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

  	
   

  



 


2

















 


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

  	
   

  	
   

  
					



 


2

















 


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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