Exhibit
4.42.1


 


Date March 15, 2004


 


 


THE
ROYAL BANK OF SCOTLAND PLC


as “Agent”


 


 


- and -


 


 


INWOOD
TANKERS LDC


as “Assignor”


 












 


DEED
OF RELEASE AND REASSIGNMENT


relating
to a Guarantor 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 15, 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)                                  INWOOD 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 “Assignor”).


 


WHEREAS:


 


(A)                              Pursuant to the Guarantor
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 (i) all the Assigned Rights, the Assigned Contracts and the
Assigned Accounts and (ii) with effect from the end of the Charter Period, all
its rights, title and interest in or to each Post-Delivery Charter, the
Earnings, the Insurances, Requisition Compensation and all moneys payable in
respect of a Total Loss, on the terms therein.


 


(B)                                The Agent has agreed to release the
security created by the Guarantor 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:


 


“Facility
Agreement” means the facility agreement dated 6 February 1997
and made between Knightsbridge Tankers Limited as borrower, the Subsidiaries of
the Borrower 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


 


“Guarantor Assignment” means the guarantor
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.


 


1.2                               Defined expressions. 
Unless otherwise defined herein or the context shall otherwise require,
the meanings ascribed to words and expressions in the Guarantor 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 Guarantor 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
Guarantor 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 Guarantor Assignment.


 

















 


3                                         NOTICE
OF RELEASE AND REASSIGNMENT


 


3.1                               Following the execution of this Deed,
the Agent undertakes to send to each Contract Counterparty (other than the
Lessor) in respect of an Assigned Contract listed in Schedule 1 of the
Guarantor 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/ Martin Bennett

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED AS
  A DEED

  	
  )

  	
  /s/ Nicholas Sherriff

  
	
  by INWOOD TANKERS LDC

  	
  )

  	
   

  
	
  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


 


Guarantor Assignment (the
“Assignment”) dated 12 February 1997 made between Inwood Tankers LDC (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 15, 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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