Exhibit 4.6








AMENDMENT
NO. 2 TO MANAGEMENT AND REMARKETING AGREEMENT








THIS AMENDMENT NO. 2 dated as of April
8, 2010 (this “Amendment”), between (i) CALPETRO TANKERS (BAHAMAS III) LIMITED
(the “Owner”), a company organized under the laws of the Bahamas, and (ii)
Frontline Ltd., a company organized under the laws of Bermuda (the “Manager”),
to the Management and Remarketing Agreement dated as of April 1, 1995 (the
“Original Management Agreement”) among the Owner, P.D. Gram & Co. A.S. (the
“Original Manager”) and Barber Ship Management A.S. (the “Original Technical
Advisor”) as modified by that certain Assignment and Assumption of Management
and Remarketing Agreement dated as of March 31, 1999 whereby the Original
Manager and the Original Technical Advisor assigned all of their rights, powers
and interests and delegated all of their duties and obligations under the
Original Management Agreement to the Manager, and as amended on June 28, 2001
(the Original Management Agreement as so modified and amended, and as the same
may be further amended, supplemented or otherwise modified from time to time in
accordance with its terms, the “Management Agreement”).  Capitalized
terms used herein without definition shall have the respective meanings ascribed
thereto (or incorporated by reference) in the Management 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 previously entered into a bareboat charter (the
“Charter”) dated March 31, 2006 in respect of the FRONT VOYAGER (formerly the
WILLIAM E. CRAIN (Official Number 731991)) (the “Vessel”), which charter has
since been terminated at the Charterer’s option; and





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





WHEREAS,
the Owner and the Manager 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 the Manager to follow the same remarketing
procedures set forth in Section 3.05 of the Management Agreement (“Section
3.05”) in the event of termination of the Initial Charter (as defined therein),
which provides for the sale of the Vessel if no Acceptable Replacement Charter
is available; and





WHEREAS,
the Vessel serves as collateral for the 8.52% First Preferred Mortgage Notes due
2015 issued by California Petroleum Transportation Corporation (the “Notes”);
and





WHEREAS,
the holders of the Notes have consented to amendments to the Management
Agreement to allow the Manager to follow the same remarketing procedures in the
event of the termination of an Acceptable Replacement Charter as in the event of
the termination of an Initial Charter, and to the sale of the Vessel pursuant to
Section 3.05 and pursuant to the provisions of the indenture and collateral
agreements with respect to the Notes; and












WHEREAS,
under Schedule 1 of the Management Agreement, the defined terms “Initial
Charter” and “Initial Charterer” used in Section 3.05 and elsewhere must be
amended in order to clarify that the procedures set forth in the Management
Agreement for the remarketing and sale of the Vessel in the event of termination
of the Initial Charter by the Initial Charterer shall also apply in the event of
the termination of an Acceptable Replacement Charter by the charterer under such
Acceptable Replacement Charter.




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 Management Agreement, which also
contains rules of usage that apply to terms defined therein and
herein.




Article
2.    Agreements and
Amendments.




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




“ ‘Initial Charter’
means with respect to each Vessel, the Bareboat Charter, dated as of April 1,
1995, between the Initial Charterer and the Owner. 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) 
The definition of “Initial Charterer” shall hereby be amended to
read:




“ ‘Initial Charterer’
means Chevron Transport Corporation, provided that in the event any Vessel is
under an Acceptable Replacement Charter and such Acceptable Replacement Charter
terminates, the charterer under such Acceptable Replacement Charter shall be
deemed to be an Initial Charterer.”




Article
3.    Continued Effect;
Counterparts.  Except as expressly amended hereby, the
Management Agreement remains 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 Management Agreement shall mean the
Management 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
4.    Governing
Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE
LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE, EXCEPT AS MAY OTHERWISE BE REQUIRED BY
MANDATORY PROVISIONS OF LAW, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW
(OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).




[THE
REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.]





IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to the
Management Agreement to be executed by an officer thereunto duly authorized, all
as of the date first above written.




CALPETRO
      TANKERS (BAHAMAS III) LIMITED
              as
      OwnerBy:
            /s/
      Kate BlankenshipName:
      Kate BlankenshipTitle:   DirectorFRONTLINE
      LTD.
              as
      Manager and Technical AdvisorBy:
            /s/
      Jens Martin JensenName:
      Jens Martin JensenTitle:   Chief
      Executive Officer of Frontline Management AS























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