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RULE NO. 424(b)(3)
REGISTRATION NOS. 33-56373
33-56373-01
PROSPECTUS
MARCH 29, 1995
CHEVRON TRANSPORT CORPORATION
WHOSE CHARTER OBLIGATIONS ARE GUARANTEED BY
CHEVRON CORPORATION
CHEVRON OBLIGATIONS
(AS DEFINED HEREIN)
----------------
Chevron Transport Corporation ("Chevron Transport") will enter into a
bareboat charter (each, an "Initial Charter") with CalPetro Tankers (Bahamas I)
Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III)
Limited and CalPetro Tankers (IOM) Limited (each, an "Owner") for the charter
of four recently constructed oil tankers (each, a "Vessel"). The Vessels
consist of one double-hulled, 130,000 deadweight tonne oil tanker, two double-
hulled, 150,000 deadweight tonne oil tankers and one single-hulled, 150,000
deadweight tonne oil tanker. Each Initial Charter will have a term expiring on
April 1, 2015, subject to the earlier termination thereof at the option of
Chevron Transport. If Chevron Transport elects to terminate the Initial Charter
for a Vessel on any of the specified termination dates, Chevron Transport will
be required to make a termination payment. The obligations of Chevron Transport
under each Initial Charter will be guaranteed by Chevron Corporation
("Chevron") (each, a "Chevron Guarantee"). The obligations of Chevron Transport
under the Initial Charters and the obligations of Chevron under the Chevron
Guarantees are referred to herein collectively as the "Chevron Obligations."
Chevron Transport is an indirect, wholly-owned subsidiary of Chevron.
At the same time as the issuance of the Chevron Obligations described herein,
8.52% First Preferred Mortgage Notes Due 2015 in an aggregate principal amount
of $117,900,000 (the "Term Mortgage Notes"), are being offered pursuant to a
separate prospectus (the "Term Mortgage Notes Prospectus") by California
Petroleum Transport Corporation, a Delaware corporation which is not affiliated
with Chevron or Chevron Transport ("California Petroleum"). The Chevron
Obligations are intended to fund certain payments of interest and principal on
the Notes (as defined below) and will be assigned to the Collateral Trustee (as
defined below) for the benefit of holders of the Notes. This Prospectus may be
used only as an appendix to the Term Mortgage Notes Prospectus. Prospective
investors in the Term Mortgage Notes should read and carefully consider the
Term Mortgage Notes Prospectus. All statements in the Term Mortgage Notes
Prospectus are made by California Petroleum and the Owners. Chevron and Chevron
Transport assume no responsibility and shall have no liability for any such
statements. Concurrent with the offering of Term Mortgage Notes, Serial First
Preferred Mortgage Notes in an aggregate principal amount of $167,500,000 (the
"Serial Mortgage Notes" and, together with the Term Mortgage Notes, the
"Notes"), which will mature serially from April 1, 1996 to April 1, 2006, are
being offered pursuant to a separate prospectus by California Petroleum. The
issuance of the Chevron Obligations described herein is dependent on the
consummation of the sale of the Notes. However, the Notes are not obligations
of, and are not guaranteed by, Chevron or Chevron Transport. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITY OTHER THAN THE CHEVRON OBLIGATIONS.
The Notes are being issued as full recourse obligations of California
Petroleum. Chevron and Chevron Transport have been advised by California
Petroleum that the proceeds from the sale of the Notes will be loaned by
California Petroleum to the Owners on a non-recourse basis, secured jointly and
severally by certain collateral, to fund, after paying certain fees and
expenses, the acquisition by each Owner of its respective Vessel from Chevron
Transport.
The Vessels are currently operated by Chevron Transport. The sale of the
Vessels to the respective Owners and the commencement of the Initial Charters
with respect to the Vessels will occur on the closing date (the "Closing Date")
for the offering of the Notes.
See "Certain Considerations" for a discussion of certain factors which should
be considered by persons to whom this Prospectus is delivered.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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All references in this Prospectus to "$" or "Dollars" shall be to the
currency of the United States of America.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY CHEVRON TRANSPORT OR CHEVRON. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE CHEVRON
OBLIGATIONS OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFERS
WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
AVAILABLE INFORMATION
Chevron Transport and Chevron have filed with the Securities and Exchange
Commission (the "Commission") a combined registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Chevron Obligations (the "Registration Statement"). This Prospectus, which
constitutes a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to Chevron Transport and Chevron and the
Chevron Obligations, reference is made to the Registration Statement, including
the exhibits thereto and the financial statements and notes filed as a part
thereof. All of these documents may be inspected and copied at prescribed rates
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Regional Offices of the
Commission located at 7 World Trade Center, New York, New York 10048, and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.
Chevron is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. All of the reports, proxy statements and other documents filed by
Chevron with the Commission, including the documents incorporated by reference
herein, may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: 7 World Trade Center,
New York, New York 10048; and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of all such reports, proxy
statements and other documents can also be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, certain reports, proxy statements and other
information concerning Chevron may be inspected and copied at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10015;
the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605;
and The Pacific Stock Exchange, Inc., 301 Pine Street, San Francisco,
California 94104 and 618 South Spring Street, Los Angeles, California 90014.
Chevron is not required to, and will not, provide annual reports to holders of
the Chevron Obligations unless specifically requested to do so by such a
holder.
Chevron Transport is currently not subject to the informational requirements
of the Exchange Act. Chevron Transport will not file separate periodic reports
under the Exchange Act, as management of Chevron and Chevron Transport have
determined that such separate financial information and other disclosures
concerning Chevron Transport are not material to investors. Summarized
financial information concerning Chevron Transport will be included in the
footnotes to Chevron's consolidated financial statements so long as any Initial
Charter is in effect.
Upon written or oral request, Chevron will provide, without charge, to each
person to whom a copy of this Prospectus has been delivered a copy of any or
all of the documents (without exhibits other than exhibits specifically
incorporated by reference into such documents) incorporated by reference into
this Prospectus. Requests for such copies should be directed to: Chevron
Corporation, 225 Bush Street, San Francisco, California 94104, Attention:
Office of the Comptroller (telephone: (415) 894-7700).
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Chevron with the Commission are incorporated
by reference in this Prospectus:
(1) Chevron's Annual Report on Form 10-K for the year ended December
31, 1993.
(2) Chevron's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994.
(3) Chevron's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994.
(4) Chevron's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994.
(5) Chevron's Current Report on Form 8-K, dated July 26, 1994.
(6) Chevron's Current Report on Form 8-K, dated August 1, 1994.
(7) Chevron's Current Report on Form 8-K/A, dated August 1, 1994.
(8) Chevron's Current Report on Form 8-K, dated August 3, 1994.
(9) Chevron's Current Report on Form 8-K, dated October 25, 1994.
(10) Chevron's Current Report on Form 8-K, dated October 28, 1994.
(11) Chevron's Current Report on Form 8-K, dated January 24, 1995.
(12) Chevron's Current Report on Form 8-K, dated February 27, 1995.
(13) Chevron's Current Report on Form 8-K, dated March 10, 1995.
(14) Chevron's Current Report on Form 8-K, dated March 10, 1995.
All documents filed by Chevron pursuant to Sections 13, 14 or 15(d) of the
Exchange Act after the date hereof and prior to the issuance of the Chevron
Obligations shall also be deemed to be incorporated by reference herein and be
a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
ENFORCEABILITY OF CIVIL LIABILITIES
Chevron Transport is organized under the laws of the Republic of Liberia
("Liberia") and a substantial portion of its assets are or may be located
outside the United States. Certain directors of Chevron Transport are residents
of jurisdictions other than the United States, and all or a significant portion
of the assets of these directors of Chevron Transport may be located outside
the United States. As a result, it may not be possible for investors to effect
service of process within the United States upon such persons or to enforce
against them or against Chevron Transport in the United States judgments
predicated upon the civil liability provisions of the federal securities laws
of the United States. There is currently no treaty between the United States
and Liberia providing for reciprocal recognition and enforcement of judgments
in civil and commercial matters, and a final judgment for the payment of money
rendered by any federal or state court in the United States based on civil
liability, whether or not predicated solely upon the federal securities laws,
would, therefore, not be automatically enforceable in Liberia. However, such
judgment would be admissible in evidence and would be enforceable by the courts
of Liberia without re-trial or examination of the merits of the case if the
court which rendered the judgment had jurisdiction over the parties and subject
matter, the judgment was for a fixed or definite sum, the judgment was not a
default judgment and if enforcement of the judgment is not contrary to the
public policy of Liberia. Chevron Transport has irrevocably submitted to the
jurisdiction of the federal and state courts in New York City for the purpose
of any legal suit, action or proceeding against Chevron Transport in connection
with the issuance of the Chevron Obligations.
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CHEVRON TRANSPORT AND CHEVRON
Chevron Transport Corporation, a Liberian corporation ("Chevron Transport"),
is principally engaged in the marine transportation of oil and refined
petroleum products. As of December 31, 1994, Chevron Transport operated 30
internationally flagged vessels which it owned or bareboat chartered. In
addition, as of the date of this Prospectus, Chevron Transport has an
additional 28 ships on time or single-voyage charters. Chevron Transport's
primary transportation routes are from the Middle East, Indonesia, Mexico, West
Africa and the North Sea to ports in the United States, Europe, the United
Kingdom and Asia. Refined petroleum products are transported worldwide. Chevron
Transport expects to use each Vessel worldwide as permitted under the Initial
Charters.
Chevron Corporation, a Delaware corporation ("Chevron"), a major
international oil company, will guarantee the payment and performance
obligations of Chevron Transport under each Initial Charter. Chevron provides
administrative, financial and management support for, and manages its
investment in, domestic and foreign subsidiaries and affiliates, which engage
in fully integrated petroleum operations, chemical operations, real estate
development and other mineral and energy related activities in the United
States and approximately 100 other countries. Petroleum operations consist of
exploring for, developing and producing crude oil and natural gas; transporting
crude oil, natural gas and petroleum products by pipelines, marine vessels and
motor equipment; refining crude oil into finished petroleum products; and
marketing crude oil, natural gas and the many products derived from petroleum.
Chemical operations include the manufacture and marketing of a wide range of
chemicals primarily for industrial uses. Chevron Transport is an indirect,
wholly-owned subsidiary of Chevron.
Chevron's executive offices are located at 225 Bush Street, San Francisco,
California 94104, and its telephone number is (415) 894-7700. Chevron
Transport's executive offices are located at Chevron House, 11 Church Street,
Hamilton, Bermuda HM11, and its telephone number is (809) 295-1774.
CERTAIN CONSIDERATIONS
Chevron Transport is entering into the sale and charterback of the Vessels
because of the termination options in the Initial Charters. Under each Initial
Charter, Chevron Transport has the right to terminate such Initial Charter (and
the related Chevron Guarantee) on any of four, in the case of the double-hulled
Vessels, or three, in the case of the single-hulled Vessel, termination dates
which occur for each Vessel at two-year intervals beginning in 2003, 2004, 2005
or 2006, as the case may be. See "The Chevron Obligations--Termination
Options." The exercise of the termination options is completely within Chevron
Transport's discretion and Chevron Transport will not take into consideration
the interests of holders of Term Mortgage Notes in deciding whether to exercise
its termination options. Such termination options are valuable to Chevron
Transport because they provide protection against the risks of a decline in
future vessel values and a reduction in Chevron Transport's future needs for
oil tankers. Chevron Transport has analyzed various forecasts of future vessel
values and its future needs and based on that analysis Chevron Transport is
unable to predict whether it will or will not exercise the termination options
with respect to any or all of the Vessels. Accordingly, investors should not
assume that the Initial Charters will continue to be in effect beyond the first
optional termination date for each Vessel.
In deciding whether to exercise any termination option, Chevron Transport
anticipates that it will consider a variety of factors, including:
(i) Transportation requirements. At the time any termination option is
exercisable, Chevron Transport's perceived needs for marine transportation may
be insufficient to justify continuation of the related Initial Charter. Such a
development could result from changes in Chevron's supply or predicted supply
of crude oil, or from changes in crude oil demand or predicted demand. Chevron
Transport's perceived transportation requirements could justify termination of
an Initial Charter regardless of the rates which would then be payable to
charter a similar vessel and regardless of prevailing market prices for the
purchase of a similar vessel.
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(ii) Charterhire rates and vessel purchase prices. At the time any Initial
Charter is terminable, the amounts payable to charter or purchase a similar
vessel might be sufficiently low to make termination of such Initial Charter
attractive to Chevron Transport. Chevron and Chevron Transport believe that
such a result would depend primarily upon the worldwide supply of or demand for
oil tankers.
(iii) Obsolescence. For a variety of legal, regulatory, technological and
other reasons, a Vessel might become obsolete before or during the period of
exercisability of the related termination option, making it more likely that
Chevron Transport would terminate the related Initial Charter. Many of the
factors which could cause such obsolescence, such as changes in government
regulations or developments in ship construction technology, are outside of the
control of Chevron and Chevron Transport.
The Term Mortgage Notes are not obligations of, and are not guaranteed by,
Chevron Transport or Chevron. This Prospectus does not contain certain
important information necessary to evaluate an investment in the Term Mortgage
Notes. Statements in the Term Mortgage Notes Prospectus are made by California
Petroleum and the Owners rather than by Chevron or Chevron Transport. Chevron
and Chevron Transport assume no responsibility and shall have no liability for
such statements. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Chevron
Obligations.
USE OF PROCEEDS
Neither Chevron nor Chevron Transport will receive any proceeds with respect
to the issuance of the Chevron Obligations other than as set forth below. The
Chevron Obligations will be issued only in connection with the sale by
California Petroleum of the Term Mortgage Notes. Chevron and Chevron Transport
have been advised by California Petroleum that the proceeds from the sale of
the Term Mortgage Notes, together with the proceeds from the sale of the Serial
Mortgage Notes, will be loaned by California Petroleum to the Owners to fund
the acquisition of the Vessels from Chevron Transport and to pay the
underwriting commissions and certain fees and expenses as set forth on the
cover of the Term Mortgage Notes Prospectus. The Vessels will be acquired by
the Owners on the Closing Date for the offering of the Notes, and each Vessel
will be chartered on such date by Chevron Transport. The net proceeds of the
sale of the Notes to be applied by the respective Owners to purchase the
Vessels from Chevron Transport will be approximately $80,666,667 for each
double-hulled Vessel and $40,000,000 for the single-hulled Vessel.
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CAPITALIZATION
CHEVRON
The capitalization of Chevron and its consolidated subsidiaries as of
December 31, 1994 is set forth in the following table. This table should be
read in conjunction with the consolidated financial statements of Chevron and
the related notes thereto incorporated by reference herein.
<TABLE>
<CAPTION>
DECEMBER 31, 1994
---------------------
(DOLLARS IN MILLIONS)
<S> <C>
Short-term debt........................................... $ 4,014
Long-term debt and capital lease obligations:
Long-term debt.......................................... 3,955
Capital lease obligations............................... 173
-------
Total debt............................................ $ 8,142
=======
Stockholders' equity
Preferred stock--$1.00 par value........................ --
Authorized--100,000,000 shares
Issued--None
Common stock--$1.50 par value........................... $ 1,069
Authorized--1,000,000,000 shares
Issued--712,487,068 shares
Capital in excess of par value.......................... 1,858
Deferred compensation--Employee Stock Ownership Plan.... (900)
Currency translation adjustment and other............... 175
Retained earnings....................................... 14,457
Treasury stock, at cost (60,736,435 shares)............. (2,063)
-------
Total stockholders' equity............................ $14,596
-------
Total debt and stockholders' equity....................... $22,738
=======
</TABLE>
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SELECTED FINANCIAL DATA
CHEVRON
The selected financial information presented in the table below should be
read in conjunction with the consolidated financial statements and related
notes contained in Chevron's Current Report on Form 8-K, dated March 10, 1995,
referred to under "Incorporation of Certain Documents by Reference." The
selected financial information for each of the five years in the period ended
December 31, 1994 has been derived from audited financial statements. Chevron
adopted Statements of Financial Accounting Standards No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions," and No. 109,
"Accounting for Income Taxes," effective January 1, 1992.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1994 1993 1992 1991 1990
------- ------- ------- ------- -------
(DOLLARS IN MILLIONS, EXCEPT FOR
PER-SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Sales and other operating
revenues......................... $35,130 $36,191 $38,212 $38,118 $41,540
Equity in net income of affiliates
and other income................. 724 891 1,465 825 1,026
Total costs....................... 33,051 34,656 36,214 36,691 38,353
------- ------- ------- ------- -------
Income before income tax expense
and cumulative effect of changes
in accounting principles......... $ 2,803 $ 2,426 $ 3,463 $ 2,252 $ 4,213
Income tax expense................ 1,110 1,161 1,253 959 2,056
------- ------- ------- ------- -------
Income before cumulative effect of
changes in accounting principles. $ 1,693 $ 1,265 $ 2,210 $ 1,293 $ 2,157
Cumulative effect of changes in
accounting principles............ -- -- (641) -- --
------- ------- ------- ------- -------
Net income........................ $ 1,693 $ 1,265 $ 1,569 $ 1,293 $ 2,157
======= ======= ======= ======= =======
Per share of common stock(1)
Income before cumulative effect
of changes in accounting
principles..................... $ 2.60 $ 1.94 $ 3.26 $ 1.85 $ 3.05
Cumulative effect of changes in
accounting principles.......... -- -- (.95) -- --
------- ------- ------- ------- -------
Net income per share of common
stock.......................... $ 2.60 $ 1.94 $ 2.31 $ 1.85 $ 3.05
======= ======= ======= ======= =======
Cash dividends per share of
common stock................... $ 1.85 $ 1.75 $ 1.65 $ 1.63 $ 1.48
Ratio of earnings to fixed charges
of Chevron on a total enterprise
basis............................ 5.31 5.23 6.35 4.34 6.07
</TABLE>
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(1) All per share amounts reflect a two-for-one stock split in May 1994.
The ratios of earnings to fixed charges set forth in the table above are
computed using amounts for Chevron as a whole, including its majority owned
subsidiaries and its proportionate share of 50 percent owned entities
(primarily the Caltex Group of Companies). For the purpose of determining
earnings in the calculation of the ratios, equity in net income of less than 50
percent owned affiliates is adjusted to the amount of distributions received
(but not undistributed amounts). In addition, consolidated income before
cumulative effect of changes in accounting principles is increased by income
taxes, previously capitalized interest charged to earnings during the period,
the minority interest's share of net income, and fixed charges, excluding
capitalized interest. Fixed charges consist of interest on debt (including
capitalized interest and amortization of debt discount and expense) and a
portion of rentals determined to be representative of interest.
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SUMMARIZED FINANCIAL DATA
CHEVRON TRANSPORT
Summarized financial information for Chevron Transport for each of the three
years ended December 31, 1994 is contained in Chevron's Current Report on Form
8-K, dated March 10, 1995, referred to under "Incorporation of Certain
Documents By Reference."
THE CHEVRON OBLIGATIONS
The Chevron Obligations will arise pursuant to the Initial Charters and the
Chevron Guarantees. The forms of the Initial Charters and the Chevron
Guarantees have been filed as exhibits to the Registration Statement of which
this Prospectus is a part. The following statements are summaries and do not
purport to be complete. The summaries make use of terms defined in the Glossary
attached hereto, and are qualified in their entirety by reference to all of the
provisions of the Initial Charters and the Chevron Guarantees.
THE VESSELS
The Vessels are currently owned and operated by Chevron Transport in the
business of maritime transportation of oil. Each Vessel is a Suezmax oil tanker
designed to Chevron Transport's specifications. The Vessels consist of the
Samuel Ginn ("S. Ginn") and the Chevron Mariner, each of which is a 150,000
deadweight tonne, double-hulled tanker; the Condoleezza Rice ("C. Rice"), a
130,000 deadweight tonne, double-hulled tanker; and the William E. Crain ("W.E.
Crain"), a 150,000 deadweight tonne, single-hulled tanker.
TERM OF THE INITIAL CHARTERS
On the Closing Date, the Owners will each purchase a Vessel from Chevron
Transport, and Chevron Transport will charter each such Vessel from its Owner
under an Initial Charter commencing on such date. Each Initial Charter will
expire on April 1, 2015, subject to Chevron Transport's right to terminate each
Initial Charter as described below. See "--Termination Options." If (a) Chevron
Transport exercises its termination option with respect to an Initial Charter
for any Vessel and makes the related Termination Payment or (b) a Total Loss
occurs with respect to a Vessel and Chevron Transport makes the payments
required under the related Initial Charter, then such Initial Charter will
continue in effect with respect to Chevron Transport's obligation to make such
Termination Payment or payment upon Total Loss, as the case may be, until the
expiration of certain periods specified in the Initial Charter during which
periods such Termination Payment or payment upon Total Loss, as the case may
be, might be a voidable payment under applicable bankruptcy, insolvency,
creditor's rights or similar laws. For any Initial Charter, the period from the
date of commencement of such Initial Charter to the expiration or earlier
termination of such Initial Charter will be referred to in this Prospectus as
the "Initial Charter Period."
USE AND TRADE OF THE VESSEL
Chevron Transport will have full use of each Vessel during the term of the
Initial Charter Period and will have the right to operate the Vessel throughout
the world (within Institute Warranty Limits) in the carriage of suitable lawful
merchandise. As to those trades in which a Vessel is employed, Chevron
Transport shall comply with any and all requirements regarding financial
responsibility or security in respect of oil or other pollution damage as
required by any government, any state or other political subdivision thereof,
or any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government and any other
governmental entity with authority over Chevron Transport or the related Owner,
as the case may be, or ownership, use and operation of such Vessel (whether or
not such requirement has been lawfully imposed or not) to enable such Vessel,
without penalty or charges, lawfully to enter, remain at, or leave any port,
place, territorial or contiguous waters of any country, state or municipality
in performance of the related Initial Charter without delay. Chevron Transport
shall make and maintain all arrangements
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for a security bond or otherwise as may be necessary to satisfy such
requirements at Chevron Transport's sole expense and Chevron Transport shall
indemnify the related owner against any and all losses, damages, claims,
expenses or liabilities incurred by reason of Chevron Transport's failure to
comply with the requirements described in this paragraph. Chevron Transport
shall enter and maintain each Vessel under the TOVALOP Scheme or under any
similar compulsory scheme during the term of each Initial Charter. In no event
will Chevron Transport carry on board a Vessel nuclear fuels or radioactive
products during the term of the related Initial Charter; provided, however,
with the prior written consent of the related Owner, Chevron Transport may
carry on board a Vessel radioisotopes used or intended to be used for any
industrial, agricultural, medical or scientific purposes.
FLAG AND NAME OF VESSEL
Chevron Transport shall, throughout the term of each Initial Charter,
maintain the documentation of the Vessel under the laws of the Registration
Jurisdiction at the related Owner's cost and expense, provided, however, in the
event that the costs and expenses of maintaining such documentation are in
excess of $10,000 per annum, then Chevron Transport shall either (i) pay all
amounts in excess of $10,000 per annum or (ii) cooperate with the Owner to
change the registry or port of documentation of the Vessel. Chevron Transport
will not change the registry or port of documentation of the Vessel without
prior written consent of the related Owner, which consent shall not be
unreasonably withheld, or do or suffer or permit to be done anything which will
injuriously affect the documentation of the Vessel as a vessel documented under
the laws and regulations of the Registration Jurisdiction. If Chevron Transport
changes the registry or port of documentation of the Vessel, it shall, at the
time of redelivery, if the related Owner so requests and at Chevron Transport's
expense, change the registry and port of documentation back to that of the
Registration Jurisdiction.
Chevron Transport shall have the right to re-name each Vessel, paint each
Vessel in its own colors, install and display its funnel insignia and fly its
own house flag.
COVENANTS
Each Initial Charter will contain certain covenants pursuant to which Chevron
Transport will agree, among other things, that:
(a) Chevron Transport will maintain the Vessel in a good state of repair
and in efficient operating condition in accordance with good commercial
maintenance practice commensurate with other vessels in Chevron Transport's
fleet of similar size and trade, ordinary wear and tear excepted;
(b) Chevron Transport will keep the Vessel with unexpired classification
in accordance with the highest classification of the American Bureau of
Shipping (or such other classification society as shall previously have
been approved in writing by the related Owner) and other required
certificates in force and shall make any improvement or structural changes
or acquire equipment necessary to comply with the requirements of such
classification;
(c) Chevron Transport shall not permit the Vessel to proceed to any port
which shall have been the subject of a prohibition by the Registration
Jurisdiction;
(d) In the event of hostilities in any part of the world Chevron
Transport will not employ the Vessel nor suggest her employment in carrying
any goods which are declared contraband nor suffer her to enter to trade to
any zone which is declared a "war zone" by the war risks insurers unless
Chevron Transport has made arrangements with the said insurers for the
payment of such additional premiums as said insurers may require to
maintain the relevant insurance in force or in any zone in respect of which
the war risks insurers have withdrawn coverage for the Vessel;
(e) Chevron Transport will not use the Vessel in any manner or for any
purpose excepted from any insurance policy or policies taken out in
compliance with the Initial Charter or for the purpose of carriage of goods
of any description excepted from such insurance policy or policies and
shall not do or
9
<PAGE>
permit to be done anything which could reasonably be expected to invalidate
any of such insurance policy or policies;
(f) Chevron Transport shall man, victual, navigate, operate, supply, fuel
and repair the Vessel whenever required during the Initial Charter Period
and shall be responsible for all charges and expenses of every kind and
nature whatsoever incidental to its use and operation of the Vessel under
the Initial Charter, including any foreign, general, municipal, value added
or other taxes, except that Chevron Transport shall not be responsible for
documentation costs (except as otherwise provided for in the Initial
Charters) or for Owner Taxes;
(g) Chevron Transport shall drydock the Vessel and clean and paint her
underwater parts in accordance with good commercial practice, but not less
than as may be required by the American Bureau of Shipping (or such other
classification society as shall previously have been approved in writing by
the related Owner) in order to maintain the Vessel's highest
classification; and
(h) Chevron Transport will not allow, nor permit to be continued, any
Lien incurred by Chevron Transport or its agents, which might have priority
over the title and interest of the Owner in the related Vessel, and will
indemnify and hold the Owner harmless against any Lien arising upon such
Vessel during the Initial Charter Period while the Vessel is under the
control of Chevron Transport and against any claims against the Owner
arising out of or in relation to the operation of the Vessel by Chevron
Transport.
In general, all amounts, excluding certain indemnification payments and
documentation costs for the Owners' account, payable by Chevron Transport shall
be made without deduction for any taxes (including value added, turnover, sales
and use taxes) except as required by law, and Chevron Transport shall, in
addition to the sums payable by Chevron Transport under each Initial Charter,
pay such taxes as aforesaid as are required from time to time by law to be paid
by Chevron Transport; provided, Chevron Transport shall not be liable for
documentation costs (except as otherwise provided for in the Initial Charters).
Under each Initial Charter, the related Owner will agree to take any lawful
action to the extent necessary to prevent or avoid the imposition of any taxes,
including any withholding tax with respect to charterhire, by any taxing
jurisdiction (including the Registration Jurisdiction for such Owner),
including changing its jurisdiction of incorporation or residence; provided,
that it shall not be required to take, or fail to take, any action (i) if in
the opinion of counsel such act or failure to act would violate applicable law
or (ii) if in the reasonable opinion of the Owner the actions necessary to
avoid or prevent imposition of such taxes would be unduly burdensome. For
purposes of clause (ii) above, a requirement to change the jurisdiction of the
Owner's incorporation or residence shall not be treated as unduly burdensome.
CHARTERHIRE
During the Initial Charter Period for each Vessel, Chevron Transport shall
pay charterhire for the use and hire of such Vessel on each April 1 and October
1, commencing on the first such date to occur following the commencement of the
related Initial Charter. During any extension of the Initial Charter Period,
the rate of hire shall be calculated on the basis of the then current
charterhire rate converted to a daily rate using a 365-day year. If any payment
of charterhire under the Initial Charters shall not be paid when due interest
shall accrue thereon at the Default Rate from and including the due date to the
date of actual payment (after as well as before judgment).
The following table sets forth the charterhire payments for each Vessel under
the related Initial Charter, assuming that no Initial Charter is terminated.
10
<PAGE>
CHARTERHIRE PAYMENTS UNDER INITIAL CHARTERS
ASSUMING NO INITIAL CHARTER IS TERMINATED
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
PAYMENT S. C. CHEVRON
DATE GINN RICE MARINER W.E. CRAIN TOTAL
<S> <C> <C> <C> <C> <C>
October 1, 1995........................ $5.657 $5.633 $5.609 $2.740 $19.639
April 1, 1996.......................... 5.657 5.633 5.609 2.740 19.639
October 1, 1996........................ 5.660 5.635 5.612 2.773 19.680
April 1, 1997.......................... 5.660 5.635 5.612 2.773 19.680
October 1, 1997........................ 5.478 5.454 5.430 2.685 19.047
April 1, 1998.......................... 5.478 5.454 5.430 2.685 19.047
October 1, 1998........................ 5.292 5.267 5.243 2.594 18.396
April 1, 1999.......................... 5.292 5.267 5.243 2.594 18.396
October 1, 1999........................ 5.102 5.077 5.053 2.502 17.734
April 1, 2000.......................... 5.102 5.077 5.053 2.502 17.734
October 1, 2000........................ 4.911 4.886 4.862 2.409 17.068
April 1, 2001.......................... 4.911 4.886 4.862 2.409 17.068
October 1, 2001........................ 4.717 4.692 4.668 2.315 16.392
April 1, 2002.......................... 4.717 4.692 4.668 2.315 16.392
October 1, 2002........................ 4.522 4.497 4.473 2.220 15.712
April 1, 2003.......................... 4.522 4.497 4.473 2.220 15.712
October 1, 2003........................ 3.422 4.300 4.276 2.124 14.122
April 1, 2004.......................... 3.422 4.300 4.276 2.124 14.122
October 1, 2004........................ 3.280 3.118 4.079 2.029 12.506
April 1, 2005.......................... 3.280 3.118 4.079 2.029 12.506
October 1, 2005........................ 3.137 2.982 2.795 1.933 10.847
April 1, 2006.......................... 3.137 2.982 2.795 1.933 10.847
October 1, 2006........................ 2.994 2.846 2.668 1.293 9.801
April 1, 2007.......................... 2.994 2.846 2.668 1.293 9.801
October 1, 2007........................ 2.851 2.710 2.541 1.232 9.334
April 1, 2008.......................... 2.851 2.710 2.541 1.232 9.334
October 1, 2008........................ 2.708 2.574 2.414 1.172 8.868
April 1, 2009.......................... 2.708 2.574 2.414 1.172 8.868
October 1, 2009........................ 2.565 2.439 2.287 1.112 8.403
April 1, 2010.......................... 2.565 2.439 2.287 1.112 8.403
October 1, 2010........................ 2.422 2.303 2.160 1.051 7.936
April 1, 2011.......................... 2.422 2.303 2.160 1.051 7.936
October 1, 2011........................ 2.279 2.167 2.033 0.991 7.470
April 1, 2012.......................... 2.279 2.167 2.033 0.991 7.470
October 1, 2012........................ 2.136 2.031 1.906 0.931 7.004
April 1, 2013.......................... 2.136 2.031 1.906 0.931 7.004
October 1, 2013........................ 1.993 1.896 1.778 0.870 6.537
April 1, 2014.......................... 1.993 1.896 1.778 0.870 6.537
October 1, 2014........................ 1.851 1.757 1.652 0.810 6.070
April 1, 2015.......................... 1.851 1.757 1.652 0.810 6.070
</TABLE>
INSURANCE
Each Initial Charter provides that during the Initial Charter Period the
insurance arrangements in effect with respect to Chevron Transport's fleet at
the time of the commencement of such Initial Charter will be
11
<PAGE>
applicable to the related Vessel and will satisfy the insurance requirements of
the Initial Charter, subject to adjustments of such insurance arrangements in
light of changes in market practice and in accepted tanker practice. Currently,
Chevron Transport's hull and machinery insurance includes a deductible of $15
million per occurrence and its protection and indemnity insurance is subject to
a $1 million deductible per occurrence (other than with respect to liabilities
involving pollution, as to which there is a nominal or no deductible). In
addition, each Initial Charter provides that Chevron Transport may self-insure
against the risks required to be covered thereunder. Therefore, there can be no
assurance that any insurance for such risks will be carried during the Initial
Charter Period for any Vessel or, if it is carried, as to the amount of such
insurance.
INSURANCE PROCEEDS
The proceeds of any insurances or entries referred to in the Initial Charters
will be applied as follows:
Until the termination of an Initial Charter, any claim under any such
insurance proceeds in respect of the related Vessel (other than in respect of
Total Loss) shall be paid directly to Chevron Transport. Chevron Transport
shall be liable for any loss of any part of or damage to the Vessel (other than
a Total Loss) during the Initial Charter Period from whatsoever cause such loss
or damage may arise, unless the same shall have been caused by the negligence
or willful act of the Owners, their servants or agents (except where Chevron
Transport or its servants and agents are acting as agents of the Owners).
Any claim in respect of a Total Loss shall be paid directly to the related
Owner or to a collateral trustee (the "Collateral Trustee") which will hold
certain collateral for the benefit of the holders of Notes pursuant to a
Collateral Trust Agreement with California Petroleum.
PAYMENT ON TOTAL LOSS
The amount payable on the date which is 90 days after the occurrence of a
Total Loss with respect to a Vessel (the "Loss Date") by Chevron Transport
shall be the sum of (i) any deficiency between (A) the Stipulated Loss Value
(which is an amount at least sufficient to redeem the Allocated Principal
Amount of Notes with respect to such Vessel) in relation to the period in
question and (B) all insurance proceeds for damage to or loss of the Vessel and
amounts paid by any governmental authority in connection with any requisition,
seizure or forfeiture actually received in hand by the related Owner or the
Collateral Trustee, as assignee of California Petroleum, prior to or on such
Loss Date; and (ii) all charterhire accrued (on a daily basis) but unpaid under
the Initial Charter to such Loss Date and any other sums due under any
provisions of the Initial Charter, together with interest thereon at the
Default Rate from the date upon which any such charterhire or other sums was
due until the date upon which such calculations are made. In the event of a
Total Loss, the Initial Charter and the obligation of Chevron Transport to pay
charterhire shall continue and be payable until Chevron Transport has paid the
amounts described above. The obligations of Chevron Transport described above
will apply regardless of whether or not any moneys are payable under the
insurances effected in compliance with the Initial Charter in respect of the
Vessel, regardless also of the amount payable thereunder, regardless also of
the cause of the Total Loss and regardless of whether or not any of such
compensation shall be payable.
CHARTER EVENTS OF DEFAULT
The following constitute events of default under each Initial Charter
("Charter Events of Default"):
(a) Chevron Transport shall default for two business days in the payment
of charterhire due under the terms of the Initial Charter;
(b) Chevron Transport shall fail for a period of 30 business days after
written notice to perform and observe any of the covenants, conditions,
agreements or stipulations on the part of Chevron Transport to be performed
or observed contained in the Initial Charter, other than those referred to
in clause (a) or (e) of this paragraph;
12
<PAGE>
(c) Chevron Transport ceases doing business as a going concern or
generally ceases to pay its debts as they become due or any proceedings
under any bankruptcy or insolvency laws are instituted against Chevron
Transport or if a receiver or trustee is appointed for Chevron Transport
for any of its assets or properties, and such proceeding is not dismissed,
vacated or fully stayed within 60 days;
(d) Chevron Transport shall create or suffer to exist any mortgage,
charge, pledge or other like encumbrance over the Vessel or any part
thereof or shall have abandoned the Vessel (not including any notice of
abandonment which Chevron Transport may give to insurers under the
provisions of the Initial Charter regarding insurance in the event of a
Total Loss);
(e) Chevron Transport fails to comply with any of its obligations as to
insurance contained in the Initial Charter; and
(f) Chevron Transport shall within 30 days of any scheduled date of
redelivery under the Initial Charter fail to provide adequate bail or
security when required to do so in respect of any maritime lien, possessory
lien or statutory right in rem which may be acquired over the Vessel in
order to prevent the Vessel being arrested, impounded or seized or if any
such lien, right or claim over the Vessel is exercised by the arrest,
attachment, determination, impounding or seizure of the Vessel under any
distress, execution or other process, or any distress or execution is
levied thereon, and Chevron Transport fails to use its best endeavors to
procure the release of the Vessel therefrom within 30 days of any scheduled
date of redelivery under the Initial Charter.
REMEDIES
If any Charter Event of Default shall have occurred and be continuing, the
Owner under the related Initial Charter may, by written notice to Chevron
Transport, declare such Initial Charter to be in default and enforce any or all
of the remedies under such Initial Charter, including:
(a) requiring Chevron Transport, at its expense, to redeliver the Vessel
to the related Owner with Chevron Transport to have the same obligations in
connection with such redelivery as described below in connection with
redelivery of the Vessel at the termination of the Initial Charter;
(b) retaking the Vessel by the related Owner or its agent, without prior
demand or legal process;
(c) holding Chevron Transport liable for all charterhire payments payable
before, during or after exercise of the foregoing remedies and the remedy
described in paragraph (d) below and for all reasonable costs and expenses
incurred by the related Owner (including legal fees) by reason of the
occurrence of any default or the exercise of remedies by the related Owner;
and
(d) the related Owner or its agent may sell the Vessel at public or
private sale, with or without notice to Chevron Transport, advertisement or
publication, as such Owner may determine, or otherwise may dispose of,
hold, use, operate, charter to others or keep the Vessel idle.
The Collateral Trustee, as assignee of California Petroleum, would have the
right to exercise the rights of an Owner under an Initial Charter upon the
occurrence of a Charter Event of Default.
LIQUIDATED DAMAGES
Whether or not the related Owner shall have exercised, or shall thereafter at
any time exercise, any options, rights or remedies described above, upon or as
a consequence of a breach of contract by Chevron Transport amounting to
repudiation by Chevron Transport of the Initial Charter, the related Owner may
immediately require Chevron Transport to pay to such Owner as liquidated
damages for loss of a bargain and not as a penalty, an amount equal to (i) the
sum of (A) the applicable Stipulated Loss Value, (B) all outstanding accrued
and unpaid charterhire and (c) any other amounts due to such Owner under the
Initial Charter on or prior to the date of payment and (ii) interest thereon
(before and after judgment) at the Default Rate from the date such amounts were
payable to the actual date of payment. Chevron Transport shall not be entitled
to any part of the net proceeds of the Vessel (if any) whether by way of rebate
of charterhire or otherwise.
13
<PAGE>
REDELIVERY
Unless a Vessel is a Total Loss or Chevron Transport purchases such Vessel
pursuant to the terms of the Initial Charter, Chevron Transport shall at the
termination of the Initial Charter redeliver the Vessel to the related Owner at
a safe and ice-free port or a place selected by Chevron Transport within the
Vessel's trading limits (within 10 steaming days from a recognized loading
area) or at such other safe port as shall be agreed between Chevron Transport
and the related Owner.
At or about the time of redelivery if the related Owner so requires, a survey
shall be made to determine the condition and fitness of the Vessel, her
machinery and equipment. In the event that such Vessel has been dry-docked
within 30 months prior to redelivery and Chevron Transport certifies in writing
that, to the best of its knowledge, the Vessel has had no bottom touching since
such dry-docking, such survey may be conducted while the Vessel is afloat. The
related Owner may require a divers' survey of the Vessel. Chevron Transport
shall bear all expenses of any such survey. Chevron Transport shall at its
expense make all such repairs and do all such work so found to be necessary
before redelivery or, at the related Owner's option, shall discharge its
obligations by payment of a sum sufficient to provide, at the prices current at
the time of redelivery, for the work and repairs necessary to place the Vessel
in the required structure, state and condition. The Initial Charter Period
shall be extended until the completion of any such repairs and work found to be
necessary or the payment of the amounts described above. Each Vessel upon
redelivery shall have her survey cycles up to date and class certificates valid
for at least six calendar months and Chevron Transport shall ensure that Vessel
shall have been dry-docked within 30 months prior to redelivery.
ASSIGNMENT AND SUB-CHARTER
Chevron Transport may not assign all or part of its rights and obligations
under any Initial Charter nor may it charter the related Vessel by demise to
any other entity without the prior written consent of the related Owner, such
consent not to be unreasonably withheld, subject always to the Vessel being
maintained and insured to the same standards as are adopted by Chevron
Transport in respect of the vessels owned by it; provided, however, that
Chevron Transport may assign its rights and obligations under any Initial
Charter to a corporation more than 50% of which is owned directly or indirectly
by Chevron so long as Chevron Transport remains responsible as principal for
the due fulfillment of the Initial Charter. Chevron Transport may otherwise
charter the Vessel without the prior consent of the related Owner provided that
Chevron Transport remains responsible as principal (or appoints another person
to be responsible in its stead) for navigating and managing the Vessel
throughout the period of such charter and for defraying all expenses in
connection with the Vessel throughout such period or substantially all such
expenses other than those directly incidental to a particular voyage or to the
employment of the Vessel during that period.
For each Initial Charter, the related Owner may not transfer or assign to any
other person or entity all or part of its rights or obligations under such
Initial Charter, except to California Petroleum (which assignment includes the
reassignment by California Petroleum of such Initial Charter as Collateral to
the Collateral Trustee), unless such transferee or assignee also assumes the
obligations of such Owner under the related Security Documents and Chevron
Transport shall have given its prior written consent to such assignment and
assumption, which consent shall not be unreasonably withheld.
INDEMNITY
Pursuant to each Initial Charter, Chevron Transport will indemnify the
related Owner against the following:
(a) all costs and expenses of operating and maintaining the related
Vessel and of operating, maintaining and replacing all parts including (but
without prejudice to the generality of the foregoing) all fuel, oil, port
charges, fees, taxes, levies, fines, penalties, charges, insurance
premiums, victualing, crew, navigation, manning, operating and freight
expenses and all other outgoings whatsoever payable by the Owner or Chevron
Transport in respect of the possession or operation of a Vessel or any part
14
<PAGE>
thereof, or the purchase, ownership, delivery, chartering, possession and
operation, import to or export from any country, return, sale or
disposition of such Vessel or any part thereof or upon the hire, receipts
or earnings arising therefrom (other than Owner Taxes or documentation
costs except as otherwise provided for in the Initial Charter);
(b) all liabilities, claims, proceedings (whether civil or criminal),
penalties, fines or other sanctions, judgments, charges, taxes,
impositions, liens, salvage, general average, costs and expenses whatsoever
which may at any time be made or claimed by Chevron Transport or any
employee, servant, agent or sub-contractor, passenger, owner, shipper,
consignee, and receiver of goods or any third party (including governments
or other authorities) or by their respective dependents arising directly or
indirectly in any manner out of the design, construction, possession,
management, repair, certification, manning, provisioning, supply or
servicing of the Vessel (whether at sea or not) or the chartering thereof
under the Initial Charter whether such liability, claims, proceedings,
penalties, fines, sanctions, judgments, charges, taxes, impositions, liens,
salvage, general average, costs or expenses may be attributable to any
defect in such Vessel or the design, construction, testing or use thereof
from any maintenance, service, repair, overhaul or otherwise and regardless
of when or where the same shall arise and whether or not such Vessel or the
relevant part thereof is in the possession or control of Chevron Transport
(other than Owner Taxes or documentation costs except as otherwise provided
for in the Initial Charter); and
(c) any and all losses, damages and expenses which Owner may incur as a
result of any oil or other pollution damage resulting from Chevron
Transport's operation of the Vessel under the Initial Charter, including,
but not limited to, such Owner's liability under OPA 90 or the laws of any
other jurisdiction relating to oil spills.
Chevron Transport's indemnity under each Initial Charter shall extend to
claims of persons (including governments or other bodies whether corporate or
otherwise) who have suffered or allege that they have suffered loss, damage or
injury in connection with anything done or not done by a Vessel, including in
connection with any oil or other substance emanating or threatening to emanate
from such Vessel, and shall extend to levies, impositions, calls or
contributions on or required to be made by the Owner during or in respect of
the Initial Charter Period.
TERMINATION OPTIONS
Under each Initial Charter, Chevron Transport has the right to terminate such
Initial Charter on any of four, in case of the double-hulled Vessels, or three,
in the case of the single-hulled Vessel, termination dates which, for each
Vessel, occur at two-year intervals beginning in 2003, 2004, 2005 or 2006, as
the case may be. Chevron Transport is required to give the related Owner (i)
nonbinding notice of its intent to exercise such option, determined on a good
faith basis, at least 12 months prior to such termination date and (ii)
irrevocable notice of such exercise nine months prior to such termination date,
if such termination date is the first of the termination dates for such Vessel,
or seven months prior to such termination date, if such termination date is
subsequent to the first such termination date. Chevron Transport is required to
pay the Termination Payment to such Owner on or prior to the termination date.
15
<PAGE>
The table below sets forth the termination dates for each Vessel and the
amount of the Termination Payment that will be payable if the related Initial
Charter is terminated as of the corresponding termination date.
APPROXIMATE TERMINATION PAYMENTS
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
OPTIONAL CHEVRON
TERMINATION DATE S. GINN C. RICE MARINER W.E. CRAIN
<S> <C> <C> <C> <C>
April 1, 2003................................ $13.40
April 1, 2004................................ $12.20
April 1, 2005................................ 12.26 $10.93
April 1, 2006................................ 11.11 $5.05
April 1, 2007................................ 11.12 9.91
April 1, 2008................................ 10.03 4.57
April 1, 2009................................ 9.97 8.89
April 1, 2010................................ 8.94 4.08
April 1, 2011................................ 7.88
</TABLE>
PURCHASE OPTION
On the Term Mortgage Notes Maturity Date, so long as the related Initial
Charter has not been terminated earlier and no Charter Event of Default has
occurred and is continuing and all payments due under such Initial Charter have
been paid in full, Chevron Transport shall have the right to purchase the
related Vessel at a purchase price equal to $1.00. Chevron Transport is
required to give the related Owner at least 90 days' prior written notice of
its election to so purchase the related Vessel.
CHEVRON GUARANTEES
Chevron will fully and unconditionally guarantee the due and faithful
performance by Chevron Transport under each Initial Charter of all of Chevron
Transport's liabilities and responsibilities thereunder and under any
supplement, amendment, change or modification thereof agreed to by Chevron
Transport.
GOVERNING LAW
Each Initial Charter and each Chevron Guarantee shall be governed by and be
construed in accordance with the federal laws of the United States of America
and the laws of the State of New York.
NON-DISTURBANCE
Pursuant to the terms of each Initial Charter, each Owner agrees that the
related Mortgage and any other mortgage thereafter placed on the Vessel by such
Owner will contain a provision to the effect that throughout the term of the
related Initial Charter, so long as no Charter Event of Default shall have
occurred and be continuing and so long as Chevron Transport shall have
performed its obligations thereunder, Chevron Transport shall be entitled to
the quiet enjoyment of the Vessel.
PLAN OF DISTRIBUTION
The Chevron Obligations are being issued in connection with the sale of the
Term Mortgage Notes by California Petroleum. This Prospectus may be used only
as an appendix to the Term Mortgage Notes Prospectus. In connection with the
sale by California Petroleum of the Term Mortgage Notes, Chevron has agreed to
indemnify the underwriter thereof against certain liabilities relating solely
to the information contained in this Prospectus and certain other information
relating to Chevron and Chevron Transport, including liabilities under the
Securities Act, and such underwriter has agreed to indemnify Chevron and
Chevron Transport against certain liabilities, including liabilities under the
Securities Act.
16
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the Chevron Obligations will be
passed upon for Chevron and Chevron Transport by Pillsbury Madison & Sutro, San
Francisco, California.
EXPERTS
The financial statements of Chevron incorporated in this Prospectus by
reference to Chevron's Annual Report on Form 10-K for the year ended December
31, 1993 and by reference to Chevron's Current Report on Form 8-K, dated March
10, 1995 have been audited by Price Waterhouse LLP, independent accountants.
The financial statements of the Caltex Group of Companies incorporated in this
Prospectus by reference to Chevron's Annual Report on Form 10-K for the year
ended December 31, 1993 have been audited by KPMG Peat Marwick LLP, independent
accountants. Such financial statements have been so incorporated in reliance on
the reports of the respective independent accountants given on the authority of
such firms as experts in auditing and accounting.
17
<PAGE>
GLOSSARY
The following is a glossary of certain terms used in this Prospectus.
Definitions in this glossary that are also used in the Initial Charters are
qualified in their entirety by reference to the definitions therein.
"Allocated Principal Amount of Notes" means, when used with reference to the
Notes relating to any Vessel at any time, an aggregate principal amount of
outstanding Notes equal to the aggregate principal amount of the collective
loans of the related Owner from California Petroleum to fund the acquisition of
such Vessel then outstanding plus any payment of principal, if any, on such
loans since the last date on which payment of principal on the Notes was made.
"Collateral" means, at any time, the security for the payment and performance
of the obligations of California Petroleum under the Term Indenture, the Serial
Indenture or both, as the case may be.
"Collateral Trust Agreement" means the collateral trust agreement among the
Collateral Trustee, California Petroleum, the Indenture Trustee under the Term
Indenture and the Indenture Trustee under the Serial Indenture, pursuant to
which California Petroleum assigns and pledges to the Collateral Trustee all of
its right, title and interest in the Collateral for the benefit of the holders
of the Notes.
"Collateral Trustee" means Chemical Trust Company of California, not in its
individual capacity but solely as Collateral Trustee under the Collateral Trust
Agreement.
"Compulsory Acquisition" means requisition for title or other compulsory
acquisition of any Vessel (otherwise than by requisition for hire), capture,
seizure, condemnation, destruction, detention or confiscation of such Vessel by
any government or by persons acting or purporting to act on behalf of any
governmental authority.
"Default Period" means the period commencing on the due date of the
charterhire payment until such payment shall be paid in full.
"Default Rate" means a rate per annum for each day during the Default Period
until such payment shall be paid in full equal to 1.50% above LIBOR at the
commencement of such period.
"Indenture Trustee" means Chemical Trust Company of California, not in its
individual capacity but solely as Indenture Trustee under the Serial Indenture
or the Term Indenture, or both, as the case may be.
"Institute Warranty Limits" means the Institute Warranties as defined by the
Institute of London Underwriters.
"LIBOR" means the rate calculated on the basis of the offered rates for
deposits in dollars for a one-month period which appear on the Reuters Screen
LIBO Page as of 11:00 A.M., London time, on the date that is two London Banking
Days (as defined in the Initial Charters) preceding the date of calculation. If
at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR
will be the arithmetic mean of such offered rates (rounded to the nearest .0001
percentage point). If, at any time of determination, the Reuters Screen LIBO
Page is not available, LIBOR will be calculated as the average (rounded upward,
if necessary, to the next higher 1/16 of 1%) of the respective ratio per annum
at which deposits in dollars for a one-month period are offered to each of
three reference banks in the London interbank market at approximately 11:00
A.M., London time, on the date that is two London Banking Days (as defined in
the Initial Charters) preceding the date of calculation. Under the Initial
Charters, each of Chevron Transport and the Collateral Trustee (as assignee of
the applicable Owner) will select a reference bank and the third reference bank
will be selected by Chevron Transport and the Collateral Trustee together or,
failing agreement, by the previously selected reference banks together.
"Lien" means any mortgage, pledge, lien (statutory or other), charge,
encumbrance, lease, claim, security interest, hypothecation, assignment for
security, deposit arrangement or preference or other security agreement of any
kind or nature whatsoever.
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<PAGE>
"Mortgage" means, for each Vessel, the first preferred ship mortgage on such
Vessel granted by the related Owner to California Petroleum and assigned by
California Petroleum to the Collateral Trustee.
"OPA 90" means the United States Oil Pollution Act of 1990, as amended.
"Owner Taxes" means any income, franchise or equivalent tax, imposed upon or
measured by the net income, stated capital or earned surplus of an Owner by any
federal, state, local or other taxing authority of any jurisdiction worldwide,
or any tax imposed pursuant to Section 887 of the United States Internal
Revenue Code of 1986, as amended, or any taxes that result from the willful
misconduct or gross negligence of such Owner or from the inaccuracy or breach
of any representation, warranty or covenant of such Owner contained in certain
clauses of the related Initial Charter or in any document furnished in
connection with such clauses by such Owner, or any taxes that would not have
been imposed but for the failure of such Owner (a) to provide to Chevron
Transport (for filing by Chevron Transport with the taxing jurisdiction
imposing such taxes or retention in Chevron Transport's records) upon Chevron
Transport's timely request such certifications, information, documentation or
reports concerning such Owner's identity, jurisdiction of incorporation or
residency, or connection with such taxing jurisdiction or (b) to promptly file
upon Chevron Transport's timely request such reports or returns (which shall be
prepared with reasonable care in accordance with Chevron Transport's written
instructions) claiming (or availing itself of) any applicable extensions or
exemptions (to the extent that timely notice thereof is provided by Chevron
Transport); provided that Owner Taxes shall not include any such tax imposed on
any amount that is (i) an indemnity or reimbursement of an Owner, (ii) an
operating or maintenance expense, or (iii) a tax for which Chevron Transport is
otherwise liable under the related Initial Charter; and provided further that
Owner Taxes shall not include any such tax imposed by any government,
jurisdiction or taxing authority other than the United States Federal
government solely as a result of the location of the Vessel or the Vessel's use
by Chevron Transport.
"Registration Jurisdiction" means the Republic of Liberia or the Commonwealth
of the Bahamas as applicable to each Vessel.
"Security Documents" means, for each Vessel and Owner, the Loan Agreements,
the Mortgage, the Assignment of Initial Charter, the Assignment of Earnings and
Insurances, the Assignment of Initial Charter Guarantee, the Assignment of
Management Agreement, the Issue of One Debenture, the Stock Pledge, the
Assignment of Vessel Purchase Agreement, the Collateral Trust Agreement, and
any additional security agreement, assignment or mortgage document entered into
by any Owner from time to time in connection with such Owner's Loan Agreement.
"Serial Indenture" means the indenture among California Petroleum, the
Indenture Trustee and, solely for purposes of the Trust Indenture Act, Chevron,
pursuant to which the Serial Mortgage Notes will be issued.
"Stipulated Loss Value" means, for any Vessel on any date, the amount
specified in the related Initial Charter as the "Stipulated Loss Value" for
such date, which amount will be at least sufficient to redeem in full the
Allocated Principal Amount of Notes for such Vessel.
"Term Indenture" means the indenture between California Petroleum and
Chemical Trust Company of California pursuant to which the Term Mortgage Notes
will be issued.
"Term Mortgage Notes Maturity Date" means April 1, 2015.
"Termination Payment" means the payment that Chevron Transport is required to
make pursuant to the applicable Initial Charter if Chevron Transport elects to
terminate the Initial Charter for any Vessel on a specified termination date.
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"Total Loss" means (a) an actual or constructive or comprised or arranged
total loss of a Vessel, (b) a Compulsory Acquisition of a Vessel or (c) if so
declared by Chevron Transport at any time and in its sole discretion a
requisition for hire of the Vessel for a period in excess of 180 days.
"TOVALOP Scheme" means the Tankers Owners Voluntary Agreement concerning
Liability for Oil Pollution dated January 7, 1969, as amended.
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