& Uu 5V. ®f 51 3l<» 7 Library^ £, *7000 b —*~~7 — f 3 agreement anb Supplemental Mortgage between CONNECTICUT RAILWAY AND LIGHTING COMPANY, / THE UNITED GAS IMPROVEMENT COMPANY and COEONIAE TRUST COMPANY. June 23, 1904. Digitized by the Internet Archive in 2017 with funding from University of Illinois Urbana-Champaign Alternates https://archive.org/details/agreementsupplemOOconn agreement ant> Supplemental flDortgage, made this twenty-third day of June, 1904, between Connecticut Railway and Lighting Company, a Connecticut corporation (hereinafter called the “ Connecticut Company ”), party of the first part; The United Gas Improvement Company, a Pennsylvania corporation (hereinafter called the “Improve¬ ment Company”), party of the second part, and Colonial Trust Company, a New York corporation (hereinafter called the “ Trust Company”), party of the third part, Witnesseth, that: Whereas, The Connecticut Company has issued and dis¬ posed of its Four and One-Half Per Cent. Fifty-Year Gold Bonds to the amount of $8,492,000, part of a total authorized issue of $15,000,000 of like bonds, all secured by its First and Refunding Mortgage to Colonial Trust Company, Trustee, dated January 15, 1901 ; and, TKUbeteaS, The remaining $6,508,000 of said bonds of the Connnecticut Company are reserved for the purposes of pur¬ chasing, paying for, taking up, exchanging or replacing, par for par, certain underlying bonds, and of making additions to or extensions and betterments of its plants, or of acquiring additional plants or property, real or personal; and, TKUbereaS, The Improvement Company is the owner of a majority of the stock of the Connecticut Company, and is authorized to acquire and hold such stock and to enter into this agreement, and to make the guaranty hereinafter pro¬ vided ; and, *WbeteaS, The Connecticut Company desires said mort¬ gage bonds to be made callable at 105 per cent, and accrued interest, and the Improvement Company desires the option to purchase all or any part of said mortgage bonds at 105 per cent, and accrued interest; and, TllUbCCCHS, The holders of a large amount of said mort¬ gage bonds have declared their willingness to make their bonds callable by the Connecticut Company and purchasable by the Improvement Company at 105 per cent, and accrued interest, 2 and to assent to and accept the other provisions of this Agree¬ ment and Supplemental Mortgage, provided the Connecticut Company will make additional provision for the payment of the principal of such assenting mortgage bonds by establishing for their benefit a Sinking Fund of one-half of one per cent, per annum, and provided further that the Improvement Company will guarantee the interest on such assenting bonds ; and, TftllbCtCaS, on condition that the Connecticut Company agrees to make additional provision for the payment of the principal of such assenting bonds by creating a Sinking Fund therefor of one-half of one per cent, per annum, and on condition that such assenting bonds may be called or purchased at 105 per cent, and accrued interest, the Improvement Company is willing to guarantee the interest on such assenting mortgage bonds by endorsing its agreement of guaranty thereon (bonds so endorsed being hereinafter called “Interest Guaranteed Bonds.”) IROW, Uberetore, in consideration of the mutuality hereof, it is hereby agreed by and between the parties hereto as follows: First. The Connecticut Company agrees to pay to the Trust Company on the first day of July, 1905, and on the first day of July of each year thereafter, until and including the first day of July, 1950, a sum equal to one-half of one per cent., and on the 31st day of December, 1950, a sum equal to one- fourth of one per cent, of the principal amount of all the bonds of the Connecticut Company secured by said mortgage, whether held in the Sinking Fund or otherwise, issued and outstand¬ ing at the time of such payments respectively ; such payments to be held by the Trust Company in trust for the purposes of a Sinking Fund for the benefit of the holders of Interest Guar¬ anteed Bonds, as hereinafter provided. Sinking Fund moneys shall be invested from time to time by the Trust Company in any of the bonds secured by said First and Refunding Mortgage (whether or not interest on the same be guaranteed hereunder), to be purchased, if practicable, in 3 open market, at prices not exceeding 105 per cent, and accrued interest, and if such bonds are not so purchasable in the open market, then Interest Guaranteed Bonds shall be called, as hereinafter provided, by the Trust Company at 105 per cent, and accrued interest for the purpose of investing Sinking Fund moneys therein. If the Trustee is unable to invest Sinking Fund moneys in Interest Guaranteed or other bonds secured by said First and Refunding Mortgage, then the Trustee shall invest and reinvest such uninvested moneys in such other securities as shall be requested and approved by both the Improvement Company and the Connecticut Company. The bonds of the Connecticut Company acquired for the Sinking Fund shall not be canceled, except as hereinafter provided, but shall be held by the Trust Company in trust for the uses and purposes in this Agreement and Supplemental Mortgage provided, and all accruing interest on such bonds or on moneys in the Sinking Fund shall be paid to and collected by the Trust Company and shall constitute Sinking Fund moneys and be invested in the same manner as other Sinking Fund moneys. The Connecticut Company, as security for the performance of its obligation to pay moneys into the Sinking Fund as afore¬ said, hereby sells, assigns, grants and conveys, subject to the lien of its said First and Refunding Mortgage, all its property and franchises, real and personal, now owned or hereafter acquired by it, to the Trust Company as Trustee hereunder for the benefit of all holders of the Interest Guaranteed Bonds, and further agrees to treat its obligation to pay moneys into the Sinking Fund as superior to its obligation to pay interest on said Interest Guaranteed Bonds, but nothing in this clause contained shall be construed to diminish or impair the rights or remedies under said First and Refunding Mortgage of the holders of bonds other than Interest Guaranteed Bonds. In case of default by the Connecticut Company on its said obligation to make such payments into the Sinking Fund, the Trust Company, as such Trustee for the holders of Interest Guaranteed Bonds, may, and upon the request of the holders of a majority in value of the Interest Guaranteed Bonds and on 4 being indemnified to its satisfaction, shall take such action or proceeding at law or in equity as may be proper and necessary to enforce such obligation, whether by foreclosure of this Agreement and Supplemental Mortgage or by recovery from the Connecticut Company of the amount of any such defaulted payments, or otherwise as may be advised by its counsel or as may be so requested, the Trust Company having for such pur¬ pose, without prejudice to the foregoing general powers, the like powers and remedies as are granted in said First and Refund¬ ing Mortgage to the Trustee thereunder for its enforcement. In case of the failure of the Connecticut Company to make payments of Sinking Fund moneys at the times herein agreed, the Improvement Company shall have the right at its option to make such payments into the Sinking Fund. The Connecticut Company agrees to reimburse the Im¬ provement Company for all payments made by the Improvement Company into the Sinking Fund, and for all payments made by the Improvement Company on account of its guaranty of the interest on the bonds of the Connecticut Company, and as security for the performance of its obligation so to reimburse the Improvement Company, the Connecticut Company hereby sells, assigns, grants and conveys to the Improvement Com¬ pany, subject to the lien of its said First and Refunding Mort¬ gage and subject to the lien for the security of its obligation to pay moneys into the Sinking Fund as hereinbefore provided, all its property and franchises, real and personal, now owned or hereafter acquired by it. In case of default by the Connecticut Company on its said obligation so to reimburse the Improvement Company, the Improvement Company may take such action or proceeding at law or in equity as may be proper and necessary to enforce such obligation, whether by foreclosure of this Agreement and Supplemental Mortgage, subject to the lien of the said First and Refunding Mortgage, and subject to the lien hereinbefore created to secure the obligation to make Sinking Fund pay¬ ments, or by recovery from the Connecticut Company of the 5 amount of such defaulted obligation to the Improvement Com¬ pany. In case, at any time, there shall be a foreclosure of the said First and Refunding Mortgage, the Trust Company shall receive the proceeds from such foreclosure in respect of the bonds held by it in the Sinking Fund, and shall hold such proceeds, together with other uninvested moneys and other assets of the Sinking Fund and all proceeds thereof, as a part of said Sinking Fund to be applied as follows: If the proceeds of such foreclosure shall be insufficient to repa}' in full the principal and interest of the bonds secured by said First and Refunding Mortgage, then the Trust Com¬ pany shall apply all moneys in the Sinking Fund pro rata to the payment of the Interest Guaranteed Bonds not constituting a part of the Sinking Fund, and any moneys remaining in the Sinking Fund, after the payment in full of the principal and interest of all Interest Guaranteed Bonds not constituting a part of the Sinking Fund, shall be paid by the Trust Company, first, to the Improvement Company to reimburse it for all payments made by it into the Sinking Fund and on account of its guaranty of interest on said bonds, and second, the balance, if any there be, to the Connecticut Company. In case all of the bonds secured by said mortgage shall have been issued, or the right to issue further bonds under said mortgage shall have been terminated and such unissued bonds shall have been canceled, and all of the Interest Guar¬ anteed Bonds not constituting a part of the Sinking Fund shall have been paid in full, and there shall still remain any Interest Guaranteed Bonds or uninvested moneys in the Sinking Fund, then and in such case the Interest Guaranteed Bonds in the Sinking Fund shall be canceled and the uninvested moneys and other assets, if any, in the Sinking Fund shall be paid by the Trust Company first to the Improvement Company to reimburse it for all payments made by *it into the Sinking Fund and on account of its guaranty of interest on said bonds, and, second, the balance, if any there be, to the Connecticut Company. 6 In no case shall the moneys in the Sinking Fund be applied by the Trust Company in payment of, or for the benefit of holders of, any of the said mortgage bonds, except Interest Guaranteed Bonds. Second. In consideration of the right of the Improve¬ ment Company to purchase Interest Guaranteed Bonds, and of the right of the Connecticut Company to require the Trust Company to call such bonds for payment, and of the right expressed in this Agreement and Supplemental Mortgage to call said bonds for Sinking Fund purposes, and of the creation and maintenance of the Sinking Fund by the Connecticut Company, for the benefit of the holders of Interest Guaranteed Bonds, as herein provided, the Improvement Company agrees to pay to the Trust Company, on the first day of January and the first day of July of each and every year, up to and including January i, 1951, a sum equal to that part of the interest due on such days respectively, which has not been provided or paid by the Connecticut Company to the Trust Company, on all Interest Guaranteed Bonds, whether held in the Sinking Fund or otherwise, unless previously called for payment by the Con¬ necticut Company as hereinafter provided, such payments to be by the Trust Company applied to the payment of such interest; and for the purpose of further evidencing such obli¬ gation of the Improvement Company and the obligation of the Connecticut Company to create and maintain a Sinking Fund as herein provided, and of evidencing that such bonds are sub¬ ject to call for payment or purchase, as herein provided, the Improvement Company and the Connecticut Company will execute an agreement to be endorsed on each of the bonds secured by said mortgage now outstanding, which shall be presented at the times, in the manner and by parties as herein¬ after provided, at the office of Colonial Trust Company, New York City, for such endorsement, substantially as follows : “ For value received, The United Gas Improvement Company hereby guarantees the punctual payment of the interest on the within bond at the times and in the manner 7 therein provided ; and as additional security for the pay¬ ment of the principal of the within bond, the Connecticut Railway and Lighting Company hereby agrees to create and maintain a Sinking Fund of one-half of one per cent, per annum, as provided in the Agreement and Supplemental Mortgage dated June 23, 1904, between the undersigned and Colonial Trust Company, an original of which is deposited with Colonial Trust Company. This agreement is endorsed hereon in consideration and upon condition that the holder of this bond, by accepting it so endorsed, shall be deemed to have assented to the provision of said Agreement and Supplemental Mortgage that this bond shall be subject to call for payment or purchase at 105 per cent, and accrued interest, and to have assented to the other provisions of said Agreement and Supplemental Mortgage. In Witness Whereof, The United Gas Improve¬ ment Company and the Connecticut Railway and Light¬ ing Company have hereunto caused their corporate names to be signed and their corporate seals to be affixed hereto by officers thereunto duly authorized. The United Gas Improvement Company, By Assistant Secretary. Connecticut Raieway and Lighting Company, By Assistant Secretary .” The Trust Company shall execute on each bond on which said agreement is so endorsed, a certificate in substantially the following form : “Colonial Trust Company, Trustee, under the Agree¬ ment and Supplemental Mortgage dated June 23, 1904, referred to in the foregoing Agreement, certifies that the within bond was presented to it for the purpose of having the foregoing Agreement endorsed thereon, and that the above endorsement was made thereon by The United Gas Improvement Company and by the Connecticut Railway and Lighting Company. Coeoniae Trust Company, Trustee , By Secretary. ’ ’ 8 Also the following words shall be stamped or printed on the face of each such bond : “Subject to provisions set forth on back hereof.” The Trust Company shall issue negotiable receipts in the usual form for bonds presented to it for the purpose of having the foregoing Agreement endorsed thereon in accordance herewith. A like executed agreement shall be endorsed on each of the bonds secured by said mortgage and not yet issued, prior to the issue thereof, and the like notice shall be printed or stamped on each of said bonds respectively. In case any unassented bonds shall at any time be purchased for the Sinking Fund such bonds shall at once become Interest Guaranteed Bonds and shall be appropriately endorsed and marked as above provided. Nothing in this Agreement and Supplemental Mortgage contained shall confer upon the holder of any bonds secured by said First and Refunding Mortgage, any right or claim to have said bonds made Interest Guaranteed Bonds after October i, 1904, except with the written consent of the Improvement Company filed with the Trust Company; nor shall this Agreement and Supplemental Mortgage be con¬ strued to confer upon any person other than the parties hereto and the holders of Interest Guaranteed Bonds any right or claim under this Agreement and Supplemental Mortgage, all the stipulations and agreements of which are for the sole and exclusive benefit of the parties hereto and of the holders of Interest Guaranteed Bonds. Third. If at any time the Trust Company shall be unable to purchase in open market, for Sinking Fund purposes, bonds secured by said First and Refunding Mortgage (whether or not the interest on same be guaranteed hereunder), at 105 per cent, and accrued interest, or at a less price, and, if there shall be sufficient moneys in the Sinking Fund uninvested to justify the Trust Company in calling Interest 9 Guaranteed Bonds for purchase for the purpose of investing such Sinking Fund moneys therein, then the Trust Com¬ pany, by giving notice as hereinafter provided, shall call a sufficient number of said Interest Guaranteed Bonds to enable the Trust Company to invest substantially all of said uninvested moneys therein. If the holder of bonds so called shall deliver them to the Trust Company at the date specified in said notice as the date for the purchase thereof, or at any time thereafter before January 2, 1954, then the Trust Company shall, on such delivery, pay to the holders thereof, out of said Sinking Fund moneys, an amount equal to the principal of each bond so called and delivered and the interest due and unpaid thereon at the date specified in such notice as the date for such pur¬ chase, and, in addition thereto, a premium of 5 per cent, of such principal. If any Interest Guaranteed Bond so called shall not be delivered by the holders thereof to the Trust Company at the date so specified as the date for the purchase thereof, then the Trust Company shall withdraw from Sinking Fund moneys the amount then payable to such holders, and treat such amount as deposited with it by such holders, to be paid as hereinafter provided, and the title to each such undelivered bond and to the indebtedness evidenced thereby and right to the possession of each such bond shall vest in the Trust Company as a part of the Sinking Fund, and interest on such bond subse¬ quently accruing shall be paid to and be collectible by the Trust Company and constitute Sinking Fund moneys; and the holder thereof shall be deemed to have released and dis¬ charged the Connecticut Company thereafter from all liability to such holder on account of such bond, and to have accepted instead the aforesaid obligation of the Trust Company to pay to such holder upon delivery of such bond to the Trust Com¬ pany before January 2, 1954, the said amount of the principal, interest and premium so deposited to the credit of holders of said bond, for the purchase of such bond, and if any such bond so called for purchase shall not be so delivered within six months after the date so specified as the date for IO such purchase, then the Trust Company will, on the delivery of said bond to it before January 2, 1954, also pay to the holder of such bond interest on the amount so deposited for the purchase of said bonds from the expiration of such six months’ period at the rate regularly allowed by the Trust Com¬ pany to depositors. If any such bond so called for purchase shall not be delivered by the holder thereof to the Trust Com¬ pany before January 2, 1954, then the Trust Company shall be discharged from all liability to the holder of such bond and shall on January 2, 1954, pay to the Connecticut Com¬ pany the amount which would have been payable by the Trust Company to the holder of such bond on January 1, 1954, if such holder on that day had delivered such bond to the Trust Company ; and thereafter the holder of said bond shall be an unsecured creditor of the Connecticut Company for said amount. Fourth. The Trust Company shall call all of said Interest Guaranteed Bonds, not held in the Sinking Fund, for payment by giving notice of such call as hereinafter provided, if the Connecticut Company shall deliver to the Trust Company, in time to permit due notice as in Article Sixth provided, a request in writing for such call, and at the same time shall deposit with the Trust Company cash equal in amount to the principal of each bond so called and interest thereon to the date to be specified in such notice as the date for such payment, and in addition thereto a premium of 5 per cent, of such principal. If the holder of bonds so called shall deliver them to the Trust Company at the date specified in said notice as the date for the payment thereof, or at any time thereafter before Jan¬ uary 2, 1954, then the Trust Company shall on such delivery pay the holder thereof an amount equal to the principal of each bond so delivered and the interest due and unpaid thereon at the date specified in such notice as the date for such pay¬ ment, and in addition thereto a premium of 5 per cent, of such principal. If any Interest Guaranteed Bonds so called shall not be delivered by the holders thereof to the Trust Company II at the date so specified as the date for the payment thereof, then each such undelivered bond shall be deemed to be paid and discharged as of the date specified in such notice as the date for the payment thereof; and the holder thereof shall be deemed to have released and discharged the Connecticut Company thereafter from all liability to such holder on account of such bond and to have accepted instead the aforesaid obligation of the Trust Company to pay to such holder upon delivery of such bond to the Trust Company before January 2, 1954, the said amount of the principal, interest and premium so deposited for the payment of such bond, and if any such bond so called for payment shall not be so delivered within six months after the date so specified as the date for such payment, then the Trust Company will also pay on the delivery of said bond to it before January 2, 1954, to the holder of such bond interest on the amount so deposited for the payment of such bond, from the expiration of such six months’ period at the rate regularly allowed by the Trust Company to depositors. If any such bond so called for pay¬ ment shall not be delivered by the holders thereof to the Trust Company before January 2, 1954, then the Trust Company shall be discharged from all liability to the holder of such bond, and shall, on January 2, 1954, pay to the Connecticut Company the amount which would have been payable by the Trust Company to the holder of such bond on January 1, 1954, if such holder on that day had delivered such bond to the Trust Company ; and thereafter the holder of said bond shall be an unsecured creditor of the Connecticut Company for said amount. Fifth. The Trust Company shall call, by giving notice as hereinafter provided, any or all of said Interest Guaranteed Bonds whether held in the Sinking Fund or otherwise issued and outstanding, for purchase by the Improvement Company from time to time, if the Improvement Company shall deliver in time to permit due notice as in Article Sixth provided, a re¬ quest in writing to the Trust Company for such call, specifying 12 the number of bonds to be called, and shall also, at the time of delivering such written request, deposit with the Trust Company cash equal in amount to the amount of the principal of all bonds so to be called and interest thereon to the date to be specified in said notice as the date for such purchase, and in addition thereto a premium of five per cent, of such principal. If the holder of bonds so called shall deliver them to the Trust Company at the date specified in said notice as the date for the purchase thereof or at any time thereafter before January 2, 1954, then the Trust Company shall on such deliv¬ ery pay to the holders thereof an amount equal to the principal of each bond so delivered and the interest due and unpaid thereon at the date specified in such notice as the date for such purchase, and in addition thereto a premium of five per cent, of such principal. If any Interest Guar¬ anteed Bonds so called shall not be delivered by the holders thereof to the Trust Company at the date so specified as the date for the purchase thereof, then the title to each such undelivered bond and to the indebtedness evidenced thereby and right to the possession of each such bond shall vest in the Improvement Company and interest on such bond subsequently accruing shall be paid to and be collectible by the Improvement Company, and the holder thereof shall be deemed to have released and discharged the Connecticut Company forever thereafter from all liability to such holder on account of such bond and to have accepted instead the aforesaid obli¬ gation of the Trust Company to pay to such holder upon delivery of such bond to the Trust Company before January 2, 1954, the said amount of the principal, interest and premium for the purchase of each such bond, and if any such bond so called for purchase shall not be so delivered within six months after the date so specified as the date for such purchase then the Trust Company will also pay on the delivery of said bond to it before January 2, 1954, to the holder of such bond, inter¬ est on the amount so deposited for the purchase of said bond, from the expiration of such six months period, at the rate 13 regularly allowed by the Trust Company to depositors. If any such bond so called for purchase by the Improvement Company shall not be delivered by the holder thereof to the Trust Com¬ pany before January 2, 1954, then the Trust Company shall be discharged from all liability to the holder of such bond and shall on January 2, 1954, pay to the Improvement Company the amount which would have been payable by the Trust Company to the holder of such bond on January 1, 1954, if such holder on that day had delivered such bond to the Trust Company ; and thereafter the holder of said bond shall be an unsecured creditor of the Improvement Company for said amount. Sixth. Every notice for a call of Interest Guaranteed Bonds for Sinking Fund purposes or for payment by the Connecticut Company, or for purchase by the Improvement Company as hereinbefore in Articles Third, Fourth and Fifth of this Agree¬ ment and Supplemental Mortgage provided, shall specify a date as the date for purchase or payment respectively of the bonds so called, which date shall be any first day of January or July, in¬ cluding and after January 1, 1905 ; and the Trust Company in each case shall cause such notice to be published at least twice in each week during the eight weeks next preceding the date so specified in one daily newspaper then published in each of the Cities of New York, Philadelphia and Bridgeport. Ifany Interest Guaranteed Bonds so to be called shall be registered, the Trust Company shall cause such notice to be mailed to each registered holder thereof to his address as the same appears on the books, at least fifty-six days before the date specified in such notice as the date for payment or purchase respectively. Interest Guaranteed Bonds at any time to be called for any of the said purposes unless all of said Interest Guaranteed Bonds are to be included in any one call, shall be chosen by lot by the Trust Company. Seventh. The failure or refusal of the holder of any Interest Guaranteed Bond to present the same upon maturity or after it shall have been called for any purpose named in i 4 this Agreement and Supplemental Mortgage, shall not deprive the Connecticut Company of the right to demand the satisfac¬ tion of said First and Refunding Mortgage or of this Agree¬ ment and Supplemental Mortgage, provided there shall be delivered to the Trustee under said First and Refunding Mort¬ gage affidavits of the publication of notices of the call of such undelivered Interest Guaranteed Bond and a certificate by an officer of the Trust Company to the effect that the deposit has been made with the Trust Company of the amount of the principal, interest and premium payable to the holder of each such undelivered Interest Guaranteed Bond, as hereinbefore provided ; and such affidavits and certificate when received by the Trust Compai^ shall, for the purpose of discharging said First and Refunding Mortgage of record, have the same force and effect, in respect of such undelivered Interest Guaranteed Bond, as certificates by representatives duly appointed on be¬ half of the Connecticut Company and of the Trust Company of the cancellation or destruction of such undelivered Interest Guaranteed Bond, in the presence of such representatives as provided in Article XII. of said First and Refunding Mortgage. Eighth. When the said First and Refunding Mortgage shall be satisfied and discharged of record, and the Connecticut Company shall have reimbursed the Improvement Company for all payments made by the Improvement Company under and in pursuance of this Agreement and Supplemental Mort¬ gage, then the Trust Company and the Improvement Company shall join in procuring the satisfaction and discharge of this Agreement and Supplemental Mortgage of record and in the execution of the proper instrument therefor. Ninth. The recitals and statements of fact herein contained shall be construed as made by the Connecticut Com¬ pany and Improvement Company and not by the Trust Com¬ pany, which has become a party hereto in token of its acceptance of the trusts hereby imposed upon it. The Trust Company shall not be responsible for the default or misconduct of any agent appointed by it in pursuance hereof, if such agent 15 shall have been selected with reasonable care, nor for anything whatever in connection with this trust, except wilful miscon¬ duct or gross negligence. The Trust Company shall be under no obligation or duty to perform any act hereunder, unless first given such reasonable indemnity as in the judgment of the Trust Company may be required for its protection. The Connecticut Company agrees to pay to the Trust Company a reasonable compensation for its services, and to reimburse it for its reasonable expenses hereunder. ITn Mitness Wbereof, the corporate names and seals of the several corporations, parties hereto, attested by the sig¬ natures of their respective officers thereunto duly authorized, have been hereunto affixed, on the day and year first above written. [seal.] CONNECTICUT RAILWAY AND LIGHTING COMPANY, By A. M. Young, President. Attest: Lewis Lillie, Treasurer. [seal.] THE UNITED GAS IMPROVEMENT COMPANY, By Attest: Thomas Dolan, President. W. H. Marshall, Assistant Secretary. [seal.] COLONIAL TRUST COMPANY, Trustee, By John E. Borne, President. Attest: E. L. Judson, Secretary. 6 STATE OF CONNECTICUT, County of Fairfield, City of Bridgeport, June 23, 1904. Personally appeared the above named A. M. Young, President, and Lewis Lillie, Treasurer of the Connecticut Railway and Lighting Company, signers and sealers of the foregoing instrument and acknowledged the same to be their free act and deed and the free act and deed of said corporation before me. [seal.] william T. HINCKS, Notary Public. i7 STATE OF PENNSYLVANIA, ^ County of Philadelphia, City of Philadelphia, June 23, 1904. Personally appeared the above named Thomas Dolan, President, and W. H. Marshall, Assistant Secretary of The United Gas Improvement Company, signers and sealers of the foregoing instrument and acknowledged the same to be their free act and deed and the free act and deed of said corpora¬ tion before me. [seal.] F. H. MAC MORRIS, Notary Public. i8 STATE OF PENNSYLVANIA, [■ ss.: County of Philadelphia, ) Acknowledgme?it (. Notary ). I, M. Russell Thayer, Prothonotary of the County of Philadelphia and Clerk of the Courts of Common Pleas of said County, which are Courts of Record having a common seal, being the officer authorized by the laws of the State of Penn¬ sylvania to make the following Certificate, do by my Deputy Charles B. Roberts, authorized by Act of Assembly of May 26, 1897, certify, that F. H. Mac Morris, Esquire, whose name is subscribed to the certificate of the acknowledgment of the annexed instrument and thereon written, was at the time of such acknowledgment a Notary Public for the Commonwealth of Pennsylvania, residing in the County aforesaid, duly commis¬ sioned and qualified to administer oaths and affirmations and to take acknowledgments and proofs of deeds or conveyances for lands, tenements and hereditaments to be recorded in said State of Pennsylvania and to all whose acts, as such, full faith and credit are and ought to be given, as well in Courts of Judicature as elsewhere ; and that I am well acquainted with the handwriting of the said Notary Public and verily believe his signature thereto is genuine, and I further certify that the said instrument is executed and acknowledged in conformity with the laws of the State of Pennsylvania. In Testimony Whereof, I have hereunto set my hand and affixed the seal of said Court, this 23rd day of June, in the year of our Lord one thousand nine hundred and four (1904). [seal.] M. RUSSELL THAYER, P?'otho?iotary. By C. B. Roberts, Dep. Pro thy. Durante Absentia, Secundum Legem. 9 STATE OF NEW YORK, County of New York, New York City, Borough of Manhattan, June 23, 1904. Personally appeared the above named John E. Borne, President, and Edmund L. Judson, Secretary of Colonial Trust Company, signers and sealers of the foregoing instru¬ ment and acknowledged the same to be their free act and deed and the free act and deed of said corporation before me. CHARLES EDGAR MILLS, Notary Public for New York State and County and a Commissioner of Deeds for [seat.] the States of Connecticut in [seal.] New \ork. i 3 0112 1 35646944