Exhibit 4.36.3


 


Date
11 March 2004


 


 


KTL HAMPSTEAD, INC.


as
Owner


 


-and-


 


THE ROYAL BANK OF SCOTLAND
plc


as
Lender


 


 


GENERAL ASSIGNMENT


 


 


relating
to m.v. “HAMPSTEAD”


 


 


WATSON, FARLEY & WILLIAMS


London


 

















 


INDEX


 


	
  Clause

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  COVENANT TO PAY

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  ASSIGNMENTS AND
  FLOATING CHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  EARNINGS,
  INSURANCES AND REQUISITION COMPENSATION

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  PROTECTION OF SECURITY

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  ENFORCEABILITY AND
  LENDER’S POWERS

  	
   

  
	
   

  	
   

  	
   

  
	
  9

  	
  APPLICATION OF MONEYS

  	
   

  
	
   

  	
   

  	
   

  
	
  10

  	
  FURTHER ASSURANCES

  	
   

  
	
   

  	
   

  	
   

  
	
  11

  	
  POWER OF ATTORNEY

  	
   

  
	
   

  	
   

  	
   

  
	
  12

  	
  INCORPORATION
  OF LOAN AGREEMENT PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  13

  	
  SUPPLEMENTAL

  	
   

  
	
   

  	
   

  	
   

  
	
  14

  	
  LAW AND JURISDICTION

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTION PAGE

  	
   

  



 

















 


THIS DEED is made on 11 March 2004


 


BETWEEN


 


(1)           KTL HAMPSTEAD, INC., a company incorporated in Liberia whose registered office is at 80
Broad Street, Monrovia, Liberia (the “Owner”); and


 


(2)           THE ROYAL BANK OF SCOTLAND
plc, acting through its office at Shipping Business
Centre, 5-10 Great Tower Street, London EC3P 3HX (the “Lender” which expression
includes its successors and assigns)


 


BACKGROUND


 


(A)          By a loan agreement dated 2 March 2004 and made between (i)
Knightsbridge Tankers Limited (the “Borrower”), (ii) KTL Chelsea, Inc., KTL
Mayfair, Inc., KTL Camden, Inc., KTL Kensington, Inc. and the Owner and (iii)
the Lender it was agreed that the Lender would make available to the Borrower a
facility of up to US$140,000,000 by way of up to five (5) separate advances.


 


(B)           By certain agreements (each a “Daylight Funding Agreement”)
dated        March 2004 and made
between, among others, each New Owner and the Lender it was agreed that the
Lender would advance to each New Owner by way of a single advance and by way of
overdraft a facility of approximately US$40,000000 per New Owner for the
purpose of financing the balance of that New Owner’s obligation to pay the
purchase price of the Ship to be acquired by it in excess of the amount
available for that purpose under the Loan Agreement.  By the guarantee contained in clause 10 of the Loan Agreement
each New Owner guarantees the liabilities of each other New Owner under, inter
alia, its Daylight Funding Agreement.  A
copy of the form of each Daylight Funding Agreement is annexed to the Mortgage
(the “Mortgage”)
marked “B”.


 


(C)           It is one of the conditions precedent to (i) the availability of the
facility under the Loan Agreement and (ii) the facility under the Owner’s
Daylight Funding Agreement that the Owner executes, delivers and registers a
Mortgage and enters into this Deed.


 


(D)          The Owner has executed a Mortgage in favour of the Lender.


 


(E)           This Deed supplements the Loan Agreement and the Mortgage executed
by the Owner and is one of the General Assignments referred to in the Loan
Agreement.


 


IT IS AGREED as follows:


 


1              DEFINITIONS AND INTERPRETATION


 


1.1          Defined
expressions. 
Words and expressions defined in the Loan Agreement shall have the same
meanings when used in this Deed unless the context otherwise requires.


 


1.2          Definitions.  In this Deed, unless the
contrary intention appears:


 


“Charter” 
means any charter relating to the Ship, or other contract for its
employment, whether or not already in existence;


 

















 


“Charter Guarantee” means any guarantee,
bond, letter of credit or other instrument (whether or not already issued)
supporting a Charter;


 


“Loan Agreement”  means the loan agreement dated 2 March 2004 referred to in
Recital (A);


 


“Receiver” 
means any receiver and/or manager (or joint receivers and/or managers)
appointed under Clause 8.3;


 


“Secured Assets”  means those assets of the Owner:


 


(a)           mortgaged or charged by
Clause 3.1; or


 


(b)           covered by the floating
charge in Clause 3.2; or


 


(c)           mortgaged or charged by any
other Finance Document to which the Owner is a party;


 


“Secured Liabilities”  means all liabilities which the Borrower,
the New Owners, the other Security Parties or any of them have, at the date of
this Deed or at any later time or times, to the Lender under or in connection
with any Finance Document or the Master Agreement or any judgment relating to
any Finance Document or the Master Agreement (including, without limitation,
the liabilities of the New Owners as joint and several guarantors of the
liabilities of the Borrower and each other New Owner, as contained in clause 10
of the Loan Agreement); and for this purpose, there shall be disregarded any
total or partial discharge of these liabilities, or variation of their terms,
which is effected by, or in connection with, any bankruptcy, liquidation,
arrangement or other procedure under the insolvency laws of any country; and


 


“Ship” 
means the vessel  “HAMPSTEAD”
documented in the name of the Owner under the laws and flag of the Marshall
Islands under Official Number 2022 and includes any share or interest in that
vessel and its engines, machinery, boats, tackle, outfit, spare gear, fuel,
consumable or other stores, belongings and appurtenances whether on board or
ashore and whether now owned or hereafter acquired.


 


1.3          Application
of construction and interpretation provisions of Loan Agreement.  Clauses 1.2 and 1.5 of the
Loan Agreement apply, with any necessary modifications, to this Deed.


 


1.4          Inconsistency
between Loan Agreement provisions and this Deed.  This Deed shall be read together with the
other Finance Documents, but in case of any conflict between the Loan Agreement
and this Deed, the provisions of the Loan Agreement shall prevail.


 


1.5          Continuing
effect after discharge of Mortgage.  Notwithstanding that this Deed supplements
the Loan Agreement and the Mortgage, it shall continue in full force and effect
after any discharge of the Mortgage.


 


1.6          Inconsistency
between provisions of specific mortgages and this Deed.  Any specific mortgage which
the Owner may effect in respect of any Charter or Charter Guarantee to secure
the Secured Liabilities shall be in addition to this Deed; but in the event of
any conflict between the provisions of such a mortgage and the provisions of
this Deed, the


 


2

















 


provisions of
the mortgage shall prevail; and for this purpose “mortgage” includes assignment
and charge.


 


2              COVENANT TO
PAY


 


2.1          Covenant
to pay Secured Liabilities.  The Owner covenants with the Lender:


 


(a)           duly
and punctually to pay the Secured Liabilities; and


 


(b)           to
observe and perform all its other obligations under the Finance Documents.


 


3              ASSIGNMENTS AND FLOATING CHARGE


 


3.1          Assignments.  The Owner, with full title
guarantee, assigns to the Lender absolutely all rights and interests which now
or at any later time it has to, in or in connection with:


 


(a)           the
Earnings;


 


(b)           the
Insurances;


 


(c)           any
Charter;


 


(d)           any
Charter Guarantee; and


 


(e)           any
Requisition Compensation.


 


Each
Security Interest created by each paragraph in this Clause 3.1 is a separate
and independent Security Interest and if any one of them is to be construed and
categorised as a floating charge that shall not result in the others being so
construed or categorised.


 


3.2          General
floating charge.  As security for payment of the Secured Liabilities, the Owner
charges in favour of the Lender, by way of first floating charge and (where
applicable) with full title guarantee, all its undertaking and all its assets
whatsoever and wheresoever, both present and future, except those assets
mortgaged or charged by Clause 3.1 or by any other Finance Document to which
the Owner is a party.


 


3.3          Continuing
security. 
This Deed shall remain in force until the end of the Security Period as
a continuing security and, in particular:


 


(a)           the
Security Interests created by Clauses 3.1 and 3.2 shall not be satisfied by any
intermediate payment or satisfaction of the Secured Liabilities;


 


(b)           the
Security Interests created by Clauses 3.1 and 3.2, and the rights of the Lender
under this Deed, are only capable of being extinguished, limited or otherwise
adversely affected by an express and specific term in a document signed by or
on behalf of the Lender;


 


(c)           no
failure or delay by or on behalf of the Lender to enforce or exercise a
Security Interest created by Clause 3.1 or Clause 3.2 or a right of the Lender
under this Deed, and no act, course of conduct, acquiescence or failure to act
(or to prevent the Owner from taking certain action) which is inconsistent with
such a Security Interest or such a right or with such a Security Interest being
a fixed security shall preclude or estop the Lender (either permanently or
temporarily) from enforcing or exercising it or result in a Security Interest
expressed to be a fixed security taking effect as a floating security; and


 


3

















 


(d)           this
Deed shall be additional to, and shall not in any way impair or be impaired by:


 


(i)            any
other Security Interest whether in relation to property of the Owner or that of
a third party; or


 


(ii)           any
other right of recourse as against the Owner or any third party,


 


(iii)          which
the Lender now or subsequently has in respect of any of the Secured
Liabilities.


 


3.4          No
obligations imposed on Lender.  The Owner shall remain liable to perform all
obligations connected with the Secured Assets and the Lender shall not, in any
circumstances, have or incur any obligation of any kind in connection with the
Secured Assets.


 


3.5          Notice
of assignment. 
The Owner shall, upon the written request of the Lender, give written
notice (in such form as the Lender shall require) of the assignments contained
in Clause 3.1 to any person from whom any part of the Secured Assets is or may
be due.


 


3.6          Negative
pledge; disposal of assets.  The Owner shall not sell, create any
Security Interest not exclusively securing the Secured Liabilities over or
otherwise dispose of any items of the Secured Assets or any right relating to
any item of the Secured Assets. 
However, this Clause 3.6 does not apply to the assets covered by the
floating charge in Clause 3.2.


 


3.7          Release
of security. 
At the end of the Security Period, the Lender will, at the request and
cost of the Owner, re-assign (without any warranty, representation, covenant or
other recourse) to the Owner such rights as the Lender then has to, or in
connection with, the assets assigned in Clause 3.1 and release the floating
charge created in Clause 3.2.


 


3.8          Insolvency
Act 1986. 
Paragraph 14 of Schedule B1 to the Insolvency Act 1986 applies to the
floating charge created by Clause 3.2 and to any other charge created by this
Deed which is to be construed and categorised as a floating charge.


 


4              EARNINGS, INSURANCES AND REQUISITION COMPENSATION


 


4.1          Receipt
of Earnings. 
The Earnings shall be paid to the Operating Account of the Owner for
application in accordance with clause 17 of the Loan Agreement until an Event
of Default occurs, whereupon:


 


(a)           the
Owner shall forthwith, and the Lender may at any time thereafter, instruct all
persons from whom the Earnings are due to pay them to the Lender or as it may
direct; and


 


(b)           any
sum in respect of Earnings then held by the Owner’s brokers, bankers or other
agents or representatives shall be deemed to have been received by and to be
held by them on trust for the Lender.


 


4.2          Receipt
of Insurances before an Event of Default.  Before an Event of Default occurs, sums
recoverable in respect of the Insurances shall be payable as follows:


 


(a)           any
sum recoverable in respect of a Total Loss under the Insurances against fire
and usual marine risks and war risks shall be paid to the Lender; and


 


4

















 


(b)           any
sum recoverable in respect of a Major Casualty under the Insurances against
fire and usual marine risks and war risks shall be paid to the Lender but so
that:


 


(i)            the
sum received by the Lender shall be paid over to the Owner upon the Owner
providing evidence satisfactory to the Lender that all loss and damage
resulting from the casualty has been properly made good and repaired and that
all repair accounts and other liabilities connected with the casualty have been
paid by the Owner; and


 


(ii)           the
insurers with whom the fire and usual marine risks and war risks insurances are
effected may in the case of any Major Casualty, and with the prior written
consent of the Lender make payment on account of the repairs which are being
carried out; and


 


(c)           any
other sum recoverable under the Insurances against fire and usual marine risks
and war risks shall be paid to the Owner which shall apply it in making good
the loss and fully repairing all damage in respect of which that insurance
money was received; and


 


(d)           any
sum recoverable under the Insurances against protection and indemnity risks
shall be paid direct to the person to whom was incurred the liability to which
such sum relates (or to the Owner in reimbursement to it of moneys expended to
discharge that liability).


 


4.3          Receipt
of Insurances after an Event of Default.  On or after the occurrence of an Event of
Default any sums recoverable under the Insurances shall be payable to the
Lender.


 


4.4          Receipt
of Requisition Compensation.  Any Requisition Compensation shall at all
times be payable to the Lender.


 


5              REPRESENTATIONS AND WARRANTIES


 


5.1          General.  The Owner represents and
warrants to the Lender as follows.


 


5.2          Repetition
of Loan Agreement representations and warranties.  The representations and warranties in clause
11 of the Loan Agreement remain true and not misleading if repeated on the date
of this Deed with reference to the circumstances now existing.


 


5.3          No
Charter. 
Except as disclosed by the Owner to the Lender in writing, the Ship is
not subject to any Charter.


 


5.4          Compliance
with Environmental Laws.  All Environmental Laws relating to its ownership, operation and
management and the business of the Owner (as now conducted and as reasonably
anticipated to be conducted in the future) have been complied with.


 


5.5          No
Environmental Claim.  No Environmental Claim has been made or threatened against the
Owner or otherwise in connection with the Ship.


 


5.6          No Environmental
Incident. 
No Environmental Incident has occurred and no person has claimed that an
Environmental Incident has occurred.


 


5

















 


6              COVENANTS


 


6.1          General.  The Owner shall comply with
the following provisions of this Clause 6 at all times during the Security
Period except as the Lender may otherwise permit.


 


6.2          Insurance
and Ship covenants.  The Owner shall comply with the provisions of clauses 14
(insurance) and 15 (ship covenants) of the Loan Agreement.


 


7              PROTECTION
OF SECURITY


 


7.1          Lender’s
right to protect or maintain security.  The Lender may take any action which it may
think fit for the purpose of protecting or maintaining the security created by
this Deed or for any similar or related purpose.


 


7.2          Lender’s
right to insure, repair etc.  Without limiting the generality of Clause
7.1, if the Owner does not comply with Clause 6, the Lender may:


 


(a)           effect,
replace and renew any Insurances;


 


(b)           arrange
for the carrying out of such surveys and/or repairs of the Ship as it deems
expedient or necessary; and


 


(c)           discharge
any liabilities charged on the Ship, or otherwise relating to or affecting it,
and/or take any measures which the Lender may think expedient or necessary for
the purpose of preventing its arrest and securing its release.


 


8              ENFORCEABILITY AND LENDER’S POWERS


 


8.1          Right
to enforce security.  If an Event of Default occurs and irrespective of whether a
notice has been served under clause 18.2 of the Loan Agreement (and without the
necessity for any court order in any jurisdiction to the effect that an Event
of Default has occurred or that the security constituted by this Deed has
become enforceable):


 


(a)           the
security constituted by this Deed shall immediately become enforceable for all
purposes (including those of paragraph 14 of Schedule B1 of the Insolvency Act
1986); and


 


(b)           the
Lender shall be entitled at any time or times to serve a notice on the Owner
crystallising each charge created by this Deed which is a floating charge; and


 


(c)           the
Lender shall be entitled at any time or times to exercise the powers set out in
this Clause 8 and in any other Finance Document; and


 


(d)           the
Lender shall be entitled at any time or times:


 


(i)            to
exercise the powers possessed by it as assignee of any item of the Secured
Assets conferred by the law of any country or territory in which any item of
the Secured Assets is physically present or deemed to be sited the courts of
which have or claim any jurisdiction in respect of the Owner or any item of the
Secured Assets; and


 


6

















 


(ii)           without
limiting the scope of the Lender’s powers under sub-paragraph (i), to exercise
the powers possessed by it as a creditor or as a person with a Security
Interest in any item of the Secured Assets conferred by English law.


 


8.2          Right
to take possession, sell etc.  On the occurrence of an Event of Default,
the Lender shall be entitled then or at any later times or times:


 


(a)           to
require that all policies and other documents relating to the Insurances
(including details of and correspondence concerning outstanding claims) be
forthwith delivered to or to the order of the Lender;


 


(b)           to
collect, recover and give a good discharge for any moneys or claims forming
part of, or arising in relation to, any item of the Secured Assets and to
permit any brokers through whom collection or recovery is effected to charge
the usual brokerage therefor;


 


(c)           to
take over or commence or defend (if necessary using the name of the Owner) any
claims or proceedings relating to, or affecting, any item of the Secured Assets
which the Lender may think fit and to abandon, release or settle in any way any
such claims or proceedings; and


 


(d)           generally,
to enter into any transaction or arrangement of any kind and to do anything in
relation to any item of the Secured Assets which the Lender may think fit.


 


8.3          Power
to appoint receiver.  The Lender shall have the power, at any time after the Security
Interests created by this Deed have become enforceable, to appoint a receiver
or joint receivers of all the Secured Assets or of such item of the Secured
Assets as may be specified or described in the appointment; and, unless the
appointment otherwise provides, it shall be deemed to cover the whole or
substantially the whole of the Secured Assets.


 


8.4          Administrative
receiver.  If
the appointment of the receiver or the joint receivers under Clause 8.3 covers
the whole or substantially the whole of the Secured Assets, he or they shall be
an administrative receiver or administrative receivers, unless the provisions
of the Insolvency Act 1986 relating to an administrative receiver are not
applicable to a receiver of property of a company such as the Owner.


 


In that
case, section 42 of the Insolvency Act 1986 and Schedule 1 to that Act (general
powers of an administrative receiver) shall nevertheless be deemed to be
incorporated into this Deed with any necessary modifications.


 


8.5          Receivers’
powers in relation to Ship.  Without prejudice to Clause 8.4, it is specifically
declared that, if the appointment of a Receiver comprises the Ship, he shall
have power to commence, defend and settle any proceedings or take any other
steps with a view or relating to the arrest of the Ship or in connection with
any other matter relating to the Ship, to operate the Ship (and to issue bills
of lading and other documents in the name of the Owner), to enter into
charterparties, insurances and other contracts in respect of the Ship, to sell
the Ship and to do all things which appear to the Receiver to be conducive to
or connected with any of the foregoing.


 


8.6          Administrator.  To the intent that the
Lender shall be the holder of a qualifying floating charge in respect of the
Owner’s property for the purposes of the Insolvency Act 1986 and the Enterprise
Act 2002, it is hereby declared that, in addition to the power to appoint


 


7

















 


a receiver or
an administrative receiver contained in Clause 8.3, the Lender shall have
power, after all relevant floating charges have become enforceable, to appoint
an administrator of the Owner or, at the option of the Lender, to apply to the
court for an administration order in respect of the Owner.


 


8.7          Supplementary
provisions regarding Receivers.  The following shall have effect as regards
any Receiver appointed under this Clause 8:


 


(a)           the
appointment shall be by deed or, at the Lender’s option, by a document signed
by any of its officers; and an appointment in respect of some only of the
Secured Assets may later be extended to all or some of the other Secured
Assets;


 


(b)           to the
fullest extent permitted by law, a Receiver shall be the Owner’s agent, and the
Owner shall be responsible, to the exclusion of any liability on the part of
the Lender, for his remuneration and for his contracts, acts and defaults;


 


(c)           the
remuneration of a Receiver and the other terms of his appointment shall be
fixed, and may be revised, by the Lender;


 


(d)           the
Lender may exercise any of the powers conferred by the Finance Documents while
a Receiver is in office and is acting;


 


(e)           the
Owner irrevocably and by way of security appoints every Receiver its attorney
on its behalf and in its name or otherwise to execute or sign any document and
do any act or thing which that Receiver considers necessary or desirable with a
view to or in connection with any exercise or proposed exercise of any of his
powers;


 


(f)            a
Receiver may delegate any of his powers to any person or persons and may do so
on terms authorising successive sub-delegations;


 


(g)           in the
case of joint Receivers, any of their powers may be exercised by any one or
more of them, unless their appointment specifically states the contrary;


 


(h)           in the
event that a Receiver is not an administrative receiver, the Lender may remove
him, with or without appointing another Receiver; and such a removal may be
effected by a document signed by any of the Lender’s officers;


 


(i)            the
Lender may appoint a Receiver to replace a Receiver who has resigned or for any
other reason ceased to hold office;


 


(j)            a
Receiver shall be entitled to retain out of any money received by him such
amounts in respect of his expenses or the following indemnity (or to cover
estimated future expenses or amounts due under the following indemnity) as he
may from time to time agree with the Lender; and


 


(k)           the
Owner shall, on a Receiver’s demand, fully indemnify that Receiver and every
person employed by or acting for him in respect of all claims, expenses,
liabilities and losses which are made or brought against or incurred by that
Receiver or person, or which that Receiver reasonably and with due diligence
estimates that he or such a person may incur, as a result of or in connection
with any action taken or omitted to be taken in relation to the Secured Assets
or any other matter or event relating to the Secured Assets, including any
accident or incident involving or caused by the Ship; and neither a Receiver
nor such


 


8

















 


a person shall
have any liability to the Owner in any circumstances save proven dishonesty on
the part of that Receiver or person himself.


 


8.8          Law of
Property Act 1925 not applicable.  The Owner hereby waives the entitlement
conferred by section 93 of the Law of Property Act 1925 and agrees that section
103 of that Act shall not apply to the security created by this Deed.


 


8.9          No
liability of Lender or Receiver.  Neither the Lender nor any Receiver shall be
obliged to check the nature or sufficiency of any payment received by it or him
under this Deed or to preserve, exercise or enforce any right forming part of,
or relating to, any item of the Secured Assets.


 


9              APPLICATION
OF MONEYS


 


9.1          Application.  All sums received by the
Lender or by a Receiver:


 


(a)           in
respect of the Earnings following a direction made by the Lender under Clause
4.1;


 


(b)           under
the Insurances (except any sum received by the Lender in respect of a Major
Casualty which has been paid over to the Owner under Clause 4.2(b));


 


(c)           in
respect of Requisition Compensation;


 


(d)           in
respect of any transaction or arrangement under Clause 8.1, 8.2, 8.3, 8.5 or
8.7,


 


shall be held by the Lender or the Receiver upon trust
in the first place to pay or discharge any expenses or liabilities (including
any interest) which have been paid or incurred by the Lender or any Receiver in
or connection with the exercise of their respective powers and to apply the
balance in accordance with clause 21 of the Loan Agreement.


 


10           FURTHER
ASSURANCES


 


10.1        Owner’s
obligation to execute further documents etc.  The Owner shall:


 


(a)           execute
and deliver to the Lender (or as it may direct) any assignment, mortgage, power
of attorney, proxy or other document, governed by the law of England or such
other country as the Lender may, in any particular case, specify;


 


(b)           effect
any registration or notarisation, give any notice or take any other step;


 


which the Lender may, by notice to the Owner, specify
for any of the purposes described in Clause 10.2 or for any similar or
related purpose.


 


10.2        Purposes
of further assurances.  The purposes referred to in Clause 10.1 are:


 


(a)           validly
and effectively to create any Security Interest or right of any kind which the
Lender intended should be created by or pursuant to this Deed or any other
Finance Document;


 


(b)           to
create a specific mortgage or assignment of any particular item of the Secured
Assets or otherwise to vest in the Lender the title to any particular item of
the Secured Assets;


 


9

















 


(c)           to
protect the priority, or increase the effectiveness, in any jurisdiction of any
Security Interest which is created, or which the Lender intended should be
created, by or pursuant to the Mortgage, this Deed or any other Finance
Document;


 


(d)           to
enable or assist the Lender or a Receiver to sell or otherwise deal with any
item of the Secured Assets, to transfer title to, or grant any interest or
right relating to, any item of the Secured Assets or to exercise any power
which is referred to in Clause 8.1 above or which is conferred by any Finance
Document;


 


(e)           to
enable or assist the Lender to enter into any transaction to commence, defend
or conduct any proceedings and/or to take any other action relating to any item
of the Secured Assets in any country or under the law of any country.


 


10.3        Terms of
further assurances.  The Lender may specify the terms of any document to be executed
by the Owner under Clause 10.1, and those terms may include any covenants,
powers and provisions which the Lender considers appropriate to protect its or
a Receiver’s interests.


 


10.4        Obligation
to comply with notice.  The Owner shall comply with a notice under Clause 10.1 by the
date specified in the notice.


 


10.5        Additional
corporate action. 
At the same time as the Owner delivers to the Lender any document
executed under Clause 10.1(a), the Owner shall also deliver to the Lender a
certificate signed by 2 of the Owner’s directors which shall:


 


(a)           set
out the text of a resolution of the Owner’s directors specifically authorising
the execution of the document specified by the Lender; and


 


(b)           state
that either the resolution was duly passed at a meeting of the directors
validly convened and held throughout which a quorum of directors entitled to
vote on the resolution was present or that the resolution has been signed by
all the directors and is valid under the Owner’s articles of association or
other constitutional documents.


 


11           POWER OF
ATTORNEY


 


11.1        Appointment.  For the purpose of securing
the Lender’s interest in the Secured Assets and the due and punctual performance
of its obligations to the Lender under this Deed and every other Finance
Document, the Owner irrevocably and by way of security appoints the Lender its
attorney, on behalf of the Owner and in its name or otherwise, to execute or
sign any document and do any act or thing which the Owner is obliged to do
under any Finance Document.


 


11.2        Ratification
of actions of attorney.  For the avoidance of doubt and without limiting the generality of
Clause 11.1, it is confirmed that it authorises the Lender to execute on behalf
of the Owner a document ratifying by the Owner any transaction or action which
the Lender and/or a Receiver has purported to enter into or to take and which
the Lender considers was or might have been outside his powers or otherwise
invalid.


 


11.3        Delegation.  The Lender may sub-delegate
to any person or persons (including a Receiver and persons designated by him)
all or any of the powers (including the discretions) conferred on the Lender by
Clauses 11.1 and/or 11.2, and may do so on terms authorising successive
sub-delegations.


 


10

















 


12           INCORPORATION OF LOAN AGREEMENT PROVISIONS


 


12.1        Incorporation
of specific provisions.  The following provisions of the Loan Agreement apply to this Deed
as if they were expressly incorporated therein with any necessary
modifications:


 


clause 24, no set-off or tax deduction;


 


clause 29, variations and waivers;


 


clause 30, notices;


 


clause 31, supplemental.


 


12.2        Incorporation
of general provisions.  Clause 12.1 is without prejudice to the application to this Deed
of any provision of the Loan Agreement which, by its terms, applies or relates
to the Finance Documents generally.


 


13           SUPPLEMENTAL


 


13.1        No
restriction on other rights.  Nothing in this Deed shall be taken to
exclude or restrict any power, right or remedy which the Lender may at any time
have under:


 


(a)           any
other Finance Document; or


 


(b)           the
law of any country or territory the courts of which have or claim any
jurisdiction in respect of the Owner, the Ship or any other item of the Secured
Assets.


 


13.2        Exercise
of other rights. 
The Lender may exercise any right under this Deed before it has
exercised any right referred to in Clause 13.1(a) or (b) above.


 


13.3        Settlement
or discharge conditional.  Any settlement or discharge under this Deed between the Lender
and the Owner shall be conditional upon no security or payment to the Lender by
the Owner or any other person being set aside, adjusted or ordered to be
repaid, whether under any insolvency law or otherwise.


 


13.4        Third
party rights. 
A person who is not a party to this Deed has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit
of any term of this Deed.


 


14           LAW AND
JURISDICTION


 


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


 


14.2        Exclusive
English jurisdiction.  Subject to Clause 14.3, the courts of England shall have
exclusive jurisdiction to settle any disputes which may arise out of or in
connection with this Deed.


 


14.3        Choice of
forum for the exclusive benefit of the Lender.  Clause 14.2 is for the exclusive benefit of
the Lender, which reserves the rights:


 


11

















 


(a)           to
commence proceedings in relation to any matter which arises out of or in
connection with this Deed in the courts of any country other than England and
which have or claim jurisdiction to that matter; and


 


(b)           to
commence such proceedings in the courts of any such country or countries concurrently
with or in addition to proceedings in England or without commencing proceedings
in England.


 


The Owner shall not commence any proceedings in any
country other than England in relation to a matter which arises out of or in
connection with this Deed.


 


14.4        Process
agent.  The
Owner irrevocably appoints Maritime Recovery Limited at its registered office
for the time being, presently at 20 Salcott Road, PO Box 239, London SW11 6DJ,
to act as its agent to receive and accept on its behalf any process or other
document relating to any proceedings in the English courts which are connected
with this Deed.


 


14.5        Lender’s
rights unaffected. 
Nothing in this Clause 14 shall exclude or limit any right which the
Lender may have (whether under the law of any country, an international
convention or otherwise) with regard to the bringing of proceedings, the
service of process, the recognition or enforcement of a judgment or any similar
or related matter in any jurisdiction.


 


14.6        Meaning
of “proceedings”. 
In this Clause 14, “proceedings” means proceedings of any kind,
including an application for a provisional or protective measure.


 


THIS DEED has been duly executed as a deed on the date stated at the
beginning of this Deed.


 


12

















 


EXECUTION PAGE


 


OWNER


 


	
  EXECUTED AS A DEED

  	
  )

  	
  /s/
  Nicholas Sherriff

  
	
  by KTL
  HAMPSTEAD, INC.

  	
  )

  	
   

  
	
  acting
  by Nicholas Sherriff

  	
  )

  	
   

  
	
  expressly
  authorised in accordance with the

  	
  )

  	
   

  
	
  laws
  of  Liberia

  	
  )

  	
   

  
	
  by
  virtue of a power of attorney granted

  	
  )

  	
   

  
	
  by KTL
  HAMPSTEAD, INC.

  	
  )

  	
   

  
	
  on 2
  March 2004

  	
  )

  	
   

  
	
  such
  execution being witnessed by:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  of witness

  	
   

  	
   

  	
   

  
	
  /s/
  illegible

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVEREDas a DEED

  	
  )

  	
  /s/
  Robert J. Manners

  
	
  by
  the duly authorised attorney of

  	
  )

  	
   

  
	
  THE ROYAL BANK OF
  SCOTLAND plc

  	
  )

  	
   

  
	
  for
  it and on its behalf

  	
  )

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  of witness

  	
   

  	
   

  	
   

  
	
  /s/
  Charmaine Rumbelow

  	
   

  	
   

  	
   

  



 


13