or omitted (without their or his own wilful default) with respect or Form 168. relating to the premises; Provided always that the trustees or trustee Power for may retain or pay to themselves or himself, out of any monies in their trustees to or his hands upon the trusts of these presents, the amount of any such retain salary remuneration as for the time being may be due to them or him, or of any such monies, costs, charges and expenses, claims or demands, as aforesaid.

20. THE provisions contained in the fifth schedule hereto shall have effect in the same manner as if such provisions were herein set forth.

This clause and the fifth schedule can be omitted if thought fit, but see note at foot of that schedule.

21. THE trustees or trustee may from time to time and at any time waive, on such terms and conditions as to them or him shall seem expedient, any breach by the company of any of the covenants in these presents contained.

22. THE trustees or trustee may delegate to any person or persons all or any of the trusts, powers and discretions vested in them by these presents, and any such delegation may be made upon such terms and conditions, and subject to such regulations (including power to subdelegate) as the trustees or trustee may think fit.

A clause as above is useful, especially where a trust deed includes or affects foreign property.

23. WHENEVER there shall be more than two trustees hereof, the majority of such trustees shall be competent to execute and exercise all the trusts, powers, and discretions, hereby vested in the trustees generally.

The above clause is sometimes found useful.

and outgoings.

24. THESE presents shall not be registered as a bill of sale, and it shall not be incumbent on the trustees or trustee to give notice to any person Deed not to be or persons of the assignment hereinbefore contained of choses in action registered. belonging to the company unless and until the primary trust for con- Notice version shall have arisen, and the trustees or trustee shall have deter- assignment mined to execute the same, and they or he shall not be deemed to action need commit a breach of trust or incur any liability whatsoever by neglecting not be given. or omitting so to do.

25. UPON the appointment of a new trustee or new trustees hereof under the statutory power the number of trustees may be augmented or reduced, provided that the number after each such appointment shall not exceed four or be less than two (d).

Sometimes a full power to appoint new trustees is inserted.

Occasionally

the power is vested in the company, and sometimes in the debenture holders. In the latter case, the power is usually ma le exercisable by the debenture holders in general meeting.

of choses in

IN WITNESS, &c.

Form 168.

THE SCHEDULES REFERRED TO IN THE

FOREGOING INDENTURE.

FIRST SCHEDULE.

Particulars of Freehold Property.

First.-All and singular, the strata, mines, veins, or seams of coal, culm, and other minerals, in and under all those pieces or parcels of land, situate in the parish of, in the county of particularised in the schedule to an indenture, dated.

skin

&c., and made, &c., and delineated on the plan drawn on the back of the
of such indenture, and thereon coloured red, containing, by admeasurement,—acres,
or thereabouts.

; the

Secondly. All and singular the messuages or tenements, and pieces or parcels of land and hereditaments, situate in the parish of in the county of particulars whereof are set forth in the subjoined tabular statement, and all other the hereditaments (if any) comprised in an indenture, dated, &c., and made, &c.

Thirty years from
1 July, 1863, de-
terminable, as in
the said lease
mentioned.

All the mines, veins, and seams of coal, situate, lying, and being in, and under all those several pieces or parcels of land, containing, together 117 A., 1 R., 17 P., situate, &c., which were demised by the indenture of the 21st July, 1863, in the first column of this schedule mentioned, and are delineated on the plan drawn on the last skin of the same indenture, with certain powers, rights, liberties, and easements therein referred to, and all other (if any) the premises comprised in and demised by the same indenture.

Twenty-one years All those mines, &c.

from, &c., deter

1 September, 1874, be- P. and D. thereby agreed to grant to the company a tween, &c.

&c., &c.

lease of, &c. &c., &c.

SECOND PART.

Other Agreements.

The purport and effect of the agreements.

Date of and parties to agreements.

1 August, 1874, between, H. D. thereby agreed to grant to the company a way.

&c.

10 September, 1874, be

tween, &c.

&c.

leave for ever over a certain tramroad, &c.
It was thereby agreed between
and the company
that it should be lawful for the company to erect a
bridge, &c.

17 August, 1874, between, G. thereby agreed to grant to the company a licence
to use certain inventions, the subject of the follow-
ing letters patent, namely, &c.

Issue of 100,000l. in mortgage debentures, ranking, pari passu, as a first charge.
No.

The

Mortgage Debenture.

Company, &c. [supra, Form 158.]

Form of Coupon.

[Supra, Form 158a.]

[Conditions to be Indorsed.]

THE CONDITIONS WITHIN REFERRED TO.

1007.

1. This debenture is one of a series of 1000 debentures for 1007. each, numbered 1 to 1000 inclusive, and issued or about to be issued by the within named company.

2. Fifty of the said debentures will be redeemed by the said company on the 1st day of November, 1880, and on each succeeding 1st day of May and 1st day of November, until the whole of the said debentures have been redeemed or paid off. 3 to 8 [same as 3 to 8 supra, Form 159.]

Form 168.

Form 168.

9 to 14 [same as 1, 2, 3, 4, 6, 7, supra, Form 1586], inserting in clause 6 the words or if the company commits a breach of any of these conditions," before the words" or if any order."

15. The holders of this debenture and the other debentures of the same series are entitled, pari passu, to the benefit of, and subject to the provisions contained in an indenture, dated the day of —, and made between the said company of the one part, and A. and B. of the other part, whereby certain collieries and other property (present and future) of the company were vested in trustees, for securing the payment of the principal monies and interest payable by virtue of such debentures, and the performance of the stipulations therein contained.

FIFTH SCHEDULE.

1. The trustees or trustee or the company may respectively at any time convene a meeting of the debenture holders. [Sometimes provision is made for convening a meeting pursuant to a requisition by debenture holders.]

2. Seven days notice at the least, specifying the place, day, and hour of meeting, shall be given previously to any meeting of the debenture holders. Such notice shall be given by advertising the same twice in the Times newspaper, and once in the London Gazette. It shall not be necessary to specify in any such notice the nature of the business to be transacted at the meeting thereby convened.

3. At any such meeting persons holding one-fifth of the nominal amount of the debentures for the time being outstanding shall form a quorum for the transaction of business; and no business shall be transacted at any meeting unless the requisite quorum be present at the commencement of business.

4. Some person nominated by the trustees or trustee shall be entitled to take the chair at every such meeting; and if no such person is nominated, or if at any meeting the person nominated shall not be present within fifteen minutes after the time appointed for holding the meeting, the debenture holders present shall choose one of their number to be chairman.

5. If within half an hour from the time appointed for any meeting of the debenture holders a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place; and if at such adjourned meeting a quorum is not present, the debenture holders present shall form a quorum, and may transact any business which a meeting of the debenture holders is competent to transact.

6. Every motion submitted to a meeting of the debenture holders shall be decided in the first instance by a show of hands; and in case of an equality of votes the chairman shall, both on the show of hands and at the poll, have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a debenture holder.

7. At any general meeting of the debenture holders, unless a poll is demanded by at least three debenture holders, a declaration by the chairman that a resolution has been carried, or carried by any particular majority or lost shall be conclusive evidence of the fact.

8. If at any such meeting a poll is demanded by three or more debenture holders, it shall be taken in such manner, and either at once or after an adjournment, as the chairman directs, and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

9. The chairman may, with the consent of any such meeting, adjourn the same from time to time.

10. No poll shall be demanded at any such meeting on the election of a chairman or on any question of adjournment.

11. At any such meeting as aforesaid the respective bearers of the debentures and no other person or persons, shall be recognised and treated as the legal holders thereof, and accordingly shall be entitled to vote in respect thereof.

[See infra, p. 274, for a modification of this clause, sometimes used where there are registered debentures.]

12. At every such meeting each debenture holder shall be entitled to one vote in Form 168. respect of every principal sum of 501. secured by the debentures of which he shall be the holder.

[Sometimes as regards registered debentures it is considered expedient to allow voting by proxy.]

13. Where the trustees or trustee shall have made such entry as aforesaid, they or he, with the authority of a special resolution, may, at any time afterwards, give up possession of the premises to the company either unconditionally or upon any conditions that may be arranged between the company and the trustees or trustee, with the sanction of a special resolution.

14. A general meeting of the debenture holders shall, in addition to the power herein before given, have the following powers exercisable by special resolution, namely:

(1.) Power to sanction the release of any of the mortgaged premises.

(2.) Power, to sanction any modification or compromise of the rights of the debenture holders against the company or against its property, whether such rights shall arise under the debentures or under these presents, or otherwise.

(3.) Power to agree to accept any other property or securities instead of the debentures, and in particular any debentures or debenture stock of the company.

15. A special resolution passed at a general meeting of the debenture holders, duly convened and held in accordance with these presents, shall be binding upon all the debenture holders, whether present or not present at such meeting, and cach of the debenture holders shall be bound to give effect thereto accordingly.

16. The expression "special resolution," when used in this schedule, means a resolution passed at a meeting of the debenture holders, duly convened and held in accordance with the provisions herein contained by a majority consisting of not less than three-fourths of the persons entitled to vote thereat. Provided that, in computing the majority, when a poll is demanded, reference shall be had to the number of votes to which every such person is entitled under these presents.

17. Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made and duly entered in books, to be from time to time provided for that purpose by the trustees or trustee, at the expense of the company; and any such minutes as aforesaid, if purporting to be signed by the chairman of the meeting at which such resolutions were passed, or proceedings had, or by the chairman of the next succeeding meeting cf the debenture holders, shall be conclusive evidence of the matters therein stated; and until the contrary is proved, every such meeting in respect of the proceedings of which minutes have been made, shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings had, to have been duly passed and had.

[It is by no means uncommon now to insert provisions (as above) in a debenture trust deed, enabling the majority to bind the minority in respect of various matters. The Joint Stock Companies Arrangement Act, 1870, gives such a power, but it only applies when the company is in liquidation. Now it sometimes happens that a company which has raised a large sum on debentures falls into temporary difficulties, and, though a large majority of its debenture holders may be willing to give time or make some reasonable arrangement, a minority decline to concur, and, in the result, the company is forced into liquidation. The insertion of provisions as above meets this inconvenience, and may save the majority from the tyranny of the minority.]

The common seal of the abovenamed company was hereunto affixed, Form 169. and the same was signed by the above named C. and D., two of the directors of the said company in my presence, and before the execution clause where

Attestation

deed to be