Exhibit 4.33.2


 


DEED OF
RELEASE


 


 


Dated 5
March, 2004


 


 


BETWEEN


 


 


LAWRENCE
TANKERS LDC


 


 


AND


 


 


CALICO
LEASING (GB) LIMITED


(formerly
Natwest Leasing (GB) Limited)


 


 


AND


 


 


THE
ROYAL BANK OF SCOTLAND PLC


 


 


ALLEN & OVERY


London


39625-00022
BK:1237326.2


 

















 


THIS DEED OF RELEASE is dated
               5 March,
2004 between:


 


(1)           LAWRENCE
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 Chargee);


 


(2)           CALICO
LEASING (GB) LIMITED (formerly Natwest Leasing (GB) Limited), a company
incorporated in England and Wales (registered number 1791957) whose office is
at 30 St Mary Axe Avenue, London EC3A 8EP (the Chargor).


 


(3)           THE
ROYAL BANK OF SCOTLAND PLC, registered in Scotland under number SCO90312 whose
registered office is at 36 St. Andrew Square, Edinburgh EH2 2YB (as agent and
trustee for the Finance Parties (as defined in the Lessor Deposit Agreement)
(the Agent).


 


BACKGROUND


 


Under the Lessor Mortgage and Assignment, the Chargor,
as security for the Secured Obligations, mortgaged to the Chargee the Vessel by
way of first priority mortgage and assigned to the Chargee all the Assigned
Rights.


 


IT IS AGREED as follows:


 


1.             INTERPRETATION


 


1.1          Definitions


 


In this Deed:


 


Lessor Mortgage and Assignment means
the lessor mortgage and assignment dated 12th February, 1997 between the
Chargor and the Chargee, relating to one approximately 298,000 dwt double
hulled very large crude carrier m.v. “Macoma” (the Vessel).


 


1.2          Construction


 


(a)           Capitalised
terms defined in the Lessor Mortgage and Assignment (whether expressly or by
incorporation) have, unless expressly defined in this Deed, the same meaning in
this Deed.


 


(b)           The
provisions of Clause 1.2(e) (Construction) of the Lessor Direct Agreement apply
to this Deed as though they were set out in full in this Deed except that
references to the Lessor Direct Agreement are to be construed as references to
this Deed.


 


2.             DISCHARGE, RELEASE
AND REASSIGNMENT


 


(a)           The
Chargee without any warranty or
representation (i) irrevocably and unconditionally releases and
discharges all security created by the Chargor under the Lessor Mortgage and
Assignment, (ii) re-assigns to the Chargor all the Assigned Rights and (ii) releases
the Chargor from all obligations under the Lessor Mortgage and Assignment.


 


(b)           The
Agent consents to the release, discharge and re-assignment referred to in
Clause 2(a).


 

















 


3.             FURTHER ASSURANCE


 


The Chargee shall from time to time execute and do all
such further assurances, deeds, acts and things (including the giving of
notices and the making of any filings and/or registrations consequent upon this
Deed) as the Chargor may reasonably request in writing in connection with the
release and discharge of the Lessor Mortgage and Assignment.


 


4.             COUNTERPARTS


 


This Deed may be executed in any number of
counterparts.  This has the same effect
as if the signatures on the counterparts were on a single copy of the Deed.


 


5.             GOVERNING LAW


 


This Deed is governed by 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.


 


This
Deed has been entered into as a deed on the date stated at the beginning of
this Deed.


 


2

















 


SIGNATORIES


 


 


Chargee


 


	
  EXECUTED
  AS A DEED

  	
  )

  	
  /s/ Nicholas Sherriff

  
	
  for
  and on behalf of

  	
  )

  
	
  LAWRENCE
  TANKERS LDC

  	
  )

  
	
  acting
  by Nicholas Sherriff

  	
  )

  
	
   

  	
  )

  
	
  its
  duly authorised attorney

  	
  )

  
	
  in
  the presence of:

  	
  )

  
	
  /s/
  Kavita Shah

  	
   

  
	
   

  	
   

  
	
  Chargor

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  AS A DEED

  	
  )

  
	
  for
  and on behalf of

  	
  )

  
	
  CALICO
  LEASING (GB) LIMITED

  	
  )

  	
  /s/ Bob Ratcliffe

  
	
  (formerly
  Natwest

  	
  )

  
	
  Leasing
  (GB) Limited)

  	
  )

  
	
  acting
  by Bob Ratcliffe

  	
  )

  
	
   

  	
  )

  
	
  its
  duly authorised attorney

  	
  )

  
	
  in
  the presence of:

  	
  )

  
	
  /s/
  Philip Shaw

  	
   

  
	
   

  	
   

  
	
  Agent

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  AS A DEED

  	
  )

  
	
  for
  and on behalf of

  	
  )

  
	
  THE
  ROYAL BANK OF SCOTLAND

  	
  )

  	
  /s/ Robert J. Manners

  
	
  PLC

  	
  )

  
	
  acting
  by Robert J. Manners

  	
  )

  
	
   

  	
  )

  
	
  its
  duly authorised attorney

  	
  )

  
	
  in
  the presence of:

  	
  )

  
	
  /s/
  illegible

  	
   

  
					



 


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