Exhibit 4.41.1


 


Date
29 March 2004


 


 


THE ROYAL BANK OF SCOTLAND PLC


as
“Agent”


 


-
and -


 


 


KNIGHTSBRIDGE TANKERS LIMITED


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)                                  KNIGHTSBRIDGE TANKERS LIMITED, a company
incorporated in Bermuda whose registered office is at Par-la-Ville Place, 14
Par-la-Ville Road, Hamilton HM08, Bermuda (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 the Excluded Account.


 


(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 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.


 


3

















 


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

  	
   

  	
   

  
	
  by KNIGHTSBRIDGE TANKERS LIMITED

  	
  )

  	
  /s/ Nicholas Sherriff

  
	
  acting by Nicholas
  Sherriff

  	
  )

  	
   

  
	
  its duly authorised
  attorney in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Witness:

  	
  /s/ illegible

  	
   

  	
   

  



 


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