SUPPLEMENT NO. 3 TO TERM INDENTURE
EXHIBIT
99.3
SUPPLEMENT
NO. 3 TO TERM INDENTURE
THIS
SUPPLEMENT NO. 3 dated as of April 8, 2010 (this "Supplement"), among (i)
CALIFORNIA PETROLEUM TRANSPORT CORPORATION, a Delaware corporation ("CalPetro")
and (ii) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor in
interest to Chemical Trust of California and Chase Manhattan Bank And Trust
Company, National Association (together, the "Predecessor Trustees")), as
Indenture Trustee (the "Indenture Trustee") to the Term Indenture dated as of
April 1, 1995 between CalPetro and the Indenture Trustee (as successor in
interest to the Predecessor Trustees), as supplemented and amended by Supplement
No. 1, dated as of June 28, 2001 and by Supplement No. 2, dated as of the date
hereof (as the same may be amended, supplemented or otherwise modified from time
to time in accordance with its terms, the "Indenture"). Capitalized terms used
herein without definition shall have the respective meanings ascribed thereto
(or incorporated by reference) in the Indenture, which also contains rules of
usage that apply to terms defined therein and herein.
W I T N E S S E T
H:
WHEREAS,
the Indenture provided for the initial issuance of an aggregate principal amount
of $117,900,000 of 8.52% First Preferred Mortgage Notes due 2015 of CalPetro
(the "Notes");
WHEREAS,
the m.t. Front Voyager, a single-hull
Suezmax class crude oil tanker, owned by CalPetro Tankers (Bahamas III) Limited,
(the "Owner"), that serves as part of the collateral for the Notes (the
"Vessel"), is no longer permitted to engage in the seaborne transportation of
crude oil after February 26, 2010, under the environmental regulations of the
International Maritime Organization;
WHEREAS,
Frontline Ltd. ("Frontline"), the manager of the Vessel, has determined that,
given the single-hull structure of the Vessel, efforts to enter into a
replacement charter for the Vessel, as of the date hereof, have failed and no
acceptable replacement charter is expected to be available after the expiration
of the current charter on April 1, 2010;
WHEREAS,
CalPetro, the Owner and Frontline have determined, given that no acceptable
replacement charter is available for the Vessel, that the Vessel should be
released as collateral for the Notes so that it may be delivered and sold on or
after April 1, 2010;
WHEREAS,
Section 10.1(d)(i) of the Indenture requires that CalPetro redeem the Allocated
Principal Amount of Notes at the applicable redemption price plus accrued but
unpaid interest to the date of the redemption if the Vessel is sold, provided
such redemption shall take place on the date which is 90 days after the sale of
the Vessel;
WHEREAS,
Section 10.2 of the Indenture entitles Holders of the Notes to no less than 30
days nor more than 60 days' notice prior to the redemption of the
Notes;
WHEREAS,
pursuant to Section 7.2 of the Indenture, with the consent of a majority in
aggregate principal amount of the Notes at the time outstanding and when
authorized by the Board of Directors of CalPetro, CalPetro and the Indenture
Trustee are authorized to change certain provisions of the
Indenture;
WHEREAS,
holders of 99.92% of the aggregate principal amount of the Notes outstanding
consented to changes to the Indenture and certain collateral agreements in
connection therewith, which changes will permit the sale of the Vessel and the
release of the Vessel as collateral under the Collateral Trust Agreement dated
as of April 5, 1995 among CalPetro, the Owner, the Indenture Trustee, The Bank
of New York Mellon Trust Company, N.A. as collateral trustee (the "Collateral
Trustee"), CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II)
Limited, and CalPetro Tankers (IOM) Limited, as amended by Amendment No.1 dated
as of June 28, 2001, and as further amended by Amendment No. 2 dated as of April
1, 2010 (as the same may be amended, supplemented or otherwise modified from
time to time in accordance with its terms, the "Collateral Agreement"), which
changes will permit the sale of the Vessel in accordance with the provisions of
the Consent Solicitation Statement dated February 17, 2010, distributed to
holders of the Notes (the "Consent Solicitation Statement");
WHEREAS,
certain of the changes approved by Holder of Notes set forth in the Solicitation
Statement Agreement will take effect only if the Vessel is sold for an "Adequate
Bid;" and
WHEREAS,
an "Adequate Bid" is a price such that the net proceeds from the sale of the
Vessel (after deducting fees and expenses of the termination and sale) together
with any termination payments paid in connection with the previous and current
charter of the Vessel that are held by the Collateral Trustee pursuant to the
Collateral Trust Agreement are sufficient to redeem the Allocated Principal
Amount of Notes at a redemption price equal to the greater of (x) the sum of (A)
an amount equal to 100% of the Allocated Principal Amount and (B) the Make-Whole
Premium or (y) the applicable Redemption Premium Price, each as defined in the
Indenture, plus accrued but unpaid interest to the date of
redemption.
NOW,
THEREFORE, in consideration of the premises and One Dollar ($1.00) and other
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
Article
1. Agreements and
Amendments.
(a) The
last sentence of Section 10.1(d)(i) is hereby deleted in its entirety and
replaced with the following sentence:
"The
redemption date for any redemption pursuant to this Section 10.1(d)(i) shall be
as soon as practicable after the sale of the related Vessel but in any event no
later than 90 days after the sale of the related Vessel."
(b) The
first sentence of Section 10.2 is hereby deleted in its entirety and replaced
with the following:
"Notice
of redemption to the holders of Term Mortgage Notes to be redeemed as a whole or
in part shall be given by mailing notice of such redemption by first class mail,
postage prepaid, at least five days prior to the date fixed for redemption to
such holders of Term Mortgage Notes at their last addresses as they shall appear
upon the registry books."
Article
2. Mandatory
Redemption. Notwithstanding anything to the contrary in
Section 10.1(d)(i) of the Indenture, if the Vessel is sold at an Adequate Bid,
then the Allocated Principal Amount of Notes (as defined in the Indenture) for
the Vessel will be redeemed at a redemption price equal to the greater of (x)
the sum of (A) an amount equal to 100% of the Allocated Principal Amount and (B)
the Make-Whole Premium and (y) the applicable Redemption Premium Price, plus
accrued but unpaid interest to the date of the redemption.
Article
3. Continued Effect;
Counterparts. Except as expressly amended hereby, the
Indenture remains in full force and effect, all other Security Documents and
Related Security Documents remain in full force and effect, and each of the
parties hereto hereby expressly affirms its respective obligations hereunder and
thereunder notwithstanding the amendment effected hereby. As from the date of
this Supplement, any reference to the Indenture in any Security Document or
Related Security Document shall mean the Indenture as amended hereby. This
Supplement may be executed in any number of counterparts, each of which shall be
an original and all of which, taken together, shall constitute one and the same
instrument.
Article
4. Governing
Law. THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER
THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE, EXCEPT AS MAY OTHERWISE BE REQUIRED BY
MANDATORY PROVISIONS OF LAW, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW
(OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).
[THE
REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.]
IN
WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed
by an officer thereunto duly authorized, all as of the date first above
written.
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CALIFORNIA
PETROLEUM TRANSPORT
CORPORATION
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By
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/s/
Xxxxx X. Xxxxxxx
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Name: Xxxxx
X. Xxxxxxx
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Title:
President
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THE
BANK OF NEW YORK MELLON
TRUST
COMPANY, N.A.
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as
Indenture Trustee
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By
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/s/
Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx
Xxxxxxx
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Title:
Vice President
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Consented
and Agreed to:
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THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
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as
Collateral Trustee
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By
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/s/
Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx
Xxxxxxx
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Title:
Vice President
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