TERMINATION OF ASSIGNMENT OF A FIRST PREFERRED SHIP MORTGAGE
EXHIBIT
99.6
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 Assignment of a First Preferred Ship
Mortgage dated April 5, 1995 between the Collateral Trustee 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,
CalPetro Tankers (Bahamas III) Limited (the "Owner") has granted and executed to
CPTC a first preferred ship mortgage dated April 5, 1995 (the "Mortgage") 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,
as security for the Notes and pursuant to the Assignment, CPTC assigned to the
Collateral Trustee, its successors and assigns, all of CPTC's right, title and
interest in the Mortgage and all of CPTC's right, title and interest in the
Vessel; and
WHEREAS,
although the Mortgage was discharged and re-recorded in a new jurisdiction on
June 27, 2001 in connection with the re-flagging of the Vessel, the Assignment
continues in full force and effect with respect to the assignment from CPTC to
the Collateral Trustee of all of CPTC's right, title and interest in the Vessel;
and
WHEREAS,
CPTC, the Owner and Frontline Ltd., the manager of the Vessel (the "Manager"),
have determined, given that the Charterer does not intend to renew the Charter
and 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 Assignment must be terminated to permit the release of the Vessel as
collateral and the Sale pursuant to the Collateral Trust Agreement, as described
in the Consent Solicitation Statement and approved by the Majority Noteholders;
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.
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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., 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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