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XXXXXX XXXXX XXXXX (XXX X-X) XXX,
XXXXXX XXXXX PETRO (IOM-B) PLC
and
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
-----------------------------------
AGENCY AGREEMENT
Dated as of December __, 1996
-----------------------------------
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Agency Agreement, dated as of December __, 1996 (as amended or
supplemented from time to time, the "Agreement"), between Golden State Petro
(IOM-A) PLC and Golden State Petro (IOM I-B) PLC (each, an "Owner" and,
collectively, the "Owners"), each a company whose office is at 00-00 Xxxxx
Xxxxxx, Xxxxxxx, Xxxx of Man, and Golden State Petroleum Transport Corporation
(the "Agent"), a Delaware corporation, whose office is at 00 Xxxx 00xx Xxxxxx,
Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000.
WHEREAS, the Owners desire to engage the Agent to act as the
Owners' agent;
WHEREAS, the Agent is willing to act as agent for and on
behalf of Owners on the terms and subject to the conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and of the
covenants herein contained, the parties hereto covenant and agree as follows:
1. DEFINITIONS. Any capitalized term not otherwise defined
herein shall have the meaning set forth in the Indenture (the "Indenture"),
dated as of the date hereof, among the Owners, the Agent and [Name of Trustee],
as indenture trustee (the "Indenture Trustee").
2. APPOINTMENT. The Owners hereby appoint the Agent and the
Agent hereby accepts its appointment to act for and on behalf of the Owners
pursuant to the terms of this Agreement.
3. DUTIES OF THE AGENT.
(a) In performing any of its duties hereunder, the Agent
shall act in accordance with any written instruction signed on behalf of both of
the Owners.
(b) The Agent is hereby directed by the Owners to do the
following for and on behalf of the Owners:
(i) to execute and deliver the Mortgage Notes as agent for
and on behalf of the Owners;
(ii) to issue, transfer and exchange the Mortgage Notes as
agent for and on behalf of the Owners;
(iii) to take whatever action shall be required to be
taken by the Agent by the terms of, and subject to the terms of, this
Agreement and the Indenture; and
(iv) to take such other lawful action in connection with
the foregoing as the Owners may from time to time direct.
4. ACTION UPON INSTRUCTIONS. In the event the Agent is
required to take any action pursuant to the Indenture not expressly discussed
herein, the Agent shall act on the written direction of the Owners; PROVIDED,
HOWEVER, the Agent shall not be required to take any action
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that is likely to result in the personal liability of the Agent or is contrary
to the terms hereof or of any document contemplated hereby or otherwise contrary
to law.
5. FURTHER ASSURANCES.
(a) The Agent shall execute and deliver all such other
documents, instruments or certificates and take all such other actions in
accordance with the direction of the Owners as the Owners may deem necessary or
advisable to give effect to the transactions contemplated hereby.
(b) Each of the Owners agrees that it shall execute and
deliver all such other documents, instruments or certificates and take all such
other actions in accordance with the direction of the Agent as the Agent may
deem necessary or advisable to give effect to the transactions contemplated
hereby.
6. RESTRICTIONS. The Agent shall take no action (a)
inconsistent with the terms of the Indenture or (b) if the Agent has been
notified by the Indenture Trustee that such action would cause or threaten to
cause any nationally recognized statistical ratings agency to downgrade the
ratings of the Mortgage Notes. The Owners shall not direct the Agent to take any
action that would violate the provisions of this Section 6.
7. FURNISHING OF DOCUMENTS. The Agent shall furnish to the
Owners, promptly upon receipt thereof, duplicate copies of all reports, notices,
requests, demands, certificates, financial statements or other instruments
furnished to the Agent under the Indenture or the Security Documents.
8. RESIGNATION OF AGENT. The Agent may resign its duties
hereunder at any time upon 30 days prior written notice to the Owners, the
Indenture Trustee and the Rating Agency. The Agent may be removed by the Owners
upon 30 days prior written notice to the Agent, the Indenture Trustee and the
Rating Agency. In the event of the resignation or removal of the Agent, a
successor agent shall be appointed by the Owners. No resignation or removal
shall become effective unless a successor has assumed the Agent's
responsibilities and obligations hereunder. The Owners shall give the Indenture
Trustee and the Rating Agency notice of the such successor Agent's acceptance of
such appointment and shall cause such successor to execute any and all documents
requested by the Indenture Trustee to evidence such successor's acceptance of
all of the obligations of the Agent pursuant to the Indenture and any of the
other Security Documents.
9. TRUST EXPENSES. The Owners shall be jointly and severally
liable, subject to a right of contribution INTER SE in proportion to the
Allocated Principal Amount of the Mortgage Notes for such Owner's Vessel, to pay
any and all out-of-pocket costs or expenses of the Agent hereunder, including,
without limitation, the reasonable compensation, expenses and disbursements of
such agents, representatives, experts and counsel as the Agent may employ in
connection with the exercise and performance of its rights and duties hereunder
and under the Indenture and the Security Documents.
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10. INDEMNIFICATION. The Owners shall be jointly and severally
liable, subject to a right of contribution INTER SE in proportion to the
Allocated Principal Amount of the Mortgage Notes for such Owner's Vessel, for,
and shall indemnify the Agent and its successors and assigns, and hold them
harmless against and from, any and all liabilities, obligations, losses,
damages, taxes, penalties, claims, actions, suits, costs, expenses (including
legal fees and expenses) of any kind and nature whatsoever (collectively,
"Expenses") which may be imposed on, incurred by or asserted at any time against
the Agent (whether or not indemnified against by other parties) in any way
relating to or arising out of this Agreement, the Indenture or any other
Security Document; PROVIDED, HOWEVER, that the Owners shall not be required to
indemnify the Agent for Expenses arising or resulting from its own willful
misconduct or gross negligence.
11. COMPENSATION. The Agent shall receive as compensation for
its services hereunder an amount equal to $5,000 payable on the date hereof.
12. SEVERABILITY. If any word, phrase, sentence, paragraph,
provision or section of this Agreement shall be held, declared, pronounced or
rendered invalid, void, unenforceable or inoperative for any reason by any court
of competent jurisdiction, governmental authority, statute or otherwise, such
holding, declaration, pronouncement or rendering shall not adversely affect any
other word, phrase, sentence, paragraph, provision or section of this Agreement
which shall otherwise remain in full force and effect and be enforced in
accordance with its terms.
13. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which for all purposes shall be deemed to be an
original but all of which together shall constitute but one instrument.
14. HEADINGS. The captions or headings in this Agreement are
for convenience only and in no way define, limit or describe the scope or intent
of any provisions or sections of this Agreement.
15. RELATIONSHIP OF PARTIES. The relationship of the Agent to
the Owners is intended by the parties hereto to be that of an independent
contractor and not of a joint venturer or partner of the Owners. The Agent is
not a registered agent of the Owners.
16. TERMINATION. The agency created hereby shall terminate
upon the payment in full of the Mortgage Notes and the performance by the Agent
and the Owners of all of the obligations of the Agent and the Owners,
respectively, under the Indenture and the other Security Documents. Upon
termination of this Agreement, the Agent shall (a) deliver to the Owners any and
all documents and instruments held by it hereunder or under the Indenture or any
other Security Document and (b) execute and deliver such instruments and perform
all acts reasonably requested in order to effect the orderly and efficient
termination of the agency created hereby.
17. MISCELLANEOUS. This Agreement shall bind the respective
successors and assigns of the parties hereto. This Agreement and the rights of
the parties hereto and of any
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subsequent holder of this Agreement shall be construed in accordance with and
governed by the laws of the State of New York, and may not be changed orally but
only by an instrument in writing signed by the person against whom enforcement
of any waiver, change, modification or discharge is sought.
No failure to exercise and no delay in exercising, on the part
of any party hereto, of any right, power or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, power
or privilege preclude any other or further exercise thereof or the exercise of
any right, power or privilege. The rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies provided by law.
18. 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 Agent, at the following address: x/x Xxxxxxxxx Xxxx
Xxxxxxxxxx, XXX, Xxxx Xxxxxx Tower, 00 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx,
Xxx Xxxx 00000, (b) in the case of the Owners, at the following address: 00-00
Xxxxx Xxxxxx, Xxxxxxx, Xxxx of Man, or at other such address as shall be
designated by such party in a written notice to the other parties.
19. GENERAL INTERPRETIVE PRINCIPLES. For purposes of this
Agreement except as otherwise expressly provided or unless the context otherwise
requires:
(a) the terms defined in this Agreement have the meanings
assigned to them in this Agreement and include the plural as well as the
singular, and the use of any gender herein shall be deemed to include the other
gender;
(b) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States of America as in effect on the date hereof;
(c) references herein to "Sections", "paragraphs", and other
subdivisions without reference to a document are to designated Sections,
paragraphs and other subdivisions of this Agreement;
(d) a reference to a paragraph of a Section without further
reference to a Section is a reference to such paragraph as contained in the same
Section in which the reference appears, and this rule shall also apply to other
subdivisions;
(e) the words "herein", "hereof", "hereunder" and other words
of similar import refer to this Agreement as a whole and not to any particular
provision; and
(f) the term "include" or "including" shall mean without
limitation by reason of enumeration.
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IN WITNESS WHEREOF, parties hereto have caused this Agreement
to be executed the day and year first above written.
GOLDEN STATE PETRO (IOM I-A) PLC
By:/s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Its: Treasurer
GOLDEN STATE PETRO (IOM-B) PLC
By:/s/ Xxxxxx Xxxxxx
-----------------------------
Name: Xxxxxx Xxxxxx
Its: Assistant Secretary
GOLDEN STATE PETROLEUM
TRANSPORT CORPORATION
By:/s/ Xxxx XxXxxxxx
-----------------------------
Name: Xxxx XxXxxxxx
Its: President
TABLE OF CONTENTS
Page
----
1. Definitions............................................................ 1
2. Appointment............................................................ 1
3. Duties of the Agent.................................................... 1
4. Action Upon Instructions............................................... 1
5. Further Assurances..................................................... 2
6. Restrictions........................................................... 2
7. Furnishing of Documents................................................ 2
8. Resignation of Agent................................................... 2
9. Trust Expenses......................................................... 2
10. Indemnification........................................................ 3
11. Compensation........................................................... 3
12. Severability........................................................... 3
13. Counterparts........................................................... 3
14. Headings............................................................... 3
15. Relationship of Parties................................................ 3
16. Termination............................................................ 3
17. Miscellaneous.......................................................... 3
18. Notices................................................................ 4
19. General Interpretive Principles........................................ 4
