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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________________________
Commission file number 333-26227
Golden State Petro (IOM I-B) PLC
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(Exact name of Registrant as specified in its charter)
Golden State Petro (IOM I-B) PLC
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(Translation of Registrant's name into English)
Isle of Man
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(Jurisdiction of incorporation or organization)
c/o 15-19 Athol Street, Douglas, Isle of Man IM1 1LB
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(Address of principal executive offices)
Securities registered or to be registered pursuant to section
12(b) of the Act.
TITLE OF EACH CLASS NAME OF EACH EXCHANGE
ON WHICH REGISTERED
None _______________________
Securities registered or to be registered pursuant to section
12(g) of the Act.
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None
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(Title of class)
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.
Golden State Petroleum Transport Corporation 8.04% First
Preferred Mortgage Notes Due 2019
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(Title of class)
Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period
covered by the annual report.
2 Shares of Common Stock, no par value per share
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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ________
Indicate by check mark which financial statement item the
registrant has elected to follow.
Item 17 _______ Item 18 XPART I
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ITEM 1. DESCRIPTION OF BUSINESS
THE COMPANY
Golden State Petro (IOM I-B) PLC (the "Company"), and Golden
State Petro (IOM I-A) PLC ("IOM I-A") (together, the
"Companies"), have each been formed as an Isle of Man public
limited company for the purpose of acquiring and chartering a
very large crude oil carrier ("VLCC" or "Vessel").
Golden State Petroleum Transport Corporation ("GSPTC"), a
Delaware corporation as an agent for the Company and IOM I-A,
issued 8.04% First Preferred Mortgage Term Notes for $127,100,000
(the "Term Notes") and Serial First Preferred Mortgage Notes for
$51,700,000 (the "Serial Notes") (together the "Notes"). The
principal amount of the Term Notes and the Serial Notes allocated
to the Company is $63,550,000 and $24,900,000, respectively. The
proceeds from the offering and sale of the Notes allocated to the
Company, were used by the Company to fund the construction of a
VLCC by Samsung Corporation and Samsung Heavy Industries Co. Ltd.
(together the "Builders") under the technical supervision of the
Chevron Shipping Company as agent for Chevron Transport
Corporation (the "Initial Charterer") which is an indirect,
wholly-owned subsidiary of Chevron Corporation. The contracted
delivery date of the Vessel is July 1, 1999 although the Vessel
was delivered early on March 15, 1999. The Vessel, the "J.
Bennett Johnson", once accepted by the Company under the building
contract, has been chartered to the Initial Charterer pursuant to
an initial charter for a term of eighteen years (the "Initial
Charter"). The J. Bennett Johnson is a double-hulled carrier of
approximately 308,500 deadweight tonnes ("dwt") and is currently
registered under the Bahamian flag. The Initial Charterer has an
option to terminate the charter on the eighth anniversary of the
delivery date of the Vessel. The Initial Charterer's obligations
under the Initial Charter will be guaranteed by Chevron
Corporation.
The Company, IOM I-A, and GSPTC are wholly-owned subsidiaries of
Golden State Holdings I, Limited ("GSH"), an Isle of Man holding
company. Prior to May 12, 1998, GSH was wholly-owned by
Cambridge Petroleum Transport Corporation, a Cayman Islands
company ("CPTC"). On May 12, 1998, all of the issued and
outstanding shares of GSH were transferred by CPTC to Independent
Tankers Corporation, a Cayman Islands company ("ITC"). On the
same date, all of the issued and outstanding shares of ITC were
sold to Frontline Ltd. ("Frontline"), a publicly listed Bermuda
company.
Pursuant to a share purchase agreement dated December 23, 1998,
as amended on March 4, 1999, Frontline has sold, effective as of
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July 1, 1998, all of the issued and outstanding shares of ITC to
Hemen Holding Limited, a Cyprus company ("Hemen"). Hemen is the
principal shareholder of Frontline and is indirectly controlled
by Mr. John Fredriksen, the Chairman and Chief Executive Officer
of Frontline.
The Company is chartering the Vessel to the Initial Charterer
under the Initial Charter which is expected to provide, so long
as the Initial Charter is in effect, (a) charter hire payments
sufficient to pay (i) the Company's obligations under the Notes,
(ii) the management fees under the management agreements, (iii)
the estimated recurring fees, (iv) the estimated fees payable to
the indenture trustee for the Notes (the "Indenture Trustee") and
(v) any other costs and expenses incidental to the ownership and
chartering of the Vessel that are to be paid by the Company and
to fund a debt service reserve fund and (b) that the Vessel will
be maintained in accordance with good commercial maintenance
practices, and to arrange for vessel management and re-marketing
services to be available in case any Initial Charter is
terminated or the Vessel is for any other reason returned to the
possession and use of the Company.
The Company was incorporated in the Isle of Man because it is a
jurisdiction whose regulation of the shipping industry and
favorable tax laws have traditionally encouraged the organization
of shipping companies. The Isle of Man is an "open registry"
jurisdiction, which has traditionally been associated with the
shipping industry. The Company conducts its business and is
resident in the Isle of Man; to date it has not incurred taxation
on its income and should not, under current law and practice in
such jurisdictions, incur such taxation in the future.
The principal executive offices of the Company are located at 15-
19 Athol Street, Douglas, Isle of Man IM1 1LB and its telephone
number is 011 (44) 1624-628575.
MANAGEMENT OF THE COMPANY
Under a management agreement (a "Management Agreement") with each
Company, Cambridge Fund Management L.L.C., a Delaware limited
liability company ("Cambridge") and an affiliate of CPTC,
provided administrative, ship management and advisory services to
the Companies as manager ("Manager").
Pursuant to each Management Agreement, the Manager receives a fee
(the "Management Fee") of $50,000 per year per Vessel. All costs
of maintaining the corporate status of the Company, accounting
and auditing fees and other related costs ("Recurring Fees") are
payable by the Manager from the Management Fee. The Management
Fee is payable semi-annually. The Companies believe that the
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Management Fee will be sufficient to cover the Companies'
anticipated expenses during the term of the Initial Charter.
On January 31, 1999, Cambridge resigned as Manager of the
Companies and was replaced by Frontline.
CHARTER MARKET
THE INITIAL CHARTER
Pursuant to the Initial Charter, the Initial Charterer has agreed
to charter the Vessel commencing on its delivery date and ending
on the eighteenth anniversary of such delivery date. Pursuant to
the Initial Charter, the Initial Charterer has the right to
terminate the Initial Charter on five dates (each, an "Optional
Termination Date") beginning on the expiration of the period
commencing on the delivery date for such Vessel and terminating
on the eighth anniversary thereof (each, a "Fixed Period") and on
each of the four subsequent two-year anniversaries thereof.
During the Fixed Period, the charter hire shall be $27,199 per
day. Charter hire after the Fixed Period will be $28,500.
During the term of the Initial Charter, the Company is not liable
for any expense in operating, registering, documenting, insuring,
repairing or maintaining the Vessel and is not required to supply
a vessel or any part thereof if the Vessel or any part thereof is
lost, damaged, rendered unfit for use, confiscated, seized,
requisitioned, restrained or appropriated. Pursuant to the
Initial Charter, the Initial Charterer is required to pay charter
hire in respect of the Vessel without offset or deduction for any
reason whatsoever.
REMARKETING
In the event the Initial Charterer gives notice to the Company of
its intent to terminate the Initial Charter, the Manager,
pursuant to the related Management Agreement, is required to
engage a remarketing agent. McQuilling Brokerage Partners, Inc.
("McQuilling") and ACM Shipping Limited ("ACM Shipping") have
agreed to provide on a non-exclusive basis remarketing services
if the Initial Charterer exercises its option to terminate the
Initial Charter for the Vessel. McQuilling, established in 1972,
is a leading New York-based ship broker whose activities
encompass all aspects of chartering, sale and purchase, ship
finance, demolition and project development. ACM Shipping is a
leading London shipbroker which has strong relationships with the
major oil companies. ACM Shipping has been in the ship brokerage
business since 1982.
If the Initial Charterer elects to terminate the Initial Charter
for the Vessel on the first Optional Termination Date for the
Initial Charter, the allocated principal amount of the Notes for
the Vessel will be approximately $63.55 million. All of the
Serial Notes will have matured on or prior to such date. If (i)
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the Initial Charterer elects to terminate the Initial Charter for
the Vessel, (ii) an acceptable replacement charter has not been
entered into and (iii) such Vessel has not been sold, then in
order to make scheduled sinking fund and interest payments on the
Notes, if any, and to pay estimated ship expenses for the related
Vessel, minimum bareboat charter hire payments of approximately
$18,569 per day per Vessel, would be required upon recharter.
The foregoing charter hire rates would not cover $10,995,000 of
the final principal payment allocated to the Vessel. The
$10,995,000 is less than current estimates of the approximate
residual value of the respective Vessel on the date of the final
payment. No assurance can be given as to the residual or scrap
value of the Vessel on such date of the final payment and no
assurance can be given that the Manager would be able to obtain
charters at the foregoing charter hire rates.
Charter Rates and the Market for Secondhand Vessels
The shipping industry is highly cyclical, experiencing volatility
in profitability, vessel values and charter rates. In
particular, freight and charterhire rates are strongly influenced
by the supply and demand for shipping capacity.
COMPETITION
The market for international seaborne crude oil transportation
services is highly fragmented and competitive. Seaborne crude
oil transportation services generally are provided by two main
types of operators: major oil company captive fleets (both
private and state-owned) and independent shipowner fleets. In
addition, several owners and operators pool their vessels
together on an ongoing basis, and such pools are available to
customers to the same extent as independently owned and operated
fleets. Many major oil companies and other oil trading companies
also operate their own vessels and use such vessels not only to
transport their own crude oil but also to transport crude oil for
third party charterers in direct competition with independent
owners and operators in the tanker charter market. Competition
for charters is intense and is based upon price, location, size,
age, condition and acceptability of the vessel and its manager.
Competition is also affected by the availability of other size
vessels to compete in the trades in which the Company engages.
INSPECTION, INSURANCE AND REGULATION
INSPECTION BY CLASSIFICATION SOCIETY
Every commercial vessel's hull and machinery must be "classed" by
a classification society authorized by its country of registry.
The classification society ensures that a vessel is constructed
and equipped in accordance with the International Maritime
Organization (the "IMO") regulations and the Safety of Life at
Sea Convention.
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A vessel must be inspected by a surveyor of the classification
society every year ("Annual Survey"), every two years
("Intermediate Survey") and every four years ("Special Survey").
Each vessel is also required to be dry docked every 30 to 60
months for inspection of the underwater parts of the vessel. If
any defects are found, the classification surveyor will issue a
"recommendation" which has to be acted upon, and the defect must
be rectified by the shipowner within a prescribed time limit. At
the Special Survey, the vessel is examined thoroughly, including
an inspection to determine the thickness of the steel plates in
various parts of the vessel, and repairs may be recommended. For
example, if the thickness of the steel plates is found to be less
than class requirements, steel renewals will be prescribed. A
one-year grace period may be granted by the classification
society to the shipowner for completion of the Special Survey.
If the vessel experiences excessive wear and tear, substantial
amounts of money may have to be spent for steel renewals to pass
a Special Survey. In lieu of the Special Survey every four years
(five years, if grace is given), a shipowner has the option of
arranging with the classification society for the vessel's hull
or machinery to be on a continuous survey cycle, whereby every
part of the vessel is surveyed within a five-year cycle.
Insurance underwriters make it a condition of insurance coverage
for the vessel to be "classed" and "class maintained" and the
failure of a vessel to be "classed" and "class maintained" may
render such a vessel unusable.
The Vessel will be maintained during the term of the Initial
Charter by the Initial Charterer in accordance with good
commercial maintenance practice commensurate with other vessels
in the Initial Charterer's fleet of similar size and trade, as
required by the Initial Charter. The Initial Charter requires
the Initial Charterer to return the Vessel on termination of the
Initial Charter to the Company "in class" under the rules of the
American Bureau of Shipping (or another classification society
previously approved by the Company). In addition, the Company
has the right to inspect the Vessel and to require surveys upon
redelivery, and the Initial Charterer will be responsible for
making or compensating the Company for certain necessary repairs
in connection with such redelivery.
INSURANCE
The operation of any ocean-going vessel carries an inherent risk
of catastrophic marine disasters, environmental mishaps, cargo
and property losses or damage and business interruptions caused
by adverse weather and ocean conditions, mechanical failures,
human error, political action in various countries, war,
terrorism, piracy, labor strikes and other circumstances or
events. Pursuant to the Initial Charter, the Vessel may be
operated through the world in any lawful trade for which the
Vessel is suitable, including carrying oil and its products. In
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the past, political conflicts in many regions, particularly in
the Arabian Gulf, have included attacks on tankers, mining of
waterways and other efforts to disrupt shipping in the area.
Vessels trading in such regions have also been subject to acts of
terrorism and piracy. In addition, the carriage of petroleum
products is subject to the risk of spillage and leakage. Any
such event may result in increased costs or the loss of revenues
or assets, including a Vessel.
Under the Initial Charter, the Initial Charterer is entitled to
self-insure against marine and war risks relating to the Vessel
and against protections and indemnity risks relating to the
Vessel during the term of the Initial Charter and, accordingly,
purchasers of the Notes cannot rely on the existence of third-
party insurance. There can be no assurance that all risks will
be adequately insured against, that any particular loss will be
covered or that the Company will be able to procure adequate
insurance coverage at commercially reasonable rates in the
future. In particular, stricter environmental regulations may
result in increased costs for, or the lack of availability or,
insurance against the risks of environmental damage or pollution.
The Initial Charterer will, pursuant to the Initial Charter,
indemnify the Company from damages arising from a failure to
maintain any financial responsibility requirements whether
relating to oil or other pollution damage. The Initial Charterer
will also indemnify the Company to the extent losses, damages or
expenses are incurred by the Company relating to oil or other
pollution damage as a result of the operation of the Vessel by
the Initial Charterer.
ENVIRONMENTAL AND OTHER REGULATIONS
The Vessel and the operation of the Vessel must comply with
extensive and changing environmental protection laws and
regulations. Compliance with these laws and regulations may
entail significant expenses, including expenses for ship
modifications and changes in operating procedures. These laws
and regulations could have a material adverse effect on the
business and the operations of the Company and any charterer of
the Vessel. In particular, the United States Oil Pollution Act
of 1990, as amended ("OPA 90"), provides for strict liability for
owners, operators and demise charterers of any vessel for certain
oil pollution incidents in the waters of the United States or
adjoining shorelines or the exclusive economic zone. The United
States Coast Guard has adopted a final rule (the "Final Rule")
under OPA 90 published on March 7, 1996 which requires owners,
operators and demise charterers of self-propelled tanker vessels
operating in United States waters to meet the aggregate financial
responsibility requirements required under OPA 90 as well as
under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA"). The Final Rule requires
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owners, operators and demise charterers to furnish the United
States Coast Guard with evidence of financial responsibility in
compliance with the limits specified by OPA 90 and CERCLA. The
Initial Charterer has, pursuant to the Initial Charter, furnished
evidence of financial responsibility with respect to the Vessel
to the United States Coast Guard as required by the Final Rule.
If the prospective recharterers of the Vessel fail to comply with
the Final Rule, it would have a material adverse effect on the
Company and holders of the Notes.
Owners or operators of tankers operating in United States waters
must file vessel response plans with the United States Coast
Guard and their tankers must operate in compliance with their
United States Coast Guard approved plans. Such response plans
must, among other things, (i) identify and ensure, through
contract or other approved means, the availability of necessary
private response resources to respond to a "worst case"
discharge, (ii) describe crew training and drills, (iii) identify
a qualified individual with full authority to implement removal
actions and (iv) describe mitigation and response actions. The
Initial Charterer has advised the Company that vessel response
plans have been approved for the Vessel.
OPA 90 specifically permits individual states to impose their own
liability regimes with regard to oil pollution incidents
occurring within their boundaries, and many states have enacted
legislation providing for unlimited liability for oil spills. In
some cases, states which have enacted such legislation have not
yet issued implementing regulations defining tanker owners'
responsibilities under these laws. Additionally, under OPA 90
the liability of responsible parties, United States or foreign,
with regard to oil pollution damage in the United States is not
preempted by any international convention.
The International Maritime Organization, an agency of the United
Nations (the "IMO"), recently adopted regulations designed to
reduce oil pollution in international waters. In complying with
OPA 90, the IMO regulations and other regulations that may be
adopted, the Company and any charterer of the Vessel may be
forced to incur additional costs in meeting new maintenance and
inspection requirements, in developing contingency arrangements
for potential spills and in obtaining insurance coverage.
Certain states in the United States, the European Community and
certain other countries have adopted or are also considering
adopting stricter technical and operational requirements for
tankers. Additional laws and regulations may be adopted which
may have a material adverse effect on the business and the
operations of the Company.
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The business and the operations of the Company and any charterer
of the Vessel are materially affected by government regulation in
the form of international conventions, national, state and local
laws and regulations in force in the jurisdictions in which the
Vessel operates, as well as in the country or countries of their
registration. Because such conventions, laws and regulations are
often revised, the Company cannot predict the ultimate cost of
complying with such revised conventions, laws and regulations or
the impact thereof on the resale price or useful life of the
Vessel.
OPA 90
OPA 90 applies to all vessels that trade in the United States or
its territories or possessions or operate in United States
waters, which include the United States territorial seas and the
two hundred nautical mile exclusive economic zone of the United
States. Under OPA 90, vessel owners, operators and demise
charterers are "responsible parties" with strict liability on a
joint and several basis (unless the spill results solely from the
act or omission of a third party (subject to certain statutory
qualifications), an act of God or an act of war for all oil spill
containment and clean-up costs and other damages arising from
actual and threatened oil spills pertaining to their vessels.
These other damages include (i) natural resources damages and the
costs of assessment thereof, (ii) real and personal property
damages, (iii) net loss of taxes, royalties, rent, fees and other
lost government revenues, (iv) lost profits or impairment of
earning capacity due to property or natural resource damage, (v)
net cost of public services necessitated by a spill response,
such as protection from fire, safety or health hazards, and (vi)
loss of subsistence use of natural resources. OPA 90 limits the
liability of responsible parties to the greater of $1,200 per
gross ton or $10 million per tanker (subject to possible
adjustment for inflation); however, that limit would not apply if
the incident were approximately caused by violation of applicable
United States federal safety, construction or operating
regulations or by the responsible party's gross negligence or
willful misconduct, or if the responsible party fails or refuses
to report an incident which the responsible party knows or has
reason to know of, or to provide all reasonable cooperation and
assistance requested by a responsible official in connection with
oil removal activities. OPA 90 does not by its terms impose
liability on lenders or the holders of mortgages on vessels;
however, there is no specific exclusion for such entities under
OPA 90. In addition, if the Indenture Trustee or any holder
exercises remedies and becomes an "owner" or "operator" or
"demise charterer" of the Vessel following a Mortgage Event of
Default, such persons or entities may be subject to liability
under OPA 90. A catastrophic spill could exceed the liability
limits of any insurance coverage available, in which event there
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could be a material adverse effect on the owner and the operator
of the vessel involved in the spill.
IMO
The IMO was organized in 1958. Over 100 national governments are
members of the IMO, whose purpose is to provide for international
regulations and practices affecting shipping and international
trade and to encourage the adoption of standards of safety and
navigation. During the last 35 years the IMO has initiated over
700 resolutions and 30 major conventions and protocols. All IMO
agreements must be ratified by the individual government
constituents. Outside the United States, many countries have
ratified and follow the liability scheme adopted by the IMO and
set out in the International Convention on Civil Liability for
Oil Pollution Damage of 1969 ("CLC"), as amended by the 1992
Protocol, which entered into force May 30, 1996. Under the CLC,
an oil tanker's registered owner is strictly liable for pollution
damage caused on the territorial waters of a contracting state by
a discharge of oil, subject to certain defenses and limits. The
current limit for a ship not exceeding 5,000 gross tons is 3
million Special Drawing Rights ("SDR") and, for each additional
ton on a larger vessel, an additional 420 SDRs, up to a maximum
of 59.7 million SDRs. (An SDR is defined by the International
Monetary Fund on the basis of a basket of currencies. The
exchange rate in effect on June 22, 1999 for the US dollar
equivalent of the SDR was approximately 1.34, making the maximum
liability approximately US $80 million.) The right to limit
liability is forfeited only where the spill is caused by the
owner's actual fault or the fault of a third party with whom the
owner has a direct contractual relationship. Vessels trading to
contracting states must establish evidence of insurance covering
the limited liability of the owner.
In jurisdictions where the CLC has not been adopted, various
legislative schemes or common law govern and liability is imposed
either on the basis of fault or in a manner similar to the CLC.
On March 6, 1992, the IMO adopted regulations which set forth new
and upgraded requirements for pollution prevention for tankers.
These regulations went into effect on July 6, 1995. The Vessel
complies with such IMO regulations.
The IMO continues to review and introduce new regulations on a
regular basis. It is impossible to predict what additional
regulations, if any, may be passed by the IMO, whether those
regulations will be adopted by member countries and what effect,
if any, such regulations might have on the operation of oil
tankers.
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ITEM 2. DESCRIPTION OF PROPERTIES
THE VESSEL
Other than the Vessel described in Item 1. Description of
Business, the Company has no property.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings and
no such proceedings are known to be contemplated.
ITEM 4. CONTROL OF REGISTRANT
Except as set forth below, the Registrant is not aware of any
beneficial owner of more than 5% of the Company's Common Stock as
of close of business on May 31, 1999.
BENEFICIAL OWNERSHIP
NAME AND NUMBER
CLASS OF ADDRESS OF OF PERCENT
SHARES BENEFICIAL OWNERS SHARES OF CLASS
Ordinary
Shares Hemen Holding Limited(1) 2 100%
(1) The issued and outstanding shares of the Company are owned by
GSH. All of the issued and outstanding shares of GSH are owned
by ITC. All of the issued and outstanding shares of ITC are
owned by Hemen, a Cyprus company. Hemen is controlled by John
Fredriksen.
All of the Company's issued and outstanding ordinary shares have
been pledged to the Indenture Trustee as part of the Collateral.
ITEM 5. NATURE OF TRADING MARKET
The Notes do not trade on an organized exchange but rather trade
in private transactions among the parties.
ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING
SECURITY HOLDERS
Inapplicable.
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ITEM 7. TAXATION
ISLE OF MAN
Under the Exempt Companies Act, the Company is exempt from any
Isle of Man income tax, or any other tax on income of
distributions accruing to or derived for the Company, or in
connection with any transactions with the Company, or any
shareholders.
No estate, inheritance, succession, or gift tax, rate, duty, levy
or other charge is payable in the Isle of Man with respect to any
shares, debt obligations or other securities of the Company.
There is no reciprocal tax treaty between the Isle of Man and the
United States.
ITEM 8. SELECTED FINANCIAL DATA
The selected income statement data of the Company with respect to
the fiscal years ended December 31, 1998 and 1997, and the period
ended December 31, 1996, and the selected balance sheet data with
respect to the fiscal years ended December 31, 1998 and 1997,
have been derived from the Company's Financial Statements
included herein and should be read in conjunction with such
statements and the notes thereto. The selected balance sheet data
with respect to the period ended December 31, 1996 has been
derived from audited financial statements of the Company not
included herein. The following table should also be read in
conjunction with Item 9 "Management's Discussion and Analysis"
and the Company's Consolidated Financial Statements and Notes
thereto included herein. The Company's accounts are maintained
in US dollars.
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Year Ended Period Ended
Dec 31, 1998 Dec 31, 1997 Dec 31, 1996
(in $)
Net loss (722,885) (585,522) (18,054)
Vessel under
construction 57,190,518 42,437,663 39,474,565
Total Assets 91,915,231 92,638,119 62,468,436
Total Long Term
Obligations 90,350,000 90,350,000 63,350,000
ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
The Company was formed as an Isle of Man public limited company
for the purpose of acquiring and chartering a Vessel.
At the time of the issuance of the Notes by GSPTC (the "Closing
Date"), the Company (i) received the net proceeds from the sale
of the Notes, (ii) paid the first installment of the purchase
price of the Vessel, (iii) paid certain legal, printing, rating
and other fees and expenses, and (iv) deposited the balance of
the net proceeds from the sale of the Notes into a guaranteed
investment contract (the "Pre-Funding Account"). In addition,
the Company entered into a building contract (the "Building
Contract), the Technical Supervision Agreement, the Initial
Charter, the Management Agreement and certain security agreements
for the benefit of the holders of the Notes and became the
beneficiary of a Building Contract guarantee and the Chevron
guarantee.
Between the Closing Date and the delivery date of its Vessel, the
operations of the Company consisted solely of (i) making payments
of interest on the Notes, (ii) making payments of Recurring Fees
and Management Fees, (iii) making additional installments under
the Building Contract, (iv) receiving interest on amounts held in
the Pre-Funding Account, (v) receiving certain non-cash
contributions from the Technical Supervisor of services and
Owners' Items and (vi) fulfilling its obligations under the
Registration Rights Agreement.
The Vessel, once accepted by the Company under the Building
Contract on March 15, 1999, has been delivered to the Initial
Charterer
Following delivery of the Vessel, the operations of the Company
consist solely of (i) receiving charter hire payments under its
Initial Charter, any Acceptable Replacement Charter and other
charters, (ii) receiving proceeds from the sale, if any, of the
Vessel, (iii) making payments of interest and principal on the
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Notes, (iv) making payments of Recurring Fees and Management Fees
and (v) receiving interest income on amounts held in the trust
accounts.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED
DECEMBER 31, 1997
In the year ended December 31, 1998, the Company earned
$2,811,514 interest income, compared with $3,525,454 in 1997.
This reduction reflects the decrease in restricted investments
due to the payment of vessel purchase installments.
Interest expense was $3,388,435 in 1998, compared with $3,969,179
in 1997. These amounts are net of capitalized interest of
$3,501,631 and $2,963,097 in 1998 and 1997, respectively.
In 1998 the Company paid interest on the Notes of $6,890,068
(1997 - $4,153,180) and paid vessel purchase installments of
$11,251,224 (1997 - $nil).
By reason of the foregoing, the net loss for 1998 was $722,885
compared with $585,522 in 1997.
YEAR ENDED DECEMBER 31, 1997 COMPARED WITH THE PERIOD ENDED
DECEMBER 31, 1996
In the year ended December 31, 1997, the Company earned
$3,525,454 interest income, compared with $48,955 in the 1996
period.
Interest expense was $3,969,179 in 1997, compared with $59,012 in
the 1996 period. These amounts are net of capitalized interest
of $2,963,097 and $32,751 in 1997 and 1996, respectively.
In 1997, the Company paid interest on the Notes of $4,153,180
(1996 - $nil) and paid vessel purchase installments of
$38,941,814.
By reason of the foregoing, the net loss for 1997 was $585,522
compared with $18,054 in 1996.
CAPITAL RESOURCES AND LIQUIDITY
Through the contractual delivery date of the Vessel, interest on
the Notes has been payable from amounts on deposit in the Pre-
Funding Account. After the delivery date, the Company's sources
of funds will be charter hire payments for the Vessel, earnings
on permitted investments and the proceeds from the sale, if any,
15
<PAGE>
of the Vessel. The Company does not have, nor will it have in
the future, any other source of capital for payment of the Notes.
On the Closing Date, the Company (i) received $89.1 million
reflecting the proceeds from the sale of the Notes, net of the
initial purchaser's discounts and commissions and financial
advisory fees, (ii) paid $38.9 million which represents the first
installment of the contract purchase price of its Vessel (iii)
paid $0.5 million in legal, printing, rating and other fees and
expenses and (iv) deposited $49.7 million into the Pre-Funding
Account.
On the first Optional Termination Date with respect to the
Vessel, the Company will have a balance in the debt service
reserve fund of at least $9.1 million, assuming no prior
withdrawals from the debt service reserve fund, and will have
outstanding an aggregate principal amount of Term Notes of $63.55
million.
To the extent that the Initial Charterer does not terminate the
Initial Charter, the balance of funds on deposit in the debt
service reserve fund will exceed the amount of the Term Notes
outstanding by approximately August 1, 2014. To the extent that
the Initial Charterer terminates the Initial Charter at the first
Optional Termination Date thereof, the average daily bareboat
charter hire rate that would be sufficient to permit timely
payments of principal and interest on the Term Notes until their
maturity date is approximately $18,569.
The foregoing determination assumes that amounts remaining in the
trust accounts will be invested in permitted investments that
will provide a return of 7.0% per annum compounded monthly for
funds on deposit in the Pre-Funding Account and a return of 6.0%
per annum compounded monthly for funds on deposit in the revenue
account and the debt service reserve fund. On the Closing Date,
guaranteed investment contracts for funds on deposit in the Pre-
Funding Account and revenue account (until the latest maturity
date of the Serial Note) rated at least "Aa" or "AA" by Moody's
or Standard & Poor's, respectively, were available with at least
the assumed annual rate of return and the Company believes that
guaranteed investment contracts for certain funds on deposit with
the Indenture Trustee other than in the Pre-Funding Account or
the revenue account (until the latest maturity date of the Serial
Notes) rated at least "A" by Moody's or Standard & Poor's will be
available with at least the assumed annual rate of return for
such amounts until the latest maturity date of the Term Notes.
The annual rate of return on permitted investments of amounts
remaining in any trust account on or after August 1, 2014 cannot
be predicted.
16
<PAGE>
YEAR 2000
The Vessel is provided with computers and has computerized
control systems. Further, the Vessel has equipments such as, for
example, navigational aids, communications systems, machinery
equipment, cargo measuring equipment and alarm systems that rely
on computers or embedded computer chips for proper function.
The initial terms of the Charter extend beyond the year 2000.
The Initial Charterer has assured the Company that it is very
aware of the year 2000 problem. The Initial Charterer has
confirmed that in the dealings with the Vessel it is taking, and
will continue to take, all reasonable steps to allow business
continuity into the year 2000 and beyond.
The Initial Charterer's obligation to pay charter hire is
absolute, including in circumstances where a Vessel should be
unfit for use due to computer related problems, should such occur
in spite of the Initial Charterer's diligent approach to the
preparations for the year 2000. In addition, the Initial
Charterer is obliged to indemnify the Company in respect of
events arising through the term of the Charter with respect to,
among other things, all liabilities claims and proceedings
arising in any manner out of the operation of the Vessel by the
Initial Charterer with no exclusion of events relating to
computers or problems that could affect computers at certain
dates. The Initial Charterer's obligations as described above
are guaranteed by the Chevron Guarantees.
The Company relies on banks for its payments and on general
communication equipment. The Company will only rely on
internationally recognized commercial banks and communication
companies for providing such services. The Company relies on
services provided by the Manager for their administration and
management. The Manager provides these services at a fixed
price. The Manager has assured the Company that it shall be able
to provide such services without date related interruptions.
Accordingly, the Company does not expect to incur any year 2000
related expenses.
17
<PAGE>
ITEM 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
(a) QUANTITATIVE INFORMATION ABOUT MARKET RISK
i) SERIAL NOTES
The Serial Notes bear interest at rates ranging from 6.36% to
6.85% through maturity. The Serial Notes mature over a
seven-year period beginning one year from February 1, 2000.
Interest is payable semi-annually on February 1 and August.
The outstanding Serial Notes have the following
characteristics:
Maturity date Interest rate Principal
February 1, 2000 6.36% $ 2,650,000
February 1, 2001 6.46% 3,450,000
February 1, 2002 6.55% 3,700,000
February 1, 2003 6.61% 3,950,000
February 1, 2004 6.70% 4,200,000
February 1, 2005 6.80% 4,450,000
February 1, 2006 6.85% 4,400,000
------------
$ 26,800,000
============
As of December 31, 1998, 1997 and 1996, the effective
interest rate for the Serial Notes was 6.641%.
ii) TERM NOTES
Interest on the Term Notes will accrue from the date of
issuance thereof at a rate per annum equal to 8.04%, and will
be payable on each February 1 and August 1 of each year. The
Term Notes will be subject to redemption through the
operation of a mandatory sinking fund on each payment date
commencing February 1, 2008 up to and including August 1,
2018, according to the schedule of sinking fund redemption
payments set forth below. The sinking fund redemption price
is 100% of the principal amount of Term Notes being redeemed,
together with accrued and unpaid interest to the date fixed
for redemption. The Term Notes will mature, and the final
payment of principal and interest on the Term Notes will be
due, on February 1, 2019.
The following table provides the scheduled sinking fund
redemption amounts and final principal payment on the Term
Notes:
18
<PAGE>
SINKING FUND REDEMPTION AMOUNTS AND FINAL PRINCIPAL PAYMENT
Scheduled payment date
February 1, 2008 $ 1,430,000
August 1, 2008 1,490,000
February 1, 2009 1,550,000
August 1, 2009 1,610,000
February 1, 2010 1,675,000
August 1, 2010 1,745,000
February 1, 2011 1,815,000
August 1, 2011 1,885,000
February 1, 2012 1,960,000
August 1, 2012 2,040,000
February 1, 2013 2,125,000
August 1, 2013 2,210,000
February 1, 2014 2,295,000
August 1, 2014 2,390,000
February 1, 2015 2,485,000
August 1, 2015 2,585,000
February 1, 2016 2,690,000
August 1, 2016 2,800,000
February 1, 2017 2,910,000
August 1, 2017 3,025,000
February 1, 2018 3,150,000
August 1, 2018 3,275,000
February 1, 2019 14,410,000
------------
$ 63,550,000
============
(b) QUALITATIVE INFORMATION ABOUT MARKET RISK
The Company was organized solely for the purpose of acquiring and
chartering the Vessel, J. Bennett Johnson, using the proceeds of
the Term Notes and the Serial Notes allocated to the Company by
GSPTC.
ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT
The Company does not have any employees involved in the
management of the Vessel. The following table sets forth the
name, age and principal position with the Company of each of its
directors.
Name Age Position with the Company
- ---- --- -------------------------
Andrew James Baker 39 Director, Secretary
Kate Blankenship 34 Director
Tor Olav Troim 36 Director
19
<PAGE>
Officers are appointed by the Board of Directors and will serve
until they resign or are removed by the Board of Directors.
Andrew James Baker: non-executive Isle of Man resident director
since December 1996 and secretary since November 1996. Mr. Baker
is a solicitor with Cains, Isle of Man who are legal advisers to
the Company and as such are entitled to charge for professional
advice and services. He has been a solicitor with Cains since
March 1994. Prior to that he was a partner with the law firm
Pennington's since 1987.
Kate Blankenship: Mrs. Blankenship has been a director of Golden
State Petro (IOM I-B) PLC since November 1, 1998. She has served
as group financial controller and secretary of Frontline since
1994. Prior to joining Frontline, she was a manager with KPMG
Peat Marwick in Bermuda. Mrs. Blankenship is a member of the
Institute of Chartered Accountants in England and Wales.
Tor Olav Troim: Mr. Troim has been a director of Golden State
Petro (IOM I-B) PLC since November 1, 1998. Mr. Troim serves as
director and vice-president of Frontline. He also serves as a
director of Frontline AB, a wholly-owned subsidiary of Frontline,
and is the Chief Executive Officer of Frontline Management AS,
which company supports Frontline in the implementation of
decisions made by the Board of Directors.
ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS
During 1998, the Company paid its directors and officers
aggregate compensation of 750 pound sterling.
ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM THE REGISTRANT OR
SUBSIDIARIES
Inapplicable.
ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
Inapplicable.
PART II
ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED
Inapplicable.
20
<PAGE>
PART III
ITEM 15. DEFAULTS UPON SENIOR SECURITIES
Inapplicable.
ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR
REGISTERED SECURITIES
Inapplicable.
PART IV
ITEM 17. FINANCIAL STATEMENTS
See the financial statements listed in Item 19 below and set
forth in pages F-1 through F-12.
ITEM 18. FINANCIAL STATEMENTS
Inapplicable.
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS
The following documents are filed as part of this Annual Report:
a) Financial Statements Page
Index to Financial Statements F-1
Report of Grant Thornton LLP, Independent Certified
21
<PAGE>
Public Accountants F-2
Balance Sheets at December 31, 1998 and 1997 F-3
Statements of Operations and Accumulated Deficit for
the Years Ended December 31, 1998 and 1997 and the
period from December 24, 1996 (commencement of
operations) to December 31, 1996 F-4
Statements of Cash Flows for the Years Ended
December 31, 1998 and 1997 and the period from
December 24, 1996 (commencement of operations)
to December 31, 1996 F-5
Notes to Financial Statements F-6
b) Exhibits
Not Applicable.
22
<PAGE>
Designation
of Exhibit in
this Form 20-F Description of Exhibit
- -------------- ---------------------------------------------
1 Supplement No. 1, dated as of January 31, 1999
to the indenture, dated as of December 1,
1996, among Golden State Petroleum Transport
Corporation and Golden State Petro (IOM I-A)
PLC and Golden State Petro (IOM I-B) PLC and
United States Trust Company of New York, as
indenture trustee.
2 Management Agreement, dated as of January 31,
1999 between Golden State Petro (IOM I-B) PLC,
a company organized under the laws of the Isle
of Man and Frontline Ltd., a Bermuda company.
23
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act
of 1934, the registrant certifies that it meets all of the
requirements for filing on Form 20-F and has duly caused this
annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Golden State Petro (IOM I-B) PLC
(Registrant)
by:/s/ Kate Blankenship
___________________________________
Kate Blankenship
(Signature)
Kate Blankenship, Director
Date: June 22, 1999
24
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants F-2
Financial Statements
Balance Sheets F-3
Statements of Operations and Accumulated Deficit F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
F-1
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of
Golden State Petro (IOM I-B) PLC
We have audited the balance sheets of Golden State Petro (IOM I-
B) PLC (a company incorporated in the Isle of Man), a wholly-
owned subsidiary of Golden State Holdings I, Limited, as of
December 31, 1998 and 1997, and the related statements of
operations and accumulated deficit, and cash flows for the years
ended December 31, 1998 and 1997 and the period from December 24,
1996 (commencement of operations) to December 31, 1996. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Golden State Petro (IOM I-B) PLC as of December 31, 1998 and
1997, and the results of its operations and its cash flows for
the years ended December 31, 1998 and 1997 and the period from
December 24, 1996 (commencement of operations) to December 31,
1996 in conformity with accounting principles generally accepted
in the United States of America.
Grant Thornton, LLP
New York, New York
March 18, 1999
F-2
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
BALANCE SHEETS
as of December 31, 1998 and 1997
1998 1997
ASSETS
Restricted investments $ 33,691,366 $ 49,071,145
Debt issue costs 1,033,347 1,129,311
Vessel under construction 57,190,518 42,437,663
------------ -------------
TOTAL ASSETS $ 91,915,231 $ 92,638,119
============ =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Interest payable and other
liabilities $ 2,891,690 $ 2,891,693
Mortgage notes 90,350,000 90,350,000
------------ -------------
TOTAL LIABILITIES 93,241,690 93,241,693
------------ -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock, no par value;
2,000 shares authorized;
2 shares issued and outstanding 2 2
Accumulated deficit (1,326,461) (603,576)
------------ -------------
TOTAL STOCKHOLDERS' DEFICIT (1,326,459) (603,574)
------------ -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 91,915,231 $ 92,638,119
============ =============
See accompanying Notes to Financial Statements
F-3
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
for the years ended December 31, 1998 and 1997 and the period
from December 24, 1996
(commencement of operations) to December 31, 1996
1998 1997 1996
REVENUE
Interest income $ 2,811,514 $ 3,525,454 $ 48,955
------------ ------------ -------------
TOTAL REVENUE 2,811,514 3,525,454 48,955
------------ ------------ -------------
EXPENSES
Interest 3,388,435 3,969,179 59,012
Management fees 50,000 45,833 -
Amortization of
debt issue costs 95,964 95,964 7,997
------------ ------------ -------------
TOTAL EXPENSES 3,534,399 4,110,976 67,009
------------ ------------ -------------
NET LOSS $ (722,885) $ (585,522) $ (18,054)
Accumulated deficit,
beginning of period (603,576) (18,054) -
------------ ------------ -------------
Accumulated deficit,
end of period $(1,326,461) $ (603,576) $ (18,054)
============ ============ =============
See accompanying Notes to Financial Statements
F-4
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1998 and 1997 and the period
from December 24, 1996 (commencement of operations) to December
31, 1996
1998 1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS $ (722,885) $ (585,522) $ (18,054)
Adjustments to reconcile
net loss to net cash
provided by operating activities
Amortization of debt
issue costs 95,964 95,964 7,997
Changes in operating
assets and liabilities
(Decrease) increase
in interest payable
and other liabilities (3) 2,799,929 91,763
------------ -------------- ------------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (626,924) 2,310,371 81,706
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in
restricted investments 15,379,779 (26,077,274) (22,993,871)
Payments made under vessel
construction contract (11,251,224) - (38,941,814)
Interest capitalized (3,501,631) (2,963,097) (32,751)
Transaction costs capitalized - - (500,000)
------------- -------------- ------------
NET CASH USED IN INVESTING
ACTIVITIES (626,924) (29,040,371) (62,468,436)
------------- -------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from mortgage notes - 27,000,000 63,350,000
Debt issue costs - (270,000) (963,272)
Contribution of capital - - 2
------------- -------------- ------------
NET CASH PROVIDED BY FINANCING
ACTIVITIES - 26,730,000 62,386,730
------------- -------------- ------------
NET DECREASE IN CASH $ - $ - $ -
============= ============== ============
F-5
<PAGE>
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash paid during the
period for interest $ 6,890,068 $ 4,153,180 $ -
============= ============== ============
See accompanying Notes to Financial Statements
F-6
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
Notes to Financial Statements
1. DESCRIPTION OF BUSINESS
Golden State Petro (IOM I-B) PLC (the "Company"), together
with Golden State Petro (IOM I-A) PLC ("IOM I-A"), has been
formed as an Isle of Man public limited company for the
purpose of acquiring and chartering two very large crude oil
carriers ("VLCCs").
Golden State Petroleum Transport Corporation ("GSPTC"), a
Delaware corporation as an agent for the Company and IOM I-A,
issued 8.04% First Preferred Mortgage Term Notes for
$127,100,000 (the "Term Notes") and Serial First Preferred
Mortgage Notes for $51,700,000 (the "Serial Notes") (together
the "Notes"). The principal amount of the Term Notes and the
Serial Notes allocated to the Company is $63,550,000 and
$26,800,000, respectively. The proceeds from the offering
and sale of the Notes allocated to the Company are being used
by the Company to fund the construction of a VLCC by Samsung
Corporation and Samsung Heavy Industries Co. Ltd.
(collectively, the Builders") under the technical supervision
of the Chevron Shipping Company as agent for Chevron
Transport Corporation (the "Initial Charterer") which is an
indirect, wholly-owned subsidiary of Chevron Corporation.
The contracted delivery date of the VLCC is July 1, 1999
although the vessel was delivered early on March 15, 1999
(see Note 10). The VLCC, once accepted by the Company under
the building contract, will be chartered to the Initial
Charterer pursuant to an initial charter for a term of
eighteen years. The Initial Charterer has an option to
terminate the charter on the eighth anniversary of the
delivery date for the VLCC. The Initial Charterer's
obligations under the initial charter will be guaranteed by
Chevron Corporation.
The Company, IOM I-B, and GSPTC are wholly-owned subsidiaries
of Golden State Holdings I, Limited, an Isle of Man holding
company. Prior to May 12, 1998, Golden State Holdings I,
Limited was wholly owned by Cambridge Petroleum Transport
Corporation, a Cayman Islands company ("CPTC"). On May 12,
1998, all of the issued and outstanding shares of Golden
State Holdings I, Limited were sold by CPTC to Independent
Tankers Corporation, a Cayman Islands company ("ITC"). On
the same date, all of the issued and outstanding shares of
ITC were sold to Frontline Ltd. ("Frontline"), a publicly
listed Bermuda company.
F-7
<PAGE>
Pursuant to a share purchase agreement dated December 23,
1998, as amended on March 4, 1999, Frontline has sold,
effective as of July 1, 1998, all of the issued and
outstanding shares of ITC to Hemen Holding Limited, a Cyprus
company ("Hemen"). Hemen is the principal shareholder of
Frontline and is indirectly controlled by Mr. John
Fredriksen, the Chairman and Chief Executive Officer of
Frontline.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements have been prepared in accordance
with accounting principles generally accepted in the United
States of America.
ALLOCATION OF MORTGAGE NOTES
The Company is jointly and severally liable under the Notes
with IOM I-A for the issued amount of $178,800,000. In
preparing the separate company financial statements of the
Company and IOM I-A, the aggregate amount of the Notes has
been allocated so as to reflect the difference in the
contracted cost of the vessels.
OPERATING LEASE
The operating lease commences upon the delivery of the vessel
to the Initial Charterer. Income from the operating lease
will be recognized rateably over the term of the leases.
F-8
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
Notes to Financial Statements continued
VESSEL UNDER CONSTRUCTION
Construction in progress is capitalized in accordance with
contract payments made and also includes the capitalization
of interest charges and certain transaction costs incurred
during the period of the vessel's construction.
DEBT ISSUE COSTS
Debt issue costs comprise expenses incurred in connection
with the issuance of the Notes. Such expenses are being
amortized over the weighted average life of the Serial Notes,
and the life of the Term Notes, respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The methods and assumptions used in estimating the fair
values of financial instruments are as follows:
Restricted Investments: The restricted investments
balance represents an investment in a guaranteed
investment contract which is readily convertible into
cash. The guaranteed investment contract is considered
to be an investment held to maturity and as such is
stated at cost plus accrued interest, which approximates
fair value. This contract is with Pacific Mutual Life
Insurance, a California life insurance company, and is
held in the name of the United States Trust Company on
behalf of the Company as the Indenture Trustee.
Mortgage Notes: The carrying value of the Notes
approximates fair value as of December 31, 1998 and 1997
based upon the current borrowing rates available for
financing with similar terms and maturities and the
short elapsed time between the date of the balance sheet
and the date of issuance of the Notes.
Interest Payable and Other Liabilities: The carrying
values approximate fair values due to their relatively
short maturities.
ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America requires management to make estimates and
assumptions in determining the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the
reported amounts of revenue and expenses during the reporting
periods. Actual results could differ from such estimates.
F-9
<PAGE>
INCOME TAXES
The Company is exempt from United States Federal, state and
local income taxes on its international shipping income and
has been granted exemptions from the statutory 20% tax on
profits required to be assessed against Isle of Man
companies.
Certain entities are exempt from US corporate income tax on
US source income from their international shipping operations
if (i) their countries of incorporation exempt shipping
operations of US persons from income tax (the "Incorporation
Test") and (ii) they meet the "Ultimate Owner Test". A
company meets the Ultimate Owner Test if more than 50% of the
value of its stock is owned directly or indirectly pursuant
to specified constructive stock ownership rules by
individuals who are residents of a foreign country that
exempts US persons from tax on shipping earnings. The
Company meets the Incorporation Test because the Company is
incorporated in the Isle of Man, which provides the required
exemption to US persons involved in shipping operations
pursuant to an exchange of diplomatic notes with the United
States, and the Company believes more than 50% of the value
of its outstanding stock is indirectly owned by individuals
who are residents of countries which provide the required
exemption to US persons involved in shipping operations. The
issue of residence is, however, inherently factual and cannot
be determined with certainty.
Based on the foregoing, the Company expects all of its income
to remain exempt from United States Federal, state and local
income taxes. Accordingly, no provision for taxes has been
made in these financial statements.
3. ADOPTION OF NEW ACCOUNTING STANDARDS
In 1998, the Company has adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income", SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information" and SFAS
No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits". The adoption of these standards
has not had a material effect on the presentation of the
Company's balance sheet or results of operations.
SFAS No. 133, "Accounting for Derivatives and Hedging
Activities" is effective for all fiscal quarters of all
fiscal years beginning after June 15, 1999 (January 1, 2000
for the Company) and requires that all derivative instruments
be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income,
F-10
<PAGE>
depending on whether a derivative is designated as part of a
hedge transaction and, if it is, the type of hedge
transaction.
The Company anticipates that the adoption of SFAS No. 133
will not have a material effect on the presentation of the
Company's balance sheet or results of operations and
accumulated deficit.
4. RESTRICTED INVESTMENTS
The Restricted Investments Account (the "Account") was
established in the name and under the control of the United
States Trust Company as the Indenture Trustee (the
"Trustee"). The proceeds of the Notes issued on behalf of
the Company were deposited into the Account in the form of a
guaranteed investment contract. The funds in this account
can be used only to fund the installment construction
payments, principal and interest due on the Notes and
management fees.
5. VESSEL UNDER CONSTRUCTION
The cost of the vessel under construction is comprised of the
following amounts:
1998 1997 1996
Cost at beginning of
year or period $ 42,437,663 $ 39,474,565 $ -
Purchase price
installments paid 11,251,224 - 38,941,814
Interest capitalized 3,501,631 2,963,098 32,751
Transaction costs
capitalized - - 500,000
------------- ------------ ------------
Cost at end of year
or period $ 57,190,518 $ 42,437,663 $ 39,474,565
============= ============ ============
6. MORTGAGE NOTES
On December 24, 1996, GSPTC, a special purpose Delaware
corporation which is an entity affiliated with the Company,
acted as agent on behalf of the Company and IOM I-A and
issued the Notes, certain terms of which are set forth below.
The Company was allocated, along with IOM I-A, a share of the
proceeds from the offering and sale of the Notes, which
totaled $90,350,000. These funds allocated to the Company
are being used to fund the construction and acquisition of a
VLCC.
F-11
<PAGE>
The Notes have priority of payment as described in the
Indenture Agreement and are collateralized by a statutory
first mortgage on the vessel and assignment of the following
to the Trustee: (i) the building contract with the Builders
and a technical supervision agreement; (ii) the building
contract performance guarantee with the Korea Development
Bank; (iii) the initial charter; (iv) the charter supplement
(pursuant to the issuance of Additional Notes); (v) the
Chevron Corporation guarantee; and (vi) certain other
collateral.
SERIAL NOTES
The Serial Notes were issued in the aggregate principal
amount of $51,700,000, of which $26,800,000 was allocated to
the Company.
Set forth below are the allocated principal amounts and the
interest rates of the Serial Notes payable on each maturity
date for the Company, as at December 31, 1998, 1997 and 1996.
Maturity date Interest rate Principal
February 1, 2000 6.36% $ 2,650,000
February 1, 2001 6.46% 3,450,000
February 1, 2002 6.55% 3,700,000
February 1, 2003 6.61% 3,950,000
February 1, 2004 6.70% 4,200,000
February 1, 2005 6.80% 4,450,000
February 1, 2006 6.85% 4,400,000
------------
$ 26,800,000
============
Interest has been accrued for the Serial Notes from December
24, 1996, and is payable on February 1 and August 1 of each
year. As of December 31, 1998, 1997 and 1996, the effective
interest rate for the Serial Notes was 6.641%.
TERM NOTES
The Term Notes were issued by GSPTC, acting as an agent for
both the Company and IOM I-A, in the aggregate principal
amount of $127,100,000. The allocated principal amount of
Term Notes to the Company is $63,550,000. Interest on the
Term Notes is payable on each February 1 and August 1.
The Term Notes will be subject to redemption through the
operation of a mandatory sinking fund on each payment date
commencing February 1, 2008 up to and including August 1,
2018, according to the schedule of sinking fund redemption
payments set forth below. The sinking fund redemption price
is 100% of the principal amount of Term Notes being redeemed,
together with accrued and unpaid interest to the date fixed
F-12
<PAGE>
for redemption. The Term Notes will mature, and the final
payment of principal and interest on the Term Notes will be
due, on February 1, 2019. The amortization schedule will
approximate the level of debt service through to the maturity
date with an additional principal payment on the maturity
date of $10,995,000.
The following table provides the scheduled sinking fund
redemption amounts and final principal payment on the Term
Notes:
F-13
<PAGE>
SINKING FUND REDEMPTION AMOUNTS AND FINAL PRINCIPAL PAYMENT
Scheduled payment date
February 1, 2008 $ 1,430,000
August 1, 2008 1,490,000
February 1, 2009 1,550,000
August 1, 2009 1,610,000
February 1, 2010 1,675,000
August 1, 2010 1,745,000
February 1, 2011 1,815,000
August 1, 2011 1,885,000
February 1, 2012 1,960,000
August 1, 2012 2,040,000
February 1, 2013 2,125,000
August 1, 2013 2,210,000
February 1, 2014 2,295,000
August 1, 2014 2,390,000
February 1, 2015 2,485,000
August 1, 2015 2,585,000
February 1, 2016 2,690,000
August 1, 2016 2,800,000
February 1, 2017 2,910,000
August 1, 2017 3,025,000
February 1, 2018 3,150,000
August 1, 2018 3,275,000
February 1, 2019 14,410,000
------------
$ 63,550,000
============
ADDITIONAL NOTES
The Company shall be entitled to issue an additional series
of first preferred mortgage notes (the "Additional Notes")
upon the delivery date of the vessel. The Company did not
exercise this entitlement on the delivery of the vessel.
MANDATORY REDEMPTION
The Serial Notes, together with the Term Notes and the
Additional Notes, will be subject to mandatory redemption on
a pro rata basis in an aggregate principal amount equal to
the allocated principal amount of the Notes of the vessel if
the vessel is a total loss, at a redemption price equal to
100% of the principal amount thereof, plus accrued and unpaid
interest (including default interest) to the date fixed for
redemption.
If the Initial Charterer exercises any of its termination
options as defined in the Initial Charter, and the Company
does not enter into acceptable replacement charter for the
vessel on or before the date which is one week prior to the
next sinking fund payment date for the Term Notes following
F-14
<PAGE>
the effective date of such termination and the vessel is
sold, with the consent of all the holders of the Term Notes,
then the outstanding Term Notes will be redeemed in part,
from the net proceeds of the sale of the vessel and the
allocable portion of the Restricted Investments account, in
an aggregate redemption price equal to the sum of such net
proceeds and the allocable portion of the debt service
reserve fund. The debt service reserve fund, together with
the interest earned thereon, provides for the payment of the
average annual sinking fund payment and interest on the Term
Notes. If all the holders of the Term Notes do not consent
to such a sale, Frontline as Manager, will attempt to
recharter the vessel.
OPTIONAL REDEMPTION
The Serial Notes will not be subject to optional redemption
prior to the respective maturity dates.
The Term Notes may be redeemed in whole or in part at the
discretion of the Company on any payment date on or after the
later of (a) August 1, 1999 or (b) the delivery date of the
last vessel (whether the vessel of the Company or the vessel
of IOM I-A to be delivered at a redemption price equal to
100% of the principal amount thereof plus accrued and unpaid
interest to the date fixed for redemption, provided that if
(i) such redemption occurs prior to February 1, 2018 and (ii)
a vessel is then subject to the related Initial Charter or to
an acceptable replacement charter pursuant to which the
charterer thereunder is required to pay charter hire equal to
or greater than the charter hire payable by the Initial
Charterer during the fixed period, then the make-whole
premium, as defined in the Offering Memorandum, shall be
payable with respect to Mortgage Notes in an amount equal to
allocated principal amount of the Mortgage Notes for such
vessel. The Company may not exercise such optional
redemption if such optional redemption would adversely affect
the then applicable ratings on the Serial Notes. In
addition, Term Notes may be redeemed in part in an aggregate
principal amount equal to the allocated principal amount of
the Notes for the vessel if the Initial Charter for the
vessel is terminated and an acceptable replacement charter is
not entered into, at a redemption price equal to 100% of the
principal amount thereof plus accrued interest to the date
fixed for redemption.
DEBT COVENANTS
The Indenture includes certain covenants that, among other
things, prohibit the Company and GSPTC from incurring
additional indebtedness (other than Additional Notes or
subordinated loans) and impose limitations on the amount of
investments, on loans, advances, mergers, the payment of
F-15
<PAGE>
dividends and the making of certain other payments, the
creation of liens and certain transactions with affiliates.
7. COMMITMENTS AND CONTINGENCIES
The following is a schedule by years of minimum future
charter income on the noncancellable portion of the operating
lease for the fiscal years ending December 31:
1999 $ 4,950,218
2000 9,927,635
2001 9,927,635
2002 9,927,635
2003 9,927,635
2004 - 2008 34,760,322
------------
$ 79,421,080
============
Future contractual payments to be made under the shipbuilding
contract are as follows:
1999 $ 27,690,590
============
8. CONCENTRATION OF CREDIT RISK AND OTHER RISK
The Company has no sources for the payment of the principal
of, and the interest on, the Notes except for the Restricted
Investments accounts held by the Trustee. Accordingly, the
Company's ability to pay debt service on the Notes is wholly
dependent upon its financial condition, results of operation
and cash flows when the vessel is in operation.
The Company's vessel under construction is produced under a
contract with a shipyard in the Republic of Korea ("RK").
The production and delivery of this vessel is subject to the
risk of nonperformance by the shipyard due to political or
economic changes in the RK, as well as interruptions in sea
or air transportation in the area. Although the Company has
received various performance guarantees from the shipyard and
its bank to recover its investment in the event of
nonperformance, there can be no conclusive assurance that the
counterparties will perform. Also, the Company's future
shipping operations would be significantly disrupted if such
an event were to occur.
There is a concentration of credit risk with respect to
Restricted Investments to the extent that all of the amounts
are carried with Pacific Mutual Life Insurance.
F-16
<PAGE>
There is a concentration of credit risk due to the fact that
the sole source of charter income is Chevron Transport
Corporation. The Company does not consider this is a
significant risk.
9. RELATED PARTY TRANSACTIONS
Pursuant to an agreement (the "Management Agreement") between
the Company and Cambridge Fund Management, L.L.C. (the
"Manager"), an affiliate of the Company, the Manager agreed
to provide administrative management and advisory services to
the Company at an annual fee of $50,000. The fee is payable
to the Manager semi-annually. All recurring fees are payable
by the Manager from the Management Fee. The Management
Agreement is effective until termination by either party upon
30 days prior written notice. Management fee expenses and
management fee payable as of December 31, 1998, 1997 and 1996
are as follows:
1998 1997 1996
Management fee expenses $ 50,000 $ 45,833 $ -
Management fee payable $ 20,833 $ 20,833 $ -
In connection with the issuance of the Notes, the Company
paid structuring fees of $500,000 in 1996 to CPTC, an
affiliated entity.
CPTC has contributed or waived and expects to continue to
contribute or waive shipbuilding brokerage commissions and
other services during the construction of the vessel. The
Company has reflected these contributed services as a total
reduction of $1,139,976 in the delivered cost of the vessel.
10. SUBSEQUENT EVENTS
On January 31, 1999, Cambridge Fund Management, L.L.C.
resigned as Manager and on the same date was replaced as
Manager by Frontline under the same terms as described above.
On March 15, 1999, the Company took delivery of the VLCC "J.
Bennett Johnson" under the terms of the building contract
and, on the same date, the vessel was accepted by the Initial
Charterer. A premium of $1,037,091 was paid to the Builders
in respect of the early delivery.
F-17
02089007.AB0
<PAGE>
SUPPLEMENT NO. 1 TO INDENTURE
Supplement No. 1, dated as of January 31, 1999 (the
"Supplement") to the indenture, dated as of December 1, 1996 (the
"Indenture"), among Golden State Petroleum Transport Corporation
("Golden State Petroleum") and Golden State Petro (IOM I-A) Plc
and Golden State Petro (IOM I-B) Plc (each, a "Company" and M)C)
(R)together, the "Companies") and United States Trust Company of
New York, as indenture trustee (the "Trustee").
WITNESSETH
WHEREAS, the Trustee has received notice from Cambridge
Fund Management L.L.C. (the "Manager") of its resignation
pursuant to the terms of the Management Agreements, each dated as
of December 1, 1996 , between the Manager and each Company;
WHEREAS, each Company has appointed Frontline Ltd., a
company organized under the laws of Bermuda ("Frontline"), as
successor manager under the relevant Management Agreement;
WHEREAS, the execution and delivery of this Supplement
has been authorized by a resolution of the Board of Directors of
each Company;
WHEREAS, concurrently with the execution hereof, each
Company has delivered an Officer's Certificate and has caused its
special counsel, Seward & Kissel, to deliver to the Trustee an
Opinion of Counsel, each to the effect that this Supplement
complies with Article 10 and Section 10.1 of the Indenture and
that all conditions precedent provided for in the Indenture
relating to this Supplement have been complied with; and
WHEREAS, all conditions and requirements of the
Indenture necessary to make this Supplement a valid, binding and
legal instrument in accordance with its terms have been performed
and fulfilled by the parties hereto and the execution and
delivery thereof have been in all respects duly authorized by the
parties hereto.
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, the parties hereto agree as
follows:
1. Definitions. Unless otherwise amended by the terms of
this Supplement, capitalized terms used but not defined herein
shall have the respective meanings assigned to them as set forth
in the Indenture.
1
<PAGE>
2. Authority for this Supplement. This Supplement is
entered into by the parties hereto pursuant to and in accordance
with the terms and conditions set forth in Section 10.1(a) of the
Indenture.
3. Trustee's Acknowledgment. Pursuant to this Supplement,
the Trustee hereby acknowledges that, effective January 31, 1999,
the Manager shall resign from its position as manager under each
Management Agreement and that the Trustee shall pay from funds
available therefor under the Indenture any amounts owing to the
Manager under each Management Agreement prorated on a daily basis
from the last preceding Payment Date until the date hereof. The
Trustee further acknowledges that Frontline will serve as
successor manager pursuant to two new management agreements (the
"Frontline Management Agreements") between Frontline and each
Company, each dated as of January 31, 1999.
4. Grant of Security Interest. To secure the payment of
the principal of, premium, if any, and interest on the Notes, the
payment of any other amounts due under the Indenture or any other
Security Document and the performance of all covenants, terms and
conditions under the Indenture and the other Security Documents,
each Company does hereby grant, bargain, sell, assign, transfer,
convey, mortgage, pledge and grant a security interest in and
confirm to the Trustee, its successors and assigns, in trust for
the Noteholders, a first priority security interest in and first
Lien on all estate, right, title and interest of such Company in,
to and under the Frontline Management Agreements.
5. Governing Law. This Supplement shall be governed by and
construed in accordance with, the laws of the State of New York,
without regard to its rules regarding conflict of laws.
6. Effectiveness. Except as expressly modified, amended or
supplemented hereby, the Indenture shall remain in full force and
effect.
7. Counterparts. This Supplement may be executed in any
number of counterparts, and by different parties hereto on
separate counterparts, each of which, when so executed and
delivered shall be an original but all such counterparts shall
together constitute but one and the same instrument.
2
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Supplement to be duly executed and delivered
as of the date first above written.
GOLDEN STATE PETROLEUM TRANSPORT
CORPORATION,
as Agent
By:/s/ Alexandra Kate Blankenship
___________________________________
Name: Alexandra Kate Blankenship
Title: Secretary
GOLDEN STATE PETRO (IOM 1-A) PLC
By:/s/ Alexandra Kate Blankenship
___________________________________
Name: Alexandra Kate Blankenship
Title: Assistant Secretary
GOLDEN STATE PETRO (IOM 1-B) PLC
By:/s/ Alexandra Kate Blankenship
___________________________________
Name: Alexandra Kate Blankenship
Title: Assistant Secretary
UNITED STATES TRUST COMPANY OF NEW
YORK, not in its individual
capacity, but solely as Trustee.
By:/s/ Margaret Ciesmelewski
___________________________________
Name: Margaret Ciesmelewski
Title: Assistant Vice President
3
<PAGE>
FRONTLINE LTD., MANAGER
GOLDEN STATE PETRO (IOM I-B) PLC
MANAGEMENT AGREEMENT
4
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS.................................................1
ARTICLE II
ADMINISTRATIVE MANAGEMENT OF THE OWNER......................1
Section 2.01 Appointment of Manager as Manager of Administrative
Obligations of Owner..............................1
Section 2.02 Administrative Responsibilities of Manager........2
ARTICLE III
ADMINISTRATIVE MANAGEMENT OF THE VESSEL.....................2
Section 3.01 Appointment of Manager as Manager of the Vessel...2
Section 3.02 Responsibilities of the Manager...................2
Section 3.03 Manager to Act as Attorney-in-Fact of Owner.......3
Section 3.04 Manager to Act as Owner's Remarketing Agent.......4
Section 3.05 Manager's Remarketing Obligations.................4
Section 3.06 Manager's Activities on Behalf of Owner...........5
ARTICLE IV
GENERAL PROVISIONS REGARDING THE MANAGER....................5
Section 4.01 No Duties Except As Specified in Agreement or
Instructions......................................5
Section 4.02 Resignation of Manager............................6
Section 4.03 Indemnification...................................6
Section 4.04 Compensation......................................7
ARTICLE V
MISCELLANEOUS PROVISIONS....................................7
Section 5.01 Amendment.........................................7
Section 5.02 Severability......................................7
i
<PAGE>
Section 5.03 Notices...........................................7
Section 5.04 Captions..........................................7
Section 5.05 Governing Law.....................................8
Section 5.06 No Demise.........................................8
Section 5.07 No Partnership....................................8
Section 5.08 Counterparts......................................8
Section 5.09 Survival..........................................8
Section 5.10 Integration.......................................8
Section 5.11 Reproduction of Documents.........................8
Section 5.12 General Interpretive Principles...................9
ii
<PAGE>
This Management Agreement, dated as of January 31, 1999
(the "Agreement"), between Golden State Petro (IOM I-B) PLC, a
company organized under the laws of the Isle of Man (the "Owner")
and Frontline Ltd., a Bermuda company (the "Manager").
PRELIMINARY STATEMENT
The Owner issued first preferred mortgage notes (the
"Notes") to finance the construction of a very large crude
carrier (the "Vessel") pursuant to a trust indenture (the
"Indenture"), dated as of December 1, 1996, by and among Golden
State Petroleum Transport Corporation, as agent, the Owner,
Golden State Petroleum (IOM I-A) Plc and United States Trust
Company of New York (the "Indenture Trustee"), as indenture
trustee. The Owner has entered into a bareboat charter (the
"Initial Charter") with Chevron Transport Corporation (the
"Initial Charterer").
The Owner and Cambridge Fund Management L.L.C.
("Cambridge") entered into a Management Agreement dated as of
December 1, 1996 pursuant to which Cambridge provided management
services for the Vessel and the Owner. Effective January 31,
1999, Cambridge resigned as Manager.
The Owner desires to engage the Manager to provide
management services for the Vessel and the Owner and the Manager
is willing to provide such services to the Owner pursuant to this
Agreement upon the terms and subject to the conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants
and agreements herein contained and of other good and valuable
consideration, the receipt of which is hereby acknowledged the
Owner and the Manager hereby agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined in Schedule I to this
Agreement, capitalized terms shall have the meanings assigned to
such terms in the Indenture.
ARTICLE II
ADMINISTRATIVE MANAGEMENT OF THE OWNER
Section 2.01
Appointment of Manager as Manager of Administrative
Obligations of Owner. The Owner hereby appoints the Manager and
1
<PAGE>
the Manager hereby accepts its appointment as manager of the
administrative and corporate obligations of the Owner.
Section 2.02
Administrative Responsibilities of Manager. The Manager
hereby covenants and agrees with the Owner that the Manager shall
or shall cause its designee to do the following:
maintain the books and records of the Owner;
prepare and file the annual financial statements
and annual tax returns of the Owner, if required;
provide all office staff and accommodation of the
Owner;
prepare and submit invoices to the Owner or to the
Owner's assignee for the cost and expense of (A)
recording the Mortgage under the laws of the
Registration Jurisdiction, (B) the annual corporate
fees of the Owner, (C) the annual fees of the
officers and directors of the Owner, (D) the annual
premiums for directors and officers liability
insurance for the directors and officers of the
Owner, if any, and (E) any other expenses properly
incurred on behalf of the Owner;
on or prior to one (1) Business Day prior to a
Payment Date, determine and certify to the
Indenture Trustee (A) the estimated Recurring Fees
for the Vessel which are then due and payable and
(B) the estimated Recurring Fees for the Vessel
which will become due and payable on the next
succeeding Payment Date as contemplated by Section
3.3 of the Indenture;
pay any and all of the Recurring Fees pursuant to
Section 3.3 of the Indenture: and
provide notice to the Indenture Trustee on or prior
to three (3) Business Days prior to each
Installment Date.
ARTICLE III
ADMINISTRATIVE MANAGEMENT OF THE VESSEL
Section 3.01
2
<PAGE>
Appointment of Manager as Manager of the Vessel. The
Owner hereby appoints the Manager and the Manager hereby accepts
its appointment to act as administrative manager of the Vessel
from and after the date hereof to the date the Vessel is disposed
of by the Owner or the Manager is removed pursuant to Section
4.02.
Section 3.02
Responsibilities of the Manager. The Manager hereby
covenants and agrees with the Owner that:
(a) From the date hereof to the date of termination of
the Initial Charter pursuant to the provisions thereof, the
Manager shall monitor and enforce the performance by the Initial
Charterer of its obligations under and pursuant to the Initial
Charter. Thereafter, if the Owner enters into an Acceptable
Replacement Charter or substitute charter, the Manager shall
monitor and enforce the performance by any subsequent charterer
(a "Subsequent Charterer") of its obligations under and pursuant
to an Acceptable Replacement Charter or substitute charter. In no
event shall the Manager be responsible for the costs and expenses
incurred in connection with the enforcement of the Initial
Charter, any Acceptable Replacement Charter or substitute
charter.
(b) The Manager shall review the insurance certificates
provided by the Initial Charterer (or Subsequent Charterer)
pursuant to the terms of the Initial Charter (or Acceptable
Replacement Charter or substitute charter) to determine whether
such certificates comply with the terms of the Initial Charter
(or Acceptable Replacement Charter or substitute charter);
provided, however, that in no event shall the Manager be liable
for the placement of additional insurance on the Vessel or the
payment or advancement of any premiums or calls.
(c) The Manager shall handle and process any claims
arising in connection with the insurances of the Vessel in
accordance with Clause 11 of the Initial Charter (or the
pertinent provisions of the Acceptable Replacement Charter or
substitute charter).
(d) The Manager shall review any and all assignments
and subcharters of the Vessel to determine if they meet the
requirements of the Initial Charter (or Acceptable Replacement
Charter or substitute charter).
(e) The Manager shall review any and all approvals or
consents requested by the Initial Charterer (or Subsequent
Charterer) pursuant to the terms of the Initial Charter (or
3
<PAGE>
Acceptable Replacement Charter or substitute charter) and advise
the Owner or the Owner's assignee with respect to same.
(f) The Manager shall provide the services of such
officers and other staff of suitable skills and experience from
among the members of the staff of the Manager as may be necessary
in order properly to perform the services referred to herein.
(g) The Manager shall provide office equipment and the
use of accounting or computing equipment when and to the extent
required and the necessary executive, clerical and secretarial
personnel for the performance of the services herein set out.
(h) The Manager shall keep all books and records of
things done and transactions performed on behalf of the Owner.
Section 3.03
Manager to Act as Attorney-in-Fact of Owner. The Owner
hereby constitutes the Manager, and its successors and assigns,
its true and lawful attorney, irrevocably, with full [Bpower in
its own name, in the name of its agents or nominees or in the
name of the Owner or otherwise, to execute any and all documents,
instruments, agreements and applications for and on behalf of the
Owner relating to or in connection with (i) the registration of
the Vessel under the laws of the Registration Jurisdiction, (ii)
the monitoring and enforcement of the terms and conditions of the
Initial Charter (or Acceptable Replacement Charter or substitute
charter) and (iii) the performance by the Owner of its
obligations under the Initial Charter (or Acceptable Replacement
Charter or substitute charter) as the Manager may deem to be
necessary or advisable.
Section 3.04
Manager to Act as Owner's Remarketing Agent. The Owner
hereby appoints and the Manager accepts appointment as the
Owner's exclusive marketing agent with respect to the sale and/or
charter of the Vessel on the terms and conditions set forth in
this Agreement.
Section 3.05
Manager's Remarketing Obligations. (a) The Manager
shall commence marketing of the Vessel upon receipt of written
notice (the "Commencement Notice") from the Owner stating that
the Initial Charterer has given the Owner notice of the Initial
Charter's election not to renew the Initial Charter. The Manager
will obtain the services of brokers to assist it in its
remarketing efforts. Among the brokers the Manager may use (on a
4
<PAGE>
non-exclusive basis) are McQuilling Brokerage Partners, Inc. and
ACM Shipping Limited.
(b) The Manager shall promptly solicit bids for and
advise the Owner and the Indenture Trustee, as assignee of the
Owner, as to the availability of an Acceptable Replacement
Charter.
(c) In the event that the Manager notifies the Indenture
Trustee, as assignee of the Owner, and the Owner that an
Acceptable Replacement Charter is commercially unavailable, then
the Manager shall be directed by notice in writing from the Owner
or the Indenture Trustee, as assignee of the Owner, to solicit
bids for the sale of the Vessel.
(d) The Manager shall forward to the Indenture Trustee
the highest cash bid for the sale of such Vessel received after
the receipt of the Commencement Notice to the date which is one
week prior to the next succeeding principal payment date (the
"Remarketing Period") that will when added to the Allocable
Portion of the Debt Service Reserve Fund, at least equal the
Allocated Principal Amount of the Notes for such Vessel, plus
interest accrued but unpaid thereon; provided, however, if there
are no such bids, the Manager shall forward to the Indenture
Trustee all other cash bids received during the Remarketing
Period by the Manager for the sale of the Vessel. The Indenture
Trustee shall instruct the Manager whether or not to accept any
such bid.
(e) In the event that there are no bids for the sale of
the Vessel or the Indenture Trustee instructs the Manager not to
accept any bid for the sale of the Vessel, then the Manager shall
consult with the Owner and the Indenture Trustee and shall
attempt to recharter the Vessel upon such terms as it shall, in
its sole discretion, deem appropriate so long as (i) such charter
is an arms'' length agreement, (ii) the charterhire payable
thereunder during the term thereof is an amount sufficient to (A)
make the mandatory sinking fund payments, together with all
interest payments on the Allocated Principal Amount of the Notes
for the Vessel, (B) pay Recurring Fees for the Vessel and the
cost of insurance not maintained by the Substitute Charterer
under such substitute charter, (C) pay the Management Fees for
the Vessel and (D) pay the amount of fees and expenses of the
Indenture Trustee allocable to the Vessel.
(f) If the Manager is unable to obtain any bids for the
recharter of the Vessel, it shall promptly advise the Owner and
the Indenture Trustee and recommend what alternatives are
available for the employment or disposition of the Vessel.
Section 3.06
5
<PAGE>
Manager's Activities on Behalf of Owner. In connection
with the performance of its services hereunder on behalf of the
Owner, the Manager shall not perform such services from an office
or fixed place of business in the United States within the
meaning of sections 864 or 887(b)(4) of the Code and shall use
its best efforts to avoid treatment of the Owner as being engaged
in a trade or business in the United States or having any such
office or fixed place of business in the United States.
ARTICLE IV
GENERAL PROVISIONS REGARDING THE MANAGER
Section 4.01
No Duties Except As Specified in Agreement or
Instructions. (a) The Manager shall not have any duty or
obligation to manage, make any payment in respect of, register,
record, sell, repair, advance any amounts in connection with the
repair of, dispose of or otherwise deal with the Vessel or any
part thereof, or otherwise take or refrain from taking any action
under, or in connection with, any document contemplated hereby to
which the Manager is a party, except as expressly provided by the
terms of this Agreement. No implied duties or obligations shall
be read into this Agreement against the Manager.
(b) Under no circumstances shall the Manager be liable
for (i) the Owner's obligations under the Indenture, the Security
Documents, the Initial Charter or the indebtedness evidenced by
the Notes or (ii) the validity or sufficiency of the Indenture or
any of the Security Documents. The Manager shall not assume any
liability, duty or obligation to any Person, other than as
expressly provided for herein.
(c) The Manager shall not have any duty to conduct any
affirmative investigation, other than as specifically set forth
in this Agreement, as to the Initial Charterer's (or Acceptable
Replacement Charterer's or Subsequent Charterer's) performance of
its obligations under the Initial Charter (or Acceptable
Replacement Charter or substitute charter) or the condition of
the Vessel.
(d) No provision of this Agreement shall be construed to
relieve the Manager from liability for its own grossly negligent
action, its own grossly negligent failure to act or its own
willful misconduct. The duties and obligations of the Manager
shall be determined solely by the express provisions of this
Agreement and the Manager shall not be liable except for the
performance of its duties and obligations as specifically set
forth in this Agreement. No implied covenants or obligations
shall be read into this Agreement against the Manager and, in the
6
<PAGE>
absence of bad faith on the part of the Manager, the Manager may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Manager and conforming
to the requirements of this Agreement.
(e) The Manager may consult with counsel and any advice
or opinion of counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such
advice or opinion of counsel.
(f) The right of the Manager to perform any
discretionary act enumerated in this Agreement shall not be
construed as a duty, and the Manager shall not be answerable for
other than its gross negligence or willful misconduct in the
performance of such act, and the delivery hereunder to the
Manager of any notice, document or report shall not give rise to
an affirmative obligation on the part of the Manager to take any
action with respect thereto, except as otherwise expressly
provided herein.
Section 4.02
Resignation of Manager. The Manager may resign its
duties at any time upon 30 days prior written notice to the Owner
and the Indenture Trustee. The Manager may be removed by the
Owner with or without cause upon 30 days prior written notice to
the Manager and the Indenture Trustee; provided, however, if the
Owner removes the Manager without cause, the Manager shall be
entitled to receive the compensation described in Section 4.04(a)
hereof through the date which is 90 days after the receipt of
such notice. In the event of the resignation or removal of the
Manager, a successor manager shall be appointed by the Owner. The
Owner shall give the Indenture Trustee notice of the successor
manager's acceptance of such appointment and shall cause such
successor to execute any and all documents requested by the
Indenture Trustee to evidence such successor's acceptance of all
of the obligations of the Manager pursuant to this Agreement. For
the purposes of this Agreement, any material breach of any
material obligation of the Manager hereunder shall give the Owner
the right to remove the Manager with cause.
Section 4.03
Indemnification. The Owner shall indemnify the Manager
and its successors and assigns, and hold them harmless against
and from, any and all liabilities, obligations, losses, damages,
taxes, penalties, claims, actions, suits, costs, expenses
(including legal fees and expenses) of any kind and nature
whatsoever (collectively, "Expenses") which may be imposed on,
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incurred by or asserted at any time against the Manager (whether
or not indemnified against by other parties) in any way relating
to or arising out of this Agreement, the Indentures or any
Security Document; provided, however, that the Owner shall not be
required to indemnify the Manager for Expenses arising or
resulting from its own willful misconduct or gross negligence.
Section 4.04
Compensation. (a) The Manager shall receive as
compensation for its services hereunder an amount equal to
$50,000 per annum, payable semi-annually in arrears on each
Payment Date subject to the limitations provided in Section 3.3
of the Indenture.
(b) Whenever any payment to the Manager under this
Agreement shall be due on a day other than a Business Day, the
date of payment thereof shall be extended to the next succeeding
Business Day, unless such extension would cause payment to be
made in the next succeeding calendar month, in which case such
date shall be advanced to the next preceding Business Day.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01
Amendment. This Agreement may be amended from time to
time by written agreement signed by the parties hereto upon the
written consent of the Indenture Trustee.
Section 5.02
Severability. If any provision of this Agreement 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 contained in this
Agreement shall not affect the remaining portions of this
Agreement, 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
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have been duly given upon receipt (a) in the case of the Manager,
at the following address: 101 Front Street, Hamilton HM GX,
Bermuda, (b) in the case of the Owner, at the following address:
15-19 Athol Street, Douglas, Isle of Man and (c) in the case of
the Indenture Trustee, at the following address: 114 West 47th
Street, New York, New York 10036-1532 Attention: Corporate Trust
Department, or at other such address as shall be designated by
such party in a written notice to the other parties.
Section 5.04
Captions. The captions or headings in this Agreement are
for convenience only and in no way define, limit or describe the
scope or intent of any provisions or sections of this Agreement.
Section 5.05
Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of New York,
without giving effect to the principles of conflicts of law.
Section 5.06
No Demise. Nothing herein contained shall be construed
as creating a demise of the Vessel to the Manager.
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 Agreement 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 Agreement in respect of
either party hereto shall survive the execution and delivery of
this Agreement and shall continue in effect so long as such
party's obligations hereunder remain outstanding.
Section 5.10
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Integration. This Agreement and the Schedule and
Exhibits hereto constitute the entire agreement and understanding
between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements, understandings or
representations pertaining to the subject matter hereof, whether
oral or written. There are no warranties, representations or
other agreements between the parties in connection with the
subject matter hereof except as specifically set forth or
incorporated herein.
Section 5.11
Reproduction of Documents. This Agreement 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
General Interpretive Principles. For purposes of this
Agreement except as otherwise expressly provided or unless the
context otherwise requires:
(a) the defined terms in this Agreement 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 Indenture;
(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;
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(e) the words "herein", "hereof", "hereunder" and other
words of similar import refer to this Indenture as a whole and
not to any particular provision; and
(f) the term "include" or "including" shall mean
without limitation by reason of enumeration.
IN WITNESS WHEREOF, the Manager and the Owner have
caused this to be duly executed and delivered by their respective
officers thereunto duly authorized and their respective seals,
duly attested, to be hereunto affixed, all as of the day and year
first above written.
FRONTLINE LTD.,
as Manager
By:/s/ Alexandra Kate Blankenship
___________________________________
Name: Alexandra Kate Blankenship
Title: Secretary
GOLDEN STATE PETRO (IOM I-B) PLC,
as Owner
By:/s/ Alexandra Kate Blankenship
___________________________________
Name: Alexandra Kate Blankenship
Title: Assistant Secretary
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02089007.AB0
