EX-4.41.1 27 a2136915zex-4_411.htm EXHIBIT 4.41.1

Exhibit 4.41.1

 

Date 29 March 2004

 

 

THE ROYAL BANK OF SCOTLAND PLC

as “Agent”

 

- and -

 

 

KNIGHTSBRIDGE TANKERS LIMITED

as “Chargor”

 

 

DEED OF RELEASE

relating to a Floating Charge dated 12 February 1997

 



 

INDEX

 

Clause

 

 

 

 

 

1

DEFINITIONS AND INTERPRETATION

 

 

 

 

2

RELEASE

 

 

 

 

3

FURTHER ASSURANCE

 

 

 

 

4

COUNTERPARTS

 

 

 

 

5

GOVERNING LAW

 

 

 

 

6

EXCLUSION OF THIRD PARTY RIGHTS

 

 

2



 

THIS DEED OF RELEASE is made on 29 March 2004

 

BETWEEN:

 

(1)                                  THE ROYAL BANK OF SCOTLAND PLC, registered in Scotland under number SC090312 whose registered office is at 36 St. Andrew Square, Edinburgh EH2 2YB (as successor to Goldman Sachs International (“Goldman”) as agent and trustee for the Finance Parties (as defined in the Facility Agreement as defined below)) (the “Agent”) and

 

(2)                                  KNIGHTSBRIDGE TANKERS LIMITED, a company incorporated in Bermuda whose registered office is at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM08, Bermuda (the “Chargor”).

 

WHEREAS:

 

(A)                              Pursuant to the Floating Charge, the Chargor charged in favour of the Agent as agent and trustee for itself and on behalf of the other Finance Parties as security for the Secured Liabilities all of the assets of the Chargor not otherwise charged to the Agent under any other Security Document, save for the Chargor’s right, title and interest in the Excluded Account.

 

(B)                                The Agent has agreed to release the security created by the Floating Charge.

 

1                                         DEFINITIONS AND INTERPRETATION

 

1.1                               In this Deed the following definitions apply:

 

Facility Agreement” means the facility agreement dated 6 February 1997 and made between the Chargor as borrower, the Subsidiaries of the Chargor as Guarantors, Goldman as Arranger, the Banks, the Swap Parties and Goldman as agent, as the agency role was transferred from Goldman to the Agent; and

 

Floating Charge” means the floating charge dated 12 February 1997 and made between the Chargor and Goldman for itself and as agent and trustee for the other Finance Parties, as the agency role was transferred from Goldman to the Agent.

 

1.2                               Defined expressions.  Unless otherwise defined herein or the context shall otherwise require, the meanings ascribed to words and expressions in the Floating Charge shall have the same meanings in this Deed (including in the Recitals hereto).

 

1.3                               Construction.  The provisions of Clause 1.2 (Interpretation) of the Floating Charge apply, with any necessary modifications, to this Deed.

 

2                                         RELEASE

 

2.1                               With effect from the date of this Deed, the Agent irrevocably and unconditionally releases the security created by the Floating Charge and releases to the Chargor all of the right, title and interest of the Agent in or to the Security Assets.

 

3                                         FURTHER ASSURANCE

 

The Agent covenants with the Chargor that, upon the Chargor’s written request and at the sole cost of the Chargor, it will sign and execute such further deeds or instruments of release, issue notices or directions and do such things as may reasonably be required to give effect to the release of security contained in this Deed.

 

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4                                         COUNTERPARTS

 

This Deed may be executed in counterparts which, when taken together, shall constitute one and the same agreement.

 

5                                         GOVERNING LAW

 

This Deed shall be governed by and construed in accordance with English law.

 

6                                         EXCLUSION OF THIRD PARTY RIGHTS

 

A person who is not a party to this Deed may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

 

EXECUTED as a DEED on the date appearing the beginning of this Deed.

 

 

EXECUTED AS A DEED

)

/s/ Robert J. Manners

by THE ROYAL BANK OF SCOTLAND PLC

)

 

acting by Robert J. Manners

)

 

its duly authorised attorney in the presence of:

)

 

 

 

 

Signature of Witness:

/s/ Charmaine Rumbelow

 

 

 

 

 

 

 

 

EXECUTED AS A DEED

 

 

by KNIGHTSBRIDGE TANKERS LIMITED

)

/s/ Nicholas Sherriff

acting by Nicholas Sherriff

)

 

its duly authorised attorney in the presence of:

)

 

 

 

 

Signature of Witness:

/s/ illegible

 

 

 

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