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STATE OF
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CUMBERLAND SS SUPREME JUDICIAL COUR
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Samuel E. Spring et als. Trustees in Equity
vs.
The Portland and Ogdensburg Railroad Company et als.
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PORTLAND:
PRINTED BY B. THURSTON & CO.
1877.
V
To the Honorable Justices of the Supreme Judicial Court,
in and for the county of cumberland, and state of
Maine, sitting in Equity :
Humbly complaining, show unto your Honors, your orators
Samuel E. Spring, Weston F. Milliken, and Philip Henry Brown,
all of Portland, in the County of Cumberland and State of Maine:
•That the Portland and Ogdensburg Railroad Company was duly
chartered by the laws of the State of Maine, and regularly organ¬
ized under its said charter, as a body corporate and politic, and
authorized to locate, construct, complete, alter and keep in repair,
a railroad from Portland, extending northerly and westerly to the
western line of the State, and to prolong its railroad through the
State of New Hampshire to the eastern line of the State of Ver¬
mont, and to hold lands and property within and without the limits
of the State of Maine, for the purposes of said railroad, subject as
to its railroad and property that might be situated in the State of
New Hampshire, to the conditions and regulations that had been
or might be prescribed by the laws of New Plampshire, which said
charter from the State of Maine, and the several acts and parts of
acts, amendatory of, and additional to the same, they ask leave to
produce to your Honors :
And the said Portland and Ogdensburg Railroad Company was
constituted a corporation in the State of New Plampshire, with
the powers, and subject to the liabilities and duties incident to cor¬
porations of a similar nature by the laws of New Plampshire: the
act of the State of New Hampshire, so incorporating said company,
is as follows:
4
STATE OF NEW HAMPSHIRE,
In the year of our Lord, one thousand eight hundred and sixty-nine.
i
An act to grant a Right of Way through, this State, to the
Portland and Ogdensburg Railroad Corporation:
Be it enacted by the Senate and House of Representatives in
General Court convened:
Section 1. The Portland and Ogdensburg Railroad Company,
incorporated by the Legislature of the State of Maine, by an act
passed February 11, 1867, is hereby made and constituted a cor¬
poration within this State, under the authority thereof, with all
the rights and privileges and subject to all the liabilities and duties
which now are, or may at any time hereafter become incident to
corporations of a similar nature by the laws of this State.
Section 2. Said corporation is hereby authorized and empow¬
ered to continue and prolong its railroad agreeably to the provis¬
ions of its charter, and to locate the same from the west line of
the State of Maine, through Conway, Bartlett, Hart's Location,
Crawford's Grant, Carroll, Bethlehem, aud Littleton. Provided,
however, that in case said' corporation find it impracticable to
locate and build a railroad, on account of the grades between Lit¬
tleton Village and St. Johnsburv, Vermont, and not otherwise,
they may locate and build the same, via Carroll, Whitefield and
Dalton, to the easterly line of the State of Vermont, in accordance
with the provisions of Chapter 146 of the General Statutes, except
as hereinafter provided.
SECTioN 3. Said railroad shall be located and established in
and through the White Mountain Notch, so called, and shall not
be located around and outside of said Notch, and said railroad and
the branch railroad authorized by the act' entitled "An act to
•>
authorize the Boston, Concord and Montreal Railroad to construct
a branch railroad" for the distance between the White Mountains,
N. H., Railroad and the Fabyan Place, so called, shall be located
by two engineers selected, one by the Boston, Concord and Mon-
5
treal Railroad, and the other by this corporation, in such locations
in the Valley of the Ammanoosuc River, for said roads respective¬
ly, as they may determine, regarding the said railroads as equals
in rights, and in case of any disagreement between said engineers,
the same shall be finally determined by a disinterested umpire, to
be appointed by the Justices of the Supreme Judicial Court of this
State, on application by either engineer for that purpose. And
said two roads, as far as may be practicable and expedient, shall
be located separate and distinct from each other, and the locations
for the distance mentioned shall be made as soon as practicable.
And no part of the road of this corporation shall be located over
any part of the White Mountains, N. H., Railroad, or of its exten-
tion to Lancaster, except merely for the purpose of necessary
crossings, unless with the mutual assent of both corporations.
Section 4. If the said railroad in the course thereof shall
cross any private way, the said corporation shall so construct said
railroad as not to obstruct the safe and convenient use of such pri¬
vate way; and if said railroad shall not be so constructed, the
party aggrieved shall be entitled to his action on the case, and
shall recover reasonable damages for such injury: but no action
shall be commenced after the expiration of two years from the
time the cause of action occurred.
Section 5. The Railroad Commissioners shall have, hold and
exercise the same power and authority in regard to lands taken, or
to be taken, for the location and construction of said railroad in
continuation through this State, and the damage done to individu¬
als and corporations by the locatiou and construction of said rail¬
road over their lands, as they are, or may be invested with bv law
in regard to other railroads incorporated by the Legislature of the
State.
Section 6. Said corporation shall have all the rights with
regard to any connecting railroad, provided in Chapter 150 of the
General Statutes, in cases of railroads authorized to enter on and
use connecting railroads.
6
Section T. If said corporation shall not have expended the
sum of one hundred thousand dollars toward the construction of
said railroad in this State, before the first day of July, 1873, this
act shall be void, and it shall be void as to any and every portion
of said railroad which shall not be completed on or before the first
day of January, A. D., 1880.
Section 8. This act shall take effect when the Directors or the
Corporators and their associates of the Portland, White Mountains
and Ogdensburg Railroad, shall at a meeting duly notified and
held, have voted to surrender its charter and filed a copy of said
vote duly certified, at the office of Secretary of State. Provided
that said Portland and Ogdensburg Railroad shall, by accepting
this act, assume and pay the outstanding liabilities of the said
Portland, White Mountains and Ogdensburg Railroad.
Section 9. The Legislature may alter, amend or repeal this
act, whenever, in their opinion, the public good may require.
Section 10. This act shall take effect upon its passage.
Which said act of the State of New Hampshire was approved
and took effect on the seventeenth day of July, A. D., 1869.
And the conditions prescribed in section 8 of the same act were
forthwith complied with.
And the said Portland and Ogdensburg Railroad] Company,
under, and in pursuance of the authority and power so conferred
by the said States of Maine and New Hampshire, and in compli¬
ance with the regulations of each of said States by statute provi¬
ded in case of railroads, proceeded to locate and construct their
railroad from Portland, in the State of Maine, through the coun¬
ties of Cumberland and Oxford, to the line of the State of New
Hampshire, and beyond said line in said State of New Hampshire,
and on the route prescribed by the above recited act of said State
to Bartlett in said State, and, on the first day of November, a. d.
1870, said Company, under a vote of the stockholders by deed of
7
said Company duly executed and acknowledged, a copy of wliich
your orators annex and ask to make part of this their bill, con¬
veyed, in trust and in mortgage, to your orators, Samuel E.
Spring and Weston F. Milliken, and to Woodbury Davis, then all
of Portland, in said State of Maine, their survivors and successors,
44 all that part of the railroad of said Company extending and to
44 be extended from the terminus in Portland, in the State of
44 Maine, to Bartlett, in the State of New Hampshire, located and
44 to be located within said limits, called the Portland & Ogdens-
44 burg Railroad, including all the rights of way and lands taken
44 and held, or to be hereafter taken and held within said limits, in
44 the States of Maine and New Hampshire, by said Company, for
44 the purpose of its road, and all the franchise of said Company
44 to build, maintain and operate said railroad from said Portland
44 to said Bartlett, granted or to be granted by said States of Maine
44 and New Hampshire, and all the rails and superstructure of said
44 railroad between said limits of Portland and Bartlett, together with
44 all cars, engines, and other movable furniture, machinery, and
44 equipments of said road, and all other personal property of said
44 Company, appertaining to and connected with the customary
44 use and working of said railroad and the machinery thereof:
4< To have and to hold the premises, with all the privileges and
44 appurtenances thereof, and belonging thereto, to them the said
44 grantees, their survivors and successors, as joint tenants and not
" as tenants in common, upon the agreements, conditions and
44 trusts," in said conveyance specifically set forth:
And your orators further show that the said Samuel E. Spring,
Weston F. Milliken, and Woodbury Davis, duly accepted said
conveyance and the trusts therein made, created, and declared.
And after accepting said trusts, the said Woodbury Davis, one of
the grantees and trustees named in said deed, deceased. And
thereafter upon application duly made to the Honorable Nathan
Clifford, Associate Justice of the Supreme Court of the United
8
States, assigned to the First Circuit, in pursuance of the terms of
said deed for such cases the said Justice of the Supreme Court of
the United States on the 18th day of Dec., in the year of our
Lord 1876, in writing designated and appointed as the successor
of the said Woodbury Davis, in the trusts aforesaid, your orator
Philip Henry Brown, of Portland aforesaid, and thereupon your
orators Samuel E. Spring and Weston F. Milliken, by deed, which
your orators crave leave to refer to and produce in Court, con¬
veyed to said orator Philip Henry Brown, an equal interest and
title with themselves in and to all the franchises, lands, tenements,
chattels, property and estate, conveyed in said original deed of
said Portland and Ogdensburg Railroad Company, to be held as
joint tenant and not as tenant in common with them, their surviv¬
ors and successors, upon the same agreements, conditions and
trusts that they the said Spring and Milliken had and held the
same. And your said orator Philip Henry Brown, accepted said
conveyance and the said trusts :
And your orators further show that said Portland and Ogdens¬
burg Railroad Company have actually issued their bonds described
in said conveyance, in trust and mortgage, with the interest coupons
attached to the same, to the full amount of eight hundred thousand
dollars, all of which said bonds are still outstanding against said
company, and no part of the principal of the same has in any way
been paid, nor secured except by the conveyance aforesaid :
And your orators further show that on the first day of January,
a. d. 1877, coupons for semi-annual interest on each of said bonds,
amounting in thq aggregate to the sum of twenty-four thousand
dollars, according to the tenor of said bonds and coupons, became
due and payable, and the several owners and holders of said
bonds, and of the coupons aforesaid, on the second day of said
January, the first day being on Sunday, presented the said
interest coupons where the same were made payable, and de-
9
maiided of said Portland and Ogdensburg Railroad Company pay¬
ment of the same, and the said company then and there did
not pay the same, or any part thereof, but made default
in respect of such interest coupons, and afterward, and more
than ninety days before the filing of this bill of complaint,
the same interest coupons were presented to the Treasurer of said
Portland and Ogdensburg Railroad Company, and payment of the
same was demanded of said Treasurer, which the said Treasurer
then, and ever since hath, neglected and refused :
And your orators further show unto your Honors, that there are
in the State of Maine about fifty-one miles of said railroad, and
from the line between the States of Maine and New Hampshire
to Bartlett aforesaid, about eleven miles more of said railroad, the
whole of which said sixty-two miles extending from Portland to
Bartlett, are included in the said conveyance in mortgage and in
trust:
And your orators further show to your Honors, that said Port¬
land and Ogdensburg Railroad Company continued the location
and construction of, its railroad beyond said Bartlett, on the line of
the route designated by the aforesaid Act of the State of New
Hampshire, and has completed the same as far as the Fabyan
place, so called, a distance of miles, and has also constructed
and set in operation about miles of said railroad at the ex¬
treme western end of its route, and the whole of said constructed
portions of said railroad now are, and for a long time have been, in
operation and use, and are run over by cars and engines, carrying
the United States mail, passengers, and freight, and is earning tolls:
And your orators further show your Honors that said Portland
and Ogdensburg Railroad Company on the first day of November,
a. d. 1871, in accordance with a vote of the stockholders thereof,
by its deed of that date, duly executed and acknowledged, a copy of
10
which said deed your orators annex hereto and pray leave to refer
to as part of this their bill of complaint, for the security of the pay¬
ment of bonds of said Company to an amount not exceeding thir¬
ty-three hundred thousand dollars, with semi-annual interest,
conveyed in trust and in mortgage to the said Samuel E. Spring
and Weston F. Milliken, two of the same trustees named in the
mortgage and trust deed hereinbefore mentioned, and to George
F. Emery, then all of Portland, their Survivors and successors,
"all of the railroad of said Company located and to be located in
" Portland in the State of Maine, and thence to its termination at
" the western boundary line of the State of New Hampshire, with
" all the rolling stock, stations, fixtures, and franchises thereof, and
" appurtenances thereto belonging," [then] "now owned or held,
"or that may be hereafter acquired by said Company; also, any
"and all rights which may be acquired by lease or contract, in any
" railroads, forming part of the through line from Portland to Og-
" densburg; with all lands and tenements now taken and held, or
" which may be hereafter taken and held by said Company for the
" purposes of its railroad, and all the franchise of said Company to
" build, maintain and operate said railroad, granted or to be hereafter
" granted by said States of Maine and New Hampshire, together
" with all the cars, engines, and other movable furnitnre, machinery,
" and equipments of said railroad, and all other personal property of
" said Company, appertaining to and connected with the customary
" use and working of said railroad and machinery thereof," thereby
including in said conveyance all the property, rights, and franchises,
already conveyed to your orators under the aforesaid deed of the
date of November 1, a. d. 1870, and making no exception of the
prior and superior rights created by said last-mentioned deed, nor
any provision for the satisfaction and extinguishment of said rights,
other than providing that said trustees should reserve and hold of
the bonds to be secured by said last-executed deed, the sum of
eight hundred thousand dollars, which should only be issued in
11
substitution for the same sum of tlie bonds issued under and se¬
cured by said first-named conveyance.
And your orators further show that George F. Emery aforesaid,
who was named as one of the Trustees in said conveyance, dated
November 1st, A. D. 1871, and accepted said Trust, has since the
date of said acceptance permanently removed from the State of
Maine, and is now and for a long time hath been a citizen and
inhabitant of the State of Massachusetts, thereby causing a
vacancy in said Board of Trustees, of which said Emery was
before a member, and said vacancy has not been filled:
And your orators further show that the said Portland & Ogdens-
burg Railroad Company has negotiated and sold a large amount of
the bonds described in and secured by said deed of November 1st, a.
d. 1871, and has also negotiated and delivered as collateral secur¬
ity for other liabilities of said company, other of the same bonds
so secured ; and that there have been so negotiated and sold, and
negotiated and deposited as collateral, more than the sum of two
millions of dollars of said bonds, all which are still outstanding, in
force against said company; and said bondsJhave been transferred
and delivered, and are now held by a great number of persons,
most of whom are to your orators unknown, and if known would
be too numerous to be made parties to this bill:
And your orators further show that the Portland Rolling Mills,
a corporation existing under the laws of the State of Maine, and
having its place of business at Portland, in said County of Cum¬
berland, is the owner and holder of a large amount of the bonds
of said Railroad Company, issued under and on the security of
said deed of November 1, a. d. 1871, and also holds as collateral
security for other liabilities of said Railroad Company to said Port¬
land Rolling Mills, other large amounts of the bonds of said com¬
pany of the said class, and in all respects has the same, and the
same kind of interest in the bonds of said company as other hold-
ft
12
ers, and fully and fairly represents in itself all the various interests
of said numerous holders of said bonds:
And your orators further show that the said Portland and Og-
densburg Railroad Company was incorporated in the State of
Maine, and obtained its "rights and "powers, as a corporation under
the laws of New Hampshire, to the end of constructing a line of
railroad, through the States of Maine and New Hampshire, to the
line of the State of Vermont, there to connect with a railroad to
be constructed by corporations created and organized under the
laws of the State of Vermont, which said connecting railroads of
said several companies should together form a continuous through
line from Portland, Maine, to Lake Cham plain and Montreal:
And on the first day of January, a. d. 1875, the said Portland
and Ogdensburg Railroad Company, joined with the Essex County
Railroad Company, the Montpelier and St. Johnsbury Railroad
Company, the Lamoille Valley Railroad Company, and the
Lamoille Valley Junction Railroad Company, all being corpora¬
tions duly chartered, organized and existing under and by virtue
of the laws of the State of Vermont, and each maintaining or
constructing a railroad, which constituted a part of a continuous
through line, and all said companies, including said Portland and
Ogdensburg Railroad Company, on that day, by deed of indent¬
ure, a copy of which is annexed and made part of this bill, made
and executed a joint consolidated mortgage of the railroads, fran¬
chises and property of said respective companies, to Luke P.
Poland of St. Johnsbury, Vermont, and Israel Washburn, jr.,
and Philip Henry Brown, both of Portland, Maine, as Trustees
upon the several trusts, in said deed of indenture set forth, and for
the security of bonds as therein described; and your orators show
that the said Philip Henry Brown, in said deed of indenture men¬
tioned, is the same who is one of your orators:
And your orators show that under said joint consolidated mort¬
gage, your orators have been informed and believe that bonds to
the amount of upwards of eighty thousand dollars have been
13
negotiated and sold, and are now outstanding and in full force
against the several railroads aforesaid, and constitute a lien upon
the railroads and other property of said companies, subject to prior
and superior liens that may exist upon the same ; the holders of
which said joint consolidated bonds are to your orators unknown :
And your orators further show, that they bring this their bill of
complaint, at the request of the several holders of the bonds of
the said Portland and Ogdensburg Railroad Company, which were
issued on the security of the mortgage of the railroad and other
property from Portland, Maine, to Bartlett, New Hampshire,
dated November 1, a. d. 1870, and in performance and pursuance
of the Trusts imposed upon them and with which they are charged
•
under and by force of said mortgage; and they further show that
in so doing your orators, Samuel E, Spring and Weston F. Milli-
ken, as sole remaining and authorized Trustees, under the deed of
said Portland and Ogdensburg Railroad Company dated November
1, a. d. 1871, and your orator, Philip Henry Brown, as one of
the Trustees, under the joint consolidated mortgage aforesaid,
dated January 1, 1875, of necessity refer the representation and
protection of the interests and rights of all persons under said
deeds respectively to the cestuis que trustent, of and under said
deed of November 1, 1871, who are, as aforesaid shown, too
numerous to be all made parties to this bill, but all whose interests
are identical in law with those of the Portland Rolling Mills, and
may be fully and equitably represented and protected by said
corporation; and to Israel Washburn, jr., and Luke P. Poland,
the co-Trustees of said Philip Henry Brown, under said joint
consolidated mortgage, dated January 1, 1875.
And your orators further show that since the first day of Nov¬
ember, a. d. 1870, when the first mortgage deed aforesaid was
executed by said Portland and Ogdensburg Railroad Company,
said company has purchased new and additional engines and cars,
and other stock and material, movable furniture, machinery and
equipments of said railroad, appertaining to and connected with
14
the customary use and working of said railroad, as well the part
and portion of said railroad extending from the terminus in Port¬
land to Bartlett, aforesaid, as to the entire line of said road; and
other property owned and possessed by said Railroad Company at
the said date of the execution of said first named mortgage deed,
and by it conveyed, has since been exchanged and sold, and other
like property substituted for the same, as these orators have been
informed and believe:
And it is impossible for your orators to know what and how
much of such engines, cars, machinery, equipments and property
strictly appertains to the portion of said railroad extending from
the terminus thereof at Portland to Bartlett aforesaid, and is sub¬
ject to the said first named mortgage, and to be administered by
your orators in the execution of their said trust, without discovery
by said Portland and Ogdensburg Railroad Company, of the pur¬
chases made for the special use of said portion of its railroad, and
without discovery of the property procured in exchange for, or in
substitution of the property originally conveyed by said first exe¬
cuted deed:
And your orators further show that the said Company's said rail¬
road is a continuous railroad from Portland to the Fabyan Place,
so called, in the state of New Hampshire, the net earnings of so
much of which as reaches from Portland to Bartlett, aforesaid, the
holders of the bonds issued under said first named mortgage, are
entitled to have, and it is the duty of your orators as Trustees, to
cause to be applied to the payment of the interest that is now due,
and from time to time may become due upon said bonds; and they
are entitled further to have the said portion of said railroad put
and kept in repair, and properly equipped with rolling stock, with¬
out diminution of the earnings of said portion for the expenses and
repairs and equipment of the other portions of said road; and
your orators are informed and believe that this can properly and
correctly be done only under the direction of a court of Equity
empowered to marshal and properly distribute to the several sec-
15
tions of said rajlroad their proper and just proportions of the income
and earnings of the entire line, and of the expenses of operating
and especially of the expense for the wear and destruction of roll¬
ing stock used over both sections of said railroad:
And your orators further show that they are advised that in the
execution of their said trust they may be required to treat as a dis¬
tinct and separate property, the property so as aforesaid conveyed
to them which is situated within the limits, and subject to the jur¬
isdiction of the state of New Hampshire, and keep separate and
distinct accounts of the earnings and expenses of the same;
And your orators further show that the said railroad is at the
present time out of repair, and to prevent waste of the same and
to make it safe and convenient, large expenditures are immediately
required in the way of repairs, and the earnings and income of
said railroad ought to be applied to the payment for the same
repairs, and further show that a large amount of repairs is imper¬
atively demanded on said road, in anticipation of the receipt of earn¬
ings to pay for the same, which can only be made by some person
having credit and protected against a diversion of said earnings for
the payment of other liabilities of said Company ; and they further
show that said Company is without credit, and unable itself to
provide for such immediate repairs:
And your orators further show, that a large portion of the hol¬
ders of the bonds, for whom they are Trustees as aforesaid, have
instructed and requested your orators to proceed in the execution
of the trusts imposed on them by the aforesaid conveyance, dated
November 1, 1870, and by them accepted, to foreclose the mort¬
gage dated on that day, and to obtain good and indefeasible title to
the property so mortgaged, and to hold the same in the interest, and
for the benefit and profit of all the holders of such bonds, which
your orators are ready and willing to do.
And your orators further show that they have requested said
16
Portland and Ogdensburg Railroad Company to pay the interest
due on said bonds, and to preserve the property which is mortgag¬
ed for the security of the payment of the principal and interest of
said bonds, in suitable and necessary condition of repair, and not to
suffer the rights and security of the holders of said bonds, and of
your orators, to be impaired by the waste of said property, and the
said Company has hitherto utterly failed to comply with said re¬
quest;
In consideration whereof, and for as much as your orators are
unable to carry the trusts aforesaid into execution without the di¬
rection of a Court of Equity, and are entirely remediless in the
premises according to the strict rules of the common law, and can
only have relief in a Court of Equity, where matters of this kind
are properly cognizable:
To the end therefore that the said Portland and Ogdensburg
Railroad Company, and the said Portland Rolling Mills, as the
representative of, and for and in behalf of the numerous and re¬
spective holders of the bonds of said Company issued under and
upon the security of said mortgage dated November 1, a. d. 1871,
whether they hold said bonds as absolute owners of the same,
or as collateral security for other indebtment and liability of said
Company; and the said Israel Washburn, jr., and Luke P. Po¬
land, for and in behalf of all persons and interests for wdiich they
are as aforesaid trustees, and to represent the entire trust estate
under said joint consolidated mortgage, dated January 1, a. d.
1875, as well the interests of the holders of bonds, as of the sev¬
eral corporations, parties to said joint consolidated mortgage, may
upon oath full, true, direct and perfect answer make to all and
singular the premises, as fully and particularly as if the same were
hereinafter repeated, and they distinctly thereunto interrogated;
and that, not only as to the best of their respective knowledge and
remembrance, but also as to the best of their several and respective
information and belief:
\
17
And that said Portland and Ogdensburg Railroad Company
may- discover and set forth what and which of the engines, cars,
machinery and equipments of said road, and other movable prop¬
erty, now belonging to said corporation is the same that was con¬
veyed to the trustees by said conveyance of November 1, a. d.
1870, and what has been received and procured in exchange and
substitution for any part of what was so conveyed; and also dis¬
cover if any and what movable property and rolling stock now
held and owned by said Company, but purchased since the date of
said conveyance, belongs exclusively, to the portion of said rail¬
road extending as aforesaid from its terminus in Portland, to
Rartlett; and what portions of said property are exclusively under
and subject /to the jurisdiction of the State of New Hampshire :
and that an account may be taken by and under the direction of
this Honorable Court of the amount due as interest upon the
bonds of said Company, secured by the said deed of mortgage and
trust dated November 1, a. d. 1870, under which as trustees your
orators bring this their bill; and that said railroad Company may
be decreed to pay to your orators for the benefit of the respective
holders of said bonds and coupons on the same, what shall so be
found due and owing as such interest together with costs of suit,
and reasonable charges of said Trustees, by a day to be appointed
by this Court for that purpose ; and in default of such payment,
that said Portland and Ogdensburg Railroad Company, and all
persons claiming under them, may be absolutely barred and fore¬
closed of and from all right and equity of redemption in and to
said mortgaged premises, lying and being in the State of Maine,
and every part of the same forever; and that your orators may
thereafter be decreed to hold the same as Trustees under said deed
dated November 1, a. d. 1870, exclusively upon the trusts in
said deed expressed and declared, and free and discharged from
any and all trusts, under any and all subsequent trust deeds; and
may be decreed to have possession of the same, and be decreed to
enjoy and exercise whatever franchise to continue, own, maintain,
2
18
and operate the continuation of the line of said railroad beyond
the limits of the State of Maine, into the State of New Hamp¬
shire, as far as said Bartlett, has been granted to said Portland and
Ogdensburg Railroad Company, by the Legislature of the State
of Maine;
And that, whenever, by proper proceedings in the courts
of the State of New Hampshire they shall have obtained
foreclosure of the property situated within the exclusive juris¬
diction of the State of New Hampshire, and by your orators
as aforesaid held in trust under said conveyance of November
1, 1870, then that your orators may be authorized and empowered
to deal with, manage, and control that in the State of Maine,
and that in the State of New Hampshire, under a single man¬
agement, as fully as said Portland and Ogdensburg Railroad
Company might if it had made no default under said trust
mortgage ;
And that, in the meantime, to prevent waste of said property,
and the impairment of the security of said orators and their cestuis
que trustent, and to guard against a diversion of the proper earn¬
ings of the said railroad from its terminus in Portland to Bart¬
lett aforesaid, to other purposes than'payment of operating expenses,
and necessary repairs, and preferred debts, and the excess, if any,
to payment of interest on said first bonds, a board of not less than
three receivers may be appointed by the Court, to take charge of
said railroad, and to cause needful and proper repairs, requisite for
the maintaining and preserving of said property, to be made on the
same, who shall for that purpose, as far as shall be found neces
sary and judicious, be authorized to anticipate the earnings of said
railroad, and procure necessary material and labor on the credit of
future earnings of said road, and who shall be required to keep a
strict account of the earnings and income of each part of said rail¬
road, and of the expense of each part of said railroad, and keep
said accounts so that it may be made to appear to this Honorable
Court, what are the earnings and expenses of the portion of said
19
road within the State of Maine, and what should be charged
against and credited to the several sections of said railroad beyond
the limits of the State of Maine;
And that all needful and proper accounts may be taken, and all
necessary directions given for carrying out and executing the sev¬
eral trusts with which your orators are as aforesaid charged as
Trustees under said conveyance of November 1, a. d. 18T0.
And that your orators may have such other and further relief in
the premises as the nature of their case shall require, and to your
Honors shall seem meet:
May it please your Honors to grant unto your orators the most
gracious writ of subpoena of the State of Maine, to be directed to
_ 0
the said Portland and Ogdensburg Railroad Company, the said
Portland Rolling Mills, and the said Israel Washburn, jr., and
Luke P. Poland, thereby commanding them and every one of them
at a certain day, and under a certain penalty therein to be inserted,
personally to be and appear before your Honors, in this' honorable
court, and then and there to answer all and singular the premises,
and to stand to, perform and abide such order and decree therein
as to your Honors shall seem agreeable to equity and good con¬
science, and your orators shall ever pray.
20
o£/
State of Maine. Cumberland,Vs., Avails 1877.
Personally appear Samuel E. Spring, Weston F. Milliken and
Philip Henry Brown, and severally make oath that they have read
the foregoing bill of complaint by them signed, and know the con¬
tents thereof, and that the same are true, except as to matters
therein stated upon information and belief, and that all such mat¬
ters are true according to their best knowledge, information and
belief. . Before me,
Justice of the Peace.
21
MORTGAGE,
Dated Nov. 1, 1870.
KNOW ALL MEN BY THESE PRESENTS,
That the Portland and Ogdensburg Railroad Company, a cor¬
poration established by the Legislature of the State of Maine, and
authorized and empowered by the Legislature of New Hampshire
to construct and extend its railroad across said State of New
Hampshire, subject to the laws thereof relating to railroads, and
having its principal office for the transaction of business, at Port¬
land, in the County of Cumberland, and State of Maine, for the
purpose of effecting the several trusts and securities hereinafter set
forth, executed and declared, designed to enable and provide for
the more speedy construction and equipment of the railroad of said
company, and in consideration of one dollar paid by the grantees
and trustees hereinafter named, doth hereby give, grant, bargain,
sell and convey to Woodbury Davis, Samuel E. Spring and Wes¬
ton F. Milliken, all of Portland, aforesaid, gentlemen, their sur¬
vivors and successors, as hereinafter designated, all that part of
the railroad of said company, extending and to be extended from
the terminus in Portland, in the State of Maine, to Bartlett, in
the State of New Hampshire, located and to be located within said
limits, called the Portland and Ogdensburg Railroad, including all
the rights of way and lands taken and held, or to be hereafter
taken and held within said limits, in the States of Maine and New
Hampshire, by said company, for the purpose of its road, and all
the franchise of said company to build, maintain and operate said
railroad, from said Portland to said Bartlett, granted or hereafter
to be granted by said States of Maine and New Hampshire, and
all the rails and superstructure of said railroad between said limits
of Portland and Bartlett, together with all cars, engines and other
movable furniture, machinery and equipments of said road, and all
22
other personal property of said company, appertaining to and con¬
nected with the customary use and working of said railroad, and
the machinery thereof.
To have and to hold the premises with all the privileges and
appurtenances thereof, and belonging thereto, to them, the said
grantees, their survivors and successors, as joint tenants and not
as tenants in common, upon the agreements, conditions, and trusts
hereinafter set forth as follows.
Whereas, the stockholders of said Portland and Ogdensburg
Railroad company, on the twenty-first day of October, in the year
of our Lord one thousand eight hundred and seventy, at a meet
ing of said stockholders, duly notified and holden, voted, to author¬
ize the directors of said company to issue bonds of the company to
an amount not exceeding eight hundred thousand dollars, payable
in not exceeding thirty years, with interest semi-annually, at the
rate of six per cent, per annum, principal and interest to be paid in
gold, and to secure the same by a mortgage of the road located
and to be located in Portland in the State of Maine, and thence to
Bartlett in the State of New Hampshire, together with all the real
estate of said company lying in said Portland and thence to Bart¬
lett, with the track and franchise appertaining to so much of said
company's railroad, and with all engines, and rolling stock and
other personal property belonging to said company.
And whereas, the directors of said company, on the same twen¬
ty-first day of October, in the year of the Lord one thousand eight
hundred and seventy, voted to issue the bonds of said company to
the amount of eight hundred thousand dollars, authorized by a vote
of the stockholders, to wit: five hundred bonds for one thousand
dollars each, and six hundred bonds for five hundred dollars each,
the bonds of each of said denominations to be numbered consecu¬
tively, beginning with number one of each series, all dated Novem¬
ber 1st, 1870, and payable on the first day of July, in the year of
the Lord one thousand nine hundred, (1,900) with semi-annual
23
interest coupons annexed, for interest on the first day of January,
and the first day of July in each year, principal and interest paya¬
ble at Boston, in gold, and signed by the President and Treasurer
of said company.
Now if the said company shall well, and truly pay the interest
which shall from time to time accrue and become payable upon
any and all of the bonds of said company, issued under and in ac¬
cordance with said votes, and shall well and truly pay the principal
of the same, at the maturity thereof, then this deed* shall be void,
otherwise shall be and remain in full force.
It is agreed that the said company jnay continue in possession of
and manage the railroad and property aforesaid, so long as it shall
punctually pay the interest and principal aforesaid according to the
tenor of said bonds, and may from time to time renew and replace
any of the personal property hereby conveyed, by other property
of like character and situated in like manner for the purposes of
said railroad according to the charter of said company.
This conveyance is made upon the following further trusts and
agreements, that is to say:
First. Whenever a vacancv shall occur in the number of trus-
1/
tees hereby appointed, or of their successors, by the death, resig¬
nation, permanent disability, or removal from this State of any one
of them, whether before or after his acceptance of the trust hereof,
the surviving and remaining trustees shall immediately take meas¬
ures to prove the fact of such vacancy to the Honorable Nathan
Clifford, or to his successor for the time being, in the office of the
justice of the supreme court of the United States, allotted to the
first judicial circuit, and procure the said justice to nominate and
appoint in writing, some suitable person, an inhabitant of the State
of Maine, to supply such vacancy, and to certify such nomination
and appointment upon the back of this deed, and the said surviving
and remaining trustees shall make such nomination and appoint-'
merit known to the directors of said company without unreasonable
24
delay; and any person so appointed, upon his acceptance of said
trust, shall succeed to and have all the powers of the trustee in
whose place he shall be appointed.
And as often as any new trustee or trustees hereof shall be ap¬
pointed, all the estate, property and interest which shall be for the
time being holden upon the trusts hereof, shall thereupon be so
conveyed, assigned and transferred by the acting trustee or trus¬
tees, as that the same shall vest and be holden jointly by all said
trustees, to and for the same trusts, and upon the same conditions,
and subject to the same powers and provisions as are herein con¬
tained and declared of and concerning the premises, and the trus¬
tees named in this instrument, so far as the same trusts, conditions,
powers and provisions shall then be subsisting and capable of tak¬
ing effect.
Second. Whenever the trustees shall have entered upon and
taken possession of the property hereby conveyed for breach of
condition, or for the purposes of foreclosure, if before any fore¬
closure is consummated, the said company shall have fully satisfied
and performed all the conditions, for breach of which the entry
was made, and paid all the expenses incurred by the trustees under
such entry and possession, or the same shall have been satisfied
and paid out of the income, rents and profits received by said
trustees from working and managing said railroad and other pro¬
perty, the said trustees shall thereupon relinquish to the company
all control of said railroad, franchise and other property, and any
time for which the same shall have been held by said trustees prior
to any such relinquishment, shall not be taken or reckoned as
effecting or leading to a foreclosure of this mortgage.
Third. Whenever the said trustees and their successors shall
be in possession of said railroad and other property, they shall
grant all such reasonable inspection of their accounts, records and
proceedings, as may at any time be required by any committee of
the directors or of the stockholders of said company.
25
And the said trustees shall in no event be personally liable for
each other, but any one of them is to be accountable and liable
only for his own acts, misdoings and neglect.
And the said company hereby covenants and agrees to and with
said trustees that upon the demand of said trustees, or their suc¬
cessors, it will make any other and further assurance and convey¬
ance to said trustees, or their successors, of said railroad and other
property held and used in connection therewith, as the same shall
be from time to time extended, enlarged and completed from its
point of beginning in Portland aforesaid to Bartlett aforesaid, so as
to make the whole of the road within said limits under the charter
of said company, and the franchise pertaining thereto, and the
other property aforesaid subject to and liable for the payment of
the bonds and interest herein before described.
In witness whereof the said Portland and Ogdensburg Railroad
Company has caused these presents to be subscribed by Samuel J.
Anderson, President of said Company, and the seal of said Com¬
pany to be hereunto affixed, and the said Woodbury Davis, Samuel
E. Spring, and Weston F. Milliken, in testimony of their accept¬
ance of the grants and trusts hereby made, created and declared,
have hereunto severally set their hands and seals, this first day of
November, in the year of our Lord one thousand eight hundred
and seventy.
Signed, sealed, and delivered, and duly stamped, on two sheets,
in presence of
Nathan Webb, William L. Putnam.
Portland and Ogdensburg Railroad Company, by
Sam. J. Anderson, President, [seal.]
Countersigned by Aug. E. Stevens, Treasurer.
Woodbury Davis, [seal.]
S. E. Spring, [seal.]
Weston F. Milliken, [seal.]
26
STATE OF MAINE.
Cumberland ss. Nov. 1, 1870.
Personally appeared Samuel J. Anderson, above named, and
acknowledged the foregoing instrument by him signed in behalf of
the Portland and Ogdensburg Railroad Company to be the free
act and deed of said Company. Before me,
Nathan Webb, Justice of the Peace.
C United States I
< Revenue \
( Stamps. )
Cumberland ss. Registry of Deeds.
Received November 1st, 1870, at 5 h., 40 m., p. m., and re¬
corded in book 381, page 262.
Attest, Eben Leach, Register.
Oxford County, Western District. Registry of Deeds.
Received November 21, 1871, at 2 h. p. m., and recorded book
53, page 356. '
Attest, Asa Charles, Register.
State of New Hampshire. Office of Secretary of State.
Received and recorded December 23, 1871, in vol. 1, "Railroad
Records," pages 445 to 450, inclusive.
Attest, John H. Good ale, Secretary of State.
State of New Hampshire.
Carroll County. Registry of Deeds.
Received Dec. 20, 1875, at 5 h. p. m., said day and recorded
according to the original received, book 66, pages 461, 462, 463,
and 464.
Attest, Sanborn B. Carter, Register.
27
MORTGAGE,
Dated November 1,1871.
KNOW ALL MEN BY THESE PRESENTS.
That the Portland and Ogdensburg Railroad Company, a cor¬
poration duly established under the laws of the State of Maine,
and authorized and empowered by the Legislature of the State of
New Hampshire, to construct and extend its railroad across the
State of New Hampshire, subject to the laws of said State, relating
to railroads, and having its principal office for the transaction of
business at Portland, in the County of Cumberland, and State of
Maine, for the purpose of effecting the several trusts and securities
hereinafter set forth, created and declared, intended to enable and
provide, for the more speedy construction, equipment, and opening
of the railroad of said company, and in consideration of one dollar
paid by the grantees, and trustees hereinafter named, doth hereby
give, grant, bargain, sell, and convey to Samuel E. Spring, Weston
F. Milliken, and George F. Emery, all of Portland aforesaid,
gentlemen, their survivors and successors, as hereinafter designat¬
ed, all of the railroad of said Company, located and to be located
in Portland, in the State of Maine, and thence to its termination
at the western boundary line of the State of New Hampshire, with
all the rolling stock, stations, fixtures, and franchises thereof, and
appurtenances thereto belonging, now owned or held, or that may
be hereafter acquired by said Company ; also any and all rights
which may be acquired by lease or contract, in any railroads, form¬
ing part of the through line from Portland to Ogdensburg; with
all lands and tenements Jnow taken and held, or which may be
hereafter taken and held by said company, for the purposes of its
railroad; and all the franchise of said company, to build, maintain,
and operate said railroad, granted or to be hereafter granted by
said States of Maine and New Hampshire, together with all the
cars, engines, and other movable furniture, machinery, and equip¬
ments of said railroad, and all other personal property of said com-
28
pany, appertaining to, and connected with the customary use and
working of said railroad, and machinery thereof.
To have and to hold the premises, with all the privileges and
appurtenances thereof, and belonging thereto, to them the said
grantees, their survivors, and successors, as joint tenants, and not
as tenants in common, upon the agreements, conditions and trusts
hereinafter set forth, as follows:
Whereas, the stockholders of said Portland and Ogdensburg
Railroad Company, on the twenty-third day of October, in the
year of our Lord one thousand eight hundred and seventy-one, at
a meeting of said stockholders duly notified and holden, voted: to
authorize the directors to issue bonds of the company, to an amount
not exceeding thirty-three hundred thousand dollars, payable in
not exceeding thirty years, with interest semi-annually, at the rate
of six per cent per annum, principal and interest payable in gold,
and to secure the same by a mortgage of the road, located and to
be located in Portland, in the State of Maine, and thence to its
termination at the western boundary of the State of New Hamp¬
shire, with all the lands and tenements, rolling stock, station fix¬
tures, and franchises thereof, and appurtenant thereto, now owned
or held, or that may be hereafter acquired, for the use of said
company, together with any and all rights, by lease or contract
which may be hereafter acquired, in any and all railroads, forming
part of a continuous line from Portland to Ogdensburg; a portion
only of said bonds, amounting only in the aggregate to twenty-five
hundred thousand dollars, to be issued to provide for the construc¬
tion, completion and equipment of the whole of said railroad, the
remaining eight hundred thousand dollars to be appropriated to,
and to be used only for, the liquidation and removal of a prior in¬
cumbrance on that portion of said railroad, extending from Port¬
land, Maine, to Bartlett, New Hampshire.
And whereas the directors of said company, on the thirty-first
day of October, in the year of our Lord one thousand eight hun-
tr
29
dred and seventy-one, voted: that the bonds of the company to
the amount of thirty-three hundred thousand dollars, authorized
by vote of the stockholders, at a meeting held the twenty-third
day of October, 1871, be issued as follows: three thousand bonds
of the denomination of one thousand dollars each, numbered re¬
spectively by from one to three thousand.inclusive ; four hundred
bonds of the denomination of five hundred dollars each, numbered
respectively from three thousand and one to three thousand four
hundred inclusive, and one thousand bonds of the denomination of
one hundred dollars each, numbered respectively from three thous¬
and four hundred and one to four thousand four hundred inclusive,
all with semi-annual coupons annexed: and by vote, authorized
the president and treasurer of said company to execute and deliver
a mortgage to secure the same, and nominated and selected Samuel
E. Spring, Weston F. Milliken, and George F. Emery, all of
Portland, to be trustees under such mortgage.
Now if the said company shall well and truly pay the interest,
which shall from time to time accrue, and become payable, upon
any and all of the bonds of said company, issued under and in ac¬
cordance with said votes, and shall well and truly pay the princi¬
pal of the same at the maturity thereof, then this deed shall be
void; otherwise shall be, and remain in full force.
It is agreed that the said company may continue in possession
of, and manage the railroad and property aforesaid, so long as it
shall punctually pay the interest and principal aforesaid, according
to the tenor of said bonds, and may from time to time, renew and
replace any of the personal property hereby conveyed, by other
property of like character, and situated in like manner for the pur¬
poses of said railroad, according to the charter of said company.
This conveyance is made upon the further trusts and conditions
following, that is to say:
First. The said trustees shall certify, and give validity by their
certificate to twenty-five hundred thousand dollars, of said bonds
89
i
in the aggregate, whenever and as fast as the said company may
require; but the remaining eight hundred thousand dollars of said
bonds shall be certified, and given validity, by the certificate of
said trustees, only as the same may be and are applied to the ex¬
tinguishment and payment of bonds of said company, issued
November 1, a. d., 1870, and secured by mortgage of that part
of the railroad of said company, extending from Portland, Maine'
to Bartlett, New Hampshire, dated November 1, a. d., 1870'
and recorded in Cumberland Registry of Deeds, Book 381, page
262.
Second. Whenever a vacancv shall occur in the number of
trustees hereby appointed, or of their successors, by the death,
resignation or permanent disability, or removal from this State of
any one of them, whether before or after his acceptance of the
trust hereof, the surviving and remaining trustees shall immediately
take measures to prove the fact of such vacancy to the Honorable
Justice of the Supreme Court of the United States, who may for
the time being be allotted to the first Judicial circuit, and procure
the said justice to nominate and appoint in writing, some suitable
person, an inhabitant of this State of Maine, to supply such
vacancy, and to certify such nomination and appointment upon the
back of this deed ; and the said surviving and remaining trustees
shall make such nomination and appointment kn^»wn to the directors
of said company without unreasonable delay, and any person so
appointed, upon his acceptance of said trust shall succeed to and
have all the powers of the trustee in whose place he shall be ap¬
pointed. And as often as any new trustee or trustees hereof shall
be appointed, all the estate, property and interest, which shall be
for the time being holden upon the trusts hereof, shall thereupon
be so convey&d, transferred and assigned by the acting trustee or
trustees, as that the same shall rest and be holden jointly by all
said trustees, to and for the same trusts, and upon the same con¬
ditions, and subject to the same powers and provisions as are herein
31
contained and declared, concerning the premises and the trustees
named in this instrument, so far as the same shall then be subsist¬
ing, and capable of taking effect.
Third. Whenever the trustees shall have entered upon and
taken possession of the property hereby conveyed, for breach of
condition, or for the purpose of foreclosure, if, before any fore¬
closure is consummated, the said company shall have fully satisfied
and performed all the conditions for breach of which the entry was
made, and paid all the expenses incurred by the trustees under
such entry and possession, or the same shall have been satisfied
and paid out of the income, rents and profits received by said trus¬
tees, from working and managing said railroad and other property,
the said trustees shall thereupon relinquish to said company all the
control of said railroad franchise and other property, and any time
for which the same shall have been held by said trustees, prior to
any such relinquishment shall not be taken or reckoned as affecting
or leading to a foreclosure of this mortgage.
Fourth. Whenever said trustees and their successors shall be in
possession of said railroad and other property, they shall grant all
such reasonable inspection of their accounts, records and proceed¬
ings as may at any time be required by any committee of the
directors, or the stockholders of said company. And the said trus¬
tees shall in no event be personally liable for each other, but any
one of them is to be accountable and liable onlv for his own acts,
mJ '
(
misdoings and neglect. And the said company hereby covenants
and agrees, to and with said trustees, that upon the demand of said
trustees or their successors, it will make any other and further
assurance and conveyance to said trustees or their successors, of
said railroad and other property held and used in connection there¬
with, as the same shall be from time to time extended, enlarged
and completed, so as to make the whole of said railroad, under the
charter of said company, and the franchise pertaining thereto, and
32
the other property aforesaid subject to, and liable for the payment
of the bonds, and interest hereinbefore described.
In witness whereof, the said Portland and Ogdensburg Railroad
Company has caused these presents to be subscribed by Samuel J.
Anderson, President of said company, and by Horatio N. Jose, its
Treasurer, and the seal of said company to be hereunto affixed, and
the said trustees, in testimony of their acceptance of the grants and
trusts hereby made, created and declared, have hereunto severally
set their hands and seals this first day of November, in the year of
our Lord one thousand eight hundred and seventy-one.
Signed, sealed and delivered in presence of
James S. Goodwin,
Nathan Webb.
Portland and Ogdensburg
Railroad Company, by
Sam. J. Anderson, President, [seal.]
H. N. Jose, Treasurer.
S. E. Spring, ]
W. F. Milliken, > Trustees.
Geo. F. Emery, )
seal,
seal,
seal.
Cumberland, ss. November 1, a. d., 1871.
Personally appeared Samuel J. Anderson, and acknowledged
the foregoing instrument to be the free act and deed of the Port¬
land and Ogdensburg Railroad Company.
Before me, Nathan Webb, Justice of the Peace.
38
STATE OF MAINE.
Cumberland, ss. Registry of Deeds.
Received Nov. 18, 1871, at 2 h. 55 m. p. m., and recorded in
book 389, page 130.
Attest, Eben Leach, Register.
State of Maine. Oxford, ss., Western District,
Registry of Deeds. Received Nov. 21, 1871, at 2 h. p. m.,
and recorded book 53, page 353.
Attest, Asa Charles, Register.
State of New Hampshire. Office of Secretary of State.
Received and recorded Dec. 23, 1871, in vol. 1, "Railroad
Records," pages 451 to 456, inclusive.
Attest, John H. Goodale, Secretary of State.
City of Portland, ss.
Received July 30, 1872, at 12.20 p. m., and recorded in book
17, page 91.
Attest, H. I. Robinson, City Cleric.
State of New Hampshire.
Carroll County. Registry of Deeds.
Received December 24, 1875, at 5 o'clk p. m., recorded book
66, pages 464, 465, 466, and 467.
Attest, Sanborn B. Carter, Register.
State of New Hampshire. Coos County Records.
Received December 21, 1 h. p. m., 1875, recorded vol. 98, page
447.
Examined.
Attest, J. W. Flanders, Register.
34
MORTGAGE,
Dated January 1, 1875.
THIS INDENTURE, made and entered into on the first day
of January, in the year one thousand eight hundred and seventy-
five, by and between the Portland and Ogdensburg Railroad
Company, a corporation duly organized and existing under and by
virtue of the laws of the States of Maine and New Hampshire,
chartered for the purpose of constructing and maintaining a rail¬
way line from Portland, in the State of Maine, through the State
of New Hampshire, to the western bank of the Connecticut River,
party of the first part ; the essex county railroad com¬
pany, a corporation duly chartered, organized, and existing under
and by virtue of the laws of the State of Vermont, party of the
second part ; the MoNTPELIER and St. Johnsbury railroad
Company, a corporation duly chartered, organized, and existing
under and by virtue of the laws of the State of Vermont, party
of the third part; the lamoille valley railroad compa¬
ny, a corporation duly chartered, organized, and existing under
and by virtue of the laws of the State of Vermont, party of the
fourth part; the Lamoille Valley Junction Railroad Com¬
pany, a corporation duly chartered, organized, and existing under
and by virtue of the laws of the State of Vermont, party of the
fifth part, and Israel Washburn, jr., and Philip Henry
Brown, of Portland, in the State of Maine, and Luke P. Po¬
land, of St. Johnsbury, in the State of Vermont, the said Israel
Washburn, jr., and Philip Henry Brown, and the said Luke
P. Poland, together, constituting the party of the sixth part,
witnesses,
That whereas the said parties of the first, second, third, fourth,
and fifth parts have been chartered and organized for the purpose,
in connection with each other, of constructing, maintaining and
operating the respective railroads hereinafter described, which are
intended to connect and run together, forming a continuous through
85
line from tide water at Portland, in the State of Maine, through
the States of Maine, New Hampshire and Vermont, to Lake
Cham plain, in the town of S wanton ; and also, to the southern boun¬
dary line of the Province of Quebec, and in connection with the
railroad of the Montreal, Chambly and Sorel Railroad Company,
hereinafter described, to form a continuous railway line from the
Atlantic Ocean to the navigable waters of the River St. Lawrence,
at or near the city of Montreal; and, in connection with the road
of the Burlington and Lamoille Railroad Company, of Vermont,
forming a like continuous and through line from the Atlantic
O £3
Ocean, at Portland aforesaid, to the eastern shore of Lake Cham-
plain, at Burlington, in the County of Chittenden, in said State of
Vermont; and it has been determined by the said several Railroad
Companies of the said first, second, third, fourth, and fifth parts
above named, that it will be for their mutual interest and advant¬
age to unite in joint bonds to raise money for the purpose of com¬
pleting the construction of said railway lines, and furnishing the
same with locomotives and other rolling stock, station-houses, side¬
tracks, depots, depot-grounds, and all other buildings, materials
and property necessary for the equipment and operation of their
said railroads, and providing for the same proper terminal facili¬
ties ; and to secure the payment of such bonds, and the interest
thereon, by a joint mortgage upon their several and common
properties.
Whereas the said Portland and Ogdensburgh Railroad
Company, party of the first part hereto, at a meeting of the
stockholders thereof, duly and legally notified and holden at
said City of Portland, in the County of Cumberland, in the said
State of Maine, on the sixteenth day of March, eighteen hundred
and seventy-five, did, for the purpose of completing, furnishing and
equipping its railroad as aforesaid, and of forming a continuous line,
to be composed of the respective railroads of the said parties of
the first, second, third, fourth and fifth parts hereto, and as autho-
36
rized by law, vote to authorize the Directors of said Company, on
behalf of said Company, to unite and join with said parties of
the second, third, fourth and fifth parts, in the execution and issue
of joint bonds to the amount of nine million five hundred thousand
dollars, of the character, form, and of the respective denominations
hereinafter specified and set forth, with coupons or interest war¬
rants attached thereto; and did, then and there, by like vote,
authorize its President, Samuel J. Anderson, to sign and execute,
in its behalf, in its name, and under its corporate seal, the said
joint bonds of the said parties of the first, second, third, fourth and
fifth parts; and for the purpose of securing the payment of the
bonds aforesaid, with the interest coupons thereto attached, did,
then and there, vote to authorize said Directors, on behalf of said
Company, and in its name, to join with the parties of the said sec¬
ond, third, fourth and fifth parts in executing this joint mortgage
of the respective railroads, franchises, rolling stock, and all other
property of the parties of the said first, second, third, fourth and
fifth parts, now owned by the said several parties, or as the same
may be at any time hereafter purchased or acquired; and did also,
in like manner, authorize its said President, Samuel J. Anderson,
to sign and execute said mortgage, on its behalf and in its name,
and under its corporate seal, and to acknowledge the same before any
magistrate or other officer authorized to take acknowledgments of
deeds, and cause the same to be recorded as required by law, and
to do and perform all other acts and things necessary to give valid¬
ity to said mortgage.
And whereas the said Essex County Railroad Company,
party of the second part hereto, at a meeting of the stockholders
thereof, duly and legally notified and holden at its office, in the
town of St. Johnsbury, in the County of Caledonia, and State of
Vermont, on the twenty-third day of February, eighteen hundred
and seventy-five, did, for the like purpose of completing, furnish¬
ing and equipping its railroad as aforesaid, and of forming a contin-
37
*
uous line, to be composed of the respective railroads of the parties
of the first, second, third, fourth and fifth parts hereto, and, as
authorized by law, vote to authorize the Directors of said Com¬
pany, on behalf of said Company, and in its name, to unite and
join with the said parties of the first, third, fourth and fifth parts
in the execution and issue of joint bonds to the amount of nine
million five hundred thousand dollars, of the character, form, and
of the respective denominations hereinafter specified and set forth,
with coupons or interest warrants attached thereto; and did, then
and there, by like vote, authorize its President, Horace Fairbanks,
to sign and execute, on its behalf, in its name, and under its cor¬
porate seal, the said joint bonds of the said parties of the said first,
second, third, fourth and fifth parts ; and for the purpose of secur¬
ing the payment of said bonds, with the interest coupons attached,
did, then and there, vote to authorize said Directors, on behalf of
said Company, and in its name, to join with the parties of the
first, third, fourth and fifth parts in executing this joint mortgage
of the respective railroads, franchises, rolling stock, and all other
property of the said parties of the said first, second, third, fourth
and fifth parts, including all the interest, estate and property of
either or all of said parties, in and to the railroad and property of
the Montreal, Chambly and Sorel Railroad Company, under and
bv virtue of the terms of a lease thereof from the said Montreal,
mJ '
Chambly and Sorel Railroad Company to the said parties, or any
and all of them, whether such railroads, franchises, rolling stock,
lease or leases, and other property was then owned by the said
several parties, or any or either of'them, or as the same or any
part thereof might be at any time thereafter purchased, or in any
manner acquired; and did also, in like manner, then and there
authorize its said President, Horace Fairbanks, to sign and execute
said mortgage, on its behalf, in its name, and under its corporate
seal, and acknowledge the same before any magistrate or other
officer authorized to take acknowledgments of deeds, and cause the
same to be recorded as required by law, and to do and perform all
38
other acts or things necessary to give full force, effect and validity
to said mortgage.
And whereas the said Montpelier and St. Johnsbury Rail¬
road Company, party of the third part hereto, at a meeting
of the stockholders thereof, duly and legally notified and holden for
that purpose, at its office, in the Town of St. Johnsbury, in the
County of Caledonia, and State of Vermont, on the twenty-third
day of February, eighteen hundred and seventy-five, did, for the
like purpose of completing, furnishing and equipping that por¬
tion of its railroad between the western terminus of the said Essex
County Railroad, in the Village of St. Johnsbury, and the Village
of West Danville, in the Town of Danville, in the County of Cal¬
edonia aforesaid, and of forming a like continuous line—to be com¬
posed of the respective railroads of the parties of the first, second,
third, fourth and fifth parts hereto, and as authorized by law, vote
to authorize the Directors of said Company, on behalf of said Com¬
pany, and in its name, to unite and join with the said parties of
the first, second, fourth and fifth parts in the execution and issue
of joint bonds to the amount of nine million five hundred thousand
dollars, of the character, form and respective denominations here¬
inafter specified and set forth, with coupons or interest warrants
attached thereto; and did, then and there, by like vote, authorize
its said President, Horace Fairbanks, to sign and execute on its
behalf, in its name, and under its corporate seal, the said joint
bonds of the said parties of the said first, second, third, fourth and
fifth parts; and for the purpose of securing the payment of the
said bonds, with the interest coupons attached, did then and there
vote to authorize said Directors, on behalf of said Company, and
in its name, to join with the said parties of the first, second, fourth
and fifth parts, in executing this joint mortgage of the respective
railroads, franchises, rolling stock, and all other property of the
said several parties of the first, second, third, fourth and fifth parts,
including all the interest, estate and property of either or all of
39
said parties, in and to the railroad, franchise and property of the
Montreal, Chambly and Sorel Railroad Company, under and by
virtue of the terms of the lease thereof from the said Montreal,
Chambly and Sorel Railroad Company to the said parties, or any
or all of them; whether such railroads, franchises, rolling stock,
lease or leases and other property were then owned by the said
several parties, or any or either of them, or as the same or any
part thereof might be at any time thereafter purchased, or in any
manner acquired; and did also, in like manner, authorize its said
President, Horace Fairbanks, to sign and execute said mortgage,
on its behalf, in its name, and under its corporate seal, and acknowl¬
edge the same before any magistrate or other officer, authorized to
take acknowledgments of deeds, and cause the same to be recorded
as required by law, and to do and perform all other acts and things
necessary to give validity to said mortgage.
And whereas the said Lamoille Valley Railroad Company,
party of the forth part hereto, at a meeting of the stockholders
thereof, duly and legally notified and holden for that purpose, at its
office in Hyde Park, in the County of Lamoille, and State of
Vermont, on the twenty-fourth day of February, eighteen hun¬
dred and seventy-five, did for the like purpose of completing and
equipping its railroad, and of forming a continuous line, to be com¬
posed of the respective railroads of the parties of the first, second,
third, fourth and fifth parts hereto, and as authorized by law, vote
to authorize the Directors of said Company, on behalf of said Com¬
pany, and in its name, to unite and join with the said parties of
the first, second, third and fifth parts in the execution and issue of
joint bonds to the said amount of nine million five hundred thou¬
sand dollars, of the character and form and of the respective denomi¬
nations hereinafter set forth, with coupons or interest warrants
attached thereto, and did then and there, by like vote, authorize its
President, Waldo Brigham, on its behalf, in its name, and under its
corporate seal, to sign and execute the said joint bonds of the said
40
parties of the first, second, third, fourth and fifth parts, and for the
purpose of securing said bonds, with the interest coupons attached,
did then and there vote to authorize said Directors, on behalf of
said Company, and in its name, to join with said parties of the first,
second, third and fifth parts in executing this joint mortgage of the
respective railroads, franchises, rolling stock, and all other prop¬
erty of the said several parties of the said first, second, third,
fourth and fifth parts, including all the interest, estate and prop¬
erty of any or all of said parties, in and to the railroad, franchise
and property of the Montreal,-Chambly and Sorel Railroad Com¬
pany, under and by virtue of the terms of the lease thereof of the
said last named Company to the said parties, or any or all of them,
whether such railroads, franchises, rolling stock, lease or leases,
and other property were then owned by the several parties, or
any or either of them, or as the same or any part thereof might be
at any time thereafter purchased, or in any manner acquired; and
did also, in like manner, then and there authorize its said Presi¬
dent, Waldo Brigham, to sign and execute said mortgage in its
behalf, in its name, and under its corporate seal, and acknowledge
the same before any magistrate or other officer authorized to take
acknowledgments of deeds, and cause the same to be recorded as
required by law, and do and perform all other acts and things
necessary to give validity to said mortgage.
And whereas the said Lamoille Valley Junction Railroad
Company, party of the fifth part hereto, at a meeting of the
stockholders thereof, duly and legally notified and holden for that
purpose, at its office in Sheldon, in the County of Franklin, State of
Vermont, on the tenth day of March, eighteen hundred and sev¬
enty-five, did for the like purpose of equipping and completing
its railroad, and of forming a continuous line, to be composed of
the respective railroads of the parties of the first, second, third,
fourth and fifth parts hereto, and as authorized by law, vote to
authorize the Directors of said Company, on behalf of said Com-
9
41
panj, and in its name, to unite and join with the said parties of
the first, second, third and fourth parts in the execution and issue
of joint bonds to the said amount of nine million five hundred
thousand dollars, of the character, form, and of the respective
denominations hereinafter set forth, with coupons or interest
warrants attached thereto, and did then and there, by like vote,
authorize its President, Waldo Brigham, on its behalf, in its name,
and under its corporate seal, to sign and execute the said joint
bonds of the said parties of the said first, second, third, fourth and
and fifth parts, and for the purpose of securing said bonds, with
the interest coupons attached, did then and there vote to authorize
said Directors, on behalf of said Company, and in its name, to join
with the said parties of the first, second, third and fourth parts, in
executing this joint mortgage of the respective railroads, franchises,
rolling stock and all other property of the said parties of the first,
second, third, fourth and fifth parts, including all the interest,
estate and property of any or all of said parties in and to the rail¬
road, franchise and property of the Montreal, Chambly and Sorel
Railroad Company, under and by virtue of the terms of the lease
thereof of the said last-named Company, to the said parties, or any
or either of them, whether such railroads, franchise, rolling stock,
lease or leases, and other property, was then owned by the said
several parties, or any or either of them, or as the same, or any
part thereof, might be at any time thereafter purchased, or in any
manner acquired, and did also in like manner authorize its said
President, Waldo Brigham, to sign and execute said mortgage in
its behalf, in its name, and under its corporate seal, and acknowl¬
edge the same before any magistrate or other officer authorized to
take acknowledgments of deeds, and cause the same to be recorded
as required by law, and do and perform all other acts and things
necessary to give validity to said mortgage.
And whereas the said Montreal, Chambly and Sorel Rail¬
way Company, a corporation established under the authority and
42
by the laws of the Province of Quebec, for the purpose of construct¬
ing and maintaining a line of railway from the southern line of
said Province to the St. Lawrence River, at the Victoria Bridge,
in the Village of St. Lambert, opposite the City of Montreal, hath
heretofore and on the twenty-fourth day of November, one thou¬
sand eight hundred and seventy-four, and on the twelfth day of
March, one thousand eight hundred and seventy-five, executed a
lease of its said railway, its real estate, and appurtenances,
together with all the stations, station-houses, bridges and other
property; to the said parties of the second, third, fourth and fifth
parts, for the term of nine hundred and ninety-nine years, upon
the terms and conditions in said lease set forth; and under the
like authority hath heretofore issued six per cent first mortgage
bonds, payable on the second day of January, one thousand eight
hundred and ninety-four, to the amount in all of nine hundred and
one thousand dollars, and hath also in like manner issued its sec¬
ond mortgage bonds, payable on the first day of July, one thousand
eight hundred and ninety-four, to the amount of four hundred and
twenty-four thousand dollars, all which bonds have been delivered
to the said parties of the second, third, fourth and fifth parts, with
full authority to sell or pledge the same; and for the purpose of
completing the construction and equipment of the said Montreal,
Chambly and Sorel Railroad, and with its consent, the said parties
of the second, third, fourth and fifth parts, have agreed to pledge
the said lease and said first and second mortgage bonds as a furth¬
er security for the payment of said consolidated bonds to the
amount of nine million five hundred thousand dollars, hereinafter
described, and to that end to deliver the said bonds of the Mon¬
treal, Chambly and Sorel Railway Company, to the said parties of
the sixth part, to be held by them in trust to secure the payment
of the bonds hereinafter described.
And Whereas the parties of the first, second, third, fourth
and fifth parts do hereby respectively agree and determine, that
48
the joint bonds to be issued as aforesaid, differing only as to num¬
bers and amounts, according to the classification in said bonds de¬
scribed, be in all other respects, of the following form:
UNITED STATES OF AMERICA.
Joint Consolidated Mortgage Bond.
$1000. No. No. $1000
Principal and Interest payable in Gold.
of the
Portland and Ogdensburg, the Essex County, the Montpelier and
St. Johnsbury, the Lamoille Valley, and the Lamoille Valley
Junction Railroad Companies.
The Portland and Ogdensburg Railroad Company, the Essex
County Railroad Company, the Montpelier and St. Johnsbury
Railroad Company, the Lamoille Valley Railroad Company, and
the Lamoille Valley Junction Railroad Company, for value re¬
ceived, promise to pay to Horace Fairbanks and Samuel J. Ander¬
son or bearer, one thousand dollars in United States gold coin, or
its equivalent in sterling, in the City of New York or London, at
the option of the holder, on the first day of January, 1895, with
interest thereon at the rate of six per centum per annum, from the
first day of January, 1875, payable semi-annually in like gold
coin, or its equivalent in sterling, on the first day of January and
July in each year, in the City of New York or London, at the op¬
tion of the holder, on presentation and surrender of the respective
coupons hereunto annexed.
This bond is one of a series of ten thousand and five hundred
bonds; eight thousand and five hundred of which are for $1,000
each, and numbered, respectively, from 1 to 8,500; and two thou¬
sand of which are for $500 each, and numbered, respectively,
44
from 8,501 to 10,500. Said bonds, amounting in the aggregate to
nine million five hundred thousand dollars, all bearing even date
herewith, authorized by law, and secured by a mortgage, bearing
even date with said bonds, duly executed by said Companies, to
Israel Washburn, jr., and Philip Henry Brown, of Portland, in
the State of Maine, and Luke P. Poland, of St. Johnsbury, in the
State of Vermont, as Trustees, upon the whole of the continuous
line, formed by the several railroads of the said Companies, from
Portland, in the State of Maine, through the States of Maine,
New Hampshire and Vermont, to the southern boundary of the
Province of Quebec, and upon the interest and property of the
said Companies, or any of them, in the Montreal, Chambly and
Sorel Railroad, extending said continuous line to the River St.
Lawrence, opposite the City of Montreal and also forming a like
continuous line from said City of Portland to the Town of Swan-
ton, on Lake Champlain; with all the side tracks, rolling stock,
stations, fixtures and franchises thereof, and appurtenances there¬
to, now owned or held, and all that may be hereafter acquired by
either of said Companies, or for their use. This bond shall not
become obligatory upon the Companies until the certificate en¬
dorsed hereon is signed by the Trustees. In witness whereof, the
said Companies have caused their respective corporate seals to be
hereunto affixed, and these presents to be signed by their respect¬
ive Presidents, this first day of January, in the year one thousand
eight hundred and seventy-five.
Portland and Ogdensburg R. R. Co. Bv
f
[l.s.]
SAMUEL J. ANDERSON, President.
Essex County R. R. Co. By
[l.s.]
HORACE FAIRBANKS, President.
[l.s.]
Montpelier and St. Johnsbury R. R. Co. By
Horace Fairbanks, President.
45
Lamoille Valley R. R. Co. By
[l.s.]
Waldo Brigham, President.
[l.s.]
Lamoille Valley Junction R. R. Co. By
Waldo Brigham, President.
And upon each bond shall be endorsed the following memorandum:
" This bond may be registered in the owner's name, on the
Companies' books, in the City of New York, or at any other place
which the Companies may determine, such registry being noted
011 the bond by the Companies' transfer agent, after which no
transfer shall be valid unless made in the Companies' books, by the
registered owner or his attorney, and similarly noted on the bond;
but the same may be discharged from registry by being transferred
to bearer, after which it shall be transferable by delivery, but it
may be again registered as before.
"The registry of the bond, as above, shall not restrain the
negotiability of the coupons by delivery merely, but the coupons
may be surrendered and the interest made payable only to the
registered owner of the bond."
And on each of the bonds shall be endorsed the following blank
memorandum of registration and transfer:
Registered on the books of the Transferred on the books of the
Companies, coupons Companies, coupons
to to
this day of 18 this day of 18
Transfer Agent.
Transfer Agent.
And also a certificate to be signed by the trustees in the follow¬
ing form:
46
"We hereby certify that the within bond is one of the series of
bonds secured by the mortgage described therein, and delivered to
us as trustees, which has been duly recorded as required by the
laws of the States of Maine, New 'Hampshire, and Vermont.
Israel Washburn, Jr., )
Philip Henry Brown, > Trustees."
Luke P. Poland, )
And to each of said bonds shall be attached forty coupons for
semi-annual interest, numbered from one to forty inclusive, which
coupons, differing in amount and other points of description, to suit
the bonds to which they belong, are in the following form:
Joint Mortgage, Portland and Ogdensburg, Essex County, Montpelier and
St. Johnsbury, Lamoille Yalley, and Lamoille Yalley Junction Railroad Com¬
panies.
COUPON FOR THIRTY DOLLARS.
Interest due in U. S. Gold Coin, payable in the
City of New York or London, on Bond No.
WM. H. ANDERSON, For all the Companies.
Coupon No.
And whereas the said parties hereto, of the said second, third,
and fourth parts, on the first day of May, eighteen hundred and
seventy-one, by their mortgage deed of that date, mortgaged their
respective railroads and other property to Luke P. Poland and
Abraham T. Lowe, Trustees, to secure the bonds of said parties
of the second, third, and fourth parts hereto, to the amount of two
millions three hundred thousand dollars, which said parties have
issued, or reserve the right to issue in full to said amount, and
whereas the said party of the first part hereto, by their mort¬
gage, dated the first day of November, eighteen hundred and
seventy, mortgaged to Woodbury Davis, Samuel E. Spring, and
Weston F. Milliken, Trustees, that part of its railway extending
47
from the terminus at Portland, Maine, to Bartlett, in the State of
New Hampshire, in trust for the security of the payment of its
bonds, to the amount of eight hundred thousand dollars, and cou¬
pons or interest warrants attached, the whole of which said amount
of eight hundred thousand dollars of said bonds has been issued
and is now outstanding; and afterward by its mortgage deed
dated November first, eighteen hundred and seventy-one, mort¬
gaged its railroad and other property to Samuel E. Spring, Weston
F. Milliken, and George F. Emery, Trustees, for the security of
the payment of its other bonds, to the amount of three million
three hundred thousand dollars, of which two million five hundred
thousand dollars only were to be for the general use and purposes
of said party of the first part hereto, in the construction and equip¬
ment of its railroad, and the remaining eight hundred thousand
dollars of the same bonds were by the terms and conditions of said
trust expressly to be reserved and retained, to be substituted for
the same amount of bonds secured by the aforesaid mortgage,
dated November first, eighteen hundred and seventy, to Woodbury
Davis, Samuel E. Spring, and Weston F. Milliken, so that in no
event should the total amount of the bonds outstanding at any
time, and secured by both said mortgages upon the railway and
property of said Portland and Ogdensburg Railroad Company,
exceed three million three hundred thousand dollars, and the said
party of the first part hereto, as a condition of uniting in this joint
mortgage, and of the joint bonds herein provided for and agreed
upon, reserves and retains the right to complete the issue of the
full amount of two million five hundred thousand dollars of its said
last named bonds for the general use and purposes of said party in
the construction and equipment of its railroad, and the additional
eight hundred thousand dollars for exchange or substitution, as
aforesaid, without limitation or restriction of its said right and
7 C5
authority, by reason or on account of this joint mortgage, or of the
issue of any joint or consolidated bonds, as herein provided for, the
said sole bonds of the parties aforesaid, though in any part issued
48
hereafter, to have the same priority and precedence over said joint
or consolidated bonds as if the same had been fully issued before
the date hereof.
It is agreed and determined that in order that the said joint or
consolidated bonds, when fully issued, to the amount of nine mil¬
lion five hundred thousand dollars, may constitute a first mortgage
lien upon all the property of the said parties of the first,
second, third, fourth and fifth parts, such joint bonds to the
amount of five million six hundred thousand dollars, out of said
sum of nine million five hundred thousand dollars, duly executed
by said several companies, be placed in the hands of the said party
of the sixth part hereto, to be held by them in trust, to take up
and extinguish the aforesaid bonds of the said parties of the second,
third, and fourth parts hereto, secured as aforesaid by mortgage to
Luke P. Poland and Abraham T. Lowe ; and the aforesaid bonds
of the said party of the first part hereto, secured by the said mort¬
gages to Woodbury Davis, Samuel E. Spring, and Weston F.
Milliken, and to Samuel E. Spring, Weston F. Milliken and
George F. Emery, whenever and as fast as, and in such sums as
the holders of said prior bonds shall be willing to exchange the
same on equal terms for such joint bonds ; and the said joint bonds
so held in trust by said party of the sixth part hereto, shall not be
certified by said party of the sixth part, except for the purpose of
and as the same are by said party of the sixth part, applied to
taking up and extinguishing said prior securities or in exchange
therefor without discount, which said exchange or substitution said
party of the sixth part, at all times when either of said parties of
the first, second, third, fourth, or fifth parts, notify them of the
opportunity so to do, shall be bound to make.
The residue of said bonds, amounting to three million nine hun¬
dred thousand dollars, to be certified by said trustees whenever,
and as fast as said Companies may require.
And it is also agreed, That at the expiration of five years from
the completion of said Railroad, and its connections, so as to be
49
opened for business between the city of Portland and the St. Law¬
rence river, at or near the city of Montreal, and to the town of
Swanton, on Lake Champlain, the said several Companies will set
apart ten per cent of the net earnings and income of their several
railroads, after deducting the interest on such of said bonds as shall
then be outstanding; and at the expiration of each and every year
thereafter, ten per cent of the aggregate net earnings of said Com¬
panies, to be contributed by each Company, in proportion to the
amount of the said bonds used in the construction and equipment
of its respective railroad, as a sinking fund for the payment of the
principal money of the said bonds; which fund, with the interest
accruing thereon, is hereby pledged to the holders of said bonds,
for the final payment and redemption thereof, and shall be exclu¬
sively applied, from time to time, as may be found most expedient, to
the purchase, payment and redemption of the said bonds, or such
of them as can be so purchased, paid, or redeemed, until the whole
loan shall be fully paid.
Now, THEREFORE, THIS INDENTURE WITNESSETH, that the Said
Portland and Ogdensburg Railroad Company, party of the first part
hereto, in consideration of the premises, and of the acceptance of
the trusts, hereinafter named, by the said parties of the sixth part,
and of the sum of One Dollar to it in hand paid by each of the said
parties of the second, third, fourth, and fifth parts hereto, the receipt
whereof is hereby acknowledged, hath granted, bargained, sold,
aliened, assigned, transferred, conveyed and confirmed, and by
these presents doth grant, bargain, sell, alien, assign, transfer, con¬
vey, and confirm, unto the said parties of the sixth part, and to
their successors, duly appointed for the execution of the trusts
herein set forth, and to their assigns, the following property, as
now constructed, or to be hereafter constructed, purchased, ac¬
quired, held, possessed, and owned by the said Company, to wit:
All the railroads and the railroad line of the said party of the first
part, from its terminus in Portland, in the State of Maine, and
4
50
thence to its termination at the western boundary line of the State
of New Hampshire, with all the side tracks, rolling stock, stations
and station-houses, fixtures and franchises thereof, with all the
other real and personal estate, and rights therein, and appurten¬
ances to all said property belonging, now owned or held, or that
may be hereafter acquired, by said Company; also any and all
rights which have been or may be acquired, by lease or contract, in
any other railroad connecting with or forming part of, the through
line from Portland to Montreal; with all lands and tenements now
taken and held, or which may hereafter be taken and held, by said
Company, for the purposes of its railroad ; and all the franchise
of said Company, to build, maintain and operate said railroad,
granted or to be hereafter granted by said States of Maine and
New Hampshire ; together with all the cars, engines, and other
movable furniture, machinery, and equipments of said railroad,
and all other personal property of said Company appertaining to,
and connected with, the customary use and working of said rail¬
road, and the machinery thereof.
That the said Essex County Railroad Company, party of the
second part hereto, in consideration of the premises, and the ac¬
ceptance of the trusts, hereinafter named, by the said parties of
the sixth part, and of the sum of One Dollar to it in hand paid by
each of the said parties of the first, third, fourth, and fifth parts
hereto, the receipt whereof is hereby acknowledged, hath granted,
bargained, sold, aliened, assigned, transferred, conveyed, and con¬
firmed, and by these presents doth grant, bargain, sell, alien, as¬
sign, transfer, convey, and confirm, unto the said parties, of the
sixth part, and to their successors, duly appointed for the execu¬
tion of the trusts herein set forth, and to their assigns, the foliow-
ing property, as now constructed, or to be hereafter constructed,
purchased, acquired, held, possessed, and owned by the said Com¬
pany, to wit: all the railroads and the railroad line of said party
of the second part, commencing at its junction with the railroad of
51
the Portland and Ogdensburg Railroad Company, at the western
boundary line of the State of New Hampshire, on the eastern
boundary of the State of Vermont, in the town of Lunenburg;
thence to its termination, being its junction with the railroad of said
party of the third part, in St. Johnsbury, Vermont; with all the
side-tracks, rolling stock, stations and station-houses, fixtures and
franchises thereof, with all the other real and personal estate, and
rights therein, and appurtenances, to all the said property belong¬
ing, now owned, or held, or that may be hereafter acquired by said
Company; also any and all rights which have been, or may be ac¬
quired, by lease or contract, in any other railroad connecting with,
or forming a part of, the through line from Portland to Montreal;
with all lands and tenements now taken and held, or which
may be hereafter taken and held by said Company, for the purposes
of its railroad; and all the franchise of said Company, to build,
maintain and operate said railroad, granted, or to be hereafter
granted, by the State of Vermont; together with all the cars,
engines, and other movable furniture, machinery and equipments
of said railroad, and all other personal property of said Company
appertaining to, and connected with, the customary use and work- '
ing of said railroad and the machinery thereof.
That the said Montpelier and St. Johnsbury Railroad Company,
party of the third part hereto, in consideration of the premises, and
of the acceptance of the trusts hereinafter named by the said par¬
ties of the sixth part, and of the sum of One Dollar to it in hand
paid by each of the said parties of the first, second, fourth and fifth
parts hereto, the receipt whereof is hereby acknowledged, hath
granted, bargained, sold, aliened, assigned, transferred, conveyed
and confirmed, and by these presents doth grant, bargain, sell,
alien, assign, transfer, convey and confirm, unto the said parties of
the sixth part, and to their successors, duly appointed for the exe¬
cution of the trusts herein set forth, and to their assigns, the fol¬
lowing property as now constructed, or to be hereafter constructed,
52
purchased, acquired, held, possessed and owned by the said Com¬
pany, to wit: all the railroads and railroad line of said party of the
third part, commencing at its junction with the railroad of said
party of the second part, in the town of St. Johnsbury, thence to
its termination, being the junction thereof with the railroad of the
said party of the fourth part, in the village of West Danville, in
the State of Vermont; with all the side-tracks, rolling stock, sta¬
tions and station-houses, fixtures and franchises thereof, with all
the other real and personal estate and rights therein, and appurte¬
nances to all said property belonging, now owned or held, or that
may be hereafter acquired by said Company; also any and all
rights which have been or may be acquired by lease or contract, in
any other railroad connecting with, or forming a part of, the
through line from Portland to Montreal, with all lands and tene¬
ments now taken and held, or which may be hereafter taken and
held, by said Company for the purpose of its railroad ; and all the
franchise of said Company to build, maintain and operate said rail¬
road, granted or to be hereafter granted, by the said State of Ver¬
mont, together with all the cars, engines, and other movable fur¬
niture, machinery, and equipments of said railroad, and all other
personal property of said Company, appertaining to and connected
with the customary use and working of said railroad and the ma¬
chinery thereof.
That the said Lamoille Valley Railroad Company, party of the
fourth part hereto, in consideration of the premises, and of the ac¬
ceptance of the trusts hereinafter named bv the said parties of the
sixth part, and of the sum of One Dollar to it in hand paid by each
of the said parties of the first, second, third and fifth parts hereto,
the receipt whereof is hereby acknowledged, hath granted, bar¬
gained, sold, aliened, assigned, transferred, conveyed and confirmed,
and by these presents doth grant, bargain, sell, alien, assign, trans¬
fer, convey and confirm unto the said parties of the sixth part, and
to their successors, duly appointed for the execution of the trusts
53
herein set forth, and to their assigns, the following property as now
constructed, or to be hereafter constructed, purchased, acquired,
held, possessed, and owned by the said Company, to wit: all the
railroads and railroad line of said party of the fourth part, lo¬
cated, or to be located, from its junction with the railroad of the
party of the third part, in the village of West Danville, thence
through a portion of the Counties of Caledonia, Washington and
Orleans, the County of Lamoille, and the County of Franklin, in
the State of Vermont, to the eastern shore of Lake Champlain, at
Maquam Bay, in the town of Swanton, with all the side-tracks,
rolling stock, stations and station-houses, fixtures and franchises
thereof, with all the other real and personal estate, and rights
therein and appurtenances to all said property belonging, now
owned or held, or that may be hereafter acquired by said Company ;
also any and all rights which have been or may be acquired, by
lease or contract in any other railroad connecting with, or forming
a part of, the through line from Portland to Montreal, with all
lands and tenements now taken and held, or which may be here¬
after taken and held, by said Company for the purposes of its rail¬
road ; and all the franchise of said Company to build, maintain
and operate said railroad, granted, or hereafter to be granted, by
the said State of Vermont; together with all the cars, engines,
and other movable furniture, machinery and equipments of said
railroad, and all other personal property of said Company apper¬
taining to, and connected with, the customary use and working of
said railroad and the machinery thereof.
That the said Lamoille Valley Junction Railroad Company,
party of the fifth part hereto, in consideration of the premises, and
of the acceptance of the trusts hereinafter named by the said party
of the sixth part, and of the sum of One Dollar to it in hand paid
by each of the said parties of the first, second, third and fourth
parts hereto, the receipt whereof is hereby acknowledged, hath
granted, bargained, sold, aliened, assigned, transferred, conveyed,
54
and confirmed, and by these presents doth grant, bargain, sell,
alien, assign, transfer, convey and confirm, unto the said parties of
the sixth part, and to their successors, duly appointed for the exe¬
cution of the trusts herein set forth, and to their assigns, the fol-
lowing property, as now constructed, or to be hereafter constructed,
purchased, acquired, held, possessed and owned by the said Com¬
pany, to wit: all the railroads and railroad line of said party of
the fifth part, located, or to be located, from its point of connec¬
tion with the railroad of the party of the fourth part, in the town
of Sheldon, or the town of Highgate, in the State of Vermont,
through a portion of the County of Franklin, to its junction with
the railroad of the Montreal, Chambly and Sorel Railroad Com¬
pany, at the boundary line, between the State of Vermont and
the Province of Quebec, with all the side-tracks, rolling stock, sta¬
tions and station-houses, fixtures and franchises thereof, with all
the other real and personal estate and rights therein, and appurte¬
nances to all said property belonging, now owned or held, or that
may be hereafter acquired by said Company; also any and all
rights which have been or may be acquired by lease or contract in
any other railroad connecting with, or forming a part of, the
through line from Portland to Montreal; with all lands and tene¬
ments now taken and held, or which may be hereafter taken and
held, by said Company, for the purposes of its railroad; and
all the franchises of said Company to build, maintain and
operate said railroad, granted, or to be hereafter granted, by the
said State of Vermont; together with all the cars, engines, and
other movable furniture, machinery and equipments of said rail¬
road, and all other personal property of said Company appertaining
to and connected with the customary use and working of said rail¬
road and the machinery thereof.
That the said parties of the second, third, fourth and fifth parts,
in like consideration of the premises and of the acceptance of the
trusts hereinafter mentioned, by the said parties of the sixth part,
55
and of the sum of One Dollar to them paid by the said parties of
the sixth part, the receipt whereof is hereby acknowledged, have
sold, assigned, transferred, conveyed and confirmed unto the said
parties of the sixth part, and by these presents doth hereby sell,
assign, transfer, convey and confirm unto the said parties of the
sixth part, and to their successors duly appointed for the execution
of the trusts herein set forth, and to their assigns, the following
property, to wit: The said lease of all the railroad and railroad
line of the said Montreal, Chambly and Sorel Railway Company,
extending from its connection with the railroad of said party of
the fifth part at the southern boundary line of the Province of
Quebec; thence through a portion of said Province to the Saint
Lawrence River, opposite the City of Montreal, as the same is
now located, or hereafter to be located, including therein the road¬
way and track, together with all the superstructure, and real and
personal property of every description, conveyed by said lease,
and any and all corporate rights and privileges conveyed or leased
hereby, for the full term of said lease, being nine hundred and
ninety-nine years from the 24th day of November, 18T4, together
with the sum of nine hundred and one thousand dollars of first
mortgage bonds ; and the further sum of four hundred and twenty-
four thousand dollars in second mortgage bonds of the said Mon¬
treal, Chambly and Sorel Railway Company, the said bonds to
the amount of seventeen thousand dollars per mile of first and
eight thousand dollars per mile of second mortgage bonds, com¬
prising all the mortgage bonds upon said railroad authorized to be
issued by the laws of the Province of Quebec; said bonds bearing
interest at the rate of six per cent, per annum, payable semi¬
annually in the City of Montreal, and having coupons for such
interest attached to each of said bonds, and the principal of said
bonds being payable twenty years after their respective dates, to
wit: the first mortgage bonds being payable on the second day of
January, 1894, and the second mortgage bonds on the first day
of July, 1894.
56
To Have and to Hold the above granted and described prem¬
ises, property, lease, mortgage bonds, rights and franchises, with
the appurtenances, unto the said parties of the sixth part, and to
their successors duly appointed.
But it is to be understood, and it is hereby expressly agreed and
declared, that this conveyance is made and accepted for the pur¬
poses, and upon the trusts, and subject to the limitations and con¬
ditions following, that is to say:
First.—In trust for, and to secure the payment, unto the lawful
holder or holders thereof ratably, without preference, of the afore¬
said bonds, so to be issued as aforesaid, not to exceed, in any event,
the said sum of nine million five hundred thousand dollars in the
aggregate, or so many of said bonds as shall be issued within said
amount, as well the principal sum thereof, as the interest thereon,
as the same shall be or become due or payable in the manner set
forth in said bonds.
Second.—In trust upon the full performance and termination of
the several trusts hereby specified and declared, to reconvey unto
the said parties of the first, second, third, fourth and fifth parts, all
the property and premises then remaining in their hands and con¬
trol, and held under this conveyance, free and discharged from all
thej trust hereby created.
/
Third.—Upon trust until default shall have been made by the
parties of the first, second, third, fourth and fifth parts, in payment
of the principal or interest of said bonds, or some of them, or until
default shall have been made in respect to something herein agreed
and required to be done by them, to suffer and permit the said
parties of the first, second, third, fourth and fifth parts, to possess,
use, occupy, manage and operate the said railroad property, fran¬
chises and appurtenances, and to renew, replace, and repair the
said property and every part thereof, and take, receive, and use
the tolls, rents, issues, incomes and profits thereof, and apply the
57
same to the payment of the current expenses of the roads, and te
the purchase of necessary machinery and equipment, or dispose of
the same for the lawful uses of the said parties of the first, second,
third, fourth and fifth parts, in any manner not inconsistent with
this indenture. And the boards of directors of said several Com¬
panies may likewise distribute and pay any net annual incomes to
stockholders after providing for the interest on any and all bonds
which said Company may owe, and for the sinking fund herein¬
before provided.
Fourth.—Upon trust that in case the said parties of the first,
second, third, fourth and fifth parts shall fail, neglect, omit, or
refuse to pay the interest upon, or the principal of the said bonds,
or any thereof, as the same shall respectively become due and pay¬
able at maturity, and such failure, neglect, omission, or refusal
shall continue for the period of four months after the payment
thereof shall have been demanded in writing, then the said parties
of the sixth part, or either of them, upon the refusal of the other,
or their successors in said trust, may by themselves, or their attor¬
neys, agents, or servants in their behalf, upon the written request
of the holders of a majority in amount of such bonds then outstand¬
ing in respect whereof there shall have been any such failure, neg¬
lect, omission, or refusal, enter into and upon, and take possession
of all, or, in their or his discretion, any part of the said premises
and property hereinbefore described, and work and operate the
said railroads and receive the income, receipts, and profits thereof;
and out of the same pay—
1st. The expenses of running and operating the same, includ¬
ing therein such reasonable compensations as they or he may allow
to the several persons employed or engaged in running and super¬
intendence of the same, and all taxes, assessments, charges or liens
having priority or preference to the lien of these presents upon the
said premises, or any part thereof, and a reasonable compensation
to the parties of the sixth part, or their successors, or such of them
58
as shall act in the premises, for their or his care, diligence, and
responsibility in the premises, and for the services of such attor¬
neys and counsel as may have been by him or them employed,
and also the expenses of keeping the said roads and appurtenances,
the locomotives and rolling stock thereof in good and sufficient
repair, to prevent deterioration in the value thereof, and all other
reasonable and proper charges and expenses of the care and man¬
agement thereof, and—
2d. Pay as far as the same will suffice, all interest on the said
bonds in the order in which such interest shall become due ratably,
and after paying all interest which shall have become due, and all
installments of the sinking fund, before provided, that may be due,
to apply the said moneys to the payment of the principal of such
of said bonds as may be at that time due and unpaid ratably and
without discrimination or preference; and if after satisfaction
thereof, a surplus shall remain, to pay over such surplus to the
said parties of the first, second, third, fourth and fifth parts, their
successors or assigns, or as any court of competent jurisdiction shall
order and direct.
Fifth. Upon trust that in case the said parties of the first, sec¬
ond, third, fourth and fifth parts, shall neglect, refuse, fail or omit
to pay the principal or interest of any of said bonds as the same
shall respectively become due and payable, and such neglect, fail¬
ure, omission, or refusal shall continue for the period of four
months after payment of the same shall have been demanded in
writing, then the said parties of the sixth part, or their successors in
said trust, may by themselves or their attorneys, agents, or ser¬
vants in that behalf, upon the written request of the holders of one
million dollars in amount of such bonds then outstanding in respect
whereof there shall have been any such neglect, refusal, failure, or
omission, enter into and upon all and singular the property and
premises hereby granted, bargained, sold and conveyed to them or
intended so to be, and all such as shall or may be hereafter granted
59
and conveyed to them upon the like trusts and for the like pur¬
poses, and hold the same for the sole use and benefit of the holders
of the above bonds in such manner and form as may be directed
by the order or decree of any court of competent jurisdiction.
But in case no proceedings are taken under this clause, then—
Sixth.—Upon trust, that in case the said parties of the first
second, third, fourth and fifth parts shall neglect, refuse, fail or
omit to pay the principal or interest of any of said bonds as the
same shall respectively become due and payable, and such neglect,
refusal, failure or omission shall continue for the period of eighteen
months after the payment of the same shall have been demanded
in writing, then the said parties of the sixth part, or their succes¬
sors in said trust, may, by themselves, or their attorneys, agents or
servants in that behalf, upon the written request of the holders of
a majority in amount of such bonds then outstanding, in respect
whereof there shall have been any such neglect, refusal, failure,
or omission, enter into and upon all and singular the property and
premises hereby granted, bargained, sold and conveyed to them,
or intended so to be, and all such as shall or may be hereafter
granted and conveyed to them, upon the like trusts and for the
like purposes, and to sell and dispose thereof, together with the
franchises of the said parties of the first, second, third, fourth and
fifth parts, and all their corporate rights, by public auction, at
such time and place as the parties of the sixth part or their suc¬
cessors, shall determine and designate, having first given notice of
the time and place of such sale, by advertisement, published not
less than once a week, for eight weeks successively, in at least one
newspaper published in the City of New York, and at least one
newspaper in each of the Counties in the States of Maine, New
Hampshire and Vermont, into or through which the said railroads
or either of them run, in which any newspaper shall be published,
and to adjourn the said sale from time to time, in their discretion ;
and, if so adjourned, to make the sale without further notice, at
60
the time and place to which the same may be so adjourned, and in
their own names, or in the names and as the attorneys of the said
parties of the first, second, third, fourth and fifth parts, for that
purpose, by these presents, duly, irrevocably and legally authoriz¬
ed, constituted and appointed to make and deliver to the purchas¬
ers thereof a good, sufficient and indefeasible title, and to make,
execute, acknowledge and deliver to the purchaser or purchasers
of the said premises good and sufficient deed or deeds, in fee sim¬
ple, assignments, or other transfers in the law, for the same; which
sale, made as aforesaid, shall be a perpetual bar, both in law and
equity, against the said parties of the first, second, third, fourth
and fifth parts, their successors and assigns, and all other persons
claiming or to claim the said premises, or any part or parcel there¬
of, by, from, through or under the said parties of the first, second,
third, fourth and fifth parts, or either of them, their successors or
assigns; and after deducting from the proceeds of such sale just
allowances for all expenses thereof, including attorney and counsel
fees, and all other expenses, advances or liabilities which may have
been made or incurred by the said parties of sixth part, and their
successors in said trust, in respect to the said lands or property, or
any part or parcel thereof, or in operating or maintaining the said
railroad or any part thereof, or in managing the business thereof,
while in their or his possession, and in preparing for and complet¬
ing the sale aforesaid, or in the performance of any of the trusts
herein contained, and all payments which may have been made bv
them for taxes or assessments, and for charges or liens prior to the
lien of these presents on said premises, or any part thereof,
together with a reasonable compensation for their own services in
the execution of this trust, to apply the remaining proceeds of said
sale to the payment of the interest which shall at that time have
accrued on said bonds secured by these presents, or so many of
them as shall have been issued by said parties of the first, second,
third, fourth and fifth parts, and be then outstanding, pro rata,
until all such interest be paid, and afterwards to apply the
61
%
remainder to the payment of the principal of said bonds, pro rata,.
until such principal shall be paid; and if, after payment of said
principal and interest, in full, there shall remain any surplus, to
pay over such surplus to the said parties of the first, second, third,
fourth and fifth parts, their successors or assigns, or to such person
or persons as may be ordered or directed by any Court of com¬
petent jurisdiction.
Seventh.—Upon the special trust in respect to the said sinking
fund herein before provided, that if the said parties of the first,
second, third, fourth and fifth parts shall neglect or refuse to set
apart and appropriate ten per cent of said aggregate net earnings
as a sinking fund, as herein before provided, and such neglect or
refusal shall continue for the space of eighteen months, then the
said parties of the sixth part may proceed to sell said property, in
all respects, in the same manner as is provided upon the neglect,
refusal or omission to pay said bonds, as provided in the sixth trust
herein.
Eighth.—Upon the special trust in respect of the said lease of
the Montreal, Chambly and Sorel Railroad Company, and of its
said first and second mortgage bonds, which with said lease have
been transferred and assigned to the said parties of the sixth part,
as herein before set forth, that until default shall have been made
by the parties of the said first, second, third, fourth and fifth parts,
in payment of the principal or interest of said bonds secured by
this mortgage, or until default shall have been made in respect of
something herein agreed or required to be done by them, the said
parties of the sixth part shall hold and retain in their possession
said lease and bonds as such security, and shall have 110 power or
authority to dispose of or part with the possession of the same ;
x,
but in case of such default by the said parties of the first, second,
third, fourth and fifth parts, either in respect to the payment of
the principal or interest of the bonds secured hereby, or in respect
of something herein agreed or required to be done, then, and in
that case, the said parties of the sixth part shall have the right to,
and are hereby fully authorized and empowered to, enter into and
take possession of the said railroad and other property of the said
Montreal, Chambly and Sorel Railroad Company, and of all the
property covered by the said lease, and the same to possess, use,
occupy, manage and operate in the same manner and to the same
extent as the said lessees, themselves, have the right to do by the
terms of said lease ; and upon such default the said parties of the
sixth part shall become subrogated to and shall have, hold and en¬
joy all the rights and privileges conferred by said lease upon the
said lessees as fully and completely as if the said lease had origi¬
nally been executed to the said parties of the sixth part. And in
case of any such default, the said parties of the sixth part are here¬
by further authorized and empowered either to sell and dispose of
the said first and second mortgage bonds of the said Montreal,
Chambly and Sorel Railroad Company, and appropriate the pro¬
ceeds thereof to the uses and purposes of the trust hereby created;
or in case of any breach by the said Montreal, Chambly and Sorel
Railroad Company of any of the conditions of said mortgage bonds,
to foreclose the same, and the rights of said Railroad Company, in
and to all the property upon which said mortgage bonds are se¬
cured, and by any proper legal process, to extinguish any or all
right and equity of redemption in and to said mortgaged prop¬
erty, and shall thereafter have and hold such mortgaged property
in the same manner, and upon the same trust, and for the same
purposes as the said parties of the sixth part hold, or may hereaf¬
ter hold the railway and other property hereby conveyed of the
said parties of the first, second, third, fourth and fifth parts.
And the parties of the first, second, third, fourth and fifth parts
do hereby declare and agree that the receipt of the parties of the
sixth part, or their successors in said trust, making the sale afore¬
said, shall be a full and sufficient discharge to the purchaser or
purchasers of the premises to be so sold as aforesaid; and that said
63
purchasers, having paid said purchase money, shall not be liable to
see to the application thereof to or upon the trusts herein con¬
tained, or be answerable for any loss or misapplication of such pur¬
chase money, or any part thereof, or be obliged to inquire into the
necessity, propriety, or authority of or for any such sale.
At any sale of the aforesaid property, or any part thereof,
whether made under and by virtue of the power hereby granted,
or by judicial authority, such sale may be either for cash or on
such time, or upon such terms, as the parties of the sixth part, or
their successors in said trust shall deem best for the interests of all
parties, but the bonds issued by the parties of the first, second,
third, fourth and fifth parts, and hereby secured, shall be ratably
received as cash, in payment from any purchaser or purchasers by
the said parties of the sixth part, or their successors, at the option
of the holders thereof.
And the said parties of the first, second, third, fourth and fifth
parts, hereby covenant and agree to and with the said parties of
the sixth part, and their successors in said trust, that they will pay
all ordinary and extraordinary taxes, assessments, and other public
burdens and charges, which shall or may be imposed upon the
property herein described and hereby mortgaged, and every part
thereof, and the said parties of the sixth part, or their successors in
said trust, or any one or more of the holders of said bonds, may, in
case of the default of the parties of the first, second, third, fourth
and fifth parts in this behalf, pay and discharge the same and any
other lien or encumbrance upon said property, which may in any
way, either in law or equity, be or become, in effect, a charge or
lein thereon prior to these presents, or to which this mortgage is or
may be subject and subordinate, and for all payments thus made,
the parties so making the same shall be allowed interest thereon at
the rate of six per cent per annum ; and such payments, with the
interest thereon, shall be and are hereby secured to them by these
presents, and the same shall be payable by said parties of the first,
second, third, fourth and fifth parts, to said parties of the sixth
64
part, in trust for the party or parties paying the same upon de¬
mand, and may be paid like any other expenses in the manner
hereinbefore provided.
And the said parties of the sixth part shall also, in their discre¬
tion, have full power to convey or release, upon the written request
of the said parties of the first, second, third, fourth and fifth parts,
any lands acquired or held for the purposes of stations, shops, or
other buildings, and shall also have power to convey or release, as
aforesaid, any lands or property which shall not be necessarv for
use in connection with said railroads, or which may have been held
for a supply of fuel, gravel, or other materials, and also to convey
or release, as aforesaid, on like request, any lands not occupied by
the track, which may become disused by a change of the location
of the track, or any station-house, depot, or other adjacent build¬
ing connected with said railroads or any part thereof, and such
lands not occupied by the track, and adjacent to such station-
house, depot, shop, or other building, as the said parties of the
first, second, third, fourth and fifth parts, or either of them, may
deem expedient to disuse or abandon, by reason of such change,
and to consent to any such change, and to such other changes in
the location of the track or depot, or other building, as in their
judgment have become expedient, and to make and deliver the
instruments or conveyances necessary or proper to carry the same
into effect, but any lands which may be acquired for permanent
use in substitution for those so released, shall be conveyed to the
said trustees upon the trusts of these presents ; and the said par¬
ties of the first, second, third, fourth and fifth parts, and each of
them shall have full power, from time to time, to dispose of,
according to their discretion, such portions of the equipment, ma¬
chinery and implements at any time held or acquired for the use
of the respective railroads, as may become unfit for use, or for
any reason desirable to be changed, replacing the same by others,
which shall be subject to the lien and operations of these presents.
And whenever, and as often as the said parties of the first, second,
65
third, fourth and fifth parts, their successors or assigns, or either
of them, shall acquire any lands, equipment, or other property or
thing, of whatever name or nature, for use in connection with the
said railroads, between the points aforesaid, or any part thereof,
they shall and will acquire, possess, and hold the same and every
part and parcel thereof, upon and subject to the trusts of this in¬
denture, until conveyance thereof shall be duly made and delivered
to the said parties of the sixth part, or their successors in said trust,
pursuant to the next mentioned covenant.
And the said parties of the first, second, third, fourth and fifth
parts, for themselves, their successors and assigns, for the consid¬
eration aforesaid, further covenant and agree to and with the said
parties of the sixth part, their successors and assigns, that they
will, from time to time, and at all times hereafter, and as often as
thereunto reasonably requested by the trustees under this inden¬
ture, execute, acknowledge, and deliver all such further deeds,*
conveyances and assurances in the law for the better assuring unto
the said parties of the sixth part, and their successors in said trusts,
upon the trusts herein expressed, the said railroads between the
points aforesaid, together with all the appurtenances, franchises and
property hereinbefore mentioned, and appertaining thereto, and to
which the said companies are, or may hereafter, for any reason
become entitled, or which they, their successors or assigns may in
any manner acquire for use between the points aforesaid, as by the
said trustees or their ^counsel, learned in the law, shall be reasona¬
bly advised or required.
It is mutually understood and agreed that either of the said
Companies, parties of the first, second, third, fourth and fifth parts,
may consolidate 'its management with each other, or with any other
connecting roads, built or to be built, between Portland, in the
State of Maine, and the City of Montreal, in the Province of
Quebec, by majority vote of their respective stockholders, on such
terms, and subject to such restrictions as shall be mutually agreed
upon by the roads so consolidating, and in any manner authorized
5
66
by law, but such consolidation shall be subject to, and shall not im¬
pair the rights of the parties of the sixth part or of the bondholders
under this mortgage.
If the parties of the sixth part are requested by a majority of
the bondholders, to exercise the power of entry, or the power of
sale, hereby granted in case of default as above specified, they
shall be indemnified by the bondholders against cost and expenses;
and upon the payment by the parties of the first, second, third, fourth
and fifth parts of the interest in arrear, or other compliance with
the provisions herein contained, and the payment of the expenses
incurred prior to any actual sale, the parties of the sixth part shall
waive such default, and surrender their possession, but no action
of the parties of the sixth part, or of the bondholders, in waiving
such default or otherwise, shall extend to, or be deemed to affect
any subsequent default, or impair the rights resulting therefrom.
And it is hereby mutually covenanted, agreed and declared,
that in case either of the parties hereto of the sixth part shall die,
or shall from any cause become incapacitated from discharging the
duties of his trust, or shall resign the same, by an instrument
under his hand and seal, duly acknowledged or proved as a con¬
veyance, so as to entitle the same to be recorded and delivered to
the parties of the first, second, third, fourth aud fifth parts, or to
the remaining trustee, then the remaining or surviving trustee
shall select, and by a like instrument, duly. acknowledged or
proved, nominate a suitable person as a new trustee, and if the
said parties of the first, second, third, fourth and fifth parts ap¬
prove such nomination, they shall by resolution appoint the person
so nominated as such new trustee in place of the trustee so dying,
becoming incompetent, or resigning; and in case of failure to
nominate or to approve of a nomination, any court of competent
jurisdiction may appoint such new trustee, and so in case of death,
incapacity or resignation of any new or substituted trustee, his
place shall be filled in like manner, and all the estate, property,
rights and interests herein of the said trustee so dying, becoming
67
incompetent or resigning, shall, on the appointment being per¬
fected, immediately and by force of this instrument, vest in said
new trustee, as fully and completely in all respects as if he had
been herein named as one of the said parties of the sixth part;
and whenever a vacancy shall exist, the surviving or continuing
trustee shall, during such vacancy, be competent to exercise all the
powers by these presents granted to, or conferred upon, the parties
of the sixth part; and it is also mutually covenanted and agreed,
that the said parties of the sixth part shall be entitled to just and
reasonable compensation for all services which they may hereafter
render in their trust, to be paid by said companies, or out of their
income or property, and for that purpose may at any time apply to
any court of competent jurisdiction, without notice to any person,
except the said parties of the first, second, third, fourth and fifth
parts, their successors or assigns.
And the said parties of the first, second, third, fourth and fifth
parts hereto, hereby mutually covenant, promise and agree, to and
with each other, their successors and assigns, that, as between
themselves, the money arising from the sale of said bonds shall be
expended in the construction and equipment of said line of rail¬
road upon the joint order of the parties of the first, second, third,
fourth and fifth parts, and that they will each pay the proportion
of the said bonds which shall be used in aid of the construction
and equipment of their respective roads, together with the interest
thereon, as it shall from time to time become payable ; and in case
of the default of either or any of said parties of the first, second,
third, fourth and fifth parts, in the payment of its or their propor¬
tion of the principal or interest of said bonds, as the case may be,
or in the payment of its or their proportional contribution to the
sinking fund herein before provided, it shall and may be lawful for
the others or other of said parties to pay the same, and the party
or parties so paying the said principal or interest of said bonds
shall be subrogated to all of the rights of the holders of said
bonds, and be at liberty to enforce the same against the defaulting
68
party or parties, or, at their option, compel contribution by suit at
law or in equity, or, upon application by the party or parties so
paying the principal or interest or the contribution to the sinking
fund belonging to such defaulting party or parties to pay, the said
parties of the sixth part, and their successors, shall be at liberty,
and they are hereby empowered to enforce the trusts above pro¬
vided against the railroad, property and equipments of said default¬
ing party or parties, for the benefit of the party or parties so
paying the same, in the same manner and by the same means as
are above provided against the property of said parties of the first,
second, third, fourth and fifth parts, in case of their default; and for
that purpose, and in consideration of the sum of One Dollar by each
of the said parties to the other in hand paid, the receipt whereof
is hereby acknowledged, the said parties of the first, second, third,
fourth and fifth parts do hereby mutually covenant and agree, to
and with each other, that the said parties of the sixth part, and
their successors in said trust, shall be deemed, both in law and in
equity, to be vested with the title of their respective roads, prop¬
erty and equipments, in severalty, and to hold the same upon the
trusts and provisions above declared, as fully, to all intents and
purposes, as if the said trusts and provisions were here repeated
and again declared.
And the parties of the sixth part hereto do hereby accept the
trusts created and declared by this Indenture, and covenant and
agree to discharge the same, pursuant to the provisions in that
behalf herein contained; and that they will, whenever thereto re¬
quested by the joint action of the said parties of the first, second,
third, fourth and fifth parts hereto, certify and deliver to the said
parties of the first, second, third, fourth and fifth parts, or to such
of them as in their joint request shall be designated, bonds herein
secured, of the denominations requested, and to the amounts speci¬
fied in eaeh request, until the full amount of three million nine
hundred thousand dollars of said bonds shall have been certified
69
and issued, exclusive of the amount certified and substituted or
exchanged for the prior bonds of either or any of said parties as
herein before agreed and provided: provided, however, and it is
hereby declared and agreed, that neither of the parties of the sixth
part, or their successors, shall be holden, bound, or liable for the
acts, doings, receipts, neglects, omissions, or malfeasances of the
other, or of any agent or depositary, when such agent or depositary
shall have been selected with reasonable discretion, but only for
his own acts, doings, and receipts, and neither of them shall be
liable for any loss happening in the premises, unless the same
happen or arise by or through his own willful neglect or fraud.
In Witness Whereof, the said Portland and Ogdensburg
Railroad Company, Essex County Railroad Company, Mont-
pelier and St. JoHNSBURY railroad company, lamoille VaL-
ley Railroad Company, and Lamoille Valley Junction Rail¬
road Company, parties of the first, second, third, fourth
and fifth parts hereto, have caused their respective corporate
seals to be hereunto affixed, and these presents to be signed by
their respective Presidents, duly authorized, as appears by the votes
of the said several corporations herein above recited, and the said
parties of the sixth part have hereunto set their hands and seals,
the day and year first above written.
Portland and Ogdensburgh Railroad Company. By
SAMUEL J. ANDERSON,
[l. s.] President.
Signed, sealed, and delivered
in the presence of
William L. Putnam,
John W. Dana.
70
State of Maine, )
Cumberland County, ) SS'
Personally appeared Samuel J. Anderson, President of the
Portland and Ogdensburgh Railroad Company of Maine, and
acknowledged the foregoing instrument to be the free act and deed
of the said Portland and Ogdensburgh Railroad Company, this
twenty-first day of December, 1875.
Before me,
WILLIAM L. PUTNAM,
Justice of the Peace for said County.
Essex County Railroad Company. By
HORACE FAIRBANKS,
President.
[l. s.]
In presence of
Jonathan Ross,
C. H. Stevens.
Montpelier and St. Johnsbury Railroad Company. By
HORACE FAIRBANKS,
President.
[l. s.]
In presence of
Jonathan Ross,
C. H. Stevens.
71
Lamoille Valley Railroad Company. Bj
WALDO BRIGHAM,
%
President.
[l. s.]
In presence of
Jonathan Ross,
C. H. Stevens.
Lamoille Valley Junction Railroad Company. By
WALDO BRIGHAM,
President.
[l. s.]
In presence of
Jonathan Ross,
C. H. Stevens.
\
State of Vermont, 1
Caledonia County, ) SS'
Personally appeared Horace Fairbanks, President of the Es¬
sex County and the Montpelier and St. Johnsbury Railroad Com¬
panies of Vermont, and acknowledged the foregoing instrument to
be the free act and deed of said Companies, respectively, this twen¬
ty-second day of December, 1875. Also, personally appeared
Waldo Brigham, President of the Lamoille Valley and the La¬
moille Valley Junction Railroad Companies of Vermont, and ac-
72
knowledged the foregoing instrument to be the free act and deed
of said last named Companies, respectively, this twenty-second
day of December, 1876.
Before me,
JONATHAN ROSS,
Master in Chancery.
ISRAEL WASHBURN, Jr., [l. s.]
LUKE P. POLAND, [l. s.]
PHILIP HENRY BROWN, [l. s.]
Trustees.
Witnesses.
William L. Putnam to I. W., Jr., and P. H. B.
Wilbur P. Davis, ) + t p p
Geo. C. Ellsworth \ 0
December 21st, 1875.
State of Maine, 7
Cumberland County, ) SS'
Personally appeared Israel Washburn, Jr., and Philip Hen¬
ry Brown, Trustees, and acknowledged, separately, the foregoing
to be their free act and deed.
Before me,
WILLIAM L. PUTNAM,
Justice of the Peace for the County.
r»0
< O
December 23 d, 1375.
At St. Albans in said County.
a.
State of Vermont, )
Caledonia County, \ **'
Personally appeared Luke P. Poland, Trustee, and acknowl¬
edged the foreffoinff to be his tree act and deed.
Before me,
WILBUR P. DAVIS,
County Clerk.
Franklin County, Clerk's Office.
Received for record and recorded this 23d day of December,
A. D. 1875, in County Records of Deeds, Vol. 7.
WILBUR P. DAVIS,
*
[l.s.] Clerk.
Washington County, Clerk's Office.
Received for record and recorded in Records of Lands and Cor¬
porations, Vol. 2, this 23d day of December, A. D. 1875.
Attest: MELVILLE E. SMILIE,
[l.s.] Dep. County Clefrk.
State of Vermont.
Lamoille County, Clerk's Office.
Received for record and recorded in Vol. 1 of Railroad Records
this 23d day of December, A. D. 1875, at 10 1-2 o'clock P. M.
Attest: W. H. H. KENFIELD,
[l.s.] Clerk of Lamoille County.
74
Essex County, Clerk s Office, December 24th, 1875.
Received for record and recorded in vol. 13, of Land Records.
Attest: CHARLES E. BENTON,
[r- s*] County Clerk.
Orleans County, - Clerk's Office.
Received for record and recorded this 25th day of December, a.
d., 1875, in volume 7, of Records of Lands and Corporations.
I. V. CUSHMAN,
[l. s.] Clerk of Orleans County.
Caledonia County, Clerk's Office.
/
Received for record and recorded in records of Lands and Cor¬
porations, vol. 1st, page 218, this 27th day of December, a. d.,
1875.
Attest: A. E. RANKIN,
[l. s.] • Clerk.
Coos County Records.
Received December 24th, 2 h. p. m., 1875, recorded in volume
98, page 452. Examined.
Attest: JOSEPH W. FLANDERS,
Register.
rr -
i')
State of New Hampshire.
Secretary's Office. Concord, December 27, 1875.
Received this day at 8.15 p. m., recorded in vol. 2, Railway
Records, page lib, and following.
Attest: A. B. THOMPSON,
[e. s.] Deputy Secretary of State.
State of Maine.
Cumberland ss. Registry of Deeds.
Received December 29th, 1875, at 11 h. 85 m., a. m., and re¬
corded in book 128, pages 60, and following.
Attest: HENRY C. HOUSTON,
jRegister.
Oxford, ss. Western District, Registry of Deeds.
Received January lt.li, a.«d. 1876, at 9 o'clock p. m., and re¬
corded in Book 61, pages 211, and following.
Attest: SEYMOUR C. HOBBS,
Register.
State of New Hampshire.
Carroll County. Registry of Deeds.
Received January 28th, 1876, at 1 h. p. m., recorded in Book
66, pages 561 and following.
Attest: SANBORN B. CARTER,
Register.
State at Maine.
To the Sheriffs of our Counties and their Deputies.
c|tf ^ommaitb |W to $ttmmon Aclj ^CT~Jjfpl d. Ai <JL
ffq doryn ^. Jf Cluf Aujlfa...
y&Oyjju/^ aJLc IC..IUA/T) CJH. (lop C(Cc CtJJcc. o'do-rcjt/ ? Cp A Cjy/VH. py
doxf C(yu<p ...(/h..\. clu. cp..A &&*.. c?.o^'.f..
CCuU $ uiL $ : fff Cr>>7zt<nt/
fy' iTrrmsp-fkrwrrbffrrf-
to appear before our Supreme Judicial
Court, a/ Portland,
within andJlor our County of Cumberland, on the @J Cx- 'h.iX —
day of v' QJuKsfs), n,exA to answer to
WCVmAjd. A, rCt/lli'Ji ^JCK Qje-.Jl.
QAjL /i /M Z'hby JjTsrvjt. Qjul
of $0>O" CU^p in the County of QUdvp-uj? <Xc, f
in a Bill in Equity; and, to enter Ct.cc < -> appearance thereto by
hrvuj or CCcec-,' Attorney
tljmof Jlrail llot, and make due return thereof, and of your proceed¬
ings at the time and place aforesaid.
I Yitn es&JOHN APPLETON, Justice of said Court, the CpC~>
day of Cir^A. C.C^Cr.. in the year of our Lord 187p
Clerk.
4 J SUPREME @@WRf,
v
In Vacation, 78. 187^
Ordered, that the Respondents.
be notified to appear at the Judges Chamber,
in Portland, in the County of Cumberland, on the "V. c '/.
day of (Jtc A. D. 187V, at /Q o'clock, .. M., by serving on them
.an attested copy of the within bill
& C ! davs at least orior to the
and of this Order thereon, KXynAXr. days at least prior to the.
day of aforesaid, that Chech may then and there appear and
; _ ^ Q~t <U<nrori V -km. oj/i oxnj^cl
show cause, if any ~Vhjjj have, why a-widt-of injunction should not( issue as prayed for.
'' W °2l Justice S. J. Court.