Exhibit 4.37


 


 


Date
2 March 2004


 


 


KNIGHTSBRIDGE TANKERS LIMITED


as
Borrower


 


 


- and -


 


KTL HAMPSTEAD, INC.


KTL CHELSEA, INC.


KTL MAYFAIR, INC.


KTL CAMDEN, INC.


KTL KENSINGTON, INC.


as New
Owners


 


- and -


 


 


THE ROYAL BANK OF SCOTLAND plc


as Bank


 


 


ACCOUNT SECURITY DEED


 


 


relating to a
Loan Agreement dated 2 March 2004


 


 


WATSON Farley &
WILLIAMS


London


 

















 


INDEX


 


 


	
  Clause

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  FIRST FIXED CHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  RESTRICTIONS
  ON REPAYMENT AND TRANSFER OF CREDIT BALANCES

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  LENDER’S RIGHTS OF SET OFF

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  CURRENCY CONVERSION

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  FURTHER DOCUMENTATION ETC

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  SUPPLEMENTAL

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  INCORPORATION
  OF LOAN AGREEMENT PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  9

  	
  LAW AND JURISDICTION

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTION PAGE

  	
   

  



 

















 


THIS     DEED is made on 2 March 2004


 


BETWEEN


 


(1)           KNIGHTSBRIDGE TANKERS LIMITED, a company incorporated in Bermuda whose registered office is at
Par-la-Ville, 14 Par-la-Ville Road, Hamilton HM08, Bermuda (the “Borrower”);
and


 


(2)           KTL HAMPSTEAD, INC., KTL
CHELSEA, INC., KTL MAYFAIR, INC., KTL CAMDEN, INC. and KTL KENSINGTON, INC., each a company incorporated in the Republic of Liberia whose
registered office is at Broad Street, Monrovia, Liberia (each a “New Owner”
and together the “New Owners”);


 


(3)           THE ROYAL BANK OF SCOTLAND
plc, acting through its office at Shipping Business
Centre, 5-10 Great Tower Street, London EC3P 3HX (the “Lender”).


 


BACKGROUND


 


(A)          By a loan agreement (the “Loan Agreement”) dated
2 March 2004 and made between (i) the Borrower, (ii) the New Owners 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)           Under the Loan Agreement the Borrower has opened,
and is to maintain, with the Lender:


 


(i)            an
account designated “Knightsbridge Tankers Retention Account” with account
number KNTAREAC USD1 (the “Retention Account”); and


 


(ii)           an
account designed “Knightsbridge Tankers Operating Account” with account number
KNTAOPAC USD1 (the “Operating Account”).


 


(C)           It is one of the conditions precedent to the
availability of the facility under the Loan Agreement that the Borrower and the
New Owners executes this Deed.


 


(D)          The Lender enters into this Deed in the following
capacities:


 


(i)            as
the bank with which the Accounts will be maintained; and


 


(ii)           as the
Lender under the Loan Agreement.


 


IT IS AGREED as follows:


 


1              DEFINITIONS


 


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 a contrary intention appears:


 


“Accounts”
means the Operating Account and the Retention Account;


 


“Account Bank”
means the Lender in its capacity as the bank with which the Accounts are
maintained;


 

















 


“Credit
Balance” means, in relation to the Operating Account or the
Retention Account:


 


(a)           the amount for the time
being standing to the credit of that Account; and


 


(b)           any amount received by or
for the account of the Account Bank which, under any of the Finance Documents,
the Account Bank is required to credit to that Account but which the Account
Bank has not yet credited to the Account; and


 


(c)           any interest accrued or
accruing on an amount covered by paragraph (a) or (b) above, whether or not the
interest has been credited to that Account; and


 


“Secured
Liabilities” has the meaning given in Clause 1.1 of the Loan
Agreement.


 


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          Construction of certain terms.  In this Deed:


 


(a)           references
to the Accounts include any other account, whether in Dollars or any other
currency, which may be opened in the place of the accounts referred to in
Recital B above, irrespective of the number or designation of such replacement
account, and any sub-account of that account or such replacement account, and
references to the Accounts shall be construed accordingly;


 


(b)           references
to “outstanding
Secured Liabilities” or “outstanding amounts” include amounts which
are payable at a later date, but exclude amounts the liability to pay which
remains contingent;


 


(c)           an
amount shall be deemed to be outstanding and to be due and payable to the
Lender if it is then entitled to demand payment of that amount, notwithstanding
that no demand has yet been served; and


 


(d)           references
to, or to a provision of, a Finance Document (including the Loan Agreement) are
references to it as amended or supplemented, whether before the date of this
Deed or otherwise, and references to the Secured Liabilities shall be construed
accordingly.


 


2              FIRST FIXED CHARGE


 


2.1          Charges.  The Borrower and the New Owners:


 


(a)           to the
full extent of their interest and with full title guarantee, charge the Credit
Balance on the Operating Account to the Lender as security for the due payment
of the Secured Liabilities;


 


(b)           to the
full extent of their interest and with full title guarantee, charge the Credit
Balance on the Retention Account to the Lender as security for the due payment
of the Secured Liabilities;


 


(c)           declare
that each such charge shall be a first fixed charge; and


 


(d)           declare
that each such charge shall be entirely distinct and independent from the
other.


 


2

















 


2.2          Right to apply Credit Balances. Upon or
at any time after the occurrence of an Event of Default (but without the
necessity for any court order in any jurisdiction to the effect that an Event
of Default has occurred or is continuing or that the security constituted by
this Deed has become enforceable) or, if and to the extent that the Loan Agreement
so permits, before an Event of Default, the Lender shall be entitled to
appropriate all or any part of the Credit Balances on both Accounts or either
of them in or towards the discharge of the then outstanding Secured Liabilities
and the Lender may take any action described in this Clause 2.2 notwithstanding
that any maturity or roll-over date attached to any part or parts of the Credit
Balance may not yet have arrived.


 


2.3          Right to determine order of application of Credit Balances.  If, on any occasion on
which the Lender exercises any of its rights under this Clause 2, the aggregate
amount of the Credit Balances is less than the aggregate amount of the then
outstanding Secured Liabilities (after making, where appropriate, any
conversion under Clause 5), the Lender may exercise those rights in respect of
such of the Secured Liabilities, and in such proportions, as the Lender on that
occasion decides.


 


2.4          Notification of application of Credit Balances.  The Lender shall notify
the Borrower and the New Owners as soon as reasonably practicable after
carrying out a transaction under this Clause 2.


 


2.5          Certification of application of Credit Balances.  A certificate signed by a
director or other senior officer of the Lender and which states that on the date
and (if the certificate also states this) at a specified time the Lender
exercised its rights under this Clause 2 to appropriate a specified amount of
Credit Balance on a specified Account in the discharge of a specified amount of
the then outstanding Secured Liabilities shall be conclusive evidence that the
liabilities of the Account Bank in respect of the specified amount of the
Credit Balance on the specified Account and the specified amount of Secured
Liabilities were extinguished and discharged on the date and, if so stated, at
the specified time.


 


3              RESTRICTIONS ON REPAYMENT AND TRANSFER OF CREDIT
BALANCES


 


3.1          Restriction on payment of Credit Balances. The Borrower covenants not to withdraw or transfer any of the
Credit Balances except to the extent that the Loan Agreement so permits but
subject nevertheless to Clause 3.2.


 


3.2          Assignment of Credit Balances not permitted.  During the Security Period,
the Borrower or any New Owner shall not attempt to assign any right (future or
contingent) relating to the Credit Balance on either Account without the
Lender’s prior written consent.


 


3.3          Meaning of “assignment”.  In this Clause 3 references to assignment
include the creation, or permitting to arise, of any form of beneficial or
security interest and every other kind of disposition.


 


4              LENDER’S RIGHTS OF SET OFF


 


4.1          Meaning of “Amount Eligible for Set-Off”.  In this Clause “Amount Eligible for Set-Off”
means any amount which is at the relevant time outstanding (as defined in
Clause 1.4) from the Borrower and any New Owner under any Finance Document to
the Lender.


 


3

















 


4.2          Right to exercise set-off.  The Lender may exercise the rights set out
in the following provisions of this Clause 4:


 


(a)           upon
or at any time after the occurrence of an Event of Default (but without the
necessity for any court order in any jurisdiction to the effect that an Event
of Default has occurred or is continuing or that the security constituted by
this Deed has become enforceable) or, if and to the extent that the Loan
Agreement so permits, before an Event of Default; and


 


(b)           notwithstanding
that any maturity or roll-over date attached to any part or parts of the Credit
Balances may not yet have arrived.


 


4.3          Exercise of set-off.  The Lender may, by notice to the Borrower
and the New Owners, set off all or any part of the Credit Balances on both
Accounts or either of them against all or any part of the Amounts Eligible for
Set-Off.


 


4.4          Effect of exercise of set-off.  A set-off under Clause 4.3 shall:


 


(a)           extinguish
and discharge (and not merely provide a defence to an action for):


 


(i)            the
liabilities of the Account Bank in respect of the Credit Balances; and


 


(ii)           the
Secured Liabilities,


 


which
are the subject of the set-off; and


 


(b)           be
deemed to be completed upon the service of a notice by the Lender to the
Borrower and the New Owners which states that the set-off has been effected and
which gives brief particulars of the Credit Balances and the Secured
Liabilities involved.


 


4.5          Right to determine order of application of Credit Balances.  If, on any occasion on
which the Lender exercises its rights under this Clause 4, the aggregate amount
of the Credit Balances is less than the aggregate of the Amounts Eligible for
Set-Off (after making, where appropriate, any conversion under Clause 5), the
Lender may exercise those rights in respect of such of the Amounts Eligible for
Set-Off, and in such proportions, as the Lender on that occasion decides.


 


4.6          Certification of application of Credit Balances.  A certificate signed by a
director or other senior officer of the Lender and which states that a notice
of set-off of which a copy is attached to the certificate was served (or under
Clause 7 is deemed to have been served) by the Lender on the Borrower and the
New Owners on a specified date, and (if the certificate also states this) at or
before a specified time, shall be conclusive evidence that the liabilities of
the Account Bank in respect of the Credit Balances, and the Secured Liabilities,
which were referred to in the notice were extinguished and discharged on the
specified date and (if the certificate so states) at or before the specified
time.


 


4.7          Independent rights.  The Lender’s rights under this Clause 4 are
in addition to, and entirely separate from, and exercisable independently of,
its rights under Clause 2.


 


5              CURRENCY CONVERSION


 


5.1          Right to convert Credit Balances.  For the purposes of this Deed:


 


4

















 


(a)           the
Account Bank may convert into a different currency or currencies all or any
part or parts of the Credit Balance on both or either of the Accounts;


 


(b)           the
Account Bank may credit to different sub-accounts comprised in each or either
Account parts of the Credit Balance on that Account which are denominated in
different currencies; and


 


(c)           the
Lender may convert into a different currency or currencies all or any part or
parts of the Secured Liabilities (including Amounts Eligible for Set-Off).


 


5.2          Rate of conversion.  Such a conversion shall be at the rate which
the Account Bank or (as the case may be) the Lender determines to be the rate
at or about the time of conversion at which it is or has been offering to
purchase the currency in which the amount was previously denominated with the
currency into which it is to be the converted.


 


5.3          Meaning of “conversion”.  In this Deed “conversion” includes a
translation without an actual currency transaction; but references in this Deed
to a transaction under this clause include such a translation.


 


5.4          Construction of certain terms.  References in this Deed to the Credit
Balances, the Secured Liabilities and the Amounts Eligible for Set-Off include
references to the amount produced by any conversion of them under this Clause
5.


 


5.5          Notification of conversion.  The Account Bank or, as the case may be, the
Lender shall notify the Borrower and the New Owners as soon as reasonably
practicable after carrying out a transaction under this Clause.


 


6              FURTHER DOCUMENTATION ETC


 


6.1          Obligation to execute further documents etc.  The Borrower and the New
Owners shall execute forthwith any document which the Lender may specify for
the purpose of:


 


(a)           supplementing
the rights which this Deed confers on the Lender in relation to the Credit
Balances;


 


(b)           registering
or otherwise perfecting this Deed; or


 


(c)           ensuring
or confirming the validity of anything done or to be done under this Deed.


 


6.2          Terms of further assurances.  Any document to be executed pursuant to
Clause 6.1 shall be in the terms specified by the Lender and, in the case of a
mortgage of the Credit Balances, those terms may include a provision entitling
the Lender, on or after an Event of Default, to deal with the Credit Balances
in any way it considers appropriate for the purpose of discharging the Secured
Liabilities.


 


6.3          Further obligations of Borrower and the New Owners.  The Borrower and the New
Owners shall also forthwith do any act and execute any document (including a
document which amends or replaces this Deed) which the Lender specifies for the
purpose of enabling or assisting the Account Bank or the Lender to comply, in
relation to the Credit Balances, the Accounts and/or the Secured Liabilities,
with any requirement (legally binding or not) applicable to the Account Bank or
the Lender and, in particular, any requirements of a banking supervisory
authority with regard to netting or cash collateral.


 


5

















 


6.4          Power of attorney in relation to further assurances.  For the purpose of
securing performance of the Borrower and the New Owner’s obligations under
Clauses 6.1 to 6.3, the Borrower and the New Owners irrevocably appoint the
Lender as their attorney, on their behalf and in their name or otherwise, to
sign or execute any document which, in the opinion of the Lender the Borrower
and the New Owners are obliged, or could be required, to sign or execute under
any of those Clauses.


 


6.5          Power of attorney in relation to Accounts.  In addition, for the
purpose of securing the Lender’s interest in the Credit Balances, the Borrower
and the New Owners irrevocably appoint the Lender as their attorney, on their
behalf and in their name or otherwise to require or authorise the Account Bank:


 


(a)           to
open any sub-account within each or either Account;


 


(b)           to
open any other accounts in the name of the Borrower and the New Owners with the
Account Bank; or


 


(c)           to
make any entries on, or transfers to or from, the Accounts and/or any account
opened under paragraph (b) above;


 


which
the Lender considers necessary or convenient for or in connection with any
exercise or intended exercise of any rights which the Lender or the Account
Bank has under this Deed or any other purpose connected with this Deed.


 


6.6          Acts of attorney.  Without limiting its generality, Clause 6.5
entitles the Lender to require or authorise the Account Bank to break the
deposit of the Credit Balances in whole or in part, and to transfer any part or
parts of the Credit Balances to sub-accounts within both or either of the
Accounts denominated in a different currency or currencies and/or  having
a different roll-over date or dates from the rest of the Credit Balances.


 


6.7          Delegation.  The Lender may appoint any person or persons its substitute under
the foregoing powers of attorney and may also delegate the exercise of those
powers of attorney to any person or persons.


 


6.8          Meaning of “mortgage”.  In this Clause 6 “mortgage” includes a charge
and any other kind of security.


 


7              SUPPLEMENTAL


 


7.1          Continuing security.  This Deed, including each of the charges
created by Clause 2, shall remain in force until the end of the Security Period
as a continuing security and, in particular:


 


(a)           the
Security Interests created by Clause 2 shall not be satisfied by any
intermediate payment or satisfaction of the Secured Liabilities;


 


(b)           the
Security Interests created by Clause 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 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 Borrower and any New Owner


 


6

















 


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 stop 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


 


(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 Borrower or any
New Owner or that of a third party; or


 


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


 


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


 


7.2          No restriction on other rights.  Nothing in this Deed excludes or restricts
any form of banker’s lien or right of set off or any other right or remedy
which the Lender or the Account Bank would have had, apart from this Deed,
under the general law, the Account Bank’s terms and conditions relating to
accounts or otherwise.


 


7.3          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.


 


8              INCORPORATION OF LOAN AGREEMENT PROVISIONS


 


8.1          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.


 


8.2          Incorporation of general provisions.  Clause 8.1 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.


 


9              LAW AND JURISDICTION


 


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


 


9.2          Exclusive English jurisdiction.  Subject to Clause 9.3, the courts of England
shall have exclusive jurisdiction to settle any disputes which may arise out of
or in connection with this Deed.


 


9.3          Choice of forum for the exclusive benefit of the Lender.  Clause 9.2 is for the
exclusive benefit of the Lender, which reserves the rights:


 


7

















 


(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
Borrower and each New 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.


 


9.4          Process agent.  The Borrower and each New Owner irrevocably appoints Maritime
Recovery Limited at its registered office for the time being, presently at 20
Salcott Road, P O 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.


 


9.5          Lender’s rights unaffected.  Nothing in this Clause 9 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.


 


9.6          Meaning of “proceedings”.  In this Clause 9, “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.


 


8

















 


EXECUTION PAGE


 


	
  BORROWER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED AS A DEED

  	
  )

  	
  /s/ Nicholas Sherriff

  
	
  by KNIGHTSBRIDGE TANKERS LIMITED

  	
  )

  	
   

  
	
  acting by Nicholas
  Sherriff

  	
  )

  	
   

  
	
  expressly authorised in accordance with

  	
  )

  	
   

  
	
  the laws of Bermuda by virtue of a power of

  	
  )

  	
   

  
	
  attorney granted by KNIGHTSBRIDGE

  	
  )

  	
   

  
	
  TANKERS LIMITED on 2 March 2004

  	
  )

  	
   

  
	
  such execution being

  	
  )

  	
   

  
	
  witnessed by:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of witness

  	
  /s/ Kavita Shah

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NEW OWNERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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/ Kavita Shah

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED AS A DEED

  	
  )

  	
  /s/ Nicholas Sherriff

  
	
  by KTL CHELSEA, INC.

  	
  )

  	
   

  
	
  acting by Nicholas
  Sherriff

  	
  )

  	
   

  
	
  expressly authorised in accordance with

  	
  )

  	
   

  
	
  the laws of Liberia by virtue of a power of

  	
  )

  	
   

  
	
  attorney granted by KTL CHELSEA, INC.

  	
  )

  	
   

  
	
  on 2 March 2004

  	
  )

  	
   

  
	
  such execution being witnessed by :

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of witness

  	
  /s/ Kavita Shah

  	
   

  	
   

  
					



 


 


9

















 


	
  EXECUTED AS A DEED

  	
  )

  	
   

  
	
  by KTL MAYFAIR, INC.

  	
  )

  	
   

  
	
  acting by Nicholas
  Sherriff

  	
  )

  	
  /s/ Nicholas Sherriff

  
	
  expressly authorised in accordance with

  	
  )

  	
   

  
	
  the laws of Liberia by virtue of a power of

  	
  )

  	
   

  
	
  attorney granted by KTL MAYFAIR, INC.

  	
  )

  	
   

  
	
  on 2 March 2004

  	
  )

  	
   

  
	
  such execution being witnessed by:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of witness

  	
  /s/ Kavita Shah

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED AS A DEED

  	
  )

  	
   

  
	
  by KTL CAMDEN, INC.

  	
  )

  	
   

  
	
  acting by Nicholas
  Sherriff

  	
  )

  	
  /s/ Nicholas Sherriff

  
	
  expressly authorised in accordance with

  	
  )

  	
   

  
	
  the laws of Liberia by virtue of a power of

  	
  )

  	
   

  
	
  attorney granted by KTL CAMDEN, INC.

  	
  )

  	
   

  
	
  on) 2 March 2004

  	
  )

  	
   

  
	
  such execution being witnessed by:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of witness

  	
  /s/ Kavita Shah

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED AS A DEED

  	
  )

  	
   

  
	
  by KTL KENSINGTON, INC.

  	
  )

  	
   

  
	
  acting by Nicholas
  Sherriff

  	
  )

  	
  /s/ Nicholas Sherriff

  
	
  expressly authorised in accordance with

  	
  )

  	
   

  
	
  the laws of Liberia by virtue of a power of

  	
  )

  	
   

  
	
  attorney granted by KTL KENSINGTON, INC.

  	
  )

  	
   

  
	
  on) 2 March 2004

  	
  )

  	
   

  
	
  such execution being witnessed by:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of witness

  	
  /s/ Kavita Shah

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as a Deed

  	
  )

  	
  /s/ Robert J. Manners

  
	
  by the duly authorised attorney of

  	
  )

  	
   

  
	
  THE ROYAL BANK OF SCOTLAND plc

  	
  )

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Martin Bennett

  	
   

  	
   

  



 


 


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