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Notice of the result of such drawing shall be published as provided in Article Seventeen, Section 2 hereof.

Upon publication by the Company of such notice in the manner aforesaid, and upon filing proof of such publication with the Trustee, interest shall cease to accrue upon the bonds so drawn for payment, from their respective dates of payment as specified in the said notice, provided the Company shall make in respect to such bonds a deposit of money with the Trustee as specified in Section 3 of Article Seventeen hereof.

All bonds so drawn for payment shall, when paid, be cancelled by the Trustee, together with all coupons belonging thereto. The Trustee shall enter the Serial numbers of all bonds which it shall be required to cancel under any provision hereof in a book or books to be kept for that purpose, so that there shall be at all times a complete and accurate record of the Company's Bonds, Series 2, issued and outstanding under this Agreement.

After such cancellation and the entry of the numbers of said bonds by the Trustee, as aforesaid, the same are to be returned to the custody and control of the Company.

ARTICLE SEVENTEEN

[Redemption of Bonds, Series 2:

SECTION 1.-Right of redemption October 16, 1916, at par.
Redeemed bonds cancelled.

SECTION 2.-Numbers of bonds ascertained by lot. Publication
of Notice. Interest to cease on bonds drawn.
SECTION 3.-Deposit to pay bonds not presented. After three
years deposit returned to Company.]

ARTICLE EIGHTEEN

[SECTION 1.-Right limited to parties and bondholders. See J. & L. S. Co., Art. 12, p. 251.]

SECTION 2.-Bondholders requests:

(1) Proof of fact and date of execution.

(2) Proof of ownership of bonds.

(3) Proof of ownership of registered bonds. See

J. & L. S. Co., Art. 7, pp. 235-6.]

SECTION 3.-Actions by Trustee.

SECTION 4.-Provisions for publishing notices in foreign countries.]

ARTICLE NINETEEN

[Waiver of personal liability. See J. & L. S. Co., Art. 6. p. 235.]

ARTICLE TWENTY

[Bondholders' right to sue:

SECTION 1.-Prerequisites to action by bondholder.

SECTION 2.-Omission of Trustee or bondholder not a waiver.
SECTION 3.-Direction by seventy-five per cent. bondholders.
SECTION 4.-Waiver by Company.

SECTION 5.-Consolidation permitted.

SECTION 6.-Company's rights not limited.]

ARTICLE TWENTY-ONE

[Trustee accepts trust.]

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

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

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

OPTION WARRANT

No....

For value received, AMERICAN POWER & LIGHT COMPANY promises to issue to

[blocks in formation]

a certificate Dollars

($ ) 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

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