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CALIFORNIA PETROLEUM TRANSPORT CORPORATION
and
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
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COLLATERAL ASSIGNMENT OF CHARTER
Dated as of March 31, 2006
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
ARTICLE II
ASSIGNMENT
Section 2.01 Security Interest ....................................... 1
Section 2.02 Assignment .............................................. 1
Section 2.03 Issuer to Remain Liable ................................. 2
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE ISSUER
Section 3.01 Organization, Power and Status of the Issuer ............ 2
Section 3.02 Authorization; Enforceability; Execution and Delivery ... 3
Section 3.03 No Conflicts; Laws and Consents; No Default ............. 3
Section 3.04 Governmental Approvals .................................. 3
Section 3.05 Litigation .............................................. 3
Section 3.06 No Prior Assignment ..................................... 3
Section 3.07 The Assignment of Charter ............................... 3
ARTICLE IV
COVENANTS OF THE ISSUER
Section 4.01 Consent of Charterer and Owner .......................... 4
Section 4.02 Enforcement of Assignment of Charter .................... 4
Section 4.03 Amendment of Assignment of Charter; Collateral
Assignment of Charter ................................... 4
Section 4.04 Performance of Obligations .............................. 4
Section 4.05 Notices ................................................. 5
Section 4.06 Further Assurances ...................................... 5
Section 4.07 Collateral Trustee as Attorney-in-Fact of Issuer ........ 5
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 Amendment ............................................... 5
Section 5.02 Severability ............................................ 5
Section 5.03 Notices ................................................. 5
Section 5.04 Captions ................................................ 6
Section 5.05 Governing Law ........................................... 6
Section 5.06 No Partnership .......................................... 6
Section 5.07 Counterparts ............................................ 6
Section 5.08 Survival ................................................ 6
Section 5.09 Integration ............................................. 6
Section 5.10 Reproduction of Documents ............................... 6
Section 5.11 Successors and Assigns: Assignment ...................... 6
Section 5.12 General Interpretive Principles ......................... 7
Section 5.13 Effective Date of Transaction ........................... 7
Collateral Assignment of Charter, dated as of March 31, 2006 (the
"Assignment"), between California Petroleum Transport Corporation, a corporation
organized under the laws of the State of Delaware (the "Issuer") and J.P. Morgan
Trust Company, National Association (the "Collateral Trustee").
PRELIMINARY STATEMENT
Issuer has issued the Term Mortgage Notes (collectively, the "Notes").
The Notes have been issued pursuant to the terms and conditions of the
Indenture, dated as of April 1, 1995, between the Issuer and the Collateral
Trustee, as indenture trustee. The net proceeds of the Notes were used by the
Issuer, among other things, to make loans to CalPetro Tankers (Bahamas III)
Limited (the "Owner") pursuant to the Term Loan Agreement, which was used by the
Owner to acquire the m.t. Virgo Voyager (ex-"William E. Crain")" (the "Vessel")
from Chevron Transport Corporation (the "Initial Charterer"). The Initial
Charterer has re-delivered the Vessel to Owner, and the Owner has entered into
that certain Bareboat Charter dated March 31, 2006 (the "Charter") between the
Owner and Front Voyager Inc., as charterer (the "Charterer"). As collateral
security for its obligations under the Indenture, the Issuer will assign,
pledge, mortgage and grant the Collateral Trustee a security interest in, inter
alia, all of the Issuer's right, title and interest in and to the Charter and
the Assignment of Charter.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and of other valuable consideration, receipt of
which is hereby acknowledged, the Collateral Trustee and the Issuer hereby agree
as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Assignment shall have the meanings
assigned to such terms in Schedule 1 to this Assignment, and the definitions of
such terms shall be equally applicable to both the singular and plural forms of
such terms.
ARTICLE II
ASSIGNMENT
Section 2.01 Security Interest. This Assignment is made and delivered
as security for the Term Obligations.
Section 2.02 Assignment. In order to provide for the payment of and as
security for the Term Obligations, the Issuer has sold, assigned, transferred,
set over and granted a security interest and does hereby sell, assign, transfer,
set over and grant a security interest unto the Collateral Trustee, its
successors and assigns, for its and their respective successors' and assigns'
own proper use and benefit, all of the Issuer's right, title and interest in and
to the Charter and the Assignment of Charter, including without limitation any
moneys whatsoever payable to the Issuer under the Charter and the Assignment of
Charter, together with the income and proceeds thereof and all other rights and
benefits whatsoever accruing to the Issuer under the Charter and the Assignment
of Charter; provided, however, that the Issuer shall keep the Collateral Trustee
fully and effectively indemnified from and against all actions, losses, claims,
proceedings, costs, demands and liabilities which may be suffered by the
Collateral Trustee under or by virtue of the Charter, Assignment of Charter or
this Assignment.
Section 2.03 Issuer to Remain Liable. (a) Anything in this Assignment
contained to the contrary notwithstanding, the Issuer shall remain liable under
the Assignment of Charter, and shall observe, perform and fulfill all of the
conditions and obligations to be observed, performed and fulfilled by it
thereunder, and the Collateral Trustee shall have no obligation or liability of
any kind whatsoever thereunder or by reason of or arising out of this
Assignment, nor shall the Collateral Trustee be under any liability whatsoever
in the event of any failure by the Issuer to perform its obligations thereunder
or be required or obligated in any manner to observe, perform or fulfill any of
the conditions or obligations of the Issuer thereunder or pursuant thereto, or
to make any payment or to make any inquiry as to the nature or sufficiency of
any payment received by it or the Issuer thereunder, or to present or file any
claim, or to take any other action to collect or enforce the payment of any
amounts which may have been assigned to the Collateral Trustee or to which the
Collateral Trustee may be entitled hereunder at any time or times.
(b) Any and all rights assigned herein may be further assigned by the
Collateral Trustee, including, without being limited to, assignments in
connection with the enforcement of the assignments made by this Assignment and
any subsequent holder of this Assignment shall succeed to and have all the
rights and powers of the Collateral Trustee under this Assignment.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE ISSUER
The Issuer hereby represents and warrants to the Collateral Trustee as
follows:
Section 3.01 Organization, Power and Status of the Issuer. The Issuer
(a) is a corporation duly formed, validly existing and in good standing under
the laws of the State of Delaware and (b) is duly authorized, to the extent
necessary, to do business in each jurisdiction where the character of its
properties or the nature of its activities makes such qualification necessary.
The Issuer has all requisite corporate power and authority to own and operate
the property it purports to own and to carry on its business as now being
conducted and as proposed to be conducted in respect of the Vessel.
Section 3.02 Authorization; Enforceability; Execution and Delivery.
(a) The Issuer has all necessary corporate power and authority to execute,
deliver and perform under this Assignment.
(b) All action on the part of the Issuer that is required for the
authorization, execution, delivery and performance of this Assignment has been
duly and effectively taken; and the execution, delivery and performance of this
Assignment does not require the approval or consent of any Person except for
such consents and approvals as have been obtained.
(c) This Assignment has been duly executed and delivered by the
Issuer. This Assignment constitutes the legal, valid and binding obligation of
the Issuer, enforceable against it in accordance with the terms thereof.
Section 3.03 No Conflicts; Laws and Consents; No Default. (a) Neither
the execution, delivery and performance of this Assignment nor the consummation
of any of the transactions contemplated hereby nor performance of or compliance
with the terms and conditions hereof (i) contravenes any Requirement of Law
applicable to the Issuer or (ii) constitutes a default under any Security
Document.
(b) The Issuer is in compliance with and not in default under any and
all Requirements of Law applicable to the Issuer and all terms and provisions of
this Assignment.
Section 3.04 Governmental Approvals. All Governmental Approvals which
are required to be obtained in the name of the Issuer in connection with the
execution, delivery and performance by the Issuer of this Assignment have been
obtained and are in effect.
Section 3.05 Litigation. There are no actions, suits or proceedings at
law or in equity or by or before any Governmental Authority now pending against
the Issuer or, to the best of the Issuer's knowledge, threatened against the
Issuer or pending or threatened against any property or other assets or rights
of any of the Issuer with respect to this Assignment.
Section 3.06 No Prior Assignment. The Issuer has not assigned or
pledged, and hereby covenants that it will not assign or pledge, so long as this
Assignment shall remain in effect, the Charter and the Assignment of Charter or
any part of the rights, titles and interests hereby assigned, to anyone other
than the Collateral Trustee, or its successors or assigns.
Section 3.07 The Assignment of Charter. The Assignment of Charter
constitutes the legal, valid and binding obligation of the Issuer and of the
Issuer as "Lender" thereunder and is in full force and effect in the form of
Exhibit "A" attached hereto; there are no amendments, additions, addenda or
modifications thereto; said Exhibit "A" represents the entirety of the
chartering and other arrangements referred to therein; and neither of the
parties thereto is in default thereunder.
ARTICLE IV
COVENANTS OF THE ISSUER
The Issuer hereby covenants and agrees that so long as any of the Term
Mortgage Notes remains outstanding:
Section 4.01 Consent of Charterer and Owner. The Issuer shall deliver
to the Charterer and the Owner a copy of this Assignment and shall procure the
execution by the Charterer and the Owner of the Consents and Acknowledgment set
out in Exhibits A-1 and A-2 hereto and deliver said Consents and Acknowledgment
to the Collateral Trustee.
Section 4.02 Enforcement of Assignment of Charter. (a) The Issuer will
do or permit to be done each and every act or thing which the Collateral Trustee
may from time to time require to be done for the purpose of enforcing the
Collateral Trustee's rights under the Charter, the Assignment of Charter and
this Assignment. (b) If an Event of Default shall occur under either the Term
Indenture, the Issuer shall cause all moneys hereby assigned or agreed to be
assigned or arising from or in connection with any of the rights, title,
interest and benefits of the Issuer under the Charter and the Assignment of
Charter to be paid to JPMorgan Chase Bank, N.A., ABA # 021000021 for credit to
Acct. No. ###-##-####, regarding California Petroleum Transport Corporation, or
to such other account as the Collateral Trustee may from time to time direct.
(c) The Issuer will not exercise any right or powers conferred on it by the
Assignment of Charter in connection with any default or alleged default by the
Charterer or Owner thereunder or under the Charter (including without limitation
the right of termination and substitution) unless and until requested so to do
by the Collateral Trustee whereupon the Issuer agrees that it will do so
provided always that the Collateral Trustee shall not be responsible in any way
whatsoever in the event that the exercise of any right or power (including the
right of termination and substitution) be thereafter adjudged improper or to
constitute a repudiation of the Assignment of Charter by the Issuer.
Section 4.03 Amendment of Assignment of Charter; Collateral Assignment
of Charter. (a) The Issuer will not, except with the previous written consent of
the Collateral Trustee, agree to any variation of the Charter or the Assignment
of Charter or release the Owner or the Charterer from any of its obligations
thereunder or waive any breach of the Owner's obligations thereunder or under
the Charter or consent to any such act or omission of the Owner or the Charterer
as would otherwise constitute such breach.
(b) The Issuer will not, except with the previous written consent of
the Collateral Trustee, assign the Charter or the Assignment of Charter to any
other Person.
Section 4.04 Performance of Obligations. The Issuer will perform its
obligations under the Assignment of Charter and use its best endeavors to cause
the Owner to perform its obligations under the Assignment of Charter.
Section 4.05 Notices. The Issuer will send a copy of all notices
received or given by it under the Assignment of Charter forthwith to the
Collateral Trustee.
Section 4.06 Further Assurances. The Issuer will at any time and from
time to time, upon the written request of the Collateral Trustee, promptly and
duly execute and deliver any and all such further instruments and documents and
take such action as the Collateral Trustee may deem desirable in order to obtain
the full benefits of this Assignment and of the rights and powers herein
granted.
Section 4.07 Collateral Trustee as Attorney-in-Fact of Issuer. The
Issuer hereby constitutes the Collateral Trustee, and its successors and
assigns, its true and lawful attorney-in-fact, irrevocably, with full power in
its own name, in the name of its agents or nominees or in the name of its agents
or nominees or in the name of the Issuer or otherwise, to ask, require, demand,
receive, enforce and give acquittance for, any and all moneys and claims for
moneys due and to become due and payable under or arising out of the Charter or
the Assignment of Charter, to endorse any checks or other instruments or orders
in connection therewith and to file any claims or take any action or institute
any proceedings which to the Collateral Trustee may deem to be necessary or
advisable under this Assignment. Any action or proceeding brought by the
Collateral Trustee pursuant to any of the provisions of this Assignment or
otherwise and any claim made by the Collateral Trustee hereunder may be
compromised, withdrawn or otherwise dealt with by the Collateral Trustee without
any notice to or approval of the Issuer.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 Amendment. This Assignment may be amended from time to
time by written agreement signed by the parties hereto.
Section 5.02 Severability. If any provision of this Assignment is held
to be in conflict with any applicable statute or rule of law or is otherwise
held to be unenforceable for any reason whatsoever, such circumstances shall not
have the effect of rendering the provision in question inoperative or
unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable
to any extent whatsoever. The invalidity of any one or more phrases, sentences,
clauses or Sections of this Assignment contained, shall not affect the remaining
portions of this Assignment, or any part thereof.
Section 5.03 Notices. All demands, notices and communications
hereunder shall be in writing, personally delivered or mailed by certified
mail-return receipt requested, and shall be deemed to have been duly given upon
receipt (a) in the case of the Issuer, at the following address: c/o JH
Management Corporation, Room 6/9, One International Place, Boston, Massachusetts
02110-2624, (b) in the case of the Collateral Trustee, at the following address:
Corporate Trust Office, 600 Travis Street, Suite 1150, Houston, Texas 77002, or
at other such address as shall be designated by such party in a written notice
to the other parties.
Section 5.04 Captions. The captions or headings in this Assignment are
for convenience only and in no way define, limit or describe the scope or intent
of any provisions or sections of this Assignment.
Section 5.05 Governing Law. This Assignment shall be governed by and
interpreted in accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of law.
Section 5.06 No Partnership. Nothing herein contained shall be deemed
or construed to create a partnership or joint venture among the parties hereto
and the services of each party shall be rendered as an independent contractor
and not as agent for any other party.
Section 5.07 Counterparts. This Assignment may be executed in any
number of counterparts and by different parties hereto on separate counterpart,
each of which shall be deemed to be an original. Such counterparts shall
constitute one and the same agreement.
Section 5.08 Survival. The representations, covenants and agreements
contained in or made pursuant to this Assignment in respect of either party
hereto shall survive the execution and delivery of this Assignment and shall
continue in effect so long as such parry's obligations hereunder remain
outstanding.
Section 5.09 Integration. This Assignment and the Schedule and
Exhibits hereto constitute the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, understandings or representations pertaining to the subject
matter hereof, whether oral or written. There are no warranties, representations
or other agreements between the parties in connection with the subject matter
hereof except as specifically set forth or incorporated herein.
Section 5.10 Reproduction of Documents. This Assignment and all
documents relating thereto, including, without limitation, (a) consents, waivers
and modifications which may hereafter be executed, (b) documents received by any
party at the closing, and (c) financial statements, certificates and other
information previously or hereafter furnished, may be reproduced by any
electronic, digital, photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties agree that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made in the regular course of
business) and that any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.
Section 5.11 Successors and Assigns: Assignment. This Assignment shall
be binding upon and inure to the benefit of the Issuer and the Collateral
Trustee and their respective successors and assigns. Neither the Issuer nor the
Collateral Trustee shall have the right to assign its rights hereunder or any
interest herein without the prior written consent of the other party.
Section 5.12 General Interpretive Principles. For purposes of this
Assignment except as otherwise expressly provided or unless the context
otherwise requires:
(a) the defined terms in this Assignment shall include the plural as
well as the singular, and the use of any gender herein shall be deemed to
include any other gender;
(b) accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles as
in effect on the date hereof;
(c) references herein to "Articles", "Sections", "Subsections",
"paragraphs", and other subdivisions without reference to a document are to
designated Articles, Sections, Subsections, paragraphs and other subdivisions of
this Assignment;
(d) a reference to a Subsection without further reference to a Section
is a reference to such Subsection as contained in the same Section in which the
reference appears, and this rule shall also apply to paragraphs and other
subdivisions;
(e) the words "herein", "hereof', "hereunder" and other words of
similar import refer to this Assignment as a whole and not to any particular
provision; and
(f) the term "include" or "including" shall mean without limitation by
reason of enumeration.
IN WITNESS WHEREOF, the Issuer and the Collateral Trustee have caused
this Assignment to be duly executed and delivered by their respective officers
thereunto duly authorized all as of the day and year fast above written.
CALIFORNIA PETROLEUM TRANSPORT
CORPORATION, as Issuer
By: /s/ Douglas Donalson
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Name: Douglas Donalson
Title: Treasurer
J.P MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION, as Collateral Trustee
By: /s/ Mary Jane Henson
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Name: Mary Jane Henson
Title: Vice President
Exhibit A-1
LETTER OF ACKNOWLEDGMENT
TO COLLATERAL ASSIGNMENT OF CHARTER
March 31, 2006
CALIFORNIA PETROLEUM TRANSPORT
CORPORATION, as Lender
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Collateral Trustee
Dear Sirs:
The undersigned hereby consents to and acknowledges receipt of (i) a
signed copy of the Assignment of Charter (the "Assignment"), dated as of March
31, 2006, between CalPetro Tankers (Bahamas III) Limited (the "Owner") and
California Petroleum Transport Corporation (the "Lender") as adequate notice of
such assignment to the Lender of the Charter (as defined in the Assignment) and
of all the right, title and interest of the Owner in, to and under the Charter
and (ii) a signed copy of the Collateral Assignment of Charter (the "Collateral
Assignment"), dated as of March 31, 2006, between the Lender and J.P. Morgan
Trust Company, National Association (the "Collateral Trustee") as adequate
notice of such further assignment to the Collateral Trustee of the Charter and
all of the right, title and interest of the Lender in, to and under the Charter.
So long as the Assignment remains effective, we hereby agree that (a)
upon notification to us of the occurrence of an Event of Default under the Term
Loan Agreement referred to in the Assignment, we shall pay any and all sums
which we are legally obligated to pay to the Owner or otherwise as stated in and
according to the Charter directly to the Collateral Trustee's Account at
JPMorgan Chase Bank, N.A., ABA # 021000021 for credit to Acct. No. ###-##-####,
regarding California Petroleum Transport Corporation, or otherwise to such other
account as you may at an time or from time to time, designate by notice to us in
writing and (b) with respect to each of the insurances, if any, obtained
pursuant to Clause 11 of the Charter, the Lender and the Collateral Trustee
shall, if possible, be named additional assureds.
Payments of moneys under the Charter may be adjusted, reduced or
withheld only as expressly provided therein. Payments to the Collateral Trustee
shall not be subject to any right of set-off or defense by way of counterclaim
or otherwise which the undersigned may have against the Owner or any entity
substituted for it other than under the Charter and all payment once made to you
will be final, and once paid we will not, for any reason whatsoever, seek to
recover from the Collateral Trustee any such payment made to the Collateral
Trustee by virtue of the Assignment, the Collateral Assignment or this Letter of
Consent.
We confirm that the terms of the Charter remain in full force and
effect and constitute the entire agreement between the parties thereto with
respect to the Vessel and that the Owner is not presently to our knowledge in
breach of the terms of the Charter. We further confirm that the terms of the
Charter have not been varied or modified and that the terms of the Charter will
not after the date hereof be varied or modified without the prior written
consent of the Collateral Trustee.
We confirm that we have received no prior notice of any assignment by
the Owner of any interest in the Charter.
The undersigned will not permit any amendment, modification,
cancellation or other alteration in the Charter, nor will it consent to or
accept the substitution thereunder of any party for the Owner without your prior
written consent.
FRONT VOYAGER INC., as Charterer
By: ----------------------------
Name:
Title:
Exhibit A-2
LETTER OF ACKNOWLEDGMENT
TO COLLATERAL ASSIGNMENT OF CHARTER
----------------,2006
J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Collateral Trustee
Dear Sirs:
The undersigned hereby consents to and acknowledges receipt of a
signed copy of the Collateral Assignment of Charter (the "Assignment"), dated as
of March 31, 2006, between California Petroleum Transport Corporation (the
"Issuer") and yourselves as adequate notice of such assignment to you of the
Assignment of Charter (as defined in the Assignment) and of all the right, title
and interest of the Issuer in, to and under the Assignment of Charter.
So long as the Assignment remains effective, we hereby agree that,
upon your notification to us of the occurrence of an Event of Default under the
Term Indenture referred to in the Assignment, we shall pay any and all sums
which we are legally obligated to pay to the Issuer or otherwise as stated in
and according to the Assignment of Charter directly to JPMorgan Chase Bank,
N.A., ABA # 021000021 for credit to Acct. No. ###-##-####, regarding California
Petroleum Transport Corporation, or otherwise to such other account as you may
at any time or from time to time, designate by notice to us in writing.
Payments of moneys under the Assignment of Charter may be adjusted,
reduced or withheld only as expressly provided therein. Payments to you shall
not be subject to any right of set-off or defense by way of counterclaim or
otherwise which the undersigned may have against the Issuer or any entity
substituted for it other than under the Assignment of Charter and all payments
once made to you will be final, and once paid we will not, for any reason
whatsoever, seek to recover any such payment made to you by virtue of the
Assignment or this Letter of Consent.
We confirm that the terms of the Assignment of Charter remain in full
force and effect and constitute the entire agreement between the parties thereto
with respect to the Charter and that the Issuer is not presently to our
knowledge in breach of the terms of the Assignment of Charter. We further
confirm that the terms of the Assignment of Charter have not been varied or
modified and that the terms of the Assignment of Charter will not after the date
hereof be varied or modified without your prior written consent.
We confirm that we have received no prior notice of any assignment by
the Issuer of any interest in the Assignment of Charter.
The undersigned will not permit any amendment, modification,
cancellation or other alteration in the Assignment of Charter, nor will it
consent to or accept the substitution thereunder of any party for the Issuer
without your prior written consent.
CALPETRO TANKERS (BAHAMAS III) LIMITED,
as Owner
By: ----------------------------------
Name: ---------------------------------
Title: --------------------------------
SCHEDULE 1
Defined Terms Used in the Assignment
"Assignment of Charter" means the assignment between the Issuer and
the Owner, as amended from time to time in accordance with the terms thereof,
pursuant to which the Owner assigns to the Issuer all of its right, title and
interest in, to and under the Charter to secure its obligations under the Loan
Agreements.
"Business Day" means any day other than a Saturday, a Sunday or a day
on which banking institutions in New York, New York, or in the city and state
where the Trustee's principal offices are located, are authorized or are
obligated by law, executive order or governmental decree to be closed.
"Front Voyager Inc." means Front Voyager Inc., a Liberian corporation.
"Closing Date" means March 31, 2006.
"Collateral Assignment of Charter" means the assignment between the
Issuer and the Collateral Trustee, as amended from time to time in accordance
with the terms thereof, pursuant to which the Issuer assigns to the Collateral
Trustee all of its right, title and interest in, to and under the Assignment of
Charter to secure its obligations under the Indentures.
"Collateral Trustee" means J.P Morgan Trust Company, National
Association.
"Event of Default" means an Event of Default under Section 4.01 of the
Indentures.
"Governmental Approval" means any authorization, consent, approval,
license, franchise, lease, ruling, permit, tariff, rate, certification,
exemption, filing or registration by or with any Governmental Authority relating
to the ownership of the Collateral or to the execution, delivery or performance
of any Security Document.
"Governmental Authority" means the federal government, any state or
other political subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government and any other governmental entity with authority over the Issuer
or operation of the Vessels.
"Indenture" means the Indenture, dated as of April 1, 1995 between the
Issuer and the Trustee pursuant to which the Term Mortgage Notes were issued.
" Charter" means with respect to each Vessel, the Bareboat Charter,
dated March 31, 2006, between the Charterer and the Owner.
"Charterer" means Front Voyager Inc., a Liberian corporation.
"Issuer" means California Petroleum Transport Corporation, a
corporation organized under the laws of the State of Delaware.
"Law" means any statute, law, rule, regulation, ordinance, order,
code, policy or rule of common law, now or hereafter in effect, and any judicial
or administrative interpretation thereof by a Governmental Authority or
otherwise, including any judicial or administrative order, consent decree or
judgment.
"Mortgage" means, with respect to the Vessel, the first preferred ship
mortgages on the Vessel granted by the Owner to the Issuer, as amended from time
to time in accordance with the terms of such Mortgage.
"Owner" means CalPetro Tankers (Bahamas III) Limited, a company
organized under the laws of The Commonwealth of the Bahamas.
"Person" means an individual, a partnership, a corporation, a joint
venture, an unincorporated association, a joint-stock company, a trust, or other
entity or a government or any agency or political subdivision thereof.
"Requirement of Law" means, as to any Person, the certificate of
incorporation and by-laws or partnership agreement or other organizational or
governing documents of such Person, and, any Law applicable to or binding upon
such Person or any of its properties or to which such Person or any of its
properties is subject.
"Security Documents" means the Collateral Trust Agreement, the
Collateral Assignment of Charter, and the Assignment of Mortgage, collectively.
"State" means any state of the United States of America and, in
addition, the District of Columbia.
"Term Indenture" means the Term Indenture, dated as of April 1, 1995
between the Trustee and the Issuer pursuant to which the Issuer issues the Term
Mortgage Notes.
"Term Mortgage Notes" means 8.52% First Preferred Mortgage Notes Due
2015 in the initial aggregate amount of $117,900,000 issued by the Issuer.
"Term Obligations" means the payment, performance or obligations of
any kind or nature whatsoever of the Issuer under and pursuant to the Term
Indenture, any Security Document and any instrument, agreement or document
referred to therein.
"Trustee" means J.P. Morgan Trust Company, National Association.
"Vessel" shall have the meaning assigned to such term in the
Preliminary Statement of this Assignment.
OWNER'S LETTER OF ACKNOWLEDGMENT TO
COLLATERAL ASSIGNMENT OF CHARTER
March 31, 2006
JP MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Collateral Trustee
Dear Sirs:
The undersigned hereby consents to and acknowledges receipt of a
signed copy of the Collateral Assignment of Charter (the "Assignment"), dated as
of March 31, 2006, between California Petroleum Transport Corporation (the
"Issuer") and yourselves as adequate notice of such assignment to you of the
Assignment of Charter (as defined in the Assignment) and of all the right, title
and interest of the Issuer in, to and under the Assignment of Charter.
So long as the Assignment remains effective, we hereby agree that,
upon your notification to us of the occurrence of an Event of Default under the
Term Indenture referred to in the Assignment, we shall pay any and all sums
which we are legally obligated to pay to the Issuer or otherwise as stated in
and according to the Assignment of Charter directly to JPMorgan Chase Bank, NA.,
ABA # 021000021 for credit to Acct. No. ###-##-####, regarding California
Petroleum Transport Corporation, or otherwise to such other account as you may
at any time or from time to time, designate by notice to us in writing.
Payments of moneys under the Assignment of Charter may be adjusted,
reduced or withheld only as expressly provided therein. Payments to you shall
not be subject to any right of set-off or defense' by way of counterclaim or
otherwise which the undersigned may have against the Issuer or any entity
substituted for it other than under the Assignment of Charter and all payments
once made to you wi11 be final, and once paid we will not, for any reason
whatsoever, seek to recover any such payment made to you by virtue of the
Assignment or this Letter of Consent.
We confirm that the terms of the Assignment of Charter remain in full
force and effect and constitute the entire agreement between the parties thereto
with respect to the Charter and that the Issuer is not presently to our
knowledge in breach of the terms of the Assignment of Charter. We further
confirm that the terms of the Assignment of Charter have not been varied or
modified and that the terms of the Assignment of Charter will not after the date
hereof be varied or modified without your prior written consent.