Dated at the said city of St. Louis this, the 19-. Allegheny Improvement Company, By day of President. (See National Bank of Commerce v. Francis, 296 Mo. 169, 246 S. W. 326.) Form 3224. Agreement to Purchase Convertible Gold Notes in Exchange for Corporate Securities with Reimbursement and Repurchase Conditions. New England Oil Corporation, 19 Milk St., Boston, Mass. Dear Sirs: In conformity with our verbal agreement with you, we hereby deliver to you, securities, a list of which is hereto annexed, in full payment for $616,000.00 principal amount of the five-year eight per cent. convertible gold notes of your corporation at 89 and accrued interest. In case you should sell the securities, either as a lot or in parcels from time to time, we will, on or before, 19—, pay you the difference, if any, between the aggregate price which you receive for all of said securities and the sum of $548,240.00, plus an amount equivalent to the accrued interest on said amount of notes, or we will, at your request, repurchase, on or before 19—, all of the said securities at not less than the said sum, plus said interest. Yours very truly, Cochrane, Harper & Co. (Here is a list of the securities, consisting of preferred and common stock and bonds of various companies.) The reply is as follows: Messrs. Cochrane, Harper & Co., 60 State St., Boston, Mass. Gentlemen: We acknowledge receipt of your letter of even date, together with the list of securities attached. In accordance with our understanding, we accept these securities in payment of $616,000.00, principal amount of five-year eight per cent. convertible gold notes of our corporation. We understand that part of the consideration for this transaction is your obligation to reimburse us for any difference between the total price which we may obtain for all of the said securities and the sum of $548,240.00, plus interest accrued on said notes or at our request to repurchase the said securities at the price as stated in your letter. Very truly yours, New England Oil Corporation, By Treasurer. (Involved in case of Parker v. New England Oil Corporation, 13 Fed. (2d) 158.) Form 3225. Agreement by Security to Purchase Notes. Agreement made this day of -, 19, between the New York City Railway Company, party of the first part (hereinafter called the "City Company"), and the Metropolitan Securities Company, party of the second part (hereinafter called the "Securities Company"): Preamble-Existing conditions-Former agreement. The parties hereto entered into a certain agreement, dated 19-, providing for the furnishing of certain sums by the Securities Company to the City Company, and the issue therefor by the City Company to its stock and its ten-year debentures therein described. The accounts between the parties thereunder have been stated and approved, and the Securities Company has fulfilled all its obligations for subscription of stock of the City Company thereunder, and is the holder of certain of ten-year debentures of the City Company issued thereunder, and is obligated thereunder to subscribe and pay for additional ten-year debentures. The City Company has entered into an agreement of even date with the Metropolitan Street Railway Company (a copy of which is hereto attached), under which the Metropolitan Street Railway Company has, at the request of the City Company, delivered, or is about to deliver, to the Securities Company, its three-year five per cent. improvement notes to the face amount of $8,000,000.00, as in said agreement described: Now, therefore, in consideration of the premises and the mutual covenants of the parties hereto, it is agreed: Former agreement canceled. Said agreement of, 19-, and all obligations hereunder are canceled with the consent of both parties, and all ten-year debentures of the City Company received under said agreement and now held by the Securities Company shall be forthwith redeemed by the City Company at the same rates as the same were delivered under said agreement. Advancements by securities company. The Securities Company shall, as and when required, on reasonable notice, and in any event before 19-, furnish to the City Company such sums as may be required by it to carry out the attached agreement by it with the Metropolitan Street Railway Company, and will also advance to it such other sums as may be required by the City Company before, 19—, against the issue of demand notes of the City Company therefor of the same face amount as such advances, payable to the Securities Company, or its order, or its nominees, as it may require, and bearing interest at the rate of six per cent. per annum. Assignment of securities to securities company. The City Company agrees to assign, transfer, and deliver, and hereby assigns, transfers, and delivers, to the Securities Company all the shares of stock and securities set out in schedule A hereto attached at the values therein stated; payment to be made forthwith by the canceling of obligations of the City Company held by the Securities Company to the same aggregate face amount as to the aggregate of such values set out in schedule A. Adjustment of interest. The amount of interest on the improvement notes of the Metropolitan Company issued and delivered to the Securities Company shall be adjusted on each half-yearly interest day on the basis of such amounts as may from time to time have been advanced hereunder to the City Company for the fulfillment of its obligations to the Metropolitan Company under the annexed agreement between said companies. Testimonium clause. (Construed in Joline v. Metropolitan Securities Co., 164 Fed. 144.) Telephone Securities Corporation, an Indiana corporation, hereinafter called the "company" for value received, hereby promises to pay to the holder hereof the sum of one thousand dollars in gold coin of the United States of America, or equal to the present standard of weight and fineness, on the first day of September 19-, at the office of The National Bank of Indianapolis, in the city of Indianapolis, and until the payment of this note in full to pay interest thereon from the first day of September 19, at the rate of six per cent. per annum, which interest is evidenced by coupon interest notes hereto attached, bearing the printed signature of the treasurer of the company and payable semi-annually on the first days of March and September of each year. Description of note as one of a series. This note is one of a series of notes of the company known as its six per cent. collateral trust gold notes issued in a maturity of three years from date, limited to the present aggregate principal sum of four hundred ninety thousand dollars ($490,000.00) presently to be issued, all equally secured as provided in a certain indenture of trust executed and delivered by the company of National Bank of Indianapolis, as trustee, bearing date September 1, 19-, by the deposit and pledge with said trustee of certain collateral more particularly described in said indenture of trust, to which indenture of trust reference is hereby made for a description of the property pledged, the nature and extent of the security, the rights of the holders of said notes thereunder, and the extent of the security, the rights of the holders of said notes thereunder, and the terms and conditions upon which said notes are issued and secured. This note is redeemable at any time upon the call of the company, upon 30 days' published notice, upon payment of its face amount, together with accrued interest unpaid at the date of redemption, and at a premium of one per cent. upon the principal, as provided by the terms of said indenture of trust. This note shall not be valid or obligatory for any purpose until it shall have been authenticated by the certificate indorsed hereon, executed by the trustee under said indenture of trust. In Witness Whereof, the Telephone Securities Corporation has caused this note to be signed in its corporate name by its president or vice-president, and its corporate seal attested by its secretary or one of its assistant secretaries, to be hereunto affixed as of the first day of September, 19-. Telephone Securities Corporation. Attest: By President. Secretary. Form of trustee's certificate. It is hereby certified that the within is one of the notes described in the indenture of trust therein mentioned. On March 1, 19—, Telephone Securities Company will pay to bearer at the office of the Treasurer. Form 3227. Stockholders' Indorsement of Corporate Note. All parties to this note, whether as sureties, indorsers, or guarantors, hereby agree, collectively and individually, to continue and remain bound for the payment of this note and all |