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XXXXXX XXXXXX TRUST COMPANY OF NEW YORK,
AS INDENTURE TRUSTEE
and
Golden State Petro (IOM I-A) PLC
-----------------------------------
ASSIGNMENT OF BUILDING CONTRACT
Dated as of December 1, 1996
-----------------------------------
===============================================================================
Assignment of Building Contract, dated as of December 1, 1996
(the "Assignment"), between Golden State Petro (IOM I-A) PLC (the "Owner") and
United States Trust Company of New York (the "Indenture Trustee"), not in its
individual capacity but solely as trustee under the Indenture (the "Indenture"),
dated as of the date hereof, among the Owner, the Indenture Trustee, Golden
State Petro (IOM I-B) PLC ("Golden State Petro B") and Golden State Petroleum
Transport Corporation ("Golden State Petroleum"), as agent for the Owner and
Golden State Petro B.
PRELIMINARY STATEMENT
On the Closing Date, Golden State Petroleum, as agent for the
Owner and Golden State Petro B, will issue Notes in connection with the
financing of the construction of the Vessel. The Vessel will be constructed
pursuant to the terms and conditions of the Building Contract. Pursuant to the
Agreement on Contract for Technical Matters, Chevron Shipping Company (the
"Technical Supervisor") will supervise the construction of the Vessel. Pursuant
to the Building Contract Guarantee, the Building Contract Guarantor is
guaranteeing the obligations of the Builder under the Building Contract. The
Allocated Principal Amount of the Mortgage Notes for the Vessel will be used,
INTER ALIA, to make the installments due under the Building Contract for the
Vessel. As collateral security for its obligations under the Indenture, the
Owner has and will assign, pledge, mortgage and grant the Indenture Trustee a
security interest in, INTER ALIA, the Building Contract, the Agreement on
Contract for Technical Matters and the Building Contract Guarantee.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and of other valuable consideration, receipt of
which is hereby acknowledged, the Owner and the Indenture Trustee hereby agree
as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined in Schedule 1 to this Assignment,
capitalized terms used in this Assignment shall have the meanings assigned to
such terms in the Indenture.
ARTICLE II
ASSIGNMENT
Section 2.01 SECURITY INTEREST. This Assignment is made and
delivered as security for the Obligations.
Section 2.02 ASSIGNMENT. In order to provide for the payment
of and as security for the Obligations, the Owner has granted, bargained,
assigned, transferred, conveyed, mortgaged, pledged and granted a security
interest in and confirmed, and does hereby grant, bargain, assign, transfer,
convey, mortgage, pledge and grant a security interest in and confirm, to the
Indenture Trustee, its successors and assigns, for its and their respective
successors' and assigns' own proper use and benefit, all of the Owner's right,
title and interest in and to the Building Contract and the Agreement on Contract
for Technical Matters, including without limitation any moneys whatsoever
payable to the Owner thereunder, together with the income
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and proceeds thereof and all other rights and benefits whatsoever accruing to
the Owner thereunder; PROVIDED, HOWEVER, that the Owner shall keep the Indenture
Trustee fully and effectively indemnified from and against all actions, losses,
claims, proceedings, costs, demands and liabilities which may be suffered by the
Indenture Trustee under or by virtue of the Building Contract, the Agreement on
Contract for Technical Matters or this Assignment.
Section 2.03 OWNER TO REMAIN LIABLE. Anything in this
Assignment contained to the contrary notwithstanding, the Owner shall remain
liable under the Building Contract and the Agreement on Contract for Technical
Matters, and shall observe, perform and fulfill all of the conditions and
obligations to be observed, performed and fulfilled by it thereunder, and the
Indenture Trustee shall have no obligation or liability of any kind whatsoever
thereunder or by reason of or arising out of this Assignment, nor shall the
Indenture Trustee be under any liability whatsoever in the event of any failure
by the Owner to perform its obligations thereunder or be required or obligated
in any manner to observe, perform or fulfill any of the conditions or
obligations of the Owner thereunder or pursuant thereto, or to make any payment
or to make any inquiry as to the nature or sufficiency of any payment received
by it or the Owner thereunder, or to present or file any claim, or to take any
other action to collect or enforce the payment of any amounts which may have
been assigned to the Indenture Trustee or to which the Indenture Trustee may be
entitled hereunder at any time or times.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE OWNER
The Owner hereby represents and warrants to the Indenture
Trustee as follows:
Section 3.01 ORGANIZATION, POWER AND STATUS OF THE OWNER. The
Owner (a) is a corporation duly formed, validly existing and in good standing
under the laws of the Isle of Man and (b) is duly authorized, to the extent
necessary, to do business in each jurisdiction where the character of its
properties or the nature of its activities makes such qualification necessary.
The Owner has all requisite corporate power and authority to own and operate the
property it purports to own and to carry on its business as now being conducted
and as proposed to be conducted in respect of the Vessel.
Section 3.02 AUTHORIZATION; ENFORCEABILITY; EXECUTION AND
DELIVERY. (a) The Owner has all necessary corporate power and authority to
execute, deliver and perform under this Assignment.
(b) All action on the part of the Owner that is required for
the authorization, execution, delivery and performance of this Assignment has
been duly and effectively taken; and the execution, delivery and performance of
this Assignment does not require the approval or consent of any Person except
for such consents and approvals as have been obtained on or prior to the Closing
Date.
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(c) This Assignment has been duly executed and delivered by
the Owner. This Assignment constitutes the legal, valid and binding obligation
of the Owner, enforceable against it in accordance with the terms thereof.
Section 3.03 NO CONFLICTS; LAWS AND CONSENTS; NO DEFAULT. (a)
Neither the execution, delivery and performance of this Assignment nor the
consummation of any of the transactions contemplated hereby nor performance of
or compliance with the terms and conditions hereof (i) contravenes any
Requirement of Law applicable to the Owner or (ii) constitutes a default under
the Indenture or any Security Document.
(b) The Owner is in compliance with and not in default under
any and all Requirements of Law applicable to the Owner and all terms and
provisions of this Assignment.
Section 3.04 GOVERNMENTAL APPROVALS. All Governmental
Approvals which are required to be obtained in the name of the Owner in
connection with the execution, delivery and performance by the Owner of this
Assignment have been obtained and are in effect on the Closing Date.
Section 3.05 LITIGATION. There are no actions, suits or
proceedings at law or in equity or by or before any Governmental Authority now
pending against the Owner or, to the best of the Owner's knowledge, threatened
against the Owner or pending or threatened against any property or other assets
or rights of the Owner with respect to this Assignment.
Section 3.06 NO PRIOR ASSIGNMENT. The Owner has not assigned
or pledged, and hereby covenants that it will not assign or pledge, so long as
this Assignment shall remain in effect, the Building Contract or the Agreement
on Contract for Technical Matters or any part of the rights, titles and
interests hereby assigned, to anyone other than the Indenture Trustee, or its
successors or assigns.
Section 3.07 THE AGREEMENTS. Each of the Building Contract and
the Agreement on Contract for Technical Matters constitutes the legal, valid and
binding obligation of the Owner as "Owner" thereunder and is in full force and
effect in the form of Exhibit "A" attached hereto; there are no amendments,
additions, addenda or modifications thereto and neither of the parties thereto
is in default thereunder.
ARTICLE IV
COVENANTS OF THE OWNER
The Owner hereby covenants and agrees that so long as any of
the Obligations remains outstanding:
Section 4.01 CONSENT OF PARTIES TO ASSIGNMENT. On the Closing
Date, the Owner shall deliver to the Builder and the Technical Supervisor a copy
of this Assignment and shall procure the execution by each of the Builder and
the Technical Supervisor of the Consent and
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Acknowledgment set out in Exhibits A-1 and A-2 hereto and deliver said Consent
and Acknowledgment to the Indenture Trustee on the Closing Date.
Section 4.02 ENFORCEMENT OF AGREEMENT. (a) The Owner will do
or permit to be done each and every act or thing which the Indenture Trustee may
from time to time require to be done for the purpose of enforcing the Indenture
Trustee's rights under the Building Contract, the Agreement on Contract for
Technical Matters and this Assignment.
(b) The Owner shall cause all moneys hereby assigned or agreed
to be assigned or arising from or in connection with any of the rights, title,
interest and benefits of the Owner under the Building Contract and the Agreement
on Contract for Technical Matters shall be paid to the credit of 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 Transport Revenue Account,
Attention: Xxxxx Xxxxxxx or to such other account as the Indenture Trustee may
from time to time direct.
(c) The Owner will not exercise any right or powers conferred
on it by the Building Contract and the Agreement on Contract for Technical
Matters in connection with any default or alleged default by the Builder or
Technical Supervisor, respectively, thereunder (including without limitation the
right of termination and substitution) unless and until requested so to do by
the Indenture Trustee whereupon the Owner agrees that it will do so provided
always that the Indenture Trustee shall not be responsible in any way whatsoever
in the event that the exercise of any right or power (including the right of
termination and substitution) be thereafter adjudged improper or to constitute a
repudiation of the Building Contract and the Agreement on Contract for Technical
Matters, as the case may be, by the Owner.
Section 4.03 AMENDMENT OF AGREEMENTS; ASSIGNMENT OF
AGREEMENTS. (a) The Owner will not, except with the previous written consent of
the Indenture Trustee, agree to any variation of the Building Contract or the
Agreement on Contract for Technical Matters or release any party thereto from
any of its obligations thereunder or waive any breach of any party thereto's
obligations thereunder or consent to any such act or omission of such party as
would otherwise constitute such breach.
(b) The Owner will not, except with the previous written
consent of the Indenture Trustee, assign the Building Contract or the Agreement
on Contract for Technical Matters to any other Person.
Section 4.04 PERFORMANCE OF OBLIGATIONS. The Owner will
perform its obligations under the Building Contract and the Agreement on
Contract for Technical Matters and will use its best efforts to cause the other
parties thereto to perform their respective obligations thereunder.
Section 4.05 NOTICES. The Owner will send a copy of all
notices received or given by it under the Building Contract or the Agreement on
Contract for Technical Matters forthwith to the Indenture Trustee.
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Section 4.06 FURTHER ASSURANCES. The Owner will at any time
and from time to time, upon the written request of the Indenture Trustee,
promptly and duly execute and deliver any and all such further instruments and
documents and take such action as the Indenture Trustee may deem desirable in
order to obtain the full benefits of this Assignment and of the rights and
powers herein granted.
Section 4.07 INDENTURE TRUSTEE AS ATTORNEY-IN-FACT OF OWNER.
The Owner hereby constitutes the Indenture Trustee, and its successors and
assigns, its true and lawful attorney-in-fact, irrevocably, with full power in
its own name, in the name of its agents or nominees or in the name of the Owner
or otherwise, to ask, require, demand, receive, enforce and give acquittance
for, any and all moneys and claims for moneys due and to become due and payable
under or arising out of the Building Contract and the Agreement on Contract for
Technical Matters, to endorse any checks or other instruments or orders in
connection therewith and to file any claims or take any action or institute any
proceedings which to the Indenture Trustee may seem to be necessary or advisable
under this Assignment. Any action or proceeding brought by the Indenture Trustee
pursuant to any of the provisions of this Assignment or otherwise and any claim
made by the Indenture Trustee hereunder may be compromised, withdrawn or
otherwise dealt with by the Indenture Trustee without any notice to or approval
of the Owner.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 AMENDMENT. This Assignment may be amended from
time to time by written agreement signed by the parties hereto.
Section 5.02 SEVERABILITY. If any provision of this Assignment
is held to be in conflict with any applicable statute or rule of law or is
otherwise held to be unenforceable for any reason whatsoever, such circumstances
shall not have the effect of rendering the provision in question inoperative or
unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable
to any extent whatsoever. The invalidity of any one or more phrases, sentences,
clauses or Sections of this Assignment contained, shall not affect the remaining
portions of this Assignment, or any part thereof.
Section 5.03 NOTICES. All demands, notices and communications
hereunder shall be in writing, personally delivered or mailed by certified
mail-return receipt requested, and shall be deemed to have been duly given upon
receipt (a) in the case of the Indenture Trustee, at the following address: 000
Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust
Department, (b) in the case of the Owner, 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.
Section 5.04 CONSENT TO JURISDICTION. Any legal suit, action
or proceeding against the Owner arising out of or relating to this Assignment,
or any transaction contemplated
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hereby, may be instituted in any federal or state court in The City of New York,
State of New York, and the Owner hereby irrevocably submits to the jurisdiction
of any such court in any such suit, action or proceeding. The Owner hereby
waives, to the fullest extent permitted by applicable law, any defense which it
may now or hereafter have based upon lack of personal jurisdiction or venue or
FORUM NON CONVENIENS. The Owner hereby irrevocably appoints and designates CT
Corporation System, having an address at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, its
true and lawful attorney-in-fact and duly authorized agent for the limited
purpose of accepting servicing of legal process and the Owner agrees that
service of process upon such party shall constitute personal service of such
process on such Person. The Owner shall maintain the designation and appointment
of such authorized agent until all amounts payable under this Assignment shall
have been paid in full. If such agent shall cease to so act, the Owner shall
immediately designate and appoint another such agent satisfactory to the
Indenture Trustee and shall promptly deliver to the Indenture Trustee evidence
in writing of such other agent's acceptance of such appointment.
Section 5.05 CAPTIONS. The captions or headings in this
Assignment are for convenience only and in no way define, limit or describe the
scope or intent of any provisions or sections of this Assignment.
Section 5.06 GOVERNING LAW. This Assignment shall be governed
by and interpreted in accordance with the laws of the State of New York, without
giving effect to the principles of conflicts of law.
Section 5.07 NO PARTNERSHIP. Nothing herein contained shall be
deemed or construed to create a partnership or joint venture among the parties
hereto, and the services of each party shall be rendered as an independent
contractor and not as agent for any other party.
Section 5.08 COUNTERPARTS. This Assignment may be executed in
any number of counterparts and by different parties hereto on separate
counterpart, each of which shall be deemed to be an original. Such counterparts
shall constitute one and the same agreement.
Section 5.09 SURVIVAL. The representations, covenants and
agreements contained in or made pursuant to this Assignment in respect of either
party hereto shall survive the execution and delivery of this Assignment and
shall continue in effect so long as such party's obligations hereunder remain
outstanding.
Section 5.10 INTEGRATION. This Assignment and the Schedule and
Exhibits hereto constitute the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersede all prior
agreements, understandings or representations pertaining to the subject matter
hereof, whether oral or written. There are no warranties, representations or
other agreements between the parties in connection with the subject matter
hereof except as specifically set forth or incorporated herein.
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Section 5.11 REPRODUCTION OF DOCUMENTS. This Assignment and
all documents relating thereto, including, without limitation, (a) consents,
waivers and modifications which may hereafter be executed, (b) documents
received by any party at the closing, and (c) financial statements, certificates
and other information previously or hereafter furnished, may be reproduced by
any photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding (whether or not the original is in existence and whether or not such
reproduction was made in the regular course of business) and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
Section 5.12 SUCCESSORS AND ASSIGNS; ASSIGNMENT. This
Assignment shall be binding upon and inure to the benefit of the Owner and the
Indenture Trustee and their respective successors and assigns. The Owner shall
not have the right to assign its rights hereunder or any interest herein without
the prior written consent of the Indenture Trustee. The Indenture Trustee, at
its sole option, shall have the right to assign this Assignment, the Indenture,
the Security Documents and any of its rights and interest hereunder in
accordance with the terms and provisions of the Indenture and the Security
Documents.
Section 5.13 GENERAL INTERPRETIVE PRINCIPLES. For purposes of
this Assignment except as otherwise expressly provided or unless the context
otherwise requires:
(a) the defined terms in this Assignment shall include the
plural as well as the singular, and the use of any gender herein shall be deemed
to include any other gender;
(b) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles as in effect on the date hereof;
(c) references herein to "Articles", "Sections",
"Subsections", "paragraphs", and other subdivisions without reference to a
document are to designated Articles, Sections, Subsections, paragraphs and other
subdivisions of this Assignment;
(d) a reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to paragraphs and
other subdivisions;
(e) the words "herein", "hereof", "hereunder" and other words
of similar import refer to this Assignment as a whole and not to any particular
provision; and
(f) the term "include" or "including" shall mean without
limitation by reason of enumeration.
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Section 5.14 EFFECTIVE DATE OF TRANSACTION. Notwithstanding
the fact that this Assignment is dated as of December 24, 1996, the transactions
set forth herein shall not be effective until the Closing Date.
IN WITNESS WHEREOF, the Owner and the Indenture Trustee have
caused this Assignment to be duly executed and delivered by their respective
officers thereunto duly authorized all as of the day and year first above
written.
United States Trust Company of New York,
as Indenture Trustee
By:/s/ Xxxxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
Golden State Petro (IOM I-A) PLC, as Owner
By:/s/ Xxxxxx Xxxxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Treasurer
Exhibit A-1
LETTER OF ACKNOWLEDGMENT
TO ASSIGNMENT OF BUILDING CONTRACT
[Date]
United States Trust Company of New York,
as Indenture Trustee
Dear Sirs:
The undersigned hereby consents to and acknowledges receipt of
a signed copy of the Assignment of Building Contract (the "Assignment"), dated
as of _________, between Golden State Petro (IOM I-A) PLC (the "Owner") and
United States Trust Company of New York, not in its individual capacity but
solely as trustee (the "Indenture Trustee") as adequate notice of such
assignment to the Indenture Trustee of the Building Contract (as defined in the
Assignment) and of all the right, title and interest of the Owner in, to and
under the Building Contract.
So long as the Assignment remains effective, we hereby agree
that we shall pay any and all sums which we are legally obligated to pay to the
Owner or otherwise as stated in and according to the Building Contract directly
to _______________________ Golden State Petroleum Revenue Account, Attention:
___________________, or otherwise to such other account as you may at any time
or from time to time, designate by notice to us in writing.
We confirm that the terms of the Building Contract remain in
full force and effect that the Owner is not presently to our knowledge in breach
of the terms of the Building Contract. We further confirm that the terms of the
Building Contract have not been varied or modified and that the terms of the
Building Contract will not after the date hereof be varied or modified without
the prior written consent of the Indenture Trustee.
We confirm that we have received no prior notice of any
assignment by the Owner of any interest in the Building Contract.
The undersigned will not permit any amendment, modification,
cancellation or other alteration in the Building Contract, nor will it consent
to or accept the substitution thereunder of any party for the Owner without your
prior written consent.
SAMSUNG CORPORATION
By: ______________________________________
Name:_____________________________________
Title:____________________________________
SAMSUNG HEAVY INDUSTRIES, LTD.
By: ______________________________________
Name:_____________________________________
Title:____________________________________
Exhibit A-2
LETTER OF ACKNOWLEDGMENT
TO ASSIGNMENT OF AGREEMENT ON CONTRACT FOR TECHNICAL MATTERS
[Date]
United States Trust Company of New York,
as Indenture Trustee
Dear Sirs:
The undersigned hereby consents to and acknowledges receipt of
a signed copy of the Assignment of Building Contract (the "Assignment"), dated
as of _________, between Golden State Petro (IOM I-A) PLC (the "Owner") and
United States Trust Company of New York, not in its individual capacity but
solely as trustee (the "Indenture Trustee") as adequate notice of such
assignment to the Indenture Trustee of the Agreement on Contract for Technical
Matters (as defined in the Assignment) and of all the right, title and interest
of the Owner in, to and under the Agreement on Contract for Technical Matters.
So long as the Assignment remains effective, we hereby agree
that (a) we shall pay any and all sums which we are legally obligated to pay to
the Owner or otherwise as stated in and according to the Agreement on Contract
for Technical Matters directly to _______________________ Golden State Petroleum
Revenue Account, Attention: ___________________, or otherwise to such other
account as you may at any time or from time to time, designate by notice to us
in writing.
We confirm that the terms of the Agreement on Contract for
Technical Matters remain in full force and effect that the Owner is not
presently to our knowledge in breach of the terms of the Agreement on Contract
for Technical Matters. We further confirm that the terms of the Agreement on
Contract for Technical Matters have not been varied or modified and that the
terms of the Agreement on Contract for Technical Matters will not after the date
hereof be varied or modified without the prior written consent of the Indenture
Trustee.
We confirm that we have received no prior notice of any
assignment by the Owner of any interest in the Agreement on Contract for
Technical Matters.
The undersigned will not permit any amendment, modification,
cancellation or
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other alteration in the Agreement on Contract for Technical Matters, nor will it
consent to or accept the substitution thereunder of any party for the Owner
without your prior written consent.
SAMSUNG CORPORATION
By: ______________________________________
Name:_____________________________________
Title:____________________________________
SAMSUNG HEAVY INDUSTRIES, LTD.
By: ______________________________________
Name:_____________________________________
Title:____________________________________
CHEVRON SHIPPING COMPANY
By: ______________________________________
Name:_____________________________________
Title:____________________________________
SCHEDULE 1
ADDITIONAL DEFINED TERMS USED IN THE ASSIGNMENT
"AGREEMENT ON CONTRACT FOR TECHNICAL MATTERS" means, the Agreement
Regarding Technical Matters, dated as of the Closing Date, between the Owner,
Samsung Heavy Industries Co., LTD and the Technical Supervisor.
"ASSIGNMENT" or "ASSIGNMENT OF BUILDING CONTRACT" means, for each
Vessel, the Building Contract Assignment, dated as of the Closing Date, between
the related Owner and the Indenture Trustee, pursuant to which such Owner
collaterally assigns its rights, title and interests in the related Building
Contract and the Agreement on Contract for Technical Matters to the Indenture
Trustee.
"ASSIGNMENT OF BUILDING CONTRACT GUARANTEE" means, for each Building
Contract Guarantee, the Assignment of Building Contract Guarantee, dated as of
the Closing Date, between the related Owner and the Indenture Trustee, as the
same may be amended from time to time, pursuant to which such Owner collaterally
assigns its rights, title and interest in the related Building Contract
Guarantee therein to the Indenture Trustee.
"ASSIGNMENT OF CHARTER" means the assignment between the Owner and the
Indenture Trustee, as amended from time to time in accordance with the terms
thereof, pursuant to which the Owner collaterally assigns to the Indenture
Trustee all of the Owner's right, title and interest in, to and under the
Initial Charter to secure its obligations under the Indenture.
"ASSIGNMENT OF CHARTER SUPPLEMENT" means, for each Charter Supplement,
the Assignment of Charter Supplement, dated the date of the Supplemental
Indenture, between the Owner of the Vessel and the Indenture Trustee, as the
same may be amended from time to time pursuant to which the Owner collaterally
assigns all of the Owner's right, title and interest therein to the Indenture
Trustee.
"ASSIGNMENT OF CHEVRON GUARANTEE" means the assignment between the
Owner and the Indenture Trustee, as amended from time to time in accordance with
the terms thereof, pursuant to which the Owner collaterally assigns to the
Indenture Trustee all of the Owner's right, title and interest in, to and under
the Chevron Guarantee to secure its obligations under the Indenture.
"ASSIGNMENT OF EARNINGS AND INSURANCES" means the assignment between
the Owner and the Indenture Trustee, as amended from time to time in accordance
with the terms thereof, pursuant to which the Owner collaterally assigns to the
Indenture Trustee all of the Owner's right, title and interest in, to and under
the freights and hires (as well as any charters entered into after the Delivery
Date) with respect to the Vessel to secure its obligations under the Indenture.
"ASSIGNMENT OF MANAGEMENT AGREEMENT" means the assignment between the
Owner and the Indenture Trustee, as amended from time to time in accordance with
the terms thereof, pursuant to which the Owner collaterally assigns to the
Indenture Trustee all of the Owner's
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right, title and interest in, to and under the Management Agreement to secure
its obligations under the Indenture.
"BUILDER" means, collectively, Samsung Corporation and Samsung Heavy
Industries, Ltd.
"BUILDING CONTRACT" means the Shipbuilding Contract, dated December 24,
1996, between the Builder and the Owner.
"BUILDING CONTRACT GUARANTEE" means the Irrevocable Installment Payment
Letter of Guarantee, dated December 24, 1996, given by the Building Contract
Guarantor to the Owner in connection with the Vessel.
"BUILDING CONTRACT GUARANTOR" means Korea Development Bank.
"CHEVRON" means Chevron Corporation, a Delaware corporation, and its
successors and assigns.
"CHEVRON GUARANTEE" means the Guarantee, dated the Closing Date, given
by Chevron to the Owner in connection with the Initial Charter.
"CLOSING DATE" means December 24, 1996.
"COLLATERAL" means the collateral assigned, pledged or granted to the
Indenture Trustee pursuant to (i) the Assignment of Charter, (ii) the Assignment
of Earnings and Insurances, (iii) the Assignment of Charter Supplement, (iv) the
Mortgage, (v) the Assignment of Chevron Guarantee, (vi) the Assignment of
Management Agreement, (vii) this Assignment of Building Contract, (viii) the
Assignment of Building Contract Guarantee, (ix) the Issue of One Debenture and
(x) the Stock Pledge, together with all income and proceeds thereof.
"DELIVERY DATE" means the date the Vessel is accepted by the Owner from
the Builder under the Building Contract.
"INDENTURE" means the Indenture, dated as of December 1, 1996 among the
Indenture Trustee, the Owner, Golden State Petro B and Golden State Petroleum,
pursuant to which the Notes were issued.
"INDENTURE TRUSTEE" means United States Trust Company of New York.
"INITIAL CHARTER" means with respect to each Vessel, the bareboat
charter, dated as of December 24, 1996, between the Initial Charterer and the
Owner.
"INITIAL CHARTERER" means Chevron Transport Corporation, a Liberian
corporation.
"ISSUE OF ONE DEBENTURE" means each Issue of One Debenture between the
Owner and the Indenture Trustee, as amended from time to time in accordance with
the terms thereof,
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pursuant to which the Owner grants to the Indenture Trustee a security interest
in all of its assets.
"MANAGEMENT AGREEMENT" means the agreement, dated the Closing Date,
between the Owner and the Manager pursuant to which the Manager agrees to
provide certain services to the Owner.
"MANAGER" means the Person performing the duties of the Manager under
the Management Agreement, initially Cambridge Fund Management L.L.C.
"MORTGAGE" means, with respect to the Vessel, the first preferred ship
mortgage on the Vessel granted by the Owner to the Indenture Trustee, as amended
from time to time in accordance with the terms of such Mortgage.
"OBLIGATIONS" means the payment, performance or obligations of any kind
or nature whatsoever of the Owner under and pursuant to the Indenture, any
Security Document and any instrument, agreement or document referred to therein.
"OWNER" means Golden State Petro (IOM I-A) PLC, a company organized
under the laws of the Isle of Man.
"SECURITY DOCUMENTS" means the Indenture, the Mortgage, the Assignment
of Charter, the Assignments of Charter Supplements, the Assignment of Earnings
and Insurances, the Assignment of Chevron Guarantee, the Assignment of
Management Agreement, this Assignment of Building Contract, the Issue of One
Debenture, the Stock Pledge and the Assignment of Building Contract Guarantee,
collectively.
"TECHNICAL SUPERVISOR" means Chevron Shipping Company, San Francisco,
California (as Agent for the Initial Charterer).
"VESSEL" means Hull No. 1228.
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS............................... 1
ARTICLE II
ASSIGNMENT................................. 1
Section 2.01 Security Interest.......................................... 1
Section 2.02 Assignment................................................. 1
Section 2.03 Owner to Remain Liable..................................... 2
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE OWNER....................... 2
Section 3.01 Organization, Power and Status of the Owner................ 2
Section 3.02 Authorization; Enforceability; Execution and Delivery...... 2
Section 3.03 No Conflicts; Laws and Consents; No Default................ 3
Section 3.04 Governmental Approvals..................................... 3
Section 3.05 Litigation................................................. 3
Section 3.06 No Prior Assignment........................................ 3
Section 3.07 The Agreements............................................. 3
ARTICLE IV
COVENANTS OF THE OWNER........................... 3
Section 4.01 Consent of Parties to Assignment........................... 3
Section 4.02 Enforcement of Agreement................................... 3
Section 4.03 Amendment of Agreements; Assignment of Agreements.......... 4
Section 4.04 Performance of Obligations................................. 4
Section 4.05 Notices.................................................... 4
Section 4.06 Further Assurances......................................... 4
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Section 4.07 Indenture Trustee as Attorney-in-Fact of Owner............. 5
ARTICLE V
MISCELLANEOUS PROVISIONS....................... 5
Section 5.01 Amendment.................................................. 5
Section 5.02 Severability............................................... 5
Section 5.03 Notices.................................................... 5
Section 5.04 Consent to Jurisdiction.................................... 5
Section 5.05 Captions................................................... 6
Section 5.06 Governing Law.............................................. 6
Section 5.07 No Partnership............................................. 6
Section 5.08 Counterparts............................................... 6
Section 5.09 Survival................................................... 6
Section 5.10 Integration................................................ 6
Section 5.11 Reproduction of Documents.................................. 6
Section 5.12 Successors and Assigns; Assignment......................... 7
Section 5.13 General Interpretive Principles............................ 7
Section 5.14 Effective Date of Transaction.............................. 7
