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THE COCONINO SUN "38"' , Hij.4V ""T ""y" s,r'yv4-n-a?Mfe f'i , v PAGE FOUR FRIDAY. NOVEMBER 1, 1912 ' jflKt' C.f'S-j " i ' t by the members of the Committee, and shall be delivered to D. L. . Gallup. Comptroller of The Atch ison, Tqpeka nnd Santa Fe Railway Company, to be held by him at his office. No. 59 Cedar Street, in the City )f New lork, for account of nil the parties in interest. Any holders of such bonds (other than the $324,000 of such bonds held by the Santa Fe Pncific Company) may become parties to this agree ment on or before such date as the Committee may prescribed by deliv ering, on the terms of this agree ment, to said D. L. Gallup, or to such other depositary as the Com mittee may nppuint. their bonds, with all coupons thereto belonging, except coupons which matuied prior to the first day of July, 1900. Depositing Bondholders shall receive receipts signed by said depositary, or by any other depositary that may be designated by the Committee, specifying the bonds and coupons deposited, and referring to this agreement, which receipts and all rights thereunder shall be transferable, subject to this agreement, in such manner as the Committee may approve. The Committee, in its discretion, may require any Depositing Bondhold ers, at the time of such deposit, to sign a copy of this agreement, and to deliver the same, to the de positary; but any depositor, by receiving any such receipt signed by the depositary, shall become a party hereto with the same effect as if he had .signed this agreement. Depositing Bondholders who fail to deposit their bonds on or before such date as the Committee shall prsecribe will not be entitled to deposit the same, or to become par ties to this agreement, or to share in the benefits thereof, and shall acquire no rights thereunder; but the Committee, in its disci etion, either generally or in special in stances, may extend the time for ' receivinc deposits and may receive deposits to a later date, and may waive any default by writing signed by a majority of the mem bers of the Committee, or by reso lution. Owners of bonds of the Railroad ' Company deposited with the Inter national Trust Company for pur poses of foreclosure may deposit such bonds by causing said Inter national Trust Company to deliver the same to the depositary, who thereupon as holder of said bonds may redeposit the same with said International Trust Company in exchange for receipts therefor to be issued by said Trust Company to the depositary. II. The Depositing Bondholders re quest the Committee to endeavor to carry out this agreement and the following plan, viz: The railroad and property of the Railroad Company, when sold at judicial sale, shall be bid in. by or for account of the Committee. ' which shall cause the same to be conveyed to and vested in a new railroad company, in consideration of the issue therefor of $150,000 par value of the fully paid up five per cent preferred stock nnd $1, 205.000 par value of the fully paid up common stock of such new rail road company. Such $150,000 of preferred stock shall be part of an authorized issue of $250,000; and such preferred stock shall entitle the holders thereof to receive cumu lative dividends at the rate of five per cent per annum before any dividend shall be paid on the com mon stock, and in case of dissolu tion or liquidation of the com pany, to receive the par amount of their stock together with any cumu lative dividends that shall hae accrued thereon, and that shall remain unpaid, before any sum shall be payable to the holders of the common stock. Such $1,205, 000 of the common stock and $250. 000 of preferred stock are to be the total authorized issue of the capital stock of such new railroad company. The Committee is to enter into an agreement with the Santa Fe Pacific Company, whereby the Santa Fe Pacific Company shall agree to deposit with the Commit tee said $32-1,000 par value of such bonds of the Railroad Company, together with coupons thereon maturing subsequent to July 1. 1900, and from time to time to ex pend for the purposes hereinafter stated or to pay over to the Com mittee sums in cash amounting in the aggregate to $150,000; and the Committee is to agree with the anta Fe Pacific Company that 1 upon the completion of the reor ganization the Committee will transfer and deliver, or cause to be' transferred and delivered, to tjie Santa Fe Pacific Company, or upon its order, $150,000 par value pf . such preferred stock and $529, 000 par value of such common sfock of such new railroad com pany, being a majority of all the shares of the capital stock of such new railroad company. Such ag gregate sum of $150,000 in cash to be expended by the Santa Fe Pa- cific Company or paid over to the Committee shall be expended by said Company or be used by the Committee for the following pur poses, viz: (a) To complete the construc tion and equipment of the railroad of the Railroad Company, or to make advances to the Receiver or to such new lailroad company as shall be organized hereafter and become the owner of said railroad for the purpose of completing the same; (b) To acquire, compromise or settle claims ngainst the Railroad Company or said Receiver; (c) To pay any sum in cash re quired to be paid upon the acquisi tion of said railroad; and (d) To pay any sums required to be paid for expenses or otherwise in carrying out such plans, or any of the provisions of this agree ment. Anv Receiver's certificate or other claim of any kind that shall be acquired by the Santa Fe Pacific Company by expenditure of any part of said aggregate sum of $150,000, shall be assigned to or upon the order ot the Committee, or to such new railroad company, or shall be released. Upon the completion of the re organization the Committee shall transfer and deliver, or cause to be transferred and delivered, to the Santa Fe Pacific Company, or upon its order.' said $150,000 par value of such preferred stock and $529,000 par value of such common atock of the new railroad company, and the Committee shall transfer and deliver, or cause to be trans ferred and delivered, to the re spective holders of receipts issued to depositors of the remaining $076,000 par value of bonds of the Railroad Company, upon surrender and cancellation of such receipts, an amount of common stock of the new railroad company equal at par to the par amount of the bonds represented by such receipts re spectively. If the holder of any of such re maining $676,000 of bonds of the Railroad Company shall fail to de posit his bonds and to become a party hereto, the common stock of the new railroad company which would be deliverable to such holder if he had deposited his bonds and become a party hereto, shall be turned over by the Committee to tre new railroad company, to be held as a treasury asset. It is understood that the aggre gate of the sum in cash to be ex pended by the Santa Pacific Com pany, or pad over to the Commit tee is to be $150,000, and no more. In case that more than the sum of $150,000 cash should be required for the purpose of carrying out such plan and this agreement, the Committee may obtain from the Santa Pacific Company, or other wise, such additional sum as may be required by selling at par any of the remaining $100,000 of the authorized issue of such preferred stock, or by charging the deposited securities and the railroad and property of the new railroad corn- company with the payment of such additional sum, and the Commiitce may require the new railroad com pany to assume the payment of any such additional sum, and to give its notes therefor, payable not less than one year after the date of the completion of the re-organization, and to assume any obligation in curred by the Committee. All pre ferred stock, cash and other assets received or acquired by the Com mittee (including the deposited bonds and all claims that shall be acquired) which shall not be re quired to perform such agreement with the Santa Fe Pacific Company and to make distribution among the Depositing Bondholders as above provided and to carry out the provisions of this plan and this agreement be turned over to the new company. The Committee shall make pro vision so that the new railroad company shall not issue any mort gage bonds and shall not issue any preferred stock in excess of the amount above provided for except with the consent of the holders of two-thirds of all the common stock of the new railroad company which then shall be outstanding. The first board of directors of the new railroad company is to con sist of seven directors, and the Committee shall cause five persons who are to be designated to be by the Santa Fe Pacific Company, and two persons who are to be designa ted by W. R. Page and F. C. Part ridge, to be chosen as such board of directors, provided such designa tion shall be made in writing prior to the organization of the new rail road company. The Committee, in its discretion, mny carry out, or attempt to carry out, the foregoing plan through a re-Organization of the Railroad Company without a judicial sale, by acquiring all the stock of the Railroad Company, by procuring the cancellation of all its bonds and the release of all claims against it and by readjusting its capitaliza tion so as to enable the Committee to make delivery of the preferred stock and common stock as above provided to the Santa Fe Pacific Company nnd to Depositing Bond holders; and, in that event, the Railroad Company shall be deemed to be he new railroad company under the foregoing provisions of this plan. The Depositing Bondholders re spectively authorize the Committee to do all acts and things which the Committee in its discretion may deem necessary for the purpose of carrying out said plan and this agreement, and each Depositing Bondholder for himself but not for the others by the deposit of his bonds, assigns and transfers the deposited bonds to the Committee and the survivor and their or his successors, as joint tenants, and agrees that the Committee shall be vested with all the rights and powers of owners thereof. And without limiting the foregoing general provision, it is hereby ex pressly declared that the Committee shall be authorized to exercise every power vested in the holders of said bonds; to purchase or other wise acquire or contract for the purchase or satisfaction of any liens upon any part of the mort gaged property or any claims against said Railroad Company, and to compromise with any such lien claimants or other creditors of said Railroad Company; to take any action which said Committee may in its discretion deem proper for the purpose of obtaining, securing or perfecting the title, ownership and possession of said railroad and property of the Railroad Company or any part thereof for the pur pose of expediting the reorganiza tion or avoiding litigation; to apply for said purposes the de posited bonds and any funds raised by the Committee, and to raise all necessary funds upon pledge of the deposited bonds, charging there with the rights of depositors under this agreement and their interest in the new securities to be issued, and in general to do whatever in the opinion of the Committee may be judicious or advisable for the purpose ot enrrymg out tne mre going plan and this agreement: it being hereby expressly declared that the specification of particular powers herein shall not be con strued as limiting the general powers hereby granted, and that the exercise of the powers by this agreement conferred upon the Committee shall be in all respects discretionary with it. It is, however, expressly under stood and declared that the Com mittee shall not have any power to render any Depositing Bondholder personally liable for any moneys borrowed by the Committee or voluntarily subject any Depositing Bondholder to any personal lia bility or obligation, but only the property which is the subject mat ter of this agreement may be charged with the liabilities or ob ligations incurred by the Com mittee. The amount to be bid by the Committee at anv foreclosure or other sale ot the railroad or other property of the Railroad Company shall be entirely discretionary with the Committee. All bonds and other property deposited with or held by any de positary hereunder shall be le ceived and held by such depositary subject to the order and cotnrol of the Committee; and at any time the Committee may appoint a new depositary. The 'ommittee may organize the new company proposed to be formed, in such manner as the Committee shall deem best, ajid may receive and vote upon the stock of such new company until the same shall be transferred to the parties entitled to receive the same hereunder. This agreement is to be opera tive whenever $800,000 par value of such bonds of the Railroad Com pany, or such less amount as the Committee shall deem to be suffi cient, shall have been deposited hereunder. In case for any reason the Committee shall determine that it has become expedient to attempt to carry out the plan, it shall return to the depositors their bonds, upon surrender of the re spective receipts therefor, and shall assign and deliver or transfer and convey to the Santa Fe Pa cific Company any Receiver's cer tificates, claims or other obliga tions or property purchased out of any cash paid to the Committee by the Santa Fe Pacific. Company. V. The Committee may adopt its own rules of procedure and it may employ such counsel, attorneys in fact and agents as it deems neces sary, may fix the compensation for their services and may make such expenditures as it shall in good faith deem necessary for the pur pose of carrying out this agree ment; and it may procure the per formance of any matters and things herein provided for by such agents, trustees and attorneys a$ it may in its discretion deem proper. The Committee shall act by a majority of its members, and the action of such majority shall be binding and have the same effect as if assented to by the full Committee. Two members shall constitute such majority. Any such action may be taken at a meeting at whjch A majority of the Committee shall be present in person or by proxy; or any action may be taken without a meeting pro vided such action be assented to or subsequently approved in writing by n majority of all the members of the Committee. A record shall be kept of all acts and proceedings of the Committee. Any member of the Committeo may resign In case of any vacancy the remaining members of the Committee by appointment in writing may ap point a new member to fill such vacanpy. In like manner the Com mittee by appointment in writing may add to its number. All right, title and powers vested in the Committee shall from time to time vest in the members for the time being of the Committee with out any further appointment, trans fer or assignment. The committee undertakes in good faith to endeavor to carry out this plan and agreement, but the members of the committee as sume no personal responsibility for the execution thereof. No member shall be liable in any case for the acts of the other members or of the depositary, nor for the acts of any attorneys, trustees or agents selected in good faith; nor shall any member be personally liable for any error of judgment or mistake of law, hut each shall be liable only for his own wilful malfeasance. Present or future members of the committee may he peculiarly interested in said bonds and in the matters which are the subject of this agreement. The accounts of the committee shall be filed with the new rail road company and when approved by its board of directors the com mittee shall be discharged. In Witness Whereof, said com mittee has caused this agreement to be signed the day and year first above written, and the depositors of bonds have accepted receipts issued by the depositary as herein before provided Edward D. Kenna, 1 Byron L. Smith, Committee." James H. Eckels, J In Witness Whereof .we the under signed, being said purchasers and their associates, have hereunto severally subscribed our names and affixed our seals this 30th day of July. A. D. 1901. Edward D. Kennea, (seal) Byron L. Smith, (seal) James H. Eckels, (seal) C. N. Sterry. (seal) Thomas J. Norton, (seal) Approved : Francis T. A. Junkin, Counsel to Committee. State of Illinois, ) County of Cook. J ss Before me, Edward J. Engel, a Notary Public in and for said County and State, on this day, per sonally appeared Edward D. Kenna, Byron L. Smith and James H. Eckels, known to me to be the persons whose names are subscribed to the foregoing instrument, and each acknowledged to me that he executed the same for the purposes and consideration there in expres sed. Given under my hand and seal of office this 30th day of July. A. D. 1901. (seal) Edward J. Engel. Notaty Public. Cook Countv, Illinois. My Commission expires April 17, 1905. State of California, 1 County of Los Angeles, j ss. Before me, J. L. B. Hamilton, a Notary Public in and for said County and state, on this day per sonally appeared Clinton N. Sterry, Known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this 7th day of Angust, A. D. 1901. (seal) J. L B. Hamilton, Notary Public, Los Angeles County, California. My Commission expires June 23, 1903 State of California, J City and County of ss. San Francisco. J Before me, John J. Deane, a Notary Public in and for 3aid City and County and State, on this day, personally appeared Thomas J. Norton, known to me to be the person whose name is subscribed to the foregoing instrument, and ac knowledged to me that he executed the same for the purposes and con sideration therein expressed. Given under my hand and seal of office this 5th day of AUgUst, A. D. 1901 (seal) John J. Deane. Notary Public, City and County of San Fiancisco, State of California. My Commission expires Sep. 24, 1904. (Endorsed) Filed in the office of the Sec retary of the Territory of Arizona this 10th day of August, A. D. 1901 at 9: a. m. Isaac T. Stoddard, Secretary of Arizona. Amendment to Certificate of Incorporation of The Grand Canyon Railway Com pany Whereas, The Grand Canyon Railway Company was duly incor porated by Articles filed with the Secretary of. the Territory of the Territory of Arizona on August 10, 1901, under the laws of the Ter ritory of Arizona to construct, operate and maintain a railroad from the Town of Williams in Coconino County, Territory of Ari zona, in a northerly direction to the Bright Angel Trail and Indian Garden in the Grand Canyon of the Colorado River, a distance of about seventy-one (71) miles; and Whereas, in and by said Articles, it was, among other things, provi ded, under Paragraph Fourth there of, as follows: "Fourth. The number of its Directors who shall manage the affairs of such corporation shall be seven and the names and post office addresses of the Directors for the first year are as follows: Names. Post-office Addresses. ,'E. P. Ripley, Chicago, Illinois. "W. R. Page. Proctor, Vermont, "Byron L. Smith, Chicago, Illinois, "James H. Eckels, Chicago.IUinois. "E. D. Kenna, Chicago. Illinois, "I L. Hibbard, Wmslow, Arizona, "R. J. Arey. Williams, Arizona." and. Whereas, at a special meeting of stockholders of The Grand Canyon Railway Company, duly called for that purpose, at which meeting the entite outstanding Capital Stock of The Grand Canyon Railway Com pany was represented in person or by proxy, it was unanimously re solved to alter and amend the Articles of Incorporation of The Grand Canyon Railway Company, by providing for nine Directors in place of seven Directors, and by adding to the names of the Direct ors for the first year the following named persons, to-wit: Frank A. Day, of Boston, Massa chusetts, and W. B. Jansen. of Chicago, Illinois, Now, Therefore. This Is to Cer tify, That the undersigned, The Grand Canyon Railway Company, has altered and amended, and does hereby alter and amend its Articles of Incorporation or Association so filed in the Office of the Secretary of the Territory of Arizona as aforesaid, by substituting for Para graph Fourth of said Articles, the following, towit: "Fourth. The number of Direc tors of The Grand Canyon Railway Company who shall manage the affairs of said corporation shall be nine, and the names and postoffice addresses of the Directors for the first year are as follows: Names Postoffice Addresses "E. P. Ripley. Chicago, Illinois, "W. R. Page. Procfor, Vermont. "Byron L.Smith, Chicago, Illinois, "James A. Eckels. Chicago. Illinois, "E. D. Kenna. Chicago, Illinois, "I. L. Hibbard, Winslow, Arizona, "R. J. Arey, Williams, Arizona, "Frank A. Day, Boston. Massa chusetts, "W. B. Jansen, Chicago, Illinois." In Witness Whereof, the under signed has caused these presents to be executed by its officers there unto duly authorized, and to be attested by its seal, this 27th day of January, A. D.. 1902. THE GRAND CANYON RAILWAY COMPANY (Seal) By (Signed) E. 1. Ripley, Attest: Its President. (Sgd.) Francis T. A. Junkin. Its Asst. Secretary State of Illinois County of Cook l: ss. Before me. Edward J. Engel. a Notary Public in and for said County and State, on this day per sonally appeared Edward P, Ripley, to me personally known, and known to me to be the President of The Grand Canyon Railway Com pany, who in my presence sub scribed to the foregoing instrument and acknowledged to me that he exe cuted the same by authority of the Board of Directors of said cor poration and for the purposes therein expressed; and said Edward P. Ripley, being duly sworn, de posed nnd said that he knows the corporate seal of said corporation, that the seal affixed to said instru ment is such corporate seal, and that the same was affixed thereto by authority of the Board of Di rectors of said corporation. , Given under my hand and seal of office, this 27th day of January, A. D., 1902. (Seal) (Signed) Edward J. Engel, I Notary Public for Cook i County, Illinois. My commission expirrs April 17th, 1905. Filed and recorded in the office of the Secretary of the Territory of Arizona this eighth day of Feb luary, A. D., 1902. at 9 a. m. . Isaac T. Stoddard. Secretary of Arizona. Second Amendment to Articles of Incorporation of I The Grand Canyon Railway Company wneieas, Dy nicies oi associa tion filed with the Secretary of the Territory of Arizona, on August 10, 1901, The Grand Canyon Railway Company was incorporated under the laws of the Territory of Ari zona to construct, operate and maintain a railroad from the town of Williams, in Coconino County, in the Territory of Arizona, in a northerly direction to the head 'of the Briget Angel Trail on the rim of the Grand Canyon of the Colo rado River; and Whereas, by an amendment to said Articles of Association filed in the office of the Secretary of the Territory of Arizona on the eighth, dav of February, 1902, the number of Directors of the said The Grand Canyon Railway Company was in creased from seven to nine; and Whereas, at a meeting of the Board of Directors of the said The Grand Canyon Railway Company held at Chicago, Illinois, on Feb ruary 2, 1903, it was resolved ,by said Directorate to increase the number of Directors of said Rail way Company fro::i nine to eleven. Now. Therefore' This Is To Cert ify that the undersigned, the Grand Canyon Railway Company, has al tered and aviended and does hereby alter and vmend the fourth para graph of its said Articles of' As sociation as amended on February 8, 1902, to read as follows: "4. The number of Directors of The Grand Canyon Railway who shall manage the affairs of said Corporation shall be eleven, and the names and postoffice addresses of said Directors shall be as fol lows, until their successors have been elected and qualified: Names Postoffice Addresses E. P. Ripley, Chicago. Illinois. E. D. Kenna, Chicago, Illinois. W. B. Jansen, Chicago, Illinois, Francis T. A. Junkin, Chicago, Illinois, F. A. Norton, Chicago, Illinois, Robert Dunlap, Chicago, Illinois, W. R. Page, Proctor, Vermont, I. L. Hibbard, Winslow, Arizona, R. J. Arey, Williams, Arizona. Frank A. Day. Boston, Massa chusetts. G. Holterhoff, Jr., Los Angeles, California. In Witness Whereof the under signed has caused these presents to be executed by its officers there unto duly authorized nnd to be sealed and attested this 4th day of June, 1903. THE GRAND CANYON RAILWAY (Seal) By E. P. Ripley, Attest: Its President. G. Holterhoff. Jr., Secretary. State of Illinois) County of Cook ' Before me Edward J. Engel, a Notary Public in and for said County and State, on this day per sonally appeared E. P. Ripley, known to me to be the porsoa whose name is subscribed to the foregoing instrument as President of The Grand Canyon Railway Company and acknowledged to me the execution of the said instru ment as the free act and detd of said corporation by him volun tarily executed for the purpose and consideration therein expressed. Given under my hand and seal of office this 5th day of June, 1903. 'Seal) Edward J. Engel, Notary Public. My commission expires 17th day of April, A. D.. 1905. State of California ) County of Los Angeles j Before me E. M. Astbury, a No tary Public in and for said County and State on this dav nersnnnllv appeared G. Holterhoff. Jr., known to me to be the person whose name is subscribed to the foregoing in strument as Secretary of Thp- Grand Canyon Railway Company and acknowledged to me the exe cution of the said instrument as the free act and deed of said cor poration by him voluntarily exe cuted and for the purpose and con sideration therein expressed. Given under mv hand and senl of office this 2nd day of July, 1903. (Seal) E. M. Astbury, Notary Public. My commission expires 30th dav of January, A. D., 1907. Filed in the office of the Ter ritorial Auditor of the Territory of Arizona, this 20 day of July A. D. 1903 at 10. A. M. W.F. Nichols Territorial Auditor, sep 27-nov.l r-V v i V ' t& - ii U 4. V i v, e4lfP