Exhibit 4.32.2


 


NOVATION AGREEMENT


 


 


Dated  5 March,
2004


 


 


LAWRENCE TANKERS LDC


 


 


CALICO LEASING (GB) LIMITED


(formerly Natwest Leasing (GB) Limited)


 


 


and


 


 


KTL CHELSEA, INC.


 


 


relating to a Conditional Sale Agreement


dated 25th November, 1996


m.v. Macoma


 


 


 


 





 


LONDON


 

















 


CONTENTS


 


 


Clause


 


	
  1.

  	
  Definitions

  	
   

  
	
  2.

  	
  Novation

  	
   

  
	
  3.

  	
  Conditions
  Precedent

  	
   

  
	
  4.

  	
  Consideration

  	
   

  
	
  5.

  	
  Costs

  	
   

  
	
  6.

  	
  Representations and
  Warranties

  	
   

  
	
  7.

  	
  Disclaimers and Exclusions

  	
   

  
	
  8.

  	
  Counterparts

  	
   

  
	
  9.

  	
  Applicable Law

  	
   

  



 

















 


THIS NOVATION  AGREEMENT is made
on 5 March, 2004 between:


 


(1)           LAWRENCE
TANKERS LDC a company incorporated in the Cayman Islands whose registered office
is at third floor, CIBC Financial Centre, PO Box 1234, George Town, Grand
Cayman, Cayman Islands (the Seller);


 


(2)           CALICO
LEASING (GB) LIMITED (formerly Natwest Leasing (GB) Limited) a company
incorporated in England and Wales whose offices is at 30 St Mary Axe Avenue,
London EC3A 8EP (the Old Purchaser); and


 


(3)           KTL
CHELSEA INC, a company incorporated in Liberia whose registered office is at 80
Broad Street, Monrovia, Liberia (the New Purchaser)


 


WHEREAS:


 


(A)          The Seller and the Old Purchaser entered
into a conditional sale agreement (the Conditional Sale Agreement) dated 25th
November 1996 relating to one approximately 298,000 dwt double hulled very
large crude carrier M.V. “Macoma” (the Vessel);


 


(B)           The Old Purchaser and the Seller entered
into a charterparty by way of demise dated 12th February 1997 relating to the
Vessel (the Charterparty);


 


(C)           Following the termination of the
charterparty of the Vessel the Old Purchaser wishes to effect a Conditional
Sale Agreement Transfer in accordance with the provisions of Clause 18 of the
Charterparty.


 


THIS DEED WITNESSES as follows:


 


1.             DEFINITIONS


 


(a)           In this Agreement words and expressions
defined in the Charterparty shall have the same meanings when used herein and
the following expressions shall, unless otherwise specified, have the following
meanings:


 


Deed of Release means the agreement so entitled and to be
made between the Seller, the Old Purchaser and the Agent pursuant to which the
Seller will release and discharge the Lessor Mortgage and Assignment.


 


Effective Time means the date on, and time at, which the
Old Purchaser notifies the Seller and the New Purchaser in writing that the
conditions precedent listed in Clause 3 (Conditions Precedent) are in a
form and substance satisfactory to the Old Purchaser or have been waived by the
Old Purchaser.


 


Lessor Proceeds Account means the account of the Old Purchaser
with National Westminster Bank Plc at PO Box 34, 15 Bishopsgate, London EC2P
2AP, Sort Code 50-00-00, account name “NatWest Leasing (GB) Limited, re:
Lawrence Tankers LDC” account number 95484477.


 


Old Purchaser’s Group means European International Reinsurance
Company Limited (EIR) any company which is a Subsidiary from time to time of
EIR, the Holding Company from time to time of EIR and any company (besides EIR)
which is from time to time a Subsidiary of its Holding Company.


 


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(b)           The principles of construction set out in
Clause 1.2 (Interpretation of the Charterparty) shall have effect as if set out
in this Agreement.


 


(c)           A person who is not a party to this
Agreement has no rights under the Contract (Rights of Third Parties) Act 1999
to enforce any term of this Agreement.


 


2.             NOVATION


 


(a)           The novation to be effected pursuant to
this Agreement shall have effect from the Effective Time.


 


(b)           The New Purchaser undertakes to the Seller
and to the Old Purchaser to perform, discharge and observe all such obligations
and liabilities on the part of the Old Purchaser under the Conditional Sale
Agreement as fall to be performed, discharged or observed from the Effective
Time as if the New Purchaser were named in the Conditional Sale Agreement in
place of the Old Purchaser with effect from the Effective Time.


 


(c)           In consideration of the New Purchaser’s
undertaking in Clause 2(b), the Seller releases and discharges the Old
Purchaser from all claims, demands, obligations and liabilities whatsoever in
respect of the Conditional Sale Agreement which relate to the period beginning
on the Effective Time.


 


(d)           The Seller undertakes to the New Purchaser
to perform, discharge and observe all obligations and liabilities on the part
of the Seller under the Conditional Sale Agreement and acknowledges that the
New Purchaser shall be entitled to the rights and benefits of the Conditional
Sale Agreement as if the New Purchaser were named in the Conditional Sale
Agreement in place of the Old Purchaser with effect from the Effective Time.


 


(e)           In consideration of the Seller’s
undertaking in Clause 2(d), the Old Purchaser releases and discharges the
Seller from all claims, demands, obligations and liabilities whatsoever to the Old
Purchaser in respect of the Conditional Sale Agreement which relate to the
period beginning on the Effective Time.


 


(f)            Subject as amended by this Agreement, the
Conditional Sale Agreement shall continue in full force and effect and the
transfer effected by this Agreement shall be subject to, and with the benefit
of, the Initial Sub-Charter, if any.


 


3.             CONDITIONS PRECEDENT


 


Clause 2 shall
have effect on the date and time at which the Old Purchaser notifies the Seller
and the New Purchaser that the Old Purchaser has received the following
conditions precedent in form and substance satisfactory to the Old Purchaser:


 


(i)            a certified copy of the
resolution of the board of directors of the Seller and the New Purchaser
approving the transactions contemplated by this Agreement, together with any
power of attorney issued pursuant thereto;


 


(ii)           this Agreement duly executed
by the parties hereto;


 


(iii)          the Deed of Release duly
executed by the Seller;


 


(iv)          the written confirmation
referred to in Clause 18.9(ix) of the Charterparty;


 


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(v)           evidence that the
consideration referred to in Clause 4 (Consideration) has been credited to the
Lessor Proceeds Account;


 


(vi)          Confirmation from the Agent
and the Seller that the Lease Discharge Date (as defined in the Lessor Direct
Agreement) will, subject to the Agent unconditionally and irrevocably
withdrawing the Net Novation Proceeds from the Lessor Proceeds Account, occur
on the Effective Time;


 


(vii)         an appraisal from an independent
reputable appraisor appointed by the Seller (which appraisal shall be dated no
more than 15 days prior to the date hereof) evidencing the open market value of
the Vessel.


 


The conditions
precedent in this Clause 3 are for the benefit of the Old Purchaser and
the Old Purchaser may waive any of them by written notice given to the Seller
and the New Purchaser.


 


4.             CONSIDERATION


 


(a)           As consideration for the novation under
Clause 2 (Novation) above, the New Purchaser shall pay to the Old
Purchaser, by crediting the Lessor Proceeds Account, the sum of £34,339,659.34
on the Effective Time.


 


(b)           The consideration referred to in Clause
4(a) shall be applied in accordance with the provisions of Clause 5.9 (Payment
of Proceeds of Sale) of the Lessor Direct Agreement.


 


5.             COSTS


 


The Seller
shall pay all costs and expenses (including legal fees and expenses) properly
incurred by the Old Purchaser in connection with this Agreement (including,
without limitation the preparation, negotiation and execution of this Agreement
and all documents, agreements, approvals and consents required in connection
herewith).


 


6.             REPRESENTATIONS
AND WARRANTIES


 


(a)           Each of the parties to this Agreement
represents and warrants to the other party to this Agreement, that as at the date
hereof:


 


(i)            it has full power and authority to enter
into, and perform all its obligations under this Agreement;


 


(ii)           this Agreement constitutes its legal, valid
and binding obligations; and


 


(iii)          the entry into and performance by it of
this Agreement does not and will not violate in any respect any existing law or
regulation, its constitutional documents or any agreement to which it is a
party.


 


(b)           The Old Purchaser further represents and
warrants to the New Purchaser that:


 


(i)            it has not created any Lessor’s Lien;


 


(ii)           the Old Purchaser has not, save for the
Lessor Granted Security Documents and the Charterparty, executed any instrument
or entered into any arrangements whereby its rights to take title to the vessel
under Clause 5 of the Conditional Sale Agreement have been encumbered or
otherwise disposed of by the Old Purchaser.


 


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(iii)          the Old Purchaser has not exercised its
right to take title to the Vessel under Clause 5 of the Conditional Sale
Agreement;


 


(iv)          the Old Purchaser has not revoked the
appointment of the Seller or the Agent as exclusive sales agent of the Lessor
in relation to the Vessel; and


 


(v)           the Old Purchaser has not revoked, and will
not revoke, the authority given to the Agent to instruct the Account Bank to
pay to the Agent the Net Novation Proceeds from the Lessor Proceeds Account
pursuant to Clause 5.9 (Payment of Proceeds of Sale) of the Lessor Direct
Agreement.


 


7.             DISCLAIMERS AND EXCLUSIONS


 


(a)           The New Purchaser acknowledges and agrees
that:


 


(i)            the Vessel has been designed, manufactured,
assembled, constructed, tested, trialed and examined without reference to or
involvement of the Old Purchaser or any other member of the Old Purchaser’s
Group;


 


(ii)           neither the Old Purchaser nor any other
member of the Old Purchaser’s Group has made or given or shall be deemed to
have made or given any representation, warranty, term or condition, express or
implied (whether statutory or otherwise), as to the seaworthiness, capacity, state,
value, quality, durability, condition, design, construction, operation,
performance, description, merchantability, fitness for use or purpose or
suitability of the Vessel or any part thereof, as to the absence of latent or
other defects, whether or not discoverable, as to the absence of any
infringement of any patent, trademark, copyright, intellectual property or
other rights, or as to title to the Vessel or any other representation,
warranty, term or condition whatsoever, express or implied, with respect to the
Vessel, all of which are hereby excluded;


 


(iii)          the New Purchaser is taking possession of
the Vessel from the Seller on an “as is, where is, and with all faults” basis.


 


(b)           Save as otherwise expressly and
specifically provided by this Agreement the New Purchaser hereby waives as
between itself and the Old Purchaser all its rights, express or implied
(whether statutory or otherwise), against the Old Purchaser or in respect of
the Vessel.


 


(c)           Without prejudice to the generality of the
other provisions of this Clause 7 the Old Purchaser shall be under no
liability to the New Purchaser whatsoever and howsoever arising and from
whatever cause, and whether in contract, tort or otherwise, in respect of any
loss (consequential or otherwise), liability, damage (including death, injury
or disease) or Unavailability of, or to, or in connection with, the Vessel or
any person or property whatsoever.


 


8.             COUNTERPARTS


 


(a)           This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same Agreement and any party may enter into this Agreement by executing a
counterpart.


 


9.             APPLICABLE LAW


 


(a)           This Agreement is governed by the laws of
England.


 


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(b)           For the benefit of the Old Purchaser, each
of the Seller and the New Purchaser agrees that the courts of England have
jurisdiction to settle any disputes in connection with this Agreement and
accordingly submits to the jurisdiction of the English courts.


 


(c)           Each the Seller and the New Purchaser:


 


(i)            waives objection to the English courts on
grounds of inconvenient forum or otherwise as regards proceedings in connection
with this Agreement; and


 


(ii)           agrees that a judgment or order of an
English court in connection with this Agreement is conclusive and binding on it
and may be enforced against it in the courts of any other jurisdiction.


 


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IN WITNESS of which this Agreement has
been entered into on the date which appears first on page 1.


 


	
  SIGNED by Nicholas Sherriff

  	
  )

  	
  /s/ Nicholas Sherriff

  
	
  for
  and on behalf of

  	
  )

  	
   

  
	
  LAWRENCE
  TANKERS LDC

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by Bob Ratcliffe

  	
  )

  	
  /s/ Bob Ratcliffe

  
	
  for
  and on behalf of

  	
  )

  	
   

  
	
  CALICO
  LEASING (GB) LIMITED

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by Nicholas Sherriff

  	
  )

  	
  /s/ Nicholas Sherriff

  
	
  for
  and on behalf of

  	
  )

  	
   

  
	
  KTL
  CHELSEA, INC

  	
  )

  	
   

  



 


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