NAME OF CREDITOR.

ADDRESS.

AMOUNT OF CLAIM.

DOE FOUNDRY CORPORATION

PLAN

A new corporation shall be organized to take over all of the assets of Doe Foundry Corporation, subject to existing claims and indebtedness, which it will assume and agree to pay. This new corporation shall be capitalized, as follows:

BONDS

Six per cent 3-year mortgage bonds, of an amount to be determined by the aggregate of creditors' claims as accepted, or determined, and the Class B bonds to which reference is hereinafter made. On the basis of information now available, it is estimated that the total issue will be approximately... ..$1,000,000

All, or any part, of the bonds issued under the mortgage shall be redeemable at par on any interest date; if less than all, those to be redeemed shall be determined by lot. In case the new corporation shall show a net operating loss in excess of $250,000 at any time. before the bonds mature, in accordance with their terms, and such. loss shall not be made good to the new corporation, within thirty days, the bonds shall become due and payable; but the method of determining such operating loss shall be arranged satisfactorily to the Creditors Committee and the new Corporation.

The bonds shall be issued in two series-A and B.

A. Series A Bonds

A sinking fund of $50,000 shall be set up every six months, to pay, or redeem, Series A bonds, at par.

Series A bonds shall be issued to creditors, and shall be limited in amount approximately to 90% of amount of accepted, or established claims.

Authorized issue will be, say.

$500,000

(See Note *.)

B. Series B Bonds

Series B bonds shall be convertible into common stock, at $100 a

share.

Series B shall be limited in amount to the difference between the amount of Series A bonds and the total authorized issue, say $500,000.

Subscriptions to the amount of $500,000 have been made by a Syndicate formed to underwrite $500,000 of Series B bonds, at par, to provide $500,000 cash to make payments of 10% on account to creditors and to provide working capital.

CAPITAL STOCK

7% preferred stock, cumulative after the end of the fourth year, which shall be preferred as to assets and dividends and shall be entitled to $100 a share in liquidation, before holders of common stock receive anything; to be exchanged, share for share, for present preferred stock of Doe Foundry Corporation, on surrender of same and of all claims for accumulated dividends. The number of such shares shall be...... .25,000 Common stock of no par value. The number of shares thereof shall be ..100,000

NOTE:

The balance Sheet of December 31, 1922, shows general indebtedness, as follows:

Amount of cash payment (approximately 10%)..... 50,000

Balance payable in Series A bonds....

$500,000 for which purpose bonds to the face amount of $500,000 will be authorized.

Subscriptions to the amount of $500,000 have been made by a Syndicate formed to underwrite the $500,000 par value of Series B Bonds at par. Upon the purchase of these bonds, the Syndicate will receive 75,000 shares of common stock of the new Company. All holders of common stock of Doe Foundry Corporation, who assent to the plan, will be offered an opportunity to subscribe for their pro rata share (based upon the amount of stock deposited) of the $500,000 Series B Bonds at par, and, in addition to the par

amount of Series B purchased by them, will receive their pro rata of the 75,000 shares of common stock of the new Corporation; and the amount of Series B Bonds and common stock of the new Corporation to be received by the Syndicate will be reduced by the amount so taken by the holders of the common stock of Doe Foundry Corporation.

On the basis of the foregoing figures, the securities of the new Corporation will be distributed approximately, as follows:

Holders of common stock of Doe Foundry Corporation, who deposit their stock, but who do not participate in the purchase of Series B Bonds, may be offered one share of common stock of the new Corporation for each ten shares of common stock of Doe Foundry Corporation deposited by them under the Plan, but no fractional shares shall be issued in connection with such exchange. The members of the Creditors' Committee, of the Stockholders' Committee and the Managers of the Syndicate have all agreed to act, without compensation.

No. 141.

Agreement whereunder reorganization committee is authorized by bondholders to prepare, adopt and execute a plan for the reorganization of a railway company, which has defaulted on its mortgage.19

THIS AGREEMENT, made January 5, 1923, between such of the holders of the mortgage bonds or coupons of the Doe Railway Company (herein called the "Railway Company") as may become parties hereto (herein called the "Bondholders'), parties of the first part, and Richard Roe, Henry Koe and Thomas Koe, as a Committee, representing said Bondholders (herein called the "Committee"), parties of the second part, WITNESSETH:

WHEREAS, the Railway Company is insolvent, and has heretofore defaulted in the payment of interest upon its mortgage bonds, and suit has been commenced for the foreclosure of its mortgage, and the railroad and other property of the Railway Company is in the hands of a receiver heretofore appointed by the United States Circuit Court; and

WHEREAS, it is desirable and necessary that the holders of the mortgage and bonds and coupons of said Railway Company should organize for the protection of their mutual interests, and effect a reorganization of the affairs of the Railway Company either through, or without, foreclosure:

Now, THEREFORE, IN CONSIDERATION OF THE PREMISES, and of

THE CONSENT OF THE SEVERAL PARTIES OF THE SECOND PART TO ACT AS A COMMITTEE, AND OF OTHER GOOD AND SUFFICIENT CAUSES AND CONSIDERATIONS, THE PARTIES OF THE FIRST PART, EACH FOR Adapted from Industrial & General Trust, Ltd., v. Tod (1905), 180 N. Y. 215, 73 N. E. 7.

HIMSELF, AND NOT FOR THE OTHERS, OR ANY OF THE OTHERS, AGREE WITH EACH OTHER AND WITH THE COMMITTEE, AS FOLLOWS:

1. (a) The Bondholders shall and will, on or before February 15, 1923, deposit their bonds with the Doe Trust Company, of the City of New York, with coupons annexed of October 1, 1920, and all succeeding coupons, and with suitable transfers thereof to bearer, in case the same are registered as to principal. The bonds so deposited shall be held by the Doe Trust Company, subject to the order and full control of the Committee, to be used for any purpose under this agreement. The deposit of such bonds shall transfer to the Committee the full legal and equitable title thereto, for all purposes of this agreement. The Bondholders, on depositing their respective bonds, shall receive negotiable trust certificates representing their interest, which certificates shall be in form approved by the Committee.

(b) The Committee may, also, in its discretion, in such cases and upon such terms and conditions as it may deem proper, authorize the Doe Trust Company to receive deposits of coupons of a date prior to October 1, 1920; and, if any such coupons shall be so deposited, especial trust certificates, in a form approved by the Committee, shall be delivered to the persons depositing the

same.

(c) All persons depositing bonds, or coupons, shall, by accepting trust certificates, become parties hereto, with the same force and effect in every particular as though they had signed this agreement.

2. (a) The Bondholders hereby make, constitute and appoint Richard Roe, Henry Koe and Thomas Koe, and their respective successors (to be appointed as hereinafter provided) as the Reorganization Committee of the Railway Company; and they hereby constitute the said Reorganization Committee their only and exclu sive attorneys, agents and trustees, and the attorneys, agents and trustees of each and every one of them, for the purpose of carrying out this agreement.

(b) The Bondholders hereby severally and separately confer upon the said Committee whatever power and authority it may be necessary for the Committee to exercise, in order to legally and sufficiently execute the said trust; and they, and each of them, also, constitute and appoint the said Committee their true and lawful attorneys, irrevocable, to execute, on their behalf, such instruments in writing, and to do such acts and things as to the said Committee.