d1092550_ex4-9.htm


    Exhibit
4.9


     

    TERMINATION
OF STATUTORY MORTGAGE

     

     

    THIS TERMINATION AGREEMENT (this "Termination") is made
and entered into as of April 8, 2010, by and between (i) CALPETRO TANKERS
(BAHAMAS III) LIMITED, a company organized under the laws of the Bahamas (the
"Owner"), and (ii) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as successor
in interest to Chemical Trust of California and Chase Manhattan Bank And Trust
Company, National Association, as collateral trustee (the "Collateral Trustee"),
as transferee from California Petroleum Transport Corporation, a company
organized under the laws of the state of Delaware ("CPTC"), to the Bahamian
statutory mortgage dated as of June 28, 2001 between the Owner and the
Collateral Trustee, as transferee from CPTC (the "Statutory Mortgage") on the
Vessel (as defined below).  Capitalized terms used herein without
definition shall have the respective meanings ascribed thereto (or incorporated
by reference) in the Statutory Mortgage, which also contains rules of usage that
apply to terms defined therein and herein.

     

    W I T N E S
S E T H:

     

    WHEREAS, Front Voyager Inc. (the "Charterer") and the
Owner have entered into a bareboat charter dated as of March 31, 2006 (the
"Charter") in respect of the Bahamian registered vessel FRONT VOYAGER (formerly
the WILLIAM E. CRAIN), having Official Number 731991 (the "Vessel"), a
single-hull Suezmax class crude oil tanker that is no longer permitted to engage
in the seaborne transportation of crude oil effective February 26, 2010, under
the environmental regulations of the International Maritime Organization (the
"New Regulations"); and

     

    WHEREAS,
the Vessel serves as collateral for the 8.52% First Preferred Mortgage Notes due
2015 (the "Notes") issued by CPTC; and

     

    WHEREAS,
CPTC has loaned to the Owner certain funds from the proceeds of the issuance of
the Notes, which the Owner applied toward the purchase of the Vessel, and for
which the Owner has granted as security to CPTC the Statutory Mortgage in
respect of the Vessel, which CPTC has transferred to the Collateral Trustee;
and

     

    WHEREAS,
CPTC, the Owner and Frontline Ltd., the manager of the Vessel (the "Manager"),
have determined, given that the Charterer does not intend to renew the Charter
and that no acceptable replacement charter is available for the Vessel due to
the New Regulations, that the Vessel should be released as collateral for the
Notes so that it may be delivered and sold on or after April 1, 2010;
and

     

    WHEREAS, holders of 99.92% of the aggregate principal
amount of the Notes outstanding (the "Majority Noteholders") have consented to
changes to the indenture between CPTC and The Bank of New York Mellon Trust
Company, N.A. as indenture trustee (the "Indenture Trustee"), dated as of April
1, 1995, as supplemented and amended by Supplement No. 1, dated as of June 28,
2001 and as further supplemented and amended by Supplement 2, dated as
of the date hereof (the "Indenture"), and certain collateral agreements in
connection therewith (the "Collateral Agreements"), which changes will permit
the release of the Vessel as collateral and the sale of the Vessel under the
collateral trust agreement dated as of April 5, 1995 among CPTC, the Indenture
Trustee, the Collateral Trustee, the Owner, CalPetro Tankers (Bahamas I)
Limited, CalPetro Tankers (Bahamas II) Limited, and CalPetro Tankers (IOM)
Limited, as amended by Amendment No.1 dated as of June 28, 2001, and as further
amended by Amendment No. 2 dated as of April 1, 2010 (as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
its terms, the "Collateral Trust Agreement"), which changes will permit the sale
of the Vessel in accordance with the provisions of the consent solicitation
statement dated February 17, 2010, distributed to holders of the Notes (the
"Consent Solicitation Statement"); and

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    WHEREAS,
certain of the changes set forth in the Consent Solicitation Statement and
approved by holders of Notes will take effect only if the Vessel is sold for an
"Adequate Bid"; and

     

    WHEREAS,
an "Adequate Bid" is a price such that the net proceeds from the sale of the
Vessel (after deducting fees and expenses of the termination and sale) together
with any termination payments paid in connection with the previous and current
charter of the Vessel that are held by the Collateral Trustee pursuant to the
Collateral Trust Agreement are sufficient to redeem the Allocated Principal
Amount of Notes at a redemption price equal to the greater of (x) the sum of (A)
an amount equal to 100% of the Allocated Principal Amount and (B) the Make-Whole
Premium or (y) the applicable Redemption Premium Price, each as defined in the
Indenture, plus accrued but unpaid interest to the date of redemption;
and

     

    WHEREAS,
CPTC, the Owner and the Manager have received an Adequate Bid and the Vessel is
being sold in accordance with such Adequate Bid on the date hereof (the "Sale");
and

     

    WHEREAS,
the Statutory Mortgage must be terminated to permit the release of the Vessel as
collateral and the Sale pursuant to the Collateral Trust Agreement, as described
in the Consent Solicitation Statement and approved by the Majority Noteholders;
and

     

    WHEREAS,
the Statutory Mortgage is one of the Collateral Agreements to which the Majority
Noteholders have consented to amend, supplement, waive or
terminate.

     

    NOW,
THEREFORE, in reference to and consideration of the foregoing and One Dollar
($1.00) and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     

    Article 1.     Termination
of Statutory Mortgage.  The Statutory Mortgage is hereby
terminated in its entirety and is of no force or effect. Neither party shall
have any liability or obligation to the other under or in connection with the
Statutory Mortgage, and any prior notice required in connection with the
termination of the Statutory Mortgage is hereby waived.   In
connection with this Termination, the Collateral Trustee (and, if necessary,
CPTC) shall execute and deliver to the Owner for filing with the Bahamas
Maritime Authority (the "BMA") any and all documents as may be necessary to
effect the termination of the Statutory Mortgage contemplated
hereby under Bahamian law including, but not necessarily limited to, a duly
completed, executed and notarized Discharge of Mortgage ("Discharge") suitable
for filing with the BMA, which Discharge shall be accompanied by (i) the
originally executed  copy of the Statutory Mortgage which was
originally filed with the BMA or, if applicable, (ii) a duly executed and
notarized affidavit of lost deed in respect of such original Statutory
Mortgage.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    Article
2.     Entire
Agreement.  This Termination together with the Discharge to be
filed with the BMA contain the entire agreement and understanding of the parties
with respect to the subject matter hereof, and supersedes and replaces all prior
negotiations and agreements, including the Statutory Mortgage, between the
parties, whether written or oral.  Each party acknowledges that no
party has made any promise, representation, or warranty whatsoever, express or
implied, not contained herein, concerning the subject matter
hereof.

     

    Article
3.     Counterparts/Facsimile
Signatures.  This Termination may be executed in any number of
counterparts, each of which when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same
agreement.  This Termination may be executed and delivered by
facsimile and upon such delivery the facsimile signature will be deemed to have
the same effect as if the original signature had been delivered to the other
party.

     

    Article
4.     Successors
& Assigns.  This Termination shall be binding upon and
inure to the benefit of each of the parties and its or his or her respective
assigns, successors in interests, and representatives.

     

    Article
5.     Governing
Law.  This Termination shall be governed by and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of laws principles.

     

    
 

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    IN
WITNESS WHEREOF, the parties hereto have caused this Termination to be executed
by an officer thereunto duly authorized, all as of the date first above
written.

     

     

     

    
      	
              CALPETRO
      TANKERS (BAHAMAS III) LIMITED

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
                         /s/
      Kate Blankenship

            
	 
      	
              Name:
      Kate Blankenship

            
	 
      	
              Title:   
      Director

            
	 
      	 
      
	 
      	 
      
	
              CALIFORNIA
      PETROLEUM TRANSPORT 

              CORPORATION

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
                          /s/
      Frank B. Bilotta

            
	 
      	
              Name:
      Frank B. Bilotta

            
	 
      	
              Title:   
      President

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              THE
      BANK OF NEW YORK MELLON 

              TRUST
      COMPANY, N.A., as Collateral Trustee

            
	 
      
	 
      
	
              By

            	
                          /s/
      Marcella Burgess

            
	 
      	
              Name: 
      Marcella Burgess

            
	 
      	
              Title:   
      Vice President