2/5/1904 · DEED · book 15 page 14 doc 5984

197 that I have good right full power and lawful authority to sell and convey the same in manner as aforesaid, that the said grantees and their heirs and assigns shall by these presents at all times hereafter peaceably and quietly have and hold the said premises and that I will the said boundaries will and my heirs executors and administrators shall warrant and defend the same to the said grantees and their heirs and assigns forever against the lawful claims and demands of all persons and further covenant that it is unencumbered. In witness whereof I have hereunto set my hand and seal this seventeenth day of November in the year of our lord one thousand nine hundred seventy two. Signed Sealed and sealed in presence of [Signature] Patrick H. Scanning Thomas E. Coffin B.S. State of Rhode Island County of Providence, ss. In Providence on the 17th day of November, A.D. 1972 before me personally appeared the within named Thomas E. Coffin to me known but known become one to be the party executing the foregoing instrument and the aforementioned said instrument did then execute to be his free act and deed. [Signature] Patrick H. Scanning [Signature] Notary Public. Received for record June 12th 1972 at 9 o'clock A.M. and recorded by George La Course Town Clerk This Indenture, dated the first day of June 1922 made by and between, New England Telephone and Telegraph Company, a corporation duly organized and existing under the laws of the State of New Hampshire (hereinafter called the "Telephone Company") having its principal office in the city of New York State of New York and having its principal place of business plant of training in frames as Northland in the county of Merrimack, in New Hampshire, at Proctor in the County of Nilebrook, in Vermont, at Rutland in the County of Rutland, in Massachusetts, at Providence in the County of Providence, and in Rhode Island at Providence in the County of Providence, party of the first part and the first National

198. Bank of Boston, a national banking association duly organized and existing under the laws of the United States of America (hereinafter called the "Trustee"), having established place of business in said Boston, Boston County of the second bank State of Massachusetts; Whereas the Telephone Company has an authorized capital stock of one hundred million dollars ($100,000,000) of which one is outstanding at the date of this indenture with six million four hundred twenty two thousand one hundred dollars ($6,422,100), and owns and operates telephone and telegraph lines and properties extending throughout the State of Maine, New Hampshire, Massachusetts and Rhode Island, and is authorized by law to borrow money, and contract debts for the transaction of its business and for the exercise of its corporate rights, privileges & franchises and for any other lawful purpose of its specifications; and Whereas, the Telephone Company has heretofore executed and delivered certain indentures bearing the sealant in the form of debenture bonds in which it has made certain covenants relating to the creation of encumbrances upon its property, all of which obligations are thereinafter further referred to and; Whereas, the Telephone Company desires to secure the payment of said debenture bonds in accordance with the terms of the last indentures under which they were issued and for the settlement on the refunding of the same and certain other obligations and also to borrow funds for other of its lawful corporate purposes and Therefore the Telephone Company by its Secretary of stock holders and Board of Directors at meetings duly called and held good and true to law, has authorized the execution of this mortgage and the immediate issuance thereunder of bonds of the aggregate principal amount of thirty four million dollars ($34,000,000) to be designated "First Mortgage Thirty Year Five Per Cent Bonds, Series A"; and Whereas subject to the provisions of Article First and Section 3 of Article Second hereof the right of the company to issue bonds (which may be issued in series and may be conformable or registered (both methods combined), and of the company to be attached to each thereof as may be chosen bonds is to be exercised in the following form (the bracketed to be appropriate): provided that there shall be inserted in each bond and conforme such other special provisions as may be permitted by this indenture and as may be necessary or appropriate to make them conform to provisions authorized in respect of the bonds of past series by the Board of Directors of the Telephone Company and all other Directo

issued herewith one to board inserted therein such provisions and are to bear such legends or endorsements as may be considered advisable by the Board of Directors of the Telephone Company in order to comply with the rules of any stock exchange &c to conform to usage. [Form of Coupon Bond] No. $\xi$ United States of America New England Telephone and Telegraph Company, First Mortgage Gold Bond. New England Telephone and Telegraph Company (hereinafter called the "Telephone Company") a corporation of the State of New York, for value received hereby promises to pay to bearer, or if this bond be registered to the registered holder hereof on the day of at the office agency of the Telephone company in dollars in gold coin of the United States of America of equivalent to the standard of weight and fineness existing on and to bear interest thereon from the date hereof at the rate of per cent (%) per annum, such interest to be payable in gold coin gold coin annually on the day of and the day of in each year until the payment of said principal sum, both only upon the presentation and surrender of the interest coupons hereof annexed as they eventually mature. This bond is one of only authorized issue of First Mortgage Gold Bonds of the Telephone Company issued brand to be issued under, and all equally secured by an indenture of date June 1, 1922, duly executed by the telephone company to the First National Bank of Boston, a national banking association organized under the laws of the United States of America as trustee, to which indenture reference is hereby made for a description of the properties and facilities mortgaged, the underwriters thereof, the nature and extent of the security, the rights of the holders of said bonds and trustees of the trustee in respect of such security, and the terms and conditions under which the bonds are issued and secured, said bonds may be in various principal sums and are issuable in series, in which different series may mature at different times, may bear interest at different rates and may otherwise vary as in said indenture branded Series Bond of which this is one known as the First Mortgage Per cent Gold Bonds Series , of the Telephone

200 Company and are limited to the aggregate principal amount of $ [blank] at any one time outstanding. In case a bond of default, as defined in the paid indenture, shall occur, the principal of this bond may become and be declared due and payable in the manners and with the effect provided in said indenture. This bond shall have the delivery under registered to the holder named in the holder's frame at the office or agency of the Telephone company in [blank] North Providence, being noted on the bond by the agent for such purpose of the Telephone company, after which it shall be paid unless made at by the registered holder in person or by his attorney duly authorized in writing, and similarly noted on the bond. Thereafter it may be discharged from registration by being transferred in like manner to another, and subsequent transfers being by delivery shall be ratified, and may again from time to time, be registered or transferred to besides as before. Such registrational transfers, shall not affect the negotiability of the certificate hence annexed, which shall continue to be payable to bearer, and transferable by delivery merely, and the payments thereon to bearer shall discharge the Telephone company in respect of the interest thereon regardless whether it or not the bond be registered. No recourse shall be had for the payment of the principal or the interest upon this bond or of any claims based thereon or in respect thereof or of said indenture against any mortgagees, stockholders, officers or director of the Telephone company either directly or through the Telephone company or through a receiver in trust, whether by virtue of any statute or rule of law, or by the enforcement of any agreement or penalty or otherwise, all such liability being by the acceptor hereof and as part of the consideration of the issue hereof expressly waived. This bond shall not become valid or be delivered to any purpose until it shall have been authenticated by the President by [blank] or its successor Trustee under said indenture, of the certificate being endorsed. In witness whereof New England Telephone and Telegraph company has caused these presents to be signed by its President or a Vice President and its corporate seal to be hereunto affixed and attested by its Secretary or an Assistant Secretary and coupons for said interest bearing the engraved facsimile signature of its Treasurer, to be attached hereto. Sealed the [blank] day of [blank], [blank]

201 New England Telephone and Telegraph Company By: President Attest: Secretary [Form of Interest Coupon] No. $ On the ______ day of _______________ New England Telephone and Telegraph Company will pay to bearer at its office or agency in _________ dollars in gold coin of the United States, being one month's money interest then due on its first mortgage Bond. Series ______, 19___. Treasurer. [Form of Registered Bond without coupons] No. $ United States of America, New England Telephone and Telegraph Company, First Mortgage Gold Bond. Series ______. New England Telephone and Telegraph Company (hereinafter called the Telephone Company,) a corporation of the State of New York, for value received hereby promises to pay to ____________________________________ or registered assignor on the ______ day of _______________ at the office or agency of the Telephone Company in _________________ dollars in gold coin of the United States of America or an equivalent to the standard of weight and fineness generally settling at ____________________________________, and to pay interest thereon at the rate of ________ percent (___%) per annum from the ______ day of _______________ i such interest to be payable to the registered holder hereof at off by mail, semi-annually on the ______ day of _______________ and on the ______ day of _______________ in each year until the repayment of said principal sum. This bond is one of a duly authorized issue of First Mortgage Gold Bonds of the Telephone Company, issued and to be issued under, and all equally secured by, an indenture of trust dated June 1, 1923, and executed under seal delivered by the Telephone Company to the First National Bank of Boston, a national banking association organized under the laws of the United States of America as Trustee to which indenture reference is hereby made for a description of the properties charged mortgage, the indebtedness secured, the nature and extent of that security

202 the rights of the holders of said bonds and of the trustee in respect of such security, and the terms and conditions under which the bonds are issued and secured, said bonds may be for various principal sums and are runnable in series, within sufficient series may mature at different times, may bear interest at different rates, and may otherwise differ in size under indentures provided. [blank] Series Bonds issued herein are now known as the First Mortgage Bonds. For said Bonds, [blank] Series of the Telephone Company and are limited to the aggregate principal amount of $ [blank] at any one time outstanding. [blank] If any event of default, as defined in the said indenture, shall occur, the principal of this bond may become and be declared due and payable in the browser and with the effect heretofore described said indenture. This bond is transferable by the registered holder hereof in person or by attorneys duly authorized or in writing, at the office or offices of the Telephone Company in upon surrender and cancellation of this bond and upon any such transfer a new registered bond or bonds without interest of the same series, for the same aggregate principal amount will be issued to the transferee as provided therein. No recourse shall be had for the payment of the principal of this bond or the interest upon this bond, or for any claim based thereon, or in respect thereof or any indenture against any incorporator, stockholder, officer or director of the Telephone Company, either directly or through the Telephone Company or trustee or trustee or trustee whether by virtue of any statute or rule of law, or by the execution of any partnership or joint venture in shares, all such liability being but the sole finance hereof and as part of the consideration for the issue hereof expressly released. This bond shall not become void or obligation for any purpose until it shall have been authenticated by the Registrar by [blank] or its successors, Trustee under said indenture of the certificate hereon endorsed. In witness whereof, New England Telephone and Telegraph Company has caused these presents to be signed by its President or a Vice President and its corporate seal to be hereunto affixed and attested by its Secretary or an assistant Secretary. Dated this [blank] day of [blank] New England Telephone and Telegraph Company By [blank] President. Attest [blank] Secretary.

And or there on each of said coupon bonds and on each of said registered bonds without coupon, there is to be inserted a certificate of the Trustee in the following form, to wit: [Form of Trustee's certificate] This bond is one of the bonds of the series designated therein, described in the within mentioned indenture Trustee. By. And whereas, all acts and things hereby prescribed by law and by the bylaws of the Telephone Company necessary to make said bonds valid when executed by the Telephone Company and authorized by the Trustees as in this indenture provided, without creating any legal obligations of the Telephone Company and this indenture a valid mortgage or deed of trust to secure the payment of said bonds, have been performed and the execution of this indenture has been in all respects duly authorized. Now therefore, this Indenture witnesseth that in order to secure payment of all the sums and securities of 1912 which January 1, 1923 entered by the Telephone Company under the indenture made by it with the Old Colony Loan and Trust Company dated January 1, 1910 and all the First Mortgage Bonds of 1912 due October 1, 1932 issued by the Telephone Company under the indenture made by it with Old Colony Trust Company dated October 1, 1912 (all such indentures and bonds being hereinafter sometimes referred to collectively as "Indentures") equally with any other indentures which may be secured by this indenture are consolidated with the covenants of the Telephone Company contained in said indentures dated January 1, 1910 and October 1, 1912 respectively, and to secure the payment of the principal and interest of all bonds now and to be issued under this indenture, according to their terms and effect and the terms of this indenture, and the performance of the covenants and obligations herein contained and in incorporation of the act of consolidation by the Trustees of the trust hereby created of the purchase and acceptance of the said bonds by the Trustees thereof, any and all deeds of trust held in hand by the Trustees for the Telephone Company, upon the execution and delivery of this indenture receipt whereof is hereby acknowledged by the Telephone Company has granted, bargained, sold, with a warranty alleged, enlarged, unleashed, assigned, transferred deed, set over, done by their successors do grant convey sell convey release confirm salvage deliver transfer and set over unto the Trustees and to its successors in said trust and to its and their assigns

204 therein, subject to the terms of this indenture, all and singular the following described property rights, privileges and franchises of the Telephone Company owning, [?] any and all real estate, and any and all interest in real estate in the states of Maine, New Hampshire, Massachusetts and Rhode Island, within which the Telephone Company owns, or which it may hereafter acquire, acquiring, in said states, together with all right, privileges and appurtenances of every kind and nature appurtenant thereto, also all buildings, plants, systems, machinery, improvements, structures, lines, telephones, machinery, materials, supplies, tools, implements, office furniture, telephone and telegraph lines, switchboards, wires, poles, conductors, carriers, conduits, stations and equipment, (central offices, subscriber stations and general investment boards, wearing connections and all appliances, apparatus, fixtures, fittings and equipment of every nature and kind whatsoever, and any and all interests therein, appertaining to or used in the transaction of its business in said states of Maine, New Hampshire, Massachusetts and Rhode Island, which the Telephone Company owns, or which it may hereafter acquire in said states, also, so far as it lawfully may, all rights of way, franchises, ordinances, privileges, commitments, concessions, permissions, leases, and all its patents, property rights, licenses, finance agreements, including any and all license agreements with the American Telephone and Telegraph Company, and all rights, privileges, contracts and agreements and any and all interests therein, appertaining to or used in the transaction of its business in said states of Maine, New Hampshire, Massachusetts and Rhode Island, which the Telephone Company owns, or which it may hereafter acquire in said states, also all the shares of the capital stock, specifically those shares as may be required to qualify directors of the New England Telephone and Telegraph Company of Massachusetts, the Providence Telephone Company of Rhode Island, the Massachusetts Telephone Company, and the Connecticut Telephone and Telegraph Company, which the Telephone Company owns, or which it may hereafter acquire in said companies, and any stocks, shares or other securities which the Telephone Company may deposit with the Trustee as provided in this indenture. Third and seventh denied certificates of stock, whether now or hereafter mortgaged and other of interest to be accompanied by irrevocable powers of attorney sufficient to enable the Trustee to make transfer thereof. All other

property, real and personal, and any and all interests therein, which the Telephone Company now owns, or which it may hereafter acquire, in said state of Maine, New Hampshire, Massachusetts and Rhode Island, of whatever kind or description and appertaining to or useful in the transaction of its business in said states, provided, however, that any stocks, bonds or other securities issued by states or corporations be same before they are conveyed shall be subject to the liens of this indenture until such time as they shall have been deposited by the Telephone Company with the trustee under the terms of the indenture. Also all tolls, revenues, rents, profits, profits’ rents and advantages to be derived, received or had from the property hereby mortgaged or pledged or intended to be taken, and part and parcel and all interests therein, whether the Telephone Company now owns, or which it may hereafter acquire in said states, to have and to hold all such together. The property, rights, privileges and franchises hereby conveyed and assigned or intended to be taken, together with all and singular the licenses, renewals, amendments, disclosures, revenues, rents and profits privileges and appurtenances now or hereafter belonging to or anywhere appertaining thereto, described in this indenture sometimes referred to collectively as the "Mortgaged Property," unto the Trustee and its successors in the trust hereby created and to its assigns, forever. But in trust perpetually, for the equal parts data hereof and security, specified in Section 1 of these Articles further the sum of each and every holder of the series of notes and coupons issued under said indenture shall be paid by the Telephone Company with the American Loan and Trust Company and Old Colton Loan Trust Company respectively, dated January 1, 1900 and October 1, 1912 respectively, and of each and every holder of the bonds and coupons issued and to be issued under this indenture, payment of preference, priority or determination as to the lien or otherwise of one bond or indenture over a form of the others by reason of priority in the issue or negotiation thereof or by reason of the date of maturity notwithstanding that each and all of said notes and coupons and each and all of the bonds issued and to be issued hereunder or caused thereby shall have the same right first, and privilege under this indenture and shall be equally secure hereby, with the same effect as if the same had all been jointly and concurrently issued simultaneously on the date hereof. Provided, nevertheless and there present are upon the conditions, that if the Telephone Company, its successors or assigns, shall well and truly pay or cause to be paid the principal

206 of all of the bonds and debentures secured by this indenture, with interest and premiums if any, according to their terms intent and meaning or shall provide for the payment of such bonds debentures and interest and premiums if any by depositing with the trustee the notes amount due thereon, and shall also pay or cause to be paid all other sums payable hereunder by the Telephone company then this grant and mortgage shall become void, and the trustee or its successor in trust by appointment of all lawful charges and disbursements therein incurred on demand of the Telephone company shall execute accordingly, and deliver to the Telephone company such instruments of release return or other deed of release or conveyance as may be necessary or proper to discharge this indenture of record, and shall assign and deliver to the Telephone company, its successors or assigns, all and singular the property, rights privileges and benefits hereby granted conveyed and assigned and more particularly described as aforesaid provided otherwise this grant and mortgage shall be and remain in full force. In the case of any outstanding bonds and unpaid coupons issued hereunder shall not within six years after such default or the default provided for in section 2 of Article Fifth hereof be present the same for payment thereof the trustee shall upon demand pay any sum due to the Telephone company amount as defaults and the trustee shall therefore be relieved from all responsibility to the holders or holders of any such bonds. This Indenture further witnesseth that the Telephone Company has agreed and covenanted, and hereby does agree and covenant with the Trustee and with the respective holders from time to time of said debentures and of the bonds or coupons issued hereunder, or any thereof as follows: Article First Form, Execution, Delivery, Registry and Exchange of Bonds Issued Hereunder Section 1. Bonds may be issued in series, each series of bonds shall be designated by a distinctive letter. All coupon bonds of the same issue shall be identical in form, except as to the denomination thereof. All registered bonds without coupons of the same series shall be identical in form, except as to the denomination thereof and the date specified herein from which interest is to accrue. All of the bonds of a particular series shall bear the same date. All bonds issued under this indenture shall mature not later than June 1st in the year nineteen hundred and twelve.

and twenty two. The bonds of Series A shall be designated "First Mortgage Thirty Year Five per cent Bond Series A" All bonds of Series A shall be dated June 1, 1922 and shall be payable on June 1, 1952 in gold coin of the United States of America, or in equivalent to the standard weight and fineness specified in this indenture, and shall bear interest payable on June 1st and December 1st in each year at the rate of five per cent (5%) per annum. They shall be makeable at the office of the telephone company upon the terms stated in Article VII hereof. Section 2. The bonds of each series other than Series A shall be designated in such appropriate manner as shall be determined by vote of the Board of Directors of the telephone company. The terms of the bonds of each series other than the terms of series A above expressly provided, including the maximum principal amount of bonds which may be issued in the series, the date both, date of maturity, rate of interest, interest payment dates, place or places of payment of principal and interest, pledgeability, provisions relating to conversion into the capital stock of the telephone company, or of a successor corporation to a sinking fund, to redemption and to payment without redemption, be certain terms, and other special covenants and provisions shall be such not inconsistent with the terms of this indenture, as may be determined by the Board of Directors of the telephone company and as shall be specified in said bonds. Section 3. Bonds of all series and the coupons to be attached to coupons bonds shall be substantially in the forms hereinafter set forth, with such omissions, corrections or variations as may be necessary or appropriate to make them conform to forms authorized in Rhode Island by law, by the Board of Directors of the telephone company and by the trustee by this indenture. All bonds issued under this indenture shall, from time to time, be executed on behalf of the telephone company, by its President or a Vice President under its corporate seal attested by its Secretary or an assistant secretary and shall be delivered to the trustee for authentication by it, and thereupon, as provided in this indenture and until otherwise the trustee shall authenticate and shall deliver the same. Only such bonds so executed hereunder as shall bear thereon a certificate of authentication substantially in the form hereinafter inserted, executed by the trustee, shall be secured by this indenture or be entitled to any right or benefit hereunder, and such authentication by the trustee upon