Exhibit 4.44.5


 


THE ROYAL BANK OF SCOTLAND PLC


 


15 March 2004


 


To:          KTL
Camden, Inc. (the “Borrower”)


 


Inwood Tankers
LDC (the “Lessee”)


 


Knightsbridge
Tankers Limited (“KTL”)


 


Woodmere
Tankers LDC (“LDC” and, together with KTL, the “Shareholders”)


 


Daylight Overdraft Facility


 


1              We are writing to confirm the terms and conditions on which we, The
Royal Bank of Scotland plc (the “Lender”) are willing to make available to
the Borrower a daylight overdraft facility.


 


2              Words and expressions defined in the Loan Agreement entered into or
to be entered into on or around the date hereof among, inter alios, the Lender,
KTL and the Borrower (as a guarantor) (the “Term Loan Agreement”) shall
have the same meanings when used herein. 
In addition the following words and expressions shall have the following
meaning:


 


“Loan”  means the amount to be advanced to the
Borrower pursuant to this letter agreement or, as the context may require, the
amount advanced and outstanding;


 


3              The Lender hereby agrees to make available to the Borrower a
daylight overdraft facility on the terms and conditions set out below:


 


	
  Amount:

  	
   

  	
  US$34,498,190

  
	
   

  	
   

  	
   

  
	
  Purpose:

  	
   

  	
  to part-finance the purchase by the
  Borrower of its Ship.

  
	
   

  	
   

  	
   

  
	
  Drawdown:

  	
   

  	
  on the date on which the Borrower acquires
  title to its Ship pursuant to the relevant Conditional Sale Agreement
  Transfer and Title Transfer Documents.

  
	
   

  	
   

  	
   

  
	
  Repayment:

  	
   

  	
  on the date of the drawdown.

  
	
   

  	
   

  	
   

  
	
  Conditions Precedent:

  	
   

  	
  satisfaction of the conditions precedent to
  the corresponding Advance under the Loan Agreement, together with such
  further conditions as the Lender shall specify by reasonable notice to the
  Borrower.

  



 

















 


4              The proceeds of the Loan shall be paid direct to the Lessor in
partial satisfaction of the obligation of the Borrower to pay the consideration
due under the relevant Conditional Sale Agreement Transfer, the Borrower hereby
irrevocably authorising and instructing the Lender so to pay the proceeds of
the Loan.


 


5              The Loan shall be repaid to the Lender within London banking hours
on the date of drawdown.


 


6              The proceeds of the Loan, once received by the Lessor, will be paid
and applied as follows:


 


(a)           by the
Lessor to the Lessee as part of the rebate of rental due under the lease of the
Ship between the Lessor and the Lessee; then


 


(b)           by the
Lessee to the Shareholders by way of payment of a dividend; then


 


(c)           by KTL
to the Borrower by way of an equity injection; then


 


(d)           by the
Borrower to the Lender in repayment of the Loan.


 


7              Each of the Lessee, the Shareholders, the Borrower and the Lender
hereby irrevocably agrees that payment of the applicable amount due to it as
referred to in paragraph 6 above will be satisfied by the Lessor making payment
of an equal amount to the Lender.  The
Lessee hereby agrees to give an instruction in writing to the Lessor directing
it to make the payment of the relevant portion of the rebate of rental referred
to in paragraph 6 (a) above to the Lender. 
In particular, this letter agreement shall constitute the instructions
of the Shareholders to the Lessee that the dividends referred to in paragraph
6(b) shall be paid in the manner provided for herein.


 


8              The representations and warranties by the Borrower and KTL contained
in Clause 11 of the Term Loan Agreement shall be re-stated by the Borrower with
all references to “this Agreement” being construed to refer to this letter
agreement.


 


9              Each of the Lessee and LDC represents and warrants to the Lender
that:


 


(a)           it is
duly incorporated and validly existing and in good standing under the laws of
the Cayman Islands;


 


(b)           it has
the corporate capacity, and has taken all corporate action and obtained all
consents, licences, approvals and authorisations necessary for it to perform
its obligations under this letter agreement and make the dividend payment
referred to in paragraph 6 (b) above;


 


(c)           this
letter agreement constitutes its legal, valid and binding obligations
enforceable against the Lessee in accordance with its terms subject to any
relevant insolvency laws affecting creditors’ rights generally;


 


(d)           its
execution of this letter agreement and the payment to be made by it as referred
to herein will not involve or lead to a contravention of any law or regulation,
its constitutional documents or any contractual or other restriction which is
binding on it.


 


10           The
Borrower shall pay to the Lender a fee of $9,000 on the date of drawdown of the
Loan.


 


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11           The
following provisions of the Term Loan Agreement shall, as between the Borrower,
KTL and the Lender, apply to this letter agreement as if, with any necessary
consequential amendments, set out in full:


 


Clause 6
(Default Interest)


 


Clause 12
(General Undertakings)


 


Clause 13
(Corporate and Financial Undertakings)


 


Clause 19
(Payments and Calculations)


 


Clause 22
(Fees and Expenses) (excluding Clause 22.1)


 


Clause 23
(Indemnities) (excluding Clauses 23.4 and 23.8)


 


Clause 24 (No
set-off or tax deduction)


 


Clause 25
(Illegality)


 


Clause 26
(Increased Costs)


 


Clause 27
(Set-off)


 


Clause 28
(Assignments, Transfers and Changes in Lending Office)


 


Clause 29
(Variations and Waivers)


 


Clause 30
(Notices) (and so that notices to and from the Lessee shall be sent
accordingly)


 


Clause 31
(Supplemental)


 


12           This
letter agreement is governed by English law.


 


13           The
parties agree as follows in relation to jurisdiction:


 


(a)           subject
to sub-paragraph (c) below, the courts of England have exclusive jurisdiction
to settle any dispute arising out of, or in connection with, this letter
agreement (including a dispute regarding the existence, validity or termination
of this letter agreement) (a “Dispute”);


 


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(b)           the
Lender, the Borrower, the Lessee and the Shareholders agree that the courts of
England are the most appropriate and convenient courts to settle Disputes and
accordingly none of them will argue to the contrary;


 


(c)           the
Lender shall not be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction.  To
the extent allowed by law, the Lender may take concurrent proceedings in any
number of jurisdictions;


 


(d)           without
prejudice to any other mode of service allowed under any relevant law, each of
the Borrower, the Lessee and the Shareholders:


 


(i)            irrevocably
appoints Maritime Recovery Limited currently of 20 Salcott Road, PO Box 239,
London SW11 6DJ as its agent for service of process in relation to any
proceedings before the English courts in connection with this letter agreement;
and


 


(ii)           agrees
that failure by the process agent to notify it of the process will not
invalidate the proceedings concerned.


 


Please indicate your agreement to this
matters set out in this letter agreement by executing the form of
acknowledgement set out below.


 


 


Yours faithfully


 


 


	
  /s/ Robert J. Manners

  	
   

  
	
  for and on behalf of

  
	
  THE ROYAL BANK OF SCOTLAND PLC

  



 


	
  Witnessed
  by:

  	
  /s/
  Charmaine Rumbelow

  	
   

  
	
   

  



 


We hereby agree to the matters set out in the
above letter and agree to be bound by its terms.


 


 


	
  /s/ Nicholas Sherriff

  	
   

  
	
  for and on behalf of

  
	
  KTL CAMDEN, INC.

  



 


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  /s/ Nicholas Sherriff

  	
   

  
	
  for and on behalf of

  
	
  INWOOD TANKERS LDC

  



 


 


	
  /s/ Nicholas Sherriff

  	
   

  
	
  for and on behalf of

  
	
  KNIGHTSBRIDGE TANKERS LIMITED

  



 


 


	
  /s/ Nicholas Sherriff

  	
   

  
	
  for and on behalf of

  
	
  WOODMERE TANKERS LDC

  



 


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