8/25/1954 · AGREEMENT · book 34 page 256 doc 3963@34/256

256 THIS SUPPLEMENTAL INDENTURE, dated as of the 7th day of October, 1953, made by the NEW YORK, NEW HAVEN AND HARTFORD RAILROAD COMPANY, a corporation organized under the laws of the State of Connecticut, Massachusetts and Rhode Island, with an office and place of business at New Haven, Connecticut, hereinafter called the "Railroad Company", party of the first part, MANUFACTURERS TRUST CO, a banking corporation organized and existing under the laws of the State of New York, with its principal office and place of business at No. 55 Broad Street, Borough of Manhattan, City and State of New York, hereinafter called the "Corporate Trustee", party of the second part, FREDERICK E. LOBER, of No. 32 River Avenue, Monmouth Beach, New Jersey, hereinafter defined "Lober", party of the third part, and A. FREDERICK KEUTHEN, of No. 411 East 20th Street, New York, N. Y., hereinafter called "Keuthen", party of the fourth part; WHEREAS, the Railroad Company has heretofore executed and delivered its Indenture dated as of July 1, 1947 (hereinafter referred to as the "Indenture") to the Corporate Trustee and to Lober as Individual Trustee to secure First and Refunding Mortgage Bonds to be issued by the Railroad Company thereunder; and WHEREAS, Lober has expressed his intention to resign as Individual Trustee under said Indenture, and Keuthen has indicated his agreement to accept appointment and to act as Successor Individual Trustee thereunder; and WHEREAS, the Board of Directors of the Railroad Company has directed the execution and delivery of this Supplemental Indenture; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: FIRST: Lober has duly resigned as Individual Trustee under said Indenture, pursuant to Article Eleven, Section 4 of the Indenture, a copy of his resignation being hereto annexed, marked Exhibit "A", and hereby releases the other parties hereto of and from any and all claims whatsoever in connection with said Indenture. SECOND: In order to fill the vacancy caused by said resignation, the Railroad Company, with the consent of the Corporate Trustee, has, pursuant to Article Eleven, Section 5 of the Indenture, duly appointed Keuthen as Successor Individual Trustee in place and instead of Lober, the Original Individual Trustee, to take effect on September 16, 1953, copy of said appointment being hereto annexed, marked Exhibit "B". THIRD: Pursuant to Article Eleven, Section 5 of the Indenture, Keuthen has duly accepted appointment as Successors Individual Trustee under said Indenture, and has executed, acknowledged and delivered to Lober and to the Railroad Company an instrument in writing accepting such appoint- ment, copy of said acceptance being hereto annexed, marked Exhibit "C". FOURTH: Pursuant to Article Eleven, Section 4 of the Indenture, notice of such resignation has been published, and pursuant to Article Eleven, Section 5, the Railroad Company has published notice of the appointment of Keuthen as Successor Individual Trustee once in each week for two successive weeks in The Wall Street Journal, a daily newspaper printed in the English language and of general circulation in the Borough of Manhattan, City of New York, as appears from the notice hereto annexed, marked Exhibit "D", and the proof of publication of such notice annexed thereto. FIFTH: As of September 16, 1953, Lober has been discharged of the trusts created by said Indenture, and Keuthen has become and is fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of his predecessor in trust under said Indenture, with like effect as if he were originally named as Individual Trustee under the Indenture, and Lober has remised, released and quitclaimed as of the last mentioned date unto Keuthen as Indi- vidual Trustee all his right, title and interest as Individual Trustee under the Indenture. SIXTH: This instrument may be simultaneously executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original; but such counterparts shall together constitute but one and the same instrument. Each of the undersigned hereby acknowledges receipt of an executed counterpart of this instrument.

257 IN WITNESS WHEREOF, the New York, New Haven and Hartford Railroad Company has caused this Supplemental Indenture to be signed by its President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and attested by its Secretary or its Assistant Secretary, and the due execution of these presents to be proved; and Manufacturers Trust Company, has caused this Supplemental Indenture to be signed by one of its Vice Presidents and its corporate seal to be hereunto affixed and attested by its Secretary or one of its Assistant Secretaries and the due execution of these presents to be proved; and Frederick E. Lober and A. Frederick Keuthen have hereunto set their hands and seals, all as of the day and year first above written. THE NEW YORK, NEW HAVEN AND HARTFORD RAILROAD COMPANY (Corporate Seal) By C. S. McGill Vice President Attest: J. P. Larkin Assistant Secretary Signed, sealed and delivered by The New York, New Haven and Hartford Railroad Company in the presence of: L. V. Johnson T. M. Persons MANUFACTURERS TRUST COMPANY (Corporate Seal) By Peter E. Bennett Vice President Attest: F. M. Wiegman Assistant Secretary Signed, sealed and delivered by Manufacturers Trust Company in the presence of: C. A. Kenney E. Loriot Signed, sealed and delivered by Frederick E. Lober in the presence of: C. A. Kenney E. Loriot FREDERICK E. LOBER (L. S.) Frederick E. Lober Signed, sealed and delivered by A. Frederick Keuthen in the presence of: C. A. Kenney E. Loriot A. FREDERICK KEUTHEN (L. S.) A. Frederick Keuthen New York STATE OF NEW YORK ) COUNTY OF NEW YORK ) ss. Be it remembered, that I, A. M. Fritscher the undersigned officer, a Notary Public duly commissioned, and sworn and acting in and for said County in said State, hereby certify, that on this 9th day of October, 1953: Before me personally came and appeared C. H. McGill, to me personally known, who, being by me duly sworn, did depose and say that he resides at tongs Highway, North Haven, from that he is the Vice President of the New York, New Haven and Hartford Railroad Company, the corporation described in and executed the above instrument that it has power to seal and deliver the same; that the officer who signed and is corporate seal that, and it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order Massachusetts Connecticut Rhode Island On this 7th day of October, 1953 before me appeared G. H. McGill, to me personally known, who, being by me duly sworn, did depose and say that he is the Vice President of The New York, New Haven and Hartford Railroad Company, and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed by him as the said corporation's authorized officer, and by order of its Board of Directors; and said G. H. McGill acknowledged said instrument to be the free act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year aforesaid. A. M. FRITSCHER (Metarial Seal) Notary Public, State of New York No 1135/53 Qualified in New York County Cert. filed with N.Y. Reg. Offices Term expires March 30, 1955.

New York STATE OF NEW YORK ) ss.: County of New York, ) Be it remembered, that I, A. Wm. Pristerer, the undersigned officer, a notary public duly qualified, commissioned, sworn and acting in and for said County public duly qualified, commissioned, sworn and acting in and for said County in said State, hereby certify that, on this 8th day of October, 1953: Before me personally came and appeared Peter E. Bennett, to me personally known, witness, by me duly sworn, did depose and say that he resides at 242 Bend St., the Brooklyn, N. Y. that he is a Vice-President of Manufacturers Trust Company, and that he has power to execute the following instrument, that he had the seal of said corporation; that the seal affixed to said instrument is such seal of said corporation; that the seal affixed to the deed of trust is the seal of said corporation; that he has affixed to the instrument the seal of Board of directors of said corporation, and that he signature there name thereto by like order. On this 8th day of October, 1953 before me appeared Peter E. Bennett, to me personally known, witness, by me duly sworn, did depose and say that he is a Vice-President knownly President of Manufacturers Trust Company, and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument is an agreement is the corporate seal of said corporation; that the seal affixed to the deed of trust is the seal of Board of directors of said corporation, and that he has affixed to said instrument to be the free act and deed of said Peter E. Bennett acknowledged said instrument to be the free act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year aforesaid. A. Wm. PRISTERER (Notarial Seal) Notary public, State of New York No. 31-3085200 Qualified in New York County Cert. filed with N.Y. Reg. Office Term expires March 30, 1955. STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK, ) Be it remembered, that I, A. Wm. Pristerer, the undersigned, a notary public duly qualified, commissioned, sworn and acting in and for said County and State, do hereby hereby certify that, on this 8th day of October, 1953: Before me personally came Frederick E. Lober, signer and sealer of the foregoing instrument, to me known and to me to be the person described in the foregoing instrument, and to me the said instrument to be the acknowledged to me that he executed the same and acknowledged the said instrument to be his free act and deed. A. Wm. PRISTERER (Notarial Seal) Notary public, State of New York No. 31-3085200 Qualified in New York County Cert. filed with N.Y. Reg. Office Term expires March 30, 1955. STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) Be it remembered, that I, A. Wm. Pristerer, the undersigned, a notary public duly qualified, commissioned, sworn and acting in and for said County and State, do hereby certify that, on this 8th day of October, 1953: Before me personally came A. Frederick Keuthen, signer and sealer of the foregoing instrument, to me known and to me to be the person described in the foregoing instrument, and to me the said instrument to be the acknowledged to me that he executed the same and acknowledged the said instrument to be his free act and deed. A. Wm. PRISTERER (Notarial Seal) Notary public, State of New York No. 31-3085200 Qualified in New York County Cert. filed with N.Y. Reg. Office Term expires March 30, 1955. STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK, ) I, ARCHIBALD W. WATSON, County Clerk and Clerk of the Supreme Court, New York County, a Court of Record having by law a seal, hereby CERTIFY that A. Wm. Pristerer, whose name is subscribed to the annexed certificate of Acknowledgment, certification of acknowledgment or proof, was at the time of taking the same a Notary public in the State of New York and was then and is now duly commissioned and qualified in said State, and that his commission was duly granted to him pursuant to law a commission, or a certificate of his official character, and his autograph signature, have been filed in my office, that he is duly commissioned and qualified as a notary public in the State of New York to administer oaths and affirmations, to receive and certify the acknowledgment or proof of deeds, mortgages and other instruments for lands, tenements and hereditaments, and to receive and certify the acknowledgment of other written instruments for lands, tenements and hereditaments to be read in evidence or recorded in any court in said State and that I am well acquainted with the handwriting of such Notary Public, or have compared the signature on the annexed instrument with his autograph signature deposited in my office, and believe that the signature is authentic. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 9 day of Oct 1953. M. ARCHIBALD WATSON (Official Seal) County Clerk and Clerk of the Supreme Court, New York County. No. 72215 Fee, paid 50¢

259 EXHIBIT "A" September 16th, 1953 THE NEW YORK, NEW HAVEN AND HARTFORD RAILROAD COMPANY, New Haven, Connecticut, etc. I hereby resign as Individual Trustee under Indenture dated as of July 1, 1947, made by The New York, New Haven and Hartford Railroad Company to Manufacturers Trust Company as Corporate Trustee, and Undersigned as Individual Trustee, said resignation to take effect sixty (60) days from the date hereof, provided that if prior to said date a Successor Individual Trustee shall have been duly appointed, such resignation shall take effect immediately on the date of the appointment of such Successor Individual Trustee. FREDERICK E. LOBER Frederick E. Lober STATE OF NEW YORK, ss. COUNTY OF NEW YORK, ss. On the 16th day of September, 1953, before me personally came Frederick E. Lober, to me known and known to me to be the individual described in and who executed the foregoing resignation, and he duly acknowledged to me that he executed the same. THORNTON T. SMITH Notary Public Thornston T. Smith Notary Public, State of New York No. 60-3795502 Qualified in Westernmost County Certs. filed with M.T.K.ings, Queens and Bronx Co. Clerks and Registers Term expires March 30, 1955. (Notarial Seal) We acknowledge receipt of the foregoing resignation this 16th day of September, 1953. THE NEW YORK, NEW HAVEN AND HARTFORD RAILROAD COMPANY By C. H. McGills Vice President MANUFACTURERS TRUST COMPANY By Peter E. Bennett Vice President (Seal) EXHIBIT "B" September 16, 1953 TO Manufacturers Trust Company as CORPORATE TRUSTEE and FREDERICK E. LOBER as the ORIGINAL INDIVIDUAL TRUSTEE of the Indenture dated as of July 1, 1947, made by THE NEW YORK, NEW HAVEN AND HARTFORD RAILROAD CO., A. FREDERICK KEUTHEN, and TO ALL WHOM IT MAY CONCERN: Pursuant to Indenture dated as of July 1, 1947, made by The New York, New Haven and Hartford Railroad Company to Manufacturers Trust Company as Corporate Trustee and Frederick J. Lober as Individual Trustee, and the conditions of Article 2 of said Indenture, we hereby appoint A. Frederick Keuthen, whose post office address is No. 411 East 20th Street, New York, N. Y., as Successor Individual Trustee under said Indenture, to succeed Frederick E. Lober, the original Individual Trustee, and to be the original Individual Trustee, to take effect immediately. Upon the acceptance in writing by A. Frederick Keuthen, who shall then be the Individual Trustee, he shall assume all the rights, powers, duties and obligations of his predecessor in trust under said Indenture, with like effect as if he were originally named as Individual Trustee under said Indenture. THE NEW YORK, NEW HAVEN AND HARTFORD RAILROAD COMPANY Attest: J. P. Larkin Assistant Secretary By C. H. McGills Vice President (Seal) STATE OF CONNECTICUT ss. COUNTY OF NEW HAVEN ss. On this 16th day of September, 1953, before me personally came C. H. McGills, to me known, who being duly sworn, did depose and say that he resides at Kings Highway, North Haven, Conn.; that he is a Vice President of The New York, New Haven and Hartford Railroad Company, the corporation described in the foregoing instrument; that he was authorized to execute the same on behalf of said corporation; that it was offered by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. EVERETT S. WILSON Notary Public My commission expires April 1, 1954 (Notarial Seal) We acknowledge receipt of the foregoing notice of appointment of a Successor Individual Trustee this 16th day of September, 1953. MANUFACTURERS TRUST COMPANY By Peter E. Bennett Vice President Frederick S. Lober Frederick E. Lober

260 A. FREDERICK KEUTHEN A. Frederick Keuthen Successor Individual Trustee EXHIBIT "CH" September 16th, 1953. The New York, New Haven and Hartford Railroad Company New Haven, Connecticut. Mr. Frederick E. Lober 32 Ridgeway Avenue, Monmouth Beach, New Jersey The undersigned hereby accepts his appointment by The New York, New Haven and Hartford Railroad Company as Successor Individual Trustee under Indenture dated as of July 1, 1947, made by The New York, New Haven and Hartford Railroad Company to Manufacturers Trust Company as Corporate Trustee, and Keuthen A. Frederick and Frederick E. Lober as Individual Trustees, in place and instead of as Corporate Trustee, and Frederick E. Lober, the Original Individual Trustees, to take effect immediately. A. FREDERICK KEUTHEN A. Frederick Keuthen STATE OF NEW YORK } ss: County of New York } On the 16th day of September, 1953, before me personally came A. Frederick Keuthen, to me known to be the individual described in and who executing the foregoing acceptance, and he duly acknowledged to me that he executed the same. THORNTON E. SMITH Notary Public Thornton E. Smith Notary Public, State of New York No. 60-1974200 Qualified in Westchester County Certif. filed with N.Y. Kings, Queens and Bronx Clerks and Registers Term expires March 30, 1955 (SEAL) We hereby acknowledge receipt of the foregoing acceptance this 16th day of September, 1953. THE NEW YORK, NEW HAVEN AND HARTFORD RAILROAD COMPANY By C. H. McGill Vice President FREDERICK E. LOBER Frederick E. Lober Original Individual Trustee MANUFACTURERS TRUST COMPANY By Peter E. Bennett Vice President EXHIBIT "CH" TO THE HOLDERS OF FIRST AND SECOND MORTGAGE BONDS ISSUED BY THE NEW YORK, NEW HAVEN AND HARTFORD RAILROAD COMPANY, AND TO ALL WHOM IT MAY CONCERN: PLEASE TAKE NOTICE that Frederick E. Lober has resigned as Individual Trustee under Indenture dated as of July 1, 1947, made by The New York, New Haven and Hartford Railroad Company to Manufacturers Trust Company as Corporate Trustee and Frederick E. Lober as Individual Trustee, that The New York, New Haven and Hartford Railroad Company, with the consent of the Corporate Trustee, has appointed A. Frederick Keuthen of No. 41 East 20th Street, New York, N. Y., Successor Individual Trustee in place and instead of Frederick E. Lober, Original Individual Trustee, and that said resignation of the Original Individual Trustee and the appointment of his Successor Individual Trustee as aforesaid took effect on the date hereof. THE NEW YORK, NEW HAVEN AND HARTFORD RAILROAD COMPANY By C. H. McGill Vice President FREDERICK E. LOBER, Original Individual Trustee September 16, 1953.

261 TO THE HOLDERS OF FIRST AND REFUNDING MORTGAGE BONDS ISSUED BY THE NEW YORK, NEW HAVEN AND HARTFORD RAILROAD COMPANY, AND TO ALL WHOM IT MAY CONCERN: PLEASE TAKE NOTICE that Frederick E. Lober has resigned as Individual Trustee under Indenture dated as of July 1, 1947, made between The New York, New Haven and Hartford Railroad Company to Manufacturers Trust Company as Corporate Trustee and Frederick E. Lober as Individual Trustee; that The New York, New Haven and Hartford Railroad Company, with the consent of the Corporate Trustee has appointed A. Frederick Keuthen of No. 431 East 20th Street, New York, New York, as Successor Individual Trustee in place of Frederick E. Lober as Individual Trustee; that A. Frederick Keuthen has accepted such appointment, and that said resignation of the Original Individual Trustee and the appointment of his Successor Individual Trustee as aforesaid took effect on the date hereof. THE NEW YORK, NEW HAVEN AND HARTFORD RAILROAD COMPANY By C. N. McMillin Vice President Frederick E. Lober Original Individual Trustee September 16, 1953. STATE OF NEW YORK } CITY AND COUNTY OF NEW YORK } ss.: Alfred Verderosa being duly sworn, states that he is Advertising Clerk of THE WALL STREET JOURNAL, a newspaper published in the City and County of New York and that the Notice of which the amount is a copy is hereunto openly published in said THE WALL STREET JOURNAL for Two (2) insertion 9/21/53 in the year of our Lord Nineteen Hundred and Fifty three. ALFRED VERDEROSA Sworn to before me this 28 day of Sept. 1953 SAMSON TAUBER (SAMSON TAUBER, Notary Public (State of New York, No. 03-9289150 (Qualified in Bronx County (Certificates filed in the following offices: (County Clerk, New York, New York, Kings (Register New York, Bronx & Kings. Received for record August 25th, A. D. 1954 at 2:15 o'clock, p. m., and recorded by [Signature] Town Clerk ---- I, E. PEARL KENTON, of the Town of Hopkinton, County of Washington, State of Rhode Island, for consideration paid, grant to ALFRED J. GILBERT, of Windsor, County of Hartford, State of Connecticut, with WARRANTY COVENANTS That certain parcel of tract of land situated at "East Beach," so-called, in the Town of Charlestown, County of Washington, State of Rhode Island, bounded and described as follows: Beginning at the southeasterly corner of the premises herein conveyed on the northerly side of a lane or passageway adjoining said land, now or formerly, of OWNER, E. Waite and Beulah I. Harding, running easterly along the northerly side of said lane or passageway a distance of Fifty (50) feet; thence northerly a distance of One Hundred (100) feet to a point on the northerly side of a line, thence easterly a distance of Fifty (50) feet, southerly side of said Ocean Beach Road, a distance of Fifty (50) feet; thence southerly a distance of One Hundred (100) feet to the point on the south side of said passageway, said Lot being shown as "82 D. Waite," on that certain plan or plat entitled, "Plat of Land of the Town of Charlestown, R. I." surveyed by A. [?] Burdick, surveyed and drawn in 1935 by Leon L. Holland, Civil Engineer"; said plat being filed in the Town Clerk's Office, said Town of Charlestown, Plat Book 1, Page 2 and 3. Together with rights of way and passageways as outlined on said plat to the Salt Pond and Ocean Beach. Meaning and intending to convey the same premises conveyed by deed of Edward D. Waite to this Grantor; said deed bearing date of April 8th, 1926 and recorded in the Records of Land Evidence, said Town of Charlestown, in Book No. 22 at Pages 173 and 174. Reference to said deed and the aforementioned plat being hereby had and made and the same made a part hereof for a more complete and detailed description of the premises herein conveyed.