GOLDEN STATE PETRO (IOM I-B) PLC
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CHEVRON TRANSPORT CORPORATION
BAREBOAT CHARTER
BAREBOAT CHARTER
THIS BAREBOAT CHARTER (hereinafter called the "Charter") made as of the
24th day of December, 1996 BY and BETWEEN Golden State Petro (IOM I-B) PLC
(hereinafter called "Owner") organized under the laws of the Isle of Man and
Chevron Transport Corporation (hereinafter called "Charterer"), organized under
the laws of the Republic of Liberia.
WITNESSETH AND IT IS HEREBY AGREED as follows:
1. VESSEL TO BE CHARTERED.
(a) The Owner hereby lets and demises and the Charterer hereby hires
the very large crude carrier having hull number 1129 (hereinafter called the
"Vessel") to be built at the yard of Samsung Corporation and Samsung Heavy
Industries Co., Ltd. (collectively, "Builder") together with all her engines,
boilers, machinery, masts, anchors, cables, rigging, tackle, apparel, furniture,
electronics, small boats, and all her other appurtenances, whether aboard or
removed from the Vessel, together with any and all additions, improvements
and/or replacements which may hereafter be made to, on or in the Vessel.
(b) The Vessel shall be constructed in accordance with the Building
Contract (hereafter called "the Building Contract") as annexed to this Charter,
made between the Builder and the Owner and in accordance with the specifications
and plans annexed thereto.
(c) No change shall be made in the Building Contract or in the
specifications or plans of the Vessel without the Charterer's consent.
2. PERIOD OF CHARTER
(a) This Charter shall be for a period of eighteen (18) years from the
Delivery Date (the "Charter Period") and shall comprise an initial fixed period
(the "Fixed Period") of eight (8) years and five subsequent optional periods
(each, an "Optional Period") of two (2) years each. The Charterer shall have the
option of terminating this Charter on an Optional Termination Date upon the
expiration of the Fixed Period or any of the Optional Periods (I) if the
Optional Termination Date is the first Optional Termination Date, at the end of
the Fixed Period upon provision to the Owner of (i) non-binding notice of its
intent to exercise such option, determined on a good faith basis, at least 12
months prior to such Optional Termination Date and (ii) irrevocable notice of
such exercise nine (9) months prior to such Optional Termination Date or (II) if
the Optional Termination Date is any subsequent Optional Termination Date, at
the end of the related Optional Period, such notification shall be made by the
Charterer to the Owner at (i) nine (9) months and (ii) six (6) months,
respectively.
(b) Should the Vessel be upon a voyage otherwise than under requisition
for hire at the time when the charter of the Vessel would (but for the
provisions of this clause) have
terminated, the Charter Period shall be extended for such additional time as may
be necessary for the completion of such voyage. The Charter Period shall also be
extended for such additional time as may be necessary to bring the Vessel to a
port of redelivery as hereinafter provided in Clause 8 hereof. During any such
extension, hire shall be paid pro rata on a daily basis (assuming a 365-day
year) at the rate in force before the commencement of such extension.
3. TIME AND PLACE OF DELIVERY
(a) The Owner shall give and the Charterer shall take delivery of the
Vessel concurrently with delivery of the Vessel by the Builder to the Owner when
the Vessel is ready for delivery by Builder after trials and the Owner, Builder
and Chevron Shipping Company, as agent for the Charterer (the "Agent") have
executed the Protocol of Delivery and Acceptance in substantially the form of
Exhibit B to the Shipbuilding Contract.
(b) The Charterer warrants that upon delivery of the Vessel to the
Charterer the Vessel shall be in the Charterer's custody and under its control.
(c) If for any reason other than a default by the Owner under the
Building Contract, the Builder becomes entitled under the Building Contract not
to deliver the Vessel to the Owner, the Owner shall upon giving to the Charterer
written notice of Builder becoming so entitled, be excused from giving delivery
of the Vessel to the Charterer and upon receipt of such notice by the Charterer
this Charter shall cease to have effect.
(d) If for any reason the Owner becomes entitled under the Building
Contract to reject the Vessel, the Owner shall, before exercising such right of
rejection, give written notice thereof to the Charterer and consult the
Charterer and thereupon:
(i) If the Charterer does not wish to take delivery of the
Vessel, it shall inform the Owner within seven (7) days of notice from
the Owner by notice in writing and upon receipt by the Owner of such
notice this Charter shall cease to have effect; or
(ii) If the Charterer wishes to take delivery of the Vessel,
it may by notice in writing within seven (7) days of notice from the
Owner require the Owner to negotiate with the Builder as to the terms
on which delivery should be taken and during such period refrain from
exercising the Owner's right of rejection and upon receipt of such
notice the Owner shall commence such negotiations; provided however,
the Owner shall not be required to accept delivery of the Vessel from
the Builder unless the terms of such delivery are acceptable to it in
its sole discretion.
(e) In no circumstances shall the Charterer be entitled to reject the
Vessel unless the Owner is able to reject the Vessel from the Builder. If this
Charter terminates under sub-clause (c) or (d) of this Clause, the Owner shall
thereafter not be liable to the Charterer for any claim under or arising out of
this Charter or its termination.
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(f) THE OWNER MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE OF ANY
KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE TITLE,
SEAWORTHINESS, CONDITION, VALUE, EQUIPMENT DESIGN, OPERATION, MERCHANTABILITY OR
FITNESS FOR USE OF THE VESSEL FOR ANY PARTICULAR PURPOSE OR AS TO THE
ELIGIBILITY OF THE VESSEL FOR ANY PARTICULAR TRADE OR ANY OTHER REPRESENTATION,
WARRANTY OR GUARANTEE WITH RESPECT TO THE VESSEL AND NONE SHALL BE IMPLIED FROM
THIS CHARTER; PROVIDED, HOWEVER, THAT THE OWNER WARRANTS THAT THE OWNER HAS AND
SHALL RETAIN WHATEVER TITLE TO THE VESSEL SUBJECT ONLY TO THE MORTGAGE, THIS
CHARTER AND LIENS AND ENCUMBRANCES WHICH THE OWNER IS OBLIGATED TO DISCHARGE OR
SATISFY. THE CHARTERER HEREBY WAIVES AS AGAINST THE OWNER AND THE VESSEL, ALL
REMEDIES, WARRANTIES NOT EXPRESSED IN THIS SUBCLAUSE (F) OF CLAUSE 3 OR
LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE
OWNER'S TITLE THERETO OR THE PHYSICAL CONDITION OF THE VESSEL AT THE TIME OF
DELIVERY TO THE CHARTERER INCLUDING, BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) ANY IMPLIED
WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF
TRADE, (II) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOUNDED IN STRICT
LIABILITY IN TORT AND (IV) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR
LOSS OR DAMAGE TO THE VESSEL. THE ACCEPTANCE BY THE CHARTERER OF THE VESSEL
UNDER THIS CHARTER SHALL CONSTITUTE CONCLUSIVE PROOF, AS BETWEEN THE OWNER AND
THE CHARTERER, THAT THE VESSEL IS SEAWORTHY, AND OTHERWISE IN THE CONDITION
REQUIRED BY THIS CHARTER, IN GOOD WORKING ORDER AND REPAIR AND WITHOUT DEFECT OR
INHERENT DEFECT IN TITLE, SEAWORTHINESS, CONDITION, DESIGN, OPERATION OR FITNESS
FOR USE, WHETHER OR NOT DISCOVERABLE BY THE CHARTERER AS OF THE DATE OF SUCH
TENDER, AND GENERALLY IN ALL RESPECTS SATISFACTORY TO THE CHARTERER.
4. CHARTERER'S RIGHT IN RESPECT OF THE VESSEL
(a) The Owner hereby assigns to the Charterer, for the duration of the
Charter Period, except during periods when an Event of Default shall have
occurred and be continuing and except in respect of a Total Loss (unless the
Charterer shall have made all payments required by Clause 12 hereof in respect
of a Total Loss) without representation, warranty or covenant of any kind,
effective upon delivery of the Vessel to the Charterer, the right to enforce and
exercise all rights of warranty, guaranty and indemnity which the Owner may have
in respect of the Vessel or otherwise directly against the Builder or any
manufacturer of any part of the Vessel. The Charterer shall be entitled to take
such action in the name of the Owner against the Builder or any manufacturer of
any part of the Vessel in relation to the terms of purchase of, the condition of
or any patent infringement or alleged patent infringement in relation to the
Vessel or any part thereof as the Charterer sees fit but subject to the Owner
being
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indemnified and secured to its satisfaction by the Charterer against all losses,
costs, damages and expenses thereby incurred or to be incurred. If as a result
of any such action any moneys are received from the Builder or any such other
manufacturer of the Vessel as aforesaid the same shall be received by the
Charterer. The Charterer shall use diligence to assert and enforce all such
rights which have a material effect upon the value of the Vessel.
(b) Specifically with respect to the warranties set forth in the
Building Contract (the "Builder Guarantees"), the Owner hereby assigns to the
Charterer for the Fixed Period and each exercised Optional Period the benefit of
and rights to administer the Builder Guarantees with respect to materials and
workmanship set forth in the Building Contract together with all other
manufacturer, supplier and subcontractor guarantees furnished with respect to
the Vessel. The Owner shall be entitled to receive from Builder the Liquidated
Damages Rebate related to the Vessel's failure to satisfy the Building Contract
deadweight, speed and/or fuel consumption specifications. Notwithstanding the
foregoing, the Charterer shall be entitled to receive from the Owner an amount
(the "Charterer Rebate Amount") equal to the Liquidated Damages Rebate times a
fraction equal to 8/18 on the date such Liquidated Damages Rebate is received
from Builder. The remainder of the Charterer Rebate Amount (the "Initial
Deposit") shall be deposited by the Owner into a separate escrow account (the
"Escrow Account") and invested until the last day of the Fixed Period and shall
be disbursed as follows: on the first day of any Optional Period, the Charterer
shall be entitled to receive an amount equal to the Escrow Account Balance times
a fraction the numerator of which is the number of years of the related Optional
Period and the denominator of which is the number of years remaining on the
Charter if no termination options were exercised. (I.E., 2/10th, 2/8ths, 2/6ths,
2/4ths, 1). Any balance shall remain in the Escrow Account and shall be invested
to the end of the related Optional Period.
The Escrow Account shall be established with a financial institution
and subject to an escrow agreement acceptable to both the Charterer and the
Owner.
5. USE AND TRADE OF VESSEL
(a) The Charterer shall have full use of the Vessel and may employ the
Vessel worldwide (within British Institute Warranty Limits) in the carriage of
suitable lawful merchandise. In no event shall the Charterer carry on board the
Vessel nuclear fuels or radioactive products; provided, however, with the prior
written consent of the Owner, the Charterer may carry on board the Vessel
radioisotopes used or intended to be used for any industrial, agricultural,
medical or scientific purposes.
(b) The Charterer undertakes not to employ the Vessel or suffer the
Vessel to be employed otherwise than in conformity with the terms of the
instruments of insurance (including any warranties expressed or implied therein)
without first obtaining the consent to such employment from its insurers,
protection and indemnity clubs and underwriters and complying with such
requirements as to extra premium or otherwise as the insurers may prescribe.
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(c) The Charterer also undertakes not to employ the Vessel or suffer
her employment in any trade or business which is forbidden by the law of any
country to which the Vessel may sail or is otherwise illicit or in carrying
illicit or prohibited goods.
(d) As to those trades in which the Vessel is employed, the Charterer
shall comply with any and all requirements regarding financial responsibility or
security in respect of oil or other pollution damage as required by any
government, any state or other political subdivision thereof, or 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 the Charterer, as the case may be, or ownership, use
and operation of the Vessel (whether or not such requirement has been lawfully
imposed or not) to enable the Vessel, without penalty or charges, lawfully to
enter, remain at, or leave any port, place, territorial or contiguous waters of
any country, state or municipality in performance of this Charter without delay.
The Charterer shall make and maintain all arrangements for security bond or
otherwise as may be necessary to satisfy such requirements at the Charterer's
sole liability and expense and the Charterer shall indemnify the Owner against
any and all losses, damages, claims, expenses or liabilities incurred by reason
of the Charterer's failure to comply with this Clause 5(d).
(e) The Charterer shall enter and maintain the Vessel under the TOVALOP
Scheme or under any similar scheme during the Charter Period.
6. DOCUMENTATION AND HOUSE FLAG
(a) The Charterer agrees that it shall, throughout the Charter Period,
maintain the documentation of the Vessel under the laws of the Registration
Jurisdiction at the Charterer's cost and expense. The Owner agrees to do such
things whatsoever and execute and deliver all such documents whatsoever to
enable the Charterer to maintain such documentation. The Charterer will not
change the registry or port of documentation of the Vessel without the prior
written consent of the Owner which consent shall not be unreasonably withheld,
or do or suffer or permit to be done anything which will injuriously affect the
documentation of the Vessel as a vessel documented under the laws and
regulations of the Registration Jurisdiction. If the Charterer changes the
registry or port of documentation of the Vessel, the Charterer shall, at time of
redelivery, if the Owner so requests and at the Charterer's expense, change the
registry and port of documentation back to that of the Registration
Jurisdiction.
(b) The Charterer shall have the right to name the Vessel, to paint the
Vessel in the Charterer's own colors, install and display its funnel insignia
and fly its own house flag.
7. MAINTENANCE AND OPERATION
(a) Except as provided in Clause 20, the Vessel shall during the
Charter Period be in the full possession and at the absolute disposal for all
purposes of the Charterer and under its complete control in every respect. The
Charterer hereby covenants and agrees with the Owner that during the Charter
Period (and subject to the provisions of Clause 13):
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(i) The Charterer will at its expense maintain the
Vessel, her machinery, cargo handling equipment,
boilers, appurtenances and spare parts in a good
state of repair and in efficient operating condition
in accordance with good commercial maintenance
practice commensurate with other vessels in
Charterer's fleet of similar size and trade, ordinary
wear and tear excepted; and
(ii) The Charterer will at its expense keep the Vessel
with unexpired classification in accordance with the
highest classification of the American Bureau of
Shipping (or such other classification society as
shall previously have been approved in writing by the
Owner) and other required certificates in force and
shall make any improvement or structural changes or
acquire any new equipment necessary to comply with
the requirements of such classification; and
(iii) The Charterer shall be at liberty to fit any
additional equipment required for the services of the
Charterer, beyond that on board at the commencement
of this Charter, such work to be done at the
Charterer's expense and on its time, and such
equipment may be removed by the Charterer at its cost
and on its time at any time (provided, however, that
such removal does not adversely affect the class or
seaworthiness of the Vessel) prior to the expiration
or any other termination of the Charter. The Vessel
is to be redelivered to the Owner in the same
condition and class as that in which she is delivered
by the Owner, ordinary wear and tear excepted and any
additional equipment that cannot be or is not so
removed shall become the property of the Owner; and
(iv) The Charterer shall not permit the Vessel to proceed
to any port which is then subject to a prohibition by
the government of the Registration Jurisdiction or
the national government of the port in question; and
(v) In the event of any hostilities in any part of the
world (whether war be declared or not) the Charterer
will not employ the Vessel nor suggest her employment
in carrying any goods which are declared contraband
nor suffer her to enter or trade to any zone which is
declared a War Zone by the War Risks Insurers unless
the Charterer has made arrangement with the said
insurers for the payment of such additional premiums
as said insurers may require to maintain the relevant
insurances in force or in any zone in respect of
which the War Risks Insurers have withdrawn cover for
the Vessel; and
(vi) The Charterer will not use the Vessel in any manner
or for any purpose excepted from any insurance policy
or policies taken out in compliance with Clause 11
hereof or for the purpose of carriage of goods of any
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description excepted from the said insurance policy
or policies and shall not do or permit to be done
anything which could reasonably be expected to
invalidate any of the said insurance policy or
policies; and
(vii) The Charterer will not use the Vessel in any manner
or for any purpose or trade or permit or suffer to be
done any act which will prejudice the Owner's
ownership of the Vessel or any part thereof.
(b) During the Charter Period (subject to the provisions of Clause 13),
the Charterer shall at its own expense or by its own procurement man, victual,
navigate, operate, supply, fuel and repair the Vessel whenever required and
shall, as between itself and the Owner, be responsible for all charges and
expenses of every kind and nature whatsoever incidental to the Charterer's use
and operation of the Vessel under this Charter, including any foreign, general,
municipal, value added or other taxes except that the Charterer shall not be
responsible for Owner Taxes. During the Charter Period, the master, officers and
crew of the Vessel shall be engaged and employed by the Charterer and shall
remain the Charterer's servants, navigating, managing and working the Vessel on
behalf of and at the risk of the Charterer.
(c) As between the Charterer and the Owner, the Charterer shall also be
responsible for any charges and expenses incidental to the use and operation of
the Vessel while under requisition for hire, during the Charter Period. The
foregoing provision of this sub-clause shall be without prejudice to the rights
of the Owner and the Charterer against other parties in respect of any such
charges or expenses. The Charterer shall, subject to the prior written approval
of the Owner (such approval not to be unreasonably withheld), be entitled to
take action in the name of the Owner against other parties in respect of such
charges or expenses. If as a result of any such action any moneys are received
the same shall be recovered by the Charterer.
(d) The Charterer shall make no changes in the structure of the Vessel
nor major changes in her machinery, appurtenances, spare parts or boilers
without in each instance first securing the written approval of the Owner, which
approval shall not be unreasonably withheld; provided that if any such changes
are required to meet classification society requirements, applicable regulations
and/or any relevant laws the Owner shall not withhold such approval and the
Charterer shall not be obliged to reinstate the Vessel to its condition prior to
the making of such changes.
(e) The Charterer shall drydock the Vessel and clean and paint her
underwater parts in accordance with good commercial practice, but not less than
as may be required by the American Bureau of Shipping or such other
classification society as provided in Clause 7(a)(ii) to maintain the Vessel's
highest classification. The Charterer shall give the Owner not less than seven
(7) days prior notice of the Charterer's intention to drydock the Vessel, such
notice to specify the intended time and place of drydocking.
(f) The Owner (or such persons as it shall appoint or authorize) shall
have the right at any time on reasonable notice, and in a manner which shall not
interfere with the Vessel's
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trading requirements to inspect or survey the Vessel in order to ascertain the
condition of the Vessel and to satisfy itself that the Vessel is being properly
repaired and maintained in accordance with the provisions of this Charter.
Inspection or survey in drydock shall be made only when the Vessel is in drydock
under the provisions of sub-clause (e) of this Clause. However, the Owner shall
have the right to require the Vessel to be drydocked for inspection, if the
Charterer is not docking her at the required classification intervals. The costs
incurred in respect of such drydocking and any inspection or survey made under
this sub-clause shall be paid by the Charterer to the Owner only if repairs are
found to be required. Otherwise, the costs of drydocking and any inspection or
survey shall be paid by the Owner. All repairs as shall be shown to be required
by any inspection or survey shall be made at the Charterer's expense and shall
be completed within a reasonable period of time or such other period as is
specified by the relevant classification society referred to in Clause 7(a)(ii).
Time taken in respect of inspection, survey or repairs shall form part of the
Charter Period. The Charterer shall whenever requested, on reasonable notice,
permit the Owner to inspect the Vessel's log books and furnish the Owner
promptly with full information regarding any casualties or other damage to the
Vessel.
(g) The Owner shall not be liable for any expense in repairing or
maintaining the Vessel or be liable to supply a vessel or any part in lieu
thereof if the Vessel or any part thereof is lost, damaged, rendered unfit for
use, confiscated, seized, requisitioned, restrained or appropriated and the
Charter Hire and any Additional Charter Hire payable in respect of the Vessel
shall continue to be payable notwithstanding loss or damage (not amounting to a
Total Loss) to the Vessel or any part thereof (and notwithstanding that the
Vessel or any part thereof is rendered unfit for use or is requisitioned for
hire). In the event of a Total Loss the provisions of Clause 12 shall apply.
(h) The Charterer shall not have or be deemed to have any authority to
pledge the Owner's credit for any purpose, including any maintenance overhauls,
replacements, repairs and modification of the Vessel.
8. REDELIVERY AND STATUS
(a) Unless the Vessel suffers a Total Loss, the Charterer shall at the
end of the Charter Period redeliver the Vessel to the Owner at a safe and
ice-free port or a place selected by the Charterer within the Vessel's trading
limits (within 10 steaming days from a recognized loading area) or at such other
safe port as shall be agreed between the parties but the Charterer shall not be
deemed to warrant the safety of such port once redelivery has occurred. The
Vessel shall be redelivered to the Owner free and clear of all mortgages, liens,
claims, charges and encumbrances which the Charterer is obligated to discharge
or satisfy and in the same or as good structure, state and condition as those in
which she was delivered, ordinary wear and tear not affecting class excepted.
The time of redelivery shall be the time when the Vessel is tendered for
redelivery in class without outstanding requirements or recommendations to
enable the Vessel to proceed without delay and free of cargo (other than slops).
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(b) At or about the same time of redelivery a survey shall, if the
Owner so requires, be made to determine the condition and fitness of the Vessel,
her machinery and equipment. In that event, the Charterer and the Owner shall
each appoint surveyors to be present at such survey and the surveyors present
shall determine and state the repairs or work necessary to place the Vessel at
the date of redelivery in the structure, state and condition required by
sub-clause (a) of this Clause. In the event that the Vessel has been dry-docked
within 30 days prior to redelivery and the Charterer certifies in writing to the
Owner that, to the best of the Charterer's knowledge, the Vessel has had no
bottom touching since such dry-docking, such survey may be conducted while the
Vessel is afloat. The Owner may require a diver's survey of the Vessel. The
Charterer shall bear all expense of any such survey only if repairs are found to
be required. Otherwise, the cost of a diver's survey shall be paid by the Owner.
The Charterer shall at its expense make all such repairs and do all such work so
found to be necessary before redelivery or at the Owner's option shall discharge
the Charterer's obligations hereunder by payment to the Owner of a sum
sufficient to provide, at the prices current at the time of redelivery, for the
work and repairs necessary to place the Vessel in such structure, state and
condition. The Charter Period shall be extended until the completion of any such
repairs and work found to be necessary or the payment of the amounts described
in this Clause 8(b).
(c) The provisions of this Clause shall be subject to the provisions of
sub-clause (b) of Clause 13 hereof where the Vessel is under requisition for
hire at or until the end of the Charter Period.
(d) An inventory of consumable stores on board the Vessel shall be made
by the Charterer in conjunction with the Owner on redelivery of the Vessel. The
Owner shall take over and pay for all bunkers, lubricating oil, water and
unbroached provisions, paints, oils, ropes and other consumable stores remaining
in the Vessel on redelivery at the market prices current at the port of
redelivery.
(e) The Vessel upon redelivery shall have her survey cycles up to date
and class certificates valid for at least six (6) calendar months.
Notwithstanding the provisions of this Clause 8, the Charterer shall ensure that
the Vessel shall have been dry-docked within 30 months prior to redelivery.
9. USE OF VESSEL AND PAYMENT OF HIRE
(a) The Charterer shall have the use of all equipment (which expression
includes cabin, crew and galley equipment, navigational aids and technical
equipment, furnishings, furniture and fittings and spare and replacement parts)
that is the property of the Owner on board at the time of Delivery of the
Vessel; and the same, or their substantial equivalent, shall be returned to the
Owner on redelivery in good order and condition, ordinary wear and tear alone
excepted. The Charterer shall from time to time during the Charter Period
replace at its expense such items of equipment as shall be so damaged or worn as
to be unfit for use. Such replacement equipment shall become part of the Vessel
and title to such replaced equipment shall vest in and the same shall belong to
the Owner.
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(b) Any hired equipment placed on the Vessel by the Charterer may be
removed by the Charterer prior to the expiration of the Charter Period. If so
requested by the Owner, the Charterer shall assist in transfer of equipment hire
agreements to the Owner or its nominee, but the Charterer shall not be required
to guarantee or assume any other liability with respect to a transferee's
performance under said hire agreements.
(c) During the Charter Period, the Charterer shall pay, without offset
or deduction, whether or not Vessel is under arrest, the sum of Charter Hire for
the use and hire of the Vessel at the times and in the amounts indicated on
Schedule 1 attached hereto and made a part hereof and any Additional Charter
Hire payable pursuant to subclause 9(g). Charter Hire shall be offset and
reduced by the amount of the Charter Hire Reduction, if any. The obligation to
pay Additional Charter Hire shall become effective on the next succeeding
Payment Date. Unless otherwise notified by the Owner, all payments of Charter
Hire and Additional Charter Hire and other amounts payable by the Charterer to
the Owner hereunder shall be made to an account nominated by the Owner at Chase
Manhattan Bank NYC, ABA #000000000, A/C #920-1- 073195, credit U.S. Trust Co NY,
further credit to A/C #04692300, Golden State Petroleum Transp. Corp. Rev.,
Attention: Xxxxx Xxxxxxx (or to such other account as the Owner may from time to
time nominate) and shall be made by wire transfer of immediately available
funds.
(d) If, on or before a date on which the Charterer is obligated under
subclause 2(a) above to give the Owner irrevocable notice of its intent to
exercise an option to terminate the Charter (a "Termination Notice Date"), and
if (i) the Charter Hire during the next succeeding Optional Period is above the
then current bareboat market level and (ii) the Charterer desires to have a
vessel on bareboat charter for a term equal to the applicable Optional Period
and of a size, age, condition, and performance characteristics similar or
equivalent to those of the Vessel, then the Charterer shall so notify the Owner
in writing no later than the Termination Notice Date. Then, from the Termination
Notice Date until the commencement of the next succeeding Optional Period (a
"Start Date"), the Charterer and Owner shall work together in good faith to
agree on a mutually acceptable charterhire rate for the applicable Optional
Period as follows:
Within 30 days after such Termination Notice Date, the Charterer shall
request the London Tanker Broker's Panel (the "Panel") in writing to determine
the then current bareboat market charterhire rate for the Vessel. The Charterer
shall provide the Owner with a copy of such request to the Panel. The Panel
shall provide such determination to the Charterer and the Owner in writing
within 30 days of such request by the Charterer, including the Panel's method
and rationale for arriving at the then current market charterhire rate.
Notwithstanding such determination by the Panel, the Charterer and the
Owner may attempt to negotiate in good faith a mutually agreeable charterhire
rate during the time remaining up to the applicable Start Date.
If, pursuant to this subclause 9(d), the Charterer and Owner are unable
to mutually agree to the Panel's charterhire rate determination or to negotiate
in good faith any other mutually
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agreeable charterhire rate prior to the applicable Start Date, and the Charterer
and the Owner do not agree to continue these efforts beyond the applicable Start
Date, then both parties shall be relieved of all further obligations to continue
the Charter.
With respect to the first period after the Start Date for the Vessel,
the Owner and the Charterer agree that the minimum charter hire for the Vessel
shall be $19,950 per day.
(e) Time of payment shall be of the essence. If a date of payment is a
date upon which the Owner's nominated bank is not open for business, payment
shall be made on the first preceding Business Day. Payment of sums due under the
provisions of this Charter shall be made (by close of business New York Federal
Reserve Bank) by wire transfer to the Owner's nominated bank and receipt of such
wire transfer by such bank by 10:00 a.m. New York time on the due date for
payment (in accordance with all the provisions of this Charter) shall constitute
timely payment by the payor of the amount authorized by such cable or telex to
be paid even though the payee's account be not credited until after such due
date and the payor shall not be liable for any delays or errors committed by
such bank in processing payment instructions transmitted properly on behalf of
the Charterer.
(f) If any payment of Charter Hire or Additional Charter Hire hereunder
shall not be paid when due the Owner shall be entitled in addition to call for
interest thereon at the rate of interest per annum equal to the Default Rate
from and including the due date to the date of actual payment (after as well as
before judgment) parts of a day being treated as complete days and the Charterer
shall thereupon forthwith pay the same to the Owner.
(g) The parties hereto agree that the Additional Charter Hire payable
with respect to the Net Extras (as defined in Schedule 1 hereto) shall commence
on the next succeeding Payment Date. On or prior to the next succeeding Payment
Date, the Charterer shall execute and deliver a Charter Supplement substantially
in the form of Exhibit B hereto as to the Additional Charter Hire. The Charterer
understands and agrees that the Additional Charter Hire pursuant to a Charter
Supplement shall be in an amount sufficient to pay sinking fund redemption
payments, principal and interest payments payable by the Owner as to any
Additional Notes issued pursuant to the related Supplemental Indenture. The
amount of Additional Notes issued pursuant to the related Supplemental Indenture
shall be in an amount equal to the sum of (i) the costs and expenses incurred by
the Owner with respect to the issuance of the related series of Additional Notes
and (ii) the amount necessary to fund the Extras.
10. MORTGAGE
(a) The Charterer agrees that the financing of the Vessel will be
secured by the Charter on the Vessel and assignments of the Owner's right, title
and interest under, in and to this Charter. The Charterer shall execute and
deliver all such documents, opinions, reports, and agreements listed on Exhibit
A attached hereto.
- 12 -
(b) The Charterer agrees that this Charter and any other charters
permitted under Clause 20(a) hereof shall always be subordinated in all respects
to the Mortgage.
(c) The Owner agrees that the Mortgage and any other mortgage
hereinafter placed on the Vessel by the Owner will contain a provision to the
effect that throughout the Charter Period, so long as no Event of Default shall
have occurred and be continuing and so long as the Charterer shall have
performed its obligations hereunder, the Charterer shall be entitled to quiet
enjoyment of the Vessel.
11. INSURANCE
(a) INSURANCE OBLIGATIONS The Charterer shall, at its own expense,
provide and maintain the following insurance and shall ensure that the value of
the Vessel as stated in any valued policy is equal to the amount insured
thereunder:
(i) hull and machinery insurance for an amount not less than the
Stipulated Loss Value of the Vessel as per American Institute
Hull Clauses (June 2, 1977) and the American Hull Insurance
Syndicate's Liner Negligence clause (June 2, 1977). Such
insurance shall include navigation limits adequate for the
vessel's trade and exclude collision liability.
(ii) protection & indemnity insurance on a full entry basis with an
International Group P&I Club. Such insurance shall include,
but not be limited to, coverage for injuries to or death of
masters, mates and crew; full (4/4ths) collision liabilities
and pollution liabilities imposed by federal and state laws as
well as TOVALOP liabilities (if applicable). Such insurance
shall be unlimited as per International Group P&I Club rules
and pollution liabilities shall be limited to $700 million or
the maximum pollution limit offered by and through the P&I
Clubs of the International Group.
(iii) Hull War Risk Insurance for an amount not less than the
Stipulated Loss Value of the Vessel as per American Institute
Hull War Risks and Strikes Clauses December 1, 1977 and the
American Hull Insurance Syndicate's Xxxxxxxx Xxxxx 0, 0000
(Xxx Xxxxx). Such insurance shall apply to all areas where the
Vessel trades.
(b) LOSS PAYABLE AND NOTICE OF CANCELLATION
(i) Unless the Owner shall have given its prior written consent,
all insurances effected pursuant to Clause 11(a)(i) and (iii)
shall contain a loss payable and notice of cancellation clause
in the following form:
"LOSS PAYABLE AND NOTICE OF CANCELLATION CLAUSE"
- 13 -
(A) Until Golden State Petro (IOM I-B) PLC ("Owner") shall have
notified underwriters to the contrary:
(1) all recoveries up to the Stipulated Loss Value
hereunder in respect of a total loss or constructive
or compromised or agreed or arranged total loss shall
be paid in full to the Owner without any deduction or
deductions whatsoever; and
(2) all other recoveries shall be paid in full to Chevron
Transport Corporation ("Charterer") or to its order
without any deduction or deductions whatsoever; and
(B) The Owner shall be advised:
(1) if any Hull and Machinery insurer cancels or give
notice of cancellation of any insurance or entry at
least ten ( 10) days before such cancellation is to
take effect; and
(2) if any hull War Risks insurer cancels or gives notice
of cancellation of any insurance or entry at least
seven (7) days before such cancellation is to take
effect; and
(3) of any default in the payment of any Hull and
Machinery premium or call or failure to renew any
such insurance or entry ten (10) days prior to the
date of renewal thereof; and
(4) of any default in the payment of any War Risks
premium or call or failure to renew any such entry
seven (7) days prior to the date of renewal thereof.
(ii) Unless the Owner shall have given its prior written consent,
all insurance and entries effected pursuant to Clause
11(a)(ii) shall contain a loss payable and notice of
cancellation clause in the following form:
"LOSS PAYABLE AND NOTICE OF CANCELLATION CLAUSE"
At the request of the Owner and with the consent of the
Charterer, the protection and indemnity club managers may in
its discretion, agree:
(a) to pay the Owner, or to its order, any recovery the
Charterer is entitled to receive from the funds of
the P&I Club in respect of any liability, costs or
expenses incurred by the Charterer on receipt of
notice from the Owner that the Charterer is in
default under the Charter; and
- 14 -
(b) to give the Owner ten (10) days' notice that
insurance in the P&I Club in respect of the Vessel is
to cease; and
(c) to give the Owner ten (10) days' notice of the P&I
Club's intention to cancel the insurance of the
Charterer by reason of its failure to pay when due
and demanded any sum due from them to the P&I Club.
(c) INFORMATION AS TO INSURANCES
The Charterer shall give the Owner and its insurance advisers such
information as to the insurances taken out or being or to be taken out in
compliance with the Charterer's obligations under the foregoing provisions of
this Clause or as to any other matter which may be relevant to such insurances
as the Owner or its advisers may reasonably request.
(d) CHARTERER OPTION TO SELF-INSURE
Notwithstanding anything to the contrary herein contained in Clause 11,
the Charterer shall have the right to self-insure against the risks described in
Clause 11(a).
12. TOTAL LOSS, REQUISITION FOR TITLE, CAPTURE, SEIZURE
(a) If a Total Loss shall occur, this Charter and the obligation of the
Charterer to pay Charter Hire and Additional Charter Hire hereunder shall
continue and be payable as set forth herein until the Charterer has complied
with this Clause 12. The Charterer shall forthwith notify the Owner of the facts
and circumstances of such Total Loss and the Charterer shall, on the date which
is 90 days after the Total Loss (the "Loss Date"), pay to the Owner the amount
determined pursuant to paragraph (b) below. The Charterer shall give the Owner
at least 15 days prior notice in writing of the Loss Date. On the Loss Date, the
Charterer shall pay such amount to the Owner, and thereupon this Charter shall
terminate and Charter Hire and Additional Charter Hire payable hereunder shall
cease.
(b) The amount payable on any such Loss Date shall be the sum of (i)
any deficiency between (A) the Stipulated Loss Value in relation to the period
in question calculated by the application of Schedule 2 and (B) all insurance
proceeds for damage to or loss of the Vessel and amounts paid by any
governmental authority in connection with any requisition, seizure or forfeiture
actually received in hand by the Owner or the Mortgagee prior to or on such Loss
Date; and (ii) all Charter Hire and Additional Charter Hire accrued (on a daily
basis) but unpaid hereunder to such Loss Date and any other sums due under any
provisions of this Charter, together with interest thereon at the Default Rate
from the date upon which any such Charter Hire and Additional Charter Hire or
other sums was due until the date upon which the calculations are made for the
purposes of this Clause which date shall be the Loss Date. The foregoing
obligations of the Charterer under this Clause 12 shall apply regardless of
whether or not any moneys are payable under the insurances effected in
compliance with Clause 11 hereof in respect of the Vessel, regardless also of
the amount payable thereunder, regardless also of the
- 15 -
cause of the Total Loss and, regardless of whether or not any of the said
compensation shall be payable. This Charter shall terminate upon the fulfillment
by the Charterer of its obligations under this subclause.
(c) If the Charterer shall have made a payment to the Owner pursuant to
the foregoing provisions of sub-clause (b) of this Clause and the Owner shall
subsequently receive any insurance monies or other compensation contemplated
under such Clause (b) the same shall be immediately applied first towards
repayment to the Charterer of the amount of any such payment and second (to the
extent that the further insurance monies or compensation shall exceed the
amounts paid by the Charterer and so repaid by the Owner) to the Charterer.
(d) The Charterer shall be liable for any loss of any part of or damage
to the Vessel (other than a Total Loss in which event the foregoing provisions
of this clause shall apply) during the Charter Period from whatsoever cause such
loss or damage may arise, unless the same shall have been caused by the
negligence or willful act of the Owner, its servants or agents (except where the
Charterer or its servants and agents are acting as agents of the Owner). In the
event of repairable damage to the Vessel or any part thereof or loss of part of
the Vessel, the Owner shall, subject to its prior right to retain any sums which
may be due from the Charterer to the Owner under the terms of this Charter, make
payment to the Charterer of moneys received under the insurances effected in
compliance with Clause 11 upon the Charterer furnishing evidence satisfactory to
the Owner that all such damage has been made good or repaired or repairs have
been put in hand.
(e) For the purpose of this Clause 12, insurers shall be deemed to have
admitted a claim either on the date that they inform the Owner that the claim is
admitted or upon the date that they make payment to the Owner even though no
claim has ever been admitted.
(f) The Owner shall, upon the request of the Charterer, promptly
execute such documents as may be required to enable the Charterer to abandon the
Vessel to insurers and claim a constructive total loss provided that the Owner
shall be entitled by notice in writing to the Charterer to require that the
Vessel shall not be abandoned and that a partial loss only shall be claimed, in
which case this Charter shall terminate as from the date of the event giving
rise to such loss and any insurance payments in respect of the partial loss
shall be paid to the Owner. Save as aforesaid, any moneys payable by insurers
for a partial loss shall be paid to the Charterer and the Owner shall, at the
request and expense of the Charterer, take or procure to be taken all such
reasonable steps as the Charterer may require for the recovery of such moneys.
13. REQUISITION FOR HIRE.
(a) If the Vessel is requisitioned for hire by any governmental or
other competent authority during the Charter Period, then unless and until
following such requisition the Vessel becomes a Total Loss, this Charter shall
continue in full force and effect for the remainder of the Charter Period (and
the Charterer shall be fully responsible for due compliance with all its
obligations under (i) Clause 11 and (ii) the other provisions of this Charter,
other than those
- 16 -
which the Charterer is unable to comply with solely by virtue of the aforesaid
requisition for hire); provided, however, that if the Charterer shall duly
comply with all of its obligations under this Charter save as aforesaid, the
Charterer shall be entitled to all requisition hire paid to the Owner or to the
Charterer by such governmental or other competent authority or by any person
acting by the authority of the same on account of such requisition during the
Charter Period.
(b) Should the Vessel be under requisition for hire at or until the end
of the Charter Period:
(i) The Charterer shall, if it is prevented by reason of the
requisition from redelivering the Vessel under sub-clause (a)
of Clause 8 hereof, be relieved from its obligation so to do,
provided that if the party requisitioning the Vessel does not
at the end of the period of requisition redeliver the Vessel
to the Owner at such place as the Owner shall request, the
Charterer shall upon the written request of the Owner use the
Charterer's best endeavors to redeliver the Vessel in
accordance with sub-clause (a) of Clause 8;
(ii) after such release the Charterer shall be given a reasonable
opportunity of removing any such additional or hired equipment
as is referred to in sub-clause (b) of Clause 9 hereof on the
terms referred to in that sub-clause;
(iii) notwithstanding any other provision of this Charter, the
Charterer shall be under no liability to the Owner in respect
of the structure, state or condition of the Vessel insofar as
such structure, state or condition is due to the manner in
which she has been used or treated or to any events which have
occurred during the period of such requisition.
14. LIENS; NOTICE ON VESSEL
(a) The Charterer will not suffer, nor permit to be continued, any lien
or encumbrance incurred by it or its agents, which might have priority over the
title and interest of the Owner in the Vessel. The Charterer shall indemnify and
hold the Owner harmless against any lien of whatsoever nature arising upon the
Vessel during the Charter Period while she is under the control of the
Charterer, and against any claims against the Owner arising out of or in
relation to the operation of the Vessel by the Charterer. Should the Vessel be
arrested by reason of claims or liens arising out of her operation hereunder by
the Charterer, the Charterer shall at its own expense take all reasonable steps
to secure that within a reasonable time the Vessel is released and at its own
expense put up bail to secure release of the Vessel.
(b) The Charterer will fasten to the Vessel in a conspicuous place and
will keep so fastened during the Charter Period a notice reading as follows:
This Vessel is the property of and is registered in the name
of Golden State Petro (IOM I-B) PLC (the "Owner"); she is
under
- 17 -
charter by demise to and operated by Chevron Transport
Corporation ("Charterer") and neither the Charterer nor the
Master nor any servant or agent thereof has any authority
whatsoever to contract on behalf of the Owner or to pledge the
Owner's credit or to involve the Owner in any liability
whatsoever"
or in such other form as the Owner may reasonably require from time to time.
15. SALVAGE All salvage and all proceeds from derelicts shall be for
the Charterer's benefit and the cost of repairing damage occasioned thereby
shall be borne by the Charterer.
16. GENERAL AVERAGE General Average, including the Owner's portion, if
any, shall be payable by the Charterer. General Average, if any, shall be
adjusted according to the York-Antwerp Rules 1974, as amended 1990, or any
subsequent modification thereof current at the time of the casualty.
17. DEFAULT; REMEDIES
(a) If during the term of this Charter:
(i) The Charterer shall make default for two Business Days in any
payment in respect of Charter Hire, Additional Charter Hire or
other amounts due under the terms of this Charter.
(ii) The Charterer shall fail for a period of thirty (30) Business
Days after written notice thereof has been given to the
Charterer by the Owner to perform and observe any of the
covenants, conditions, agreements or stipulations on the part
of the Charterer to be performed or observed contained herein
(other than sub-clause (a)(i) and (v) of this Clause).
(iii) The Charterer ceases doing business as a going concern or
generally ceases to pay its debts as they become due or any
proceedings under any bankruptcy or insolvency laws are
instituted against the Charterer or if a receiver or trustee
is appointed for the Charterer or for any of its assets or
properties, and such proceeding is not dismissed, vacated or
fully stayed within sixty (60) days.
(iv) The Charterer shall create or suffer to exist any mortgage,
charge, pledge or other like encumbrance over the Vessel or
any part thereof not created or caused by the Owner or by
persons claiming by, through or under the Owner or shall have
abandoned the Vessel. The foregoing provisions shall not apply
to any notice of abandonment which the Charterer may give to
insurers under the provisions of Clause 12.
- 18 -
(v) The Charterer fails to comply with any of its obligations as
to insurance contained in Clause 11.
(vi) The Charterer shall within thirty (30) days of any scheduled
date of redelivery hereunder fail to provide adequate bail or
security when required so to do in respect of any maritime
lien, possessory lien or statutory right in rem which may be
acquired over the Vessel not created or caused by the Owner or
by persons claiming by, through or under the Owner in order to
prevent the Vessel being arrested, impounded or seized or if
any such lien, right or claim over the Vessel is exercised by
the arrest, attachment, detention, impounding or seizure of
the Vessel under any distress execution or other process, or
any distress or execution is levied thereon, and the Charterer
fails to use its best endeavors to procure the release of the
Vessel therefrom within thirty (30) days of any scheduled date
of redelivery hereunder.
THEN AND IN ANY SUCH EVENT the Owner may, by written notice to the
Charterer, declare this Charter to be in default and the Owner may:
(a) (i) Upon written demand, cause the Charterer at the
Charterer's expense to, and the Charterer shall promptly, redeliver the
Vessel or cause the Vessel to be redelivered, with all reasonable
dispatch to the Owner and in the condition required by the terms of
Clause 8 as if the Vessel were being redelivered at the expiration of
the Charter Period, and all obligations of the Charterer under said
Clause 8 shall apply to such redelivery, or (ii) the Owner or its
agent, at the Owner's option, without further notice, may, but shall be
under no obligation to, retake the Vessel wherever found, whether upon
the high seas or in any port, harbor, or other place and irrespective
of whether the Charterer, any subcharterer or any other Person may be
in possession of the Vessel, all without prior demand and without legal
process, and for that purpose the Owner or its agent may enter upon any
dock, pier or other premises where the Vessel may be and may take
possession thereof, without the Owner or its agent incurring any
liability by reason of such retaking, whether for the restoration of
damage to property caused by such retaking or otherwise. The exercise
by the Owner of its remedies under this subclause (a) shall be without
prejudice, and in addition, to any of the Owner's other remedies
referred to below.
(b) The Owner or its agent may sell the Vessel at public or
private sale, with or without notice to the Charterer, advertisement or
publication, as the Owner may determine, or otherwise may dispose of,
hold, use, operate, charter (whether for a period greater or less than
the balance of what would have been the Charter Period in the absence
of the termination of the Charterer's rights to the Vessel) to others
or keep the Vessel idle, all on such terms and conditions and at such
place or places as the Owner may determine and all free and clear of
any rights of the Charterer and of any claim of the Charterer in
admiralty, in equity, at law or by statute, whether for loss or damage
or otherwise, and without any duty to account to the Charterer.
- 19 -
(c) The Charterer shall be liable for any and all Charter Hire
and Additional Charter Hire payable under this Charter before, during
or after the exercise of any of the foregoing remedies and for all
reasonable costs including all legal fees and any other costs and
expenses whatsoever incurred by the Owner by reason of the occurrence
of any default or by reason of the exercise by the Owner of any remedy
hereunder, including, without limitation, all costs and expenses
incurred by the Owner in connection with any retaking of the Vessel
and, upon the redelivery or retaking of the Vessel in accordance with
this Clause 17, the placing of the Vessel in the condition and
seaworthiness required by the terms of Clause 8 hereof and including
interest on overdue Charter Hire and Additional Charter Hire.
(d) Each and every right, power and remedy herein given to the
Owner shall be cumulative and shall be in addition to every other
right, power and remedy herein given or now or hereafter existing at
law, in equity, admiralty or by statute and each and every power and
remedy whether herein given or otherwise existing may be exercised from
time to time and as often and in such order as may be deemed expedient
by the Owner, and the exercise or the beginning of the exercise of any
right, power or remedy shall not be construed to be a waiver of the
right to exercise at the same time or thereafter any other power or
remedy. No delay or omission of the Owner to exercise any right or
power vested in it hereunder shall impair such right or power or be
construed as a waiver of or as acquiescence in any default by the Owner
or be deemed a waiver of any right arising out of any future default or
of any past default. In the event the Owner at any time agrees to waive
any such right or power, such waiver shall be revocable by the Owner at
any time and the right or power shall henceforth be again exercisable
as though there had been no such waiver unless the Event of Default has
been cured. In the event the Owner shall have proceeded to enforce any
right or pursue any power under this Charter and such proceedings shall
have been discontinued or abandoned for any reason, or shall have been
determined adversely to the Owner, then and in every such case the
Charterer and the Owner shall be restored to their former positions and
rights hereunder with respect to the property subject or intended to be
subject to this Charter and all rights, remedies and powers of the
Owner shall continue as if no such proceedings had been taken.
(e) The rights and powers of the Owner and the obligations of
the Charterer under this Clause 17 shall be effective and enforceable
regardless of the pendency of any proceeding which has or might have
the effect of preventing the Owner or the Charterer from complying with
the terms of this Charter. No express or implied waiver by the Owner of
any default shall in any way be, or be construed to be a waiver of any
further or subsequent default.
18. TERMINATION
In the event (a) the Charterer shall exercise the termination option
granted to it pursuant to Clause 2(a), (b) a Total Loss shall have occurred and
the Charterer shall have remitted to the
- 20 -
Owner the amounts described in Clause 12(b) or (c) the Charterer shall have
remitted to the Owner the amounts described in Clause 19, then, notwithstanding
anything to the contrary contained herein, the Charter shall continue with
respect to the Charterer's obligation to pay such amount to the Owner and shall
terminate on (x) the date which is 367 days after the date on which such amounts
have been remitted to the Owner or the Owner's assignee or (y) if (i) the
Charterer commences a voluntary case under any applicable bankruptcy,
insolvency, or other similar law now or hereafter in effect, (ii) a receiver,
liquidator, assignee, custodian, trustee or sequestrator (or other similar
official) is appointed for the Charterer or for any substantial part of its
property, (iii) the Charterer generally fails to pay its debts as they become
due or (iv) the Charterer makes a general assignment for the benefit of
creditors, the expiration of the period during which any payment made by or on
behalf of the Charterer may be avoided under any applicable bankruptcy,
insolvency, creditors' rights or similar laws.
19. PAYMENTS ON TERMINATION
Whether or not the Owner shall have exercised, or shall thereafter at
any time exercise, any options, rights or remedies under Clause 17, upon or as a
consequence of a breach of contract by the Charterer amounting to repudiation by
the Charterer of this Charter, the Owner may immediately require the Charterer
to pay to the Owner, and the Charterer shall pay to the Owner as liquidated
damages for loss of a bargain and not as a penalty, an amount equal to (i) the
sum of (A) the Stipulated Loss Value in relation to the period in question
calculated by the application of Schedule 2, (B) all outstanding accrued and
unpaid Charter Hire and Additional Charter Hire and (C) any other amounts due to
the Owner under this Charter on or prior to the date of payment and (ii)
interest thereon (after as well as before judgment) at the Default Rate from the
date such amounts were payable to the actual date of payment.
The Charterer shall not be entitled to any part of the net proceeds of
the Vessel (if any) whether by way of rebate of Charter Hire or Additional
Charter Hire or otherwise.
20. ASSIGNMENT AND SUB CHARTER
(a) The Charterer may not assign all or part of its rights and
obligations under this Charter nor may it charter the Vessel by demise to any
other entity without the prior written consent of the Owner, such consent,
subject always to the Vessel being maintained and insured to the same standards
as are adopted by the Charterer in respect of the vessels owned by them, not to
be unreasonably withheld; provided, however, that the Charterer may assign its
rights and obligations hereunder to a corporation more than 50% of which is
owned, directly or indirectly, by Chevron Corporation and Chevron Corporation
shall continue to guarantee the payment and performance of this Charter pursuant
to the Chevron Guarantee.
(b) The Charterer may otherwise charter the Vessel without the prior
consent of the Owner provided that the Charterer remains responsible as
principal (or appoints another person to be responsible in its stead) for
navigating and managing the Vessel throughout the period of such charter and for
defraying all expenses in connection with the Vessel throughout such period
- 21 -
or substantially all such expenses other than those directly incidental to a
particular voyage or to the employment of the Vessel during that period.
21. INDEMNITY
(a) The Charterer hereby indemnifies the Owner and shall keep the Owner
fully indemnified at all times whether during the currency of this Charter or at
any time in respect of events arising during the currency of this Charter
against:
(i) All costs and expenses of operating and maintaining
the Vessel and of operating, maintaining and
replacing all parts including (but without prejudice
to the generality of the foregoing) all fuel, oil,
port charges, fees, taxes, levies, fines, penalties,
charges, insurance premiums, victualing, crew,
navigation, xxxxxxx, operating and freight expenses
and all other outgoings whatsoever payable by the
Owner or the Charterer in respect of the possession
or operation of the Vessel or any part thereof, or
the purchase, ownership, delivery, chartering,
possession and operation, import to or export from
any country, return, sale or disposition of the
Vessel or any part thereof or upon the hire, receipts
or earnings arising therefrom (other than Owner
Taxes) which shall be promptly paid by the Charterer;
(ii) All liabilities, claims, proceedings (whether civil
or criminal), penalties, fines or other sanctions,
judgments, charges, taxes, impositions, liens,
salvage, general average, costs and expenses
whatsoever which may at any time be made or claimed
by the Charterer or any employee, servant, agent or
sub-contractor, passenger, owner, shipper, consignee
and receiver of goods or any third party (including
governments or other authorities) or by their
respective dependents arising directly or indirectly
in any manner out of the design, construction,
possession, management, repair, certification,
xxxxxxx, provisioning, supply or servicing of the
Vessel (whether at sea or not) or the chartering
thereof hereunder whether such liability, claims,
proceedings, penalties, fines, sanctions, judgments,
charges, taxes, impositions, liens, salvage, general
average, cost or expenses may be attributable to any
defect in the Vessel or the design, construction,
testing or use thereof or from any maintenance,
service, repair, overhaul or otherwise and regardless
of when or where the same shall arise and whether or
not the Vessel or the relevant part thereof is in the
possession or control of the Charterer (other than
Owner Taxes); and
(iii) The Charterer accepts all liability for oil or other
pollution damage resulting from the Charterer's
operation of the Vessel under this Charter and agrees
to promptly indemnify and hold the Owner harmless
from and against any and all losses, damages and
expenses which the Owner may
- 22 -
incur as a result of any oil or other pollution
damage resulting from the Charterer's operation of
the Vessel under this Charter, including, but not
limited to, the Owner's liability under the Oil
Pollution Act of 1990, as amended, and/or the laws of
any other jurisdiction relating to oil spills.
(iv) The Owner shall use good faith efforts to notify the
Charterer promptly of any tax for which it may seek
indemnity. The Charterer shall, subject to the prior
written approval of the Owner (such approval not to
be unreasonably withheld), be entitled to take action
in the name of the Owner at the Charterer's expense
against any taxing authority in respect of any taxes
for which the Charterer has indemnified the Owner,
and the Owner agrees to reasonably cooperate with the
Charterer in taking such action. If as a result of
any such action any moneys are received that are
attributable to such indemnified taxes (including any
interest thereon paid by such taxing authority) the
same shall be recovered by the Charterer.
(b) Without prejudice to its generality, the provisions of this
sub-clause shall extend to claims of persons (including governments or other
bodies whether corporate or otherwise) who have suffered or allege that they
have suffered loss, damage or injury in connection with any thing done or not
done by the Vessel, including in connection with any oil or other substance
emanating or threatening to emanate from the Vessel and shall extend to levies,
impositions, calls, or contributions on or required to be made by the Owner
during or in respect of the Charter Period.
(c) If any obligation of the Charterer under the foregoing sub-clause
or under subclause (d) below shall not be discharged when due, the Charterer
shall on demand forthwith pay to the Owner not only the amount of such
obligation but also interest thereon at the Default Rate from the date the Owner
paid the same to the date of reimbursement by the Charterer (after as well as
before judgment)
(d) In the event of the Vessel becoming a wreck or obstruction to
navigation, the Charterer shall indemnify the Owner against all losses, costs,
damages and expenses which the Owner may in consequence thereof incur including
those incurred in respect of the removal or destruction of the wreck or
obstruction under statutory or other powers.
22. GENERAL
(a) The Charterer shall give to the Owner all such information as the
Owner may reasonably request with regard to the performance by the Charterer of
its obligations hereunder.
(b) The Charterer shall pay all expenses (including legal and other
costs) incurred by the Owner in connection with the enforcement of any rights
conferred upon the Owner by this Charter or in or incidental to any action
brought by the Owner to recover any hire or other payments due hereunder or for
breach of any covenant, agreement, condition or stipulation
- 23 -
herein contained or to recover possession of the Vessel or any part thereof
whether any such action proceeds to judgment or not. The Owner shall pay all
expenses (including legal and other costs) incurred by the Charterer in
connection with the enforcement of any rights conferred upon the Charterer
against the Owner by this Charter.
(c) No failure or delay on the part of the Owner in exercising any
power or right hereunder shall operate as a waiver thereof nor shall any single
or partial exercise of any such right or power preclude any other or further
exercise of any such right or power.
(d) This Charter shall not be varied in its terms by an oral agreement
or representation or otherwise than by an instrument in writing of even date
herewith or subsequent hereto executed by all the parties hereto or by their
duly authorized representatives.
(e) If any term or provision of this Charter or the application thereof
to any person or circumstance shall to any extent be invalid or unenforceable,
the remainder of this Charter or application of such term or provision to
persons or circumstances other than those as to which it is already invalid or
unenforceable shall not be affected thereby and each term and provision of this
Charter shall be valid and be enforceable to the fullest extent permitted by
law.
(f) The title to the Clauses and sub-clauses of this Charter shall not
in any way affect the interpretation thereof; the terms defined in this Charter
have the meanings assigned to them in this Charter and include the plural as
well as the singular, and the use of any gender herein shall be deemed to
include the other gender.
(g) Any demand, consent, record, election or notice required or
permitted to be given under this Charter shall be in writing and sent by
recorded or registered letter or telefax (and in the case of telefax confirmed
by recorded or registered letter) addressed as follows:
(i) If to the Owner to:
00-00 Xxxxx Xxxxxx
Xxxxxxx, Xxxx xx Xxx
(ii) If to the Charterer to:
c/o Chevron Shipping Company
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000-0000
or in case to such other person or address or addresses or telefax number as any
party may notify in writing to the other parties hereto. Any such notice shall
be deemed to have reached the party to whom it is addressed (in the case of
notice given by letter) five (5) days after dispatch by first class pre-paid
post (airmail if from abroad) or (in the case of notice given by telefax) when
confirmed by a correct transmission report when dispatched and for this purpose
confirmation by letter of notice given by telefax, shall be disregarded.
- 24 -
(h) This Charter shall be governed by and construed and performance
thereof shall be determined in accordance with the federal laws of the United
States of America and the laws of New York. The obligations, rights and remedies
of the parties hereunder shall be determined in accordance with such laws,
without giving effect to principles of conflicts of law.
(i) All matters of difference between the parties hereto (other than as
herein expressly provided to the contrary and other than in respect of any
action by the Owner for possession of the Vessel) shall be referred to
arbitration in New York by an arbitrator to be agreed between the Owner and the
Charterer or in default of such agreement within 30 days to be nominated by the
President for the time being of the Society of Maritime Arbitrators.
(j) Where it is provided in this Charter that in default of agreement a
matter is to be determined by an expert under this sub-clause, the same shall be
determined by such person, firm, corporation or body as may be agreed between
the Owner and the Charterer (or in default of agreement as may be nominated by
the Chairman for the time being of the Baltic and Mercantile Shipping Exchange)
who shall be deemed to act as expert and not as arbitrator and whose
determination shall be final and binding on the parties.
(k) All payments (other than payments pursuant to Clauses 21(a)(i) and
21(a)(ii)) made to the Owner shall be made without deduction for or on account
of any present or future taxes (including value added, turnover, sales and use
taxes), levies, imposts, duties, deduction, withholdings and other charges of
whatsoever nature (collectively, "Charges") unless such deduction is required by
law. If such deduction is required by law (i) the sum payable by the Charterer
shall be increased as may be necessary so that, after making all required
withholdings and deductions (including those applicable to additional sums
payable under this Clause 22(k)), the Owner shall receive an amount equal to the
sum that the Owner would have received had no such withholdings and deductions
been made and (ii) as required by applicable law the Charterer shall withhold or
deduct the amount required and pay such amount to the relevant taxing or other
governmental authority. If any Charges paid by the Charterer are recoverable by
the Owner from such taxing or other governmental authority, the Charterer shall
be entitled to the same rights provided in Clause 21(a)(iv). The Owner shall
consult with the Charterer and use reasonable efforts to agree to a method of
avoiding or minimizing any such deduction that is not in breach of applicable
law or governmental regulation or of any of the financing documents entered into
with the Mortgagee and which will leave the parties in substantially the same
contractual relation as is herein contained. Without limiting the generality of
the foregoing, the Owner shall take any lawful action to the extent necessary to
prevent or avoid the imposition of any taxes, including any withholding taxes
with respect to Charter Hire or Additional Charter Hire, by any taxing
jurisdiction (including the Registration Jurisdiction) including changing its
jurisdiction of incorporation or residence; PROVIDED HOWEVER, that it shall not
be required to take, or fail to take, any action (x) if in the opinion of
counsel such act or failure to act would violate applicable law or (y) if in the
reasonable opinion of the Owner the actions necessary to avoid or prevent
imposition of such taxes would be unduly burdensome. For purposes of clause (y)
- 25 -
of the immediately preceding sentence a requirement to change the jurisdiction
of the Owner's incorporation or residence shall not be treated as unduly
burdensome.
(l) If any provision of this Charter shall be, or shall be rendered,
unenforceable in whole or in part (which for the purposes of this Clause shall
include being contrary to an official code or order for the time being in force
to which either of the parties hereto is required by law to have regard and the
contravention or the continued contravention of which could be considered or be
made unlawful) the Owner and the Charterer shall use their best endeavors to
agree to an amendment or amendments to the terms of this Charter which would
result in this Charter as so amended being fully enforceable and achieving
substantially the same result (both financially and otherwise) so far as
concerns the Owner and the Charterer as this Charter in its executed form would
have achieved if the same had been fully enforceable. If the Owner and the
Charterer are unable to agree to such an amendment or amendments then either
party may by notice request that an arbitrator be appointed pursuant to the
provisions to Clause 22(i) to determine whether an amendment or amendments which
would achieve the result set out above are possible, and he shall be asked to
specify them and the terms of this Charter shall be amended accordingly.
(m) The indemnities of the Owner by the Charterer contained in this
Charter shall continue in full force and effect (in respect of events occurring
during the currency of this Charter) notwithstanding the termination of the
charter of the Vessel, the repudiation by the Charterer of this Charter or the
expiration of the charter period by affluxion of time or otherwise.
23. DEFINITIONS
"ADDITIONAL CHARTER HIRE" means any Additional Charter Hire payable
pursuant to subclause 9(g).
"ADDITIONAL NOTES" means each first preferred mortgage note issued
pursuant to a Supplemental Indenture to finance the Extras.
"BUILDER" means Samsung Corporation and Samsung Heavy Industries, Ltd.
"BUSINESS DAY" means any day other than a Saturday, a Sunday or a day
on which banking institutions in New York, New York, San Francisco, California
or in the city and state where the Mortgagee's principal offices are located,
are authorized or are obligated by law, executive order or governmental decree
to be closed.
"CERTIFICATE OF ACCEPTANCE" means the certificate executed by the
Charterer on the Commencement Date indicating the Charterer's acceptance of the
Vessel under this Charter.
"CHARTER GUARANTEE" means the Guarantee dated the date hereof from
Chevron Corporation to the Owner.
- 26 -
"CHARTER HIRE" means the charter hire payable by the Charterer for the
use and possession of the Vessel payable at the times and in the amounts set
forth on Schedule 1 attached hereto and made a part hereof.
"CHARTER HIRE REDUCTION" has the meaning described in Schedule 1
attached hereto.
"CHARTER PERIOD" means the period of time from the Delivery Date to the
expiration or earlier termination of this Charter, pursuant to the provisions
hereof.
"CHARTER SUPPLEMENT" means each Charter Supplement delivered pursuant
to Clause 9(g) hereof.
"COMPULSORY ACQUISITION" means requisition for title or other
compulsory acquisition of the Vessel (otherwise than by requisition for hire),
capture, seizure, condemnation, destruction, detention or confiscation of the
Vessel by any government or by persons acting or purporting to act on behalf of
any government or governmental authority.
"CONTRACT DATE" shall be the date on which the Owner enters into the
Building Contracts with the Builder and which shall be no later than December
24, 1996.
"CREDITS" means reductions in construction costs which (i) result from
actions by the Charterer or by the Technical Supervisor; (ii) are approved by
the Owner, such approval not to be unreasonably withheld; and (iii) occur after
execution of the Building Contract but prior to the Delivery Date.
"DEFAULT RATE" means a rate per annum equal to the sum of 1.50% and
LIBOR as of the commencement of such period; plus any and all penalties, if any,
payable under the Section 2 of the Funding Agreement dated as of December 24,
1996 with Pacific Mutual Life Insurance Company (G-26321.02) occurring as a
result of the Charterer's failure to pay Charter Hire and Additional Charter
Hire when due.
"DELIVERY DATE" means the date on which the Vessel is accepted for
delivery by the Owner from the Builder by execution and delivery of a Protocol
of Acceptance and Delivery as provided in clause (i) of Article IV of the
Building Contract.
"ESCROW ACCOUNT BALANCE" (i) the Initial Deposit plus accrued interest
thereon to the end of the Fixed Period and (ii) after the payment of an amount
payable pursuant to Section 4(b), the amount of funds remaining in the Escrow
Account together with any interest earned thereon less any amount previously
paid to the Charterer pursuant to Section 4(b)(ii).
"EVENT OF DEFAULT" means an event described in sub-clauses (a)(i)
through (a)(vi) of Clause 17.
- 27 -
"EXTRAS" means increases in construction costs which (i) result from
actions by the Charterer or the Technical Supervisor; (ii) are approved by the
Owner, such approval not to be unreasonably withheld; and (iii) occur after
execution of the Building Contract but prior to the Delivery Date; provided,
however, the cost of Extras shall not exceed $250,000 without the consent of the
Owner.
"INDENTURE" means the Indenture, dated as of December 1, 1996, among
the Owner, Xxxxxx Xxxxx Xxxxx (XXX X-X) XXX, Xxxxxx Xxxxxx Trust Company of New
York, as indenture trustee (the "Indenture Trustee") and Golden State Petroleum
Transport Corporation, together with any amendments, modifications or
supplements thereto.
"INSTITUTE WARRANTY LIMITS" means the Institute Warranties as defined
by the Institute of London Underwriters.
"LIBOR" means the rate calculated on the basis of the offered rates for
deposits in dollars for a one-month period which appear on the Reuters Screen
LIBO Page as of 11:00 A.M., London time, on the date that is two London Banking
Days preceding the date of calculation. If at least two such offered rates
appear on the Reuters Screen LIBO Page, LIBOR will be the arithmetic mean of
such offered rates (rounded to the nearest .0001 percentage point). If, at any
time of determination, the Reuters Screen LIBO Page is not available, the rate
will be the arithmetic mean (rounded to the nearest .0001 percentage point) of
the rates quoted by the three reference banks (selected in accordance herewith)
at approximately 11:00 a.m., New York time, on the date of calculation for loans
in dollars to leading European banks for a one-month period. For the purposes of
this definition, the term "London Banking Day" shall mean any day on which
dealings in deposits in United States Dollars are transacted in the London
interbank market. Each of the Charterer and the Owner (or the Owner's assignee)
will select a reference bank and the third reference bank will be selected by
the Charterer and the Owner (or the Owner's assignee) together or, failing
agreement, by the previously selected reference banks together.
"LIQUIDATED DAMAGES REBATE" means the amount the Owner received from
Builder pursuant to the Building Contract representing all liquidated damages
related to the Vessel's failure to satisfy Builder's contract deadweight, speed
and/or fuel consumption guarantees.
"LONDON BANKING DAY" means any day on which dealings in deposits in
United States dollars are carried on in the London interbank market and on which
commercial banks are open for domestic and international business (including
dealings in United States dollar deposits) in London and New York.
"MORTGAGE" means the Mortgage, dated the date hereof, between the Owner
and the Mortgagee or any other mortgage relating to the financing of the Vessel
by the Owner.
"MORTGAGEE" means the Indenture Trustee and any successor thereto or
any other mortgagee of the Vessel.
- 28 -
"OPTIONAL TERMINATION DATE" means the expiration date of the Fixed
Period and any Optional Period.
"OWNER TAXES" means any income, franchise or equivalent tax, imposed
upon or measured by the net income, stated capital or earned surplus of the
Owner by any federal, state, local or other taxing authority of any jurisdiction
worldwide, or any taxes that result from the willful misconduct or gross
negligence of the Owner or from the inaccuracy or breach of any representation,
warranty or covenant of the Owner contained in any of Clauses 6, 20, 21(a)(iv),
or 22(k) of this Charter or in any document furnished in connection with such
Clauses by the Owner, or any taxes that would not have been imposed but for the
failure of the Owner (a) to provide to the Charterer (for filing by the
Charterer with the taxing jurisdiction imposing such taxes or retention in the
Charterer's records) upon the Charterer's timely request such certifications,
information, documentation or reports concerning the Owner's identity,
jurisdiction of incorporation or residency, or connection with such taxing
jurisdiction or (b) to promptly file upon the Charterer's timely request such
reports or returns (which shall be prepared with reasonable care in accordance
with the Charterer's written instructions) claiming (or availing itself of) any
applicable extensions or exemptions (to the extent that timely notice thereof is
provided by the Charterer); PROVIDED that Owner Taxes shall not include any such
tax imposed on any amount that is (i) an indemnity or reimbursement of the
Owner, (ii) an operating or maintenance expense, (iii) any tax imposed pursuant
to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended,
or (iv) a tax for which the Charterer is otherwise liable under this Charter;
and PROVIDED FURTHER that Owner Taxes shall not include any such tax imposed by
any government, jurisdiction or taxing authority other than the United States
Federal government solely as a result of the location of the Vessel or the
Vessel's use by the Charterer.
"PAYMENT DATE" means the 1st day of each month, commencing the 1st day
of the month immediately succeeding the Delivery Date.
"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.
"P&I CLUB" means a protection and indemnity association.
"REGISTRATION JURISDICTION" means the Republic of Liberia.
"SECURITY DOCUMENTS" means all of the agreements executed and delivered
by the Owner to the Indenture Trustee as collateral security for the Owner's
obligations under the Indenture.
"STIPULATED LOSS VALUE" means, as of any date, the amount corresponding
to such date as indicated on Schedule 2 hereto and made a part hereof.
- 29 -
"SUPPLEMENTAL INDENTURE" means a Supplemental Indenture entered into by
the Indenture Trustee and the Issuer pursuant to the terms and subject to the
conditions set forth in the Indenture.
"TOTAL LOSS" means either (a) actual or constructive or compromised or
arranged total loss of the Vessel, (b) Compulsory Acquisition of the Vessel or
(c) if so declared by the Charterer at any time and in its sole discretion a
requisition for hire of the Vessel for a period in excess of 180 days. Any
actual loss of the Vessel shall be deemed to have occurred at 1200 hours
Greenwich Mean Time (GMT) on the actual date on which the Vessel was lost or in
the event of the date of the loss being unknown then the actual total loss shall
be deemed to have occurred at 1200 hours GMT on the day next following the day
on which the Vessel was last heard of. A constructive total loss shall be deemed
to have occurred at 1200 hours GMT on the earliest of: 1) the date that notice
of abandonment of the Vessel is given to the insurers provided a claim for total
loss is admitted by the insurers, or 2) if the insurers do not admit such a
claim, at the date and time GMT at which a total loss is subsequently adjudged
by a competent court of law or arbitration tribunal to have occurred, or 3) the
date that a report is rendered by one or more experts in marine surveying and
vessel valuation (said experts to be appointed by the Charterer at its expense
and approved by the Owner, such approval not to be unreasonably withheld)
concluding that salvage, repair and associated costs in restoring the Vessel to
the condition specified in Clause 7 exceed the Vessel's fair market value in
sound condition.
"TOVALOP SCHEME" means the Tankers Owner Voluntary Agreement concerning
Liability for Oil Pollution dated January 7, 1969, as amended or any similar
scheme.
- 30 -
IN WITNESS WHEREOF the parties have caused this Charter to be signed
the date and year first above written.
GOLDEN STATE PETRO (IOM I-B) PLC
By:/s/ Xxxxxx Xxxxxx
-----------------------------
Name: Xxxxxx Xxxxxx
Its: Assistant Secretary
CHEVRON TRANSPORT CORPORATION
By:/s/ X. X. Xxxxx
-----------------------------
Name: X. X. Xxxxx
Its: Attorney-in-Fact
- 31 -
EXHIBIT A
The documents, reports and opinions required to be delivered by Chevron
Corporation, Chevron Transport Corporation and its attorneys and agents pursuant
to the Closing Memorandum, dated
- 32 -
EXHIBIT B
CHARTER SUPPLEMENT NUMBER __
THIS CHARTER SUPPLEMENT NUMBER __, dated as of _________ __,
____, is executed and delivered by GOLDEN STATE PETRO (IOM I-B) PLC, an Isle of
Man company (the "Owner"), and CHEVRON TRANSPORT CORPORATION, a Liberian company
(the "Charterer"), in accordance with the terms and as a part of that certain
BAREBOAT CHARTER dated as of December 1, 1996 (the "Charter"), between the Owner
and the Charterer. The defined terms set forth in the Charter shall have the
same meanings herein. In addition, the following terms shall be assigned the
following meanings solely with respect to this Charter Supplement Number __:
A. EXTRA AMOUNT: $________
B. ADDITIONAL CHARTER HIRE SHALL BE $_______ PER DAY PAYABLE
MONTHLY IN ADVANCE
C. ALLOCATED PRINCIPAL AMOUNT OF ADDITIONAL NOTES:________
D. NEXT SUCCEEDING PAYMENT DATE: _________
E. APPLICABLE PAYMENT DATE: _____________
F. SUPPLEMENTAL INDENTURE DATED: ________
1. DESCRIPTION OF EXTRAS AND COST OF EXTRAS COVERED BY THIS
SCHEDULE (See Schedule 1).
2. RENT: The Charterer agrees to pay the Additional Charter Hire
in the amounts set forth above on the dates set forth in the Charter.
3. INCORPORATION OF CHARTER: All of the terms and provisions of
the Charter are hereby incorporated by reference in this Charter Supplement to
the same extent as if fully set forth herein. In the event of any conflict
between the terms of this Charter Supplement and the Charter, the terms of this
Charter Supplement shall control.
4. COUNTERPARTS: This Charter may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.
APPROVED AND AGREED TO by and between the parties hereto on the ___st day of
_______________.
CHEVRON TRANSPORT CORPORATION
By: ______________________________
(Title)
GOLDEN STATE PETRO (IOM I-B) PLC
By: ______________________________
(Title)
- 2 -
Schedule 1 to Bareboat Charter
1. CHARTER HIRE
(a) Charter Hire during the Fixed Period shall be United States Dollars
(USD) 27,199 per day payable by the Charterer to the Owner monthly in advance on
the Delivery Date and each Payment Date on the basis of 365/12 days per month.
Payments shall be made by wire transfer of immediately available funds and shall
be made prior to 12:00 noon New York time.
(b) Charter Hire during each Optional Period shall be United States
Dollars (USD) 28,500 per day payable by the Charterer to the Owner monthly in
advance on each Payment Date on the basis of 365/12 days per month.
(c) Charter Hire during the Charter Period may be adjusted for any
Additional Charter Hire or Charter Hire Reduction as set forth in Sections 2 and
3 of this Schedule 1. Charter Hire shall be in United States Dollars payable by
the Charterer to the Owner monthly in advance.
2. ADDITIONAL CHARTER HIRE
To the extent that the Extras exceed the Credits ("Net Extras"), the
Charter Hire listed in Section 1 of this Schedule 1 shall be adjusted to the
extent necessary such that the Additional Charter Hire will allow the Owner to
service the aggregate debt incurred on any Additional Notes issued in connection
herewith and as referenced in subclause 9(g).
3. CHARTER HIRE REDUCTION
To the extent that the Credits exceed the Extras ("Net Credits"), the
Charter Hire listed in Section 1 of this Schedule 1 shall be adjusted to the
extent necessary such that the Charter Hire adjusted for the Charter Hire
Reduction shall bear the same ratio to the Charter Hire prior to such adjustment
as the amount of Notes outstanding after application by the Owners of the
difference between Credits and Extras to repurchase outstanding Notes bears to
the amount of Notes outstanding prior to such repurchase.
SCHEDULE 2
TO BAREBOAT CHARTER
STIPULATED LOSS VALUE
DATE AMOUNT
---- ------
2-1-99 94,849,549
8-1-99 95,105,531
2-1-00 92,821,752
8-1-00 93,098,622
2-1-01 90,036,567
8-1-01 90,336,029
2-1-02 87,047,471
8-1-02 87,371,369
2-1-03 83,858,224
8-1-03 84,208,553
2-1-04 80,472,895
8-1-04 80,851,811
2-1-05 76,895,883
8-1-05 77,305,719
2-1-06 74,631,948
8-1-06 75,075,225
2-1-07 75,536,234
8-1-07 74,675,684
2-1-08 73,779,311
8-1-08 72,847,884
2-1-09 71,877,199
8-1-09 70,868,087
2-1-10 69,816,410
8-1-10 68,723,067
2-1-11 67,588,990
8-1-11 66,405,149
2-1-12 65,177,555
8-1-12 63,897,257
2-1-13 62,565,348
8-1-13 61,182,961
2-1-14 59,741,280
8-1-14 58,241,531
2-1-15 56,684,992
8-1-15 55,062,992
2-1-16 53,376,912
8-1-16 51,623,188
2-1-17 49,798,316
8-1-17 47,898,848
2-1-18 45,921,402
8-1-18 43,867,658
2-1-19 41,719,365
- 2 -
TABLE OF CONTENTS
Page No.
1. VESSEL TO BE CHARTERED................................................. 2
2. PERIOD OF CHARTER...................................................... 2
3. TIME AND PLACE OF DELIVERY............................................. 3
4. CHARTERER'S RIGHT IN RESPECT OF THE VESSEL............................. 4
5. USE AND TRADE OF VESSEL................................................ 5
6. DOCUMENTATION AND HOUSE FLAG........................................... 6
7. MAINTENANCE AND OPERATION.............................................. 6
8. REDELIVERY AND STATUS.................................................. 9
9. USE OF VESSEL AND PAYMENT OF HIRE...................................... 10
10. MORTGAGE.............................................................. 12
11. INSURANCE............................................................. 13
12. TOTAL LOSS, REQUISITION FOR TITLE, CAPTURE, SEIZURE................... 15
13. REQUISITION FOR HIRE.................................................. 16
14. LIENS; NOTICE ON VESSEL.......................................... 17
15. SALVAGE............................................................... 18
16. GENERAL AVERAGE....................................................... 18
17. DEFAULT; REMEDIES..................................................... 18
18. TERMINATION........................................................... 20
19. PAYMENTS ON TERMINATION............................................... 21
20. ASSIGNMENT AND SUB CHARTER............................................ 21
21. INDEMNITY............................................................. 22
22. GENERAL............................................................... 23
23. DEFINITIONS........................................................... 26
