TERMINATION OF COLLATERAL ASSIGNMENT OF CHARTER
EXHIBIT
99.5
TERMINATION
OF COLLATERAL ASSIGNMENT OF CHARTER
THIS TERMINATION AGREEMENT (this
"Termination") is made and entered into as of April 8, 2010, by and between (i)
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, as collateral trustee (the "Collateral Trustee"), and (ii)
CALIFORNIA PETROLEUM TRANSPORT CORPORATION, a company organized under the laws
of the state of Delaware ("CPTC"), to the Collateral Assignment of Charter dated
as of March 31, 2006 between the Collateral Trustee and CPTC (the "Collateral
Assignment"). Capitalized terms used herein without definition shall
have the respective meanings ascribed thereto (or incorporated by reference) in
the Collateral Assignment, 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, pursuant to an assignment of
charter dated March 31, 2006 (the "Assignment of Charter"), CalPetro Tankers
(Bahamas III) Limited (the "Owner") assigned to CPTC, its successors and
assigns, all of the Owner's right and title and interest in and to the bareboat
charter entered into on March 31, 2006 (the "Charter"), between Front Voyager
Inc. and the Owner in respect of the Bahamian registered vessel FRONT VOYAGER
(formerly the XXXXXXX X. XXXXX), having Official Number 731991 (the "Vessel"), a
single-hull Suezmax class crude oil tanker that is no longer permitted to engage
in the seaborne transportation of crude oil effective February 26, 2010, under
the environmental regulations of the International Maritime Organization (the
"New Regulations"); and
WHEREAS,
pursuant to the Collateral Assignment, CPTC assigned to the Collateral Trustee,
its successors and assigns, all of CPTC's right, title and interest in and to
the Charter and the Assignment of Charter; and
WHEREAS,
the Vessel serves as collateral for the 8.52% First Preferred Mortgage Notes due
2015 (the "Notes") issued by CPTC; and
WHEREAS,
CPTC, the Owner and Frontline Ltd., the manager of the Vessel (the "Manager"),
have determined, given that no acceptable replacement charter is available for
the Vessel due to the New Regulations , 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; and
WHEREAS,
holders of 99.92% of the aggregate principal amount of the Notes outstanding
(the "Majority Noteholders") have consented to changes to the indenture between
CPTC and The Bank of New York Mellon Trust Company, N.A. as indenture trustee
(the "Indenture Trustee"), dated as of April 1, 1995, as supplemented and
amended by Supplement No. 1, dated as of June 28, 2001 and as further
supplemented and amended by Supplement 2, dated as of the date hereof (the
"Indenture"), and certain collateral agreements in connection therewith (the
"Collateral Agreements"), which changes will permit the release of the Vessel as
collateral and the sale of the Vessel under the collateral trust agreement dated
as of April 5, 1995 among
CPTC, the Indenture Trustee, the Collateral Trustee, the Owner, 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 Trust 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"); and
WHEREAS,
certain of the changes set forth in the Consent Solicitation Statement and
approved by holders of Notes 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;
and
WHEREAS,
CPTC, the Owner and the Manager have received an Adequate Bid and the Vessel is
being sold in accordance with such Adequate Bid on the date hereof (the "Sale");
and
WHEREAS,
the Charter was terminated on April 1, 2010; and
WHEREAS,
such termination of the Charter will necessitate the corresponding termination
of the Assignment of Charter and Collateral Assignment; and
WHEREAS,
the Collateral Assignment is one of the Collateral Agreements to which the
Majority Noteholders have consented to amend, supplement, waive or
terminate.
NOW,
THEREFORE, in reference to and consideration of the foregoing and One Dollar
($1.00) and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Article
1. Termination of Collateral
Assignment. The Collateral Assignment is hereby terminated in
its entirety and is of no force or effect. Neither party shall have any
liability or obligation to the other under or in connection with the Collateral
Assignment, and any prior notice required in connection with the termination of
the Collateral Assignment is hereby waived.
Article
2. Entire
Agreement. This Termination contains the entire agreement and
understanding of the parties with respect to the subject matter hereof, and
supersedes and replaces all prior negotiations and agreements, including the
Collateral Assignment, between the parties,
whether written or oral. Each party acknowledges that no party has
made any promise, representation, or warranty whatsoever, express or implied,
not contained herein, concerning the subject matter hereof.
Article
3. Counterparts/Facsimile
Signatures. This Termination may be executed in any number of
counterparts, each of which when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same
agreement. This Termination may be executed and delivered by
facsimile and upon such delivery the facsimile signature will be deemed to have
the same effect as if the original signature had been delivered to the other
party.
Article
4. Successors &
Assigns. This Termination shall be binding upon and inure to
the benefit of each of the parties and its or his or her respective assigns,
successors in interests, and representatives.
Article
5. Governing
Law. This Termination shall be governed by and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of laws principles.
[THE
REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.]
IN
WITNESS WHEREOF, the parties hereto have caused this Termination to be executed
by an officer thereunto duly authorized, all as of the date first above
written.
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THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 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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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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