Exhibit
4.42.5


 


Date March 18, 2004


 


THE ROYAL BANK OF SCOTLAND PLC


as “Agent”


 


- and -


 


CEDARHURST 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 18, 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)                                  CEDARHURST 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/ Charmaine Rumbelow

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED AS A DEED

  	
  )

  	
  /s/ Nicholas Sherriff

  
	
  by CEDARHURST 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 Cedarhurst 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 [•] 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

  



 


3