3/7 f 
 
 
 THE CLJB^U AAl i EBM^Aftr SUGAR COMPANY 
 
 WITH 
 
 THE NATIONAL CITY BANK OF NEW YORK, 
 
 AS TRUSTEE 
 
 ® rust Agreement 
 
 Dated March 15, 1921 
 
 SECURING 
 
 $10,000,000 FIRST MORTGAGE COLLATERAL EIGHT PER CENT. SINKING FUND 
 
 GOLD BONDS 
 
 The Evening Post Job Printing Office. Inc.. 154 Fulton St., N. Y. 
 
Digitized by the Internet Archive 
 in 2017 with funding from 
 
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 https://archive.org/details/cubanamericansugOOcuba 
 
Agrmimtt, this 15th day of March, 1921, between 
 The Cuban-American Sugar Company, a corporation 
 organized and existing under the laws of the State of 
 New Jersey (hereinafter called the “Company”), party 
 of the first part, and The National City Bank of New 
 York, a corporation organized and existing under the 
 laws of the United States of America (hereinafter called 
 the “Trustee”), party of the second part. 
 
 Whereas, (lie Company has deemed it necessary to 
 borrow money for its corporate purposes and, to that 
 end, has duly authorized and directed an issue of bonds, 
 not exceeding the aggregate principal amount of Ten 
 Million Dollars, to be designated as its First Mortgage 
 Collateral Eight Per Cent. Sinking Fund Gold Bonds, to 
 be dated as of March 15, 1921, to mature March 15, 1931, 
 to be secured by the pledge of the property hereinafter 
 described, to bear interest from date at the rate of eight 
 per cent, per annum, payable semi-annually on Septem- 
 ber 15 and March 15 in each year, to be signed in its cor- 
 porate name by its President or a Vice-President, im- 
 pressed with its corporate seal, attested by its Secretary 
 or an Assistant Secretary, to have interest coupons at- 
 tached, executed with the facsimile signature of its 
 Treasurer, and to be authenticated by the certificate of 
 the Trustee indorsed thereon, which Bonds, interest 
 coupons and Trustee's certificate are to be substantially 
 in the following forms, respectively (except that the 
 words “unless the Bond herein mentioned shall have been 
 called for previous redemption,” shall be omitted from all 
 interest coupons maturing September 15, 1921) : 
 
2 
 
 [form of bond] 
 
 No. $ 
 
 UNITED STATES OF AMERICA 
 
 THE CUB AN- AMERICAN SUGAR COMPANY 
 
 First Mortgage Collateral Eight Per Cent. Sinking 
 Fund Gold Bond 
 
 The Cuban-American Sugar Company (hereinafter 
 called the “Company”), for value received, promises to 
 pay to Bearer, or if the ownership of this Bond be regis- 
 tered, to the registered holder hereof, the principal sum of 
 
 Dollars, on March 15, 1931, 
 and to pay interest thereon from the date hereof, at the 
 rate of eight per cent, per annum, semi-annually on 
 September 15 and March 15 in each year. Until the 
 maturity of this Bond, such interest shall be paid only 
 upon the presentation and surrender of the attached 
 interest coupons as they severally mature. Both prin- 
 cipal and interest of this Bond are payable in United 
 States gold coin of or equal to the present standard of 
 weight and fineness, at the principal office of the Trustee 
 hereinafter named, in the Borough of Manhattan, City 
 and State of New York. 
 
 This is one of a duly authorized issue of Bonds of the 
 Company, of an aggregate principal amount of not exceed- 
 ing Ten Million Dollars, known as its First Mortgage 
 Collateral Eight Per Cent. Sinking Fund Gold Bonds, 
 all of like date and substantially similar tenor, except 
 as to the denomination thereof, and all issued under and 
 equally secured by a certain Trust Agreement, dated 
 March 15, 1921, executed by the Company and The 
 National City Bank of New York, as Trustee, to which 
 Trust Agreement reference is hereby made for a state- 
 ment of the terms under which the said Bonds are issued, 
 the nature of the security and the rights and obligations 
 of the Company, the Trustee and the respective holders 
 of the said Bonds with respect thereto. 
 
 In the event of default by the Company as set forth 
 in the said Trust Agreement, the principal of all the 
 
3 
 
 Bonds issued and outstanding thereunder may be declared 
 or may become due and payable before maturity in the 
 manner and with the effect therein provided. 
 
 This Bond, together with all other outstanding Bonds 
 of this issue, may be redeemed as a whole, but not as to a 
 part only thereof, on any semi-annual interest date prior 
 to maturity, upon at least thirty days' prior published 
 notice, and in the manner provided in the said Trust 
 Agreement, at 1071A per cent, of the principal amount 
 thereof. 
 
 This Bond shall pass by delivery until registered in 
 the owner’s name on books kept for that purpose at the 
 said principal office of the Trustee, such registration 
 being noted hereon. After such registration, no further 
 transfer hereof shall be valid unless made on the said 
 books by the registered holder in person or by duly author- 
 ized attorney, and similarly noted hereon ; but this Bond 
 may be discharged from registry by being in like manner 
 transferred to bearer, and thereupon transferability by 
 delivery shall be restored. This Bond shall continue to 
 be subject to successive registrations and transfers to 
 bearer, at the option of the holder; but no registration 
 shall affect the negotiability of the attached interest 
 coupons, which shall continue to be payable to bearer 
 and transferable by delivery merely. 
 
 No recourse shall be had for the payment of any part 
 of either principal or interest of this Bond, or for any 
 claim based hereon or thereon, or otherwise in any 
 manner in respect hereof or in respect of the said Trust 
 Agreement, to or against any stockholder, officer or 
 director of the Company, past, present or future, by virtue 
 of any statute or by the enforcement of any assessment 
 or penalty or in any manner. 
 
 This Bond shall not be obligatory or valid for any 
 purpose until authenticated by the execution by the Trus- 
 tee of the certificate indorsed hereon. 
 
 In witness whereof, the Company has caused this 
 Bond to be executed in its corporate name by its Presi- 
 dent or a Vice-President and impressed with its corporate 
 seal, attested by its Secretary or an Assistant Secretary, 
 
4 
 
 and the attached interest coupons to he executed with the 
 facsimile signature of its Treasurer, as of March 15, 1921. 
 
 The Cuban-American Sugar Company, 
 
 By 
 
 Attest : 
 
 President 
 
 Secretary 
 
 [form of interest coupon] 
 
 No. $ 
 
 On the 15th day of , 19 , unless 
 
 the Bond herein mentioned shall have been called for 
 previous redemption, The Cuban-American Sugar Com- 
 pany will pay to Bearer, at the principal office of The 
 National City Bank of New York, in the Borough of 
 Manhattan, City and State of New York, 
 
 Dollars, in United States gold coin, being six 
 months’ interest then due on its First Mortgage Collateral 
 Eight Per Cent. Sinking Fund Gold Bond, No. 
 
 Treasurer 
 
 [form of trustee's certificate] 
 
 This is one of the Bonds described in the within men- 
 tioned Trust Agreement. 
 
 The National City Bank of New York, 
 
 as Trustee, 
 By 
 
 And whereas all things necessary to make the Bonds, 
 when duly authenticated by the Trustee, the valid, bind- 
 ing and legal obligations of the Company, and to consti- 
 tute this Agreement a valid instrument for the security 
 thereof, have been done and performed, and the execution 
 and delivery of this Agreement and the issue of the Bonds, 
 as in this Agreement provided, have been in all respects 
 duly authorized; 
 
5 
 
 NOW, THEREFORE, THIS AGREEMENT WITNESSETH: 
 That, in consideration of the premises and of the pur- 
 chase and acceptance of the Bonds by those who shall 
 hold the same from time to time, and of the sum of One 
 Dollar to the Company duly paid by the Trustee, the 
 receipt whereof is hereby acknowledged, and to secure 
 the payment of the principal and interest of all the 
 Bonds at any time issued and outstanding hereunder, 
 according to their tenor and effect, and to secure the 
 faithful observance and performance of all the covenants 
 and conditions herein contained, the Company has 
 assigned, conveyed, pledged, transferred and set over, 
 and, by these presents, does assign, convey, pledge, trans- 
 fer and set over unto the Trustee, its successors and 
 assigns, forever, all and singular the following de- 
 scribed first mortgage bonds now owned by the Company 
 (which, together with any other securities which may at 
 any time be held by the Trustee hereunder, are herein- 
 after sometimes referred to, collectively, as the “pledged 
 property”) : 
 
 $3,000,000, aggregate principal amount, First 
 Mortgage Five Per Cent, Gold Bonds, maturing 
 April 1, 1952, of the Colonial Sugars Company, a 
 corporation organized and existing under the laws of 
 the State of New Jersey; 
 
 $3,500,000, aggregate principal amount, Refund- 
 ing First Mortgage Six Per Cent. Gold Bonds, Series 
 B, maturing October 1, 1929, of The Chaparra Sugar 
 Company, a corporation organized and existing under 
 the laws of the State of New Jersey; 
 
 $1,000,000, aggregate principal amount, Refund- 
 ing First Mortgage Six Per Cent, Gold Bonds, Series 
 B, maturing October 1, 1929, of The Tinguaro Sugar 
 Company, a corporation organized and existing under 
 the Laws of the State of New Jersey; 
 
6 
 
 $300,000, aggregate principal amount, Refunding 
 First Mortgage Six Per Cent. Gold Ronds, Series B, 
 maturing October 1, 1929, of The Cuban Sugar 
 Refining Company, a corporation organized and exist- 
 ing under the Laws of tbe State of New Jersey; 
 
 $900,000, aggregate principal amount, Refunding 
 First Mortgage Six Per Cent. Gold Bonds, Series C, 
 maturing October 1, 1929, of the said The Cuban 
 Sugar Refining Company; 
 
 $2,060,000, aggregate principal amount, First 
 Mortgage Six Per Cent, Gold Bonds, Series A, ma- 
 turing October 1, 1929, of the San Manuel Sugar 
 Company, a corporation organized and existing under 
 the Laws of the State of New Jersey; 
 
 $770,000, aggregate principal amount, First Mort- 
 gage Six Per Cent. Gold Bonds, Series A, maturing 
 October 1, 1929, of the Chaparra Railroad Company, 
 a corporation organized and existing under the Laws 
 of the State of New Jersey; 
 
 $400,000, aggregate principal amount, Refunding 
 First Mortgage Six Per Cent. Gold Bonds, Series B, 
 maturing October 1, 1929, of The Unidad Sugar 
 Company, a corporation organized and existing under 
 the Laws of the State of New Jersey; and 
 
 $500,000, aggregate principal amount, Refunding- 
 First Mortgage Six Per Cent, Gold Bonds, Series C, 
 maturing October 1, 1929, of the Mercedita Sugar 
 Company, a corporation organized and existing under 
 the Laws of the State of New Jersey; 
 
 In trust, nevertheless, upon the terms and condi- 
 tions herein set forth, for those who shall hold the Bonds 
 issued hereunder and the interest coupons pertaining 
 thereto, without preference of any of the Bonds or in- 
 terest coupons over any of the others by reason of 
 priority in the time of issue, sale or negotiation thereof, 
 or otherwise for any cause whatever; 
 
Provided, however, and these presents are upon the 
 express condition, that, if the Company, its successors or 
 assigns, shall well and truly pay, or cause or secure to be 
 paid, the principal of the Bonds and the interest due or 
 to become due thereon, at the times and in the manner 
 mentioned in the Bonds, according to the true intent and 
 meaning thereof, and shall well and truly keep, perform 
 and observe all the covenants and conditions in this 
 Agreement expressed to be kept, performed and observed 
 by it, and shall pay to the Trustee all sums of money 
 due or to become due to it in accordance with the terms 
 and provisions hereof, then this Agreement and the rights 
 hereby granted shall cease, determine and be void, and 
 the Trustee, in such case, on written demand of the Com- 
 pany, shall cancel and satisfy this Agreement and shall 
 deliver to or upon the written order of the Company, 
 signed by its President or a Vice-President and its Secre- 
 tary or an Assistant Secretary, the pledged property then 
 in its possession ; otherwise to be and remain in full force 
 and effect. 
 
 And it is hereby covenanted and agreed, that the 
 Bonds are to be issued, authenticated and delivered, and 
 the pledged property is to be held by the Trustee, subject 
 to the following covenants, conditions, uses and trusts: 
 
 ARTICLE FIRST. 
 
 Designation, Form, Issue, Authentication and Regis- 
 tration of Bonds. 
 
 Section 1 . The Bonds to be issued under this Agree- 
 ment shall be designated as the Company's “First Mort- 
 gage Collateral Eight Per Cent. Sinking Fund Gold 
 Bonds”, and they and the interest coupons attached 
 thereto shall be substantially in the form and of the 
 tenor hereinbefore recited, respectively. Bonds may be 
 
8 
 
 issued, at the option of the Company, in denominations 
 of either .fl 000 or f^OO. 
 
 Section 2. Upon the execution hereof, the Company 
 shall execute in the manner hereinbefore recited and de- 
 liver to the Trustee, Ten Million Dollars, aggregate prin- 
 cipal amount, of Bonds ; and the Trustee shall thereupon 
 authenticate the same and deliver the Bonds so authen- 
 ticated to or upon the written order of the Company, 
 signed b} T its President or a Vice-President. The Trustee 
 shall be under no obligation to see to the proper applica- 
 tion of the Bonds, or of the proceeds thereof, by the 
 Company. 
 
 Only such Bonds as shall be authenticated by a 
 certificate substantially in the form hereinbefore recited, 
 executed by the Trustee, shall be entitled to any right or 
 benefit under this Agreement ; and such authentication 
 by the Trustee shall be conclusive evidence that any 
 Bond so authenticated has been duly issued hereunder 
 and that the holder is entitled to the benefits hereof. 
 
 Section 3. The holder of any definitive Bond may have 
 the ownership thereof registered on books to be kept for 
 that purpose at the principal office of the Trustee in the 
 Borongli of Manhattan, City and State of New York, and 
 such registration noted on the Bond. After such regis- 
 tration, no further transfer of such Bond shall be valid 
 unless made on the said books by the registered holder 
 in person or by duly authorized attorney and similarly 
 noted on the Bond; but the same may be discharged from 
 registry by being in like manner transferred to bearer, 
 and thereupon transferability by delivery shall be 
 restored. Bonds shall continue to be subject to suc- 
 cessive registrations and transfers to bearer, at the option 
 of their respective holders; but no registration of any 
 Bond shall affect the negotiability of the interest cou- 
 
9 
 
 pons pertaining thereto, which shall continue to be pay 
 able to bearer and transferable by delivery merely. 
 
 Section 4. Until definitive Bonds are prepared, the 
 Company may execute and deliver typewritten or printed 
 temporary Bonds, substantially of the tenor of the Bonds 
 hereinbefore recited, except that such temporary Bonds 
 shall be issued without interest coupons and need not 
 contain provisions for registration. Such temporary 
 Bonds shall be of the denominations of $500, $1000 or 
 any multiple thereof, as the Company may determine, and 
 shall bear upon their face the words, “Temporary Bond : 
 exchangeable for a like principal amount of definitive 
 Bonds”, and shall be authenticated by the Trustee in 
 substantially the same manner as is herein provided for 
 the definitive Bonds, and such authentication shall be 
 conclusive evidence that any temporary Bond so authen- 
 ticated has been duly issued hereunder, and that the 
 holder is entitled to the benefits of this Agreement. Any 
 or all such temporary Bonds duly issued and authenti- 
 cated hereunder shall be exchangeable for a like prin- 
 cipal amount of definitive Bonds, when such definitive 
 Bonds are ready for delivery, and, upon any such ex- 
 change, the temporary Bonds shall forthwith be cancelled 
 by the Trustee and, upon demand, delivered to the Com- 
 pany. Until so exchanged, such temporary Bonds shall 
 in all respects be entitled to the benefits of this Agree- 
 ment, as Bonds issued and authenticated hereunder; and 
 interest, when and as paid, shall be indorsed thereon. 
 
 Section 5. In case any Bond issued hereunder, with 
 its interest coupons, if any, shall be mutilated, destroyed 
 or lost, the Company in its discretion may issue, and 
 thereupon the Trustee shall authenticate and deliver, a 
 new Bond of like denomination, tenor and date, in ex- 
 change and substitution for and upon the cancellation of 
 
10 
 
 the mutilated Bond and its interest coupons, or in lieu 
 of and in substitution for the Bond and its interest cou- 
 pons so destroyed or lost, upon receipt of evidence satis- 
 factory to the Company and the Trustee of the destruc- 
 tion or loss of such Bond and its interest coupons and 
 upon the receipt, also, of indemnity satisfactory to them. 
 
 ARTICLE SECOND. 
 
 Covenants of the Company. 
 
 The Company covenants with the Trustee and with 
 the holders of the Bonds as follows: 
 
 Section 6. The Company will pay the principal and 
 interest of all the Bonds duly issued hereunder according 
 to the terms thereof and of this Agreement. 
 
 Section 7. The Company will at all times, until the 
 payment of all the Bonds issued hereunder, keep an office 
 or agency in the Borough of Manhattan, City and State 
 of New York, where notices and demands in respect of 
 such Bonds may be served; and it will, from time to time, 
 give notice to the Trustee of the location of such office 
 or agency. In case the Company shall fail so to do, 
 notices may be served and demands may be made at the 
 principal office of the Trustee, in the said Borough of 
 Manhattan, City of New York. The Company will at all 
 times keep or cause to be kept at the said principal 
 office of the Trustee, books in which the ownership of 
 any of the definitive Bonds may be registered, upon 
 presentation thereof for such purpose, as provided in 
 Section 3 hereof. 
 
 Section 8. So long as any of the Bonds remain out- 
 standing and unpaid, the Company will not directly or 
 indirectly extend or assent to the extension of the time 
 
11 
 
 for the payment of any interest coupon or claim for inter- 
 est of or upon any Bond, and it will not directly or indi- 
 rectly be a party to any arrangement therefor, either by 
 purchasing or refunding or in any manner keeping alive 
 such interest coupon or claim for interest, or otherwise. 
 In case the payment of any such interest coupon or claim 
 for interest shall be so extended by or with or without the 
 consent of the Company, then, anything in this Agree- 
 ment contained to the contrary notwithstanding, such 
 interest coupon or claim for interest so extended shall not 
 be entitled, in case of default hereunder, to any benefit 
 of or under this Agreement, except after the prior payment 
 in full of the principal of all the Bonds issued hereunder 
 and of all such interest coupons and claims for interest 
 as shall not have been so extended. 
 
 Section 9. The Company is lawfully possessed of all 
 the first mortgage bonds hereby pledged, and has good 
 right to pledge the same for the purposes herein expressed. 
 The said bonds are respectively secured by mortgages con- 
 stituting first mortgage liens upon the properties therein 
 described, respectively, which are substantially all the 
 properties and assets of the several corporations issuing 
 the said bonds; and the said bonds are all the bonds now 
 issued and outstanding under the said mortgages, re- 
 spectively. The Company will cause the said mortgages 
 and any and all documents supplemental thereto to be and 
 be kept filed and recorded in such manner and in such 
 places as may be required by law, in order fully to pre- 
 serve and protect the respective liens thereof and the 
 security of the bonds issued thereunder. 
 
 Section 10. At the date of the execution of this Agree- 
 ment, the Company owns or controls, free and clear of 
 any pledge or lien or adverse claim whatever, all the is- 
 sued and outstanding shares of the capital stock of the 
 
 s » r U i . 
 
12 
 
 following named subsidiary companies, each of which is a 
 corporation organized and existing under the laws of the 
 
 State of New Jersey: 
 
 The Chaparra Sugar Com- 
 pany 
 
 Cliaparra Railroad Com- 
 pany 
 
 San Manuel Sugar Com- 
 pany 
 
 The Tinguaro Sugar Com- 
 pany 
 
 Mercedita Sugar Company 
 The Cuban Sugar Refining 
 Company 
 
 The TTiidad Sugar Company 
 Colonial Sugars Company 
 
 The properties and assets of each of the said subsidiary 
 companies are free of any mortgage or lien of any char- 
 acter, other than ccnsos or charges for religious purposes 
 and the liens of the mortgages respectively securing the 
 bonds pledged hereunder. 
 
 Section 11. Within ninety days after the date of this 
 Agreement, the Company will cause the said Chaparra 
 Railroad Company to issue $2,130,000, aggregate princi- 
 pal amount, additional bonds of its issue of First Mort- 
 gage Six Per Cent. Gold Bonds, Series A, hereinbefore 
 described, and will cause the said San Manuel Sugar Com- 
 pany to issue $1,440,000, aggregate principal amount, 
 additional bonds of its issue of First Mortgage Six Per 
 Cent. Gold Bonds, Series A, hereinbefore described ; and, 
 upon the issue thereof, the Company will forthwith 
 acquire all the said bonds and pledge the same with the 
 trustee, as additional security under this Agreement. 
 
 Section 12. So long as any of the Bonds remain out- 
 standing and unpaid, the Company will comply, and will 
 cause each subsidiary company (as defined in Section 
 4G hereof) to comply, with all lawful requirements of the 
 laws of the State of New Jersey and of any other State or 
 States of the United States of America and of the Re- 
 
13 
 
 public of Cuba and of any other government, applicable 
 to the Company or to any subsidiary company ; and it will 
 not do, suffer or permit any act or thing whereby the pay- 
 ment of the indebtedness evidenced by the Bonds issued 
 hereunder might or could be hindered, delayed or im- 
 perilled, or whereby the security of the same might or 
 could be impaired or injuriously affected. 
 
 Section 33. The Company will cause each of its sub- 
 sidiary companies, the bonds of which may from time to 
 time be pledged hereunder, faithfully to observe and per- 
 form all the covenants and agreements contained in the 
 mortgages respectively securing such bonds; and the Com- 
 pany hereby unconditionally guarantees the due and 
 punctual payment of the principal and interest of all 
 bonds from time to time pledged under this Agreement, 
 and the faithful observance and performance of each and 
 all of the terms, conditions and covenants contained in 
 each of the mortgages securing the same, respectively. 
 
 Section 14. So long as any of the Bonds remain out- 
 standing and unpaid, the Company will not execute any 
 mortgage upon, or make any pledge of, any part of its 
 fixed assets (as defined in Section 46 hereof) and it will 
 not either directly or indirectly make, issue or negotiate 
 any other issue of bonds, notes or other funded obligations, 
 or contract any funded indebtedness, without expressly 
 providing as part of the terms thereof, that all such 
 bonds, notes and other funded obligations or indebted- 
 ness shall be subject and subordinate to the Bonds issued 
 under this Agreement, and that, until all the Bonds issued 
 hereunder shall have been paid in full, none of such other 
 bonds, notes, funded obligations or indebtedness shall be 
 payable or paid, and that the payment of the same shall be 
 unconditionally postponed, and that the holders thereof 
 
14 
 
 shall have no right in law or in equity to sue for or 
 enforce the payment thereof, by suit or otherwise; pro- 
 vided, that nothing herein shall apply to such notes, 
 debts, obligations, liabilities or contracts as may be 
 made, incurred or contracted by the Company in the 
 ordinary course of conducting its business, and matur- 
 ing not later than one year from their date; and pro- 
 vided , further, that nothing herein contained shall pre- 
 vent the Company from acquiring property subject to 
 an existing mortgage or mortgages thereon of not exceed- 
 ing sixty per cent, of the fair value thereof, or from 
 securing the purchase price of any property hereafter 
 acquired by a purchase money mortgage or mortgages of 
 not exceeding a like percentage of its fair value. 
 
 Section 15. So long as any of the Bonds remain out- 
 standing and unpaid, the Company will at no time suffer 
 or permit any subsidiary company whose bonds may, at 
 the time, be pledged under this Agreement, to execute 
 any additional mortgage upon, or make any pledge of, 
 any part of its fixed assets, unless all the bonds or 
 other obligations secured thereby are forthwith pledged 
 with the Trustee hereunder as additional security for 
 the Bonds issued under this Agreement; and the Com- 
 pany will in no event cause, suffer or permit any sub- 
 sidiary company to execute any mortgage upon, or make 
 any pledge of, any part of its fixed assets, or to make, 
 issue or negotiate any bonds, notes or other funded obli- 
 gations, whether or not the same shall be secured by 
 mortgage or pledge, unless (he Company shall forthwith 
 acquire, free from lien of any character, all of such bonds, 
 notes or other obligations; provided, that nothing herein 
 shall apply to such notes, debts, obligations, liabilities 
 or contracts as may be made, incurred or contracted 
 by any subsidiary company in the ordinary course of 
 
15 
 
 conducting its business and maturing not later than one 
 year from their date; and provided, further, that nothing 
 herein contained shall prevent a subsidiary company 
 from acquiring property subject to an existing mortgage 
 or mortgages thereon, if the liability assumed by such 
 subsidiary company with respect to the aggregate in- 
 debtedness secured by such mortgage or mortgages shall 
 not exceed sixty per cent, of the fair physical value of 
 such property, or from securing the purchase price of 
 property hereafter acquired by a purchase money mort- 
 gage or mortgages of not exceeding in the aggregate a like 
 percentage of its fair physical value. 
 
 Section 16. So long as any of the Bonds remain out- 
 standing and unpaid, the Company will from time to time 
 acquire, as issued, such proportion of any additional stock 
 which may be issued by any of its subsidiary companies, as 
 the amount owned or controlled by the Company immedi- 
 ately prior to such issue bore to the total amount of the 
 capital stock of such subsidiary company then outstand- 
 ing; and whenever any subsidiary company, the bonds of 
 which shall at the time be pledged hereunder, shall become 
 entitled, under the terms of the mortgage securing such 
 bonds, to have additional bonds authenticated thereunder, 
 the Company will promptly cause all additional bonds to 
 which such subsidiary company may be entitled, to be 
 executed by such subsidiary company, authenticated by 
 the trustee acting under the mortgage securing the same, 
 and pledged with the Trustee hereunder as additional 
 security for the Bonds issued under this Agreement. 
 
 Section 17. So long as any of the Bonds remain out- 
 standing and unpaid, the Company will not sell or other- 
 wise dispose of any shares of stock of any subsidiary 
 company, the bonds of which shall at the time be pledged 
 under this Agreement. 
 
4 
 
 16 
 
 Section 18. So long as any of the Bonds remain out- 
 standing and unpaid, the Company will at all times 
 maintain net current assets (as defined in Section 46 
 hereof) at an amount at least equal to the aggregate 
 principal amount of the Bonds outstanding hereunder. 
 
 Section 19. So long as any of the Bonds remain out- 
 standing and unpaid, the Company will not suffer or 
 permit any subsidiary company, the bonds of which shall 
 at the time be pledged hereunder, to merge into or con- 
 solidate with any other corporation, except the Company 
 or another subsidiary company, or to sell or otherwise 
 dispose of its properties as an entirety, except to the 
 Company or to another subsidiary company, or to lease 
 any substantial part of its properties, except to the Com- 
 pany or to another subsidiary company; provided, that 
 any subsidiary company may from time to time lease 
 sugar cane producing properties, or portions thereof, to 
 farmers or colonos under the usual colono contracts for 
 the cultivation of cane. 
 
 Section 20. In case the Company or any subsidiary 
 company, the bonds of which shall at the time be pledged 
 hereunder, shall sell any substantial or essential part of 
 its fixed assets, the Company will cause the proceeds of 
 such sale, or an amount equivalent thereto, to be applied 
 to the purchase of other fixed assets at least equal in 
 value to the properties sold, and shall not distribute or 
 apply any part of such proceeds either by way of a divi- 
 dend or distribution of capital or profits, or in the pay- 
 ment of current expenses, or in any other manner, except 
 as above provided; provided, that at the option of the 
 Company any part of such proceeds may be paid over 
 to the Trustee, to be applied by it in the manner provided 
 in Section 31 hereof. 
 
17 
 
 Without in any way limiting the meaning of the 
 term “substantial or essential part of its fixed assets”, 
 whenever the fair value of the fixed assets of the 
 Company and its subsidiary companies, sold within 
 any period of one year, shall exceed the sum of One 
 Hundred Thousand Dollars, in the aggregate, such 
 excess shall be considered to be a substantial or 
 essential part of the fixed assets of the corporation 
 selling the same. 
 
 Section 21. The Company and each of its subsidiary 
 companies will at all times maintain, preserve and keep 
 all its and their property, buildings, machinery, ap- 
 paratus, equipment and fixtures in thorough repair and 
 condition, and will, from time to time, make, all needful 
 and proper repairs thereto and replacements thereof, and 
 will promptly pay and discharge, or cause to be paid 
 and discharged, any and all lawful taxes, rates, levies, 
 assessments, liens, claims or other charges whatever upon 
 its and their respective properties, and every part thereof, 
 < and upon the income derived from its and their opera- 
 
 tions. 
 
 Section 22. The Company and each of its subsidiary 
 companies will keep their respective buildings, apparatus, 
 equipment, fixtures and stock of materials insured 
 in good and responsible insurance companies against loss 
 or damage, in such manner and to the same extent as has 
 been usual in its business, and will furnish, or cause to 
 be furnished, to the Trustee evidence to its satisfaction 
 of all insurance, whenever so requested by it, and at 
 least once in each year. 
 
 In case of loss or damage of any of the said properties, 
 whereby the sum of $50,000 or more shall be collected 
 or received under any policy or policies of insurance, 
 all such insurance moneys, or an amount equiva- 
 lent thereto, unless otherwise applied pursuant to the 
 
18 
 
 terms of any mortgage securing any bonds of the com- 
 pany suffering such loss or damage, shall be applied either 
 (o ) in or toward the restoration of the property so lost or 
 damaged, or ( b ) in or toward the acquisition of other 
 property for the use of the business of the company suf- 
 fering such loss or damage, the title to which shall be 
 vested in it, or (c) in or toward the construction of new 
 buildings for such company, or (d) in or toward the 
 purchase of new machinery, equipment, apparatus or 
 fixtures which shall be in addition to the plant of such 
 company and not in substitution of old or worn out 
 machinery, equipment, apparatus or fixtures, or (e), if 
 not so applied within six months after the collection or 
 receipt thereof, the said moneys or the unexpended bal- 
 ance thereof, or an amount equivalent thereto, unless 
 otherwise applied, as aforesaid, pursuant to the terms 
 of any mortgage, shall be paid over to the Trustee to be 
 applied, by it in the manner provided in Section 31 
 hereof. 
 
 Section 23. Within ninety days after the close of 
 each fiscal year the Company will render to the Trustee 
 an officially certified consolidated statement of its income 
 account for the year and a consolidated balance sheet 
 taken at the close thereof, setting forth the financial 
 condition of the Company and its subsidiary companies 
 for such year. Such statement, if required by the Trus- 
 tee, shall be audited by certified public accountants 
 appointed or approved by the Trustee. 
 
 ARTICLE THIRD. 
 
 Redemption of Bonds. 
 
 Section 24. The Company, at its option, may redeem 
 all the outstanding Bonds, but not part only thereof, on 
 any semi-annual interest date, prior to maturity, at 107 y* 
 per cent, of the principal amount thereof. 
 
19 
 
 In case the Company shall desire so to redeem the out- 
 standing Bonds, it shall publish in two daily newspapers 
 of general circulation, published in the Borough of Man- 
 hattan, City and State of New York, once a week for four 
 successive weeks, the first publication to be not less than 
 thirty nor more than thirty-five days before such redemp- 
 tion date, notice of such intended redemption, specifying 
 the date designated for redemption and requiring that the 
 Bonds be then presented for payment at the principal office 
 of the Trustee in the said Borough of Manhattan, City 
 and State of New York. If the ownership of any of the 
 Bonds is registered, notice of redemption shall also be 
 mailed by the Company to the respective registered 
 holders thereof, at least thirty days prior to the redemp- 
 tion date, at their addresses appearing upon the books 
 of the Company. 
 
 Section 25. Notice of redemption having been given 
 as in this Article Third prescribed and an amount suffi- 
 cient to redeem all the outstanding Bonds having been 
 deposited with the Trustee on or before the redemption 
 date, such Bonds shall, on the date designated in such 
 notice, become due and payable at the said principal office 
 of the Trustee at the said redemption price ; and upon the 
 presentation thereof, with all interest coupons maturing 
 subsequently to the said redemption date, such Bonds 
 shall be paid and shall thereupon be cancelled and de- 
 livered to the Company. After the date so fixed for 
 redemption, the Bonds shall cease to bear further interest. 
 
 ARTICLE FOURTH. 
 
 Control of Pledged Securities. 
 
 Section 26. The Trustee may, but it shall not be 
 obliged to, cause all bonds at any time pledged with it 
 hereunder to be transferred into its name as Trustee, or 
 
20 
 
 into the name of its nominee or nominees, and shall hold 
 the same subject to the terms and conditions of this 
 Agreement. 
 
 Section 27. So long as the Company shall not be in 
 default hereunder, to the knowledge of the Trustee, the 
 Company shall be entitled, from time to time, to collect 
 for its own nse all sums which may become due 
 and payable for interest upon any bonds which shall be 
 at the time pledged hereunder, or which may accrue upon 
 any moneys deposited with the Trustee hereunder; and 
 the Trustee, upon the written request of the Company, 
 signed by its President or a Vice-President and its Secre- 
 tary or an Assistant Secretary, shall, from time to time, 
 deliver to the Company, or to its Treasurer or other officer 
 or agent designated in such request, the interest coupons 
 pertaining to any coupon bonds pledged hereunder, as 
 the same become due and payable, and suitable assign- 
 ments and orders for the payment of interest upon other 
 pledged bonds, and shall pay over to it, or to its Treas- 
 urer or other officer or agent designated in such request, 
 any and all sums which may be received or collected by 
 the Trustee as interest upon any pledged bonds and any 
 and all sums which may accrue as interest on any moneys 
 deposited with the Trustee hereunder. 
 
 Section 28. If default be made by any corporation 
 whose bonds shall at the time be pledged hereunder in 
 respect to any of the covenants or conditions contained 
 in the mortgage securing the same and such default shall 
 continue for the period, if any, specified in such mort- 
 gage, the Trustee may and, upon the written request of 
 the holders or owners of twenty-five per cent, in aggre- 
 gate principal amount of the Bonds then outstanding here- 
 under, shall, request the trustee under the mortgage in 
 
21 
 
 respect of which such default shall have been made to take 
 such action thereunder as the Trustee hereunder, in its 
 discretion, may deem advisable in the interest of the 
 holders or owners of the Bonds of this issue. No such 
 request, however, need be made by the Trustee hereunder, 
 unless the holders or owners of Bonds of this issue shall 
 furnish to the trustee under the mortgage in respect to 
 which such default shall have been made the security (if 
 any) required to be furnished by the terms of such mort- 
 gage. The Company and the holders of the Bonds issued 
 hereunder hereby constitute and appoint the Trustee its 
 and their true and lawful attorney, irrevocable, upon 
 any such default, to make any such request, to give 
 any notice, consent, assent, waiver or direction pursuant 
 to any of the terms of the mortgage in respect to which 
 such default shall have been made, and to receive any and 
 all moneys applicable to the payment of principal or in- 
 terest, or both, of any of the bonds secured thereby; 
 provided, that no such notice, consent, assent, waiver 
 or direction need be given by the Trustee, except upon 
 the written request of the holders or owners of twenty- 
 five per cent, in aggregate principal amount of the Bonds 
 then outstanding hereunder, nor unless, also, such holders 
 or owners shall have furnished to the Trustee security 
 and indemnity satisfactory to it. Any moneys so received 
 by the Trustee shall be applied by it in the manner here- 
 inafter provided in Section 31 hereof. 
 
 Section 29. So long as the Company shall not be in 
 default, to the knowledge of the Trustee, in the payment 
 of the principal or the interest of any of the Bonds 
 secured hereby, the date of maturity of any first mort- 
 gage bonds, due prior to March 15, 1931, at any time 
 pledged under this Agreement, may at any time be ex- 
 tended, but not beyond March 15, 1931 ; and, in case 
 of any such extension, the Trustee shall, upon the 
 
22 
 
 written request of the Company, signed by its Presi- 
 dent or a Vice-President and its Treasurer or an Assist- 
 ant Treasurer, deliver such bonds to the trustee then 
 acting under the mortgage securing the same for the pur- 
 pose of having such extension of the maturity thereof noted 
 thereon and additional interest coupon sheets attached 
 thereto, or, at the option of the Company, the Trustee 
 shall surrender the said bonds to the trustee of the 
 mortgage securing the same and accept in exchange 
 therefor other bonds of the extended maturity, of the 
 same issue and of a like aggregate principal amount, 
 which bonds may be either in fully registered form or in 
 coupon form with interest coupons attached. 
 
 Section 30. So long as the Company shall not be in 
 default, to the knowledge of the Trustee, in the payment 
 of the principal or the interest of any of the Bonds 
 secured hereby, all, but not part only, of the first mort- 
 gage bonds of any one or more issues at. any time pledged 
 hereunder may be withdrawn by the Company, from 
 time to time, upon the following terms and conditions: 
 
 A. The Company shall, in each case, deliver to the 
 Trustee a copy of a Resolution or Resolutions of the 
 Board of Directors of the Company, certified by its Sec- 
 retary or an Assistant Secretary under its corporate 
 seal, requesting the Trustee to release from the lien 
 hereof and to deliver to or upon the written order of the 
 Company, signed by its President or a Vice-President, 
 all, hut not part only, of the bonds of any one or more 
 issues at the time pledged hereunder, specified in such 
 Resolutions. 
 
 B. The Company shall either (a) pay to the Trustee 
 an amount in cash equal to ninety per cent, of the aggre- 
 gate principal amount of the bonds specified in the said 
 Resolutions to he released, together with accrued interest 
 thereon to the date of such release, or (b) deliver to and 
 pledge with the Trustee hereunder, in negotiable form or 
 
23 
 
 accompanied by duly executed transfer powers, in substi- 
 tution for such bonds, all, but not part only, of the out- 
 standing bonds of one or more issues, bearing interest at a 
 rate not less than six per cent, per annum, maturing not 
 later than ten years from the date of the pledge thereof, 
 and respectively secured by a mortgage constituting a lirst 
 lien upon the entire mortgageable assets of another or 
 other subsidiary company or companies owning and oper- 
 ating sugar producing or refining properties situated in 
 the West Indies or the United States of America, of a fair 
 physical value equal to at least 166%% per cent, of the 
 aggregate principal amount of all the bonds issued under 
 the mortgages respectively securing the same; provided, 
 that if the aggregate principal amount of the bonds so 
 pledged in substitution shall be less than the aggregate 
 principal amount of the bonds specified in the said Resolu- 
 tions so to be released, the Company also shall pay to the 
 Trustee an amount in cash equal to at least ninety per 
 cent, of the amount of such deficiency. 
 
 C. In case bonds are pledged in substitution, as above 
 provided, the Company shall also deliver to the Trustee 
 the following instruments : 
 
 ( 1 ) A copy of a Resolution or Resolutions of the 
 Board of Directors of the Company, certified by its 
 Secretary or an Assistant Secretary under its cor- 
 porate seal, authorizing the pledge of such bonds 
 hereunder. 
 
 ( 2 ) A copy of the mortgage securing the bonds 
 so authorized to be pledged, certified by the trustee 
 named in such mortgage as the trustee thereunder. 
 
 ( 3 ) A certificate signed by the President or a 
 Vice-President and the Treasurer or an Assistant 
 Treasurer of the Company, verified by one of such 
 officers, certifying (a) that the corporation issuing 
 the said bonds and owning the properties subject 
 to the lien of the mortgage securing the same, is, 
 at the time, a subsidiary company within the mean- 
 
24 
 
 ing of this Agreement, actually engaged in opera- 
 ting such properties or the greater part thereof; 
 ( b ) that the properties subject to the lien of the 
 said mortgage constitute the entire mortgageable 
 assets of such subsidiary company and that all, 
 or substantially all, of the properties then sub- 
 ject to the said lien are sugar producing or refining 
 properties situated in the West Indies or in 
 the United States of America; (c) that the fair 
 physical value of the properties subject to the lien of 
 the said mortgage is equal to at least I66-/3 per cent, 
 of the aggregate principal amount of all bonds is- 
 sued under the said mortgage, and (cl) that the said 
 bonds so authorized to be pledged are all the bonds 
 at the time authorized and outstanding under and 
 secured by the said mortgage. 
 
 ( 4 ) A certificate by a competent engineer (who 
 may be employed by the Company), approved by the 
 Trustee, setting forth in reasonable detail the fair 
 physical value, at the time of the pledge of such 
 bonds, of the properties then subject to the lien of 
 the mortgage securing the same. 
 
 (o) An opinion of counsel (who may be counsel 
 for the Company), that the bonds so authorized to 
 be pledged are legally issued and are the valid, bind- 
 ing obligations of the corporation issuing the same, 
 and are all equally secured by the mortgage under 
 which they are issued ; that such mortgage consti- 
 tutes a valid instrument for the security thereof; and 
 that, except only as to any censos or charges for 
 religious purposes, such mortgage is a first lien on 
 substantially all the properties described therein or 
 in respect of the acquisition of which any additional 
 bonds may be issued thereunder. 
 
 Whenever the requirements hereinbefore in this Sec- 
 tion set forth shall have been fully complied with by the 
 
25 
 
 Company, the Trustee shall release from the lien of this 
 Agreement and deliver to or upon the written order of 
 the Company, signed by its President or a Vice-President, 
 the bonds specified in the Resolutions referred to in sub- 
 division A of this Section. 
 
 Section 31. Any cash received by the Trustee at any 
 time pursuant to any of the provisions of the foregoing 
 Sections 20, 22, 28 or 30 hereof, and any cash at any time 
 resulting from the sale of bonds, or obligations of the 
 United States of America, as hereinafter provided in 
 sub-division A of this Section 31, shall be held by the 
 Trustee, subject to the terms of this Agreement, as 
 security for the Bonds issued hereunder; provided, that, 
 so long as the Company shall not be in default, to the 
 knowledge of the Trustee, in the payment of the principal 
 or the interest of any of the Bonds secured hereby, all or 
 any of the said cash may be applied, from time to time, 
 at the option of the Company, in one or more of the 
 following ways : 
 
 A. All or any of the said cash shall be applied by the 
 Trustee, from time to time, upon the written request of 
 the Company, signed by its President or a Vice-President 
 and its Treasurer or an Assistant Treasurer, to the pur- 
 chase of such bonds or obligations of the United States 
 of America, and in such amounts, as may be designated in 
 such request, which bonds or obligations so purchased 
 shall be held by the Trustee in lieu of the said cash and 
 shall in turn be sold by the Trustee, from time to time, 
 upon written request of the Company, similarly signed. 
 Any loss resulting from any such sale shall promptly 
 be made good by the Company, upon the written demand 
 of the Trustee, by the deposit with the Trustee, subject 
 to the terms and provisions of this Section 31, of an 
 amount in cash equal to the amount of such loss. The 
 Trustee shall not be responsible to the Company nor to 
 
26 
 
 any holder of any Bond issued hereunder for any decline 
 in market value or other loss resulting from any such 
 purchases or sales of bonds or obligations of the United 
 States of America. 
 
 B. Whenever the Company shall deliver to and pledge 
 with the Trustee, in negotiable form or accompanied by 
 duly executed transfer powers, all, but not part only, of 
 the first mortgage bonds of a subsidiary company, of the 
 character described in clause ( b ) of sub-division B of 
 Section 30 hereof, and shall also deliver to the Trustee, 
 with respect to such bonds, instruments of the character 
 described in paragraphs (1), (2), (3), (Jf) and (5) of 
 sub-division C of the said Section 30, the Trustee shall 
 pay out to or upon the written order of the Company, 
 signed by its President or a Vice-President and its Treas- 
 urer or an Assistant Treasurer, from the cash then on 
 deposit with it under this Section 31, a sum equal to 
 ninety per cent, of the aggregate principal amount of 
 the bonds so pledged. 
 
 C. Unless otherwise applied as in this Section 31 pro- 
 vided, the said cash shall be applied by the Trustee, from 
 time to time, so far as in its judgment shall be practicable, 
 to the purchase, in the open market, of Bonds issued 
 hereunder, at purchase prices not exceeding 105 per cent, 
 of the principal amount thereof and accrued interest, all 
 of which Bonds so purchased shall forthwith be cancelled 
 by the Trustee and delivered to the Company, upon its 
 written request therefor; and no Bonds shall thereafter 
 be issued in lieu thereof. 
 
 1). Anything herein contained to the contrary not- 
 withstanding, if at any time the Company shall call for 
 redemption, pursuant to the provisions of Article Third 
 hereof, all the Bonds then outstanding hereunder, any 
 cash then held by the Trustee under the provisions of this 
 Section 31 shall, upon the written request of the Com- 
 
27 
 
 pany, signed by its President or a Vice-President and its 
 Treasurer or an Assistant Treasurer, be applied by the 
 Trustee to the redemption of the said Bonds; provided, 
 that, on or before the date fixed for sucli redemption, the 
 Company shall deposit with the Trustee such additional 
 cash, if any, as may be required to redeem the Bonds in 
 full, at the redemption price thereof. 
 
 Section 32. The Trustee may accept any certificate, 
 written request, order or other instrument delivered to it 
 pursuant to any of the provisions of this Article Fourth 
 as conclusive proof of the facts therein set forth, and the 
 Trustee shall be fully protected for or in respect of any 
 action taken or suffered by it under any of the provisions 
 hereof in reliance thereon; but the Trustee may, in its 
 discretion, require such other and further proof of any 
 such fact or facts as, under the circumstances, it may 
 deem proper. 
 
 ARTICLE FIFTH. 
 
 Sinking Fund. 
 
 Section 33. In each quarterly period, commencing 
 with the quarterly period ending June 15, 1921, the Com- 
 pany will set aside the sum of $250,000, in cash, as and 
 for a Sinking Fund for the retirement of the Bonds issued 
 hereunder, which sum, so set aside, the Company will ap- 
 ply, or cause to be applied by its agent appointed for that 
 purpose, to the purchase of Bonds in the open market, if 
 obtainable, at prices not exceeding 105 per cent, of the 
 principal amount thereof and accrued interest, which 
 Bonds, so purchased, the Company shall forthwith deliver 
 or cause to be delivered to the Trustee. In the event, 
 however, that the Company, or its agent, shall not have 
 been able, in any quarterly period, to purchase sufficient 
 Bonds, at or below 105 per cent, of the principal amount 
 thereof and accrued interest, to exhaust the entire amount 
 
28 
 
 in the Sinking Fund, any unexpended balance thereof 
 shall be credited upon the next quarterly payment, in 
 discharge, pro tan to , of the Company’s obligation with 
 respect thereto. All 1 lends so purchased for the Sinking 
 Fund and delivered to the Trustee, shall be cancelled by 
 the Trustee and redelivered to the Company, upon its 
 written request therefor; and no Bonds shall thereafter 
 be issued in lieu thereof. 
 
 ARTICLE SIXTH. 
 
 Remedies in Case of Default. 
 
 Section 34. In case any one or more of the following 
 events (hereinafter called “defaults’’) shall happen: 
 
 (a) Default in the payment of the principal of 
 any of the Bonds when due, whether at maturity or 
 pursuant to notice of redemption, or otherwise ; 
 
 (b) Default in the payment of any instalment of 
 interest on any of the Bonds, which default shall 
 have continued for the period of thirty days; 
 
 (c) Default in the performance of, or a violation 
 of, any other covenant, condition or agreement on 
 the part of the Company in the Bonds or in this 
 Agreement contained, and such default or violation 
 shall continue unremedied for a period of sixty days 
 after written notice thereof shall have been given to 
 the Company by the Trustee, which may give such 
 notice in its discretion, and shall do so upon the 
 written request of the holders of twenty-five per cent, 
 in aggregate principal amount of the Bonds then out- 
 standing; or 
 
 (d) The Company shall be adjudicated a bank- 
 rupt by decree of a court of competent jurisdiction, 
 or, by order of any such court, a receiver of the prop- 
 
29 
 
 erty of the Company shall he appointed, and such 
 order shall have been continued in effect for a period 
 of sixty days, or the Company shall file a voluntary 
 petition in bankruptcy or shall make an assignment 
 for the benefit of the creditors; 
 
 then, in each and every such case, the Trustee, by written 
 notice to the Company, may, and shall, upon the written 
 request of the holders of twenty-five per cent, in aggre- 
 gate principal amount of the Bonds then outstanding, 
 declare the principal of all the Bonds then outstanding 
 to be due and payable immediately; and, upon such 
 declaration, the same shall become immediately due and 
 payable, anything in this Agreement or in the Bonds 
 contained to the contrary notwithstanding; provided, 
 that if, at any time, either before or after the prin- 
 cipal of the Bonds shall have been so declared due 
 and payable, but before any sale of the pledged 
 property shall have been made, all arrears of interest 
 upon all the Bonds, with interest on overdue instal- 
 ments of interest at the rate of eight per cent, per 
 annum, together with the reasonable charges and expenses 
 of the Trustee, its agents and attorneys, shall have been 
 paid by the Company, and any and every other default 
 by reason of which the principal of the Bonds may or 
 might have been declared due hereunder shall have been 
 remedied and made good, then, in each such case, the 
 holders of a majority in aggregate principal amount of 
 the Bonds then outstanding, by written notice to the 
 Company and to the Trustee, may waive such default 
 and its consequences and rescind any such declaration ; 
 but no such waiver shall extend to or affect any subse- 
 quent default or impair any right consequent thereon. 
 
 Section 35. If default be made hereunder in any of 
 the respects specified in Section 34 hereof, and such 
 default shall continue for the period, if any, therein speci- 
 
30 
 
 fled, then, in each and every such case, the Trustee may 
 and, upon the written request of the holders of twenty- 
 five per cent, in aggregate principal amount of the Bonds 
 then outstanding, shall, either {a) offer for sale and 
 sell the pledged property then in its possession, or 
 (b) proceed by a suit or suits at law or in equity, as 
 the Trustee may be advised by counsel, to enforce the 
 payment of the Bonds or the performance of any of the 
 covenants or conditions in respect of which the Company 
 may be in default hereunder, or to foreclose this Agree- 
 ment and sell the pledged property under the judgment 
 or decree of a court of competent jurisdiction. 
 
 Section 36. Any sale or sales hereunder, unless a 
 court of competent jurisdiction shall otherwise direct, 
 shall be made at public auction at such place in the 
 Borough of Manhattan, City of New York, and at such 
 times and on such terms as the Trustee may determine, 
 and the pledged property may be sold in such lots and 
 such sales may be conducted in such manner as the Trus- 
 tee may from time to time determine, or as may from 
 time to time be directed by the holders of a majority 
 in aggregate principal amount of the Bonds then out- 
 standing. Notice of any such sale, whether under power 
 of sale herein granted or under judicial proceedings, shall 
 state the time when and the place where the same is to 
 be made, shall contain a brief description of the pledged 
 property to be sold and shall be published twice a week 
 for two successive weeks prior to the date fixed for such 
 sale in two daily newspapers of general circulation pub- 
 lished in the Borough of Manhattan, City of New York; 
 and such other notice shall also be given as may be 
 required by any statute or rule or order of court. 
 
 The Trustee shall have power, in its discretion, to 
 adjourn any sale, from time to time, as to the whole or 
 
31 
 
 any part of the pledged property and, if so adjourned, 
 to make such sale upon the day to which the adjournment 
 is had, without further notice. Any sale made as herein 
 provided shall be a perpetual bar, both at law and in 
 equity, against the Company and its successors, and 
 against all persons claiming or to claim the pledged prop- 
 erty, or any part thereof, by, through or under it or them. 
 
 Section 37. Upon the sale of the pledged property, 
 whether under the power of sale herein granted or under 
 judicial proceedings, every purchaser shall be entitled, 
 in making payment therefor, after paying in cash so much 
 as may be necessary to cover the costs and expenses of 
 the sale and of the proceedings incident thereto, and all 
 other charges that may be required by decree or otherwise 
 to be paid in cash, including the compensation of the 
 Trustee and its expenses, to appropriate and use toward 
 the payment of the remainder of the purchase price any of 
 the Bonds and interest coupons outstanding hereunder, 
 reckoning each Bond and interest coupon so appropriated 
 and used at such sum as shall be payable thereon out of 
 the net proceeds of the sale. If the net proceeds of such 
 sale shall be sufficient to pay such Bonds and interest 
 coupons in full, they shall be cancelled and, upon written 
 demand, surrendered by the Trustee to or upon the order 
 of the Company; but if the sum applicable in respect 
 thereto is not sufficient to pay such Bonds in full, the 
 sum so allowed on account thereof shall be noted thereon 
 as paid. 
 
 At any sale, the Trustee, either in behalf of the holders 
 of the Bonds or in its own behalf, or any holder of any 
 Bond, may bid for and may purchase such property, and 
 may make payment therefor as aforesaid, and, upon com- 
 pliance with the terms of sale, may hold, retain and dis- 
 pose of such property without further accountability. 
 
32 
 
 In case of any sale of any part of the pledged prop- 
 erty, the whole of the principal of the Bonds then out- 
 standing, if not previously due, shall become immediately 
 due and payable, anything in the Bonds or in this Agree- 
 ment contained to the contrary notwithstanding. 
 
 Section 38. The proceeds of any sale of the pledged 
 property, whether under the power of sale hereby granted 
 or pursuant to judicial proceedings, together with any 
 other sums which may then be held by the Trustee under 
 any of the provisions of this Agreement as part of the 
 security hereunder, shall be applied, subject to the pro- 
 visions of Section 8 hereof, as follows: 
 
 First. To the payment of the costs, expenses, 
 fees, and other charges of such sale, and a reasonable 
 compensation to the Trustee, its agents and attor- 
 neys, and to the payment of all expenses and liabil- 
 ities incurred and advanced, or disbursements made, 
 by the Trustee; 
 
 Second. To the payment of the whole amount 
 then due and unpaid for either principal or interest, 
 or for both principal and interest, upon the Bonds, 
 with interest on the overdue instalments of interest 
 at the rate of eight per cent, per annum ; and, in case 
 such proceeds shall be insufficient to pay in full the 
 whole amount so due and unpaid, then to the payment 
 of such principal and interest ratably, according to 
 the aggregate of such principal and the accrued and 
 unpaid interest, without preference or priority of 
 principal over interest, or of interest over principal, 
 or of any instalment of interest over any other instal- 
 ment of interest; 
 
 Third. To the payment of the remainder, if any, 
 to (he Company, its successors or assigns, or to 
 
33 
 
 whomsoever may be lawfully entitled to receive the 
 same, or as a court of competent jurisdiction may 
 direct. 
 
 Section 39. If default be made hereunder in any of 
 the respects specified in Section 34 hereof, and such 
 default shall continue for the period, if any, therein 
 specified, the Trustee shall be entitled to receive and col- 
 lect, for the benefit of the holders of the Bonds, any and 
 all sums which may thereafter become due and payable 
 for interest upon any bonds or other securities then 
 pledged hereunder, or which may thereafter accrue as 
 interest upon any moneys deposited with the Trustee 
 hereunder. The Trustee shall apply any and all moneys 
 so received and collected by it, subject to the provisions of 
 Section S hereof, as follows : 
 
 First. In case the principal of the Bonds shall 
 not have become due, to the payment of the interest 
 in default thereon in the order of the maturity of the 
 instalments of such interest, with interest thereon at 
 the rate of eight per cent, per annum, such payments 
 to be made ratably to the persons entitled thereto, 
 without any discrimination or preference; or 
 
 Second. In case the principal of the Bonds shall 
 have become due, by declaration or otherwise, to the 
 payment of the accrued interest thereon (with inter- 
 est on overdue instalments thereof at the rate of 
 eight per cent, per annum ) in the order of the matu- 
 rity of such instalments, and, if any surplus remains, 
 toward the payment of the principal of the Bonds, 
 then due; such payments in every instance to be 
 made ratably to the persons entitled thereto, without 
 any discrimination or preference. 
 
 Upon the payment in full, as above provided, of what- 
 ever sum or sums may have been due for principal or for 
 
34 
 
 interest, or both, or payable for other purposes, and upon 
 the fulfillment and performance of all other obligations of 
 the Company in respect of which it was in default under 
 this Agreement, the Company shall thereafter be entitled 
 to receive the income from the pledged property, unless 
 the same shall have been sold as in this Article Sixth 
 provided, in the same manner and to the same extent as 
 though no default had occurred. 
 
 Section 40. If default be made by the Company 
 in the payment of either the principal or the interest of 
 any of the Bonds, whether the same shall become due 
 by maturity, declaration, notice of redemption or 
 otherwise, then, in each such case, upon demand 
 of the Trustee, the Company agrees to pay to the 
 Trustee for the benefit of the holders of the Bonds and 
 interest coupons then outstanding, the whole amount 
 then due and payable on all such outstanding Bonds and 
 interest coupons, with interest upon overdue instalments 
 of interest at the rate of eight per cent, per annum, and, 
 in addition thereto, such further amount as shall be suffi- 
 cient to cover the cost and expenses of collection, includ- 
 ing a reasonable compensation to the Trustee, its agents, 
 attorneys and counsel, and any expenses or liabilities 
 incurred by the Trustee hereunder; and in case the Com- 
 pany shall fail to pay the same forthwith upon demand, 
 the Trustee, in its own name and as trustee of an express 
 trust, shall be entitled to recover judgment against the 
 Company for the whole amount thereof and to issue execu- 
 tion thereon against the whole or any part of the property 
 of the Company, real or personal. 
 
 Any moneys collected by the Trustee under this Sec- 
 tion 40 shall be applied by the Trustee in the same order 
 and in the same manner as provided in Section 38 hereof 
 for the application of the proceeds of the sale of the 
 pledged property. 
 
35 
 
 Section 41. All remedies conferred by Ibis Agreement 
 shall be deemed cumulative and not exclusive, and shall 
 not. be so construed as to deprive the Trustee of any 
 legal or equitable remedy by judicial proceedings appro- 
 priate to enforce the conditions, covenants and agree- 
 ments of this Agreement. 
 
 No delay or omission by the Trustee or by any holder 
 of any Bond to exercise any right or power arising from 
 or on account of any default hereunder shall impair any 
 such right or power, or shall be construed to be a waiver 
 of any such default or an acquieseense therein ; and every 
 power and remedy given by this Agreement to the Trus- 
 tee or to the holders of the Bonds may be exercised, from 
 time to time, and as often as may be deemed expedient. 
 
 Anything herein contained to the contrary notwith- 
 standing, the holders of seventy-five per cent, in aggre- 
 gate principal amount of the Bonds outstanding here- 
 under, from time to time, shall have the right to direct 
 and control the action of the Trustee in making any sale 
 of the pledged property, or in any proceedings by it to 
 enforce the payment of the Bonds or the performance of 
 any of the covenants and conditions hereof, or in fore- 
 closing this Agreement, or in any other action or pro- 
 ceeding hereunder. 
 
 Section 42. No holder of any Bond issued hereunder 
 shall have the right to institute any suit, action or pro- 
 ceeding, at law or in equity, for the collection of any sum 
 due from the Company on such Bond, for principal or 
 interest, or upon or in respect of this Agreement, or for 
 the execution of any trust or power 'hereof, or for any 
 other remedy under or upon this Agreement, unless such 
 holder shall previously have given to the Trustee written 
 notice of an existing default, and unless, also, such holder 
 or holders shall have tendered to the Trustee security and 
 
36 
 
 indemnity satisfactory to it against all costs, expenses and 
 liabilities which might be incurred in or by reason of such 
 action, suit or proceeding, and unless, also, the holders of 
 twenty-five per cent, in aggregate principal amount of 
 the Bonds then outstanding shall have requested the 
 Trustee in writing to take action in respect of such de- 
 fault and the Trustee shall have declined or failed to take 
 such action within thirty days thereafter; it being in- 
 tended that no one or more holders of Bonds shall have 
 any right in any manner to enforce any right hereunder, 
 or under or in respect of any of the Bonds, except in the 
 manner herein provided, and for the equal, proportionate 
 benefit of all holders of the outstanding Bonds. 
 
 ARTICLE SEVENTH. 
 
 Sundry Provisions. 
 
 Section 43. Any demand, request or other instrument 
 required by this Agreement to be signed or executed by 
 the holders of any Bonds may be in any number of con- 
 current writings of similar tenor, and may be signed 
 or executed by such holders in person, or by attorney 
 appointed in writing. Proof of the execution of any such 
 demand, request or other instrument, or of the writing 
 appointing any such attorney, and of the ownership by 
 any person of any Bonds, shall be conclusive in favor of 
 the Trustee and of the Company, with regard to due 
 action taken by the Trustee or by the Company pursuant 
 to such instrument, if such proof be made in the following 
 manner : 
 
 The fact and date of the execution by any person 
 of any such demand, request or other instrument 
 or writing may be proved by the certificate of any 
 notary public or any officer of any jurisdiction, 
 authorized by the laws thereof to take acknowledg- 
 ments of deeds to be recorded in any State within 
 
37 
 
 the United States of America, certifying that the 
 person signing such request or other instrument 
 acknowledged to him the execution thereof, or by an 
 affidavit of a witness to such execution, duly sworn to 
 before any such notary public or other officer. 
 
 The fact of the holding of any Bonds the owner- 
 ship of which shall not at the time be registered and 
 the amounts and serial numbers of such Bonds and the 
 date of holding the same, may be proved by a certifi- 
 cate executed by any trust company, bank, banker 
 or other depositary (wherever situated), if such cer- 
 tificate shall be deemed by the Trustee to be satis- 
 factory, showing that at the date therein mentioned 
 the person named in such certificate bad on deposit 
 with or exhibited to such depositary the Bonds de- 
 scribed in such certificate. For all purposes of this 
 Agreement and of any proceeding pursuant hereto 
 for the enforcement hereof or otherwise, such person 
 Shall be deemed to continue to be the holder of such 
 Bonds until the Trustee shall have received notice in 
 writing to the contrary. The ownership of any 
 Bonds, the ownership of which shall at the time be 
 registered, shall be proved by the register of such 
 Bonds. 
 
 Section 44 . As to all Bonds the ownership of which 
 shall at the time be registered, the person in wdiose name 
 the same shall be registered on the books of the Company 
 shall for all purposes of this Agreement be deemed and 
 regarded as the owner thereof, and payment of or on ac- 
 count of the principal of any such Bond shall be made 
 only to or upon the order of such registered holder. Such 
 payment shall be valid and effectual to satisfy and dis- 
 charge the liability of the Company upon such Bonds to 
 the extent of the sum or sums so paid. 
 
38 
 
 The holder of any Bond the ownership of which shall 
 not at the time be registered and the holder of any inter- 
 est coupon pertaining to any Bond, whether the owner- 
 ship of such Bond be registered or not, shall, for all pur- 
 poses of this Agreement, be treated as the absolute owner 
 of such Bond or interest coupon ; and neither the Com- 
 pany nor the Trustee shall be affected by any notice to 
 the contrary. 
 
 Section 45. No recourse shall be had for the payment 
 of either principal or interest of any Bond or for any 
 claim based thereon or otherwise in any manner in 
 respect thereof or in respect of this Agreement, to or 
 against any stockholder, officer or director of the Com- 
 pany, past, present or future, or his legal representatives 
 or assigns, either directly or through the Company, by 
 virtue of any statute, or by the enforcement of any assess- 
 ment or penalty, or in any manner. 
 
 Section 46. The following are the definitions of vari- 
 ous terms employed in this Agreement: 
 
 “Net current assets”, shall mean current assets, 
 less current liabilities. 
 
 “Current assets”, shall include: 
 
 (a) Cash in bank, on hand and with fiscal agents; 
 call loans secured by the pledge of securities listed 
 on the New York Stock Exchange ; unpledged notes, 
 accounts, bills and trade acceptances receivable con- 
 tracted in the ordinary course of business, if such 
 notes, accounts, bills and trade acceptances receiv- 
 able are due within twelve months (exclusive of 
 notes, accounts or other evidences of indebtedness 
 received in payment for the Company's securities, 
 except amounts due from any firm or corporation 
 regularly engaged in the buying and selling of invest- 
 ment securities) ; accrued interest, rents, and royal- 
 ties receivable, and prepaid insurance, interest and 
 taxes; provided , that from notes, accounts, bills and 
 
39 
 
 trade acceptances receivable there shall be excluded 
 all bad or doubtful items'. 
 
 (6) Planted and growing administration cane 
 and advances to colonos and contractors, and ad- 
 vances on account of operations of current crop; pro- 
 vided, there be deducted a proper allowance for crop 
 damage to either administration or colonos cane and 
 that all bad or doubtful items be excluded from ad- 
 vances; and provided, further, that this item (b) 
 shall never be taken at an amount in excess of fifty 
 per cent, of the sum of items («), (c) and (d) hereof. 
 
 (c) Raw and refined sugar and sugar in the pro- 
 cess of refining and materials and supplies on hand. 
 Raw and refined sugar and sugar in process of refin- 
 ing shall be valued at cost or market price, whichever 
 is lower. 
 
 (d) Readily marketable bonds and stocks of cor- 
 porations other than subsidiary companies, paying 
 regular interest and dividends, such bonds and stocks 
 to be valued at not more than the market value 
 thereof. 
 
 “‘Current liabilities”, shall include accounts, 
 bills, notes and acceptances payable, maturing within 
 one year after their date; loans from banks and 
 bankers, and salaries, wages, interest, rents, royal- 
 ties, annuities, and taxes accrued, including income 
 and excess profits taxes. 
 
 The foregoing definitions relate to a consolidated 
 balance sheet, of the Company and of its subsidiary com- 
 panies, after eliminating all intercompany items. Such 
 consolidated balance sheet shall, however, include only 
 such proportion of the respective current assets and cur- 
 rent liabilities, shown on a subsidiary company’s balance 
 sheet, as the stock of such subsidiary company owned or 
 controlled by the Company shall bear to the total out- 
 standing capital stock of such subsidiary company. 
 
 “Fixed assets”, shall mean investments in cane 
 lands, and other lands actually employed in the 
 business of the company owning the same, sugar re- 
 
40 
 
 fineries, plants and equipment, including land and 
 buildings, and any bonds and stocks not of the char- 
 acter defined as current assets. 
 
 “Subsidiary company”, shall be any corporation 
 of which sixty per cent, or more of the shares of 
 stock having ordinary voting power not dependent 
 upon an event of default are owned or controlled by 
 the Company. 
 
 “Funded obligations”, shall be any bonds, de- 
 bentures, notes or other evidences of indebtedness 
 which by their terms mature more than one year 
 after date. 
 
 Section 47. Nothing in this Agreement shall pre- 
 vent the sale by the Company of its properties as an 
 entirety to, or the consolidation or merger of the Com- 
 pany with or into, any other corporation; provided , that, 
 as a condition of any such sale, merger or consolidation, 
 the corporation to which such property shall be sold, or 
 with or into which such consolidation or merger shall 
 be made, shall assume the due and punctual payment 
 of principal and interest of all Bonds at the time out- 
 standing hereunder and the performance of all the cove- 
 nants and conditions contained in this Agreement; pro- 
 vided, that no such sale, consolidation or merger shall be 
 made if the holders of fifty per cent, in aggregate prin- 
 cipal amount of the Bonds then outstanding hereunder 
 shall make objection thereto in the manner hereinafter 
 provided. If at any time the Company shall desire so 
 to sell its properties to, or to consolidate or merge 
 with or into, any other corporation, the Company shall 
 tile with the Trustee a written statement, signed by 
 its President or a Vice-President and its Secretary or 
 an Assistant Secretary, verified by one of such officers, 
 setting forth in such reasonable detail as shall be satis- 
 factory to the Trustee the proposed terms of sale, con- 
 solidation or merger, and naming the date on which it 
 is proposed that such sale, consolidation or merger shall 
 
41 
 
 take effect, which date shall not he less than thirty days 
 after the date of the filing of the said statement with the 
 Trustee; and, in no case shall such sale, consolidation or 
 merger take effect prior to the date so named. Upon 
 receipt of the said statement, the Trustee, at the expense 
 of the Company, shall cause notice of the proposed sale, 
 consolidation or merger described therein to be published 
 in two daily newspapers of general circulation, published 
 in the Borough of Manhattan, City and State of New 
 York, twice a week for two successive weeks, the first 
 publication to be not less than twenty days prior to the 
 date named in the said statement of the Company as the 
 date on which it is proposed that such sale, consolida- 
 tion or merger shall take effect, and, at least twenty 
 days prior to such date, the Trustee shall also cause 
 similar notice to be mailed to the registered holders of 
 any of the Bonds. Such notice shall briefly set forth the 
 proposed terms of sale, consolidation or merger, as shown 
 in the statement of the Company filed with the Trustee, 
 and shall call upon any of the holders of the Bonds who 
 may not approve of such proposed sale, consolidation or 
 merger, to file with the Trustee, not later than twenty 
 days after the date of the first publication of the said 
 notice, written notice addressed to the Trustee, that such 
 holder objects thereto. If, on or before the said date, the 
 Trustee shall receive such written notice of objection from 
 the holders of fifty per cent in aggregate principal amount 
 of the Bonds then outstanding, the Trustee shall forthwith 
 notify the Company ; and, in such event, the Company will 
 not suffer or permit the proposed sale, consolidation or 
 merger to take effect or to be consummated, but will sus- 
 pend or discontinue all proceedings with respect thereto. 
 
 Section 48. All the covenants, stipulations and agree- 
 ments in this Agreement contained by or on behalf of 
 the Company, are and shall be for the sole and exclu- 
 sive benefit of the parties hereto and of the respective 
 
42 
 
 holders and owners of the Bonds and interest coupons 
 hereby secured, and shall bind and apply to the suc- 
 cessors and assigns of the Company, whether so expressed 
 or not. Whenever, in this Agreement, either of the par- 
 ties hereto is referred to, such reference shall be deemed 
 to include the successor or successors and assigns of such 
 party, and all covenants, promises and agreements in this 
 Agreement contained by or on behalf of the Company, or 
 by or on behalf of the Trustee, shall bind and inure to 
 the benefit of the respective successors and assigns of 
 such party, whether so expressed or not. 
 
 ARTICLE EIGHTH. 
 
 Concerning the Trustee. 
 
 Section 49. The Trustee accepts the trusts of this 
 Agreement and agrees to execute them upon the terms 
 and conditions hereof, including the following, to all of 
 which the Company and the holders of the Bonds agree: 
 
 The Trustee shall be under no obligation to see to the 
 performance or observance of any of the covenants or 
 agreements on the part of the Company. 
 
 The Trustee shall not be responsible in respect of the 
 validity of this Agreement or of the Bonds, nor for the 
 sufficiency of the security provided hereby; and it makes 
 no representation in respect thereof. 
 
 The Trustee shall not be responsible in any maimer 
 for the operations of the Sinking Fund provided for in 
 Article Fifth hereof, nor for any dealings of the Com- 
 pany or of any agent of the Company therewith, nor to 
 see that any Sinking Fund instalment is set aside or 
 applied in accordance with the provisions of the said 
 Article Fifth; and it assumes no duty or obligation with 
 respect thereto. 
 
 The Trustee shall not be responsible for the recitals 
 herein or in the Bonds contained, all of which are made 
 by the Company, solely ; nor shall the Trustee be respon- 
 
43 
 
 sible in any manner for effecting or renewing any insur- 
 ance upon any of the property of the Company, or of any 
 subsidiary company, or for the application of the proceeds 
 of any such insurance, or for the application of the pro- 
 ceeds of any sale of fixed assets as provided in Section 
 20 hereof, or for the payment of any tax, assess- 
 ment or imposition which may at any time be levied or 
 assessed against the Company or any subsidiary company 
 or against any of the property of the Company or of any 
 subsidiary company. 
 
 The Trustee shall be entitled to reasonable compen- 
 sation for all services rendered hereunder, and such com- 
 pensation, as well as all reasonable expenses necessarily 
 incurred and actually disbursed hereunder by the Trustee, 
 the Company agrees to pay ; and, until so paid, the Trustee 
 shall have a lien therefor upon the pledged property, 
 preferential to the Bonds. 
 
 Until the Trustee shall have received written notice 
 to the contrary from the holders of not less than twenty- 
 five per cent, in aggregate principal amount of the Bonds 
 then outstanding, the Trustee may, for all the purposes 
 of this Agreement, assume that no default has been made 
 in the payment of any of the Bonds or of the interest 
 thereon, or in the observance or performance of any other 
 of the covenants contained in the Bonds or in this Agree- 
 ment, and that the Company is not in default under this 
 Agreement. 
 
 The Trustee shall not be under any obligation to take 
 any action hereunder, which in its opinion will be likely 
 to involve it in expense or liability, unless one or more 
 holders of Bonds shall, as often as required by the Trus- 
 tee, furnish it security and indemnity satisfactory to it 
 against such expense and liability ; nor shall the Trustee 
 be required to take any action in respect of any default 
 hereunder unless requested by an instrument in writing 
 signed by the holders of not less than twenty-five per 
 
44 
 
 cent, in aggregate principal amount of the Bonds then 
 outstanding. 
 
 All moneys coming into the hands of the Trustee may 
 be treated by it, until such time as it is required to pay 
 out the same, as a general deposit, and the interest, if 
 any, paid thereon shall be at such rate as the Trustee 
 allows on similar deposits. 
 
 All rights of action under this Agreement may be 
 enforced by the Trustee without the possession of any 
 Bonds, or the production thereof on the trial or other pro- 
 ceedings relative thereto. 
 
 The Trustee, in its individual capacity, may acquire 
 and hold any Bonds issued hereunder with the same 
 right and to the same extent as if it were not such 
 Trustee. 
 
 Any action taken by the Trustee at the request or with 
 the consent of any person who at the time is the owner of 
 any Bond shall be conclusive and binding upon all future 
 holders of such Bond. 
 
 The Trustee shall not be answerable for the default or 
 misconduct of any agent or attorney appointed by it in 
 pursuance hereof, if such agent or attorney shall have 
 been selected with reasonable care, nor for any error of 
 judgment, nor for any act done or omitted by it in good 
 faith, nor for any mistake of fact or of law, nor for any- 
 thing whatever in connection with this Agreement, except 
 for its own wilful misconduct. 
 
 The Trustee may construe any of the provisions of 
 this Agreement; and any construction placed upon any 
 provision hereof by the Trustee in good faith shall be 
 binding upon the Company and upon the holders of all 
 Bonds issued hereunder. 
 
 The Trustee may advise with legal counsel; and any 
 action under this Agreement, taken or suffered in good 
 faith by the Trustee in accordance with the opinion of 
 counsel, shall be conclusive on the Company and on all 
 
45 
 
 holders of Bonds, and the Trustee shall be fully protected 
 in respect thereto. 
 
 The Trustee shall be protected in acting upon any 
 notice, request, waiver, consent, certificate, affidavit, in- 
 demnity bond or other instrument believed by it to be 
 genuine and to be signed by the proper party or parties. 
 
 Section 50. The Trustee or any successor may resign 
 as trustee hereunder by filing with the Company an 
 instrument in writing, resigning the trusts hereby created, 
 two weeks (or such shorter time as may be accepted by 
 the Company as adequate) before such resignation shall 
 take effect. 
 
 Any trustee hereunder may be removed at any time 
 by an instrument in writing filed with the trustee for the 
 time being acting hereunder and executed by the holders 
 of two-thirds in aggregate principal amount of the Bonds 
 then outstanding; provided, there be paid to the trustee 
 so removed all moneys due to it hereunder. 
 
 Section 51. In case, at any time, any trustee acting 
 hereunder shall resign or shall be removed or otherwise 
 shall become incapable of acting, a successor may be 
 appointed by the holders of a majority in aggregate 
 principal amount of the Bonds then outstanding by an 
 instrument signed by such holders or their attorneys in 
 fact duly authorized; but until a new trustee shall be 
 so appointed hereunder, the Company may, by an instru- 
 ment in writing, executed by order of its Board of 
 Directors, appoint a trustee to fill such vacancy. Any 
 new trustee so appointed by the Company shall imme- 
 diately be superseded by a trustee appointed in the 
 manner above provided by the holders of a majority in 
 aggregate principal amount of the Bonds. 
 
 Any trustee appointed under any of the provisions of 
 this Article shall always be a national banking associa- 
 tion, bank or trust company having an office in the 
 Borough of Manhattan, City of New York, and having a 
 
4 G 
 
 capital and surplus aggregating at least One Million 
 Dollars, if there shall be such a banking association, bank 
 or trust company willing and able to accept the trusts 
 upon reasonable or customary terms. 
 
 Section 52. Any successor trustee appointed here- 
 under shall execute and deliver to the Company and to 
 the retiring trustee an instrument accepting such appoint- 
 ment hereunder, and thereupon such successor trustee 
 shall be invested with the same authority, rights, powers, 
 discretion and duties herein provided for the Trustee; but 
 Ihe trustee so resigning or removed, shall, at the request 
 of the Company, its successors or assigns, or of the suc- 
 cessor trustee so appointed, and upon payment of its 
 charges and disbursements then unpaid, make and execute 
 such deeds, conveyances, assignments or assurances to its 
 successor as its successors may reasonably require, and 
 shall deliver to such successor in negotiable form or 
 accompanied by suitable transfer powers all the pledged 
 property and cash then in its possession hereunder. 
 
 In witness whereof, the Company and the Trustee 
 have caused this Agreement to be signed by their respect- 
 ive Presidents or Vice-Presidents, and their respective 
 corporate seals to be hereto affixed, duly attested, as of 
 the day and year first above written. 
 
 The Cuban- American Sugar Company, 
 By H. W. Wilmot 
 
 [corporate seal] Vice-President 
 
 Attest : 
 
 Walter J. Vreeland 
 
 Secretary 
 
 The National City Bank of New York, 
 By Titos. A. Reynolds 
 
 [corporate seal] Vice-President 
 
 Attest : 
 
 C. H. Clark 
 
 Assistant Cashier 
 
47 
 
 State of New York,) 
 
 County of New York.] 
 
 On the 23rd day of March, 1921, before me person- 
 ally came H. W. YVilmot, to me known, who, being 
 by me duly sworn, did depose and say, that he resides 
 in the City and State of New York; that he is the Vice- 
 President of The Cuban-American Sugar Company, 
 one of the corporations described in and which executed 
 the foregoing instrument; that he knows the seal of the 
 said corporation ; that the seal affixed to the said instru 
 rnent is such corporate seal ; that it was so affixed by 
 authority of the Board of Directors of the said cor- 
 poration, and that he signed his name thereto by like 
 authority. 
 
 R. L. Davis 
 
 [notarial seal] 
 
 Notary Public, Kings Co. No. 250 
 Kings County Register No. 1141 
 Certificate Filed in New York Co. 
 New York County Clerk's No. 391 
 New York Co. Register’s No. 1390 
 Commission expires Mar. 31, 1921 
 
 State of New York,) 
 County of New York.] 
 
 On the 23rd day of March, 1921, before me person- 
 ally came Thomas A. Reynolds, to me known, who, 
 being by me duly sworn, did depose and say, that he 
 resides in the City and State of New York; that he is 
 a Vice-President of The National City Bank of New 
 York, one of the corporations described in and which 
 executed the foregoing instrument; that he knows the 
 seal of the said corporation; that the seal affixed to the 
 said instrument is such corporate seal ; that it was so 
 affixed by authority of the Board of Directors of the said 
 corporation, and that he signed his name thereto by like 
 authority. 
 
 R. L. Davis 
 
 [notarial seal] 
 
 H8158 
 
 Notary Public, Kings Co. No. 250 
 Kings County Register No. 1141 
 Certificate Filed in New York Co. 
 New York County Clerk's No. 391 
 New York Co. Register’s No. 1390 
 Commission expires Mar. 31, 1921