Univ.of Ill. Library 51 ADIRONDACK POWER AND LIGHT CORPORATION jHortgage TO GUARANTY TRUST COMPANY OF NEW YORK TRUSTEE DATED MARCH 1, 1920 Securing First and Refunding Mortgage Gold Bonds First Supplemental Indenture dated July 23, 1920 PRESS OF GEO. H. ELLIS CO. (iNC.) BOSTON. it i ADIRONDACK POWER AND LIGHT CORPORATION I iflortgase TO GUARANTY TRUST COMPANY OF NEW YORK TRUSTEE DATED MARCH 1, 1920 Securing First and Refunding Mortgage Gold Bonds First Supplemental Indenture dated July 23, 1920 I TABLE OF CONTENTS (Not Part of Indenture) See also alphabetic Index, p. 165. PAGE I. Mortgage, Dated March 1, 1920. Date and Parties . 1 Eecitals : Authorization... 1 Description of Bonds. 2 Form of Coupon Bond, Series of 6s due 1950. 3 Form of Registered Bond, Series of 6s due 1950. 9 Compliance with conditions of authorization. 14 Granting Clauses: Grant and conveyance./. 14 Description: I. Schenectady Power Company properties....... 15 II. East Creek properties. 20 III. Schenectady Illuminating Company’projierties.. 23 IV. Mohawk Gas Company properties. 24 V. Edison Electric Light and Power Company of Amsterdam properties. 25 VI. Mohawk Edison Company, Inc., properties.25 VII. Bonds, securities and miscellaneous property... 26 Habendum . 27 Declaration of Trusts . 27 ARTICLE I The Bonds : § 1. Bonds unlimited in amount. 28 § 2. Language of bonds. 28 § 3. Forms herein to be followed substantially except as to (1) Exercise of Company’s rights. 28 (2) Stock Exchange requirements. 29 (3) Taxes. 29 Call of bonds.. 29 (4) Foreign taxes. 29 (5) Foreign bonds. 29 (6) Registration, transfer, exchange, and endorse¬ ments. 29 (7) Federal stamp tax. 30 (8) Interest rates. 30 Maturities. 30 §4. Denominations. 30 § 5. Series; designation, uniformity, date, etc. 30 § 6. Initial issue, Series of 6s due 1950. 31 § 7. Subsequent issues. 32 §8. Maturities of subsequent series. 32 IV PAGE § 0. Bonds payable in Eiiroije and in European money.33 § 10. Eeservation and issue of $1,000 coupon bonds against bonds of smaller denominations... 35 Numbering and lettering of bonds. 35 Endorsements on $100 and $500 coupon bonds. 3G §11. Issue of registered bonds. 36 Endorsements on registered bonds. 37 § 12. Books for registration, transfer and exchange of bonds 39 §13. Registration of coupon bonds. 39 §14. Transfer of registered bonds. 39 § 15. Exchange of bonds of same series. 40 § 16. Exchange of bonds of different series. 40 §17. Fees on registration, transfer and exchange. 41 Exchanges and transfers before interest dates. 41 § 18. Execution of bonds and coupons.. 41 § 19. Certification and delivery of bonds: Trustee to receive (a) resolution of Directors. 42 fb) opinion of counsel. 43 (c) order of Public Service Commission. 43 Effect of Trustee’s certificate. 43 Matured coupons to be cancelled.. 43 Certification during default. 43 § 20. Temporary bonds. 44 § 21. Lost, destroyed or mutilated bonds. 45 §22. Bearers and registered holders deemed owners. 46 § 23. Re-issue of bonds. 46 ARTICLE II Bonds Presently to be Issued: § 1. Initial issue of bonds; $5,671,000 of Series of 6s due 1950 47 § 2. Issue of bonds for expenditures before March 1, 1920.. 47 ARTICLE III Issue of Bonds for First Lien Properties: §1. Issue of additional bonds for 80% (or 75%) of first- lieu additional projierty. 48 § 2. (1) Additional property defined. 49 (2) Character of titles, rights and franchises. 50 (3) Additional property to be used but once. 51 (4) Only excess of additional property over main¬ tenance requirements to be counted. 51 (5) Limitations on additional property in certain categories, viz.: (а) Not for primary or principal purposes of Com¬ pany’s business. 52 (б) Disconnected properties. 53 (c) Properties having short franchises. 53 (d) Gas properties. 53 (6) Amount of additional property defined.54 (7) Indeterminate franchises deemed perpetual.54 §3. (1) Cost of franchises. 54 V PAGE (2) Cost of property part of wliicli is not additional property. 55 §4. Lien hereof npon additional property. 55 §5. (1) Net earnings requirement. 55 (2) Net earnings defined. 5G (3) 121 / 2 % allowance for renewals and replacements.. 5(5 Kedetermination of allowance for reneAvals and replacements. 57 (4) Accounts. 58 (5) Earnings of acquired plants or systems. 58 § (). (1) Certification and delivery of bonds under this article; Trustee to receive additional documents.. 58 (2) Eesolution of Directors. 58 (3) Certificate of President or Vice-President and en¬ gineer or other competent person. 59 (a) Acquisition of additional property. 59 (b) Cost and fair value. 60 (c) Original cost of property renewed, replaced, permanently discontinued or abandoned.GO (d) Operating expenses excluded. 61 (e) Liens of contractors, etc. 61 (/) Other liens. 61 (g) Previous use hereunder. 61 {h) Acquired plants or systems. 61 (i) Property not for primary or principal pur¬ poses of Company’s business. 61 (/) Disconnected property. 62 (fc) Short franchises. 62 Compliance with section 2 (2). 62 (1) Gas properties. 62 {m) Events of default. 62 (n) Compliance with this article. 62 (4) Net earnings certificate by executive olficer of Company. 63 (a) Net earnings. 63 (b) Acquired plants or systems. 63 (c) Maintenance requirement. 63 (5) Opinion of counsel. 64 (6) Statements to be made with reference to this article. 65 (7) Documents to be filed within 90 days before appli¬ cation. 65 (8) Additional resolutions, etc., from time to time.... 65 ARTICLE IV Issue of Bonds for Divisional Lien Property: § 1. Issue of bonds for divisional lien property. 66 §2. Article III to be complied with. 66 Value and cost of divisional lien property.66 §3. (1) Certification and delivery of bonds under this article. 67 Money to be deposited with Trustee. 67 VI PAGE (2) Or bonds withheld. 67 (3) Eefundable divisional liens. 68 § 4. Eestriction on amount of divisional lien bonds on par¬ ticular property. 68 § 5. Eestriction on aggregate amount of divisional lien bond's. 69 § 6. Adirondack Electric Power Corporation and Kanes Falls Electric Company bonds. 70 § 7. Disposition of money deposited and bonds withheld... 71 § 8. Divisional lien bonds received by Trustee. 71 § 9. Discharge of divisional liens. 72 § 10. Proof of amount and cancellation of divisional lien bonds. 73 ARTICLE V Issue op Bonds for Eepunding Purposes: § 1. Issue of bonds for refunding purposes. 73 § 2. What bonds are refundable. 73 § 3. Documents Trustee is to receive before certifying bonds for refunding purposes. 74 ARTICLE VI Issue op Bonds for Money: § 1. Issue of bonds for money. 75 § 2. Documents Trustee is to receive before certifying bonds for money. 75 §3. Disposition of money deposited. 76 §4. Limitation on issue of bonds for money. 77 ARTICLE VII Call and Redemption op Bonds: Bonds redeemable. 78 Call and notice. 78 Deposit of redemption price with Trustee. 79 ARTICLE VIII Possession and Use op Property Before Default: Company to retain possession of property. 79 ARTICLE IX Certain Covenants op the Company: §1. To pay principal and interest. 80 To perform all obligations. 80 Xot to extend interest. 80 To cancel coupons, etc., owned by Company at maturity 80 To pay divisional lien bonds and interest. 81 To observe conditions of divisional liens. 81 §2. Of title. 81 § 3. To give further assurances. 82 To procure discharge of divisional liens. 82 Vll PAGE §4. § 5 . § 6 . §7. § 8 . 9. § 10 . § 11 . § 12 . 13. 14. AETICLE X Sale and Eelease op Property Before Default: §1. (1) Sale of obsolete equipment... 94 (2) Sale of materials and supplies. 94 (3) Termination or alteration of leases and agreements 95 (4) Surrender of franchises. 95 Substituted property to be subject hereto. 96 Sale, etc., when Company in default. 97 § 2. Trustee to release property on receipt of (1) Eesolution of Board of Directors. 97 (2) Certificate of President or Vice-President and engineer or other competent person. 97 (3) Consideration. 98 (4) Opinion of counsel. 99 (5) Opinion regarding franchises. 99 Eelease of divisional lien property. 99 Eeleases, etc., when Company in default. 99 §3. Protection of Trustee.100 § 4. Eeceiver, or Trustee in possession, may act for Com¬ pany.100 § 5. Disposition of money received by Trustee.101 § 6. Eetirement of bonds.101 § 7. Protection of purchaser.102 § 8. Eelease in case of condemnation, etc.102 Disposition of proceeds.103 § 9. Eetirement of bonds.103 AETICLE XI Default and Foreclosure: §1. Events of default.103 (1) Eeceiver ship.103 To pay taxes. 82 To deposit wdth Trustee all divisional lien bonds acquired. 84 To limit total amount of divisional lien bonds. 84 Not to permit prior liens to attach. 85 To make subsequent mortgages expressly subject hereto 85 Not to dispose of property. 85 To carry on business. 85 To maintain proi)erty. 86 To file auditor’s report with Trustee. 87 To comply with leases, etc. 88 To preserve franchises, etc. 88 To pay certain sums to Trustee. 88 To insure. 88 Insurance reserves. 89 Disposition of insurance moneys. 90 When Trustee may insure. 91 To record. 92 To keep books, furnish statements, and permit in¬ spection. 92 To maintain agency in New York. 93 Not to dispose of bonds except in accordance herewith 94 VIU PAGE (2) General assignment, insolvency, bankruptcy.103 (3) Default on bonds or interest.103 (4) Default in divisional lien interest.104 (5) Default in divisional lien principal.104 (6) Default in divisional lien covenants.104 (7) Other defaults.104 Bequests on whicli Trustee is to act.105 Kemedies of Trustee..105 (a) Trustee may declare all bonds due.105 (&) Trustee may enter and operate property... .105 (c) Trustee may sell property.106 Conveyances.107 Disposition of proceeds of foreclosure sale.. .108 (i) Payment of principal and interest.108 (ii) Payment of surplus to Company.109 (d) Trustee may sue at law or in equity.109 (e) Trustee may have receiver appointed.109 (/) Trustee may take other action.109 Eemedies cumulative.109 Majority of bonds may control Trustee’s action.110 §2. Waiver of default.110 Parties restored to former positions.110 No right impaired by non-exercise.Ill §3. When bondholders may sue hereunder.Ill § 4. All bonds to become due in case of sale of mortgaged property.112 Waiver of stay and redemption laws, etc.112 Purchaser may use bonds in payment.112 Trustee, or bondholders, may purchase.112 Protection of purchaser.113 § 5. On certain defaults. Company to pay entire principal and interest.113 Action by Trustee.114 Judgment not to affect lieu hereof...114 § 6. Waiver of personal liability of stockholders, etc.115 AETICLE XII Proof op Action by Bondholders: §1. (1) Execution of instruments.116 (2) Ownership of bearer bonds.116 (3) Ownership of registered bonds.117 §2. Bequests bind subsequent bondholders..117 AETICLE XIII The Trustee: § 1. Acceptance of trusts.117 Trustee’s lien.117 Trustee need not act unless notified.118 Need not defend suits unless requested and indemnified 118 May act by agents.119 IX PAGE Not liable for action in good faith, or for acts of agents 119 Not personally liable.119 Not responsible for sundry matters.120 Protected in acting on resolutions, certificates, etc... .120 but may secure further evidence.120 and shall do so if requested and indemnified.121 Bond not required of Trustee.121 Trustee need not act unless indemnified.121 Not liable as mortgagee in possession.121 May own bonds.121 Powers not restricted.122 §2. Eesignation of Trustee.122 Appointment of successor.122 Mortgaged property to vest in successor.123 §3. Trustee appointed agent of bondholders.124 § 4. How Trustee may serve notice..*. .124 §5. Funds in hands of Trustee.124 § 6. Trustee may sue without possession of bonds.125 AETICLE XIV Arbitration.125 AETICLE XV Effect op Merger, Consolidation, etc.: § 1. If consolidation, etc., causes limit on divisional bonds to be exceeded.127 this indenture to be closed.,.128 Lien hereof not to be impaired.128 Successor corporation to assume Company’s obliga¬ tions.128 Grants and covenants by successor corporation.129 § 2. Issue of bonds by successor corporation.129 § 3. Company may acquire certain properties.131 § 4. Certificate of counsel.131 §5. Sale and release by successor corporation.132 AETICLE XVI Discharge.132 AETICLE XVII Definitions and Miscellaneous Provisions: § 1. Definitions (а) “Company”.133 (б) “Trustee”^.133 (c) “Mortgaged property”.133 (d) “Additional property”.133 (e) “This indenture,” etc., “herein,” “hereof,” etc....133 (/) “Divisional liens”.134 ig) “Subject to divisional liens”.134 (h) “Divisional lien bonds”.134 X PAGE (i) “Eefundable divisional liens”.134 (J) “Eefundable divisional lien bonds”.134 (fc) “Withdrawal of moneys”.134 (l) “Treasurer”. 134 (m) “Acquired plants or systems”.134 §2. Date.135 § 3. Supplemental indentures.135 § 4. This indenture to benefit only parties and bondholders 13G §5. Bonds may have independent security.136 §6. Different officers, etc., may make certificates.136 §7. Marginal notes, table of contents, etc.137 §8. When First Mortgage Bonds may be issued.137 §9. Application of this article.137 §10. $5,620,000 advanced or accrued hereon. 137 Testimonium. 137 Signatures and seals.138 Acknowledgment by Company.139 Acknowledgment by Trustee.140 Certificate of consent of stockholders.141 Eecording data.145 II. First Supplemental Indenture, Dated July 23,1920. Date and Parties.149 Recitals : Mortgage dated March 1, 1920.149 Agreement to convey after-acquired property.149 Acquisition of Adirondack Electric Power Corporation properties .150 Request by Trustee.150 Authorization .150,151 Granting Clause: Grant and conveyance.151 Description: Adirondack Electric Power Corporation properties .152 Habendum .154 Declaration op Trusts.154 Testimonium.154 Signatures and seals.155 Acknowledgment by Company.156 Acknowledgement by Trustee..' 157 Certificate of consent of stockholders.158 Affidavit of exemption under Tax Law.162 Eecording data.163 THIS INDENTUEE dated the first day of March, 1920, by and between Adirondack Power and Light Cor¬ poration^ a corporation duly organized and existing under the laws of the State of New York, party of the first XJ^rt (hereinafter called the “Company”), and Guaranty Trust Company of New York, a corporation organized and exist¬ ing under the laws of the State of New York and having its principal place of business in the Borough of Manhattan, City of New York, party of the second part (hereinafter called the “Trustee”), WITNESSETH THAT: Whereas the Company is authorized by law to borrow money and contract debts when necessary for the trans¬ action of its business, or for the exercise of its corporate rights, privileges or franchises or for any other lawful purpose of its incorporation and to issue and dispose of its obligations for any amount so borrowed, and to mortgage its property and franchises to secure the payment of such obligations, or of any debt contracted for said pur¬ poses ; and Whereas the Company by due action of its Board of Directors has duly resolved to make a mortgage or deed of trust of its property and issue bonds thereunder and the consent in writing of stockholders owning at least two- thirds (%) of the capital stock of the Company has been duly given to such mortgage or deed of trust in the form of this indenture and to the execution, issue and delivery of bonds thereunder, and a certificate under the seal of the Adirondack Power and Light Corporation • * The marginal notes, table of contents, index, title page and cover are not in the indenture or supplemental indenture as executed and recorded. ♦Date and parties. Recitals. 2 that such consent was so given, subscribed and acknowl¬ edged by the Vice-President and Secretary of the Com¬ pany, a duplicate original of which certificate is hereto annexed, will be simultaneously with the recording of this indenture filed and recorded in the office of the County Clerk of the County of Schenectady, New York, that being the county in which the Company has its principal place of business; and Whereas the Public Service Commission in the Second District of the State of New York has duly authorized the execution of this mortgage or deed of trust and has approved the form hereof, and has authorized an initial issue of bonds hereunder to the aggregate principal amount of five million six hundred seventy-one thousand dollars ($5,671,000) ; and Whereas the bonds to be issued hereunder are to be coupon bonds or registered bonds without coupons issuable as hereinafter provided in lieu of or exchange for sucli coupon bonds, or in part such coupon bonds and in part such registered bonds without coupons, all such bonds, both coupon and registered without coupons, to be desig¬ nated (except as herein otherwise provided) as the “First and Refunding Mortgage Gold Bonds” of the Company; and Whereas the bonds to be issued hereunder are to be issued in one or more series, those of each particular series to be identical, as far as may be, with one another in tenor, and are to bear such date, bear interest at such rate or rates, have such maturity or maturities, and be otherwise in such form and of such tenor, subject to the provisions hereof, as shall be determined from time to time by the Board of Directors of the Company; and Whereas the bonds of Series of 6s due 1950 (except as herein otherwise provided) arb to be in substantially the following forms: 3 (Form of Coupon Bond) UNITED STATES OF AMERICA State of New York Form of coupon bond, Series of 6s due 1950. ADIRONDACK POWER AND LIGHT CORPORATION First and Refunding Mortgage Gold Bond No. Series of 6s due 1950. |. Adirondack Power and Light Corporation, a cor¬ poration organized and existing under the laws of the State of New York (herein called the Company, which term shall include any successor corporation as de- . fined in the mortgage or deed of trust hereinafter referred to), for value received promises to pay to the bearer, or, if this bond be registered, to the regis¬ tered holder hereof, the sum of dollars (I ) on March 1, 1950, or earlier as herein¬ after provided, with interest thereon from the date hereof at the rate of six per centum (6%) per annum, payable semi-annually on the first days of March and September in each year, in accordance with and upon presentation and surrender of the re¬ spective coupons attached hereto as they severally be¬ come due. Both principal and interest of this bond are to be paid in gold coin of the United States of America of or equivalent to the standard of weight and fineness existing March 1, 1920, at the office or agency of the Company in the Borough of Manhattan, City of New York, and, to the full extent permitted by law, without deduction for any tax, assessment or other governmental charge (other than inheritance and suc¬ cession taxes) which the Company or the Trustee may be required or permitted to pay thereon or retain therefrom under any present or future law of the United States of America, or of any State, county, municipality or other taxing authority therein, except any excess of any Federal income tax which the Com¬ pany or the Trustee may be required to retain there¬ from over an aggregate in any one year of two per centum (2%) of the yearly interest hereon, the Com¬ pany hereby covenanting to pay all such taxes, assessments and charges except as aforesaid. This bond is one of an issue of unlimited authorized amount, of coupon bonds or registered bonds without coupons or both, all issued or to be issued in one or more series under and equally secured by a mortgage or deed of trust dated March 1, 1920, executed and de¬ livered by Adirondack Power and Light Corpora¬ tion to Guaranty Trust Company of New York, as Trustee, to which mortgage or deed of trust, and all instruments supplemental thereto, reference is hereby made for a description of the property mortgaged as security for said bonds, the rights and remedies of the holder of this bond in regard thereto, and the terms and conditions upon which this bond is issued, secured, and held. This bond is to be treated as negotiable subject to the provisions for registration as to prin¬ cipal hereinbelow provided and all persons are invited by the Company and the owner for the time being hereof to act accordingly. The principal and interest hereby secured will be paid without regard to any equities between the Company and the original or any intermediate holder hereof. This bond may be called at the option of the Com¬ pany for payment on any semi-annual interest date up to and including March 1, 1925, at par and seven and one-half per centum (7^%) premium, thereafter up to and including March 1, 1930, at par and six and 6 one-half per centum (6i/^%) premium, thereafter up to and including March 1, 1935, at par and five and one-half per centum (5^%) premium, thereafter up to and including March 1, 1940, at par and four and one-half per centum ( 41 / 2 %) premium, thereafter up to and including March 1, 1945, at par and three and one-half per centum (3%%) premium, thereafter up to and including March 1, 1949, at par and two and one-half per centum (2%%) premium, and thereafter at par and one and one-half per centum (1%%) premium, together in each case with interest accrued to the call day, upon sixty days’ published notice, on the conditions and in the manner provided in said mortgage or deed of trust. Interest shall cease to accrue on this bond, if it is so called and payment is duly provided, as specified in said mortgage or deed of trust, from and after the date fixed in the call for such payment. In certain events of default, the principal of this bond may become or be declared due and payable be¬ fore maturity, as provided in said mortgage or deed of trust. This bond with all coupons for future interest hereon is either singly or together with other coupon bonds of the same series as this bond exchangeable at the option of the holder upon payment of a reason¬ able charge, but subject to the terms, conditions and limitations expressed in said mortgage or deed of trust, for a registered bond or bonds without coupons of the same series as this bond of a principal amount equal to the aggregate principal amounts of the bond or bonds so surrendered for exchange, reference being hereby made to said mortgage or deed of trust for a statement of the said terms, conditions and limita¬ tions. This bond shall pass by delivery except while regis- 6 tered as to principal. This bond, but not its coupons, may from time to time be registered as to principal at the option of the holder on the books of the Com¬ pany at its office or agency in the Borough of Manhat¬ tan, City of New York, and if so registered shall pass only by transfer on such books, unless such transfer shall have been made and registered to bearer, in which case it shall again pass by delivery until again registered. Kegistration shall not affect the negoti¬ ability of the coupons, which shall continue to be transferable by delivery, and the payment of any coupon to the bearer thereof shall be a discharge of the Company in respect of the interest therein mentioned. It is a part of the contract herein contained that each holder hereof waives all right of recourse to any personal, statutory, or other liability of any promoter, stockholder, officer, or director, past, present or future, of Adikondaok Power and Light Corporation, or of any constituent or predecessor corporation, or of any corporation with which the Company may be consoli¬ dated or into which it may be merged, or of any other successor corporation (as defined in said mortgage or deed of trust) for the collection of any indebted¬ ness hereunder, as more fully provided in said mort¬ gage or deed of trust. This bond shall not become obligatory for any pur¬ pose or be entitled to any security or benefit under said mortgage or deed of trust until the certificate hereon shall have been signed by the Trustee. In witness whereof, Adirondack Power and Light Corporation has caused these presents to be signed in its name and behalf by its president or a vice- president, and by its secretary or an assistant secre¬ tary, thereunto duly authorized, and its corporate seal 7 to be hereto affixed, and lias likewise caused the an¬ nexed coupons to be authenticated by a fac-simile of the signature of its treasurer, as of this first day of March, a.d. 1920. ADIKONDACK POWER AND LIGHT CORPORATION, By President. And by Secretary. (Form of Interest Coupon) $. No. On the first day of ? 19 , Adiron¬ dack Power and Light Corporation will pay to the bearer, at the office or agency of the Company in the Borough of Manhattan, City of New York, (provided the bond mentioned below shall not have been called for previous redemption and payment duly provided therefor), dollars (f ) in gold coin of the United States of America of the March 1, 1920, standard of weight and fineness, being six months’ interest then due on its First and Refunding Mortgage Gold Bond Series of 6s due 1950, No. Form of coupon. Treasurer. 8 Form of Trustee’s certificate. (Form of Trustee’s Certificate) This bond is one of the coupon bonds referred to in the within-mentioned mortgage or deed of trust. GUARANTY TRUST COMPANY OF NEW YORK, Trustee, By Vice-President. Form for registration. (Form for Registration) Notice: No writing hereon except by an officer of the Company or the Trustee. DATE OF REGISTRY IN WHOSE NAME OFFICER OR AGENT REGISTERED FOR REGISTRATION (Endorsements) (For forms of certain endorsements see article I below.) 9 (Form of Registered Bond without Coupons) UNITED STATES OF AMERICA. State of New York ADIRONDACK POWER AND LIGHT CORPORA¬ TION Form of registered bond without coupons, Series of 6s due 1950. First and Refunding Mortgage Gold Bond No . Series of 6s due 1950. |. Adirondack Power and Light Corporation, a cor¬ poration organized and existing under the laws of the State of New York (herein called the Company, which term shall include any successor corporation as de¬ fined in the mortgage or deed of trust hereinafter referred to), for value received, promises to pay to or registered assigns the sum of dollars (| ) on March 1, 1950, or earlier as hereinafter pro¬ vided, with interest thereon from the first day of March or the first day of September, as the case may be, next xireceding the date of certification hereof, or from the date of such certification if it be a first day of March or a first day of September, at the rate of six per centum (6%) iier annum, pay¬ able semi-annually on the first days of March and September in each year. Botli principal and interest of this bond are to be paid in gold coin of the United States of America of or equivalent to the standard of weight and fineness existing March 1, 1920, at the office or agency of the Comxiany in the Borough of Manhat¬ tan, City, of New York, and, to the full extent permit- 10 ted by law, witliout deduction for any tax, assessment or other governmental charge (other than inheritance and succession taxes) which the Company or the Trustee may be required or permitted to pay thereon or retain therefrom under any present or future law of the United States of America, or of any State, county, municipality or other taxing authority therein, except any excess of any federal income tax which the Company or the Trustee may be required to retain therefrom over an aggregate in any one year of two per centum (2%) of the yearly interest hereon, the Company hereby covenanting to pay all such taxes, assessments and charges except as aforesaid. This bond is one of an issue of unlimited authorized amount, of coupon bonds or registered bonds without coupons or both, known as First and Refunding Mort¬ gage Gold Bonds, all issued or to be issued in one or more series under and equally secured by a mort¬ gage or deed of trust dated March 1, 1920, executed and delivered by Adirondack Power and Light Corporation to Guaranty Trust Company of New York as Trustee, to which mortgage or deed of trust, and all instruments supplemental thereto, reference is hereby made for a description of the property mort¬ gaged as security for said bonds, the rights and rem¬ edies of the holder of this bond in regard thereto, and the terms and conditions upon which this bond is issued, secured and held. This bond is to be treated as negotiable subject to the requirements for registration hereinbelow provided and all persons are invited by the Company and the owner for the time being hereof to act accordingly. The principal and interest hereby secured will be paid without regard to any equities between the Company and the original or any inter¬ mediate holder hereof. 11 This bond may be called at the option of the Com¬ pany for payment on any semi-annual interest date np to and including March 1, 1925, at par and seven and one-half per centum (7^2%) premium, thereafter up to and including March 1, 1930, at par and six and one-half per centum (6^%) premium, thereafter np to and including March 1, 1935, at par and five and one-half per centum (5^%) premium, thereafter up to and including March 1, 1940, at par and four and one-half per centum (4^%) premium, thereafter up to and including March 1, 1945, at par and three and one-half per centum (3^%) premium, thereafter up to and including March 1, 1949, at par and two and one-half per centum (2^%) premium, and thereafter at par and one and one-half per centum (1^%) premium, together in each case with interest accrued to the call day, upon sixty days’ published notice, on the conditions and in the manner provided in said mortgage or deed of trust. Interest shall cease to accrue on this bond, if it is so called and payment is duly provided, as specified in said mortgage or deed of trust, from and after the date fixed in the call for such payment. In certain events of default, the principal of this bond may become or be declared due and payable before maturity, as provided in said mortgage or deed of trust. This bond is transferable by the registered holder hereof in person or by attorney duly authorized on the books of the Company at its office or agency in the Borough of Manhattan, City of New York, upon surrender and cancellation of this bond, and thereupon a new registered bond or bonds without coupons of the same series as this bond, for an equivalent principal amount, having endorsed thereon the same issue number or numbers of coupon 12 bonds as are endorsed hereon, will be issued to the transferee or transferees in exchange herefor, as pro¬ vided in said mortgage or deed of trust; or at the option of the registered holder hereof this bond is either singly or together with other registered bonds with¬ out coupons of the same series as this bond exchange¬ able upon payment of a reasonable charge, but sub¬ ject to the terms, conditions and limitations expressed in said mortgage or deed of trust, for a coupon bond or bonds of the same series of a principal amount equal to the aggregate principal amounts of the bond or bonds so surrendered for exchange, and having attached thereto coupons for all future inter¬ est, reference being hereby made to said mortgage or deed of trust for a statement of said terms, conditions and limitations. Payment of interest by the Company to the regis¬ tered holder of this bond shall be a discharge of the Company in respect of such interest. It is a part of the contract herein contained that each holder hereof waives all right of recourse to any personal, statutory, or other liability of any promoter stockholder, officer, or director, past, present or fu¬ ture, of Adirondack Power and Light Corporation, or of any constituent or predecessor corporation, or of any corporation with which the Company may be consolidated or into which it may be merged, or of any other successor corporation (as defined in said mort¬ gage or deed of trust) for the collection of any indebt¬ edness hereunder, as more fully provided in said mort¬ gage or deed of trust. This bond shall not become obligatory for any pur¬ pose, or be entitled to any security or benefit under said mortgage or deed of trust, until the certificate hereon shall have been signed by the Trustee. 13 In witness whereof, Adirondack Power and Light Corporation has caused these presents to be signed in its name and behalf by its president or a vice-presi¬ dent, and by its secretary or an assistant secretary, thereunto duly authorized, and its corporate seal to be hereto affixed, as of this first day of March, 1920. ADIRONDACK POWER AND LIGHT CORPORATION, By President. And by Secretary. (Form op Trustee^s Certificate) This bond is one of the registered bonds without coupons referred to in the within-mentioned mortgage or deed of trust. New York, GUARANTY TRUST COMPANY OF NEW YORK, Trustee, By Vice-President. (Endorsements) (For forms of certain endorsements see article I below.) Form of Trustee’s certificate. 14 Form for transfer. Authorization and validity of bonds and mortgage. (Form for Transfer) For value received hereby assign and transfer unto the principal of the within bond together with accrued interest there¬ on, hereby irrevocably constituting and appointing attorney to transfer the said bond on the books of the within-mentioned Company with full power of substitution in the prem¬ ises. Dated 19 . In the presence of and Whereas all acts, proceedings and things necessary and required by law and the by-laws of the Company to make all the bonds which from time to* time may be certified by the Trustee to be bonds referred to in this mortgage or deed of trust, the valid, binding and legal obligations of the Company and to constitute these presents a valid and effective indenture of'mortgage to secure the payment of said bonds, have been done and performed and the creation, issue and delivery from time to time of said bonds and the execution and delivery of this indenture have been in all respects duly authorized; Now, THEREFORE, THIS INDENTURE WITNESSETH I Granting clause. That in order to secure equally and ratably the pay¬ ment of the principal and interest of the bonds issued here- 15 under at any time outstanding, and the performance of all the covenants and conditions herein and in said bonds con¬ tained, and in consideration of the premises and of the pur¬ chase and acceptance of said bonds by the holders thereof, and for other valuable consideration, the Company has granted, bargained, sold, conveyed, transferred, assigned, remised, released, mortgaged, set over and confirmed, and by these presents does grant, bargain, sell, convey, trans¬ fer, assign, remise, release, mortgage, set over and confirm unto the Trustee, its successors and assigns, all the real and personal property, franchises and privileges now owned or hereafter acquired by the Company (excepting, however, any and all shares of stock and other certificates or evidences of interest, and bonds, notes and other evidences of indebtedness, of any person, firm, corporation or associ¬ ation, and the interest and indebtedness represented there¬ by, which are not specifically embraced herein or in an indenture supplemental hereto or actually deposited with the Trustee), including particularly and without restrict¬ ing the generality of the foregoing grant, the following property, namely: I. SCHENECTADY POWER COMPANY PROPERTIES. All the property, rights, titles or interests of the Company formerly owned by Schenectady Power Company and compris¬ ing, among other things, two hydro-electric plants with their appurtenant water rights, and certain transmission lines and distribution systems with their appurtenant franchises and auxiliary apparatus, substantially as follows: Johnsonville hydro-electric plant. On the Hoosac River at Johnsonville. Concrete dam, brick, steel and concrete, power house, installed generating capacity of approximately 3,600 kilowatts and auxiliary apparatus. Schaghticoke hydro-electric plant. On the Hoosac River at Schaghticoke. Concrete dam, canal, steel pen stock, brick, Description of property : Schenectady Power Company properties. 16 steel and concrete power house, installed generating capacity of approximately 12,000 kilowatts and auxiliary apparatus. Transmission lines. Johnsonville to Schaghticoke and Schaghticoke to Schenectady. Distribution systems. In Johnsonville, Schaghticoke and Valley Falls. The property described under this heading includes, among other things, all the property, rights, titles or interests con¬ veyed to Schenectady Power Company, either under that name or under the name under which it was incorporated, viz., Schaghticoke Electric Company, by the following grantors, by instruments dated and recorded as follows, for a more par¬ ticular description whereof reference to the said instruments is hereby made: t - Rec orded — Grantor Date County Boole of Deeds Page George E. Greene Aug. 20,1903 Rensselaer 291 66 George E. Greene Sept. 30,1903 Rensselaer 291 340 Schaghticoke Mills Company Sept. 5,1906 Rensselaer 307 300 Schaghticoke Mills Company Oct. 29,1906 Rensselaer 307 414 Addie B. Sprague Nov. 5,1906 Rensselaer 313 91 Empire Mill & Coal Company Nov. 12,1906 Rensselaer 313 161 Mary and John Condee Nov. 22,1906 Rensselaer 313 95 Richard C. Gunner Nov. 22,1906 Rensselaer 313 95 Daniel Dougherty et al. Dec. 1,1906 Rensselaer 313 96 Elizabeth R., Elisha S., and F. M. Baucus Dec. 14,1906 Rensselaer 313 98 William Speenburg and wife Dec. 17,1906 Rensselaer 313 99 Thomas W. McQuirk Dec. 17,1906 Rensselaer 313 100 William S. Gordon Jan. 5,1907 Rensselaer 313 101 Anna M. and Russell T. Congdon Jan. 11,1907 Rensselaer 313 102 Dora L. Hunt Jan. 15,1907 Rensselaer 313 104 Watson N. Sprague and wife Feb. 4,1907 Rensselaer 313 105 Emmet N. Akin and wife Feb. 14, 1907 Rensselaer 313 106 Laflin & Rand Powder Company Feb. 14,1907 Rensselaer 313 147 Laflin & Rand Powder Company Feb. 14,1907 Rensselaer 313 149 James Keyes and wife Feb. 27,1907 Rensselaer 313 108 Katherine E. Tarbell Feb. 28,1907 Rensselaer 313 157 Marion H. Gamble Mar. 27,1907 Rensselaer 313 109 Edgar B. Chase and wife Mar. 27,1907 Washington 144 336 Theodore and Minnie Button Mar. 27, 1907 Rensselaer 313 110 Cable Flax Mills Mar. 28,1907 Rensselaer 324 352 Alexander Diver and wife Mar. 29,1907 Rensselaer 313 112 Arvilla E. Diver Mar. 29,1907 Rensselaer 313 157 Alice Tierney Mar. 29,1907 Rensselaer 313 113 Warren and Delia Akin Apr. 1,1907 Rensselaer 313 115 Charles King and wife May 2,1907 Washington 144 333 Richard C. Gunner May 28,1907 Rensselaer 313 116 Sarah E. Hall May 29,1907 Washington 144 335 William W. Bryan June 7,1907 Rensselaer 313 117 Mary C. Burlingame June 11,1907 Rensselaer 313 118 Jane B. and Rhoda M. Curtis June 25,1907 Rensselaer 313 119 Herbert A. Burch and wife June 29,1907 Washington 144 338 Charles A. Miller and wife July 1,1907 Rensselaer 313 120 17 ■Recorded — Book of Grantor Date County Deeds Page Sidney E. Durfee and wife Aug. 12,1907 ( Rensselaer 1 Washington 313 144 121 626 Ettie M. Phillips et al Aug. 27,1907 Rensselaer 313 123 George E. Greene and wife Sept. 19,1907 Rensselaer 313 125 John G. Durfee and wife Sept. 25,1907 Washington 144 331 Dexter I. and Hattie Dunham Sept. 25,1907 Saratoga 268 448 George and Ruth Jones Sept. 26,1907 Saratoga 268 451 Howard W. Starr and wife Oct. 2,1907 Rensselaer 313 129 Francis B. Cornell Oct. 3,1907 Rensselaer 313 133 Willie H. Rich Oct. 16,1907 Washington 144 332 Lewis Bickford and wife Oct. 17,1907 Rensselaer 313 126 Lewis Bickford and wife Oct. 17,1907 Rensselaer 313 127 Elizabeth A. Vander Vost et al. Oct. IS, 1907 Saratoga 268 449 Howard W. Starr and wife Oct. 25,1907 Rensselaer 313 132 Noe Trahan Nov. 8,1907 Saratoga 268 462 Marcus L. Aikin and wife Nov. 8,1907 Rensselaer 313 134 Thomas McCune and wife Nov. 20,1907 Rensselaer 313 136 excepting such portion as may have been dedicated for highway purposes Thomas McCune and wife Nov. 20,1907 Rensselaer 322 108 excepting such portion as may have been dedicated for highway purposes Adam Y. Myers and wife Nov. 22,1907 Rensselaer 313 137 K. and S. Rafinski Nov. 23,1907 Saratoga 268 456 Benjamin F. Corey and wife Nov. 25,1907 Rensselaer 313 138 Fred H. Aikin Nov. 26,1907 Rensselaer 313 140 Ruth A. Hayner Nov. 26,1907 Rensselaer 313 155 Clarence E. Akin and wife Nov. 27,1907 Rensselaer 313 322 Willis P. Smith Nov. 29,1907 Saratoga 270 138 Alice H. Smith Dec. 2,1907 Saratoga 270 139 Valdy E. Akin and wife Dec. 20,1907 Rensselaer 313 175 Jacob Welling Alice C. Fort, Executrix & Jan. 9,1908 Rensselaer 313 340 Trustee under will Sophia Gifford Jan. 9,1908 Rensselaer 313 312 Alice C. Fort et al. Jan.9,1908 Rensselaer 313 313 Thomas R. Mills et al. Jan. 15,1908 Rensselaer 314 23 Emily F. Button Jan. 28,1908 Rensselaer 320 366 Thomas F. Bryer et al. Jan. 29,1908 Saratoga 268 464 Flora L. Williams Schaghticoke Mills Company, Jan. 29,1908 Saratoga 268 447 by Charles H. Tolhurst et al.. Trustees in Bankruptcy Jan. 31,1908 Rensselaer 313 456 Howard W. Starr and wife Feb. 8,1908 Rensselaer 313 509 A. B. and L. J. Nash Feb. 10,1908 Saratoga 268 459 Melville L. Akin Feb. 12,1908 Rensselaer 313 505 Lucinda Kings Feb. 17,1908 Saratoga 268 438 J. Vander Car Feb. 17,1908 Saratoga 268 463 M. C. Flagler and wife Feb. 21,1908 Saratoga 268 461 Theodore Button and wife Feb. 26,1908 Rensselaer 318 301 ilharles Buffett Feb. 28,1908 Not recorded William and George Gow et al. Feb. 29,1908 Rensselaer 314 337 Clarence E. Akin and wife Mar. 5,1908 Rensselaer 314 444 Fred H. Akin Mar. 5,1908 Rensselaer 314 445 J. E. Johnson and wife Mar. 10,1908 Saratoga 268 458 A. C. Peck et al. Mar. 11,1908 Saratoga 268 460 J. K. Losee and wife Mar. 13,1908 Saratoga 268 439 J. F. Vanderpool et al Mar. 14,1908 Schenectady 186 324 -Recorded — Book of Grantor Date County Deeds Page H. M. Rexford Mar. 16,1908 Saratoga 268 445 W. J. Esmond et al. Mar. 19,1908 Saratoga 268 442 N. C. Hayes et al. Mar. 19,1908 Saratoga 268 443 F. P. Smith et al. Mar. 20,1908 Saratoga 268 465 Julia A. Doten et al. Mar. 21,1908 Saratoga 268 468 Stephen Smith et al. Mar. 27,1908 Saratoga 268 453 Alelville L. Aikin Mar. 28,1908 Rensselaer 314 446 T. and H. Zimnickey Apr. 11,1908 Saratoga 268 440 Katherine S. Rose Apr. 13,1908 Schenectady 186 319 Marvin Fellows Apr. 14,1908 Saratoga 267 436 M. and M. A. Butler Apr. 14,1908 Saratoga 268 450 George H. and Stella Smith Apr. 16,1908 Saratoga 267 439 J ames Plant and wife Apr. 16,1908 Saratoga 267 438 George R. and Ada Martin Apr. 24,1908 Saratoga 267 438 John E. Nessle et al. Apr. 25,1908 Saratoga 268 452 Annie E. and Katie Collins Apr. 29,1908 Schenectady 188 11 S. J. and Geo. Hunter Apr. 30,1908 Saratoga 268 463 Henry and Sarah E. Thierolf May 18,1908 Saratoga 268 441 F. W. and M. L. Betts June 1,1908 Saratoga 268 454 Jane M. McKain June 9,1908 Saratoga 268 446 William Oashin et al. June 11,1908 Schenectady 186 317 Mary E. and Harriet I. Snyder June 26,1908 Rensselaer 318 304 Wilhelmina Berning et al. June 29,1908 Schenectady 190 26 J. C. Nott et al. July 2,1908 Saratoga 268 457 James B. McKain and wife July 10,1908 Saratoga 268 466 Mary E. Yelverton July 11,1908 Schenectady 188 10 Charles Whitney and wife July 15,1908 Rensselaer 316 231 Sabra A. Mabb July 20,1908 Rensselaer 318 303 Joseph Morris and wife July 24,1908. Saratoga 268 455 Edgar M. and Charlotte Tourtellot July 24,1908 Saratoga 268 455 George H. Golden and wife Aug. 5,1908 Rensselaer 318 302 C. E. Aikin and Alva J. Thurber Aug. 10,1908 Rensselaer 317 1 Charles H. Beckstein and wife Aug. 21,1908 Rensselaer 319 27 V. Bath and wife Aug. 29,1908 Schenectady 186 316 Alida M. Webster Sept. 9,1908 Rensselaer 318 303 Ackermann Estate, by George Featherstonbaugh and M. I. Ackermann, Executors Oct. 5,1908 Schenectady 186 323 Alva J. Thurber Oct. 21,1908 Rensselaer 317 407 May Gifford et al. Oct. 22,1908 Rensselaer 319 32 Albert and Edith Gifford Nov. 2,1908 Rensselaer 319 198 William Gow and wife Nov. 13,1908 Rensselaer 319 30 Elizabeth P. Gow et al. Nov. 13,1908 Rensselaer 319 34 Michael and Ann Culnane Nov. 21,1908 Rensselaer 319 28 William A. and Susie T. Gage Nov. 21,1908 Rensselaer 319 31 Ira Herrington Nov. 24,1908 Rensselaer 319 24 P. and M. Murray Dec. 8,1908 Rensselaer 319 35 James and Mary Callahan Dec. 9,1908 Rensselaer 318 217 Mary A. Downs et al. .Jan. 8,1909 Rensselaer 322 177 Herman G. Port et al. Jan. 8,1909 Rensselaer 320 86 James Powers Jan. 8,1909 Rensselaer 319 36 Albert and Nellie L. Allen Jan. 11,1909 Rensselaer 319 25 James Beecroft and wife Jan. 11,1909 Rensselaer 319 26 Daniel J. Casey Jan. 18,1909 Rensselaer 319 29 John E. and Anna F. Ralston Jan. 29,1909 Rensselaer 320 223 George W. Lohnes, Committee for Augustus G. Downs Apr. 2,1909 Rensselaer 322 211 19 -Recorded — Book of Grantor Date County Deeds Page Lorenzo B. Baker et al. Apr. 22,1909 Rensselaer 330 468 William Haggerty and wife May 25,1909 Rensselaer 321 168 Arthur G. Atwood and wife Oct. 20,1909 Not recorded George Fares and wife Nov. 8,1909 Rensselaer 324 222 William Cashin et al. Jan. 8,1910 Schenectady 194 40 Ora A. and Addison Moflitt Mar. 5,1910 Rensselaer 326 74 Edgar B. Chase and wife Edgar B. Chase and wife, and Mar. 12,1910 Rensselaer 326 149 F. Pratt Mar. 19,1910 Washington 150 44 Beekman Estate Fannie C. Reinhart and Apr. 29,1910 Schenectady 194 397 husband June 28,1910 Washington 150 473 Emily J. and Edgar B. Chase D. M. Pratt and wife and July 9,1910 Rensselaer 334 185 Lucinia Pratt July 19,1910 Washington 150 517 James E. Lawlor et al. July 19,1910 Washington 150 519 Fred M. Dewey and wife July 20,1910 W ashington 150 562 E. K. Brownell, individually Oct. 8,1910 Rensselaer 330 81 E. K. Brownell, Guardian Oct. 8,1910 Rensselaer 330 82 James and Mary A. Fagan Oct. 10,1910 Rensselaer 330 245 Margaret Groesbeck Oct. 10,1910 Washington 151 278 Emma J. Brownell and husband Oct. 17,1910 Washington 151 276 J. C. Herrington et al. Dec. 24,1910 Rensselaer 332 277 Irving Herrington Dec. 28,1910 Rensselaer 369 210 Emma J. Brownell and husband Apr. 1,1911 Rensselaer 333 59 Benjamin A. Almy and wife May 3,1911 Washington 153 5 James Keyes May 23,1911 Rensselaer 333 490 John P. Nutting and wife Sept. 11,1911 Rensselaer 335 444 James C. Johnston Sept. 30,1911 Rensselaer 336 187 Bertha Florence Gooding Dec. 22,1911 Rensselaer 337 247 John B. Sherman and wife Jap. 4,1912 Rensselaer 337 374 John B. Sherman and wife Jan. 18,1912 Rensselaer 337 473 H. Eycleshymer and wife Mar. 16,1912 Rensselaer 340 430 Mabel Alice and George Warren May 21,1912 Rensselaer 380 221 Elizabeth M. Baucus et al. Ruth A. Akin, individually July 3,1912 Rensselaer 341 300 and as executrix Apr. 18,1913 Rensselaer 346 300 Charles A. Miller May 2,1914 Rensselaer 353 321 Excepting from the properties conveyed by the above men¬ tioned instruments (1) such parts thereof and such interests therein as were conveyed by Schenectady Power Company, either under that name or under the name under which it was incorporated, viz., Schaghticoke Electric Company, to the fol¬ lowing grantees, by instruments dated and recorded as follows, for a more particular description whereof reference to the said instruments is hereby made: , - Recorded -, Book of Grantee Date ■ County Deeds Page Thomas McGuirk Dec. D. M. Button Aug. Lovina Viall Dec. Horace Austin , Dec. Dora L. Hunt Nov. Samuel Skiff Apr. 8,1906 Rensselaer 323 233 19,1908 Rensselaer 317 47 24,1908 Not recorded 31,1909 Washington 149 344 1,1910 Rensselaer 330 309 1, 1911 Rensselaer 333 317 20 East Creek properties. Recorded- Grantee Date County Book of Deeds Page James Keyes May 23, 1911 Not recorded Lemuel J. Durfee Feb. 22,1913 Rensselaer 345 324 The Augustinian Society of New York Feb. 14,1914 Rensselaer 352 230 M. Ruthosky and wife Dec. 1,1916 Rensselaer 369 29 Washington-Rensselaer County- Cooperative Association Nov. 9,1917 Rensselaer 374 273 Laurence B. Brockett Nov. 9,1917 Rensselaer 377 396 Buskirk Dairy Association July 26,1918 Rensselaer 377 473 C. A. Renwick Dec. 18,1918 Rensselaer 387 47 and (2) such parts thereof and such interests therein as were agreed to be conveyed to the following persons by the following agreements: Clifford P. Burch, agreement dated April 1, 1913, for pur¬ chase of certain lands on the north side of the Hoosac River at Buskirk, formerly belonging to Fred M. Dewey, Emma J. Brownell, Margaret Groesbeck and Janies Lawler, being parts of the lands in Washington County conveyed to the Company by said parties respectively by the deeds above mentioned. Clifford P. Burch, agreement dated April 1, 1914, for pur¬ chase of certain lands on the south side of the Hoosac River at Buskirk, being a part of the lands conveyed to the company by Ruth A. Hayner by above mentioned deed dated November 26, 1907. George D. Seymour, agreement dated April 24, 1920, for purchase of that part of the so-called Caroline Downs Buck’s Neck Farm bordering on the highway and having a frontage on the highway of about 1,100 feet, being 1,600 feet deep on the east side and 1,500 feet deep on the west side, being a part of the lands conveyed to the Company by George E. Greene by above mentioned deed dated August 20, 1903. II. EAST CREEK PROPERTIES. All the property, rights, titles or interests of the Company formerly owned by East Creek Electric Light and Power Com¬ pany and comprising, among other things, four reservoirs and two hydro-electric plants with their appurtenant water rights, and certain transmission lines, substations and distribution systems with their appurtenant franchises and auxiliary ap¬ paratus, substantially as follows: Inghams Mills hydro-electric plant. On East Canada Creek about five miles above its mouth. Concrete dam, brick, steel and concrete power house, installed generating capacity of ap¬ proximately 5,040 kilowatts and auxiliary apparatus. 21 East Greek hydro-electric plant. On the East Canada Creek about three miles above its mouth. Masonry dam, wood frame power house, installed generating capacity of approximately 950 kilowatts and auxiliary apparatus. Reservoirs. At Nine Corner Lake, Pine Lake, Canada Lake and Irving Pond. Transmission lines. Inghams Mills hydro-electric plant to Tribes Hill substation. Inghams Mills hydro-electric plant to transmission line of Utica Gas and Electric Company. Inghams Mills hydro-electric plant to East Creek hydro¬ electric plant. East Creek hydro-electric plant to St. Johns- ville, and St. Johnsville to Canajoharie. Tribes Hill substation. Building not owned by Company. Approximately 5,000 kilowatts capacity. Inghams Mills substation. Approximately 3,750 kilowatts capacity. St.’ Johnsville substation. Approximately 410 kilowatts capacity. Fort Plain substation. Approximately 100 kilowatts ca- IJacity. Canajoharie substation. Building not owned by Company. Approximately 940 kilowatts capacity. Distribution system. In St. Johnsville. The property described under this heading includes, among other things, all the property, rights, titles or interests con¬ veyed to East Creek Electric Light and Power Company by the following grantors, by instruments dated and recorded as fol¬ lows, for a more particular description whereof reference to the said instruments is hereby made; ■Recorded — Book of Grantor Date County Deeds Page Guy R. Beardslee and wife and Helen C. Beardslee Oct. 7,1902 Herkimer 178 547 Charles E. Snyder and wife Oct. 7,1902 Herkimer 178 554 Gary E. Belding and wife and Myron Yoran and wife June 24,1904 Herkimer 184 467 Truman Snell and wife Nov. 4,1904 Herkimer 185 308 Adam Belinger and wife Nov. 17,1904 Herkimer 185 487 DeWitt DeVoe and wife Dec. 24,1906 Fulton 117 514 Emiline LaDue (formerly Em- iline Graigue) and James Craigue and wife Dec. 24,1906 Fulton 117 544 Norman C. Loucks Dec. 27,1906 Herkimer 192 330 Mary R. Timmerman Jan. 26,1907 Herkimer 192 325 Norman C. Loucks Jan. 26,1907 Herkimer 192 409 Everett L. Dunckel and wife Mar. 4,1907 Fulton 121 101 Ross S. Sadler and wife Mar. 4,1907 Fulton 121 102 Joshua Snell and wife Mar. 30,1907 Fulton 121 162 Estella G. Thompson et al. Apr. 1,1907 Herkimer 193 477 22 -Recorded^ Book of Grantor Date County Deeds Page Jeremiah Mahoney Apr. 3,1907 Fulton 112 181 James D. Sadler Apr. 22,1907 Herkimer 193 301 Katherine Ingham Apr. 24,1907 Herkimer 193 360 Charles Kyser et al. May 7,1907 Herkimer 193 538 Superintendent of Highways, St. Johnsville Dec. 2,1909 Montgomery 169 41 C. C. Bellinger Feb. 2,1910 Montgomery 166 174 James D. Sadler and wife July 2,1910 Herkimer 206 110 Franklin W. Cristman and wife Nov. 7,1910 Herkimer 206 97 Joseph I. Tanner Nov. 9,1910 Herkimer 206 101 Ralph D. Earl Nov. 9,1910 Herkimer 206 99 Ralph D. Eai'l Nov. 9,1910 Montgomery 166 607 Joseph Tanner Nov. 9,1910 Fulton 130 108 Ross S. Sadler and wife Nov. 15,1910 Herkimer 206 108 Maria Failing, Mary F. Timmer¬ man and Nellie F. Scudder Nov. 26,1910 Montgomery 166 413 James D. Sadler and wife Dec. 15,1910 Fulton 130 24 James Cristman Dec. 15,1910 Fulton 130 22 James D. Sadler and wife Dec. 15,1910 Montgomery 166 503 Dewitt DeVoe May 22,1911 Fulton 130 . 338 Superintendent of Highways, Mohawk June 5,1911 Montgomery 169 29 Superintendent of Highways, Amsterdam June 9,1911 Montgomery 169 32 Herbert D. Allen Oct. 23, 1911 Montgomery 169 234 George P. Davis Nov. 5,1911 Montgomery 169 269 Edward Johnson Nov. 9,1911 Montgomery 169 269 Bert Klock Mar. 18,1912 Montgomery 169 426 Samuel B. Kyser and wife July 5,1912 Herkimer 213 280 Charles E. Snyder and wife Aug. 31,1912 Herkimer 213 597 Charles E. Snyder and wife Aug. 31,1912 Herkimer 214 19 William H. Collins and wife Sept. 14,1912 Fulton 136 128 William H. Collins Sept. 14,1912 Montgomery 173 119 George C. Steele Sept. 16,1912 Montgomery 173 165 George C. Steele and Lucy F. Steele Sept. 16,1912 Fulton 136 173 Guy R. Beardslee and wife Sept. 17, 1912 Herkimer 214 137 George C. Steele and Lucy F. Steele May 16,1913 Fulton 137 89 Everett Johnson July 16,1913 Fulton 137 223 John W. Graff Aug. 1,1913 Fulton 137 270 Guy R. Beardslee Nov. 4,1913 Fulton 151 590 Guy R. Beardslee Nov. 4,1913 Fulton 137 544 Seymour J. Bellinger Mar. 23.1914 Montgomery 175 376 Guy R. Beardslee and wife Nov. 23,1914 Montgomery 177 569 Cecil Hillabrandt et ah Dec. 10,1914 Montgomery 175 560 John E. Shaffer, Etta S. Miller and Emma Shaffer Dec. 14,1914 Montgomery 175 573 Guy R. Beardslee and wife Dec. 21,1914 Montgomery 178 16 Daniel A. Sitterly Jan. 4,1915 Fulton 142 349 Guy R. Beardslee Jan. 17,1915 Montgomery 175 574 Guy R. Beardslee Apr. 17,1915 Montgomery 178 46 Ursula Lowell Oct. 12,1915 Montgomery 178 163 Edward W. Rean Oct. 12,1915 Montgomery 178 164 Peter S. Richardson and Glen E. Richardson, execs., et al. Nov. 16,1915 Montgomery 178 312 William H. Allen and wife Nov. 22,1915 Montgomery 178 424 William H. Allen and wife Nov. 23,1915 Montgomery 178 425 Gideon Bellinger and wife Nov. 30,1915 Montgomery 178 243 23 Recorded — Book of Grantor Date County Deeds Page Burt Hanad Nov. 30,1915 Montgomery 178 244 Fred A. Kollner Dec. 11,1915 Montgomery 178 230 Asa B. Timmerman Nov. 30,1915 Montgomei’y 178 242 Mary J. Klock Dec. 22,1915 Montgomery 178 243 Charles Sanders Dec. 29,1915 Montgomery 183 208 C. M. Hillegas and Anna M. Hillegas Dec. 30,1915 Montgomery 178 249 Louisa Chawgo Dec. to, 1916 Montgomery 178 509 lluMn B. Beekman and wife July 11,1917 Montgomery 183 111 William Timmerman and wife July 13,1917 Herkimer 235 89 Firman Ouderkirk July 30,1917 Fulton 151 484 Catherine E. McMahon Oct. 19,1917 Montgomery 183 202 Domenico Gotti Oct. 25,1917 Montgomery 183 207 Louisa Chawgo Dec. 7,1917 Montgomery 183 258 Elizabeth A. Fredericks Dec. 24,1917 Montgomery 183 280 Mary M. Yoran Dec. 24,1917 Montgomery 183 308 Guy R. Beardslee Apr. 17,1918 Montgomery 183 377 Guy R. Beardslee May 15,1918 Montgomery 183 394 J. S. Snell and wife May 31,1918 Montgomery 183 401 Montgomery Electric Light and Power Company Sept. 11,1918 Montgomery 185 23 John Reinhart Feb. 25,1919 Montgomery 185 44 Mary Reinhart and John Reinhart Feb. 25,1919 Montgomery 185 43 Montgomery Electric Light and Power Company Feb. 27,1919 Montgomery 185 60 Ursula Lowell, and Lorenzo Lupo and wife Mar. 1,1919 Montgomery 185 59 Excepting from the properties conveyed by the above men¬ tioned instruments, such parts thereof and such interests therein as were conveyed by East Creek Electric Light and Power Company to the following grantees, by instruments dated and recorded as follows, for a more particular descrip¬ tion whereof reference to the said instruments is hereby made: r - Recorded -, Book of Grantee Date County Deeds Page Guy R. Beardslee Jan. 17,1915 Montgomery 175 574 New York State Realty and Terminal Company Mar. 18,1918 Montgomery 183 352 III. % SCHENECTADY ILLUMINATING COMPANY PROPERTIES. All the property, rights, titles or interests of the Company acquired by it prior to May 1, 1919, when its name was Schenectady Illuminating Company and comprising, among other things, a substation and certain distribution systems Schenectady Illuminating Company properties. a 24 Mohawk Gas Company properties. with their appurtenant franchises and auxiliary apparatus, substantially as follows: Schenectady substation. Building uot owned by Company. Approximately 4,400 kilowatts capacity. Distribution systenns. Overhead in Schenectady and vicinity and underground in Schenectady. The property described under this heading includes, among other things, all the property, rights, titles or interests con¬ veyed to Schenectady Illuminating Company by deed from James O. Carr and wife dated October 10, 1907, recorded in Schenectady County Book of Deeds, 283, Page 152, for a more particular description whereof reference to the said deed is hereby made. IV. MOHAWK GAS COMPANY PROPERTIES. * All the property, rights, titles or interests of the Company formerly owned by Mohawk Gas Company of Schenectady and comprising, among other things, a gas plant and distribution system with appurtenant franchises and apparatus, substan¬ tially as follows: Schenectady gas plant. In Schenectady. Brick and steel tile roofed buildings on pile foundations, water gas and coal gas installations. One 200,000 gallon and one 75,000 gallon oil tank. One 2,000,000 cubic foot and one 800,000 cubic foot steel tank storage holder. Gas distribution system. In city of Schenectady and sub¬ urbs. The property described under this heading includes, among other things, all the property, rights, titles or interests con¬ veyed to Mohawk Gas Company of Schenectady by the follow¬ ing grantors, by instruments dated and recorded as follows, for a more particular description whereof reference to the said instruments is hereby made: ' , - Recorded -^ Book of Grantor Date County Deeds Page Charles E. Palmer, Referee Dec. Bl, 18Sf4 Schenectady 101 168 Garrett S. Veeder and wife Nov. 25,1899 Schenectady 117 380 Joseph H. Clements and wife Feb. 24,1902 Schenectady 134 7 Edwin C. Angle Nov. 6,1902 Schenectady 140 309 Abram G. Veeder et al Apr. 7,1903 Schenectady 148 296 Clark L. Van Allen and wife May 18,1903 Schenectady 144 165 Robert Wahl and wife May 18,1910 ■ Schenectady 197 74 Max Frumkin and wife Aug. 5,1914 Schenectady 237 187 James E. Bramhall Aug. 17, 1917 Albany 669 83 I 25 Excepting from the properties conveyed by the above men¬ tioned instruments, such parts thereof and such interests therein as were conveyed by Mohawk Gas Company of Sche¬ nectady to the following grantees, by instruments dated and recorded as follows, for a more particular description whereof reference to the said instruments is hereby made: , - Recorded -^ Book of Date County Deeds Page June 22,1903 Schenectady 156 303 Nov. 12,1907 * Schenectady 179 271 Apr. 30,1910 Schenectady 194 399 Aug. 5,1914 Schenectady 237 190 V. THE EDISON ELECTRIC LIGHT AND POWER COM¬ PANY OF AMSTERDAM PROPERTIES. All the property, rights, titles or interests of the Company formerly owned by The Edison Electric Light and Pawer Company of Amsterdam and comprising, among other things, a substation and certain distribution systems with their ap¬ purtenant franchises and auxiliary apparatus, substantially as follows; Amsterdam substation. Building not owned by Company. Approximately 4,080 kilowatts capacity. Distribution systems. Overhead in Amsterdam and vicinity and underground in Amsterdam. VI. MOHAWK EDISON COMPANY, INC., PROPERTIES. All other property, rights, titles or interests of the Company, particularly in and to all additions, extensions, betterments and improvements of and to the foregoing property including all equipment and apparatus pertaining thereto. The property described under this heading includes, among other things, all the property, rights, titles or interests con¬ veyed to Mohawk Edison Company, Inc. by the following grantors, by instruments dated and recorded as follows, for a more particular description whereof reference to the said in¬ struments is hereby made: Grantee Edison General Electric Company Delaware and Hudson Company Robert Wahl Max Frumkin The Edison Electric Light and Power Company of Amsterdam properties. Mohawk Edison Com¬ pany, Inc., properties. 26 Bonds, securities, and miscellaneous property. Recorded — Book of Grantor Date County Deeds Page The Tabernacle Baptist Church of Schenectady William A. Chadwick and wife Dec. 26,1919 Schenectady 281 73 and Harry N. Porter and wife Dec. 13,1919 Schenectady 281 274 Baptist Missionary Convention of the State of New York Jan. 20,1920 Schenectady 281 341 Charles E. Snyder and wife Mar. 1,1920 Herkimer 247 549 Elton Hall and wife Mar. 19,1920 Herkimer 247 564 VII. Bonds, Securities, and Miscellaneous Property. . Any and all bonds, securities or other property which at any time hereafter, pursuant to this indenture or pursuant to indenture supplemental hereto, may be expressly con¬ veyed, mortgaged or pledged and delivered to the Trustee liereunder by the Company or by a successor corporation, or with its consent by any one in its behalf, as and for any additional security for the bonds issued and to be issued hereunder, the Trustee being hereby authorized at any and all times to receive such conveyance, mortgage, pledge, delivery, assignment or transfer and to hold and apply any and all such bonds, securities or other prop¬ erty subject to the provisions set forth herein and which shall be set forth in such supplemental indenture; pro¬ vided, however, that such conveyance, mortgage, pledge, delivery, assignment or transfer shall be subject to all of the provisions hereof including, without limitation, the provisions of section 5 of article IX hereof. Together with all and singular the lands, rights of way, plants for the manufacture and generation of gas and elec¬ tricity, easements, franchises, leases, contracts, buildings, dams, water rights, flowage rights and riparian rights, sub-stations, machinery of every kind, .poles, wires, trans- 27 mission systems, mains, pipes, distributing systems, and all other steam, electrical, gas and mechanical apparatus, together with tools, fixtures, supplies, equipment, materi¬ als, works, and all other things whether or not in any wise belonging to or appurtenant to, forming part of, or used or intended to be used for or in connection with, any of the property aforesaid, and whether now owned or here¬ after acquired by tlie Company, and all rights to compen¬ sation upon the termination in any manner of any public grant, and all rights, privileges, immunities, franchises and property of the Company of every name and nature, whether now owned or hereafter acquired (excepting only any and all shares of stock and other certificates or evi¬ dences of interest, and bonds, notes, and other evidences of indebtedness, of any person, firm, corporation or asso¬ ciation, and the interest and indebtedness represented thereby, which are not specifically embra-ced herein or in an indenture supplemental hereto or actually deposited with the Trustee hereunder) and all rents, issues, profits and income from the property hereby conveyed or intended so to be. To HAVE AND TO HOLD all and singular the property, rights, privileges, franchises and immunities aforesaid, and all property which shall become subject to this indenture, unto the Trustee, its successors and assigns in the trusts hereof, to its and their own use and behoof forever; but in TRUST NEVERTHELESS, for the equal pro rata benefit of the holders of the bonds certified, issued and to be issued here¬ under, without distinction by reason of priority in the issue or negotiation thereof or otheTwise, and upon and for the trusts, uses and purposes and subject to the cove¬ nants, conditions and provisions herein set out. Habendum. Declaration of trust. Article I. Section 1. 28 Bonds unlimited in amount. Language of bdnds. Forms herein to be fol¬ lowed sub¬ stantially ; exceptions. ARTICLE I. The Bonds. Section 1. The issue of bonds hereunder shall not be limited in respect of their aggregate principal amount, except as the Company may otherwise provide in respect of any particular series at the time of the issue thereof, and except as otherwise provided in this article, and except that the total amount of bonds outstanding at any time shall not, in any event, exceed the amount at that time permitted by law. ' Section 2. All the bonds to be issued under this in¬ denture, together with the coupons appertaining thereto, shall be expressed in the English language, and any such bonds may also at the election of the Board of Directors of the Company be expressed in one or more foreign lan¬ guages, but in the case of every bond so expressed the Eng¬ lish text shall govern in the construction thereof, and both or all texts shall constitute but a single obligation. Section 3. The English text of the coupon bonds and of the registered bonds without coupons to be issued under this indenture, and of the coupons appertaining to the coupon bonds, and of the certificate of the Trustee upon all bonds, shall be, res]3ectively, substantially of the tenor and purport above recited, and the English text of the endorse¬ ments hereinafter required on such bonds shall be sub¬ stantially of the tenor and purport hereinafter provided, all except as otherwise provided in this indenture, and except' (1) that the Company by resolution of its Board of Directors may make such changes in the provi- 29 Article 1. Section 3. sions of any bonds issued hereunder as may be neces¬ sary or incidental to the exercise by the Company of any rights hereby reserved to it in respect of the terms or provisions thereof, provided that such changes are approved as to form by the Trustee; and (2) that the Company by resolution of its Board of Directors may make such changes in respect of any bonds issued hereunder as may be necessary in order to conform to the requirements for listing on any exchange or exchanges, provided that such changes are approved by the Trustee; and (3) that the provisions with respect to the pay¬ ment of principal and interest of the bonds issued hereunder without deduction for taxes, or with re¬ spect to the call for payment of bonds issued here¬ under, or any provisions with respect to the reim¬ bursement to the holder of bonds issued hereunder of any taxes imposed upon such holder in respect of the principal or interest of such bonds, may differ in the different series of bonds authorized hereunder or may be omitted in any one or more series (except Series of 6s due 1950) as the Board of Directors of the Com¬ pany shall in any case or cases determine, provided that any such provisions when differing from those above recited shall be approved as to form by the Trustee; and (4) that in any or all of such bonds and coupons as are to be payable in foreign money or in foreign countries there,shall be inserted such additional pro¬ visions, if any, as the Board of Directors of the Com¬ pany shall determine and the Trustee shall approve as to form, requiring the payment of the principal and interest thereby represented without deduction for such taxes imposed by any foreign taxing authority as may be specified therein, respectively; and (5) that there shall be such other insertions, omis¬ sions and variations in bonds and coupons payable in foreign money or in foreign countries as the Board of Directors of the Company shall deem necessary or appropriate, and the Trustee shall approve, not incon¬ sistent with the equality of security and lien herein provided; and (6) that any bonds shall contain such provisions, if any, and bear such endorsements, if any, in lieu of stock Exchange requirements. Taxes. Call of bonds. Foreign taxes. Foreign bonds. Registration, transfer and Article /. Section 3. 30 exchange; and endorse¬ ments. Federal stamp tax. Interest rates. Maturities. Denomina¬ tions. Series ; desig¬ nation, "uni¬ formity, date, etc. or ill addition to those herein provided, concerning registration and transfer, and the interchange of coupon bonds, registered bonds without coupons of the same series, and bonds of dilferent denominations but of the same series, as shall be considered advisable by the Board of Directors of the Company, and shall be approved by the Trustee; and (7) that any bonds may bear, if appropriate, a legend indicating that the federal stamp tax has been paid by stamps affixed to and cancelled upon this in¬ denture, and any bonds issued in exchange for other bonds may bear, if appropriate, a legend indicating tliat such tax has been paid by stamps affixed to and cancelled upon tlie bonds in direct or indirect exchange for which such bonds are issued. (8) that bonds of any series except series of 6s due 1950 shall bear such date, shall bear interest at such rate or rates, and shall have such maturity or ma¬ turities, as the Board of Directors of the Company shall determine. Section 4. Any of the bonds to be issued hereunder may in the discretion of the Company be issued in denomina¬ tions of one thousand dollars (|1,000), five hundred dollars (|500); or one hundred dollars (|100), and may be issued either as coupon bonds or as registered bonds without coupons, or in part one and in part the other. Registered bonds without coupons ntay also be issued in other denominations, multiples of one thousand dollars (|1,000), as the Board of Directors of the Company may from time to time authorize. Section 5. The bonds issued hereunder are to be issued in series. The bonds of each series shall be designated and distinguished by the year in which such series ma¬ tures, or otherwise, and may be further designated and dis¬ tinguished by an indication of the rate of interest borne by the bonds of such series, or otherwise, all as provided in the resolution of the Board of Directors of the Company providing for the issue thereof. All bonds of any one series 31 Article /. Section S. at any time simultaneously outstanding shall be identical in tenor and effect, except that the same may be of different denominations and may consist in part of coupon bonds and in part of registered bonds without coupons and may contain such variations of tenor and effect as are incidental to such differences of denomination and form, including variations in the provisions for interchange of bonds of dif¬ ferent forms and denominations and in the provisions for tlie registration and transfer of bonds. All bonds of any one series, whenever issued, and whether coupon or regis¬ tered without Coupons, shall bear the same date, unless the Trustee shall approve some other practice requested by the Company which is necessary to meet some requirement of law or of a stock excliange or is necessary or desirable for some other purpose. Section 6. Tke initial issue of bonds liereunder shall be designated as Series of 6s due 1950. Series of 6s due 1950 shall be unlimited as to author¬ ized principal amount, shall be dated, March 1, 1920, shall bear interest at six per centum (6%) per annum, payable semi-annually on the first days of March and September in each year, shall mature March 1, 1950, shall be callable in whole or in part, as herein pro¬ vided in article VII hereof, on any semi-annual inter¬ est date, up to and including March 1, 1925, at par and seven and one-half per centum ( 71 / 2 %) premium, thereafter up to and including March 1, 1930, at par and six and one-half per centum ( 61 / 2 %) preniium, thereafter up to and including March 1, 1935, at par and five and one-half per centum (5)/2 %) premium, thereafter up to and including March 1, 1940, at par and four and one-half per centum ( 41 / 2 %) premium, thereafter up to and including March 1, 1945, at par and three and one-half per centum ( 31 / 0 %) premium, thereafter up to and including Initial issue, Series of 6s due 1950. Article 1. Section 6. 32 Subsequent issues. Maturities of subsequent series. March 1, 1949, at par and two and one-half per centum (2^%) premium, and’thereafter at par and one and one- half per centum (1^%) premium, together in each case witli interest accrued to the call day, and shall be sub¬ stantially of the tenor and purport above recited. Section 7, The remaining bonds secured hereby shall be divided into such series, shall bear such date or dates, shall bear interest at such rate or rates, pay¬ able semi-annually or at such other intervals, shall contain such provisions, if any, for call and redemption, and for the payment or reimbursement of taxes, shall have such maturity or maturities, shall be in such denomina¬ tions and forms herein authorized, shall contain such provisions, if any, not inconsistent with the terms of this indenture for the conversion thereof into bonds of other series issued hereunder or other bonds or into stock or other securities, and shall be payable and entitled to be regis¬ tered, transferred or exchanged at such place or places, if any, in addition to the office or agency of the Company in the Borough of Manhattan, City of New York, as, consist¬ ently with the provisions hereof, shall be fixed and deter¬ mined by resolution of the Board of Directors of the Com¬ pany prior to the issue thereof, all as herein more fully set forth, which series, date, rate of interest, intervals for payment thereof, percentage of premium upgn which the same may be called, if callable, due date, and other provi¬ sions, sliall be designated or referred to in said bonds, when issued. Section 8. ( 1 ) The maturity of any series of bonds hereafter established may be fixed on any date not earlier than the latest date of maturity of any bonds issued here¬ under outstanding at the time of the first issue of any bonds of such series. 33 Article I. Section 8. (2) The maturity of any series of bonds hereafter estab¬ lished may be fixed on a date earlier than the latest date of maturity of any bonds issued hereunder outstanding at the time of the first issue of any bonds of such series, provided that no bonds of any series established under this^ sub¬ section shall be issued at any time if after such issue the aggregate outstanding principal amount of bonds of all series established under tliis subsection maturing later than the next earlier maturing series, if any, not so established, and earlier than the next later maturing series not so established, (a) would exceed twenty per centum (20%) of the aggregate principal amount of the bonds then out¬ standing of such next later maturing series, in case such later maturing series is other than Series of 6s due 1950; or (b) would exceed said twenty per centum (20%) limit or five million dollars (|5,000,000), whichever is greater, in case such next later maturing series is Series of Cs due 1950. • In applying said twenty per centum (20%) limit to the issue of any bonds hereunder, divisional lien bonds shall be included as a part of such twenty per centum (20%) as if they were bonds issued hereunder on the date of the ac¬ quisition by the Company of the property subject thereto; but the said limit shall not prevent the establishment of any divisional lien. Section 9. At the option of the Compafiy, from time to time expressed by resolution of its Board of Directors, the principal or interest or both of the bonds of any series to be issued hereunder payable in the City of New York, in United States gold coin, may be made payable also, at the liolder’s option, at such place or places in Europe and in the money of such European country at such reasonable fixed rate or rates of exchange, or the principal or interest or Bonds payable in Europe and in European money. Article /. Section 9. 34 botli of the bonds of any series to be issued hereunder (ex¬ cept Series of 6s due 1950) may be made payable only at such place or places in Europe and in such fixed amount or amounts in European money only, as may be deter¬ mined by the Board of Directors of the Company and expressed in said bonds and any coupons pertaining thereto. Bonds issued under this section may be in such denomi¬ nations, not exceeding in the case of coupon bonds one thousand dollars (|1,000) or its equivalent at the rate of exchange below specified, as shall be determined by the Board of Directors. In case of the issue of bonds payable in European money only, for the purpose of ascertaining the amount of bonds which the Company shall be entitled, from time to time and in the aggregate, to have issued under the provisions of this indenture, twenty (20) pounds eight (8) shillings sterling, or five hundred and fourteen (514) francs, or four hundred and sixteen (416) marks, or two hundred and forty-seven and one-half (247^) guilders, shall be deemed to be the equivalent of one hundred dollars (|100), and for said purpose, any bond payable in European money only, for an amount which at such rate or rates of exchange shall not exceed one hundred dollars (|100) shall be deemed to be the equivalent of a bond for one hundred dollars (|100), and any such bond for an amount which at such rate or rates of exchange shall be more than one hundred dollars (|100), but shall not exceed five hundred dollars (|500) shall be deemed to be the equivalent of a bond for five hundred dollars (|500), and any such bond for an amount which at such rate or rates of exchange shall be more than five hundred dollars (|500), but shall not exceed one thou¬ sand dollars (|1,000) shall be deemed to be the equivalent of a bond for one thousand dollars (|1,000) ; and no coupon bond payable in European money only shall be 35 Article /. Section 9. issued for an amount which at such rate or rates of ex¬ change would exceed one thousand dollars (|1,000). In providing for the exchange as hereinafter authorized of the bonds of any series payable in European money only, for bonds of another series which is payable also or only in’United States gold coin, the Company may provide that the bond or bonds to be issued in exchange shall be of any principal amount which does not exceed the equiv¬ alent on the basis aforesaid of the bond or bonds surren¬ dered for exchange, and may provide such other terms, conditions and limitations and require such other ad¬ justments as in the discretion of the Board of Directors of the Company shall seem appropriate. Section 10. In each series of bonds payable in United States gold coin the coupon bonds for one thousand dol¬ lars (|1,000) shall be numbered consecutively from 1 upwards. One coupon bond of the denomination of one thousand dollars (|1,000) shall be held in reserve for each two coupon bonds of the denomination of five hundred dollars (|500) of the same series issued here¬ under at the time of issue thereof, and such coupon bonds of the denomination of five hundred dollars (|500) shall bear the issue number of the coupon bond for one thou¬ sand dollars (|1,000) so held in reserve against them, fol¬ lowed, respectively, by the letters M and N. One coupon bond of the denomination of one thousand dollars (|1,000) shall be held in reserve for each ten coupon bonds of the denomination of one hundred dollars (|100) of the same series issued hereunder at the time of issue thereof, and such coupon bonds of the denomination of one hundred dollars (flOO) shall bear the issue num¬ ber of the coupon bond for one thousand dollars (|1,000) lield in reserve against them, followed, respectively, by the letters A to J. The number borne by any one thousand Reservation and issue of $1,000 coupon bonds against bonds of smaller de¬ nominations. Numbering and lettering of bonds. Article /. Section 10. 36 Endorsements on $100 and $500 coupon bonds. Issue of registered bonds. dollar {|1,000) coupon bond upon its issue or upon its being so held in reserve, or upon a registered bond without coupons being issued in lieu thereof or in exchange there¬ for as hereinafter provided, is herein referred to as its “issue number.? The issue numbers of all one thousand dollar (|1,000) bonds may, in the discretion of the Board of Directors of the Company, be preceded by the letter M, the numbers of all five hundred dollar ($500) bonds by the letter D, and the numbers of all one hundred dollar ($100) bonds by the letter C. All coupon bonds of the denomination of one thousand dollars ($1,000) each of any series so held in reserve, whether for bonds of the denomination of five hundred dollars ($500) each or for bonds of the denomination of one hundred dollars ($100) each, shall be available for issue in exchange for bonds of such series of either or both of the lower denom¬ inations, without- regard to the denomination for which they were originally held in reserve; and in case of any such exchange, the issue number borne by the bond so issued shall be the lowest issue number of such bonds then so reserved. Each coupon bond of the denomination of five hundred dollars ($500) or one hundred dollars ($100) issued hereunder shall, except as hereinbefore provided, bear sub¬ stantially the following endorsement: “The holder of this bond may, at his option, on sur¬ render and cancellation of this bond and others of the same series aggregating one thousand dollars ($1,000), with all unmatured coupons, and on pay¬ ment of charges as provided in the within-mentioned mortgage or deed of trust, receive in exchange a coupon bond of this series, of a number not contempo¬ raneously outstanding, for one thousand dollars ($1,000).” Section 11. In each series of bonds payable in United States gold coin, registered bonds without coupons shall 37 Article /. Section 11. be issued only iu lieu of or in exchange for a coupon bond or coupon bonds of the same series and aggregate-principal amount. The Trustee shall mark every such registered bond without coupons issued hereunder, whether issued originally as such or as herein provided in exchange for a coupon bond or bonds, or in exchange for other regis¬ tered bonds without coupons, with the day of its certifica¬ tion, which shall also be the date of its delivery by the Trustee, and such bond shall bear interest from the semi¬ annual interest date next preceding the date of certifica¬ tion thereof, unless such date of certification be a semi¬ annual interest date, in which case such bond shall bear interest from such date of certification. The date of cer¬ tification of registered bonds issued upon any such ex¬ change shall be such that the holder shall neither lose nor gain interest by the exchange. Every such registered bond without coupons of the de¬ nomination of one hundred dollars (|100), or five hundred dollars (|500) shall bear an endorsement stating the num¬ ber of the coupon bond or bonds in lieu of or exchange for which it is issued, such endorsement being, except as here¬ inbefore provided, in substantially the following form: “This bond is issued in lieu of or in exchange for coupon bond(s) numbered of the same series not contemporaneously outstanding, aggregating the face value hereof, and a coupon bond of said series of the denomination of one thousand dollars (|1,000) , of a number not contemporaneously outstanding, will be issued in exchange for this bond and other regis¬ tered bonds without coupons of the same series, ag¬ gregating in principal amount one thousand dollars (|1,000), upon their surrender and cancellation and payment of charges, all as more fully provided in the within-mentioned mortgage or deed of trust.” Endorsements on registered bonds. Every such registered bond without coupons of the denomination of one thousand dollars (|1,000) shall, ex- Article /. Section 11. 38 cept as hereinbefore provided, similarly bear an endorse¬ ment in substantially the following form: “This bond is issued in lieu of or in exchange for coupon bond(s) numbered of the same series, not contemporaneously outstanding, and a coupon bond of said series and the denomination of one thousand dollars (|1,000), of a number not con¬ temporaneously outstanding, will be issued in ex¬ change for this bond upon its surrender and cancella¬ tion and payment of charges, all as more fully pro¬ vided in the within-mentioned mortgage or deed of trust.” The issue numbers endorsed on any such registered bond without coupons of the denomination of one thousand dol¬ lars (|1,000) or more issued in exchange for two or more bonds of denominations of less than one thousand dollars (|1,000) each, shall be the issue numbers of the coupon bonds of the denomination of one thousand dollars (|1,000) which would have been issuable upon such ex¬ change had coupon bonds instead of registered bonds’ with¬ out coupons been requested. Every such registered bond without coupons of the de¬ nomination of any multiple of one thousand dollars (|1,000) shall, except as hereinbefore provided, similarly bear an endorsement in substantially the following form: “This bond is issued in lieu of or in exchange for coupon bonds numbered of the same series, not contemporaneously outstanding, and cou¬ pon bonds of said series and of the denomination of one thousand dollars (|1,000) each, of numbers not contemporaneously outstanding, and aggregating in principal amount the denomination of this bond, will be issued in exchange for this bond upon its surrender and cancellation, and payment of charges, all as more fully provided in the within-mentioned mortgage or deed of trust.” 39 Article /. Section 12. Section 12. The Company shall keep at its office or agency in the Borough of Manhattan, City of New York, and at such other place or places, if any, as shall be desig¬ nated in any bond issued hereunder, books for the registra¬ tion, transfer and exchange of bonds issued hereunder, which, at all reasonable times, shall be open for inspection by the Trustee or by the holder of any bond issued here¬ under ; and upon presentation for such purpose at any such office the Company will register or cause to be registered, transferred or exclianged therein, as hereinafter provided and under such reasonable regulations as it may prescribe, any bonds issued under this indenture and entitled to be registered, transferred or exchanged at such office. Section 13, The holder of any coupon bond issued here¬ under may upon payment of the charge specified in section 17 of this article have the ownership thereof registered on said books of the Company at its office or agency aforesaid or at the place or places indicated in said bond and such registration noted on the bond. After such registration no transfer shall be valid unless made on the said books by the registered holder in person or by his duly authorized attorney and similarly noted on the bond; but the bond may be discharged from registration by being in like man¬ ner transferred to bearer, and thereupon transferability by delivery shall be restored; and such bond may again, from time to time, be registered, or transferred to bearer, as before. Such registration, however, shall not affect the negotiability of the coupons, but every such coupon shall continue to be transferable by delivery merely, and shall remain payable to bearer. Section 14. Any registered bond without coupons may, upon payment of the charge specified in section 17 of this article, be transferred at the office or agency of tlie Com- Books for registration, transfer and exchange of bonds. Registration of coupon bonds. Transfer of registered bonds. Article /. Section 14, 40 Exchange of bonds of same series. Exchange of bonds of dif¬ ferent series. pany in the Borough of Manhattan, City of New York, or at such other place or places, if any, as may be designated therefor, by surrender of such bond for cancellation, accom¬ panied by a written instrument of transfer in form ap¬ proved by the Company, duly executed by the registered holder of such bond. - Section 15. Bonds of any form and denomination, if accompanied by all coupons, if any, for future interest thereon, are exchangeable upon payment of the charge specified in section 17 of this article foivan equal aggregate principal amount of other bonds of the same series, of any form and denomination the issue of which has been pro¬ vided for; provided that no bonds of the denomination of one hundred dollars (|100) or five hundred dollars (|500) shall be so issued in exchange unless the Company shall provide for such exchange, as to any one or more series of bonds, in a manner and on terms approved by the Trustee. Section 16. The Company, by resolution of its Board of Directors, may provide either as part of the terms upon which the bonds of any series are issued or otherwise that, upon the surrender of any such bonds with all unmatured coupons, if any, thereto appertaining, and subject to such terms, conditions, limitations and adjustments as are so provided, the holders thereof may exchange the same for other bonds of the Company issuable hereunder of an equivalent aggregate principal amount of some one or more other series, of not earlier maturity, and the Trustee, upon the request of the Company and upon compliance with the terms so provided, shall certify and deliver such other bonds of an equivalent aggregate principal amount; provided, however, that the bonds of the series to be issued in exchange shall be of such description that under 41 Article /. Section 16. the provisions hereof the same could have been issued by the Company (were the bonds to be surrendered in exchange not outstanding) either at the time when the Company shall have provided for such exchange or, failing that, at the time of such exchange. In case of any such exchange, the Trustee shall forthwith cancel the surren¬ dered bond or bonds and the accompanying coupons, if any, and on its written request deliver the same, cancelled, to the Company. Section 17 . In every case of transfer (other than of a coupon bond registered as to principal) or exchange the bond or bonds, and the coupons, if any, surrendered to the Company shall be cancelled, and for any exchange (except as herein provided) of bonds of any form and denomina¬ tion for other bonds of the same series and for any registra¬ tion of coupon bonds* and for any transfer of registered bonds without coupons or of coupon bonds registered as to principal the Company may make a charge sufficient to re¬ imburse it for any stamp tax or governmental charge re¬ quired to be paid, and in addition may charge a sum not exceeding one dollar (|1) for every bond issued upon such exchange or transfer, and for each registration gf a cou¬ pon bond, and payment of said charges shall be made by the party requesting such registration, exchange or trans¬ fer as a condition precedent thereto. The Company shall not be required to make exchanges or transfers of bonds for a period of ten days next preced¬ ing an interest day thereof. Section 18. All the bonds issued hereunder shall, from time to time, be executed on behalf of-the Company by its President or one of its Vice-Presidents and by its Secre¬ tary or one of its Assistant Secretaries, or by such other form of execution as shall be prescribed by statute, by-law. Fees on registration, transfer and exchange. Exchanges and transfers before interest dates. Execution of bonds and coupons. Article I. Section IS. 42 Certification and delivery of bonds: Trustee to receive (a) resolution of Directors ; or vote of the Board of Directors of the Company, and shall be sealed with its corporate seal. The cou¬ pons to be attached to coupon bonds issued hereunder sliall be authenticated by the facsimile signature of the present Treasurer or of any future Treasurer of the Com¬ pany, and the Company may also adopt and use for that purpose the facsimile signature of any person who shall have been such Treasurer, notwithstanding tlie fact that he may have ceased to be sucli Treasurer at the time of the execution hereof or at the time when such bonds shall be actually certified and delivered. In case any of the officers who shall have signed and sealed any bonds shall cease to be such officers before the bonds so signed and sealed shall have been actually certi¬ fied by the Trustee and delivered by the Company, such bonds nevertheless may be issued, certified and delivered with the same force and effect as though the person or per¬ sons who signed and sealed such bonds had not ceased to be such officer or officers of the Company. Section 19. Bonds executed on behalf of the Company and delivered to the Trustee, on application of the Treas¬ urer of the Company, shall, except as below in this sec¬ tion provided, be certified by the Trustee and delivered from time to time to the Treasurer of the Company, or upon his written order, but only in accordance with tlie author¬ izing provisions of this indenture and then only when the Trustee shall have received (a) A certified copy of a resolution or vote of the Board of Directors of the Company, authorizing the issue and directing the certification and de¬ livery of such • bonds and designating the amount thereof, their denominations, issue numbers (or the issue numbers to be endorsed thereon) and series designation, and if they are to be of a series not there¬ tofore created, designating the new series and specify¬ ing the amount of such series (if limited), the date. 43 Article I. Section 19. tlie maturity, tlie place of payment, the interest rate, tlie interest payment dates, the redemption price, if any, the rate of excliange if payable in the alternative in European money or in money of the United States of America, or the fixed amount or amounts if payable in European money only, the language or languages in which the same shall be expressed, the taxes in respect thereof or in respect of the interest thereon assumed by the Company, if any, the form of the bonds, and any other particulars necessary completely to describe and define such new series within the pro¬ visions and limitations of this mortgage or deed of trust. (h) The opinion of counsel (who may be of counsel to the Company) selected by the Company and accept¬ able to the Trustee, stating whether the approval, bv a Public Service Commission or other authority, of the issue of bonds requested, is required by law, and if so by what authority and that such approval has been secured; and that all action on the part of the Com¬ pany, which is necessary to the authorization of the issue of such bonds, has been taken. (c) A certified copy of the order of the Public Service Commission or other public authority, pro¬ vided such approval is in the opinion of such counsel required by law; but if such counsel is of the opinion that no such approval is required by law, then there shall be delivered to the Trustee his opinion to that effect. No bond shall be secured hereby unless there shall be endorsed thereon the certificate of the Trustee, substan¬ tially in the form hereinbefore recited, that it is one of the bonds (or temporary bonds) herein described; and such certificate on any bond shall be conclusive evidence that it is duly issued and is secured hereby. Before certifying any bonds the Trustee shall cut off, cancel and deliver to the Company all matured coupons thereon. At any time when the Company is in default under any provision hereof which would constitute an event of de¬ fault as herein defined if the appropriate period of grace (b) opinion of counsel; (c) order of Public Service Commission. Effect of Trustee’s certificate. Matured coupons to be canceiled. Certification during default. Article /. Section 19. 44 Temporary bonds. stated in section 1 of article XI hereof should elapse, the Trustee may, in its discretion, either certify and deliver or refuse to certify and deliver further bonds under this section, and in either case shall be without liability. At any time when an event of default as herein defined has occurred and has not been cured as herein provided, the Trustee shall not certify or deliver any additional bonds under this section. Section Until engraved bonds are ready for delivery, there may be issued, certified and delivered in lieu of any thereof, temporary written, printed or lithographed bonds in bearer or registered form substantially of the same tenor, except that coupons may be omitted from tempo¬ rary bonds, but with such appropriate omissions, inser¬ tions and variations as may be determined by the Treasurer or Assistant Treasurer of the Company and approved by the Trustee, and such temporary bonds may be in such de¬ nominations as the Company may determine. As soon as engraved bonds are ready for delivery in exchange therefor, the holders of such temporary bonds may surrender the same to the Company for cancellation at its office or agency in the Borough of Manhattan, City of New York, or at such other place or places, if any, as may be designated therefor, together with any unmatured coupons thereto attached, and shall be entitled to receive in exchange such engraved bonds either in the form of coupon bonds or in the form of reg¬ istered bonds without coupons of the same series and of a like principal amount; provided, however, that no en¬ graved bonds so issued in exchange shall be in denomina¬ tions of less than one thousand dollars (|1,000) unless the Company so elects or the terms of the temporary bonds exchanged so require. Such exchange will be made by the Company at its own expense and without mak- 45 Article I, Section 20. ing any charge therefor, and the Company will prepare and execute the engraved bonds with all reasonable dispatch. Such temporary bonds, upon surrender as afore- •said, shall be destroyed. Until exchanged for engraved bonds, such temporary bonds shall be entitled to the lien and benefit of this mortgage or deed of trust. When and as interest is paid upon temporary bonds, the fact of such payment shall be noted thereon, unless made upon presentation and surrender of a coupon attached thereto. Until such permanent engraved bonds are ready for delivery, the holder of one or more temporary bonds may with the approval of the Company exchange the same on the surrender thereof to the Company for cancel¬ lation, and shall be entitled to receive temporary bonds of like aggregate principal amount in denominations indi¬ cated by him of one thousand dollars (|1,000) or mul¬ tiples thereof. The Trustee shall certify and deliver engraved bonds for issue as aforesaid in exchange for temporary bonds duly certified and outstanding hereunder and shall also certify and deliver temporary bonds for exchange as aforesaid for other temporary bonds of like aggre¬ gate principal amount duly certified and issued here¬ under, provided that in either such case the Trustee shall be satisfied of the cancellation of the temporary bonds surrendered in exchange. Section 21. Upon receipt by the Company and the Trustee of evidence satisfactory to them of the loss or destruction of any outstanding bond hereby secured, and of indemnity satisfactory to them, or, in case of the mutila¬ tion of any such outstanding bond, upon surrender and cancellation of such bond and upon receipt of indemnity satisfactory to them if requested, the Company may ex¬ ecute, and the Trustee may certify and deliver, a new bond Lost, destroyed or mutilated bonds. Article /. Section 21. 46 Bearers and registered holders deemed owners. Re-issue of bonds. of the same series and denomination and of like tenor and bearing the same issue number (to which the Trustee may add a distinguishing mark), to be issued in lieu of such lost, destroyed or mutilated bond as the case may be. Section 22, As to all registered bonds without coupons and all coupon bonds registered as to principal, the person in whose name the same shall be registered shall be deemed and regarded as the owner thereof for all purposes of this indenture, and payment of or on account of the principal of such bond, if it be a registered coupon bond, and of the principal and interest, if it be a registered bond without coupons, shall be made only to or upon the order in writing of such registered holder thereof, but such registration may be changed as above provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such bonds to the extent of the sum or sums so paid. The Company and the Trustee each in its discretion may deem and treat the bearer of any coupon bond, which shall not at the time be registered as to principal, and the bearer of any coupon for interest on any bond, whether such bond shall be registered or not, as the absolute owner of such bond or coupon for the purpose of receiving pay¬ ment thereof, and for all other purposes whatsoever, and neither the Company nor the Trustee shall be affected by any notice to the contrary. Section 23. Bonds secured hereby pledged or sold or otherwise issued by the Company, upon being released from pledge, or upon being repurchased or otherwise acquired by the Company (except when acquired by call for redemption pursuant to the provisions of the bonds or of this indenture), may again be sold, pledged, or otherwise issued, re-issued or disposed of by the Company as often as it may repossess or acquire the same, and thereupon shall continue to be entitled to the security of this in¬ denture as upon their original issue. 47 Article II. Section 1. ARTICLE II. Bonds Presently to be Issued. Section 1. Bonds of Series 6s due 1950 (which series is unlimited as to authorized principal amount) for the aggre¬ gate principal amount of five million six hundred seventy- one thousand dollars (|5,671,000) may be executed by the Company and delivered to the Trustee, and on application by the Treasurer of the Company shall be certified by the Trustee and delivered to the Treasurer of the Company, or upon his written order, without awaiting the record¬ ing of this indenture, when the Trustee shall have received the documents specified in section 19 of article I hereof. The bonds so issued shall consist of coupon bonds of the denomination of one thousand dollars (|1,000), coupon bonds of the denomination of five hun¬ dred dollars (|500), houpon bonds of the denomination of one hundred dollars (|100), and registered bonds with¬ out coupons, of the denomination of one thousand dollars (|1,000) or more, issued in lieu of any such coupon bonds, all in such proportions as the Company shall determine. All such bonds shall be coupon bonds of the denomination of one thousand dollars (|1,000) each numbered from 1 to 5671, both inclusive, or registered bonds without cou¬ pons issued in lieu of such coupon bonds and bearing the issue numbers thereof endorsed thereon, or coupon bonds of lesser denomination against which such coupon bonds of the denomination of one thousand dollars (|1,000) each are reserved. Section 2. Additional bonds of any series, not to exceed in principal amount whichever is the less of the following: Initial issue of bonds; $5,671,000 of Series of 6s due 1950. Issue of bonds for expendi¬ tures before March, 1920. Article II.—Article III. 48 Issue of additional bonds for S0% (or 75%) of first-lien additional property. {(i) one million six linndred fifty thousand dollars (11,650,000), or (b) the amount permitted by orders of the Public Service Commission in the Second District of the State of New York-in respect of property acquired or expenditures made by the Company after December 31, 1915, or by Adirondack Electric Power Corpora¬ tion after December 31, 1917, and in either case on or before March 1, 1920, may, from time to time, be executed by the Company and delivered to the Trustee, and upon application by the Treasurer of the Company shall be certified by the Trus¬ tee and delivered from time to time to the Treasurer of the Company, or upon his written order, without awaiting the recording of this indenture, when the Trustee shall have received the documents specified in section 19 of article I hereof. \ ARTICLE III. 0 Issue op Bonds for First Lien Properties. Section 1. Additional bonds may be issued pursuant to the provisions of this article to the extent at their face value of eighty per centum (80%), until the total out¬ standing principal amount of bonds issued and applied for hereunder and of divisional lien bonds shall equal fifty million dollars (|50,000,000), and thereafter to the extent at their face value of seventy-five per centum (75%), of the amount of additional property of the character described in this article subjected to the lien of this mortgage as a first lien, when the net earnings of the Company shall meet the requirements of this article and when proofs and authoriza¬ tions conforming to the provisions of this article and evi¬ dencing compliance therewith shall have been submitted to the Trustee, all as in this article more fully provided. 49 Article III. Section 2. Section 2. (1) Additional property, for all purposes of this indenture, shall mean physical property of a perma¬ nent nature acquired or constructed by the Company after March 1, 1920, and permanent physical additions, im¬ provements or extensions, not including therein repairs, to, of or upon the property of the Company, but only to the extent that the gross amount thereof exceeds the original cost of any property renewed, replaced, permanently dis¬ continued, or abandoned by the Company after March 1, 1920. Additional property (a) need not consist of a specific or completed de¬ velopment, plant, extension, addition, betterment, or improvement, but may include additional construc¬ tion work or partially completed construction work, or any such work as conforms to the provisions hereof and, whether capable of specific description and iden¬ tification or not, is ordinarily carried in plant or plant addition accounts by a company carrying on a busi¬ ness similar to that of the Company; (h) may include renewals, replacements and sub¬ stitutions ; provided, that no expenditures for mainte¬ nance or repairs or other expenses which, in the ordi¬ nary practice of companies carrying on a business similar to that carried on by the Company, are charged to operating expenses, shall be deemed to be for additional property; (c) may include acquired plants or systems; (d) shall include no stocks, bonds, or other securi¬ ties; (e) shall include no leasehold interests. If the Company shall acquire the property of the Adi¬ rondack Electric Power Corporation, or the Kanes Falls Electric Company, no part of such property owned by said Adirondack Electric Power Corporation or by said Kanes Falls Electric Company, as the case may be, on March 1, 1920, shall be deemed to be additional property. The re¬ mainder, if any, of such property may be considered for Additional property defined. Article III. Section 2. 50 Character of titles, rights and franchises. all purposes hereof to have been acquired by the-Oompany with the same effect as if the Company had on March 1, 1920, acquired the above-mentioned properties as then existing and all subsequent additions thereto, renewals thereof and other changes therein had subsequently been made by the Company. (2) Additional property other than that to be included in the category described in subdivision (c) of subsection (5) of this section shall not include («) real estate unless owned in fee simple or rights in real estate unless owned in perpetuity, (b) power plants or developments or sub-stations or other buildings unless the Company has the neces¬ sary titles or other rights for the maintenance and use thereof in perpetuity, (c) transmission lines unless the same are built under the present franchises of the Company or of the Adirondack Electric Power Corporation or unless the Company shall have acquired for the maintenance and use thereof valid rights or franchises expiring not less than five years after the latest due date of any bonds outstanding or applied for. No portion which conforms to the requirements of this subdivision shall be excluded because any other portion of the same transmission line fails to conform thereto. In the case of joint lines rights of the character herein pre¬ scribed held jointly with others shall be considered a compliance with the provisions hereof. Transmission lines are (i) lines designed to be available for opera¬ tion at a voltage in excess of 25,000 and (ii) lines which though of less voltage connect a substation witli a generating station or another substation and do not supply current to any customer at any inter¬ mediate point. In any case where a right in perpetuity is required in this subsection, such requirement shall be deemed to be satisfied by a grant which provides for compensation to the Company in case of its termination, either by lapse 51 Article HI. Section 2. of time or act of the grantor, provided that a person accept¬ able to the Trustee, believed by the Trustee to be competent and certified by an officer of the Company to be disinter¬ ested, shall approve the form thereof as reasonably ade¬ quate for the protection of the interests of the bondholders, and shall approve the acceptance of the same in lieu of the acquisition of perpetual rights as reasonably necessary under the circumstances. (3) Additional property which shall have been used as the basis for certification of bonds under this or any other article, or the basis for release of any property or with¬ drawal of moneys from the Trustee under any provisions of this indenture, or the basis for withdrawal of moneys from the trustee or mortgagee under any divisional lien shall not again be used for any of such purposes. (4) There shall be excluded from the determination at any time of the amount of additional property an amount thereof which shall equal the excess up to that time of the percentage of the gross operating revenues of the Company (not including outside earnings) fixed under section 5 of this article over the sum of {a) the actual expenditures of the Company up to that time for maintenance and repairs, including the amounts rep¬ resenting the original cost of property renewed, re¬ placed, permanently discontinued or abandoned by the Company and deducted in determining the amount of additional property, as more fully provided in sub¬ division (c) of subsection (3) of section 6 of this article, and (5) the amount which the Company shall have deposited or shall then deposit with the Trustee for the purposes of this sub-section. Such amounts so deposited shall be subject to withdrawal only (i) in amounts equal to expenditures made by the Company for maintenance and repairs (including the amounts rep¬ resenting the original cost of property renewed, replaced, Additional property to be used but once. Only excess of additional property over maintenance requirements to be counted. Article III. Section 2. 52 Limitations on additional property in certain categories. permanently discontinued or abandoned by the Company and deducted in determining the amount of additional property), in excess of the percentage fixed pursuant to sec¬ tion 5 of this article for the year or years when made, or (ii) in amounts equal to the amount of additional property acquired by the Company, and otherwise on the same terms as money deposited against the issue of bonds, and in such case upon such evidence as is required in sub-section (2) of section 3 of article VI hereof. Additional property as long as excluded under tliis sub-section shall be considered for all purposes hereof to have been used as the basis for the issue of bonds hereunder. In no case shall expenditures by the Company for main¬ tenance, repairs, renewals and replacements in respect of properties leased to the Company, or in respect of any properties which are not a part of the mortgaged prop¬ erty, be included as expenditures made by the Company for any purpose of this sub-section. (5) The total outstanding principal amounts of bonds issued, whether originally or through refunding, plus the amount of money withdrawn from the Trustee under article VI hereof, on account of additional property in the follow¬ ing categories shall at no time exceed the limits stated in the following paragraphs, viz.: (a) Not for primary or principal purposes of Company’s business. {a) On account of additional property which is not for the primary or principal purposes of the Com¬ pany’s business or reasonably connected therewith or incidental or appurtenant thereto,—not more than one million six hundred thousand dollars (|1,600,000) or fifteen per centum (15%) of the aggregate prin¬ cipal amount of all bonds at the time outstanding hereunder, whichever is greater. By primary or principal purposes of the Company’s business is meant public utility light, heat and power businesses of whatever character, including, but not being limited to, the electric light and power, artificial gas, heating, steam power and water power businesses. 53 Article III. Section 2. iiicliidiiig transmission and distribution of gas and electricity. [h) On account of additional property wliicli is for the primary or principal purposes of the Company’s business, but which is not at the time physically con¬ nected for some one or more of such purposes in the actual conduct of the Company’s business, by trans¬ mission or service line or lines—or, in case of storage basin or basins or water supply, by natural or artificial water course—or by other means, with the properties of the Company or of the Adirondack Electric Power Corporation as now existing, or with extensions con¬ nected therewith—not more than one million six hun¬ dred thousand dollars (|1,600,000) or fifteen per centum (15%) of the aggregate principal amount of all bonds outstanding hereunder, whichever is greater; provided, that a gas property shall be deemed to be so connected if it is acquired in connection with the purchase of an electric light and power property owned and operated by the same concern in the same city or town, if such electric light and power property is itself so connected. (c) On account of additional property which is for the primary or principal purposes of the Company’s business, but which consists of acquired plants or sys¬ tems, any necessary or substantially important fran¬ chise, leasehold or other right for the use of which expires prior to a date five years later than the latest due date of any bonds then outstanding or applied for, and on account of additional property which does not comply with the requirements of sub-section (2) of this section, a total of not more than one million six hundred thousand dollars (|1,600,000) or fifteen per centum (15%) of the aggregate principal amount of all bonds at the time outstanding hereunder, which¬ ever is greater. (d) On account of additional property consist¬ ing of any acquired gas plants or systems outside the counties of Albany, Fulton, Herkimer, Montgom¬ ery, Oneida, Rensselaer, Saratoga, Schenectady, War¬ ren and Washington in the State of New York, or con¬ sisting of additions, improvements or extensions to or upon gas properties wherever situated,—not more than one million five hundred thousand dollars (6) Discon¬ nected properties. (c) Properties having short franchises. (d) Gas properties. Article III. Section 2. 54 Amount of additional property defined. Indeterminate franchises deemed perpetual. Cost of franchises. (11,500,000) or ten per centum (10%) of the aggre¬ gate principal amount of all bonds at the time out¬ standing hereunder, whichever is greater. Additional property shall be included and counted in as many of the foregoing categories as are applicable thereto. The fact that because of the provisions of this subsection bonds may not be issued or money withdrawn on account of additional property at the time of the construction or ac¬ quisition thereof, shall not prevent the issue of bonds or withdrawal of money on account of sucli additional prop¬ erty at aiiy subsequent time. (6) The amount of any additional property for the pur¬ poses of these presents shall be deemed to be the fair value thereof to the Company or the cost thereof to the Company, whichever is less (after deduction in the manner pro¬ vided in subdivision (c) of subsection (3) of section 6 of this article of the original cost of any property which has been renewed, replaced, permanently discontinued or aban¬ doned by the Company) ; and in determining the fair value to the Company of any additional property such fair value shall be ascertained as of the time of the acquisition thereof by the Company. (7) For all the purposes of these presents a franchise granted pursuant to appropriate legislation, allowing the Company to continue in the enjoyment and exercise thereof either permanently or until termination tlirough tlie lawful action of a public commission or municipality or other lawful authority, subject to compliance with reasonable conditions therein contained or to be prescribed by the legislature or a regulatory body exercising powers delegated thereby or by other lawful authority, shall be deemed a perpetual franchise. Section 3. (1) The cost to the Company, but not the fair value to the Company, of any additional property 55 Article III. Section 3. consisting of an acquired plant or system may be deemed to include the cost to the Company of any franchises and other rights acquired simultaneously therewith for which no separate or distinct consideration shall have been paid or apportioned. In the determination of the fair value to the Company of any such property consist¬ ing of an acquired plant or system, consideration shall be given exclusively to the value of the physical property acquired. (2) The cost to the Company of any property part of which constitutes additional property and part does not, and all of which is acquired for a consideration not divided between the two sucli parts thereof, in all other cases may be allocated by the Company and such allocation may be accepted by tlie Trustee upon the furnishing to the Trustee of evidence of the character of the evidence herein re¬ quired concerning the fair value of additional property. Section 4, Additional property shall include only p^’op- erty subjected to the lieu hereof as a first lieu (except liens for taxes not yet due) or as a lien subject only to divisional liens as liereinafter defined; provided, however, that no bonds shall be issued under this article in respect of addi¬ tional pi-operty subject to any divisional lieu. Section 5. (1) I>onds may not be issued under this article unless the net earnings of the Company, calcu¬ lated as provided in this section, for twelve consecutive calendar months within the fifteen calendar months im¬ mediately preceding the application for certification and delivery of such bonds, shall be in the aggregate not less than whichever is the greater of the following: (u) one’and three-quarters (l^) times the annual interest charges upon all bonds already outstanding under this indenture and those applied for and upon Cost of property part of which not additional property. Lien hereof upon additional property. Net earnings requirement. Article III. Section 5. 56 Net earnings defined. 12^% allow¬ ance for all outstaudiiig’ divisional lien bonds not deposited with the Trustee, or (6) ten per centum (10%) of the aggregate prin¬ cipal amount of all such bonds, including divisional lien bonds as aforesaid. (2) Net earnings shall mean net income from all sources; provided, however, that outside net earnings shall not be included to an amount exceeding fifteen per centum (15%) of the total net earnings. Outside net earnings means all outside earnings less expenses properly charge¬ able thereto. Outside earnings means all income from securities and from properties leased to the Company, (whether or not the same or the Company’s interests therein are a part of the mortgaged property), plus all other income, if any, not arising from the mortgaged prop¬ erty; and rentals paid by the Company on such leased properties and the Company’s operating expenses in con¬ nection therewith shall be deducted in determining out¬ side net earnings. Expenses to be deducted in determin¬ ing net earnings (other than outside net earnings) shall include expenses for repairs and maintenance, including the entire allowance for renewals and replacements herein¬ after specified, insurance, taxes and all operating and other expenses and rentals not properly chargeable against outside earnings; and if expenses properly chargeable against outside earnings exceed* outside earnings, the ex¬ cess shall be deducted as an additional expense. If during any such period of twelve consecutive calendar months, the income received by the Company as interest, dividends or otherwise on securities of any concern shall exceed twenty-five thousand dollars ($25,000), only so much of such income shall be included for the purposes of this subsection as shall not exceed the sums earned and available for such payments by such concern in such period. (3) The amount of the allowance for renewals and re- 57 Article III. Section 5. placenieuts to be made iu determining net earnings shall, during the three years beginning with the first day of the period of twelve consecutive calendar months referred to in the first application for certification and delivery of bonds hereunder, but not later than March 1, 1920, and thereafter until redetermined as in this sub-section pro¬ vided, be taken for the period covered by. such certificate at such amount as, added to actual expenditures for maintenance and repairs (including‘the amounts repre¬ senting the original cost of property renewed, replaced, permanently discontinued or abandoned by the Company and deducted in determining the amount of additional property, as more fully provided in sub-division (c) of sub¬ section (3) of section 6 of this article) shall equal twelve and one-half per centum ( 121 / 0 %) of the gross operating revenues of the Company (not including therein outside earnings). In no case shall expenditures by the Company for main¬ tenance, repairs, renewals and replacements in respect of properties leased to the Company, or in respect of any properties which are not a part of the mortgaged prop¬ erty, be included as expenditures made by the Company for any purpose of this sub-section. From time to time after the said three years, but not within three years from the last previous determination, such percentage of gross operating revenues may be re¬ determined, effective as of the first day of the month following such re-determination, by a board of arbitra¬ tion on application of the Company, notice having been given by the Company to the Trustee, or on the request of the Trustee delivered to the Company or on the request of the holders of at least ten per centum (10%) of all bonds secured hereby then outstanding, notice in such case having been given to the Company and to the Trus¬ tee. In case of such application by the Company or renewals and replacements. Redetermina¬ tion of allow¬ ance for renewals and replacements. Article III. Section 5. 58 Accounts. Earnings of acquired plants or systems. the Trustee it shall not be necessary or expected that any notice thereof shall be given to the bondholders by either the Company or the Trustee, except as to any bond¬ holder who has filed with the Trustee a request to be notified. Within forty days after such application or re¬ quest, the arbitrators shall be chosen and the arbitration shall proceed in the manner provided in article XIV hereof. (4) Nothing in this section shall be construed to pre¬ scribe or affect in any manner whatsoever the methods and practices of the Company in keeping its books and ac¬ counts as may be prescribed by any government authority, or shall impair by any implication the force of the cove¬ nant contained in this indenture to maintain the property of the Company. (5) In case the Company, upon or within fifteen months prior to the application for the certification and delivery of such bonds, has acquired an acquired plant or system, the operations, if any, of such plant or system may be deemed part of the operations of the Company for the purpose of determining net earnings within the meaning of this section. Certification and delivery of bonds under this article; Trustee to receive additional documents. Resolution of Directors. Sections. (1) Bonds executed by the Company and delivered to the Trustee shall, upon application by the Treasurer of the Company, be certified by the Trustee and delivered from time to time to the Treasurer of the Com¬ pany, or upon his written order, upon receipt by the Trus¬ tee of tlie documents specified in section 19 of article I hereof and the additional documents specified in this section and upon receipt by the Trustee of such other proofs, if any, as shall be required by the Trustee in respect of any pertinent facts. (2) There shall be delivered to the Trustee a certified copy of a resolution or vote of the Board of Directors of 59 Article III. Section 6. the Company stating the actual cost to the Company of the additional property included in the certificate next hereafter mentioned. (3) There sliall be delivered to the Trustee a certificate or certificates signed and verified by the President or a Vice-President of the Company and by an engineer or otlier person believed by the Trustee to be competent selected by the Company and acceptable to the Trustee (wlio may be an employee of the Company, except for the purpose of certifying to the fair value to the Company of any additional property consisting of an acquired plant or system, for which purpose he shall be a person believed by tlie Trustee to be competent and certified by an officer of the Company to be disinterested and not in the regular employ of the Company) and who in any case shall certify that lie is familiar with the matters to be certified to by liim, stating in substance as follows: (ft) That in addition to the property possessed by the Company on March 1, 1920, the Company has constructed or acquired within five years before the date of the application referred to in subsection (1) of this section, certain additional property, to be described in the certificate with reasonable detail, and with approximate dates of construction or ac¬ quisition, and that such property is desirable in the judicious conduct of the business of the Company; showing such property to be of the character speci¬ fied in sub-section (1) of section 2 of this article, and when taken with the opinion of counsel re¬ quired by sub-section (5) of this section showing also that such property conforms to the limitations expressed in sub-section (2) of section 2 of this article, except such portion thereof as is specified in sub-division (fc) of this sub-section; provided that in lieu of stating that any property has been acquired or constructed within five years before said application, the certificate may state that bonds have first become issuable hereunder in respect thereof within two years before said ajiplication. Certificate of President or Vice-Presi¬ dent and engineer or other compe¬ tent person. Acquisition of additional property. Article III. Section 6. 60 Cost and fair value. Original cost of property renewed, re¬ placed, per¬ manently dis¬ continued or abandoned. (h) That the Company has actually expended for such additional property the amount stated in the above mentioned resolution of the Board of Di¬ rectors as the actual cost thereof to the Company, and that in the signers’ opinion the amount so ex¬ pended is not in excess of the fair value thereof to the Company determined as above provided, or in case such actual cost is in excess of such fair value, then such certificate shall state in the opinion of the signers thereof, such fair value to the Company, (c) The original cost of any property which has been renewed, replaced, permanently discontinued or abandoned by the Company between the initial and terminal dates therein specified, and the amount of additional property shown by such cer¬ tificate, determined by deducting such original cost from the fair value or cost to the Company, which¬ ever is less, of such additional property. The initial date so specified shall be the terminal date of the last preceding certificate filed with the Trustee in respect of additional property under this subdivis¬ ion, whether in connection with the issue of bonds, release of property, withdrawal of money or other connection. (If the amount of additional property shown in said last preceding certificate was a minus quantity, such quantity shall be deducted in the,de¬ termination of the amount shown by such certifi¬ cate.) The terminal date so specified shall not be earlier than the last date of construction or acquisi¬ tion of any additional property included in such certificate. Only the amount ascertained after mak¬ ing the deductions in this sub-division provided shall be deemed the amount of the additional prop¬ erty for any purpose hereof. Whenever for any pur¬ pose liereof the amount of any particular item of additional property is to be ascertained so that the allocation of the deductions provided for in this sub-division becomes necessary, the original cost of property renewed or replaced shall be allocated to the item of additional property renewing or replac¬ ing the same and in all other cases the allocation shall be made in any manner determined by the Company, provided only that no deduction shall be allocated to any item of additional property falling 61 Article III. Section 6. in any of the categories i)rovide(i in sub-section (5) of section 3 of this article unless arising in respect of property falling in such category, or to any item of additional property subject to any divisional lien which is not refundable, unless arising in respect of property subject to such lien. (d) That such additional property does not in- operating elude any expenditures for maintenance or repairs or other expenses, which, in the ordinary practice of companies carrying on a business similar to that carried on by the Company, are charged to operat¬ ing expenses. (e) That there are no liens of material men or Liens, contractors upon or against such additional prop¬ erty or any part thereof, to the date of such certifi¬ cate, excepting those if any for the payment of which provision has been made. (/) That the amount of the liens or encum¬ brances, if any, upon such additional property, exclusive of liens securing taxes for the then current year, known to the signers or shown in the opinion of counsel hereinafter referred to, does not exceed an amount stated. (g) That no part of such additional property Previous use specified in such certificate has been theretofore hereunder, made the basis of any certification of bonds here¬ under, or the basis for a release of property or the withdrawal of moneys from the Trustee under any provisions of this indenture, or the basis for with¬ drawal of moneys from the trustee or mortgagee under anv divisional lien. t/ (h) Whether any portion of such additional Acquired property consists of an acquired plant or system, plants or and, if so, the certificate shall state the fair value to the Company of such portion within the limits hereinbefore prescribed. (i) Whether any portion of such additional property not property consists of property which is not for the for primary ■*■■*■ *^ or priDcip&l primary or principal purposes of the Company’s purposes of business or reasonably connected therewith or in- company’s cidental or appurtenant thereto, and if so, the cer- I'osmess. tificate shall describe such portion with reasonable detail and shall state the fair value and actual cost to the Company of such of said properties as fall Article III. Section 6. 62 Disconnected property. Short franchises. Compiiance with section 2 ( 2 ). Gas properties. Events of (lefauit. Compliance within the foregoing description and of such as do not. {]) Whether any portion of such additional property consists of property which is for the lirimary or principal purposes of the Company’s business, but which is not x)hysically connected, for some one of such purposes, by transmission or ser¬ vice line or lines—or, in case of storage basin or basins or water supply, by natural or artificial water course,—or by other means, with the prop¬ erties of the Company or of the Adirondack Electric Power Corporation as now existing, or with exten¬ sions connected therewitli, and if so, -the certificate shall describe such portion with reasonable detail and shall state the fair value and actual cost to the Company of sucli portion and of the remainder of such additional property. (/v) Whether any portion of such additional propei ty is for the primary or principal purposes of the Company’s business and consists (i)’ of an acquired lilant or system, any necessary or substan- ti^illy important franchise, leasehold or other right for the use of which expires prior to a date five years later than the latest due date of any bonds then out¬ standing or applied for, or (ii) of'property which does not comply with the requirements of sub¬ section (2) of section 2 ofi this article, and if so the certificate shall describe such portion with reasonable detail and shall state the fair value and actual cost to the Company of such portion and of the remainder of such property. (7) Whether any portion of such additional property consists of any acquired gas plants or sys¬ tems, outside the counties of Albany, Fulton, Her¬ kimer, Montgomery, Oneida, Rensselaer, Saratoga, Schenectady, Warren, and Washington, in the State of New York, or on account of permanent additions, improvements or extensions to or upon gas proper¬ ties wherever situated, and, if so, the certificate shall state the fair value and actual cost to the company of such portion and of the remainder of such property. {m) Whether any, and if so what, event of default has occurred to the knowledge of the signers. (n) Whether all the pertinent requirements, con- 63 Article III. Section 6. ditions and limitations imposed by this article III with this upon the issue of bonds for additional property are «>^ticie. complied with by the application and the documents presented in connection therewith. (4) There shall also be delivered to the Trustee a cer- Net earnings C6rtific8,tG by tificate signed and verified by the executive officer of the executive Company having supervision over its books and accounts, stating: (ft) The net earnings of the Company, calcu- Net earnings, lated as provided in section 5 of this article, for a period of twelve consecutive calendar months within the fifteen calendar months immediately preceding • the application for certification and delivery of bonds, showing in reasonable detail the calculation thereof (among.other things giving the respective amounts charged to the different distributive groups of operating expenses) and stating, in like detail, such facts as shall be necessary to evidence com¬ pliance with the i)rovisions of the said section. (b) Whether the earnings of any acquired Acquired plant or system, forming part of the additional plants or property, are included, and if so what portion of the gross earnings, expenses and net earnings certi¬ fied were those of such plant or system. (c) That the aggregate amounts expended by the Maintenance Company from March 1, 1920, or from the date of requirement, the last similar certificate, to the termination of the said period of twelve months, for maintenance and repairs, including the amounts representing the orig¬ inal cost of property renewed, replaced, perma-* nently discontinued or abandoned by the Company, and deducted in determining the amount of addi¬ tional property as more fully provided in sub¬ division (c) of sub-section (3) of this section, plus any sums which shall then be deposited with the Trustee subject to withdrawal only for purposes specified in sub-section (4) of section 2 of this ar¬ ticle, are sufficient, or are insufficient to a named extent, to equal the percentage of gross operating revenues (not including outside earnings) fixed for said period pursuant to section 5 of this article. Article III. Section 6. 64 Opinion of counsel. In no case shall expenditures by the Company for main¬ tenance, repairs, renewals and replacements in respect of properties leased to the Company, or in respect of any properties which are not a part of the mortgaged prop¬ erty, be included as expenditures made by the Company for any purpose of this sub-section. (5) The opinion of counsel (who may be of counsel to the Company), selected by the Company and acceptable to the Trustee, setting forth in his opinion either that the Company has already acquired such additional property, free and clear of any liens or encumbrances, except such as are stated, and which of those stated (except taxes for the then current year) are prior to the lien of this in¬ denture, and that such property has been subjected (by means of a supplemental indenture, if in the opinion of such counsel such supplemental indenture is necessary) to the lien of this indenture, as a first lien, or as a lien subject only to certain prior liens which shall be clearly described, or that upon execution and delivery of such deeds or instruments as may be designated in said opinion, and approved by such counsel, which are to be delivered prior to or concurrently with the delivery of the bonds to be certified against the same, the Company will have ac¬ quired such additional property and the same will be so subjected to the lien of this indenture; and setting forth that the Company is legally authorized to own and operate such property with respect to which the certification of bonds is so requested and all such other facts and matters of opinion as shall show compliance in all respects with the provisions of subsection (2) of section 2 of this article, and, if the additional proi^erty includes an acquired plant or system to the profitable operation of which any fran¬ chise, leasehold or other right is substantially important, that such franchise, leasehold or other right extends to or beyond a date five years later than the latest due date of 65 Article III. Section 6. any bonds then outstanding hereunder or applied for, or if not, the date of the expiration thereof. (6) The certificates and opinion required by sub-sections (3), (4) and (5) of this section shall each refer to this indenture and recite that all statements made therein are true with reference to all pertinent definitions and uses of words and phrases in this article. (7) The resolution, certificates and opinion referred to in subsections (2), (3), (4) and (5) of this section shall, except as in this subsection provided, be filed with the Trustee not earlier than ninety (90) days before the appli¬ cation referred to in subsection (1) of this section or, as the case may be, the application or request of the Company that the additional property covered thereby be used as the basis of a release of property or the withdrawal of moneys from the Trustee under any provisions of this indenture. In the case, however, of additional property consisting of an acquired plant or system, such resolution, certificates and opinion, other than the certificate provided for in said subsection (4), shall be filed with the Trustee not later than twelve (12) months after the date of the acquisition by the Company of such property. (8) IS^otwithstanding the provisions of the preceding or any other sub-section of this section the Company shall always be at liberty to file with the Trustee resolutions, certificates and opinions additional to those originally filed in respect of any additional property, for the purpose of evidencing subsequent changes in respect thereof or in respect of the availability thereof as a basis for the issue of bonds, release of property, or withdrawal of moneys from the Trustee hereunder. Statements to be made with reference to this article. Documents to be filed within 90 days before application. Additional resolutions, etc., from time to time. Article IV. Section 1. 66 Issue of bonds for divisional lien property. Article III to be complied with. Value and cost of divisional lien property. ARTICLE IV. Issue op Bonds for Divisional Lien Property. Section 1. Additional bonds may be issued pursuant to the provisions of this article for additional property becom¬ ing subject to the lien of this indenture though not as a first lien provided that (u) the provision required in this article is made for the discharge of the prior liens (herein referred to as divisional liens) on such additional property, and (h) the obligations secured by such divisional liens (herein referred to as divisional lien bonds) do not exceed twenty-five per centum (25%) of the ajmount of such additional properties, and (c) the principal amount of all divisional lien bonds does not exceed twenty-five per centum (25%) of the aggregate principal amount of the bonds at the time outstanding hereunder, all as more fully provided in this article and subject to the exceptions expressed in this article. Section 2. All the provisions and requirements of article III, except the requirement that additional prop¬ erty be subjected to the lieu of this indenture as a first lien, shall apply to the issue of bonds under this article. If the Company shall acquire additional property subject to any liens (which thereupon become divisional liens under the provisions hereof), the value thereof to the Company shall be determined for the puiqioses of this article as if such property were free of such liens, and the principal amount of obligations secured thereby (and thus becoming divisional lien bonds) shall be included as a part of tiie cost to the Company of such additional property. If the 67 Article IV. Section 2. Company shall acquire additional property which becomes subject to some existing divisional lien by reason of its attachment to real property subject thereto or otherwise, the value and cost thereof to the Company shall be deter¬ mined for the purposes of this article as if such property did not become subject to such divisional lien. Sections. (1) Bonds executed by the Company and delivered to the Trustee shall, upon application by the Treasurer of the Company, be certifie’d by the Trustee and delivered from time to time to the Treasurer of the Com¬ pany, or upon his written order, if applied for in respect of any additional property, notwithstanding the existence of any lien on such additional property at the time of the acquisition thereof, which thereupon becomes a divis¬ ional lien, or, as the case may be, notwithstanding that the same upon the construction or acquisition thereof by the Company shall become subject to some existing divisional lien by reason of its attachment to real property subject thereto, or otherwise,—provided, however, that the other requirements of section 19 of article I, of article III and of this article with respect to the issue and certification of bonds have been complied with by the Company, and pro¬ vided further that the Company shall then or theretofore have deposited with the Trustee an amount in money equal to the principal amount of the outstanding divisional lien bonds secured by said divisional lien and not pledged with the Trustee and any interest matured and unpaid. Such amount shall be applied by the Trustee to the payment of such divisional lien bonds and interest when and as the Company so directs, and pending such application shall be held by the Trustee as a part of the mortgaged property. (2) The Trustee shall at the request of the Company in lieu of requiring the deposit by the Company of all or any part of the money in sub-section (1) of this section re- Certiflcation and delivery of bonds . under this article. Money to be deposited Avith Trustee, or bonds withheld. Article IV. Section 3. 68 Refundable divisional liens. quiyed to be deposited, withhold for the refunding of such divisional lien bonds an equivalent amount, at their face value, of the bonds which have been applied for and would forthwith be issuable consistently with all provisions of this article but for such requirement for deposit, certifying and delivering only the balance, if any, of the bonds so applied for; provided, however, that the provisions of sec¬ tion 19 of article I hereof need not be complied with in respect of any bonds so withheld until the issue thereof. Upon any subsequent application for the issue of bonds under said subsection, bonds withheld under this subsec¬ tion shall, for the purposes of the said subsection, be con¬ sidered equivalent to the deposit with the Trustee of money equal to their principal amount. (3) If money shall have been deposited or bonds with¬ held under the provisions of this section to an aggregate amount equal to the aggregate principal amount of the outstanding divisional lien bonds secured by any divisional lien, such divisional lien shall be included in the phrase refundable divisional lien wherever herein used and the divisional lien bonds secured therebv shall be included in t/ the phrase refundable divisional lien bonds wherever herein used. Restriction on amount of divisional lien bonds on particular property. Section 4. (1) If any additional property in respect of wliicli the issue of any bonds is applied for under section 3 of this article is subject to a principal amount of divis¬ ional lien bonds which, after deducting therefrom all money deposited by the Company with the Trustee under said sec¬ tion in respect of said divisional lien bonds, is greater than twenty-five percentum (25%) of the amount of such ad¬ ditional property, then and in that case no bonds shall, except as provided in subsection (2) of this section, be certified hereunder (and accordingly none shall be avail¬ able for withholding under subsection (2) of section 3 69 Article IV. Section 4. of this article) in respect of such additional property until the amount of such divisional lien bonds less the amount of the money so deposited with the Trustee and remaining on deposit at the time, is no longer greater than twenty-five per centum (25%) of the sum of (a) the amount of such additional property at the time of the acquisition thereof by the Company and (b) the amount of any further ad¬ ditional property acquired by the Company and becoming subject to the same divisional lien; and then and from time to time thereafter bonds may be certified and delivered (and accordingly be available for withholding) under tlie said section 3 of this article. (2) In case, however, such additional property consists of any individual acquired plant or system in any of the counties of Albany, Fulton, Herkimer, Montgomery, Oneida, Eensselaer, Saratoga, Schenectady, Warren and Washington in the State of New York, or of additions, improvements or extensions thereto becoming subject to aii}^ divisional lien thereon, bonds may be certified and delivered in respect thereof or be available for withholding to refund divisional lien bonds thereon under the said section 3, notwithstanding non-compliance with subsection (1) of this section if, but only if, the outstanding amount of the divisional lien bonds on such individual property not deposited with the Trustee, minus the amount of money deposited by the Company with the Trustee under section 3 of this article in respect of said divisional lien bonds, does not at the time exceed two million five hundred thou¬ sand dollars (|2,500,000). Section 5. No bonds shall at any time be issued under section 3 of this article (and accordingly none shall be available for withholding under subsection (2) of section 3 of this article) if the aggregate outstanding principal amount of divisional lien bonds not deposited with the Restriction on aggregate amount of divisional lien bonds. Article IV. Section 5. 70 Trustee hereunder, minus the total amount of money de¬ posited with and then held by the Trustee under section 3 of this article in respect of any thereof, after such issue wmuld exceed twenty-five i)er centum (25%) of the princi¬ pal amount of all bonds outstanding hereunder, or ten million dollars (|10,000,000), whichever is greater. The provisions of tliis section shall not be construed to permit the acquisition of any property subject to such an amount of divisional lien bonds as to create such an excess. Adirondack Electric Power Cor¬ poration and Kanes Palls Electric Company, bonds. Section 6. If the Com])any shall acquire the property of the Adirondack Electric Power Corporation or of the Kanes Falls Electric Company, the following mortgages or deeds of trust, namely : («) Adirondack Electric Power Corpora¬ tion to New England Trust Company, dated January 1, 1912, 15,000,000 J. C. McIntyre to Patrick Cortney, dated June 15, 1888, assigned to Flora L. Patterson Eugene L. Ashley to Caroline Mason, dated September 19, 1894, assigned 1600 to Virginia M. Gow Eugene L. Ashley to Myra A. Butler, |1,000 dated September 5, 1895 Kanes Falls Pulp Company to Edgar T. Brackett, dated November 29, 1899, 1175 assigned to Josephine Cook Kanes Falls Electric Company to Co¬ lumbia Trust Company, dated June 125,000 27, 1905 1151,225 as the case may be, shall be refundable divisional liens, and the principal amounts of bonds and obligations now outstanding thereunder respectively, as indicated in the foregoing table, shall be refundable divisional lien bonds; • and the provisions of sections 4 and 5 of this article. 71 Article IV. Section 6. and the requirement of section 3 of this article for a deposit of money or withholding of bonds, shall not apply thereto. Section 7. Any of the money deposited or bonds with¬ held under section 3 of this article against any divisional lien bonds shall, in the case of money, be paid by the Trus¬ tee to the Company in. accordance with the provisions of sub-section (3) of section 3 of article VI hereof, or, in the case of bonds, shall be certified and delivered by the Trus¬ tee to the Company in accordance with the provisions for refunding contained in article V hereof, and upon the pledge hereunder, or, if the pledge hereunder is not possible and the Company shall furnish the Trustee evidence of that fact satisfactory to the Trustee, the cancellation, of a like principal amount of such divisional lien bonds, provided that the requirements both of section 4 and of section 5 of this article shall have been complied with at or after the time of the acquisition by the Company of the additional property upon which such divisional lien bonds are secured by lien prior to that of this indenture; and provided, further, that the balance of such money and bonds (the latter taken at their principal amount) shall not be less than the principal amount of such divisional lien bonds remaining outstanding and not pledged hereunder. Section 8, Any divisional lien bonds received by the Trustee uncancelled shall be kept alive and shall continue to be held by the Trustee subject to the lien of this inden¬ ture. Neither the principal nor the interest of any such bonds shall be collected or shall be required to be paid, unless and until proceedings shall have been instituted to enforce the divisional lien securing such bonds; but then and thereupon all such bonds then so deposited, uncan¬ celled, and all interest thereon maturing on or subsequent to the date upon which the default was made for which Disposition of money de¬ posited and bonds withheld. Divisional lien bonds received by Trustee. Article IV. Section 8. 72 Discharge of divisional liens. such proceedings sliall have been instituted, shall be en¬ titled to payment, and payment thereof shall be enforced, while such default continues, ratably and equally with all of the other bonds of said issue not deposited with- the Trustee. The proceeds of such payments shall be held by the Trustee as additional security under this indenture and upon the trusts herein declared. All interest matur¬ ing upon any such deposited bonds prior to any such default shall be deemed to have been paid and satisfied, and, upon request of the Company, the coupons represent¬ ing such last-mentioned interest shall be cancelled by the Trustee and delivered to the Company. Section 9. When all the divisional lien bonds secured by any one divisional lien and not pledged with the Trus¬ tee shall have been paid or discharged, the pledged bonds shall not be presented for payment, but the Company shall, as soon as possible (if there are no divisional lien bonds outstanding secured by a junior lien on the same property), cause such divisional lien to be discharged of record, and the Trustee, if furnished with an opinion of counsel (who may be of counsel to the Company) selected by the Company and acceptable to the Trustee, that there are no divisional lien bonds outstanding secured by a junior lien on the same property, shall deliver to the Company for such purpose all of such divisional lien bonds held by it and may take any action which it deems appropriate to procure the discharge of record of such lien. The Trustee shall be furnished with evidence of such discharge in the forms of a certificate of the President or a Vice-President of the Company and an opinion of counsel who may >be counsel of the Company as to the sufficiency of such dis¬ charge, and thereupon any bonds withheld pursuant to this article in respect of such divisional lien bonds shall be certified and delivered to the Company and any 73 Article IV.—Article V. money deposited in respect thereof shall be repaid to the Company. Section 10. The cancellation of divisional lien bonds Proof of pursuant to section 7 of this article may be proved by cancellation any evidence satisfactory to the Trustee, which may con- ifen^bonX^^ sist of a certificate of the trustee or mortgagee under the divisional lien securing the same. The amount of divisional lien bonds on any property may be proved by an opinion of counsel (who may be of counsel to the Company) selected by the Company and acceptable to the Trustee. ARTICLE V. Issue of Bonds for Refunding Purposes. • Section 1, Additional bonds may be issued pursuant issue of bonds to the provisions of this article for the purpose of refunding pu^rpfses!^^°^ a like principal amount of other bonds secured hereby or, if and when authorized by article IV hereof, of refundable divisional lien bonds, all as more fully provided in this article. Section 2, Bonds may be issued pursuant to the pro- what bonds visions of this article for the purpose of refunding, by pay- abL!^ ^ ment, purchase, exchange, redemption or otherwise retir¬ ing, a like principal amount of (u) bonds then outstanding hereunder, or (b) divisional lien bonds referred to in section 6 of article IV hereof, or (c) other refundable divisional lien bonds (the bonds to be issued in this case shall be the bonds with¬ held under article IV hereof to refund such refund¬ able divisional lien bonds). Article V. Section 2, 74 provided that such payment, purchase, exchange, redemp¬ tion or other retirement has not been used as the basis for the issue of any bonds hereunder or as the basis for the payment of any moneys to the Company by the Trustee or by the trustee or mortgagee under any divisional lien. Documents Trustee is to receive before certifying bonds for refunding purposes. Sections, (1) Bonds executed by the Company and delivered to the Trustee shall, upon application by the Treasurer of the Company, be certified by the Trustee and delivered from time to time to the Treasurer of the Com¬ pany, or upon his written order, upon receipt by the Trus¬ tee of the documents specified in section 19 of article I hereof and of the additional documents and evidence speci¬ fied in this section, and upon receipt by the Trustee of such other proofs, if any, as shall be required by the Trus¬ tee in respect of any pertinent facts. (2) There shall be delivered to the Trustee a certified copy of a resolution or vote of the Board of Directors of the Company, describing the bonds to be refunded and certifying that the acquisition, payment or retirement thereof has not been used as the basis for the issue of any bonds hereunder or as the basis for the payment of any moneys to the Company, by the Trustee or by the trustee or mortgagee under any divisional lien. (3) There shall be delivered to the Trustee evidence satisfactory to the Trustee that of the bonds to be refunded a principal amount equal to the principal amount of the refunding bonds to be certified and delivered has been, or concurrently with the certification and delivery of such refunding bonds will be, cancelled or deposited with the Trustee. 75 Article VI. Section 1. ARTICLE VI. Issue op Bonds for Money. Section 1. If at any time the Company desires to an¬ ticipate the issue of bonds for additional property or for refunding purposes under any provision hereof, and if in the former case the net earnings requirements of article III are met, additional bonds may be issued pursuant to the provisions of this article and subject to the limitation of amounts contained in section 4 thereof, upon the deposit* with the Trustee of money equal to the principal amount of such bonds, and such money may be withdrawn by the Company for additional properties or for refunding pur¬ poses as the case may be, all as more fully provided in this article. • Section 2, (1) Bonds executed by the Company and delivered to the Trustee shall, upon application by the Treasurer of the Company, be certified by the Trustee and delivered from time to time to the Treasurer of the Com¬ pany, or upon his written order, upon receipt by the Trus¬ tee of the documents specified in section 19 of article I hereof and of the money and additional documents speci¬ fied in this section, and upon receipt by the Trustee of such other proofs, if any, as shall be required by the Trus¬ tee in respect of any pertinent facts. (2) There shall be delivered to the Trustee a certified copy of a resolution or vote of the board of directors of the Company stating whether the application is to antici¬ pate the issue of bonds for additional property or to antici¬ pate the issue of bonds for refunding purposes, and in the latter case specifying the bonds to be refunded, which shall be such as are referred to in section 2 of article V hereof Issue of bonds for money. Documents Trustee is to receive before certifying bonds for money. Article VI. Section 2. 76 and shall be not less in principal amount than the bonds applied for, and stating the manner in which the same are to be retired, whether by purchase, call for redemption, payment at maturity or otherwise. (3) There shall be delivered to the Trustee a sum of money equal to the principal amount of the bonds applied for. (4) There shall be delivered to the Trustee in case the application is to anticipate the issue of bonds for addi¬ tional property, a certificate such as is required in sub¬ section (4) of section 6 of article III hereof, covering the * matters referred to in subdivisions (a) and (h) of said sub-section. Disposition of money deposited. Section 3. (1) Money deposited with the Trustee pur¬ suant to the provisions of tliis article shall be held by the Trustee as part of the mortgaged property and shall be repaid to the Company, or upon its w^ritten order, pursuant to the provisions of this section, upon application by the Treasurer of the Company accompanied by a certified copy of a resolution or vote of the board of directors of the Com¬ pany requesting such payment and by the other documents and evidence specified in this section. (2) Money deposited upon an application to anticipate the issue of bonds for additional property shall be repaid to the Company in respect of additional property in lieu of and in amounts equal to the principal amount of bonds wliich would otherwise be issuable under the provisions of article III or of article IV hereof in respect of such addi¬ tional property, and only under the conditions under which such bonds would be issuable, except that the limitations as to net earnings particularly set forth in section 5 of article III shall not be applicable. Additional property used as a basis for the withdrawal of money under this sub-section shall for the purposes of sub-section (5) of sec- Article VI. Section 3. tion 2 of article III be considered to liave been used as the basis for the issue of bonds of a i)rincipal amount equal to the amount of money so withdrawn, and no money sliall be repaid to the Company if such repayment would involve a violation of the said sub-section when applied as pro¬ vided in this sentence. Each application for the repayment of any such money shall be accompanied by the documents specified in section G of article III hereof, except those specified in section 19 of article I hereof; provided that the certificate re¬ quired by sub-section (4) of said section need not cover the matters referred to in subdivisions (a) and (6) of said sub-section. (3) Money deposited upon an application to anticipate the issue of bonds for the purpose of refunding any bonds shall be repaid to the Company in respect of the refunding of such bonds in amounts equal to the principal amounts of the bonds to be refunded. Each application for the repayment of any such money shall be accompanied by the documents and evidence speci¬ fied in section 3 of article V hereof, except those specified in section 19 of article I hereof. Section 4. The Trustee shall not at any time certify and deliver bonds under this article when compliance with the requirements of this article would result in the Trus¬ tee’s holding moneys received under this article to antici¬ pate the issue of bonds for additional property, in excess of five million dollars (|5,000,000) principal amount or ten per centum (10%) of all bonds outstanding hereunder, whichever is greater. Limitation on issue of bonds for money. Article VII. 78 ARTICLE VII. Call and Redemption of Bonds. Bonds redeemable. Call and notice. Except as may be otherwise determined in respect of any series at the time of the authorization thereof, the Company may call and retire the bonds issued and outstanding hereunder, or the bonds of any series, as a whole, or may call and retire any bonds selected by the Trustee by lot from any particular series, on any interest day before maturity at the option of the Company, by the payment of the principal thereof and interest then accrued and such premium on the principal thereof as is stated in the respective bonds. Notice of such call, which in case of a call of less than all the bonds of any particular series shall specify the numbers of the bonds to be called, shall be published once each week for three successive weeks in one or more news¬ papers of general circulation published in Boston, Mas¬ sachusetts, and in one or more newspapers of general circulation published in the Borough of Manhattan, City of New York, and in one or more newspapers of general circulation published in the county where the principal place of business of the Company is located, the first pub¬ lication to be not less than sixty (60) days prior to the date fixed for such payment, and by mailing notices of such call to all registered holders of bonds to be called at* their respective registered addresses, not less than sixty (60) days prior to the date so fixed for such payment. In the case of the call of bonds payable also or only in any place or places outside the United States of America, such publication shall also be made in a newspaper or news¬ papers of general circulation published in the place or places outside the United States of America where such bonds are made payable. 79 Article VII.—Article VIII. The Compauy, prior to the date fixed for such payment, and in due time for remittance to the place or places of such payment, shall deposit with the Trustee a sum of money sufficient for the redemption of the bonds so called. Interest on the bonds so called shall cease from and after the date fixed for such payment, provided said sum of money shall have been so deposited and the notice herein¬ before mentioned shall have- been duly given, and there- after the holders thereof shall not be entitled to any benefit of or from this indenture except to require of the Trustee an accounting for the amount so deposited. In case any question shall arise as to whether or not any such notice shall have been sufficiently given, such question shall be decided by the Trustee, and its decision shall be final and binding upon all parties in interest. All bonds redeemed and paid under this article shall be can¬ celled and shall not be reissued. ARTICLE VIII. Possession and Use op Property before Default. Until the happening of some one or more of the events of default enumerated in section 1 of article XI hereof, the Company shall be suffered and per¬ mitted to possess, operate, use, maintain and enjoy all the franchises, rights^ and property of every kind conveyed by this mortgage or deed of trust and every part thereof (except any certificates of stock, bonds, notes and other evidences of indebtedness which may at any time be pledged hereunder), with the appurtenances thereto, and to take and use the income, rents, issues and profits thereof, with power in the ordinary course of business to sell and dispose of, use and consume materials and supplies and Deposit of redemption price with Trustee. Company to retain possession of property. Article VIII.—Article IX. 80 Covenant to pay principal and interest. To perform all obligations. Not to extend interest. To cancel coupons etc. owned by Company at maturity. deal with contracts and choses in action relating thereto (but with franchises only as herein authorized). If at any time any stock or other securities, except such bonds as are required by this indenture as originally executed to be deposited hereunder, shall be so pledged, the respective rights therein of the Company, the Trustee and the bond¬ holders may be fixed by supplemental indenture. AKTICLE IX. Certain Covenants op the Company. Section 1. The Company covenants and agrees to pay without extension, the principal and interest of all bonds hereby secured as and when the same shall become due and payable according to the tenor of said bonds and the interest coupons thereon, if any. The Company fur¬ ther covenants and agrees to perform all the obligations herein and in said bonds by it required to be performed. The Company covenants and agrees that it will not directly or indirectly extend or assent to the extension of the time for payment of any coupons or interest upon any bonds, whether by purchase or funding of coujions or by any other arrangement. Xo coupon or instalment of interest, the time of payment of which is so extended whether or not through action of the Company, and no coupon not accompanied by its bond, shall be entitled to the se¬ curity of these presents except subject to the prior payment in full of all other coupons and instalments of interest and of the principal of all bonds. If any coupons or claims for interest on any of the bonds secured hereby shall be owned by the Company at or after the maturity of such coupons or claims for interest, then such matured coupons or claims for interest shall not be entitled to the benefit or security of this indenture, and the Company covenants that all 81 Article IX. Section 1. such coupons and claims for interest so owned by it at or after their maturity shall be cancelled promptly. The Company further covenants and agrees to pay, or cause to be paid, without extension, all principal and inter¬ est as and when the same is due and payable upon any di¬ visional lien bonds for the payment of which the Company is liable as maker or guarantor or upon a contract of as¬ sumption or otherwise, or upon any divisional lien bonds secured by divisional lien covering, as a lien prior to that of these presents, any property which {a) shall have been used as a basis for the certification of bonds or a release or the withdrawal of moneys from the Trustee under any provision of this indenture, or the withdrawal of any moneys from the trustee or mortgagee under any other divisional lien, and (b) shall not have been used as a basis for a release or withdrawal of moneys from the Trustee merely in connection with the substitution thereof, directly or indirectly, for other property subject to such divisional lien. The Company further covenants to ob¬ serve or cause to be observed all the terms and conditions of any such divisional lien bonds and of the divisional liens respectively securing the same. Section 2, The Company covenants that it is lawfully seized and possessed of the property, rights, titles and in¬ terests presently mortgaged hereby and every part thereof and that the same are respectively free and clear from all liens of every nature having priority or which may become entitled to priority over the lien of these presents and that it has full power and lawful authority to sell, convey and mortgage the same, and that it will warrant and defend the lien and interest therein of the Trustee under this mortgage against the lawful claims of all and every person or persons claiming or who may claim the To pay divisional lien bonds and interest. To observe conditions of divisional liens. Of title. same. Article IX. Section 2. 82 The Company further covenants that all mortgaged property, rights, titles and interests hereafter acquired and every part thereof, except such as shall not be used as a basis for the certification of bonds, or a release, or the withdrawal of moneys from the Trustee under any provisions of this indenture, or the withdrawal of moneys from the trustee or mortgagee under any divi¬ sional lien, shall be respectively free and clear from all liens of every nature having priority or which may be¬ come entitled to priority over this indenture, except refundable divisional liens; and the Company further covenants that it shall have full power and lawful au¬ thority to sell, convey and mortgage the same, and that it will warrant and defend the lien and interest therein of the Trustee under this mortgage against the lawful claims of all and every person or persons claiming or who may claim the same, except as aforesaid. To give further assurances. To procure discharge of divisiontS liens. Section 3. The Company shall and will at any time upon request of the Trustee do, make, acknowledge and, deliver all and every such acts, deeds and assurances as may be reasonably required by the Trustee for assuring to and to the use of the Trustee, its successors and assigns, all and singular the premises hereby granted or intended so to be, or for carrying into effect the intention of these presents, or for subjecting to the lien hereof any property hereafter acquired by it. Upon the payment or discharge of all the divisional lien bonds secured by any divisional lien, the Company will procure such lien to be discharged of record, and all in¬ surance policies, funds and property of whatever nature theretofore held in any manner thereunder thereupon to be transferred and delivered to and held by the Trustee. To pay taxes. Section 4. The Company covenants to pay all valid taxes, assessments and government charges of every name 83 Article IX. Section 4. and nature assessed or laid upon the Company or upon the mortgaged property, or upon the income and profits thereof, or upon any interest therein, including the lien or interest of the Trustee, and all sums which may become due and payable under the terms of any and all licenses, franchises and municipal ordinances; and in case the Com¬ pany fails to pay any of the taxes, assessments or govern¬ ment charges herein mentioned, or any sums due or pay¬ able under the terms of any licenses, franchises or muni¬ cipal ordinances as aforesaid, within sixty days after the same shall have become due and payable—or, if such failure may cause the loss bj^ the Company of any of its licenses, rights, privileges or franchises which shall be necessary to enable it to operate and maintain as then constructed any substantial portion of its system, then forthwith upon the same becoming due and payable— the Trustee shall have the right at its option, and upon being indemnified to its reasonable satisfaction and re¬ quested by the holders of at least one-tenth of the bonds outstanding so to do, it shall be its duty, to pay all such taxes, assessments and government charges or other sums, and thereupon the Company shall repay to the Trustee the amount thereof upon demand, with interest thereon at the rate of six per centum (6%) per annum from the time the same was paid by the Trustee. The amount of any such payments by the Trustee with interest thereon as aforesaid shall, until paid, constitute a lien on the property covered by these presents, and in case of default shall be repaid to the Trustee before any payments are made on any bonds or coupons. The Trustee shall be under no obligation to make any such payment unless re¬ quested by the liolders of one-tenth of the bonds outstand’ ing and indemnified to its reasonable satisfaction. Nothing in this section contained shall require the Company or the Trustee to pay or discharge any such taxes, assess- Article IX. Section 4. 84 ments or government charges or other sums as aforesaid, so long as the validity thereof or the lawful obligation of the Company therefor shall be contested in good faith and by appropriate legal proceedings, unless such delay, in the opinion of the Trustee, will cause the mortgaged property, or some part thereof, to be lost, forfeited or materially endangered; and provided further that nothing herein con¬ tained shall be construed to prevent the surrender or can¬ cellation of any existing ordinances or franchises if the conditions of article X hereof are complied with. To deposit with Trustee all divisional lien bonds acquired. Restricting issue of divisional lien bonds. To limit total amount of divisional lien bonds. Section 5. The Company covenants that it will de¬ posit with the Trustee as a part of the mortgaged prop¬ erty all divisional lien bonds at any time acquired by it, and that it 'will not issue or cause or permit to be issued any additional bonds under the mortgage of Adirondack Electric Power Corporation dated January 1, 1912, and that it will not voluntarily permit to be issued any ad¬ ditional bonds under any other divisional lien unless all such additional bonds shall be deposited with the Trustee as a part of the mortgaged property; provided, however, that if by supplemental indenture this indenture shall be closed against the issue of additional bonds hereunder, nothing in this section shall restrict the subsequent issue of any divisional lien bonds under any divisional lien which affects, as a lien prior to that of this indenture, only property thereafter acquired. The Company covenants that, unless by indenture sup¬ plemental hereto this indenture shall first be closed against the issue of additional bonds hereunder, the total outstand¬ ing principal amount of divisional lien bonds, exclusive of such as shall be pledged hereunder, and minus the total amount of money deposited with and then held by the Trus¬ tee under section 3 of article IV hereof in respect of any thereof, shall at no time exceed twenty-five per centum 85 Article IX. Section 5. (25%) of the aggregate principal amount of bonds out¬ standing under this indenture, or ten million dollars (110,000,000) whichever is the larger amount: provided, however, that this limitation shall not prevent the acquisi¬ tion of any stocks or other securities. Section 6. The Company will not suffer any lien or charge superior or equal to the lien hereof, except divi¬ sional liens, to attach to the mortgaged property; provided, however, that the Company shall have the right to contest any such lien or charge and any obligation by virtue of which such lien or charge is claimed to exist, and pending such contest, may defer the payment or discharge thereof, provided that such security for such payment or discharge shall be given as the Trustee may require. In case the Company shall hereafter create any mort¬ gage upon the property, rights and franchises subject to the lien hereof, or upon any part thereof, such mortgage shall be and shall be expressed to be subject to the prior lien hereof upon the property, rights and franchises sub¬ ject to the lien hereof for the security of all bonds then outstanding or thereafter to be issued hereunder. Section 7 . The Company covenants that, except in the manner in article XV hereof expressly authorized, it will not in any manner, whether by consolidation, transfer, « grant or otherwise, and whether or not expressly subject to the continuing lien hereof, dispose of or lease its property as a whole or substantially as a whole. Section 8. The Company covenants that, except as provided in article XV hereof, it will continue unin¬ terruptedly to carry on its business and to use and operate its system in an efficient manner, that it will not commit, or permit or suffer others to commit, strip or waste of the mortgaged property, that it will maintain and Not to permit prior liens to attach. To make subsequent mortgages expressly subject hereto. Not to dispose of property. To carry on business. Article IX. Section 8. 86 To maintain property. preserve tlie mortgaged property and that it will at all times maintain, preserve and keep the plants, buildings, machin¬ ery, poles, wires and lines and other equipment and prop¬ erty subject to this indenture, with their j)rivileges and ap¬ purtenances, in thorough repair, good and serviceable con¬ dition, and in a state of high operating efficiency and fully supplied with all necessary equipments, and from time to time wdll make all needful and proper repairs, renewals, replacements and alterations, and will maintain a suitable reserve to provide for the retirement of its property; but nothing in this instrument contained shall be construed to prevent the Company from selling or procuring the. release of any property under the conditions and on the terms set forth in article X hereof. The Company covenants that at the end of each calendar year the sum of (d) the actual expenditures of the Company from March 1, 1920, to that time for maintenance and repairs, including the amounts representing the origi¬ nal cost of property renewed, replaced, permanently discontinued or abandoned by the Company and to be deducted in determining the amount of additional property as more fully provided in subdivision (c) of subsection (3) of section 6 of article III hereof, and (5) the amount of additional property evidenced to the Trustee for the purposes of this section, as here¬ inafter in this section provided, and ( G) the money which the Company shall then have on deposit or shall then deposit with the Trustee under sub-division (4) of section 2 of article III hereof, or under this section, shall not be less than the percentages fixed under section 5 of said article III of the gross operating revenues (not including outside earnings) of the Company up to that time. Xo additional property shall be included in the fore¬ going calculation unless there shall be delivered to the 87 Article IX. Section 8. Trustee in respect thereof tlie docuiiients specified in section G of article III hereof, except the documents specified in sub-section (4) of said section G and in section 19 of article I hereof. If, however, any amount of addi¬ tional property shall have been evidenced to the Trustee in like manner and shall at the end of such calendar year be excluded from the determination at that time of the amount of additional i)roperty under the provisions of sub-section (4) of section 2 of article III hereof, such prop¬ erty shall be deemed to have been evidenced to the Trus¬ tee for the juirposes of this section, and no further documents need be filed in respect thereof. Any additional property evidenced to the Trustee under the provisions of this section shall be excluded from the determination at any time of the amount of additional property for any other purpose hereof, other than the purposes of said sub¬ section (4), except to the extent that at such time the sum of the items referred to in subdivisions (u), (6) and {c) of this section^shall exceed the y)ercentages aforesaid, in which case to the extent of smdi excess such additional property shall no lonjj,er be so excluded. In no case shall expenditures by the Company for main¬ tenance, repairs, renewals and replacements in respect of ])roperties leased to the Company, or in respect of any I ])roy)erties which are not a part of the mortgaged prop¬ erty, be included as expenditures made by the Company for any ])urpose of this section. Moneys deposited with the Trustee under the provisions of this section may be withdrawn for the purposes speci¬ fied in said subdivision (4) of section 2 of article III hereof. The Company covenants that it will file with the Trustee within the first three months of each calendar year the report of an auditor acceptable to the Trustee and believed by the Trustee to be competent—who may be in the regular emydoy of the Company unless the Trustee To file auditor’s report with Trustee. Article IX. Section 8. 88 To comply with leases etc. To preserve franchises etc. To pay certain sums to Trustee. To insure. or the holders of fifteen per centum (15%) of the bonds outstanding hereunder request, not later than January 1 of any such year, that he be disinterested—upon the affairs of the Company during the preceding year and its condition at the end. thereof, showing in reasonable detail its earnings and expenses and assets and liabilities and in particular the amounts expended for maintenance and repairs and the amount set aside for renewals and replacements and all facts necessary to show whether the requirements of this section have been complied with. Section 9. The Company punctually will perform and comply with all the conditions, covenants, terms, stipula¬ tions and provisions of any and all leases and operating contracts to which it is a party by assignment or other¬ wise, and which are subject to the lien of this indenture or to the Company’s covenants herein. The Company further covenants that it will not do or omit to do any act or thing whereby its locations, fran¬ chises or rights may become lost or impaired or subject to forfeiture, provided, however, that it may surrender franchises, assent to the modification thereof, or procure the release thereof, all under the conditions and on the terms set forth in article X hereof. % The Company covenants that it will pay to the Trustee any sums wliich it may receive upon the termination of any grant referred to in sub-section (2) of section 2 of article III hereof. Section 10. The Company covenants to insure in re¬ sponsible companies the buildings, machinery and per¬ sonal property covered hereby against loss or damage by fire to ,such an amount sufficient to cover their value as may be deemed reasonable by the Company, and against loss or damage by boiler explosion and other accidents 89 Article IX. Section 10. against which insurance is usually carried by companies operating like properties, in such amounts as are usually carried by such companies, and all such insurance shall be made payable to and the policies therefor shall be delivered to the Trustee; provided, however, that any insurance carried by the Company the policies for which are held by the trustee or mortgagee under any divisional lien shall be deemed pro tanto a compliance with the fore¬ going provisions of this section; and provided further that with respect to any part of the mortgaged property and with respect to any of such classes of insur¬ ance, the Company, with the approval of two-thirds of the Board of Directors, evidenced by duly attested resolution filed with the Trustee, may adopt the practice of self-insurance, so-called,—namely, the practice of set¬ ting aside such insurance reserves and in such amounts as such two-thirds shall determine to be adequate. Such ap¬ proval shall specify the amount and interval of the con¬ tributions to the fund which shall be made from time to time, and shall be filed with the Trustee, and no such ap¬ proval shall be effective for a longer period than two years. Such insurance reserves shall, for the purposes of this sec¬ tion, be deemed the equivalent of policies of insurance to the extent to which they shall be accepted by the Trustee. The Trustee shall accept such insurance reserves to such extent as it thinks proper, and may in any case accept them to the extent fixed in any such approval. All moneys constituting such reserves shall, if they law¬ fully may, be deposited with and held by the Trustee un¬ less they are required to be deposited with and in fact are deposited with the trustee or mortgagee under any divisional lien. The Trustee shall invest and reinvest from time to time, as requested by the Company, any of the moneys held in such insurance reserve in bonds of public or private corporations which are legal investments for sav- Insurance reserves. Article IX. Section 10. 90 Disposition of insurance moneys. ings banks in one or more of the states of New York, Penn¬ sylvania, and. Massachusetts. All interest credited on moneys held in sncli insurance reserve or collected on the bonds in whicli such reserve is invested shall be paid over to the Company. In the event of any loss or damage against which said insurance reserves are applicable, the same, to the extent of such loss or damage, shall be held, applied and dis¬ posed of by tlie Trustee in the same manner as is here¬ inafter in this section provided with respect to insur¬ ance moneys. The amount of such loss or damage and the extent to which sucli insurance reserves are so applicable shall be determined by the Company, subject to the ap¬ proval of the Trustee. Such approval may be based upon the certificate of a person believed by the Trustee to be competent, who may be an executive officer of the Com¬ pany. In the event of any loss or damage by reason of which insurance may become payable, any payment or settlement from or with any insurance company or com¬ panies with respect thereto, which shall be acceptable to or agreed to by the Company, may be accepted and con¬ sented to by the Trustee, and the Trustee shall be in no way liable or responsible for the adjustment or collection of any insurance. All money received by the Trustee from any insurance as aforesaid shall be held by it as security for the pay¬ ment of the bonds and coupons secured hereby, provided, however, that in case the Company shall, at any time, re¬ place or repair the property so damaged or injured on account of which tlie insurance became payable or acquire additional property, which sliall not fall in any category specified in sub-section (5) of section 2 of article III hereof unless the property damaged or injured fell in such cate¬ gory, which shall not be subject to any divisional lien other than a refundable divisional lien unless the property dam- 91 Article IX. Section 10. aged or injured was likewise subject to such divisional lien, and which could, under the provisions hereof, liave been made the basis of the certification of addi¬ tional bonds hereunder, then the Trustee shall pay over . to tlie Company in instalments from time to time, upon application by the Treasurer of the Company accompanied by a certified copy of a resolution or vote of the Board of Directors of the Company requesting sucli payment, such portions of insurance money as sliall equal the cost of sucli repairs, replacements or reconstructions, or the cost or value to the Company (whichever is less) of such additional property (1) in the case of any such repairs, replacements, and reconstructions, as evidenced « by the certificate of the President or a Vice-President and the'Treasurer or an Assistant Treasurer of the Com- l)any, stating that said repairs, replacements, and recon¬ structions iiave been made and the cost thereof, and that tlie same have not been used as the basis for the issue of any bonds or for any release hereunder, or as the basis for withdrawal of any moneys b}^ the Company from the Trustee under any provisions of this indenture, or from the trustee or mortgagee under any divisional lien and, (2) in the case of any such additional property, in accordance with the requirements of sub-section (2) of section 3 of article VI hereof (except that the certificate required by sub¬ section (4) of section 6 of article III hereof may be omitted), but in amounts equal to the full amount of such, additional property instead of eighty per centum (80%) or seventy-five per centum (75%) thereof. In case the Company fails at any time to keep its prop¬ erty properly insured, as provided in the first paragraph of this section, to an amount deemed sufficient by the Trustee (insurance reserves being deemed the equivalent of policies of insurance to the amount hereinbefore in this section provided), the Trustee may, and upon When Trustee may insure. Article IX. Section 10. 92 To record. To keep books, furnish statements, and permit inspection. written request of the holders of ten per centum (10%) of the bonds then outstanding and upon being in¬ demnified against loss to its reasonable satisfaction, the Trustee shall, cause insurance to be placed thereon, and in such case the Company shall repay to the. Trustee upon demand the amount of the premiums ex¬ pended by it, together with interest thereon at the rate of six per centum (6%) per annum from the time of its ex¬ penditure by the Trustee, and the amount of such expendi¬ tures with interest until repaid to the Tr]^stee shall consti¬ tute a prior lien on the property covered hereby, and in case of default shall be repaid to the Trustee before any pay¬ ments are made on any bonds or coupons as herein pro¬ vided. The Trustee shall not be responsible for the amount of insurance or its sufficiency or be required to take out insurance except upon written request and indemnification as aforesaid. Section 11, The Company covenants and agrees to cause this mortgage or deed of trust, and every indenture sup¬ plemental hereto which may hereafter be executed, pur¬ suant to section 3 of this article or otherwise, to be re¬ corded and filed as a mortgage both of real estate and of personal property in such manner and in such places and at such times as may be required to preserve and protect the security of the bondholders’ lien hereunder on the mort¬ gaged estate and the rights and remedies of the Trustee, and the Trustee shall in no wise be liable for any failure or omission in this regard. Section 12. The Company covenants that proper books of record and account shall be kept in which full, true and accurate entries shall be-made of all dealings or transac¬ tions of or in relation to the plants, property, business and affairs of the Company, and that as often as the Trustee 93 Article IX. Section 12. may reasonably request there shall be furnished to the Trustee for information of the Trustee and the bondholders a written statement, showing accurately and in reasonable detail all earnings and expenses of, from or in connection with the mortgaged property, and the assets and liabili¬ ties of tlie Company. At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right fully to inspect any and all the mortgaged property, including all sucli books and records, and to take such * memoranda therefrom and in regard thereto as they may desire. Section 13, The Company will, while any of the bonds issued hereunder are outstanding, maintain an ' office or agency in the Borough of Manhattan, City of New York, and at such other place or places, if any, as shall have been designated in any outstanding bond issued here¬ under, where the bonds and coupons issued hereunder may be presented for payment and where notices and demands in respect to such bonds and coupons may be 'served or made, and where the Company will keep books for the transfer, exchange and registration of bonds as herein¬ before provided. From time to time, the Company will give written notice to the Trustee of the location of such offices and agencies and of any change in such locations. In default of such written notice, presentation and de¬ mand may be made and notices may be served at the office of the Trustee in the Boi*ough of Manhattan, City of New York, which in that event shall be deemed and shall be the representative of the Company for such pur¬ pose, but the Trustee shall be under no duty, obligation or liability, either to the Company or to any other person or corporation, with respect to any such presentation, de¬ mand or notice. To maintain agency in New York. I Not to dispose of bonds except in accordance herewith. Sale of obsolete equipment. Sale of materials and supplies. Article IX.—Article X. 94 Section 14. Tlie Company will not issue, negotiate, sell or (lisi)ose of. any bonds hereby secured in any manner otlier than in accordance with the provisions of this in¬ denture and of supplemental indentures, and of the agree¬ ments in that behalf herein or therein contained. ARTICLE X. Sale and Release op Property Before Default. % Section 1. Until the happening of some one or more of the events of default enumerated in section 1 of article XI hereof, the Company, without any release by the Trus¬ tee, (1) May sell or otherwise dispose of free from the lien of this indenture, any machinery, equipment, tools or implements which may have become obsolete or unfit for use, upon replacing the same with or substituting for the same new machinery, equipment, tools or implements, of value at least equal to that of those disposed of; provided that the •Company shall not under this provision sell or dispose of in any period of six successive months property exceeding in value two per centum (2%) of the aggregate face value of the bonds then outstanding hereunder, or the sum of two hundred fifty thousand dollars (|250,000), whichever is less; and provided further that the substi¬ tuted property shall not fall in any category specified in sub-section (5) of section 2 of article III hereof unless at least an equal amount of the property disposed of fell in such category, and shall not be subject to any divisional lien other than a refundable divisional ‘lien unless the property disposed of was likewise subject to such divis¬ ional lien; (2) In the ordinary course of business may deal in, sell and dispose of materials and supplies; 95 Article X. Section 1. (3) May abandon, terminate, release, or make changes or alterations in or substitutions of any and all leases, agreements, or contracts (including leases of going con¬ cerns) now subject or which may hereafter become subject to this indenture, provided, however, that noth¬ ing in this section contained shall give the Company power to make any leases of or to grant rights upon or in respect to the trust estate or to enter into any contract affecting the same except subject to the prior lien of this indenture, and that the Comi)any shall not abandon, termi¬ nate, release or make changes or alterations in or substi- • tutious of any leases, agreements or contracts which would impair the substantial integrity or efficiency of its plants and systems, and that any modified, altered or sub¬ stituted leases or contracts shall forthwith become bound by and be subject to the terms of this indenture to the same extent and in the same manner as those previously existing; provided however that the Company may so aban¬ don, terminate, release, or make changes of or alterations in or substitutions of any lease of a going concern in case no additions thereto or extensions thereof or other prop¬ erty dependent for its value thereon, shall have been used as the basis for the issue of bonds or the release of property or the withdrawal of money from the Trustee under any provisions hereof or the basis for withdrawal of money from the trustee or mortgage under any divisional ‘ lien. In case any such additions, extensions, or other property have been so used, the* Company may so abandon, termi¬ nate, release or make changes of or alterations in or substi¬ tutions of any such lease of a going concern only with the prior written approval thereof by the Trustee as not sub¬ stantially prejudicial to the interests of the bondholders hereunder. (4) May, at any time and from time to time, without any release by the Trustee, surrender or assent to the Termination or alteration of leases and agreements. Surrender of franchises. Article X. Section 1. 96 Substituted property to be subject hereto. modification of any franchise which it may hold, or under which it may be operating, provided, that (a) in the event of any such modification, the franchise, as modified, shall, in the opinion of counsel acceptable to the Trustee (who may be of counsel to the Company) authorize the con¬ tinuance of the same or an extended business in the same or an extended territory during the same or an extended or unlimited period of time and the modification, in the opinion of the said counsel and of the Board of Directors of the Company, expressed by resolution duly adopted, shall not be prejudicial to the interests of the bondholders, or (b) in the event of any such surrender, the Com¬ pany shall receive in exchange a new franchise, license or permit, which, in the opinion of counsel acceptable to the Trustee (who may be of counsel to the Company) shall authorize it to do the same or an extended business in the same or an extended territory during the same or an ex¬ tended or unlimited period of time, or after the sur¬ render of any sucli franchise, the Company shall still, under some other franchise, license or permit (subject to the lien of this indenture, and free from any lien prior thereto except any lien to which the released franchise is also subject and taxes for the then current year) have the right, in the opinion of counsel acceptable to the Trustee (wh'o may be of counsel to the Company), to conduct the same or an extended business in the same or an extended territory during the same or an extended or unlimited period of time, and the surrender, in the opinion of the said counsel and of the Board of Directors of the Company, expressed by resolution duly adopted, shall not be preju¬ dicial to the interests of the bondholders. Any new property acquired by the Company by exchange or purchase, to take the place of any property in any way disposed of under any of the provisions of this section, shall forthwith and without further conveyance become 97 Article X. Section 1. subject to the lien of and be covered by this indenture; but if requested by the Trustee the Company shall convey the same to the Trustee by proper deeds upon the trusts and for the purposes of this indenture. At any time after any event of default aforesaid, the Company may do any of the things enumerated in this sec¬ tion if the Trustee in its uncontrolled discretion shall authorize or assent to such action. No provision of this section preventing action by the Company thereunder shall be construed to prevent action by the Company under any other section of this article. ' Section 2, Until the happening of some one or more of the events of default enumerated in section 1 of article XI hereof, the Company may sell, exchange or other¬ wise dispose of any of its property or franchises at any time covered hereby, and the Trustee shall release the same from the lien hereof upon receipt by the Trustee of: (1) A copy of a resolution certified to have been adopted by the Board of Directors of the Company, requesting such release; (2) A certificate signed by the President or a Vice-Presi¬ dent of the Company and by an engineer or other person believed by the Trustee to be competent, (who may be an employee of the Company) selected by the Company and acceptable to the Trustee, made and dated not more than thirty days prior to the date of the application for such release, stating in substance (a) That the retention of such property or fran¬ chise is no longer desirable in the conduct of the business of the Company, and that the security hereby afforded will not be impaired by its release; and (b) That the property or franchise so to be re¬ sales, etc., when Com¬ pany in default. Trustee to release property on receipt of Resolution of Board of Directors. Certificate of President or Vice- President and engineer or other compe¬ tent person. Article X. Section 2. 98 Consideration. leased has or has not in the opinion of the signers any value to the Company, and if it has, the amount of such value; and the consideration for which the Company has sold or exchanged or contracted to sell or exchange such property or franchise, which con¬ sideration may be any one or more of the following, viz,, (1) cash,or (2) obligations secured by purchase money mortgage uj)on the property released, or (3) additional property wliich is in none of the cate¬ gories mentioned in sub-section (5) of section 2 of article III hereof unless the property to be released is in the same category and which is not subject to any divisional lien other than a refundable divi¬ sional lien unless the property to be released is likewise subject to such divisional lien; and that the amount of such consideration as deter¬ mined by the signers consistently with the provisions hereof is at least equal to the value to the Company of the property or franchise to be released, or if not, the amount of deficiency. Such consideration shall be set out in reasonable detail in such certificate, and if it comprises any such property, the certificate shall conform in all respects, including the quali¬ fications of the persons making the same, to the requirements of sub-section (3) of section 6 of said article III, ✓ (3) Any money or obligation stated in said certificate as the consideration received or to be received for such property or francliise to be released, plus a sum equal to the excess, if any, of the value to the Company of such property or franchise to be released over such considera¬ tion ; and if real estate or other property is included in such consideration, deeds or other instruments of conveyance, assignment or transfer sufficient, in the opinion of counsel 99 Article X. Section 2. hereinafter referred to, to subject tlie same to the lien of this indenture; (4) An opinion of counsel (who may be of counsel to the Company) acceptable to the Trustee, to the effect that any obligations included in the consideration for such release are, in his opinion, valid obligations, and that any purchase money mortgage securing the same is sufficient to afford a lien upon the property or franchise to be released, and if any property is included in the consideration for such re¬ lease, setting forth the matters called for by sub-section (5) of section 6 of article III hereof. (5) In case the Trustee shall be requested to release any franchise from the lien of this indenture, pursuant to the provisions of this section, it shall also be furnished with the opinion of counsel (who may be of counsel to the Com¬ pany), acceptable to the Trustee, to the effect that such release will not impair the right or ability of the Company to operate any of its remaining properties during a term extending to a date five years later than the latest due date of any bonds then outstanding hereunder. Notwithstanding any provisions of this section, the Company may sell, exchange or otherwise dispose of, and the Trustee shall release from the lien hereof, any prop¬ erty or franchises at any time covered hereby which may be subject to any divisional lien, whether or not the Trus¬ tee shall receive the whole or any part of the consideration therefor; provided that the other requirements of this sec¬ tion are complied with, and that any of such consideration not received by the Trustee be deposited with the trustee or mortgagee under such divisional lien. The Company covenants to deposit with the Trustee such consideration or the proceeds thereof whenever the same shall be released from such divisional lien. At any time after any event of default aforesaid, the Company may do any of the things enumerated in this Opinion of counsei. Opinion regarding franchises. Reiease of divisional iien property. Reieases, etc., when Com¬ pany in defauit. Article X. Section 2. 100 Protection of Trustee. Receiver, or Trustee in possession, may act for Company. section if the Trustee in its uncontrolled discretion shall authorize or assent to such action. Section 3. The Trustee before executing any such re¬ lease or conveyance shall not be bound to make any further inquiry as to the correctness of the matters set forth in any such resolution, certificate or opinion, unless requested in writing so to do by the holders of not less than ten per centum (10%) of the outstanding bonds, and furnished with adequate security and indemnity against the costs and expenses of hny such examination; but may do so. If the Trustee shall determine or shall be requested, as afore¬ said, to make such further inquiry, it shall be entitled to examine the books, records and premises of the Company either personally or by agent or attorney; and unless satis¬ fied with or without such examination of the truth and ac¬ curacy of the matters stated in any such resolution, cer¬ tificate or opinion and willing to accept the conclusions stated therein, the Trustee shall be under no obligation , to execute the release asked for. The reasonable expenses of every such examination shall be paid by the Company, or if paid by,the Trustee, shall be repaid by the Company upon demand, with interest at the rate of six per cent per annum, and such payment shall be secured by the lien of this indenture in priority to the lien of the bonds and coupons issued hereunder. Section 4. In case the mortgaged property shall be in the possession of a receiver, lawfully appointed, the powers hereinbefore conferred upon the Company with respect to the sale or other disposition of property covered hereby may be exercised by such receiver; and if the Trustee shall be in possession of the mortgaged property under any pro¬ vision of this indenture, then such powers may be exer¬ cised by the Trustee in its discretion. 101 Article X. Section 5. Section 5 . All mone^^s received by the Trustee under the provisions of this article or of section 10 of article IX hereof shall be held by it as security for the payment of the principal and interest of the bonds and coupons secured hereby, and shall at the option of the Company be paid over to the Company as a whole or in instalments from time to time, upon application by the Treasurer of the Com¬ pany accompanied by a certified copy of a resolution or vote of the Board of Directors of the Company requesting such payment, to the extent of the value or the cost to the Company (whichever is less) of additional property, which shall not fall in any cate¬ gory specified in sub-section (5) of section 2 of ar¬ ticle III hereof unless the property from the release of which such moneys arose also fell in such category, which shall not be subject to any divisional lien other than a refundable divisional lien unless the property in respect of which such moneys were received was likewise subject to such divisional lien, and which shall be acquired by the Company, in accordance with the requirements of sub¬ section (2) of section 3 of article VI hereof (except that, if the moneys referred to in -this section on deposit with the Trustee do not exceed two hundred fifty thousand dollars (|250,000), the certificate required by sub-section (4) of section 6 of article III hereof may be omitted), but in amounts equal to the full amount of such additional property instead of eighty per centum (80%) or seventy-five per centum (75%) thereof. Section 6. Moneys received by the Trustee in con- » nection with the release of any of the mortgaged property, if they remain in the hands of the Trustee for five years after the receipt thereof, and if there are then outstanding any bonds secured hereby which are subject to call and re¬ demption, shall be devoted without unreasonable delay to Disposition of money received by Trustee. Ketirement of bonds. Article X. Section 6, 102 Protection of purchaser. Release in case of condemna¬ tion, etc. the retirement of bonds secured hereby, and in any event . in tlie discretion of the Company may be devoted to such retirement. Section 7. In no event shall any purchaser or pur¬ chasers of any property released by the Trustee, or sold or disposed of by the Company, under any provision of this article, be required to see to the application of the purchase price or to inquire into the occurrence of the events on which the authorization of such sale or release depends. Section 8. In the event of the taking or condemnation of property of the Company by public authority, or of any sale or conveyance by the Company in lieu of such taking or condemnation and in reasonable anticipation thereof and in case such taking or condemnation proceedings might lawfully be exercised to vest such property in such grantee for the same purposes, or if the state or any municipality or other public authority shall at any time exercise any right which it may have to purchase any part of the mort¬ gaged property, the Trustee may release the property so taken or sold and shall be fully protected upon being fur¬ nished with an opinion of counsel selected by the Com¬ pany and acceptable to the Trustee (who may be of counsel to the Company) to the effect that such prop¬ erty has been lawfully taken or condemned or sold to a municipality as aforesaid, or in the case of any such sale other than to the state or to a municipality or other public authority pursuant to. any such right upon being furnished with a resolution of the Board of Directors of the Company certifying that in the opinion of such Board of Directors such sale was in lieu of and in rea¬ sonable anticipation of such taking or condemnation and was for the interests of the Company, and upon the 103 Article X.—Article XI. deposit with the Trustee, in any case, of the net proceeds of any such sale, taking or condemnation. Such net proceeds shall be held by the Trustee and may be repaid by it to the Company under the same conditions as prescribed in section 5 of this article for the repayment of moneys received by the Trustee as the proceeds of any release, except that if the proceeds of any single sale, tak¬ ing or condemnation exceed twenty-five per centum (25%) of the aggregate principal amount of bonds then outstand¬ ing hereunder, or exceed ten million dollars (|10,000,000), whichever is the lesser amount, and any such bonds are subject to call and redemption, the excess over such lesser amount shall without unreasonable delay be devoted to the retirement of such bonds. Section 9. In any case in which by any provision hereof moneys are required to be devoted to the retirement of bonds, the Company shall call bonds and the Trustee will apply the moneys to the payment thereof pursuant to the provisions hereof. « ARTICLE XI. Default and Foreclosure. Section 1. In case (1) a receiver shall be appointed for the Company or of its property or any part thereof and such receivership shall have continued for ninety (90) days, or withour such ninety (90) days’ delay in case the Company shall waive the same, or (2J the Company shall make a geheral assignment for the benefit of its creditors or be adjudged insolvent or bankrupt, or (3) default shall be made by the Company in the pay¬ ment of any bond or coupon or of interest upon any bond. Disposition of proceeds. Retirement of bonds. Events of default: Receivership. General assignment, insolvency, bankruptcy. Default in bonds or Interest. Article XI. Section 1. 104 Default in divisional lien interest. Default in divisional lien principal. Default in divisional lien covenants. Other defaults. and such default in the payment of coupons or interest shall continue for a period of ninety (90) days, or with¬ out such ninety (90) days’ delay in case the Company shall waive the same, or (4) default shall be made in the due and punctual pay¬ ment of any instalment of interest on any divisional lien bond which the Company in section 1 of article IX hereof covenants to pay, and such default shall have continued for a period of six months, or (5) default shall be made in the due and punctual pay¬ ment of the principal of any divisional lien bond which the Company in section 1 of article IX hereof covenants to pay, or (6) any other default shall be made in the observance or performance of any condition or covenant contained in any divisional lien or in any divisional lien bond which the Company in section 1 of article IX hereof covenants to pay, and by reason of such default any right of entry or other right for the enforcement of such divisional lien shall have .accrued, or (7) default shall be made by the Company in the 'due observance or performance of any other covenant, agree¬ ment or provision herein required to be observed or per¬ formed by the Company, and any such default shall con¬ tinue for a period of ninety (90) days after written notice thereof shall have been given to the Company by the Trus¬ tee or by the holders of ten per centum (10%) of all then outstanding bonds secured hereby, or without such ninety (90) days’ delay in case the Company shall waive the same or in case such default if continued will cause the loss by the Company of any of its rights or franchises which are necessary to enable the Company to operate and maintain as constructed any substantial portion of its system, (which events numbered (1) to (7) inclusive are herein referred to as events of default) ; 105 Article XI. Section 1. Then and in any such case the Trustee may do any and all of the following things, and if specifically so requested in writing by the holders of one-fourth (^) in iDrincipal amount of the bonds secured hereby then outstanding—or, in lieu of such request, if so re¬ quested in writing by the holders of one-half (^) in principal amount tlien outstanding of any particular series of bonds secured hereby, in respect of the payment of principal or interest of which series the then existing event of default shall have occurred—and reasonably in¬ demnified, the Trustee shall proceed to the foreclosure of this indenture or the enforcement of the lien hereof, but in so doing shall have the right, except as hereinafter pro¬ vided, to determine which of the methods of foreclosure or enforcement hereinafter set forth, and which are lawful, it shall adopt, and its decision upon this subject shall be conclusive: {a) The Trustee may and upon the written request of the holders of one-fourth in principal amount of the bonds secured hereby then outstanding—or, in lieu thereof, upon such request of the holders of one-half (^) in principal amount tlien outstanding of any particular series of bonds secured hereby, in respect of the payment of principal or interest of which series the then existing event of default shall have occurred —the Trustee shall, by notice in writing to the Com¬ pany, declare the principal of all of the bonds to be immediately due and payable, and upon any such dec¬ laration the same shall become and be immediately due and payable, anything in this indenture or in said bonds to the contrary notwithstanding. (6) The Trustee may enter upon the mortgaged estate or any part thereof and exclude the Company therefrom and may, by its agents, servants or attor¬ neys, have, hold, use and operate *the same, and all rights and franchises appertaining thereto; may do all things necessary for the proper management and maintenance of the mortgaged estate including any and all such repairs, renewals, replacements, altera- Requests on which Trustee is to act. Trustee may declare all bonds due. Trustee may enter and operate property. Trustee may sell property. Article XI. Section 1. 106 tions and additions as may seem to the Trustee judi¬ cious; may purchase or otherwise secure the use of sup¬ plies and equipment; may enter into agreements or arrangements regarding the mortgaged estate or the working and maintenance thereof; and generally may operate, manage and control the mortgaged estate and the business in which the same is employed in all re¬ spects in like manner and as fully as the Company could do, if this mortgage had not been made; and after deducting the operating and all other expenses and liabilities incurred hereunder or reasonably inci¬ dent to the conduct of the business and management of the mortgaged estate, and special compensation to the Trustee, shall apply the balance of income remain¬ ing so far as necessary (1) to the payment of accrued interest in default in the order of the maturity of the instalments of such interest (with interest thereon at the respective rates borne by the bonds on which the interest is in default), payments to be made ratably to the persons entitled thereto without other discrim¬ ination or preference, except as provided in section 1 of article IX hereof in respect to coupons and claims for interest funded or extended and to coupons not accompanied by their bonds, and (2) to such other payments as may then be due; and shall hold the sur¬ plus, if any, as part of the principal of the mortgaged estate. (c) The Trustee may, after entry as aforesaid, or without entry, sell or cause to be sold all the mort¬ gaged property (including any divisional lien bonds deposited under the provisions of article IX hereof, and all stocks, bonds, indebtedness, franchises, rights, appurtenances and real and personal property of every kind) as an entirety, unless otherwise provided by law, or unless the holders of a majority in principal amount of all bonds secured hereby then outstanding shall in writing request a sale in parcels, in which case the sale shall be made in such parcels as shall be speci¬ fied in such request. The Trustee shall make the sale on such terms «is it may deem advisable, to the highest bidder or bidders at public auction at such time as it shall appoint and at some designated place in the City of Xew York, or at the principal place of business of the Company (or at such other time or place, if any. 107 Article XI. Section 1. as may be required by law) having first given notice of such sale as required by law and also notice of the time and the place of such sale, with a brief general description of the property to be sold, by advertisement publislied not less than twice in each week for four suc¬ cessive weeks in one or more newspapers of general circulation published in Boston, Massachusetts, and in one or more newspapers of general circulation pub¬ lished in the Borough of Manhattan, City of New York, and in one or more newspapers of general circu¬ lation published in the county where tlie principal place of business of the Company is located; and, in case any bonds then outstanding hereunder are made payable also or only in any place or places outside the United States of America, in a newspaper or newspapers of general circulation pub¬ lished in such place or places outside the United States of America, where such bonds are made payable; and the Trustee (so far as permitted by law) may adjourn any such sale from time to time in its discretion, and, so adjourning, make such sale at the time and place to which the same shall be adjourned without further notice or publication. Upon the completion of any such sale hereunder the Conveyances. * Trustee is hereby further empowered and authorized, either in its own name or in the name of the Company, to make, execute, acknowledge and deliver to the ac¬ cepted purchaser or purchasers all necessary convey¬ ances, assignments, and transfers of the property rights and franchises so sold, and assignments of poli¬ cies of insurance thereof, and the. Trustee and its suc¬ cessors in trust are hereby appointed irrevocably the true and lawful attorney or attorneys of the Company in its name and stead to make all such necessary con¬ veyances, assignments and transfers, the Company hereby ratifying and confirming all that its said attor¬ ney or attorneys may lawfully do by virtue hereof; but the Company covenants that if so requested by the Trustee or by the purchaser or purchasers it will join in the execution and delivery of such conveyances, as¬ signments and transfers, or will execute, acknowledge and deliver confirmations thereof. As affecting the title to any prpperty purchased at any sale of the mort¬ gaged estate, the statements set forth in any affidavit Article XI. Section 1, 108 Disposition of proceeds of foreclosure sale. Payment of principal and interest. of the President or a Vice-President, or the Treasurer or an Assistant Treasurer of the Trustee and appended to the deed of conveyance, shall not be open to contra¬ diction or dispute by any party or parties, but shall conclusively be deemed to be true. Any such sale made in accordance with the provisions hereof shall be a per¬ petual bar both in law and in equity against the Com¬ pany and all persons claiming the mortgaged estate, or any interest therein, by, through or under the Com¬ pany. The purchase money or proceeds of any foreclosure sale of the mortgaged property, whether under the power of sale hereby granted or pursuant to judicial proceedings, shall be paid to and received by the Trus¬ tee, and, together with any sums which then may be held by the Trustee under the provisions of this inden¬ ture as part of the trust estate or the proceeds thereof, shall be applied by the Trustee, after deducting and retaining therefrom a sum sufficient to cover all the expenses of such sale, and all expenses or liabilities which may have been incurred by it in operating or maintaining the property of the Company, or in man¬ aging the business thereof while in possession, or other proper outlays incurred by it in or about this trust, and all taxes, assessments, charges or liens prior to the lien of this indenture as well as compensation for its own services, as follows: (i) To the payment of the unpaid interest on said bonds and to the payment of the principal of said bonds (with interest on the principal and on the overdone instalments of interest at the same rates respectively as were borne by the bonds whereof the principal or instalments of interest may be overdue) ratably to the aggregate of such prin¬ cipal and unpaid interest, without discrimination ' or preference of principal over interest, or interest over principal, or earlier issues or maturities over later issues or maturities; subject however to the provisions of subdivision (b) of this section relating to the application of current earnings re¬ ceived by the Trustee after entry, and subject to the provisions of section 1 of article IX relating to coupons and claims for interest funded or ex¬ tended and to coupons not accompanied by their 109 Article XI. Section 1. bonds. Said interest shall be computed to, and said payments shall be made on or after, the date fixed therefor by the Trustee, upon presenta¬ tion of the several bonds and coupons and stamping thereon the amount paid, if such bonds and coupons be only partly paid, and upon surrender of such bonds and coupons if fully paid. {ii) To the payment of the surplus, if any, to the Company or to such other person or persons as may be legally entitled thereto. (d) The Trustee may proceed to protect and to enforce its rights and the rights of the bondholders hereunder by a suit or suits in equity or at law, whether for the specific performance of any covenant or agreement contained herein, or in aid of the execu¬ tion of any power, or' for the foreclosure of this indenture for default in payment of interest or prin¬ cipal or both or for any other default, or for the en¬ forcement of such other appropriate legal or equitable remedy as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce its rights and those of the bondholders hereunder and to dis¬ charge its duties hereunder. (e) The Trustee, as an incident to any of the fore¬ going, or independently, may have a receiver of the mortgaged property and of the earnings, income, rev¬ enue, rents, issues and profits thereof, appointed ex parte and without notice, the Company hereby waiv¬ ing notice and agreeing that a receiver may be ap¬ pointed in any event of default, not as a matter of penalty but as a matter of contract and as part of the consideration for and the security of this indenture. (/) The Trustee may take any other action in law or in equity which it deems desirable to foreclose or enforce the lien hereof. The remedies herein conferred upon the Trustee and the bondholders are cumulative. The exercise of any rem¬ edy shall not in any manner deprive the Trustee or any holder or holders of bonds of any other remedies in law or in equity consistent with the provisions hereof. Payment of surplus to Company. Trustee may sue at law or in equity. Trustee may have receiver appointed. Remedies cumulative. Article XI. Section 1. 110 Majority of bonds may control Trus¬ tee’s action. Anything in this indenture to the contrary notwith¬ standing, the holders of a majority in principal amount of all bonds secured hereby then outstanding shall have the right from time to time to determine which one or more of the remedies or methods of procedure above mentioned or hereinafter set forth shall be taken, and to direct and control the action of the Trustee in any proceedings under this article. Waiver of default. Parties restored to former positions. Section 2. The foregoing provisions for default, how¬ ever, are subject to the condition that if at any time after an event of default, all arrears of principal and interest shall either be paid by the Company or be collected out of its property before any sale of the property shall have been made, or if any default in the observance or performance of any covenant, condition or agreement herein not relat¬ ing to payment of principal or interest shall be cured or adequate satisfaction in the opinion of the Trustee made therefor, then the Trustee may, and upon the written request of the holders of a majority in principal amount of the bonds hereby secured then outstanding shall, waive such default and its consequences, except a default in the payment of principal at maturity, and annul the effect of any declaration that the principal of the bonds secured hereby be due and payable before maturity; but no such waiver shall extend to or affect any subsequent default or impair any right consequent thereon. In case the Trustee shall have proceeded to enforce any right under this indenture by foreclosure or otherwise, and such proceeding shall have .been discontinued or aban¬ doned because of such waiver, or for any other reason, or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored to their former positions and rights hereunder in respect of the mortgaged estate and all rights and powers Ill Article XI. Section 2. of the Trustee and of the Company shall continue as though no such proceedings had been taken. No delay or omission of the Trustee or of any holder of bonds hereby secured to exercise any right or power ac¬ cruing upon or after any default, continuing as aforesaid, shall impair any such right or power or be construed to be a waiver of any such default or of any subsequent default or acquiescence therein, and every power and remedy given hereunder to the Trustee or to the bondholders may be ex¬ ercised from time to time and as often as may be deemed expedient by the Trustee or by the bondholders. Section 3. No holder of bonds secured hereby or of any claim for interest secured hereby shall have the right to institute any proceeding for the foreclosure of this in¬ denture or other proceeding to enforce the lien ^lereof or for any other remedy hereunder unless the holders of twenty-five per centum (25%) in principal amount of the bonds secured hereby then outstanding—or, in lieu thereof, the holders'of fifty per centum (50%)-in principal amount then outstanding of any particular series of bonds secured hereby, in respect of the payment of principal or interest of which series a then existing default shall have occurred—by written notice, filed with the Trustee, shall have requested the Trustee to take action in respect of the matter complained of, and shall have afforded to the Trustee a reasonable opportunity to proceed; nor unless also such holder or holders shall have offered to the Trus¬ tee satisfactory security and indemnity against the costs, expenses and liabilities which might be incurred by the Trustee in the exercise of any of the remedies herein pro¬ vided; nor unless the Trustee shall have refused or ne¬ glected to act upon such request and indemnity; and such request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions No right impaired by non-exercise. When bond- hoiders may sue hereunder. Article XI. Section 3. 112 precedent to the execution of the powers and trusts of this indenture, and to any action or cause of action for fore¬ closure or for the appointment of a receiver or for any other remedy hereunder; it being understood and intended that no one or more holders of bonds, coupons or claims for interest secured hereby shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this indenture by his or their action or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be in¬ stituted and maintained in the manner herein provided. All bonds to become due in case of sale of mortgaged property. Waiver of stay and redemption laws, etc. Section 4. In case of any sale of the mortgaged prop¬ erty, the principal of the bonds secured hereby, if not previously due, shall at once become due and payable, any¬ thing in said bonds or herein contained to the contrary notwithstanding. In case of any sale of the mortgaged property, the Com¬ pany waives the benefit of any and all stay, valuation, ap¬ praisement and exemption larws, and all right of redemp¬ tion, notsr or hereafter in force, and it covenants that it will not invoke or utilize any such law or laws in order to hinder, delay or impede the execution of any power herein granted and delegated to the Trustee, but that the Company will suffer and permit the execution of such power as though no such law or laws had been made or enacted. Purchaser may use bonds in payment. Trustee, or bondholders, may purchase. In case of any sale of the mortgaged property, the pur¬ chaser may make payment of the purchase money in bonds and matured and unpaid interest obligations secured hereby, in a sum equal to that which would be payable on such bonds and interest obligations out of the net proceeds of sqch sale, if made for money, by presenting the same so that there may be credited as paid thereon the sums so payable. In case of any sale of the mortgaged property, the Trus¬ tee or any bondholder or bondholders may bid for and pur- 113 Article XI. Section 4. chase said property, or cause the same to be purchased, and may make payment therefor, as aforesaid, and upon com¬ pliance with the terms of sale may hold, retain and dispose of such property without further accountability. In case of any sale of the mortgaged property, the receipt of the Trustee or of the court officer conducting the sale for the purchase money shall be a sufficient discharge to the purchaser, and no such purchaser, after paying such purchase money and receiving such receipt, shall be bound to see to the application of the purchase money, nor be answerable in any manner for any loss, mis¬ application or non-application thereof, or be bound to in¬ quire as to the authorization, necessity, expediency or reg¬ ularity of any such sale. The provisions of this section regarding sale of the mortgaged property shall be deemed to refer to any sale, to enforce the lien hereof, whether made under the power of sale herein granted or under some judgment or decree of foreclosure and sale or pursuant to any other judicial proceeding or otherwise. Section 5. The Company covenants that (1) in case default shall be made in the payment of the principal of any of the bonds secured hereby when the same shall become payable, whether upon maturity thereof or upon a declaration as authorized by this indenture, or (2) upon any sale of the mortgaged property or any part thereof by way of foreclosure of this indenture, whether made under the power of sale herein granted, or pursuant to judicial proceedings, or under some judgment or decree of foreclosure and sale, or otherwise. Then in either such case, on demand by the Trustee, the Company will pay to the Trustee for the benefit of the holders of the bonds secured hereby then outstand¬ ing, and of the trust estate hereunder, the principal Protection of purchaser. On certain defaults Company to pay entire principal and interest. Article XI. Section 5. 114 Action by Trustee. J uclgment not to affect lien hereof. amount of all such bonds and all amounts of interest then due or accrued thereon (with interest upon the overdue principal and instalments of interest at the same rates respectively as were borne,by the respective bonds whereof the principal or instalments of interest shall be overdue) and in addition all other amounts which may be due the Trustee under any provisions of this indenture; 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 thereof. Such action may be maintained ahd such judg¬ ment recovered either before or after or during pendency of any proceedings for foreclosure hereunder or for the en¬ forcement of the lien hereof or any other remedy here¬ under; and in case of any sale of the mortgaged property and the application of the net proceeds thereof to the pay¬ ment of the debt secured by this indenture the Trustee in its own name and as trustee of an express trust shall be entitled to recover judgment against the Company for any balance which may remain unpaid in respect of all bonds secured hereby then outstanding and all amounts of interest then due or accrued thereon, with interest upon overdue principal and instalments of interest as aforesaid, plus all other amounts which may be due the Trustee under the provisions of this indenture. No recovery of any such judgment by the Trustee, and no levy of any execution upon such judgment upon any of the mortgaged property or upon any other property, shall in any manner or to any extent affect the lien of this indenture upon the mort¬ gaged property or any of it, nor shall such recovery or levy in any manner or to any extent affect tlie lien, rights, powers and remedies of the Trustee or of the holders of the bonds secured hereby, but such lien, rights, powers and remedies of the Trustee and of such holders shall continue 115 Article XI. Section 5, unimpaired as before. All moneys thus, collected by the Trustee shall be applied in like manner as is hereinbefore provided in this article with respect to the proceeds of any foreclosure sale. Section 6. No Trustee or bondholder shall, under any circumstances, have recourse to any personal, statutory or other liability of any promoter, stockholder, director or {■ officer, past, present or future, of the Company or of any corporation with which this Company may be consoli¬ dated, or of any other successor corporation as herein defined, whether such liability now exists or is here¬ after incurred or created; but it is expressly agreed that this indenture, and the bonds, coupons, and inter¬ est and other obligations hereunder are solely corporate obligations, and each such Trustee and bondholder shall look for the payment of the bonds, coupons and interest secured hereby and for the performance of all other obli¬ gations hereunder, and for satisfaction and indemnity, solely to the corporate assets and franchises of the Com¬ pany, and such assets shall not embrace any claim which might under other circumstances be enforceable either by creditors of the Company, by a receiver, by the corporation itself, or in any way whatsoever against any person by rea¬ son of his being a promoter, stockholder, director, or officer under anv statute or other law now or hereafter in force or against a stockholder by reason of any insufficiency or insufficiencies in the payment of the capital stock; any and all personal liability of every name and nature, present or future, at common law or in equity or otherwise, being hereby expressly released and waived as a condition of, and as part of the consideration for, the execution of this indenture and the issue of the bonds and interest obliga¬ tions secured -hereby. Waiver of personal liability of stockholders, etc. Article XII. 116 Proof of action by bondholders. Execution of instruments. Ownership of bearer bonds. ARTICLE XII. Proof of Action by Bondholders. Section 1, Any request or other instrument required by this indenture to be signed or executed by bondholders may be in any number of concurrent instruments of sim¬ ilar tenor, and may be signed or executed by the bondhold¬ ers in person or by agent or attorney appointed in writing. Proof of the execution of any such request or other in¬ strument, or of a writing appointing any such agent or any attorney, or of the holding by any person of bonds issued hereunder, shall be sufficient for any purpose of this indenture, and shall be conclusive in favor of the Trus¬ tee with regard to any action taken by it under such request or other instrument, if made in the following manner, namely: (1.) The fact and date of the execution by any person of any such request, or other instrument or writing, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in any State within the United States, certifying that the person signing such request or other instrument acknowledged to him the execution thereof, or by the af¬ fidavit of a witness to such execution duly sworn to before any such notary public or other officer. (2.) The amount of bonds transferable by delivery held by any person executing any such request or other instru¬ ment as a bondholder, and the amounts, series, and num¬ bers of the bonds held by such person and the date of his holding the same (which holding the Trustee may deem to continue until the Trustee receives notice in writing to the contrary), may be proved by a sworn certificate executed 117 Article XII. — Article XIII. by the duly authorized officer or representative of any trust company, bank, or other depositary (wherever situated) which certificate may be deemed by the Trustee to be sat¬ isfactory, showing that such person had on deposit with such depositary or exhibited to it bonds described in such certificate at the date therein mentioned. (3.) The ownership of coupon bonds registered as to principal and of registered bonds without coupons may be proved by the books for the registration of such bonds kept at the office or offices of the Company or of its agent or agents. Provided, however, that the Trustee shall not be bound to recognize any person as a holder of any bond or coupon or to take any action*at his request unless such bond or coupon shall be deposited with the Trustee and his title, if disputed, is established satisfactorily to the Trustee. Section 2. Any request, pursuant to any provisions hereof, made by any person, natural or corporate, who by the provisions of this article or of section 22 of article I hereof is treated as the owner of any bond, shall bind all future holders or owners of the same bond, and of all bonds issued in exchange therefor or in lieu thereof, in respect of the matters to which such request relates. ARTICLE XIII. The Trustee. Section 1. The Trustee accepts the trusts imposed by this indenture, but only upon and subject to the terms and conditions herein set forth. The Trustee shall have a first lien hereunder prior to the bonds upon all property mortgaged or pledged and Ownership of registered bonds. Requests bind subseqtient bondholders. Acceptance of trusts. Trustee’s lien. Article XIII. Section 1. 118 Trustee need not act unless notified. Trustee need not defend suits unless requested and indemnified. upon all cash held by it under any provision of this in¬ denture for its reasonable compensation, expenses, ad¬ vances and counsel fees incurred in and about the execu¬ tion of the trusts hereby created and in the exercise and performance of its powers and duties hereunder and for the cost and expense of defending against any liability in the premises of any character whatsoever, and the Company hereby covenants and agrees to pay the Trustee reasonable compensation for its services in the premises as well as all advances, counsel fees and other expenses made or incurred in and about the execution of the trusts hereby created. The compensation of the Trustee shall not be limited to or by any provision of law in regard to the compensation of a trustee of an express trust. The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder unless specifically notified in writing of such default. The Trus¬ tee, prior to notice of default, shall be under no obli¬ gation to keep itself informed or advised as to the per¬ formance of any of the Company’s covenants, conditions and agreements herein contained, but the Trustee may re¬ quire of the Company full information and advice as to the performance of the covenants, conditions and agreements aforesaid and as to the condition of the mortgaged prop¬ erty, and shall have the right in case of neglect by the Com¬ pany of any of its obligations hereunder to attend to any matters neglected. The Trustee shall not be under any obligation to enter any appearance by counsel or in any way appear in or defend any suit or proceeding brought against the Trus¬ tee by reason of any matter or thing connected with the trusts hereby created unless requested so to do, nor until indemnified to its full satisfaction and provided with funds for so doing, but may in its discretion appear and defend such suit or proceeding without indemnity if it 119 Article XIII. Section 1, elects so to do, and in such case it sliall he compensated therefor from the trust fund, and the Company covenants and agrees to pay on demand any expenditures or liabili¬ ties so incurred by the Trustee. The Trustee may execute any of the trusts or powers imposed or conferred on it by these presents, and perform any duties required of it, by or through its attorneys, agents or employees, and shall be entitled to take, and act upon, the advice of counsel concerning all matters of the trust hereof, the construction hereof, and its duties here¬ under, and may in all cases pay such reasonable compen¬ sation as it shall deem proper to all such attorneys, agents and employees as may reasonably be employed in connec¬ tion with the trusts hereof, and the Company covenants and agrees to pay upon demand all such expenditures and liabilities so incurred. The Trustee shall not be liable for any action taken in good faith or believed by it to be within the discretion or power conferred by these presents; and it shall not be re¬ sponsible for the consequences of any oversight or error of judgment or mistake of fact or of law, nor for any acts or neglects of any person, natural or corporate, employed and selected with reasonable care; but the Trustee shall be answerable only for its own individual bad faith. In accepting the conveyance and assignment to it of the mortgaged property, whether property, franchises, rights, securities, leases, contracts, agreements, licenses, permits, or whatever it may be, and whether under this in¬ denture or some indenture supplemental hereto, the Trus¬ tee acts solely as trustee hereunder and not in its indi¬ vidual capacity; and any lessor or other party to any lease, contract, agreement, license or permit so conveyed or assigned to the Trustee, and all persons, other than the Company and the holders of bonds secured hereby, having any claim against the Trustee arising by reason of such Trustee may act by agents. Not liable for action in good faith, or for acts of agents. Not per¬ sonally liable. Article XIII. Section 1. 120 Trustee not responsible for sundry matters. Trustee pro¬ tected in act¬ ing on reso¬ lutions, certi¬ ficates, etc.; but may secure further evidence. conveyance or transfer, shall look only to the trust fund for payment or satisfaction thereof. The Trustee shall not be personally liable for any debts contracted or for damages to persons or to property or for salaries or for non-fulfilment of contracts during any period in which it may be in the possession of or manage the property as in these presents provided. The Trustee shall have no responsibility as to the validity of this indenture nor as to the lien created hereby, nor as to the making, executing, acknowledging, recording, re-record¬ ing, filing or renewal hereof, nor as to the amount or ade¬ quacy as security of the property mortgaged, nor as to the title thereto, nor as to the transfer to it of property ac¬ quired by the Company subsequently to the date hereof. And the recitals herein contained are those of the Com¬ pany, and not of the Trustee. The Trustee shall be entitled to receive the resolutions, certificates, opinions of counsel, and other writings herein provided for, as conclusive evidence of the truth of tfiie statements therein contained respectively and as full au¬ thority for the taking of any action in accordance there¬ with under this indenture, and they shall constitute full authority and protection to the Trustee; and in acting pursuant thereto, the Trustee shall be free from liability. The Trustee may accept as proof of facts for the proof of which no specific provisions are herein contained, or as to which it believes that under the circumstances the proof herein prescribed is impracticable or expensive dispropor¬ tionately to the amounts involved, a certificate of the Pres¬ ident and the Treasurer of the Company, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is neces¬ sary or expedient. The Trustee may in its discretion, at the expense of the Company, in every case secure such fur¬ ther evidence as it may think necessary or advisable, but 121 Article XIII. Section 1. shall iu no case be bound to secure or act upon the same; provided, however, that if requested in writing in any par¬ ticular case by the holders of fifteen per centum (15%) of all bonds outstanding hereunder, and furnished with ade¬ quate security and indemnity against costs and expenses, the Trustee sliall make such investigation as may be proper I under the circumstances. The Trustee may in relation to these presents act upon the opinion or advice of any at¬ torney, counsel, valuer, surveyor, engineer, accountant or other expert or competent person, whether or not disinter¬ ested, and whether retained by the Trustee, the Company, or otherwise, and shall not be responsible for any loss re¬ sulting from any action or non-action in accordance with any such opinion or adtice. The Trustee sliall be protected in acting upon any notice, request, consent, certificate, bond, order, affidavit, opinion, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons, but the Trustee may, at its own uncontrolled discretion, require further or other evidence as a condition of its taking any action thereon. No bond shall be required of the Trustee unless ordered by a Court having jurisdiction and for cause shown. The Trustee shall not be compelled to do any act here¬ under or in respect hereof unless put in funds for the pur¬ pose, and indemnified to its reasonable satisfaction against loss, cost, liability and expense. The Trustee shall not, nor shall its agents or attorneys, be liable by reason of any entry into possession of the mortgaged property, or any part thereof, to account as mortgagee in possession or for anything except actual re¬ ceipts, or be liable for any loss on realization or for any default or omission for wliich a mortgagee in possession might be liable. The Trustee may become the owner of bonds secured and shall do so if re¬ quested and indemnified. Bond not required of Trustee. Trustee need not act unless indemnified. Trustee not liable as mortgagee in possession. Trustee may own bonds. Article XIII. Section 1. Trustee’s powers not restricted. Resignation of Trustee. Appointment of successor. 122 hereby, either individually or in any fiduciary or repre¬ sentative capacity, and may act as depositary or trustee for any committee or body of holders of bonds secured hereby, all with the same rights as though not acting as such trustee hereunder. The foregoing provisions in this section contained are intended only for the protection of the Trustee, and shall not be taken to limit or affect any discretion or power given to the Trustee hereunder. Section 2. The Trustee may at any time resign this trust by written notice specifying the date when such res¬ ignation shall take effect, which notice shall be delivered to the Company’at least thirty (30) days before the date so specified, or the Trustee may at any time be removed from office by the holders of a majority in interest of the bonds secured hereby and then outstanding by an instrument or concurrent instruments in writing, signed by such holders or by their attorneys in fact, duly authorized, and delivered to the Trustee, a copy or copies thereof being delivered to the Company, In ca^e of such resignation or removal or the incapacity of the Trustee for any reason, a successor may be appointed by the holders of a majority in principal amount of the bonds secured hereby and then outstanding, by an instrument or concurrent instruments in writing signed by such holders or by their attorneys in fact duly authorized; provided, nevertheless, that in case of such vacancy the Company, by an instrument executed by order of its Board of Directors under its corporate seal, may ap¬ point a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed by the bondholders in the manner above provided, and any such temporary Trustee so appointed by the Company shall immediately, and without further act, be superseded by the Trustee so appointed by such bondholders. Every such temporary or 123 Article XIII. Section 2. successor Trustee shall be an incorporated trust company of recognized standing, in the Borough of Manhattan, City of New York, having a combined capital and surplus of not less than one million five hundred thousand dollars (11,500,000), if there be such a corporation willing and able to accept the trust upon reasonable or customary terms. The Company shall publish a notice of any such appoint¬ ment of a Trustee once in each week for two successive weeks in one newspaper of general circulation published in Boston, Massachusetts, and in one newspaper of general circulation published in the Borough of Manhattan in the City of New York. The Company shall cause to be duly recorded an in¬ strument evidencing the removal, resignation, incapacity or appointment of a Trustee. A certificate executed in the name of the Company by its President and Treasurer reciting the facts of any such vacancy or appointment and duly recorded shall be conclusive as to all pertinent state¬ ments therein contained. Any corporation into which the Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Trustee shall be a party, shall be the successor Trustee under this indenture. Upon the appointment of any successor to the trust, or upon a successor to the Trustee resulting from consolida¬ tion or merger of the Trustee, all the mortgaged property shall immediately and without conveyance or further evi¬ dence of transfer vest in such successor, but the outgoing ^Trustee shall, nevertheless, at the expense of the Company, execute, acknowledge and deliver to its successor such con¬ veyances and transfers, and make such deliveries, as may in the opinion of counsel of the Company be proper to vest or confirm in the new Trustee the mortgaged property. Mortgaged property to vest in successor. Article XIII. Section 3. 124 Trustee appointed agent of bondholders. How Trustee may serve notice. Funds in hands of Trustee. Trustee may sue without possession of bonds. Section 3. The T riistee is hereby constituted and ap¬ pointed the agent and attorney of the holders of bonds se¬ cured hereby for the purpose of making any affidavits or declarations or taking any other steps necessary or proper under any present or future law to preserve the full lien and priority of these presents. Section 4. Wlienever under these presents the Trustee is called upon to give or serve any notice upon the Com¬ pany, such notice may be given by the Trustee by deposit¬ ing in any post-office of the United States of America a copy of such notice, postage prepaid, by registered post, addressed to the Adirondack Power and Light Corpo¬ ration at the principal place of business of the Company or at its last address known to the Trustee, or by delivering to the President or the Treasurer or to any two Directors of the Company a copy of such notice. Section 5. All sums of money from time to time in the hands of the Trustee under the provisions of this inden¬ ture, pending disposition thereof in the manner herein pro¬ vided, may be deposited by it in its banking department to the credit of the Trustee hereunder, and shall draw interest at the current rate paid by the Trustee upon funds of like character held by it on deposit; and such interest shall, in the absence of default by the Company hereunder, be paid over from time to time to the Company as the same accrues. Section 6. Tlie Trustee shall have the power to insti¬ tute and to maintain such suits, actions and proceed¬ ings as it may be advised shall be necessary or expedient to prevent any impairment of the security hereunder by any acts of the Company or of others in violation of this in¬ denture or unlawful, or to preserve or protect the interests of the Trustee and the security and interest of Article XIII.—Article XIV. tlie holders of bonds secured hereby in respect of the mort¬ gaged property or any of it, or in respect of the income, earnings, rents, issues and profits thereof, including (but not hereby limiting the foregoing general power) power to institute and maintain suits, actions, or proceedings to restrain the enforcement of or compliance with or ob¬ servance of any legislative or other governmental enact¬ ment, rule or order that may be unconstitutional or other¬ wise invalid, if such enforcement, compliance or observance would impair the security hereunder or be prejudicial to the interests of the Trustee or of the holders of the l^onds secured hereby. All rights of action and other remedies under this in¬ denture, or which the Trustee may have otherwise, may be enforced by the Trustee without the possession of any of the bonds or coupons secured hereby and without the production thereof on the trial or other proceedings rela¬ tive thereto, and any such suit, action or proceeding in¬ stituted by the Trustee shall be brought in its own name. ARTICLE XIV. Arbitration. If arbitration shall be applied for or requested, as pro¬ vided in subsection (3) of section 5 of article III hereof, for the redetermination of the percentage of gross operat¬ ing revenues specified in said sub-section, the arbitrators shall be appointed and the arbitration shall proceed in the following manner: Within thirty days after the delivery of the application or request referred to in said sub-section (3) the Company shall select one arbitrator, and any hold¬ ers of ten per centum (10%) in principal amount of the bonds outstanding hereunder may nominate an arbitrator or arbitrators (unless the same bondholders shall have Arbitration. Article XIV. 126 made such noiniiiatiou in and by such request) and the Trustee shall select one arbitrator from among those so nominated, or without limitation upon its choice if no such nomination is made within said thirty days. The Company and the Trustee shall notify each other of their selection of arbitrators, and if any bond- liolders have applied for the arbitration, or joined in the nomination of an arbitrator, or filed with the Trustee a request to be notified, the Trustee shall also notify such bondholders. Within ten days additional after the end of the said first period of thirty days the two arbitrators chosen as aforesaid shall select a third arbitrator. If the third arbitrator shall not be so selected within the said ten days, application may be made by either party to a judge of the United States Circuit Court of Appeals for the Sec¬ ond District, or to such other judge as the two arbitrators previously chosen may agree upon, for the appointment of a competent and disinterested person. In determin¬ ing any questions before them, said arbitrators may con¬ sider any facts or evidence whatsoever which they in their uncontrolled judgment may deem competent or material, and the decision of a majority of said arbitrators shall be conclusive upon all parties in interest hereunder. Any vacancy in the board of arbitration shall be filled in the manner of the original appointment of the arbitrator whose place shall have become vacant. In case the questions sub¬ mitted for decision shall not be decided by the board of arbitration and their report filed with the parties thereto within sixty days from tlie date of the selection of the third arbitrator, the arbitrators shall be deemed dis¬ charged, and upon request of either party a new arbitra¬ tion may be had in like manner as aforesaid, subject to the same terms and provisions; provided, however, that if the Company, the Trustee and a majority in principal amount of the bondholders, if any, who applied for any 127 Article XIV.—Article XV. arbitration or joined in the nomination of an arbitrator therefor shall, by writings filed with the Trustee, re¬ quest that the time allowed for such arbitration be extended, it shall be extended for the shortest period specified in such requests. The expense of such arbi¬ tration shall be forthwith paid by the Company. Until such decision has been rendered by such board of arbitra¬ tion the Trustee shall be under no obligation to take any action with regard to the matter in issue or contro¬ versy, but the provisions of this indenture relating to de¬ fault shall not be in any manner suspended nor shall the rights of the Trustee or of the bondholders with respect to any acts or proceedings based upon or pursuant to any default be in any manner delayed or otherwise affected pending any such arbitration or by reason thereof. ARTICLE XV. Effect of Merger, Consolidation, etc. Section 1. Nothing contained in this indenture, or in any bond hereby secured, shall be construed to prevent any consolidation or merger of the Company with or into any corporation lawfully entitled to acquire and operate the mortgaged property, or to prevent any sale, convey¬ ance, transfer or lease subject to this indenture of all the mortgaged property as a whole or substantially as a whole to any such corporation, or to prevent successive similar consolidations, mergers, sales, conveyances, transfers and leases to which the Company or its successor or successors shall be a party or parties; provided however, and the Com- pany covenants and agrees, that if it shall enter into or make any consolidation, merger, sale, conveyance, transfer or lease as a result of which the total outstanding principal amount of divisional lien bonds not deposited with the If consolida¬ tion, etc., causes limit on divisional bonds to be exceeded, Article XV. Section 1. 128 this indenture to be closed. Lien hereof not to be impaired. Successor corporation to assume Company’s obligations. Trustee hereunder, minus the total amount of money deposited with and then held by the Trustee under section 3 of article IV hereof, would exceed twenty-five per centum (25 %) of the aggregate principal amount of all bonds then outstanding hereunder or ten million dollars (|10,000,000), whichever is the larger amount, then and thereupon it will immediately, by indenture supplemental hereto, close this indenture against the issue of additional bonds hereunder; and provided further that any consolidation, merger, sale, conveyance, transfer or lease shall be upon such terms as in no respect to impair the lien of this indenture, or any of the rights or powers of the Trustee or the bondholders here- under; and provided, further, that any such lease shall be made expressly subject to termination either by the Trustee at any time during the continuance of a default hereunder or by the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or under judicial proceed¬ ings or otherwise; and provided, further, that, upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal and interest of all of said bonds according to their tenor, and the due and punctual performance and observance of all the terms, covenants, and conditions of this indenture to be kept or performed by the Company, shall be expressly assumed by the corporation which is formed by such con¬ solidation or into which the Company shall be merged, or which shall acquire all the property subject to this indenture as a whole, as aforesaid (herein referred to as a successor corporation), by an indenture supplemental hereto in form satisfactory to the Trustee and to which the Trustee shall be a party, provided, however, that a lessee shall not be required to assume obligations to be performed after the term of the lease. Such supplemental indenture need not, however, contain 129 Article XV. Section 1. a grant by such successor corporation of its property unless it is sought to issue further bonds hereunder as pro¬ vided in section 2 of this article, but, if it does not contain a grant, as further security for all bonds secured hereby, of all its property then owned or thereafter acquired, it shall contain: (a) .A grant by such successor corporation con¬ firming the lien of these presents and subjecting to the lien hereof as a first lien, or as a lien subject only to liens affecting the property of the Company before the consolidation, merger, sale, conveyance, or trans¬ fer, and necessarily applying thereto, all repairs, re¬ newals, replacements, substitutions, alterations, bet¬ terments and improvements upon, of and for the prop¬ erty subject to the lien hereof. (b) A covenant and stipulation by such successor corporation that all property thereafter acquired by it and necessary to the full and complete performance of any covenant herein contained relating to the up¬ keep of tlie property subject to the lien hereof, or of any other covenant hereof, shall be conclusively deemed and taken to be acquired by it in performance of such covenant and to have become subject to the prior lien of these presents; (c) A covenant and stipulation by such successor corporation to keep the property subject to the lien hereof as far as practicable readily identifiable. Such supplemental indenture shall in any case stipulate that the Trustee shall not be taken impliedly to waive thereby any riglits it would otherwise have. Section 2. In case the Company, pursuant to section 1 of this article, shall be consolidated with or merged into any other corporation, or shall sell, convey or transfer, Grants and covenants by successor corporation. Issue of bonds by successor corporation. Article XV. Section 2. 130 subject to the lien of this indenture, all the mortgaged property as a whole (but not in case of any lease), the corporation resulting from such consolidation, or into which the Company shall have been merged, or which shall have received a conveyance or transfer, as aforesaid,—upon executing and causing to be recorded an indenture with the Trustee, satisfactory to the Trustee, whereby it shall as¬ sume and agree to pay the principal and interest of the bonds issued hereunder and secured hereby in accordance with the provisions of said bonds and coupons and this indenture, and shall grant and mortgage as further secur¬ ity for said bonds all property then owned or there¬ after to be acquired by it, and shall agree to per¬ form and fulfil all the terms, covenants and con¬ ditions of this indenture binding upon the Com¬ pany,—shall succeed to and be substituted for the Company, with the same effect as if it had been a party hereto as the mortgagor company, and such succes¬ sor corporation thereupon, and not otherwise, may cause to be signed, issued and delivered, either in its own name or in the name of tlie Company, and under the corporate seal of either, any or all of such bonds which shall not theretofore have been signed by the Company and certified by the Trustee; and subject to all the terms, conditions and restrictions in tliis indenture prescribed touching the certification and issuance of bonds, and upon the order of the successor corporation in lieu of the Company, the Trus¬ tee shall certify and deliver any of such bonds which shall have been previously signed by the officers of the Company and delivered to the Trustee for certification, and any of such bonds whicli the successor corporation shall there¬ after, in accordance with the provisions of this indenture, cause to be signed and delivered to the Trustee for such pur¬ pose; but bonds signed in the name of the successor cor¬ poration may at its option be certified and issued in any 131 Article XV. Section 2. or every case in lieu of any bonds previously signed by any predecessor corporation. All the bonds so issued shall in all respects have the same rank and security as the bonds theretofore or thereafter issued in accordance with the terms of this indenture, as though all of said bonds had been issued at the date of the execution hereof. The Com¬ pany covenants that if bonds are at any time issued in any new name, the Company will provide for the exchange of any bonds previously issued for bonds issued in any such new name, at the option of the holder and without expense to him. The rights of the Company and of the successor corporation to apply for the issue of bonds here¬ under in respect of the property owned by the successor corporation at the time of such consolidation, merger, sale, conveyance or transfer, and all other rights and duties of the Company and of the successor corporation in respect of such property and otherwise, shall be the same as the rights and duties of the Company would have been had it acquired such property by purchase. Section 3. Nothing herein contained shall be con¬ strued to prevent the Company from acquiring all the works, systems, franchises, property and other assets, and assuming all the liabilities, of the Adirondack Electric Power Corporation or of the Kanes Falls Electric Com¬ pany. Section 4. The Trustee shall be furnished with a cer¬ tificate of counsel (who may be of counsel to the Com¬ pany) appointed by the Company and acceptable to the Trustee, which certificate the Trustee may receive as con¬ clusive ewdence that the provisions and conditions of the foregoing sections 1 and 2, or either of them, of this article have been complied with. Company may acquire certain properties. Certificate of counsel. Article XV.—Article XVI. 132 Sale and release by successor corporation. Section 5. Any successor coriioration, on compliance with the provisions of article X hereof, shall be entitled to the benefit of said article in the same manner and to the same extent as the Company. ARTICLE XVI. Discharge. These presents shall become void (a) If the Company shall at any time call all the bonds then outstanding hereunder, giving notice and providing payment in full in accordance with the terms of the several bonds and of such provisions hereof as shall be applicable, or (h) If the Company shall well and truly pay and discharge at the maturity thereof the principal and interest of all bonds then outstanding hereunder in * the manner provided therefor in the several bonds, or pay to the Trustee a sum of money sufficient for that purpose, or (c) If the Company shall at any time deliver to the Trustee cancelled all the bonds and coupons then out¬ standing hereunder; {(1) But only if in each and every such case the Company shall have paid to the Trustee any and all sums due to the Trustee under the provisions of this indenture; and then and in each and every such case the estate, right and title of the Trustee hereby created shall utterly cease and determine, and, if the Company shall so request, the 133 Article XVI.—Article XVII. N Trustee shall execute to the Coiiipaiiy a good and sufficient release and discharge in law of this indenture and of the lien hereby created, and shall restore and surrender to the Company possession of any property of which it shall have taken possession and which it shall not have sold under and by virtue of these presents; but otherwise and until such payment and performance these presents shall be and remain in full force and effect. ARTICLE XVII. Definitions and Miscellaneous Provisions. Section 1. Except where the context or some specific provision requires a different meaning (a) The term ‘^Company” means Adirondack Power and Light Corporation, the mortgagor named herein, or any corporation resulting from the consolidation or merger of the Company with any other corporation, or any other successor corporation as herein in Article XV provided. (b) The term “Trustee” means Guaranty Trust Com¬ pany of Xew York, the Trustee herein named, or its suc¬ cessor as Trustee hereunder for the time being. (c) The term “mortgaged property” means the property covered by the lien of this indenture for the time being. {d) The term “additional property” means property of the character described in article III hereof. (e) The terms “this indenture,” “this mortgage or deed of trust,” etc., ^and “herein,” “hereof,” “hereby,” “hereunder,” “hereinbefore,” “hereinafter” refer to this indenture and not to a particular article, section, subsec¬ tion, subdivision or other portion thereof, and references to this indenture shall be understood to include also “Company.” “Trustee.” “Mortgaged property.” “Additional property.” “This inden¬ ture,” etc.; “herein,” “hereof,” etc. Article XVII. Section 1. 134 “Divisional iiens.” “Divisional lien bonds.” “Refundable divisional liens.” “Refundable divisional lien bonds.” Withdrawal of moneys. “Treasurer.” “Acquired plants or systems.” any and all indeutiires and mortgages supplemental thereto. (/) The term “divisional liens’’ means mortgages, liens and encumbrances (except taxes for the current year), of any character Avhatever, which are or may be superior to the lien of this indenture on any prosierty subject to the lien of this indenture. {g) References to property as being subject to a divi¬ sional lien mean that such property is subject to such lien as a lien prior to that of this indenture. [h] The term “ divisional lien bonds” means the obliga¬ tions, of whatever character, secured by divisional liens. (i) The term “refundable divisional liens” means divi¬ sional liens in respect of which money shall have been deposited or bonds withheld under the provisions of section 3 of article IV hereof to an aggregate amount equal to the aggregate principal amount of the outstanding divisional lien bonds secured by such divisional liens, and means also the mortgages or deeds of trust referred to in section 6 of said article IV. ij) The term “refundable divisional lien bonds” means the obligations, of whatever character, secured by refund¬ able divisional liens. {k) References to the withdrawal of moneys from the trustee or mortgagee under any divisional lien include the withdrawal of any securities from such trustee or mortgagee as well as the withdrawal of cash. (?) The term “Treasurer,’-'when referring to the Treas¬ urer of the Company, means the Treasurer of the Company and also, while acting within the scope of the powers con¬ ferred on him by law or by the by-laws of the Company or by action of its Board of Directors, any Assistant Treas¬ urer of the Company! (m) The phrase “acquired plants or systems” or “ac- 135 Article XVII. Section 1. quired plant or system” means any plant or system pur¬ chased or acquired by the Company which when so pur¬ chased or acquired shall be used or capable of use for any of the primary or principal purposes of the Company’s business, but shall not include either additions thereto or extensions thereof constructed or installed by the Company after the purchase or acquisition thereof or plants or sys¬ tems originally constructed or installed by the Company. Section 2. (a) This indenture shall bear date of the cate, first day of March, 1920, and shall be valid and effectual from that date, although executed on July 20, 1920; and (b) The bonds issued hereunder shall be valid and ef¬ fectual after the certification thereof respectively by the Trustee, although executed on a day later than their date. Section 3. The Company may execute and file with the supplemental Trustee, and the Trustee at the request of the Company shall join in, indentures supplemental hereto, to close this indenture against or restrict the issue of additional bonds hereunder, and add hereto provisions for a sinking fund or for an improvement fund or both, and further restric¬ tions upon the outstanding amount of divisional lien bonds, and other limitations and conditions in addition to those herein contained, whether applicable in respect of all bonds issued and to be issued hereunder or in respect of one or more series thereof or otherwise; provided, however, that nothing in this section shall prevent or affect the exercise, in regard to any such supplemental indenture, of the jurisdiction of the Public Service Commission of the State of IS^ew York having jurisdiction in the premises; and the Company hereby covenants that it will fully per¬ form all the requirements of any such supplemental in¬ dentures which may be in effect from time to time. No Article XVII. Section 3. 136 This inden¬ ture to benefit only parties and bond¬ holders. Bonds may have independent security. Different officers, etc. may make certificates. restriction or obligation imposed hereby or by any supple¬ mental indenture upon the Company may be waived or modified by such supplemental indentures or otherwise. i Section 4. Nothing in this mortgage or deed of trust or in the bonds issued hereunder, expressed or implied, is intended, or shall be construed, to give to any person or corporation, other than the parties hereto and the holders of bonds secured hereby, any legal or equitable right, remedy, or claim under or in respect of this mortgage or deed of trust, or under any covenant, condition or provision herein contained; all its covenants, conditions and provi¬ sions being intended to be and being for the sole and ex¬ clusive benefit of the parties hereto and of the holders of the bonds hereby secured. • Section 5. Nothing in this indenture or in the bonds issued hereunder, expressed or implied, is intended, or shall be construed, to prevent any bond secured hereby from liaving also any independent security or guaranty or the benefit of any covenants or agreements outside this indenture, concerning which a notation may or may not be endorsed thereon, and the references herein or in the bonds to the equal security hereunder of all bonds secured hereby shall not be deemed applicable to such independent security, guaranty, covenants or agreements. • Section 6. Tlie same officer or officers of the Company, or the same engineer or counsel or other person as the case may be, need not certify to all the matters required to be certified under the provisions of any article, section, sub¬ section or other portion hereof, but different officers, engineers, counsel or other persons may certify to different facts respectively. 137 Article XVII. Section 7. Section 7 . The titles of articles, any marginal notes, any table of contents, and the cover of this indenture are inserted for convenience only and are not a part of this indenture or to be used in the construction hereof. Section 8. If at any time the aggregate outstanding principal amount of divisional lien bonds shall not ex¬ ceed one-half of one per centum of the principal amount of all bonds outstanding hereunder, then, in the discretion of the Company, this indenture may be known as a First Mortgage and the bonds of any series subsequently issued hereunder, whether by way of exchange, transfer or other¬ wise, may be designated as First Mortgage Gold Bonds. Section 9, The provisions of each section and clause of this article shall apply to the construction of the whole indenture, including all sections and clauses of this article. Section 10. Pursuant to Section 259 of the Tax Law of the State of New York, the Company hereby certifies that the amount which at the time of the execution and delivery of this indenture is advanced or has accrued hereon or has become secured hereby is the sum of five million six hundred twenty thousand dollars (|5,620,000). In Witness Whereof Adirondack Power and Light Cor¬ poration has caused this indenture to be executed in its name and behalf by its Vice President and its Treasurer thereto duly authorized, and its corporate seal to be affixed and attested by its Treasurer, and Guaranty Trust Com¬ pany of New York has caused this indenture to be exe¬ cuted in its name and behalf by a Vice-President and an Assistant Secretary thereto duly authorized and its corporate seal to be affixed and attested by an Assistant Marginal notes, table of contents, etc. When First Mortgage Bonds may be issued. Application of this article. $5,620,000 advanced or accrued hereon. Testimonium. 138 Secretary under date of the day and year first above written. Executed in fifteen original counter parts. ADIRONDACK POWER AND LIGHT CORPORATION. HENRY W. PECK, Vice President. DARIUS E. PECK, Treasurer. By [Corporate Seal] And by Attest Darius E. Peck, Treasurer. Signed, sealed and delivered by Adirondack Power and Light Corporation in presence of Richard S. Pattee. GUARANTY TRUST COMPANY OF NEW YORK. By [Corporate Seal] And by Attest E. C. HEBBARD, Vice-Presiden t. J. D. HERR, Assistant Secretary E. P. Davis, Assistant Secf'etary. Signed, sealed and delivered by Guaranty Trust Company of New York in presence of John A. Lyon. 139 State of New York County op Schenectady On the 20th day of July in the year 1920, before me per¬ sonally came Henry W. Peck and Darius E. Peck, to me known, who being by me duly and severally sworn did depose and say that they reside in Schenectady and in Schenectady, respectively; that they are the Vice- President and Treasurer respectively of the Adirondack Power and Light Corporation, the corporation described in and which executed the above instrument; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corpora¬ tion; and that they signed their names thereto by like order. [Notarial H. C. HAMMER, Seal] Notary Public. Clerk’s Office ] County of Schenectady f ss. State of New York J No. 4120 I, George T. Bradt, Clerk of the said County, and also Clerk of the Supreme and County Courts, being courts of Record held therein, do hereby certify that H. C. Hammer whose name is subscribed to the Certificate of proof or acknowledgment of the annexed instrument, and thereon written, or whose name is subscribed to the annexed jurat, was at the time of taking such proof or acknowledgment or of administering such oath or affirmation, a Notary Public in and for said County, residing therein, duly commissioned and sworn, and authorized by the laws of said State to take the acknowledgments and proofs of deeds or conveyances, for land, tenements, or hereditaments and to administer oaths or affirmations in said County. And further, that I am well acquainted with the handwriting of said officer and verily believe that the signature to said jurat or certificate of proof or acknowledgment is genuine. In testimony whereof, I have hereunto set my hand and affixed the seal of said Courts and County, the 22 day of July, 1920. Acknowledg¬ ment by Company. (Seal) GEO. T. BRADT, Clerk. Acknowledg¬ ment by Trustee. (Seal) 140 State of New York County op New York On the 21st day of July, in the year 1920, before me personally came E. 0. Hebbard and J. D. Herr & E. P. Davis, to me known, who being by me duly and severally . sworn did depose and say that they reside in Upper Mont¬ clair, N.J., Kidgewood, N.J., and in Brooklyn, N.Y., re¬ spectively ; that they are the Vice-President and Assistant Secretaries resi^ectively of the Guaranty Trust Company of New York, the corporation described in and which exe¬ cuted the above instrument; that they know the seal of said corjDoration; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that they signed their names hereto by like order. [Notarial JOHN A. LYON, Seal] Notary Public. Bronx Co. Clk’s No. 64, Keg. N. 2157 N.Y. Co. Clk’s No. 341, Reg. No. 1391 ' Commission expires March 30. 1921 State of New York 7 County of New York j No. 33656 Series B I, William F. Schneider, Clerk of the County of New York, and also Clerk of the Supreme Court in and for said county, no hereby certify, That said Court is a Court of Record having by law a seal; that John A. Lyon whose name is subscribed to the annexed certificate or proof of acknowledgment of the annexed instrument was at the time of taking the same a Notary Public acting in and for said county, duly commis¬ sioned and sworn, and qualified to act as such; that he has filed in the Clerk’s Office of the County of New York a certified copy of his ap¬ pointment and qualification as Notary Public for the County of Bronx with his autograph signature; that as such Notary Public he was duly authorized by the laws of the State of New York to protest notes; to take and certify depositions; to administer oaths and affirmations; to take affidavits and certify the acknowledgment and proof of deeds and other written instruments for lands, tenements and hereditaments, to be read in evidence or recorded in this state; and further, that I am well acquainted with the handwriting of such Notary Public and verily believe that his signature to such proof or acknowledgment is genuine. In testimony whereof, I have hereunto set my hand and affixed the seal of said Court at the City of New York, in the County of New York, this 21 day of July, 1920. WM. F. SCHNEIDER, Clerk. United States Internal Revenue stamps in the proper amount with respect to the bonds now to be issued under this mortgage or deed of trust have been affixed to and cancelled upon that counterpart original of this said mortgage or deed of trust which is on file with the Trustee. 141 Certificate op Consent of Stockholders. We, Henry W. Peck, Vice-President, and Darius E. Peck, Secretary, of the Adirondack Power and Light Cor¬ poration, a corporation organized and existing under the laws of the State of New York, having its principal place of business in the City of Schenectady, County of Sche¬ nectady, State of New York, hereby certify that the holders of all the capital stock of the said Adirondack Power and Light Corporation have given their consent to the mort¬ gage or deed of trust made and executed by the said cor¬ poration to the Guaranty Trust Company of New York, as Trustee, bearing date the first day of March, 1920, and that such consent was given by such stockholders in writing, pursuant to the provisions of Section 6 of the Stock Corporation Law, which writing was signed and acknowledged by all of said stockholders and is in the following form, viz: We, the undersigned stockholders of the Adiron¬ dack Power and Light Corporation, a stock corpora¬ tion organized and existing under and by virtue Of the laws of the State of New York, having an outstanding capital stock of two million eighty thousand (2,080,- 000) dollars, and being all the stockholders of said corporation and owning all of the outstanding capital stock of said corporation. Do HEREBY CONSENT that Said corporation may make, execute and deliver a mortgage or deed of trust, dated the first day of March, 1920, to Guaranty Trust Com¬ pany of New York, as Trustee, upon all the property, rights and franchises of the corporation, whether now owned or hereafter acquired, with the exceptions therein stated. Such mortgage or deed of trust may secure the payment of bonds of various dates, matur¬ ities and interest rates, to be issued thereunder, in coupon or' fully registered form, to an unlimited authorized principal amount, and may also secure the performance of all the terms and conditions of said Certificate of consent of stockholders. 142 mortgage or deed of trust. And said mortgage or deed of trust may be in substantially the form of the printed draft filed with the Secretary and identified by his endorsement thereon as follows: “Draft of mortgage submitted to stockholders for their consent. Attest, Darius E. Peck, Secretary,” or in any otlier form which the Board of Directors may»approve. We further certify that the mortgage which has been made and executed as aforesaid, dated the first day of March, 1920, is in the form of the draft filed with the Sec¬ retary referred to in the foregoing consent. In witness whereof the seal of the Adirondack Power and Light Corporation has been hereto affixed and we, the said Vice-President and Secretary, have subscribed and acknowledged this certificate the 20th day of July, 1920. [Corporate Seal] HENRY W. PECK, Vice-President. DARIUS E. PECK, Secretary. 143 State of New York County of Schenectady ss. Henry W. Peck and Darius E. Peck, being severally sworn, depose and say, each for himself, that the said Henry W. Peck is the Vice-President and the said Darius E. Peck is the Secretaiy of the Adirondack Power and Light Corporation; that they know the seal of said cor¬ poration ; that the seal affixed to the foregoing instrument is such corporate seal; and that it was so affixed by au¬ thority of the Board of Directors of said corporation. HENRY W. PECK DARIUS E. PECK Subscribed and sworn to before me this 20th day of July, H. C. HAMMER Notary Public, Schenectady County, New York. 1 County of Schenectady J- ss. State op New York J No. 4121 I, George T. Bradt, Clerk of the said County, and also Clerk of the (Seal) Supreme and County Courts, being courts of Record held therein, do hereby certify that H. C. Hammer whose name is subscribed to the Certificate of proof or acknowledgment of the annexed instrument, and thereon written, or whose name is subscribed to the annexed jurat, was at the time of taking such proof or acknowledgment or of administering such oath or affirmation, a Notary Public in and for said County, residing therein, duly commissioned an'd sworn, an^ authorized by the laws of said State to take the acknowledgments and proofs of deeds or conveyances, for land, tenements, or hereditaments and to administer oaths or affirmations in said County. And further, that I am well acquainted with the handwriting of said officer and verily believe that the signature to said jurat or certificate of proof or acknowledgment is genuine. In testimony whereof, I have hereunto set my hand and affixed the seal of said Courts and County, the 22 day of July, 1920. GEO. T. BRADT, Clerk. 1920. (Notarial Seal) Clerk’s Office 144 State op New York County op Schenectady (Seal) On this 20til day of July, 1920, before me personally came Henry W. Peck and Darius E. Peck, to me known and known to me to be the Vice-President and Secretary, respectively, of the Adirondack Power and Light Corpora¬ tion, and the persons described in and who made and signed the foregoing certificate, and severally duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. (Notarial Seal) H. C. HAMMER Notary Public, Schenectady County, New York. Clekk’s Office ] County of Schenectady f ss. State of New York J No. 4096 I, George T. Bradt, Clerk of the said County, and also Clerk of the Supreme and County Courts, being courts of Record held therein, do hereby certify that H. C. Hammer whose name is subscribed to the Certihcate of proof or acknowledgment of the annexed instrument, and thereon written, or whose name is subscribed to the annexed jurat, was at the time of taking such proof or acknowledgment or of administering such oath or affirmation, a Notary Public in and for said County, residing therein, duly commissioned and sworn, and authorized by the laws of said State to take the acknowledgments and proofs of deeds or conveyances, for land, tenements, or hereditaments and to administer oaths or affirmations in said County. And further, that I am well acquainted with the handwriting of said officer and verily believe that the signature to said jurat or certificate of proof or acknowledgment is genuine. In testimony whereof, I have hereunto set my hand and affixed the seal of said Courts and County, the 22 day of July, 1920. GEO. T. BRADT, Clerk. Recording Tax Receipt. State of New York, County of Schenectady, ss: I do hereby certify that I have received on the within Mortgage $28100.00 being the amount of the Recording Tax imposed thereon, and paid at the date of the recording thereof. Dated July 22, 1920 GEO. T. BRADT Recording Officer of Schenectady Co. N.Y. 145 Mortgage dated March 1, 1920, Recorded : State of New York, Schenectady County Recorded on the 22nd day of July 1920 at 11:27 o’clock A.M., in Book 244 of Mortgages at page 190 and examined. GEO. T. BRADT County Clerk State op New York Saratoga County Clerk’s Office Recorded on the 22nd day op july 1920 AT 1:50 o’clock p.m., in BOOK 224 OF MORTGAGES, AT PAGE 82. JOHN F. HENNESSY Clerk State of New York Rensselaer County, ss. Recorded on the 22 day op JULY, 1920 AT 2:30 o’clock P.M. IN LIBER 401 OP MORTGAGES AT PAGE 170 AND EXAMINED. HANS DAHL Clerk Albany County : ss Recorded in the clerk’s OFFICE ON THE 22ND DAY OP JULY, 1920 AT 3:25 p.m. book 660 op MORTGAGES, ON PAGE 1 AND EXAMINED. L. C. WARNER Clerk 146 State of New York, ' ss Fulton County, Recorded on the 22nd day of July 1920 at 3:29 o’clock P.M., in Book 129 of Mortgages at page 1 and examined. EGBERT T. CROSS Clerk Washington County, ss. Recorded on the 22nd day of July, 1920 at 3:38 o’clock p.m. IN LIBER 131 OF MORTGAGES, AT PAGE 390 AND EXAMINED. G. W. CURRY Clerk State of New York i 1 gg Montgomery County j Recorded on the 22 day of July, 1920 at 4 o’clock P.M. in Liber 160 of Mort¬ gages at page 7 and examined. HARRY D. LODER Clerk. Herkimer County, ss. Recorded on the 22 day of July 1920 at 4 :30 o’clock p.m. in Liber 177 of Mortgages at page 90 and examined GEORGE HESSLER, Jr. Special Deputy Clerk 147 Oneida County, ss. Recorded on the 26 day of JULY, 1920 AT 3 ;50 o’clock P.M., IN LIBER 506 OP MORT¬ GAGES PAGE 379 AND EXAMINED. CHAS. WENZEL Clerk Warren County, ss. Recorded on the 26th day of July 1920, at 4:45 o’clock p.m., in Liber 89 of Mortgages, at page 125 and examined. E. C. SISSON Clerk State of New York, Madison County Clerk’s Office, ss Recorded on the 27th day of july, 1920, AT 9:30 o’clock a.m. in LIBER 156-a op mortgages at page 102 AND EXAMINED. LEONARD L. SAUNDERS Clerk Schoharie County, ss. Recorded on the 27th day op july, 1920 AT 12 o’clock m in book 87 OP MTGS. AT PAGE 130 AND EXAMINED. BLANCHE HUNTER BORST Clerk 4 f 149 THIS FIRST SUPPLEMENTAL INDENTURE dated the twenty-third day of July, 1920, by and between the Adirondack Power and Light Corporation, a corpora¬ tion duly organized and existing under the laws of the State of New York, party of the first part (hereinafter called the “Company”), and Guaranty Trust Company OF New York, a corporation organized and existing under the laws of the State of New Y^ork and having its prin¬ cipal place of business in the Borough of Manhattan, City of New York, party of the second part (hereinafter called the “Trustee”), WITNESSETH THAT Whereas under date of March 1, 1920, the Company executed to the Trustee a certain indenture of mortgage or deed of trust to secure an issue of first and refunding mortgage gold bonds, unlimited as to principal amount out¬ standing at any one time, which indenture has been or is presently to be recorded in the offices of the County Clerks of the following counties in the State of New York, namely, Albany, Fulton, Herkimer, Madison, Montgomery, Oneida, Rensselaer, Saratoga, Schenectady, Schoharie, Warren and Washington; and Whereas in and by said indenture of mortgage or deed of trust the Company'granted, bargained, sold, conveyed, transferred, assigned, remised, released, mortgaged, set over and confirmed unto the Trustee, its successors and assigns, all the real and personal property, franchises and privileges then owned or thereafter acquired by the Corn- First Supplemental Indenture. 150 Acquisition of Adirondack Electric Power Corporation properties. pany (excepting, however, any and all shares of stock and other certificates or evidences of interest, and bonds, notes and other evidences of indebtedness, of any person, firm, corporation or association, and the interest and indebt¬ edness represented thereby, which are not specifically em¬ braced in said mortgage or in an indenture supplemental thereto or actually deposited with the Trustee) ; and further agreed to do, make, acknowledge and deliver all and every such acts, deeds and assurances as may be rea¬ sonably required by the Trustee for subjecting to the lien of said mortgage or deed of trust any property thereafter acquired by it; and Whereas the Company has since the execution and delivery of said indenture of mortgage or deed of trust acquired all the works, systems, franchises, property and other assets of the Adirondack Electric Power Corpora¬ tion; and Whereas the Trustee, under and by virtue of section 3 of article IX of said indenture of mortgage or deed of trust has requested the Company to make, acknowledge and deliver to the Trustee a supplemental mortgage or deed of trust conveying all the works, systems, franchises, prop¬ erty and other assets of the Adirondack Electric Power Corporation acquired by the Company since the execution and delivery of said indenture of mortgage or deed of trust; and Whereas the Company by due action of its board of directors has duly resolved to make this supplemental mortgage or deed of trust upon its property, and the writ¬ ten consent of stockholders owning at least two-thirds (%) of the capital stock of the Company has been duly given to the execution and delivery hereof, and a certificate under the seal of the Adirondack Power and Light Corporation that such consent was so given, subscribed and acknowl- 151 edged by the Vice-President and Secretary of the Com¬ pany, a duplicate original of which certificate is hereto annexed, will be filed and recorded simultaneously with the recording of this indenture in the office of the County Clerk of the County of Schenectady, New York, that being the county in which the Company has its principal place of business; and Whereas the Public Service Commission in the Sec¬ ond District of the State of New York has duly authorized the execution of this supplemental mortgage or deed of trust and has approved the form hereof,— Now^ THEREFORE, in Consideration of the premises and Granting cliiusc of one dollar and other valuable consideration to it paid by the Trustee, the receipt whereof is hereby acknowledged, the Company has granted, bargained, sold, conveyed, trans¬ ferred, assigned, remised, released, mortgaged, set over and confirmed, and by these presents does grant, bargain, sell, convey, transfer, assign, remise, release, mortgage, set over and confirm unto the Trustee, its successors and as¬ signs, all the real and personal property, franchises and privileges now owned by the Company and which were acquired by it since the delivery and execution of said indenture of mortgage or deed of trust, including particu¬ larly, and without restricting the generality of the fore¬ going, all the property, rights, titles or interests of the Company formerly owned by the Adirondack Electric Power Corporation, more fully described in, and conveyed by, a deed by the Adirondack Electric Power Corporation to the Adirondack Power and Light Corporation, of even date herewith, and recorded, or to be recorded, among other places, in the offices of the Clerks of the Counties of Albany, Fulton, Herkimer, Madison, Montgomery, Oneida, Rensselaer, Saratoga, Schenectady, Schoharie, Warren and Washington in the State of New York. 152 Description: Adirondack Electric Power Corporation properties. The property conveyed hereby comprises, among other things, three hydro-electric plants with their appurtenant water rights, one steam plant, two gas plants, and certain transmission lines, sub-stations and distribution systems, all with their appurtenant franchises and auxiliary ap¬ paratus, substantially as follows: Spier Falls hydro-electric plant. On the Hudson River about twelve miles above Glens Falls. Masonry dam, steel pen¬ stocks, brick and steel power house on concrete foundation, installed generating capacity of approximately 14,650 kilo¬ watts and auxiliary apparatus. Mechanicville hydro-electric plant. On the Hudson River about twenty miles above Albany. Concrete dam, brick and steel power house on concrete foundation, concrete penstocks, installed generating capacity of approximately 5450 kilo¬ watts and auxiliary apparatus. Schoharie hydro-electric plant. On Schoharie Creek, about seven miles southwest of Amsterdam. Masonry dam; steel penstocks; brick and steel power house, wood roof, concrete foundations; installed generating capacity of approximately 1300 kilowatts and auxiliary apparatus. Utica steam plant. At Utica. Brick, steel and concrete buildings, installed generating capacity of approximately 6,000 kil day of July, 1920, and that such consent was given by such stockholders in writing, pursuant to the provisions of Section 6 of the Stock Corporation Law, which writing was signed and acknowledged by all of said stockholders and is in the fol¬ lowing form, viz: We, the undersigned stockholders of the Adiron¬ dack Power and Light Corporation, a stock corpora¬ tion organized and existing under and by virtue of the laws of the State of New York, and being all the stock- liolders of said corporation and owning all of the out¬ standing capital stock of said corporation, Do HEREBY CONSENT that Said Corporation may make, execute and deliver a supplemental indenture of mortgage or deed of trust, dated the twenty-third day of July, 1920, to Guaranty Trust * Company of New York, as Trustee, upon all the property, rights and franchises of the corporation acquired since the exe¬ cution and delivery of its mortgage or deed of trust to Guaranty Trust Company of New York dated March 1, 1920, and prior to the actual delivery of such sup¬ plemental indenture, and including particularly all the property, rights, titles or interests now or formerly owned by the Adirondack Electric Power Corpora- 159 TiON, with the exceptions therein stated. Such sup¬ plemental indenture of mortgage or deed of trust shall be supplemental to the aforesaid mortgage or deed of trust dated March 1, 1920. And said supplemental indenture of mortgage or deed of trust may be in sub¬ stantially the form of tlie printed draft filed with the Secretary and identified by his endorsement thereon as follows: ‘‘Draft of first supplemental indenture submitted to stockholders for their consent. Attest, Darius E. Peck, Secretary,” or in any other form which the Board of Directors may approve. We further certify that the first supplemental indenture wliich has been made and executed as aforesaid, dated the twenty-third day of July, 1920, is in the form of the draft filed with the Secretary referred to in the foregoing consent. In witness whereof the seal of the Adirondack Power and Light Corporation has been hereto affixed and we, the said Vice-President and Secretary, have subscribed and acknowledged this certificate tlie 2d day of August, 1920. [Corporate Seal] ELMER J. WEST, Vice-President. DARIUS E. PECK, Secretary. 160 State of New York County of Schenectady ss. Elmer J. West and Darius E. Peck, being severally sworn, depose and say, each for himself, that the said Elmer J. West is the Vice-President and the said Darius E, Peck is the Secretary of the Adirondack Power and Light Corporation; that they know the seal of said cor¬ poration ; that the seal affixed to the foregoing instrument is such corporate seal; and that it was so affixed by au¬ thority of the Board of Directors of said corporation. ELMER J. WEST DARIUS E. PECK Subscribed and sworn to before me this 2d day of August, 1020. [Notarial H. C. HAMMER, Seal] Notary Public, Schenectady County, New York. 161 State of New York County of Schenectady ss. On this 2(1 day of August, 1920, before me personally came Elmer J. West and Darius E. Peck, to me known and known to me to be tlie Vice-President and Secretary, re¬ spectively, of the Adirondack Power and Light Corpora¬ tion, and the persons described in and who made and signed the foregoing certificate, and severally duly ac¬ knowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. [Notarial Seal] H. C. HAMMER, Notary Public, Schenectady Co., N.Y. [Certificate of County Clerk of Sche¬ nectady County, dated August 3, 1920, authenticating notary’s certi¬ ficate]. 162 State of IS^ew York County op Schenectady ss. Affidavit of exemption under tax law, Sup- Ill einental indenture. Darius E. Peck, being duly sworn, deposes and says, that he is the Treasurer of tlie Adirondack Power and Liglit Corporation; that the foregoing first supplemental indenture of mortgage or deed of trust dated July 23, 1920, by and between Adirondack Power and Light Corpora¬ tion and Guaranty Trust Company of New York, is sup¬ plemental to the’mortgage or deed of trust dated March 1, 1920, between the same parties, heretofore recorded in the offices of the County Clerks of the following counties in the State of New York, namely, Albany, Fulton, Herkimer, Madison, Montgomery, Oneida, Rens¬ selaer, Saratoga, Schenectady, Schoharie, Warren and Washington, on which mortgage or deed of trust all taxes accrued under Article XI of the Tax Law of the State of New York have been paid; that the said supplemental indenture is made and is to be recorded pursuant to the provisions or covenants of Section 3 of Article IX of said mortgage or deed of trust dated March 1, 1920, and im¬ poses the lien of the said mortgage or deed of trust upon property not originally covered by or not described in such recorded primary mortgage, for. the purpose of securing the principal indebtedness which is or under any con¬ tingency may be secured by such recorded primary mort¬ gage; that the said supplemental indenture creates or secures no new or further indebtedness or obligation other than the principal indebtedness or obligation secured by or which under any contingency may be secured by the recorded primary mortgage; and that upon the basis of 163 these facts exemption is hereby claimed under Section 255 of the Tax Law of the State of New York. DARIUS E. PECK, Treasurer. Subscribed and sworn to before me this 27th day of July, 1920. GEORGE C. HOLLISTER, Notary Public. First Supplemental Indenture Recorded: County Date Hour Book of Mortgages Page Schenectady August 3,1920 11:27 A.M. 244 361 Montgomery August 4,1920 9:00 A.M. 160 103 Saratoga August 4,1920 11:39 A.M. 224 169 Fulton August 4,1920 2:35 p.M. 129 110 Warren August 4,1920 3 :00 P.M. 89 222 Albany August 4,1920 3 :20 p.M. 657 154 Rensselaer August 4,1920 3:30 p.M. 401 330 Washington August 5,1920 10:51 A.M. 131 491 Schoharie August 5,1920 5:00 p.M. 87 191 Herkimer August 6,1920 9:00 A.M. 176 207 Oneida August 6,1920 10 :30 A.M. 506 378 Madison August 6,1920 1:00 p.M. 159 358 S’ ii'* (* n % ) % I •I • • f ’ • t S A ‘ \ w i ‘ t - •. u - • i t. ' ' > I \ i '.V'liJ •^ ifi »? INDEX (Not Part of Indenture) See also Table of Contents following title page. “S” indicates First Supplemental Indenture. PAGE Acceptance of trust.117 Accounts, method of keeping. 58 Acquired plant or system defined.. . .134 Additional property. 49 Amount defined . 54 Cost . 54 Definition .49, 50, 55 Disconnected property. 53 Franchises, how far included.. 53, 54 Gas properties. 53 Issue of bonds for.48, G 6 Lien upon .55, 66 Limitations on certain kinds.... 52 Adirondack Electric Power Corpora¬ tion, acquisition of .49, 70,131,150 (S)' Arbitration.57, 125 Authorization of bonds and mort¬ gages.1, 14, 150 (S) Authorized amount of bonds.28 Bondholders Control of Trustee by.. .105,110, 111 Future bondholders .117 Proof of action by.116 Right to sue.Ill Trustee the agent and attorney of.l24 Waiver of certain liabilities.115 Bonds (see also Issue of bonds) Additional (see Issue of bonds) Authorized amount . 28 Call and redemption. 78 Series of 6 s due 1950. 31 Other series . 32 Certification .42, 58, 67, 74, 75 When Company in default.43 Changes in text . 28 Coupon (see Coupon bonds) Covenant to pay. 80 Currency in which payable. 33 Date ..30,135 Denominations . 30 Designation .2, 137 Destroyed . 45 Endorsements ..29, 36-38 Escrow (see Issue of bonds) Exchange .40, 41 Execution . 41 PAGE Bonds (cont.) Foreign money .29, 33 Form of coupon bonds. Series of 6 s due 1950. 3 Form of registered bonds. Series of 6 s due 1950.... 9 Form of bonds in general. 28 Independent security .136 Income tax Series of 6 s due 1950.4, 10 Other series . 29 Initial issue (see Issue of bonds) Interest rate Series of 6 s due 1950. 31 Other series .30, 32 Language . 28 Lost . 45 Maturities .30, 32, 105 Mutilated, lost or destroyed.45 Numbering . 35 Reacquired . 46 Refunding (see Issue of bonds) Registered (see Registered bonds) Reservation against small de¬ nominations . 35 Secured at execution of inden¬ ture .137 Series 6 s due 1950—characteristics... 31 Other series . 30 Characteristics . 32 Due dates. 32 Interchangeability . 40 Subsequent issues (see Issue of bonds) Temporary . 44 Text and changes . 28 Transfer of registered bonds...89, 41 Call and redemption of bonds Changes regarding .29 Series of 6 s due 1950.31, 78 Other series .32‘, 78 Certificates (see also Trustee, cer¬ tification of bonds by)...136 Consolidation and merger.127 Construction clause (see Additional property) Construction of indenture.137 Coupon bonds Covenant not to extend coupons.. 80 166 PAGE Coupon bonds (cont.) Endorsement on . 36 Form of, Series of 6s due 1950... 3 Numbering .. 35 Registration .39, 41 Covenants of Company Assurance, further. 82 Bonds, to pay. 80 Bonds, issue of. 94 Books, to keep. 92 Carry on business. 85 Contracts, to perform. 88 Coupons, not to extend.80 1 )efault, payments in event of, 113,114 Divisional lien bonds.81, 84, 85 Franchises, to preserve.88 Further assurances. 82 Insurance . 88 Interest, not to extend.80 Leases . 88 Liens . 85 Maintenance of property. 86 Offices . 93 Pay principal and interest.80 Property, disposal of.85 Recording . 92 Reports .87, 93 Taxes . 82 Title . 81 Waste . 85 PAGE Definitions (cont.) “This indenture,” etc., “Treasurer” .. .134 “Trustee” .. .133 Designation of bonds.... .2, 137 Discharge of mortgage-. •. .132 Divisional lien bonds Amount restricted ..., .68, 69, 84 Cancellation of . . 71 Proof of . . 73 Covenants as to. .81, 84 Definition . .134 Deposit with Trustee.. . 71 Discharge of undeposited.72 Escrow bonds (see Issue of bonds) Form of bonds. .3, 9, 28 Foreclosure . .106, 109 Franchises. .50, 53, 54, 88 Granting clause. ...14, 151 (S) , Exceptions . .. .15, 154 (S) Habendum . ..27 Herein—defined. ..133 Income tax Series of 6s due 1950. .4, 10 Other series.. . 29 Declaration of trust. 27 Default of Company Events of defanlt.103,104 Remedies on default.105 Control of remedies by bond¬ holders .105,110,111 Declaring principal due.105 Deficiency judgment ..... .113,114 Enforcement of covenants.114 Entry .105 Foreclosure .109 Receiver .109 Remedies cumulative .109 Sale .106,112,113 Waiver of default.110 Definitions .133 “Acquired plant or system”.134 “Additional property” ....49, 50, 55 “Amount of additional property” 54 “Company” .133 “Divisional lien”.68,134 “Divisional lien bonds”.68,134 “Herein,” etc.133 “Mortgaged property”.133 “Net earnings”. 56 “Refundable divisional lieu”.. 68,134 “Refundable divisional lien bonds” 68,134 Indenture Construction .137 Date .135 Discharge .132 Name, change of.137 Supplemental By Company ..135 By Successor Company.128 Insurance Covenant to insure.88 Release of insurance moneys.... 90 Self insurance . 89 Trustee may insure.91 Issue of bonds Against divisional lien property,. 66 (See also Article IV in Table of Contents) Adirondack Electric Power Cor¬ poration . 70 Certification, conditions prece¬ dent . 67 Divisional series Covered by withholding bonds 67 Covered by cash.67 Refundable divisional liens defined . 68,134 Exceptions and limitations.. .68-70 Kanes Falls Electric Company. 70 167 PAGE Issue of bonds (cont.) Against first lien property (See also Additional Property) 48 (See also Article III in Table of Contents) Certification, conditions prece¬ dent .58 Net earnings requirement.55 Ratio of bonds to property_48 Against money . 75 Amount limited . 77 Certification, conditions prece¬ dent . 75 Repayment of deposit. 76 Against property prior to Mar. 1, 1920 . 47 For refunding purposes Bonds refundable.68, 73 Certification, conditions prece¬ dent . 74 Initial issue. Series of 6s due 1950 47 Aggregate amount .31, 47 Designation and terms.31 Numbering . 47 Subsequent issues Maturity . 32 Series and terms. 32 Successor Company, by.130,131 Kanes Falls Electric Company Maintenance .63, 86 Merger .127-132 Moneys deposited with Trustee Against divisional lien bonds.... 71 Against issue of bonds (see also Issue of bonds against money) 76 Against releases.101,103 Insurance money . 90 Insurance reserves .. 89 'Mortgaged property (see Property mortgaged) Name of bonds.2, 137 Net earnings.55, 56, 63 Acquired plant or system included 58 Certificate . 63 Definition . 56 Determination . 56 Not to affect bookkeeping. 58 Renewals and replacements al¬ lowance . 56 Re-determination . 57 Officers Certificates by .136 43, 64, 99, etc. PAGE Possession of mortgaged property .... 79 Property mortgaged (see also Addi¬ tional property; see also Sale of mortgaged property) Excepted property.27, 1.54 (S) Definition .133 Description.15-26, 152 (S) Disposal of . 85 Miscellaneous . 26 Possession and use until default 79 Securities in general not included 26 Receiver.103, 109 Recording data.145, 163 (S) Redemption (see Call and redemp¬ tion of bonds) Refundable divisional liens Defined .68, 70, 134 Registered bonds without coupons Endorsement . 37 Form of . ,9 Interest from what date. 37 Issue . 36 Numbering . 38 • Payment to registered holder_40 Rights of holder. 46 Transfer .14, 39, 41 Release of mortgaged property.94 Renewals and replacements.56 Re-determination . 57 Reports Covenant by Company to make 87, 93 Sale of mortgaged property After default .97, 99,106 Before default.94, 97 By receiver .100 By Successor Company.132 Duty of purchaser.102 Stock exchange requirements. 29 Successor Company Issue of bonds by.130 Conditions precedent .131 Sale by .132 Substitution of.129 Supplemental indenture by.128 Supplemental indentures.128, 135 First Supplemental Indenture. • .149 (S) Taxes Changes regarding i Opinion of counsel 29 168 PAGE Taxes (cont.) Covenant to pay .82 Income taxes Series of 6s due 1950.4, 10 Other series . 29 Testimonium .137, 154 (S) Time of filing certificates, etc. 65 Treasurer defined.134 Trust, declaration of. 27 Trustee Acceptance of trust, conditions of 117-122 Agent and attorney of bondhold¬ ers . 124 Certification of bonds by 42, 58, 67, 74, 75 PAGE Trustee (cont.) Certification of bonds by (cont.) Effect of .43 When Company in default.43 Controlled by bondholders * 105, 110, 111 Defined .133 Insure, power to. 91 Money deposited with (see Moneys deposited with Trustee) Notice to Company, how given...124 Remedies on default.105 Removal .122, 123 Resignation and succession.. 122,123 Sale by Company, consent to..97, 99 Disposition of proceeds_101,103 Suits, power to maintain.124 Waiver of individual liabilities..... .115 % ^ I > f ✓ M ’S \ •« N ) t J ; % r ‘K V 9 •■♦1 -,t / « I V