d1092550_ex4-7.htm


    Exhibit 4.7

    


     

     

    AMENDMENT
NO. 2 TO COLLATERAL TRUST AGREEMENT

    


    THIS
AMENDMENT NO. 2 dated as of April 1, 2010 (this "Amendment"), among (i)
CALIFORNIA PETROLEUM TRANSPORT CORPORATION ("CalPetro"), (ii) THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A. (as successor in
interest to Chemical Trust of California ("Chemical") and
Chase Manhattan Bank And
Trust Company, National
Association (together with Chemical, the "Prior Trustees")), as Collateral Trustee,
Serial Indenture Trustee and Term Indenture Trustee (the "Collateral Trustee"
and "Indenture Trustee"), (iii) CALPETRO TANKERS (BAHAMAS I) LIMITED ("CalPetro
Tankers I"), (iv) CALPETRO TANKERS (BAHAMAS II) LIMITED ("CalPetro Tankers II"),
(v) CALPETRO TANKERS (BAHAMAS III) LIMITED ("CalPetro Tankers III") and (vi)
CALPETRO TANKERS (IOM) LIMITED ("CalPetro Tankers IOM", and together with
CalPetro Tankers I, CalPetro Tankers II and CalPetro Tankers III, the "Owners")
to the Collateral Trust Agreement dated as of April 5, 1995 among CalPetro, the
Indenture Trustee, the Collateral Trustee and the Owners, as amended by
Amendment No.1, dated as of June 28, 2001 (as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms, the "Collateral Agreement").

    


    W I T N E S S E T H
:

    


    WHEREAS,
CalPetro and the Indenture Trustee entered into the Term Indenture dated as of
April 1, 1995, as supplemented and amended by Supplement No. 1, dated as of June
28, 2001, (as the same may be amended, supplemented or otherwise modified from
time to time in accordance with its terms, the "Indenture");

    


    WHEREAS,
the Indenture provided for the initial issuance of an aggregate principal amount
of $117,900,000 of 8.52% First Preferred Mortgage Notes due 2015 of CalPetro
(the "Notes");

    


    WHEREAS,
the m.t. Front Voyager, a single-hull
Suezmax class crude oil tanker, owned by CalPetro Tankers III, that serves as
part of the collateral for the Collateral Agreement (the "Vessel"), is no longer
permitted to engage in the seaborne transportation of crude oil after February
26, 2010, under the environmental regulations of the International Maritime
Organization;

    


    WHEREAS,
the Vessel's current Acceptable Replacement Charter with Frontline Voyager Inc.
will be terminated on April 1, 2010;

    


    WHEREAS,
Frontline Ltd. ("Frontline"), the manager of the Vessel, has determined that,
given the single-hull structure of the Vessel, efforts to enter into a
replacement charter for the Vessel, as of the date hereof, have failed and no
Acceptable Replacement Charter is expected to be available after the expiration
of the current charter on April 1, 2010;

    


    WHEREAS,
the Collateral Agreement does not provide procedures to follow in the event an
Acceptable Replacement Charter is terminated;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    WHEREAS,
CalPetro, CalPetro Tankers III, the Collateral Trustee and the Indenture Trustee
have determined that the likely intent of the parties and the best course of
action in the event of termination of an Acceptable Replacement Charter is to
allow CalPetro Tankers III to follow the same procedures set forth in the
Collateral Agreement for the termination of the Initial Charter (as defined
therein), which provides for the sale of the Vessel if no Acceptable Replacement
Charter is available;

    


    WHEREAS,
pursuant to Section 7.03(b)(iii) of the Collateral Agreement, with the consent
of a majority in aggregate principal amount of Holders of the Notes issued under
the Indenture, the Collateral Trustee, the Indenture Trustees and CalPetro may
change the definition of any defined term used in Sections 3.01, 3.02, 3.03 or
3.04;

    


    WHEREAS,
holders of 99.92% of the aggregate principal amount of the Notes outstanding
consented to changes to the Indenture and certain collateral agreements in
connection therewith, including the Collateral 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"), which is attached hereto as
Appendix A;

    


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

    


    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 the 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;

    


    WHEREAS,
under Section 1.1 the defined term "Initial Charter" used in Section 3.01 and
elsewhere, must be amended in order to clarify that the procedures set forth in
the Collateral Agreement for the termination of the Initial Charter shall also
apply in the event of the termination of an Acceptable Replacement
Charter;

    


    WHEREAS,
a sale of the Vessel will necessitate the release of the Vessel as collateral
under the Collateral Agreement; and

    


    WHEREAS,
under Section 1.1 the defined terms "Mortgage" and "Security Documents," used in
Section 3.01 or elsewhere, must be amended to allow for the release of the
Vessel as collateral under the Collateral Agreement;

    


    NOW,
THEREFORE, in consideration of the premises and One Dollar ($1.00) and other
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Article
1.      Definitions.  Capitalized
terms used herein without definition shall have the respective meanings ascribed
thereto (or incorporated by reference) in the Collateral Agreement, which also
contains rules of usage that apply to terms defined therein and
herein.

    


    Article
2.      Pursuant to Section 7.03(c) of the
Collateral Agreement, the Indenture Trustee hereby directs the Collateral
Trustee to amend, supplement or waive any Security Document as required in
connection with, and to enable and permit, to clarify procedures to follow in
connection with the termination of charters of the vessels securing the Notes,
including the Vessel, so as to allow for putting in place new charters or the
sale of a vessel if no new charter is available in accordance with the
provisions of the Consent Solicitation Statement.

    


    Article
3.       Agreements and
Amendments.

    


    (a) The
definition of "Initial Charter" shall hereby be amended to read:

    


    "'Initial Charter'
means, for each Vessel, the bareboat charter between the related Owner and
Chevron Transport dated the Closing Date, as the same may be amended from time
to time. For any Vessel under an Acceptable Replacement Charter, in the event
that such Acceptable Replacement Charter terminates, the Acceptable Replacement
Charter shall be deemed to be an Initial Charter."

    


    (b)
Provided that the Vessel is sold at an Adequate Bid, the definition of
"Mortgage" shall hereby be amended to read:

    


    "'Mortgage' means, for
each Vessel, other than the m.t. Front Voyager, the First
Preferred Ship Mortgage or Statutory Mortgage and Deed of Covenants for such
Vessel, as applicable, dated the date of the related Initial Charter, between
the related Owner and California Petroleum and assigned by California Petroleum
to the Collateral Trustee, as the same may be amended from time to
time."

    


    (c)
Provided that the Vessel is sold at an Adequate Bid, the definition of "Security
Documents" shall hereby be amended to read:

    


    "'Security Documents'
means, for each Vessel and the Owners, other than CalPetro Tankers (Bahamas III)
Limited, the Loan Agreements, the Mortgage, the Assignment of Initial Charter,
the Assignment of Earnings and Insurances, the Assignment of Initial Charter
Guarantee, the Assignment of Management Agreement, the Issue of One Debenture,
the Stock Pledge, the Assignment of Vessel Purchase Agreement, and any
additional security agreement, assignment or mortgage document entered into by
any Owner from time to time in connection with such Owner's Loan
Agreements.

    


    Article
4.      Amendments of Security
Documents.  Provided that the Vessel is sold at an Adequate Bid
and pursuant to Section 7.03(c) of the Collateral Agreement, the Indenture
Trustee hereby directs the Collateral Trustee to amend, supplement or waive any
Security Document as required in connection with, and to enable and permit, the
sale of the Vessel in accordance with the provisions of the Consent Solicitation
Statement approved by a majority in aggregate principal amount of Holders of
Notes issued under the Indenture, which is attached hereto as Appendix
A.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Article
5.      Continued Effect;
Counterparts.  Except as expressly amended hereby, the
Collateral Agreement remains in full force and effect, all other Security
Documents and Related Security Documents remain in full force and effect, and
each of the parties hereto hereby expressly affirms its respective obligations
hereunder and thereunder notwithstanding the amendment effected hereby. As from
the date of this Amendment, any reference to the Collateral Agreement in any
Security Document or Related Security Document shall mean the Collateral
Agreement as amended hereby. This Amendment may be executed in any number of
counterparts, each of which shall be an original and all of which, taken
together, shall constitute one and the same instrument.

    


    Article
6.      Governing
Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS OTHERWISE REQUIRED
BY MANDATORY PROVISIONS OF LAW.

    


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REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    


    
      	
              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

            
	 
      	 
      
	
              THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

              as
      Term Indenture Trustee

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Marcella Burgess

            
	 
      	
              Name:
      Marcella Burgess

            
	 
      	
              Title:   Vice
      President

            
	 
      	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	 
      
	
              CALPETRO
      TANKERS (BAHAMAS I) LIMITED

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Kate Blankenship

            
	 
      	
              Name:
      Kate Blankenship

            
	 
      	
              Title:   Director

            
	 
      	 
      
	 
      	 
      
	
              CALPETRO
      TANKERS (BAHAMAS II) LIMITED

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Kate Blankenship

            
	 
      	
              Name:
      Kate Blankenship

            
	 
      	
              Title:   Director

            
	 
      	 
      
	 
      	 
      
	
              CALPETRO
      TANKERS (BAHAMAS III) LIMITED

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Kate Blankenship

            
	 
      	
              Name:
      Kate Blankenship

            
	 
      	
              Title:   Director

            
	 
      	 
      
	 
      	 
      
	
              CAPETRO
      TANKERS (IOM) LIMITED

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Kate Blankenship

            
	 
      	
              Name:
      Kate Blankenship

            
	 
      	
              Title:   Director