______________________________________________________________________________
______________________________________________________________________________
EXHIBIT 4.9
California Petroleum Transport Corporation
and
CalPetro Tankers (Bahamas I) Limited
___________________________________
ASSIGNMENT OF CHARTER
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 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 Initial Charter...................................... 3
ARTICLE IV
COVENANTS OF THE OWNER
Section 4.01 Consent of Initial Charterer............................. 4
Section 4.02 Enforcement of Initial Charter........................... 4
Section 4.03 Amendment of Initial Charter; Assignment of Initial
Charter.................................................. 4
Section 4.04 Performance of Obligations............................... 5
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 Charter, 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. 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 earnings and insurances of the Vessel.
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 Initial Charter, including
without limitation any moneys whatsoever payable to the Owner under the
Initial Charter, together with the income and proceeds thereof and all
other rights and benefits whatsoever accruing to the Owner under the
Initial Charter; 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 Initial Charter 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 Initial Charter, 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 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 Initial Charter 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 Initial Charter. The Initial Charter constitutes
the legal, valid and binding obligation of the Initial Charterer and of the
Owner as "Owners" 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 Initial Charterer. On the Closing Date,
the Owner shall deliver to the Initial Charterer a copy of this Assignment and
shall procure the execution by the Initial Charterer 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 Initial Charter. (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 Initial Charter 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 Initial
Charter 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 Initial Charter in connection with any default or alleged default by
the Initial Charterer 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 Initial Charter by the Owner.
Section 4.03 Amendment of Initial Charter; Assignment of Initial
Charter. (a) The Owner will not, except with the previous written consent of
the Lender, agree to any variation of the Initial Charter or release the
Initial Charterer from any of its obligations thereunder or waive any breach
of the Initial Charterer's obligations thereunder or consent to any such act
or omission of the Initial Charterer as would otherwise constitute such breach.
(b) The Owner will not, except with the previous written consent
of the Lender, assign the Initial Charter to any other Person.
Section 4.04 Performance of Obligations. The Owner will perform
its obligations under the Initial Charter and will use its best efforts to
cause the Initial Charterer to perform its obligations under the Initial
Charter.
Section 4.05 Notices. The Owner will send a copy of all notices
received or given by it under the Initial Charter 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 Initial Charter, 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 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 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 ACKNOWLEDGMENT
TO ASSIGNMENT OF CHARTER
__________ __, 1994
CALIFORNIA PETROLEUM TRANSPORT
CORPORATION, as Lender
CHEMICAL TRUST COMPANY OF CALIFORNIA,
as Collateral Trustee
Dear Sirs:
The undersigned hereby consents to and acknowledges receipt of (i)
a signed copy of the Assignment of Charter (the "Assignment"), dated as of
__________ 1, 1994, 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 Initial Charter (as defined in
the Assignment) and of all the right, title and interest of the Owner in, to
and under the Initial Charter and (ii) a signed copy of the Collateral
Assignment of Charter (the "Collateral Assignment"), dated as of ____________
1, 1994, between the Lender and Chemical Trust Company of California (the
"Collateral Trustee") as adequate notice of such further assignment to the
Collateral Trustee of the Initial Charter and all of the right, title and
interest of the Lender in, to and under the Initial Charter.
So long as the Assignment remains effective, we hereby agree that,
upon notification to us of the occurrence of an Event of Default under the
Term Loan Agreement or Serial Loan Agreement referred to in the Assignment, we
shall pay any and all sums which we are legally obligated to pay to the Owner
or otherwise as stated in and according to the Initial Charter directly to the
Collateral Trustee's 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 Initial Charter may be adjusted,
reduced or withheld only as expressly provided therein. 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 undersigned may have against the
Owner or any entity substituted for it other than under the Initial Charter
and all payments once made to you will be final, and once paid we will not,
for any reason whatsoever, seek to recover from you any such payment made
to the Collateral Trustee by virtue of the Assignment, the Collateral
Assignment or this Letter of Consent.
We confirm that the terms of the Initial Charter remain in full
force and effect and constitute the entire agreement between the parties
thereto with respect to the Vessel and that the Owner is not presently to our
knowledge in breach of the terms of the Initial Charter. We further confirm
that the terms of the Initial Charter have not been varied or modified and
that the terms of the Initial Charter will not after the date hereof be varied
or modified without the prior written consent of the Collateral Trustee.
We confirm that we have received no prior notice of any assignment
by the Owner of any interest in the Initial Charter.
The undersigned will not permit any amendment, modification,
cancellation or other alteration in the Initial Charter, 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 Initial
Charterer
By:__________________________________
Name:________________________________
Title:_______________________________
SCHEDULE 1
Defined Terms Used in the Assignment
"Assignment" or "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 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 corporation.
"Chevron Guarantee" means the guarantee of the obligations of the
Initial Charterer under the Initial Charter 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.
"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.
"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.
"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 Initial Charterer wherein the
Owner purchases the Vessel from the Initial Charterer.
"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 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 CHARTER
Dated as of __________ 1, 1994
___________________________________
______________________________________________________________________________
______________________________________________________________________________
TABLE OF CONTENTS
Page No.
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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 Litigatiton 3
Section 3.06 No Prior Assignment 3
Section 3.07 The Assignment of Charter 4
ARTICLE IV
COVENANTS OF THE ISSUER
Section 4.01 Consent of Initial Charterer and Owner 4
Section 4.02 Enforcement of Assignment of Charter 4
Section 4.03 Amendment or Assignment of Charter; Collateral Assignment
of Charter 4
Section 4.04 Performance of Obligations 5
Section 4.05 Notices 5
Section 4.06 Further Assurances 5
Section 4.07 Collateral TGrustee 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 Inerpretive Principles 7
Section 5.13 Effective Date of Transaction 7
Collateral Assignment of Charter, 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 issuance 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 the Collateral Trustee a security interest
in, inter alia, all of the Issuer's right, title and interest in and to the
Initial Charter and the Assignment of Charter.
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 Initial
Charter and the Assignment of Charter, including without limitation any moneys
whatsoever payable to the Issuer under the Initial Charter and the Assignment
of Charter, together with the income and proceeds thereof and all other rights
and benefits whatsoever accruing to the Issuer under the Initial Charter and
the Assignment of Charter; 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 Initial
Charter, Assignment of Charter 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 Charter, 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 Initial Charter and the Assignment
of Charter 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 Charter. The Assignment of Charter
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 Initial Charterer and Owner. On the
Closing Date, the Issuer shall deliver to the Initial Charterer and the Owner
a copy of this Assignment and shall procure the execution by the Initial
Charterer 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 Charter. (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 Initial Charter, the
Assignment of Charter 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
Initial Charter and the Assignment of Charter 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 Charter in connection with any default or alleged
default by the Initial Charterer or Owner thereunder or under the Initial
Charter (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 Charter by the Issuer.
Section 4.03 Amendment of Assignment of Charter; Collateral
Assignment of Charter. (a) The Issuer will not, except with the previous
written consent of the Collateral Trustee, agree to any variation of the
Initial Charter or the Assignment of Charter or release the Owner or the
Initial Charterer from any of its obligations thereunder or waive any breach
of the Owner's obligations thereunder or under the Initial Charter or consent
to any such act or omission of the Owner or the Initial Charterer as would
otherwise constitute such breach.
(b) The Issuer will not, except with the previous written consent
of the Collateral Trustee, assign the Initial Charter or the Assignment of
Charter to any other Person.
Section 4.04 Performance of Obligations. The Issuer will perform
its obligations under the Assignment of Charter and use its best endeavors to
procure that the Owner shall perform its obligations under the Assignment of
Charter.
Section 4.05 Notices. The Issuer will send a copy of all notices
received or given by it under the Assignment of Charter 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 Initial Charter or the Assignment of Charter, 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 Issuer, 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 Collateral Trustee, at the
following address: ___________________________, 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 ACKNOWLEDGMENT
TO COLLATERAL ASSIGNMENT OF CHARTER
__________ __, 1994
CALIFORNIA PETROLEUM TRANSPORT
CORPORATION, as Lender
CHEMICAL TRUST COMPANY OF CALIFORNIA,
as Collateral Trustee
Dear Sirs:
The undersigned hereby consents to and acknowledges receipt of (i)
a signed copy of the Assignment of Charter (the "Assignment"), dated as of
__________ 1, 1994, between CalPetro Tankers (Bahamas I) Limited (the "Owner")
and yourselves as adequate notice of such assignment to California Petroleum
Transport Corporation (the "Lender") of the Initial Charter (as defined in the
Assignment) and of all the right, title and interest of the Owner in, to and
under the Initial Charter and (ii) a signed copy of the Collateral Assignment
of Charter (the "Collateral Assignment"), dated as of ______________, 1994,
between the Lender and Chemical Trust Company of California (the "Collateral
Trustee") as adequate notice of such further assignment to the Collateral
Trustee of the Initial Charter and all of the right, title and interest of the
Lender in, to and under the Initial Charter.
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 Loan Agreement or Serial Loan Agreement referred to in the
Assignment, we shall pay any and all sums which we are legally obligated to
pay to the Owner or otherwise as stated in and according to the Initial
Charter directly to the Collateral Trustee's 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 Initial Charter may be adjusted,
reduced or withheld only as expressly provided therein. 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 undersigned may have against the
Owner or any entity substituted for it other than under the Initial Charter
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 the Collateral
Trustee by virtue of the Assignment, the Collateral Assignment or this Letter
of Consent.
We confirm that the terms of the Initial Charter remain in full
force and effect and constitute the entire agreement between the parties
thereto with respect to the Vessel and that the Owner is not presently in
breach of the terms of the Initial Charter. We further confirm that the terms
of the Initial Charter have not been varied or modified and that the terms of
the Initial Charter will not after the date hereof be varied or modified
without the prior written consent of the Collateral Trustee.
We confirm that we have received no prior notice of any assignment
by the Owner of any interest in the Initial Charter.
The undersigned will not permit any amendment, modification,
cancellation or other alteration in the Initial Charter, 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 Initial
Charterer
By: _________________________
Name: _________________________
Title:_________________________
Exhibit A-2
LETTER OF ACKNOWLEDGMENT
TO COLLATERAL ASSIGNMENT OF CHARTER
__________ __, 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 Charter (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 Charter (as defined in the Assignment) and of all the right,
title and interest of the Issuer in, to and under the Assignment of Charter.
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 Charter 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 Charter 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 Charter 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 Assignment of Charter remain in
full force and effect and constitute the entire agreement between the parties
thereto with respect to the Vessel and that the Issuer is not presently in
breach of the terms of the Assignment of Charter. We further confirm that the
terms of the Assignment of Charter have not been varied or modified and that
the terms of the Assignment of Charter 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 Charter.
The undersigned will not permit any amendment, modification,
cancellation or other alteration in the Assignment of Charter, nor will it
consent to or accept the substitution thereunder of any party for the Issuer
without your prior written consent.
CALPETRO TANKERS (BAHAMAS I) LIMITED, as Owner
By: _________________________
Name: _________________________
Title:_________________________
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 Guarantee" means the assignment between the Owner and the
Issuer, 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 Chevron Guarantee to secure its obligations
under the Loan Agreements.
"Assignment of Mortgage" means the assignment of the Mortgage between
the Issuer and the Owner, 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 with
respect to secure its obligations under the Indentures.
"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.
"Chevron Guarantee" means the guarantee of the obligations of the
Initial Charterer under the Initial Charter given by Chevron.
"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.
"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, the
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 Owner and the Issuer 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 Term Indenture, dated as of __________ 1,
1994 between the Trustee and the Issuer pursuant to which the Issuer issues
the Term Mortgage Notes.
"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.