AGREEMENT
BETWEEN
PENNSYLVANIA COMPANY,
THE PENNSYLVANIA RAILROAD COMPANY
0
-A'
AND THE
GIRARD TRUST COMPANY
Dated 2nd April, 1906.
PaOVlDIHO FOB THE ISSUE BT THE OIEARD TRUST OOMPAHT,
TRUSTEE, OF $20,000,000. PENNSYLVANIA COMPANY FOUR PER
CENT. 16-26 YEAR GOLD LOAN OF 1906 CERTIFICATES.
INDEX.
Page.
Certificates 2, 3, 4, 14, 16
Collateral 2, 3, 4, 11, 12, 13, 14, 15, 16
Coupons ' 7, 8
Date of certificates 3, 6
Default
Guarantee 2, 9, 16
Interest 3» 4, 5. 7» S, 11
Legal Proceedings 13, 15, 16
Maturity 3,4, 5, 14, 16
Principal 4, 5, 14, 16
#
Redemption 3,5,10
Registration 6, 10
Security. (See Collateral.)
Taxes. 5, 10,11
Termination of Agreement 16
Transfer 6, 10
Trustee i, 3, 6, 15, i6
THIS AGREEMENT
made this
Parties,
SECOND DAY OF APRIL, A. D. 1906,
between the
PENNSYLVANIA COMPANY,
of the first part,
THE PENNSYLVANIA RAILROAD COMPANY,
of the second part,
and the
GIRARD TRUST COMPANY,
of Philadelphia, hereinafter designated the Trustee, of Trustee,
the third part, each being a corporation of the Common¬
wealth of Pennsylvania.
Whereas, the said Pennsylvania Company is author-
ized by law to purchase bonds and securities of other
companies, and to pledge, sell, and dispose of the same
on such terms as may be agreed upon between them and
the parties contracting with them, and also to indorse and
guarantee the payment of the bonds, and the performance
of the obligations of other corporations, and to assume,
and become responsible for, execute, and carry out any
contracts made by any company, to or with any other
company, companies, individuals, or firms whatsoever;
And Whereas, the said Pennsylvania Company is also
authorized by law to contract with any corporations
2
that may have authority to construct, maintain, or
manage any work or works, public or private, which
may tend or be designed to improve, increase, facili¬
tate, or develop trade, travel, or the transportation and
conveyance of freight, live stock, passengers, and any
other traffic by land or by water, from or to any part of
the United States of America or the Territories thereof,
and also to maintain and conduct in its own name, and
for its own benefit or otherwise, any such works, public
or private, and to aid, co-operate, or unite with any
other company, person, or firm in so doing; and, by
virtue of such authority, is in fact operating a large
system of railroads in the States of Pennsylvania, Ohio,
Indiana, and Illinois, and is thereby actively engaged in
the business of transportation;
vaiue^of ' And Whereas, under and in pursuance of authority
conferred by law, the said Pennsylvania Company has
become the owner of certain securities hereinafter par¬
ticularly specified of a par value of Twenty-eight Million
Dollars,
Certificates to Whereas, the said Pennsylvania Company desires
be issued— ' ^ ,
Amount of. to procure the issue of certificates by the said Trustee, in
the form hereinafter prescribed, not exceeding, in the
aggregate, Twenty Million Dollars, in order to enable
it to borrow moneys from parties who become purchasers
thereof, and to secure paym_ent of said moneys by its
covenant, and a pledge of said securities, and by the
guaranty of The Pennsylvania Railroad Company, in
accordance with the terms, reservations, and conditions
as hereinafter stipulated, prescribed, and set forth ;
Penna.R. R. And Wheieas, said The Pennsylvania Railroad Com-
t¡e*unSÍ--'^^''' is the owner of the capital stock of the Pennsyl-
takings of vaffia Company, and has agreed to guarantee full per-
Penna. Co. formance by the said Pennsylvania Company of its said
covenant and undertaking:
3
Now, therefore, this Agreement Witnesseth, that, in
consideration of the covenants mutually to be done,
kept, and performed by each party towards the others
in reference to the subject matter hereof, it is mutually
agreed as follows:—
First.—The entire issue of said certificates, which shall ^
' designation of.
be known as the Pennsylvania Company Four Per Cent.
15-25 Year Gold Loan of 1906, shall not exceed Twenty
Million Dollars, and shall be represented by twenty thou¬
sand certificates of One Thousand Dollars each, in the form
hereinafter prescribed, bearing interest at the rate of
four per centum per annum, principal and interest pay¬
able in gold coin of the United States of America of
or equal to the present standard of weight and fine¬
ness, the same to be secured by a deposit with the said
. . secure.
Trustee of the following securities:—
Par Value Total
Per Share. Par Value,
100,000 shares The Baltimore and Ohio Railroad
Company Common Stock. . . , S100 $10,000,000
140,000 shares The Pittsburgh, Cincinnati, Chi¬
cago & St. Louis Railway Com¬
pany Common Stock 100 14,000,000
40,000 shares Vandalia Railroad Company
Stock 100 ^ 4 000,000
being of an aggregate par value of Twenty-eight Million
Dollars, owned by the said Pennsylvania Company, with
power to transfer same, but to be exercised only in
accordance with the Eighth and Tenth Articles hereof.
The said certificates shall bear date April 2nd, 1906, and i^ate—Matur-
shall mature April 1st, 1931, with the right reserved
to the Pennsylvania Company to redeem the entire issue
through the Trustee, upon due notice to the holders and
registered owners on xLpril 1st, 1921, or on any other
interest day thereafter, as provided in the Fifth Article
hereof.
Second.—The said Trustee agrees to receive the said
securities as aforesaid, amounting in the aggregate at
4
par to Twenty-eight Million Dollars, as security for the
certificates to be issued under this Agreement, and also
Certificates— agrees to issue and deliver to the said Pennsylvania
is^ued!^^^ Company (when and as requested by it, and upon the
deposit of the said securities as aforesaid), for negotia¬
tion by it, twenty thousand certificates of One Thou¬
sand Dollars each, in the following form:—
Certificates-
Form of.
United States of America.
Commonwealth of Pennsylvania.
Security,
Principal and
Interest—
Payment of.
$1000.
No.
PENNSYLVANIA COMPANY
FOUR PER CENT. 15-25 YEAR GOLD LOAN OF 1906.
Total issue $20,000,000.
Issued by the Girard Trust Company, Trustee.
Secured by covenant of the Pennsylvania Company
and pledge of Sectuities aggregating at par $28,000,000,
and by the guaranty of The Pennsylvania Railroad Com¬
pany.
The Girard Trust Company, of Philadelphia, Trustee,
under and upon the terms of a certain Agreement
dated April 2nd, 1906, between itself, the Pennsylvania
Company, and The Pennsylvania -Railroad Company,
by which it is the holder in trust of securities to
the amount, at par, of Twenty-eight Million Dollars,
owned by the said Pennsylvania Company, hereby
certifies that the bearer, or if registered, the regis¬
tered owner hereof, for value received, is entitled to
the sum of One Thousand Dollars, in gold coin of
the United States of America, of or equal to the present
standard of weight and fineness, payable at the OfiEice
of the said Trustee in the City of Philadelphia, Penn-
5
sylvania, or at its Agency at the Office of The Penn¬
sylvania Railroad Company in the City of New York,
New York, on the first day of April, A. D. 1931, or on
such previous date as this certificate may be called for
redemption under its terms, with interest thereon in the
meanwhile at the rate of four per centum per annum,
payable in like gold coin, semi-annually, on the first day
of the months of April arid October in each year, on
presentation and surrender of the respective coupons
hereto annexed, as the same become due, at either the
office or the agency aforesaid.
This certificate is subject to redemption at par and
accrued interest on April 1st, 1921, or on any other
interest day thereafter, upon ninety days' notice, as
provided in said Agreement; and, on and after any
date that may be so designated for such redemption,
all interest on this certificate shall cease.
This certificate is one of twenty thousand, numbered
from 1 to 20,000, both inclusive, all of like date, amount,
tenor, and effect, without priority, preference, or dis¬
tinction whatsoever of one over another ; and the prin¬
cipal and interest therein named are payable without
deduction for any tax or taxes which either the said
Pennsylvania Company or the said Trustee, or their
successors or assigns, may be required to pay, or to
retain therefrom, under any present or future law of
the United States of America, or of the Commonwealth
of Pennsylvania.
The interest upon, and the principal of this certificate,
the taxes above mentioned, and the compensation and
expenses of the Trustee, are primarily payable by the
said Pennsylvania Company, guaranteed by The Penn¬
sylvania Railroad Company, and are further secured
by a pledge of securities deposited with the said
Trustee under the terms of said Agreement, with
authority to the said Trustee to sell said securities
in case of default in any of said payments by the
said Pennsylvania Company, or said ^he Pennsylvania
Railroad Company.
Interest—
Rate of.
Redemption.
Interest, Princi¬
pal and Taxes,
etc., to be paid
by Penna. Co.
6
This certificate shall pass by delivery, unless registered
as to principal in the owner's name on the books of
the Trustee, at the Office thereof, in the City of Phila¬
delphia, Pennsylvania, or at its Agency at the Office
of The Pennsylvania Railroad Company, in the City
of New York, New York, such registration being noted
on the certificate at said Office or Agency, and after
such registration of ownership, duly certified hereon, no
transfer shall be valid unless made on the said books by
the registered owner in person, or by his attorney, duly
authorized, and similarly noted on the certificate; but
the same may be discharged from registration by being
transferred to bearer, and thereupon transferability by
delivery shall be restored. This certificate may again
from time to time be registered, or transferred to bearer,
as before. The registration of this certificate shall not
affect the negotiability of the coupons by delivery.
In Testimony Whereof, the Girard Trust Company,
Trustee, has caused its corporate seal to be hereunto
affixed, duly attested, this second day of April, A. D.,
1906.
Girard Trust Company, Trustee,
By
President.
Attest :
Secretary.
Transfer and
Registration.
7
(Form of coupon to be used up to and including that
due April 1st, 1921.)
The Girard Trust Company, of Phila- fom'rf
delphia, Trustee, under an Agreement
with the Pennsylvania Company and The
Pennsylvania Railroad Company, dated
April 2nd, 1906, will pay to the bearer
on the First Day of
at its Office in the City of Philadelphia,
Pa., or at its Agency at the office of The
Pennsylvania Railroad Company in the
City of New York, N. Y., Twenty Dollars, in
gold coin of the United States of America,
being six months' interest on Certificate
No
Pennsylvania Company Four Per Cent.
15-25 Year Gold Loan of 1906.
f No. of \
\ Coupon J
Treasurer.
8
(Form of Coupon to be used after April 1st, 1921.)
Coupon
Form of
$
The Girard Trust Company, of Phila¬
delphia, Trustee, under an Agreement
with the Pennsylvania Company and The
Pennsylvania Railroad Company, dated
April 2nd, 1906, will, unless the certificate
to which this coupon is attached shall have
been called for redemption, pay to the
bearer on the First Day of
at its Office in the City of Philadelphia,
Pa., or at its Agency at the Office of
The Pennsylvania Railroad Company in the
City of New York, N. Y., Twenty Dollars,
in gold coin of the United States of
America, being six months' interest on
Certificate No —
Pennsylvania Company Four per cent.
15-25 Year Gold Loan of 1906.
r No. of 1
\ Coupon j
T reasurer.
9
Third,-—Each of the said certificates shall have upon it
the following indorsement:—
The Pennsylvania Company, for value received, hereby
covenants and agrees that it will pay the interest and
principal of the within certificate, likewise the taxes
therein mentioned, and also the compensation and ex¬
penses of the Trustee, at the respective dates when the
same may become payable; and The Pennsylvania Rail¬
road Company, for value received, hereby covenants and
agrees that in case of any default of the Pennsylvania
Company in carrying out the covenants and obligations
contained in the within certificate, The Pennsylvania
Railroad Company will faithfully carry out the same, and
pay and discharge the said interest, principal, taxes, and
compensation and expenses of the said Trustee on the
dates when they respectively mature or become due.
In Witness Whereof, the said Companies have here¬
unto affixed their seals, duly attested, this second day of
April, A. D. 1906.
Pennsylvania Company
By
President.
Attest :
Secretary.
The Pennsylvania Railroad Company
By
President,
Attest ;
Secretary.
Indorsement—
of guaranty.
And the same shall be duly executed by the said Com¬
panies respectively.
lO
Transfer and
Registration.
Taxes.
Fourth.—The certificates shall pass by delivery, unless
registered as to principal in the owner's name at the
Office of the Trustee, in the City of Philadelphia, Penn¬
sylvania, or at its Agency at the Office of The Pennsyl¬
vania Railroad Company, in the City of New York, New
York, such registration being noted on the certificates
at said Office or Agency, and after such registration of
ownership, duly certified thereon, no transfer shall be
valid unless made on the said books by the registered
owner in person, or by his attorney, duly authorized,-
and similarly noted on the certificates; but the same
may be discharged from registration by being transferred
to bearer, and thereupon transferability by delivery shall
be restored. The certificates may again from time to
time be registered, or transferred to bearer, as before.
The registration of said certificates shall not affect the
negotiability of the coupons by delivery.
Both the principal and interest of the said certificates
are payable without deduction for any tax or taxes
which either the said Pennsylvania Company or the
said Trustee, or their successors or assigns, may be
required to pay or to retain therefrom, under any
present or future law of the United States of America
or of the Commonwealth of Pennsylvania.
Redemption^
Fifth.—The entire issue of certificates is subject to re¬
demption, at the option of the Pennsylvania Company, on
April 1 st, 1921, or on any interest date thereafter, at par and
accrued interest ; and if the Pennsylvania Company desires
to exercise such option it shall communicate its desire to
the Trustee, who shall thereupon publish a notice of
such call for redemption in one daily newspaper of
general circulation in the City of Philadelphia, Penn¬
sylvania, and two in the City of New York, New York,
once a week, for ninety days prior to the interest day
on which such redemption is to be made, stating that
the certificates are so called and will be so paid off at
the Office of the Trustee in the City of Philadelphia,
Pennsylvania, or at its Agency at the Office of The
Pennsylvania Railroad Company in the City of New York,
II
New York, at par and accrued interest, and that interest on interest to
the certificates will cease on and after the next ensuing
interest day. Such notice having been so given, interest
on the certificates shall cease on and after the next en¬
suing interest day, and on presentation and surrender
of said certificates, with all unmatured coupons attached,
in accordance with the said notice, the said cer¬
tificates shall be paid off by the Trustee, the said Penn¬
sylvania Company covenanting that it will pay over to
the Trustee the amount due on the certificates so called,
on or before the last day of the month preceding that in
which the certificates shall so become due, the same as
if the certificates had fully matured, according to the
terms of this Agreement. The option of the Pennsylvania
Company as to redemption must, if exercised, apply to
the entire issue.
Sixth.—The Pennsyh^ania Comipany hereby covenants interest and
and agrees that it shall and will promptly and fully co^^toTrovîde^
pay to the said Trustee, on or before the last day of tor.
the months preceding those in v/hich interest may
be due in each year, while said certificates, or any of
them, remain unpaid, such sum of money as may
be necessary to pay the semi-annual instalment of the in¬
terest which will be due at the said next interest day, ac¬
cording to the conditions thereof, and shall and will also at
the proper times, pay the taxes mentioned in the certifi¬
cates, together with the compensation and expenses of the
Trustee ; and shall and will also, on or before the last day of
the month preceding that in which the principal falls due
or may otherwise become due by reason of call for re¬
demption as mentioned herein, pay to the said Trustee
such sum of money as may be necessary to pay and
discharge the principal of all said certificates which may
then be outstanding and unpaid.
Seventh.—The said Pennsylvania Company shall have collateral—
the right, at any time, to withdraw all or any portion
of the securities deposited under the terms of this agree¬
ment, and substitute other securities of not less actual
value than the present appraised value of the se-