Exhibit 4.41.5


 


 


Date 29 March 2004


 


 


THE
ROYAL BANK OF SCOTLAND PLC


as “Agent”


 


 


- and -


 


 


WOODMERE
TANKERS LDC


as “Chargor”


 


DEED
OF RELEASE


relating
to a Floating Charge dated 12 February
1997


 

















 


INDEX


 


	
  Clause

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  RELEASE

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  FURTHER
  ASSURANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  GOVERNING
  LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  EXCLUSION OF THIRD
  PARTY RIGHTS

  	
   

  



 


2

















 


THIS DEED OF RELEASE
is made on 29 March 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)           WOODMERE
TANKERS LDC, a company incorporated in the Cayman
Islands whose registered office is at 3rd Floor, CIBC Financial Centre, PO Box
1234, George Town, Grand Cayman Island (the “Chargor”).


 


WHEREAS:


 


(A)          Pursuant
to the Floating Charge, the Chargor charged in favour of the Agent as agent and
trustee for itself and on behalf of the other Finance Parties as security for
the Secured Liabilities all of the assets of the Chargor not otherwise charged
to the Agent under any other Security Document, save for the Chargor’s right,
title and interest in (i) the Suspense Account; (ii) the assets comprised in or
supporting the Lease Senior Security, including, without limitation, the
Account; (iii) the assets comprised in the Permitted Funds; and (iv) the Direct
Support Agreement to which the Chargor is a party.


 


(B)           The
Agent has agreed to release the security created by the Floating Charge.


 


1              DEFINITIONS AND INTERPRETATION


 


1.1          In this Deed the
following definitions apply:


 


“Facility
Agreement” means the facility agreement dated 6 February 1997
and made between the Chargor as borrower, the Subsidiaries of the Chargor 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; and


 


“Floating
Charge” means the floating charge dated 12 February 1997 and made
between the Chargor 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.


 


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


 


2              RELEASE


 


2.1          With effect from
the date of this Deed, the Agent irrevocably and unconditionally releases the
security created by the Floating Charge and releases to the Chargor all of the
right, title and interest of the Agent in or to the Security Assets.


 


3              FURTHER
ASSURANCE


 


The Agent
covenants with the Chargor that, upon the Chargor’s written request and at the
sole cost of the Chargor, it will sign and execute such further deeds or
instruments of


 


3

















 


release, issue
notices or directions and do such things as may reasonably be required to give
effect to the release of security contained in this Deed.


 


4              COUNTERPARTS


 


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


 


5              GOVERNING
LAW


 


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


 


6              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 WOODMERE TANKERS LDC

  	
  )

  	
   

  
	
  acting by Nicholas Sherriff

  	
  )

  	
   

  
	
  its duly authorised attorney in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Witness:

  	
  /s/ illegible

  	
   

  	
   

  



 


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