Univ.of ill. Library ' 51 3l+f BETHLEHEM STEEL CORPORATION AND BETHLEHEM STEEL COMPANY TO BANKERS TRUST COMPANY Trustee. ftrust Unbentuve, Dated July 15, 1918. # 50 , 000,000 SECURED SERIAL SEVEN PER CENT. GOLD NOTES. Digitized by the Internet Archive in 2017 with funding from University of Illinois Urbana-Champaign Alternates https://archive.org/details/bethlehemsteelcoOObeth This Indenture, dated the fifteenth day of July, in the year nineteen hundred and eighteen, between Bethlehem Steel Corporation, a corporation created and existing under the laws of the State of New Jersey (hereinafter called the Corporation), party of the first part, Bethlehem Steel Company, a corporation created and existing under the laws of the Commonwealth of Pennsylvania (hereinafter called the Company), party of ' the second part, and Bankers Trust Company, a corpora¬ tion created and existing under the laws of the State of New York (hereinafter called the Trustee), party of the third part : Whereas, the Corporation, being thereunto duly au¬ thorized, has, for its corporate purposes and in aid of the Company, all of the capital stock of which (except directors’ shares) the Corporation owns, duly determined to execute and issue its Notes in the aggregate principal amount of $50,000,000, to be known as its “ Secured Serial Seven Per Cent. Gold Notes,” to be in coupon form, registerable as to principal, to be in the denomination of $1,000 each, to bear interest from the 15th day of July, 1918, at the rate of seven per centum per annum, payable semi-annually on each 15th day of January and July until maturity, to be pay¬ able both as to principal and interest at the office of Bankers Trust Company, a New York corporation, in the Borough of Manhattan, in the City of New York, in the State of New York, in gold coin of the United States of America, of or equal to the standard of weight and fineness as it existed July 15th, 1918, and both as to principal and interest without de¬ duction for any tax or other governmental charge (except for Federal income taxes in excess of two per centum), which the Corporation or the Trustee may be required to pay thereon 2 or to 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 ; and Whereas, said Notes are to be issued in five series, des¬ ignated Series A to E, inclusive, Series A to D, inclusive, being each for the aggregate principal amount of $7,500,000 and maturing respectively on the 15th day of July in each of the years 1919 to 1922, inclusive, and Series E being for the aggregate principal amount of $20,000,000 and maturing on July 15th, 1923 ; and Whereas, all of said Notes, or all of any one or more series thereof (but not less than all outstanding Notes of any series), are to be redeemable at the option of the Corpora¬ tion in the manner and at the prices hereinafter provided, and said Notes are to be exchangeable at the option of the holder for Consolidated Mortgage Thirty-Year Sinking Fund Six Per Cent. Gold Bonds, Series A, hereinafter more particu¬ larly described, upon the terms hereinafter set forth ; and Whereas, said Notes so to be issued (which are hereinafter termed the Notes), and the coupons for interest to be thereto attached, and the certificate of .authentication by the Trustee to be endorsed on the Notes are to be respectively in sub¬ stantially the following forms, with proper insertions in the Notes providing for the dates of maturity of the several series thereof according to the terms of this indenture : 3 [form of note.] No. $1,000. UNITED STATES OF AMERICA. State of New Jersey. BETHLEHEM STEEL CORPORATION. Secured Serial Seven Per Cent. Gold Note. Series Bethlehem Steel Corporation, a New Jersey corpora¬ tion (hereinafter called the Corporation), for value received, hereby promises to pay to the bearer, or, if registered, to the registered holder, of this Note, on the 15th day of July, 19 , at the office of Bankers Trust Company, a New York corporation, in the Borough of Manhattan in the City of New York, N. Y., one thousand dollars in gold coin of the United States of America, of or equal to the standard of weight and fineness as it existed on July 15, 1918, and to pay in¬ terest thereon from July 15, 1918, in like gold coin, at the rate of seven per cent, per annum, at said office semi¬ annually on each 15th day of January and 15th day of July, until maturity, but only upon presentation and surrender of the coupons hereto annexed as they severally mature. Both the principal and interest of this Note are payable without de¬ duction for any tax or other governmental charge (except for Federal income taxes in excess of two per centum) which the Corporation or the Trustee under the Indenture hereinafter mentioned may be required to pay thereon or to 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. This note is one of an authorized issue of Notes of the aggregate principal amount of $50,000,000, known as the Secured Serial Seven Per Cent. Gold Notes of the Corporation, to consist of five series designated A to E, inclusive, Series A 4 to D, inclusive, being each for the aggregate principal amount of $7,500,000, and maturing respectively on each 15th day of July in the years 1019 to 1922, inclusive, and Series E being for the aggregate principal amount of $20,000,000, and maturing on July 15, 1923, and all of like date and (except as to date of maturity) of like tenor, and all issued and to be issued under, and equally secured by, an Indenture dated July 15, 1918, executed by the Cor¬ poration and Bethlehem Steel Company, a Pennsylvania cor¬ poration, to said Bankers Trust Company, as Trustee, herein termed the Indenture. For a description of the nature and extent of the security and the terms and conditions upon which the Notes are secured, reference is made to the Indenture. The Notes are subject to redemption at the option of the Corporation, on thirty days prior notice by publication, as pro¬ vided in the Indenture, at the following percentages of the principal amount of the Notes, and with accrued interest in each case, viz. : 102% for Notes having four or more years to run from the date fixed for redemption; 101^% for Notes having three or more (but less than four) years to run from the date fixed for redemption ; 101% for Notes having two or more (but less than three) years to run from the date fixed for redemption ; 100^% for Notes having one or more (but less than two) years to run from the date fixed for redemp¬ tion ; and 100% for Notes having less than one year to run from the date fixed for redemption. Not less than all of the Notes of any one series at the time outstanding shall be redeemed at any one time, and if less than all of the Notes at the time outstanding are called for redemption, those of the series first maturing shall first be called. Upon the terms provided iu the Indenture, the holder of any one or more of the Notes, upon the surrender thereof to the Corporation, shall be entitled to receive, and the Corporation will deliver, iu exchange therefor Consolidated Mortgage 5 Thirty-Year Sinking Fund Six PerCent. Gold Bonds, Series A, of the Corporation, described in the Indenture, when pledged thereunder, of such aggregate principal amount that such bonds, taken at a price to yield six and one-half per cent, per annum (according to the tables of bond values specified in the Indenture), will equal the principal amount of the Notes so sur¬ rendered for exchange with a cash adjustment of accrued in¬ terest, and with a payment in cash by the Corporation of any frac¬ tional principal amount of bonds of less than $1,000 deliverable upon any such excliauge. Such right of exchange shall expire in the case of Notes of Series A to D, inclusive, on the 15th day of June immediately prior to the respective maturities thereof, and in the case of Notes of Series E, on March 15, 1923. No recourse shall be had for the payment of the principal or interest of this Note or any part hereof or for any claim based hereon or otherwise in respect hereof or of the indebt¬ edness represented hereby or by the coupons appertaining hereto or of the Indenture, against any incorporator, stock¬ holder, officer or director, as such, past, present or future, of the Corporation or of any successor corporation either directly or through the Corporation or any such successor corporation, whether by virtue of any statute or constitu¬ tional provision or by the enforcement of any assessment or otherwise, all such liability being by the acceptance hereof and as part of the consideration hereof expressly released. This Note shall pass by delivery unless registered in the name of the owner at the office or agency of the Corpora¬ tion in the Borough of Manhattan in the City of New York, such registration being noted hereon by the Corporation After such registration of ownership, duly noted hereon, no transfer shall be valid unless made at said office or agency by the registered owner in person or by attorney duly authorized and similarly noted hereon, but this Note may be discharged from registration by a transfer to bearer, duly noted hereon, and thereupon transferability by delivery shall be restored ; 6 but this Note may again from time to time be registered or transferred to bearer as before. The registration of this Note shall not affect the negotiability of the coupons which shall continue to be transferable by delivery. In case an event of default as defined in the Indenture shall happen, the principal of the Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture. This Note shall not be valid or become obligatory for any purpose until it shall have been authenticated by the cer¬ tificate of the Trustee under the Indenture, hereon endorsed. In Witness Whereof, said Bethlehem Steel Corporation has caused this Note to be signed in its name by its President or one of its Vice-Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Assistant Secretaries, and coupons for said interest to be attached hereto, bearing the facsimile signature of its Treasurer, as of the 15tli day of July, 1918. Bethlehem Steel Corporation, b y Vice-President. Attest : Assistant Secretary. [form of interest coupon.] No. $35. On the 15th day of , 19 , unless such Note shall have been called for previous redemption, Bethle¬ hem Steel Corporation, at the office of Bankers Trust Company in the Borough of Manhattan in the City of New York, will pay to bearer thirty-five dollars, United States gold coin, with¬ out deduction for any tax or other governmental charge (except for Federal income taxes in excess of two per centum), being six months’ intei^st then due on its Secured Serial Seven Per Cent. Gold Note, Series No. Treasurer. 7 [form of trustee’s certificate.] This is oue of the Notes described in tbe within-mentioned Indenture. Bankers Trust Company, Trustee, by Assistant Secretary. And Whereas, the Corporation, being thereunto duly authorized, has determined to secure the Notes by the deposit and pledge with the Trustee under this Indenture, of securities as hereinafter specified, and has authorized the execution and delivery of this Indenture ; and Whereas, the Company has outstanding an issue of $50,000,000, principal amount, of Two Year Five Per Cent. Secured Gold Notes issued under and secured by its Trust Agreement to Guaranty Trust Company of New York, as Trustee, dated February 15, 1917, which mature February 15, 1919, and the entire net proceeds of the sale of the Notes of the Corporation issued under this Indenture are to be paid by the Corporation to the Company to provide in part for the payment of its said Two Year Five Per Cent. Secured Gold Notes, aud in consideration thereof the Company, by authority of its Board of Directors aud stockholders, at meetings duly called and held, has deter¬ mined to make the temporary deposit and pledge hereinafter specified and to enter into the covenants and agreements as hereinafter expressed by it to be kept and performed ; aud Whereas, all things necessary to make the Notes, when au¬ thenticated by the Trustee and issued under this Inden¬ ture, the valid, binding aud legal obligation of the Corpora¬ tion, and to make this Indenture a valid, binding and legal agreement for the security thereof, have been done and per- fortrled : Now, Therefore, this Indenture Witnesseth, that in order to secure the paymeut of the Notes, at any time issued 8 and outstanding under this Indenture, according to their tenor, purport and effect, as well the interest thereon as the principal thereof, and to secure the performance and observance of all the covenants and conditions therein and herein contained, and for and in consideration of the prem¬ ises, and of the acceptance or purchase of the Notes by the holders thereof, and of the sum of one hundred dol¬ lars, lawful money of the United States of America, to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, (1) the Corporation has sold, assigned, transferred, pledged and set over, and by these presents doth sell, assign, transfer, pledge and set over, uuto the Trustee its successors in the trust, and its and their assigns, when issued by the Corpora¬ tion and delivered to the Trustee : $70,000,000, principal amount, in Consolidated Mort¬ gage Thirty-Year Sinking Fund Six Per Cent. Gold Bonds, Series A, of the Corporation (hereinafter called the Consolidated Mortgage Bonds, Series A), to be dated August 1, 1918, and to be issued under and secured by its mortgage and deed of trust, dated August 1, 1918, to Guaranty Trust Company of New York, as Trustee, said Bonds to be of the character and entitled to the security in subdivision (a) of Section 2 of Article Three hereof more particularly described ; and (2) the Compauy, pending the issue and delivery to the Trustee of said Consolidated Mortgage Bonds, Series A, has sold, assigned, transferred, pledged and set over, and by these presents doth sell, assign, transfer, pledge and set over, uuto the Trustee, its successors in the trust, and its and their assigns, the following securities : $37,600,000, principal amount, of Five Per Cent. British Treasury Notes, dated February 1, 1917, and 9 maturing February 1, 1919, or cash to the extent of $300,000 in lieu of a like principal amount of such Notes ; $24,000,000, principal amount, of First Lien and Refunding Mortgage Five Per Cent. Thirty-Year Gold Bonds, Series A, of said Bethlehem Steel Company, maturing May 1, 1942 ; $8,000,000, principal amount, of Purchase Money and Improvement Mortgage Five Per Cent. Twenty- Year Sinking Fund Gold Bonds of said Bethlehem Steel Company, maturing July 1, 1930 ; and $1,000,000, principal amount, of First Extension Mortgage Five Per Cent. Gold Bonds of said Bethle¬ hem Steel Company, maturing January 1, 1926. To Have and to Hold unto the Trustee and its suc¬ cessors in the trust and its and their assigns forever ; In trust, nevertheless, for the commou and equal use, benefit and security of all aud singular the person or persons, firm or firms, body or bodies politic or corporate, who shall from time to time be holders of any of the Notes or coupons thereto appertaining, and without preference of any of the Notes over any of the others bv reason of priority in the time of issue or negotiation thereof, or otherwise howsoever ; sub¬ ject to the terms, provisions and stipulations in the Notes contained, and for the uses and purposes aud upon and subject to the terms, conditions, provisions and agreements herein¬ after expressed and declared. ARTICLE ONE. FOUM, EXECUTION, DELIVERY AND REGISTRATION OF NOTES. Section 1. The Notes, together with the interest coupons appertaining thereto, shall be substantially of the tenor and purport above recited. They shall be issued in five series, designated Series A to E, inclusive, the principal amounts 10 and dates of maturity of said several series being as follows, to wit: Series A, $7,500,000, payable July 15, 1919 ; Series B, $7,500,000, payable July 15, 1920 ; Series C, $7,500,000, payable July 15, 1921 ; Series D, $7,500,000, payable July 15, 1922 ; and Series E, $20,000,000, payable July 15, 1923. The definitive Notes shall be in the denomination of one thousand dollars each, and the Notes of each series shall be numbered consecutively, and shall bear the dis¬ tinguishing serial letter of such series. The aggregate principal amount of all the Notes which may be issued and outstanding under this Trust Agreement at any one time shall not exceed $50,000,000. The Notes shall be exe¬ cuted on behalf of the Corporation and delivered to the Trustee for authentication by it, and thereupon, as pro¬ vided iu Article Two hereof and not otherwise, the Trustee shall authenticate and deliver the same to or upon the order of the Corporation. In case the officers who shall have signed any of the Notes shall cease to be such officers of the Corporation before the Notes so signed shall have been actually authenticated and delivered by the Trustee, such Notes, may, nevertheless, be adopted by the Corporation, and be issued, authenticated and delivered, as though the persons who signed such Notes had not ceased to be such officers of the Corporation ; and also any Note may be signed on behalf of the Corporation by such persons as at the actual time of the execution of such Note shall be the proper officers of the Corporation, although at the date of such Note such per¬ sons may not have been officers of the Corporation. The coupons to be attached to the Notes shall be authenticated by the facsimile signature of the present treasurer or of any future treasurer of the Corporation, and the Corporation may adopt and use for that purpose the signature of any person 11 who shall have been such treasurer, notwithstanding the fact that he may have ceased to be such treasurer at the time when the Notes shall be actually authenticated and delivered. Only such of the Notes as shall bear thereon endorsed a certificate substantially in the form hereinbefore recited, exe¬ cuted by the Trustee, shall be secured by this Indenture or entitled to any lien, right or benefit hereunder, and such authentication by the Trustee of any such Note exe¬ cuted ou behalf of the Corporation shall be conclusive evidence that the Note so authenticated has been duly au¬ thenticated and delivered hereunder and that the holder is entitled to the benefit of the trusts hereby created. Before authenticating or delivering any Note, all coupons thereto appertaining then matured shall be cut off and cancelled by the Trustee, and delivered to the Corporation. The Corporation, the Company and the Trustee may deem and treat the bearer of any Note which shall not be registered as to principal, and the bearer of any coupon for interest on any Note, whether such Note shall have been so registered or not, as the absolute owner of such Note or coupon for the purpose of receiving payment thereof and for all other pur¬ poses whatsoever, and the Corporation, the Company and the Trustee shall not be affected by any notice to the con¬ trary. The Corporation, the Company and the Trustee may deem and treat the registered owner of any Note which has been registered as to principal as the -absolute owner of such Note for all purposes except the payment of coupons, and the Corporation, the Company and the Trustee shall not be affected by any notice to the contrary. Section 2. Until the definitive Notes can be prepared, the Corporation may execute and, upon the request of the Corporation, the Trustee shall authenticate and deliver-, in lieu of definitive Notes and subject to the same provisions, limitations and conditions, one or more temporary printed, lithographed or typewritten Notes of any of said series of the 12 denomination of $1,000 or any multiple thereof, substantially of the tenor hereinbefore recited, but without coupons, and with appropriate omissions, insertions and variations, as may be required. Upon surrender of such temporary Notes of any series for exchange, the Corporation, at its own expense, shall pre¬ pare and execute, and, upon cancellation of such surrendered temporary Notes, the Trustee shall authenticate and shall deliver in exchange therefor, definitive Notes of the same series, for the same aggregate principal amount as the tempo¬ rary Notes surrendered, and, until so exchanged, the tempo¬ rary Notes shall in all respects be entitled to the same lien and security of this Indenture as the definitive Notes to be issued and authenticated hereunder, and interest, when and as payable, shall be paid and notation of such payment en¬ dorsed thereon. Section 3. In case any Note of any series, with the coupons thereto appertaining, shall become mutilated or be destroyed or lost, the Corporation in its discretion may is¬ sue, and thereupon the Trustee shall authenticate and de¬ liver, a new note of the same series and of like tenor, date and amount and bearing the same number, in exchange and substitution for, and upon cancellation of, the mutilated Note and its coupons, or in lieu of and substitution for the Note and its coupons so destroyed or lost. The applicant for such substituted Note shall furnish to the Corporation and to the Trustee evidence of the destruction or loss of such Note and its coupons so destroyed or lost, which evidence shall be satisfactory to the Corporation and to the Trustee in their discretion ; said applicant shall also furnish indemnity satis¬ factory to both of them in their discretion and shall comply with such other reasonable regulations as the Corporation or the Trustee may prescribe. Section 4. The Corporation will keep, at an office or agency to be maintained by it in the Borough of Manhattan, 13 in the City of New York, or at some bank or trust com¬ pany in said Borough, a sufficient register or registers for the registration and transfer of the Notes, and such register or registers shall at all times be open for inspection by the Trus¬ tee ; and, upon presentation for such purpose, the Corpora¬ tion will, under such reasonable regulations as it may pre¬ scribe, register as to principal any Note. The holder of any Note may have the ownership thereof registered at said office or agency, and such registration en¬ dorsed on the Note. After such registration no transfer shall be valid unless made at said office or agency by the registered holder in person or by his attorney thereunto duly authorized and similarly endorsed on the Note. Upon presentation to the registrar of the Corporation, at such office or agency, of any such Note registered as to principal, accompanied by de¬ livery of a written instrument of transfer, in the form ap¬ proved by the Corporation, executed by the registered holder in person or by his attorney thereunto duly author¬ ized, or endorsed in like manner for transfer, such Note shall be transferred upon such register and such transfer shall be endorsed by such registrar upon the Note. The regis¬ tered holder of any such Note registered as to principal also shall have the right to cause the same to be registered as payable to bearer, in which case transferability by delivery shall be restored, and thereafter the principal of such Note when due shall be payable to the person presenting the same. Any such Note registered as payable to bearer may be registered again in the name of the holder with the same effect as a first regis¬ tration thereof. Successive registrations and transfers, as aforesaid, may be made from time to time as desired, and each registration of a Note shall be endorsed by the registrar thereon. The registration of any Note, however, shall not affect the negotiability by delivery merely of coupons appertain¬ ing to such Note, but every such coupon shall continue to pass by delivery and shall remain payable to bearer. 14 ARTICLE TWO. ISSUE OF NOTES. Section 1. On the delivery to the Trustee of the Seventy mil¬ lion dollars ($70,000,000), principal amount, of the Consolidated Mortgage Bonds, Series A, of the Corporation specified in the pledging clauses hereof, or in the alternative and pending such delivery, upon the delivery to the Trustee of the other securities specified in said pledging clauses, the Trustee, forthwith and without any further action on the part of the Corporation, shall authenticate the Notes and deliver them on the written order of the Corporation, signed by its President or one of its Vice-Presidents, and by its Treasurer or one of its Assistant Treasurers. ARTICLE THREE. PARTICULAR COVENANTS OF THE CORPORATION AND THE COMPANY. Section 1. The Company covenants with the Corporation, that it will duly and punctually pay or cause to be paid, and the Company and the Corporation jointly and severally cove¬ nant with the Trustee that the Corporation and the Com¬ pany will duly and punctually pay or cause to be paid, to the holders of each and every of the Notes, the principal thereof and the interest accruing thereon, at the dates and place and in the manner mentioned in the Notes and in the coupons thereto appertaining, according to the true intent and meaning thereof, without deduction from either principal or in¬ terest for any tax or other governmental charge (except for Federal income taxes in excess of two per centum) which the Corporation or the Trustee may be required to pay thereon, or to 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. The interest 15 shall be payable only upon presentation and surrender of the respective coupons annexed to the Notes as such coupons respectively mature; and, when and as paid, all coupons shall forthwith be cancelled by the Corporation. Section 2. The Corporation covenants with the Trustee as hereinafter in this Section set forth : (a) The Corporation will on or before February 1, 1919, take all necessary corporate action for the authorization and issue, and will duly execute and issue and pledge with the Trustee, to be held by it as security hereunder for the pay¬ ment of the Notes, said Seventy million dollars ($70,000,000), principal amount, of the Consolidated Mortgage Bonds, Series A, said Bonds to be so deposited in substitution for the other securities specified in the pledging clauses hereof. The Trustee may, however, in its discretion, and upon the written request of Guaranty Trust -Company of New York and of Messrs. J. & W. Seligman & Co., of New York, shall, extend the time for the pledge of said Consolidated Mortgage Bonds, Series A, hereunder ; provided, however, that such time shall not be extended beyond June 1,1919. Said Con¬ solidated Mortgage Bonds, Series A, to be created and pledged as above stated shall bear date August 1, 1918, and shall be part of an authorized issue of not exceeding $500,000,000, prin¬ cipal amount, of bonds at any one time outstanding, and shall be issued under and they, and the other bonds of said author¬ ized issue (all of said bonds being hereinafter called the Con¬ solidated Mortgage Bonds), shall be secured by a mortgage and deed of trust (hereinafter called the Consolidated Mort¬ gage) to be executed by the Corporation and the Company to Guaranty Trust Company of New York, as Trustee, which shall be a direct mortgage on all of the manufacturing plants at the date hereof owned by the Company, by Penn Mary Steel Company, a Pennsylvania corporation, and by Eastern Coke Company, also a Pennsylvania corporation, and 16 upon other real estate owned by said companies (all of which manufacturing plants and real estate are, at the date of the ex¬ ecution of the Consolidated Mortgage, to be owned by said Bethlehem Steel Company) subject only to $76,668,000 aggre¬ gate principal amount of underlying bonded indebtedness out¬ standing and not pledged under the Consolidated Mortgage, and upon all appurtenances of the mortgaged property, and the betterments and improvements thereon, whether owned at the date of the Consolidated Mortgage or thereafter con¬ structed or acquired, subject only to any liens existing prior to such acquisition and to purchase money liens and the lien of the mortgages securing said underlying bonded indebtedness in so far as the same shall attach thereto, and also upon all after- acquired additional real estate and plants of the Company for the acquisition of which Consolidated Mortgage Bonds shall be authenticated and delivered. The Consolidated Mortgage Bonds shall also be secured by the pledge with the Trustee under the Consolidated Mortgage of the following securities : $24,000,000, principal amount, of First Lieu and Refund¬ ing Mortgage Five Per Cent. Thirty-Year Gold Bonds, ISeries A, of said Bethlehem Steel Company, maturing May 1, 1942 ; $1,000,000, principal amount, of First Extension Mortgage Five Per Cent. Gold Bonds, of said Bethlehem Steel Company, maturing January 1, 1926 ; $9,368,000, principal amount, of Purchase Money and Im¬ provement Mortgage Five Per Cent. Twenty- Year Sinking Fund Gold Bonds of said Beth¬ lehem Steel Company, maturing July 1, 1936 ; $97,000, principal amount, of Five Per Cent. Mortgage Bonds of Maryland Steel Company of Balti¬ more County, maturing February 1, 1922 ; $69,000, principal amount, of Consolidated Joint Mortgage Bonds of The Pennsylvania Steel Company and said Maryland Steel Company of Balti¬ more County, maturing September 1, 1925 ; 17 $900,000, principal amount, of mortgage bonds of said Penn Mary Steel Company secured by a mort¬ gage, dated July 1,1918, executed by it to said Bethlehem Steel Company upon certain prop¬ erties located at Sparrows Point, Maryland, subject, however, to the liens then existiug thereon, said bonds maturing July 1, 1928. The Consolidated Mortgage shall also provide in substance that all other bonds at any time after the date thereof issued under the First Lien and liefundiug Mortgage of the Com¬ pany or under the Purchase Money and Improvement Mortgage of the Company and Penn Mary Steel Company, or under the First Mortgage of Penn Mary Steel Company securing an authorized issue of $13,000,000, principal amount, of its First Mortgage Twenty-Year Sinking Fund Gold Bonds, due Janu¬ ary 1, 1937, or at any time after the date thereof (or, in the case of a mortgage upon after-acquired property, at any time after the acquisition thereof) issued under any mortgage which shall constitute a lien prior to the lien of the Consoli¬ dated Mortgage upon real estate or plants covered thereby, shall be pledged under the Consolidated Mortgage against the issue of Consolidated Mortgage Bonds as in the Consolidated Mortgage to be provided. The Consolidated Mortgage Bonds shall also be secured by the pledge (subject only to the lien, if any, of the existing Guaranty Agreement executed by the Corporation to The Equitable Trust Company of New York, dated May 15, 1912) of all the shares of stock (except directors’ shares), all of the par value of $100 each except as hereinafter stated, in the following corporations, viz. : (1) 1,299,955 shar-es of the capital stock of said Bethlehem Steel Company, having an authorized capital stock of $65,000,000, consisting of 1,300,000 shares of the par value of $50 each, all of which have been issued and are now outstanding. (2) 154,900 shares of the capital stock of Bethlehem 18 Shipbuilding Corporation, Ltd., a Delaware corpora¬ tion, having an authorized capital stock of $15,500,000, consisting of 155,000 shares, all of which have been issued and are now outstanding. (3) 9,995 shares of the capital stock of Bethlehem Iron Mines Company, a New York corporation, having an authorized capital stock of $1,000,000, consisting of 10,000 shares, all of which have been issued and are now outstanding. (4) 9,990 shares of the capital stock of Bethlehem Mines Corporation, a Delaware corporation, having an authorized capital stock of $2,000,000, consisting of 20,000 shares, of which 10,000 shares have been issued and are now outstanding. (5) 12,402 shares of the capital stock of Penn-Mary Coal Company, a Penns}dvania corporation, having an authorized capital stock of $1,250,000, consisting of 12,500 shares, all of which have been issued and are now outstanding. (6) 19,990 shares of the capital stock of Union Iron Works Company, a New Jersey corporation, having an authorized capital of $2,000,000, consisting of 20,000 shares, all of which have been issued and are now outstanding. (7) 7,490 shares of the capital stock of Fore River Shipbuilding Corporation, a Massachusetts corpora¬ tion, having an authorized capital stock of $1,000,000, consisting of 10,000 shares, of which 7,500 shares have been issued and are now outstanding. (8) 19,990 shares of the capital stock of Union Iron Works Dry Dock Company, a California corporation, having an authorized capital stock of $2,000,000, con¬ sisting of 20,000 shares, all of which have been issued and are now outstanding. The Consolidated Mortgage Bonds shall also he secured by the pledge (subject to existing liens thereon, if any) of 19 all of the shares of stock (except directors’ shares), all of which are of the par value of $100 each except as hereinafter stated, in the following corporations, viz. : (1) 39,985 shares of the capital stock of Bethlehem Chile Iron Mines Company, a Delaware corporation, having an authorized capital stock of $4,000,000, con¬ sisting of 40,000 shares, all of which have been issued and are now outstanding. (2) 5,900 shares of the capital stock of Juragua Iron Company, a Pennsylvania corporation, having an authorized capital stock of $600,000, consisting of 6,000 shares, all of which have been issued and are now out¬ standing. (3) 239,994 shares of the capital stock of The Spanish-American Iron Company, a West Virginia cor¬ poration, having an authorized capital stock of $2,400,- 000, consisting of 240,000 shares of the par value of $10 each, all of which have been issued and are now outstanding. The Consolidated Mortgage Bonds shall also be secured by the pledge of any bonds or shares of stock of other cor¬ porations after the date of the Consolidated Mortgage acquired by the Corporation and for the acquisition of which Con¬ solidated Mortgage Bonds shall be authenticated and delivered. The Consolidated Mortgage shall provide, in substance, that the bonds issued and to be issued thereunder may be issued in series and may differ as to dates, maturities, interest rates, redemption prices, sinking fund provisions, convertibility, etc., but that so long as any of the Consolidated Mortgage Bonds, Series A, shall be outstanding no Consolidated Mortgage Bonds shall be issued which shall mature prior to August 1, 1948. Said $70,000,000, principal amount, of Consolidated Mortgage Bonds, Series A, shall be dated August 1, 1918, and mature August 1, 1948, shall bear interest at the rate of six per cent, per annum, and shall be subject to redemption on at least 20 thirty days’ notice on any interest day at the price of 105 per cent, of the principal amount thereof, with accrued interest. The balance of said total authorized issue of Consolidated Mortgage Bonds shall b} r the terms of the Consolidated Mort¬ gage be reserved to retire underlying bonded indebtedness, or against the issue and pledge under the Consolidated Mortgage of bonds issued after August 1, 1918, under any mortgage which shall constitute a lien upon the real estate and plants covered by the Consolidated Mortgage and which lien shall be prior to the lien thereof, or to provide funds for ex¬ penditures to be made by the Corporation or the Company after August 1, 1918, all in accordance with the terms and conditions to be provided in the Consolidated Mortgage. Tbe Consolidated Mortgage shall contain appropriate pro¬ visions permitting the issue of Consolidated Mortgage Bonds in lieu of Consolidated Mortgage Bouds retired ; provided only that no bonds of Series A shall be issued in lieu of bonds of that series retired, and that the total principal amount of the Consolidated Mortgage Bonds outstanding at any time shall not exceed $500,000,000. Before the Trustee shall accept said $70,000,000, principal amount, of Consolidated Mortgage Bonds, Series A, to be pledged in substitution of the other securities specified in the pledging clauses of this Indenture, the Corporation shall deliver to the Trustee an ojAnion or opinions of counsel satis¬ factory to it that the execution of the Consolidated Mortgage and the issue of said Consolidated Mortgage Bonds, Series A, have been duly authorized, and that the provisions of the Consolidated Mortgage are in conformity with the require¬ ments of this subdivision (a) of Section 2 of this Article Three. (b) Until the Consolidated Mortgage Bonds, Series A, shall be pledged hereunder as hereinabove provided, the Cor¬ poration shall not (1) part with the control of any of its sub¬ sidiary companies, (2) sell or lease or allow to be sold or leased any substantial part of the properties of its subsidiary 21 companies, except to other subsidiary companies, or to the Cor¬ poration, or the Company, or (3) mortgage or place any lieu upon said properties other than to secure advances not exceeding three million two hundred fifty thousand dollars ($3,250,000) from the United States Shipping Board Emergency Fleet Cor¬ poration for use in the construction of a dry dock at Sparrows Point, Maryland, and for the construction or acquisition of additional plant facilities at Hunters Point, California. The term “ subsidiary company ” as used herein, except in subdivision (c) of this Section 2, shall be deemed to mean a corporation at least ninety per cent, of the issued and outstand¬ ing capital stock of which is at the time owned by the Corpora¬ tion or by the Company, as the case may be, or by both, and pledged or to be pledged under the»Consolidated Mortgage as hereinabove specified. (c) So long as any of the Notes shall remain unpaid the Corporation will not declare or pay any cash dividends upon its common stock of any class at the time outstanding, if thereby the net current assets, as shown by a consolidated balance sheet of the Corporation and its subsidiaries, will be reduced to an amount less than the principal amount of the Notes then outstanding. For the purpose of determining such net current assets, the current liabilities of the Corporation and its sub¬ sidiaries, as hereinafter defined, shall be deducted from their current assets, as hereinafter defined. The term “current as¬ sets” as used in this subdivision (c) shall be deemed to include (1) cash and cash items; (2) articles manufactured, constructed or produced or in process of manufacture, con¬ struction or production, supplies aud raw materials, all taken al not more than market value; (3) accounts receivable which shall have been created not more than one year- prior to the date of such consolidated balance sheet, and bills receivable which shall mature not more than one year subsequent to such date; (4) the fair value of shares of stock, bonds and other securities which are readily market¬ able or upon which dividends or interest, as the case may be, 22 are being regularly paid, but not including stocks or bonds issued by corporations, the assets and liabilities of which are included in such consolidated balance sheet; and (5) such other articles and items as are generally regarded as current assets by corporations conducting a similar business to that conducted by the Corporation and its subsidiaries, including unexpired insurance premiums and discounts prepaid on bills payable. The term “current liabilities” as used iu this sub¬ division (c) shall be deemed to include all liabilities of the Corporation and its subsidiaries, whether or not due, except liabilities evidenced by the Notes issued hereunder and \ liabilities evidenced by notes, bonds or other obligations pay¬ able one year or more after the date thereof. The term “ the Corporation and its subsidiaries ” as used in this sub¬ division (c) means the Corporation and all corporations all of the outstanding capital stock of which (except directors’ shares, if any) is owned by the Corporation, either directly or through one or more other corporations. The Corporation shall file with the Trustee on or before the first day of May, in each year, beginning with the year 1919, a statement, certified by its President or one of its Vice-Presi¬ dents, and by its Treasurer or Comptroller or one of its As¬ sistant Treasurers showing the amount of its current assets and current liabilities as iu this subdivision (c) defined, all as of the preceding last day of December, together with a certificate of some reputable firm of public account¬ ants (which may be the certified public or chartered account¬ ants regularly employed by the Corporation) showing that such statement is in accordance with the covenants and restrictions set forth in this subdivision (c). (d) In order to prevent any accumulation of coupons after maturity, the Corporation will not, directly or indirectly, extend or assent to the extension of the time for payment of any cou¬ pon appertaining to any Note ; and the Corporation will not, directly or indirectly, be a party to or approve any such extension by purchasing or funding said coupons or in any 23 other manner. In case the time for payment of any such coupon shall be so extended, whether or not such extension be by or with the consent of the Corporation, such coupon shall not be entitled, in case of default hereunder, to the benefit or security of this Indenture, except subject to the prior payment in full of the principal of all the Notes then outstanding, and of all coupons appertaining to such Notes the payment of which shall not have been so extended, with interest. (e) The Corporation will, from time to time, duly pay and discharge all taxes and other governmental charges lawfully imposed upon the trust estate or upon any part thereof, or upon the income and profits thereof, and also all taxes and other governmental charges lawfully imposed upon the lien or interest of the Trustee or of the holders of the Notes in respect of the trust estate; provided, however, that unless such payments shall be nec¬ essary in the opinion of the Trustee, in order to prevent prejudice or loss to the trust estate, the Corporation shall not be required to pay any taxes or other governmental charges so long as in good faith it shall contest the validity thereof by appropriate legal proceedings. (f) The Corporation and the Company at all times until the payment of the principal of the Notes either will keep an office or an agency in the Borough of Manhattan, in the City of New York, where notices and demands in respect to the Notes and coupons may be served, and by written notice designate such office or agency to the Trustee, or will desig¬ nate by written notice to the Trustee, a bank or trust com¬ pany in said Borough for such purpose. In default of any such office or agency, or of such designation, demand may be made and notices may be served at the office in said Borough of the Trustee or any successor to it in the trust. (f the covenants of this Indenture, and such default shall continue for the period of ninety days after written notice from the Trustee, specifying sncli default and requiring the same to be remedied, shall have been given to the Corporation and not be made good or secured to the satisfaction of the Trustee or provision, deemed by the Trustee to be adequate, made therefor ; (d) default shall be made in the payment of the principal of or interest upon any bond secured by mortgage upon any real estate or plant which shall be subject to the lien of the Consolidated Mortgage, and the lien of which mortgage shall be prior to the lien of 34 the Consolidated Mortgage, and such default shall con¬ tinue for the period of ninety days ; (e) by the decree of a court of competent jurisdic¬ tion, the Corporation or the Company shall be adjudi¬ cated a bankrupt, or, by order of such court, a receiver shall be appointed of the property of the Corporation or of the Company, and any such decree or order shall continue in effect for the period of sixty days ; ( /) the Corporation or the Company shall file a petition in voluntary bankruptcy, or shall make an assignment for the benefit of creditors, then and in each and every such case during the continuance of such event of default, the Trustee may, and upon the written request of the holders of a majority in amount of the Notes then outstanding shall, declare the principal of all the Notes then outstanding (if not already due and payable) to be due and payable, and upon any such declaration the same shall become and be immediately due and payable. This provision, however, is subject to the condition that if at any time after the principal of the Notes shall have so be¬ come due and payable, and prior to the respective dates of maturity thereof stated in the Notes, all arrears of interest, if any, upon all the Notes (with interest at the rate of seven per cent, per annum on any overdue coupons), and the expenses of the Trustee, shall be paid by the Corporation or the Company before a sale of the trust estate shall have been made, and every other de¬ fault in the observance or performance of any covenant or condition of the Notes or of this Indenture shall be made good or be secured to the satisfaction of the Trustee, or provision deemed by the Trustee to be adequate shall be made therefor, then and in every such case the holders of a majority in amount of the Notes then outstand¬ ing, by written notice to the Corporation and to the Trustee, may waive the default by reason of which the principal of 35 the Notes shall have so become due and payable, and the con¬ sequences of such default ; but no such waiver shall extend to or affect any subsequent default or impair any right consequent thereon. Section 3. If default shall be made in the payment of the principal of the Notes when the same shall become due and payable, whether at maturity or by declaration or otherwise, the Trustee shall, in its discretion, be forth¬ with entitled, either personally or by its agents or attorneys, and forthwith may proceed, to sell and convert into money, singly or collectively, the securities consti¬ tuting the trust estate, and at the written request of the holders of a majority in amount of the Notes at the time outstanding, upon the receipt by the Trustee of security and indemnity as hereinafter provided, it shall be the duty of the Trustee so to do. Such sale or sales shall be at public auction at such place in the City of New York, and at such time and upon such terms as the Trustee may fix. Notice of any sale, whether under and by virtue of the power of sale herein contained, or under and by virtue of any judgment or decree of foreclosure and sale or of other judicial proceedings, shall state the time when, and the place where, the same is to be made, and shall contain a brief general descrip¬ tion of the property to be sold, and shall be sufficiently given if published once in each week for six successive weeks prior to such sale in two newspapers of general circulation in the Borough of Manhattan in the City of New York ; such notice shall also comply with any requirement of statute or rule or order of court. The Trustee may adjourn auy such sale or cause the same to be adjourned from time to time by announce¬ ment at the time and place appointed for such sale or for such adjourned sale or sales ; and, without further notice or publi¬ cation, such sale may be made at the time and place to which the same may be so adjourned. 36 Section 4. Upon the completion of any sale or sales, the Trustee shall deliver to the accepted purchaser or purchasers the securities sold, with good and sufficient transfers. The Trustee and its successor or successors are hereby appointed the true and lawful attorney and attorneys irrevocable of the Corporation and the Company, in the name and stead of them or either of them, to make all necessary instruments of transfer, and for that purpose may execute all necessary acts of assignment and transfer, and may substitute one or more persons or corporations with like power, the Corporation and the Company hereby severally respectively ratifying and con¬ firming all that its or their said attorney or attorneys, or such substitute or substitutes, shall lawfully do by virtue hereof. Nevertheless the Corporation (and the Company if and to the extent that it shall theu own subject to the lien hereof the securities constituting the trust estate) shall, if so requested by the Trustee, ratify and confirm such sale or sales by exe¬ cuting and delivering to the Trustee or to such purchaser or purchasers all such proper transfers as may be designated by such request. Section 5. Any sale or sales made under or by virtue of this Indenture, whether under any power of sale hereby granted and conferred, or under or by virtue of judicial proceedings, shall divest all right, title, interest, estate, claim and demand whatsoever, either at law or in equity, of the Corporation and of the Company of, in and to the property sold, and shall be a perpetual bar both at law and in equity against the Corporation and the Company, and the successors and assigns of them and each of them, and against any and all persons claiming or to claim the property sold or any part thereof, from, through or under the Corpora¬ tion or the Company, its or their successors or assigns, and no purchaser at any such sale or sales, or his representa¬ tives or assigns, shall be bound to see to the application of the purchase money upon or for any trust or purpose of 37 this Indenture, or be answerable in any manner what¬ soever for any loss, misapplication or non-application of any such purchase money paid by such purchaser or any part thereof. Section 6. The Trustee, however, instead of exercising the power of sale herein conferred upon it, may, in its discretion, and shall, at the request in writing of the holders of a majority in amount of the Notes then outstanding, and upon the receipt by it of security and indemnity as hereinafter provided, pro¬ ceed by a suit or suits at law or in equity, as the Trustee may be advised by counsel, to enforce the payment of the Notes and coupons and to enforce this Indenture and sell the securities constituting the trust estate under the judgment or decree of a court of competent jurisdiction. Section 7. In the event of any sale under or by virtue of this Indenture, whether under any power of sale hereby granted or conferred or under or by virtue of judicial proceed¬ ings, of any of the securities constituting the trust estate, the principal of the Notes, if not already due and payable, forth¬ with shall become due and payable, anything in the Notes or in this Indenture to the contrary notwithstanding. Section 8. In the event of any sale under or by virtue of this Indenture, whether under any power of sale hereby granted and conferred or under or by virtue of judicial pro¬ ceedings, the securities constituting the trust estate may, as the Trustee shall deem most advantageous for the holders of the Notes, be sold either in one parcel as an entirety, or in several parcels and, if in several parcels, in such parcels as the Trustee may determine. Tlie Corporation and the Company, severally, each for itself and for all persons or corporations hereafter claiming through or under it, hereby expressly waives and releases all right to have the securities constituting the trust estate marshalled upon any foreclosure or other enforce¬ ment of this Indenture. 38 Section 9. The Trustee, in respect of the securities con stituting the trust estate, shall, for all purposes of this Article Seven, have and may exercise all the rights of holder and owner thereof and may take any action or proceedings which a holder or owner thereof for value could take as such owner or holder. All remedies conferred by this Indenture shall be deemed cumulative and not exclusive, and shall not be deemed to deprive the Trustee of any legal or equitable remedy by appropriate judicial proceedings or otherwise to enforce the conditions, covenants and agreements of this Indenture. Section 10. In case of any sale of the trust estate, whether under the power of sale hereby granted or pursuant to judicial proceedings, the purchase money, proceeds or avails, together with any other sums which may then be held by the Trustee or be payable to it under any of the provisions of this Indenture as a part of the trust estate, shall be applied as follows: (a) to the payment of the costs, expenses, fees, and other charges of such sale or sales, and a reasonable compensation to the Trustee, its agents and attorneys, and to the payment of all expenses and liabilities in¬ curred, and advances or disbursements made, by the Trustee ; (b) any surplus then remaining, to the payment of the whole amount owing or unpaid upon the Notes and coupons, for both principal and interest, with interest on the overdue coupons at the rate of seven per cent, per annum, and in case such proceeds shall be insuffi¬ cient to pay in full the whole amount so due aud unpaid upon the Notes and coupons, then to the payment of such principal and interest ratably, according to the aggregate of such principal aud the accrued and unpaid interest, without preference or priority of principal over interest or of interest over principal, or of any coupon over any other coupon ; 39 (c) any surplus then remaining, to be paid to the Corporation, its successors or assigns, or to whosoever may be lawfully entitled to receive the same. These provisions, however, are not intended in anywise to modify the provisions of Section 1 of this Article Seven or of subdivision (d) of Section 2 of Article Three hereof, but are subject thereto. Section 11. In case of any sale of the trust estate or any part thereof in pursuance of the powers conferred by this Indenture or upon any sale pursuant to judicial proceedings, the pur¬ chaser, for the purpose of making settlement or payment for the property purchased, shall be entitled to turn in or apply towards the payment of the purchase price, and to be credited with, any Notes and any matured and unpaid coupons to the extent of the value of such Notes and coupons upon a distribution among the holders of Notes and coupons of the net proceeds of such sale after making the deductions allowable under the terms hereof for the costs and expenses of the sale and otherwise. But such Notes and coupons so applied in payment by the purchaser shall be deemed to be paid only to the extent so applied. At any such sale, the Trustee, or any holder of Notes or his agent, may bid for and purchase the property so sold aud may make payment therefor as afore¬ said, and, upon compliance with the terms of sale, may hold, retain and dispose of such property without further account¬ ability, and the receipt of the Trustee shall be a sufficient discharge for the purchase money to any purchaser of the property, or any part thereof, sold under any of the pro¬ visions of this Indenture. Section 12. The Corporation and the Company, jointly and severally, hereby covenant that in case default shall be made in the payment of the principal of any of the Notes, when and as the same shall become payable and whether at maturity 40 or by declaration or otherwise, then and in every such case, upon demand of the Trustee, they will pay to the Trustee for the benefit of the holders of the Notes and coupons then outstanding the whole amount which shall then have become due and payable on all the Notes and coupons then out¬ standing for interest and principal, with interest upon the overdue principal and coupons at the rate of seven per cent, per annum ; and in case of failure to make such payment forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled to recover judgment for the whole amount so due and unpaid. The Trustee shall be entitled to recover judgment as aforesaid, either before or after or during the pendency of any proceedings for the enforce¬ ment of the lien of this Indenture upon the trust estate, and its right to recover such judgment against either the Corporation or the Company or both shall not be affected by any sale hereunder, or by the exercise of any other right, power or remedy for the enforcement of the provi¬ sions of this Indenture, or by the foreclosure of the lien hereof ; and, in case of a sale of the trust estate and of the application of the proceeds of sale to the payment of the in¬ debtedness represented by the Notes and coupons, the Trus¬ tee, in its own name, and as trustee of an express trust, shall be entitled to receive, and to enforce payment of, any and all deficiency or amounts then remaining due and unpaid upon any or all of the Notes and coupons then outstanding, for the ben¬ efit of the holders thereof, and shall be entitled to recover judgment for any portion of such indebtedness remaining unpaid, with interest at the rate of seven per centum per annum. No recovery of any judgment by tlie Trustee, and no levy of any execution upon any such judgment upon property subject to the lien of this Indenture or upon any other property, shall in any manner or to any extent, affect or impair the lien of the Trustee upon the trust 41 estate or any part, thereof, or any liens, rights, powers or remedies of the Trustee hereunder, or any lien, rights, powers or remedies of the holders of the Notes and coupons ; but such lien, rights, powers and remedies shall continue un¬ affected and unimpaired as before. Any moneys thus col¬ lected by the Trustee under this Section 12 shall be applied by the Trustee : first, to the payment, at the option of the Trustee, of the costs and expenses of the proceedings result¬ ing in the collection of such moneys ; and, secondly, toward payment of the amounts then due and unpaid upon the Notes and coupons in respect of which such moneys shall have been collected, ratably and without any preference or priority of any kind (except as provided in Section 1 of this Article Seven), according to the amounts due and payable upon such Notes and coupons respectively, at the date fixed by the Trustee for the distribution of such moneys, upon presentation of the several Notes and coupons and stamping such payment thereon, if partly paid, and upon surrender thereof if fully paid. Section 13. No holder of any Note or coupon shall have the right to institute any action, suit or proceeding at law or in equity upon or in respect of this Indenture, or for the ex¬ ecution of any trust or power hereof, or for any other remedy under or upon this Indenture, unless such holder shall previously have, given to the Trustee written notice of an event of default and of the continuance thereof as hereinbefore provided ; nor unless also the holder or holders of twenty-five per cent, in amount of the Notes at the time outstanding shall have made written request upon the Trustee after the happen¬ ing of one or more of the events of default hereinbefore in Sec¬ tion 2 of this Article Seven specified, and shall have afforded to it reasonable opportunity, either to proceed itself to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own name ; nor unless also such holder 42 or holders shall have offered to the Trustee adequate security aud indemnity against the costs, expenses and liabilities to be incurred in or by reason of such action, suit or proceeding ; and such notification, request and offer of indemnity are hereby declared, in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for foreclosure or for any other remedy hereunder, it being intended that no one or more holders of the Notes or cou¬ pons shall have any right in any manner whatever 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 hereunder shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all holders of the out¬ standing Notes and coupons. But the foregoing provisions of this Section shall not be construed to affect any discretion or power by any provision of this Indenture given to the Trustee to determine whether or not it shall take action in respect of any default without such notice or request from the holders of Notes, or to affect any other discretion or power given to the Trustee. Section 14. No delay or omission of the Trustee, or of any holder of Notes, to exercise any right or power accruing upon any default, shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein ; and every power aud remedy given by this Indenture to the Trustee or to the holders of Notes may be exercised from time to time and as often as may be deemed expedient by it or by them. Section 15. Nothing in this Indenture, expressed or implied, is intended or shall be construed to confer upon, or to give to any person or corporation other than the parties 43 hereto and the holders of the Notes and the appurtenant coupons, any right, remedy or claim, under or by reason of this Indenture or any covenant, condition or stipulation hereof, and all the covenants, stipulations, promises and agreements in this Indenture contained shall be for the sole and exclusive benefit of the parties hereto and their suc¬ cessors, and of the holders of the Notes and coupons. Section 16. No recourse under or upon any obligation, covenant or agreement of this Indenture or of any Note or coupon, or because of the creation of any indebtedness rep¬ resented by the Notes or secured by this Indenture, sliall be had against any stockholder, officer or director of the Corporation or of the Company, or of any successor corpora¬ tion, as such, either directly or through the Corporation or the Company, or such successor corporation, by the enforce¬ ment of any assessment or by any legal or equitable pro¬ ceeding by virtue of any statute or constitutional provision or otherwise. This Indenture and the Notes are solely cor¬ porate obligations, and no personal liability whatever shall attach to, or be incurred by, the stockholders, or any officers or directors of the Corporation or of the Company, or of any successor corporation, as such, or any of them, because of the incui'ring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any of the Notes or coupons or implied therefrom ; and any and all personal liability of any such stockholder, officer or director, as such, whether arising at common law or in equity, or created by statute or constitution, is waived as a condition of, and as a part of the consideration for, the execution and delivery of this Indenture and the issue of the Notes. Section 17. Neither the Corporation nor the Company will at any time insist upon, or plead, or in any manner 44 whatever claim or take the benefit or advantage of any stay or extension law wherever enacted, now or at any time here¬ after in force, which may affect the covenants and terms of performance of, or the lieu of, this Indenture ; nor will they, or either of them claim, take, or insist upon any benefit or advantage from any law now or hereafter in force providing for the valuation or appraisement of the trust estate or of any of the securities constituting the trust estate, prior to any sale or sales thereof to be made pursuant to any provision herein contained or to the decree of any court of competent jurisdiction ; nor will they, or either of them, after any such sale or sales, claim or exercise any right under any law or statute wherever enacted, and now or at any time hereafter in force, to redeem the trust estate or any part thereof; and the Corporation and the Company, each for itself, hereby expressly waives all benefit or advantage of any such law or laws, and covenants that it will not hinder, delay or impede the execution of any power herein granted and delegated to the Trustee, but will suffer and permit the execution of every power as though no such law or laws had been made or enacted. ARTICLE EIGHT. CONCERNING THE TRUSTEE. Section 1. The Trustee accepts the trusts of this Inden¬ ture and agrees to execute them upon the following terms and conditions, to which the parties hereto and the holders of the Notes agree : The Trustee shall be under no obligation to see to the filing, registration or record of this Indenture and may and shall authenticate and deliver the Notes in accordance with the provisions hereof, notwithstand¬ ing this Indenture shall not have been filed, registered or recorded. 45 The Trustee shall be entitled to reasonable compen¬ sation for all services rendered by it in the execution of the trusts hereby created, and such compensation, as well as the reasonable compensation of its counsel and of such persons as it maj’ employ in the administration or management of the trust, and all other reasonable expenses necessaril} r incurred and actually disbursed hereunder, the Corporation and the Company agree to pay and, for such payment, the Trustee shall have a lien on the trust estate under this Indenture in priority to the rights and claims of the holders of the Notes. The Trustee shall not be responsible in any manner whatsoever for the recitals herein contained, all of which are made by the Corporation and the Company. The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Indenture, or the execution hereof by the Corporation and the Com¬ pany, nor for or in respect of the title to, or the value or validity of, the securities constituting the trust estate. Unless and 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 Notes at the time outstanding, the Trustee may, for all the purposes of this Indenture, assume that neither the Corporation nor the Company is in default under this Indenture and that none of the events here¬ inbefore denominated events of default has happened. The Trustee shall not be under any obligation to take any action toward the execution or enforcement of the trusts hereby created which, in its opinion, will be likely to involve it in expense or liability, unless one or more of the holders of the Notes shall, as often as required by the Trustee, furnish it reason¬ able security and indemnity against such expense or 46 liability ; or “[to take any action in respect of any default, involving expense or liability, unless requested by an instrument in writing signed by the hold¬ ers of the above specified respective amounts of the Notes at the time outstanding, and unless tendered reasonable security and indemnity as aforesaid, any¬ thing herein contained to the contrary notwith¬ standing ; but neither any such notice or request, nor this provision therefor, shall afl'ect any dis¬ cretion herein given to the Trustee to determine whether or not the Trustee shall take action in re¬ spect to such default or to take action without such request. The Trustee shall be fully protected in acting upon, or in accordance with, any notice, request, consent, cer¬ tificate, note, coupon or other instrument or paper believed by it to be genuine and to have been signed or presented by the proper person or duly authorized or properly made. The Trustee may employ agents or attorneys in fact, and 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 anything whatever in connection with this trust, except willful misconduct or gross negligence. The Trustee shall be reimbursed and indemnified by the Corporation against any liability or damage it may sustain or incur in the premises, and shall have a lien upon the trust estate under this Indenture in priority to the rights aud claims of the holders of the Notes for any such liability or damages. The Trustee may advise with legal counsel and shall be protected in respect of any action under this Inden- 47 ture taken in good faith by the Trustee in accordance with the opinion of counsel. The Trustee may hold or own any of the Notes with the same rights as it would have if not Trustee. Section 2. The Trustee may resign, and be discharged from the trusts created by this Indenture, by giving to the Corporation notice in writing, and to the holders of the Notes notice by publication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at least once not less than thirty days nor more than sixty days prior to the date so specified, in a daily newspaper of general circulation in said Borough of Manhattan. Such resignation shall take effect on the day specified in such notice, unless previously a successor trustee shall be appointed as hereinafter provided, in which event such resignation shall take effect immediately upon the appointment of such suc¬ cessor trustee. Any trustee hereunder may be removed at any time by an instrument in writing filed with the Trustee and executed by the holders of three-fourths in amount of the Notes at the time outstanding. Section 3. In case at any time the Trustee 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 Notes at the time outstanding, by au instrument or concurrent instruments signed by such holders or their at¬ torneys in fact thereunto duly authorized ; but until a new trustee shall be appointed by the holders of the Notes as herein, authorized, the Corporation by an instrument ex¬ ecuted under its corporate seal by order of its board of di¬ rectors, may appoint a trustee to fill such vacancy. Every such successor trustee, whether appointed by the holders of the Notes or by the Corporation shall always be a trust company having an office in said Borough of Manhattan, and having a capital 48 and surplus aggregating at least live million dollars. After any such appointment by the Corporation, it shall cause notice of such appointment to be published once a week in each of four successive weeks in two daily newspapers of general circulat¬ ion published in said Borough of Manhattan ; but any new trustee so appointed by the Corporation shall immediately and without further act be superseded by a trustee appointed, in the manner above provided, by the holders of a majority in amount of the Notes at the time outstanding. Section 4. Any successor trustee appointed hereunder shall execute, acknowledge and deliver to the Corporation an instrument accepting such appointment hereunder, and thereupon such successor trustee, without any further act, deed or conveyance, shall become vested with the title to the trust estate, and with all the rights, powers, trusts, duties and obligations of its predecessor in the trust hereunder, with like effect as if originally named as trustee herein, and the trustee ceasing to act shall, on the written request of such successor trustee, assign or transfer the trust estate or cause the trust estate to be assigned and transferred to the successor trustee, and shall be entitled to the payment of its charges and expenses theretofore incurred. Upon request of such successor trustee, the Corporation shall execute and de¬ liver such instruments of assignment and further assurance as may reasonably be required for more fully and certainly vesting in and confirming to such successor trustee all the right, title and interest of the predecessor trustee in and to the trust estate, and such rights, powers, trusts, duties and obliga¬ tions. All conveyances and instruments herein provided for shall be at the cost of the Corporation. Section 5. For the purpose of this Article Eight the fact of the holding of Notes by any holder and the amounts and 49 issue numbers of such Notes and the date of the holding of the same may be proved either in the manner specified in Article Ten hereof or by affidavits of the holders thereof. Section 6. Any corporation into which the Trustee, or any successor to it in the trusts created by this Indenture, may be merged, or with which it, or any such successor to it, may be consolidated, or any corporation resulting from any merger or consolidation to which the Trustee, or any such successor to it, shall be a party, provided such corporation shall be a cor¬ poration organized under the laws of the State of New York and shall do business in the Borough of Manhattan in the City of New York, shall be the successor trustee under this Indenture, without the execution or filing of any paper or any future act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 7. The term, the Trustee, whenever used in this Indenture, means the trustee for the time being under the In¬ denture, whether original or successor. ARTICLE NINE. DEFEASANCE CLAUSE. Section 1. If said sums of money in the Notes mentioned, as well the principal as the interest thereon, shall be well and truly paid at the times and in the manner therein expressed, according to the tenor and effect thereof, or the Corporation or the Company shall provide for the pajunent of all the sums then, and that thereafter may become, due for said principal and interest by depositing with the Trustee the entire amount thereof, and the Corporation and the Company also shall pay or cause to be paid all other sums payable by them or either of them hereunder, and shall faithfully observe 50 and perform their respective covenants and agreements herein contained, then and in such case the estate, right, title and interest of the Trustee, its successors in the trust and its and their assigns, in the trust estate, shall cease, determine and become void, and upon proof being given to the reasonable satis¬ faction of the Trustee that all the Notes at any time issued, to¬ gether with interest thereon, have been paid or redeemed or cancelled, and upon payment of all costs, charges and expenses incurred by the Trustee and of all other sums payable here¬ under by the Corporation, the Trustee shall, on the written demand of the Corporation and at the cost and expense of the Corporation, assign and deliver the trust estate to the Corpo¬ ration or its assigns, and shall cancel and satisfy this In¬ denture. ARTICLE TEN. MISCELLANEOUS PROVISIONS. Any request or other instrument required by this In¬ denture to be signed and executed bv holders of Notes may be in any number of concurrent instruments of similar tenor, and may be executed by such holders in person, or by an agent or attorney appointed by an instrument in writing. Proof of the execution of any such request or other instru¬ ment, or of a writing appointing any such agent or attorney, or of the holding by any person of Notes, shall be sufficient for any purpose of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken by the Trustee under such request or other instrument, if made in the following manner, viz. : (a) The fact and date of the execution by any person of any such request or of any other instrument in writing may be proved by the certificate of any notary public or other officer authorized to take, either within 51 or without the State of New York, acknowledgments of deeds to be recorded in said State, certifying that the persons signing such request or other instrument ac¬ knowledged to him the execution thereof ; or by the affidavit of a witness to such execution ; (b) The amount of Notes held by any person exe¬ cuting any such request or other instrument as a holder of Notes, and the issue number of the Notes held by such person and the date of bis holding the same, may be proved by a certificate executed by any trust company, bank, bankers or other depositary wheresoever situated whose certificate shall be deemed by the Trustee to be satisfactory, showing that, at the date therein men¬ tioned, such person had on deposit with such depositary, or exhibited to such depositary the Notes numbered and described in such certificate. The ownership of Notes registered as to principal shall be established solely in the registry books of the Corporation. ARTICLE ELEVEN. CONSOLIDATION, MERGER AND SALE. Section 1. Nothing in this Indenture shall prevent the consolidation of the Corporation or the Company with any other corporation, or the merger into the Corpora¬ tion or the Company of any other corporation or the merger of the Corporation or the Company into any other corporation, or the sale by the Corporation or the Company of its property as an entirety, provided that as a condition of any sale of the property of the Corporation or the Company as an entirety the corporation to which such property shall be sold as an entirety shall as a part of the purchase price thereof assume the due and punctual payment of the principal of, and U. OF ILL LIB. 52 interest on, the Notes and the performance of the covenants of this Indenture. Section 2. In case any corporation shall be consolidated with the Corporation or the Company as aforesaid or in case the Corporation or the Company shall be merged into any other corporation, or in case of the sale of the property of the Corporation or the Company as an entirety, the corporation formed by such consolidation or into which the Corporation or the Company shall have been merged, or to which such sale shall have been made, shall succeed to and be substituted for the Corporation or the Company, with the same effect as if it had been named herein as the party of the first or second part hereto, respectively. For every purpose of this Indenture, including the exe¬ cution of Notes, the term Corporation includes and means, not only Bethlehem Steel Corporation, but also any such successor corporation. Every such successor corporation of the Corporation shall possess, and from time to time may exercise, each and every right and power hereunder of Bethle¬ hem Steel Corporation in its name or otherwise, and any act or proceeding by any provision of this Indenture required to be done or performed by any board or officer of the Corpora¬ tion may be done and performed with like force and effect by the like board or officer of any corporation that shall at the time be such lawful successor of the Corporation. Nevertheless, before the exercise of the powers conferred by this Article Eleven, the Corporation, by instrument in writing executed by authority of two-thirds of its board of directors and delivered to the Trustee, may surrender any of the powers reserved to the Corporation or to such successor- corporation ; and thereupon such power so surrendered shall terminate. This Indenture may be executed in three counterparts, each of which shall be deemed to be au original instrument. 53 In Witness Whereof said Bethlehem Steel Corporation and said Bethlehem Steel Company have respectively caused this Indenture to be signed in their respective corporate names by their respective Presidents or Vice-Presidents and their respective corporate seals to be hereunto affixed and to be attested by their respective Secretaries 01 Assistant Secretaries, and the Trustee, in token of its acceptance of this trust, has caused this Indenture to be signed in its corporate name by one of its Vice-Presidents and its corporate seal to be hereunto affixed and to be attested by its Secretary or one of its Assist¬ ant Secretaries, all as of the day and year first above written. Bethlehem Steel Corporation, by [Corporate Seal.] E. G. Grace President. Attest : Wm. J. Brown Assistant Secretary. Bethlehem Steel Company, by [Corporate Seal.] H. S. Snyder Vice-President. Attest : R. E. McMath Assistant Secretary. Bankers Trust Company, v >y [Corporate Seal.] A. A. Tilney Vice-President. Attest : R. G. Page Assistant Secretary. 54 State of New York, County of New York, ) On this 28th day of August, in the year 1918, before me personally came Eugene G. Grace, to me known, who being by me duly sworn, did depose and say that he resides in Beth¬ lehem, Pennsylvania ; that he is the President of Bethlehem Steel Corporation, one of the corporations described in and which executed the foregoing instrument ; that he knows the seal of said corporation ; that the seal affixed to said instru¬ ment is such corporate seal ; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. Benj. E. Crowley Notary Public, New York County. No. 346 State of New York, County of New York, ) On the 28th day of August, in the year 1918, be¬ fore me personally came H. S. Snyder, to me known, who, being by me duly sworn, did depose and say that he re¬ sides in Bethlehem, Pennsylvania ; that he is a Vice-President of Bethlehem Steel Company, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation ; that the seal affixed to said in¬ strument is such corporate seal ; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order. Ben.t. F. Crowley Notary Public, New York County. No. 346 55 State of New York, ) > ss. : County of New York, S On the 28tli clay of August, in the year 1918, before me personally came A. A. Tilney, to me known, who being by me duly sworn, did depose and say that he resides in Plainfield, N. J.; that he is a Vice-President of Bankers Trust Company, one of the corporations described in and which executed the foregoing instrument; that he knows 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 corporation, and that he signed his name thereto by like order. C. W. Campbell Notary Public, Nassau County, Certificate filed in New York County No. 109. New York Register’s No 9106. My Commission expires March 30th, 1919. :i771B] ' V