Pennsylvania Company Pour and One-Half Per Ce
ut«
Gold Loan of 1915, Guaranteed by The
Pennsylvania Railroad Company
{Trust Horeement
BETWEEN
PENNSYLVANIA COMPANY,
THE PENNSYLVANIA RAILROAD COMPANY,
AND THE
GIRARD TRUST COMPANY.
Dated September 1, 1915.
This Agreement made this first day of Sep¬
tember, A. D., 1915, between the Pennsylvania Com¬
pany, of the first part, The Pennsylvania Kailroad
Company, of the second part, and the Girard Trust
Company, of Philadelphia (hereinafter designated the
" Trustee ") of the third part, each being a corporation
of the Commonwealth of Pennsylvania.
Whereas, the said Pennsylvania Company is authorized
by law to purchase the bonds and securities of other com¬
panies, 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 endorse 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 companies, individuals or firms whatsoever ;
And whereas, the said Pennsylvania Company is also
authorized by law to contract with any corporations 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, facilitate 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 rail¬
roads in the states of Pennsylvania, Ohio, Indiana and
2
Illinois, and is thereby actively engaged in the business of
transportation ;
And whereas, under and in pursuance of authority conferred
by law said Pennsylvania Company, as party of the first part,
did on or about the 25th day of May, A. D., 1906, enter into
a certain Trust Agreement with The Pennsylvania Railroad
Company, as party of the second part, and the Girard Trust
Company, of Philadelphia, and the United States Trust Com¬
pany of New York, as parties of the third part, pursuant to
the provisions of which the Girard Trust Company has issued
certain Certificates and Obligations, known as 14 Pennsylvania
Company Three and Three-Quarter Per Cent. French Franc
Loan of 1906 Guaranteed by The Pennsylvania Railroad
Company," and hereinafter in this Trust Agreement designated
"French Franc Certificates," and by endorsement thereon the
Pennsylvania Company has covenanted to pay the interest and
principal thereof, and The Pennsylvania. Railroad Company
has guaranteed the performance of said covenant, which said
Certificates are by their terms payable in French francs in
Paris, France ; Brussels, Belgium ; or Geneva, Switzerland,
and are outstanding at the date hereof to the principal amount
of frs. 250,000,000.
And whereas, the said Pennsylvania Company desires to
procure the issue of Certificates (hereinafter designated " New
Certificates ") by the Trustee herein named, in the form here¬
inafter prescribed, not exceeding in principal amount in the
aggregate Forty-eight million twTo hundred and sixty-two
thousand five hundred dollars ($48,262,500), and to secure
payment of the same by a pledge of French Franc Certifi¬
cates, and in the event of the redemption and cancellation of
the said French Franc Certificates prior to the maturity or
redemption of the New Certificates issued hereunder, by a
like pledge, in the manner and to the extent hereinafter
provided, of securities pledged at the time of such redemp-
3
tion and cancellation under tlie said Trust Agreement of
May 25, 1906, as security for such French Franc Certifi¬
cates ; payment of said New Certificates to be further
secured by the endorsement thereon in the form herein¬
after prescribed of a covenant of the said Pennsylvania
Company to pay the principal and interest thereof and a guar¬
anty of The Pennsylvania Railroad Company of the due per¬
formance of such covenant.
And whereas, said The Pennsylvania Railroad Company
is the owner of the capital stock of the Pennsylvania Com¬
pany, and as such owner has consented and agreed to the
making by the Pennsylvania Company of the covenants to be
endorsed upon said New Certificates, and in this Trust Agree¬
ment contained, and to the execution and performance thereof
by the said Pennsylvania Company, and has also agreed to
guarantee full performance by the said Pennsylvania Company
of its covenants and undertakings herein and in said New
Certificates contained :
And whereas, the Girard Trust Company, Trustee, has
agreed to issue New Certificates in the form and upon the con¬
ditions hereinafter set forth, and to receive and hold, for the
purposes and upon the terms hereinafter designated, French
Franc Certificates or other securities which may be delivered
to it hereunder by or on behalf of the Pennsylvania Company ;
Now, therefore, this Agreement Witnesseth, that, in
consideration of the covenants mutually to be done, kept and
performed by each party toward the others in reference
to the subject matter hereof, it is mutually covenanted and
agreed as follows :
First : The entire issue of said New Certificates, which
shall be known as " Pennsylvania Company Four and One-Half
Per Cent. Gold Loan of 1915, Guaranteed by The Pennsylvania
4
Railroad Company," shall not exceed the principal amount
of Forty-eight million two hundred and sixty-two thousand
five hundred dollars ($48,262,500). The New Certificates shall
be for One thousand dollars each, numbered consecutively
from 1 upwards (fractional scrip convertible into New Cer¬
tificates to be issued in order to make up the aggregate princi¬
pal amount of New Certificates issuable in any case against
the deposit of French Franc Certificates as hereinafter pro¬
vided), and shall be in the form hereinafter prescribed.
They shall bear interest from June 15, 1915, at the rate of
four and one-half per centum per annum, and the principal
and interest shall be payable in gold coin of the United States
of America of or equal to the present standard of weight and
fineness, at the places and in the manner in said New Certifi¬
cates stated. They shall be secured by a deposit and pledge
with the said Trustee of French Franc Certificates,
stamped as hereinafter prescribed, of the same aggregate
principal amount as the New Certificates (and fractional scrip
therefor) which may from time to time be issued here¬
under (Five hundred French francs to be deemed for the pur¬
poses of this Trust Agreement the equivalent of Ninety-six
dollars and fifty-two and one-half cents United States gold
coin), or, in the event of the redemption and cancellation of
said French Franc Certificates prior to the maturity and re¬
demption of the New Certificates issued hereunder, by the
deposit and pledge, in the manner and to the extent herein¬
after provided, of securities deposited and pledged at the date
of such redemption under said Trust Agreement of May 25,
1906, to secure said French Franc Certificates.
The said New Certificates issued and to be issued here¬
under shall bear date June 15, 1915, and shall mature June 15,
1921, but the Pennsylvania Company may redeem the entire
issue through the Trustee, on June 15, 1918, or on any other
interest day thereafter, at face value and accrued interest, upon
notice as provided in the Seventh Article hereof.
5
Second : The said Trustee agrees to receive all French Franc
Certificates tendered to it by the Pennsylvania Company,
to be held hereunder as security for the New Certificates
to be issued under this agreement, and for the due and punc¬
tual performance by the Pennsylvania Company and The
Pennsylvania Railroad Company of the covenants endorsed
thereon and of their covenants in this Trust Agreement con¬
tained, and in the event of, and after the redemption and
cancellation of the French Franc Certificates, to receive
and hold hereunder the securities held at the time of such
redemption by the Trustees under said Trust Agreement of
May 25, 1906, or so many thereof as may be tendered to it
in accordance with the provisions hereof by the Pennsyl¬
vania Company, and to issue and deliver to the said Pennsyl¬
vania Company, when and as requested by it from time to time
upon and against the deposit, in the manner hereinafter de¬
fined, of French Franc Certificates, or after their redemption
and cancellation, of the other securities aforesaid, New Cer¬
tificates in the following form :
UNITED STATES OF AMERICA,
Commonwealth of Pennsylvania.
No $1000
PENNSYLVANIA COMPANY FOUR AND ONE-
HALF PER CENT. GOLD LOAN OF 1915,
GUARANTEED BY THE PENNSYLVANIA
RAILROAD COMPANY.
Total Authorized Issue $48,262,500.
Girard Trust Company, of Philadelphia, Trustee, under
a Trust Agreement dated September 1, 1915, between itself,
the Pennsylvania Company and The Pennsylvania Railroad
6
Company, hereby certifies that the bearer, or, if registered,
the registered holder 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 office of The Pennsylvania
Railroad Company in the City of Philadelphia, Pennsylvania,
or at its office in the Borough of Manhattan, City of New York,
New York, on the 15th day of June, 1921, or on such previous
date as this Certificate may be duly called for redemption, with
interest thereon from June 15,1915, at the rate of four and one-
half per centum (4£%) per annum, payable in like gold coin,
semi-annually on the 15th day of the months of December and
June in each year at either of said offices on presentation and
surrender of the respective coupons hereto annexed as the same
become due.
This Certificate is subject to redemption at par and accrued
interest on June 15, 1918, or on any other interest day there¬
after upon sixty days notice, as provided in said Trust Agree¬
ment, 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 an issue of similar Certificates
numbered consecutively from 1 upwards, all of like date,
amount, tenor and effect, issued and to be issued, without
priority, preference or distinction whatsoever of one over
another, to an aggregate principal amount of not exceeding
$48,262,500, pursuant to the terms of said Trust Agreement ;
and the principal and interest therein named are payable with¬
out deduction for any tax or taxes (other than Federal income
taxes) which either the said Pennsylvania Company, The
Pennsylvania Railroad 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
7
the Trustee, are payable by the said Pennsylvania Company,
guaranteed by The Pennsylvania Railroad Company, and are
further secured by a pledge of securities deposited with the
said Trustee under the terms of said Trust Agreement.
This Certificate shall pass by delivery, unless registered as
to principal in the holder's name on the books of the Penn¬
sylvania Company at the office of The Pennsylvania Railroad
Company in the City of Philadelphia, Pennsylvania, or at its
office in the Borough of Manhattan, City of New York, New
York, such registration being noted on this Certificate, and
after such registration of ownership, duly noted hereon, no
transfer shall be valid unless made on the said books
by the registered holder in person or by his attorney duly
authorized, and similarly noted on this Certificate, but this
Certificate 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 nego¬
tiability of the coupons by delivery.
In witness whereof, Girard Trust Company has caused
this Certificate to be sealed with its corporate seal and to be
signed by its President or a Yice-President or other officer or
person duly authorized by its Board of Directors to sign for
the President and upon its behalf, and the execution hereof to
be attested by its Secretary or an Assistant Secretary, and
the coupons hereto attached to be authenticated by the
engraved fac-simile signature of its Treasurer, this first day of
September, A. D., 1915.
Girard Trust Company, Trustee,
by
Vice-President.
Attest :
Secretary.
8
[form of coupon.]
$22.50
No
Girard Trust Company, Trustee, hereby certifies that the
bearer is entitled to receive from the Pennsylvania Company
Pennsylvania Railroad Company in Philadelphia, or in New
York, without deduction for taxes (other than Federal income
taxes) of the United States or of the Commonwealth of Penn¬
sylvania, Twenty-two and T5¥°ff Dollars in gold coin of the
United States of America,being six months" interest on Certi¬
ficate of the Pennsylvania Company 4^% Gold Loan of 1915,
Guaranteed by The Pennsylvania Railroad Company, No.
Third : Each of said New Certificates shall have upon it
the following endorsement, which shall have been duly exe¬
cuted prior to the delivery of the New Certificates by the
Trustee to the Pennsylvania Company :
The Pennsylvania Company, for value received, hereby
covenants and agrees with the bearer or, if registered as to
principal, with the registered holder hereof and also with the
Trustee under the within mentioned Trust Agreement that it will
pay the interest and principal of the within Certificate, like¬
wise the taxes therein mentioned, and also the compensation
and expenses of the Trustee, at the respective dates when the
same may become payable, and that it will duly perform all
of the covenants contained in the said Trust Agreement secur¬
ing the within Certificate ; and The Pennsylvania Railroad
Company, for value received, hereby covenants and agrees
with the bearer or, if registered as to principal, with the regis¬
tered holder hereof and also with the Trustee under said Trust
on the fifteenth day of
,19 , at the office of The
Treasurer.
[form of endorsement.]
9
Agreement that in case of any default of the Pennsylvania
Company in carrying out any of the covenants and obligations
contained in the within Certificate or in said Trust Agree¬
ment, The Pennsylvania Railroad Company will faithfully
carry out and perform the same and will pay and discharge
the said interest, principal, taxes, and compensation and ex¬
penses of the said Trustee on the dates when they respectively
mature or become due or performable.
In witness whereof, the said Companies have caused these
presents to be sealed with then respective corporate seals,
and to be signed by their respective Presidents or Vice-Presi¬
dents or other officers or persons duly authorized by their
respective Boards of Directors to sign for their Presidents
and upon their behalf, and the execution hereof to be attested
by their respective Secretaries or Assistant Secretaries this
first day of September, A. D., 1915;
Pennsylvania Company,
By
Vice-President.
Attest :
Secretary.
The Pennsylvania Railroad Company,
By
Vice-President.
Attest :
Secretary.
At any time, and from time to time, whether before or after
definitive engraved New Certificates have been prepared, the
Trustee shall, upon the request of the Pennsylvania Company,
subject, however, to all the provisions, limitations and condi-
10
tions herein contained in respect of the issue of definitive New
Certificates, issue and deliver to the Pennsylvania Company,
in anticipation of the issue of definitive engraved New Cer¬
tificates in lieu or replacement thereof, temporary New Certifi¬
cates of any denomination or denominations, with or without
coupons, with the covenant and guarantee of the Pennsylvania
Company and The Pennsylvania Railroad Company, respec¬
tively, endorsed thereon in the form prescribed in respect to the
definitive New Certificates. Such temporary New Certificates
shall be in substantially the following form, and, until exchanged
for definitive New Certificates, they shall in all respects be
entitled to the security of this Trust Agreement as fully as if
they were definitive New Certificates issued hereunder :
[form of temporary new certificate.]
UNITED STATES OF AMERICA,
Commonwealth of Pennsylvania.
No $
PENNSYLVANIA COMPANY FOUR AND ONE-
HALF PER CENT. GOLD LOAN OF 1915,
GUARANTEED BY THE PENNSYLVANIA
RAILROAD COMPANY.
Total Authorized Issue, $48,263,500.
Temporary Certificate.
Girard Trust Company, of Philadelphia, Trustee, under
a Trust Agreement, dated September 1, 1915, between
itself, the Pennsylvania Company and The Pennsylvania Rail¬
road Company, hereby certifies that the bearer, for value
received, is entitled to the sum of $ , in gold coin
of the United States of America, of or equal to the present
standard of weight and fineness, payable at the office of The
11
Pennsylvania Railroad Company, in the City of Philadelphia,
Pennsylvania, or at its office in the Borough of Manhattan,
City of New York, New York, on the 15th day of June,
1921, or on such previous date as this Certificate may be duly
called for redemption, with interest thereon from June 15,
1915, at the rate of four and one-half per centum (4J%) per
annum, payable in like gold coin, semi-annually on the 15th
day of the months of December and June in each year, at
•j •> '
either of said offices, but only on presentation of this Certifi¬
cate for notation hereon of the payment of such interest.
This Certificate is subject to redemption at par and ac¬
crued interest on June 15, 1918, or on any other interest day
thereafter upon sixty days' notice, as provided in said Trust
Agreement ; and, on and after any date that may be so desig¬
nated for such redemption, all interest on this Certificate shall
cease.
This Certificate is a temporary certificate (without coupons),
and is exchangeable for definitive engraved coupon Certificates,
when ready for delivery, for the same aggregate face amount, of
the face value of $1,000 each, of an issue of such Certificates,
numbered consecutively from 1 upwards, all of like date,
amount, tenor and effect, issued and to be issued without pri¬
ority, preference or distinction whatsoever of one over an¬
other, to an aggregate principal amount of not exceeding
$48,262,500, pursuant to the terms of said Trust Agreement ;
and the principal and interest therein named are payable with¬
out deduction for any tax or taxes (other than Federal income
taxes) which either the said Pennsylvania Company, The
Pennsylvania Railroad 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 payable by the said Pennsylvania Company
12
guaranteed by The Pennsylvania Railroad Company, and are
further secured by a pledge of securities deposited with the
said Trustee, under the terms of said Trust Agreement.
This Certificate shall pass by delivery.
In witness whereof, Girard Trust Company has caused
this Certificate to be sealed with its corporate seal and to be
signed by its President or a Yice-President or other officer or
person duly authorized by its Board of Directors to sign for
the President and upon its behalf, and the execution hereof to
be attested by its Secretary or an Assistant Secretary, this
first day of September, A. D., 1915.
Girard Trust Company, Trustee,
By
Yice-President.
Attest :
Secretary.
In case any officers who shall sign or seal any New Certifi¬
cates, or the endorsement thereon, shall cease to be such
officers before the New Certificates so signed, sealed and en¬
dorsed shall have been actually issued, such New Certifiestes
and endorsements may nevertheless be adopted by the parties
hereto and be issued, subject to the provisions of Article Fourth
hereof, as though the persons who had signed and sealed such
New Certificates or endorsements had not ceased to be such
officers. The coupons attached to the New Certificates shall
be authenticated by the engraved signature of the present
Treasurer or any future Treasurer of the Girard Trust Com¬
pany, and the Girard Trust Company may adopt and use for
that purpose the engraved signature of any person who shall
have been such Treasurer notwithstanding the fact that he
may have ceased to be such Treasurer at the time when such
New Certificates shall be actually issued.
13
If any New Certificates issued hereunder shall be mutilated,
lost or destroyed, then upon request of the holder thereof, and
upon surrender of such mutilated New Certificates or upon
proof of such loss or destruction, and also, in the case of lost
or destroyed New Certificates, upon indemnity to the reasonable
satisfaction of the parties hereto, other New Certificates, in like
form and bearing like numbers, shall be issued to replace those
thus mutilated, lost or destroyed.
Fourth : Said New Certificates shall be issued by the Trustee
and delivered to the Pennsylvania Company, or upon its order,
from time to time to the amounts and in the manner following,
and not otherwise, that is to say : Whenever the Pennsylvania
Company shall deposit or cause to be deposited with the
Trustee (a) French Franc Certificates endorsed with the cove-
nant and guaranty of the Pennsylvania Company and The
Pennsylvania Railroad Company, as principal and guarantor
respectively, as in said Trust Agreement of May 25, 1906 pro¬
vided, having attached thereto all unmatured coupons for
interest, and stamped as hereinafter prescribed, or (b) an
undertaking on its part to deliver to the Trustee French
Franc Certificates, so endorsed and stamped, to a specified
amount, accompanied by a written assurance or assurances from
a bank, trust company or firm of bankers, satisfactory to
the Trustee, that such French Franc Certificates, endorsed
as above mentioned, have been deposited with it or them or
with its or their agency in France for delivery to the Trustee,
and that the same will be so delivered as promptly as possible,
the Trustee shall execute and deliver to the Pennsylvania
Company, or upon its order, New Certificates for a principal
amount equivalent, at the rate of $96.52^ for each frs. 500 of
French Franc Certificates so deposited, or so agreed to be
deposited as above, to the largest multiple of $1,000 within
the principal amount of the French Franc Certificates so depos¬
ited or agreed to be deposited with the Trustee, and for
14
the balance of the principal amount of such French Franc
Certificates shall deliver to the Pennsylvania Company,
or upon its order, fractional scrip in such form as
may be approved by the Trustee, which scrip, when surren¬
dered to the Trustee in amounts of $1,000 or any multiple
thereof, shall be exchangeable for, and the Trustee shall issue
and deliver to the holders in lieu thereof, New Certificates, for
the largest multiple of $1,000 contained within the aggregate
face amount of such scrip so surrendered, and new scrip for
any balance of such face amount.
In case any French Franc Certificate or Certificates referred
to and covered by any such undertaking and assurance shall
be lost or destroyed prior to the actual delivery of the same
to the Trustee hereunder, and after the issue and delivery
by the Trustee of New Certificates hereunder as against the
anticipated delivery thereof, the Pennsylvania Company cove¬
nants and agrees that it will forthwith take such action as may
be necessary and permissible under the said Trust Agreement
of May 25, 1906, to secure the issue to the Trustee of other
French Franc Certificates in replacement of those thus lost or
destroyed, and pending the delivery thereof the Trustee shall
be deemed, for all purposes to be the holder of such lost or
destroved French Franc Certificates, and as such entitled to
•j *
the benefit of the security of the said Trust Agreement of May
25, 1906.
All French Franc Certificates for frs. 500, deposited with
the Trustee hereunder, shall be stamped as follows :
" Pursuant to the provisions of a Trust Agreement,
dated September 1, 1915, between the Pennsylvania
Company, The Pennsylvania Railroad Company and the
Girard Trust Company, Trustee, the principal and interest
of the within Certificate and Obligation are payable only
in gold coin of the United States of or equal to the stand¬
ard of weight and fineness existing September 1, 1915,
15
and only at the offices of The Pennsylvania Railroad
Company in the Cities of Philadelphia and New York.
$96.52^ shall be deemed the equivalent of the principal
of, and $1.81 of the semi-annual interest on, this Cer¬
tificate and Obligation ; and the holder of this Certifi¬
cate and Obligation by acceptance hereof so stamped
assents to all the provisions of said Trust Agreement."
and all such French Franc Certificates for frs. 2,500 deposited
with the Trustee shall be similarly stamped, except that the
equivalent of the principal of each such Certificate shall be
stated to be $482,62^-, and of the semi-annual interest $9.05.
The Pennsylvania Company covenants and agrees with the
Trustee that it will pay, in the case of French Franc Certifi¬
cates for frs. 500, so stamped, $96.52^, principal, and $1.81
semi-annual interest, on each such French Franc Certificate,
and in the case of French Franc Certificates for frcs. 2500,
so stamped, $482.62^, principal, and $9.05, semi-annual interest
thereon, all in gold coin of the United States of or equal to the
standard of weight and fineness existing September 1, 1915, at
the office of The Pennsylvania Railroad Company in the City
of Philadelphia or at its office in the Borough of Manhattan,
City of New York, and The Pennsylvania Railroad Company
guarantees such payments, and the said Companies respect¬
ively covenant and agree that their respective obligations
endorsed upon any such French Franc Certificate previous
to the stamping thereof, shall apply to and be enforceable
against them as fully in all respects as if such obligations
had been endorsed upon such French Franc Certificate after
the stamping thereof, but it is hereby expressly agreed that
the stamping of any such French Franc Certificate shall in
no wise and in no respect, excepting only as to the places of
payment of principal and interest and the currency in which
the same shall be payable, or as otherwise herein provided,
vary or affect the rights or remedies of the holder thereof
16
under the said Trust Agreement of May 25, 1906, which rights
and remedies shall, except as aforesaid, be and remain un¬
affected by said stamp and shall be those and only those
possessed by holders of French Franc Certificates which have
not been stamped.
The Pennsylvania Company may at its option also endorse
or cause to be endorsed upon said deposited French Franc
Certificates, either before or after their deposit with the
Trustee hereunder, an appropriate statement indicating that
the same have been withdrawn from circulation in France
and that the same are non-negotiable and pledged to the Girard
Trust Company, as security for said New Certificates issued
and to be issued under this Trust Agreement.
Fifth : If the Pennsylvania Company shall redeem or other¬
wise retire and cancel the issue of French Franc Certificates
while any New Certificates are outstanding, it shall and will, in
lieu of the payment of cash to the Trustee hereunder, in re¬
demption or payment of the French Franc Certificates depos¬
ited with and held by it, deposit with the Trustee hereunder,
to be held as substituted security for the New Certificates then
outstanding, an amount of each class of the securities which
shall at the time of such redemption or retirement and can¬
cellation of the French Franc Certificates be deposited under the
said Trust Agreement of May 25, 1906, which shall bear the
same proportion or relation to the entire amount of each class
of such securities as the French Franc Certificates deposited
with and held by the Trustee hereunder shall bear to the
entire issue thereof, and upon the receipt of such securities,
with the requisite powers authorizing the transfer thereof, and
not otherwise, the Trustee shall deliver to the Pennsylvania
Company the French Franc Certificates then deposited with
and held by it.
And the Pennsylvania Company shall, in the event men¬
tioned, have the right, if it so elects, to deposit and pledge
17
with the Trustee hereunder at any time after the redemption
or retirement and cancellation of all said French Franc Cer¬
tificates, additional amounts of the said securities held by the
Trustee under the Trust Agreement of May 25, 1906, up to
the entire amount thereof, and upon the deposit and pledge
thereof the Trustee shall, when and as requested by the Penn¬
sylvania Company, issue and deliver to it New Certificates
hereunder in the form and with the endorsement thereon
herein prescribed.
If the Pennsylvania Company shall deposit and pledge all
said securities held by the Trustee under the said Trust Agree¬
ment of May 25, 1906, at the time of the redemption or retire¬
ment and cancellation of the issue of French Franc Certificates,
additional New Certificates shall be issued hereunder to an
amount which, in conjunction with the New Certificates pre¬
viously issued as against the deposit hereunder of French
Franc Certificates, shall be equal to the entire amount of the
New Certificates authorized hereunder, viz., $48,262,500.
If a part, and not all, of the said securities shall be de¬
posited by the Pennsylvania Company, then the additional New
Certificates that may be issued shall be limited to such an
amount as, taken in conjunction with the New Certificates pre¬
viously issued as against the deposit of French Franc Certifi¬
cates, shall be the same proportion of the total authorized
issue of New Certificates hereunder as the value of the
securities deposited with the Trustee hereunder shall be of
the value of all the securities deposited at the time of the
redemption of the French Franc Certificates with the Trustee
under the said Trust Agreement of May 25, 1906.
Sixth : The New Certificates shall pass by delivery, unless
registered as to principal in the name of the holder on the books
of the Pennsylvania Company, at the office of The Pennsylvania
Railroad Company in the City of Philadelphia, Pennsylvania, or
at its office in the Borough of Manhattan, City of New York,
18
New York, such registration being noted on the New Certificates,
and after such registration of ownership, duly certified thereon,
no transfer shall be valid unless made on the books of the
said Pennsylvania Company by the registered holder in per¬
son or by his attorney, duly authorized, and similarly
noted on the New Certificates ; but the same may be discharged
from registration by being transferred to bearer, and there¬
upon transferability by delivery shall be restored. The New
Certificates may again from time to time be registered or trans¬
ferred to bearer, as before. The registration of said New Certifi¬
cates shall not affect the negotiability of the coupons by
delivery.
Both the principal of and interest upon the said New Certifi¬
cates are payable without deduction for any tax or taxes (other
than Federal income taxes) which either the said Pennsylvania
Company, The Pennsylvania Railroad Company or the said
Trustee, or their respective successors or assigns, may be re¬
quired to pay or to retain therefrom under any present or
future law of the United States of America or of the Com¬
monwealth of Pennsylvania.
Seventh : The entire issue of New Certificates is subject to
redemption at the option of the Pennsylvania Company on June
15, 1918, or on any interest day thereafter, at face value and
accrued interest. If the Pennsylvania Company desires to
exercise such option, it shall communicate in writing 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, Pennsylvania,
and two in the City of New York, New York, once a week,
for sixty days prior to the interest day on which such
redemption is to be made, stating that the New Certifi¬
cates are so called and will be so paid by the Pennsyl¬
vania Company at the Office of The Pennsylvania Bailroad
Company in the City of Philadelphia, Pennsylvania, or at
19
its office in the Borough of Manhattan, City of New York,
New York, at face value and accrued interest, and that interest
on the New Certificates will cease on and after the next ensu¬
ing interest day. Such notice having been so given, interest
on the New Certificates then outstanding shall cease on and
after the interest day designated for their payment, and on
presentation and surrender of said New Certificates, with
all unpaid coupons attached, in accordance with the said
notice, the said New Certificates shall and will be paid by the
said Pennsylvania Company. The option of the Pennsylvania
Company as to redemption must, if exercised, apply to the
entire issue of New Certificates then outstanding.
Eighth : The Pennsylvania Company hereby covenants and
agrees with the Trustee and each and every holder of the New
Certificates issued hereunder, as follows :
(a) That it will pay the principal of, and interest upon, every
New Certificate issued by the Trustee hereunder bearing its
endorsement at the dates and places mentioned in said New
Certificates or in the coupons thereto belonging, according to
the true intent and meaning thereof, upon presentation and sur¬
render of the New Certificates and coupons as they respec¬
tively mature, and will forthwith cancel the same.
(5) That it will pay the principal of, and interest upon, all
French Franc Certificates, other than the interest on such of
said French Franc Certificates as shall be deposited with the
Trustee hereunder, when and as such principal or interest shall
become payable.
(c) That it will pay when and as the same shall become
due and payable all taxes and compensation and expenses of
the Trustee or Trustees which are properly payable by it under
the terms of this Trust Agreement and of the said Trust
Agreement of May 25, 1906.
(d) That it will fully comply with the requirements and
obligations of the Trust Agreement of May 25, 1906, in re-
20
spect of the maintenance of the market value of the securi¬
ties deposited and pledged thereunder to secure said French
Franc Certificates.
Ninth : In the event of any sale under the said Trust
Agreement of May 25, 1906, of the securities deposited there¬
under, the Trustee hereunder shall be empowered and entitled
to make claim to and to receive such proportion of the pro¬
ceeds thereof as shall be apportionable to the French Franc
Certificates held by it hereunder as fully to all intents and
purposes as if the said Trustee were the absolute owner of
the French Franc Certificates deposited with and at the time
held by it. In the event of any such sale, the principal of the
New Certificates issued hereunder shall forthwith become due
and payable, and all proceeds of the sale of such securities
which shall be received by the Trustee hereunder shall, after
deduction therefrom of the Trustee's charges, disbursements
and expenses, be paid by it to the holders of New Certificates
issued hereunder in payment of the principal and interest due
thereon upon surrender to the Trustee of such New Certifi¬
cates and the coupons appertaining thereto, if the principal
and interest thereof be thus paid in full, or upon the endorse¬
ment on the same of any lesser amount so paid thereon, and in
the event of such proceeds being insufficient to pay in full
the whole amount of the principal and interest then due and
unpaid upon the outstanding New Certificates hereunder, then
such net proceeds shall be applied to the payment of such
principal and interest without preference or priority of prin¬
cipal over interest, or of interest over principal, or of any in¬
stalment of interest over any other instalment of interest,
ratably, to the aggregate of such principal and the accrued
and unpaid interest. Upon the receipt by the Trustee heie-
under of its proportion of the proceeds of any sale made of
the securities under the Trust Agreement of May 25, 1906,
whether the same be sufficient or insufficient to pay in full the
21
whole amount of the principal and interest due and unpaid
upon the outstanding securities hereunder, the Trustee
shall surrender to the Pennsylvania Company the
French Franc Certificates then deposited with and held by it,
and in the event that the proceeds shall have been insufficient
to pay in full the amount due and unpaid upon the out¬
standing New Certificates hereunder, the Pennsylvania Com¬
pany and The Pennsylvania Railroad Company covenant and
agree, jointly and severally, forthwith to pay to the Trustee
for the benefit of and for disbursement to the holders of said
outstanding New Certificates hereunder any deficiency or sum
which may be due and unpaid on said New Certificates and
coupons, and the said Trustee is hereby authorized to proceed
to collect such deficiency and enforce such payment by any
action or proceeding at law or in equity.
Tenth : The Pennsylvania Company shall have the right at
any time (if not in default in respect of any covenant by it
herein made or upon said New Certificates endorsed) to with¬
draw all or any portion of any securities deposited hereunder
(other than French Franc Certificates), and to substitute
other securities of no less market value than the then market
value of the securities so withdrawn, and the Trustee shall, in
the event of such substitution being desired, from time to time,
on request of the Pennsylvania Company, deliver and trans¬
fer to it such of said securities as shall be requested and
indicated by the said Pennsylvania Company ; provided, how¬
ever, that for the full protection of the Trustee and of the hold¬
ers of the New Certificates issued hereunder, a certificate to the
effect that the securities so to be substituted and deposited are
equal in market value to the market value of the securities to
be withdrawn, shall, at the request of the Trustee, be furnished
by the Pennsylvania Company, duly concurred in and signed
by an executive officer of a responsible trust company in either
of the Cities of New York or Philadelphia. And the Penn-
22
sylvania Company further covenants and agrees that if at any
time after the substitution, under and in accordance with the
provisions of Article Fifth, as security for the New Certificates
issued and to be issued hereunder, of other securities for French
Franc Certificates, the market value of such substituted securi¬
ties shall fall below 120% of the aggregate principal amount
of the New Certificates issued hereunder then outstanding
and unpaid, it will, at the request of the Trustee, deposit such
amount of additional securities as will bring the market value
of the securities deposited and pledged hereunder up to 120%
of the aggregate principal amount of the New Certificates issued
hereunder then outstanding and unpaid ; the market value of
the additional securities deposited, if required by the Penn¬
sylvania Company or by the Trustee, to be substantiated by
a certificate of appraisement, to be furnished by the Pennsyl¬
vania Company and to be concurred in and signed by an ex¬
ecutive officer of a responsible trust company in either of the
Cities of New York or Philadelphia.
If and whenever the market value of the securities, other
than French Franc Certificates, deposited with and held by the
Trustee hereunder shall for a period of six months be in excess
of 120% of the total face value of the New Certificates here¬
under then outstanding and unpaid, the Pennsylvania Com¬
pany may withdraw, and the Trustee shall surrender, securities
of a market value equal to the said excess value over and
above 120% of the total face value of the outstanding New
Certificates.
But whenever and as often as the market value of such
securities retained by the Trustee shall, after such surrender,
fall below 120% of the total face value of the New Certifi¬
cates then outstanding and unpaid, the deficiency in value
shall be made good as above provided.
The joint determination from time to time by the Penn¬
sylvania Company and the Trustee hereunder as to the market
value of any securities deposited or withdrawn hereunder shall
23
be final and conclusive upon the holders of New Certificates,
but whenever it hi desired either by the Pennsylvania Com¬
pany or by the Trustee that the market value of such securi¬
ties shall be otherwise ascertained and determined, such
market value shall be fixed and determined by a certificate
of appraisement to be furnished by the Pennsylvania Com¬
pany and to be concurred in and signed by an executive officer
of a responsible trust company in either of the Cities of New
York or Philadelphia, and the market value as thus deter¬
mined shall be binding and conclusive upon the parties hereto
and upon the holders of New Certificates issued hereunder.
Eleventh : If at any time, after demand by the Trustee or by
any holder of any New Certificate issued hereunder, the Penn¬
sylvania Company and The Pennsylvania Railroad Company
shall make default, or neglect, refuse or omit to pay, when and
as the same become due and payable, the interest upon any of
the New Certificates issued hereunder, as therein provided,
together with the compensation of the Trustee and the ex¬
penses and taxes aforesaid, or to perform any of their covenants
hereunder, and any such default shall continue for sixty days
after such demand, or shall, after demand as aforesaid, make
default, or neglect, refuse or omit to pay the principal sum of
each and all of the said New Certificates intended to be hereby
secured, after the same shall have become due and payable,
then and in either such case the Trustee may, in its discretion,
upon the written request of the holders of one-twentieth in
amount of the said New Certificates then outstanding and
unpaid, and shall, upon the written request of the holders of
one-fourth in amount thereof, proceed, in respect of any French
Franc Certificates which may then be deposited and pledged
hereunder, to exercise any and all the rights, powers and privi¬
leges of absolute ownership thereof, except the right or power
to sell or otherwise dispose of the same, and shall for the benefit
of the holders of the New Certificates issued hereunder enforce
any and all provisions of said French Franc Certificates and of
24
said Trust Agreement of May 25, 1906, and shall for that pur¬
pose be deemed to be possessed of all rights and powers neces¬
sary for such enforcement, provided, however, that any
right of direction and control which may be conferred upon
the holders of a majority in amount of the French Franc
Certificates outstanding under said Trust Agreement of May
25, 1906, shall not be at any time hereafter possessed or
exercised, or caused to be exercised, under any circumstances
by or on behalf of the Pennsylvania Company or The
Pennsylvania Railroad Company or by the Girard Trust
Company, and that such right of direction and control,
as to the exercise of any duties and powers of the Trus¬
tee or Trustees under said Trust Agreement of May 25,
1906, pursuant to any provision thereof other than Article
Seventh thereof, may be exercised by the Trustee under this
Trust Agreement, but only by and with the approval of the
holders of an amount of the New Certificates outstanding
equal to or not less than the number constituting a majority in
amount of the said French Franc Certificates outstanding at
the date hereof under said Trust Agreement of May 25, 1906
(for this purpose the equivalents of francs and dollars being
taken on the basis fixed in the stamp hereinbefore referred to).
In case of any default as aforesaid by the Pennsylvania
Company and The Pennsylvania Railroad Company, the
Trustee may, in its discretion, upon the written request of the
holders of one-twentieth in amount of the said New Certifi¬
cates then outstanding and unpaid, and shall, upon the written
request of the holders of one-fourth in amount thereof, pro¬
ceed, in respect of any securities, other than said French Franc
Certificates, then deposited and pledged hereunder, to sell at
public sale, for the best price that can be obtained therefor,
all such securities then in possession of the Trustee,
or so many thereof as may be necessary to pay all arrears of
interest on the New Certificates and taxes thereon, the com¬
pensation of the Trustee, and all expenses attending as
25
well the execution of this Trust as the said sale, and any-
other costs and charges necessarily incurred in consequence of
such sale and the principal of said New Certificates, if the
same has become payable. In making such sale the Trustee
may sell the securities in such lots or parcels as the Trustee
may deem most beneficial, and may adjourn, from time to
time, at its discretion, the sale of the whole or any part of
said securities.
And it is expressly understood and agreed by and between
the parties hereto that in case of default in the payment of
interest, compensation of the Trustee, expenses, or taxes, as
provided in this Article, or in case of default in the perform¬
ance of any covenant contained in Article Tenth hereof,
then the principal of all said New Certificates shall, upon
written request to the Trustee of the holders of one-fourth of
said New Certificates being made as aforesaid, become due
and payable forthwith, anything herein or in said New Certifi¬
cates contained to the contrary thereof notwithstanding.
And it is further agreed that in the event of any sale either
under this Article or in the enforcement of any other provision
of this Trust Agreement, the net proceeds of such sale shall
forthwith be paid by the Trustee to the holders of the New Cer¬
tificates then outstanding hereunder, upon the surrender of such
New Certificates and coupons appertaining thereto, if the prin¬
cipal and interest thereof be thus paid in full, or upon the en¬
dorsement on the same of any lesser amount so paid thereon,
and in case such net proceeds shall be insufficient to pay in full
the whole amount so due and unpaid upon the said New Cer¬
tificates, then such net proceeds shall be applied to the pay¬
ment of such principal and interest without preference or
priority of principal over interest, or of interest over
principal, or of any instalment of interest over any other in¬
stalment of interest, ratably, to the aggregate of such principal
and the accrued and unpaid interest ; and the Pennsylvania
Company and The Pennsylvania Railroad Company covenant
26
♦
and agree, jointly and severally, in the event that such
net proceeds shall be insufficient to pay in full the said
principal and interest, forthwith to pay to the Trustee, for
the benefit of the holders of said New Certificates and coupons,
any deficiency which may then be due upon or under said
New Certificates and coupons, and upon or under the covenants
by them made and thereon endorsed or in this Trust Agree¬
ment contained, and the said Trustee is herebv authorized to
' •/
enforce payment of such deficiency by any action or proceed¬
ing at law or in equity.
Twelfth : It is further agreed that the action of the Trus¬
tee, whether with or without the demand or request of the
holders of one-twentieth or one-fourth in amount of such New
Certificates then outstanding, in the exercise of any duties
or powers anywhere in this Trust Agreement provided for, shall
at all times, except as otherwise provided in Article Eleventh
and Article Fourteenth hereof, be subject to the direction
and control of the holders of a majority in amount of the
New Certificates then issued and outstanding, whenever such
majority shall give direction and exercise such control ;
provided that any action taken by the Trustee as in this Trust
Agreement provided, before such majority shall give such di¬
rection or exercise any such control, shall be binding and
sufficient.
Thirteenth : It is hereby covenanted and agreed that
upon any sale under or pursuant to any provision of this
Trust Agreement, the purchaser or purchasers thereat shall
be entitled, in making payment of the purchase price, to
turn in or apply toward the payment of the purchase price any
of the New Certificates and any matured and unpaid coupons,
reckoning such New Certificates and coupons for that purpose
at a sum equal to and not exceeding that which would be pay¬
able out of the net proceeds of said sale to the holders of said
27
New Certificates and coupons so turned in as Ms or their just
share thereof, but the Trustee may require the payment in
cash from any purchaser or purchasers of such proportion of
the purchase price as may be necessary to cover and provide for
the expenses of said sale, the compensation and expenses of
said Trustee, as well as any taxes or charges payable out of or
chargeable against the proceeds of sale. New Certificates and
coupons so used or applied in payment shall be deemed to be
paid to the extent to which they were accepted in payment of
the purchase price, and the extent to which payment thereof
shall have been thus made shall be indicated by an appropriate
endorsement or notation by the Trustee upon the New Certifi¬
cates.
Fourteenth : It is further provided and agreed that nothing
in any Article of this Trust Agreement contained or done or
omitted to be done in pursuance thereof, shall be construed
to impair, limit or affect, or to authorize the impairment
or limitation of any of the rights of holders of French
Franc Certificates not stamped and deposited hereunder nor
any of the rights, duties and powers of the Trustee or Co-
Trustee under said Trust Agreement of May 25, 1906, to exer¬
cise, in respect of holders of such French Franc Certificates
not stamped and deposited hereunder, all the rights and
remedies conferred by said Trust Agreement and by the French
Franc Certificates to the fullest extent for the benefit and
protection, and the enforcement of the rights and interests, of
holders of such French Franc Certificates not so stamped and
deposited hereunder (irrespective of the French Franc Certifi¬
cates stamped and deposited hereunder) ; and in cases of default
specified in said Trust Agreement of May 25,1906, the power of
the Trustee hereunder, either with or without the approval of
the holders of New Certificates, shall not be exercised in such
manner as to prevent the principal of all such French Franc
Certificates not so stamped and deposited hereunder from be-
28
coming forthwith thereupon doe and payable, and being so
declared to be forthwith due and payable, nor in such manner
as to prevent the sale of the securities in the possession of
said Trustee and Co-Trustee under said Trust Agreement of
May 25, 1906, at the time of such default, and the payment
over to the French Banks referred to in said Trust Agreement
of the net proceeds of such sale payable to the holders of
French Franc Certificates not so stamped and deposited
hereunder.
Fifteenth : If the said Pennsylvania Company shall at an
time present to the Trustee the whole outstanding issue of
said New Certificates issued hereunder, the said Trustee shall
and will thereupon receive and cancel said New Certificates,
or, at the option of the said Pennsylvania Company, destroy
the same, and re-deliver to the said Pennsylvania Company, or
to any person or persons designated by it, all the collateral
securities held for the purposes of this Trust.
Sixteenth : Until default shall be made by the Pennsyl¬
vania Company and The Pennsylvania Railroad Company in
the payment of the interest, compensation of the Trustee, ex¬
penses, or taxes, or in the payment of the principal, as herein¬
before provided, or in respect of any other covenant or con¬
dition hereunder, the said Trustee shall permit and suffer
the Pennsylvania Company to retain and exercise all the
rights, powers and privileges belonging or incident to the
ownership of French Franc Certificates or other securities
deposited and pledged hereunder, save and except the pos¬
session and custody thereof, and save and except as re¬
stricted by Eleventh and Fourteenth Articles hereof ; and the
coupons of the French Franc Certificates held by the Trustee
hereunder shall (when and as they mature) be cancelled, and
such cancelled coupons, if requested by it, shall be surrendered
to the Pennsylvania Company. Until such default shall occur,
29
said Trustee covenants and agrees that it will not cause said
French Franc Certificates or other securities, or any of them,
to be transferred to itself or to any other corporation or
person.
Seventeenth : In the event of the resignation, neglect, refusal
or incapacity to act of the said Trustee, or any successor in
the Trust, the said Pennsylvania Company shall, by resolution
of its Board of Directors, appoint a new Trustee or Trustees
to fill any vacancy so caused ; and such appointment may and
shall be made successively, from time to time, as often during
the continuance of this Trust as occasion may arise. Any
such new Trustee or Trustees shall by virtue of such appoint¬
ment, forthwith succeed to, and possess and enjoy, all of the
duties, rights and powers of the Trustee under this Trust
Agreement, and wherever the word " Trustee " is used herein
it shall be understood to apply to and include any new Trustee
or Trustees so appointed.
Eighteenth : It is hereby further covenanted and agreed, and
this Trust is accepted upon the express condition, that neither
the said Trustee nor any successors in the Trust shall assume or
incur any liability for the payment of the principal or interest
of any New Certificates issued hereunder, or shall incur any re¬
sponsibility or liability by reason of permitting and allowing
the said Pennsylvania Company to retain and exercise all
the rights, powers and privileges belonging or incident to the
ownership of said securities, as provided by the Sixteenth
Article hereof ; nor shall the said Trustee, or any successors
in the Trust, be in any way responsible for any other matter
or thing whatever except the negligent, wilful or intentional
breaches by such Trustee of the Trust herein expressed and
contained ; and the said Trustee, or any successors in the
Trust, shall not at any time be bound or required to under¬
take any proceeding at law or in equity, or otherwise,
for the protection of the holders of the New Certificates, in-
30
volving expenditure of or liability for the payment of money,
unless, if the Trustee shall so require, adequate indemnity
against such liability or outlay shall be furnished by the hold¬
ers of the New Certificates asking such action or proceeding.
Nineteenth : The said Pennsylvania Company and The
Pennsylvania Railroad Company shall, from time to time,
execute such other and further instruments or assurances as
may be necessary or requisite to carry out the purposes
hereof.
Twentieth : If the principal and interest of said New Cer¬
tificates issued as aforesaid shall be paid to the holders, when
and as the same shall become due, according to the tenor
and effect thereof, and in accordance with the provisions of
this Trust Agreement, then the said Trustee shall cancel and
destroy said New Certificates, and thereupon all the said
securities pledged and deposited with the said Trustee shall at
once be re-delivered by the said Trustee to the said Pennsyl¬
vania Company, and, upon such delivery and full settlement
of its trust account, the said Trustee shall be thenceforth dis¬
charged from further duties under this Trust Agreement.
Twenty-first : The Pennsylvania Railroad Company hereby
guarantees and agrees to and with the Trustee and each and
every holder of said New Certificates that the covenants and
undertakings of the said Pennsylvania Company upon said New
Certificates endorsed, and also its covenants and undertakings
herein contained, shall be fully kept, observed and performed,
and hereby further covenants and agrees that in case there
should be default on the part of the Pennsylvania Company in
making payments in accordance with the terms of said New
Certificates and of this Trust Agreement or in fulfilling
any of the other covenants by it made hereunder, then The
Pennsylvania Railroad Company will promptly pay the said
interest, compensation of the Trustee, expenses, and taxes,
31
also the principal of the said New Certificates as the same may
from time to time respectively mature or become due, and will
duly and punctually perform the other covenants and under¬
takings herein made by said Pennsylvania Company ; and The
Pennsylvania Railroad Company hereby waives any possible
defenses arising out of its relation as guarantor or surety
upon said New Certificates and in respect of its covenants
hereunder, and likewise covenants and agrees that it will not
avail of or assert any such defenses to defeat or delay the
prompt and punctual performance or enforcement of its
agreement to pay said amounts due hereunder, and under said
New Certificates, and to perform the covenants thereof and of
this Trust Agreement, in the event that for any reason what¬
soever said Pennsylvania Company shall fail, refuse or neglect
to pay said amounts or perform said covenants.
Twenty-second : It is further expressly understood and
agreed by and between the parties hereto that any action or
proceeding at law or in equity to enforce any of the covenants
of the said Pennsylvania Company, or the covenants of said
The Pennsylvania Railroad Company contained in said New
Certificates, the endorsement and guaranty thereon, the
coupons attached thereto, or in this Trust Agreement, shall
be in the name of the said Trustee for the benefit of the hold¬
ers of all New Certificates then outstanding and unpaid ; pro¬
vided that if the Trustee shall refuse or neglect to institute
proper proceedings within a reasonable time after request of the
holders of one-fourth in amount of the New Certificates then
outstanding filed with the Trustee, with an offer of reasonable
indemnity, then any holder of any New Certificate or of any
coupon appertaining thereto shall have the right to institute
any action at law or in equity thereupon or growing ont of any
provision thereof, or of this Trust Agreement, or for the
enforcement of this Trust Agreement, and any recovery in any
action or other proceeding instituted by the holder of any
32
New Certificate or of any coupon shall be for the equal pro
rata benefit of all outstanding New Certificates similarly
situated.
In witness whereof the parties have caused their respective
corporate names to be hereunto subscribed by their respective
Presidents or Vice-Presidents, and their respective corporate
seals to be hereunto affixed, duly attested by their respective
Secretaries or Assistant Secretaries, the day and year first
above written.
Pennsylvania Company,
By
Attest :
Attest :
Attest :
Vice-President.
Secretary.
The Pennsylvania Kailroad Company,
By
Vice-President,
Secretary.
Girard Trust Company,
By
President.
Secretary.
33
State of Pennsylvania, )
> ss. :
City and County of Philadelphia, )
Be it remembered, that on this day of September,
A. D., one thousand nine hundred and fifteen (1915), before
me, the subscriber, a Notary Public for the said State of
Pennsylvania, residing in the said City and County of Phila¬
delphia, personally appeared ,
who, being by me duly sworn according to law, deposed and
said that he is the Secretary of the
Pennsylvania Company, one of the corporations named in, and
one of the parties to the foregoing Agreement, and that he saw
the corporate seal of said Company affixed thereto ; that
, the Vice-President of the
said Company, did then sign, seal and deliver the said Agree¬
ment as his act and deed, and as the act and deed of the said
Company, by virtue of the authority vested in him as such
Vice-President, pursuant to resolution of the Board of Di¬
rectors of said Company duly adopted ; that the seal so affixed
is the common corporate seal of said Company ; that the depo¬
nent at the same time signed his name to said Agreement as said
Secretary in attestation of the due execution and
delivery thereof ; and that the names of the said Vice-Presi¬
dent and of this deponent subscribed to said Agreement as
aforesaid are of their own proper and respective hand¬
writings.
Sworn and subscribed to be- ]
fore me the day and year
aforesaid.
Witness mv hand and official
seal.
Notary Public,
Commission expires
34
State or Pennsylvania, )
> ss. :
City and County of Philadelphia, )
Be it remembered, that on this day of September,
A. D. one thousand nine hundred and fifteen (1915), be¬
fore me, the subscriber, a Notary Public for said State of
Pennsylvania residing in said City and County of
Philadelphia, personally appeared
, who, being duly sworn according to law, deposed
and said that he is the Secretary of The Penn¬
sylvania Railroad Company, one of the corporations named
in, and one of the parties to the foregoing Agreement, and that
he saw the corporate seal of said Company affixed thereto ; that
, the Vice-President of said
Company, did then sign, seal and deliver said Agreement as
his act and deed, and as the act and deed of the said Company,
by virtue of the authority vested in him as such Vice-Presi¬
dent, pursuant to resolution of the Board of Directors
of said Company duly adopted ; that the seal so affixed
is the common corporate seal of said Company ; that
the deponent at the same time signed his name
to said Agreement as said Secretary in attestation
of the due execution and delivery thereof ; and that the names
of the said Vice-President and of this deponent subscribed to
the said Agreement as aforesaid are of their own proper and
respective handwritings.
Sworn and subscribed to before me )
me the day and year aforesaid. >
Witness mv hand and official seal. S
4/
Notary Public.
Commission expires
35
State of Philadelphia, 1
City and County of Philadelphia, )
Be it remembered, that on this
ss. :
day of Sep¬
tember, A. D., one thousand nine hunded and fifteen (1915),
before me, the subscriber, a Notary Public for the said State
of Pennsylvania, residing in the said City and County of
Philadelphia, personally appeared
to law, deposed and said that he is the Secretary of
the Girard Trust Company, one of the corporations
named in, and one of the parties to the foregoing Agreement,
and that he saw the corporate seal of said Company affixed
of the said Company, did then sign, seal and deliver the said
Agreement as his act and deed, and as the act and deed of
the said Company, by virtue of the authority vested in him
as such President, pursuant to resolution of the Board
of Directors of said Company duly adopted ; that the
seal so affixed is the common corporate seal of said Company ;
that the deponent at the same time signed his name to said
Agreement as said Secretary in attestation of the due execution
and delivery thereof ; and that the names of the said President
and this deponent subscribed to said Agreement as aforesaid
are of their own proper and respective handwritings.
Sworn and subscribed to before me }
the day and year aforesaid. >
Witness my hand and official seal. S
who, being duly sworn according
thereto ; that
, the President
Notary Public.
My commission expires
[13478]
5556 042 153684
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