement


 


December 18, 2003


 


JEFFERIES & COMPANY, INC.


CITIGROUP GLOBAL MARKETS INC.


c/o Jefferies & Company, Inc.


909 Fannin Street, Suite 3100


Houston, Texas 77010


 


Ladies and Gentlemen:


 


Ship Finance International Limited, a Bermuda exempted company (the “Company”) is issuing and selling to
Jefferies & Company, Inc. and Citigroup Global Markets Inc. (the “Initial Purchasers”), upon the terms set
forth in the Purchase Agreement dated December 11, 2003, by and among the
Company, Frontline and the Initial Purchasers (the “Purchase Agreement”) a $580,000,000 aggregate principal
amount of the Company’s 81/2% Senior Notes due 2013 (each,
a “Note” and collectively, the “Notes”). As an inducement to the Initial
Purchasers to enter into the Purchase Agreement, the Company on behalf of
itself and the Subsidiary Guarantors (as defined below) agree with the Initial
Purchasers, for the benefit of the Holders (as defined below) of the Notes
(including, without limitation, the Initial Purchasers), as follows:


 


1.                                      Definitions.  Capitalized
terms that are used herein without definition and are defined in the Purchase
Agreement shall have the respective meanings ascribed to them in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:


 


Additional Interest:  See Section 4.1.


 


Advice:   See Section 5.22.


 


Agreement:  This Registration Rights Agreement, dated as
of the Closing Date, among the Company and the Initial Purchasers.


 


Applicable Period:  See Section 2.5.


 


Business Day:  A day that is not a Saturday, a Sunday or a
day on which banking institutions in the City of New York are authorized or
required by law or executive order to be closed.


 


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Closing Date:  The date the Notes were sold to the Initial
Purchasers pursuant to the Purchase Agreement.


 


Company:  See the introductory paragraph to this Agreement.


 


Day:  Unless otherwise expressly provided, a
calendar day.


 


Effectiveness Date:  The 210th day after the Closing Date.


 


Effectiveness Period:  See Section 3.1.


 


Exchange Act:  The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.


 


Exchange Notes:  The Senior Notes due 2013 of the Company,
identical in all material respects to the Notes, including the guarantees
endorsed thereon, except for restrictive legends and additional interest provisions.


 


Exchange Offer Registration Statement:  See Section 2.1.


 


Filing Date:  The 120th day after the Closing Date.


 


Holder:   Any registered holder of Registrable Notes.


 


Indemnified Party:  See Section 7.3.


 


Indemnifying Party:  See Section 7.3.


 


Indenture:  The Indenture, dated as of the Closing Date,
between the Company and Wilmington Trust Company, as trustee, pursuant to which
the Notes are being issued, as amended or supplemented from time to time in
accordance with the terms hereof.


 


Initial Purchasers:  See the introductory paragraph to this
Agreement.


 


Initial Shelf Registration:  See Section 3.1.


 


Inspectors:  See Section 5.15.


 


Losses:  See Section 7.1.


 


NASD:  National Association of Securities Dealers,
Inc.


 


Notes:  See the introductory paragraph to this
Agreement.


 


Participating Broker-Dealer:  See Section 2.5.


 


Person:  An individual, trustee, corporation,
partnership, limited liability company, joint stock company, trust,
unincorporated association, union, business association, firm, government or
agency or political subdivision thereof, or other legal entity.


 


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Prospectus:  The prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Notes covered by such
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.


 


Purchase Agreement:  See the introductory paragraph to this
Agreement.


 


Records:  See Section 5.15.


 


Registrable Notes:  Each Note until the first to occur of (i)
the date on which such Note has been exchanged by a person other than a
Broker-Dealer for an Exchange Note in the Exchange Offer, (ii) following the
exchange by a Broker-Dealer in the Exchange Offer of a Note for an Exchange
Note, the date on which such Exchange Note is sold to a purchaser who receives
from such Broker-Dealer on or prior to the date of such sale a copy of the
Prospectus contained in the Exchange Offer Registration Statement, (iii) the
date on which such Note has been effectively registered under the Securities
Act and disposed of in accordance with the Shelf Registration or (iv) the date
on which such Note is distributed to the public pursuant to Rule 144 under the
Securities Act or may be distributed to the public pursuant to Rule 144(k)
under the Securities Act.


 


Registration Statement:  Any registration statement of the Company
filed with the SEC under the Securities Act (including, but not limited to, the
Exchange Offer Registration Statement, the Shelf Registration and any
Subsequent Shelf Registration) that covers any of the Registrable Notes
pursuant to the provisions of this Agreement, including the Prospectus,
amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.


 


Rule 144:  Rule 144 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule (other
than Rule 144A) or regulation hereafter adopted by the SEC providing for offers
and sales of securities made in compliance therewith resulting in offers and
sales by subsequent holders that are not affiliates of an issuer or such
securities being free of the registration and prospectus delivery requirements
of the Securities Act.


 


Rule 144A:  Rule 144A promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule (other
than Rule 144) or regulation hereafter adopted by the SEC.


 


Rule 415:  Rule 415 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.


 


Rule 430A:  Rule 430A promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.


 


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SEC:  The Securities and Exchange Commission.


 


Securities:  The Notes and the Exchange Notes.


 


Securities Act:  The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.


 


Shelf Notice:  See Section 2.9.


 


Shelf Registration:  See Section 3.2.


 


Subsequent Shelf Registration:  See Section 3.2.


 


Subsidiary Guarantor:  Each subsidiary of the Company that
guarantees the obligations of the Company under the Notes and the Indenture.


 


TIA:  The Trust Indenture Act of 1939, as amended.


 


Trustee:  The trustee under the Indenture and, if
existent, the trustee under any indenture governing the Exchange Notes and the
Notes.


 


Underwritten Registration or Underwritten
Offering:  A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.


 


2.                                      Exchange Offer.


 


2.1                                 Unless
the Exchange Offer would not be permitted by applicable federal law or a policy
of the SEC, the Company shall (and shall cause each Subsidiary Guarantor with
respect to its guarantee to) (i) prepare and file with the SEC promptly after
the date hereof, but in no event later than the Filing Date, a registration
statement (the “Exchange Offer Registration
Statement”) on an appropriate form under the Securities Act with
respect to an offer (the “Exchange Offer”)
to the Holders of Registrable Notes to issue and deliver to such Holders, in
exchange for the Notes, a like aggregate principal amount of Exchange Notes,
(ii) cause the Exchange Offer Registration Statement to become effective under
the Securities Act as promptly as practicable after the filing thereof, but in
no event later than the Effectiveness Date, (iii) keep the Exchange Offer
Registration Statement effective until the consummation of the Exchange Offer
in accordance with its terms, and (iv) commence the Exchange Offer and issue on
or prior to 30 days after the date on which the Exchange Offer Registration
Statement is declared effective, Exchange Notes in exchange for all Notes
tendered prior thereto in the Exchange Offer. 
The Exchange Offer shall not be subject to any conditions, other than
that the Exchange Offer does not violate applicable law or any applicable
interpretation of the staff of the SEC.


 


2.2                                 The
Exchange Notes shall be issued under, and entitled to the benefits of, the
Indenture or a trust indenture that is identical to the Indenture (other than
such changes as are necessary to comply with any requirements of the SEC to effect
or maintain the qualifications thereof under the TIA).


 


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2.3                                 Interest on the Exchange
Notes will accrue from the last interest payment date on which interest was
paid on the Notes surrendered in exchange therefor or, if no interest has been
paid on the Notes, from the date of original issue of the Notes. Each Exchange
Note shall bear interest at the rate set forth thereon; provided, that interest
with respect to the period prior to the issuance thereof shall accrue at the
rate or rates borne by the Notes from time to time during such period.


 


2.4                                 The
Company may require each Holder as a condition to participation in the Exchange
Offer to represent in writing, that at the time of consummation of the Exchange
Offer (i) any Exchange Notes received by it will be acquired in the ordinary
course of its business, (ii) at the time of the commencement and consummation
of the Exchange Offer such Holder has not entered into any arrangement or
understanding with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Notes in violation of the
provisions of the Securities Act, (iii) such Holder is not an “affiliate,” as
defined in Rule 405 of the Securities Act, of the Company, or if such Holder is
an affiliate of the Company it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable to it,
(iv) if such Holder is not a broker-dealer, it is not engaged in, and does not
intend to engage in, the distribution of the Notes and (v) if such Holder is a
Participating Broker-Dealer, it will deliver a Prospectus in connection with
any resale of the Exchange Notes.


 


2.5                                 The
Company shall include within the Prospectus contained in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution” which shall
contain all information that the SEC may require with respect to the potential
“underwriter” status of any broker-dealer that is the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by
such broker-dealer in the Exchange Offer for its own account in exchange for
Notes that were acquired by it as a result of market-making or other trading
activity (a “Participating Broker-Dealer”).
Such “Plan of Distribution” section shall also allow, to the extent permitted
by applicable policies and regulations of the SEC, the use of the Prospectus by
all Persons subject to the prospectus delivery requirements of the Securities
Act, including, to the extent so permitted, all Participating Broker-Dealers,
and include a statement describing the manner in which Participating
Broker-Dealers may resell the Exchange Notes. The Company shall use reasonable
best efforts to keep the Exchange Offer Registration Statement continuously
effective and to amend and supplement the Prospectus contained therein, in
order to permit such Prospectus to be lawfully delivered by all Persons subject
to the prospectus delivery requirements of the Securities Act for 180 days
after consummation of the Exchange Offer; provided, however, that (i) in the
case where such Prospectus and any amendment or supplement thereto must be
delivered by a Participating Broker-Dealer or the Initial Purchasers, such
period shall be the lesser of 180 days and the date on which all Participating
Broker-Dealers and the Initial Purchasers have sold all Exchange Notes held by
them (unless such period is extended pursuant to Section 5.11 below) and (ii)
the Company shall make such Prospectus and any amendment or supplement thereto
available to any Participating Broker-Dealer for use in connection with any
resale of any Exchange Notes for a period not less than 90 days after the
consummation of the Exchange Offer (the “Applicable
Period”).


 


2.6                                 In
connection with the Exchange Offer, the Company shall:


 


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2.6.1                        mail
to each Holder a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and
related documents;


 


2.6.2                        utilize
the services of a depository for the Exchange Offer, which may be the Trustee
or an affiliate thereof;


 


2.6.3                        permit
Holders to withdraw tendered Registrable Notes at any time prior to the close
of business, New York time, on the last Business Day on which the Exchange
Offer shall remain open; and


 


2.6.4                        otherwise
comply in all material respects with all applicable laws.


 


2.7                                 As
soon as practicable after the close of the Exchange Offer the Company shall:


 


2.7.1                        accept
for exchange all Registrable Notes validly tendered pursuant to the Exchange
Offer and not validly withdrawn;


 


2.7.2                        deliver
to the Trustee for cancellation all Registrable Notes so accepted for exchange;
and


 


2.7.3                        cause
the Trustee to authenticate and deliver promptly to each Holder tendering such
Registrable Notes or Exchange Notes, equal in principal amount at maturity to
the Notes of such Holder so accepted for exchange.


 


2.8                                 The
Exchange Notes shall be issued under (i) the Indenture or (ii) an indenture
identical in all material respects to the Indenture, which in either event will
provide that the Exchange Notes will not be subject to the transfer
restrictions or additional interest provisions set forth in the Indenture and that
the Exchange Notes and Notes, if any, will be deemed one class of security
(subject to the provisions of the Indenture) and entitled to participate in all
the security granted by the Company and in any Guarantee (as such terms are
defined in the Indenture) on an equal and ratable basis.


 


2.9                                 If,
(i) any change in law or applicable interpretations of the staff of the SEC
would not permit the consummation of the Exchange Offer as contemplated by this
Section 2, (ii) the Exchange Offer is not consummated within 30 days after the
effective date of the Exchange Offer Registration Statement, (iii) in the case
(A) of any Holder not permitted by applicable law or SEC policy to participate
in the Exchange offer or (B) any Holder that participates in the Exchange Offer
but does not receive Exchange Notes on the date of the exchange that may be
sold without restriction under state and federal securities laws (other than
due solely to the status of such Holder as an affiliate of the Company within
the meaning of the Securities Act) and, in either case, so notifies the Company
within 45 days of consummation of the Exchange Offer, or (iv) the Company so
elects, then the Company (and any then existing Subsidiary Guarantor) shall
promptly deliver to the Holders and the Trustee written notice thereof (the “Shelf Notice”) and shall file an Initial
Shelf Registration pursuant to Section 3 below.


 


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3.                                      Shelf Registration.  If a
Shelf Notice is delivered pursuant to Section 2.9 hereof, then this Section 3
shall apply to all Registrable Notes. 
Otherwise, upon consummation of the Exchange Offer in accordance with
Section 2 hereof, the provisions of this Section 3 shall apply solely with respect
to (i) Notes held by any Holder thereof not permitted by applicable law or SEC
policy to participate in the Exchange Offer and (ii) Exchange Notes that are
not freely tradeable as contemplated by Section 2.9(iii) hereof,
provided in each case that the relevant Holder has duly notified the Company
within 45 days of the Exchange Offer as required by Section 2.9(iii) hereof.


 


3.1                                 Initial Shelf Registration.  The Company shall as promptly as practicable after the
date of the Shelf Notice file (and shall cause any then existing Subsidiary
Guarantor to file) with the SEC a Registration Statement for an offering to be
made on a continuous basis pursuant to Rule 415 covering all of the Registrable
Notes (the “Initial Shelf Registration”).  If the Company (and any then existing
Subsidiary Guarantor) have not yet filed an Exchange Offer Registration
Statement prior to receiving the Shelf Notice, the Company shall file (and
shall cause any then existing Subsidiary Guarantor to file) with the SEC the
Initial Shelf Registration on or prior to the Filing Date and shall cause such
Initial Shelf Registration to be declared effective under the Securities Act on
or prior to the Effectiveness Date. 
Otherwise, the Company shall file (and shall cause any then existing
Subsidiary Guarantor to file) with the SEC the Initial Shelf Registration as
promptly as practicable but in no event later than 30 days of the delivery of
the Shelf Notice and shall cause such Shelf Registration to be declared
effective under the Securities Act as promptly as practicable thereafter (but
in no event more than 90 days after delivery of the Shelf Notice).  The Initial Shelf Registration shall be on
Form S-1 or another appropriate form permitting registration of such
Registrable Notes for resale by Holders in the manner or manners reasonably
designated by them (including, without limitation, one or more underwritten
offerings).  The Company will not and
will cause the Subsidiary Guarantors not to permit any securities other than
the Registrable Notes to be included in any Shelf Registration.  The Company shall use its reasonable best
efforts to keep the Initial Shelf Registration continuously effective under the
Securities Act until the date which is two years from the Closing Date (the “Effectiveness Period”), or such shorter
period ending when (i) all Registrable Notes covered by the Initial Shelf
Registration have been sold in the manner set forth and as contemplated in the
Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all
of the Registrable Notes covered by and not sold under the Initial Shelf
Registration or an earlier Subsequent Shelf Registration has been declared
effective under the Securities Act.


 


3.2                                 Subsequent
Shelf Registrations.  If the
Initial Shelf Registration or any Subsequent Shelf Registration (as defined
below) ceases to be effective for any reason at any time during the
Effectiveness Period (other than because of the sale of all of the securities
registered thereunder), the Company shall use its reasonable best efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof,
and in any event shall within 30 days of such cessation of effectiveness amend
such Shelf Registration in a manner designed to obtain the withdrawal of the
order suspending the effectiveness thereof, or file (and cause any then
existing Subsidiary Guarantor to file) an additional “shelf” Registration
Statement pursuant to Rule 415 covering all of the Registrable Notes (a “Subsequent Shelf Registration”).  If a Subsequent Shelf Registration is filed,
the Company shall use its reasonable best efforts to cause the Subsequent Shelf
Registration to be declared effective as soon as practicable after such filing
and to keep such Subsequent Shelf Registration continuously effective for a
period equal to the number of days in


 


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the Effectiveness Period less the aggregate number of days during which
the Initial Shelf Registration or any Subsequent Shelf Registration was
previously continuously effective.  As
used herein the term “Shelf Registration”
means the Initial Shelf Registration and any Subsequent Shelf Registrations.


 


3.3                                 Supplements
and Amendments.  The
Company shall promptly supplement and amend any Shelf Registration if required
by the rules, regulations or instructions applicable to the registration form
used for such Shelf Registration, if required by the Securities Act.


 


4.                                      Additional Interest.


 


4.1                                 The Company
acknowledges and agrees that the Holders of Registrable Notes will suffer
damages if the Company fails to fulfill its obligations under Section 2 or
Section 3 hereof and that it would not be feasible to ascertain the extent of
such damages with precision. Accordingly, the Company agrees to pay additional
cash interest on the Notes (“Additional
Interest”) under the circumstances and to the extent set forth below
(each of which shall be given independent effect):


 


4.1.1                        if (A) neither
the Exchange Offer Registration Statement nor the Initial Shelf Registration
has been filed on or prior to the Filing Date or (B) notwithstanding that the
Company has consummated or will consummate an Exchange Offer, the Company is
required to file a Shelf Registration and such Shelf Registration is not filed
on or prior to the date required by this Agreement, Additional Interest shall
accrue on the Notes over and above any stated interest at a rate of 0.50% per
annum of the principal amount of such Notes for the first 90 days immediately
following the Filing Date, such Additional Interest rate increasing by an additional
0.50% per annum at the beginning of each subsequent 90-day period, subject to
the proviso in the last sentence of this paragraph;


 


4.1.2                        if (A) neither
the Exchange Offer Registration Statement nor the Initial Shelf Registration is
declared effective on or prior to the Effectiveness Date or (B) notwithstanding
that the Company has consummated or will consummate an Exchange Offer, the
Company is required to file a Shelf Registration and such Shelf Registration is
not filed on or prior to the date required by this Agreement, Additional
Interest shall accrue on the Notes over and above any stated interest at a rate
of 0.50% per annum of the principal amount of such Notes for the first 90 days
immediately following the Effectiveness Date, such Additional Interest rate
increasing by an additional 0.50% per annum at the beginning of each subsequent
90-day period, subject to the proviso in the last sentence of this paragraph;


 


4.1.3                        if (A) the
Company has not exchanged Exchange Notes for all Notes validly tendered in
accordance with the terms of the Exchange Offer on or prior to 30 days after
the Effectiveness Date, (B) the Exchange Offer Registration Statement ceases to
be effective at any time prior to the time that the Exchange Offer is
consummated, (C) if applicable, a Shelf Registration has been declared
effective and such Shelf Registration ceases to be effective at any time prior
to the second anniversary of its effective date (other than such time as all
Notes have been disposed of thereunder) and is not declared effective again
within 30 days, or (D) pending the announcement of a material corporate
transaction, the Company issue a written notice pursuant to Section 5.5(v) or
(vi) hereof that a Shelf Registration or Exchange Offer Registration


 


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Statement is unusable and the aggregate number of days in any 365-day
period for which all such notices issued or required to be issued, have been,
or were required to be, in effect exceeds 120 days in the aggregate or 30 days
consecutively, in the case of a Shelf Registration, or 15 days in the aggregate
in the case of an Exchange Offer Registration Statement, then Additional
Interest shall accrue on the Notes, over and above any stated interest, at a
rate of 0.50% per annum in excess of the interest rate of the principal amount
of such Notes commencing on (w) the 31st Business Day after the Effectiveness
Date, in the case of (A) above, or (x) the date the Exchange Offer Registration
Statement ceases to be effective without being declared effective again within
30 days, in the case of clause (B) above, or (y) the day such Shelf
Registration ceases to be effective in the case of (C) above, or (z) the day
the Exchange Offer Registration Statement or Shelf Registration ceases to be
usable in case of clause (D) above, such Additional Interest rate increasing by
an additional 0.50% per annum at the beginning of each such subsequent 90-day
period, subject to the proviso in the last sentence of this paragraph;


 


provided, however, that Additional Interest will not accrue under more
than one of the foregoing clauses 4.1.1, 4.1.2 or 4.1.3 at any one time;
provided, further, however, that the maximum Additional Interest rate on the
Notes may not exceed in the aggregate 1.00% per annum; and provided further,
that (1) upon the filing of the Exchange Offer Registration Statement or
Initial Shelf Registration (in the case of 4.1.1 above), (2) upon the
effectiveness of the Exchange Offer Registration Statement or Initial Shelf
Registration (in the case of 4.1.2 above), or (3) upon the exchange of Exchange
Notes for all Notes tendered (in the case of 4.1.3(A) above), or upon the
effectiveness of the Exchange Offer Registration Statement that had ceased to
remain effective (in the case of clause 4.1.3(B) above), or upon the
effectiveness of a Shelf Registration which had ceased to remain effective (in
the case of 4.1.3(C) above), Additional Interest on the Notes as a result of
such clause (or the relevant subclause thereof) or upon the effectiveness of
such Registration Statement or Exchange Offer Registration Statement (in the
case of clause 4.1.3(D) above), as the case may be, shall cease to accrue.


 


4.1.4                        The Company shall notify the
Trustee within 2 Business Days after each and every date on which an event
occurs in respect of which Additional Interest is required to be paid.  Any amounts of Additional Interest due
pursuant to clauses 4.1.1, 4.1.2 or 4.1.3 of this Section 4 will be payable in
cash, on the dates and in the manner provided in the Indenture and whether or
not any cash interest would then be payable on such date, commencing with the
first such semi-annual date occurring after any such Additional Interest
commences to accrue.  The amount of
Additional Interest will be determined by multiplying the applicable Additional
Interest rate by the principal amount of the Notes, multiplied by a fraction,
the numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.


 


5.                                      Registration Procedures. In connection with
the filing of any Registration Statement pursuant to Section 2 or 3 hereof, the
Company shall effect such registrations to permit the exchange or sale of such
securities covered thereby in accordance with the intended method or methods of
disposition thereof, and pursuant thereto and in connection with any
Registration Statement filed by the Company hereunder, the Company shall:


 


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5.1                                 Prepare
and file with the SEC as soon as practicable but in any event on or prior to
the applicable Filing Date, the Exchange Offer Registration Statement or if the
Exchange Offer Registration Statement is not filed because of the circumstances
contemplated by Section 2.9 hereof, a Shelf Registration as prescribed by
Section 3 hereof, and cause each such Registration Statement to become
effective and remain effective as provided herein; provided, however, that, if
(1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto relating thereto, the
Company shall furnish to and afford the Holders of the Registrable Notes to be
registered pursuant to such Shelf Registration, or each Participating
Broker-Dealer and to their counsel and the managing underwriters, if any, a
reasonable opportunity to review copies of all such documents (including copies
of any documents to be incorporated by reference therein and all exhibits
thereto) proposed to be filed (in each case at least 5 Business Days prior to
such filing).  The Company shall use its
reasonable best efforts to reflect in each such Registration Statement or
Prospectus or any amendments or supplements thereto when filed with the SEC,
such comments as the Holders of a majority in aggregate principal amount of the
Registrable Notes may reasonably prepare, if the Holders must provide
information for the inclusion in such Registration Statement or prospectus or
any amendment or supplement thereto.


 


5.2                                 Provide
an indenture trustee for the Registrable Notes or the Exchange Notes, as the
case may be, and cause the Indenture (or other indenture relating to the
Registrable Notes) to be qualified under the TIA not later than the effective
date of the first Registration Statement; and in connection therewith, to
effect such changes to such indenture as may be required for such indenture to
be so qualified in accordance with the terms of the TIA; and execute, and use
its reasonable best efforts to cause such trustee to execute, all documents as
may be required to effect such changes, and all other forms and documents
required to be filed with the SEC to enable such indenture to be so qualified
in a timely manner.


 


5.3                                 Prepare
and file with the SEC such amendments and post-effective amendments to each
Shelf Registration or Exchange Offer Registration Statement, as the case may
be, as may be necessary to keep such Registration Statement continuously
effective for the Effectiveness Period or the Applicable Period, as the case
may be; cause the related Prospectus to be supplemented by any Prospectus
supplement required by applicable law, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) promulgated
under the Securities Act; and comply with the provisions of the Securities Act
and the Exchange Act applicable to each of them with respect to the disposition
of all securities covered by such Registration Statement as so amended or in
such Prospectus as so supplemented and with respect to the subsequent resale of
any securities being sold by a Participating Broker-Dealer covered by any such
Prospectus.  The Company shall not,
during the Applicable Period, voluntarily take any action that would result in
selling Holders of the Registrable Notes covered by a Registration Statement or
Participating Broker-Dealers seeking to sell Exchange Notes not being able to
sell such Registrable Notes or such Exchange Notes during that period, unless
such action is required by applicable law, rule or regulation or permitted by
this Agreement.


 


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5.4                                 Furnish
to such selling Holders and Participating Broker-Dealers who so request (i)
upon the Company’s receipt, a copy of the order of the SEC declaring such
Registration Statement and any post effective amendment thereto effective, (ii)
such reasonable number of copies of such Registration Statement and of each
amendment and supplement thereto (in each case including any documents
incorporated therein by reference and all exhibits) and (iii) such reasonable
number of copies of the Prospectus included in such Registration Statement
(including each preliminary Prospectus) and each amendment and supplement
thereto, and such reasonable number of copies of the final Prospectus as filed
by the Company pursuant to Rule 424(b) under the Securities Act, in conformity
with the requirements of the Securities Act and each amendment and supplement
thereto. The Company hereby consents to the use of the Prospectus by each of
the selling Holders of Registrable Notes or each such Participating
Broker-Dealer, as the case may be, and the underwriters or agents, if any, and
dealers, if any, in connection with the offering and sale of the Registrable
Notes covered by, or the sale by Participating Broker-Dealers of the Exchange
Notes pursuant to, such Prospectus and any amendment thereto.


 


5.5                                 If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto, the Company shall notify in writing the
selling Holders of Registrable Notes, or each such Participating Broker-Dealer,
as the case may be, their counsel and the managing underwriters, if any,
promptly (but in any event within 5 Business Days) (i) when a Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective (including in such notice a written statement that
any Holder may, upon request, obtain, without charge, one conformed copy of
such Registration Statement or post-effective amendment including financial
statements and schedules, documents incorporated or deemed to be incorporated
by reference and exhibits), (ii) of the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any Prospectus or the initiation of any
proceedings for that purpose, (iii) if at any time when a Prospectus is
required by the Securities Act to be delivered in connection with sales of the
Registrable Notes the representations and warranties of the Company contained
in any agreement (including any underwriting agreement) contemplated by Section
5.14 hereof cease to be true and correct, (iv) of the receipt by the Company of
any notification with respect to the suspension of the qualification or
exemption from qualification of a Registration Statement or any of the
Registrable Notes or the Exchange Notes to be sold by any Participating
Broker-Dealer for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) of the happening of any
event, the existence of any condition of any information becoming known to the
Company that makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in, or amendments or supplements to, such Registration Statement,
Prospectus or documents so that, in the case of the Registration Statement and
the Prospectus, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading and


 


11

















 


(vi)
of any reasonable determination by the Company that a post-effective amendment
to a Registration Statement would be appropriate.


 


5.6                                 Use its reasonable best
efforts to prevent the issuance of any order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of
any of the Registrable Notes or the Exchange Notes to be sold by any
Participating Broker-Dealer, for sale in any jurisdiction, and, if any such
order is issued, to use its reasonable best efforts to obtain the withdrawal of
any such order at the earliest possible date.


 


5.7                                 If
(A) a Shelf Registration is filed pursuant to Section 3 hereof or (B) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period or (C) reasonably requested in writing by the managing
underwriters, if any, or the Holders of a majority in aggregate principal
amount of the Registrable Notes being sold in connection with an underwritten
offering, (i) promptly incorporate in a Prospectus supplement or post-effective
amendment such information or revisions to information therein relating to such
underwriters or selling Holders as the managing underwriters, if any, or such
Holders or their counsel reasonably request in writing to be included or made
therein and (ii) make all required filings of such Prospectus supplement or
such post-effective amendment as soon as practicable after the Company has
received notification of the matters to be incorporated in such Prospectus
supplements or post-effective amendment.


 


5.8                                 Prior
to any public offering of Registrable Notes or any delivery of a Prospectus
contained in the Exchange Offer Registration Statement by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
use its reasonable best efforts to register or qualify, and to cooperate with
the selling Holders of Registrable Notes or each such Participating
Broker-Dealer, as the case may be, the underwriters, if any, and their
respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable Notes or
Exchange Notes, as the case may be, for offer and sale under the securities or
Blue Sky laws of such jurisdictions within the United States as any selling
Holder, Participating Broker-Dealer or any managing underwriter or
underwriters, if any, reasonably request in writing and do any and all other
acts or things reasonably necessary or advisable to enable the disposition in
such jurisdictions of the Exchange Notes held by Participating Broker-Dealers
or the Registrable Notes covered by the applicable Registration Statement;
provided that the Company shall not be required to (A) qualify generally to do
business or as a dealer in securities in any jurisdiction where it is not then
so qualified, (B) take any action that would subject it to general service of
process in any such jurisdiction where it is not then so subject or (C) subject
itself to taxation in any such jurisdiction where it is not then so subject.


 


5.9                                 If
(A) a Shelf Registration is filed pursuant to Section 3 hereof or (B) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is requested to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, cooperate with the selling Holders of Registrable Notes and
the managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Notes to be
sold, which


 


12

















 


certificates shall not bear any restrictive legends and shall be in a
form eligible for deposit with The Depository Trust Company, and enable such
Registrable Notes to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or Holders may reasonably
request.


 


5.10                           Use
its reasonable best efforts to cause the Registrable Notes covered by any
Registration Statement to be registered with or approved by such governmental
agencies or authorities as may be necessary to enable the seller or sellers
thereof or the underwriter, if any, to consummate the disposition of such
Registrable Notes, except as may be required solely as a consequence of the
nature of such selling Holder’s business, in which case the Company will
cooperate in all reasonable respects with the filling of such Registration
Statement and the granting of such approvals; provided that the Company shall
not be required to (A) qualify generally to do business in any jurisdiction
where it is not then so qualified, (B) take any action that would subject it to
general service of process in any jurisdiction where it is not then so subject
or (C) subject itself to taxation in any such jurisdiction where it is not then
so subject.


 


5.11                           If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, upon the occurrence of any event contemplated by paragraphs
5.5(v) of 5.5(vi) hereof, as promptly as practicable, prepare and file with the
SEC, at the sole expense of the Company, a supplement of post-effective
amendment to the Registration Statement or a supplement to the related Prospectus
or any document incorporated or deemed to be incorporated therein by reference,
or file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Notes being sold thereunder or to the purchasers
of the Exchange Notes to whom such Prospectus will be delivered by a
Participating Broker-Dealer, such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.


 


5.12                           Use
its reasonable best efforts to, if the Registrable Notes covered by a
Registration Statement have been rated prior to the Closing Date, confirm that
such ratings will apply to the Exchange Notes covered by such Registration
Statement.


 


5.13                           Prior
to the initial issuance of the Exchange Notes, (i) provide the Trustee with one
or more certificates for the Registrable Notes in a form eligible for deposit
with The Depository Trust Company and (ii) provide a CUSIP number for the
Exchange Notes.


 


5.14                           If
a Shelf Registration is filed pursuant to Section 3 hereof, enter into such
agreements (including an underwriting agreement in form, scope and substance as
is customary in underwritten offerings of debt securities similar to the Notes,
as may be appropriate in the circumstances) and take all such other actions in
connection therewith as may be reasonably requested in writing by the managing
underwriters, if any, or the Holders of a majority in aggregate principal
amount of the Registrable Notes being sold in order to expedite or facilitate
the registration or the disposition of such Registrable Notes, and in such
connection, whether or not an underwriting agreement is entered into and
whether or not the registration is an


 


13

















 


Underwritten Registration, (i) make such representations and warranties
to, and covenants with, the Holders and the underwriters, if any, with respect to
the business of the Company and its subsidiaries as then conducted, and the
Registration Statement, Prospectus and documents, if any, incorporated or
deemed to be incorporated by reference therein, in each case, in form,
substance and scope as are customarily made by issuers to underwriters in
underwritten offerings of debt securities similar to the Notes, as may be
appropriate in the circumstances, and confirm the same if and when reasonably
required; (ii) obtain opinions of counsel to the Company and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriters, if any, and the Holders of a
majority in aggregate principal amount of the Registrable Notes being sold),
addressed to each selling Holder and each of the underwriters, if any, covering
the matters customarily covered in opinions of counsel to the Company requested
in underwritten offerings of debt securities similar to the Notes, as may be
appropriate in the circumstances; (iii) use reasonable efforts to obtain “cold
comfort” letters and updates thereof (which letters and updates (in form, scope
and substance) shall be reasonably satisfactory to the managing underwriters)
from the independent certified public accountants of the Company (and, if
necessary, any other independent certified public accountants of any subsidiary
of the Company or of any business acquired by the Company for which financial
statements and financial data are, or are required to be, included in the Registration
Statement), addressed to each of the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in “cold
comfort” letters in connection with underwritten offerings of debt securities
similar to the Notes, as may be appropriate in the circumstances, and such
other matters as reasonably requested in writing by the underwriters; and (iv)
deliver such documents and certificates as may be reasonably requested in
writing by the Holders of a majority in aggregate principal amount of the
Registrable Notes being sold and the managing underwriters, if any, to evidence
the continued validity of the representations and warranties of the Company and
its subsidiaries made pursuant to clause (i) above and to evidence compliance
with any conditions contained in the underwriting agreement or other similar
agreement entered into by the Company.


 


5.15                           If
(1) a Shelf Registration is filed pursuant to Section 3, or (2) a Prospectus
contained in an Exchange Offer Registration Statement filed pursuant to Section
2 is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
make available for inspection by any selling Holder of such Registrable Notes
being sold, or each such Participating Broker-Dealer, as the case may be, any
underwriter participating in any such disposition of Registrable Notes, if any,
and any attorney, accountant or other agent retained by any such selling Holder
or each such Participating Broker-Dealer, as the case may be, or underwriter
(collectively, the “Inspectors”),
at the offices where normally kept, during reasonable business hours, all
financial and other records and pertinent corporate documents of the Company
and its subsidiaries (collectively, the “Records”)
as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of
the Company and its subsidiaries to supply all information reasonably requested
in writing by any such Inspector in connection with such Registration
Statement. Each Inspector shall agree in writing that it will keep the Records
confidential and not disclose any of the Records unless (i) the disclosure of
such Records is necessary to avoid or correct a misstatement or omission in
such Registration Statement, (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction,
(iii) the information in such Records is public or has been


 


14

















 


made generally available to the public other than as a result of a
disclosure or failure to safeguard by such Inspector or (iv) disclosure of such
information is, in the reasonable written opinion of counsel for any Inspector,
necessary or advisable in connection with any action, claim, suit or
proceeding, directly or indirectly, involving or potentially involving such
Inspector and arising out of, based upon, related to, or involving this
Agreement, or any transaction contemplated hereby or arising hereunder. Each
selling Holder of such Registrable Notes and each such Participating
Broker-Dealer will be required to agree that information obtained by it as a
result of such inspections shall be deemed confidential and shall not be used
by it as the basis for any market transactions in the securities of the Company
unless and until such is made generally available to the public. Each
Inspector, each selling Holder of such Registrable Notes and each such
Participating Broker-Dealer will be required to further agree that it will,
upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Company and, to the extent practicable, use
their reasonable best efforts to allow the Company to undertake appropriate
action to prevent disclosure of the Records deemed confidential at its expense.


 


5.16                           Comply
with all applicable rules and regulations of the SEC and make generally available
to the securityholders of the Company with regard to any applicable
Registration Statement earning statements satisfying the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than 45 days after the end of
any 12-month period (or 90 days after the end of any 12-month period if such
period is a fiscal year) (i) commencing at the end of any fiscal quarter in
which Registrable Notes are sold to underwriters in a firm commitment or best
efforts underwritten offering and (ii) if not sold to underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the
Company after the effective date of a Registration Statement, which statements
shall cover said 12-month periods.


 


5.17                           Upon
consummation of an Exchange Offer, obtain an opinion of counsel to the Company,
addressed to the Trustee for the benefit of all Holders participating in the
Exchange Offer, to the effect that (i) the Company and the existing Subsidiary
Guarantors have duly authorized, executed and delivered the Exchange Notes and
the Indenture and (ii) the Exchange Notes and the Indenture constitute legal,
valid and binding obligations of the Company and the existing Subsidiary Guarantors,
enforceable against the Company and the existing Subsidiary Guarantors in
accordance with their respective terms, except as such enforcement may be
subject to customary United States and foreign exceptions.


 


5.18                           If
the Exchange Offer is to be consummated, upon delivery of the Registrable Notes
by the Holders to the Company (or to such other Person as directed by the
Company) in exchange for the Exchange Notes the Company shall mark, or caused
to be marked, on such Registrable Notes that the Exchange Notes are being
issued as substitute evidence of the indebtedness originally evidenced by the
Registrable Notes; provided that in no event shall such Registrable Notes be
marked as paid or otherwise satisfied.


 


5.19                           Cooperate
with each seller of Registrable Notes covered by any Registration Statement and
each underwriter, if any, participating in the disposition of such Registrable
Notes and their respective counsel in connection with any filings required to
be made with the NASD.


 


15

















 


5.20                           Use
its reasonable best efforts to take all other steps reasonably necessary to
effect the registration of the Registrable Notes covered by a Registration
Statement contemplated hereby.


 


The Company may require each seller of Registrable Notes or
Participating Broker-Dealer as to which any registration is being effected to
furnish to the Company such information regarding such seller or Participating
Broker-Dealer and the distribution of such Registrable Notes as the Company
may, from time to time, reasonably request in writing. The Company may exclude
from such registration the Registrable Notes of any seller who fails to furnish
such information within a reasonable time (which time in no event shall exceed
45 days) after receiving such request. Each seller of Registrable Notes or
Participating Broker-Dealer as to which any registration is being effected
agrees to furnish promptly to the Company all information required to be
disclosed in order to make the information previously furnished by such seller
not materially misleading.


 


Each Holder of Registrable Notes and each Participating Broker-Dealer
agrees by acquisition of such Registrable Notes or Exchange Notes to be sold by
such Participating Broker-Dealer, as the case may be, that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 5.5(ii), 5.5(iv), 5.5(v), or 5.5(vi), such Holder will forthwith
discontinue disposition of such Registrable Notes covered by a Registration
Statement and such Participating Broker-Dealer will forthwith discontinue
disposition of such Exchange Notes pursuant to any Prospectus and, in each
case, forthwith discontinue dissemination of such Prospectus until such
Holder’s or Participating Broker-Dealer’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5.11, or until it is
advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus may be resumed, and
has received copies of any amendments or supplements thereto and, if so
directed by the Company, such Holder or Participating Broker-Dealer, as the
case may be, will deliver to the Company all copies, other than permanent file
copies, then in such Holder’s or Participating Broker-Dealer’s possession, of
the Prospectus covering such Registrable Notes current at the time of the
receipt of such notice. In the event the Company shall give any such notice,
the Applicable Period shall be extended by the number of days during such
periods from and including the date of the giving of such notice to and
including the date when each Participating Broker-Dealer shall have received
(x) the copies of the supplemented or amended Prospectus contemplated by
Section 5.11 or (y) the Advice.


 


6.                                      Registration
Expenses.


 


6.1                                 All
fees and expenses incident to the performance of or compliance with this
Agreement by the Company shall be borne by the Company, whether or not the
Exchange Offer or a Shelf Registration is filed or becomes effective,
including, without limitation, (i) all registration and filing fees, including,
without limitation, (A) fees with respect to filings required to be made with
the NASD in connection with any underwritten offering and (B) fees and expenses
of compliance with state securities or Blue Sky laws as provided in Section 5.8
hereof, (ii) printing expenses, including, without limitation, expenses of
printing a reasonable number of Prospectuses if the printing of Prospectuses is
requested by the managing underwriter or underwriters, if any, or by the
Holders of a majority in aggregate principal amount of the Registrable Notes
included in any Registration Statement or by any Participating Broker-Dealer


 


16

















 


during
the Applicable Period, as the case may be, (iii) messenger, telephone and
delivery expenses incurred in connection with the performance of the their
obligations hereunder, (iv) fees and disbursements of counsel for the Company,
(v) fees and disbursements of all independent certified public accountants
referred to in Section 5 (including, without limitation, the expenses of any
special audit and “cold comfort” letters required by or incident to such
performance), (vi) rating agency fees, (vii) Securities Act liability insurance,
if the Company desires such insurance, (viii) fees and expenses of all other
Persons retained by the Company, (ix) internal expenses of the Company
(including, without limitation, all salaries and expenses of officers and
employees of the Company performing legal or accounting duties), (x) the
expense of any annual audit, (xi) the fees and expenses of the Trustee and the
Exchange Agent and (xii) the expenses relating to printing, word processing and
distributing all Registration Statements, underwriting agreements, securities
sales agreements, indentures and any other documents necessary in order to
comply with this Agreement (other than underwriting discounts and commissions).


 


6.2                                 The
Company shall reimburse the Holders for the reasonable fees and disbursements
of not more than one counsel chosen by the Holders of a majority in aggregate
principal amount of the Registrable Notes to be included in any Registration
Statement for fees and disbursements incurred in connection with such
Registration Statement. The Company shall pay all documentary, stamp, transfer
or other transactional taxes (other than federal, state or local taxes of the
Initial Purchasers) attributable to the issuance or delivery of the Exchange
Notes in exchange for the Notes; provided that the Company shall not be
required to pay taxes payable in respect of any transfer involved in the
issuance or delivery of any Exchange Note in a name other than that of the
Holder of the Note in respect of which such Exchange Note is being issued. The
Company shall reimburse the Holders for reasonable fees and disbursements of
not more than one counsel chosen by the Holders of a majority in aggregate
principal amount of Registrable Notes relating to any enforcement of any rights
of the Holders under this Agreement.


 


7.                                      Indemnification.


 


7.1                                 Indemnification by the Company. The
Company will, and will cause the Subsidiary Guarantors to, jointly and
severally indemnify and hold harmless each Holder of Registrable Notes,
Exchange Notes and each Participating Broker-Dealer selling Exchange Notes
during the Applicable Period, each Person, if any, who controls each such
Holder (within the meaning of Section 15 of the Securities Act or Section 20(a)
of the Exchange Act) and the officers, directors and partners of each such
Holder, Participating Broker-Dealer and controlling person from and against any
losses, claims, damages, liabilities, costs (including, without limitation,
reasonable costs of preparation and reasonable attorneys’ fees as provided in
this Section 7) and expenses (including, without limitation, reasonable costs
and expenses incurred in connection with investigating, preparing, pursuing or
defending against any of the foregoing) (collectively, “Losses”), insofar as such Losses arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact in any Registration Statement, Prospectus or form of prospectus,
or in any amendment or supplement thereto, or in any preliminary prospectus, or
any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except insofar as
such Losses result solely from information relating to such Holder or
Participating Broker-Dealer and furnished in writing to


 


17

















 


the Company (or reviewed and approved in writing) by such Holder or
Participating Broker-Dealer or their counsel expressly for use therein;
provided, however, that the Company and the Subsidiary Guarantors will not be
liable to any Indemnified Party (as defined below) under this Section 7 to the
extent Losses resulted solely from an untrue statement or omission or alleged
untrue statement or omission that was contained or made in any preliminary
prospectus and corrected in the Prospectus or any amendment or supplement
thereto if (i) any such Losses resulted from an action, claim or suit by any
Person who purchased Registrable Notes or Exchange Notes which are the subject
thereof from such Indemnified Party and (ii) it is established in the related
proceeding that such Indemnified Party failed to deliver or provide a copy of
the Prospectus (as amended or supplemented) to such Person with or prior to the
confirmation of the sale of such Registrable Notes or Exchange Notes sold to
such Person if required by applicable law, unless such failure to deliver or
provide a copy of the Prospectus (as amended or supplemented) was a result of
noncompliance by the Company with Section 5 of this Agreement.


 


7.2                                 Indemnification by Holder.  Each
Holder shall indemnify and hold harmless the Company, the Subsidiary
Guarantors, their respective directors and each Person, if any, who controls
the Company (within the meaning of Section 15 of the Securities Act and Section
20(a) of the Exchange Act), and the directors, officers and partners of such
controlling persons, from and against all Losses insofar as such Losses arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact in any Registration Statement, Prospectus or form of prospectus
or in any amendment or supplement thereto or in any preliminary prospectus, or
any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading insofar as such
Losses are finally judicially determined by a court of competent
jurisdiction to have resulted solely from any untrue statement or alleged
untrue statement of any material fact, alleged omission of any material fact
contained in or omitted from any information so furnished in writing by such
Holder to the Company expressly for use in any such Registration Statement,
Prospectus or form of prospectus or in any amendment or supplement thereto or
in any preliminary prospectus. Notwithstanding the foregoing, in no event shall
the liability of any selling Holder be greater in amount than the dollar amount
of the proceeds (net of payment of all expenses) received by such Holder upon
the sale of the Registrable Notes giving rise to such indemnification
obligation.


 


7.3                                 Conduct of Indemnification Proceedings.  If any proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified
Party shall promptly notify the party or parties from which such indemnity is
sought (the “Indemnifying Party” or “Indemnifying Parties”, as applicable) in writing; provided, that
the failure to so notify the Indemnifying Parties shall not relieve the
Indemnifying Parties from any obligation or liability except to the extent (but
only to the extent) that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal) that the
Indemnifying Parties have been prejudiced materially by such failure. In case
any such action is brought against any Indemnified Party, and it notifies the
Indemnifying Party of the commencement thereof, the Indemnifying party will be
entitled to participate therein and, to the extent that it may determine,
jointly with any other Indemnifying Party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such Indemnified
Party; provided, however, that if (i) the use of counsel chosen by the
Indemnifying Party to represent


 


18

















 


the Indemnified Party would present such counsel with a conflict of
interest under applicable standards of professional responsibility, (ii) the
defendants in any such action include both the Indemnified Party and the
Indemnifying Party, and the Indemnified Party shall have been advised by
counsel in writing that there may be one or more legal defenses available to it
and/or other Indemnified Parties that are different from or additional to those
available to the Indemnifying Party, or (iii) the Indemnifying Party shall not
have employed counsel reasonably satisfactory to the Indemnified Party to
represent the Indemnified Party within a reasonable time after receipt by the
Indemnifying Party of notice of the institution of such action, then, in each
such case, the Indemnifying Party shall not have the right to direct the
defense of such action on behalf of such Indemnified Party or Parties and such
Indemnified Party or Parties shall have the right to select separate counsel to
defend such action on behalf of such Indemnified Party or Parties at the
expense of the Indemnifying Party. After notice from the Indemnifying Party to
such Indemnified Party of its election so to assume the defense thereof and
approval by such Indemnified Party of counsel appointed to defend such action,
the Indemnifying Party will not be liable to such Indemnified Party under this
Section 7 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such Indemnified Party in connection
with the defense thereof, unless (i) the Indemnified Party shall have employed
separate counsel in accordance with the proviso to the immediately preceding
sentence (it being understood, however, that in connection with such action the
Indemnifying Party shall not be liable for the expenses of more than one
separate counsel (in addition to local counsel) in any one action or separate
but substantially similar actions in the same jurisdiction arising out of the
same general allegations or circumstances) or (ii) the Indemnifying Party has
authorized in writing the employment of counsel for the Indemnified Party at
the expense of the Indemnifying Party.


 


No Indemnifying Party shall be liable for any settlement of any such
proceeding effected without its written consent, which shall not be
unreasonably withheld, but if settled with its written consent, or if there be
a final judgment for the plaintiff in any such proceeding, each Indemnifying
Party jointly and severally agrees, subject to the exceptions and limitations
set forth above, to indemnify and hold harmless each Indemnified Party from and
against any and all Losses by reason of such settlement or judgment. The
Indemnifying Party shall not consent to the entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff to each Indemnified Party of a release, in
form and substance reasonably satisfactory to the Indemnified Party, from all
liability in respect of such proceeding for which such Indemnified Party would
be entitled to indemnification hereunder (whether or not any Indemnified Party
is a party thereto).


 


7.4                                 Contribution. If the indemnification
provided for in this Section 7 is unavailable to an Indemnified Party or is
insufficient to hold such Indemnified Party harmless for any Losses in respect
of which this Section 7 would otherwise apply by its terms (other than by
reason of exceptions provided in this Section 7), then each applicable
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall have
a joint and several obligation to contribute to the amount paid or payable by
such Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party, on the one
hand, and such Indemnified Party, on the other hand, in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. 
The relative fault of such Indemnifying Party, on the one hand, and
Indemnified Party, on the other hand, shall be determined by reference to,
among other things, whether any untrue or


 


19

















 


alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by such
Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent any such
statement or omission. The amount paid or payable by an Indemnified Party as a
result of any Losses shall be deemed to include any reasonable legal or other
fees or expenses incurred by such party in connection with any proceeding, to
the extent such party would have been indemnified for such fees or expenses if
the indemnification provided for in Section 7.1 or 7.2 was available to such
party. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7.4 were determined by pro rata
allocation or by other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding
paragraph.  Notwithstanding the
provisions of this Section 7.4, a selling Holder shall not be required to
contribute, in the aggregate, any amount in excess of such Holder’s Maximum
Contribution Amount. A selling Holder’s “Maximum
Contribution Amount” shall equal the excess of (i) the aggregate
proceeds received by such Holder pursuant to the sale of such Registrable Notes
or Exchange Notes over (ii) the aggregate amount of damages that such Holder
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.


 


The indemnity and contribution agreements contained in this Section 7
are in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.


 


8.                                      Rules
144 and 144A.  The Company covenants
that it shall file the reports required to be filed by it (if so required)
under the Securities Act and the Exchange Act in a timely manner and, if at any
time the Company is not required to file such reports, it will, upon the
written request of any Holder of Registrable Notes, make publicly available
other information necessary to permit sales pursuant to Rule 144 and 144A. Upon
the request of any Holder, the Company shall deliver to such Holder a written
statement as to whether it has complied with such information and requirements.


 


9.                                      Underwritten
Registrations of Registrable Notes.


 


If any of the Registrable Notes covered by any Shelf Registration is to
be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of a majority in aggregate principal amount of such Registrable
Notes included in such offering; provided, however, that such investment banker
or investment bankers and manager or managers must be reasonably acceptable to
the Company and such Holders shall be responsible for all underwriting
commissions in connection therewith.


 


No Holder of Registrable Notes may participate in nay underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder’s
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.


 


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10.                               Miscellaneous.


 


10.1                           No
Inconsistent Agreements.  The
Company has not entered, as of the date hereof, and the Company shall not
enter, after the date of this Agreement, into any agreement with respect to any
of its securities that is inconsistent with the rights granted to the Holders
of Securities in this Agreement or otherwise conflicts with the provisions
hereof.  The Company has not entered and
will not enter into any agreement with respect to any of its securities that
will grant to any Person piggy-back rights with respect to a Registration
Statement.


 


10.2                           Amendments
and Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, otherwise than with
the prior written consent of the Holders of not less than a majority in
aggregate principal amount of the then outstanding Registrable Notes in
circumstances that would adversely affect any Holders of Registrable Notes;
provided, however, that Section 7 and this Section 10.2 may not be amended,
modified or supplemented without the prior written consent of each Holder.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders or Registrable Notes whose
securities are being tendered pursuant to the Exchange Offer or sold pursuant
to a Notes Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Notes may be given by Holders of at least a majority in aggregate principal
amount of the Registrable Notes being tendered of being sold by such Holders
pursuant to such Notes Registration Statement.


 


10.3                           Notices. 
All notices and other communications provided for or permitted hereunder
shall be made in writing by hand delivery, registered first-class mail,
next-day air courier or telecopier:


 


(i)                                     if to a Holder of
Securities or to any Participating Broker-Dealer, at the most current address
of such Holder or Participating Broker-Dealer, as the case may be, set forth on
the records of the registrar of the Notes, with a copy in like manner to the
Initial Purchasers as follows:


 


Jefferies & Company, Inc.


909 Fannin Street, Suite 3100


Houston, Texas 77010


Facsimile No.: (713) 308-4569


Attention: General Counsel


 


With a copy to:


Vinson & Elkins L.L.P.


1001 Fannin Street, Suite 2300


Houston, Texas 77002


Facsimile No.: (713) 615-5141


Attention: T. Mark Kelly, Esq.


 


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(ii)                                  if to the Initial
Purchasers, at the address specified in Section 10.3(i);


 


(iii)                               if to the Company, as
follows:


 


Ship Finance International Ltd.


Par-la-Ville Place,


14 Par-la-Ville Road


Hamilton, HM 08 Bermuda


Facsimile No.: 147-23-11-40-44


Attention: Tom Jebsen


 


With a copy to:


 


Seward & Kissel LLP


One Battery Park Plaza


New York, New York 10004


Facsimile No.: (212) 480-8421


Attention: Gary Wolfe, Esq.


 


All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; three Business Days
after being deposited in the United States mail, postage prepaid, if mailed;
one Business Day after being timely delivered to a next-day air courier
guaranteeing overnight delivery; and when receipt is acknowledged by the
addressee, if telecopied.


 


Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee under the
Indenture at the address specified in such Indenture.


 


10.4                           Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
including, without limitation and without the need for an express assignment,
subsequent Holders of Securities.


 


10.5                           Counterparts.  This Agreement may be signed in various counterparts, which taken
together shall constitute one and the same agreement.


 


10.6                           Headings. 
The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.


 


10.7                           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT
OF LAW.


 


10.8                           Consent to Jurisdiction and Service of Process.  The Company hereby (a) irrevocably submits
to the non-exclusive jurisdiction of the Federal and state courts in the
Borough of Manhattan in The City of New York in any suit or proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby,
and (b) irrevocably waives


 


22

















 


any objection that it may now or hereafter have to the laying of venue
of any such suit, action or proceeding, and irrevocably submits to the
nonexclusive jurisdiction of such courts in any such suit, action or
proceeding.  The Company has irrevocably
appointed Seward & Kissell LLP as its Authorized Agent (the “Authorized Agent”) upon whom process may
be served in any suit, action or proceeding arising out of or based on this
Agreement or the transactions contemplated hereby that may be instituted in any
state or federal court in the State of New York by the Initial Purchasers or
Holder or by any person who controls either of the Initial Purchasers or
Holder, and the Company expressly consents to the personal jurisdiction of any
such court in respect of any such suit, action or proceeding, and to the
fullest extent permitted by applicable law waive any other requirements of or
objections to personal jurisdiction with respect thereto.  The Company represents and warrants that the
Authorized Agent has agreed to act as said agent for service of process, and
the Company agrees to take any and all action, including the filing of any and
all documents and instruments, that may be necessary to continue such
appointment in full force and effect as aforesaid.  Service of process upon the Authorized Agent and written notice
of such service to the Company shall be deemed, in every respect, effective
service of process upon the Company for purposes of any such suit, action or
proceeding instituted in any state or federal court in the State of New
York.  Nothing herein shall affect the
right of any Holder to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against the Company in any
other jurisdiction.


 


10.9                           Severability.  If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated, and the parties hereto shall
use their best efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term,
provision, covenant or restriction.  It
is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.


 


10.10                     Securities Held by the Company or Its Affiliates.  Whenever the consent or approval of Holders
of a specified percentage of Securities is required hereunder, Securities held
by the Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.


 


10.11                     Third Party Beneficiaries.  Holders and Participating Broker-Dealers are
intended third party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons.


 


10.12                     Entire Agreement.  This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all
prior oral or written agreements, representations, or warranties, contracts,
understanding, correspondence, conversations and memoranda between the Initial
Purchasers on the one hand and the Company on the other, or between or among
any agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof
and thereof are merged herein and replaced hereby.


 


23

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the date first written above,


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SHIP FINANCE INTERNATIONAL LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kate Blankenship

  
	
   

  	
   

  	
    Name: Kate Blankenship

  
	
   

  	
   

  	
    Title: Director, Secretary and
  Attorney-In-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and Agreed to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JEFFERIES & COMPANY, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John W. Sinders Jr.

  	
   

  	
   

  	
   

  
	
    Name: John W. Sinders Jr.

  	
   

  	
   

  
	
    Title: Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CITIGROUP GLOBAL MARKETS INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mark Rhodes

  	
   

  	
   

  	
   

  
	
    Name: Mark Rhodes

  	
   

  	
   

  
	
    Title: Senior Vice President
  & Counsel