DEED OF RELEASE Dated 18 March, 2004 BETWEEN CEDARHURST 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:1225870.3
Exhibit 4.33.3
DEED OF RELEASE
Dated 18 March, 2004
BETWEEN
CEDARHURST TANKERS LDC
AND
CALICO LEASING (GB) LIMITED
(formerly Natwest Leasing (GB) Limited)
AND
THE ROYAL BANK OF SCOTLAND PLC
XXXXX & XXXXX
London
39625-00022 BK:1225870.3
THIS DEED OF RELEASE is dated 18 March, 2004 between:
(1) CEDARHURST TANKERS LDC, a company incorporated in the Cayman Islands whose registered office is at 3rd floor, CIBC Financial Centre, PO Box 1234, Xxxxxx 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 00 Xx Xxxx Xxx Xxxxxx, Xxxxxx XX0X 0XX (the Chargor).
(3) THE ROYAL BANK OF SCOTLAND PLC, registered in Scotland under number SCO90312 whose registered office is at 00 Xx. Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX (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. “Magdala” (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) Xxx 0000.
This Deed has been entered into as a deed on the date stated at the beginning of this Deed.
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SIGNATORIES
Chargee
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EXECUTED AS A DEED |
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/s/ Xxxxxxxx Xxxxxxxx |
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for and on behalf of |
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CEDARHURST TANKERS LDC |
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acting by Xxxxxxxx Xxxxxxxx |
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its duly authorised attorney |
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in the presence of: |
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/s/ illegible |
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Chargor |
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EXECUTED AS A DEED |
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/s/ Xxx Xxxxxxxxx |
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for and on behalf of |
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CALICO LEASING (GB) LIMITED |
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(formerly Natwest |
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Leasing (GB) Limited) |
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acting by Xxx Xxxxxxxxx |
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its duly authorised attorney |
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in the presence of: |
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/s/ X.X. Xxxx |
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Agent |
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EXECUTED AS A DEED |
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/s/ Xxxxxx X. Xxxxxxx |
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for and on behalf of |
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THE ROYAL BANK OF SCOTLAND |
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PLC |
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acting by Xxxxxx X. Xxxxxxx |
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its duly authorised attorney |
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in the presence of: |
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/s/ Xxxxxxxxx Xxxxxxxx |
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