___________________________________________________________________________
___________________________________________________________________________
EXHIBIT 10.3
Chevron Transport Corporation
Seller
and
Calpetro Tankers (Bahamas I) Limited
Buyer
_______________________________
VESSEL PURCHASE AGREEMENT
Dated as of ______ __, 1994
______________________________
_________________________________________________________________________
_________________________________________________________________________
TABLE OF CONTENTS
Page
ARTICLE I
SALE OF VESSEL AND ASSIGNMENT OF WARRANTIES
Section 1.01 Sale of Vessel........................................... 1
Section 1.02 Assignment of Warranties................................. 1
ARTICLE II
INDEMNIFICATIONS FOR WARRANTIES,
PATENTS, TRADEMARKS AND COPYRIGHTS
Section 2.01 Indemnity................................................ 2
ARTICLE III
CLOSING AND PLACE OF DELIVERY
Section 3.01 Delivery Date............................................ 2
Section 3.02 Place of Delivery........................................ 2
Section 3.03 Delivery Procedure....................................... 2
ARTICLE IV
PURCHASE PRICE, MANNER OF PAYMENT AND DEPOSIT
Section 4.01 Purchase Price........................................... 3
ARTICLE V
TRANSFER OF TITLE TO VESSEL AND DELIVERY REQUIREMENTS
Section 5.01 Seller's Conditions Precedent............................ 3
Section 5.02 Buyer's Conditions Precedent............................. 4
Section 5.03 Transfer of Title........................................ 5
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE SELLER
Section 6.01 Organization, Power and Status of the Seller............. 5
Section 6.02 Authorization; Enforceability; Execution and Delivery.... 5
Section 6.03 No Conflicts; Laws and Consents; No Default.............. 5
Section 6.04 Governmental Approvals................................... 6
Section 6.05 Litigation............................................... 6
Section 6.06 Taxes.................................................... 6
Section 6.07 Good Title............................................... 6
Section 6.08 Vessel Requirements...................................... 6
Section 6.09 Brokers.................................................. 6
ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF THE BUYER
Section 7.01 Organization, Power and Status of the Buyer.............. 7
Section 7.02 Authorization; Enforceability; Execution and Delivery.... 7
Section 7.03 No Conflicts; Laws and Consents; No Default.............. 7
Section 7.04 Governmental Approvals................................... 7
Section 7.05 Litigation............................................... 8
Section 7.06 Brokers.................................................. 8
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01 Amendment................................................ 8
Section 8.02 Severability............................................. 8
Section 8.03 Notices.................................................. 8
Section 8.04 Consent to Jurisdiction.................................. 8
Section 8.05 Captions................................................. 9
Section 8.06 Governing Law............................................ 9
Section 8.07 No Partnership........................................... 9
Section 8.08 Counterparts............................................. 9
Section 8.09 Survival................................................. 9
Section 8.10 Integration.............................................. 9
Section 8.11 Reproduction of documents................................ 10
Section 8.12 Successors and Assigns; Assignment....................... 10
Section 8.14 General Interpretive Principles.......................... 10
Section 8.15 Effective date of Transaction............................ 11
EXHIBITS
EXHIBIT A
Vessel Delivery Receipt Under the Vessel Purchase Agreement
EXHIBIT B
Bill of Sale
EXHIBIT C
Delivery and Other Requirements
VESSEL PURCHASE AGREEMENT
THIS VESSEL PURCHASE AGREEMENT ("Agreement") is entered into as of
______ __, 1994 by and between CHEVRON TRANSPORT CORPORATION, a corporation
organized and existing under the laws of the Republic of Liberia (the
"Seller"), and CALPETRO TANKERS (BAHAMAS I) LIMITED, a company organized and
existing under the laws of The Commonwealth of the Bahamas (the "Buyer").
PRELIMINARY STATEMENT
The Buyer desires to purchase one Suezmax oil tanker registered
with the Maritime Division of the Ministry of Transport of The Bahamas under
Official No. __________, International Code Signal ______________ and named
____________ (the "Vessel") from the Seller and the Seller desires to sell the
Vessel to the Buyer and simultaneously charter back the Vessel to the Seller
pursuant to a bareboat charter between the Buyer and the Seller (the "Initial
Charter") executed concurrently herewith.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and of other valuable consideration, receipt of
which is hereby acknowledged, the Seller and the Buyer hereby agree as follows:
ARTICLE I
SALE OF VESSEL AND ASSIGNMENT OF WARRANTIES
Section 1.01 Sale of Vessel. Effective as of ______ __, 1994 (the
"Closing Date") and subject to the terms and conditions set forth herein, the
Seller hereby agrees to sell to the Buyer and the Buyer hereby agrees to
purchase from the Seller the Vessel at the Purchase Price, as defined in
Section 4.01.
Section 1.02 Assignment of Warranties. Effective as of Closing
Date and subject to the terms and conditions set forth herein, the Seller
hereby assigns to the Buyer all of the Seller's right, title and interest in
all manufacturers' and vendors' warranties relating to the Vessel (other than
warranties which by their terms are unassignable) to the extent that such
warranties are still in effect with respect to the Vessel and the Seller
agrees reasonably to assist the Buyer in maintaining such warranties.
ARTICLE II
INDEMNIFICATIONS FOR WARRANTIES,
PATENTS, TRADEMARKS AND COPYRIGHTS
Section 2.01 Indemnity. (a) The Seller shall defend and save
harmless the Buyer from any liabilities or claims for or on account of the use
of any patents, copyrights or design of any nature or kind, or for the
infringement thereof including any unpatented invention made or used in the
performance of the construction contract for the Vessel (the "Construction
Contract") and also for any costs and expenses of litigation, if any in
connection therewith. Nothing contained herein shall be construed as
transferring any patent or trademark rights or copyright in equipment covered
by the Construction Contract, and all such rights are hereby expressly
reserved to the true and lawful owners thereof.
(b) The Seller hereby agrees to indemnify the Buyer for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on the Buyer's part, arising out of or in
connection with any action taken by the Seller, or any failure to act, which
causes any warranties assigned by the Seller to the Buyer herein to become
unenforceable.
ARTICLE III
CLOSING AND PLACE OF DELIVERY
Section 3.01 Delivery Date. The Vessel will be delivered by the
Seller to the Buyer on the Closing Date.
Section 3.02 Place of Delivery. The place of delivery of the
Vessel shall be where the Vessel lies on the Closing Date.
Section 3.03 Delivery Procedure. The Seller shall deliver the
Vessel to the Buyer or a duly authorized representative of the Buyer ("Buyer's
Authorized Representative"). The Buyer or the Buyer's Authorized
Representative shall execute and deliver to the Seller a Vessel Delivery
Receipt therefor in the form annexed hereto as Exhibit A which Receipt shall
evidence the delivery of the Vessel to the Buyer.
ARTICLE IV
PURCHASE PRICE, MANNER OF PAYMENT AND DEPOSIT
Section 4.01 Purchase Price. (a) The purchase price (the "Purchase
Price") for the Vessel is Eighty Million, Six Hundred Sixty-Six Thousand, Six
Hundred Sixty-Six and 66/100's US Dollars (US$80,666,666.66).
(b) On the Closing Date, the Buyer shall pay to the Seller
the Purchase Price for the Vessel by wire transfer of the Purchase Price to
the Seller's account as follows:
___________________
___________________
___________________
ARTICLE V
TRANSFER OF TITLE TO VESSEL AND DELIVERY REQUIREMENTS
Section 5.01 Seller's Conditions Precedent. The Buyer's obligation
to accept the Vessel from the Seller and to pay the Purchase Price pursuant to
Article IV, shall be subject to fulfillment of the following conditions
precedent on or before the Closing Date, all documents to be in form and
substance reasonably acceptable to the Buyer:
(a) The Vessel shall meet the requirements set forth in Exhibit
C;
(b) The Buyer shall have received a certificate evidencing
resolutions of the Board of Directors of the Seller, certified by the
Secretary or other appropriate officer of the Seller, duly authorizing
the execution, delivery and performance of this Agreement and related
documents;
(c) The Buyer shall have received all documentation, licenses
and permits reasonably necessary to:
(i) evidence cancellation of the registration of the
Vessel in the name of the Seller;
(ii) evidence that the sale and transfer of the Vessel to
the Buyer is free and clear of all liens, claims, charges and
encumbrances of any nature whatsoever arising by, through or under
the Seller;
(d) The Buyer shall have received a bill of sale for the Vessel,
in the form attached hereto as Exhibit B, executed by the Seller
in favor of the Buyer;
(e) Certain securities (the "Securities") shall be issued
pursuant to two indentures (the "Indentures") entered into
between Chemical Trust Company of California and California
Petroleum Transport Corporation;
(f) the Seller shall have executed and delivered the Initial
Charter;
(g) The representations and warranties of the Seller contained
in Section 4.01(a) and Article VII hereof shall be true and
correct as though made on and as of such date;
(h) The Buyer shall have received the technical documents and
materials set forth in Appendix 1 to Exhibit C;
(i) Chevron Corporation shall have executed and delivered the
Guaranty of Chevron Corporation dated as of _____________.
Section 5.02 Buyer's Conditions Precedent. The Seller's obligation
to sell and deliver the Vessel to the Buyer on the Closing Date shall be
subject to the fulfillment as to the Vessel of the following conditions
precedent on or before the Closing Date for the Vessel, all documents to be in
form and substance reasonably acceptable to the Seller:
(i) The Seller shall have received a certificate evidencing
resolutions of the Board of Directors of the Buyer, certified by the
Secretary of the Buyer, duly authorizing the execution, delivery and
performance of this Agreement and other documents relating hereto,
together with certification of the incumbency and the specimen signature
of each officer of the Buyer executing this Agreement or any other
document relating hereto;
(ii) The Vessel shall not have been lost, stolen, destroyed,
damaged so as to render it permanently unfit for normal use or so as to
result in an insurance settlement on the basis of a total loss or a
constructive or compromised total loss, confiscated, condemned or seized
by any governmental authority, or otherwise rendered undeliverable by
any cause occurring beyond the control of the Seller;
(iii) The representations and warranties of the Buyer contained in
Article VII of this Agreement shall be true and correct as though made
on and as of such date;
(iv) the Buyer shall have executed and delivered the Initial
Charter;
(v) The Seller shall have received the Purchase Price in respect
of the Vessel in the manner described in Section 4.01(b).
Section 5.03 Transfer of Title. Title and risk of loss of or
damage to the Vessel shall pass from the Seller to the Buyer at the time
appearing on the Vessel Delivery Receipt on the Closing Date.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Buyer as follows:
Section 6.01 Organization, Power and Status of the Seller. The
Seller (a) is a corporation duly formed, validly existing and in good standing
under the laws of The Republic of Liberia and (b) is duly authorized, to the
extent necessary, to do business in each jurisdiction where the character of
its properties or the nature of its activities makes such qualification
necessary. The Seller has all requisite corporate power and authority to own
and operate the property it purports to own and to carry on its business as
now being conducted and as proposed to be conducted in respect of the Vessel.
Section 6.02 Authorization; Enforceability; Execution and Delivery.
(a) The Seller has all necessary corporate power and authority to execute,
deliver and perform under this Agreement and each other document to which it
is a party.
(b) All action on the part of the Seller that is required for the
authorization, execution, delivery and performance of this Agreement and each
other related document to which it is a party, in each case has been duly and
effectively taken; and the execution, delivery and performance of this
Agreement and each such other document does not require the approval or
consent of any Person except for such consents and approvals as have been
obtained on or prior to the Closing Date.
(c) This Agreement and each other related document to which the
Seller is a party has been duly executed and delivered by it. Each of this
Agreement and each such other document to which the Seller is a party
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with the terms thereof.
Section 6.03 No Conflicts; Laws and Consents; No Default. (a)
Neither the execution, delivery and performance of this Agreement nor the
consummation of any of the transactions contemplated hereby nor performance of
or compliance with the terms and conditions hereof (i) contravenes any
Requirement of Law applicable to the Seller or the Vessel, (ii) constitutes a
default under any document or (iii) results in the creation or imposition of
any Liens on the Vessel (other than Liens created by any of the documents) or
results in the acceleration of any obligation.
(b) The Seller is in compliance with and not in default under any
and all Requirements of Law applicable to the Seller and the Vessel and all
terms and provisions of this Agreement and all other related documents.
Section 6.04 Governmental Approvals. All Governmental Approvals
which are required to be obtained in the name of the Seller in connection with
(a) the construction, operation and maintenance of the Vessel and (b) the
execution, delivery and performance by the Seller of this Agreement and the
related documents have been obtained and are in effect on the Closing Date.
Section 6.05 Litigation. There are no actions, suits or
proceedings at law or in equity or by or before any Governmental Authority now
pending against the Seller or, to the best of the Seller's knowledge,
threatened against the Seller or pending or threatened against any property or
other assets or rights of any of the Seller with respect to the Vessel and this
Agreement and any other related document.
Section 6.06 Taxes. The Seller has filed, or caused to be filed,
all tax and information returns that are required to have been filed by it in
any jurisdiction and has paid, or caused to be paid, all taxes shown to be due
and payable on such returns and all other taxes and assessments payable by it,
including, without limitation, any taxes payable by the Seller with respect to
the Vessel, to the extent the same have become due and payable, but excluding
any taxes which the Seller is contesting in good faith and by appropriate
proceedings, provided such contest does not subject the Vessel to imminent
forfeiture or sale.
Section 6.07 Good Title. At the time of delivery of the Vessel to
the Buyer pursuant to the terms hereof, the Seller shall have good and
marketable title to the Vessel, free and clear of any liens, claims and
encumbrances of any nature whatsoever.
Section 6.08 Vessel Requirements. (a) The Vessel is tight, staunch
and strong and well and sufficiently tackled, apparelled, furnished and
equipped and in all respects seaworthy.
(b) The Vessel is classed _______________________ with America
Bureau of Shipping free of all requirements, recommendations and
notations of the said classification society affecting such
classification which have not been complied within accordance with their
terms.
Section 6.09 Brokers. Except for the fees of McQuilling Brokerage
Partners, Inc., Xenon Shipping AS and Merrimac Shipping Ltd. payable by the
Buyer, the Seller has not become obligated to pay any fee or commission to or
any expenses of any broker or finder or anyone else acting in the capacity of
broker or finder in connection with the transactions contemplated hereby.
ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer hereby represents and warrants to the Seller as follows:
Section 7.01 Organization, Power and Status of the Buyer. The
Buyer (a) is a corporation duly formed, validly existing and in good standing
under the laws of The Commonwealth of the Bahamas and (b) is duly authorized,
to the extent necessary, to do business in each jurisdiction where the
character of its properties or the nature of its activities makes such
qualification necessary. The Buyer has all requisite corporate power and
authority to own and operate the property it purports to own and to carry on
its business as now being conducted and as proposed to be conducted in respect
of the Vessel.
Section 7.02 Authorization; Enforceability; Execution and Delivery.
(a) The Buyer has all necessary corporate power and authority to execute,
deliver and perform under this Agreement and each other document to which it
is a party.
(b) All action on the part of the Buyer that is required for the
authorization, execution, delivery and performance of this Agreement and each
other document to which it is a party, in each case has been duly and
effectively taken; and the execution, delivery and performance of this
Agreement and each such other document does not require the approval or
consent of any Person except for such consents and approvals as have been
obtained on or prior to the Closing Date.
(c) This Agreement and each other related document to which the
Buyer is a party has been duly executed and delivered by it. Each of this
Agreement and each other document to which the Buyer is a party constitutes
its legal, valid and binding obligation, enforceable against it in accordance
with the terms thereof.
Section 7.03 No Conflicts; Laws and Consents; No Default. (a)
Neither the execution, delivery and performance of this Agreement nor the
consummation of any of the transactions contemplated hereby nor performance of
or compliance with the terms and conditions hereof (i) contravenes any
Requirement of Law applicable to the Buyer or (ii) constitutes a default under
any document.
(b) The Buyer is in compliance with and not in default under any
and all Requirements of Law applicable to the Buyer and all terms and
provisions of this Agreement and all other documents.
Section 7.04 Governmental Approvals. All Governmental Approvals
which are required to be obtained in the name of the Buyer in connection with
the execution, delivery and performance by the Buyer of this Agreement and the
documents have been obtained and are in effect on the Closing Date.
Section 7.05 Litigation. There are no actions, suits or
proceedings at law or in equity or by or before any Governmental Authority now
pending against the Buyer or, to the best of the Buyer's knowledge, threatened
against the Buyer or pending or threatened against any property or other
assets or rights of any of the Buyer with respect to this Agreement and any
other related document.
Section 7.06 Brokers. Except for the fees of McQuilling Brokerage
Partners, Inc., Xenon Shipping AS and Merrimac Shipping Limited by the Buyer,
the Buyer has not become obligated to pay any fee or commission to or any
expenses of any broker or finder or anyone else acting in the capacity of
broker or finder in connection with the transactions contemplated hereby.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01 Amendment. This Agreement may be amended from time to
time by written agreement signed by the parties hereto.
Section 8.02 Severability. If any provision of this Agreement is
held to be in conflict with any applicable statute or rule of law or is
otherwise held to be unenforceable for any reason whatsoever, such
circumstances shall not have the effect of rendering the provision in question
inoperative or unenforceable in any other case or circumstance, or of
rendering any other provision or provisions herein contained invalid,
inoperative, or unenforceable to any extent whatsoever. The invalidity of any
one or more phrases, sentences, clauses or Sections of this Agreement
contained, shall not affect the remaining portions of this Agreement, or any
part thereof.
Section 8.03 Notices. All demands, notices and communications
hereunder shall be in writing, personally delivered or mailed by certified
mail-return receipt requested, and shall be deemed to have been duly given
upon receipt (a) in the case of the Seller, at the following address: Chevron
House, 11 Church Street, Hamilton, Bermuda HM111, (b) in the case of the
Buyer, at the following address: United House, 14-16 Nelson Street, Douglas,
Isle of Man, or at other such address as shall be designated by such party in
a written notice to the other parties.
Section 8.04 Consent to Jurisdiction. Any legal suit, action or
proceeding against the Buyer or the Seller arising out of or relating to this
Agreement, or any transaction contemplated hereby, may be instituted in any
federal or state court in The City of New York, State of New York and the
Buyer and the Seller each hereby waive any objection which it may now or
hereafter have to the laying of venue of any such suit, action or proceeding,
and the Buyer and the Seller hereby irrevocably submit to the jurisdiction of
any such court in any such suit, action or proceeding. The Buyer and the
Seller each hereby irrevocably appoints and designates CT Corporation System
("CT"), having an address at 1633 Broadway, New York, New York, its true and
lawful attorney-in-fact and duly authorized agent for the limited purpose of
accepting servicing of legal process and the Buyer and the Seller each agree
that service of process upon CT at such address shall constitute personal
service of such process on such party. The Buyer and the Seller each shall
maintain the designation and appointment of such authorized agent until all
amounts payable under this Agreement shall have been paid in full. If such
agent shall cease to so act, the Buyer and the Seller each shall immediately
designate and appoint another such agent satisfactory to the other party and
shall promptly deliver to the other party evidence in writing of such other
agent's acceptance of such appointment.]
Section 8.05 Captions. The captions or headings in this Agreement
are for convenience only and in no way define, limit or describe the scope or
intent of any provisions or sections of this Agreement.
Section 8.06 Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of New York, without
giving effect to the principles of conflicts of law.
Section 8.07 No Partnership. Nothing herein contained shall be
deemed or construed to create a partnership or joint venture among the parties
hereto and the services of each party shall be rendered as an independent
contractor and not as agent for any other party.
Section 8.08 Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto on separate
counterpart, each of which shall be deemed to be an original. Such
counterparts shall constitute one and the same agreement.
Section 8.09 Survival. The representations, covenants and
agreements contained in or made pursuant to this Agreement in respect of
either party hereto shall survive the execution and delivery of this Agreement
and shall continue in effect so long as such party's obligations hereunder
remain outstanding.
Section 8.10 Integration. This Agreement and the Schedule and
Exhibits hereto constitute the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersede all
prior agreements, understandings or representations pertaining to the subject
matter hereof, whether oral or written. There are no warranties,
representations or other agreements between the parties in connection with the
subject matter hereof except as specifically set forth or incorporated herein.
Section 8.11 Reproduction of documents. This Agreement and all
documents relating thereto, including, without limitation, (a) consents,
waivers and modifications which may hereafter be executed, (b) documents
received by any party at the closing, and (c) financial statements,
certificates and other information previously or hereafter furnished, may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties agree that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made in the regular course
of business) and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.
Section 8.12 Successors and Assigns; Assignment. This Agreement
shall be binding upon and inure to the benefit of the Buyer and the Seller and
their respective successors and assigns. Neither party hereto shall have the
right to assign its rights hereunder or any interest herein without the prior
written consent of the other.
Section 8.13 Intention of the Parties. This Agreement and the
Initial Charter have been structured with the intention that the purchase of
the Vessel and its charter back to the Seller will qualify under applicable
United States tax law as a financing arrangement, and not be treated as a sale
and a true lease for such purposes, and Seller and Buyer further agree to file
their respective tax returns and reports consistent with such intention.
Section 8.14 General Interpretive Principles. For purposes of this
Agreement except as otherwise expressly provided or unless the context
otherwise requires:
(a) the defined terms in this Agreement shall include the plural
as well as the singular, and the use of any gender herein shall be deemed to
include any other gender;
(b) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles as in effect on the date hereof;
(c) references herein to "Articles", "Sections", "Subsections",
"paragraphs", and other subdivisions without reference to a document are to
designated Articles, Sections, Subsections, paragraphs and other subdivisions
of this Agreement;
(d) a reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to paragraphs and
other subdivisions;
(e) the words "herein", "hereof", "hereunder" and other words of
similar import refer to this Loan Agreement as a whole and not to any
particular provision; and
(f) the term "include" or "including" shall mean without
limitation by reason of enumeration.
Section 8.15 Effective date of Transaction. Notwithstanding and
the fact that this Agreement is dated as of ______ 1, 1994, the transactions
set forth herein shall not be effective until the Closing Date.
Section 8.16 Additional Definitions.
(a) "Governmental Approval" means any authorization, consent,
approval, license, franchise, lease, ruling, permit, tariff, rate,
certification, exemption, filing or registration by or with any Governmental
Authority relating to the ownership of the Vessel or to the execution,
delivery or performance of this Agreement.
(b) "Governmental Authority" means the federal government, any
state or other political subdivision thereof, and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government and any other governmental entity with authority over
the Seller or operation of the Vessel.
(c) "Law" means any statute, law, rule, regulation, ordinance,
order, code, policy or rule of common law, now or hereafter in effect, and any
judicial or administrative interpretation thereof by a Governmental Authority
or otherwise, including any judicial or administrative order, consent decree
or judgment.
(d) "Lien" means any mortgage, lien (statutory or other),
pledge, security interest, encumbrance, claim, hypothecation, assignment for
security, deposit arrangement or preference or other security agreement of any
kind or nature whatsoever. For purposes of this Agreement, a Person shall be
deemed to own subject to a Lien any property which it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement.
(e) "Person" means an individual, a partnership, a corporation,
a joint venture, an unincorporated association, a joint-stock company, a
trust, or other entity or a government or any agency or political subdivision
thereof.
(f) "Requirement of Law" means, as to any Person, the
certificate of incorporation and by-laws or partnership agreement or other
organizational or governing documents of such Person, and, any Law applicable
to or binding upon such Person or any of its properties or to which such
Person or any of its properties is subject.
IN WITNESS WHEREOF, the Buyer and the Seller have caused this
Vessel Purchase Agreement to be duly executed and delivered by their
respective officers thereunto duly authorized all as of the day and year first
above written.
Buyer Seller
CALPETRO TANKERS (BAHAMAS I) CHEVRON TRANSPORT CORPORATION
LIMITED
By: ______________________ By:____________________________
Name:_____________________ Name:__________________________
Its:______________________ Its:___________________________
EXHIBIT A
VESSEL DELIVERY RECEIPT
UNDER THE VESSEL PURCHASE AGREEMENT
Pursuant to the Vessel Purchase Agreement, dated as of ______ __,
1994 between CalPetro Tankers (Bahamas I) Limited (the "Buyer") and Chevron
Transport Corporation (the "Seller"), the undersigned hereby acknowledges on
behalf of the Buyer delivery on the date hereof of one Suezmax oil tanker
registered with the Maritime Division of the Ministry of Transport of The
Bahamas under Official No. _____ and International Code Signal ____ and named
__________.
The Vessel is in the condition required by the Vessel Purchase
Agreement and by execution hereof the Buyer accepts delivery of the Vessel by
the Seller.
Dated: ____________________ CALPETRO TANKERS (BAHAMAS I)
LIMITED
Time: ____________________
By:___________________________________
Name:_________________________________
Its:__________________________________
EXHIBIT B
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS:
CHEVRON TRANSPORT CORPORATION ("Seller"), a Liberian Corporation,
is the owner of full legal and beneficial title to that Suezmax oil tanker
bearing OFFICIAL NUMBER ________________ and INTERNATIONAL CODE SIGNAL
____________ and named ________________ ("Vessel") and all appliances, parts,
instruments, appurtenances, accessories, furnishings, and other equipment of
whatever nature installed on or attached to such Vessel (hereinafter referred
to as the "Parts").
THAT for and in consideration of the sum of Eighty Million, Six
Hundred Sixty-Six Thousand, Six Hundred Sixty-Six and 66/100's US Dollars
(US$80,666,666.66), the Seller does hereby grant, convey, transfer, bargain
and sell, deliver and set over unto CalPetro Tankers (Bahamas I) Limited,
whose address is Mareva House, 4 George Street, Nassau, Bahamas, and unto its
successors and assigns forever, all of the Seller's right, title and interest
in and to the above described Vessel and Parts.
THAT Seller hereby warrants to the Buyer, its successors and
assigns, that there is hereby conveyed to the Buyer on the date hereof, good
and marketable title to the aforesaid Vessel and Parts, free and clear of all
liens and encumbrances of any nature whatever, which may arise by, through or
under the Seller, except Seller's rights under that certain Bareboat Charter
between Buyer and Seller dated as of ______ 1, 1994.
This Bill of Sale shall be governed by the laws of the Republic of
Liberia.
IN WITNESS WHEREOF, the Seller has caused this Bill of Sale to be
executed in its name this ____ day of ______, 1994.
CHEVRON TRANSPORT CORPORATION
By:_________________________
Name:_______________________
Its:________________________
EXHIBIT C
DELIVERY AND OTHER REQUIREMENTS
It is the intent of this Agreement that the Vessel and components
shall be delivered in a condition set forth below.
On Delivery the Vessel shall:
a) Be in an seaworthy condition;
b) In compliance with the current rules and regulations of the
American Bureau of Shipping (hereinafter called the
"Classification Society"), to be classed and registered as
____________________________________and _____________ Flag.
Vessel to be equipped in accordance with regulations of
_____________;
c) Upon Delivery have in existence a valid and existing
Certificate of Ownership and Encumbrance with respect to the
Vessel issued by the ______________________________ (the
"Ministry of Transport") and be in compliance with its rules
and regulations;
OTHER CONDITIONS
a) Documents. The Seller will provide one full set of all
technical documents listed in Appendix I hereto.
______________________________________________________________________________
______________________________________________________________________________
California Petroleum Transport Corporation
and
CalPetro Tankers (Bahamas I) Limited
___________________________________
ASSIGNMENT OF PURCHASE AGREEMENT
Dated as of ________ 1, 1994
___________________________________
______________________________________________________________________________
______________________________________________________________________________
Table of Contents
Page No.
ARTICLE I
DEFINITIONS
ARTICLE II
ASSIGNMENT
Section 2.01 Security Interest........................................ 1
Section 2.02 Assignment............................................... 2
Section 2.03 Owner to Remain Liable................................... 2
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE OWNER
Section 3.01 Organization, Power and Status of the Owner.............. 2
Section 3.02 Authorization; Enforceability; Execution and Delivery.... 3
Section 3.03 No Conflicts; Laws and Consents; No Default.............. 3
Section 3.04 Governmental Approvals................................... 3
Section 3.05 Litigation............................................... 3
Section 3.06 No Prior Assignment...................................... 3
Section 3.07 The Purchase Agreement................................... 4
ARTICLE IV
COVENANTS OF THE OWNER
Section 4.01 Consent of Seller........................................ 4
Section 4.02 Enforcement of Purchase Agreement........................ 4
Section 4.03 Amendment of Purchase Agreement; Assignment of Purchase
Agreement................................................ 4
Section 4.04 Performance of Obligations............................... 4
Section 4.05 Notices.................................................. 5
Section 4.06 Further Assurances....................................... 5
Section 4.07 Lender as Attorney-in-Fact of Owner...................... 5
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 Amendment................................................ 5
Section 5.02 Severability............................................. 5
Section 5.03 Notices.................................................. 5
Section 5.04 Consent to Jurisdiction.................................. 6
Section 5.05 Captions................................................. 6
Section 5.06 Governing Law............................................ 6
Section 5.07 No Partnership........................................... 6
Section 5.08 Counterparts............................................. 6
Section 5.09 Survival................................................. 6
Section 5.10 Integration.............................................. 7
Section 5.11 Reproduction of Documents................................ 7
Section 5.12 Successors and Assigns; Assignment....................... 7
Section 5.13 General Interpretive Principles.......................... 7
Section 5.14 Effective Date of Transaction............................ 8
Assignment of Purchase Agreement, dated as of ________ 1, 1994 (the
"Assignment"), between California Petroleum Transport Corporation, a
corporation organized under the laws of the State of Delaware (the
"Lender") and CalPetro Tankers (Bahamas I) Limited, a company organized
under the laws of The Commonwealth of the Bahamas (the "Owner").
PRELIMINARY STATEMENT
The Owner has requested that the Lender make two loans to the
Owner: one loan in the aggregate principal amount equal to $____________ (the
"Term Loan") and one series of loans in the aggregate principal amount equal
to $____________ (collectively, the "Serial Loans" and, collectively with the
Term Loan, the "Loans"). The Loans will be made pursuant to the terms and
conditions of two Loan Agreements, each dated as of the date hereof, each
between the Lender and the Owner. The net proceeds of the Serial Loans and
the Term Loan will be used by the Owner to acquire the m.t. _________ (the
"Vessel") from Chevron Transport Corporation (the "Seller") pursuant to the
terms and conditions of the Purchase Agreement, dated as of the date hereof
between the Owner and the Seller. The Vessel will be bareboat chartered to the
Seller pursuant to the Bareboat Charter (the "Initial Charter"), dated as of
the date hereof, between the Owner and the Seller. As collateral security for
its obligations under the Loan Agreements, the Owner will assign, pledge,
mortgage and grant the Lender a security interest in, inter alia, the Vessel,
the Initial Charter, the earnings and insurances of the Vessel and the
Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and of other valuable consideration, receipt of
which is hereby acknowledged, the Owner and the Lender hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Assignment shall have the meanings
assigned to such terms in Schedule 1 to this Assignment, and the definitions
of such terms shall be equally applicable to both the singular and plural
forms of such terms.
ARTICLE II
ASSIGNMENT
Section 2.01 Security Interest. This Assignment is made and
delivered as security for the Serial Obligations and the Term Obligations,
equally and ratably; provided, however, in the event that the Serial
Obligations are satisfied and paid in full pursuant to the terms and
conditions of the Serial Loan Agreement, this Assignment will be security
solely and exclusively for the Term Obligations.
Section 2.02 Assignment. In order to provide for the payment of
and as security for the Serial Obligations and the Term Obligations, equally
and ratably, the Owner has sold, assigned, transferred, set over and granted a
security interest and does hereby sell, assign, transfer, set over and grant a
security interest unto the Lender, its successors and assigns, for its and
their respective successors' and assigns' own proper use and benefit, all of
the Owner's right, title and interest in and to the Purchase Agreement,
including without limitation any moneys whatsoever payable to the Owner under
the Purchase Agreement, together with the income and proceeds thereof and all
other rights and benefits whatsoever accruing to the Owner under the Purchase
Agreement; provided, however, that the Owner shall keep the Lender fully and
effectively indemnified from and against all actions, losses, claims,
proceedings, costs, demands and liabilities which may be suffered by the
Lender under or by virtue of the Purchase Agreement or this Assignment;
provided further, however, in the event that the Serial Obligations are
satisfied and paid in full pursuant to the terms and conditions of the Serial
Loan Agreement, the sale, assignment, transfer and grant of security interest
made by the Owner pursuant to the terms of this Assignment will be solely and
exclusively for the benefit of the Lender as Lender under the Term Loan
Agreement and this Assignment will be security solely and exclusively for the
Term Obligations.
Section 2.03 Owner to Remain Liable. (a) Anything in this
Assignment contained to the contrary notwithstanding, the Owner shall remain
liable under the Purchase Agreement, and shall observe, perform and fulfill
all of the conditions and obligations to be observed, performed and fulfilled
by it thereunder, and the Lender shall have no obligation or liability of any
kind whatsoever thereunder or by reason of or arising out of this Assignment,
nor shall the Lender be under any liability whatsoever in the event of any
failure by the Owner to perform its obligations thereunder or be required or
obligated in any manner to observe, perform or fulfill any of the conditions
or obligations of the Owner thereunder or pursuant thereto, or to make any
payment or to make any inquiry as to the nature or sufficiency of any payment
received by it or the Owner thereunder, or to present or file any claim, or to
take any other action to collect or enforce the payment of any amounts which
may have been assigned to the Lender or to which the Lender may be entitled
hereunder at any time or times.
(b) Any and all rights assigned herein may be further assigned by
the Lender, including, without being limited to, assignments in connection
with the enforcement of the assignments made by this Assignment and any
subsequent holder of this Assignment shall succeed to and have all the rights
and powers of the Lender under this Assignment.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE OWNER
The Owner hereby represents and warrants to the Lender as follows:
Section 3.01 Organization, Power and Status of the Owner. The
Owner (a) is a corporation duly formed, validly existing and in good standing
under the laws of The Commonwealth of the Bahamas and (b) is duly authorized,
to the extent necessary, to do business in each jurisdiction where the
character of its properties or the nature of its activities makes such
qualification necessary. The Owner has all requisite corporate power and
authority to own and operate the property it purports to own and to carry on
its business as now being conducted and as proposed to be conducted in respect
of the Vessel.
Section 3.02 Authorization; Enforceability; Execution and Delivery.
(a) The Owner has all necessary corporate power and authority to execute,
deliver and perform under this Assignment.
(b) All action on the part of the Owner that is required for the
authorization, execution, delivery and performance of this Assignment has been
duly and effectively taken; and the execution, delivery and performance of
this Assignment does not require the approval or consent of any Person except
for such consents and approvals as have been obtained on or prior to the
Closing Date.
(c) This Assignment has been duly executed and delivered by the
Owner. This Assignment constitutes the legal, valid and binding obligation of
the Owner, enforceable against it in accordance with the terms thereof.
Section 3.03 No Conflicts; Laws and Consents; No Default. (a)
Neither the execution, delivery and performance of this Assignment nor the
consummation of any of the transactions contemplated hereby nor performance of
or compliance with the terms and conditions hereof (i) contravenes any
Requirement of Law applicable to the Owner or (ii) constitutes a default under
any Security Document.
(b) The Owner is in compliance with and not in default under any
and all Requirements of Law applicable to the Owner and all terms and
provisions of this Assignment.
Section 3.04 Governmental Approvals. All Governmental Approvals
which are required to be obtained in the name of the Owner in connection with
the execution, delivery and performance by the Owner of this Assignment have
been obtained and are in effect on the Closing Date.
Section 3.05 Litigation. There are no actions, suits or
proceedings at law or in equity or by or before any Governmental Authority now
pending against the Owner or, to the best of the Owner's knowledge, threatened
against the Owner or pending or threatened against any property or other
assets or rights of the Owner with respect to this Assignment.
Section 3.06 No Prior Assignment. The Owner has not assigned or
pledged, and hereby covenants that it will not assign or pledge, so long as
this Assignment shall remain in effect, the Purchase Agreement or any part of
the rights, titles and interests hereby assigned, to anyone other than the
Lender, or its successors or assigns.
Section 3.07 The Purchase Agreement. The Purchase Agreement
constitutes the legal, valid and binding obligation of the Seller and the
Owner thereunder and is in full force and effect in the form of Exhibit "A"
attached hereto; there are no amendments, additions, addenda or modifications
thereto; said Exhibit "A" represents the entirety of the chartering and other
arrangements referred to therein; and neither of the parties thereto is in
default thereunder.
ARTICLE IV
COVENANTS OF THE OWNER
The Owner hereby covenants and agrees that so long as any of the
Serial Obligations or Term Obligations remains outstanding:
Section 4.01 Consent of Seller. On the Closing Date, the Owner
shall deliver to the Seller a copy of this Assignment and shall procure the
execution by the Seller of the Consents and Acknowledgment set out in Exhibit
A hereto and deliver said Consents and Acknowledgment to the Lender on the
Closing Date.
Section 4.02 Enforcement of Purchase Agreement. (a) The Owner
will do or permit to be done each and every act or thing which the Lender may
from time to time require to be done for the purpose of enforcing the Lender's
rights under the Purchase Agreement and this Assignment.
(b) The Owner will not exercise any right or powers conferred on
it by the Purchase Agreement in connection with any default or alleged default
by the Seller thereunder (including without limitation the right of
termination and substitution) unless and until requested so to do by the
Lender whereupon the Owner agrees that it will do so provided always that the
Lender shall not be responsible in any way whatsoever in the event that the
exercise of any right or power (including without limitation the right of
termination and substitution) be thereafter adjudged improper or to constitute
a repudiation of the Purchase Agreement by the Owner.
Section 4.03 Amendment of Purchase Agreement; Assignment of Purchase
Agreement. (a) The Owner will not, except with the previous written consent
of the Lender, agree to any variation of the Purchase Agreement or release the
Seller from any of its obligations thereunder or waive any breach of the
Seller's obligations thereunder or consent to any such act or omission of the
Seller as would otherwise constitute such breach.
(b) The Owner will not, except with the previous written consent
of the Lender, assign the Purchase Agreement to any other Person.
Section 4.04 Performance of Obligations. The Owner will perform
its obligations under the Purchase Agreement and use its best endeavors to
procure that the Seller shall perform its obligations under the Purchase
Agreement.
Section 4.05 Notices. The Owner will send a copy of all notices
received or given by it under the Purchase Agreement forthwith to the Lender.
Section 4.06 Further Assurances. The Owner will at any time and
from time to time, upon the written request of the Lender, promptly and duly
execute and deliver any and all such further instruments and documents and
take such action as the Lender may deem desirable in order to obtain the full
benefits of this Assignment and of the rights and powers herein granted.
Section 4.07 Lender as Attorney-in-Fact of Owner. The Owner hereby
constitutes the Lender, and its successors and assigns, its true and lawful
attorney-in-fact, irrevocably, with full power in its own name, in the name of
its agents or nominees or in the name of the Owner or otherwise, to ask,
require, demand, receive, enforce and give acquittance for, any and all moneys
and claims for moneys due and to become due and payable under or arising out
of the Purchase Agreement, to endorse any checks or other instruments or
orders in connection therewith and to file any claims or take any action or
institute any proceedings which to the Lender may seem to be necessary or
advisable under this Assignment. Any action or proceeding brought by the
Lender pursuant to any of the provisions of this Assignment or otherwise and
any claim made by the Lender hereunder may be compromised, withdrawn or
otherwise dealt with by the Lender without any notice to or approval of the
Owner.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 Amendment. This Assignment may be amended from time
to time by written agreement signed by the parties hereto.
Section 5.02 Severability. If any provision of this Assignment is
held to be in conflict with any applicable statute or rule of law or is
otherwise held to be unenforceable for any reason whatsoever, such
circumstances shall not have the effect of rendering the provision in question
inoperative or unenforceable in any other case or circumstance, or of
rendering any other provision or provisions herein contained invalid,
inoperative, or unenforceable to any extent whatsoever. The invalidity of any
one or more phrases, sentences, clauses or Sections of this Assignment
contained, shall not affect the remaining portions of this Assignment, or any
part thereof.
Section 5.03 Notices. All demands, notices and communications
hereunder shall be in writing, personally delivered or mailed by certified
mail-return receipt requested, and shall be deemed to have been duly given
upon receipt (a) in the case of the Lender, at the following address: c/o JH
Management Corporation, Room 6/9, One International Place, Boston,
Massachusetts 02110-2624, (b) in the case of the Owner, at the following
address: United House, 14-16 Nelson Street, Douglas, Isle of Man, or at other
such address as shall be designated by such party in a written notice to the
other parties.
Section 5.04 Consent to Jurisdiction. Any legal suit, action or
proceeding against the Owner arising out of or relating to this Assignment, or
any transaction contemplated hereby, may be instituted in any federal or state
court in The City of New York, State of New York and the Owner hereby waives
any objection which it may now or hereafter have to the laying of venue of any
such suit, action or proceeding, and the Owner hereby irrevocably submits to
the jurisdiction of any such court in any such suit, action or proceeding.
The Owner hereby irrevocably appoints and designates CT Corporation System,
having an address at 1633 Broadway, New York, New York, its true and lawful
attorney-in-fact and duly authorized agent for the limited purpose of
accepting servicing of legal process and the Owner agrees that service of
process upon such party shall constitute personal service of such process on
the Owner. The Owner shall maintain the designation and appointment of such
authorized agent until all amounts payable under this Assignment shall have
been paid in full. If such agent shall cease to so act, the Owner shall
immediately designate and appoint another such agent satisfactory to the Lender
and shall promptly deliver to the Lender evidence in writing of such other
agent's acceptance of such appointment.
Section 5.05 Captions. The captions or headings in this Assignment
are for convenience only and in no way define, limit or describe the scope or
intent of any provisions or sections of this Assignment.
Section 5.06 Governing Law. This Assignment shall be governed by
and interpreted in accordance with the laws of the State of New York, without
giving effect to the principles of conflicts of law.
Section 5.07 No Partnership. Nothing herein contained shall be
deemed or construed to create a partnership or joint venture among the parties
hereto and the services of each party shall be rendered as an independent
contractor and not as agent for any other party.
Section 5.08 Counterparts. This Assignment may be executed in any
number of counterparts and by different parties hereto on separate
counterpart, each of which shall be deemed to be an original. Such
counterparts shall constitute one and the same agreement.
Section 5.09 Survival. The representations, covenants and
agreements contained in or made pursuant to this Assignment in respect of
either party hereto shall survive the execution and delivery of this
Assignment and shall continue in effect so long as such party's obligations
hereunder remain outstanding.
Section 5.10 Integration. This Assignment and the Schedule and
Exhibits hereto constitute the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, understandings or representations pertaining to the subject
matter hereof, whether oral or written. There are no warranties,
representations or other agreements between the parties in connection with the
subject matter hereof except as specifically set forth or incorporated herein.
Section 5.11 Reproduction of Documents. This Assignment and all
documents relating thereto, including, without limitation, (a) consents,
waivers and modifications which may hereafter be executed, (b) documents
received by any party at the closing, and (c) financial statements,
certificates and other information previously or hereafter furnished, may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties agree that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made in the regular course
of business) and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.
Section 5.12 Successors and Assigns; Assignment. This Assignment
shall be binding upon and inure to the benefit of the Owner and the Lender and
their respective successors and assigns. The Owner shall not have the right
to assign its rights hereunder or any interest herein without the prior
written consent of the Lender. The Lender, at its sole option, shall have the
right to assign this Assignment, the Serial Loan Agreement, the Term Loan
Agreement, the Security Documents and any of its rights and interest hereunder
and thereunder.
Section 5.13 General Interpretive Principles. For purposes of this
Assignment except as otherwise expressly provided or unless the context
otherwise requires:
(a) the defined terms in this Assignment shall include the
plural as well as the singular, and the use of any gender herein shall be
deemed to include any other gender;
(b) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles as in effect on the date hereof;
(c) references herein to "Articles", "Sections", "Subsections",
"paragraphs", and other subdivisions without reference to a document are to
designated Articles, Sections, Subsections, paragraphs and other subdivisions
of this Assignment;
(d) a reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to paragraphs and
other subdivisions;
(e) the words "herein", "hereof", "hereunder" and other words of
similar import refer to this Assignment as a whole and not to any particular
provision; and
(f) the term "include" or "including" shall mean without
limitation by reason of enumeration.
Section 5.14 Effective Date of Transaction. Notwithstanding and
the fact that this Assignment is dated as of ____________ 1, 1994, the
transactions set forth herein shall not be effective until the Closing Date.
IN WITNESS WHEREOF, the Owner and the Lender have caused this
Assignment to be duly executed and delivered by their respective officers
thereunto duly authorized all as of the day and year first above written.
CALIFORNIA PETROLEUM TRANSPORT
CORPORATION, as Lender
By:___________________________________
Name:_________________________________
Title:________________________________
CALPETRO TANKERS (BAHAMAS I) LIMITED, as Owner
By:___________________________________
Name:_________________________________
Title:________________________________
Schedule A
LETTER OF CONSENT AND ACKNOWLEDGMENT
TO ASSIGNMENT OF PURCHASE AGREEMENT
____________, 1994
CALIFORNIA PETROLEUM TRANSPORT
CORPORATION, as Lender
Dear Sirs:
The undersigned hereby consents to and acknowledges receipt of a
signed copy of the Assignment of Purchase Agreement (the "Assignment") dated
as of ___________ 1, 1994, by and between CalPetro Tankers (Bahamas I) Limited
and yourselves as adequate notice of such assignment to you of the Purchase
Agreement (as defined in the Assignment).
We confirm that the terms of the Purchase Agreement remain in full
force and effect and constitute the entire agreement between the parties
thereto with respect to the sale of the Vessel and that the Owner is not to
our knowledge presently in breach of the terms of the Purchase Agreement. We
further confirm that the terms of the Purchase Agreement have not been varied
or modified and that the terms of the Purchase Agreement will not after the
date hereof be varied or modified without your prior written consent.
We confirm that we have received no prior notice of any assignment
by the Owner of any interest in the Purchase Agreement.
The undersigned will not permit any amendment, modification,
cancellation or other alteration in the Purchase Agreement, nor will it
consent to or accept the substitution thereunder of any party for the Owner
without your prior written consent.
CHEVRON TRANSPORT CORPORATION, as Seller
By:___________________________________
Name:_________________________________
Title:________________________________
SCHEDULE 1
Defined Terms Used in the Assignment
"Assignment of Charter" means the assignment between the Owner and the
Lender, as amended from time to time in accordance with the terms thereof,
pursuant to which the Owner assigns to the Lender all of its right, title and
interest in, to and under the Initial Charter to secure its obligations under
the Loan Agreements.
"Assignment of Earnings and Insurances" means the assignment between the
Owner and the Lender, as amended from time to time in accordance with the
terms thereof, pursuant to which the Owner assigns to the Lender all of its
right, title and interest in, to and under the freights and hires (as well as
any charters entered into after the Closing Date) with respect to the Vessel
to secure its obligations under the Loan Agreements.
"Assignment of Guarantee" means the assignment between the Owner and the
Lender, as amended from time to time in accordance with the terms thereof,
pursuant to which the Owner assigns to the Lender all of its right, title and
interest in, to and under the Chevron Guarantee to secure its obligations
under the Loan Agreements.
"Assignment of Management Agreement" means the assignment between the
Owner and the Lender, as amended from time to time in accordance with the
terms thereof, pursuant to which the Owner assigns to the Lender all of its
right, title and interest in, to and under the Management Agreement to secure
its obligations under the Loan Agreements.
"Assignment" or Assignment of Purchase Agreement" means the assignment
between the Owner and the Lender, as amended from time to time in accordance
with the terms thereof, pursuant to which the Owner assigns to the Lender all
of its right, title and interest in, to and under the Purchase Agreement to
secure its obligations under the Loan Agreements.
"Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, or in the city and state
where the Trustee's principal offices are located, are authorized or are
obligated by law, executive order or governmental decree to be closed.
"Chevron" means Chevron Corporation, a Delaware.
"Chevron Guarantee" means the guarantee of the obligations of the
Initial Charterer under the Initial Charter given by Chevron.
"Closing Date" means _________ __, 1994.
"Collateral" means (i) an assignment of the Initial Charter, (ii) a
mortgage on the Vessel, (iii) an assignment of the earnings and insurances on
the Vessel, (iv) an assignment of the Chevron Guarantee, (v) an assignment of
the Management Agreement relating to the Vessel, (vi) an assignment of the
Purchase Agreement, (vii) the pledge of the shares of the Owner by Owner's
shareholder and (viii) a blanket security interest on all of the assets of the
Owner now existing or hereafter created, together with all income and proceeds
thereof.
"Event of Default" means an Event of Default under Section 6.01 of the
Loan Agreements.
"Governmental Approval" means any authorization, consent, approval,
license, franchise, lease, ruling, permit, tariff, rate, certification,
exemption, filing or registration by or with any Governmental Authority
relating to the ownership of the Collateral or to the execution, delivery or
performance of the Loan Agreement or any Security Document.
"Governmental Authority" means the federal government, any state or
other political subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government and any other governmental entity with authority over the Owner
or operation of the Vessels.
"Indentures" means the Indenture, dated as of _________ 1, 1994 between
the Owner and the Trustee pursuant to which the Term Mortgage Notes will be
issued and the Indenture, dated as of _______ 1, 1994 between the Lender and
the Trustee pursuant to which the Serial Mortgage Notes will be issued.
"Issue of One Debenture" means each Issue of One Debenture between the
Owner and the Lender, as amended from time to time in accordance with the
terms thereof, pursuant to which the Owner grants to the Lender a security
interest in all of its assets.
"Law" means any statute, law, rule, regulation, ordinance, order, code,
policy or rule of common law, now or hereafter in effect, and any judicial or
administrative interpretation thereof by a Governmental Authority or
otherwise, including any judicial or administrative order, consent decree or
judgment.
"Lender" means California Petroleum Transport Corporation, a corporation
organized under the laws of the State of Delaware.
"Loan Agreements" means, collectively, the Term Loan Agreement and the
Serial Loan Agreement.
"Loans" means, collectively, the Serial Loans and the Term Loans.
"Loss Date" means the date which is 90 days after the occurrence of a
Total Loss of the Vessel.
"Management Agreement" means the agreement, dated the Closing Date,
among the Owner, the Manager and the Technical Adviser.
"Manager" means the Person performing the duties of the Manager under the
Management Agreement, initially P.D. Gram & Co. ans.
"Mortgage" means, with respect to the Vessel, the first preferred ship
mortgages on the Vessel granted by the Owner to the Lender, as amended from
time to time in accordance with the terms of such Mortgage.
"Owner" means CalPetro Tankers (Bahamas I) Limited, a company organized
under the laws of The Commonwealth of the Bahamas.
"Payment Date" means each ________ and ______________ commencing
___________ 1995.
"Person" means an individual, a partnership, a corporation, a joint
venture, an unincorporated association, a joint-stock company, a trust, or
other entity or a government or any agency or political subdivision thereof.
"Purchase Agreement" means the Vessel Purchase Agreement, dated as of
_________________, between the Owner and the Seller wherein the Owner
purchases the Vessel from the Seller.
"Registration Jurisdiction" means the jurisdiction in which the Vessel
is or will be registered.
"Requirement of Law" means, as to any Person, the certificate of
incorporation and by-laws or partnership agreement or other organizational or
governing documents of such Person, and, any Law applicable to or binding upon
such Person or any of its properties or to which such Person or any of its
properties is subject.
"Securities" means, collectively, the Term Mortgage Notes and the Serial
Mortgage Notes.
"Security Documents" means the Serial Loan Agreement, the Term Loan
Agreement, the Mortgage, the Assignment of Charter, the Assignment of Earnings
and Insurances, the Assignment of Guarantee, the Assignment of Management
Agreement, the Assignment of Purchase Agreement, the Issue of One Debenture,
collectively.
"Seller" means Chevron Transport Corporation, a Liberian corporation.
"Serial Loan Agreement" the Loan Agreement, dated as of _________ 1,
1994 between the Lender and the Owner pursuant to which the Lender will make
the Serial Loans to the Owner.
"Serial Loans" shall have the meaning assigned to such term in the
Preliminary Statement of this Assignment.
"Serial Mortgage Notes" means the Serial First Preferred Term Mortgage
Notes which will mature serially from _____________, 1995 to _____________,
2005 in the initial aggregate amount of $168,500,000 issued by the Lender
concurrently with the issuance of the Term Mortgage Notes.
"Serial Obligations" means the payment, performance or obligations of
any kind or nature whatsoever of the Owner under and pursuant to the Serial
Loan Agreement, any Security Document and any instrument, agreement or
document referred to therein.
"State" means any state of the United States of America and, in
addition, the District of Columbia.
"Technical Adviser" means the person performing the duties of the
Technical Adviser under the Management Agreement, initially Barber Ship
Management Group.
"Term Loan" shall have the meaning assigned to such term in the
Preliminary Statement of this Assignment.
"Term Loan Agreement" means the Loan Agreement, dated as of __________
1, 1994 between the Owner and the Lender pursuant to which the Lender makes
the Term Loan to the Owner.
"Term Mortgage Notes" means __% First Preferred Mortgage Notes Due 2014
in the initial aggregate amount of $117,900,000 issued by the Lender
concurrently with the issuance of the Serial Mortgage Notes.
"Term Obligations" means the payment, performance or obligations of any
kind or nature whatsoever of the Owner under and pursuant to the Term Loan
Agreement, any Security Document and any instrument, agreement or document
referred to therein.
"Trustee" means Chemical Trust Company of California.
"Vessel" shall have the meaning assigned to such term in the Preliminary
Satement of this Assignment.