8.04% FIRST PREFERRED MORTGAGE NOTES DUE 2019
REGISTRATION RIGHTS AGREEMENT
Dated as of December 24, 1996
by and among
GOLDEN STATE PETROLEUM CORPORATION, as Agent
GOLDEN STATE PETRO (IOM I-A) PLC
GOLDEN STATE PETRO (IOM I-B) PLC
and
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
SECURITIES CORPORATION
8.04% FIRST PREFERRED MORTGAGE NOTES DUE 2019
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is made and entered into as of
December 24, 1996, by and among Golden State Petroleum Transport Corporation, a
Delaware corporation ("GOLDEN STATE PETROLEUM"), as agent on behalf of the
Owners (as defined herein), Golden State Petro (IOM I-A) PLC and Golden State
Petro (IOM I-B) PLC (each, an "OWNER," and together with Golden State Petroleum,
the "COMPANIES") and ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, as
initial purchaser (the "INITIAL PURCHASER") of the $127,100,000 aggregate
principal amount of original 8.04% First Preferred Mortgage Notes Due 2019 (the
"Notes") issued by Golden State Petroleum.
Concurrently herewith, the Initial Purchaser has entered into a
separate registration rights agreement (the "CHEVRON REGISTRATION RIGHTS
AGREEMENT") with Chevron Corporation, a Delaware corporation ("CHEVRON"), and
Chevron Transport Corporation, a Liberian corporation ("CHEVRON TRANSPORT").
Pursuant to the Chevron Registration Rights Agreement, Chevron and Chevron
Transport have agreed, inter alia, to use their reasonable best efforts to
assist in the consummation of the transactions contemplated by this Agreement
and, to the extent required by the Securities and Exchange Commission (the
"SEC"), file and have declared effective a registration statement (the "CHEVRON
REGISTRATION STATEMENT"), which shall contain a prospectus (the "CHEVRON
PROSPECTUS").
This Agreement is made pursuant to the Purchase Agreement, dated
December 19, 1996, among the Companies and the Initial Purchaser (the "PURCHASE
AGREEMENT") relating to the purchase and sale of the Notes. In order to induce
the Initial Purchaser to purchase the Notes, the Companies have agreed to
provide the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the Initial Purchaser's purchase of
the Notes as contemplated by the Purchase Agreement and this Agreement is made
expressly for the benefit of Chevron, Chevron Transport and the holders of the
Notes as third party beneficiaries. The provisions of Section 5 hereof are made
expressly for the benefit of the Trustee (as defined herein) on behalf of the
holders of the Registrable Notes (as defined herein).
The parties hereby agree as follows:
1 DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings:
ACCEPTANCE DATE: As defined in Section 2.(d)(ii) hereof.
AFFILIATE: Of any specified person shall mean any other person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"CONTROL," when used with respect to any person, means the power to direct the
management and policies of such person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise. The terms
"AFFILIATED," "CONTROLLING" and "CONTROLLED" have meanings correlative to the
foregoing.
AGREEMENT: This Registration Rights Agreement, as the same may be
amended, supplemented or modified from time to time in accordance with the terms
hereof.
BUSINESS DAY: Any day except Saturday, Sunday and any day which shall
be a legal holiday or a day on which banking institutions in the states of New
York or California generally are authorized or required by law or other
government actions to close.
CHEVRON: Chevron Corporation, a Delaware corporation.
CHEVRON OBLIGATIONS: Collectively, (i) Chevron Transport's obligations
under the Bareboat Charter dated December 24, 1996 between Chevron Transport and
Golden State Petro (IOM I-A) PLC, (ii) Chevron Transport's obligations under the
Bareboat Charter dated December 24, 1996 between Chevron Transport and Golden
State Petro (IOM I-B) PLC and (iii) Chevron's obligations under its guarantees
of each such Bareboat Charter.
CHEVRON PROSPECTUS: The prospectus included in the Chevron Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated pursuant to the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Chevron Obligations
covered by the Chevron Registration Statement, and all other amendments and
supplements to the Chevron Prospectus, including post-effective amendments, and
all material incorporated by reference or deemed to be incorporated by reference
in the Chevron Prospectus.
2
CHEVRON REGISTRATION STATEMENT: A co-registration statement of Chevron
and Chevron Transport relating to the Chevron Obligations, pursuant to the
provisions of the Chevron Registration Rights Agreement, including the Chevron
Prospectus, amendments and supplements to such registration statement or Chevron
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by
reference in such registration statement.
CHEVRON TRANSPORT: Chevron Transport Corporation, a Liberian
corporation.
COMPANIES: Golden State Petroleum and the Owners.
CONSUMMATE OR CONSUMMATE: When used to qualify the term "Exchange
Offer" shall mean to validly and lawfully issue and deliver the New Notes
pursuant to the Exchange Offer in exchange for all Registrable Notes tendered
pursuant thereto.
EFFECTIVE DATE: The date on which the SEC declares the Registration
Statement to be effective.
EFFECTIVE PERIOD: As defined in Section 3 hereof.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated by the SEC thereunder.
EXCHANGE DATE: The date on which the Exchange Offer is consummated
which shall in any event be on or before the 30th Business Day after the
Effective Date of the Exchange Offer Registration Statement.
EXCHANGE OFFER: An offer to issue, in exchange for any and all of the
Registrable Notes, a like aggregate principal amount of New Notes, which offer
shall be made by the Companies pursuant to Section 2 hereof.
EXCHANGE OFFER REGISTRATION STATEMENT: Any registration statement of
the Companies that covers the New Notes pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.
FILING DATE: The date the Registration Statement is filed with the SEC.
3
GOLDEN STATE PETROLEUM: Golden State Petroleum Transport Corporation, a
Delaware corporation, as agent on behalf of the Owners.
INDEMNIFIED PARTY: As defined in Section 7.(d) hereof.
INDEMNIFYING PARTY: As defined in Section 7.(d) hereof.
INDENTURE: The Indenture, dated December 1, 1996, among the Companies
and the Trustee thereunder pursuant to which the Notes are being issued, as
amended or supplemented from time to time in accordance with the terms thereof.
INITIAL PURCHASER: As defined in the preamble hereof.
NEW NOTES: The 8.04% First Preferred Mortgage Notes Due 2019 issued by
Golden State Petroleum that are identical to the Notes in all material respects,
except that the offer and exchange thereof pursuant to the Exchange Offer shall
have been registered pursuant to an effective Exchange Offer Registration
Statement under the Securities Act and shall not bear any restrictions on
transfer.
NOTES: The $127,100,000 aggregate principal amount of original 8.04%
First Preferred Mortgage Notes Due 2019 issued by Golden State Petroleum
pursuant to the Indenture.
OWNERS: Golden State Petro (IOM I-A) PLC and Golden State Petro (IOM
I-B) PLC, each of which is an Isle of Man public limited company.
PARTICIPATING BROKER-DEALER: As defined in Section 2.(e) hereof.
PAYING AGENT: As defined in the Indenture.
PROCEEDING: An action, claim, suit or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.
PROSPECTUS: The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated pursuant to the Securities
Act), as amended or supplemented by any prospectus supplement, with respect to
the terms of the offering of any portion of the Registrable Notes or the New
Notes covered by such Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by
4
reference or deemed to be incorporated by reference in such Prospectus. If
required by the SEC in order to permit the consummation of the Exchange Offer,
the Prospectus included in the Exchange Offer Registration Statement shall
include, as an appendix, the Chevron Prospectus.
REGISTRABLE NOTE: Each Note, upon original issuance thereof and at all
times subsequent thereto, until, in the case of any such Note, (i) the date on
which it has been exchanged by a person other than a broker-dealer for a New
Note in the Exchange Offer, (ii) the date on which it has been effectively
registered pursuant to the Securities Act and disposed of in accordance with the
Shelf Registration Statement, (iii) it has been distributed to the public
pursuant to Rule 144 under the Securities Act or (iv) after the expiration date
of the holding period applicable to sale of such Note pursuant to Rule 144(k)
(or any similar provisions then in effect).
REGISTRATION EVENT: As defined in Section 5 hereof.
REGISTRATION STATEMENT: Any Exchange Offer Registration Statement and
any Shelf Registration Statement.
RULE 144: Rule 144 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.
RULE 144A: Rule 144A promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.
RULE 158: Rule 158 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.
RULE 174: Rule 174 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.
RULE 415: Rule 415 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
5
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.
RULE 424: Rule 424 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.
SEC: The Securities and Exchange Commission.
SECURITIES ACT: The Securities Act of 1933, as amended, and the rules
and regulations promulgated by the SEC thereunder.
SHELF NOTICE: As defined in Section 2.(c) hereof.
SHELF REGISTRATION: As defined in Section 3 hereof.
SHELF REGISTRATION STATEMENT: Any registration statement of the
Companies that covers the Registrable Notes pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement, and is
filed pursuant to Rule 415.
SPECIAL COUNSEL: Any special counsel as may be designated by the
holders of a majority in aggregate principal amount of Registrable Notes
outstanding.
SPECIAL INTEREST: As defined in Section 5 hereof.
TIA: The Trust Indenture Act of 1939, as amended.
TRUSTEE: United States Trust Company of New York, as trustee under the
Indenture.
UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration in
connection with which securities of any of the Companies are sold to an
underwriter for reoffering to the public pursuant to an effective Registration
Statement.
6
2 REGISTERED EXCHANGE OFFER
(a) Subject to Section 2.(c) below, the Companies shall file with the
SEC on or prior to the 30th day after the date hereof an Exchange Offer
Registration Statement. The Companies will use their reasonable best efforts to
have the Exchange Offer Registration Statement declared effective by the SEC on
or prior to the 105th day (or if the Companies are unable to do so, as soon as
possible thereafter) after the date hereof. Unless the Exchange Offer would not
be permitted by applicable law or SEC policy, the Companies will commence the
Exchange Offer and use their reasonable best efforts to issue New Notes on or
prior to the 30th Business Day (or if the Companies are unable to do so, as soon
as possible thereafter) after the date on which the Exchange Offer Registration
Statement was declared effective by the SEC. The offer and exchange of the New
Notes pursuant to the Exchange Offer shall be registered pursuant to the
Securities Act on the appropriate form and duly registered or qualified under
applicable state securities or Blue Sky laws and will comply with all applicable
tender offer rules and regulations of and pursuant to the Exchange Act and state
securities or Blue Sky laws. The Exchange Offer shall not be subject to any
condition, other than that the Exchange Offer does not violate any applicable
law. No securities shall be included in the Exchange Offer Registration
Statement other than the New Notes.
(b) The Companies may require each holder of Registrable Notes
participating in the Exchange Offer to represent to the Companies that at the
time of the consummation of the Exchange Offer (i) any New Notes received by
such holder will be acquired in the ordinary course of its business and (ii)
such holder will have no arrangement or understanding with any person to
participate in the distribution of the New Notes within the meaning of the
Securities Act.
(c) If (i) the Companies are not required to file the Exchange Offer
Registration Statement or are not permitted to consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or SEC policy or
(ii) prior to the consummation of the Exchange Offer, any holder of Registrable
Notes notifies the Companies that (A) it is prohibited by law or SEC policy from
participating in the Exchange Offer or (B) it may not resell the New Notes
acquired by it in the Exchange Offer to the public without delivering a
prospectus and the prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales or (C) it is a
broker-dealer and owns Notes acquired directly from the Companies or an
Affiliate of the Companies, the Companies shall cease to be obligated under
Section 2.(a) above with respect to the Exchange Offer and shall promptly
deliver to the holders of the Registrable Notes and the Trustee notice thereof
(the "SHELF NOTICE") and shall thereafter file a Shelf Registration Statement
pursuant to Section 3. Following the delivery of a
7
valid Shelf Notice in accordance with the provisions hereof, the Companies shall
not have any further obligation under this Section 2.
(d) The Companies shall commence the Exchange Offer (within the time
periods set forth herein) by mailing the related Prospectus and appropriate
accompanying documents to each holder of Registrable Notes providing, in
addition to such other disclosures as are required by applicable law, that:
(i) the Exchange Offer is being made pursuant to this Agreement
and that all Registrable Notes validly tendered will be accepted for
exchange;
(ii) the date of acceptance of Registrable Notes tendered for
exchange (the "ACCEPTANCE DATE"); and
(iii) holders of Registrable Notes electing to have any such Note
exchanged pursuant to the Exchange Offer will be required to surrender
such Note in denominations of $1,000 or an integral multiple thereof,
together with the letters of transmittal enclosed therewith, to the
institution and at the address (located in the Borough of Manhattan,
The City of New York) specified in the notice prior to the close of
business on the Exchange Date, PROVIDED that reasonable best efforts
shall be used by the Companies to ensure that customary guaranteed
delivery procedures are available for the holders to elect to use.
On the Exchange Date, the Companies or their agent shall accept for
exchange all Registrable Notes or portions thereof tendered and not validly
withdrawn pursuant to the Exchange Offer. As soon as practicable after the
Acceptance Date (but in no event later than the Exchange Date), the Companies or
their agent shall deliver, or cause to be delivered, to the Trustee for
cancellation all Registrable Notes or portions thereof so accepted for exchange
by the Companies and issue, and cause the Trustee to promptly authenticate under
the Indenture and mail to each holder, a New Note equal in principal amount to
the aggregate principal amount of the Registrable Notes surrendered by such
holder.
(e) The Companies have been informed that the Staff of the SEC has
taken the position that any broker-dealer that owns New Notes that were received
by such broker-dealer for its own account in the Exchange Offer (a
"PARTICIPATING BROKER-DEALER") may be deemed to be an "underwriter" within the
meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes (other than a resale of an unsold allotment resulting from the original
placement of the Registrable Notes).
8
The Companies have also been informed that the Staff of the SEC has
taken the position that if the Prospectus contained in the Registration
Statement includes a plan of distribution containing a statement to the above
effect and the means by which Participating Broker-Dealers may resell the New
Notes, without naming the Participating Broker-Dealers or specifying the amount
of New Notes owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligations under the
Securities Act in connection with the resales of New Notes for their own
accounts, so long as the Prospectus otherwise meets the requirements of the
Securities Act.
In light of the above, notwithstanding the other provisions of this
Agreement, the Companies agree that the provisions of this Agreement as they
relate to a Shelf Registration shall also apply to an Exchange Offer to the
extent, and with such reasonable modifications thereto as may be, reasonably
requested by any Participating Broker-Dealer or the Companies, in each case as
provided in clause 2.(e)(ii), in order to expedite or facilitate the disposition
of any New Notes by Participating Broker-Dealers consistent with the positions
of the Staff of the SEC recited in this Section 2.(e); PROVIDED that:
(i) the Companies shall not be required to amend or supplement
the Prospectus contained in the Registration Statement, as would
otherwise be contemplated by this Agreement, for a period exceeding 180
days after the Exchange Date (as such period may be extended pursuant
to the terms of this Agreement relating to a Shelf Registration) and
Participating Broker-Dealers shall not be authorized by the Companies
to deliver and shall not deliver such Prospectus after such period in
connection with the resales contemplated by this Section 2.(e); and
(ii) the application of the Shelf Registration procedures set
forth in this Section 2.(e) of this Agreement to an Exchange Offer, to
the extent not otherwise required by the positions of the Staff of the
SEC or the Securities Act, will be in conformity with the reasonable
request to the Companies by anyone who certified to the Companies in
writing a reasonable period prior to the Filing Date that they
anticipate that they may be a Participating Broker-Dealer.
3 SHELF REGISTRATION
If a Shelf Notice is delivered (or should have been delivered) as
contemplated by Section 2.(c), then the Companies shall use their reasonable
best efforts to prepare and file, as promptly as reasonably practicable
thereafter, with the SEC a Shelf Registration Statement for an offering to be
made on a continuous
9
basis pursuant to Rule 415 covering all of the Registrable Notes (the "SHELF
REGISTRATION"). The Companies shall use their reasonable best efforts to (i)
file a Shelf Registration Statement with the SEC on or prior to the 30th day (or
if the Companies are unable to do so, as soon as possible thereafter) after such
filing obligation arises, (ii) cause the Shelf Registration Statement to become
effective under the Securities Act on or prior to the 105th day (or if the
Companies are unable to do so, as soon as possible thereafter) after such
obligation arises and (iii) keep the Shelf Registration Statement continuously
effective under the Securities Act for the period (the "EFFECTIVE PERIOD") from
the date of its effectiveness to the earlier of: (A) such time as the Notes
issued on the Delayed Closing Date (as defined in the Purchase Agreement) may be
freely resold pursuant to Rule 144(k) by a person who is not an Affiliate of the
Companies and (B) the next day following the date that all Registrable Notes
covered by the Shelf Registration Statement have been sold pursuant thereto;
PROVIDED that the Effective Period shall be extended to the extent required to
permit dealers to comply with the applicable prospectus delivery requirements
under Rule 174.
4 REGISTRATION PROCEDURES
In connection with the Companies' registration obligations hereunder,
the Companies shall effect such registrations on the appropriate form for the
offer and sale of the Registrable Notes or offer and exchange of the New Notes,
as applicable, to (i) permit the offer and sale of New Notes or (ii) permit the
offer and exchange of the Registrable Notes in accordance with the method or
methods of disposition thereof specified by the holders of a majority in
aggregate principal amount of Registrable Notes, and in furtherance thereof the
Companies shall:
(a) No fewer than five Business Days prior to the initial filing of
any Shelf Registration Statement or Prospectus with respect thereto and no fewer
than two Business Days prior to the filing of any amendment or supplement
thereto (including any document that would be incorporated or deemed to be
incorporated therein by reference), furnish to the Initial Purchaser, Chevron,
Chevron Transport, the holders of the Registrable Notes, their Special Counsel
and the managing underwriters, if any, copies of all such documents proposed to
be filed, which documents (other than those incorporated or deemed to be
incorporated by reference) will be subject to the review of such holders, their
Special Counsel and such managing underwriters, if any, and cause the officers
and directors of the Companies, counsel to the Companies and independent
certified public accountants to the Companies to respond to such inquiries as
shall be necessary, in the opinion of respective counsel to such holders and
such managing underwriters, to conduct a reasonable investigation within the
meaning of the Securities Act; PROVIDED that the Companies shall not be deemed
to have kept a Shelf Registration Statement effective during the period required
hereunder if they voluntarily take
10
any action that results in holders of the Registrable Notes covered thereby not
being able to sell such Registrable Notes pursuant to Federal securities laws
during that period. The Companies shall not file any such Shelf Registration
Statement or Prospectus relating thereto or any amendments or supplements
thereto to which the holders of a majority of the Registrable Notes, their
Special Counsel or the managing underwriters, if any, shall reasonably object on
a timely basis (within three and one Business Days of receipt thereof, in the
case of the initial filing and the filing of any amendment or supplement,
respectively);
(b) Prepare and file with the SEC such amendments, including
post-effective amendments, to each Registration Statement as may be necessary to
keep such Registration Statement continuously effective for the applicable time
period; cause the related Prospectus to be supplemented by any required
Prospectus supplement and as so supplemented to be filed pursuant to Rule 424
(or any similar provisions then in force) under the Securities Act; and comply
with the provisions of the Securities Act and the Exchange Act with respect to
the disposition of all securities covered by such Registration Statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such Registration Statement as so amended or in
such Prospectus as so supplemented;
(c) Notify the Initial Purchaser, Chevron, Chevron Transport, the
holders of Registrable Notes to be sold or, in the case of an Exchange Offer,
tendered for, their Special Counsel and the managing underwriters, if any,
promptly (and, in the case of clause 4.(c)(i)(A), in no event less than two
Business Days prior to such filing) (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment is being filed, and (B) with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective, (ii) in the case of a Shelf Registration Statement, of any request by
the SEC or any other Federal or state governmental authority for amendments or
supplements to such Shelf Registration Statement or related Prospectus or for
additional information, (iii) of the issuance by the SEC, any state securities
commission, any other governmental agency or any court of any stop order, order
or injunction suspending or enjoining the use or the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose,
(iv) if at any time any of the representations and warranties of the Companies
contained in any agreement (including any underwriting agreement) contemplated
hereby cease to be true and correct in all material respects, (v) of the receipt
by the Companies of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable Notes or
New Notes for sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose, and (vi) in the case of a Shelf Registration
Statement, of the happening of any event that makes any statement made in such
Shelf Registration Statement or related Prospectus or any
11
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in such Shelf
Registration Statement, Prospectus or documents so that, in the case of the
Shelf Registration Statement, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, not misleading, and so that, in the
case of the related Prospectus, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;
(d) Use their reasonable best efforts (i) to avoid the issuance of,
or, if issued, obtain the withdrawal of, any order enjoining or suspending the
use or effectiveness of a Registration Statement and (ii) to obtain the lifting
of any suspension of the qualification (or exemption from qualification) of any
of the Registrable Notes or New Notes for sale in any United States
jurisdiction, in each case at the earliest practicable time;
(e) If a Shelf Registration Statement is filed pursuant to Section 3
and if requested by the managing underwriters, if any, or the holders of a
majority in aggregate principal amount of the Registrable Notes being registered
thereunder, (i) promptly incorporate in a Prospectus supplement or
post-effective amendment such information as the managing underwriters, if any,
and the holders agree and reasonably propose should be included therein and (ii)
make all required filings of such Prospectus supplement or such post-effective
amendment as soon as practicable after the Companies have received notification
of the matters reasonably proposed to be incorporated in such Prospectus
supplement or post-effective amendment; PROVIDED that the Companies shall not be
required to take any action pursuant to this Section 4.(e) that would, in the
opinion of outside counsel for the Companies, violate applicable law;
(f) Furnish to the Initial Purchaser, Chevron, Chevron Transport, each
holder of Registrable Notes and New Notes, their Special Counsel and each
managing underwriter, if any, without charge, at least one conformed copy of
each Registration Statement and each amendment thereto, including financial
statements and schedules, all documents incorporated or deemed to be
incorporated therein by reference, and all exhibits to the extent requested by
each holder (including those previously furnished or incorporated by reference)
as soon as practicable after the filing of such documents with the SEC;
(g) Deliver to the Initial Purchaser, Chevron, Chevron Transport, each
holder of Registrable Notes and New Notes, their Special Counsel and the
underwriters, if any, without charge as many copies of the Prospectus or
12
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto as such persons reasonably request; and the Companies hereby
consent to the use of such Prospectus and each amendment or supplement thereto
by each of the selling holders of Registrable Notes and the underwriters, if
any, in connection with the offering and sale of the Registrable Notes covered
by such Prospectus and any amendment or supplement thereto as contemplated
thereby;
(h) Prior to any public offering of Registrable Notes and prior to the
consummation of the Exchange Offer, use their reasonable best efforts: (i) to
register or qualify or cooperate with the holders of Registrable Notes to be
sold or tendered for, the underwriters, if any, and their respective counsel in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Notes or New Notes for offer
and sale under the securities or Blue Sky laws of such jurisdictions within the
United States as any holder or underwriter reasonably requests in writing and
(ii) to keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and do any and all other acts or things necessary or advisable to
enable the disposition in such jurisdictions of the Registrable Notes or New
Notes covered by the applicable Registration Statement; PROVIDED that the
Companies shall not be required to qualify generally to do business in any
jurisdiction where they are not then so qualified or to take any action that
would subject them to general service of process in any such jurisdiction where
they are not then so subject or subject the Companies to any tax in any such
jurisdiction where they are not then so subject;
(i) Cooperate with the holders and the managing underwriters, if any,
to facilitate the timely preparation and delivery of certificates representing
Registrable Notes or New Notes to be sold, which certificates shall not bear any
restrictive legends and shall be in a form eligible for deposit with The
Depository Trust Company and to enable such Registrable Notes or New Notes to be
in such denominations and registered in such names as the managing underwriters,
if any, or holders may request at least two Business Days prior to any sale of
Registrable Notes or New Notes;
(j) Use their reasonable best efforts to cause the Registrable Notes
and New Notes covered by the Registration Statement, and the offering thereof,
to be registered with or approved by such other governmental agencies or
authorities within the United States, except as may be required solely as a
consequence of the nature of such selling holder's business, in which case the
Companies will cooperate in all reasonable respects with the filing of such
Registration Statement and the granting of such approvals as may be necessary to
enable the seller or sellers thereof or the underwriters, if any, to consummate
the disposition of such Registrable Notes and New Notes; PROVIDED that the
Companies shall not be
13
required to register the Registrable Notes and New Notes in any jurisdiction
that would subject them to general service of process in any such jurisdiction
where they are not then so subject or subject the Companies to any tax in any
such jurisdiction where they are not then so subject or to require the Companies
to qualify to do business in any jurisdiction where they are not then so
qualified;
(k) Upon the occurrence of any event contemplated by Section
4.(c)(vi), as promptly as practicable, prepare a supplement or amendment,
including a post-effective amendment, to each Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(l) Use their reasonable best efforts to cause the Registrable Notes
or the New Notes, as applicable, covered by a Registration Statement to be rated
with the appropriate rating agencies;
(m) Prior to the Effective Date of the first Registration Statement
relating to the Registrable Notes or New Notes, as applicable, to provide a
CUSIP number for the Registrable Notes and New Notes, as applicable;
(n) If a Shelf Registration Statement is filed pursuant to Section 3,
enter into such agreements (including an underwriting agreement in form, scope
and substance as is customary in underwritten offerings of securities such as
the Registrable Notes) and take all such other reasonable actions in connection
therewith (including those reasonably requested by the managing underwriters, if
any, or the holders of a majority in aggregate principal amount of the
Registrable Notes being sold) in order to expedite or facilitate the disposition
of such Registrable Notes, and in such connection, whether or not an
underwriting agreement is entered into and whether or not any offering
thereunder is an underwritten offering, (i) make such representations and
warranties to the holders of such Registrable Notes and the underwriters, if
any, with respect to the business of the Companies and their subsidiaries, and
the Registration Statement, Prospectus and documents, if any, incorporated or
deemed to be incorporated by reference therein, in each case, in form, substance
and scope as are customarily made by issuers to underwriters in underwritten
offerings of securities such as the Registrable Notes, and confirm the same if
and when requested; (ii) obtain opinions of counsel to the Companies and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters, if any, and Special
Counsel to the holders of the
14
Registrable Notes being sold), addressed to each selling holder of Registrable
Notes and each of the underwriters, if any, covering the matters customarily
covered in opinions requested in underwritten offerings of securities such as
the Registrable Notes and such other matters as may be reasonably requested by
such Special Counsel and underwriters; (iii) unless not permitted to be issued
under an applicable Statement of Accounting Standards, obtain "cold comfort"
letters and updates thereof from the independent certified public accountants of
the Companies (and, if necessary, any other independent certified public
accountants of any subsidiary of the Companies or of any business acquired by
the Companies for which financial statements and financial data is, or is
required to be, included in the Registration Statement), addressed to each
selling holder of Registrable Notes and each of the underwriters, if any, such
letters to be in customary form and covering matters of the type customarily
covered in "cold comfort" letters in connection with underwritten offerings of
securities such as the Registrable Notes; (iv) if an underwriting agreement is
entered into, the same shall contain indemnification provisions and procedures
no less favorable to the selling holders and the underwriters, if any, than
those set forth in Section 7 hereof (or such other provisions and procedures
acceptable to holders of a majority in aggregate principal amount of the holders
of Registrable Notes covered by such Shelf Registration Statement and the
managing underwriters); and (v) deliver such documents and certificates as may
be reasonably requested by the holders of a majority in aggregate principal
amount of the Registrable Notes being sold, their Special Counsel and the
managing underwriters, if any, to evidence the continued validity of the
representations and warranties made pursuant to clause 4.(n)(i) and to evidence
compliance with any customary conditions contained in the underwriting agreement
or other agreement entered into by the Companies;
(o) In the case of a Shelf Registration Statement, make available for
inspection by a representative of the holders of a majority in aggregate
principal amount of Registrable Notes being sold, any underwriter participating
in any such disposition of Registrable Notes and any attorney, consultant or
accountant retained by such selling holders or underwriter, at the offices where
normally kept, during reasonable business hours, all financial and other
records, pertinent corporate documents and properties of the Companies and their
subsidiaries, and cause the officers, directors, agents and employees of the
Companies and their subsidiaries to supply all information in each case
reasonably requested by any such representative, underwriter, attorney,
consultant or accountant in connection with such Shelf Registration Statement;
PROVIDED that any confidential records, documents and other information
designated by the Companies as confidential shall be kept confidential by such
persons unless disclosure of any such record, document or other information is
required by law or by a court or administrative order, in which case such
record, document or information shall be disclosed only to the extent required
to comply with such law or order;
15
(p) Provide an indenture trustee for the Registrable Notes and the New
Notes, as the case may be, and cause the Indenture to be qualified under the TIA
not later than the Effective Date of the first Registration Statement relating
to the Registrable Notes or the New Notes, as applicable; and in connection
therewith, cooperate with the trustee under the Indenture and the holders of the
Registrable Notes or the New Notes, as the case may be, to effect such changes
to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the TIA; and execute, and use their reasonable best
efforts to cause such trustee to execute, all customary documents as may be
required to effect such changes, and all other forms and documents required to
be filed with the SEC to enable the Indenture to be so qualified in a timely
manner;
(q) Use their reasonable best efforts to comply with all applicable
rules and regulations of the SEC; and make generally available to their security
holders earning statements satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder (or any similar rule promulgated under
the Securities Act), no later than 45 days after the end of any 12-month period
(or 90 days after the end of any 12-month period if such period is a fiscal
year) (i) commencing at the end of any fiscal quarter in which Registrable Notes
are sold to underwriters in a firm commitment or reasonable efforts underwritten
offering and (ii) if not sold to underwriters in such an offering, commencing on
the first day of the first fiscal quarter of each of the Companies after the
effective date of a Registration Statement, which statement shall cover said
period, consistent with the requirements of Rule 158; and
(r) If an Exchange Offer is to be consummated, upon delivery of the
Registrable Notes by such holders to the Companies in exchange for the New
Notes, the Companies shall ▇▇▇▇, or caused to be marked, on such Registrable
Notes that such Registrable Notes are being cancelled in exchange for the New
Notes; in no event shall such Registrable Notes be marked as paid or otherwise
satisfied.
The Companies may require each seller of Registrable Notes as to which
any registration is being effected to furnish to the Companies such information
regarding the distribution of such Registrable Notes as is required by law to be
disclosed in the applicable Shelf Registration Statement and the Companies may
exclude from such registration the Registrable Notes of any seller who
unreasonably fails to furnish such information within a reasonable time after
receiving such request.
If any such Shelf Registration Statement refers to any holder of
Registrable Notes by name or otherwise as the holder of any securities of the
Companies, then
16
such holder shall have the right to require (i) the insertion therein of
language, in form and substance reasonably satisfactory to such holder, to the
effect that the holding by such holder of such securities is not to be construed
as a recommendation by such holder of the investment quality of the New Notes
and that such holding does not imply that such holder will assist in meeting any
future financial requirements of the Companies or (ii) in the event that such
reference to such holder by name or otherwise is not required by the Securities
Act or any similar Federal statute then in force, the deletion of the reference
to such holder in any amendment or supplement to the Registration Statement
filed or prepared subsequent to the time that such reference ceases to be
required.
In the case of a Shelf Registration Statement, each holder of
Registrable Notes agrees by acquisition of such Registrable Notes that, upon
receipt of any notice from the Companies of the happening of any event of the
kind described in Section 4.(c)(ii), 4.(c)(iii), 4.(c)(v) or 4.(c)(vi) hereof,
such holder will forthwith discontinue disposition of such Registrable Notes
covered by such Shelf Registration Statement or related Prospectus until such
holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 4.(k) hereof or until it is advised in writing by the
Companies that the use of the applicable Prospectus may be resumed and, in
either case, has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus.
5 SPECIAL INTEREST
If (i) the Exchange Offer is not consummated within 180 days of the
date hereof, (ii) a Shelf Registration Statement is not declared effective
within the time period specified therein, (iii) the Shelf Registration Statement
or the Exchange Offer Registration Statement is declared effective but
thereafter ceases to be effective during the periods specified herein, or (iv)
the SEC determines that neither the consummation of the Exchange Offer nor
continued effectiveness of the Shelf Registration Statement will permit the free
resale of the Notes or the New Notes, as the case may be, without additional
registration under the Securities Act, then a "REGISTRATION EVENT" will be
deemed to have occurred. During any time that a Registration Event has occurred
and is continuing, until the Notes or the New Notes may be freely resold
pursuant to Rule 144(k) or pursuant to an effective Shelf Registration
Statement, by a person who is not an Affiliate of the Companies, special
interest ("SPECIAL INTEREST") will accrue on all outstanding Registrable Notes
at a rate of 0.25% of the principal amount thereof per annum payable
semiannually in arrears on each Payment Date (as defined in the Indenture). Two
Business Days prior to each Payment Date, the Owners shall pay to the Trustee,
for the benefit of the holders of the Registrable Notes, all Special
17
Interest that shall have accrued since the previous Payment Date (together with
any other accrued but unpaid Special Interest (including any interest thereon)).
6 REGISTRATION EXPENSES
(a) All fees and expenses incident to the performance of or compliance
with this Agreement or the Chevron Registration Rights Agreement by the
Companies, Chevron and Chevron Transport shall be borne jointly and severally by
the Companies whether or not any Registration Statement or Chevron Registration
Statement is filed or becomes effective and whether or not any securities are
offered and exchanged or sold pursuant to any Registration Statement. The fees
and expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with the
National Association of Securities Dealers, Inc. and (B) in compliance with
state securities or Blue Sky laws (including, without limitation and in addition
to that provided for in (b) below, fees and disbursements of counsel for the
underwriters or holders in connection with Blue Sky qualifications of the
Registrable Notes or New Notes and determination of the eligibility of the
Registrable Notes or New Notes for investment under the laws of such
jurisdictions as the managing underwriters, if any, or holders of a majority in
aggregate principal amount of Registrable Notes may designate)), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Notes or New Notes in a form eligible for deposit with The
Depository Trust Company and of printing Prospectuses if the printing of
Prospectuses is requested by the managing underwriters, if any, or by the
holders of a majority in aggregate principal amount of the Registrable Notes or
New Notes covered by the Registration Statement), (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Companies and
Special Counsel for the holders (in accordance with the provisions of Section
6.(b) hereof), (v) fees and disbursements of all independent certified public
accountants referred to in Section 4.(n)(iii) hereof (including, without
limitation, the expenses of any special audit and "cold comfort" letters
required by or incident to such performance), (vi) all fees and disbursements
relating to the qualification of the Indenture under applicable securities laws,
(vii) the reasonable fees and disbursements of the Trustee (including the
reasonable fees and disbursements of its counsel), (viii) rating agency fees,
(ix) Securities Act liability insurance, if the Companies so desire such
insurance, and (x) fees and expenses of all other persons retained by the
Companies. In addition, the Companies shall pay their internal expenses
(including, without limitation, all salaries and expenses of their officers and
employees performing legal or accounting duties) and the expense of any annual
audit.
18
(b) In connection with any Registration Statement hereunder, the
Companies shall reimburse the holders of the Registrable Notes being registered
or tendered for in such registration for the reasonable fees and disbursements
of not more than one firm of attorneys (in addition to any local counsel) chosen
by the holders of a majority in aggregate principal amount of the Registrable
Notes.
(c) Notwithstanding Section 7.(a) above, the Companies shall have no
obligation to pay any of the costs, expenses, disbursements and fees of
Pillsbury Madison & Sutro LLP or Price Waterhouse LLP (San Francisco),
accountants for Chevron and Chevron Transport, which Chevron and Chevron
Transport have agreed to pay pursuant to the Chevron Registration Rights
Agreement.
7 INDEMNIFICATION
(a) Each of the Companies jointly and severally agrees to indemnify
and hold harmless the Initial Purchaser, Chevron, Chevron Transport and each
holder of Registrable Notes and each person, if any, who controls the Initial
Purchaser or any holder of Registrable Notes within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages, liabilities and judgments
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement or any amendment thereof, any preliminary
prospectus or the Prospectus (as amended and supplemented if the Companies shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damage, liabilities or judgments are caused by
any such untrue statement or omission or alleged untrue statement or omission
based upon (i) information furnished in writing expressly for use in any
Registration Statement (x) by the Initial Purchaser relating to the Initial
Purchaser or (y) by any holder of Registrable Notes relating to such holder of
Registrable Notes or (ii) information furnished in writing to the Companies by
Chevron or Chevron Transport expressly for use in the Chevron Registration
Statement and the Chevron Prospectus. The Companies also agree to indemnify any
underwriters of the Registrable Notes, their officers and directors and each
person who controls such underwriters on substantially the same basis as that of
the indemnification of the Initial Purchaser and the holders of Registrable
Notes provided in this Section 7. This indemnity agreement will be in addition
to any liability which the Companies may otherwise have.
(b) In connection with any Shelf Registration in which a holder of
Registrable Notes is participating, such holder of Registrable Notes shall
furnish to
19
the Companies in writing such information as the Companies reasonably request
for use in such Registration Statement, any preliminary prospectus, the
Prospectus or any amendments or supplements thereto, and each such holder of
Registrable Notes agrees, severally and not jointly, to indemnify and hold
harmless the Initial Purchaser, Chevron, Chevron Transport, the Companies, the
directors and the officers of the Companies who sign a Registration Statement
and each person, if any, who controls the Initial Purchaser, Chevron, Chevron
Transport or any of the Companies within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damage, liabilities and judgments (including, without
limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the Companies shall have furnished
any amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only with reference
to such information relating to such holder of Registrable Notes, furnished in
writing by or on behalf of such holder of Registrable Notes, expressly for use
in such Registration Statement, any preliminary prospectus, the Prospectus or
any amendments or supplements thereto.
(c) The Initial Purchaser agrees to indemnify and hold harmless the
Companies, the holders of Registrable Notes, the directors and the officers of
the Companies who sign a Registration Statement and each person, if any, who
controls any of the Companies, or any holder of Registrable Notes within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act from and against any and all losses, claims, damages, liabilities and
judgments (including, without limitation, any legal or other expenses reasonably
incurred in connection with defending or investigating any such action or claim)
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or any amendment thereof, any
preliminary prospectus or the Prospectus (as amended or supplemented if the
Companies shall have furnished any amendments or supplements thereto), or
arising out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but only with reference to information relating to the
Initial Purchaser, furnished in writing by the Initial Purchaser to the
Companies expressly for use in such Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto. This
indemnity agreement will be in addition to any liability which the Initial
Purchaser may otherwise have.
20
(d) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to any of the three preceding paragraphs, such person (the
"INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party shall assume the defense thereof, including employment of
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and payment of all fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any indemnified party shall
have the right to retain its own counsel, and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel (ii) the
indemnifying party shall have failed to assume the defense and employ counsel or
(iii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to the actual or
potential differing interest between them. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (i) the fees and expenses of
more than one separate firm (in addition to any local counsel) for the Initial
Purchaser and all persons, if any, who control the Initial Purchaser within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act, (ii) the fees and expenses of more than one separate firm (in addition to
any local counsel) for the Companies, their directors, their officers who sign
the Registration Statement and each person, if any, who controls any of the
Companies within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, (iii) the fees and expenses of more than one
separate firm (in addition to any local counsel) for Chevron and Chevron
Transport, and all persons, if any, who control Chevron or Chevron Transport
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act and (iv) the fees and expenses of more than one separate firm
(in addition to any local counsel) for all holders of Registrable Notes and all
persons, if any, who control any holders of Registrable Notes within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act,
and that all such fees and expenses shall be reimbursed as they are incurred. In
such case involving the Initial Purchaser and such control persons of the
Initial Purchaser, such firm shall be designated in writing by the Initial
Purchaser. In such case involving Chevron and Chevron Transport and such
controlling persons of Chevron or Chevron Transport, such firm shall be
designated in writing by Chevron. In such case involving the holders of
Registrable Notes and such controlling persons of holders of Registrable Notes,
such firm shall be designated in writing by holders of a majority in aggregate
principal amount of Registrable Notes. In all other cases, such firm shall be
designated by the Companies. The
21
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the immediately preceding
sentence, if in any case where the fees and expenses of counsel are at the
expense of the indemnifying party and an indemnified party shall have requested
the indemnifying party to reimburse the indemnified party for such fees and
expenses of counsel as incurred, such indemnifying party agrees that it shall be
liable for any settlement of any action effected without its written consent if
(i) such settlement is entered into more than ten Business Days after the
receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall have failed to reimburse the indemnified party in
accordance with such request for reimbursement prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.
(e) If the indemnification provided for in Section 7.(a), 7.(b) or
7.(c) is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and the indemnified party
or parties on the other hand in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The respective obligations of the holders of
Registrable Notes to contribute pursuant to this Section 7.(e) are several in
proportion to the respective number of Registrable Notes of such holder of
Registrable Notes that were registered pursuant to a Registration Statement.
(f) The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 7 were determined by PRO RATA allocation
or by any other method of allocation that does not take account of the equitable
22
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, an indemnifying party that is a holder of
Registrable Notes shall not be required to indemnify or contribute any amount in
excess of the amount by which the total price at which the Registrable Notes
sold by such indemnifying party and distributed to the public were offered to
the public exceeds the amount of any damages that such indemnifying party has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 7 are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity. The provisions of this
Section 7 shall survive so long as Registrable Notes remain outstanding,
notwithstanding any transfer of the Registrable Notes by any holder of
Registrable Notes or any termination of this Agreement.
(g) The indemnity and contribution provisions contained in this
Section 7 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of (A) the Initial Purchaser or any person controlling the Initial Purchaser (B)
any holder of Registrable Notes or any person controlling the holder of
Registrable Notes, or (C) the Companies, their officers or directors or any
person controlling any of the Companies and (iii) the sale of any Registrable
Notes by any holder of Registrable Notes.
8 RULES 144 AND 144A
The Companies shall use their best efforts to file the reports required
to be filed by them under the Securities Act and the Exchange Act in a timely
manner and, if at any time the Companies are not required to file such reports,
they will, upon the request of any holder of Registrable Notes, make publicly
available other information so long as necessary to permit sales of the
Registrable Notes pursuant to Rules 144 and 144A. The Companies further covenant
that they will take such further action as any holder of Registrable Notes may
reasonably request, all to the extent required from time to time to enable such
holder to sell Registrable Notes without registration under the Securities Act
within the limitation of the exemptions provided by Rules 144 and 144A
(including, without limitation, the requirements of Rule 144A(d)(4)). Upon the
request of any holder of Registrable
23
Notes, the Companies shall deliver to such holder a written statement as to
whether they have complied with such requirements. Notwithstanding the
foregoing, nothing in this Section 8 shall be deemed to require the Companies to
register any of their securities pursuant to the Exchange Act.
9 UNDERWRITTEN OFFERINGS
If any of the Registrable Notes covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the investment banker or
investment bankers and manager or managers that will administer the offering
will be selected by the holders of a majority in aggregate principal amount of
such Registrable Notes included in such offering, subject to the consent of the
Companies (which shall not be unreasonably withheld or delayed).
No holder of Registrable Notes may participate in any underwritten
offering unless such holder (i) agrees to sell such holder's Registrable Notes
on the basis reasonably provided in any underwriting arrangements approved by
the holders entitled hereunder to approve such arrangements and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.
10 MISCELLANEOUS
(a) REMEDIES. In the event of a breach by the Companies, or by a
holder of Registrable Notes, of any of their obligations under this Agreement,
each holder of Registrable Notes or the Companies, as the case may be, in
addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under this Agreement. The Companies, and each holder of Registrable Notes, agree
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of any of the provisions of this Agreement and
hereby further agree that, in the event of any action for specific performance
in respect of such breach, it shall waive the defense that a remedy at law would
be adequate.
(b) NO INCONSISTENT AGREEMENTS. None of the Companies have entered
into, nor shall any of the Companies, on or after the date of this Agreement
enter into, any agreement that is inconsistent with the rights granted to the
holders of Registrable Notes in this Agreement or otherwise conflicts with the
provisions hereof. None of the Companies have previously entered into any
agreement granting any registration rights with respect to any of their debt
securities to any person. Without limiting the generality of the foregoing,
without the written consent of the holders of a majority in aggregate principal
amount of the then
24
outstanding Registrable Notes, the Companies shall not grant to any person the
right to request the Companies to register any debt securities of the Companies
under the Securities Act unless the rights so granted are subject in all
respects to the prior rights of the holders of Registrable Notes set forth
herein, and are not otherwise in conflict or inconsistent with the provisions of
this Agreement.
(c) NO PIGGYBACK ON REGISTRATIONS. None of the Companies nor any of
their respective securityholders (other than the holders of Registrable Notes in
such capacity) shall have the right to include any securities of the Companies
in any Shelf Registration Statement or Exchange Offer Registration Statement
other than Registrable Notes.
(d) ADJUSTMENTS AFFECTING THE REGISTRABLE NOTES. None of the Companies
will take any action, or permit any change to occur, with respect to the
Registrable Notes which would (i) adversely affect the ability of any of the
holders of Registrable Notes to include such Registrable Notes in a registration
undertaken pursuant to this Agreement or (ii) adversely affect the marketability
of the Registrable Notes in any such registration.
(e) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Companies have obtained the written consent of the
holders of a majority of the then outstanding aggregate principal amount of
Registrable Notes; PROVIDED that, for the purposes of this Agreement,
Registrable Notes that are owned, directly or indirectly, by any of the
Companies or an Affiliate of any of them are not deemed outstanding.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
holders of Registrable Notes whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other holders of Registrable Notes may be given by holders of a
majority in aggregate principal amount of the Registrable Notes being sold by
such holders pursuant to such Registration Statement; PROVIDED that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding sentence.
(f) NOTICES. All notices and other communications provided for herein
shall be made in writing by hand-delivery, next-day air courier, certified
first-class mail, return receipt requested, telex or facsimile:
(i) if to the Initial Purchaser or the Companies, as provided in
the Purchase Agreement, or
25
(ii) if to Chevron to: Chevron Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Secretary, or
(iii) if to Chevron Transport to: Chevron Transport Corporation,
▇/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇:
Secretary, or
(iv) if to any other person who is then the registered holder of
any Registrable Notes, to the address of such holder as it appears in
the note register of the Companies.
Except as otherwise provided in this Agreement, all such communications
shall be deemed to have been duly given: when delivered by hand, if personally
delivered; one Business Day after being timely delivered to a next-day air
courier; five Business Days after being deposited in the mail, postage prepaid,
if mailed; when answered back, if telexed; and when complete transmission is
confirmed by the sender's telecopier machine, if telecopied.
(g) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of each holder of Registrable Notes. The
Companies may not assign their rights or obligations hereunder without the prior
written consent of each holder of any Registrable Notes. Notwithstanding the
foregoing, no transferee shall have any of the rights granted under this
Agreement until such transferee shall acknowledge its rights and obligations
hereunder by a signed written statement of such transferee's acceptance of such
rights and obligations.
(h) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and, all of which taken
together shall constitute one and the same Agreement.
(i) GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED
WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
THE COMPANIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEW YORK
STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY
FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN
RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AND IRREVOCABLY ACCEPT FOR THEMSELVES AND IN
26
RESPECT OF THEIR PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE
AFORESAID COURTS. EACH OF THE COMPANIES IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF A
REGISTRABLE NOTE TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANIES IN ANY OTHER
JURISDICTION.
(j) SEVERABILITY. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.
(k) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. All
references made in this Agreement to "Section" and "paragraph" refer to such
Section or paragraph of this Agreement unless expressly stated otherwise.
(l) ATTORNEYS' FEES. In any action or proceeding brought to enforce
any provision of this Agreement, or where any provision hereof is validly
asserted as a defense, the prevailing party, as determined by the court, shall
be entitled to recover reasonable attorneys' fees in addition to any other
available remedy.
27
IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of the date first written above.
GOLDEN STATE PETROLEUM TRANSPORT
CORPORATION,
as Agent for the Owners
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Its: President
GOLDEN STATE PETRO (IOM I-A) PLC
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Its: Treasurer
GOLDEN STATE PETRO (IOM I-B) PLC
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Its: Assistant Secretary
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ SECURITIES
CORPORATION
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Its: Senior Vice President