.©f Ill. Lib: (gt'JLP '°f 11 - % M »vj 'M » * ’&’?'■ fhi* *♦>“' Oak Street UNCLASSIFIED TO WBf vii/i-H ’K /•'I’d - >• */ - . :,VI*■ **, ,y ' ,vjP • .#’•■'• ^v ’- ‘ ••■' V^v^. ^Sy^rX; •' jpnH W.. 4 . V k .\v^ V -‘ TRUSTEE. ,v.y^ CONSOLIDATED MORTGAGE. »;■•*" ..a M. i ■ Dated November 1st, 1880 — — i '., V: j J CWAS. A. SCARING, STATIONER, 30 & AO EXCHANGE PLACE- NEW YORK. I LI AS TRUS TEE. CONSOLIDATED MORTGAGE. Dated November 1st, 1889. New York : Chas. A. Searing, Stationer, 38 and 40 Exchange Place. 4889. The Oregon Improvement Company TO The Farmers’ Loan and Trust Company. CONSOLIDATED MORTGAGE. ©his fndmtuw, made the first day of November, in the year of our Lord one thousand eight hundred and eighty-nine, between The Oregon Improvement Com¬ pany, a body corporate created, organized, and existing under and by virtue of the laws of the State of Oregon, party of the first part, and The Farmers’ Loan and Trust Company, a body corporate, created, organized, and existing under and by virtue of laws of the State of New York, party of the second part. Whereas, the objects and business of the said party of the first part, by virtue of its original and amended Articles of Incorporation, and by virtue of the laws of said State of Oregon, are as follows : QJ First. —To contract for the construction and equip¬ ment, and to construct and equip, railroads and telegraph r lines, military roads, canals, docks, locks, bridges, and other public works ; to receive payment therefor in cash or in stocks, shares, bonds, or other securities ; and to yn maintain and operate such railroads and other works during construction and until completion and transfer 2 thereof to the contracting company, carry freight and passengers, and receive tolls for same. Second. —To lease and operate and maintain, on sncli terms as may be agreed upon, any railroad or railroads, with its or their rolling stock, equipments, or appurte¬ nances, or any military road, steamship or steamboat line, canal, dock, locks, bridge, or other public work. Third.—T o promote or facilitate and assist the con¬ struction, building, extension, equipment, or operation of any railroad line, steamship line or steamboat line, and the formation of any companies for such purposes, or for mining or working coal or iron, or for the im¬ provement of real estate, and for such purpose to sub¬ scribe for or purchase the stocks or bonds of any such company, or to guarantee or otherwise secure the pay¬ ment of any such bonds, or the interest thereon, or the payment of dividends on any such stocks by pledge or mortgage of the property of this corporation, or any part thereof, or otherwise. Fourth. —To build, purchase, and own and run steamships between the ports of Portland, Astoria, Seattle, Victoria, Sitka, San Francisco, or any other ports of the North Pacific Ocean, and steamboats on the Columbia, Willamette, and Snake Rivers, and on Puget Sound, and also to build, purchase, and own docks, piers, warehouses, locks, ferryboats, stages, and other means of transportation. Fifth. —To buy and sell stocks, bonds and shares, lend money on any real or personal security, negotiate loans, and transact any other business usually trans¬ acted by a credit or finance company. Sixth. —To buy and sell iron, ties, locomotives, cars and any and all other railroad supplies and materials. # 3 Seventh. —To purchase, acquire, rent, hold, drain, improve, cultivate, lease, mortgage, sell, convey and dispose of inqoroved and unimproved lands, and town and city lots and property. Eighth.— To erect, construct and maintain buildings upon its own property or leased property, for stores, offices, dwelling-houses, warehouses, shops, factories, mills and every other lawful purpose. Ninth.— To purchase, acquire, hold, open, develop, work, lease, mortgage, sell, convey and dispose of gold, silver, iron, coal, copper and other mines. Tenth. —To build, construct and maintain in repair streets and roads, railroads and street railroads, ad¬ jacent to or leading to and from its property. Eleventh.— To borrow money on bonds, notes, de¬ bentures or otherwise, and to mortgage all or any of its property, real or personal, to secure payment of the same. Twelfth. —To loan money upon personal or real estate security and to take mortgages upon real or per¬ sonal property to secure loans made by it. Thirteenth.— To obtain the necessary charters or other authorization to enable the company to carry on business in any part of the United States and in the Dominion of Canada. Fourteenth. —To construct and equip a railroad and telegraph line from some point upon the Columbia RiVer at or near the town of Umatilla, in Umatilla County, in the State of Oregon, by the most practicable route over the Blue Mountains to Baker City, in Baker County, Oregon, and to maintain and operate such rail- 4 road and telegraph line, transmit messages over its telegraph line and receive compensation therefor, and carry freight and passengers over its railroad and re¬ ceive tolls therefor. Fifteenth. —To purchase, acquire, hold, maintain, and operate, on such terms as may be agreed upon, the railroad, rolling stock, equipment, and appurtenances of any railroad or railroads, telegraph line or telegraph lines, now constructed, or which may hereafter be constructed, in the State of Oregon or Washington Territory. And, lastly, generally to do and perform every¬ thing necessary, proper or convenient to carry into effect the objects aforesaid. And Whereas, the party of the first part, on or about the ffrst day of December, a. d. 1880, duly made, executed and delivered its certain First Mortgage, bear¬ ing date on said last mentioned date, to the Farmers’ Loan and Trust Company (of New York), as Trustee, to secure the payment of the principal and interest and the sinking fund payments of its certain First Mortgage Bonds, five thousand in number, for one thousand dol¬ lars each, amounting in the aggregate to five million dollars, as provided for and required by the terms and provisions of said First Mortgage, of which said five thousand bonds, four hundred and eighty-six, amount¬ ing to four hundred and eight-six thousand dollars, have been redeemed and cancelled by operation of the sinking fund provisions of said First Mortgage and the remainder of said bonds, four thousand five hundred and fourteen in number, and four million five hundred and fourteen thousand dollars in amount, are now out¬ standing and are held for value by sundry persons, firms and corporations ; And Whereas, all said four thousand five hundred 4 5 and fourteen First Mortgage Bonds are subject to pay¬ ment and redemption by the party of the first part, at not exceeding one thousand and sixty dollars per bond, pursuant to the terms and provisions of said First Mortgage ; And whereas, since the making, issuing and deliv¬ ery of the First Mortgage and the said bonds secured thereby, the party of the first part has purchased and acquired, and now owns and is possessed of real and per¬ sonal property of great value, which, with the real and personal property owned and possessed by the party of the first part at the time of the making, issuing and de¬ livery of said First Mortgage and the said bonds secured thereby, is more particularly designated, referred to and described in the schedule hereto annexed and hereby in¬ corporated into and made a part hereof ; And whereas, the party of the first part, subse¬ quently and on or about March 1st, 1888, duly author¬ ized and created an issue of its Preferred Stock to the nmount of twenty thousand shares of the par value of one hundred dollars per share, which said shares of Pre¬ ferred Stock are entitled to all the privileges and rights of its Common Stock, and in addition thereto is entitled to such dividends as the net earnings of the Company each fiscal year shall suffice to pay, not exceeding seven per cent, per annum, before any dividend is paid to the Common Stock, of which said issue of Preferred Stock, twenty thousand shares, of the par value of two million dollars have been issued by the Company and are now outstanding ; And whereas, the party of the first part is indebted to sundry persons, firms and corporations for unpaid balances of the purchase price of some of the property designated and described in said schedule, or for mon¬ eys borrowed for the purpose of paying said purchase 6 price, and lias contracted for the purchase or acquisition of other property necessary and proper for the general purposes of the Company and for the further prosecu* tion of its objects and business ; A nd whereas, the party of the first part deems it desirable and expedient to provide for the conversion,, consolidation and funding of all its said indebtedness and the said outstanding shares of its Preferred Stock into an issue of Consolidated Mortgage Bonds, and has resolved so to do, and has also resolved to provide means for the general purposes of the Company and for the further prosecution of its objects and business ; A xd whereas, the Board of Directors of The Ore¬ gon Improvement Company, party of the first part, at a meeting thereof, duly and legally called and held at the office of the Company at Portland, Oregon, on the 4th day of November, a. d. 1889, did resolve, for the afore said purposes, in substance and legal effect that it, the party of the first part, make, issue and deliver its certain bonds for fifteen million dollars, bearing date the first day of October, 1889, payable to The Farmers’ Loan and Trust Company, or bearer, in New York, in gold coin of the United States of the present standard of weight and fineness, on the first day of October 1939, with interest from and after said first day of October, 1889, at the rate of five per cent, per annum, payable in like gold coin, semi-annually, on the first days of April and Octo¬ ber, in each year, until the payment of the principal of said bonds, respectively ; And whereas, said Board of Directors, did at said meeting resolve further, in substance and legal effect,, that said The Oregon Improvement Company make, execute and deliver to The Farmers’ Loan and Trust % Company, party of the second part, a mortgage or deed of trust, under the corporate seal of said party of the 7 first part, granting, conveying, transferring and assign¬ ing to the party of the second part, as Trustee, and to its successor or successors, in trust , all its corporate prop¬ erty, real and personal, of every nature and description, by it now owned or acquired, or which shall be hereafter owned or acquired, together w T ith its franchises, as secur¬ ity for the payment of the principal and interest of each and every of said bonds, subject and subordinate only to the said First Mortgage to The Farmers’ Loan and Trust Company, and to the lien thereof ; and that said Mortgage or Deed of Trust should bear date the first day of November, 1889 ; And whereas, said fifteen million dollars of bonds, together with the interest warrants or coupons in repre¬ sentation of the semi-annual interest to grow due thereon, have been duly authorized by The Oregon Improve¬ ment Company to be made, executed and delivered to The Farmers’ Loan and Trust Company, as Trustee, and to be by it certified, issued, delivered or negotiated, as provided in the Fourth Article hereof, and not other¬ wise ; the said bonds, the certification thereof, and the interest warrants or coupons thereof to be in the follow¬ ing form, viz. : Consolidated Mortgage Bond of THE Oregon Improvement Company. No. * $1,000. Entire Issue limited to $15,000,000. The Oregon Improvement Company, a body cor¬ porate, created, organized and existing under and pur¬ suant to the laws of the State of Oregon, promises to pay to The Farmers’ Loan and Trust Company (of 8 New York), or bearer, at its agency in New York, the sum of one thousand dollars in gold coin of the United States of the present standard of weight and fineness, on the first day of October, a. d. 1939, and interest thereon in the meantime and until the payment of this bond at the rate of five per cent, per annum, payable at the office of the Company in New York, in like gold coin, semi-annually, namely, on the first days of April and October, in each year, upon pres¬ entation and surrender of the annexed coupons therefor as they severally mature. Payment of the principal and interest of this bond, and of the other bonds of the same series, not exceeding the aggregate par value of $15,000,000, is secured by a Mortgage or Deed of Trust, dated November 1, 1889, to The Farmers 7 Loan and Trust Company, as Trustee, for the equal benefit and security of each and every holder of said bonds, granting, conveying, transferring and assigning to said Trust Company and its successoi s in said trust, all the corporate property real and per¬ sonal, and of every nature and description, of the obligor, now owned or acquired, or hereafter owned or acquired by it, together with its franchises, upon the terms and conditions therein recited, but subject and sub¬ ordinate to a certain prior mortgage, dated December 1st, 1880, to The Farmers’ Loan and Trust Company, and to the lien thereof. This bond is not valid or obligatory for any purpose unless duly authenticated by the execution of the certi¬ ficate of said Trust Company endorsed hereon. In witness whereof, The Oregon Improvement Com- pany has hereunto affixed its corporate seal and caused 9 this bond to be signed by its President and Assistant Secretary this first day of October, 1889. President, Assistant Secretary. 4 / Form of Coupon. $25. No. The Oregon Improvement Company promises to pay the bearer on first at its office in New York, twenty-five dollars interest due that day on its consolidated mortgage bond No. Treasurer. Certificate of Trustee. The Farmers’ Loan and Trust Company hereby certi¬ fies that this bond is one of the bonds mentioned in the within described mortgage. The Farmers’ Loan and Trust Company, Trustee. By Vice-President. This bond may be registered in the holders’ name on the books of the Oregon Improvement Company, and such registry shall be noted on the bond, after which no transfer shall be effectual unless it shall be made on the Company’s books and noted on the bond, but the same may be discharged from registry by being so transferred to bearer, after which it shall be transferable by deliv¬ ery, but may be again and from time to time registered as before. The transfer of the coupons by delivery shall not be affected by the registry of the bond. NOW THEREFORE THIS INDENTURE WITNESSETH: That said party of the first part, in consideration of the jjremises, and in order to secure the due and punc¬ tual payment of the principal and interest of said con¬ solidated mortgage bonds issued and to be issued, doth by these presents grant, bargain, sell, convey, transfer and assign, and by these presents has granted, bargained, sold, conveyed, transferred and assigned, unto the said The Farmers’ Loan and Trust Company, and its successor or successors and assigns, as Trustee, all and singular the property, real, personal and mixed, of the said party of the first part, heretofore acquired and now owned by it, and more particularly designated, referred to and described in the schedule hereto annexed, and here¬ by incorporated into and made a part hereof ; and also all and singular the property, real, personal and mixed, which shall be hereafter acquired and owned by it, and wheresoever situated ; together with its lands, tenements and hereditaments, land contracts, coal mines, coal lands and dock property ; and also all and singular the railroads and telegraph line or lines of the party of the first part, constructed or to be constructed upon or over the lines or routes in its articles of incorporation men¬ tioned and described ; and also all the lands, tenements and hereditaments, acquired or appropriated, and which 11 may hereafter be acquired or appropriated, for the purpose of a right of way for said railways ; and all the easements and appurtenances thereunto belonging, or in any wise appertaining ; and all railways, ways, and rights of way, depot grounds, tracks, bridges, viaducts,, culverts, fences and other structures, depots, station- houses, engine-houses, car-houses, freight-houses, wood- houses, warehouses, machine-shops, work-shops, super¬ structures, erections and fixtures, whether now held or hereafter at any time acquired, for the use of said rail¬ ways or in connection therewith or the business thereof *, also all locomotives, tenders, cars and other rolling stock or equipment, and all rails, ties, chairs and machinery, tools, implements, fuel and materials whatsoever, for or in respect of the constructing, operating, repairing or replacing said railways, or any part thereof, or convenient or necessary for use for the purposes thereof, whether held and owned at the time of the making of this mortgage or hereafter acquired by said party of the first part, together with all the equipments or appurtenances what¬ soever thereunto belonging, whether now held or here¬ after acquired ; and all franchises connected with or re¬ lating to said railways and said line or lines of telegraph, or the construction, maintenance or use thereof, now held or hereafter acquired by said party of the first part; and all corporate franchises of any nature relating thereto, including the franchise to be a corporation and operate said railways, together with all and singular the endowments, income and advantages, tenements, hereditaments and appurtenances to the above-mentioned lands, railroad premises, or property belonging or in any wise appertaining, and the reversion and reversions, re¬ mainder and remainders, tolls, incomes, rents, issues and profits thereof ; and also the estate, right, title, interest, property, possession, claim and demand whatsoever, as well in law as in equity, present or prospective, r of the said 12 party of tlie first part, of, in and to the same, and every part and parcel thereof, with the appurtenances thereunto belonging; and also all its steamships, steamboats, ves¬ sels and barges, together with their tackle, apparel and furniture, boats, anchors, cables, stores, and all other necessaries thereunto pertaining and belonging, now owned, possessed, or acquired, or which shall hereafter be owned, possessed, or acquired by said party of the first part; and also all the freights, rents, tolls and income thereof; and also all the stock of all other the corporations mentioned or referred to in said Schedule, and now owned and possessed, or which shall hereafter be owned or acquired, by said party of the first part, together with all the incomes, dividends,rights, and interests thereunto belonging ; and also all locks, basins, docks, wharves, slips, superstructures, erections, and fixtures ; and all and singular the franchises, rights and privileges now owned, possessed, or acquired, or which shall hereafter be owned, possessed, or acquired by said party of the first part ; and also all goods and chattels now owned or which shall hereafter be owned by said party of the first part, and in any way relating or pertaining or belonging or connected with its business, or used for operating the same, together with all rents, issues, incomes, profits, moneys, rights, benefits and ad¬ vantages derived, or to be derived, had or received there¬ from by said party of the first part, in any way what¬ ever ; to have and to holh all and singular the prem¬ ises, rights, franchises, property, real and personal, herein and hereby assigned, mortgaged, pledged and conveyed, or intended so to be, and every part and par¬ cel thereof, with all the appurtenances to the same be¬ longing or in any wise appertaining unto it, the said party of the second part hereto, and to its successor or successors, and to its assigns, in trust for the person or persons, firm or firms, bodies politic or corporate, who 13 have heretofore or shall hereafter at any time become the purchasers or holders or owners of any or either of said bonds, amounting in the aggregate to fifteen million dollars, and no more, subject to the terms, provisos, and stipulations in said bonds contained ; and subject also to the possession, management, control and disposition of all the said property by the said party of the first part, and its successors or assigns, except as it is specifically provided otherwise herein, so long as no default shall be made in the payment of either interest or principal of said bonds, or upon either of them, and so long as the party of the first part shall well and truly observe, keep and perform all and singular the covenants, agreements, conditions, and stipulations in the said bonds, and in this indenture contained and set forth, and which are to be observed and kept and performed by and on the part of the said party of the first part; and subject also to the covenants, agreements, conditions, and stipulations in this indenture contained and set forth. And the said party of the first part hath covenanted and agreed, and by these presents doth for itself, its successors and assigns, covenant and agree with the party of the second part hereto, and its successor or suc¬ cessors, in the manner and form following, that is to say First.— That the said party of the first part, and its successors, shall and will pay or cause to be paid, all taxes, charges, rates, levies and assessments, imposed, assessed or levied, or which hereafter may be imposed, assessed or levied upon the premises, franchises and property hereby mortgaged, conveyed and assigned, or intended so to be, and shall and will, at its own proper cost, expense and charge, do, or cause to be done, all acts and things necessary and proper to be done or per¬ formed in order to preserve and keep valid and intact 14 this lien or incumbrance, upon all and singular the aforesaid premises, property and franchises hereby cre¬ ated or intended so to be, subject however, to the terms and conditions hereof ; and further, that the lien or in¬ cumbrance created by the execution and delivery of this indenture constitutes and is in fact a valid lien and incumbrance upon the premises, property and franchises herein described, subject only to the lien of said First Mortgage to The Farmers’ Loan and Trust Com¬ pany. Second. —That said party of the first part, and its successors, shall and will at any time or times hereafter, and from time to time, execute, acknowledge and de¬ liver under its corporate seal, to the said party of the second part, and its successor or successors, such other and further assurances, deeds, mortgages, obligations, transfers, assignments, bills of sale, indentures and in¬ struments in writing, and shall and will do and perform all such further and other acts or things, as shall or may be proper or necessary, or as its counsel learned in the law shall deem necessary, proper, or expedient, for the better and more effectively securing the payment of said bonds, and the interest due or to grow due thereon, or for the carrying into effect the true intent, design, ob¬ jects and purposes of these presents, or making, preserv¬ ing, continuing and keeping valid and effectual the lien and incumbrance created or intended to be created by the execution, delivery and recording of this indenture upon all the property, real and personal, railways, steam¬ ships, vessels, equipments, tackle, apparel and furniture thereof, franchises and effects now owned, possessed, or acquired, or which shall hereafter be owned, possessed, or acquired by said party of the first part. Third. —That the said party of the first part shall and will well and truly pay said sums of money in the said 15 bonds mentioned, together with the semi-annual interest due or to become due thereon, at the rate of five per •cent per annum, at the times and in the manner, and at the place specified therein. Fourth.— That all the bonds hereby secured, or in¬ tended so to be, after having been from time to time first duly made and executed by the party of the first part, shall be delivered to the party of the second part, as Trustee, and after having been duly authenticated by the execution of the certificate of said Trust Company endorsed thereon, shall be by it issued and delivered or disposed of from time to time as hereinafter in this the Fourth Article provided, and not otherwise, that is to say : Subdivision 1. The said bonds to the amount of four million five hundred and fourteen thousand dollars ($4,514,000) of principal, being equal in amount to the entire amount now outstanding of the said First Mortgage Bonds issued under and secured by the hereinbefore de¬ scribed First Mortgage of the party of the first part, all of which are subject to payment and redemption as here¬ inbefore recited, shall be held and retained by said Trustee for issue and delivery, from time to time, to the party of the first part, on its demand, as follows : For each and every of said First Mortgage Bonds paid, cancelled and surrendered by the party of the first part in excess of the requirements of the Sinking Fund provis¬ ions of said First Mortgage, one of said Consolidated Mortgage Bonds, with all its then unmatured coupons annexed, shall be delivered to the party of the first part ; For each and every of said First Mortgage Bonds for the payment, cancellation and redemption of which the party of the first part shall deposit moneys with the Trustee of said First Mortgage, sufficient to pay, cancel and redeem First Mortgage Bonds in excess of the re- 16 quirements of the Sinking Fund provisions of said First Mortgage one of said Consolidated Mortgage Bonds, with all its then miniatured coupons annexed, shall be delivered to the party of the first part; Whenever all the said First Mortgage Bonds have been fully paid, cancelled or redeemed, or whenever the party of the first part shall have deposited moneys with the Trustee of the said First Mortgage sufficient to pay, cancel and redeem all and every of said First Mortgage Bonds then outstanding and unpaid, all of the remain¬ der of said four million five hundred and fourteen thousand dollars of principal of Consolidated Mortgage Bonds, with the then unmatured coupons annexed, shall be delivered to the party of the first part. Subdivision The said bonds to the amount of two million dollars ($2,000,000) of principal shall be held and retained by said Trustee for issue and delivery, from time to time, to the party of the first part, on its demand, for conversion or substitution at par for its shares of Preferred Stock, as follows : For each and every ten shares of the Preferred Stock of the party of the first part which it shall from time to time acquire, withdraw and cancel, delivering the can¬ celled certificate to the Trustee, one of said Consoli¬ dated Mortgage Bonds, with all its then unmatured coupons annexed, shall be delivered to the party of the first part. Subdivision 3. The said bonds to the amount of two million dollars ($2,000,000) of principal shall be forth¬ with issued and delivered to the party of the first part, or to its order, on its demand. Subdivision The remainder of said bonds, namely, 17 bonds to the amount of six million four hundred and eighty-six thousand dollars ($6,486,000) of principal shall be issued and delivered to the party of the first part from time to time on its demand, but only when its demand shall be accompanied by a certified copy of a vote or resolution of the Board of Directors of the party of the first part, adopted at a regular meeting thereof, by the affirmative vote of not less than two-thirds of all the members of the Board of Directors ; such vote or resolution shall recite that the bonds so demanded are required for the acquisition of new property for the gen¬ eral purposes of the company, and shall state the descrip¬ tion and cost of such new property, and bonds to an amount equal at par to the cost of such new property shall be delivered to the party of the first part. In making the deliveries of bonds contemplated in this Fourth Article the Trustee shall, in each and every case, effectually cancel all coupons of said Consolidated Mortgage Bonds which shall have matured prior to the date of such deliveries, respectively. Fifth.— The shares of the capital stock of the com¬ panies or corporations referred to and described in the aforesaid Schedule, hereto annexed, and now owned and possessed, or which shall hereafter be owned or acquired by the party of the first part, and the shares of the capital stock of all other companies or corpora¬ tions now owned and possessed, or which shall hereafter be owned or acquired by the party of the first part, and the certificates for all such shares of capital stock, with the exception of certificates for so many shares of each of said several kinds of stock, in each and every of said companies or corporations, as may be necessary to keep up the organization of each company, shall be forth¬ with assigned and delivered to The Farmers’ Loan and Trust Company, as Trustee, to be held as security, first , for the payment of the obligations of the 18 party of the first part, as set forth and described in said First Mortgage to it, and second , for the payment of the obligations of the party of the first part, asset forth and described in this Mortgage. But it is expressly cove¬ nanted and agreed that of the shares of the capital stock of the companies hereinbefore referred to, and of all other the stock in any corporation whatsoever, now owned and acquired or hereafter owned and acquired by the party of the first part, herein assigned, trans¬ ferred or conveyed to the party of the second part, there shall, at all times, stand in the names of the nom¬ inees of the party of the first part not less than twenty of said shares of stock in each and every of said com¬ panies, the said nominees to be appointed by the resolution of the Board of Directors of the party of the first part, at any regular meeting thereof, and that the party of the second part will and shall, upon the request of the party of the first part, such request to be evi¬ denced by a resolution of the Board of Directors of the party of the first part, make, constitute and appoint the nominee or nominees of the party of the first part, its proxy, agent and attorney, in its name, place, and stead, to vote upon all and every the shares of stock herein referred to or described, or intended so to be, at all and every the meetings of the stockholders of said companies respectively, or any of them, for all and every purpose whatsoever, except for the creation of loans, mortgages or obligations of said companies, or either of them, upon any of the property covered, or intended to be covered by this indenture, unless the same shall expressly recognize the priority of the lien created i by this indenture. Sixth.— The bonds referred to and described in said Schedule, hereto annexed, and the evidence of owner¬ ship and muniments of title of all the property herein and hereby conveyed or intended to be conveyed, shall, 19 on demand, be delivered to and lodged with The Farmers’ Loan and Trust Company, as Trustee, to be held as security, first , for the payment of the obliga¬ tions of the party of the first part, as set forth and de¬ scribed in said First Mortgage to it, and, second , for the payment of the obligations set forth and described in this Mortgage. Seventh. —In case the party of the first part shall, at any time, make default in the payment of the semi-an¬ nual interest due, or to become due, on either or any of said bonds issued pursuant to the terms of this Mort¬ gage, and such default shall continue for the period of ninety days, then, after the lapse of said ninety days, the whole principal sum mentioned in each and all of said bonds then outstanding, shall, at the option of the holders of one-half of the then outstanding bonds, se¬ cured hereby, forthwith be and become due and payable, and the lien or incumbrance hereby created for the se¬ curity and payment thereof may be at once enforced, anything in said bonds or this indenture to the contrary notwithstanding ; and it shall be lawful and the said party of the second part, and its successor or successors, is hereby expressly authorized and empow¬ ered, upon the request, in writing, of the holders of one- half of the then outstanding bonds secured hereby, to enter into and upon, and to take actual possession of, all and singular the premises, franchises, rights, prop¬ erty, real and personal, and effects hereby granted, con¬ veyed, assigned, mortgaged, pledged, transferred and set over, or intended so to be, as a security for the payment of said bonds, and by its agents to take, collect and receive the tolls, earnings, income and profits thereof, and of every part thereof, or to be derived therefrom ; and said party of the second part, its successors or successor, may thereafter proceed, and are hereby expressly authorized and empowered thereupon, but 20 within such reasonable time as it may deem proper,— not less than sixty days,—and upon and after public notice by advertising for at least once a week, four weeks, in one or more newspapers published in the cities of San Francisco, Cal., Portland, Oregon, and New York, to pro¬ ceed to sell at public auction in the city of Portland, Oregon, to the highest bidder, any part of or all and singular the property, real and personal, and premises hereby granted, conveyed, assigned, mortgaged, pledged, transferred and set over, or intended so to be, and all benefit and equity of redemption whatsoever of said party of the first part hereto, of, in and to the same, and every part and parcel thereof, together with the benefit of the franchises belonging thereto or connected therewith ; and as the attorney or attorneys of said party of the first part hereto, for that purpose by these presents duly appointed and constituted, the said party of the second part and its successors or successor shall have full power and authority to make, execute, and deliver to the purchaser or purchasers thereof a good valid and sufficient deed of conveyance or conveyances, bill of sale or bills of sale, assignment or transfer of all and singular the said property, real and personal, rights and premises, hereby granted, assigned, transferred or conveyed as aforesaid ; which sale so to be made as afore¬ said and which deeds, conveyances, assignments, bills of sale and transfer, so to be made and delivered as aforesaid, shall operate to convey, assign, transfer and vest in said purchaser or purchasers all the right, title, interest and estate whatsoever, reversionary or otherwise, of the party of the first part, of, in and to the premises so sold, conveyed, assigned or transferred ; and said sale so to be made shall be a complete and perpetual bar, both at law and in equity, against the party of the first part, its successors, assigns, and all persons or par¬ ties claiming by, from or under it or them, in any wise 21 or manner whatsoever ; and out of the moneys or pro¬ ceeds arising from the said tolls, earnings or receipts of said company or the premises, or at or from said sale so to be made as aforesaid, after first deducting the ex¬ penses, disbursements, costs, charges and counsel fees incurred in-and about the conducting of said sale, or running or operating said company’s property, the said party of the second part, and its successors and suc¬ cessor, shall pay the said bonds, or so many thereof as shall be then outstanding and unpaid, together with all the arrears of interest then due or owing upon the same, rendering or paying over the surplus of all such moneys, if any there shall be, to the said party of the first part hereto, its successors or assigns ; but these provisions are expressly declared to be cumulative and in addition to the right of the trustee to foreclose this mortgage by bill in equity in case such default shall be made and continue for the ninety days as aforesaid. Eighth.— It is expressly covenanted and agreed, and it is an express condition of this instrument, that upon the payment or redemption of all the bonds secured hereby, together with the interest that shall become due thereon, the interest and estate hereby granted or con¬ veyed shall cease and determine, and the party of the first part shall be thereupon reinvested and possessed of the property, estate and interest hereby granted or con¬ veyed, or intended to be conveyed, and this instrument shall then be null and void. Ninth.— It is also exjiressly covenanted and agreed, and it is an express condition of this instrument, that until the party of the first |iart shall have made some default in the payment of the principal or the interest secured hereby, or payable upon the said bonds or upon any of them, or in the performance of some other of the 22 covenants, stipulations or provisions on the part of the party of the first part to be performed, the said party of the first part shall be entitled to remain and continue in the possession, use and enjoyment of all the said mort¬ gaged premises (saving and excepting the possession of the certificates for said shares of stock and the said bonds or negotiable securities hereinbefore referred to, and as to which it is provided that they shall be lodged with and re¬ tained by The Farmers’ Loan and Trust Company),. lands, properties, rights and franchises, and shall be en¬ titled to receive, collect, disburse and dispose of all the income, rents and profits of all said mortgaged premises and properties, including all moneys due from under¬ writers or insurance companies, the dividends upon said shares of stock and the interest to grow due upon any of said bonds or securities. Tenth.—I t is also expressly covenanted and agreed that from time to time, the party of the first part may sell, lease or otherwise dispose of such, or so much of the property herein and hereby assigned, mortgaged, pledged and conveyed, or intended so to be, as shall be no longer requisite and necessary for its business, pro¬ vided always that such terms and conditions upon all and every such sales, leases or other disposition of such prop¬ erty shall provide for the payment or application of the moneys arising thereon, either to the purchase of property necessary or proper for the business of the party of the first part, the property so purchased to be subject to all and every the terms, provis¬ ions and conditions of this indenture and the lien there¬ of, or to the redemption and cancellation of the bonds secured thereby; and it is further covenanted and agreed by and between the parties hereto, that any of 23 the property of the said party of the first part affected by this mortgage, not required for its use in connection with the operation of its railroad, steamship or steam¬ boat lines may be sold at the discretion of said party of the first part, and that said party of the second part shall release such property from the lien of this mort¬ gage upon presentation of the certificate of the Gen¬ eral Manager of said party of the first part to the effect that a sum equal in amount to the proceeds of such property so sold has been used in the purchase of other property, which certificate shall be conclusive evidence thereof to the Trustee. Eleventh.— It is understood and hereby mutually covenanted and agreed by and between the parties hereto that the word “ trustee,” or the words “party of the second part,” when and as used in these presents, shall, for all purposes, be taken, held and construed to mean, include and describe the person or persons, or the cor¬ poration or corporations, who or which shall, for the time being, and from time to time, be charged with the trusts hereby and herein created and expressed, whether the same be the said party of the second part, or any successors or successor in said trust. And that the trustee shall not in any manner be answerable for any act, default, neglect, or misconduct of any of its agents or employees by it appointed or employed in the execu¬ tion of any of the said trusts, provided such agent or employee shall have been selected with reasonable dis¬ cretion ; nor shall it be answerable in any other case, except for its own wilful default or misconduct. It shall be no part of the Trustee’s duty to record this mortgage or to file the same as a chattel mortgage, or do anything to render or give notice of the lien of this mort¬ gage ; nor shall it be any part of its duty to effect insur¬ ance against fire or marine or other damage ; nor shall it 24 be incumbent upon the Trustee to do anything as Trustee unless requested in writing by bondholders so to do and indemnified to its satisfaction against all expense in so doing and all possible claims for damages. That the trustee shall be entitled to just compensation for all services it may render, and to be reimbursed for all reasonable expenses and liabilities by it paid or incurred in the execution of said trusts ; and that, before com¬ plying with any of the requests or demands of bond¬ holders herein contemplated, the trustee may require sufficient indemnity to reimburse it for all reasonable expenses, charges or liabilities which may be incurred by it in so doing. And that the trustee may resign and be discharged of the said trusts by giving notice in writing to the said party of the first part at least ninety days before such resignation shall take effect, or such shorter period as the said party of the first part shall accept as sufficient notice. It is further agreed, that the trustee may, at any time, lie removed by a declaration in writing, signed by a majority in interest of the holders of all the bonds hereby secured, at the time outstanding and unpaid ; and that in case of the resignation, incapacity or re¬ moval of the trustee, a successor or successors may be #/ appointed by a majority in interest of the holders of said bonds then outstanding and unpaid, by an instru¬ ment in writing signed by them ; and in case such majority do not agree upon the appointment of a new trustee or new trustees within thirty days after a vacancy shall occur, then the said party of the first part, or the holder or holders of any of said bonds to the amount of one hundred thousand dollars, may apply to any court of competent jurisdiction for the appointment of a new trustee or new trustees, upon such notice as such court shall prescribe, to be served or given in such manner, and upon or to such party or parties, person or persons, as such court shall direct, or upon such notice as shall' be in accordance with the rules and practice of the court. And the trustee or trustees appointed by the majority in interest of the said bondholders or by said court, shall, on his or their acceptance of such ap¬ pointment, thereby and thereupon become and be vested with all the powers, authorities, estates, rights, titles, and interests granted to and conferred upon the said party of the second part by these presents, without any further assurance or conveyance whatsoever ; neverthe¬ less, the trustee or trustees resigning, or being removed, shall immediately, on demand of the new trustee or trustees, execute, acknowledge and deliver all such con¬ veyances, assurances, and other instruments as may be appropriate or expedient for the purpose of conveying and assuring the legal title to the premises to such new trustee or trustees. Twelfth. -The party of the second part, by the execution of these presents, accepts the trusts hereby created, and covenants and agrees to execute the cer¬ tificate upon each and every of said bonds, and to cer¬ tify, issue and deliver the same in conformity with the provisions of the Fourth Article hereof, and not other¬ wise, and immediately after such execution of said cer¬ tificate to deliver the said bonds to the party of the first part, or to its order. Ih witness whereof, The said parties of the first and second parts hereto have hereunto, and unto nine other duplicate originals hereof, affixed their respective corporate seals, and have respectively caused these presents to be signed by their respective Presidents and 26 Secretaries, or Assistant Secretaries, this first day of No- vember, A. d. 1889. The Oregon Improvement Company, Attest: Elijah Smith, President. [seal.] P. W. Smith, Assistant Secretary . The Farmers’ Loan and Trust Company, Attest : R. G. Rolston, Presidents [SEAL.] E. S. Marston, Secretary s Sealed and delivered in the presence of W. J. Flesher, A. W. Hornung, C. E. Bond, B. B. Sloan, C. R. Leake, F. A. Wilson, As to the Oregon Improvement Company. As to the Farmers’ Loan and Trust Company. 27 State of New York, i City and County of New York. \ ss ' * Be it remembered, That on this 19th day of No¬ vember, a. d. one thousand eight hundred and eighty-nine, before me, a Commissioner of the State of Oregon, in and for the State of New York, residing in said city of New York, personally came Elijah Smith, President of The Oregon Improvement Company, the corporation described in the foregoing instrument as the party of the first part thereto, and who is personally well known to me ; and he, being by me duly sworn, did depose and say that he is, and at the time of the execu¬ tion of said instrument was, the President, and that Prosper W. Smith is and then was the Assistant Secre¬ tary of the said Company ; that he knows the corporate seal of said Company, and that the seal affixed to the foregoing instrument as such is said corporate seal; that the said seal was so affixed by the authority of the Board of Directors of said Company ; and that he, as President aforesaid, signed, and the said Prosper W. Smith, as Assistant Secretary aforesaid, attested, the said instrument by like authority. And the said Elijah Smith, President as aforesaid, acknowledged the execu¬ tion of said instrument as the act and deed of the said Oregon Improvement Company, for the uses and pur¬ poses therein expressed. In witness whereof I have hereunto sub¬ scribed my name and affixed my official seal, at my office, in the said city of New [l. s.] York, the day and year aforesaid. L. R. Kidder, Commissioner for the State of Oregon, in the State of New York. 28 State of New York, | City and County of New York , f ss * * Be it Remembered, That on this 19th day of No¬ vember. A. d. one thousand eight hundred and eighty- nine beforee, me. a Commissioner of the State of Oregon in the State of New York, residing in said city of New York, personally came Rosewell G. Rolston, President of The Farmers’ Loan and Trust Company, the corporation described in the foregoing instrument as the party of the second part thereto, and who is person¬ ally well known to me ; and he, being by me duly sworn, did depose and say that he is, and at the time of the exe¬ cution of said instrument was, the President, and that Edwin S. Marston is and then was the Secretary of the said Company ; that he knows the corporate seal of said Company, and that the seal affixed to the foregoing instru¬ ment as such is said corporate seal ; that the said seal was affixed by the authority of the Board of Directors of said Company ; and that he, as President aforesaid, signed, and the said Edwin S. Marston, as Secretary aforesaid, attested, the said instrument by like author¬ ity. And the said Rosewell G. Rolston, President as aforesaid, acknowledged the execution of said instru¬ ment as the act and deed of the said The Farmer’s Loan and Trust Company, for the uses and purposes therein expressed. In witness whereof I have hereunto sub¬ scribed my name and affixed my official seal, at my office in the said city [l. s.] of New York, the day and year afore¬ said. L. R. Kidder, Commissioner for the State of Oregon, in the State of New York. 29 State of New York, City and County of New York, ss.: Be it Remembered, That on this 19 day of No¬ vember, a. d. one thousand eight hundred and eighty- nine before me, a Commissioner of the State of California in and for the State of New York, residing in said city of New York, personally came Elijah Smith, President of The Oregon Improvement Company, the corporation described in the foregoing instrument as the party of the first part thereto, and who is personally well known to me ; and he, being by me duly sworn, did depose and say that he is, and at the time of the execution of said instrument was, the President, and that Prosper W. Smith is and then was the Assistant Secretary, of the said Company ; that he knows the corporate seal of said Company, and that the seal affixed to the foregoing in¬ strument as such is said corporate seal; that the said seal was so affixed by the authority of the Board of Directors of said Company ; and that he, as President aforesaid, signed,, and the said Prosper W. Smith, as Assistant Secretary aforesaid, attested, the said instrument by like authority. And the said Elijah Smith, President as aforesaid, acknowledged the execution of said instru¬ ment as the act and deed of the said Oregon Improve¬ ment Company, for the uses and purposes therein ex¬ pressed. [L- S.] In witness whereof I have hereunto sub¬ scribed my name and affixed my official seal, at my office in the said city of New York, the day and year aforesaid. Charles Taylor, Commissioner for the State of California, in the State of New York. 30 State of New York, | . City and County of New York , f Be it Remembered, That on this 19tli day of No¬ vember, a. d. one thousand eight hundred and eighty-nine, before me, a Commissioner of the State of California, in the State of New York, residing in said city of New York, personally came RosewellG. Rolston, President of The Farmers' Loan and Trust Com¬ pany, the corporation described in the foregoing instru¬ ment as the party of the second part thereto, and who is personally well known to me ; and he, being by me duly sworn, did depose and say that he is, and at the time of the execution of said instrument was, the Pres¬ ident, and that Edwin S. Marston is and then was the Secretary, of the said Company ; that he knows the corporate seal of said Company, and that the seal affixed to the foregoing instrument as such is said corporate seal; that the said seal was so affixed by authority of the Board of Directors of said Company ; and that he, as President aforesaid, signed, and the said Edwin S. Marston, as Secretary aforesaid, attested, the said instrument by like authority. And the said Rose well G. Rolston, President as aforesaid, acknowd- edged the execution of said instrument as the act and deed of the said Farmers’ Loan and Trust Company, for the uses and purposes therein expressed. In wdtness wdiereof I have hereunto sub¬ scribed my name and affixed my official seal, at my office in the said city of New r [l. s.] York, the day and year aforesaid. Charles Taylor, Commissioner for the State of California, In the State of New York. 31 State of New York, ) City and County of New York, j ss * * Be it Remembered, That on this 19th day of No¬ vember, a. d. one thousand eight hundred and eighty-nine, before me, a Commissioner of Washington Territory in and for the State of New York, residing in the city of New York, personally came Elijah Smith, President of The Oregon Improvement Company, and Prosper W. Smith, the Assistant Secretary of The Oregon Improvement Company the corporation de¬ scribed in the foregoing instrument as the party of the first part thereto, and who are severally and respectively personally known to me ; and the said Elijah Smith, having been by me duly sworn, did depose and say that he is, and at the time of the execution of the said instrument was, the President of said Company, and the said Prosper W. Smith, having been duly sworn, did depose and say that he is and then was the Assistant Secretary of the said Company ; and the said Elijah Smith and Prosper W. Smith did severally and respect¬ ively depose and say that they knew the corporate seal of said Company, and that the seal affixed to the fore¬ going instrument, as such, is said corporate seal; that the said seal was so affixed by the authority of the Board of Directors, and that the said Elijah Smith, as President aforesaid, signed, and that he, the said Pros¬ per W. Smith, as Assistant Secretary as aforesaid, at¬ tested, the said instrument by like authority. And the said Elijah Smith, as President as aforesaid, at the same time acknowledged the execution of the said instrument as the act and deed of the said Ore¬ gon Improvement Company, for the uses and pur¬ poses therein expressed. And the said Elijah Smith, upon his oath, did depose and say that he knows the objects and purposes for which the fore- i 32 going mortgage is executed ; and that the same is made in good faith, and without any design to hinder, delay, or defraud creditors. And the said Prosper W. Smith, as Assistant Secretary as aforesaid, at the same time acknowledged the said instrument as the act and deed of the said Oregon Improvement Company for the uses and purposes therein expressed ; and the said Prosper W. Smith, upon his oath, did depose and say that he knows the objects and purposes for which the foregoing mortgage is executed, and that the same is made in good faith and without any design to hinder, delay or defraud creditors. In witness whereof I have hereunto subscribed my name and affixed my official seal, at my office in the said city of New York, the day [l. s.] and year aforesaid. L. R. Kidder, Commissioner for Washington Territory, in the State of New York. 33 State of New York, ) . City and County of New Yorlc , j Be it Remembered, That on this 19th day of No¬ vember, a. d. one thousand eight hundred and eighty-nine, before me, a Commissioner of Washington Territory, in the State of New York, residing in said city of New York, personally came Rosewell G. Rolston, President of The Farmers’ Loan and Trust Com¬ pany, the corporation described in the foregoing instru¬ ment as the party of the second part thereto, and who is personally well known to be ; and he, being by me duly sworn, did depose and say that he is, and at the time of the execution of said instrument was, the Presi¬ dent, and that Edwin S. Marston is and then was the Secretary of the said Company ; that he knows the corporate seal of said Company, and that the seal affixed to the foregoing instrument as such is said cor¬ porate seal ; that the said seal was so affixed by author¬ ity of the Board of Directors of said Company ; and that he, as President aforesaid, signed, and the said Edwin S. Marston, as Secretary aforesaid, attested, the said in¬ strument by like authority. And the said Rosewell G. Rolston, President as aforesaid, acknowledged the exe¬ cution of said instrument as the act and deed of the said Farmers’ Loan and Trust Company, for the uses and purposes therein expressed. In witness whereof I have hereunto sub¬ scribed my name and affixed my offi¬ cial seal, at my office in the said city of [l. s.] New York, the day and year aforesaid. L. R. Kiddek, Commissioner for Washington Territory, in the State of New York. 35 SCHEDULE OE PROPERTIES of THE OREGON IMPRO YEMEN T COMP AN Y referred to ai.d describe a a?id incorporated into and made a part of its M 01 tgage or Deed of Trust to THE FARMERS' LOAN AND TR UST COMP AN Y (of New York), dated November ist y 1889. REAL ESTATE. COAL LANDS, as follows . In the Newcastle Coal District, in Washing¬ ton Territory, Section 26, Township 24, North of Range 5 East, North half of Northwest quarter, Northwest quarter of Northeast quarter, Southeast quarter of Northeast quarter, containing . . . . . 160 acres In the Green River Coal District, in Washing¬ ton Territory, Section 18 , Township 21 North, Range 7 East: Northeast quarter ....... East half of Southwest quarter . . . . Southeast quarter ....... East half of Northwest quarter . Lots 1, 2, 3, 4. Section 6, Township 21 North, Range 7 East, Fractional lots 13 and 14, and the East half of Southwest quarter. Fractional lots 3, 4, 5, 6, 12 . Section 4, Township 21 North, Range 7 East, lots 5 and 12, and the West half of the Southwest quarter. Section 12, Township 21 North, Range 6 East, Fractional lots 1, 2, 3, 4 160 80 160 80 160.96 * 59 - 5 2 i 5 6 - 6 5 l60 I 3 I - I 5 Containing about 1,248.28 acres 36 In the Wilkesoil Coal District, in Washington Territory, Section 16, Township 18 North, Range 6 East : Southeast quarter ....... 160 Northeast quarter ...... 160 East half of Northwest quarter . . . . 80 Section 28, Township 18 North, Range 6 East, East half of Northeast quarter ... 80 Section 2, Township 18, North, Range 6 East, Southwest quarter ...... 160 Lots 3 and 4, and the South half of Northwest quarter ........ 160.20 Southeast quarter ....... 160 Lots 1 and 2, and the South half of Northeast quarter ........ 159.80 Containing about . . . 1,120 acres * 9 AGRICULTURAL AND TIMBER LANDS in Oregon and Washington Territory, as follows :— Range 39 East, Township 10 North, Section 32. Premises commencing at the centre of the race of the Dayton Woolen Manufacturing Company, where the South line of the Southwest quar¬ ter of the Northeast quarter crosses said race, thence running East on said line twenty-eight- rods, thence Northeasterly parallel with said race twenty rods, thence West twenty-eight rods to the centre of said race, thence South up the centre of said race twenty rods to place of beginning, containing more or less . 3.5 Also the water flume running from what is known as Robertson’s Mill, on the middle fork of the Touchet River, down to the vicinity of Dayton, and also the right of way for said flume over and along the lands over and upon 37 which the same is situated, built, and located, and water-rights connected therewith. Range 39 East, Township 9 North, Section 26. North half of Northeast quarter. \ Southwest quarter of Northeast quarter. V . . 160 Northwest quarter of Southeast quarter. ) Together with the saw-mill and other buildings thereon. Also a right of way for water flume over, through, and along Southwest quarter of Southeast quarter, Southeast quarter of Southwest quarter of Section 34, Township 9 North, Range 39 East, and Northwest quar¬ ter of Southeast quarter, and Southwest quarter of Northeast quarter of Section 35, Township 9 North, Range 39 East, and West half of Northwest quarter of Section n, Township 8 North, Range 39 East, and North half of Southeast quarter of Section 10, Township 8 North, Range 39 East. Also the right to use a sufficient amount of water of that branch of the Touchet River running over, through, along, or touching the above-de¬ scribed premises for all the purposes of said flume. Range 39 East, Township 7 North. Section 8. Northwest quarter . Northeast quarter . Section 5. Southeast quarter of Northwest quarter Southwest quarter of Northeast quarter Northeast quarter of Southeast quarter Section 4. Northwest quarter of Southwest quarter 160 160 ► 160 38 Range 40 East, Township 8 North. Section 28. Northeast quarter ....... Range 39 East, Township 8 North, Section 27. • i Northeast quarter ....... Southeast quarter ....... Section 26. Northwest quarter ....... Southwest quarter ....... Section 23. Northeast quarter . . ... Southeast quarter ....... North half and Southeast quarter of Northwest quarter ........ Southwest quarter of Northwest quarter Northwest quarter of Southwest quarter Section 22. Northeast quarter of Northeast quarter Southeast quarter of Northeast quarter Northeast quarter of Southeast quarter Range 39 East, Township 7 North. Section 9. North half of Northeast quarter . . . . North half of Northwest quarter . . . . Total amount of land connected with and tributary to Dayton Flume . 160 160 160 160 160 160 160 120 40 40 40 40 40 80 80 . 2,243.5 acres Range 37 East, Township 5 North. Section 36. All. Section 35. Southwest quarter of Northeast quarter. West half of Southeast quarter. Range 37 East, Township 4 North. Section 1. West half of Southwest quarter. Northeast quarter of Southwest quarter. South half of Northwest quarter. Southwest quarter of Northeast quarter. Section 2. Northeast quarter of Southeast quarter. South half of Northeast quarter. West half of Southeast quarter. North half of Northeast quarter. Range 37 North, Township 4 East, Section 1. North half of Northeast quarter North half of Northwest quarter . Southeast quarter of Northeast quarter . Southeast quarter of Southwest quartet . North half of Southeast quarter Section 2. East half of Northwest quarter Range 37 North, Township 5 East, Section 35. East half of Southwest quarter . , North half of Northeast quartei North half of Northwest quarter South half of Northwest quarter West half of Southwest quarter Southeast quarter. Section 81. Northwest quarter . Southwest quarter . 40 160.83 160.30 Total Range 40 East, Township 2 North, Section 31. Southwest quarter . Southeast quarter. Range 39 East, Township 2 North, Section 36. All i ^ XX* . . . . . . • Section 25. Southwest quarter . Southeast quarter . Section 35. South half of Northwest quarter West half of Southwest quarter East half of Southeast quarter Section 34. Northeast quarter. Range 39 East, Township 3 North, Section 2. North half of Northeast quarter North half of Northwest quarter 2,507.66 acres 320 640 } 320 160 Section 1. North half and Southwest quarter of Northeast ) quarter.V 280 Northwest quarter Range 38 East, Township 3 North, Section 27. North half and Southeast quarter of Northeast 'J quarter . . Northeast quarter of Southwest quarter . . f 1 North half of Southeast quarter . . J 41 Southwest quarter of Northeast quarter . . ) North half and Southeast quarter of Northwest > 160 quarter.) Section 26. Northeast quarter ...... Northwest quarter ...... Southwest quarter ...... [^ 600 Northeast quarter and Northwest quarter and Southwest quarter of Southeast quarter . Total of Grande Ronde Valley Lands 31 i3.96 ! 'acres Range 36 East, Township 9 North. Section 4. Northeast quarter of Northwest quarter . . 40 Range 36 East, Township 10 North. Section 33. East half of Southwest quarter. . . . .80 Southeast quarter of Northwest quarter . . .40 • Commencing at the Northeast corner of Southeast quarter of Northwest quarter of Section 33, running thence East 711.6 feet along the North boundary of the Southwest quarter of North¬ east quarter, thence South 5,202 feet along a line parallel with the quarter-section line divid¬ ing said Section 33 into East and West halves to the South line of the Northwest quarter of the Northeast quarter of Section 4, Township 9 North, Range 36 East, thence West on said last-named line to the centre of the main chan¬ nel of the Touchet, thence Southerly and West¬ erly along the centre of the main channel of the Touchet to the West line of the Northeast quarter of said Section 4, thence North on said line about 250 feet to the Southwest corner of Northwest quarter of Northeast quarter of said Section 4, thence still North from said corner 5,202 feet to the place of beginning, containing ....... 87 acres. 42 Also, commencing at a point 711.6 feet East and 400 feet North of the Southeast corner of Southwest quarter of said Section 33, Town¬ ship io North, Range 36 East, running thence North 2,105 feet to the South line of Fourth Street, in the town of Prescott, thence East along said South line extended Easterly 800 feet, thence South 2,105 feet, thence West 800 feet to place of beginning, containing . 36.62 excluding right of way granted to Oregon Railway and Navigation Company. Range 43 East, Township 16 North. Section 21 ...... 640 Section 9. Southwest quarter (quit-claim) .... 160 Range 8 East, Township 3 North. Section 36. Lots 1, 2, 3, 4. “ Also undivided half-interest in water-ditch and water therein for irrigating and burning pur¬ poses, constructed from and to convey the waters of Throssel Creek from a point in Section 1, Township 2 North, Range 8 East, to any part or upon any part of lots 1, 2, 3, 4, Section 36, Township 3 North, Range 8 East.” MISCELLANEOUS REAL ESTATE, as follows: All those two certain city blocks, with the improvements thereon, numbered and known as Block five (5) and block six (6), in South Beach addition, in the City of San Francisco, California, which said blocks are bounded as follows : Block five (5), on the Northerly side by Beale Street, Easterly by Brannan Street, Southerly by Fremont Street, and Westerly by Bryant Street ; block six (6), on the Northerly side by Fremont Street, Easterly by Brannan Street, Southerly by First Street and Westerly by Bryant Street ; together with the improvements and all water and other rights and easements connected therewith. i 43 All those certain leasehold premises at Oakland, California, known as the Wharf property and Coal Pocket of The Oregon Improvement Company, at the foot of Franklin Street, together with the structures and improvements thereon, and all rights and easements connected therewith, and all renewals and exten¬ sions of said lease. All those certain leasehold premises at Albina, Oregon, known as the Wharf and Coal Bunkers of the Oregon Improvement Company, being the property of The Northern Pacific Terminal Company, of Oregon, and referred to and described in that said Indenture of Lease between said last-named Com¬ pany and The Oregon Improvement Company, dated March 2d, 1885, and all rights and easements connected therewith, and all renewals and extensions of said lease. All those certain leasehold premises at Portland Oregon, known as the Wharf and Dock property and Coal Pockets or Coal Bunkers of The Oregon Improvement Company, being a por¬ tion of the river-front property of The Oregon Railway and Navigation Company, and referred to and described in that certain Indenture of Lease between said last-named Company and The Oregon Improvement Company, dated October first, 1884, with the structures and improvements thereon, and all rights and easements connected therewith, and all renewals and extensions of said lease. All those certain leasehold premises at Astoria, Oregon, known as the Coal Pockets or Coal Bunkers of The Oregon Improve¬ ment Company being a portion of the Wharf and Dock property of The Oregon Railway and Navigation Company, and referred to and described in that certain Indenture of Lease between said last-named Company and The Oregon Improve¬ ment Company dated October 1st, 1884, with the structures and improvements thereon, and all rights and easements connected therewith, and all renewals and extensions of said lease. All those certain Town lots, about four hundred and thirty (430) in number, together with all improvements thereon, in the Town of Prescott, Walla Walla County, Washington Territory. 44 * PERSONAL PROPERTY. Steamships and Vessels. Those four (4) certain American Steamships, known respec¬ tively as the “Willamette,” the “Walla Walla,” “ Umatilla,’* and the “ Corona,” together with their masts, sails, boats, anchors, cables, boilers, engines, machinery, tackle, apparel, furniture, supplies and all other appurtenances of said steamships respec¬ tively, of which steamships The Oregon Improvement Com¬ pany is the sole owner, and the respective Certificates of Enroll¬ ment of said steamships, are as fellows :— Certificate No. Official Number. 6. Numerals. Letters.. 80839. JVLP. The United States of America. Sec. 4319, Rev. Stats. Catalogue No. 338. (permanent.) CERTIFICATE OF ENROLLMENT. Enrollment. —In conformity to Title L, “ Regulation of Vessels in Domestic Commerce,” of the Revised Statutes of the United States, J. M. Fox, Secretary of the Oregon Improvement Co., of Portland, Oregon, having taken and subscribed the oath required by law, and having sworn that the Oregon Improvement Co., of Portland, Oregon, is the sole owner of the ship or vessel called the “ Walla Walla ,” of Portland, Oregon, whereof L. L. Sim¬ mons is at present master, and is a citizen of the United States, and that the said ship or vessel was built at Chester, State of Pennsylvania, in the year 1881, as appears by Permanent Enroll¬ ment No. 1, issued at this port July 10, 1884, now surrendered, officers of Company changed, and said Enrollment having certi¬ fied that the said ship or vessel has two decks, and two masts, and that her length is three hundred and ten feet ; her breadth, forty feet ; her depth, twenty-four and T 3 ¥ feet; her height that she measures twelve hundred and thirty-nine and T ° 9 tons, viz. : 45 Capacity under tonnage deck .... Tons. 2005 IOOths. • 9 1 Capacity between decks above tonnage deck Capacity of inclosures on the upper deck, viz. : 128 .89 Gross tonnage .... 2134 .80 Deductions under Section 4153, Revised Statutes, as amended by Act of August 5, 1882 8 95 .71 Net tonnage ..... I2 39 .09 that the following described spaces, and no others, have been omitted, viz. : and that she is a , has a plain head and a round stern, and sufficient security having been given, according to the said Title, the said ship or vessel has been duly enrolled at the port of Portland, Oregon. Given under my hand and seal at the port of Portland, Oregon in the District of Willamette, this 25th day of August, in the year one thousand eight hundred and eighty-five. (Signed) B. E. LIPPENCOTT, Collector of Customs. Certificate No. Official Number. 23. Numerals. Letters . 80808. J VD T. The United States of America. Sec. 4319, Rev. Stats. Catalogue No. 338. (permanent). CERTIFICATE OF ENROLLMENT. Enrollment. —In conformity to Title L, “ Regulation of Ves¬ sels in Domestic Commerce,” of the Revised Statutes of the United States, J. M. Fox, Secretary Oregon Improvement Co., having taken and subscribed the oath required by law, and 46 having sworn that the Oregon Improvement Co. [a corporation], of Portland, Oregon, is the owner of the ship or vessel called the “ Willamette ,” of Portland, Oregon, whereof L. L. Simmons is at present master, and is a citizen of the United States, and that the said ship or vessel was built at Chester, State of Pennsyl¬ vania, in the year 1881, as appears by Permanent Enrollment No. 10, issued at the port of Portland, Oregon, January 5, 1885, now surrendered, officers of Company changed, and said Enrollment having certified that the said ship or vessel has two decks and two masts, and that her length is three hundred and fifteen and feet; her breadth, thirty-nine and T 2 ^ feet ; her depth, twenty- one and t 8 ¥ feet ; her height that she meas- Capacity under tonnage deck Capacity between decks above tonnage deck Gross tonnage uctions under Section 4153, Revised St as amended by Act of August 5, 1882 Net tonnage omitted, viz.: and that she is an iron steamship, has a plain head and a round stern, and sufficient security having been given, according to the said Title, the said ship or vessel has been duly enrolled at. the port of Portland, Oregon. Given under my hand and seal at the port of Portland, Ore¬ gon, in the District of Willamette, this 29th day of June, in the year one thousand eight hundred and eighty-five. tons, viz.:— Tons. lOOths. 212 1 .19 : 441 *°5 2562 .24 tes. 866 .88 i6 95 • 3 6 others, have been (Signed) B. E. LIPPENCOTT, Dep. Collector of Custo?ns. Certificate No. 47 Official Number. Numerals. Letters. 2 524.2. JVRT. (The United States of America.) Sec. 43IQ, Rev. Stats. Catalogue No. 338. (permanent.) CERTIFICATE OF ENROLLMENT. Enrollment .—In conformity to Title L, “ Regulation of Ves¬ sels in Domestic Commerce,” of the Revised Statutes of the United States, C. H. Prescott, President of the Oregon Improve¬ ment Co., of Portland, Oregon, having taken and subscribed the oath required by law, and having sworn that the Oregon Im¬ provement Co., of Portland, Oregon, is the sole owner of the ship or vessel called the “Umatilla," of Portland, Oregon, whereof Frank Worth is at present master, and is a citizen of the United States, and that the said ship or vessel was built at Chester, State of Pennsylvania, in the year 1881, as appears by Permanent En¬ rollment No. 31, dated at the District of Willamette, April first, 1882, now surrendered, officers of Company changed, and vessel re-admeasured, and A. N. Gambell, Special Surveyor, having certified that the said ship or vessel has two decks and two masts, and that her length is three hundred and ten feet; her breadth, forty and ^ feet; her depth, twenty-two and T 3 ^ feet ; her height, that she measures thirteen hundred and thirty-five and tons, viz. :— Capacity under tonnage deck . • • Tons. 2005 lOOths. .91 Capacity between decks above tonnage deck . Capacity of inclosures on the upper deck, viz. : I2 5 •58 Gross tonnage • • 21 3 1 .49 Deductions under Section 4153, Revised as amended by Act of August 5, 1882 Statutes, • • 795 1 00 Net tonnage . t I 335 .62 Net tonnage . 48 that the following-described spaces, and no others, have been omitted, viz. : and that she is an iron steamship [propeller], has a plain head and a round stern ; and the said C. H. Prescott having agreed to the description and measurement above specified, and suf¬ ficient security having been given, according to the said Title, the said ship or vessel has been duly enrolled at the port of Port¬ land, Oregon. Given under my hand and seal at the port of Portland, Oregon, in the District of Willamette, this 27th day of March, in the year one thousand eight hundred and eighty-three. (Signed) B. E. LIPPENCOTT, Dep. Collector of Customs. Register No. 15. Temporary. Official Number, 126,522 K. G. B. H. COPY OF CERTIFICATE OF REGISTRY. In pursuance of Chapter One, Title XLVIII, “Regulation of Commerce and Navigation,” Revised Statutes of the United States, C. M. Goodall, Agent, of San Francisco, Cal., having taken and subscribed the oath required by law, and having sworn that The Oregon Improvement Company of Portland, Oregon, are the only owners of the vessel called the Corona of Portland, Oregon, whereof C. M. Goodall is at present master, and is a citizen of the United States ; and that the said vessel was built in the year 1888, at Philadelphia, Pa., as appears by Carpenter’s Certificate on file; and Hon. Jno. M. Campbell, Surveyor, having certified that the said vessel has three decks and two masts, and that her length is two hundred and twenty and 75-iooths feet, her breadth thirty-five feet and two-tenths, her depth fifteen feet and 75-iooths ; that she measures nine hundred and sixty-six tons and 19-iooths, viz. : 49 Tons. lOOths. Capacity under tonnage deck. 877 52 Capacity between decks above tonnage deck. 443 23 Capacity of inclosures on the upper deck, viz. : Fd. Dk, House 140.10, Aft. Dk. H. 31.35 .... 171 44 Gross Tonnage. 1492 20 Deductions under Section 4153 Revised Statutes, as amended by Act of August 5, 1882. 526.01 Total Deductions. 526 01 Net Tonnage. 966 19 The following described spaces, and no others, have been omitted, viz. : . and that she is a steel screw steamship, has a stem head and a round stern ; and the said C. M. Goodall, Agent, having agreed to the description and admeasurement above specified, and suffi¬ cient security having been given according to law, said vessel has been duly registered at the Port of Philadelphia. Given under my hand and seal, at the Port of Philadelphia, this 27th day of October, in the year one thousand eight hundred and eighty-eight. (Signed) JOSEPH POWELL, D'y Collector of Customs. (Signed) HENRY B. PLUMMER, Naval Officer. (Signed) JARVIS PATTEN, Commissioner of Navigation. That certain Coal Barge, known as the “ Seattle,” having a capacity of 350 tons, with her appurtenances and belongings. 50 Shares of Stock of Other Corporations, as follows : 19,850 Shares of the Capital Stock of the Pacific Coast Steamship Company, par value one hundred dollars each. Total capital, 20,000 shares. (The Pacific Coast Steamship Company is a corporation created and existing under the laws of California. Its total capital stock is 20,000 shares. It has no bonded or other debt, other than its usual and current traffic and equipment expenses. It is the sole owner of the following Steamships and vessels :— Name. Queen of the Pacific, State of California, Santa 11 os a, Idaho, Eureka, Los Angeles, Bonita, Santa Cruz, Newport, Gipsy, Alexander Duncan, Yaquina, Alki, Coos Bay, It also owns, Description. Iron Steamship, 4 < U U <4 Screw wooden Steamer, a a li it it it a a a u a it a a a it a a a a a a (( u a «< a tt li a Tonnage. 2727.80 2206 1335. 60 1077.13 689.27 493 488.87 511.22 2 ^ 5-94 293.80 371.53 555.67 943 3 1 T * 2 7 1934 shares of the Capital Stock of the Santa Maria and Los Angeles Chute Landing Company. Total Capital, 200 shares of $50 each. 67 shares of the Capital Stock of The San Buenaventura Wharf Company, Total Capital, 200 shares of $ico each. 137 shares Hotel Ramona, at San Luis Obispo, California, and also, wharf boats, supplies, equipment, tools, machinery, &c. Ten (10) Warehouses on Pacific Coast Railway lines, and eleven (n) along California Coast and other real estate, the record title to which stands in its name.) 51 i3,7°4 Shares of the Capital Stock of the Pacific Coast Railway Company. Total Capital, 13,704 Shares of $100 each. (The Pacific Coast Railway Company is a railroad cor¬ poration, created and existing under the laws of California, owning and operating a narrow-guage railroad 76 miles in length, running from Port Harford via San Luis Obispo, Arroya Grande, and Santa Maria, to Los Olivos, and owning engines, rolling stock, equipment, and other properties necessary and convenient for its business and operations. Its bonded debt is $1,370,000, represented by its First Mortgage 6 % Gold Bonds, all of which are owned by The Oregon Improvement Company. It has no other debt, except its current traffic obligations.) 10,000 Shares of the Capital Stock of The Columbia and Puget Sound Railroad Company. Total Capital, 10,000 Shares of $100 each. (The Columbia and Puget Sound Railroad Company is a railroad corporation, created and existing under the laws of Washington Territory, owning and operating a railroad, twenty miles in length, from Seattle, Washington Territory, to the Newcastle Coal Mines, with a branch, twenty-three miles in length, known as the Cedar River Extension, from Renton to the Green River Coal Fields. It has no bonded or other debt, except its current traffic obligations. It also owns engines, rolling stock, equipment, and other properties necessary and convenient for its business and operations, including coal wharves, coal bunkers, and facilities for hand¬ ling coal ; and also wharves, town lots, and other valuable real estate in Seattle and elsewhere in Washington Territory.) 30,000 Shares of the Capital Stock of the Seattle Coal and Transportation Company. Total Capital, 30,000 Shares of $100 each. (The Seattle Coal and Transportation Company is a trading corporation created and existing under the laws of 52 Washington Territory. It owns the town of Newcastle, Washington Territory, and the Newcastle and Coal Creek Coal Mines, with about 1160 acres of coal lands), Bonds of Other Corporations. 1370 Bonds for $1,000 each of The Pacific Coast Kailway Company, being the entire mortgage debt of said company. Said bonds bear date November 1st, 1882, mature September 1st, 1922 ; the principal and semi-annual interest, at the rate of 6 being payable in gold. The Oregon Improvement Company, for the purpose of identifying the foregoing Schedule as a part of its certain mortgage to The Farmers’ Loan and Trust Company, has hereunto, and unto nine other duplicate originals hereof, affixed its corporate seal, and has caused the same to be attested by its Assistant Secretary, this first day of November, a. d. 1889. Attest : [seal.] P. W. Smith, Assistant Secretary. In presence of W. J. Flesher, A. W. Hornung, C. E. Bond.