EXHIBIT 4.1
This Pass Through Trust Supplement No. 1997-B, dated as of September 30,
1997 (herein called the "Trust Supplement"), among Mobil Corporation, a Delaware
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corporation (the "Guarantor"), Mobil Transport Finance Company Inc., a Delaware
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corporation ("MTFC" or the "Company"), and State Street Bank and Trust Company
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(the "Trustee"), to the Pass Through Trust Agreement, dated as of October 4,
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1996, among the Guarantor, the Company, seven other companies named therein and
the Trustee (the "Basic Agreement").
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W I T N E S S E T H:
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WHEREAS, the Basic Agreement, unlimited as to the aggregate principal
amount of Certificates (unless otherwise specified herein, capitalized terms
used herein without definition having the respective meanings specified
heretofore in the Basic Agreement) which may be issued thereunder, has
heretofore been executed and delivered;
WHEREAS, the Owner Trustee, acting at the direction of the Owner
Participant, will, among other things, issue, on a non-recourse basis one
Secured Note to finance in part the purchase price of M.T. AMERICAN PROGRESS, a
Jones Act double-hulled product tanker built by Newport News Shipbuilding and
Dry Dock Company (the "Vessel"), to be purchased by the Owner Trustee from an
affiliate of the Company and chartered to the Company pursuant to the Charter;
WHEREAS, pursuant to the terms and conditions of the Basic Agreement, as
supplemented by this Trust Supplement (the "Agreement"), the Trustee shall
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purchase the Secured Note issued by the Owner Trustee and shall hold the Secured
Note in trust for the benefit of the Certificateholders;
WHEREAS, all of the conditions and requirements necessary to make this
Trust Supplement, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms for the purposes herein expressed, have
been done, performed and fulfilled, and the execution and delivery of this Trust
Supplement in the form and with the terms hereof have been in all respects duly
authorized;
WHEREAS, this Trust Supplement is subject to the provisions of the Trust
Indenture Act of 1939, as amended, and shall, to the extent applicable, be
governed by such provisions;
NOW THEREFORE, in consideration of the premises herein, it is agreed among
the Guarantor, the Company and the Trustee as follows:
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ARTICLE I
DECLARATION OF TRUST
Section 1.01. Declaration of Trust. The Trustee hereby declares the
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creation of this Trust (the "1997-B Trust") for the benefit of the
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Certificateholders, and the initial Certificateholders as the grantors of the
1997-B Trust, by their respective acceptances of the Certificates, join in the
creation of this 1997-B Trust with the Trustee.
ARTICLE II
THE CERTIFICATES
Section 2.01. The Certificates. There is hereby created a series of
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Certificates to be issued under this Agreement to be distinguished and known as
"Pass Through Certificates, Series 1997-B" (hereinafter referred to as the
"Series 1997-B Certificates"). Each Series 1997-B Certificate represents a
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Fractional Undivided Interest in the 1997-B Trust created hereby.
The terms and conditions applicable to the Series 1997-B Certificates are
as follows:
(a) The aggregate principal amount at maturity of the Series 1997-B
Certificates that shall be authenticated under the Agreement (except for
Series 1997-B Certificates authenticated and delivered pursuant to Sections
3.3, 3.4 and 3.5 of the Basic Agreement) upon their initial issuance is
$36,714,000.
(b) The Cut-off Date is October 14, 1997.
(c) The Regular Distribution Dates with respect to any payment of
Scheduled Payments means each January 31 and July 31 commencing January 31,
1998, until payment of all of the Scheduled Payments to be made under the
Secured Note has been made.
(d) The Special Distribution Dates are as follows: (i) when used with
respect to the redemption or purchase of a Secured Note, the day (which
shall be a Business Day) on which such redemption or purchase is scheduled
to occur pursuant to the terms of the Indenture and (ii) when used with
respect to a Special Payment other
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than as described in clause (i) above, 20 days after the last date on which
the Trustee must give notice pursuant to Section 4.2(c) of the Basic
Agreement (or the next Business Day after such 20/th/ day if such date is
not a Business Day).
(e) (i) The Series 1997-B Certificates shall be in the form
attached hereto as Exhibit A.
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(ii) The Series 1997-B Certificates shall be Book-Entry
Certificates and shall be subject to the conditions set forth in the Letter
of Representations among the Guarantor, the Company, the Trustee and The
Depositary Trust Company, the initial Clearing Agency, attached hereto as
Exhibit B.
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(f) The Scheduled Payments of principal shall be as set forth in
Exhibit C hereto.
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(g) The Owner Trustee, acting at the direction of the Owner
Participant, will issue on a non-recourse basis, a Secured Note, the
proceeds of which shall be used, among other things, to finance in part the
purchase price to the Owner Trustee of the Vessel. The Vessel is being
chartered to the Company.
(h) The proceeds of the Series 1997-B Certificates shall be used to
purchase the Secured Note in the principal amount and at the debt portion
of the purchase price specified below:
Debt Portion of the Principal Payable at
Vessel Purchase Price Maturity
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M.T. American Progress $36,714,000 Same as Debt Portion of the
Purchase Price
(i) The Series 1997-B Certificates are not subject to any
intercreditor agreement, liquidity or credit facility or similar agreement.
Neither the Guarantor nor the Company may deliver Series 1997-B
Certificates or cash to the Trustee in exchange for the Secured Note.
(j) The related Note Documents are as follows:
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(i) Trust Indenture, Mortgage, Assignment of Charter and and
Security Agreement dated as of September 30, 1997, between First
Security Bank, National Association, not in its individual capacity,
except as expressly provided therein, but solely as Owner Trustee, and
State Street Bank and Trust Company, not in its individual capacity,
except as expressly provided therein, but solely as Indenture Trustee;
(ii) Series 1997 B-1 Secured Non-Recourse Note, dated September
30, 1997;
(iii) Demise Charter Party (M.T. AMERICAN PROGRESS) dated as of
September 30, 1997 (the "Charter"); between First Security Bank, National
Association, not in its individual capacity, except as expressly provided
therein, but solely as Owner Trustee under the Trust Agreement for the
Owner Participant named therein, as Shipowner, and MTFC, as Charterer;
(iv) Participation Agreement (M.T. AMERICAN PROGRESS) dated as
of September 30, 1997, among MTFC, as Charterer, SBCM Maritime Finance,
Inc., as Owner Participant, First Security Bank, National Association, as
Owner Trustee, State Street Bank and Trust Company, as Indenture Trustee,
and State Street Bank and Trust Company, as Pass Through Trustee and Loan
Participant;
(v) Trust Agreement (M.T. AMERICAN PROGRESS) dated as of
September 30, 1997, between SBCM Maritime Finance, Inc., as Owner
Participant, and First Security Bank, National Association, as Owner
Trustee;
(vi) Guaranty (M.T. AMERICAN PROGRESS) dated as of September 30,
1997, among Mobil Corporation, Guarantor, First Security Bank,
National Association, both in its individual capacity and as
Owner Trustee, State Street Bank and Trust Company, both in its
individual capacity and as Indenture Trustee, State Street Bank
and Trust Company, as Pass Through Trustee and Loan Participant,
the Certificateholders from time to time, and SBCM Maritime
Finance, Inc., as Owner Participant;
(vii) Ship Mortgage (M.T. AMERICAN PROGRESS) dated September 30,
1997;
(viii) Owner Participant Guaranty (M.T. AMERICAN PROGRESS) dated
as of September 30, 1997, among Sumitomo Bank Capital
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Markets, Inc., Owner Participant Guarantor, Mobil Corporation, MTFC,
as Charterer, Mobil Oil Corporation, as Vessel Operator referred to
therein, First Security Bank, National Association, both in its
individual capacity and as Owner Trustee, and State Street Bank and
Trust Company, both in its individual capacity and as Indenture
Trustee; and
(ix) Tax Indemnity Agreement dated as of September 30, 1997,
between MTFC, as Charterer, and SBCM Maritime Finance, Inc., as
Owner Participant.
ARTICLE III
DEFINITIONS
Section 3.01. Definitions. For the purposes of the 1997-B Trust the
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following defined terms shall be added to Section 1.1(b) of the Basic Agreement
or shall be amended to read as set forth below, as the case may be:
Guaranty: Means the Mobil Guaranty by the Guarantor of the
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obligations of the Company under the Operative Documents.
Note Documents: Means the Indenture, Participation Agreement,
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Charter, Guaranty and the other agreements and documents assigned to the
Indenture Trustee pursuant to the Indenture.
Pool Balance: With respect to the Trust, means as of any date the
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aggregate unpaid principal amount of the Secured Note held in the Trust on
such date plus the amount of the principal payments on the Secured Note
held by the Trustee and not yet distributed plus the amount of any moneys
held in the related Escrow Account (other than earnings thereon). The Pool
Balance as of any Regular Distribution Date or Special Distribution Date
with respect to the Trust shall be computed after giving effect to the
payment of principal, if any, of the Secured Note and distribution thereof
to be made on that date.
Pool Factor: With respect to the Trust, means as of any date the
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quotient (rounded to the seventh decimal place, with .00000000005 being
rounded upwards) computed by dividing (i) the Pool Balance by (ii) the
original aggregate principal amount of the Certificates issued by such
Trust. The Pool Factor as of any Regular
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Distribution Date or Special Distribution Date with respect to the Trust
shall be computed after giving effect to the payment of principal, if any,
on the Secured Note held in the Trust and distribution thereof to be made
on that date.
Property: With respect to the Secured Note means all right, title and
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interest of the Owner Trustee to the Vessel, including contractual rights.
ARTICLE IV
THE TRUSTEE
Section 4.01. The Trustee. The Trustee is hereby directed to execute
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and deliver the Note Purchase Agreement on or prior to the Issuance Date in the
form delivered to the Trustee by the Company. The Trustee shall not be
responsible in any manner whatsoever for, or in respect of, the validity or
sufficiency of this Trust Supplement or the due execution hereof by the
Guarantor or the Company, or for, or in respect of, the recitals and statements
contained herein, all of which recitals and statements are made solely by the
Company.
Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed by the Trustee by
reason of this Trust Supplement other than as set forth in the Basic Agreement,
and this Trust Supplement is executed and accepted on behalf of the Trustee,
subject to all the terms and conditions set forth in the Basic Agreement, upon
the effectiveness thereof, as fully to all intents as if the same were herein
set forth at length.
The Trustee represents and warrants that this Trust Supplement has
been and the Note Purchase Agreement has been or will be duly executed and
delivered by one of its officers who is duly authorized to execute and deliver
such document on its behalf.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01. Assignment of Charter. The Company will not assign its
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rights under Article 20(c) of the Charter unless the assignee thereof enters
into a supplement to this Agreement pursuant to which it shall agree to fulfill
the obligations of the Company hereunder.
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Section 5.02. Basic Agreement Ratified. Except and so far as herein
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expressly provided, all of the provisions, terms and conditions of the Basic
Agreement are in all respects ratified and confirmed; and the Basic Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.
Section 5.03. GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE SERIES
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1997-B CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
Section 5.04. Execution and Counterparts. This Trust Supplement
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may be executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the Guarantor, the Company and the Trustee have
caused this Trust Supplement to be duly executed by their respective officers
thereto duly authorized, as of the day and year first written above.
MOBIL CORPORATION
By: /s/ WALTER ARNHEIM
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Name: Walter Arnheim
Title: Treasurer
MOBIL TRANSPORT FINANCE
COMPANY INC.
By: /s/ WALTER ARNHEIM
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Name: Walter Arnheim
Title: President
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By: /s/ RUTH A. SMITH
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Name: Ruth A. Smith
Title: Vice President