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REFUNDING MORTGAGE.
ILLINOIS CENTRAL RAILROAD COMPANY.
TABLE OF CONTENTS.*
page
Recitals :
Parties 1
Authorization 1
Amount of issue 2
Form of coupon bonds 2
Form ot registered bonds 5
Form of coupons 8
Form of Trustee's certificate 8
Execution of indenture and bonds authorized 9
Trustee authorized 9
Authority from "Wisconsin Railroad Commission . 9
All necessary acts authorized. 7. . . . 9
Rate of interest 10
%
Ownership 10
Prior encumbrances 10
Unencumbered line 19
■ Consideration 19
Granting clause 19
Description railroads mortgaged 20
Franchises and appurtenances. 27
Habendum.... 28
Declaration of Trust 29
Execution and Registration op Bonds:
numbers and denominations of bonds 30
ment on i^gistered bonds. 30
X ancTfortification-of bonds 31
ares of former officers. . » 31
C^dp^hSj ^igiiature and date of. . . 31
Au^éhticafioii of bonds.,,,, 'rr.......... 32
!*Th:e tabl<; of contents and marginâljiotes are not in the mortgage as executed.
• •
11
Agency in New York 32
Registration of coupon bonds as to principal 32
Full registration 33
Exchange and transfer of registered bonds 33
Charge for exchange or transfer 34
Mutilated or destroyed bonds 34
Temporary bonds 35
Security of interim certificates. Exchange for bonds 36
Issue and Appropriation of Bonds:
Immediate issue $20,000,000 37
Issue on acquisition of Indianapolis Southern Railroad 37
Issue in exchange for prior lien bonds. 38
Sale before maturity prior lien bonds . 39
Upon satisfaction of prior lien mortgages 39
Upon provision for acquisition of prior lien bonds . 40
Issue of bonds no longer necessary to be reserved 40
Trustee protected by certificate 41
No duplication in refunding prior lien bonds 41
Issue for other corporate purposes 42
Evidence protecting Trustee 43
Prior lien bonds to be stamped "not negotiable," etc 43
Interest on prior lien bonds not to tie collected 44
Aggregate issue 44
Possession Until Default—Defeasance :
Railroad Co. to retain possession . . . .. 45
Defeasance 46
Railroad Co. may surrender possession to Trustee 46
Particular Covenants of Railroad Company:
To pay principal and interest 47
Not to extend interest 48
To pay prior lien bonds 48
Not to extend prior lien bonds. Exceptions 49
To maintain lien 49
To pay liens 50
To protect prior lien bonds 50
To be only mortgage security on part of line.... 50
To pay taxes 50
To maintain agency in New York. 51
To issue bonds in accordance with mortgage only . .. , ; 51
To maintain corporate existence f.'. V 52
*"* 1 ■*.
Further assurance y •. 52
Not to encumber prior lien bonds.
• • •
111
In Case of Default:
Trustee may enter 53
Trustee may operate 54
Disposition of income . 55
Principal may be declared due 56
Trustee may sell 57
Trustee may sue 58
In case of default on Prior Lien Bonds, Trustee may proceed 58
Right to Receiver 59
Discontinuance of proceedings 59
To be sold as an entirety 60
Notice of sale 60
Adjournment of sale 60
Conveyance in case of sale 60
Bar of Railroad Co. by sale 61
Receipt of Trustee to protect purchaser 61
Principal due in case of sale 62
Application of proceeds 62
Bonds credited on bid , 63
Waiver of stay and appraisement laws 63
Proceedings adverse to bondholders .. . . . 64
Remedies cumulative 64
Delay not to prejudice 65
Concerning the Trustee:
Not responsible for agents 65
Nor for recitals 65
Notice and indemity 66
Not responsible for filing and recording 66
25% may require action 67
75% in amount may direct. 67
Trustee may sue to prevent injury 67
Bondholders cannot sue 68
Requests and certificates of Railroad Co 69
Trustee may employ counsel 69
Compensation of Trustee 69
Resignation of Trustee 69
May be removed 70
V? ey, how filled . 70
A new Trustee. *. 71
C- j to new Trustee.. A . 71
Releasi of Mortgaged Property:
What, property may be releasêà-., 72
Release ol Ran foul Railroad. 72
Releases oïï.jy ui ease of sale or exchange \V 73
iv
Disposition of proceeds 73
New property subject to this mortgage 74
Purchaser and proceeds 74
Receiver may release 74
Trackage rights and leases 74
Certificates required • 75
Redemption of Bonds:
On or after Nov. 1, 1918, at 107b 75
Notice 76
Interest to cease. 76
Release of lien 76
Miscellaneous Provisions:
Requests by bondholders 77
Proof of execution and ownership 77
Presumption as to registered bonds 78
Presumption as to coupon bonds and coupons 78
No recourse to stockholders or officers 79
Not to enlarge security prior lien bonds 79
Not to prevent consolidation 80
In case of consolidation 80
Successors of Railroad Co 81
Successor may act 82
Definitions of terms 82
Final Article:
Acceptance by Trustee.. 82
Execution n seventy counterparts 82
Signature Illinois Central Railroad Co 83
Signature Guaranty Trust Company of New York .. 83
Acknowledgment of Illinois Central Railroad Company 84
Acknowledgment of Guaranty Trust Company of New York 85
ûtyis dhtiuntturr, dated the first day of November,
one thousand nine hundred and eight, by and between
Illinois Central Railroad Company, a corporation duly rames,
organized and existing under and by virtue of the laws
of the State of Illinois (hereinafter called "Railroad
Company"), party of the first part, and Guaranty Trust
Company of New York, a corporation duly organized and
existing under and by virtue of the laws of the State of
New York (hereinafter called "Trustee"), party of the
second part.
Whereas, by resolutions adopted by the Board of Directors Auti,orization.
of the Railroad Company at a meeting of said Board called
and convened in the manner and after notice given as pre¬
scribed by its by-laws, it was resolved to borrow from time
to time such sums of money as might he necessary for the
funding of its indebtedness, paying for constructing, com¬
pleting, improving and maintaining its lines of railroad,
and from time to time to issue bonds therefor (both coupon
and registered) to be designated as the Railroad Company's
"Refunding Mortgage Gold Bonds", to be payable 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
November, 1955, at the office or agency of the Railroad Com¬
pany in the City of New York and to bear interest from
November 1, 1908, at such rate, not exceeding four per cent,
per annum, as the Board of Directors should from time to
time determine, payable semi-annually at said office
or agency in like gold coin on the first day of May and
the first day of November in each year; and that all of said
bonds at any time outstanding, but not a part thereof, should
be redeemable at the option of the Railroad Company, or its
successors, at one hundred and seven and one-half (107|) per
2
cent, of the face value thereof, with accrued interest thereon,
on the first day of November, 1918, or on any semi-annual
interest day thereafter, upon previous notice to be given for
the period and in the manner in this indenture provided ;
amount of And whbbeas. the Railroad Company by resolution of its
issue. 7 x * "
Board of Directors, adopted at the meeting aforesaid, did fur¬
ther order and direct that the principal amount of said bonds
at any one time outstanding should not exceed $110,000,000;
provided, however,that in the event that the railroad, fran¬
chises, rights and property of the Indianapolis Southern Rail-
road Company should by supplemental mortgage be brought
under this indenture as herein provided, an additional ten
million dollars principal amount of bonds should be issued
hereunder, making the total amount which may be secured
hereby and by such supplemental mortgage one hundred and
twenty million dollars ;
And whereas by resolution of the Board of Directors of
the Railroad Company, adopted at the meeting aforesaid, it
was ordered and directed that the coupon bonds so to be is¬
sued should be in the form or substantially the form follow¬
ing, viz. :
[form of coupon bond.]
No. $1000
UNITED STATES OF AMERICA.
State of Illinois,
Illinois Central Railroad Company.
Refunding Mortgage Per Cent. Gold Bond.
Illinois Central Railroad Company (hereinafter called
"Railroad Company"), for value received, hereby promises to
pay to the bearer, or, if registered, to the registered owner of
this bond, the sum of one thousand 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 November, 1955,
Form of coupon
bonds.
3
(unless before that time this bond shall have been redeemed), bo™s.of coupon
at the office or agency of the Railroad Company in the City of
New York, and to pay interest thereon at the rate of
per cent, per annum, from November 1, 1908, payable semi¬
annually at the said office or agency in like gold coin, on the
first day of May and the first day of November, in each year,
but only upon presentation and surrender, as they severally
mature, of the coupons therefor annexed hereto.
The Railroad Company further agrees that both the prin¬
cipal and interest of this bond shall be paid without deduction
for any tax or taxes which the Railroad Company may be
required or permitted to pay thereon, or to retain therefrom,
under any present or future law of the United States of Amer¬
ica, or of any state, county or municipality therein.
This bond is one of an issue of Refunding Mortgage Gold
Bonds of the Railroad Company, bearing interest at a rate
•not exceeding four per cent, per annum, issued and to be is¬
sued under and in pursuance of, and all equally secured
by a mortgage and deed of trust, dated November 1, 1908, ex¬
ecuted by the Railroad Company to Guaranty Trust Company
of New York, as Trustee. Reference is hereby made to said
mortgage and deed of trust for a statement of the property
and franchises mortgaged, the nature and extent of the seour-.
ity, the rights of the holders of bonds under the same, and
the terms and conditions upon which said bonds are issued
and secured.
Said issue of bonds is limited to $110,000,000 principal
amount, with the right to the Railroad Company to increase
the amount of such issue by $10,000,000 principal amount
upon acquiring and subjecting to the lien of said mortgage .
the railroad now known as the "Indianapolis Southern Rail¬
road." Of said issue, bonds of the aggregate principal
amount of $61,766,000 are, by the terms of said mortgage, re¬
served to retire an equal amount of prior lien mortgage debts
of the Railroad Company as described in said mortgage.
4
Form of coupon All the bonds of said issue at any time outstanding (but
not a part thereof) may be redeemed at the option of the Rail¬
road Company, or its successors, at 107 J per cent, of the face
value thereof with accrued interest thereon, on November 1,
1918, or on any semi-annual interest day thereafter, upon
thirteen weeks previous published notice given in the manner
provided in said mortgage and deed of trust.
This bond shall pass by delivery, unless registered in the
owner's name on the books of the Railroad Company at its
said office or agency in the City of New York, such registration
being noted on the bond by the Railroad Company. After such
registration no transfer shall be valid unless made on the Rail¬
road Company's books by the registered owner in person, or by
his duly authorized attorney, and similarly noted on the bond ;
but the same may be discharged from registration by being in
like manner transferred to bearer, and thereupon transfera¬
bility by delivery shall be restored; but this bond may again,
from time to time, be registered, or transferred to bearer as
before. Such registration, however, shall not affect the nego¬
tiability of the coupons, which shall continue to be transfer¬
able by delivery merely.
The holder of this bond, at his option, may surrender the
same for cancellation, with all unmatured coupons thereto ap¬
pertaining, in exchange for a registered bond without coupons,
as provided in said mortgage and deed of trust, and on pay¬
ment, if the Railroad Company shall require it. of the trans¬
fer charges therein provided for.
This bond shall not be valid or become obligatory for any
purpose until it shall have been authenticated by the certifi¬
cate, hereon endorsed, of the Trustee under said mortgage
and deed of trust.
In Witness Whereof, Illinois Central Railroad Company
has caused these presents to be signed by its President or
one of its Vice-Presidents, and its corporate seal to be here-
s
unto affixed and to be attested by its Secretary or one of its Form of coupon
Assistant Secretaries, and coupons for said interest, bearing
the engraved signature of its Treasurer, to be attached hereto,
as of the first day of November, 1908.
Illinois Centbal Railboad Company,
By
President.
Attest :
Secretary.
And whebeas, the Railroad Company by resolution of its
Board of Directors, adopted at the meeting aforesaid, did
further order and direct that the registered bonds authorized
as aforesaid, should be in the form or substantially the form
following, viz. :
[fobm of begistebed b0nd.1 for.™ of,
L J registered
No. $ bonas"
UNITED STATES OF AMERICA.
State of Illinois.
Illinois Centbal Railboad Company.
Registebed Refunding Mobtgage Peb Cent. Gold Bond.
Illinois Central Railroad Company (hereinafter called
"Railroad Company"), for value received, hereby promises to
pay to ........ or regis¬
tered assigns, the sum of .... thousand dollars in gold
coin of the United States of America of or equal to the pres¬
ent standard of weight and fineness, on the first day of No¬
vember, 1955, (unless before that time this bond shall have
been redeemed), at the office or agency of the Railroad Com¬
pany in the City of New York, and to pay interest thereon at
the rate of per cent, per annum, from the first day of
May or November, as the case may be, next preceding the
6
j o™ of date hereof (unless this bond be dated May 1, or November 1,
registered #
bonds. and m that event from date), payable semi-annually at the
said office or agency in like gold coin, on the first day of May
and the first day of November in each year.
The Eailroad Company further agrees that both the princi¬
pal and interest of this bond shall be paid without deduction
for any tax or taxes which the Eailroad Company may be re¬
quired or permitted to pay thereon, or to retain therefrom,
under any present or future law of the United States of
America or of any state, county or municipality therein.
This bond is one of an issue of Eefunding Mortgage Gold
Bonds of the Eailroad Company, bearing interest at a rate not
exceeding four per cent, per annum, issued and to
be issued under and in pursuance of, and all equally secured
by, a mortgage and deed of trust, dated November 1, 1908,
executed by the Eailroad Company to Guaranty Trust Com¬
pany of New York, as Trustee. Eeference is hereby made
to said mortgage and deed of trust for a statement of the
property and franchises mortgaged, the nature and extent
of the security, the rights of the holders of bonds under the
same, and the terms and conditions upon which said bonds are
issued and secured.
Said issue of bonds is limited to $110,000,000 principal
amount, with the right to the Eailroad Company to increase
the amount of such issue by $10,000,000 principal amount upon
acquiring and subjecting to the lien of said mortgage the rail-
- road now known as the "Indianapolis Southern Eailroad."
Of said issue, bonds of the aggregate principal amount of
$61,766,000 are, by the terms of said mortgage, reserved to
retire an equal amount of prior lien mortgage debts of the
Eailroad Company as described in said mortgage.
All the bonds of said issue at any time outstanding (but not
a part thereof) may be redeemed at the option of the Eailroad
Company, or its successors, at 107| per cent, of the face value
thereof with accrued interest thereon, on November 1, 1918,
7
or on any semi-annual interest day thereafter, upon thirteen For.m f,t
* - ^ 7 x registered
weeks previous published notice given in the manner provided bonds-
in said mortgage and deed of trust.
This registered bond is issued in lieu of, or in exchange for,
the coupon bonds, bearing the same rate of interest, whose
numbers are endorsed hereon ; and the coupon bonds so num¬
bered are not issued and outstanding contemporaneously here¬
with.
This bond is transferable by the registered owner hereof,
in person or by his duly authorized attorney, on the hooks of
the Railroad Company at its said office or agency in the City
of New York, upon surrender and cancellation of this bond,
and, thereupon, a new registered bond, having endorsed there¬
on the same serial numbers of coupon bonds as are endorsed
hereon, will be issued to the transferee in exchange herefor;
or the registered owner of this bond, at his option, may sur¬
render the same for cancellation in exchange for a like amount
of the principal hereof in coupon bonds, bearing the serial
number or numbers endorsed hereon, as provided in said
mortgage and deed of trust, and on payment, in either case,
if the Railroad Company shall require it, of the transfer
charges therein provided for.
This bond shall not be valid or become obligatory for any
purpose until it shall have been authenticated by the certifi¬
cate, hereon endorsed, of the Trustee under said mortgage
and deed of trust.
In Witness Whereof, Illinois Central Railroad Company
has caused these presents to he signed by its President or
one of its Vice-Presidents, and its corporate seal to be here¬
unto affixed and to he attested by its Secretary or one of its
Assistant Secretaries, this day of. -
Illinois Central Railroad Company,
By ,
Attest : President.
- ?
Secretary.
8
form of And whereas, the Eailroad Company by resolution of its
registered
bonds. Board of Directors, adopted at the meeting aforesaid, did fur¬
ther order and direct that to each of said coupon bonds there
should be attached, at the time of the issue thereof, coupons
representing the instalments of interest which might become
due thereon, in the form or substantially the form following,
viz. :
Form of [ form of interest coupon. 1
coupons.
No $
On the first day of Illinois Central
Railroad Company will pay to bearer, at its office or agency
in the City of New York, Dollars in gold, being six
months' interest then due on its Refunding Mortgage
Per Cent. Gold Bond No , unless said bond shall
have been called for previous redemption.
?
Treasurer.
except that the concluding phrase ''unless said bond shall
have been called for previous redemption" should be omitted
from all coupons maturing on or before November 1, 1918;
And whereas, the Railroad Company by resolution of its
Board of Directors, adopted at the meeting aforesaid, did
further order and direct that there should be endorsed on each
of said bonds (whether coupon or registered) the certificate
of the Trustee in the form or substantially the form follow-
♦
ing, viz.:
Form of
t'usws [form of trustee's certificate.]
This is to certify that this bond is one of the bonds de¬
scribed in the within mentioned mortgage and deed of trust,
dated November 1, 1908, to the undersigned as Trustee.
Guaranty Trust Company of New York,
Trustee.
By. ^
9
And whereas, the Bailroad Company by resolution of its execution of
7 J. v v indenture
Board of Directors, adopted at the meeting aforesaid, did fur- Cr Xâ
ther order and direct that in order to secure the payment of
the said bonds in accordance with the tenor and effect there¬
of. a mortgage and deed of trust substantially in the form of
this indenture and containing all the covenants, conditions
and provisions herein contained should be executed in the
name and on behalf of the Bailroad Company by its President
or one of its Vice-Presidents, and under its corporate seal to
be attested by its Secretary or one of its Assistant Secre¬
taries, and should be delivered in the name and on behalf of
the Bailroad Company to Guaranty Trust Company of New
York, as Trustee, granting, bargaining, selling, aliening, re¬
mising, releasing, conveying, assigning, transferring, setting
over and confirming to the Trustee, its successors in the
trust and its and their assigns, the several lines of rail¬
roads hereinafter described, with their franchises and appur¬
tenances, and all the other property, rights, powers, privi¬
leges and franchises hereinafter described;
And whereas, the Trustee has been duly authorized by law Trustee au-
' J / thorized.
to accept and to administer the trusts created by this inden¬
ture ;
And whereas, the Bailroad Company has obtained author- authority from
• ^ "VV isconsm
ity from the Bailroad Commission of Wisconsin to issue the Railroad Com-
. mission.
said bonds to the principal amount of $110,000,000 (applica¬
tion not yet having been made as to the $10,000,000 principal
amount to be issued only upon the acquisition of the Indian¬
apolis Southern Bailroad as herein provided), and a certifi¬
cate of such authority has been duly issued by the said Com¬
mission and recorded upon the books of the Bailroad Com¬
pany;
And whereas, all things necessary to make such bonds, All necessary
. acts authorized.
when executed by the Railroad Company and certified by the
Trustee, the valid, binding and legal obligations of the 111 i-
10
nois Central Railroad Company, and to constitute these pres¬
ents a valid, binding and legal mortgage and deed of trust
for the security thereof, and to provide for the authentica¬
tion and the enforcement of the payment of the said bonds,
have been done and performed, and have happened, and the
execution and delivery of this indenture have in all respects
been duly authorized;
And whereas, the Board of Directors of the Railroad Com¬
pany have, by resolution duly adopted, fixed the rate of in¬
terest on the first $20,000,000 of the bonds to be secured here¬
by at four per cent, per annum;
And whereas, the Railroad Company is the owner in fee
simple and possessed of all and singular the railroads, proper¬
ties and franchises hereinafter conveyed or intended so to be ;
prior encum- And whereas, all the rail roads, rights, powers, privileges,
DrEtlC6S« 9 ^
franchises and other property hereinafter conveyed or in¬
tended so to' be, are free from all liens and encumbrances ex¬
cepting the liens of the mortgages hereinafter in this recital
specified, the liens of which mortgages cover only the re¬
spective properties in this recital specified as covered by said
mortgages and (with the exception of the Sterling Fives of
1903 and the other underlying bonds described in the second
succeeding recital, all of which excepted bonds are deposited as
security for bonds in this recital described) respectively se¬
cure only bonds of the amounts and descriptions specified in
this recital as secured by said mortgages, (which mortgages
and bonds in this recital so specified are hereinafter generally
called respectively 11 prior lien mortgages" and "prior lien
bonds"), as follows:
1. The mortgage heretofore made by the Railroad Com¬
pany to the United States Trust Company of New York, dated
August 10, 1874, and deeds of further assurance between the
same parties, dated January 16, 1896, and March 30, 1903, re¬
spectively, covering the Illinois Central Railroad charter
Rate of in¬
terest.
Ownership.
11
line, where it commences in Dunleith (now known as East Prior encum-
. . . brances.
Dubuque) and running thence to its termination in Cairo,
and its branch, so called, where it commences in the City of
Chicago, and running thence to its intersection with the main
line, so called, at ( entra lia, a distance in all of approximately
705.50 miles, all in the State of Illinois, together with the
real estate, roadway, railroad tracks, sidings, station houses,
station grounds, depots, depot grounds, warehouses, elevators,
wharves, docks, basins, car and engine houses, machine shops
and their machinery and apparatus used in connection with
and in the operation of said railroad, to secure the payment
of certain corporate bonds of the Railroad Company here¬
inafter in this paragraph 1 described, as follows :
(a) Sterling Sixes, extended as Pours of 1951, au¬
thorized to the amount of £498,600 par value of principal,
bearing 4 per cent, interest per annum, maturing April 1,
1951, of which there are outstanding bonds to the principal
amount of £498,600 (approximately $2,500,000).
(b) Sterling Fives of 1905, extended as Gold Three 'and a
Halfs, authorized to the amount of $1,000,000 par value of
principal, bearing 34 per cent, interest per annum, maturing
December 1, 1950, of which there are outstanding bonds to the
principal amount of $1,000,000.
(c) Gold Fours of 1951. authorized to the amount of
$1,500,000 par value of principal, bearing 4 per cent, interest
per annum, maturing January 1, 1951, of which there are out¬
standing bonds to the principal amount of $1,500,000.
(d) Gold Three and a Halfs of 1951, authorized to the
amount of $2,500,000 par value of principal, bearing 3| per
cent, interest per annum, maturing January 1, 1951, of which
there are outstanding bonds to the principal amount of
$2,499,000.
(e) Sterling Threes of 1951, authorized to the amount of
£500,000 par value of principal, bearing 3 per cent, interest,
maturing March 1, 1951. of which there are outstanding bonds
12
to the principal amount of £500,000 (approximately $2,500,-
000).
(f ) Sterling Fives, extended as First Mortgage Gold Three
and a Halfs of 1951, authorized to the amount of $3,000,000
par value of principal, bearing 3f per cent, interest per an¬
num, maturing April 1, 1951, of which there are outstanding
bonds to the principal amount of $3,000,000.
(g) One Construction Bond of 1875, matured April 1,
1875, which has never been presented for payment, for the
principal amount outstanding of $1,000.
2. The mortgage heretofore made by the Railroad Com¬
pany to Charles A. Peabody and Alexander G. Hackstaff,
Trustees, dated the 31st day of October, 1908, covering the
line of the Illinois Central Railroad as the same existed and
was known as the Illinois Central Railroad on July 21, 1886,
where it commences in Dunleith (now known as East Du¬
buque) and running thence to its termination in Cairo, and
its branch, so called, where it commences in the City of Chi¬
cago, and running thence to its intersection with the main
line, so called, at Centralia, a distance in all of approximately
705.50 miles, all in the State of Illinois, together with the real
estate, roadway, railroad tracks, sidings, station houses, sta¬
tion grounds, depots, depot grounds, warehouses, elevators,
wharves, docks, basins, car and engine houses, machine shops
and their machinery and apparatus used in connection with
and in the operation of the said railroad, the said mortgage
being given to secure the payment of certain corporate bonds
of the Railroad Company known as Sterling Three and a Halfs
of 1950, authorized to the amount of £1,053,200 par value of
principal and bearing 3-|- per cent, interest per annum, dated
July 21, 1886, and maturing July 1, 1950, of which there are
outstanding bonds to the principal amount of £1,053,200 (ap¬
proximately $5,266,000).
3. (a) The mortgage heretofore made by The Kankakee &
13
Southwestern Railroad Company, being the first mortgage Ci^,*fcum'
of said Company, and covering railroad property for¬
merly belonging to the last-named Company, dated the
first day of August, 1881, to Lewis V. F. Randolph and
Stuyvesant Fish, Trustees, to secure the payment of certain
corporate bonds, called Five Per Cent. Bonds, of the I llinois
Central Railroad Company, authorized to the amount of
$1,000,000 par value of principal, and bearing interest at the
rate of five per cent, per annum, which mature August 1st,
1921, of which there are still outstanding and unpaid bonds
to the principal amount of $968,000.
(b) The mortgage heretofore made by the Chicago, Madison
and Northern Railroad Company to Edmund T. H. Gibson and
Alexander G. Hackstaff, Trustees, dated the thirtieth day of
March. 1888, covering so much of the railroad property then
belonging to the last named Company as lies west of Crawford
Avenue, in the ' \est Division of the City of Chicago, said
mortgage being given to secure the payment of its certain
corporate bonds, called First Mortgage Gold Bonds, authorized
to the amount of $4,370,000 par value of principal, and bear¬
ing interest at the rate of five per cent, per annum, which ma¬
ture December 1st, 1935; which said mortgage was modified
by a supplemental indenture between the same parties, dated
March 30, 1888, providing for an extension of the date of ma¬
turity of said bonds to July 28, 1936, and for a further exten¬
sion thereof to a period later than April 1,1952 ; under which
mortgage there are still outstanding bonds to the prin¬
cipal amount of $4,370,000.
(c) The mortgage heretofore made by the Illinois Central
Railroad Company to the United States Trust Company of
New York and Joel E. Williamson, Trustees, of June 30th,
1904, known as Purchased Lines First Mortgage, securing
an authorized principal amount of Twenty Million Dollars
($20,000,000) of bonds, called Purchased Lines First Mort-,
gage Gold Bonds, maturing July 1, 1952, bearing interest at
14
the rate of 3| per cent, per annum payable semi-annually, of
which amount of bonds $5,338,000 par value are reserved to
be issued for the purpose of providing for the acquisition by
exchange or purchase or for the redemption or payment or
taking up. of the aforesaid bonds secured by the mortgages
respectively of The Kankakee & Southwestern Railroad Com¬
pany and of the Chicago, Madison & Northern Railroad Com¬
pany, and of which there are outstanding bonds to the prin¬
cipal amount of $14,662,000.
4. The mortgage heretofore made by the Chicago &
Springfield Railroad Company and Illinois Central Railroad
Company to the United States Trust Company of New York
and John A. Stewart, Trustees, dated September 23,1897, and
known as Springfield Division First Mortgage, to secure an
issue authorized to the principal amount of Two Million Dol¬
lars ($2,000,000) of bonds, called Springfield Division First
Mortgage Cold Bonds, bearing 34 per cent, per annum in¬
terest payable semi-annually, the said bonds being payable on
the first day of January, 1951, of which there are outstanding
bonds to the principal amount of $2,000,000.
5. (a) The mortgage heretofore made by The St. Louis
Southern Railroad Company dated September 1, 1886, and
covering railroad property formerly belonging to said com¬
pany, to The Mercantile Trust Company, Trustee, to secure
the payment of its certain corporate bonds, called First Mort¬
gage Four Fer Cent. Gold Bonds, to the authorized principal
amount of $550,000, bearing 4 per cent, interest per annum,
payable semi-annually, due March 1, 1931, of which there are
outstanding bonds to the principal amount of $538,000.
(b) The mortgage heretofore made by The St. Louis South¬
ern Railroad Company, dated September 1,1886, and, subject
to the lien of the mortgage described in paragraph 5 (a)
above, covering railroad property formerly belonging to said
company, to The Mercantile Trust Company, Trustee, to se-
15
cure the payment of its certain corporate bonds, called Second f:jUTcum'
Mortgage Income Bonds, to the authorized principal amount
of $525,000, bearing 5 per cent, interest per annum, if earned,
payable semi-annually, due September 1, 1931, of which there
are outstanding bonds to the principal amount of $6,000.
(c) The mortgage heretofore made by the Belleville &
Eldorado Railroad Company and covering railroad property
formerly belonging to said company, to Thomas Denny and
William Bayard Cutting, Trustees, dated July 1st, 1880, to
secure $220,000 authorized principal amount of its First Mort¬
gage Bonds bearing 7 per cent, interest per annum, payable
semi-annually, due July 1,1910, of which there are outstanding
bonds to the principal amount of $71,000.
(d) The mortgage heretofore made by the Belleville &
Carondelet Railroad Company covering railroad property for¬
merly belonging to said company, to Robert Fulton Cutting
and M. Bayard Brown, Trustees, dated June 1, 1883, to se¬
cure $500,000 authorized principal amount of its First
Mortgage Bonds bearing 6 per cent, interest per annum, pay¬
able semi-annually, due June 1, 1923, of which there are out¬
standing bonds to the principal amount of $470,000.
(e) The mortgage heretofore made by The Carbondale &
Shawneetown Railroad Company covering the railroad prop¬
erty formerly belonging to said company, to The Mercantile
Trust Company, Trustee, dated March 1,1887, to secure $250,-
000 authorized principal amount of its First Mortgage
Four Per Cent. Gold Bonds, bearing 4 per cent, interest per
annum, payable semi-annually, said bonds being due March
1, 1932, of which there are outstanding bonds to the principal
amount of $241,000.
(f) The mortgage heretofore made January 1,1896, by the
Illinois Central Railroad Company, as party of the first part,
the United States Trust Company of New York, as the party
of the second part, and The St. Louis, Alton & Terre Haute
Railroad Company and The Belleville & Southern Illinois
16
brinceTcum" Railroad Company as parties of the third part, together with
a supplemental mortgage made by The St. Louis, Alton &
Terre Haute Eailroad Çompany as party of the first part, the
Illinois Central Eailroad Company, as party of the second
part, the United States Trust Company of New York, as party
of the third part, and John A. Stewart, as party of the fourth
part, dated September 15, 1897, upon the railroad property
formerly owned by The St. Louis, Alton & Terre Haute Eail¬
road Company and now constituting a part of the St. Louis
Division of the Illinois Central Eailroad Company, to secure
the payment of certain corporate bonds, called St. Louis Divi¬
sion and Terminal First Mortgage Gold Bonds, of the Illinois
Central Eailroad Company, authorized to the amount of $15,-
000,000, par value, of which $5,000,000 principal amount of
bonds numbered from 1 to 5,000 inclusive, bear 3 per cent, in¬
terest payable semi-annually, of which series $4,998,275 prin¬
cipal amount are outstanding and $1,725 principal amount are
reserved to take up outstanding shares of stock of The St.
Louis, Alton & Terre Haute Eailroad Company, and $10,000,-
000 principal amount of bonds numbered from 5,001 to 15,000
Inclusive, bear 3f per cent, interest per annum, payable semi¬
annually, of which series $8,377,000 principal amount are out¬
standing, all of said bonds being payable July 1, 1951. Out
of said issue of $10,000,000 of bonds numbered from 5,001 to
15,000. inclusive, $1,623,000 principal amount are now reserved
to take up the said bonds of The St. Louis Southern Eailroad
\
Company (first and second mortgage), of the Belleville &
Eldorado Eailroad Company, of the Belleville & Carondelet
Eailroad Company and of ïhe Carbondale & Shawneetown
Eailroad Company.
6. The mortgage heretofore made by the Chicago, Ha¬
vana & Western Eailroad Company, dated December 1, 1886,
to E. T. H. Gibson and A. G. Hackstaff, Trustees, covering
the railroad property formerly belonging to said company, to
secure the payment of certain corporate bonds, called First
17
Mortgage Gold Bonds, of said company to the authorized ^rc™cura"
principal amount of $2,500,000, bearing 5 per cent, interest,
payable semi-annually, and due the first day of December,
1926; which said mortgage was modified by a supplemental
indenture between the same parties, dated March 19, 1888,
providing for an extension of the date of maturity of said
bonds to October 4, 3936, and for a further extension thereof
to a period later than April 1, 1952; under which mortgage
there are outstanding bonds to the principal amount of
$2,500,000.
7. The mortgage heretofore made by the Rantoul Rail¬
road Company the first day of July, 1887, to Edmund T. H.
Gibson and Alexander G. Hackstaff, Trustees, covering the
railroad property formerly belonging to said company, to se¬
cure the payment of certain corporate bonds, called First
Mortgage Gold Bonds, of said company to the authorized
principal amount of $1,000,000, bearing interest at the rate of
5 per cent, per annum payable semi-annually, the principal
payable June 1, 1927 ; which said mortgage was modified by a
supplemental indenture between the same parties, dated
March 19, 1888, providing for an extension of the date of ma¬
turity of said bonds to December 11, 1936, and for a further
extension thereof to a period later than April 1, 1952; under
which mortgage there are outstanding bonds to the principal
amount of $1,000,000.
8. The mortgage heretofore made by the Railroad Com¬
pany, dated June 1, 1892, to the United States Trust Com¬
pany of New York, Trustee, covering the approach from the
main line of the Railroad Company to the bridge over the
Ohio River near Cairo, in the State of Illinois, and the lease¬
hold interest of the Railroad Company in the said bridge and
in the approach thereto in the State of Kentucky, to secure
the payment of its certain corporate bonds, called Four Per
Cent. Cairo Bridge Bonds of 1950, to the authorized princi-
18
Prior encum- pal amount of $3,000,000, bearing 4 per cent, interest per
brances. #
annum, payable semi-annually, maturing December 1, 1950,
of wbich there are outstanding bonds to the principal amount
of $3,000,000.
And whereas, said prior lien bonds to the principal amounts
outstanding and of the descriptions in the last recital set
forth, comprise all the prior lien mortgage debts of the Rail¬
road Company now outstanding, and comprise every out¬
standing mortgage debt which is a prior lien upon any part
of the railroad now owned in fee by the Railroad Company
and covered by this refunding mortgage, and comprise all the
mortgage debts of the Railroad Company now outstanding
which are prior in lien to the bonds secured by this indenture ;
And whereas, said bonds so outstanding and of such prin¬
cipal amounts and descriptions (and such prior lien bonds
hereinabove specified as reserved as may be issued to refund
outstanding prior lien bonds as hereinafter provided),
also comprise all the mortgage debts of the Rail¬
road Company which may hereafter in any event be
or become prior in lien to the bonds secured by this
indenture, excepting £620,000 (approximately $3,000,000)
principal amount of bonds of the Railroad Company
known a§ Sterling Fives of 1903, secured under the mort¬
gage made by the Railroad Company to the United States
Trust Company of New York, dated August 10, 1874, and
deeds of further àssurance between the same parties, dated
January 16, 1896, and March 30, 1903, respectively, all here¬
inabove mentioned, which said Sterling Fives of 1903 matured
April 1, 1903, and are all held under said deed of further as¬
surance, dated March 30, 1903, as part security for (but are
not now a debt of the Railroad Company distinct from or be¬
yond the amount of) the $3,000,000, principal amount, of ex¬
tended First Mortgage Gold Three and a Halfs of 1951 here¬
inabove mentioned, and excepting certain bonds of various
19
underlying issues in exchange for which Purchased Lines branrc™cum~g
First Mortgage Gold Bonds or St. Louis Division and Ter¬
minal First Mortgage Gold Bonds, hereinabove mentioned,
have been issued, and which have been deposited uncancelled
with the trustee under the mortgage securing such Purchased
Lines First Mortgage Gold Bonds or under the mortgage
securing such St. Louis Division and Terminal First Mort¬
gage Gold Bonds;
And whereas, that part of the line of railroad situated j^1«lcun,bcr«1
between Portage and East Dubuque, Illinois, acquired from
the Chicago, Burlington & Northern Railroad Company and
not located upon the original waylands of the Illinois Central
Railroad Company, hereinafter described, is entirely unen¬
cumbered :
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in OT- Consideration.
der to secure the payment of the principal and interest of
all the said bonds (which are hereinafter sometimes called
"refunding bonds") at any time issued and outstanding
under this indenture, according to the tenor, purport and
effect thereof, and to secure the performance and observance
of all the covenants and conditions therein or herein con¬
tained, and to declare the terms and conditions upon
which said bonds are issued, received and held, the said
Illinois Central Railroad Company, party of the first part,
in consideration of the premises and of the purchase
and acceptance of the said bonds by the holders thereof, and
of the sum of one hundred dollars to it paid by
the said Guaranty Trust Company of New York,
party of the second part, receipt whereof is hereby
acknowledged, hath granted, bargained, sold, aliened, remis- Clauseng
ed, released, conveyed, assigned, transferred, set over and
confirmed, and by these presents doth grant, bargain, sell,
alien, remise, release, convey, assign, transfer, set over and
confirm unto the said party of the second part and its sue-
20
cessors in the trust and its and their assigns forever, all and
singular the following described properties, rights, powers,
privileges and franchises (which properties, rights, powers,
privileges and franchises, together with all other property,
rights, powers, privileges or franchises, now or hereafter
mortgaged, pledged or deposited under the terms of this in¬
denture or for the security of the refunding bonds, or in¬
tended so to be, are hereinafter generally called collectively
the "mortgaged premises"), viz.:
The following railroads now owned and operated by the
Railroad Company, aggregating about 2,014.56 miles in length,
viz. :
1. The original charter line of the Illinois Central Railroad
Company, commencing in East Dubuque (formerly known as
Dunleith), Illinois, and running thence to its termination in
Cairo, Illinois, and its branch, so-called, where it commences
in the City of Chicago (including the Chicago terminals and
the undivided interest of the Railroad Company in the rail¬
road known as the St. Charles Air Line), and run¬
ning thence to its intersection with the main line, so-
called, at Centralia, Illinois, a distance in the aggre¬
gate of 705.50 miles; also that portion of the line of the
Illinois Central Railroad Company leading from the main
line at or near Bridge Junction, Illinois, to the Cairo bridge
which crosses the Ohio river, being a distance of about
1.54 miles, and constituting the approach from the main line
to the said bridge; and also so much of the line of rail¬
road between Portage, Illinois, and East Dubuque,
Illinois, acquired by deed of conveyance from the Chicago,
Burlington & Northern Railroad Company dated February 25,
1889, and recorded in the office of the Recorder of Deeds of
the County of Jo Daviess, as lies outside of the original way-
lands of the Railroad Company, being approximately 2.6
miles ;
21
2. The railroad formerly known as The Kankakee and °ffr0ldson
Southwestern Railroad, running from the station of Otto, n?ortgaged-
through the station of Buckingham to the station of Tracy,
all in the County of Kankakee, and from said station of Buck¬
ingham through the station of Saxony in the County of Ford,
and through and into the counties of Ford, Livingston and
"Woodford to Minonk Junction in the County of Woodford,
and from said station of Saxony through and into the coun¬
ties of Ford, Livingston and McLean to Normal Junction, in
the County of McLean, all in the State of Illinois, conveyed
to the Railroad Company by deed of The Kankakee and
Southwestern Railroad Company, dated December 15, 1902,
and recorded in the offices of the Recorders of Deeds of the
counties aforesaid ;
3. The railroad formerly known as the Chicago and
Texas Railroad, running from Johnston City in the County
of Williamson, through and into the counties of Williamson,
Jackson, Union, and Alexander, to Gale and East Cape Girar¬
deau, in the County of Alexander, all in the State of Illinois,
conveyed to the Railroad Company by deed of the Chicago
and Texas Railroad Company dated December 15, 1902, and
recorded in the offices of the Recorders of Deeds of the
counties aforesaid; and any southerly extension of said rail¬
road below Gale which may be owned in fee by the Railroad
Company ;
4. The railroad formerly known as The Mound City Rail¬
way, extending from a point on the main line of the Illinois
Central Railroad, at or near Mounds, to a point on or near
the Ohio River, at or near Mound City, in the County of Pu¬
laski, all in the, State of Illinois, conveyed to the Railroad
Company by deed of The Mound City Railway Company
dated December 15, 1902, and recorded in the office of the
Recorder of Deeds of the county aforesaid;
5. The railroad formerly known as the Chicago, Madison
22
and Northern Railroad, extending from a connection with
the railroad known as the Saint Charles Air Line, owned
jointly hy the Illinois Central Railroad Company, the Mich¬
igan Central Railroad Company, the Chicago, Burlington
and Quincy Railroad Company, and the Chicago and North¬
western Railway Company (the said connection being located
at or near the east line of Clark street, in the City of Chi¬
cago, Illinois), through and into the Counties of Cook, Du
Page, Kane, De Kalb, Boone, Winnebago and Stephenson, in
the State of Illinois, to the City of Freeport, in the County
of Stephenson, and thence through and into the County of
Stephenson in the State of Illinois and the counties of Green
and Dane in the State of Wisconsin, to the City of Madison
in the State of Wisconsin, and a branch from Red Oak in the
County of Stephenson in the State of Illinois, through and
into the counties of Stephenson in the State of Illinois, and
of Green, La Fayette and Iowa to the City of Dodgeville, in
the State of Wisconsin, and including the railroad formerly
known as the Addison Railroad connecting with the said for¬
mer Chicago, Madison and Northern Railroad at or near
South Addison Station, so called, in Section four (4),
Township thirty-nine (39) north, Range eleven (11) east of
the third principal meridian, in the County of Du Page in
the State of Illinois, and extending in a northerly
direction to the north line of. the village of Addi¬
son in said County of Du Page, the same being the north line
of Section twenty-eight (28), Township forty (40) north,
Range eleven (11) east of the third principal meridian, all
conveyed to the Railroad Company by deed of the Chicago,
Madison and Northern Railroad Company, dated February
1,1903, and recorded in the offices of the Recorders of Deeds
in the counties in the State of Illinois aforesaid, and in the
office of the Secretary of State of the State of Wisconsin ;
6. The railroad formerly known as the Riverside and
Harlem Railroad, extending from a point at its connection
23
with the railroad track of the Chicago, Madison and North- ^"roads'0"
ern Railroad Company, to its connection with the railroad mortgaged'
track of the Wisconsin Central Railway Company, all in the
County of Cook and State of Illinois, conveyed to the Rail¬
road Company by deed of the Riverside and Harlem Railroad
Company dated December 15, 1902, and recorded in the
office of the Recorder of Deeds of the county aforesaid;
7. The railroad formerly known as the Mattoon and Evans-
ville Railroad, extending from the crossing in the City of
Mattoon, in the State of Illinois, of the Cleveland, Cincin¬
nati, Chicago and St. Louis Railroad, through the Counties
of Coles, Cumberland, Jasper, Richland, Edwards and White,
all in the State of Illinois, to the boundary line between the
State of Illinois and the State of Indiana, conveyed to the
Railroad Company by deed of the Mattoon and Evansville
Railroad Company, dated January 27, 1902, and recorded in
the offices of the Recorders of Deeds of the counties aforesaid;
8. The railroad formerly known as part of the Peoria, De¬
catur and Evansville Railway, extending from the boundary
line between the State of Illinois and the State of Indiana,
through the Counties of Gibson, Posey and Vanderburgh and
into the City of Evansville, in the County of Vanderburgh,
all in the State of Indiana, conveyed to the Railroad Com¬
pany by deeds dated July 12, 1902, of C. C. Brown, Special
Master, and of C. C. Brown, Special Master, jointly with the
Central Trust Company of New York and William A. Heil-
man, recorded in the offices of the Recorders of Deeds of
the counties aforesaid;
9. The railroad formerly known as the New Harmony
Branch of the Peoria, Decatur and Evansville Railway, ex¬
tending from a connection with the said Peoria, Decatur and
Evansville Railway in Stewartsville to New Harmony, all in
the County of Posey and State of Indiana, conveyed to the
Railroad Company by deed of Blewett Lee, dated April 21,
24
' on 1903, and recorded in tlie office of the Recorder of Deeds of the
mortgaged. county aforesaid ;
10. The railroad formerly known as the St. Louis and
Ohio River Railroad, extending from a point upon the rail¬
road formerly known as The St. Louis, Alton and Terre Haute
Railroad, now owned and operated by the Railroad Com¬
pany, at or near Reevesville, in the County of Johnson, to a
point upon the Ohio River at or near Golconda in the County
of Pope, all in the State of Illinois, conveyed to the Railroad
Company by deed of the St. Louis and Ohio River Railroad
Company dated November 16, 1903, and recorded in the of¬
fices of the Recorders of Deeds of the counties aforesaid;
11. The railroad formerly known as the Mounds and
Olive Branch Railroad, extending from a point at or near
Mounds Station on the charter line of the Illinois Central
Railroad, in the County of Pulaski, to a point at or near Olive
Branch, in the County of Alexander, all in the State of Illinois,
conveyed to the Railroad Company by deed of the Mounds
and Olive Branch Railroad Company dated November 16,
1903, and recorded in the offices of the Recorders of Deeds of
the counties aforesaid;
12. The railroad formerly known as the Groves and Sand
Ridge Railroad, extending from a point on the line of the rail¬
road formerly known as I he St. Louis, Alton and Terre Haute
Railroad, at the station of Matthews Junction in Perry
County, near the south line of said county, to a point on the
line of the railroad formerly known as the Chicago & Texas
Railroad, at or near Sand Ridge, in the County of Jackson,
all in the State of Illinois, conveyed to the Railroad Company
by deed of the Groves and Sand Ridge Railroad Company
dated June 28, 1904, and recorded in the offices of the Re¬
corders of Deeds of the counties aforesaid ;
13. The railroad formerly known as the Christopher and
Herrin Railroad, extending from a point on the line of the
25
railroad formerly known as the Belleville & Eldorado Bail- Pjfrcor$si0n
road, at or near Christopher, in a southerly direction, to a mG 1
point at or near Herrin Junction, on the line of the railroad
formerly known as the Chicago & Texas Bailroad, all in the
counties of Franklin and Williamson in the State of Illinois,
part conveyed to the Bailroad Company by deed of the Chris¬
topher and Herrin Bailroad Company dated November 16,
1903, and recorded in the office of the Becorder of Deeds of
Franklin County aforesaid, and part (including all that part
located in said County of Williamson) constructed since that
date;
14. The railroad known as the Peoria, Decatur and Mat-
toon Bailroad between the cities of Pekin and Mattoon, be¬
ginning- at the said city of Pekin, in the county of Tazewell,
and running through the said county of Tazewell via Pela-
van to Lincoln, in the county of Logan, and thence through
the counties of Logan and Macon via Mount Pulaski, Latham
and Warrensburg to Decatur, in the county of Macon, and
thence through the counties of Macon and Moultrie via Dal-
ton City and Bethany to Sullivan, in the county of Moultrie,
and thence through the counties of Moultrie and Coles to a
point in the city of Mattoon, in the said county of Coles, where
the said railroad is intersected by the railroad of the Cleve¬
land, Cincinnati, Chicago & St. Louis Bailroad Company, all
in the State of Illinois ;
(The aforesaid lines of road mentioned in the paragraphs
numbered from 2 to 14 inclusive are known as the Purchased
Lines and their mileage is approximately 748.36 miles.)
15. The line of railroad formerly belonging to the Gil-
man, Clinton & Springfield Bailroad Company, situated in
the State of Illinois, and extending from the town of Oilman
in Iroquois County, to the City of Springfield in the County
of Sangamon, passing through or into the Counties of Iro¬
quois, Ford, Champaign, McLean, De Witt, Logan and San¬
gamon, the length thereof being approximately 111.47 miles,
26
railroads'011 the same being a part of the lines of railroad known as the
mortgaged. Springfield Division of the Illinois Central Railroad Com¬
pany ;
16. The line of railroad formerly the property of The St.
Louis, Alton & Terre Haute Railroad Company, situated in
the State of Illinois, being the railroad extending from East
St. Louis to Belleville in the County of St. Clair; also the
railroad line formerly of The Belleville & Southern Illinois
Railroad. Company extending from Belleville in St. Clair
County, Illinois, to DuQuoin in Perry County, Illinois; also
the line of railroad formerly of the Belleville & Eldorado
Railroad Company extending from said DuQuoin in Perry
County to Eldorado in Saline County, Illinois; also the rail¬
road formerly of the Belleville & Carondelet Railroad
Company, extending from Belleville to a point on the
Mississippi River opposite South St. Louis by way
of East Carondelet, all in the County of St. Clair,
Illinois; also the line of railroad formerly of The St. Louis
Southern Railroad Company extending from Pinckneyville,
Perry County, to Carbondale, in Jackson County, with a
branch from Harrison, a station on said line, to
Murphysboro, in said county, and including all the
leasehold interest and estate, formerly of The St. Louis
Southern Railroad Company in The Carbondale & Shawnee-
town Railfoad; also the line of railroad formerly
of The Carbondale & Shawneetown Railroad Company, ex¬
tending from Carbondale, Jackson County, to Marion, Wil¬
liamson County; also the line of railroad formerly of The
Chicago, St. Louis & Paducah Railroad Company extending
from Marion in Williamson County to Brooklyn, in Massac
County; all of said railroads being in the State of Illinois
and together comprising in length about 239.04 miles, and
being a part of the lines of railroad known as the St. Louis
Division of the Illinois Central Railroad Company ;
27
17. The line of railroad formerly known as the Chicago, °ffrc^gon
Havana and Western Railroad, running from a point on the mortgaged-
so called Chicago branch of the Illinois Central Railroad char¬
ter line, at or near the City of Champaign, in the County of
Champaign, through and into the counties of Champaign,
Piatt, De Witt, Logan and Mason, to the City of Havana, in
the County of Mason, and from the City of White Heath, in
the County of Piatt, into and through the counties of Piatt
and Macon, to the City of Decatur, in the County of Macon
and State of Illinois, and including the property described as
follows :
All and singular the railway and property extending from
the City of Champaign, in the • ounty of Champaign, thence
to the town of White Heath, in Piatt County, thence by way
of Clinton in De Witt County, Lincoln in the County of
Logan. Mason City and Havana in the ' ounty of Mason, and
westerly therefrom as located, to a point in Isabel Township,
in Fulton County, including the bridge over the Illinois River,
and approaches thereto, and rights of way acquired in said
Isabel Township, in the County of Fulton, together with a
(
branch extending from the village or town of White Heath,
in the County of Piatt, to the City of Decatur, in the County
of Macon, all of said railroad and property being within
the State of Illinois, said railroad and branch being of the
aggregate length of about one hundred and thirty-two miles;
18. The line of railroad extending from a point in the
town of Le Roy, in the County of McLean in the State of Illi¬
nois, and through a portion of the said County of McLean
and the Counties of Champaign and Vermilion in the State
of Illinois, to a point in the town of West Lebanon, in the
County of Warren, in the State of Indiana, a distance of
about 74.43 miles, the same having formerly belonged to the
Rantoul Railroad Company;
Also all lands, terminals, yards, roadbeds, superstruc- Franchises and
tures, rights of way, easements, leases, trackage rights, rails, urtenances-
28
Franchises and
appurtenances.
Habendum.
tracks, side-tracks, sidings, switches, bridges, viaducts, cul¬
verts, tunnels, embankments, offices, depots, stations, depot'
grounds, warehouses, car houses, engine houses, freight
houses, coal houses, wood houses, machine shops and other
shops (but not including any machinery), turn-tables, water
stations, fences, telegraph and telephone lines, elevators,
structures, erections and buildings, (excepting such por¬
tions, if any, of the Springfield or East St. Louis
terminal properties as may be subject to the lien of the Rail¬
road Company's mortgage dated October 1, 1900, securing
its Litchfield Division First Mortgage Gold Bonds or of its
mortgage dated January 1, 1908, securing its First
Lien Equipment Bonds), now held or acquired or
hereafter held or acquired for use in connection with the said
railroads (or any of them) described in the preceding para¬
graphs 1 to 18, both inclusive, and any and all corporate or
other rights, powers, privileges and franchises which the
Railroad Company has now or which it or its successors
hereafter shall acquire, possess or become entitled to for or
appertaining to the construction, maintenance, use or opera¬
tion of any of the said railroads, and any and all
the rents, issues, profits, tolls and other income of said
railroads, together with all and singular the tenements and
hereditaments thereunto belonging or in anywise appertain¬
ing, and also all the estate, right, title, interest, property, pos¬
session, claims and demands whatsoever as well in law as in
equity of the said Illinois Central Railroad Company of, in
and to the same, and any and every part thereof ;
To have and to hold, the premises, railroads, properties,
estates, rights, franchises and appurtenances hereby mort¬
gaged, conveyed or assigned, or intended to be mortgaged,
conveyed or assigned, unto the Trustee and to its successors
in the trust and its and their assigns forever ;
Subject, however, as to the properties severally and re-
29
spectively embraced therein, to the prior lien mortgages here¬
inbefore described, for the respective amounts above set
forth ;
But in trust, for the equal and proportionate use, benefit Declaration of
^ t w t •
and security of all present and future holders of any of the
bonds issued and to be issued under, and secured by, this in-
f
denture, and for the enforcement of the payment of said bonds
and of the interest thereon, when payable, and the perform¬
ance of, and compliance with, the covenants and conditions of
said bonds and of this indenture, without preference, priority
or distinction as to lien or otherwise of any one bond over
any other bond issued hereunder by reason of priority in the
issue or negotiation thereof or by reason of the purpose of
its issue, or by reason of the execution of any instrument sup¬
plemental hereto, or otherwise howsoever, (except as pro¬
vided in Section 2 of Article Fourth of this indenture), so that
each and every bond issued or to be issued hereunder shall
-have the same right, lien and privilege under and by virtue of
this indenture and any instrument supplemental hereto, and
so that the principal and interest of each bond shall, subject
to the terms thereof and hereof, be equally and proportion¬
ately secured hereby and by any instrument supplemental
hereto, as if all had been duly issued, sold and negotiated
simultaneously with the execution and delivery hereof.
And it is hereby covenanted and declared that all such
bonds are to be executed, and certified and delivered, and that
the mortgaged premises are to be held by the Trustee, sub¬
ject to the further covenants, conditions, uses and trusts
hereinafter set forth; and it is covenanted between the par¬
ties hereto and for the benefit of the respective holders, from
time to time, of bonds issued hereunder, as follows, viz. :
30
Name, num¬
bers and de¬
nominations
of bonds.
Endorsement
on registered
bonds.
ARTICLE FIRST.
Execution and Registration of Bonds.
Section 1. The coupon and registered bonds to be issued
under and secured by this indenture, together with the cou¬
pons appertaining to the coupon bonds, shall respectively be
substantially of the tenor and purport above recited, and shall
be known as the Railroad Company's 'Refunding Mortgage
Gold Bonds. " The coupon bonds shall he issued in the de¬
nomination of One Thousand Dollars ($1,000). The regis¬
tered bonds shall be of the denomination of One Thousand
Dollarte and such multiples of One Thousand Dollars as the
Board of Directors of the Railroad Company shall from time
to time authorize. The coupon bonds shall be numbered con¬
secutively from 1 upwards. The coupon bonds shall bear date
November 1, 1908. and the registered bonds shall be dated the
day of the issue thereof. All bonds shall be payable^
principal and interest, at the office or agency of the Railroad
Company in the City of New York. At the option of the Rail¬
road Company, from time to time, any of such bonds may, as
herein provided, be executed, certified and delivered originally
either as coupon bonds or registered bonds.
Section 2. Every registered bond shall bear thereon an
endorsement in substantially the following form, viz. :
The within bond is issued in lieu of or in exchange
for coupon bonds numbered
for $1,000 each, none of which bonds is contempora¬
neously outstanding; and coupon bonds bearing the
above said serial numbers will be issued in exchange for
this bond upon its surrender and cancellation.
Whenever any bond shall be issued originally as a regis¬
tered bond there shall be reserved by the Railroad Company
unissued an aggregate amount of coupon bonds equal to the
amount of the registered bond so issued ; and the serial num-
31
ber or numbers of the coupon bonds so reserved unis¬
sued shall by the Railroad Compay be endorsed on the reg¬
istered bond issued in lieu thereof.
Section 3. The bonds issued hereunder shall bear interest, Execution and
which shall be payable semi-annually on the first day of May bonds
and the first day of November in each year, at such rate, not
exceeding four per cent, per annum, as from time to time
shall be fixed by the Board of Directors of the Railroad Com¬
pany and as shall be designated in said bonds when issued.
The bonds issued hereunder shall from time to time
be executed on behalf of the Railroad Company by
its President or one of its Vice-Presidents, or other
officers thereunto authorized by its Board of Directors, and
its corporate seal shall be thereunto affixed and attested by
its Secretary or one of its Assistant Secretaries or other offi¬
cers thereunto authorized by its Board of Directors. The
bonds shall then be delivered to the Trustee for certification
by it, and the Trustee shall thereupon certify and deliver said
bonds to the Railroad Company, or upon its order, as herein¬
after in Article Second hereof provided, and not otherwise.
Section 4. In case the officers who shall have signed or Signatures of
former
sealed any of said bonds shall cease to be such officers of 'l3icers-
the Railroad Company before the bonds so signed and sealed
shall have been actually certified by the Trustee or delivered,
or sold, or otherwise issued, such bonds may, nevertheless, be
adopted by the Railroad Company, and upon the written re¬
quest of the Railroad Company shall be certified and deliv¬
ered, subject to the provisions of Article Second hereof, and
may be sold or otherwise issued by the Railroad Company as
though the persons who signed or sealed such bonds had not
ceased to be such officers.
Section 5. The coupons to be attached to coupon bonds coupons, sig-
shall be authenticated by the engraved fac-simile signature of daterof.
E. T. H. Gibson, the present Treasurer of the Railroad Com-
32
Atithentificaiîon
of bonds.
Agency ïti
New York.
Registration
of coupon
bonds as to
principal.
pany, and the Railroad Company may adopt and use for that
purpose the engraved signature of the said E. T. H. Gibson,
notwithstanding the fact that he may have ceased to be such
Treasurer at the time w;hen such bonds shall be actually cer¬
tified and delivered or sold. The registered bonds shall bear
interest only from the first day of May or November as the
case may he, next preceding their respective dates of issue,
unless said bond he dated May 1 or November 1, in which
case it shall bear interest from date.
Section 6. Only such bonds as shall bear thereon endorsed
the Trustee's certificate substantially in the form hereinbe¬
fore recited, executed by the Trustee, shall be secured by this
indenture or entitled to any lien, right or benefit hereunder;
and such certificate of the Trustee upon any such bond exe¬
cuted on behalf of the Railroad Company shall be conclusive
evidence that the bond so certified has been duly issued here¬
under, and that the holder is entitled to the benefit of the
trusts hereby created. Before certifying or delivering any
coupon bond, all coupons appertaining thereto then matured
shall be cut off, cancelled and delivered by the Trustee to the
Railroad Company.
Section 7. The Railroad Company shall keep at an agency
to be maintained by it in the Borough of Manhattan, in the
City and State of New York, or cause to be kept at some bank
or trust company in said borough, books for the registration
and transfer of bonds secured hereby, which at all reasonable
times shall be open for inspection by the Trustee and by the
holder of any bond secured hereby ; and upon presentation for
such purpose, the Railroad Company will register, or cause
to be registered therein, as hereinafter provided, and under
such reasonable regulations as it may prescribe, any bond
hereby secured.
Section 8. The holder of any coupon bond secured hereby
may have the ownership thereof registered on said books
33
of the Railroad Company and such registration noted
on the bond by the Railroad Company. After such
registration no transfer shall be valid unless made on
the Railroad Company's books by the registered owner
in person or by his duly authorized attorney, and similarly
noted on the bond. But the same may be discharged from
registration by being in like manner transferred to bearer,
and thereupon transferability by delivery shall be restored;
but such bond may again, from time to time, be registered, or
transferred to bearer as before. Such registration, however,
shall not affect the negotiability of the coupons, but every
such coupon shall continue to be transferable by delivery
merely, and shall remain payable to bearer.
Section 9. The holder of any coupon bond secured hereby, ^ resistra-
may, at his option, at any time surrender the same for can¬
cellation with all unmatured coupons thereto appertaining
and receive in exchange therefor a like amount of the prin¬
cipal thereof in such registered bonds without coupons, as
hereinafter provided; and the registered owner of any regis¬
tered bond secured hereby, at his option, may at any time
surrender the same for cancellation and receive in exchange
therefor a like amount of the principal thereof in such cou¬
pon bonds, as hereinafter provided. The registered bonds
shall be transferable by the registered owner thereof, in per¬
son, or by his duly authorized attorney, on the said books of
the Railroad Company in the City of New York, and upon sur¬
render and cancellation thereof new registered bonds will be
issued to the transferee in exchange therefor as hereinafter
provided.
Section 10. Whenever any coupon bond secured by this Exchange and
transfer of
indenture, together with all unmatured coupons thereto ap- t®££ered
pertaining, shall be surrendered for exchange for a registered
bond, the Railroad Company shall issue, and the Trustee shall
certify and deliver, in exchange for such coupon bond, a like
34
Exchange and
transfer of
registered
bonds.
Charge for
exchange or
transfer.
Mutilated or
destroyed
bonds.
amount of the principal thereof in said registered bonds with¬
out coupons, which shall have endorsed thereon the serial
number or numbers borne by the coupon bond or bonds so
surrendered for exchange. Whenever any registered bond
hereby secured shall be surrendered for exchange for a cou¬
pon bond, the Railroad Company shall issue and the Trustee
shall certify and deliver in exchange for such registered bond
a like amount of the principal thereof in said coupon bonds,
each respectively bearing one of the serial numbers endorsed
upon the registered bond so surrendered, and with coupons
for interest thereto attached, maturing on and after the next
ensuing interest due date on such surrendered registered
bond. Whenever any such registered bond shall be surren¬
dered for transfer, the Railroad Company shall issue, and the
Trustee shall certify and deliver, a like amount of the prin¬
cipal thereof in new registered bonds, which shall have en¬
dorsed thereon the same serial number or numbers of coupon
bonds which were endorsed upon the registered bond so sur¬
rendered. In every case of any such exchange or transfer the
Trustee forthwith shall cancel the surrendered bond, and, if
a coupon bond, the coupons appertaining thereto, and shall
deliver the same to the Railroad Company.
Section 11. For any exchange of a coupon bond for a regis¬
tered bond, or of a registered bond for a coupon bond, and for
any transfer of a registered bond, the Railroad Company, at
its option, may require the payment of a sum sufficient to re¬
imburse it. for any stamp tax or other governmental charge
connected therewith, and also the further sum of one dollar
for each new bond issued upon such transfer or exchange.
Section 12. In case any bond secured hereby shall become
mutilated, or be destroyed or lost, the Railroad Company, in
its discretion, may issue, and thereupon the Trustee shall
certify and deliver, a new bond of like tenor and date, in
the case of a coupon bond bearing the same serial number
35
as the one mutilated or destroyed, and in case of a reg¬
istered bond without coupons, having endorsed thereon the
same serial number or numbers of coupon bonds, in exchange
and substitution for, and upon cancellation of, the mutilated
bond and coupons or registered bond without coupons, or
in lieu of, and substitution for, the same if destroyed
or lost. In case of destruction or loss, the applicant for a
substituted bond and coupons shall furnish to the Railroad
Company and the Trustee evidence to their satisfaction, in
their discretion, of the destruction or loss of the bond
and coupons or registered bond without coupons, and of the
ownership thereof, and also shall furnish such security or in¬
demnity as shall be required by the Railroad Company and by
the Trustee.
Section 13. Until the said bonds can be engraved the £^orary
Railroad Company may execute in lieu of such engraved
bonds temporary bonds (printed or lithographed and either
registered or transferable by delivery) without coupons, sub¬
stantially of the tenor and of the form of bonds hereinbefore
set forth, for the payment of $1,000 each, or any multiple of
$1,000, as the Railroad Company shall determine. All such
temporary bonds shall bear upon their face the words, ' ' Tem¬
porary Refunding Mortgage Per Cent. Gold Bond, Ex¬
changeable for Engraved Bond(s)," shall be certified by the
Trustee before the issue thereof, and shall be subject to the
limitations and conditions herein prescribed in respect of the
permanent engraved bonds so far as applicable. The Railroad
Company will, in case of the execution and certification of
such temporary bonds, cause to be engraved, as soon as prac¬
ticable, and will thereupon forthwith execute and deliver to
the Trustee for certification and delivery in exchange there¬
for, engraved coupon bonds for $1,000 each, or registered
bonds for $1,000 each, or for multiples of $1,000, to the ag¬
gregate face amount of such temporary bonds and
bearing the same rate of interest. Upon the surren-
36
der of such temporary bonds to the Trustee it shall cer¬
tify and deliver in exchange therefor engraved coupon or reg¬
istered bonds for the amount of the temporary bonds sur¬
rendered, and until so exchanged the temporary bonds shall
have the same force and effect as engraved bonds hereunder,
and shall be entitled to be secured by the lien of this indent¬
ure; and interest, when and as payable, shall be endorsed
thereon. The surrendered temporary bonds shall be forth¬
with canceled by the Trustee.
imerimycertfifi Section 14. The Bailroad Company covenants and agrees
forebonEdXsChan8e that the interim certificates, exchangeable for refunding
bonds, which it has issued or may issue against payments
made on account of the purchase price of the first $20,000,000
face value of the refunding bonds, shall be secured by this
indenture in the same manner as bonds issued hereunder.
The Bailroad Company covenants that from time to time
upon the surrender to it of such interim -certificates, it will
deliver refunding bonds in exchange therefor as therein pro¬
vided and will forthwith cancel and deliver to the Trustee
all interim certificates so surrendered. A list specifying
the respective numbers of the interim certificates outstand¬
ing at the date of the execution of this indenture, and the
principal amount of refunding bonds represented by each of
such interim certificates, is filed with the Trustee by the
Bailroad Company simultaneously with the execution hereof,
and the Bailroad Company covenants and agrees that from
time to time it will file with the Trustee lists specifying the
respective numbers of such interim certificates as may here¬
after be issued by the Bailroad Company, and the principal
amount of refunding bonds represented by each of such cer¬
tificates. Only such interim certificates whose numbers to¬
gether with the principal amount of refunding bonds repre¬
sented by each of such certificates, shall have been specified
in such list or lists, shall be secured hereunder, and any of
such interim certificates which shall not be surrendered in ex-
37
change for bonde within six months after the Railroad Com¬
pany shall be in a position to deliver engraved bonds in
exchange for such interim certificates and shall have pub¬
lished a notice to that effect in a newspaper published in
the City of New York, shall cease to be secured hereunder.
ARTICLE SECOND. Immediate
issue $20,-
000,000.
Issue and Appbopeiation op Bonds.
Section 1. Twenty Million Dollars ($20,000,000) principal
amount of the bonds authorized to be issued under this inden¬
ture, bearing interest at the rate of four per cent, per annum,
shall be executed by the Railroad Company and be deliv¬
ered to the Trustee for certification, and as soon as may be
after the execution of this indenture, and without any further
aiction on the part of the Railroad Company, shall by the Trus¬
tee be certified and delivered to the Railroad Company upon
the written order of the Railroad Company, signed by its
President or one of its Vice-Presidents, and by its Secretary
or Assistant Secretary, under its corporate seal; and the
proceeds of bonds so certified and delivered to the Railroad
Company may be used by it for any of its lawful corporate
purposes.
Section 2. Ten Million Dollars ($10,000,000) principal ca "
amount of the bonds authorized to be issued under this in- in¬
denture shall be executed by the Railroad Company and
shall be certified and delivered by the Trustee only
upon the performance of the condition precedent that the Rail¬
road Company shall convey to the Trustee by a supplemental
indenture subjecting the property conveyed to the same terms
and conditions as those of this present indenture and to the
lien hereof, and free from all lien or encumbrance, all and sing¬
ular the railroad property now known as the Indianapolis
Southern Railroad, extending from a point at or near Effing-
38
ham in the State of Illinois at its junction with the line of
the Illinois Central Railroad Company eastwardly through
the Counties of Effingham, Jasper and Crawford in the State
of Illinois, and the Counties of Sullivan, Greene, Monroe,
Brown, Morgan, Johnson and Marion in the State of Indiana
to its terminus in the City of Indianapolis, a distance of about
178 miles, together with the sidings, switches, turnouts, lands,
bridges, viaducts, culverts, fences, roadways, rights of way,
stations, offices, depots, depot grounds, work shops, machine
shops, engine houses, freight and station houses, warehouses,
elevators and other structures then held or acquired or there¬
after to he held or acquired for use in connection with the said
railroad and also all the corporate rights, privileges, fran¬
chises, easements, property rights and things, of whatever
name or nature connected with or relating to said railroad or
to the construction, maintenance or use thereof, together with
all and singular the tenements, hereditaments, reversions, re-:
mainders, tolls, earnings, incomes, issues and profits thereof,
and the estate, right, title, interest and real property appurte¬
nant thereto, so that all of the bonds issued by virtue of this
instrument shall have the security of a first lien upon all of
the aforesaid railroad, property, corporate rights and fran¬
chises.
Section 3. Subject to the provisions of Section 2 of Article
Seventh hereof, Sixty-one Million Seven Hundred and
Sixty-six Thousand Dollars ($61,766,000) principal amount
of the bonds authorized to be issued under this indenture shall
be executed by the Railroad Company and shall be certified
and delivered by the Trustee, from time to time, for the pur¬
pose of refunding, exchanging, purchasing, retiring and pay¬
ing, as hereinafter provided, at, before or aftér maturity, the
aforesaid prior lien bonds described in the recitals of this in¬
denture as outstanding or as reserved, v
dlnge'for6*' (a) Whenever, from time to time, the Railroad Company
prior lien
bonds.
39
shall tender, or cause to be tendered to the Trustee for de¬
posit hereunder, any of the aforesaid prior lien bonds with all
unmatured coupons thereunto appertaining, whether at or be¬
fore or after the payment or maturity thereof, and whether
paid and canceled, or uncanceled, the Trustee in exchange
therefor shall certify and deliver to the Railroad Company, or
upon its order, bonds hereunder in a principal sum equal, as
nearly as may be, to the aggregate principal amount of the
said bonds so tendered to the Trustee.
(b) At any time or times on or after the maturity or re- Sale before
* maturity prior
demption of any of the said prior lien bonds, or within twelve lien bonds-
months before such maturity or the date for which such prior
lien bonds shall have been called for redemption, the Rail¬
road Company may sell bonds hereby secured, in order to
provide in whole or in part the means to purchase or pay or
redeem such prior lien bonds as shall not theretofore have
been delivered to the Trustee and held by it under this inden¬
ture and which have matured or been redeemed or are to ma¬
ture or to be surrendered for redemption within twelve
months ; and the Trustee shall certify and deliver to the Rail¬
road Company, or upon its order, bonds secured hereby in an
aggregate principal sum equal, as nearly as may be, to the
aggregate principal amount of such prior lien bonds; pro¬
vided, however, that an amount of money equal to the face
amount of the bonds so certified and delivered hereunder shall
simultaneously be deposited with the Trustee in exchange
therefor. Out of the money so received by the Trustee, it
shall, on demand of the Railroad Company and upon delivery
from time to time to the Trustee of bonds so paid or pur¬
chased by the Railroad Company, pay to the Railroad Com¬
pany a sum equal to the aggregate face amount of the bonds
so paid or purchased and delivered to the Trustee.
(c) Upon the satisfaction and discharge of record from
time to time of the said several mortgages and deeds of trust gag«mort"
securing said prior lien bonds and of all instruments supple-
40
Upon provision
for acquisition
of prior lien
bonds.
Issue of bonds
no longer neces¬
sary to be re¬
served.
mental thereto, the Trustee shall certify and deliver to the
Bailroad Company when and as called for hy it an amount of
bonds hereby secured and reserved to be issued as prescribed
in this Section 3 equal at par value, as nearly as may be, to the
maximum amount of said prior lien bonds at any time here¬
after outstanding under the mortgage and deed of trust so
satisfied and discharged of record, except so far as bonds
hereby secured shall theretofore have been issued against the
deposit or anticipated deposit of prior lien bonds with the
Trustee as hereinbefore provided, or under paragraph (d)
hereof.
(d) Whenever the Trustee, in its unrestricted discretion,
shall be satisfied that sufficient funds have been provided by
deposit with the Trustee, or otherwise, to provide for
the purchase or payment of all of the prior lien bonds of any
issue, the Trustee, without other or further condition prece¬
dent, shall certify and deliver, upon the order of the Bailroad
Company, a principal amount of bonds hereunder equal as
nearly as may be to the maximum principal amount of the
prior lien bonds of such issue at any time hereafter outstand¬
ing, except so far as such amount may have been reduced by
issuance of bonds hereunder against the deposit or antici¬
pated deposit of prior lien bonds of such issue with the
Trustee as hereinbefore provided ; and from time to time the
Bailroad Company shall make reasonable efforts to procure,
upon terms which it shall in its discretion deem reasonable,
the satisfaction and discharge of all the mortgages securing
prior lien bonds.
(e) Any bonds at the time authorized to be issued here¬
under which shall no longer be required to be reserved for
issue and delivery in exchange for or to take up the prior lien
bonds in accordance with the provisions of this Section 3, may
be certified and delivered to the Bailroad Company, or upon
its order, on the filing with the Trustee, from time to time,
41
of a copy of a resolution of the Board of Directors of the
Railroad Company, certified under its corporate seal by its
Secretary or an Assistant Secretary, requesting such de¬
livery.
(f) A certificate signed by the President or a Vice-Presi- b
dent and by the Secretary or an Assistant Secretary of the ccrti; cate-
Railroad Company, under its corporate seal, stating that the
prior lien bonds, in respect of the deposit, or anticipated de¬
posit, of which the certification and delivery of bonds here¬
under shall he requested, are a part of the prior lien bonds
specified in the recitals hereof as outstanding or reserved, and,
if reserved, have been issued in accordance with the terms of
this indenture, and stating any other facts pertinent to the
right under this Section 3 to certify and deliver bonds to be
issued under and secured by this indenture, shall be conclu¬
sive evidence to the Trustee of such facts and full warrant,
authority and protection for the action of the Trustee in ac¬
cordance therewith.
The Trustee may certify and deliver bonds under the pro-
* -C ^ J *
^ J * m refunding
visions of this Section 3 either on account of the satisfaction bonds."'60
and discharge of record of the first mortgage of The Kankakee
& Southwestern Railroad Company, or of the Chicago, Madi¬
son & Northern Railroad Company, or of The St. Louis South¬
ern Railroad Company, or of the Belleville & Eldorado Rail¬
road Company, or of the Belleville & Carondelet Railroad
Company, or of The Carbondale & Shawneetown Railroad
Company, or of the second mortgage of The St. Louis South¬
ern Railroad Company, all hereinabove described, or in ex¬
change for any of the prior lien first or second mortgage
bonds secured by any of said mortgages, or in exchange for
any of the Purchased Lines First Mortgage Gold Bonds or
of the St. Louis Division and Terminal First Mortgage Gold
Bonds, reserved as hereinabove described, by the issue of
which any such prior lien first or second mortgage bonds
shall have been refunded ; provided, that the principal amount
42
of bonds issuable hereunder on account of the satisfaction
and discharge of record of any of said first mortgages or of the
said second mortgage of The St. Louis Southern Eailroad
Company shall be reduced by the principal amount of any
such first or second mortgage bonds which shall have been
refunded by any such reserved purchased Lines First Mort¬
gage Gold Bonds or by any such reserved St. Louis Division
and Terminal First Mortgage Gold Bonds, and that in no event
shall the Trustee certify and deliver bonds secured hereby
in exchange for any such prior lien first or second mortgage
bonds which shall have been refunded by the issue of any of
said reserved Purchased Lines First Mortgage Gold Bonds
or of said reserved St. Louis Division and Terminal First
Mortgage Gold Bonds, or in exchange for any of such re¬
served bonds by whose issue and use prior lien first or sec-
a
ond mortgage bonds shall not have been refunded in accord¬
ance with the terms of the mortgages securing such reserved
bonds.
Nothing in this indenture contained shall be construed to
authorize or permit the issue of bonds hereunder on account
of any of the Sterling Fives of 1903 or of any of the bonds
deposited uncancelled with the trustee under the mortgage
securing the Purchased Lines First Mortgage Gold Bonds or
under the mortgage securing the St. Louis Division and Ter¬
minal First Mortgage Gold Bonds, all described in the re¬
citals hereof.
issue for other Section 4. Twenty-eight Million Two Hundred and Thirty-
poses.1*3^ pur~ four Thousand Dollars ($28,234,000) par value of the bonds
authorized to be issued under this indenture shall be executed
by the Eailroad Company and shall be certified and delivered
by the Trustee from time to time to the Eailroad Company,
upon the written request of its President or Vice-President
accompanied by a certified copy of a resolution adopted by
its Board of Directors, authorizing such request, stating that
43
bonds secured hereby to a principal amount specified in such
resolution will be used for the purpose of funding indebt¬
edness of the Illinois Central Railroad Company, paying for
constructing, completing, improving or maintaining its lines
of railroad, or for other corporate purposes for which the pro¬
ceeds of such bonds may be lawfully used.
The Trustee may receive the certificate of the Secre- Evidence pro¬
tecting TruS"
tary or one of the Assistant Secretaries of the Railroad Com- tee.
pany, under the corporate seal of the Railroad Company, as
conclusive evidence of the adoption by the Board of Directors
of the Railroad Company of any of the resolutions hereinbe¬
fore provided for. The resolutions required or provided by
this Section 4 to be delivered to the Trustee as a
condition of the certification of bonds hereunder may be
received by the Trustee as conclusive evidence of any fact per¬
taining to its right or duty to certify and deliver bonds pur¬
suant to Section 4 of this Article, and shall be full warrant,
authority and protection to the Trustee acting on the faith
thereof, for the certification by it of such bonds.
Section 5. Everv prior lien bond which shall be deposited Prior lien bonds
" x x to be stamped
with or otherwise acquired by the Trustee, as provided in 1'^°," etc?4'*
Section 3 of Article Second hereof, shall by the Trustee be
stamped with the words "Not negotiable. Held in trust for
the purposes declared in the Refunding Mortgage of the Illi¬
nois Central Railroad Company, dated November 1, 1908,"
and (either with or without conversion into registered bonds
under the mortgages securing them, at the option of the Trus¬
tee) shall be held by the Trustee as purchaser, without ex¬
tinguishment or impairment of lien, as additional security for
the payment of the bonds hereby secured, until (1) all the
prior lien bonds secured under any one mortgage and any in¬
struments supplemental thereto shall have been so deposited
(except lost or destroyed bonds for which satisfactory in¬
demnity may have been given), or until (2) the mortgage and
any instruments supplemental thereto securing any issue of
44
prior lien bonds shall have been satisfied and discharged of
record, when, in either such case, all the deposited prior lien
bonds under that mortgage shall, upon the written request of
the Railroad Company, be canceled by the Trustee and sur¬
rendered to the Railroad Company.
" « n onds Section 6. Neither the principal nor the interest of any
lected! 0 prior lien honds at any time so held by the Trustee shall be
collected or required to be paid, unless or until proceedings
shall have been instituted to enforce the mortgage securing
such bonds, either by entry or by sale ; but then and thereupon,
all of the bonds of that issue then so held by the Trustee, and
all interest thereon maturing on or subsequent to the date
upon which the default was made for which such proceed¬
ings shall have been instituted, shall be entitled to payment;
and payment thereof shall be enforced ratably and equally
with all of the other prior lien honds of that issue not de¬
posited with the Trustee ; but all interest maturing upon any
such deposited bonds prior to any default under this mortgage,
or under any mortgage or instruments supplemental thereto
securing the same, shall be deemed to have been paid and
satisfied, and, upon request of the Railroad Company there¬
for, the coupons or interest warrants representing such in¬
terest shall be canceled by the Trustee and delivered to the
Railroad Company.
Aggregate Section 7. The aggregate amount of all bonds which may
issue.
be issued and outstanding under this indenture shall never,
at any one time, exceed the principal sum of One Hundred
and Ten Million Dollars ($110,000,000), unless and until the
lines of railroad of the Indianapolis Southern Railroad Com¬
pany, with their franchises, described in Section 2 of this
Article, shall have been subjected to the lien of this indenture
in the manner and by the conveyance prescribed in said sec¬
tion; and thereafter shall never at any one time exceed the
principal sum of One Hundred and Twenty Million Dollars
($120,000,000).
45
ARTICLE THIRD.
Possession Until Default—Defeasance.
Section 1. Until some default shall have been made in the
due and punctual payment of the interest or of the principal
of the bonds hereby secured, or of some part of such interest
or principal, or in the due and punctual performance and ob¬
servance of some covenant or condition hereof obligatory upon
the Railroad Company, and such default shall have continued
beyond the period of grace, if any, herein provided in respect
thereof, the Railroad Company, its successors and assigns,
shall he suffered and permitted to retain actual possession of
the mortgaged properties (other than cash, bonds and
other securities pledged or deposited hereunder), and
to manage, operate and use the same and every part
thereof, and to collect, receive and take the tolls,
earnings, rents, issues, profits and other income there¬
of ; hut the Railroad Company hereby covenants and
agrees to pay first from such income, after paying the ex¬
penses of operating and maintaining said properties and the
taxes thereon, all interest accruing and maturing upon the
prior lien bonds aforesaid or upon the bonds issued here¬
under; and after payment of the expenses of maintaining
and operating the railroads subject to the lien hereof, and
the interest, if any, accruing and maturing upon the several
issues of prior lien bonds aforesaid (so far as such income is
pledged to the payment of such interest by the terms of any
prior lien mortgage), such income shall, either before or after
default, and whether said railroads are operated by the Rail¬
road Company, or by the Trustee under the power of en¬
try hereinafter reserved, or by a receiver or receivers
appointed by any court at the instance of the Rail¬
road Company or of any creditor, stockholder or other
Railroad Co.
to retain
possession.
46
Defeasance.
Railroad Co.
may surrender
possession to
Trustee.
person interested in said Railroad Company, or having
the right to apply for such appointment, be primarily pledged
and applied to the payment of the interest and principal of
the refunding bonds in the order of priority declared in Sec¬
tion 1 of Article Fifth hereof.
Section 2. If, when the bonds hereby secured shall be¬
come dne and payable, the Railroad Company shall well and
truly pay or cause to be paid the whole amount of the prinr
eipal and interest due or accrued upon all of the bonds hereby
secured and then outstanding, or shall provide for such pay¬
ment by depositing with the Trustee hereunder, for the pay¬
ment of such bonds, the entire amount due and to become due
thereon for principal and interest, and shall also pay or cause
to be paid all other sums payable hereunder, and shall well
and truly keep, perform and observe all things herein required
to be kept, performed and observed by it according to the true
intent and meaning of this indenture, then and in that case
all the railroads and other property, rights and interests
hereby conveyed shall revert to the Railroad Company, or to
whomsoever shall be lawfully entitled thereto, and the estate,
right, title and interest of the Trustee therein shall thereupon
cease, determine and become void; and the Trustee shall, in
such case, on demand of the Railroad Company, and at the
latter's cost and expense, enter satisfaction and discharge of
this indenture upon the public records.
Section 3. The Railroad Company, at any time before full
payment of the bonds hereby secured, and whenever it shall
deem it expedient for the better protection and security of
such bonds, although there then be no default entitling the
Trustee to enter into possession, with the consent of the
Trustee, may surrender and deliver to the Trustee full posses¬
sion of the whole or any part of the property, premises and
interests hereby conveyed, or intended so to be, for any period
fixed or indefinite. Upon such surrender and delivery to the
47
Trustee, with its consent, the Trustee shall enter into and upon
the premises so surrendered and delivered and shall take and
receive possession thereof, for such period, fixed or indefinite,
as aforesaid, without prejudice, however, to its right at any
time subsequently, when entitled thereto by any provision
hereof, to insist upon, and to maintain such possession, though
beyond the expiration of any prescribed period. Upon any
such voluntary surrender and delivery of said property and
premises, or of any part thereof, the Trustee, from the time
of its entry, shall work, maintain, use, manage, control and
employ the same in accordance with the provisions of this in¬
denture, and shall receive and apply the income and revenues
thereof as provided in Section 1 of Article Fifth hereof.
ARTICLE FOURTH.
Particular Covenants oe Railroad Company.
Section 1. The Railroad Company covenants and agrees To pay princi-
that it will duly and punctually pay, or cause to be paid, the fn'eSt.
principal and interest accruing thereon of every bond issued
hereunder, all in gold coin of the United States of America of
or equal to the present standard of weight and fineness, in ac¬
cordance with the terms, and at the dates and place and in
the manner, mentioned in said bonds or in the coupons thereto
appertaining, according to the true intent and meaning
thereof. The Railroad Company further covenants and
agrees that said principal and interest shall be paid without
deduction for any tax or taxes which the Railroad Company
may be required or permitted to pay thereon or to retain
therefrom, under any present or future law of the United
States of America, or of any state, county or municipality
therein. The interest on coupon bonds shall be payable only
upon presentation and surrender of the several coupons an-
48
nexed to said coupon bonds as such coupons respectively ma¬
ture; and when and as paid all coupons shall forthwith be
canceled by the Railroad Company. The interest on regis¬
tered bonds without coupons shall be payable only to the reg¬
istered owners thereof.
Section 2. The Railroad Company covenants and agrees
that it will not, directly or indirectly, extend or assent to the
extension of the time for payment of any coupon or claim for
interest upon any bond secured hereby, and that it will not,
directly or indirectly, be a party to or approve of
any arrangement therefor by purchasing or funding
said coupons or claims for interest or in any other
manner. In case the payment of any such coupon or
claim for interest should be so extended whether or
not by or with the consent of the Railroad Company, such
coupon or claim for interest so extended shall not be entitled
in case of default hereunder, to the benefit or security of this
indenture, except subject to the prior payment in full of the
principal of all bonds issued hereunder and outstanding, and
of all coupons and claims for interest on such bonds, the
payment of which has not been so extended; the intention of
this agreement being to prevent any accumulation after ma¬
turity of coupons or other claims for interest.
Section 3. The Railroad Company covenants and agrees
that it will well and truly pay and discharge, upon presenta¬
tion thereof for payment at or after maturity, or will acquire
and deposit hereunder with the Trustee, all of the prior lien
bonds; that it will punctually pay or cause to be paid the in¬
terest on all such bonds, as and when such interest shall be¬
come due and payable, until all of the said bonds shall have
been fully paid and discharged, except as provided in Section
6 of Article second of this indenture; that it will not
*
make or suffer any default upon any of the prior
lien bonds or under the mortgages securing them,
49
wherefrom the right might arise to enforce by fore- N°t to extend
. . prior lien
closure or otherwise the lien therein provided; that it will ^jS! excep'
not extend or renew any of the said bonds, or any mortgage
debt whatsoever which is or may be a lien upon any portion
of the mortgaged premises prior to the lien of the refunding
bonds or . of this indenture, and will not cause or
suffer the same to be extended or renewed, with
the exception of the aforesaid bonds of the Chicago, Madison
and Northern Railroad Company, the Chicago, Havana and
Western Railroad Company and the Rantoul Railroad Com¬
pany, which may be extended or renewed so as to mature not
later than April 2nd, 1952 ; that it will not issue or reissue or
permit the issue or reissue of any bond secured by mortgage
on any part of the mortgaged premises prior to the lien of
this indenture, except that any of the Purchased Lines First
Mortgage Gold Bonds and St. Louis Division and Terminal
First Mortgage Gold Bonds in the recitals of this indenture
specified as reserved, may be issued for the purposes for which
said bonds are so reserved, but for no other purpose ; and as
soon as (in the judgment of the Railroad Company) prac¬
ticable after all of any issue of prior lien bonds shall have
been paid it will cause all instruments securing them to be
canceled and discharged of record ; but no holder of any of the
prior lien bonds shall be entitled to the benefit of the lien of,
or to any rights under, this indenture.
Section 4. The Railroad Company covenants and agrees To maintain
that this indenture is and always will be kept a first lien upon
the premises and property described or mentioned in the
granting clauses hereof, and upon renewals and replacements
thereof, subject, however, as to the properties severally and re¬
spectively embraced therein to the prior lien mortgages herein¬
before mentioned, and that it shall become a first lien there¬
on upon the payment of the prior lien bonds as herein pro¬
vided. The Railroad Company covenants and agrees
50
To pay liens.
To protect
prior lien
bonds.
To be only
mortgage
security on
part of line.
To pay taxes.
that it will not voluntarily create or suffer to be created or
to arise any lien or charge having priority to, or preference
over, the lien of these presents upon the mortgaged premises,
or any part thereof, or upon the income thereof; and, that
within three months after the same shall accrue, it will pay, or
cause to be discharged, or will make adequate provision for
the satisfaction or discharge of, all lawful claims and demands
of mechanics, laborers and others, which, if unpaid, might by
law be given precedence to this indenture as a lien or charge
upon the mortgaged premises or any part thereof, or the in¬
come thereof. As a cumulative covenant without prejudice
to, or impairment of, any other covenant or provision in this
indenture contained, the Railroad Company covenants and
agrees that in case there shall at any time be any prior lien
mortgage debt of the Railroad Company outstanding, for the
retirement of which refunding bonds shall not have been
specifically reserved as hereinbefore provided, the Railroad
Company will forthwith make specific provision for the retire¬
ment of such mortgage debt by depositing with the Trustee
a sufficient amount of refunding bonds or money, and on or
before the maturity of such mortgage debt will either cancel
such debt or deposit the evidences thereof with the Trustee
hereunder. The Railroad Company further covenants and
agrees that the aggregate amount of the refunding bonds re¬
served for the retirement of the prior lien mortgage debts of
the Railroad Company shall always equal or exceed the aggre¬
gate amount of such debts at the time outstanding; and that
this indenture is, and shall always continue to be, a first mort¬
gage, and the only mortgage security given by the Railroad
Company, upon some portion of the railroad (located in one
of the States of Illinois, Indiana, and Wisconsin) owned by
the Railroad Company.
Section 5. The Railroad Company covenants and agrees
that, from time to time, it will pay and discharge all taxes,
assessments and governmental charges lawfully imposed upon
51
the lines of railroad and other premises and property hereby
mortgaged, or upon any part thereof, or upon the income and
profits thereof, and also all taxes, assessments and govern¬
mental charges lawfully imposed upon the lien or interest of
the Trustee or of the bondholders in, to or in respect of such
mortgaged premises, the lien of which would be prior to the
lien hereof, so that the priority of this indenture shall
be fully preserved in respect of the mortgaged prem¬
ises at the cost of the Railroad Company without
expense to the Trustee or the bondholders; provided, how¬
ever, that nothing contained in this Section 5 shall require the
Railroad Company to pay any such tax, assessment, or charge,
so long as the Railroad Company in good' faith and by appro¬
priate legal proceedings shall contest the validity thereof, and
that nothing in the refunding bonds or in this indenture con¬
tained shall obligate or be deemed to obligate the Railroad
Company to pay any tax, assessment, or other governmental
charge, the agreement to -pay which or the payment of which
would be contrary to law, or would result in the forfeiture
of any right or interest secured to any of said, bondholders
by the terms of said bonds or of this indenture.
»
Section 6. The Railroad Company covenants and agrees maintain
x ^ ° agency in
that it will at all times, until the payment of the principal of New York-
the bonds secured hereby, keep an agency in the Borough of
Manhattan, in the City and State of New York, where any such
bonds and coupons may be presented for payment and where
notices and demands in respect of said bonds and coupons
may be served, or designate, by written notice to the Trustee
and by advertisement, a bank or trust company in said
Borough for such purposes. In default of any such agency
or any such designation, presentation and demand may be
made and notices served at the office of the Trustee.
Section 7. The Railroad Company covenants and agrees issue bonds
^ " ° in accordance
that it will not issue, negotiate, sell or dispose of any bond with mortgage
52
hereby secured, in any manner other than in accordance with
the provisions of this indenture, and the agreements in that
behalf herein contained.
Section 8. The Railroad Company covenants and agrees
that, except as otherwise in this indenture expressly provided,
it will at all times, until the payment of the principal of the
bonds secured hereby, continue, maintain, extend and renew
its corporate existence for all the purposes of this indenture,
and, maintain, keep in repair, equip and operate, or cause to
be maintained, kept in repair, equipped and operated, the lines
of railroads and other property now or at any time subject'
to the lien of this indenture.
Section 9. The Railroad Company covenants and agrees
that whenever required by the Trustee, it will grant, convey,
confirm, assign, transfer and set over unto the Trustee, upon
and subject to the uses and trusts in this indenture set forth,
the estate, right, title and interest of the Railroad Company,
in, or to, all railroads, rights, powers, privileges, franchises
and other real property, which, in any way or manner, it shall
acquire as appurtenant to, or for the use of the mortgaged
premises ; and also it will do, execute, acknowledge and deliver,
or it will cause to be done, executed, acknowledged and deliv¬
ered, all and every such further acts, deeds, transfers and
assurances for the better assuring, conveying and confirming
unto the Trustee all and singular the premises, estates and
property hereby conveyed, or intended so to be, as the Trustee
or the holders of a majority in amount of the bonds secured
hereby and then outstanding shall reasonably require for
better accomplishing the provisions and purposes of this in¬
denture, or for securing payment of the principal and in¬
terest of the bonds intended to be hereby secured.
Section 10. The Railroad Company covenants and agrees
that it will not sell or permit to be sold, or place or permit to
be placed any additional lien upon, any of its bonds known
53
and hereinbefore described as Sterling Fives of 1903 or any
of the bonds deposited uncancelled with the trustee under
the mortgage securing the Purchased Lines First Mortgage
Gold Bonds or under the mortgage securing the St. Louis
»
Division and Terminal First Mortgage Gold Bonds, all here¬
inbefore described, and that upon the termination from time to
time of the lien thereon of any of the instruments under which
the said Sterling Fives of 1903 and the said bonds deposited
uncanceled have severally been deposited or pledged, when¬
soever and howsoever any such lien shall terminate, it will
forthwith cancel and retire, or cause to be canceled and retired,
all of said bonds so released, and as soon as practicable will
cause to be canceled and discharged of record all instruments
securing them.
ARTICLE FIFTH.
In Case of Default.
Section 1. In case (1) default shall be made in the pay- œter!ee may
ment of any interest on any bond hereby secured, and any
such default shall have continued for a period of six months;
or in case (2) default shall be made in the due and punctual
payment of the principal of any bond hereby secured when
✓
the same shall become due, whether upon maturity thereof or
upon declaration or otherwise as authorized by this inden¬
ture; or in case (3) default shall be made in the payment of
any interest on any of the prior lien bonds mentioned and de¬
scribed in the recitals hereof, and any such default shall have
continued for a period of six months; or in case (4) default
shall be made in the due and punctual payment of the prin- •
cipal of any of said bonds when the same shall become due,
whether upon maturity thereof or upon declaration or other¬
wise as authorized by the mortgages, by which said bonds are
secured; or in case (5) default shall be made in the due ob-
54
Testée ««y servance or performance of any other covenant or condition
by thq refunding bonds or by this indenture or any instru¬
ment supplemental thereto required to be kept or per¬
formed by the Railroad Company, and any such de¬
fault shall have continued for a period of six months after
written notice to said Railroad Company thereof from the
Trustee or from the holders of five per cent, in amount of the
bonds hereby secured and then outstanding; then and in each
and every such case, the Trustee personally, or by its agents
or attorneys, may enter into and upon all or any part of the
railroads, property and premises, rights, interests and fran¬
chises subject to this indenture, and each and every part
thereof and may exclude the Railroad Company, its agents
and servants, wholly therefrom, and having and holding the
I™ratf may same may use, operate, manage and control said railroads
and other premises, regulate the tolls for the transportation
of passengers and freight thereon, and conduct the business
thereof, either personally or by its superintendents, managers,
receivers, agents and servants or attorneys, to the best ad¬
vantage of the holders of the bonds hereby secured ; and upon
every such entry the Trustee, at the expense of the trust es¬
tate, from time to time, either by repair or by construction
may maintain and restore, and may insure or keep
insured, the property, buildings, bridges and structures
erected or provided for use in connection with said
railroads and other premises, and whereof it shall
have become possessed, as aforesaid, in the same man¬
ner and to the same extent as is usual with railroad
companies, and likewise, from time to time, at the expense of
the trust estate, may make all necessary or proper repairs,
renewals and replacements and useful alterations, additions,
betterments and improvements thereto and thereon, as to it
shall seem judicious; and, in such case, the Trustee shall have
%
the right to manage the mortgaged premises, and to carry oil
the business thereof and exercise in respect thereof all rights
55
and powers of the Railroad Company, either in the name of
the Railroad Company or otherwise, as the Trustee shall deem
best ; and it shall be entitled to collect, and to receive all tolls, Disposition of
income.
earnings, incomes, rents, issues and profits of the same and
every part thereof ; and after deducting the expenses of oper¬
ating said railroads, and1 other premises, and of conducting
the business thereof, and of all repairs, maintenance, renew¬
als, replacements, alterations, additions, betterments and im¬
provements, and all payments which may be made for taxes,
assessments, insurance, and prior or other proper liens or
charges upon the said premises and property, or any part
thereof, as well as just and reasonable compensation for its
own services and for all agents, counsel, attorneys, clerks,
servants and other employes by it properly engaged and em¬
ployed, it shall apply the moneys arising as aforesaid as
follows :
First. In case the principal of the bonds hereby se¬
cured shall not have become due, to the payment of the
interest in default, in the order of the maturity of the
installments of such interest, with interest thereon at the
same rate as that specified in the bonds on which such in¬
terest shall be in default ; such payments to be made rata¬
bly to the persons entitled thereto without discrimination
or preference, except as specified in Section 2 of Article
Fourth hereof.
Second. In case the principal of the bonds hereby
secured shall have become due, by declaration or other¬
wise, first to the payment of the accrued interest (with
interest on the overdue installments thereof at the same
rate as that specified in the bonds on which such install¬
ments of interest shall be overdue) in the order of the
maturity of the installments, and then to the payment of
the principal of all bonds hereby secured; in every in¬
stance such payments to be made ratably to the persons
entitled to such payment, without any discrimination or
preference, except as specified in Section 2 of Article
Fourth hereof.
Upon complying with all the provisions of this indenture
and of any instrument supplemental hereto as to which the
56
Railroad Company shall be in default and the payment in full
of whatever may be due for such principal and interest or
payable for other purposes, and after provision satisfactory
to the Trustee shall have been made for the payment of any
semi-annual instalment of interest next maturing upon the
bonds hereby secured, the premises shall be returned to the
Railroad Company, its successors or assigns, or to whomso¬
ever shall be lawfully entitled thereto.
Section 2. In case (1) default shall be made in the pay¬
ment of any interest on any bond hereby secured, and any such
default shall have continued for a perio'd of six months ; or in
case (2) default shall be made in the payment of any interest
on any of the prior lien bonds mentioned and described in
the recitals hereof, and any such default shall have con¬
tinued for a period of six months; or in case (3) default shall
he made in the-due and punctual payment of the principal of
any of said bonds when the same shall become due, whether
upon maturity thereof or upon declaration as authorized by
the mortgages, by which said bonds are secured; or in case
(4) default shall be made in the due observance or perform¬
ance of any other covenant or condition herein required to
be kept or performed by the Railroad Company, and any
such default shall have continued for a period of six months
after written notice to the Railroad Company thereof from
the Trustee or from the holders of five per cent, in amount
of the bonds hereby secured and then outstanding; then, and,
in each and every such case, the Trustee, may, and upon
the written request of the holders of a majority in amount
of the bonds hereby secured and then outstanding shall, by
notice in writing delivered to the Railroad Company, declare
the principal of all bonds hereby secured and then outstand¬
ing to be due and payable immediately, and upon any such
declaration the same shall become and be immediately due
and payable, anything in this indenture or in said bonds
contained to the contrary notwithstanding. This provision,
57
however, is subject to the condition that, if at any time after £eril£X1re,<ïay
the principal of said bonds shall have been so declared due due-
and payable for default in the payment of interest thereon,
all arrears of interest upon all such bonds, with interest, at
the same rate as that specified in the bonds on which such in¬
terest shall be in default, on overdue installments of
interest^ and the expenses of the Trustee and all
other sums which shall have become due and payable by
the Railroad Company hereunder, other than the principal
of such bonds, shall either be paid by the Railroad Company
or be collected out of the mortgaged premises before any sale
of the mortgaged premises shall have been made, or if the
principal of said bonds shall have been declared due and pay¬
able because of one or more of the other defaults herein in
this Section 2 specified, and thereafter all such defaults shall
have been cured before any sale of the premises hereby mort¬
gaged shall have been made, then and in every such case, the
holders of a majority in amount of the bonds hereby secured
and then outstanding, by written notice to the Railroad Com¬
pany and to the Trustee, may waive such default and its
consequences; but no such waiver shall extend to or affect
any subsequent default, or impair any right consequent
thereon.
Section 3. In case (1) default shall be made in the pay- Jej]u.stee maBr
ment of any interest on any bond hereby secured, and any
such default shall have continued for a period of six months ;
or in case (2) default shall be made in the due and punctual
payment of the principal of any bond hereby secured when
the same shall become due, whether upon maturity thereof
or upon declaration as authorized by this indenture; or in
case (3) default shall be made in the payment of any interest
on any of the prior lien bonds mentioned and described in
the recitals hereof, and any such default shall have
continued for a period of six months; or in case (4) de¬
fault shall be made in the due and punctual payment of the
58
principal of said prior lien bonds when the same shall become
due, whether upon maturity of said bonds or upon declaration
as authorized by the mortgages securing them; then, and in
each and every such case, the Trustee, with or without entry,
personally or by attorney, in its discretion, either
(a) may proceed to sell, subject to the then existing prior
liens thereon, to the highest and best bidder in the manner
provided in Section 7 of this article, all and singular the mort¬
gaged premises and properties, which sale shall be at public
auction at Chicago, Illinois, or at such place upon the mort¬
gaged railroads as the Trustee shall select, and at such time
and upon such terms as the Trustee shall fix; or
(b)may proceed to protect and enforce its rights and
the rights of the bondholders under this indenture by suit
in equity or action at law, either for the specific performance
of any covenant or agreement contained herein, or in aid of
the execution of any power herein granted, or for the fore¬
closure of this indenture, for interest, or for principal or
both, or for the enforcement of any other appropriate legal
or equitable remedy, as the Trustee shall deem most effectual
in support of any of its rights or duties hereunder.
Section 4. In case any default shall be made by the Rail¬
road Company in the payment of any interest on any of the
prior lien bonds mentioned and described in the recitals here¬
of, or on any other mortgage debt prior in lien to the refund¬
ing bonds, when and as the same shall become due and pay¬
able, and by reason of such default any right of action or of
entry shall have arisen under any mortgage or supplemental
mortgage securing any prior lien bond or securing any such
debt, whether or not on that account the Trustee under any of
said prior mortgages by which said bonds are secured shall
have proceeded to exercise the right of entry as in said mort¬
gages conferred, or, on that account, shall have begun any suit
or suits in equity or at law for the purpose of protecting or
59
enforcing its rights or the rights of the holders of said bonds,
or for the foreclosure of said mortgages as in said mort¬
gages provided, then in any such event, the Trustee here¬
under may at once proceed to enforce the rights by Sections
1, 2 and 3 of this Article Fifth conferred, notwithstanding the
fact that a period of six months shall not have elapsed since
such default occurred. »
Section 5. Upon filing a bill in equity, or upon commence- eight to
ment of other judicial proceedings, by the Trustee to enforce
any right under this indenture or any instrument supple¬
mental hereto, the Trustee shall be entitled to exer¬
cise the right of entry herein conferred and also any
and all rights and powers herein conferred and provided to be
exercised by the Trustee upon the occurrence and, if a period
of grace be prescribed, upon the continuance of any default,
as hereinbefore provided ; and, as a matter of right, the Trus¬
tee shall be entitled to the appointment of a receiver of the
mortgaged premises and of the tolls, earnings, revenue,
rents, issues, profits and other income thereof, with such
powers as the court or courts making such appointment shall
confer, and shall be entitled to the application by any such
receiver of the net income for the benefit of the holders of
the bonds issued hereunder, in accordance with the trusts
herein declared.
Section 6. In case the Trustee shall have proceeded to Discontinu-
enforce any right under this indenture by foreclosure, entry ceedings.
or otherwise, and such proceedings shall have been discon¬
tinued or abandoned because of waiver or for any other rea¬
son or shall have been determined adversely to the Trustee,
then and in every such case, the Railroad Company and the
Trustee shall severally and respectively be restored to their
former position and rights hereunder in respect of the mort¬
gaged premises, and all rights, remedies and powers of
the Trustee shall continue as though no such proceedings had
been taken.
60
to be sold as Section 7. In the event of any sale, whether made under
an entirety. ^ 7
the power of sale hereby granted and conferred, or under or
by virtue of judicial proceedings, or of some judgment or de¬
cree of foreclosure and sale, the whole of the property hereby
mortgaged shall be sold in one parcel as an entirety, includ¬
ing all the rights, titles, estates, railroads, franchises,
contracts, bonds and other • property of every name
and nature, unless (1) the holders of a majority in amount
of the bonds hereby secured, then outstanding, shall in writ¬
ing request the Trustee to cause said premises to be sold in
parcels, in which case the sales shall be made in such parcels
as shall be specified in such request, or unless (2) such sale
as an entirety is impracticable by reason of some statute or
other cause.
Notice of sale. Section 8. Notice of any such sale pursuant to any pro¬
vision of this indenture, shall state the time when and place
where the same is to be made, and shall contain a brief gen¬
eral description of the property to be sold, and shall be suffi¬
ciently given if published once in each week for four succes¬
sive weeks prior to such sale in one newspaper published in the
City of New York, in the State of New York, and one news¬
paper published in Chicago, in the State of Illinois, and other¬
wise as shall be required by law.
Adjournment Section 9. The Trustee from time to time may adjourn
v I SHivi
any sale to be made by it under the provisions of this in¬
denture, by announcement at the time and place appointed
for such sale, or for such adjourned sale or sales; and with¬
out further notice or publication, it may make such sale at the
time and place to which the same shall be so adjourned.
conveyance in Section 10. Upon the completion of any sale or sales under
case of sale.
this indenture, the Trustee shall execute and deliver to the ac¬
cepted purchaser or purchasers a good and sufficient deed, or
good and sufficient deeds, of conveyance, sale and transfer of
the property and franchises sold, or shall execute and deliver
61
in conjunction with the deed or deeds of the court officer con¬
ducting such sale a proper release of such properties. And the
Trustee is hereby appointed the true and lawful attorney, irre¬
vocable, of the Railroad Company, in its name and stead to
make all necessary deeds of conveyance, sale and transfer of
the property thus sold ; and, for that purpose may execute all
necessary acts of conveyance, assignment and transfer and
substitute one or more persons or corporations with like pow¬
er, the Railroad Company hereby ratifying and confirming
all that its said attorney or attorneys, or such substitute or
substitutes, shall lawfully do by virtue hereof. Nevertheless,
the Railroad Company shall, if so requested by the Trustee,
join in the execution and delivery of such deeds of convey¬
ance, assignment and transfer.
Section 11. Any sale or sales made under or by virtue of jjar of railroad
this indenture, whether under the power of sale herein grant¬
ed and conferred, or under or by virtue of judicial proceed¬
ings, shall operatedo divest all right, title, interest, claim and
demand whatsoever, either at law or in equity, of the Rail¬
road Company of, in and to the properties and premises sold,
and shall be a perpetual bar, both at law and in equity, against
the Railroad Company, its successors and assigns, and against
any and all persons claiming or to claim the premises sold,
or any part thereof, from or under the Railroad Company,
its successors or assigns.
Section 12. The receipt of the Trustee shall be a sufficient Recei;Jt 0t
discharge to any purchaser of the property, or any part there- . i
of sold as aforesaid, for the purchase money, and no such pur- * aser"
chaser or his representatives, grantees or assigns, after pay¬
ing such purchase money and' receiving such receipt, shall be
bound to see to the application of such purchase money upon,
or for, any trust or purpose of this indenture,, or in any man¬
ner whatsoever be answerable for any loss, misapplication or
non-application of any such purchase money, or any part
62
thereof, or be bound to inquire as to the authorization, neces¬
sity, expediency or regularity of aiiy such sale.
principal due Section 13. In case of such sale, whether under the power
in case of sale. 7 *
of sale hereby granted, or pursuant to judicial proceedings,
the principal of all the bonds hereby secured, if not previous¬
ly due, immediately thereupon shall become and be due and
payable, anything in said bonds or in this indenture contained
to the contrary notwithstanding.
application of Section 14. The purchase money, proceeds and avails of
proceeds.
any sale hereunder, whether under the power of sale hereby
granted, or pursuant to judicial proceedings, together with
any other sums which then shall be held by the Trustee under
any of the provisions of this indenture, as part of the trust
estate or of the proceeds thereof, shall be applied as follows :
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 or incurred by
the Trustee in managing and maintaining the property
hereby conveyed, and taxes, assessments or liens thereon
prior to the lien of these presents, except any taxes,
assessments or other superior liens subject to which such
sale shall have been made.
Second. To the payment of the whole amount then
owing or unpaid upon the bonds hereby secured for
principal and interest, with interest on the overdue in¬
stallments of interest at the same rate as that specified
in the bonds on which such installments of interest shall
be overdue ; and in case such proceeds shall be insufficient
to pay in full the whole amount so due and unpaid upon
the said bonds, then to the payment of such principal
and interest, without preference or priority of principal
over interest, or of interest over principal, or of any in¬
stallment of interest over any other installment of inter¬
est, ratably, to the aggregate of such principal and the
accrued and unpaid interest, except as specified in Sec¬
tion 2 of Article Fourth hereof.
Third. To the payment of the surplus, if any, to the
Railroad Company, its successors or assigns, or "to whom¬
soever shall he lawfully entitled to receive the same.
63
Section 15. In case of any sale hereunder, either by the bunds credited
J 7 * on bid.
Trustee or pursuant to judicial decree, any purchaser, for the
purpose of making settlement or payment for the property
purchased, shall be entitled to turn in any bonds and any ma¬
tured and unpaid interest or coupons hereby secured (subject,
however, to 'the provisions of Section 2 of Article Fourth
hereof), in order that there may he credited, as paid thereon,
the sums payable out of the net proceeds of such sale to the
owner of such bonds and coupons, as his ratable share of the
net proceeds, of such sale ; and such purchaser shall be cred¬
ited, on account of the purchase price of the property pur¬
chased, with the sums payable out of such net proceeds on the
bonds and coupons so turned in and credited thereon; and,
at any such sale, the Trustee or any bondholders or their
agents may bid for, and purchase, such property, and may
make payment on account thereof as aforesaid, and, upon com¬
pliance with the terms of sale, may hold, retain and dispose
of such property without further accountability therefor.
Section 16. The Railroad Company will not at any time waiver of stay
x * ^ and appraise-
insist upon or plead, or in any manner whatever claim, or take ment laws-
the benefit or advantage of, any stay or extension law now or
at any time hereafter in force in any locality where the mort¬
gaged premises, or any part thereof, may or shall he situate,
nor will it claim, take, or insist on, any benefit or advantage
from any law now or hereafter in force, providing for the val¬
uation, or appraisement, of the mortgaged premises,
or any part thereof, prior to any sale or sales thereof to
be made pursuant to any provision herein contained, or to the
decree of any court of competent jurisdiction; nor after any
such sale or sales will it claim or exercise any right under any
statute enacted by any state, to redeem the property so sold or
any part thereof, or obstruct or impede the accepted pur¬
chaser from taking possession of the same; and it hereby ex¬
pressly waives all benefit and advantage of any such law or
laws ; and it covenants that it will not hinder, delay or impede
64
the execution of any power herein granted and delegated to
the Trustee, but that it will suffer and permit the execution
of every such power, as though no such law or laws had been
made or enacted.
proceedings Section 17. In case the Railroad Company shall make
aaverse to x
bo 0 s' default in any of the respects mentioned in this Article, and,
at any time during the continuance of such default, there
shall be any existing judgment against the Railroad Company
unsatisfied and unsecured by bond on appeal, or in case
in any judicial proceeding by any party other than the
Trustee, a receiver shall be. appointed of the mortgaged rail¬
roads and other assets of the Railroad Company, or a judg¬
ment or order entered for the sequestration of the mortgaged
property, the Trustee without waiting the prescribed default
period shall thereupon be entitled forthwith to exercise the
right of entry herein conferred, and also any and all other
rights and powers herein conferred and provided to be exer¬
cised by the Trustee upon the occurrence and, if a period of
grace be prescribed, upon the continuance of default as here¬
inbefore provided, and as matter of right the Trustee shall
thereupon be entitled to the appointment of a receiver of the
railroads, premises and property hereby mortgaged, and of
the earnings, income, revenue, rents, issues or profits thereof,
with such powers as the court making such appointment shall
confer; but this section shall not be construed as authorizing
the principal of said bonds to be declared due otherwise than
upon the conditions and in the manner provided in Sections 2
and 4 of this Article.
remedies Section 18. No remedy herein conferred upon, or reserved
cumulative. .
to the Trustee, or to any holder of a bond hereby secured, is
intended to be exclusive of any other remedy, but each and
every such remedy shall be cumulative, and shall be in addi¬
tion to every other remedy given hereunder, or now or here¬
after existing at law or in equity or by statute; and every
65
power and remedy given by this Article to the Trustee may
be exercised from time to time, and as often as shall be deemed
expedient by the Trustee.
Section 19. No delav or omission of the Trustee, or of any Delay not to
. , prejudice.
holder of a bond hereby -secured, to exercise any right or
power accruing upon the occurrence and, if a period of grace
be prescribed, upon the continuance, of default, as hereinbe¬
fore provided, shall impair any such right or power, or shall
be construed to be a waiver of any such default, or an acqui¬
escence therein.
AETICLE SIXTH.
Concerning the Trustee.
Section 1. The Trustee shall not be answerable for the de- agenfts"sible
fault or misconduct of any agent or attorney appointed by it
in pursuance hereof, if such agent or attorney shall have been
selected with reasonable care; or for anything whatever, in
connection with this trust, except wilful misconduct or gross
negligence. The Trustee shall not be personally liable for any
debts contracted by it, or for damages to persons or property
carried or injured, or for salaries or non-fulfillment of con¬
tracts, during any period wherein the Trustee shall manage
the trust property or premises upon entry or voluntary sur¬
render as aforesaid.
Section 2. The Trustee shall not be responsible in any Nor for
* recitals.
manner whatsoever for the recitals contained herein, or in
the bonds hereby secured as to the acts or powers of the
Eailroad Company or its Board of Directors, or as to other
matters, except as to the Trustee's qualification to accept and
administer this trust, nor shall it be accountable for the use of
any bond hereunder delivered to the Eailroad Company,
or the application of the proceeds of any such bond. The
Trustee shall be reimbursed and indemnified against any lia-
66
Notice and in¬
demnity.
Not responsible
for filing and
recording.
bility or damage it may sustain or incur in the premises. The
Trustee shall he protected in any action taken by it upon any
notice, resolution, vote, request, consent, certificate, affidavit,
statement, bond or other paper or document believed by it to
be genuine and to have been passed or signed by the proper
officer or officers of the Railroad Company. The Trustee shall
have no responsibility for the validity of this instrument or
for the extent or nature of the lien hereof or for the validity
of the execution or acknowledgment hereof or of the bonds
hereunder.
Section 3. The Trustee shall not be under any obligation
to take any action towards the execution or enforcement of the
trusts hereby created, which, in its opinion, shall be likely to
involve it in expense or liability, unless one or more of the
holders of the bonds hereby secured shall, as often as required
by the Trustee, furnish it reasonable indemnity against such
expense or liability ; nor shall the Trustee be required to take
notice of any default hereunder, unless notified in writing of
such default by the holders of at least five per cent, in amount
of the bonds hereby secured, then outstanding, or to take any
action in respect of any default involving expense or liability,
unless requested to take action in respect thereof by a writing
signed by the holders of not less than twenty-five per cent, in
amount of the bonds hereby secured, then outstanding, and
tendered reasonable indemnity as aforesaid, anything herein
contained to the contrary notwithstanding; but neither any
such notice or request, nor this provision therefor, shall affect
any discretion herein given to the Trustee to determine wheth¬
er or not it shall take action in respect of such default, or
to take action without such request.
Section 4. The Trustee shall not be responsible for the re¬
cording of this indenture, but the Railroad : ompany coven¬
ants that it will cause the same to be recorded and filed and
refiled as authorized and required by law with all convenient
67
speed; and the Trustee may certify and deliver bonds here¬
under in advance of registration or record of this indenture.
The Trustee will, however, from time to time, if thereunto re¬
quested by the Railroad Company or by the holder of any
bond secured hereby, make an affidavit exhibiting its interest
as Trustee in the mortgaged premises and property, and the
principal amount at the time of making such affidavit due and
unpaid on the bonds hereby secured; and the Railroad Com¬
pany will, from time to time, as shall be authorized or re¬
quired by law, file such affidavits or cause the same to be filed.
Section 5.Upon the written request of the holders of twenty- 25 per cent.
mav require
five per cent, in amount of the bonds hereby secured then out- action-
standing, in case of any default continuing for the period of
grace, if any, provided in Article Fifth hereof, it shall be the
duty of the Trustee, upon being indemnified as herein pro¬
vided, to take all needful steps for the protection and enforce¬
ment of its rights and the rights of the holders of the bonds
hereby secured, and to exercise the powers of entry or sale
herein conferred, or both, or to take appropriate judicial pro¬
ceedings by action, suit or otherwise, as the Trustee, being
advised by counsel learned in the law, shall deem most expedi¬
ent in the interest of the holders of the bonds hereby secured.
Section 6. Anything in this indenture contained to the 75 per cent, in
amount may
contrary notwithstanding, the holders of seventy-five per cent. direct-
in amount of the bonds hereby secured and then outstanding,
from time to time, shall have the fight to direct, and to control
the method and place of conducting any and all proceedings
for any sale of the premises and property hereby conveyed,
mortgaged or pledged, or for the foreclosure of this indenture,
or for the appointment of a receiver, or any other proceed¬
ings hereunder.
Section 7. The Trustee may in its discretion and without trustee may
the request of any holder of any bond secured hereby maintain prev
any action or suit to restrain or prevent any injury or waste
68
to the mortgaged property or to the income or revenue deriv¬
able therefrom.
Bondholders Section 8. No holder of any bond or coupon hereby secured
cannot sue. t #
shall have any right to institute any suit, action or proceeding
at law or in equity for the foreclosure of the lien of this inden¬
ture, or for the execution of any trust hereof, or for the ap¬
pointment of a receiver, or for any other remedy hereunder,
unless such holder previously shall have given to the Trustee
written notice of such default and of the continuance thereof,
as hereinbefore provided; nor unless, also, the holders of
twenty-five per cent, in amount of the bonds hereby secured,
then outstanding, shall have made written request upon the
Trustee, and shall have afforded to it reasonable opportunity,
either to proceed to exercise the powers hereinbefore granted,
or to institute such action, suit or proceeding in its own name ;
nor unless, also, such holders shall have offered to the Trustee
adequate security and indemnity against the costs, expenses
and liabilities to be incurred therein or thereby, and the'
Trustee shall have refused or neglected to comply with such
request within a reasonable time thereafter ; and such notifica¬
tion, request and offer of indemnity are hereby declared, in
every such case, at the option of the Trustee, to be conditions
precedent to the execution of the powers and trusts of this in¬
denture and to any action for foreclosure or for the appoint¬
ment of a receiver, or for any other remedy hereunder; it
being understood and intended that no one or more holders
of bonds and coupons shall have any right in any manner
whatever to affect, disturb'or prejudice the lien of this in¬
denture by his or their action, or to enforce any right here¬
under, except in the manner herein provided, and that all pro¬
ceedings at law or in equity shall be instituted, had and main¬
tained in the manner herein provided, and for the equal benefit
of all holders of such outstanding bonds and coupons.
69
Section 9. Any request or order of the Eailroad Company, ^?£e®\sesa"f
as in this indenture provided, shall he expressed by a copy of Railroad c®-
a resolution of the Board of Directors of the Eailroad Com¬
pany, certified by its. Secretary or one of its Assistant Secre¬
taries under its corporate seal. In any case where the Trus¬
tee may he required to take any action or authorize anything
under this indenture at the request of the Eailroad Company,
♦
the Trustee may, except where herein otherwise provided, ac¬
cept the certificate of the President or one of the Vice-Presi¬
dents and the Secretary or one of the Assistant Secretaries of
the Eailroad Company as conclusive evidence of any fact or
facts upon which said action by the Trustee may depend, or
upon which it may desire or require information for the pur¬
poses of such action; and such certificate shall be full pro¬
tection to the Trustee for any action taken or thing suffered
by it upon the faith thereof.
Section 10. The Trustee may, in its discretion, advise with Trustee may
employ
legal counsel to be selected and employed by it at the expense coimseI-
of the Eailroad Company, and anything done or suffered in
good faith by the Trustee in accordance with the opinion of
counsel shall be conclusive in favor of the Trustee and binding
on the Eailroad Company and on alb holders of bonds and
coupons secured hereby.
Section 11. The Trustee shall be entitled to reasonable C ornpensation
compensation for all services rendered by it in the execution
of the trusts hereby created, which compensation, as well as all
reasonable expenses, including counsel fees, the Eailroad Com¬
pany hereby agrees to pay ; and the Trustee shall have a prior
lien therefor upon the mortgaged premises and its proceeds in
case of a sale hereunder.
Section 12. The Trustee, or any trustee hereafter ap- designation of
Trustee.
pointed, may resign, and be discharged of the trusts created
by this indenture or any instrument supplemental hereto
by giving notice thereof to the Eailroad Company
and to the bondholders, by publication, at least twice
70
a week, for four successive weeks, in one newspaper at
that time published in the City of New York, in the State of
New York, and one newspaper published in Chicago, in the
State of Illinois, and by due execution of the conveyance here¬
in required.
mav be Section 13. The Trustee may he removed at any time by
removed, _ ...
an instrument or concurrent instruments in writing under the
hands of the holders of seventy-five per cent, in amount of the
bonds hereby secured and then outstanding.
vacancy, how Section 14. In case at any time the said Guaranty
"c ' Trust Company of New York, or any trustee hereafter ap¬
pointed, shall resign or be removed or otherwise become in¬
capable of acting, a successor or successors, may be appointed
by the holders of a majority in amount of the bonds hereby
secured, then outstanding, by an instrument or concurrent
•instruments signed by such bondholders or their attorneys in
fact duly authorized; provided, nevertheless, and it is here¬
by agreed and declared that, in case at any time there shall
be a vacancy in the office of trustee hereunder, the Eailroad
Company by an instrument executed by order of its Board
of Directors, may appoint a trustee to fill such vacancy until
a new trustee shall be appointed by the bondholders as here¬
in authorized. The Eailroad Company shall thereupon pub¬
lish notice of such appointment once a week for six successive
weeks in one newspaper published in the City of New York,
in the State of New York, and one newspaper published in
Chicago, in the State of Illinois, but any new trustee
so appointed by the Eailroad Company shall immediately and
without further act be superseded by a trustee appointed in
the manner above provided by the holders of a majority in
amount of the bonds hereby secured. Every such trustee
appointed in place of the said Guaranty Trust
Company of New York, or its successor in the trust, shall
always be a trust company in good standing, doing business
71
in the Borough of Manhattan, in the City of New York, and
having a capital and surplus aggregating at least $2,000,000,
if there be such a trust company willing and able to accept
the trust upon reasonable or customary terms. Provided,
however, that if, in order to conform to any legal require¬
ment the Railroad Company or the Trustee shall deem it ad¬
visable, an additional trustee may be appointed in conformity
with such requirement in the same manner as if there were a
vacancy.
Section 15. Any such new trustee appointed hereunder Acceptance by
new Trustee.
shall execute, acknowledge and deliver to the trustee last in
office and also to the Railroad Company an instrument ac¬
cepting such appointment hereunder, and thereupon such new
trustee without any further act, deed or conveyance shall be¬
come vested with all the estates, properties, rights, powers
and trusts of its predecessor in the trust hereunder with like
effect as if originally named as trustee herein ; but the trus¬
tee ceasing to act shall, nevertheless, on the written request
of the new trustee, execute and deliver, but at the cost and
expense of the Railroad Company, an instrument transferring
to such new trustee, upon the trusts herein expressed, all
the estates, properties, rights, powers and trusts of the trus¬
tee so resigning or removed, and shall duly assign, transfer
and deliver any property and moneys held hereunder by such
trustee to the new trustee so appointed in its place.
Section 16. Should any deed, conveyance or instrument Conveyance to
. . new Trustee.
in writing from the Railroad Company be required by any
new trustee for more fully and certainly vesting in and con¬
firming to such new trustee such estate, rights, powers and1
duties, any and all such deeds, conveyances and instruments
in writing shall, on request, be made, executed, acknowledged
and delivered by and at the expense of the Railroad Com¬
pany.
72
ARTICLE SEVENTH.
What property
may be released.
Release of
Rantoul Rail¬
road.
Releases of Moktgaged Peopeety.
Section 1. Upon the written request of the Railroad Com¬
pany, approved by resolution of its Board of Directors, the
Trustee, from time to time, while the Railroad Company is in
possession of the mortgaged railroads, but subject to the con¬
ditions and limitations in this Article set forth, and not other¬
wise, shall release from the lien and operation of this inden¬
ture any part of the mortgaged premises then subject
thereto; provided (1) that no part of the track or of
the rights of way shall be released, unless the same shall be
no longer of use in the operation of any of the mortgaged lines
of railroad, and no part of such track or rights of way shall
be so released if thereby the continuity of the said lines of
railroad of the Railroad Company shall be broken; and (2)
that no part of the mortgaged railroads or property shall be
released hereunder, unless at the time of such release it shall
no longer be necessary or expedient to retain the same for the
operation, maintenance, or use of such lines of railroad, or
for use in the business of the Railroad Company; and (3)
that no portion of railroad which shall be unencumbered ex¬
cept for the-lien of this indenture, shall be released unless
there shall remain subject to the lien of this indenture some
other portion of railroad (in one or more of the States of Illi¬
nois, Wisconsin and Indiana) owned by the Railroad Company
which shall be unencumbered except for the lien of this inden¬
ture ; provided, however, that if the Railroad Company shall
at any time sell or exchange the railroad hereinbefore de¬
scribed as having formerly belonged to the Rantoul Railroad
Company, then upon the written request of the Railroad Com¬
pany approved by resolution of its Board of Directors the
Trustee shall release from the lien and operation of this in-
73
denture all of the said railroad, the franchises, rights and
property appertaining thereto.
Section 2. No such release shall be made unless the Rail- Kdeases oniy
road Company shall have sold or exchanged, or shall have or exchange,
contracted to sell or to exchange for other property or rights,
the property so to be released; and, nnless some other disposi¬
tion thereof be required by the mortgages or deeds of trust
prior in lien to this instrument, the proceeds of any and all
such sales or exchanges and all moneys received as compensa¬
tion for any property subject to the lien hereof taken by exer¬
cise of the power of eminent domain, shall be paid to and
set apart and held in trust by the Trustee and applied, at
the request of the Railroad Company, to the purchase oY other Disposition of
x x %/ j x proceeds.
property, which shall become subject to this indenture as a
first lien thereon, or in betterments of, or additions to, the
mortgaged premises. Such purchases, betterments and addi¬
tions shall be made or directed by the Railroad Company and
the amount thereof shall be paid by the Trustee out oT such
proceeds in pursuance of the written request of the Railroad
Company expressed over the signature of its President or
one of its Vice-Presidents by order of its Board of Directors,
which request shall constitute a sufficient warrant, direction
and justification to the Trustee for the payment of the money
as therein and thereby requested. In case, however, the pro¬
ceeds of such sale of any part of the mortgaged premises shall,
in accordance with such requirement of any prior lien mort¬
gage, be in whole or in part disposed of for or applied towards
the purchase, refunding, redemption, payment or retirement
of any outstanding prior lien bonds, such prior lien bonds
shall not be reissued, and no bonds shall be issued under this
indenture against any prior lien bonds so purchased, refunded,
redeemed, paid or retired, but the aggregate principal amount
of bonds issuable under Section 3 of Article Second of this
indenture shall be decreased by an amount equal to the prin¬
cipal amount of the prior lien bonds so purchased, refunded,
74
New property
subject to this
mortgage.
Purchaser and
proceeds.
Receiver may
release.
Trackage
rights and
leases.
redeemed, paid or retired. Upon such purchase, refunding,
redemption, payment or retirement, from time to time, of
prior lien bonds by means of the proceeds of the sale of any
part of the mortgaged premises, the Railroad Company shall
file with the Trustee a statement specifying the aggregate
principal amount and the numbers of the prior lien bonds so
purchased, refunded, redeemed, paid or retired, and the
Trustee shall be fully protected in any action upon the faith
of such statement.
Section 3. Any new property acquired by the Railroad
Company to take the place of any property released here¬
under, ipso facto shall become and be subject to the lien of
this indenture as a first lien thereon as fully as if specifically
mortgaged hereby ; but, if requested by the Trustee, the Rail¬
road Company will convey the same to the Trustee, by appro¬
priate deeds, upon the trusts and for the purposes of this
indenture, and will cause such deeds so to be recorded, filed
and refiled, as appropriately , to secure and to continue the
lien of this indenture thereon.
Section 4. In.no event shall the Trustee or any pur¬
chaser or purchasers of any property sold or disposed of
under any provision of this Article be required to see to the
application of the purchase money.
Section 5. In case the mortgaged premises shall be in the
possession of a receiver lawfully appointed, the powers in and
by this Article conferred upon the Railroad Company may be
exercised by such receiver, with the approval of the Trustee ;
and if the Trustee shall be in possession of the mortgaged
premises under any provision of this indenture, then all the
powers by this Article conferred upon the Railroad Company
may be exercised by the Trustee in its discretion.
Section 6. The Railroad Company, from time to time, may
make changes or alterations in, or substitutions for, any leases
or trackage rights subject to this indenture, provided that in
75
so doing it shall not surrender the right to operate or to use
any line of railway or track, the surrender whereof would de¬
stroy the continuity of any of the lines of railway subject or
to he subject to this indenture; but in any such event any
modified, altered or substituted leases or trackage rights
forthwith shall become bound by, and be subject to, the
terms of this indenture, in the same manner as those previ¬
ously existing.
Section 7. A certificate signed by the President, or one of
the Vice-Presidents, and the Chief Engineer of the Railroad
Company may be received by the Trustee as conclusive evi¬
dence of the value of any property or rights sold or to be sold
or exchanged under the provisions of this Article, and of any
other facts mentioned in this Article, and shall be full war¬
rant, authority and protection to the Trustee for any action
on the faith thereof.
ARTICLE EIGHTH.
Redemption of Bonds.
Section 1. The Railroad Company, at its option, may re- o„ or after
deem all of the bonds issued under and secured by' this in- at°i'o7^.1918'
denture, at 107| per cent, of the par value thereof with ac¬
crued interest thereon, on November 1, 1918, or on any semi¬
annual interest day thereafter; provided, however, that all
the bonds hereby secured and then outstanding shall be subject
to redemption only together as a whole, and no part thereof
may separately be called^ for redemption; and provided fur¬
ther that not less than thirteen weeks' previous notice of re¬
demption of all of said bonds then outstanding, shall be given
by mail, postage prepaid, to the holders of registered
bonds at the addresses furnished by them to the Rail¬
road Company, and to the holders of coupon bonds
76
Notice.
Interest to
cease.
Release of lien.
by publication at least once a week for not less
than thirteen successive weeks in one newspaper pub¬
lished in the City and State of New York, in one newspaper
published in Chicago, in the State of Illinois, and in one news¬
paper published in London, England. Such notice shall state
the-intention to redeem all of the bonds hereby secured, and
that the same will be redeemed at 107^ per cent, of the face
value thereof with accrued interest thereon, on the day speci¬
fied in such notice (which day shall not be less than thirteen
weeks from the date of the first publication). On the day
specified in any such notice there shall become due and be
payable by the Eailroad Company at its office or agency in
the City of New York, in gold coin of the United States of
America of or equal to the present standard of weight and
fineness,' the principal of all the bonds hereby secured,
together with the interest then due thereon, and a premium
of seven and one-half per cent, upon the face value of said
bonds, and thereupon the Eailroad Company shall pay such
principal, interest and premium, if the said bonds are pre¬
sented for payment and surrendered with all unmatured cou¬
pons thereto appertaining.
Section 2. Unless default shall be made in the payment
after presentation of the said bonds or coupons, all interest
shall cease to accrue upon such bonds after the date of redemp¬
tion specified in such last mentioned notice, and the coupons
for interest subsequent to that date shall be and become void.
Section 3. On the deposit with the Trustee of the amount
necessary so to redeem all bonds hereby secured, then out¬
standing, together with proof satisfactory to the Trustee of
the due mailing and publication of the notice required by this
Article, and the payment to the Trustee of its reasonable com¬
pensation, expenses and disbursements, then unpaid, the
Trustee shall cancel and satisfy this indenture, and assign
77
and deliver to the Railroad Company all securities and money
then held by the Trustee under the provisions hereof; and all
bonds redeemed and paid shall forthwith be canceled in the
presence of a representative of the Trustee and a representa¬
tive of the Railroad Company, and the Trustee shall there¬
upon deliver the bonds so canceled to the Railroad Company.
ARTICLE NINTH.
Miscellaneous Provisions.
Section 1. Any request or other instrument required by tSoide«
this indenture to be signed or executed by a bondholder may
be in any number of concurrent instruments of similar tenor,
and may be signed or executed by such bondholder in person,
or by agent or attorney appointed in writing. Proof of the
execution of any such request or other instrument, or of a
writing appointing any such agent or attorney, or of the
holding by any person of a coupon bond transferable by de¬
livery, shall be sufficient for any purpose of this indenture,
and shall be conclusive .in favor of the Trustee with regard to
any action taken by it under such request or other instrument,
if made in the following manner, viz. :
(1) The fact and date of the execution by any person of ^°0{a°Aexecu'
any such request, or other instrument or writing, may be !nvners ip-
proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in
any State within the United States, certifying that the person
signing such request or other instrument acknowledged to him
the execution thereof, or by the affidavit of a witness to such
execution duly sworn to before any such notary public or
other officer.
(2) The amount of coupon bonds transferable by delivery
78
Presumption
as to registered
bonds.
Presumption as
to coupon
bonds and
coupons.
held by any person executing any such request or other
instrument as a bondholder, and the amounts and serial
numbers of the bonds held by such person and the date of his'
holding the same, may be proved by a certificate executed by
any trust company, bank or other depositary (wherever situ¬
ated) whose certificate shall be deemed by the Trustee to be
satisfactory, showing that such person had on deposit with
such depositary or exhibited to it bonds described in such
certificate at the date therein mentioned.
(3) The ownership of registered bonds and coupon bonds
registered as to principal shall be proved by the books for the
registration of such bonds provided for under Article First
hereof.
Section 2. The Railroad Company and the Trustee may
deem and treat the person in whose name any registered bond
without coupons, hereby secured, shall be registered upon
the books of the Railroad Company as hereinbefore provided,
as the absolute owner of such bond for the purpose of receiv¬
ing payment of, or on account of, the principal and interest of
such bond, and for all other purposes, and may deem and
treat the person in whose name any coupon bond shall be so
registered as the absolute owner thereof for the purpose of re¬
ceiving payment of, or on account of, the principal thereof,
and for all other purposes, except to receive payment of in¬
terest represented by outstanding coupons ; and all such pay¬
ments so made to such registered holder, for the time being, or
upon his order, shall be valid and effectual to satisfy and dis¬
charge the liability of the Railroad Company upon such bond
to the extent of the sum or sums so paid.
Section 3. The Railroad Company and the Trustee may
deem and treat the bearer of any coupon bond hereby secured,
which shall not at the time be registered as hereinbefore au-
79
tliorized, and the bearer of any coupon appertaining to any
coupon bond, whether registered or not, as the absolute owner
of such bond or coupon for the purpose of receiving payment
thereof and for all other purposes whatsoever, and neither the
Railroad Company nor the Trustee shall be affected by any
notice to the contrary.
Section 4. No recourse under any obligation, covenant or No recourse to
_ . . _ stockholders
agreement of this indenture, or of any bond or coupon hereby or officers,
secured, shall he had against any stockholder, officer or di¬
rector of the Railroad Company, by the enforcement of any
assessment or by any legal or equitable proceeding by virtue
of any statute or otherwise; it being expressly agreed and
understood that this mortgage and the obligations hereby se¬
cured are solely corporate obligations, and that no personal
liability whatever shall attach to, or he incurred by, the stock¬
holders, officers or directors of the Railroad Company, or any
of them, under or by reason of any of the obligations, cove¬
nants or agreements contained in this indenture, or in any
of the bonds or coupons hereby secured, or implied there¬
from, and that any and all personal liability, either at common
law or in equity, or by statute or constitution, of every such
stockholder, officer or director, is hereby expressly waived as
a condition of, and consideration for, the execution of this
mortgage and the issue of such bonds and coupons.
Section 5. Nothing in this indenture, expressed or implied, purityePïtorse
is intended or shall be construed to enlarge the security of ,en bonds'
the holders of any of the prior lien bonds described
in the recitals hereof, or to create any trust in their
favor or to give to any person or corporation other than the
parties hereto, and the holders of the bonds secured hereby,
any legal or equitable right, remedy or claim under or in re¬
spect of this indenture, or any covenant, condition or provi¬
sion herein contained—all its covenants, conditions and pro-
80
visions being intended to be and being for the sole and exclu¬
sive benefit of the parties hereto and of the holders of the
bonds issued and to be issued hereunder.
Not to prevent Section 6. Nothing contained in this indenture, or in any
consolidation. 0 7 y
bond hereby secured, shall prevent any consolidation or
merger of the Railroad Company with or into any other cor¬
poration, or any sale, conveyance or transfer, subject to the
continuing lien of this indenture and to all the provisions
hereof, of all the mortgaged premises and property as an en¬
tirety to a railroad corporation at that time existing under
and by virtue of the laws of the United States, or any state
or states or territory or territories of the United States, and
entitled to acquire the same ; provided, however, that such
consolidation, merger or sale, conveyance or transfer, shall
not impair the Hen and security of this indenture, or any of
the rights or powers of the Trustee, or of any bondholder
hereunder, and that, upon any such consolidation, merger or
sale, conveyance or transfer, the due and punctual payment
of the principal and interest of all of the refunding bonds
according to their tenor, and the due and punctual perform¬
ance and observance of all the covenants and conditions of
*
this indenture, shall be assumed, so far- as the same lawfully
may be, by the corporation formed by such consolidation or
merger, or purchasing as aforesaid.
In case of Section 7. In case the Eailroad Company, pursuant to
consolidation.
Section 6 of this Article, shall be consolidated or merged with
any other corporation, or shall sell, convey or transfer, sub¬
ject to this indenture, all the mortgaged premises and prop¬
erty as an entirety as aforesaid, the successor corporation
formed by such consolidation or into which the Railroad Com¬
pany shall have been merged, or which shall have purchased
and received a conveyance or transfer as aforesaid, shall suc¬
ceed to, and be substituted for, the Railroad Company, party
81
of the first part hereto, with the same effect, as if it had been
named herein as such party of the first part, upon executing,
and causing to he recorded, an indenture with the Trustee,
satisfactory to the Trustee, whereby such successor corpor¬
ation shall assume the due and punctual payment of the prin
cipal and interest of said bonds and the performance of all the
covenants and conditions of this indenture on the part of the
Railroad Company to be performed; and such successor cor¬
poration thereupon may cause to be signed, and may issue,
either in its own name or in the name of the Illinois Central
Railroad Company, any or all of such bonds which shall not
theretofore have been signed by the Railroad Company and
certified by the Trustee; and, upon the order of said succes¬
sor corporation in lieu of the Railroad Company, and subject
to all the terms, conditions and restrictions herein prescribed,
the Trustee shall certify and deliver any of such bonds which
shall have been previously signed and delivered by the officers
of the Railroad Company to the Trustee for certification, and
any of such bonds which such successor corporation shall
thereafter cause to be signed and delivered to the Trustee
for that purpose. All the bonds so issued shall in all respects
have the same legal rank and security as the bonds thereto¬
fore or thereafter issued in accordance with the terms of this
indenture.
Section 8. For every purpose of this indenture, including Successors of
the execution, issue and use of any and all bonds hereby se¬
cured, the terms "Railroad Company" and "Illinois Central
Railroad Company" include and mean not only the party of
the first part hereto, but also any such successor corporation.
Every such successor corporation shall possess and from time
to time may exercise each and every right and power here¬
under of the Illinois Central Railroad Company, party of the
first part, in its name or otherwise.
82
Successor may
act.
Definitions of
terms.
Section 9. Any act or proceeding by any provision of this
indenture required to be done or performed by any board or
officer of the Railroad Company shall and may be done and
performed with like force and effect by the like board or officer
of any railroad corporation that shall at the time be such law¬
ful sole successor of the Railroad Company.
Section 10. Except when otherwise indicated, the word
"Trustee"5 or any other equivalent term, as used in this in¬
denture, shall be held and construed to mean the Trustee or
Trustees, for the time being, whether original or successor, and
the words 6'Trustee," "bond," "bondholder" and "holder"
shall include the plural as well as the singular number, and
the term "majority" shall signify "majority in amount.''
FINAL ARTICLE.
Acceptance by
Trustee.
Execution in
seventy coun¬
terparts.
Section 1. Guaranty Trust Company of New York,
party hereto of the second part, hereby accepts the trusts in
this indenture declared and provided, and agrees to perform
the same upon the terms and conditions hereinbefore set forth.
Section 2. In order to facilitate the recording of this
indenture, the same may be simultaneously executed in sev¬
enty or any less number of counterparts, each of which so ex¬
ecuted shall he deemed to be an original; and such counter¬
parts shall together constitute hut one and the same instru¬
ment.
In witness whereof, Illinois Central Railroad Company,
the party of the first part, has caused these presents to be
signed and acknowledged by its President and its corporate
seal to be hereunto affixed and the same to he attested by its
Assistant Secretary, and Guaranty Trust Company of New
York, the party of the second part, has caused these presents
to be signed and acknowledged by its President or a Vice-
83
President and its corporate seal to be hereunto affixed and
the same to be attested by its Secretary, or an Assistant Sec¬
retary, all as of the day and year first above written.
Illinois Central Railroad Company, |i8a r"r. co.
By J. T. Harahan,
[seal] President.
Attest :
Burt A. Beck,
Assistant Secretary.
Signed, sealed and delivered
in the presence of
E. C. COWGILL,
E. J. Caldwell,
Guaranty Trust Company of New York, Signature
By A. J. Hemphill, trust"co. of
j n. y.
[seal] vice President.
Attest :
E. C. Hebbard,
Secretary.
Signed, sealed and delivered
in the presence of
James D. Hurd,
F. J. H. Sutton,
84
Acknowledg¬
ment of I. C.
R. R. Co. state op illinois,
County op Cook,
}
ss.
I, Andrew P. 11 uniburg, a Notary Public in and for the
County and State aforesaid, do hereby certify that
on this 29th day of December, 1908, personally came
and appeared before me the above named J. T. Harahan,
President of the above named Illinois Central Railroad Com¬
pany, and Burt A. Beck, an Assistant Secretary of said
Illinois Central Railroad Company, to me known and to me
personally known to be the same persons whose names are
subscribed to the foregoing instrument as having executed
the same, and who executed the same, as such President and
Assistant Secretary respectively, and to be such President
and Assistant Secretary respectively, and they severally ac¬
knowledged before me the execution of the said instrument
and that they signed, sealed and delivered the same on behalf
of said Illinois Central Railroad Company as the free and
voluntary act and deed of said Illinois Central Railroad Com¬
pany, and as their own free and voluntary acts and deeds as
such President and Assistant Secretary respectively, for the
uses and purposes therein set forth ; and further that the said
J. T. Harahan, being by me duly sworn, did depose and say
that he resided in Chicago, in said County and State, that
he is the President of Illinois Central Railroad Company,
one of the corporations described in and which executed the
above instrument, that he knew the seal of said corporation,
that the seal affixed to said instrument was such corporate seal,
that it was so affixed by order of the Board of Directors of
said corporation, and that he signed his name thereto by like
order. And I further certify that the foregoing instrument
was executed and acknowledged according to, and in con¬
formity with, the laws of the State of Illinois. Given under,
85
and in witness whereof I have hereunto set, my hand and of¬
ficial seal the day and year first above written.
Andrew P. Htjmburg,
[seal] , Notary Public.
My commission will expire Feb. 11, 1909.
State of New York, |
V.
County of New York, J * acknowledge
' m ptif nf i ,11 n
. I, James D. Hurd, a Notary Public in and for the County
and State aforesaid, do hereby certify that on this 31 day
of December, 1908, personally came and appeared before me
the above named A. J. Hemphill, Vice President of the above
named Guaranty Trust Company of New York, and E. C.
Hebbard, Secretary of said Guaranty Trust Company of New
York, to me known and to me personally known to be the
same persons whose names are subscribed to the foregoing
instrument as having executed the same, and who executed1
the same, as such Vice President and Secretary respectively,
and to be such Vice President and Secretary respectively, and
they severally acknowledged before me the execution of the
said instrument and that they signed, sealed and delivered
the same on behalf of said Guaranty Trust Company of New
York as the free and voluntary act and deed of said Guaranty
Trust Company of New York, and as Their own free and vol¬
untary acts and deeds as such Vice President and Secretary
respectively, for the uses and purposes therein set forth; and
further that the said A. J. Hemphill, being by me duly sworn,
did depose and say that he resided in Spring Lake, N. J.,
ment of Guar¬
anty Trust
Co. of N. Y.
86
Acknowledg¬
ment of Guar¬
anty Trust
Co. of N. Y.
that he is the Vice President of Guaranty Trust Com¬
pany of New York, one of the corporations described in and
which executed the above instrument, that he knew the seal
of said corporation, that the seal affixed to said instrument
was . such corporate seal, that it was so affixed by order of the
Board of Directors of said corporation, and that he signed
his name thereto by like order. And I further certify that
the foregoing instrument was executed and acknowledged ac¬
cording to, and in conformity with, the laws of the State of
New York. Given under, and in witness whereof I have here¬
unto set, my hand and official seal the day and year first above
written.
James D. Hurd,
[seal] Notary Public.
Notary Public No. 64, Kings County, certificate
filed in New York County, and N. Y. County Regis¬
ter's Office No. 587. Commission expires 30th March,
1910.
3 5556 042 154591
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