Common use of Certain References and Obligations Clause in Contracts

Certain References and Obligations. Notwithstanding ---------------------------------- any provision to the contrary contained herein: (a) The phrase "(with the consent of the Owner Trustee, if any, relating to such Certificates, which consent shall not be unreasonably withheld)" in Section 9.2 shall after the Relevant Date be deemed to be deleted; and (b) Sections 1.2, 7.2, 7.8(b), 7.8(c), 7.8(e), 7.8(f), 7.11(a), 7.11(d), 9.2, 11.1 and 12.3 shall be deemed amended to provide that any reference to the Owner Trustee contained in such Sections (but not any reference to the "Owner Trustee or its designee the Company" in such Sections) shall after the Relevant Date be deemed to be deleted. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - All provisions of this Indenture, the other Operative Documents and the Pass Through Trust Agreement not specifically amended by operation of this Exhibit C shall remain in full force and effect. Exhibit A to Exhibit C to Indenture ------------ (FORM OF SERIES 1997-B SECURED NOTE) MOBIL TRANSPORT FINANCE COMPANY INC. Series 1997-B Secured Non-Recourse Note Due _________ __, ____ Sale and Charter of Certain Double-Hulled Product Tanker -------------------------------------------------------- Registered No. _____ $ New York, New York ________, 199__ Interest Rate Per Annum: ___% MOBIL TRANSPORT FINANCE COMPANY INC., a Delaware Corporation ("MTFC"), ---- for value received hereby promises to pay to State Street Bank and Trust Company, or registered assigns, on or before _________ __, ____, as herein provided, the principal sum of ____ DOLLARS ($_____), and to pay interest on this Secured Note from time to time from the date hereof until the principal amount hereof shall have been paid in full at the rate of [ ]% per annum (based on a 360-day year of twelve 30-day months), and (to the extent not prohibited by applicable law) to pay interest on any overdue principal and interest at the Overdue Rate. The principal of this Secured Note shall be payable on each January 31 and July 31, or both, in accordance with the schedule annexed hereto. Subject to 2.03(b) of the Indenture, all accrued and unpaid interest on this Secured Note shall be payable on each January 31 and July 31 in each year commencing _________ __, ____. This Secured Note is one of the Secured Notes issued by MTFC pursuant to the terms of the Trust Indenture, Mortgage, Assignment of Charter and Security Agreement, dated as of September 30, 1997, between the Owner Trustee and State Street Bank and Trust Company, not in its individual capacity but solely as Indenture Trustee thereunder for the Holder of this Secured Note and the Holders of all other Secured Notes Outstanding thereunder (the "Indenture --------- Trustee"), as such Trust Indenture, Mortgage, Assignment of Charter and Security ------- Agreement has been assumed by MTFC pursuant to the Indenture Supplement dated the date hereof between MTFC and the Indenture Trustee and as such Trust Indenture, Mortgage, Assignment of Charter and Security Agreement has been amended pursuant to the Relevant Amendment (such Trust Indenture, Mortgage, Assignment of Charter and Security Agreement as so assumed and amended, the "Indenture"). Capitalized terms ---------- EXHC-40 used in this Secured Note and not otherwise defined shall have the respective meanings assigned to them in the Indenture. Each payment of principal and interest shall be due and payable at the times, places and in the manner as specified herein and in the Indenture. This is MTFC's Series 1997-B Secured Notes issued pursuant to the Indenture, which together with any Additional Notes and any note or notes issued upon a transfer of, in exchange or substitution respectively therefor in accordance with the terms of the Indenture, are equally and ratably secured by the Indenture, except as expressly provided therein. The property of MTFC (excluding Excepted Payments) included in the Indenture Estate are pledged or mortgaged to the Indenture Trustee to the extent provided in the Indenture as security for the payment of the principal of and interest on this Secured Note and all other Secured Notes issued and Outstanding from time to time under the Indenture. Reference is hereby made to the Indenture for a description of the Indenture Estate, and for a statement of the rights of the Holders of, and the nature and extent of the security for, this Secured Note and of the rights of, and the nature and extent of the security for, the Holders of the other Secured Notes and of certain rights of MTFC, as well as for a statement of the terms and conditions of the trust created by the Indenture, to all of which terms and conditions in the Indenture the Holder agrees by its acceptance of this Secured Note.

Certain References and Obligations. Notwithstanding ---------------------------------- any provision to the contrary contained herein: (a) The phrase "(with the consent of the Owner Trustee, if any, relating to such Certificates, which consent shall not be unreasonably withheld)" in Section 9.2 shall after the Relevant Date be deemed to be deleted; and (b) Sections 1.2, 7.2, 7.8(b), 7.8(c), 7.8(e), 7.8(f), 7.11(a), 7.11(d), 9.2, 11.1 and 12.3 shall be deemed amended to provide that any reference to the Owner Trustee contained EXHC-41 in such Sections (but not any reference to the "Owner Trustee or its designee the Company" in such Sections) shall after the Relevant Date be deemed to be deleted. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -------------------------------------------------------------------------------- All provisions of this Indenture, the other Operative Documents and the Pass Through Trust Agreement not specifically amended by operation of this Exhibit C shall remain in full force and effect. Exhibit A to Exhibit C to Indenture ------------ (FORM OF SERIES 1997-B A SECURED NOTE) MOBIL TRANSPORT CHEMICAL FINANCE COMPANY (TEXAS) INC. Series 1997-B A Secured Non-Recourse Note Due _________ __, ____ Sale and Charter Leaseback of Certain Double-Hulled Product Tanker -------------------------------------------------------- Paraxylene Production Facility Assets ------------------------------------------------------------------- Located in Beaumont, Texas -------------------------- Registered No. _____ $ New York, New York ________ New York, New York May __, 199__ 1997 Interest Rate Per Annum: ____ % MOBIL TRANSPORT CHEMICAL FINANCE COMPANY (TEXAS) INC., a Delaware Corporation ("MTFCMCFT"), ---- for value received hereby promises to pay to State Street Bank and Trust Company, or registered assigns, on or before _________ __, ____, as herein provided, the principal sum of ____ DOLLARS ($_____), and to pay interest on this Secured Note from time to time from the date hereof until the principal amount hereof shall have been paid in full at the rate of [ ]% per annum (based on a 360-day year of twelve 30-day months), and (to the extent not prohibited by applicable law) to pay interest on any overdue principal and interest at the Overdue Rate. The principal of this Secured Note shall be payable on each January 31 2 and July 312, or both, in accordance with the schedule annexed hereto. Subject to 2.03(b) of the Indenture, all accrued and unpaid interest on this Secured Note shall be payable on each January 31 2 and July 31 2 in each year commencing _________ __, ____. This Secured Note is one of the Secured Notes issued by MTFC MCFT pursuant to the terms of the Trust Indenture, MortgageDeed of Trust, Assignment of Charter Lease, and Security Agreement, dated as of September 30May __, 1997, between the Owner Trustee and State Street Bank and Trust Company, not in its individual capacity but solely as Indenture Trustee thereunder for the Holder of this Secured Note and the Holders of all other Secured Notes Outstanding thereunder (the "Indenture --------- Trustee"), as such Trust Indenture, MortgageDeed of Trust, Assignment of Charter Lease, and ------- Security ------- Agreement has been assumed by MTFC MCFT pursuant to the Indenture Supplement dated the date hereof between MTFC MCFT and the Indenture Trustee and as such Trust Indenture, MortgageDeed of Trust, Assignment of Charter Lease, and Security Agreement has been amended pursuant to the Relevant Amendment (such Trust Indenture, MortgageDeed of Trust, Assignment of Charter Lease, and Security Agreement as so assumed and amended, the "Indenture"). Capitalized terms ---------- EXHC-40 used in this --------- Secured Note and not otherwise defined shall have the respective meanings assigned to them in the Indenture. Each payment of principal and interest shall be due and payable at the times, places and in the manner as specified herein and in the Indenture. This Secured Note is MTFCone of MCFT's Series 1997-B A Secured Notes and the Series 1997-A Secured Notes issued pursuant to the Indenture, which together with any Additional Notes and any note or notes issued upon a transfer of, in exchange or substitution respectively therefor in accordance with the terms of the Indenture, are equally and ratably secured by the Indenture, except as expressly provided therein. The property of MTFC MCFT (excluding Excepted Payments) included in the Indenture Estate are pledged or mortgaged to the Indenture Trustee to the extent provided in the Indenture as security for the payment of the principal of and interest on this Secured Note and all other Secured Notes issued and Outstanding from time to time under the Indenture. Reference is hereby made to the Indenture for a description of the Indenture Estate, and for a statement of the rights of the Holders of, and the nature and extent of the security for, this Secured Note and of the rights of, and the nature and extent of the security for, the Holders of the other Secured Notes and of certain rights of MTFCMCFT, as well as for a statement of the terms and conditions of the trust created by the Indenture, to all of which terms and conditions in the Indenture the Holder agrees by its acceptance of this Secured Note.