Exhibit 4.36.2


 


Date
5 March 2004


 


 


KTL CHELSEA, INC.


as
Owner


 


-and-


 


THE ROYAL BANK OF SCOTLAND
plc


as
Lender


 


 


GENERAL ASSIGNMENT


 


 


relating
to m.v. “CHELSEA”


 


 


WATSON, FARLEY & WILLIAMS


London


 

















 


INDEX


 


	
  Clause

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  COVENANT TO PAY

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  ASSIGNMENTS AND
  FLOATING CHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  EARNINGS,
  INSURANCES AND REQUISITION COMPENSATION

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  PROTECTION OF SECURITY

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  ENFORCEABILITY AND
  LENDER’S POWERS

  	
   

  
	
   

  	
   

  	
   

  
	
  9

  	
  APPLICATION OF MONEYS

  	
   

  
	
   

  	
   

  	
   

  
	
  10

  	
  FURTHER ASSURANCES

  	
   

  
	
   

  	
   

  	
   

  
	
  11

  	
  POWER OF ATTORNEY

  	
   

  
	
   

  	
   

  	
   

  
	
  12

  	
  INCORPORATION
  OF LOAN AGREEMENT PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  13

  	
  SUPPLEMENTAL

  	
   

  
	
   

  	
   

  	
   

  
	
  14

  	
  LAW AND JURISDICTION

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTION PAGE

  	
   

  



 

















 


THIS DEED is made on 5 March 2004


 


BETWEEN


 


(1)                                  KTL
CHELSEA, INC., a company incorporated in Liberia
whose registered office is at 80 Broad Street, Monrovia, Liberia (the “Owner”);
and


 


(2)                                  THE
ROYAL BANK OF SCOTLAND plc, acting through its
office at Shipping Business Centre, 5-10 Great Tower Street, London EC3P 3HX
(the “Lender”
which expression includes its successors and assigns)


 


BACKGROUND


 


(A)                              By a loan agreement dated 2 March 2004 and made between (i)
Knightsbridge Tankers Limited (the “Borrower”), (ii) KTL Hampstead, Inc., KTL
Mayfair, Inc., KTL Camden, Inc., KTL Kensington, Inc. and the Owner and (iii)
the Lender it was agreed that the Lender would make available to the Borrower a
facility of up to US$140,000,000 by way of up to five (5) separate advances.


 


(B)                                By certain agreements (each a “Daylight Funding Agreement”)
dated                                                                      2004
and made between, among others, each New Owner and the Lender it was agreed
that the Lender would advance to each New Owner by way of a single advance and
by way of overdraft a facility of approximately US$40,000000 per New Owner for
the purpose of financing the balance of that New Owner’s obligation to pay the
purchase price of the Ship to be acquired by it in excess of the amount
available for that purpose under the Loan Agreement.  By the guarantee contained in clause 10 of the Loan Agreement
each New Owner guarantees the liabilities of each other New Owner under, inter
alia, its Daylight Funding Agreement.  A
copy of the form of each Daylight Funding Agreement is annexed to the Mortgage
(the “Mortgage”)
marked “B”.


 


(C)                                It is one of the conditions precedent to (i) the availability of the
facility under the Loan Agreement and (ii) the facility under the Owner’s
Daylight Funding Agreement that the Owner executes, delivers and registers a
Mortgage and enters into this Deed.


 


(D)                               The Owner has executed a Mortgage in favour of the Lender.


 


(E)                                 This Deed supplements the Loan Agreement and the Mortgage executed
by the Owner and is one of the General Assignments referred to in the Loan
Agreement.


 


IT IS AGREED as follows:


 


1                                         DEFINITIONS AND INTERPRETATION


 


1.1                               Defined expressions.  Words and expressions defined in the Loan
Agreement shall have the same meanings when used in this Deed unless the
context otherwise requires.


 


1.2                               Definitions.  In this Deed, unless the contrary intention appears:


 


“Charter” 
means any charter relating to the Ship, or other contract for its
employment, whether or not already in existence;


 

















 


“Charter Guarantee” means any guarantee,
bond, letter of credit or other instrument (whether or not already issued)
supporting a Charter;


 


“Loan Agreement”  means the loan agreement dated 2 March 2004 referred to in
Recital (A);


 


“Receiver” 
means any receiver and/or manager (or joint receivers and/or managers)
appointed under Clause 8.3;


 


“Secured Assets”  means those assets of the Owner:


 


(a)                                  mortgaged
or charged by Clause 3.1; or


 


(b)                                 covered
by the floating charge in Clause 3.2; or


 


(c)                                  mortgaged
or charged by any other Finance Document to which the Owner is a party;


 


“Secured Liabilities”  means all liabilities which the Borrower,
the New Owners, the other Security Parties or any of them have, at the date of
this Deed or at any later time or times, to the Lender under or in connection with
any Finance Document or the Master Agreement or any judgment relating to any
Finance Document or the Master Agreement (including, without limitation, the
liabilities of the New Owners as joint and several guarantors of the
liabilities of the Borrower and each other New Owner, as contained in clause 10
of the Loan Agreement); and for this purpose, there shall be disregarded any
total or partial discharge of these liabilities, or variation of their terms,
which is effected by, or in connection with, any bankruptcy, liquidation,
arrangement or other procedure under the insolvency laws of any country; and


 


“Ship” 
means the vessel  “CHELSEA”
documented in the name of the Owner under the laws and flag of the Marshall
Islands under Official Number 2036 and includes any share or interest in that
vessel and its engines, machinery, boats, tackle, outfit, spare gear, fuel,
consumable or other stores, belongings and appurtenances whether on board or
ashore and whether now owned or hereafter acquired.


 


1.3                               Application of construction and interpretation provisions of Loan
Agreement. 
Clauses 1.2 and 1.5 of the Loan Agreement apply, with any necessary
modifications, to this Deed.


 


1.4                               Inconsistency between Loan Agreement provisions and this Deed.  This Deed shall be read
together with the other Finance Documents, but in case of any conflict between
the Loan Agreement and this Deed, the provisions of the Loan Agreement shall
prevail.


 


1.5                               Continuing effect after discharge of Mortgage.  Notwithstanding that this
Deed supplements the Loan Agreement and the Mortgage, it shall continue in full
force and effect after any discharge of the Mortgage.


 


1.6                               Inconsistency between provisions of specific mortgages and this
Deed.  Any
specific mortgage which the Owner may effect in respect of any Charter or
Charter Guarantee to secure the Secured Liabilities shall be in addition to
this Deed; but in the event of any conflict between the provisions of such a
mortgage and the provisions of this Deed, the


 


2

















 


provisions of
the mortgage shall prevail; and for this purpose “mortgage” includes assignment
and charge.


 


2                                         COVENANT TO
PAY


 


2.1                               Covenant to pay Secured Liabilities.  The Owner covenants with the Lender:


 


(a)                                  duly and punctually to pay the Secured Liabilities; and


 


(b)                                 to observe and perform all its other obligations under the Finance
Documents.


 


3                                         ASSIGNMENTS AND FLOATING CHARGE


 


3.1                               Assignments.  The Owner, with full title guarantee, assigns to the Lender
absolutely all rights and interests which now or at any later time it has to,
in or in connection with:


 


(a)                                  the Earnings;


 


(b)                                 the Insurances;


 


(c)                                  any Charter;


 


(d)                                 any Charter Guarantee; and


 


(e)                                  any Requisition Compensation.


 


Each
Security Interest created by each paragraph in this Clause 3.1 is a separate
and independent Security Interest and if any one of them is to be construed and
categorised as a floating charge that shall not result in the others being so
construed or categorised.


 


3.2                               General floating charge.  As security for payment of the Secured
Liabilities, the Owner charges in favour of the Lender, by way of first
floating charge and (where applicable) with full title guarantee, all its
undertaking and all its assets whatsoever and wheresoever, both present and
future, except those assets mortgaged or charged by Clause 3.1 or by any other
Finance Document to which the Owner is a party.


 


3.3                               Continuing security.  This Deed shall remain in force until the
end of the Security Period as a continuing security and, in particular:


 


(a)                                  the Security Interests created by Clauses 3.1 and 3.2 shall not be
satisfied by any intermediate payment or satisfaction of the Secured
Liabilities;


 


(b)                                 the Security Interests created by Clauses 3.1 and 3.2, and the
rights of the Lender under this Deed, are only capable of being extinguished,
limited or otherwise adversely affected by an express and specific term in a
document signed by or on behalf of the Lender;


 


(c)                                  no failure or delay by or on behalf of the Lender to enforce or
exercise a Security Interest created by Clause 3.1 or Clause 3.2 or a right of
the Lender under this Deed, and no act, course of conduct, acquiescence or
failure to act (or to prevent the Owner from taking certain action) which is
inconsistent with such a Security Interest or such a right or with such a
Security Interest being a fixed security shall preclude or estop the Lender
(either permanently or temporarily) from enforcing or exercising it or result
in a Security Interest expressed to be a fixed security taking effect as a
floating security; and


 


3

















 


(d)                                 this Deed shall be additional to, and shall not in any way impair or
be impaired by:


 


(i)                                     any other Security Interest whether in relation to property of the
Owner or that of a third party; or


 


(ii)                                  any other right of recourse as against the Owner or any third party,


 


(iii)                               which the Lender now or subsequently has in respect of any of the
Secured Liabilities.


 


3.4                               No obligations imposed on Lender.  The Owner shall remain liable to perform all
obligations connected with the Secured Assets and the Lender shall not, in any
circumstances, have or incur any obligation of any kind in connection with the
Secured Assets.


 


3.5                               Notice of assignment.  The Owner shall, upon the written request of
the Lender, give written notice (in such form as the Lender shall require) of
the assignments contained in Clause 3.1 to any person from whom any part of the
Secured Assets is or may be due.


 


3.6                               Negative pledge; disposal of assets.  The Owner shall not sell, create any
Security Interest not exclusively securing the Secured Liabilities over or
otherwise dispose of any items of the Secured Assets or any right relating to
any item of the Secured Assets.  However,
this Clause 3.6 does not apply to the assets covered by the floating charge in
Clause 3.2.


 


3.7                               Release of security.  At the end of the Security Period, the
Lender will, at the request and cost of the Owner, re-assign (without any
warranty, representation, covenant or other recourse) to the Owner such rights
as the Lender then has to, or in connection with, the assets assigned in Clause
3.1 and release the floating charge created in Clause 3.2.


 


3.8                               Insolvency Act 1986.  Paragraph 14 of Schedule B1 to the
Insolvency Act 1986 applies to the floating charge created by Clause 3.2 and to
any other charge created by this Deed which is to be construed and categorised
as a floating charge.


 


4                                         EARNINGS, INSURANCES AND REQUISITION COMPENSATION


 


4.1                               Receipt of Earnings.  The Earnings shall be paid to the Operating
Account of the Owner for application in accordance with clause 17 of the Loan
Agreement until an Event of Default occurs, whereupon:


 


(a)                                  the Owner shall forthwith, and the Lender may at any time
thereafter, instruct all persons from whom the Earnings are due to pay them to
the Lender or as it may direct; and


 


4

















 


(b)                                 any sum in respect of Earnings then held by the Owner’s brokers,
bankers or other agents or representatives shall be deemed to have been
received by and to be held by them on trust for the Lender.


 


4.2                               Receipt of Insurances before an Event of Default.  Before an Event of Default
occurs, sums recoverable in respect of the Insurances shall be payable as
follows:


 


(a)                                  any sum recoverable in respect of a Total Loss under the Insurances
against fire and usual marine risks and war risks shall be paid to the Lender;
and


 


(b)                                 any sum recoverable in respect of a Major Casualty under the
Insurances against fire and usual marine risks and war risks shall be paid to
the Lender but so that:


 


(i)                                     the sum received by the Lender shall be paid over to the Owner upon
the Owner providing evidence satisfactory to the Lender that all loss and
damage resulting from the casualty has been properly made good and repaired and
that all repair accounts and other liabilities connected with the casualty have
been paid by the Owner; and


 


(ii)                                  the insurers with whom the fire and usual marine risks and war risks
insurances are effected may in the case of any Major Casualty, and with the
prior written consent of the Lender make payment on account of the repairs
which are being carried out; and


 


(c)                                  any other sum recoverable under the Insurances against fire and
usual marine risks and war risks shall be paid to the Owner which shall apply
it in making good the loss and fully repairing all damage in respect of which
that insurance money was received; and


 


(d)                                 any sum recoverable under the Insurances against protection and
indemnity risks shall be paid direct to the person to whom was incurred the
liability to which such sum relates (or to the Owner in reimbursement to it of
moneys expended to discharge that liability).


 


4.3                               Receipt of Insurances after an Event of Default.  On or after the occurrence
of an Event of Default any sums recoverable under the Insurances shall be
payable to the Lender.


 


4.4                               Receipt of Requisition Compensation.  Any Requisition Compensation shall at all
times be payable to the Lender.


 


5                                         REPRESENTATIONS AND WARRANTIES


 


5.1                               General.  The Owner represents and warrants to the Lender as follows.


 


5.2                               Repetition of Loan Agreement representations and warranties.  The representations and
warranties in clause 11 of the Loan Agreement remain true and not misleading if
repeated on the date of this Deed with reference to the circumstances now
existing.


 


5.3                               No Charter.  Except as disclosed by the Owner to the Lender in writing, the
Ship is not subject to any Charter.


 


5.4                               Compliance with Environmental Laws.  All Environmental Laws relating to its
ownership, operation and management and the business of the Owner (as now
conducted and as reasonably anticipated to be conducted in the future) have
been complied with.


 


5.5                               No Environmental Claim.  No Environmental Claim has been made or
threatened against the Owner or otherwise in connection with the Ship.


 


5.6                               No Environmental Incident.  No Environmental Incident has occurred and
no person has claimed that an Environmental Incident has occurred.


 


5

















 


6                                         COVENANTS


 


6.1                               General.  The Owner shall comply with the following provisions of this
Clause 6 at all times during the Security Period except as the Lender may
otherwise permit.


 


6.2                               Insurance and Ship covenants.  The Owner shall comply with the provisions
of clauses 14 (insurance) and 15 (ship covenants) of the Loan Agreement.


 


7                                         PROTECTION
OF SECURITY


 


7.1                               Lender’s right to protect or maintain security.  The Lender may take any
action which it may think fit for the purpose of protecting or maintaining the
security created by this Deed or for any similar or related purpose.


 


7.2                               Lender’s right to insure, repair etc.  Without limiting the generality of Clause
7.1, if the Owner does not comply with Clause 6, the Lender may:


 


(a)                                  effect, replace and renew any Insurances;


 


(b)                                 arrange for the carrying out of such surveys and/or repairs of the
Ship as it deems expedient or necessary; and


 


(c)                                  discharge any liabilities charged on the Ship, or otherwise relating
to or affecting it, and/or take any measures which the Lender may think expedient
or necessary for the purpose of preventing its arrest and securing its release.


 


8                                         ENFORCEABILITY AND LENDER’S POWERS


 


8.1                               Right to enforce security.  If an Event of Default occurs and
irrespective of whether a notice has been served under clause 18.2 of the Loan
Agreement (and without the necessity for any court order in any jurisdiction to
the effect that an Event of Default has occurred or that the security
constituted by this Deed has become enforceable):


 


(a)                                  the security constituted by this Deed shall immediately become
enforceable for all purposes (including those of paragraph 14 of Schedule B1 of
the Insolvency Act 1986); and


 


(b)                                 the Lender shall be entitled at any time or times to serve a notice
on the Owner crystallising each charge created by this Deed which is a floating
charge; and


 


(c)                                  the Lender shall be entitled at any time or times to exercise the
powers set out in this Clause 8 and in any other Finance Document; and


 


(d)                                 the Lender shall be entitled at any time or times:


 


(i)                                     to exercise the powers possessed by it as assignee of any item of
the Secured Assets conferred by the law of any country or territory in which
any item of the Secured Assets is physically present or deemed to be sited the
courts of which have or claim any jurisdiction in respect of the Owner or any
item of the Secured Assets; and


 


6

















 


(ii)                                  without limiting the scope of the Lender’s powers under
sub-paragraph (i), to exercise the powers possessed by it as a creditor or as a
person with a Security Interest in any item of the Secured Assets conferred by
English law.


 


8.2                               Right to take possession, sell etc.  On the occurrence of an Event of Default,
the Lender shall be entitled then or at any later times or times:


 


(a)                                  to require that all policies and other documents relating to the
Insurances (including details of and correspondence concerning outstanding
claims) be forthwith delivered to or to the order of the Lender;


 


(b)                                 to collect, recover and give a good discharge for any moneys or
claims forming part of, or arising in relation to, any item of the Secured
Assets and to permit any brokers through whom collection or recovery is
effected to charge the usual brokerage therefor;


 


(c)                                  to take over or commence or defend (if necessary using the name of
the Owner) any claims or proceedings relating to, or affecting, any item of the
Secured Assets which the Lender may think fit and to abandon, release or settle
in any way any such claims or proceedings; and


 


(d)                                 generally, to enter into any transaction or arrangement of any kind
and to do anything in relation to any item of the Secured Assets which the
Lender may think fit.


 


8.3                               Power to appoint receiver.  The Lender shall have the power, at any time
after the Security Interests created by this Deed have become enforceable, to
appoint a receiver or joint receivers of all the Secured Assets or of such item
of the Secured Assets as may be specified or described in the appointment; and,
unless the appointment otherwise provides, it shall be deemed to cover the
whole or substantially the whole of the Secured Assets.


 


8.4                               Administrative receiver.  If the appointment of the receiver or the joint receivers under
Clause 8.3 covers the whole or substantially the whole of the Secured Assets,
he or they shall be an administrative receiver or administrative receivers,
unless the provisions of the Insolvency Act 1986 relating to an administrative
receiver are not applicable to a receiver of property of a company such as the
Owner.


 


In that
case, section 42 of the Insolvency Act 1986 and Schedule 1 to that Act (general
powers of an administrative receiver) shall nevertheless be deemed to be
incorporated into this Deed with any necessary modifications.


 


8.5                               Receivers’ powers in relation to Ship.  Without prejudice to Clause 8.4, it is specifically
declared that, if the appointment of a Receiver comprises the Ship, he shall
have power to commence, defend and settle any proceedings or take any other
steps with a view or relating to the arrest of the Ship or in connection with
any other matter relating to the Ship, to operate the Ship (and to issue bills
of lading and other documents in the name of the Owner), to enter into
charterparties, insurances and other contracts in respect of the Ship, to sell
the Ship and to do all things which appear to the Receiver to be conducive to
or connected with any of the foregoing.


 


8.6                               Administrator.  To the intent that the Lender shall be the holder of a qualifying
floating charge in respect of the Owner’s property for the purposes of the
Insolvency Act 1986 and the Enterprise Act 2002, it is hereby declared that, in
addition to the power to appoint


 


7

















 


a receiver or
an administrative receiver contained in Clause 8.3, the Lender shall have
power, after all relevant floating charges have become enforceable, to appoint
an administrator of the Owner or, at the option of the Lender, to apply to the
court for an administration order in respect of the Owner.


 


8.7                               Supplementary provisions regarding Receivers.  The
following shall have effect as regards any Receiver appointed under this Clause
8:


 


(a)                                  the appointment shall be by deed or, at the Lender’s option, by a
document signed by any of its officers; and an appointment in respect of some
only of the Secured Assets may later be extended to all or some of the other
Secured Assets;


 


(b)                                 to the fullest extent permitted by law, a Receiver shall be the
Owner’s agent, and the Owner shall be responsible, to the exclusion of any liability
on the part of the Lender, for his remuneration and for his contracts, acts and
defaults;


 


(c)                                  the remuneration of a Receiver and the other terms of his
appointment shall be fixed, and may be revised, by the Lender;


 


(d)                                 the Lender may exercise any of the powers conferred by the Finance
Documents while a Receiver is in office and is acting;


 


(e)                                  the Owner irrevocably and by way of security appoints every Receiver
its attorney on its behalf and in its name or otherwise to execute or sign any
document and do any act or thing which that Receiver considers necessary or
desirable with a view to or in connection with any exercise or proposed
exercise of any of his powers;


 


(f)                                    a Receiver may delegate any of his powers to any person or persons
and may do so on terms authorising successive sub-delegations;


 


(g)                                 in the case of joint Receivers, any of their powers may be exercised
by any one or more of them, unless their appointment specifically states the
contrary;


 


(h)                                 in the event that a Receiver is not an administrative receiver, the
Lender may remove him, with or without appointing another Receiver; and such a
removal may be effected by a document signed by any of the Lender’s officers;


 


(i)                                     the Lender may appoint a Receiver to replace a Receiver who has resigned
or for any other reason ceased to hold office;


 


(j)                                     a Receiver shall be entitled to retain out of any money received by
him such amounts in respect of his expenses or the following indemnity (or to
cover estimated future expenses or amounts due under the following indemnity)
as he may from time to time agree with the Lender; and


 


(k)                                  the Owner shall, on a Receiver’s demand, fully indemnify that
Receiver and every person employed by or acting for him in respect of all
claims, expenses, liabilities and losses which are made or brought against or
incurred by that Receiver or person, or which that Receiver reasonably and with
due diligence estimates that he or such a person may incur, as a result of or
in connection with any action taken or omitted to be taken in relation to the
Secured Assets or any other matter or event relating to the Secured Assets,
including any accident or incident involving or caused by the Ship; and neither
a Receiver nor such


 


8

















 


a person shall
have any liability to the Owner in any circumstances save proven dishonesty on
the part of that Receiver or person himself.


 


8.8                               Law of Property Act 1925 not applicable.  The Owner hereby waives the entitlement
conferred by section 93 of the Law of Property Act 1925 and agrees that section
103 of that Act shall not apply to the security created by this Deed.


 


8.9                               No liability of Lender or Receiver.  Neither the Lender nor any Receiver shall be
obliged to check the nature or sufficiency of any payment received by it or him
under this Deed or to preserve, exercise or enforce any right forming part of,
or relating to, any item of the Secured Assets.


 


9                                         APPLICATION
OF MONEYS


 


9.1                               Application.  All sums received by the Lender or by a Receiver:


 


(a)                                  in respect of the Earnings following a direction made by the Lender
under Clause 4.1;


 


(b)                                 under the Insurances (except any sum received by the Lender in
respect of a Major Casualty which has been paid over to the Owner under Clause
4.2(b));


 


(c)                                  in respect of Requisition Compensation;


 


(d)                                 in respect of any transaction or arrangement under Clause 8.1, 8.2,
8.3, 8.5 or 8.7,


 


shall be held by the Lender or the Receiver upon trust
in the first place to pay or discharge any expenses or liabilities (including
any interest) which have been paid or incurred by the Lender or any Receiver in
or connection with the exercise of their respective powers and to apply the
balance in accordance with clause 21 of the Loan Agreement.


 


10                                  FURTHER
ASSURANCES


 


10.1                        Owner’s obligation to execute further documents etc.  The Owner shall:


 


(a)                                  execute and deliver to the Lender (or as it may direct) any
assignment, mortgage, power of attorney, proxy or other document, governed by
the law of England or such other country as the Lender may, in any particular
case, specify;


 


(b)                                 effect any registration or notarisation, give any notice or take any
other step;


 


which the Lender may, by notice to the Owner, specify
for any of the purposes described in Clause 10.2 or for any similar or
related purpose.


 


10.2                        Purposes of further assurances.  The purposes referred to in Clause 10.1 are:


 


(a)                                  validly and effectively to create any Security Interest or right of
any kind which the Lender intended should be created by or pursuant to this
Deed or any other Finance Document;


 


(b)                                 to create a specific mortgage or assignment of any particular item
of the Secured Assets or otherwise to vest in the Lender the title to any
particular item of the Secured Assets;


 


9

















 


(c)                                  to protect the priority, or increase the effectiveness, in any
jurisdiction of any Security Interest which is created, or which the Lender
intended should be created, by or pursuant to the Mortgage, this Deed or any
other Finance Document;


 


(d)                                 to enable or assist the Lender or a Receiver to sell or otherwise
deal with any item of the Secured Assets, to transfer title to, or grant any
interest or right relating to, any item of the Secured Assets or to exercise
any power which is referred to in Clause 8.1 above or which is conferred by any
Finance Document;


 


(e)                                  to enable or assist the Lender to enter into any transaction to
commence, defend or conduct any proceedings and/or to take any other action
relating to any item of the Secured Assets in any country or under the law of
any country.


 


10.3                        Terms of further assurances.  The Lender may specify the terms of any
document to be executed by the Owner under Clause 10.1, and those terms may
include any covenants, powers and provisions which the Lender considers
appropriate to protect its or a Receiver’s interests.


 


10.4                        Obligation to comply with notice.  The Owner shall comply with a notice under
Clause 10.1 by the date specified in the notice.


 


10.5                        Additional corporate action.  At the same time as the Owner delivers to
the Lender any document executed under Clause 10.1(a), the Owner shall also
deliver to the Lender a certificate signed by 2 of the Owner’s directors which
shall:


 


(a)                                  set out the text of a resolution of the Owner’s directors
specifically authorising the execution of the document specified by the Lender;
and


 


(b)                                 state that either the resolution was duly passed at a meeting of the
directors validly convened and held throughout which a quorum of directors
entitled to vote on the resolution was present or that the resolution has been
signed by all the directors and is valid under the Owner’s articles of
association or other constitutional documents.


 


11                                  POWER OF
ATTORNEY


 


11.1                        Appointment.  For the purpose of securing the Lender’s interest in the Secured
Assets and the due and punctual performance of its obligations to the Lender
under this Deed and every other Finance Document, the Owner irrevocably and by
way of security appoints the Lender its attorney, on behalf of the Owner and in
its name or otherwise, to execute or sign any document and do any act or thing
which the Owner is obliged to do under any Finance Document.


 


11.2                        Ratification of actions of attorney.  For the avoidance of doubt and without
limiting the generality of Clause 11.1, it is confirmed that it authorises the
Lender to execute on behalf of the Owner a document ratifying by the Owner any
transaction or action which the Lender and/or a Receiver has purported to enter
into or to take and which the Lender considers was or might have been outside
his powers or otherwise invalid.


 


11.3                        Delegation.  The Lender may sub-delegate to any person or persons (including a
Receiver and persons designated by him) all or any of the powers (including the
discretions) conferred on the Lender by Clauses 11.1 and/or 11.2, and may do so
on terms authorising successive sub-delegations.


 


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12                                  INCORPORATION OF LOAN AGREEMENT PROVISIONS


 


12.1                        Incorporation of specific provisions.  The following provisions of the Loan
Agreement apply to this Deed as if they were expressly incorporated therein
with any necessary modifications:


 


clause 24, no set-off or tax deduction;


 


clause 29, variations and waivers;


 


clause 30, notices;


 


clause 31, supplemental.


 


12.2                        Incorporation of general provisions.  Clause 12.1 is without prejudice to the
application to this Deed of any provision of the Loan Agreement which, by its
terms, applies or relates to the Finance Documents generally.


 


13                                  SUPPLEMENTAL


 


13.1                        No restriction on other rights.  Nothing in this Deed shall be taken to
exclude or restrict any power, right or remedy which the Lender may at any time
have under:


 


(a)                                  any other Finance Document; or


 


(b)                                 the law of any country or territory the courts of which have or claim
any jurisdiction in respect of the Owner, the Ship or any other item of the
Secured Assets.


 


13.2                        Exercise of other rights.  The Lender may exercise any right under this
Deed before it has exercised any right referred to in Clause 13.1(a) or (b)
above.


 


13.3                        Settlement or discharge conditional.  Any settlement or discharge under this Deed
between the Lender and the Owner shall be conditional upon no security or
payment to the Lender by the Owner or any other person being set aside,
adjusted or ordered to be repaid, whether under any insolvency law or
otherwise.


 


13.4                        Third party rights.  A person who is not a party to this Deed has
no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or
to enjoy the benefit of any term of this Deed.


 


14                                  LAW AND
JURISDICTION


 


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


 


14.2                        Exclusive English jurisdiction.  Subject to Clause 14.3, the courts of
England shall have exclusive jurisdiction to settle any disputes which may
arise out of or in connection with this Deed.


 


14.3                        Choice of forum for the exclusive benefit of the Lender.  Clause 14.2 is for the
exclusive benefit of the Lender, which reserves the rights:


 


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(a)                                  to commence proceedings in relation to any matter which arises out
of or in connection with this Deed in the courts of any country other than
England and which have or claim jurisdiction to that matter; and


 


(b)                                 to commence such proceedings in the courts of any such country or
countries concurrently with or in addition to proceedings in England or without
commencing proceedings in England.


 


The Owner shall not commence any proceedings in any
country other than England in relation to a matter which arises out of or in
connection with this Deed.


 


14.4                        Process agent.  The Owner irrevocably appoints Maritime Recovery Limited at its
registered office for the time being, presently at 20 Salcott Road, PO Box 239,
London SW11 6DJ, to act as its agent to receive and accept on its behalf any
process or other document relating to any proceedings in the English courts
which are connected with this Deed.


 


14.5                        Lender’s rights unaffected.  Nothing in this Clause 14 shall exclude or
limit any right which the Lender may have (whether under the law of any
country, an international convention or otherwise) with regard to the bringing
of proceedings, the service of process, the recognition or enforcement of a
judgment or any similar or related matter in any jurisdiction.


 


14.6                        Meaning of “proceedings”.  In this Clause 14, “proceedings” means
proceedings of any kind, including an application for a provisional or
protective measure.


 


THIS DEED has been duly executed as a deed on the date stated at the
beginning of this Deed.


 


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EXECUTION PAGE


 


OWNER


 


	
  EXECUTED AS A DEED

  	
  )

  	
  /s/
  Nicholas Sherriff

  
	
  by KTL
  CHELSEA, INC.

  	
  )

  	
   

  
	
  acting
  by Attorney-in-fact

  	
  )

  	
   

  
	
  expressly
  authorised in accordance with the

  	
  )

  	
   

  
	
  laws
  of  Liberia

  	
  )

  	
   

  
	
  by
  virtue of a power of attorney granted

  	
  )

  	
   

  
	
  by KTL
  CHELSEA, INC.

  	
  )

  	
   

  
	
  on 2
  March 2004

  	
  )

  	
   

  
	
  such
  execution being witnessed by:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  of witness

  	
  /s/
  Kavita Shah

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVEREDas a DEED

  	
  )

  	
  /s/
  Robert J. Manners

  
	
  by
  the duly authorised attorney of

  	
  )

  	
   

  
	
  THE ROYAL BANK OF
  SCOTLAND plc

  	
  )

  	
   

  
	
  for
  it and on its behalf

  	
  )

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  of witness

  	
  /s/
  Daniel Perrott

  	
   

  	
   

  



 


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