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 "ANACONDA COPPER MINING COMPANY 
 
 TO 
 
 GUARANTY TRUST COMPANY OF NEW YORK, 
 
 as Trustee 
 
 SIruHt Agreement 
 
 Dated January 2, 1919 
 
 To Secure an Authorized Issue of $50,000,000 
 Ten-Year Secured Gold Bonds 
 
 Principal due January 1, 1929 
 Interest Payable July 1 and January 1 
 
 Th# Brening Post Job Printing Office, Inc., 156 Fulton St., N. Y. 
 
Digitized by the Internet Archive 
 in 2017 with funding from 
 
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 https://archive.org/details/anacondacoppermiOOanac 
 
AgrPPttttfttt, dated January 2, 1919, between the 
 Anaconda Copper Mining Company, a corporation or¬ 
 ganized and existing under the Laws of the State of 
 Montana (hereinafter called the “Company”), party of 
 the first part, and the Guaranty Trust Company of 
 New York, a corporation organized and existing under 
 the Laws of the State of New York (hereinafter called 
 the “Trustee”), party of the second part. 
 
 Whereas, the Company desires to provide funds for 
 its corporate purposes, and, to that end, has duly deter¬ 
 mined to issue its Ten-Year Secured Gold Bonds (here¬ 
 inafter referred to as the “Bonds”), of an aggregate 
 principal amount not to exceed Fifty Million Dollars, 
 to be dated January 1, 1919, to mature on January 1, 
 1929, to be issued in series, from time to time, to be 
 secured by the pledge of the property hereinafter de¬ 
 scribed, to bear interest payable semi-annually on July 1 
 and January 1 in each year, at such rate as to each par¬ 
 ticular series as may be determined by the Company at 
 the time of authorizing the issue thereof, the Bonds of 
 each series to be signed in the name of the Company by 
 its President or Vice President, impressed with its cor¬ 
 porate seal, attested by its Secretary or Assistant Secre¬ 
 tary, to be authenticated by the certificate of the Trustee 
 indorsed thereon, and, except as otherwise specifically 
 provided as to some or all of the Bonds of any particular 
 series, to have interest coupons attached, executed with 
 the facsimile signature of its Treasurer, which Bonds, 
 interest coupons and Trustee’s certificate are to be sub¬ 
 stantially in the following forms, respectively, with such 
 modifications thereof and additions thereto, as to any 
 particular series, as may be appropriate or necessary by 
 reason of the terms under which the Bonds of such series 
 are issued; 
 
2 
 
 [form of bond.] 
 
 Series Series 
 
 No. No. 
 
 UNITED STATES OE AMERICA 
 State of Montana 
 
 ANACONDA COPPER MINING COMPANY 
 Ten-Year Secured Gold Bond 
 Per Cent. 
 
 The Anaconda Copper Mining Company (herein 
 after called the “Company”), for value received, promises 
 to pay to Bearer or, if this Bond be registered, to the 
 registered holder hereof, on January 1, 1929, 
 
 Dollars in gold coin of the United States 
 of America of or equal to the present standard of weight 
 and fineness, and to pay interest thereon from the date 
 hereof, in like gold coin, at the rate of per cent, 
 
 per annum, semi-annually on July 1 and January 1 in 
 each year. Until the maturity of this Bond, such interest 
 shall be paid only upon presentation and surrender of 
 the attached interest coupons as they severally mature. 
 
 Both principal and interest of this Bond are payable 
 at 
 
 This Bond is one of a duly authorized issue of Bonds 
 of the Company known as its Ten-Year Secured Gold 
 Bonds, not to exceed the aggregate principal amount of 
 150,000,000 at any one time outstanding, all issued and 
 to be issued in series, from time to time, under, and all 
 equally secured by, a certain Trust Agreement, dated 
 January 2, 1919, executed by the Company to the Guar¬ 
 anty Trust Company of New York, as Trustee, to which 
 
3 
 
 Trust Agreement reference is hereby made for a descrip¬ 
 tion of the security, the terms under which the said 
 Bonds are issued and the rights and obligations of the 
 Company and of the Trustee and of the respective holders 
 of the said Bonds with respect to such security. 
 
 In the event of default by the Company as defined in 
 the said Trust Agreement, the principal of all the Bonds 
 issued and outstanding under the said Trust Agreement 
 may be declared, or may become, due and payable before 
 maturity in the manner and with the effect therein 
 provided. 
 
 This Bond shall pass by delivery until registered as to 
 principal in the owner’s name on boohs kept for that 
 purpose at the 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 auth¬ 
 orized attorney and similarly noted hereon; but this 
 Bond may be discharged from registry by being in like 
 manner transferred to bearer, and thereupon transfer- 
 ability 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. No regis¬ 
 tration, however, shall affect the negotiability of the at¬ 
 tached interest coupons, which shall continue to be pay¬ 
 able 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 man¬ 
 ner in respect hereof or in respect of the said Trust 
 Agreement, to or against any stockholder, officer or direc¬ 
 tor, past, present or future, of the Company, by virtue 
 of any statute or by the enforcement of any assessment or 
 penalty, or in any manner. 
 
4 
 
 This Bond shall not become obligatory or valid for 
 any purpose until the certificate indorsed hereon shall 
 have been signed by the Trustee. 
 
 In witness whereof, the Company has caused this 
 Bond to be executed in its corporate name by its Presi¬ 
 dent or Vice-President and impressed with its corporate 
 seal, attested by its Secretary or Assistant Secretary, 
 and the attached interest coupons be executed with the 
 facsimile signature of its Treasurer, as of January 1, 
 1919. 
 
 Anaconda Copper Mining Company, 
 
 By 
 
 President. 
 
 Attest: 
 
 No. 
 
 Secretary. 
 
 [form of interest coupon.] 
 
 $ 
 
 On , 19 , the Anaconda 
 
 Copper Mining Company will pay to Bearer at 
 
 , Dollars in gold coin of 
 
 the United States of America, being six months’ interest 
 then due on its Ten-Year Secured Gold Bond, Series 
 ., No. 
 
 Treasurer. 
 
 [form of trustee’s certificate.] 
 
 This is one of the Bonds, of the series designated 
 therein, described in the within mentioned Trust Agree¬ 
 ment. 
 
 Guaranty Trust Company of New York, 
 
 as Trustee, 
 
 By 
 
5 
 
 And Whereas all things necessary to make the Bonds, 
 when authenticated by the Trustee and issued as in this 
 Agreement provided, valid, binding and legal obligations 
 of the Company, and to constitute this Agreement a 
 valid instrument for the security thereof, have been done 
 and performed, and the execution and delivery of this 
 Agreement and the execution of the Bonds, subject to the 
 terms hereof, have in all respects been duly authorized; 
 
 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 as¬ 
 signed, conveyed, pledged, transferred and set over, and, 
 by these presents, does assign, convey, pledge, transfer 
 and set over unto the Trustee, its successors and assigns 
 forever, all and singular the following described 
 shares of corporate stock now owned by the Company 
 (which, together with any other stock, bonds or other 
 securities which may at any time be held by the Trustee 
 hereunder, are hereinafter sometimes referred to, col¬ 
 lectively, as the “Trust Property”) : 
 
 119,993 shares of the capital stock of the Inter¬ 
 national Smelting Company, a corporation or¬ 
 ganized and existing under the laws of the State 
 of Montana, of the par value of flOO each, being 
 the entire issued and outstanding capital stock of 
 the said corporation, except directors’ qualifying 
 shares; 
 
6 
 
 3,195 shares of the capital stock of the Tooele 
 Valley Railway Company, a corporation organized 
 and existing under the laws of the State of Utah, 
 of the par value of $100 each, being the entire 
 issued and outstanding capital stock of the said 
 corporation, except directors’ qualifying shares; 
 
 7,485 shares of the capital stock of the Inter¬ 
 national Lead Refining Company, a corporation 
 organized and existing under the laws of the State 
 of Indiana, of the par value of $100 each, being the 
 entire authorized, issued and outstanding capital 
 stock of the said corporation, except directors’ 
 qualifying shares; 
 
 20,000 shares of the preferred capital stock of 
 the Raritan Copper Works, a corporation or¬ 
 ganized and existing under the laws of the State 
 of New Jersey, of the par value of $25 each, being 
 the entire authorized, issued and outstanding pre¬ 
 ferred capital stock of the said corporation, and 
 39,993 shares of the common capital stock of 
 the said Raritan Copper Works, of the par value 
 of $25 each, being the entire authorized, issued 
 and outstanding common capital stock of the said 
 corporation, except directors’ qualifying shares; 
 
 150,000 shares of the capital stock of the Dia¬ 
 mond Coal and Coke Company, a corporation 
 organized and existing under the laws of the State 
 of Utah, of the par value of $10 each, being the 
 entire authorized, issued and outstanding capital 
 stock of the said corporation; 
 
 707,192.9096 shares of the capital stock of the 
 Andes Copper Mining Company, a corporation or¬ 
 ganized and existing under the laws of the State 
 of Delaware, of the par value of $25 each, out of 
 1,228,862.9096 shares of the capital stock thereof 
 issued and outstanding; 
 
 150,000 shares of the capital stock of the Andes 
 Exploration Company, a corporation organized 
 and existing under the laws of the State of Dela¬ 
 ware, of the par value of $10 each, being the entire 
 authorized, issued and outstanding capital stock 
 of the said corporation; 
 
7 
 
 222,494 shares of the capital stock of the Andes 
 Exploration Co., a corporation organized and 
 existing under the laws of the State of Maine, of 
 the par value of $10 each, being the entire issued 
 and outstanding capital stock of the said corpora¬ 
 tion, except directors’ qualifying shares; 
 
 256,370 shares of the capital stock of the Santi¬ 
 ago Mining Company, a corporation organized and 
 existing under the laws of the State of Delaware, 
 of the par value of $25 each, out of 266,505 shares 
 of the capital stock thereof issued and outstanding, 
 and 
 
 10,000 shares of the capital stock of the Potre- 
 rillos Railway Company, a corporation organized 
 and existing under the laws of the State of Dela¬ 
 ware, of the par value of $100 each, being the entire 
 authorized, issued and outstanding capital stock 
 of the said corporation; 
 
 In trust, nevertheless, upon the terms and conditions 
 herein set forth, for those who shall hold the Bonds and 
 the interest coupons pertaining thereto, without prefer¬ 
 ence of any of the Bonds over any of the others by reason 
 of the series thereof or of priority in the time of issue, sale 
 or negotiation thereof, or otherwise for any cause what¬ 
 ever; 
 
 Provided, however, and these presents are upon the 
 express condition, that, if the Company, its successors 
 or assigns, shall w r ell and truly pay or cause to be paid 
 the principal of the said Bonds and the interest due or 
 to become due thereon, at the times and in the manner 
 mentioned in the Bonds and the interest coupons per¬ 
 taining thereto, respectively, according to the true in¬ 
 tent and meaning thereof, and shall well and truly 
 keep, perform and observe all the covenants and condi¬ 
 tions in this Agreement expressed to be kept, performed 
 and observed by it, and shall pay to the Trustee all sums 
 
8 
 
 of money clue 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 Company, shall cancel and satisfy this Agreement 
 and shall deliver to or upon written order of the Com¬ 
 pany the Trust Property then in its possession; other¬ 
 wise 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 Trust Property is to be held by the Trustee, subject 
 to the following covenants, conditions, uses and trusts: 
 
 ARTICLE FIRST. 
 
 Amount, Form, Execution, Issue and Registration 
 
 of Bonds. 
 
 Section 1. The Bonds to be issued hereunder shall 
 be known as the Company's “Ten-Year Secured Gold 
 Bonds.” The aggregate principal amount of all the 
 Bonds which may be issued under this Agreement shall 
 never at any one time exceed the sum of Fifty Million 
 Dollars ($50,000,000). 
 
 Section 2. The Bonds shall be issued in series, from 
 time to time, in such amounts and upon such terms as 
 the Company shall determine at the time of authorizing 
 the issue thereof. The Bonds of each series shall be 
 designated by one or more distinguishing letters of the 
 English alphabet; shall be substantially in the form 
 hereinbefore recited, with such modifications thereof and 
 additions thereto as may be appropriate or necessary by 
 reason of the terms under which they are issued; shall 
 be dated January 1, 1919; shall mature on January 1, 
 1929, and shall be payable at such place or places, and 
 
9 
 
 bear interest at such rate, payable semi-annually on July 
 1 and January 1 in each year, as shall be determined by 
 the Company at the time of the authorization of the issue 
 thereof. 
 
 At the time of authorizing any series of Bonds, the 
 Company may direct that the Bonds of such series shall 
 be issued in the denominations of $100, $500, $1,000 
 and/or any multiple of $1,000, and either as coupon 
 Bonds or as registered Bonds without coupons, and it 
 may also stipulate and agree, if it shall be lawful so to 
 do, that the principal and interest of such Bonds shall 
 be payable without deduction for any taxes, assessments 
 or other governmental charges which the Company, or 
 its paying agents, may be required or authorized to pay 
 thereon, or to retain or deduct therefrom, under any 
 present or future law, except as may be otherwise pro¬ 
 vided in the said stipulation or agreement. The Bonds 
 of any series may also contain such provisions as to the 
 exchange of Bonds of one denomination for Bonds of 
 another denomination of the same series, or as to the 
 exchange of coupon Bonds for registered Bonds without 
 coupons or of registered Bonds without coupons for 
 coupon Bonds, or as to the redemption of Bonds, or as 
 to the conversion of Bonds into the capital stock of the 
 Company, as the Company, with the approval of the Trus¬ 
 tee, may determine at the time of authorizing such Bonds. 
 
 Bonds of any one series shall be identical, except in 
 the respect that they may be of different denominations 
 and in coupon or registered form, and except also, that, as 
 between Bonds of different denominations and as between 
 coupon Bonds and registered Bonds without coupons, 
 there may be such appropriate differences, authorized or 
 permitted by this Agreement, as may be determined by 
 the Company and approved by the Trustee at or before 
 the creation of such series. 
 
io 
 
 Section 3. The Bonds shall be signed on behalf of 
 the Company by its President or Vice-President, and im¬ 
 pressed with its corporate seal, attested by its Secretary 
 or Assistant Secretary. Bonds so executed may, from 
 time to time, be delivered to the Trustee for authentica¬ 
 tion, and the Trustee shall authenticate and deliver the 
 same in accordance with the provisions of Section 5 of 
 this Article First, and not otherwise. 
 
 In case any of the officers of the Company who shall 
 have signed or sealed any of the Bonds shall cease to 
 be such officers before the Bonds so signed or sealed shall 
 have been actually authenticated or issued, such Bonds 
 may, nevertheless, be adopted by the Company, and upon 
 the written request of the Company, signed as aforesaid, 
 shall be authenticated by the Trustee and may be issued 
 by the Company, as though the persons who had signed 
 or sealed such Bonds had not ceased to be such officers. 
 
 Section 4. The interest coupons to be attached to 
 the Bonds shall be substantially in the form hereinbefore 
 recited, with such modifications thereof and additions 
 thereto as may be necessary or appropriate by reason of 
 the terms under which the respective Bonds are issued, 
 and shall be executed with the facsimile signature 
 of the present or any future Treasurer of the Company; 
 and the Company may adopt and use for that purpose 
 the facsimile signature of such Treasurer, notwithstand¬ 
 ing the fact that he may have ceased to be such Treasurer 
 at the time when such Bonds shall be actually authenti¬ 
 cated or issued. 
 
 Section 5. Whenever the Company shall desire the 
 authentication and delivery of any series of Bonds here¬ 
 under, the Company shall deliver to the Trustee (1) a 
 copy of a Resolution or Resolutions of its Board of 
 
11 
 
 Directors, certified by its Secretary or Assistant Secre¬ 
 tary under its corporate seal, authorizing the execution 
 and issue of a specified aggregate principal amount of 
 such Bonds and describing the terms thereof (which shall 
 be of a character authorized by this Agreement and not 
 inconsistent herewith), and requesting the Trustee to 
 authenticate the same, and, except in the case of the 
 $25,000,000, aggregate principal amount, of the Bonds 
 of Series A, the issue of which is hereinafter in Sec¬ 
 tion 6 of this Article specifically provided for, (2) 
 a certificate signed by the President or Vice-President 
 of the Company and its Treasurer or Auditor, certifying 
 that the earned surplus of the Company, calculated in 
 the manner hereinafter in Section 12 of Article Third 
 hereof provided (including so much thereof as may have 
 been capitalized by the declaration and payment after 
 January 1, 1919, of stock dividends), is at least equal to 
 the aggregate principal amount of Bonds then outstand¬ 
 ing and then to be issued; and, upon the delivery by the 
 Company to the Trustee of Bonds of such series, executed 
 as in this Agreement provided and in accordance with the 
 terms of such Resolution or Resolutions and in the 
 amounts therein specified, and upon the execution and 
 delivery, in accordance with the provisions of Article 
 Second hereof, of such supplemental agreement or inden¬ 
 ture (if any) as the Company and the Trustee may deem 
 necessary or desirable with respect to such series, the 
 Trustee shall authenticate and deliver the said Bonds to 
 or upon the written order of the Company, signed by its 
 President or Vice-President and its Secretary or Assistant 
 Secretary. 
 
 Section 6. Twenty-five Million Dollars ($25,000,000), 
 aggregate principal amount, of Bonds of Series A, shall 
 forthwith be executed by the Company and authenticated 
 
12 
 
 and delivered by the Trustee in accordance with the 
 terms hereof. Bonds of Series A shall be coupon Bonds 
 of the denomination of $1,000 each, registrable as to prin¬ 
 cipal only, bearing interest at the rate of six per cent, 
 per annum; and both principal and interest of such Bonds 
 shall be payable at The National City Bank of New York, 
 or, at the option of the holder, at the principal office of 
 the Trustee, in the Borough of Manhattan, City and State 
 of New York, without deduction for any taxes, assess¬ 
 ments or other governmental charges which the Company, 
 the said Bank or the Trustee may be required or author¬ 
 ized to pay thereon, or to retain or deduct therefrom, 
 under any present or future law whatever, except inheri¬ 
 tance taxes or so much of any Federal income taxes in 
 respect to income derived from the interest on such Bonds 
 as shall be in excess of two per cent, of such interest. 
 
 Section 7. Only such Bonds as shall be authenticated 
 by a certificate substantially in the form hereinbefore 
 recited, executed by the Trustee, shall be secured by this 
 Agreement or entitled to any right or benefit hereunder. 
 Such authentication by the Trustee upon any Bond shall 
 be conclusive evidence that the Bond so authenticated has 
 been duly issued hereunder and that the holder thereof 
 is entitled to the benefit of the trusts hereby created. 
 Before authenticating or delivering any Bond, all interest 
 coupons attached thereto and then matured shall be de¬ 
 tached and cancelled by the Trustee and delivered to the 
 Company. 
 
 Section 8. The holder of any Bond may have the 
 ownership thereof registered on books to be kept at the 
 principal office of the Trustee in the Borough of Man¬ 
 hattan, City and State of New York, and such registra¬ 
 tion noted on the Bond. After such registration, no 
 
13 
 
 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 there¬ 
 upon transferability by delivery shall be restored. Bonds 
 shall continue to be subject to successive registrations 
 and transfers to bearer, at the option of their respective 
 holders. No registration of any Bond, however, shall 
 affect the negotiability of the interest coupons pertain¬ 
 ing thereto, which shall continue to be payable to bearer 
 and transferable by delivery merely. 
 
 Section 9. In case any definitive or temporary Bond 
 issued under this Agreement shall become mutilated or 
 be destroyed or lost, the Company in its discretion 
 may issue and thereupon the Trustee shall authen¬ 
 ticate and deliver a new Bond of the same series 
 and of like denomination, in exchange and substitution 
 for such mutilated Bond or in lieu of and substitution for 
 such destroyed or lost Bond. In case of destruction or 
 loss, the applicant for a substitute Bond shall furnish to 
 the Company and the Trustee evidence to their satisfac¬ 
 tion, in their discretion, of the destruction or loss of such 
 Bond and of the ownership thereof, and also such security 
 or indemnity as may be required by the Company and the 
 Trustee. Upon the issue of any substitute Bond, the 
 Company, at its option, may require the payment of a 
 sum sufficient to reimburse it for any stamp tax or other 
 governmental charge, or other expense connected there¬ 
 with, and also a further sum, not exceeding One Dollar 
 for each Bond so issued in substitution. 
 
 Section 10. Until definitive Bonds of any series are 
 prepared and ready for delivery, the Company may exe- 
 
14 
 
 cute and thereupon the Trustee shall authenticate and 
 deliver, in lien of such definitive Bonds, one or more 
 temporary Bonds, printed or lithographed, with or with¬ 
 out coupons, of any denomination or denominations 
 authorized for such series, or any multiple thereof, sub¬ 
 stantially of the tenor of the definitive Bonds of such 
 series, except that such temporary Bonds need not con¬ 
 tain provisions for registration. Every such temporary 
 Bond shall bear upon its face the words: “Temporary 
 Bond; Exchangeable for a like principal amount of defini¬ 
 tive Bonds of the same series”, and shall be authenticated 
 by the Trustee in substantially the same manner, and 
 with like effect, as the definitive Bonds. When definitive 
 Bonds are prepared and ready for delivery, such tempo¬ 
 rary Bonds may be surrendered for exchange therefor, 
 and, upon the cancellation thereof, the Trustee shall 
 authenticate and deliver in exchange therefor an equal 
 aggregate principal amount of definitive Bonds of the 
 same series. Until so exchanged, the temporary Bonds 
 shall in all respects be entitled to the security of this 
 Agreement as Bonds issued and authenticated hereunder; 
 and in the case of temporary Bonds without coupons, 
 the payment of interest thereon shall be noted thereon 
 upon presentation thereof for that purpose. 
 
 ARTICLE SECOND. 
 
 SUPPLEMENTAL AGREEMENTS. 
 
 Section 1. The Company and the Trustee may, from 
 time to time and at any time, if by them deemed necessary 
 or advisable, enter into such agreements or indentures 
 supplemental hereto as shall not be inconsistent with the 
 terms and provisions hereof or in conflict, with the rights 
 of holders of Bonds theretofore issued hereunder (which 
 supplemental agreements or indentures shall thereafter 
 
15 
 
 form a part hereof) for one or more of the following 
 purposes: 
 
 (a) To assign, convey, mortgage, pledge, transfer and 
 set over unto the Trustee, additional property or prop¬ 
 erties of the Company, for the equal and proportionate 
 benefit and security of the holders of all Bonds at any 
 time issued and outstanding under this Agreement. 
 
 (b) To provide for the creation and maintenance of 
 a sinking fund for the equal and proportionate benefit 
 of the holders of all Bonds at any time issued and out¬ 
 standing under this Agreement. 
 
 (c) To provide that the Bonds of any particular 
 series may be issued in denominations of $100, $500, 
 $1,000 and/or any multiple of $1,000, and the terms and 
 conditions of the exchange of Bonds of one denomination 
 for Bonds of another denomination, of the same series. 
 
 ( d ) To provide that the Bonds of any particular 
 series may be issued as coupon Bonds or as registered 
 Bonds without coupons, and the terms and conditions of 
 the exchange of coupon Bonds for registered Bonds with¬ 
 out coupons and of registered Bonds without coupons for 
 coupon Bonds. 
 
 (c) To provide that the Bonds of any particular 
 series shall be redeemable, and the terms and conditions 
 of such redemption. 
 
 (/) To provide that the Bonds of any particular 
 series may be convertible at the option of the holders 
 into the capital stock of the Company, and the terms and 
 conditions of such conversion. 
 
 ([/) For any other purpose not inconsistent with the 
 terms of this Agreement. 
 
 Section 2. The terms and conditions contained in any 
 supplemental agreement or indenture as to any provision 
 
16 
 
 authorized to be contained therein under paragraphs 
 (c), ( d ), ( e ) and (/) of the foregoing Section 1 of this 
 Article Second, shall be set forth in reasonable and cus¬ 
 tomary manner in the Bonds of the particular series to 
 which such supplemental agreement or indenture shall 
 apply. 
 
 In case of the execution and delivery of any supple¬ 
 mental agreement or indenture, express reference may be 
 made thereto in the text of the Bonds of any series issued 
 thereafter, if deemed necessary or advisable by the Com¬ 
 pany and the Trustee. 
 
 ARTICLE THIRD. 
 
 Particular Covenants of the Company. 
 
 The Company covenants with the Trustee and with the 
 holders of the Bonds as follows: 
 
 Section 1. The Company will not issue or permit to 
 be issued any Bonds hereunder in any manner other than 
 in accordance with the provisions of this Agreement; and 
 the Company will pay the principal and interest of all 
 the Bonds duly issued hereunder according to the terms 
 thereof. 
 
 Section 2. So long as any of the Bonds remain out¬ 
 standing and unpaid, the Company will keep an office in 
 the Borough of Manhattan, City and State of New York, 
 where notices and demands in respect of the Bonds may 
 be served, and will, from time to time, give notice to the 
 Trustee of the location of such office; and, in case the 
 Company shall fail so to do, notices may be served and 
 demands may be made at the principal office of the Trus¬ 
 tee in the said Borough of Manhattan, City and State of 
 New 7 York. The Company will at all times keep or cause 
 
17 
 
 to be kept at the said principal office of the Trustee, books 
 in which the ownership of any of the Bonds may be regis¬ 
 tered, upon presentation thereof for such purpose, as 
 provided in Section 7 of Article First hereof. 
 
 Section 3. So long as any of the Bonds remain out¬ 
 standing and unpaid, the Company will not directly or 
 indirectly extend or consent to the extension of the time 
 for the payment of any interest coupon or claim for in¬ 
 terest of or upon any Bond, and it will not directly or 
 indirectly 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 other¬ 
 wise. In case the payment of any such interest coupon 
 or claim for interest shall be extended, by or with or with¬ 
 out the consent of the Company, then, anything in this 
 Agreement 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 from this Agreement, except after the prior 
 payment in full of the principal of all Bonds secured 
 hereunder and of all interest coupons or claims for in¬ 
 terest which shall not have been so extended. 
 
 Section 4. The franchises and properties of the Com¬ 
 pany, both real and personal, are now wholly free from 
 and unencumbered by any mortgage or lien in the nature 
 thereof. 
 
 So long as any of the Bonds remain outstanding and 
 unpaid, the Company will not execute any mortgage upon 
 or make any pledge of any part of its fixed assets, as 
 defined in this Agreement, other than a mortgage or 
 pledge for the specific security of the Bonds issued here¬ 
 under, without providing in any such mortgage or agree¬ 
 ment of pledge for the prior security of the Bonds issued 
 
18 
 
 hereunder and the payment thereof in priority to the 
 payment of any other bonds, notes or obligations secured 
 by such mortgage or pledge; and it will not either directly 
 or indirectly make, issue or negotiate any issue of bonds, 
 notes or other funded obligations without expressly pro¬ 
 viding in the terms thereof, as a part of the same, that 
 all such bonds, notes or funded obligations shall be sub¬ 
 ject and inferior to the Bonds issued hereunder, and that 
 none of such bonds, notes or funded obligations shall be 
 payable or paid, and that the payment of the same shall 
 be unconditionally postponed, and that the holders 
 thereof shall have no right in law or in equity to sue 
 for or enforce the payment thereof, by suit or otherwise, 
 until all the Bonds issued hereunder shall have been paid 
 in full; provided, that nothing in this Section 4 shall 
 apply to any notes, debts, obligations or liabilities which 
 may be made, incurred or contracted by the Company in 
 the ordinary course of conducting its business. 
 
 The term “fixed assets”, as used in this Agree¬ 
 ment, shall include real estate, mines, mining prop¬ 
 erties, claims and leases, mineral lands, timber lands, 
 buildings, machinery, plants and equipment and any 
 stocks, bonds or other securities of any constituent 
 company owned by the Company or by any constitu¬ 
 ent company. 
 
 The term “constituent company”, as used in this 
 Agreement, shall mean any corporation or associa¬ 
 tion of which the Company, either directly or through 
 one or more other corporations or associations, shall 
 own at least seventy-five per cent, of the issued and 
 outstanding capital stock. 
 
 Section 5. So long as any of the Bonds remain out¬ 
 standing and unpaid, the Company will not cause, suffer 
 
19 
 
 or permit any constituent company, as defined in this 
 Agreement, to mortgage or pledge, or to suffer or 
 permit any lien or other charge to be imposed upon, 
 any of the fixed assets of such constituent company, 
 unless all the bonds, notes or other obligations secured 
 by such mortgage or pledge are forthwith deposited and 
 pledged with the Trustee under this Agreement, as addi¬ 
 tional security for the Bonds issued hereunder; provided, 
 that no obligations of any constituent company, issued 
 hereafter for the purpose of renewing maturing obliga¬ 
 tions thereof now secured by an existing mortgage or 
 other lien upon the fixed assets of such constituent com¬ 
 pany, need be pledged with the Trustee hereunder, except 
 in so far as the aggregate principal amount of the obliga¬ 
 tions issued in renewal of maturing obligations shall ex¬ 
 ceed the principal amount of such maturing obligations. 
 
 Section fi. So long as any of the Bonds remain out¬ 
 standing and unpaid, the Company and each of its con¬ 
 stituent, companies will maintain, preserve and keep all 
 its and their property, buildings, machinery, plants, 
 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 the Com¬ 
 pany 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, whatsoever, 
 upon its property and the properties of its constituent 
 companies and every part thereof and upon the income 
 derived from its and their operations; provided, that 
 neither the Company nor any constituent company s'm 11 
 be required to pay or discharge any tax, rate, levy, ass 
 ment, lien, claim or other charge, so long as it shall in 
 good faith and by appropriate legal proceedings contest 
 the validity thereof. 
 
20 
 
 Section 7. So long as any of the Bonds remain out¬ 
 standing and unpaid, the Company will at all times work 
 and develop, or cause to be worked and developed, its 
 mineral lands and mining properties and the mineral 
 lands and mining properties of its constituent companies, 
 and its and their concentrating and smelting plants and 
 refineries, to the extent that the same may, from time to 
 time, be profitably or conveniently worked or developed, 
 in a proper and substantial manner and in accordance 
 with good mining practice. 
 
 Section 8. So long as any of the Bonds remain out¬ 
 standing and unpaid, the Company and each of its con¬ 
 stituent companies will keep all its and their properties, 
 buildings, machinery, equipment and fixtures, and all its 
 and their stock and material, insured in good and respon¬ 
 sible insurance companies against loss or damage by fire, 
 explosion, wind or flood, in such manner and to the same 
 extent as is appropriate in the business in which such prop¬ 
 erty is employed; and the Company, upon request of the 
 Trustee, from time to time, will furnish or cause to be 
 furnished to the Trustee a full list of the companies issu¬ 
 ing policies of insurance on the said properties, setting 
 forth the character and amount of each policy. The 
 Trustee, however, shall not be required to request such 
 statements to be furnished to it more often than once in 
 each year. In case of loss or damage to the property 
 of the Company or of any of its constituent companies, 
 whereby the sum of $5,000, or more, shall be col¬ 
 lected or received under any policy or policies of insur¬ 
 ance, all such insurance moneys shall be applied either 
 (a) in or towards the restoration and replacement of the 
 property so lost or damaged, or (b) in or towards the 
 acquisition of other property for the use of the business 
 of the company suffering such loss or damage, the title 
 to which shall be vested in it, or (c) in or towards the 
 
21 
 
 construction of new buildings for such company, or (d) 
 in or towards the purchase or construction of new 
 machinery, equipment and fixtures, which shall be in 
 addition to the plant of such company and not in sub¬ 
 stitution for old or worn out machinery, equipment or 
 fixtures, or (c) if not applied for one or more of the fore¬ 
 going purposes within six months after the receipt thereof, 
 the said moneys or the unexpended balance thereof or an 
 amount equivalent thereto shall either be applied to the 
 purchase of Bonds of any series issued hereunder, at not 
 more than the current market price thereof, or shall be 
 deposited, in cash or in readily marketable securities at 
 least equal in value thereto, with the Trustee as addi¬ 
 tional security for the Bonds issued hereunder, until with¬ 
 drawn by the Company as hereinafter in Article Fourth of 
 this Agreement provided. Any Bonds issued hereunder 
 purchased as herein provided shall forthwith be delivered 
 to the Trustee for cancellation; and the aggregate princi¬ 
 pal amount of Bonds which may thereafter be issued and 
 outstanding under this Agreement shall be permanently 
 reduced by the principal amount of such Bonds so can¬ 
 celled. 
 
 The term “readily marketable securities”, as 
 used in this Agreement, shall mean any stocks, 
 notes, bonds, debentures or other securities listed 
 and regularly dealt with on the New York Stock 
 Exchange, or on any other recognized stock ex¬ 
 change in good standing. 
 
 Section 9. So long as any of the Bonds remain out¬ 
 standing and unpaid, the Company will not lease any 
 substantial or essential part of its fixed assets, and it 
 will not suffer or permit any constituent company to lease 
 any substantial or essential part of the fixed assets of 
 such constituent company, except for a fair and reason¬ 
 able consideration and with the approval of the Trustee. 
 
22 
 
 In case the Company or any constituent company shall 
 desire to lease any substantial or essential part of its 
 fixed assets, the Company shall furnish to the Trustee 
 (1) a copy of the proposed lease, certified by its Secretary 
 or Assistant Secretary, setting forth the full considera¬ 
 tion to be received therefor; (2) an appraisal made at 
 the expense of the Company or of the constituent com¬ 
 pany proposing to execute such lease by a competent engi¬ 
 neer chosen or approved by the Trustee, setting forth the 
 actual replacement value of such fixed assets at the time, 
 and (3) a certificate signed by the President or Vice- 
 President of the Company and by its Treasurer or 
 Auditor to the effect, either (a) that no part of such 
 fixed assets are needed for use in or in connection with 
 the business of the company proposing to execute the 
 lease, or (b) that such company has made provision for 
 the acquisition or use of other fixed assets or facilities 
 of a similar character and at least equal in essential 
 value to the fixed assets so to be leased and that the busi¬ 
 ness of the company will not be injuriously affected by 
 such lease. If, from an examination of the said instru¬ 
 ments, the Trustee, in its discretion, shall be satisfied 
 that the consideration to be paid under the proposed lease 
 is a fair one and that there is no reasonable objection 
 thereto, the Trustee shall approve the lease and there¬ 
 upon, and not otherwise, such company may execute and 
 deliver the same. The Trustee shall not be responsible 
 to the Company or to any constituent company or to the 
 holder of any Bond or Bonds for the giving or the with¬ 
 holding of its approval of any lease, as herein provided. 
 
 Without in any way limiting the meaning of the 
 term, “substantial or essential part of its fixed 
 assets”, as used in this Section 9, the said term shall 
 
23 
 
 include, in all cases, any fixed assets of a book value 
 in excess of the sum of $100,000. 
 
 Section 10. In case the Company or any constituent 
 company shall sell any substantial or essential part of its 
 fixed assets, the Company will apply or cause to be 
 applied the proceeds of such sale, or an amount in cash 
 equivalent thereto, to the purchase of other fixed assets 
 at least equal in value to the fixed assets so sold, or if 
 not so applied within six months after the receipt thereof, 
 the said proceeds or equivalent cash amount or the 
 unexpended balance thereof shall either be applied to 
 the purchase of Bonds of any series issued under this 
 Agreement at not more than the current market price 
 thereof, or shall be deposited, in cash or in readily 
 marketable securities at least equal in value thereto, with 
 the Trustee as additional security for the Bonds issued 
 hereunder, until withdrawn by the Company as herein¬ 
 after in Article Fourth hereof provided. Any Bonds is¬ 
 sued hereunder, purchased as above provided, shall forth¬ 
 with be delivered to the Trustee for cancellation; and the 
 aggregate principal amount of Bonds which may there¬ 
 after be issued and outstanding under this Agreement 
 shall be permanently reduced by the principal amount 
 of such Bonds so cancelled. 
 
 Without in any way limiting the meaning of the 
 term “substantial or essential part of its fixed 
 assets”, as used in this Section 10, any fixed assets 
 sold by the Company and/or any constituent com¬ 
 pany or companies, within any period of one year, 
 shall be included in the meaning of the said term 
 in so far as the sale price of the fixed assets 
 so sold shall exceed in the aggregate the sum of 
 $ 100 , 000 . 
 
24 
 
 Section 11. So long as any of the Bonds remain out¬ 
 standing and unpaid, the Company will not consolidate 
 with or permit itself to be merged into any corporation, 
 other than a constituent company, if the holders of 
 twenty-five per cent, or more of the Bonds then outstand¬ 
 ing shall object to such consolidation or merger, unless, 
 prior thereto, it secures all the Bonds issued hereunder 
 by a closed first mortgage and pledge on and of all its 
 fixed assets and other properties. 
 
 If, at any time, the Company shall desire to consoli¬ 
 date with or be merged into any corporation other than 
 a constituent company, the Company shall file with the 
 Trustee a written statement, signed by its President or 
 Vice-President and its Secretary or Assistant Secretary, 
 setting forth in such reasonable detail as shall be satis¬ 
 factory to the Trustee the proposed terms of consolidation 
 or merger and naming the date on which it is proposed 
 that such consolidation or merger shall take effect, which 
 date shall not be less than thirty-five days after the date of 
 the filing of the said statement with the Trustee; and in 
 no case shall such 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 consolidation or merger 
 described therein to be published in two daily newspapers 
 of general circulation published in the Borough of Man¬ 
 hattan, City and State of New York, and in one daily 
 newspaper of general circulation published in each of the 
 Cities of Philadelphia, Pennsylvania, and Chicago, Illi¬ 
 nois, once a week for three successive weeks, the first 
 publication to be not less than thirty, nor more than sixty, 
 days prior to the date named in the said statement of the 
 Company as the date on which it is proposed that such 
 consolidation or merger shall take effect, and, at least 
 thirty days prior to such date, the Trustee shall also 
 
25 
 
 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 consolidation or merger, as shown 
 in the said statement of the Company filed with the Trus¬ 
 tee, and shall call upon any of the holders of the Bonds 
 who may not approve of the proposed consolidation or 
 merger to file with the Trustee, not later than a date to be 
 named in the said notice, which date shall be twenty-five 
 days after the date of the first publication thereof, written 
 notice, addressed to the Trustee, that such holder objects 
 to the proposed consolidation or merger. If, on or before 
 the said date, the Trustee shall have received notice of 
 objection from the holders of twenty-five per cent, or more 
 of the Bonds then outstanding, the Trustee shall forth¬ 
 with notify the Company thereof; and, in such case, the 
 Company will not suffer or permit the proposed consolida¬ 
 tion or merger to take effect or to be consummated, but 
 will suspend or discontinue all proceedings with respect 
 thereto, unless and until it shall first secure, in a manner 
 satisfactory to the Trustee, all the Bonds issued here¬ 
 under and then outstanding, by a closed first mortgage 
 and pledge on and of all its fixed assets and other 
 properties. 
 
 Section 12. So long as any of the Bonds remain out¬ 
 standing and unpaid, the earned surplus of the Company, 
 calculated in substantially the same manner as the earned 
 surplus shown by the annual reports of the Company in 
 the years prior to the year 1918, shall never be re¬ 
 duced (except by the declaration and payment of stock 
 dividends after January 1, 1919) to an amount less than 
 the aggregate principal amount of Bonds at the time 
 outstanding hereunder; and no Bonds shall at any time be 
 issued under this Agreement, unless at the time of the 
 issue thereof the earned surplus of the Company, calcu- 
 
26 
 
 lated in substantially the same manner as the earned 
 surplus shown by such annual reports (including so 
 much thereof as may have been capitalized by the declara¬ 
 tion and payment, after January 1, 1919, of stock divi¬ 
 dends), shall be at least equal to the aggregate principal 
 amount of the Bonds then outstanding and then to be 
 issued. 
 
 Section 13. So long as any of the Bonds remain out¬ 
 standing and unpaid, the Company will render to the 
 Trustee, on or before June 1 in each year, commencing 
 with the year 1919, an itemized statement of its consoli¬ 
 dated income account for the preceding calendar year, 
 and a consolidated balance sheet, taken at the close 
 thereof, certified by its President or Vice-President and 
 its Treasurer or Auditor, setting forth the financial con¬ 
 dition of the Company and its constituent companies. 
 Such statement shall be audited by certified public 
 accountants appointed or approved by the Trustee, who 
 shall file with the Trustee a certificate of such audit. 
 
 Section 14. Except as herein otherwise provided or 
 permitted, either expressly or by implication, the Com¬ 
 pany will at all times do or cause to be done all things 
 necessary to preserve and keep in full force and effect its 
 corporate existence, rights and franchises and the cor¬ 
 porate existence, rights and franchises of each of its con¬ 
 stituent companies, and the Company will comply, and 
 will cause each of its constituent companies to comply, 
 with all the laws of the State of Montana and of any 
 other state or states of the United States or of any foreign 
 country or political division thereof applicable to the Com¬ 
 pany or its constituent companies, or any of them, in such 
 manner and form as counsel may advise; and it will not 
 do, suffer or permit any matter or thing whatsoever, 
 
27 
 
 whereby the payment of the indebtedness evidenced by the 
 Bonds issued hereunder might or could be hindered, de¬ 
 layed or imperilled. 
 
 Section 15. If, at any time, any constituent company, 
 any part of whose capital stock shall then be pledged 
 hereunder (except the Andes Copper Mining Company 
 and the Santiago Mining Company), shall increase its 
 issued capital stock, the Company will forthwith cause 
 the same proportion of such increased capital stock to be 
 deposited and pledged with the Trustee hereunder as, 
 immediately prior to such increase, the stock of such con¬ 
 stituent company then pledged hereunder, bore to all the 
 stock thereof then issued and outstanding. So long as 
 any of the capital stock of the said Andes Copper Mining 
 Company shall be deposited and pledged hereunder, the 
 proportion of such stock so pledged shall at all times be 
 all the issued stock thereof which the Company may at 
 any time own or be entitled to own, subject to the terms of 
 a certain agreement, dated January 7, 1918, between 
 William Braden, John D. Ryan, and others, a copy 
 of which agreement, duly certified by the Secretary of the 
 Company, under its corporate seal, will at all times, so 
 long as any of the said stock is pledged with the Trustee, 
 be kept on file at the principal office of the Trustee and 
 open to the inspection of the holders of the Bonds. So 
 long as any of the stock of the said Santiago Mining Com¬ 
 pany shall be deposited and pledged hereunder, the pro¬ 
 portion of such stock so pledged shall at all times be at 
 least equal to eighty per cent, of the total issued and 
 outstanding stock thereof, and all the issued capital stock 
 thereof which the Company may at any time own. 
 
 Section 10. So long as any of the stock of any con¬ 
 stituent company is pledged hereunder, the Company will 
 
28 
 
 not suffer or permit any other constituent company which 
 may own any shares of such stock to sell or otherwise dis¬ 
 pose of the same, except to the Company or to another 
 constituent company, some part of whose stock is pledged 
 hereunder, and, in case the Company shall itself acquire 
 the same, the Company will forthwith cause all such stock 
 to be pledged hereunder. In case any constituent com¬ 
 pany (except the Andes Copper Mining Company), any 
 part of whose capital stock is owned by another con¬ 
 stituent company, shall increase its issued capital stock, 
 the Company will cause the same proportion of such in¬ 
 creased capital stock to he acquired' by such other con¬ 
 stituent company as, immediately prior to such increase, 
 the stock then owned by such other constituent company 
 bore to all the stock then issued and outstanding. 
 
 Section 17. The Company will promptly pay or cause 
 to be paid, when due, any and all further calls or instal¬ 
 ments upon any of the shares of the capital stock of the 
 Santiago Mining Company, now or hereafter pledged here¬ 
 under; and without, demand or other action on the part 
 of the Trustee, will promptly deliver to the Trustee, for 
 deposit and pledge hereunder, any and all receipts or cer¬ 
 tificates showing such payments. The Trustee shall be 
 under no liability in respect to any calls or assessments 
 upon any of the said shares of stock, nor to make any 
 inquiry as to the payment of any balance due thereon. 
 
 ARTICLE FOURTH. 
 
 Control of Stocks and Securities Pledged or 
 Deposited. 
 
 Section 1. The Trustee may, but it shall not be 
 obliged to, cause all shares of stock and all bonds or other 
 securities at any time pledged or deposited with it here¬ 
 under to be transferred into its name as Trustee, or into 
 
29 
 
 the name of its nominee or nominees, and shall hold the 
 same subject to the terms and conditions of this Agree¬ 
 ment. 
 
 Section 2. 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 use all dividends which may be declared on any 
 stock which shall at the time be pledged hereunder, and 
 all sums which may become due and payable for any in¬ 
 terest upon any bonds or other securities 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 Vice-President and its Secre¬ 
 tary or Assistant Secretary, shall from time to time de¬ 
 liver to the Company suitable assignments and orders for 
 the payment to it, or to its Treasurer or other officer or 
 agent designated in such request, of all dividends which, 
 from time to time, may be declared or become payable on 
 such stock, and shall deliver to it, or to its Treasurer or 
 other officer or agent so designated, the interest coupons 
 pertaining to any coupon bonds, as the same become due 
 and payable, and suitable assignments and orders for the 
 payment of interest upon other bonds and securities; and 
 the Trustee, upon request of the Company, signed as afore¬ 
 said, shall from time to time 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 for dividends upon any stock or as interest 
 upon any bonds or other securities and any and all sums 
 which may accrue as interest on any moneys deposited 
 with the Trustee hereunder. 
 
 Section 3. So long as the Company is not in default 
 hereunder, to the knowledge of the Trustee, the Company 
 
30 
 
 shall have the right to vote, from time to time, all shares 
 of stock pledged or deposited with the Trustee hereunder 
 for all purposes not contrary to the provisions of this 
 Agreement or inconsistent herewith, with the same force 
 and effect as though such shares of stock were not sub¬ 
 ject to the lien hereof and, from time to time, upon the 
 written demand of the Company, signed by its President 
 or Vice-President and its Secretary or Assistant Secre¬ 
 tary, the Trustee shall execute and deliver, or cause to be 
 executed and delivered, to the Company, or to its nom¬ 
 inees, suitable powers of attorney or proxies to vote upon 
 any such shares of stock as shall at the time be registered 
 in the name of the Trustee, or its nominees; but every 
 such proxy, unless it be limited so as expressly to author¬ 
 ize the casting of a vote only for a specific purpose or 
 purpose authorized by this Agreement or not inconsistent 
 herewith, shall contain a provision substantially in the 
 following form: 
 
 “The holder of this proxy shall have no right to 
 vote for, but is instructed to vote against, any lien, 
 mortgage, sale, increase of capital stock, consolida¬ 
 tion or charge upon either the property or earn¬ 
 ings of the corporation in respect of which this 
 proxy is issued, which shall impair or diminish the 
 rights and interests represented by the stock of 
 the said corporation, except as otherwise expressly 
 provided in the Trust Agreement, dated January 
 2, 1919, executed between the Anaconda Copper 
 Mining Company and the Guaranty Trust Com 
 pany of New York, as Trustee.” 
 
 The Trustee shall be fully protected in the giving of 
 any proxy or proxies or powers of attorney to the Com¬ 
 pany, pursuant to the provisions aforesaid; and it shall 
 not be responsible for any abuse or mistake in the con¬ 
 struction of any such instrument. 
 
31 
 
 Section 4. The Trustee may do whatever may be 
 necessary for the purpose of maintaining, preserving, re¬ 
 newing or extending the corporate existence of any con¬ 
 stituent company whose stock is pledged hereunder, and 
 for such purpose may, from time to time, sell, assign, 
 transfer and deliver so many shares of the stock of any 
 such constituent company as may be necessary to qualify 
 persons to act as directors thereof or in any other official 
 relation to any such company. The Trustee may like¬ 
 wise, in its discretion, protect the properties affected by 
 any of the stocks, bonds or other securities that may, from 
 time to time, be pledged hereunder, by instituting or 
 joining in judicial proceedings, by the purchase at judicial 
 sale of property so affected, by joining in any reorganiza¬ 
 tion of such property or of the companies owning the 
 same, or in any other manner that the Trustee may deem 
 expedient. Whenever the Company, while not in default 
 hereunder to the knowledge of the Trustee, shall in 
 writing so request, which request shall state that the Com¬ 
 pany has no shares of stock available for that purpose 
 under its control other than shares pledged under this 
 Agreement, the Trustee shall transfer or cause to be 
 transferred to persons designated by the Company, a suf¬ 
 ficient number of shares then held by the Trustee here¬ 
 under, to qualify such persons to act as directors or in 
 any other official relation to any constituent company; 
 provided, that, in every such case, the Trustee shall make 
 such arrangements as it shall deem proper or necessary 
 for the protection of the trusts hereby created in respect 
 of the shares of stock so transferred. 
 
 Section 5. Subject to the terms hereinafter in this 
 Section 5 set forth, the Trustee shall, from time to time, 
 and at any time, upon the written request of the Com¬ 
 pany, signed by its President or Vice-President and its 
 
32 
 
 Secretary or Assistant Secretary, release from the lien 
 of this Agreement and deliver to or upon the order of the 
 Company all (but, not part only) of the capital stock of 
 the International Smelting Company, the Tooele Valley 
 Railway Company, the International Lead Refining Com¬ 
 pany, the Raritan Copper Works and the Diamond Coal 
 and Coke Company, or of any one or more of the said com¬ 
 panies, now or at any time hereafter pledged hereunder, 
 and/or (but not part only) of the capital stock, as a 
 single parcel, of the Andes Copper Mining Company, the 
 Andes Exploration Company (of Delaware), the Andes 
 Exploration Co. (of Maine), the Santiago Mining Com¬ 
 pany and the Potrerillos Railway Company, now or at 
 any time hereafter pledged hereunder, upon the deliv¬ 
 ery to and the deposit or pledge with the Trustee, in 
 substitution therefor, of the stock, bonds or other securi¬ 
 ties of other constituent companies and/or an amount in 
 cash at least equal in value to the stock so released, which 
 cash, so deposited, shall be paid out by the Trustee, from 
 time to time, to or upon the written order of the Company, 
 signed by its President or Vice-President and its Secre¬ 
 tary or Assistant Secretary, upon the delivery to and the 
 pledge with the Trustee of the stock, bonds or other securi¬ 
 ties of constituent companies at least equal in aggregate 
 value to the amount of cash so paid out; provided, that 
 no shares of stock of any constituent company shall at 
 any time be pledged hereunder, unless such shares (or 
 such shares together with other shares owned by another 
 constituent company, some part of whose stock shall like¬ 
 wise be pledged hereunder) shall constitute at least 
 seventy-five per cent, of all the shares of such stock at the 
 time issued and outstanding, and unless also the shares 
 pledged hereunder shall constitute all of such stock then 
 owned by the Company; and provided, further, that no 
 bonds or other securities of any constituent company shall 
 
33 
 
 at any time be pledged hereunder, except as provided in 
 Section 5 of Article Third hereof, unless the stock thereof, 
 to the extent above provided, shall also be pledged with 
 the Trustee; and 'provided, further, that the Andes Ex¬ 
 ploration Company (of Delaware) and the Andes Explo¬ 
 ration Co. (of Maine), or either of them, may at any time 
 be dissolved, upon the pledge or mortgage with or to the 
 Trustee of all the fixed assets owned by such constituent 
 company at the time of the dissolution thereof; and upon 
 receipt by the Trustee of a certificate, signed by the Pres¬ 
 ident or Vice-President and the Treasurer or Auditor of 
 the Company, verified by one of such officers, to the effect 
 that such constituent company has been or is about to be 
 dissolved and that such fixed assets so pledged or mort¬ 
 gaged constitute or will constitute the entire fixed assets 
 of such constituent company at the time of the dissolution 
 thereof, the Trustee shall release from the lien hereof and 
 deliver to or upon the written order of the Company, 
 signed by its President or Vice-President and its Secre¬ 
 tary or Assistant Secretary, all the capital stock of the 
 constituent company so dissolved, at the time pledged 
 hereunder. Any stock, bonds or other securities of a 
 constituent company at any time pledged with the Trus¬ 
 tee hereunder in substitution for the stock, bonds or other 
 securities of another constituent company or companies 
 or upon the withdrawal of cash, as above provided, shall 
 likewise be released by the Trustee from the lien hereof 
 and delivered to or upon the order of the Company, from 
 time to time, in the manner and subject to the conditions 
 in this Section 5 set forth (but only as a single parcel as 
 to the stock, bonds and other securities of each con¬ 
 stituent company), at the valuation thereof fixed by the 
 Company at the time of the original delivery and pledge 
 thereof, as in this Section provided, irrespective of the 
 subsequent delivery and pledge of any additional shares 
 of such stock. 
 
34 
 
 At the time of the delivery to and the pledge with the 
 Trustee hereunder of the stock, bonds or other securities 
 of any constitutent company, the Company shall deliver 
 to the Trustee a certificate, in form satisfactory to the 
 Trustee, signed by the President or Vice-President of the 
 Company and its Treasurer or Auditor, verified by one of 
 such officers, which certificate shall set forth the estimated 
 reasonable value of such stock, bonds and other securities, 
 as a single parcel, and shall certify that the shares of 
 stock so delivered and pledged (or such shares together 
 with other shares owned by another constituent company, 
 some part of whose stock is likewise pledged hereunder) 
 constitute at least seventy-five per cent, of all the shares 
 of such stock at the time issued and outstanding and that 
 the shares so pledged constitute all of such stock then 
 owned by the Company, and stating also such other per¬ 
 tinent facts as may be necessary to establish the right of 
 the Company to the release of any stocks, bonds or other 
 securities or to the payment of any deposited cash. The 
 estimated reasonable value of such stock, bonds and other 
 securities, set forth in the said certificate, shall be taken 
 as the actual value thereof for the purpose of any original 
 pledge and of any subsequent release of such stock, bonds 
 and other securities made under the provisions of this 
 Section 5. 
 
 For the purpose of any release thereof made under the 
 provisions of this Section 5, the stock of the constituent 
 companies described in the granting clause of this Agree¬ 
 ment and pledged hereunder (together with any addi¬ 
 tional stock of any of the said constituent companies 
 which may at any time hereafter be pledged hereunder), 
 is valued, respectively, as follows: 
 
 Capital stock of International Smelting Company.$12,000,000; 
 
 “ “ “ Tooele Valley Railway Company.$ 320,000; 
 
 “ “ “ International Lead Refining Company. .$ 750,000; 
 
 “ “ “ Raritan Copper Works.$10,000,000; 
 
 “ “ “ Diamond Coal and Coke Company.$ 5,000,000; 
 
35 
 
 Capital stock of Andes Copper Mining Company, Andes 
 Exploration Company (of Delaware), 
 
 Andes Exploration Co. (of Maine), 
 
 Santiago Mining Company and Potre- 
 rillos Railway Company (as a single 
 parcel) .$60,000,000. 
 
 Section 6. Any cash or securities at any time de¬ 
 posited with the Trustee hereunder, pursuant to the pro¬ 
 visions of Section 8 or Section 10 of Article Third of this 
 Agreement, shall be held by the Trustee in a single fund 
 and, so long as the Company is not in default hereunder, 
 to the knowledge of the Trustee, may be withdrawn by the 
 Company, from time to time, in reimbursement of actual 
 and reasonable expenditures made by it in the purchase, 
 construction or acquisition, after the date of the deposit 
 of such cash or securities with the Trustee, of fixed as¬ 
 sets for use in or in connection with the business of the 
 Company, title to which fixed assets shall be vested in it. 
 In case the Company shall at any time desire so to be 
 reimbursed, it shall deliver to the Trustee a written re¬ 
 quest, signed by its President or Vice-President and its 
 Secretary or Assistant Secretary, requesting the Trustee 
 to deliver, in accordance with the terms of such request, a 
 specified amount of cash and/or securities therein de¬ 
 scribed. Such request shall be accompanied by a certifi¬ 
 cate, in form satisfactory to the Trustee, signed by the 
 President or Vice-President of the Company and its 
 Treasurer or Auditor, setting forth that the Company 
 has made stated expenditures in the purchase, construc¬ 
 tion or acquisition (as the case may be), after a date 
 named in such certificate, or fixed assets which shall be 
 therein described in reasonable detail; and certifying, 
 also, that such expenditures were not in excess of the 
 reasonable, fair value of such fixed assets, that such expen¬ 
 ditures had not been made or reimbursed out of the pro- 
 
36 
 
 ceeds of any insurance or of the sale of any fixed assets or 
 of any Bonds issued hereunder, that the said fixed assets 
 were for use in or in connection with the business of the 
 Company, that title thereto was vested in the Company, 
 and that the Company is not in default in respect of any of 
 the covenants or agreements contained in this Agreement 
 on its part to be performed or observed. In case the Com¬ 
 pany shall request the delivery of any securities, the cer¬ 
 tificate shall also certify that the current market value of 
 the said securities is not in excess of a sum therein speci¬ 
 fied. Upon receipt of such request and certificate the Trus¬ 
 tee, if satisfied therewith, shall pay out from the said fund 
 and deliver in accordance with the said request the cash 
 and/or securities described therein; provided, that no 
 such payment or delivery shall be made except of cash or 
 securities on deposit with the Trustee in the said fund 
 on or prior to the date named in the said certificate as the 
 date upon which the expenditures in respect of which 
 reimbursement is desired were made. 
 
 Anything herein in this Section 6 to the contrary 
 contained notwithstanding, the Company, while not in 
 default, hereunder to the knowledge of the Trustee, shall 
 have the right at any time to withdraw any of the said 
 cash or securities then on deposit with the Trustee in the 
 said fund, upon the delivery to and the deposit with the 
 Trustee, in lieu thereof, of other readily marketable securi¬ 
 ties and/or cash, at least equal in aggregate value to the 
 cash and securities so withdrawn. In case the Company 
 shall, at any time, desire so to withdraw any cash or 
 securities, it shall deliver to the Trustee a written request, 
 signed by its President or Vice-President and its Secre¬ 
 tary or Assistant Secretary, requesting the Trustee to pay 
 out and deliver, in accordance with the terms of such 
 request, a specified amount of cash and/or securities 
 therein described, and shall, at the same time, deliver 
 
37 
 
 to the Trustee, for deposit in the said fund, in lieu of the 
 cash or securities so withdrawn, other readily market¬ 
 able securities and/or cash, of at least equal aggregate 
 value, accompanied by a certificate, signed by the Presi¬ 
 dent or Vice-President of the Company and its Treas¬ 
 urer or Auditor, to the effect that the securities so to be 
 withdrawn were of a current market value not in excess 
 of a sum therein specified, and that the securities deliv¬ 
 ered and deposited in lieu thereof were of a current mar¬ 
 ket value of not less than a sum therein specified. Any 
 cash or securities at any time so delivered to the Trustee 
 in lieu of and upon the withdrawal of any other securities 
 or cash may in turn be withdrawn, from time to time, 
 on the terms and conditions hereinbefore set forth. 
 
 Section 7. The Trustee may accept any certificate or 
 written request delivered to it pursuant to any of the 
 provisions of this Article Fourth as conclusive proof of 
 any 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. 
 
 Remedies of Trustee and Bondholders. 
 
 Section 1. If default be made in the payment of the 
 principal of any of the Bonds when due, or if default 
 be made in the payment of any instalment of interest 
 thereon, and such default shall continue for thirty days, 
 or if default be made in the due observance or perform¬ 
 ance of any other covenant or condition herein required 
 to be kept or performed by the Company, and such default 
 
38 
 
 shall continue for thirty days after written notice thereof 
 shall have been given to the Company by the Trustee, 
 which shall give such notice upon the written request of 
 the holders of twenty-five per cent, in aggregate principal 
 amount of the Bonds then outstanding, then, in each and 
 every such case, the Trustee, by notice in writing mailed 
 to the Company, may and, upon the written request of 
 the holders of twenty-five per cent, in aggregate principal 
 amount of the Bonds then outstanding, shall declare the 
 principal and interest of all the Bonds of any and all 
 series then outstanding to be immediately due and 
 payable; and upon any such declaration the same 
 shall become and be immediately due and payable, 
 anything in the Bonds or in this Agreement con¬ 
 tained to the contrary notwithstanding. This pro¬ 
 vision is subject, however, to the condition, that 
 if, at any time after the principal of the Bonds shall have 
 been so declared due and payable, but before any sale of 
 the Trust Property shall have been made, as hereinafter 
 provided, and prior to the date of maturity specified in 
 the Bonds, all arrears of interest upon all the Bonds, 
 witli interest on overdue instalments of interest at the 
 rates specified in the respective Bonds, shall have been 
 paid, together with the reasonable charges and expenses 
 of the Trustee, its agents and attorneys, and all other 
 obligations of the Company in respect of which it was in 
 default under this Agreement shall have been fulfilled 
 and performed, then, in each such case, the holders of a 
 majority in 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 subsequent default or impair any right conse¬ 
 quent thereon. 
 
39 
 
 Section 2. If default be made by the Company in any 
 of the respects specified in Section 1 of this Article Fifth, 
 and such default shall continue for the period, if any, 
 therein specified, 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 all the Trust Property then in its posses¬ 
 sion, 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 Trust Property under the judgment or 
 decree of a court of competent jurisdiction. 
 
 Any sale or sales hereunder, unless a court of compet¬ 
 ent jurisdiction shall otherwise direct, shall be made at 
 public auction at such place in the Borough of Manhattan, 
 City of New York, or elsewhere, and at such times and on 
 such terms as the Trustee may determine, and the Trust 
 Property may be sold in such lots and such sales may be 
 conducted in such manner as the Trustee 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 outstanding. 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 Trust 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 news¬ 
 papers of general circulation published 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. 
 
40 
 
 The Trustee shall have power, in its discretion, to ad¬ 
 journ any sale, from time to time, as to the whole or any 
 part of the Trust 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 pro¬ 
 vided shall he a perpetual bar, both at law and in equity, 
 against the Company and its successors, and against all 
 persons claiming or to claim the Trust Property, or any 
 part thereof, by, through or under it or them. 
 
 Upon the sale of the Trust Property, whether under 
 the power of sale herein granted or under judicial pro¬ 
 ceedings, 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 pro¬ 
 ceeds 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, sur¬ 
 rendered by the Trustee to or upon the order of the Com¬ 
 pany ; 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. 
 
41 
 
 In case of any such sale of any part of the Trust Prop¬ 
 erty, the whole of the principal of the Ponds 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 3. If default be made in the payment of any 
 part of the principal or interest of any of the Bonds when 
 due, whether upon the maturity thereof or upon 
 declaration, or otherwise, then, in each such case, 
 upon demand of the Trustee, the Company will 
 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 outstand¬ 
 ing Bonds and interest coupons for principal or interest, 
 or both, with interest upon overdue instalments of 
 interest at the rates specified in the respective Bonds; 
 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 
 recover judgment against the Company for the whole 
 amount so due and unpaid. The Trustee shall be entitled 
 to recover judgment, as aforesaid, either before or after 
 or during the pendency of any proceedings for the enforce¬ 
 ment of any of the provisions of this Agreement, • and 
 either before or after any sale of the Trust Property, and 
 the right of the Trustee to recover such judgment shall 
 not be affected by any sale of the Trust Property or by the 
 exercise of any right, power or remedy for the enforce¬ 
 ment of the provisions of this Agreement, or the fore¬ 
 closure hereof; and in case of a sale of the Trust Prop¬ 
 erty and of the application of the proceeds of sale to the 
 payment of the amount then due upon the outstanding 
 Bonds and interest coupons, the Trustee, in its own name, 
 and as trustee of an express trust, shall be entitled to 
 
42 
 
 enforce payment of and to receive all amounts then re¬ 
 maining due and unpaid upon any and all of the Bonds 
 then outstanding for the benefit of the holders thereof, 
 and shall he entitled to recover judgment against the Com¬ 
 pany for any amount remaining unpaid upon, or in respect 
 to, the Bonds and interest coupons, together with interest. 
 No recovery of any such judgment and no levy of any 
 execution under any such judgment upon the Trust Prop¬ 
 erty, or upon any other property, shall in any manner 
 or to any extent affect the lien of the Trustee upon the 
 Trust Property, or any part thereof, or any rights, powers 
 or remedies of the holders of the Bonds; but such lien, 
 rights, powers and remedies shall continue unimpaired as 
 before. Any moneys collected by the Trustee under this 
 Section 3 shall be applied by the Trustee in the same order 
 and in the same manner as the proceeds resulting from 
 any sale of the Trust Property, as provided in Section 4 
 of this Article. 
 
 All rights of action under this Agreement may be en¬ 
 forced by the Trustee without the possession of any Bonds 
 or the production thereof on the trial or other proceed¬ 
 ings relative thereto. 
 
 Section 4. In case of any sale of the trust property, 
 whether under the power of sale hereby granted, or pur¬ 
 suant to judicial proceedings, the proceeds thereof, to¬ 
 gether 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, as 
 follows: 
 
 First. To the payment of the costs, expenses, 
 fees, and other charges of such sale, and a reason¬ 
 able compensation to the Trustee^ its agents and 
 attornej's, and to the payment of all expenses and 
 
43 
 
 liabilities incurred and advanced, or disbursements 
 made, by the Trustee; 
 
 Second. To the payment of the whole amount 
 then due and unpaid either for principal or inter¬ 
 est, or for both principal and interest, upon the 
 Bonds, with interest on the overdue instalments of 
 interest at the rates specified in the respective 
 Bonds; and, in case such proceeds shall be insuf¬ 
 ficient 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 instalment 
 of interest, except as to the difference (if any) in 
 the respective rates of such interest; and 
 
 Third. To the payment of the remainder, if any, 
 to the Company, its successors or assigns, or to 
 whomsoever may be lawfully entitled to receive the 
 same. 
 
 Section 5. If default be made by the Company in any 
 of the respects specified in Section 1 of this Article Fifth, 
 and such default shall continue for the period, if any, 
 therein specified, the Trustee shall he entitled to receive 
 and collect, for the benefit of the holders of the Bonds, 
 all dividends that may thereafter he declared on any 
 stock pledged hereunder, and all sums which may there¬ 
 after become due and payable for interest upon any bonds 
 or other securities pledged hereunder or which may there¬ 
 after accrue upon any moneys deposited with the Trustee 
 hereunder. The Trustee shall apply any and all moneys 
 so received and collected by it, as follows: 
 
44 
 
 First. In case the principal of the Bonds shall 
 have not become due, to the payment of the inter¬ 
 est in default thereon in the order of the maturity 
 of the instalments of such interest, with interest 
 thereon at the rates specified in the respective 
 Bonds, such payments to be made ratably to the 
 persons entitled thereto, without any discrimina¬ 
 tion or preference, except as to the difference (if 
 any) in the respective rates of interest; 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 
 interest on overdue instalments thereof at the rates 
 specified in the respective Bonds) in the order of 
 the maturity of such instalments, and, if any sur¬ 
 plus remains, toward the payment of the principal 
 of the Bonds then due; such payments in every in¬ 
 stance to be made ratably to the persons entitled 
 thereto, without any discrimination or preference, 
 except as to the difference (if any) in the respec¬ 
 tive rates of interest. 
 
 Upon the payment in full, as above provided, of what¬ 
 ever sum or sums may have been due for principal and/or 
 for interest, 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 Trust Property, unless the 
 same shall have been sold as in this Article Fifth pro¬ 
 vided, in the same manner and to the same extent as 
 though no default had occurred. 
 
 Section 6. Except as herein expressly provided to 
 the contrary, no remedy herein conferred upon or re- 
 
45 
 
 served to the Trustee or to the holders of the Bonds is 
 intended to be exclusive of any other remedy, but every 
 remedy herein provided shall be cumulative, and shall be 
 in addition to every other remedy given hereunder or now 
 or hereafter existing at law or in equity, or by statute; 
 and every power and remedy given by this Agreement to 
 the Trustee or to holders of the Bonds may be exercised 
 from time to time, and as often as may be deemed ex¬ 
 pedient. No delay or omission by the Trustee or by any 
 holder of any Bond to exercise any right or power arising 
 from any default, shall impair any such right or power, 
 or shall be construed to be a waiver of any such default 
 or an acquiescence therein. In case the Trustee shall 
 have proceeded to enforce any right under this Agreement, 
 and such proceedings shall have been discontinued or 
 abandoned because of waiver, or for any other reason, or 
 shall have been determined adversely, then, and in each 
 and every such case, the Company and the Trustee shall 
 severally and respectively be restored to their former 
 positions and rights hereunder in respect of the Trust 
 Property, and all rights, remedies and powers of the Trus¬ 
 tee shall continue as though no such proceedings had 
 been taken. 
 
 Section 7. No holder of any Bond shall have the 
 right to institute any suit, action or proceeding at law 
 or in equity 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; nor unless, also, such holder 
 or holders shall have tendered to the Trustee security 
 and indemnity satisfactory to it against all costs, ex¬ 
 penses and liabilities which might be incurred in or by 
 reason of such action, suit or proceeding; nor unless, 
 
46 
 
 also, the holders of at least twenty-five per cent, in aggre¬ 
 gate principal amount of the Bonds then outstanding 
 shall have requested the Trustee in writing, to take 
 action in respect of such default and the Trustee shall 
 have declined to take such action or shall have failed so 
 to do within thirty days thereafter; it being understood 
 and intended that no holder of any Bond shall have any 
 right in any manner whatever to affect, disturb or 
 prejudice the lien of this Agreement by his action, or to 
 enforce any right hereunder, except in the manner herein 
 provided, and that all proceedings hereunder shall be 
 instituted, and maintained in the manner herein pro¬ 
 vided and for the equal benefit of all holders of outstand¬ 
 ing Bonds. 
 
 ARTICLE SIXTH. 
 
 Sundry Provisions. 
 
 Section 1. 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 concurrent 
 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 per¬ 
 son of any such demand, request or other instru¬ 
 ment or writing may be proved by the certificate 
 of any notary public or any officer of any juris¬ 
 diction, authorized by the laws thereof to take 
 acknowledgments of deeds to be recorded in any 
 State within the United States, certifying that the 
 
47 
 
 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 which shall 
 not at the time be registered as to principal and 
 the amounts and serial numbers of such Bonds and 
 the date of holding the same, may be proved by a 
 certificate executed by any trust company, bank, 
 banker or other depositary (wherever situated), if 
 such certificate shall be deemed by the Trustee to 
 be satisfactory, showing that at the date therein 
 mentioned the person named in such certificate had 
 on deposit with, or exhibited to, such depositary 
 the Bonds described 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 con¬ 
 trary. The ownership of any Bonds registered as 
 to principal shall be proved by the register of such 
 Bonds. 
 
 Section 2. As to all Bonds registered as to principal, 
 the person in whose 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 account of the principal of any 
 such Bond registered as to principal shall be made only 
 to or upon the order of such registered holder. Such pay¬ 
 ment shall be valid and effectual to satisfy and discharge 
 the liability of the Company upon such Bonds to the ex¬ 
 tent of the sum or sums so paid. 
 
48 
 
 The holder of any Bond which shall not at the time be 
 registered as to principal and the holder of any interest 
 coupon pertaining to any Bond, whether such Bond 
 be registered as to principal or not, shall, for all purposes 
 of this Agreement, be treated as the absolute owner of 
 such Bond or interest coupon; and neither the Company 
 nor the Trustee shall be affected by any notice to the 
 contrary. 
 
 Section 3. 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, 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 4. 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 exclusive 
 benefit of the parties hereto and of the respective holders 
 and owners of the Bonds and interest coupons hereby 
 secured, and shall bind and apply to the successors and 
 assigns of the Company, whether so expressed or not. 
 Whenever, in this Agreement, either of the parties hereto 
 is named or referred to, it 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 be¬ 
 half of the Trustee, shall bind and inure to the benefit of 
 the respective successors and assigns of such party, 
 whether so expressed or not. 
 
49 
 
 ARTICLE SEVENTH. 
 
 Concerning the Trustee. 
 
 Section 1. 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 parties hereto and the respective holders of the 
 Bonds agree: 
 
 Any action taken by the Trustee pursuant to this 
 Agreement, at the request or with the consent of any 
 person who at any time is the owner of any Bond secured 
 hereby, shall be conclusive and binding upon all future 
 owners of such Bond. 
 
 The Trustee shall not be under any responsibility or 
 duty with respect to the disposition of the Bonds or the 
 proceeds thereof, or for the application of any moneys 
 paid to the Company under any of the provisions hereof. 
 
 It shall be no part of the duty of the Trustee to see to 
 the insurance of any of the mortgaged properties, or itself 
 to affect or maintain such insurance or to receive any 
 policies of insurance or to collect the proceeds thereof, or 
 to see to the payment of any tax or assessment or other 
 governmental charge which may be levied or assessed 
 against the Company or against the Trust Property, or 
 against the owners of the Bonds, or to see to the per¬ 
 formance or observance of any of the covenants or agree¬ 
 ments hereof on the part of the Company. 
 
 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 to be 
 paid thereon shall be at such rate as the Trustee allows 
 to its general depositors. 
 
 The Trustee shall be entitled to reasonable compensa¬ 
 tion for all services rendered by it in the execution of the 
 
50 
 
 trusts hereby created, and such compensation, and that 
 of its counsel and of such persons as it may employ in the 
 administration of the trusts hereby created, as well as 
 all reasonable expenses necessarily incurred and actually 
 disbursed hereunder, the Company agrees to pay; and, 
 until paid, the Trustee shall have a lien upon the Trust 
 Property for such payment prior to the lien of the Bonds. 
 
 The Trustee shall not be responsible for the recitals 
 herein or in the Bonds, all of which are made by the 
 Company solely. 
 
 The Trustee shall not be under any obligation to take 
 any action toward the execution or enforcement of the 
 trusts hereby created, 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 or liability; nor shall the Trustee 
 be required to take notice of any default hereunder unless 
 notified in writing of such default by the holders of at 
 least twenty-five per cent, in aggregate principal amount 
 of the Bonds then outstanding; nor to take any action 
 in respect of any such default involving expense or lia¬ 
 bility unless requested by an instrument in writing 
 signed by the holders of not less than twenty-five per cent, 
 in aggregate principal amount of the Bonds then out¬ 
 standing and tendered such security and indemnity as 
 aforesaid, anything herein contained to the contrary not¬ 
 withstanding; but neither any such notice or request, nor 
 this or any other provision therefor, shall affect any dis¬ 
 cretion herein given to the Trustee to determine whether 
 or not it shall take action in respect of such default, or 
 to take action without such request. 
 
 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. 
 
51 
 
 The Trustee shall not be liable for any error of judg¬ 
 ment, nor for any act done or step taken or omitted by it 
 in good faith, nor for any mistake of fact or of law, nor for 
 anything which it may do or refrain from doing in con¬ 
 nection herewith, except only for its own wilful default. 
 
 The Trustee shall be reimbursed and indemnified by 
 the Company against any liability or damage it may sus¬ 
 tain or incur in the premises, and shall have a lien upon 
 the Trust Property, and the proceeds thereof, pref¬ 
 erential to the Bonds, for any such liability or damage. 
 
 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 
 holders of the Bonds; and the Trustee shall be fully pro¬ 
 tected in respect thereto. 
 
 The Trustee shall be protected in acting upon any 
 notice, request, waiver, copy of resolution, consent, cer¬ 
 tificate, note, affidavit, indemnity bond or other paper or 
 document, believed by it to be genuine and to be signed 
 by the proper party or parties. 
 
 The Trustee shall not be accountable in respect of 
 the validity of this instrument or of the Bonds issued 
 hereunder, nor for the sufficiency of the security provided 
 hereby, and it makes no representation in respect thereof. 
 
 The Trustee, in its individual capacity, may acquire 
 and hold any Bonds issued hereunder, with the same 
 rights and to the same extent as if it were not such 
 Trustee. 
 
 In case at any time it shall be necessary or proper for 
 the Trustee to make any investigation respecting any 
 facts preparatory to taking or not taking any action, or 
 doing or not doing anything as such Trustee, the certifi¬ 
 cate of the Company, under its corporate seal, attested by 
 the signature of its President or a Vice-President, and the 
 
 U. 01 ILL LIB. 
 
52 
 
 affidavit of one or more directors of the Company, other 
 than such President or Vice-President, shall, except as 
 in this Agreement otherwise expressly provided, be con¬ 
 clusive evidence of such fact to protect the Trustee in any 
 action that it may take, or refrain from taking, by reason 
 of the supposed existence or non-existence of such fact. 
 
 Section 2. The Trustee or any successor may resign 
 as such Trustee by filing with the Company an instru¬ 
 ment in writing, resigning the trusts created hereby, two 
 weeks (or such shorter time as may be accepted by the 
 Company as adequate) before such resignation shall take 
 effect. 
 
 Any Trustee may be removed at any time by an instru¬ 
 ment in writing filed with the Trustee for the time being- 
 under this Agreement and executed by the holders of at 
 least a majority in aggregate principal amount of the 
 Bonds then outstanding, provided there be paid to the 
 Trustee so removed all moneys then due to it hereunder. 
 
 Section 3. In case at any time the Trustee shall re¬ 
 sign or shall be removed or otherwise shall become in¬ 
 capable 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, 
 an original of which instrument shall be delivered to the 
 retiring Trustee and a duplicate original to the successor 
 Trustee, so appointed; but until a new Trustee shall be 
 appointed as hereinabove provided, the Company may, 
 by an instrument in writing, executed by order of its 
 Board of Directors and similarly delivered, appoint a 
 Trustee to fill such vacancy. Any such Trustee so ap¬ 
 pointed by the Company shall immediately be superseded 
 by a Trustee appointed in the manner above provided by 
 
53 
 
 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 trust company having an 
 office in the Borough of Manhattan, City and State of 
 New York, and having a capital and surplus aggregating 
 at least Five Million Dollars, if there shall be such a trust 
 company willing and able to accept the trusts upon rea¬ 
 sonable or customary terms. 
 
 Section 4. Any successor Trustee appointed here¬ 
 under shall execute and deliver to the Company and to 
 its predecessor Trustee an instrument accepting such ap¬ 
 pointment hereunder, and thereupon such successor 
 Trustee shall be invested with the authority, rights, 
 powers and duties herein provided for the Trustee; and, 
 upon the resignation or removal of any Trustee, all the 
 estate, right, title and interest of such Trustee in the 
 mortgaged properties shall wholly cease and determine; 
 but the Trustee so resigning or removed, shall, at the re¬ 
 quest of the Company, its successors or assigns, or of the 
 successor Trustee so appointed, and upon payment of its 
 charges and disbursements then unpaid, execute and de¬ 
 liver to such successor all such assignments, conveyances 
 and other instruments as such successor may reasonably 
 require, and shall deliver to such successor in negotiable 
 form or accompanied by suitable transfer powers all cash, 
 shares of stock, bonds or other securities then in its posses¬ 
 sion hereunder. 
 
 In witness whereof, the parties hereto have caused 
 this Agreement to be executed in their corporate names 
 by their respective chairmen of the Board of Directors, 
 Presidents or Vice-Presidents, and their corporate seals 
 
54 
 
 to be hereto affixed, attested by their respective Secre¬ 
 taries or Assistant Secretaries, as of the day and year 
 first above written. 
 
 Anaconda Copper Mining Company, 
 [corporate By John D. Ryan, 
 
 seal.] Chairman of the Board of Directors. 
 
 Attest: 
 
 A. H. Melin, 
 
 Secretary. 
 
 Guaranty Trust Company of New York, 
 [corporate By F. J. H. Sutton, 
 
 seal.] Vice-President. 
 
 Attest: 
 
 H. R. Johnston, 
 
 Assistant Secretary. 
 
55 
 
 State of New York,) 
 
 County of New York.) 
 
 On this 22d day of January, 1919, before me 
 personally came John D. Ryan, to me personally known, 
 who, being by me duly sworn, says that he resides in the 
 Borough of Manhattan, City and State of New York; that 
 he is the Chairman of the Board of Directors of the Ana¬ 
 conda Copper Mining 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 instrument is such corporate seal; 
 that it was so affixed by authority of the Board of Direc¬ 
 tors of the said corporation, and that he signed his name 
 thereto by like authority. 
 
 A. E. Burke, 
 
 [notarial Notary Public, New York County 
 
 seal.] New York County Clerk’s No. 356 
 
 New York Register’s No. 10024 
 My Commission Expires Mar. 30, 1920. 
 
 State of New York,) 
 
 County of New York.) 
 
 On this 22d day of January, 1919, before me 
 personally came F. J. H. Sutton, to me personally known, 
 who, being by me duly sworn, says that he resides in New 
 York City, New York; that he is a Vice-President of the 
 Guaranty Trust Company of New York, one of the cor¬ 
 porations described in and which executed the foregoing 
 instrument; that he knows the seal of the said corpora¬ 
 tion; 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. 
 
 A. E. Burke, 
 
 [notarial Notary Public, New York County 
 
 seal.] New York County Clerk’s No. 356 
 
 New York Register’s No. 10024 
 My commission expires Mar. 30, 1920. 
 
 A2084