d1092550_ex4-11.htm


    Exhibit 4.11

    


     

     

    TERMINATION
OF TERM LOAN AGREEMENT

    


    


    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
term loan agreement dated as of April 1, 1995 between the Owner and CPTC (the
"Loan Agreement").  Capitalized terms used herein without definition
shall have the respective meanings ascribed thereto (or incorporated by
reference) in the Loan Agreement, 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,
pursuant to the Loan Agreement, 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

    


    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 Bank of New York
Mellon Trust Company, N.A., as collateral 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 proceeds from the Sale will be used to satisfy the outstanding obligations
of the Owner under the Loan Agreement; and

    


    WHEREAS,
subject to the foregoing, the Majority Noteholders have consented to the
termination of the Loan Agreement.

    


    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 the Loan
Agreement.  The Loan Agreement 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 Loan Agreement, and any
prior notice required in connection with the termination of the Loan Agreement
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
Loan Agreement, 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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REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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