(a) Any of the shares of capital stock, or any of the securities of the following subsidiary corporations: Company, Company, Company, Company, and Company, Illinois corporations, which are now owned or held by said Company, or any or all of its other properties, assets or business, may be disposed of by said last named company in any manner consistent with and as a part of a plan of reorganization, merger and/or consolidation, designed to result in the ownership and/or control, directly or indirectly, of all of the properties now owned or controlled by Company, a Maine corporation, and cercorporation, tain other properties, by a new consolidated under the name "- Corporation"; and (b) Any of the shares of stock of the above named subsidiary corporations may, as a part of said plan, be voted in favor of the disposition of, by consolidation, merger, or otherwise, all or the principal part of their respective properties and businesses, to said Corporation, or to its nominee (s). Witness: May 19 Form 3564. (Seal) Agreement by One Corporation to Refinance Another Upon the Issue of Bonds by the Other. Toledo, Ohio, 19-. To Darb Fork Coal Company, Hazard, Kentucky. Gentlemen: For the purpose of rehabilitating the financial condition of the Darb Fork Coal Company and enable it to purchase and install additional and necessary equipment at its mine at Hazard, Perry County, Kentucky, The Woodville Lime Products Company, of Toledo, Ohio, an Ohio corporation, makes the proposition hereafter set out to said Darb Fork Coal Company. For convenience, the words "your company" will be used for Darb Fork Coal Company, and the words "this company" to designate The Woodville Lime Products Company: Advancing money. 1. This company will advance to your company the sum of forty thousand dollars ($40,000.00) upon the conditions and agreements hereafter set forth. Purpose of such advance. 2. Said money is advanced for the purpose of and on condition that it be used exclusively to purchase and install at your mine at Hazard, Perry County, Kentucky, one substation complete; two cutting machines; one four-ton motor; one loading machine; twenty-five two-ton mine cars; one motor for tipple, and trolley, tracks and all other necessary material and electrical equipment for the operation of said mine, including repairs to tipple; and pay unpaid taxes and royalties on lease from the Kentucky River Coal Corporation. Advance in instalments. 3. Such sums are to be paid you by this company as from time to time the same may be needed to carry out the objects of clause two hereof and this agreement generally. Advances-When made. 4. The instalments mentioned in clause two hereof shall be commenced forthwith, and carried on as rapidly as is consistent with carrying on mining operations at said mine in the meantime. 5. Amendment of articles of incorporation. Your company is to amend its articles of incorporation so as to extend the limits of its indebtedness to one hundred fifteen thousand dollars ($115,000.00). Bond issue secured by mortgage. 6. Your company is to provide for a bond issue of one hundred thousand dollars ($100,000.00), in denominations of one hundred dollars ($100.00) five hundred dollars ($500.00), and one thousand dollars ($1,000.00), the number of each denomination to be determined by you, to bear seven per cent. interest per annum, payable semi-annually, at a time to be fixed therein. Said bonds are to be payable in ten (10) years and their payment secured by a mortgage or deed of trust, which shall be a first lien on all the property of your company. Said bonds and mortgage shall contain a provision that on thirty (30) days prior notice, your company may call and retire any of said bonds on the next following interest paying day, by the payment of par and accrued interest. The trustee shall be hereafter mutually agreed upon. Use of bonds. 6-a. Said bonds shall be used (a) by turning over to this company, from time to time, as the money is advanced, such amounts in bonds as shall equal, at par, the sums of money advanced, until the bonds turned over equal the full amount of advancement, not exceeding, however, said sum of forty thousand dollars ($40,000.00); (b) by turning over to the several existing creditors of your company such amounts in bonds, as will equal, at par value, the indebtedness of the creditor so receiving the same, provided, the same is accepted as a full payment and discharge of the indebtedness, and the creditor receiving such bond or bonds, releases and discharges, in writing, your company from further obligation on the debt itself; (c) for the payment of over-due taxes and royalties. Limitation of use of bonds. 7. None of the bonds remaining unused after the objects of the preceding clause have been carried out, shall be sold, used, or issued unless consent thereto is first had, in writing, from this company. Transfer of capital stock as additional security. 8. The stockholders of your company shall, from time to time, as the advances are made, turn over to this company such an amount of their holdings of the common capital stock of your company, as shall in the aggregate, and at par, equal the amount of money advanced by this company, not exceeding the said sum of forty thousand dollars ($40,000.00); said stock having first been fully paid and being nonassessable, and to be transferred on the books of your company to this company. Bonds and stock delivered to trustee. 8-a. Your company is to turn over to a trustee, to be agreed upon, bonds of the par value of forty thousand dollars ($40,000.00), and certificates of common stock (as provided in the preceding clause) in the aggregate of forty thousand dollars ($40,000.00), indorsed in blank, and said trustee shall be authorized to turn over to this company, from time to time, such an amount in bonds as shall equal the advances made, and at the same time have transferred to this company on the books of your company an equal amount of shares of said common stock, and when so transferred deliver the same to this company. Status of bonds so delivered. 9. At all times, and on every advance of money by this company, this company is to become by the act of payment of the advance, the owner of bonds equal in amount of such payment and of an equal amount of said common stock, even though said bonds have not yet been turned over, nor said stock transferred and delivered. Interest on bonds. 10. All bonds turned over shall bear interest from the date of the advance for which they are turned over, and by the turning over of the bonds and stock the advance shall be considered to have been paid by your company. Advances used for specific purpose to avoid liens, etc. 11. All money advanced by this company must be used by your company for the specific purpose for which it was advanced, to the end that there will be no liens, mechanics, labor, mortgage, judgment or otherwise, on your property, or opportunity afforded for the taking of such liens. Pooling agreement by stockholders. 12. A pooling agreement shall be entered into among all the stockholders of your company, the terms and conditions of which, and the trustee selected, shall be satisfactory to and approved by this company, and which shall be binding upon all stockholders, and their heirs, successors and assigns, until the said bonds are fully paid and redeemed, and one provision of which said agreement shall provide that no stockholder shall have a right to sell or transfer his stock except on the written consent of this company. Consent of lessor to execute mortgage. 13. Before your company makes a mortgage or deed of trust to secure the payment of said bonds, you are to obtain a consent, in writing from your lessor, Kentucky River Coal Company, as is provided in clause eleven of your lease. Release on prior liens and conditions. 14. Upon the acceptance by your creditors of bonds as above stated, the present trusteeship of shall cease, and also the creditors' committee, both provided for by a resolution of the directors of your company on, 19, and the management and operation of your company shall be fully restored to your company, and the mortgage given by your company on 19, to said, trustee, and recorded in Mortgage Record 9, pages 211-13, Perry County, Kentucky, shall be released of record. Management-Salaries, etc. and 15. Upon the commencement of operation after the instalation of said equipment, are each to receive a monthly salary of not exceeding three hundred dollars ($300.00), for operating and managing your company, its business and mines, which shall include their duties as officers of your company, and neither they or any other officer of your company shall receive any other compensation, except, that in any year that a twelve per cent. dividend is declared and paid to the stockholders out of the net earnings of your company, said and shall each receive a ten per cent. bonus out of the remaining net profits for that year. In the event that either said or shall cease their present connection and duties with your company, then such arrangement shall be made as to their successors as shall be satisfactory to this company. Retirement of bonds. 16. Whenever your company calls and retires any of said bonds, there shall be retired of the bonds held by this company an amount equal to that retired for all other holders, until all of the bonds of this company have been paid. Furnishing coal requirements of "this company." 17. While this company is the owner of any of the stock of your company, your company shall fill all the weekly requirements of coal of this company, to be shipped to this company's plants wheresoever situated, and by such route as may be requested by this company, and in such manner as shall be, from time to time, notified to your company by this company in writing, telegraph or telephone. Price Payment and shipment of coal. 18. The price to be paid for all coal furnished shall be production cost, including overhead, plus twenty-five cents ($.25) per net ton of two thousand (2,000.00) pounds, not to exceed, however, two dollars and twenty-five cents ($2.25), f. o. b. your mines. Payments to be made by this company on receipt of rail |