TERMINATION OF ASSIGNMENT OF CHARTER
EXHIBIT
99.4
TERMINATION
OF ASSIGNMENT OF CHARTER
THIS TERMINATION AGREEMENT (this
"Termination") is made and entered into as of April 8, 2010, by and between (i)
CALPETRO TANKERS (BAHAMAS III) LIMITED, a company organized under the laws of
the Bahamas (the "Owner"), and (ii) CALIFORNIA PETROLEUM TRANSPORT CORPORATION,
a company organized under the laws of the state of Delaware ("CPTC"), to the
Assignment of Charter dated as of March 31, 2006 between the Owner and CPTC (the
"Assignment"). Capitalized terms used herein without definition shall
have the respective meanings ascribed thereto (or incorporated by reference) in
the 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 the Assignment,
the Owner assigned to CPTC, its successors and assigns, all of the Owner's
right, 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,
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 Bank of New York
Mellon Trust Company, N.A. as collateral 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 necessitates the corresponding termination of
the Assignment; and
WHEREAS,
the 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
Assignment. The 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 Assignment, and any
prior notice required in connection with the termination of the 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
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.
|
CALPETRO
TANKERS (BAHAMAS III) LIMITED
|
|
|
By:
|
/s/ Xxxx Xxxxxxxxxxx
|
|
Name:
Xxxx Xxxxxxxxxxx
|
|
|
Title:
Director
|
|
|
By:
|
/s/
Xxxxx X. Xxxxxxx
|
|
Name:
Xxxxx X. Xxxxxxx
|
|
|
Title:
President
|
|
|
Consented
and Agreed to:
|
|
|
THE
BANK OF NEW YORK MELLON
TRUST
COMPANY, N.A.
|
|
|
as
Collateral Trustee and Indenture Trustee
|
|
|
By
|
/s/
Xxxxxxxx Xxxxxxx
|
|
Name:
Xxxxxxxx Xxxxxxx
|
|
|
Title:
Vice President
|
|
