CALIFORNIA PETROLEUM TRANSPORT CORP - FORM 10-Q

Attached files

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EX-31.1 - CALIFORNIA PETROLEUM TRANSPORT CORP	d1218154_ex31-1.htm
EX-32.2 - CALIFORNIA PETROLEUM TRANSPORT CORP	d1218154_ex32-2.htm
EX-31.2 - CALIFORNIA PETROLEUM TRANSPORT CORP	d1218154_ex31-2.htm
EX-32.1 - CALIFORNIA PETROLEUM TRANSPORT CORP	d1218154_ex32-1.htm
EXCEL - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORP	Financial_Report.xls

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

June 30, 2011

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number:

033-79220

California Petroleum Transport Corporation

(Exact name of registrant as specified in its charter)

Delaware	04-3232976
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

114 West 47th Street, Suite 2310, New York, New York 10036
(Address of principal executive offices) (Zip Code)

(212) 302-5151
(Registrant's telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [_] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[_] Yes [_] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non- accelerated filer. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[_]		Accelerated filer	[_]
Non-accelerated filer	[X]		Smaller Reporting Company	[_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[_] Yes [X] No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

[_] Yes [_] No

Number of shares outstanding of each class of Registrant's Common Stock as of August 10, 2011

1,000 shares Common Stock, $1.00 par value per share

California Petroleum Transport Corporation

Quarterly Report on Form 10-Q


		Page
Part I	Financial Information
Item 1	Financial Statements	2
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3	Quantitative and Qualitative Disclosures about Market Risk	10
Item 4	Controls and Procedures	11

Part II	Other Information
Item 1	Legal Proceedings	12
Item 1A	Risk Factors	12
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3	Defaults Upon Senior Securities	12
Item 4	(Removed and Reserved)	12
Item 5	Other Information	12
Item 6	Exhibits	12

Signatures		14

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

California Petroleum Transport Corporation, or the Company, desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. When used in this report, the words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect" and similar expressions identify forward-looking statements.

The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors and matters discussed elsewhere herein and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies, fluctuations in currencies and interest rates, general market conditions, including fluctuations in charterhire rates and vessel values, changes in demand in the tanker market, changes in world wide oil production and consumption and storage, changes in the Company's operating expenses, including bunker prices, drydocking and insurance costs, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents, political events or acts by terrorists, and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission or the Commission.

ITEM 1 – FINANCIAL STATEMENTS

California Petroleum Transport Corporation

Unaudited Balance Sheets as at June 30, 2011 and December 31, 2010

(in thousands of US$)

	June 30, 2011		Dec 31, 2010
ASSETS
Current assets:
Cash and cash equivalents		1		1
Current portion of Term Loans receivable		9,526		9,526
Interest receivable		812		1,014
Other current assets		11		23
Total current assets		10,350		10,564
Term Loans receivable, less current portion		28,269		37,753
Deferred charges		308		350
Total assets		38,927		48,667

LIABILITIES AND EQUITY
Current liabilities:
Accrued interest		812		1,014
Current portion of Term Notes payable		9,526		9,526
Other current liabilities		11		23
Total current liabilities		10,349		10,563
Term Notes payable, less current portion		28,577		38,103
Total liabilities		38,926		48,666
Equity
Share capital		1		1
Total liabilities and equity		38,927		48,667

See notes to the unaudited financial statements.

California Petroleum Transport Corporation

Unaudited Statements of Operations and Retained Earnings for the three and six month periods ended June 30, 2011 and 2010

(in thousands of US$)

	Three month period ended June 30,						Six month period ended June 30,
	2011			2010			2011			2010
Revenue
Interest income		832			1,095			1,868			2,566
Expenses reimbursed		6			3,018			11			3,024
Net operating revenues		838			4,113			1,879			5,590
Expenses
General and administrative expenses		(6	)		(7	)		(11	)		(13	)
Amortization of debt issue costs		(21	)		(52	)		(42	)		(74	)
Other financial items		-			(3,011	)		-			(3,011	)
Interest expense		(811	)		(1,043	)		(1,826	)		(2,492	)
Total operating expenses		(838	)		(4,113	)		(1,879	)		(5,590	)
Net income		-			-			-			-

Retained earnings, beginning of period		-			-			-			-
Retained earnings, end of period		-			-			-			-

See notes to the unaudited financial statements.

California Petroleum Transport Corporation

Unaudited Statements of Cash Flows for the six month period ended June 30, 2011 and 2010

(in thousands of US$)

	Six month period ended June 30,
		2011			2010

Net income			-			-
Adjustments to reconcile net income to net cash provided by operating activities
Amortization of deferred debt issue costs			42			74
Amortization of issue discount on loan receivable			(42	)		(74	)
Changes in operating assets and liabilities:
Interest receivable			202			434
Other current assets			12			2
Accrued interest			(202	)		(434	)
Other current liabilities			(12	)		(2	)
Net cash provided by operating activities			-			-
Cash flows from investing activities
Collections on Term Loans			9,526			20,410
Net cash provided by investing activities			9,526			20,410
Cash flows from financing activities
Repayment of Term Notes			(9,526	)		(20,410	)
Net cash used in financing activities			(9,526	)		(20,410	)
Net change in cash and cash equivalents			-			-

Cash and cash equivalents at beginning of period			1			1
Cash and cash equivalents at end of period			1			1

Supplemental disclosure of cash flow information
Interest paid			2,028			2,898

See notes to the unaudited financial statements.

California Petroleum Transport Corporation

Notes to the unaudited financial statements

1.	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

California Petroleum Transport Corporation (the "Company"), which is incorporated in Delaware, is a special purpose corporation that was organized solely for the purpose of issuing, as agent on behalf of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited and CalPetro Tankers (IOM) Limited (each an "Owner" and together, the "Owners"), $167,500,000 of Serial First Preferred Mortgage Notes, or the Serial Notes, and $117,900,000 of 8.52% First Preferred Mortgage Notes due in 2015, which we refer to as the Term Notes and together with the Serial Notes, the Notes. The Serial Notes were fully repaid on April 1, 2006. The proceeds from the sale of the Notes were applied by way of long-term loans, applying Serial Loans in respect of the Serial First Preferred Mortgage Notes and Term Loans in respect of the First Preferred Mortgage Notes due in 2015, to the Owners to fund the acquisition of four vessels from Chevron Transport Corporation ("Chevron").

Currently, the Owners charter three of the vessels (the "Vessels") to Chevron under bareboat charters that are expected to provide sufficient payments to cover the Owners' obligations to the Company. CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited and CalPetro Tankers (IOM) Limited received no notice from Chevron to terminate their bareboat charters by the required dates. Consequently, the charters will continue until April 1, 2015.

The fourth Vessel (the "Front Voyager") was chartered under a bareboat charter to Front Voyager Inc. (the "Charterer"), a wholly owned subsidiary of Frontline Ltd., or Frontline (the "Front Voyager Charter"). Pursuant to the Front Voyager Charter, the Charterer agreed to charter the Front Voyager as of April 1, 2006 for an initial two-year period (the "Initial Period") with an additional seven one-year optional periods. The charterhire payable for the Initial Period was $5.05 million. This was prepaid in full on March 31, 2006. On March 25, 2009, the Charterer exercised its option to extend the Front Voyager Charter for the second one-year optional period beginning April 1, 2009 at a cost of $1.8 million. On January 5, 2010, the Charterer gave notice that it would terminate the Front Voyager Charter and paid a termination fee of $4.9 million on April 1, 2010 in accordance with the Front Voyager Charter. A Memorandum of Agreement, dated March 15, 2010, was signed regarding the sale of the Front Voyager for $8.3 million and delivery to the buyer occurred on April 8, 2010. Following the sale of the Front Voyager and the scheduled repayment by the Company of $0.7 million relating to the Term Notes on April 1, 2010, the full amount outstanding on the Term Loan of $10.2 million relating to CalPetro Tankers (Bahamas III) Limited was repaid by CalPetro Tankers (Bahamas III) Limited in full on April 13, 2010 and this amount was paid by the Company to the Term Note holders. The Owner, CalPetro Tankers (Bahamas III) Limited, does not actively engage in any business other than in connection with ongoing corporate affairs.

The Company's only source of funds with respect to the Term Notes is the payment of the principal and interest on the Term Loans by the Owners. The Company does not have any other source of capital for payment of the Term Notes. The Owners' only sources of funds with respect to their obligations the Company are the payments by Chevron. The Owners do not have any other source of capital for payment of the Term Loans.

The interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements are unaudited and should be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2010. The Company follows the same accounting policies in the preparation of interim reports. In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial condition, results of operations and cash flows of the Company for the interim periods presented and are not necessarily indicative of a full year's results.

California Petroleum Transport Corporation

Notes to the unaudited financial statements (continued)

2.	PRINCIPAL ACCOUNTING POLICIES

(a) Revenue and expense recognition

Interest receivable on the Term Loans is accrued on a daily basis. Interest payable on the Term Notes is accrued on a daily basis. The Owners reimburse the Company for general and administrative expenses incurred on their behalf.

(b) Deferred charges

Deferred charges represent the capitalization of debt issue costs. These costs are amortized over the term of the Term Notes to which they relate on a straight line basis, which is not materially different from the effective interest rate method.

The reporting and functional currency is the United States dollar.

(d) Use of estimates

The preparation of financial statements in accordance with GAAP requires the Company to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities on the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

(e) Recently Issued Accounting Pronouncements

There were no new accounting standards implemented in the second quarter of 2011 that had an impact on our results or new accounting standards to be implemented in the future that we expect to have an impact on our results when adopted.

3.	TERM LOANS

The principal balances of the Term Loans earn interest at a rate of 8.52% per annum and are to be repaid over five years.

4.	TERM LOANS COLLATERAL

The Term Loans are collateralized by first preferred mortgages on the Vessels to the Company. The earnings and insurance relating to the Vessels subject to the charters with Chevron have been collaterally assigned pursuant to an assignment of earnings and insurance to the Company, which in turn has assigned such assignment of earnings and insurance to The Bank of New York Mellon as the collateral trustee (the "Trustee"). The charters with Chevron and the Chevron Guarantees (where the obligations of Chevron are guaranteed by Chevron Corporation) relating to the Vessels have been collaterally assigned pursuant to the assignment of initial charter and assignment of initial charter guarantee to the Company, which has assigned such assignments to the collateral trustee. The capital stock of each of the Owners has been pledged to the Company pursuant to stock pledge agreements, which have also been collaterally assigned to the Trustee.

5.	DEFERRED CHARGES

(in thousands of $)	June 30, 2011			December 31, 2010
Debt arrangement fees		3,400			3,400
Accumulated amortization		(3,092	)		(3,050	)
		308			350

California Petroleum Transport Corporation

Notes to the unaudited financial statements (continued)

6.	TERM NOTES

(in thousands of $)	June 30, 2011			December 31, 2010
8.52% Term Notes due 2015		38,103			47,629
Less: short-term portion		(9,526	)		(9,526	)
		28,577			38,103

The outstanding debt as of June 30, 2011 is repayable as follows:

(in thousands of $)
2012			9,526
2013			9,526
2014			9,526
2015			9,525
Total debt			38,103

The Term Notes bear interest at a rate of 8.52% per annum. Interest is payable semi-annually. The Term Notes include certain covenants including restriction on the payment of dividends and making additional loans or advances to affiliates. As of June 30, 2011, the Company was in compliance with such covenants.

As of June 30, 2011, the effective interest rate for the Term Notes was 8.52%.

7.	SHARE CAPITAL

(in thousands of $)	June 30, 2011		December 31, 2010
Authorized, issued and fully paid share capital:
1,000 shares of $1.00 each		1		1

8.	FINANCIAL INSTRUMENTS

The carrying value and estimated fair value of the Company's financial instruments at June 30, 2011 and December 31, 2010 are as follows:

	June 30, 2011				December 31, 2010
(in thousands of $)	Fair Value		Carrying Value		Fair Value		Carrying Value
Financial assets:
Cash and cash equivalents		1		1		1		1
Term Loans		38,732		37,795		48,901		47,279
Financial liabilities:
Term Notes		39,048		38,103		49,263		47,629

The financial assets and liabilities are measured at fair value on a recurring basis as follows:

(in thousands of $)	2011 Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents		1		1		-		-
Term Loans		38,732		38,732		-		-
Financial liabilities:
Term Notes		39,048		39,048		-		-

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents: The carrying value is a reasonable estimate of fair value.

Term Loans: The estimated fair value of the Term Loans is based on the quoted market price of the Term Notes or similar notes when available.

Term Notes: The estimated fair value of the Term Notes is based on the quoted market price of these or similar notes when available.

Concentrations of risk

The Company's only source of funds for the repayment of the principal and interest on the Term Notes is the repayments from the Owners. The Owners' only sources of funds for the repayment of the principal and interest on the Term Loans due to the Company are charterhire payments from Chevron as well as investment income and the proceeds, if any, from the sale of any of the Vessels. Accordingly, the Company's ability to service its obligations on the Term Notes is wholly dependent upon the financial condition, results of operations and cash flows from the Owners.

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three and six months ended June 30, 2011 compared with the three and six months ended June 30, 2010

Amounts included in the following discussion are derived from our unaudited interim financial statements for the three and six months ended June 30, 2011 and 2010.

Interest income

	Three months ended June 30,				Six months ended June 30,
(in thousands of $)	2011		2010		2011		2010

Interest income		832		1,095		1,868		2,566

Interest income decreased in the six months ended June 30, 2011 compared to the same period in 2010 primarily due to a decrease in the principal balance of Term Loans receivable. On April 1, 2011, the Owners repaid a total principal amount of $9.5 million on the Term Loans.

Interest income has decreased in the three months ended June 30, 2011 compared to the same period in 2010 as a result of loan repayments during the year. The decrease is in line with expectations.

Interest expense

	Three months ended June 30,				Six months ended June 30,
(in thousands of $)	2011		2010		2011		2010

Interest expense		811		1,043		1,826		2,492

The decrease in interest expense for the six months ended June 30, 2011 compared to the same period in 2010 is primarily due to a decrease in the principal balance of Term Notes payable. On April 1, 2011, we repaid a total principal amount of $9.5 million on the Term Notes.

The fall in interest expense for the three months ended June 30, 2011 compared to the same period in 2010 is in line with expectations resulting from the interest being charged on a lower principal balance.

Amortization of debt issue costs

	Three months ended June 30,				Six months ended June 30,
(in thousands of $)	2011		2010		2011		2010

Amortization of debt issue costs		21		52		42		74

The decrease in amortization of debt issue costs for the six and three months ended June 30, 2011 compared to the same periods in 2010 is due to a write–off of debt issue costs relating to the debt that was redeemed early following the sale of Front Voyager in 2010.

Other financial items

	Three months ended June 30,				Six months ended June 30,
(in thousands of $)	2011		2010		2011		2010

Other financial items		-		3,011		-		3,011

Other financial items in the three and six months ended June 30, 2010 comprises a make whole premium of $2.1 million for the early redemption of debt following the sale of Front Voyager by one of the Owners and fees of $0.9 million relating to the consent solicitation process relating to the sale of Front Voyager and its release from the collateral securing the Notes, and the redemption and cancellation of the portion of the outstanding principal amount of the Notes allocated to the Front Voyager.

Liquidity and Capital Resources

The Company is a passive entity, and its activities are limited to collecting cash from the Owners and making repayments on the Notes. The Company has no source of liquidity and no capital resources other than the cash receipts attributable to the Term Loans.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have, or are reasonably likely to have, a material current effect or that are reasonably likely to have a material future effect on its financial condition, revenues or expenses, liquidity, capital expenditures or capital reserves.

Critical Accounting Policies

There have been no material changes to the Company's critical accounting policies and estimates from the information provided in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2010 Form 10-K.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None of the instruments issued by us are for trading purposes. We are exposed to business risk inherent in the international tanker market as outlined in "Item 1A. Risk Factors" in our Form 10-K for the year ended December 31, 2010.

Quantitative information about market risk instruments as of June 30, 2011 is as follows:

Term Notes

The principal balances of the Term Notes accrue interest at a rate of 8.52% per annum and are to be repaid in full on April 1, 2015. The table below provides the final principal payments on the Term Notes.

Scheduled payment date	$'000
April 1, 2012		9,526
April 1, 2013		9,526
April 1, 2014		9,526
April 1, 2015		9,525
Total debt		38,103

The principal balances of the Term Loans earn interest at a rate of 8.52% per annum and are to be repaid in full on April 1, 2015 on the same basis as the Term Notes.

ITEM 4 – CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

Our management, including our principal executive and financial officers, with the participation of our manager, Frontline, assessed the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, as of June 30, 2011. Based upon that evaluation, our principal executive and financial officers concluded that the Company's disclosure controls and procedures were effective as of June 30, 2011.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Management of the Company does not believe there have been any material changes in the risk factors that were disclosed in the Company's annual report on Form 10-K for the year ended December 31, 2010, which was filed with the Commission on March 23, 2011.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Item 5. Other Information

None.

Item 6 – Exhibits

3.1*	Certificate of Incorporation of California Petroleum Transport Corporation (filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-1, Commission File Number 33-79220, and incorporated herein by reference).

3.2*	Bylaws of California Petroleum Transport Corporation (filed as Exhibit 3.2 to Registrant's Registration Statement on Form S-1, Commission File Number 33-79220, and incorporated herein by reference).

4.4*	Bareboat Charter between Calpetro Tankers (Bahamas III) Limited and Front Voyager Inc. dated March 31, 2006 (filed July 8, 2008 as Exhibit 4.4 on Form 20-F/A, Commission File No. 33-79220).

4.5*	Assignment of Charter between Calpetro Tankers (Bahamas III) Limited and Front Voyager Inc. dated March 31, 2006 (filed July 8, 2008 as Exhibit 4.5 on Form 20-F/A, Commission File No. 33-79220).

4.6*	Amendment No. 2 to Management and Remarketing Agreement between CalPetro Tankers (Bahamas III) Limited and Frontline dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.6 on Form 20-F, Commission File No. 33-79220).

4.7*	Amendment No. 2 to the Collateral Trust Agreement among CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, CalPetro Tankers (IOM) Limited, The Bank of New York Mellon Trust Company, N.A., as indenture trustee, The Bank of New York Trust Company, N.A., as collateral trustee and California Petroleum Transport Corporation, dated as of April 1, 2010 (filed April 29, 2010 as Exhibit 4.7 on Form 20-F, Commission File No. 33-79220).

4.8*	Termination of Assignment of Charter between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation (dated as of April 8, 2010 as Exhibit 4.8 filed April 29, 2010 on Form 20-F, Commission File No. 33-79220).

4.9*	Termination of Statutory Mortgage between CalPetro Tankers (Bahamas III) Limited and The Bank of New York Mellon Trust Company, N.A., dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.9 on Form 20-F, Commission File No. 33-79220).

4.10*	Termination of Deed of Covenants between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.10 on Form 20-F, Commission File No. 33-79220).

4.11*	Termination of Term Loan Agreement between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.11 on Form 20-F, Commission File No. 33-79220).

4.12*	Termination of Debenture between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.12 on Form 20-F, Commission File No. 33-79220).

4.13*	Termination of Assignment of Earnings and Insurances between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.13 on Form 20-F, Commission File No. 33-79220).

4.14*	Termination of Assignment of Purchase Agreement between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.14 on Form 20-F, Commission File No. 33-79220).

31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.	INS**	XBRL	Instance Document

101.	SCH**	XBRL	Taxonomy Extension Schema

101.	CAL**	XBRL	Taxonomy Extension Schema Calculation Linkbase

101.	LAB**	XBRL	Taxonomy Extension Schema Label Linkbase

101.	PRE**	XBRL	Taxonomy Extension Schema Presentation Linkbase

* Incorporated by reference to the filing indicated.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under such sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		California Petroleum Transport Corporation (Registrant)

Date: August 10, 2011	By:	/s/ Frank B. Bilotta
		Frank B. Bilotta
		Director, President and Treasurer

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