______________________________________________________________________________
______________________________________________________________________________
California Petroleum Transport Corporation
and
CalPetro Tankers (Bahamas I) Limited
___________________________________
ASSIGNMENT OF GUARANTEE
Dated as of __________ 1, 1994
___________________________________
______________________________________________________________________________
______________________________________________________________________________
Assignment of Guarantee, 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 "Initial Charterer"). The
Vessel will be bareboat chartered to the Initial Charterer pursuant to the
Bareboat Charter (the "Initial Charter"), dated as of the date hereof, between
the Owner and the Initial Charterer. The obligations of the Initial Charterer
under the Initial Charter will be guaranteed by Chevron Corporation (the
"Guarantor") pursuant to a Guarantee, dated as of the date hereof (the
"Guarantee"). 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 and the
Guarantee.
NOW, THEREFORE, in consideration of the premises and of the
covenants herein contained, the parties hereto covenant and 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. (a) 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 Guarantee,
including without limitation any moneys whatsoever payable to the Owner under
the Guarantee, together with the income and proceeds thereof and all other
rights and benefits whatsoever accruing to the Owner under the Guarantee;
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 Guarantee 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.
(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 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 Guarantee or any part of the
rights, titles and interests hereby assigned, to anyone other than the Lender,
or its successors or assigns.
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 Guarantor. On the Closing Date, the Owner
shall deliver to the Guarantor a copy of this Assignment and shall procure the
execution by the Guarantor 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 Guarantee. (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 Guarantee and this Assignment.
(b) If an Event of Default shall occur under either the Term
Loan Agreement or the Serial Loan Agreement, the Owner shall cause all moneys
hereby assigned or agreed to be assigned or arising from or in connection with
any of the rights, title, interest and benefits of the Owner under the
Guarantee shall be paid to the credit of Account No. _____________ of the
Lender at Chemical Trust Company of California, or to such other account as
the Lender may from time to time direct.
(c) The Owner will not exercise any right or powers conferred on
it by the Guarantee in connection with any default or alleged default by the
Guarantor 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 the right of termination and substitution) be
thereafter adjudged improper or to constitute a repudiation of the Guarantee
by the Owner.
Section 4.03 Amendment of Guarantee; Assignment of Guarantee. (a)
The Owner will not, except with the previous written consent of the Lender,
agree to any variation of the Guarantee or release the Guarantor from any of
its obligations thereunder or waive any breach of the Guarantor's obligations
thereunder or consent to any such act or omission of the Guarantor as would
otherwise constitute such breach.
(b) The Owner will not, except with the previous written consent
of the Lender, assign the Guarantee to any other Person.
Section 4.04 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 4.05 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 Guarantee, 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
such Person. 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:_______________________
Exhibit A
LETTER OF CONSENT AND ACKNOWLEDGMENT
TO ASSIGNMENT OF GUARANTEE
Chemical Trust Company of California,
as Collateral Trustee
California Petroleum Transport Corporation,
as Lender
Dear Sirs:
Chevron Corporation (the "Guarantor") hereby acknowledges notice
of and consents to the terms of (i) the Assignment of Guarantee (the
"Assignment") dated the ___ day of __________, 1994 and made between Calpetro
Tankers (Bahamas I) Limited (the "Owner") and California Petroleum Transport
Corporation (the "Lender") as adequate notice of such assignment to the Lender
of the Guarantee (as defined in the Assignment) and of all the right, title
and interest of the Owner in, to and under the Guarantee and (ii) the
Collateral Assignment of Guarantee (the "Collateral Assignment") dated the
______ day of ___________, 1994 and made by and between the Lender and
Chemical Trust Company of California (the "Collateral Trustee") as adequate
notice of the further assignment of the Guarantee and all of the right, title
and interest of the Lender in, to and under the Guarantee. Any capitalized
term not otherwise defined herein shall have the meaning assigned to such term
in the Assignment.
The Guarantor confirms that it (a) has reviewed the terms of the
Charter and (b) understands the rights and obligations of Chevron Transport
Corporation (the "Charterer") pursuant to the terms and conditions thereof.
Notwithstanding anything to the contrary contained in the
Guarantee including without limitation the Guarantor's right to terminate the
Guarantee as provided therein, so long as the Charter, the Assignment and the
Collateral Assignment are each in effect and the Collateral Trustee has rights
in the Charter and the Guarantee, the Guarantor hereby agrees the Guarantee
will continue in full force and effect and that, upon notification to the
Guarantor of the occurrence of an Event of Default under the Indenture
referred to in the Assignment, the Guarantor shall (i) perform any and all
obligations which the Guarantor is obligated to perform according to the
Guarantee and (ii) pay any and all sums which the Guarantor is obligated to pay
according to the Guarantee, as modified by the terms of this Letter of
Consent, directly to the Collateral Trustee at Account No. ________________,
at ______________, or otherwise to such other account as the Collateral
Trustee may at any time or from time to time, designate by notice to the
Guarantor in writing.
Payments to the Collateral Trustee shall not be subject to any
right of set-off or defense by way of counterclaim or otherwise which the
Guarantor may have against the Owner or any entity substituted for it and all
payments once made to the Collateral Trustee will be final, and once paid the
Guarantor will not, for any reason whatsoever, seek to recover from the Lender
any such payment made to the Lender by virtue of the Assignment or this Letter
of Consent.
The Guarantor confirms to the Lender and the Collateral Trustee
that (a) the Guarantor is a corporation duly organized and existing in good
standing under the laws of the State of Delaware, (b) the making and
performance of this Letter of Consent in accordance with its terms have been
duly authorized by all necessary corporate action on the part of the
Guarantor, do not contravene the Guarantor's Certificate of Incorporation or
any indenture, credit agreement or other contractual agreement to which the
Guarantor is a party or by which it is bound or any law binding on the
Guarantor, (c) the making and performance of the Guarantee in accordance with
its terms have been duly authorized by all necessary corporate action on the
part of the Guarantor, do not require any stockholder approval, do not
contravene the Guarantor's Certificate of Incorporation or any indenture,
credit agreement or other contractual agreement to which the Guarantor is a
party or by which it is bound, and do not, as to the making thereof,
contravene any law binding on the Guarantor and, to the best knowledge of the
Guarantor do not, as to the performance thereof, contravene any law binding on
the Guarantor, (d) the Guarantee constituted as of the date thereof and at all
times thereafter, to and including the date of this Letter of Consent, a
binding obligation of the Guarantor enforceable against the Guarantor in
accordance with its terms, and this Letter of Consent is a binding obligation
of the Guarantor enforceable against the Guarantor in accordance with its
terms, (e) the terms of the Guarantee remain in full force and effect and
constitutes, as modified by this Letter of Consent, the entire agreement
between the parties thereto, (f) the terms of the Guarantee have not been
varied or modified, other than pursuant to the terms of this Letter of
Consent, and that the terms of the Guarantee will not after the date hereof be
varied or modified without the prior written consent of the Collateral Trustee
and (g) the Guarantor has received no prior notice of any assignment by the
Owner of any interest in the Guarantee.
The Guarantor covenants:
(a) to file with the Trustee, within 15 days after the Guarantor
is required to file the same with the Commission, copies of the annual
reports and of the information, documents, and other reports (or copies
of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Guarantor may be
required to file with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act, or, if the Guarantor is not required to file
information, documents, or reports pursuant to either of such Sections
of the Exchange Act, then to file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by
the Commission, such of the supplementary and period information,
documents, and reports which may be required pursuant to Section 13 of
the Exchange Act, or, in respect of a security listed and registered on
a national securities exchange, as may be prescribed from time to time
in such rules and regulations;
(b) to file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the
Commission, such additional information, documents, and reports with
respect to compliance by the Guarantor with the conditions and covenants
provided for in the Indentures as may be required from time to time by
such rules and regulations;
(c) to transmit to the holders of the Securities in the manner
and to the extent required by Section 313(c) of the Trust Indenture Act,
within 30 days after the filing thereof with the Trustee, such summaries
of any information, documents and reports required to be filed by the
Guarantor pursuant to subsections (a) and (b) of this Letter of Consent
as may be required by rules and regulations prescribed from time to time
by the Commission; and
(d) furnish to the Trustee, on or before each August, commencing
in 1995, a brief certificate from the principal executive officer
principal financial officer or principal accounting officer of the
Guarantor as to his or her knowledge of the Guarantor's compliance with
all conditions and covenants under the Indentures. For purposes of this
subsection (d), such compliance shall be determined without regard to
any period of grace or requirement of notice provided under the
Indentures.
CHEVRON CORPORATION, as Guarantor
Dated:___________________, 1994 By:______________________________
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" or "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 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 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.
"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 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.
"Commission" means the Securities and Exchange Commission.
"Exchange Act" means the United States Securities Exchange Act of 1934,
as amended.
"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.
"Guarantor" means Chevron Corporation, a Delaware corporation.
"Guarantee" means the Guarantee, dated ____________ 1, 1994 from the
Guarantor.
"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.
"Initial Charter" means the Bareboat Charter, dated _________ 1, 1994
between the Initial Charterer and the Owner.
"Initial Charterer" means Chevron Transport Corporation, a Liberian
corporation.
"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 Serial Loan Agreement and the
Term Loan Agreement.
"Loans" means, collectively, the Serial Loans and the Term Loan.
"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 Initial Charterer wherein the
Owner purchases the Vessel from the Initial Charterer.
"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 Term Loan Agreement, the Serial 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.
"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 Loan 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
Statement of this Assignment.
______________________________________________________________________________
______________________________________________________________________________
California Petroleum Transport Corporation
and
Chemical Trust Company of California
___________________________________
COLLATERAL ASSIGNMENT OF GUARANTEE
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............................................... 1
Section 2.03 Issuer to Remain Liable.................................. 2
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE ISSUER
Section 3.01 Organization, Power and Status of the Issuer............. 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 Assignment of Guarantee.............................. 4
ARTICLE IV
COVENANTS OF THE ISSUER
Section 4.01 Consent of Chevron and Owner............................. 4
Section 4.02 Enforcement of Assignment of Guarantee................... 4
Section 4.03 Amendment of Assignment of Guarantee; Collateral Assignment
of Guarantee............................................. 4
Section 4.04 Performance of Obligations............................... 5
Section 4.05 Notices.................................................. 5
Section 4.06 Further Assurances....................................... 5
Section 4.07 Collateral Trustee as Attorney-in-Fact of Issuer......... 5
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 Amendment................................................ 5
Section 5.02 Severability............................................. 5
Section 5.03 Notices.................................................. 6
Section 5.04 Captions................................................. 6
Section 5.05 Governing Law............................................ 6
Section 5.06 No Partnership........................................... 6
Section 5.07 Counterparts............................................. 6
Section 5.08 Survival................................................. 6
Section 5.09 Integration.............................................. 6
Section 5.10 Reproduction of Documents................................ 7
Section 5.11 Successors and Assigns; Assignment....................... 7
Section 5.12 General Interpretive Principles.......................... 7
Section 5.13 Effective Date of Transaction............................ 7
Collateral Assignment of Guarantee, dated as of __________ 1, 1994
(the "Assignment"), between California Petroleum Transport Corporation, a
corporation organized under the laws of the State of Delaware (the "Issuer")
and Chemical Trust Company of California (the "Collateral Trustee").
PRELIMINARY STATEMENT
Issuer has authorized the issue of the Serial Mortgage Notes and
the Term Mortgage Notes (collectively, the "Notes"). The Notes will be issued
pursuant to the terms and conditions of the Indentures, each dated as of the
date hereof, each between the Issuer and the Collateral Trustee, as indenture
trustee. The net proceeds of the Notes will be used by the Issuer to make two
loans to CalPetro Tankers (Bahamas I) Limited (the "Owner") pursuant to the
Loan Agreements, which will be used by the Owner to acquire the m.t. _________
(the "Vessel") from Chevron Transport Corporation (the "Initial Charterer").
The Vessel will be bareboat chartered to the Initial Charterer pursuant to the
Bareboat Charter (the "Initial Charter"), dated as of the date hereof, between
the Owner and the Initial Charterer. As collateral security for its
obligations under the Indentures, the Issuer will assign, pledge, mortgage and
grant to the Collateral Trustee a security interest in, inter alia, all of the
Issuer's right, title and interest in and to the Guarantee (the "Guarantee")
dated _________, 1994, from Chevron Corporation ("Chevron") and the Assignment
of Guarantee.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and of other valuable consideration, receipt of
which is hereby acknowledged, the Collateral Trustee and the Issuer 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 Indenture, 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 Issuer 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 Collateral Trustee, its successors and assigns,
for its and their respective successors' and assigns' own proper use and
benefit, all of the Issuer's right, title and interest in and to the Guarantee
and the Assignment of Guarantee, including without limitation any moneys
whatsoever payable to the Issuer under the Guarantee and the Assignment of
Guarantee, together with the income and proceeds thereof and all other rights
and benefits whatsoever accruing to the Issuer under the Guarantee and the
Assignment of Guarantee; provided, however, that the Issuer shall keep the
Collateral Trustee fully and effectively indemnified from and against all
actions, losses, claims, proceedings, costs, demands and liabilities which may
be suffered by the Collateral Trustee under or by virtue of the Guarantee, the
Assignment of Guarantee 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 Indenture, the sale, assignment,
transfer and grant of security interest made by the Issuer pursuant to the
terms of this Assignment will be solely and exclusively for the benefit of the
Collateral Trustee as Collateral Trustee under the Term Indenture and this
Assignment will be security solely and exclusively for the Term Obligations.
Section 2.03 Issuer to Remain Liable. (a) Anything in this
Assignment contained to the contrary notwithstanding, the Issuer shall remain
liable under the Assignment of Guarantee, and shall observe, perform and
fulfill all of the conditions and obligations to be observed, performed and
fulfilled by it thereunder, and the Collateral Trustee shall have no
obligation or liability of any kind whatsoever thereunder or by reason of or
arising out of this Assignment, nor shall the Collateral Trustee be under any
liability whatsoever in the event of any failure by the Issuer 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 Issuer
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 Issuer
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 Collateral Trustee or to which the Collateral Trustee may be entitled
hereunder at any time or times.
(b) Any and all rights assigned herein may be further assigned by
the Collateral Trustee, 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 Collateral Trustee under this Assignment.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE ISSUER
The Issuer hereby represents and warrants to the Collateral
Trustee as follows:
Section 3.01 Organization, Power and Status of the Issuer. The
Issuer (a) is a corporation duly formed, validly existing and in good standing
under the laws of the State of Delaware 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 Issuer 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 Issuer has all necessary corporate power and authority to execute,
deliver and perform under this Assignment.
(b) All action on the part of the Issuer 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
Issuer. This Assignment constitutes the legal, valid and binding obligation
of the Issuer, 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 Issuer or (ii) constitutes a default
under any Security Document.
(b) The Issuer is in compliance with and not in default under any
and all Requirements of Law applicable to the Issuer 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 Issuer in connection with
the execution, delivery and performance by the Issuer 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 Issuer or, to the best of the Issuer's knowledge,
threatened against the Issuer or pending or threatened against any property or
other assets or rights of any of the Issuer with respect to this Assignment.
Section 3.06 No Prior Assignment. The Issuer 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 Guarantee, the Assignment of
Guarantee or any part of the rights, titles and interests hereby assigned, to
anyone other than the Collateral Trustee, or its successors or assigns.
Section 3.07 The Assignment of Guarantee. The Assignment of
Guarantee constitutes the legal, valid and binding obligation of the Issuer
and of the Issuer as "Lender" 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 ISSUER
The Issuer hereby covenants and agrees that so long as any of the
Serial Mortgage Notes or Term Mortgage Notes remains outstanding:
Section 4.01 Consent of Chevron and Owner. On the Closing Date,
the Issuer shall deliver to Chevron and the Owner a copy of this Assignment
and shall procure the execution by Chevron and the Owner of the Consents and
Acknowledgment set out in Exhibits A-1 and A-2 hereto and deliver said
Consents and Acknowledgment to the Collateral Trustee on the Closing Date.
Section 4.02 Enforcement of Assignment of Guarantee. (a) The
Issuer will do or permit to be done each and every act or thing which the
Collateral Trustee may from time to time require to be done for the purpose of
enforcing the Collateral Trustee's rights under the Guarantee, the Assignment
of Guarantee and this Assignment.
(b) If an Event of Default shall occur under either the Term
Indenture or the Serial Indenture, the Issuer shall procure that all moneys
hereby assigned or agreed to be assigned or arising from or in connection with
any of the rights, title, interest and benefits of the Issuer under the
Guarantee and the Assignment of Guarantee shall be paid to the credit of
Account No. _____________ of the Collateral Trustee at Chemical Trust Company
of California, or to such other account as the Collateral Trustee may from
time to time direct.
(c) The Issuer will not exercise any right or powers conferred
on it by the Assignment of Guarantee in connection with any default or alleged
default by Chevron or the Owner thereunder or under the Guarantee (including
without limitation the right of termination and substitution) unless and until
requested so to do by the Collateral Trustee whereupon the Issuer agrees that
it will do so provided always that the Collateral Trustee shall not be
responsible in any way whatsoever in the event that the exercise of any right
or power (including the right of termination and substitution) be thereafter
adjudged improper or to constitute a repudiation of the Assignment of
Guarantee by the Issuer.
Section 4.03 Amendment of Assignment of Guarantee; Collateral
Assignment of Guarantee. (a) The Issuer will not, except with the previous
written consent of the Collateral Trustee, agree to any variation of the
Guarantee or the Assignment of Guarantee or release Chevron or the Owner from
any of its obligations thereunder or waive any breach of Chevron or the
Owner's obligations thereunder or consent to any such act or omission of
Chevron or the Owner as would otherwise constitute such breach.
(b) The Issuer will not, except with the previous written consent
of the Collateral Trustee, assign the Guarantee or Assignment of Guarantee to
any other Person.
Section 4.04 Performance of Obligations. The Issuer will perform
its obligations under the Assignment of Guarantee and use its best endeavors
to procure that the Owner shall perform its obligations under the Assignment
of Guarantee.
Section 4.05 Notices. The Issuer will send a copy of all notices
received or given by it under the Assignment of Guarantee forthwith to the
Collateral Trustee.
Section 4.06 Further Assurances. The Issuer will at any time and
from time to time, upon the written request of the Collateral Trustee,
promptly and duly execute and deliver any and all such further instruments and
documents and take such action as the Collateral Trustee may deem desirable in
order to obtain the full benefits of this Assignment and of the rights and
powers herein granted.
Section 4.07 Collateral Trustee as Attorney-in-Fact of Issuer. The
Issuer hereby constitutes the Collateral Trustee, 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 its
agents or nominees or in the name of the Issuer 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 Guarantee or the Assignment of Guarantee, 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 Collateral Trustee may
seem to be necessary or advisable under this Assignment. Any action or
proceeding brought by the Collateral Trustee pursuant to any of the provisions
of this Assignment or otherwise and any claim made by the Collateral Trustee
hereunder may be compromised, withdrawn or otherwise dealt with by the
Collateral Trustee without any notice to or approval of the Issuer.
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 Collateral Trustee, 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 Issuer, 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 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 5.05 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 5.06 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 5.07 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 5.08 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 5.09 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 5.10 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 5.11 Successors and Assigns; Assignment. This Assignment
shall be binding upon and inure to the benefit of the Issuer and the
Collateral Trustee and their respective successors and assigns. Neither the
Issuer nor the Collateral Trustee shall have the right to assign its rights
hereunder or any interest herein without the prior written consent of the
other party.
Section 5.12 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 5.13 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 Issuer and the Collateral Trustee 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 Collateral Trustee
By: _______________________________
Name: _______________________________
Title:_______________________________
CHEMICAL TRUST COMPANY OF CALIFORNIA, as Issuer
By: _______________________________
Name: _______________________________
Title:_______________________________
Exhibit A-1
LETTER OF ACKNOWLEDGEMENT
TO COLLATERAL ASSIGNMENT OF GUARANTEE
__________ __, 1994
CHEMICAL TRUST COMPANY OF
CALIFORNIA, as Collateral Trustee
Dear Sirs:
The undersigned hereby consents to and acknowledges receipt of a
signed copy of the Collateral Assignment of Guarantee (the "Assignment"),
dated as of __________ 1, 1994, between California Petroleum Transport
Corporation (the "Issuer") and yourselves as adequate notice of such
assignment to you of the Assignment of Guarantee (as defined in the Assignment)
and of all the right, title and interest of the Issuer in, to and under the
Assignment of Guarantee.
So long as the Assignment remains effective, we hereby agree that,
upon your notification to us of the occurrence of an Event of Default under
the Term Indenture or Serial Indenture referred to in the Assignment, we shall
pay any and all sums which we are legally obligated to pay to the Issuer or
otherwise as stated in and according to the Assignment of Guarantee directly
to your Account No. ________________, at ______________, or otherwise to such
other account as you may at any time or from time to time, designate by notice
to us in writing.
Payments of moneys under the Assignment of Guarantee may be
adjusted, reduced or withheld only as expressly provided therein. Payments to
you shall not be subject to any right of set-off or defense by way of
counterclaim or otherwise which the undersigned may have against the Issuer or
any entity substituted for it other than under the Assignment of Guarantee and
all payments once made to you will be final, and once paid we will not, for
any reason whatsoever, seek to recover any such payment made to you by virtue
of the Assignment or this Letter of Consent.
We confirm that the terms of the Guarantee (as defined in the
Assignment) remain in full force and effect and constitute the entire
agreement between the parties thereto with respect to the Guarantee and that
the undersigned is not presently in breach of the terms of the Assignment of
Guarantee. We further confirm that the terms of the Guarantee have not been
varied or modified and that the terms of the Guarantee 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 Issuer of any interest in the Assignment of Guarantee.
The undersigned will not permit any amendment, modification,
cancellation or other alteration in the Guarantee.
CALPETRO TANKERS (BAHAMAS I) LIMITED, as Owner
By: _______________________________
Name: _______________________________
Title:_______________________________
Exhibit A-2
LETTER OF ACKNOWLEDGMENT
TO COLLATERAL ASSIGNMENT OF GUARANTEE
Chemical Trust Company of California,
as Collateral Trustee
California Petroleum Transport Corporation,
as Lender
Dear Sirs:
Chevron Corporation (the "Guarantor") hereby acknowledges notice
of and consents to the terms of (i) the Assignment of Guarantee (the
"Assignment") dated the ___ day of __________, 1994 and made between Calpetro
Tankers (Bahamas I) Limited (the "Owner") and California Petroleum Transport
Corporation (the "Lender") as adequate notice of such assignment to the Lender
of the Guarantee (as defined in the Assignment) and of all the right, title
and interest of the Owner in, to and under the Guarantee and (ii) the
Collateral Assignment of Guarantee (the "Collateral Assignment") dated the
______ day of ___________, 1994 and made by and between the Lender and
Chemical Trust Company of California (the "Collateral Trustee") as adequate
notice of the further assignment of the Guarantee and all of the right, title
and interest of the Lender in, to and under the Guarantee. Any capitalized
term not otherwise defined herein shall have the meaning assigned to such term
in the Assignment.
The Guarantor confirms that it (a) has reviewed the terms of the
Charter and (b) understands the rights and obligations of Chevron Transport
Corporation (the "Charterer") pursuant to the terms and conditions thereof.
Notwithstanding anything to the contrary contained in the
Guarantee including without limitation the Guarantor's right to terminate the
Guarantee as provided therein, so long as the Charter, the Assignment and the
Collateral Assignment are each in effect and the Collateral Trustee has rights
in the Charter and the Guarantee, the Guarantor hereby agrees the Guarantee
will continue in full force and effect and that, upon notification to the
Guarantor of the occurrence of an Event of Default under the Indenture
referred to in the Assignment, the Guarantor shall (i) perform any and all
obligations which the Guarantor is obligated to perform according to the
Guarantee and (ii) pay any and all sums which the Guarantor is obligated to pay
according to the Guarantee, as modified by the terms of this Letter of
Consent, directly to the Collateral Trustee at Account No. ________________,
at ______________, or otherwise to such other account as the Collateral
Trustee may at any time or from time to time, designate by notice to the
Guarantor in writing.
Payments to the Collateral Trustee shall not be subject to any
right of set-off or defense by way of counterclaim or otherwise which the
Guarantor may have against the Owner or any entity substituted for it and all
payments once made to the Collateral Trustee will be final, and once paid the
Guarantor will not, for any reason whatsoever, seek to recover any such
payment made to the Lender by virtue of the Assignment or this Letter of
Consent.
The Guarantor confirms to the Lender and the Collateral Trustee
that (a) the Guarantor is a corporation duly organized and existing in good
standing under the laws of the State of Delaware, (b) the making and
performance of this Letter of Consent in accordance with its terms have been
duly authorized by all necessary corporate action on the part of the
Guarantor, do not contravene the Guarantor's Certificate of Incorporation or
any indenture, credit agreement or other contractual agreement to which the
Guarantor is a party or by which it is bound or any law binding on the
Guarantor, (c) the making and performance of the Guarantee in accordance with
its terms have been duly authorized by all necessary corporate action on the
part of the Guarantor, do not require any stockholder approval, do not
contravene the Guarantor's Certificate of Incorporation or any indenture,
credit agreement or other contractual agreement to which the Guarantor is a
party or by which it is bound, and do not, as to the making thereof,
contravene any law binding on the Guarantor and, to the best knowledge of the
Guarantor do not, as to the performance thereof, contravene any law binding on
the Guarantor, (d) the Guarantee constituted as of the date thereof and at all
times thereafter, to and including the date of this Letter of Consent, a
binding obligation of the Guarantor enforceable against the Guarantor in
accordance with its terms, and this Letter of Consent is a binding obligation
of the Guarantor enforceable against the Guarantor in accordance with its
terms, (e) the terms of the Guarantee remain in full force and effect and
constitutes, as modified by this Letter of Consent, the entire agreement
between the parties thereto, (f) the terms of the Guarantee have not been
varied or modified, other than pursuant to the terms of this Letter of
Consent, and that the terms of the Guarantee will not after the date hereof be
varied or modified without the prior written consent of the Collateral Trustee
and (g) the Guarantor has received no prior notice of any assignment by the
Owner of any interest in the Guarantee.
The Guarantor covenants:
(a) to file with the Trustee, within 15 days after the Guarantor
is required to file the same with the Commission, copies of the annual
reports and of the information, documents, and other reports (or copies
of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Guarantor may be
required to file with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act, or, if the Guarantor is not required to file
information, documents, or reports pursuant to either of such Sections
of the Exchange Act, then to file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by
the Commission, such of the supplementary and period information,
documents, and reports which may be required pursuant to Section 13 of
the Exchange Act, or, in respect of a security listed and registered on
a national securities exchange, as may be prescribed from time to time
in such rules and regulations;
(b) to file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the
Commission, such additional information, documents, and reports with
respect to compliance by the Guarantor with the conditions and covenants
provided for in the Indentures as may be required from time to time by
such rules and regulations;
(c) to transmit to the holders of the Securities in the manner
and to the extent required by Section 313(c) of the Trust Indenture Act,
within 30 days after the filing thereof with the Trustee, such summaries
of any information, documents and reports required to be filed by the
Guarantor pursuant to subsections (a) and (b) of this Letter of Consent
as may be required by rules and regulations prescribed from time to time
by the Commission; and
(d) furnish to the Trustee, on or before each August, commencing
in 1995, a brief certificate from the principal executive officer
principal financial officer or principal accounting officer of the
Guarantor as to his or her knowledge of the Guarantor's compliance with
all conditions and covenants under the Indentures. For purposes of this
subsection (d), such compliance shall be determined without regard to
any period of grace or requirement of notice provided under the
Indentures.
CHEVRON CORPORATION, as Guarantor
Dated:___________________, 1994 By:_______________________________
SCHEDULE 1
Defined Terms Used in the Assignment
"Assignment of Charter" means the assignment between the Issuer and the
Owner, as amended from time to time in accordance with the terms thereof,
pursuant to which the Owner assigns to the Issuer all of its right, title and
interest in, to and under the Initial Charter to secure its obligations under
the Loan Agreements.
"Assignment of Mortgage" means between the Issuer and the Collateral
Trustee, as amended from time to time in accordance with the terms thereof
pursuant to which the Issuer assigns to the Collateral Trustee all of its
right, title and interest in, to and under the Mortgage to secure its
obligations under the Indenture.
"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 corporation.
"Closing Date" means __________ __, 1994.
"Collateral Assignment of Charter" means the assignment between the
Issuer and the Collateral Trustee, as amended from time to time in accordance
with the terms thereof, pursuant to which the Issuer assigns to the Collateral
Trustee all of its right, title and interest in, to and under the Assignment
of Charter to secure its obligations under the Indentures.
"Collateral Assignment of Guarantee" means the assignment between the
Issuer and the Collateral Trustee, as amended from time to time in accordance
with the terms thereof, pursuant to which the Issuer assigns to the Collateral
Trustee all of its right, title and interest in, to and under the Assignment
of Guarantee to secure its obligations under the Indentures.
"Collateral Trustee" means Chemical Trust Company of California.
"Event of Default" means an Event of Default under Section 4.01 of the
Indentures.
"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 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 Issuer
or operation of the Vessels.
"Guarantee" means the guarantee of the obligations of the Initial
Charterer under the Initial Charter given by Chevron.
"Indentures" means the Indenture, dated as of __________ 1, 1994 between
the Issuer and the Collateral Trustee pursuant to which the Term Mortgage
Notes will be issued and the Indenture, dated as of __________ 1, 1994 between
the Collateral Trustee and the Issuer pursuant to which the Serial Mortgage
Notes will be issued.
"Initial Charter" means with respect to each Vessel, the Bareboat
Charter, dated _________, between the Initial Charterer and the Owner.
"Initial Charterer" means Chevron Transport Corporation, a Liberian
corporation.
"Issuer" means California Petroleum Transport Corporation, a corporation
organized under the laws of the State of Delaware.
"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.
"Mortgage" means, with respect to the Vessel, the first preferred ship
mortgages on the Vessel granted by the Owner to the Issuer, 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.
"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.
"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.
"Security Documents" means the Collateral Trust Agreement, Collateral
Assignment of Charter, the Collateral Assignment of Guarantee and the
Assignment of Mortgage, collectively.
"Serial Indenture" the Indenture, dated as of __________ 1, 1994 between
the Issuer and the Trustee pursuant to which the Issuer issues the Serial
Mortgage Notes.
"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 Issuer
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 Issuer under and pursuant to the Serial
Indenture, 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.
"Term Indenture" means the Indenture, dated as of __________ 1, 1994
between the Issuer and the Trustee pursuant to which the Issuer issues the
Term Mortgage.
"Term Mortgage Notes" means __% First Preferred Mortgage Notes Due 2014
in the initial aggregate amount of $117,900,000 issued by the Issuer
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 Issuer under and pursuant to the Term
Indenture, 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
Statement of this Assignment.