/ g ?f
3Vn |iulfntutf, made the second day of
March, 1894, in the City of New York, between
The New York, Lake Erie and Western Rail¬
road Company, a corporation created under the
laws of the State of New York (hereinafter
termed the "Railroad Company") party of the
first part, and The Farmers' Loan and Trust
Company, also a corporation created under the
laws of the State of New York (hereinafter termed
the " Trustee"), party of the second part.
Whereas, The New York and Erie Railroad Company,
a corporation formed under an Act of the Legislature of
the State of New York, passed April 24, 1832, made de¬
fault under certain mortgages executed by it upon its rail¬
way. property and franchises, and such proceedings were
thereupon had that said mortgages were foreclosed and said
railway, property and franchises were sold in or about the
year 1859; and the Erie Railway Company, a corporation
organized under the laws of the State of New York, there¬
upon acquired and succeeded to said railways, property
and franchises, subject to certain prior mortgages thereon.
And whereas, Thereafter said Erie Railway Company
executed certain mortgages upon its railways, property
and franchises, and default having been made in the pay
ment of interest on the bonds of said Company secured by
its mortgage or deed of trust dated the 4th day of Febru¬
ary, 1874, such proceedings were had that said mortgage
was foreclosed and the railways, property and franchises
2
of said company sold; and thereupon, and 011 or about the
28th day of April, 1878, said railways, property and fran¬
chises were conveyed and transferred to the Railroad Com¬
pany, the party of the first part hereto, pursuant to a cer¬
tain plan and agreement for the reorganization of said
Erie Railway Company, which said plan and agreement is
set forth in the certificate of incorporation of the Railroad
Company, filed in the office of the Secretary of State for
the State of New York, to which reference is hereby made
for the terms and provisions thereof.
And whereas, Said railways, property and franchises
were so conveyed and transferred to the Railroad Com¬
pany, subject to certain liens or mortgages covering said
railways, property and franchises or a part thereof, viz. :
A first mortgage or charge created by an Act
of the Legislature of the State of New York,
passed May 14, 1845, entitled " An Act in relation
to the Construction of the New York and Erie
Railroad," to secure an issue of bonds of said New
York and Erie Railroad Company, bearing interest
at the rate of seven per cent, per annum and pay¬
able on March 1, 1859, which bonds have been
duly extended until May 1, 1897, at interest at the
rate of seven per cent, per annum, and $2,482,000
thereof are now outstanding and unpaid.
A second mortgage dated March 1, 1849, made
by said Newr York and Erie Railroad Company to
secure an issue of bonds of said company bearing
interest at the rate of seven per cent, per annum
and payable March 1, 1859; which bonds have been
duly extended until September 1, 1919, at interest
at the rate of five per cent, per annum, payable in
3
gold, and $2,149,000 thereof are now outstanding
and unpaid.
A third mortgage dated March 1, 1853, made by
said New York and Erie Railroad Company to
secure an issue of bonds of said company bearing
interest at the rate of seven per cent, per annum
and payable on March 1, 1883, which bonds have
been duly extended until March 1, 1923, at interest
at the rate of four and one-half per cent, per annum,
payable in gold, and $4,617,000 thereof are now
outstanding and unpaid.
A fourth mortgage dated August 15, 1857, made
by said New York and Erie Railroad Company to
secure an issue of bonds of said company bearing
interest at the rate of seven per cent, per annum
and payable on October 1, 1880, which bonds have
been duly extended until October 1, 1920, at inter¬
est at the rate of five per cent, per annum, payable
in gold, and $2,926,000 thereof are now outstanding
and unpaid.
A fifth mortgage dated June 1, 185S, made by
said New York and Erie Railroad Company to secure
an issue of bonds of said company bearing interest
at the rate of seven per cent, per annum and pay¬
able on June 1, 1S88, which bonds have been duly
extended until June 1, 1928, at interest at the rate
of four per cent per annum, payable in gold, and
$709,500 thereof are now outstanding and unpaid.
A mortgage dated July 1, 1861, made by the
Buffalo branch of the Erie Railway and the Erie
Railway Company to secure a certain issue of bonds
bearing interest at the rate of seven per cent, per
annum and payable on July 1, 1891, which
4
bonds have been duly extended until July 1,
1931, at interest at the rate of four per cent, per
annum, payable in gold, and $182,GOO thereof are
now outstanding and unpaid.
A mortgage dated September 1, 1870, made by
said Erie Railway Company to secure a certain issue
of its bonds (commonly called " First Consolidated
Mortgage Bonds"), bearing interest at the rate of
seven per cent, per annum and payable September
1, 1920, of which bonds $16,891,000 are now out¬
standing and unpaid.
And Whereas, The Railroad Company, the party of the
first part hereto, has issued its bonds, of which the fol¬
lowing are now outstanding and unpaid, viz. :
$3,705,977.10 First Consolidated Mortgage Funded
coupon Bonds, dated September 1st, 1878, bearing
interest at the rate of seven per cent, per annum,
payable September 1st, 1920, and secured by a pledge
of coupons for interest on the First Consolidated
mortgage bonds of the Erie Railway Company.
$2,500,000 Reorganization First Lien Bonds, dated
October 5th, 1878, bearing interest at the rate of six
per cent, per annum, payable December 1st, 1908,
said bonds being issued under and secured by a mort¬
gage dated October 5th, 1878, upon the railways,
property and franchises of the Railroad Company,
executed to the Farmers' Loan and Trust Company,
as Trustee.
$25,000,000 New Second Consolidated Mortgage
Bonds, dated October 5th, 1878, bearing interest at
the rate of six per cent, per annum, payable Decern-
5
ber 1st, 1969, said bonds being issued under and
secured (rateably with the bonds next hereinafter
mentioned) by said mortgage dated October 5th,
1878, but subject to the prior lien of said Reorgan¬
ization First Lien Bonds.
$8,597,400 of Second Consolidated Mortgage
Funded Coupon Bonds, bearing interest at the rate
of six per cent, per annum, payable December 1st,
1969, issued under and secured (rateably with the
bonds last above mentioned) by said mortgage
dated October 5th, 1878, but subject to the prior lien
of said Reorganization First Lien Bonds.
$3,344,000 of Collateral Trust Bonds, bearing inter¬
est at the rate of six per cent, per annum, payable No¬
vember 1st, 1922, secured by a pledge of certain
securities under a trust deed dated November 1st,
1882, executed to the United States Trust Company,
as Trustee.
$4,031,400 of Funded Coupon Bonds of 1885, bear¬
ing interest at the rate of five per cent, per annum,
payable December 1st, 1969, secured by a pledge of
cer tain coupons for interest on said " New Second
Consolidated Mortgage Bonds " and 4 4 Second Con¬
solidated Mortgage Funded Coupon Bonds," under
a trust deed dated October 1st, 1885, executed to
the Farmers' Loan & Trust Company, as Trustee.
$508,008 of Non-Cumulative Income Bonds (with¬
out mortgage security), bearing interest at a rate
not exceeding six per cent, per annum, as therein
provided, and maturing June 1st, 1977.
6
And Whereas, The Railroad Company desires to borrow
money necessary for completing, finishing and operating
its railroad, and to issue and dispose of its bonds for that
purpose as well as for the purpose of taking up and retir¬
ing certain of its outstanding bonds, as hereinafter pro¬
vided, and to mortgage its corporate property and fran¬
chises to secure the payment of the bonds so to be issued;
And Whereas, To that end the Railroad Company,
by its Board of Directors, has resolved to make and
issue its bonds to an amount not exceeding in the
aggregate of the principal thereof seventy million dollars,
gold coin of the United States, of or equal to the present
standard of weight and fineness; said bonds to be issued as
coupon bonds of the denomination of five hundred dollars
each numbered consecutively from D 1 upwards, and of
the denomination of one thousand dollars each, numbered
consecutively from M 1 upwards, and registered bonds of
the denomination of one thousand dollars or multiples of
one thousand dollars each, numbered consecutively from
R 1 upwards ; said bonds to be payable at the office of
Drexel, Morgan & Co. in the City of New York on the
first day of December, a. d. 1993, and to bear interest at
the rate of five per cent, per annum, payable in like gold
coin, on the first days of June and December, in the City
of New York, and both such principal and interest to be
payable without deduction for any United States, State,
Municipal or other tax or taxes which the Railroad Com¬
pany, its successors or assigns, may be required to deduct
or retain therefrom under any present or future law; and
all of said bonds to be equally secured by a mortgage
upon the corporate property and franchises of the Rail¬
road Company.
7
And Whereas, The Railroad Company, by its Board of
Directors, has resolved that the said bonds shall respect¬
ively be signed on its behalf by its President or one of its
Vice-Presidents for the time being, and shall have there¬
unto affixed the corporate seal attested by the Secretary or
Assistant Secretary for the time being of the Railroad
Company, and that said coupon bonds shall be substantially
of the following tenor (except as to the amounts and
issue numbers thereof), viz. :
United States of America,
State of New York.
The New York, Lake Erie and Western Railroad
Company.
General Mortgage Coupon Gold Bond of 1893.
No.— - $
Know all Men by these Presents: That The New
York, Lake Erie and Western Railroad Company (herein¬
after termed the Railroad Company), for value received,
promises to pay to the bearer, or if registered as herein¬
after provided to the registered holder hereof,
dollars ($ ) in gold coin of the United States of America,
of the present standard of weight and fineness, on the first
day of December, one thousand nine hundred and ninety-
three, at the office or agency of the Railroad Company in
the City of New York, and to pay interest thereon from
December 1st, 1893, at the rate of five per cent, per annum,
payable in like gold coin semi-annually, on the first days of
8
June and December in each year, in the City of New York,
upon surrender of the respective coupons therefor as they
severally mature and until payment of said principal
sum.
Both the principal and interest of this bond are payable
without deduction for any tax or taxes which the Railroad
Company may be required to pay or to retain therefrom
under any present or future law; the Railroad Company
hereby agreeing to pay such tax or taxes.
This bond is one of a series of coupon bonds and regis¬
tered bonds of the Railroad Company, not exceeding in
the aggregate of the principal thereof seventy million
dollars gold coin of the present standard of weight and
fineness, bearing interest at the rate of five per cent,
per annum, issued and to be issued under, and all to be
equally secured by and subject to the terms of, a mort¬
gage or deed of trust, dated March 2d, 1894, executed
by the Railroad Company to The Farmers Loan and
Trust Company, as Trustee, of the property and fran¬
chises of the Railroad Company as therein described,
to which mortgage or deed of trust reference is made
with the same effect as if herein fully set forth.
This bond may be registered as to principal in the
owner's name on the Company's books, at its office
or agency in the City of New York, such registry being
noted on the bond by the Company's transfer agent, after
which no transfer shall be valid unless made on the Com¬
pany's books by the registered owner and similarly rioted
on the bond, but the same may be discharged from regis¬
try by being transferred to bearer, after which transfer¬
ability by delivery shall be restored, but it may again,
from time to time, be registered or transferred to bearer
as before; such registration, however, shall not affect the
9
negotiability of the coupons by delivery merely. This
bond is also exchangeable for a registered bond without
coupons, as provided in said mortgage or deed of trust.
This bond shall not become obligatory for any purpose
until it shall have been authenticated by the certificate
hereon endorsed of the Trustee under said mortgage or
deed of trust.
In witness whereof, said Railroad Company
has caused these presents to be signed by its
President or one of its Vice-Presidents, and
its corporate seal to be hereunto affixed, and
to be attested by its Secretary or Assistant
Secretary and coupons with the engraved sig¬
nature of its Treasurer to be attached hereto
this second day of March.
The New York, Lake Erie and Western Railroad
Company.
By
President.
Attest:
Secretary.
And Whereas, It was further resolved that there shall
be annexed to each of said coupon bonds at the time of the
issue thereof the coupons representing the interest in¬
stallments to become due thereon, each of which coupons
shall be authenticated by the engraved signature of the
10
Treasurer of the Railroad Company, and shall be sub¬
stantially of the following tenor, viz. :
{Form of Coupon.)
No. $
The New York, Lake Erie and Western Railroad
Company will pav to the bearer hereof on the first dav
of dollars in gold coin,
free from taxes, being six months' interest then payable
on its General Mortgage Coupon Bond, No. , at the
office of Drexel, Morgan & Co., in the City of New York.
Treasurer.
And Whereas, It was further resolved that said regis¬
tered bonds shall be executed in the same manner as said
coupon bonds and shall be substantially of the follow¬
ing tenor, except as to the amounts and issue numbers
of the respective bonds, viz. :
{Form of Registered Bonds.)
United States of America.
State of New York.
The New York, Lake Erie and Western Railroad
Company.
General Mortgage Registered Gold Bond of 1893.
No. R. $
Know all Men by These Presents: That the New
York, Lake Erie and Western Railroad Company (herein¬
after termed the Railroad Company), for value received,
promises to pay to
11
or assigns, the sum of
dollars, in gold coin of the United States of
America of or equal to the present standard of weight and
fineness, on the first day of December, one thousand nine
hundred and ninety-three, at the office or agencv of the
J Cj «7
Railroad Company in the City of New York, and to pay
interest thereon from the first day of June or December,
as the case may be, next preceding the date hereof, at the
rate of five per cent, per annum, payable in like gold coin
semi-annually, on the first days of June and December
in each year, at the office of Drexel, Morgan & Co., in the
City of New York, until payment of said principal sum.
Both the principal and interest of this bond are payable
without deduction for any tax or taxes which the Railroad
Company may be required to pay or to retain therefrom
under any present or future law; the Railroad Company
hereby agreeing to pay such tax or taxes.
t his bond is one of a series of coupon bonds and regis¬
tered bonds of the Railroad Company not exceeding in the
aggregate of the principal thereof seventy million dollars
gold coin of the present standard of weight and fineness,
bearing interest at the rate of five per cent, per annum,
issued and to be issued under, and all to be equally secured
by and subject to the terms of, a mortgage or deed of
trust dated March 2d, 1894, executed by the Railroad
Company to The Farmers' Loan and Trust Company,
as Trustee, of the property and franchises of the
Railroad Company, as therein described, to which mort¬
gage or deed of trust reference is made with the same
effect as if herein fully set forth.
This bond is transferable by the registered holder thereof,
in person or by attorney duly authorized, upon the books
of the Railroad Company at its office or agency in
12
the City of New York, upon surrender and cancellation
of this bond, and a new registered bond will be issued
to the transferee in exchange therefor, as provided in said
mortgage or deed of trust.
This bond shall not become obligatory for any purpose
until it shall have been authenticated by the certificate
hereon endorsed of the Trustee under said mortgage or
deed of trust.
In witness whereof, said Railroad Company
has caused these presents to be signed by its
President or one of its Vice-Presidents and
its corporate seal to be hereunto affixed and
to be attested by its Secretary or Assistant
Secretary this day of
The New York, Lake Erie and Western
Railroad Company,
President.
Attest :
Secretary.
And Whereas, The coupons to be attached to said
coupon bonds shall be authenticated by the engraved sig¬
nature of the Treasurer of the Railroad Company, who
shall be in office at the time when any portion of said
bonds shall be issued, it being the intention that the
Railroad Company may adopt and use for that purpose
the engraved signature of any person who shall have been
its Treasurer at the time when any portion of said bonds
may have been issued, notwithstanding the fact that
IB
sucn person may have ceased to be the Treasurer of the
Railroad Company.
And Whereas, It was further resolved that there shall
be endorsed on each of said coupon bonds and registered
bonds a certificate of the Trustee or its successor in trust,
which certificate shall be conclusive and the only evidence
that such bonds are entitled to the security of the deed
of trust therein mentioned, and that no bond shall be
valid or obligatory for any purpose until such certificate
shall have been executed by the Trustee, such certificate
to be substantially of the following tenor, viz. :
{Form of Trustees' Certificate.)
This bond is one of the series of bonds described in the
mortgage or deed of trust bearing date March 2d, 1894,
referred to within.
The Farmers' Loan and Trust Company,
Trustee.
By
And Whereas, The Railroad Company, by its Board
of Directors, has resolved to secure the payment of the
principal and interest of said bonds according to their
tenor by a mortgage or deed of trust of its property and
franchises to the Trustee above named, and this Inden¬
ture was submitted to said Board of Directors, and it was
duly resolved that the same be executed by the President
of the Railroad Company in its name and on its behalf,
that the corporate seal of the Railroad Company be here¬
unto affixed and attested by the Secretary, and that this
14
Indenture be delivered on behalf of the Railroad Company
to the Trustee herein named, and that the same be duly
recorded.
Now Therefore, This Indenture Witnesseth: That
in order to secure equally the payment of the principal and
interest of the bonds at any time issued hereunder and
outstanding according to their tenor and effect, and irre¬
spective of their time of issue, and the fulfillment of the
covenants and conditions hereinafter contained, and for,
and in consideration of the purchase and acceptance of said
bonds by the holders thereof, and of the sum of one dollar
to it duly paid by the Trustee, at or before the ensealing and
delivery of these presents, the receipt whereof is hereby
acknowledged, the Railroad Company has granted, bar¬
gained, sold, assigned, released, conveyed, confirmed and
set over, and by these presents does grant, bargain, sell,
assign, release, convey, confirm, and set over unto the
Trustee, party of the second part hereto, and its succes¬
sors, and its and their assigns, all and singular the
railroads, property, franchises, rights and privileges of
the Railroad Company, now owned or hereafter acquired
by it, including the properties more particularly described
as follows, viz. :
The main line of the Railroad Company from and in¬
cluding Pierrnont, 011 the Hudson River, in the State of
New York, to and including the final terminus of said
railroad on Lake Erie, together with the railway known
as the Newburgh Branch, from Newburgh, in said State,
to the said main line; and also all that part of the railway
designated as the Buffalo Branch of the Erie Railway,
extending from Hornellsville to Attica, in the State of
New York.
15
Also all other railways, extensions, branch lines and
tracks now owned by the Railroad Company, or which
may hereafter be acquired by it in the States of New
York, Pennsylvania or New Jersey, or elsewhere; and all
the lands, bridges, ways, piers, wharves, fences, walls,
rights of way, rails, viaducts, car houses, engine houses,
freight houses, warehouses, machine shops and other
shops, turntables, water tanks, structures, lixtures,
easements and appurtenances, and all other things
of whatsoever kind, now owned or hereafter acquired in
anywise appertaining to, or which may at any time here¬
after be acquired or provided for use upon or in connection
with any of said railways, extensions, branches or tracks,
now owned or hereafter acquired.
Also all the estate, right, title and interest, leases and
leasehold interests, terms and remainder of terms, con¬
tracts, contract rights or rights of action, franchises and
privileges, of whatsoever name or nature, in law or in
equity, belonging to the Railroad Company or to which
the Railroad Company is in any manner entitled, which
were granted, conveyed or assigned to, or conferred upon,
the Railroad Company or the New York and Erie Railroad
Company, or the Erie Railway Company, by the following
named corporations respectively, viz. : The Union Railroad
Company, a corporation existing under the laws of the
State of New York; the Buffalo, New York and Erie
Railroad Company, a corporation existing under the laws
of the State of New York; the Buffalo, Bradford and
Pittsburgh Railroad Company, or the Pennsylvania and
Erie Coal and Railway Company, a corporation existing
under the laws of the State of New York and the State
of Pennsylvania; the Rochester and Genesee Valley
Railroad Company, a corporation existing under the laws
16
of the State of New York; the Long Dock Company, a
corporation existing under the laws of the State of New
Jersey; the Avon, Geneseo and Mount Morris Railroad
Company, a corporation existing under the laws of the
State of New York; the Goshen and Deckertown Rail¬
road Company, a corporation existing under the laws of
the State of New York; the Hoboken Land and Im¬
provement Company, a corporation existing under- the
laws of the State of New Jersey; the Jefferson Rail¬
road Company, a corporation existing under the laws of
the State of Pennsylvania; the Montgomery and Erie
Railroad Company, a corporation existing under the laws
of the State of New York; the Newburgh and New
York Railroad Company, a corporation existing under the
laws of the State of New York; the New York and
Fort Lee Railroad Company, a corporation existing under
the laws of the State of New Jersey; the Northern
Railroad of New Jersey, a corporation existing under the
laws of the State of New Jersey; the Paterson and
Newrark Railroad Company, a corporation existing under
the laws of the State of New Jersey; the Paterson,
Newark and New York Railroad Company, a corporation
existing under the laws of the State of New Jersey;
the Pennsylvania Coal Company, a corporation existing
under the laws of the State of Pennsylvania; the New¬
ark and Hudson Railroad Company, a corporation ex¬
isting under the laws of the State of New Jersey, the
Suspension Bridge and Erie Junction Railroad Company,
a corporation existing under the laws of the State of New
York; the New Jersey Junction Railroad Company, a
corporation existing under the laws of the State of New
Jersey; the New York, Lake Erie and Western Docks
and Improvement Company, a corporation existing under
17
the laws of the State of New Jersey; the Buffalo and
Southwestern Railroad Company, a corporation existing
under the laws of the State of New York; the New York,
Lake Erie and Western Coal and Railroad Company, a
corporation existing under the laws of the State of Penn¬
sylvania.
Also all the estate, right, title and interest of the Rail¬
road Company in and to certain real estate situate in
Hudson County, in the State of New Jersey, and known
as the Weehawken Docks property; and in or to certain
other real estate situate in Hudson County, in the State
of New Jersey, known as the Penhorn property, and in
or to two certain other parcels of real estate situate in the
County of Passaic, in the State of New Jersey, and
known respectively as the Post farm and the Fredericks
farm, and in or to a certain parcel of land lying west of
the Bergen Tunnel, in Hudson County, State of New
Jersey, known as the Laundry property. And also all
other real or leasehold estate of the Railroad Company
situate in the State of New Jersey, of every kind and
description, and wherever in the said State the same
may be situate. Also a tract of land, being about four
acres, situate in the township of Texas, County of Wayne,
in the State of Pennsylvania.
Also all the estate, right, title and interest, leasehold or
otherwise, of the Railroad Company in and to thirty-three
(33) lots of land (more or less), included in the block
bounded by Twenty-second and Twenty-third Streets and
Eleventh and Thirteenth Avenues in the City of New
■ ork, together with the bulkhead between Twenty-second
and Twenty-third Streets, in front of said lots and the
lands under water adjacent thereto,
18
Also all the estate, right, title and interest of the Rail¬
road Company in and to certain piers, bulkheads and water
fronts in the said City of New York, that is to say: Piers
29, 30, 31 and 32 North River, with bulkheads between
Piers 30 and 31, 31 and 32, and half the bulkheads between
Piers 32 and 33; also the pier at the foot of West Twenty-
third street and bulkhead between Twenty-second and
Twenty-third streets; also the southerly one-half of the
»
pier at the foot of '• est Forty-ninth Street and the bulk¬
head adjoining the same. Also on the East River, Pier 8
and the portion of the bulkhead on the eastern side con¬
nected therewith; and also any and all other property,
real, personal or mixed, now or at any time hereafter
subject to said mortgage of the Railroad Company, dated
October 5th, 1878.
Also all the right, title and interest of the Railroad
Company under and to a certain indenture of lease dated
April 30, 1883, between the New York, Pennsylvania and
Ohio Railroad Company and the party of the first part
hereto, of the railroad and property of said New York,
Pennsylvania and Ohio Railroad Company, subject to the
rents, conditions and covenants in said lease set forth;
reserving, however, to the Railroad Company power to
agree to any modification of the said lease whereby the
rental shall be diminished, or which shall be approved of
in writing by the Trustee.
Also all other leaseholds, leases, rights under leases or
under contracts, covenants and agreements, terms or parts
of terms, now owned or hereafter acquired by the Rail¬
road Company or to which the Railroad Company now is,
or shall at any time hereafter become entitled; and all loco-
19
inotive engines, cars and other rolling stock, equipment,
machinery, tools, implements, materials, furniture, and
all and all manner of franchises of every kind and descrip¬
tion, however derived and wherever situated, all and all
manner of real estate and interest therein, wherever such
real estate mav be situated, and all and all manner of
•j j
mixed and personal property of whatever nature or de¬
scription the same may be, at the date of these presents
owned or possessed by the said party of the first part, or
that may at any time hereafter, during the continuance
of this trust, be acquired by the said party of the first
part.
' And also all choses in action of every kind and descrip¬
tion, including bills receivable, book accounts, traffic bal¬
ances, all books of record and account of every kind and
description, all papers, maps, inventories and documents
in anywise referring or relating to the property and fran¬
chises hereby conveyed. And also all franchises and
property, and all personal rights or interests in franchises
or property of every kind and description, real or mixed,
and wherever the same may be situate, that may at any
time after the date of this indenture be acquired by or for
the said party of the first part, all of which it is hereby
covenanted shall enure by way of accretion to the benefit
and advantage of the said party of the second part, Tms-
tee, and by way of further and better security, subject,
however, to all and singular the hereinbefore mentioned
and recited liens and incumbrances upon the premises
herein and hereby conveyed.
And also all the rents, issues, profits, tolls, interest and
other income of the said railways, property and fran¬
chises.
20
Subject, nevertheless, as to said premises, or a part
thereof, to the several mortgages or deeds of trust herein¬
before recited according to the tenor and effect of said
several mortgages and deeds of trust respectively.
And this Indenture further witnesseth, that the
Railroad Company has assigned, transferred and pledged,
and by these presents doth assign, transfer and pledge
*
to the Trustee all the following described shares of stock
viz.:
1. Two thousand Shares of the Capital Stock of the Ber¬
gen County Railroad Company, of the par value of
one hundred dollars each (being the entire Capital
Stock of said Company).
2. Eight thousand Shares of the Capital Stock of the
Long Dock Company, of the par value of one hun¬
dred dollars each (being the entire Capital Stock of
said Company).
3. One thousand two hundred and fifty Shares of the
Capital Stock of the Buffalo Creek Railroad Com¬
pany, of the par value of one hundred dollars each
(the total issue being $250,000).
4. Six thousand and forty Shares of the Capital Stock of
the New York, Lake Erie and Western Docks and
Improvement Company, of the par value of one
hundred dollars each (being the entire Capital Stock
of said Company).
5. Fourteen thousand eight hundred Shares of the Capital
Stock of the Erie and Wyoming Valley Railroad
Company, of the par value of fifty dollars each (the
total issue being $1,500,000).
21
6. I wo thousand five hundred Shares of the Capital Stock
of the Newark and Hudson Railroad Company, of
the par value of one hundred dollars each (being the
entire Capital Stock of said Company).
7. Two hundred and ninety-two Shares of the Capital
Stock of the Suspension Bridge and Erie Junction
Railroad Company, of the par value of one hundred
dollars each (the total issue being $500,000).
8. Forty-one thousand nine hundred and nine Shares of
the Capital Stock of the Jefferson Railroad Com¬
pany, of the par value of fifty dollars each (the
total issue being $2,096,050).
9. Twenty-one thousand eight hundred and ninety-nine
Shares of the Capital Stock of the Buffalo, Brad¬
ford and Pittsburgh Railroad Company, of the par
value of one hundred dollars each (the total issue
being $2,286,400).
10. One thousand six hundred Shares of the Capital
Stock of the Middletown and Crawford Railroad
Company, of the par value of fifty dollars each (the
total issue being $122,200).
(These shares, for the purpose of redemption
under this mortgage, are valued at par.)
11. One thousand Shares of the Capital Stock of the
Chicago and Erie Railroad Company, of the par
value of one hundred dollars each (being the entire
Capital Stock of said Company).
12. One thousand Shares of the Capital stock of the
Pavonia Perry Company, of the par value of one
22
hundred dollars each (being the entire Capital Stock
of said Company).
18. Five hundred Shares of the Capital Stock of the Erie
International Railway Company, of the par value
of one hundred dollars each (being the entire
Capital Stock of said Company).
14. Three hundred and seventy-five Shares of the Capital
Stock of the Conesus Lake Railroad Company, of
the par value of fifty dollars each (being the entire
Capital Stock of said Company).
These shares, for the purpose of redemption
under this mortgage, are valued at par.)
15. One hundred and sixty-one Shares of the Capital
Stock of the Nyack and Northern Railroad Com¬
pany, of the par value of one hundred dollars each
(the total issue being $74,800).
10. Four hundred and eight Shares of the Capital Stock
of the New Jersey and New York Railroad Com¬
pany, of the par value of one hundred dollars each
(the total issue being $2,228,600).
17. Two hundred Shares of the Capital Stock of the New
York and Greenwood Lake Railway Company, of
the par value of fifty dollars each (the total issue
being $100,000).
18. Fifty-nine Shares of the Capital Stock of the Union
Steamboat Company, of the par value of one hun¬
dred dollars each (the total issue being $1,000,000).
And the Railroad Company covenants that it will
deliver or cause to be delivered to the Trustee the certifi-
23
cates for the said shares of stock, with proper instruments
of assignment and powers of attorney to enable the
Trustee to cause said shares to be transferred to its own
name; and until delivery to the Trustee of the certificates
for said shares as aforesaid, the Trustee shall reserve
bonds to be issued under this Indenture as provided in
Siibdivision B of Article I. hereof.
And inasmuch as the foregoing shares of stock are now
pledged with various creditors of the Railroad Com¬
pany, as security for loans made to it and paît of the
proceeds of the bonds to bo certified and delivered
under Subdivision B of Article I. of this Indenture, are
to be used and applied in acquiring possession of said
shares and the rights of the pledgees therein, it is agreed
that all the rights of the creditors of the Railroad Com¬
pany from whom said shares of stock or any of them
shall be acquired, shall be transferred to and vested in the
Trustee hereunder, and that the Trustee shall acquire a
first and paramount lien upon all of said shares of stock
so acquired or taken up and the dividends and income
thereon.
And this Indenture further witnesseth, that the
Railroad Company has assigned and by these presents doth
assign to the Trustee, all its right, title and interest in or
to the following shares of stock and bonds now deposited
with and held by The United States Trust Company of
New York as Trustee under said trust deed dated Novem¬
ber 1, 1882, for the security of said issue of Collateral
Trust Bonds of the Railroad Company, viz.:
1. Ten thousand Shares of the Capital Stock of the
Hillside Coal and Iron Company, of the par value
of one hundred dollars each (being the entire Cap¬
ital Stock of said Company).
24
2. Ten thousand Shares of the Capital Stock of the
Blossburg Coal Company, of the par value of one
hundred dollars each (being the entire Capital Stock
of said Company).
3. Five thousand Shares of the Capital Stock of' the
Northwestern Mining and Exchange Company, of
the par value of one hundred dollars each (being
the entire Capital Stock of said Company).
4. Nine thousand nine hundred and forty-one Shares of
the Capital Stock of the Union Steamboat Company,
of the par value of one hundred dollars each (the
total issue being $1,000,000, the remainder $5 900
owned by the New York, Lake Erie and Western
Railroad Company, outside the Collateral Trust).
5. Five thousand seven hundred and fifty-nine Shares of
the Capital Stock of the Buffalo, New York and Erie
Railroad C ompany, of the par value of one hundred
dollars each (the total issue being $950,000).
6. Two hundred and fifty Bonds of the Newark and Hud¬
son Railroad Company for the sum of one thousand
dollars each, dated the first day of September, 1871,
payable on the first day of September, 1901, bear¬
ing interest in the meantime at seven (7) per cent,
per annum, payable semi-annually on the first days
of March and September In each year, and num¬
bered as follows, viz. :
Nos. 1 to 200, both inclusive,
Nos. 201 to 250, both inclusive,
being the total issue of bonds of said Company
secured by said mortgage, bearing date the twen-
25-
tieth day of September, 1871, executed by said Com¬
pany to H. N. Otis as Trustee.
(These bonds, for the purposes of redemption
under this indenture, are valued at par.)
7. Six hundred and forty-nine Bonds of the Paterson and
Newark Railroad Company, dated the first day of
January, 1868, and now past due and bearing
interest at the rate of seven (7) per cent, per annum,
payable semi-annually on the first days of January
and July in each year, and numbered as follows:
Nos. 1 to 297, both inclusive, of $1,000 each;
Nos. 299 to 350, both inclusive, of $1,000 each;
Nos. 351 to 650, both inclusive, of $500 each,
and being virtually the total issue of bonds of said
Company, secured by mortgage bearing date the first
day of January, 186S, executed by said Company to
W. C. Rushmore and C. Walsh, as Trustees, the
remaining bond having been lost and redeemed by
the Company on a Bond of Indemnity.
(These bonds, for the purposes of redemption
under this indenture, are valued at par.)
8. One hundred and eighty-five Bonds of the Buffalo,
Bradford and Pittsburgh Railroad Company, for
the sum of one thousand dollars each, dated the
first day of January, 1865, payable on the first day
of January, 1896, and bearing interest in the mean¬
time at the rate of seven (7) per cent, per annum,
payable semi-annually on the first days of January
and July in each year, numbered as follows:
No. 1 to No. 13, both inclusive,
No. 61 to No. 64, both inclusive,
20
No. 66 to No. 78, both inclusive,
No. 92 to No. 96, both inclusive,
No. 391 to No. 490, both inclusive,
No. 491 to No. 520, both inclusive,
No. 1439 to No. 1441, both inclusive,
Nos. 1443 and 1444,
No. 1465,
No. 1487 to No. 1496, both inclusive,
No. 1578 to No. 1581, both inclusive,
and being part of the series of bonds of said Com¬
pany, secured by mortgage, bearing date the first
day of January, 1865, executed by said Company
to Dorman B. Eaton, Trustee, and amounting to
$580,000.
(These bonds, for the purposes of redemption
under this indenture, are valued at par.)
9. One thousand nine hundred Bonds of the New York,
Lake Erie and Western Coal and Railroad Com¬
pany, for the sum of one thousand dollars each,
dated the fifteenth day of May, 1882, payable on
the first day of May, 1922, bearing interest in the
meantime at the rate of six (6) per cent, per annum,
payable semi-annually on the first days of May and
November in each year, and numbered as follows:
Nos. 1 to 1900, both inclusive,
being part of the series of bonds of said Company,
secured by mortgage bearing date the fifteenth day
of May, 1882, executed to the Metropolitan Trust
Company and John Low her Welsh, as Trustees, and
amounting to $3,000,000.
(These bonds, for the purposes of redemption
under this indenture, are valued at par.)
27
10. Six hundred and four Bonds of the New York, Lake
Erie and Western Docks and Improvement Com¬
pany, for the sum of one thousand dollars each,
dated the first day of June, 1883, payable on the
first day of July, 1913, bearing interest in the mean¬
time at the rate of six (6) per cent, per annum,
payable semi-annually on the first days of Jan¬
uary and July, in each year, and numbered as fol¬
lows:
Nos. 1001 to 1604, both inclusive,
being part of the series of bonds of said Company,
secured by mortgage bearing date the first day of
June, 1883, executed to the Farmers' Loan and
Trust Company as Trustee, and amounting to
$4,000,000.
(These bonds, for the purposes of redemption
under this indenture, are valued at par.)
11. Four hundred and thirty-eight Bonds of the New
York and Greenwood Lake Railway Company for
the sum of one thousand dollars each, numbered
from No. 348 to 775, both inclusive, and from No.
335 to 314, both inclusive.
One Bond of the said Company for the sum of five
hundred dollars, numbered 871.
Two Bonds of said Company for the sum of one hun¬
dred dollars each, numbered 1120 and 1139,
and Scrip Certificate, No. 204, for the sum of $4.82.
All of said bonds of the New York and Green¬
wood Lake Railway Company bear date the thirtieth
day of November, 1878, are payable on the thirtieth
day of November, 1908, and bear interest in the
meantime at the rate of six (6) per cent, per annum,
2 8
payable semi-annually on the first days of April and
October in each year, and form part of the series of
bonds of said Company secured by its first mortgage
of date the thirtieth day of November, 1878, ex¬
ecuted by said Company to E. F. Bedell and C. G.
Barber, as Trustees, amounting to $900,000.
(The bonds and scrip aforesaid, for the purposes
of redemption under this indenture, are valued
at par.)
The following second mortgage bonds and scrip of
the said New York and Greenwood Lake Rail¬
way Company are included in this deed of trust,
only vrith a view of securing the control of said
Company, and are to be surrendered to the Rail¬
road Company upon its redemption of the first mort¬
gage bonds and scrip aforesaid, in case it shall elect
so to do, namelv :
> «/
Three hundred and eighty-two Bonds for the sum of
one thousand dollars each, numbered as follows:
Nos. 1019 to 1218, both inclusive.
Nos. 1305 to 1482, both inclusive.
Nos. 69 and 70, and Nos. 512 and 513.
Four Bonds of said Company for the sum of one hun¬
dred dollars each, numbered from No. 1919 to 1952,
both inclusive,
and Scrip Certificate No. 56 for the sum of forty-
two cents.
AU of said second mortgage bonds bear the date
the thirtieth day of November, 1878, are payable on
the thirtieth day of November, 1908, and bear inter¬
est at the rate of six (6) per cent, per annum, pay¬
able semi-annually on the first days of May and
29
November in each year, and form part of the series
of bonds of said Company secured by its second
mortgage of date the thirtieth day of November,
1878, executed by said Company to W. L. Raymond
and E. D. Hammond, as Trustees, amounting to
$1,800,000.
And the Railroad Company hereby authorizes and em¬
powers the Trustee, upon redemption of said shares of
stock and bonds, or any of them, by satisfaction of said
trust deed dated November 1, 1882, securing the same, or
upon redemption of any part thereof, in accordance with the
provisions of said trust deed, to take possession of and hold
upon the trusts herein declared the said bonds and shares
of stock and, as attorney in fact of the Railroad Company
to cause said shares to be transferred to the Trustee here¬
under; and the Railroad Company covenants and agrees
that it will execute and deliver to the Trustee such further
powers of attorney and instruments of assignment and
transfer as the Trustee may reasonably require for that
purpose.
And this indenture further witnesseth, that the
Railroad Company has assigned, and by these presents
doth assign to the Trustee all its right, title and interest
in or to the following shares of stock and bonds now de¬
posited with the Farmers' Loan and Trust Company as
security for the performance of the covenants of the
above mentioned lease of the New York, Pennsylvania
and Ohio Railroad Company, viz. :—
Five thousand shares of the capital stock of the Pater-
son, Newark and New York Railroad Company, of the
par value of $50 each (being the entire capital stock of
said company).
80
Four thousand seven hundred shares of the capital
stock of the Suspension Bridge and Erie Junction Railroad
Company, of the par value of $100 each (the total issue
being $500,000);
Thirty-five bonds of the Suspension Bridge and Erie
Junction Railroad Company for the sum of $1,000 each,
dated the first day of July, 1810, payable on the first
day of July, 1900, and bearing interest in the meantime
at the rate of seven per cent, per annum, payable semi¬
annually on the first days of January and July in each
year, and numbered as follows: Nos. 496 to 519, both in¬
clusive, Nos. 821 to 831, both inclusive, and being part of
the series of bonds of said Company secured by mortgage
bearing date the first day of July, 1870, executed by said
Company to H. N. Otis, as Trustee, amounting to
$1,000,000.
(These bonds for the purposes of redemption under
this indenture are valued at par.)
And the Railroad Company hereby authorizes and em¬
powers the Trustee to take possession of and hold, upon
the trusts herein declared, the said shares of stock and
bonds, and as attorney in fact of the Railroad Company to
cause said shares to be transferred to the Trustee here¬
under whenever said shares of stock and bonds, or any
of them, shall be released from the said deposit; and the
Railroad Company covenants and agrees that it will exe¬
cute and deliver to the Trustee such further powers of
attorney and instruments of assignment and transfer as
the Trustee may reasonably require for that purpose.
To Have and to Hold the said premises, including
said railways, stocks, bonds and other property, rights
and franchises unto the said Trustee and its lawful suc¬
cessors and assigns forever.
31
But in Trust, Nevertheless, for the equal pro rata
benefit and security of all and every the holders of the said
bonds issued, and to be issued hereunder, as well those
to be first issued as those which may hereafter be issued
in accordance with the provisions of this indenture, with¬
out preference, priority or distinction as to lien, or other¬
wise, of any over the others, by reason of priority in time
of issuing or negotiating the same, and so that all of said
bonds issued, and to be issued, as aforesaid, shall have the
same rights, lien and privileges under this mortgage and
shall all be ratably secured hereby with like effect as if they
had all been made, executed, delivered and negotiated sim¬
ultaneously, and for the same consideration at the date
hereof; it being intended that the lien and security of all
the said bonds shall take effect from the date of the execu¬
tion and delivery of this mortgage or deed of trust, whether
the same shall actually be sold or disposed of at such date,
or at some later date, and that the lien and security of this
mortgage or deed of trust shall take effect from the date
of execution and delivery hereof, as though all of said
bonds were actually sold and delivered to and in the hands
of innocent holders for value upon such date, and shall in
no manner be altered, impaired or prejudiced by the crea¬
tion of subsequent deeds or mortgages by the Railroad
Company, its successors or assigns, or by judgments or
liens in any form in favor of creditors of the Railroad
Company.
And it is hereby expressly covenanted and agreed by
and between the parties hereto, the Railroad Company
covenanting for itself and for its successors and assigns
and the Trustee covenanting for itself and its successors
or successor in the trust hereby created, that the said
premises and property hereby conveyed, assigned and
82
mortgaged are to be held by the Trustee upon the further
trusts, uses, conditions and covenants hereinafter set forth,
and the Railroad Company covenants and agrees with
the Trustee and with the respective holders, from time
to time, of the said bonds and coupons as follows, that is
to say:
Article I.—The bonds to be issued under this indenture,
and to be secured thereby, shall from time to time be exe¬
cuted by the Railroad Company and delivered to the Trustee
to be certified by it, and the Trustee shall certify and redeliv¬
er the sa me to the Railroad Company, or to its order, subject
to the limitations and conditions contained in this article,
and not otherwise. Only such of said bonds as shall be
certified by the Trustee by signing the certificate endorsed
thereon shall be secured by this indenture or entitled to
any lien or benefit thereunder; and such certificate of the
Trustee shall be conclusive evidence that the bonds so
certified have been duly issued hereunder and are entitled
to the benefit of the trust hereby created.
The amount of bonds which may be issued and out¬
standing at any time under this indenture, shall not exceed
$70,000,000 in the aggregate of the principal thereof; and
all such bonds at any time outstanding shall in all respects
be equally and ratably secured hereby without any prefer¬
ence, priority or discrimination for any cause.
All coupons maturing before the certification and re¬
delivery of bonds by the Trustee shall be cut off and
cancelled by the Trustee, and no registered bond shall
bear interest from a date preceding the first day of June or
December next preceding the date, certification and
delivery thereof.
No bonds shall be certified and delivered by the Trustee
(except in exchange for other bonds as hereinafter pro-
OS
iju
vided), in case the Railroad Company shall at the time be
in default in the payment of interest or principal on any
of the bonds secured hereby.
The Railroad Company covenants that it will not issue,
negotiate, sell, or otherwise dispose of the bonds to be
issued under this indenture in any manner other than in
accordance with the provisions of these presents, and that
it shall and will well and truly apply, or cause to be ap¬
plied, the said bonds, or the proceeds thereof, to and
for no other purpose than the purposes herein con¬
templated.
The bonds intended to be secured hereby shall from time
to time be executed by the Railroad Company and deliv¬
ered to the Trustee to be certified by it, and shall be certi¬
fied and delivered by the Trustee to the Railroad Company,
or upon its written order, as follows and not other¬
wise, viz.:
A. Of the bonds to be issued under and secured by this
indenture there shall be reserved bonds to the amount of
$±4,649,60S, for the purpose of exchange for the following
bonds of the Railroad Company now outstanding, viz. :
Reorganization First Lien Bonds, issued under
said Mortgage, dated October 5, 1878, amounting
to $2,500,000.
New Second Consolidated Mortgage Bonds, issued
under said mortgage, dated October 5,1878, amount¬
ing to $25,000,000.
Second Consolidated Mortgage Funded Coupon
34
Bonds, issued under said mortgage or trust deed,
dated October 5, 1878, amounting to $^,597,400.
Funded Coupon Bonds of 1885, issued under the
trust deed dated October 1, 1885, amounting to
$4,031,400.
Collateral Trust Bonds, issued under the trust deed
dated November 1, 1882, amounting to $3,344,000.
Non-cumulative Income Bonds, dated October 5,
1878, amounting to $508,008.
For any and all of said outstanding bonds that shall be
from time to time acquired by the Railroad Company by
purchase, exchange or otherwise, and deposited with the
Trustee as hereinafter in this Article provided, together
with all coupons not matured at the time of such deposit
and also any overdue coupons then in default, the Trustee
shall, upon request of the Railroad Company, certify and
deliver to it, or to its order, the following amounts of the
bonds reserved as aforesaid, viz.:
For each $1,000 of principal of said Reorganiza¬
tion First Lien Bonds, $1,000 of bonds secured here¬
by at par.
For each $1,000 of principal of said New Second
Consolidated Mortgage Bonds, or Second Consoli¬
dated Mortgage Funded Coupon Bonds, $1,000 of
bonds secured hereby at par.
For each $1,000 of principal of said Funded Cou¬
pon Bonds of 1885, $1,000 of bonds secured hereby
at par.
For each $1,000 of principal of said Collateral
Trust Bonds, $1,200 of bonds secured hereby at par.
35
For each $1,000 of principal of said Non-cumula¬
tive Income Bonds, $1,000 of bonds secured hereby
at par.
Whenever any of said bonds are acquired by the Rail¬
road Company by purchase, exchange or otherwise, said
bonds and the security therefor shall not be cancelled or
satisfied, but said bonds and the security therefor shall
remain in full force and effect; and said bonds shall be
registered in a book to be kept for that purpose by the
Railroad Company as the property of the Trustee, and
shall be deposited with the Trustee and stamped with
the words:
4'Not negotiable. This bond has been deposited
with the Farmers' Loan and Trust Company, Trustee,
pursuant to the provisions of the mortgage or
deed of trust, dated March 2d, 1891, executed to it
by the The New York, Lake Erie and Western
Railroad Company."
All such bonds shall be held as additional security for
the payment of the principal and interest of the bonds
issued and to be issued under this Indenture.
In case the Railroad Company shall pay and cancel or
cause to be paid and canceled any of said Reorganiza¬
tion First Lien Bonds, or said Collateral Trust Bonds, or
said Funded Coupon Bonds of 1885, with all the unpaid
coupons thereon (other than such of said bonds as may
have been deposited with the Trustee in exchange for bonds
issued hereunder, or as may have been otherwise acquired
in accordance with the provisions of this indenture), the
Trustee shall certify and deliver to the Railroad Com¬
pany bonds secured hereby and reserved, as aforesaid, at
36
the same rate as if such Reorganization First Lien Bonds,
or Collateral Trust Bonds, or Funded Coupon Bonds of
1885, so paid and canceled, had been purchased by the
Railroad Company and deposited with the Trustee, but
in case of payment or cancellation of Collateral Trust
Bonds, the Trustee shall certify and deliver bonds secured
hereby and reserved, as aforesaid, only upon deposit with
the Trustee hereunder of the stocks or bonds the proceeds
of which were offered to such payment or cancellation.
Any shares of stock, bonds or other securities redeemed
or released from said trust deed of November 1st, 1882, by
the cancellation of said Collateral Trust Bonds shall
become subject to the provisions of this indenture and
any coupons redeemed or released from said trust deed of
October 1st, 1885, shall be deposited with the Tiustee,
subject to the trusts of this indenture, unless such coupons
shall be canceled, according to the provisions of said trust
deed.
It is declared and agreed that nothing herein contained
shall be construed as conferring upon the holders of any
of said bonds of the Railroad Company now outstanding
any right to demand the exchange of their bonds for
bonds secured hereby, or other right whatsoever under
this indenture, or as creating any lien or trust in their
favor.
B. The Trustee shall certify and deliver to the Railroad
Company, or to its order, additional bonds secured hereby
to the aggregate amount of $9,915,208, par value, from
time to time and at any time, as follows: Upon delivery
to the Trustee of the certificates, duly endorsed for trans¬
fer, representing all the shares of stock of any of the
respective classes specified in the following list to the
37
amounts designated (which certificates the Railroad Com¬
pany has hereinbefore agreed to deliver to the Trustee),
the Trustee shall certify and deliver to the Railroad Com¬
pany, or to its order, an amount of said additional bonds
secured hereby equal at par to the amount set opposite
such shares respectively in said list, or a ratable amount of
said bonds in case of the delivery to the Trustee of part of
such shares. Said list is as follows:
Amount of bonds
Name of slock and number of shares delivered. to be certified
and delivered.
2,000 shares of the Bergen County Railroad
Company ... $500,000
8,000 shares of the Long Dock Company 1,500,000
1,250 shares of the Buffalo Creek Railroad
Company 750,000
0,040 shares of the New York, Lake Erie and
Western Docks and Improvement Com¬
pany 1,208,000
14,800 shares of the Erie and Wyoming Val¬
ley Railroad Company 740,000
2,500 shares of the Newark and Hudson Rail¬
road Company 500,000
292 shares of the Suspension Bridge and Erie
Junction Railroad Company 100,000
41,909 shares of the Jefferson Railroad Com¬
pany 1,692,000
21,899 shares of the Buffalo, Bradford and
Pittsburgh Railroad Company.-.. 150,000
1,600 shares of the Middletown and Crawfoïd
Railroad Company 160,000
1,000 shares of the Chicago and Erie Railroad
Company 1,000,000
38
Amount of bonds
Name of stock and number of shares delivered. to be certified
and delivered.
1,000 shares of the Pavonia Ferry Companj _ $1,000,000
500 shares of the Erie International Railway
Company 150,000
375 shares of the Conesus Lake Railroad
Company 375,000
161 shares of the Nyack and Northern Rail¬
road Company 20,000
408 shares of the New Jersey and New York
Railroad Company - 40,208
200 shares of the New York and Greenwood
Lake Railway Company 10,000
59 shares of the Union Steamboat Company. 20,000
The Trustee shall, upon request of the Railroad Com¬
pany, execute and deliver to it or to its order, in lieu
of any of the $9,915,208 of bonds which may be certified
and delivered as provided in this subdivision, convertible
bond certificates for the sum of $250 each, in such form as
the Railroad Company shall approve, entitling the bearer,
upon surrender to the Trustee of such certificate, together
with other similar certificates in sums of $1,000 or mul¬
tiples thereof, to receive a like amount of the bonds in
lieu of which such certificates were issued; and all such
certificates shall be cancelled when surrendered.
C. The remainder of the bonds secured hereby, amount¬
ing in the aggregate to $15,435,184, shall be reserved and
shall be certified and delivered by the Trustee to the Rail¬
road Company, from time to time, only upon resolutions of
39
the Board of Directors of the Railroad Company, specifying
that said bonds or their proceeds shall be set aside, separate
and apart from all other assets and funds of the Railroad
Company, and shall be used only for one or more of the
following purposes (or to reimburse the Railroad Company
for expenditures made by it out of other funds for one or
more of such purposes), viz. :
(a.) The construction or acquisition after December 1st,
1893, of branch lines or extensions, additional main track
or side track, depots, stations or other buildings, bridges,
elevators, docks, warehouses, shops or other betterments
of the railroads and property now or hereafter subject to
the lien of this indenture, or of the railroad or property of
any other company, of which at least a majority of the
stock shall at the time be subject to the lien of this in¬
denture, or the acquisition after December 1st, 1893, of
additional locomotives, cars, steamboats, ferry-boats or
other equipment, for use upon the premises hereby mort¬
gaged.
(6.) The acquisition or payment of bonds of any of the
issues hereinbefore recited secured by mortgages upon the
railroad of the Railroad Company (or part thereof) prior
in lien to said Reorganization First Lien Bonds issued
under said mortgage dated October 5, 1878.
(c.) The acquisition or retirement of the car trust
or equipment obligations existing on the first day of
December, 1893, under the following car or equipment
trusts, viz.:
40
Car Trait of New York, SerieB C, Dated Sept. 1st, 1880. .3,000 Freight Cars & 35
Looomotives...
$606,000 00
do do ••
I>,
do
Aug.
1st, 1881. .1,889 Freight Cars & 10
Locomotives...
467,000 00
do do «'
E,
do
do .. 1,000 Freight Cars
207,000 00
do do "
F,
do
Nov.
1st, 1882. .1,750 Freight Cars k 25
Locomotives...
720,000 00
do do "
G,
do
Jany.
, 1st, 1883. .5,450 Freight Cars & 20
Passenger Cars.
1,737,000 00
New York Car Trust of 1888
Jany.
1st, 1888..1,000 Coal Cars
130,000 00
Erie Elevator Co
do
Jany. 19th, 1888.. 400 Freight Cars ....
50,908 00
do
do
Mar.
15th, 1890.. 130 do
43,192 50
Northern R. R. of New Jersey
• *
do
Dec.
8th, 1887.. 20 Passenger Cars...
16,388 34
do do
• *
do
Sept.
21st, 1890.. 20 do
69,708 78
N. Y. & Greenwood Lake Ry. Co.
do
Dec.
12th, 1887.. 10 do
25,000 00
Wyoming Car Trust
do
Oct.
1st, 1889..1,000 Coal Cars
180,000 00
Baldwin Locomotive Works..
• •
do
Sept. 16th, 1891.. 45 Freight Loco'....
296,607 50
do do
• •
do
Jany.
2d, 1892.. 5 Comp. do ....
45,837 50
do do
i • •
do
Oct.
8th, 1893.. 51 Locomotives
569,395 00
Pullman Palace Car Co........
do
Aug.
1st, 1892.. 12 Passenger Cars...
66,145 57
do do
do
April
1st, 1893.. 8 do
62,828 82
Michigan Peninsular Car Co..
• •
do
Jany.
23d. 1893. .1,000 Freight Cars
494,285 72
Wickes Refrigerator Car Co..,
do
Aug.
1st, 1392.. 400 Refrigerator Cars.
262,200 00
Wason Manufacturing Co
do
Nov.
1st, 1992.. 35 Passenger Cars...
208,250 00
Wells, Fargo & Co
do
July
20th, 1892.. 5 Express Cars
7,825 00
$6,256,612 73
(d.) The acquisition after December 1st, 1893, of stock
or first mortgage bonds of any other railroad, transporta¬
tion, warehouse, dock or terminal company, provided,
however, bonds so reserved or their proceeds shall be used
for the acquisition of bonds or stock of any such other
company only in case a majority of the entire capital
stock of such other company or of the entire authorized
issue of its first mortgage bonds shall be acquired and
deposited with the Trustee, subject to the lien of this
indenture or shall at the time be subject thereto.
All such property acquired by the Railroad Company
shall immediately become subject to this indenture, and
all instruments and conveyances required by the Trustee
41
for better assurance of the title thereto in the Trustee
shall be executed by the Railroad Company, and all
stocks, bonds or other securities so acquired shall be
forthwith deposited with the Trustee as additional secur¬
ity for the bonds issued and to be issued hereunder.
Ï he Railroad Company further covenants and agrees
that whenever any portion of the bonds reserved under
this subdivision, or their proceeds, shall be applied for the
acquisition of additional locomotives, cars, steamboats or
to provide other equipments for the Railroad Company,
or for betterments by building or replacing the railways
subject to said mortgage dated October 5, 1878, or their
appurtenances and equipments, or any part thereof, or for
taking up or retiring any obligations (other than mortgage
bonds) incurred by the Railroad Company for any of said
purposes, since October 5, 1878, or hereafter incurred by the
Railroad Company, it, the Railroad Company, will execute
and deliver to the Trustee hereunder its notes to an amount
equal to the par amount of the bonds which (or the pro¬
ceeds of which) shall have been so applied, payable on
demand, with interest at the rate of five per cent, per
annum until paid; but such notes shall be collected by the
Trustee only as hereinafter provided in Article VI. of this
indenture. The Railroad Company shall cause the title to
any such additional locomotives, cars, steamboats or other
equipments to be transferred to the Trustee, and it is
agreed that the same shall not vest in the Railroad Com¬
pany until such notes shall have been fully paid, and the
Railroad Company shall cause all necessary instruments
to be executed for that purpose.
It is the intention hereof that any and all the car trust
or equipment obligations taken up or retired with the
bonds reserved under this subdivision (C), or their pro¬
ceeds shall, so far as may be, be kept alive and be trans¬
ferred to and held by the trustee for the further security
of the holders of the bonds issued hereunder, and the
Railroad Company covenants and agrees that it will,
whenever practicable, cause said obligations to be trans¬
ferred and delivered to the Trustee hereunder, and that
its liability to pay any such car trust or equipment
obligations which shall be so taken up or retired shall
remain in full force and the right to enforce the same
shall vest in the Trustee hereunder, whether the lien
or charge of such obligations upon the cars or other
equipment for which they were issued shall continue in
force or not.
The bonds mentioned in this subdivision shall, how¬
ever, be certified and delivered only subject to the fol¬
lowing limitations and conditions, and not otherwise, viz. :
(First.) Of the bonds reserved under this subdivision
the Trustee shall certify and deliver bonds to an amount
not exceeding $1,000,000 par value, for each calendar year
from November 30th, 1893, subject to the limitations and
conditions hereinafter provided in clause second of this
subdivision and additional bonds to an amount not ex¬
ceeding $500,000 par value in any such calendar year,
subject to the limitations and conditions hereinafter pro¬
vided in clause third. In case less than $1,000,000 of
bonds shall be certified and delivered in any year pursuant
to said clause second, the portion of the $1,000,000 remain¬
ing unissued for that year shall be added to the amount
which may be issued under said clause second in subse¬
quent years, but if less than $500,000 of bonds shall be
43
certified and delivered in any calender year, pursuant to
said clause third, the amount of bonds which may be
certified under said clause third in any ensuing year
shall not be increased thereby. The first calendar year
within the meaning of this subdivision shall be taken
to be the year ending November 30, 1894, and each suc¬
ceeding calendar year shall commence on the 1st day of
December and end on the following 30th day of Novem¬
ber.
{Second.) The Trustee shall certify and deliver the first
$1,000,000 par value of the bonds reserved under this sub¬
division (C), at any time upon a resolution or resolutions
of the Board of Directors of the Railroad Company,
as above stated; but after the first $1,000,000 of said
bonds shall have been so certified and delivered the
Trustee shall certify and deliver further bonds on account
of the bonds to the amount of $1,000,000 per annum,
which may be certified under this clause, only from time to
time, in such amounts as such resolutions shall specify,
but not more than $1,000,000 par value of such bonds at
any one time; and before certifying and delivering any
further bonds the Trustee shall in each instance re¬
quire the Railroad Company to furnish, in addition to
such resolution, a verified certificate or certificates of
a person or persons cognizant of the facts, stating (a)
that all bonds which shall have been certified and de¬
livered under this clause since the last previous veri¬
fied certificate, and their proceeds, have been used for said
purposes or some one or more of them, or to reimburse the
Railroad Company as aforesaid; (6) the amount of bonds
certified and delivered under this clause which have been
actually used, or the proceeds of which have been actually
44
expended for any of said purposes, or to reimburse the
Railroad Company as aforesaid, since the date of the last
certificate furnished under this clause, specifying the new
lines of railroad, or tracks, structures or other betterments
constructed or acquired, or other new property acquired or
the car trust or equipment obligations taken up or acquired
with such bonds or their proceeds (describing the same
sufficiently for identification), and the amount of bonds
which, or the proceeds of which, have been used and the
amount of the cash expenditures made, for each such
purpose; (c) that the price paid in bonds or their proceeds
for such construction or acquisition was not in excess of
the fair value of the work done or property acquired, and
that the bonds included in such certificate were sold,
disposed of or otherwise accounted for at not less than
their fair value.
In case any of said bonds or their proceeds shall have
been used for the acquisition of new property by the
Railroad Company, said certificates shall further state
whether the property so acquired is subject to any lien
or charge prior to this indenture (excepting always the
hereinbefore recited mortgages so far as any of them
may attach thereto), and shall specify the amount of
such prior lien or charge (if any), and in case any of said
bonds or their proceeds have been used for the acquisition
of bonds or of a majority of the capital stock of any other-
railroad, transportation, dock or terminal company, such
certificate shall state whether the property of such other
company whose bonds are so acquired is subject to any
lien or charge prior to the lien or charge securing
such bonds, and whether the company, a majority of
whose capital stock was acquired, is indebted in any
amount or its property is subject to any lien or charge,
45
specifying in each instance the amount thereof. The
Trustee shall, in every such case, deduct and reserve
from the amount of bonds which the Railroad Com¬
pany would then or next thereafter be entitled to receive
as aforesaid, an amount of bonds equal at par to the
amount of the prior liens, charges and indebtedness, as
the case may be, so certified; provided, however, that no
bonds shall in any instance be deducted and reserved as
aforesaid on account of any such prior liens, charges or
indebtedness which may be held by or transferred to the
Trustee hereunder, and the bonds so deducted and re¬
served shall be set apart and be certified and delivered
only as follows, viz.: whenever the Railroad Company
shall furnish to the Trustee a verified certificate and state¬
ment similar to that hereinbefore provided for, to the
effect that all or any specified amount of the prior liens,
charges or indebtedness on account of which bonds have
in any instance been deducted and reserved, as aforesaid,
have been transferred to the Trustee or discharged, the
Trustee shall certify and deliver to the Railroad Company
bonds to an amount equal at par to such prior liens,
charges or indebtedness so transferred or discharged out
of the amount of the bonds which were deducted and re¬
served in such instance on account thereof.
Every such certificate under this clause (second) shall
be accompanied by a written statement of the President
or Vice-President and of the x\uditor or Treasurer of the
Railroad Company that they believe that such certificate
is true, and that said bonds were used and the expendi¬
tures therein certified were made only for such purposes
as are properly chargeable to capital account of the Rail¬
road Company, and that no part thereof was used for
46
ordinary maintenance of the Railroad Company or for
such replacements or other purposes as are ordinarily
treated by railroad companies as a part of their operating
expenses.
There shall also be delivered to the Trustee, together
with said certificates and statements, such further in¬
struments and conveyances as may be necessary in order
to vest in the Trustee, as hereinbefore provided, any new
property acquired and also, so far as may be, any obliga¬
tions taken up or acquired with the said bonds or
their proceeds, and a written opinion of counsel of the
Railroad Company to the effect that such instruments
and conveyances are sufficient for that purpose, or that
no additional instrument or conveyance is necessary.
{Third.) If at any time or times in any calendar year the
Board of Directors of the Railroad Company shall by resolu¬
tion certify to the Trustee that the bonds which may be
certified and delivered in such calendar year under clause
second of this subdivision, as aforesaid, will not be sufficient
to meet the requirements of the Railroad Company in such
calendar year for the purposes hereinbefore specified, and
that additional bonds to a specified amount will be neces¬
sary for the purpose of enabling the Railroad Company to
take up or acquire any of the car trust or equipment obli¬
gations mentioned in this article, matured or maturing in
such year, or to reimburse the Railroad Company for pay¬
ments made therefor (including in the first calendar year
any such payments made after November 30th, 1893), and
that the additional bonds to the amount specified in such
resolution, or their proceeds, will be used solely for said
purposes and not otherwise, then the Trustee shall certify
and deliver to the Railroad Company additional bonds to
47
the amount called for in such resolution, not exceeding in
the aggregate $500,000 of such additional bonds in any one
calendar year; but, after bonds to the amount of $500,000
in the aggregate shall have been certified and delivered
under this clause, the Trustee shall, before certifying
and delivering any further bonds under this clause, re¬
quire the Railroad Company to furnish in each instance
in addition to such resolution a verified certificate and
statement in the form provided in the preceding clause
second hereof, covering all the bonds which shall have
been certified and delivered under this clause since the
date of the last certificate and statement furnished to the
Trustee, and such certificate shall further state that all
the bonds which were certified and delivered under this
clause for the acquisition or payment of such car trust
obligations since the date of the last certificate have been
duly so applied.
Such certificates and statements and opinion of counsel
of the Railroad Company shall be sufficient evidence to
the Trustee of any of said facts therein mentioned, and
shall be full warrant to the Trustee for the issue of bonds
as provided in this subdivision (C) on the faith thereof,
but the Trustee may in its discretion require such addi¬
tional evidence as it may deem reasonable.
D. Whenever any coupon bond or bonds amounting
to $1,000 or a multiple of $1,000, together with the
coupons relating thereto and unmatured, shall be sur¬
rendered for the purpose of being exchanged for registered
bonds without coupons, the Railroad Company shall
forthwith execute and deliver to the Trustee, and the
Trustee shall certify and deliver in exchange for such
coupon bond or bonds, a registered bond or bonds to an
48
equal amount, which registered bonds shall bear interest
at the same rate and accruing from the same date as the
coupon bonds surrendered. The Trustee shall in such
case forthwith cancel the bond or bonds and coupons sur¬
rendered, and deliver the same to the Railroad Company.
E. Whenever any registered bond or bonds without
coupons shall be surrendered for transfer, the Railroad
Company shall forthwith execute to the transferee and
deliver to the Trustee for certification, and the Trustee
shall certify and deliver new registered bonds to an equal
amount, upon surrender and cancellation of the bond or
bonds transferred, which new bond or bonds shall bear
interest at the same rate as the bond or bonds surrendered.
For any such transfer of registered bonds without coupons
the railroad may, at its option, make a charge not exceed¬
ing one dollar for each new registered bond issued in ex¬
change for any surrendered bond or bonds.
F. In case any of the bonds issued hereunder, with the
coupons thereto appertaining, become mutilated or de¬
stroyed, the Company may issue new bonds of like tenor
and date bearing the same serial numbers, and the officers
of the Company for the time being may sign and the
Trustees shall certify the same for delivery in exchange
for and upon cancellation of, the bonds so mutilated, or in
lieu of the bonds destroyed, upon filing with the Trustee
satisfactory evidence that such bonds were destroyed.
Until the bonds intended to be issued under and se¬
cured by this indenture can be engraved and printed, the
Railroad Company may execute and the Trustee shall
certify and deliver, in lieu of such bonds and subject to the
49
same provisions, limitations and conditions, temporary
bonds without coupons, in the principal sum of $1,000, or a
multiple of $1,000 each, but in other respects substantially
of the tenor of the bonds to be issued as hereinbefore
provided ; and the temporary bonds so issued shall be
entitled to the security of the bonds to be issued here¬
under. Upon surrender of such temporary bonds for ex¬
change, the Railroad Company shall issue and the Trustee
shall certify and deliver engraved bonds to the amount of
the temporary bonds surrendered, upon cancellation
of the latter.
Article II.—Whenever all of said Reorganization First
Lien Bonds, New Second Consolidated Mortgage Bonds
and Second Consolidated Mortgage Funded Coupon Bonds,
issued under the mortgage dated October 5, 1878, and said
Funded Coupon Bonds of 1885, shall have been either
deposited with the Trustee hereunder or paid or satis¬
fied, the Trustee may cancel all of said bonds deposited
with it, and cause said mortgage of the Railroad Company
dated October 5, 1S78, securing said bonds, to be satisfied
of record.
Whenever not less than ninety-eight per cent, in the
aggregate of all the outstanding bonds issued under said
mortgage dated October 5, 1878, and the mortgage or deed
of trust securing said Funded Coupon Bonds of 1885 shall
have been deposited with the Trustee subject to this
Indenture, the Trustee may, in its discretion, upon the
written request of the Railroad Company, cancel and
deliver to the Railroad Company all the deposited bonds
of said issues, without satisfaction of the mortgages
securing the same; provided, always, that no new bonds
can be issued under such mortgages.
50
The Railroad Company may with the consent of the
Trustee (which may be given at its discretion) use any
of said Collateral Trust Bonds which shall have been
deposited with the Trustee heieunder in redeeming any of
the stocks, bonds or other secuiities pledged with the
United States Trust Company as Trustee under the deed
of trust securing said Collateral Trust Bonds, in accord¬
ance with the provisions of said trust deed, provided that
the stocks, bonds or other securities so redeemed shall be
deposited with the Trustee hereunder, to be held as here¬
inbefore provided in case of the satisfaction of the deed of
trust securing said Collateral Trust Bonds or other re¬
demption of the stocks, bonds and other securities subject
thereto; and the Trustee hereunder may, upon the written
request of the Railroad Company, deliver any such
Collateral Trust Bonds to the Trustee under the trust
deed securing said Collateral Trust Bonds for cancellation
in exchange for any such stocks, bonds or other securities
redeemed at the rates and in the manner provided in said
trust deed.
In ease any of such Collateral Trust Bonds deposited
with the Trustee hereunder shall be drawn for redemption
and paid as provided in said trust deed securing the same,
the Trustee shall apply the money received in payment of
such bonds in purchasing other Collateral Trust Bonds at
not exceeding ten per cent, premium, and the bonds so
purchased shall thereupon be stamped and held in all
respects in the same manner as the bonds redeemed and
paid, and the Trustee shall certify and deliver to the Rail¬
road Company in exchange therefor bonds secured hereby
in all respects as though the Collateral Trust Bonds so
purchased had been acquired by the Railroad Company
and deposited with the Trustee under Subdivision A of
51
Article I.'hereof, provided that the bonds and stocks, the
proceeds of which were applied to the redemption of the
bonds held by the Trustee, shall have been deposited with
the Trustee hereunder; or, in case no bonds are offered
at not exceeding ten per cent, premium, then the
Trustee shall apply said money in redeeming stocks,
bonds or other securities from the trust deed securing
said Collateral Trust Bonds, in the manner therein pro¬
vided, and any stocks, bonds or other securities so
redeemed shall thereupon be deposited with and be held
by the Trustee hereunder in all respects as hereinbefore
provided in case of the redemption thereof by the Railroad
Company.
The right to vote at elections for directors of the Rail¬
road Company and at general meetings of its stockholders,
belonging to the respective holders of the reorganization
First Lien Bonds, New Second Consolidated Mortgage
Bonds, Second Consolidated Mortgage Funded Coupon
Bonds and any other bonds which shall be deposited or
pledged with the Trustee in exchange for bonds issued
under this indenture or otherwise, shall remain unim¬
paired and shall be vested in the Trustee as the holder of
said bonds; and the Trustee shall, from time to time,
cause said bonds to be registered in its name for voting
purposes. The Trustee for the time being under this in¬
denture, together with J. Pierpont Morgan and Louis
A. von Hoffman are hereby appointed voting trustees,
with power to direct the exercise, from time to time, of
such voting power whenever they or a majority of them
shall deem advisable, and in such manner as they or a
majority of them shall in their discretion deem judicious.
In case either of said voting trustees shall refuse to act,
or in case a vacancy shall be created among the voting
52
trustees by resignation or any other cause, sut!h vacancy
shall be filled by the two remaining voting trustees, by
an instrument in writing appointing a new voting trustee;
but a majority in interest of the holders of the bonds
issued hereunder and outstanding may at any time re¬
move any voting trustee and appoint a new voting trus¬
tee, by an instrument or concurrent instruments in writ¬
ing signed by such bondholders. Any new voting tiustee
so appointed to fill a vacancy or by the bondholders, shall
have and exercise all the powers of a voting trustee here¬
under as fully as if herein named.
The Trustee shall, from time to time, exercise its right
to vote upon such bonds, or issue its power of attorney to
a proxy to vote upon such bonds, in accordance with any
written instructions which may be given to the Trustee
by a majority in interest of the holders of the bonds
issued under this indenture at the time outstanding, and
in the absence of such written instructions by the bond¬
holders the Trustee shall exercise such right to vote upon
said bonds in such manner or execute its power of attorney
to such person as proxy to vote upon said bonds, as such
voting trustees or any two of them may, from time to
time, direct or approve of in writing. Whenever said
reorganization First Lien Bonds, New Second Consolidated
Mortgage Bonds, Second Consolidated Mortgage Funded
Coupon Bonds or other bonds deposited with the Trustee
shall be canceled as herein provided, the right to vote, as
now provided in said bonds, shall be vested in or secured
to the holders of the bonds issued under this indenture in
such manner as shall be agreed upon between such voting
trustees or a majority of them and the Railroad Company,
and as may then be authorized by law.
53
Artiche III.—So long as the Railroad Company is not
in default in the payment of any principal or interest upon
any of the bonds intended to be secured hereby, or in the
performance of any of the covenants or conditions of this
indenture, the Trustee shall from time to time, on demand
of the Railroad Company, cancel and deliver to it the
coupons for interest on any of said bonds of the
Railroad Company which shall have been deposited with
and be held by the Trustee hereunder, as and when such
coupons mature, provided the Railroad Company shall
not have made default in the payment of interest on
any other bonds of the same issue; and the Railroad Com¬
pany, not being in default as aforesaid under this inden¬
ture, shall be entitled to receive the interest on any other
bonds pledged with or assigned to the Trustee hereunder,
or which shall hereafter be so pledged or assigned, and the
Trustee shall deliver to the Railroad Company the cou¬
pons in its possession for such interest, as and when such
coupons mature, in order that such coupons may be col¬
lected by the Railroad Company for its own use and can¬
celled. The Railroad Company covenants that if any
such coupons, which shall be delivered to it for collection,
shall not be forth with collected and cancelled to the
satisfaction of the Trustee, the same shall be returned to
the Trustee and that such coupons shall be used for no
other purpose. The Trustee may in its discretion require
the Railroad Company to furnish satisfactory evidence of
such cancellation of coupons delivered to it.
So long as the Railroad Company is not in default in
the payment of any principal or interest upon any of the
bonds intended to be secured hereby, or in the perform¬
ance of any of the covenants or conditions of this inden¬
ture, the Railroad Company shall be entitled to receive
54
all dividends declared upon any shares of stock assigned
or which shall hereafter be assigned to the Trustee here¬
under, and shall be entitled to exercise the voting power
pertaining to said shares of stock for all purposes not in
conflict with the provisions or purposes of this indenture;
and the Trustee shall (unless the Railroad Company be in
default, as aforesaid), from time to time make, execute
and deliver to the Railroad Company or its nominee such
powers of attorney, proxies or other instruments as may
be necessary for that purpose, but all such powers of at¬
torney, proxies or other instruments shall be subject to
the restrictions specified in this indenture. So long as
the Railroad Company is not in default, as aforesaid, the
Trustee shall also from time to time, upon request of the
Railroad Company, assign and transfer so many shares of
the stock of said several companies as may be necessary
to qualify persons who may be chosen directors of said
companies, subject, however, to such arrangements as
the Trustee may in its discretion require for the protec¬
tion of the security of the bondholders under this inden-
«s
ture by pledge of the certificates for the shares so trans¬
ferred or otherwise.
The Trustee may, and if requested by the Railroad
Company shall, consent to the extension or renewal of any
of the said several bonds pledged with or assigned to, or
which shall hereafter be pledged with or assigned to,
the Trustee hereunder, and of the mortgages securing the
same, and in case of the renewal of any of said bonds, the
Trustee may surrender the said bonds to the Company
issuing the same, and receive in lieu thereof renewal bonds
bearing such interest and maturing at such time as the
Trustee may deem reasonable; provided that such extended
or renewal bonds shall be secured by and represent a lien
55
and charge upon the same property as the bonds
renewed or extended, equal or superior to the lien and
charge of the bonds surrendered and renewed. All
bonds received in exchange for or in renewal of the
said several bonds heretofore mentioned, pledged with
or assigned to, or which may hereafter be pledged with
or assigned to the Trustee, shall be held by the Trustee
subject to the lien and to all the terms and provisions
of this mortgage, in the same manner and to the same
extent as the bonds in exchange for which or in renewal
of which, they were received, including the right of re¬
demption.
' All said bonds of the Railroad Company which shall be
deposited with the Trustee in exchange for bonds issued
under this indenture and all said other bonds which shall
be assigned to or pledged with the Trustee hereunder,
shall remain in full force and effect, and the Trustee
shall, as the holder of said several bonds, be entitled to
enforce said bonds and the several mortgages or other
security therefor whenever and in such manner as the
Trustee may deem necessary or proper in order to protect
its interests as holder of said bonds and the interests of the
Company and of the bondholders hereunder, as against
the holders of similar bonds which shall not have been
pledged under this indenture or otherwise; and in case
of a foreclosure and sale under any of said mortgages,
the Trustee is hereby authorized, as such Trustee, to
purchase and acquire the property covered thereby, and
shall thereupon hold such property in the same manner
as the railroad and property conveyed and transferred
to the Trustee, subject to the trusts declared in this in¬
denture.
56
Article IV.—The Trustee shall be entitled, at its
discretion, to do whatever it may deem requisite or
necessary for the purpose of maintaining or preserving
the corporate existence of any and all of said companies
the stock or bonds of which are or shall hereafter be,
pledged or assigned hereunder, and for the preservation
of the security of the bondholders, according to the
intent and purpose of these presents, and may for that
purpose, in its discretion, join in carrying out any plan
for the readjustment of the interests in the property in
any such company, and may, in such case, accept new
shares or bonds, as it may deem best for the security of
the bondholders hereunder, in lieu of the shares or bonds
previously pledged with the Trustee; and the Trustee
may also, in its discretion, for that purpose from time
to time sell or assign so many shares of the stock of said
several companies as may be necessary to qualify persons
who may be chosen directors of said companies.
The Railroad Company covenants and agrees that any
claims or demands which it may at any time have or hold
against any of said companies, the bonds or shares of
stock of which are or shall hereafter be, pledged with or
assigned to the Trustee hereunder, shall only be enforced
in such manner as not to impair the security created by
the assignment or pledge of such bonds or stocks here¬
under.
The Railroad Company further covenants and agrees
that it will so hold all and singular the stocks of the
several companies, of which a majority of the stock
shall have been pledged with or assigned to the Trus¬
tee hereunder, and exercise its voting power thereon,
that it shall retain in itself the rights and powers
of a majority shareholder in the capital stock of each
57
such company, so long as such stock shall not have been
redeemed as herein provided; and that as such holder of a
majority of such stock, it will not by any affirmative vote
thereon, or by abstaining from voting at any stock¬
holders' meeting of any of said companies, sanction the
placing of any mortgage or other lien upon the property
of any of said companies, or the increase of the capital
stock thereof, unless the new mortgage or lien created by
such company, or the bonds secured thereby, and any new
issue of capital stock of such company shall be forthwith
acquired and pledged with the Trustee hereunder. And
the Railroad Company further covenants and guarantees
that neither of said companies, of whose capital stock a
majority of the shares shall have been pledged with or
assigned to the Trustee hereunder, shall or will (so long
as said stock shall not have been redeemed as herein pro¬
vided) create or suffer to be created any new or further
liens or charges by way of mortgage, judgment, execution
or otherwise upon its property which would be superior
to the liens or charges now existing thereon, and that
neither of said companies will issue any further shares of
capital stock unless such new or further liens or charges
and such further issues of stock shall be forthwith ac¬
quired by the Railroad Company or in its interest and
assigned and transferred to, and the evidences thereo
deposited with the Trustee hereunder.
The Railroad Company further covenants and agrees
that each of said companies hereinbefore named, of the
total capital stock of which the Railroad Company has
assigned or agreed to assign to the Trustee a majority as
hereinbefore provided, excepting, however, the Green¬
wood Lake Railroad Company, the Buffalo, Bradford and
Pittsburgh Railroad Company, the Middletown and Craw-
58
ford Railroad Company and the Conesus Lake Railroad
Company, shall and will pay or otherwise satisfy and dis¬
charge the interest which shall become due on its existing
bonds or other indebtedness as and when such interest
shall become due and payable, and that each of said com¬
panies shall and will pay the principal of said bonds or
other indebtedness at maturity, unless the same shall be
extended at a rate of interest not greater than that now
payable thereon.
The Railroad Company further covenants that in case
said lease of the railroad and property of the New York,
Pennsylvania and Ohio Railroad Company shall hereafter
be modified by agreement of the parties to said lease as to
the rental thereunder, then it, the Railroad Company,
will not make or suffer any default under said lease as so
modified whereby said New York, Pennsylvania and Ohio
Railroad Company would become entitled to terminate
the same; and in case the Railroad Company shall make
default in paying any rental under said modified lease the
Trustee may, if so advised and without impairment of
or prejudice to any of its rights under this indenture by
reason of such default, itself pay the rental so in default
and shall have a lien upon the mortgaged premises and
the proceeds thereof for its advances made for that pur¬
pose.
It is understood and agreed, however, that the Trustee
may consent to the sale and conveyance to the Railroad
Company of the property of any of said companies whose
bonds or shares of stock are or shall hereafter be as¬
signed to or pledged with the Trustee hereunder, but any
property so sold and conveyed to the Railroad Company
shall forthwith become subject to the lien of this inden¬
ture, and the Railroad Company shall, whenever, required
59
by the Trustee, execute appropriate instruments for the
better assurance of the title of the Trustee to the property
so sold and conveyed.
Article Y.— It is understood and agreed that the Rail¬
road Company shall have the right to redeem any or all
of the bonds and stocks which shall have been pledged and
deposited with the Trustee hereunder, in any case in which
a value is hereinbefore set forth for the redemption of such
bonds or stocks, by depositing with the Trustee an amount
of money equal to the value of the bonds or stocks so re¬
deemed, as such value may be agreed upon between the
Trustee and the Railroad Company, not less, however, in
any case, than the value hereinbefore set forth for the re¬
demption of such bonds or stocks respectively, it being
understood that the value of any substituted securities
shall be deemed the same as that of the original securities
for which they were substituted; provided, however, that
the Railroad Company shall not be authorized to redeem
less than all. of any particular issue of bonds or stocks,
deposited with the Trustee hereunder, but shall only be
authorized to redeem each class of bonds or stocks held
by the Trustee in one block. Any stocks or bonds so
redeemed shall be reassigned and redelivered to the Rail¬
road Company, and the Railroad Company shall hold the
same free and discharged from the lien of this indenture.
Any sums of money received by the Trustee on ac¬
count of the redemption of securities pledged hereunder,
or otherwise, as the proceeds of any of said securities,
shall be invested by the Trustee from time to time in
purchasing (either at any Stock Exchange or at private
sale or after inviting sealed offers by public notice, as
the Trustee shall in its discretion determine,) bonds of
60
the Railroad Company issued under this indenture,
or any of said bonds, thereinbefore recited, issued under
mortgages upon the railroad of the Railroad Company
prior to said mortgage, dated October 5, 1878, and
all bonds so puichased by the Trustee shall be stamped
"Not Negotiable; held in trust subject to the mortgage
of The New York, Lake Erie and Western Railroad Com¬
pany, dated March 2d, 1894," and shall be held for the
further security of the bonds issued hereunder.
Article VI.—The Railroad Company covenants and
agrees that it shall and will promptly pay the interest and
principal of the bonds hereby secured, in gold coin of the
U nited States, of or equal to the present standard of
weight and fineness, as and when the same shall become
due and payable, according to the tenor and effect of said
bonds and coupons and of this indenture, and without
deduction from either principal or interest thereof for
any tax or taxes which the Railroad Company may be
required to deduct or pay therefrom under any present
or future United States, State or other law or laws; the
Railroad Company hereby agreeing to pay such tax or
taxes.
The Railroad Company further covenants and agrees that
it will on the first day of each and every month so long as
any bonds issued under this indenture shall remain out¬
standing and unpaid, deposit with the firm of Drexel, Mor¬
gan & Co. in the City of New York, or any successor to
said firm satisfactory to the Railroad Company, an
amount in cash equal to the interest accrued upon all of
said bonds at the time outstanding less the portion of
such interest previously deposited with said firm, so that
there shall be on deposit with said firm subject to this in-
61
denture on the first day of each and every month, an
amount in cash equal to the amount of the interest then ac¬
crued on all the bonds then outstanding. All such sums
shall be received and held by said firm, or successor,
upon deposit as bankers, upon special trust for the pay¬
ment as hereinafter provided of the interest to become
due on the bonds issued hereunder; but no such deposit
shall affect the liability of the Railroad Company to pay
the respective interest installments on said bonds as
they become due, it being hereby declared that such lia¬
bility shall continue unimpaired until such interest shall
have been actually paid to the bondholders in full.
In case the Railroad Company shall make default in the
payment of the interest on any of the bonds secured hereby,
or shall fail to deposit with said firm or such successor on
the first day of each month an amount in cash equal to the
accrued interest on the bonds then outstanding as herein¬
before provided, or shall make default in complying with
any other covenant or condition of this indenture, then and
in every such case the Trustee shall be entitled, as often as
such default occurs, and so long as any such default con¬
tinues, to collect any and all interest payable upon the
bonds of the Railroad Company which shall be de¬
posited with the Trustee in exchange for bonds issued
under this indenture or otherwise, and the interest upon
any other bonds pledged with the Trustee under this in¬
denture and the dividends upon all the shares of stock
which shall be pledged with the Trustee or assigned
subject to this indenture, and shall also be entitled
to collect the principal or interest of the car trust or other
obligations which shall be transferred to or vested in
the Trustee, as provided in Article I. of this inden¬
ture, and the notes which shall be given by the Rail-
G2
road Company to the Trustee, as provided in said Article
I., for bonds, or their proceeds, used for any of the pur¬
poses specified in said Article I., so far as may be necessary
to provide for the payment in full of all interest then due
on the bonds secured hereby, together with all additional
amounts then to be deposited with said firm for accrued
interest as aforesaid; and all sums so collected by the
Trustee shall be deposited, with said firm as bankers,
upon special trust for the payment of the interest due and
to become due on said bonds, as hereinafter provided.
Whenever the amounts so deposited with said firm,
or such successor, by the Railroad Company or the
Trustee shall in the aggregate be sufficient for the
payment of any interest installment due 011 the
outstanding bonds secured hereby 011 any first day
of June or December, the said firm shall apply the
amounts so deposited in paying such interest install¬
ment for account of the Railroad Company and shall
cancel the coupons for the interest paid by it and
surrender the same to the Railroad Company. The Rail¬
road Company shall from time to time furnish to said
firm a statement certified by an officer of the Railroad
Company of the names and addresses of the holders of
registered bonds secured hereby and of the amount of such
bonds held by them respectively, and such statements
shall be conclusive evidence to the said firm and full
protection for any payment of interest made pursuant
thereto.
In case said firm or any successor to said firm shall at
any time refuse or be unable to act as depositary and
apply the sums deposited to the payment of interest, as
hereinbefore provided, or in case such successor be not
satisfactory to the Railroad Company, then the Trustee
63
shall act in lieu of said firm, or its successor, and the
Railroad Company shall deposit said sums on the first day
of every month with the Trustee, and all the provisions
of this article respecting the deposit of the moneys re¬
quired for the payment of interest on said bonds and the
application thereof to the payment of the respective in¬
terest installments shall apply to the Trustee in lieu of
said firm or its successor, and thereafter the interest on
said bonds shall be payable at the office of the Trustee in
the City of New York.
Article VII.—The Railroad Company covenants and
agrees that it shall and will pay and discharge, before the
same shall fall into arrears, all taxes and assessments
upon said mortgaged premises,and shall not create,or suffer
to be created, any mechanics', laborers' or other lien or
charge whatsoever upon the mortgaged premises, or any
part thereof, prior to the lien of these presents, or do or
suffer to be done any matter or thing whereby the lien or
security of these presents would be impaired. The Rail¬
road Company further covenants and agrees that it will
pay or cause to be paid the interest of all bonds secured
by any mortgage creating a lien prior to the lien of this
indenture upon the property hereby mortgaged, pledged
or assigned, or any part thereof (including all the bonds
secured by any of the mortgages hereinbefore recited),
as and when such interest shall become payable, unless
a majority of all the outstanding bonds secured by such
mortgage creating a prior lien shall then be pledged
with the Trustee for the further security of the bonds
issued hereunder; and that it will pay the principal of
said bonds at maturity, or cause the same to be extended
64
at a rate of interest not greater than that now payable
thereon.
Upon default by the said company in paying any such
taxes, assessments, liens, interest or other charges, the
Tiustee may, if so advised and without impairment of
or prejudice to, any of its rights under this mortgage by
reason of such default, itself take up or pay the same, and
have a lien upon the mortgaged premises for its advances
for that purpose; and the Trustee may have any such
taxes, assessments, liens or other charges and the coupons
or other security for interest paid by it, assigned to it, to
be held as additional security for such advances.
The Railroad Company further covenants and agrees
that it will not issue any bonds under any of said mort¬
gages hereinbefore mentioned prior in lien to these
presents, in addition to the bonds now outstanding there¬
under. It is expressly understood and agreed, however,
that the bonds now outstanding under any such prior
mortgage, except said Reorganization First Lien Bonds,
said New Second Consolidated Mortgage Bonds and
Second Consolidated Mortgage Funded Coupon Bonds is¬
sued under said mortgage, dated October 5th, 1878, and said
Funded Coupon Bonds of 1885, may be extended or re¬
newed without impairment of the lien or security thereof
for such period as the Railroad Company may approve,
at a rate or rates of interest not greater than the rate of
interest which such bonds now bear, anything herein
contained to the contrary notwithstanding.
Article VIII.—In case default shall be made in the
payment of any interest on any of said bonds secured
hereby as and when such interest shall become due and
«/
be payable, and such default shall continue sixty days, or
{% W
bo
in case default shall be made in performing or complying
with any other covenant or condition of said bonds or of
this indenture, and such default shall continue sixty days
after the Trustee or any holder or holders of bonds
secured hereby shall have requested the Railroad Com¬
pany in writing to perform or comply with such covenant
or condition, or in case default shall bo made in the pay¬
ment of the principal of any of said bonds when due, then
and in every such case the Railroad Company, its suc¬
cessors or assigns, shall upon the demand of the Trustee
forthwith surrender to the Trustee the actual possession
of, and the Trustee, personally or by its agents or attor¬
neys, shall be entitled forthwith to enter into and upon
and take possession of all and singular the said property
and premises hereby mortgaged or intended so to be, to¬
gether with all the books, papers and accounts of the
Railway Company, and to exercise the voting power
upon the stocks pledged hereunder; and the Trustee
having and holding said premises shall be authorized to
use, operate and manage said premises by such agents,
servants and attorneys as the said Trustee may select,
from time to time, and at the expense of the trust estate,
to insure or keep insured the buildings, and other insurable
property upon said premises, subject to the lien of these
presents, and likewise, from time to time, at the expense
of the trust estate, to make all necessary or proper repairs,
replacements, renewals and improvements thereto, as
may seem to the Trustee judicious, and as the income
derived by it from said premises shall suffice to pay for;
and to receive and collect the rents, income, issues and
profits of said premises, and to pay therefrom all the
proper costs, charges and expenses of the trust and of so
taking, holding and managing said premises, including a
66
reasonable compensation to the Trustee, its agents, at¬
torneys and counsel, and all taxes and other charges
prior to the lien of these presents, and all expenses of such
repairs, replacements, renewals and improvements; and
after deducting all said amounts the Trustee shall apply
any balances remaining as follows:
In case the principal of said bonds shall not have become
and be due, to the payment of any interest which may
have become due on said bonds, together with interest on
the overdue instalments, in the order of the maturity of
the instalments of such interest, subject, however, to the
provisions of Article XIV. hereof.
In case the principal of said bonds shall have become
due, or shall, after such entry, become due, then any such
balance in the hands of the Trustee which shall not have
been actually paid over, and any such balance thereafter
accruing shall be applied to the payment of the whole
amount of the principal of said bonds, and the interest
then due and accrued as aforesaid, with interest on the
overdue installments, pro rata, without any preference or
priority whatever as bet ween the principal and interest, and
ratably according to the aggregate amount of the principal
and accrued interest due and unpaid, subject, however,
to the provisions of Article XIV. hereof.
Article IX.—In case any default shall be made, and
shall continue as specified in Article VIII. hereof, then,
and in any and every such case, the Trustee shall be en¬
titled, with or without entry, to sell the premises, estate and
property, hereby mortgaged or conveyed by the Railroad
Company, or so intended to be, as an entirety (either to¬
gether with all or any of the stocks, bonds or other securities
pledged or assigned hereunder, or not, as the Trustee shall
et
elect), at public auction, in the City of New York
or at such other place as the Trustee may select, first
giving notice of the time, terms and place of the sale and
of the property to be sold, as may be prescribed by law,
and also by publication in one or more newspapers pub¬
lished in said City of New York, and one or more news¬
papers published in the City of London, England, at least
once a week for sixty days next preceding such sale; and,
from time to time, to adjourn such sale in its discretion,
and to hold such adjourned sale without further fiotice,
and upon any such sale to make and deliver to the pur¬
chaser or purchasers of the premises, estate, property and
fights so sold good and sufficient deed or deeds for the
same; which sale shall be a perpetual bar in law and in
equity against the Railroad Company and all persons and
corporations claiming and to claim by, through or under
it. Upon the making of any such sale, or in case of a sale
of the mortgaged premises, or any part thereof, upon any
such default, pursuant to judicial proceedings, the princi¬
pal of all the bonds wiiich shall have been issued and shall
then be outstanding hereunder shall forthwith become due
and payable with the interest then accrued and unpaid,
anything in said bonds to the contrary n ot w i t h s t an d i n g ;
and the proceeds of any such sale by the Trustees, or pur¬
suant to judicial proceedings, shall he applied as follow\s:
to wit:
First.—To the payment of the costs and expenses
of such sale, including a reasonable compensation to
the Trustee, its agents, attorneys and counsel, and
of all expenses, liabilities and advances made and
incurred by the Trustee in managing and maintain¬
ing the property hereby conveyed or so intended to
be, and of all taxes, assessments or liens prior to the
lien of these presents, except any taxes, assessments
or other superior liens to which such sale shall have
been made subject.
Secondly.—To the payment of the whole amount
which shall then be owing or unpaid upon said
bonds for principal and interest together with
interest 011 overdue instalments of interest, and in
case of the insufficiency of such proceeds to pay in
full the whole amount so due and unpaid upon the
said bonds, then to the payment of such principal,
and interest pro rata, without preference or priority
of principal over interest or of interest over princi¬
pal, but ratably, to the aggregate of such principal,
and the accrued and unpaid interest except as in
Article XIY. hereof provided.
Thirdly.—To pay over the surplus, if any, to the
Kailroad Company, its successors, or assigns, or to
whomsoever may be lawfully entitled to receive the
same.
And it is further declared and agreed, that the receipt
of the Trustee who shall make the sale hereinbefore au¬
thorized shall be a sufficient discharge to the purchaser
or purchasers at such sale for his or their purchase money,
and that such purchaser or purchasers, his or their heirs
or assigns or personal representatives, shall not, after pay¬
ing such purchase money and receiving such receipt
of such Trustee, be obliged to see to the application of
such purchase money for the purposes of these presents,
or be in any wise answerable for any loss, misapplica¬
tion or non-application of such purchase money by the
Trustee.
&9
Article X.—In case any default shall be made and
continue as specified in Article VIII. hereof, then and in
every such case the Trustee shall be entitled to sell all or
any of the shares of stock, bonds and other securities herein
j
pledged or assigned for the security of the bonds issued
hereunder, together with the Railroad and other mortgaged
property as provided in Article IX. hereof, or the Trustee
may in its discretion sell such shares of stock, bonds and
other securities (other than the deposited bonds of the
Railroad Company) separately, in one lot or parcel or in
such lots or parcels as the Trustee may deem best, in the
City of New York, upon like advertisement and in the
same manner as provided in said Article IX. in case of the
sale of said Railroad and other mortgaged property, and
all the provisions of said Article IX. with respect to the
conduct of such sale and the application of the proceeds
thereof, or otherwise, shall apply to any such sale of said
shares of stock, bonds or other securities.
Article XI.—In case any default shall be made in the
payment of any interest on any of said bonds secured
hereby as and when such interest shall become due and
payable, and such default shall continue for sixty days, or
in case any default shall be made by the Railroad Company
in performing or complying with any other covenant or
condition of said bonds or of this indenture, and such latter
default shall continue sixty days after the Trustee or any
holder or holders of bonds secured hereby shall have re¬
quested the Railroad Company in writing to perform or
comply with such covenant or condition—then and in
every such case the Trustee may, by notice in writing to
be served upon the Railroad Company, declare the prin¬
cipal of all the bonds hereby secured and then outstand-
70
iiig to be due, and the same shall thereupon become and
be immediately due and payable together with the ac¬
crued and unpaid interest on the principal of said bonds
to the date of such declaration.
Upon the request in writing of the holders of a major¬
ity in interest of the bonds hereby secured at the time
outstanding, it shall be the duty of the Trustee so to de¬
clare the principal of all said bonds due and give nptice
thereof to the Railroad Company as aforesaid, or to refrain
from making such declaration, upon such terms and con¬
ditions as such holders may direct; and the holders of a
majority in amount of said bonds may in like manner
annul or reverse any such declaration which may have
been made by the Trustee, anything herein contained to
the contrary notwithstanding. It is expressly under¬
stood, however, that the action of the Trustee or of
the bondholders in case of any one default, shall not
affect or impair the rights of the Trustee or of such holders
in respect to any subsequent default on the part of the
Company, or impair any rights resulting therefrom.
Article XII.—It shall be the duty of the Trustee, upon
the request in writing of the holders of a majority in
amount of said bonds outstanding, and on being indem¬
nified as hereinafter provided, to take all needful steps for
the protection and enforcement of its rights and the rights
of the holders of bonds secured hereby, and, in case of any
default, to exercise * the powers of entry and sale herein
conferred, or both, or to take appropriate judicial proceed¬
ings, according to such request, or in default of specific
instructions by such majority, to proceed by action, suit
or otherwise„ as the .Trustee, being advised by counsel
learned in the law, shall deem most expedient in the in-
71
terest of the holders of bonds secured hereby; and the
several remedies in these presents specified are cumulative
and not exclusive one of the other, and shall be in addition
to all other remedies provided by law.
All proceedings of the Trustee hereunder in regard to
enforcing to any extent the lien created by this mortgage
or deed of trust, either by taking possession or by sale at
auction, or by resort to judicial proceedings, or by any
means authorized hereunder, and the exercise by the
Trustee of the powers herein conferred upon it shall be
at all times subject to the direction and control of the
holders of a majority in amount of the bonds issued
hereunder and then outstanding, their wishes being
expressed in writing to said Trustee; and no action
taken by the said Trustee or by the bondholders shall
prejudice or affect the powers or rights of the Trustee or
of the bondholders in the event of any subsequent
default.
No holder or holders of any bond or bonds coupon or
coupons secured hereby shall have the right to institute
any suit, action or proceeding in equity or at law upon
any of the bonds or coupons hereby secured, or for the
foreclosure of this indenture or the execution of the trusts
thereof, or for the appointment of a receiver, or any other
remedy upon the said bonds or coupons or under this in¬
denture, without first giving notice in writing to the
Trustee of the fact that such default has occurred and con¬
tinued as hereinbefore provided, nor unless the holders of
at least twenty-five per cent, in amount of the bonds
hereby secured and then outstanding shall have made re¬
quest in writing to the Trustee, and have afforded the
Trustee a reasonable opportunity, to proceed to exercise
the powers herein granted, or to institute such action, suit
72
or proceeding In its own name; and such notification and
request are hereby declared to be conditions precedent to
the execution (except by the Trustee), of the powers and
trusts of this indenture, and to any action or cause of ac¬
tion for the foreclosure thereof, or the appointment of a
receiver or any other remedy hereunder or upon such
bonds or coupons.
*
Article XIII.—The Railroad Company, for itself and
all persons and corporations hereafter claiming through or
under it, or who may at any time hereafter become holders
of liens junior to the lien of these presents, hereby expressly
waives and releases all right to have the properties and
estates comprised in the security intended to be created by
these presents marshalled upon any foreclosure or other
enforcement thereof, and the Trustee herein or any Court
in which the foreclosure of this mortgage or administra¬
tion of the trusts hereby created is sought shall have the
right to sell the entire property of every description com¬
prised in or subject to the trusts created by this Indenture
as a whole in one single lot, and one-half in interest of said
bondholders may, by an instrument or concurrent instru¬
ments in writing, direct the Trustee to sell or to petition
the said Court to sell the said property in such manner.
Upon the filing of a bill in equity or other commence¬
ment of judicial proceedings to enforce the rights of the
Trustee or of the bondholders under these presents, after
default in the payment of any principal or interest on any
of said bonds, or in the performance of any of the cove¬
nants or conditions contained in this indenture, the Trus¬
tee shall be entitled, as a matter of right, to the appoint-
ment of a Receiver or Receivers of the property hereby
73
mortgaged or assigned, and of the earnings, income, rents,
issues and profits thereof.
Article XIV. —Upon any purchase or sale of any cou¬
pons attached to any of the bonds hereby secured, or any
interest on any registered bond, or upon any advance or
loan upon any of said coupons, or upon any of the said in¬
terest, made on or after the date of maturity of such par¬
ticular coupons or interest, the coupons or interest so pur¬
chased or sold or advanced or loaned upon shall not, unless
accompanied by the bond or bonds to which the same
originally belonged, be secured by or otherwise entitled to
the benefit of the trusts of this indenture, except sub¬
ject to the prior payment in full of the principal of the
bonds issued hereunder, and all of the coupons and in¬
terest not so purchased, sold, loaned or advanced upon.
Article XV.—In case of any sale under this mortgage
or deed of trust by the Trustee, or pursuant to the order
or decree of a Court, any holder or holders of bonds issued
hereunder may bid for and purchase the property sold, on
equal terms with other persons. The purchaser or pur¬
chasers at any such sale, in making settlement therefor or
in payment of the purchase money bid, shall be entitled,
on presenting any of said bonds or overdue and unpaid
coupons, to be credited on account thereof with the
portion of the net proceeds of the sale, which would be
applicable to the payment of such bonds or coupons so
presented, upon a just and proper distribution among the
holders of the bonds secured hereby and outstanding.
The holders of three-fourths in interest of the bonds
issued hereunder and at the time outstanding, may, in
74:
their discretion, by an instrument in writing, appoint a
Trustee or Trustees to purchase the property sold at any
such sale or sales, for the use and benefit of the holders of
all the then outstanding bonds issued hereunder, and any
Trustee or Trustees so appointed shall be authorized to
make such purchase for and on behalf of all the holders of
the outstanding bonds and coupons issued hereunder; and
having purchased said property, the right and title thereto
shall vest in the Trustee or Trustees so appointed, in trust
for the benefit of all the holders of said bonds and coupons
then outstanding, in proportion to the amounts due upon
such bonds and coupons; and such Trustee or Trustees
shall have power, in settling for the purchase price of the
property so purchased, to receipt for the entire amount of
the proceeds applicable to the payment of all the outstand¬
ing bonds and coupons, and the interest thereon, and no
bondholder shall have any claim to any portion of the
proceeds of the property sold, or other interest in such
purchase, than for his pro rata share of the proceeds of
such purchased premises, property and franchises as
represented in a new company or corporation to be formed
for the use and benefit of the holders of the bonds secured
hereby and then outstanding; and such Trustee or Trustees
shall, pursuant to the direction in writing of such holders
of three-fourths in interest of the bonds then outstanding,
transfer the property so purchased to a new corporation
(which shall be organized in such manner and upon such
terms and conditions as such holders of three-fourths
in interest of said bonds shall direct), in consideration
of the issue of its stock, bonds or debentures, and shall
distribute and apply said stock, bonds or debentures,
according to any plan of reorganization or readjustment,
75
agreed to by such holders of three-fourths in interest
of the bonds then outstanding, or shall make any other
disposition of the property purchased and of any cash
collected thereon, or of any stock or bonds received in
consideration thereof, in such manner and on such terms
as such holders of three-fourths in interest of said out¬
standing bonds shall in writing direct; and if such bond¬
holders shall so direct in writing, but not otherwise,
provision may be made in the organization of such new
company and in such plan of reorganization or readjust¬
ment for the interests of any or all of the holders of
junior obligations of the Railroad Company and its simple
contract creditors and its stockholders, or any of them,
upon such terms and conditions as may be approved by such
holders of three-fourths in interest of said bonds; pro¬
vided, however, that in case of such purchase by a Trustee
or Trustees appointed by the holders of three-fourths in
interest of the outstanding bonds, on behalf of all the
holders of such bonds, all the holders of bonds and coupons
for interest thereon shall share pro rata, in such pur¬
chase, according to the amounts due upon the bonds and
coupons held by them respectively (except as provided in
Article XIV. heieof), and that no preference or dis¬
crimination shall be made among the bondholders in the
distribution of the new securities or other proceeds of
the pioperty so purchased by such Trustee or Trustees.
Any or all the powers herein conferred upon the
holders of. three-fourths in interest of said bonds may
be vested by such bondholders in any Committee or
Trustees. It is understood and agreed, however, that
nothing herein contained shall be construed as rendering
it obligatory upon the holders of three-fourths in interest
76
of said bonds to appoint a Trustee or Trustees as afore¬
said or to purchase said property on behalf of the holders
of all the outstanding bonds, it being agreed that any
purchase made by or on behalf of bondholders, not¬
withstanding anything herein contained, shall be deemed
for their sole use and benefit free from the claims of
other bondholders, unless such purchase was made by a
Trustee or Trustees expressly appointed by the holders
of three-fourths in interest of said bonds by an instru¬
ment in writing as aforesaid to purchase on behalf of all
the bondholders.
Article XVI.—Until default shall be made in the pay¬
ment of the principal or interest of said bonds or any of
them as and when the same shall become due or payable,
or in the performance or observance of some condition,
covenant, agreement or requirement of the said bonds or
of this Indenture, the Trustee shall permit and suffer the
Railroad Company, its successors or assigns, to possess,
manage, operate and enjoy the premises hereby conveyed,
assigned, and mortgaged, or intended so to be, and to
receive, take and use the earnings, income, rents, issues
and profits thereof.
Article XV It.—The Trustee shall, upon the written
request of the Railroad Company, from time to time release
from the lieu and operation of this indenture unto the
Railroad Company or to persons by it designated therefor,
any portion of the mortgaged premises appurtenant to the
hereinbefore described lines of railroad or acquired or held
by the Railroad Company for any purpose incidental to
the operation thereof, such as lands, stations, depots, shops
or other buildings or erections, or the supply of gravel, fuel
77
or other materials, which in the judgment of the Trustee
shall at the time of such release be no longer requisite for
use for the purposes for which the same shall have been
so acquired or used, nor necessary or expedient to be re¬
tained for use in connection with the said Railroad, and
likewise any parts of the tracks, sidings or roadway, which
may have been thrown out of use and ceased to form part
of the Railroad at the time of such release by reason of
straightening or alteration of the line of road or other
cause; provided always, that the power of release given
by this article is designed to be exercised only in case the
Railroad Company shall sell, or exchange for other prop¬
erty, the property so to be released because of its being
no longer required for the uses or purposes of said Rail¬
road, or because the sale thereof, or the exchange thereof
for other property is necessary or advantageous for any
cause, and in order to give a perfect title to the purchaser
or purchasers. The proceeds of any such sales, and any
moneys received upon the taking of any property subject
to this indenture by exercise of the power of eminent do¬
main, shall (subject to the provisions of any prior mortgage
on such property) be invested with the approval of the
Trustee in the purchase of other property, real or per¬
sonal, which shall forthwith become subject to the lien of
this indenture, and the Railroad Company shall when¬
ever required by the Trustee execute appropriate deeds
conveying to the Trustee to be held subject to the lien of
this indenture any such property acquired by purchase or
in exchange for property released as aforesaid.
And the Trustee shall also have full power to allow the
Railroad Company from time to time to dispose of such
portion of the equipment, rolling stock, machinery and
*■* c
i o
implements at any time held and acquired for the use of
said Railroads, as may have become unfit for such use;
and the Railroad Company covenants that it will in such
case replace the same by new, which shall thereupon im¬
mediately become subject to the lien and operation of this
indenture.
The sworn statement of any person cognizant of the
facts accompanied by the written certificate of the Pre¬
sident or Vice-President, or the General Manager for the
time being, of the Railroad Company, to the effect that
he believes such statement to be true, may be received
by the Trustee as sufficient evidence of any of the facts
mentioned in this article, and shall be full warrant to
the Trustee for any action taken by it on the faith
thereof; but the Trustee may in its discretion require
such further and additional evidence as to it may seem
reasonable.
Article XVIII.—Upon payment when due of the prin¬
cipal and interest of all the bonds which shall have been
issued hereunder, or upon providing for such payment
by depositing with the Trustee the entire amount of such
principal moneys when the same shall be due and pay¬
able, and the interest then due and unpaid, and any and
all other amounts payable hereunder by the Railroad
Company, the Trustee shall forthwith, on demand of the
Railroad Company and at its cost and expense, enter sat¬
isfaction of this mortgage upon the records, and shall, do,
make, execute and deliver such deeds, acts, instruments
or assurances as may be necessary to vest the mortgaged
premises and property in the Railroad Company, its suc¬
cessors or assigns, free and discharged from the lien of
these presents.
79
Article XIX.—The Railroad Company shall and will at
any time, upon the request of the Trustee, make, do, exe¬
cute, acknowledge and deliver all such acts, deeds and as¬
surances in law as may be reasonably advised, devised or
required for effectuating the intention of these presents
and for the better assuring and confirming unto the
Trustee, and its successors or successor in the trust hereby
created, upon the trusts and for the purposes herein ex
pressed, and its and their assigns, all and singular the
premises, property and rights hereby conveyed or assigned,
mortgaged or pledged, or intended so to be.
Article XX.—Any request in writing or other instru¬
ment required by this indenture to be signed or executed
by bondholders may be in any number of concurrent in¬
struments of similar tenor and date and may be signed or
executed by such bond holders in person or by attor¬
ney in fact. Proof of the execution of any such request
or other instrument, and of the holding by any person of
any of said coupon bonds transferable by delivery, shall
be sufficient for any purpose of this indenture, if made
in the following manner:
The fact and date of the execution by any person of any
such request or other instrument may be proved by the
certificate of any notary public, or other officer authorized
to take acknowledgments of deeds to be recorded in New
York, that the person signing such request or other instru¬
ment acknowledged to him the execution thereof, or by
an affidavit of a witness to such execution.
The amount of coupon bonds transferable by deliv¬
ery, held by any person executing any such request
or other instrument as the holder of bonds, and the
80
amounts and issue-numbers of the bonds held by such
person and the date of his holding the same, may be
proved by a certificate in writing executed by any trust
company, bank, bankers or other depositary (wherever
situated) whose certificate shall be deemed by the Trus¬
tee to be satisfactory, showing that such person had
on deposit with such depositary the bonds described in
such certificate at the date therein mentioned. Such proof
shall be conclusive in favor of the Trustee with regard to
any action taken by it under such request or other in¬
strument.
Article XXI.—It is understood and agreed that the
Trustee shall not be required to take any step in the ex¬
ecution of the trusts hereby created, or in the enforce¬
ment of its rights and powers hereunder, if in its opinion
such action will be likely to involve it in expense or lia¬
bility, unless one or more of said bondholders shall, as
often as required by the Trustee, give it reasonable in¬
demnity against the same, anything herein contained to
the contrary notwithstanding; and that the Trustee and
its agents, attorneys, and counsel shall be entitled to a
reasonable compensation for all services rendered in con¬
nection with the trust hereby created, or in pursuance of
the provisions of this Indenture. The Railroad Company
agrees to pay to the Trustee such compensation, and also,
all expenses reasonably incurred by the Trustee hereunder,
and the Trustee shall have a lien therefor upon the mort¬
gaged property and the proceeds thereof.
The Trustee or any Trustee hereafter appointed here¬
under may resign, and thereby become discharged from
the trusts hereby created, by notice in writing to be given
81
to the Railroad Company, and published one or more
times in a newspaper in the City of New York at least
two months before such resignation shall take effect;
but such resignation shall take effect immediately upon
the appointment of a new Trustee hereunder, if such new
Trustee shall be appointed before the time limited by such
notice.
It is further understood and agreed that the Trustee
shall not be required to take notice or be deemed to have
notice of any default of the Railroad Company, either in
the payment of any interest or principal of any of the
bonds secured hereby, or in the performance of or compli¬
ance with any covenant or condition of this Indenture,
unless the Trustee shall have been specifically notified in
writing of such default. The Trustee shall not be re¬
quired to see to the filing or recording of this indenture;
but the Railroad Company covenants that it will cause
the same to be duly recorded.
It is further understood and agreed by and between the
parties hereto that the Trustee shall not be answerable for
any default or miscarriage of any agent or attorney by it
appointed hereunder, if such agent was selected with
reasonable care, nor for any error or mistake of judgment
made by it in good faith, but shall only be liable for its
own wilful misconduct or gross negligence in the execu¬
tion of said trusts.
The Trustee may be removed by an instrument or in¬
struments in writing executed by the holders of a major¬
ity of the bonds secured hereby and then outstanding. In
case at any time hereafter the said Trustee or any Trustee
hereafter appointed shall resign, be removed or otherwise
cease to act, a successor may be appointed by a majority
in interest of the holders for the time being of the bonds
82
secured hereby and outstanding, by an instrument or con¬
current instruments signed by said bondholders or their
attorneys in fact duly authorized; provided, nevertheless?
and it is hereby agreed and declared, that in case there shall
at any time be a vacancy in the office of Trustee hereunder,
the Railroad Company may by an instrument executed
by order of its Board of Directors, appoint a Trustee to
act until a new Trustee shall be appointed by the bond¬
holders, but any new Trustee appointed by the bondholders
shall immediately and without further act supersede any
Trustee appointed by the Railroad Company. Every such
Trustee shall be an incorporated trust company of good
standing in the City of New York, having a capital and
surplus of at least one million dollars, if there be such a trust
company willing and able to accept the trust upon reason¬
able or customary terms and legally competent to act.
Any new Trustee so appointed hereunder shall execute,
acknowledge and deliver to the Trustee last in office, an
instrument accepting such appointment hereunder, and
thereupon such new Trustee shall become vested with all
the property, rights, duties and trusts of a Trustee here¬
under, with like effect as if named as Trustee herein, and
without any further act, deed or conveyance; but the
Trustee ceasing to act shall, nevertheless, on the written re¬
quest of the new Trustee execute an instrument transferr¬
ing to such new Trustee upon the trusts herein expressed
all the property, privileges and rights hereunder of the
Trustee so resigning or removed, and shall duly assign,
transfer and deliver to such new Trustee any stocks, bonds
and moneys held hereunder for the further security of the
bondholders.
Is is understood and agreed that the word " Trustee,"
as used in this instrument, shall be held and construed to
83
mean the party of the second part or its successor or suc¬
cessors for the time being in the trust hereby created, and
that the words the " Railroad Company " shall be held and
construed as including the lawful successors and assigns of
said Company, being the owners for the time being of the
premises hereby mortgaged and conveyed.
The party of the second part signifies its acceptance of
the trusts hereby created by joining in the execution of
this Indenture.
Article XXII.—Whereas, In order to expedite the
recording of this mortgage, or deed of trust, ten uniform
originals thereof are simultaneously executed, acknowl¬
edged and delivered by the Railroad Company to the
Trustee.
Now, therefore, this Indenture further witnesseth,
that although ten uniform originals are simultaneously
executed, acknowledged and delivered by the party of the
first part to the party of the second pirt, and the said
party of the second part, in evidence of its acceptance of the
trusts hereby created, has likewise simultaneously ex¬
ecuted and acknowledged the same to the end that all or
any one or more thereof may be recorded, any one or
more of said instruments so executed, acknowledged and
delivered shall severally or collectively be deemed to be
an original and, for all intents and purposes, but one in¬
strument.
In witness whereof, the party of the first
part has caused these presents to be signed
by its President, and its corporate seal to be
hereto affixed and attested by its Secretary,
and the party of the second part has caused
84
these presents to be signed by its President,
and its corporate seal to be hereto affixed and
attested by its Secretary the day and year
first above written.
The New York, Lake Erie and Western
Railroad Company,
The Farmers' Loan and Trust Company,
By
President.
Attest :
Secretary.
Witnesses as to New York,
Lake Erie and Western
Railroad Company—
By
President.
Attest:
Secretary.
Witnesses as to The )
Farmers' Loan and >
Trust Company— j
85
State of New York, )
City and County of New York, )
Be it remembered, that on this day of March,
1894, before me, the undersigned, a Notary Public in and
for the City and County of New York, came John King
and Augustus R. Macdonough, both of them to me person¬
ally known, and the said King known to me to be the
President and the said Macdonough known to me to be
the Secretary of The New York, Lake Erie and Western
Railroad Company, the corporation described in and which
executed the foregoing mortgage or deed of trust as party
of the first part thereto, and I having first made known
to them the contents thereof, they did thereupon on
behalf of said corporation acknowledge to me the
execution of said mortgage or deed of trust for the uses
and purposes therein expressed as and for the voluntary
act and deed of said Company, and of them as the Presi¬
dent and Secretary thereof, respectively.
And the said Augustus R. Macdonough, being by me
duly sworn, did depose and say that he resides in the City,
County and State of New York; that he is the Secretary
of The New York, Lake Erie and Western Railroad
Company; that he knows the corporate seal of said
Company; that the seal affixed to the foregoing
instrument is the corporate seal of said Company,
and was thereto affixed by authority of the Board of
Directors of said Company, and that he signed his name
thereto by like authority as Secretary of said Company;
that he knows the said John King, and knows him to be
the President of said Company; that the signature of said
John King, subscribed to the foregoing instrument, is in
the genuine handwriting of the said John King, and was
thereto subscribed by the like order of the said Board of
Directors, and in the presence of said deponent.
In witness whereof, I have hereunto set my hand
and official seal the day and year first above
written.
Notary Public,
New York County.
86
State op New York, )
City and County of New York, ) ss"
Be it remembered, that 011 this 5th day of March, in the
year one thousand eight hundred and ninety four, before
me, the undersigned, a Commissioner for the State of
Pennsylvania, duly commissioned and qualified, residing
in the City of New York, personally appeared Augustus
R. Macdonough, who, being duly sworn according to law,
doth depose and say that he was personally present and
did see the common or corporate seal of the above named,
The New York, Lake Erie and Western Railroad Company,
affixed to the foregoing indenture; that the seal so affixed
is the common or corporate seal of the said Company,
and was so affixed by the authority of the said corpora¬
tion as the act and deed thereof; that the above named
John King is the President of the said corporation and did
sign the said indenture as such in the presence of this de¬
ponent; that this deponent is the Secretary of the said
corporation; and that the name of this deponent, above
signed in attestation of the due execution of said indent¬
ure, is of this deponent's own proper handwriting.
Sworn and subscribed to before me,
In testimony whereof I have hereunto set my hand
and affixed my official seal the day and year
last above written.
Commissioner for the State of
Pennsylvania in New York.
87
State of New York, )
City and County of New York, f *
Be it remembered, that on this day of March,
in the year one thousand eight hundred and ninety-four,
before me, the undersigned, a Commissioner for the State
of New Jersey, duly commissioned and qualified, and re¬
siding in the City of New York, personally appeared
Augustus R. Macdonough, to me known who being by
me duly sworn according to law on his oath, doth depose
and say that he is Secretary of The New York, Lake
Erie and Western Railroad Company, the grantors in the
foregoing instrument named; that the seal affixed to the
said instrument is the corporate seal of said company; that
it was so affixed by order of the said company; that John
King is President of the said company; that he saw said
John King, as such President, sign the said instrument
and heard him declare that he signed, sealed and delivered
the same as the voluntary act and deed of the said com¬
pany by their order; and that this deponent signed his
name thereto at the same time as a subscribing witness.
Subscribed and sworn to before me,
In witness whereof, I have hereunto set my hand
and affixed my official seal the day and year
last above written.
Commissioner for the State of New
Jersey in New York.
88
State of New York, |
City and County of New York, j * '
Be it remembered, that on this day of March,
18<J4, before me, the undersigned, a Notary Public in and
for the City and County of New York, came Rose well G.
Rolston and Edwin S. Marston, both of them known to
me personally, and the said Rolston known to me to be
the President, and the said Rolston known to me to be the
•
Secretary of the Farmers' Loan and Trust Company, the
corporation described in and which executed the foregoing
mortgage or deed of trust, as party of the second part
thereto, and I having first made known to them the con¬
tents thereof, they did thereupon on behalf of said corpo¬
ration acknowledge to me the execution of said mortgage
or deed of trust for the uses and purposes therein ex¬
pressed, as and for the voluntary act and deed of said
Company, and of them as the President and Secretary
thereof respectively.
And the said Edwin S. Marston, being by me duly
sworn, did depose and say that he resides in the City of
New York aforesaid; that he is the Secretary of the
Farmers' Loan and Trust Company; that he knows the
corporate seal of said Company; that the seal affixed to
the foregoing instrument is the corporate seal of said Com¬
pany, and was thereto affixed by the authority of the
Board of Directors of said Company, and that he signed
his name thereto by like authority as Secretary of said
Company; that he knows the said Rosewell G. Rolston, and
knows him to be the President of said Company; that the
signature of the said Rosewell G. Rolston subscribed to
the foregoing instrument is in the genuine handwriting of
the said Rosewell G. Rolston, and was thereto subscribed
by the like order of the said Board of Directors and in the
presence of said deponent.
In witness whereof, I have hereunto set my hand
and official seal the day and year first above
written.
89
State of New York, )
City and County of New York, j
Be it remembered, that on this day of March, in
the year one thousand eight hundred and ninety-four, be¬
fore me, the undersigned, a Commissioner for the State of
Pennsylvania, duly commissioned and qualified, residing
in the City of New York, personally appeared Edwin S.
Marston, who, being duly sworn according to law, doth
depose and say that he was personally present and did see
the common and corporate seal of the above named, The
Farmers' Loan and Trust Company, affixed to the fore¬
going indenture; that the seal so affixed is the common or
corporate seal of the said Company and was so affixed by
the authority of the said corporation as the act and deed
thereof; that the above named Rosewell G. Rolston is the
President of the said corporation and did sign the said in¬
denture as such in the presence of this deponent; that this
deponent is the Secretary of the said corporation; and that
the name of this deponent, above signed in attestation of
the due execution of said indenture, is of this deponent s
own proper handwriting.
Sworn and subscribed to before me,
In testimony whereof, I have hereunto set my hand
and affixed my official seal the day and year
last above written.
Commissioner for the State of Penn¬
sylvania in New York.
90
State of New York, )
City and County of New York, j * *
Be it remembered, that on this day of March,
in the year one thousand eight hundred and ninety-four,
before me, the undersigned, a Commissioner for the State
of New Jersey, duly commissioned and qualified ,and
residing in the City of New York, personally appeared
Augustus R. Macdonough, to me known, who being by
me duly sworn according to law, on his oath doth depose
and say that he is Secretary of the New York, Lake Erie
and Western Railroad Company, the grantors in the fore¬
going instrument named; that the seal affixed to the said
instrument is the corporate seal of said company ; that
it was so affixed by order of the said company; that John
King is president of the said company; that he saw said
John King, as such President, sign the said instrument
and heard him declare that he signed, sealed and delivered
the same as the voluntary act and deed of the said com¬
pany by their order; and that this deponent signed his
name thereto at the same time as a subscribing witness.
Subscribed and sworn to before me,
In witness whereof, I have hereunto set my hand
and affixed my official seal the day and year
last above written.
Commissioner for the State of New
Jersey in New York.
[4667fj
3 5556 042
53692
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