ILLINOIS CENTRAL RAILROAD COMPANY
to
UNITED STATES TRUST COMPANY OF
NEW YORK
JOEL E. MTLLIAMSON,
Trustees.
•
Purchased Lixes First Mortgage.
June 30, 1904.
This Indenture, dated the thirtieth day of June, A. D. 1904, by
and between the Illinois Central Railroad Company
{hereinafter called the "Railroad Company,") a Corpo¬
ration organized and existing under the laics of the State
of Illinois, Party of the First Part, and the United States
Trust Company of New York {hereinafter called the
"Trust Company,") a Corporation organized and existing
under the laws of the State of New York, and Joel E. Will¬
iamson of Evansville, Indiana, Parties of the Second Part {here¬
inafter called the "Trustees" when both Parties of the Second
Part are meant):
witnesseth, Whei'eas the Railroad Company by virtue
of the Statutes in such case made and provided has become
and is now the owner in fee simple and possessed of all and
singular the railways, properties and franchises hereinafter
conveyed, by virtue of and as included and more particularly
set forth and described in the several Deeds of Conveyance
thereof to the Railroad Company as hereinafter set forth;
and ->
Whereas, the property hereinafter conveyed is unen¬
cumbered except by mortgage liens securing indebtedness as
V
follows, viz. :
(1) The mortgage heretofore made bj'- The Kankakee
and Southwestern Railroad Company, and covering\ rail-
2
road property formerly 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 of the Illinois Central Railroad Com¬
pany to the amount of $1,000,000 par value of principal,
and bearing interest at the rate of five per cent per annum,
of which are still outstanding and unpaid bonds in the sum
of $968,000 which mature August 1st, 1921.
(2) 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 West Division of the City of
Chicago, said mortgage being given to secure the payment of
its certain corporate bonds to the amount of $4,370,000 par
value of principal, and bearing interest at the rate of five per
cent per annum, which are still outstanding, unpaid and
mature December 1st, 1935; and
Whereas, for the purpose of funding the indebtedness of
the Railroad Company, paying for, constructing, improving
or maintaining its lines of railroad, the Board of Directors
of the Railroad Company, at a meeting at which the draft of
a mortgage or deed of trust of the form and tenor of this
indenture was presented to the said Board, the said meeting
being held at Chicago, Illinois, on the 21st day of October,
1903, and the stockholders of the Railroad Company at their
Annual Meeting held at Chicago, Illinois, on the 21st day of
October, 1903, duly called and held in pursuance of the
3
pro\'isions of the Statutes of the State of Illinois in such
cases made and provided, by the unanimous vote of the holders
of more than two-thirds in amount of all the shares of the
capital stock of the Railroad Company, have authorized and
directed the execution, acknowledgment and deliver}^ of this
instrument, and the execution, certification, issue and delivery
of the bonds herein described; and
Whereas, The Trust Company is duly qualified under the
laws of the States of Illinois, Wisconsin and Indiana to accept
the trusts of this Indenture; and
Whereas, Said bonds are to be coupon bonds and regis¬
tered bonds and are to be substantially in the following form'
respectively :
(Form of Coupon Bonds.)
UNITED STATES OF AMERICA.
STATE OF ILLINOIS.
ILLINOIS CENTRAL RAILROAD COMPANY.
PURCHASED LINES
FIRST MORTGAGE GOLD BONDS.
Due July 1, 1952.
Interest three and one-half per cent, per annum.
The Illinois Central Railroad Company, for value re¬
ceived, hereby promises to pay to the bearer, or if registered,
to the registered holder of this bond, one thousand dollars
($1,000) in gold coin of the L'nited States of America, of or
ecpial to the present standard of weight and fineness, on
the first day of July, in the year one thousand nine hundred
4
and fifty-two, in the City of New York, and to pay interest
thereon at the rate of three and one-half per cent, per annum
in like gold coin, in said city, semi-annually on the first days
of January and July in each year, upon presentation and
surrender, as they severally mature, of the interest coupons
hereto annexed. The principal and interest of this bond are
payable without deduction for any tax or taxes which the
Railroad Company may be required to pay or retain there¬
from under any present 'or future law of the United States,'
or of any State, County or municipality therein.
This bond is one of a series of the same denomination,
date and tenor, numbered from one to twenty thousand
inclusive of both numbers, known as Purchased I.jines First
Mortgage Gold Bonds of the Illinois Central Railroad Com¬
pany, to an amount not exceeding in the aggregate $20,000,000
at any one time outstanding, which bonds are issued and to
be issued under, and in pursuance of, and to be equally secured
by a mortgage and deed of trust dated June 30, 1904, executed
by said Illinois Central Railroad Company, of the first part,
and the United States Trust Company of New York, as
Trustee, of the second part, to which urortgage and deed of
trust reference is made for a description of the railroads, prop¬
erty and franchises mortgaged, the nature and extent of the
security, and the rights of the holders of said bonds issued
thereunder and secured thereby.
This bond shall not be valid or obligatory for any purpose
unless and until it shall have been authenticated by the cer¬
tificate hereon endorsed by the United States Trust Company
of New York as Trustee.
The holder hereof may have the ownership of this bond"
o
registered on the books of the Illinois Central Railroad
Company, such registry being noted on the bond, after which
no transfer shall be valid unless made on the said books by
the registered holder in person, or by his attorney duly au¬
thorized, and noted on the bond, but such registration shall
not affect the negotiability of the coupons, and the bond may
be discharged from registry by being in like manner transferred
to bearer, after which it shall be transferable bj' deliveiy. Or
the holder hereof at his 6ption may surrender to said
Railroad Company for cancellation this bond with all un¬
matured coupons attached in exchange for a registered bond
without coupons as provided in said mortgage and deed of
trust.
Ix rviTXESS WHEREOF, the Illinois Central Railroad
Company has caused these presents to be signed on its behalf
by its President or one of its Mce-Presidents, and its corpo¬
rate seal to be hereunto affixed, attested bj* its Secretary, or
Assistairt Secretary, and coupons for said interest with the
engraved signature of its Treasurer to be hereunto attached,
this thirtieth day of June, 1904.
ILLINOIS CENTRAL RAILROAD COMPANY,
By..
President.
Axicst:
Secrctai-y.
6
FORM OF COUPON.
The Illinois Central Railroad will pay to bearer, in the
City of New York, on the first day of January [or July] 19 .,
seventeen and 50/100 dollars in gold coin, being six months'
interest then due on its Purchased Lines First Mortgage Gold
Bond No
Treasurer.
TRUSTEE'S CERTIFICATE,
This Bond is one of the series of bonds described in the
within mentioned Mortgage or Deed of Trust executed by the
Illinois Central Railroad Company to the United States Trust
Company of New York, as Trustee.
UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee.
By
(Form of Registered Bonds without Coupons.)
UNITED STATES OF AMERICA.
STATE OF ILLINOIS.
ILLINOIS CENTRAL RAILROAD COMPANY.
PURCHASED LINES
FIRST MORTGAGE GOLD BONDS.
Due July 1, 1952.
Interest three and one-half per cent, per annum.
7
The Illinois Central Railroad Company, for value re¬
ceived, hereby promises to pay to
or assigns, thousand dollars ($ ,000) 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 July
in the year one thousand nine hundred and fifty-two, in the
City of New York, and to pay interest thereon from the first
day of January or of July, as the case may be, next preceding
the date hereof, or from date if issued on the first day of either
of those months, at the rate of three and one-half per cent,
per annum in like gold coin, in said city semi-annually on the
first days of January and July in each year. The principal
and interest of this bond are payable without deduction for
any tax or taxes which the Railroad Company may be required
to pay or retain therefrom under any present or future law of
the United States, or of any State, County or municipality
therein.
This bond is one of a series of the same denomination, date
and tenor, numbered from one to twenty thousand inclusive
of both numbers, known as Purchased Lines First Mortgage
Gold Bonds of the Illinois Central Railroad Company, to an
amount not exceeding in the aggregate $20,000,000 at any
one time outstanding, which bonds are issued and to be issued
under, and in pursuance of, and to be equally secured by a
mortgage and deed of trust dated June 30, 1904, executed by
said Illinois Central Railroad Company, of the first part, and
the United States Trust Company of New York, as Trustee,
of the second part, to which mortgage and deed of trust ref¬
erence is made for a description of the railroads, property
and franchises mortgaged, the nature and extent of the security
and the rights of the holders of said bonds issued thereunder
and secured thereby.
This bond shall not be valid or obligatory for any purpose
unless and until it shall have been authenticated by the cer¬
tificate hereon endorsed by the United States Trust Compaii}'
of New York as Trustee.
This bond is transferable by the registered holder hereof
in person or by attorney duly authorized, on the books of the
Railroad Company at its office or agency in the City of New
York, upon surrender and cancellation of this bond; and a
new registered bond will be issued to- the transferee in ex¬
change therefor, as provided in said mortgage and. deed of
trust.
In witness whereof, the Illinois Central Railroad
Cornpany has caused these presents to be signed on its behalf
by its President or one of its Vice-Presidents, and its cor¬
porate seal to be hereunto affixed, attested by its Secretary
or Assistant Secretary, this day of
19
ILLINOIS CENTRAL RAILROAD COMPANY,
By
President.
Attest :
Secretary.
9
TRUSTEE'S CERTIFICATE.
This bond is one of the series of bonds described in the
within mentioned Mortgage or Deed of Trust executed by the
Illinois Central Railroad Companj' to the United States Trust
Company of New York, as Trustee.
UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee.
By :
Now THIS INDENTURE WITNESSETH, that in ordcr to se¬
cure the paj'ment of the principal and interest of all of the
said bonds at any time issued and outstanding under this
Indenture and to secure the performance of all covenants
and conditions herein contained, and to declare the terms
upon which said bonds are issued and received and for and
in consideration of the premises and of the acceptance or
purchase of said bonds by the holders thereof and of the sum
of one dollar to it in hand paid by the party hereto of the
Second Part at or before the signing, sealing and delivery
of these presents, the receipt whereof is hereby acknowledged,
the said Illinois Central Railroad Company, party of- the
First Part, has granted, bargained, sold, released, confirmed,
assigned, transferred and conveyed and by these presents does
grant, bargain, sell, release, confirm, assign, transfer and
convey unto the said United States Trust Company of New
York, and Joel E. Williamson of Evansville, Indiana, parties
of the Second Part, their successor or successors, in trust, and
for the uses and ^rusts hereby created.
10
All and singular the railroad property, corporate rights
and franchises hereinafter described, consisting of the follow¬
ing lines, to wit: ' •
(1) The railroad formerly known as The Kankakee
and Southwestern Railroad, running from the station of
Otto, in the County of . Kankakee, to the station of Tracy, in
the County of Kankakee, and through and into the counties
of Kankakee, Ford, Living-ston and Woodford to Minonk
Junction in the County of Woodford, and through and into
the counties of Kankakee, 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 Re¬
corders of Deeds of the counties aforesaid;
(2) 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;
(3) The railroad formerly known as The Mound City
Railway, 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
11
of Pulaski all in the State of Illinois, conveyed to the Railroad
Company by deed of The iMound City Railway Company
dated December 15, 1902, and recorded in the office of the
Recorder of Deeds of the county aforesaid;
(4) The railroad formerly known as the Chicago, Madison
and Northern Railroad, extending from a connection with
the Railroad known as the Saint Charles Air Line, owned jointly
by the Illinois Central Railroad Company, the Michigan Central
Railroad Compaiw, the Chicago, Burlington and Quincy Rail¬
road Company, and the Chicago and Northwestern Railroad
Company, the said connection being located at or hear the
east- line of Clark Street, in the City of Chicago, 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,
through and into the County of Stephenson in the State of
Illinois and the counties of Green and Dane to the Citj^ of
Madison in the State of Wisconsin, and through and into
the counties 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 former Chicago, iMadison 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, and extending in a northerlj'
direction to the north line of the village of «Addison 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
12
Northern Railroad Company, dated February 1, 1903, and
recorded in the ofSces of the Recorders of Deeds in the counties
in the State of Illinois aforesaid, and in the office of the Secre¬
tary of State of the State of Wisconsin.
(5) The railroad formerly known as the Riverside and
Harlem Railroad, extending from a point at the connection
with the railroad track of the Chicago, Madison and North¬
ern Railroad Company, to a connection with the railroad
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;
(6) The railroad formerly known as the Mattoon and
Evansville Railroad, extending from the crossing in the City
of Mattoon, in the State of Illinois, of the Cleveland, Cin¬
cinnati, Chicago and St. Louis Railroad, through the Coun¬
ties of Coles, Cumberland, Jasper, Richland, Edwards and
White, 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 ;
(7) The railroad formerly known as part of the Peoria,
Decatur and Evaiisville Railway, extending from the bound¬
ary line between the State of Illinois and the State of
Indiana, through the Counties of Gibson, Pose)^ and Van¬
derburgh and into the City of Evansville, in the County of
Vanderburgh, in the State of Indiana, conveyed to the Rail-
13
road Company by deeds dated July 12, 1902, of C. G.
Brown, Special Master, and of C. C. Brown, Special Master,
jointly with the Central Trust Company of New York and
William A. Heilman, recorded in the offices of the Recorders
of Deeds of the counties aforesaid;
(8) 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, in the
County of Posey and State of Indiana, conveyed to the Rail¬
road Company by deed of Blewett Lee, dated April 21, 1903,
and recorded in the ofñce of the Recorder of Deeds of the county
aforesaid ;
(9) 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 Company,
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, 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 offices of the Recorders
of Deeds of the counties aforesaid;
(10) The railroad formerly known as the Mounds and
Olive Branch Railroad, extending from a point at or near
^founds Station on the Illinois Central Railroad, in the
County of Pulaski; to a point at or near Olive Branch, in
the County of Alexander, in the State of Illinois, conveyed
to the Railroád Company by deed of the Mounds and Olive
Branch Railroad Company dated November 16, 1903, and
14
recorded in the ofRces of the Recorders of Deeds of the counties
aforesaid ;
(11) The railroad formerly known as the Groves and
Sand Ridge Railroad, extending from a point on the Line of
the St. Louis, Alton and Terre Haute Railroad in Perry
County, near the south line of said county, to a point at or -
near Sand Ridge, in the County of Jackson and 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 Recorders of Deeds of
the counties aforesaid;
(12) The railroad formerly known as the Christopher
and Herrin Railroad, extending from a point at or near
Christopher, in a southerly direction a distance of about four
and eight-tenths miles, all in the County of Franklin and
State of Illinois, conveyed to the Railroad Company by deed
of the Christopher and Herrin Railroad Company dated
November 16, 1903, and recorded in the office of the Recorder
of Deeds of the county aforesaid ; •
All of said railroads lie in the States of Illinois, Indiana
or Wisconsin, and each of them is owned and operated by the
Railroad Company, and connects at one or more points with
railroads owned and operated by the Railroad Company.
Togethee with all the branches, additions, sidings,
switches and turnouts of the said railroads and of each of
them, including all lands, rails, bridges, viaducts, culverts,
fences, roadways, rights-of-way, stations, offices, depots, depot
grounds, workshops, machine shops, machinery, engine
houses, freight and station houses, warehouses, elevators and
15
other structures, now held or acquired, or hereafter to be
held or acquired, for use in connection with the said railroads
or any of thern, or the business thereof; also all cars and
engines heretofore conveyed to the Railroad Company along
with the railroads, or any of them, hereinbefore described,
by the several deeds above recited, and any cars and engines
which may hereafter be built to replace the same, but ex¬
pressly excluding all other cars and engines which were at
the dates of the said deeds, or are now, or shall hereafter be,
owned by the Railroad Company; and also all the corporate
rights, privileges, franchises, easements, property rights
and things of whatever name and nature, connected with or
relating to the said railroads, or to the construction, main¬
tenance or use thereof, together with all and singular the
tenements, hereditaments and appurtenances thereunto be¬
longing or in any wise appertaining, and the reversions,
remainders, tolls, earnings, incomes, issues and profits thereof;
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, with the
appurtenances ;
To HAVE AND TO HOLD all and singular the said rail¬
roads, premises, property and franchises, unto the said
United States Trust Company of New York and Joel E.
Williamson, their successor or successors in trust, for the equal
and proportionate benefit and security of all holders of the
bonds and coupons issued under and secured by this inden¬
ture and for the enforcement of the payment of said bonds
16 .
and interest when payable according to their tenor, purport
and effect without respect to the time or purpose of their
issue and to secure the performance of and compliance with
the covenants and conditions of this Indenture without pref¬
erence, priority or distinction as td lien or otherwise of one
bond over anj^ other bond, by reason of priority in the issue,
sale or negotiation thereof, so that each and every bond
issued as aforesaid shall have the same right, lien and privi¬
lege under and by virtue of this indenture, and so that the
principal and interest of every such bond shall, subject to
the terms hereof, be equally and proportionatelj'' secured
hereby as if all had been duly issued, sold and negotiated
simultaneously with the execution and delivery of this in¬
denture, it being intended that the lien and security of this
indenture shall take effect from the day of t'he date hereof
without regard to the date of actual issue, sale or negotiation
of said bonds, as though upon such day all of said bonds were
actually issued, sold and delivered to and in the hands of
holders thereof for value. '
This indenture further witxesseth that the Railroad
Company has agreed and covenanted and hereby does agree
and covenant with the Trustees and with the respective holders
from time to time of the said bonds and coupons or any
thereof, as follows, that is to say :
ARTICLE I.
form, issue and appropriation of bonds.
Section 1. The coupon and registered bonds issued
17
under this Indenture together with the coupons pertaining
to the coupon bonds shall be substantially of the tenor above
recited, and shall be known as Illinois Central Railroad Com¬
pany Purchased Lines First Mortgage Gold Bonds. The
coupon bonds shall be of the denomination of $1,000 each
and the registered bonds shall be of the denomination of $1,000
each or of any multiple of $1,000, but such registered
bonds shall bear interest only from the first day of January
of of July, as the case may be, next preceding the issue of
such registered bonds, or from their date, if they are issued
on the first day of either of those months.
Section 2. The bonds issued hereunder shall be num¬
bered consecutively from 1 to 20,000, and they shall from
time to time as required be executed on behalf of the Rail¬
road Company by its President or one of its Vice-Presidents,
and its corporate seal shall be thereunto affixed and attested
by its Secretary or an Assistant Secretary. The bonds shall
then be delivered to the Trust Company, trustee, for certifica-
ión by it, and the Trust Company, trustee, shall thereupon
certify and deliver said bonds to the Railroad Company, or
upon its order, as hereinafter in this article provided, and not
otherwise. In case the officers who shall have signed and sealed
any of said bonds, shall cease to be such officers of the Railroad
Company before the bonds so signed and sealed shall have been
actually certified by the Trust Company, trustee, and delivered,
such bonds may, nevertheless, be adopted by the Railroad
Company and, upon the written request of its President or
one of its Vice-Presidents, shall be certified and delivered,
subject to the provisions of this article, as though the persons
18
who signed and sealed such bonds had not ceased to be officers
of the Railroad Company.
Section 3. The coupons to be attached to coupon bonds
shall be authenticated by the engraved signature of the pres¬
ent treasurer or of any future treasurer of the Railroad
Company, and the Railroad Company may adopt and use
for that purpose the engraved signature of any person who
shall have been such treasurer, notwithstanding the fact that
he may have ceased to be such treasurer at the time when
such bonds shall be actually certified and delivered or issued.
Section 4. Only such bonds as shall bear endorsed
thereon the certificate of the Trust Company, trustee, duly
executed, shall be secured by this Indenture or entitled to any
benefit hereunder; and such-certificate of the Trust Company,
trustee, upon any such bond shall be conclusive evidence that
the bond so certified has been duly issued hereunder and that
the holder is entitled to the benefit of the trust hereby created.
The form of the certificate of the Trust Company, trustee,
shall be substantially as above recited. Before certifying or
delivering any bond, all coupons thereon then matured shall
be cut off, cancelled and delivered to the Railroad Company.
Section 5. The said bonds shall be issued as follows,
and shall bear interest at the rate of three and one-half (SJ)
per cent per annum.
(1) Nine hundred and sixty-eight thousand dollars,
($968,000) par value of said bonds shall 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 first mortgage bonds secured by mortgage or
19
trust deed of the Kankakee and South Western Railroad
Company, above referred to.
(2) Four million three hundred and seventy thousand
dollars. (S4,370,000) par value of said bonds shall 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 first mortgage bonds of the
Chicago, Madison and Northern Railroad Compan^q above
referred to.
The Trust Company, trustee, shall deliver over such re-,
served Five million three hundred and thirty-eight thousand
dollars (So,338,000) of bonds from time to time to the Railroad
Company upon delivery to the Trust Company, trustee,, by
the Railroad Company of any of the underlying bonds mentioned
and described in the sub-divisions (1) and (2) of this section,
with, all unmatured coupons belonging thereto, at the rate of
$1,000 of such reserved bonds for each $1,000 of principal of
such underlying bonds so delivered to the Trust Company,
trustee.
Such underlying bonds shall not be deemed paid, but shall
be retained by the Trust Company, trustee, uncanceled, until
all of the bonds of the same issue have been delivered to the
Trust Company, trustee, or otherwise retired or provided for;
and the Trust Company, trustee, shall thereupon cancel such
bonds and request the discharge of the mortgage securing them.
Until such discharge, such underlying bonds shall be held and
may be enforced by the Trust Company, trustee, as further
security for the bonds issued hereunder; but the payment of
interest upon the bonds issued hereunder shall be deemed to
20
satisfy the instalment of inteTest maturing the same day or the
last preceding interest day upon such underlying bonds, so
held by the Trust Company, trustee, and no interest shall be
collected by the Trust Company, .trustee, upon said underlying-
bonds so long as there is no default in the pajnnenl of interest
upon the bonds issued hereunder.
' (3) Fourteen million, six hundred and sixty-two thou¬
sand dollars ($14,662,000) par value of said bonds shall
be issued from time to time for the purpose of funding the
indebtedness of the Railroad Company, paying for, con¬
structing, irtiproving or maintaining its lines of railroad.
(4) Twp million five hundred thousand dollars par value
of said bonds shall be certified and delivered by the Trust Com¬
pany, trustee, only upon the performance of the condition prece¬
dent that the Railroad Company shall convey to the Trustees by
a supplemental indenture upon the same terms and conditions
as those of this present indenture, and free from all lien or en¬
cumbrance, all and singular the railroad property, corporate
rights and franchises as follows, to wit; The railroad known as
the Peoria, Decatur and Mattoon Railroad between the cities of
Pekin and Mattoon beginning at the said city of Pekin, in the
countjf of Tazewell, and running through the said county of
Tazewell via Delavan 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 countj^
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 Moul¬
trie and Coles to a point in the city of Mattoon, in the said
county of Coles, all in the State of Illinois, where the said
21
railroad is intersected by the railroad of the Cleveland,
Cincinnati, Chicago and St. Louis Railroad Company,
together with all the branches, additions, sidings, switches
and turnouts of the said railroad, 'including all lands,
rails, bridges, viaducts, culverts, fences, roadways, rights-
of-way, stations, offices, depots, depot grounds, work¬
shops, machine shops, machinery, engine houses, freight and
station houses, warehouses, elevators and other structures, then
held or acquired, or thereafter to be held or acquired, for use
in connection with the said railroad or the business thereof;
also all cars and engines hereafter conveyed to the Railroad
Company along with the said railroad, and any cars and
engines which may hereafter be built to replace the same, but
expressly excluding all other cars and engines which shall
hereafter be owned by the Railroad Company; and also all the
corporate rights, privileges, franchises, easements, property
rights and things of whatever name and nature, connected
with or relating to said railroad, or to the construction, main¬
tenance or use thereof, together with all and singular the
tenements, hereditaments and appurtenances thereunto be¬
longing or in any wise appertaining, and the reversions,
remainders, tolls, earnings, incomes, issues and profits thereof;
and also all the estate, right, title, interest, property, posses¬
sion, claims and demands whatsoever as well in law as in equity
of the Railroad Company in and to the same, and any and
every part thereof, with the appurtenances.
(5) The remaining Twelve million one hundred and
sixty-two thousand dollars (112,162,000) of bonds secured
hereby and such of the bonds set apart as prescribed in the
foregoing sub-divisions (1) and (2) as may not be needed for
22
the purposes for which they are respectively appropriated, and
the bonds' referred to in foregoing subdivision (4) and issuable
in compliance therewith, shall be certified and delivered by
the Trust Company, trustee, to the Railroad Company upon
the written request of its President or Vice-President, accom¬
panied by a certified copy of the resolution adopted by its Board
of Directors, authorizing such request, stating that the bonds ,
of the issue secured hereby to the specified amount will be used
for the purpose of funding the indebtedness of the Illinois
Central Railroad Company, paying for, constructing, completing,
improving or maintaining its lines of railroad.
■ Section 6. The aggregate amount of all the bonds which
may be issued and outstanding under this Indenture at an}^
time shall not in any event exceed the sum of Twenty million
dollars ($20,000,000) par value of the principal thereof,
including said underlying bonds not delivered to the Trust
Company, trustee, or otherwise retired or provided for.
Section 7. In case any bond issued hereunder shall
become mutilated or be destroyed, the Railroad Company
may issue a new bond of like tenor and date and bearing the
same serial number, and thè officers of the Railroad Company
for the time being may sign, and the Trust Company, trustee,
may certify said bond for delivery in exchange for or in lieu of
the bond so mutilated or destroyed, on proof by affidavit of
such mutilation or destruction satisfactory to the Railroad
Company and to the Trust Company, trustee, and upon receipt
also of indemnity satisfactory to each of them.
Section 8. Until the permanent bonds can be engraved
and printed, the Railroad Company may execute, and upon
23
its request the Trust Company, trustee, shall certify and
deliver, in lieu of such engraved bonds and subject to the same
provisions, limitations and conditions, temporary registered
bonds of any denomination, substantially of the tenor of the
registered bonds to be issued as hereinbefore provided. Upon
surrender of such temporary bonds for exchange, the Railroad
Company shall issue, and upon cancellation of such surren¬
dered bonds, the Trust Company, trustee, shall certify and de¬
liver in exchange therefor, engraved coupon bonds or registered
bonds equal in par value to each temporary bond surrendered;
and until so exchanged each of such temporary bonds shall be
entitled to the same security as the corresponding aggregate
amount of engraved bonds issued hereunder.
/
ARTICLE II.
p.4.rticulak covenants of the railroad company.
Section 1. The Railroad Company will pay or cause to
be paid to the holder of any bond issued hereunder the
principal and interest accruing thereon, aU in gold coin of
the United States of or equal to the present standard of
weight and fineness, at the dates and rate and in the manner
mentioned in said bond, or in the coupons thereto appertain¬
ing, according to the true intent and meaning thereof, with¬
out deduction for any tax or taxes which the Railroad Com¬
pany may be required to pay or retain therefrom under any
present or future law of the United States, or of any State,
County or municipality therein. In the case of coupon bonds,
such interest shall be payable only upon presentation and
surrender of the respective coupons annexed to said bonds
24
as such coupons severally mature; and as paid, all coupons
shall forthwith be cancelled.
Section 2. , The Railroad Company will from time to
time paj^ and discharge all taxes, assessments and govern¬
mental charges lawfully imposed upon any of the property
hereby mortgaged; provided, however, that the Railroad
Company shall not be required to pay any such tax, assess¬
ment or charge so long as the Railroad Company in good
faith and by appropriate legal proceedings shall contest the
validity thereof.
Section 3. The Railroad Company will at all times
keep the mortgaged property with the fixtures and appurte¬
nances in thorough repair and working order and will from
time to time make all needful and proper repairs, renewals,
improvements and additions, so that the traffic and business
thereof shall at all times be conducted with safety and expe¬
dition.
Section 4. The Railroad Companj' will always keep
this indenture an unimpaired lien upon all the property
hereby mortgaged, and upon all renewals, improvements and
additions thereto; it will not create nor permit to be created
anj' lien or charge having priority to the lien of these pres¬
ents upon the mortgaged property, and it will, within three
months after the same shall accrue, pay or cause to be paid
or discharged, or will make adequate provision for the satis¬
faction of, every lawful claim for labor, material, supplies
or other objects which, if unpaid, might by law be given
\
25
precedence over this indenture as a lien or charge upon the
mortgaged property.
Section 5. Until the payment of all the bonds secured
under this indenture an office or agency shall be maintained
by the Railroad Company in the City of New York where
bonds and coupons secured hereby may' be presented for
payment, and where books shall be kept for the i^egistry
of bonds issued hereunder, which shall at all reasonable
times be open to inspection by the Trustees. Upon presen¬
tation for such purpose at the said office or agency, the holder
of any coupon bond may have the ownership of such bond
registered on said books, such registry being noted on the
bond, after which no transfer shall be valid unless made on
the books by the registered holder in person or by his attorney
duly authorized, and similarly noted on the bond; but such
registration shall not affect the negotiability of the interest
coupons; and the bond may be discharged from registry by
being in like manner transferred to bearer, after which it
shall be transferable by delivery; but such bond may again
from time to time be registered or transferred to bearer as
before. Or the holder of any coupon bond or bonds issued
and secured hereunder may at any time, at his option, sur¬
render said bond or bonds with all unmatured coupons be¬
longing thereto to said Illinois Central Railroad Company
for cancellation, in exchange for a registered boúd or bonds
without coupons for a like amount, after which the interest
thereon semi-annually and the principal thereof when due
shall be payable only to the 'registered holder or his legal
26
representatives or assigns. Such registered bonds shall be
for $1,000 each or some multiple thereof satisfactory to the
Railroad Company, and shall bear interest at the same rate
as the surrendered coupon bonds, but only from the first
day of January or of July, as the case may be, next preceding
the issue of the new registered bonds, or from their date, if
they are issued on the first day of either of those months.
Section 6. The Railroad Company will first pay from
the income of the mortgaged property, after paying operating
expenses thereof, and the taxes thereon, the interest accruing
upon any outstanding bonds secured by mortgage or deed of
trust of The Kankakee and Southwestern Railroad Com¬
pany, and of the Chicago, Madison and Northern'Railroad
Company, respectively, hereinbefore enumerated, and the
interest accruing upon the bonds issued hereunder, and the
income after paying operating expenses and taxes, and the
interest upon the said bonds of the two railroad companies
last named, shall, either before or after default, and whether
said property is operated by the Railroad Company, or by
the Trustees under the power of entry herein reserved, or by
receiver appointed by any court at the instance either of the
Railroad Company or of any creditor, stockholder or other
person interested in said Company or having the right to
apply for such appointment, be primarily pledged and ap¬
plied to the payment of the said iiîterest, and after default
also to the payment of the principal, of the bonds issued here¬
under according to the respective rights or priorities of such
interest and principal as herein declared.
Section 7. The Railroad Company will not at any time
27
insist upon or plead or in any manner whatever claim or take
advantage of any stay or extension law now or at any time
hereafter in force, nor will it claim, take or insist upon any
benefit from any law or right now or hereafter existing which
provides for the valuation or appraisement or marshalling of
the mortgaged property prior to any salé thereof; nor will
it after any such sale claim or exercise any right under any
statute to redeem the property so sold; and it hereby ex¬
pressly waives all benefit and advantage of any such law or
right, and covenants that it will not impede the execution
of any power herein granted and delegated to the Trustees,
but that it will permit the execution of every such power as
though no such law had been made.
Sectiox 8. The Railroad Company from time to time,
on written demand of the Trust Company, trustee, will do such
further acts, and make such further deeds, conveyances and
assurances in the law as may be reasonably advised or required
for effectuating the intention of these presents, and for the better
assuring unto the Trustees upon the trust and for the purposes
herein expressed, all and singular the property hereby con¬
veyed and transferred or intended so to be.
ARTICLE III.
reserved rights of the railroad company.
Section 1. Until some default shall have been made in
the due and punctual payment of the interest or principal
of any of the bonds, or in the due and punctual performance
of some covenant or condition hereof obligatory upon the
28
Railroad Company; and such default shall have continued
beyond the period of grace, if any, herein provided in respect
thereof, or until the Railroad Company shall have voluntarily
surrendered possession to the Trustees, as herein permitted,
the Railroad Company shall be allowed to retain actual pos¬
session of all the mortgaged property, and to use the same,
with the rights and franchises appertaining thereto, and to
collect the earnings and -other income thereof.
Section 2. Upon the written request of the Railroad
Company, approved by resolution of its Board of Directors,
the Trust Company, trustee, may, from time to time, release
from the lien and operation of this indenture any part of the
mortgaged property then subject thereto; provided, that no
part of the lines of track or of the rights-of-way shall be re¬
leased unless it shall no longer be of use in the operation of the
mortgaged property, and that no part of such lines of track or
rights-of-way shall be so released if thereby the continuity of
any one of the railways hereby mortgaged shall be broken, and,
provided, further, that no part of the mortgaged 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 of such railway or for use in con¬
ducting the business thereof. No such release shall be made
unless the Railroad Company shall have sold the property
so to be released, or shall have contracted to sell or exchange
the same for other property. The proceeds of any such sale
and all moneys received as compensation for any property
subject to this indenture taken by exercise of the power
of eminent domain, shall be paid to the Trust Company, trustee.
29
and applied with its approval to the purchase by the Rail¬
road Company of other property, real or personal, or
in betterments or improvements upon any part of the
mortgaged property, or to the purchase of bonds issued here¬
under, or invested by the Trust Company, trustee, in such
securities as are authorized by law in the State of New York
for the investment of trust funds. Any securities so purchased
by the. Trust Company, trustee, shall be held for the further
protection of the bonds and may be sold by the Trust Company,
trustee, and the proceeds invested in other like securities, or
disposed of in any other manner hereinbefore authorized with
respect to the proceeds of property released from the lien hereof.
So long as the Railroad Company is not in default hereunder
it shall be entitled to receive the interest from said securities.
Any new property acquired by the Railroad Company, by ex¬
change or purchase, to take the place of any property released
hereunder, or with the proceeds thereof, shall forthwith become
and be subject to the lien of this indenture as fully as if specifi¬
cally mortgaged hereby, and without further conveyance ; but, if
requested by the Trust Company, trustee, the Railroad Com¬
pany shall conve}^ the same to the Trustees by appropriate
deeds. The Railroad Company from time to time may make
changes in or substitutions of any leases, trackage rights or
contracts; but in any such event the modified or substituted
leases, contracts or trackage rights shall forthwith become bound
by and subject to the terms of this indenture. In case the mort¬
gaged property shall be in the possession of a receiver, the
powers conferred by this section upon the Railroad Company
may be exercised by such receiver with the approval of the
Trust Company, trustee; and, if the Trustees shall be in pos-
30
session of the mortgaged property under any provision of this
indenture, then all the powers conferred by this section upon the
Railroad Company may be exercised by the Trustees in their
discretion. A certificate signed by the President or a Vice-
President of the Railroad Company may be received by the
Trust Company, trustee, as conclusive evidence of any of the
facts mentioned in this section, and shall be full warrant and
protection to the Trust Company, trustee, for its action on the
faith thereof; but the Trust Company, trustee, in its discretion,
may require such additional evidence as it may deem necessary.
Section 3. The Railroad Company, at any time before
full payment of the bonds, and whenever it shall deem it
expedient for their security, although there be then no default
entitling the Trustees to enter into possession, may, with the
consent of the Trustees, surrender to them possession of the
whole or any part of the mortgaged property, for any period,
fixed or indefinite. Upon such surrender the Trustees shall
enter into and upon the property so surrendered, and shall
take possession thereof, for such period, fixed or indefinite,
as aforesaid, without prejudice, however, to its rights 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 such prescribed period. Upon
any such voluntary surrender of said property, the Trustees,
frorn the time of their entry, shall operate and use the same in
accordance with the provisions of this indenture, and shall
receive and apply the income in the manner provided in
Section 1. of Article IV. hereof.
Section 4. If, when the bonds shall have become due
31
and payable, the Railroad Company shall well and truly pay
or cause to be paid the whole amount of the principal and
interest due upon all of the bonds, or shall provide for such
payment by depositing with the Trust Company, trustee, here¬
under, for the payment 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 paj'able hereunder,
and shall perform all the things herein required, according to
the true intent and meaning of this Indenture, or if the Railroad
Company shall at any time produce to the Trust Compan}^
trustee, cancelled all of the bonds secured hereby theretofore
issued and then outstanding, together with the then unmatured
coupons attached to such of said outstanding bonds as bear
coupons, then and in either of such cases aU property, rights and
interest hereby conveyed shall revert to the Railroad Com¬
pany, or to whomsoever may be entitled thereto, and the
estate, right, title and interest of the Trustees therein shall
thereupon cease and become void, and the Trustees shall, in
such case, on demand of the Railroad Company, and at its
cost and expense, execute all releases, and conveyances neces¬
sary for the satisfaction and discharge of this indenture.
ARTICLE IV.
remedies in c.vse of default.
Section 1. In case default shall be made in the pay¬
ment (a) of any interest on any bond or (b) of the principal
of any bond, or in case default shall be made in the perform¬
ance (c) of any other covenant or condition herein required
to be kept by the Railroad Company, and any such default
32
shall continue for sixty days after written notice thereof to
the Railroad Company from the Trust Company, trustee, or
from the holders of five per cent or more in amount of the bonds
at the time outstanding, then and in every such case the Trustees,
by their agents or attorneys, may forthwith enter into and upon
all or any part of the property hereby mortgaged, and maj' ex¬
clude the Railroad Company and its agents and servants wholly
therefrom, and, holding the same, may use and operate said
mortgaged property, regulate the tolls for the transportation
of passengers and freight thereon, and conduct the business
thereof, either personally or by their representatives, to the
best advantage of the holders of the bonds; and upon every
such entry the Trustees may, at the expense of the trust estate,
from time to time, maintain, repair, restore and insure the
mortgaged property, in the same manner as it is usual with
Railroad Companies, and exercise all the rights and powers
of the Railroad Company, either in its name or otherwise,
as the Trustees shall deem best; and they shall be entitled to col¬
lect and receive all earnings and other income of the mort¬
gaged property; and after deducting the expenses of oper¬
ating and managing said property and taxes, as well as reason¬
able compensation for their own services, they shall apply the
moneys arising as aforesaid as follows:
First. In case the principal of the bonds shall not have
become due, to the payment of the interest in default in the
order of the maturity of the instalments of such interest,
with interest thereon at the rate of three and one-half per cent,
per annum, such payments to be made ratably to the persons
•entitled thereto, without discrimination or preference.
33
Second. In case the principal of the bonds shall have
become due, by declaration or otherwise, first, to the pay¬
ment of the accrued interest (with interest on the overdue
instalments thereof at the rate of three and one-half per cent,
per annum) in the order of the maturity of the instalments,
and next, if any surplus remain, toward the payment of the
principal of all bonds hereby secured, such payments in every
instance to be made ratably to the persons entitled thereto,
without discrimination or preference. *
Upon the payment in full of whatever may be due for
principal and interest, or be payable for other purposes, the
premises shall be returned to the Railroad Company.
Section" 2. In case default shall be made in the pay¬
ment of any interest on any bond, and any such default shall
continue for six months, the Trust Company, trustee, upon the
written request of the holders of a majority in the amount of the
bonds then outstanding, shall, by notice in writing delivered to
the Railroad Company, declare the principal of all bonds then
outstanding to be due and payable immediately, and upon
any such declaration the same shall become and be imme¬
diately due and pat'able, anything in this indenture or in
said bonds contained to the contrary notwithstanding. This
provision is, however, subject to the condition that, if at any
time after the principal of said bonds shall have been so de¬
clared due and payable, all arrears of interest upon such
.bonds, with interest on overdue instalments of interest at the
rate of three and one-half per cent, per annum, shall be paid
by the Railroad Company or be collected out of the mortgaged
property before any sale of the mortgaged property shall
34
have been made, then the holders of a majority in amonnt
of the bonds then outstanding, by written notice to the
Railroad Company and to the Trust Company, trustee, may
waive such default and its consequences, and obtain from the
Trust Company, trustee, a rescission of such declaration of the
maturity of the principal; but no such waiver shall extend to or
affect any subsequent default, or impair any right consequent
thereon.
SeAion 3. In case default shall be made in the pay¬
ment (a) of any interest on any bond, or (b) of the prin¬
cipal of any bond, or in the due performance (c) of any other
covenant or condition herein required to be performed by
the Railroad Company, and any such default shall continue
for six months after written notice thereof from the Trust
Company, trustee, or from the holders of five per cent or more
in amount of the outstanding bonds, then and in every such case
the Trustees shall be forthwith entitled, with or without entry,
personally or by attorney, in their discretion, to sell to the high¬
est bidder all and singular the mortgaged property, and all
right, title, interest, claim and demajud therein, and right of
redemption thereof, which sale shall be by public auction, at
the City of Chicago, Illinois, or at such other place on one of
the railroads hereby mortgaged and at such time and upon
such terms as the Trustees may fix, and the Railroad Company
shall join in any deed of conveyance or other writing evidenc¬
ing such sale, provided that this power of sale shall be exercised
only so far as may be permitted by law.
Section 4. In case default shall be made in the pay¬
ment (a) of any interest on any bond, or (b) of the principal
of any bond, or in the due performance (c) of any other
35
covenant or condition herein required to be performed by
the Railroad Company, and any such default shall continue
for sixty days after written notice thereof to the Railroad
Company from the Trust Company, trustee, or from the holders
of five per cent or more in amount of the bonds at the time out¬
standing, then and in every such case the Trustees may forth¬
with proceed to protect and enforce their rights and the rights
of the bondholders by a suit or suits in equity or at law, either for
the specific performance of any covenant or agreement con¬
tained herein, or in aid of the execution of any power herein
granted, or for the foreclosure of this indenture for interest,
or for principal and interest, or both, or for the enforcement
of any other appropriate legal or equitable remedy, as the
Trustees shall deem most effectual.
Section 5. Upon filing a bill in equity or upon the
commencement of judicial proceedings by the Trustees to
enforce any right under this indenture, the Trustees shall be
entitled to exercise any and all rights and powers herein
conferred; and, as matter of right, the Trustees shall be en¬
titled to the appointment of a receiver of the premises here¬
by mortgaged and of the earnings and other income thereof,
with such powers as the court 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 the event of any sale by virtue of the
power of sale herein contained or of judicial proceedings.
36
the whole of the property hereby mortgaged shall be sold
in one parcel and as an entiretj^, unless the holders of a ma¬
jority in amount of the bonds then outstanding shall in writ¬
ing request the Trust Company, trustee, to cause said premises
to be sold in parcels, in which case the sale shall be made in such
parcels as may be specified in such request, so far as the law may
allow. Notice of any such sale shall state the time and place
when and where the same is to be made, shall contain a brief
general description of the propert}^ to be sold, and shall be
published once a week for four successive weeks prior to
such sale in a newspaper published in the City of New York
and in a newspaper published in the City of Chicago; and
such notice shall also comply with any requirement of
Statute or rule or order of court. The Trustees may adjourn
or cause to be adjourned any such sale from time to time by
announcement at the time and place appointed for such sale
or for such adjourned sale; and without further notice or
publication such sale may be made at the time and place to
which the same shall be so adjourned. In case of such sale
of the mortgaged property the whole of the principal sum of
the bonds hereby secured, if not previoush' due, shall, at the
option oí, the Trustees or of the holders of a majority of the
bonds outstanding, at once become due and payable, anything
in said bonds or in this indenture to the contrary notwith¬
standing.
Section 7. Upon the completion of any sale the Trustees
shall execute and deliver to the accepted purchaser, who may
be either the Trust Company, trustee, or a Bondholder or any
37
other person, a deed of eonvej'ance, sale and transfer of the
property sold, or shall execute and deliver in conjunction with
the deed of the court officer conducting such sale, a proper re¬
lease of such property and franchises; and the Trustees are
hereby appointed the true and lawful attorneys irrevocable of
the Railroad Company, in its name and stead to make all neces¬
sary deeds of conveyance, sale and transfer of the property,
and for that purpose may execute all necessary acts of convey¬
ance, assignment and transfer, and may substitute one or more
persons with like power, the Railroad Company hereby
ratifying and confirming all that its said attorneys or such
substitute or substitutes shall lawfully do by virtue hereof.
Nevertheless, the Railroad Company shall, if so requested
by the Trust Company, trustee, ratify and confirm such sale by
executing and delivering to the Trust Company, trustee, or to
such purchaser all proper deeds, conveyances, and releases as
may be designated in such request. Any such sale either under
the power of sale hereby conferred or by virtue of judicial pro¬
ceedings, shall divest all right, title, interest, estate, claim and
demand whatsoever, either at law or in equity, of the Railroad
Company, of, in and to the property sold, and shall be a perpet¬
ual bar both at law and in equity against the Railroad Com¬
pany, and against any person claiming or to claim the prem¬
ises sold, or any part thereof, through the Railroad Com¬
pany.
Section 8. The proceeds of any sale of the mortgaged
property, together with any other sums which may then be
held by the Trustees or be payable to them under any of the
38
provisions of this indenture as part of the trust estate, shall
be applied in the following order:
First. To the payment of the fees and other charges
of, and a reasonable compensation to, the Trustees, their agents
and attorneys, and to the payment of all expenses and liabil¬
ities incurred or disbursements made by the Trustees, and of
all taxes, assessments or liens prior to the lien of these pres¬
ents, 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 owing
upon the bonds for principal ànd interest, with interest on
the overdue instalments of interest, at the rate of three and
one-half per cent, per annum, and in case such proceeds shall
be insufficient to pay in full the amount so due and unpaid upon
the said bonds, then to the.payment of such principal and
interest without preference of principal over interest or of interest
over principal, or of any instalment of interest, over any other
instalment of interest, ratably, according to the aggregate of
such principal and the accrued and unpaid interest.
Third. Any surplus then remaining, to the Railroad
Company, or to whomsoever may be lawfully entitled to re¬
ceive the same.
Section 9. In case of a sale of the mortgaged prop¬
erty, the purchaser, for the purpose of paying for the prop¬
erty, shall be entitled to apply upon the purchase price any
bonds and any matured and unpaid coupons to the extent of
the value of such bonds and coupons upon a distribution
among the bondholders of the net proceeds of such sale, after
39
deducting the cost and expenses of the sale and any other
sums allowable under the terms thereof. But such bonds
and coupons so applied in payment by the purchaser shall
be deemed to be paid only to the extent so applied. The re¬
ceipt of the Trustees or of the Court Officer conducting such
sale shall be a sufficient discharge for the purchase money to
any purchaser of the property sold as aforesaid, and no such
purchaser, after paying such purchase money and receiv¬
ing such receipt shall be bound to see to the application of
such purchase monej' upon or for any trust or purpose of this
indenture, or be answerable for any loss or misapplication of
any such purchase money.
Section 10. In case default shall be made in the pa}'-
ment (a) of any interest on any bond or (b) of the prin-
cipal of any bond when the same shall become payable,
whether at the maturity of said bonds or by declaration as
authorized by this Indenture, or by a sale of the mortgaged
property as hereinbefore provided, then, and in every such
case, upon demand of the Trust Company, trustee, the Railroad
Company will pay to the Trust Company, trustee, for the
benefit of the holders of the bonds and coupons then outstand¬
ing the whole amount due and payable on all such bonds and
coupons for principal or interest, or both, as the case may be,
with interest upon the overdue principal and instalments of
interest; and, in case the Railroad Company shall fail to pay
the same forthwith upon such demand, the Trustees, in their
own names and as trustees of an express trust, shall be entitled
to recover judgment for the whole amount so due and unpaid,
<
40
either before or after or during the pendency of any proceedings
for the enforcement of the lien of this indenture upon the mort¬
gaged property, and, the right of the Trustees to recover such
judgment shall not be affected by any entry or sale hereun¬
der, or by the exercise of any other right, power or remedy
for the enforcement of the provisions of this indenture, or
by the foreclosure of the lien thereof ; and in case of a sale
of the mortgaged property and of the application of the pro¬
ceeds of sale to the payment of the mortgage debt, the Trus¬
tees, in their own names and as trustees of an express trust, shall
be entitled to receive and to enforce payment of any defi¬
ciency or amounts then remaining due and unpaid upon any
of the bonds then outstanding, for the benefit of the holders
thereof, and shall be entitled to recover judgment for any
portion of the mortgage debt remaining unpaid, with in¬
terest. No recovery of any judgment by the Trustees and no
levy of any execution under any such judgment upon prop¬
erty subject to the lien of this indenture or upon any other
property shall in any manner or to any extent affect or im¬
pair the lien of the Trustees upon the mortgaged property, or
any rights, powers or remedies of the Trustees or the bond¬
holders, but such lien, rights, powers and remedies shall con¬
tinue unimpaired. Any moneys collected by" the Trustees
under this section shall be applied towards payment of the
amounts then due and unpaid upon such bonds or coupons
respectively without preference of any kind, and ratably ac¬
cording to the amounts due and payable upon such bonds,
and coupons respectively, at the date fixed by the Trustees
41
for the distribution of such moneys, after the payment or
retention of the costs, expenses and other charges above set
forth, and as in Section 8. of this Article specifically pro¬
vided.
Section 11. Except as herein expressly provided to
the contrary, no remedy herein conferred upon the Trustees
is intended to be exclusive of any other remedy, but every
remedy herein provided shall be cumulative and shall be in
addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute; and
every power and remedy given by this indenture to the
Trustees or bondholders may be exercised from time to time
and as often as may be deemed expedient. No delay nor
omission of the Trustees or of any holder of bonds to exer¬
cise any right or power arising from any default shall im¬
pair any such right or power or shall be construed as a
waiver of any such default. In case the Trustees shall have
proceeded to enforce any right under this indenture by fore¬
closure, entry or otherwise, and such proceedings shall for
any reason have been discontinued, or shall have been de¬
termined adversely to the Trustees, then and in every such
case, the Railroad Company and the Trustees shall be re¬
stored to their respective former positions and rights here¬
under in respect of the mortgaged property, and all rights,
■remedies and powers of the Trustees shall continue as though
no such proceedings had been taken.
ARTIGLE V.
authority and action of bondholders.
Section 1. No holder of any bond or coupon shall
have the right .to institute any suit, action or proceeding for
the foreclosure of this indenture, or for the execution of any
trust hereof, or for the appointment of a receiver, or for anj'
other remedy hereunder, unless such holder shall previously
have given to the Trust Company, trustee, written notice of any
existing default and of the continuance thereof as hereinbefore
provided; nor unless also the holders of twenty-five per cent in
amount of the bonds then outstanding shall have made written
request upon the Trustees and shall have afforded to them
reasonable opportunity to proceed themselves to exercise the
powers hereinbefore granted, or to institute such action, suit or
proceeding in their own names; nor unless also such holder or
holders shall have offered to the Trustees reasonable indem¬
nity against the costs, expenses and liabilities to be incurred
therein or thereby; and such notification, request and offer
of indemnity are hereby declared, in every such case, at the
option of the Trust Company, trustee, to be conditions precedent
to the execution of the powers and trusts of this indenture and to
any action or cause of action for foreclosure or for the appoint¬
ment of a receiver or for any other remedy hereunder; it
being understood that no holder of bonds or coupons shall
have any right to affect the lien of this indenture by his
action, or to enforce any right hereunder, except in the man¬
ner herein provided, and that all proceedings hereunder at
law or in equity shall be instituted and maintained in the
43
manner herein provided and for the equal benefit of all hold¬
ers of such outstanding bonds and coupons.
Section 2. Upon the written request of the holders of
twenty-five per cent, in amount of the bonds then outstand¬
ing, in case of any default as aforesaid, it shall be the duty
of the Trustees, upon being indemnified as herein provided, to
take all needful steps for the protection and enforcement of
their rights and the rights of the bondholders, or to exercise
the powers of entry and sale herein conferred, or to com¬
mence appropriate judicial proceedings, as the Trustees shall
deem most expedient in the interest of the bondholders.
Section 3. Anything in this indenture contained to the
contrary notwithstanding, the holders of seventy-five per
cent, in amount of the bonds then outstanding shall have the
right from time to time, if they so elect and manifest such
election by an instrument in writing executed and delivered
to the Trust Company, trustee, to direct and control the method
and place of conducting any proceedings for the sale of the prop¬
erty hereby mortgaged, or for the foreclosure of this indenture,
or for the appointment of a receiver, or any other action or
proceeding hereunder.
Section 4. Any request or other instrument required
by this indenture to be signed by bondholders may be in
counterparts of similar tenor, and may be executed by such
bondholders 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, and of the holding by any person of bonds, shall
44
'be sufficient for any purpose of this indenture if made in the
following manner, and shall be conclusive in favor of the
Trustees with regard to any action taken by them under such re¬
quest or other instrument, viz.: (1) The fact and date of the
execution by any person of any such request or of any other
instrument or writing may be proved by the certificate of
any notary public or other officer authorized to take, either
within or without the State of New York, acknowledgments
of deeds to be recorded in said State, certifying that the per¬
son 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 pub¬
lic or other officer. (2) The amount of unregistered bonds
held by any person executing such request or other instru¬
ment as a bondholder, and the amounts and issue numbers of
the bonds held by such person and the date of his holding the
same, may be proved by a certificate executed by any trust
company, bank or other depositary, wherever situated, whose
certificate shall be deemed by the Trust Company, trustee, to be
satisfactory, showing that such .person had on deposit with such
depositary or exhibited to it the bonds described in such certifi¬
cate at the date therein mentioned. (3) The ownership of regis¬
tered bonds shall be proved by the books for the registry of
such bonds as provided in Section 5. of Article II. hereof.
Section 5. The Railroad Company and the Trustees
may treat the bearer of any coupon bond, which shall not at
the time be registered as herein authorized, and the bearer
of any coupon for interest on any such bond, whether such
45
bond shall be registered as to principal or not, as the abso¬
lute owner of such bond or coupon for the purpose of receiv¬
ing payment thereof, and for all other purposes whatsoever,
and the Railroad Company and the Trustees shall not be af¬
fected by any notice to the contrary.
ARTICLE VI.
special provisions regarding the trustees.
Section 1. The Trustees may select and employ in the
execution of this trust such agents, attorneys and counsel as
they deem necessarjL
Section 2. The compensation of the persons so em¬
ployed, as well as the other reasonable expenses of the Trustees
and their own compensation, shall be paid to the Trustees by
the Railroad Company on demand.
Section 3. The Trustees shall be under no obligation to
perform any act hereunder, unless reasonably indemnified,
and, excepting as herein otherwise expressly provided, the
Trustees shall not be bound to recognize any person as a bond¬
holder unless his bonds are, if required, submitted to the
Trust Company, trustee, for inspection, and his title, if disputed,
satisfactorily established.
Section 4. The Trustees shall be protected in acting
upon any notice, request, consent, certificate, resolution,
bond or other paper or document believed by them to be genuine
and to have been signed and certified by any officer of the
Railroad Company or by any other proper party, and upon
any recital of fact therein contained, and all the recitals of
46
facts in this indenture shall be taken as statements by the
Railroad Company and not by the Trustees.
Section 5. The Trustees shall not be responsible for
the recording or filing of this indenture, nor for anything
whatever in connection with the trust, except their own willful
misconduct or gross negligence.
Section 6. Any trustee may resign and be discharged
of the trusts hereby created by written notice thereof to
the Railroad Company and by publication at least twice in
each week for four successive weeks in a daily newspaper
published in the City of New York, and for like number
of times in a daily newspaper published in the City of Chi¬
cago and by due execution of the conveyance herein required.
Section 7. Any trustee may be removed at afiy time
by an instrument or concurrent instruments in writing
signed by the holders of not less than two-thirds in amount
of the bonds hereby secured and then outstanding. In case
at any time any trustee shall resign or shall be removed or
otherwise shall become incapable of acting, a successor may
be appointed by the holders of two-thirds in amount of the
bonds hereby secured then outstanding, by an instrument or
concurrent instruments signed by such bondholders; pro¬
vided, nevertheless, that in case at any time there shall be
a vacancy in the office of trustee hereunder, the Railroad
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 herein
authorized. The Railroad Company shall publish notice of
47
any such appointment made by it once in each week for six
successive weeks in a daily newspaper published in the City
of New York and in a daily newspaper published in the City
of Chicago; and any new trustee appointed by the Railroad
Company shall immediately and without further act be sus-
perseded by a trustee appointed by the bondholders in the
manner above provided prior to the expiration of one year
after such publication of notice. Every such trustee appoint¬
ed by the bondholders or by the Railroad Company as successor
in trust to the Trust Company shall always be a trust compan}'
in good standing having a capital and surplus aggregating at
least $1,000,000, if there be such a trust company willing and
able to accept the trust upon reasonable or customary terms.
Section 8. Any new trustee appointed hereunder shall exe¬
cute, acknowledge and deliver to the Trust Company, trustee,
or its successor in trust last in office, and also to the Railroad
Company, ân instrument accepting such appointment hereunder
and thereupon such new trustee without any further act or
deed, shall become vested with all the estates, properties, rights,
powers, trusts, duties and obligations of its or his predecessor
in trust hereunder, with like effect as if originally named as
trustee herein; but the Trust Company, trustee, or its successor
in trust, ceasing to act, shall, nevertheless, on the written request
of the Railroad Company or of the new successor in trust, exe¬
cute an instrument transferring to such new successor in trust,
upon the trusts herein expressed, all the estates, properties,
rights, powers and trusts of the Trust Company, or its successor
in trust, so ceasing to act, and shall duly assign, transfer and
deliver all property and moneys held by the Trust Company or
its successor in trust to the new successor in trust. Should any
48
deed or other instrument in writing from the Railroad Company
be required by any new trustee for confirming to such new trus¬
tee such estate, rights, powers and duties, anj' and all such deeds,
and instruments in writing shall on request be executed by the
Railroad Company.
Section 9. If at any time or times, in order to conform to
anj' law of any State in which the Railroad Company, now holds
or at any time hereafter shall hold any property, the Railroad
Company shall so request, the Trustees shall unite with the
Railroad Company in the execution, delivery and performance
of all instruments and agreements necessary or proper to con¬
stitute an additional trustee or trustees, who shall be approved
by the Trustees, to be constituted co-trustee hereunder, jointly
with the trustees originally named herein; provided, however,
(1) that the bonds secured hereby shall be certified and deliv¬
ered, and all powers conferred upon the Trust Company, trustee,
under Article I. hereof shall be exercised, only by the United
States Trust Company of NewYork, one of the parties of the second
part, or a trust company appointed and acting as its successor in
the trust hereunder; (2) that no powers shall be exercised
hereunder by any individual or additional trustee, except
jointly with, or with the consent of, the United States Trust
Company of New York, or any trust company which may
have been appointed and be acting as its successor in the
trust, and (3) that the Railroad Company and the United
States Trust Company of New York, or its successor in the
trust, at any time by an instrument in writing executed by
them, may remove any individual or additional trustee, and by
an instrument in writing duly executed by them may appoint
a successor to any individual or additional trustee.
49
Notwithstanding the appointment of any individual or ad¬
ditional trustee, each and every power vested in the Trustees
shall, so far as the same legally can be done, be vested in and
exercised, without the joint action of any individual or addi¬
tional trustee, by the United States Trust Company of New
1 ork, or any trust company which may have been appointed
and be acting as its successor in the trust hereby created,
and any individual or additional trustee hereunder by accepting
the trust shall delegate to the United States Trust Company of
New York and its successor in the trust, so far as may be, full
authority and power to do in the joint names of the trustees all
acts and to execute all instruments reciuired to be done or
executed.by the trustees jointly.
ARTICLE VII.
general provisions.
Section 1. All the grants, covenants, undertakings,
agreements and provisions herein contained on behalf of or
in relation to the Railroad Company, shall bind its succes¬
sors and assigns.
Section 2. The covenants, conditions and provisions
herein contained shall be for the*exclusive benefit of the par¬
ties hereto and of the holders of the bonds hereby secured.
Section 3. The word "Trustees" means the trustees for
the time being, whether original or successors; the word "Trust
Company "includes the successors in trust of the Trust Company;
the words "bond," "bondholder," mean respectively the bonds
secured hereby and the hojder of such bonds, and shall include the
plural as well as the singular number, unless otherwise expressly
\
50
indicated. The word "coupons" refers to the interest coupons
attached to the bonds secured hereby.
Section 4. This indenture shall become operative and
effectual for all purposes immediately upon its execution by
the Railroad Company, and delivery to the Trustees.
ARTICI.E Vm.
acceptance by trustee.
The United States Trust Company op Neav York
and Joel E. Williamson, parties of the second part, hereby
accept the trusts declared by this indenture, and agree to per¬
form them upon the terms and conditions hereinbefore set forth.
In witness whereof, The parties hereto which are cor-
portations have caused their respective corporate seals, duly
attested, to be affixed hereto in septuplicate, and these presents
to be subscribed by their respective Presidents or ^'ice-Presi-
dents, and the said Joel E. Williamson has hereunto set his hand
and seal, in septuplicate as aforesaid, the day and year first
above written.
ILLINOIS CENTRAL RAILROAD CORPANY,
By Stuyvesant Fish,
[seal] ^ t- President.
Attest :
A. G. Hackstaff,
Secretary.
Signed, sealed and delivered
in presence of
Chas. H. Wenman,
Robt. p. Barry, Jr.
51
»
UNITED STATES TRUST COMPANY OF NEW YORK,
By J. S. Clark,
[seal] 2d V. President.
Attest :
L. G. Hampton,
Assistant Secretary.
Signed, sealed and delivered
in presence of
Carlile Boyd,
H. Hall Fiedler.
JOEL E. WILLIAMSON. [se.\l]
Signed, sealed and delivered
in presence of
Frank L. DeLay-,
James K. Lauder.
52
State of New York, "i
\ gg
City and County of New York. J
I, Thomas B. Clifford, a Notary Public in and for the Cit}'
and County of New York, in the State aforesaid, duh' commis¬
sioned and sworn, and a resident in the said State, City and
County of New York, do hereby certify that on this 20" day of
July, 1904, personally, came and appeared before me Stuyvesant
Fish, President of the Illinois Central Railroad Company, and
Alexander G. Hackstaff, Secretary of said Corporation, to me
well known to be the persons whose names are signed to the
above written instrument, mortgage or deed of trust, bearing
date the 30th. day of June, 1904, and who, in their several official
capacities as above set forth, executed the foregoing instrument,
mortgage or deed of trust, and both acknowledged the same
before me in my County and State aforesaid, and severallj'
acknowledged the execution thereof to be the free act and
deed of said Illinois Central Railroad Company for the uses
and purposes therein mentioned, and that the same was
signed, sealed and delivered as therein set forth in the pres¬
ence of Chas. H. Wenman and Robt. P. Barry, Jr., who then
and there respectively subscribed the same as attesting
witnesses; and said Stujwesant Fish, as President, and
Alexander G. Hackstaff, as Secretar}^ of said Illinois Central
Railroad Company, who are known to me and known to me to
be the President and Secretary of said Illinois Central Rail¬
road Company, acknowledged before me on this day that,
being informed of the contents of the said instrument, mort¬
gage or deed of trust, they executed the same voluntarily as
the act and deed of said Illinois Central Railroad Company
53
on the 20th day of July, 1904, and said Alexander G. Hackstaff
being by me duly sworn, says that he knows the common seal of
said Illinois Central Railroad Company and is acquainted with
Stuyvesant Fish, who is the president of said corporation, and
that he, said Alexander G. Hackstaff, is the Secretary of said
porporation and saw said President sign the foregoing instru¬
ment, mortgage or deed of trust, and that he, said Alexander G.
Hackstaff, ii^cretary as aforesaid, affixed said common seal of
said corporation to said instrument, mortgage or deed of trust,
and that he, said Alexander G. Hackstaff, signed his name in
attestation of the execution of said instrument, mortgage or
deed of trust, in the presence of said President of said cor¬
poration; and, at the same time personally appeared before
me said Chas. H. Wenman, who being duly sworn, made
oath that he saw the corporate seal of said Illinois Central
Railroad Company affixed to the within instrument, mortgage
or deed of trust by Alexander G. Hackstaff, Secretary, and that
he also saw Stuyvesant Fish, President, and Alexander G.
Hackstaff, Secretary of said Illinois Central Railroad Company,
sign, attest and deliver the same as the act and deed of said
Illinois Central Railroad Company, and that deponent, with
Robt. P. Barry, Jr., witnessed the execution and delivery
thereof.
Sworn to and subscribed before me, given under my hand
and official seal, and in witness whereof I have hereunto set
my hand and affixed my official seal, this 20th day of July, 1904.
Thos. B. Clifford,
[seal] _ Notary Public.
City and County of New York, State of New York.
My commission expires March 30, 1905.
54
State of New York,
\ ss
City and County of New York, J
I, John F. Forrester, a Notary Public in and for the City
and County of New York, in the State aforesaid, duly commis¬
sioned and sworn, and a resident in the said State, City and
County of New York, do hereby certify that on this 21st day of
July, 1904, personally came and appeared before me James S.
Clark, Second Vice-President of the United States Trust Com¬
pany of New York, and Louis G. Hampton, Assistant Secretary
of said United States Trust Company of New York, to me well
known to be the persons whose names are signed to the above
written instrument, mortgage or deed of trust, bearing date the
30th day of June, 1904, and who, in their several ofhcial capaci¬
ties, as above set forth, executed the foregoing instrument, mort¬
gage or deed of trust, and both acknowledged the same before
me in my County and State aforesaid, and severally acknowl¬
edged the execution thereof to be the free act and deed of said
United States Trust Company of New York, for the uses and
purposes therein mentioned, and that the same was signed,
sealed and delivered as therein set forth in the presence of
Carlile Boyd and H. Hall Fiedler, who then and there re¬
spectively subscribed the same as attesting witnesses; and said
James S. Clark, as Second Vice-President, and Louis G. Hamp¬
ton, as Assistant Secretary of said United States Trust Com¬
pany of New York, who are known to me and known to me to
be the Second Vice-President and Assistant Secretary of said
United States Trust Company of New York, acknowledged
before me on this day, that being informed of the contents of
the said instrument, mortgage or deed of trust, they executed
the same voluntarily as the act and deed of said United States
55
Trust Company of New York, on the 21st day of July, 1904,
and said Louis G. Hampton being by me duly sworn, says that
he knows the common seal of said United States Trust Com¬
pany of New York and is acquainted with James S. Clark, who
is the Second Vice-President of said corporation, and that he,
said Louis G. Hampton, is the Assistant Secretary of said cor¬
poration, and saw said Second Vice-President sign the forego¬
ing instrument, mortgage or deed of trust, and that he, said
Louis G. Hampton, Assistant Secretary as aforesaid, affixed
said common seal of said corporation to said instrument, and
that he, said Louis G. Hampton, signed his name in attestation
of the execution of said instrument, mortgage or deed of trust,
in the presence of said Second Vice-President of said corpora¬
tion; and at the said time personally appeared before me said
Carlile Boyd, who, being duly sworn, made oath that he saw
the corporate seal of said United States Trust Company of New ■
York affixed to the within instrument, mortgage or deed of trust
by Louis G. Hampton, Assistant Secretary, and that he also
saw James S. Clark, Second Vice-President, and Louis G. Hamp¬
ton, Assistant Secretary of said United States Trust Company
of New York, sign, attest and deliver the same as the act and
deed of said United States Trust Company of New York, and
that deponent, with H. Hall Fiedler, witnessed the execution
and delivery thereof.
Sworn to and subscribed before me, given under my hand
and official seal, and in witness whereof I have hereunto set
56
my hand and afRxed my official seal, this twenty-first day of
Jidy, 1904.
John F. Forrester,
[seal] Notary Public,
City and County of New York, State of New York.
My commission expires March 30, 1905.
St.vte of Illinois,
County of Cook. /
I, Andrew P. Humburg, a Notary Public in and for the
County of Cook, in the State aforesaid, duly commissioned and
sworn, and a resident of said State and County, do hereby cer¬
tify that on this 18th day of July, 1904, personall}^ came and
appeared before me, Joel E. Williamson, to me well known to be
the person whose name is signed to the above written instru¬
ment, mortgage or deed of trust, bearing date the 30th. day of
June, 1904, and who executed the foregoing instrument, mort¬
gage or deed of trust, and acknowledged the same before me
in my County and State aforesaid, to be his free act and deed
for the uses and purposes therein mentioned, and that the same
was signed, sealed and delivered as therein set forth in the
presence of Frank L. DeLay and James K. Lauder, who then
and there respectively subscribed the same as attesting
witnesses; and at the same time personally appeared before
me said Frank L. DeLay, who being duly sworn made oath
that he saw the said Joel E. Williamson sign, seal and deliver
the same as his act and deed, and that deponent, with James
K. Lauder, witnessed the execution and delivery thereof.
Sworn to and subscribed before me, given under my hand
and official seal, and in witness whereof I have hereunto set my
hand and affixed my official seal, this 18th day of Jul
1904.
Andrew P. Humburg,
[seal] Notary Public,
County of Cook, State of Illinois.
My commission expires February 11, 1905.