ee Libr ra AO Oregon Improvement Company | Reorganization. , teliminary Hgreement. Dated October 8, 1895. MANHATTAN TRUST COMPANY, 1 Nassau Street, New York, ) Depositaries. OLD COLONY TRUST COMPANY, Ames Building, Boston, | . JOHN G. MOORE, JOHN I. WATERBURY, | ‘™, JEFFERSON COOLIDGE, Jr., HENRY W. CANNON, Reorganization Committee. EDWIN S. HOOLEY, JULES S. BACHE, SIMPSON, THACHER & BARNUM, Counsel to the Committee. Cc. G. Burgoyne, Walker and Centre Sts., N. Y. fy tad” — 4 ~~ © ae Dy mca i MN, 4 x Memorandum of Agreement, made between FPREDERIC CROMWELL, CorNELIUS B. Gortp, Evans R. Dick, CHARLES B. WriGHT, JR., and CHARLEMAGNE TowER, JR., aS a Committee of the Bondholders of the Duluth and Manitoba Railroad Company, acting by a majority thereof, under the provisions of an agreement dated April 4th, 1894, between the holders of bonds of the Duluth and Manitoba Railroad Company, said Committee, and the Guaranty Trust Company of New York, then known as the New York Guaranty and Indemnity Com- pany, hereinafter called the ‘‘ Committee,’’ parties hereto of the first part, and J. P. MorGan anp ComPANY, as Re- organization Managers of the Northern Pacific Railroad Re-organization, acting under the provisions of an agree- ment dated March 16, 1896, known as a Re-organization Agreement of the Northern Pacific Railroad Company, hereinafter called the ‘‘.Managers,’’ parties hereto of the second part. WHEREAS, by the Third Clause of the said Agreement of April 4, 1894, the said Committee is authorized and empowered to sell and deliver all the bonds and coupons deposited thereunder for any sum or price, in cash, at its discretion, but not less than par and interest or to make any settlement on behalf of the bondholders, including the making or approval of a lease of the mortgaged property, provided such sale, settlement or lease be approved in writing by the holders of said negotiable certificates to the extent of two-thirds in par value of the bonds deposited thereunder ; Now, in consideration of the covenants and agreements herein contained and of the sum of one dollar by each of Ss the parties hereto to the other in hand paid, it is hereby 1103589 2 agreed as follows: A settlement is hereby effected between the said Committee, representing the bondholders who have deposited their bonds under the said agreement of April 4th, 1894, and the parties to said agreement of March i6th, 1896, upon the following terms: The Committee hereby sells to the Managers ati the Managers hereby buy from the Committee all the first mortgage bonds of the Duluth and Manitoba Railroad Company, a corporation existing under the general laws of the State of Minnesota, owning and operating a railroad - in the States of Minnesota and North Dakota respectively, secured by separate mortgages upon the Minnesota Divis- ion and upon the Dakota Division, now under the control of said Committee and on deposit in the Guaranty Trust Company under the provisions of the said agreement of April 4th, 1894, the said bonds so deposited being in par value, of the Minnesota Division, $1,151,000, and in par value, of the Dakota Division, $1,359,000, together with all of such bonds as may be deposited under the terms of said agreement of April 4th, 1894, within such limit of time as the Managers may allow. All bonds sold under this agreement shall be delivered on final payment therefor and carry all unmatured coupons, and also all matured coupons, with proper credits as to partial payments endorsed on matured coupons. The price of the said bonds, including their coupons, to be paid by the Managers to the Committee shall be ninety (90) per cent. of the par value of the principal of said bonds in cash, with interest upon such par value as hereinafter provided, payable as to the Dakota Division bonds at any time at the option of the Managers, on or before June ist, 1897, and as to the Minnesota Division bonds at any time at the option of the Managers, on or before July 1st, 1897. As part of the purchase price, interest shall be paid upon the par value of the said bonds 5) of each class, at five per cent., until the completion of this contract by the payment of the entire purchase money in respect of such class, and such interest shall be payable upon the dates that the coupons upon the said bonds re- spectively fall due and are payable. The Managers shall give to the Chairman of the Committee ten days’ notice in writing before making any payments on account of the purchase money, other than payments of interest as afore- said, and shall have the privilege of paying for the bonds of each class in not more than two equal payments after pay- ing the ten per cent. hereinafter provided. In the event that a partial payment be made at any time on account of the principal of the purchase money afore- said, including the ten per cent. thereof hereinafter pro. vided to be paid at the time that this contract becomes operative, a proportional rebate shall be made in interest subsequently accruing upon the unpaid purchase money. The Committee agrees as and when it may make collec- tions upon the coupons of such of the said bonds as shall have been deposited under the said agreement of April 4, 1894, and shall be under the control of the said Commit- tee, that it will withhoid from time to time from the hold- ers of receipts or certificates issued under the said agree- ment and pay to the said managers, as long as this con- tract remains in force and uncompleted, such a proportion of the said interest collected as the partial payments there- tofore made on account of the principal of the purchase money aforesaid bears to the said total purchase money. The Managers agree to procure an extension of the pres- ent lease existing between the Receivers of the Northern Pacific Railroad Company and the Duluth and Manitoba Railroad Company until the first day of July, 1897, or until the earlier surrender by the Receivers of the lines of the Northern Pacific Railroad Company in the States of Wisconsin, Minnesota and North Dakota to the pur- 4 chasers thereof at foreclosure sale, and that thereafter the New Company hereinafter mentioned shall make a similar lease for the unexpired term to July 1st, 1897. The said extension of lease shall appropriately provide as follows: | | First.—That the rental for the demised premises shall be an amount in cash equal to five-sixths of the face value of all of the coupons upon all of the First Mortgage Bonds of the Duluth and Manitoba Railroad Company of both Divisions which will mature December Ist, 1896, and Jan- uary Ist, 1897, and a like amount upon all of the coupons which will mature June Ist, 1897, and July 1st, 1897, being at the rate of five per centum per annum upon said bonds. The said amounts of rental shall be paid to the Trustee of the Mortgages securing the said bonds upon the due dates of the said respective coupons. SEcoND.—That neither the provisions in regard to sinking fund installments contained in Article VI. of the mortgage made by the Duluth and Manitoba Railroad Company upon its Minnesota Division to the Farmers’ Loan and Trust Company, dated the first day of July, 1886, and in Article VI. of the mortgage made by the Duluth and Manitoba Railroad Company upon its Dakota Division to the Farmers’ Loan and Trust Company, dated the first day of June, 1887, nor the provisions of the said mortgages as to the unpaid portion of interest maturing on June Ist, 1896, July Ist, 1896, December Ist, 1896, and January 1st, 1897, shall be in any manner enforced during the period covered by, the lease. Turrp.—That all of the provisions of the said lease shall continue in full force and effect, except to the extent that said provisions may be modified as provided in this agreement and by the performance of acts therein provided for. 5) The rental when collected under the existing lease of the Duluth and Manitoba Railroad Company’s property with the Receivers of the Northern Pacific Railroad Com- pany, and under the said lease as extended, as herein pro- vided, shall be taken on account of the obligation of the Managers hereinbefore provided for to pay interest upon the par of the bonds hereby sold as part of the purchase money therefor, to the extent that said rental shall have been paid to the Trustee of the mortgage as above pro- vided. The Committee and its members respectively assume no personal responsibility hereunder, and the contract of sale of bonds shall bind only the depositors assenting thereto, but it agrees to use its best endeavors to procure the consent in writing by the holders of the negotiable cer- tificates issued under the said agreement of April 4th, 1894, to the extent of two-thirds in par value of the bonds deposited under the said agreement, to the aforesaid settlement, including the said extension of the said lease and sale of the said bonds herein provided for. Such consent shall also be noted on the negotiable certificates of each holder so consenting, in such manner, satisfactory to the Managers, as to bind such holder whether or not any other certificate-holder is bound, and the Managers may require the Committee to exclude from the benefits of said contract of sale any certificate-holder not so assenting within such limit of time (not less than thirty days from the date hereof), as the Managers may fix. This agreement shall be operative when the said exten- sion and sale shall have been approved, and only in the event that such approval be obtained and that the said extension of lease be entered into between the Receivers of the Northern Pacific Railroad Company and the Duluth & Manitoba Railroad Company within thirty days from the date hereof (or within such further period not exceeding 6 sixty days as may be granted by the Committee), and the consent of the Trustee of the said mortgages securing said bonds be obtained to such an extension of lease. The Managers assume no personal responsibility of any kind under this contract, but they agree that within thirty days after the organization of the New Northern Pacific Company, they will take all proper steps to obtain from that Company a contract between that Company and the Committee embodying the terms above set forth and under which contract said reorganized Northern Pacific Company shall definitely assume to pay the purchase price and to carry out the other conditions above stated and the said Committee agree to execute the same. At the time that this contract becomes operative, said Managers shall pay in cash ten per cent. of the purchase price, to be forfeited in case the balance of the purchase price is not paid on or before the times herein specified. All signed counterparts of this instrument shall be taken to- gether as forming this agreement. IN WITNESS WHEREOF, the said Committee by a majority thereof, and the said Managers, have hereunto set their hands and seals this 16th day of June, 1896. F'REDERIC CROMWELL. [hoses CORNELIUS B. GoLp. [L. s.] Evans R. Dick. [L. s.] CHARLES B. WRIGHT, JR. [L. 82] CHARLEMAGNE TOWER, JR. [L. s.] J. P. Morgan & Co., [L. s.] as Reorganization Managers. ; iat ie! it" ¥ A) a, 5 ti i »- 2 a ORY ger . Ve e hhee i ie} Fat = , or ' ar ans ee West ¥ ‘ 4 7 b h A Nog r en Pata’ ‘ ; t 2 X Y f j \ 4 ; : ; eee’ S \ -yY 4 4 i ’ ¥ : 4 bs we 4 ~ y A : . > 6 be ag : : wt f ! : ‘ ‘ Chg ‘ q * : ‘ 4 ¥ ' * J bd ’ 7 4 | I : bs Ws # 4 * “? Yi i : ; ? fai f ‘ee 4 ‘ | 7 ‘ } . Pel te: \ : : ‘ j 4 > of . ; § ‘ i . « { ; S ' J - ‘ i] >4 . ty r és ‘ % t ‘ i} 1 f ! ce | \ J ou wor ‘ : ‘ 5 Agveement made this eighth day of October, 1895, between John G. Moore, John I. Waterbury, T. Jefferson Coolidge, Jr., Henry W. Cannon, Edwin 8. Hooley and Jules 8. Bache, hereinafter called the Committee, and the bondholders and stockholders of the Oregon Improvement Company, be- coming parties hereto, hereinafter called the depositors. Whereas, default has been made in the paymont of inter- est on the bonds of the Oregon Improvement Company, known as its consolidated mortgage bonds ; and the depositors desire to unite to procure a reorganization, and to vest in the Com- mittee all needful powers for the protection of their several rights and interests in the meantime; and the Committee has consented to formulate a plan of reorganization, and to act thereunder to carry the same into execution ; ' Now, therefore, this Agreement witnesseth, that the depositors severally agree each with the others and each of them, and with the Committee and their successors as such Committee, as follows: First. The Committee is requested to proceed at once to obtain information concerning the property and business of the Oregon Improvement Company, and to formulate a plan and agreement for the reorganization thereof. Printed copies of such plan and agreement shall be lodged with the depositaries receiving securities hereunder, and notice thereof shall be be published not less than twice a week for three weeks in at least two newspapers published in each of the cities of New York and Boston. Holders of certificates of deposit: or deposited securities who shall not assent to such 2 plan and agreement, may without expense to them, at any time before a date to be specified in such notice—which date shall be at least thirty days after the first publication of such notice—withdraw the securities represented by their re- spective certificates of deposit, upon surrender of such cer- tificates. All holders of certificates of deposit for deposited securities not so withdrawing the same within such time shall be bound by such plan and agreement of reorganization, with like effect as if they had executed the same. Second. The depositors, until they shall have either as- sented to the Plan of Reorganization, or, being dissatisfled therewith, shall have withdrawn their securities as above pro- vided, respectively appoint the Committee their agents and at- torneys in fact with respect to the deposited bonds and stock, with full power to act for the depositors and their assigns in all matters concerning the same, including power to receive any money payable thereon, and power to request or instruct the Trustee under the mortgages, respectively securing said bonds, with respect to the action of such Trustee thereunder. Any moneys received on account of any deposited securities shall be paid over tothe holders of certificates of deposit is- sued therefor, upon presentation of such certificates of deposit to the respective depositaries, who shall stamp such payment on such certificates. Tuirp. Any member of the Committee may resign, and if a vacancy shall occur in the Committee for any cause, such vacancy shall be filled by a majority of the remaining mem- bers by appointment in writing, and the Committee may from time to time in like manner add to its members. All right, title and powers of the Committee hereunder shall from time to time vest in the Committee for the time being without further act or appointment. A quorum of the Committee, competent to act as the Committee, shall be a majority of the members 3 at the time, the action of such majority meeting together being deemed to be the action of the Committee. Any absent mem- ber of the Committee may, by written authority, appoint any other member of the Committee, or any other person approved by vote of the Committee, his substitute to act or vote as his proxy, and such substitute shall have all the powers of such member during his absence. The members of the Committee shall not be personally liable for the acts of each other, nor for the acts of their agents, but each shall be liable only for his own willful default. The Committee may employ counsel, at- torneys and agents, and fix their compensation. Fourtu. Holders of bonds or stock of the Oregon Im- provement Company may become parties hereto, within such time as the Committee may determine, by depositing their securities with either of the depositaries hereinafter mentioned, or with such other depositaries as from time to time may be appointed by the Committee ; and such depositaries shall re- spectively issue to the depositing security holders, certificates of deposit therefor, in such form as the Committee may ap- prove, specifying the securities deposited, and providing in what manner the interests represented thereby may be trans- ferred. The depositors severally assign to the Committee as joint tenants, not as tenants in common, the securities so de- posited, to hold the same as trustees for the purposes of this agreement. The depositaries shall respectively hold the de- posited securities subject to the order of the Committee. Firru. Securities may be deposited subject to this agree- ment with the following depositaries: The Manhattan Trust Company, No.1 Nassau street, New York; The Old Colony Trust Company, Ames Building, Boston; or with any other de- positary hereafter appointed by the Committee; and deposit of securities shall have the same effect as if the persons making such deposits had signed this agreement, they thereby becom- ing parties hereto. LIBRARY UNIVERSITY OF iffimate ns ee hee ; Rese M ae " Reta! ete. re a ee My Ly meat te eee ¥ ¥ ' i ’ , rh oh yy ve. ay y Q <4 aly ss .) fn 7 ca | i (ie Bea (\ ey My ee ia * ae ike 4) = Pi ; ‘ at nt tee " ma My ' 4 es ‘ “th i os ' ‘ 4 ae ; % 4 : : ; ‘ nt Of oe. © Me $e Bsa © ; ‘ roe ye : ae 3 - Le ht . In witness whereof, the Committee om ~ ment to be signed by a majority of its memb _ positors deposit their securities as above set [3743]