Univ.of jii. Library 
 51 
 
 _ 
 
 THE ATLANTIC REFINING COMPANY 
 
 AND 
 
 THE EQUITABLE TRUST COMPANY OF NEW YORK 
 
 Trustee 
 
 3rust Agmmpnt 
 
 Dated March 1, 1921 
 
 $15,000,000 
 
 TEN YEAR SIX AND ONE-HALF PER CENT GOLD DEBENTURES 
 

 
 
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 THIS AGREEMENT, dated March 1, 1921, between 
 The Atlantic Refining Company, a corporation organ¬ 
 ized and existing under the laws of Pennsylvania (here¬ 
 inafter called the Company), party of the first part, and 
 The Equitable Trust Company of New York, a cor¬ 
 poration organized and existing under the laws of New 
 York, as Trustee (hereinafter called the Trustee), party 
 of the second part, 
 
 WlTNESSETH : 
 
 Whereas the Company is authorized to borrow money 
 for its corporate purposes and to issue debentures as 
 hereinafter provided; and 
 
 Whereas the Company desires to borrow money for 
 such purposes and, to that end, pursuant to and in ac¬ 
 cordance with resolutions duly adopted by its Board of 
 Directors, has determined to make an issue of deben¬ 
 tures, to be known as its Ten Year Six and One-Half Per 
 Cent. Gold Debentures, in the aggregate principal amount 
 of Fifteen Million Dollars ($15,000,000) in denomina¬ 
 tions of $100, $500 and $1,000; to be dated March 1, 1921, 
 and to mature on March 1, 1931; to bear interest at the 
 rate of six and one-half per cent. (6U>%) per annum from 
 March 1, 1921, payable semi-annually on March 1 and 
 September 1 in each year; to be payable, both principal 
 and interest, in gold coin of the United States of America 
 of or equal to the standard of weight and fineness exist¬ 
 ing on March 1, 1921, at the principal office of the Trustee 
 in the Borough of Manhattan, City and State of New 
 
2 
 
 York, without deduction for any Federal income tax not 
 exceeding two per cent. (2%) in any year and with¬ 
 out deduction for any Pennsylvania personal prop¬ 
 erty tax not to exceed four mills on each dollar 
 of principal amount in any year, which the Company 
 or the Trustee may be required or permitted to pay 
 thereon or retain therefrom under any present or future 
 laws of the United States of America and/or of the Com¬ 
 monwealth of Pennsylvania respectively; and to be re¬ 
 deemable in whole and redeemable in part (by lot in 
 parcels of $500,000 or more), at the option of the Com¬ 
 pany, on any interest payment date, on not less than 
 thirty (30) days notice, at the principal amount thereof, 
 together with accrued interest, plus a premium of three 
 and one-half per cent. (3y>%) of such principal amount, 
 if redeemed on or before March 1, 1922, and thereafter 
 at a premium of one-quarter of one per cent. 0/4%) of 
 such principal amount less for each half year elapsed 
 after March 1, 1922, until a premium of one-half of one 
 per cent. (y 2 %) is reached, and thereafter at a premium 
 of one-half of one per cent. (M>%); 
 
 Whereas the Company, in and by said resolutions 
 of its Board of Directors, and by vote of a majority in 
 interest of its stockholders has duly authorized the exe¬ 
 cution and delivery of this agreement; and 
 
 Whereas the text of all of said debentures and of 
 the coupons to be annexed thereto (appropriate inser¬ 
 tions as to face amounts, etc., to be made therein) and 
 of the Trustee’s certificate of authentication to be en¬ 
 dorsed thereon is to be substantially as follows: 
 
3 
 
 (Form of Debenture.) 
 
 No. $ 
 
 United States of America 
 
 THE ATLANTIC REFINING COMPANY 
 
 Ten Year Six and One-Half Per Cent. Gold Debenture 
 The Atlantic Refining Company, a corporation of 
 the Commonwealth of Pennsylvania (herein called the 
 Company), for value received, hereby promises to pay 
 on March 1, 1931, at the principal office of The Equitable 
 Trust Company of New York, in the Borough of Man¬ 
 hattan, City and State of New York, to the bearer hereof 
 or, if this debenture be registered, to the registered owner 
 hereof Dollars 
 
 in gold coin of the United States of America of or equal 
 to the standard of weight and fineness existing on March 
 1, 1921, and to pay in like gold coin, interest thereon 
 from March 1, 1921, until paid, at the rate of six and one- 
 half per cent. (6yo%) per annum, payable at said office 
 semi-annually on March 1 and September 1 in each year. 
 Until maturity of this debenture such interest shall be 
 paid only upon presentation and surrender of the an¬ 
 nexed interest coupons as they severally mature. 
 
 Both the principal of and the interest on this deben¬ 
 ture shall be paid without deduction for any Federal in¬ 
 come tax not exceeding two per cent. (2%) in any year, 
 which the Company or the Trustee under the Trust 
 Agreement hereinafter mentioned may be required or 
 permitted to pay thereon or retain therefrom under any 
 present or future law of the United States of America. 
 The Company agrees, as provided in said Trust Agree¬ 
 ment, to reimburse to the holder, or if registered to the 
 registered owner hereof, any and all taxes, (other than 
 succession or inheritance taxes) which may be imposed 
 upon this debenture or upon such holder or registered 
 owner by reason of his ownership hereof under any 
 
4 
 
 present or future law of the Commonwealth of Pennsyl¬ 
 vania, or of any county, municipality or taxing authority 
 in said Commonwealth but not in excess of four mills 
 per annum on each dollar of the principal amount of this 
 debenture. Both principal and interest of this debenture 
 are payable without deduction for said taxes. 
 
 This debenture is one of an authorized issue of cou¬ 
 pon debentures of the Company in the aggregate prin¬ 
 cipal amount of Fifteen Million Dollars ($15,000,000), 
 issued under and subject to the provisions of a Trust 
 Agreement dated March 1, 1921, between the Company 
 and The Equitable Trust Company of New York, as 
 Trustee, to which Trust Agreement reference is hereby 
 made for a statement of the rights of the holders of the 
 debentures and coupons issued thereunder. 
 
 This debenture shall pass by delivery, unless regis¬ 
 tered in the holder’s name at the office of said Trustee 
 in the Borough of Manhattan, City of New York, such 
 registration being noted hereon; after such registration 
 no transfer hereof shall be valid unless made at said 
 office by the registered owner in person or by his duly 
 authorized attorney and similarly noted hereon; but this 
 debenture may be discharged from registration by being 
 in like manner transferred to bearer, whereupon trans¬ 
 ferability by delivery shall be restored; and this deben¬ 
 ture may again from time to time be registered or trans¬ 
 ferred to bearer as before. Such registration, however, 
 shall not affect the negotiability of the coupons, which 
 shall continue to be transferable by delivery. 
 
 If an event of default as specified in said Trust Agree¬ 
 ment shall occur, the principal of said debentures may 
 become or lie declared due and payable in the manner 
 and with the effect in said Trust Agreement provided. 
 
 The debentures of this issue are subject to redemp¬ 
 tion in whole, or in part by lot in parcels of $500,000 or 
 more, at the option of the Company, on any interest pay¬ 
 ment date, on not less than thirty (30) days notice given 
 as provided in said Trust Agreement, at the principal 
 amount thereof, together with accrued interest, plus a 
 
5 
 
 premium of three and one-half per cent. (3^2%) of such 
 principal amount, if redeemed on or prior to March 1, 
 1922, and thereafter at a premium of one-quarter of one 
 per cent, of such principal amount less for each half year 
 elapsed after March 1, 1922, until a premium of one-half 
 of one per cent, is reached and thereafter at a premium 
 of one-half of one per cent. 
 
 Said Trust Agreement also provides for the payment 
 by the Company to the Trustee, for the purpose of a Sink¬ 
 ing Fund, on March 1, 1922, and on March 1 of each year 
 thereafter, of the sum of $500,000 to be used in the pur¬ 
 chase and retirement of debentures, at prices not in ex¬ 
 cess of par and accrued interest, in the manner therein 
 provided. If in any year sufficient debentures can not 
 be so purchased within four months after such payment 
 is made, the unexpended balance of such payment will 
 revert to the general funds of the Company. 
 
 No recourse shall be had for the payment of the prin¬ 
 cipal of or the interest on this debenture or for any claim 
 based hereon or otherwise in respect hereof or of said 
 Trust Agreement against any incorporator or any past, 
 present or future stockholder, officer or director of the 
 Company, either directly or through the Company, by 
 virtue of any constitution, statute or rule of law or by 
 the enforcement of any assessment or otherwise; any and 
 all liability of any incorporator, stockholder, officer or 
 director of the Company being, by the acceptance and as 
 part of the consideration for the issue hereof, expressly 
 released. 
 
 This debenture shall not be valid or obligatory for 
 any purpose until the certificate endorsed hereon shall 
 have been signed by the Trustee under said Trust Agree¬ 
 ment. 
 
 In witness whereof The Atlantic Refining Com¬ 
 pany has caused this debenture to be signed in New York 
 City by its President or one of its Vice-Presidents and by 
 its Treasurer or an Assistant Treasurer and its corpo- 
 
6 
 
 rate seal to be hereunto affixed and coupons, bearing the 
 facsimile signature of its Treasurer, to be annexed here¬ 
 to as of the first day of March in the year One Thousand 
 Nine Hundred and Twenty-One. 
 
 The Atlantic Refining Company, 
 
 By 
 
 Vice President. 
 
 Treasurer. 
 
 (Form of Coupon.) 
 
 No. $. 
 
 On 1, 19 , upon the surrender 
 
 hereof, The, Atlantic Refining Company will pay to 
 bearer, at the principal office of The Equitable Trust Com¬ 
 pany of New York, in the Borough of Manhattan, City of 
 New York, Dollars in United 
 
 States Gold Coin, without deduction for any Federal in¬ 
 come tax not exceeding two per cent. (2%) or for any 
 Pennsylvania property tax not exceeding four mills on 
 each dollar of principal in any year, being six months 
 interest then due on its Ten Year Six and One-half Per 
 Cent. Gold Debenture, No. unless said de¬ 
 
 benture shall have been called for previous redemption. 
 
 Treasurer. 
 
 (Form of Trustee’s Certificate.) 
 
 This is one of the Debentures referred to in the within 
 mentioned Trust Agreement. 
 
 The Equitable Trust Company" of New York, 
 
 Trustee, 
 
 By 
 
 Assistant Secretary. 
 
7 
 
 and 
 
 Whereas the Trustee has power to enter into this 
 agreement and to accept and execute the trusts hereby 
 created; and 
 
 Whereas all things have been done and performed, 
 which are necessary to make said debentures (herein¬ 
 after called the Debentures), when executed by the Com¬ 
 pany and authenticated by the Trustee, valid and binding 
 legal obligations of the Company and this agreement a 
 valid agreement for the uses and purposes herein set 
 forth; 
 
 Now, therefore, in consideration of the premises and 
 of the purchase and acceptance of the Debentures by 
 the holders thereof and of the sum of One Dollar ($1) to 
 the Company duly paid by the Trustee at or before the 
 ensealing and delivery of these presents, the receipt 
 whereof is hereby acknowledged, the Company covenants 
 and agrees with the Trustee, for the equal and propor¬ 
 tionate benefit of all present and future holders and reg¬ 
 istered owners of the Debentures and of the coupons 
 thereto appertaining, as follows, to wit: 
 
 ARTICLE FIRST. 
 
 Form, Execution and Registration of Debentures. 
 
 Section 1. The Debentures and the interest coupons 
 appertaining thereto shall be substantially of the tenor 
 and purport above recited, the words “unless said de¬ 
 benture shall have been called for previous redemption” 
 to be omitted from the coupon maturing on September 1, 
 1921. The aggregate principal amount of all Debentures 
 which may be issued and outstanding under this agree- 
 
8 
 
 ment at any time shall not exceed Fifteen Million Dollars 
 ($15,000,000), except as provided in Section 7 of this 
 Article in respect of lost or destroyed Debentures. The 
 Debentures shall be dated March 1, 1921, and shall be 
 payable March 1, 1931, unless they shall be called for pre¬ 
 vious redemption as herein provided. 
 
 Section 2. The Debentures shall be of the denomina¬ 
 tions of $100, $500 and/or $1,000. The Debentures of the 
 denomination of $100 shall be numbered Cl and con¬ 
 secutively upward, those of the denomination of $500 D1 
 and consecutively upward and those of the denomination 
 of $1,000 Ml and consecutively upward. 
 
 Every Debenture for $1,000 shall bear endorsed there¬ 
 on a legend reciting that the holder thereof may, at his 
 option, and on surrender and cancellation thereof, to¬ 
 gether with all unmatured coupons appertaining there¬ 
 to, and on payment of the charges hereinafter mentioned, 
 receive in exchange therefor Debentures for a principal 
 amount aggregating $1,000, in denominations of $100 
 and/or $500 and having numbers not contemporaneously 
 outstanding; and may contain such further specifications 
 as may be required to conform to any rule of the New 
 York Stock Exchange and/or other Exchanges and any 
 usage with respect thereto. Whenever any Debenture 
 of the denomination of $1,000, together with all unma¬ 
 tured coupons appertaining thereto, shall be so surren¬ 
 dered to the Trustee, the Company, upon payment of such 
 charges, shall execute and the Trustee shall authenticate 
 and deliver in exchange therefor Debentures for a prin¬ 
 cipal amount aggregating $1,000, in denominations of 
 $100 and/or $500 as the holder may request, having num¬ 
 bers not contemporaneously outstanding and having ap¬ 
 propriate coupons annexed. 
 
9 
 
 Every Debenture for $500 shall bear endorsed there¬ 
 on a legend reciting that the holder thereof may, at his 
 option, and on surrender and cancellation thereof, to¬ 
 gether with all unmatured coupons appertaining there¬ 
 to, and on payment of the charges hereinafter mentioned, 
 receive in exchange therefor Debentures for a principal 
 amount aggregating $500, in denominations of $100 and 
 having numbers not contemporaneously outstanding; and 
 may contain such further specifications as may be re¬ 
 quired to conform to any rule of the New York Stock 
 Exchange and/or other Exchanges and any usage with 
 respect thereto. Whenever any Debenture of the denomi¬ 
 nation of $500, together with all unmatured coupons ap¬ 
 pertaining thereto, shall be so surrendered to the Trustee, 
 the Company, upon payment of such charges, shall exe¬ 
 cute and the Trustee shall authenticate and deliver in 
 exchange therefor Debentures for a principal amount 
 aggregating $500, in denominations of $100, having num¬ 
 bers not contemporaneously outstanding and having ap¬ 
 propriate coupons annexed. 
 
 Every Debenture for $100 and every Debenture for 
 $500 shall bear endorsed thereon a legend reciting that 
 the holder thereof may, at his option, and on surrender 
 and cancellation thereof with other Debentures aggre¬ 
 gating $1,000 in principal amount, together with all un¬ 
 matured coupons appertaining thereto, and on payment 
 of the charges hereinafter mentioned, receive in exchange 
 therefor a Debenture having a number not contempo¬ 
 raneously outstanding, of the denomination of $1,000; 
 and may contain such further specifications as may be 
 required to conform to any rule of the New York Stock 
 Exchange and/or other Exchanges and any usage with 
 respect thereto. Whenever Debentures of the denomina- 
 
10 
 
 tions of $100 and/or $500, aggregating- $1,000 in principal 
 amount, together with all unmatured coupons appertain¬ 
 ing thereto, shall be so surrendered to the Trustee, the 
 Company, upon payment of such charges, shall execute 
 and the Trustee shall authenticate and deliver in ex¬ 
 change therefor a Debenture of the denomination of 
 $1,000, having a number not contemporaneously outstand¬ 
 ing and having appropriate coupons annexed. 
 
 Every Debenture for $100 shall bear endorsed there¬ 
 on a legend reciting that the holder thereof may, at his 
 option, and on surrender and cancellation thereof with 
 other Debentures aggregating $500 in principal amount, 
 together with all unmatured coupons appertaining there¬ 
 to, and on payment of the charges hereinafter men¬ 
 tioned, receive in exchange therefor a Debenture having 
 a number not contemporaneously outstanding, of the de¬ 
 nomination of $500; and may contain such further specifi¬ 
 cations as may be required to conform to any rule of flic 
 New York Stock Exchange and/or other Exchanges and 
 any usage with respect thereto. Whenever Debentures 
 of the denomination of $100 aggregating $500 in principal 
 amount, together with all unmatured coupons appertain¬ 
 ing thereto, shall be so surrendered to the Trustee, the 
 Company, upon payment of such charges, shall execute 
 and the Trustee shall authenticate and deliver in ex¬ 
 change therefor a Debenture of the denomination of $500, 
 having a number not contemporaneously outstanding and 
 having appropriate coupons annexed. 
 
 Upon every exchange of Debentures of one denomina¬ 
 tion for Debentures of a different denomination as pro¬ 
 vided in this Section, the Company may require the 
 payment of a sum sufficient to reimburse it for any stamp 
 tax or other governmental charge connected therewith. 
 
11 
 
 and also a further sum not exceeding one dollar ($1) for 
 each new Debenture issued upon such exchange. In every 
 case of such exchange the Trustee shall forthwith cancel 
 any surrendered Debentures and coupons and shall, upon 
 its written request, deliver the same to the Company. 
 
 Section 3. The Debentures shall be signed in the 
 name and on behalf of the Company by its President or 
 one of its Vice-Presidents and by its Treasurer or an 
 Assistant Treasurer and its corporate seal shall be af¬ 
 fixed thereto. They shall then lie delivered to the Trus¬ 
 tee for authentication by it, whereupon, as provided in 
 Article Second hereof and not otherwise, the Trustee 
 shall authenticate and deliver the same. In case any 
 of the officers who shall have signed or sealed any of 
 the Debentures shall cease to be such officer or officers 
 of the Company before the Debentures so signed or 
 sealed shall have been authenticated and delivered by 
 the Trustee such Debentures may, nevertheless, be au¬ 
 thenticated and delivered by the Trustee and, upon such 
 authentication and delivery, shall be as binding upon 
 the Company as though those who signed and sealed 
 the same had continued to be such officers of the Com¬ 
 pany. Only such of the Debentures as shall bear thereon 
 endorsed a certificate in the form hereinbefore recited, 
 executed by the Trustee, shall be issued under or en¬ 
 titled to the benefit of this agreement, and such certifi¬ 
 cate of the Trustee shall be conclusive evidence and the 
 only evidence that the Debentures so authenticated have 
 been issued hereunder and are entitled to the benefit of 
 this agreement. 
 
 The coupons to be annexed to the Debentures shall 
 bear the facsimile signature of the present Treasurer of 
 the Company or the facsimile signature of any future 
 
12 
 
 Treasurer thereof and the Company may adopt and use 
 for that purpose the facsimile signature of any person 
 who shall have been its Treasurer, notwithstanding the 
 fact that he may have ceased to be such at the time when 
 any of the Debentures shall be authenticated, delivered 
 or issued. 
 
 Section 4. The Company will keep at the office of the 
 Trustee in the Borough of Manhattan, City of New York, 
 a sufficient register or registers for the registration and 
 transfer of the Debentures; and, upon presentation at 
 such office for such purpose, the Company will, under 
 such reasonable regulations as it may prescribe, register 
 as to principal any of the Debentures. 
 
 The holder of any Debenture may have the ownership 
 thereof registered at such office, such registry being 
 noted on the Debenture by the Registrar, after which reg¬ 
 istration and notation, no transfer shall be valid, unless 
 made at such office by the registered owner in person or 
 by his duly authorized attorney and similarly noted on 
 the Debenture. Upon presentation at such office of any 
 such Debenture registered as to principal, accompanied 
 by delivery of a written instrument of transfer in form 
 approved by the Registrar, executed by the registered 
 owner in person or by his duly authorized attorney, the 
 same may be transferred upon such register by the reg¬ 
 istered owner in person or by his duly authorized attor¬ 
 ney and such transfer shall be noted by the Registrar 
 on the Debenture. The registered owner of any De¬ 
 benture registered as to principal shall also have the 
 right to cause the same to be transferred and regis¬ 
 tered as payable to bearer, in which case transferability 
 by delivery will be restored and thereafter the principal 
 
13 
 
 of such Debenture, when due, shall be payable to the per¬ 
 son presenting the same; but any Debenture registered 
 as payable to bearer may be registered again in the name 
 of the holder with the same effect as a first registration 
 thereof. Successive registrations and transfers, as afore¬ 
 said, may be made from time to time as desired and each 
 registration of a Debenture shall be noted thereon. The 
 registration of a Debenture shall not affect the nego¬ 
 tiability, by delivery merely, of the coupons appertain¬ 
 ing thereto, but every such coupon shall continue to pass 
 by delivery and shall remain payable to bearer as therein 
 provided and payment thereof to bearer shall fully dis¬ 
 charge the Company in respect of the interest therein 
 mentioned, whether or not such Debenture be registered 
 as to principal. For any such transfer or registration of 
 a Debenture the Company may require the payment of a 
 sum sufficient to reimburse it for any stamp tax or other 
 governmental charge that may be imposed thereon. 
 
 The Trustee is hereby appointed Registrar for the 
 purpose of registering as to principal and thereafter 
 transferring any of the Debentures as herein provided. 
 
 Section 5. The Company and the Trustee may con¬ 
 sider and treat the person, in whose name any Debenture 
 issued hereunder shall be registered as to principal, as 
 the owner thereof for all purposes, except that interest 
 thereon shall be payable only to the bearers of the cou¬ 
 pons appertaining thereto, and neither the Company nor 
 the Trustee shall be affected by any notice to the con¬ 
 trary. The Company and the Trustee may consider and 
 treat the bearer of any Debenture, which shall not at the 
 time be registered as to principal, and the bearer of any 
 coupon for interest on any Debenture, whether or not 
 
14 
 
 such Debenture shall be so registered and whether or not 
 such Debenture or coupon be overdue, as the absolute 
 owner of such Debenture or coupon for all purposes 
 whatsoever, and neither the Company nor the Trustee 
 shall be affected by any notice to the contrary. 
 
 Section 6. The Company has heretofore executed, 
 sold and delivered Interim Certificates in the principal 
 amount of Fifteen Million Dollars ($15,000,000) dated 
 February 14,1921, countersigned for the purpose of iden¬ 
 tification by said The Equitable Trust Company of New 
 York, in denominations of $100, $500 and $1,000, which 
 entitle bearers thereof upon surrender of said Interim 
 Certificates at the office of the Trustee hereunder to re¬ 
 ceive an equivalent principal amount of Debentures to be 
 issued under this trust agreement, when authorized by the 
 stockholders of the Company. As soon as Debentures 
 can be engraved and prepared and upon surrender of any 
 of such Interim Certificates for exchange, the Company 
 at its own expense shall execute and the Trustee shall au¬ 
 thenticate and deliver in exchange for such Interim Cer¬ 
 tificates engraved Debentures for the same aggregate 
 principal amount as the Interim Certificates surrendered. 
 Until so exchanged, the said Interim Certificates shall in 
 all respects be entitled to the same benefits under this 
 agreement as the engraved Debentures to be issued and 
 authenticated hereunder and interest, when and as pay¬ 
 able, shall be paid on presentation of such Interim Cer¬ 
 tificates and notation of such payment shall be endorsed 
 thereon. After engraved Debentures are ready for ex¬ 
 change no new Interim Certificates shall thereafter be 
 countersigned or issued by the Trustee, under any cir¬ 
 cumstances, whether by interchange of denominations, or 
 
15 
 
 in replacement of lost, mutilated or destroyed Interim 
 Certificates, or otherwise, nor shall any interest be paid 
 or noted on any Interim Certificates, but upon presenta¬ 
 tion and surrender of such Interim Certificates for ex¬ 
 change (or in cases where Interim Certificates have been 
 lost or destroyed, upon such proof, indemnity and pay¬ 
 ment of expenses as would have entitled the owner there¬ 
 of to receive new Interim Certificates as herein pro¬ 
 vided) the Trustee shall issue Debentures of like prin¬ 
 cipal amount with all coupons attached thereto corre¬ 
 sponding to interest thereon since March 1, 1921, not 
 theretofore paid upon said Interim Certificates, but any 
 coupon appertaining to any Debenture and corresponding 
 to interest theretofore paid upon the Interim Certificate 
 or Certificates surrendered in exchange therefor shall 
 be detached and cancelled by the Trustee on such ex¬ 
 change. The Trustee may treat the bearer of any of 
 such Interim Certificates as the owner thereof and 
 shall not be affected by any notice to the contrary. All 
 Interim Certificates exchanged for Debentures as herein 
 provided shall be cancelled by the Trustee and returned 
 to the Company. 
 
 Section 7. If any Debenture issued hereunder shall 
 become mutilated, the Company, at the expense of the 
 owner of said Debenture, shall execute and the Trustee 
 shall thereupon authenticate and deliver a new Deben¬ 
 ture of like tenor, bearing the same number and with 
 proper coupons annexed, in exchange and substitution 
 for the Debenture so mutilated, but only upon surrender 
 to the Trustee of the Debenture so mutilated for can¬ 
 cellation and the furnishing to the Trustee of indemnity 
 satisfactory to it. If any Debenture issued hereunder 
 shall be lost or destroyed, evidence of such loss or de- 
 
1G 
 
 struction may be submitted to the Company and the 
 Trustee and, if such evidence be satisfactory to both and 
 indemnity satisfactory to them shall be given, the Com¬ 
 pany, at the expense of the owner, shall execute and the 
 Trustee shall thereupon authenticate and deliver a new 
 Debenture of like tenor and of the same maturity, bearing 
 the same number (if the same be known) as the lost or 
 destroyed Debenture and with proper coupons annexed. 
 The provisions of this Section 7 so far as appropriate 
 shall apply to the execution, countersigning and delivery 
 of new Interim Certificates in place of mutilated, lost or 
 destroyed Interim Certificates issued by the Company as 
 aforesaid prior to or after the date of execution of this 
 agreement, but after engraved Debentures shall be ready 
 for exchange no new Interim Certificates shall be issued, 
 but Debentures shall be issued in lieu thereof as herein¬ 
 above provided. 
 
 ARTICLE SECOND. 
 
 Authentication and Issue of Debentures. 
 
 The Trustee, forthwith upon the execution and deliv¬ 
 ery of this agreement and the execution and delivery to 
 it by the Company of the Debentures, as hereinbefore 
 provided, and without any further action on the part of 
 the Company, shall authenticate the Debentures and 
 upon the surrender to the Trustee of any of the Interim 
 Certificates hereinbefore referred to, and in exchange 
 therefor, the Trustee shall deliver to the bearers of such 
 Interim Certificates, Debentures for the same aggre¬ 
 gate principal amount as the Interim Certificates sur¬ 
 rendered, in such authorized denominations as such 
 
17 
 
 bearers may request, without any duty on the part of the 
 Trustee to inquire as to the ownership of such Interim 
 Certificates or the right of such person or persons to re¬ 
 ceive Debentures in exchange therefor. 
 
 ARTICLE THIRD. 
 
 Particular Covenants of the Company. 
 
 The Company Covenants and Agrees: 
 
 Section 1. All real estate, plants and other property 
 of every kind and description owned by the Company 
 and its subsidiary companies (as hereinafter defined in 
 Section 2 of Article Twelfth) at the date hereof are free 
 and clear of mortgages, pledges or other liens, except (a) 
 mortgages in the sum of $61,000., (b) current taxes and 
 trade acceptances and (c) pledges of quick assets to 
 secure current loans in the ordinary course of business. 
 
 Section 2. The Company will punctually pay the 
 principal of and the interest on the Debentures issued 
 hereunder at the times and in the manner specified in the 
 Debentures and in the coupons annexed thereto, accord¬ 
 ing to the true intent and meaning thereof, both in gold 
 coin of the United States of America of or equal to the 
 standard of weight and fineness existing on March 1, 
 1921, and without deduction for any Federal income tax 
 not exceeding two per cent. (2%) in any year, which the 
 Company or the Trustee may be required or permitted 
 to pay thereon or retain therefrom under any present 
 or future law of the United States of America. The 
 Company agrees to reimburse to the holder, or if reg¬ 
 istered to the registered owner hereof, any and all 
 
18 
 
 taxes, (other than succession or inheritance taxes) which 
 may be imposed upon this Debenture or upon such holder 
 or registered owner by reason of his ownership hereof 
 under any present or future law of the Commonwealth 
 of Pennsylvania, or of any county, municipality or tax¬ 
 ing authority in said Commonwealth but not in excess of 
 four mills per annum on each dollar of the face amount 
 of this Debenture. Both principal and interest of this 
 Debenture are payable without deduction for said taxes. 
 When and as paid, all Debentures and all coupons shall 
 be surrendered to the Trustee and shall forthwith be 
 cancelled. 
 
 Section 3. Until all of the Debentures shall have 
 been paid, the Company will maintain an office or agency 
 at the principal office of The Equitable Trust Company 
 of New York, in the Borough of Manhattan, City of New 
 York for the payment of the principal and interest there¬ 
 of, and where notices, presentations and demands with 
 respect to the Debentures and Coupons may be served 
 and made. In default of any such office or agency, 
 presentation and demand may be made and notices may 
 be served at the office of the Trustee in said Borough 
 of Manhattan. 
 
 Section 4. Until all of the Debentures shall have 
 been paid, the Company will and will cause every subsid¬ 
 iary company to (a) diligently preserve its corporate or¬ 
 ganization (except as otherwise permitted by this agree¬ 
 ment) and all of the other franchises and rights to it 
 granted or upon it conferred, in so far as in the opinion 
 of the Board of Directors of the Company they continue 
 to be advantageous to the Company or to such subsid¬ 
 iary company; (b) promptly pay and discharge all taxes, 
 
19 
 
 assessments and governmental charges lawfully levied 
 or imposed upon it, its property, or any part thereof, or 
 upon its income or profits, or any part thereof, or upon 
 the interest of the Trustee hereunder or moneys in pos¬ 
 session of the Trustee pursuant to the provisions hereof, 
 as well as all lawful claims for labor, materials and sup¬ 
 plies, which, if unpaid, might by law become a lien or 
 charge upon its property; provided, however, that it 
 shall have the right in good faith to contest any such tax, 
 assessment, charge or claim and, pending such contest, 
 to delay or refuse payment thereof; and in so far as in 
 the opinion of the Board of Directors of the Company it 
 shall be advantageous (c) maintain and keep its plants 
 and other properties and every part and parcel thereof in 
 good condition, repair and working order and supply and 
 keep the same supplied with all necessary equipment and 
 make all necessary repairs, renewals and replacements 
 and actively conduct and carry on its usual business, ex¬ 
 cept as and to the extent that it may be prevented from 
 so doing by circumstances beyond its control. 
 
 Section 5. Until all of the Debentures shall have 
 been paid the Company will not create or suffer to be 
 created, nor will it permit any subsidiary company to 
 create or suffer to be created (except to the Company) 
 any mortgage, pledge or lien other than (a) purchase 
 money mortgages, (b) mortgages or liens existing on 
 property at the time of the acquisition thereof, (c) 
 pledges of quick assets for current loans in the ordinary 
 course of business, (d) mortgages or liens on real es¬ 
 tate situate in Philadelphia acquired as a site for an 
 office building owned by it and on buildings erected 
 thereon, (e) obligations secured by marine or other trails- 
 
20 
 
 portation plant and/or equipment acquired subsequent to 
 the date hereof for all or part of the purchase price 
 of such marine or other transportation plant and equip¬ 
 ment, upon any properties owned by the Company or by 
 any subsidiary company, without making effective provi¬ 
 sion in and by such new mortgage or other instrument 
 creating such pledge or lien whereby all of the Deben¬ 
 tures shall be directly secured equally and ratably with 
 the bonds or other obligations issued and to be issued un¬ 
 der such new mortgage or other instrument creating such 
 pledge or lien. 
 
 Until all of the Debentures shall have been paid 
 the Company agrees that it will not issue, create or 
 assume debentures and/or other funded debt, including 
 all mortgages, liens and pledges (but not including 
 mortgages, liens and pledges of the character set forth 
 in Clauses (b), (c), (d) and (e) of this Section 5, pro¬ 
 vided, however, that mortgages and liens of the char¬ 
 acter set forth in said clause (b) shall be‘included if the 
 Company assumes the same or becomes otherwise liable 
 therefor), which taken together with all the Debentures 
 and other funded debt of the Company, as above defined, 
 then outstanding, will aggregate at the time of such is¬ 
 sue, creation or assumption, more than 50% of its net 
 assets. The words “funded debt” as used in this Section 
 5 with reference to debt of the Company shall be con¬ 
 strued to mean all Debentures and other funded debt as 
 defined in the preceding sentence, issued, created or as¬ 
 sumed by the Company. Nothing herein contained shall 
 prevent the Company from acquiring property subject 
 to any extent whatsoever to mortages, pledges or liens, 
 provided that the Company does not assume or otherwise 
 become liable for such mortgages, pledges or liens, nor 
 
21 
 
 shall anything herein prevent the Company or any sub¬ 
 sidiary company from acquiring all or any portion of 
 the capital stock of any other company whose properties 
 are subject to mortgages, pledges or liens, or which may 
 have outstanding other funded debt to any amount what¬ 
 soever. In case of any acquisition of the character speci¬ 
 fied in the preceding sentence the mortgages, pledges or 
 liens not assumed by the Company and/or the mort¬ 
 gages, pledges, liens or other funded debt of the company 
 whose capital stock is acquired, as the case may be, shall 
 not be considered as part of the funded debt of the Com¬ 
 pany in computing the amount of the permissible funded 
 debt of the Company under the provisions of this para¬ 
 graph, but the value of the equity in any property so ac¬ 
 quired by the Company or any of its subsidiaries subject 
 to mortgages, pledges or liens and/or the actual cost or 
 fair value (whichever is less) of any capital stock of any 
 other company so acquired, as the case may be, shall be 
 included in computing the net assets of the Company for 
 the purpose of this agreement. 
 
 From time to time, when requested by the Trustee, 
 and in any event at least annually, without such request, 
 not later than the date of the current annual stockholders’ 
 meeting of the Company, the Company shall promptly 
 furnish to the Trustee (1) a balance sheet of the Com¬ 
 pany, (2) a statement of its debentures and other funded 
 debt then outstanding, and (3) a statement of its net as¬ 
 sets, as defined in this Section 5, all in such form and 
 reasonable detail as shall be satisfactory to the Trustee 
 and all certified by a certified public accountant or firm 
 of certified public accountants selected by the Company 
 and satisfactory to the Trustee in its uncontrolled discre¬ 
 tion (who may also be an accountant or firm of account- 
 
22 
 
 ants employed by the Company) and also certified by the 
 President or a Vice President and by the Treasurer or 
 an Assistant Treasurer of the Company. The value of 
 the assets of the Company as stated in such certified 
 balance sheet, shall be based upon the book value there¬ 
 of on the books of the Company on December 31, 1920, 
 plus the actual cost or fair market value on the date 
 as of which the particular balance sheet is made (which¬ 
 ever is less) of any assets acquired subsequently there¬ 
 to, and with reasonable allowance for depreciation since 
 December 31, 1920, in the case of assets owned by the 
 Company on that date, and for depreciation since such 
 subsequent acquisition in the case of assets subsequently 
 acquired. The words “net assets” as used in this Sec¬ 
 tion 5 for the purpose of determining the right of the 
 Company at any time to issue, create or assume addi¬ 
 tional funded debt, shall be construed to mean the value 
 of the total assets of the Company at that time com¬ 
 puted as required in the case of said certified balance 
 sheet (including the cash or, in the case of any consid¬ 
 eration other than cash, the fair market value of such 
 consideration, to be received by the Company as con¬ 
 sideration for the issue, creation or assumption of such 
 additional funded debt), less all funded debt (includ¬ 
 ing the funded debt so about to be issued, created or as¬ 
 sumed) and also all accounts and bills payable and other 
 indebtedness of the Company, secured or unsecured, 
 whether or not presently payable, and all other liabilities 
 of the Company of any nature whatsoever, shown, or 
 which, in accordance with the usual accounting practice 
 of corporations conducting a business similar to that 
 of the Company, should be shown upon the books of the 
 Company, excepting capital stock and surplus. The 
 Trustee may rely upon the truth and accuracy of any 
 statement contained in any such balance sheet, statement 
 
23 
 
 of Debentures and other funded debt or statement of 
 net assets so furnished and certified; but the Trustee 
 may, in its discretion and at its option and at the expense 
 of the Company, make an independent investigation into 
 the truth or accuracy of any facts stated therein. Noth¬ 
 ing contained in this Section 5, however, shall take from 
 the Trustee the absolute protection herein conferred 
 upon it in case it shall accept as conclusive, without fur¬ 
 ther investigation, any statement so furnished and certi¬ 
 fied. 
 
 Section G. Until all of the Debentures shall have 
 been paid, the Company will insure and keep insured for 
 a fair value so much of its property and will cause every 
 subsidiary company to insure and keep insured for a 
 fair value so much of its property as is of a character 
 customarily insured by companies engaged in similar 
 business, against loss by fire and from other causes cus¬ 
 tomarily insured against by similar companies or, in lieu 
 thereof, at its option, the Company will maintain and will 
 cause every subsidiary company to maintain a system of 
 self insurance which will accord with the approved prac¬ 
 tices of corporations maintaining such systems and, in 
 such case, will maintain and will cause every subsidiary 
 company to maintain an adequate insurance reserve. 
 
 Section 7. Until all of the Debentures shall have 
 been paid, the Company will not sell or lease all or sub¬ 
 stantially all of its properties, or consolidate with 
 any other corporation, unless such sale, lease or consoli¬ 
 dation shall be upon such terms that the purchaser, lessee 
 or company resulting from such consolidation, shall as¬ 
 sume and agree to pay the Debentures and coupons, ac¬ 
 cording to the terms thereof and of this agreement, and 
 shall assume and agree to perform the terms, covenants 
 and provisions of this agreement and of the Debentures 
 
24 
 
 and coupons nor, unless also, such purchaser, lessee or 
 such consolidated company, shall duly execute and de¬ 
 liver to the Trustee, simultaneously with such sale, lease 
 or consolidation, an instrument in writing, in form sat¬ 
 isfactory to the Trustee, whereby it shall agree to make 
 all such payments and to perform all such terms, cove¬ 
 nants and agreements hereof and of the Debentures 
 and coupons, with the same effect and to the same 
 extent as if the maker of such instrument had been 
 the party of the first part hereto; and no such sale, lease 
 or consolidation shall be made to or with another cor¬ 
 poration which has outstanding any obligations secured 
 by mortgage (other than purchase money mortgages), 
 unless simultaneously therewith or prior thereto (if the 
 Debentures are not already secured pursuant to the pro¬ 
 visions of Section 5 of this Article by a lien upon all the 
 real property and plants of the Company) effective pro¬ 
 vision shall be made for the securing of the Debentures 
 by lien upon all of the real property and plants of the 
 Company owned by it immediately prior to such sale, 
 lease or consolidation, subject only to the liens upon such 
 property and plants of mortgages, pledges or liens per¬ 
 mitted by Section 5 of this Article, in so far as such liens 
 attach to said real property and plants. 
 
 Section 8. Until all of the Debentures shall have 
 been paid, the Company will not permit any subsidiary 
 company to (a) sell or lease (except to the Company or 
 to a subsidiary company) all or substantially all of its 
 properties, or (b) consolidate with any other corporation 
 (except the Company or a subsidiary company) unless 
 such sale, lease or consolidation shall be upon such terms 
 that the purchaser, lessee or the company resulting from 
 
25 
 
 such consolidation, shall thereby become a subsidiary 
 company; provided, however, that any subsidiary com¬ 
 pany may sell any property which shall be deemed by 
 the Board of Directors of the Company to be no longer 
 profitable or advantageous in the conduct of the busi¬ 
 ness of such subsidiary company or of the Company, 
 whether or not such property constitutes the whole or 
 substantially the whole of the assets of any such subsidi¬ 
 ary company. 
 
 Section 9. In order to prevent any accumulation of 
 coupons or claims for interest after maturity, the Com¬ 
 pany will not, directly or indirectly, extend or consent to 
 the extension of the time for the payment of any coupon 
 appertaining to or claim for interest on any of the De¬ 
 bentures and will not, directly or indirectly, be a party 
 to or approve any such arrangement by purchasing or 
 funding said coupons or claims for interest or in any 
 other manner. In case any such coupon or claim for 
 interest shall be extended or funded, whether or not with 
 the consent of the Company, such coupon or claim for in¬ 
 terest so extended or funded shall not be entitled in case 
 of an event of default hereunder to the benefits of this 
 agreement, except subject to the prior payment in full of 
 the principal of all of the Debentures then outstanding 
 and of all coupons and claims for interest, which shall not 
 have been so extended or funded. No purchase of any 
 coupon or claim for interest nor any advance or loan 
 thereon by or on behalf of the Company or by or on be¬ 
 half of any person or corporation, which by agreement 
 with the Company shall have become obligated to pay 
 the same, shall keep such coupons or claims for interest 
 alive, except after the prior payment in full of the prin- 
 
2G 
 
 cipal of all of the Debentures and of all coupons and 
 claims for interest not so purchased or funded. 
 
 Section 10. The Company agrees that from time to 
 time, upon the written request of the Trustee, it will 
 execute, acknowledge and deliver all such further and 
 additional instruments and will take all such further ac¬ 
 tion as may be reasonable or may be required to carry 
 out the intention of this Agreement, and to provide for 
 the payment of said Debentures and interest coupons is¬ 
 sued hereunder, according to the intent and purpose 
 herein expressed. 
 
 ARTICLE FOURTH. 
 
 Sinking Fund. 
 
 Section 1. The Company covenants and agrees that 
 on March 1, 1922 and on March 1 of each year there¬ 
 after, until all of the Debentures issued hereunder shall 
 have been redeemed and paid, or the moneys to redeem 
 and pay the same shall have been deposited with the 
 Trustee as herein provided, it will pay to the Trustee as a 
 Sinking Fund to be applied as hereinafter provided in the 
 purchase of said Debentures, Five hundred thousand dol¬ 
 lars ($500,000) in gold coin of the United States of 
 America of the standard of weight and fineness existing 
 March 1, 1921, or its equivalent. 
 
 Section 2. Upon receipt of any such payment, the 
 Trustee shall immediately advertise for tenders of Deben¬ 
 tures issued hereunder for purchase for the Sinking Fund, 
 by notice published at least once a week for three suc¬ 
 cessive weeks in two daily newspapers of general circu- 
 
27 
 
 lation, published in the Borough of Manhattan, City of 
 New York, State of New York, and in two similar news¬ 
 papers published in the City of Philadelphia, Pennsyl¬ 
 vania, which notice shall state the amount of money then 
 on hand in the Sinking Fund, and shall invite sealed 
 offers to be made to the Trustee for the sale of Deben¬ 
 tures on or before the date specified in such notice (which 
 date shall be not less than twenty-one (21) days nor more 
 than thirty (30) days subsequent to the first publication of 
 such notice) and shall also state briefly that in the event 
 sufficient Debentures shall not be offered on the date 
 specified at prices not to exceed par and interest, any 
 unexpended balance of the Sinking Fund will be ap¬ 
 plied thereafter, as far as possible, by the Trustee, in 
 the purchase of additional Debentures at prices not to 
 exceed par and accrued interest. From the Debentures 
 so offered, if any, the Trustee shall purchase for the 
 Sinking Fund, on the date specified in such notice or as 
 soon as practicable thereafter, an amount of Debentures 
 sufficient to exhaust, so far as possible, the amount of 
 money then on hand in the Sinking Fund, at the lowest 
 price or prices at which such Debentures shall be offered, 
 but at prices not exceeding par and accrued interest. 
 Should there be two or more proposals at the same price 
 aggregating more than the amount which the Trustee has 
 available for investment after having accepted all pro¬ 
 posals at the lowest price, such proposals shall be ac¬ 
 cepted (as nearly as in the opinion of the Trustee shall 
 be practicable) pro rata, provided, however, that no pro¬ 
 posal shall be accepted by the Trustee at a price exceed¬ 
 ing par and accrued interest. If from the Debentures 
 so offered in response to such advertisement, the Trus¬ 
 tee shall be unable to purchase as above provided at 
 
28 
 
 prices not to exceed par and accrued interest enough De¬ 
 bentures to exhaust the fund then in its hands, the Trus¬ 
 tee shall from time to time thereafter continue to make 
 purchases either in the open market or at private sale, 
 wherever the same may be obtainable, at prices not to 
 exceed par and accrued interest until such fund shall he 
 exhausted; provided, however, that if in any year suffi¬ 
 cient Debentures can not be so purchased during the four 
 months next succeeding the actual receipt by the Trustee 
 of the full amount of said Sinking Fund payment to ex¬ 
 haust the payment for that year the unexpended balance 
 of the payment for that year shall forthwith be repaid 
 to the Company and revert to its general funds. 
 
 Section 3. The Company shall have the right to pur¬ 
 chase Debentures issued hereunder in the open market 
 and offer the same to the Trustee for purchase for the 
 Sinking Fund in competition with other holders of such 
 Debentures. 
 
 Section 4. All Debentures purchased for the Sinking 
 Fund shall be cancelled by the Trustee, together with all 
 unmatured coupons thereto attached, and when so can¬ 
 celled, shall be delivered to the Company, and no De¬ 
 bentures shall be issued in place thereof. 
 
 ARTICLE FIFTH. 
 
 Redemption of Debentures. 
 
 Section 1. The Company may, at its election, on 
 any interest payment date, pay off and redeem the 
 Debentures as a whole, or in part by lot in parcels 
 
29 
 
 of $500,000. or more at the principal amount thereof 
 together with accrued interest plus a premium of 
 three and one-half per cent ( 314 %) of such principal 
 amount if redeemed on or prior to March 1, 1922, and 
 thereafter at a premium of one-quarter of one per cent 
 of such principal amount less for each half year 
 elapsed after March 1, 1922, until a premium of 
 one-half of one per cent is reached and thereafter at a 
 premium of one-half of one per cent. If the Company 
 shall elect to exercise such right of redemption, it shall 
 give notice thereof by publication at least once a week 
 for four successive weeks prior to the interest payment 
 date on which such payment and redemption is to be 
 made (the first publication to be made not less than thirty 
 (30) days nor more than forty (40) days prior to such re¬ 
 demption date) in two daily newspapers of general cir¬ 
 culation regularly published and issued in the Borough of 
 Manhattan, City of New York, and in two similar news¬ 
 papers published and issued in the City of Philadelphia, 
 Pennsylvania, stating such election on the part of the 
 Company and specifying, in case less than all of the De¬ 
 bentures are to be redeemed, the numbers of the Deben¬ 
 tures to be redeemed (which, previously to the publica¬ 
 tion of such notice, shall have been designated by lot 
 under the direction of the Trustee), stating that the inter¬ 
 est on the Debentures in such notice designated for re¬ 
 demption shall cease on such redemption date and requir¬ 
 ing said Debentures to be presented on said date for pay¬ 
 ment and redemption. A similar notice shall be mailed by 
 the Company, postage prepaid, at least thirty (30) days 
 prior to said date fixed for redemption, to all registered 
 owners of Debentures to be redeemed whose addresses 
 shall appear upon the transfer register of the Company. 
 
30 
 
 Notice having been so given, the Debentures so desig¬ 
 nated for redemption shall on the interest payment date 
 designated in such notice become and be due and payable 
 at the redemption price aforesaid; and from and after 
 the date of redemption so designated (unless the Com¬ 
 pany shall make default in payment of the Debentures) 
 interest on the Debentures so designated for redemption 
 shall cease to accrue and, upon surrender at the office of 
 the Trustee in the Borough of Manhattan, City of New 
 York, in accordance with said notice, of the Debentures 
 specified therein, together with all coupons thereto ap¬ 
 pertaining, maturing after said date of redemption, the 
 Debentures shall be paid by the Company at the principal 
 amount thereof plus the redemption premium aforesaid, 
 and the accrued interest shall be paid by the Company 
 upon the surrender of the coupons therefor, subject to the 
 provisions of Section 9 of Article Third and of Section 1 
 of Article Seventh hereof. If not so paid upon presenta¬ 
 tion for surrender thereof as aforesaid, said Debentures 
 shall continue to bear interest at the rate therein ex¬ 
 pressed until payment. 
 
 Section 2. On the deposit with the Trustee of the 
 amount necessary so to redeem all of the Debentures out¬ 
 standing and on delivery to the Trustee of (1) proof 
 satisfactory to it that notice of redemption thereof on a 
 specified redemption date has been given as aforesaid 
 or (2) proof satisfactory to the Trustee that arrange¬ 
 ments have been made insuring to its satisfaction that 
 such notice will be so given or (3) a written in¬ 
 strument, executed by the Company under its cor¬ 
 porate seal and expressed to be irrevocable, authoriz¬ 
 ing the Trustee to give such notice for and on behalf of 
 the Company and, on payment to the Trustee of all costs, 
 
31 
 
 charges and expenses in relation thereto and all other 
 sums payable hereunder by the Company, the Trustee 
 shall cancel and satisfy this agreement. The Trustee 
 shall apply the moneys so deposited with it to the pay¬ 
 ment at the redemption price aforesaid of the Deben¬ 
 tures so called for redemption, but shall in no event be 
 liable beyond the amount so deposited with it. Any 
 moneys so deposited remaining unclaimed by the holders 
 of Debentures and coupons for six years after the speci¬ 
 fied redemption date,' shall be paid by the Trustee to the 
 Company, and such holders of Debentures and coupons 
 shall thereafter be entitled only to look to the Company 
 for payment thereof; provided, however, that the Trustee, 
 before being required to make any such payment to the 
 Company, may, at the expense of the Company, cause 
 notice that said moneys remain unclaimed as aforesaid 
 and that after a date named therein they will be returned 
 to the Company to be published once a week in each of 
 four successive weeks in two daily newspapers of general 
 circulation regularly published and issued in the Bor¬ 
 ough of Manhattan, City of New York, and two similar 
 newspapers in the City of Philadelphia, Pennsylvania. 
 
 Section 3. All Debentures redeemed or paid, pursu¬ 
 ant to the provisions of this Article, and the appurtenant 
 coupons shall be canceled and shall be delivered to the 
 Company on its written request and no Debentures shall 
 be issued in place thereof. The Company, however, re¬ 
 serves the right to purchase at public or private sale all 
 or any part of the Debentures not so redeemed or paid 
 under the provision of this Article for less than the price 
 specified herein for redemption at the time of any such 
 purchase, and Debentures so purchased may be resold, 
 or otherwise disposed of as the Company may elect. 
 
ARTICLE SIXTH. 
 
 Events op Default. 
 
 The following events shall be events of default under 
 this agreement and the term “event of default’’ or 
 “events of default” shall mean, wherever the same is 
 used in this agreement, one or more of the following 
 events, 
 
 (a) If default shall be made in the payment 
 of any part of the principal (including, in case of 
 redemption, the redemption premium) of any of 
 the Debentures, when and as the same shall become 
 due and payable, whether by the terms thereof, by 
 proceedings for the redemption thereof, by decla¬ 
 ration or otherwise; 
 
 (b) If default shall be made in the payment of 
 any interest on any of the Debentures, when and 
 as the same shall become due and payable as there¬ 
 in expressed, and such default shall have con¬ 
 tinued for a period of thirty (30) days; 
 
 (c) If default shall be made in the payment of 
 any instalment of the Sinking Fund, and such de¬ 
 fault shall have continued for a period of sixty 
 (60) days; 
 
 (d) If default shall be made in the observance 
 or performance of any other of the covenants, 
 conditions or stipulations on the part of the Com¬ 
 pany to be performed, as in this agreement or in 
 the Debentures is provided, and such default shall 
 have continued for a period of sixty (60) days 
 after written notice to the Company from the 
 Trustee or from the holders of not less than a ma¬ 
 jority in principal amount of the Debentures then 
 outstanding specifying such default and requiring 
 the same to be remedied; 
 
.33 
 
 (e) If, by the decree of a court of competent 
 jurisdiction, the Company shall be adjudicated a 
 bankrupt or, by order of such a court, a receiver 
 or receivers shall be appointed of the property 
 of the Company upon the application of any cred¬ 
 itor in an insolvency or bankruptcy proceeding or 
 other creditors’ suit, and any such decree or 
 order shall have continued unstayed on appeal or 
 otherwise and in effect for a period of sixty (60) 
 days; or 
 
 (f) If the Company shall file a petition in vol¬ 
 untary bankruptcy or shall make an assignment 
 for the benefit of creditors or shall consent to the 
 appointment of a receiver or receivers of all or 
 any substantial part of its property. 
 
 ARTICLE SEVENTH. 
 
 Remedies of Trustees and Debenture Holders. 
 
 Section 1 . No coupon or claim for interest belong¬ 
 ing to or appertaining to any of the Debentures, which 
 in any way at or after maturity shall have been trans¬ 
 ferred or pledged separate and apart from the Deben¬ 
 ture to which it relates, shall, unless accompanied by 
 such Debenture, be entitled, in case of an event of default 
 hereunder and distribution by the Trustee, to any benefit 
 by or from this agreement, except after the prior payment 
 in full of the principal of all of the Debentures and of all 
 coupons and claims for interest not so transferred or 
 pledged. 
 
 Section 2. If any one or more of the events of de¬ 
 fault shall occur, then and in every such case the Trus¬ 
 tee, by notice in writing to the Company, may and, upon 
 
O A 
 
 the written request of the holders of a majority in prin¬ 
 cipal amount of the Debentures then outstanding, shall 
 declare the principal of all of the Debentures then out¬ 
 standing and the interest thereon, if not already due, 
 to be due and payable immediately and, upon any such 
 declaration, such principal and interest shall become and 
 be immediately due and payable, anything in this agree¬ 
 ment or in the Debentures contained to the contrary not¬ 
 withstanding. If, however, at any time after the prin¬ 
 cipal of all of the Debentures shall have been so declared 
 due and payable, such Debentures as shall have become 
 due and payable by proceedings for the redemption 
 thereof and all arrears of interest upon all of the De¬ 
 bentures, with interest on overdue interest at the rate of 
 six and one-lialf per cent. (G 1 /^) per annum, and all 
 payments herein required to be made to the Trustee in 
 respect to the Sinking Fund, shall have been paid or pro¬ 
 vided for and all other existing events of default shall 
 have been remedied and made good or provision therefor 
 satisfactory to the Trustee shall have been made, then 
 and in such case the holders of a majority in principal 
 amount of the Debentures then outstanding, by written 
 notice to the Company and to the Trustee, may waive 
 such event or events of default and the consequences 
 thereof and rescind such declaration upon such terms, 
 conditions and agreements, if any, as they may deter¬ 
 mine; but no such waiver or rescission shall extend to or 
 affect any subsequent default or impair any right conse¬ 
 quent thereon. 
 
 Section 3. If one or more of the events of default 
 shall happen, the Trustee, directly or by attorney, in its 
 discretion may proceed to protect and to enforce its 
 
35 
 
 rights and the rights of Debenture holders under this 
 agreement by suit or suits in equity or at law, whether 
 for the specific performance of any covenant or agree¬ 
 ment contained herein or in aid of the execution of any 
 power herein granted or for the enforcement of any other 
 appropriate legal or equitable remedy, as the Trustee 
 being advised by counsel learned in the law, shall deem 
 most effectual to protect and enforce any of its rights 
 or duties hereunder. 
 
 Section 4. If one or more of the events of default 
 shall happen, upon the written request of the holders of 
 a majority in principal amount of the Debentures then 
 outstanding hereunder, it shall be the duty of the Trus¬ 
 tee, upon being indemnified to its satisfaction, to take 
 all steps so requested for the protection and enforcement 
 of its rights and the rights of the holders of the Deben¬ 
 tures and coupons and to take appropriate judicial pro¬ 
 ceedings, by action, suit or otherwise, as shall be re¬ 
 quested by said holders; and anything in this agreement 
 to the contrary notwithstanding, to such extent as shall 
 be lawful, the holders of a majority in principal amount 
 of the Debentures then outstanding hereunder shall have 
 the right to direct and to control the method and place 
 of conducting any and all such proceedings. To such 
 extent as shall be lawful, the holders of the majority in 
 principal amount of the Debentures may at any time 
 and from time to time, in respect of all of the Deben¬ 
 tures, waive any default or any event of default then 
 existing hereunder, other than in respect of the payment 
 of the principal of any of the Debentures at the maturity 
 thereof or when designated for redemption and/or the 
 payment of interest thereon as the same becomes due, 
 
36 
 
 irrespective of such prior written request of holders of a 
 majority in principal amount of the Debentures then 
 outstanding. 
 
 Section 5. The Company covenants that 
 
 (1) If default shall be made in the payment 
 of any interest on any of the Debentures at any 
 time outstanding, when and as the same shall be¬ 
 come due and payable, and such default shall have 
 continued unremedied for a period of not less than 
 thirty (30) days, or 
 
 (2) If default shall be made in respect to any 
 payment herein required to be made to the Trus¬ 
 tee for the purpose of the Sinking Fund, herein¬ 
 before provided for, and such default shall con¬ 
 tinue unremedied for a period of not less than 
 sixty (60) days, or 
 
 (3) If default shall be made in the payment of 
 any part of the principal (including in case of re¬ 
 demption, the redemption premium) of any of the 
 Debentures, when and as the same shall become 
 due and payable, whether upon maturity by the 
 terms thereof, by proceeding for redemption, upon 
 declaration as authorized by this agreement or 
 otherwise, 
 
 then upon demand of the Trustee, the Company will 
 pay to the Trustee, for the benefit of the holders of 
 the Debentures, the whole amount which then shall 
 have become due and payable on all such Debentures 
 for interest or principal or both, including the 
 redemption premium on any Debentures designated for 
 redemption, with interest upon the overdue principal and 
 premium, if any, and instalments of interest at the rate 
 of six and one-half per cent. (6y>%) per annum or will 
 
37 
 
 pay to the Trustee the amount of all payments due in 
 respect to the Sinking Fund, as the case may be, and in 
 addition thereto such further amounts as shall be suffi¬ 
 cient to cover the costs and expenses of collection, includ¬ 
 ing a reasonable compensation to the Trustee and any 
 expenses or liabilities paid or incurred by it hereunder. 
 And in case the Company shall fail to pay the same forth¬ 
 with upon such demand, the Trustee, in its own name and 
 as trustee of an express trust, shall be entitled to sue and 
 recover judgment for the whole amount so due and un¬ 
 paid. All rights of action under this agreement or upon 
 any of the Debentures or coupons may be enforced by the 
 Trustee without the possession of any of the Debentures 
 or coupons or the production thereof on any trial or other 
 proceedings relative thereto. 
 
 Any moneys collected by the Trustee under this agree¬ 
 ment shall be applied by the Trustee, first, to the payment 
 of the costs and expenses of the collection thereof and the 
 liabilities, expenses, disbursements and compensation of 
 the Trustee and, then (except in the case of any moneys 
 collected in respect to the Sinking Fund), towards pay¬ 
 ment of the amounts then due and unpaid upon such De¬ 
 bentures or upon the coupons, in respect of which or for 
 the benefit of which such moneys shall have been collected, 
 ratably and without any preference or priority of any 
 kind (subject to the provisions of Section ( J of Article 
 Third hereof and Section 1 of this Article), according to 
 the amounts due and payable upon such Debentures or 
 coupons respectively, at the date fixed by the Trustee for 
 the distribution of such moneys, upon presentation of the 
 several Debentures or coupons and stamping such pay¬ 
 ment thereon, if partly paid, and upon surrender thereof, 
 if fully paid. 
 
38 
 
 Any moneys collected in respect to the Sinking Fund 
 under the provisions of this section shall he applied by 
 the Trustee (after payment of the costs and expenses of 
 the collection thereof and the liabilities, expenses, dis¬ 
 bursements and compensation of the Trustee, as afore¬ 
 said) in the manner provided in Article Fourth hereof, 
 including the repayment to the Company of any balance 
 of such Sinking Fund moneys so collected but not ex¬ 
 pended in the purchase of Debentures during the four 
 months next succeeding the actual receipt by the Trustee 
 of Sinking Fund moneys so collected; provided that if, 
 prior to the completion of such application, the principal 
 amount of the Debentures issued hereunder shall have be¬ 
 come due and payable at the date of maturity therein ex¬ 
 pressed, or by declaration as herein provided, then the 
 moneys so collected in respect to the Sinking Fund and 
 not previously applied shall be applied by the Trustee 
 to the payment of the whole amount then owing and un¬ 
 paid upon the Debentures issued hereunder and then 
 outstanding for principal and interest, with interest on 
 any overdue installments of interest at the rate of six 
 and one half per cent ( 614 %) per annum, without pref¬ 
 erence or priority of any kind (subject to the provisions 
 of Section 9 of Article Third hereof and Section 1 of this 
 Article) ratably to the aggregate of such principal and 
 interest, upon presentation of the several Debentures and 
 coupons and stamping such payment thereon, if partly 
 paid, and upon surrender thereof, if fully paid; and pro¬ 
 vided further, that if prior to the exhaustion, in the man¬ 
 ner provided in Article Fourth hereof, of any moneys so 
 collected in respect to the Sinking Fund, any event of 
 default shall happen other than non-payment of the prin¬ 
 cipal of any of the Debentures at maturity at the date 
 
 * 
 
39 
 
 specified therein, or by declaration as herein provided, 
 no moneys so collected for Sinking Fund purposes and 
 not theretofore expended in the purchase of Debentures 
 shall be returned to the Company or revert to its general 
 funds as provided in Section 2 of Article Fourth hereof, 
 until such default is cured to the satisfaction of the Trus¬ 
 tee, but such unexpended moneys shall be held by the 
 Trustee until such curing of default, for the equal and pro 
 rata benefit and security of all the Debentures and Cou¬ 
 pons thereto appertaining, issued hereunder and out¬ 
 standing (subject to the provisions of Section 9 of Arti¬ 
 cle Third hereof and Section 1 of this Article). 
 
 Section 6 . No holder of any Debenture or coupon 
 shall have any right to institute any suit, action or pro¬ 
 ceeding in equity or at law for the execution of any trust 
 hereunder or for the appointment of a receiver or for any 
 other remedy hereunder, or to enforce said Debenture 
 or Debentures or said coupon or coupons, unless the 
 holders of a majority in principal amount of the Deben¬ 
 tures then outstanding previously shall have given to the 
 Trustee written notice of an event of default and unless 
 the holders of a majority in principal amount of the 
 Debentures then outstanding shall have made written 
 request upon the Trustee and shall have afforded it a 
 reasonable opportunity either to proceed to exercise the 
 powers herein granted or itself to institute such action, 
 suit or proceeding and the Trustee shall have failed or 
 neglected so to proceed; nor unless also they shall have 
 offered to the Trustee security and indemnity satisfac¬ 
 tory to it against the costs, expenses and liabilities to 
 be incurred therein or thereby; and such notification, re¬ 
 quest and offer of indemnity are hereby declared in 
 
40 
 
 every case, at the option of the Trustee, to be conditions 
 precedent to the execution of the powers and trusts of 
 this agreement and to any action or cause of action for 
 the appointment of a receiver or for any other remedy 
 hereunder or upon the Debenture or coupons; it being 
 understood and intended that no one or more holders of 
 Debentures shall have any right in any manner whatever 
 by his or their action to enforce any right hereunder or 
 with respect to the Debentures or coupons, except in the 
 manner herein provided, and that all proceedings at law 
 or in equity shall be instituted, had and maintained in 
 the manner herein provided and for the equal benefit of 
 all holders of all of the Debentures then outstanding 
 similarly situated; provided, however, that nothing in 
 this Article or elsewhere in this agreement or in the De¬ 
 bentures or in the coupons contained shall affect or im¬ 
 pair the obligation of the Company, which is uncondi¬ 
 tional and absolute, to pay at the date of maturity there¬ 
 in expressed the principal of the Debentures to the re¬ 
 spective holders or registered owners of the Debentures 
 at the time and place in the Debentures expressed, or af¬ 
 fect or impair the right of action, which is also absolute 
 and unconditional, of such holders or registered owners 
 to enforce such payment; and that, in case of the desig¬ 
 nation for redemption of a part but not all of the De¬ 
 bentures, the holder or registered owner of any Deben¬ 
 ture or Debentures so designated, without reference to 
 the consent of the Trustee or the request of the holders 
 of other Debentures, may individually enforce payment 
 of his Debentures, so designated, by any appropriate 
 legal proceedings. 
 
 Section 7. The Company for itself, its successors 
 and assigns, hereby expressly covenants to and with the 
 
41 
 
 Trustee that at and immediately upon the commence¬ 
 ment of any action, suit or other legal proceeding by the 
 Trustee, as provided in Section 5 of this Article, to obtain 
 judgment for the principal of or interest upon any of 
 the Debentures or for both, the Company or its succes¬ 
 sors or assigns shall and will, severally waiving the is¬ 
 sue and service of process, enter its or their voluntary 
 appearance in such action, suit or proceeding and consent 
 to the entry of judgment for such principal (and prem¬ 
 ium if any) and interest and interest upon overdue prin¬ 
 cipal (and premium if any) and instalments of interest 
 and for the lawful costs and expenses and compensation 
 of the Trustee and of its agents and attorneys and for 
 such other relief as the Trustee may be entitled to here¬ 
 under and that at and upon the commencement of any 
 such action, suit or proceeding the Company and its suc¬ 
 cessors and assigns shall and will, if required by the 
 Trustee, consent to the appointment of a receiver or re¬ 
 ceivers of its property and business and of the earnings, 
 income and profits thereof, with such powers as the court 
 making such appointment shall confer. 
 
 Section 8 . Upon any sale made under or in accord¬ 
 ance with any direction contained in or based on any 
 judgment for the recovery by the Trustee or by Deben¬ 
 ture holders for the ratable benefit of all Debenture hold¬ 
 ers similarly situated of any indebtedness evidenced by 
 the Debentures or coupons or recovered hereunder, any 
 purchaser shall be entitled in making any payment of the 
 purchase price of the property purchased to present to 
 the person or persons authorized to receive the payment 
 of such purchase price and to turn in and use any of the 
 Debentures and coupons issued hereunder and then pay- 
 
42 
 
 able, said Debentures or coupons or both being computed 
 for that purpose at a sum equal to and not exceeding 
 that which shall be payable out of the net proceeds of 
 such sale to such purchaser as the holder thereof for 
 his just share and proportion of said net proceeds; and, 
 if the proportion so payable in respect of such Deben¬ 
 tures and coupons shall be less than the amount for 
 which the Company may be liable thereon, then the re¬ 
 ceipt endorsed thereon under direction of any person 
 so authorized to receive payment of the purchase price 
 for the amount to be so allowed or credited thereon 
 shall constitute such partial payment and shall be con¬ 
 clusive proof of the amount thereof. At any such sale 
 the Trustee, as such, or any Debenture holder or De¬ 
 benture holders may bid for and purchase the property 
 sold and may make payment therefor as aforesaid and 
 any Debenture holder or Debenture holders so purchas¬ 
 ing any such property, upon compliance with the terms 
 of sale, may hold, retain and dispose of such property 
 without further accountability. 
 
 Section 9. The receipt of the person or persons au¬ 
 thorized to receive payment of the purchase price shall 
 be a sufficient discharge for the purchase money to the 
 purchaser or purchasers of the property sold as afore¬ 
 said and no such purchaser or purchasers or his, their 
 or its representatives, vendees, grantees or assigns, after 
 the payment and acceptance of such purchase money, 
 shall be bound to see to the application thereof upon or 
 for any trust or purpose of this agreement or in any 
 manner whatsoever be answerable for any loss, misappli¬ 
 cation or non-application of such purchase money or any 
 part thereof or be bound to inquire as to the authoriza¬ 
 tion, necessity, expediency or regularity of any such sale. 
 
43 
 
 Section 10. Upon the happening of any of the events 
 of default, the Trustee shall be entitled, if it so elect, as 
 a matter of right, forthwith and without declaration 
 of maturity of the Debentures or after declaration of 
 maturity of the same, to the appointment of a receiver 
 of all the property, interests, rights and business of the 
 Company and of all of the earnings, rents, issues and 
 profits thereof, with such powers as the court making 
 such appointment shall confer. 
 
 Section 11. The Company for itself, its successors 
 and assigns, so far as it lawfully may, hereby agrees to 
 and does hereby absolutely and irrevocably waive and 
 relinquish the benefit and advantage of any and all valua¬ 
 tion, stay, appraisement, extension or redemption law or 
 laws now existing or which may hereafter be enacted, 
 which, but for this agreement and waiver, might be ap¬ 
 plicable to any sale made under any judgment, order or 
 decree based on any of the Debentures or coupons or this 
 agreement; and the Company for itself, its successors 
 and assigns, so far as it lawfully may, hereby agrees to 
 and does hereby absolutely and irrevocably waive any 
 and all rights of redemption which it might or could 
 otherwise have or be entitled to under any present or 
 future law in respect of any sales of the properties, in¬ 
 terests and rights of the Company or any part thereof 
 under any judgment or any direction contained in any 
 decree entered upon any of the Debentures or coupons 
 issued hereunder or for the enforcement hereof or of any 
 provision hereof and the Company hereby, so far as it 
 lawfully may, agrees that it, its successors or assigns will 
 not in any manner set up or seek to take any benefit or 
 advantage of any such present or future valuation, stay, 
 
44 
 
 appraisement, extension or redemption law to prevent or 
 hinder or delay such absolute and irredeemable sale of 
 said properties, interests and rights as might, but for 
 such law, be directed or decreed by a court of competent 
 jurisdiction. 
 
 If any law such as is hereinabove in this Section men¬ 
 tioned or referred to and now in force, of which the Com¬ 
 pany or its successor or successors might take advan¬ 
 tage despite the provisions hereof, shall hereafter be 
 repealed or cease to be in force, such law shall not there¬ 
 after be deemed to constitute any part of the contract 
 contained herein or to protect the Company against the 
 operation or application of the provisions of this Section. 
 
 Section 12. Except as herein expressly provided to 
 the contrary, no remedy herein conferred upon or re¬ 
 served to the Trustee or to the holders of the Debentures 
 is intended to be exclusive of any other remedy or reme¬ 
 dies, and each and every such remedy shall be cumula¬ 
 tive and shall be in addition to every other remedy given 
 hereunder or now or hereafter existing at law or in 
 equity or by statute or otherwise. 
 
 Section 13. If the Trustee shall have proceeded to 
 enforce any right under this agreement or under or with 
 respect to the Debentures or coupons by suit or otherwise 
 and such proceedings shall have been discontinued or 
 abandoned because of waiver or for any other reason 
 or shall have been determined adversely to the Trustee, 
 then and in every such case the Company and the 
 Trustee, as the case may be, shall severally and respec¬ 
 tively be restored to their former position and rights 
 hereunder, and all rights, remedies and powers of the 
 
45 
 
 Trustee shall continue as though no such proceedings 
 had been taken. 
 
 Section 14. No delay or omission of the Trustee or 
 of any holder of Debentures to exercise any right or 
 power accruing upon any event of default shall impair 
 any such right or power or shall be construed to be a 
 waiver of any such event of default or an acquiescence 
 therein; and every power and remedy given by this 
 Article to the Trustee or to the Debenture holders or any 
 of them, respectively, may be exercised from time to time 
 and as often as may be deemed expedient by the Trustee 
 or by the Debenture holders, respectively. 
 
 No waiver of any default hereunder shall extend to 
 or affect any subsequent default or impair any rights or 
 remedies consequent thereon. 
 
 ARTICLE EIGHTH. 
 
 Immunity of Officers and Directors. 
 
 No recourse under or upon any obligation, covenant, 
 stipulation or agreement contained in this agreement or 
 in any Debenture or coupon issued hereunder or be¬ 
 cause of the creation of any indebtedness hereby author¬ 
 ized shall be had against any incorporator, stockholder, 
 officer or director, past, present or future, of the Com¬ 
 pany or of any successor corporation, either directly or 
 through the Company, by the enforcement of any assess¬ 
 ment or by any legal or equitable proceeding by virtue of 
 any constitution, statute or other rule of law howsoever 
 established; it being expressly agreed and understood 
 that the Debentures and this agreement and the obliga- 
 
 > 
 
46 
 
 tions hereby created are solely corporate obligations and 
 that no personal liability whatever shall attach to or be 
 incurred by the incorporators, stockholders, officers or di¬ 
 rectors of the Company or of any successor corporation 
 or any of them, because of the incurring of the indebted¬ 
 ness hereby authorized or under or by reason of any of 
 the obligations, covenants, stipulations or agreements 
 contained in this agreement or in any of the Debentures 
 or coupons issued hereunder or implied therefrom; and 
 that any and all personal liability of every name and 
 nature and any and all rights and claims against every 
 such incorporator, stockholder, officer or director, 
 whether arising at common law or in equity or created 
 by any constitution, statute or other rule of law, how¬ 
 soever established, are hereby expressly released and 
 waived as a condition of and as a part of the considera¬ 
 tion for the execution and delivery of this agreement and 
 the issue of the Debentures and coupons. 
 
 ARTICLE NINTH. 
 
 Debenture Holders’ Acts and Apparent Authority. 
 
 Any request or other instrument required or pro¬ 
 vided by this agreement to be signed and executed by 
 Debenture holders may be in any number of concurrent 
 instruments of similar tenor and may be signed and 
 executed by such Debenture holders in person or by 
 agent appointed in writing. Proof of the execution of 
 any such request or other instrument or of a writing 
 appointing any such agent and of the holding by any 
 person of any of the Debentures transferable by do- 
 
47 
 
 livery shall be sufficient for any purpose of this agree¬ 
 ment and shall be conclusive in favor of the Trustee and 
 the Company with regard to due action taken by them 
 or either of them under such request or other instru¬ 
 ment, if made in the following manner: 
 
 The fact and date of the execution by any person of 
 any 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 the place where such acknowledgment is 
 taken, that the person signing such request or other in¬ 
 strument acknowledged to him the execution thereof or 
 by an affidavit of a witness to such execution. 
 
 The amount of Debentures transferable by delivery 
 held by any person executing any such request or other 
 instrument as a Debenture holder and the amounts, and 
 issue numbers of the Debentures held by such person 
 and the fact that he holds the same on any particular 
 date may be proved by a certificate executed by any trust 
 company, bank, bankers or other depositary (wherever 
 situated), if such certificate shall be deemed by the Trus¬ 
 tee to be satisfactory, showing that at the date therein 
 mentioned such person had on deposit with or exhibited to 
 such trust company, bank, bankers or depositary the 
 Debentures described in such certificate. For all pur¬ 
 poses of this agreement and of any proceeding for the 
 enforcement hereof such person shall be deemed to con¬ 
 tinue to be the holder of such Debentures until the Trus¬ 
 tee shall have received notice in writing to the contrary, 
 subject, however, to the provisions of Section 5 of Article 
 First hereof. 
 
 The ownership of Debentures registered as to prin¬ 
 cipal shall be proved by the register of such Debentures. 
 
48 
 
 ARTICLE TENTH. 
 
 Concerning the Trustee. 
 
 Section 1 . The Trustee may employ agents and at¬ 
 torneys in the execution and administration of the trusts 
 hereunder and shall not be answerable for the default 
 or misconduct of any agent or attorney appointed 
 by it in pursuance hereof, if such agent or attor¬ 
 ney shall have been selected with reasonable care; nor for 
 anything whatever in connection with this trust, except 
 its own wilful misconduct. The Trustee shall not be re¬ 
 sponsible for the recitals herein or in the Debentures 
 contained (except the certificate of the Trustee en¬ 
 dorsed on the Debentures), all of which (except as afore¬ 
 said) are made by the Company alone, nor shall it be 
 concerned with or accountable for the use or appropria¬ 
 tion by the Company of the Debentures or the proceeds 
 thereof. The Trustee shall be reimbursed and indemni¬ 
 fied by the Company against any liability or damage it 
 may sustain or incur in the premises. The Trustee shall 
 be protected in any action taken by it upon any notice, 
 resolution, vote, request, consent, certificate, affidavit, 
 statement, Debenture, coupon or other paper, document 
 or instrument believed by it to be genuine and to have 
 been signed by the proper parties. The Trustee shall 
 have no responsibility for the validity of this instrument 
 or for the validity of the execution or acknowledgment 
 hereof by the Company or for the validity of any of the 
 Debentures. Except as herein otherwise expressly pro¬ 
 vided the Trustee shall not be bound to recognize any 
 person as the holder of a Debenture issued hereunder, 
 uidess and until his Debenture is submitted to the Trus- 
 
49 
 
 tee for inspection, if required, and his title thereto satis¬ 
 factorily established, if disputed. The Trustee shall be 
 under no duty or obligation in respect of any taxes which 
 may be assessed against or imposed upon this agree¬ 
 ment or imposed upon the Trustee or the Company or the 
 owners or holders of the Debentures issued hereunder. 
 The Trustee shall be under no duty to file, register or 
 record, or cause to be filed, registered or recorded, this 
 or any supplemental or additional instruments, or to re¬ 
 file or re-record or renew the same, or to procure any 
 further, other or additional instruments. 
 
 Section 2. The Trustee shall not be under any obli¬ 
 gation to take any action towards the execution or en¬ 
 forcement of the trust hereby created, which in its opin¬ 
 ion would be likely to involve it in expense or liability, 
 unless one or more of the holders of the Debentures, as 
 often as required by the Trustee, shall indemnify it to 
 its satisfaction against any such expense or liability. 
 The Trustee shall not be required to ascertain or inquire 
 as to the performance of any of the covenants or agree¬ 
 ments on the part of the Company. The Trustee shall 
 not be required to take or be deemed to have notice of 
 any event creating or constituting a default hereunder 
 unless it shall have been specifically notified of such de¬ 
 fault in writing by the holders of not less than a 
 majority in principal amount of the Debentures at the 
 time outstanding; or be required to take action in respect 
 of any default, unless requested to take action in respect 
 thereof by a writing signed by the holders of not less 
 than a majority in principal amount of the Debentures 
 at the time outstanding and tendered satisfactory indem¬ 
 nity as aforesaid, anything herein contained to the con- 
 
50 
 
 trary notwithstanding; hut the foregoing provisions of 
 this Section are intended only for the protection of the 
 Trustee and shall not be construed to limit or to affect 
 any discretion or power hy any provision of this agree¬ 
 ment given to the Trustee to determine whether or not 
 it shall take action in respect of any default or any 
 power or discretion of the Trustee to take action in re¬ 
 spect of any default without such notice or request from 
 Debenture holders. 
 
 Any action taken by the Trustee upon the request of 
 any person who at the time is the owner or holder of 
 any Debenture or Debentures shall be conclusive and 
 binding upon all future owners and holders of the same 
 Debenture or Debentures. 
 
 Section 3. Any request, notice, authorization, opin¬ 
 ion or direction to the Trustee by the Company, except 
 as elsewhere in this agreement otherwise provided, shall 
 be evidenced by a copy of a resolution of the Board of 
 Directors of the Company, certified by its Secretary or 
 one of its Assistant Secretaries under its corporate seal. 
 In any instance where the Trustee may require evidence 
 preparatory to taking or refraining from taking any 
 action under this agreement at the request or direction 
 of the Company or otherwise, the Trustee may, except 
 where herein otherwise provided, accept the certificate 
 of the President or one of the Vice-Presidents and the 
 Secretary or one of the Assistant Secretaries of the Com¬ 
 pany as conclusive evidence of any pertinent fact, and 
 such certificate shall be full protection to the Trustee for 
 any action taken or omitted by it upon the faith thereof. 
 
 Section 4. The Trustee may, in its discretion, ad¬ 
 vise with counsel to be selected and employed by it at the 
 
51 
 
 expense of the Company, and anything done or suffered 
 in good faith by the Trustee, in accordance with the 
 opinion of counsel, shall be conclusive evidence in favor 
 of the Trustee and binding upon the Company and all 
 holders of Debentures and coupons at any time issued 
 and outstanding hereunder. 
 
 Section 5. The Trustee shall be entitled to reason¬ 
 able compensation for all services rendered by it in the 
 execution of the trust hereby created and the Company 
 agrees to pay such compensation as well as all expenses 
 reasonably incurred or disbursed by the Trustee here¬ 
 under, from time to time upon demand; and for payment 
 of such compensation and expenses and proper indemnifi¬ 
 cation the Trustee shall have a right prior to the right 
 of the Debenture holders hereunder for such compensa¬ 
 tion, expenses and indemnity. Any moneys received by 
 the Trustee under any provision of this agreement may 
 be treated by it, until it is required to pay out the same 
 conformably herewith, as a deposit, without any liability 
 for interest, save such as during that time it agrees with 
 the Company to pay thereon. The Trustee shall be under 
 no duty at any time to record, file or re-file this agree¬ 
 ment or to give any notice to anyone of the existence 
 thereof. The Trustee may acquire or hold Debentures 
 and coupons in the same manner, to the same extent and 
 with like effect as though it were not Trustee hereunder. 
 
 Section G. The Trustee may resign the trust hereby 
 created and become and remain wholly discharged from 
 all further duty or responsibility hereunder, except as 
 hereinafter provided, upon giving thirty days notice in 
 writing to the Company or any officer thereof or such 
 
 £ 
 
 1 
 
 a Of ILL. UB. i 
 
shorter notice as the Company may accept as sufficient. 
 Service of such notice by mail, addressed to the Company, 
 at its office in the City of Philadelphia, Pennsylvania, 
 shall be sufficient service thereof. 
 
 Such resignation shall take effect on the day specified 
 in such notice, unless previously a successor trustee shall 
 have been appointed as hereinafter provided, in which 
 event such resignation shall take effect immediately upon 
 the appointment of a successor trustee. 
 
 Section 7. The Trustee may be removed at any time 
 by an instrument or concurrent instruments in writing 
 delivered to the Trustee and the Company and signed 
 by the holders of a majority in principal amount of the 
 Debentures then outstanding. 
 
 Section 8. In case at any time the Trustee or any 
 trustee or trustees hereafter appointed shall resign or 
 shall be removed or be dissolved or otherwise shall be¬ 
 come incapable of acting, a successor may be appointed 
 by the holders of a majority in amount of the Debentures 
 then issued and outstanding by an instrument or concur¬ 
 rent instruments in writing signed by such Debenture 
 holders or by their attorneys in fact duly authorized; 
 provided, nevertheless, and it is hereby agreed and de¬ 
 clared, that in case at any time there shall be a vacancy 
 in the office of trustee hereunder, the Company by instru¬ 
 ment executed by order of its Board of Directors may 
 appoint a trustee to fill such vacancy until a new trustee 
 shall be appointed by the Debenture holders as herein 
 authorized. The Company shall publish notice of any 
 such appointment by it made once in each week for two 
 consecutive weeks in a daily newspaper of general circu¬ 
 lation. regularly published and issued in the Borough of 
 
53 
 
 Manhattan, City of New York, and in a newspaper simi¬ 
 larly published and issued in the city of Philadelphia, 
 Pennsylvania, and any new trustee appointed by the 
 Company shall immediately and without further act be 
 superseded by a trustee appointed by the Debenture 
 holders in the manner above specified, provided that such 
 appointment be made prior to the expiration of six 
 months from the date of the first publication of notice 
 as in this Section hereinabove provided for. Every such 
 trustee appointed by the Debenture holders or by the 
 Company shall always be a bank or trust company in 
 the Borough of Manhattan, City of New York, in good 
 standing having a capital, surplus and undivided profits 
 aggregating not less than three million dollars. 
 
 Any new trustee appointed hereunder shall execute, 
 acknowledge and deliver to the Company an instrument 
 accepting such appointment hereunder and thereupon 
 such new trustee, without any further act or deed, shall 
 become fully vested with all the rights, powers, trusts, 
 duties and obligations of its predecessors in the trusts 
 hereunder with like effect as if originally named as trus¬ 
 tee herein; but the trustee ceasing to act shall neverthe¬ 
 less, on the written request of the Company or of the new 
 trustee and at the cost and expense of the Company, 
 execute any and every instrument necessary or conve¬ 
 nient to transfer to such new trustee, upon the trusts 
 herein expressed, all the rights, powers and trusts of 
 the trustee ceasing to act and all moneys and securities 
 in its possession in respect thereof, thus fully relieving 
 and discharging the trustee so ceasing to act from all 
 further liability or responsibility either to the Company 
 or to the holder of any of the Debentures or coupons is 
 sued hereunder. 
 
54 
 
 ARTICLE ELEVENTH, 
 
 Cancellation of Agreement, 
 
 Section 1. If and when all of the Debentures, both 
 principal and interest, and all other sums payable here¬ 
 under, shall be well and truly paid, at the times and in 
 the manner therein and herein expressed according to the 
 true tenor and effect thereof and hereof, this agree¬ 
 ment shall cease and determine and, upon proof being 
 given to the reasonable satisfaction of the Trustee that 
 all of the Debentures and coupons have been paid or sat¬ 
 isfied and upon payment of the costs, charges and ex¬ 
 penses incurred or to be incurred by the Trustee in rela¬ 
 tion thereto or in carrying out any and all of the pro¬ 
 visions of this agreement, the Trustee shall cancel this 
 agreement. 
 
 Section 2. If, at or prior to the maturity of the De¬ 
 bentures, the Company shall deposit with the Trustee 
 for the benefit of the holders thereof the amount of 
 the principal of all of the Debentures and of all of 
 the coupons then outstanding, together with all costs, 
 charges and expenses incurred or to be incurred by the 
 Trustee in relation thereto or in carrying out any and 
 all of the provisions of this agreement, the Trustee shall 
 cancel this agreement. The Trustee shall apply the 
 moneys so deposited to the payment of the Debentures 
 and/or coupons, but shall in no event be liable beyond 
 the amount received. Neither the Company nor the 
 Trustee shall be required to pay interest on any moneys 
 so deposited; and any such moneys remaining unclaimed 
 for six years after the date of the maturity of all of the 
 
55 
 
 Debentures shall be repaid by the Trustee to the Com¬ 
 pany and such holders of Debentures and coupons shall 
 thereafter be entitled only to look to the Company for 
 payment thereof; provided, however, that, before being 
 required to make any such payment to the Company, the 
 Trustee may, at the expense of the Company, cause to 
 be published once a week for four successive weeks in 
 a daily newspaper of general circulation regularly pub¬ 
 lished and issued in the Borough of Manhattan, City of 
 New York, and in a similar newspaper regularly pub¬ 
 lished and issued in the City of Philadelphia, Pennsyl¬ 
 vania, notice that said moneys remain unclaimed and 
 that, after a date named in said notice, the balance of 
 such moneys then unclaimed will be returned to the 
 Company. 
 
 ARTICLE TWELFTH. 
 
 General and Miscellaneous Provisions. 
 
 Section 1. All the covenants, stipulations, promises 
 and agreements in this agreement contained by or in 
 behalf of the Company shall bind and enure to the bene¬ 
 fit of its successors and assigns, whether so expressed or 
 
 not. 
 
 Section 2. Except when otherwise indicated, the 
 words “the Trustee” or “said Trustee” or any other 
 equivalent term, as used in this agreement, shall be held 
 and construed to mean the trustee or trustees hereunder 
 for the time being, whether original or successor. The 
 words “Trustee”, “Interim Certificate”, “Debenture” 
 and “Debenture holder” shall, unless the context other¬ 
 wise requires, signify the plural as well as the sin- 
 
56 
 
 gular number and the term “majority” shall signify 
 “majority in amount”, whether or not so expressed. 
 The word “Debenture” or “Debentures” shall be 
 held and construed to mean a Debenture or Deben¬ 
 tures and the word “coupon” or “coupons” to mean 
 a coupon or coupons appertaining to a Debenture or 
 Debentures issued under and pursuant to the provisions 
 of this agreement. The words “subsidiary company” or 
 “subsidiary”, or the plural thereof, as used in this agree¬ 
 ment, shall be held and construed to mean any corporation 
 or corporations, over 50% of the outstanding voting 
 stock whereof is at the time owned, legally or equitably, 
 by the Company and shall also mean any corporation 
 over 50% of the outstanding voting stock whereof is at 
 the time owned, legally or equitably, by the Company 
 and/or by any subsidiary or subsidiaries of the Company 
 and so on to the remotest degree. 
 
 Section 3. Nothing in this agreement or the De¬ 
 bentures or coupons expressed or implied is intended or 
 shall be construed to confer upon or to give to any per¬ 
 son or corporation, other than the parties hereto and 
 the holders of the Debentures and coupons issued here¬ 
 under, any legal or equitable right, remedy or claim un¬ 
 der or by reason of this agreement or of the Debentures 
 or coupons or of any covenant, condition or stipulation 
 hereof or of the Debentures or coupons; and all of the 
 covenants, stipulations, promises and agreements in this 
 agreement or in the Debentures or coupons contained 
 are and shall be held to be for the sole and exclusive 
 benefit of the parties hereto and of the holders of the 
 Debentures and/or coupons. 
 
57 
 
 Section 4. The Equitable Trust Company of New 
 York, Trustee, party hereto of the second part, hereby 
 accepts the trusts in this agreement declared and pro¬ 
 vided, upon the terms and conditions hereof. 
 
 Section 5. The Atlantic Refining Company doth here¬ 
 by constitute and appoint John H. Stone to be its attor¬ 
 ney for it and in its name and as and for its corporate 
 act and deed to acknowledge this agreement before any 
 person having authority by the laws of the Common¬ 
 wealth of Pennsylvania to take such acknowledgment to 
 the intent that the same may be duly recorded. 
 
 Section 6. The Equitable Trust Company of New 
 York doth hereby constitute and appoint J. Y. Robbins 
 to be its attorney for it and in its name and as and for 
 its corporate act and deed to acknowledge this agreement 
 before any person having authority by the laws of the 
 Commonwealth of Pennsylvania to take such acknowledg¬ 
 ment to the intent that the same may be duly recorded. 
 
 This agreement and the Debentures issued hereunder, 
 have been executed and delivered by The Atlantic Re¬ 
 fining Company, at the office of the Trustee in the City 
 of New York, State of New York, and are to be construed 
 and governed according to the laws of the State of New 
 York. 
 
 In witness whereof, The Atl-antic Refining Com¬ 
 pany, party of the first part, has caused these presents 
 to be executed in New York City in the State of New 
 York by its President or a Vice-President and its cor¬ 
 porate seal to be hereunto impressed, attested by its 
 Secretary or an Assistant Secretary, and The Equitable 
 
58 
 
 Trust Company of New York, party of the second part, 
 has caused these presents to be executed by its President 
 or a Vice-President and its corporate seal to be here¬ 
 unto impressed, attested by its Secretary or an Assistant 
 Secretary, as of the first day of March, 1921, in six 
 counterparts. 
 
 The Atlantic Refining Company, 
 
 By W. M. Irish, 
 
 [Seal] Vice-President. 
 
 Attest: 
 
 E. J. Henry, 
 
 Assistant Secretary. 
 
 The Equitable Trust Company of New York, 
 
 By Lyman Rhoades, 
 
 [Seal] Vice-President. 
 
 Attest: 
 
 J. Y. Robbtns, 
 
 Assistant Secretary. 
 
 The requisite Federal Revenue Stamps have been affixed to Counter¬ 
 part No. 1 and duly cancelled. 
 
59 
 
 State of New York, ) 
 
 V cci • 
 
 County of New York,} 00 ' * 
 
 In New York City on this 20th day of April, in the 
 year 1921, before me personally came W. M. Irish, to 
 me known, who being by me duly sworn, did depose and 
 say that he resides in Philadelphia, Pa.; that he is Vice- 
 President of The Atlantic Refining Company, one of 
 the corporations described in and which executed the 
 foregoing instrument ; that he knows the seal of said cor¬ 
 poration; that the seal affixed to said instrument is such 
 corporate seal; that it was so affixed by order of the 
 Board of Director of said corporation, and that he signed 
 his name thereto by like order. 
 
 J. T. IIelmstadt, 
 
 Notary Public, No. 406 New York County, 
 
 Ctf. No. 2421, Filed in Register’s Office, 
 [Seal] Commission expires March 30, 1922. 
 
 State of New York, ) 
 
 County of New York,] 00 ' ' 
 
 On this 20th day of April in the year 1921, before 
 me personally came Lyman Rhoades, to me known who 
 being by me duly sworn, did depose and say that he 
 resides in Town of Sharon, Conn.; that he is a Vice- 
 President of The Equitable Trust Company of New 
 York, one of the corporations described in and which 
 executed the foregoing instrument; that he knows the 
 seal of said corporation; that the seal affixed to said in¬ 
 strument is such corporate seal; that it was so affixed 
 by order of the Board of Trustees of said corporation, 
 and that he signed his name thereto by like order. 
 
 J. T. IIelmstadt, 
 
 Notary Public, No. 406 New York County, 
 
 Ctf. No. 2421, Filed in Register’s Office, 
 Commission expires March 30, 1922. 
 
 [Seal] 
 
GO 
 
 State of New York 
 County of New York 
 
 I hereby certify that on this 20th day of April, in 
 the year of our Lord 1921, before me, the subscriber, 
 a notary public in and for the County and State of New 
 York, aforesaid, personally appeared John H. Stone, 
 the attorney named in the foregoing agreement as attor¬ 
 ney for The Atlantic Refining Company, and by virtue 
 and in pursuance of the authority therein conferred upon 
 him, acknowledged the said agreement to be the act of the 
 said The Atlantic Refining Company. 
 
 Witness my hand and notarial seal the day and year 
 aforesaid. 
 
 J. T. Helmstadt, 
 
 Notary Public, No. 40G New York County, 
 
 Ctf. No. 2421, Filed in Register’s Office, 
 [Seal] Commission expires March 30, 1922. 
 
 State of New York 
 County of New York 
 
 1 hereby certify that on this 20th day of April, in 
 the year of our Lord 1921, before me, the subscriber, 
 a notary public in and for the County and State of New 
 York, aforesaid, personally appeared J. Y. Robbtns, 
 the attorney named in the foregoing agreement as attor¬ 
 ney for The Equitable Trust Company of New York, 
 and by virtue and in pursuance of the authority therein 
 conferred upon him, acknowledged the said agreement to 
 be the act of the said The Equitable Trust Company of 
 New York. 
 
 Witness my hand and notarial seal the day and year 
 aforesaid. 
 
 J. T. TTelmstadt, 
 
 Notary Public, No. 406 New York County, 
 
 Ctf. No. 2421, Filed in Register’s Office, 
 [Seal] Commission expires March 30, 1922. 
 
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