LOUISVILLE & NASHVILLE R R
Cecilian Branch Mortgage
0
UNION TRUST CO., of NEW YORK, Trustee.
JOHN P. MORTON A CO., PRINTERS, LOUISVILLE, KY.
LOUISVILLE & NASHVILLE R. R.
Cecilian Branch Mortgage.
UNION TRUST COMPANY, OF NEW YORK, TRUSTEE.
This indenture of mortgage made by and.between the Louis¬
ville and Nashville Railroad Company (a duly authorized railroad
corporation of the state of Kentucky), party of the first part, and
the Union Trust Company, of New York (a corporation organ¬
ized under the laws of the state of New York), trustee, party
of the second part, this first day of March, one thousand eight
hundred and seventy-seven; witnesseth as follows :
»
(i) Whereas, the party of the first part, under and by the
power and authority vested in it by its charter, purchased of
Morris K. Jesup, George Webb, and John T. Moore, on Novem¬
ber 24, 1876, as evidenced by a written contract of that date,
the line of railroad and property described as follows :
The Branch Railroad of the Louisville, Paducah & South¬
western Railroad Company, extending from the Main Stem Rail¬
road of said Company at Cecilia Station, in Hardin County, to
the city of Louisville, in Jefferson County, in the state of Ken¬
tucky, together with all the land belonging to said Company
2
LOUISVILLE & NASHVILLE R. R.
acquired for the purpose of constructing and operating said
Branch Railroad, within the limits designated, all buildings and
other erections thereon, all the rails and equipments other than
rolling stock, upon or pertaining thereto, and all tools and ma¬
chinery and supplies and fuel therein or thereon belonging to
said Company, all appurtenances of any of said property, and
all the rights, privileges, and franchises held and owned by the
said Railroad Company for the use and enjoyment of said Branch
Railroad within the limits designated, but .the above is not to
include the Louisville depot grounds nor the buildings, improve¬
ments, track, or rails annexed thereto; said properties being the
properties designated, embraced, and conveyed in and by the
indenture deed of trust or mortgage, dated May I, 1873, made
to L. H. Meyer and Philo C. Calhoun, trustees, and consisting
in part of and comprising the following more particularly de¬
scribed properties and effects, that is to say :
The Branch line of railroad extending as aforesaid from the
Main Stem Railroad at Cecilia Station, in Hardin County, to the
terminus of said Railroad in the city of Louisville, in Jefferson
County, except the said depot grounds, being a distance of about
45.54 miles, more or less, with all the appurtenances thereof, and
all the property therein and thereon, as hereinbefore described,
with the exception before stated, all fhe tools, machinery, equip¬
ments, fuel, supplies, and other property in and upon and about
said Branch Railroad from its connection with the Main Stem
Railroad at Cecilia Station to the city of Louisville, and in and
upon and about the shops, buildings, and erections upon such
Branch Railroad and property and all supplies and materials
* *
thereon and therein.
Also, a lot in said city of Louisville conveyed to said Rail¬
road Company by W. A. Meriwether and wife, by deed dated
the 25th day of November, 1873, and duly recorded in Jefferson
County Court Clerk's Office,, in deed-book No. 176, page 172,
CECILIAN BRANCH MORTGAGE.
3
and described as follows : • The southern sixty-six feet of frac¬
tional lot No. 44 and fractional lot No. 45 of the subdivision of
the property lying adjacent to the southern boundery of the city
of Louisville, which was divided between the heirs of Alfred and
Emily Thompson, in action No. 23,864 in the Louisville Chan¬
cery Court, in the style of George Thompson and others against
W. W. Smith and others, of which a plot is on file in said case,
the said lots being part of those in said subdivision allotted to
Henry S. Thompson, and by him recently conveyed to said
Meriwether.
(2) Whereas, the president and directors of the party of the
first part, at a meeting held on the twenty-eighth day of Febru¬
ary, 1877, adopted the following resolution:
"Resolved, That the president of the Company have prepared
and executed the bonds of the Company to the amount of one
million dollars with interest coupons attached, the bonds to be
of the denomination of one thousand dollars each, to bear date
the first of March, 1877, and to be due and payable the 1st
of March, 1907. The same to be signed by the president and
countersigned by the secretary with the seal of the corporation
affixed; and to bear interest at the rate of seven per cent per
annum, payable semi-annually on the first day of March and the
first day of September in each year upon the presentation and
surrender of the proper coupon at the agency of the Company
in the City of New York, and that he execute on behalf of the
Company a mortgage of even date with said bonds upon the
line of railroad extending from Cecilia Station, on the Louisville,
Paducah & Southwestern Railroad, in Hardin County, to the
city of Louisville, in Jefferson County, all in the state of Ken¬
tucky, a distance of about forty-five and fifty-four one hundredths
(45.54) miles, more or less, with the appurtenances and all the.
property, franchises, and privileges pertaining to said line of
Railroad, and the legal title to which is to be acquired by the
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LOUISVILLE & NASHVILLE R. R.
Louisville & Nashville Railroad Company, by a deed of even
date with this mortgage, hereby authorized and directed to be
executed from Morris K. Jesup, George Webb, and John T.
Moore, conveying said property rights and franchises to said
Company and to be delivered and to take effect simultaneously
with the said mortgage hereby authdrized and directed to be
executed so as to secure to and give the holders of the bonds to
be issued in pursuance of this resolution a lien prior and supe¬
rior to all other liens and claims whatever upon the property,
rights, and franchises to be conveyed by the mortgage aforesaid,
said mortgage to include such terms* and stipulations as will
best secure the payment of the principal and interest of §aid
bonds as the same shall become due and payable. The coupons
to bp attached to said bonds are to be for the sum of thirty-five
dollars each, and are to be either signed by the secretary, or
authenticated by the engraving of his proper signature thereto,
which latter shall be sufficient to bind this Company. Said
bonds are to be consecutively numbered from one to one thou¬
sand inclusive. And said mortgage shall cover and convey any
extension or extensions of said Railroad that the Company may
hereafter make or construct from either terminus thereof so as
to connect with its depot at Louisville or with its main line at or
near Glendale, in Hardin County, a distance of about four miles,
together with the right of way to be acquired for the same and
superstructure to be placed thereon, with all the appurtenances
and all the franchises and privileges pertaining to such extension or
such extensions and including all improvements of every kind that
may be made thereon ; and so as to secure to the holders of said
bonds a lien upon the said extension or extensions, right of way,
track superstructure, appurtenances, franchises, privileges, and
improvements, prior and superior to all other liens arid claims."
(3) And whereas, in pursuance of said Resolution the party of
the first part has caused to be prepared and made ready for sale
CECILIAN BRANCH MORTGAGE.
S
one thousand of its coupon bonds, numbered consecutively from
one to one thousand inclusive, each of said bonds (save as to
numbers) being equal and alike, and bearing even date herewith
(and having thereto respectively attached like coupons for in-
i
terest, consecutively and correspondingly numbered and dated
as to each set of coupons), which said bonds and coupons are
in the form following:
FORM OF BOND.
$ i ,000. The Louisville & Nashville Railroad Company
hereby acknowledges itself indebted to
or bearer, in the sum of one thousand dollars for money bor¬
rowed, which will be due and which said Company will pay in
lawful money of the United States on the first day of March,
A. D. 1907, with interest at the rate of seven per cent per
annum, payable semi-annually in like money on the first day of
March and the first day of September of each year, as appears
by the proper coupons therefor hereto attached, at the agency
of the Company in the city of New York, on the presentation
of such coupons and bonds when respectively due, which, on
payment, are to be surrendered.
©
This bond is one of a series of one thousand bonds of like
amount, tenor, and date, numbered consecutively from one to
one thousand inclusive, being for the aggregate sum of one
^million dollars, issued or to be issued by said Company, for
money borrowed or to be borrowed thereon ; and each bond is
equally secured by a mortgage of even date herewith upon said
Company's line of railroad situate in the state of Kentucky, and
extending from Cecilia Station, on the line of the Louisville,
Paducah & Southwestern Railroad, in Hardin County, to the
city of Louisville, in Jefferson County, a distance of about forty-
five and fifty-four one hundredths (45.54) miles, more or less,
6
LOUISVILLE & NASHVILLE JR. R.
with the appurtenances, land upon any extension or extensions
of said railroad that may be constructed from either terminus
thereof, so as to connect with its depot at Louisville or with its
main line at or near Glendale, in Hardin County, a distance of
about four miles, jand upon all the property, franchises, and
privileges of said Company pertaining to the line of road and
the extension or extensions thereof so mortgaged, which mort¬
gage is duly authorized by law, and has been duly executed and
delivered to the Union Trust Company of New York, trustee
named therein, and recorded in the several counties through
which said railroad runs. This bond may, at the option of its
holder, be registered at the office of said Company in the city
■' ****** *
of Louisville or by its .transfer agent in the city of New York;
and after such registration, made and noted by indorsement
thereon, this bond, unless thereafter registered payable to bearer,
will be payable only to such person as on such registry, noted
by indorsement thereon, shall appear from time to time to be
the" last duly registered owner ; but such registration shall not
affect the negotiability of the coupons. This bond is entitled
to the benefit of a sinking fund, as provided by said mortgage,
whereby the principal of said bonds will, be redeemed between
the date hereof and their maturity; and an amount of said issue
of bonds sufficient to pay the annual sinking fund is subject to
be called in by said Company for redemption at par on the first
day of March, in the year eighteen hundred and eighty-two, and
annually thereafter at the option of said Company, on notice of
its intention to redeem the same, advertised at least once a week
in a newspaper published in the city of New York and a news¬
paper published in the city of Louisville during the three months
next immediately preceding the day appointed for the payment
of said annual sinking fund, the said notice to contain the num¬
bers of the bonds so called in for redemption, and interest on
this bond shall cease on and after the day on which it shall
CECILiAN BRANCH MORTGAGE.
7
have been so called in if not presented for redemption on
that day.
In testimony whereof the said Company hath hereunto affixed
its corporate seal and caused these presents to be signed by its
President and Secretary at Louisville, in the state of Kentucky,
the first day of March, one thousand eight hundred and seventy-
seven. •—— —, President.
—— —, Secretary,
FORM OF COUPON.
$35. The Louisville & Nashville Railroad Company will pay
to the bearer at its agency in the city of New York thirty-five
dollars on the day of . , 18 , being six months'
interest on bond No. , coupon No.
1
[Signed.] — — , Secretary.
\
(4) Now, therefore, for securing the payment of said bonds
and coupons to all those who may at any time have a right to
demand payment of the same from the party of the first part,
and in consideration of the premises and of the - sum of one
dollar paid by the party of the second part to the party of the
first part, the receipt of which is hereby acknowledged, the party
of the first part has granted, conveyed, and mortgaged, and does
hereby grant, convey, and mortgage, and does transfer and set
over unto the party of the second part, its successor or suc¬
cessors, appointed as hereinafter specified, as trustee (for the
common and equal benefit of all those who may be the holders
of any of said bonds or coupons) the line of its railroad extend¬
ing from Cecilia Station, on the Louisville, Paducah & South¬
western Railroad, in Hardin County, to the city of Louisville,
in Jefferson County, all in the state of Kentucky, a distance of
about forty-five and fifty-four one hundredths (45.54) miles, more
or less, with the appurtenances, and all the property, franchises,
8
LOUISVILLE & NASHVILLE R. R.
and privileges of said party of the first part pertaining to said
railroad, it being the same property purchased by the party of
the first part, and conveyed to it by deed of even date herewith,
from Morris K. Jesup, George Webb, and John T. Moore, and
executed and delivered by them simultaneously with the exe¬
cution and delivery of this mortgage, and also any extension or
extensions of said road from either terminus thereof, so as to
connect with its depot at Louisville, or with its main line at or
near Glendale, in Hardin County, a distance of about four miles,
together with all the real or personal property now owned or
which may be at any time hereafter acquired by the party of the
first part for the use of the railroad above described, including
the said extensions of the same and thereto belonging, including
all the railways, ways, rights of way, depot-grounds and other
lands between the said points (including said extensions), and all
tracks, bridges, viaducts, culverts, fences, and other structures,
and all depots, station-houses, engine-houses, car-houses, freight-
houses, wood-houses, and other buildings between said points
(including said extensions), and all ; machine-shops and other
shops held or required for use in connection with said railroad
and said extensions, or any part thereof, and all property of every
kind, name, and nature whatsoever, and all the franchises and
privileges of said party of the first part pertaining to said rail¬
road and the said extensions thereof; it being the object and
intention of the party of the first part to convey to the party of
the second part, as trustee as aforesaid, such a good and perfect
title to said property, franchises, etc., as will secure to and give
the holders of the bonds hereinbefore mentioned and described
a lien prior to and superior to all other liens and claims what¬
ever.
(5) To have and to hold the same unto the said party of the
second part and to its said successor or successors and assigns
forever, in trust and upon the express terms and conditions fol-
CÈCILÎAN ÈRANCH MORTGAGE.
9
lowing, to wit : So long as the said party of the first part, its
successors or assigns, shall not make default in the payment
of either interest or principal on any of the aforesaid bonds or
coupons, or in payment annually to the party of the second part
of the sum herein provided for as a sinking fund, as the same
shall respectively become due and payable, and shall faithfully
perform the conditions of said bonds and of this deed, said party
of the first part, its successors and assigns, shall be entitled to
retain the possession of said railroad (together with the extensions
above described) and all property, rights, and franchises hereby
conveyed, and use, enjoy and operate the same, and to re¬
ceive and enjoy the income thereof, as authorized by law.
(6) And the said party of the first part does covenant and agree,
for itself, its successors, and assigns, to and with the said party
4
of the second part, its said successor or successors and assigns,
as follows : That said party of the first part will pay all taxes,
charges, rates, levies, and assessments imposed, assessed, or
levied, or which may hereafter be imposed, assessed, or levied,
upon all or any part of the property or franchises hereby con¬
veyed or attempted to be conveyed, and' will take care of and
preserve the same, and keep the track, buildings, roadway, and
all the said property in good order and repair) and at its own
cost will do all acts necessary to be done to keep valid the lien
hereby created upon all the property and franchises hereby con¬
veyed or intended to be conveyed or covered, and that said party
of the first part and its successors will at any time, and from
time to time, execute, acknowledge, and deliver, under its cor¬
porate seal, in due form, to the said party of the second part, its
said successor or successors and assigns, all such other assur¬
ances, deeds, mortgages, or other instruments of writing; and
will do all such other acts and things as may be reasonably re¬
quested for the better carrying into effect the true intent and
meaning of these presents.
2
IO
LOUISVILLE & NASHVILLE R. R.
(7) In case of a local change in the line or erections of any
part of said railroad and the said extensions, the party hereto
of the second part may join in releasing the said land or erec¬
tions and premises that may be abandoned and not longer re¬
quired for the purposes of the party of the first part; provided,
that before or at any time additional land or erections acquired
or made of equal value shall by the party of the first part be
duly conveyed and fully assured to the party of the second part
in aid of the security intended by this mortgage.
(8) And the party of the first part further covenants with the
party of the second part and its said successors to pay\hi lawful
money of the United States, or in the bonds aforesaid] to said
party of the second part or its said successors on the first day
' » ^
of March, in the year eighteen hundred and eighty-two, and
annually thereafter for the next succeeding four years, fifteen
thousand dollars, twenty-five thousand dollars annually for the
next five years thereafter, forty thousand dollars annually for the
five years next immediately succeeding the last-named period
of five years, and fifty-five thousand dollars annually for the
next five years, and sixty-five thousand dollars annually for the
succeeding five years, ^s a sinking fund for the discharge of said
bonds at maturity!; and the bonds so paid to the party of the
second part as a sinking fund shall be cancelled by said 'trustee
and returned to the party of the first part, and the trustee and
said Company shall keep separate registries of the cancelled
bonds, at all times open to the inspection of the holders of said
bonds and the stockholders of. the Company. But should said
Company pay to said trustee the money instead of bonds, the
trustee shall deposit the same in some depository in the city
of New York, which shall be selected by it and the president
of said Company; and the trustee shall from time to time apply
said money so deposited to the redemption of so many of said
bonds in open or public market as can be obtained with the
CECILIAN BRANCH MORTGAGE.
II
amount of money so paid to the said trustee as a sinking fund;
provided, that none of said bonds shall be so purchased at a rate
above par; and if the trustee should not be able to purchase the
bonds at or below par, then said Company, on notice and request
by the trustee, shall designate by lot so many of said bonds by
their numbers as will at par equal the money on hand to be
invested ; and the trustee shall give notice • of its intention to
•
redeem the same advertised at least once a week in a newspaper
published in the city of New York and in a newspaper published
in the city of Louisville during the three months next imme¬
diately preceding the date on which the next payment of interest
on the bonds may be due; and upon the delivery of said bonds
to the trustee it shall apply the money on hand to their redemp¬
tion, and interest on the bonds so designated shall cease on and
after the day on which they shall have been so called in for
redemption, if not presented on that day; and the bonds so
redeemed by the trustee shall be disposed of in the same manner
as is hereinbefore provided in regard to the bonds that may be
paid by the Company to the trustee under the provisions of this
mortgage; and (all the bonds redeemed or designated for re-
demption as herein provided shall be reported by the Company
in each of its annual reports to the stockholders ; and if requested
by the stockholders in meeting assembled, the cancelled bonds
shall be produced for inspection; /or said trustee may invest said
money on hand in such other securities as the party of the first
part may from time to time approve, and any such investments
or re-investments shall belong to and be for account of said
sinking fund, and the interest thereon arising shall be applied
in augmenting the amount to be used in the redemption of the
bonds; and the trustee may, with the assent of the party of the
first part, call in and change any investment belonging to said
sinking fund, other than the bonds of this issue, and this change
12
LOUISVILLE & NASHVILLE R. R.
of investment may be into bonds of this issue if the trustee and
the party of the first part so agree.
. (9) And it is further agreed, that in the event the party of
the first part shall fail for the space of ninety days to pay the
coupons for the semi-annual interest on any of the said bonds,
as the same may become due after presentation and demand
thereof, then and in that case the whole principal sum mentioned
in each and all of said bonds shall forthwith become due and
payable, and the lien hereby created for *the*security and pay¬
ment thereof may at once be inforced; and thereupon or on
failure to pay any such aforesaid bonds as they shall become
due or to pay such sums as shall become due and payable to
the sinking fund, said party of the second part, its said successors
or successor, shall, on the request in writing of the holders of a
majority of the bonds hereby secured, take possession of the
said Railroad, franchises, and property hereby conveyed by itself
or its agents or by a receiver, to be appointed, and may use and
operate the same and receive the earnings and income there¬
from, and shall (unless it elect to proceed in court as hereafter
provided) either with or without entry, personally or by its
attorneys or agents, sell and dispose of all and singular the
premises hereby conveyed or intended so to be at public auction
in the city of New York or at such place within the state of
Kentucky as the said trustee may designate, and at such time as
it may appoint, having first given notice of the fplace and time
of such sale by advertisement published not less than three times
a week for six weeks in one or more newspapers in each of the
cities of New York and Louisville, or to adjourn the said sale
from time to time in its discretion, and if so adjourned to make
the same without further notice at the time and place to which
the same may be so adjourned, and to make such sale and to
make and deliver to the purchaser or purchasers thereof good
and sufficient deed or deeds in the law for the same in fee-simple,
CECILIAN BRANCH MORTGAGE.
l3
which sale made as aforesaid shall be a» perpetual bar both in
law and equity against the parties to these presents, and all other
parties lawfully claiming or to claim the said premises or any
part thereof by, from, through, or under them or any or either
*
of them, and out of the proceeds from said sale, or from the
income and earnings from said property, rights, and franchises
(after deducting the expenses incurred in and about said pro¬
ceeding, the execution of this trust, the preservation and opera¬
tion of said property and reasonable compensation to said trustee,
its agents and attorneys, the payment of all taxes, levies, and
assessments upon said property and upon the income therefrom,
all damages to which the said party of the second part may
become liable by reason of the management of said property,
and any other personal charges or expense not caused by the
willful personal misconduct of said party of the second part, its
* *
said successor or successors) shall pay said bonds hereby secured,
or so many of them ,as shall be outstanding, together with all
arrears of interest then due thereon, paying over the surplus, if
any, to said party of the first part, its successor or assigns, or in
case the same shall not be sufficient to pay all of said bonds and
interest then shall distribute the same rateably among the
holders of such bonds and coupons. Provided, that if said
Company shall at any time before a sale and before said bonds
become due by the terms thereof, pay all semi-annual interest
then matured on any of the aforesaid bonds and all arrears to
the sinking fund and all said expenses, compensation, taxes, and
damages, that then the principal and unmatured interest on such
bonds shall not be deemed due by reason of any previous failure
to pay interest, and no sale of the property for the failure shall
be made.
(10) In the event of default as aforesaid as to the interest or
principal of any of the bonds or as to any payment into the
sinking fund as herein provided, and upon a requisition in writing,
14
LOUISVILLE & NASHVILLE R. R.
as in the next preceding paragraph is provided, and upon a
proper indemnification by the said holders of said bonds to the
trustee against the costs and expenses by it to be incurred, it
shall be the duty of the trustee (if it should not elect to proceed
under the provision of the next preceding paragraph) to inforce
the rights of the bondholders under these presents by suit or
suits in equity or at law as it being advised by counsel learned
in the law shall deem most expedient for the interest of all the
holders of the said bonds intended to be secured herein.
(i i) Arid it is further agreed, that upon payment at any time
in full of the said bonds and the interest thereon and the com-
j
pensation and expenses of said trustee, this deed shall become
void, and the estate and title hereby granted shall revert to and
vest in the party of the first part, its successors and assigns, with¬
out other conveyance thereof, and it shall be vested with and
deemed in possession thereof without any entry or other act
therefor.
(12) And said party of the first part further agrees, that it
will indemnify and save harmless the said party of the second
part, its said successor or successors, against all loss and damage
to which it or either of them may be subjected by the execution
of this trust or by the operation or management of the property
hereby conveyed, not caused by the personal misconduct or ne¬
glect of the party of the second part, its said successor or suc¬
cessors.
(13) And it is further agreed, that in the event of the dis¬
ability or failure for any cause of the party of the second part
or its successor or successors, appointed as hereinafter specified,
to act as said trustee, that the president of the party of the first
part may, by and with the consent in writing of the owners of a
majority of said bonds then outstanding, by a duly acknowledged
written instrument under his hand and seal (which instrument
shall be recorded in the office in which this mortgage is required
CECILIAN BRANCH MORTGAGE.
IS
by law to be recorded), appoint some competent successor or
successors to said party of the second part, and the successor
or successors so appointed shall possess the powers and incur
the obligations of the said party of the second part hereto, and
in case of such appointment said party of the first part covenants
to make all such deeds and other instruments as shall be neces¬
sary to enable the party so appointed to execute the trusts hereby
created as* fully and completely as if such appointed party had
been originally the party of the second part hereto.
(14) And this indenture further witnesseth, that the party of
the second part does hereby accept the aforesaid trusts, and
agrees to execute them upon the following terms and conditions,
which are mutually agreed to by the parties, viz. : That the
trustee shall be answerable for gross negligence and willful de¬
faults only; that the trustee may employ or advise with legal
counsel ; and that the proper expense thereof and all personal
expenses of the trustee about the discharge of the trusts, and all
other reasonable and proper charges and expenses of the party
*
of the second part, including its compensation, shall be paid by
the party of the first part as they are incurred or otherwise out
of the trust estate, on which they are hereby charged; that the
trustee shall not be required to act in the execution of these
trusts except at its own option, unless requested in writing by
the holders of a majority of the outstanding bonds hereunder;
nor then unless furnished with such funds as its counsel shall
advise it are reasonably necessary and proper to enable it to
commence proceedings, and also with a responsible indemnity
or sufficient agreement to pay the current accruing expenses,
obligations, and liabilities which it may incur by reason of so
acting, and its proper compensation in so doing; that it may
employ agents or attorneys in fact to act for it whenever required
to act itself; and that all the covenants and agreements herein
16
LOUÎSVÎLLE & NASHVILLE R. R.
contained or implied may be specifically inforced by any court
of competent jurisdiction.
In witness whereof, the party of the first part has caused its
corporate seal to be hereon impressed and this instrument to be
subscribed by its president and secretary, and the said trustee
has caused its seal to be impressed hereon and this instrument
to be subscribed by its president and secretary to signify its ac¬
ceptance of said trusts, this first day of March, one thousand
eight hundred and seventy-seven.
., President.
—— , Secretary.
———, President.
•, Secretary.
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