REIMBURSEMENT AGREEMENT

THIS REIMBURSEMENT AGREEMENT (?Agreement?) is made and entered into this 7^th day of April 2006 by and among Horizon Lines, LLC, a Delaware limited liability company (?HLL?), Ship Finance International Limited, a Bermuda company (?SFL?), SFL Holdings LLC, a Delaware limited liability company (?SFL Holdings?), and the five companies listed in Appendix 1 hereto, each a Delaware limited liability company and direct wholly-owned subsidiary of SFL Holdings (each an ?Owner? and collectively, the ?Owners?).

RECITALS

WHEREAS, pursuant to an Agreement to Acquire and Charter, dated the date hereof (the ?Agreement to Acquire and Charter?), among SFL, SFL Holdings, the Owners and HLL, SFL will, among other things, cause SFL Holdings to purchase five 2,824 TEU containerships (each a ?Vessel? and collectively, the ?Vessels?), and upon the purchase of each Vessel by SFL Holdings, SFL Holdings will immediately sell the Vessel to the intended Owner thereof for an amount equal to the Adjusted Average Purchase Price (as defined in the Agreement to Acquire and Charter) of the Vessel and the Owners will, in turn, demise charter the Vessels to HLL under the terms of five separate bareboat charter parties, dated the date hereof (each a ?Charter? and, collectively, the ?Charters?), each between one of the Owners and HLL (the foregoing transactions being, collectively, the ?Transactions?);

WHEREAS, the Vessels will be built by Hyundai MIPO Dockyard Co., Ltd., a Korean company (the ?Builder?), under five separate Shipbuilding Contracts, two of which are with wholly-owned subsidiaries of E.R. Schiffahrt GMBH & Cie. KG (?ER?; each such wholly-owned subsidiary, an ?ER Subsidiary?), and three of which are with wholly-owned subsidiaries of Tsakos Shipping & Trading S.A. (?Tsakos?; each such wholly-owned subsidiary, a ?Tsakos Subsidiary?; each ER Subsidiary and Tsakos Subsidiary, a ?Seller? and such subsidiaries, collectively, the ?Sellers?);

WHEREAS, SFL Holdings has entered into five separate Memoranda of Agreement, each dated the date hereof (each an ?MOA? and, collectively, the ?MOAs?), pursuant to which SFL Holdings has agreed to purchase, and the Seller party thereto has agreed to sell, the Vessel covered by such MOA;

WHEREAS, each MOA with an ER Subsidiary requires that SFL Holdings deliver a cash deposit to the relevant Seller (each a ?Cash Deposit? and, collectively, the ?Cash Deposits?), in an amount equal to $5,485,000 per Vessel under the relevant MOA, which Cash Deposit may be drawn upon by the Seller if SFL Holdings defaults under such MOA;

WHEREAS, each MOA with a Tsakos Subsidiary requires that SFL Holdings deliver as a deposit a letter of credit (each a ?Tsakos L/C? and, collectively, the ?Tsakos L/Cs?) in an amount equal to $8,512,500 per Vessel under the relevant MOA, which Tsakos L/C may be drawn upon by the Seller if SFL Holdings defaults under such MOA;

1

WHEREAS, in order to finance a portion of the purchase price of each Vessel, the Owners have entered into a Credit Agreement, dated the date hereof (the ?Credit Agreement?), with Fortis Capital Corp. and the other lenders named therein (each a ?Lender? and, collectively, the ?Lenders?), pursuant to which the Lenders have agree to advance to each Owner the lesser of (i) 75% of the Recalculated Adjusted Average Purchase Price (as defined in the Credit Agreement) of the Vessel to be purchased by such Owner, or (ii) $42,000,000;

WHEREAS, the Credit Agreement includes a Letter of Credit Facility of up to $38,000,000, a portion of which will be used to issue the Tsakos L/Cs that will be used to satisfy the deposit requirements of the MOA?s with the Tsakos Subsidiaries;

WHEREAS, the Owners have entered into certain forward-starting interest rate swap agreements (the ?Swaps?) in order to fix the interest rate payable by the Owners with respect to amounts advanced under the Credit Agreement;

WHEREAS, SFL has entered into an Interest Guarantee, dated the date hereof (the ?Interest Guarantee?), pursuant to which SFL has guaranteed the Owners? liability under the Swaps with respect to the period prior to delivery of the Vessels that is unrelated to any Event of HLL Default under the Agreement to Acquire and Charter;

WHEREAS, SFL has entered into an L/C Guarantee, dated the date hereof (the ?L/C Guarantee?), pursuant to which SFL has guaranteed the Owners? liability under the Tsakos L/Cs with respect to the period prior to delivery of the Vessels that is unrelated to any Event of HLL Default under the Agreement to Acquire and Charter;

WHEREAS, concurrently with SFL Holdings? delivery of all of the Cash Deposits and Tsakos L/Cs to the Sellers, HLL is causing UBS AG, Stamford Branch (?UBS?), to issue to Fortis Capital Corp., as Security Trustee for the Lenders and the Swap Providers (each as defined in the Credit Agreement), eight (8) letters of credit (each, a ?Back-Up L/C? and collectively, the ?Back-Up L/Cs?) issued pursuant to HLL?s senior credit facility, in the aggregate amount of $29,337,500; three of such letters of credit shall each be in the amount of $8,512,500 and shall each support HLL?s obligation hereunder to reimburse the relevant Owner in respect of such Owner?s liability under the Credit Agreement for amounts drawn under a Tsakos L/C issued under the Credit Agreement as a deposit under an MOA with a Tsakos Subsidiary; and five of such letters of credit shall each be in the amount of $760,000 and shall support HLL?s obligation hereunder to reimburse the relevant Owner in respect of such Owner?s liability under the Swaps in respect of a particular Vessel;

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