fUiuuu!, tl Until & CO,, Jncr LIBRARY JnrtlM 111- Library 51 J/S3^ Allied Packers. Incorporated TO Central Union Trust Company of New York. TRUSTEE Jffirat JMarlgagp DATED DECEMBER 1. 1921 The Evening Post Job Printing Office, Inc., 154 Fulton St., N. T. Digitized by the Internet Archive in 2017 with funding from University of Illinois Urbana-Champaign Alternates https://archive.org/details/alliedpackersincOOalli TABLE OF CONTENTS.* a r J i J i Parties Recitals Form of coupon bond Form of coupon Form of registered bond Form of Trustee’s authentication Grant and conveyance Consideration Property conveyed — Real estate in Michigan — Real estate in West Virginia — Real estate in New York — Real estate in Virginia — Real estate in Georgia — Plants, buildings, equipment, etc — Other real estate, etc — Rents, issues, profits and other income from real estate, etc. . . — Stock of subsidiary companies — Other stocks, etc Habendum Grant in trust PAGE 1 1 2 5 5 7 8 8 8 9 10 16 17 21 23 24 24 24 25 25 25 ARTICLE ONE. Obligations Secured by This Indenture. Aggregate amount of debt secured Obligations secured : — One-half principal and two-thirds interest of existing de- bentures — Series A debentures — First mortgage bonds Term “obligations secured by this Indenture” defined 25 25 25 25 25 U * The Table of Contents, marginal notes and the article and section numbering appearing at the tops of the pages are not in the indenture as executed and recorded. 11 ARTICLE TWO. Form of Execution, Delivery, Registry and Exchange of Bonds. page. Sec. 1. Aggregate amount of bonds 26 Form and denominations .. 26 Numbering of coupon bonds 26 Identification of registered bonds 26 Statment on registered bonds 26 Execution by former officers adopted 26 Authentication of coupons 27 Effect of Trustee’s authentication 27 Cancellation of coupons before authentication 27 Authentication and delivery of bonds in advance of re- cording Indenture and without delivery of securities specified in Granting Clauses thereof 27 Sec. 2. Registration and transfer books to be kept 27 Registration of bonds in coupon form 27 Transfer of registered bonds in coupon form 28 Coupons to remain negotiable 28 Coupon bonds and registered bonds interchangeable 28 Transfer of registered bonds without coupons 28 Sec. 3. Date of registered bonds 29 Registered bonds to bear interest from respective dates thereof 29 Authentication and delivery of new registered bonds on surrender for transfer of registered bonds 29 Upon issue of registered bonds Company to reserve un- issued equal principal amount of coupon bonds 29 Surrendered bonds and coupons to be cancelled and deliv- ered to Company 29 Sec. 4. Ownership of bonds 30 Sec. 5. Temporary bonds 30 Sec. 6. Replacing bonds mutilated, or destroyed or lost 31 ARTICLE THREE. Issue of Bonds. Sec. 1. Issue of bonds 31 — (a) in exchange for existing debentures 31 iii PAGE. — ( b ) in exchange for Series A and Series B debentures 31 Conversion of portion of debt not entitled to security into Prior Preference Stock 32 Surrender by Trustee of existing debentures and Series A and Series B debentures received in exchange for bonds. 32 Sec. 2. Conversion of existing debentures and Series B deben- tures into Prior Preference Stock 32 Covenant to create issue of Prior Preference Stock 33 Company to pay stock taxes, if any 33 Method and rate of conversion of existing debentures and Series B debentures into Prior Preference Stock.. 33 Adjustment on conversion 34 Date and time of conversion 35 ARTICLE FOUR. Redemption of Bonds. Sec. 1. Bonds redeemable on any interest payment date at election of Company 35 Notice by publication 35 Contents of notice 36 Notice to bondholders by mail 36 Bonds become due on redemption date 36 Interest to cease 36 Payment of bonds redeemed 36 Sec. 2. Continuation of trust so long as any existing debentures or Series A debentures are outstanding 36 Termination of trust on proof that no existing debentures or Series A debentures are outstanding, or on deposit of amount necessary to redeem and on provision to insure notice 36, 37 Sec. 3. Redeemed bonds to be cancelled by Trustee and returned to Company 37 ARTICLE FIVE. Sinking Fund. Sec. 1. Creation of sinking fund 37 Sinking fund payments 37 IV Sec. Sec. Sec. PAGE. 2. Sinking fund to be applied to purchase of bonds 38 Moneys not applied to purchase of bonds to be applied to redemption thereof 38 Notice of redemption 38 Bonds become due on date specified in notice 38 Interest to cease 38 Payment of redeemed bonds 38 3. Sinking fund security for all outstanding bonds until designated for redemption 38 Conversion after designation for redemption 38 4. Purchased or redeemed bonds to be cancelled by Trustee and delivered to Company 39 ARTICLE SIX. Conversion of Bonds into Common Stock. Sec. 1. Bonds convertible into common stock of Company Rate of conversion Notice of election to convert Deposit of bonds Notice to constitute contract with Company Sec. 2. Stock to be issued in conversion of bonds Company to pay stock taxes, if any Sec. 3. Suspension of right to convert Sec. 4. Covenant to provide stock for conversion requirements. . . . Sec. 5. Bonds surrendered for conversion to be cancelled 39 39 39 39 39 40 40 40 41 41 ARTICLE SEVEN. Particular Covenants of the Company. Sec. 1. Covenant to pay principal and interest 41 — without deduction for taxes (except Federal and New York State income taxes) 41 Interest payments on coupon and registered bonds 41 Sec. 2. Covenant to refund certain Pennsylvania taxes 42 Covenant to refund certain Maryland taxes 42 Sec. 3. Covenant to refund certain Massachusetts taxes 42 V PAGE Sec. 4. Covenant not to extend payment of, or purchase, coupons. 43 Sec. 5. Covenant to maintain office or agency in Borough of Man- hattan, New York City 43 Sec. 6. Covenant to maintain franchises and property 44 Covenant to pay taxes and discharge claims 44 Sec. 7. Covenant to insure 44 Sec. 8. Covenant to use all lawful powers so that subsidiary and controlled companies shall 44 — (a) Preserve corporate organization 44 — ( b ) Pay taxes and discharge claims 44 — (c) Keep property in repair 44 — ( d ) Not increase capital stock unless pro rata part of increase be acquired by the Company and pledged under Indenture 45 Terms “subsidiary” and “subsidiary company” defined. . . 45 Term “controlled company” defined 45 Sec. 9. Covenant of further assurance 45 Sec. 10. Covenant to assign claims, etc., against subsidiary or con- trolled companies to Trustee 45 Sec. 11. Covenant of seizin and authority to mortgage 46 Sec. 12. Advances to the Company by Trustee 46 ARTICLE EIGHTH. Control of Stocks and Bonds. Sec. 1. Registration and transfer of securities received by Trus- tee as security 46 Trustee may act to protect corporate existence of sub- sidiary or controlled companies 46 Trustee to act on request of Company to ensure such protection 47 — but only as deemed expedient by Trustee 47 Sec. 2. Until — — A. Entry by Trustee, or 47 — B. Default in payment of interest on obligations secured by indenture, or 47 — C. An event of default specified in Article Nine shall happen 47 VI PAGE — (a) Trustee not entitled to interest on pledged se- curities 47 — ( b ) But Company to receive such interest and divi- dends on pledged stock 47 — ( c ) Trustee to permit Company to collect such in- terest and dividends, and 48 — (d) Company may collect and discharge claims in its favor against subsidiary or controlled com- panies 48 Provided — '(1) Company entitled only to interest and dividends paid from income or proceeds of current oper- ations 48 — (2) Company not to sell or pledge interest or divi- dends 49 — (3) Company not to collect interest or dividends by legal proceedings without consent of Trustee. 49 — (4) Until paid or discharged right to interest and dividends to remain subject to indenture. ... 49 Trustee may assume moneys received are from current operations 49 Company to return to Trustee evidence of unpaid claims or proof of discharge 49 Sec. 3. Application by Trustee of sums paid on account of prin- cipal of obligations subject to indenture not paid from income, or paid out of proceeds of sale of property securing obligations 49 Sec. 4. Until entry by Trustee on default, Company entitled to vote pledged stock 50 — Trustee to deliver proxies to Company 50 —Trustee to have all rights of owner in respect of se- curities held by it as Trustee under indenture. 50 Sec. 5. In case of default — — (a) In payment of principal or interest of obliga- tions held under indenture or covenants in mortgage, etc., securing same, or 50 Vll page — ( b ) In payment of principal or interest of obliga- tions secured by mortgage, etc., securing obli- gations held under indenture or covenants in said mortgage ; . . . 50 — Trustee may enforce rights by legal proceeding 51 — In case — (c) Company whose stock is subject to indenture is dissolved; or 51 — ( d ) Property of such Company is sold; or 51 — (e) Property covered by mortgage securing bonds subject to indenture is sold upon foreclosure 51 — Trustee shall, upon written request of Company or of holders of majority of obligations secured by indenture, purchase such property 52 — Trustee, with consent of Company, may vote or take other action with respect to pledged securities ; or 52 — Join in plan of reorganization or adjustment with respect to such securities 52 Company to provide Trustee with funds 52 Trustee may advance funds 53 Trustee to have prior lien to secure repayment of advances 53 Proceeds of sale to be held as additional security 53 Application of proceeds 53 Sec. 6. Renewal or exchange of obligations secured by mortgage of subsidiary or controlled company 53 Provided — — (a) In case of renewal of obligations subject to indenture renewed obligations to continue sub- ject to indenture 53 — ( b ) In case of exchange of obligations subject to indenture, substituted obligations to become subject to indenture 54 — -Consent of Trustee .. 54 Sec. 7. Consolidation, merger or sale of property 54 — (a) Between subsidiary and controlled companies. . 54 — ( b ) Between Company whose capital stock is pledged under indenture and subsidiary and controlled companies 54 Vlll PAGE Provided that — — (1) Stock held as result of consolidation or merger bears proportionate relation to total capital stock at least as high as that borne by pre- viously pledged stock to aggregate stock of constituent companies 54 — (2) In case of sale, stock of purchasing company becoming subject to indenture bears propor- tionate relation to total capital stock as high as that borne by previously pledged stock of pur- chasing and selling companies to aggregate stock of said companies.... 55 — (3) Resulting stock pledged under indenture shall never be less than majority thereof 55 Merger, consolidation or sale of property of Company less than a majority of the capital stock of which is pledged under indenture 55 Incrase of capital stock required for merger, consolida- tion or sale permitted 55 Merger into, or sale of property to, Company by subsi- diary or controlled Company 56 Trustee may vote pledged stock to effect merger or con- solidation 56 ARTICLE NINE. Remedies of the Trustee and Bondholders. Sec. 1. Events of default 56 — (a) Non-payment of interest on existing debentures or Series A debentures 56 — ( b ) Non-payment of principal of existing deben- tures or Series A debentures 56 — (c) Non-payment of interest on first mortgage bonds 57 — ( d ) Non-ipayment of principal of first mortgage bonds 57 — ( e ) Non-observance of sinking fund covenants.... 57 — (/) Non-observance of other covenants 57 — ( g ) Appointment of receiver of Company or trust estate 57 IX PAGE — ( h ) Non-payment of interest on obligations secured by lien on property of subsidiary or con- trolled companies 57 — (t) Non-observance of covenant contained in mort- gage or instrument constituting lien on prop- erty of subsidiary or controlled companies. . . 57 Trustee may enter and operate mortgaged premises 57 Application of income by Trustee in possession 58 — (a) Moneys available for distribution to be divided into 16,000 equal parts 58 • — One such part to inure to benefit of each holder of $1,000 existing debenture 58 — One such part to inure to benefit of each holder of $500 Series A debenture 59 — Remainder of parts to inure to benefit of holders of First Mortgage Bonds 59 — (1) In case principal of obligations secured not due 59 — (2) In case principal of obligations secured due. ... 59 Sec. 2. Trustee may vote pledged stock and collect income and principal of pledged securities 60 Application of moneys collected in case of receivership. . 60 Sec. 3. Right to declare principal due 60 Sec. 4. Upon default Trustee may 61 — (a) Sell trust estate 61 — ( b ) Institute legal proceedings to enforce its rights and rights of holders of secured obligations. . 61 Sec. 5. Trustee to act on request of twenty per cent, of secured obligations 61 Sec. 6. Property to be sold in one parcel 62 — unless such sale is impracticable, or 62 — holders of majority of secured obligations request Trustee to sell in parcels 62 Company waives all rights to have property marshalled on foreclosure 62 Sec. 7. Notice of sale 62 Publication of notice 62 Sec. 8. Adjournment of sale 62 Sec. 9. Trustee to deliver deed on completion of sale 63 X PAGE Trustee appointed attorney to make all necessary con- veyances 63 Ratification of sale by Company 63 Sale to divest Company of all right and title to prop- erty sold 63 Personal property, except as stated, to be considered as fixtures and appurtenant to real estate 63 Sec. 10. Purchaser not bound to see to application of purchase money 63 Sec. 11. Principal of bonds to become due upon sale 64 Sec. 12. Application of purchase money 64 — Payment of costs and expenses of sale 64 — Moneys remaining to be divided into 16,000 equal parts 64 — One such part to inure to benefit of each holder of $1,000 existing debenture 64 — One such part to inure to benefit of each holder of $500 Series A debenture 64 — Remainder of parts to inure to benefit of holders of First Mortgage Bonds 64 — (a) Payment of amount due 65 — (b) Payment of surplus 65 Sec. 13. Purchaser may apply obligations secured under Indenture ture and unpaid matured coupons in payment of pur- chase price 65 Sec. 14. Right to declare principal of existing debentures and Series A and Series B debentures due by notice to Trustee 66 Declaration not to bind holder or registered owner not joining in notice to Trustee 66 — unless such holder or registered owner notifies Trustee of election to have principal become due 66 Sec. 15. Any holder or registered owner of existing debentures or Series A debentures entitled to proportionate part of proceeds arising from enforcement of Indenture 67 Sec. 16. Company waives all rights under stay or extension laws. . 67 Sec. 17. Trustee may exercise right of entry on commencement of proceedings to enforce rights under Indenture 68 Trustee entitled to appointment of receiver 68 xl PAGE Sec. 18. Company may surrender possession of property to T rustee 68 Sec. 19. Holders of obligations not to sue until application made to Trustee 69 Sec. 20. Remedies cumulative . . 70 Sec. 21. Delay no waiver 70 Sec. 22. Upon discontinuance of proceeding to enforce rights under Indenture, Company and Trustee to be restored to for- mer position and rights 70 ARTICLE TEN. Immunity of Stockholders, Officers and Directors. Stockholders, officers and directors exempted from lia- bility 70 ARTICLE ELEVEN. Acts and Apparent Authority of Holders of Obligations Secured by this Indenture. Forms of instruments to be executed by holders of obliga- tions secured by Indenture 71 — (a) Proof of execution 71 — ( b ) Proof of holding of obligations transferable by delivery, tbe kinds, amounts, numbers and date of holding thereof 71 — (c) Proof of ownership of registered obligations... 72 ARTICLE TWELVE. Releases of Mortgaged Property. Sec. 1. Release of property authorized, provided: 72 — (a) Directors deem it no longer necessary or advan- tageous in operation or maintenance of re- maining properties 72 — ( b ) Company shall have sold or exchanged, or con- tracted to sell or exchange property released 72 Xll PAGE — ( c ) No stock of subsidiary or controlled companies shall be sold unless all of such stock shall be sold, or unless after such sale the Company owns a majority of such stock 72-73 — ( d ) Consideration received at least equal to value of property released 73 Sec. 2. Sale of property of subsidiary or controlled company au- thorized provided 73 • — (a) Directors deem it no longer necessary or advan- tageous in operation or maintenance of prop- erties subject to Indenture 73 — ( b ) Consideration received at least equal to value of property sold 73 Sec. 3. Property, the ownership, possession or operation of which is denied Company by decree of court, to be released. . 73 Sec. 4. Company may dispose of obsolete machinery and im- plements 74 Sec. 5. Action of Trustee only on request by resolution of Di- rectors 74 Certified copy of resolution to be delivered to Trustee. . . 74 Certificate of corporate officers to be filed with Trustee. . 74 — Contents of certificate 74 Resolution and certificate may be accepted by Trustee as conclusive evidence of facts therein set forth 74 — but Trustee may require additional evidence 75 Sec. 6. Proceeds of sales of property to be deposited with Trustee 75 Application of deposited proceeds 75 Sec. 7. Purchasers not required to see to application of purchase money 76 Sec. 8. Receiver in possession may exercise rights of Company. . 76 ARTICLE THIRTEEN. Concerning the Trustee. Sec. 1. Conditions of acceptance of trust 76 — Not required to see to record registry, filing or refil- ing of Indenture 76 xm PAGE — Compensation of Trustee 76 — Not responsible for recitals 77 — May assume no default exists until notified by hold- ers of 20% of obligations 77 —Not required to act unless indemnified 77 — Not required to take notice of default unless notified by holders of 20% of obligations 77 — Discretion not affected 78 — Not liable except for willful misconduct or gross negligence 78 — Trustee to be reimbursed and indemnified 78 — To have prior lien for compensation and expenses. . 78 — Protected in acting on advice of counsel 78 —Protected in acting upon documents believed to be genuine 78 — May deal in obligations secured by indenture 78 — May rely on certificate executed under corporate seal accompanied by certified copy of resolution author- izing its execution 79 — May accept as conclusive statement in such certificate 79 Term “board of directors” includes Executive Committee 79 Trustee may rely on certificate of Trustee under Deben- ture Agreement 79 Sec. 2. Trustee may resign after giving notice 79 Removal of Trustee 80 Sec. 3. Merger or consolidation of Trustee or successors 80 Sec. 4. Appointment of successor trustee 80 — by holders of obligations 81 — by Company 81 Qualifications of successor trustee 81 Notice of appointment by Company 81 Appointee of obligation holders to supersede Company’s appointee 81 Successor trustee shall accept appointment in writing. . . 81 Sec. 5. Company and Trustee may appoint a co-trustee or a sepa- rate trustee of property subject to Indenture 82 xiv PAGE ARTICLE FOURTEEN. Possession Until Default-Defeasance Clause. Sec. 1. Until default, Company to retain possession of property subject to Indenture, except bonds and stocks, etc. pledged 82 Covenant that income after payment of operating and maintenance expenses shall be applied first to payment of interest on secured obligations 82 Sec. 2. Defeasance clause 83 ARTICLE FIFTEEN. Consolidation, Merger and Sale. Sec. 1. Consolidation, merger or sale on condition 83 Sale on condition 84 Sec. 2. Effect of consolidation, merger or sale 84 Sec. 3. Term “Company” includes successor corporation 85 Sec. 4. Company may surrender powers conferred 85 ARTICLE SIXTEEN. Sundry Provisions. Sec. 1. Covenants and agreements of Company to bind successors and assigns 85 Sec. 2. Term “Trustee” defined 85 Sec. 3. Indenture may be executed in several counterparts 86 ARTICLE SEVENTEEN. Parties in Interest. Parties having rights under Indenture 86 Acceptance of Trust 86 Testimonium 86 Signatures and seals 87 Acknowledgments 88-89 Affidavit 90 3n Denture dated the first day of December, 1921, by and between Parties. Allied Packers, Incorporated, a corporation organized and exist- ing under the laws of the State of Delaware, hereinafter called the Com- pany, party of the first part, and Central Union Trust Company of New York, a corporation organized and existing under the laws of the State of New York, having its principal office and place of business at No. 80 Broadway, City, County and State of New York, hereinafter called the Trustee, party of the second part : Whereas, heretofore and under date of July 1, 1919, the Company Recitals, executed and delivered to The Equitable Trust Company of New York, as trustee, a certain trust indenture, hereinafter called the Debenture Agreement, to secure an authorized issue of $25,000,000 principal amount of the Twenty Year Convertible Sinking Fund Six Per Cent. Debenture Bonds of the Company, of which there have heretofore been authenticated and delivered by the trustee under the Debenture Agreement debentures to the principal amount of $16,000,000, and no more, all of which remain outstanding and are hereinafter called the Existing Debentures; and Whereas, the Debenture Agreement does not provide for the mortgage or pledge thereunder of any property as security for the Existing Deben- tures, and the Existing Debentures are wholly unsecured obligations of the Company ; and Whereas, the Company, for the purposes and upon the terms, condi- tions and stipulations hereinafter set forth, has duly determined to execute and deliver to the Trustee an indenture in substantially the form of this Indenture for the purpose of securing the payment of one-half of the principal of and two-thirds of the interest, from and after January 1, 1922, upon the Existing Debentures ; and Whereas, the Company has entered into or is about to enter into an agreement with the trustee under the Debenture Agreement, of even date herewith, hereinafter called the Supplemental Agreement, by which said Supplemental Agreement it is provided among other things that the principal amount of debentures at any time issued under the Debenture Agreement shall not in any event exceed the aggregate principal amount of $16,000,000, and that, except as otherwise specifically provided in the Sup- 2 Form of coupon bond. plemental Agreement, no additional debentures shall be authenticated and delivered by the trustee under the Debenture Agreement save in accord- ance with the provisions of Section 3 of Article One thereof, authoriz- ing the authentication and delivery upon and subject to the conditions therein set forth of new debentures for debentures mutilated, destroyed or lost, and save that, as provided in the Supplemental Agreement, any holder of Existing Debentures in the principal amount of $1000 may at his option surrender the same to the trustee under the Debenture Agree- ment for exchange and cancellation, and, in exchange therefor, shall there- upon receive two? debentures, each in the principal amount of $500, of which one, carrying interest at the rate of eight per cent, per annum, shall be known as a Series A Debenture, and shall in its entirety be entitled to the security of this Indenture, and the other, carrying interest at the rate of four per cent, per annum, shall be known as a Series B Debenture, and shall not be entitled to the security of this Indenture ; and Whereas, as hereinafter provided, the holders of Existing Deben- tures or of Series A Debentures may at their option and upon com- pliance with the terms and conditions hereinafter set forth, convert that portion of the debt represented thereby entitled to the security of this Indenture into bonds of the Company issued under and secured by this Indenture, in the place and stead of the Existing Debentures and Series A Debentures evidencing the debt so converted ; and Whereas, the bonds to be so issued under this Indenture (hereinafter called First Mortgage Bonds) and the coupons to be attached to the coupon bonds, and the certificate of authentication by the Trustee to be endorsed on said First Mortgage Bonds, are to be in substantially the following forms respectively: [form of coupon bond] No $ UNITED STATES OF AMERICA State of Delaware ALLIED PACKERS, INCORPORATED First Mortgage and Collateral Trust Convertible Sinking Fund 8% Gold Bond. Allied Packers, Incorporated, a Delaware corporation (herein- after called the Company), for value received, hereby promises to pay to 3 the bearer or, if this bond be registered, to the registered holder hereof, on the first day of July, 1939, at the office or agency of the Company in the Borough of Manhattan, in the City of New York, the sum of dollars, in gold coin of the United States of America, of or equal to the standard of weight and fineness as it existed on January 1, 1922, and to pay interest thereon from January 1, 1922, at said office or agency, in like gold coin, at the rate of eight per cent, per annum, semi- annually on the first day of January and the first day of July in each year, but only upon presentation and surrender of the coupons hereto annexed as they shall severally mature. Both the principal and interest of this bond are payable, so far as may be lawful, without deduction for any tax or taxes *(other than Fed- eral income taxes in excess of two per cent, and other than New York State income taxes) which the Company or the Trustee under the Inden- ture 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 bond is one of an authorized issue of bonds, not exceeding the aggregate principal amount of $8,000,000, known as the First Mortgage and Collateral Trust Convertible Sinking Fund 8% Gold Bonds of the Company, issued and to be issued under and secured by an Indenture, dated December 1, 1921, between the Company and Central Union Trust Company of New York, as Trustee, given to secure one-half of the prin- cipal and two-thirds of the interest from and after January 1, 1922, of the ^16,000,000 principal amount of debentures of the Company hereto- fore issued under a certain trust indenture executed by the Company to The Equitable Trust Company of New York, as trustee, under date of July 1, 1919, and to evidence in part the debt so secured by this Inden- ture this First Mortgage and Collateral Trust Convertible Sinking Fund 8% Gold Bond of the Company has been issued in exchange for a like principal amount of said debentures so secured. Reference is hereby made to said Indenture executed by the Company to Central Union Trust Com- pany of New York, as Trustee, dated December 1, 1921, for a state- ment of the rights of the holders or registered owners of the bonds issued thereunder. Except as provided in said Indenture, all rights of action on this bond and the coupons hereto appertaining are vested exclusively in the Trustee. The bonds of this issue are subject to redemption, in whole or in part, at the option of the Company, on any interest payment date, on at least sixty days’ prior notice by publication, as provided in said Inden- ture, at the face value thereof and accrued interest, plus a premium of ten per cent. The bonds of this issue are subject to like redemption by operation of the sinking fund provided for in said Indenture. At the option of the holder or registered owner, this bond may be con- verted, under conditions and regulations prescribed in said Indenture, at any time prior to maturity (except when the books for the transfer of 4 the common stock of the Company are closed, and except that in the case of bonds called for redemption the right of conversion shall expire thirty days prior to the date fixed for redemption) into shares of the common stock of the Company, as its common stock shall be constituted at the time of such conversion, at the rate of ten shares of said common stock for each $1000 principal amount of bonds of this issue, as provided in said Indenture. In case an event of default as defined in said Indenture shall happen, the principal of the bonds of this issue may become or be declared due and payable in the manner and with the effect provided in said Indenture. This bond shdll pass by delivery unless registered in the name of the owner at the office or agency of the Company in the Borough of Man- hattan, City of New York, such registration being noted hereon by the Company. After such registration, 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 bond may be discharged from registration by being in like manner transferred to bearer, and thereupon transferability by delivery shall be restored; and this bond may again, from time to time, be registered or transferred to bearer as before. Such registration, however, shall not affect the nego- tiability of the coupons, which shall continue to be payable to bearer and transferable by delivery merely, and payment thereof to bearer shall duly discharge the Company in respect of the interest therein mentioned, whether or not the bond be registered. The holder of any coupon bond of this issue may, at his option, in the manner prescribed in said Indenture and upon payment of the charges therein provided for, surrender for cancellation his bond, with all unma- tured coupons thereto appertaining, in exchange for a like principal amount of registered bonds without coupons. Any such registered bond in like manner may in turn be exchanged for a coupon bond or bonds on pay- ment, if the Company shall so require, of the charges provided in said Indenture. No recourse shall be had for the payment of the principal or interest of this bond or any part hereof, or for any claim based hereon or other- wise in respect hereof, or of the indebtedness represented hereby or by the coupons appertaining hereto, or of said Indenture, against any incorpora- tor, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any con- stitutional provision, statute, or rule of law, or by the enforcement of any assessment, or by any legal or equitable proceeding, or otherwise, all such liability being by the acceptance hereof and as part of the consider- ation hereof expressly released, as provided in said Indenture. This bond shall not be valid or become obligatory for any purpose until it shall have been authenticated by the certificate of the Trustee under said Indenture hereon endorsed. 5 In witness whereof, said Allied Packers, Incorporated, has caused this bond to be signed in its name by its President or one of its Vice- Presidents and its corporate seal to be hereunto affixed and to be 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, all as of the first day of January, 1922. Allied Packers, Incorporated, By Attest : Vice-President. Assistant Secretary. [FORM OF INTEREST COUPON] Form of No $ coupon. On the first day of , 19 , unless the bond here- inafter mentioned shall have been called for previous redemption, Allied Packers, Incorporated, will pay to bearer, at its office or agency in the Borough of Manhattan, in the City of New York, dollars, United States gold coin, without deduction, so far as lawful, for taxes (other than Federal income taxes in excess of two per cent, and other than New York State income taxes), as provided in said bond, being six months’ interest then due on its First Mortgage and Collateral Trust Convertible Sinking Fund 8 % Gold Bond No. Treasurer. [form OF REGISTERED BOND] No UNITED STATES OF AMERICA State of Delaware allied PACKERS, INCORPORATED First Mortgage and Collateral Trust Convertible Sinking Fund 8% Gold Bond. Allied Packers, Incorporated, a Delaware corporation (hereinafter called the Company), for value received, hereby promises to pay to or registered assigns, on the first dav of July, 1939, at the office or agency of the Company in the Borough of Manhattan, in the City of New York, the sum of dollars, in gold coin of the United States of America, of or equal to the standard of weight and fineness as it existed on January 1, 1922, and to pay interest thereon from the date of this bond at said office or agency, in like gold Form of regis- tered bond. 6 coin, at the rate of eight per cent .per annum, semi-annually on the first day of January and the first day of July in each year. Both the principal and interest of this bond are payable, so far as may be lawful, without deduction for any tax or taxes (other than Federal income taxes in excess of two per cent, and other than New York State income taxes) which the Company 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 taking authority therein. This bond is one of an authorized issue of bonds, not exceeding the aggregate principal amount of $8,000,000, known as the First Mortgage and Collateral Trust Convertible Sinking Fund 8% Gold Bonds of the Company, issued and to be issued under and secured by an Indenture, dated December 1, 1921, between the Company and Central Union Trust Company of New York, as Trustee, given to secure one-half of the prin- cipal and two-thirds of the interest from and after January 1, 1922, of the $16,000,000 principal amount of debentures of the Company heretofore issued under a certain trust indenture executed by the Company to The Equitable Trust Company of New York, as trustee, under date of July 1, 1919, and to evidence in part the debt, so secured by this Indenture this First Mortgage and Collateral Trust Convertible Sinking Fund 8 % Gold Bond of the Company has been issued in exchange for a like prin- cipal amount of said debentures so secured. Reference is hereby made to said Indenture executed by the Company to Central Union Trust Company of New York, as Trustee, dated December 1, 1921, for a state- ment of the rights of the holders or registered owners of the bonds issued thereunder. Except as provided in said Indenture, all rights of action on this bond are vested exclusively in the Trustee. The bonds of this issue are subject to redemption, in whole or in part, at the option of the Company, on any interest payment date, on at least sixty days’ prior notice, by publication, as provided in said Inden- ture, at the face value thereof and accrued interest, plus a premium of ten per cent. The bonds of this issue are subject to like redemption by operation of the sinking fund provided for in said Indenture. At the option of the registered owner, this bond may be converted, under conditions and regulations prescribed in said Indenture, at any time prior to maturity (except when the books for the transfer of the common stock of the Company are closed, and except that in the case of bonds called for redemption the right of conversion shall expire thirty days prior to the date fixed for redemption) into shares of the common stock of the Company, as its common stock shall be constituted at the time of such conversion, at the rate of ten shares of said common stock for each $1000 principal amount of bonds of this issue, as provided in said Indenture. In case an event of default as defined in said Indenture shall happen, the principal of the bonds of this issue may become or be declared due and payable in the manner and with the effect provided in said Indenture. 7 This bond is transferable by the registered owner hereof, in person or by attorney duly authorized, at the office or agency of the Company, in the Borough of Manhattan, City of New York, upon surrender and cancellation of this bond, and a new registered bond will be issued to the transferee in exchange therefor, as provided in said Indenture, and on payment, if the Company shall so require, of the charges therein pro- vided for. This bond may be exchanged for coupon bonds of the denom- ination of $500 or of $1000 for the same aggregate principal amount and bearing all unmatured coupons, and any such coupon bond may in turn be re-exchanged for a registered bond, in each case as provided in said Indenture, and on payment, if the Company shall so require, of the charges therein provided for. No recourse shall be had for the payment of the principal or interest of this bond or any part thereof, or for any claim based hereon or other- wise in respect hereof, or of the indebtedness represented hereby, or of said Indenture, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company, or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitutional provision, statute, or rule of law, or by the enforcement of any assessment, or by any legal or equitable proceeding, or otherwise, all such liability being by the acceptance hereof and as part of the consideration hereof expressly released, as pro- vided in said Indenture. This bond shall not be valid or become obligatory for any purpose until it shall have been authenticated by the certificate of the Trustee under said Indenture hereon endorsed. In witness whereof, said Allied Packers, Incorporated, has caused this bond to be signed in its name by its President or one of its Vice- Presidents and its corporate seal to be hereunto affixed and to be attested by its Secretary or one of its Assistant Secretaries, all as of the day of , 19 . Allied Packers, Incorporated, By Attest : Vice-President. Assistant Secretary. [form of trustee’s certificate on coupon and registered bonds] This bond is one of the bonds described in the within-mentioned Indenture. Form of Trustee’s authentica- tion. Central Union Trust Company of New York, Trustee, By 8 and Whereas, all acts and things prescribed by law and by the certificate of incorporation and by-laws of the Company have been duly complied with, and the Company has executed this Indenture in the exercise of each and every legal right and', power in it vested, and all things necessary to make this Indenture a valid and binding mortgage and agreement for the security of the obligations hereby secured and to make the First Mortgage Bonds, when authenticated by the Trustee and issued by the Company, the legal, valid and binding obligations of the Company have been done and performed ; Grant and NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in Order to conveyance. secure payment of one-half of the principal of, and two-thirds of the interest from and after January 1, 1922, upon, the Existing Debentures, and all of the principal and interest of the Series A Debentures and of the First Mortgage Bonds which may be issued in conversion of that part of the debt secured by this Indenture, represented by the Existing Debentures, and to secure the performance and observance of all the covenants and conditions contained in this Indenture, and to declare the terms and condi- tions upon which the First Mortgage Bonds are issued, received and held, Consideration, and for and in consideration of the premises and of the acceptance or purchase of the First Mortgage Bonds by the holders thereof, and of the sum of one hundred dollars, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the enseal- ing and delivery of this Indenture, the receipt whereof is hereby acknowl- edged, the Company has executed and delivered this Indenture and has granted, bargained, sold, aliened, remised, released, conveyed, confirmed, assigned, transferred and set over, and by these presents, does grant, bar- gain, sell, alien, remise, release, convey, confirm, assign, transfer and set over unto the Trustee, its successors in the trust and their assigns, all and singular the real estate, plants, tools, machinery, and other like property, and stocks and bonds of companies subsidiary to and controlled by the Company and interests therein, owned by the Company at the time of the execution of this Indenture, or thereafter acquired, including as part of the property and premises hereby granted, bargained, sold, aliened, re- mised, released, conveyed, confirmed, assigned, transferred and set over the following pieces and parcels of property, to wit : FIRST. Property conveyed : All and singular the following lands and interests in lands : 0 FIRST: IN MICHIGAN. All those tracts , pieces or parcels of land, with the buildings, struc- tures, erections and constructions thereon, situated, lying, and being in the City of Detroit, County of Wayne, and State of Michigan, more partic- ularly bounded and described as follows : — All those certain tracts, pieces or parcels of land situated, lying and being in the City of Detroit, County of Wayne, and State of Michigan, bounded and described as follows: Lots numbered One (1), Two (2), Three (3), Four (4), Five (5), Six (6), Seven (7), Eight (8), Nine (9), Ten (10), Eleven (11), Twelve (12), Thirteen (13), Fourteen (14), Fifteen (15), Sixteen (16), Seventeen (17), Eighteen (18), Nine- teen (19), Twenty (20), Twenty-one (21), Twenty-two (22), Twenty- three (23), Twenty-four (24), Twenty-five (25), Twenty-six (26), Twenty-seven (27), Twenty-eight (28), Twenty-nine (29), Thirty (30) and Thirty-one (31), both inclusive, of Whitwood and Vernor’s Sub- division of a part of Private Claims 727 and 729 lying south of Michigan Avenue, according to the plat thereof recorded in Liber 19 of Plats on page 29 of said Wayne County Records ; also, all that rear part of Private Claim 729 situated, lying and being in the City of Detroit, County of Wayne, and State of Michigan, bounded and described as follows: Commencing at a point on the west line of Twentieth Street one hun- dred twenty-nine and 99/100 (129-99/100) feet southerly from the south line of Michigan Avenue ; thence southerly along said west line of Twentieth Street one hundred eight and 34/100 (108-34/100) feet to a point ; thence westerly parallel to the southerly line of Michigan Avenue six hundred forty-one and 36/100 (641-36/100) feet to the west line of Private Claim 729; thence northerly along said west line of Private Claim 729 one hundred eleven and 84/100 (111-84/100) feet to a point; thence easterly along the south line of alley parallel to the south line of Michigan Avenue six hundred forty-nine and 74/100 (649-74/100) feet to the place of beginning, excepting a private roadway twenty-five (25) feet wide east of and adjoining the west line of Private Claim 729; all that part of Private Claim 729 situated, lying and being in the City of Detroit, County of Wayne, and State of Michigan, bounded and described as follows : Beginning on the easterly line of said Private Claim 729, which easterly line is also the westerly line of Twentieth Street, at a point distant southerly two hundred fifty (250) feet from the southerly line of Michigan Avenue measured along said Private Claim line ; thence westerly at right angles to said easterly line of Private Claim 729 to a point distant easterly thirty (30) feet from the westerly line of said Private claim 729 measured at right angles thereto ; thence northerly parallel with said westerly line of Private Claim 729 to a point on the northerly line of a parcel of land deeded to the Michigan Central Railroad Company by Caroline S. Case, et ah, by Deed dated May 23, 1893, and recorded July 12, 1893, in Liber 425 of Deeds on page 359, said point being distant — Real estate in Michigan ; 10 — Real estate in West Virginia ; southerly two hundred twenty (220) feet from the southerly line of Michigan Avenue measured at right angles thereto; thence easterly along the northerly line of the premises deeded by Caroline S. Case, et ah, as aforesaid, (said line being also the southerly line of the property deeded to Peter Zacharias by Anette V. Herod and Caroline Case, et al., by deeds dated June 9, 1908, and June 26, 1908, respectively, and recorded respectively in Liber 676, page 339, and Liber 658, page 584, of Deeds, Wayne County Records) and parallel with the southerly line of Michigan Avenue to the easterly line of said Private Claim 729; thence southerly along the last mentioned line to the place of beginning, — containing one and fifty-nine hundredths (1.59) acres, be the same more or less; all that certain piece or parcel of land situated, lying and being in the City of Detroit, County of Wayne, and State of Michigan, bounded and described as follows: Commencing at the north-west corner of Lot One (1) of Whitwood and Vernor Subdivision of a part of Private Claim 727 and 729, lying south of Michigan Avenue, according to the plat thereof re- corded in Liber 19 of Plats at Page 29, Wayne County Records, thence southerly perpendicular to the southerly line of Michigan Avenue along the westerly line of said Lot one (1), one hundred (100) feet to the rear line of said Lot one (1), thence westerly perpendicular to said westerly line eleven and forty eight one-hundredths (11.48) feet, thence northerly parallel to said westerly line one hundred (100) feet to the southerly line of Michigan Avenue, thence easterly along said southerly line of Michigan Avenue eleven and forty eight one-hundredths (11.48) feet to the place of beginning ; also all other lands and interests in lands at the date hereof belonging to the grantor, situated adjacent to the above de- scribed premises, or any thereof. Together with all and singular the buildings, improvements, ways, woods, waters, water courses, rights, liberties, privileges, hereditaments and appurtenances to the same belonging or in any wise appertaining; and the alleys, public or private, in and abutting upon the premises herein- before described, together with all and singular the hereditaments and appurtenances thereto belonging or in any wise appertaining: and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and of every part and parcel thereof ; and all the estate, right, title, interest, use, possession, property, claim and demand what- soever, both in law and equity, of the grantor of, in and to the said prem- ises, with the appurtenances. SECOND: IN WEST VIRGINIA. All those tracts , pieces or parcels of land, and all the yards, plants and property, with the buildings, structures, erections and constructions thereon, situated, lying and being in the City of Fulton, in the County of Ohio, in the State of West Virginia, more particularly bounded and described as follows: 11 Tract No. 1 All those certain tracts, pieces or parcels of land, situated, lying and being in the City of Fulton, in the County of Ohio, in the State of West Virginia, bounded and described as follows : — Parcel A. That piece of ground in the said City of Fulton bounded as follows: — Commencing at the southwest corner of Pulton Street and the National Road, same being the northeast corner of lot number one (1), thence running with the southerly side of the National Road in a northwesterly direction to the east side of an alley and to the northwest corner of lot numbered four (4), thence in a southwesterly direction with the east line of the said alley, same being the west line of said lot numbered four (4) to Wheeling Creek, thence up the said creek with the meanders thereof to the west line of Fulton Street or the east line of said lot numbered one (1), thence with the said line of Fulton Street and the east line of the said lot numbered one (1) in a northeasterly direction to the place of beginning, being lots numbered one (1), two (2), three (3), and four (4) in said City of Fulton, and being the same property, part of which was conveyed to Frederich Schenk by Frederick Folmar and wife, by deed dated the 23rd day of August, A. D., 1873, and now of record in the office of the Clerk of the County Court of Ohio County, West Vir- ginia, in Deed Book No. 61, at page 62, part thereof conveyed to said Frederich Schenk by Lewis Baker and wife, by deed dated the 2nd day of May, A. D. 1874, and now of record in said office in Deed Book No. 68, at page 187, part thereof, to wit: said lot numbered three, conveyed to the said Frederich Schenk by Henry Roth and wife, by deed dated the 16th day of August, 1882, and now of record in said office in Deed Book No. 73, at page 50, and the residue thereof, being said lot num- bered four, having been conveyed to the said Frederich Schenk by Elisa- beth Roth, by deed dated the 29th day of September, A. D. 1892, and now of record in said office in Deed Book No. 89, at page 533, together with the pork and beef packing establishment on the property hereinbefore described and hereby granted and conveyed, the boilers, engines, shafting, belting, machinery and fixtures of every kind and description, tools and appliances, both fixed and movable, in or upon the land hereby granted, or belonging in any wise thereto or to said establishment, and all the buildings and improvements of every kind and description upon the said land, or any part thereof, and all the privileges and appurtenances to the said land in any wise appertaining. Parcel B. Also all the real estate known as the Fulton Paper Mill, in the said City of Fulton, in the County and State aforesaid, more particularly 12 bounded and described as follows : Beginning- at the southeast corner of Centre and Fulton Streets, in said City of Fulton, and running thence southeastwardly with the line of Centre Street that is nearest to Wheeling Creek until such line intersects the west line of Marshall Street, thence running with the west line of Marshall Street southwestwardly to Wheel- ing Creek, thence down said creek with the meanders thereof until it intersects the east line of Fulton Street extended, thence running north- eastwardly with the east side of Fulton Street to the place of beginning, excepting, however, from the land embraced within the last mentioned boundaries the portion thereof which was conveyed by Lewis Baker and wife to Frederick Forsch by deed dated September 18, 1875, and now of record in said office in Deed Book No. 64, at page 86, described in said last-mentioned deed as follows, to wit: “A portion of the Fulton Paper Mill lot situated in the town of Fulton, county of Ohio, State of West Virginia, bounded as follows, to wit : Commencing at a point in the westerly line of Centre Street nineteen (19) feet south of the south line of the said mill, thence in a straight line parallel with Marshall Street to a road on the bank of Wheeling Creek, thence with said road to Marshall Street, thence with Marshall Street to the corner of Marshall and Centre Streets, and from said corner along the westerly line of Centre Street to the place of beginning,” the portion of said Fulton Paper Mill property hereby granted and conveyed being the same granted and con- veyed by William Erskin, trustee, to the said Frederich Schenk, by deed dated the 19th day of February, A. D. 1898, and now of record in said office in Deed Book No. 98, at page 428. Parcel C. That piece of land in the said City of Fulton, in the County and State aforesaid, granted and conveyed by George P. Folmar and wife to the said Frederich Schenk by deed dated the 7th day of June, A. D. 1887, and now of record in said office in Deed Book No. 80, at page 346, bounded and described as follows : Beginning at a point on the south side of Centre Street one hundred and fifty-one (151) feet in a southeasterly direction measured along said south side of Centre Street from the south- east corner of Marshall and Centre Streets, thence running along the said line of Centre Street in a southeasterly direction to the line of a parcel of ground once owned by Rosanna Bayha and distant from Berry Street three hundred and fifty-five (355) feet measured along the said line of Centre Street, thence running in a southwesterly direction at right angles with Centre Street and binding on said Rosanna Bayba’s line to Wheeling Creek, thence down the said creek with the meanders thereof and binding thereon to a line of a lot of ground owned by John G. Muth in his life time, thence in a northeasterly direction to the south line of Centre Street to the place of beginning, together with the fertilizing works and storage establishment on the last bounded and described land, and the boiler, engines, shafting, belting, machinery, tools, fixtures and appli- 13 ances, both fixed and movable, in or belonging to the said fertilizing works and storage establishment, or either of them of every kind and description, and all other buildings and improvements on the last-men- tioned land, and all the privileges and appurtenances thereunto belonging or in any wise appertaining. Said tract No. 1 is the property which was conveyed to F. Schenk & Sons Company, a West Virginia corporation, by Frederich Schenk (widower) by deed dated February 15, 1899, and recorded in the office of the Clerk of Ohio County, West Virginia, on February 15, 1899, in Deed Book No. 100, at page 344, and which was subsequently conveyed by said F. Schenk & Sons Company, together with other property to the grantor by deed dated December 27, 1919. TRACT No. 2. All those certain tracts, pieces or parcels of land situated, lying and being in the City of Wheeling, in the County of Ohio, in the State of West Virginia, bounded and described as follows : — That half lot of ground fronting upon the east side of Market Street, between Eleventh and Twelfth Streets, in square numbered ten (10), bounded upon the north by the property of the Peabody Insurance Com- pany, on the west by Market Street, on the south by the property of Samuel S. Bloch, and on the east by a public alley, being the same half lot granted and conveyed by Peter W. Bosley and wife to Schenck & Zoeckler, by deed dated the 9th day of February, A. D. 1878, and now of record in the office of the Clerk of the County Court of Ohio County, West Virginia, in Deed Book No. 67, at pages 597 and 598, Benjamin F. Zoeckler and wife having granted and conveyed to Frederich Schenk (widower) all their right, title and interest in the said half lot by deed dated the 6th day of September, 1880, and now of record in said office in Deed Book No. 70, at page 272, together with the building and improve- ments upon said half lot hereby conveyed, and also the electric plant, ice machine, gas engine, ice boxes, counters and shelving in the building on said half lot, and all other fixtures in, upon or belonging to the said half lot, or any building thereon, and all the privileges and appurtenances to the said half lot belonging or in any wise appertaining. Said tract No. 2 is the property which was conveyed to F. Schenk & Sons Company, a West Virginia corporation, by Frederich Schenk (widower) by deed dated February 15, 1899, and recorded in the office of the Clerk of Ohio County, West Virginia, on February 15, 1899, in Deed Book No. 100, at Page 346, and which was subsequently conveyed by said F. Schenk & Sons Company, together with qther property to the grantor by deed dated December 27, 1919. 14 TRACT No. 3. All those certain tracts, pieces or parcels of land situated, lying and being in the City of Fulton, in the County of Ohio, in the State of West Virginia, bounded and described as follows: Part of the lot Number Six in the City of Fulton, in said Ohio County, bounded as follows, viz : beginning at Christian Hoffman’s line on the south side of the National or Cumberland Road, thence running east along the line of said National Road forty-two (42) feet, more or less, to within six inches of the corner of Folmar’s store room on said road ; thence south on a line parallel with the store room of said Folmar and six inches distant therefrom twenty-nine (29) feet; thence west and in a straight line to a porch post belonging to the house upon said lot distant three (3) feet and ten (10) inches, more or less; thence in a southerly direction and following the line of the fence to Wheeling Creek; thence west and with the line of the creek to Christian Hoffman’s line; thence with said line to the place of beginning, together with all the buildings and other improvements thereon ; and also an unobstructed right of way sixteen (16) feet wide from the property hereinbefore conveyed through so much of the east part of the lot number six (6) as is owned by George P. Folmar and also through the lot number five (5) of the said Town of Fulton to a point on the public alley distant one hundred and twenty- two feet and six inches south from the north boundary line of the tannery, now a dwelling, on lot number five (5) on the National Road and parallel with said line, said distance to be ascertained by measuring from the said boundary line of said tannery, now a dwelling, to the northern line of said proposed right of way, subject, however, to the right of way reserved in same by said George P. Folmar in the deed made by him to William Krumme, dated September 7, 1878, and recorded in the office of the Clerk of the County Court of Ohio County, West Virginia, in Deed Book No. 68, folio 560, the property hereinbefore conveyed being the same property which was conveyed to Eleonora Stein by William Krumme and wife, by deed bearing date the 10th day of December, 1885, and recorded in the office of the clerk of the County Court of Ohio County, West Virginia, in Deed Book No. 77, page 409. Said Tract No. 3 is the property which was conveyed to F. Schenk & Sons Company, a West Virginia corporation, by Eleonora Stein and Michael Stein, her husband, by deed dated March 3, 1905, and recorded in the office of the Clerk of Ohio County, West Virginia, on March 13, 1905, in Deed Book No. 117, at page 501, and which was subsequently conveyed by said F. Schenk & Sons Company, together with other property, to the grantor by deed dated December 27, 1919. 15 TRACT No. 4. All those certain tracts, pieces or parcels of land situated, lying and being in the City of Fulton, in the County of Ohio, in the State of West Virginia, bounded and described as follows : A certain piece or parcel of ground lying and being situated in the Town of Fulton, Ohio County, State of West Virginia, and designated on the plat as lots Nos. 5 and 6. The property hereby conveyed is all of lot No. 5 and a part of lot No. 6, and bounded and described as follows: Beginning at the northeast corner of Eleonora Stein’s line; thence run- ning east and with the line of the National Road to the Public Alley a distance of seventy feet, more or less ; thence in a southerly direction and with the line of said alley to Big Wheeling Creek ; thence in a westerly direction with the meanderings of said creek to Eleonora Stein’s line; thence in a northerly direction with Eleonora Stein’s line to the place of beginning; and being a part of the same property which was conveyed to Geo. P. Folmar by Frederick Folmar and wife, by deed dated the first day of May, 1872, and recorded in the office of the Clerk of the County Court of Ohio County, in Deed Book No. 59, page 393 ; to have and to hold said lots of ground, together with all and singular the tenements, hereditaments and appurtenances thereunto belonging. Said Tract No. 4 is the property which was conveyed to F. Schenk & Sons Company, a West Virginia corporation, by Geo. P. Folmar and Louisa M. Folmar, his wife, by deed dated March 1, 1905, and recorded in the office of the Clerk of Ohio County, West Virginia, on May 11, 1905, in Deed Book No. 118, at page 302, and which was subsequently conveyed by said F. Schenk & Sons Company, together with other property, to the grantor by deed dated December 27, 1919. TRACT No. 5. All those certain tracts, pieces or parcels of land situated, lying and being in the City of Wheeling, in the County of Ohio, in the State of West Virginia, bounded and described as follows: A certain piece or parcel of land being part of lot numbered nine (9) in square numbered ten (10) in the City of Wheeling, Ohio County, West Virginia, and described as follows, to wit: Beginning on the east side of Market Street, south of Eleventh Street, at the southwest corner of said lot ; thence north along the east side of said Market Street twenty-eight (28) feet to the centre of the brick partition wall separating the property hereby conveyed from the property of George Bowers; thence east in a direct line through the centre of said brick partition wall eighty (80J feet seven (7) inches to a private alley in the rear of said part lot; thence south along the west line of said alley twenty-eight (28) feet to the south line of said lot ; thence west along the south line of said lot 16 — Real estate in New York ; eighty (80) feet seven (7) inches to the east line of said Market Street to the place of beginning; together with the right to use said private alley in the rear of said lot for ingress and egress to said Eleventh Street, and also together with all the buildings and appurtenances situated thereon or belonging thereto ; being the same property which was conveyed to John M. Dauer by two deeds, one made by Edwin C. Harry and wife, dated the 4th day of January, 1898, and the other from Elisabeth C. Sanders, et al., dated the 7th day of January, 1898, and recorded in the office of the Clerk of the County Court of Ohio County, West Virginia, in Deed Book 98, pages 216 and 269. Said Tract No. 5 is the property which was conveyed to F. Schenk & Sons Company, a West Virginia corporation, by John M. Dauer and Fannie L. Dauer, his wife, by deed dated March 28, 1908, and recorded in the office of the Clerk of Ohio County, West Virginia, on April 4, 1908, in Deed Book No. 126, at page 624, and which was subsequently con- veyed by said F. Schenk & Sons Company, together with other property to the grantor by deed dated December 27, 1919. And also all other lands and interest in lands at the date hereof belonging to the grantor, adjacent to the above-described premises com- prising Tracts Nos. 1, 2, 3, 4 and 5, aforesaid, or any thereof. Together with all and singular the buildings, improvements, ways, rights, liberties, privileges, hereditaments and appurtenances to the same belonging or in anywise appertaining ; and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and of every part and parcel thereof ; and all the estate, right, title interest, use, posses- sion, property claim and demand whatsoever, both in law and equity, of the grantor of, in and to the said premises, with the appurtenances. THIRD: IN NEW YORK. All those tracts, pieces or parcels of land, with the buildings, struc- tures, erections and constructions thereon, situated, lying and being in the City of Buffalo, County of Erie and State of New York, more partic- ularly bounded and described as follows : — A portion of the sub-division of Lot 58 in the 10th Township and 8th Range, beginning at the northwesterly corner of Howard and Babcock Streets, and running thence along the following approximate courses and distances : — north easterly along the north westerly line of Babcock Street 535.08 feet ; north westerly, at right angles 248.2 feet ; north easterly, at right angles 100 feet ; north westerly, at right angles, and along foot of Spencer Street to the westerly line thereof ; northerly, along the westerly line of Spencer Street 450.05 feet ; westerly, parallel with William Street, ,120 feet; northerly, parallel with Depot Street, 200 feet to the southerly line of William Street; westerly along the same 110 feet to the easterly 17 line of Depot Street; southerly, along said easterly line of Depot Street 531.68 feet; north westerly, and across Depot Street to the westerly line of said Street; northerly, along said westerly line of Depot Street 215.95 feet; westerly, 120 feet, southerly, 153 feet; north westerly to a point 959.61 feet distant northwesterly from Babcock Street ; south westerly 647 feet to the north easterly line of Howard Street ; south easterly along the same 1067.42 feet to the point of beginning containing within said bounds an area of 17.28 acres more or less. And also all other lands and interest in lands at the date hereof belong- ing to the grantor adjacent to the above described premises or any thereof. Together with all and singular the buildings, improvements, ways, rights, liberties, privileges, hereditaments and appurtenances to the same belonging or in anywise appertaining ; and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and of every part and parcel thereof ; and all the estate, right, title interest, use, pos- session, property claim and demand whatsoever, both in law and equity, of the grantor of, in and to the said premises, with the appurtenances. FOURTH: IN VIRGINIA. All those tracts, pieces or parcels of land, and all the yards, plants and property, with the buildings, structures, erections and constructions thereon, situated, lying and being in the City of Richmond, in the County of Henrico, in the State of Virginia, more particularly bounded and described as follows : — TRACT No. I. All those certain tracts, pieces or parcels of land situated, lying and being in the City of Richmond, in the County of Henrico, in the State of Virginia, bounded and described as follows : Parcel A. All that lot or parcel of land fronting twenty-one (21) feet on the east line of Tenth Street between Byrd and Canal Streets, and being the same real estate fully described and conveyed by a deed of bargain and sale from Elizabeth Kamphaus (widow) and others to W. S. Forbes, trading as W. S. Forbes & Company, dated April 17, 1902, recorded in the Clerk’s Office of the Chancery Court of the City of Richmond, Vir- ginia, April 18, 1902, in Deed Book 173 B, page 348, and reference to said deed is hereby made for a full description of the metes and bounds of said real estate. — Real estate in Virginia ; 18 Parcel B. All that lot or parcel of land beginning at a point in the eastern line of Tenth Street, at the southwest corner of a lot now owned by said W. S. Forbes, trading as W. S. Forbes & Company, and being the same real estate fully described and conveyed by a deed of bargain and sale from The Chesapeake and Ohio Railway Company to said W. S. Forbes, trading as W. S. Forbes & Company, dated February 15, 1906, recorded March 26, 1908, in the Clerk’s Office of the Chancery Court of the City of Richmond, in Deed Book 196 A, page 271, except so much thereof as was conveyed by said W. S. Forbes, trading as W. S. Forbes & Company to the Virginia Packing Company, by deed dated January 12, 1911, recorded January 24, 1911, in Deed Book 210 C, page 139, in the Clerk’s Office of the Chancery Court of the. City of Richmond, and reference to said deeds of February 15, 1906, and January 12, 1911, is hereby made for a full description of the metes and bounds of said real estate. Parcel C. All those two lots or parcels of land fronting on the northern line of Byrd Street, and being the same real estate fully described and conveyed to said W. S. Forbes, trading as W. S. Forbes & Company by a deed of bargain and sale from S. S. P. Patteson, Special Commissioner in the suit of Jos. W . Bliley v. Elizabeth Bliley, et al., dated April 6, 1906, recorded April 19, 1906, in Deed Book 188 B, page 462, in the Clerk’s Office of the Chancery Court of the City of Richmond, and reference to said deed is hereby made for a full description of the metes and bounds of said real estate. Parcel D. All that lot or parcel of land fronting forty-four (44) feet on the north line of Byrd Street, and being the same parcel of real estate fully described and conveyed to said W. S. Forbes, trading as W. S. Forbes & Company, by deed of bargain and sale from E. P. Murphy and wife, dated December 13, 1905, recorded January 15, 1906, in Deed Book 187 B, page 301, in the Clerk’s Office of the Chancery Court of the City of Richmond, and reference to said deed is hereby made for a full description of the metes and bounds of said real estate . Parcel E. All those two lots or parcels of real estate each fronting twenty (20) feet and eight and one-half (8 1/2) inches on the north side of Byrd Street, and being the same parcels of real estate fully described and conveyed to said W. S. Forbes, trading as W. S. Forbes & Company, by deed of bargain and sale from Maurice A. Powers, substituted trustee, dated April 6, 1906, recorded April 19, 1906, in Deed Book 188 B, page 19 459, in the Clerk’s office of the Chancery Court of the City of Richmond, and reference to said deed is hereby made for a full description of the metes and bounds of said real estate. Parcel F. All that lot or parcel of land fronting twenty-one (21) feet and ten and one-half (10 1/2) inches on the north line of Byrd Street, and being the same parcel of real estate described and conveyed to said W. S. Forbes, trading as W. S. Forbes & Company, by deed of bargain and sale from Theresa Dippner, Philomena Bliley and John B. Bliley, her husband, dated April 5, 1906, recorded April 19, 1906, in Deed Book 188 B, page 461, in the Clerk’s Office of the Chancery Court of the City of Richmond, and reference to said deed is hereby made for a full description of the metes and bounds of said real estate. Parcel G. All that lot or parcel of land fronting on the north line of Byrd Street thirty-four (34) feet and nine and three-fourths (9-3/4) inches, and being the same parcel of real estate fully described and conveyed to said W. S. Forbes, trading as W. S. Forbes & Company, by deed of bargain and sale from William N. Barret and others, dated June 14, 1905, recorded August 9, 1905, in Deed Book 186 A, page 80, in the Clerk’s Office of the Chancery Court of the City of Richmond, and reference to said deed is hereby made for a full description of the metes and bounds of said real estate. Parcel H. All that lot or parcel of land fronting on the north line of Byrd Street seventeen (17) feet and four (4) inches, and being the same parcel of real estate fully described and conveyed to the said W. S. Forbes, trading as W. S. Forbes & Company, by deed of bargain and sale from Henry Schlueter and wife, dated June 29, 1905, recorded August 9, 1905, in Deed Book 186 A, page 82, in the Clerk’s Office of the Chancery Court of the City of Richmond, and reference to said deed is hereby made for a full description of the metes and bounds of said real estate. Parcel I. All that certain lot or parcel of land fronting on the north line of Byrd Street thirty-five (35) feet and nine (9) inches, and being the same parcel of real estate fully described and conveyed to said W. S. Forbes, trading as W. S. Forbes & Company, by deed of bargain and sale from Henry Schueller, by Charles A. Rose, his attorney in fact, dated February 7, 1906, recorded February 7, 1906, in Deed Book 188 A, 20 page 10, in the Clerk’s Office of the Chancery Court of the City of Richmond, and reference to said deed is hereby made for a full descrip- tion of the metes and bounds of said real estate. Parcel J. All those two certain lots or parcels of land, one parcel beginning at a point two hundred and ninety-nine (299) feet and nine (9) inches south of the old town line, and the other parcel fronting twenty-three (23) feet on. the east line of Ninth Street, between Byrd Street and the Haxall Mill Race, and being the same parcels of real estate fully described and conveyed to said W. S. Forbes, trading as W. S. Forbes & Company, by deed of bargain and sale from Maurice A. Powers, Special Commissioner, dated November 12, 1906, recorded March 26, 1908, in Deed Book 196 A, page 276, in the Clerk’s Office of the Chancery Court of the City of Richmond, and reference to said deed is hereby made for a full description of the metes and bounds of said parcels of real estate. Parcel K. All those two certain parcels of real estate on the Hermitage Road, and being the same parcels of real estate conveyed to the said W. S. Forbes, trading as W. S. Forbes & Company, by the Virginia Packing Company, a corporation chartered under the laws of the State of Vir- ginia, by deed dated October 25, 1907, recorded March 11, 1910, in Deed Book 188 A, page 1, in the Clerk’s Office of the Circuit Court of Henrico County (said real estate was at the date of recordation of said deed situated in Henrico County, but is now situated in the City of Richmond), and reference to said deed is hereby made for a full description of the metes and bounds of said real estate. Said tract No. 1 is the property which was conveyed to W. S. Forbes & Company, Incorporated, a Virginia corporation, by W. S. Forbes, trading as W. S. Forbes & Company, by deed dated December 30, 1916, and recorded in the office of the Clerk of the Chancery Court of the City of Richmond, Virginia, on January 3, 1917, in Deed Book No. 241-B, at page 489, and which was subsequently conveyed by said W. S. Forbes & Company, Incorporated, to the grantor by deed dated December 27, 1921. TRACT No. II. All that certain piece or parcel of land, with the brick building thereon, situated, lying and being in the City of Richmond, in the County of Henrico, in the State of Virginia being about one hundred and seventy- two (172) feet and eleven (11) inches by about sixty-one (61) feet and six (6) inches, and bounded as follows: Beginning at a point distant twelve (12) feet south from the southwest outside corner of said brick building, on a line with the outside of the western wall of said building and running thence north along the outside line of said western wall a 21 distance of one hundred and seventy-two (172) feet and eleven (11) inches, more or less, to the northern boundary of property belonging to the Virginia Packing Company on the 15th day of June, 1906, fronting on the public road; thence running east sixty-one (61) feet and six (6) inches, more or less, to the point on a line with the outside of the easter- most wall of said building ; thence running south along the outside of said eastermost wall one hundred and seventy-two (172) feet and eleven (11) inches, more or less, to a point twelve (12) feet south from the southeast outside corner of said building ; thence west in a straight line sixty-one (61) feet and six (6) inches, more or less, to the point of beginning; together with the right of ingress and egress, the perpetual and free use of the Seaboard Air Line siding, the perpetual and free use of the dump- ing ground for ashes from boiler room, as the same existed on the first day of March, 1907, as well as the benefit of any and all other rights, privileges and covenants, set forth in a deed from the Richmond Ice Delivery Corporation to W. S. Forbes & Company, Incorporated, dated the 26th day of September, 1919, and recorded in the Clerk’s office of the Chancery Court of the City of Richmond, Virginia, in Deed Book 256-B, page 189, and for further identification and description of the said lot of land, the brick building thereon and the easements and appurtenances thereto belonging, reference is here made to a deed from the Virginia Packing Company to C. D. Wingfield, dated the 15th day of June, 1906, and the plat therewith recorded in the Clerk’s office of the Circuit Court of Henrico County, Virginia, in Deed Book 193-B, page 216. Said Tract No. II is the same property which was conveyed to W. S. Forbes & Company, Incorporated, a Virginia corporation, by the Rich- mond Ice Delivery Corporation, by said deed of 26tb day of September, 1919, and recorded in the Clerk’s office of the Chancery Court of the City of Richmond, Virginia, in Deed Book 256-B, page 189, and which was subsequently conveyed by said W. S. Forbes & Company, Incor- porated, to the grantor by deed dated December 27, 1921. And also all other lands and interest in lands at the date hereof belonging to the grantor, adjacent to the above-described premises com- prising Tracts Nos. I and II, aforesaid, or any thereof. Together with all and singular the improvements, ways, rights, liber- ties, privileges, hereditaments and appurtenances to the same belonging or in any wise appertaining ; and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and of every part and parcel thereof ; and all the estate, right, title, interest, use, possession, property claim and demand whatsoever, both in law and equity, of the grantor of, in and to the said premises, with the appurtenances. FIFTH: IN GEORGIA. All those tracts, pieces or parcels of land, and all the yards, plants jT Georgia^ 16 and property, with the buildings, structures, erections and constructions 22 thereon situated, lying and being in the City of Macon, in the County of Bibb, in the State of Georgia, more particularly bounded and described as follows: TRACT No. I. All of that portion of Block Number Twelve (12), in the Southwest Commons of the City of Macon, located at the intersection of Bay and Hammond Streets being in the Southeastern part of said Block Twelve, together with the encroachments granted by the City of Macon adjacent to said property, which is bounded on the north and west by the property of the Southern Railway Company, and a line of railway track situated on the sa : d property of the Southern Railway Company, on the east by Hammond Street, and on the south by Bay Street, fronting on Bay Street two hundred nineteen and five-tenths (219.5) feet and extending back on Hammond Street two hundred forty-three and three-tenths (243.3) feet to property of the Southern Railway Company, the dividing line between the property herein conveyed and the property of the Southern Railway Company being marked by a fence. The property herein conveyed being the same described in deed from the Acme Ice & Bottling Company to the Macon Packing Company recorded in Book 243, folio 382, Clerk’s Office, Bibb Superior Court. TRACT No. II. All of lots Numbers Five and Six (5 and 6) in Block Number Ten (10) in the Southwest Commons of the City of Macon, fronting two hundred and eight (208) feet six (6) inches on Hammond Street and running back with equal width two hundred and eight (208) feet six (6) inches along Bay Street to a twenty (20) foot alley, together with an encroachment of twenty (20) feet into Bay Street, running back along said Street one hundred and thirteen (113) feet and six (6) inches, together with all of its right, title and interest in and to an encroachment of ten (10) feet and s-'x (6) inches into Hammond Street, running along the entire length of said property on said Street; the property herein conveyed being the same property described as Parcels Three, Six and Seven in deed from the Acme Ice & Bottling Company to the Macon Packing Company recorded in Book 224, page 445, Clerk’s Office, Bibb Superior Court, together with all of the property described in deed from T. O. Chestney to the Macon Packing Company recorded in Book 219, folio 672, said Clerk’s office. TRACT No. III. All that part of lot Number One (1) in Block Number Thirteen (13) of the Southwest Commons of the City of Macon, described as follows: Beginning at the corner of Bay Street and the alley dividing said lot One (1) from lot Five (5) in said Block and running along Bay 23 Street one hundred and twenty-five (125) feet; thence at right angles one hundred four and twenty-five one-hundredths (104.25) feet; thence at right angles one hundred and twenty-five (125) feet to the alley afore- said ; thence along said alley one hundred four and twenty-five one-hun- dredths (104.25) feet to Bay Street, the point of beginning, said lot being in the shape of a parallelogram one hundred and twenty-five (125) by one hundred four and twenty-five one-hundredths (104.25) feet, together with all of its right, title and interest in an encroachment of twenty feet into Bay Street running along the entire length of said property on said Street; and also all its interest in and to the twenty (20) foot alley lying between said lot Number One (1) and lot Number Five (5) in said Block ; being the same property conveyed by and described in two certain deeds from J. L. Cook, Trustee, to the Acme Brewing Company recorded in Book 107, folio 546, and Book 112, folio 23, respectively, Clerk’s Office, Bibb Superior Court ; the said property hereby conveyed being the same property described as Parcels One and Two in the deed from Acme Ice & Bottling Company to the Macon Packing Company recorded in Book 224, folio 445, said Clerk’s Office, hereinabove referred to. TRACT No. IV. All that part of lot Number One (1) in Block Number Nine (9) in the Southwest Commons of the City of Macon, commencing at the original corner of the alley in said Block and Bay Street and running thence south along Bay Street fifty (50) feet, thence running back from Bay Street with equal width one hundred and four (104) feet and three (3) inches to line of lot Number Two (2) in said Block, together with a twenty (20) foot encroachment in front of said lot granted by the City of Macon, and being the same property described as Parcels Numbers Four and Five in the deed from the Acme Ice & Bottling Company to the Macon Packing Company recorded in Book 224, folio 445, Clerk’s Office, Bibb Superior Court, hereinabove referred to. Also, all other lands and interest in lands at the date hereof belonging to the grantor adjacent to the above described premises comprising Tracts Nos. I, II, III and IV, aforesaid, or any thereof. Together with all and singular the buildings, improvements, ways, rights, liberties, privileges, hereditaments and appurtenances to the same belonging or in anywise appertaining; and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and of every part and parcel thereof ; and all the estate, right, title, interest, use, posses- sion, property claim and demand whatsoever, both in law and equity, of the Grantor of, in and to the said premises, with the appurtenances. SECOND. — Plants, All plants, buildings, structures, fixtures and erections now or here- g U 4 di “fS' ( after erected upon or attached to any of the lands which, or interests in etc"; Pmen 24 — Other real estate, etc. ; — Rents, issues, profits, and other income from real estate, etc. ; — Stock of Subsidiary Companies ; which, are hereby conveyed or intended to be conveyed, and all equip- ment, machinery, tools, implements, appliances or present and future belongings thereto, whether or not the same be affixed to the freehold or other said property or used for any manufacturing or operating purpose upon said premises or any part thereof or as a part of said plants or any of them or otherwise and all plants, tools and machinery and interest therein now owned or hereafter acquired by the Company. THIRD. All other lands or interests in lands which the Company now owns and the present and future appurtenances thereof, and all lands or inter- ests in lands which the Company may hereafter acquire (subject only to any encumbrances thereon at the time of the acquisition thereof by the Company and to any purchase money mortgages thereon given in payment, in whole or in part of the purchase price of the same) and the appurte- nances of the same at the time of such acquisition and any and all appurtenances thereafter placed thereon. FOURTH. All rents, issues, profits and other income of the lands and interests in lands and plants and property now or at any time hereafter subject to the lien of this Indenture, and all of the property, estate, reversion, remainder, right, title, interest, possession, claim and demand whatsoever, as well at law as in equity, of the Company, in and to the said mortgaged lands and interests in lands and plants and property and any and every part thereof with the appurtenances. FIFTH. All and singular the following stocks, the certificates of which are delivered to the Trustee at the execution and delivery of this Indenture, or may thereafter be delivered, constituting in each instance the entire outstanding capital stock of the companies named below: — No. of Par Amount Shares Name Where Incorporated of Capital Stock 90,000. Canadian Packing Company, Lirn- Dominion of Canada $9,000,000 ited. 6,000. The Charles Wolff Packing Com- Kansas 600,000 pany. 50. F. Schenk & Sons Company. West Virginia 5,000 50. Macon Packing Company. Georgia 5,000 50. W. S. Forbes & Company, In- Virginia 5,000 corporated. 50. Parker-Webb Co. Michigan 5,000 50. Klinck Packing Co., Inc. New York 5,000 Article One. 25 SIXTH. Any and all other stocks, bonds and indebtedness and the evidences — other thereof (except current accounts and bills receivable), now owned or stocks - etc - hereafter acquired by the Company, of any of the companies above named, or of any other companies of which the Company owns or shall hereafter own a majority of the common stock. To have and to hold the real estate, plants, tools, machinery, stocks, Habendum, bonds and other property hereby conveyed and assigned, or intended to be conveyed or assigned (herein sometimes called the trust estate) unto the Trustee, its successors and assigns forever; In trust nevertheless for the use, benefit and security of all and Grant in singular the person or persons, firm or firms, bodies politic or corporate, who shall from time to time be holders of the Existing Debentures, the Series A Debentures and the First Mortgage Bonds, subject to the terms and conditions herein set forth, that is to say : ARTICLE ONE. Obligations Secured by this Indenture. Aggregate amount of debt secured. The aggregate amount of the debt secured by this Indenture shall obligations never exceed the principal sum of $8,000,000. One-half of the principal -one-half of the Existing Debentures and two-thirds of the interest accruing thereon two-thirds 11 from and after January 1, 1922, shall be secured by this Indenture, and to exiting 0 the extent that the debt so secured shall be converted into Series A Deben- ^ b g e e n ^ e ^' tures of the Company in accordance with the Supplemental Agreement, Trustee, or entered into possession of the mortgaged premises or some part thereof ; or B. there shall be a default in the payment of some instalment of— b. default interest on some Existing Debenture, or Series A Debenture, or interest on First Mortgage Bond, at the time outstanding; or secured by indenture, or C. some one of the events of default specified in subdivisions — c. an event of default (e), (/)> (? di s- * solved ; or ( d ) all or any of the property of any such company shall be — ( incase ture shall be so renewed or extended, such bonds or obligations, of obligations . ° subject to as so renewed or extended, shall continue subject to this Indenture indenture, renewed obli- gations to continue subject to indenture. — (6) in case of exchange of obligations subject to indenture, substituted obligations to become subject to indenture. Consent of Trustee. Consolidation, merger or sale of property, — (a.) between subsidiary and controlled companies. — ( 6 ) between Company whose capital stock is pledged under indenture and sub- sidiary and controlled companies, provided, — (1) stock held as result of consolida- tion or merger bears proportionate relation to total capital stock at least as high as that borne by pre- viously pledged stock to aggregate stock of con- stituent companies. Article Eight. Sections 6, 7. 54 to the same extent, and shall be lodged and held in the same manner as theretofore; and ( b ) that in case any bonds or obligations subject to this Inden- ture shall be exchanged for bonds or obligations substituted as aforesaid, the substituted bonds or obligations shall ipso facto and forthwith become subject to this Indenture to the same extent, and shall be lodged and held in the same manner as those for which they are substituted. At any time the Trustee may, in its discretion, and, if requested in writing by the Company, the Company being in possession of the mortgaged premises, shall, consent to any such renewal, extension or substitution. The Trustee may receive the opinion of any counsel approved by it, who may be counsel for the Company, as conclusive evidence that any such renewal, extension or substitution is in compliance with the provisions of this Section 6. Section 7. Anything in this Indenture contained to the contrary not- withstanding: (a) any subsidiary or controlled company of the Company may be consolidated with or merged into, or all of its property may be conveyed as an entirety to, any other of the subsidiary or con- trolled companies of the Company; and ( b ) any company, capital stock of which shall be pledged and held under this Indenture, may be consolidated with or merged into, or all of its property sold or conveyed as an entirety to, any of the subsidiary or controlled companies of the Company; provided, however, (1) that the portion of the capital stock of any company formed by such consolidation or into which such merger shall be made, issued for, or in lieu of, stocks of the constituent companies, parties to such consolidation or merger, previously pledged here- under, shall always bear to the total capital stock of such company a proportionate relation at least as high (but never less than a majority thereof) as that borne by such previously pledged stock to the aggregate capital stock of such constituent companies ; 55 Article Eight. Section 7. (2) that in the case of any such sale by any company of its property, the stock of the purchasing company becoming subject to this Indenture shall bear to its total capital stock a proportionate relation at least as high (but never less than a majority thereof) as that borne by the previously pledged stock of the purchasing and selling companies to the aggregate of the capital stock of said companies ; and (3) that in case of any merger or consolidation to which a subsidiary or controlled company of the Company, capital stock of which shall be pledged under this Indenture, shall be a party, or of a sale by or to any such company, the stock of the company result- ing from such merger or consolidation or of the purchasing com- pany continuing to be pledged and held under this Indenture shall never be less than a majority thereof. All stock of the company formed by such consolidation or into which such merger shall be made, issued for, or in lieu of, stock of the con- stituent companies, parties to such consolidation or merger, previously pledged hereunder, and all stock of the purchasing company issued in lieu of previously pledged stock of the selling company, shall become and be subject to this Indenture. Any company, less than a majority of the capital stock of which shall be pledged hereunder, may also be merged into, or consolidated with, or all of its property may, as an entirety, be sold to, or leased to, any other corporation ; provided (a) that, in any case, the value of the security afforded by this Indenture shall not be, in any way, impaired or prejudiced thereby; and — (2) in case of sale, stock of purchasing company becoming subject to indenture bears propor- tionate rela- tion to total capital stock as high as that borne by previously pledged stock of pur- chasing and selling com- panies to ag- gregate stock of said com- panies. — -(3) result- ing stock pledged under indenture shall never be less than a majority thereof. Merger, con- solidation or sale of prop- erty of Com- pany less than a majority of the capital stock of which is pledged under indenture. ( b ) that the whole consideration payable, distributable or deliverable on account of the stock pledged hereunder, or to its owner, shall be subject to this Indenture, and pledged hereunder, in like manner as the stock so pledged. The capital stock of any company, any of whose stock shall be increase of pledged hereunder (whether or not less than a majority thereof), may, requiredfo? for the purpose of carrying out any transaction permitted by the foregoing ^Mat r i'on°or provisions of this Section 7, and as a part of such transaction, be increased mitted. r " to the extent necessary therefor. Merger into, or sale of property by, Company by subsidiary or controlled company. Trustee may vote pledged stock to effect merger or consolidation. Events of default : — (a) Non- payment of interest on existing de- bentures or Series A debentures. — (b) Non- payment of principal of existing de- bentures or Series A debentures. Article Eight — Section 7. Article Nine — Section 1. 56 The Trustee may accept as conclusive evidence that the value of the security hereunder will not be prejudiced or impaired by any proposed consolidation, merger or sale, a resolution of the board of directors of the Company to that effect, adopted by the affirmative vote of three-fourths of the whole number of directors, certified by the secretary, or an assistant secretary, under its corporate seal, together with the opinion of the general counsel of the Company that such consolidation, merger or sale may law- fully be carried into effect, in accordance with the provisions of this Indenture applicable thereto. Any subsidiary or controlled company of the Company may be merged into, or all of its property conveyed as an entirety to the Company. The Trustee may vote upon or cause to be voted upon any of the stock deposited with it and may do any and all things proper, in its discretion, to carry into effect the purposes of this Section 7 ; and, in order to facilitate any such merger or consolidation, the Trustee may make or permit any necessary exchange, cancellation, substitution or sur- render of securities, or may transfer, in whole or in part, into the name of the Company or its nominee or nominees, under such restrictions as it may deem sufficient for the protection of the holders of the obligations secured by this Indenture, the shares of any company about to be merged or consolidated, which then stand in the name of the Trustee or its nominee. ARTICLE NINE. Remedies of the Trustee and Bondholders. Section 1. If one or more of the following events, in this Indenture called events of default, shall happen, that is to say : (a) default shall be made in the payment of any instalment of interest on any of the Existing Debentures or Series A Debentures, when and as the same shall become payable, as therein and in the Debenture Agreement and Supplemental Agreement expressed, and such default shall continue for sixty days; or ( b ) default shall be made in the payment of the principal of any of the Existing Debentures or Series A Debentures, when and as the same shall become payable as therein and in the Debenture Agreement and Supplemental Agreement expressed; or 57 Article Nine. Section 1. ( c ) default shall be made in the payment of any instalment of —^^Non- interest on any of the First Mortgage Bonds when and as the same interest on shall become payable, as therein and herein expressed, and such sage bonds, default shall continue for sixty days ; or (d) default shall be made in the payment of the principal of any — (d) Non- i ,1 i payment of of the First Mortgage Bonds when and as the same shall become principal of payable, either by the terms thereof or otherwise as in this Inden- gage bonds, ture provided ; or ( e ) default shall be made in the observance or performance — (e) Non- . observance of of any of the covenants on the part of the Company contained in sinking fund Article Five of this Indenture, and any such default shall continue for thirty days; or (/) default shall be made in the observance or performance ^^rvance of any other of the covenants, conditions and agreements on the covenants part of the Company, its successors or assigns, in the First Mort- gage Bonds or in this Indenture contained, and such default shall continue for ninety days after written notice specifying such default and requiring the same to be remedied shall have been given by the Trustee, which shall give such notice on the written request of the holders of five per cent, in amount of the First Mortgage Bonds at the time outstanding; or ( g ) an order shall be made for the appointment of a receiver of the Company or of the trust estate or of any part thereof ; or ( h ) default shall be made in the payment of the interest on any bond or obligation secured by lien on the property of any subsidiary or controlled company of the Company; or (i) default shall be made in the performance of any cove- nant contained in any mortgage or deed or other instrument of trust constituting a lien on the property of any subsidiary or con- — ( g ) Ap- pointment of receiver of Company or trust estate. — ( h ) Non- payment of interest on obligations secured by lien on prop- erty of sub- sidiary or controlled companies. — (i) Non- observance of trolled company, and by reason of such default, any right of entry or right of action for the enforcement of the security afforded thereby shall accrue; covenant in mortgage or instrument constituting lien on prop- erty of sub- sidiary or controlled then and in each and every such case the Trustee, personally, or by T^'u.stce'may its agents or attorneys, may enter into and upon all or any part of operatemort- the mortgaged premises, and each and every part thereof, and may ? a e | ed prem - Article Nine. Section 1. 58 Application of income by trustee in pos- session : — (a) Moneys available for distribution to be divided into 16,000 equal parts, —one such part to inure to benefit of each holder of $1,000 existing debenture. exclude the Company, its agents and servants wholly therefrom ; and, having and holding the same, may use, operate, manage and control said mortgaged premises, and conduct the business thereof, either personally or by its superintendents, managers, receivers, agents, ser- vants or attorneys; and upon every such entry the Trustee, at the expense of the trust estate, from time to time, either by purchase, repairs or construction, may maintain and restore, and may insure or keep insured the plants, buildings, tools and machinery and other property, erected or provided for use in connection with said mortgaged or other premises, whereof it shall become possessed, as aforesaid, in the same manner and to the same extent as is usual with companies carrying on business similar to that of the Company; and likewise, from time to time, at the expense of the trust estate, may make all necessary or proper repairs, renewals and replacements, and useful alterations, additions, betterments and improvements thereto and thereon, as to it may seem judicious; and in such case the Trustee shall have the right to manage the mortgaged premises and to carry on the business and exercise all rights and powers of the Company, either in the name of the Company or otherwise, as the Trustee shall deem best. And the Trustee shall be entitled to collect and receive all tolls, earnings, income, rents, issues and profits of the same and every part thereof, and also the income from stocks and bonds subject to this Indenture. And after deducting the expenses of operating said mortgaged premises, and of conducting the business thereof and of all repairs, maintenance, renewals, replacements, alterations, additions, betterments and improvements, and all payments which may be made for taxes, assessments, insurance, and prior or other proper charges upon the trust estate, or any part thereof, as well as just and reasonable compensation for its own services and for all attor- neys, agents, clerks, servants and other employees by it properly engaged and employed, the Trustee shall apply the moneys arising as aforesaid, as follows : (a) All moneys collected or received by the Trustee under this Indenture and available for distribution among the hol- ders of obligations secured by this Indenture, shall be divided into 16,000 equal parts, of which one such part shall inure to and be held and applied by the Trustee for the benefit of each Existing Debenture of the denomination of $1,000 (together with two-thirds of the unpaid interest thereon ac- cruing after January 1, 1922), and of each Series A De- 59 Article Nine. Sections 1, 2. benture of the denomination of $500 (together with the unpaid — one such interest thereon) then outstanding and secured by this Inden-fo benefit of 6 ture. The remainder of said equal parts shall inure to and be 0 f $500 held and applied by the Trustee for the benefit of the First Mort- debenture, gage Bonds (together with the unpaid interest thereon) then out-_ Rem ainder standing. Said moneys herein referred to shall be so applied “nure'to l ° that no preference shall be obtained by said Existing Debentures, hoider S °o£ Series A Debentures or First Mortgage Bonds, to the extent g^e bonds, secured by this Indenture, over any other of said obligations, by reason of the fact that the principal amount thereof secured by this Indenture or interest thereon, so secured, may in any manner become or be due or payable prior to the principal, secured by this Indenture, of, or interest, so secured, upon, any other obligation secured by this Indenture, or because interest on any class of the obligations secured by this Indenture shall have been paid to a date later than on any other class, or otherwise. ( b ) Subject to the foregoing provisions of the preceding para- graph (a), the Trustee shall apply any moneys arising under this Section 1 of Article Nine, as follows: (1) In case the principal of the respective obligations secured— (D in case by this Indenture shall not have become due, to the payment of obligations secured not the interest in default on such obligations in the order of the due, maturity of the instalments of such interest, with interest on the overdue instalments thereof at the rate of eight per cent, per annum, such payments to be made ratably to the persons entitled thereto, without discrimination or preference ; (2) In case the principal of the respective obligations secured j~^j p i a n 1 se by this Indenture shall have become due, by declaration or other- obligations . secured due. wise, first to the payment of the accrued interest secured hereby, with interest on the overdue installments thereof at the rate of eight per cent, per annum, in the order of the maturity of the installments, and next to the payment of the principal of all the obligations secured by this Indenture, such payments to be made ratably to the persons entitled to such payments, without any discrimination or preference as hereinabove provided. Section 2. If one or more of the events specified in Clauses A, B and C of Section 2 of Article Eight shall happen, the Trustee shall Article Nine. Sections 2, 3. GO Trustee may vote pledged stock and collect income and principal of pledged securities. Application of moneys collected in case of receivership. Right to declare prin- cipal due. be entitled to vote on all shares of stock then held under this Inden- ture, and, for the benefit of the holders of the obligations secured by this Indenture, shall be entitled to collect and receive all dividends on all such shares of stock, and all sums payable for principal, interest or otherwise upon any bonds or obligations or other indebtedness that shall then be subject to this Indenture, and to apply, as hereinbefore provided, the net moneys received ; and, as holder of any such shares of stock and of any such bonds or other obligations and such indebtedness, to perform any and all acts, or to make or execute any and all transfers, requests, requisi- tions or other instruments for the purpose of carrying out the provisions of this Section 2 ; but in the event that a receiver of the property embraced in the trust estate shall have been appointed and shall be in possession thereof in the enforcement of this Indenture or pursuant to the provisions hereof, the Trustee from time to time in its discretion may, and, if requested by the holders of a majority in amount of the principal of the obligations secured by this Indenture at the time outstanding, shall, turn over any part or all of the interest moneys and dividends so collected by it to such receiver, and the Trustee may co-operate with such receiver in managing and operating the property of the Company in such manner as it shall deem for the best interest of the holders of the obligations secured by this Indenture. Section 3. In case any one or more of the events of default shall happen, then, and in such case, unless the principal of the First Mortgage Bonds shall already have become due and payable, the Trustee, by notice in writing delivered to the Company, may, and, upon the written request of the holders of twenty per cent, in amount of the First Mortgage Bonds then outstanding, shall, declare the principal of all the First Mortgage Bonds then outstanding to be forthwith due and payable, and upon any such declaration the same shall become and be forthwith due and payable, anything in this Indenture or in said Bonds contained to the contrary not- withstanding. This provision, however, is subject to the condition that if, at any time after the principal of said First Mortgage Bonds shall have been so declared due and payable, and before any sale of the trust estate or any part thereof shall have been made, all arrears of interest upon all the First Mortgage Bonds, with interest on overdue installments of interest at the rate of eight per cent, per annum, together with the reasonable charges and expenses of the Trustee, its agents and attorneys, shall be paid and all other defaults under the First Mortgage Bonds and Article Nine. Sections 3, 4, 5. 61 under this Indenture shall be made good to the satisfaction of the Trustee, then and in such case the holders of a majority in amount of the First Mortgage Bonds then outstanding, by written notice to the Company and to the Trustee, may waive such default and its consequences ; but no such waiver shall extend to or affect any subsequent default or impair any right consequent thereon. Section 4. If one or more of the events of default shall happen, the upon default Trustee may : Trustee, with or without entry, personally or by attorney, in its discretion, either (a) may sell, to the highest and best bidder, all and singular the— (a) Sell trust estate, including bonds and stocks, rights, franchises, interests and appurtenances, and other real and personal property of every kind, and all right, title and interest, claim and demand therein and right of redemption thereof. Such sale or sales shall be made at public auction at such place in the Borough of Manhattan, City of New York, in the State of New York, or at such other place or places (within or without the State of New York), and at such time or times, and upon such terms, as the Trustee may fix and briefly specify in the notice of sale to be given as herein provided, or as may be required by law ; or ( b ) may proceed to protect and to enforce its rights and the— (b) institu- rights of the holders of the obligations secured by this Indenture, proceedings .. . to enforce its by a suit or suits in equity or at law, whether for the specific rights and performance of any covenant or agreement contained herein, or of holders of secured obli - in aid of the execution of any power herein granted, or for the gations. foreclosure of this Indenture, or for the enforcement of any other appropriate legal or equitable remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of its rights or duties under this Indenture or the rights of holders of the obligations secured by this Indenture. Section 5. Upon the written request of the holders of twenty per Trustee to cent, in amount of the principal amount of the obligations secured by this que°t n of e 20% Indenture then outstanding, it shall be the duty of the Trustee, in case one obligations, or more of the events of default shall happen, upon being indemnified as hereinafter provided, to take all steps needful for the protection and enforcement of its rights and the rights of the holders of the obligations Property to be sold in one parcel. — unless such sale is im- practicable, or — holders of majority of secured obli- gations re- quest Trustee to sell in parcels. Company waives all rights to have prop- erty mar- shalled on foreclosure. Notice of sale. Publication of notice. Adjournment of sale. Article Nine. Sections 5, 6, 7, 8. 62 secured by this Indenture, and to exercise the power of entry or of sale herein conferred, or both, or to take appropriate judicial proceedings by action, suit or otherwise as the Trustee, being advised by counsel, shall deem most expedient in the interest of the holders of the obligations secured by this Indenture. Section 6. In the event of any sale, whether made under the power of sale herein granted or conferred, or under or by virtue of judicial pro- ceedings, the whole of the trust estate shall be sold in one parcel and as an entirety, unless such sale as an entirety is impracticable by reason of some statute or other cause, or unless the holders of a majority in amount of the obligations secured by this Indenture then outstanding shall, in writing, request the Trustee to cause said premises to be sold in parcels, in which case the sale may be made in such parcels and in such order as may be specified in such request. The Company, for itself and all persons and corporations hereafter claiming through or under it or who may at any time hereafter become holders of liens junior to the lien of this Indenture, hereby expressly waives and releases all right to have the properties and estate comprised in the security intended to be created by this Indenture marshalled upon any foreclosure or other enforcement hereof, and the Trustee, or any court in which the foreclosure of this Indenture or the administration of the trusts hereby created is sought, shall have the right as aforesaid to sell the entire property of every description comprised in or subject to the trusts created by this Indenture as a whole in a single lot or parcel. Section 7. Notice of any sale pursuant to the provisions of this Inden- ture shall state the time when and place where the same is to be made, and shall contain a brief general description of the property to be sold, and shall be sufficiently given if published once in each week for four successive weeks prior to such sale, in a newspaper of general circulation in the Borough of Manhattan, in the City and State of New York. Section 8. The Trustee may from time to time adjourn anj sale by it to be made under the provisions of this Indenture, by announcement at the time and place appointed for such sale, or for such adjourned sale or sales ; and without further notice or publication it may make such sale at the time and place to which the same shall be so adjourned. 63 Article Nine. Sections 9, 10. Section 9. Upon the completion of any sale or sales under this Trustee to • deliver deed Indenture, the Trustee shall execute and deliver to the accepted purchaser ort completion or purchasers a good and sufficient deed, or good and sufficient deeds, and other instruments conveying, assigning and transferring all its right, title and interest in and to the properties sold. The Trustee and its Trustee successors hereby are appointed the true and lawful attorneys irrevocable attorney to of the Company, in its name and stead to make all conveyances, assign- necessary ments and transfers of the premises and property thus sold which in the conveyances - judgment of the Trustee may be advisable; and, for that purpose, it may execute all requisite deeds and instruments of assignment and transfer, and may substitute one or more persons with like power ; the Company Ratification hereby ratifying and confirming all that its said attorneys or such substitute Company, or substitutes shall lawfully do by virtue hereof. Nevertheless the Com- pany shall, if so requested by the Trustee, ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be, in the judgment of the Trustee, advisable for the purpose and as may be designated in such request. Anv such sale or sales made under, or by virtue of, this Indenture, j? ale t0 div ? st - # J Company of whether under the power of sale herein granted and conferred, or under aU right and : . . . . . title t0 prop- or by virtue of judicial proceedings, shall operate to divest all right, title, erty sold, interest, claim and demand whatsoever, either at law or in equity, of the Company, of, in and to the premises and property so sold, and shall be a perpetual bar, both at law and in equity, against the Company, its suc- cessors and assigns, and against any and all persons claiming or to claim the premises and property sold or any part thereof from, through or under the Company, its successors or assigns. The personal property and chattels, conveyed or intended to be con- Personal veyed by or pursuant to this Indenture (other than stocks, bonds and other except as securities and claims) shall be deemed real estate for all the purposes o f consTderecrlis this Indenture, and shall be held and taken to be fixtures and appur- appurtenant tenances of the real estate hereby mortgaged, and part thereof, and are t0 real estate ' to be used and sold therewith and not separate therefrom, except as herein otherwise provided. Section 10. The receipt of the Trustee for the purchase money paid Purchaser at any such sale shall be a sufficient discharge therefor to any purchaser see to appii- of the property or any part thereof sold as aforesaid ; and no such pur- chase°monJy. chaser or his representatives, grantees or assigns, after paying such pur- Principal of bonds to become due upon sale. Application of purchase money : — payment of costs and expenses of sale. — moneys remaining to be divided into 16,000 equal parts, — one such part to inure to benefit of each holder of $1,000 existing debenture. - — one such part to inure to benefit of each holder of $500 Series A debenture. — remainder of parts to inure to benefit of holders of first mortgage bonds. Article Nine. Sections 10, 11, 12. 64 chase money and receiving such receipt, shall be bound to see to the application of such purchase money upon or for any trust or purpose of this Indenture, or in any manner whatsoever be answerable for any loss, misapplication or non-application of any such purchase money or any part thereof, or be bound to inquire as to the authorization, necessity, expe- diency or regularity of any such sale. Section 11. In case of a sale under any of the foregoing provisions of this Article Nine, whether made under the power of sale herein granted or pursuant to judicial proceedings, the principal of the First Mortgage Bonds, if not previously due, shall immediately thereupon become due and payable, anything in said bonds or in this Indenture to the contrary not- withstanding. Section 12. The purchase money, proceeds or avails of any such sale, whether under the power of sale herein granted or pursuant to judicial proceedings, together with any other sums which then may be held by the Trustee under any of the provisions of this Indenture as part of the trust estate or the proceeds thereof, shall be applied as follows : First. To the payment of the costs and expenses of such sale, including reasonable compensation to the Trustee, its agents, attorneys and counsel, and of all expenses, liabilities and advances made or incurred by the Trustee, and to the payment of all taxes, assessments or other liens prior to the lien of this Indenture, except the prior liens subject to which the property shall have been sold ; Second. All moneys remaining after payment of the costs, expenses, liens and other items referred to in the preceding para- graph First, shall be divided into 16,000 equal parts, of which one such part shall inure to and be held and applied by the Trustee for the benefit of each Existing Debenture of the denomination of $1,000 (together with two-thirds of the unpaid interest thereon accruing after January 1, 1922), and of each Series A Debenture of the denomination of $500 (together with the unpaid interest thereon), then outstanding and secured by this Indenture. The remainder of said equal parts shall inure to and be held and applied by the Trustee for the benefit of the First Mortgage Bonds (together with the unpaid interest thereon) then outstanding. Said moneys herein referred to shall be so applied that no prefer- Article Nine. Sections 12, 13. 65 ence shall be obtained by said Existing Debentures, Series A Deben- tures or First Mortgage Bonds, secured by this Indenture, over any other of said obligations, by reason of the fact that the principal amount thereof secured by this Indenture or interest thereon, so secured, may in any manner become or be due or payable prior to the principal, secured by this Indenture, of, or interest, so secured, upon, any other obligation secured by this Indenture, or because interest on any class of the obligations secured by this Indenture shall have been paid to a date later than on any other class, or otherwise. Subject to the foregoing provisions, the Trustee shall apply the moneys arising, as in this Paragraph Second provided, as follows: (a) To the payment of the whole amount then due, owing _ (a) pay _ or unpaid upon the respective obligations secured by this Indenture “mount due. for principal and interest, with interest on the overdue installments of interest secured by this Indenture at the rate of eight percent, per annum ; and in case such proceeds shall be insufficient to pay in full the whole amount so due and unpaid upon said respective obligations, then to the payment of the principal and interest of said respective obligations, without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggre- gate of such principal and the accrued and unpaid interest of and upon said respective obligations ; ( b ) To the payment of the surplus, if any, to the Com-_ (b)pay _ pany, its successors or assigns, or to whomsoever may be lawfully “ u e ” pI us. entitled to receive the same, or as a court of competent jurisdiction may direct. Section 13. Upon any such sale by the Trustee or pursuant to purchaser judicial proceedings, any purchaser, for or in settlement or payment of oblations the purchase price of the property purchased, shall be entitled to use under fnden- and apply any obligations secured by this Indenture and any matured Unpaid ma- and unpaid coupons to the extent that the same are secured by this inpayment 118 Indenture by presenting such obligations and coupons in order that P rice hase there may be credited thereon the sums applicable to the payment thereof out of the net proceeds of such sale to the owner of such obliga- tions and coupons as his ratable share of such net proceeds, after the Right to declare prin- cipal of exist- ing deben- tures and Series A and Series B de- bentures due by notice to Trustee. Declaration not to bind holder or registered owner not joining in notice to Trustee, — unless such holder or registered owner notifies. Trustee of election to have principal become due. Article Nine. Sections 13, 14. 66 deduction of costs, expenses, compensation and other charges ; and there- upon such purchaser shall be credited, on account of such purchase price payable by him, with the portion of such net proceeds that shall be applicable to the payment of, and that shall have been credited upon, the obligations and coupons so presented ; and at any such sale, any holders of the obligations secured by this Indenture may bid for and 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. Section 14. In case the principal of the First Mortgage Bonds shall have become due and payable, either by the terms thereof, or by declara- tion as provided in Section 3 of this Article Nine or upon a sale as pro- vided in Section 11 of this Article Nine, or otherwise, the holders or registered owners of the majority in amount of the Existing Debentures and of the Series A Debentures and Series B Debentures then outstanding under the Debenture Agreement and Supplemental Agreement may, by notice in writing to the trustee under the Debenture Agreement, declare the principal of the Existing Debentures, Series A Debentures and Series B Debentures held and owned by the holders and registered owners thereof joining in such written notice (if not then due and payable) to be due and payable, and upon any such declaration the same shall become and be immediately due and payable. No such declaration made as pro- vided in this Section 14 shall affect the rights of any holder or registered owner of any Existing Debentures, Series A Debentures or Series B Debentures not joining in the notice to the trustee under the Debenture Agreement provided for in this Section 14, or operate to accelerate the maturity of the principal of any Existing Debentures, Series A Deben- tures or Series B Debentures held or owned by any such holder or registered owner not joining in such notice, unless such holder or regis- tered owner not joining in such notice from the holders or registered owners of a majority in amount of the Existing Debentures, Series A Debentures and Series B Debentures then outstanding shall, by notice in writing to the trustee under the Debenture Agreement, declare that he elects to have the principal of the Existing Debentures, Series A De- bentures and/or Series B Debentures held or owned by him become immed'ately due and payable, in which event the principal of the Exist- ing Debentures, Series A Debentures and/or Series B Debentures held or owned by such holder or registered owner shall become and be 67 Article Nine. Sections 14, 15. 16. immediately due and payable with the same force and effect as though such holder or registered owner had joined in the notice from the holders or registered owners of a majority in amount of the outstanding Exist- ing Debentures, Series A Debentures and Series B Debentures to the trustee under the Debenture Agreement hereinbefore provided for. Section 15. In case at any time any proceeds arising from the Any holder enforcement of this Indenture shall be collected or received by the Trustee owner'of ered hereunder and shall become available for distribution among the holders debentures of the obligations secured by this Indenture, then and in any such event debentures any holder or registered owner of Existing Debentures or of Series A proportionate Debentures, whether or not the principal of said Existing Debentures or ceeds°a rising of said Series A Debentures shall have been declared to be or shall have^ent ®" f0ice " become due or payable, shall be entitled at his option to receive from the indenture - Trustee, as a payment on account of the unpaid principal and/or interest of the Existing Debentures or Series A Debentures held by him, his proportionate share of any such proceeds so collected or received by the Trustee upon the presentation by him to the Trustee at its office in the Borough of Manhattan, City of New York, of the Existing Debentures or Series A Debentures held or owned by him for the appropriate notation thereon of such payment. Section 16. The, Company will not at any time insist upon or plead, or in any manner whatever claim, or take the benefit or advantage of, stly^ex- 61 " any stay or extension law, now or at any time hereafter in force; nor tension laws - will it 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 property, or any part of the property, subject to this Indenture, prior to any sale or sales thereof to be made pursuant to any provision herein contained, or to the decree, judgment or order of any court of competent jurisdiction; nor after any such sale or sales will it claim or exercise any right under any statute heretofore or hereafter enacted by the United States or by any State, or otherwise, to redeem the property so sold or any part thereof ; and the Company hereby expressly waives all benefit and advantage of any such law or laws, and covenants that it will not hinder, delay or impede the execution of any power herein granted or delegated to the Trustee, but that it will suffer and permit the execution of every such power as though no such law or laws had been made or enacted. Article Nine. Sections 17, 18. 68 Trustee may exercise right of entry on commence- ment of pro- ceedings to enforce rights under inden- ture Trustee entitled to appointment of receiver. Section 17. Upon filing a bill in equity, or upon commencement of any other judicial proceedings, to enforce any right of the Trustee or of the holders of the obligations secured by this Indenture, the Trustee shall be entitled to exercise the right of entry and also any and all other rights and powers herein conferred and provided to be exercised by the Trustee upon the happening of an event of default as hereinbefore provided ; and, as matter of right, the Trustee shall be entitled to the appointment of a receiver of the premises and property subject to this Indenture, and of the earnings, income, revenues, rents, issues and profits thereof, with such powers as the court making such appointment shall confer; but notwith- standing the appointment of any receiver, the Trustee shall be entitled, as pledgee, to continue to retain possession and control of any stocks, bonds, cash and other property pledged or to be pledged hereunder. Company may surrender possession of property to Trustee. Section 18. At any time hereafter before full payment of the obliga- tions secured by this Indenture and whenever it shall deem expedient for the better protection or security of such obligations (although then none of the events of default shall have happened entitling the Trustee to exercise the rights and powers conferred by Sections 1, 2 and 4 of this Article Nine), the Company, with the consent of the Trustee, may sur- render and may deliver to the Trustee full possession of the whole or of any part of the property, premises and interests hereby conveyed or assigned, or intended so to be, and may authorize the Trustee to collect the dividends and interest on any or all shares of stock, bonds and other obligations held under this Indenture, and to vote upon any or all such shares of stock, for any period fixed or indefinite. In such event the Trustee shall enter into and on the premises and property so surrendered and delivered, and shall take and receive possession thereof for such period, fixed or indefinite, as aforesaid, without prejudice, however, to its right at any time subsequently, when entitled thereto by any provision hereof, to insist upon maintaining and to maintain such possession though beyond the expiration of any such prescribed period, and the Trustee, from the time of its entry upon such premises and property, shall work, maintain use, manage, control and employ the same in accordance with the pro- visions of this Indenture, and shall receive and apply the income and revenues thereof as provided in Section 1 of this Article Nine. Upon application of the Trustee, and with the consent of the Company, if none of the events of default shall have happened, and without such consent if one or more of the events of default shall have happened, a receiver may 69 Article Nine. Sections 18, 19. be appointed to take possession of, and to operate, maintain and manage the whole or any part of the property subject to this Indenture, and the Company shall transfer and deliver to such receiver all such property, wheresoever the same may be situated ; and in every case, when a receiver of the whole or of any part of said property shall be appointed under this Section 18, or otherwise, the net income and profits of such property shall be paid over to, and shall be received by the Trustee, for the benefit of the holders of the obligations secured by this Indenture ; provided, however, that, notwithstanding the appointment of any such receiver, the Trustee, as pledgee, shall be entitled to retain possession and control of any stocks, bonds, cash and other property pledged or to be pledged hereunder. Section 19. No holder of any obligation secured by this Indenture or of any coupon appurtenant thereto shall have any right to institute any suit, action or proceeding in equity or at law for the foreclosure of this Indenture, or for the execution of any trust hereunder, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice that some event of default specified in such notice has happened, nor unless also the holders of twenty per cent, in amount of the obligations secured by this Indenture then outstanding shall have made written request upon the Trustee, and shall have afforded it a rea- sonable opportunity either to proceed to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own name; nor unless, also, they shall have offered to the Trustee adequate security and indemnity to it against the costs, expenses and liabilities to be incurred therein or thereby; and such notification, request and offer of indem- nity 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 the appointment of a receiver or for any other remedy hereunder; it being understood and intended that no one or more holders of the obligations secured by this Indenture or of the coupons appurtenant thereto shall have any right in any manner whatsoever by his or their action to affect, disturb or prejudice the lien of this Indenture, or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all holders of the obligations secured by this Indenture. Holders of obligations not to sue until appli- cation made to Trustee. Article Nine. — Sections 20, 21, 22. Article Nine — Sections 20, 21, 22. 70 Remedies cumulative. Delay no waiver. Upon discon- tinuance of proceeding to enforce rights under indenture Company and Trustee to be restored to former posi- tion and rights. Stockholders, Officers and Directors exempted from liability. Section 20. Except as herein expressly provided to the contrary, no remedy herein conferred upon or reserved to the Trustee, or to the holders of the obligations secured by this Indenture, is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given here- under or now or hereafter existing at law or in equity or by statute. Section 21. No delay or omission of the Trustee or of any holder of obligations secured by this Indenture, 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 an acquiescence therein; and every power and remedy given by this Article Nine to the Trustee and to the holders of the obligations secured by this Indenture, respec- tively, may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the holders of such obligations respectively. Section 22. In case the Trustee shall have proceeded to enforce any right under this Indenture by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned because of waiver or for any other reason, or shall have been determined adversely to the Trustee, then, and in every such case, the Company and the Trustee shall severally and respectively be restored to their former position and rights hereunder in respect of the trust estate, and all rights, remedies and powers of the Trustee shall continue as though no such proceedings had been taken. ARTICLE TEN. Immunity of Stockholders, Officers and Directors. No recourse under or upon any obligation, covenant or agreement con- tained in this Indenture or in any First Mortgage Bond or coupon shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company, or of any successor corporation, either directly or through the Company, whether by virtue of any constitutional provision, statute, or rule of law, or by the enforcement of any assessment, or by any legal or equitable proceeding, or otherwise ; it being expressly agreed and understood that this Indenture and the First Mortgage Bonds are solely corporate obligations, and that no personal liability whatever 71 Article Ten. Article Eleven. shall attach to or be incurred by tbe incorporators, stockholders, officers or directors, as such, past, present or future, of the Company, or of any successor corporation, or any of them, because of the incurring of the indebtedness represented by the First Mortgage Bonds, or under or by reason of any of the obligations, covenants or agreements contained in this Indenture, or in any of the First Mortgage Bonds, or implied therefrom; and that any and all personal liability of every kind and nature, and any and all rights and claims against every such incorporator, stockholder, officer or director, as such, past, present or future, whether arising at common law or in equity, or created by constitution or statute, are hereby expressly released and waived as a condition of, and as part of the consideration for, the execution of this Indenture. ARTICLE ELEVEN. Acts and Apparent Authority of Holders of Obligations Secured by this Indenture. Any demand, request or other instrument provided by this Indenture ^°t™ u s n °e nts to be signed and executed by holders of the obligations secured by f,y hoiders Uted Indenture, may be in any number of concurrent writings of similar tenor, tums'secured and may be signed or executed by such holders in person or by agent b r indenture, appointed in writing. Proof of the execution of any such demand, request or other instrument, or of the writing appointing any such agent, and of the ownership by any person of obligations in coupon form trans- ferable by delivery, shall be sufficient for any purpose of this Indenture, and shall be conclusive in favor of the Trustee or of the Company, with regard to due action taken by the Trustee or by the Company under such instrument, if such proof be made in the following manner: (a) 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 other officer authorized to take acknowledgments of deeds to be recorded in the State of New York, that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution. ( b ) The fact of the holding by any holder of obligations secured by this Indenture in. coupon form, transferable by delivery, and the kinds, amounts, and issue numbers of such obligations, and the - — -(a) Proof of exectotion ; — (6) Proof of holding of obligations transferable by delivery, the kinds, amounts, numbers and date of hold- ing thereof. Article Eleven. Article Twelve. — Section 1. 72 date of his holding the same, may be proved by a certificate ex- ecuted by any trust company, bank, bankers or other depositary (wherever situated), if such certificate shall be deemed by the Trus- tee to be satisfactory, showing that at the date therein mentioned such person had on deposit with or exhibited to such depositary the obligations described in such certificate. For all purposes of this Indenture and of any proceeding pursuant hereto for the enforcement hereof or otherwise, such person shall be deemed to continue the holder of such obligations until the Trustee shall have received notice in writing to the contrary. - — (c) Proof of ownership of registered obligations. ( c ) The ownership of registered obligations secured by this Indenture in coupon form or of registered obligations secured by this Indenture without coupons shall be proved by the registers of such obligations. ARTICLE TWELVE. Releases of Mortgaged Property. Release of property authorized, provided : Section 1. From time to time, while the Company is in possession of the mortgaged premises, the Trustee, upon the request of the Company as hereinafter provided, shall release from the lien and operation of this Indenture any part of the mortgaged premises and property (including stocks, bonds or other obligations), provided: — (a.) Direct- ors deem it no longer neces- sary or advantageous in operation or maintenance of remaining properties ; — ( b ) Com- pany shall have sold or ex- changed, or contracted to sell or exchange property released ; — (c) No stock of sub- sidiary or controlled company shall be sold unless all such stock shall be sold, or unless ( a ) that no part of the mortgaged premises or property shall be released unless in the judgment of the board of directors of the Company the use thereof shall no longer be necessary or advan- tageous in the operation, maintenance or use of the remaining properties subject to this Indenture, or of use in conducting the business of the Company; ( b ) that no release shall be made unless the Company shall have sold or exchanged, or shall have contracted to sell or to exchange, the property so to be released ; and (c) that no stocks of any subsidiary or controlled company, pledged hereunder, shall be sold unless either the Company shall have sold all the stocks of such subsidiary or controlled com- pany pledged hereunder, or unless the remaining stocks of any such Company owned by the Company and pledged hereunder, 73 Article Twelve. Sections 2, 3. after such sale shall be completed, will constitute upwards of a after such sale the Com- majority of the respective classes of stock so sold or of the stock pany owns . . majority of of said Company having voting power; such stock; ( d ) that the money or property received or to be received upon such sale or exchange is of a value at least equal to the value of the property to be released. — (d) consid- eration re- ceived at least equal to value of property released. Section 2. The Company, while in possession of the mortgaged sale of prop- premises, may, after delivery by it to the Trustee of resolutions and a sidiaryor certificate as in Section 5 of this Article Twelve provided, and after receipt company^ of the written consent of the Trustee, permit any subsidiary or controlled' company of the Company to sell its property or any part thereof, provided: provided: (a) that no part of the property of any such subsidiary or con-— <“> Dir .®® t - ' ' r c J J ors deem it no trolled company shall be sold unless in the judgment of the board of longer neces- r J ° sary or ad- directors of the Company the use thereof shall no longer be neces- vantageous , . . in operation sary or advantageous in the operation, maintenance or use of the or mainte- .. .. . . T i r • . nance of properties then subject to this Indenture, or of use in conducting properties the business of such subsidiary or controlled company or of the indenture. Company ; and ( b ) that the money or property received or to be received upon —(b) consid- such sale is of a value at least equal to the value of the property ceived at . . , least equal SO to be SOld ; to value of property and the Trustee, the written consent of the Trustee having been so given, sollL shall do all acts requisite on its part to consummate such sale. Section 3. If, by a final decree of any competent court having juris- Property the diction in the premises, the Company shall be required to part with the possession’ . . . or operation ownership, possession or operation of any portion or portions of the trust of which is , , , . , denied Com- estate, then and in any such event the portion with which it may be so pany by decree of required to part shall, notwithstanding the foregoing provisions of this court, to be released Article Twelve, be released from the lien of this Indenture (a) if the Trustee is a party to the action or proceeding in which such decree shall have been entered, on such terms and conditions as in such decree may be prescribed ; or ( b ) if the Trustee is not a party to such action or proceeding, on such terms and conditions as may be satisfactory to the Trustee in its discretion or as may be prescribed by the decree of any Article Twelve. Sections 4, 5. 74 court of competent jurisdiction in an action or proceeding brought by the Trustee or to which it is a party. Company may dispose of obsolete machinery and imple- ments. Action of Trustee only on request by resolution of Directors. Certified copy of resolution to be delivered to Trustee. Certificate of Corporate Officers to be filed with Trustees ; — contents of certificate. Resolution and certificate may be accepted by Trustee as conclusive evidence of facts therein set forth. Section 4. The Company, while in possession of the mortgaged prem- ises, shall also have full power, in its discretion, from time to time, to dispose of any portion of the machinery, tools and implements at any time held subject to the lien hereof, which may have become obsolete or other- wise unfit for use, replacing the same by new tools, machinery or imple- ments of at least equal value, which shall thereupon and ipso facto . be and become subject to the lien of this Indenture. Section 5. All action on the part of the Trustee called for by this Article Twelve shall be requested by resolution of the board of directors of the Company, a copy of which, certified by its secretary or an assistant secretary, shall be delivered to the Trustee. The Company, when request- ing any action hereunder, shall also file with the Trustee a certificate signed by the president or a vice-president of the Company, and by its treasurer or secretary under its corporate seal, which shall set forth (a) a description of the property a release of which, or per- mission or consent for the sale of which, or other dealing with which, is requested ; (b) the selling price of the property a release of which is requested, or permission or consent for the sale of which is sought, and a description of the property, if any, to be received in exchange therefor ; (c) the fair value of the property a release of which is requested, or permission or consent for the sale of which is sought ; if the same is to be sold the price to be received therefor; and if any property is to be received in exchange therefor the fair value thereof ; and ( d ) such matters as it shall be necessary to establish in order to show that the release of, or other dealing with, the property forming the subject of such request is authorized under the pro- visions and restrictions of this Article Twelve. Such resolution and certificate may be received by the Trustee as conclusive evidence of any of the facts mentioned in this Article Twelve required to be established in order to a”thorize the action sought in respect 75 Article Twelve. Sections 5, 6. of any property forming' the subject of such resolution and certificate, and — but Trustee ^ . ir . may require shall be full warrant to the Trustee for any action taken on the faith additional thereof; but the Trustee, in its discretion, may, but shall be under no obligation to, require at the cost and expense of the Company such further and additional evidence, by appraisal of the property sought to be released or otherwise, as to the Trustee may seem reasonable. Section 6. The proceeds of any and all sales pursuant to this Article Proceeds of 1 - 1 sales of prop- Twelve of property subject to the lien of this Indenture, and all moneys er *y t0 b e de- 1 1 J J J ' posited with received as compensation for any property subject to the lien of this Trustee- Indenture taken by exercise of the power of eminent domain or otherwise, shall be deposited with the Trustee. Any moneys received by the Trustee pursuant to the provisions of Application this Article Twelve shall be held by the Trustee as further security here- proceeds, under, and, the Company not being in default under this Indenture, may, from time to time, at the election of the Company, be paid over by the Trustee to the Company to reimburse it, in full, for expenditures not otherwise reimbursed, made by it after the receipt of such moneys by the Trustee, for constructing or acquiring betterments, improvements, develop- ments, extensions or additions to or upon the Company’s plants or prop- erties or for the acquisition of additional property subject to the lien of this Indenture or, in case all the Existing Debentures and Series A Debentures, principal and interest, to the extent secured by this Indenture shall have been fully paid and discharged, whether through the exchange of said Existing Debentures and Series A Debentures as provided in this Indenture, or otherwise, at the option of the Company, to the redemp- tion of First Mortgage Bonds in the manner provided by Article Four of this Indenture. The Trustee may accept as conclusive evidence of facts entitling the Company to withdraw money under the provisions of this Section 6, a resolution of the board of directors of the Company, together with a certificate signed by its president or a vice-president and by its secre- tary or treasurer, and an opinion of counsel satisfactory to the Trustee (who may be of counsel to the Company) that such betterments, improvements, developments, extensions or additions are owned by the Company and subject to the lien of this Indenture. The Trustee may accept the certificate of the trustee under the Debenture Agreement as to the payment and discharge of the Existing Debentures and Series A Debentures issued under the Debenture Agreement and the Supplemental Purchasers not required to see to ap- plication of purchase money. Receiver in possession may exercise rights of Company. Condition of acceptance of trust : — not required to see to record, registry, filing or refiling of indenture ; — compensa- tion of Trustee ; Article Twelve — Sections 6, 7, 8. Article Thirteen — Section 1. 76 Agreement as conclusive evidence of any statements therein contained, and shall be fully protected for any action taken or permitted by the Trustee in reliance on any such certificate. Section 7. In no event shall any purchaser or purchasers of any property sold or disposed of under any provisions of this Article Twelve be required to see to the application of the purchase money. Section 8. In case the mortgaged premises shall be in the possession of a receiver lawfully appointed, the powers in and by this Article Twelve conferred upon the Company may be exercised by such receiver with the approval of the Trustee, and if the Trustee shall be in possession of the mortgaged premises under any provision of this Indenture, then all the powers by this Article Twelve conferred upon the Company may be exercised by the Trustee in its discretion. ARTICLE THIRTEEN. Concerning the Trustee. Section 1. The Trustee accepts the trusts of this Indenture and agrees to execute them upon the terms and conditions hereof, including the following: (a) The Trustee shall be under no obligation to see to the record, registry, filing or refiling of this Indenture or of any supple- mental indenture or to the delivery to the Trustee of any of the bonds, obligations or stocks specified in the Granting Clauses hereof or at any time becoming subject hereto; or, while not in possession thereof, to see to the insurance of the mortgaged prem- ises, or to the payment of taxes and assessments thereon or on the trust estate; or to the performance or observance of any of the covenants and agreements hereof on the part of the Company to be performed. ( b ) The Trustee shall be entitled to reasonable compensation for all services rendered by it in the execution of the trusts hereby created, and the Company agrees to pay promptly from time to time as such services are rendered and as such expenses are in- curred, such compensation, as well as all reasonable expenses necessarily incurred by the Trustee hereunder, including the com- pensation and expenses of counsel for the Trustee, and if not 77 Article Thirteen. Section 1. promptly paid the Trustee shall have a lien therefor upon the trust estate as provided in sub-paragraph ( g ) of this Section 1. (c) The Trustee shall not be responsible in any manner what- —not respon- soever for any of the recitals herein contained, all of which are recitals; made by the Company solely. ( d ) Unless and until the Trustee shall have received written —may assume notice to the contrary from the holders of not less than twenty per exists until cent, in amount of the obligations secured by this Indenture then holders of Y outstanding, in the payment of the interest on which or of the prin- gatfons° bh cipal of which default shall have been made, the Trustee may, for all the purposes of this Indenture, assume that no default has been made in the payment of any of the obligations secured by this Indenture or of the interest thereon, and unless and until the Trustee shall have received written notice to the contrary from the holders of not less than twenty per cent, in amount of the obligations secured by this Indenture then outstanding, the Trustee may, for all the purposes of this Indenture, assume that no default has been made in the observance or performance of any other of the covenants contained in the obligations secured by this Indenture or in this Indenture ; that no receiver has been appointed of the Company or of the mortgaged premises ; that the Company is not in default under this Indenture; that none of the events hereinbefore denominated events of default has happened ; that no default has been made by any company, stock of which shall be pledged under this Indenture, in the payment of the principal or interest of any bond or obligation ; that no receiver has been appointed of any such company or of its property; and that the Company is not otherwise in default hereunder. ( e ) The Trustee shall not be under any obligation to take — no t required any action toward the execution or enforcement of the trusts incfemnifild 3 ; by this Indenture created which, in the opinion of the Trustee, will be likely to involve it in expense or liability, unless one or more of the holders of the obligations secured by this Inden- ture shall, as often as required by the Trustee, furnish rea- — not required sonable security and indemnity to the Trustee against such notice of expense or liability; nor shall the Trustee be required to unless noti- take notice of any default hereunder unless notified in writing holders of of such default by the holders of obligations secured by this obligations ; Article Thirteen. Section 1. 78 — discretion not affected ; Indenture then outstanding in the amounts specified in the next preceding clause (d) ; nor to take any action in respect of any such default involving expense or liability unless requested by an instrument in writing signed by the holders of obligations se- cured by this Indenture then outstanding in the amount specified in said clause (d) , and unless tendered reasonable security and indemnity as aforesaid, anything herein contained to the contrary notwithstanding; but neither any such notice or request, nor this provision therefor shall affect any discretion herein given to the Trustee to determine whether or not the Trustee shall take action in respect to such default, or to take action without such request if in its discretion it shall so determine to do. — not liable except for wilful mis- conduct or gross negligence ; — Trustee to be reimbursed and indemni- fied ; - — to have prior lien for compensation and expenses ; Protected in acting on advice of counsel ; — Protected in acting upon documents believed to be genuine ; — may deal in obligation secured by indenture ; (/) The Trustee may employ agents and 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 shall the Trustee be responsible for anything whatever in connection with this trust, except its own wilful misconduct or gross negli- gence. (g) The Trustee shall be reimbursed and indemnified 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 prefer- ential to the obligations secured by this Indenture and to the coupons and claims for interest appurtenant thereto, for its com- pensation and expenses, including the proper compensation of its agents and attorneys, and also for any such liability or damages. ( li ) The Trustee may, at the expense of the Company, ad- vise with legal counsel, and shall be fully protected in respect of any action under this Indenture, taken or omitted in good faith by the Trustee in accordance with the opinion of counsel. ( i ) The Trustee shall be protected in acting upon any notice, request, consent, certificate, bond, obligation, certificate of stock or other paper or document believed by it to be genuine and to have been signed by the proper party or parties. (/) The Trustee may acquire, hold and dispose of any class of the obligations secured by this Indenture with the same rights which it would have if not trustee hereunder. 79 Article Thirteen. Section 1, 2. ( k ) Whenever under any provisions of this Indenture the —may rely Trustee is required to, or in its discretion may, act, or refrain executed from acting, the Trustee, in all cases not otherwise specifically rate e sea°i rpo " provided for in this Indenture, may rely upon a certificate signed by C cert P ifled d by the president or a vice-president, and by the treasurer or secre- u°uon £ res °' tary of the Company, under its corporate seal, when accompanied ^execution, by a certified copy of a resolution of the board of directors of the Company, certified by its secretary or an assistant secretary under its corporate seal, authorizing the execution of such certifi- cate. The Trustee may accept any statement contained in such — may accept certified copy of resolution or such certificate as conclusive evidence statements in such cer- of any matter or thing therein set forth, and shall be fully pro- tificate. tected for any act or omission suffered by it upon the faith thereof. (/) Wherever in this Indenture the board of directors of Term “board of directors” the Company is referred to, the term board of directors shall be includes • executive deemed and held to include the executive committee of said board, committee, and any action which under any of the provisions of this Indenture is required or permitted to be taken by the board of directors of the Company may be taken by the executive committee of said board with the same force and effect as if taken by said board of directors, and the Trustee shall be protected in acting upon any resolution of the executive committee of said board of directors or certified copy thereof to the same extent and in the same manner as if said resolution had been adopted by said board of directors and not by said executive committee. (w) The Trustee under this Indenture shall be entitled tOTrusteemay rely upon a certificate signed or purporting to be signed by or on ufica°te of r behalf of the trustee under the Debenture Agreement as con-o ebcnt u re" d elusive evidence of any and all statements contained in any such Agieement - certificate, and the Trustee under this Indenture shall not be liable or responsible for any action taken or suffered by it in reliance upon any such certificate. Section 2. The Trustee may resign and be discharged from the trust Trustee may resign nfter created by this Indenture by giving to the Company notice in writing swing of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at least once, on a day not less than thirty days nor more than sixty days prior to the date so specified, Removal of Trustee. Merger or consolidation of Trustee or successors. Appointment of successor Trustee : Article Thirteen. Sections 2, 3, 4. 80 in a daily newspaper of general circulation in the Borough of Manhattan, in the City and State of New York. 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 resigna- tion shall take effect immediately upon the appointment of such successor trustee. The Trustee or any successor hereunder may be removed at any time by an instrument in writing under the hands of the holders of two- thirds in amount of the obligations secured by this Indenture at the time outstanding, or their attorneys thereunto duly authorized. Upon resigna- tion or removal, the Trustee, or any successor trustee, shall be entitled to the payment of its disbursements, expenses and reasonable charges for the services rendered by such trustee in the management of the trust. Section 3. Any company 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 com- pany resulting from any merger or consolidation to which the Trustee, or any such successor to it, shall be a party (provided such successor company shall be a corporation organized under the laws of the State of New York and shall have an office for the transaction of 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 further act on the part of any of the parties hereto, anything herein contained to the contrary notwithstanding. In case any of the First Mort- gage Bonds shall have been authenticated, but not delivered, any such suc- cessor Trustee may adopt the certificate of authentication of Central Union Trust Company of New York, or of any successor to it, as Trustee here- under, and deliver the same so authenticated; and in case any of the First Mortgage Bonds shall not have been authenticated, any successor Trustee may authenticate such bonds either in the name of any prede- cessor Trustee or in the name of such successor Trustee, and in all such cases such certificate shall have the full force which it is anywhere in said bonds or in this Indenture provided that the certificate of the Trustee shall have. Section 4. In case at any time the Trustee, or any successor trustee, shall resign or shall be removed or shall refuse to act or otherwise shall become incapable of acting, or in case a vacancy shall arise from any 81 Article Thirteen. Section 4. cause in the trusteeship under this Indenture, a successor or successors may be appointed by the holders of a majority in amount of the obliga- tions secured by this Indenture then outstanding by an instrument or concurrent instruments signed by such holders of such obligations, or their attorneys in fact duly authorized ; but until a new trustee shall be appointed by the holders of the obligations secured by this Indenture, as herein authorized, the Company, by an instrument executed by order of its board of directors, may appoint a trustee or trustees to fill such vacancy. Any trustee appointed under any of the provisions of this Article Thirteen, in succession to Central Union Trust Company of New York, the Trustee, or in succession to any such successor, shall be a trust company organized under the laws of the State of New York, having an office in the Borough of Manhattan, in the City of New York, and having a capital, surplus and undivided profits aggregating at least ten million dollars, if there be any such trust company willing to act upon reasonable terms. After any such appointment by the Company, it shall publish notice of such appointment once in each of four successive weeks, in a daily newspaper of general circulation in the Borough of Manhattan, in the City of New York, but any new trustee or trustees so appointed by the Company shall immediately and without further act be superseded by a new trustee or trustees appointed in the manner above provided by the holders of a majority in amount of the obligations secured by this Indenture, if such appointment by such holders be made prior to the expiration of twelve months after the completion of such publication of notice. Any successor trustee appointed hereunder shall execute, acknowledge and deliver to the Company (and file a counterpart thereof with the Trustee) an instrument accepting such appointment hereunder, and thereupon such successor trustee, without any further act, deed or conveyance, shall become vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in the trust hereunder, with like efifect as if originally named as trustee herein; but nevertheless, on the written request of the Company or of the suc- cessor trustee, the trustee ceasing to act shall execute and deliver an instrument transferring to such successor trustee, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the trus- tee so ceasing to act; and, upon request of any such successor trustee, the Company shall make, execute, acknowledge and deliver any and all deeds, — by holders of obliga- tions ; — by Com- pany. Qualifica- tions of suc- cessor trustee. Notice of appointment by Company. Appointee of obligation holders to supersede Company’s appointee. Successor trustee shall accept ap- pointment in writing. Company and Trustee may appoint a co-trustee or a separate trustee of property sub- ject to indenture. Until default Company to retain posses- sion of prop- erty subject to indenture, except bonds and stocks, etc., pledged. Covenant that income after payment of operating and main- tenance ex- penses shall be applied first to pay- ment of in- terest on secured obligations. Article Thirteen. — Sections 4, 5. Article Fourteen. — Section 1. 82 conveyances, or other instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such estates, prop- erties, rights, powers, and duties. All the conveyances and instruments hereinbefore provided for shall be at the cost of the Company and its suc- cessors. Section 5. At any time or times, in order to conform to any legal requirement, the Company and the Trustee shall have power to appoint, and shall unite in the execution, delivery and performance of all instru- ments and agreements necessary or proper to appoint, one or more persons, approved by the Trustee, either to act as co-trustee or co-trustees of all or any of the property subject to the lien hereof, jointly with the Trustee originally named herein, or its successor or successors, or to act as separate trustee or trustees of any such property, and in either case with such powers and authority as may be specified in the instrument of appointment. ARTICLE FOURTEEN. Possession Until Defauet — Defeasance Clause. Section 1. Until some default shall have been made in the due and punctual payment of the interest or of the principal of the obligations secured by this Indenture at any time outstanding, or of some part of such interest or principal, or until some one or more of the events of default specified in clauses (e ) , (/), ( g ), ( h ) and (i) of Section 1 of Article Nine shall have happened, the Company, its successors and assigns, shall be suffered and permitted to retain actual possession of all the property subject to this Indenture (other than bonds, certificates of stock, cash and other property pledged, or to be pledged, hereunder), and to manage, operate and use the same and every part thereof, with the rights and franchises appertaining thereto, and to collect, receive, take, use and enjoy the tolls, earnings, income, rents, issues and profits thereof. The Company covenants and agrees that from such income, after payment of the operating and maintenance expenses of the mortgaged premises embraced in the trust estate, including taxes, the interest ma- turing upon the obligations secured by this Indenture, shall be first paid, and such income, whether before or after the happening of an event of default, or whether the mortgaged premises be operated by the Company or by the Trustee under any pow T er reserved under this Indenture, or by a receiver or receivers appointed by any court at the instance of the Article Fourteen. — Sections 1 , 2 . Article Fifteen. — Section 1. 83 Company or of the Trustee or of any mortgagee, stockholder, creditor or other person interested in the Company and having the right to apply for such appointment, shall be primarily pledged and applied, subject only as otherwise in this Indenture specifically provided, to the payment of the principal and interest of the obligations secured by this Indenture. Section 2. If, when the obligations secured by this Indenture shall Defeasance become due and payable, the Company shall well and truly pay or claUbe ' cause to be paid the whole amount of the principal and interest due upon all of the obligations secured by this Indenture then outstanding, or shall provide for the payment thereof by depositing with the Trus- tee the entire amount due or to become due thereon for principal and interest, and also shall pay, or cause to be paid, all other sums payable hereunder by the Company, and shall well and truly keep and perform, according to the true intent and meaning of this Indenture, all covenants herein required to be kept and performed by it, then and in that case, at the election of the Company, all property, rights and interests hereby con- veyed or assigned or pledged shall revert to the Company, and the estate, right, title and interest of the Trustee shall thereupon cease, determine and become void, and the Trustee in such case, on written demand of the Company, and at its cost and expense, shall enter or permit satisfaction of this Indenture to be entered upon the record, and shall assign and transfer or cause to be assigned and transferred and shall deliver or cause to be delivered to the Company all personal property then held by the Trustee hereunder; otherwise this Indenture shall be, continue and remain in full force and virtue. ARTICLE FIFTEEN. Consolidation, Merger and Sale. Section 1. Nothing in this Indenture shall prevent the Company from consoiida- taking over the property of any company, or shall prevent the consolidation or°sai™orf e with the Company of any company other than a subsidiary company or a controlled company of the Company, or shall prevent the merger into the Company of any company, or shall prevent any merger of the Company into any company, or shall prevent the sale by the Company of its prop- erty as an entirety to any other company ; provided that any such con- solidation or merger shall be on such terms as to preserve and not to impair the lien or security under this Indenture or any of the rights and powers Article Fifteen. Sections 1, 2. 84 Sale on condition. Effect of consolidation, merger or sale. of the Trustee or of the holders of the obligations secured by this Inden- ture, and that any successor corporation formed by such consolidation, or the corporation into which the Company shall be merged, shall, as a part of such consolidation or merger, expressly assume the due and punctual payment of the principal and interest of all the obligations secured by this Indenture and the performance of all the covenants and conditions of this Indenture ; and provided that, as a condition of any such sale of the prop- erty of the Company as an entirety, the corporation to which such prop- erty shall be sold as an entirety shall, as a part of the purchase price thereof, assume the due and punctual payment of the principal and interest of all the obligations secured by this Indenture and the performance of all the covenants and conditions of this Indenture, and shall, simul- taneously with the delivery to it of such conveyance, deliver to the Trustee a proper indenture to the Trustee, in form satisfactory to the Trustee, whereby such purchasing corporation shall so assume the due and punc- tual payment of the principal and interest of all the obligations secured by this Indenture and the performance of all the covenants and conditions of this Indenture. Section 2. In case any company shall be consolidated with the Com- pany, or in case the Company shall be merged into any other corporation, or in case the property of the Company as an entirety shall become vested in some other corporation, the corporation formed by such consol- idation or into which the Company shall have been merged, or which shall have become vested as an entirety with the property of the Company, upon executing and causing to be recorded an indenture with the Trustee to the effect provided by Section 1 of this Article Fifteen, shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part hereto, and such corpora- tion may thereupon cause to be signed and may issue, either in its own name or in the name of the Company, any or all of the First Mortgage Bonds which shall not theretofore have been signed by the Company and delivered to the Trustee, and the Trustee, upon the order of such corpora- tion, in lieu of the Company, and subject to all the terms, conditions and restrictions herein prescribed, shall authenticate any and all First Mort- gage Bonds which shall have been previously signed by the officers of the Company and delivered to the Trustee for authentication, and any of such First Mortgage Bonds which such corporation shall thereafter cause to be signed and delivered to the Trustee for that purpose. All Bonds Article Fifteen. — Sections 2, 3, 4. Article Sixteen. — Sections 1, 2. 85 so issued shall in all respects have the same legal rank and security as the Bonds theretofore or thereafter issued in accordance with the terms of this Indenture as though all of said Bonds had been actually issued by the Company as of the date of the execution hereof. Section 3. For every purpose of this Indenture, including the execu- Term "Cona- tion, issue and use of any and all the First Mortgage Bonds, the term eludes suc- Company includes and means not only Allied Packers, Incorporated, but £ttion. C ° rp ° also any such successor corporation. Every such successor corporation shall possess, and from time to time may exercise, each and every right and power hereunder of Allied Packers, Incorporated, 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, committee or officer of the Company may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be such lawful successor of the Company. In the event of the change of name of the Company, the Company may issue and the Trustee shall authenticate and deliver in accordance with the provisions herein- before in this Indenture set forth, any First Mortgage Bonds then or thereafter issuable or deliverable under this Indenture, whether in exchange for outstanding First Mortgage Bonds, or otherwise, either in the present name of the Company or in its name at the time of any such delivery as fixed and determined by any such change. Section 4. Nevertheless, before the exercise of the powers conferred company may by this Article Fifteen, the Company, by instrument in writing executed powers con- by authority of two-thirds of the members of its board of directors and delivered to the Trustee, may surrender any of the powers reserved to the Company or to such successor or purchasing corporation ; and there- upon such power so surrendered shall terminate. ARTICLE SIXTEEN. Sundry Provisions. Section 1 . All the covenants, stipulations, promises and agreements covenants in this Indenture contained by or in behalf of the Company shall bind ments of its successors and assigns, whether so expressed or not. bind P suc- t0 eessors and Section 2. Except where the context otherwise requires, the words, Term"* the Trustee, as used in this Indenture, shall be held and construed to ^TEE*. 60 ” Indenture may be executed in several counterparts. Parties having rights under inden- ture. Acceptance of Trust. Testimonium. Article Sixteen. — Sections 2, 3. Article Seventeen. 86 mean the Trustee for the time being under this Indenture, whether original or successor ; the words, the Trustee, debentures, bonds, debenture- holders, bondholders and holders or holders of obligations secured by this Indenture, or like terms, shall include both the singular and plural number. Section 3. In order to facilitate the record of this Indenture, the same may be simultaneously executed in any number of counterparts, each of which so executed shall be deemed to be an original ; and such counterparts shall together constitute but one and the same instrument. ARTICLE SEVENTEEN. Parties in Interest. 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 hereto and the holders of the obligations secured by this Indenture, 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 con- tained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the obligations secured by this Indenture. Central Union Trust Company of New York, Trustee, the party hereto of the second part, hereby accepts the trusts in this Indenture declared and provided, and agrees to perform the same upon the terms and conditions hereinbefore set forth. In Witness Whereof, Allied Packers, Incorporated, the party hereto of the first part, has caused this Indenture to be signed and acknowledged or proved by its president or a vice-president, and its corporate seal to be hereunto affixed and the same to be attested by the signature of its secretary or an assistant secretary; and Central Union Trust Company of New York, the party hereto of the second part, has caused this Indenture to be signed and acknowledged or proved by its president or a vice-president, and its corporate seal to be hereunto affixed and the 87 same to be attested by the signature of its secretary or an assistant secre- tary as of the day and year first above written. Allied Packers, Incorporated, by J. A. Hawkinson President. [corporate seal] Attest : Alfred L. Arthur Secretary. Signatures awl Seals. Central Union Trust Company of New York, by M. Ferguson Vice-President. [corporate seal] Attest : C. E. Sigler A. Secretary. Signed, sealed and delivered in the presence of : Clinton Combes Orville C. Sanborn As to Allied Packers, Incorporated. A. J. Boyan Orville C. Sanborn As to Central Union Trust Company of New York. 88 Acknowledg- ments. State of New York,) County of New York,) SS " I, Edward J. McDonald, a notary public, duly qualified in and for the County and State of New York, do certify that this day personally appeared before me in the County and State aforesaid, J. A. Hawkinson, and Alfred L. Arthur, who being by me duly sworn, did depose and say, the said J. A. Hawkinson, that he resides in Nashville, Tenn., and is president, and the said Alfred L. Arthur that he resides in Chicago, 111., and is secretary of Allied Packers, Incorporated, one of the corpora- tions described in and which executed the above instrument bearing date the first day of December, 1921 ; that they and each of them are duly authorized by said corporation to execute and acknowledge deeds and other writings of said corporation ; that they know the seal of said cor- poration ; that the seal affixed to said instrument is such corporate seal ; that it was so affixed and that the name of said corporation was sub- scribed to said instrument by the said J. A. Hawkinson as said president and by the said Alfred L. Arthur as secretary, by order of the board of directors of said corporation ; and said J. A. Hawkinson, president and said Alfred L. Arthur, secretary of said Allied Packers, Incorporated, whose names as such are signed to the above instrument, duly acknowl- edge the same to be the free act and deed of said corporation, for the uses and purposes therein expressed, mentioned and set forth. Given under my hand and official seal this 19th day of December, 1921. Edward J. McDonald [notarial seal] Notary Public Kings Co. N. Y. Co. Clk’s No. 188, Reg. No. 2151 Kings Co. Clk’s No. 76, Reg. No. 2073 Commission expires March 30, 1922 89 State of New York,) County of New York,) I, M. J. Cullen, a notary public, duly qualified in and for the County Acknowiedg- and State of New York, do certify that this day personally appeared mcnts ' before me in the County and State aforesaid, M. Ferguson, and C. E. Sigler, who, being by me duly sworn, did depose and say the said M. Ferguson, that he resides in Brooklyn, New York, and is a vice- president, and the said C. E. Sigler that he resides in Brooklyn, New York, and is an assistant secretary of Central Union Trust Company of New York, one of the corporations described in and which executed the above instrument bearing date the first day of December, 1921 ; that they and each of them are duly authorized by said corporation to execute and acknowledge deeds and other writings of said corporation ; that they know the seal of said corporation ; that the seal affixed to said instrument is such corporate seal ; that it was so affixed and that the name of said corporation was subscribed to said instrument by the said M. Ferguson as said vice-president, and by the said C. E. Sigler, as assistant secretary, by order of the board of trustees of said corporation ; and said M. Ferguson, vice-president, and said C. E. Sigler, assistant secretary of said Central Union Trust Company of New York, whose names as such are signed to the above instrument, duly acknowledged said instrument to be the free act and deed of said corporation, for the uses and purposes therein expressed, mentioned and set forth. Given under my hand and official seal this 19 day of December, 1921. M. J. Cullen [notarial seal] Notary Public Kings County No. 175 Kings County Register’s No. 2169 Certificate Filed in New York County No. 424 New York County Register’s No. 2336 My commission expires March 30, 1922. State of New York,) County of New York,) J. A. Hawkinson, being duly sworn, deposes and says: 1. I am President of Allied Packers, Incorporated, the party of the first part, mentioned and described in the foregoing Inden- ture of Mortgage. Said Mortgage was made to secure not to exceed $8,000,000 in aggregate principal amount of the following obligations : (a) one-half of $16,000,000 in principal amount of the outstanding Twenty-Year Convertible Sinking Fund Six Per Cent. Debenture Bonds of Allied Packers, Incorporated, issued under the trust indenture of said Company to The Equitable Trust Company of New York, as trustee, dated July 1, 1919 (hereinafter called Existing Debentures) ; ( b ) all of the Series A Debentures of the company issued under said trust indenture of the Company to The Equitable Trust Company of New York, dated July 1, 1919, as supplemented by the Supplemental Indenture of the company to said trustee dated December 1, 1921, in conversion of Existing Debentures; (c) all of the First Mortgage Bonds of the Company issued under the above Indenture of Mortgage of the Company to Central Union Trust Company of New York, dated December 1, 1921, in conversion of any of said Existing Debentures or Series A Debentures of the Company, as provided in said Mortgage. 2. The consideration of said Mortgage was actual and adequate and the same was given in good faith for the purposes in such instrument set forth. Sworn to before me this ) 19th day of December, 1921. ) J. A. Hawkinson Edward J. McDonald Notary Public Kings Co. [notarial seal] N. Y. % Co. Clk’s No. IBS, Reg. No. 2151 Kings Co. Clk’s No. 76, Reg. No. 2073 Commission expires March 30, 1922 K2789