EX-4.42.6 38 a2136915zex-4_426.htm EXHIBIT 4.42.6

Exhibit 4.42.6

 

Date March 29, 2004

 

 

THE ROYAL BANK OF SCOTLAND PLC

as “Agent”

 

- and -

 

KNIGHTSBRIDGE TANKERS LIMITED

as “Assignor”

 


 

DEED OF RELEASE AND REASSIGNMENT

relating to a Borrower Assignment dated 12 February

1997

 


 



 

INDEX

 

Clause

 

 

 

 

 

1

DEFINITIONS AND INTERPRETATION

 

 

 

 

2

RELEASE AND REASSIGNMENT

 

 

 

 

3

NOTICE OF RELEASE AND REASSIGNMENT

 

 

 

 

4

FURTHER ASSURANCE

 

 

 

 

5

COUNTERPARTS

 

 

 

 

6

GOVERNING LAW

 

 

 

 

7

EXCLUSION OF THIRD PARTY RIGHTS

 

 

 

 

SCHEDULE

 

 

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THIS DEED OF RELEASE AND REASSIGNMENT is made on March 29, 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 “Assignor”).

 

WHEREAS:

 

(A)                              Pursuant to the Borrower Assignment, the Assignor assigned to the Agent as agent and trustee for itself and on behalf of the other Finance Parties as security for the Secured Liabilities all the Assigned Rights, the Assigned Contracts and the Assigned Accounts on the terms therein.

 

(B)                                The Agent has agreed to release the security created by the Borrower Assignment and to reassign all rights, title and interest in and to the Assigned Rights, the Assigned Contracts and the Assigned Accounts to the Assignor.

 

1                                         DEFINITIONS AND INTERPRETATION

 

1.1                               In this Deed the following definitions apply:

 

Borrower Assignment” means the borrower assignment dated 12 February 1997 made between the Assignor 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; and

 

Facility Agreement” means the facility agreement dated 6 February 1997 and made between the Assignor as borrower, the Subsidiaries of the Assignor 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.

 

1.2                               Defined expressions.  Unless otherwise defined herein or the context shall otherwise require, the meanings ascribed to words and expressions in the Borrower Assignment 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 Borrower Assignment apply, with any necessary modifications, to this Deed.

 

2                                         RELEASE AND REASSIGNMENT

 

2.1                               With effect from the date of this Deed, the Agent irrevocably and unconditionally:

 

(a)                                  releases the security created by the Borrower Assignment over the Assigned Rights, the Assigned Contracts and the Assigned Accounts; and

 

(b)                                 reassigns absolutely to the Assignor without recourse or warranty all such rights, title and interest in and to any part of the Assigned Rights, the Assigned Contracts and the Assigned Accounts which have been assigned to the Agent pursuant to the Borrower Assignment.

 



 

3                                         NOTICE OF RELEASE AND REASSIGNMENT

 

3.1                               Following the execution of this Deed, the Agent undertakes to send to each Contract Counterparty in respect of an Assigned Contract listed in Schedule 1 of the Borrower Assignment and to the Account Bank a notice of the release of security and reassignment to the Assignor of the Assigned Rights, the Assigned Contracts and the Assigned Accounts created by this Deed substantially in the form set out in the Schedule to this Deed.

 

4                                         FURTHER ASSURANCE

 

The Agent covenants with the Assignor that, upon the Assignor’s written request and at the sole cost of the Assignor, 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 and the reassignment of the Assigned Rights, the Assigned Contracts and the Assigned Accounts contained in this Deed.

 

5                                         COUNTERPARTS

 

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

 

6                                         GOVERNING LAW

 

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

 

7                                         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

)

/s/ Nicholas Sherriff

by KNIGHTSBRIDGE TANKERS LIMITED

)

 

acting by Nicholas Sherriff

)

 

its duly authorised attorney in the presence of:

)

 

 

 

 

Signature of Witness:

/s/ illegible

 

 

 

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SCHEDULE

 

Form of notice of release and reassignment

 

To whom it may concern

 

Dear Sirs

 

Borrower Assignment (the “Assignment”) dated 12 February 1997 made between Knightsbridge Tankers Limited (the “Assignor”) and Goldman Sachs International (“Goldman”) for itself and as agent and trustee for the Finance Parties, as the agency role was transferred from Goldman to The Royal Bank of Scotland plc (the “Agent”)

 

The Agent hereby notifies you that by a deed of release and reassignment dated March 29, 2004 the Agent has:

 

1                                         released the security created by the Assignment; and

 

2                                         reassigned to the Assignor such rights, title and interest in the Assigned Rights, the Assigned Contracts and the Assigned Accounts as were assigned to the Agent pursuant to the Assignment.

 

Capitalised terms not defined here shall have the meaning given to those terms in the Assignment.  This notice shall be governed by English law.

 

Yours faithfully

 

 

 

 

for and on behalf of

The Royal Bank of Scotland plc

 

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