Exhibit
4.39


 


Dated
2 March 2004


 


 


KNIGHTSBRIDGE TANKERS LIMITED


 


 


-and-


 


 


THE ROYAL BANK OF SCOTLAND plc


 


 


 


MASTER AGREEMENT SECURITY DEED


 


 


relating to a
Loan Agreement dated 2 March 2004


 


 


 


WATSON, FARLEY & WILLIAMS


London


 

















 


INDEX


 


 


CLAUSE


 


	
  1

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  RESTRICTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  FIRST FIXED CHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  FURTHER DOCUMENTATION ETC

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  REPRESENTATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  SUPPLEMENTAL

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  LAW AND JURISDICTION

  	
   

  



 

















 


THIS SECURITY DEED is made on the 2nd day of March 2004


 


BETWEEN


 


(1)           KNIGHTSBRIDGE TANKERS LIMITED, a company incorporated in Bermuda having its registered office at
Par-la-Ville, 14 Par-la-Ville Road, Hamilton HM08, Bermuda (the “Borrower”),
and


 


(2)           THE ROYAL BANK OF SCOTLAND
plc, acting through its office at Shipping Business
Centre at 5-10 Great Tower Street, London EC3P 3HX (the “Lender” which expression
shall include all persons directly or indirectly deriving title under it
(whether by assignment, amalgamation, operation of law or otherwise)).


 


WHEREAS


 


(A)          By a
loan agreement dated 2 March 2004 and made between (i) the Borrower as
borrower, KTL Hampstead, Inc., KTL Chelsea, Inc., KTL Mayfair, Inc., KTL Camden,
Inc. and KTL Kensington, Inc. as owners and (ii) the Lender as lender, the
Lender agreed to make available to the Borrower upon the terms and conditions
therein described a loan of up to One hundred and forty million United States
Dollars (US$140,000,000);


 


(B)           By a
master agreement (on the 1992 ISDA Master Agreement (Multicurrency -
Crossborder) form as modified) dated 2 March 2004 made between the
Borrower and the Lender the Borrower has entered into or may enter into certain
Transactions (as such term is defined in the said Master Agreement) pursuant to
separate Confirmations (as such term is defined in the said Master Agreement)
providing for, amongst other things, the payment of certain amounts by the
Borrower to the Lender.


 


(C)           It is
a condition precedent to the Lender advancing the loan under the said loan
agreement that the Borrower as security for, inter alia, its obligations under
the loan agreement shall execute this Deed.


 


NOW THIS DEED WITNESSETH AND IT
IS HEREBY AGREED as follows:


 


1              DEFINITIONS


 


1.1          In this Deed, unless the context otherwise requires, the following
expressions shall have the following meanings:


 


“Finance
Documents”  means any such document as is defined in the
Loan Agreement as a Security Document (including this Deed and, where the
context so admits, the Loan Agreement itself) or as may from time to time be
executed by any person as security for or as a guarantee of the Secured
Indebtedness or any part thereof as the same may hereafter be supplemented
and/or amended, and references to the “Finance Documents” shall mean all or any
of them as the context so requires;


 


“Loan”  means the sum of One hundred and forty
million Dollars ($140,000,000) first referred to in Recital (A) hereto advanced
or to be advanced by the Lender to the Borrower pursuant to the Loan Agreement
or (as the context may require) the principal amount of such sum outstanding at
any relevant time;


 


“Loan
Agreement”  means the
agreement dated 2 March 2004 and made between the Borrower, KTL Hampstead,
Inc., KTL Chelsea, Inc., KTL Mayfair, Inc., KTL Camden, Inc. and KTL
Kensington, Inc. and the Lender first referred to in Recital (A) hereto as the
same may from time to time hereafter be supplemented and/or amended;


 

















 


“Master
Agreement”  means the
agreement dated 2 March 2004 and made between the Borrower and the Lender
first referred to in Recital (B) hereto as the same may from time to time
hereafter be supplemented and/or amended;


 


“Master
Agreement Liabilities” 
means, at any relevant time, all liabilities actual or contingent,
present or future of the Borrower to the Lender under the Master Agreement;


 


“Secured
Indebtedness”  means the
aggregate of (a) the Loan and interest thereon (and interest on any unpaid
interest thereon and on any other sums of money on which interest is stated in
the Loan Agreement to be payable) and (b) all such expenses, claims,
liabilities, losses, costs, duties, fees, charges or other moneys as are stated
in this Deed to be payable by the Borrower to or recoverable from the Borrower
by the Lender (or in respect of which the Borrower agrees in this Deed to
indemnify the Lender) whether actually or contingently, presently or in the
future together with interest thereon as provided in the Loan Agreement and
this Deed and (c) the Master Agreement Liabilities and (d) all other sums of
money from time to time owing to the Lender under the Finance Documents or any
of them whether actually or contingently, presently or in the future;


 


“Security
Interest”  means:


 


(a)           a
mortgage, charge (whether fixed or floating), pledge, lien, hypothecation,
encumbrance, assignment, trust arrangement, title retention or other distress,
execution, attachment, arrangement or process of any kind having the effect of
security or any other security interest of any kind;


 


(b)           the
security rights of a plaintiff under an action in rem; and


 


(c)           any
arrangement entered into by a person (A) the effect of which is to place
another person (B) in a position which is similar, in economic terms, to the
position in which B would have been had he held a security interest over an
asset of A; but this paragraph (c) does not apply to a right of set off or
combination of accounts conferred by the standard terms of business of a bank
or financial institution;


 


“Security
Period”  means the period
commencing on the date of this Deed and terminating upon discharge of the
security created by the Finance Documents by irrevocable and unconditional
payment in full of the Secured Indebtedness; and


 


“Secured
Property”  means all rights,
title, interest and benefits whatsoever of the Borrower under or in connection
with the Master Agreement including, without limitation, all moneys payable by
the Lender to the Borrower thereunder and all claims for damages in respect of
any breach by the Lender of the Master Agreement.


 


1.2          For the purposes of this Deed an amount shall be deemed to be
outstanding and to be due and payable to the Lender if it is then entitled to
demand payment of that amount, notwithstanding that it has not yet served a
demand.


 


1.3          Clause 1 of the Loan Agreement (Purpose, Definitions and
Interpretation) applies with any necessary modifications for the purposes of
this Deed.


 


2              RESTRICTIONS


 


2.1          During the Security Period:


 


(a)           no
right (present, future or contingent) relating to the Secured Property shall be
capable of being assigned to, or exercised by, a person other than the
Borrower; and


 


2

















 


(b)           the
Borrower shall not attempt to assign any right (present, future or contingent)
relating to the Secured Property;


 


without
the Lender’s prior written consent.


 


2.2          In this Clause references to assignment include the creation, or
permitting to arise, of any form of beneficial interest or Security Interest
and every other kind of disposition.


 


2.3          An act or transaction which is contrary to, or inconsistent with,
this Clause shall be void as regards the Lender.


 


3              FIRST FIXED CHARGE


 


3.1          The Borrower:


 


(a)           with
full title guarantee charges all the Secured Property with the payment of all
the Secured Indebtedness; and


 


(b)           declares
that this shall be a first fixed charge.


 


3.2          Upon the occurrence of an Event of Default the charge shall become
enforceable, and the Lender shall be entitled then or at any later time or
times to appropriate all or any part of the Secured Property in or towards
discharge of the then outstanding Secured Indebtedness, and may do so
notwithstanding that any maturity date attached to any part or parts of the
Secured Property may not yet have arrived.


 


3.3          A certificate signed by a director or other senior officer of the
Lender and which states that on a specified date and (if the certificate also
states this) at a specified time the Lender exercised its rights under this
clause to appropriate a specified amount of Secured Property in the discharge
of a specified amount of the outstanding Secured Indebtedness shall be
conclusive evidence that:


 


(a)           the
Lender’s liabilities in respect of the specified amount of Secured Property;
and


 


(b)           the
specified amount of Secured Indebtedness;


 


were
extinguished and discharged on the specified date and, if so stated, at the
specified time.


 


4              FURTHER DOCUMENTATION ETC


 


4.1          The Borrower shall execute forthwith any document which the Lender
may specify for the purpose of:


 


(a)           supplementing
the rights which this Deed confers on the Lender in relation to the Secured
Property; or


 


(b)           creating
a mortgage of the Secured Property to replace or supplement the charge created
in Clause 3 above; or


 


(c)           registering
or otherwise perfecting this Deed or any mortgage created under paragraph (b)
above; or


 


(d)           ensuring
or confirming the validity of anything done or to be done under this Deed.


 


4.2          The document shall be in the terms specified by the Lender and, in
the case of a mortgage of the Secured Property, those terms may include a
provision entitling the Lender, on or


 


3

















 


after
an Event of Default, to appropriate, or otherwise deal with, the Secured
Property for the purpose of discharging the Secured Indebtedness.


 


4.3          The Borrower shall also forthwith do any act and execute any
document (including a document which amends or replaces this Deed) which the
Lender specifies for the purpose of enabling or assisting the Lender to comply,
in relation to the Secured Property and/or Secured Indebtedness, with any
requirement (legally binding or not) applicable to the Lender and, in
particular, any requirements of a banking supervisory authority with regard to
netting or cash collateral.


 


4.4          For the purpose of securing performance of the Borrower’s
obligations under Clauses 4.1 to 4.3, the Borrower irrevocably appoints the
Lender as its attorney, on its behalf and in its name or otherwise to sign or
execute any document which, in the opinion of the Lender, the Borrower is
obliged, or could be required, to sign or execute under any of those Clauses,
which the Lender considers necessary or convenient for or in connection with
any exercise or intended exercise of any rights which the Lender has under this
Deed or any other purpose connected with this Deed.


 


4.5          The Lender may appoint any person or persons its substitute under
that power of attorney and may also delegate that power of attorney to any
person or persons.


 


4.6          In this clause “mortgage” includes a charge and any other kind of
security.


 


5              REPRESENTATIONS


 


5.1          The Borrower represents and warrants to the Lender as follows:


 


(a)           the
Borrower is the sole owner of the Secured Property and has the right to create
all Security Interests which this Deed purports to create;


 


(b)           the
Borrower has not sold or transferred or (save by this Deed) created any
Security Interest over any of its rights, title or interest to or in the
Secured Property and no third party has or will have any Security Interest or
other interest, right or claim of any kind over, or in relation to, any of the
Secured Property;


 


(c)           the
Borrower has the corporate power, and has taken all necessary corporate action
to authorise it, to execute this Deed, the Loan Agreement and the Master Agreement;
and


 


(d)           nothing
in this Deed will or might result in the Borrower contravening any law or
regulation which is now in force or which has been published but not yet
brought into force or any contractual or other obligation which the Borrower
now has to a third party.


 


6              NOTICES


 


6.1          Clause 30 (Notices) of the Loan Agreement applies to this Deed as if
references to the Loan Agreement were references to this Deed and any other
necessary modifications were made.


 


7              SUPPLEMENTAL


 


7.1          This Deed, including the charge created by Clause 3, shall remain in
force as a continuing security until the Security Period has ended.


 


7.2          The rights of the Lender under this Deed will not be discharged or
prejudiced by:


 


(a)           any
kind of amendment or supplement to the other Finance Documents;


 


4

















 


(b)           any
arrangement or concession, including a rescheduling, which the Lender may make
in relation to any of the Loan Agreement, the Master Agreement and Finance
Documents, or any action by the Lender and/or the Borrower and/or any other
party thereto which is contrary to the terms of the Loan Agreement and Finance
Documents;


 


(c)           any
release or discharge, whether granted by the Lender or effected by the
operation of any law, of all or any of the obligations of the Borrower and/or
any other party thereto under any of the Loan Agreement, the Master Agreement
and Finance Documents;


 


(d)           any
change in the membership and/or control of the Borrower and/or any other party
thereto and/or any merger, demerger or reorganisation involving the Borrower
and/or any other party thereto;


(e)           any
event or matter which is similar to, or connected with, any of the foregoing;


 


and
the rights of the Lender under this Deed do not depend on the Loan Agreement,
the Master Agreement or any of the Finance Documents being or remaining valid.


 


7.3          Nothing in this Deed excludes or restricts any right of set-off,
right to net off payments, or any other right or remedy which the Lender would
have had, apart from this Deed, under the general law, the Loan Agreement, the
Master Agreement and the Finance Documents.


 


7.4          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 terms of this Deed.


 


8              LAW AND JURISDICTION


 


8.1          Clause 32 of the Loan Agreement (Governing Law) applies to this Deed
as if references to the Loan Agreement were references to this Deed and any
other necessary modifications were made.


 


 


IN WITNESS whereof the Borrower has caused this Deed to be duly executed the
day and year first above written.


 


 


	
  EXECUTED and DELIVERED as a DEED

  	
  )

  	
   

  
	
  by Nicholas
  Sherriff

  	
  )

  	
  /s/ Nicholas
  Sherriff

  
	
  the duly
  authorised attorney of

  	
  )

  	
   

  
	
  KNIGHTSBRIDGE TANKERS LIMITED

  	
  )

  	
   

  
	
  for it and
  on its behalf

  	
  )

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  
	
   

  	
  /s/ Kavita
  Shah

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED

  	
  )

  	
   

  
	
  by Robert J.
  Manners

  	
  )

  	
  /s/ Robert
  J. Manners

  
	
  the duly
  authorised attorney of

  	
  )

  	
   

  
	
  THE ROYAL BANK OF SCOTLAND plc

  	
  )

  	
   

  
	
  for it and
  on its behalf

  	
  )

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  
	
   

  	
  /s/ Martin
  Bennett

  	
   

  	
   

  



 


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