Exhibit 4.41.2


 


 


Date 15 March 2004


 


 


THE
ROYAL BANK OF SCOTLAND PLC


as “Agent”


 


 


- and -


 


 


INWOOD
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 15 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)           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 “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/ 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

  	
   

  	
   

  



 


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