AGREEMENT SECURING SHORT TERM NOTES AGREEMENT made this first day of August, 1911, between AMERICAN POWER & LIGHT COMPANY, a corporation of the State of Maine (hereinafter called the "Company"), party of the first part, and GUARANTY TRUST COMPANY OF NEW YORK, a corporation of the State of New York (hereinafter called the "Trustee"), party of the second part. Whereas, the Company has resolved to execute and issue a series of notes to be known as Ten-Year Six Per Cent. Gold Notes for the principal sum in the aggregate of two million two hundred thousand dollars ($2,200,000) each for the principal sum of $1,000 or $500 or $100, with interest payable semi-annually at the rate of six per centum per annum, evidenced by interest coupons attached thereto, said notes to be duly authenticated by the certificate of the Trustee hereunder; and Whereas, said $1,000 notes and the interest coupons and Trustee's certificate therein provided for are to be in substantially the following form, suitable changes being made therein for the $500 and $100 notes: UNITED STATES OF AMERICA State of Maine AMERICAN POWER & LIGHT COMPANY Ten-Year Six Per Cent. Gold Note No...... $1,000 For value received, AMERICAN POWER & LIGHT COMPANY promises to pay to bearer, or in case this note is registered, to the registered holder hereof, one thousand dollars in gold coin of the United States of America of the present standard of weight and fineness, at the office or agency of the obligor company in the City of New York on August 1, 1921, and to pay interest thereon in like gold coin at the rate of six per centum per annum from August 1, 1911, on presentation and surrender, at the office of Guaranty Trust Company of New York, in the City of New York, of the annexed coupons as they severally become due, on the first days of February and August in each year until such principal shall be paid, without deduction from principal or interest on account of any tax or taxes, which the obligor company may be required to pay or retain therefrom by virtue of any present or future law or requirement. This note is one of a series of notes for the aggregate principal sum of two million two hundred thousand dollars ($2,200,000), entitled to the benefits and subject to the provisions of an agreement, dated August 1, 1911, between American Power & Light Company and Guaranty Trust Company of New York, as Trustee, to which reference is made for a complete statement of the terms and conditions under which said notes are issued, received and held. The principal of said notes may become due in case of default under said agreement, as provided in said agreement. This note shall be subject to redemption at 102 and accrued interest upon any interest date upon notice as provided in said agreement. Upon the exercise of the right of the holders of the option warrants referred to in said agreement to purchase at par common stock of the obligor company, this note, when presented to the obligor company (with all unmatured coupons attached) by the holder of an option warrant for ten (10) shares of said common stock, shall entitle such holder to receive a certificate for such ten (10) shares of stock or, at the option of the obligor company, voting trust certificates therefor, and also to receive in cash the amount of interest accrued on this note from the last coupon date to date of such presentation, as provided in said agreement. This note may be registered on the books of the obligor company kept at the office of the Trustee under said agreement and the registration noted hereon, after which no valid transfer hereof can be made except on said books until after registered transfer to bearer, but registration shall not restrain negotiability of the coupons, which shall continue to be transferable by delivery merely. No recourse shall be had for the payment of the principal or interest of this note against any present or future stockholder, officer or director of the obligor company. In witness whereof, AMERICAN POWER & LIGHT COMPANY has caused its corporate seal to be affixed hereto, attested by its Secretary or Assistant Secretary, and these presents to be signed by its President or a Vice-President, this first day of August, 1911. AMERICAN POWER & LIGHT COMPANY, By.. President. and Attest: Secretary. [COUPON] $30.00 No..... On the first day of AMERICAN POWER & LIGHT COMPANY will pay the bearer Thirty Dollars ($30) in gold coin of the United States, at the office of Guaranty Trust Company of New York, in the City of New York, being six months' interest then due upon its Ten-Year Six Per Cent. Gold Note No... . . . . Not due if note redeemed or called for previous redemption. Treasurer. [TRUSTEE'S CERTIFICATE] This note is one of the series of notes described in the agreement in this note referred to. GUARANTY TRUST COMPANY OF NEW YORK, By..... Trustee. Whereas, the option warrants referred to in said note and in this agreement are to be in substantially the following form: UNITED STATES OF AMERICA State of Maine AMERICAN POWER & LIGHT COMPANY No........ OPTION WARRANT $..... For value received, AMERICAN POWER & LIGHT COMPANY promises to issue to shares of the par value of a certificate Dollars for ($ ) of its full-paid common stock (or, at its option, to deliver voting trust certificates therefor), at the office of Guaranty Trust Company of New York, at any time before August 1, 1921, upon the surrender hereof and upon payment in cash for said stock at par, or, in lieu of such cash payment, the delivery of a note or notes (with all unmatured coupons attached) issued under an agreement between American Power & Light Company and Guaranty Trust Company of New York, as Trustee, dated* August 1, 1911, for a principal amount equal to the par value of said stock to which the holder of this warrant shall be en titled. Provided, however, that if any such note or notes shall have been called for redemption the right to deliver such note or notes hereunder shall cease at the close of business upon the date for redemption specified in such call. Holders of notes so delivered in payment for stock shall be entitled to receive in cash the amount of interest accrued on such notes from the last coupon date to date of such delivery. The rights represented hereby are transferable only on the books of American Power & Light Company at the office of Guaranty Trust Company of New York by said holder or by attorney, upon surrender of this certificate properly endorsed. AMERICAN POWER & LIGHT COMPANY, By... Attest: President. and Secretary. [ENDORSEMENT] For value received, the undersigned hereby assigns to all the rights and interest represented by the within option warrant and hereby irrevocably constitutes and Dated, Witness: Whereas, the execution and delivery of this agreement have been duly authorized by the Board of Directors of the Company at a meeting duly called for that purpose; Now, therefore, this agreement witnesseth: That, in order to secure the payment of said notes and the interest thereon and to declare the terms and conditions on which said notes are to be issued, received and held, the Company, in consideration of the premises and of one dollar to it paid, receipt whereof is hereby acknowledged, hereby agrees and provides as follows: ARTICLE I Notes for the aggregate principal amount of two million two hundred thousand dollars ($2,200,000) shall be certified by the Trustee upon the request of the Company at once or at any time or times. hereafter and delivered in accordance with the order or orders of the Company evidenced by a writing or writings signed by its President or a Vice-President and its Treasurer or Assistant Treasurer. [Temporary Notes. See J. & L. S. Co., Art. 1, Sec. 8, p. 202.]1 [Officers who may execute bonds. See J. & L. S. Co., Art. 1, Sec. 4, p. 200.] [Bonds lost, mutilated, or destroyed. See J. & L. S. Co., Art 1, Sec. 7, p. 201.] [Covenants of Company: ARTICLE II (1) To pay principal and interest (2) To keep an office or agency in New York City. See J. & L. S. Co., Art. 2, Sec. 1, pp. 202-3.] ARTICLE III As provided in the option warrants above referred to the Company for value received will issue on or before August 1, 1921, to the holders thereof full-paid common stock of the Company (or, at the option of the Company, will deliver voting trust certificates therefor) for the number of shares specified in such warrants, such stock to be delivered to the holders of option warrants upon the surrender of such warrants and upon payment of the sum of one hundred dollars ($100) for each share of stock so delivered, or, in lieu of said cash payment, the delivery of notes secured hereby (with all unmatured coupons attached) for an amount of principal equal to the aggregate par value of such shares. Holders of notes so presented shall be entitled to receive in cash the amount of interest accrued on such notes from the last coupon date to date of such presentation. The Company covenants that it will pay or cause to be paid to the Trustee hereunder all sums of money received by it from time to time in payment for common stock of the Company, as provided in said option warrants. Such sums of money shall be held by the Trustee, such interest being allowed on the money as the Trustee shall allow on other deposits of similar character. Such sums of money shall be applied as rapidly as shall be reasonably practicable from time to time for the purchase of notes issued hereunder and secured hereby at not more than accrued interest and 101 per cent. of 1 Note-Statements enclosed in brackets [] are digests of parts omitted. These parts, however, have been abbreviated because they are practically duplicated in the Corporate Mortgage of the Jones & Laughlin Steel Company to which reference is made as follows: J. & L. S. Co., Art. Sec. p. |