Urriv.ofill. Library 
 51 
 
 jFirst Mortgage 
 
 ARKANSAW WATER COMPANY 
 
 TO 
 
 CONTINENTAL AND COMMERCIAL TRUST 
 AND SAVINGS BANK 
 
 AND 
 
 FRANK H. JONES, Trustees 
 
 November 1, 1915 
 
 The Evening Post Job Printing Office, Inc., 156 Fulton St., N. Y. 
 B36 
 
ilttbpttUttT, bearing date the first day of November, 1915, made 
 and entered into by and between Arkansaw Water Company, a corpo¬ 
 ration of the State of Arkansas, hereinafter called the Company, party 
 
 * 
 
 of the first part, and Continental and Commercial Trust and Savings 
 Bank, a corporation of the State of Illinois, and Frank II. Jones of Chi¬ 
 cago, Illinois, as Trustees, hereinafter called respectively the Corporate 
 Trustee, and the Individual Trustee and collectively the Trustees, parties 
 of the second part: 
 
 Whereas, the Company has deemed it necessary to borrow money 
 for its corporate purposes and to issue its bonds therefor, and to mort¬ 
 gage its property, hereinafter described, to secure the payment of said 
 bonds, and to that end has duly authorized and directed an issue of its 
 bonds, issued and to be issued as hereinafter set forth, to be designated 
 as its First Mortgage Gold Bonds, such bonds to be coupon bonds in 
 denominations of $100, $500 and $1,000 each with interest coupons 
 attached, with the fac-simile signature of the present Treasurer of the 
 Company thereon, said bonds to be signed in its corporate name by its 
 president or a vice-president, to be impressed with its corporate seal, 
 attested by its secretary or an assistant secretary, and to be authenticated 
 by the Corporate Trustee; which said bonds, coupons and Trustee’s 
 certificates of authentication are to he substantially in the forms following 
 respectively: 
 
 [form of bond.] 
 
 UNITED STATES OF AMERICA, 
 
 State of Arkansas. 
 
 ARKANSAW WATER COMPANY. 
 
 Little Rock, Arkansas. 
 
 First Mortgage Gold Bond. 
 
 No. Series. $. 
 
 Arkansaw Water Company (hereinafter called the Company), for 
 value received, promises to pay to the bearer, or, if registered, to the 
 registered holder hereof, on the first day of , at the 
 
9 
 
 office or agency of the Company in the City of Chicago, Illinois, or at 
 the option of bearer or registered holder at the office or agency of the 
 Company in the City of New York, dollars in gold 
 
 coin of the United States of America, of or equal to the present standard 
 of weight and fineness, and to pay interest thereon from , 
 
 at the rate of per centum per annum in like gold coin, 
 
 payable at the option of bearer at either of said offices or agencies on 
 the first days of and in each year according to 
 
 the tenor of the respective coupons hereto attached, until such principal 
 shall be paid. Both principal and interest of this bond are payable 
 without deduction for any taxes, assessments or other governmental 
 charges which the Company may be required to pay thereon, or author¬ 
 ized to retain therefrom under any present or future law or requirement 
 of the United States of America, or any State, count} 7 , municipality or 
 other governmental subdivision thereof, except so far as the Company 
 cannot lawfully agree to pay interest hereon without such deduction. 
 
 This bond is one of an issue of bonds of the Company, known as its 
 First Mortgage Gold Bonds, all issued and to be issued under and equally 
 secured by a Mortgage and Deed of Trust (hereinafter called the Mort¬ 
 gage), dated November 1, 1915, executed by the Company to Continental 
 and Commercial Trust and Savings Bank and Frank H. Jones, as Trus¬ 
 tees, to which this bond is subject and to which reference is made for 
 a description of the property mortgaged and pledged, the nature and 
 extent of the security, the rights of the holders of the bonds and the 
 terms and conditions upon which the bonds are issued and secured. As 
 provided in the Mortgage, this bond is subject to redemption at par and 
 accrued interest and a premium of per centum upon the principal, 
 upon four weeks’ published notice, on , or on any 
 
 interest date prior thereto, or upon any interest date subsequent thereto, 
 on similar notice, at par and accrued interest and a premium of 
 per centum upon the principal. The principal hereof may also become 
 due on the conditions, in the manner and at the time set forth in the* 
 Mortgage, if default be made in the payment of interest on any of the 
 
3 
 
 bonds of this issue or in tlie performance of certain covenants of the 
 Mortgage. 
 
 This bond may be registered as to principal in the owner’s name 
 upon the books of the Company at its office or agency, in the City of 
 New York or City of Chicago, such registration being noted hereon, after 
 which no valid transfer hereof can be made, except on said books, until 
 after registered transfer to bearer, but after such registered transfer to 
 bearer, this bond shall be again transferable by delivery. Such registra¬ 
 tion, however, shall not affect the negotiability of the coupons which shall 
 always be payable to bearer and transferable by delivery. 
 
 No recourse shall be had for the payment of the principal or interest 
 of this bond against any stockholder, officer or director of the Company, 
 either directly or through the Company under any statute or by the 
 enforcement of any assessment or otherwise, all such liability of stock¬ 
 holders, directors and officers being released by the holder hereof by the 
 acceptance of this bond and being likewise waived and released by the 
 terms of the Mortgage. 
 
 This bond shall not become obligatory until Continental and Com¬ 
 mercial Trust and Savings Bank, one of the Trustees under the Mort¬ 
 gage, or its successors thereunder, shall have signed the form of certificate 
 
 if 
 
 endorsed hereon. 
 
 In witness whereof, Arkansaw Water Company lias caused this 
 bond to be signed in its name by its President or a Vice-President and 
 its corporate seal to be hereto affixed and attested by its Secretary or 
 an Assistant Secretary, and interest coupons bearing the fac-simile 
 signature of its Treasurer to be attached hereto, this first day of Novem¬ 
 ber, 1915. 
 
 Arkansaw Water Company, 
 
 By 
 
 Attest: 
 
 Secretary. 
 
 President. 
 
4 
 
 [form of coupon.] 
 
 No. |. 
 
 On the first day of , 19 , Arkansaw Water Company 
 
 will pay to bearer, at bearer’s option, at its office or agency either in the 
 City of New York or of Chicago, dollars in gold coin, 
 
 without deduction for taxes, as specified in its First Mortgage Gold Bond 
 No. , being six months’ interest then due on said bond. 
 
 This coupon will not be payable if said bond shall have been called 
 for previous redemption. 
 
 • • * *.) 
 
 Treasurer. 
 
 [form of trustee’s certificate of authentication.] 
 
 This is to certify that this bond is one of the bonds described in the 
 within mentioned mortgage. 
 
 Continental and Commercial Trust and Savings Bank, 
 
 Trustee, 
 
 By 
 
 And whereas, the Board of Directors of the Company and the 
 stockholders holding all its outstanding stock have regularly authorized 
 the issue of said bonds and the making of this Indenture at meetings 
 thereof respectively duly convened and held; and 
 
 Whereas, all other things necessary to make the said bonds when 
 duly certified by the Trustee valid, binding and legal obligations of the 
 Company, and to make this Indenture a valid, binding and legal instru¬ 
 ment for the security thereof have been done and performed and the issue 
 of said bonds, as in this Indenture provided, has been in all respects duly 
 authorized: 
 
 Now, therefore, this indenture WITNESSETH: That Arkansaw 
 Water Company in consideration of the premises and of one dollar to it 
 
5 
 
 duly paid by the Trustee at or before the ensealing and delivery of these 
 presents, the receipt whereof is hereby acknowledged, in order to secure 
 the payment both of the principal and interest of the bonds aforesaid, 
 according to their tenor and effect, hath granted, bargained, sold, released, 
 conveyed, assigned, transferred, pledged, set over and confirmed, and by 
 these presents doth grant, bargain, sell, release, convey, assign, transfer, 
 pledge, set over and confirm unto Continental and Commercial Trust and 
 Savings Bank and Frank H. Jones, as Trustees and to their successors in 
 said trust and to their assigns forever, all the following described prop¬ 
 erties—that is to say: 
 
 I. 
 
 All and singular its water works system known as the water works 
 of the Arkansaw Water Company, situate in and near the cities of Little 
 Rock and Argenta and the Town of Pulaski Heights, in the County of *> 
 Pulaski, State of Arkansas, and all its real estate, rights and interests in 
 lands now owned or hereafter acquired and used in connection with said 
 water works system, together with all buildings and machinery thereon, 
 and all its pipes and mains, rights, privileges and franchises now held or 
 owned or hereafter acquired by it, and any and all other property and 
 estate, real, personal or mixed, now held or owned or which may hereafter 
 be acquired by said Arkansaw Water Company, and all its tolls, rents, 
 incomes and profits, together with all tenements, hereditaments and 
 appurtenances to any of the same belonging, and also all deeds, mortgages, 
 leases, contracts and all muniments of title to any and all of said real and 
 personal property and estate. 
 
 The lands at present hereby conveyed are situate in the County of 
 Pulaski, State of Arkansas, and are described as follows:— 
 
 Parcel One : All right, title and interest of the party of the first part 
 in and to all the following lands lying in the County of Pulaski and State 
 of Arkansas, to-wit:—The north half of the southeast quarter of the south¬ 
 west quarter: and the southwest quarter of the southwest quarter of 
 
6 
 
 Section tliirty-three (33) : and the southeast quarter of the southeast 
 quarter of Section thirty-two (32), all in Township Two (2), North, 
 Range Twelve (12) AVest. Being the same that was sold and conveyed 
 unto the Arkansaw AVater Company, hereinafter named, by Zeb Ward, 
 et ux, by deed bearing date February 26th, 1887 and recorded in Record 
 Book 19, page 89, and Deed dated November 21st, 1889 and recorded in 
 Deed Record 28, page 481, in the office of the Clerk of the Circuit Court 
 and Ex-Officio Recorder within and for said County. 
 
 Parcel Two : All right, title and interest of the party of the first 
 part in and to all the east fractional part of the northeast quarter of the 
 southwest quarter of Section Thirty-three (33), beginning at the south¬ 
 east corner of said tract and running thence west three and 50/100 chains, 
 thence north four chains, thence down the south bank of the Arkansas 
 River to the point of beginning, in Township Two (2) North, Range 
 Twelve (12) West, containing 70/100 acres. Being the same that was 
 sold and conveyed unto the x\rkansaw Water Company, hereinafter named, 
 by Zeb Ward et ux by Deed bearing date November 21st, 1889 and recorded 
 in Deed Book 28, page 482, in said office. 
 
 Parcel Three : All right, title and interest of the party of the first 
 
 part in and to all the following piece of land, described as follows:— 
 
 Beginning at point sixteen and ninety-four hundredths (16.94) chains 
 
 north of the quarter section corner on south side section thirty-three 
 
 (33) Township Two (2) N. Range twelve (12) AVest, and run north two 
 
 and thirty hundredths (2.30) chains to Arkansas River, thence down 
 
 south bank of said River, to point immediately east of beginning point, 
 
 and thence west one and ninety-two hundredths (1.92) chains to point of 
 
 beginning, containing twenty-two hundredths (0.22) of an acre more or 
 
 less. Being the same that was sold and conveyed unto the Arkansaw 
 
 AVater Company, hereinafter named, by Zeb Ward et ux, by deed bearing- 
 
 date December 1.9th, 1893, and recorded in Deed Book 42, page 450, in the 
 
 office of the Clerk of Circuit Court and Ex-Officio Recorder within and for 
 
 said Countv. 
 
 «/ 
 
7 
 
 Tlie foregoing tracts of real estate are those sold and conveyed unto 
 the party of the first part hereto under its former name and title “Home 
 Water Company” by the Arkansaw Water Company, now known as the 
 City of Little Rock Water Works Company, in and by its certain deed 
 dated January 13th, 1902, and recorded in Deed Record No. 69, page 
 350, in the office of the Clerk of the Circuit Court and Ex-Officio Recorder 
 within and for the County of Pulaski, in the State of Arkansas, on or 
 about the 24th day of February, 1902. 
 
 Parcel Four: One hundred and twenty-five feet off of tlie east end 
 
 / 
 
 of lots eleven (11) and twelve (12) in Block two hundred and 
 eighteen in the City of Little Rock, being the property sold and con¬ 
 veyed unto the party of the first part hereto by W. J. Turner, Agent, 
 in and by his certain deed dated January 6th, 1890, and recorded in the 
 office of said Clerk in Deed Book 29, page 275. 
 
 Parcel Five: Lots Ten (10), Eleven (11) and Twelve (12) in Block 
 Five (5) in East Argenta, Pulaski County, Arkansas, being the prop¬ 
 erty sold hnd conveyed unto the party of the first part hereto by Rudolph 
 Fink, et ux in and by their certain deed dated April 6th, 1894, and 
 recorded in said office in Deed Book 44, page 259. 
 
 Parcel Six: Lot six (6), Block Six (6) in East Argenta, located 
 on part of south 1/2 S. E. 1/4, Section 35, Township 2 North, Range 12 
 West, being the property sold and conveyed unto the party of the first 
 part hereto by Clay E. Smith in and by his deed dated July 18th, 1906, 
 and recorded in said office in Deed Book 91, page 214. 
 
 Parcel Seven : All right, title and interest of the party of the first 
 part hereto in and to a tract of land lying in the S. E. corner of the 
 S. W. 1/4 and in the S. W. cor. of the S. E. 1/4 of Sec. 34, T. 2 N., Range 
 12 W,, containing 11/4 acres more or less and described more fully as 
 follows: Commencing at a point on the township line 2370 feet W. of 
 the cor. of Secs. 34 and 35, Twp. 2 N., R. 12 W. (said point now in 
 
8 
 
 Arkansas River) thence N. 13 deg. 34' W. 180 feet, thence N. 61 deg. 19' 
 West 483 feet, thence S. 45 deg. 56 r W. 145 feet to the left bank of the 
 Arkansas River, thence in an easterly direction along the left bank of 
 the Arkansas River to the point of beginning, containing 11/4 acres 
 more or less, being the property mentioned or described in a certain 
 deed dated October 25th, 1900, and recorded in said office in Deed 
 Record 63, page 517. 
 
 Parcel Eight: All right, title and interest of the party of the first 
 part in and to that part of lots 29, 30, and 31 of Worthens Survey of 
 the S. E, 1/4 of Section 33 T. 2 N., R. 12 W. bounded as follows: Begin¬ 
 ning 5.05 chains north of the 1/4 Section corner on the south side of 
 said Section 33 and run north 11.89 chains to iron pin, thence East 2.50 
 chains to iron pin, thence along the Arkansas River bank to the N. E. 
 corner of Lot 29, thence S. 6 1/2 deg. W. 6.88 chains to S. E. corner of 
 tract, thence west 3.00 chains, thence N. 66 1/2 deg. W. 3.25 chains, 
 thence N. 74 1/4 deg. W. 6.00 chains and thence N. 63 1/2 Degrees W. 
 4.60 chains to point of beginning, containing 18.65 acres, being the prop¬ 
 erty described in a deed by Zeb Ward et ux, dated February 5th, 1890, 
 and recorded in said office in Record Book of Deeds 29, page 273, and 
 by W R. Worthen et ux by their certain deed dated February 9th, 1892 
 and recorded in said office in deed record 36, page 486. 
 
 Excepting therefrom and thereout, nevertheless, all that portion 
 thereof heretofore sold unto H. G. Bateman, by deed dated February 
 24th, 1892, and recorded in said office in Record Book of Deeds 36, page 
 551, said portion so sold and conveyed by said deed last mentioned being 
 described as follows, to-wit:— 
 
 Beginning at a point ten hundred and sixty (1060 ft.) East of the 
 1/4 Section corner on the South side of Section Thirty-three (33), Town¬ 
 ship 2 North, Range 12 West and run West 2.81 chains, thence north 
 six and one half (6^4) degrees east, about nine chains to the south bank 
 of the Arkansas River, thence down said River and along the South 
 bank thereof to the West boundary of the land conveyed by R. W. 
 
9 
 
 Worthen to the Directors of the Arkansas Deaf Mute Institute at or 
 near the northeast corner of Lot Twenty-nine (29) of Worthen’s sub¬ 
 division of the Southeast 1/4 Section Thirty-three (33) aforesaid, thence 
 South six and one-half (G 1 /?) degrees west, 6 88/100 chains to the point 
 of beginning. Said land is situated in Lot twenty-nine (29) of Worthen’s 
 subdivision aforesaid, and contains 3 01/100 acres more or less, leaving 
 the quantity of land last hereby conveyed 15.64 acres more or less. 
 
 Also a tract in S. 1/2 S. E. 1/4 S. W. 1/4 Section 33 T. 2 N., R. 12 
 W., beginning 5.05 chains north of 1/4 Section corner on south side 
 said Section 33 and run North 4.95 chains, thence W. 9.53 chains, thence 
 S. 62 1/2 degrees E. 10.74 chains to beginning, containing 2.40 acres, 
 lying and being north of the County Road. Said property last described 
 is contained, in the aforesaid last mentioned deed from Zeb Ward et ux, 
 dated February 5th, 1890. 
 
 Parcel Nine: Lot two (2) Block eleven (11) Park View Addition to 
 Little Rock, Arkansas, being the property sold and conveyed unto the 
 Arkansaw Water Company by G. M. Gadsby and wife by deed dated 
 December twenty-seventh, 1915, and recorded in said office, in and for 
 the County of Pulaski, in the State of Arkansas, on or about the 17 
 day of January, 1916. 
 
 Parcel Ten : A tract 125' square in the northeast quarter, southwest 
 quarter, Section Thirty-three (33) Township 2 North, Range 12 West, 
 Pulaski County, Arkansas, more particularly described as follows : 
 
 “Begin at a point on the east and west center line through the said 
 southwest quarter of Section 33, Nine hundred twenty-one and seventy- 
 six one hundredths feet (921.76') east of the stone corner at the center of 
 said southwest quarter Section 33, thence east One hundred twenty-five 
 (125) feet to the southeast corner of the tract in the name of W. F. Booth 
 described in Pulaski County Deed Record Book No. 113, Page 356; 
 thence North with the east line of said W. F. Booth tract 125 feet; thence 
 West one hundred twenty-five (125) feet; thence south One hundred 
 twenty-five (125) feet to point of beginning; containing 15,625 square 
 
10 
 
 feet”. And also all the leasehold interest of the Arkansaw Water Com¬ 
 pany in and to the premises described in the deed next hereinafter men¬ 
 tioned, and all easements, rights of way, privileges and options and 
 rights whatsoever thereby transferred to it, all of the property in this 
 Parcel Ten described, conveyed or transferred being that conveyed and 
 transferred unto the Arkansaw Water Company by the Capital City 
 Water Company in and by its deed dated the 18tli day of January, 
 1916, and recorded in said office, on or about the 18th day of January, 
 
 Also all buildings, stand pipes, reservoirs, wells, machinery, mains, 
 pipes, pipe lines, water works plants, tanks, shops, structures, equipment, 
 fixtures, engines, boilers, pumps, tools, meters, appliances and all other 
 apparatus which are now owned or may hereafter be acquired by the 
 Company. 
 
 III. 
 
 All corporate and other franchises, ordinances, permits, licenses, 
 rights, easements, rights of way, leases and leasehold interests, grants, 
 privileges and immunities belonging to or which may be hereafter owned, 
 held or enjoyed by the Company. 
 
 IY. 
 
 All other property of the Company, real and personal, which it now 
 owns or may hereafter acquire or in which it may have or acquire any 
 interest. 
 
 Together with all and singular the tenements, hereditaments and 
 appurtenances belonging or in any wise appertaining to the aforesaid 
 property or any part thereof; with the reversion and reversions, remain¬ 
 der and remainders, tolls, rents, revenues, issues, income, product and 
 profits thereof, and all the estate, right, title, interest and claim what¬ 
 soever, at law as well as in equity, which the Company now has or may 
 hereafter acquire in and to the aforesaid property and franchises and 
 every part and parcel thereof. 
 
11 
 
 Specifically reserving and excepting, however, from the lien of this 
 Indenture, all accounts receivable, bills receivable, cash on hand or in 
 bank, investments of reserve funds, and such funds themselves in what¬ 
 soever form they may assume, choses in action, contracts, shares of stock 
 and bonds, provided, however, and it is hereby expressly agreed, that if (1) 
 default shall be made in the payment of any interest on any bond hereby 
 secured, and such default shall continue for ninety days, or (2) 
 default shall be made in the payment of any principal hereby secured, 
 or (3) default shall be made hereunder by the Company in the observ¬ 
 ance or performance of any other of the covenants, agreements or 
 conditions on its part in this Indenture contained, and such default shall 
 continue for ninety days after written notice to the Company by the 
 Trustees or by any holder of the bonds hereby secured and then outstand¬ 
 ing, then and in every such event, all the following property then held, 
 owned and possessed by the Company, viz.: all accounts receivable, bills 
 receivable, cash on hand and in bank, investments of reserve funds and 
 such funds themselves, in whatsoever form they shall then be, choses in 
 action, contracts, and all shares of stock and bonds, shall forthwith 
 become and be subject to the lien of this Indenture, and each of them or 
 the evidences thereof, shall on demand be delivered to the Trustees. 
 
 To have and to hold all said properties, real and personal, mort¬ 
 gaged and conveyed by the Company as aforesaid or intended so to be, 
 unto the Trustees and their successors and assigns forever; 
 
 In trust, nevertheless, upon the terms and trusts herein set forth, 
 for those who shall hold the bonds and coupons issued and to be issued 
 hereunder, or any of them, without preference of any of said bonds and 
 coupons over any others thereof by reason of priority in the time of the 
 issue, maturity or negotiation thereof, or otherwise howsoever. 
 
 It is hereby covenanted, declared and agreed, by and between the 
 parties hereto, that all such bonds and coupons are to be issued, certi¬ 
 fied and delivered, and that all property subject or to become subject 
 
12 
 
 hereto is to be held subject to the further covenants, conditions, uses and 
 trusts hereinafter set forth, and the Company, for itself and its suc¬ 
 cessors, doth hereby covenant and agree to and with the Trustees, for 
 the benefit of those who shall hold said bonds and interest coupons, or 
 any of them, as follows: 
 
 ARTICLE I. 
 
 Execution and Issue of Bonds. 
 
 Section 1. This Indenture creates a continuing lien to secure the full 
 and final payment of the principal and interest of all bonds which may, 
 from time to time, be made, authenticated and delivered hereunder. The 
 amount of bonds which may be so made, authenticated and delivered here¬ 
 under is not limited except as hereinafter specifically set forth, and except 
 that the amount of bonds issued and outstanding hereunder shall at no 
 time exceed the limit of indebtedness of the Company as fixed from 
 time to time by its stockholders or the amount permitted by law. All 
 bonds issued under and in pursuance of this Indenture and at any time 
 outstanding shall in all respects be equally and ratably secured hereby 
 without preference, priority or distinction on account of the actual time or 
 times of the issue of the said bonds or of any of them, so that all bonds at 
 any time issued and outstanding hereunder shall have the same right, lien 
 and preference under and by virtue of this Indenture, and shall all be 
 equally secured hereby, with like effect as if they had all been made, issued 
 and certified simultaneously on the date hereof, whether the same, or any 
 of them, shall actually be sold or disposed of at such date, or whether they, 
 or any of them, shall be sold or disposed of at some future date, or whether 
 they, or any of them, shall have been authorized to be issued under the 
 provisions of Section 2 of this Article I, or may be authorized to be issued 
 hereafter pursuant to the provisions of Section 3, Section 4, or Section 5, 
 of this Article I. 
 
 Section 2. Bonds for the aggregate principal amount of one million 
 four hundred thousand dollars ($1,400,000), being bonds of Series A, 
 
13 
 
 bearing interest at the rate of 6% per annum and maturing November 1, 
 1930, in such denominations as the Board of Directors of the Company 
 may determine, shall forthwith be executed by the Company and delivered 
 to the Corporate Trustee and shall be authenticated by the Corporate 
 Trustee, and delivered (either before or after the filing or recording 
 hereof), in accordance with the order or orders of the Company, evi¬ 
 denced by a writing or writings signed by its President or a Vice- 
 President and Treasurer or Assistant Treasurer. 
 
 Section 3. Bonds for the aggregate principal amount of one hun¬ 
 dred and fifty thousand dollars ($150,000) shall from time to time be 
 executed by the Company and delivered to the Corporate Trustee and 
 shall be from time to time authenticated by the Corporate Trustee and 
 delivered to the Company, provided the net earnings of the Company, cal¬ 
 culated as hereinafter provided, for twelve consecutive calendar months 
 within the fourteen calendar months immediately preceding any appli¬ 
 cation for authentication and delivery of such bonds, shall be, in the 
 aggregate, not less than one and three-quarters times the interest charge 
 for a like period upon all bonds already outstanding under this Inden¬ 
 ture and those applied for. Bonds are to be authenticated and deliv¬ 
 ered under this Section upon receipt by the Corporate Trustee of: 
 
 (A) A copy of a resolution certified to have been adopted by the 
 Board of Directors of the Company requesting the Corporate Trustee to 
 authenticate and deliver such bonds, specifying the principal amount of 
 bonds called for, and their denominations, series letter, form, interest 
 rate, maturity and redemption provisions, and naming the officer or 
 officers of the Company to whom such bonds shall be delivered; 
 
 (B) A certificate signed by the Treasurer or an Assistant Treasurer 
 of the Company which shall state the net earnings of the Company for 
 a period of twelve consecutive calendar months within the fourteen 
 calendar months immediately preceding the application for autlientica 
 tion and delivery of said bonds, showing how the same have been cal- 
 
14 
 
 ciliated and to that end specifying the gross earnings and also the 
 respective amounts charged to the different distributive groups of 
 operating expenses, the net earnings to be computed by deducting from 
 the Company’s gross earnings its operating expenses, including all 
 expenditures for taxes, rentals, repairs, current maintenance, and insur¬ 
 ance, but not deducting any charges made against surplus account for 
 renewals, replacements, or depreciation, provided, however, that the 
 amount included in operating expenses and deducted from gross earn¬ 
 ings for repairs and current maintenance shall in no case be less than an 
 amount equal to six per cent, of gross earnings. 
 
 Section 4. From time to time hereafter the Company, in addition 
 to the bonds authorized to be issued under the provisions of Sections 2 
 and 3 of this Article I may sign, seal and deliver to the Trustee and the 
 Trustee shall thereupon authenticate and deliver to the Company addi¬ 
 tional bonds hereby secured, when the Company shall have made any 
 permanent improvements, extensions or additions to or about its plants 
 or property, after the date of this Indenture (including any new or 
 additional property acquired or constructed, but not including shares 
 of stock, bonds, or other securities, or permanent improvements, exten¬ 
 sions, or additions acquired or constructed as substituted property under 
 the provisions of this Indenture with reference to the release of property 
 from the lien hereof or with the proceeds of any property so released, 
 or with insurance moneys received in payment of losses or with any 
 moneys set aside or expended under the provisions of Article VI of 
 this Indenture, provided, that the net earnings of the Company, cal¬ 
 culated as hereinafter provided, for twelve consecutive calendar months 
 within the fourteen calendar months immediately preceding any appli¬ 
 cation for authentication and delivery of bonds, shall be, in the aggre¬ 
 gate, not less than one and three-quarters times the interest charge 
 for a like period upon ail bonds already outstanding under this Inden¬ 
 ture and those applied for. Bonds are to be certified and delivered 
 under this Section only for an amount of principal equal to eighty 
 
15 
 
 per cent. (80%) of the actual cash cost and fair value to the Com¬ 
 pany of such permanent improvements, extensions or additions, and 
 only upon receipt by the Corporate Trustee of: 
 
 (A) A copy of a resolution certified to have been adopted by the 
 Board of Directors of the Company requesting the Corporate Trustee to 
 authenticate and deliver bonds, specifying the principal amount of bonds 
 called for, and their denominations, series letter, form, interest rate, 
 maturity, and redemption provisions, and stating the actual cash cost 
 to the Company of the permanent improvements, extensions, or additions 
 included in the certificate next hereinafter mentioned, and naming the 
 officer or officers of the Company to whom such bonds shall be delivered; 
 
 (B) A certificate signed by the President or a Vice-President of the 
 Company and by an engineer appointed by its Board of Directors and 
 approved by the Trustees, stating in substance as follows: 
 
 (a) that in addition to the property possessed by the Company at 
 the date of this Indenture, the Company has constructed or acquired 
 certain permanent improvements, extensions or additions to or about 
 its plant and property (to be described in the certificate with reasonable 
 detail) and that such property is desirable in the profitable conduct of 
 the business of the Company; 
 
 (b) that the Company has actually expended upon such permanent 
 improvements, extensions or additions the amount stated in the above- 
 mentioned resolution of the Board of Directors as the actual cash cost 
 thereof and that the amount so expended was not, in the signers’ opinion, 
 in excess of the fair value to the Company of such permanent improve¬ 
 ments, extensions or additions; 
 
 (c) that no part of such permanent improvements, extensions or 
 additions, specified in such certificate, have been included in any pre¬ 
 ceding certificate made the basis of any other issue of bonds hereunder 
 or of the withdrawal of any money held by the Trustees, or have been 
 acquired as substituted property under the provisions of this Indenture 
 
16 
 
 ♦ 
 
 with reference to the release of property from the lien hereof or with 
 insurance moneys or moneys set aside or expended under the pro¬ 
 visions of Article VI of this Indenture. 
 
 i 
 
 (d) the net earnings of the Company for a period of twelve consecu¬ 
 tive calendar months within the fourteen calendar months immediately 
 preceding the application for authentication and delivery of bonds, show¬ 
 ing how the same have been calculated, and to that end specifying the 
 gross earnings and also the respective amounts charged to the different 
 distributive groups of operating expenses ; the net earnings of the Com¬ 
 pany to be computed by deducting its operating expenses, including all 
 expenditures for taxes, rentals, repairs, current maintenance, and insur¬ 
 ance, from its gross earnings, but not deducting any charges made against 
 surplus account for renewals, replacements, or depreciation, provided 
 however that the amount included in operating expenses and deducted 
 from gross earnings for repairs and current maintenance shall in no case 
 be less than an amount equal to six per cent, of gross earnings. 
 
 ( e ) that the Company is not, to the knowledge of the signers, in 
 default in the performance of any of the terms or covenants of this 
 Indenture. 
 
 ( C ) Such instruments of conveyance, assignment and transfer as 
 may be necessary, in the opinion of counsel (who may be of counsel to 
 the Company) selected by the Board of Directors of the Company and 
 approved by the Trustees, to vest in the Trustees, to hold as part of the 
 mortgaged property hereunder, all the right, title and interest of the 
 Company in and to any property with respect to which the authentication 
 of bonds shall be requested, or the opinion of such counsel that no such 
 instruments are necessary for such purposes, and also the opinion of such 
 counsel to the effect that the Company has title to such property, forming 
 the basis of such issue of bonds, subject to no deed of trust, mortgage, lien, 
 charge or incumbrance thereon or affecting the title thereto, prior to this 
 Indenture, except taxes for the then current year. 
 
17 
 
 Whenever under the provisions of this Indenture the gross and 
 net earnings of the Company are required to be computed for a stated 
 period, and any of the property of the Company shall have been owned 
 by it during a part but not during the whole of such period, then and in 
 every such case the gross and net earnings of such property during 
 such part of such period as shall have preceded the acquisition thereof by 
 the Company, shall be treated as gross and net earnings of the Com¬ 
 pany for such part of such period for the purposes of this Indenture and 
 shall be computed on the basis hereinbefore provided. 
 
 Permanent improvements, extensions and additions in process of 
 construction or erection and so far as actually constructed or erected 
 and paid for, and placed under the lien of this Indenture, shall be 
 deemed permanent improvements, extensions and additions within the 
 meaning of this Article. 
 
 Section 5. From time to time hereafter the Company, in substitu¬ 
 tion for and in place of any bonds theretofore issued under any of the 
 provisions of this Indenture, may sign, seal and deliver to the Corporate 
 Trustee and the Corporate Trustee shall thereupon authenticate and 
 deliver to the Company bonds hereby secured, in principal amount equal 
 to that of the bonds in substitution for and in place of which such new 
 bonds are signed, sealed and delivered, upon receipt by the Corporate 
 Trustee of: 
 
 (A) A copy of a resolution certified to have been adopted by the 
 Board of Directors of the Company requesting the Corporate Trustee to 
 authenticate and deliver bonds, specifying the principal amount of bonds 
 called for, and their denominations, series letter, form, interest rate, 
 maturity, and redemption provisions, and likewise specifying the prin¬ 
 cipal amount of bonds in substitution for and in place of which such 
 new bonds are to be issued, and their series letter, serial numbers, and 
 maturity, and naming the officer or officers of the Company to whom 
 such new bonds shall be delivered; 
 
18 
 
 (B) An amount of cash equal to the principal amount with interest 
 thereon to maturity of all bonds in substitution for and in place of 
 which such new bonds are to be issued, provided, however, that in lieu 
 of the deposit of cash against the principal and interest of any par¬ 
 ticular bond or bonds, the Company may surrender such bond or bonds 
 for cancellation with all unmatured coupons thereto appertaining. 
 
 Section 6. The resolution, certificates and other instruments provided 
 for in this Article may be accepted by the Trustees as satisfactory and 
 conclusive evidence as to the statements therein contained and shall be 
 full authority to the Trustees for the authentication and delivery of 
 bonds; but before authenticating and delivering an instalment of bonds 
 the Trustees may, in their discretion, and shall, if requested in writing 
 so to do by the holders of not less than five per cent, of the bonds then 
 outstanding hereunder and furnished with security and indemnity satis¬ 
 factory to them, cause to be made such independent investigation as they 
 may see fit, and, in that event, may decline to authenticate or 
 deliver such instalment of bonds unless satisfied by such investigation 
 of the truth and accuracy of the matters so investigated. The expense 
 of such investigation shall be paid by the Company, or if paid by the 
 Trustees shall be repaid by the Company upon demand. 
 
 Section 7. The bonds and coupons to be secured hereby shall be 
 substantially of the tenor and effect hereinbefore recited, except that at 
 the election of the Board of Directors of the Company, expressed from 
 time to time by resolution, (1) bonds may be issued in denominations of 
 $1000, $500, and $100; and (2) shall bear interest at such rate or rates, 
 and shall be redeemable at such redemption price and shall be payable at 
 such time (not, however, earlier than November 1, 1930) as may be fixed 
 and determined by the Board and designated in said bonds when issued. 
 The initial issue of bonds hereunder shall consist of $1,400,000 principal 
 amount of bonds of Series A; they shall bear interest at the rate of six 
 per cent. (6%) per annum, shall mature November 1, 1930, and shall 
 be redeemable at par and accrued interest and a premium of five per 
 
19 
 
 cent. (5%) on par on any interest date to and including November 1, 
 1925, and at par and accrued interest and a premium of two per cent. 
 (2%) on par thereafter. 
 
 No bond shall be secured hereby unless there shall be endorsed 
 thereon the certificate of the Corporate Trustee substantially in the form 
 hereinbefore recited, stating that such bond is one of the bonds (or 
 temporary bonds) herein described; and such certificate shall be con¬ 
 clusive evidence that the bond upon which it is endorsed is duly issued 
 and is secured hereby. 
 
 The bonds issued hereunder may be issued in series, and the bonds 
 of each series shall be designated by a distinguishing letter or letters 
 of the English alphabet. All bonds of any one series at any time simul¬ 
 taneously outstanding, shall be identical in respect of the interest rate, 
 redemption provisions, and maturity, but bonds of the same series 
 may be of different denominations. Irrespective of the series letter or 
 letters, the bonds for $1000 each shall be numbered consecutively from 
 1 upwards, the bonds for $500 each from D1 upwards and the bonds 
 for $100 each from Cl upwards. 
 
 Any of the bonds at any time issued under this Indenture may, 
 from time to time, at the request of the Company, be exchanged for other 
 bonds of some one or more other series or of the same series issuable 
 hereunder of an equal aggregate principal amount, and the Corporate 
 Trustee, upon the request of the Company, shall authenticate and deliver 
 bonds as specified in such request for the purpose of such exchange. In 
 case of any such exchange, the Corporate Trustee shall forthwith cancel 
 the surrendered bond or bonds and the accompanying coupons, and, on 
 its written request, deliver the same to the Company. 
 
 Any holder of any bond secured hereby shall have the privilege at 
 any time before maturity of exchanging any bond or bonds held by him 
 for other bonds of the same maturity and interest rate, but of different 
 denomination, and such exchange shall be made by the Company without 
 expense to the holder on the tender for cancellation of the bond or bonds 
 so desired to be exchanged. 
 
20 
 
 Section 8. The Company shall keep at its office or agency in the 
 City of New York, and in the City of Chicago and at such other place or 
 places, if any, as shall be designated in any bond issued hereunder, books 
 for the registration and transfer of bonds issued hereunder, which, at 
 all reasonable times, shall be open for inspection by the Trustees or by 
 the holder of any bond issued hereunder; and, upon presentation for 
 such purpose at any such office or agency, the Company will register 
 or cause to be registered therein the ownership of any bond issued under 
 this Indenture and entitled to registration at such office, such registra¬ 
 tion being noted on the bond. After such registration no transfer shall 
 be valid unless made on the said books by the registered owner in person, 
 or by his duly authorized attorney, and similarly noted on the bond; 
 but the bond may be discharged from registration by being in like 
 manner transferred to bearer, and thereupon transferability by delivery 
 shall be restored; and such bond may again, from time to time, be regis¬ 
 tered, or transferred to bearer, as before. Such registration, however, 
 shall not affect the negotiability of the coupons, but every such coupon 
 shall continue to be transferable by delivery merely, and shall remain 
 payable to bearer. 
 
 Section 9. All the bonds issued hereunder shall, from time to time, 
 be executed on behalf of the Compan}^ by its President or one of its Vice- 
 Presidents and its corporate seal shall be thereunto affixed and attested 
 by its Secretary or one of its Assistant Secretaries. The coupons to be 
 attached to the bonds shall bear the fac-simile signature of the present 
 Treasurer of the Company. 
 
 In case any of the officers who shall have signed and sealed any bonds 
 or attested the seal thereon, shall cease to be such officers of the Company 
 before the bonds so signed and sealed shall have been actually authenti¬ 
 cated by the Trustee or delivered by the Company, such bonds never¬ 
 theless may be issued, authenticated and delivered with the same force 
 and effect as though the person or persons who signed and sealed such 
 bonds had not ceased to be such officer or officers of the Company. 
 
21 
 
 Before authenticating any bonds the Trustee shall cut off, cancel 
 and deliver to the Company all matured coupons thereon. 
 
 Section 10. Until permanent bonds are ready for delivery, there 
 may be issued, authenticated and delivered in lieu of any thereof, 
 temporary printed bonds in bearer form substantially of the tenor of 
 the bonds hereinbefore described and of the same denominations and bear¬ 
 ing the same serial numbers, except that no coupons shall be attached 
 thereto, and until exchanged for permanent bonds, such temporary bonds 
 shall be entitled to the lien and benefit of this Indenture. Upon such 
 exchange, which the Company shall make at its own expense and without 
 making any charge therefor, such temporary bonds shall be destroyed by 
 the Corporate Trustee, and upon the exchange of all said bonds a certifi¬ 
 cate of such destruction shall be delivered to the Company. When and as 
 interest is paid upon temporary bonds, the fact of such payment shall be 
 noted thereon. The Company shall proceed with all reasonable diligence 
 to execute and deliver said permanent bonds. 
 
 Section 11. Upon receipt by the Company and the Corporate Trustee 
 of evidence satisfactory to them, of the loss, destruction or mutilation of 
 any outstanding bond hereby secured, and of indemnity satisfactory to 
 them, and upon surrender and cancellation of such bond if mutilated, the 
 Company may execute, and the Corporate Trustee may authenticate and 
 deliver, a new bond of the same series and of the like tenor bearing the 
 same serial number, to be issued in lieu of such lost, destroyed or muti¬ 
 lated bond. 
 
 Section 12. As to all bonds registered as to principal, the person in 
 whose name the same shall be registered shall be deemed and regarded 
 as the owner thereof, for all purposes of this Indenture, and thereafter 
 payment of or on account of the principal of such bond, shall be made 
 only to or upon the order in writing of such registered holder thereof, 
 but such registration may be changed as above provided. All such 
 payments shall be valid and effectual to satisfy and discharge the liability 
 
22 
 
 upon such bonds to the extent of the sum or sums so paid. The Com¬ 
 pany and the Trustees may deem and treat the bearer of any bond, which 
 shall not at the time be registered as to principal, and the bearer of 
 any interest coupon, whether the bond to which the same appertains shall 
 be registered or not, as the absolute owner of such bond or coupon for 
 the purpose of receiving payment thereof, and for all other purposes 
 whatsoever, and the Company and the Trustees shall not be affected by 
 any notice to the contrary. 
 
 ARTICLE II. 
 
 Particular Covenants of the Company. 
 
 The Company hereby covenants and agrees: 
 
 Section 1. That it is lawfully seized and possessed of all its afore¬ 
 said mortgaged premises, property, rights, privileges and franchises and 
 that it has good right and lawful authority to mortgage the same as 
 provided in and by this Indenture. 
 
 Section 2. That it will pay the principal and interest of all the 
 bonds duly issued hereunder, according to the terms thereof and, so far 
 as it may lawfully contract to do so, without deduction for any taxes, 
 assessments or other governmental charges which the Company may be 
 required to pay thereon, or authorized to retain therefrom under any 
 present or future law or requirement of the United States of America, 
 or any State, county, municipality or other governmental subdivision 
 thereof, the Company hereby agreeing, so far as it lawfully may, to pay 
 all such taxes, assessments and other charges. As the coupons annexed 
 to said bonds are paid they shall be cancelled. Coupons shall not be 
 kept alive after maturity by extension thereof nor by the purchase 
 thereof, by or on behalf of the Company. No coupon belonging to any 
 bond hereby secured, which in any way, at or after maturity, shall have 
 been transferred or pledged, separate or apart from the bond to which 
 it relates, or which shall in any manner have been kept alive after 
 
23 
 
 maturity by extension or by tbe purchase thereof by or on behalf of the 
 Company, shall be entitled, in case of a default hereunder, to any benefit 
 of or from this Indenture, except after the prior payment in full of the 
 principal of the bonds issued hereunder and of all coupons and interest 
 obligations not so transferred, pledged, kept alive or extended. 
 
 Section 3. That it will maintain an office or agency in each of the 
 Cities of Chicago and New York, while any of said bonds are outstand¬ 
 ing, where notices, presentations and demands to or upon it in respect 
 of said bonds or their coupons may be given or made, and for the pay¬ 
 ment of the principal and interest thereof and that it will keep on file 
 with the Corporate Trustee a written statement showing the location of 
 the offices or agencies so from time to time maintained by it. 
 
 Section 4. That it will duly pay and discharge, as the same shall 
 become due and payable, all real estate and personal taxes, assessments 
 and governmental and other charges lawfully levied and imposed by 
 any state, county or municipality upon the mortgaged premises, includ¬ 
 ing the franchises, earnings and business of the Company; and that it 
 will not suffer any mechanic’s, laborer’s, statutory or other lien which 
 might or could be held to be prior to the lien of this Indenture, to be 
 created or to remain outstanding upon the mortgaged property, or any 
 part thereof; provided, however, that nothing contained in this Inden¬ 
 ture shall require the Company to pay such tax, assessment, lien or 
 charge so long as the Company in good faith shall contest the validity 
 thereof, provided the security afforded by this indenture shall not be 
 endangered by any sale or otherwise on account of any such tax or lien 
 so contested. 
 
 Section 5. That it will keep all the property which is at any time 
 covered by this Indenture, which is not fireproof and which is of a char¬ 
 acter usually insured by companies similarly situated, insured against 
 loss or damage by fire, to a reasonable amount, by reputable insurance 
 
 companies, any one loss in excess of $5,000 to be made payable to the 
 
24 
 
 Trustees as their interest may appear. The proceeds of a'ny insurance on 
 any part of its mortgaged property, which may be received by the Trustees 
 shall he held and applied by the Corporate Trustee as hereinafter pro¬ 
 vided in Article V of this Indenture. 
 
 Section 6. That it will at all times maintain, preserve and keep its 
 property mortgaged hereunder, and every part thereof, with the appur¬ 
 tenances and every part and parcel thereof, in thorough repair, working 
 order and condition, and from time to time make all needful and proper 
 repairs, so that at all times the value of the security for the bonds issued 
 hereunder and the efficiency of its property hereby mortgaged shall be 
 fully preserved and maintained, and, subject to the provisions hereof, 
 will maintain, preserve and renew all the rights, powers, privileges, 
 and franchises by it owned. 
 
 Section 7. That if it shall fail to perform any of the covenants con¬ 
 tained in Sections 4, 5 and 6 of this Article II, the Trustees, or any 
 receiver appointed hereunder, may make advances to perform the same 
 in its behalf; and it hereby agrees to repay all sums so advanced in 
 its behalf, on demand, with interest at six per cent, per annum after 
 demand, and all sums so advanced with interest as aforesaid shall be 
 secured hereby, having the benefit of the lien hereby created in priority 
 to the indebtedness evidenced by said bonds and coupons; but no such 
 advance shall be deemed to relieve the Company from any default 
 hereunder. 
 
 Section 8. That it will cause this Indenture at all times to be kept 
 recorded and filed as a mortgage, both of real estate and of personal 
 property, in such manner and in such places as may be required by law 
 in order to fully preserve and protect the security of the bondholders 
 and all rights of the Trustees. 
 
 Section 9. That it will, upon reasonable request, execute and de- 
 liver such further instruments and do such further acts as may be 
 
25 
 
 necessary or proper to carry out more effectually the purposes of this 
 Indenture, especially to make subject to the lien hereof any property now 
 owned or hereafter acquired by it (except the property hereinbefore 
 specifically excepted from the lieu hereof), and to transfer to any new 
 trustee or trustees the estate, powers, instruments and funds held in 
 trust hereunder. 
 
 Section 10. That it will not at any time prior to November 1, 1918, 
 permit the aggregate of its floating or unfunded indebtedness to parties 
 other than American Water Works and Electric Company, Inc., and the 
 subsidiary corporations of said American Company to exceed an amount 
 equal to forty per cent. (40%) of its gross earnings during the preceding 
 fiscal year and that at no time thereafter and prior to November 1, 1930, 
 shall such indebtedness exceed twenty-five per cent. (25%) of such gross 
 earnings. 
 
 Section 11. That it will at any and all times upon the written 
 request of the Trustees: 
 
 (a) permit the Trustees by their agents and attorneys to examine 
 all the Company’s books of account, records, reports and other papers, 
 and to take copies and extracts therefrom; 
 
 (b) furnish to the Trustees a detailed and true balance sheet show¬ 
 ing accurately the financial condition of the Company; a full and de¬ 
 tailed statement of its earnings and expenses given month by month 
 for and during a period of at least twelve months prior to the date of 
 such request; and a full, complete and detailed schedule of the items of 
 property covered by the lien hereof or intended so to be, as the Trustees 
 may request. 
 
 The Trustees are, however, under no duty to make any such exami¬ 
 nation or to require any such balance sheet, statement or schedule. 
 
 Section 12. That it will not issue, or permit to be issued, any 
 bonds hereby secured in any manner other than in accordance with the 
 provisions of this Indenture. 
 
26 
 
 ARTICLE III. 
 
 Redemption of Bonds. 
 
 Tlie Company, at its option, may from time to time redeem all or 
 any of the bonds issued hereunder, on any interest day, at the redemption 
 price specified therein respectively, with accrued interest to the redemp¬ 
 tion day, and in the case of any series of bonds, the bonds may specify 
 that until a date to be fixed in said bonds they shall be redeemable at a 
 certain price and thereafter at another price; provided that in case of 
 redemption of a part only of said bonds, the particular bonds to be 
 redeemed shall be selected by the Corporate Trustee by lot; and provided 
 also that notice of intention to redeem shall be given, by or on behalf 
 of the Company, by publication at least once a week for four successive 
 weeks immediately preceding said date fixed for redemption in one news¬ 
 paper of general circulation published in each of the cities of New York, 
 Chicago and Little Rock, Arkansas. Before such redemption day speci¬ 
 fied in such notice, the Company shall deposit with the Corporate Trustee 
 an amount sufficient to redeem the bonds so designated for redemption, 
 to be held for account of the holders thereof, and to be paid to them respec¬ 
 tively upon presentation and surrender of said bonds; and after such 
 redemption day and such deposit such bonds shall cease to bear interest, 
 and such bonds shall cease to be entitled to the lien of this Indenture, and 
 the coupons for interest maturing subsequent to that day shall be void. 
 
 All bonds so redeemed or otherwise purchased by the Trustees at 
 the request of the Company under any provision of this Indenture shall 
 forthwith be canceled, and the Corporate Trustee shall note hereon or on 
 one of the originals hereof the fact of such cancellation, and thereupon 
 
 deliver the bonds so canceled to the Company. 
 
 * 
 
 ARTICLE IY. 
 
 Possession, Use and Release of Mortgaged Property. 
 
 Section 1. While not in default in the payment of the principal 
 or interest on any bond hereby secured, or in respect to any of the 
 
27 
 
 covenants, agreements or conditions on its part in this Indenture con¬ 
 tained, the Company 
 
 1. Shall be suffered and permitted to possess, use and enjoy 
 all the franchises, rights and property conveyed by this Indenture 
 (other than moneys and securities which are expressly required to 
 be deposited with the Corporate Trustee), and to receive and use the 
 rents, issues, income, product, and profits thereof; 
 
 2. May sell or otherwise dispose of, without any release by the 
 Trustees, free from the lien of this Indenture, {a) any machinery, 
 equipment, tools or implements upon replacing the same with new 
 machinery, equipment, tools or implements, of value at least equal 
 to the original value of that so disposed of, and (b) any materials 
 or supplies; 
 
 3. May, at any time and from time to time, without any release 
 by the Trustees, surrender or assent to the modification of any 
 franchise which it may hold* or under which it may be operating, 
 provided, that (a) in the event of any such modification, the fran¬ 
 chise, as modified, shall, in the opinion of counsel, authorize the 
 continuance of the same or an extended business in the same or an 
 extended territory during the same or an extended or unlimited 
 period of time, or (b) in the event of any such surrender, the Com¬ 
 pany shall receive in exchange a new franchise, license or permit 
 which, in the opinion of counsel, shall authorize it to do the same 
 or an extended business in the same or an extended territory dur¬ 
 ing the same or an extended or unlimited period of time, or that 
 after the surrender of any such franchise, the Company shall still, 
 under some other franchise, license or permit (subject to the lien 
 of this Indenture, and free from any liens prior thereto, except 
 taxes for the then current year), have the right, in the opinion of 
 counsel, to conduct the same or an extended business in the same 
 or an extended territory during the same or an extended or un¬ 
 limited period of time. The words “the opinion of counsel” as used 
 
28 
 
 in this subdivision 3 of this Section, mean and shall be construed 
 to mean the written opinion, filed with the Company and with the 
 Corporate Trustee, of counsel (who may be of counsel to the Com¬ 
 pany) appointed by the Board of Directors of the Company and 
 approved by the Trustees. 
 
 Section 2. The Company may sell or otherwise dispose of any other 
 of its property at any time covered hereby, and the Trustees shall 
 release the same from the lien hereof upon receipt by the Corporate 
 Trustee of: 
 
 1. A copy of a resolution certified to have been adopted by the 
 Board of Directors of the Company, requesting such release; 
 
 2. A certificate signed by the President or a Vice-President of 
 the Company and by an engineer appointed by the Board of 
 Directors of the Company, and approved by the Trustees, stating in 
 substance as follows: 
 
 (a) that the retention of such property is no longer desira¬ 
 ble in the conduct of the business of the Company, and that the 
 security hereby afforded will not be impaired by its release, and 
 
 (b) that the Company has sold or exchanged, or contracted 
 to sell or exchange, the property so to be released for a con¬ 
 sideration representing, in the opinion of the signers, its full 
 value to the Company, which consideration may be (1) cash, 
 or (2) partly cash and partly obligations secured by purchase 
 money mortgage upon the property released, or (3) any other 
 property which could be made the basis of an issue of bonds 
 under Section 4 of Article I hereof; such consideration to be 
 set out in reasonable detail in such certificate; 
 
 3. Any money or obligations stated in said certificate to have 
 been received or contracted for in consideration for any such release; 
 and if real estate or other property is included in the considera¬ 
 tion for such release, deeds or other instruments of conveyance, 
 
29 
 
 assignment or transfer sufficient, in the opinion of counsel herein¬ 
 after referred to, to subject the same to the lien of this Indenture; 
 
 4. An opinion of counsel (who may be of counsel to the Com¬ 
 pany) appointed by the Board of Directors of the Company and 
 approved by the Trustees, to the effect that any obligations included 
 in the consideration for such release are, in his or their opinion, 
 valid obligations, and that any purchase money mortgage securing 
 the same is sufficient to afford a first lien upon the property to be 
 released, and that any deeds or other instruments of conveyance, 
 assignment or transfer covering any property included in the con¬ 
 sideration for such release, are sufficient to subject the same to the 
 lien of this Indenture, free from any liens prior hereto except taxes 
 for the then current year; or an opinion of such counsel to the 
 effect that no instruments of conveyance, assignment or transfer 
 are necessary to vest in the Company the consideration received for 
 such release, or to subject the same to the lien of this Indenture. 
 
 Provided, however, that the water works system and plant of the 
 Company in the City of Argenta (known as its Argenta plant), shall 
 not be released from the lien hereof unless at the time of any such release 
 there shall be paid to the Corporate Trustee in consideration thereof, at 
 least the sum of $250,000 in cash, and, if the consideration actually 
 received by the Company upon any such sale of the Argenta plant shall 
 be less than the sum of $250,000, the Company shall not be entitled to a 
 release of said plant from the lien of this Indenture until it shall have 
 made up and deposited with the Trustee the necessary balance of said 
 sum out of its other funds. This proviso, however, shall have no applica 
 tion to releases requested by the Company of any specific parcel of real 
 estate forming a part of said Argenta plant of the Company, but not 
 affecting the substantial value or use of the said Argenta plant. 
 
 The resolutions and certificates, and the instruments and opinions 
 hereinbefore provided for, shall be full authority to the Trustees for mak¬ 
 ing any such release; but before making any such release the Trustees 
 
30 
 
 may, in their discretion, and shall, if requested in writing so to do by the 
 holders of not less than five per cent, in amount of the outstanding 
 bonds and furnished with security and indemnity satisfactory to them, 
 cause to be made such independent investigation as they may see fit, 
 and, in that event may decline to take action unless satisfied by such 
 
 f 
 
 investigation of the truth and accuracy of the matters so investigated. 
 
 i 
 
 The expense of any such investigation shall be paid by the Company, or 
 if paid by the Trustees, shall be repaid by the Company upon demand, 
 with interest after demand at the rate of six per cent, per annum. 
 
 Any new property acquired by the Company by exchange or pur¬ 
 chase, to take the place of any property released hereunder, shall forth¬ 
 with and without further conveyance become subject to the lien of and 
 be covered by this Indenture; but if requested by the Trustees the Com¬ 
 pany shall convey the same to the Trustees by proper deeds upon the 
 trusts and for the purposes of this Indenture. 
 
 Section 3. In case the mortgaged property shall be in the posses¬ 
 sion of a receiver, lawfully appointed, the powers hereinbefore conferred 
 upon the Company with respect to the sale or other disposition of prop¬ 
 erty covered hereby may be exercised by such receiver with the consent 
 of the Trustees but not otherwise; and if the Trustees shall be in posses¬ 
 sion of the mortgaged property under any provision of this Indenture, 
 then such powers may be exercised by the Trustees in discretion. 
 
 No purchaser in good faith of property purporting to be released 
 hereunder shall be bound to ascertain the authority of the Trustee to 
 execute the release, or to inquire as to any facts required by the pro¬ 
 visions hereof for the exercise of such authority; nor shall any purchaser 
 of machinery or equipment be under obligation to ascertain or inquire 
 into the occurrence of the event on which any such sale is hereby 
 authorized. 
 
31 
 
 ARTICLE V. 
 
 Application op Money Received by the Trustees. 
 
 All obligations received by the Trustees under the provisions of Sec¬ 
 tion 2 of Article IV of this Indenture shall be held and collected by the 
 Corporate Trustee, which shall, however, be under no liability or account¬ 
 ability whatsoever for the collection thereof (interest as received thereon 
 meanwhile to be paid over to the Company, not being then in default 
 hereunder to the knowledge of the Trustees). 
 
 All moneys received by the Trustees as principal of such obligations 
 or as proceeds of released property or of property taken by the power 
 of eminent domain or as insurance money shall be held by the Corporate 
 Trustee and shall be paid over from time to time by the Corporate Trustee 
 to or upon the order of the Treasurer of the Company to reimburse the 
 Company for cash expended by it since the execution and delivery of this 
 Indenture (and whether prior or subsequent to the receipt of such money 
 by the Trustees, or the release or taking of property, proceeds of which 
 make up or are included in such money) (1) for the construction, pur¬ 
 chase or acquisition of permanent improvements, extensions or additions 
 to its property such as might have been made the basis of an application 
 for additional bonds under the provisions of Section 4 of Article I of this 
 Indenture, or, (2) for the replacement of property destroyed by fire 
 (to the extent that insurance moneys arising from such loss are in the 
 hands of the Trustees). Such payments shall be made by the Corporate 
 Trustee upon receipt by it of: 
 
 (A) A copy of a resolution certified to have been adopted by the 
 Board of Directors of the Company stating the actual cash cost to the 
 Company of the permanent improvements, extensions and additions (or 
 replacements of property destroyed by fire) described in the certificate 
 next hereinafter mentioned and requesting reimbursement of such cash 
 expenditures. 
 
32 
 
 (B) A certificate signed by tbe President or a Vice-President of the 
 Company and by an Engineer appointed by its Board of Directors and 
 approved by the Trustees stating 
 
 (a) that the Company has made certain permanent improvements, 
 extensions or additions to its property (describing the same with rea¬ 
 sonable detail), or has made certain replacements of property destroyed 
 by fire (describing the same with reasonable detail) and that the same 
 are desirable in the profitable conduct of the Company’s business; 
 
 ( b ) that the Company has actually expended on the same the amount 
 specified in the resolution last above mentioned as the cash cost thereof, 
 and that the amount so expended was not, in the signers’ opinion, in 
 excess of the fair value to the Company of such permanent improvements, 
 extensions or additions or of such replacements; said certificate shall 
 further distinctly specify whether any of such expenditures, and if so 
 what portion, were expended to replace property destroyed by fire. 
 
 (c) that no part of such cash cost has been included in any previous 
 certificate made under the provisions of this Article V or of Section 4 of 
 Article I of this Indenture. 
 
 ( d) that the Company is not, to the knowledge of the signers, in 
 default in any of the terms, covenants or conditions of this Indenture. 
 
 (C) Such instruments of conveyance, assignment and transfer as 
 may be necessary in the opinion of counsel (who may be of counsel to the 
 Company), appointed by the Board of Directors of the Company and 
 approved by the Trustees, to vest in the Trustees to hold as part of 
 the mortgaged property hereunder all the right, title and interest of 
 the Company in and to such permanent improvements, extensions or 
 additions or the opinion of counsel that no such instruments are necessary 
 for such purposes and also the opinion of such counsel that the Company 
 has absolute title to such permanent improvements, extensions or addi¬ 
 tions subject to no lien or incumbrance prior to the lien of this Inden¬ 
 ture except taxes for the then current year. 
 
33 
 
 The resolutions and certificates, and the instruments and opinions 
 hereinbefore in this Article provided for, shall be full authority to the 
 Trustees for the payment of any moneys as requested therein; but before 
 making any such payment the Corporate Trustee may, in its discretion, 
 cause to be made such independent investigation as it may see fit, and may 
 decline to take action unless satisfied by such investigation of the truth 
 and accuracy of the matters so investigated. The expense of any such 
 investigation shall be paid by the Company, or, if paid by the Trustees, 
 shall be repaid by the Company upon demand, with interest after demand 
 at the rate of six per cent, per annum. 
 
 Any such moneys in the hands of the Corporate Trustee, and not 
 theretofore paid over or requested to be paid over to reimburse the Com¬ 
 pany as aforesaid shall, on the election and in accordance with the request 
 of the Company evidenced by a copy of a resolution certified to have been 
 adopted by its Board of Directors, be applied by the Corporate Trustee 
 to the purchase of bonds issued and outstanding hereunder at not exceed¬ 
 ing their redemption price or to the redemption of bonds under and in 
 accordance with the provisions of Article III of this Indenture. 
 
 Before making any purchase of bonds the Corporate Trustee shall 
 by notice published once a week for four successive weeks in one daily 
 newspaper published in each of the Cities of Chicago and New York, 
 advertise for written proposals to sell to it bonds; and the Corporate 
 Trustee to the extent of the funds then in its hands and requested by the 
 Company to be so applied, shall purchase the bonds so offered at the 
 lowest price asked therefor, and reasonable notice shall be given by the 
 Corporate Trustee to the owner or owners of the bonds whose proposals 
 may be accepted. Should there be two or more proposals at the same 
 price aggregating more than the amount which the Corporate Trustee 
 has available for investment after having accepted all proposals at the 
 lowest price, such proposals shall be accepted ratably, provided, however, 
 that no proposal shall be accepted by the Corporate Trustee at prices 
 in excess of the redemption price; and provided further that the Corpo¬ 
 rate Trustee shall have the right to reject any or all proposals in whole 
 
34 
 
 or in part, if it can at the time of opening said proposals purchase the 
 requisite amount of said bonds or any part thereof at a lower price than 
 the lowest price offered by the said proposals. 
 
 In the event that the Company shall permit any money received 
 under the terms of this article to remain in the hands of the Corporate 
 Trustee for more than two years, the Corporate Trustee may in its dis¬ 
 cretion purchase bonds as herein provided without request by the 
 Company. 
 
 ARTICLE VI. 
 
 Maintenance and Improvement Fund. 
 
 The Company covenants and agrees that it will, in the fiscal year 
 ending upon the 30tli day of April, 1917, and in each fiscal year thereafter 
 during the existence of this trust, set aside, as a Maintenance and Im¬ 
 provement Fund, a sum equal to twelve per cent. (12%) of its gross 
 earnings derived from the operation of the mortgaged property in said 
 respective fiscal years, and will also, during said fiscal year ending April 
 30, 1917, set aside for said purpose a like proportion of its earnings 
 during the six months’ period ending April 30, 1916, so far as such 
 earnings shall not have been so expended in such proportion during 
 said six months’ period. One-half of the amount so to be set aside shall, 
 annually, be charged to and included in the operating expenses of the 
 Company for all the purposes of this Indenture. All expenditures made 
 by the Company during each of said years for repairs, renewals, mainte¬ 
 nance and replacements, shall, at the end of each month, be credited to 
 the fund established as aforesaid. In case the sums so credited in any 
 fiscal year shall not, at the end thereof, have amounted in the aggre¬ 
 gate to twelve per cent. (12%) of the gross earnings of the Company 
 for such year, the Company shall, within ninety (90) days from the 
 expiration of such fiscal year, deposit in cash with the Corporate Trustee, 
 as and for an improvement reserve, a sum equal to the excess of said 
 twelve per cent, (12%) of the gross earnings for such year over and 
 
35 
 
 above the amount actually expended and credited by the Company as 
 aforesaid. The Company shall, within said ninety (90) days render 
 to the Corporate Trustee a statement of its gross earnings and of the 
 amounts expended by it as aforesaid signed by its President or Vice- 
 President, and Treasurer or Assistant Treasurer, and the excess of 
 the percentage above provided for, over said expenditures, as shown by 
 said statement, shall bp the amount to be deposited with the Corporate 
 Trustee. Any indebtedness incurred by the Company prior to the end 
 of the fiscal year for repairs, renewals, maintenance and replacements 
 may be included as an expenditure during said fiscal year, provided the 
 work covered thereby be actually done, but payments of such indebted¬ 
 ness thereafter made shall not, in that event, be credited to said fund 
 upon anv statement or certificate made or rendered under any of the 
 provisions of this Indenture. 
 
 ? Provided, however, (1) that if in any fiscal year the Company shall 
 expend and set aside for the purposes hereinbefore in this Article set 
 forth any sum in excess of the amount herein covenanted to be so expended 
 or set aside, the amount of such excess shall be credited to the Company 
 on account of its covenant with respect to any succeeding year or years 
 within a period of three years then next ensuing; and (2) in lieu of 
 deposit of cash with the Corporate Trustee, the Company may deliver 
 to the Corporate Trustee a statement signed by its President or a Vice- 
 President, and its Treasurer or an Assistant Treasurer, setting forth 
 * that the Company has actually expended during the last fiscal year an 
 amount of cash, to be therein stated, for the construction or acquisition 
 of permanent improvements, extensions or additions to or about its 
 plants or property, describing the same in reasonable detail, which state¬ 
 ment shall thereupon be accepted pro tanto by the Corporate Trustee 
 as the equivalent of a cash payment to the amount so set forth. 
 
 All amounts paid to the Corporate Trustee under the provisions of 
 this article shall be held by the Corporate Trustee as a separate fund not 
 subject to the provisions of Article IV or of Article V of this Indenture, 
 and shall from time to time be paid over by the Corporate Trustee to 
 
36 
 
 the Company as may be requested and directed by resolution certified 
 under seal of the Company by its Secretary or an Assistant Secretary 
 to have been adopted by its Board of Directors to reimburse the Com¬ 
 pany for moneys actually expended by it, subsequent to the date of this 
 Indenture, for the construction of permanent improvements, extensions 
 or additions to or about its plants or property, or for any amount actually 
 expended by it during the fiscal year then last past for repairs, renewals, 
 maintenance or replacements in excess of the amount covenanted by it 
 to be expended or set aside for such purposes during such year. 
 
 Provided, however, that the Company hereby covenants, that 
 no bonds shall be issued under any of the provisions of this Indenture, 
 to reimburse the Company for any part of any expenditures which 
 shall have been reimbursed to it at any time by the Corporate Trustee 
 under the provisions of this Article YI of this Indenture or which shall 
 have been reported in lieu of cash to the Corporate Trustee under the"' 
 provisions of this article. 
 
 In the event that at any time the Board of Directors of the Com¬ 
 pany deems that the accumulation of cash in the hands of the Corporate 
 Trustee under the provisions of this Article VI of this Indenture, is in 
 excess of the amount then reasonably required for the purposes in this 
 Article VI specified, the Board of Directors may, by resolution, direct the 
 Trustee to apply all or any part of any fund then held by it under the 
 provisions of this Article VI to the purchase or redemption of bonds 
 then outstanding hereunder in accordance with the provisions of Article 
 V of this Indenture. 
 
 All amounts required by State laws or by any public service com¬ 
 mission or similar body, to be set aside from earnings or surplus for 
 sinking funds or reserves for depreciation or renewals, shall be applied 
 and considered as a part of the fund to be set aside under the provisions 
 of this Article, so that a double charge shall not be made for this pur¬ 
 pose. 
 
37 
 
 ARTICLE VII. 
 
 Remedies Upon Default. 
 
 Section 1. If default shall be made in the payment of the principal 
 of or any interest on any bond hereby secured, and such default shall 
 continue for ninety days, or if default shall be made hereunder by 
 the Company in the observance or performance of any other of the 
 covenants, agreements or conditions on its part in this Indenture 
 contained and such default shall continue for ninety days after 
 written notice to the Company by the Trustees or by any holder of the 
 bonds hereby secured and then outstanding, then (a) upon the election 
 of the Trustees, or (b) upon the election of the holders of twenty-five 
 per cent, in interest of the bonds hereby secured and then outstanding, 
 evidenced by an instrument or instruments in writing, signed by them 
 and delivered to the Trustees, the entire principal sum secured hereby 
 and the interest accrued thereon shall become and be immediately due 
 and payable; subject, however, to the right of a majority in interest of 
 the holders of the bonds then outstanding to annul such election and 
 destroy its effects or to waive any default hereunder at any time before 
 any sale, hereunder, by written notice to the Company and the Trustees, 
 if, before any such sale, all agreements with respect to which default 
 shall have been made shall be fully performed, and all arrears of interest 
 upon all bonds secured hereby and the principal of any bonds which have 
 matured in due course by their terms and the reasonable charges and 
 expenses of the Trustees, their agents and attorneys and all other indebt¬ 
 edness secured hereby, except the principal of bonds whose date of 
 maturity as specified on their face has not yet arrived and interest accrued 
 since the last interest day, shall be paid, or the amount thereof shall be 
 paid to the Trustees for the benefit of those entitled thereto. 
 
 Section 2. If (1) default shall be made in the payment of any 
 interest on any bond hereby secured, and such default shall continue 
 for ninety days, or (2) default shall be made in the payment of any 
 
38 
 
 principal hereby secured, or (3) default shall be made hereunder by 
 the Company in the observance or performance of any other of the 
 covenants, agreements or conditions on its part in this Indenture con¬ 
 tained, and such default shall continue for ninety days after written 
 notice to the Company by the Trustees or by any holder of the 
 bonds hereby secured and then outstanding, the Company, upon 
 demand of the Trustees, shall forthwith surrender to the Trustees 
 the actual possession of, and it shall be lawful for the Trustees, by 
 such officer or agent as they may appoint, to take possession of all the 
 property hereby conveyed or intended to be (with the books, papers and 
 accounts of the Company), and to hold, operate and manage the same, 
 and from time to time make all needful repairs, and such alterations, 
 additions, advances and improvements as to it shall seem wise; and to 
 receive the rents, income, issues and profits thereof, and out of the same 
 to pay all proper costs and expenses of so taking, holding and managing 
 the same, including reasonable compensation to the Trustees, their agents 
 and counsel, and any charges of the Trustees, and any taxes and 
 assessments and other charges prior to the lien of these presents which 
 the Trustees may deem it wise to pay, and all expenses of such repairs, 
 alterations, additions and improvements, and to apply the remainder 
 of the moneys so received by them, first, to the payment of the interest 
 instalments, which are due and unpaid, in the order of their maturity, 
 with interest at six per cent, after maturity (save and except as other¬ 
 wise provided with regard to extended and pledged coupons in Section 
 2 of Article II of this Indenture) ; and thereafter, if the principal of 
 said bonds is due, to the payment of said principal and accrued interest 
 thereon pro rata without any preference or priority whatever. Whenever 
 all that is due upon such interest instalments and upon the principal of 
 such bonds, and under any of the terms of this Indenture shall have been 
 paid and all defaults made good, the Trustees shall surrender possession 
 to the Company, its successors or assigns. The same right of entry, how¬ 
 ever, shall exist upon any subsequent default. 
 
39 
 
 Section 3. If (1) default shall be made in the payment of any 
 interest on any bond hereby secured, and such default shall continue 
 for ninety days, or (2) default shall be made in the payment of any 
 principal hereby secured, or (3) default shall be made hereunder by the 
 Company in the observance or performance of any other of the 
 covenants, agreements or conditions on its part in this Indenture 
 contained, and such default shall continue for ninety days after 
 written notice to the Company by the Trustees or by any holder of the 
 bonds hereby secured and then outstanding, it shall be lawful for the 
 Trustees, by such officer or agent as they may appoint, with or without 
 entry, to sell all the property and appurtenances hereby conveyed or 
 intended to be, or which may be covered hereby or in any manner may 
 be subject to this Indenture, as an entirety, or in such parcels as the 
 holders of a majority in amount of the bonds secured hereby shall, in writ¬ 
 ing, request, or in the absence of such request, as the Trustees may deter¬ 
 mine, at public auction, at some convenient place in the City of Little 
 Rock, Arkansas, having first given notice of such sale by publication in 
 at least. one daily newspaper published in the City of Little Rock, 
 Arkansas, at least once a week for four successive weeks next preceding 
 such sale, and by like publication in at least one daily newspaper pub¬ 
 lished in each of the cities of Chicago and New York, and any other notice 
 which may be required by law, and from time to time to adjourn such sale 
 in their discretion by announcement at the time and place appointed for 
 such sale or for such adjourned sale or sales without further notice except 
 such as may be required by law, and upon such sale to make and deliver 
 to the purchaser or purchasers a good and sufficient deed or deeds for the 
 same, which sale, as likewise any sale made under this Indenture by virtue 
 of any judicial proceedings, shall be a perpetual bar, both in law and in 
 equity, against the Company, and all persons and corporations lawfully 
 claiming or to claim by, through or under it. 
 
 Section 4. In case of the breach of any of the covenants or con¬ 
 ditions of this Indenture, the Trustees shall have the right and power to 
 
40 
 
 take appropriate judicial proceedings for the protection and enforce¬ 
 ment of their rights and the rights of the bondholders hereunder. If (1) 
 default shall be made in the payment of any interest on any bond hereby 
 secured and such default shall continue for ninety days, or (2) default 
 shall be made in the payment of any principal hereby secured, or (3) 
 default shall be made hereunder by the Company in the observance or 
 performance of any other of the covenants, agreements or conditions on 
 its part in this Indenture contained, and such default shall continue for 
 ninety days after written notice to the Company by the Trustees or by 
 the holder of any of the bonds hereby secured and then outstanding, the 
 Trustees may, either after entry, as hereinbefore provided, or other entry, 
 or without entry, proceed by suit or suits at law or in equity or by 
 any other appropriate remedy, to enforce payment of the bonds hereby 
 secured and to foreclose this mortgage and to sell the mortgaged 
 premises and all property covered by this Indenture under the judg¬ 
 ment or decree of a court or courts of competent jurisdiction, and 
 it shall be obligatory upon the Trustees to take action either by such 
 proceedings or by the exercise of their powers with respect to entry or 
 sale as they may determine, upon being requested so to do by the holders 
 of twenty-five per cent, in interest of the bonds hereby secured and then 
 outstanding, and upon being indemnified as hereinafter provided, in any 
 case of default which shall occur and shall have continued as herein 
 before specified in this Section. No bondholder or bondholders shall be 
 entitled to take any proceedings hereunder or upon or in respect of any 
 of the bonds and coupons hereby secured except in case of refusal or 
 neglect of the Trustees to act after such continued breach and such request 
 and tender of indemnity as aforesaid. 
 
 No remedy by the terms of this Indenture conferred upon or reserved 
 
 to the Trustees or to the bondholders is intended to be exclusive of anv 
 
 «/ 
 
 other remedy, but each and every such remedy shall be cumulative and 
 shall be in addition to any other remedy given hereunder or now or here¬ 
 after existing at law or in equity or by statute. 
 
41 
 
 Section 5. Anything in this Indenture to the contrary notwith¬ 
 standing, the holders of a majority in amount of the bonds hereby secured 
 and then outstanding, from time to time, shall have the right, by 
 an instrument in writing executed and delivered to the Trustees, to direct 
 the method and place of conducting all proceedings to be taken for any 
 sale of the mortgaged property, or for the foreclosure of this Indenture, 
 or for the appointment of a receiver, or any other proceedings hereunder; 
 provided that such direction shall not be otherwise than in accordance 
 with the provisions hereof. 
 
 Section 6. In case of a default hereunder of the character specified 
 in Section 2 of this Article and its continuance for the period, if any, 
 therein provided, and upon the filing of a bill in equity, or other com¬ 
 mencement of judicial proceedings to enforce the rights of the Trustees 
 and of the bondholders, the Trustees, as a matter of right, shall be entitled 
 to the appointment of a receiver of the property hereby mortgaged, 
 and of the income, rents, issues and profits thereof, pending such proceed¬ 
 ings, with such powers as the court making such appointment shall 
 confer. 
 
 Section 7. Upon any sale being made either under the power of sale 
 hereby given or under judgment or decree in any judicial proceedings 
 for foreclosure or otherwise for the enforcement of this Indenture, the 
 principal of all bonds then outstanding and secured hereby, if not previ¬ 
 ously due, shall at once become and be due and payable. 
 
 Section 8. Upon any such sale, whether made under the power of 
 sale hereby given or under judgment or decree of court or otherwise, any 
 bondholder or bondholders or the Trustees may bid for and purchase the 
 mortgaged property, and upon compliance with the terms of sale, may 
 hold, retain and possess and dispose of such property in their own 
 absolute right without further accountability; and any purchaser at any 
 such sale may, in paying purchase money, turn in any of said bonds and 
 coupons hereby secured in lieu of cash to the amount which shall, upon 
 
42 
 
 distribution of the net proceeds of such sale, be payable thereon, subject, 
 however, to the provisions with respect to extended and pledged coupons 
 contained in Section 2 of Article II of this Indenture. Said bonds and 
 coupons, in case the amount so payable thereon shall be less than the 
 amount due thereon, shall be returned to the holders thereof after being 
 properly stamped to show partial payment. 
 
 The receipt of the Trustees or of the officer making a sale under 
 judicial proceedings shall be a sufficient discharge to the purchaser or 
 purchasers at any sale for his or their purchase money, and such pur¬ 
 chaser or purchasers, his or their assigns or personal representatives, 
 shall not, after paying such purchase money and receiving such receipt 
 of the Trustees or of such officer therefor, be obliged to see to the applica¬ 
 tion of such purchase money, or be in anywise answerable for any loss, 
 misapplication or non-application thereof. 
 
 Section 9. The proceeds of any such sale, whether made under the 
 power of sale hereby given or under judgment or decree of Court or 
 otherwise, together with any other sums which may then be held by the 
 Corporate Trustee under any of the provisions of this Indenture as part 
 of the trust estate, or the proceeds thereof, shall be applied as follows: 
 
 First: To the payment of all taxes, assessments or liens prior to 
 the lien of this Indenture, except those subject to which such sale shall 
 have been made, and of all costs and expenses of such sale, including a 
 reasonable compensation to the Trustees, their agents and attorneys, and 
 of all other sums payable to the Trustees hereunder by reason of any 
 expenses, liabilities or advances made by either of them. 
 
 Second: To the payment of the whole amount then owing and 
 unpaid upon the bonds hereby secured for principal and interest, with 
 interest on the overdue instalments of interest, at the same rate borne 
 by the principal of the said bonds respectively according to their terms, 
 and in case such proceeds shall be insufficient to pay in full the whole 
 amount so due and unpaid, then to the payment of such principal and 
 interest ratably, without preference or priority of principal over interest, 
 
43 
 
 or of interest over principal, or of any instalment of interest over any 
 other instalment of interest (save and except, however, as otherwise pro¬ 
 vided with regard to extended and pledged coupons in Section 2 of Article 
 II of this Indenture). 
 
 Third: Any surplus then remaining to the Company, its successors 
 or assigns, or to whosoever may be lawfully entitled to receive the same. 
 
 Section 10. In case of a default on its part, as aforesaid, neither 
 the Company nor any one claiming through or under it shall or will 
 set up, claim or seek to take advantage of any appraisement, valua¬ 
 tion, stay, extension or redemption laws now or hereafter in force in any 
 locality where any property subject to the lien hereof may be situated, 
 in order to prevent or hinder the enforcement or foreclosure of this 
 Indenture, or the absolute sale of the property hereby conveyed, or the 
 final and absolute putting into possession thereof, immediately after 
 such sale, of the purchaser or purchasers thereat, and the Company, for 
 itself and all who may claim through or under it hereby waives the 
 benefit of all such laws, and further waives any and all right to have 
 the estates comprised id the security intended to be created hereby 
 marshaled upon any foreclosure of the lien hereof and agrees that the 
 Trustees or any court having jurisdiction to foreclose such lien may sell 
 the mortgaged property as an entirety. 
 
 Section 11. No waiver of any default hereunder, whether by the 
 Trustees or the bondholders, shall extend to or shall affect any subse¬ 
 quent default or shall impair any rights or remedies consequent thereon. 
 
 Section 12. In case the Trustees shall have proceeded to enforce 
 any right under this Indenture by foreclosure, entry or otherwise, and 
 such proceedings shall have been discontinued or abandoned for any 
 reason, or shall have been determined adversely to the Trustees, then and 
 in every such case the Company and the Trustees shall be restored to 
 their former positions and rights hereunder with respect to the mort- 
 
44 
 
 gaged property, and all rights, remedies and powers of the Trustees 
 shall continue as if no such proceedings had been taken. 
 
 Section 13. No delay or omission of the Trustees, or of any holders 
 of bonds hereby secured, to exercise any right or power accruing upon 
 any default shall impair any such right or power or shall be construed 
 to be a waiver of any such default, or acquiescence therein; and every 
 power and remedy given by this Indenture to the Trustees, or to the bond¬ 
 holders, may be exercised, from time to time and as often as may be 
 deemed expedient by the Trustees, or by the bondholders. 
 
 ARTICLE VIII. 
 
 Evidence of Rights of Bondholders. 
 
 Any request or other instrument, which this Indenture may require 
 or permit to be signed and executed by the bondholders, may be in any 
 number of concurrent instruments of similar tenor, and may be signed 
 or executed by such bondholders in person or by attorney appointed in 
 writing. Proof of the execution of any such request or other instrument, 
 or of a writing appointing any such agent, or of the holding by any person 
 of the bonds or coupons appertaining thereto, shall be sufficient for any 
 purpose of this Indenture if made in the following manner: 
 
 (a) The fact and date of the execution by any person of 
 such request or other instrument or writing may be proved by 
 the certificate of any notary public, or other officer authorized 
 to take acknowledgments of deeds to be recorded in any 
 State, that the person signing such request or other instrument 
 acknowledged to him the execution thereof, or by an affidavit 
 of a witness of such execution; 
 
 (b) The amount of bonds transferable by delivery held by 
 any person executing such request or other instrument as a 
 bondholder, and the issue numbers thereof, held by such person, 
 and the date of his holding the same, may be proven by a certifi- 
 
45 
 
 cate executed by any trust company, bank, bankers or other 
 depositary wheresoever situated, if such certificate shall be 
 deemed by the Trustees to be satisfactory, showing that at the 
 date therein mentioned such person had on deposit Avith such 
 depositary, the bonds described in such certificate. The Trus¬ 
 tees may nevertheless in their discretion require further proof 
 in cases where they deem further proof desirable. The owner¬ 
 ship of registered bonds shall be proved by the registry books as 
 hereinbefore provided. 
 
 The Trustees shall not be bound to recognize any person as a bond¬ 
 holder unless and until his title to the bonds held by him is proved in 
 the manner in this Article VIII provided. 
 
 ARTICLE IX. 
 
 Defeasance. 
 
 If the Company, its successors or assigns, shall pay or cause to be 
 paid unto the holders of said bonds and coupons, the principal and 
 interest to become due thereon at the times and in the manner stipulated 
 therein, and shall keep, perform and observe all and singular the cove¬ 
 nants and promises in said bonds, and in this Indenture expressed as 
 to be kept, performed and observed by it or on its part, then these pres¬ 
 ents and the estate and the rights hereby granted shall cease, determine 
 and be void, and thereupon the Trustees shall, upon request of the Com¬ 
 pany, cancel and discharge the lien of this Indenture, and execute and 
 deliver to the Company such deeds as shall be requisite to satisfy the 
 lien hereof, and reconvey to the Company the estate and title hereby con¬ 
 veyed, and assign and deliver to the Company any property subject to 
 the lien of this Indenture AAdiich may then be in their possession or the 
 possession of either of them. Bonds for the payment or redemption of 
 which money shall have been set apart by or paid to the Trustees shall 
 be deemed to be paid within the meaning of this Article. 
 
46 
 
 ARTICLE X. 
 
 Immunity of Officers, Stockholders and Directors. 
 
 No recourse under or upon any obligation, covenant or agreement 
 contained in this Indenture, or in any bond or coupon hereby secured, 
 or under any judgment obtained against the Company, or by the enforce¬ 
 ment of any assessment or by any legal or equitable proceeding by virtue 
 of any constitution or statute or otherwise or under any circumstances, 
 under or independent of this Indenture shall be had against any stock¬ 
 holder, officer or director of the Company, or of any successor corpora¬ 
 tion, either directly or through the Company, or otherwise, for the pay¬ 
 ment for or to the Company or any receiver thereof, or for or to the 
 holder of any bond or coupon issued or secured hereunder or otherwise, 
 of any sum that may be due and unpaid by the Company upon any such 
 bond or coupon, and any and all personal liability of every name and 
 nature, whether at common law or in equity, or by statute or by consti¬ 
 tution or otherwise, of any such stockholder, officer or director to re¬ 
 spond by reason of the non-payment of any stock or any act of omission 
 or commission on his part or otherwise, for the payment for or to the 
 Company or any receiver thereof, or for or to the holder of any bond or 
 coupon issued or secured hereunder or otherwise, of any sum that may 
 remain due and unpaid upon the bonds and coupons hereby secured or 
 any of them, is hereby expressly waived and released as a condition of 
 and consideration for the execution of this Indenture and the issue of 
 such bonds and coupons. 
 
 ARTICLE XI. 
 
 Consolidations, Mergers, Sales and Leases. 
 
 Section 1. Nothing in this Indenture contained shall prevent any 
 consolidation or merger of the Company with or into, or any conveyance, 
 transfer or lease, subject to this Indenture, of all the mortgaged property, 
 as an entirety, to any corporation lawfully entitled to acquire or lease 
 
47 
 
 and operate the same; provided, however, and the Company covenants 
 and agrees, that such consolidation, merger, conveyance, transfer or 
 lease shall be upon such terms as in no respect to impair the lien of this 
 Indenture, or any of the rights or powers of the Trustees or the bond¬ 
 holders hereunder; and provided, further, that any such lease shall be 
 made expressly subject to immediate termination by the Trustees at any 
 time during the continuance of a default hereunder and also by the pur¬ 
 chaser of the property so leased at any sale thereof hereunder, whether 
 such sale be made under the power of sale hereby conferred or under 
 judicial proceedings, and that, upon any such consolidation, merger, 
 conveyance or transfer, the due and punctual payment of the principal 
 and interest of all of said bonds according to their tenor, and the due and 
 punctual performance and observance of all the terms, covenants and 
 conditions of this Indenture to be kept or performed by the Company, 
 shall be assumed by the corporation formed by such consolidation or into 
 which such merger shall have been made, or acquiring all the property 
 subject to this Indenture as an entirety, as aforesaid. 
 
 Section 2. In case the Company, pursuant to Section 1 of this 
 Article XI, shall be consolidated with or merged into any other corpo¬ 
 ration, or shall convey or transfer, subject to the lien of this Indenture, 
 all the mortgaged property, as an entirety, the corporation resulting 
 from such consolidation, or into which the Company shall have been 
 merged, or which shall have received a conveyance or transfer, as afore¬ 
 said (such corporation being hereinafter called the successor corpora¬ 
 tion)—upon executing and causing to be recorded an Indenture with the 
 Trustees, satisfactory to the Trustees, whereby the successor corporation 
 shall assume and agree to pay the principal and interest of the bonds 
 issued hereunder and secured hereby in accordance with the provisions 
 of said bonds and coupons and this Indenture, and shall agree to per¬ 
 form and fulfill all the terms, covenants and conditions of this Indenture 
 binding upon the Company—shall succeed to and be substituted for the 
 Company, with the same effect as if it had been named herein as the 
 
48 
 
 mortgagor company, and the successor corporation thereupon may cause 
 to be signed, issued and delivered, either in its own name or in the name 
 of Arkansaw Water Company, any or all of such bonds which shall not 
 theretofore have been signed by the Company and certified by the Cor¬ 
 porate Trustee, and upon the order of the successor corporation in lieu 
 of the Company, and subject to all the terms, conditions and restrictions 
 in this Indenture prescribed, touching the certification and issuance of 
 bonds, the Corporate Trustee shall certify and deliver any of such bonds 
 which shall have been previously signed and delivered by the officers of 
 the Company to the Corporate Trustee for certification, and any of such 
 bonds which the successor corporation shall thereafter, in accordance with 
 the provisions of this Indenture, cause to be signed and delivered to the 
 Corporate Trustee for such purpose. All the bonds so issued shall in all 
 respects have the same legal rank and security as the bonds theretofore 
 or thereafter issued in accordance with the terms of this Indenture as 
 though all of said bonds had been issued at the date of the execution 
 hereof. 
 
 Provided, however , that as a condition precedent to the execution 
 by the successor corporation and the certification by the Corporate Trus¬ 
 tee of any such additional bonds in respect of the making by the suc¬ 
 cessor corporation of any permanent improvements, extensions or addi¬ 
 tions to or about its plant and property, the Indenture with the Trustees 
 to be executed and caused to be recorded by the successor corporation as 
 in this Article XI provided, shall contain a conveyance or transfer and 
 mortgage in terms sufficient to include such permanent improvements, 
 extensions and additions; and provided, further } that the lien created 
 thereby shall have similar force, effect and standing as the lien of this 
 Indenture would have if the Company should not be consolidated with 
 or merged into such other corporation or should not convey or transfer, 
 subject to this Indenture, all the property subject to this Indenture as 
 an entirety, as aforesaid, to the successor corporation, and should itself 
 make such permanent improvements, extensions and additions, and 
 
49 
 
 request the certification and delivery of bonds under the provisions of 
 this Indenture in respect thereof. 
 
 The Trustees may receive the certificate of any counsel (who may 
 be of counsel to the Company) appointed by the Board of Directors of 
 the Company and approved by the Trustees, as conclusive evidence that 
 any such indenture complies with the foregoing conditions and provisions 
 of this section. 
 
 Section 3. In case the Company, pursuant to Section 1 of this 
 Article XI, shall be consolidated with or merged into any other corpora¬ 
 tion, or shall convey or transfer, subject to this Indenture, all the 
 mortgaged property as an entirety, as aforesaid, neither this Indenture 
 nor the indenture with the Trustees to be executed and caused to be 
 recorded by the successor corporation, as in Section 2 of this Article XI 
 provided, shall become or be a lien upon any of the properties or fran¬ 
 chises of the successor corporation except those acquired by it from the 
 Company, and permanent improvements, extensions and additions appur¬ 
 tenant thereto, and the permanent improvements, extensions and 
 additions to or about the plant and property of the successor corpora¬ 
 tion, made and used by it as the basis for the issue of additional bonds 
 under this Indenture, as herein provided, and such franchises, repairs 
 and additional property as may be acquired by the successor corporation 
 in pursuance of the covenants herein contained to maintain, preserve and 
 renew the franchises covered by this Indenture and to keep and main¬ 
 tain the property covered by this Indenture in thorough repair, working 
 order and condition, or in pursuance of some other covenant or agree¬ 
 ment hereof to be kept or performed by the Company; but in case of 
 any such merger the accounts of the merged Company shall be so kept 
 that the earnings of the mortgaged properties can be at all times dis¬ 
 tinguished and all the covenants herein contained affecting the mort¬ 
 gaged property be fully performed. 
 
 Section 4. The word “Company” wherever herein contained shall 
 include the successor corporation, and any order, certificate or resolu- 
 
50 
 
 tions of the Board of Directors or officers of the Company provided for 
 in this Indenture may be made by like officials of the successor 
 corporation. 
 
 * 
 
 Section 5. At any time prior to the exercise of any power by this 
 Article XI reserved to the Company or a purchasing or successor cor¬ 
 poration, the Company may surrender any power so reserved to the Com¬ 
 pany or to such purchasing or successor corporation by delivering to 
 the Trustees an instrument in writing executed by its President or a 
 Vice-President under its corporate seal attested by its Secretary or 
 Assistant Secretary, accompanied by the affidavit of its Secretary or 
 Assistant Secretary that the execution of such instrument was author¬ 
 ized by the vote of two-thirds of the entire Board of Directors of the 
 Company given at a meeting duly called and held, and thereupon the 
 power so surrendered shall cease. 
 
 ARTICLE XII. 
 
 Concerning the Trustees. 
 
 The Trustees accept the trusts hereunder and agree to perform the 
 same upon the terms and conditions hereof, including the following: 
 
 Section 1. The Trustees shall not be required to take notice of any 
 default hereunder unless specifically notified in writing of such de¬ 
 fault by a holder of bonds then outstanding hereunder, and until so 
 notified, the Trustees may assume that no default has happened. The 
 Trustees shall not be under any obligation to take any action in 
 respect of any default or otherwise, nor towards the execution or enforce¬ 
 ment of any of the trusts hereby created, nor to institute, appear in 
 or defend any suit or other proceeding in connection therewith, unless 
 requested in writing so to do by the holders of twenty-five per cent in 
 amount of the bonds then outstanding, and if in their opinion such 
 action may tend to involve them in expense or liability, unless fur¬ 
 nished from time to time as they may require with security and indem- 
 
51 
 
 nity satisfactory to them; blit this provision shall not affect any 
 discretionary power herein given to the Trustees. For acting upon or 
 in accordance with any notice, request, consent, certificate, bond, coupon 
 or other document or paper believed by them to be genuine and to have 
 been signed or presented by the proper person, or duly authorized or 
 properly made, the Trustees shall not be liable to anybody. They may, 
 however, in their discretion, require the production of any bond or bonds 
 or other and further proof of the ownership thereof. Any request, con¬ 
 sent or vote of the owner of any bond shall bind all future owners of the 
 same instrument in respect of anything done or suffered by the Trustees 
 in pursuance thereof. 
 
 The recitals and statements herein and in said bonds and coupons 
 contained shall not be considered as made by or as imposing any obliga¬ 
 tion or liability upon the Trustees. The Trustees make no repre¬ 
 sentation as to the validity of this Indenture, or of any bonds or coupons 
 issued hereunder, nor as to the security hereby afforded, nor as to the 
 title of the Company to the property hereby mortgaged. The Trustees 
 shall be under no obligation to see to the recording, registration, filing 
 or refiling of this Indenture or any instrument of further assurance, or 
 to the giving of any notice thereof, or to see to the delivery to them of 
 personal property intended to be mortgaged or pledged hereunder, or 
 generally to see that any of the property intended now or hereafter to 
 be conveyed in trust hereunder is subject to the lien hereof. The Trustees 
 shall not be accountable for the use of any bond delivered hereunder or 
 the application of the proceeds of the same. 
 
 The Trustees shall be under no duty in respect to any tax which 
 may be assessed against them or against the owners of bonds hereunder 
 in respect to the property hereby conveyed, nor in respect to any other 
 prior liens, nor to see to the insurance of any part of the property 
 hereby mortgaged or pledged. The Trustees may select and employ here¬ 
 under suitable agents and attorneys, and for their acts and neglects, if 
 selected with reasonable care, the Trustees shall be in no wise responsible. 
 The Trustees shall not be liable for any error of judgment or the exercise 
 
52 
 
 of their discretion hereunder; bnt the Trustees may, in their discretion 
 advise with legal counsel to be selected and employed by them at the 
 expense of the Company, and shall be fully protected in any action under 
 this Indenture taken by them in good faith in accordance with the 
 opinion of such counsel. Finally, and generally, the Trustees, save for 
 their own wilful default or gross negligence, shall not be personally 
 liable to anybody. 
 
 The Company agrees, from time to time, on demand, to pay to the 
 Trustees reasonable compensation for their services, to reimburse the 
 Trustees for all their expenditures, and to indemnify and save the Trustees 
 harmless against any liabilities which they may incur in the exercise and 
 performance of their powers and duties hereunder; and for such in¬ 
 demnification, reimbursement and compensation a first lien is hereby 
 imposed by the Company in favor of the Trustees upon the trust estate. 
 
 Whenever, in the administration of the trusts of this Indenture, 
 the Trustees shall deem it necessary or desirable that any matter be 
 proved or established prior to the Trustees taking or suffering any action 
 hereunder, such matter (unless other evidence in respect thereof be herein 
 specifically prescribed) may be deemed to be conclusively proved and 
 established by a certificate signed by the President or a Vice-President and 
 the Treasurer or Assistant Treasurer of the Company and delivered to 
 the Trustees, and such certificate shall be full warrant to the Trustees for 
 any action taken or suffered by them under the provisions of this Inden¬ 
 ture on the faith thereof; but in their discretion the Trustees may require 
 such further or additional evidence as to them may seem reasonable; 
 and the Trustees shall at all times be authorized to make examination 
 by themselves or their agents of the affairs of the Company for the 
 purpose of informing themselves as to the performance by the Company 
 of all of its covenants hereunder, or for the purpose of advising the Trus¬ 
 tees as to the exercise of any power hereunder, and the expense of any 
 such examination shall be born by the Company. 
 
 The Corporate Trustee shall allow and credit upon any moneys 
 which it may at any time receive or hold under any of the provisions of 
 
53 
 
 this Indenture interest at such rates as it allows at the same time upon 
 other deposits of similar character. 
 
 The Trustees may buy, sell or deal in the bonds and coupons secured 
 hereby as freely as if they were not Trustees hereunder, and no trust 
 relationship shall arise hereunder as to any such bonds or coupons 
 which may be owned by either of said Trustees. 
 
 Section 2. Any Trustee may resign and be discharged from the 
 trusts created by this Indenture by giving to the Company notice in 
 writing, and to the bondholders notice by publication of such resigna¬ 
 tion, specifying a date when such resignation shall take effect, which 
 notice shall be published at least once a week for two successive weeks 
 prior to the date so specified, in one daily newspaper of general circula¬ 
 tion published in each of the cities of Little Rock, Arkansas, New York 
 and Chicago. Such resignation shall take effect on the day specified in 
 such notice, unless previously a successor trustee shall have been appointed 
 by the bondholders as hereinafter provided, in which event such resigna¬ 
 tion shall take effect immediately on the appointment of such successor 
 trustee. 
 
 Any Trustee may be removed at any time by an instrument in 
 writing, appointing a successor to the Trustee so removed, filed with eacli 
 of the Trustees and executed by the holders of a majority in amount of 
 the bonds hereby secured and then outstanding. 
 
 Section 3. In case at any time the Corporate Trustee shall resign 
 or shall be removed or otherwise shall become incapable of acting, a suc¬ 
 cessor may be appointed by the holders of a majority in amount of the 
 said bonds then outstanding, by an instrument in writing filed with the 
 Trustees and executed by such bondholders; but until a new Corporate 
 Trustee shall be appointed by the bondholders as herein authorized, the 
 Company, by an instrument executed by order of its Board of Directors, 
 shall appoint a Trustee to fill such vacancy. After any such appoint¬ 
 ment by the Company, it shall cause notice of such appointment to be 
 
54 
 
 published once a week, for two successive weeks, in one daily newspaper 
 of general circulation published in each of the cities of Little Rock, 
 Arkansas, New York and Chicago, but any new Trustee so appointed 
 by the Company shall immediately and without further act be super¬ 
 seded by a Trustee appointed in the manner above provided by the 
 holders of a majority in amount of said bonds, whenever such appoint¬ 
 ment by said bondholders shall be made. 
 
 If in a proper case no appointment of a successor trustee shall be 
 made pursuant to the foregoing provisions of this Article within six 
 months after either the resignation of the Corporate Trustee or any 
 successor shall have taken effect, or the Corporate Trustee or any suc¬ 
 cessor shall have become incapable of acting, the holder of any bond 
 hereby secured or the retiring Trustee may apply to any court of com¬ 
 petent jurisdiction to appoint a successor trustee. Said court may there¬ 
 upon after such notice, if any, as such court may deem proper and pre¬ 
 scribed, appoint a successor trustee. 
 
 Any successor trustee appointed hereunder shall execute, acknowl¬ 
 edge and deliver to the Company an instrument accepting such appoint¬ 
 ment hereunder and thereupon such successor trustee, without any 
 further act, deed, conveyance or transfer, shall become vested with the 
 title to the mortgaged premises, with all the rights, powers, trusts, duties 
 and obligations of its predecessor in the trust hereunder with like effect 
 as if originally named as Trustee herein. Upon request of such successor 
 trustee, the Company and the Trustee ceasing to act shall execute and 
 deliver such instruments of conveyance and further assurance and do 
 such other things as may reasonably be required for more fully and cer¬ 
 tainly vesting and confirming in such successor trustee all the right, title 
 and interest of the Trustee ceasing to act in and to the mortgaged prem¬ 
 ises and property and such rights, powers, trusts, duties and obligations, 
 and the Trustee ceasing to act shall also, upon like request, assign and 
 deliver to the successor trustee any property subject to the lien of this 
 Indenture which may then be in its possession. 
 
55 
 
 Every successor corporate trustee hereunder shall always be a trust 
 company in good standing, organized under the laws of the State of New 
 York, and doing business in the City of New York, or organized under 
 the laws of Illinois and doing business in the City of Chicago, having a 
 capital, undivided profits and surplus aggregating at least $2,000,000, 
 if there be such a trust company willing and able to accept such trust 
 upon reasonable and customary terms. 
 
 Section 12. Frank H. Jones, one of the parties of the second part, 
 has been joined as Individual Trustee hereunder, so that if, by any present 
 or future law in any jurisdiction in which it may be necessary to perform 
 any act in the execution of the trust hereby created, the Continental and 
 Commercial Trust and Savings Bank, as Trustee, or its successor or suc¬ 
 cessors, may be incompetent or unqualified to act as such Trustee, then 
 all the acts required to be performed in such jurisdiction, in the execu¬ 
 tion of the trusts hereby created, shall and will be performed by said 
 Frank H. Jones, as Trustee, or his successor or successors, acting alone. 
 Except as it may be deemed necessary for the said Frank H. Jones solely to 
 execute the trusts hereby created, the Continental and Commercial Trust 
 and Savings Bank, Trustee, or its successor or successors may solely have 
 and exercise the powers, and shall be solely charged with the perform¬ 
 ance of the duties herein declared on the part of the Trustees to be had 
 and exercised or to be performed. 
 
 Any requests in writing by the Continental and Commercial Trust 
 and Savings Bank, Trustee, or by any trust company appointed in suc¬ 
 cession to it, to the Individual Trustee hereunder, or to any Trustee 
 appointed in succession to him, shall be sufficient warrant for the Indi¬ 
 vidual Trustee or his successor or successors in taking such action as may 
 be requested. 
 
 Such Individual Trustee or any successor or successors may dele 
 gate to the Continental and Commercial Trust and Savings Bank, Trus¬ 
 tee, or any Trust Company, appointed in succession to it, the exercise of 
 
56 
 
 any power, discretionary or otherwise, conferred by any provision of this 
 indenture. 
 
 Said Continental and Commercial Trust and Savings Bank, as Trus¬ 
 tee, and its successors from time to time in the trusts hereby created, 
 shall have the power at any time, by an instrument in writing, duly exe¬ 
 cuted by its President or Vice-President, under its seal, to remove said 
 Frank II. Jones from his position as one of the Trustees hereunder, and 
 to appoint some other officer of the Trust Company then acting as one 
 of the Trustees hereunder, as successor-in-trust to the said Frank H. 
 Jones, and any successor-in-trust, so appointed, in case of the removal of 
 said Frank H. Jones as Trustee, or in case of the death, resignation, or 
 inability to act of the said Frank H. Jones, shall be vested with all and 
 singular, the same power and authority as is in this trust deed conferred 
 upon the said Frank H. Jones. 
 
 ARTICLE XIII. 
 
 Miscellaneous Provisions. 
 
 All the covenants, stipulations and agreements in this Indenture 
 contained are and shall be for the sole and exclusive benefit of the parties 
 hereto, their successors and assigns, and of the holders of the bonds and 
 of the coupons hereby secured. 
 
 Whenever in this Indenture either of the parties hereto is named or 
 referred to, it shall be deemed to include the successors and assigns of 
 such parties, and all the covenants, promises and agreements in this 
 Indenture contained by or on behalf of the Company, or by or on behalf 
 of the Trustees, shall bind and inure to the benefit of their respective 
 successors and assigns, whether so expressed or not. 
 
 This Indenture may be simultaneously executed in any number of 
 counterparts, and all said counterparts executed and delivered, each as 
 an original, shall constitute but one and the same instrument. 
 
 In witness whereof said Arkansaw Water Company and said 
 Continental and Commercial Trust and Savings Bank have caused 
 
57 
 
 these presents to be signed in their respective corporate names by their 
 respective presidents or vice-presidents, and impressed with their respec¬ 
 tive corporate seals, attested by their respective secretaries or assistant 
 secretaries, and said Frank H. Jones has hereunto signed his name 
 and affixed his seal, all as of the dav and vear first above written. 
 
 Arkansaw Water Company, 
 
 [corporate seal.] By M. F. Riley, 
 
 Attest: President. 
 
 G. M. Gadsby, 
 
 Asst. Secretary. 
 
 Signed, sealed and delivered by 
 Arkansaw Water Company in 
 the presence of 
 
 Reuben B. Crispell, 
 
 Harry E. Towle. 
 
 Continental and Commercial Trust and Savings Bank, 
 [corporate seal.] By John Jay Abbott, 
 
 Attest: Vice-President. 
 
 Frank H. Jones, 
 
 Secretary. 
 
 Signed, sealed and delivered by 
 Continental and Commercial 
 Trust and Savings Bank in the 
 presence of 
 
 Lewis C. Davis, 
 
 Walter E. Toon. 
 
 Frank H. Jones, Trustee. 
 
 Signed, sealed and delivered by 
 Frank H. Jones in the 
 presence of 
 
 Lewis C. Davis, 
 
 Walter E. Toon. 
 
58 
 
 State of New York) 
 
 County of New Yorkj ss ' 
 
 On this 29th day of January, 1916, personally appeared before me, 
 the undersigned, a Notary Public duly commissioned and sworn to act 
 both for the County of New York and in said State aforesaid, M. F. Riley, 
 to me well known as the President of the Arkansaw Water Company, 
 and G. M. Gadsby, to me well known as the Assistant Secretary of said 
 Company, and they severally duly acknowledged that they had in their 
 said official capacities executed the foregoing mortgage or deed of trust 
 as the act and deed of said Company, for the consideration and purposes 
 therein mentioned; and the said M. F. Riley further acknowledged that, 
 as President of said Company, he executed said mortgage or deed of trust 
 in the name of and under the corporate seal of said Company, which is 
 affixed thereto; and the said G. M. Gadsby further acknowledged that, 
 as Assistant Secretary of said Company, he duly attested the corporate 
 seal of said Company; and they both severally duly acknowledged that the 
 said mortgage or deed of trust is the act and deed of said Arkansaw Water 
 Company, and that it and they in its behalf have executed the same for the 
 consideration and purposes therein mentioned and set forth; and I do so 
 certify. 
 
 Witness my hand and notarial seal the day and year hereinbefore 
 written. 
 
 A. G. Swan, 
 Notarv Public. 
 
 t j 
 
 Notary Public, Kings County, 
 Certificate Filed in New York County No. 216, 
 New York County Register No. 6390. 
 
 My Commission Expires 
 March 30, 1916. 
 
59 
 
 State of Illinois) 
 
 County of Cook ) ss ‘ 
 
 On this 31st day of January, 1916, personally appeared before 
 me, the undersigned, a Notary Public duly commissioned and sworn 
 to act both for the County of Cook and in said State aforesaid, John Jay 
 Abbott, to me well known as the Vice President of the Continental and 
 Commercial Trust and Savings Bank, and Frank H. Jones, to me well 
 known as the Secretary of said Continental and Commercial Trust and 
 Savings Bank, and they severally duly acknowledged that they had in 
 their said official capacities executed the foregoing mortgage or deed of 
 trust as the act and deed of said Continental and Commercial Trust and 
 Savings Bank, for the consideration and purposes therein mentioned; 
 and the said John Jay Abbott further acknowledged that, as Vice Presi¬ 
 dent of said Continental and Commercial Trust and Savings Bank, he 
 executed said mortgage or deed of trust in the name of and under the 
 corporate seal of said Continental and Commercial Trust and Savings 
 Bank, which is affixed thereto, and the said Frank H. Jones further 
 acknowledged that, as Secretary of said Continental and Commercial 
 Trust and Savings Bank, he duly attested the corporate seal of said Con¬ 
 tinental and Commercial Trust and Savings Bank, and they both severally 
 duly acknowledged that the said mortgage or deed of trust is the act 
 and deed of said Continental and Commercial Trust and Savings Bank 
 and that it and they in its behalf have executed the same for the considera¬ 
 tion and purposes therein mentioned and set forth; and I do so certify. 
 
 Witness my hand and notarial seal the day and year hereinbefore 
 written. 
 
 My Commission Expires 
 October 29, 1918. 
 
 L. E. Falk, 
 Notary Public. 
 
60 
 
 State of Illinois) 
 
 County of Cook j ss ' 
 
 On this 31st day of January, 1916, personally appeared before 
 me, the undersigned, a Notary Public duly commissioned and sworn 
 to act both for the County of Cook and in said State aforesaid, Frank H. 
 Jones, to me well known as one of the parties who executed the foregoing 
 mortgage or deed of trust, and he duly acknowledged that he had executed 
 the same for the consideration and purposes therein mentioned and set 
 forth; and I do so certify. 
 
 Witness my hand and notarial seal the day and year hereinbefore 
 written. 
 
 My Commission Expires 
 October 29, 1918. 
 
 L. E. Falk, 
 Notary Public. 
 
 B 36 
 
 8501U