obligations of this agreement, and upon such default continuing for thirty days after notice in writing by the Trustee requiring the Railroad to comply therewith (which notice the Trustee shall serve at the request of the holders of at least one-fourth in amount of the equipment notes outstanding), the Trustee shall be entitled to and may, at its option, retake the trust equipment and every part thereof, retaining all payments which up to that time may have been made on account of such equipment (principal and interest); and for the purpose of taking such possession, the Trustee shall be entitled to enter upon and take and remove all said equipment (including all substitutions therein and additions thereto) from the premises of the Railroad or wherever the same may be found; and the Railroad will afford the Trustee every possible facility and means of assistance to such end. And the Railroad agrees that in the event of any default continuing as aforesaid, it will upon written demand by the Trustee and as promptly as possible, deliver to the Trustee, without cost or charge, each and every piece of said trust equipment, at such place or places upon the lines of the Railroad as the Trustee shall require. The Trustee shall, upon application to any court of equity having jurisdiction in the premises, be entitled to a decree against the Railroad, requiring specific performance hereof.

Upon such notice by the Trustee requiring redelivery to it of the trust equipment, and within thirty days after the receipt of such notice, the Railroad shall have the right (but without impairment of, or delay to, the Trustee's right to retake possession of the trust equipment) upon payment by it of all outstanding notes and of the accrued interest thereon to date of such payment, and of all other sums which it is obligated to pay hereunder, to have redelivered to it (at its expense) such of the trust equipment as may, at the time of such payment, have been retaken by the Trustee under the preceding provisions hereof; and thereupon the title to the trust equipment shall pass to and vest in the Railroad; and the Trustee will thereupon execute, at the Railroad's expense, any bill of sale or other instrument that may be reasonably required by the Railroad as evidence of its title to such trust equipment, and shall return to the Railroad the sum deposited by the Railroad with the Trustee on account of the cars lost, worn out or destroyed, together with any interest thereon.

[Upon such election by the Trustee to retake the trust equipment, the then outstanding notes and accrued interest may by the Trustee be declared due and payable upon a written request of the majority of the noteholders.]

[Upon such election, the Trustee may, upon ten days' notice to the Railroad, sell the trust equipment and use the proceeds to liquidate expenses, notes and interest. If there is deficiency the Railroad agrees to pay it; if surplus it will be returned to the Railroad.]

[Detached coupons deferred in payment. See J. & L. S. Co., Art. 5, Sec. 2, p. 225.]

[Trustee may institute legal proceedings. See J. & L. S. Co., Art. 5, Sec. 5, p. 227.]

[Remedies cumulative. See J. & L. S. Co., Art. 5, Sec. 19, p. 234.] [Waiver of stay, appraisement, extension, and redemption law. See J. & L. S. Co., Art. 5, Sec. 16, p. 233.]

[Seventy-five per cent. of noteholders to control certain proceedings. See J. & L. S. Co., Art. 5, Sec. 6, p. 228.]

[Trustee and noteholders may bid. Purchaser permitted to apply notes and matured coupons. See J. & L. S. Co., Art. 5, Sec. 14, p. 231.]

[Principal to become due on sale. See J. & L. S. Co., Art. 5, Sec. 12, p. 230.]

XV. [Trustee not responsible for delay in delivery of equipment, not responsible for any defects or damage to equipment, responsible only for its own negligence, misconduct or bad faith, not responsible for recording, filing, etc., entitled to reasonable expenses, not responsible for recitals, may act on any instrument considered genuine. See J. & L. S. Co., Art. 10, Sec. 1, pp. 240-3.]

XVI.-[Notices must be made to the Railroad in registered let

ters.]

XVII. [Trustee may resign. Appointment of new trustee. See J. & L. S. Co., Art. 10, Sec. 2, p. 245.]

XVIII-[Bearer of note and interest coupon treated as owner. See J. & L. S. Co., Art. 1, Sec. 6, p. 201.]

XIX. [Definition of terms. See J. & L. S. Co., Art. 11, Sec. 5, p. 250.]

XX. [The agreement shall exist until all obligations thereunder are fulfilled.]

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

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

[Acknowledgments. See J. & L. S. Co., Art. 12, pp. 252-4.]

AGREEMENT BETWEEN STANDARD STEEL CAR COMPANY AND BANKERS TRUST COMPANY AND ERIE RAILROAD

This agreement, made in triplicate this first day of July, One Thousand Nine Hundred and Seven, between the Standard Steel Car Company, of the first part, Bankers Trust Company, a corporation of the State of New York, hereinafter called the Trustee, of the second part, and the Erie Railroad Company, hereinafter called the Railroad Company, of the third part.

WITNESSETH:

1

WHEREAS, by Indenture of Lease bearing date the first day of July, 1907, the said Standard Steel Car Company did lease to the Erie Railroad Company certain railroad cars therein particularly described for a certain term and upon rental in said Indenture of Lease particularly described, and,

WHEREAS, the Standard Steel Car Company has secured subscriptions to the amount of Two Million One Hundred and Forty Thousand Dollars to a fund to be known as the "Erie Railroad Equipment Trust, Series "L," which said fund is to be applied by the Standard Steel Car Company to the payment of the purchase price of the railroad cars particularly mentioned in said Indenture of Lease; and

WHEREAS, the said Standard Steel Car Company proposes to secure to the parties subscribing to said fund of Two Million One Hundred and Forty Thousand Dollars the repayment thereof in twenty installments, to wit: In twenty semi-annual payments of One Hundred and Seven Thousand Dollars each, beginning January first, 1908, and the final payment on the first day of July, 1917, with interest meanwhile at the rate of five per cent. per annum from July first, 1907, payable semi-annually on the first days of January and July in each year, payments of such principal and interest to be made in equal half-yearly installments, and to evidence the rights of the subscribers to said fund by the delivery of certificates in the form hereinafter set forth, Now, THIS AGREEMENT WITNESSETH:

First. That the said Standard Steel Car Company hereby assigns and sets over to the Bankers Trust Company, as Trustee, for the hold

1 The Lease referred to is almost identical in terms with the Conditional Sale Agreement between the American Car and Foundry Company, The Columbia Trust Company and the Erie Railroad (pp. 299-312), and for that reason is not annexed hereto.

ers of the certificates hereinafter set forth, all the right, title and interest of the said Standard Steel Car Company in and to said railroad cars leased, as aforesaid, unto the said Railroad Company and as well all the claims, demands and remedies of the said Standard Steel Car Company accruing or to accrue under the lease aforesaid.

The Car Company also hereby assigns and sets over to Bankers Trust Company, as Trustee, for the holders of the bonds hereinafter set forth, all the right, title and interest of said Car Company in and to the above described lease and the provision thereof with respect :

(a) To the repayment of money deposited in lieu of the replacement of cars lost, worn out or destroyed, and payment of interest thereon; and

(b) To the delivery of a bill of sale by the Lessor on the termination of said lease and on the delivery to the Lessor of all bonds and coupons issued thereunder, or on the delivery of satisfactory proof that the same have been paid and cancelled, the Trustee agrees to perform, it being understood and agreed, however, that the Trustee neither incurs nor assumes any responsibility for the delivery of railroad cars by the Car Company, as in said lease provided.

Second. The said Trustee covenants and agrees that it will certify and deliver to the Standard Steel Car Company, for distribution to the several subscribers to the said fund, Two Thousand One Hundred and Forty certificates, to be furnished to said Trustee for that purpose, in the following form, and in the amounts of One Hundred and Seven Thousand Dollars ($107,000.00) of bonds for each one hundred (100) cars delivered, at the times corresponding to the times of delivery of the various lots of said railroad cars by the said Standard Steel Car Company to the said Erie Railroad Company; such delivery of certificates to be made by the Trustee upon the delivery by the Car Company of certificate signed by an authorized inspector of the Erie Railroad Company giving the numbers of the cars contained in that delivery and certifying to the inspection and acceptance thereof, and approved by the President or a Vice-President of the Railroad Company and accompanied by the proper bonds or certificates to be certified as aforesaid, and also a bill of sale to the Trustee of the cars so delivered, said bills of sale to be subject, however, to all the provisions of this agreement and the Indenture of Lease herein referred to; and the Standard Steel Car Company covenants that all of said certificates when and as issued shall be entitled to the security of all such railroad cars previously and subsequently delivered by said Standard Steel Car

Company to the said Railroad Company under the terms of said Indenture of Lease of even date herewith; and said certificates and coupons to be in form substantially as follows:

The Erie Railroad Company hereby acknowledges itself to be indebted to the holder hereof, in the sum of One Thousand Dollars, in gold coin of the United States of America, which the said Railroad Company promises to pay to the holder hereof, at the office of the said Railroad Company, in the City of New York, State of New York, on the first day of..... A. D. 19...., with interest thereon at the rate of five per centum per annum, payable semi-annually in like gold coin, on the first days of January and of July in each year, as the same shall become due and payable, at the office of the said Railroad Company, upon delivery of the proper coupon therefor.

This certificate is one of a series of Two Thousand One Hundred and Forty for One Thousand Dollars each, numbered from 1 to 2140, both inclusive, each of like date, tenor and effect, except as to the due date thereof, issued under the terms of a lease bearing date the first day of July, 1907, between the Standard Steel Car Company of the one part and the Erie Railroad Company of the other part.

The obligation hereof shall only become effective when the certificate of the Bankers Trust Company, of New York, Trustee, is hereon endorsed.

IN WITNESS WHEREOF, the Erie Railroad Company has caused its corporate seal to be hereunto attached, duly attested, this first day of July, 1907.

ERIE RAILROAD COMPANY,

Attest:

By..

Secretary.

President.