2/4/1938 · MODIFICATION MTG · book 27 page 235 doc 29@27/235

KNOW ALL MEN BY THESE PRESENTS: 235 WHEREAS under date of June 1, 1922, the New England Telephone and Telegraph Company (hereinafter called the Telephone Company), a corporation duly organized under the laws of the State of New York, having its principal Office in the City of New York, State of New York, State of New York, having its principal Office in the City of New York, State of New York, State of New York, having its principal Office in the City of New York, State of New York, in the County of Cumberland, in New Hampshire, at Manchester in the City of Hillsborough, in Massachusetts, in Essex County, Providence County, Rhode Island, a corporation duly organized under the laws of the County of Providence, executed and delivered an indenture of trust and first mortgage (hereinafter called First Mortgage) dated June 1, 1922, between the Telephone Company, a corporation duly organized and existing under the laws of the United States of America (hereinafter "the Telephone Company") as mortgagor, and the First National Bank of Boston, as trustee, in said Boston, in and by which First Mortgage the Telephone Company mortgaged and assigned the said property and described securities as security for the indebtedness therein specified and provided for and defined; WHEREAS, and as by my said indenture of trust and mortgage the Telephone Company covenanted with said Trustee that the Telephone Company at any and all times hereafter would execute and deliver all and every such further acts, deeds, conveyances, mortgages and transfers and assurances as the said Trustee should reasonably request in order to more perfectly secure said Trustee in the enjoyment of the property thereby conveyed or intended to be so conveyed; WHEREAS the Telephone Company since the date of said First Mortgage has from time to time acquired additional property in the State of Rhode Island by way of purchase, by virtue of various deeds and descriptions, which acquired property and interests were by virtue of the provisions of said First Mortgage intended to be a part of the security for the indebtedness interests specified and provided for; and WHEREAS the Telephone Company, in compliance with the requirements of the above recited covenant and provisions of said First Mortgage, and at the request of express request of said Trustee, executed and delivered to said Trustee under date of June 1, 1936, a certain supplemental indenture; WHEREAS the Telephone Company has since and is now outstanding the sum of $15,000,000, principal amount of its First Mortgage Thirty Year Five Per Cent Gold Bonds, Series I, maturing June 1, 1956, and $5,000,000 in principal amount of its First Mortgage Forty Year Gold Bonds, Series B, maturing June 1, 1965, and $10,000,000 in principal amount of its First Mortgage Thirty Year Five Per Cent Gold Bonds, series to be issued under the provisions of said First Mortgage, to be designated First Mortgage 30 Year 5% Gold Bonds, Series C, maturing June 1, 1965, and the said bonds were issued and are to be issued by the terms of said First Mortgage, said supplemental Indenture dated May 1, 1936, and of the stipulations contained in such bonds which has been duly authorized by the Board of Directors of the Telephone Company; NOW THEREFORE, in further compliance with the requirements of the above recited covenant contained in said Mortgage and at the request of the said Trustee, the Telephone Company, for and in consideration of the sum of One Dollar to be paid in hand by the said Trustee, the receipt whereof is hereby acknowledged, and for the purpose of securing the payment of the principal of the bonds and interest to be secured or by said First Mortgage, whether issued or to be said issued thereunder, acknowledging and confirming the terms of the covenants and obligations therein contained, the Telephone Company has granted, bargained, sold, conveyed, released and confirmed, and by these presents does grant, bargain, sell, convey, release and confirm, assign, transfer and set over unto the said Trustee, as trustee, and his successors and assigns, subject however, to the terms of the reservations and exceptions of and of said First Mortgage, any and all real estate and personal property, including the right to take possession of the same, situated in the City of Providence, in the State of Rhode Island, and in the states of Maine, New Hampshire, Massachusetts and Rhode Island, or appointing to be useful in the rights, privileges and interests of the Telephone Company in and to the said property, which the Telephone Company has acquired since the execution of said First Mortgage and now owns together with all its rights, privileges, interests, appurtenances, easements and advantages thereunto belonging, including all tolls, incomes, rents, profits, leases, profits and advantages to be derived, received or otherwise acquired from the said property, together with all the rights of the Telephone Company to the liens of current taxes and to the liens of a mortgage upon certain parcels of real estate in the City of Providence, State of Rhode Island (recorded in book 1311, page 195, and book 1311, page 195), and also subject to all other existing liens and encumbrances, if any, prior to the said First Mortgage and the said property is hereinafter referred to as the "Additional Property"; TO HAVE AND TO HOLD, all and singular, the property, interests and rights hereby conveyed and assigned to the said Trustee, as trustee, and his successors and assigns, together with all the incomes, incomes, profits, rents, privileges and appurtenances thereunto belonging, and all and singular the reservations, exceptions, easements and privileges in these presents sometimes referred to collectively as the "Mortgaged Property" and the Additional Property (hereinafter in these presents sometimes referred to collectively as the "Mortgaged Property") unto the said Trustee, as trustee, and his successors and assigns, to be held in TRUST FOREVER for the purposes, upon the trusts, and subject to the provisions, terms and conditions contained in said First Mortgage and said Supplemental First Mortgage, reference to which is hereby made and which is hereby made a part hereof. PROVIDED, HOWEVER, and these presents are upon the express condition that, if the said Telephone Company shall fail to pay any of the principal of the bonds and interest, or fail to pay any principal amount of all the bonds issued and to be issued under the aforesaid First Mortgage, or with interest thereon, or shall fail to perform any of the covenants and agreements in said First Mortgage or any part of the same by the depositing with the said Trustee the entire amount due the said Trustee, or shall fail to provide for the payment of the same in such other manner as is provided for in the Mortgage company under the provisions of said First Mortgage, then these presents shall become void, and the said Trustee, as trustee, and his successors and assigns, shall be released from all duties and charges and disenthrused upon demand, of the said Telephone Company, shall execute and deliver to the said Trustee, as trustee, and his successors and assigns, a quitclaim deed or other deed of release, discharge or conveyance as may be necessary or proper to discharge the said Trustee, as trustee, and his successors and assigns, and the said Telephone Company, its successors and assigns, all and singular the property, interests and rights hereby granted and released, and the said Trustee, as trustee, and his successors and assigns, shall be released from all duties and charges under the aforesaid First Mortgage provided otherwise, these presents shall be and remain in full force and effect. But upon any default in the performance or observance of the foregoing composition or any other provision hereof, the said Trustee, as trustee, and his successors and assigns, shall have all powers, including the power of sale, contained and described in said First Mortgage, but subject to any other terms and conditions therein contained, and such power shall be increased and not otherwise. And it is agreed that the said Telephone Company, its successors and assigns, shall have and enjoy all the rights, including the right to retain possession of the property, to use and enjoy all the mortgaged property, options as contained and described in the said First Mortgage, but subject to and upon the terms and provisions therein contained and expressed and not otherwise.

236 Within six months from the date of the execution and delivery of this supplemental instrument the Telephone Company will file with the Trustees a written statement, in such detail as the Trustees may require, of the parcels of land and improvements, if any, of real estate, now owned by the Company, on said date and have been acquired by it subsequent to the date of the execution and delivery and the said First Mortgage, and which parcels of real estate are not described in the said First Mortgage, nor in any of said First Mortgage, by the execution and delivery of this supplemental instrument; provided, however, that if the Telephone Company shall have executed and delivered a separate mortgage or deed of trust on any such parcels may be omitted from the description to be furnished pursuant to the covenant. These presents are and shall be constructive to be supplemental to and confirmatory of but not inconsistent with or in conflict with any other mortgage or deed of trust heretofore executed or heretofore supplemented. For the purpose of facilitating the recording hereof these presents may be executed in any number of counterparts, each of which shall be and taken to be an original and the same shall be binding. IN WITNESS WHEREOF, the New England Telephone and Telegraph Company has caused its corporate name to be hereunto subscribed by Charles S. Pierce, one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary, both the remotely authorized, on the first day of February, 1938. NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY (L. S.) Signed, sealed and delivered in the presence of John T. Hathaway, Jr. By CHARLES S. PIERCE Vice President Attest: FRANKLIN L. BOWEN Secretary COMMONWEALTH OF MASSACHUSETTS County of Suffolk ss. On this first day of February, 1938, before me appeared Charles S. Pierce, to me personally known to be the same as, by seeing me, said that he is one of the Vice Presidents of New England Telephone and Telegraph Company and that the seal affixed to the foregoing instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by him, in his capacity as Vice President, and said Charles S. Pierce acknowledged said instrument to be the free act and deed of said corporation and of himself. On the first day of February, 1938, personally appeared the above named Charles S. Pierce, one of the Vice Presidents of New England Telephone and Telegraph Company as aforesaid, and acknowledged the foregoing instrument to be his free act and deed in his said capacity, and said corporation to be the free act and deed of said corporation. In Boston, this first day of February, 1938, before me personally appeared Charles S. Pierce, to me known and known by me to be the person, who in his capacity as one of the Vice Presidents executing the foregoing instrument in behalf of the New England Telephone and Telegraph Company, and he acknowledged said instrument by his so executed to be his free act and deed in his said capacity and the free act and deed of said corporation, and that the seal of said corporation was affixed to said instrument by like authority. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the County of Suffolk, Commonwealth of Massachusetts, on this first day of February, in the year 1938. ROBERT S. SULLIVAN (L. S.) Notary Public My notarial commission expires March 28, 1941. United States Revenue Stamps in the amount of $20,000, duly cancelled, are affixed to one counterpart of this supplemental mortgage executed and delivered to the Trustees. Received for record February 4th A. D. 1938 at 3:20 o'clock, p. m., and recorded by [signature] Town Clerk.