EXHIBIT 4.1
This Pass Through Trust Supplement No. 1996-A, dated as of December 19,
1996 (herein called the "Trust Supplement"), among Mobil Corporation, a Delaware
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corporation (the "Guarantor"), Mobil Marine Finance Company I Inc., a Delaware
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corporation ("MMFC I") and Mobil Marine Finance Company II Inc., a Delaware
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corporation ("MMFC II;" MMFC I and MMFC II being collectively called the
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"Companies" and individually a "Company"), and State Street Bank and Trust
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Company (the "Trustee"), to the Pass Through Trust Agreement, dated as of
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October 4, 1996, among the Guarantor, the Companies, six 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, each Owner Trust, acting at the direction of its respective Owner
Participant, will issue, on a non-recourse basis Secured Notes, among other
things, to finance in part the purchase price of the vessel to be purchased by
such Owner Trust and leased to a Company pursuant to the related 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 such Secured Notes issued by each Owner Trust and shall hold such
Secured Notes 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 Companies 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 "1996-A Trust") for the benefit of the
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Certificateholders, and the initial Certificateholders as the grantors of the
1996-A Trust, by their respective acceptances of the Certificates, join in the
creation of this 1996-A 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 1996-A" (hereinafter defined as the "Series
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1996-A Certificates"). Each Series 1996-A Certificate represents a Fractional
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Undivided Interest in the 1996-A Trust created hereby.
The terms and conditions applicable to the Series 1996-A Certificates are
as follows:
(a) The aggregate principal amount at maturity of the Series 1996-A
Certificates that shall be authenticated under the Agreement (except for
Series 1996-A Certificates authenticated and delivered pursuant to Sections
3.3, 3.4 and 3.5 of the Basic Agreement) upon their initial issuance is
$231,900,000.
(b) The Cut-off Date is January 31, 1997.
(c) The Regular Distribution Dates with respect to any payment of
Scheduled Payments means each January 2 and July 2 commencing July 2, 1997,
until payment of all of the Scheduled Payments to be made under the Secured
Notes has been made.
(d) The Special Distribution Dates are as follows: (i) when used with
respect to the redemption or purchase of any Secured Notes, the day (which
shall be a Business Day) on which such redemption or purchase is scheduled
to occur pursuant to the terms of the applicable Indenture and (ii) when
used with respect to a Special Payment other than as described in clause
(i) above, 20 days after the last date on
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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 1996-A Certificates shall be in the form
attached hereto as Exhibit A.
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(ii) The Series 1996-A Certificates shall be Book-Entry
Certificates and shall be subject to the conditions set forth in the Letter
of Representations among the Guarantor, the Companies, 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) Each Owner Trust, acting at the direction of the Owner
Participant, will issue on a non-recourse basis, the Secured Notes, the
proceeds of which shall be used, among other things, to finance in part the
purchase price to such Owner Trust of one of the following four double-
hulled very large crude carriers built or being built by Sumitomo Heavy
Industries and registered or to be registered in the Xxxxxxxx Islands
(collectively the "Vessels");
1. The "M.V. Eagle" delivered in August 1993 (the "Eagle").
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2. The "M.V. Raven" delivered in June 1996 (the "Raven").
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3. Hull No. 1233 being built under the Construction Contract dated
June 28, 1996 and scheduled to be delivered in the fourth quarter
of 1998 ("Hull No. 1233").
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4. Hull No. 1234 being built under the Construction Contract dated
June 28, 1996 and scheduled to be delivered in the second quarter
of 1999 ("Hull No. 1234").
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The Raven, Hull No. 1233 and Hull No. 1234 are being chartered to MMFC
I and the Eagle is being chartered to MMFC II.
(h) The proceeds of the Series 1996-A Certificates shall be used to
purchase the Secured Notes in the respective principal amounts and at the
purchase prices specified below:
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Principal Payable at
Vessel Purchase Price Maturity
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Eagle $ 47,800,000.00 Same as Purchase Price
Raven $ 58,500,000.00 Same as Purchase Price
Hull No. 1233 $ 54,622,315.40 $ 62,800,000.00
Hull No. 1234 $ 52,782,810.60 $ 62,800,000.00
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$213,705,126.00 $231,900,000.00
The Secured Notes are not senior or subordinate to any other Secured Notes.
(i) The Series 1996-A Certificates are not subject to any
intercreditor agreement, liquidity or credit facility or similar agreement.
Neither the Guarantor nor any Company may deliver Series 1996-A
Certificates or cash to the Trustee in exchange for Secured Notes.
(j) The related Note Documents are as follows:
(i) Each of the following Indentures:
Trust Indenture, Assignment of Charter and Head Lease and Security
Agreement (DUMOCO Eagle Trust), dated as of December 19, 1996;
Trust Indenture, Assignment of Charter and Head Lease and Security
Agreement (SAMOCO Raven Trust), dated as of December 19, 1996;
Trust Indenture, Assignment of Charter and Head Lease and Security
Agreement (SAMOCO 1233 Trust), dated as of December 19, 1996;
Trust Indenture, Assignment of Charter and Head Lease and Security
Agreement (SAMOCO 1234 Trust), dated as of December 19, 1996;
(ii) Each of the following Secured Notes:
Series 1996 A-1 Secured Non-Recourse Note (SAMOCO Raven Trust), dated
December 19, 1996;
Series 1996 A-2 Secured Non-Recourse Note (DUMOCO Eagle Trust), dated
December 19, 1996;
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Series 1996 A-3 Secured Non-Recourse Discount Note (SAMOCO 1233
Trust), dated December 19, 1996;
Series 1996 A-4 Secured Non-Recourse Discount Note (SAMOCO 1234
Trust), dated December 19, 1996;
(iii) Each of the following Charters:
VLCC Charter Party (Eagle), dated as of December 19, 1996;
VLCC Charter Party (Raven), dated as of December 19, 1996;
VLCC Charter Party (Hull No. 1233), dated as of December 19, 1996;
VLCC Charter Party (Hull No. 1234), dated as of December 19, 1996;
(iv) Each of the following Participation Agreements:
Participation Agreement (DUMOCO Eagle Trust), dated as of December 19,
1996;
Participation Agreement (SAMOCO Raven Trust), dated as of December 19,
1996;
Participation Agreement (SAMOCO 1233 Trust), dated as of December 19,
1996;
Participation Agreement (SAMOCO 1234 Trust), dated as of December 19,
1996;
(v) Each of the following Trust Agreements:
Declaration and Agreement of Trust (DUMOCO Eagle Trust), dated
November 22, 1996, as amended and restated December 19 1996;
Declaration and Agreement of Trust (SAMOCO Raven Trust), dated
November 22, 1996, as amended and restated December 19 1996;
Declaration and Agreement of Trust (SAMOCO 1233 Trust), dated November
22, 1996, as amended and restated December 19 1996;
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Declaration and Agreement of Trust (SAMOCO 1234 Trust), dated November
22, 1996, as amended and restated December 19 1996;
(vi) Each of the following Guaranties:
Mobil Eagle Guarantee, dated December 19, 1996;
Mobil Raven Guarantee, dated December 19, 1996;
Mobil Hull No. 1233 Guarantee, dated December 19, 1996;
Mobil Hull No. 1234 Guarantee, dated December 19, 1996;
(vii) Each of the following Ship Mortgages and, when delivered,
the Ship Mortgages delivered in connection with Hull No. 1233 and Hull
No. 1234:
Ship Mortgage (Eagle), dated December 19, 1996;
Ship Mortgage (Raven), dated December 19, 1996;
(viii) Each of the following Bills of Sale and, when delivered,
the Bills of Sale delivered in connection with Hull No. 1233 and Hull No.
1234:
Xxxx of Sale (Eagle), dated December 2, 1996;
Xxxx of Sale (Raven), dated December 3, 1996;
(ix) Each of the following Construction Contracts:
Construction Contract (Hull No. 1233), dated June 28, 1996;
Construction Contract (Hull No. 1234), dated June 28, 1996;
(x) Each of the following Conditional Sale Agreements between
the U.K. Lessor, as purchaser, and the respective Owner Trust, as
seller:
Conditional Sale Agreement (Eagle), dated December 10, 1996;
Conditional Sale Agreement (Raven), dated December 10, 1996;
Conditional Sale Agreement (Hull No. 1233), dated December 10, 1996;
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Conditional Sale Agreement (Hull No. 1234), dated December 10, 1996;
(xi) Each of the following Head Leases between the U.K. Lessor
(as defined in each Indenture) and the respective Owner Trust, as
lessee:
Lease Agreement (Eagle), dated December 10, 1996;
Lease Agreement (Raven), dated December 10, 1996;
Lease Agreement (Hull No. 1233), dated December 10, 1996;
Lease Agreement (Hull No. 1234), dated December 10, 1996;
(xii) Each of the following Lease Support Agreements among the
U.K. Lessor, the respective Charterer and the respective Owner Trust:
Lessee Support Agreement (Eagle), dated December 10, 1996;
Lessee Support Agreement (Raven), dated December 10, 1996;
Lessee Support Agreement (Hull No. 1233), dated December 10, 1996;
Lessee Support Agreement (Hull No. 1234), dated December 10, 1996;
(xiii) Each of the following Lessor's Security Assignments among
the U.K. Lessor, the Indenture Trustee, the related Owner Trust and
the related Owner Participant:
Lessor's Security Assignment (Eagle), dated December 19, 1996;
Lessor's Security Assignment (Raven), dated December 19, 1996;
Lessor's Security Assignment (Hull No. 1233), dated December 19,
1996;
Lessor's Security Assignment (Hull No. 1234), dated December 19,
1996;
(xiv) Each of the following mortgages between the U.K. Lessor, as
mortgagor, and the respective Owner Trust, as mortgagee, and when
delivered, the mortgages delivered in connection with Hull No. 1233
and Hull No. 1234:
Mortgage (Eagle), dated December 10, 1996;
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Mortgage (Raven), dated December 10, 1996;
ARTICLE III
DEFINITIONS
Section 3.01. Definitions. For the purposes of the 1996-A 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:
Accreting Secured Note: Means a Secured Note that in place of paying
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interest in cash for any period during its term shall have an accretion of
discount for such period. As used in this Agreement the principal amount
of an Accreting Secured Note refers to the accreted value of such Accreting
Secured Note during the period that such Accreting Secured Note is
accreting discount and thereafter the face amount thereof. The Secured
Note issued in respect of Hull No. 1233 is an Accreting Secured Note until
January 2, 1999 and the Secured Note issued in respect of Hull No. 1234 is
an Accreting Secured Note until July 2, 1999.
Guaranty: Means each guaranty of the Guarantor of the obligations of
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each Company under the related Charter.
Note Documents: With respect to any Secured Note, means the related
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Indenture, Participation Agreement, Charter, Guaranty and the other
agreements and documents assigned to the Indenture Trustee pursuant to the
related Indenture.
Pool Balance: With respect to any Trust, means as of any date the
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aggregate unpaid principal amount (including accretion of discount) of the
Secured Notes held in such Trust on such date plus the amount of the
principal payments on such Secured Notes 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 such Trust
shall be computed after giving effect to the payment of principal, if any,
of such Secured Notes and distribution thereof to be made on that date and,
in the case of Accreting Secured Notes, the accretion of discount to such
date.
Pool Factor: With respect to any Trust, means as of any date the
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quotient (rounded to the seventh decimal place, with .00000005 being
rounded upwards) computed by dividing (i) the Pool Balance by (ii) the
aggregate principal amount of the Certificates (including accretion of
discount) issued by such Trust. The Pool Factor as of any Regular
Distribution Date or Special Distribution Date with respect
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to such Trust shall be computed after giving effect to the payment of
principal, if any, on the Secured Notes held in such Trust and distribution
thereof to be made on that date and, in the case of Accreting Secured
Notes, the accretion of discount to such date.
Property: With respect to any Secured Note means all right, title and
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interest of the related Owner Trust to the related 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 Agreements on or prior to the Issuance Date in the
form delivered to the Trustee by the related 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 Companies, or for or in respect of the recitals and statements
contained herein, all of which recitals and statements are made solely by the
Companies.
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 each 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.
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ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01. Assignment of Charter. Neither Company will assign its
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rights under Article 20(c) of any of the Charters to which it is a party unless
the assignee enters into a supplement to this Agreement pursuant to which it
shall agree to fulfill the obligations of such Company hereunder.
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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1996-A 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 may
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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.
IN WITNESS WHEREOF, the Guarantor, the Companies 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/ R.E. Xxxxxxxxx
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Name: R.E. Xxxxxxxxx
Title: Attorney in Fact
MOBIL MARINE FINANCE COMPANY I INC.
By: /s/ R.E. Xxxxxxxxx
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Name: R.E. Xxxxxxxxx
Title: Authorized Signatory
MOBIL MARINE FINANCE COMPANY II INC.
By: /s/ R.E. Xxxxxxxxx
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Name: R.E. Xxxxxxxxx
Title: Authorized Signatory
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
