The Dallas \ Waco
Railway Company.
FIRST MORTGAGE,
Dated November 1st, 1890.
Central Trust Company of New York,
Trustee.
Interest 5 per cent. Principal payable November
1st, 1940, in United States Gold Coin;
Interest payable May 1st and
November 1st, in the
City of New York.
Cf)1$ Jfllfrnttlttf, made the 1st day of November, in
the year one thousand eight hundred and ninety, by and
between The Dallas & Waco Railway Company, a
corporation organized and existing under and by virtue of
the laws of the State of Texas, party of the first part, here¬
inafter called "the Railway Company"; and the Central
Trust Company of New York, hereinafter called "the
Trustee," party of the second part, Witnessetii : —
Whereas, the Railway Company, in order to meet the
cost and expense of constructing, building, equipping and
putting into operation, its lines of railway within the
State of Texas, now extending from Dallas, in the County
of Dallas, to Hillsboro, in the County of Hill, and to be
hereafter extended to Waco, in the County of McLennan,
has resolved to issue and negotiate a series of Fifty Year
First Mortgage Gold Bonds of one thousand dollars each,
the total issue whereof, secured by this mortgage, shall
not exceed two million dollars, to be issued at the rate of
$20,000 for each mile of completed road, all of which bear
date the 1st day of November, one thousand eight hundred
and ninety, and are made payable to bearer fifty years
after the 1st day of November, one thousand eight hundred
and ninety, at its agency in the City of New York, to wit,
the Central Trust Company of New York or any agency
which may hereafter in said city be substituted in its
place, with interest from the date of said bonds at the rate
of five per centum per annum, payable semi-annually, on
the 1st day of May and November of each year, on the pre-
2
sentationand surrender of the proper annexed coupons, the
principal and interest whereof are payable, at such agency
in New York City, and are to be paid in gold coin of
the present weight and fineness, as fixed by the laws of the
Congress of the United States of America now in force,
the said bonds being also exempt from any income tax that
may be levied or provided by any laws of the United
States, and all of the said bonds and the interest to become
due thereon being equally and alike secured by these pres¬
ents, although issued at different times, upon being duly
authenticated by a certificate to be signed by the said
Trustee ; and
Whereas, the stockholders of the Railway Company
did, on the 16th day of December, one thousand eight
hundred and ninety, by a vote of more than two-thirds of
all the then outstanding stock of the said Company, duly
authorize and approve the issue of the bonds herein pro¬
vided for and the making of this Indenture and the con¬
veyance and transfer of all the property herein described to
the party hereto of the second part as security for the said
bonds and for the interest to accrue due thereon, according
to the terms and for the purposes of these presents
declared ; and
Whereas, due and timely notice of such meeting of the
stockholders was given in the manner required by the laws
of the State of Texas, a copy of the resolution authorizing
this mortgage having been filed in the office of the Secre¬
tary of State, and all the requirements of law before this
mortgage shall take effect, having been duly and fully
complied with ; and
Whereas, this Indenture has also been authorized by a
resolution of the Board of Directors of the Railway Com¬
pany, and the said Board has also directed the bonds and
certificate to be issued hereunder, substantially in the fol¬
lowing form :—
3
UNITED STATES OF AMERICA,
State or Texas.
THE DALLAS & WACO RAILWAY COMPANY
Fifty Year First Mortgage Five Per Cent. Gold Bond.
No $1,000.00
Fifty years after the 1st day of November, in the year
one thousand eight hundred and ninety, the Dallas &
Waco Railway Company, a corporation organized and
existing under and by virtue of the laws of the State of
Texas, promises to pay to the bearer, for value received, at
its financial agency in the City of New York, one thousand
dollars ; and also promises to pay interest thereon at the
rate of five per centum per annum, payable semi-annually
on the first days of May and November in each year, on
the presentation and surrender of the respective interest
coupons hereto annexed, at the financial agency aforesaid.
The principal and interest of this bond are to be paid in
gold coin of the present standard of weight and fineness, as
fixed by the laws of the United States now in force, with¬
out diminution on account of any income tax which here¬
after may be levied or provided for under any law of the
State of Texas or of the United States.
This bond is one of a series of bonds of one thousand
dollars each, numbered from one upwards, issued at the
rate of twenty to each mile of completed road, the total
issue whereof shall not exceed two millions of dollars, all
of which are equally and alike secured by a deed of trust
bearing date the 1st day of November, one thousand eight
hundred and ninety, executed by the said Railway Com¬
pany to the Central Trust Company of New York, as Trus¬
tee, conveying all and singular the entire line of the said
Company's railway, built or to be built, beginning at the
City of Dallas, in Dallas County, Texas, and extending
thence through the counties of Dallas, Ellis, Hill and Mc¬
Lennan, to Waco in McLennan County, a distance of ninety
miles, more or less, together with all its other property, real
and personal, and the rolling stock, equipment, material,
4
rights-of-way, tracks, depots, shop or shop-grounds, de¬
mands, hereditaments, appurtenances, rights, privileges
and franchises, as in the said mortgage or deed of trust is
fully declared.
And upon default in the payment of interest upon this
bond for six months after such interest becomes due and
payable and has been duly demanded, the Trustee may,
subject to the provisions of the said mortgage, declare the
principal of this bond and of all the outstanding bonds
immediately due and payable, and shall and must do so if
required, in writing, by the holders of one-third of all such
bonds outstanding.
This bond shall pass by delivery, or by transfer on the
books of the said Railway Company, but, after a registration
of the ownership of this bond certified hereon by the trans¬
fer agent of the said Railway Company, no subsequent
transfer, except upon the transfer books of said Company,
shall be valid, unless the transfer shall be to bearer, and
when made to bearer such transfer shall again render this
bond transferable by delivery, and it shall so continue
subject to successive registration and transfer to bearer, as
aforesaid, at the option of each successive holder, provided
the coupons issued herewith and not due are attached
hereto when such registration is demanded.
This bond shall not become obligatory until the certificate
endorsed hereon is signed by the said Trustee or its succes¬
sor or successors in the trust.
In witness whereof, the said Dallas & Waco Rail¬
way Company has caused this bond to be sub¬
scribed by its President and Secretary, and its
corporate seal affixed hereto on this 1st day of
November, eighteen hundred and ninety, and
the annexed coupons to be executed with the
engraved signature of its treasurer.
The Dallas & Waco Railway Company.
By
President.
Attest :
Secretary.
5
Coupon No. 1.
$25.00. $25.00.
The Dallas & Waco Railway Company will pay to the
bearer, at its fiscal agency in the City of New York,
Twenty-five Dollars in gold coin, on the 1st day of May,
Eighteen Hundred and Ninety-one, being six months'
interest on bond No
Treasurer.
Trusted s Certificate.
It is hereby certified that the Dallas & Waco Railway
Company has executed to the Central Trust Company of
New York, Trustee, a Mortgage or Deed of Trust, dated
November 1st, 1890, as described in this bond, to secure
the same, and that this bond is one of the bonds issued
thereunder.
Central Trust Company op New York,
By
Yice-President.
Guaranty.
For value received, the Missouri, Kansas and Texas
Railway Company hereby guarantees the payment by the
Dallas & Waco Railway Company of the principal of the
within bond at the maturity thereof, and of all interest
thereon according to the tenor of the coupons belonging
thereto, as they severally become due ; and for that purpose
hereby covenants and agrees with the Dallas & Waco
Railway Company and the holder of this bond and with
the Central Trust Company of New York, to pay to the
Central Trust Company of New York, semi-annually, on
or before the first day of May and November, in each year,
an amount in cash sufficient to pay the interest on all the
6
bonds issued under the mortgage or deed of trust herein
referred to, at any time outstanding.
In witness whereof, the said Missouri, Kansas
and Texas Railway Company has caused its cor¬
porate name to be signed hereto by its President
or Vice-President, and its corporate seal to be
hereunto affixed and attested by its Secretary,
or Assistant Secretary, this first day of Novem¬
ber, A.D. 1890.
Missouri, Kansas and Texas Railway Company
By
President.
Attest :
Secretary,
Endorsement.
No
The Dallas & Waco Railway Company
$1,000 First Mortgage Bond.
Interest Five Per Cent.
Principal payable November 1st, 1940, in United States
Gold Coin.
Interest Payable May 1st and November 1st, in the
City of New York.
Now, therefore, this indenture witnesseth : —That
the Railway Company, for the better security of the pay¬
ment of the said bonds, as hereinbefore set forth, with the
interest thereon, unto the person or persons, body or bodies,
politic and corporate, who may become the holder or holders
of the said bonds or any of them, his, her, its, or their exe¬
cutors, administrators, successors or assigns, and in consid-
7
eration of the sum of one dollar by the Trustee paid to the
Railway Company, at or before the signing, ensealing
and delivery hereof, the receipt whereof is hereby ac¬
knowledged, has granted, bargained, sold, released, con¬
veyed and confirmed, and by thèse presents does hereby
grant, bargain, sell, release, convey and confirm unto the
Trustee and to its successor or successors in this trust
forever, all and singular its said railway within the State
of Texas, built and to be built, beginning at Dallas, in Dallas
County, and extending through the Counties of Dallas,
Ellis and Hill, to Hillsboro, in the last-named county, and as
the same shall be hereafter extended, as aforesaid, to Waco
in McLennan County, together with all side-tracks, turn¬
outs, engines, rolling-stock, equipment and materials, all
rights-of-way and tracks, depots and depot grounds, tene¬
ments and hereditaments, rights and franchises, including
therein the rights and franchise to operate the said rail¬
road, and including and meaning to include all the prop¬
erty, real and personal, now acquired or which hereafter
may be acquired by the Railway Company within the
State of Texas, used for, or in any wise appertaining to,
the operation of the said railroad.
To have and to hold all and singular the said property
and line of railroad, with their appurtenances, rolling
stock and equipment, present and future, and all other
premises, properties, rights, interests, franchises, revenues,
tolls, income, immunities, privileges and other things afore¬
said to the Trustee, as aforesaid, and its successors, and
their heirs and assigns forever; in trust, nevertheless,
for the equal pro rata use, benefit and security of all per¬
sons and corporations who shall become or be the owners
or lawful holders of any of the said bonds to the aggregate
amount of two million dollars intended to be hereby
secured as aforesaid, which shall be hereafter issued, or of
any of the coupons appertaining thereto, without prefer¬
ence of any of the said bonds over the other, by reason of
8
priority in the time of the issue or negotiation thereof or
otherwise, upon the following trusts, conditions, covenants
and agreements, to wit : —
First.—Upon the payment of the principal and interest
of all of the outstanding bonds hereby secured, the estate
hereby granted to the Trustee shall be void, and the
right to all the real and personal property hereby granted
and conveyed shall revert to and revest in the Rail¬
way Company, its successors or assigns, without any
acknowledgment of satisfaction, reconveyance, surrender,
re-entry or other act.
Second.—In case the Railway Company, its successors
or assigns shall fail to pay the interest on any of the
said bonds at the time when the same shall become due
and payable, according to the tenor thereof, and shall con¬
tinue in such default for the full period of six months after
such payment has been duly demanded at its or their
agency in the City of New York, or shall fail in the per¬
formance of any of the covenants herein contained, on its
part to be kept and performed, and if such default shall
continue for a period of six months, then and thereupon
the principal of all the bonds hereby secured shall be and
become immediately due and payable, whensoever there¬
after, the default still continuing, the Trustee shall give
written notice to the Railway Company, its successors
or assigns, of its option to that effect ; and the Trustee
shall and must give such notice, if and when required in
writing to do so by the holders of one-third of the said
bonds then outstanding.
Third.—Upon such default the Trustee, or its successor
or successors in the trust, may, in its or their discretion,
and shall and must, upon the request in writing of the
holders of one-half of the said bonds then outstanding,
and upon receiving proper indemnity against the costs and
9
expenses which may be incnrred by acting in pursuance of
such request, take actual possession of said railway and of
all and singular the property, things and effects hereby
conveyed, and personally or by attorney or agent, manage
and operate the same and receive all the tolls, rents, income
and profits thereof, until such time as the said bonds and
interest thereon are fully paid or satisfied, and shall apply
the money so received by it, first, to the expenses of the
trust hereby created, and to the management and operation
of the said railway and its appurtenances and to the need¬
ful repairs thereof; second, to the payment of interest over¬
due upon the said bonds, and then to the payment of the
principal of the said bonds.
Fourth. — The Trustee, or its successor or successors
in the trust, upon becoming entitled to take possession of
the railway and property as aforesaid, may in its or their
discretion, and shall and must, upon the written request
of the holders of one-half of the said bonds then out¬
standing, and upon receiving proper indemnity against the
costs and expenses which may be incurred by acting in pur¬
suance of such request, cause the said premises so mort¬
gaged to be sold, either as a whole or in such parcels as
shall seem necessary and proper, having due regard to the
interest of all parties, to the highest bidder, at public auc¬
tion, in the City of Dallas, Texas, after giving at least
sixty days' notice of the time, place and terms of the sale
and of the specific property to be sold, by printed notice
published in one or more newspapers in the City of Dallas,
Texas, and in one or more newspapers in the City of New
York, once in each week during the said term of sixty
days. Upon receiving the purchase money therefor the
Trustee, or its successors in the trust, shall execute to
the purchaser or purchasers thereof a good and sufficient
deed of conveyance in fee simple, which sale and convey¬
ance shall forever be a bar against the Railroad Com¬
pany, its successors and assigns, and all persons claiming
10
under it or them, of all right, estate, interest or claim in
or to the premises, property, things, franchises, privileges
and immunities so sold, or to any part thereof, whether
the Trustee be in the possession thereof or not, and
the receipt of the Trustee shall be a full and sufficient
discharge to such purchaser, and no purchaser holding
such receipt shall be liable for the proper application of
the purchase money, or be in any way bound to see that
the same is applied to the uses of this trust, or be in any
manner answerable for its loss or misapplication, or be
bound to inquire into the authority for making such sale.
Fifth.—The Trustee shall, after deducting from the
proceeds of such sale the costs and expenses thereof and of
the execution of this trust and all payments for taxes,
assessments and counsel fees and other reasonable compen¬
sation, apply so much of the proceeds as may be necessary
to the payment of the principal and interest remaining
unpaid upon the said bonds and coupons, without giving
preference to either principal or interest, it being the inten¬
tion of this Indenture that so long as the railroad and its
appurtenances shall be managed by the Trustee or by a
Receiver, as a going concern, the income shall be applied
to the payment of interest in preference to principal, but
that after the sale of the railroad and its appurtenances no
such preference shall be made in the distribution of the
proceeds.
Sixth.—The Trustee may, if it shall so elect, instead
of pursuing the remedies hereinbefore provided, by taking-
actual .possession of the property and selling the same,
Xiroceed by suit in equity for foreclosure of the mortgage,
and the appointment of a Receiver and a sale under and pur¬
suant to a decree of any Court of competent jurisdiction.
Seventh.—Upon any sale of the said premises, whether
by the Trustee, after entry as aforesaid, or under the decree
11
of any Court of competent jurisdiction, the holders of the
bonds hereby secured or of any of them, or the Trustee on
behalf of all of the bondholders, shall have a right to pur¬
chase, upon equal terms with other persons, and it shall
be the duty of the Trustee, if so required, in writing,, a
reasonable time before such sale, by the holders of a
majority in value of the outstanding bonds secured hereby,
and upon being offered at the same time adequate indem¬
nity against all liability to be incurred thereby, to make such
purchase on behalf of all of the bondholders at a reason¬
able price, whether part only or the whole of the property
hereby conveyed is sold, at a price not exceeding the whole
amount, principal and interest, due or accruing upon said
bonds, together with the expenses of the proceedings and
sale, and the bonds secured by this mortgage shall be
receivable at such sale as cash for the amount of cash
which would be payable on such bonds out of the proceeds
of such sale.
Eighth.—In the case of the purchase of the said prop¬
erty or of any part thereof by the Trustee, the same shall
be held for the benefit of all o£ the bondholders in proportion
to their respective interest in the bonds, and the property
thus purchased shall be conveyed to such persons or cor¬
poration as may be designated by a majority in value of
the bondholders, in such manner as shall conform to the
requirements of the laws of the State of Texas, provided
that such conveyance shall be made on such terms as will,
in the judgment of the Trustee, secure to each and every
bondholder his just proportion and right in the property
purchased, as aforesaid.
Ninth.—Meetings of the bondholders for any of the
purposes referred to in this mortgage may be called by the
Trustee, or by the bondholders themselves, upon reason¬
able public notice, to be published in two newspapers in
12
the City of New York, and to be held at a time and place
to be designated in such notice.
Tenth.—The Railway Company for itself, its successors
and assigns, hereby agrees to waive, and doth hereby abso¬
lutely and irrevocably waive and relinquish the benefit and
advantage of any and all valuation, stay, appraisement,
redemption or extension law or laws, now existing or
which may hereafter be passed by any State or States,
which, but for this provision, agreement and waiver might
be applicable to any sale made under the provisions of this
instrument, or the order or decree of any court or courts ;
and the Railway Company for itself, its successors and
assigns, agrees to waive, and doth hereby irrevocably
waive any and all rights of redemption which it might or
could otherwise have, or be entitled to under any present
or future laws of any State or States, upon or after or in
respect of any sale of the hereby mortgaged premises,
properties, rights and franchises, or any part thereof ; and
the Railway Company hereby covenants that it, its succes¬
sors and assigns, will not in any manner set up or seek to
take the benefit or advantage of any such present or future
valuation, stay, appraisement, extension or redemption
law, to prevent or hinder or delay such absolute and irre¬
deemable sale of said mortgaged premises, properties,
rights and franchises, as hereinbefore authorized to be
made, as might but for such law be directed or decreed by
a court of competent jurisdiction.
Eleventh.—Until default shall be made in the payment
of the interest, or of some part thereof, or in the payment
of the principal of the said bonds, the Railway Com¬
pany shall remain in the full possession of the said mort¬
gaged property, and may dispose of the current net reve¬
nue and income of all of the said property and railways
hereby conveyed, in such manner as it may deem best; and
while the Railway Company shall be in the possession of
13
the said mortgaged premises, and there shall be no existing
default in the payment of principal or interest of any of
the said bonds, or in the performance of the stipulations,
conditions and provisions on the part of the Railway Com¬
pany, in this mortgage contained, the Railway Com¬
pany, its successors or assigns, may, from time to time,
sell or otherwise dispose of, free and clear from the lien or
operation of this mortgage, any rolling stock, equipment
or other personal property intended for use upon the
said line of railway which shall have become worn out
or otherwise unsuitable for use, or whenever it shall be
intended to replace the same by other rolling stock, equip¬
ment or personal property; provided, however, that such
sale or disposition shall not impair or reduce the efficiency
of the rolling stock, equipment or other personal prop¬
erty required for the proper working of the road, and
all rolling stock, equipment or other personal property
which shall from time to time be acquired for use on the
said railway or its extension or appurtenances by the Rail¬
way Company, its successors or assigns, with the proceeds
of any sale or disposition as aforesaid, or otherwise shall
be subject to the lien of these presents. While the Rail¬
way Company shall be in possession of the mortgaged
premises, and there shall be no existing default as afore¬
said, the Trustee or its successor or successors in the trust
hereby created, shall have full power and authority, in its
or their discretion, upon the application, in writing, of the
Railway Company, to release from the lien and operation
of this mortgage any part of the mortgaged property, pro¬
vided, however, that under this authority no portion of
the main track of said railway, nor apy part of the princi¬
pal depots or terminal facilities, or other property, which,
in the judgment of the Trustee, is, or may be essential to
the due operation of the said railway shall be so released,
unless replaced by property in the judgment of the Trustee
of equal value. The Trustee shall not be subject to any lia¬
bility to any person or persons by reason of any act done or
performed in good faith under the provisions of this article.
14
Twelfth.—The bonds secured by these presents are to
be issued at the rate of $20,000 per mile of completed
road, on .the affidavit of the Chief Engineer of the Railway
Company that the number of miles of railroad, in respect
to which bonds are to be issued, have been so completed
and are ready for use, but the total issue of the said bonds
shall in no event exceed in gross amount two millions of
dollars.
Thirteenth.—The Trustee is hereby authorized and di¬
rected to certify bonds upon the demand of the President
of the Railway Company, to which shall be annexed
the said affidavit of the Chief Engineer, or a copy thereof,
and it is agreed between the parties hereto, and made part
of this contract with the holders of the bonds secured here¬
by, that the Trustee shall not be required, in respect
of the certification of bonds hereunder, to look beyond the
demand of the President and the affidavit of the Chief En¬
gineer, as herein provided, and shall not be responsible, in
any event, for any act lawfully done in pursuance of such
demand and affidavit. And it is further and mutually
agreed, by and between the parties hereto, and is hereby
declared to be a condition upon which the Trustee, and
its successor or successors in the trust hereby created,
has assented to these presents and accepted this trust, that
the Trustee or its successor or successors shall not in
any manner be held responsible for the act of any person
employed by it or them, unless guilty of culpable negli¬
gence in thè selection of such employee, nor shall the Trus¬
tee be answerable except for its own willful default.
#
Fourteenth. — The Trustee, or its successor or suc¬
cessors, shall be authorized to pay such reasonable com¬
pensation as it or they shall deem proper to all attorneys,
officers, agents, servants and employees whom they may
reasonably employ in the management of this trust, and
the Trustee, or its successor or successors, shall have
15
and be entitled to just compensation for all services it or
they may render in connection with the trust hereby created,
to be paid by the Railway Company, or out of the trust es¬
tates i
Fifteenth.—The bonds hereinbefore described and here¬
by secured shall pass by delivery or by transfer on the
books of the Railway Company, and after the registration
of the ownership of said bonds, certified thereon by the
transfer agent of the Railway Company, no transfer of
said bonds, except upon the transfer books of the Rail¬
way Company, shall be valid, unless the last transfer shall
be to bearer, which transfer to bearer shall again render
said bonds transferable by delivery, and the said bonds
shall continue subject to successive registration and trans¬
fer to bearer, as aforesaid, at the option of each successive
holder, provided the coupons issued with the same and not
due are attached to said bonds when such registration is
desired, but not otherwise, and to this end the Railway Com¬
pany shall keep, in the City of New York, a registration
or transfer office, with the necessary books, in which the
registration and transfer of said bonds may be made as
above provided.
Sixteenth.—For the purpose of designating the rolling
stock which shall belong to the line of railway herein
described, it is agreed, by and between the parties hereto,
that the Railway Company will mark, in some substantial
manner, all engines and cars of each and every class pur¬
chased by it with either the name of the Railway Com
pany or the initials of its name.
Seventeenth.—The Railway Company doth hereby
covenant, grant and agree to and with the Trustee, and
its successors in the trust hereby created, that the Rail¬
way Company, its successors or assigns, while remain¬
ing in possession of said mortgaged premises, shall and
16
will from time to time and whenever the same shall be
due and payable, pay and discharge all taxes, assessments
and government charges lawfully imposed upon said mort¬
gaged premises or any part thereof, the lien whereof might
or could be held to be prior to the lien of these presents,
so that the priority of this mortgage shall be duly pre¬
served, and that the Railway Company, its successors
or assigns, shall not or will not do or suffer any matter
or thing whatsoever whereby the lien of this mortgage
might or could be impaired, until the said bonds hereby
secured, with all interest accrued thereon, shall have been
fully paid and satisfied.
Eighteenth.—The rights of entry and sale hereinbefore
granted are intended as cumulative remedies, and shall not
be deemed to deprive the Trustee of any legal or equitable
remedy by judicial proceedings appropriate to enforce the
provisions of this instrument.
Nineteenth.—No bondholder or bondholders shall take
proceedings to enforce the provisions of this mortgage
until after he or they shall have requested the Trustee to
foreclose this mortgage and furnished proper indemnity
as hereinbefore provided, and the Trustee shall have
refused or unreasonably neglected so to do. The Trustee
shall have the right to require the person or persons
presenting any request, as hereinbefore provided, to furnish
proof by affidavits of the signers as to the ownership of the
bonds represented by him or them, and if such proof be so
required the said request shall be without effect until such
proof shall have been furnished.
Twentieth.—The Railway Company further covenants
that when and as the coupons and interest appertaining to
the bonds secured hereby mature and become payable the
same shall be paid by it and the coupons cancelled ; and it
is agreed that no purchase or sale of said coupons or inter-
17
est or advance or loan upon the same, made on behalf of,
or at the request of, or with the privity of the Railway
Company, and no redemption of the said coupons or of
any of them by any person or persons whatever, shall be
taken or operate as keeping the said coupons or interest
alive or in force as a lien upon the mortgaged premises as
against the holders of the bonds secured hereby and of the
coupons annexed thereto.
Twexty-first.—The Railway Company, its successors
and assigns, further covenants and agrees with the
Trustee and its successor or successors in the trust, to
make, execute and deliver all such further deeds, instru¬
ments and assurances as may, from time to time, be neces¬
sary, and as the Trustee or its successors in the trust
may be advised by counsel learned in the law are necessary
for the better securing to the Trustee, its successor or suc¬
cessors in the trust, the premises hereby conveyed, and for
carrying out the objects and purposes of this Indenture.
Twexty-secoxd. — The Railway Company covenants
and agrees with the Trustee and its successors, that it will,
from time to time, pay all the expenses of this trust, in¬
cluding the compensation and expense of the transfer
agent herein provided for.
Twexty-third.—In case of the resignation, insolvency
incapacity, or inability for any other reason, of the Trustee,
or its successor or successors, to act in execution of this
trust, the holders of a majority in interest of the said bonds
outstanding, may select or designate one or more com¬
petent persons or a corporation to execute said trust, and
the person or persons or corporation, so selected, shall
have all the rights and privileges conferred by this con¬
veyance upon the Trustee, and shall be required to perform
the same duties. And the holders of a majority in interest
18
of the said bonds outstanding, may, at any time, in the
exercise of a sound discretion, and when to such majority
in interest it shall seem desirable, upon such terms and
conditions as shall be equitable and just, and upon
the payment to the Trustee of all its just charges and
expenses, remove the Trustee hereunder and may select
or designate a successor as aforesaid. But in case of
a vacancy in the trusteeship, and if the holders of a
majority in interest of the said bonds outstanding shall,
after thirty days5 continuance of the said vacancy, fail to
select or designate a new Trustee, then it shall be lawful
for any of the bondholders to apply, in writing, to the
then Chief Justice of the Supreme Court of the State of
Texas, or to a Circuit Judge of the United States in and
for the Northern District of Texas, to appoint another
Trustee or Trustees to supply the vacancy, and, in the event
that such application be made by any of the bondholders,
notice of said application shall be given to the Railway
Company at least ten days before said application shall be
presented, and the said Chief Justice or the said Circuit
Judge is hereby authorized, upon application and notice as
aforesaid, without legal proceedings, to appoint one
or more Trustees to fill the vacancy, and the Trustee
or Trustees so appointed shall be vested with all
the title, powers, duties and assets possessed under this
instrument by the said Central Trust Company of New
York, Trustee, herein named.
In witness wheueoe, the Railway Company has
caused this instrument to be subscribed by its
President and Secretary and its corporate seal
to be hereto affixed ; and the Trustee, for the
purpose of testifying its acceptance of the trust
hereby created, has also caused these presents to
be subscribed by its 2nd Yice-President and
19
Secretary, and its seal to be hereto affixed this
1st day of November, one thousand eight hundred
and ninety.
THE DALLAS & WACO RAILWAY COMPANY,
By W. H. Getzendaner,
President. [l. s.]
E. M. Reardon,
Secretary. Attest :
E. M. Reardon,
Secretary.
CENTRAL TRUST COMPANY OP NEW YORK,
By E. Francis Hyde,
2nd Vice-President.
[l. s.] Attest :
C. H. P. Babcock,
Secretary.
State oe Texas, { .
County of Dallas, j
Be it remembered, that on this fourteenth day of April,
A. D. 1891, before me, W. S. Wheatly, a notary public
in and for the State of Texas and County of Dallas,
personally appeared William H. Getzendaner, President,
and E. M. Reardon, Secretary, of the Dallas and Waco
Railway Company, to me respectively personally known
to be such, who, being by me severally duly sworn,
did depose and say that he, said William H. Getzen¬
daner, resides in Waxahachie, State of Texas ; that he,
said William H. Getzendaner, is the President, and he,
said E. M. Reardon, is the Secretary, of the said Rail- -,
way Company ; that they both know the corporate seal
20
of said company; that the seal affixed to the foregoing
instrument is such corporate seal ; that it was so affixed
thereto by order of the Board of Directors of said com¬
pany, and that they, the said William H. Getzendaner, as
such President, and the said E. M. Reardon, as such Secre¬
tary, signed the name of said company, and their own
names thereto by the like order, as President and Secre¬
tary of said company, respectively, and they each, respec¬
tively, being personally known to me to be the same per¬
sons whose names are signed to the foregoing instrument as
parties thereto, acknowledged to me that they signed,
sealed and executed the same as their own ffee and volun¬
tary act and deed and as the free and voluntary act and
deed of the said company, for the consideration, purposes
and objects therein stated.
Lsr witxess whereof, I have hereunto set
my hand and affixed my official seal this
the 14th day of April, A. D. 1891.
W. S. Wheatly,
Notary Public.
[L. S.]
21
State of New York, )
City and County of New York, J s "
Be it remembered, that on this 22nd day of April,
A. D. 1891, personally appeared before me, E. Francis
Hyde, 2nd Vice-President, and 0. H. P. Babcock, Secre¬
tary, of the Central Trust Company, to me respectively
personally known to be such, who, being by me severally
duly sworn, did depose and say that he, said E. Francis
Hyde, resides in New York City, State of New York ;
that he, said E. Francis Hyde is the 2nd Vice-President,
and he, said C. H. P. Babcock, is the Secretary, of
the said the Central Trust Company ; that they both
know the corporate seal of said company ; that the seal
affixed to the foregoing instrument is such corporate seal ;
that it was so affixed thereto by order of the Board of
Directors of said company, and that they, the said
E. Francis Hyde, as such 2nd Vice-President, and the said
C. H. P. Bacbcock, as Secretary, signed the name of said
company, and their own names thereto, by the like order,
as 2nd Vice-President and Secretary of said Company,
respectively, and they each, respectively, being personally
known to me to be the same persons whose names are
signed to the foregoing instrument as parties thereto,
acknowledged to me that they signed, sealed and exe¬
cuted the same as their own free and voluntary act and
deed, and as the free and voluntary act and deed of the
said company, for the consideration, purposes and objects
therein stated.
In witness whereof, I have hereunto set my
hand and affixed my official seal this the
22d day of April, A. D. 1891.
[l. s.]
Frank B. Smidt,
Notary Public,
N. Y. Co.
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