Univ.of Hi. Library 51 3/6, f CONSOLIDATED GAS COMPANY OF % NEW YORK WITH THE NATIONAL CITY BANK OF NEW YORK, AS TRUSTEE ®ruat Agre?m?nt Dated January 31, 1920 SECURING $25,000,000 FIVE YEAR SECURED SEVEN PER CENT. CONVERTIBLE GOLD BONDS Digitized by the Internet Archive in 2017 with funding from University of Illinois Urbana-Champaign Alternates https://archive.org/details/consolidatedgascOOcons AQrPPlttPttt, this 31st day of January, 1920, be- tween the Consolidated Gas Company of New York, a corporation organized and existing under the laws of the State of New York (hereinafter called the “Company”), party of the first part, and The National City Bank of New York, a corporation organized and existing under the laws of the United States of America (here- inafter called the “Trustee), party of the second part. Whereas, the Company has deemed it necessary to borrow money for its corporate purposes and, to that end, has duly authorized and directed an issue of bonds, not exceeding the aggregate principal amount of Twenty- Five Million Dollars, to be designated as its Five Year Secured Seven Per Cent. Convertible Gold Bonds, to be dated as of February 1, 1920, to mature February 1, 1925, to be secured by the pledge of the property herein- after described, to bear interest from February 1, 1920, at the rate of seven per cent, per annum, payable quar- terly on the first days of May, August, November and February in each year, to be convertible at the option of the respective holders thereof on February 1, 1922, or on any interest day thereafter, into an equivalent amount, par value, of the Company’s capital stock, to be signed in its corporate name by its President or a Vice-President, impressed with its corporate seal, attested by its Secre- tary or an Assistant Secretary, to have interest coupons attached, executed with the facsimile signature of its Treasurer, and to be authenticated by the certificate of the Trustee indorsed thereon, which Bonds, interest coupons and Trustee’s certificate are to be substantially in the following forms, respectively (except that the words “unless the Bond herein mentioned shall have been called for previous redemption, or shall have been previously converted”, shall be omitted from all 2 interest coupons maturing prior to May 1, 1922, and ex- cept that the words, “shall have been called for previous redemption, or,” shall be omitted from all interest cou- pons maturing May 1, 1922, and August 1, 1922, respec- tively) : [form of bond] No. $ United States of America CONSOLIDATED GAS COMPANY OF NEW YORK Five Year Secured Seven Per Cent. Convertible Gold Bond The Consolidated Gas Company of New York (hereinafter called the “Company”), for value received, promises to pay to Bearer, or, if this Bond be registered, to the registered holder hereof, on February 1, 1925, the principal sum of Dollars, and to pay interest thereon from the date hereof at the rate of seven per cent, per annum, quarterly, on the first days of May, August, November and February in each year. Until the maturity of this Bond, such interest shall be paid only upon presentation and surrender of the attached interest coupons as they severally mature. Both the principal and interest of this Bond are pay- able at the office of the Trustee hereinafter named, in the Borough of Manhattan, City and State of New York, in gold coin of the United States of America of or equal to the present standard of weight and fineness, without deduction for any tax or taxes, assessments or imposi- tions which the Company or the Trustee may be required or authorized to pay thereon or to retain or deduct therefrom under any present or future law whatever, except inheritance taxes and any federal income tax. This is one of an issue of Bonds of the Company all of like date and substantially similar tenor, except as to the principal amount thereof, not exceeding the aggre- gate principal amount of $25,000,000, all issued pursuant 3 to and equally secured by a certain Trust Agreement, dated January 31, 1920, executed between the Company and The National City Bank of New York, as Trustee, to which Agreement reference is hereby made for the terms thereof, a description of the security and a state- ment of the rights and obligations of the Company, the Trustee and the respective holders of the said Bonds with respect thereto. At the option of the Company, the said Bonds may be redeemed as a whole, but not in part, on September 1, 1922, or on the first day of the month next succeeding any subsequent interest day, upon sixty days’ prior pub- lished notice, at 102 1 /9 per cent, of the principal amount thereof and accrued interest in case of redemption during the year 1922, at 102 per cent, of the principal amount thereof and accrued interest in case of redemption dur- ing the year 1923, and at 101% of the principal amount thereof and accrued interest in case of redemption dur- ing the year 1921, all in the manner provided in the said Trust Agreement. On February 1, 1922, or on any interest day there- after prior to redemption or maturity, the holder hereof may, at his option, convert the principal of this Bond, upon the surrender hereof for that purpose, into an equivalent amount, par value, of this Company’s common capital stock, full paid and non-assessable, as the same shall be constituted at the time of such conversion. This Bond shall pass by delivery until registered in the owner’s name on books kept for that purpose at the office of the Trustee, such registration being noted hereon. After such registration no further transfer hereof shall be valid unless made on the said books by the registered holder in person or by duly authorized at- torney and similarly noted hereon ; but this Bond may be discharged from registry by being in like manner trans- ferred to bearer, and thereupon transferability by de- livery shall be restored. This Bond shall continue to be subject to successive registrations and transfers to bearer, at the option of the holder; but no registration shall affect the negotiability of the attached interest coupons, which shall continue to be payable to bearer and transferable by delivery merely. 4 The principal of all the said Bonds at any time, issued and outstanding may be declared, or may become, due and payable before maturity in the event of default by the Company as set forth in the said Agreement. This Bond shall not become obligatory for any pur- pose until authenticated by the execution by the Trustee of the certificate indorsed hereon. In witness whereof, the Company lias caused this Bond to be signed in its corporate name by its President or a Vice President and impressed with its corporate seal, attested by its Secretary or an Assistant Secretary, and the attached interest coupons to be executed with the facsimile signature of its Treasurer, as of February 1, 1920. Consolidated Gas Company of New York, By President. Attest : Secretary. [form of interest coupon] No. $ On ,19 , unless the Bond herein mentioned shall have been called for previous redemption, or shall have been previously converted, the Consolidated Gas Company of New York will pay to Bearer at The National City Bank of New York, in the Borough of Manhattan, City and State of New York, Dollars in United States gold coin, without deduction for taxes, except inheritance taxes and any federal income tax, being three months’ interest then due on its Five Year Secured Seven Per Cent. Convertible Gold Bond, No. Treasurer. 5 [form of trustee’s certificate] This is one of the Bonds described in the within men- tioned Trust Agreement. The National City Bank of New York, as Trustee, By And whereas all things necessary to make the Bonds, when duly authenticated by the Trustee, the valid, bind- ing and legal obligations of the Company, and to consti- tute this Agreement a valid instrument for the security thereof, have been done and performed, and the execution and delivery of this Agreement and the issue of the Bonds, as in this Agreement provided, have been in all respects duly authorized; Now, therefore, this Agreement witnesseth : That, in consideration of the premises and of the pur- chase and acceptance of the Bonds by those who shall hold the same from time to time, and of the sum of One Dollar to the Company duly paid by the Trustee, the receipt whereof is hereby acknowledged, and to secure the payment of the principal and interest of all the Bonds at any time issued and outstanding hereunder, according to their tenor and effect, and to secure the faithful observance and performance of all the covenants and conditions herein contained, the Company has assigned, conveyed, pledged, transferred and set over, and, by these presents, does assign, convey, pledge, trans- fer and set over nnto the Trustee, its successors and assigns, forever, all and singular the folloAving de- scribed shares of stock now owned by the Company (which, together with any other shares of stock or securi- ties which may at any time be held by the Trustee here- under, are hereinafter sometimes referred to, collectively, as the “pledged property”) : 6 Three hundred and fifty thousand (350,000) shares of the capital stock of The NeAv York Edison Com- pany, a corporation organized and existing under the laws of the State of New York, of the par value of One Hundred Dollars ($100) each, fully paid and non-assessable ; In trust, nevertheless, upon the terms and condi- tions herein set forth, for those who shall hold the Bonds and the interest coupons pertaining thereto, without preference of any of the Bonds or interest coupons over any of the others by reason of priority in the time of issue, sale or negotiation thereof, or otherwise for any cause whatever; Provided, however, and these presents are upon the express condition, that, if the Company, its successors or assigns, shall well and truly pay, or cause or secure to be paid, the principal of the Bonds and the interest due or to become due thereon, at the times and in the manner mentioned in the Bonds, according to the true intent and meaning thereof, and shall well and truly keep, perform and observe all the covenants and conditions in this Agreement expressed to be kept, performed and observed by it, and shall pay to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then this Agreement and the rights hereby granted shall cease, determine and be void, and the Trustee, in such case, on written demand of the Com- pany, shall cancel and satisfy this Agreement and shall deliver to or upon the written order of the Company, signed by its President or a Vice-President and its Secre- tary or an Assistant Secretary, the pledged property then in its possession ; otherwise to be and remain in full force and effect. 7 And it is hereby covenanted and agreed, that the Bonds are to be issued, authenticated and delivered, and the pledged property is to be held by the Trustee, subject to the following covenants, conditions, uses and trusts: ARTICLE FIRST. Designation, Form, Issue, Authentication and Regis- tration of Bonds, Section 1. The Bonds to be issued under this Agree- ment shall be designated as the Company’s “Five Year Secured Seven Per Cent. Convertible Gold Bonds”, and they and the interest coupons attached thereto shall be substantially in the forms and of the tenor hereinbe- fore recited, respectively. Bonds may be issued, at the option of the Company, in denominations of either $1000 or $500. Section 2. Upon the execution hereof, the Company shall execute in the manner hereinbefore recited and de- liver to the Trustee Twenty-Five Million Dollars, aggre- gate principal amount, of Bonds; and the Trustee shall thereupon authenticate the same and deliver the Bonds so authenticated to or upon the written order of the Company, signed by its President or a Vice-President. The Trustee shall be under no obligation to see to the proper application of the Bonds, or of the proceeds thereof, by the Company. Only such Bonds as shall be authenticated by a certificate substantially in the form hereinbefore recited, executed by the Trustee, shall be entitled to any right or benefit under this Agreement; and such authentication by the Trustee shall be conclusive evidence that any Bond so authenticated has been duly issued hereunder and that the holder is entitled to the benefits hereof. 8 Section 3. The holder of any definitive Bond may have the ownership thereof registered on books to be kept for that purpose at the office of the Trustee in the Borough of Manhattan, City and State of New York, and such registration noted on the Bond. After such regis- tration, no further transfer of such Bond shall be valid unless made on the said books by the registered holder in person or by duly authorized attorney and similarly noted on the Bond; but the same may be discharged from registry by being in like manner transferred to bearer, and thereupon transferability by delivery shall be restored. Bonds shall continue to be subject to suc- cessive registrations and transfers to bearer, at the option of their respective holders; but no registration of any Bond shall affect the negotiability of the interest cou- pons pertaining thereto, which shall continue to be pay- able to bearer and transferable by delivery merely. Section 4. Until definitive Bonds are prepared, the Company may execute and deliver typewritten or printed temporary Bonds, substantially of the tenor of the Bonds hereinbefore recited, except that such temporary Bonds shall be issued without interest coupons and need not contain provisions for registration. Such temporary Bonds shall be of the denominations of $500, $1000 or any multiple thereof, as the Company may determine, and shall bear upon their face the words, “Temporary Bond, exchangeable for a like principal amount of definitive Bonds’’, and shall be authenticated by the Trustee in substantially the same manner as is herein provided for the definitive Bonds, and such authentication shall be conclusive evidence that any temporary Bond so authen- ticated has been duly issued hereunder, and that the holder is entitled to the benefits of this Agreement. Any or all such temporary Bonds duly issued and authenti- cated hereunder shall be exchangeable for a like prin- 9 cipal amount of definitive Bonds, when such definitive Bonds are ready for delivery, and, upon any such ex- change, the temporary Bonds shall forthwith be cancelled by the Trustee and, upon demand, delivered to the Com- pany. Until so exchanged, such temporary Bonds shall in all respects be entitled to the benefits of this Agree- ment, as Bonds issued and authenticated hereunder; and interest, when and as paid, shall be indorsed thereon. Section 5. In case any Bond issued hereunder, with its interest coupons, if any, shall be mutilated, destroyed or lost, the Company in its discretion may issue, and thereupon the Trustee shall authenticate and deliver, a new Bond of like denomination, tenor and date, in ex- change and substitution for and upon the cancellation of the mutilated Bond and its interest coupons, or in lieu of and in substitution for the Bond and its interest cou- pons so destroyed or lost, upon receipt of evidence satis- factory to the Company and the Trustee of the destruc- tion or loss of such Bond and its interest coupons and upon the receipt, also, of indemnity satisfactory to them. ARTICLE SECOND. Covenants of the Company. The Company covenants with the Trustee and with the holders of the Bonds as follows : Section G. The Company will pay the principal and interest of all the Bonds duly issued hereunder according to the terms thereof and of this Agrement, without de- duction for any tax or taxes, assessments or impositions which the Company or the Trustee may be required or authorized to pay thereon or to retain or deduct therefrom 10 under any present or future law whatever, except inher- itance taxes and any federal income tax. Section 7. The Company will at all times, until the payment of all the Bonds issued hereunder, keep an office or agency in the Borough of Manhattan, City and State of New York, where notices and demands in respect of such Bonds may be served ; and it will, from time to time, give notice to the Trustee of the location of such office or agency. In case the Company shall fail so to do, notices may be served and demands may be made at the office of the Trustee. The Company will at all times keep or cause to be kept at the said office of the Trustee, books in which the ownership of any of the Bonds may be regis- tered, upon presentation thereof for such purpose, as provided in Section 3 hereof. Section S. The franchises and properties of the Company, both real and personal, are now wholly free from and unincumbered by any mortgage or other lien in the nature thereof. So long as any of the Bonds remain outstanding and unpaid, the Company will not execute any mortgage upon, or make any pledge of, any part of its property, other than shares of stock owned by it, unless all the Bonds then outstanding hereunder shall be secured equally and ratably with all other indebtedness secured by such mortgage or pledge. Section 9. So long as any of the Bonds remain out- standing and unpaid, the Company will maintain, pre- serve and keep all its property, buildings, machinery, equipment and fixtures in thorough repair and condi- tion, and will, from time to time, make all needful and proper repairs thereto and replacements thereof; and 11 the Company will promptly pay and discharge, or cause to be paid and discharged, any and all lawful taxes, rates, levies, assessments, liens, claims or other charges whatsoever upon its property and every part thereof, and upon the income derived from its operations; pro- vide d, that the Company shall not be required to pay or discharge any tax, rate, levy, assessment, lien, claim or other charge, so long as it shall in good faith and by appropriate legal proceedings contest the validity thereof. Section 10. So long as any of the Bonds remain out- standing and unpaid, the Company will keep all its buildings, machinery, equipment and fixtures, and all its stock and materials, adequately insured against loss or damage by fire or explosion, in such manner as the Company may deem advisable and to the same extent as is customary in the business in which such property is employed ; and the Company will furnish, or cause to be furnished, to the Trustee satisfactory evidence of all insurance, whenever requested by it. In case of loss or damage to any of the said prop- erty, whereby insurance moneys in the sum of Five Thousand Dollars, or more, shall be collected or re- ceived, all such insurance moneys shall be applied either (a) in or toward the restoration and replacement of the property so lost or damaged, or (b) in or toward the acquisition of other property for the uses of the busi- ness of the Company, the title to which shall be vested in it, or (c) in or toward the construction of new build- ings for the Company, or (d) in or toward the purchase or construction of new machinery, equipment and fixtures, which shall be in addition to the plant of the Company and not in substitution for other machinery, equipment or fixtures. 12 Section 11. So long as any of the Bonds remain out- standing and unpaid, additional stock of The New York Edison Company shall not be issued except for cash, at par, or for property purchased at its fair value, unless such proportion of such additional stock shall forthwith be pledged and deposited with the Trustee hereunder as shall make the total amount of such stock so pledged and deposited hereunder bear to the total outstanding capital stock of the said company a proportionate relation at least as high as that borne by the stock now pledged to the pres- ent total outstanding capital stock of the said company. Section 12. The Company will at all times do or cause to be done all things necessary to preserve and to keep in full force and effect its corporate existence, rights and franchises, and the corporate existence, rights and franchises of The New York Edison Company, and will comply, and will cause the said The New York Edison Company to comply, with all the laws of the State of New York and with all the lawful rules and regulations of the Public Service Commission having jurisdiction in the premises, in such manner and form as counsel may advise; and it will not do, suffer or permit any matter or thing whatsoever, whereby the payment of the indebtedness evi- denced by the Bonds issued hereunder might or could be hindered, delayed or imperilled, or whereby the security therefor might or could be impaired. ARTICLE THIRD. Redemption of Bonds. Section 1.3. The Company, at its option, may redeem all of the outstanding Bonds, but not part only thereof, on September 1, 1922, or on the first day of the month 13 next succeeding any subsequent interest day, at 102^ per cent, of the principal amount thereof and accrued interest, in case of redemption during the year 1922, at 102 per cent, of the principal amount thereof and ac- crued interest, in case of redemption during the year 1923, and at 101 per cent, of the principal amount thereof and accrued interest, in case of redemption during the year 1924. In case the Company shall desire so to redeem the outstanding Bonds, it shall publish in two daily news- papers of general circulation in the Borough of Manhat- tan, City and State of New York, once a week for eight successive weeks, the first publication to be not less than sixty nor more than sixty-five days before such redemp- tion date, notice of such intended redemption, specifying the place and date designated for redemption and requir- ing that the Bonds be then and there presented for pay- ment. If any of the Bonds are registered as to principal, notice of redemption shall also be mailed by the Company to the respective registered holders thereof, at least sixty days prior to the redemption date, at their addresses appearing upon the books of the Company. Section 14. Notice of redemption having been given as in this Article Third prescribed and an amount suffi- cient to redeem all the outstanding Bonds having been deposited with the Trustee on or before the redemption date, such Bonds shall, on the date designated in such notice, become due and payable at the office of the Trus- tee at the said redemption price ; and upon the presenta- tion thereof, with all interest coupons maturing subse- quently to the said redemption date, such Bonds shall be paid and shall thereupon be cancelled and delivered to the Company. After the date so fixed for redemption, the Bonds shall cease to bear further interest. 14 ARTICLE FOURTH. Conversion of Bonds. Section 15. The holder of any of the Bonds shall have the right, at his option, on February 1, 1922, or on any interest day thereafter prior to redemption or maturity, to convert the principal of such Bonds into an equivalent amount, par value, of the Company’s common capital stock, full paid and non-assessable, as the same shall be constituted at the time of such conversion ; and, upon the surrender of the Bonds so to be converted, with all unma- tured interest coupons attached, at the office of the Trus- tee, the Company will deliver, or cause to be delivered, in exchange therefor, certificates for such stock. Upon any such conversion, the Trustee shall cancel the Bond so sur- rendered, and its interest coupons, and shall deliver the same to the Company ; and thereupon such Bond shall be, and be deemed to be, satisfied and discharged. ARTICLE FIFTH. Control of Pledged Property. Section 16. The Trustee may, but it shall not be obliged to, cause all shares of stock at any time pledged with it hereunder, to be transferred into its name as Trus- tee, or into the name of its nominee or nominees, and shall hold the same, subject to the terms and conditions of this Agreement. Section 17. So long as the Company shall not be in default hereunder to the knowledge of the Trustee, the Company shall be entitled, from time to time, to collect for its own use all dividends which may be declared on 15 any stock which shall at the time be pledged hereunder, and all sums which may accrue as interest upon any mon- eys deposited with the Trustee hereunder; and the Trustee, upon the written request of the Company, signed by its President or a Vice-President and its Secretary or an Assistant Secretary, shall, from time to time, pay over to the Company, or to its Treasurer or other officer or agent designated in such request, any and all sums which may be received or collected by the Trustee for dividends on any stock so pledged, and any and all sums which may accrue as interest on any moneys so deposited with the Trustee. Section 18. So long as the Company shall not be in default hereunder to the knowledge of the Trustee, the Company shall have the right to vote upon all stock pledged hereunder for all purposes not contrary to the covenants herein contained, or otherwise inconsistent with the provisions or purposes of this Agreement, and with the same force and effect as though such stock were not pledged hereunder; and, from time to time, upon written demand of the Company, signed by its President or a Vice-President, the Trustee shall execute and deliver, or cause to be executed and delivered, to the Company or its nominee, suitable powers of attorney or proxies, without power of substitution, to vote upon any stock which at the time shall be held by the Trustee hereunder in its own name or in the name of a nominee, but every proxy given pursuant to the foregoing provisions (unless it be limited so as expressly to authorize the casting of a vote only for a specific purpose or purposes authorized by this Agreement, or not inconsistent herewith) shall contain a provision substantially in the following form : “The holder of this proxy shall have no right to vote for, but is instructed to vote against, any lease, 16 mortgage, sale, increase of capital stock, consolida- tion, or charge upon either the property or the earn- ings of The New York Edison Company which in the judgment of the holder hereof may materially im- pair or diminish the value of any of the securities pledged under the Trust Agreement, dated January 31, 1920, executed by the Consolidated Gas Company of New York to The National City Bank of New York, as Trustee.” Section 19. Whenever the principal of any Bond shall be converted into the capital stock of the Company, in the manner hereinbefore provided in Article Fourth hereof, the Trustee shall, upon the written request of the Com- pany, signed by its President or a Vice-President and its Secretary or an Assistant Secretary, release from the lien hereof and deliver to the Company, or to its Treasurer or other officer or agent designated in such request, Seven Hundred Dollars, par value, of the capital stock of the said The New York Edison Company then pledged here- under for every Five Hundred Dollars, principal amount, of Bonds so converted. ARTICLE SIXTH. Remedies in Case of Default. Section 20. If default be made in the payment of the principal of any of the Bonds, or if default be made in the payment of any instalment of interest thereon and such default shall continue for thirty days, or if default be made in the performance of any other covenant, con- dition or agreement on the part of the Company in the Bonds or in this Agreement contained and such default shall continue for thirty days after written notice thereof shall have been given to the Company by the Trustee, which shall give such notice upon the written request of the holders of twenty-five per cent, in amount of the Bonds then outstanding, then, in each and every such 17 case, the Trustee, by written notice to the Company, may, and shall upon the written request of the holders of twenty-five per cent, in amount of the Bonds then out- standing, declare the principal of all the Bonds then out- standing to be due and payable immediately ; and, upon such declaration, the same shall become immediately due and payable, anything in this Agreement or in the Bonds contained to the contrary notwithstanding; pro- vided , that if, at any time, either before or after the principal of the Bonds shall have been so declared due and payable, but before any sale of the pledged property shall have been made, all arrears of interest upon all the Bonds, with interest on overdue instalments of inter- est at the rate of seven per cent, per annum, together with the reasonable charges and expenses of the Trus- tee, its agents and attorneys, shall have been paid by the Company and all other obligations in respect of which the Company shall have been in default hereunder shall be performed and observed and made good, then, in each such case, the holders of a majority in amount of the Bonds then outstanding, by written notice to the Com- pany and to the Trustee, may waive such default and its consequences and rescind any such declaration; but no such waiver shall extend to or affect any subsequent de- fault or impair any right consequent thereon. Section 21. If default be made by the Company in any of the respects specified in Section 20 hereof, and such default shall continue for the period, if any, therein specified, then, in each and every such case, the Trus- tee may and, upon the written request of the holders of twenty-five per cent, in aggregate principal amount of the Bonds then outstanding, shall, either (a) offer for sale and sell all the pledged property then in its possession, or ( b) proceed by a suit or suits at law or 18 in equity, as the Trustee may be advised by counsel, to enforce the payment of tlie Bonds or the performance of any of the covenants or conditions in respect of which the Company may be in default hereunder, or to fore- close this Agreement and sell the pledged property under the judgment or decree of a court of competent juris- diction. All rights of action under this Agreement may he enforced by the Trustee without the possession of any Bond or the production thereof on the trial or other pro- ceedings relative thereto. Section 22. Any sale or sales hereunder, unless a court of competent jurisdiction shall otherwise direct, shall be made at public auction at such place in the Borough of Manhattan, City of New York, and at such times and on such terms as the Trustee may determine, and the pledged property may be sold in such lots and such sales may be conducted in such manner as the Trustee may from time to time determine, or as may from time to time be directed by the holders of a ma- jority in aggregate principal amount of the Bonds then outstanding. Notice of any such sale, whether under power of sale herein granted or under judicial proceed- ings, shall state the time when and the place where the same is to be made, shall contain a brief description of the pledged property to be sold and shall be published twice a week for two successive weeks prior to the date fixed for such sale in two daily newspapers of general circulation published in the Borough of Manhattan, City of New York; and such other notice shall also be given as may be required by any statute or rule or order of court. The Trustee shall have power, in its discretion, to adjourn any sale, from time to time, as to the whole or any part of the pledged property and, if so adjourned, 19 to make such sale upon the day to which the adjourn- ment is had, without further notice. Any sale made as herein provided shall be a perpetual bar, both at law and in equity, against the Company and its successors, and against all persons claiming or to claim the pledged property, or any part thereof, by, through or under it or them. Section 23. Upon the sale of the pledged property, whether under the power of sale herein granted or under judicial proceedings, every purchaser shall be entitled, in making payment therefor, after paying in cash so much as may be necessary to cover the costs and expenses of the sale and of the proceedings incident thereto, and all other charges that may be required by decree or other- wise to be paid in cash, including the compensation of the Trustee and its expenses, to appropriate and use toward the payment of the remainder of the purchase price any of the Bonds and interest coupons outstand- ing hereunder, reckoning each Bond and interest cou- pon so appropriated and used at such sum as shall be payable thereon out of the net proceeds of the sale. If the net proceeds of such sale shall be sufficient to pay such Bonds and interest coupons in full, they shall be cancelled and, upon written demand, surrendered by the Trustee to or upon the order of the Company; but if the sum applicable in respect thereto is not sufficient to pay such Bonds in full, the sum so allowed on account thereof shall be noted thereon as paid. At any sale, the Trustee, either in behalf of the holders of the Bonds or in its own behalf, or any holder of any Bond, may bid for and may purchase such property, and may make payment therefor as aforesaid, and, upon compliance with the terms of sale, may hold, retain and dispose of such property without further accountability. 20 In case of any sale of any part of the pledged prop- erty, the whole of the principal of the Bonds then out- standing, if not previously due, shall become immediately due and payable, anything in the Bonds or in this Agree- ment contained to the contrary notwithstanding. Section 24. The proceeds of any sale of the pledged property, whether under the power of sale hereby granted or pursuant to judicial proceedings, together with any other sums which may then be held by the Trustee under any of the provisions of this Agreement as part of the security hereunder, shall be applied, as follows : First. To the payment of the costs, expenses, fees, and other charges of such sale, and a reason- able compensation to the Trustee, its agents and at- torneys, and to the payment of all expenses and lia- bilities incurred and advanced, or disbursements made, by the Trustee; Second. To the payment of the whole amount then due and unpaid either for principal or interest, or for both principal and interest, upon the Bonds, with interest on the overdue instalments of interest at the rate of seven per cent, per annum ; and, in case such proceeds shall be insufficient to pay in full the whole amount so due and unpaid, then to the pay- ment of such principal and interest ratably, accord- ing to the aggregate of such principal and the accrued and unpaid interest, without preference or priority of principal over interest, or of interest over principal, or of any instalment of interest over any other instalment of interest; Third. To the payment of the remainder, if any, to the Company, its successors or assigns, or to 21 whomsoever may be lawfully entitled to receive the same. Section 25. If default be made by the Company in any of the respects specified in Section 20 hereof and such default shall continue for the period, if any, therein speci- fied, the Trustee shall cancel all proxies theretofore deliv- ered by it to the Company with respect to any of the pledged stock and shall itself vote the same in such man- ner as it may, in its discretion, deem advisable; and the Trustee shall be entitled to receive and collect, for the benefit of the holders of the Bonds, any and all sums which may thereafter become due and payable as divi- dends upon any shares of stock pledged hereunder or which may thereafter accrue as interest upon any moneys deposited with the Trustee hereunder. The Trustee shall apply any and all moneys so received and collected by it, as follows : First. In case the principal of the Bonds shall not have become due, to the payment of the interest in default thereon in the order of the maturity of the instalments of such interest, with interest thereon at the rate of seven per cent, per annum, such pay- ments to be made ratably to the persons entitled thereto, without any discrimination or preference; or Second. In case the principal of the Bonds shall have become due, by declaration or otherwise, to the payment of the accrued interest thereon (with in- terest on overdue instalments thereof at the rate of seven per cent, per annum) in the order of the maturity of such instalments, and, if any surplus re- mains, toward the payment of the principal of the Bonds, then due; such payments in every instance to 22 be made ratably to the persons entitled thereto, with- out any discrimination or preference. Upon the payment in full, as above provided, of what- ever sum or sums may have been due for principal and/or for interest, or payable for other purposes, and upon the fulfillment and performance of all other obligations of the Company in respect of which it was in default under this Agreement, the Company shall thereafter be entitled to vote the pledged stock and to receive the income from the pledged property, unless the same shall have been sold as in this Article Sixth provided, in the same manner and to the same extent as though no default had occurred. Section 26. If default be made by the Company in the payment of the principal or interest of any of the Bonds, whether the same shall become due by declaration, notice of redemption or otherwise, then, in each such case, upon demand of the Trustee, the Company agrees to pay to the Trustee for the benefit of the holders of the Bonds and interest coupons then outstanding, the whole amount then due and payable on all such outstanding Bonds and interest coupons, with interest upon overdue instalments of interest at the rate of seven per cent, per annum, and, in addition thereto, such further amount as shall be suffi- cient to cover the cost and expenses of collection, includ- ing a reasonable compensation to the Trustee, its agents, attorneys and counsel and any expenses or liabilities in- curred by the Trustee hereunder; and in case the Com- pany shall fail to pay the same forthwith upon demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled to recover judgment against the Company for the whole amount thereof and to issue exe- cution thereon against the whole or any part of the prop- erty of the Company, real or personal. 23 Any moneys collected by the Trustee under this Sec- tion 26 shall be applied by the Trustee in the same order and in the same manner as provided in Section 24 hereof for the application of the proceeds of the sale of the pledged property. Section 27. All remedies conferred by this Agreement shall be deemed cumulative and not exclusive, and shall not be so constructed as to deprive the Trustee of any legal or equitable remedy by judicial proceedings appro- priate to enforce the conditions, covenants and agree- ments of this Agreement. Section 28. No holder of any Bond issued hereunder shall have the right to institute any suit, action or pro- ceeding, at law or in equity, for the collection of any sum due from the Company on such Bond, for principal or interest, or upon or in respect of this Agreement, or for the execution of any trust or power hereof, or for any other remedy under or upon this Agreement (except for the conversion of the principal of any Bonds into stock, as hereinbefore provided), unless such holder shall pre- viously have given to the Trustee written notice of an existing default, and unless, also, such holder or holders shall have tendered to the Trustee security and indem- nity satisfactory to it against all costs, expenses and lia- bilities which might be incurred in or by reason of such action, suit or proceeding, and unless, also, the holders of twenty-five per cent, in amount of the Bonds then out- standing shall have requested the Trustee in writing to take action in respect of such default and the Trustee shall have declined or failed to take such action within thirty days thereafter; it being intended that no one or more holders of Bonds shall have any right in any man- ner to enforce any right hereunder, or under or in respect 24 of any of the Bonds (except for the conversion into stock of the principal of any Bonds), except in the manner herein provided, and for the equal, proportionate benefit of all holders of the outstanding Bonds. ARTICLE SEVENTH. Sundry Provisions. Section 29. Any demand, request or other instrument required by this Agreement to be signed or executed by the holders of any Bonds may be in any number of con- current writings of similar tenor, and may be signed or executed by such holders in person, or by attorney appointed in writing. Proof of the execution of any such demand, request or other instrument, or of the writing appointing any such attorney, and of the ownership by any person of any Bonds, shall be conclusive in favor of the Trustee and of the Company, with regard to due action taken by the Trustee or by the Company pursuant to such instrument, if such proof be made in the following manner : The fact and date of the execution by any person of any such demand, request or other instrument or writing may be proved by the certificate of any notary public or any officer of any jurisdiction, authorized by the laws thereof to take acknowledg- ments of deeds to he 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 an affidavit of a wit- ness to such execution duly sworn to before any such notary public or other officer. The fact of the holding of any Bonds which shall not at the time be registered as "to principal and the amounts and serial numbers of such Bonds and the date of holding the same, may be proved by a certifi- cate executed by any trust company, bank, banker or other depositary (wherever situated), if such cer- 25 tificate shall be deemed by the Trustee to be satis- factory, showing that at the date therein mentioned the person named in such certificate had ou deposit with or exhibited to such depositary the Bonds de- scribed in such certificate. For all purposes of this Agreement and of any proceeding pursuant hereto for the enforcement hereof or otherwise, such person shall be deemed to continue to be the holder of such Bonds until the Trustee shall have received notice in writing to the contrary. The ownership of any reg- istered Bonds shall be proved by the register of such Bonds. Section 30. As to all Bonds the ownership of which shall at the time be registered, the person in whose name the same shall be registered on the books of the Company shall for all purposes of this Agreement be deemed and regarded as the owner thereof, and payment of or on ac- count of the principal of any such Bond so registered shall be made only to or upon the order of such registered holder. Such payment shall be valid and effectual to satisfy and discharge the liability of the Company upon such Bonds to the extent of the sum or sums so paid. The holder of any Bond the ownership of which shall not at the time be registered and the holder of any inter- est coupon pertaining to any Bond, whether the owner- ship of such Bond be registered or not, shall, for all pur- poses of this Agreement, be treated as the absolute owner of such Bond or interest coupon; and neither the Com- pany nor the Trustee shall be affected by any notice to the contrary. Section 31. No recourse shall be had for the payment of either principal or interest of any Bond or for any claim based thereon or otherwise in any manner in respect thereof or in respect of this Agreement, to or against any stockholder, officer or director of the Com- ‘26 pany, past, present or future, or his legal representatives or assigns, either directly or through the Company, by virtue of any statute, or by the enforcement of any assessment or penalty, or in any manner. Section 32. All the covenants, stipulations and agreements in this Agreement contained by or on behalf of the Company, are and shall be for the sole and exclu- sive benefit of the parties hereto and of the respective holders and owners of the Bonds and interest coupons hereby secured, and shall bind and apply to the suc- cessors and assigns of the Company, whether so expressed or not. Whenever, in this Agreement, either of the parties hereto is named or referred to, it shall be deemed to include the successor or successors and assigns of such party, and all covenants, promises and agreements in this Agreement contained by or on behalf of the Company, or by or on behalf of the Trustee, shall bind and inure to the benefit of the respective successors and assigns of such party, whether so expressed or not. ARTICLE EIGHTH. Concerning the Trustee. Section 33. The Trustee accepts the trusts of this Agreement and agrees to execute them upon the terms and conditions hereof, including the following, to all of which the Company and the holders of the Bonds agree: The Trustee shall be under no obligation to see to the performance or observance of any of the covenants or agreements on the part of the Company. The Trustee shall not be accountable in respect of the validity of this Agreement or of the Bonds, nor for the sufficiency of the security provided hereby ; and it makes no representation in respect thereof. 27 The Trustee shall not he responsible for the recitals herein or in the Bonds contained, as to the acts or powers of the Company or its stockholders, or otherwise, all of which are made by the Company, solely; nor shall the Trustee be responsible in any manner for effecting or renewing insurance upon any of the property of the Com- pany, or for the payment of any tax, assessment or impo- sition which may at any time be levied or assessed against the Company or any of its property. The Trustee shall be entitled to reasonable compensa- tion for all services rendered hereunder, and such com- pensation, as well as all reasonable expenses necessarily incurred and actually disbursed hereunder, the Company agrees to pay ; and, until so paid, the Trustee shall have a lien therefor upon the pledged property, preferential to the Bonds. Until the Trustee shall have received written notice to the contrary from the holders of not less than twenty- five per cent, in amount of the Bonds then outstanding, the Trustee may, for all the purposes of this Agreement, assume that no default has been made in the payment of any of the Bonds or of the interest thereon, or in the observance or performance of any other of the covenants contained in the Bonds or in this Agreement, and that the Company is not in default under this Agreement. The Trustee shall not be under any obligation to take any action hereunder, which in its opinion will be likely to involve it in expense or liability, unless one or more holders of Bonds shall, as often as required by the Trus- tee, furnish it security and indemnity satisfactory to it against such expense and liability ; nor shall the Trustee be required to take any action in respect of any default hereunder unless requested by an instrument in writing signed by the holders of not less than twenty-five per cent, in amount of the Bonds then outstanding. 28 Any action taken by the Trustee at the request or with the consent of any person who at the time is the owner of any Bond shall be conclusive and binding upon all future holders of such Bond. The Trustee shall not be answerable for the default or misconduct of any agent or attorney appointed by it in pursuance hereof, if such agent or attorney shall have been selected with reasonable care, nor for any error of judgment, nor for any act done or omitted by it in good faith, nor for any mistake of fact or of law, nor for any- thing whatever in connection with this Agreement, except for its own wilful misconduct. The Trustee may advise with legal counsel; and any action under this Agreement, taken or suffered in good faith by the Trustee in accordance with the opinion of counsel, shall be conclusive on the Company and on all holders of Bonds, and the Trustee shall be fully protected in respect thereto. The Trustee shall be protected in acting upon any notice, request, waiver, consent, certificate, affidavit, indemnity bond or other instrument believed by it to be genuine and to be signed by the proper party or parties. Section 34. The Trustee or any successor may resign as trustee hereunder by filing with the Company an in- strument in writing, resigning the trusts hereby created, two weeks (or such shorter time as may be accepted by the Company as adequate) before such resignation shall take effect. Any trustee hereunder may be removed at any time by an instrument in writing filed with the trustee for the time being acting hereunder and executed by the holders of two-thirds in amount of the Bonds then outstanding; provided , there be paid to the trustee so removed all moneys due to it hereunder. 29 Section 35. In case, at any time, any trustee acting hereunder shall resign or shall be removed or otherwise shall become incapable of acting, a successor may be appointed by the holders of a majority in amount of the Bonds then outstanding by an instrument signed by such holders or their attorneys in fact duly authorized; but until a new trustee shall be so appointed hereunder, the Company may, by an instrument in writing, executed by order of its Board of Trustees, appoint a trustee to fill such vacancy. Any new trustee so appointed by the Com- pany shall immediately be superseded by a trustee ap- pointed in the manner above provided by the holders of a majority in amount of the Bonds. Any trustee appointed under any of the provisions of this Article shall always be a trust company or national banking association having an office in the Borough of Manhattan, City of New York, and having a capital and surplus aggregating at least One Million Dollars, if there shall be such a trust company or banking association will- ing and able to accept the trusts upon reasonable or cus- tomary terms. Section 36. Any successor trustee appointed here- under shall execute and deliver to the Company and to the retiring trustee an instrument accepting such appoint- ment hereunder, and thereupon such successor trustee shall be invested with the same authority, rights, powers and duties herein provided for the trustee; but the trus- tee so resigning or removed, shall, at the request of the Company, its successors or assigns, or of the successor trustee so appointed, and upon payment of its charges and disbursements then unpaid, make and execute such deeds, conveyances, assignments or assurances to its suc- cessor as its successor may reasonably require, and shall deliver to such successor in negotiable form or accom- 30 panied by suitable transfer powers all the pledged prop- erty and cash then in its possession hereunder. In witness whereof, the Company and the Trustee have caused this Agreement to be signed by their respective Presidents or Vice-Presidents, and their respective corporate seals to be hereto affixed, duly at- tested, as of the day and year first above written. Consolidated Gas Company of New York, By Geo. B. Cortelyou, [corporate President. SEAL ] Attest : H. M. Brundage, Secretary. The National City Bank of New York, By Thos. A. Reynolds, [corporate Vice-President. SEAL ] Attest : II. G. Bechtel, Assistant Cashier. 31 State of New York,) County of New York. [ On the 30th day of January, 1920, before me per- sonally came George B. Cortelyou, to me known, who, be- ing by me duly sworn, did depose and say, that he resides in the City and State of New York; that he is the Presi- dent of the Consolidated Gas Company of New York, one of the corporations described in and which executed the foregoing instrument; that lie knows the seal of the said corporation; that the seal affixed to the said instru- ment is such corporate seal ; that it was so affixed by authority of the Board of Trustees of the said corpora- tion, and that he signed his name thereto by like authority. Edgar S. Murray, Notary Public, Bronx County No. 34 Certificate filed in New York County No. 152 Bronx County Register’s No. 226 [notarial New York County Register’s No. 10163 seal] Commission expires March 30, 1920 State of New York,) County of New York.} On the 31st day of January, 1920, before me per- sonally came Thomas A. Reynolds, to me known, who, being by me duly sworn, did depose and say, that he re- sides in the City and State of New York; that he is a Vice-President of The National City Bank of New York, one of the corporations described in and which executed the foregoing instrument ; that he knows the seal of the said corporation; that the seal affixed to the said instrument is such corporate seal ; that it was so affixed by authority of the Board of Directors of the said corporation, and that he signed his name thereto by like authority. J. A. Hurley, Certificate filed in New York County [notarial New York County Clerk’s No. 368 seal] New York Register’s No. 10294 E27