course of business, and with the lawful rules of the Interstate Commerce Commission, and with all lawful acts, rules, regulations and directions of any municipal assembly, council or other legislative, executive, administrative or judicial body or officer, exercising any power, regulation or supervision over any part of the trust equipment, including all laws and rules relating to automatic coupling devices or attachments, air brakes and other appliances as may be provided by Act of Congress or any legal body or officer of competent jurisdiction in the premises; or failing such compliance shall indemnify the trustee to its (the trustee's) satisfaction and save it (the trustee) harmless from any and all damage and expense that may accrue to or be incurred by the trustee because of such failure of compliance by the railroad. The Railroad may, in good faith, contest the application of any such law, regulation or order to or upon the trust equipment as aforesaid, or any part thereof, in any reasonable manner which shall not affect the title of the Trustee in and to said equipment.

X.-[The Car Company agrees to protect the Trustee against all claims for infringement of patents.]

XI.-[Notes and coupons shall be paid at maturity and cancelled.]

XII.-The Railroad covenants and agrees to make, execute and deliver from time to time all such further or supplemental agreements, deeds or other instruments as may by the Car Company or the Trustee, or their respective counsel, be deemed advisable, necessary or expedient, to effectually protect and enforce the Trustee's rights hereunder and to protect its title to said equipment or to such equipment as may be at any time hereafter procured to replace any of the equipment which may become worn out, lost or destroyed. In case the Railroad shall wish to change any of the serial numbers of the cars composing such equipment, or in case the Railroad shall wish a change in the quality, quantity, character or serial numbers of any of the cars used to replace any of such equipment worn out, lost or destroyed, and the Car Company and the Trustee shall consent thereto in writing as hereinabove provided for, the Railroad, if requested thereunto by the Car Company and the Trustee (both or either), and if the same be feasible, will at its own expense endorse upon, annex to or file with the record, counterpart or copy of this Agreement in every place or office in which the same has been recorded, registered or filed pursuant to law, a statement or other instrument concerning such change in form satisfactory to the Car Company and the Trustee. If the change is in the serial numbers of the cars composing the original equipment delivered hereunder, the statement or other

instrument shall set forth the old and the new numbers of those whereof a change in serial numbers has been effected; or if the change is in respect of equipment procured to replace any of the original equipment delivered hereunder, the statement or other instrument shall describe the quality, character and numbers of such new equipment, and also of the equipment which is replaced thereby, and shall set forth that said new equipment is delivered, and that title thereto is held by the Trustee in all respects and for all purposes, as if said new equipment had been part of the original equipment delivered hereunder; and the Railroad will make, execute and deliver any and all other instruments, and will do any and all other things deemed necessary, proper or expedient by the Car Company and the Trustee in respect of the premises.

And it is further covenanted and agreed by and between the parties:

XIII. That upon payment by the Railroad of all of the equipment notes in full, together with the interest thereon, in the manner and form herein and therein provided, and upon performance by the Railroad of all the covenants, obligations and agreements herein contained and by it to be performed, the title to the trust equipment shall pass to and vest in the Railroad; and the Trustee will thereupon execute, at the expense of the Railroad, any bill of sale or other instrument which may be reasonably required by the Railroad, as evidence of its title to said equipment and of its compliance with the terms of this agreement and as evidence that the absolute ownership of said trust equipment is vested in the Railroad, its successors and assigns. Until payment in full, however, of all said equipment notes and interest thereon, and the performance of all the obligations and covenants on the part of the Railroad hereunder, all and singular the trust equipment shall remain the absolute property of, and the title thereto shall continue to be vested in, the Trustee, as owner thereof, to all intents and purposes whatsoever, but subject to the Railroad's lessee interest therein under this agreement.

XIV. The Railroad shall be entitled to the possession of the trust equipment at all times during the life of this agreement so long as it shall observe the conditions and obligations hereof; but (1) in case default shall be made by the Railroad in the payment of the principal of any of the equipment notes issued hereunder, or of any interest coupon, as and when the same may be due and payable, and upon such default continuing for a period of thirty days; or (2) in case default shall be made made in the due observance or performance of any other of the terms, provisions, covenants, conditions сг

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 letters.]

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.]

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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 WITNESS ETH:

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.