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 {Trust agreement 
 
 CANADIAN GENERAL ELECTRIC COMPANY, LIMITED 
 
 AND 
 
 GUARANTY TRUST COMPANY OF NEW YORK 
 
 AS TRUSTEE 
 
 Dated April I, 1922 
 
 TWENTY-YEAR GOLD DEBENTURES 
 
 Prloted In the United States by The Evening Post Job Printing Office. Inc., 154 Pulton St., New York. N. Y. 
 
Digitized by the Internet Archive 
 in 2017 with funding from 
 
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 https://archive.org/details/trustagreementcaOOcana 
 
€TI)1S Agreement dated the first day of April, 1922, 
 between Canadian General Electric Company, Limited, 
 a corporation duly organized and existing under the laws 
 of the Dominion of Canada (hereinafter called the “Com¬ 
 pany”), party of the first part, and Guaranty Trust 
 Company of New York, a corporation duly organized 
 and existing under the laws of the State of New 
 York, United States of America (hereinafter called the 
 “Trustee”), party of the second part. 
 
 Whereas, for its lawful corporate purposes the Com¬ 
 pany has duly authorized the issue of its Twenty-Year 
 Gold Debentures (hereinafter called the “debentures”), 
 for the aggregate principal amount of ten million dollars 
 ($10,000,000), to be dated April 1, 1922, to be payable 
 April 1, 1912, to be redeemable at the option of the Com¬ 
 pany before maturity as hereinafter provided, and to be 
 issued in series; and 
 
 Whereas, the debentures of Series A hereinafter pro¬ 
 vided for, the interest coupons attached thereto, and the 
 Trustee’s certificate provided to be executed on all the 
 debentures, are to be substantially in the following 
 form (with appropriate changes as lo denominations, in¬ 
 terest rate, redemption price and minimum amounts (if 
 any) redeemable at any one time in the case of debentures 
 of other series) : 
 
 [form of debenture of series a] 
 
 No. $1,000. 
 
 Dominion of Canada 
 
 CANADIAN GENERAL ELECTRIC COMPANY, 
 LIMITED. 
 
 Twenty-Year Gold Debenture, 0% Series A. 
 
 Canadian General Electric Company, Limited, a 
 corporation organized and existing under the laws of 
 
the Dominion of Canada (hereinafter called the Com¬ 
 pany), for value received, hereby promises to pay to 
 bearer, or if this debenture be registered, to the regis¬ 
 tered holder hereof, on the first day of April, 1942, one 
 thousand dollars (f1,000) in gold coin of the United 
 States of America of or equal to the standard of weight 
 and fineness existing on April 1, 1922, at the principal 
 office of Guaranty Trust Company of New York in the 
 Borough of Manhattan, City of New York, United States 
 of America, and to pay interest thereon from April 1, 
 1922, in like gold coin at said office at the rate of six 
 per cent (0%) per annum, semi-annually on the first day 
 of April and the first day of October in each year, until 
 payment of said principal sum, but only upon presenta¬ 
 tion and surrender of the annexed coupons as they 
 severally mature, without deduction from principal or 
 interest of or for any tax, assessment or governmental 
 charge now or hereafter levied or imposed by the 
 Dominion of Canada or by any province, county, munici¬ 
 pality or any other taxing authority thereof or therein. 
 
 This debenture is one of a duly authorized issue of 
 debentures of the Company known as its Twenty-Year 
 Gold Debentures, limited to the aggregate principal 
 amount of $10,000,000, all issued and to be issued under 
 and pursuant to an Agreement dated April 1, 1922, duly 
 executed by the Company to Guaranty Trust Company 
 of New York, a corporation of the State of New York, as 
 Trustee, to which Agreement reference is hereby made 
 for a description of the terms and conditions on which 
 such debentures are issued and of the rights of the 
 Trustee and the holders of the debentures thereunder. 
 
 At the option of the Company the debentures of 
 Series A may be redeemed on any interest payment date 
 prior to maturity, either as a whole or in amounts of not 
 less than $1,000,000 principal amount at any one time, on 
 at least sixty (00) days written notice by publication once 
 a week for six (6) successive weeks in one daily newspaper 
 published in the Borough of Manhattan, City of New 
 York, and in one daily newspaper published in the City of 
 Toronto, Ontario, all as provided in said Agreement, at 
 the principal amount and accrued interest, together with 
 premiums as follows: a premium of seven and one-half 
 
3 
 
 per cent (7*4%) if redeemed on or before April 1, 1932, 
 five per cent (5%) if redeemed thereafter and on or 
 before April 1, 1937, four per cent (4%) if redeemed 
 thereafter and on or before April 1, 1938, three per cent 
 (3%) if redeemed thereafter and on or before April 1, 
 1939, two per cent (2%) if redeemed thereafter and on 
 or before April 1, 1940, or one per cent (1%) if redeemed 
 thereafter prior to maturity. 
 
 In case of the happening of an event of default as 
 specified in said Agreement, the principal of this deben¬ 
 ture and of all other debentures of this issue may be 
 declared and may become due and payable forthwith 
 in the manner and with the effect provided in said 
 Agreement. 
 
 Unless registered as herein provided the debentures 
 shall pass by delivery. Any debenture may be regis¬ 
 tered as to principal in the name of the holder at the 
 principal office of the Trustee in the Borough of Man¬ 
 hattan, City of New York, such registry being noted on 
 the debenture, after which no transfer shall be valid 
 unless made on such register by the registered holder in 
 person or by attorney duly authorized and similarly noted 
 on the debenture; but the same may be discharged from 
 registry by a like transfer to bearer noted on the deben¬ 
 ture, and thereupon transferability by delivery shall be 
 restored. Such registration shall not affect the negotia¬ 
 bility of the coupons, which shall continue to be payable 
 to bearer and transferable by delivery. 
 
 No recourse shall be had for the payment of the prin¬ 
 cipal or interest of this debenture, or for any claim based 
 thereon or under the Agreement under which this deben¬ 
 ture is issued, against any shareholder, officer or director 
 of the Company or of any successor company, all such 
 individual liability being by the acceptance hereof ex¬ 
 pressly waived and released. 
 
 This debenture shall not become obligatory for any 
 purpose until authenticated by the Trustee upon the cer¬ 
 tificate hereon provided for such purpose. 
 
 In witness whereof, Canadian General Electric 
 Company, Limited, has caused this debenture to be 
 signed in its name and on its behalf by its President or a 
 
4 
 
 Vice-President and by its Secretary or an Assistant Sec¬ 
 retary, and its corporate seal to be hereto affixed, and 
 coupons for interest bearing the engraved facsimile signa¬ 
 ture of its Secretary to be attached hereto. Dated the 
 first day of April, 1922. 
 
 Canadian General Electric Company, Limited 
 
 President. 
 
 Secretary. 
 
 [form of interest coupon of series a debenture.] 
 No. $30. 
 
 On the first day of 19 , Canadian 
 
 General Electric Company, Limited, will pay to bearer 
 on surrender of this coupon, thirty dollars ($30) in 
 United States gold coin, at the principal office of Guar¬ 
 anty Trust Company of New York in the Borough of 
 Manhattan, City of New York, being six months interest 
 then due on its Twenty-Year Gold Debenture, 6% Series 
 
 A, No., unless such debenture shall have been 
 
 called for previous redemption. 
 
 Secretary. 
 
 [form of trustee’s certificate on all debentures.] 
 
 This is one of the debentures described in the within 
 mentioned Trust Agreement. 
 
 Guaranty Trust Company of New York, 
 
 Trustee. 
 
 By. 
 
 And whereas the execution of this Agreement and 
 the issuance of five million dollars ($5,000,000) prin¬ 
 cipal amount of said debentures to be known as “6%, 
 
Series A”, and to conform to the provisions hereinafter 
 contained, has been duly authorized by the share¬ 
 holders and by the Board of Directors of the Company at 
 meetings duly called and held, and all things necessary 
 to make the debentures, when authenticated by the Trus¬ 
 tee, valid, legal and binding obligations of the Company, 
 and to make this Agreement a valid and binding agree¬ 
 ment for the enforcement of the payment of the deben¬ 
 tures and interest thereon, have been done and performed, 
 and the issue of these debentures and of this Agreement 
 have been in all respects duly authorized: 
 
 Now, therefore, in consideration of the premises and 
 of the sum of one dollar duly paid by the Trustee to the 
 Company, the receipt of which is hereby acknowledged, 
 the Company covenants and agrees with the Trustee, for 
 the equal benefit of all present and future holders of said 
 debentures and coupons, as follows: 
 
 ARTICLE ONE. 
 
 Form, Execution and Issue of Debentures. 
 
 Section 1. The debentures shall be issued in series, 
 each series to be designated by such distinguishing letter 
 as the Company may determine and the Trustee may 
 approve. The debentures, coupons and Trustee’s certifi¬ 
 cate shall be substantially in the form hereinabove set 
 forth, with any appropriate and necessary changes in re¬ 
 spect to denominations, interest rate and/or redemption 
 provisions in the form of debentures and coupons of 
 series other than Series A. The debentures shall be known 
 as the Company’s Twenty-Year Gold Debentures, shall be 
 dated April 1, 1922, and payable April 1, 1912, and shall 
 bear interest as hereinafter provided, payable semi-annu¬ 
 ally on the first day of April and the first day of October 
 in each year, until payment of the principal sum, both 
 
6 
 
 principal and interest to be payable in gold coin of the 
 United States of America of or equal to the standard of 
 weight and fineness existing on April 1, 1922. The deben¬ 
 tures may contain such specifications as may be required 
 to conform to any rule of the New York Stock Exchange 
 or any other stock exchange and any usage with respect 
 thereto. 
 
 Five million dollars ($5,000,000) principal amount of 
 the debentures shall constitute Series A. Debentures of 
 Series A shall be issued in denominations of $1,000, num¬ 
 bered consecutively M-l and upwards, and shall bear in¬ 
 terest at the rate of six per cent. (6%) per annum, and 
 shall be redeemable before maturity at the option of the 
 Company as a whole or in amounts of not less than 
 $1,000,000 principal amount at any one time, on any 
 interest payment date in the manner hereinafter pro¬ 
 vided in Article Three hereof, at the principal amount 
 thereof and accrued interest to the date of redemption, 
 together with a premium of seven and one-half per cent. 
 (7 1 /o%) if redeemed on or before April 1, 1932, or to¬ 
 gether with a premium of five per cent. (5%) if redeemed 
 thereafter and on or before April 1, 1937, or together with 
 a premium of four per cent. (4%) if redeemed thereafter 
 and on or before April 1,1938, or together with a premium 
 of three per cent. (3%) if redeemed thereafter and on or 
 before April 1, 1939, or together with a premium of two 
 per cent. (2%) if redeemed thereafter and on or before 
 April 1, 1940, or together with a premium of one per cent. 
 (1%) if redeemed thereafter prior to maturity. 
 
 Debentures of series other than Series A shall be in all 
 respects like Series A except that the debentures of any 
 other series shall be of such denominations and numbered 
 in such manner and shall bear such rate of interest and be 
 redeemable at such prices (not less than par) and in such 
 minimum amounts (if any) upon any partial redemption, 
 
7 
 
 as may be determined by the Board of Directors of the 
 Company at the time of the creation of snch series. 
 
 Section 2. All debentures shall be executed on be¬ 
 half of the Company by its' President or a Vice-Presi¬ 
 dent and by its Secretary or an Assistant Secretary, 
 and shall be delivered to the Trustee for authentication by 
 it; and thereupon, as provided in this Agreement and not 
 otherwise, the Trustee shall authenticate and shall deliver 
 the same. Only such debentures as shall bear thereon en¬ 
 dorsed a certificate of authentication substantially in the 
 form hereinabove recited, signed by the Trustee, shall be 
 entitled to any right or benefit under this Agreement. No 
 debenture or coupon thereunto appertaining shall be valid 
 or obligatory for any purpose until such certificate shall 
 have been duly endorsed upon such debenture, and such 
 authentication by the Trustee upon any debenture 
 shall be conclusive evidence that the debenture so au¬ 
 thenticated has been duly issued hereunder, and that the 
 holder is entitled to the benefit of the trust hereby created. 
 The Trustee shall not authenticate or deliver any deben¬ 
 tures unless all coupons thereon then matured shall 
 have been detached and cancelled. 
 
 In case any of the officers of the Company who shall 
 have signed any of the debentures shall cease to be such 
 officers of the Company before the debentures so signed 
 shall have been actually authenticated and delivered by 
 the Trustee, such debentures may nevertheless be adopted 
 by the Company, and be issued, authenticated and de¬ 
 livered as though the persons who signed such debentures 
 had not ceased to be officers of the Company; and also any 
 debenture may be signed in behalf of the Company by such 
 persons as at the actual date of the execution of the deben¬ 
 ture shall be proper officers of the Company, although 
 at the time of the date or at the time of the issue of the 
 debenture any such person shall not have been an officer 
 
8 
 
 of the Company. The coupons to be attached to the deben¬ 
 tures shall be authenticated by the facsimile signature 
 of the present Secretary or any future Secretary of the 
 Company, and the Company may adopt and use for that 
 purpose the facsimile signature of any person who shall 
 have been such Secretary, notwithstanding the fact that 
 he may have ceased to be such Secretary at the time when 
 such debentures shall be actually authenticated and 
 delivered. 
 
 Section 3. The aggregate principal amount of deben¬ 
 tures which may be executed by the Company and authen¬ 
 ticated by the Trustee is limited to the sum of ten 
 aiillion dollars ($10,000,000), except as provided in 
 Section 6 hereof. Forthwith upon the execution and 
 delivery of this Agreement, or from time to time there¬ 
 after, debentures in the principal amount of ten million 
 dollars ($10,000,000) may be executed by the Company 
 and delivered to the Trustee for authentication and 
 thereupon shall be authenticated and delivered by the 
 Trustee upon the written order of the Company signed 
 by its President or any Vice-President. In the case of a 
 series other than Series A the Company shall deliver to 
 the Trustee a copy of a resolution certified by its Secre¬ 
 tary or an Assistant Secretary to have been duly adopted 
 by the Board of Directors of the Company, creating such 
 other series of debentures and establishing the denomina¬ 
 tions, interest rate and redemption price or prices in 
 respect to such series, and the minimum amount (if any) 
 redeemable at any one time, and authorizing the issue 
 thereof. 
 
 Section 4. The Company at the principal office of the 
 Trustee in the Borough of Manhattan, City of New York, 
 will keep a sufficient register or registers of debentures, 
 and upon presentation for such purpose at such office the 
 Company will under such reasonable regulations as it 
 may prescribe register therein as to principal any deben¬ 
 tures so presented to it. 
 
9 
 
 The holder of any debenture may have the ownership 
 thereof registered at said office, such registry being noted 
 on the debenture, after which no transfer shall be valid 
 unless made on such register by the registered holder in 
 person or by attorney duly authorized and similarly noted 
 on the debenture; but the same may be discharged from 
 registry by a like transfer to bearer noted on the deben¬ 
 ture, and thereupon transferability by delivery shall be re¬ 
 stored; but it may again, from time to time, be registered 
 or transferred to bearer as before. Such registration shall 
 not affect the negotiability of the coupons, which shall 
 continue to be payable to bearer and transferable by 
 delivery. 
 
 Section 5. As to all debentures registered as to prin¬ 
 cipal, the person in whose name the same shall be regis¬ 
 tered shall for all purposes of this Agreement be deemed 
 and regarded as the absolute owner thereof, and payment 
 of or on account of the principal of such debenture shall 
 be made only to or upon the order of such registered 
 holder thereof. All such payments shall be valid and 
 effectual to satisfy and discharge the liability upon such 
 debentures to the extent of the sum or sums so paid. The 
 Company and the Trustee may deem and treat the bearer 
 of any debenture which shall not at the time be registered 
 as to principal, and the bearer of any coupon for interest 
 on any debenture, whether such debenture be registered 
 or not, as the absolute owner of such debenture or coupon 
 for the purpose of receiving payment thereof and for all 
 other purposes whatsoever, whether such debenture or 
 coupon be overdue or not, and neither the Company nor 
 the Trustee shall be affected by any notice to the contrary. 
 
 Section 6. In case any debenture with the coupons 
 thereto appertaining shall be mutilated or destroyed or 
 
10 
 
 lost, the Company in its discretion may issue, and there¬ 
 upon the Trustee shall authenticate and deliver, a new 
 debenture of like tenor, bearing the same number, in 
 exchange and substitution for, and upon cancellation of, 
 the mutilated debenture and its coupons, or in lieu of 
 and in substitution for, the debenture and its coupon so 
 destroyed or lost. The applicant for such substituted 
 debenture shall furnish to the Company and the Trustee 
 satisfactory evidence of the destruction or loss of such 
 debenture and its coupons so destroyed or lost, and said 
 applicant shall furnish indemnity satisfactory to both 
 of them in their discretion. 
 
 Section 7. Until permanent engraved coupon deben¬ 
 tures, payable to bearer, are ready for delivery there may 
 be issued, authenticated and delivered in lieu thereof, upon 
 the conditions hereinabove stated, temporary debentures 
 payable to bearer, but without coupons, in such denomina¬ 
 tions as the Company shall determine, and otherwise sub¬ 
 stantially of the tenor of the debentures hereinabove 
 described, and as soon as such permanent coupon deben¬ 
 tures can be prepared the Company will execute and the 
 Trustee will authenticate and deliver the same with all 
 unmatured coupons thereto attached in exchange for such 
 temporary debentures. Until so exchanged, such tem¬ 
 porary debentures shall in all respects be entitled to the 
 same benefit of this Agreement as permanent debentures 
 issued and authenticated hereunder. Every temporary 
 debenture surrendered in exchange for permanent deben¬ 
 tures shall be destroyed. Any interest on any temporary 
 debenture paid prior to any exchange of such temporary 
 debenture for a permanent debenture or debentures, shall 
 be noted in writing upon such temporary debenture. 
 
11 
 
 ARTICLE TWO. 
 
 Particular Covenants of the Company. 
 
 Section 8. The Company covenants that it will duly 
 and punctually pay the principal and interest of all 
 debentures issued hereunder at the dates and place and 
 in the manner mentioned in the said debentures or in 
 the coupons thereto belonging, according to the true 
 intent and meaning thereof. The Company will pay both 
 the principal and interest of said debentures without de¬ 
 duction of or for any tax, assessment or governmental 
 charge now or hereafter levied or imposed by the Domin¬ 
 ion of Canada or by any province, county, municipality 
 or any other taxing authority thereof or therein. When 
 and as debentures and coupons are paid they shall be 
 cancelled, and no debentures shall be issued in place 
 thereof. 
 
 Section 9. The Company covenants that it will main¬ 
 tain an office or agency at the principal office of Guaranty 
 Trust Company of New York in the Borough of Man¬ 
 hattan, Citj' of New York, while any of said debentures 
 are outstanding, where notices, presentations and de¬ 
 mands to or upon the Company in respect of said deben¬ 
 tures or their coupons may be given or made. In default 
 of any such office or agency, presentation and demand 
 may be made and notice served at the office of the Trustee. 
 
 Section 10. The term “subsidiary” as used in this 
 Agreement shall mean (a) Canadian Allis-Chalmers, 
 Limited (a corporation incorporated under the Laws of 
 the Dominion of Canada), (b) certain other Canadian 
 companies now inoperative and included in the Com¬ 
 pany's consolidated balance sheet of December 31, 1921, 
 of which companies the Company owns all the outstand- 
 
12 
 
 ing shares (except directors’ qualifying shares), and (c) 
 any company in which the Company or any subsidiary 
 may in the future either separately or in the aggregate 
 acquire more than fifty per cent. (50%) of the outstand¬ 
 ing voting shares, any such last named company to be 
 deemed a subsidiary only so long as such ownership of 
 voting shares is retained. 
 
 Section 11. The Company covenants that except as 
 hereinafter expressly permitted, it will not directly or in¬ 
 directly mortgage, pledge or create any charge upon any of 
 its property or assets, unless the Company shall in the in¬ 
 strument creating such mortgage, pledge or charge secure 
 the carrying out of this Agreement and the payment of the 
 principal and interest of all debentures issued and issu¬ 
 able hereunder in priority to any indebtedness or obliga¬ 
 tions secured by such mortgage, pledge or charge. In 
 case of a breach of this covenant, in addition to any other 
 remedy herein provided upon such breach, the Company 
 hereby creates a lien and charge in favor of every deben¬ 
 ture issued and issuable hereunder prior and superior to 
 the lien in favor of any other indebtedness or obligati ms 
 secured by any mortgage, pledge or charge not herein per¬ 
 mitted. To make this covenant fully effectual, the Com¬ 
 pany hereby includes under and secures by any mortgage, 
 pledge, deed of trust or other instrument or agreement of 
 charge hereafter made or executed by the Company or its 
 successor not herein permitted, any and all debentures 
 then or at any time thereafter issued and outstanding 
 hereunder, with the same force and effect as though each 
 and every such debenture were specifically named and in¬ 
 cluded in such future mortgage, pledge, deed of trust or 
 other instrument or agreement of charge as having a lien 
 prior to any indebtedness or other obligations created or 
 issued thereunder and secured thereby. 
 
13 
 
 The Company further covenants that except as herein¬ 
 after expressly permitted it will not permit any sub¬ 
 sidiary to mortgage, pledge or create any charge upon 
 any of its property or assets, unless the Company shall 
 forthwith acquire and hold free from any lien or charge all 
 of the indebtedness and/or obligations created or issued 
 thereunder and secured thereby; all such indebtedness 
 and/or obligations until paid shall continue to be held 
 free from lien or charge by the Company, unless pledged 
 or hypothecated by some instrument under which all de¬ 
 bentures issued and issuable hereunder shall have a prior 
 lien as hereinabove provided. 
 
 Nothing in this Section shall be construed to prevent 
 (1) the pledge by the Company or any subsidiary of per¬ 
 sonal property (other than shares of subsidiaries) in the 
 ordinary course of business to secure obligations maturing 
 not later than eighteen (18) months from the date thereof, 
 or (2) the purchase of property by the Company or 
 any subsidiary subject to any existing mortgage or 
 lien, or (3) at the time of the acquisition by the 
 Company or any subsidiary of any new property, the 
 execution by the Company or such subsidiary of a pur¬ 
 chase money mortgage or a mortgage in the nature of a 
 purchase money mortgage on such property. 
 
 Section 12. The Company covenants that it will not 
 sell, dispose of or part with the control of any voting 
 shares of Canadian Allis-Chalmers, Limited, at any time 
 to such extent as would reduce the Company’s ownership 
 of such voting shares to less than a majority of the total 
 voting shares thereof, and that it will not permit Cana¬ 
 dian Allis-Chalmers, Limited, to issue any additional of 
 its voting shares unless the Company shall acquire suf¬ 
 ficient thereof to maintain ownership of at least a major¬ 
 ity of the voting shares thereof. 
 
14 
 
 Section 13. The Company covenants that if at any 
 time it shall sell or otherwise dispose of any substantial 
 amount of real estate or any substantial part of its manu¬ 
 facturing plants or property, or any substantial holding 
 of shares in any subsidiary, or shall receive from any sub¬ 
 sidiary a distribution of a substantial sum arising from 
 a similar sale or other disposition by such subsidiary, the 
 Company will within six months after any such sale or 
 distribution and receipt, either (a) apply the pro¬ 
 ceeds to the acquisition by the Company of other real 
 estate, manufacturing plants or property or additions 
 thereto, including machinery and equipment, or to the 
 acquisition of controlling interests in corporations by 
 purchase or completion of purchase of a majority of the 
 voting shares thereof, or to the acquisition of additional 
 voting or other shares or securities of or in corporations 
 of which the Company shall own a majority of the voting 
 shares, or to reimburse itself for expenditures made by 
 it for any such acquisition made subsequent to the date 
 of this Agreement and not more than eighteen (18) 
 months prior to such sale or distribution and receipt, 
 or (b) pay such proceeds over to the Trustee to hold and 
 apply the same as hereinafter provided. 
 
 Any such sale of real estate or of any manufacturing 
 plant or property or of shares, for a price which shall 
 realize the Company two hundred and fifty thousand dol¬ 
 lars ($250,000) or more, shall be deemed to be a sale of 
 a substantial amount, part or holding within the meaning 
 of this Section, and any one receipt from a subsidiary of 
 one hundred and twenty-five thousand dollars ($125,000) 
 or more shall be deemed to be a distribution of a substan¬ 
 tial sum within the meaning of this Section. 
 
 Such proceeds when received by the Trustee shall be 
 applied by it from time to time, upon the written request 
 of the Company signed by its President or a Vice- 
 
15 
 
 President and its Secretary or an Assistant Secretary, in 
 an}' of the following ways: 
 
 (1) to the purchase of debentures issued and out¬ 
 standing hereunder at not more than the redemption 
 price. The accrued interest on all such debentures 
 so purchased shall be paid by the Company out of 
 other moneys, the Company hereby agreeing to make 
 such payments to the Trustee as requested by it. All 
 debentures so purchased together with the unma¬ 
 tured coupons shall be cancelled by the Trustee and 
 delivered to the Company at its request, and no de¬ 
 bentures shall be issued in place thereof. 
 
 (2) in case any debentures shall be called for 
 redemption, then upon receipt of moneys which with 
 the funds already held by the Trustee shall be suffi¬ 
 cient to redeem all of the debentures so called for 
 redemption, such proceeds shall be applied by the 
 Trustee to the payment of such debentures at the 
 redemption date. The accrued interest on all such 
 debentures shall be paid by the Company out of 
 other moneys. 
 
 (3) to reimburse the Company for expenditures 
 by the Company for the acquisition of real estate 
 or manufacturing plants or property or for additions 
 thereto, including machinery and equipment, or the 
 acquisition of controlling interest in corporations by 
 purchase or completion of purchase of a majority of 
 the voting shares thereof, or for the acquisition of 
 additional voting or other shares or securities of or 
 in corporations of which the Company shall own a 
 majority of the voting shares, made by the Company 
 since the date of this Agreement and not more than 
 eighteen (18) months prior to any application for 
 such withdrawal. Whenever from time to time the 
 
16 
 
 .Company shall file with the Trustee its written re¬ 
 quest for the withdrawal of any such moneys, to¬ 
 gether with a certificate signed by its Treasurer 
 or an Assistant Treasurer, setting forth in rea¬ 
 sonable detail the expenditures so made and the 
 respective dates of such acquisitions, and stating 
 that such expenditures have not been included in any 
 certificate previously furnished to the Trustee here¬ 
 under, or reimbursed out of any application of 
 proceeds as hereinabove under clause (a) of this sec¬ 
 tion provided, the Trustee shall pay over to the 
 Company from the sums then held by it an amount 
 equal to the amount of the expenditures so certified. 
 
 Pending the application by the Trustee of such 
 moneys, as hereinabove set forth, the Trustee, if so re¬ 
 quested by the Company, shall invest the same in such 
 bonds or other obligations listed upon the New York, 
 Montreal or Toronto Stock Exchanges as the Company 
 may request and the Trustee shall approve. So long as 
 the Company shall not be in default hereunder it shall 
 be entitled to payment of the interest on such bonds or 
 other obligations received by the Trustee. 
 
 Section 14. The Company covenants that so long as 
 any of the debentures are outstanding, 
 
 (a) the Company will not declare or pay any 
 dividends upon its common shares (other than divi¬ 
 dends payable in its common shares) if such declara¬ 
 tion or payment would reduce the amount of cur¬ 
 rent assets as hereinafter defined, to an amount less 
 than one hundred and fifty per cent. (150%) of the 
 indebtedness of the Company, as hereinafter defined, 
 except debentures issued hereunder and outstanding; 
 
17 
 
 (&) neither- the Company nor any subsidiary will 
 give or create any priority or charge upon any of its 
 assets under Section 88 of the Bank Act of the 
 Dominion of Canada or under any other authority 
 to cover banking advances, if thereby the amount of 
 current assets, after deducting the amount of the 
 indebtedness as to which such priority is given, 
 would be reduced to less than one hundred and 
 twenty-five per cent. (125%) of the indebtedness of 
 the Company, as hereinafter defined, except deben¬ 
 tures issued hereunder and outstanding and except 
 the indebtedness as to which such priority is given; 
 
 (c) the Company will at all times maintain cur¬ 
 rent assets in an amount at least equal to one hun¬ 
 dred per cent. (100%) of the indebtedness of the 
 Company, as hereinafter defined, except debentures 
 issued hereunder and outstanding. 
 
 As used in this Agreement the term “current assets” 
 shall mean the following assets of the Company and its 
 subsidiaries, as shown by a consolidated balance sheet: 
 
 (1) Cash on hand or in bank; 
 
 (2) manufactured stock, stock in process, ma¬ 
 terials, operating and other supplies, all to be valued 
 at actual cost or market value, whichever be lower; 
 
 (3) good notes and accounts and bills receivable 
 contracted in the ordinary course of business, if such 
 notes, accounts and bills receivable are due within 
 two years; 
 
 (4) Canadian or United States Government 
 bonds, and other marketable securities, at the fair 
 realizable value thereof. 
 
As used in this Agreement, the term “indebtedness 
 of the Company’’ shall mean the entire indebtedness, 
 direct and contingent, of the Company and its subsidi¬ 
 aries as shown by a consolidated balance sheet of the 
 Company and its subsidiaries, except that to the extent of 
 $500,000 but no more, contingent liabilities of the Com¬ 
 pany and its subsidiaries (including liability as indorser 
 or guarantor) may be excluded from such computation. 
 
 Section 15. The Company covenants that it will de¬ 
 liver to the Trustee within four months after the close 
 of each fiscal year beginning with the fiscal year ending 
 in 1022, and within two months after the close of each 
 six months period after the close of every fiscal year, a 
 consolidated balance sheet and a statement of the income 
 and profit and loss accounts, of the Company and its 
 subsidiaries, setting forth in reasonable detail the result 
 of operations and the financial condition of the Company 
 and its subsidiaries and showing current assets and 
 indebtedness and the component parts thereof as herein¬ 
 above defined. One of such balance sheets and state¬ 
 ments shall be for the period covered by the annual 
 statement of the Company to its shareholders and shall 
 be audited by a firm of public accountants; the other of 
 such balance sheets and statements shall be as of the 
 end of the six months succeeding the period covered by 
 the annual statement and shall be certified to by the 
 Treasurer of the Company. 
 
 The Company, at the time of the delivery to the 
 Trustee of such statement and balance sheet, will also 
 deliver to the Trustee a statement signed by its Treas¬ 
 urer or an Assistant Treasurer showing (a) the names 
 of the subsidiaries of the Company, (b) the amount of 
 outstanding voting shares of each subsidiary, and (c) 
 the number of such shares of each subsidiary owned by 
 the Company. 
 
19 
 
 Section 16. The Company covenants that it will at 
 all times keep proper books of record and account, in 
 which full, true and correct entries will be made of all 
 its dealings and transactions, and will cause similar 
 books of record and account to be kept by its sub¬ 
 sidiaries. The Trustee may, but shall not be under any 
 obligation so to do unless requested in writing by the 
 holders of at least twenty-five per cent, in principal 
 amount of the debentures then outstanding, at any time 
 require an audit and examination of the books and ac¬ 
 counts of the Company and of its subsidiaries to be made 
 by public accountants selected by the Trustee, which 
 examination shall be at the expense of the Company. 
 
 Section 17. The Company covenants that it will dili¬ 
 gently preserve all franchises to it granted and upon it 
 conferred, in so far as they shall continue to be advan¬ 
 tageous to the Company, and will at all times maintain, 
 preserve and keep its plants, including fixtures, equip¬ 
 ment and appurtenances, and every part thereof, in good 
 repair, working order and condition, and will from time 
 to time make all needful and proper repairs. 
 
 Section 18. The Company covenants that it will 
 promptly pay and discharge all lawful taxes, assessments 
 and governmental charges or levies imposed upon the 
 income and profits of the Company, or upon any prop¬ 
 erty belonging to the Company or upon any part thereof, 
 as and when the same shall become due and payable, 
 as well as all lawful claims for labor, materials and 
 supplies which if unpaid might by law become a lien 
 or charge upon its property, provided, however, that the 
 Company shall not be required to pay any such tax, 
 assessment, charge, levy or claim so long as the validity 
 thereof shall be contested in good faith by appropriate 
 legal proceedings. 
 
20 
 
 Section 19. The Company covenants that it will exer¬ 
 cise all lawful powers which as shareholder or otherwise 
 it may possess, to the end that each of its subsidiaries 
 shall observe and perform on its own part in respect to 
 its own property, business and operation the same cove¬ 
 nants and agreements as are hereinabove provided to be 
 kept by the Company in Sections 16, 17 and 18 of this 
 Agreement. 
 
 ARTICLE THREE. 
 
 Redemption of Debentures. 
 
 Section 20. The Company at its option may redeem 
 (a) all of the debentures issued hereunder and then out¬ 
 standing, or ( b ) all of the outstanding debentures of any 
 one series, or (c) such part of the debentures of any one 
 series as may be determined by the Company at the time 
 of creating the series, in any case on any interest date 
 prior to maturity, at the principal amount thereof and 
 accrued interest together with the premiums, if any, 
 provided for by the Company at the time of creating 
 such series. Notice of intention to redeem shall be given 
 by the Company by publication in one daily newspaper 
 of general circulation published in the Borough of Man¬ 
 hattan, City of New York, and in one such daily news¬ 
 paper published in the City of Toronto, Ontario, once a 
 week for six successive weeks, the first publication to be 
 not less than sixty (60) nor more than eighty (80) days 
 before such redemption date. A copy of such notice 
 shall also be mailed by the Company at least sixty (60) 
 and not more than eighty (80) days before such redemp¬ 
 tion date to the holders of registered debentures which 
 are to be redeemed, at their last addresses appearing 
 upon the registry books. Before the redemption date 
 specified in such notice, the Company will deposit with 
 the Trustee an amount sufficient to redeem all of the 
 
21 
 
 outstanding debentures which are to be redeemed, to be 
 held for the account of the holders thereof and to be 
 paid to them respectively upon presentation and sur¬ 
 render of said debentures with all unmatured coupons 
 thereto attached. The sworn certificate of any officer 
 of the Company as to the giving of proper notice of 
 redemption shall be full and complete authority to the 
 Trustee for any action to be taken by it in reliance 
 thereon. In case the Company shall elect to redeem 
 less than all of the debentures then outstanding, the 
 numbers of the debentures to be redeemed shall be deter¬ 
 mined by the Trustee by lot in such manner as the 
 Trustee may elect, and the notice of intention to redeem 
 shall state the numbers of the debentures to be redeemed. 
 
 Section 21. After the date set for redemption, the 
 notice of intention to redeem having been given as above 
 provided, said debentures so called shall become due and 
 payable at the principal office of the Trustee in the 
 Borough of Manhattan, City of New York, and the neces¬ 
 sary funds for redemption having been deposited with 
 the Trustee, said debentures so called shall cease to draw 
 interest and the coupons for interest subsequent to that 
 date shall be void, and such debentures shall no longer 
 be deemed to be outstanding hereunder and shall cease to 
 be entitled to the benefit of this Agreement except to 
 receive payment from the moneys reserved therefor in 
 the hands of the Trustee. 
 
 Debentures redeemed shall be cancelled and no deben¬ 
 tures shall be issued in place thereof. 
 
 ARTICLE FOUR. 
 
 Remedies on Default. 
 
 Section 22. In order to prevent any accumulation of 
 coupons after maturity, the Company covenants and 
 
22 
 
 agrees that, it will not, directly or indirectly, extend or 
 assent to the extension of the time for the payment of 
 any coupon upon any of the debentures, and that it will 
 not, directly or indirectly, he a party to or approve of 
 any such arrangement by purchasing or funding such 
 coupons or in any other manner. No such coupon, the 
 time of payment of which shall have been extended with 
 or without the consent of the Company, and no such 
 coupon which in any way before, at or after maturity, 
 shall have been transferred or pledged separate or apart 
 from the debenture to which it relates, unless accom¬ 
 panied by such debenture, shall be entitled in case of a 
 default hereunder to any benefit of or from this Agree¬ 
 ment, except after the prior payment in full of the prin¬ 
 cipal of all of the debentures and of all coupons not so 
 extended, transferred or pledged. 
 
 Section 23. If one or more of the following events, 
 herein called “events of default”, shall happen, that is to 
 say: (1) if default be made in the punctual payment of 
 the principal of any of the said debentures, or (2) if 
 default be made in the punctual payment of any install¬ 
 ment of interest and such default shall continue for 
 thirty days, or (3) if default be made in the due observ¬ 
 ance and performance of any of the covenants or agree¬ 
 ments on the part of the Company contained in Sections 
 11, 12, 13 or 14(a) of this Agreement, or (4) if default be 
 made in the due observance and performance of any other 
 covenant, condition or agreement on the part of the 
 Company, its successors or assigns in the said debentures 
 or in this Agreement contained, and any such last named 
 default shall continue for a period of thirty days after 
 written notice thereof shall have been given to the Com¬ 
 pany by the Trustee (whose duty it shall be to give such 
 notice at the request in writing of the holders of at least 
 twenty-five per cent, in principal amount of the deben- 
 
23 
 
 tures at the time outstanding hereunder), or in case (5) 
 an order shall have been made for the appointment of a 
 receiver of the Company or of its property and remain 
 in force for thirty days, or the Company shall be judi¬ 
 cially declared to be bankrupt or insolvent, or an order 
 be made or a resolution adopted by the Board of Directors 
 of the Company for the winding up or dissolution of the 
 Company, or (6) in case the Company shall institute 
 proceedings for voluntary bankruptcy, or shall make an 
 assignment for the benefit of its creditors, or shall admit 
 in writing its inability to pay its debts generally as they 
 become due,—then in each and every such case (unless the 
 principal of all the debentures shall already have become 
 due and payable), the Trustee may, and upon the written 
 request of the holders of twenty-five per cent. (25%) in 
 principal amount of the debentures at such time outstand¬ 
 ing, shall, by written notice to the Company, declare the 
 principal of all debentures then outstanding hereunder 
 to be immediately due and payable, and upon any such 
 declaration the same shall become and be immediately 
 due and payable, anything in this Agreement or in the 
 debentures contained to the contrary notwithstanding. 
 
 This provision, however, is subject to the condition 
 that if at any time after the principal of the debentures 
 shall have been so declared and become due and payable, 
 and before any judgment or decree for the payment of 
 moneys so due shall be entered, all arrears of interest upon 
 all the debentures (with interest upon any overdue 
 installments of interest at the rate or rates expressed in 
 the debentures) and all other sums payable under this 
 Agreement, including the expenses of the Trustee, shall 
 have been duly paid, and every other default in the per¬ 
 formance of any covenant or provision of the debentures 
 or of this Agreement shall be made good or shall be 
 secured to the satisfaction of the Trustee or arrangements 
 deemed by the Trustee to be adequate shall be made 
 
24 
 
 therefor,—then and in every such case the Trustee may, 
 and upon the written request of the holders of a majority 
 in principal amount of the debentures then outstanding, 
 shall, waive the default by reason of which the principal 
 of the debentures shall have so become due, and rescind 
 and annul such declaration and its consequences; but 
 no such waiver, rescission or annulment shall extend to 
 or affect any subsequent default or shall impair any right 
 consequent thereon. 
 
 Section 24. The Company covenants and agrees that 
 (1) in case default shall be made in the payment of any 
 installment of interest on any debenture or debentures 
 at any time outstanding under this Agreement and such 
 default shall have continued for the period of thirty days, 
 or (2) in case default shall be made in the payment of 
 the principal of any debenture or debentures when the 
 same shall become payable, whether upon maturity of 
 any of said debentures or upon declaration as provided 
 in this Agreement, then upon demand of the Trustee the 
 Company will pay to the Trustee, for the benefit of the 
 holders of the debentures and coupons issued hereunder 
 and then outstanding, the whole amount that then shall 
 have become due and payable on all such debentures and 
 coupons then outstanding for interest or principal or 
 both as the case may be, with interest at the rate or rates 
 expressed in the debentures upon the overdue principal 
 and installments of interest; and in addition thereto such 
 further amount as shall be sufficient to cover the cost and 
 expenses of collection, including a reasonable compensa¬ 
 tion to the Trustee, its agents, attorneys and counsel and 
 any expenses or liabilities incurred by the Trustee here¬ 
 under. 
 
 Until such demand is made by the Trustee, the Com¬ 
 pany may pay the principal and interest of the deben¬ 
 tures to the holders thereof, and shall not be affected by 
 
25 
 
 any notice to the contrary, whether the debentures are 
 overdue or not. If, however, demand shall be so made, 
 payment of the debentures or of the coupons shall be 
 made thereafter only to the Trustee. 
 
 In case the Company shall fail forthwith to pay such 
 amounts upon such demand, the Trustee in its own name 
 and as Trustee of an express trust shall be entitled and 
 empowered to institute such action or proceedings at law 
 or in equity as may be advised by counsel for the col¬ 
 lection of the sums so due and unpaid, and may prose¬ 
 cute any such action or proceedings to judgment or final 
 decree, and may enforce any such judgment or final 
 decree against the Company, and collect the moneys 
 adjudged or decreed to be payable out of the property 
 of the Company wherever situated, in the manner pro¬ 
 vided by law. 
 
 Section 25. The Trustee shall, upon the written 
 request of the holders of seventy-five per cent, in prin¬ 
 cipal amount of the debentures at any time outstanding 
 hereunder, waive any default hereunder and its conse¬ 
 quences, except (1) a default in the payment of the 
 principal of the debentures at the date of maturity 
 specified therein, and except (2) a default in the payment 
 of interest on the debentures, unless, in the latter case, 
 prior to such waiver, all arrears of interest with interest 
 at the rate or rates expressed in the debentures on over¬ 
 due installments of interest, and all expenses of the 
 Trustee, shall have been paid by the Company or shall 
 have been provided for by a deposit with the Trustee of 
 a sum sufficient to pay the same. In case of any such 
 waiver, or in case any proceedings taken on account of 
 any such default shall have been discontinued or aban¬ 
 doned or determined adversely to the Trustee or the de¬ 
 benture holders, then and in every such case, the Com¬ 
 pany, the Trustee and the debenture holders shall be 
 
26 
 
 restored to their former positions and rights hereunder 
 respectively, but no such waiver shall extend to any subse¬ 
 quent or other default or impair any right consequent 
 thereon. 
 
 Section 26. All rights of action under this Agree¬ 
 ment or under any of the debentures or coupons may 
 be enforced by the Trustee without the possession of any 
 of the debentures or coupons or the production thereof 
 on any trial or other proceedings relative thereto, and 
 any such suit or proceedings instituted by the Trustee 
 shall be brought in its name as Trustee and any recov¬ 
 ery of judgment shall be for the ratable benefit of the 
 holders of the debentures and coupons. 
 
 Section 27. Any moneys collected by the Trustee 
 shall be applied as follows at the date fixed by the Trustee 
 for the distribution of such moneys, upon presentation of 
 the several debentures and coupons, and stamping thereon 
 the payment, if only partially paid, and upon the sur¬ 
 render thereof, if fully paid: 
 
 First. To the payment of costs and expenses, including 
 a reasonable compensation to the Trustee, its agents, 
 attorneys and counsel, and of all expenses, liabilities and 
 advances made or incurred by the Trustee. 
 
 Second. In case the principal of the debentures shall 
 not have become due, to the payment of the interest in 
 default in the order of the maturity of the instalments 
 of such interest, with interest on the overdue instalments 
 at the rate or rates expressed in the debentures; such 
 payments to be made ratably to the persons entitled 
 thereto without discrimination or preference. 
 
 Third. In case the principal of the debentures shall 
 have become due by declaration or otherwise, to the 
 
27 
 
 payment of the whole amount then oAving or unpaid upon 
 the debentures then outstanding for principal and inter¬ 
 est, Avith interest at the rate or rates expressed in the 
 debentures on the overdue principal and instalments of 
 interest; in case such moneys shall be insufficient to pay 
 in full the Avhole amount so due and unpaid upon the 
 debentures, then to the payment of such principal and 
 interest without preference or priority of principal over 
 interest, or of interest over principal, or of any instal¬ 
 ment of interest over any other instalment of interest, 
 ratably to the aggregate of such principal and accrued 
 and unpaid interest. 
 
 Section 28. No holder of any debenture issued here¬ 
 under shall have any right to institute'any suit, action 
 or proceeding at law or in equity, for the collection of 
 any sum due from the Company on such debenture on 
 account of principal or interest, or for the appointment 
 of a receiver, or for any other remedy hereunder, unless 
 and until such holder shall previously have given to the 
 Trustee written notice of such default and of the con¬ 
 tinuance thereof, as hereinabove provided, and also unless 
 or until the holders of twenty-five per cent, in principal 
 amount of the debentures then outstanding shall have 
 made written request upon the Trustee, and shall have 
 afforded to it a reasonable opportunity to institute such 
 action, suit or proceeding in its oavii name, and unless 
 also they shall have offered to the Trustee security and 
 indemnity satisfactory to it against the costs, expenses 
 and liabilities to be incurred therein or thereby, and the 
 Trustee for thirty days after receipt of such notification, 
 request and offer of indemnity, shall have neglected or 
 refused to institute any such action, suit or proceeding; 
 and such notification, request and offer of indemnity are 
 hereby declared in every such case at the option of the 
 Trustee to be conditions precedent to the execution of the 
 
28 
 
 powers and trusts of this Agreement, and to any action or 
 cause of action or for any remedy hereunder; it being 
 understood and intended and being expressly covenanted 
 by the taker and holder of every debenture issued here¬ 
 under, and every other taker and holder and the Trustee 
 that no one or more holders of debentures and coupons 
 shall have any right in any manner whatever to affect, dis¬ 
 turb or prejudice the rights of the holders of any other 
 of the debentures and coupons, or in any manner or way 
 shall obtain or seek to obtain priority over or preference 
 to any other such holders, or to enforce any right here¬ 
 under, except in the manner herein provided, and for the 
 equal, ratable and common benefit of all holders of the 
 outstanding debentures and coupons. 
 
 Section 29. The Company for itself, its successors and 
 assigns, hereby agrees to waive, and does hereby abso¬ 
 lutely and irrevocably waive and relinquish the benefit 
 and advantage of any and all valuation, stay, appraise¬ 
 ment, extension or redemption law or laws now existing 
 or which may hereafter be passed, which, but for this 
 provision, agreement and waiver, might be applicable to 
 any sale made under the judgment, order or decree of 
 any court or courts based on any of the debentures or in¬ 
 terest coupons or this Agreement. 
 
 Section 30. All remedies specifically conferred on the 
 Trustee under this Agreement shall be deemed cumulative 
 and not exclusive, and in addition to every other remedy 
 existing at law or in equity, and no delay or omission of 
 the Trustee or of any holder of any of the debentures to 
 exercise any right or power accruing upon any event of 
 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 to the Trustee or to the debenture holders 
 
29 
 
 may be exercised from time to time as often as shall be 
 deemed expedient by the Trustee or by the debenture 
 holders. 
 
 ARTICLE FIVE. 
 
 Waiver of Individual Liability. 
 
 Section 31. Each of the debentures secured hereby is 
 issued upon the express condition to which each successive 
 holder thereof expressly assents and by receiving the same 
 agrees, that no recourse under or upon any obligation, 
 covenant or agreement of this Agreement, or for the pay¬ 
 ment of any debenture or coupon hereby secured, shall be 
 had to any individual liability of any past, present or 
 future shareholder, officer or director of the Company or 
 of any successor company, all such individual liability 
 being expressly waived and released. 
 
 ARTICLE SIX. 
 
 Evidence of Rights of Debenture Holders. 
 
 Section 32. Any demand, or request or other instru¬ 
 ment required by this Agreement to be signed and exe¬ 
 cuted by debenture holders may be in any number of con¬ 
 current writings of similar tenor and may be signed or 
 executed by such debenture holders in person or by agent 
 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 any unregistered debenture, shall be sufficient 
 for any purpose of this Agreement, if such proof be made 
 in the following manner: 
 
 The fact and date of the execution by any person of 
 any such demand, request or other instrument in writing 
 may be proved by the certificate of any notary public 
 
30 
 
 or other officer authorized to take acknowledgments of 
 deeds to be recorded, to the effect that the person signing 
 such request or other instrument acknowledged to him 
 the execution thereof, or by the affidavit of a witness to 
 such execution. 
 
 The fact of the holding by any debenture holder of any 
 unregistered debentures and the amounts and numbers 
 of such debentures, and the date of his holding the same, 
 may be proved by either producing and exhibiting to the 
 Trustee the actual debentures themselves, or by a certifi¬ 
 cate executed by any trust company, bank, banker or 
 other depositary, wherever situated, if such certificate 
 shall be deemed by the Trustee to be satisfactory, showing 
 that at the date therein mentioned such person had on 
 deposit with such depositary the debentures described 
 in such certificate. The Trustee may consider such owner¬ 
 ship as continuing until written notice to the contrary 
 is served upon the Trustee. 
 
 The ownership of debentures registered as to principal 
 shall be proved by the registers of such debentures or by 
 a certificate of the registrar thereof. 
 
 ARTICLE SEVEN. 
 
 Concerning the Trustee. 
 
 Section 33. The Trustee shall not be answerable for 
 the default or the misconduct of any agent or attorney 
 appointed in pursuance hereof, if such agent or attorney 
 shall have been selected with reasonable care, nor respon¬ 
 sible for anything whatever in connection with this trust 
 except for its wilful misconduct or gross negligence. The 
 Trustee shall be under no obligation to take any action 
 toward the execution or enforcement of the trusts hereby 
 created which, in its opinion, shall be likely to involve it 
 in expense or liability, unless one or more of the holders 
 of debentures issued hereunder shall, as often as required 
 
31 
 
 by the Trustee, furnish indemnity satisfactory to the 
 Trustee against such expense or liability; nor shall the 
 Trustee he required to take notice of any default or event 
 of default hereunder, and it may, for all purposes, conclu¬ 
 sively assume that there has been no default or event of 
 default hereunder, unless and until notified in writing 
 thereof by one or more holders of debentures issued here¬ 
 under and then outstanding, or to take any action in 
 respect to any default or event of default unless requested 
 to take action in respect thereof by a writing signed by 
 the holders of not less than twenty-five per cent, in prin¬ 
 cipal amount of the debentures issued hereunder and then 
 outstanding, and upon being tendered indemnity as 
 hereinabove provided. The foregoing provisions of this 
 Section are intended only for the protection of the Trustee 
 and shall not be construed to affect any discretion or 
 power by any provision of this Agreement given to the 
 Trustee to determine whether or not it shall take action 
 in respect of any default or event of default without such 
 notice or request from debenture holders, or to affect 
 any other discretion or power given to the Trustee. 
 
 Any action by the Trustee upon the request of any 
 person who at the time is the owner of any debentures 
 shall be conclusive and binding upon all future owners of 
 the same debentures. 
 
 The Trustee shall be under no obligation to see to any 
 recording, registry or filing of this Agreement. 
 
 The Trustee shall incur no liability to anybody in 
 acting upon any notice, request, opinion, consent, certifi¬ 
 cate, debenture, document or paper believed by it to be 
 genuine and to have been signed or presented by the 
 proper persons. 
 
 As to the existence or non-existence of any fact or as 
 to the sufficiency or validity of any instrument, paper 
 or proceeding, the Trustee shall be entitled to rely upon 
 a certificate of the Company signed by its President or 
 
32 
 
 a Vice-President and by its Secretary or an Assistant 
 Secretary, as sufficient evidence of the facts therein 
 contained, unless other evidence is specifically re¬ 
 quired herein. The Trustee may receive a certificate 
 under the corporate seal of the Company and signed by 
 the Secretary or an Assistant Secretary of the Company 
 as sufficient evidence of the due adoption of any resolu¬ 
 tion by the Board of Directors of the Company. The 
 Trustee may rely upon, and shall incur no liability for 
 any action taken by it in reliance upon any such resolu¬ 
 tion so certified. 
 
 The Trustee shall be reimbursed by the Company upon 
 demand for, and be indemnified against, any liability or 
 damages which may be sustained by it in the premises. 
 The Trustee shall have a claim prior to that of any deben¬ 
 ture issued hereunder for its compensation and expenses, 
 and also for any liability or damage by it sustained in the 
 premises. 
 
 The Trustee makes no undertaking in respect of, and 
 shall not be responsible in any manner whatsoever for, 
 the validity or execution of this Agreement or of any of 
 the debentures issued hereunder or the recitals herein 
 or in said debentures contained, all such recitals being 
 made and to be taken as statements of the Company 
 solely; nor shall the Trustee be accountable for the use 
 of any debentures authenticated and delivered hereunder, 
 or for the application of the proceeds of such debentures, 
 or for the performance of any covenant, agreement or 
 condition herein on the part of the Company. The Trustee 
 may advise with counsel, and any action taken or suffered 
 under this Agreement in good faith by the Trustee, in 
 accordance with the opinion of counsel, shall be conclu¬ 
 sive on the Company and on all holders of any of the 
 debentures issued hereunder, so that the Trustee shall be 
 fully protected in respect to any such action. 
 
33 
 
 Anyone holding the office of Trustee hereunder may 
 from time to time purchase, acquire, hold, own and deal 
 in any of the debentures issuable hereunder, and assert its 
 rights in respect thereof in the same manner as any other 
 debenture holder hereunder. 
 
 Any moneys received by the Trustee under any pro¬ 
 vision of this Agreement, may be treated by it, until it is 
 required to pay out the same conformably herewith, as a 
 general deposit, without any liability for interest, save 
 such as during that period it may agree with the Company 
 to pay thereon, or shall allow to its general depositors. 
 
 The Trustee shall be entitled to reasonable compensa¬ 
 tion for all services rendered by it in the execution of 
 the trust hereby created, including reasonable counsel 
 fees for the services of counsel in connection with the 
 execution of such trusts, and the Company hereby agrees 
 to pay such compensation, as well as all expenses neces¬ 
 sarily incurred or disbursed by the Trustee hereunder. 
 In case of non-payment of any such compensation or ex¬ 
 penses, the amount unpaid shall be a claim against the 
 Company and a lien upon any moneys collected under 
 this Agreement prior to the debentures issued hereunder. 
 The compensation of the Trustee shall not be limited by 
 any provision of law in regard to the compensation of a 
 trustee of an express trust. 
 
 Section 34. Any company into which the Trustee may 
 be merged, or with which it may be consolidated, or any 
 company resulting from any merger or consolidation to 
 which the Trustee shall be a party, shall be the successor 
 of the Trustee hereunder, without the execution or filing 
 of any paper or any further action on the part of any of 
 the parties hereto, anything herein to the contrary not¬ 
 withstanding. In case any of the debentures issued here¬ 
 under shall have been authenticated but not delivered, 
 then the successor trustee may adopt the certificate of 
 
34 
 
 authentication of the Guaranty Trust Company of New 
 York anti deliver the same so authenticated; and in case 
 any of such debentures shall not have been authenticated, 
 the successor trustee may authenticate such debentures 
 by the proper officer of the successor trustee; and in all 
 such cases such certificate shall have the full force 
 which it is anywhere in the debentures or in this Agree¬ 
 ment provided that the certificate of the original Trus¬ 
 tee shall have. 
 
 Section 35. The Trustee or any trustee or trustees 
 hereafter appointed, may resign the trust hereby created 
 and become and remain fully discharged from all further 
 duty or responsibility thereunder, upon giving thirty days’ 
 notice in writing to the Company or any officer thereof, 
 or such shorter notice as the Company may accept as 
 sufficient, in which notice there shall be stated a date 
 when such resignation shall take effect; and such resigna¬ 
 tion shall take effect on the day specified in said notice 
 unless previously a successor trustee shall be appointed, 
 as hereinafter provided, in which event such resignation 
 shall take effect immediately upon the appointment of 
 such successor trustee. The Trustee may be removed from 
 office at any time by an instrument in writing under the 
 hands of the holders of a majority in principal amount of 
 the debentures issued hereunder and then outstanding, 
 subject to the right of the Trustee to receive reasonable 
 compensation and repayment of all costs, charges and 
 expenses incurred. 
 
 Section 36. In case the Trustee shall resign or be 
 removed, or otherwise become incapable of acting here¬ 
 under, or in case the Trustee shall be taken under the 
 control of any public officer or of a receiver appointed by 
 a court, the Company shall nominate and appoint a new 
 trustee in its place and stead. The Trustee so appointed 
 
35 
 
 shall always be a trust company or national bank in good 
 standing, with its principal office in the Borough of Man¬ 
 hattan, City of New York. Said appointment by the 
 Company shall be attested by the certificate in writing of 
 the President or a Vice-President and the Secretary or an 
 Assistant Secretary of the Company, under its corporate 
 seal, and the written acceptance thereof by the Trustee 
 so appointed, and the Trustee so appointed shall have 
 the like powers and be subject to the same conditions as 
 herein provided. 
 
 Immediately upon such appointment the Company shall 
 give notice thereof by publication in at least one newspaper 
 published in the Borough of Manhattan, City of New York 
 and in one newspaper published in the City of Toronto, 
 Ontario, once a week for at least four weeks. Within ninety 
 days after the commencement of such publication the 
 holders of a majority in principal amount of the de¬ 
 bentures issued hereunder and then outstanding shall 
 have power to nominate and appoint, by an instrument in 
 writing, signed by such majority, another Trustee in the 
 place and stead of the one so appointed by the Company. 
 The Trustee so appointed shall always be a trust company 
 or national bank in good standing, with its principal office 
 in the Borough of Manhattan, City of New York. The 
 Trustee so appointed, upon written acceptance, shall have 
 the like powers and be subject to the same conditions as 
 hereinabove provided. If such holders of a majority in 
 principal amount of the debentures issued hereunder and 
 then outstanding shall not within said ninety days make 
 such nomination and appointment and procure the ac¬ 
 ceptance thereof by the Trustee so appointed by them, 
 then the Trustee so nominated and appointed by the 
 Company shall continue to act as, and be the Trustee 
 hereunder. 
 
 Any such new Trustee appointed hereunder shall exe¬ 
 cute, acknowledge and deliver to the Company an instru¬ 
 ment accepting such appointment hereunder, and there- 
 
36 
 
 upon such successor Trustee without any further act, deed 
 or conveyance, shall become vested with all the rights, 
 powers, trusts, duties and obligations of its predecessor 
 in the trust hereunder, with like effect, as if originally 
 named as Trustee hereunder; but, nevertheless, on the 
 written request of the Company or of the successor Trus¬ 
 tee, the Trustee ceasing to act shall execute and deliver an 
 instrument transferring to such successor Trustee upou 
 the trusts herein expressed, all the rights, powers and 
 trusts of the Trustee so ceasing to act. Upon request of 
 any such successor Trustee, the Company shall make, exe¬ 
 cute, acknowledge and deliver any and all instruments in 
 writing for more fully and certainly vesting in and con¬ 
 firming to such successor Trustee, all such rights, powers 
 and duties. 
 
 Section 37. If at any time or times, in order to con- • 
 form to any legal requirement of the Dominion of Canada 
 or of any province or any other governmental sub division 
 thereof, the Trustee shall so request, the Company and 
 the Trustee shall unite in the execution and performance 
 of all instruments and agreements necessary or proper 
 to appoint another bank or trust company or one or more 
 persons, approved by the Trustee, either to act as co- 
 trustee or co-trustees hereunder, jointly with the Trustee, 
 or to act as separate trustee or trustees in a particular 
 capacity; and any such trustee or trustees may be re¬ 
 moved by the Company and the Trustee at any time by 
 instrument in writing executed by them jointly. The 
 Company hereby irrevocably appoints the Trustee its 
 agent at any future time or times and without any fur¬ 
 ther act by the Company (whenever the Company shall 
 not join with it in any such appointment within twenty 
 days after written request by the Trustee so to do) to 
 appoint any such trustee or co-trustee and to execute, 
 deliver and perform any and all instruments and agree- 
 
37 
 
 ments necessary or proper in connection with the fore¬ 
 going. 
 
 ARTICLE EIGHT. 
 
 Consolidation, Merger and Sale. 
 
 Section 38. Nothing contained in this Agreement or 
 in any debenture hereby secured shall prevent any con¬ 
 solidation or merger of the Company with any other 
 corporation, or shall prevent any sale, conveyance or 
 transfer of the property of the Company as an entirety 
 to any other corporation; pro ruled, however, that no such 
 consolidation, merger, sale, conveyance or transfer shall 
 impair the benefit and security of this Agreement or any 
 of the rights or powers hereunder of the Trustee or of the 
 holders of debentures hereby secured, and provided 
 further that upon any such consolidation, merger, sale, 
 conveyance or transfer, the due and punctual payment of 
 the principal and interest of all of the debentures, accord¬ 
 ing to their tenor, and the due and punctual perform¬ 
 ance and observance of all of the covenants and condi¬ 
 tions of this Agreement, shall be expressly assumed by 
 the corporation formed by any such consolidation or 
 merger or acquiring the property of the Company as 
 an entirety. 
 
 Section 39. In case of any such consolidation or 
 merger of the Company witli any other corporation, or 
 in case of any such sale, conveyance or transfer, and 
 in case the successor corporation shall have assumed, 
 by instrument in writing delivered to the Trustee, the 
 due and punctual payment of the principal and interest 
 of all the debentures and the due and punctual per¬ 
 formance and observance of all the covenants and 
 conditions of this Agreement, such successor corporation 
 shall succeed to and be substituted for the Company with 
 
38 
 
 the same effect as if it had been named herein as such 
 party of the first part; and upon the order of such suc¬ 
 cessor corporation, instead of the Company, and subject 
 to all the terms, conditions and limitations of this Agree¬ 
 ment the Trustee shall authenticate and deliver any such 
 of the debentures as previously shall have been signed and 
 delivered by the Company to the Trustee for authentica¬ 
 tion and any such of the debentures as thereafter shall be 
 signed and delivered to the Trustee for that purpose. 
 And such successor corporation may cause to be signed 
 and issued, either in its own name or in the name of the 
 Company, any and all debentures thereafter to be issued 
 hereunder which theretofore shall not have been signed by 
 the Company and delivered to the Trustee. All of the 
 debentures so issued shall have in all respects the same 
 benefit of this Agreement as debentures theretofore or 
 thereafter issued in accordance with the terms of this 
 Agreement, as though all of said debentures had been 
 issued at the date of the execution hereof. The Trustee 
 shall be under no duty to see that such successor corpo¬ 
 ration shall assume the payment of the debentures issued 
 hereunder or the performance of the covenants or con¬ 
 ditions hereof, except as a condition precedent to the 
 vesting in such successor corporation of the rights and 
 powers of the Company conferred by this Agreement. 
 
 The Trustee shall be protected in acting hereunder 
 upon the receipt of an opinion of counsel approved by it 
 (who fhay be counsel to the Company) that any such 
 proposed consolidation, merger, sale, conveyance or 
 transfer complies with the provisions of this Section. 
 
 ARTICLE NINE. 
 
 Discharge of Agreement. 
 
 Section 10. If, when all the debentures issued here¬ 
 under shall have become due and payable, the Company 
 shall well and truly pay or cause to be paid the whole 
 
39 
 
 amount of the principal moneys (and premiums if any), 
 and interest due upon all the debentures or shall provide 
 for such payment by depositing with the Trustee for the 
 payment of the debentures and coupons the entire amount 
 then due thereon for principal (and premiums if any) 
 and interest, and shall also pay or cause to be paid all 
 other sums payable hereunder by the Company and shall 
 well and truly keep and perform all the things required 
 to be kept and performed by it, according to the true 
 intent and meaning of this Agreement, then and in that 
 case this Agreement shall cease to be of further effect, 
 and the Trustee on demand and at the cost and expense 
 of the Company shall execute proper instruments 
 acknowledging satisfaction of, and discharging this 
 Agreement. 
 
 ARTICLE TEN. 
 
 Miscellaneous. 
 
 Section 41. All the covenants, stipulations, promises 
 and agreements in this Agreement contained, by or on 
 behalf of the Company, shall bind its successors and 
 assigns, whether so expressed or not, and are for the 
 common and equal use, benefit and security of all and 
 singular the present and future holders or owners of 
 debentures issued hereunder, or of any of them, without 
 preference, priority or distinction of any of the deben¬ 
 tures over any of the others by reason of priority in 
 the issue, sale or negotiation thereof, or otherwise. 
 
 Section 42. Nothing expressed or mentioned in or to 
 be implied from this Agreement, or in or from the deben¬ 
 tures issued hereunder, is intended or shall be construed 
 to give to any person, firm or corporation, other than the 
 parties hereto and the holders of the debentures hereby se- 
 
40 
 
 cured, any legal or equitable right, remedy or claim under 
 or in respect of this Agreement, or under any covenant, 
 condition or provision herein contained; this Agreement 
 and all the covenants, conditions and provisions hereof 
 being intended to be and being for the sole and exclusive 
 benefit of the parties hereto and the holders of the deben¬ 
 tures, as herein provided. 
 
 Section 43. The word “Trustee” when and as used in 
 these Presents shall for all purposes be taken to mean, 
 include and describe the corporation or corporations or 
 the person or persons who shall for the time being and 
 from time to time be charged with the execution of the 
 trusts herein and hereby expressed and created, whether 
 the same be the party of the second part or any successor 
 or successors in the said Trust howsoever chosen or ap¬ 
 pointed and their heirs, executors, administrators, suc¬ 
 cessors or assigns. Unless the context recognizes a dif¬ 
 ferent interpretation the word “Company” wherever used 
 in these premises shall be taken to mean the party of the 
 first part and its successors and assigns. 
 
 This Agreement has been executed in several counter¬ 
 parts, each of which shall be an original, and all col¬ 
 lectively but one instrument. 
 
 In witness whereof, Canadian General Electric 
 Company, Limited, party of the first part, has caused 
 this Agreement to be signed by its President or a Vice- 
 President, and its Secretary or an Assistant Secretary, 
 and its corporate seal to be hereunto affixed; and 
 Guaranty Trust Company of New York, party of the 
 second part, in evidence of its acceptance of the trusts 
 hereby created, has caused this Agreement to be signed 
 by a Vice-President, and its corporate seal to be hereunto 
 
41 
 
 affixed and attested by an Assistant Secretary, all as of 
 this day and year first above written. 
 
 Canadian General Electric Company, 
 Limited, 
 
 [corporate seal] A. E. Dyment 
 
 President. 
 
 Witnesses as to 
 
 Canadian General Electric 
 Company, Limited: 
 
 W. H. Nesbitt 
 Secretary. 
 
 W. G. Temant 
 A. C. B. Verney 
 
 Guaranty Trust Company of New York, 
 
 by F. J. H. Sutton 
 [corporate seal] Vice-President. 
 
 Attest: 
 
 H. D. Quinby 
 
 Assistant Secretary. 
 
 Witnesses as to 
 
 Guaranty Trust Company of 
 New York: 
 
 John A. Lyon 
 H. L. Keeler 
 
42 
 
 Dominion of Canada,1 
 Province of Ontario, Lss.: 
 
 County of York, J 
 
 I, A. M. Stewart, a Notary Public for the said Prov¬ 
 ince, do hereby certify that on this 26th day of April, 
 1922, before me in the said County personally appeared 
 A. E. Dyment, to me known to be the identical person 
 who subscribed his name to the foregoing instrument as 
 President of Canadian General Electric Company, Lim¬ 
 ited, and W. H. Nesbitt, to me known to be the identical 
 person who subscribed his name to the foregoing instru¬ 
 ment as Secretary of said Canadian General Electric 
 Company, Limited, and who, being by me first duly sworn, 
 did depose and say that they reside at Toronto, in the 
 Province of Ontario, Canada; that they are respec¬ 
 tively the President and the Secretary of said Canadian 
 General Electric Company, Limited, one of the corpora¬ 
 tions described in and which executed the above instru¬ 
 ment ; and that they were authorized by said corporation 
 to execute and acknowledge deeds, instruments and other 
 writings of said corporation; that they know the seal of 
 said corporation; that the seal affixed to said instrument 
 is the corporate seal of said corporation; that it was so 
 affixed by order and authority of the Board of Directors 
 of said corporation, and that they signed their respective 
 names thereto by like order and authority; and they 
 acknowledged the said instrument to be their free and 
 voluntary act and deed and the free and voluntary act and 
 deed of such corporation for the uses and purposes therein 
 set forth. 
 
 [seal] A. M. Stewart 
 
 Notary Public 
 
State of New York,) 
 County of New York,Q‘“ 
 
 43 
 
 John A. Lyon, a Notary Public of the State and County 
 of New York, do hereby certify that on this 25th day of 
 April, 1922, before me in the said County and State per¬ 
 sonally appeared F. J. II. Sutton, to me known to be the 
 identical person who subscribed his name to the fore¬ 
 going instrument as Vice President of Guaranty Trust 
 Company of New York, and II. D. Quinby, to me 
 known to be the identical person who subscribed his name 
 to the foregoing instrument as Assistant Secretary of 
 Guaranty Trust Company of New York, and who, being 
 by me duly sworn, did depose and say that he, the said 
 F. J. H. Sutton, resides at New York in New York, and 
 that he, the said II. I). Quinby, resides at New York, 
 in New York; that they are respectively a Vice Presi¬ 
 dent and an Assistant Secretary of said Guaranty 
 Trust Company of New York, one of the corporations 
 described in and which executed the above instrument, 
 and that they were authorized by said corporation to 
 execute and acknowledge deeds, instruments and other 
 writings of said corporation; that they know the seal of 
 said corporation; that the seal affixed to said instrument 
 is the corporate seal of said corporation; that it was so 
 affixed by order and authority of the Board of Directors 
 of said corporation, and that they signed their respective 
 names thereto by like order and authority; and they 
 acknowledged the said instrument to be their free and 
 voluntary act and deed and the free and voluntary act and 
 deed of such corporation for the uses and purposes therein 
 set forth. 
 
 John A. Lyon 
 
 Notary Public 
 
 [seal] Bronx Co. Clk.’s No. 60 Reg. No. 47 
 
 N. Y. Co. Clk.’s No. 235 Reg. No. 3219 
 Commission expires March 30, 1923 
 
 K365: 
 
3 0112 105646654