New York, Ontario and Western
COMF^dSTY,
TO
The Mercantile Trust Company,
TRUSTEE.
FIRST MORTGAGE. $4,000,000.
Dated Septerriher 1st,
NEW YORK:
JOHN C. RANKIN, JR., STATIONER AND PRINTER,
34 Cortlandt Street.
1884.
New York, Ontario and Western Railway Co.
FIRST MORTGAGE—$4,000,000.
Tpiis Indentüre, made this first day of September,
in the year of our Lord one thousand eight hundred
and eighty-four, between the New York, Ontario
and Western Railway Company, a corporation created
under and in pursuance of the laws of the State of New
York, hereinafter called the Railway Company, party of
the first jmrt, and The Mercantile Trust Company,
a corporation created under and in pursuance of the laws
of the State of New York, Trustee, as hereinafter men¬
tioned, hereinafter called the Trustee, party of the second
l^art.
Whereas^ the Railway Company is the owner of a rail¬
road, the main line of which extends from the City of Os¬
wego, in the County of Oswego, in the State of New York,
to the Village of Middletown in Orange County, in said State,
and is also the owner of certain branch railroads connecting
with said main line, and known as the New Berlin branch,
the Delhi branch and the Ellenville branch ; and is also the
owner of certain leasehold interests in so much of the rail¬
road of the New York, West Shore & Buffalo Railway Com¬
pany as extends from the Village of Middletown aforesaid
to Cornwall on the Hudson River, in said County of Orange,
and thence through the State of New York and the State of
New Jersey to Weehawken on the Hudson River, opposite
the city of New York, and also holds as owner and lessee
other property and franchises, including terminal property
2
and rights at Weehawken aforesaid, and in the cities of New
York and Brooklyn ; and
Whereas^ the Railway Company deems it necessary to
borrow money for the purposes of completing, finishing,
equipping and operating its railroads and leased lines
and other property, and to issue and dispose of its bonds
therefor, and to mortgage its corporate property and fran¬
chises to secure the payment of said bonds, and of the debts
contracted by it for the purposes aforesaid and for other
purposes ; and
Whereas^ to that end the Board of Directors of the Rail¬
way Company has authorized the issue of a series of coupon
bonds, to an amount not exceeding in the aggregate four
millions of dollars, payable thirty years from their date,
bearing interest at the rate of six per cent, per annum, each
bond to be for one thousand dollars, and sealed with the
corporate seal of said Railway Company, signed by its
President and Secretary, and duly authenticated b}^ the
certificate of the Trustee hereunder, and to have interest
coupons attached with the name of the Treasurer of said
Railway Company engraved thereon ; which bonds, coupons
and certificates are to be in the forms following respectively:
UNITED STATES OF AMERICA.
State of New York.
$1,000. No
New York, Ontario and Western Railway Company
First Mortgage Bond,
First Mortgage on Railway and Equipment.
Due September 1st, 1914. Authorized Issue, $4,000,000.
This bond is redeemable at the option of the obligor, at
eleven hundred dollars and accrued interest, as provided
in the mortgage or deed of trust.
Interest, 6 per cent, per annum, payable semi-annually,
March and September.
3
The New York, Ontario and Western Railway Company
is indebted, and for value received promises to pay to The
Mercantile Trust Company, of the City of New York, or
bearer, one thousand dollars in gold coin of the United
States, of the present standard weight and fineness, at its
office in the City of New York, on the first day of Septem¬
ber, 1914, and, on presentation and surrender of the annexed
coupons as they shall severally become due, to pay interest
on such principal sum at the rate of six per cent, per
annum from the first day of September, 1884, until such
principal sum shall be paid; such interest being payable in
like coin, at said office, on the first days of March and
September in each year.
This bond is one of an issue of coupon bonds of like
tenor, to an amount not exceeding in the aggregate four
millions of dollars, secured by a mortgage or deed of trust,
dated the first day of September, 1884, executed by
said Railway Company to The Mercantile Trust Company,
of the City of New York, conveying its franchises, railroads
and appurtenances, equipment and other property, acquired
and to be acquired, upon the terms and conditions set forth
in said mortgage or deed of trust.
If default shall be made in the payment of any instalment
of interest on any of said bonds, the principal hereof may
be made due and payable as provided in said mortgage or
deed of trust.
This bond shall not be valid until the certificate endorsed
hereon shall have been signed by the Trustee under said
mortgage or deed of trust.
In witness whereof^ the New York, Ontario and
Western Railway Company has caused its
corporate seal to be hereto affixed and attested
by its Secretary, and this bond to be signed by
its President, and has hereto attached coupons
with the name of its Treasurer engraved
thereon, the first day of September, 1884.
4
New York, Ontario and Western Eailway Company,
By
President.
Attest :
Secretary.
Interest Coupon.
$'60. N o.
The New York, Ontario and Western Railway Company
will pay to bearer thirty dollars in gold coin of the
United States, at its office in the City of New York, on the
first day of , being six months interest then due
on its first mortgage bond No.
treasurer.
Trustee's Certificate.
This bond is one of the issue of bonds within mentioned,
and also described in the mortgage or deed of trust dated
the first day of September, one thousand eight hun¬
dred and eighty-four, executed by the New York, Ontario
and Western Railway Company to the undersigned ; and
the holder hereof is entitled to the benefit of the trust
thereby created.
The Mercantile Trust Company, Trustee.
By
President.
and
Whereas, a majority in interest of each class of the stock¬
holders of the Railway Company have given their written
5
assent to the execution of this mortgage or deed of trust,
and the placing thereof upon the railroad and property of
the Railway Company, which assent, duly certified by said
Company, has been filed with the Trustee hereunder ; and
Whereas^ the execution of this mortgage or deed of trust
has been duly authorized and directed by the Board of
Directors of the Railway Company, to secure the payment
of the aforesaid bonds and the interest thereon ;
Now^ therefore^ this Indenture witnesseth : That the
New York, Ontario and Western Railway Company, party
of the first part, for and in consideration of the premises,
and of the sum of one dollar, to it duly paid by the party
of the second part, at or before the ensealing and delivery of
these presents, the receipt whereof is hereby acknowledged,
and in order to secure the payment of the principal and
interest on all of the bonds aforesaid at any time outstand¬
ing, has bargained, sold, aliened, remised, released, con¬
veyed and confirmed, assigned, transferred and set over,
and by these presents does bargain, grant, sell, alien, remise,
release, convey and confirm, assign, transfer and set over
unto the said party of the second part, and its successors
and assigns, forever, all and singular the railroads and
property of the Railway Company described as follows :
All the main line of railroad of said Railway Company,
extending from the City of Oswego, in the County of
Oswego, in the State of New York, through the counties
of Oswego, Oneida, Madison, Chenango, Otsego, Dela¬
ware, Sullivan and Orange, to the Village of Middle-
town in said County of Orange ;
Also, the New Berlin branch of said Railway Company,
from New Berlin, through the County of Chenango, in the
State of New York, to the aforesaid main line;
Also, the Delhi branch of said Railway Company,
from Delhi, through the County of Delaware, in the State
of New York, to the aforesaid main line;
Also, the Ellenville branch of said Railway Company,
from Ellenville, through the counties of Ulster and Sulli¬
van, in the State of New York, to the aforesaid main line;
6
As said railroad and branches are now or may be hereafter
located and constructed.
Also, all the property and rights of tlie Railway Company
in and in respect to so much of the railroad of the New
York, West Shore and Buffalo Railway Company as
extends from Middletown aforesaid to Cornwall upon the
Hudson River, in the County of Orange, in the State of
New York, and thence through said State and through the
State of New Jersey to Weehawken upon the Hudson
River, opposite the City of New York, formerly the railroad
of the North River Railroad Company, under and by virtue
of a certain lease and construction agreement made with
said last named Company by the Railway Company, dated
May 12th, 1881, and the agreement modifying the same
made by the Railway Company with the New York, West
Shore and Buffalo Railway Company, dated April 1st,
1884, subject, however, to the right of the Railway Company
from time to time to modify or change the terms of the
said lease and construction agreement, and of the agree¬
ment dated April 1st, 1884, or to abrogate the same, or
either of them, which rights are hereby expressly reserved
to the Railway Company, anything herein contained to the
contrary notwithstanding ;
Also, all the property and rights of the Railway Company
in and in respect to the terminal property at AYeehawken
aforesaid, and in the City of New York, and in the City of
Brooklyn, and to the floating and other equipment of the
West Shore and Ontario Terminal Company, under and by
virtue of a lease from said last named Company to the Rail¬
way Company, and the New York, West Shore and Buffalo
Railway Company, dated July 13th, 1883, subject, however,
to the right of the Railway Company, from time to time, to
modify or change the terms of the said lease or to abrogate
the same, which rights are hereby expressly reserved to the
Railway Company, anything herein contained to the con¬
trary notwithstanding;
And also all and singular the lands, tenements and
hereditaments acquired or appropriated, or which may
7
hereafter be acquired or appropriated, for the purposes of
the said railroad and its several branches and said leased
railroad and property, and all railways, ways, rights of
way, depot and terminal grounds, tracks, sidings, turnouts,
bridges, viaducts, culverts, fences, docks, piers and other
structures, depots, station houses, turn tables, water tanks,
car houses, freight houses, wood houses, ware houses,
machine shops, store structures, buildings, erections and
fixtures of every kind and nature whatsoever, leaseholds,
leases, rights under leases, terms or parts of terms, rights of
trackage, contracts for trackage and rights under other
contracts, covenants and agreements, terminal rights and
privileges and ferry rights, privileges and franchises, now
held or which may be hereafter acquired for the use of said
railroad, its several branches, and said leased railroad and
property, or any of them, subject, nevertheless, to the rights
of the Railway Company, heretofore reserved, to modify,
change or abrogate the said leases and agreements respec¬
tively.
And also all locomotives, engines, fixtures, cars and other
rolling stock and equipment, now held or which may here¬
after be acquired, and all rails, ties, machinery, tools, imple¬
ments, fuel and material whatsoever, and all other property,
real, personal or mixed, now held or which may hereafter
be acquired for or in connection with the construction, oper¬
ation and maintenance, reparation or replacement of the
said railroad, its several branches, and said leased railroad
and property, or any part thereof, or as convenient or
necessary for the uses or purposes thereof.
And also all corporate and other franchises of every name
and nature relating to said railroad and its several branches,
leased railroads and property, which the Railway Company
now has or may hereafter acquire, including the franchise
to operate the said railroad, and said leased railroad and
property, and all other franchises, rights, powers and
privileges now held or which may be hereafter acquired by
the Railway Company, connected with or relating to the
said railroad and its several branches, and said leased rail-
8
road and property, or any of them, or any uses or purposes
thereof, and also all additions now made or which may be
hereafter made to any or all of said railroad and its several
branches, and to said property and estates or their appurte¬
nances by the Railway Company or by others, and all books
of account and other books, maps and surveys of the Rail¬
way Company, and also all and every other estate, right,
title and interest, property and thing which the said Rail¬
way Company owns or holds, or may hereafter acquire or
hold, necessary or convenient for the use, occupation and
enjoyment of all or any of the said railroad and branches,
leased railroads and property, privileges and franchises, or
any part thereof.
To have and to liold^ the railroads, premises, property,
rights, franchises and estates hereby conveyed or intended
to be conveyed, with all and singular the reversions,
remainders, tolls, rents, issues and profits, privileges and
appurtenances now or hereafter belonging or in anywise
appertaining thereto, unto the said party of the second part,
and its successors and assigns, forever ; in trust, neverthe¬
less, for the benefit, security and protection of the persons
and corj)orations, firms and partnerships who shall hold the
aforesaid bonds and interest coupons, or any or either of
them, and for enforcing the payment thereof when payable,
according to the true intent and meaning of the stipulations
of this mortgage or deed of trust, and of said bonds and of
said interest coupons, and without preference of any of said
bonds over any of the others by reason of priority in the
time of the issue or negotiation thereof, or otherwise.
Provided^ however^ and these presents are uj)on the
express condition, that if the party of the first part, its
successors or assigns, shall well and truly pay or cause to
be paid unto the holders of the bonds to be issued here¬
under, the principal and interest to become due thereon to
said holders, at the times and in the manner stipulated in
said bonds and in said interest coupons, according to the
true intent and meaning thereof, and shall well and truly
keep, observe and perform all and singular the covenants
9
promises and conditions in the said bonds hereby secured
and in this indenture expressed to be kept, observed and
performed by or on the part of the said party of the first part,
then these presents and the estate and right hereby granted
shall cease, determine and be void, otherwise to remain in
full force.
It is hereby covenanted and agreed that the personal pro¬
perty and chattels hereby conveyed or intended to be, shall
be real estate for all the purposes of this instrument, and
shall be held and taken to be fixtures and appurtenances of
the said railroad property and as a part thereof, and are to
be used in connection therewith and not separated there¬
from, except as hereinafter provided.
It is hereby covenanted, declared and agreed by and be¬
tween the parties hereto, and the Railway Company, for
itself, its successors and assigns, doth hereby covenant and
agree with the respective persons, corporations, firms and
partnerships who shall hold the bonds hereby secured or
any of them, that the trusts, uses, purposes, conditions and
covenants for and upon which the rights, franchises and
property, real and personal, hereinbefore described are con¬
veyed to and are to be held and disposed of by the Trustee
are as follows, that is to say :
First. Bonds secured hereby to the amount of two millions
of dollars are to be forthwith certified by the Trustee here¬
under and delivered to the Railway Company, and said
bonds, or their proceeds, may be used forthwith by the
Railway Company for the payment of its indebtedness and
for the purposes of its incorporation ; but the remaining
bonds secured hereby, amounting to two millions of dollars,
shall not be certified nor used unless authorized to be issued
by a resolution adopted by vote of a majority of the Direc¬
tors of the Railway Company representing each class of its
stockholders, but are to be certified by said Trustee and
delivered to the Railway Company as requested, upon re¬
ceiving a certified copy of such resolution of said Directors
provided, however, that no part of the last mentioned two
10
millions of dollars of bonds shall be nsed for any other
purpose than the retiring of the preferred stock of the said
Railway Company or the cancellation of such preference or
the purchase of the said preferred stock for the benefit of
the common stockholders.
Second. This deed shall not operate nor be held to pro¬
hibit the Railway Company, its successors and assigns, so
long as it or they should remain in possession of the said
mortgaged premises, and there shall be no subsisting de¬
fault in the payment of ¡the principal or interest on the
bonds hereby secured, or some of them, or in respect to
something hereby required to be done, kept, observed or
performed by the party of the first part, from selling or
conveying or otherwise disposing of, for the use and benefit
and the maintenance of said railroads, free from the encum¬
brances and trusts hereof, any real or personal property
now owned or hereafter acquired by said Company, and
wheresoever situated, which at any time can not be advan¬
tageously used in the proper and judicious operation,
management or maintenance of the railroads and property
of the Railway Company and the business thereof ; but in
no case shall any sale or other disposition of such property
be made without the express assent in writing of the
Trustee.
Third. Until default shall be made in the payment of the
principal or interest of the bonds hereby secured, or of some
of them, or in respect to something hereby required to be
done, observed, kept or performed by the Railway Com¬
pany, the Railway Company shall be suflfered and per¬
mitted to possess, manage, operate and enjoy the herein¬
before described railroad lines, docks, piers, rights, fran¬
chises and other property, real and personal, and to receive
and use the tolls, rents, incomes, issues and profits thereof.
Fourth. The Railway Company shall and will at any
time, upon the request of the Trustee, make, do, execute.
11
acknowledge and deliver all sucli otlier acts, deeds and
assurances in the law as may be reasonably advised, de¬
vised or required for effectuating the intention of these
presents, and for the better assuring and confirming unto
the said Trustee, and its successors in the trusts hereby
created, upon the trusts and for the purposes herein ex¬
pressed, all and singular the railroads and other property,
equipment, appurtenances, rights and franchises hereby
conveyed or intended to be, whether now owned or pos¬
sessed or hereafter acquired by the Kailway Company, its
successors or assigns.
Fifth. The Railway Company shall and will, from time
to time, ijay and discharge, before the same shall fall into
arrears, all taxes, assessments and governmental charges law¬
fully imposed upon the franchises and lands and other here¬
by mortgaged premises or upon any part thereof, the lien of
which might or could be held to be superior to the lien
hereof, so that the priority of this mortgage may be duly
preserved; and the Railway Company shall not and will
not suffer any matter or thing whatsoever whereby the lien
hereof might or could be impaired, until the bonds hereby
secured, with all interest accrued thereon, shall be fully
paid and satisfied.
Sixth. In case default shall be made in the payment of
any of the interest on any of the bonds hereby secured, or
in the performance of any other covenant hereof, and such
default shall continue for one year after payment or per¬
formance shall have been duly demanded, then and there¬
upon the entire principal sum hereby secured shall, at the
option of the Trustee, become immediately due and payable,
anything in said bonds or herein to the contrary notwith¬
standing; and if requested so to do by the holders of a
majority in interest of the bonds hereby secured and then
outstanding, by an instrument or concurrent instruments in
writing signed by them or by their attorneys in fact duly
authorized for that purpose, it shall be the duty of, and it
12
is hereby made obligatory upon, the said Trustee to elect to
declare the principal sum due as aforesaid, or to refrain
from making such declaration, upon such terms and condi¬
tions as such holders shall deem proper, and such holders
may, in like manner, annul or reverse the declaration, if
already made by the Trustee, anything herein contained to
the contrary notwithstanding; but the action of the Trustee
or of the bondholders in case of any default shall not affect
or impair the rights of such holders, at any time while such
default continues, to declare in manner aforesaid, or so
direct the Trustee to declare such principal due, nor shall
it in anywise affect any subsequent default on the part of
the Railway Company or impair any rights resulting there¬
from.
Seventh. In case default shall be made in the payment of
any money, principal or interest, on any of the bonds hereby
secured, or in the performance of any other covenant
herein, and such default shall continue for one year after
payment or performance shall have been duly demanded, it
shall be lawful for the said Trustee, upon the request of the
holders of a majority in interest of the bonds hereby se¬
cured and then outstanding, by an instrument or concur¬
rent instruments in writing, signed by them or by their
attorneys in fact duly authorized for that purpose, forthwith
to enter into and upon and take possession of, personally or
by its agents or officers, all and singular the railroads and
other property and the equipment thereof and the appurte¬
nances thereto hereby conveyed or intended to be, together
with all records, books of account, maps and surveys of the
said Railway Company, to have, hold and use, operate and
manage the said railroads and property, and from time to
time make all needful repairs and such alterations thereof
and additions and improvements thereto as to it shall seem
wise and as the net income coming into its hands shall be
adequate to pay for, and receive the tolls, rents, incomes,
issues and profits thereof, and out of said rents, tolls, in¬
comes, issues and profits to pay all the proper costs,
13
charges and expenses of so taking, holding and managing
the same, including a reasonable compensation to said
Trustee, its agents, attorneys and counsel, and all taxes and
assessments superior to the lien of these presents, and all
expenses of such repairs, alterations, additions and improve¬
ments, and to apply the remainder of the money so received
by it as follows :
In case the principal moneys secured by such bonds shall
not have become due, to the payment of the coupons
remaining in default in the order of their maturity ; in case
the said principal moneys shall have become due, to the
payment of the principal and accrued interest, %)ro rata
without any preference or priority whatever.
Eighth, In case default shall be made in the payment of
any money, principal or interest, on any of the bonds here¬
by secured, or in the performance of any other covenant
hereof, and such default shall continue for one year after pay¬
ment or performance shall have been duly demanded, it shall
be lawful for the Trustee, upon the request of the holders of a
majority in interest of the bonds hereby secured and then
outstanding, by an instrument or concurrent instruments
in writing, signed by them or by their attorneys in fact duly
authorized for that purpose, with or without entry, to sell all
of the premises, estates, property, rights and franchises
hereby conveyed, at public auction at some suitable and
usual jjlace in the City of New York, having first given such
notice of such sale as is required by law, and also notice by
publication in at least three newspapers published in the
City of New York, and in at least one newspaper published
in the Village of Middletown, and in at least one newspaper
published in the City of Oswego, and in at least two news¬
papers published in the City of London, England, at least
twice a week for three months next preceding such sale;
and further from time to time to adjourn such sale in its
discretion, and upon such sale to make and deliver to the
purchaser or purchasers of the premises, estates, property,
rights and franchises so sold a good and sufficient deed or
14
deeds for the same, which sale shall be a perpetual bar, both
in law and in equity, against the Railway Company and all
persons and corporations lawfully claiming or to claim by,
through or under it, and upon the making of any such sale
the principal of all the bonds hereby secured and then out¬
standing shall forthwith become due and payable, anything
in said bonds to the contrary notwithstanding, and upon
the making of any such sale the said Trustee shall apx)ly
the proceeds thereof as follows, to wit :
1. To the payment of the costs and expenses of such sale,
including a reasonable compensation to such Trustee, its
agents, attorneys and counsel, and all expenses, liabilities
and advances made and incurred by said Trustee in operat¬
ing and maintaining the railroads and property hereby con¬
veyed or intended to be, and all taxes and assessments
superior to the lien of these presents.
2. To the payment of the wdiole amount of principal and
interest which shall then be owing or unpaid upon the bonds
secured hereby, pro rata, without any preference or priority
whatever, whether the said principal by the tenure of said
bonds be then due or yet to become due. In case of the
insufficiency of such proceeds to j^ay in full the whole
amount of said principal and interest owing and un¬
paid upon said bonds, payment shall be made upon said
bonds ratably in proportion to the amounts owing and un¬
paid thereon, and without discrimination as between prin¬
cipal and interest, andero rata and without any preference
or priority whatever.
Ninth. The receipt of the Trustee, who shall make the
sale hereinbefore authorized, shall be a sufficient discharge
to the purchaser or purchasers at such sale for his or their
purchase money ; and such purchaser or purchasers, his or
their heirs or assigns or personal representatives, shall not,
after paying such purchase money and receiving such re¬
ceipt of the Trustee therefor, be obliged to see to the appli-
c ition of such purchase money upon or for the trusts or
15
purposes of these presents, or be in any wise answerable
for any loss, misapplication or non-application of such pur¬
chase money by the Trustee.
Tenth, If default be made in the payment of any money,
principal or interest, on any of the bonds hereby secured,
and such default shall continue for one year after payment
or performance shall have been duly demanded, it shall be
the duty of, and it is hereby made obligatory upon the
Trustee, upon request of the holders of a majority in inte¬
rest of the bonds hereby secured and then outstanding,
by an instrument or concurrent instruments in writing,
signed by such bondholders or by their attorneys in fact
duly authorized for that purpose, and upon proper indemni¬
fication as hereinafter provided, to proceed forthwith to en¬
force the rights of the said Trustee and of the bondholders
under these presents, by sale or entry or both, according to
such requisition or by judicial proceedings for such purpose
as it being advised by counsel learned in the law shall deem
most expedient in the interests of the holders of the bonds
secured hereby.
Eleventh. In case of any default on its part as aforesaid,
the Railway Company shall not and will not claim or seek
to take advantage of any appraisement, valuation, stay, ex¬
tension or redemption laws now existing or which may
hereafter be passed in either the State of New York or in
the State of New Jersey, in order to prevent or hinder the
enforcement or foreclosure of this mortgage or the absolute
sale of the premises, estate, property, rights and franchises
hereby conveyed, or the final and absolute putting into
possession thereof immediately after such sale to the pur¬
chaser or purchasers thereof, but hereby waives the benefit
of all such laws.
Twelfth. Upon the filing of a bill in equity or other com¬
mencement of judicial proceedings to enforce the rights of
the Trustee and of the bondholders under these presents,
the said Trustee shall be entitled to the appointment of a
16
receiver or receivers of tlie property hereby mortgaged, and
of the earnings, income, rents, issues and profits thereof,
pending such proceedings, with such powers as the court
making such appointment shall confer.
Thirteenth. In case of any foreclosure sale, or any sale
under the provisions hereof, the purchaser or purchasers at
such sale shall be entitled, in making settlement for or
payment of the purchase money bidden, to turn in toward
the payment of such purchase money any of the bonds
and coupons secured hereby, held by such purchaser or
purchasers, counting such bonds for that purpose at the
sum which shall be payable, out of the net proceeds of
such sale, to the holder or holders of such bonds and
coupons, as his or their just share of such net proceeds,
after allowing for the proportion of payment which may
be required in cash for the costs and expenses of the sale;
and if such share of net proceeds shall be less than the
amount then due upon such bonds, to make such settle¬
ment by receipting on such bond, the amount to be credited
thereupon.
Fourteenth. Meetings of holders of the bonds hereby
secured, for the determination of or action upon any of the
matters upon which, by any of the provisions hereof, such
bondholders have the right to decide or act, may be held in
the City of New York or other suitable place, and may be
called by the Trustee or by the holders of a majority in
interest of the said bonds, or in such manner as the holders
of a majority in interest of said bonds may from time to
time authorize. All acts and resolutions of the said bond¬
holders herein provided for, or which affect any of the
rights or remedies of said bondholders or the duties of the
Trustee hereunder, shall be authenticated by an instrument
or instruments in writing signed by all persons assenting
thereto, or their attorneys in fact duly authorized for that
purpose, or by an authenticated record of the proceedings
of the meeting at which action is taken. Any instrument
17
in writing required by the provisions of this indenture to
be executed by the holders of the bonds hereby secured,
may be in any number of parts, and must be proved by the
certificate of a notary public or other officer authorized to
take the acknowledgment of deeds, under his official seal,
that each of the several persons signing the same has duly
acknowledged to him the execution thereof and made oath
to the ownership of the bonds hereby secured, bearing the
numbers stated, which such person shall claim to hold. In
like manner the execution of each power of attorney under
which any person shall claim to act for another in signing
such instruments, shall be acknowledged before a notary
public or other ofiicer authorized to take the acknowledg¬
ment of deeds, and certified under his official seal.
Fifteenth, The said Railway Company shall have the
right from time to time upon any day herein or by said
bonds fixed for the payment of interest, before the expira¬
tion of said term of thirty years, to take up and redeem any
or all of the bonds that may be issued hereunder, by pay¬
ing for each bond so redeemed the sum of eleven hundred
dollars and all interest accrued to the date of redemption,
fixed as hereinafter mentioned, after giving to the holders
of such bonds previous notice of its intention so to do by
publication thereof in two newspapers published in the City
of New York and two newspapers published in the City of
London, twice a month in each month for four months
immediately preceding the day fixed by said Company for
such redemption, and which notice shall designate the
numbers of the bonds proposed to be redeemed. It is ex¬
pressly understood and agreed that from and after the date
so fixed, upon the payment of the said sum of eleven
hundred dollars and accrued interest upon account of each
bond so to be redeemed, or the deposit thereof as herein¬
after provided, all interest upon the bonds, upon or for
which said payment or deposit shall be made, shall cease to
accrue or be payable, and the lien created hereby for the
security of such bonds shall cease, anything herein or in
18
said bonds contained to the contrary notwithstanding ; and
that upon the day so fixed by said Railway Company it
shall pay for each bond that shall be presented to it and as
to which notice shall be given as above provided, the sum
of eleven hundred dollars, with all accrued interest, upon
presentation and delivery of such bond and all the coupons
thereof then remaining unpaid, at the office of the Railway
Company in the City of New York.
It is further expressly understood and agreed, that if any
bond designated in any such notice shall not be presented
to said Railway Company for redemption on the day so
fixed as aforesaid, or within thirty days thereafter, the said
Railway Company shall, immediately after the expiration
of the said thirty days, deposit with the Trustee to
the credit of such bond, designated by the number thereof,
the sum of eleven hundred dollars, and also the amount of
any coupon or coupons due and remaining unpaid upon
such bond at the date so fixed for said payment ; and such
sum or sums so deposited shall be held by the said Trustee
in trust to the credit and for the benefit of said bond, and
shall be paid by said Trustee to the holder thereof upon
the presentation and delivery to it of such bond and all the
coupons thereof remaining unpaid ; and the possession by
the party so presenting it of any such bond and coupons
shall be plenary evidence of ownership in the party making
the presentation, and a full discharge to said Trustee or
depositary for the payment of the sum or sums so deposited
to the credit of such bond, to the party so presenting the
same.
It is further expressly understood and agreed that upon
the presentation by said Railway Company to the Trustee of
all of the said issue of bonds and coupons, or upon the
presentation of so many bonds and coupons as shall be so
presented to it by said Railway Company, and the deposit
by said Railway Company with the said Trustee of the sum
or sums sufficient to pay at the rate aforesaid so many of
said bonds and coupons as are not presented to it by said
Railway Company, the said Trustee shall cancel and dis-
19
cliarge this mortgage or deed of trust of record as fully and
to the same effect as if said bonds and coupons had been
paid by said Railway Company upon the maturity thereof.
SixUeuth. The Trustee may, and upon the request of the
Railway Company shall, cancel and discharge the lien of
these presents, and execute and deliver to the Railway
Company such deeds as shall be requisite to satisfy the lien
hereof, and reconvey to the Railway Company the estate
and title hereby conveyed or intended to be, whenever all
the bonds and coupons secured hereby, which shall have
been duly issued, shall be paid and cancelled or destroyed ;
and the oath of the President, Secretary, Treasurer or other
proper officer of the party of the first part, and the official
certificate of any notary public, representing said Trustee,
that such bonds or bonds and coupons have been cancelled
or destroyed by such officers and notary public, or in their
presence, shall be accepted by the said Trustee as sufficient
proof of such cancellation or destruction.
Semnteentli, It is hereby mutually covenanted and agreed
between the parties hereto, that the Trustee shall not be
under any obligation to take any action towards the execu¬
tion of this trust, which, in its opinion, will be likely to
involve it in expense or liability, unless one or more of said
bondholders shall, as often as required by said Trustee,
give it reasonable indemnity against the same, anything
herein to the contrary notwithstanding ; and that the said
Trustee shall be entitled to receive for its services in the
discharge of the trusts hereby created, reasonable compen¬
sation to be fixed by some court of competent jurisdiction,
unless agreed upon by the parties in interest, and that for
its said compensation and that of its agents, attorneys and
counsel and its expenses incurred hereunder, it shall have
a lien and charge upon the said mortgaged property prior
to all other charges created by this mortgage. And it is
further mutually covenanted and agreed that the said
Trustee shall not be answerable for anything except gross
20
negligence or willful default in the discharge of its duties.
And it is hereby further mutually covenanted and agreed
between the parties hereto that the said Trustee may resign
and discharge itself of the trust hereby created, by notice
in writing to the Railway Company, to be given at least
three months before such resignation shall take effect, or
such shorter time as the Railway Company shall accept as
adequate. And whenever a vacancy shall occur in the
office of Trustee hereunder, by resignation or otherwise, the
Board of Directors of the Railway Company, or its suc¬
cessors or assigns, shall have the right to appoint a suc¬
cessor or successors to fill such vacancy, which appoint¬
ment shall be attested by the certificate in writing of the
President and Secretary of the Railway Company, under its
corporate seal, duly acknowledged, and shall be filed in the
office of the Clerk of Orange County, in the State of New
York. Notice of such appointment shall be given by pub¬
lication in at least three newspapers published in the City
of New York, and two published in London, England, at
least once a week for three months immediately thereafter ;
and the successor or successors appointed as aforesaid shall
continue to be the Trustee or Trustees hereunder until a
majority in interest of the holders of the bonds hereby se¬
cured then outstanding, shall, upon the satisfaction of
the claim, if any, of the Trustee for expenses incurred or
services rendered up to that time, by an instrument or con¬
current instruments in writing, executed under their hands
and seals, or the hands and seals of their attorneys in fact
duly authorized for that purpose, and filed in the office of
said Clerk of Orange County, appoint a new Trustee or new
Trustees to act hereunder, in which case, upon such filing
of such instrument or instruments, the Trustee or Trustees
thereby appointed shall, without any further act, deed or
conveyance, become the Trustee or Trustees hereunder.
And if said Board of Directors shall for thirty days neglect
or refuse to fill any such vacancy, the same may forthwith
be filled by a majority in interest of the holders of the
bonds hereby secured then outstanding, by filing, as afore-
21
said, the instrument or instruments of appointment herein¬
before specified. An appointment made in the manner
hereinbefore prescribed, by or in behalf of a majority in
interest of the holders of the bonds hereby secured then out¬
standing, shall supersede any appointment to fill a vacancy
theretofore made in any other manner whatsoever ; and any
Trustee or Trustees appointed to fill any such vacancy, or
to succeed any Trustee or Trustees hereunder, shall be
vested with and entitled to all the rights, title, interest and
estate, powers, duties and trusts herein conveyed and con¬
tained, as if originally named in this mortgage.
Eighteenth, The term or words ''Trustee" or "said
Trustee" as used in these presents, shall be held and
construed to mean the Trustee, party of the second part, or
its successor or successors for the time being, and said suc¬
cessor and successors shall have and be possessed of, and
shall be competent to exercise, all the estate, rights,
property and powers hereby granted to or conferred upon
the party hereto of the second part.
In witness whereof,, the party hereto of the first
part has caused its corporate seal to be here¬
unto affixed and attested by its Secretary, and
these presents to be signed by its President,
and the party hereto of the second part, in
token of its acceptance of the trusts hereby
created, has caused its corporate seal to be
hereunto affixed and attested by its Secretary,
and these presents to be signed by its Presi¬
dent, the day and year first herein written.
NEW YORK, ONTARIO & WESTERN RAILWAY CO.,
Attest: By Edward F. Winslow,
[seal.] Jxo. L. Nisbet, President,
Secretary,
THE MERCANTILE TRUST CO.,
Attest : By Louis Fitzgerald,
[seal.] H. C. Deming, President,
Secretary,
22
State of New Yoek, ) .
City and County of New York, j
On the second day of October, in the year one thou¬
sand eight hundred and eighty-four, before me, the
undersigned, a Notary Public of the State of New
York, in and for the City and County of New York, per¬
sonally came John L. Nisbet, known to me to be the Secre¬
tary of the New York, Ontario and Western Pailway
Company, the corporation described in and which executed
the foregoing mortgage or deed of trust as party of the
first part thereto, who, being by me duly sworn, did depose
and say : That he resides in the City of New York; that he
is the Secretary of the said New York, Ontario and West¬
ern Railway Company, and knows the corporate seal
thereof; that the seal affixed to the foregoing mortgage or
deed of trust is the corporate seal of the said Company, and
was thereto affixed by order of the Board of Directors of
the said Company, and as the voluntary act and deed of
said Company, and that he signed his name thereto by the
like order as Secretary of the said Company.
And the said deponent further said that he is acquainted
with Edward F. Winslow, and knows him to be the Presi¬
dent of said Company ; that the signature of the said
Edward F. Winslow subscribed to the foregoing mortgage
or deed of trust is in the genuine handwriting of the said
Edward F. Winslow, and was thereto subscribed by the
like order of the said Board of Directors, and in the pres¬
ence of said deponent.
In witness whereof, I have hereunto set my hand
and official seal, this second day of October,
A. D. 1884.
[seal.]
George Glover,
Notary Public^
N Y. Co.
23
State of New York, )
City and Coukty of New York, j *
I, Patrick Keenan, Clerk of the City and County of
New York, and also Clerk of the Supreme Court for the
said City and County, the same being a Court of Record,
do hereby certify, that George Glover, whose name is sub¬
scribed to the Certificate of the proof or acknowledgment
of the annexed Instrument, and thereon written, was, at
the time of taking such proof and acknowledgment, a
Notary Public in and for the City and County of New York,
dwelling in the said City, commissioned and sworn, and
duly authorized to take the same. And further, that I am
well acquainted with the handwriting of such Notary and
verily believe that the signature to the said Certificate of
proof or acknowledgment is genuine. I further certify
that said Instrument is executed and acknowledged ac¬
cording to the law of the State of New York.
In testimony whereof^ I have hereunto set my hand
and aifixed the Seal of the said Court andJCountj^,
the third day of October, 1884.
[seal.]
Patrick Keenax,
ClerJc,
24
State of New York, }
City and County of New York, j" ^ •
On the second day of October, in the year one
thousand eight hundred and eighty-four, before me, the
undersigned, a Notary Public of the State of New York,
in and for the City and County of New York, personally
came Henry C. Deming, known to me to be the Secretary
of The Mercantile Trust Company, the corporation described
in and which executed the foregoing mortgage or deed of
trust, as partj" of the second part thereto, who, being by me
duly sworn, did depose and say, that he resides in High¬
lands, State of New Jersey; that he is the Secretary of
the said The Mercantile Trust Company and knows the
corporate seal thereof ; that the seal aíñxed to the foregoing
mortgage or deed of trust is the corporate seal of said Trust
Company , and was affixed by order of the Board of Direct¬
ors of the said Trust Company, and as the voluntary act
and deed of said Company, and that he signed his name
thereto by the like order as Secretary of the said Company.
And the said deponent further said, that he is acquainted
with Louis Fitzgerald, and knows him to be the President
of said Company; that the signature of the said J-jouís
Fitzgerald, subscribed to the foregoing mortgage or deed
of trust, is in the genuine handwriting of the said Louis
Fitzgerald, and was thereto subscribed by the like order
of the Board of Directors of the said Trust Company,
and in the presence of said deponent.
In witness whereof^ I have hereunto set my hand
and official seal this second day of October,
A. D. 1884.
[seal.]
George Glover,
Notary Public^
N. r. Co
25
State of New Yoek, ) .
City and County of New York, )
I, Patrick Keenan, Clerk of the City and County of New
York, and also Clerk of the Supreme Court for the said City
and County, the same being a Court of Record, do hereby
certify, that George Glover, whose name is subscribed to the
Certificate of the proof or acknowledgment of the annexed
Instrument, and thereon written, was, at the time of taking
such proof and acknowledgment, a Notary Public in and
for the City and County of New York, dwelling in the said
City, commissioned and sworn, and duly authorized to take
the same. And further, that I am well acquainted with
the handwriting of such Notary, and verily believe that
the signature to the said Certificate of proof or acknowledg¬
ment is genuine. I further certify that said Instrument
is executed and acknowledged according to the law of the
State of New York.
In testimony whereof^ I have hereunto set my hand
and affixed the seal of the said Court and County,
the second day of October, 1884.
[seal.]
Patrick Keenan,
Cleric,
26
State of New Yokk, )
City and County of New York, f ' * *
On the second day of October, in the year one thousand
eight hundred and eighty-four, before nie, the under¬
signed, a Commissioner of Deeds for the State of New
Jersey in New York, personally came John L. Nisbet, known
to me to be the Secretary of the New York, Ontario and
Western Railway Company, the corporation described in
and which executed the foregoing mortgage or deed of trust
as party of the first part thereto, who, being by me duly
sworn, did depose and say : That he resides in the City of
New York; that he is the Secretary of the said New York,
Ontario and Western Railway Company, and knows the
corporate seal thereof ; that the seal affixed to the foregoing
mortgage or deed of trust is the corporate seal of the said
Company, and was thereto affixed by order of the Board of
Directors of the said Company, and as the voluntary act
and deed of said Company, and that he signed his name
thereto by the like order as Secretary of the said Company.
And the said deponent further said, that he is acquainted
with Edward F. Winslow, and knows him to be the Presi¬
dent of said Company ; that the signature of the said
Edward F. Winslow subscribed to the foregoing mortgage
or deed of trust is in the genuine handwriting of the said
Edward F. Winslow, and was thereto subscribed by the
like order of the said Board of Directors, and in the pres¬
ence of said deponent.
In witness whereof^ I have hereunto set my hand
and official seal, this second day of October,
A. D. 1884.
George Glover,
A Commissioner of Deeds for the State of
New Jersey in New YorTc.
[SEAL.]
37
State of New Yoek, ) .
City and County op New Yoek, ) '*
On the second day of October, in the year one thousand
eight hundred and eighty-four, before me, the under¬
signed, a Commissioner of Deeds for the State of New
Jersey in New York, personally came Henry C. Deming,
known to me to be the Secretary of The Mercantile Trust
Company, the corporation described in, and which exe¬
cuted the foregoing mortgage or deed of Trust as party of
the second part thereto, who, being by me duly sworn, did
depose and say : That he resides in Highlands, State of
New Jersey; that he is the Secretary of The Mercantile
Trust Company and knows the corporate seal thereof ; that
the seal athxed to the foregoing mortgage or Deed of trust
is the corporate seal of the said Trust Company, and was
affixed by order of the Board of Directors of the said Trust
Company, and as the voluntary act and deed of said Com¬
pany, and that he signed his name thereto by the like order
as Secretary of the said Company.
And the said deponent further said, that he is acquainted
with Louis Fitzgerald, and knows him to be the President
of the said Company ; that the signature of the said Louis
Fitzgerald subscribed to the foregoing mortgage or deed of
trust is in the genuine handwriting of the said Louis
Fitzgerald, and was thereto subscribed by the like order of
the Board of Directors of the said Trust Company and in
the presence of said deponent.
In witness whereof, I have hereunto set my hand
and official seal this second day of October,
A. D. 1884.
George Glover,
A Commissioner of Deeds for the State of
New Jersey in New YorTc.
[seal.]
28
State of New Yoek, )
Rockland County, ' j
I certify that the foregoing mortgage was recorded in the
office of the clerk of Rockland County on the 11th day
of October, 1884, at 9 o'clock in the forenoon, in Liber 97
of Mortgages, at page
Cyrus M. Ceum, Clerk.
Per Jos. De Noyelles,
Deputy Clerk.
[seal]
State of New York, ) .
Orange County, j
I certify that the foregoing mortgage was recorded in the
office of the clerk of Orange County on the 4th day
of Oct., 1884, at 8 o'clock in the forenoon, in Liber 270
of Mortgages, at page
[seal.]
R. B. Hook,
Clerk.
29
State of New York, ) ,
Ulster County, j
I certify that the foregoing mortgage was recorded in the
office of the clerk of Ulster County on the 3d day of October,
1884, at 3.40 o'clock in the afternoon, in Liber 172 of
Mortgages, at page
Jacob D. Wurts,
Clerk.
[seal.]
State of New York, ]
Sullivan County, )
I certify that the foregoing mortgage was recorded in the
office of the clerk of Sullivan County on the 4th day of
October, 1884, at three o'clock in the afternoon, in Liber
55 of Mortgages, at page
L. N. Stanton,
Clerk.
[seal.]
30
State of New Yokk, )
Delaware County, )
I certify that the foregoing mortgage was recorded
in the office of the clerk of Delaware County on the
6th day of October, 1884, at nine o'clock in the forenoon, in
Liber 60 of Mortgages, at page
Geo. T. Warner,
Clerk.
[seal.]
State of New York, ) .
Otsego County, j
I certify that the foregoing mortgage was recorded in
the office of the clerk of Otsego County on the ninth day
of October, 1884, at 11.80 o'clock in the forenoon, in
Liber 115 of Mortgages, at page
[seal.]
Lee B. Cruttenden,
Deputy Clerk.
31
State of New York, ) .
Chenango County, J
I certify that the foregoing mortgage was recorded in the
office of the clerk of Chenango County on the 6th day of
Oct., 1884, at 10.45 o'clock in the forenoon, in Liber 95
of Mortgages, at page
W. Merrifield,
Dep. Clerk.
[seal.]
State of New York, ) .
Madison County, f
I certify that the foregoing mortgage was recorded in the
office of the clerk of Madison County on the 6th day
of October, 1884, at five o'clock in the afternoon, in Liber
91 of Mortgages, at page
[seal.]
W. H. Stewart,
Clerk.
32
State op New York, ) ,
Oneida County, ) "
I certify that the foregoing mortgage was recorded in the
office of the clerk of Gaeida County on the 8th day of
October, 1884, at 9.05 o'clock in the forenoon, in Liber
268 of Mortgages, at page
A. H. Ballou,
Clerk.
[seal.]
State of New York, 1 .
Oswego County, j
I certify that the foregoing mortgage was recorded in the
office of the clerk of Oswego County on the 7th day
of Oct., 1884, at four o'clock in the afternoon, in Liber 141
of Mortgages, at page
[seal.]
F. M. Baker,
Dept. Clerk
38
Statpj of New Jersey, ) .
Bergen County, ^ •
I certify that the foregoing Mortgage was recorded in the
office of the Clerk of Bergen County on the 13th day
of October, A. D. 1884, at 12 M, in Liber Y 2 of Mortgages,
page
Sam'l Taylor,
Clerk.
[seal.]
Received in the office of the Register of the County of
Hudson, N. J., on the 13th day of October, A. D. 1884,
at 2.45 o'clock, P. M., and recorded in Book 170 of Mort¬
gages for said County, on page
J. B. Cleveland,
Register.
[seal.]
Received in the office of the Secretary of State of the
State of New Jersey, on the fourteenth day of October, A.D.
1884, at 12 M., and recorded in Liber F of Corporations,
page
Henry C. Kelsey,
Secretary of State.
[seal.]
34
Recorded in the office of the Register of the City and
County of New York, in Liber 1,881 of Mortgages, page
on the 17th day of October, A.D. 1884, at 12 o'clock, M.,
Min. M.
Witness my hand and Official Seal.
John Reilly,
Register.
[seal.]
3 5556 042 153486