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Tenth.-[Execution in counterparts. See J. & L. S. Co., Art. 11, Sec. 7, p. 250.]

The parties hereto hereby respectively constitute and appoint the person set opposite their names to be their respective attorneys for and in their names and as and for their corporate acts and deeds to acknowledge this agreement before any person having authority by the laws of the Commonwealth of Pennsylvania to take such acknowledgments to the intent that the same may be duly recorded, to wit:

The Car Company appoints J. M. Hansen.

The Trustee appoints J. F. Thompson.

The Railroad Company appoints G. A. Richardson.

[Testimonium. See J. & L. S. Co., Art. 12, p. 251.]

ILLUSTRATION OF THE METHOD OF REFUNDING WITH THE AID OF A BANKER1

TO THE HOLDERS OF

TOLEDO TRACTION COMPANY

Consolidated First Mortgage Bonds, Due January 1, 1912
TOLEDO CONSOLIDATED STREET RAILWAY COMPANY
Consolidated First Mortgage Bonds, Due January 1, 1912

TOLEDO ELECTRIC STREET RAILWAY COMPANY

First Mortgage Bonds, Due February 1, 1912

The Toledo Railways and Light Company has arranged with Blair & Co. for an extension of the time of payment of the above mentioned bonds of the Toledo Traction Company to January 1, 1913, with interest at the rate of six per cent. per annum, payable semi-annually, subject to redemption at the option of this company on July 1, 1912, on thirty days' notice. Holders of the said bonds desiring to avail themselves of the privilege of so extending their bonds, must present same (ex-coupon due January 1, 1912), at the office of Blair & Co. on or before December 28, 1911, for the purpose of having affixed thereto the Extension Certificate.

The Company has also arranged for an exchange of the bonds of the Toledo Consolidated Street Railway Company and the Toledo Electric Street Railway Company for extended bonds of the Toledo Traction Company. Holders of bonds of the Toledo Consolidated. Street Railway Company desiring to avail themselves of the privilege of exchanging their bonds for such extended bonds of the Toledo Traction Company must present same (ex-coupon due January 1, 1912), for such purpose at the office of Blair & Co. on or before December 28, 1911. Holders of the said bonds of the Toledo Electric Street Railway, desiring to avail themselves of the privilege of exchanging their bonds for such extended bonds of the Toledo Traction Company, must present the same (with coupon due February 1, 1912), for such purpose at the office of Blair & Co. on or before January 28, 1912, interest to be adjusted to date of exchange.

Holders of the said bonds of the Toledo Consolidated Street Railway Company and of the Toledo Traction Company who do not desire to avail themselves of the above privileges will receive par for their bonds upon delivery of the same on or after January 1, 1912, to said Blair & Co.

1 Advertisement in New York Times.

Holders of the said bonds of the Toledo Electric Street Railway Company who do not desire to avail themselves of the above privileges will receive par for their bonds upon delivery of the same on or after February 1, 1912, to said Blair & Co.

Copies of the Extension Agreement, stating the terms of the extension and other details, may be obtained at the Company's office or from Blair & Co.

Dated Toledo, Ohio, December 15, 1911.

THE TOLEDO RAILWAYS AND LIGHT COMPANY,

By Frank R. Coats, President.

Referring to the foregoing Notice, we are now prepared to receive deposits of the aforesaid bonds for exchange and extension. Holders of such bonds desiring to avail themselves of the privilege should deposit the same promptly at our office. Depositing Bondholders will receive receipts, exchangeable for extended bonds, as soon as the Extension Certificate and Coupons can be attached thereto. The privileges as to the bonds of the Toledo Consolidated Street Railway Company and the Toledo Traction Company will terminate on December 28, 1911. The privileges as to the bonds of the Toledo Electric Street Railway Company will terminate on January 28, 1912. All bonds of the Toledo Consolidated Street Railway Company and all bonds of the Toledo Traction Company, the holders of which do not wish to avail themselves of the above-mentioned privileges, will be purchased by us at par, on or after January 1, 1912. All bonds of the Toledo Electric Street Railway Company, the holders of which do not wish to avail themselves of the above-mentioned privileges, will be purchased by us, at par, on or after February 1, 1912.

BLAIR & CO.,

24 Broad Street, New York

CONVERSION OF BONDS INTO STOCK1

SECTION 1. Any of the bonds issued hereunder may be converted at the option of the bearer or registered holder thereof at any time after the first day of November, 1913, until, but not including, the date of maturity of such bond, or if such bond is called for redemption, until, but not including the date fixed for redemption, into shares of the par value of $100 each of the full-paid common capital stock of the Company as its authorized capital stock shall be constituted at the time of such conversion at the rate of $100 principal amount of bonds for one share of stock; and on presentation and surrender to it at its office or agency in the City of New York, of such bond with all unmatured coupons thereto appertaining for conversion, the Company will deliver in exchange therefor certificates for said shares of the common capital stock of the Company at the rate aforesaid.

The Company shall not be required to convert any bonds into stock while its stock transfer books are closed for any meeting of stockholders, or for the payment of dividends, or for any other purpose, and the right of conversion shall be suspended during such periods, provided, however, that the right of conversion shall not at any one time be so suspended for a longer period than twenty days.

All bonds surrendered for conversion as aforesaid, and all unmatured coupons appertaining to any of said bonds, shall at once become null and void and shall be cancelled and deposited with the Trustee.

SEC. 2. The Company covenants and agrees that at all times there shall be reserved unissued, exclusively for the conversion of said bonds, Five Million Dollars ($5,000,000) par value of the common capital stock of the Company or such part thereof as may be necessary for the conversion of all said bonds as herein provided, which are then outstanding, or may thereafter be issued hereunder, and that said stock shall not be issued or used for any other purpose.

SEC. 3. Nothing herein contained shall prevent the Company from increasing from time to time its present authorized or outstanding stock or from issuing preferred stock or different classes of stock.

1 From Mortgage of Atlantic Fruit and Steamship Company to Knickerbocker Trust Company, Trustee. Dated November 1, 1911.

SEC. 4. In case any corporation duly becomes the sole successor of the Company, in accordance with the provisions of Article Fourteen of this indenture, all references contained in this Article to the common capital stock of the Company shall be deemed to refer to the common capital stock of such successor corporation, and every other reference contained in this Article to the Company shall be deemed to refer to such successor corporation. This provision shall not be construed to limit in any manner the application of Section 3 of Article Fourteen to all of the provisions of this indenture.

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