d864565_ex4-5.htm


     

    Exhibit 4.5


      


      
        	 
      
	 
	
                 

                 

                 

                 

                CALIFORNIA
      PETROLEUM TRANSPORT CORPORATION

                 

                 

                and

                 

                 

                CALPETRO
      TANKERS (BAHAMAS III) LIMITED

                 

              
	 
	 
	 
	 
      
	
                 

                ASSIGNMENT
      OF CHARTER

                 

                Dated as of March 31, 2006

                 

              
	 
      
	
                 
      

                 

                 

                 

                 

              
	 
	 


      



     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    
    

     

    
    

     

    
      	 	 Page


    

     

    ARTICLE
I

    DEFINITIONS

     

    ARTICLE
II

    ASSIGNMENT

     

    
      	
              Section
      2.01

            	
              Security
      Interest 

            	
              1

            


    

     

    
      	
              Section
      2.02

            	
              Assignment 

            	
              1

            


    

     

    
      	
              Section
      2.03

            	
              Owner
      to Remain Liable 

            	
              2

            


    

     

    ARTICLE
III

    REPRESENTATIONS
AND WARRANTIES OF THE OWNER

     

    
      	
              Section
      3.01

            	
              Organization,
      Power and Status of the Owner 

            	
              2

            


    

     

    
      	
              Section
      3.02

            	
              Authorization;
      Enforceability; Execution and Delivery

            	
              2

            


    

     

    
      	
              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
      Charter 

            	
              3

            


    

     

    ARTICLE
IV

    COVENANTS
OF THE OWNER

     

    
      	
              Section
      4.01

            	
              Consent
      of Charterer 

            	
              3

            


    

     

    
      	
              Section
      4.02

            	
              Enforcement
      of Charter 

            	
              3

            


    

     

    
      	
              Section
      4.03

            	
              Amendment
      of Charter; Assignment of Charter 

            	
              4

            


    

     

    
      	
              Section
      4.04

            	
              Performance
      of Obligations 

            	
              4

            


    

     

    
      	
              Section
      4.05

            	
              Notices 

            	
              4

            


    

     

    
      	
              Section
      4.06

            	
              Further
      Assurances 

            	
              4

            


    

     

    
      	
              Section
      4.07

            	
              Lender
      as Attorney-in-Fact of Owner 

            	
              4

            


    

     

    ARTICLE
V

    MISCELLANEOUS
PROVISIONS

     

    
      	
              Section
      5.01

            	
              Amendment 

            	
              5

            


    

     

    
      	
              Section
      5.02

            	
              Severability 

            	
              5

            


    

     

    
      	
              Section
      5.03

            	
              Notices 

            	
              5

            


    

     

    
      	
              Section
      5.04

            	
              Consent
      to Jurisdiction 

            	
              5

            


    

     

    
      	
              Section
      5.05

            	
              Captions 

            	
              5

            


    

     


    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    


    
      	
              Section
      5.06

            	
              Governing
      Law 

            	
              5

            


    

     

    
      	
              Section
      5.07

            	
              No
      Partnership 

            	
              6

            


    

     

    
      	
              Section
      5.08

            	
              Counterparts 

            	
              6

            


    

     

    
      	
              Section
      5.09

            	
              Survival 

            	
              6

            


    

     

    
      	
              Section
      5.10

            	
              Integration 

            	
              6

            


    

     

    
      	
              Section
      5.11

            	
              Reproduction
      of Documents 

            	
              6

            


    

     

    
      	
              Section
      5.12

            	
              Successors
      and Assigns; Assignment 

            	
              6

            


    

     

    
      	
              Section
      5.13

            	
              General
      Interpretive Principles 

            	
              6

            


    

     

    


    



    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    


    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 “Lender”) and CalPetro Tankers (Bahamas III) Limited, a
company organized under the laws of The Commonwealth of the Bahamas (the
“Owner”).

     

    PRELIMINARY
STATEMENT

     

    The
Owner has received from the Lender loans in the original aggregate principal
amount of $40,262,000.00 (the “Loans”) pursuant to the Term
Loan Agreement dated as of April 1, 1995 (the “Term Loan Agreement”) between the
Lender and the Owner, as borrower.

     

    The net
proceeds of the Loans were 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
__, 2006 (the “Charter”) between the Owner and Front Voyager Inc., as charterer
(the “Charterer”). As collateral security for its obligations under the Term
Loan Agreement, the Owner has heretofore assigned, pledged, mortgaged and
granted the Lender a security interest in, inter
alia, the Vessel, the Initial Charter and the earnings and insurances of
the Vessel, and is obligated to assign, pledge, mortgage and grant the Lender a
security interest in the 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 Owner and the Lender 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 Owner 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 Lender,
its successors and assigns, for its and their respective successors’ and
assigns’ own proper use and benefit, all of the Owner’s right, title and
interest in and to the Charter, including without limitation any moneys
whatsoever payable to the Owner under the Charter, together with the income and
proceeds thereof and all other rights and benefits whatsoever accruing to the
Owner under the Charter; provided, however, that the
Owner shall keep the Lender fully and effectively indemnified from and against
all actions, losses, claims, proceedings, costs, demands and liabilities which
may be suffered by the Lender under or by virtue of the Charter or this
Assignment.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
2.03  Owner to Remain
Liable. (a) Anything in this Assignment contained to the contrary
notwithstanding, the Owner shall remain liable under the Charter, and shall
observe, perform and fulfill all of the conditions and obligations to be
observed, performed and fulfilled by it thereunder, and the Lender shall have no
obligation or liability of any kind whatsoever thereunder or by reason of or
arising out of this Assignment, nor shall the Lender be under any liability
whatsoever in the event of any failure by the Owner 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 Owner 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 Owner 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 Lender or to which the Lender
may be entitled hereunder at any time or times.

     

    (b) 
Any
and all rights assigned herein may be further assigned by the Lender, 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 Lender under this
Assignment.

     

    ARTICLE
III

     

    REPRESENTATIONS
AND WARRANTIES OF THE OWNER

     

    The
Owner hereby represents and warrants to the Lender as follows:

     

    Section
3.01  Organization, Power and
Status of the Owner.  The Owner (a) is a corporation duly formed,
validly existing and in good standing under the laws of The Bahamas 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 Owner 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 Owner has all
necessary corporate power and authority to execute, deliver and perform under
this Assignment.

     

    (b)  All
action on the part of the Owner 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 Owner. This Assignment
constitutes the legal, valid and binding obligation of the Owner, enforceable
against it in accordance with the terms thereof.

     


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    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 Owner
or (ii) constitutes a default under any Security Document.

     

    (b)  The
Owner is in compliance with and not in default under any and all Requirements of
Law applicable to the Owner 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 Owner in connection with the execution, delivery and
performance by the Owner 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 Owner or, to the best of the
Owner’s knowledge, threatened against the Owner or pending or threatened against
any property or other assets or rights of the Owner with respect to this
Assignment.

     

    Section
3.06 
No Prior
Assignment.  The Owner 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 or any part of the rights, titles and interests
hereby assigned, to anyone other than the Lender, or its successors or
assigns.

     

    Section
3.07 
The Charter. 
The Charter constitutes the legal, valid and binding obligation of the Charterer
and of the Owner as “Owners” 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 OWNER

     

    The
Owner hereby covenants and agrees that so long as any of the Term Obligations
remains outstanding:

     

    Section
4.01 
Consent of
Charterer.  On the Closing Date, the Owner shall deliver to the
Charterer a copy of this Assignment and shall procure the execution by the
Charterer of the Consents and Acknowledgment set out in Exhibit A hereto and
deliver said Consents and Acknowledgment to the Lender on the Closing
Date.

     

    Section
4.02  Enforcement of
Charter.  (a) The Owner will do or permit to be done each and every
act or thing which the Lender may from time to time require to be done for the
purpose of enforcing the Lender’s rights under the Charter and this
Assignment.

     

    (b) 
If an
Event of Default shall occur under the Term Loan Agreement, the Owner 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 Owner
under the Charter shall be paid to the credit of JPMorgan Chase Bank, N.A., ABA
# 021000021 for credit to Acct. No. ###-##-####, Re: California Petroleum
Transport Corporation or to such other account as the Lender may from time to
time direct.

     


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


     

    (c)  The
Owner will not exercise any right or powers conferred on it by the Charter in
connection with any default or alleged default by the Charterer thereunder
(including without limitation the right of termination and substitution) unless
and until requested so to do by the Lender whereupon the Owner agrees that it
will do so provided always that the Lender 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 Charter by the Owner.

     

    Section
4.03 
Amendment of Charter;
Assignment of Charter.  (a) The Owner will not, except with the
previous written consent of the Lender, agree to any variation of the Charter or
release the Charterer from any of its obligations thereunder or waive any breach
of the Charterer’s obligations thereunder or consent to any such act or omission
of the Charterer as would otherwise constitute such breach.

     

    (b)  The
Owner will not, except with the previous written consent of the Lender,
assign the Charter to any other Person.

     

    Section
4.04  Performance of
Obligations.  The Owner will perform its obligations under the
Charter and will use its best efforts to cause the Charterer to perform its
obligations under the Charter.

     

    Section
4.05  Notices.  The
Owner will send a copy of all notices received or given by it under the Charter
forthwith to the Lender.

     

    Section
4.06  Further
Assurances.  The Owner will at any time and from time to time, upon
the written request of the Lender, promptly and duly execute and deliver any and
all such further instruments and documents and take such action as the Lender
may deem desirable in order to obtain the full benefits of this Assignment and
of the rights and powers herein granted.

     

    Section
4.07  Lender
as Attorney-in-Fact of Owner. The Owner hereby constitutes the Lender,
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 the Owner 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, 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
Lender may seem to be necessary or advisable under this Assignment. Any action
or proceeding brought by the Lender pursuant to any of the provisions of this
Assignment or otherwise and any claim made by the Lender hereunder may be
compromised, withdrawn or otherwise dealt with by the Lender without any notice
to or approval of the Owner.

     


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    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 Lender, 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
Owner, at the following address: c/o McKinney, Bancroft & Hughes, Mareva
House, 4 George Street, Nassau, Bahamas, or at other such address as shall be
designated by such party in a written notice to the other parties.

     

    Section
5.04 
Consent to
Jurisdiction.  Any legal suit, action or proceeding against the
Owner arising out of or relating to this Assignment, or any transaction
contemplated hereby, may be instituted in any federal or state court in The City
of New York, State of New York and the Owner hereby waives any objection which
it may now or hereafter have to the laying of venue of any such suit, action or
proceeding, and the Owner hereby irrevocably submits to the jurisdiction of any
such court in any such suit, action or proceeding. The Owner hereby irrevocably
appoints and designates CT Corporation System, having an address at 1633
Broadway, New York, New York, its true and lawful attorney-in-fact and duly
authorized agent for the limited purpose of accepting servicing of legal process
and the Owner agrees that service of process upon such party shall constitute
personal service of such process on such Person. The Owner shall maintain the
designation and appointment of such authorized agent until all amounts payable
under this Assignment shall have been paid in full. If such agent shall cease to
so act, the Owner shall immediately designate and appoint another such agent
satisfactory to the Lender and shall promptly deliver to the Lender evidence in
writing of such other agent’s acceptance of such appointment.

     

    Section
5.05 
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
5.06  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.

     


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    


    Section
5.07 
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
5.08  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
5.09  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 party’s
obligations hereunder remain outstanding.

     

    Section
5.10 
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 supersede 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
5.11  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
5.12 
Successors and Assigns;
Assignment.  This Assignment shall be binding upon and inure to the
benefit of the Owner and the Lender and their respective successors and assigns.
The Owner shall not have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Lender. The Lender, at
its sole option, shall have the right to assign this Assignment, the Term Loan
Agreement, the Security Documents and any of its rights and interest hereunder
and thereunder.

     

    Section
5.13 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;

     


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    


    (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.

     


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Owner and the Lender have caused this Assignment to be duly
executed and delivered by their respective officers thereunto duly authorized
all as of the day and year first above written.

     

    
      	 	
              CALIFORNIA
      PETROLEUM TRANSPORT CORPORATION, as Lender

            
	 	 
      
	 	
              By:  /s/  Douglas
      Donaldson

              Name: 
      Douglas Donaldson

              Title:   
      Treasurer

            
	 	 
      
	 	
              CALPETRO
      TANKERS (BAHAMAS III) LIMITED,

              as
      Owner

            
	 	 
      
	 	
              By:  /s/ 
      Tor Olav
      Trøim

              Name: 
      Tor Olav Trøim

              Title:   
       President

            


    


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    


    Exhibit
A

    LETTER
OF ACKNOWLEDGMENT

    TO
ASSIGNMENT OF CHARTER

     

                    March __,
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:
      /s/ Tom E.
      Jebson         

              Name: Tom E.
      Jebson                                                               

              Title:   
      President & Director

            


    

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    OWNER’S
LETTER OF ACKNOWLEDGMENT

    TO
COLLATERAL ASSIGNMENT OF CHARTER

     

                March 31,
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, 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 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:  /s/  Tor Olav
      Trøim

              Name: 
      Tor Olav Trøim

              Title:    
      President

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CALPETRO
TANKERS (BAHAMAS III) LIMITED

     

     

    CERTIFICATE

     

     

    The
undersigned hereby certifies to J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Collateral Trustee (the “Trustee”), that the Bareboat Charter dated as of
March 31, 2006 by and between CalPetro Tankers (Bahamas III) Limited, as Owner
(the “Company”), and Front Voyager Inc., as Charterer, constitutes an Acceptable
Replacement Charter as such term is defined and used in that certain Collateral
Trust Agreement dated as of April 5, 1995 by and among California Petroleum
Transport Corporation, CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited, CalPetro Tankers (IOM) Limited, the Company, and the
Trustee.

     

    IN WITNESS WHEREOF, the
Company has caused this Certificate to be executed on its behalf by the
undersigned on and as of the 31st day of March, 2006.

     

    
      	 	
              CALPETRO
      TANKERS (BAHAMAS III) LIMITED

            
	 
      
	 	
              By:  /s/  Tor Olav
      Trøim

              Name:  
      Tor Olav Trøim

              Title:     
      President

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Frontline
Ltd.

    Par
La Ville Place, 4th Floor

    14
Par La Ville Road

    Hamilton
HM JX  Bermuda

     

                                               
March 31, 2006

     

    J.P.
MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

    as
Collateral Trustee

     

    CALPETRO
TANKERS (BAHAMAS III) LIMITED,

    as
Owner

     

    Re:           Notice of Acceptable
Replacement Charter

     

    Ladies
and Gentlemen:

     

    We
refer to the Management and Remarketing Agreement, dated as of April 1, 1995, as
amended (the “Management Agreement”), between the undersigned, as
manager (the “Manager”), and CalPetro Tankers (Bahamas III) Limited, as owner
(the “Owner”). Each capitalized term used but not otherwise defined herein has
the meaning ascribed thereto in the Management Agreement.

     

    We
hereby advise you pursuant to Section 3.05(b) of the Management Agreement that
an Acceptable Replacement Charter (in the form attached hereto, the “New
Charter”) is available in respect of the Vessel, to commence upon redelivery of
the Vessel by the Initial Charterer. We further advise you that we will receive
and promptly deliver to the Collateral Trustee a written confirmation from the
Rating Agencies that the terms and conditions of the New Charter will not result
in the withdrawal or reduction of their respective ratings on the Term Mortgage
Notes. We certify to you that, upon the Rating Agencies giving such
confirmation, the New Charter will constitute an Acceptable Replacement
Charter.

     

    
      	 	
              Very
      truly yours,

            
	 
      
	 	
              FRONTLINE
      LTD.

            
	 
      
	 	
              By:  /s/ Tom E.
      Jebsen

                         
      Tom
      E. Jebsen

                         
      Chief
      Financial Officer

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1

     

    Defined
Terms Used in the Assignment

     

    “Assignment” or Assignment of
Charter” means the assignment
between the Owner and the Lender, as amended from time to time in accordance
with the terms thereof, pursuant to which the Owner assigns to the Lender 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.

     

    “Closing Date” means
March __, 2006.

     

    “Event of Default” means an
Event of Default under Section 6.01 of the Term Loan Agreement.

     

    “Front Voyager Inc.” means
Front Voyager Inc., a Liberian corporation.

     

    “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 the Loan Agreement or 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 Owner or operation of the
Vessels.

     

    “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.

     

    “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.

     

    “Lender” means California
Petroleum Transport Corporation, a corporation organized under the laws of the
State of Delaware.

     

    “Loans” means, collectively,
the Term Loan.

     

    “Loss Date” means the date
which is 90 days after the occurrence of a Total Loss of the
Vessel.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Mortgage” means, with
respect to the Vessel, the first preferred ship mortgages on the Vessel granted
by the Owner to the Lender, 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.

     

    “Payment Date” means each
April 1 and October 1, commencing April 1, 2006.

     

    “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.

     

    “Registration Jurisdiction”
means the jurisdiction in which the Vessel is or will be
registered.

     

    “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 Term Loan Agreement, the Mortgage, the Assignment of Charter, the Assignment
of Earnings and Insurances, the Assignment of Management Agreement, the
Assignment of Purchase Agreement, the Issue of One Debenture,
collectively.

     

    “State” means any state of the United States of
America and, in addition, the District of Columbia.

     

    “Term Loan” shall have the
meaning assigned to such term in the Preliminary Statement of this
Assignment.

     

    “Term Loan Agreement” means
the Loan Agreement, dated as of April 1, 1995 between the Owner and the Lender
pursuant to which the Lender makes the Term Loan to the Owner.

     

    “Term Mortgage Notes” means
8.52 % First Preferred Mortgage Notes Due 2015 in the initial aggregate amount
of $117,900,000 issued by the Lender concurrently with the issuance of the
Serial Mortgage Notes.

     

    “Term Obligations” means the
payment, performance or obligations of any kind or nature whatsoever of the
Owner under and pursuant to the Term Loan Agreement, 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.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CHARTERER’S
LETTER OF ACKNOWLEDGMENT

    TO
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:  /s/ Tom E.
      Jebsen

              Name: Tom
      E. Jebsen

              Title: President
      & Director