Winnipeg Free Press

Winnipeg Free Press (Newspaper) - January 25, 1965, Winnipeg, Manitoba Winnipeg free press. Monday. January 25, 1965 15 notice of meeting of holders of first mortgage sinking fund Bonds series a 5% first mortgage sinking fund Bonds series b and first mortgage sinking fund Bonds series c of tub ask Plaas the whereas by a deed of Trust and mortgage dated As of november Bertins Fler principal Between the cons Anun Gas company of Toronto now the Consumers Gas company hereinafter called and Toronto a sacral trusts Corssar Stoa now Trust company hereinafter called the Bonds of the company Hare been authorized for Usu from Faoato More series subject to compliance with the provision and conditions set Forth m the principal deed ump u. M on. Or and whereas under and pursuant to the provisions of the principal deed first Barf Boakai series a Han created and issued to an aggregate principal amount of whereof s7.420.000 aggregate principal amount reman oat Atanda and whereas under Aud pursuant to the provisions of the principal deed and a supplemental Trust deed dated As of february 195t. Teafor called the first supplemental Trust Between the company Aad the trustee 5% first mortgage sinking fond Bond Serles Bhavo. Beta to mount of whereof aggregate principal amount remain outstanding and of the principal deed and a supplemental trait deed dated As of january is 1963, wis alter called the second supplemental Trust Between the company and the trustee 5vi% first mortgage staking fund Bonds series c ban Gas com Pant or Moon Nam Aad based to an arks at principal Emo Aat of we area m Deri which a at to any Modly Cattal of in add Ldoa to or Oan Slob of pro Moas Coa tatted to the Traat deed watch shall a article oni interpretation Section 1.01. Definitions. All expressions contained in this supplemental Trust deed shall have the same meanings As corresponding expressions in the Trust deed unless there is something in the context of this supplemental Trust deed inconsistent there with in which event such expressions shall have the meanings Given to them by this supplemental Trust deed. Article two Dpi nations Section 2.01. Subsection k of Sec Tion 1.01 of the principal deed is deleted and the following substituted therefor restricted subsidiary Means a Niagara Gas transmission limited so Ion As All the outstanding capital Stock of that company other than directors qualifying shares continues to owned by the com Pany a restricted subsidiary and to is subject to the Lien of this Trust deed an agreement of guarantee As part of the specifically mortgaged premises b provincial Gas company limited so Long As All the outstanding capital Stock of that com Pany other than directors qualifying shares continues to be owned by the company a restricted subsidiary and to be to the Lien of this Trust deed an agreement of guarantee As part of the specifically mortgaged premises and c any other corporation company or organization at least 90% of the outstanding shares of each elite of the capital Stock of which is owned by the company and a restricted subsidiary provided the company shall have by Resolution of its directors designated such other corporation company or organization As a restricted subsidiary and shall have subjected or caused to be subjected All the capital Stock thereof so owned by the company a restricted subsidiary to the Lien of this Trust deed an agreement of guarantee As part of the specifically mortgaged premises and All the outstanding shares of each class of the capital Stock thereof so owned by the company a restricted subsidiary Are still owned by the company a restricted subsidiary and subject to such Lien As part of such specifically mortgaged Section 2.02. Subsection a of Sec Tion 1.01 of deed is deleted and the following substituted therefor consolidated net earnings for any specified period of 12 months Means the aggregate excess during such period of 12 months of i the Gross earnings of the company and its restricted subsidiaries and dividends other than Stock dividends received from other companies interest revenues and other income derived from All sources exclusive of profits on the disposal or loss of fixed assets and investments and other non recurring items in excess of in the aggregate in such period Over ii All administration Selling development and operating expenses of every character in connection therewith exclusive of losses on the disposal or loss of fixed assets and investments and other non recurring items in excess of in the aggregate in such period exclusive of amortization of debt Premium discount and expense and exclusive of the Cost whether or not amortized of conversion of facilities and appliances of the company and its customers to the use of natural including but without limiting the generality of the foregoing insurance premiums in Terest other than interest on funded Obliga rentals fees payments for licenses provision for Normal depreciation and taxes other than income and profits All As determined on a consolidated basis in Accord Ance with sound accounting principles and reported upon by the company s auditors without in their opinion material Adverse qualification provided that Corpora Tion company or organization shall become a restricted subsidiary within or after the period for which consolidated net earnings is being determined but at or prior to the issuance of the additional Bonds in respect of which such determination is being made then for the purposes of such determination it shall be deemed to have been a restricted subsidiary for the whole of such and further provided that if the company or restricted subsidiary Ahall have acquired within or after the period for which Consoli dated net earnings is being determined but at or prior to the issuance of the additional Bonds in respect of which such determination a being made properties which within such period were used or operated in a business similar to that in which they Are or Are to be used or operated by the company or such restricted subsidiary and if the net earnings of such properties can be separately deter mined or fairly estimated in accordance with sound accounting principles then in deter mining consolidated net earnings the net earnings of Auch properties for the whole of such period May be included As if such properties had been owned by the company or such restricted subsidiary during the whole of such Section 2.03. Subsection t of Sec Tion 1.01 of the principal deed is deleted and the following substituted therefor property additions Means and includes the following property owned by the company or a restricted subsidiary which in the Case of company Cushion Gas includes the company s a restricted subsidiary s joint or undivided interest in any Cushion Gas owned by the company a restricted subsidiary and one or More others jointly or in undivided a All real and immovable property including without limitation lands buildings and other erections and All easements licenses privileges benefits and other rights or in Terete of any kind or nature whatsoever in or in respect of real and immovable property b All Plant machinery equipment fixtures and apparatus of a fixed or permanent nature including without limitation All transmission and distribution lines and systems and the conduits Mains pipes valves gauges meters and other apparatus comprised there in or pertaining thereto c All equipment and appliances it oozing Gas acquired for rental to used by the customers of the com Pany or a restricted subsidiary d com Pany cd Pihion Gas in an amount not exceeding the minimum Quantity of Cushion Gas or in the Case of a joint project not exceeding the company s a restricted subsidiary s portion of the minimum Quantity of Cushion Gas which is requisite to the operation of the particular storage Field or Reservoir contain ing Auch company Cushion Gas As the same is at the time proposed to be operated herein sometimes referred to As the required mini mum Quantity of Cushion Gas for such Field or and e All additions and improvements of a permanent nature to or of any property of the nature described in clauses b and c of this subsection but shall not mean or include any such transmission or distribution line or system or any of such components unless the company or such restricted subsidiary has a sufficient right under franchise agreement License or otherwise to maintain arid operate such line or system under terms whereby the same is not subject to being expropriated or otherwise taken Over without payment of fair compensation therefor ii the interest of the company or such restricted subsidiary in Well casings Well equipment gathering and Field lines and other physical property of a fixed or permanent nature used in connection with Wells situate on lands not owned by the company or each restricted subsidiary unless such Wells Are in production or used for the storage Iii property installed or erected on lease hold lands held under lease for a term including rights of renewal which expire earlier than 8 years after the last maturity of any writes of additional Bonds to be lamed on the. Basis of such property unless there is a right to remove such property from the said lands and the same is so removable without substantially destroying the value thereof or unless if such property May not be so re moved the company or Auch restricted subsidiary As the Case May be shall be entitled to receive upon the termination of the term of such lease such reasonable sum in compensation therefor As such property upon such leasehold lands shall then be Worth in maintenance repairs or other expenditures of a nature not properly chargeable to capital account v property which shall have been used As the basis for release of any property or the Issue of any additional Bonds or the withdrawal of any moneys from the trustee under any provisions of this Trust deed or shall have been purchased or acquired with any insurance Money or proceeds of any property released the trustee hereunder i renewals replacements or substitutions except to the extent that such replacements or substitutions consist of property owned by a restricted subsidiary at the time it enters into an agreement of guarantee or in All other cases except to the extent that the actual Cost thereof to company or such restricted subsidiary or the fair value thereof whichever a Leas exceeds the amount realized for the property renewed or replaced or for which such substitution was made As the Case May be Vii property owned by the company unless in the opinion of counsel such pro Perty shall not then be pursuant to Section 8.10 Hereof excluded from the first fixed and specific mortgage hypo Hec pledge and charge hereby created and such property shall have been validly and effectively subjected to the first fixed and specific mortgage hypo Hec pledge and charge of this Trust deed and be free from any other Lien charge or encumbrance other than permitted encumbrances and minor title defects Viii property owned by such restricted subsidiary unless in the opinion of counsel such restricted subsidiary shall have validly and effectively guaranteed to the trustee the performance by the company of All the company a obligations under this Trust deed and shall have supported such guarantee by a valid and effective first Itzea and specific mortgage Hypoth Fec pledge and charge and a first floating charge respectively upon the like property then owned or which May there after be owned of such restricted subsidiary As the property of the company charged by this Trust deed and in the same terms and with like exceptions All mutates Mut Andis As those of this Trust deed All to be contained in an agreement of guarantee in a form substantially similar to the form set out in the fourth schedule hereto which shall be entered into by such restricted subsidiary in favour of the Section 2.04. Section 1.01 of the principal deed is amended by adding thereto immediately following subsection the following subsections x Cushion Gas Means natural Gaa situated or placed in an underground storage Field or Reservoir As base storage Gas for the purpose of establishing or maintaining proper pressure and operating conditions in connection with the use and operation of such Stor age Field or Reservoir for the storage of natural Gas without regard to whether i such Stor age Field or Reservoir is a facility of the company alone or of the company and one or More others jointly or ii the Cushion Gas in such storage Field or Reservoir is owned or to be owned by the company alone or by the company or one or More others in undivided interests or in the company or one or More others is or is to be the operator of the storage Field or Reservoir in question y company Cushion Gas Means i Cushion Gas owned by the company a restricted subsidiary and located in any underground storage Field or Reservoir and ii the company s a restricted subsidiary s joint or undivided interest in any Cushion Gas owned by the company a restricted subsidiary and one or More others jointly or in undivided interest and located in any such fled or Reservoir in the Case of the first certification to the trustee As property additions pursuant to sections 2.07 or 2.08 of company Cushion Gaa in a particular Field or Reservoir the Cost there of shall be the sum of the Cost estimated if not known of company Cushion Gas in such Field or Reservoir on the Date of the acquisition thereof plus the Cost of company Cushion Gas placed therein determined on the Assumption that the first Gas placed in such Field or Reservoir after the Date of acquisition thereof constituted Cushion Gas and in the Case of any subsequent certification of additional company Cushion Gas with respect to such particular Field or Reservoir which shows an increased required minimum Quantity of Cushion Gas for such Field or Reservoir the Cost of the additional company Cushion Gas then being certified shall be determined on the Assumption that the Gas last placed in such Field or Reservoir prior to the filing of such certificate to the extent necessary constituted Cushion Gas z average Cost per . When applied to company Cushion Gas in a particular storage Field or Reservoir Means the amount obtained by dividing i the aggregate of the Cost of the fair value whichever in each in stance is less of company Cushion Gas in such Field or Reservoir theretofore certified to the trustee Lees the aggregate value As deter mined in Section 13.02 of any company Cushion Gas theretofore released pursuant to article thirteen by ii a number equal to the number of . 6f company Cushion Gas at such Field or Reservoir on the Date of the acquisition thereof certified to the trustee after such Date with respect to such Field or Reservoir Leas the number of . Theretofore released from said Field or Reservoir pursuant to article thirteen a consolidated net fixed Means the total value of the assets of the company and All its subsidiaries which in accordance with sound accounting principles May properly be grouped As fixed assets Leas adequate provision for depreciation a minor title defects Means title defects or irregularities which in the opinion of counsel Are of a minor nature and in the aggregate will not materially impair the use of the property for the purposes for which it is held by the company or the subsidiary concerned or materially affect the Security for the Bonds including without limiting the generality of the foregoing irregularities or deficiencies in the recorded evidence of title to real and immovable property of More than ten Yean standing which in the opinion of counsel can be cured by proceedings within the Power of the company or the subsidiary concerned or which in the opinion of counsel whether More or Leas than ten years stand ing Are not of a serious nature under the facts and circumstances of the Case a permitted encumbrances Means at any particular time any of the following encumbrances i liens for rates assessments or governmental charges or levies not at the time due and delinquent or the Validity of which is being contested at the time by the company or the subsidiary concerned in Good Faith and in respect of which there shall have been deposited with the trustee Cash in an amount sufficient to pay such Lien or Levy or a1 surety Bond satisfactory to the trustee in an amount sufficient for such payment ii the Lien of any judgment rendered or claim filed against the company or the subsidiary concerned which the company or the subsidiary concerned shall be contesting in Good Faith and in respect of which there shall have been deposited with the trustee Cash in an amount sufficient to pay such judgment or claim or a surety Bond satisfactory to the trustee in an amount sufficient for such payment Iii undetermined or inchoate liens and charges incidental to current construction or current operations which have not at such time been filed and of which written notice has not been served upon the company or the s subsidiary concerned pursuant to Law or which relate to obligations not due or delinquent in the excess of the amount of any taxes rates assessments or governmental charges or levies for which final assessments have not been received Over and above the amount of such taxes rates assessments or govern mental charges or levies As estimated by a responsible officer of the company t any mortgage hypo Hec charge Hen or encumbrance payment of which has been provided for by Deposit with the trustee of an amount in Cash sufficient to pay same in principal and interest until the Date of its maturity i reservations limitations provisos and conditions expressed in any original Grants from the Crown Vii easements leases Righta of Way sad servitude which in the opinion of counsel will not in the aggregate materially and adversely impair the use of the property concerned for the purpose for which it is held by the company or the subsidiary concerned article three Lacaua of Bonda Section 8.01. Section z.96 of the principal deed is amended by a deleting the average of in the fourth line and b relating two 2 of the three s fiscal years of the company in the sixth line and in Are Ting in lieu thereof twelve 12 consecutive Calendar months of the Twenty three 25 Calendar Section 3.02. Section 2.08 of the principal deed is amended by a deleting years in the first line of subsection b of Section 2.06 and inserting in lieu thereof and b deleting the average of in the first and second lines of subsection c of Section 2.06 and c deleting years in the second line of subsection c of Section 2.0s and inserting in lieu thereof Section 8.03. The first paragraph of Section 2.07 of the principal deed is amended by adding thereto the following the Cost to a restricted subsidiary of property additions acquired by it prior to and owned by it at the time that it becomes a subsidiary May at the option of the company the actual value thereof at such time As established by the report or reports of an Independent appraisal company or inde pendent appraisal companies less depreciation if any As shown by such report or reports provided that in no event shall the aggregate actual value a so established of the property additions owned by a restricted subsidiary at the time it becomes a subsidiary exceed the net Book value of the property additions of such restricted subsidiary at the time it becomes a subsidiary plus the excess if any of the aggregate Purchase of the shares of such restricted subsidiary paid therefor from time to time upon their original acquisition by the company another restricted subsidiary Over the Book value of such shares at the time or respective times of Section 3.04. Subsection b of Sofr Tion 2.07 of the principal deed a amended by deleting years in the first line and inserting in lieu thereof Section s.05. Subparagraph i of subsection c of Section 2.07 of the principal deed is deleted and the following substituted therefor that such property additions Nave been fully paid for and Are owned by the company or a restricted subsidiary free and Clear of any Lien charge or encumbrance other than the Lien of this Trust deed or of the agreement of guarantee of such restricted subsidiary referred to in subsection f of Thia Section and other than permitted encumbrances and minor title defects Section 3.06. Subparagraph ii of subsection c of Section 2.07 of the principal deed is amended by inserting after substitutions in the second line than renewals replacements or substitutions owned by a restricted subsidiary at the time it enters into an agreement of Section 3.07. Subpar graph Iii of subsection c of Section 2.07 of principal deed is deleted and the following substituted therefor if such property additions Are owned by a restricted subsidiary that at least 90% of the outstanding shares of each class of the capital Stock of such restricted subsidiary is owned by the company a restricted subsidiary and is subject to the Lien of this Trust deed an agreement of guarantee As part of the specifically mortgaged premises Section 3.08. Subparagraph v of subsection d of Section 2.07 of the principal deed is amended by inserting after substitutions in the second line than renew als replacements or substitutions owned by a restricted subsidiary at the time it enters into an agreement of Section 3.09. Subparagraph i of subsection d of Section 2.07 is deleted and the following substituted therefor showing the consolidated net earn Ings for the period selected by the company in accordance with Section 2.05 and that the requirements of such Section have been met Section 8.10. Subparagraph i of subsection f of Section 2.07 of the principal deed is amended by inserting after title in the fourth line subject to permitted encumbrances and minor title Section 3.11. Subsection d of Sec Tion 2.07 of the principal deed is amended by adding thereto the following subparagraph stating in ease the company shall have exorcised its option to establish the Cost to a restricted subsidiary of property additions to be the actual value thereof at the time Auch restricted subsidiary became a subsidiary in the manner provided in the first paragraph of this Section 2.07, the excess if any of the aggregate Purchase Price of the shares of such restricted subsidiary paid therefor from time to time upon their original acquisition by the company another restricted subsidiary Over the Book value of such shares at the time or respective times of Purchase Section 3.12. Subparagraph in of subsection 0 of Section 2.07 of the principal deed is deleted and the following substituted therefor such property additions Are free and Clear of any other Lien charge or encumbrance other than permitted encumbrances and minor title defects Section 3.18. Subsection g of Sec Tion of the principal deed is amended by inserting after limited in the third line and provincial Gas company Section 8.14. Section 2.07 of the principal deed is amended by deleting the period at the end of subsection g thereof and inserting in lieu thereof and " and adding thereto the following subsections i and if the Issue of additional Bonds is applied for in respect of property additions consisting of company Cushion Gas a certificate of an Engineer selected by the company and approved by the trustee who May be a person regularly employed by the company stating i that such Gas when added to the Quantity of company Cushion Gas if any for the Field or Reservoir in question theretofore made the basis for the release of any property or the Issue of additional Bonds or the withdrawal of moneys from the trustee under any provision of this Trust deed reduced by the amount of any company Cushion Gaa released pursuant to article thirteen Hereof with respect to such fled or Reservoir plus in the of a joint operation the Quantity of Cushion Gas if any owned by others than the company or a restricted subsidiary and then present in such Reservoir equals the required minimum Quantity of Cushion Gas for Field or Reservoir As then pro posed to be operated h that said required minimum Quantity of Cushion Gas is than present in such Field or Reservoir Iii in ease and whereas Tae principal deed by extraordinary Resolution to assent to adj agreed to by Ike company sad to authorize Ike trustee to notice to hereby Shea that a Bonds series b Ana 5v4% first Morts co Spaay 19 Toronto Street Toronto 1, Ana if deemed advisable passing a and to extents say indenture supplemental to the principal deed embodying watch a meeting of the Boad Allars of the company Ahall hate Power n. Add Ldoa the Aana lob of pro Moas rata am to the tract deed which shall a acor la and to extents aay indenture map i Mac Alii to the that deed boards series c hereinafter called the of me Cosa Pany will be bpm at series a 3% first Faaa Cosa Pany will be bpm at ids offices of the change addition or omission at hereinafter set out of a joint project that the amount of com Pany Cushion Gas so certified for such Field or Reservoir plus the Quantity of company Cushion Gas theretofore made the basis for the release of any property or the Issue of additional Bonds or the withdrawal of moneys from the trustee under any pro vision of this Trust deed and not released a aforesaid equals but does not exceed the company a a restricted subsidiary s portion of the required minimum Quantity of Cushion Gaa for such storage Field or Reservoir a then proposed to be operated in the average minimum pressure which in the opinion at the. Signer of such certificate is required to be maintained in such Field or Reservoir to insure that the required mini mum Quantity of Cushion Gas specified Pur Suant to i above for such held or Reservoir la maintained therein such average mini mum pressure being herein sometimes referred to a the required minimum pres and v that the fair value of the. Company Cushion Gas in respect of which the trustee is requested to certify and deliver additional Bonds to respect of such Field or Reservoir is not less than the amount specified in the certificate being delivered pursuant to subsection e of this Section 2.07 As the fair value thereof and 1 in Case of the first certify cation of property additions to the with respect to. Company Cushion Gas a any particular storage Field or Reservoir a certificate of an Engineer selected by the company and approved by the trustee who May be a person regularly employed by the company stating that in his opinion such storage Field or Reservoir is suitable for the storage of Cushion Gas in the manner in which the same is proposed to be operated and that the operation of such Field or Reservoir in such manner is economically feasible and j in ease the company shall have exercised its option to establish the Cost to a restricted subsidiary of property additions to be the actual value thereof at the time such restricted subsidiary became a subsidiary in the manner provided in the first paragraph of this Section 2.07, the report or reports of an Independent appraisal com Pany or Independent appraisal companies establishing the actual value of property additions acquired by such restricted subsidiary prior to and owned by it at the time that it became a subsidiary less depreciation if any As shown by such report or Section 8.15. Subsection c of Sec Tion 2.08 of the principal deed b deleted and the following substituted therefor a report signed by the company s auditors showing the consolidated net earnings for the period selected by the com Pany in accordance with Section 2.05 and that the requirements of such Section have been met Section s.16. The second paragraph of Section 2.08 of the principal deed is amended by deleting subsections b to in the seventh line and inserting in lieu thereof subsections b to and deleting average of in the twelfth line. Section s.17. Section 2.11 of the principal deed a amended by deleting average of in the thirteenth line. Article four acc Unity Section 4.01. Section 8.01 of the principal deed is deleted and the following substituted therefor Section 8.01. Specific charge. In consideration of the premises and one Dollar 11.00 to hand paid by the trustee receipt whereof is hereby acknowledged and to secure the due payment of All principal of Premium if any and interest including interest on interest on the Bonds from time to time issued and certified hereunder and All other moneys for the time being and from time to time owing on the Security of these presents and the Bonds and the performance of the obligations of the company herein contained and in pursuance of each and. Every Power it thereunto enabling but subject to the exceptions hereinafter in sections 8.06, 8.07 and 8.10 Hereof contained As to leaseholds As to the lands and premises located in the City of Toronto and More particularly described in the third schedule hereto and All Gas manufacturing Plant and equipment located thereon and As to property not forming part of the per manent undertaking of the company the company doth hereby Grant convey assign cede Transfer mortgage Hypothecate pledge and charge to and in favour of the trustee As and by Way of a first fixed and specific Mort Gage hypo Hec pledge and charge a All real and immovable property of the company now owned or hereafter acquired subject to the exceptions contained in sections 8.06, 8.07 and 8.10 including with out limitation lands buildings and other erections and All easements licenses Privi Leges benefits and other rights or interests of any kind or nature whatsoever in or in respect of real and immovable property b subject to the exception contained in Section 8.10, All Plant machinery equip ment fixtures and1 apparatus of a fixed or permanent nature of the company now owned or hereafter acquired including with out limitation All transmission and distribution lines and systems and the conduits Mains pipes valves gauges meters and other apparatus comprised therein or per Taining thereto c All equipment and appliances of the company utilizing Gas now owned or Here after acquired for rental to use by customer of the company d company Cushion Gas now owned or hereafter acquired e All outstanding shares in the capital Stock of the company s present restricted subsidiary Niagara Gas transmission limited being 40.000 shares of the Par value of each whereof 5 shares Are held by directors As qualifying shares f All outstanding shares in the capital Stock of the company s present restricted subsidiary provincial Gas company limited being shares of the Par value of each whereof 5 shares Are held by directors As qualifying shares including without in any Way limiting the generality of the foregoing All and singular the real and immovable property described in the second schedule hereto and All Plant machinery and apparatus of a fixed or permanent nature situate Section 4.02. Article eight of the principal deed is amended by adding thereto the following sections immediately following Section 8.09 Section 8.10. Additional prop erty excluded. Provided Aad it is hereby declared that if prior to the serum Tion of any interest in any property of the nature described in subsections s and b of Section 8.01 that is or is to be located installed or erected in or to areas wherein the company is then engaged in the business of furnishing purchasing storing manufacturing utilizing transmitting sup plying distributing Selling disposing of forms of Energy As part of the company s operations the company shall have furnished the trustee with a certified Resolution of the company authorizing the company to acquire such property and stating that it is the company s intention to dispose of such property in the Ordinary course of its Busi Ess Aad that the same is not to become part of the permanent undertaking of the com Pany then such property shall upon subsequent acquisition thereof by the company be excluded from the drat fixed and specific mortgage hypo Hec pledge and charts hereby created and shall not form aay part of the aped Focally mortgaged Praia to. Provided and the company covenants Aad agrees with the trustee that the company will exclude from the first fixed and specific mortgage hypo Hec pledge and charge hereby created any property of nature described in this Section 8.10 unless immediately after the acquisition thereof by the company the aggregate Cost to the com Pany of All property of the nature described in subsections a and b of Section 8.01 Hereof and excluded from the first fixed and specific mortgage hypo Hec pledge and charge hereby created pursuant to this Section 8.10 which aggregate Cost shall include the amount of any Purchase Money obligations upon such property and then owned by the company exceed an amount equal to ten percent of consolidated net fixed assets of the company and its subsidiaries. For the purpose of this Section 8.10 the directors May from time to time determine the consolidated net fixed of the company and its subsidiaries As at a Date not More than ninety 90 Days prior to making of such determination and May de Termine such consolidated net fixed assets to not than a stated amount without determining exact amount thereof. In making such determination Tursa _ tors shall consider and May rely on last available audited consolidated balance Ahot of the company and its subsidiaries and May consider and rely on the last available unaudited consolidated balance Sheet of the company and its subsidiaries and upon any other financial statement report or other data which they May consider reliable provided that the directors shall not make any such determination on the basis of such bal Ance sheets statement report or other data if to their knowledge any event Haa happened which would materially or adversely affect such consolidated net fixed assets As determined on such basis. Upon any determination having been made by the directors under the provisions Hereof the consolidated net fixed assets of the company and its subsidiaries As of any Date within a period of ninety 90 Days following the Date As of which such determination is made shall be deemed to he not less than the amount stated in such determination and such determination shall be conclusive and binding upon the company and trustee and the Bond Section 8.11. Any property of the nature described in subsections a and b of Section 8.01 Hereof which shall have been excluded from the first fixed and specific mortgage hypo Hec pledge and charge hereby created pursuant to the provisions of Section 8.10 Hereof May subsequently be included a the first fixed and specific Mort Gage pledge and charge hereby created and shall form part of the specifically mortgaged premises upon receipt by the trustee of i a certified1 Resolution of company stating that it is no longer the company a intention to dispose of such property and that the same has become part of the permanent undertaking of the company and ii a certificate of an Independent appraiser Engineer or other competent person selected by the company and approved by the trustee who May be a person regularly retained by the company appraising the fair value at such time of such property then proposed to be included in the first fixed and specific mortgage hypo Hec pledge and charge Hereof and Iii an opinion of counsel that such prop erty has Benn subjected to the first fixed and specific mortgage hypo Hec pledge and charge Hereof As part of the specifically mortgaged premises and is free and Clear from any other Lien charge or encumbrance other than permitted encumbrances and minor title defects. Section 8.12. In the Case of any prop erty of the nature described in subsections a and b of Section 8.01 Hereof which Ahall at the time the same a acquired by the com Pany be excluded from the first fixed and specific mortgage hypo Hec pledge and charge hereby created pursuant to Section 8.10 Hereof and subsequently be included in the first fixed and specific mortgage hypo the pledge and charge hereby created Pur Suant to Section 8.11 Hereof the Cost thereof to the company shall for All purposes of this Trust deed be deemed to be the lower Cost or fair value thereof As specified in the certificate referred to in subsection ii of Section 8.11 article five Section 5.01. Section 10.01 of the principal deed is amended by adding thereto the following subsection immediately follow ing subsection a subject to the right of the company to obtain the release of or abandon company Cushion Gas pursuant to article thirteen Hereof the company will and will cause its restricted subsidiaries to at All times main Tain or cause to be maintained As Cushion Gas in each storage Field or other Reservoir in respect of which company Cushion Gas has been used As the basis for the release of any property or the Issue of additional Bonds or the withdrawal of moneys from the trustee under any provision of this Trust deed the required minimum Quantity of Cushion Gas for such Field or Reservoir at the required minimum pressure therefor specified in the latest Engineer s certificate filed with the trustee with respect to such Field or Reservoir pursuant to subsection h of Section 2.07 or subsection 3a of Section 13.02, and in the event that at any time the Quantity or pres sure of Cushion Gas maintained in Auch Field or Reservoir shall fall below the required minimum Quantity or required minimum pressure of Cushion Gas which the company covenants to maintain or cause to be maintained As aforesaid the company will promptly and in any event within not More than 130 Days thereafter restore or cause to be restored such Cushion Gaa to such Quantity and pressure in Case the company or any restricted subsidiary shall place in any Stor age Field or Reservoir any Gas in addition to company Cushion Gas at any time and there after it becomes necessary to retain All or any part of Auch additional Gas in Auch storage Field or Reservoir in order to maintain therein the Quantity or required minimum pressure of Cushion Gas required hereby the Quantity of such additional Gas which it is necessary to retain in such storage Field or Reservoir for such purpose shall be deemed to Nave been placed therein in order to restore therein the Quantity or required minimum pressure of Cushion Gas required Section 5.02. Section 10.01 of principal deed is amended by deleting sub Section a thereof and substituting therefor the following that it lawfully owns or holds and is lawfully possessed of the real and immovable properties inscribed in the second schedule hereto and the Plant machinery equipment fixtures and apparatus of a fixed or permanent nature situated thereon free and Clear of All liens and encumbrances other than permitted encumbrances and minor title defects and the company will warrant and defend the title thereto and every part thereof As Well As of any and All real and immovable properties buildings machinery and Plant concessions leases licenses rights shares and securities hereafter acquired and forming part of the specifically mortgaged premises to the trustee its successors in the Trust and their assigns for the Benefit of the holders for the time being of the Bonds issued hereunder against the claims and demands of All persons article six Roas Jasion uni and re scam of Morta okd Section 6.01. Section 13.01 of principal deed is amended by striking out fifty thousand dollars in the twentieth tins and inserting in lieu thereof one million dollars and by striking out fifteen thousand in Twenty first Lins and insert ing in lieu thereof Hundred and fifty thousand dollars Section e.02 Section of the principal deed is amended by a deleting subsection 1 thereof Aad substituting therefor the following a certified Resolution requesting is lease which in the Case of a request for release of company Cushion Gas shall specify each storage Field and Reservoir from which such Gas is to be released and the amount of Gaa to be released from such storage Field or Reservoir and b deleting subsection 2 thereof and substituting therefor the following a certificate of the company stating in substance As follows a that the retention of such property is no longer necessary or advantageous in the conduct of the business of the company or the restricted subsidiary As a whole and that in View of the consideration to received for such or disposal Tbs Security afforded will not be impaired by suck a less and b in of property other thaa company Cushion Ras that the company or a restricted subsidiary has sold or otherwise disposed of or contracted to or otherwise dispose of property in question for s consideration representing in opinion of alias is not ims than its fair value which consideration May i Cash payable As to whole forthwith or As to part Forth with and a to the balance at any future Date or dates ii other property which could be made the basis for an Imus of additional Bonds under Section Hereof or Iii partly Cash and partly such other property Auch consideration to be set out in reasonable detail in such certificate and e in the Case of company Cushion Gas 1 As to Esch storage Field or Reservoir from which Cushion Gas is requested to be released that the basis upon which such storage Field or Reservoir is to be operated has been changed so As to reduce the required. Mini mum pressure for such storage Field or Reser voir and so that the required minimum. Quantity of Cushion Gas for such storage Field or Reservoir or in the Case of a joint project the company s a restricted sub Sidisky s portion thereof will be reduced by an amount equal to the amount of Gas release of which is being requested and ii the average Cost per ., for each such storage Field or Reservoir of the Cushion pm requested to be released and d amending subsection s thereof by inserting after to cases in the first line thereof the property to be released is property other than company Cushion Gas e by inserting immediately after sub Section 3 following subsection in Case the property to be released is company Cushion Gas the certificate of a Engineer selected by the company and approved by the trustee who May be a person regularly employed by the company approving the statements Mads pursuant to subclauses i of clause c of subsection 2 of this Section 13.02 in the certificate of company filed pursuant to said subsection 2 and stating with respect to each storage Field or Reservoir from which Cushion Gas is requested to be released i that the Quantity of Cushion Gas which will continue to be located in such storage Field or Reservoir after the withdrawal of the Gas the release of which is being requested and in Cam of a joint project the company s a restricted subsidiary s portion of such Quantity will not less than the reduced amount of the required minimum Quantity of Cushion Gas for such storage Field or Reservoir stated Pur Suant to sub Lauae i of clause e of sub Section 2 of this Section 13.02 and ii the required minimum pressure in the opinion of the signer to be maintained in such Field or Reservoir to assure that said required minimum Quantity of Cushion Gas is maintained f by amending subsection 4 thereof by inserting at the beginning of such subsection in the Case of property other than company Cushion Gas g by inserting immediately after id motion 4 the f6howing subsection in the company Cushion a sum of Money equal to the aggregate of the 1 amounts obtained by multiplying i a num Ber equal to the aggregate number of of company Cushion Gas to be released from All particular storage Fields or reservoirs As set Forth in the certified Resolution provided for in subsection 1 of this Section 13.02 by ii the average Cost per . Of the company Cushion Gas in such storage Fields or reservoirs As set Forth in the certificate of company provided for in subsection 2 of this Section 13.02 the amount compared pursuant to this subsection 4a in connection with any request for the release of company Cushion Gas being for the purposes of sub Section z of Section 1.01, deemed to value of the company Cushion Gaa in question Section 6.0s. Section 13.07 of principal deed is amended by adding thereto at the end thereof the paragraphs any consideration arising any Deal ing with the specifically mortgaged premises under this Section 13.07 shall unless the Security hereby constituted shall have be come enforceable and the trustee shall have determined or become bound to enforce same be paid or transferred to the company provided that i the trustee Ahall be in receipt of a certified Resolution of the company requesting that such consideration be. Paid or transferred to the company and ii forthwith upon receipt of such certified Resolution the trustee shall Given by registered mail to Esch Holder of registered Bonds holding not less thaa five Hundred thousand dollars aggregate pria a tidal amount of Bonds of company s request for such payment or Transfer and Auch notice shall include therein a copy of the certified Resolution referred to in immediately preceding i and Auch other material As the May appropriate in the circumstances and Iii the trustee shall not received within a period of thirty 30 Days after the giving of such notice a request in writing from the holders of ten percent or More of the principal amount of the Bonds then outstanding requiring that any such consideration be paid or transferred to the trustee to be received by it and form part of the specifically mortgaged premises Here under to be dealt. With As prescribed under sections 14.01 and 14.02 Section 6.04. The second paragraph of Section 13.02 the principal deed is amended by inserting after instruments in the first line article seven application of Money say to Neath v Section 7.01. Section 14.01 of principal deed is amended by Ting first paragraph thereof Vand substituting therefor the following certificates reports Aad opinions similar mutates Mut Andis to prescribed by subsections f i and j of Section 2.07 Herssel except that they shall refer to withdrawal of moneys and not to the Issue of additional Bonds and the requirements thereof in aspect of consolidated net earnings need not be article eight confirmation of Trust Section.8.01 the principal the. First supplemental Trust deed and the Sec Ond supplemental Trust deed As changed. Altered amended modified or supplemented by this supplemental Trust deed shall be and m Force and effect and Are hereby confirmed the principal deed the Hurtt supple Nib Tow supplemental Trust Elf Cedend the. Shall henceforth be read in conjunction with Troat and pita Deal fwd the first supplemental treat Trust Trust dead shall v effect to far a h auth. Provisions oath. Did the. First supplemental Trust deed second supplemental Trust deed and Thea mental Trust deed were contained in of. Instrument. I and taking such farther or other action whether by Way of extraordinary Resolution Pennant to the provisions of the principal deed or Omer who Ai May be considered sir liable. This notice b Given pursuant to the of the principal deed to the intent that an extraordinary Resolution pasted at men me Dag or any adjournment thereof if passed pursuant to the provisions of the principal deed shall be binding upon All bondholders and opon each and every Holder of Bonds and Coupon whether present or absent and the trustee shall be bound to give effect thereto accordingly and to the further intent that in consider ing passing any Resolution extraordinary or otherwise such meeting May modify Amend change amplify add to or omit any of matters and things Hereinbefore set out. Holders of Bonds in mar in Gisterek form or Bonds Reg mind As to principal Only May attend taxi netting and any Adjoa Naast Nora of m is Rosa Aad tote or May by last lament to writing appoint aay person at proxy to attend such meeting and any thereof and von for t holders Bonds May attaud Aach me Raag and any Adjo Tranent thereof la person and vote by producing their Depeatt with any Haak or Traat co Anany and receive in Cuchi and any Edjon rement thereof and Rote and to appoint a proxy to attend surf meeting and any Kadlu. And voting either personally or by proxy were the actual bearer of the Ana a. Produced the same at Aach meeting and at any adjournment thereof and will then be returned to by Holder a proxy need not be a Bondholder. The company and the my attend Roth meet tag by Thor Offit a tend Sach of i if Cates which will Enitte the Holder named therein Homen Sanf listed boards desiring to att of Ca and Dree ten. Ifal Adrian of company Aad to wow to Consumers Cas company ;