t)-n f yvf* ®*fj
SECOND MORTGAGE
OF THE
PACIFIC RAILROAD (of Missouri),
1JATBD JULY 1, 18Y1.
TO WHICH IS ATTACHED
CONTRACT EXTENDING THE PRINCIPAL OF
THE BONDS, AT 5% INTEREST, TO JULY 1,
1988, AND FORM OF NEW COUPONS.
JULY 1, 1801.
C. G. Biirgoyne, 146-150 Centre Street, New York.
PACIFIC RAILROAD (OF MISSOURI).
SECOND MORTGAGE.
July 1, 1871.
Whereas, under and by virtue of a resolution of the Resolution of
; J . Board of Di-
Board of Directors of the Pacific Railroad (of Missouri) rectors to issue
v J bonds for $3,-
of date June 5, 1871, and under the power conferred by 000>000-
an act of the General Assembly of the State of Missouri,
•j J
entitled " An act to amend chapter sixty-three of the
General Statutes, entitled c Of Railroad Companies,' by
adding certain sections thereto," it was resolved for the
purpose of raising money, as may be necessary for the
additional equipment of the Pacific Railroad, for the
funding of the floating indebtedness, and for the addi¬
tion of a double track, as far as may be necessary for a
more convenient and efficient operation of said road,
and for the construction of an extension or branch of
the same to the River bank in or near the City of St.
Louis, to issue the bonds of said Company to the
amount of Three Millions of Dollars, being three thou¬
sand bonds, in sums of one thousand dollars each, bear¬
ing interest at the rate of seven per cent, per annum,
payable semi-annually, both principal and interest being
payable in current money, at such place as may be
named in the City of New York : and to secure said
%j *
bonds so issued by a second mortgage upon the said fécond Mort-
Railroad from (14th) Fourteenth Street in the City of8"9^-
St. Louis to its terminus at Kansas City, including all
its corporate rights and franchises, in such form and to
u. s.
Stamp
$3,000.00
July 19,
1871.
2
such Trustees as should be hereafter approved by the
sinking- Fund. Board of Directors of said Company ; and that said
bonds should be further secured by a pledge of the
payment of the annual sum of Fifty Thousand Dollars
to the said Trustees, to be invested in the purchase of
the bonds aforesaid, under such terms as should be pre¬
scribed by the Board ; which said action of the Board
of Directors of said Company was afterwards, to wit,
011 the seventeenth day of June, A. D. 1871, ratified and
approved by the majority of the existing capital stock
()f safc| Company, at a meeting of the stockholders called
for that purpose, by the Directors of said Company, and
on due notice in the manner provided by the by-laws
for holding meetings of the stockholders.
And whereas, in pursuance of the power aforesaid,
the Board of Directors of said Company have caused to
be issued its three thousand bonds of one thousand
dollars each, of the form following and numbered con¬
secutively from one to three thousand inclusive :
UNITED STATES OF AMERICA.
Form of Bond. THE PACIFIC BAILBOAD OF MISSOURI.
Second Mortgage Bond.
No. $1,000.
Twenty years after date, for value received, The
Pacific Railroad of Missouri promises to pay in lawful
money of the United States, to the holder of this bond,
seven per-eent at the National Bank of Commerce, in the City of New
i York, one thousand dollars, and also the interest there¬
on at the rate of seven per-cent per annum, payable
semi-annually in lawful money, upon the presentation
of the respective coupons hereto annexed, free of any
tax by the Government of the United States.
This bond may be registered on the books of said
3
Company at the National Bank of Commerce, in the Registration oi
1 J . Bond-
City of New York, at the option of the holder thereof,
after which the same shall be transferable only by a
registered indorsement at said Bank of Commerce, un¬
less the same shall be transferred and assigned to
bearer, when it may pass by delivery.
In witness whereof, the said Company has
caused this bond to be executed by
affixing its corporate seal, and attest-
[seal.] ing the same by the signature of its
President and Treasurer, this first
day of July, in the year one thousand
eight hundred and seventy-one.
, President.
3 Treasurer.
We, the undersigned, do hereby certify that the
above bond is one of the series of three thousand bonds
of like amount and elate, authorized by a vote of the Tmstees?6 °f
stockholders of said Company, June 17th, 1871, and
that the payment of the same has been secured by the
execution and delivery of a mortgage, duly stamped,
conveying to the undersigned, in trust, the Pacific
Railroad, with its franchises and appurtenances, in¬
cluding rolling stock, machine shops, etc., extending
from Fourteenth Street in the City of St. Louis, to the
Western boundary of the State, at Kansas City, which
said mortgage is subject to a prior lien to the amount
of Seven Millions of Dollars, fully described in said
second mortgage.
Trustees.
4
And to which bond are attached coupons for the
semi-annual interest, in the form following :
THE PACIFIC RAILROAD (OF MISSOURI).
Form of Cou- $35. $35.
pon.
Will pay to the bearer hereof thirty-five dollars in
lawful money, at the National Bank of Commerce, in
the City of New York, on the first day of
187 , it being the semi-annual interest to that date up¬
on second mortgage bond.
No.
— — 3 Treasurer.
And have directed the President and Secretary to
execute, under the seal of this Company and deliver to
Edwin D. Morgan and Joseph Seligman, of the City of
New York, Trustees, this second mortgage upon said
Pacific Railroad, from Fourteenth Street, in the City of
St. Louis, to the Western boundary of the State of
Missouri, at Kansas City, together with its property,
franchises and appurtenances.
sinking Fund. And whereas, the said Company has covenanted and
agreed to appropriate and pay to the said Trustees,
annually, the sum of Fifty Thousand Dollars in lawful
money, on or before the fifteenth day of April in each
year, whilst any portion of said bonds are unpaid, for
the sole and exclusive purpose of purchasing canceling
and returning (retiring) the bonds so issued, as afore¬
said, market rate therefor, not exceeding par—upon
this condition, however : that if the first mortgage out-
Firs?Mort a°e s^anc^ng bonds of the said Company can be purchased
Bonds. at a lower rate that the second mortgage bonds, then
to purchase the said first mortgage bonds, and cancel
and return the same to the Company.
Morgan and
Seligman,
Trustees.
5
Now this Indenture witnesseth, that the saicl Pacific Tins indenture
Railroad, by virtue of the power granted it by the said
act of the General Assembly of the State of Missouri,
«y '
and for the purpose of securing the payment of the
principal and interest of the said three thousand bonds
of one thousand dollars each, and in consideration of
the sum of one dollar, to it in hand paid by the parties
of the second part at and before the ensealing and
delivery hereof, the receipt of which is hereby acknowl¬
edged, has granted, bargained, sold, conveyed, assigned,
and confirmed, and does by these presents grant, bar¬
gain, sell, convey, assign, and confirm unto the said
Edwin D. Morgan and Joseph Seligman, Trustees,
parties of the second part, their heirs and assigns for¬
ever, all and singular the entire line of the " Pacific Road from st.
Railroad " two hundred and eighty-three miles in length, sas city 283
extending from the depot at Fourteenth Street in the
City of St. Louis, and passing through the counties of
St. Louis, Franklin, Gasconade, Osage, Cole, Moniteau,
Morgan, Cooper, Pettis, Johnson, Cass, and Jackson, in
the State of Missouri and ending at the Western
bounday of said State of Missouri at Kansas City, with
its appurtenances including the depots, stations,
machine shops, rolling stock, machinery, rights,
interests, and franchises of the said Railroad.
To have and to hold, all and singular, the said To have and to
Railroad, together with its property, franchises and
appurtenances, as herein described unto the said Edwin
D. Morgan and Joseph Seligman, and to their succes¬
sors and assigns forever ; subject, however, to a first subject to
mortgage upon the property aforesaid, heretofore exe-gage.
cuted and delivered to Uriel A. Murdoch, James Pun-
nett and Luther C. Clark, of the City of New York,
Trustees, to secure the payment of seven thousand
bonds of one thousand dollars each, bearing date July
15th, 1868, and payable twenty years after date—-refer¬
ence to which is made—in trust nevertheless,
6
Defeasance. AND THIS INDENTURE IS UPON THE EXPRESS CONDITION,
that if the said party of the first part shall well and
truly pay, or cause to be paid to the holder or holders
of the said bonds now issued and of date herewith,
the principals sums of money therein mentioned, ac¬
cording to the true intent and meaning thereof, with
the interest thereon, according to the terms and con¬
ditions thereof, then, and in that case, this deed of
Release of tRis trust or mortgage shall be satisfied, and a release and
Mortgage. satisfaction thereof shall be entered of record at the
cost of the party of the first part. But if the said
Default. party of the first part shall fail to pay, or cause to be
paid, the interest on any of said bonds, intended to be
secured hereby, for ninety days after the same shall be¬
come due and payable, and after demand made for the
payment of same, at the National Bank of Commerce
in the City of New York, or if the principal sum of any
of the said three thousand bonds, when and as the same
shall become due and payable, shall not be paid for the
period of ninety days after demand made for the pay¬
ment of same at the National Bank of Com¬
merce in the City of New York, as afore¬
said ; or if the said party of the first part
shall, whilst any portion of the said bonds
remain unpaid whether due or not, fail to
pay to the parties of the second part the said annual
Family to pay sum 0f Fifty Thousand Dollars for the purchase and
into Sinking " \
Fund. cancellation of said bonds, under the conditions herein¬
before recited, for a period of ninety days after the
power of saiesame *s annually due and payable, the said parties of
o? Bondholders^ie second part, and their survivor or survivors, suc¬
cessor or successors in this trust, are authorized and
required upon the written request of the holder of any
ten (10) or more of said bonds, to offer the said Bail-
road with all the property, interests, rights and fran¬
chises herein conveyed, and to sell the same at public
vendue, to the highest bidder for cash, at the Court
Notice of Sale. /"x* j p i t • r* j • • * i i 5
House m the City 01 bt. Louis, first giving ninety days
<7
i
notice thereof, and of the time, place and terms of sale,
by notice published weekly or oftener, in at least one
paper published in each of the Cities of St. Louis,
New York and Boston, and upon such (sale), the said
parties of the second part, their survivor or survivors,
successor or .successors, shall have power, and this
power shall be irrevocable, to make, execute and de¬
liver any conveyance or conveyances that may be nec¬
essary to completely transfer and convey all the above Tmstees?Dee(i
described property, and all and every interest, right,
or title of anv kind or character which the said Pacific
«y
Railroad may have in and to the premises aforesaid, to
the purchaser or purchasers, who may immediately
enter upon and take possession of, all and singular, ^try by Pur-
the property, franchises, rights and effects, hereby con¬
veyed to the said Trustees ; and all benefit and equity
of redemption of the said Pacific Railroad therein shall
be forever barred.
And the said parties of the second part, after the Expense of
n Trust paid.
payment ot the costs and expenses 01 this trust and
sale (shah), and for themselves and their successors in
this trust, do covenant to pay to the holders of the Proceeds of
' L J t Sale.
said bonds, hereby secured, out of the net proceeds of
such sale the amount of principal and interest of said
bonds remaining unpaid, and to pay the surplus (if any
there be) to the said party of the first part, and in case
the proceeds of said sale shall not amount to enough
fully to pay the same, then the party of the second
part agrees to divide the said proceeds among the re¬
spective holders of said bonds,—each bond outstanding
being entitled to an equal distributive share.
It is eubtheb mutually agbeed, that the actual pos- possession to
• -i jpji t) * i t * 11 remain w i t It
session, use, and management ot the said Jdailroad, with co., until, etc.
all and singular the appurtenances thereunto belonging,
shall be and remain with the party of the first part so
long as there shall be no default in the payment of
interest or principal, in the manner aforesaid, of the
8
said bond, hereby secured, or in the performance of the
covenants and agreements herein provided for.
sinking Fund. And the said parties of the second part hereby cove¬
nant for themselves and their successors to receive
annually from the said party of the first part the said
sum of Fifty Thousand Dollars, and to invest the same
in the bonds herein provided for, at the market price
thereof, not to exceed the par value thereof, con¬
ditioned as hereinbefore recited, and to cancel and de¬
liver to the said party of the first part all the bonds so
purchased by them during the continuance of this trust.
etcs|g of tmsl 1-n case of death, inability or refusal to perform
tee< the trust of either of the Trustees herein named, the re¬
maining Trustee may appoint from the bondholders
some person to fill such vacancy ; and when the acting
Trustee shall have certified upon this deed, under his
hand, such appointment, the persons so appointed shall
thereupon become substituted as parties of the second
part, or mortgages, with the same powers, and under
the same trust, and as fully or effectually as if he or
they were originally and specially named in and made
parties to this instrument.
covenant for And the said party of the first part doth further
further Assut**
ance. covenant and agree with said parties of the second
part, and the survivor of them and their or his" succes¬
sor or successors in this trust, that it will at any time
hereafter, on reasonable demand, execute and deliver
to said parties of the second part, or their successor or
successors, any and all such future deeds and assur¬
ances as may be necessary to fully effectuate and con¬
firm the purposes of this trust.
Liability of And ^ expressly provided and declared, that each
and every of the said Trustees shall be liable only for the
acts done and suffered by and through him, and that
in case of his action being called into question by
whomsoever, he shall be entitled to call upon the said
Pacific Railroad, in writing, to employ competent and
, sufficient counsel to vindicate and defend the same ;
Trustees.
9
and in case tlie said Pacific railroad shall neglect or re¬
fuse to employ such counsel, then the Trustee, whose
conduct in the discharge of this trust shall be so called
in question, acting in good faith, shall be and is hereby
authorized to employ such counsel in his own behalf,
and to be repaid for all necessary disbursements grow¬
ing out of such employment, out of the said trust
fund.
In testimony whereof, the said " The Pacific
Railroad " has caused its corporate
seal to be hereunto affixed, and these
presents to be subscribed by its
President and Secretary at St. Louis,
[seal.] Missouri, this first day of July, one
thousand eight hundred and seventy-
one ; and the said mortgagees have
signed these presents, in signification
of their acceptance of the trusts
therein created.
Joseph Brown,
President.
John C. Porter,
Secretary.
(Edwin D. Morgan,)
Trustee, [l. s.]
(Joseph Seligman,)
Trustee, [l. s.]
State of Missouri, )
County of St. Louis. )
Be it remembered that on this seventeenth day of Notarial cer-
tificate of .Ao**
July, Anno Domini, one thousand eight hundred and knowiedg-
seventy-one, before the undersigned, John M. Cooper,
a notary public, within and for the County and State
aforesaid, came Joseph Brown, President, and John
10
C. Porter, Secretary of the Pacific Railroad (of
Missouri), and acknowledged tlie signing and seal¬
ing of the above instrument of conveyance, to be their
voluntary act and deed as President and Secretary
aforesaid, and the act and deed of said Pacific Rail¬
road for the uses and purposes therein expressed ; and
they are personally known to me to be the persons
whose names are subscribed as parties thereto.
Witness my hand and official seal at St.
[seal] Louis the day and date aforesaid.
J. M. Cooper,
Notary Public,
St. Louis County, Mo.
State of New Yore, > .
City and County of New York. ) h"
Be it remembered that on this dav of
•j
A. D., one thousand eight hundred and seventy-one,
before the undersigned, a notary public, within and for
the County and State aforesaid, came Edwin D. Morgan
and Joseph Seligman of the city of New York, Trustees
in the above conveyance, and acknowledged the execu¬
tion of the same as Trustees aforesaid, and their ac¬
ceptance of the trusts in manner and form as therein
expressed.
Witness my hand and official seal at the
City of New York, the day and date
aforesaid.
Notary Public,
City and County of New York.
11
(The original of the foregoing instrument was filed
for record in the office of the Recorder of Deeds for
the County of St. Louis, State of Missouri, July 19,
1871, and is recorded in said office in Book 433, on
pages 175-179. The foregoing is an accurate copy of
the instrument as there recorded).
12
Provision for extending principal of the
within mentioned bonds, at 5 per cent, in¬
terest to July 1, 1938.
The Bonds secured by the foregoing mortgage are to
be endorsed as follows :
" Extended by mutual consent to July 1st, 1938, as
per contract and coupons attached."
And the Contract and the Coupons which are to be
attached shall be in the following form :
CONTRACT.
" By this contract and coupon sheet, made by the
Missouri Pacific Railway Company, and attached to the
foregoing bond No. , and by its acceptance by the
holder, it is mutually agreed that the principal of said
bond shall not be due or payable until the first day of
July, 1938, unless default is made in payment of interest
on the same for ninety days after presentation of the
proper coupons, which extending to said date, said
company has attached to said bond and promises to
pay on such presentation, but upon such default the
principal will thereupon be due and payable. The
principal and interest when payable, shall be paid in
United States gold coin of the present standard weight
and fineness. The mortgage to secure this bond re¬
mains unimpaired, and no part of this contract shall
be construed to affect its validity or priority.
Dated New York, , 1891.
[seal.]
President.
Secretary."
13
FORM OF COUPON.
" Warrant for $25 gold, payable by the Missouri
Pacific Railway Company on the first day of
, 18 , for the semi-annual interest on bond
of the Pacific Railroad of Missouri, issued under its
second mortgage, dated July 1, 1871.
No.
Treasurer."
|1012]
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