d1092550_ex4-10.htm


    Exhibit
4.10

     

     

     

    TERMINATION
OF DEED OF COVENANTS

     

     

    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) CALIFORNIA PETROLEUM TRANSPORT CORPORATION, a company
organized under the laws of the state of Delaware ("CPTC"), to the deed of
covenants dated as of June 28, 2001 between the Owner and CPTC (the "Deed of
Covenants") to accompany a first priority Bahamian statutory mortgage between
the Owner, CPTC and The Bank of New York Mellon Trust Company, N.A., as
collateral trustee (the "Collateral Trustee") and transferee from
CPTC.  Capitalized terms used herein without definition shall have the
respective meanings ascribed thereto (or incorporated by reference) in the Deed
of Covenants, 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 Deed of Covenants in respect
of the Vessel; and

     

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

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

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

     

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

     

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

     

    WHEREAS,
the Deed of Covenants 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 Deed of Covenants 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 Deed of Covenants.  The Deed of Covenants 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
Deed of Covenants, and any prior notice required in connection with the
termination of the Deed of Covenants is hereby waived.

     

    Article 2.     Entire
Agreement.  This Termination contains the entire agreement and
understanding of the parties with respect to the subject matter hereof, and
supersedes and replaces all prior negotiations and agreements, including the
Deed of Covenants, 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

            
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

     

     

     

    
      	
              Consented
      and Agreed to:

            
	 
      
	 
      
	
              THE
      BANK OF NEW YORK MELLON 

              TRUST
      COMPANY, N.A.

            
	
              as
      Collateral Trustee and Indenture Trustee

            
	 
      
	
              By

            	
                          /s/
      Marcella Burgess

            
	 
      	
              Name: 
      Marcella Burgess

            
	 
      	
              Title:   
      Vice President