Exhibit 10.7


 


ADMINISTRATIVE
SERVICES AGREEMENT


 


by and among


 


SHIP FINANCE
INTERNATIONAL LIMITED,


 


THE VESSEL
OWNING SUBSIDIARIES NAMED HEREIN,


 


and


 


FRONTLINE
MANAGEMENT (BERMUDA) LTD.


 

















 


ADMINISTRATIVE SERVICES AGREEMENT


 


THIS ADMINISTRATIVE
SERVICES AGREEMENT (“Agreement”) is made as of the 1st day of
January, 2004 by and among (i)  Ship Finance International Limited, an
exempted Bermuda company (the “Company”), (ii) each of the vessel owning
subsidiaries identified on Schedule I attached hereto and any Substitute Owners
that execute counterpart signature pages pursuant to Section 10(b) (each an
“Owner” and collectively, the “Owners”) and (iii) Frontline Management
(Bermuda) Ltd., an exempted Bermuda company (“Frontline Management”).


 


W I T N E S S E T
H:


 


WHEREAS, pursuant
to that certain Fleet Purchase Agreement (the “Fleet Purchase Agreement”) dated
as of December 11, 2003 between the Company and Frontline Ltd, an exempted
Bermuda company (“Frontline”), Frontline has agreed to sell to the Company, and
the Company has agreed to purchase, directly or indirectly through the purchase
of intermediate holding companies, from Frontline, 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, the Company and
the Owners (collectively, the “Service Recipients” and each a “Service
Recipient”) desire to receive, and Frontline Management wishes to provide,
certain non-vessel administrative, treasury, financial, control, cash
management and other support services (collectively, “Administrative Support
Services” or “Services”) as more particularly described herein;


 


WHEREAS, the
Company, each Owner and Frontline Management now desire to set forth in this
Agreement the terms of their business arrangements with respect to the
Administrative Support Services provided by Frontline Management to the Company
and each Owner;


 


NOW, THEREFORE, in
consideration of the mutual covenants set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which the parties hereby
acknowledge, the parties hereto agree as follows:


 


1.     Administrative Support Services.


 


(a)   Frontline Management shall provide to each
Service Recipient such Administrative Support Services as may from time to
time, to the extent applicable to such Service Recipient, be required or
requested by the Service Recipient.  For
these purposes and to the extent applicable to one or more Service Recipients,
the term “Administrative Support Services” as used herein shall include:


 


(i)            maintenance
of all such books and records of things done and transactions performed on
behalf of the relevant Service Recipient as may be required or


 

















 


requested
by such Service Recipient from time to time, including liaising with the
Service Recipient’s accountants, lawyers and other professionals;


 


(ii)           assistance
in complying with the requirements of all applicable securities laws, including
the United States Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and other relevant securities laws and in
complying with relevant tax laws and preparation of tax returns, where
required;


 


(iii)          provision
of accounting services, maintenance of each Service Recipient’s general ledger,
reconciliation of each Service Recipient’s bank accounts, preparation of each
Service Recipient’s periodic financial statements, including those required by
governmental and regulatory or self-regulatory agencies in the United States
and the jurisdiction in which each Service Recipient is organized (together,
“Governmental Compliance”), collection and provision of information for
purposes of Governmental Compliance, and provision of related data processing
services;


 


(iv)          assistance
in obtaining such non-vessel related insurance, if any, as each Service
Recipient determines to procure;


 


(v)           provision
of payroll, treasury, bookkeeping and cash management services;


 


(vi)          maintenance
of bank accounts and processing of payments to vendors and service providers;


 


(vii)         provision
of corporate administration and related services;


 


(viii)        provision
of administrative services related to financing and indebtedness of the Service
Recipients;


 


(ix)           development
and monitoring of internal audit controls, disclosure controls and information
technology;


 


(x)            assistance
in the preparation of all financial statements for each Service Recipient;


 


(xi)           furnishing
any reports, reconciliations or financial information as may from time to time
requested by a Service Recipient; and


 


(xii)          provision
of such other services as each Service Recipient may request and Frontline
Management may agree to provide from time to time.


 


(b)   In consideration for providing the
Administrative Support Services to each Service Recipient, each Service Recipient
shall pay an annual fee (the “Fee”) of $20,000 prorated (including force
majeure under Section 11) for periods less than a year, each such payment to be


 


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made in advance on the
first business day of each year.  If
this Agreement is terminated on a day that is not the last day of a year, a
refund shall be made of the portion of the Fee paid in advance but not
earned.  In addition to the Fee, each
Service Recipient shall reimburse Frontline Management at cost for reasonable
out of pocket costs and expenses of third parties incurred on behalf of such
Service Recipient, including legal fees, independent auditors, printers,
mailing costs, depositories, registrars, transfer agents, insurance, proxy solicitors,
filing fees, self-regulatory agencies, listing fees, stock exchange maintenance
fees, directors’ fees as set by the relevant Service Recipient, and the like;
provided, however, that nothing in this Section 1(b) shall obligate Frontline
Management to advance such costs and expenses on behalf of such Service
Recipient, and Frontline Management may direct third parties to bill such
Service Recipient directly.


 


(c)   Frontline Management shall provide the
services of such officers and other staff with suitable skills and experience
as reasonably may be necessary in order to properly perform the Administrative
Support Services referred to herein;


 


(d)   Frontline Management and its employees and
agents shall have access to all records and books of each Service Recipient
wherever located and whenever reasonably necessary or convenient to perform its
obligations hereunder.


 


2.     Use of Office Space and Facilities of
Frontline Management.


 


(a)   During the term of this Agreement, Frontline
Management shall, at its own expense, provide all office accommodation, office
equipment, office stationery and office staff as required to provide the
Administrative Support Services in an efficient and economic manner.  Frontline Management agrees to provide each
Service Recipient with office accommodation at its office at Par-la-Ville
Place, 14 Par-la-Ville Road, Hamilton, Bermuda with the understanding that an
allocable portion of the rent and any and all expenses incidental to the office
accommodation including, but not limited to telephone, water and electricity,
will be for the account of each Service Recipient, and will be payable by each
Service Recipient to Frontline Management directly, said expenses to be
determined by mutual agreement of the parties hereto.


 


(b)   While occupying the office accommodation
under this Agreement, each Service Recipient will have access to certain
facilities of Frontline Management, including Frontline Management’s computer
and telephone service, server, internet connection, postage meter, facsimile
and copying facilities at no extra charge.


 


3.     Legal Services.


 


(a)   Frontline Management shall make Legal
Services available to each Service Recipient.


 


(b)   As used in this Section 3, “Legal Services”
means providing the services of Frontline Management’s in-house counsel to
offer legal assistance and advice to each Service Recipient in connection with
any aspect of its respective business. 
If for any reason Frontline Management’s in-house legal staff, in its sole
discretion, determines that it is not capable of responding properly to the
request for legal assistance or advice, it shall, with each Service Recipient’s
consent, retain for and on behalf of each Service Recipient outside lawyers
whom it


 


3

















 


believes can respond
properly and any costs, fees and charges of such outside lawyers shall be paid
by each Service Recipient.


 


(c)   In the event of a conflict of interest
between any Service Recipient and Frontline Management, Frontline Management
may decline to provide Legal Services to such Service Recipient with respect to
such event.


 


4.     Services Limited to Administrative
Support Services, Use of Office Space and Facilities and Legal Services.  Services provided by Frontline Management to
the Service Recipients under this Agreement are limited to those described in
this Agreement.


 


5.     Standard of Performance.


 


(a)           Frontline Management shall provide
the Administrative Support Services to each Service Recipient in accordance
with sound commercial practices.


 


(b)           In the exercise of its duties
hereunder, Frontline Management shall act fully in accordance with the
policies, guidelines and instructions from time to time communicated to it by
each Service Recipient and serve each Service Recipient faithfully and
diligently, at all times maintaining confidentiality in respect of business
secrets.


 


6.     No Partnership/Joint Venture.  This Agreement shall not create a
partnership, joint venture, association or other agency relationship between
Frontline Management and any Service Recipient.  Frontline Management shall not have authority to conclude any
binding obligations on behalf of any Service Recipient.


 


7.     Indemnification.


 


(a)           Each Service Recipient hereby agrees
to indemnify and hold harmless Frontline Management and its directors,
officers, shareholders and employees (together “Frontline Management
Indemnitees”) from and against any and all claims, courses of action,
liabilities, damages, costs, charges, fees, expenses, suits, judgments and
losses of any nature (together, “Damages”) against or incurred by such
Frontline Management Indemnitees arising from or relating to of the performance
of the Administrative Support Services under this Agreement exclusively; provided,
however that a Frontline Management Indemnitee shall not be indemnified
for any Damages resulting from or attributable to its own gross negligence,
fraud or willful misconduct.


 


(b)           Frontline Management hereby agrees to
indemnify and hold harmless each Service Recipient and its directors, officers,
shareholders and employees (together, “Service Recipient Indemnitees”) from and
against any and all Damages against or incurred by such Service Recipient
Indemnitees arising from or relating to Frontline Management’s gross
negligence, fraud or willful misconduct.


 


8.     Term.


 


(a)           This Agreement shall be effective (i)
with respect to the Company, on the


 


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date hereof (the “Effective Date”) and (ii)
with respect to each Owner on the date of its acquisition by the Company under
the Fleet Purchase Agreement and shall continue in effect until terminated as
provided in this Section 8; provided, however, that this
Agreement may not be terminated by any party without cause prior to the earlier
of (i) the second anniversary of the Effective Date or (ii) that date of 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.


 


(b)           Subject to the restrictions set forth
in Section 8(a), this Agreement may be terminated with respect to any Service
Recipient (the “Terminating Service Recipient”) for any reason without
cause by the Terminating Service Recipient or by Frontline Management upon the
giving of one hundred eighty (180) days’ prior written notice to the other
parties or upon mutual written consent; provided, however, that
this Agreement shall remain in full force and effect with respect to each
Service Recipient that is not a Terminating Service Recipient.


 


(c)           This Agreement may be terminated by
Frontline Management with respect to any Service Recipient by giving notice to
such Service Recipient upon the occurrence of any of the following events:


 


(i)            there
is a material breach of a material term of this Agreement by such Service
Recipient which is not remedied within ten (10) days after notice and demand
for remedy has been given by Frontline Management to such Service Recipient; or


 


(ii)           any
proceedings are commenced in, or any order or judgment is given by, any court
for the liquidation, winding-up, bankruptcy, reorganization or reconstruction
of such Service Recipient or for the appointment of a receive or liquidator or
similar officer of such Service Recipient or of all or any part of its assets
and is not vacated or stayed within thirty (30) days.


 


(d)           This Agreement may be terminated by any
Service Recipient with respect to such Service Recipient by giving notice to
Frontline Management upon the occurrence of any of the following events:


 


5

















 


(i)            there
is a material breach of a material term of this Agreement with respect to such
Service Recipient by Frontline Management which is not remedied within ten (10)
days after notice and demand for remedy has been given by such Service
Recipient to Frontline Management; or


 


(ii)           any
proceedings are commenced in, or any order or judgment is given by, any court
for the liquidation, winding-up, bankruptcy, reorganization or reconstruction
of Frontline Management or for the appointment of a receive or liquidator or
similar officer of Frontline Management or of all or any part of its assets and
is not vacated or stayed within thirty (30) days.


 


(e)           Any termination of the Agreement
shall be without prejudice to the rights of any party hereunder with respect to
periods prior to such termination.


 


(f)            If this Agreement is terminated with
respect to any Service Recipient prior to December 31 of any year, Frontline
Management shall reimburse a prorated amount of the Fee paid by such Service
Recipient for such year based on the number of days during the year for which
this Agreement was in effect with respect to the Service Recipient.


 


9.     Modification.  This Agreement may be altered, modified or
amended only with the prior written consent of each party hereto.  No act or omission shall constitute a waiver
of any term or condition of this Agreement unless specified in writing, and a
waiver of any term or condition of this Agreement shall not constitute a waiver
of any other term or condition or of such term or condition on any other
occasion.


 


10.   Assignment; Delegation; Joinder.


 


(a)           This Agreement may not be assigned by
any party in whole or in part without the prior written consent of the other
parties; provided, however, that Frontline Management may subcontract or
delegate its obligations hereunder; provided further, however, that Frontline
Management shall remain responsible for its performance under this Agreement
notwithstanding any such subcontracting or delegation.


 


(b)           Each of the parties hereto
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 (as defined in the Fleet
Purchase Agreement) 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, the Company agrees that it
shall cause such Substitute Owner (if it owns a 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, immediately after the closing under the Fleet Purchase
Agreement of the acquisition of such Substitute Owner.  The parties hereto agree that such
Substitute Owner or such Substitute Owner’s subsidiary, as the case may be,
shall be deemed to be a party for all purposes under this Agreement.  The parties hereto further agree that the
Owner for which such Substitute Owner or such Substitute Owner’s subsidiary, as
the case may be, was


 


6

















 


substituted shall no longer be deemed to be a party
hereto for any purpose under this Agreement.


 


11.   Force Majeure


 


(a)           No party shall be liable to the other
for loss or damage resulting from delay or failure to perform this Agreement,
or any contract hereunder, either in whole or in part, when any such delay or
failure shall be due to causes beyond its control or is not occasioned by its
fault or negligence, including, but not limited to, civil war, insurrections,
strikes, riots, fires, floods, explosions, earthquakes, serious accidents, or
any act of government, governmental priorities, allocations, regulations or
orders affecting materials, facilities, acts of God or failure of
transportation, epidemics, quarantine restrictions or labor trouble causing
cessation, slowdown or interruption of work.


 


(b)           In the event that a situation gives
rise to force majeure which prevents Frontline Management from performing under
this Agreement, the parties agree that Frontline Management may in good faith
obtain substitute performance; provided, however, if such situation continues
for a period longer than three (3) months, then any Service Recipient shall be
entitled to terminate this Agreement by giving one (1) month prior notice in
writing to Frontline Management.


 


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


 


13.   Governing Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York without regard to its conflicts or choice of laws provisions. Any
legal action or proceeding in connection with this Agreement or the performance
hereof may be brought in the state and federal courts located in the Borough of
Manhattan, City, County and State of New York, and the parties hereby
irrevocably submit to the non-exclusive jurisdiction of such courts for the
purpose of any such action or proceeding.


 


14.   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 a Service Recipient, addressed to:


 


Ship Finance
International Limited


Par-La-Ville Place


14 Par-La-Ville
Road


Hamilton, Bermuda
HM 08


Attention:  Finance Department


Facsimile: +1
(441) 295-3494


 


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(b)           if
to Frontline Management, addressed to:


 


Frontline
Management Ltd.


Par-La-Ville Place


14 Par-La-Ville
Road


Hamilton, Bermuda
HM 08


Attention:  Finance Department


Facsimile: +1
(441) 295-3494


 


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 14.


 


15.   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.


 


16.   Counterparts.  This Agreement may be executed in
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.


 


17.   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.


 


8

















 


IN WITNESS WHEREOF, this
Agreement has been executed and delivered by the undersigned on the day and
year first above written by their respective officers or agents thereunto duly
authorized.


 


 


	
   

  	
  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:

  



 


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  FRONT ARDENNE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRONT BRABANT
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRONT FALCON
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRONT GLORY
  SHIPPING INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRONT PRIDE
  SHIPPING INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


10

















 


	
   

  	
  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:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOLDEN BAYSHORE
  SHIPPING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


11

















 


	
   

  	
  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:

  



 


12

















 


	
   

  	
  KATONG
  INVESTMENTS LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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:

  



 


13

















 


	
   

  	
  SIBU SHIPPING
  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOUTHWEST
  TANKERS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEST TANKERS
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PUERTO REINOSA
  SHIPPING CO S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASPINALL PTD
  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


14

















 


	
   

  	
  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:

  



 


15

















 


	
   

  	
  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:

  



 


16

















 


	
   

  	
  FRONT TUJUH PTE
  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRONT SEMBILAN
  PTD LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RETTIE PTE LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRANSCORP PTE
  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EDINBURGH NAVIGATION
  S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


17

















 


	
   

  	
  ARIAKE TRANSPORT
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HITATCHI HULL #
  4983 CORP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  OSCILLA SHIPPING
  LIMITED.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRONTLINE
  MANAGEMENT (BERMUDA) LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


18

















 


Counterpart Signature Page for
Substitute Owners pursuant to Section 10(b)


 


Pursuant to
Section 10(b) hereof, the undersigned hereby executes and delivers this
counterpart signature page and becomes an Owner as of the date set forth below.


 


 


	
   

  	
  [NAME OF SUBSTITUTE
  OWNER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
						



 


19

















 


SCHEDULE I


OWNERS 


 


Owner


Granite Shipping
Co. Ltd.


Golden Current
Limited


Bonfield Shipping
Ltd.


Fourways Marine
Limited


Front Ardenne Inc.


Front Brabant Inc.


Front Falcon Inc


Front Glory
Shipping Inc.


Front Pride
Shipping Inc.


Front Saga Inc


Front Serenade
Inc.


Front Splendour
Shipping Inc.


Front Stratus Inc.


Golden Bayshore
Shipping Corporation


Golden Estuary
Corporation


Golden Fjord
Corporation


Golden Seaway
Corporation


Golden Sound
Corporation


Golden Tide
Corporation


Katong Investments
Ltd.


Langkawi Shipping
Ltd.


Patrio Shipping
Ltd.


Rakis Maritime
S.A.


Sea Ace
Corporation


Sibu Shipping Ltd.


Southwest Tankers
Inc


West Tankers Inc.


Puerto Reinosa
Shipping Co S.A.


Aspinall Ptd Ltd.


Blizana Pte Ltd.


Bolzano Pte Ltd.


Cirebon Shipping
Pte Ltd.


Fox Maritime Pte
Ltd.


Front Dua Pte Ltd.


Front Empat Pte
Ltd.


Front Enam Pte
Ltd.


Front Lapan Pte
Ltd.


Front Lima Pte
Ltd.


Front Tiga Pte
Ltd.


Front Tujuh Pte
Ltd.


Front Sembilan Ptd
Ltd.


Rettie Pte Ltd.


Transcorp Pte Ltd.


Edinburgh
Navigation S.A.


Oscilla Shipping
Limited


Ariake Transport
Corp.


Hitatchi Hull #
4983 Corp.