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 AMERICAN SUMATRA TOBACCO COMPANY 
 
 TO 
 
 THE CHASE NATIONAL BANK OF THE CITY OF 
 
 NEW YORK, 
 
 as Trustee 
 
 Jttbenlurr 
 
 Dated June 1, 1920 
 
 $ 6 , 564,000 
 
 FIVE-YEAR SEVEN AND ONE-HALF PER CENT. SINKING FUND 
 CONVERTIBLE GOLD NOTES. 
 
 The Evening Post .lob Printing Office. Tnc.. 156 Fulton St., N. Y. 
 
Digitized by the Internet Archive 
 in 2017 with funding from 
 
 University of Illinois Urbana-Champaign Alternates 
 
 https://archive.org/details/americansumatrat00amer_0 
 
QJljtfi 3lttllntttU*P, dated the first day of June, in the 
 year nineteen hundred and twenty, between American 
 Sumatra Tobacco Company, a corporation organised 
 and existing under the laws of the State of Georgia (here¬ 
 inafter called the 'Company), party of the first part, and 
 The Chase National Bank of the City of New York, 
 a corporation organized and existing under the laws of 
 the United States of America ( hereinafter called the Trus¬ 
 tee), party of the second part: 
 
 Whereas the Company, for its corporate purposes, by 
 appropriate resolutions of its Board of Directors duly 
 adopted has determined to issue its Notes, both coupon 
 and registered, substantially in the forms hereinafter 
 recited, limited to the principal amount of $0,564,000, at 
 any one time outstanding, to be known as its Five-Year 
 Seven and One-half Per Cent, Sinking Fund Convertible 
 Gold Notes, to be payable June 1, 1925, to bear interest 
 at the rate of seven and one-half per centum per annum, 
 payable semi-annually on the first day of June and the 
 first day of December in each year, to be payable 
 both as to principal and interest at the office of the 
 Trustee, in the Borough of Manhattan, in the City of 
 New York, in gold coin of the United States of America 
 of or equal to the standard of weight and fineness as it 
 existed on June 1, 1920, and both as to principal and 
 interest without deduction for any tax or taxes, assess¬ 
 ments or other governmental charges (other than inheri¬ 
 tance taxes and federal excess profits and income taxes 
 in excess of 2% per annum) which the Company 
 or the Trustee may be required or permitted to pay 
 (hereon or to retain therefrom, under any present or 
 future law of the United States of America, or of any 
 state, county, municipality or other lawful taxing 
 authority therein, to be redeemable, in whole or in part, 
 
in the manner and at the prices hereinafter provided, to 
 be convertible into the common stock of the Company 
 during the periods and upon the terms hereinafter set 
 forth and to be entitled to the benefit of the sinking fund 
 hereinafter mentioned; and 
 
 Whereas, in further pursuance of said resolutions of 
 its Board of Directors, for the purpose of securing the 
 payment of said Notes and the interest thereon, and the 
 observance and performance of the covenants and condi¬ 
 tions herein and in said Notes contained, the Company 
 has determined to execute, acknowledge and deliver to 
 the Trustee an indenture substantially in the form of 
 this Indenture; and 
 
 Whereas, the forms (so approved by its Board of 
 Directors) of the coupon Notes for f1,000 and of the 
 coupons to be attached thereto (form of coupon Notes 
 of other denominations and of appurtenant coupons to 
 be of like tenor, except as to amount) and of the regis¬ 
 tered Notes without coupons and of the Trustee's cer¬ 
 tificate to be endorsed on all said Notes, severally and 
 respectively, are to be substantially as follows, to-wit: 
 
 [FORM OF $1,000 COUPON NOTE.] 
 
 No. $1,000 
 
 UNITED STATES OF AMERICA 
 
 State of New York 
 
 AMERICAN SUMATRA TOBACCO COMPANY. 
 
 Five-Year Seven and One-Half Per Cent. Sinking Fund 
 • Convertible Gold Note. 
 
 American Sumatra Tobacco Company, a Georgia cor¬ 
 poration (hereinafter called the Company), for value 
 received, hereby promises to pay to the bearer (or, if 
 
3 
 
 this note be registered, to the registered holder hereof), 
 on the first day of June, 1925, at, the office of the Trustee 
 hereinafter mentioned, in the Borough of Manhattan, in 
 the City and State of New York, the sum of one thousand 
 dollars, in gold coin of the United States of America, of 
 or equal to the standard of weight and fineness as it 
 existed on June 1, 1920, and to pay interest thereon from 
 June 1, 1920, in like gold coin, at the rate of seven and 
 one-half per cent, per annum, at said office semi-annually 
 on the first day of June and the first day of December in 
 each year, but only upon presentation and surrender of 
 the coupons hereto annexed as they shall severally 
 mature. 
 
 Both the principal and interest of this note are pay¬ 
 able without deduction for any tax or taxes, assessments 
 or other governmental charges (other than inheritance 
 taxes and federal excess profits and income taxes in 
 excess of 2% per annum) which the Company or the 
 Trustee may be required or permitted to pay thereon or 
 to retain therefrom under any present or future law of 
 the United States of America, or of any state, county, 
 municipality or other lawful taxing authority therein. 
 
 This note is one of a duly authorized issue of coupon 
 notes and registered notes of the Company, limited to 
 the principal amount of |6,5G4.000 at any one time out¬ 
 standing, known as Five-Year Seven and One-half Per 
 Cent. Sinking Fund Convertible Gold Notes, issued and 
 to be issued under an Indenture, dated June 1, 1920, 
 executed by the Company to The Chase National Bank 
 of the City of New York, as Trustee, to which reference 
 is hereby made for a statement of the rights of the holders 
 or registered owners of the notes issued thereunder, to 
 all the provisions whereof the holder or registered owner 
 hereof, by acceptance of this note, assents. Except as 
 provided in said Indenture, all rights of action on this 
 note and the coupons hereto appertaining are vested 
 exclusively in the Trustee. 
 
 The notes of said issue-are subject to redemption, in 
 whole or in part, at the option of the Company, at any 
 time, on at least sixty days’ prior notice by publication, 
 as provided in said Indenture, at one hundred and five 
 
4 
 
 per cent. (105%) of the face value thereof, if redeemed 
 on or prior to June 1, 1921; at one hundred and four 
 per cent. (104%) of the face value thereof, if redeemed 
 thereafter and on or prior to June 1, 1922; at one hun¬ 
 dred and three per cent. (103%) of the face value thereof, 
 if redeemed thereafter and on or prior to June 1, 1923; 
 at one hundred and two per cent, (102%) of the face 
 value thereof, if redeemed thereafter and on or prior to 
 June 1, 1924; and at one hundred and one per cent. 
 (101%) of the face value thereof, if redeemed thereafter 
 and prior to June 1, 1925, in each case together with 
 accrued interest. The notes are subject to like redemp¬ 
 tion by operation of the sinking fund provided for in 
 said Indenture. 
 
 At the option of the holder or registered owner this 
 note may be converted at its face value at any time on or 
 after October 1, 1920, on the conditions and regulations 
 prescribed in said Indenture (except when the books for 
 the transfer of the common stock of the Company are 
 closed as permitted by said Indenture, and except that in 
 the case of notes called for redemption the right of con¬ 
 version shall expire ten days prior to the date fixed for 
 redemption) into shares of the common stock of the Com¬ 
 pany, as its common stock shall be constituted at the time 
 of such conversion, at the rate of nine and one-half shares 
 of such stock for a $1000 note at any time on or after 
 October 1, 1920, and up to and including December 31, 
 1921, and thereafter at the rate of nine shares of such 
 stock for a $1000 note, unless common stock of the Com¬ 
 pany in addition to the amount thereof outstanding on 
 June 1, 1920, be issued or sold (other than common stock 
 issued on conversion and stock dividends in amounts per¬ 
 mitted by said Indenture) in which case the conversion 
 price shall be determined as in said Indenture provided, 
 and with an adjustment of accrued interest and divi¬ 
 dends, as well as any balance of principal as between this 
 note and the stock into which the same shall be con¬ 
 verted which may be paid to the holder or registered 
 owner on conversion, all in accordance with the provi¬ 
 sions of said Indenture. The Company shall not be re¬ 
 quired to issue a fraction of a share on any such con¬ 
 version. 
 
5 
 
 In case an event of default as defined in said Inden¬ 
 ture shall happen, the principal of the notes may become 
 or be declared due and payable in the manner and with 
 the effect provided in said Indenture. 
 
 This note shall pass by delivery unless registered in 
 the name of the owner at the office of the Trustee in said 
 Borough of Manhattan, City of New York, such registra¬ 
 tion being noted hereon. After such registration, no 
 transfer shall be valid unless made at said office by the 
 registered owner in person or by attorney duly author¬ 
 ized and similarly noted hereon; but this note may be 
 discharged from registration by being in like manner 
 transferred to bearer, and thereupon transferability by 
 delivery shall be restored; and this note may again, from 
 time to time, be registered or transfenred to bearer as 
 before. Such registration, however, shall not affect the 
 negotiability of the coupons, which shall continue to be 
 payable to bearer and transferable by delivery merely. 
 
 The holder of a coupon note or notes of the denomina¬ 
 tion of f1,000, at his option, may surrender the same for 
 cancellation, with all unmatured coupons thereto apper¬ 
 taining, in exchange for a registered note or notes with¬ 
 out coupons, as provided in said Indenture, and on 
 payment, if the Company shall require it, of the charges 
 therein provided for. In like manner and upon like 
 terms, any registered note may in turn be exchanged for 
 a coupon note or coupon notes of the like aggregate prin¬ 
 cipal amount as provided in said Indenture. 
 
 A Noteholders Committee is appointed in and by said 
 Indenture with such rights and powers to waive defaults 
 and covenants of the Company and to otherwise act, as 
 are therein specified. 
 
 No recourse shall be had for the payment of the prin¬ 
 cipal of or interest upon this note or any part thereof, 
 or for any claim based hereon or otherwise in respect 
 hereof or of the indebtedness represented hereby or by 
 the coupons appertaining hereto or of said Indenture, 
 against any incorporator, stockholder, officer or director, 
 as such or otherwise, past, present or future, of the Com¬ 
 pany or of any successor corporation, either directly or 
 through the Company or any successor corporation, 
 whether by virtue of any constitutional provision, statute, 
 
6 
 
 or rule of law or by the enforcement of any assessment or 
 otherwise, all such liability being by the acceptance hereof 
 and as part of the consideration hereof expressly re¬ 
 leased, as provided in said Indenture. 
 
 This note shall not be valid or become obligatory for 
 any purpose until it shall have been authenticated by the 
 Certificate of the Trustee under said Indenture hereon 
 endorsed. 
 
 In witness whereof, American Sumatra Tobacco 
 Company has caused this note to be signed in its name by 
 its President or one of its Vice-Presidents and its cor¬ 
 porate seal to be hereunto affixed and to be attested by its 
 Secretary or one of its Assistant Secretaries, and coupons 
 for said interest to be attached hereto, bearing the fac¬ 
 simile signature of its Treasurer, all as of the first day 
 of June, 1920. 
 
 American Sumatra Tobacco Company, 
 
 by 
 
 Attest: 
 
 Vice-President. 
 
 Assistant Secretary. 
 
 [form of interest coupon.] 
 
 No. $37.50 
 
 On the first day of , 19 , unless the note 
 
 hereinafter mentioned shall be called for previous re¬ 
 demption, American Sumatra Tobacco Company, at the 
 office of The Chase National Bank of the City of New 
 York in the Borough of Manhattan, in the City of New 
 York, will pay to bearer thirty-seven and 50/100 dollars 
 in United States gold coin, without deduction for taxes 
 (other than inheritance taxes and federal excess profits 
 and income taxes in excess of 2% per annum), being- 
 six months' interest then due on its Five-Year Seven and 
 One Half Per Cent. Sinking Fund Convertible Gold Note 
 No. 
 
 Treasurer. 
 
7 
 
 [form of registered note without coufons.] 
 
 No. $ 
 
 UNITED STATES OF AMERICA. 
 
 State of New York 
 
 AMERICAN SUMATRA TOBACCO COMPANY 
 
 Registered Five-Year Seven and One-Half Per Cent. 
 
 Sinking Fund Convertible Gold Note. 
 
 American Sumatra Tobacco Company, a Georgia 
 corporation ('hereinafter called the Company), for value 
 received, hereby promises to pay to 
 
 or registered assigns, on the first day of June, 1925, at 
 the office of the Trustee hereinafter mentioned, in the 
 Borough of Manhattan, in the City and State of New 
 York, the sum of thousand dollars, in gold coin 
 
 of the United States of America, of or equal to the stand¬ 
 ard of weight and fineness as it existed on June 1, 1920, 
 and to pay interest thereon from the first day of June 
 or the first day of December as the case may be next 
 preceding the date hereof (unless this note be dated 
 June 1 or December 1 in which case from the date hereof), 
 in like gold coin, at the rate of seven and one-half per 
 cent, per annum, at said office, semi-annually on the first 
 day of June and the first day of December in each year. 
 
 Both the principal and interest of this note are pay¬ 
 able without deduction for any tax or taxes, assessments 
 or other governmental charges (other than inheritance 
 taxes and federal excess profits and income taxes in 
 excess of 2% per annum) which the Company or the 
 Trustee may be required or permitted to pay thereon or 
 to retain therefrom under any present or future law of 
 the United States of America, or of any state, county, 
 municipality or other lawful taxing authority therein. 
 
 This note is one of a duly authorized issue of coupon 
 notes and registered notes of the Company, limited to the 
 principal amount of $6,564,000 at any one time outstand¬ 
 ing, known as Five-Year Seven and One-Half Per Cent. 
 Sinking Fund Convertible Gold Notes, issued and to be 
 
8 
 
 issued under an Indenture, dated June 1, 1920, executed 
 by the Company to The Chase National Bank of the City 
 of New York, as Trustee, to which reference is hereby 
 made for a statement of the rights of the holders or 
 registered owners of the notes issued thereunder, to all 
 the provisions whereof the holder or registered owner 
 hereof, by acceptance of this note, assents. Except as 
 provided in said Indenture, all rights of action on this 
 note are vested exclusively in the Trustee. 
 
 The notes of said issue are subject to redemption, in 
 whole or in part, at the option of the Company, at any 
 time, on at least sixty days’ prior notice by publication, 
 as provided in said Indenture at one hundred and live 
 per cent, (105%) of the face value thereof, if redeemed on 
 or prior to June 1, 1921; at one hundred and four per 
 cent, (104%) of the face value thereof, if redeemed there¬ 
 after and on or prior to June 1, 1922; at one hundred 
 and three per cent. (103%) of the face value thereof, 
 if redeemed thereafter and on or prior to June 1, 1923; 
 at one hundred and two per cent. (102%) of the face 
 value thereof, if redeemed thereafter and on or prior to 
 June 1, 1924; and at one hundred and one per cent, 
 (101%) of the face value thereof, if redeemed thereafter 
 and prior to June 1, 1925, in each case together with 
 accrued interest. The notes are subject to like redemp¬ 
 tion by operation of the sinking fund provided for in 
 said Indenture. 
 
 At the option of the registered owner this note may be 
 converted at its face value at any time on or after October 
 1, 1920, on the conditions and regulations prescribed in 
 said Indenture (except when the books for the transfer 
 of the common stock of the Company are closed as per¬ 
 mitted by said Indenture, and except that in the case of 
 notes called for redemption the right of conversion shall 
 expire ten days prior to the date fixed for redemption) 
 into shares of the common stock of the Company, as its 
 common stock shall be constituted at the time of such 
 conversion, at the rate of nine and one-half shares of 
 such stock for a $1,000 note at any time on or after 
 October 1, 1920, and up to and including December 31, 
 1921, and thereafter at the rate of nine shares of such 
 Stock for a $1,000 note, unless common stock of the 
 
Company in addition to the amount thereof outstanding 
 on June 1, 1920 be issued or sold (other than common 
 stock issued on conversion and stock dividends in 
 amounts permitted by said Indenture) in which case the 
 conversion price shall be determined as in said Indenture 
 provided, and with an adjustment of accrued interest and 
 dividends, as well as any balance of principal as between 
 this note and the stock into which the same shall be con¬ 
 verted which may be paid to the registered owner on 
 conversion, all in accordance with the provisions of said 
 Indenture. The Company shall not be required to issue 
 a fraction of a share on any such conversion. 
 
 In case an event of default as defined in said Inden¬ 
 ture shall happen, the principal of the notes may become 
 or be declared due and payable in the manner and with 
 the effect provided in said Indenture. 
 
 This note is transferable by the registered owner 
 hereof in person or by his duly authorized attorney upon 
 the books of the Trustee at its office in said Borough of 
 Manhattan, City of New York, upon surrender and can¬ 
 cellation of this note; and thereupon a new registered 
 note or notes, without coupons, of an equal aggregate 
 principal amount, will be issued to the transferee, as 
 provided in said Indenture. The registered owner of this 
 note has the right to surrender the same for cancella¬ 
 tion and to receive in exchange therefor a coupon note 
 or notes of an equal aggregate principal amount as pro¬ 
 vided in said Indenture, and on payment, if the Company 
 shall require it, of the charges therein provided for. 
 
 In like manner and upon like terms, any coupon note 
 or notes of the denomination of $1,000, bearing all mi¬ 
 niatured coupons, may in turn be exchanged for a reg¬ 
 istered note or registered notes without coupons of the 
 like aggregate principal amount, as provided in said 
 Indenture. 
 
 A Noteholders Committee is appointed in and by 
 said Indenture with such rights and powers to waive de¬ 
 faults and covenants of the Company and to otherwise 
 act, as are therein specified. 
 
 No recourse shall be had for the payment of the prin¬ 
 cipal of or interest upon this note or any part thereof, or 
 for any claim based hereon or otherwise in respect hereof 
 
10 
 
 or of the indebtedness represented hereby or of said In¬ 
 denture, against any incorporator, stockholder, officer or 
 director, as such or otherwise, past, present or future, of 
 the Company or of any successor corporation, either 
 directly or through the Company or any successor corpor¬ 
 ation, whether by virtue of any constitutional provision, 
 statute, or rule of law or by the enforcement of any 
 assessment or otherwise, all such liability being by the 
 acceptance hereof and as part of the consideration hereof 
 expressly released, as provided in said Indenture. 
 
 This note shall not be valid or become obligatory for 
 any purpose until it shall have been authenticated by the 
 Certificate of the Trustee under said Indenture hereon 
 endorsed. 
 
 In witness whereof, American Sumatra Tobacco 
 Company has caused this note to be signed in its name 
 by its President or one of its Vice-Presidents and its 
 corporate seal to be hereunto affixed and to be attested by 
 its Secretary or one of its Assistant Secretaries, as of the 
 day of , 19 
 
 American Sumatra Tobacco Company, 
 by 
 
 Attest: 
 
 Vice-President. 
 
 Assistant Secretary. 
 
 [form of trustee’s certificate.] 
 
 This note is one of the notes described in the within- 
 mentioned Indenture. 
 
 The Chase National Bank of the City of New York, 
 
 Trustee. 
 
 by 
 
 Asst. Cashier. 
 
 And whereas the Company has determined as afore¬ 
 said to execute an indenture in the form of this Inden¬ 
 ture, and all requirements of law relating to the autliori- 
 
11 
 
 zation of the issue and sale of Notes convertible into 
 common stock, as in this Indenture provided, have been 
 complied with, and all things necessary to make the 
 Notes, when authenticated by the Trustee and issued 
 under this Indenture, the valid, binding and legal obli¬ 
 gations of the Company, and to make this Indenture a 
 valid, binding and legal agreement, have been done and 
 performed: 
 
 Now, THEREFORE, THIS INDENTURE WITNESSETH, 
 that, in order to secure to all present and future 
 owners and holders of the Notes, and the coupons, is¬ 
 sued and to be issued and outstanding under this In¬ 
 denture, equal and proportionate rights and benefits, 
 and to secure the performance of all the covenants 
 and conditions herein contained, for and in consideration 
 of the premises and of the acceptance or purchase of the 
 Notes by the holders and registered owners thereof, and 
 of the sum of one hundred dollars, lawful money of the 
 United States of America, to it paid by the Trustee at 
 or before the ensealing and delivery of these presents, 
 the receipt whereof is hereby acknowledged, the Company 
 covenants and agrees with the Trustee, for the equal 
 benefit of all present and future holders and registered 
 owners of the Notes and of the coupons appertaining to 
 the coupon Notes, without preference, priority or dis¬ 
 tinction of any of the Notes over any of the others by 
 reason of priority in time of issue or negotiation thereof, 
 or otherwise, as follows: 
 
 ARTICLE ONE. 
 
 Form, Execution, Delivery, Registration and 
 Exchange of Notes. 
 
 Section 1. The Notes and the interest coupons apper¬ 
 taining to the coupon Notes shall be substantially of the 
 
12 
 
 tenor and purport above recited. The Notes shall bear 
 interest at the rate of seven and one-half per cent, per 
 annum, and such interest sliall be payable semi-annually 
 on the first day of June and the first day of December in 
 each year. The coupon Notes shall be in the denomina¬ 
 tions of $1,000, $500 and $100 each. The coupon Notes of 
 the denomination of $1,000 shall be numbered consecu¬ 
 tively from M 1 upwards. In the event of the issue of any 
 coupon Notes of the denomination of five hundred dollars 
 ($500) each, the same serial number, preceded by the 
 letter D, shall be borne by two of such coupon Notes, the 
 serial number to be immediately followed in the case of 
 one of such Notes by the letter A, and in the case of the 
 other of such Notes by the letter B. Every coupon Note 
 for five hundred dollars ($500) shall bear thereon an 
 endorsement substantially to the following effect: 
 
 “For this Note and another coupon Note of 
 the same denomination and serial number, bearing 
 affixed letters A and 1>, respectively, a coupon 
 Note for one thousand dollars ($1,000) is held in 
 reserve and is not contemporaneously outstanding, 
 and on the surrender and cancellation of two five 
 hundred dollar ($500) Notes, a coupon Note for 
 one thousand dollars ($1,000) will be issued in 
 exchange therefor bearing the lowest serial num¬ 
 ber reserved for such purpose.” 
 
 In the event of the issue of any Notes in the denomi¬ 
 nation of one hundred dollars ($100) each, the same 
 serial number, preceded by the letter C, shall be borne 
 by ten such Notes bearing affixed letters A to J, respect¬ 
 ively. Every Note for one hundred dollars ($100) shall 
 bear thereon an endorsement substantially to the follow¬ 
 ing effect: 
 
13 
 
 “For this Note and nine other coupon Notes 
 of the same denomination and serial number, bear¬ 
 ing affixed letters A to J, respectively, a coupon 
 Note for one thousand dollars ($1,000) is held in 
 reserve and is not contemporaneously outstanding, 
 and on the surrender and cancellation of ten one 
 hundred dollar ($100) Notes, a coupon Note for 
 one thousand dollars ($1,000) will be issued in ex¬ 
 change therefor bearing the lowest serial number 
 reserved for such purpose.” 
 
 Whenever any Notes shall be issued originally for 
 five hundred dollars ($500), there shall be reserved 
 unissued, an aggregate face amount of coupon Notes of 
 the denomination of one thousand dollars ($1,000) equal 
 to the aggregate face amount of the Notes for five hun¬ 
 dred dollars ($500) so issued. Whenever any Notes 
 shall be issued originally for one hundred dollars ($100), 
 there shall be reserved unissued, an aggregate face 
 amount of coupon Notes, of the denomination of one 
 thousand dollars ($1,000), equal to the aggregate face 
 amount of the Notes for one hundred dollars ($100) so 
 issued. Whenever two Notes of the denomination of 
 five hundred dollars ($500) or ten Notes of the denomi¬ 
 nation *of one hundred dollars ($100), having all un¬ 
 matured coupons attached thereto, shall be surrendered 
 for exchange for a one thousand dollar ($1,000) coupon 
 Note at the office of the Trustee, in the City of New 
 York, the Company shall issue, and the Trustee shall 
 authenticate and deliver a coupon Note of the denomina¬ 
 tion of one thousand dollars ($1,000) with all unmatured 
 coupons thereto attached, and bearing the lowest serial 
 number reserved for such purpose. 
 
 Whenever any coupon Note of the denomination of 
 one thousand dollars ($1,000), with all unmatured cou- 
 
14 
 
 pons thereto attached, shall be surrendered for exchange 
 for Notes of the denomination of five hundred dollars 
 ($500) or one hundred dollars ($100), at said office of 
 the Trustee, the Company shall issue, and the Trustee 
 shall authenticate and deliver, in exchange for such Note 
 for one thousand dollars ($1,000), two Notes for five 
 hundred dollars ($500) each, or ten Notes for one hun¬ 
 dred dollars ($100) each, with all unmatured coupons 
 thereto attached. Said Notes for five hundred dollars 
 ($500) each, or one hundred dollars ($100) each, issued 
 upon such exchange, may bear such numbers and letters, 
 and legends, and the said exchange may be effected in 
 such manner as may be directed by the Board of Directors 
 of the Company with the approval of the Noteholders 
 Committee hereinafter mentioned, and as may be neces¬ 
 sary to comply with the rules of any Stock Exchange, or 
 to conform to usage with respect thereto. 
 
 The Chase National Bank of the City of New York 
 is hereby appointed agent of the Company for the pur¬ 
 pose of effecting all exchanges of Notes mentioned in 
 this Indenture. 
 
 In every case of exchange of Notes, the Trustee shall 
 forthwith cancel the surrendered Note or Notes and 
 coupons, and shall deliver the same to the Company upon 
 its written demand. For any exchange of Notes, the 
 Company may make a charge sufficient to reimburse it 
 for any stamp tax or governmental charge required to be 
 paid, and in addition may charge a sum not exceeding 
 one dollar ($1) for each Note issued upon such exchange. 
 
 Section 2. The aggregate principal amount of all the 
 Notes which may be issued and outstanding under this 
 Indenture at any one time shall not in any event exceed 
 the sum of $6,564,000. The Notes shall be executed in the 
 name and on behalf of the Company by its President or 
 
15 
 
 one of its Vice-Presidents and its corporate seal shall be 
 thereunto affixed and shall be attested by its Secretary 
 or one of its Assistant Secretaries. The Notes shall then 
 be delivered to the Trustee for authentication by it, and 
 thereupon, as provided in Article Two hereof and not 
 otherwise, the Trustee shall authenticate and deliver the 
 same. At the option of the Company from time to time, 
 any of the Notes may be executed, authenticated and 
 delivered originally either as coupon Notes or as regis¬ 
 tered Notes. 
 
 In case the officers who shall have signed any of 
 the Notes shall cease to be such officers of the Com¬ 
 pany before the Notes so signed shall have been actually 
 authenticated and delivered by the Trustee, such Notes 
 may, nevertheless, be adopted by the Company and be 
 issued, authenticated and delivered, as though the per¬ 
 sons who signed such Notes had not ceased to be such 
 officers of the Company; and also any Notes may be 
 signed on behalf of the Company by such persons as at 
 the actual time of the execution of such Notes shall be 
 the proper officers of the Company, although at the date 
 of such Notes such persons may not have been such 
 officers of the Company. The coupons to be attached to 
 the coupon Notes shall be authenticated by the facsimile 
 signature of the present treasurer or of any future treas¬ 
 urer of the Company, and the Company may adopt and 
 use for that purpose the facsimile signature of any person 
 who shall have been such treasurer, notwithstanding the 
 fact that he may have ceased to be such treasurer at the 
 time when the Notes shall be actually authenticated and 
 delivered. Only such of the Notes as shall bear thereon 
 endorsed an authentication substantially in the form 
 hereinbefore recited, executed by the Trustee, shall be 
 issued under this Indenture or entitled to any right or 
 benefit hereunder, and such authentication by the Trustee 
 
16 
 
 on any such Note as aforesaid shall be conclusive evidence 
 that the Note so authenticated has been duly authenti¬ 
 cated and delivered hereunder and that the holder is 
 entitled to the benefit of the trusts hereby created. Before 
 authenticating or delivering any coupon Note, all coupons 
 thereto appertaining then matured shall be cut off and 
 cancelled by the Trustee and on its written demand de¬ 
 livered to> the Company, and the Trustee shall not authen¬ 
 ticate or deliver any registered Note bearing interest from 
 a date more than six months prior to such authentication. 
 The Company and the Trustee may deem and treat the 
 bearer of any coupon Note which shall not be registered 
 as to principal, and the bearer of any coupon for interest 
 on any coupon Note, whether such Note shall have been 
 so registered or not, as the absolute owner of such Note 
 or coupon for the purpose of receiving payment thereof 
 and for all other purposes whatsoever, and the Company 
 and the Trustee shall not be affected by any notice to the 
 contrary. The Company and the Trustee may deem and 
 treat the registered owner of any coupon Note which 
 has been registered as to principal as the absolute owner 
 of such Note for all purposes except the payment of cou¬ 
 pons, and may treat the person in whose name any regis¬ 
 tered Note without coupons is registered as the absolute 
 owner thereof for all purposes, and the Company and the 
 Trustee shall not be affected by any notice to the contrary. 
 
 Section 3. The registered Notes without coupons may 
 be of the denominations of $1,000 or any multiples 
 thereof. The registered Notes shall respectively be 
 dated the day of issue and shall bear interest from the 
 first day of June or the first day of December, as the case 
 may be, next preceding the date of the Notes, unless 
 dated June 1st or December 1st, and in that event from 
 the date thereof. Whenever any Notes shall be originally 
 
17 
 
 issued as registered Notes without coupons there shall 
 be reserved by the Company unissued an aggregate prin¬ 
 cipal amount of coupon Notes of the denominations of 
 $1,000 each, equal to the principal amount of the regis¬ 
 tered Notes without coupons so issued, and the serial 
 number or numbers of the coupon Note or coupon Notes 
 so reserved unissued shall by the Company be endorsed 
 on such registered Notes issued in lieu thereof. Every 
 registered Note without coupons shall bear thereon an 
 endorsement in substantially the following form, viz.: 
 
 “The within Note is issued in lieu of or in ex¬ 
 change for coupon Note(s) No(s) M—for $1,000 
 each not contemporaneously outstanding; and 
 coupon Note(s) of said denomination and bearing 
 said serial number (s) will be issued in exchange 
 for this Note upon its surrender and cancellation.” 
 
 Whenever any registered Note or Notes shall be sur¬ 
 rendered for transfer, the Company shall execute and 
 the Trustee shall authenticate and deliver upon surrender 
 and cancellation of the Note or Notes transferred, one 
 or more registered Notes without coupons for a like 
 principal amount, bearing interest from the last pre¬ 
 ceding interest day, and which shall have endorsed 
 thereon the^ same serial number or numbers of coupon 
 Notes which were endorsed upon the registered Note 
 or Notes so surrendered and cancelled. For any trans¬ 
 fer of registered Notes, the Company at its option may 
 require the payment of a sum sufficient to reimburse it 
 for any stamp tax or other governmental charge con¬ 
 nected therewith, and also of the further sum of not 
 exceeding one dollar for each new Note issued upon such 
 transfer. 
 
 Section 4. Until the definitive Notes shall be pre¬ 
 pared, the Company may execute and, upon the request 
 
18 
 
 of the Company, the Trustee shall authenticate and de¬ 
 liver, in lieu of definitive Notes and subject to the same 
 provisions, limitations and conditions, one or more tem¬ 
 porary printed, lithographed or typewritten Notes of the 
 denomination of flOO or of any multiple thereof, sub¬ 
 stantially of the tenor hereinbefore recited, but without 
 coupons, and with appropriate omissions, insertions and 
 variations, as may be required. Each of said Temporary 
 Notes shall bear upon its face the words “Temporary Five 
 Year Seven and One-lialf Per Cent Sinking Fund Con¬ 
 vertible Gold Note, exchangeable for Definitive Note(s)”. 
 The authentication by the Trustee on any said temporary 
 Note shall be conclusive evidence and the only evidence 
 that the temporary Note so authenticated has been duly 
 issued hereunder, and that the holder is entitled to the 
 benefit of the trust hereby created. Upon surrender of 
 said temporary Notes for exchange, the Company, at its 
 own expense, shall prepare and execute, and, upon can¬ 
 cellation of said surrendered temporary Notes, the 
 Trustee shall authenticate and shall deliver in exchange 
 therefor, definitive Notes for the same aggregate prin¬ 
 cipal amount as the temporary Notes surrendered and 
 otherwise in accordance with said temporary Notes. 
 Until so exchanged, the temporary Notes shall in all 
 respects be entitled to the same benefits of this Indenture 
 as the definitive Notes to be issued and authenticated 
 hereunder, and interest, when and as payable, shall be 
 paid and notation of such payment endorsed thereon upon 
 presentation thereof for that purpose. 
 
 Section 5. In case any coupon Note, with the cou¬ 
 pons thereto appertaining, or any registered Note with¬ 
 out coupons, or any temporary Note without coupons, 
 shall become mutilated or be destroyed or lost, the Com¬ 
 pany, in its discretion, may execute, and thereupon the 
 
19 
 
 Trustee shall authenticate and deliver, a new Note of 
 like tenor, date and amount and bearing the same serial 
 number, in exchange and substitution for, and upon can¬ 
 cellation of, the mutilated coupon Note and its coupons, 
 or the mutilated registered or temporary Note without 
 coupons, or in lieu of and substitution for the coupon 
 Note and its coupons, or the registered or temporary 
 Note without coupons, so destroyed or lost. The appli¬ 
 cant for such substituted Note shall furnish to the Com¬ 
 pany and to the Trustee evidence of the destruction or 
 loss of such coupon Note and its coupons, or of such 
 registered or temporary Note without coupons, so de¬ 
 stroyed or lost, which evidence shall be satisfactory to 
 the Company and to the Trustee, in their discretion. 
 Said applicant shall also furnish indemnity satisfactory 
 to the Company and to the Trustee, in their discretion, 
 and shall comply with such other reasonable regulations 
 as they or either of them may prescribe. The Trustee 
 shall incur no liability to anyone by reason of anything 
 done or omitted by it in good faith under the provisions 
 of this section. 
 
 Section 6. The Company will keep, at the office of 
 the Trustee in the Borough of Manhattan, the City of 
 New York, a sufficient register or registers for the regis¬ 
 tration and transfer of the Notes; and, upon presentation 
 for such purposes, the Company will, under such reason¬ 
 able regulations as it may prescribe, register therein any 
 of the Notes. The holder of any coupon Note may have 
 the ownership thereof registered at said office, and such 
 registration noted on the Note. After such registration 
 no transfer shall be valid unless made at said office by the 
 registered holder in person or by his attorney thereunto 
 duly authorized and similarly noted on the Note. Upon 
 presentation to the Registrar, at said office, of any coupon 
 
20 
 
 Note registered as to principal, accompanied by delivery 
 of a written instrument of transfer in form approved by 
 the Company, executed by the registered holder in person 
 or by his attorney thereunto duly authorized, such Note 
 shall be transferred upon such register and such transfer 
 shall be noted by the Registrar upon the Note. The regis¬ 
 tered bolder of any coupon Note registered as to principal 
 shall also have the right to' cause the same to be registered 
 as payable to bearer, in which case transferability by 
 delivery shall be restored, and thereafter the principal 
 of such Note, when due, shall be payable to the person 
 presenting the same. Any coupon Note registered as 
 payable to bearer may be registered again in the name 
 of the holder with the same effect as a first registration 
 thereof. Successive registrations and transfers, as afore¬ 
 said, may be made from time to time as desired, and each 
 registration of a Note shall be noted by the Registrar 
 thereon. The registration of any coupon Note, however, 
 shall not affect the negotiability by delivery merely of 
 coupons appertaining to such Note, but every such coupon 
 shall continue to pass by delivery and shall remain pay¬ 
 able to bearer, and payment thereof to bearer shall fully 
 discharge the Company in respect of the interest therein 
 mentioned whether or not such Note be registered. For 
 any such transfer or registration of a coupon Note, the 
 Company may require the payment of a sum sufficient to 
 reimburse it for any stam}) tax or other governmental 
 charge. The Trustee is hereby appointed the Note Regis¬ 
 trar of the Company for the purposes in this Indenture 
 set forth. 
 
 Section 7. The holder of any coupon Note or Notes 
 of the denomination of f1,000 may at his option surrender 
 the same with all unmatured coupons thereunto apper¬ 
 taining for cancellation and receive in exchange therefor 
 
21 
 
 as hereinafter provided an equal principal amount of 
 registered Notes without coupons. The registered holder 
 of any registered Note without coupons may at his option 
 surrender the same for cancellation and receive in ex¬ 
 change therefor as hereinafter provided an equal prin¬ 
 cipal amount of coupon Notes. Every registered Note 
 without coupons shall as hereinbefore provided be trans¬ 
 ferable by the registered holder thereof in person or by 
 his duly authorized attorney on the books of the Registrar 
 kept at its said office and upon the surrender and cancella¬ 
 tion thereof one or more new registered Notes without 
 coupons shall be issued to the transferee in exchange 
 therefor. 
 
 Section 8. Whenever any coupon Note or coupon 
 Notes of the denomination of $1,000, together with all 
 unmatured coupons thereunto appertaining shall be sur¬ 
 rendered for exchange for a registered Note or Notes 
 without coupons, accompanied, if registered, by an instru¬ 
 ment of assignment in blank in form satisfactory to the 
 Trustee, the Company shall execute and thereupon the 
 Trustee shall authenticate and deliver in exchange for 
 such coupon Note or coupon Notes a registered Note 
 or Notes of an equal principal amount bearing interest 
 from the due date of the last matured coupon of such 
 coupon Note or coupon Notes, which registered Note 
 or registered Notes without coupons shall have endorsed 
 thereon the serial number or numbers borne by the 
 coupon Note or coupon Notes so surrendered for ex¬ 
 change. Whenever any registered Note without coupons 
 shall be surrendered for exchange for one or more coupon 
 Notes of the denomination of $1,000, accompanied by 
 an instrument of assignment in blank in form satisfactory 
 to the Trustee, the Company shall execute and the 
 Trustee shall certify and deliver in exchange for such 
 
22 
 
 registered Note without coupons an equal principal 
 amount of coupon Note or Notes bearing the serial num¬ 
 ber or numbers endorsed upon the registered Note with¬ 
 out coupons so surrendered and with coupons for interest 
 thereto attached, maturing on and after the next ensuing 
 interest payment date. 
 
 For any exchange of coupon Notes for registered 
 Notes without coupons or of registered Notes without 
 coupons for coupon Notes, the Company at its option 
 may require the payment of a sum sufficient to reimburse 
 it for any stamp tax or other governmental charge con¬ 
 nected therewith or resulting therefrom, and also of a 
 further sum of not exceeding One dollar ($1) for each 
 new Note issued upon such transfer or exchange. 
 
 Section 9. The Company, with the consent of the 
 Noteholders Committee hereinafter mentioned, may 
 modify any of the provisions contained in this Article 
 with respect to the registration and exchange of Notes, 
 the numbering, notations, legends or endorsements 
 thereon and the details with respect thereto in order to 
 comply with any rules and regulations of any Stock Ex¬ 
 change on which the Notes are to be or have been listed 
 or for any other reason deemed suitable by the Com¬ 
 mittee. 
 
 ARTICLE TWO. 
 
 Issue op Notes. 
 
 Section 1. The Trustee, upon the execution and 
 delivery of this Indenture and without any further action 
 on the part of the Company, shall at any time or from 
 time to time authenticate .$6,564,000 aggregate principal 
 amount of Notes and deliver them at any time or from 
 time to time on the written order of the Company, signed 
 
23 
 
 by its President or one of its Vice-Presidents, or its 
 Treasurer or one of its Assistant Treasurers, and by its 
 Secretary or one of its Assistant Secretaries. Such 
 order or orders shall be full authority and protection to 
 the Trustee for its authentication or delivery of such 
 Notes under the foregoing provisions of this Article. 
 
 ARTICLE THREE. 
 
 Particular Covenants of the Company. 
 
 The Company covenants with the Trustee as herein¬ 
 after in this Article set forth: 
 
 Section 1. The Company will duly and punctually pay 
 the principal of each and every of the Notes, and the 
 interest accruing thereon, at the times and place and in 
 the manner mentioned in the Notes and in the coupons 
 appertaining to the coupon Notes, according to the true 
 intent and meaning thereof, without deduction from either 
 principal or interest for any tax or taxes, assessments or 
 other governmental charges (other than inheritance 
 taxes and federal excess profits and income taxes in 
 excess of 2% per annum) which the Company or the 
 Trustee may be required or permitted to pay thereon or 
 to retain therefrom under any present or future law of 
 the United States of America, or of any state, county, 
 municipality or other lawful taxing authority therein,, 
 and the payment of any such tax or taxes, assessments 
 and other governmental charges the Company hereby as¬ 
 sumes. The interest shall be payable on the coupon Notes 
 only upon presentation and surrender of the respective 
 coupons annexed to the Notes as such coupons respect¬ 
 ively shall mature. When and as paid, all coupons shall • 
 forthwith be cancelled. The interest on the registered 
 Notes without coupons shall be payable only to or upon 
 the order of the registered holders thereof. 
 
24 
 
 Section 2. At all times, until all of the Notes 
 shall have been paid, provided for or converted into 
 common stock of the Company pursuant to the pro¬ 
 visions of Article Six hereof, the Company either xvill 
 keep an office or an agency in the Borough of Manhattan, 
 in the City of New York, where notices and demands in 
 respect to the Notes and coupons may be served, and by 
 written notice will designate such office or agency to the 
 Trustee, or will designate by written notice to the Trustee 
 a bank or trust company in said Borough for such purpose. 
 In default of any such office or agency, or of such designa¬ 
 tion, demands may be made and notices may be served in 
 said Borough at the office of the Trustee. 
 
 Section 3. The Company shall and will (except as 
 otherwise permitted by this Indenture) diligently preserve 
 all the rights and franchises to it granted and upon it 
 conferred, in so far as they shall continue to be advan¬ 
 tageous to the Company, and shall and will at all times 
 maintain, preserve and keep its plants, including fixtures 
 and appurtenances, and every part thereof, in good repair, 
 working order and condition, and will from time to time 
 make all needful and. proper repairs, renewals and 
 replacements. The Company will promptly pay and 
 discharge all taxes, assessments and governmental charges 
 lawfully levied or imposed upon it, as Avell as all lawful 
 claims for labor, materials and supplies, which, if unpaid, 
 might by law become a lien or charge upon its property. 
 Provided, however, that the Company shall have the 
 right in good faith to contest any such tax, assessment, 
 charge or claim, and .pending such contest, to delay or 
 refuse payment thereof. 
 
 Section 4. The Company will exercise all lawful 
 powers which as stockholder or otherwise it may possess, 
 
25 
 
 to the end that each subsidiary and controlled company of 
 the Company, as the terms are hereinafter defined, shall 
 (a) preserve its corporate organization (except as other¬ 
 wise permitted by this Indenture) and do no act by which 
 it might incur a forfeiture of its corporate existence; (b) 
 promptly pay and discharge all taxes, assessments and 
 governmental charges lawfully levied or imposed upon it, 
 as well as all lawful claims for labor, materials and sup¬ 
 plies, which, if unpaid, might by law become a lien or 
 charge upon its property; provided, however, that it shall 
 have the right, in good faith to contest any such tax, 
 assessment, charge or claim and, pending such contest, to 
 delay or refuse payment thereof; (c) keep its property 
 and plants, if any, in good repair, working order and 
 condition and properly insured; and (d) not increase the 
 amount of its capital stock issued and outstanding, 
 unless forthwith upon the issue thereof there shall be 
 made effective provision that such additional stock so 
 issued (or such part of such additional stock as shall 
 equal the ratio of the amount of the capital stock of said 
 subsidiary or controlled company owned by the Company 
 immediately preceding the issue of such additional stock 
 to all of the capital stock of said subsidiary or controlled 
 company outstanding at that time) shall forthwith upon 
 the issue thereof be acquired by the Company. 
 
 Section 5. The Company agrees that no mortgage, lien 
 or encumbrance exists on or against its properties or any 
 part thereof or the income therefrom except mortgages 
 aggregating in principal amount not in excess of $50,000. 
 The Company will riot create or permit to be created any 
 mortgage, pledge, lien or other encumbrance upon any 
 of its properties or upon the income thereof, and will not 
 issue any debentures or notes or obligations maturing 
 later than one year from their respective dates in addi- 
 
26 
 
 tion to the Notes to be issued under this Indenture. The 
 Company will not permit any subsidiary or controlled 
 company to create any mortgage, pledge, lien or other 
 encumbrance upon any of the properties or upon the in¬ 
 come thereof of any such subsidiary or controlled com¬ 
 pany nor to issue any preferred stock, debentures, notes 
 or obligations maturing more than one year from their 
 respective dates. The Company may, however, with the 
 approval of the Noteholders Committee create purchase 
 money mortgages or other purchase money liens and 
 permit any subsidiary or controlled company so to do, 
 but the Company agrees that the principal thereof and 
 interest thereon shall be duly paid when due and all the 
 terms and provisions thereof duly observed. 
 
 Section 6. The term “subsidiary” or “subsidiary com¬ 
 pany”, as used in this Indenture, shall mean any company 
 all or substantially all of the outstanding capital stock 
 of which having voting power is at the time owned by the 
 Company, either directly or through one or more sub¬ 
 sidiary companies. “Substantially all” of the outstanding 
 voting capital stock shall mean at least ninety-eight per 
 cent, of such outstanding voting capital stock. It shall 
 not, however, be deemed, to include a corporation all of 
 the capital stock of which, or all of the capital stock of 
 which except directors’ shares, shall be owned by a con¬ 
 trolled company. 
 
 The term “controlled company”, as used in this In¬ 
 denture shall mean any company, other than a subsidiary 
 company, 51% or more of the outstanding capital stock 
 of which, having voting power, is at the time owned by the 
 Company, either directly or through one or more sub¬ 
 sidiary companies. 
 
 “Quick assets”, as the term is used in this Indenture, 
 shall mean (a) cash and cash items, (b) merchandise 
 
27 
 
 manufactured, produced, prepared, or in process of manu¬ 
 facture, production or preparation, and raw materials, 
 by-products and supplies of all kinds, including operating 
 but not equipment expenses for current crops not other¬ 
 wise included, (c) hogs and other live stock readily mar¬ 
 ketable and ( d ) good and valid and collectible accounts 
 receivable which shall not have been created more than 
 one year prior thereto-, and good and valid and collect¬ 
 ible bills receivable which shall not mature more than 
 one year subsequent to their date (all material and pro¬ 
 duct in current process of manufacture shall be taken at 
 cost, exclusive of interest, and all stocks of merchandise, 
 supplies and all other material and product, including 
 raw material and finished product and live stock, shall be 
 taken at cost, exclusive of interest, if such cost be below 
 market value, but at market value if that be below cost) ; 
 and (c) bonds and obligations of the United States 
 Government and other securities readily marketable 
 taken at their fair market value, except stock of sub¬ 
 sidiary or controlled companies. Receivables or other 
 obligations owing to the Company from any subsidiary or 
 controlled company shall not, without the consent of the 
 Noteholders Committee, be included as quick assets un¬ 
 less the quick assets of such subsidiary or controlled 
 company, as herein defined, shall be equal to one and 
 three-quarter times its liabilities, as herein defined, and 
 provided that such receivables or obligations are not 
 created to provide funds for capital expenditures of the 
 subsidiary or controlled company. In the case of a 
 subsidiary company its quick assets and liabilities as 
 herein defined shall either be included in the quick assets 
 and liabilities of the Company upon the basis of a con¬ 
 solidated balance sheet, or, at the option of the Company, 
 it may determine its quick assets and liabilities on the 
 basis of its own balance sheet, treating its stock interest 
 
28 
 
 in its subsidiary companies as investments. If, however, 
 its interest in the quick assets of any subsidiary is to be 
 determined, all stock of such subsidiary held by others 
 shall be deducted from the quick assets in arriving at the 
 proportion of quick assets to which the Company is en¬ 
 titled. There shall not be included as quick assets any 
 receivables or obligations to the Company or any subsid¬ 
 iary from corporations in which the Company or any sub¬ 
 sidiary company shall have a substantial holding of stock 
 which were issued or created to provide funds for capital 
 expenditures. All United States Government obligations 
 may be excluded from quick assets, in which event any 
 amounts borrowed to purchase them and then owing by 
 the Company shall be excluded from the liabilities. The 
 term “liabilities” as used in this Indenture shall mean 
 liabilities due or not due, contingent or direct, including 
 all Notes which shall then be outstanding under such 
 Indenture (not including Notes in the sinking fund), and 
 including all taxes accrued and unpaid at the end of 
 any fiscal year, and that part of the instalment to the 
 sinking fund that shall next be payable which the 
 time that shall have elapsed since the last preceding 
 payment date bears to one year upon the basis of the 
 greatest amount of Notes at any time outstanding. Con¬ 
 tingent obligations of the Company,- however, need not be 
 included among the liabilities if they are secured to the 
 satisfaction of the Noteholders Committee hereinafter 
 provided for. Net quick assets shall mean “quick assets” 
 as herein defined less “liabilities” as herein defined. 
 
 Section 7. The Company will not after September 30, 
 1920, declare or pay any dividends on its preferred or 
 common stock at any time when its net quick assets as 
 hereinbefore defined are not at least equal to one and 
 three-fourths times the face amount of the Notes at the 
 
29 
 
 time outstanding, or when by the payment of any such 
 dividend the net quick assets would be reduced below 
 such ratio. 
 
 Section 8. The Company will at all times have and 
 maintain quick assets as hereinbefore defined double its 
 liabilities as hereinbefore defined, excluding from such 
 liabilities, however, (but for the purpose of this Sentence 
 only) the amount of Notes then outstanding hereunder. 
 The Company will at all times have quick assets as herein¬ 
 before defined equal to 125% of the amount of its liabili¬ 
 ties as hereinbefore defined including the amount of Notes 
 at the time outstanding hereunder. 
 
 Section 9. Except as permitted by Article Eleven of 
 this Indenture the Company will not merge or consoli¬ 
 date with any company or companies or concerns, nor 
 sell or lease its properties as an entirety, nor permit any 
 subsidiary so to do except with or to itself or any other 
 subsidiary nor (unless the proceeds are applied towards 
 the redemption of said Notes, or permanent assets of 
 equal value are substituted therefor) sell or otherwise 
 dispose of any important portion of its permanent assets 
 or permit any subsidiary so to do, except as aforesaid. 
 
 Section 10. The Company will furnish the Note¬ 
 holders Committee, hereinafter mentioned, semi-annually 
 and at such other times as the Committee may request a 
 balance sheet and income account and other financial 
 statements of the Company and its subsidiaries, setting 
 forth in reasonable detail the financial condition of the 
 Company and subsidiaries at the time and a statement 
 showing the aggregate value of the quick assets and the 
 aggregate amount of the liabilities as hereinbefore de¬ 
 fined, and also in the case of controlled companies to the 
 extent that the Company is able so to do. 
 
30 
 
 Section 11. The Company agrees to promptly pay or 
 discharge, extend or renew, or cause to be paid or dis¬ 
 charged, extended or renewed, any and all of its debts, 
 expenses and obligations as the same shall mature and 
 become payable, and any and all other legal claims and 
 demands which may at any time lie made against it, pro¬ 
 vided, however, that nothing in this Section contained 
 shall require the Company to pay or discharge, or cause 
 to be paid or discharged, the same so long as in good faith 
 the validity thereof shall be contested. 
 
 Section 12. The Company will at all times either 
 insure and keep insured at a fair value its properties and 
 assets or so much thereof as is customarily insured by 
 corporations of like character against loss or damage by 
 fire, or in lieu thereof, in respect of all or any part of 
 such properties or assets will maintain a system of self- 
 insurance which will accord with the most approved prac¬ 
 tice of corporations maintaining such systems, and in such 
 case will maintain an adequate insurance reserve. 
 
 Section 13. The Company will do, execute, acknowl¬ 
 edge and deliver, or cause to be done, executed, acknowl¬ 
 edged and delivered, all and every such further agree¬ 
 ments, acts and assurances in the law to carry out and 
 effectuate the purposes and intents hereof as the Note¬ 
 holders Committee hereinafter mentioned or the Trustee 
 shall reasonably require. 
 
 Section 14. The Company covenants and agrees to 
 observe and perform any and all terms, conditions, pro¬ 
 visions and agreements at any time prescribed by the 
 Noteholders Committee in connection with any consent, 
 waiver or concession given by the Committee hereunder 
 in any case, and which the Company has accepted by 
 acting under the same or otherwise. 
 
31 
 
 Section 15. The Company will not, directly or in¬ 
 directly, extend or assent to the extension of the time of 
 payment of any Note or coupon or any interest due on 
 any registered Note without coupons, and will not, 
 directly or indirectly, be a party to or approve any 
 arrangement thereof by the purchase or funding of any 
 of said Notes or coupons or interest charges. 
 
 Neither any coupon belonging to any coupon Note, 
 nor any claim for interest on any registered Note with¬ 
 out coupons, which shall have been extended in contra¬ 
 vention of the provisions of this Section, nor any such 
 coupon or claim for interest which in any way at or after 
 maturity shall have been transferred or pledged separate 
 or apart from the Note to which it relates, unless ac¬ 
 companied by such Note, shall be entitled in case of a 
 default hereunder to any benefit of or from this In¬ 
 denture, except after the prior payment in full of all of 
 the Notes and of all coupons and interest obligations not 
 so extended, transferred or pledged. 
 
 Section 1G. The Company will reimburse to any holder 
 or registered owner of any Note issued hereunder, when 
 paid by any such holder or registered owner thereof, all 
 taxes (other than succession or inheritance taxes) as¬ 
 sessed by the Commonwealth of Pennsylvania under any 
 statute of said Commonwealth upon any Notes, or upon 
 any holder or registered owner thereof as a resident of 
 said Commonwealth by reason of his ownership thereof, 
 whether for State, County or Municipal purposes, but not 
 taxes imposed by any County or other political subdivi¬ 
 sion of said Commonwealth upon any such Note or upon 
 the holder or registered owner thereof, but not in excess of 
 four (4) mills per annum for each dollar of the value 
 of such Notes, provided that such holder or registered 
 owner is legally liable for the payment of such tax or 
 
32 
 
 taxes, upon written demand for such reimbursements, 
 setting forth the fact of ownership of any such Notes and 
 the place of residence of such holder or registered owner 
 at the time such tax or taxes were assessed, together with 
 the serial number or numbers of said Notes, and that such 
 tax or taxes were assessed upon and paid by such holder 
 or registered owner because of the ownership by him of 
 any said Notes, and provided further that the Company 
 shall not have theretofore paid to the Commonwealth of 
 Pennsylvania the amount of such tax applicable to the 
 Note or Notes held or owned by the Noteholder making 
 such application. Such demand shall be made upon the 
 Company in writing at its office in the City of New York 
 within sixty days after the respective dates of each and 
 every payment of such tax or taxes by any such holder 
 or registered owner, and the Company shall not be liable 
 to reimburse any holder or registered owner of Notes for 
 any such tax or taxes unless such demand be made within 
 said period of sixty days, nor to reimburse any holder 
 or registered owner of Notes for any interest or penalty 
 assessed upon or paid in addition to the amount of such 
 tax as originally assessed. 
 
 ARTICLE FOUR. 
 
 Redemption of Notes. 
 
 Section 1. The Company may, at its election, at any 
 time, pay off and redeem any or all of the Notes at one 
 hundred and five per cent. (105%) of the face value 
 thereof and accrued interest, if redeemed on or prior to 
 June 1, 1921; at one hundred and four per cent. (104%) 
 of the face value thereof and accrued interest, if redeemed 
 thereafter and on or prior to June 1, 1922; at one hun¬ 
 dred and three per cent. (103%) of the face value 
 thereof and accrued interest, if redeemed thereafter and 
 
33 
 
 on or prior to June 1, 1923; at one hundred and two per 
 cent. (102%) of the face value thereof and accrued inter¬ 
 est, if redeemed thereafter and on or prior to June 1, 
 1921; and at one hundred and one per cent. (101%) of 
 the face value thereof and accrued interest, if redeemed 
 thereafter and prior to June 1, 1925. In case the Com¬ 
 pany shall elect to exercise such right of redemption, it 
 shall give notice thereof by publication at least once 
 a week for eight successive weeks prior to the date on 
 which such payment and redemption is to be made, the 
 first publication to be made not less than sixty (60) days 
 nor more than ninety (90) days prior to such redemption 
 date, in two daily newspapers of general circulation pub¬ 
 lished in the Borough of Manhattan, in the City of New 
 York, stating such election on the part of the Company 
 and specifying, in case less than all of the Notes are to 
 be redeemed, the numbers of the Notes to be redeemed 
 (and which, previously to the publication of such notice, 
 shall have been designated by lot under the direction of 
 the Trustee in such way or ways as the Trustee in its 
 unrestricted discretion may determine), and stating that 
 the interest on the Notes in such notice designated for 
 redemption shall cease on such redemption date, and re¬ 
 quiring that said Notes be presented on said date for 
 payment and redemption. A similar notice shall be 
 mailed by the Company, postage prepaid, at least eight 
 weeks prior to said date fixed for redemption, to all reg¬ 
 istered holders of coupon Notes and to the holders of 
 registered Notes to be redeemed whose addresses shall 
 appear upon the register or registers of the Company. 
 Notice having been so published and mailed the Notes 
 so designated for redemption shall on the date designated 
 in such notice become due and payable at the office of the 
 Trustee in the Borough of Manhattan in the City of New 
 York at the redemption price aforesaid, and prior to the 
 
34 
 
 redemption date the Company will deposit with the Trus¬ 
 tee an amount sufficient to redeem the Notes then called 
 for redemption on such date; and from and after the date 
 of redemption so designated funless the Company shall 
 make default in payment of the Notes) interest on the 
 Notes so designated for redemption shall cease to accrue, 
 and upon surrender at the office of the Trustee of the 
 Notes specified in said notice in accordance with said 
 notice, together with all coupons thereto appertaining, if 
 coupon Notes, maturing on and after said date of redemp¬ 
 tion, if an interest date or after said date of redemption if 
 not an interest date, the Notes shall be paid by the Com¬ 
 pany at the redemption price aforesaid. If not so paid 
 upon surrender thereof, said Notes shall continue to bear 
 interest at the rate therein expressed until payment. 
 
 Section 2. On deposit with the Trustee of the amount 
 necessary so to redeem all of the Notes outstanding, and 
 on delivery to the Trustee of (1) proof satisfactory to the 
 Trustee that notice of redemption thereof on a specified 
 redemption date has been published and mailed, as afore¬ 
 said, or (2) proof satisfactory to the Trustee that arrange¬ 
 ments have been made insuring to the satisfaction of the 
 Trustee that such notice will be so published and mailed, 
 or (3) a written instrument executed by the Company, 
 under its corporate seal, and expressed to be irrevocable, 
 authorizing the Trustee to give such notice for and on 
 behalf of the Company and on payment to the Trustee 
 of all costs, charges and expenses in relation thereto, then 
 the Trustee shall cancel and satisfy this Indenture. The 
 Trustee shall apply the moneys so deposited with it to 
 the payment at the redemption price aforesaid of the 
 Notes so called for redemption, but shall in no event 
 be liable beyond the amount so deposited with it. Any 
 moneys so deposited which shall not be required for the 
 
35 
 
 purpose for which such deposit was made shall he repaid 
 to the Company upon its written request; and any such 
 moneys remaining unclaimed by the holders of Notes 
 and coupons for six years after the specified redemption 
 date shall be paid by the Trustee to the Company; pro¬ 
 vided, however, that the Trustee, before being required 
 to make any such payments, may, at the expense of the 
 Company, cause notice that said moneys have not been 
 so called for and that after a date named therein they 
 will be returned to the Company to be published once 
 a week in each of four successive weeks in a daily news¬ 
 paper of general circulation published in said Borough 
 of Manhattan. 
 
 Section 3. All Notes redeemed or paid pursuant to 
 the provisions of this Article Four and the appurtenant 
 coupons shall be canceled and shall not be subject to 
 reissuance except that Notes redeemed through the Sink¬ 
 ing Fund shall be kept alive therein as hereinafter pro¬ 
 vided. 
 
 ARTICLE FIVE. 
 
 Sinking Fund. 
 
 Section 1. The Company covenants and agrees that 
 it will pay to the Trustee, as and for a sinking fund 
 to be applied as hereinafter in this Article Five pro¬ 
 vided, on the first day of June in each year beginning 
 with the year 1921, a sum equal to five per cent, of the 
 greatest aggregate face amount of the Notes at any time 
 outstanding hereunder. The Company shall have the 
 right to exceed said sinking fund requirements in any 
 year and to have any excess payment or payments 
 credited against its said sinking fund obligation in sub¬ 
 sequent years as the Company shall designate. In case 
 
36 
 
 any of the Notes shall be converted into common stock 
 of the Company pursuant to the provisions of Article Six 
 hereof, the Company shall be credited with an amount 
 equal to the principal amount of the Notes so converted 
 on its obligation to make payments to the sinking fund, 
 and accordingly shall not be obligated to make any pay¬ 
 ments to the sinking fund at any time when the aggre¬ 
 gate principal amount of the Notes converted is in excess 
 of the aggregate of the payments to the sinking fund 
 required to be made by it up to that time and not then 
 made, or if such aggregate of payments required to be 
 made to the sinking fund and not then made is in excess 
 of the principal amount of Noles converted the Company 
 shall only be obligated to pay to the sinking fund such 
 excess and so on from time to time. 
 
 Section 2. All moneys received by the Trustee for the 
 sinking fund shall be applied by it from time to time, as 
 soon as reasonably practicable after the receipt thereof, 
 to the purchase of Notes issued under this Indenture at 
 the best price or prices obtainable by the Trustee, not 
 exceeding the redemption price at the time current, such 
 purchase to be made by the Trustee at public or private 
 sale or otherwise and after or without inviting tenders 
 of Notes, as it may in its discretion determine, at the best 
 price or prices obtainable by it considering the amount or 
 amounts of Notes purchased, not exceeding said redemp¬ 
 tion price. The Company may make any tenders or sales 
 of Notes to the Trustee for the sinking fund. The moneys 
 in the sinking fund not applied to the purchase of Notes 
 as aforesaid on or before the 1st day of August in each 
 year shall (unless the amount be less than $25,000) 
 be applied by the Trustee forthwith to the redemption of 
 Notes, at the redemption price aforesaid, the Notes so to 
 be redeemed to be designated by lot under the direction 
 
37 
 
 of the Trustee as provided in Article Four hereof. The 
 Notes so to be redeemed having been so designated, 
 the Trustee shall give notice to the Company to that 
 effect specifying the numbers thereof, and the Company 
 shall forthwith give notice of such redemption as in said 
 Article Four provided to be given for the redemption 
 of Notes pursuant to said Article; or the Trustee may, 
 at the expense of the Company, give such notice. Said 
 notice having been published as in said Article Four 
 provided, the Notes so designated for redemption shall 
 on the date specified in said notice become due and 
 payable at said redemption price. From and after the 
 date of redemption so designated (unless default shall 
 be made in the payment of said Notes) interest on the 
 Notes so designated for redemption shall cease to accrue, 
 and on surrender of the Notes specified in the notice 
 of redemption in accordance with said notice, with all 
 appurtenant coupons maturing on and after said redemp¬ 
 tion date, if an interest date or after said date of re¬ 
 demption if not an interest date, said Notes shall be paid 
 by the Trustee at the redemption price aforesaid. 
 
 Section 3. Until the designation by lot of Notes for 
 redemption as aforesaid, all moneys in the sinking fund 
 shall be held by the Trustee as security for all the Notes 
 outstanding under this Indenture; but from and after 
 such designation all such moneys to the extent required 
 for the purpose shall be held for the payment of the Notes 
 so designated for redemption. In case after such designa¬ 
 tion any of the Notes so designated for redemption shall 
 be converted into common stock of the Company pursuant 
 to the provisions of Article Six hereof, then, upon the 
 request of the Company, the Trustee shall repay to the 
 Company out of the moneys theretofore paid to it for the 
 sinking fund an amount equal to the redemption price of 
 the Notes so converted. 
 
38 
 
 Section 4. All Notes purchased or redeemed by the 
 application of moneys in the sinking fund shall not be 
 cancelled but shall be kept alive in the sinking fund and 
 shall continue to bear interest which shall be credited to 
 the sinking fund to be applied as hereinbefore provided. 
 All such Notes shall by the Trustee be stamped “Not 
 negotiable. Property of the Sinking Fund under In¬ 
 denture of American Sumatra Tobacco Company dated 
 June 1, 1920.” 
 
 ARTICLE SIX. 
 
 Conversion of Notes into Common Stock. 
 
 Section 1 . At the option of the holders or registered 
 owners thereof, any and all Notes issued under this In¬ 
 denture may be converted at their face value, at any time 
 on or after October 1, 1920, and prior to the date of 
 maturity thereof (except as hereinafter in Section 5 of 
 this Article Six provided) into shares of the common stock 
 of the Company, as its common stock shall be constituted 
 at the time of such conversion, at the rate or rates stated 
 or determined as hereinafter set forth in Section 4 of this 
 Article Six, provided that the respective holders or regis¬ 
 tered owners of the Notes to be converted shall have given 
 the Company, at the said office of the Trustee in the 
 Borough of Manhattan, in the City of New York, written 
 notice of election to convert such Note or Notes at least 
 five days prior to the date specified in such notice for 
 such conversion and, at the time of giving such notice, 
 shall have surrendered to the Trustee, at its office in 
 said Borough of Manhattan, the Note or Notes to be 
 converted as stated in said notice, together with all then 
 unmatured coupons thereto appertaining, if coupon Note 
 or Notes, any Note or Notes registered as to principal 
 to be transferred in blank or to bearer and any registered 
 
39 
 
 Notes without coupons to be assigned in blank, prior 
 to such surrender thereof. Said requirement of a five 
 days’ notice shall not, however, so operate as to shorten 
 the time within which the holder or registered owner of 
 Notes may exercise said conversion privilege, which shall 
 be deemed to have been exercised in respect of tbe Notes 
 mentioned in any such notice, when said notice shall have 
 been given and said Notes and coupons shall have been 
 surrendered, as aforesaid. 
 
 Section 2. In case any fraction of a share of said 
 common stock shall be deliverable upon any such con¬ 
 version, the Company shall have the right to, and shall, 
 purchase it at the then conversion price, which conversion 
 price shall be an amount in cash equal to so much of the 
 face amount of the Notes as shall represent such frac¬ 
 tional interest. In case the aggregate fractions of shares 
 represented by any Notes surrendered for conversion shall 
 equal one or more full shares of said stock, the holder or 
 registered owner of such surrendered Notes shall be en¬ 
 titled to receive, and the Company shall deliver to him, 
 one or more certificates representing such full share or 
 shares of said common stock accordingly, and the Com¬ 
 pany shall have the right to, and shall, purchase from the 
 holder or registered owner of said surrendered Notes the 
 excess fraction of a share, if any, at the then conversion 
 price. At the time of any such conversion, a cash adjust¬ 
 ment shall be made in the manner hereinafter provided 
 between the Company and the holder or registered owner 
 of any Note surrendered on such conversion in respect of 
 the interest accrued on such Note and any dividends on 
 the shares of stock to be delivered in exchange therefor. 
 
 Section 3. The Company shall deliver from time to 
 time to the respective holders or registered owners of 
 
40 
 
 Notes in respect of which any notice as aforesaid shall 
 have been given, or to their respective assigns, and in 
 exchange therefor, stock certificates representing the 
 number of shares of stock into which such Notes shall be 
 convertible. The stock certificates so delivered shall be 
 in the names of the respective holders or registered owners 
 of Notes so surrendered for conversion (or in such names 
 as they may direct, in which case they shall pay all stock 
 transfer taxes that may he payable in respect thereof). 
 The Company shall pay the amount of any and all taxes 
 which may be imposed in respect of any issue of delivery 
 of stock pursuant to the provisions of this Article Six and 
 which shall be payable in order that such stock may be 
 issued in the name of the respective holders or registered 
 owners of the Note or Notes so surrendered for con¬ 
 version. 
 
 Section 4. The rate at which common stock of the 
 Company shall be delivered on any such conversion shall 
 be upon the basis of nine and one half shares of such stock 
 for a $1,000 Note at any time on or after October 1, 1920 
 and up to and including December 31, 1921 and thereafter 
 at the rate of nine shares of such stock for a $1,000 Note. 
 If any additional common stock is at any time on or prior 
 to December 31, 1921, issued by the Company for less 
 than $104 per share, the rate at which common stock 
 shall be delivered thereafter either before or after De¬ 
 cember 31, 1921, on conversion shall be reduced to a rate 
 equivalent to the price in money or in fair value of prop¬ 
 erty at or for which such common stock is issued and if 
 not so issued below $104 per share on or before December 
 31, 1921, but if issued thereafter at less than $109 per 
 share the conversion rate shall be likewise reduced, and 
 if, in either such event, any further stock is subse¬ 
 quently issued at a lower price the conversion rate 
 
41 
 
 shall be still further reduced, and s?o on from time to time. 
 Stock dividends payable in common stock may be declared 
 and paid on tbe common stock without affecting a reduc¬ 
 tion in the conversion rate provided they do not exceed in 
 any fiscal year, together with other dividends paid during 
 such fiscal year, the net earnings of the Company and its 
 subsidiaries for such year, and that portion of the net 
 earnings of any controlled company for that year which 
 the stock of the controlled company owned by the Com¬ 
 pany is of the total outstanding stock of the controlled 
 company (net earnings of subsidiary companies and con¬ 
 trolled companies to be included only to such extent as 
 the Company shall be entitled thereto after allowing for 
 preferences therein of preferred stock held by others 
 and to deduction of such part thereof as other common 
 stockholders are entitled), and provided that thirty days 
 notice of the declaration of such dividend prior to the date 
 fixed for taking a record of stockholders for purposes of 
 such dividend shall be given by publication in two daily 
 newspapers published in the Borough of Manhattan, City 
 of New York, once a week for four successive weeks, and 
 each such stock dividend shall be payable to all stock¬ 
 holders of record on such date of record including those 
 receiving stock up to such time on conversion of Notes. 
 Any greater stock dividend shall affect a reduction in the 
 conversion rate as hereinbefore provided. If any com¬ 
 mon stock is issued by the Company at a price greater 
 than $104 per share at a time when the conversion rate is 
 nine and one-half shares of stock for each $1,000 Note or 
 for a price greater than $109 per share at a time when 
 the conversion rate is nine shares of stock for each $1,000 
 Note, the conversion rate shall not be increased so that 
 in no event shall less than nine and one-half shares for 
 each $1,000 Note on or prior to December 31, 1921, and 
 nine shares for each $1,000 Note after December 31, 1921, 
 
42 
 
 be deliverable on conversion, and if common stock is is¬ 
 sued by the Company at a price in excess of the conversion 
 rate as reduced, as hereinabove provided, the reduced con¬ 
 version rate shall not be increased on account thereof. 
 If any dispute shall arise between the Company and any 
 holder or registered owner of Notes as to the rate at 
 which common stock is to be delivered and received on 
 conversion, the same may be conclusively determined by 
 the Trustee, which, however, shall be under no duty to 
 make such determination or be liable to anyone either for 
 making or for not making the same. 
 
 Upon any such conversion there shall be a cash adjust¬ 
 ment of interest and of dividends accrued. To make the 
 cash adjustment hereinbefore mentioned, of accrued 
 interest upon any Note surrendered for conversion as 
 aforesaid, and any dividends upon the stock delivered in 
 exchange therefor, the Company shall, at the time of such 
 conversion, pay to the holder or registered owner of the 
 Note so converted, interest not previously paid on said 
 Note at the rate of seven and one-half per cent. (7^%) 
 per annum to the date of conversion; and also, in case 
 the conversion shall occur after the declaration, but be¬ 
 fore the payment, of a dividend upon the common stock of 
 the Company in which dividend the shares to be delivered 
 in exchange for the Note so converted will not be entitled 
 to participate, an additional amount which, at the cur¬ 
 rent rate of dividend upon the common stock of the 
 Company, will equal the dividend accruing upon the 
 stock delivered in exchanged for the Note so converted 
 from such date of conversion to the date fixed for the 
 payment of the dividend accruing; and, except when 
 the conversion shall occur between the dates aforesaid, 
 the holder or registered owner of the Note so converted 
 shall, at the same time, pay to the Company an amount 
 which at the current rate of dividends will equal the divi- 
 
43 
 
 dend upon the stock delivered in exchange for the Note so 
 converted, from the date upon which the last dividend 
 upon the common stock of the Company was paid to the 
 date of conversion, provided that quarterly dividends shall 
 have been declared or paid for at least six months preced¬ 
 ing such date of conversion. The last regular dividend de¬ 
 clared by the Company upon its common stock (exclusive 
 of stock dividends and other extraordinary dividends of 
 every character) within six months prior to the date of 
 conversion shall be deemed and taken to determine the 
 current rate of dividends within the meaning of this 
 Indenture. The date of the conversion and the time 
 when the conversion shall occur for the purposes of any 
 computation in this Section 4 provided, shall be deemed 
 to be the date and time when the Notes shall respectively 
 be surrendered to the Trustee for such conversion. 
 
 Section 5. The Company shall not be required to con¬ 
 vert any Note issued hereunder into its common stock 
 while its books for the transfer of said stock shall be 
 closed for any purpose, and the right of conversion here¬ 
 inbefore and in the Notes provided for shall be suspended 
 during such period; provided, however, that the right of 
 conversion shall not in any case be so suspended for a 
 longer period than thirty ( 30) days, nor during the last 
 thirty (30) days of the calendar year 1921, nor during 
 the last thirty (30) days of the conversion period. In the 
 case of Notes called for redemption pursuant to the pro¬ 
 visions of Article Four or of Article Five hereof, said 
 right of conversion shall continue up to the tenth day 
 next preceding the date fixed for such redemption, and 
 said right of conversion shall not be suspended by a 
 closing of the books for the transfer of said Common 
 Stock during the thirty (30) days next preceding said 
 tenth day. 
 
44 
 
 Section 6. The Company covenants and agrees that 
 from time to time and in due course it will take and com¬ 
 plete all such proceedings (including the listing of its 
 increased common stock on the New York Stock 
 Exchange) as may be necessary or proper for the 
 issue and delivery of its common stock in such amounts 
 as may be necessary to provide for the conversion into 
 said common stock in accordance with the terms and 
 provisions hereof of all the Notes issued hereunder and 
 covenants and agrees to reserve at all times sufficient of 
 its common stock unissued to effect the conversion of the 
 Notes at the rates as herein provided and to reserve suffi¬ 
 cient additional shares unissued from time to time in the 
 event of the change in such conversion rates as herein 
 provided. 
 
 Section 7. Upon the conversion of any Note into 
 common stock as hereinbefore provided, the Company 
 forthwith shall cancel the surrendered Note and all un¬ 
 matured coupons thereto appertaining and shall exhibit 
 the same so cancelled to the Trustee; thereupon said Note 
 shall be deemed to be and shall be satisfied and discharged 
 and no Note in place thereof shall be issued by the Com¬ 
 pany or be authenticated or delivered by the Trustee. 
 
 ARTICLE SEVEN. 
 
 Remedies of Trustee, Noteholders Committee and 
 Noteholders. 
 
 Section 1. The following events shall be events of 
 default under this Indenture, and the words “event of 
 default” or “events of default'^ shall mean, whether the 
 same are used in this Indenture or in said Notes, one 
 or more of the following events: 
 
 (a) If default shall be made in the payment of 
 any instalment of interest on any of the Notes, 
 
45 
 
 when and as the same shall become due and pay¬ 
 able, and such default shall have continued for 
 a period of sixty days; 
 
 (6) If default shall be made in the payment of 
 any instalment of the sinking fund hereinbefore 
 provided for, and such default shall have continued 
 for a period of sixty days; 
 
 (c) If default shall be made in payment of the 
 principal of any of the Notes, when and as the 
 same shall become due and payable, whether at 
 maturity or by declaration or acceleration or 
 otherwise; 
 
 (d) If an order shall be made for the appoint¬ 
 ment of a receiver or receivers of the Company, or 
 of any subsidiary company, or of the properties or 
 of any substantial part thereof of either of them 
 by a court of competent jurisdiction and any such 
 order shall have continued in effect for a period of 
 thirty days, or for the appointment of a trustee in 
 bankruptcy for the Company, or for any subsidiary 
 company, or for the segregation of the assets or 
 the winding-up or liquidation of the business and 
 affairs of either of them, or in case corporate 
 action shall be taken or permitted, or suffered to 
 be taken, on the part of the Company, or of any 
 subsidiary company, or the Company, or any sub¬ 
 sidiary company, shall procure measures to be 
 taken for any of the aforesaid purposes; 
 
 ( c ) If any of the important property of the 
 Company, or of any subsidiary company, shall be 
 seized upon any writ of attachment or other legal 
 process and it shall not within thirty days there¬ 
 after cause such property to be released and dis- 
 
46 
 
 charged therefrom by giving bond or otherwise, 
 or in case any judgment recovered against the 
 Company, or any subsidiary company, shall 
 remain in force without a stay of proceedings 
 thereon and unsatisfied or unsecured by an under¬ 
 taking on appeal for a period of thirty days after 
 the entry thereof; 
 
 (/) If default shall be made by the Company in 
 not observing and complying with the provisions, 
 or any of them, of Section 5, Section 7, Section 8 
 and Section 9 of Article Three of this Indenture; 
 
 (g) If default shall be made by the Company in 
 the observance or performance of any of the terms, 
 conditions, agreements or provisions that may be 
 hereafter prescribed by the Noteholders’ Commit¬ 
 tee in connection with any consent, waiver or con¬ 
 cession of the Noteholders’ Committee given here¬ 
 under in any case, and the Company has accepted 
 said terms, conditions, agreements or provisions by 
 acting upon such consent, waiver or concession or 
 otherwise; 
 
 (/<■) If default shall be made in the observance 
 or performance of any other of the covenants, con¬ 
 ditions and agreements on the part of the Com¬ 
 pany, in the said Notes or in this Indenture con¬ 
 tained, and such default shall continue for a 
 period of thirty days after written notice to the 
 Company from the Trustee or from the Note¬ 
 holders Committee specifying such default and 
 requiring the same to be remedied. 
 
 Section 2. If any one or more of the events of default 
 shall happen, then and in every such case the Trustee, by 
 a notice in writing mailed to the Company by regis- 
 
47 
 
 tered mail addressed to the Company at No. 142 Water 
 Street, in the Borough of Manhattan, City and State of 
 New York, (or at any other address furnished at any 
 time by the Company to the Trustee for the purpose) 
 may, and upon the written request of said Noteholders’ 
 Committee shall, declare the principal of all of the 
 said Notes then outstanding, and interest thereon, if 
 not already due, to be due and payable immediately, and 
 upon any such mailing of such notice in writing, the 
 same shall become and be immediately due and payable, 
 anything in this Indenture or in said Notes contained to 
 the contrary notwithstanding. 
 
 This provision, however, is subject to the condition 
 that if at any time after the principal of the Notes shall 
 have so become due and payable, and prior to the date of 
 maturity thereof stated in the Notes, all arrears of in¬ 
 terest, if any, upon all the Notes (with interest at the rate 
 of seven and one-half per cent, per annum on any overdue 
 interest), and the expenses of the Trustee, shall be paid by 
 the Company, and every other existing event of default 
 not waived by the Committee as herein permitted shall be 
 made good or be secured to the satisfaction of the Note¬ 
 holders Committee, or provision deemed by the Commit¬ 
 tee to be adequate shall be made therefor, then and in 
 every such case the Committee, by written notice to the 
 Company and to the Trustee, may waive the default by 
 reason of which the principal of the Notes shall have so 
 become due and payable, and may rescind and annul such 
 declaration and its consequences; but no such waiver, 
 rescission or annulment shall extend to or affect any sub¬ 
 sequent default or impair any right consequent thereon. 
 
 Section 3. If one or more of the events of default 
 shall happen, the Trustee, personally or by attorney, in 
 its discretion may proceed to protect and to enforce its 
 
48 
 
 rights and the rights of noteholders under this Indenture, 
 by a suit or suits in equity or at law, whether for the 
 specific performance of any covenant or agreement con¬ 
 tained herein, or in aid of the execution of any power 
 herein granted, or for the enforcement of any other appro¬ 
 priate legal or equitable remedy, as the Trustee, being 
 advised by counsel learned in the law, shall deem most 
 effectual to protect and enforce any of its rights or duties 
 hereunder. 
 
 Section 4. In case one or more of the events of default 
 shall happen, upon the written request of the said Com¬ 
 mittee it shall be the duty of the Trustee, upon being 
 indemnified to its satisfaction, to take all steps so re¬ 
 quested for the protection and enforcement of its rights 
 and the rights of the holders of the Notes and coupons, 
 and to take appropriate judicial proceedings by action, 
 suit or otherwise as shall be so requested by said Com¬ 
 mittee; and anything in this Indenture to the contrary 
 notwithstanding to such extent as shall be lawful said 
 Committee shall have the right to direct and to control 
 the method and place of conducting any and all pro¬ 
 ceedings. 
 
 Section 5. In case 
 
 (1) default shall be made in the payment of. 
 any instalment of interest on any of the Notes at 
 any time outstanding under this Indenture, and 
 such default shall have continued for a period of 
 sixty days; or 
 
 (2) default shall be made in the payment of 
 the principal of any of the Notes, when and as 
 same shall become payable, whether at maturity 
 or by declaration or otherwise, 
 
49 
 
 then, upon demand of the Trustee or the Committee, the 
 Company will pay to the Trustee for the benefit of the 
 holders and registered owners of the Notes and coupons 
 issued hereunder and then outstanding, the whole amount 
 which then shall have become due and payable on all such 
 Notes and coupons then outstanding for interest or prin¬ 
 cipal or both, as the case may be, with interest at the rate 
 of seven and one-half per cent, per annum upon the over¬ 
 due Notes and overdue interest; and in addition thereto 
 such further amount as shall be sufficient to cover the 
 cost and expenses of collection, including a reasonable 
 compensation to the Trustee, its agents, attorneys and 
 counsel and any expenses or liabilities incurred by the 
 Trustee hereunder and the reasonable compensation of 
 the Committee. Until such demand shall be made by 
 the Trustee or the Committee, the Company may pay 
 the principal and interest of the Notes to the holders 
 and registered owners thereof, and shall not be affected 
 by any notice to the contrary, whether the Notes are over¬ 
 due or not. If, however, demand shall be so made, pay¬ 
 ment of the Notes or of the coupons shall be made there¬ 
 after only to the Trustee. 
 
 Section 6. In case the Company shall fail forthwith 
 to pay such amounts upon such demand, the Trustee in 
 its own name and as trustee of an express trust shall be 
 entitled and empowered to institute such action or pro¬ 
 ceedings at law or in equity as may be advised by counsel 
 for the collection of the sums so due and unpaid, and may 
 prosecute any such action or proceedings to judgment or 
 final decree, and may enforce any such judgment or final 
 decree against the Company, and collect the moneys ad¬ 
 judged or decreed to be payable out of the property of the 
 Company wherever situated, in the manner provided by 
 law. 
 
50 
 
 Section 7. All rights of action under this Indenture 
 or on any of the Notes or coupons may be enforced by 
 the Trustee without the possession of any of the Notes or 
 coupons or the production thereof on any trial or other 
 proceedings relative thereto, and any such suit or pro¬ 
 ceedings instituted by the Trustee shall be brought in its 
 name as Trustee and any recovery of judgment shall be 
 for the ratable benefit of the holders or registered owners 
 of the Notes and coupons. 
 
 Section S. Any moneys collected by the Trustee under 
 this Article Seven shall be applied by the Trustee as 
 follows: 
 
 First. To the payment of costs and expenses, 
 including a reasonable compensation to the Trus¬ 
 tee, its agents, attorneys and counsel, and the Com¬ 
 mittee, and of all expenses, liabilities and advances 
 incurred or made by the Trustee and the Commit¬ 
 tee hereunder. 
 
 Second. To the payment of the amounts then 
 due and unpaid upon the Notes and coupons in 
 respect of which such moneys shall have been col¬ 
 lected, ratably and without preference or priority 
 of any kind, according to the amounts due and pay¬ 
 able upon such Notes and coupons, respectively, 
 at the date fixed by the Trustee for the distribu¬ 
 tion of such moneys, upon presentation of the sev¬ 
 eral Notes and coupons and stamping thereon the 
 payment, if only partially paid, and upon the sur¬ 
 render and cancellation thereof, if fully paid. 
 
 These provisions, however, are not intended in any 
 wise to modify the provisions of Section 15 of Article 
 Three of this Indenture, but are subject thereto. 
 
51 
 
 Section 9. The Trustee shall, upon the written re¬ 
 quest of the Committee, waive any default hereunder and 
 its consequences, except (1) a default in the covenants 
 contained in Article Six of this Indenture providing for 
 the conversion of Notes into common stock of the Com¬ 
 pany and (2) a default in the payment of the principal 
 of the Notes at the date of maturity expressed therein, 
 and (3) a default in the payment of interest on the 
 Notes (unless prior to any such waiver of a default in 
 the payment of interest, all arrears of interest, with 
 interest at the rate of seven and one-half per cent, per 
 annum on overdue instalments of interest, and all 
 expenses of the Trustee shall have been paid by the 
 Company or shall have been provided for by a deposit 
 with the Trustee of a sum sufficient to pay the same, 
 in which case the Trustee may waive a default in the pay¬ 
 ment of interest) and (4) a default in the covenant of 
 the Company contained in Section 7 of Article Three of 
 this Indenture not to declare or pay dividends on its 
 common stock after September 30, 1920, when the ratio 
 between its net quick assets and the face amount of the 
 Notes therein mentioned does not obtain, or when by the 
 payment of any such dividend its net quick assets are 
 reduced below such ratio. Any default of the Company 
 in its covenant contained in said Section 7 of Article 
 Three not to pay dividends on its preferred stock when 
 said ratio is not maintained may be waived under the pro¬ 
 visions of this Section. In case of any such waiver, or 
 in case any proceedings taken on account of any such 
 default shall have been discontinued or abandoned or 
 determined adversely to the Trustee, then and in every 
 such case, the Company, the Trustee and the Committee, 
 and the holders and registered owners of the Notes, shall 
 be restored to their former positions and rights hereunder 
 respectively, but no such waiver shall extend to any sub¬ 
 
 s' 
 
 i 
 
 k 
 
 U. OF ILL. LIB. 
 
52 
 
 sequent or other default or impair any right consequent 
 thereon. 
 
 Section 10. In order to promote and to protect the 
 equal ratable rights of every holder or registered owner 
 of the Notes to be issued under this Indenture, and to 
 avoid multiplicity of suits, it is expressly covenanted and 
 agreed that, except as is hereinafter provided in respect 
 of the right of conversion thereof, all the Notes issued 
 hereunder are subject to the condition that all rights of 
 action thereon, or in respect thereof, or on or in respect 
 of the coupons thereto appertaining, are vested exclusively 
 in the Trustee under this Indenture, and that no holder or 
 registered owner of any Notes, or of any coupon apper¬ 
 taining thereto, shall have any right to institute any 
 action at law or in equity upon the Notes or any of the 
 appurtenant coupons, or growing out of any provision 
 thereof, or of this Indenture, or for the enforcement of 
 this Indenture, unless and until the Trustee shall refuse 
 or neglect to institute proper proceedings by way of 
 remedy within a period of sixty days after request of the 
 Committee or the holders or registered owners of one- 
 fourth iu principal amount of the Notes then outstand¬ 
 ing, filed with the Trustee, with offer of indemnity satis¬ 
 factory to the Trustee; and any recovery in any action or 
 proceeding instituted by the holder or registered owner 
 of any Note, shall be for the equal pro rata benefit of all 
 outstanding Notes similarly situated; provided, however, 
 that nothing herein contained shall affect the right of the 
 holder or registered owner of any Note to enforce pay¬ 
 ment thereof at and after the date of maturity iu said 
 Note expressed; and provided, further, that the holder 
 or registered owner of any Note, without reference to, 
 or the consent of, either the Trustee or the holder or 
 registered owner of any other Note, may, in his own 
 
53 
 
 behalf and for his own benefit, enforce, and may institute 
 and maintain any proceedings suitable to enforce, his 
 right to convert his Note into the common stock of the 
 Company in accordance with the provisions of Article 
 Six of this Indenture. 
 
 Section 11. No delay or omission of the Trustee, or 
 of any holder or registered owner of Notes, or the Com¬ 
 mittee, to exercise any right or power accruing upon 
 any default, occurring and continuing as aforesaid, shall 
 impair any such right or power, or shall be construed 
 to be a waiver of any such default or an acquiescence 
 therein; and every power and remedy given by this 
 Indenture to the Trustee or the Committee, or to the 
 holders and registered owners of Notes may be exercised 
 from time to time and as often as may be deemed expe¬ 
 dient by it or by them. 
 
 Section 12. Nothing in this Indenture, expressed or 
 implied, is intended or shall be construed to confer upon, 
 or to give to any person or corporation other than the 
 parties hereto and the holders and registered owners of 
 the Notes and the appurtenant coupons, and the Com¬ 
 mittee, any right, remedy or claim, under or by reason 
 of this Indenture or any covenant, condition or stipulation 
 hereof, and all the covenants, stipulations, promises and 
 agreements in this Indenture contained shall be for the 
 sole and exclusive benefit of the parties hereto and their 
 successors, and of the holders and registered owners of 
 the Notes and coupons and the Committee. 
 
 Section 13. No recourse under or upon any obliga¬ 
 tion, covenant or agreement of this Indenture or of any 
 Note or coupon, or because of the creation of any 
 indebtedness represented by the Notes or coupons, shall 
 
54 
 
 he had against any stockholder, officer or director of the 
 Company, or of any successor corporation, as such, either 
 directly or through the Company, or such successor cor¬ 
 poration, by the enforcement of any assessment or by any 
 legal or equitable proceeding by virtue of any constitu¬ 
 tional provision, statute or rule of law or otherwise. 
 This Indenture and the Notes and coupons are solely cor¬ 
 porate obligations, and no personal liability whatever 
 shall attach to, or be incurred by, the stockholders, or 
 any officers or directors of the Company, or of any suc¬ 
 cessor corporation, as such, or any of them, because of the 
 incurring of the indebtedness hereby authorized or under 
 or by reason of any of the obligations, covenants or agree¬ 
 ments contained in this Indenture or in any of the Notes 
 or coupons or implied therefrom; and any and all per¬ 
 sonal liability of any such stockholder, officer or director, 
 as such, whether arising at common law or in equity, or 
 created by statute or constitution, is waived as a con¬ 
 dition of, and as a part of the consideration for, the exe¬ 
 cution and delivery of this Indenture and the issue of the 
 Notes and coupons. 
 
 Section 14. The Company will not at any time insist 
 upon, or plead, or in any manner whatever claim or take 
 the benefit or advantage of, any stay or extension law 
 wherever enacted, now or at any time hereafter in force, 
 which may affect the covenants and terms of performance 
 of this Indenture; and the Company hereby expressly 
 waives all benefit or advantage of any such law or laws, 
 aud covenants that it will not hinder, delay or impede 
 the execution of any power herein granted and delegated 
 to the Trustee, but will suffer and permit the execution 
 of every power as though no such law or laws had been 
 made or enacted. 
 
55 
 
 Section 15. Except as herein expressly provided to 
 the contrary, no remedy herein conferred upon or re¬ 
 served to the Trustee, to the Committee, or to the holders 
 of Notes or coupons, is intended to he exclusive of any 
 other remedy or remedies, and each and every such rem¬ 
 edy shall be cumulative and shall be in addition to every 
 other remedy given herein or now or hereafter exist¬ 
 ing at law or in equity or by statute. 
 
 Section 16. Upon any sale made under or in ac¬ 
 cordance with any direction contained in any judgment 
 for the recovery of any indebtedness evidenced by said 
 Notes or coupons or claims for interest hereunder, any 
 purchaser shall be entitled in making settlements or 
 payments of the purchase price of the property purchased 
 to present to the person or persons authorized to receive 
 the payment of such purchase price, and to turn in and 
 use any of the Notes and coupons and claims for interest 
 thereon issued hereunder, then payable, said Notes or 
 coupons or claims for interest or all thereof being com¬ 
 puted for that purpose at a sum equal to, and not exceed¬ 
 ing, that which shall be payable out of the net proceeds 
 of such sale to such purchaser as the holder thereof for 
 his just share and proportion of said net proceeds; and 
 if the proportion so payable in respect of such Notes and 
 coupons and claims for interest shall be less than the 
 amount for which the Company may be liable thereon 
 under direction of any person so authorized to receive 
 payment of the purchase price, then the amount to be 
 so allowed or credited thereon shall constitute such par¬ 
 tial payment and settlement and shall be conclusive 
 proof of the amount thereof. At any such sale, the Trus¬ 
 tee, as such, or any noteholder or noteholders, or the 
 Noteholders Committee, as such, or any member thereof, 
 or any firm, company, or bank with which any member 
 
56 
 
 thereof shall be associated, may bid for and purchase the 
 property sold, and may make payment therefor as afore¬ 
 said, and any noteholder or noteholders or any mem¬ 
 ber of such Committee, or any such firm, company or 
 bank so purchasing any such property upon compliance 
 with the terms of sale, may hold, retain and dispose of 
 such property without further accountability. 
 
 Section 17. Upon the happening of any of the events 
 of default, the Trustee shall be entitled, if it or the 
 Committee so elect, as a matter of right forthwith and 
 without precipitation of maturity of the Notes issued 
 hereunder, or after precipitation of maturity of the 
 same, to the appointment of a receiver of all the prop¬ 
 erty, interests, rights and business of the Company and 
 of all of the earnings, rents, issues and profits thereof, 
 with such powers as the Court making such appoint¬ 
 ment shall confer ; and, in any case of the appointment 
 of a receiver as authorized by any provision of this In¬ 
 denture, the powers to be conferred upon such receiver by 
 the Court making such appointment may include, if the 
 Committee approves, among others, not only power to 
 enter upon and possess and exclude others from all of 
 the property, interests, rights and business of the Com¬ 
 pany, but likewise the power and authority at the ex¬ 
 pense of the fund to use and operate said property in 
 the business theretofore conducted by the Company, and 
 to manage and control the same and conduct the busi¬ 
 ness thereof personally or by agents and, at the expense 
 of the fund, to maintain, repair, restore, renew, replace 
 and keep insured all such property to the same extent 
 as is usual with companies engaged in business of the 
 same general class, and likewise, at the expense of the 
 fund, to make all necessary or proper alterations, better¬ 
 ments and improvements thereof and additions thereto 
 
57 
 
 as to the Court appointing such receiver may seem 
 judicious, and to manage all said property and exer¬ 
 cise all of the rights and powers of the Company, either 
 in the name of the Company or otherwise, and to col¬ 
 lect and receive all of the income, rents, issues and profits 
 of said property, interests and rights and every part 
 thereof. 
 
 ARTICLE EIGHT. 
 
 Concerning the Trustee. 
 
 Section 1 . The Trustee accepts the trusts of this 
 Indenture and agrees to execute them upon the following 
 terms and conditions, to which the parties hereto, the 
 Committee and the holders and registered owners of the 
 Notes agree: 
 
 The Trustee shall be entitled to reasonable com¬ 
 pensation for all services rendered by it in the 
 execution of the trusts hereby created, and such 
 compensation, as well as the reasonable compen¬ 
 sation of its counsel and of such persons as it may 
 employ in the administration or management of 
 the trust, and all other reasonable expenses neces¬ 
 sarily incurred and actually disbursed hereunder, 
 the Company agrees to pay. 
 
 Unless and until the Trustee shall have re¬ 
 ceived written notice to the contrary from the 
 holders or registered owners of not less than 
 twenty-five per cent, in principal amount of the 
 Notes at the time outstanding, or the Committee, 
 the Trustee may, for all the purposes of this Inden¬ 
 ture, assume that the Company is not in default 
 under this Indenture and that none of the events 
 hereinbefore denominated events of default has 
 happened. 
 
58 
 
 The Trustee shall not be under any obligation 
 to take any action toward the execution or enforce¬ 
 ment of the trusts hereby created which, in its 
 opinion, will be likely to involve it in expense or 
 liability, unless one or more of the holders or 
 registered owners of the Notes or the Committee 
 shall, as often as required by the Trustee, furnish 
 it reasonable security and indemnity against such 
 expense or liability; or to take any action in re¬ 
 spect of any default, involving expense or liability, 
 unless requested by an instrument in writing 
 signed by the holders or registered owners of not 
 less than twenty-five per cent, in principal amount 
 of the Notes at the time outstanding, or the Com¬ 
 mittee, and unless tendered reasonable security 
 and indemnity as aforesaid, anything herein con¬ 
 tained to the contrary notwithstanding; but neither 
 any such notice or request, nor this provision there¬ 
 for, shall affect any discretion herein given to the 
 Trustee to determine whether or not the Trustee 
 shall take action in respect to such default or to 
 take action without such request. 
 
 The Trustee shall incur no liability to any one 
 in acting upon, or in accordance with, any notice, 
 request, opinion, consent, certificate, bond or other 
 instrument or paper believed by it to be genuine 
 and to have been signed or presented by the 
 proper person or duly authorized or properly 
 made. 
 
 The Trustee may employ agents or attorneys 
 in fact, and shall not be answerable for the default 
 or misconduct of any agent or attorney appointed 
 by it in pursuance hereof, if such agent or attorney 
 shall have been selected with reasonable care, nor 
 for anything whatever in connection with this 
 
59 
 
 trust, except willful misconduct or gross negli¬ 
 gence. 
 
 It shall in no event be liable for any act or 
 omission of the Noteholders Committee. 
 
 Any action by the Trustee upon the request of 
 any person who at the time is the holder or reg¬ 
 istered owner of any such Notes, shall be con¬ 
 clusive and binding upon all future holders or 
 registered owners of the same Notes. 
 
 This Indenture need not be recorded, regis¬ 
 tered or filed by the Trustee. 
 
 The Trustee may receive a certificate under 
 the corporate seal of the Company and signed by 
 the Secretary or an Assistant Secretary of the 
 Company as sufficient evidence of the due adoption 
 of any resolution by the board of directors or 
 executive committee or other committee of the 
 Company. The Trustee may rely upon, and shall 
 incur no liability for any action taken by it in 
 reliance upon, any such certificate or resolution so 
 certified. 
 
 The Trustee shall be reimbursed by the Com¬ 
 pany upon demand for, and be indemnified against, 
 any liability or damages which may be sustained 
 by it in the premises. The Trustee shall have a 
 claim prior to that of the holder or registered 
 owner of any Note or the holder of any coupon 
 issued hereunder for its compensation and ex¬ 
 penses, and also for any liability or damage by it 
 sustained in the premises, which claim shall be 
 a paramount lien upon any money or other prop¬ 
 erty at any time coming into its hands hereunder. 
 
 The Trustee makes no undertaking in respect 
 of, and shall not be responsible in any manner 
 whatsoever for, the validity or execution of this 
 
60 
 
 Indenture or of any of the Notes issued hereunder 
 or of the recitals herein or in the Notes contained, 
 all such recitals being made and to be taken as 
 statements of the Company solely; nor shall the 
 Trustee be accountable or responsible for the use 
 of any Notes authenticated and delivered here¬ 
 under, or for the performance or fulfillment of any 
 covenant or agreement herein provided to be kept 
 by the Company. 
 
 The Trustee hereunder may from time to time 
 purchase, acquire, hold, own and deal in any of the 
 Notes issued hereunder, and assert its right in 
 respect thereof in the same manner as any other 
 holder of Notes issued hereunder. 
 
 Any moneys received by the Trustee under any 
 provision of this Indenture, may be treated by it, 
 until it is required to pay out the same conform¬ 
 ably herewith, as a general deposit, without any 
 liability for interest, save as may be agreed upon 
 between the Company and the Trustee. 
 
 The Trustee at the expense of the Company 
 may advise with legal counsel and shall be pro¬ 
 tected in respect of any action under this In¬ 
 denture taken in good faith by the Trustee in 
 accordance with the opinion of counsel. 
 
 The Trustee shall be under no obligation or 
 liability to any one for acting upon or in accord¬ 
 ance with any request or direction of the Note¬ 
 holders Committee, but the Trustee shall not be 
 obliged to follow any such request or direction if, 
 in its opinion, upon advice of counsel, such re¬ 
 quest or direction is not within the powers of the 
 Committee hereunder. 
 
 * 
 
61 
 
 Section 2. The Trustee may resign, and be discharged 
 from the trusts created by this Indenture, by giving to 
 the Company notice in writing, and to the holders and 
 registered owners of the Notes notice by publication, of 
 such resignation, specifying a date when such resignation 
 shall take effect, which notice shall be published at least 
 once, not less than thirty days nor more than sixty days, 
 prior to the date so specified, in a daily newspaper of 
 general circulation published in the Borough of Manhat¬ 
 tan, in the City of New York. Such resignation shall 
 take effect on the day specified in such notice, unless 
 previously a successor trustee shall be appointed as here¬ 
 inafter provided, in which event such resignation shall 
 take effect immediately upon the appointment of such 
 successor trustee. 
 
 Section 3. Any trustee hereunder may be removed at 
 any time by an instrument or concurrent instruments 
 filed with the Trustee and executed by the holders or reg¬ 
 istered owners of three-fourths in principal amount of 
 the Notes at the time outstanding or executed by the 
 Committee. 
 
 Section 4. In case at any time the Trustee shall 
 resign or shall be removed or otherwise shall become inca¬ 
 pable of acting, a successor may be appointed by the hold¬ 
 ers or registered owners of a majority in principal 
 amount of the Notes at the time outstanding, by an 
 instrument or concurrent instruments signed by such 
 holders and registered owners, or their attorneys in fact 
 thereunto duly authorized; but until a new trustee shall 
 be appointed by the holders and registered owners of the 
 Notes as herein authorized, the Committee by an instru¬ 
 ment executed by a majority of its members (one original 
 whereof shall be lodged with the successor Trustee thereby 
 
62 
 
 appointed and one with the retiring Trustee), may ap¬ 
 point a trustee to till such vacancy. Every such successor 
 trustee, whether appointed by the holders and registered 
 owners of the Notes or by the Committee shall always 
 be a national or state bank or trust company having an 
 office in the Borough of Manhattan, in the City of New 
 York, and having a capital and surplus aggregating at 
 least two million dollars. After any such appointment 
 by the Committee, it shall cause notice of such appoint¬ 
 ment to be published once a week in each of four succes¬ 
 sive weeks in two daily newspapers of general circulation 
 published in said Borough of Manhattan; but any new 
 trustee so appointed by the Committee shall immediately 
 and without further act be superseded by a trustee 
 appointed, in the manner above provided, by the holders 
 or registered owners of a majority in principal amount 
 of the Notes at the time outstanding, provided that such 
 appointment be made prior to the expiration of one year 
 from the date of the first publication of such notice. 
 Until a new Trustee shall be appointed by a majority in 
 principal amount of the noteholders or the Committee, 
 as above provided, the Company shall appoint a successor 
 Trustee by an instrument executed under its corporate 
 seal by order of its Board of Directors, one original 
 whereof shall be lodged with the successor trustee 
 thereby appointed and one with the retiring trustee, but 
 any new trustee so appointed by the Company shall be 
 immediately and without further act superseded by a 
 trustee appointed by a majority in amount of the note¬ 
 holders or by the Committee. Notice of the appointment 
 of any successor trustee by the Company shall be pub¬ 
 lished as above provided in case of the appointment by the 
 Committee. 
 
63 
 
 Section 5. Any successor trustee appointed hereunder 
 shall execute, acknowledge and deliver to the Company 
 and to the retiring trustee an instrument accepting such 
 appointment hereunder, and thereupon such successor 
 trustee, without any further act, deed or conveyance, 
 shall become vested with all the rights, powers, trusts, 
 duties and obligations of its predecessor in the trusts 
 hereunder, with like effect as if originally named as trus¬ 
 tee hereunder; but, nevertheless, on the written request 
 of the Company or of the successor trustee, the trustee 
 ceasing to act shall execute and deliver an instrument 
 transferring to such successor trustee upon the trusts 
 herein expressed all the rights, powers and trusts of the 
 trustee so ceasing to act. Upon request of such successor 
 trustee, the Company shall execute and deliver such 
 instruments as may reasonably be required for more fully 
 and certainly vesting in and confirming to such successor 
 trustee all such rights, powers, trusts, duties and obliga¬ 
 tions. All instruments herein provided for shall be at 
 the cost of the Company. 
 
 Section 6. For the purpose of this Article Eight the 
 fact of the holding of Notes by any holder and the 
 amounts and issue numbers of such Notes and the date 
 of the holding of the same may be proved either in the 
 manner specified in Article Ten hereof or by affidavits 
 of the holders thereof. 
 
 Section 7. Any corporation into which the Trustee, 
 or any successor to it in the trusts created by this Inden¬ 
 ture, may be merged, or with which it, or any such 
 successor to it, may be consolidated, or any corporation 
 resulting from any merger or consolidation to which the 
 Trustee, or any such successor to it, shall be a party, 
 provided such corporation shall be a corporation organ- 
 
64 
 
 ized under the laws of the State of New York or under 
 the laws of the United States and shall do business in the 
 Borough of Manhattan, in the City of New York, shall be 
 the successor trustee under this Indenture, without the 
 execution or filing of any paper or any future act on the 
 part of any of the parties hereto, anything herein to the 
 contrary notwithstanding. 
 
 Section S. The term, “the Trustee,” whenever used 
 in this Indenture, means the trustee for the time being 
 under this Indenture, whether original or successor. 
 
 ARTICLE NINE. 
 
 Noteholders Committee. 
 
 Section 1. A Committee (hereinbefore and herein¬ 
 after called the “Noteholders Committee” or the “Com¬ 
 mittee”), composed of E. R. Tinker, Clement R. Ford and 
 Julius Lichtenstein, is hereby appointed. Any member of 
 such Committee may resign at any time by delivering his 
 written resignation to the Company in the case of Julius 
 Lichtenstein, and to Chase Securities Corporation of the 
 City of New York, in the case of E. R. Tinker and Clement 
 R. Ford. In case of any vacancy or vacancies in such 
 Committee occurring through death, resignation or other 
 cause, the vacancy or vacancies shall be filled as follows: 
 Any successor to Julius Lichtenstein, and such succes¬ 
 sor's successor and so on in the line of succession shall 
 be chosen by the Company or its successor or successors. 
 Any successor to E. R. Tinker and such successor's suc¬ 
 cessor and any successor to Clement R. Ford and such 
 successor’s successor and so on in the line of succession 
 shall be chosen by Chase Securities Corporation of the 
 City of New York, or its successor or successors. No 
 member of the Committee shall be disqualified to assent 
 
65 
 
 to or approve of any transaction because of the fact that 
 he, or that some firm of which he is a member or 
 otherwise connected with or some corporation of which 
 he is an officer or director or otherwise connected with, 
 is personally interested in such transaction. The mem¬ 
 bers of the Committee and of any firm or corporation 
 with which any of them may at any time be associated 
 may from time to time purchase, acquire, hold, own, and 
 deal in any of the Notes issued hereunder, and have 
 financial or other relations with the Company of any 
 kind to the same extent and with the same effect as if 
 they were not members of the Committee. The Commit¬ 
 tee may act at or without a meeting. From time to time 
 the Committee shall give notice in writing to the Trustee 
 of each and every succession to the membership of the 
 Committee as hereinabove named, and in the absence of 
 receipt of such notice by the Trustee, it may conclusively 
 assume that the personnel of the Committee has not 
 changed. 
 
 Section 2. The Committee shall be deemed the repre¬ 
 sentative of the noteholders, and any action taken or 
 assent or approval given by it in accordance with the 
 powers vested in it by this Indenture shall be deemed to 
 be the action, assent or approval of all the noteholders. 
 The Committee shall be, and it is hereby, vested with 
 power: 
 
 (a) To waive in any instance upon such terms, con¬ 
 ditions and agreements as it may prescribe any covenant 
 or agreement by the Company herein contained or any of 
 the terms, provisions and conditions herein contained 
 with respect to the form, execution, delivery, registration 
 and exchange of Notes and the remedies of the Trustee, 
 the Committee and the noteholders, including any de¬ 
 fault or event of default of the Company hereunder, pro- 
 
66 
 
 vided that the Committee shall have no power to waive 
 at any time the observance by the Company of its cove¬ 
 nants to pay the principal of the Notes at the date of 
 maturity expressed therein, and the coupons and claims 
 for interest thereon, or respecting the conversion of the 
 Notes into stock or the non-declaration or non-payment 
 of dividends on the common stock when net quick assets 
 are not, or would be reduced by payment of any such divi- 
 dent below, one and three-quarters times the face amount 
 of the Notes then outstanding, as provided in this In¬ 
 denture, but the Committee shall have power to waive 
 any acceleration of maturity of the Notes and interest 
 thereon as herein provided. 
 
 (6) To determine whether or not any action contem¬ 
 plated or taken by the Company would be or is in viola¬ 
 tion of the terms of this Indenture, which determination 
 shall be binding upon all the noteholders and upon the 
 Trustee. 
 
 (c) To modify, waive or compromise any rights of the 
 noteholders, or of the Committee, against the Company, 
 whether such rights shall arise under this Indenture or 
 otherwise, and whether enforcible by the noteholders or 
 the Committee or the Trustee, but the Committee shall 
 not have power under any circumstances to vary the 
 amount of the principal or interest payable upon any 
 Note issued hereunder, or the time or place of payment of 
 said principal or interest, or to waive the payment of 
 principal and interest when due by the terms of the Notes, 
 or the right of noteholders to convert Notes into common 
 stock, or a breach of the covenant of the Company as to 
 the non-declaration or non-payment of dividends on com¬ 
 mon stock when the ratio herein provided is not main¬ 
 tained between net quick assets and the face amount of 
 the Notes, except as herein otherwise provided. 
 
67 
 
 Section 3. Every consent, waiver, approval, direction 
 or action of the Committee shall be by a majority of the 
 members of such Committee in person or by proxy, and 
 in all cases where action, consent, waiver or approval of 
 such Committee is required or authorized under this In¬ 
 denture, the action, waiver, consent or approval of a 
 majority of the members of such Committee in person or 
 by proxy shall be deemed to be the action, consent or ap¬ 
 proval of such Committee. The Trustee shall be entitled 
 to rely upon any notice of change in the membership of 
 the Committee given to the Trustee as hereinabove pro¬ 
 vided and shall not be required to take or be deemed to 
 have notice of any such change or addition not so notified 
 to it. Every such consent, waiver, approval, direction or 
 action of the Committee on the basis of which the Trustee 
 is desired to rely, or which shall for any reason be certi¬ 
 fied to the Trustee and every such notice of change in the 
 membership of the Committee, shall be in writing de¬ 
 livered to the Trustee signed in person or by proxy by 
 at least two members of the Committee, or otherwise, as 
 may be satisfactory to the Trustee, and the Trustee with¬ 
 out further inquiry may act in reliance upon any con¬ 
 sent, waiver, approval, direction, action, notice of change 
 or other writing from the Committee, so signed. 
 
 Section 4. The members of the Committee, their 
 agents or proxies shall be responsible to the noteholders, 
 to the Trustee, and to the Company and otherwise only 
 for good faith in the performance of the powers and 
 duties conferred and imposed upon them by this Inden¬ 
 ture, and shall under no circumstances be held responsi¬ 
 ble to any one for any mistake in judgment, error of law, 
 lack of diligence or unwise exercise of their powers or 
 discretion or for any thing whatsoever except their own 
 individual actual wilful fraud. 
 
68 
 
 Section 5. The Committee may appoint an agent or 
 agents (and any such agent may in the discretion of the 
 Committee be an officer of the Company) with power, to 
 the extent that shall be provided in the instrument 
 appointing such agent or agents, to assent to or approve 
 any transaction in behalf of such Committee upon such 
 terms, conditions and agreements, if any, as shall be 
 determined by such agent or by the Committee, and any 
 such assent or approval given by any such agent or 
 agents, within the scope of his or their authority, shall be 
 deemed to be the assent or approval of such Committee. 
 Each member of the ComnSittee may appoint in writing 
 from time to time a proxy to act for him during his ab¬ 
 sence from the Borough of Manhattan, City of New York, 
 N. Y. For the acts and neglects of such agent or agents 
 or proxy (care believed by the Committee or the member 
 appointing the proxy to be reasonable having been exer¬ 
 cised in his or their selection) neither such Committee 
 nor any member thereof shall incur any responsibility 
 whatsoever. The Committee may employ counsel, ac¬ 
 countants and other agents and may incur such expenses 
 and make such disbursements in connection with the per¬ 
 formance of its duties hereunder as it may consider 
 reasonable, and the Company hereby agrees from time to 
 time to pay the compensation of the counsel, accountants 
 and agents of the Committee and its expenses and dis¬ 
 bursements as well as a reasonable compensation to the 
 members of said Committee. 
 
 Section 6. Any consent, waiver, concession or other 
 action of the Committee in favor of the Company under 
 any of the provisions hereof in any instance shall not 
 be deemed, unless expressly so stated by the Committee, 
 to relieve the Company of its obligations hereunder in 
 any other instance or to operate as a general consent, 
 
69 
 
 waiver, concession or action or to extend or to apply to 
 any other instance or instances whatsoever, it being the 
 intent hereof to restrict any such consent, waiver, con¬ 
 cession or other action to the particular instance men¬ 
 tioned therein or covered thereby and to preclude its 
 extension to other instances, unless the Committee ex¬ 
 pressly so states. No delay or omission of the Com¬ 
 mittee to exercise any right or power shall impair any 
 such right or power or shall be construed to be a waiver 
 thereof or an acquiescence in any action or non-action 
 of the Company. 
 
 Section 7. Unless any consent, waiver, concession 
 or other action claimed at any time by the Com¬ 
 pany to have been given or taken by the Committee is 
 evidenced by a writing signed by at least a majority of 
 the members of the Committee, the Company shall not be 
 entitled to claim or plead the giving of any such consent, 
 waiver or concession or the taking of any such action by 
 the Committee, if a majority of the members of the Com¬ 
 mittee shall then be unwilling to give or take the consent, 
 waiver, concession or action and if one of the majority 
 of the members of the Committee claimed to have thereto¬ 
 fore given such consent, waiver or concession, or taken 
 such action denies that he did so. 
 
 Section 8. The Chase Securities Corporation may at 
 any time in its discretion without responsibility to any 
 one cause any member or members of the Committee 
 appointed by it or whose successors it shall be entitled 
 to appoint to resign, a o n r d by instrument in writing 
 delivered to the Trustee, decline to appoint any successor 
 or successors to said E. R. Tinker or Clement R. Ford, 
 or to any successor to either of them as hereinbefore 
 provided, and Messrs. Tucker, Anthony & Company, as 
 
70 
 
 said firm may then be constituted, may but shall be under 
 no obligation to, appoint any member or members which 
 said Chase Securities Corporation shall so decline to 
 appoint and may thereafter appoint their successors in 
 like manner as said Chase Securities Corporation is en¬ 
 titled so to do hereunder. If Messrs. Tucker, Anthony 
 & Company declines (as it shall be entitled so to do) or 
 fails for any reason to succeed to the rights of appoint¬ 
 ment of said Chase Securities Corporation hereunder, or 
 is not then in existence, said Securities Corporation may 
 designate any corporation or firm to succeed to its rights 
 of appointment of members of the Committee hereunder 
 and if Messrs. Tucker, Anthony & Company, after ap¬ 
 pointing any such member or members subsequently de¬ 
 clines to appoint any successor or successors thereto (as 
 it shall be entitled to do), it may designate a corporation 
 or firm to succeed to its rights of appointment in like 
 manner, and any corporation or firm so designated by 
 said Chase Securities Corporation or Messrs. Tucker, 
 Anthony & Company shall in turn be entitled to appoint 
 a corporation or firm to exercise such rights of appoint¬ 
 ment if at any time it so desires. Neither said Chase 
 Securities Corporation nor Tucker, Anthony & Company 
 nor any one so succeeding to such rights of appointment 
 of either of them shall be responsible to any one (except 
 for its own actual wilful wrongdoing) for or in connec¬ 
 tion with any acts or neglects of any member or members 
 of the Committee appointed by it or for or in connection 
 with any other matter or thing. No such designation 
 of any corporation or firm in succession to Chase Securi¬ 
 ties Corporation or Messrs. Tucker, Anthony & Company 
 or of any corporation or firm which may be designated 
 as successor to any successor of either of them or other¬ 
 wise in the line of succession shall be binding upon the 
 
71 
 
 Trustee unless and until an original of such designation 
 shall have been lodged with it. 
 
 ARTICLE TEN. 
 
 Noteholders’ Acts, Holdings and Apparent 
 Authority. 
 
 Any request or other instrument provided by this 
 Indenture to be signed and executed by holders of Notes 
 may be in any number of concurrent instruments of sim¬ 
 ilar tenor, and may be executed by such holders in per¬ 
 son, or by an agent or attorney appointed by an instru¬ 
 ment in writing. Proof of the execution of any such 
 request or other instrument, or of a writing appointing 
 any such agent or attorney, or of the holding by any 
 person of Notes, shall be sufficient for any purpose of 
 this Indenture, and shall be conclusive in favor of the 
 Trustee with regard to any action taken by the Trustee 
 under such request or other instrument or writing, if 
 made in the following manner, viz.: 
 
 (a) The fact and date of the execution by any 
 person of any such request or of any other instru¬ 
 ment or writing may be proved by the certificate 
 of any notary public or other officer authorized to 
 take, either within or without the State of New 
 York, acknowledgments of deeds to be recorded in 
 New York, certifying that the person signing such 
 request or other instrument or writing acknowl¬ 
 edged to him the execution thereof; or by the affi¬ 
 davit of a witness to such execution; 
 
 (&) The amount of coupon Notes not regis¬ 
 tered as to principal held by any person executing 
 any such request or other instrument or writing 
 as a holder of Notes, and the issue numbers of 
 
72 
 
 the Notes held by such person and the date of his 
 holding the same (which holding the Trustee may 
 conclusively assume to have continued until noti¬ 
 fied in writing to the contrary), may be proved 
 by a certificate executed by any trust company, 
 bank, bankers or other depositary wheresoever 
 situated whose certificate shall be deemed by the 
 Trustee to be satisfactory, showing that, at the 
 date therein mentioned, such person had on deposit 
 with such depositary, or exhibited to such deposit¬ 
 ary, the Notes numbered and described in such 
 certificate. 
 
 The ownership of Notes registered as to principal 
 and of registered Notes without coupons shall be estab¬ 
 lished solely by the registry books of the Company. 
 
 ARTICLE ELEVEN. 
 
 Consolidation, Merger and Sale. 
 
 Section 1. Nothing in this Indenture shall prevent 
 with the consent of the Committee the consolidation of 
 the Company with any other corporation, or the merger 
 into the Company of any other corporation or the merger 
 of the Company into any other corporation, or the sale 
 by a subsidiary of its property to the Company or to 
 another subsidiary, or the sale by the Company of its 
 property as an entirety, provided that as a condition of 
 any such consolidation or such merger into another com¬ 
 pany or of any sale of the property of the Company as an 
 entirety the consolidated corporation or the corporation 
 into which the Company is merged or the corporation to 
 which such property shall be sold as an entirety shall 
 assume the due and punctual payment of the principal 
 of, and interest on, the Notes and the performance of the 
 
73 
 
 covenants of this Indenture, and shall extend to the 
 holders or registered owners of the Notes secured by this 
 Indenture, the right and privilege to convert said Notes 
 into its common stock on the basis of the conversion rate, 
 as the equivalent and in substitution for the common 
 stock of the Company which would have been received 
 upon the conversion of said Notes (except for such 
 merger, consolidation or sale), the ratio of substitution 
 of common stock of such successor corporation for the 
 common stock of the Company to be the same as the ratio 
 applicable upon such merger, consolidation or sale to the 
 exchange of stock of such successor corporation for the 
 common stock of this Company, and all of the terms and 
 conditions of such substitution to be the same in purpose 
 and effect as the terms and conditions of such exchange, 
 all whereof must be satisfactory to the Committee in its 
 discretion. 
 
 Section 2. In case any corporation shall be consoli¬ 
 dated with the Company as aforesaid or in case the Com¬ 
 pany shall be merged into any other corporation, or m 
 case of the sale of the property of the Company as an 
 entirety, the corporation formed by such consolidation, 
 or into which the Company shall have been merged, or 
 to which such sale shall have been made, shall succeed 
 to and be substituted for the Company, with the same 
 effect as if it had been named herein as the party of the 
 first part hereto. 
 
 Section 3. For every purpose of this Indenture, in¬ 
 cluding the execution of Notes, the term “Company” in¬ 
 cludes and means, not only American Sumatra Tobacco 
 Company, but also any such successor corporation. Every 
 such successor corporation shall possess, and from time 
 to time may exercise, each and every right and power 
 
74 
 
 hereunder of American Sumatra Tobacco Company, in its 
 name or otherwise, and any act or proceeding by any pro¬ 
 vision of this Indenture required to be done or performed 
 by any board, committee or officer of the Company may be 
 done and performed with like force and effect by the like 
 board, committee or officer of any corporation that shall 
 at the time be such lawful successor of the Company. 
 
 Section 4. Before the exercise of the powers con¬ 
 ferred by this Article Eleven, the Company or any such 
 successor corporation, by an instrument in writing exe¬ 
 cuted by authority of two-thirds of its board of directors 
 and delivered to the Trustee, may surrender any of the 
 powers reserved to the Company or to such successor 
 corporation; and thereupon such power so surrendered 
 shall terminate. 
 
 ARTICLE TWELVE. 
 
 Cancellation of This Indenture. 
 
 Section 1. If all the Notes issued hereunder, both 
 principal and interest, shall be well and truly paid, or 
 converted into common stock of the Company pursuant 
 to the provisions of Article Six hereof, at the times and 
 in the manner therein and herein expressed, according 
 to the tenor and effect thereof, this Indenture shall cease 
 and determine, and upon proof being given to the reason¬ 
 able satisfaction of the Trustee that all the Notes and 
 coupons have been paid or satisfied, and upon payment 
 of the costs, charges and expenses incurred by the Trus¬ 
 tee in relation thereto, the Trustee shall cancel this 
 Indenture. 
 
 Section 2. In case any of the Notes or coupons issued 
 hereunder shall not be presented for payment when the 
 
75 
 
 principal thereof shall be due and payable, the Company 
 may at any time thereafter pay to the Trustee for the 
 benefit of the holder or holders thereof the amount of 
 said Notes and coupons, and thereupon the Trustee 
 shall cancel this Indenture in the same manner as 
 if said Notes and coupons had been paid. And the 
 certificate of the President or Treasurer of the Company, 
 or of such other officer thereof as the Trustee shall think 
 proper, that certain Notes and coupons in such certificate 
 specified have not been presented for payment, shall be 
 sufficient evidence of that fact to authorize the Trustee 
 to act under the powers contained in this Section 2. 
 Neither the Company nor the Trustee shall be required 
 to pay interest on any moneys deposited with the Trus¬ 
 tee as aforesaid; and any such moneys remaining un¬ 
 claimed by the holders of Notes and coupons for six 
 years after the date of such deposit with the Trustee shall 
 be paid by the Trustee to the Company; provided, 
 however, that the Trustee, before being required to make 
 any such payments, may, at the expense of the Company, 
 cause notice that said moneys have not been so called for 
 and that after a date named therein they will be returned 
 to the Company to be published once a week in each of 
 four successive weeks in a daily newspaper of general cir¬ 
 culation published in the Borough of Manhattan, in the 
 City of New York. 
 
 This Indenture may be executed in several counter¬ 
 parts, each of which shall be, and shall be deemed to be, 
 an original instrument. 
 
 In witness whereof, said American Sumatra Tobacco 
 Company has caused this Indenture to be signed in its 
 corporate name by its President or one of its Vice-Presi¬ 
 dents and its corporate seal to be hereunto affixed and 
 
76 
 
 to be attested by its Secretary or one of its Assistant 
 Secretaries, and The Chase National Bank of the City of 
 New York, in token of its acceptance of this trust, has 
 caused this Indenture to be signed in its corporate name 
 by one of its Vice-Presidents and its corporate seal to be 
 hereunto affixed and to be attested by its Cashier or one 
 of its Assistant Cashiers, all as of the day and year first 
 above written. 
 
 American Sumatra Tobacco Company, 
 
 (S.) By F. M. Arguimbau 
 Vice-President. 
 
 Attest: 
 
 (S.) Louis Leopold 
 
 Assist ant S ec ret ary. 
 
 [seal] 
 
 Tiie Chase National Bank of the City 
 of New York, 
 
 (S.) By Reeve Schley 
 
 Vice-President. 
 
 Attest: 
 
 (S.) 
 
 [seal] 
 
 E. H. Lee 
 
 Assistant Cashier. 
 
77 
 
 State of New York.) 
 
 ' ^ 0202 * 
 
 County of New York, j ‘ 
 
 On this 16tli day of June, in the year 1920, before 
 me personally came F. M. Arguimbau, to me known, 
 who, being by me duly sworn, did depose and sav that 
 he resides in Freeport, in the State of New York; that 
 lie is a Vice-President of American Sumatra Tobacco 
 Company, one of the corporations described in and which 
 executed the foregoing instrument ; that he knows the 
 seal of said corporation; that the seal affixed to said 
 instrument is such corporate seal; that it was so affixed 
 by order of the board of directors of said corporation; 
 and that he signed his name thereto by like order. 
 
 W. H. Young 
 
 Notary Public, Westchester County 
 Certificate filed in N. Y. County 
 New York County Clerk’s No. 5 
 New York County Register’s No. 1106. 
 My term expires March 30, 1921. 
 
 [seal] 
 
 State of New York.) - - 
 
 County of New York,f 
 
 On the 16th day of June, in the year 1920, before 
 me personally came Reeve Schley, to me known, who 
 being by me duly sworn, did depose and say that he 
 resides in New York City, in the State of New York; 
 that lie is a Vice-President of The Chase National Rank 
 of the City of New York, one of the corporations described 
 in and which executed the foregoing instrument; that he 
 knows the seal of said corporation; that the seal affixed 
 to said instrument is such corporate seal; that it was so 
 affixed by order of the board of directors of said corpora¬ 
 tion ; and that he signed his name thereto by like order. 
 
 W. H. Young 
 
 Notary Public, Westchester County 
 Certificate filed in N. Y. County 
 New York County Clerk’s No. 5 
 New York County Register’s No. 1106. 
 My term expires March 30, 1921. 
 
 [seal] 
 
 El 198 
 

 
 
 
 
 
 
 
UNIVERSITY OF ILLINOIS-URBANA 
 
 3 0112 105646589 
 
 
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