Exhibit
4.43


 


Date March 29, 2004


 


 


THE ROYAL BANK OF SCOTLAND PLC


as “Agent”


 


- and -


 


KNIGHTSBRIDGE TANKERS LIMITED


as “Chargor”


 












 


DEED OF RELEASE


relating to a Mortgage of
Shares dated 12  February


1997


 












 

















 


INDEX


 


	
  Clause

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  RELEASE

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  FURTHER ASSURANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  EXCLUSION OF THIRD
  PARTY RIGHTS

  	
   

  



 


2

















 


THIS DEED OF RELEASE is made on March 29, 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
Mortgage of Shares, the Chargor, as security for the Secured Liabilities:


 


(i)                                     mortgaged and charged the Shares to the Agent,
by way of a first legal mortgage; and


 


(ii)                                  (subject to Clause 6 of the Mortgage of Shares)
mortgaged and agreed to mortgage and charge to the Agent by way of a first
legal mortgage (a) all dividends paid or payable after the date of the Mortgage
of Shares on all or any of the shares, (b) all stocks, shares, securities,
rights, moneys or property accruing or offered at any time (whether by way of
redemption, bonus, preference, option rights or otherwise) to or in respect of
any of the Shares or in substitution or exchange for or otherwise derived from,
any of the Shares and (c) all dividends, interest or other income in respect of
any such asset as is referred to in (b) of this paragraph (ii).


 


(B)           The Agent has agreed
to release the security created by the Mortgage of Shares.


 


2                                         DEFINITIONS
AND INTERPRETATION


 


2.1                               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


 


“Mortgage of
Shares” means the mortgage of shares 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.


 


2.2                               Defined expressions. 
Unless otherwise defined herein or the context shall otherwise require,
the meanings ascribed to words and expressions in the Mortgage of Shares shall
have the same meanings in this Deed (including in the Recitals hereto).


 


2.3                               Construction.  The provisions of Clause 1.2
(Interpretation) of the Mortgage of Shares apply, with any necessary
modifications, to this Deed.


 


3                                         RELEASE


 


3.1                               With effect from the date of this
Deed, the Agent irrevocably and unconditionally releases the security created
by the Mortgage of Shares and releases to the Chargor all of the right, title
and interest of the Agent in or to the Security Assets.


 


3

















 


4                                         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.


 


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 KNIGHTSBRIDGE TANKERS LIMITED

  	
  )

  	
   

  
	
  acting by Nicholas Sherriff

  	
  )

  	
   

  
	
  its duly authorised attorney
  in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Witness:

  	
  /s/ illegible

  	
   

  	
   

  
					



 


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