LAW LIBRARY UNiVERsrry of CALiFonjftk LOS ANGELES WICHITA PIPE LINE COMPANY TO THE EQUITABLE TRUST COMPANY OF NEW YORK, Trustee. Unbentuve SECURING General Lien Sinking Fund Geld Bonds. S2,000,000. Dated December 10th, 191t ^ % 6x i^y^^ 3 '^ ^bie UnbentUrCt made this tenth day of Decem- ber, 1913, by and between the Wichita Pipe Line Company, a corporation duly created, organized and now existing under and by virtue of the laws of the State of Delaware, hereinafter called the "Company," party of the first part, and The Equitable Trust Company OF New York, a corporation duly organized and now existing under the laws of the State of New York, here- inafter called the "Trustee," party of the second part: Whereas, the Company owns a right of way and has constructed and is constructing a pipe line system for the conveyance of natural gas, running from a point in Creek County, Oklahoma, at or near Section 33, Town- ship 18, Eange 7, in Creek County, Oklahoma, in and through the State of Oklahoma, to the Town of Tola, in the County of Allen and State of Kansas, with all the necessai7 branch and gathering lines, appliances, equip- ment and machinery appurtenant thereto, and has also acquired and is the owner of a certain contract for the sale and delivery of natural gas, and intends to acquire other rights of way for construction of pipe lines and to procure other contracts for natural gas; and Whereas, the Company is authorized by law to borrow money and secure the same by a mortgage on its rights, privileges and franchises and property; and Whereas, this Company has heretofore executed a mortgage or deed of trust (hereinunder designated as the first mortgage), bearing date October 1st, 1913, to Colonial Trust Company of Pittsburgh, as Trustee, to secure the payment of a series of bonds hereinafter desig- nated as "First Mortgage Bonds" amounting in the ag- rrregate to two million ($2,000,000) dollars, consisting of 7^/5.3^ two thousand bonds each of the par value of one thou- sand and ($1,000) dollars, bearing even date with said mortgage or deed of trust, and numbered consecutively from 1 to 2,000, both inclusive, payable on the first day of October, 1923, with interest at the rate of six per centum (6%) per annum, payable semi-annually on the first days of October and of April, in each year, the total amount of which is now outstanding; and Whereas, it is necessary in order to enable the Com- pany to provide funds with which to acquire property and make payment for the construction of its pipe line, as well as acquiring additional contracts for oil and gas lines, and for the transaction of its general corporate bus- iness; and the exercise of its general corporate rights, privileges and franchises, to issue mortgage bonds to the amount of two million dollars, and Whereas, the Company, its stockholders and Directors, for the purpose aforesaid, and particularly for the pur- pose of partly meeting the expense and cost of acquiring the property hereinafter described, and for the purpose of paying off obligations, and for the purpose of partly meeting the expense of improving, extending and adding to its property, structures, plants, distributing systems, contracts, pipe lines, and other plants, property and ap- pliances, and for the purpose of finishing, repairing, equipping, maintaining and operating the same, which are now built, owned or acquired, or which may here- after be built, owned or acquired by it, and for the pur- l>ose of furnisliing materials therefor, and particularly in orfler to enable it to fulfill the objects of its incorpora- tion at meetings of its stockliolders and Directors, duly called and held, have duly resolved and determined to exercise the borrowing power conferred upon it by law, and to issue the bonds of said Company to be known as its General Lion Sinking Fund Cold P.onds, in denomina- tions of one thousand (|1,000) dollars each, numbered consecutively from M-1 up, of five hundred (|500) dollars each, numbered consecutively from D-1 up, and of one hundred (flOO) dollars each, numbered consecutively from C-1 up, issued and to be issued for an aggregate principal sum of two million (|2,00.0,000) dollars face value at any time outstanding, payable to bearer or to the registered holder thereof, in gold coin of the United States of America, of the present standard of weight and fineness on the first day of December, one thousand nine hundred and fifty-three, at its oflflce or agency in the City of New York, with interest thereon from the first day of December, 1913, at the rate of five per centum (5%) per annum, payable at such office or agency in like gold coin, semi-annually on the first days of June and Decem- ber in each year, but only upon presentation and sur- render of the coupons for such interest attached thereto as they severally mature; that all payments upon said bonds, both of principal and interest, shall be made with- out deduction for any United States, State, County, or municipal tax or taxes, except income taxes, which the Company, its successors or assigns, may be required to pay, deduct or retain therefrom, under any present or future law; that there shall be contained in such bonds a provision for the registration of the principal thereof, and that the same shall pass by delivery unless the same have been registered in accordance with the said pro- vision; that the Company expressly reserves to itself and to the Trustee hereinafter mentioned, the right, at its option, to purchase all or any of the bonds outstanding of said issue, on any first day of June and December after the date thereof, by payment of the principal and unpaid accrued interest thereon, together with a premium of five per centum (5%) of said principal; that each of said bonds shall be duly executed under the seal of the Company, signed by its President or a Vice-President, and attested by itvS Secretary or an Assistant Secretary, and that the interest coupons tliereto attached or belong- ing, shall be authenticated by or with the facsimile signa- ture of the Treasurer of the Company engraved thereon; and that in case tlie officers who shall sign and seal any of said bonds or coupons shall cease to be such officers before the bonds so signed and sealed are actually issued and delivered, sucli bonds and coupons may, nevertheless, be adopted and used by the Company and be issued and delivered as though the persons who signed such bonds and coupons and sealed such bonds had not ceased to be such officers of the Company, and sueli bonds to be en- titled to the benefit of a sinking fund of two per centum (2%) per annum payable semi-annually; and Whereas^ in order to secure the payment of the prin- cipal and interest of all of the said bonds so to be issued by the Company, equally and ratably, without priority or distinction, irrespective of tlie date of issue of the same, the Company, its stockholders and Directors, have duly resolved and determined to execute a mortgage or deed of trust to the party of the second part, as Trustee, in the terms hereof, upon and of all the property, rights, franchises, powers, privileges, immunities, leases and contracts, acquired and to be acquired, and all the earn- ings, tolls, income, rents, issues and profits therefrom, and to that end have duly authorized its President or a Vice- President, and Secretary or an Assistant Secretary to make, execute, acknowledge and deliver under the cor- porate seal of the Company, to the party of the second part, as Trustee, this Indenture, and to, from time to time, cause each of said bonds to be certified by the Trustee; each of said bonds, the coupons thereto attached or be- longing, the certificate of the Trustee, and the provision for registration to be contained therein, to be sul)stan- tially in the form of the one thousand dollar bond fol- lowing, with suitable changes as to principal amount : UNITED STATES OF AMERICA, State of Delaware. WICHITA PIPE LINE COMPANY. General Lien Sinking Fund Gold Bond. 11,000. No. The Wichita Pipe Line Company, a corporation creat- ed, organized and existing under the laws of the State of Delaware, for value received, promises to pay to the bearer or if registered, to the registered holder thereof, at its office or agency in the City of New York, N. Y., the sum of one thousand dollars in gold coin of the United States of America, of or equal to the present standard of weight and fineness, on the 1st day of December, 1953 and to pay interest thereon from December 1st, 1913, at the rate of five per cent, per annum, payable at such office or agency, in like gold coin, semi-annually, on the 1st day of December and the 1st day of June in each year, until the principal shall be fully paid, but only upon presentation and surrender of the coupons thereto attached as they severally become due. All payments upon this bond, both of principal and interest, shall be made without any deduction for any United States, state, county or municipal tax or taxes, except income taxes, which the company, its successors or assigns may be required to pay thereon or deduct or retain therefrom under or by reason of any present or future law, the company hereby assuming and agreeing to pay such taxes. This bond is one of a series of bonds known as General Lien Sinking Fund Gold Bonds in denominations of one thousand dollars each, numbered consecutively from M-1 up; of five hundred dollars each, numbered from D-1 up; and of one hundred dollars each, numbered from C-1 up, issued aud to be issued for an aggregate principal sum of two million (12,000,000) dollars. All of said bonds are issued under and pui-suant to and secured equally and ratably by and are subject to all the terms and conditions of the mortgage or deed of trust executed by the said Wichita Pipe Line Company to The Equitable Trust Company of New York, as Trustee, bearing even date herewith, to which mortgage or deed of trust, ref- erence is made with the same force and effect as if herein fully set forth for a full description of the prop- erty and franchises thereby mortgaged or conveyed to secure the payment of the bonds, principal and interest, the nature and extent of the security, the rights of the holders of said bonds thereunder, including the remedies lo enforce the same, and the terms and conditions upon which said bonds are issued and secured. In case of default in the payment of any installment of interest on this bond, and said default continuing for six months after demand therefor, the principal of the bonds may immediately become due and payable as provided in said mortgage or deed of trust, and may otherwise become ertv hereby assigned and transferred to the Trustee or intended so to be. ^cvoiHt. Exce])t. as herein otherwise provided, the Com- pany shall have the right to exercise all lawful powers which as stockholder or otherwise it may possess, to the end that any corporations whose sliares of stock are or shall be subject to this indenture shall (a) preserve their corporate organizations during the time fixed by their several charters and shall perform such, acts as shall be necessary to preserve such corporations under the laws now in force or hereafter enacted by the several states under which said corporations are organized, and (b) shall not act or suffer any act to be undone by which any of such corporations may incur forfeiture of their cor- porate charts- session, handling and control of all pipe lines and all pumping or compressor stations, puni])s, boilers, engines, reducers, meters, appliances, fittings, equipment, fixtures, structurt^, machinei-y and property of all and every na- ture and kind connected with or belonging thereto, and all oil and gas leases and leaseholds and the wells, ma- chinery and property thereon mortgaged by this inden- ture, and also to vote upon all shares of stock which shall become subject to this indenture, with the same 17 force and effect as tliough this indenture had never been made, and the Trustee upon demand of the Company shall, from time to time, execute and deliver, or cause to be executed and delivered to the Company, or to such person or persons as shall be designated by resolution of its Board of Directors, such proxies or powers of attor- ney, as may be necessary to enable the Company, or such person or persons so designated, to vote upon all shares of stock of companies, associations or corporations trans- ferred to the Trustee hereunder at all meetings of the' stockholders of such companies, associations and corpora- tions, whether annual, general or special, with the same effect and to the same extent as though such shares were absolutely owned by the Company and were not subject to this indenture. Eleventh. That in case default shall have been de- clared against the Company and continued for the period of time as hereinafter provided, in addition to the other remedies in this indenture provided, the Trustee may re- voke such proxies or powers of attorney, or any of them, and in its discretion itself vote upon such shares of capital stock ; but after any such default shall have been made good or shall have been waived, the right of the Company to vote upon such shares and the obligation of the Trustee to execute such proxies and powers of attor- ney shall immediately revive and shall continue as though no such default had ever taken place. But no waiver of any default under any provision of this indenture shall estop or prevent the Trustee from exacting and declar- ing a default for any subsequent breach of that or any other provision hereof. In exercising its right to vote any of the stock, the Trustee shall vote as in its judg- ment will best serve the interests of the holders of the bonds issued and outstanding hereunder; but the holders of a majority in amount of the bonds issued and out- 18 standiug hereunder shall have the right, subject to the limitations hereinafter contained, to direct in writing the manner in which the Trustee shall vote such stock and the Trustee shall vote in accordance with such written directions. But in no case nor at any time shall such voting power by either the Company itself, or, in case of default, by the Trustee, be used or exercised for the purpose of creating or authorizing the creation of any secured indebtedness of such corporation, company or association or of any lien or charge upon any of the properties or franchises thereof, except (a) in substitution and exchange for and in discharge of a like amount of a prior indebtedness then secured by lien upon such prop- erties and franchises and drawing the same or a higher rate of interest; or (b) to secure advances or loans here- after made by the Company to such corporation, the obligations for which shall be made and delivered to the Company; or (c) any purchase mone}' mortgage or lien upon any property which may hereafter be acquired by any such corporation, company or association, but such mortgage or lien shall, however, be confined in its lien to the property purchased and no other. Any and all charges, liens or mortgages, with the evidence thereof, as security for advances or loans made by the Company under provision (b) of this paragraph, shall be imme- diately transferred, assigned and delivered by the Com- pany to the Trustee hereunder to be held by it as security for the payment of the bonded indebtedness hereof ac- cording to the terms hereof, in all respects as though the same had l)een transferred, assigned and delivered to the Trustee at the time of the execution of this in- denture; but all sums which shall be paid in satisfac- tion and discharge of the same shall, so long as no de- fault is made by the Company, belong to, be paid to, and be received by it, and shall not be held by the Trustee, which upon the payment of any such advances or loans 19 shall deliver the evidence thereof to the Company for cancellation. Twelfth. Whenever required by a resolution adopted by the afiflrmative vote of a majority of all of the Directors of the Company, the Trustee shall itself vote, or shall execute or cause to be executed a proxy or power of at- torney to such person or persons as the said Directors may by resolution appoint, to vote the shares of stock of any corporation held by it under this indenture, in favor of the consolidation or merger of such corpora- tion with, or the sale of all or any of its property to, the Company or to any other corporation a majority of whose shares of stock shall then be subject to this indenture. Upon any such sale to, or consolidation or merger with the Company the property acquired by it by virtue there- of shall forthwith become subject to and bound by the lien of this indenture, and the Company shall immediate- ly transfer, assign, and deliver the same to the Trustee to be held by it as security for the bonded indebtedness hereunder, subject to all the terms and provisions hereof; but no consolidation or merger shall be made with any other company unless there is issued and delivered out of any increased stock therefor the same proportion or part thereof as the Company held in the original stock, and the Company shall forthwith transfer, assign and de- liver such proportion of increased stock to the Trustee, to be held by it as security for the bonded indebtedness hereof, subject to all the terms and conditions hereof. For the purpose of enabling any such sale, consolidation or merger to be carried into effect, the Trustee may re- lease from the lien of this indenture any shares of stock held by it hereunder. Thirteenth. Whenever requested by resolution adopted by a majority vote of all the Directors of the Company, 20 the Trustee shall it.self vote, or shall execute or cause to be execut^^d its proxy or power of attorney to vote, any shares of stock held by it hereunder in favor of the in- crease or reduction from time to time of the capital stock of any such corporation, or the dissolution or liquidation tliereof. In case of the increase of the capital stock of such corporation, the Company sliall forthwitli transfer, assip^^ and deliver to the Trustee, to be held by it as se- curity for the bonded indebtedness hereof, subject to all the terms and conditions hereof, all the additional capital stock of sucli corporation, or such proportionate part thereof as the Company held in the entire capital stock of such coi-poration before such increase. In case of the decrease of the capital stock of such coi'poration the Tnis- tee shall, if it be necessai-y to effect such decrease, release from the operation of this indenture for cancellation a part of the capital stock proportionate to such decrease. If anything shall be paid to the stockliolders of such cor- I>oration upon any such decrease of capital stock, the amount payable upon the shares of stock tlien held by the Trustee hereunder (unless it be money) shall be forth- with paid over or conveyed to the Trustee, to be held by it subject to the teims of this indenture; but if such con- sideration be money it shall be paid over to the Company, to be held and disposed of by it in accordance with the thirty-fourth paragraph hereof regulating the proceeds from the sale of property. Fourteenth. That in case at any time all or any part of the property of any company whose shares of stock are subject to the lien of this indenture shall be sold upon the insolvency or tlie liquidation or dissolution of such com- pany (whether pni-suant to a vote of the Tnistee as here- inbefore authorized, or otherwise) or at judicial or other sale, or in caso any property covered by a mortgage secur- ing any bond, or subject to any charge, lien or trust for 21 the payment of any obligation held by the Trustee here- under, shall be sold upon the foreclosure of such mortgage, or by the enforcement of such charge, lien or trust, then and in such event, if the property of the Company, or the property sold, can be acquired by crediting on the shares of stocks, bonds, or obligations held by the Trustee here- under, any sum accruing or to be received thereon out of the proceeds of such proj^erty, and by paying not more than ten per centum of the price of such property in cash (or more than ten per centum if the holders of a majority in amount of the bonds hereby secured shall so request) the Trustee in its discretion may, but if requested in writ- ing by the Company, or by the holders of a majority in the amount of the bonds hereby secured, and provided with the amount of cash necessary therefor (whether such amount be more or less than ten per centum of the price of such property) shall purchase or cause to be purchased, or shall permit the Company to purchase, such property, either in the name of the Trustee, or of the Company or by purchasing Trustees, and shall use, or shall permit the Company to use, such shares of stocks, bonds or obliga- tions so far as may be to make payment for such prop- erty. In case of any such purchase the Tnistee sliall take such steps as it may deem proper to cause such property to be vested either in the Company, subject to tlie lien of this indenture, or in some other corporation organized or to be organized, with power to acquire and manage such property, provided that all the bonds and other secured indebtedness and capital stock thereof (excepting the num- ber of shares required to qualify Directors) shall be as- signed and delivered to, and received by, the Trustee and held by it for the benefit of the Company, or its assigns, but subject first to the lien of this indenture and all the terms and conditions thereof. The amount advanced by the Trustee or by any bondholder or bondholders as a cash oo payment on account of any such property so purchased shall be a lien thereon prior to the bonds hereby secured. FifteentJi. In case default shall be made in the payment of any interest on any bond or bonds hereby secured and outstandinon the purchase price therefor being paid to it, and the Trustee shall immedi- ately apply such purchase price to the retirement of bonds in the manner in the thirty-fifth paragraph hereof pro- vided for, the Trustee selecting by lot or otherwise as therein set out, the numbers of enough bonds equal to the said purchase price, applicable thereto, and giving the notice required in the said paragraph. And for acting upon such resolution as passed, the Trustee shall incur no liability or responsibility whatsoever, save only for the application of the money in the manner above provided. Thirty-eighth. All the covenants, conditions and under- takings of the Company are made subject to the prior covenants, conditions and undertakings of the indenture dated October 1st, 1913, and in all respects subject to the rights of the Trustee thereunder, and upon the under- standing that immediately upon the payment or satis- faction thereof, each and every of them shall be fully bind- ing and effective and that the Company shall do all things necessary to make them so. Thirtif-ninth. The Trustee for itself and its succes- sors, hereby accepts the trust and assumes the duties herein created and imposed upon it, but only upon the following terms and conditions, to wit : (a) The Trustee shall be protected and relieved of all responsibility in acting upon any notice, re- quest, consent, certificate, bond or other paper or document believed by it to be genuine, and to have been signed by the proper party. 39 (b) The Trustee may select and employ in and about the execution of this trust suitable agents and attorneys whose reasonable compensation shall be paid to the Trustee by the Company, or in de- fault of such payment, shall be a charge upon the hereby pledged premises and property, and the proceeds thereof, pairamount to said bonds. It shall be no part of the duty of the Trustee to file of record this indenture as a mortgage or conveyance of real estate or as a chattle mortgage or conveyance of personal property, or to renew such mortgage, real or chattel, or to procure any further, other, or additional instrument of further assurance, or to do any other act which may be suitable or proper to be done for the continuance of the lien hereof or for giving notice of the existence of such lien, or for extending or supplementing the same ; nor shall it be any part of its duty to keep itself informed as to the payment of any taxes, or assessments, or to require such payments to be made. The Trustee, save for its gross negligence or wilful default, shall not be personally liable for any loss or damage. (c) The Trustee shall have a first lien upon the pledged property and funds for its reasonable ex- penses, counsel fees and compensation, and for all liabilities incurred in and about the execution of the trusts hereby created, and the exercise and per- formance of its powers and duties hereunder. (d) The Trustee shall be under no obligation or duty to perform any act hereunder, or to defend any suit in respect hereof, unless reasonably in- demnified. Except as herein expressly otherwise provided, the Trustee shall not be bound to recog- nize any person as bondholder, unless, or until, his bonds are submitted to the Trustee for inspec- 40 tion, if required, and his title satisfactorily estab- lished, if required. (e) All recitals, statements of fact and repre- sentations contained in this mortgage, or in said bonds or any of them, are to be taken as the re- citals, statements and representations of the Com- pany, and are not to be considered as made by the Trustee, and the Trustee assumes no responsibility as to the correctness of the same; nor is the Trus- tee to be understood as making any representations whatever as to whether or not this mortgage is a lien upon the property embraced therein nor as to the value and title of said property. (f) The Trustee does not certify or represent hereby, nor is it a part of its duty hereunder, to ascertain that this mortgage is a mortgage or any lien whatever upon the property described herein or mortgaged hereunder, or that the same is filed for record or recorded, and shall not require the recording of the same before certifying the bonds hereunder and to any extent to which the record- ing may be required, the same shall be fully filled by production to the Trustee of evidence showang the recording in any one of the counties mentioned in the granting clause hereof; that any of the re- citals, statements of fact or representations con- tained herein, or in any of the said bonds or the coupons attached thereto are true, all of which du- ties sliall ►^'^ • ra < » O c+ CO M g 4 4 13-0 13* ef i-B O 3 ch c+ H* Hj CD M .2 ^ H} Gq CO 4 . td ts O c+JD cf CD 5* D3 c+ HjJs'CtJ O ri* o* O ^3* CD CD CD CD c^j , (D W P CD S h{- HJ ^ CD S ^ O CD ch ^ O W • «tSCDe+ M H> _ pip o M P CD 07*0 H« c+ H CD cf ►=eJ CD^chP'ts'jIJOlTJ -H- CD a* CD p jrJ H" W P 2 B H- c+^d CDO»iOHjaH»CD ■• Of hi -— ^ Pl O W CD 4 H«0<3 O H CD P CP3 H* ef H« V} CD p-« p tJ a' p a pi CraCP5 CD 5 CD b^ «• —