Exhibit 10.6


 




 





CHARTER
ANCILLARY AGREEMENT


 


by and
among


 


SHIP
FINANCE INTERNATIONAL LIMITED,


 


THE VESSEL
OWNING SUBSIDIARIES NAMED HEREIN,


 


FRONTLINE
LTD.


 


AND


 


FRONTLINE
SHIPPING LIMITED




 





 

















 


CHARTER
ANCILLARY AGREEMENT


 


THIS CHARTER
ANCILLARY AGREEMENT is entered into as of January 1, 2004 by and among
Ship Finance International Limited, a Bermuda corporation (the “Company”), the
vessel owning subsidiaries named on Schedule A hereto (the “Owners”),
Frontline Ltd., a Bermuda corporation (“Frontline”), and Frontline Shipping
Limited, a Bermuda corporation (the “Charterer”).  The Company, the Owners, Frontline and the Charterer and any
Substitute Owners that execute counterpart signature pages pursuant to Section 8.6(b)
are collectively referred to herein as the “Parties.”


 


RECITALS:


 


WHEREAS, the
Owners are the owners of those vessels (the “Vessels”) set forth opposite their
names on Schedule A hereto;


 


WHEREAS, pursuant
to the Fleet Purchase Agreement, Frontline has agreed to sell to the Company,
and the Company has agreed to purchase from Frontline, either directly or
indirectly through intermediate holding companies, all of the issued and
outstanding shares of capital stock of each of the Owners on the terms and
subject to the conditions set forth therein;


 


WHEREAS, pursuant
to the Charters, each of the Owners has agreed to charter its Vessel to the
Charterer, on the terms and subject to the conditions set forth therein;


 


WHEREAS, pursuant
to the Management Agreements, Frontline Management has agreed to provide to the
Owners certain technical and operational management services with respect to
the Vessels, on the terms and subject to the conditions set forth therein;


 


WHEREAS, pursuant
to the Administrative Services Agreement, Frontline Management has agreed to
provide to the Company certain administrative support services, including
corporate compliance, payroll, tax, regulatory compliance, legal and other
administrative services, on the terms and subject to the conditions set forth
therein;


 


WHEREAS, pursuant
to the Performance Guarantee, Frontline has agreed to guarantee the performance
of the obligations of the Charterer under the Charters (other than the payment
of charter hire) and this Agreement and the obligations of Frontline Management
under the Management Agreements and the Administrative Services Agreement;


 


WHEREAS, the
Parties desire to enter into this Agreement to evidence the Parties’
understanding with respect to, among other things, the Charter Service Reserve,
the deferral of certain payments owing by the Charterer to the Owners under the
Charters in certain circumstances, the payment by the Charterer to the Company
of certain profit sharing bonus amounts and certain collateral arrangements
with respect to the Charterer’s obligations under this Agreement and the
Charters;


 


NOW, THEREFORE, in
consideration of the premises and the covenants, conditions, and agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereto hereby
agree as follows:


 

















 


ARTICLE I

DEFINITIONS; INTERPRETATION; EFFECTIVE DATE


 


1.1                               Definitions.


 


As used in this
Agreement, the following terms shall have the respective meanings set forth
below.  Capitalized terms that are used
but not defined herein shall have the meanings set forth in the Fleet Purchase
Agreement.


 


“Accumulated Off Hire Allowance” means, with
respect to a Vessel, the aggregate Off Hire Allowance for such Vessel giving
effect to the Off Hire Allowance for the calendar year in which such
determination is made and for all prior years from inception of its respective
Charter until any date of determination.


 


“Accumulated Off Hire Amount” means, with
respect to a Vessel, the aggregate Off Hire Amount for such Vessel from
inception of its respective Charter until any date of determination.


 


“Administrative Services Agreement” means
that certain Administrative Services Agreement, dated as of January 1,
2004, among Frontline Management, the Company and the Owners.


 


“Affiliate” of a Person means any Person
directly or indirectly controlling, controlled by, or under common control with
such Person.


 


“Agreement” means this Charter Ancillary
Agreement, as it may be amended, modified, or supplemented from time to time.


 


“Annual Financial Statements” has the
meaning set forth in Section 2.4(c).


 


“Bonus Deferral” has the meaning set forth
in Section 4.3(b).


 


“Bonus Payment” has the meaning set forth
in Section 4.1.


 


“Bonus Payment Date” has the meaning set
forth in Section 4.3(a).


 


“Bonus Payment Schedule” has the meaning
set forth in Section 4.2(a).


 


“Business Day” means any day other than (a)
Saturday or Sunday or (b) any other day on which banks in New York, New York or
Oslo, Norway are permitted or required to be closed.


 


“Cash” means United States currency on hand
and on deposit and demand deposits.


 


“Cash
Equivalents” means:


 


(1)                                  securities
issued or directly and fully guaranteed or insured by the United States
Government or any agency or instrumentality of the United States (provided that


 


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the full faith
and credit of the United States is pledged in support thereof), having
maturities of not more than one year from the date of acquisition;


 


(2)                                  marketable
general obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof
maturing within one year from the date of acquisition and, at the time of
acquisition, having a credit rating of “A” or better from either Standard &
Poor’s Ratings Services or Moody’s Investors Service, Inc.;


 


(3)                                  certificates
of deposit, time deposits, eurodollar time deposits, overnight bank deposits or
bankers’ acceptances having maturities of not more than one year from the date
of acquisition thereof issued by any bank or financial institution the
long-term debt of which is rated at the time of acquisition thereof at least
“A” or the equivalent thereof by Standard & Poor’s Ratings Services, or “A”
or the equivalent thereof by Moody’s Investors Service, Inc., and having
combined capital and surplus in excess of $500.0 million;


 


(4)                                  repurchase
obligations with a term of not more than seven days for underlying securities
of the types described in clauses (1), (2) and (3) entered into with any bank
meeting the qualifications specified in clause (3) above;


 


(5)                                  commercial
paper rated at the time of acquisition thereof at least “A-2” or the equivalent
thereof by Standard & Poor’s Ratings Services or “P-2” or the equivalent thereof
by Moody’s Investors Service, Inc., or carrying an equivalent rating by a
nationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of investments, and in any case maturing within one
year after the date of acquisition thereof; and


 


(6)                                  interests in any
investment company or money market fund which invests primarily in instruments
of the type specified in clauses (1) through (5) above.


 


“Charter Service Reserve” means, at any time
of determination, all Cash and Cash Equivalents held by the Charterer, except
for any such Cash and Cash Equivalents in excess of the then applicable Minimum
Reserve.


 


“Charters” means those certain Time Charters,
dated as of January 1, 2004, between the Charterer and the Owners, in each
case with respect to the Vessel owned by each such Owner, as set forth on
Schedule A.


 


“Earnings Account”  has the meaning set forth in Section 2.5.


 


“Event of Default” means:


 


(a)                                  any material breach
by the Charterer of any provision of any Charter (including the failure to make
charter payments thereunder when due; provided, however, that the exercise by
the Charterer of its rights under Article III of this Agreement shall not
be deemed to be an Event of Default);


 


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(b)                                 any material breach by
the Charterer or Frontline of any provision of this Agreement or the
Performance Guarantee;


 


(c)                                  any material breach
by Frontline Management of any provision of any Management Agreement; or


 


(d)                                 the failure of the
Charterer at any time to hold at least $55,000,000 in Cash or Cash Equivalents.


 


“Fleet Closing Date” has the meaning set
forth in Section 1.3.


 


“Fleet Purchase Agreement” means that
certain Fleet Purchase Agreement, dated as of December 11, 2003, between
Frontline and the Company.


 


“Frontline Management” means Frontline
Management (Bermuda) Ltd., a Bermuda corporation and wholly owned subsidiary of
Frontline.


 


“GAAP” means United States generally accepted
accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been approved
by a significant segment of the accounting profession, which are in effect from
time to time.


 


“Indebtedness” means at a particular time,
without duplication, (i) any indebtedness for borrowed money or issued in
substitution for or exchange of indebtedness for borrowed money, (ii) any
indebtedness evidenced by any note, bond, debenture or other debt security,
(iii) any indebtedness for the deferred purchase price of property or services
with respect to which a Person is liable, contingently or otherwise, as obligor
or otherwise, (iv) any commitment by which a Person assures a creditor against
loss (including, without limitation, contingent reimbursement obligations with
respect to letters of credit), (v) any indebtedness guaranteed in any manner by
a Person (including, without limitation, guarantees in the form of an agreement
to repurchase or reimburse), (vi) any obligations under capitalized leases with
respect to which a Person is liable, contingently or otherwise as obligor,
guarantor or otherwise, or with respect to which obligations a Person assures a
creditor against loss, and (vii) any indebtedness secured by a lien on a
Person’s assets; provided, however, that the obligations of the Charterer under
the Charters shall not be deemed to be Indebtedness.


 


“Lien” means any mortgage, pledge,
security interest, encumbrance, lien or charge of any kind (including any
agreement to give any of the foregoing, any conditional sale or other title
retention agreement, any lease in the nature thereof, and the filing of or
agreement to give any financing statement or like instrument under the laws of
any jurisdiction).


 


“Management
Agreements”
means those certain Management Agreements entered into or to be entered
into  between Frontline Management and
the Owners, in each case with respect to the Vessel owned by each such Owner,
as set forth on Schedule A.


 


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“Minimum
Reserve”
means US$250,000,000 (provided, however, that the Minimum Reserve shall be
decreased by an amount equal to US$5,300,000 upon the termination of any
Charter after the date hereof other than by reason of default by the Charterer
under this Agreement or the Charters).


 


“Off Hire Allowance” means, for any calendar
year with respect to a Vessel,
an amount equal to 5 multiplied by the charter hire rate (set forth in Clause
44 of the applicable Charter) applicable to such Vessel under its respective
Charter.


 


“Off Hire Amount” means, with respect to a Vessel,
an amount equal to the number of days of actual off-hire for such Vessel
multiplied by the charter hire rate (set forth in Clause 44 of the applicable
Charter) applicable to such Vessel under its respective Charter.


 


 “Organizational Documents”
means, with respect to a particular Person (other than an individual), the
certificate or articles of incorporation, bylaws, partnership agreement,
limited liability company agreement or similar organizational document or
agreement, as applicable, of such person.


 


“Payment Date”  has the meaning set forth in Section 2.2(i).


 


“Performance Guarantee” means that certain
Performance Guarantee, dated as of the date hereof, issued by Frontline in
favor of the Company and the Owners.


 


“Permitted Liens” means:


 


(a)                                  Liens for taxes or
assessments that are not yet delinquent or, if delinquent, are being contested
in good faith by appropriate actions and for which adequate reserves or other
appropriate provisions, if any, as required by GAAP, have been established;


 


(b)                                 materialmen’s,
mechanic’s, repairman’s, employee’s, contractor’s, operator’s and other similar
Liens or charges arising in the ordinary course of business for amounts that
are not yet delinquent (including any amounts being withheld as provided by
law), or if delinquent, are being contested in good faith by appropriate
actions and for which adequate reserves or other appropriate provisions, if
any, as required by GAAP, have been established;


 


(c)                                  vessel chartering,
drydocking or maintenance, the furnishing of supplies and bunkers to vessels,
repairs and improvements to vessels, crews’ wages and other maritime Liens
incurred in the ordinary course of business;


 


(d)                                 Liens for salvage and
general average; and


 


(e)                                  easements,
rights-of-way, servitudes, permits, surface leases and other rights in respect
of surface operations arising or incurred in the ordinary course of business.


 


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“Person” means any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company, government or any
agency or political subdivision thereof or any other entity.


 


“Quarterly Financial Statements” has the
meaning set forth in Section 2.4(b).


 


“Security Interests” has the meaning set
forth in Section 5.1.


 


“Subsidiaries” means the Owners and any other
current or future direct or indirect subsidiary of the Company.


 


“Substitute Owner” has the meaning set forth
in Section 8.6(b).


 


“Successful Public Listing” means the
completion of one or more transactions that result in at least 20% of the then
outstanding common stock of the Company being listed or quoted for public
trading on the Oslo Stock Exchange, the New York Stock Exchange, the American
Stock Exchange, the Nasdaq National Market System or other United States
national securities exchange.


 


“Suezmax” means each of the Vessels that is
classified as a Suezmax tanker vessel (between 120,000 and 200,000 dwt).


 


“Suezmax Bonus Amount”
means the portion of a Bonus Payment for any period of determination attributable
to the Suezmaxes and shall be calculated in accordance with the following
formula:


 


Suezmax Bonus Amount = 0.20 x (TCE revenues
of Suezmaxes – ($21,100 x number of days during the period of determination x
Number of Suezmaxes))


 


where (i) “TCE revenues of
Suezmaxes” means the revenues of the Charterer on a time charter equivalent
basis attributable to the Suezmaxes during such period of determination
(calculated in a manner consistent with that used in Frontline’s public
reports) and (ii) “Number of Suezmaxes” means the weighted average number of
Suezmaxes during such period of determination; and provided that (x) for
purposes of calculating bareboat revenues on a time charter equivalent basis,
expenses shall be assumed to equal $6,500 per day and (y) no non-double-hulled
Vessels shall be included in the calculation of the Suezmax Bonus Amount for
any period after 2010.


 


 “Vessels”
has the meaning set forth in the first recital.


 


“VLCC” means each of the Vessels that is
classified as a VLCC tanker vessel (between 200,000 and 320,000 dwt).


 


“VLCC Bonus Amount”
means the portion of a Bonus Payment for any period of determination
attributable to the VLCCs and shall be calculated in accordance with the
following formula:


 


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VLCC Bonus Amount = 0.20 x (TCE revenues of
VLCCs – ($25,575 x number of days during the period of determination x Number
of VLCCs))


 


,


 


where (i) “TCE revenues of
VLCCs” means the revenues of the Charterer on a time charter equivalent basis
attributable to the VLCCs during such period of determination (calculated in a
manner consistent with that used in Frontline’s public reports) and (ii)
“Number of VLCCs” means the weighted average number of VLCCs during such period
of determination; and provided that (x) for purposes of calculating bareboat
revenues on a time charter equivalent basis, expenses shall be assumed to equal
$6,500 per day and (y) no non-double-hulled Vessels shall be included in the
calculation of the VLCC Bonus Amount for any period after 2010.


 


1.2
References; Headings; Interpretation.  All references in this Agreement to Annexes,
Exhibits, Schedules, Articles, Sections, subsections and other subdivisions
refer to the corresponding Annexes, Exhibits, Schedules, Articles, Sections,
subsections and other subdivisions of or to this Agreement unless expressly
provided otherwise.  Titles appearing at
the beginning of any Articles, Sections, subsections or other subdivisions of
this Agreement are for convenience only, do not constitute any part of this
Agreement, and shall be disregarded in construing the language hereof.  The words “this Agreement,” “herein,”
“hereby,” “hereunder” and “hereof” and words of similar import refer to this
Agreement as a whole and not to any particular subdivision unless expressly so
limited.  The words “this Article,”
“this Section” and “this subsection” and words of similar import refer only to
the Article, Section or subsection hereof in which such words
occur.  The word “or” is not exclusive,
and the word “including” (in its various forms) means including without
limitation. Pronouns in masculine, feminine or neuter genders shall be
construed to state and include any other gender, and words, terms and titles
(including terms defined herein) in the singular form shall be construed to
include the plural and vice versa, unless the context otherwise requires.


 


1.3
Effective Date.  This Agreement shall be effective as of the
date ( the “Fleet Closing Date”) on which the Company has completed the
purchase from Frontline of the Interests (as defined in the Fleet Purchase
Agreement), directly or indirectly through intermediate holding companies, in
at least 45 of the Vessel Owning Subsidiaries set forth on Schedule 3.19
to the Fleet Purchase Agreement.


 


ARTICLE II

COVENANTS


 


2.1 Charter Service
Reserve


 


(a)                                  On
or prior to the Fleet Closing Date, Frontline will make a capital contribution
to the Charterer of Cash or Cash Equivalents in an amount equal to at least
US$250,000,000 to initially fund the Charter Service Reserve.


 


(b)                                 The
Charterer shall be entitled to use the Charter Service Reserve only (i) to make
charter payments to the Company under any Charter or (ii) for reasonable
working capital purposes to meet short-term voyage expenses.


 


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2.2                               Negative Covenants of the Charterer.  The Charterer hereby covenants and
undertakes with the Company and each of the Owners that the Charterer will not,
without the consent of the Company:


 


(a)                                  amend
its Organizational Documents in a manner that would adversely affect the
Company;


 


(b)                                 take
any action, or omit to take any action, which could reasonably be expected to
result in a violation of its Organizational Documents;


 


(c)                                  fail
at any time to have at least one independent director in accordance with its
Organizational Documents;


 


(d)                                 engage
in any business other than the operation and chartering of the Vessels and the
activities incidental thereto;


 


(e)                                  incur
any Indebtedness, other than trade payables and other current liabilities
incurred in the ordinary course of business;


 


(f)                                    enter
into any transaction that involves (i) a sale, exchange or other
disposition of all or substantially all of the assets of the Charterer and its
subsidiaries taken as a whole, (ii) a sale, exchange or other disposition of
all or substantially all of the assets of any subsidiary of the Charterer or
(iii) any merger, consolidation or business combination of the Charterer
or any of its subsidiaries with another Person (other than a merger, consolidation
or business combination among two or more of such subsidiaries);


 


(g)                                 enter
into any transaction with any Affiliate (other than the Company or any
Subsidiary), except for any such transaction entered into on an arm’s-length
basis and on terms no less favorable to the Charterer than would be available
from a disinterested or unconnected third party;


 


(h)                                 permit
the incurrence of any Lien on any of its assets, other than Permitted Liens and
other than as contemplated by Article V (Collateral Arrangements);


 


(i)                                     declare
or make any dividend or distribution of any kind whatsoever to its shareholders
(including through a buyback, redemption or repurchase of its securities) or
loan, repay or make any other payment in respect of Indebtedness of the Charterer
or any affiliate thereof (other than the Company and the Subsidiaries) unless
(i) the Charterer is then in compliance with all of its obligations under this
Agreement, (ii) after giving effect to the declaration or payment of any such
dividend or distribution or loan or payment in respect of such Indebtedness,
(A) the Charterer will continue to be in compliance with all of its
obligations under this Agreement, (B) the Charter Service Reserve equals
at least the then applicable Minimum Reserve and (C) the chief financial
officer of the Charterer certifies to the Company that he reasonably believes
that the amount of the Charter Service Reserve will equal or exceed the then
applicable Minimum Reserve for at least 30 days after the date of any such
payment (each, a “Payment Date”), taking into consideration the Charterer’s
reasonably expected payment obligations during such 30-day period, (iii) any
charter payments deferred pursuant to Article III have been paid to


 


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the Company prior to any such Payment Date and (iv) any Bonus Payments
deferred pursuant to Article IV have been paid to the Company prior to any
such Payment Date;


 


(j)                                     issue
or grant to any Person other than Frontline any shares of capital stock or
other ownership interests in the Charterer or any warrants, options,
convertible or exchangeable securities or indebtedness, or any other rights to
purchase or acquire, or exercisable for or convertible into or exchangeable
into, any such shares of capital stock or such other ownership interests; and


 


(k)                                  make
any investment in, acquire or purchase any stock, partnership or joint venture
interest or other security of, or loan, advance or contribute capital to, or
grant a financial guaranty or other similar assurance for the benefit of,
another Person, other than investments in short-term interest bearing
marketable securities;


 


2.3
Covenants of Frontline.  Frontline hereby covenants and undertakes
with the Company and each of the Owners that:


 


(a)                                  the
Charterer will at all times be a wholly owned subsidiary of Frontline; and


 


(b)                                 except
as contemplated by Article V, Frontline will not sell, transfer, assign or
otherwise dispose of legal or beneficial ownership of any securities of the
Charterer held by Frontline.


 


2.4
Financial Statements and
Other Information.  The
Charterer hereby covenants and undertakes with the Company that it will deliver
to the Company:


 


(a)                                  as soon as
practicable and in any event within (i) 10 days after the end of each month in
each fiscal year or (ii) two Business Days after request by the Company, a
certificate executed by its chief financial officer which (1) sets forth the
balance of the Charter Service Reserve as of the beginning and end of such
month, (2) sets forth in reasonable detail all payments into and from the
Charter Service Reserve during such month and (3) provides that no Event of
Default is then occurring or, if there is an Event of Default then occurring,
describes in reasonable detail such Event of Default;


 


(b)                                 following a Successful
Public Listing, as soon as practicable and in any event within 45 days after
the end of each quarterly period (other than the last quarterly period) in each
fiscal year, consolidated statements of income, changes in stockholders’ equity
and changes in financial position of the Charterer for such quarterly period
and for the period from the beginning of the current fiscal year to the end of
such quarterly period, and a consolidated balance sheet of the Charterer as at
the end of such quarterly period, all unaudited but prepared in accordance with
GAAP on a basis consistent with past practice (collectively, the “Quarterly
Financial Statements”); and


 


(c)                                  following a
Successful Public Listing, as soon as practicable and in any event within 120
days after the end of each fiscal year, consolidated statements of income,
changes in stockholders’ equity and changes in financial position of the
Charterer for such year, and a consolidated balance sheet of the Charterer as
at the end of such year, in each case audited for the Charterer by independent
public accountants of


 


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recognized standing selected by the
Charterer, whose report shall state that such consolidated financial statements
present fairly the results of operations, cash flows and financial position of
the Charterer in accordance with GAAP on a basis consistent with prior periods
except as noted therein and that the examination by such accountants has been
made in accordance with generally accepted auditing standards (collectively,
the “Annual Financial Statements”).


 


2.5                                                                               Earnings
Account.  The Charterer
shall cause all of its revenues to be deposited into an earnings account (the
“Earnings Account”).


 


ARTICLE III

DEFERRAL OF CHARTER PAYMENTS


 


3.1
Deferral of Charter Payments.  For any period during which the Cash and
Cash Equivalents held by the Charterer is less than $75,000,000, each Owner
agrees that the Charterer shall be entitled to defer from the monthly payments
due under each Charter up to $4,600 per day for each VLCC and up to $3,400 per
day for each Suezmax; provided, however, that in no event shall any such
deferral with respect to any particular Charter be outstanding with respect to
more than one year at any given time. 
The Charterer shall immediately use all charter payments received by the
Charterer from third parties under any subcharters with respect to the Vessels
that are in excess of the then applicable fixed daily charter rates for such
Vessels payable to the Company under the applicable Charters to pay any amounts
so deferred at such time as the Cash and Cash Equivalents held by the Charterer
are greater than $75,000,000; provided, however, that the Charterer shall not
be obligated to make any such payment (x) if the chief financial officer of the
Charterer reasonably believes that the amount of Cash and Cash Equivalents held
by the Charterer will not equal or exceed $75,000,000 for at least 30 days
after the date of such payment taking into consideration the Charterer’s
reasonably expected payment obligations during such 30-day period and (y) until
such payment would be at least $2,000,000. 
The Charterer shall not be obligated to pay any interest on any amounts
so deferred.


 


3.2
Notice of Deferral.  The Charterer shall promptly notify the
Company in accordance with Section 7.6 of its decision to exercise its
right to defer payments under Section 3.1 and shall provide the Company
with a certificate executed by the chief financial officer of the Charterer, setting
forth in reasonable detail the basis for such deferral.


 


ARTICLE IV

BONUS PAYMENTS


 


4.1
Bonus Payments.  The Charterer shall pay to the Company
periodic profit sharing bonus payments (each, a “Bonus Payment”) equal to (a)
the VLCC Bonus Amount for the applicable period plus (b) the Suezmax Bonus
Amount for the applicable period (provided, however, that in no event shall
such Bonus Payment be less than $0), as determined in accordance with the terms
of this Article IV.


 


4.2 Preparation and
Delivery of Bonus Payment Schedules.


 


(a)                                  No
later than March 1, 2005, the Charterer shall prepare or cause to be
prepared, and shall deliver to the Company, a schedule (each, a “Bonus
Payment


 


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Schedule”) with respect to the
period from February 1, 2004 through December 31, 2004.  Such Bonus Payment Schedule shall set
forth, in each case with respect to such period, (i) the TCE revenues of the
VLCCs, (ii) the TCE revenues of the Suezmaxes and (iii) the Charterer’s
calculation of the VLCC Bonus Amount, the Suezmax Bonus Amount and the Bonus
Payment, if any.  The Charterer shall
thereafter provide to the Company such supporting work papers or other
supporting information as may be reasonably requested by the Company.  Such Bonus Payment Schedule shall be
prepared in accordance with GAAP, consistent with the preparation of
Frontline’s accounts, and shall be certified by the chief financial officer of
the Charterer and, if requested by the Company, the Charterer’s independent accountants.


 


(b)                                 No
later than March 1 of each calendar year after 2005, the Charterer shall
prepare or cause to be prepared, and shall deliver to the Company, a Bonus
Payment Schedule with respect to the preceding calendar year.  Each Bonus Payment Schedule shall set
forth, in each case with respect to the preceding calendar year, (i) the TCE
revenues of the VLCCs, (ii) the TCE revenues of the Suezmaxes and (iii) the
Charterer’s calculation of the VLCC Bonus Amount, the Suezmax Bonus Amount and
the Bonus Payment, if any.  The
Charterer shall thereafter provide to the Company such supporting work papers
or other supporting information as may be reasonably requested by the
Company.  Such Bonus Payment
Schedule shall be prepared in accordance with GAAP, consistent with the
preparation of Frontline’s accounts, 
and shall be certified by the chief financial officer of the Charterer
and, if requested by the Company, the Charterer’s independent accountants.


 


4.3
Delivery of Bonus Payment.


 


(a) Subject to
the other provisions of this Section 4.3, any Bonus Payments determined to
be payable by the Charterer to the Company shall be made by wire transfer of
immediately available funds to the wire transfer address of the Company no
later than five Business Days following the date on which the Charterer is
required to deliver the corresponding Bonus Payment Schedule (each, a
“Bonus Payment Date”), which wire transfer address shall be designated by the
Company by notice to the Charterer on or before the second Business Day prior to
such Bonus Payment Date; provided that if no such notice is delivered by the
Company, the Charterer shall make payment to the wire transfer address
previously designated by the Company.


 


(b)                                 If
(i) the amount of the Charter Service Reserve on any Bonus Payment Date is less
than the then applicable Minimum Reserve or (ii) the payment of any Bonus
Payment on any such Bonus Payment Date would cause the amount of the Charter
Service Reserve to fall below the then applicable Minimum Reserve, then the
Charterer shall be entitled to defer without interest the payment of (x) in the
case of clause (i) above, all or any portion of such Bonus Payment and (y) in
the case of clause (ii) above, all or any portion of an amount equal to (1) the
amount of such Bonus Payment minus (2) the difference between (A) the amount of
the Charter Service Reserve on such Bonus Payment Date prior to any such
payment minus (B) the then applicable Minimum Reserve (each, a “Bonus
Deferral”).


 


11

















 


(c)                                  The
Charterer shall immediately use all charter payments received by the Charterer
from third parties under any subcharters with respect to the Vessels that are
in excess of the then applicable fixed daily charter rates for such Vessels
payable to the Company under the applicable Charters to pay any Bonus Payment
amounts so deferred at such time as the Charter Service Reserve equals or
exceeds the Minimum Reserve; provided, however, that the Charterer shall not be
obligated to make any such payment (x) if the chief financial officer of the
Charterer reasonably believes that the amount of the Charter Service Reserve
will not equal or exceed the Minimum Reserve for at least 30 days after the
date of such payment taking into consideration the Charterer’s reasonably
expected payment obligations during such 30-day period and (y) until such
payment would be at least $2,000,000.


 


(d)                                 Prior
to any such deferral of any Bonus Payment, the Charterer shall provide the
Company with a certificate executed by the chief financial officer of the
Charterer, setting forth the amount of the Charter Service Reserve on such
Bonus Payment Date.


 


4.4
Marketing; Preferential Treatment. 
During the term of this Agreement, the Charterer shall
use its commercial best efforts to charter the Vessels on market terms
(including, without limitation, ensuring that preferential treatment is not
given to any other vessels owned, managed by or under control of Frontline or
any of its affiliates (including, without limitation, Greenwich Holdings Ltd
and any affiliates thereof) when marketing any of the Vessels).


 


ARTICLE V

COLLATERAL ARRANGEMENTS


 


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


 


ARTICLE VI

OFF-HIRE


 


6.1  Off-Hire.  Irrespective of the actual number of days
off-hire for any one Vessel under its respective Charter, the Charterer agrees
to continue to pay the agreed charter hire payments under the Charter to the
Owner of such Vessel, and will not deduct for any off-hire, as long as the
aggregate Accumulated Off Hire Amount for all Vessels then in the fleet is less
than or equal to the aggregate Accumulated Off Hire Allowance for all such
Vessels.


 


12

















 


6.2 Off-Hire
Certifications.


 


(a)                                  In
any month in which the Charterer makes any deductions for off-hire from any
charter hire payments due under any Charter, the Charterer shall, concurrently
with such monthly charter hire payment, provide the Company with a certificate
executed by an officer of the Charterer, setting forth in reasonable detail the
basis for such deduction.


 


(b)                                 No
later than February 1 of each calendar year, the Charterer shall promptly
provide the Company with a certificate executed by the chief financial officer
of the Charterer, setting forth in reasonable detail (i) the aggregate
Accumulated Off Hire Allowance for all Vessels in the fleet and (ii) the
aggregate Accumulated Off Hire Amount for all Vessels in the fleet, in each
case as of the end of the preceding calendar year.


 


ARTICLE VII

DEFAULTS


 


7.1
Defaults.  Upon the occurrence of any Event of Default
that remains uncorrected for a period of 30 days following notice thereof by
the Company to the Charterer, then the Company shall have the option to declare
such Event of Default to be a breach by the Charterer of any or all of the
Charters, in which case the Company or the Owners may (a) terminate any or all
of the Charters by delivery of notice to the Charterer in accordance with
Section 8.7, (b) foreclose upon any or all of the Security Interests or
(c) exercise any or all other rights and remedies available to the Company or
the Owners at law or in equity.


 


ARTICLE VIII

MISCELLANEOUS


 


8.1
Term. 
Following effectiveness in accordance with
Section 1.3, this Agreement shall terminate upon the termination of the
last Charter then in effect; provided, however, that the termination of this
Agreement shall not impair any rights or obligations of any Party arising
hereunder prior to such termination.


 


8.2
Choice of Law.  This Agreement shall be governed by and
construed in accordance with the laws of England.


 


8.3
Arbitration.  Any dispute arising under this Agreement
shall be resolved by arbitration in London in accordance with the provisions
this Section 8.3 and the provisions of the Arbitration Act 1996, or any
statutory modification or re-enactment thereof for the time being in force save
to the extent necessary to give effect to the provisions of this
Section 8.3.  The arbitration shall
be conducted in accordance with the London Maritime Arbitrators Association
(LMAA) on terms current at the time when the arbitration proceedings are commenced.  The reference shall be to three arbitrators:
one to be appointed by the Company and the Owners, one to be appointed by the
Charterer and Frontline and the third to be appointed by the two arbitrators so
chosen,  The decision of a majority of
the arbitrators shall be final and binding on the Parties.  Nothing herein shall prevent the parties
from agreeing in writing to vary these provisions to provide for the
appointment of a sole arbitrator.  In
cases where neither the claim nor any counterclaim exceeds the sum of US$50,000
(or such other sum as the parties may


 


13

















 


agree) the arbitration shall be
conducted in accordance with the LMAA Small Claims Procedure current at the
time when the arbitration proceedings are commenced.


 


8.4
Entire Agreement.  This Agreement
constitutes the entire agreement of the Parties relating to the matters
contained herein, superseding all prior contracts or agreements, whether oral
or written, relating to the matters contained herein.


 


8.5
Amendment or Modification.  This Agreement may be amended or modified
from time to time only by the written agreement of all of the Parties.


 


8.6 Assignment;
Joinder.


 


(a)  No Party shall have the right to assign its
rights or obligations under this Agreement without the consent of the other
Parties hereto.


 


(b).  Each of the Parties acknowledges that the
Fleet Purchase Agreement provides for the purchase by the Company of all of the
issued and outstanding shares of capital stock of one or more vessel-owning
entities owned by Frontline (each, a “Substitute Owner”) in place of one or
more of the Vessel Owning Subsidiaries set forth on Schedule 3.19 to the
Fleet Purchase Agreement in certain circumstances.  In the event that the Company acquires any such Substitute Owner,
Frontline and the Company agree that they shall cause such Substitute Owner (if
it owns its vessel directly) or the subsidiary of such Substitute Owner that
owns such vessel directly (if such Substitute Owner does not own its vessel
directly) to become an Owner hereunder by executing a counterpart signature
page to this Agreement, in the form attached hereto, prior to the closing under
the Fleet Purchase Agreement of the acquisition of such Substitute Owner.  The Parties agree that such Substitute Owner
or such Substitute Owner’s subsidiary, as the case may be, shall be deemed to
be a Party and that the vessel owned by such Substitute Owner or such
Substitute Owner’s subsidiary, as the case may be, shall be deemed to be a
Vessel for all purposes under this Agreement. 
The Parties further agree that the Owner for which such Substitute Owner
or such Substitute Owner’s subsidiary, as the case may be, was substituted
shall no longer be deemed to be a Party and that the vessel owned by such Owner
shall no longer be deemed to be a Vessel for any purpose under this Agreement.


 


8.7
Notices.  Unless otherwise provided herein, any
notice, request, consent, instruction or other document to be given hereunder
by any Party to another Party shall be in writing and will be deemed given
(a) when received if delivered personally or by courier; or (b) on
the date receipt is acknowledged if delivered by certified mail, postage
prepaid, return receipt requested or (c) on the day of transmission if
sent by facsimile transmission and receipt thereof is confirmed, as follows:


 


(a)                                  if
to the Company, addressed to:


 


Ship Finance International
Limited


Par-La-Ville Place


14 Par-La-Ville Road


Hamilton, Bermuda HM 08


 


14

















 


Attention:  Finance Department


Facsimile: +1 (441) 295-3494


 


(b)                                 if
to any Owner, c/o the Company at the Company’s address set forth above;


 


(c)                                  if
to Frontline, addressed to:


 


Frontline Ltd.


Par-La-Ville Place


14 Par-La-Ville Road


Hamilton, Bermuda HM 08


Attention:  Finance Department


Facsimile: +1 (441) 295-3494


 


(d)                                 if
to the Charterer, c/o Frontline at Frontline’s address set forth above;


 


or to such other place and with such other
copies as any Party may designate as to itself by written notice to the others
in accordance with this Section 7.6.


 


8.8
Counterparts.  This Agreement may be executed in any number
of counterparts with the same effect as if all signatory parties had signed the
same document.  All counterparts shall
be construed together and shall constitute one and the same instrument.


 


8.9
Severability.  If any provision of this Agreement or the
application thereof to any Person or circumstance shall be held invalid or
unenforceable to any extent, the remainder of this Agreement and the
application of such provision to other Persons or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.


 


8.10                        U.S. Currency.  All sums and amounts payable to or to be
payable pursuant to the provisions of this Agreement shall be payable in coin
or currency of the United States of America that, at the time of payment, is
legal tender for the payment of public and private debts in the United States
of America.


 


15

















 


IN WITNESS
WHEREOF, the Parties have caused this Agreement to be duly executed by their
duly authorized representatives as of the day and year first above written.


 


	
   

  	
  SHIP FINANCE INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
  GRANITE SHIPPING COMPANY LIMITED.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  	
  GOLDEN CURRENT LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BONFIELD SHIPPING LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FOURWAYS MARINE LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT ARDENNE INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT BRABANT INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 


16

















 


	
   

  	
  FRONT FALCON INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT GLORY SHIPPING INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT PRIDE SHIPPING INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT SAGA INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT SERENADE INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT SPLENDOUR SHIPPING INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT STRATUS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


17

















 


	
   

  	
  GOLDEN BAYSHORE SHIPPING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  GOLDEN ESTUARY CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  GOLDEN FJORD CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  GOLDEN SEAWAY CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  GOLDEN SOUND CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  GOLDEN TIDE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  KATONG INVESTMENTS LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


18

















 


	
   

  	
  LANGKAWI SHIPPING LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  PATRIO SHIPPING LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  RAKIS MARITIME S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  SEA ACE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  SIBU SHIPPING LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  SOUTHWEST TANKERS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  WEST TANKERS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


19

















 


	
   

  	
  PUERTO REINOSA SHIPPING CO S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ASPINALL PTD LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BLIZANA PTE LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BOLZANO PTE LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CIREBON SHIPPING PTE LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FOX MARITIME PTE LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT DUA PTE LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


20

















 


	
   

  	
  FRONT EMPAT PTE LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT ENAM PTE LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT LAPAN PTE LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT LIMA PTE LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT TIGA PTE LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT TUJUH PTE LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONT SEMBILAN PTD LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


21

















 


	
   

  	
  RETTIE PTE LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  TRANSCORP PTE LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  EDINBURGH NAVIGATION S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ARIAKE TRANSPORT CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  HITATCHI HULL # 4983 CORP.]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  OSCILLA SHIPPING LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FRONTLINE
  SHIPPING LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


22

















 


	
   

  	
  FRONTLINE LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


02089.0022 #446530


 


23

















 


Counterpart Signature Page for
Substitute Owners pursuant to Section 8.6(b)


 


Pursuant to
Section 8.6(b) hereof, the undersigned hereby executes and delivers and
becomes an Owner under this Agreement as of the date set forth below.


 


 


	
   

  	
  [NAME OF SUBSTITUTE OWNER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


SCHEDULE A


OWNERS AND VESSELS


 


	
  Owner

  	
   

  	
  Vessel

  
	
  Granite Shipping
  Company Limited.

  	
   

  	
  Front Granite

  
	
  Golden Current Limited

  	
   

  	
  Opalia

  
	
  Bonfield Shipping Ltd.

  	
   

  	
  Front Driver

  
	
  Fourways Marine Limited

  	
   

  	
  Front Spirit

  
	
  Front Ardenne Inc.

  	
   

  	
  Front Ardenne

  
	
  Front Brabant Inc.

  	
   

  	
  Front Brabant

  
	
  Front Falcon Inc

  	
   

  	
  Front Falcon

  
	
  Front Glory Shipping
  Inc.

  	
   

  	
  Front Glory

  
	
  Front Pride Shipping
  Inc.

  	
   

  	
  Front Pride

  
	
  Front Saga Inc

  	
   

  	
  Front Page

  
	
  Front Serenade Inc.

  	
   

  	
  Front Serenade

  
	
  Front Splendour
  Shipping Inc.

  	
   

  	
  Front Splendour

  
	
  Front Stratus Inc.

  	
   

  	
  Front Stratus

  
	
  Golden Bayshore
  Shipping Corporation

  	
   

  	
  Navix Astral

  
	
  Golden Estuary
  Corporation

  	
   

  	
  Front Comanche

  
	
  Golden Fjord
  Corporation

  	
   

  	
  Front Commerce

  
	
  Golden Seaway
  Corporation

  	
   

  	
  New Vanguard

  
	
  Golden Sound
  Corporation

  	
   

  	
  New Vista

  
	
  Golden Tide Corporation

  	
   

  	
  New Circassia

  
	
  Katong Investments Ltd.

  	
   

  	
  Front Breaker

  
	
  Langkawi Shipping Ltd.

  	
   

  	
  Front Birch

  
	
  Patrio Shipping Ltd.

  	
   

  	
  Front Hunter

  
	
  Rakis Maritime S.A.

  	
   

  	
  Front Fighter

  
	
  Sea Ace Corporation

  	
   

  	
  Front Ace

  
	
  Sibu Shipping Ltd.

  	
   

  	
  Front Maple

  
	
  Southwest Tankers Inc

  	
   

  	
  Front Sunda

  
	
  West Tankers Inc.

  	
   

  	
  Front Comor

  
	
  Puerto Reinosa Shipping
  Co S.A.

  	
   

  	
  Front Lillo

  
	
  Aspinall Ptd Ltd.

  	
   

  	
  Front Viewer

  
	
  Blizana Pte Ltd.

  	
   

  	
  Front Rider

  
	
  Bolzano Pte Ltd.

  	
   

  	
  Mindanao

  
	
  Cirebon Shipping Pte
  Ltd.

  	
   

  	
  Front Vanadis

  
	
  Fox Maritime Pte Ltd.

  	
   

  	
  Front Sabang

  
	
  Front Dua Pte Ltd.

  	
   

  	
  Front Duchess

  
	
  Front Empat Pte Ltd.

  	
   

  	
  Front Highness

  
	
  Front Enam Pte Ltd.

  	
   

  	
  Front Lord

  
	
  Front Lapan Pte Ltd.

  	
   

  	
  Front Climber

  
	
  Front Lima Pte Ltd.

  	
   

  	
  Front Lady

  
	
  Front Tiga Pte Ltd.

  	
   

  	
  Front Duke

  
	
  Front Tujuh Pte Ltd.

  	
   

  	
  Front Emperor

  
	
  Front Sembilan Ptd Ltd.

  	
   

  	
  Front Leader

  
	
  Rettie Pte Ltd.

  	
   

  	
  Front Striver

  
	
  Transcorp Pte Ltd.

  	
   

  	
  Front Guider

  
	
  Edinburgh Navigation
  S.A.

  	
   

  	
  Edinburgh

  
	
  Oscilla Shipping
  Limited

  	
   

  	
  Oscilla

  
	
  Ariake Transport Corp.

  	
   

  	
  Ariake

  
	
  Hitatchi Hull # 4983
  Corp.

  	
   

  	
  Hakata