OF THE UNIVLR5 ITY Of ILLINOIS 385.4 T385<^ v. 3 CENTRAL CIRCULATION BOOKSTACKS The person charging this material is re¬ sponsible for its return to the library from which it was borrowed on or before the Latest Date stamped below. Theft, mutilation/ and underlining of books are reasons for disciplinary action and may result in dismissal from the University. TO RENEW CALL TELEPHONE CENTER, 333-8400 UNIVERSITY OF ILLINOIS LIBRARY AT URBANA-CHAMPAIGN When renewing by phone, write new due date below previous due date. L162 Digitized by the Internet Archive in 2019 with funding from University of Illinois Urbana-Champaign Alternates https://archive.org/details/corporatehistory03unse ' PENNSYLVANIA LINES WEST OF PITTSBURGH COMPRISING CHARTERS, LAWS, MORTGAGES, DECREES, DEEDS, LEASES, AGREEMENTS, ORDINANCES, AND OTHER PAPERS WITH DESCRIPTIVE TEXT COMPILED BY S. H. CHURCH ASSISTANT SECRETARY SERIES A, VOLUME III SOUTHWEST SYSTEM: PITTSBURGH, CINCINNATI, CHICAGO & ST. LOUIS RY. CO. PITTSBURGH, CINCINNATI & ST. LOUIS RY. CO. COLUMBUS, CHICAGO & INDIANA CENTRAL RY. CO. CHICAGO, ST*. LOUIS & PITTSBURGH R. R. CO. JEFFERSONVILLE, MADISON & INDIANAPOLIS R. R. CO. CINCINNATI & RICHMOND R. R. CO. AND PRIOR COMPANIES 1899 v. jfrtc&^nwafb Company BALTIMORE, MD., U. S. A. PLAN OF THE WORK. The Corporate History of the Pennsylvania Lines West of Pittsburgh is designed to contain the important documents, with explanatory notes, of the various roads embraced in that system, or auxiliary thereto, from the beginning of the corporate exist¬ ence of the oldest companies down to the date of issue of each volume. The plan of this compilation is as follows: The volumes in Series A embrace charters, articles of incorpo¬ ration, articles of consolidation, letters patent, special laws, special ordinances granting rights to small railroads that are wholly within one municipal jurisdiction, mortgages, court decrees re¬ lating to mortgages and to foreclosures and sales thereunder, plans for reorganization, deeds affecting title to railroads, certain contracts for construction where stock or bonds are concerned, and comprehensive sketches of corporate and financial history. General railroad laws have not been reproduced here because it was found that such laws, together with court decisions inter¬ preting them, would expand the compilation beyond reasonable limits. Volumes I and II, Series A, include papers above named re¬ lating to Pennsylvania Company and railroads controlled by it known as the Northwest System. Volumes III and IV, Series A, comprise like documents affect¬ ing the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company, the Cincinnati and Muskingum Valley Railroad Com¬ pany, the Indianapolis and Vincennes Railroad Company, and other railroad companies, depot companies and bridge companies auxiliary to the Southwest System. (iii) IV PLAN OF THE WORK. Volumes V and VI, Series A, embrace papers relating to the affiliated railroads of the Pennsylvania Company, namely, the Terre Haute and Indianapolis Railroad Company, St. Louis, Van- dalia and Terre Haute Railroad Company, Terre Haute and Logansport Railway Company, Indiana and Lake Michigan Railway Company, Terre Haute and Peoria Railroad Company, East St. Louis and Carondelet Railway, the Grand Rapids and Indiana Railway Company, Cincinnati, Richmond and Fort Wayne Railroad Company, Muskegon, Grand Rapids and Indiana Railroad Company, Toledo, Peoria and Western Railway Com¬ pany, Cincinnati, Lebanon and Northern Railway Company, Cleveland and Marietta Railway Company, Pittsburgh, Chartiers and Youghiogheny Railway Company, etc. Series B includes leases of railroads and principal operating agreements, in as many volumes as may be necessary. Series C embraces important city, town and village ordinances. It is intended to print additional volumes in Series A, B and C from time to time should the growth of documentary history make it expedient to do so. Pittsburgh, February i, 1899. TABLE OF CONTENTS. PAGE Plan of the Work . iii Steubenville Extension of the Pennsylvania Railroad. History . i Documents. 143 Pittsburgh, Cincinnati, Chicago & St. Louis Ry. Co. Corporate history . 2 Documents .•.144-167 Pittsburgh & Steubenville R. R. Co. Corporate history . 8 Documents .168-196 Western Transportation Co. Corporate history . 13 Documents .196-206 Pan Handle Ry. Co. Corporate history . 17 Documents .206-227 Holliday’s Cove R. R. Co. Corporate history . 18 Documents .227-238 Wheeling Railroad Bridge Co. Corporate history . 21 Documents .238-241 Steubenville & Indiana R. R. Co. Corporate history . 22 Documents .242-309 Pittsburgh, Cincinnati & St. Louis Ry. Co. Corporate history . 30 Documents .30Q-335 Columbus, Piqua & Indiana R. R. Co. Corporate history . 36 Documents .336-368 Columbus & Indianapolis R. R. Co. Corporate history . 40 Documents .368-402 (v) Vi TABLE OF CONTENTS, Richmond & Covington R. R. Co, page Corporate history . 42 Documents .402-412 Indiana Central Ry. Co. Corporate history . 45 Documents .412-426 Columbus & Indianapolis Central Ry. Co. Corporate history . 48 Documents .427-446 Union & Logansport R. R. Co. Corporate history . 50 Documents .446-454 Marion & Mississinewa Valley R. R. Co. (Consolidated). Corporate history . 51 Documents .474-481 Marion & Mississinewa Valley R. R. Co. (First). Corporate history . 53 Documents . 454-464 Marion & Logansport R. R. Co. Corporate history . 55 Documents .464-474 Logansport & Pacific R. R. Co. Corporate history . 56 Documents .481-482 Logansport & Pacific Ry. Co. Corporate history . 57 Documents .482-487 Logansport, Peoria & Burlington Ry. Co. Corporate history . 58 Documents .487-493 Toledo, Logansport & Burlington R. R. Co. Corporate history . 58 Documents .493-514 Toledo, Logansport & Burlington Ry. Co. Corporate history . 61 Documents .514-529 Columbus & Indiana Central Ry. Co. Corporate history . 62 Documents .529-538 Galena & Illinois River R. R. Co. Corporate history . 65 Documents . 595-599 TABLE OF CONTENTS.. Vll Chicago & Great Eastern Ry. Co. (No. i). page Corporate history . 66 Documents . 600 Chicago & Great Eastern Ry. Co. (No. 2). Corporate history . 67 Documents .600-610 Chicago & Great Eastern Ry. Co. (No. 3). Corporate history . 69 Documents .610-614 Chicago & Cincinnati R. R. Co. Corporate history . 69 Documents .614-623 Chicago & Great Eastern Ry. Co. (No. 4). Corporate history . 71 Documents .624-649 New Castle & Richmond R. R. Co. Corporate history . 73 Documents .538-546 Cincinnati, Logansport & Chicago Ry. Co. Corporate history . 75 Documents .546-551 Cincinnati, Cambridge & Chicago Short Line Ry. Co. Corporate history . 76 Documents .551-554 Cincinnati, New Castle & Michigan R. R. Co. Corporate history . 77 Documents .554-556 Cincinnati & Chicago R. R. Co. (No. i). Corporate history . 77 Documents . 556-559 Cincinnati Western R. R. Co. History . 78 Documents . 55^ Cincinnati & Chicago R. R. Co. (No. 2). Corporate history . 79 Documents . 559 _ 569 Cincinnati & Chicago Air Line R. R. Co. Corporate history . 83 Documents . 57°-594 Columbus, Chicago & Indiana Central Ry. Co. Corporate history . 85 Documents .649-726 Vlll TABLE OF CONTENTS,. Keokuk & Hamilton Bridge Co. page History of contract with Columbus, Chicago & Indiana Cen¬ tral Ry. Co. et al. 92 Chicago, St. Louis & Pittsburgh R. R. Co. (Indiana). Corporate history . 94 Documents .727-757 Chicago, St. Louis & Pittsburgh R. R. Co. (Illinois). Corporate history . 96 Documents .758-764 Chicago, St. Louis & Pittsburgh R. R. Co. Corporate history . 96 Documents .764-767 Kokomo Belt R. R. Co. Corporate history . 100 Documents .767-770 Madison & Indianapolis R. R. Co. 1 Corporate history . 101 Madison, Indianapolis & Peru R. R. Co. 1 Corporate history . 106 Indianapolis & Madison R. R. Co. 1 Corporate history . 107 Ohio & Indianapolis R. R. Co. 1 Corporate history . no Jeffersonville R. R. Co. 1 Corporate history . in Jeffersonville, Madison & Indianapolis R. R. Co. 1 Corporate history . 114 Columbus & Shelby R. R. Co. 1 Corporate history . 117 Rushville & Shelbyville R. R. Co. 1 Corporate history . 119 Shelby & Rush R. R. Co. 1 Corporate history . 120 Lake Erie & Louisville R. R. Co. 1 Corporate history .. 122 Lake Erie & Pacific R. R. Co. 1 Corporate history . 125 1 Documents in Volume IV. TABLE OF CONTENTS. ix Fremont, Lima & Union R. R. Co. 1 ' page Corporate history . 126 Eaton & Hamilton R. R. Co. (No. i). Corporate history . 127 Documents ..77 I ~799 Eaton & Hamilton R. R. Co. (No. 2). Corporate history . 130 Documents .829-857 Richmond & Miami R. R. Co. Corporate history . 133 Documents . 799-813 Richmond & Miami Ry. Co. Corporate history . 135 Documents .814-829 Cincinnati, Richmond & Chicago R. R. Co. Corporate history . 137 Documents . 857-876 4 Cincinnati & Richmond R. R. Co. (No. i). Corporate history .. 140 Documents . 876 Cincinnati & Richmond R. R. Co. (Consolidated). Corporate history . 141 Documents . 877 Richmond & Cincinnati R. R. Co. Corporate history .• 142 Documents . 881 Index . 883 1 Documents in Volume IV. THE PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RAILWAY COMPANY. STEUBENVILLE EXTENSION OF THE PENNSYL¬ VANIA RAILROAD. 1 The Steubenville extension of the Pennsylvania Railroad be¬ gins on the east side of Washington street, in Pittsburgh, and extends westwardly across the Monongahela river 1.23 miles to a point near Birmingham station. The agreement of June 3, 1858, between the Western Trans¬ portation Company and the Pittsburgh and Steubenville Rail¬ road Company for the completion of the road of the latter com¬ pany contemplated the construction by the Pennsylvania Rail¬ road Company of a tunnel through Grant’s Hill, and a bridge over the Monongahela river to connect its railroad with the Pittsburgh and Steubenville Railroad. As authorized by the 17th section of its charter, approved April 13, 1846, the Pennsylvania Railroad Company commenced this work in December, 1863. The workmen were arrested by the city authorities, and on December 22, 1863, a bill in equity was filed in the District Court of Allegheny county to enjoin the city from further interference. A decree was entered dismissing the bill without argument for the purpose of having the question passed upon by the Supreme Court of Pennsylvania, in which court a decision was rendered favorable to the railroad company and granting an absolute injunction. An act approved April 23, 1864, authorized the tunnel to pass under a place of public wor- ■ ship. A lease of the Steubenville Extension to the Pennsylvania Company was made June 29, 1874, taking effect April 1, 1871, 1 Not a corporate part of the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company; is put here only because of its geographical location. See documents page 143. 1 2 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. for 999 years, for the annual rental of $1.00. Under date of Oc¬ tober 24, 1876, taking effect November 1, 1876, the Pennsylvania Company sub-let the Steubenville Extension of the Pennsylvania Railroad and certain other property in Pittsburgh to the Pitts¬ burgh, Cincinnati and St. Louis Railway Company for 25 years, the rental for the first five years to be 3 per cent, upon a valua¬ tion of $1,250,000/ for the second five years, 4 per cent., and for the remainder of the term, 5 per cent, upon that amount. The rental is payable monthly. The Pennsylvania Railroad Com¬ pany assented to this sub-lease by resolution of its board of direc¬ tors, October 25, 1876. THE PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RAILWAY COMPANY. 1 2 The Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company was formed by consolidation of the Pittsburgh, Cin¬ cinnati and St. Louis Railway Company, the Chicago, St. Louis and Pittsburgh Railroad Company, the Jeffersonville, Madison and Indianapolis Railroad Company, and the Cincinnati and Richmond Railroad Company, under the general laws of Penn¬ sylvania, West Virginia, Ohio, Indiana and Illinois. An agree¬ ment of consolidation was executed by the directors of the re¬ spective companies June 10, 1890, ratified by the stockholders of the Pittsburgh, Cincinnati and St. Louis Railway Company and of the Cincinnati and Richmond Railroad Company August 19, 1890, and by the stockholders of the Chicago, St. Louis and Pittsburgh Railroad Company and of the Jeffersonville, Madison and Indianapolis Railroad Company August 20, 1890, and filed in the office of the Secretary of State of Ohio August 28, 1890, Pennsylvania, August 29, 1890, West Virginia, August 26, 1890, Indiana, August 25, 1890, Illinois, August 25, 1890. The first election for directors was held September 18, 1890. The growth of this system into one great corporation by the gradual absorption of some 57 lesser companies will be better understood by a study of the following chart. A short descriptive sketch of each of the prior corporations will then be given: 3 1 This valuation has been changed by improvements, and also by sale of real estate. The present (1899) valuation is $1,238,572.92. 2 See page 144 for documents. 3 These sketches appear on pages 1 to 142 inclusive. CORPORATE HISTORY. A 3 PITTSBURGH, CINCINNATI AND ST. LOUIS RAILWAY CO. 1 Date Chartered. ' Mch. 24,1849, Pittsburgh and Steubenville R. R. Co. 2 r (Pittsburgh to Ohio river, opposite | "4 Steubenville). Reorganized as (Jan. 15, 1868, Pan Handle Railway Co. Mch. 30, i860, Holliday’s Cove R. R. Co. (Steubenville 1 Bridge). — Feb. 24, 1848; Steubenville and Indiana R. R. Co. (Steu¬ benville to Columbus), purchased undi¬ vided Central Ohio R. R., between Columbus, O., and Newark, O., Aug. 31, 1864. 1 Consolidated April 20, 1868, as —Pittsburgh, Cincinnati and St. Louis Railway Company, Pittsburgh, Pa., to Columbus, Ohio. CHICAGO, ST. LOUIS AND PITTSBURGH R. R. CO. Chartered. Feb. 23, 1849, Columbus, Piqua and Indiana R. R. Co. (Columbus, Ohio, to Union City, Ind.). (j. Reorganized as Oct. 31, 1863, Columbus and Indianapolis R. R. Co. Mch. 12, 1862, Richmond and Covington R. R. Co. (Bradford Junction to Indiana State line). Road sold Sept. 5,1864, to Columbus and Indianapolis R. R. Co. Jan. 26, 1847, Terre Haute and Richmond R. R. Co. (Terre Haute to Richmond, Ind.). Jan. 20, 1851, Indiana Central Ry. Co. formed by separa¬ tion from Terre Haute and Richmond RT’T’ R. Co. (Indianapolis to Ohio State line). 1 Columbusand Indianapolis Railroad Company and Ind¬ iana Central Railway Com¬ pany consolidated as Colum¬ bus and Indianapolis Central Railway Company, October 13, 1864 (Columbus to Indi¬ anapolis and Bradford Junc¬ tion to Union City). Vi. May 5, 1853, Logansport and Pacific R. R. Co. (Logans- port to Effner). Name changed May 7, 1853, to Logansport and Pacific Ry. Co. Name { changed Sept. 12, 1854, to Logansport, Peoria and Burlington Ry. ( Co. Name changed June 11, 1858, to '^Toledo, Logansport and Burlington R.R. Co. Sold and reorganized as Sept. 25, 1862, T*oledo, Logansport and Burlington Rail¬ way Company. Jan. 12, 1853, Marion and Mississinewa Valley R.R. Co. fS (Union City to Marion, Ind ). July 28, 1853, Marion and Logansport R. R. Co. (Marion, Ind., to Logansport, Ind.), consolidated . Nov. 21, 1854, as Marion and Mississinewa Valley R. R.Co. (Union City to Logansport, Ind ). Road sold January 9, 1863, to v, Jan. s, 1863, Union and Logansport R. R. Co. (Union “? City to Logansport). Toledo, Logansport and Burlington Railway Com¬ pany (Logansport to Effner, Ind). Union and Logansport Railroad Company. Chart¬ ered Union City to Logans¬ port. Built Union City to Anoka. n o 3 (/> O^ cL ^ v O r> o o- c - w I- u re - I 0 n O- w p’ * g » JZ On O '• r: p in m Co •i P Q- cT Q- > 3 O X* P r* o orq P 3 in O •-I r* P o M » a “. ? n> ^ "S p • vj o o 3 n p 3 >< 3 * n n o_ 3 3 o* c (A P 3 O- ,-h 3 O. p" 3 P o rt 3 1 Dates Articles of Incorporation were filed or special Acts passed. Consolidations date from first election of directors. 2 Western Transportation Company chartered March 15, 1856, constructed and leased the Pitts¬ burgh and Steubenville Railroad, but was not included in the consolidation. See page 15. 4 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Chartered. Feb. i8, 1857, Galena and Illinois River R. R. Co. (Chi- "| Consolidated as (2nd) Chi¬ cago to Indiana State line). June 19, 1863, (1st) Chicago and Great Eastern Ry. Co. (Illinois State line to LaCrosse). cago and Great Eastern Ry. j Co., October 30, 1863 (Chi* J cago to LaCrosse). J Consolidated with (2nd) Chicago and Great Eastern Ry. Co., as (3rd)Chicagoand Great Eastern Ry, Co. Janu¬ ary 25, 1865 (Logansport to Chicago). 'Jan. 20, 1853, Cincinnati, Cambridge and Chicago Short Line Ry. Co. (New Castle to f- State line of Ohio). April 11, 1853, Cincinnati, New Castle and Michigan i 4 R. R. Co. (New Castle to Michigan / State line). Consolidated as April 12, 1854, (1st) Cincinnati and Chicago R. R. Co. (Michigan State line to Ohio Stati line). Feb. 16, 1848, New Castle and Richmond R. R.Co. Nairn changed February 26, 1853, to Ci Cincinnati, Logansport and Chicago Ryv' Co. (Richmond to Logansport). Cincinnati and Chicago R.' EL Co. (1st), and Cincinnati, Lbgansport and Chicago Ry. Co. consolidated August 31, 1854, as Cincinnati and Chi¬ cago Railroad Co. (2nd) (Richmond to Logansport, Michigan State line to Ohio State line). Road (Richmond to Logansport) sold and com¬ pany reorganized as Cincin¬ nati and Chicago Air Line R. R. Co., July 10, i860. O rj° s' Em g £ 0 ora Jq >° O g’W 3 O- ^ 5 ' o 3 3»5i up? a 1 S 3 § w V? 2.0 O Cl 0 ' J {J * •°s« o p 3 c o £ 3 C? a- , to O ^ P 3 O- Q 3 ’ o 3 00 p 3^ On p* O »• A) w i z. . C 3 --. *— I Columbus and Indiana Central Railway Company (Columbus to Indianapolis, Bradford to Logansport, Logansport to Effner). Chicago and Great Eastern Railway Company (No. 4) (Richmond to Chicago). Consoli- ( dated February 12, 1868, as the Columbus, Chicago and Indiana Central Railway Co. Road sold and reorganized, ( Portion in Indiana, as Chicago, St. Louis and Pittsburgh R. R. Co., March 14, 1883. Portion in Illinois, as Chicago, St. Louis and Pittsburgh R. R. Co., March 15,1883. Consoli¬ dated April 3, 1884, as Chicago, St. Louis and Pittsburgh R. R. Co. Purchased Kokomo Belt Railroad January 27, 1890. \ JEFFERSONVILLE, MADISON AND INDIANAPOLIS R. R. CO. Chartered. Under Act Jan ? ^7, 1836, Madison and Lafayette Rail¬ road commenced by State of Indiana. By Act Feb. 14^ 1838, road terminated at Indianapolis and called Madison and Indianapolis Railroad. Built by State (Madison to Griffith), 1841. June 20, 1842^ Madison and Indianapolis Railroad •Company (Madison to Indianapolis), reorganized as Mar. 28, 1862,Indianapolis and Madison R. R. Co. ^ (Indianapolis to Louisville, . t j- , Columbus, Ind. to Madison). (Madison to Indianapolis). ■" 7 Feb. 3, 1832, Ohio and Indianapolis R. R. Co. Jan. 20, 1846, Re-incorporated Jan. 15, 1849, Jeffersonville R. R to Edinburg, Ind.). Name changed to ■ . Co. (Jeffersonville^/ 0 A M Mr > M Indianapolis and Madison R. R. Co., and Jeffersonville R. R. Co. consolidated June 5, 1866, as Jeffer¬ sonville, Madison and Indianapolis 1 These roads formed no part of the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company. See page 78 for explanation of the relation of the Cincinnati Western Ry. Co. to these Companies. CORPORATE HISTORY. D CHARTERED. June 8, 1852, Columbus and Shelby R. R. Co. (Columbus, Ind., to Shelbyville, Ind.). Road sold to r f Jeffersonville, Madison and Indianapolis Railroad Company, Nov. 18, 1881. Jan. 15, 1844, Rushville and Shelbyville R. R. Co. (Shelbyville to Rushville). Reorganized as'. Oct. 5, 1859, Shelby and Rush R. R. Co. (Shelbyville to Rushville, Ind.). Road sold April 10, 1882, to the Jeffersonville, Madison and Indianapolis R. R. Co. Oct. 6, i86o^Lake Erie and Pacific R. R. Co. (Rushville to Union City). Jan. 21, 1862) Fremont, Lima and Union R. R. Co. (Union City to Fremont, O.). Consoli- \ dated March 1, 1865, as the Lake Erie and Louisville R. R. Co. (Rushville, Ind., to Fremont, Ohio). Road (Cambridge City to Fremont) sold under foreclosure, July 27, 1871, and sepa¬ rated from Lake Erie and Louisville R. R. Road (Cambridge City to Rush¬ ville) sold to the . Jeffersonville, Madison and Indianapolis R. R. Co., June 26, 1890. Chartered. CINCINNATI AND RICHMOND R. R. CO. Mch. 7, 18=^, Eaton and Hamilton R. R. Co. (No. 1) /(Indiana State line to New River Junc¬ tion). Jan. 19, 1848, Richmond and Miami R. R. Co. (Rich- 1 mond to Indiana State line). Consoli¬ dated with Eaton & Hamilton R. R. Co. \^No. 1) Dec. 1, 1854, as Eaton and Hamil¬ ton R. R. Co. Richmond and Miami R. R., sold under foreclosure, February 12, 1862, and separated from Consolidated Company. Eaton and Hamilton Railroad (Indiana I State line to New River Junction). Sold \uid Company reorganized as May 3,1866, Cincinnati, Richmond and Chicago R.R. Co. (Indiana State line to New River Junction). Jan. 19, 1846, Richmond and Miami R. R. Co. (Rich¬ mond to Indiana State line). Road sold and reorganized as May 27, 1862, Richmond and Miami Ry. Co. (Rich¬ mond to Indiana State line, with branch from Richmond Junction to connect with Dayton and Western R. R.). Dec. 22, 1881, Cincinnati and Richmond R, R. Co. (Hamilton to Rendcomb Junction). V d JJ y X k V s - U AJ Cincinnati, Richmond and Chi¬ cago R. R. Co. Richmond & Miami Railway Co. Cincinnati & Richmond R. R. Co. Consolidated April 2, 1890, as Cincinnati and Richmond R. R. Co. (Richmond to Rendcomb Junction) / ' ' 7 J Under leases originally made to the Pittsburgh, Cincinnati and St. Louis Railway Company, this company operates the Pitts¬ burgh, Wheeling and Kentucky Railroad, Chartiers Railway, Chartiers Connecting Railroad, Little Miami Railroad, Cincinnati Street Connection Railway, Columbus and Xenia Railroad, Day- ton and Western Railroad, Dayton, Xenia and Belpre Railroad (owned jointly by the Little Miami Railroad Company and the Columbus and Xenia Railroad Company) and the Steubenville Extension of the Pennsylvania Railroad. This company also operates at cost the Ohio Connecting Rail¬ way, in accordance with resolutions of the board of directors of 6 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. that company passed December 18, 1890, July 13, 1891, Decem¬ ber 28, 1894, and later; and the Englewood Connecting Railway on similar terms. The company owns the capital stock of the Anderson Belt Railway Company. In 1892 the Pittsburgh, Cincinnati, Chicago and St. Louis Rail¬ way Company and the Pittsburgh and Lake Erie Railroad Com¬ pany purchased the entire capital stock of the Pittsburgh, Char- tiers and Youghiogheny Railway Company, each company own¬ ing one half. The controlling interest in the Union Depot Company, Colum¬ bus, Ohio, is owned jointly with the Cleveland, Cincinnati, Chi¬ cago and St. Louis Railway Company; and in the Indianapolis Union Railway Company jointly with the Terre Haute and In¬ dianapolis Railroad Company and the Cleveland, Cincinnati, Chicago and St. Louis Railway Company. The company receives five-sevenths of the profits and pays five-sevenths of the losses of operating the St. Louis, Vandalia and Terre Haute Railroad, under an agreement dated May 8, 1890, between the Pittsburgh, Cincinnati and St. Louis Railway Company, the Terre Haute and Indianapolis Railroad Company, and the St. Louis, Vandalia and Terre Haute Railroad Company supplementary to agreements of March 11, 1868, between the Terre Haute and Indianapolis Railroad Company, Columbus, Chicago and Indiana Central Railway Company, Steubenville and Indiana Railroad Company, Pan Handle Railway Company and Pennsylvania Railroad Company. The leases, operating arrangements and ownerships above mentioned are more fully described in the corporate history of the respective companies. Under authority of the special act of the Ohio Legislature of April 24, 1896, the Canal Basin at Hamilton, and certain prop¬ erty in Cincinnati that was formerly part of the Miami and Erie Canal were conveyed to the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company by deeds of the state of Ohio dated August 10, 1896; and a lease of another part was executed Au¬ gust 4, 1896, modifying a lease of October 24, 1895. 1 The company uses the road of the Lake Erie and Western Railroad Company between Kokomo and Indianapolis, a dis¬ tance of 55 miles, under an agreement between the Chicago, St. 1 Further reference to this in Volume 4, page 297. CORPORATE HISTORY. 7 Louis and Pittsburgh Railroad Company and the Lake Erie and Western Railroad Company, dated February 14, 1888, paying a rental of $2,000 per month, and its proportion of the cost of maintaining the track based on the total car and engine mileage. This road had previously been so used under agreements of April 20, 1883, and January 23, 1882. 1 The agreement of February 14, 1888, was extended for 10 years, after correspondence of the parties thereto, by resolution of the board of directors of the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Com¬ pany, adopted April 7, 1898. The Cincinnati, Hamilton and Dayton Railway is used be¬ tween Hamilton, Ohio, and New River Junction, Ohio, 1.53 miles, under an agreement dated August 16, 1888, between the Cincin- cinnati, Hamilton and Dayton Railroad Company and the Chi¬ cago, St. Louis and Pittsburgh Railroad Company. CAPITAL STOCK. The capital stock authorized by the articles of consolidation is $75,000,000, in shares of $100 each, of which $30,000,000 is preferred and $45,000,000 common. On January i, 1898, there had been issued $22,669,100 preferred stock, $2,926.37 preferred stock scrip, $24,434,600 common stock and $1,710.56 common stock scrip. • MORTGAGES AND BONDS. Consolidated mortgage, dated October 1, 1890, to the Farm¬ ers Loan and Trust Company, of New York, and William N. Jackson, of Indianapolis, securing $75,000,000 bonds of $1,000 each, to be issued in such different series, and bearing such dates and rates of interest as may be determined by the board of direc¬ tors of the company. Each bond bears endorsement of the Penn¬ sylvania Company guaranteeing payment of principal and inter¬ est. A sinking fund provides one per cent, annually on the entire amount of bonds outstanding for their purchase at or below par, besides the interest on any bonds retired by said sinking fund. If no bonds are offered at this price the one per cent, lapses into the treasury. There were $37,190,000 bonds reserved for the purpose of paying prior sectional bonds. The following bonds to the amount of $32,818,000 have been issued, of which $27,863,000 are outstanding January 1, 1898: 1 See further reference to this contract on page 98. 8 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Series A, dated October i, 1890, payable October 1, 1940, bear¬ ing 4^4 per cent, interest, amount issued $10,000,000, all of which are outstanding. Series B, dated April 1, 1892, payable April 1, 1942, bearing 43/2 per cent, interest; amount issued $10,000,- 000, all of which are outstanding. Series C, dated November 1, 1892, payable November 1, 1942, bearing 4^2 per cent, inter¬ est; amount issued $6,818,000. In the latter part of 1895, $4,818,000 Series C were exchanged for the same amount of Series D 4 per cent, bonds leaving Series C to consist of $2,000,000 bonds, numbered from 20,001 to 22,000. Series D, dated No¬ vember 1, 1895, payable November 1, 1945, bearing 4 per cent, interest; amount issued $6,000,000, of which $137,000 have been retired by the sinking fund, leaving $5,863,000 outstanding. PITTSBURGH, CINCINNATI AND ST. LOUIS RAILWAY COMPANY. The Pittsburgh, Cincinnati and St. Louis Railway Company was formed by consolidation April 20, 1868, of the Pan Handle Railway Company, the Holliday’s Cove Railroad Company ancl the Steubenville and Indiana Railroad Company. The Pan Handle Railway Company was formed by the reorganization of the Pittsburgh and Steubenville Railroad Company. PITTSBURGH AND STEUBENVILLE RAILROAD COMPANY. 1 The Pittsburgh and Steubenville Railroad Company was incor¬ porated and built under the following special acts of the Legisla¬ ture of Pennsylvania: March 24, 1849; ac t °f incorporation. Authorized the con¬ struction of a railroad from a point on the Monongahela river near Pittsburgh, running in the direction of Steubenville, to a point on the Virginia state line, subject to the provisions of the act regulating railroad companies, approved February 19, 1849. April 21, 1852, authorized the extension of the road into Pittsburgh and its connection with the Pennsylvania Railroad. It also authorized connection with any other road at tne Virginia 1 See page 168. CORPORATE HISTORY. 9 state line, the construction of branches in Allegheny and Wash¬ ington counties, and subscription to the capital stock by the city, of Pittsburgh and the boroughs of East Birmingham and South Pittsburgh. February 24, 1853, authorized Allegheny county to subscribe to the capital stock, not exceeding 10,000 shares. April 18, 1853, authorized the company to subscribe to the capital stock of any road intending to connect with its road, or to appropriate money to an amount not exceeding $150,000 for the construction of a connecting road in Virginia. April 20, 1853, authorized the borrowing of money and issue of bonds; and authorized the city of Philadelphia to subscribe to the capital stock. May 2, 1853, authorized the borrowing of money and issue of bonds. March 22, 1854, provided that the rate of interest on bonds of the company should not exceed seven per cent., and author¬ ized their conversion into capital stock. April 26, 1854, authorized the commissioners of Washington county to subscribe, not exceeding $50,000, to the capital stock, to be applied to the construction of the Florence branch as far as might be found necessary, and the entire amount subscribed to be expended in Washington county. No work was done on this branch. May 8, 1854, authorized the city of Pittsburgh to subscribe to the capital stock not exceeding 6,000 shares. March 27, 1855, related to the voting of the stock of Allegheny county at the annual election of officers. March 1, 1859, extended the time for completing the road to August 21, 1869. February 19, 1862, joint resolution, requesting the Virginia Legislature to authorize the construction of the road through a portion of Virginia. Letters Patent were issued by the Governor of Pennsylvania July 22, 1851. The first election of directors was held August 21, 1851. The commencement of work on the road was delayed in the expectation of obtaining a charter from the state of Virginia to extend it across the “Panhandle” of that state, and over the Ohio river to'a connection with the Steubenville and Indiana Railroad. By resolution of the board of directors of June 3, 1852, it was IO PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. decided to prosecute the work to the Virginia state line, and a contract was entered into June 16, 1852, with Manfull, Nichol¬ son and Co., for grading and masonry work on the road to the Virginia state line. As adverse influences from the city of Wheeling prevented the grant of a charter from the state of Virginia, right of way across that state was obtained by private purchase and the con¬ struction of a railroad thereon commenced in August, 1853. This road, reaching the Ohio river on a low grade terminating at a ferry, was completed in February, 1854, and operated for a few years as “The Edgington and Wells Railroad,” from the names of the men who built it for the Pittsburgh and Steubenville Rail¬ road Company, and in whom the company had vested the title to the property as shown below. The road across Virginia was reconstructed by the Western Transportation Company, 1862 to 1864, on a different grade and alignment. The various deeds by which this property in West Virginia was conveyed are as follows: Deeds dated March and April, 1853, of 36 land owners to Tames Means, president of the Steubenville and Indiana Rail¬ road Company. Deed, July 22, 1853, of James Means to Henry Graff, president of the Pittsburgh and Steubenville Railroad Company, in trust for that company. Deed, May 14, 1853, Jesse Edgington to Henry Graff, in trust, conveying about 75 acres of land just east of the Ohio river. Deed, October 20, 1853, Henry Graff to Jesse Edgington and Nathaniel Wells, conveying the entire property conveyed to him by the before mentioned deeds, in consideration of $300,000. Jesse Edgington and Na¬ thaniel Wells executed a mortgage October 29, 1853, to Henry Graff on the property for $300,000 securing the purchase money. On this property Edgington and Wells constructed the railroad above mentioned for the Pittsburgh and Steubenville Railroad Company. Deed, August 19, 1856, Jesse Edgington and Na¬ thaniel Wells and wife to Isaac Jones, president of the Pittsburgh and Steubenville Railroad Company, in trust for that company, in consideration of $100,000, subject to the mortgage for $300,- 000 given by them to Henry Graff. Deed, November 27, 1856, of Isaac Jones, trustee, to Daniel Tyler and Ambrose W. Thomp¬ son, in trust for the Pittsburgh and Steubenville Railroad Com¬ pany, consideration $1.00, subject to certain claims of Isaac Jones CORPORATE HISTORY. II and others. Deed, October 16, 1858, of Daniel Tyler and Am¬ brose W. Thompson to Thomas Seabrooke, trustee. Deed, Sep¬ tember 9, 1874, Thomas Seabrooke, trustee, to the Pittsburgh, Cincinnati and St, Louis Railway Company. None of these right of way deeds are printed in this compilation. Manfull, Nicholson and Company, after doing work to the amount of $692,644.52, having abandoned their contract August 14, 1856, a lease of the road was made May 10, 1856, to John S. King and Ambrose W. Thompson for 20 years from the date thereof, which was approved by the stockholders of the Pitts¬ burgh and Steubenville Railroad Company May 21, 1856, and the board of directors was authorized to make any alterations or modifications giving additional strength and effectiveness to the lease to enable the contractors more speedily to finish the road. Under this lease, as modified by resolutions of the board of directors of the Pittsburgh and Steubenville Railroad Com¬ pany adopted June 18, 1856, and July 29, 1856, and other reso¬ lutions, King and Thompson were to complete the road from Pittsburgh to the Ohio river and build bridges and tracks across the Monongahela and Ohio rivers connecting the Pittsburgh and Steubenville Railroad with the Pennsylvania Railroad and the Steubenville and Indiana Railroad, to pay existing liabilities, and to pay the company 40 per cent, of the gross receipts when the r.oad was in operation. They were to receive $1,500,000 mort¬ gage bonds of the company and $200,000 capital stock. The company agreed to satisfy the mortgage of January 1, 1855, des¬ cribed below, and take up outstanding bonds. Some construc¬ tion was done on the road by King and Thompson, including work on the bridge across the Ohio river at Steubenville, but lack of means to complete this undertaking compelled them, in the latter part of 1857, to assign their lease to the Western Transportation Company, a corporation of Pennsylvania in which the Pennsylvania Railroad Company became the principal stockholder and whose history is given below. The company entered into an agreement December 30, 1857, with the Western Transportation Company for the completion of the road. This agreement was superseded by the agreement of June 3, 1858, under which the Western Transportation Company was to complete the road from Pittsburgh to the east side of the Ohio river opposite Steubenville, in accordance with the lease 12 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. made by the Pittsburgh and Steubenville Railroad Company to Thompson and King except as modified by this agreement. It was also to settle for right of way then unpaid for. It was to receive $1,000,000 first mortgage bonds, which were to be placed in the hands of J. Edgar Thomson, as trustee, and delivered by him to the Western Transportation Company as the work progressed, and also $200,000 capital stock and certain second mortgage and income bonds. The debts created by King and Thompson in the construction of the road were to be paid in second mortgage bonds. It was understood in this agree¬ ment that the Pennsylvania Railroad Company would construct a tunnel and a bridge over the Monongahela river to connect its line with the Pittsburgh and Steubenville Railroad. This agreement was amended by the Pittsburgh and Steuben¬ ville Railroad Company February 1, 1859, and the amendment approved by the Western Transportation Company February 1859. This modification provided for the payment of interest out of the rental on certain securities to be issued by the company to the contractors called “ certified estimates.” The “ certified esti¬ mates ” were to be convertible into income bonds. An arrangement was made by which the first mortgage bonds which had been delivered to King and Thompson under their contract of May 10, 1856, and sold or hypothecated by them* were returned to the company in exchange for second mortgage bonds, and the first mortgage bonds placed in the hands of J. Edgar Thomson, trustee, for delivery to the Western Trans¬ portation Company. Owing to delay in obtaining a satisfactory charter from the Virginia Legislature to build a bridge over the Ohio river, as well as to financial difficulties, work under this contract was not commenced until the latter part of 1862. The road was com¬ pleted by the Western Transportation Company, the portion in West Virginia originally built by Edgington and Wells having been reconstructed, and the bridge across the Ohio river finished; and was opened for operation October 9, 1865. LEASE OF ROAD. The company entered into a lease, December 30, 1857, with the Western Transportation Company, under which that com¬ pany was to equip the road and hold it for 20 years from the CORPORATE HISTORY. 13 date it was completed, the rental to be 40 per cent, of the gross earnings but to be applied by the lessee to the payment of inter¬ est on bonds and stock. CAPITAL STOCK. The capital stock authorized by the act of incorporation of March 24, 1849, was 16,000 shares, to be increased by the stock¬ holders to an amount sufficient to build the road. The stock¬ holders, July 15, 1853, authorized its increase to 30,000 shares, and on May 20, 1856, to 60,000 shares ($3,000,000). The par value of the shares was $50. In accordance with the agreements with King and Thompson and the Western Transportation Com¬ pany for completing the road, capital stock was not to be issued to exceed $1,500,000. The amount of capital stock issued was $1,500,000, of which the city of Pittsburgh and Allegheny county subscribed $1,050,- 000. At the time of the sale of the. road under foreclosure the Pennsylvania Railroad Company held $1,200,000. The interests of the stockholders were extinguished by the sale of the road. MORTGAGES AND BONDS. Mortgage, dated October 1, 1853, to Robert McKnight, John A. Wilson and Robert Woods, trustees, securing $600,000 bonds, payable January 1, 1884, bearing 6 per cent, interest. This mortgage was recorded in Allegheny and Washington coun¬ ties, Pennsylvania, and the bonds were executed, but none of them were issued, and the mortgage was satisfied of record in May, 1854. Mortgage dated January 1, 1855, to J. Edgar Thomson, John Graham and Reuben Miller, Jr., securing $800,000 bonds of $1,000 each, dated January 1, 1855, payable January 1, 1865, bearing 7 per cent, interest. There were issued $671,000, most of which were hypothecated. In accordance with the contract of May 10, 1856, with King and Thompson, all these bonds were taken up. The trustees executed a release of this mortgage Jan¬ uary 15, 1857, which was duly recorded in Allegheny and Wash¬ ington counties. First mortgage dated August 1, 1856, to Thomas McElrath, securing $1,000,000 bonds of $1,000 each, dated August 1, 1856, payable August 1, 1881, bearing 7 per cent, interest. All of 14 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. these bonds were issued. A large number of them were first issued to King and Thompson under their contract of May io, 1856, but on the assignment of that contract to the Western Transportation Company, an arrangement was made by the Pitts¬ burgh and Steubenville Railroad Company whereby they were returned in exchange for second mortgage bonds and delivered to the Western Transportation Company in accordance with agreement of June 3, 1858. This mortgage was foreclosed and the road sold November 6, 1867, for $1,960,000, to W. J. How¬ ard, representing the first mortgage bondholders. Settlement was made by the Pittsburgh, Cincinnati and St. Louis Railway Company with the holders of these bonds, most of them being exchanged for its own first mortgage bonds. About one-half of them were owned by the Pennsylvania Railroad Company and Western Transportation Company. Second mortgage, dated August 1, 1856, to Ambrose W. Thompson and Daniel Tyler, securing $500,000 bonds dated August 1, 1856, payable August 1, 1881, bearing 7 per cent, in¬ terest, $350,000 of them being for $1,000 each; $125,000 for $500 each and $25,000 for $100 each, all of which were issued. The Pennsylvania Railroad Company and the Western Transportation Company owned $448,000 of these bonds, at the time of foreclos- ure of the first mortgage. Income bonds. In accordance with the contract of June 3, 1858, with the Western Transportation Company there were $400,000 income bonds dated August 1, 1862, payable August i r 1877, bearing 6 per cent, interest, issued to that company, besides other securities. This contract also provided that in case the cost of completing the road exceeded $750,000, income bonds would be issued at par for the additional cost, under which arrangement there was due the Western Transportation Com¬ pany $1,020,000 income bonds in addition to the $400,000 issued. SALE OF ROAD. The company having defaulted in the payment of interest on its first mortgage bonds, foreclosure proceedings were commenced by Thomas McElrath, trustee, in the Supreme Court of Pennsyl¬ vania, Western District, October and November terms, 1865, which were transferred to the Eastern District January 16, 1866 CORPORATE HISTORY. 15 A decree of sale 1 was entered May 29, 1867, for the sale of the road from Pittsburgh to the Ohio river, the court holding that the part of the road in West Virginia was covered by the mort¬ gage, by force of its terms and intent. The road was sold November 6, 1867, by Thomas McElrath, trustee, to W. J. Howard, representing the first mortgage bondholders, for $1,960,000. The terms of sale were that $25,000 should be paid in cash, and that first mortgage bonds and coupons would be received as cash in the payment of the balance of the purchase money. The amount of unpaid coupons with interest to January 10, 1867, was $865,234.06. A decree of confirmation of sale was entered November 20, 1867. 1 In accordance with a petition of the purchaser a further decree was entered December 7, 1867, ordering a deed to be executed, and the road was conveyed to W. J. Howard by deed of Thomas McElrath, dated December 7, 1867. The Pennsylvania Railroad Company was the holder of most of the securities of the Pittsburgh and Steubenville Railroad Company, and after its sale it was reorganized under the name of the Pan Handle Railway Company. WESTERN TRANSPORTATION COMPANY. 5 The Western Transportation Company was incorporated by special act of the Pennsylvania Legislature, approved March 15, 1856, subject to the act approved February 19, 1849, regulating railroad companies, to lease, finish, equip and operate the Pitts¬ burgh and Steubenville Railroad. By act of April 21, 1858, it was authorized to lease, finish, equip and operate railroads con¬ necting with the Pittsburgh and Steubenville Railroad Company directly or by means of other roads. The acts approved April 2, 1859, and May 1, 1861, authorized increases of capital stock and the issue of bonds in the manner prescribed. The act approved June 21, 1865, extended to the Western Transportation Com¬ pany the rights and privileges conferred on railroad companies by “ An Act relating to certain corporations,approved April 23, 1861. The act approved April 17, 1866, authorized'the execution of a mortgage upon the property of the company acquired or to be acquired. 1 Decrees of sale and confirmation of sale recited in deed of Thomas McElrath to William J. Howard, page 209. 2 See page 196. 1 6 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. The company completed the construction of the Pittsburgh and Steubenville Railroad from Pittsburgh to the Ohio river in ac¬ cordance with contract of June 3, 1858, and under date of De¬ cember 30, 1857, leased the road for a period of 20 years from the date of its completion. They obtained a charter from the state of Virginia under the name of the Holliday’s Cove Railroad Com¬ pany, for constructing a railroad across the “ Panhandle ” of that state and a bridge over the Ohio river, and were the owners of the capital stock of that company. They organized the Wheel¬ ing Railroad Bridge Company, owned its capital stock, and after¬ ward disposed of it in accordance with the acts incorporating the Holliday’s Cove Railroad Company. In constructing the bridge over the Ohio river at Steubenville, they purchased the right of way between the west bank of the Ohio river and the depot in Steubenville and constructed thereon a railroad, which was afterward conveyed to the Steubenville and Indiana Railroad Company. These matters are more fully referred to in the sketches of cor¬ porate history of the companies named. The company was dissolved in 1868. CAPITAL STOCK. The capital stock authorized by the act of incorporation of March 15, 1856, was $300,000, in shares of $1,000 each, to be in¬ creased to $600,000 from time to time as might be determined by the company. By act of April- 2, 1859, authority was given to increase it to $1,200,000. There was issued about $950,000, the Pennsylvania Railroad Company being the principal stockholder. MORTGAGES AND BONDS. First mortgage dated November 1, 1867, to William J. How¬ ard, trustee, securing $1,200,000 bonds of $20,000 each, dated November 1, 1867, payable November 1, 1877, bearing 6 per cent, interest. This mortgage covered the property, rights and franchises of the company, including the lease of the Pittsburgh and Steubenville Railroad. There were $1,060,000 bonds issued, all of which were owned by the Pennsylvania Railroad Company. In June, 1868, the Western Transportation Company sold all of its equipment to the Pittsburgh, Cincinnati and St. Louis Rail¬ way Company for $1,000,000 of the first mortgage bonds of that company, which were delivered to the Pennsylvania Railroad CORPORATE HISTORY. 1 7 Company in full payment of the $1,060,000 Western Transporta¬ tion Company’s bonds, which were then cancelled. This mort¬ gage was executed as a provisional mortgage to be used if nec¬ essary as a prior lien on the portion of road in West Virginia involved in a suit instituted by George M. Chapman, a con¬ tractor; and the mortgage and the release thereof were placed in the hands of counsel for the Pittsburgh, Cincinnati and St. Louis Railway Company, to be used as he might deem best. W. J. Ploward, trustee, executed a release of the mortgage April 18, 1878, which was recorded in Allegheny and Washington counties, Pa., and in Hancock and Brooke counties, W. Ya., in August, 1897. The entire issue of bonds was destroyed by burning to ashes October 6, 1897. PAN HANDLE RAILWAY COMPANY. 1 This company was formed by reorganization of the Pittsburgh and Steubenville Railroad Company under the general law of Pennsylvania of April 8, 1861, entitled “ An Act concerning the sale of railroads, canals, turnpikes, bridges and plank roads.” This act constituted the person or persons for or on whose ac¬ count a railroad might be purchased, a body politic and corpo¬ rate, etc. Consequently, under the provisions of this act no conveyance of the Pittsburgh and Steubenville Railroad was made to the Pan Handle Railway Company by its purchaser under foreclosure. 2 The first election for directors was held December 28, 1867. A certificate of incorporation was executed January 14, 1868, and filed in the office of the Secretary of the Commonwealth of Penn¬ sylvania January 15, 1868. The special act of March 23, 1868, authorized the consolidation of the company into the Pittsburgh, Cincinnati and St. Louis Railway Company. It was consoli¬ dated with the Steubenville and Indiana Railroad Company and the Holliday’s Cove Railroad Company under the name of the Pittsburgh, Cincinnati and St. Louis Railway Company, April 20, 1868. CAPITAL STOCK. The capital stock authorized in the certificate of incorporation was $4,400,000 in shares of $50 each, of which $1,000,000 was first 1 See page 206. 2 The purchaser, W. J. Howard, made a deed of this property to the Pittsburgh, Cincinnati and St. Louis Railway Company. See page 314. 2 l8 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. preferred 7 per cent, stock, $2,400,000 second preferred 8 per cent, stock, which the company reserved the right to redeem at par at its option at any time within five years, and $1,000,000 common stock, all of which was issued. A resolution of the board of directors, December 28, 1867, authorized the $2,400,000 second preferred stock to be exchanged for $2,400,000 first mortgage bonds, and the stock held for can¬ cellation. In the consolidation of the company into the Pitts¬ burgh, Cincinnati and St. Louis Railway Company the first pre¬ ferred stock was exchanged for first preferred stock of the new company share for share, and the common stock at the rate of two shares for one of the new company. The second preferred stock of the company was merged into the capital stock of the new company and no stock of that company was issued in ex¬ change therefor. MORTGAGES AND BONDS. First mortgage, dated February 1, 1868, to Thomas T. Firth, trustee, securing $3,500,000 bonds, of which $3,000,000, num¬ bered from 1 to 30, were for $100,000 each, and $500,000 num¬ bered from 31 to 530 for $1,000 each, dated February 1, 1868, payable February 1, 1898, bearing 7 per cent, interest. There were issued $2,400,000 of the $100,000 bonds. They were ex¬ changed for Pittsburgh, Cincinnati and St. Louis Railway Com¬ pany’s first mortgage bonds, and were destroyed by burning July 18, 1876. The mortgage was satisfied of record in Alle¬ gheny county, Pennsylvania, and Brooke county, West Virginia, July 21, 1876, and in Washington county, Pennsylvania, and Hancock county, West Virginia, in November, 1880. HOLLIDAY’S COVE RAILROAD COMPANY. 1 The Holliday’s Cove Railroad Company was incorporated by special act of the Virginia Legislature March 30, i860, to con¬ struct a railroad from the Pennsylvania line to or near the city of Steubenville, and a bridge across the Ohio river. This act authorized the purchase or lease of any railroad or bridge pre¬ viously constructed on this route. The act also provided that before the opening of the road and bridge there should be ready for use a road extending from Pitts- 1 See page 227. CORPORATE HISTORY. 19 burgh to Wheeling via the Chartiers Valley and the Hempfield railroads or via the Pittsburgh and Steubenville and the Holli¬ day’s Cove railroads, and also a bridge over the Ohio river at Wheeling, the charter for the Wheeling bridge to be obtained at that session of the Legislature, and its erection to progress at an equal pace with the bridge across the river at Steubenville. The Legislature of West Virginia passed an act January 19, 1863, repealing sections 7, 8, 9, 10, 11, 12 and 13 of the act' of March 30, i860, thus removing the obligations of the company to provide a bridge at Wheeling and a railroad to that point. It authorized the transfer of the capital stock of the Wheeling Rail¬ road Bridge Company, which had been organized in pursuance of the act of March 30, i860, as is shown in the sketch of corpo¬ rate history of that company given below. It also authorized the construction of a branch railroad from the eastern side of the Ohio river via Wellsburg to Wheeling, but nothing was done under this authority. The first election for directors was held May 26, i860. As will be seen in the history of the Pittsburgh and Steuben¬ ville Railroad Company, the railroad from the Pennsylvania state line through West Virginia to the east bank of the Ohio river was constructed and owned by the Pittsburgh and Steubenville Railroad Company, the right of way having been acquired by pri¬ vate purchase, and a contract for completing the road entered into with the Western Transportation Company June 3, 1858. This portion of the road was not subsequently conveyed to the Holliday’s Cove Railroad Company. The conditions above described, which had been imposed by the act of March 30, i860, for the benefit of the city of Wheeling, having been removed by the act of the West Virginia Legislature of January 19, 1863, an agreement was entered into January 23, 1863, with George W. McCook for the construction of the bridge over the Ohio river and its lease for 999 years, the consideration for constructing the bridge being $300,000 first mortgage bonds of the company. The act of Congress approved July 14, 1862, authorized the construction of the bridge. The Ohio Legisla¬ ture had passed an act March 12, 1849, and a joint resolution February 25, 1852, authorizing the construction by the Steuben¬ ville and Indiana Railroad Company of a bridge over the Ohio river. Under the agreement of January 23, 1863, with George W. 20 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. McCook the bridge was constructed, and opened for operati* in the latter part of 1865. There was also constructed at t same time, as an extension of the Steubenville and Indiana Ra road, the portion of road between the west end of the bridge ai the depot in Steubenville which was afterward conveyed to t Steubenville and Indiana Railroad Company by deed of Geor; W. McCook, trustee, dated November 1, 1867. The agreeme and lease of January 23, 1863, and an agreement of July 23, i8( between the Holliday’s Cove Railroad Company, the Pennsylv nia Railroad Company and George W. McCook relative to tl application of the revenue of the bridge, were assigned by Geor; W. McCook under date of December 24, 1866, to J. Edg Thomson, trustee, for the Pennsylvania Railroad Company. 1 an agreement dated October 1, 1875, between the Pennsylvan Railroad Company, Pennsylvania Company, Pittsburgh, Cinci nati and St. Louis Railway Company, and George B. Roberl trustee, the lease and agreement between the Holliday’s Co Railroad Company and George W. McCook and the agreeme of July 23, 1866, above referred to, together with the assignme of these agreements to J. Edgar Thomson, trustee, were ca| celled, and the Steubenville bridge became the property of t Pittsburgh, Cincinnati and St. Louis Railway Company subjd to the terms of the agreement of October 1, 1875. CAPITAL STOCK. The capital stock authorized by the act of incorporation March 30, i860, was $300,000, in shares of $50 each. The act February 27, 1867, authorized its increase to $1,500,000. Oni $300,000 was issued, all of which was held by the Western Tran: portation Company and afterward by the Pennsylvania Railrojl Company. In the consolidation of the company into the Pittj burgh, Cincinnati and St. Louis Railway Company April 2 1868, the capital stock, by the terms of the articles of consolid tion, was merged into the capital stock of the new company ai no stock issued in exchange therefor. The $300,000 capital stock of this company was transferred I the Pennsylvania Railroad Company to the Pennsylvania Cor pany April 1, 1871. MORTGAGES AND BONDS. First mortgage, dated February 2, 1863, to J. Edgar Thomsq trustee, securing $300,000 bonds, of $1,000 each, dated Februa 1 CORPORATE HISTORY. 21 2, 1863, payable February 1, 1893, bearing 6 per cent, interest, all of which were issued. This mortgage covered the bridge over the Ohio river and approaches, the income and tolls of the bridge and the franchises of the company. The bonds were called the “ Steubenville Bridge Bonds.” They were paid at ma¬ turity and destroyed. W. H. Barnes, trustee, executed a release of the mortgage, May 17, 1893, which was recorded in Jefferson county, Ohio, May 23, 1893, and in Brooke county, West Vir¬ ginia, May 26, 1893. Second mortgage, dated July 23, 1866, to J. Edgar Thomson, trustee, securing $400,000 bonds, of $1,000 each, dated April 2, 1866, payable April 2, 1896, bearing 7 per cent, interest; all of which were issued. The mortgage covered the bridge over the Ohio river and its approaches, the income and tolls of the bridge, and the franchises of the company. The bonds were called “ Steubenville Bridge Bonds." These bonds were all owned by the Pennsylvania Railroad Company, and were retired by means of the proceeds of the rental of the briuge, in accordance with the agreement dated July 23, 1866, between the Holliday’s Cove Railroad Company, Pennsylvania Railroad Company and George W. McCook. These bonds were all destroyed and W. H. Barnes, trustee, executed a release of the mortgage, May 3, 1888, which was recorded in Brooke county, West Virginia, May 5, 1888, and in Jefferson county, Ohio, May 7, 1888. WHEELING RAILROAD BRIDGE COMPANY. 1 In accordance with the act of incorporation of the Holliday’s Cove Railroad Company of March 30, i860, requiring a charter to be obtained for a bridge over the Ohio river at Wheeling, a charter was obtained for the Wheeling Railroad Bridge Company from the Virginia legislature. It was incorporated by special act of the Virginia legislature March 31, i860, to construct a bridge over the Ohio river at Wheeling. The minimum amount of capital stock was fixed at $200,000, in shares of $100 each. The company was duly organized, the Western Transportation Company subscribing for $180,000 of its capital stock, which was the entire amount subscribed. The sec¬ tions of the act of March 30, i860, requiring the construction of this bridge by the Holliday’s Cove Railroad Company were re- 1 See page 238. 22 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. pealed by the act of the West Virginia legislature of June 19, 1863, which further authorized the Western Transportation Com¬ pany to transfer all its rights and interest in the Wheeling Rail¬ road Bridge Company and the capital stock of that company to Sobieski Brady and Thomas Sweeney, which transfer was ac¬ cordingly made. p STEUBENVILLE AND INDIANA RAILROAD COMPANY. 1 The Steubenville and Indiana Railroad Company was incor¬ porated by special act of the Ohio legislature, approved Febru¬ ary 24, 1848, subject to the provisions of the act regulating rail¬ road companies passed February 11, 1848, to construct a rail¬ road from Steubenville, Ohio, via Connotton or Stillwater creeks to Mt. Vernon, Ohio; thence by the most eligible route to the Indiana state line at any point between Wilshire and Fort Re¬ covery. The act approved March 12, 1849, authorized the building of a branch railroad from Coshocton to Columbus, Ohio, via Newark or Mt. Vernon, and the construction with the consent of the Virginia legislature of a bridge over the Ohio river at Steubenville. It also authorized the company to con¬ nect its road by agreement with any other railroad, and author¬ ized certain counties to subscribe to the capital stock. The acts approved March 21, 1850, and January 16, 1851, regu¬ lated the subscription of towns and counties to the capital stock. Joint resolutions were passed by the Ohio legislature Febru¬ ary 25, 1852, and January 28, 1862, requesting the Virginia legislature to authorize the construction by the Steubenville and Indiana Railroad Company of a bridge across the Ohio river. The first election for directors was held March 6, 1850. The road was opened for operation from the depot in Steubenville to Newark, Ohio, April 11, 1855. The portion of road between the depot in Steubenville and the Ohio river was constructed in 1865 by the Western Transportation Company, at the time the bridge over the river was built. This property was conveyed by deed dated November 1, 1867, of George W. McCook, trustee for the Western Transportation Company, and a mortgage for $61,000, the amount of the purchase money, delivered to that company. This mortgage is described below. 1 See page 242. CORPORATE HISTORY. 23 The Cadiz branch was built by the company under the pro¬ visions of the general law of Ohio passed February 11, 1848, which authorized railroads to construct branches to any point in the counties through which they passed. It was constructed in accordance with an agreement with the trustees of Cadiz town¬ ship dated June 17, 1852, whereby in consideration of the trustees having delivered $100,000 of the bonds of the township, and further agreeing to procure subscriptions to the capital stock amounting to $30,000, and procuring releases for right of way, or additional stock and subscriptions sufficient to cover the dam¬ ages assessed in obtaining the right of way, the company was to build a branch railroad from a point in Harrison county to or near Cadiz, to be operated in accordance with the terms of the contract. This branch was opened for operation in 1855. COLUMBUS AND NEWARK DIVISION. During 1852 and 1853 surveys were made for the extension of the Steubenville and Indiana Railroad from Newark to Colum¬ bus by way of Granville. Rights of way were procured and preparations were made for letting the work, but no construction was done and the project of building an independent line was finally abandoned. Thereupon, a contract was made April 17, 1857, with the Central Ohio Railroad Company for the use of its road from Newark to Columbus, and a connection was made at Newark. Funds for the purchase of the right of way of this connection were advanced by the Columbus and Xenia Railroad Company, and the titles thereto were taken in the name of that company, and in 1871 transferred to the Pittsburgh, Cincinnati and St. Louis Railway Company. An agreement was made March 14, 1864, between the Central Ohio Railroad Company and the Steubenville and Indiana Railroad Company in accord¬ ance with which the undivided one-half of the road between Newark and Columbus was sold to the Steubenville and Indiana Railroad Company. The sale was confirmed by decree of the United States Circuit Court for the Southern District of Ohio at its June term, 1864,The Central Ohio Railroad being in the hands of a receiver appointed by that court, in which also foreclosure proceedings were pending. A deed was executed August 31, 1 Order confirming sale recited in deed of August 31, 1864, page 257. 24 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. 1864, by the Central Ohio Railroad Company and H. J. Jewett, receiver, conveying an undivided one-half of this property free from all incumbrances to the Steubenville and Indiana Railroad Company for $775,000. This sale was made under the pro¬ visions of the act of the Ohio legislature of April 7, 1863. An agreement was entered into with the Central Ohio Railroad Com¬ pany in January, 1865, for the operation and maintenance of the Columbus and Newark Division as contemplated in the deed of August 31, 1864. In 1882 the Baltimore and Ohio Railroad Company, lessee of the Central Ohio Railroad, made application to the courts to have the entire property placed under their con¬ trol, which was done so far as the running of trams and mainte¬ nance of the road was concerned. The Pittsburgh, Cincinnati and St. Louis Railway Company, into which the Steubenville and Indiana Railroad Company had been consolidated, brought suit for a partition of the property, which was denied by the Ohio Supreme Court. In 1883 an arrangement w r as made between the two companies for the operation and maintenance of the Columbus and Newark Division. The Central Ohio Railroad Company was incorporated by special act of the Ohio legislature passed February 8, 1847,. amended by acts passed March 8, 1849, an d March 20, 1850, to build a railroad from Columbus through Newark and Zanesville to the Ohio river. Nine other special acts relating to subscrip¬ tions to the capital stock by counties and towns were passed in 1848, 1849, 1850 and 1851. 1 The Central Ohio Railroad Company placed the following mortgages upon its railroad: Mortgage, dated January 21, 1851,. to George S. Coe, on the road between Columbus, Ohio, and Zanesville, Ohio, securing $450,000 bonds, payable February 1^ 1861; mortgage dated April 21, 1852, to George S. Coe, on the road between Zanesville and a point opposite Wheeling, W. Va., securing $800,000 bonds, payable May 1, 1864; mortgage dated August 22, 1853, to George S. Coe, on the entire line between Columbus, Ohio, and a point opposite Wheeling, W. Va., secur¬ ing $800,000 bonds, payable September 1, 1865; mortgage dated October 20, 1855* to George S. Coe, supplemental*}" to the above mortgages, and executed to further secure the payment of bonds. 1 The first three acts are printed. The nine special acts are omitted. CORPORATE HISTORY. 25 issued under those mortgages; mortgage dated April 22, 1856, to Richard Stilwell, on the entire road between Columbus and a point opposite Wheeling, securing $2,000,000 bonds, payable July 1, 1876. 1 Proceedings for the foreclosure of these mortgages were in¬ stituted in the United States Circuit Court for the Southern Dis¬ trict of Ohio, and by agreement of the parties a decree of fore¬ closure of the fourth mortgage of April 22, 1856, to Richard Stil¬ well, was entered January 4, 1865. The road, except the undi¬ vided one-half between Newark and Columbus, was ordered to be sold, subject to the lien of the first and second mortgages. The third mortgage bonds had been retired by the proceeds of the sale, during the pendency of these proceedings, of the undi¬ vided one-half of the road between Newark and Columbus, to the Steubenville and Indiana Railroad Company. The road was sold March 28, 1865, its sale was confirmed November 10, 1865, and it was, with the exception of the undivided one-half of the portion between Columbus and Newark, conveyed by deed of January 29, 1866, to the “ Central Ohio Railroad Company, as reorganized,” which company had been organized by the pur¬ chasers in pursuance of a plan of reorganization entered into by the stockholders and creditors of the old company. % RECEIVERSHIP. The company being unable to meet its liabilities, a petition was filed in the common pleas court of Harrison county, Ohio, praying for the appointment of a receiver. Accordingly, Thomas L. Jewett was appointed by decree of the court, September 2, 1859, an d the road was operated by him until May 1, 1868. On October 1, 1865, the receiver concluded arrangements with the Western Transportation Company, lessee of the Pittsburgh and Steubenville Railroad Company, and with the Holliday’s Cove Railroad Company and the Pennsylvania Railroad Company for operating the entire line, from Pittsburgh to Columbus, as the “ Pittsburgh, Columbus and Cincinnati Railroad Company.” 2 and it was so operated until the consolidation of the companies as the Pittsburgh, Cincinnati and St. Louis Railway Company. The accounts of the receivership were settled and the receiver was 1 These mortgages are not printed in this work, as the road was con¬ veyed free from all incumbrances. 2 This was simply an operating title. 26 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. formally discharged at the October term, 1870, of the Harrison county common pleas court. In 1863 foreclosure proceedings were instituted in the Harri¬ son county common pleas court by Robert Garrett and the Pennsylvania Railroad Company under which an order of sale was entered January 6, 1864. 1 The road was sold February 27, 1864, to J. Edgar Thomson, Henry M. Alexander and George W. McCook for $1,908,889, but pending a confirmation of the sale a plan for the adjustment of the liabilities without a sale of the road was entered into by the creditors and stockholders in April, 1864. This plan, which is referred to more fully below under “ Capital Stock ” and “ Mortgages and Bonds,” was sub¬ stantially carried out, and the road remained in the hands of the receiver, its sale not being confirmed. The company was consolidated with the Pan Handle Railway Company and the Holliday’s Cove Railroad Company April 20, 1868, under the name of the Pittsburgh, Cincinnati and St. Louis Railway Company. CAPITAL STOCK. The capital stock authorized by the act of incorporation of February 24, 1848, was $3,000,000, in shares of $50 each. Of this amount there was $2,000,000 issued. ‘In accordance with an agreement of November 14, 1863, between Robert Garrett and Sons, J. Edgar Thomson and the Steubenville and Indiana Rail¬ road Company and in conformity to the plan of reorganization of the affairs of the company without a sale of the road which was approved by the stockholders April 9, 1864, and by the board of directors April 11, 1864, the stockholders surrendered one-half of their stock in payment of certain coupons of the first and second mortgage bonds, and new certificates of stock were issued accordingly. A certificate of increase of capital stock in the amount of $2,500,000 preferred was filed in the office of the auditor of state of Ohio, December 26, 1867, under the authority of the general law of Ohio approved March 29, 1856, entitled “An act to en¬ able railroad companies to fund their floating debts.” There was issued $1,450,950 of this stock, called first preferred stock. The total amount of capital stock issued was $3,450,950 of which $2,000,000 was common and $1,450,950 first preferred. 1 See court proceedings, page 250. CORPORATE HISTORY. 27 In the consolidation of the company into the Pittsburgh, Cin¬ cinnati and St. Louis Railway Company April 20, 1868, holders of the first preferred stock and of the common stock were en¬ titled to an equal number of shares of stock of the same kind in the new company. There is outstanding January 1, 1898, of the original common stock $76,950, which is convertible at 50 per cent, of its par value, into reorganized common stock, and $26,- 856.10 reorganized common stock and scrip. There is a small amount of original common stock scrip not recognized by the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company. The amount of first preferred stock outstanding is $2,950. MORTGAGES AND BONDS. Original first mortgage, dated September 7, 1852, to Jeremiah Wilbur and Henry M. Alexander, securing $1,500,000 bonds, of $1,000 each, dated October 1, 1852, payable July 1, 1865, bear- ing 7 per cent, interest; all of which were issued. Default was made in the payment of interest on these bonds on July 1, 1857, and the mortgage was foreclosed as above shown; but in accord¬ ance with the agreement of November 14, 1863, and with the plan of reorganization above mentioned, the first mortgage bonds, and 3^2 years’ coupons were to be exchanged for new first mortgage 6 per cent, bonds, dated January 1, 1864, and the remainder of the unpaid coupons exchanged for capital stock at the rate of $2 of coupons for $1 of stock, and nearly all of them were so ex¬ changed. The Pittsburgh, Cincinnati and St. Louis Railway Company retired the last $3,000 of'them outstanding. The bonds were all destroyed and all the coupons, except 2,269 for $35 each, May 12, 1880. Henry M. Alexander, surviving trustee, Septem¬ ber 16, 1880, executed a release of the mortgage, except as to these 2,269 coupons, which was duly recorded in the several counties. Original second mortgage, dated October 4, 1853, to Jeremiah Wilbur and Henry M. Alexander, securing $900,000 bonds of $1,000 each, dated November 1, 1853, payable October 1, 1866, bearing 7 per cent, interest; all of which were issued. On $500,- 000 of these bonds, numbered from 1 to 500, the Pennsylvania Railroad Company endorsed a guaranty of payment, dated March 2, 1854, the Steubenville and Indiana Railroad Company deliv¬ ering them a certificate of stock for $500,000 as collateral security, and executing a penal bond of $1,000,000 for the faithful payment 28 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. of the principal and interest of the bonds so endorsed. Of the remaining $400,000 Robert Garrett and Sons held $380,000 as collateral security for advances made by them. In accordance with the plan of reorganization these bonds were to be exchanged for first mortgage bonds, dated January 1, 1864, and almost all of them were so exchanged. The Pittsburgh, Cincinnati and St. Louis Railway Company retired the last $19,000 of them. These bonds and coupons were all destroyed May 12, 1880, and the mortgage was cancelled of record in the various counties in Oc¬ tober, November and December, 1880. Supplementary mortgage, dated April 7, 1855, to Jeremiah Wilbur and Henry M. Alexander, supplementary to mortgages of September 7, 1852, and October 4, 1853, and conveying prop¬ erty acquired subsequent to the dates of those mortgages. Original third mortgage, dated February 15, 1856, to Martin Andrews and Stuart B. Shotwell, securing $600,000 bonds, $300,000 of which were for $500 each, and $300,000 for $1,000 each, payable February 15, 1870, bearing 7 per cent, interest, all of which were issued. This mortgage was a first lien on the Cadiz branch, and a third lien on the rest of the road. It was made for the purpose of retiring the income bonds and float¬ ing debt and for completing and equipping the road. The plan of reorganization, provided for the exchange of these bonds for new second mortgage bonds, dated April 1, 1864; and most of them were so exchanged. The last of these bonds out¬ standing were retired by the Pittsburgh, Cincinnati and St. Louis Railway Company. The mortgage was satisfied of record in the several counties in April, May and June, 1898, prolonged litiga¬ tion in regard to the compensation of one of the trustees having delayed its cancellation. Income bonds, not secured by mortgage, of the denomination of $25, $50, $100, $500 and $1,000, were issued from time to time,, amounting in the aggregate to $419,640, the first issued dated January 10, 1854, all of which have been retired and cancelled except $2,825, viz.: 2 of $500 each, 8 of $100 each, 12 of $50 each and 17 of $25 each. Reorganized first mortgage, dated April 14, 1864, to J. Edgar Thomson, H. M. Alexander and Jeremiah Wilbur, trustees, se¬ curing $3,000,000 bonds of $1,000 each, dated January 1, 1864, payable January 1, 1884, bearing 6 per cent, interest. They are in 12 series lettered from A to L inclusive, each series comprising CORPORATE HISTORY. 2Q 2 50 bonds, numbered from 1 to 250 inclusive. All of these bonds were issued, as above shown, in accordance with the plan of re¬ organization, for the purpose of adjusting the old first and second mortgage debt. At the maturity of these bonds, January 1, 1884, they were extended by endorsement on each bond as registered bonds for 30 years, the rate of interest being reduced to 5 per cent., and they are now payable January 1, 1914. After the death of Messrs. Thomson and Wilbur, Messrs. J. T. Brooks and John Scott were appointed trustees to fill the vacancies by Mr. H. M. Alexander, December 31, 1880. Mr. Scott died in 1896. Reorganized second mortgage, dated April 19, 1864, to J. Ed¬ gar Thomson, H. M. Alexander and Jeremiah Wilbur, trustees, securing $1,500,000 bonds of $1,000 each, dated April 1, 1864, payable April 1, 1894, bearing 6 per cent, interest, of which $1,055,000 were issued. They were in 12 series, lettered from A to L inclusive, each series comprising 125 bonds, numbered from 1 to 125 inclusive. There was also $7,310.90 issued in scrip certificates. These bonds were issued in accordance with the nlan of reorganization, for the purpose of absorbing the old third mortgage and income bonds and other debts of the com¬ pany. The Steubenville and Indiana Railway Company retired $177,000 of these bonds and the Pittsburgh, Cincinnati and St. Louis Railway Company redeemed the rest with $376,500 pre¬ ferred stock, $471,095.66 first mortgage bonds, and balance in cash and other securities. All of these bonds, and all but 79 of the coupons, were destroyed January 17, 1882. Henry M. Alex¬ ander, surviving trustee, executed- a release of the mortgage Au¬ gust 24, 1880. The mortgage was cancelled of record in the various counties in December, 1880. Columbus and Newark Division mortgage, dated August 31, 1864, to J. Edgar Thomson, trustee, securing $775,000 bonds, of $1,000 each, dated September 1, 1864, payable January 1, 1890. This mortgage was given to provide the purchase money for the undivided one-half of the railroad of the Central Ohio Railroad Company between New r ark and Columbus, and was the first mort¬ gage on that portion of road and the third mortgage oij the road between Steubenville and Newark. The entire $775,000 bonds was issued, of which $641,000 were exchanged for Pittsburgh, Cincinnati and St. Louis Railway Company’s consolidated mort¬ gage bonds, dated August 1, 1868, and $134,000 were paid at maturity. These bonds were all but one destroyed in 1890 and 30 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. 1891. The mortgage was satisfied of record in Franklin and Licking counties, Ohio, in April, 1891, the only counties in which the mortgage was recorded. A bond of indemnity was executed April 15, 1891, to George B. Roberts, trustee, covering bond No. 68 and 9 coupons still outstanding. Mortgage, November 1, 1867, to the Western Transportation Company, to secure the payment of a bond dated November 18,. 1867, payable January 1, 1880, for $61,000, the amount of the purchase money for the property between the depot in Steuben¬ ville and the Ohio river, with the railroad constructed thereon, which was conveyed to the Steubenville and Indiana Railroad Company by deed of George W. McCook, trustee, dated No¬ vember 1, 1867. The Western Transportation Company assigned this mortgage to the Pennsylvania Railroad Company November 18, 1867, who assigned it to the Pittsburgh, Cincinnati and St. Louis Railway Company December 14, 1871. The mortgage was paid off in December, 1871. A release of the mortgage was executed by the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company January 28, 1898, which was recorded in Jef¬ ferson county, Ohio, February 4, 1898. PITTSBURGH, CINCINNATI AND ST. LOUIS RAILWAY COMPANY. 1 This company was formed by the consolidation of the Pan Handle Railway Company, the Holliday’s Cove Railroad Com¬ pany and the Steubenville and Indiana Railroad Company under the authority of the general laws of Ohio and Pennsylvania, the special act of the Pennsylvania legislature approved March 23, 1868, and the special act of the legislature of West Virginia, passed July 21, 1868. Articles of consolidation were executed March 17, 1868, duly ratified by the stockholders and filed in the offices of the Secretary of State of Ohio May 11, 1868, Pennsylvania and West Virginia May 14, 1868. The stockholders, by resolu¬ tion of September 2, 1868, accepted the provisions of the act of the Pennsylvania legislature approved April 4, 1868, relating to railroad companies and common carriers, defining their liabili¬ ties and authorizing them to provide means of indemnity against loss of life and personal injuries, and filed a copy of the resolu¬ tion in the office of the secretary of the commonwealth. 1 See page 309. CORPORATE HISTORY. 31 The first election for directors was held April 20, 1868, and the organization completed May 9, 1868. For the purpose of completing the chain of title, W. J. Howard and wife, by deed of March 3, 1876, conveyed to the Pittsburgh, Cincinnati and St. Louis Railway Company the railroad, prop¬ erties, franchises, etc., of the Pittsburgh and Steubenville Railroad Company between Pittsburgh and the Ohio river. This railroad had been conveyed to W. J. Howard, representing the first mort¬ gage bondholders, by deed of Thomas McElrath dated December 7, 1867, and had been held by him without conveyance to the Pan Handle Railway Company in accordance with the general law of Pennsylvania of April 8, 1861, concerning the sale of railroads, etc., which constituted the person or persons for or on whose account a railroad might be purchased a body politic and cor¬ porate, etc. New Cumberland Branch. This branch was built under the authority of the general laws of West Virginia. The stockhold¬ ers on March 20, 1888, authorized the construction of a branch from New Cumberland Junction to New Cumberland. On April 11, 1893, the stockholders authorized the extension of this branch to a point opposite East Liverpool, Ohio. It was opened for operation from New Cumberland Junction to New Cumberland December 5, 1887, to Union Brick Works in 1888, to Globe Brick Works in 1891, to Kenilworth in 1893. Bridgeville and McDonald Branch. The special act of the Pennsylvania legislature of April 21, 1852, authorizing the Pitts¬ burgh and Steubenville Railroad Company to build branch rail¬ roads in Allegheny and Washington counties. On March 20, 1888, the stockholders of the Pittsburgh, Cincinnati and St. Louis Railway Company authorized the construction of a branch from McDonald to a point on the Chartiers Railway at or near Bridge¬ ville. This branch was opened for operation from Bridgeville to Rend’s Mines No. 2 August 1, 1890. In 1891 it was extended to Reissing, 6.6 miles from Bridgeville. The Miller Run Ex¬ tension, from Cecil to Bishop, 1.09 miles, was built by the Pitts¬ burgh, Cincinnati, Chicago and St. Louis Railway Company in 1892. A coal branch about two miles in length extending from Cones- ville Station to the mines of David Davis, and a coal branch from Franklin to the mines of the Columbus Coal and Mining Company, about 2]/ 2 miles in length, were opened for 32 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. » operation in September, 1884. The mine owners furnished right of way and cross-ties, graded the roadbed and paid for necessary trestles. The Pittsburgh, Cincinnati and St. Louis Railway Company leased the Columbus, Chicago and Indiana Central Railway un¬ der date of January 22, 1869. The lease was cancelled Febru¬ ary 9, 1883, after the sale of that road under foreclosure. It leased the Jeffersonville, Madison and Indianapolis Railroad under date of December 26, 1871, but owing to the opposition of some of the shareholders of the lessee company, the lease was cancelled January 1, 1873. The Cincinnati and Muskingum Val¬ ley Railway was leased January 1, 1873, but the lease was sur¬ rendered January 1, 1886. An agreement and lease was entered into February 23, 1870, with the Little Miami Railroad Company for the lease of their road, the terms of the lease being guaranteed by the Pennsyl¬ vania Railroad Company. This lease included the Columbus and Xenia Railroad, Dayton and Western Railroad, Cincinnati Street Connection Railway, and the Dayton, Xenia and Belpre Rail¬ road, and is still in force. The Pittsburgh, Wheeling and Kentucky Railroad was leased under date of February 25, 1878. The Chartiers Railway was leased December 8, 1871. The Steubenville Extension of the Pennsylvania Railroad was sublet by the Pennsylvania Company October 24, 1876. These three last named instruments are still in force. Further reference to these leases will be made in the sketches of corporate history of the respective companies with which they were negotiated by the Pittsburgh, Cincinnati and St. Louis Rail¬ way Company. The company entered into articles of association with the Cleveland, Columbus, Cincinnati and Indianapolis Railway Com¬ pany July 17, 1872, forming the Union Depot Company, at Co¬ lumbus, Ohio, under which each company owns one-half of the capital stock. The company entered into an agreement August 1, 1868, with the Indianapolis, Cincinnati and Lafayette Railroad Company, Columbus, Chicago and Indiana Central Railway Company and Indianapolis and Vincennes Railroad Company for the construc¬ tion and lease of the Indianapolis and Vincennes Railroad. This agreement was cancelled in 1870, as shown in the sketch of the CORPORATE HISTORY. 33 corporate history of the Indianapolis and Vincennes Railroad Company. The company was consolidated September 18, 1890, with the Chicago, St. Louis and Pittsburgh Railroad Company, the Jeffer¬ sonville, Madison and Indianapolis Railroad Company and the Cincinnati and Richmond Railroad Company under the name of the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Com¬ pany. CAPITAL STOCK. The capital stock of the Pittsburgh, Cincinnati and St. Louis Railway Company authorized by the articles of consolidation was $10,000,000, in shares of $50 each, of which $3,000,000 was first preferred stock and $7,000,000 common stock. In accordance with the provisions of the act of the Ohio legis¬ lature of March 29, 1856, entitled “ An act to enable railroad companies to fund their floating debt/’ the stockholders author¬ ized an issue of preferred capital stock to the amount of $3,500,- 000 in shares of $50 each; and a certificate of this action was filed in the office of the auditor of state of Ohio, April 5, 1872. This stock was authorized for the purpose of paying the Pennsylvania Railroad Company for advances made. There was $3,000,000 of this stock issued, known as second preferred stock, all of which was held by the Pennsylvania Railroad Company. The total amount of capital stock issued was $8,437,200, of which $2,929,200 was first preferred, $3,000,000 second preferred, .and $2,508,000 common. In the consolidation of the company into the Pittsburgh, Cin¬ cinnati, Chicago and St. Louis Railway Company September 18, 1890, the first and second preferred stock and all the common stock was exchangeable for preferred stock of the new company, dollar for dollar, upon the basis of two shares of the stock of the Pittsburgh, Cincinnati and St. Louis Railway Company of the par value of $50 each, for one share of stock of the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company of the par value of $100. On January 1, 1898, $33,900 common stock was unconverted. MORTGAGES AND BONDS. First mortgage dated May 5, 1868, to J. Edgar Thomson and George W. McCook, trustees, securing $10,000,000 bonds, of 3 34 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. $1,000 each, dated August i, 1868, payable August 1, 1900, bear¬ ing 7 per cent, interest. These bonds were authorized to be issued for the purpose of taking up bonds of the original com¬ panies and for other purposes. There were $6,863,000 issued, all of which are outstanding. In 1878 an arrangement was made for the conversion of these coupon bonds into registered bonds at the option of the holder, and up to January 1, 1898, $4,803,000 have been so exchanged. Second mortgage, dated April 1, 1873, to Josiah Bacon and Albert Hewson, trustees, securing $5,000,000 bonds, of $1,000 each, dated April 1, 1873, payable April 1, 1913, bearing 7 per cent, interest, all of which were issued. They were designed to adjust the floating debt and to provide for improvements. They were all held by the Pennsylvania Company. In 1878 an ar¬ rangement was made with that company whereby $2,500,000 were restored to the Pittsburgh, Cincinnati and St. Louis Rail¬ way Company and cancelled. The remaining $2,500,000 were exchanged for Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company’s 4^ per cent bonds-. John P. Green, who succeeded Mr. Bacon, and Albert Hewson, trustees, executed an instrument of satisfaction of this mortgage April 16, 1891, the bonds and coupons having all been destroyed, and the mort¬ gage was satisfied of record the same month in the various counties in which it was recorded. CHICAGO, ST. LOUIS AND PITTSBURGH RAILROAD COMPANY. The Chicago, St. Louis and Pittsburgh Railroad Company was formed by consolidation of the Chicago, St. Louis and Pittsburgh Railroad Company of Indiana, and the Chicago, St. Louis and Pittsburgh Railroad Company of Illinois, which were formed for the purpose of reorganizing the Columbus, Chicago and Indiana Central Railway Company in accordance with the laws of the states through which the road of that company extended. The Columbus, Chicago and Indiana Central Railway Com¬ pany was formed by consolidation February 12, 1868, of the Co¬ lumbus and Indiana Central Railway Company and the (4th) Chicago and Great Eastern Railway Company, which were formed as follows: CORPORATE HISTORY. 35 Columbus and Indianapolis Railroad Company and Ind¬ iana Central Railway Com¬ pany consolidated as Colum¬ bus and Indianapolis Central Railway Company, October 13, 1864 (Columbus to Indi¬ anapolis and Bradford Junc¬ tion to Union City). COLUMBUS AND INDIANA CENTRAL RAILWAY COMPANY. Chartered. (Dates Articles of Incorporation were filed or special Acts passed.) Feb. 23, 1849, Columbus, Piqua and Indiana R. R. Co. (Columbus, Ohio, to Union City, Ind.). Reorganized as Oct. 31, 1863, Columbus and Indianapolis R. R. Co. Mch. 12, 1862, Richmond and Covington R. R. Co. (Bradford Junction to Indiana State line). Road sold Sept. 5,1864, to Columbus and y Indianapolis R. R. Co. Jan. 26, 1847, Terre Haute and Richmond R. R. Co. (Terre Haute to Richmond, Ind.). Jan. 20, 1851, Indiana Central Ry. Co. formed by separa¬ tion from Terre Haute and Richmond R. R. Co. (Indianapolis to Ohio State line). May 5, 1853, Logansport and Pacific R. R. Co. (Logans- port to Effner). Name changed May 7, 1853, to Logansport and Pacific Ry. Co. Name changed Sept. 12, 1854, to Logansport, Peoria and Burlington Ry. Co. Name changed June 11, 1858, to Toledo, Logansport and Burlington R.R . Co. Sold and reorganized as Sept. 25, 1862, Toledo, Logansport and Burlington Rail¬ way Company. Jan. 12, 1853, Marion and Mississinewa Valley R. R. Co. (Union City to Marion, Ind ). July 28, 1853, Marion and Logansport R.R. Co. (Marion, Ind., to Logansport, Ind.), consolidated Nov. 21, 1854, as Marion and Mississinewa Valley R. R. Co. (Union City to Logansport, Ind ). Road sold January 9, 1863, to Jan. 5, 1863, Union and Logansport R. R. Co. (Union City to Logansport). 1 Toledo, Logansport and ^ Burlington Railway Com¬ pany (Logansport to Effner, Ind). Union and Logansport Railroad Company. Chart¬ ered Union City to Logans¬ port. Built Union City to Anoka. O o 3 in O £ — £ O n> O 3. 1—■ . -< C CO 3 I - C CD “ 3 0 « •—< -t 3 M O- p’ 'l, 5 00 P Ch o '• r: p C/> (/) tO P CL cr 0 n o 2 c Q. 3 cr c in P 3 CL •—< 3 CL P* 3 P n a> 3 •~l P o > 3 O 7 T r o aq p 3 w o P 3: n 3 - P 1 "' ^ n o 3 T) P 3 AND GREAT EASTERN RAILWAY COMPANY (No. 4.) Consolidated as (2nd) Chi- 2 - Jan. 20, CHICAGO Feb. 18, 1857, Galena and Illinois River R. R. Co. (Chi- ") cago to Indiana State line). June 19, 1863, (1st) Chicago and Great Eastern Ry. Co (Illinois State line to LaCrosse). J Sept. 25,1857, Chicago and Cincinnati R. R. Co. (Logans¬ port to Valparaiso). 1853, Cincinnati, Cambridge and Chicago Short Line Ry. Co. (New Castle to State line of Ohio). April 11, 1853, Cincinnati, New Castle and Michigan R. R. Co. (New Castle to Michigan State line). Consolidated as April 12, 1854, (1st) Cincinnati and Chicago R. R. Co. (Michigan State line to Ohio State line). Feb. 16, 1848, NewCastle and Richmond R. R.Co. Name changed February 26,1853, to Cincinnati, Logansport and Chicago Ry. Co. (Richmond to Logansport). cago and Great Eastern Ry. Co., October 30, 1863 (Chi¬ cago to LaCrosse). Consolidated with (2nd) Chicago and Great Eastern Ry. Co., as (3rd) Chicago and Great Eastern Ry. Co. Janu¬ ary 25, 1865 (Logansport to Chicago). Cincinnati and Chicago R. R. Co. (1st), and Cincinnati, Logansport and Chicago Ry. Co. consolidated August 31, 1854, as Cincinnati and Chi¬ cago Railroad Co. (2nd) (Richmond to Logansport, Michigan State line to Ohio State line). Road (Richmond to Logansport) sold and com¬ pany reorganized as Cincin¬ nati and Chicago Air Line R. R. Co., July 10, i860. n y p o S>3 s » >° p 3 CU p 3 o - ft rc ft> . r* P _ 11 u' £ ? n n - -1 o 3 o 3 *1 ;*< §:n n 0.0 p ,0.0. O ! O' : 3 j o : 3 v. o. i O* g; o - » ! W : 3 ■ 1 Consolidations date from first election of directors. 2 These roads formed no part of the Pittsburgh, Cincinnati, Chicaeo and St. Louis Ra.lway Company. See page 78 for explanation as to status of the Cincinnati Western Ry. Co. 36 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. THE COLUMBUS, PIQUA AND INDIANA RAILROAD COMPANY. 1 The Columbus, Piqua and Indiana Railroad Company was in¬ corporated by special act of the Ohio legislature approved Feb¬ ruary 23, 1849, subject to the restrictions of an act regulating railroad companies passed February 11, 1848. This company was authorized to construct a railroad from Columbus, Ohio, via Urbana and Piqua, to Greenville, Ohio, thence on such routes as the directors might select to the west line of the state of Ohio. The act further authorized the commissioners of any county through which the road passed to subscribe to the capital stock. An amendatory act of March 1, 1850, related to the subscrip¬ tion to the capital stock by the counties through which the road passed, and authorized the trustees of Washington township, Miami county, to subscribe an additional amount to the capital stock of the company. An amendatory act of March 12, 1851, authorized the borrow¬ ing of money and issuing of bonds. It also authorized the change of location of the road west of Covington so as to termi¬ nate at such point on the Indiana state line as the directors might deem promotive to the company’s interests. The act of March 22, 1851, authorized the city of Columbus, Ohio, and Franklin county to subscribe to the capital stock. The first election for directors was held at St. Paris, Ohio, February 16, 1850, and the organization was perfected the same date. L T nion City, Indiana, was selected as the western terminus of the road, an arrangement having been made to form a connec¬ tion for Indianapolis with the Bellefontaine and Indiana Rail¬ road at that point. The road was opened for operation in 1856. RECEIVERSHIP. The company having become embarrassed, Lowell Holbrook and J. A. Roosevelt were appointed receivers by the common pleas court of Franklin county, June 23, 1856, and the road was operated by them until its sale in 1863. SALE OF ROAD. Default having been made in the payment of interest on the bonds of the company, George S. Coe, trustee of the first and 1 See page 336. CORPORATE HISTORY. 37 second mortgages, commenced foreclosure proceedings in the common pleas court of Franklin county, Ohio, June 17, 1856, where a decree of foreclosure was rendered. The case was taken to the Supreme Court of Ohio on a petition in error and a judgment was rendered at the December term, 1859, affirm¬ ing the judgment of the lower court in some points, reversing it in others, and remanding the case back to that court. While the suit was pending an act was passed by the Ohio legislature April 11, 1861, entitled “An act to regulate the sale of railroads and the reorganization of the same,” under which the creditors and stockholders entered into an agreement for the reorganiza¬ tion of the company. 1 This plan of reorganization was presented to the court and made part of the proceedings. In conformity with the principles of the judgment and man¬ date of the Supreme Court and of the act of April 11, 1861, a decree of sale was entered by the common pleas court of Frank¬ lin county June 20, 1863, under which the road was sold on August 6, 1863, for $500,000, the minimum price fixed by the court, to Lowell Holbrook, James A. Roosevelt and Joseph T. Thomas, trustees for the parties to the plan of reorganization. The parties to the plan of reorganization on October 1, 1863, reorganized the company as the Columbus and Indianapolis Rail¬ road Company and authorized the board of directors to provide ways and means to enable the trustees to fulfill the contract of purchase and to carry out the plan of reorganization. The sale of the road was confirmed by decree of the court en¬ tered November 20, 1863, in which, at the request of the pur¬ chasers, the conveyance of the road was ordered to be made direct to the reorganized company, and it was conveyed to the Colum¬ bus and Indianapolis Railroad Company by deed of John H. Bradley, special master commissioner, dated December 1, 1863. CAPITAL STOCK. The capital stock authorized by the act of incorporation of February 23, 1849, was $2,000,000, of which there was $671,301.73 issued (including full paid and part paid shares) in shares of $50 each. By the terms of the plan of reorganization, stockholders were entitled to receive stock of the Columbus and Indianapolis Railroad Company at the rate of twenty-five cents on the dollar. The time for the conversion of the stock, according to the law 1 See agreement of reorganization, page 347. 38 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. under which the company was reorganized, expired October I, 1864, but was subsequently extended. The board of directors of the Columbus and Indianapolis Central Railway Company, by resolution of March 2, 1866, declined to convert or allow the conversion of any more stock of the Columbus, Piqua and In¬ diana Railroad Company. MORTGAGES AND BONDS. First mortgage, dated November 1, 1851, to George S. Coe, trustee, securing $600,000 bonds of $1,000 each, dated Novem¬ ber 1, 1851, payable January 1, 1862, bearing 7 per cent, interest, all of which were issued. A mortgage had originally been exe¬ cuted to George S. Coe, dated November 1, 1851, to secure this issue of bonds, but as an error was made therein by stating that the bonds were dated January 1, 1852, a new mortgage was exe¬ cuted to correct it. In accordance with the plan of reorganiza¬ tion, holders of these bonds who donated one-third of them for the purpose of constructing the Richmond and Covington Rail¬ road were entitled to receive for the balance first mortgage bonds of the Columbus and Indianapolis Railroad Company at par and bond scrip for fractions less than $1,000. Those declining to donate one-third of their bonds were entitled to receive first mort¬ gage bonds of the Columbus and Indianapolis Railroad Company to the amount of 40 per cent, of the principal of their bonds. For unpaid interest to August 1, 1863, bondholders were entitled to receive Columbus and Indianapolis Railroad Company’s com¬ mon stock at the rate of 50 cents on the dollar of such interest. On January 1, 1898, the bonds had all been thus exchanged but three. The time for the conversion of these and other bonds of the Columbus, Piqua and Indiana Railroad Company, mentioned be¬ low, expired in 1863 according to the law under which the com¬ pany was reorganized, but was subsequently extended. The board of directors of the Columbus and Indianapolis Central Railway Company by resolution of March 2, 1866, declined to convert or allow the conversion of any more bonds of the Co¬ lumbus, Piqua and Indiana Railroad Company. Second mortgage, dated January 1, 1853, to George S. Coe, trustee, securing $400,000 bonds of $1,000 each, dated January 1, 1853, payable January 1, 1863, bearing 7 per cent, interest, all of which were issued. In accordance with the plan of reorgani¬ zation, holders of these bonds who donated one-third of them for CORPORATE HISTORY. 39 the purpose of constructing the Richmond and Covington Rail¬ road were entitled to receive for the balance second mortgage bonds of the Columbus and Indianapolis Railroad Company at par and bond scrip for fractions less than $1,000. Those declin¬ ing to make such donation were entitled to receive second mort¬ gage bonds of the Columbus and Indianapolis Railroad Com¬ pany to the amount of 20 per cent, of the principal of their bonds. For unpaid interest to August 1, 1863, bondholders were entitled to receive common stock of the Columbus and Indianapolis Rail¬ road Company at the rate of 50 cents on the dollar. Third mortgage, dated April 1, 1854, to Elias Fassett, trustee, securing $600,000 bonds of $.1,000 each, dated April 1, 1854, payable April 1, 1869, bearing 7 per cent, interest, all of which were issued. According to the plan of reorganization, holders who donated one-third of their bonds for the purpose of con¬ structing the Richmond and Covington Railroad were entitled to receive for the remainder third mortgage bonds of the Columbus and Indianapolis Railroad Company at par and bond scrip for fractions less than $1,000. Those failing to make the donation were entitled to receive third mortgage bonds of the Columbus and Indianapolis Railroad Company to the amount of 10 per cent, of the principal of their bonds. For unpaid interest to August 1, 1863, bondholders were entitled to receive common stock of the Columbus and Indianapolis Railroad Company at the rate of 50 cents on the dollar. On January 1, 1898, all of the bonds had been so exchanged but five. Real estate mortgage, dated October 18, 1854, to Joseph Ridg- way, trustee, securing $81,000 bonds in denominations of $1,000, $500 and $100, dated November 1, 1854, payable November 1, 1859, bearing 7 per cent, interest. This mortgage conveyed real estate near the City of Columbus, Ohio, from which conveyance certain right of way and depot grounds were reserved by the company. These bonds were all issued, and $79,800 of them were redeemed to January 1, 1898. Income bonds, not secured by mortgage, dated July 1, 1853, payable July 1, 1858, bearing 7 per cent, interest. The board of directors June 29, 1853, authorized the issue of $300,000 of these bonds, convertible into capital stock, of which about $226,000 were issued. According to the plan of reorganization, holders of these bonds were entitled to receive preferred stock of the Columbus and Indianapolis Railroad Company at the rate of 50 per cent, of their par value. 40 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. COLUMBUS AND INDIANAPOLIS RAILROAD COMPANY. 1 The Columbus and Indianapolis Railroad Company was form¬ ed by the reorganization under the general law of Ohio of April ii, 1861, of the Columbus, Piqua and Indiana Railroad Com¬ pany. The first election for directors was held October I, 1863, and the organization was completed the same date. A certificate of organization was filed in the office of the secretary of state of Ohio October 31, 1863. As above stated, the Columbus, Piqua and Indiana Railroad was conveyed by deed dated December 1, 1863, of John H. Bradley, special master commissioner, direct to the Columbus and Indianapolis Railroad Company. An agreement was entered into June 29, 1864, with the Rich¬ mond and Covington Railroad Company for the purchase of its railroad for $640,000, the Columbus and Indianapolis Railroad Company agreeing to pay the principal and interest of bonds of the Richmond and Covington Railroad Company amounting to $356,000, and pay the balance of the purchase money in capital stock of the Columbus and Indianapolis Railroad Company.. This agreement was ratified by the stockholders of the Richmond and Covington Railroad Company August 9, 1864, and by the stockholders of the Columbus and Indianapolis Railroad Com¬ pany August 8, 1864. In accordance with this agreement tne Richmond and Covington Railroad Company executed a deed September 5, 1864, conveying its railroad to the Columbus and Indianapolis Railroad Company. The company having secured a controlling interest in the capi¬ tal stock of the Indiana Central Railway Company the two com¬ panies were consolidated October 13, 1864, under the name of the Columbus and Indianapolis Central Railway Company. CAPITAL STOCK. The capital stock authorized by the parties to the plan of re¬ organization, at a meeting held October 1, 1863, was $3,000,000, in shares of $50 each, of which $2,850,000 was common and $150,000 preferred. The preferred stock was to be used in ac¬ cordance with the plan of reorganization for the purpose of satis- 1 See page 368. CORPORATE HISTORY. 41 fying all debts created under the receivership for construction and equipment, and also to pay any unsecured debts of the Co¬ lumbus, Piqua and Indiana Railroad Company incurred for re¬ pairs and running expenses. There was issued $114,800 pre¬ ferred and $1,044,800 common stock, all of which was exchange¬ able at par into capital stock of the Columbus and Indianapolis Central Railway Company in accordance with the articles of consolidation forming that company. There was also issued $7,060.32 of stock scrip. MORTGAGES AND BONDS. First mortgage, dated December 7, 1863, to Archibald Park- hurst, trustee, securing $1,000,000 bonds, of which $260,000 were preferred bonds and $740,000 common bonds, all dated Decem¬ ber 1, 1863, payable January 1, 1884, bearing 7 per cent, interest. The preferred bonds were issued to pay off all debts created under the receivership for the construction and equipment of the wes¬ tern portion of the road, and also to pay any unsecured debts of the Columbus, Piqua and Indiana Railroad Company, incurred for repairs or running expenses, while the common bonds were issued to retire the first mortgage bonds of the Columbus, Piqua and Indiana Railroad Company and for the payment of reorgani¬ zation expenses. All of these bonds were issued. There were $103,000 preferred and $583,000 common bonds exchanged for first mortgage bonds of the Columbus and Indianapolis Central Raihvay Company. The remainder were retired by the Chicago, St. Louis and Pittsburgh Railroad Company, the last of them in 1886. There w^as issued first mortgage bond scrip to the amount of $7,166.56, the last of 'which was retired in August, 1872. Second mortgage, dated December 10, 1863, to Joseph T. Thomas, trustee, securing $400,000 bonds, dated December 1, 1863, payable January 1, 1884, bearing 7 per cent, interest, of w T hich $350,000, numbered from 1 to 350 inclusive, were for $1,000 each, and $50,000, numbered from 351 to 450 inclusive, for $500 each, all of which were issued. Of these bonds $397,500 were exchanged for second mortgage bonds of the Columbus and Indianapolis Central Railroad Company and the remainder paid by the Chicago, St. Louis and Pittsburgh Railroad Company. On December 4, 1884, all of these bonds and coupons were des¬ troyed by burning to ashes except three coupons of bond No. 42 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. 383 and two coupons of bond No. 415. The mortgage was satis¬ fied of record in the various counties in 1884. There was issued $5,333.23 second mortgage bond scrip. Third mortgage, dated December 11, 1863, to Joseph T. Thomas, trustee, securing $400,000 bonds dated December 1, 1863, payable January 1, 1884, bearing 7 per cent, interest, of which $350,000, numbered from 1 to 350, were $1,000 each, and $50,000, numbered from 351 to 450 inclusive, for $500 each. All of these bonds were surrendered to the trustee and cancelled April 5, 1865. The mortgage was cancelled of record in the various counties in April, 1865. The bonds and coupons were destroyed by burning to ashes November 22, 1884. Third mortgage bond scrip to the amount of $4,333.30 was issued. $ RICHMOND AND COVINGTON RAILROAD COMPANY. 1 A certificate of incorporation executed March 11, 1862, was filed by this company in the office of the secretary of state of Ohio, March 12, 1862, for the purpose of building a road from a stake in the track of the Columbus, Piqua and Indiana Rail¬ road in Newberry township, Miami county, Ohio (Bradford Junction), through Miami, Darke and Preble counties, to the Indiana state line. The first election for directors was held May 20, 1862, and the organization was perfected the same date. The Richmond and Covington Railroad was organized under the auspices of the Columbus, Piqua and Indiana Railroad Com¬ pany and the Indiana Central Railway Company. An agree¬ ment was entered into October 16, 1861, between the Indiana Central Railway Company, Lowell Holbrook and J. A. Roose¬ velt, receivers of the Columbus, Piqua and Indiana Railroad Company, and Samuel M. Raisbeck and others, holders of the bonds of the Columbus, Piqua and Indiana Railroad Company, providing for the construction and operation of the Richmond and Covington Railroad, for the appropriation of its income toward the payment of bonds, stock and debts issued or con¬ tracted for constructing the road, and for the consolidation of 1 See page 402. CORPORATE HISTORY. 43 the company with the Columbus, Piqua and Indiana Railroad Company and the Indiana Central Railway Company. This con¬ tract was ratified by the Richmond and Covington Railroad Company May 20, 1862. In the reorganization of the Columbus, Piqua and Indiana Railroad Company the holders of the first, second and third mortgage bonds donated one-third of them for the purpose of constructing the Richmond and Covington Railroad. The road was opened for operation early in 1863. For a short time the Richmond and Covington Railroad, the Columbus and Indianapolis Railroad, and the Indiana Central Railway were operated jointly, forming what was known as the “ Great Central Line.” An agreement was entered into June 29, 1864, with the Co¬ lumbus and Indianapolis Railroad for the purchase of the road by that company for $640,000. The Columbus and Indianapolis Railroad Company agreed to pay bonds of the Richmond and Covington Railroad Company amounting to $356,000, and pay the balance of the purchase money in capital stock of the Colum¬ bus and Indianapolis Railroad Company. In accordance with this agreement a deed was executed September 5, 1864, convey¬ ing the Richmond and Covington Railroad to the Columbus and Indianapolis Railroad Company. CAPITAL STOCK. The capital stock authorized by the certificate of incorporation was $250,000. The board of directors, by resolution passed Feb¬ ruary 11, 1864, authorized an increase of capital stock in the sum of $125,000, making the total authorized capital stock $375,- 000. This increase was duly authorized by the stockholders and a certificate thereto was filed in the office of the auditor of state of Ohio, June 22, 1864, under the general laws of the state. There was $288,000 capital stock issued. The $288,000 capital stock of the Columbus and Indianapolis Railroad Company re¬ ceived in payment for the Richmond and Covington Railroad was distributed pro rata among the stockholders. The capital stock of the Richmond and Covington was surrendered and merged in the Columbus and Indianapolis Railroad Company in accordance with the articles of consolidation forming that company. 44 PITTSBURGH, CINCINNATI, CPIICAGO AND ST. LOUIS RY. CO. MORTGAGES AND BONDS. First mortgage dated Tune 24, 1862, to Joseph T. Thomas, trustee, securing $250,000 bonds, of $1,000 each, payable July 1, 1872, bearing 7 per cent, interest, all of which were issued. In accordance with the agreement for the purchase of the Richmond and Covington Railroad above mentioned, the Columbus and Indianapolis Railroad Company assumed their payment, and they were afterward exchanged for first mortgage bonds of the Columbus and Indianapolis Central Railway Company. Joseph T. Thomas, trustee, executed a release of the mortgage April 5, 1865, which was immediately recorded in Darke, Preble and Miami counties. The bonds previously cancelled by the trustee were all destroyed by burning to ashes November 14, 1884, by the Chicago, St. Louis and Pittsburgh Railroad Com¬ pany. Income bonds. The board of directors on February 11, 1864, authorized the issue of $125,000 income bonds, of $1,000 each, bearing 7 per cent, interest. They were not secured by mort¬ gage, and $106,000 dated March 1, 1864, payable March 1, 1872, were issued. In accordance with the agreement for the purchase of the Richmond and Covington Railroad the payment of these bonds was assumed by the Columbus and Indianapolis Railroad Company, and they were afterward exchanged for first mortgage bonds of the Columbus and Indianapolis Central Railway Com¬ pany. The $106,000 of issued bonds and $19,000 unissued and unexecuted were destroyed by burning to ashes November 19, 1884. INDIANA CENTRAL RAILWAY COMPANY. The corporate history of the Indiana Central Railway Com¬ pany begins with the incorporation of the Terre Haute and Rich¬ mond Railroad Company. TERRE HAUTE AND RICHMOND RAILROAD COMPANY. The Terre Haute and Richmond Railroad Company was in¬ corporated by special act of the Indiana legislature passed Jan¬ uary 26, 1847, t0 construct a railroad from a point on the wes- CORPORATE HISTORY. 45 tern line of the state of Indiana eastwardly through Terre Haute Green Castle, and Indianapolis to Richmond, Indiana. The cor¬ porate name specified by the act was “ The President and Direc¬ tors of the Terre Haute and Richmond Railroad Company.” Section 23 provided that when the aggregate amount of divi¬ dends declared should amount to the full sum invested and ten per centum per annum thereon, the surplus profits, if any, after paying the expenses and reserving such proportion as might be necessary for future contingencies, should be paid over to the treasurer of state for the use of common schools. A supplemen¬ tary act approved February 16, 1848, authorized the election of directors after $50,000 had been subscribed to the capital stock, and also the change of the location of the road and the commence¬ ment of work at any point. The supplementary act approved January 13, 1849, modified the nth and 12th sections of the act of January 26, 1847, an d the 3rd section of the act of February 16, 1848. It also provided for the settlement of claims for land or material appropriated by the company. The special act approved January 21, 1850, changed the corporate name of the company to the Terre Haute and Richmond Railroad Company. The special act passed January 8, 1851, authorized the borrowing of money and issue of bonds. 1 The act of February 16, 1848, above mentioned, further authorized the stockholders east of Indianapolis, as soon as $20,000 was subscribed, to elect directors under whose control the stock subscribed east of Indianapolis was to be expended in the construction of that portion of road. Accordingly they elected directors and organized as the Terre Haute and Rich¬ mond Railroad Company (east of Indianapolis) at a meeting held at Centerville, Indiana, May 25, 1850, and contracts for the construction of the road were made. INDIANA CENTRAL RAILWAY COMPANY. 2 The president and directors of the Terre Haute and Rich¬ mond Railroad Company west of Indianapolis having consented to and solicited a separation from the directors and stockholders east of Indianapolis, an act approved January 20, 1851, created 1 The acts relating to the Terre Haute and Richmond are printed in volume containing Vandalia Line documents. 2 See page 412. 46 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the latter a separate corporate body under the name of the Indiana Central Railway Company, with authority to build the road in the general direction of the National Road, from Indian¬ apolis eastwardly to the state line between Indiana and Ohio. The new company was made subject to the provisions of the act incorporating the Terre Haute and Richmond Railroad Company so far as they were then in force, and the road was built accord¬ ingly. All subscriptions of stock at Indianapolis and west thereof were collectible by and for the use of the Terre Haute and Rich¬ mond Railroad Company, and all subscriptions east of Indian¬ apolis were collectible by and for the use of the Indiana Central Railway Company. The special act approved February 12, 1851, provided for the acquisition of right of way and the construc¬ tion of branches. The first election for directors was held February 3, 1851, and - the organization was perfected the same date. An agreement was made September 13, 1851, with the New Castle and Richmond Railroad Company for building a double track and bridge between the junction of the two roads on the west side of the east fork of the White Water river near Rich¬ mond to the depot of the Richmond and Miami Railroad Com¬ pany in Richmond, the New Castle and Richmond Railroad Com¬ pany to occupy the north half of the track and bridge and the Indiana Central Railway Company the south half. An agreement was made with the Richmond and Miami Rail¬ road Company July 24, 1851, for the construction by that com¬ pany of a double track between Richmond and the point east of Richmond where the two roads diverged (Richmond Junction),, the Indiana Central Railway Company to own the north track, and the Richmond and Miami Railroad Company the south track. The road was opened for operation in 1854. A contract was executed August 21, 1854, taking effect August 1, 1854, with the Dayton and Western Railroad Company for tne joint operation of both roads by the Indiana Central Railway Company and the division of earnings. This agreement termi¬ nated March 9, 1863. It is more fully referred to under Dayton and Western Railroad Company. An agreement was made January 10, 1864, with the Columbus and Indianapolis Railroad Company for the consolidation of the earnings, rolling stock and equipment and the joint operation of CORPORATE HISTORY. 47 the entire line between Columbus and Indianapolis. This agree¬ ment continued in force until the consolidation of the Columbus and Indianapolis Railroad Company with the Indiana Central Railway under the name of the Columbus and Indianapolis Cen¬ tral Railway Company, October 13, 1864. CAPITAL STOCK. The capital stock authorized by the act of incorporation of the Terre Haute and Richmond Railroad Company, January 26, 1847, was $800,000, in shares of fifty dollars each. There was issued about $610,000. In the consolidation of the Company into the Columbus and Indianapolis Central Railway Company stock¬ holders were entitled to receive $160.31 stock of the new com¬ pany for each $100 stock of the Indiana Central Railway Com¬ pany. MORTGAGES AND BONDS. First mortgage, dated April 10, 1852, to J. F. D. Lanier, trus¬ tee, securing $600,000 bonds, of $1,000 each, dated May 1, 1852, payable November 1, 1866, bearing 7 per cent, interest, all of which were issued. Of these bonds, $593,000 were paid at ma¬ turity by the Columbus and Indianapolis Central Railway Com¬ pany, and the remaining $7,000 subsequently paid. J. F. D. Lanier, trustee, having died, proceedings were instituted in the circuit court of Marion county, Indiana, by the Chicago, St. Louis and Pittsburgh Railroad Company to obtain authority for the destruction of the bonds and release of the mortgage. Under order of the court, Edward Daniels, special master com¬ missioner, destroyed the bonds and executed a release of the mortgage May 8, 1885, which was recorded in May, June and July, 1885, in the several counties. Supplementary mortgage, dated April 10, 1856, to J. F. D. Lanier, trustee. This mortgage was supplementary to first mort¬ gage dated April 10, 1852, and was executed in accordance with the terms of that mortgage, for the purpose of further conveying and assuring to the trustee the premises conveyed in the first mortgage and also conveying property acquired subsequent to the date of the mortgage. Second mortgage, dated October 1, 1856, to J. F. D. Lanier, trustee, securing' $700,000 bonds, of which $600,000 were for $1,000 each, and $100,000 for $500 each, dated January 1, 1857, 48 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. payable January 1, 1882, bearing 10 per cent, interest. There were $689,500 issued, of which $23,000 were exchanged for first mortgage bonds of the Columbus and Indianapolis Central Rail¬ way Company. The remainder, except two bonds, were paid by the bondholders’ committee of the Columbus, Chicago and In¬ diana Central Railway Company, in accordance with orders of the court, pending the litigation with the Pittsburgh, Cincinnati and St. Louis Railway Company respecting the cancellation of the lease. J. F. D. Lanier, trustee, having died, proceedings were instituted in the Marion county Indiana circuit court by the Chicago, St. Louis and Pittsburgh Railroad Company to ob¬ tain authority for the destruction of the bonds and the release of the mortgage. Under order of the court the bonds were de¬ stroyed and the mortgage was satisfied of record in the several counties in May, June and July, 1885, except as to bonds 93 and 95. Domestic and income bonds. The company issued the follow¬ ing domestic and income bonds not secured by mortgage and bearing 10 per cent, interest: $351,000 of $1,000 each, $239,500 of $500 each, $58,900 of $100 each, total $649,400. They were all taken up and cancelled by the company, most of them being exchanged for second mortgage bonds. COLUMBUS AND INDIANAPOLIS CENTRAL RAILWAY COMPANY. 1 The Columbus and Indianapolis Central Railway Company was formed by consolidation of the Columbus and Indianapolis Rail¬ road Company and the Indiana Central Railway Company. Articles of consolidation were entered into by the directors of the two companies August 10, 1864, under the authority of the general laws of Ohio and Indiana, ratified by the stockholders of the Columbus and Indianapolis Railroad Company September 16, 1864, and by the stockholders of the Indiana Central Railway Company, September 17, 1864, and filed in the office of the sec¬ retary of state of Ohio October 17, 1864, and of Indiana October 19, 1864. The first election for directors was held October 13, 1864, and the organization was completed the same date. The company was consolidated with the Toledo, Logansport 1 See page 427. CORPORATE HISTORY. 49 and Burlington Railway Company and the Union and Logans- port Railroad Company under the name of the Columbus and Indiana Central Railway Company September n, 1867. CAPITAL STOCK. The capital stock authorized in the articles of consolidation was $3,000,000 in shares of $50 each. The stockholders on November 21, 1866, authorized its increase to $4,000,000. There was issued $2,954,700. In the consolidation into the Columbus and Indiana Central Railway Company holders were entitled to receive capital stock of the new company dollar for dollar and 50 per cent, increase either in income bonds or stock. MORTGAGES AND BONDS. First mortgage, dated October 13, 1864, to Archibald Park- hurst, trustee, securing $3,200,000 bonds of $1,000' each, dated November 1, 1864, payable November 1, 1904, bearing 7 per cent, interest, all of which were issued. A sinking fund was pro¬ vided of $16,000 per annum for the purchase of bonds at a price not exceeding 15 per cent, premium, the sinking fund to be kept and invested by three commissioners one of whom should be the president of the company and the other two directors. The sink¬ ing fund is inoperative. Of these bonds $509,000 were exchanged for first mortgage bonds of the Columbus, Chicago and Indiana Central Railway Company and $60,000 were paid and cancelled. The remaining $2,631,000 are outstanding January 1, 1898. Second mortgage, dated November 1, 1864, to Archibald Park- hurst, trustee, securing $1,000,000 bonds of $1,000 each, dated November 1, 1864, payable November 1, 1904, bearing 7 per cent, interest. A sinking fund of $5,000 per annum, which was to be kept and invested by three commissioners, one of whom •should be the president of the company and the other two direc¬ tors, was provided for the purchase of bonds at not exceeding 10 per cent, premium, the first payment to the sinking fund to be made November 1, 1865. The sinking fund is inoperative. There were $821,000 issued, of which $780,000 are outstanding January 1, 1898. $36,000 of them were issued without au¬ thority in 1877 by B. E. Smith, president of the Columbus, Chicago and Indiana Central Railway Company, but being considered invalid and no interest having been paid on them from May 1, 1879, Charles F. Lyn'de, the holder, commenced suit 4 50 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. in the common pleas court of Franklin county, Ohio, July 3, 1891, against the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company and others for the sale of the portion of road covered by the mortgage for the payment of the bonds and cou¬ pons. A decree of foreclosure was made July 9, 1892, which was affirmed by the circuit court of Franklin county, March 9, 1893. An appeal was taken to the Supreme Court of Ohio April 21, 1893,. which affirmed the judgment of the lower court’January 23, 1896. This decision was affirmed by the Supreme Court of the United States January 9, 1899. UNION AND LOGANSPORT RAILROAD COMPANY. 1 The Union and Logansport Railroad Company filed articles of association in the office of the secretary of state of Indiana Jan¬ uary 5, 1863, in accordance with the general laws of the state for the purpose of constructing a railroad commencing at the state line in the town of Union (now Union City) and extending through Randolph, Jay, Blackford, Grant, Miami and Cass coun¬ ties, to Logansport. The Marion and Mississinewa Valley Railroad Company con¬ veyed to the Union and Logansport Railroad Company by deed of January 9, 1863, in accordance with an agreement between the two companies dated January 8, 1863, its roadbed, right of way, station and depot grounds between Union (City) and Logansport, in consideration of the issue to the stockholders of the Marion and Mississinewa Valley Railroad Company of one share of the capital stock of the Union and Logansport Railroad Company for two shares of stock of the Marion and Mississinewa Valley Railroad Company, the stock of both companies being of the same par value. The commencement of work on the road was delayed by finan¬ cial difficulties. In May, 1866, a contract was entered into with B. E. Smith and others for the construction of the road and its operation in connection with the Columbus and Indianapolis Central Railway Company. There were to be paid to contrac¬ tors $2,000,000 bonds and $200,000 stock of the company. The road was completed and opened for operation March 15, 1868, it being at that time a part of the Columbus, Chicago and Indiana 1 See page 446. CORPORATE HISTORY. 51 Central Railway. It was built under the charter of the Union and Logansport Railroad Company only as far as Anoka, the road originally constructed by the Cincinnati and Chicago Rail¬ road Company being used from Anoka to Logansport. The company was consolidated September 11, 1867, with the Columbus and Indianapolis Central Railway Company and the Toledo, Logansport and Burlington Railway Company under the name of the Columbus and Indiana Central Railway Company. CAPITAL STOCK. The capital stock authorized in the articles of association was $2,000,000, consisting of 80,000 shares of $25 each. There was issued about $149,575. In the consolidation into the Columbus and Indiana Central Railway Company holders were entitled to stock of the new company dollar for dollar. MORTGAGES AND BONDS. First mortgage, dated December 1, 1865, to Joseph l. Thomas, trustee, securing $2,000,000 bonds of $1,000 each, dated Decem¬ ber 1, 1865, payable December 1, 1905, bearing 7 per cent, interest. A sinking fund of $10,000 annually which was to be kept and invested by three commissioners, one of whom should be the president of the company and the other two directors, was provided for the purchase of bonds at a price not exceeding 10 per cent, premium. The first appropriation to the sinking fund was to be made April 1, 1868. All of these bonds were issued, of which $1,259,000 were exchanged for first mortgage bonds of the Columbus, Chicago and Indiana Central Railway Company and $26,000 paid and cancelled, leaving $715,000 outstanding January 1, 1898. The sinking fund is inoperative. MARION AND MISSISSINEWA VALLEY RAILROAD COMPANY (CONSOLIDATED). 5 The Marion and Mississinewa Valley Railroad Company, whose roadbed, rights of way, etc., were purchased by the Union and Logansport Railroad Company as above mentioned, was formed by the consolidation of the Marion and Mississinewa Val¬ ley Railroad Company and the Marion and Logansport Railroad 1 See page 474. 52 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Company. Articles of consolidation were entered into August 24, 1854, ratified by the board of directors of the Marion and Mississinewa Valley Railroad Company August 24, 1854, and by the board of directors of the Marion and Logansport Railroad Company October 20, 1854; and reaffirmed and accepted by the board of directors of the Marion and Mississinewa Valley Rail¬ road Company November 21, 1854. No certificate was filed in the office of the secretary of state. The Marion and Mississinewa Valley Railroad Company and its constituent companies located a line, acquired right of way, and did some grubbing and clearing, but owing to financial diffi¬ culties the work was abandoned. By deed of November 28, 1854, the Marion and Logansport Railroad Company conveyed its railroad, franchises, property and real estate to the Marion and Mississinewa Valley Railroad Com¬ pany. In accordance with an agreement between the two com¬ panies dated January 8, 1863, the Marion and Mississinewa Valley Railroad Company conveyed its roadbed, rights of way, etc., to the Union and Logansport Railroad Company by deed dated January 9, 1863. CAPITAL STOCK. The capital stock authorized was $800,000. By the terms of the agreement of June 8, 1863, and the deed of June 9, 1863, above referred to, conveying the Marion and Mississinewa Valley Railroad to the Union and Logansport Railroad Company, the stockholders of the Marion and Mississinewa Valley Railroad Company were entitled to stock of the Union and Logansport Railroad Company in half the amount held by them if surrendered in even shares at any time to January 8, 1864, exchange to be made only for the original stock fully paid, and not for stock that had been issued for interest. The time for this exchange was subsequently extended to September 10, 1867, by the board of directors of the Union and Logansport Railroad Company under resolution of August 12, 1867. MORTGAGES AND BONDS. No mortgage debt was created by this company. Scrip certifi¬ cates in'denominations of $5.00 each were issued to the amount of about $25,000, all or nearly all of which were taken up and cancelled. CORPORATE HISTORY. 53 (FIRST) MARION AND MISSISSINEWA VALLEY RAILROAD COMPANY. 1 Articles of association, executed December 30, 1852, in accord¬ ance with the general law of Indiana of May 11, 1852, were filed by this company in the office of the secretary of state of Indiana January 12, 1853, for the construction of a railroad from Union (now Union City), Indiana, via Deerfield, Randolph county, and Hartford, Blackford county, to Marion, Grant county, Indiana. The first election for directors was held December 30, 1852, and the organization was perfected January 12, 1853. The company acquired considerable right of way and entered into a contract July 16, 1853, for the construction of the road, but very little work was done. On August 24, 1854, an agreement was entered into with the Marion and Logansport Railroad Company for the consolidation of the two companies under the name of the Marion and Missis- sinewa Valley Railroad Company. CAPITAL STOCK. The capital stock authorized in the articles of association was $800,000, consisting of 32,000 shares of $25 each. This stock formed part of the capital stock of the Marion and Mississinewa Valley Railroad Company, consolidated, no new certificates hav¬ ing been issued by the consolidated company in exchange there¬ for. MORTGAGES AND BONDS. Mortgage, dated October 1, 1853, to Moses G. Mitchell, trus¬ tee, securing $1,000,000 bonds of $1,000 each, dated October 1, 1853, payable October 1, 1863, bearing 7 per cent, interest. There were $75,000 issued, all of which were delivered to con¬ tractors under the terms of an agreement for the construction of the road. They were surrendered to the company in exchange for other securities. The trustee executed a release of the mort¬ gage, which was recorded in Grant county, Indiana, October 17, 1854, and also in the other counties through which the road passed. Real estate bonds were issued by the company to the amount of $40,000, of $100 each, dated May 1, 1854, numbered from 1 to 400 inclusive, one-fifth payable in three years, two-fifths in 1 See page 454. 54 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. five years, and two-fifths in ten years. To secure these bonds mortgages were executed to Jeremiah Smith, trustee, April 28, 1854, and May 1, 1854, covering real estate in Delaware, Noble, Miami, Boone, Jasper, St. Joseph, Monroe, Wabash and Fulton counties, Indiana, and Darke county, Ohio, a separate mortgage being made for the property in each county, but all of like tenor and effect, the real estate included in all the mortgages being valued at $44,432j These mortgages provided that any of the lands might be purchasable by payments made in real estate bonds at prices not less than the actual cost of the lands, and that anv deed made for land so sold for real estate bonds should con- j vey as perfect a title as if the deed of trust had not been made. On November 14, i860, the Marion and Mississinewa Valley Railroad Company (consolidated) executed a mortgage covering certain property in Blackford county as additional security for the bonds then outstanding, the real estate formerly conveyed having depreciated in value and being insufficient to redeem them. This real estate was all sold and applied to the payment of $39,100 bonds except a portion in Blackford county, which was conveyed to Nathan W. Frazier as residuary trustee by the Marion and Mississinewa Valley Railroad Company by deed dated January 8, 1863, subject to the mortgage to Jeremiah Smith securing real estate bonds. Proceedings were instituted by Ed¬ win B. Cubberly in the Blackford county Indiana circuit court at its May term, 1870, against Jeremiah Smith, the Pittsburgh, Cincinnati and St. Louis Railway Company and George Cub¬ berly to recover principal and interest on bond No. 44. In the same case Nathan W. Frazier, as owner of the real estate sub¬ ject to the deed of trust to Jeremiah Smith, petitioned to the court to ascertain and adjudge the amount due on the outstand¬ ing bonds that he might pay them and upon such payment that the property be released from the deed of trust. A decree was made by the court in November, 1870, ordering N. W. Frazier to pay into the court the sum of $1,654.38, out of which $183.82 was to be applied to the payment of bond 44, $253.50 to Jere¬ miah Smith for services and expenses as trustee, and $1,470.56 to the payment of the remaining eight outstanding bonds; also terminating the trust and discharging Jeremiah Smith as trustee, and declaring the real estate to be held by N. W. Frazier in fee 1 Mortgages not printed here; covered no property used for railway purposes. CORPORATE HISTORY. 55 simple. The $1,470.56 was ordered to be returned to N. W. Frazier to be held by him as residuary trustee of the Marion and Mississinewa Valley Railroad Company for the payment of bonds 1, 2, 91, 92, 97, 102, 150 and 174 ($183.83 on each bond) when presented, and for no other purpose. MARION AND LOGANSPORT RAILROAD COMPANY. 1 Articles of association executed April 25, 1853, were filed by the Marion and Logansport Railroad Company in the office of the secretary of state of Indiana July 28, 1853, for the purpose of building a railroad from Marion to Logansport. The first election for directors occurred April 25, 1853, and the organiza¬ tion was perfected the same date. The company located the line of railroad from Marion to a connection with the Cincinnati and Chicago Railroad (Anoka), about five miles east of Logansport, acquired the right of way, and entered into contracts for the construction of the road, under which considerable grubbing and clearing was done. The company was consolidated into the Marion and Missis¬ sinewa Valley Railroad Company as above shown. CAPITAL STOCK. The capital stock authorized by the articles of association was $500,000, consisting of 20,000 shares of $25 each. By the terms of the agreement dated August 24, 1854, for merging the capital stock of the Marion and Logansport Railroad Company into the capital stock of the Marion and Mississinewa Valley Railroad Company, stockholders of the Marion and Logansport Railroad Company were entitled to receive an equal amount of stock of the Marion and Mississinewa Valley Railroad Company. MORTGAGES AND BONDS. Mortgage, dated October 1, 1853, to Moses G. Mitchell, trus¬ tee, covering in addition to the railroad, right of way, etc., cer¬ tain parcels of land in Miami, Howard, Grant, Rush, Jasper, Cass, Pulaski, Fulton, Monroe and Morgan counties. The mort¬ gage secured $707,000 bonds of $1,000 each, payable October 1, 1873, bearing 7 per cent, interest. Under this mortgage $108,- 000 bonds were executed and delivered to Joseph Lomax, presF 1 See page 464. 56 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. dent of the company, and others in accordance with an arrange¬ ment for the assignment by Joseph Lomax and Company of a contract made with them for the construction of the road; but $54,000 were returned to the company and by resolution of the board of directors September 25, 1855, the remaining $54,000 were repudiated as having been illegally issued. Proceedings were instituted by Joseph Lomax in the United States circuit court for the district of Indiana to recover interest on $27,000 of these bonds held by him, and the Marion and Mississinewa Valley Railroad Company brought suit against Joseph Lomax and the Grand Rapids and Indiana Railroad Company, of which Mr. Lomax was also president, in the same court to enforce the relinquishment of these bonds. A decree was rendered Decem¬ ber 8, 1857, in which the bonds were declared void and they were delivered to the court and cancelled. Scrip certificates were issued to the amount of about $30,000 in denominations of $1 and $2, secured by a deed of trust dated October 24, 1854, to W. W. Haney, conveying real estate owned by the company apart from its right of way and railroad. These were taken up and the deed of trust cancelled. TOLEDO, LOGANSPORT AND BURLINGTON RAILWAY COMPANY. The Toledo, Logansport and Burlington Railway Company was formed by the reorganization of the Toledo, Logansport and Burlington Railroad Company September 25, 1862. The original name of the latter company was the Logansport and Pacific Railroad Company, its name having been changed successively to Logansport and Pacific Railway Company May 7, 1853, Logansport, Peoria and Burlington Railway Company September 12, 1854, and Toledo, Logansport and Burlington Railroad Company June 11, 1858. LOGANSPORT AND PACIFIC RAILROAD COMPANY. 1 The Logansport and Pacific Railroad Company hied articles of association, executed February 18, 1853, in the office of the sec¬ retary of state of Indiana May 5, 1853, for the purpose of con¬ structing a railroad from Logansport through Cass and White 1 See page 481. CORPORATE HISTORY. 57 counties to Monticello, thence through White and Jasper counties to the west line of the state of Indiana in the direction of Middle- port, Illinois. The first election for directors was held March 12, 1853, and the organization perfected March 14, 1853. No con¬ struction work was done by this company. An agreement was entered into March 19, 1853, with the Peoria and Oquawka Rail¬ road Company for the consolidation of the operations of the two companies for 20 years from the time their roads should be com¬ pleted. By resolution of its board of directors May 7, 1853, the com¬ pany adopted the name of the Logansport and Pacific Railway Company. The capital stock authorized in the articles of association was $1,000,000, consisting of 20,000 shares of $50 each. This company created no mortgage debt. LOGANSPORT AND PACIFIC RAILWAY COMPANY. 1 This company was the successor by change of name of the Logansport and Pacific Railroad Company, the same having been effected by resolution of the board of directors of the latter company May 7, 1853, in pursuance of the general law of Indiana of February 22, 1853, authorizing railroad companies to change their names. A contract for the construction of the road was entered into in August, 1853, but no work appears to have been done by this company. By resolution of the board of directors of September 12, 1854, the name of the company was changed to the Logansport, Peoria and Burlington Railway Company. The capital stock authorized was $1,000,000, consisting of 20,- 000 shares of $50 each, being the same as the Logansport and Pacific Railroad Company. MORTGAGES AND BONDS. First mortgage, dated May 11, 1853, to George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, trus¬ tees, securing £200,000 bonds, of which £67,500 were for £225 each, and £132,500 for £500 each, all dated May 11, 1853, pay¬ able June 1, 1883, bearing 6 per cent, interest. Inese bonds 1 See page 482. 58 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. were executed but not issued. They were surrendered to the trustees and destroyed. The trustees executed a release of the mortgage February 15, 1854, which was recorded in the several counties. LOGANSPORT, PEORIA AND BURLINGTON RAILWAY COMPANY. 1 This company was the successor by change of name of the Logansport and Pacific Railway Company September 12, 1854. No part of the road was opened for operation by this company. The name of the company was changed to Toledo, Logansport and Burlington Railroad Company by resolution of the board of directors, June 11, 1858. The capital stock authorized by the articles of association of the Logansport and Pacific Railroad Company was $1,000,000, consisting-of 20,000 shares of $50 each. MORTGAGES AND BONDS. First mortgage, dated July 1, 1855, to A. V. Stout, trustee, se¬ curing $750,000 bonds, dated July 1, 1855, payable July 1, 1875, bearing 7 per cent, interest. There were $40,000 bonds issued, $11,000 of which were subsequently retired by the Toledo, Logansport and Burlington Railway Company. Of the remain¬ ing $29,000 there were $27,000 taken up by the Columbus, Chi¬ cago and Indiana Central Railway Company, who issued their capital stock to the amount of $27,000 in full payment of the bonds, coupons and interest. $710,000 of these bonds were cancelled in 1859. TOLEDO, LOGANSPORT AND BURLINGTON RAILROAD COMPANY. 2 The Toledo, Logansport and Burlington Railroad Company was the successor by change of name of the Logansport, Peoria and Burlington Railway Company by resolution of the board of directors of the latter company of June 11, 1858. The road was constructed by this company and opened for operation in December, 1859. 1 See page 487. 2 See page 493. CORPORATE HISTORY. 59 R. B. Mason was appointed receiver by the circuit court of White county, December 18, i860, and served in that capacity until after the reorganization of the company. The road was operated jointly with a railroad running west from Effner, on the Indiana state line, and called the Logansport, Peoria and Burlington Railroad (which is distinct from the road spoken of above and is now the Toledo, Peoria and Western Railway) from the time of its opening for traffic until the reorganization of the company. Proceedings were instituted on October 15, 1861, in the United States circuit court for the northern district of Indiana, by Mor¬ ris K. Jesup and other holders of the second mortgage bonds, for the foreclosure of the second mortgage. A decree of fore¬ closure and sale of the road was made May 29, 1862, in accord¬ ance with a plan of reorganization entered into by the creditors and stockholders April 9, 1862, the provisions of which are more fully referred to below. Under this decree the road was sold July 10, 1862, subject to the right of the holders of the first mort¬ gage bonds and to certain other rights and equities reserved by the court, to John S. Kennedy, trustee, and conveyed to him by deed of July 10, 1862, and by him conveyed to the Toledo, Logansport and Burlington Railway Company July 31, 1862. The sale was confirmed by the court July 15, 1862. An order was made by the court November 14, 1866, that all holders of bonds and stock of the Toledo, Logansport and Burlington Railroad Company must present their bonds and stock in ex¬ change for the securities of the new company by May 7, 1867, and that in default thereof all such claims would be barred and the holders of the bonds and stock be prohibited from setting up or making claims thereafter. CAPITAL STOCK. The capital stock authorized in the articles of association of the Logansport and Pacific Railroad Company was $1,000,000, consisting of 20,000 shares of $50 each. There was issued $155,- 250. By the terms of the plan of reorganization of April 9, 1862, holders were entitled to receive an equal amount of the capital stock of the Toledo, Logansport and Burlington Railway Company. The time for the exchange of this stock was limited to May 7, 1867, by the order of the United States circuit court 60 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. for the district of Indiana of November 14, 1866, above men¬ tioned. MORTGAGES AND BONDS. First mortgage, dated January 13, 1859, to Andrew V. Stout,, trustee, securing $800,000 bonds, $650,000 of which numbered from 1 to 650 inclusive, were for $1,000 each, and $150,000, num¬ bered from 651 to 950 inclusive for $500 each, all dated February 1, 1859, payable February 1, 1884, bearing 7 per cent, interest, all of which were issued. On August 27, i860, foreclosure pro¬ ceedings were commenced by Morris K. Jesup and others which were transferred by change of venue to the circuit court for Pu¬ laski county, where the cause was dismissed September 5, 1865. The Toledo, Logansport and Burlington Railroad was sold under foreclosure of the second mortgage, referred to below, and conveyed to the Toledo, Logansport and Burlington Rail¬ way Company, subject to the lien of the first mortgage, in accordance with the agreement of reorganization entered into by the creditors and stockholders April 9, 1862. The new com¬ pany assumed the payment of the principal of these bonds, and in accordance with the agreement of reorganization holders were to receive for par amount of unpaid coupons to August 1, 1863, and interest thereon, preferred stock of the Toledo, Logansport and Burlington Railway Company. To meet reorganization ex¬ penses bondholders were assessed to the extent of ip2 per cent, on bonds. The time for the exchange of these coupons for preferred stock -was limited to May 7, 1867, as above stated. The Columbus and Indianapolis Central Railway Company en¬ dorsed on each of these bonds a guaranty of the payment of the interest after February 1, 1866, in accordance with a resolution of the board of directors of that company passed October 12, 1865. There were $269,500 bonds exchanged for first mortgage bonds of the Columbus, Chicago and Indiana Central Railway Com¬ pany. The balance were paid by the Chicago, St. Louis and Pittsburgh Railroad Company. Second mortgage, dated April 1, 1859, to Thomas Williams, Jr., securing $200,000 bonds of $500 each, dated April 1, 1859, payable April 1, 1884, bearing 7 per cent, interest, all of which were issued. This mortgage was foreclosed as above shown. By the agreement of reorganization of April 9, 1862, the holders of these bonds were entitled to receive preferred stock of the To¬ ledo, Logansport and Burlington Railway Company to the CORPORATE HISTORY. 6 l amount of 75 per cent, of their bonds, coupons and interest. Bondholders were assessed ijd per cent, on the par value of their bonds to meet reorganization expenses. The time for the ex¬ change of these bonds and coupons for preferred stock was lim¬ ited to May 7, 1867, as above shown. TOLEDO, LOGANSPORT AND BURLINGTON RAIL¬ WAY COMPANY. 1 The Toledo, Logansport and Burlington Railway Company was formed by the reorganization of the Toledo, Logansport and Burlington Railroad Company. In accordance with the general law of Indiana, under which the company was organized, a cer¬ tificate, which was filed in the office of the secretary of state of Indiana September 26, 1862, was executed by the purchasers of the Toledo, Logansport and Burlington Railroad September 22, 1862, setting forth that they had purchased that railroad and as such purchasers had that day adopted articles of association constituting themselves a corporation by the name of the Toledo, Logansport and Burlington Railway Company. Articles of asso¬ ciation were entered into September 22, 1862, and filed in the office of the secretary of state of Indiana September 25, 1862. A certificate of the organization of the company was executed October 2, 1862, and recorded in the counties along the road in October, 1862. The Toledo, Logansport and Burlington Railroad was con¬ veyed by deed dated July 10, 1862, of David G. Rose, commis¬ sioner, to John S. Kennedy, trustee, who conveyed it to the To¬ ledo, Logansport and Burlington Railway Company by deed dated July 31, 1862. The first directors were elected September 22, 1862, and the organization was perfected October 1, 1862. The company was consolidated September 11, 1867, with the Columbus and Indianapolis Central Railway Company and the Union and Logansport Railroad Company under the name of the Columbus and Indiana Central Railway Company. CAPITAL STOCK. The capital stock authorized in the articles of association was $1,000,000, in shares of $50 each, $500,000 of which was common 1 See page 514. 62 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. and $500,000 preferred. There was $45,050 common and $395,- 485.89 preferred stock issued. Holders of the preferred stock were entitled to $135 of the capital stock of the Columbus and Indiana Central Railway Com¬ pany for each $100 stock held by them, and the common stock • was exchangeable for 50 per cent, of its par value. MORTGAGES AND BONDS. The company executed no mortgage covering its railway. In accordance with the agreement of reorganization above mentioned the company assumed the payment of the principal of the first mortgage bonds of the Toledo, Logansport and Bur¬ lington Railroad Company dated February 1, 1859, an d °f inter¬ est thereon after August 1, 1863. The agreement of reorganization of April 9, 1862, above re¬ ferred to provided for the issue of income bonds to an amount equal to the amount found to be due upon claims of unpaid contractors and laborers, and for material and other indebt¬ edness not exceeding $80,000. These bonds were to be placed on an equality with the first mortgage bonds of the Toledo, Logansport and Burlington Railroad Company. They were not to bear interest until the expiration of three years after date, but the interest so remitted was to be used in stocking and furnishing the road. The decree of the United States circuit court for the district of Indiana of May 29, 1862, placed these bonds on the same footing as the first mortgage bonds of the Toledo, Logansport and Burlington Railroad Company. There were $74,025 income bonds issued, dated February 1, 1863, pay¬ able February 1, 1884, all of which have been retired except $4,- 100 still outstanding January 1, 1898. COLUMBUS AND INDIANA CENTRAL RAILWAY .COMPANY. 1 The Columbus and Indiana Central Railway Company was formed by the consolidation of the Columbus and Indianapolis Central Railway Company, the Union and Logansport Railroad Company and the Toledo, Logansport and Burlington Railway Company. 1 See page 529. CORPORATE HISTORY. 63 Articles of consolidation were entered into by the presidents and directors of the three companies June 28, 1867, ratified by the stockholders of the Union and Logansport Railroad Com¬ pany August 12, 1867, by the stockholders of the Toledo, Logans¬ port and Burlington Railway Company August 14, 1867, and by the stockholders of the Columbus and Indianapolis Central Rail¬ way Company August 16, 1867, and filed in the office of the secretary of state of Ohio September 10, 1867, and of Indiana September 11, 1867. The first election for directors was held September 11, 1867, and the organization was perfected the same date. The company was consolidated with the Chicago and Great Eastern Railway Company February 12, 1868, under the name of the Columbus, Chicago and Indiana Central Railway Com¬ pany. CAPITAL STOCK. The capital stock authorized in the articles of consolidation was $9,000,000, consisting of 180,000 shares of $50 each. About $3,- 874,950 was issued. In the consolidation of the company into the Columbus, Chicago and Indiana Central Railway Company the stockholders of the Columbus and Indiana Central Railway Company were entitled to an equal amount of the capital stock of the consolidated company and an increase in addition thereto of $2,000,000 of the capital stock of the Columbus, Chicago and Indiana Central Railway Company to be distributed among them pro rata. MORTGAGES AND BONDS. The Columbus and Indiana Central Railway Company exe¬ cuted no mortgage on its railway. Income bonds. The articles of consolidation provided for the issue of income bonds for the 50 per cent, increase allowed the stockholders of the Columbus and Indianapolis Central Railway Company, in accordance with which $1,300,000 of $1,000 each, and $119,000 of $500 each, were issued, dated September 11, 1867, payable September 1, 1877, bearing 7 per cent, interest. They were not secured by mortgage. ' They were convertible into capital stock of the company and holders were entitled to one vote for every $50 of the par amount of their bonds. The articles of consolidation forming the Columbus, Chicago and Indiana Cen¬ tral Railway Company provided that holders of these income bonds, or those entitled to receive them at their option, should 64 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. not be entitled to any part of the increase of the $2,000,000 to be allowed the stockholders of the Columbus and Indiana Central Railway Company, unless they should convert their bonds into stock, or declare their intention to do so in writing within 90 days after the ratification of the articles of consolidation by the Columbus and Indiana Central Railway Company. The Jeffer¬ sonville, Madison and Indianapolis Railroad Company received $22,000 of these bonds, numbered from 1226 to 1247 inclusive, in payment of a debt, endorsed, and afterwards paid by them. There were $156,000 of the $1,000 bonds and $20,000 of the $500 bonds exchanged for capital stock, total $176,000. Default was made in the payment of interest on these bonds March 1, 1871, and the board of directors of the Columbus, Chicago and Indiana Central Railway Company, at a meeting held May 22, 1872, or¬ dered them to be exchanged for second mortgage bonds of the Columbus, Chicago and Indiana Central Railway Company, and $1,093,000 of the $1,000 bonds, and $92,000 of the $500 bonds were so exchanged. Coupon scrip of the Columbus, Chicago and Indiana Central Railway Company, bearing 7 per cent, in¬ terest was issued for the unpaid coupons. The second mortgage bonds of the Columbus, Chicago and Indiana Central Railway Company into which these bonds were authorized to be converted, were on the reorganization of that company, made convertible into capital stock of the Chicago, St. Louis and Pittsburgh Railroad Company at the rate of $1,250 of preferred stock and $250 of common stock for each bond and the accumulated interest thereon upon payment of 10 per cent, in cash on the par value of the bonds. The executive committee of the Chicago, St. Louis and Pittsburgh Railroad Company, December 24, 1884, authorized the conversion of $5,000 of the $1,000 bonds, and on January 3, 1885, of $22,000 more of them into capital stock of the company the same as if they had been exchanged for second mortgage bonds of the Columbus, Chi¬ cago and Indiana Central Railway Company. CHICAGO AND GREAT EASTERN RAILWAY COMPANY. The Chicago and Great Eastern Railway Company (No. 4) was formed by the consolidation of Chicago and Great Eastern Railway Company (No. 3) and the Cincinnati and Chicago Air Line Railroad Company. CORPORATE HISTORY. 65 The Chicago and Great Eastern Railway Company (No. 3) was formed by the consolidation of the Chicago and Great Eastern Railway Company (No. 2) and the Chicago and Cin¬ cinnati Railroad Company. The Chicago and Great Eastern Railway Company (No. 2) was formed by the consolidation of the Chicago and Great Eastern Railway Company (No. 1) and the Galena and Illinois River Railroad Company. The history of this company begins with the Galena and Illinois River Railroad Company. GALENA AND ILLINOIS RIVER RAILROAD COMPANY. 1 The Galena and Illinois River Railroad Company was incor¬ porated by special act of the Illinois legislature, approved Feb¬ ruary 18, 1857, to construct a railroad from Galena, in Joe Daviess county, to a point to be afterward located in township number 35 (Bloom township, Chicago, Cook county, Illinois), east of range number thirteen of the third principal meridian. A line of road was located by the company from Galena, Illinois, to a point on the boundary line between Illinois and Indiana. By an instrument dated September 11, 1863, Edward H. Beebe, M. Y. Johnson, L. C. McKenney and C. B. Denio, the corpora¬ tors named in the act of February 18, 1857, assigned the charter to Joseph E. Young, president of the Chicago and Great Eastern Railway Company and authorized and empowered him to open books of subscription to the capital stock of the company. The company did not complete any part of the road ready for operation. It was consolidated October 30, 1863, with the Chicago and Great Eastern Railway Company (No. 1) under the name of the Chicago and Great Eastern Railway Company (No. 2). In accordance with the decree of sale of the Columbus, Chi¬ cago and Indiana Central Railway by the United States circuit court for the northern district of Illinois November 15, 1882, the deed of conveyance of the railroad to the Chicago, St. Louis and Pittsburgh Railroad Company excepted any right of way, easement, franchises, power or corporate right to build a railway from Chicago to Galena or to any other place westward of Chi- 5 1 See page 595. 66 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. cago possessed and owned by the Columbus, Chicago and In¬ diana Central Railway Company or granted to them or to the Chicago and Great Eastern Railway Company or to any persons or body corporate of whom the Columbus, Chicago and Indiana Central Railway Company was the successor or assignee on or before February 20, 1868. CAPITAL STOCK. The capital stock authorized by the act of February 18, 1857, was $1,000,000, in shares of $100 each, which might be increased to any amount not exceeding the actual cost of constructing and equipping the road. The amount issued was $53,000 which was convertible by the terms of the articles of consolidation into the capital stock of the Chicago and Great Eastern Railway Company (No. 2) share for share. MORTGAGES AND BONDS. This company created no mortgage debt. CHICAGO AND GREAT EASTERN RAILWAY COM¬ PANY (No. i). 1 The Chicago and Great Eastern Railway Company (No. 1) filed articles of association dated June 15, 1863, in the office of the secretary of state of Indiana June 19, 1863, under the general railroad laws of that state, for the purpose of constructing a rail¬ road from Logansport through Cass, Pulaski, Stark, La Porte, Porter and Lake counties to the eastern boundary line of the state of Illinois. The company was organized June 19,. 1863. No portion of the road was opened for operation by this com¬ pany. The company was consolidated October 30, 1863, with the Galena and Illinois River Railroad Company under the name of the Chicago and Great Eastern Railway Company (No. 2). CAPITAL STOCK. The capital stock authorized by the articles of association was $1,200,000 in shares of $100 each with the privilege of increasing 1 See page 600. CORPORATE HISTORY. 67 it in accordance with the general law of Indiana of May n, 1852. The amount issued was $95,500 which, in accordance with the terms of the articles of consolidation forming the Chicago and Great Eastern Railway Company (No. 2), was convertible into capital stock of that company share for share. MORTGAGES AND BONDS. No mortgage debt was created by this company. CHICAGO AND GREAT EASTERN RAILWAY COMPANY (No. 2). 1 The Chicago and Great Eastern Railway Company (No. 2) was formed by the consolidation of the Galena and Illinois River Railroad Company and the Chicago and Great Eastern Railway Company (No. 1). Articles of consolidation were executed by the presidents and secretaries and ratified by the stockholders of the two companies October 30, 1863, and filed in the office of the secretary of state of Indiana October 30, 1863, and of Illinois November 2, 1863. The first election for directors was held October 30, 1863, and the organization was perfected the same date. The special act of the Illinois legislature approved February 16, 1865, authorized the number of directors to be increased to thirteen and authorized meetings to be held out of the state. It related to the speed of trains within the limits of Chicago, and declared that the road should be subject to all general laws regulating the rates of tariff on freight and passengers of railroad companies that might there¬ after be passed by the Illinois legislature. A contract for the construction of the road from Chicago to La Crosse was entered into in 1863, and the road was opened for operation in March, 1865. The company was consolidated with the Chicago and Cincin¬ nati Railroad Company January 25, 1865, under the name of the Chicago and Great Eastern Railway Company (No. 3). CAPITAL STOCK. The capital stock issued was about $705400, in snares of $100 each. In fixing the basis for consolidating the capital stock of 1 See page 600. 68 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the company with the capital stock of the Chicago and Cincin¬ nati Railroad Company the roads of the two companies were estimated as of equal value per mile, the road of the Chicago and Great Eastern Railway Company being 70 miles in length and the Chicago and Cincinnati Railroad Company 45 miles in length, or a total of 115 miles, and the stockholders of the Chicago and Great Eastern Railway Company were entitled to receive 7o/ii5ths of the capital stock of the Chicago and Great Eastern Railway Company (No. 3). MORTGAGES AND BONDS. First mortgage, dated November 10, 1863, to Frederick Schuch- ardt and Henry Morgan, trustees, securing $2,000,000 bonds of $1,000 each, dated November 10, 1863, payable October 1, 1893, bearing 7 per cent, interest, all of which were issued. This mortgage covered the line between Chicago and Logansport, and $1,100,000 of the bonds were to be used in constructing and equipping the road from Chicago to La Crosse, and $900,- 000 for the construction and equipment of the line from La Crosse to Logansport, or in case of the purchase and consolida¬ tion with the Chicago and Cincinnati Railroad the lien of the mortgage was to extend over that railroad. There were $234,- 000 of these bonds exchanged for bonds of the Chicago and Great Eastern Railway Company (No. 4) dated April 1, 1865, and $1,556,000 for Columbus, Chicago and Indiana Central Railway Company’s first mortgage bonds. The remainder were taken up by the Chicago, St. Louis and Pittsburgh Railroad Company, the last of them being retired in 1893. The Chicago and Great Eastern Railway Company (No. 4) executed a mortgage supple¬ mentary to this mortgage February 24, 1865, further conveying and assuring unto the trustees the railroad formerly of the Chi¬ cago and Cincinnati Railroad Company between Logansport and Valparaiso. Income bonds not secured by mortgage were authorized to the amount of $300,000, of which there were issued $150,000 dated July 1, 1863, redeemable January 1, 1884, bearing 7 per cent, interest. The interest was payable out of the net profits before dividends to stockholders. There were $140,950 exchanged for capital stock of the Columbus, Chicago and Indiana Central Rail¬ way Company ($150 of stock for $100 of bonds). There were $6,250 outstanding January 1, 1898. CORPORATE HISTORY. 69 CHICAGO AND GREAT EASTERN RAILWAY COM¬ PANY (No. 3). 1 The Chicago and Great Eastern Railway Company (No. 3) was formed by the consolidation of the Chicago and Cincinnati Rail¬ road Company and the Chicago and Great Eastern Railway Company (No. 2). Articles of consolidation were executed Jan¬ uary 25, 1865, ratified by the stockholders of the two companies the same date, and filed in the office of the secretary of state of Illinois May 15, 1865, and of Indiana July 1, 1867. The first election for directors was held January 25, 1865, and the organi¬ zation completed the same date. By joint deed dated January 25, 1865, the Chicago and Great Eastern Railway Company (No. 2) and the Chicago and Cincinnati Railroad Company each con¬ veyed its railroad, properties, franchises, etc., to the Chicago and Great Eastern Railway Company (No. 3). . On the same date, January 25, 1865, the Chicago and Great Eastern Railway Company (No. 3) was 'consolidated with the Cincinnati and Chicago Air Line Railroad Company under the name of the Chicago and Great Eastern Railway Company (No. 4). CAPITAL STOCK. The capital stock authorized to be issued was fixed by the stockholders January 25, 1865, at $2,263,900, all of which was issued. The stockholders were entitled to receive an equal amount of stock of the Chicago and Great Eastern Railway Com¬ pany (No. 4). The company created no mortgage debt. CHICAGO AND CINCINNATI RAILROAD COMPANY. 2 The Chicago and Cincinnati Railroad Company filed articles of incorporation, dated September 12, 1857, in the office of the secretary of state of Indiana, September 25, 1857, under the gen¬ eral law of Indiana of May 11, 1852, for the purpose of construct¬ ing a railroad from a point on the Cincinnati and Chicago Rail¬ road about 2,000 feet south of the Wabash river and near Logans- port to a point on the Pittsburgh, Fort Wayne and Chicago Railroad at or near Valparaiso in Porter county. 1 See page 610. 2 See page 614. 7O PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Work was commenced on the road in August, 1858, and it was opened for operation in 1861, connection being made with the Pittsburgh, Fort Wayne and Chicago Railroad at Valparaiso for Chicago. A contract for the consolidation of the rolling stock, machinery, etc., and joint operation and division of earnings, was entered into with the Cincinnati and Chicago Air Line Railroad Company June 19, 1862, taking effect July 1, 1862, to continue in force until December 31, 1870, and terminable by either party upon six months’ written notice. The company was consolidated with the Chicago and Great Eastern Railway Company (No. 2) under the name of the Chi¬ cago and Great Eastern Railway Company (No. 3) January 25, 1865. This gave the road an independent line into Chicago, in consequence of which the track from Valparaiso to La Crosse was taken up in March, 1865. CAPITAL STOCK. The capital stock authorized in the articles of association was $100,000, in shares of $100 each: A certificate of an increase of capital stock to $1,000,000 was filed in the office of the secretary of state of Indiana February 1, 1859. There was issued about $783,000 stock. The stockholders of the Chicago and Cincinnati Railroad Com¬ pany were entitled to receive 45/ii5ths of the entire capital stock of the Chicago and Great Eastern Railway Company (No. 3), to be distributed among them pro rata, in accordance with the articles of consolidation forming that company. MORTGAGES AND BONDS. First mortgage, dated October 1, 1857, to F. C. Gebhard and Nathaniel Marsh, trustees, securing $1,500,000 bonds, $1,000,- 000 of which, numbered from 1 to 1,000, were for $1,000 each, $400,000, numbered from 1,001 to 1,800, for $500 each, and $100,- 000, numbered from 1,801 to 2,300, for $200 each, all payable October 1, 1887, and bearing 7 per cent, interest. All of which were issued, some of them being used as collateral security for the payment of promissory notes of the company. The holders of the bonds executed a written agreement January 7, 1865, to surrender them and receive 65 per cent, of their CORPORATE HISTORY. 7 1 value in bonds of the Chicago and Great Eastern Railway Company (No. 2), dated November 10, 1863, bearing inter¬ est from April 1, 1865, and to relinquish all claims for past due and unpaid coupons. An agreement was also entered into January 7, 1865, with the holders of the promissory notes secured by a pledge of the first mortgage bonds as collateral to surrender the notes and the bonds pledged as security and to receive for the principal and interest of the notes bonds of the Chicago and Great Eastern Railway Company of the $2,000,000 issue dated November 10, 1863, payable October 1, 1893, bearing interest from April 1, 1865. In the case of J. R. Planten vs. The Chicago and Cincinnati Railroad Company and the Chicago, St. Louis and Pittsburgh Railroad Company, a decree was rendered August 20, 1890, by the United States circuit court for the district of Indiana, for¬ ever barring the outstanding bonds issued under this mortgage which had not been presented and filed in the court on or before August 15, 1890, and declaring the mortgage to be satisfied and discharged as a lien and incumbrance upon the property therein described. This release of the mortgage was recorded in 1890 in the several counties. CHICAGO AND GREAT EASTERN RAILWAY COMPANY (No. 4). 1 The Chicago and Great Eastern Railway Company (No. 4) was formed by the consolidation of the Chicago and Great Eastern Railway Company (No. 3) and the Cincinnati and Chicago Air Line Railroad Company. Articles of consolidation were entered into January 25, 1865, ratified by the stockholders of both companies the same date, and filed in the office of the secretary of sjtate of Illinois May 15, 1865. The first election for directors was held January 25, 1865, and the organization perfected January 30, 1865. By joint deed dated January 25, 1865, the Chicago and Great Eastern Railway Company (No. 3) and the Cincinnati and Chi¬ cago Air Line Railroad Company each conveyed to the consoli¬ dated company its railroad, franchises, etc. The company was consolidated with the Columbus and In- 1 See page 624 72 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. diana Central Railway Company February 12, 1868, under the name of the Columbus, Chicago and Indiana Central Railway Company. CAPITAL STOCK. The capital stock authorized by the articles of consolidation was $4,390,000 in shares of $100 each, all of which was issued. Stockholders were entitled to an equal amount of the capital stock of the Columbus, Chicago and Indiana Central Railway Company. MORTGAGES AND BONDS. As above mentioned, the Chicago and Great Eastern Railway Company (No. 4) executed a mortgage to Frederick Schuchardt and Henry Morgan February 24, 1865, supplementary to the mortgage of the Chicago and Great Eastern Railway Company (No. 2), dated November 10, 1863, for the purpose of more effectually vesting in them the title to the railroad and property formerly of the Chicago and Cincinnati Railroad Company. 1 Mortgage, dated April 1, 1865, to George N. Titus and James D. Fish, trustees, securing $5,600,000 bonds of $1,000 each, dated April 1, 1865, payable April 1, 1895, bearing 7 per cent, interest. Of these bonds $1,947,000 were to be used to retire Cincinnati and Chicago Air Line Railroad Company’s bonds, $2,000,000 to take up bonds of the Chicago and Great Eastern Railway Com¬ pany (No. 2), $300,000 to retire bonds of the New Castle and Richmond Railroad Company, and $1,353,000 for improvements. There were $2,289,000 issued, of which $2,063,000 were exchanged for first mortgage bonds of the Columbus, Chicago and Indiana Central Railway Company, and $226,000 paid in cash, the last of them being paid at maturity. Supplementary mortgage, dated December 31, 1866, to George N. Titus and James D. Fish trustees, supplementary to mortgage of April 1, 1865. This mortgage was executed for the purpose of more effectually vesting the property and premises in the trustees and also of conveying property acquired subsequent to the date of that mortgage. Mortgage, dated January 1, 1867, to James W. Elwell and Lawrence Wells, trustees, securing $2,000,000 “ Construction and Equipment " bonds, dated January 1, 1867, payable January 1, 1880, bearing 7 per cent, interest, $1,830,000 of which, numbered from 1 to 1,830 inclusive, were for $1,000 each, $150,000 num¬ bered from 1,831 to 2,130 inclusive for $500 each, and $20,000 CORPORATE HISTORY. 73 numbered from 2,131 to 2,330 inclusive, for $100 each. There were $386,400 issued, of which $45,000 were exchanged for sec¬ ond mortgage bonds of the Columbus, Chicago and Indiana Cen¬ tral Railway Company and the remainder paid and cancelled, except $700, outstanding January 1, 1898. Construction and equipment bond scrip was issued in various denominations, the last of which was retired in August, 1888. CINCINNATI AND CHICAGO AIR LINE RAILROAD COMPANY. The Cincinnati and Chicago Air Line Railroad Company was formed by the reorganization of the Cincinnati and Chicago Rail¬ road Company (No. 2), which was formed by the consolidation of the Cincinnati, Logansport and Chicago Railway Company and the Cincinnati and Chicago Railroad Company (No. 1). The Cincinnati, Logansport and Chicago Railroad Company was the successor by change of name of the New Castle and Richmond Railroad Company. The Cincinnati and Chicago Railroad Com¬ pany (No. 1) was formed by the consolidation of the Cincinnati, Cambridge and Chicago Short Line Railway Company and the Cincinnati, New Castle and Michigan Railroad Company. NEW CASTLE AND RICHMOND RAILROAD COMPANY. 1 The New Castle and Richmond Railroad Company was incor¬ porated by special act of the Indiana legislature approved Feb¬ ruary 16, 1848, to construct a railroad from New Castle, Indiana, via Hagerstown and Washington, to Richmond, Indiana. The first election for directors was held November 2, 1850, and the organization was perfected November 11, 1850. By special act of the Indiana legislature, which became a law January 24, 1851, the company was authorized to extend its rail¬ road from New Castle to intersect with the Peru and Indianapolis Railroad, or Lafayette and Indianapolis Railroad, at such points on those roads as the New Castle and Richmond Railroad Com¬ pany might determine. It was originally the intention of the 1 See page 538. 74 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. company to extend the road to Lafayette, via Logansport, but it was located only as far as Logansport. Work was commenced in 1851, and the road opened for opera¬ tion from New Castle to Richmond in December, 1853. The extension to Logansport was not opened until 1857. By resolution of the board of directors of February 26, 1853, the name of the company was changed to Cincinnati, Logansport and Chicago Railway Company. CAPITAL STOCK. The capital stock authorized by the act of February 16, 1848, was $250,000, in shares of $50 each, with authority to increase it to any amount desirable for completing the road. MORTGAGES AND BONDS. First mortgage, dated February 25, 1852, to Joseph B. Varnum and George Carlisle, trustees, covering the railroad between Rich¬ mond and New Castle, securing $300,000 bonds of $1,000 each, dated February 25, 1852, payable February 25, 1867, bearing 7 per cent, interest, all of which were issued. The Cincinnati and Chicago Railroad was sold subject to the lien of this mortgage, and the reorganized company, the Cincinnati and Chicago Air Line Railroad Company, and its successors, were unable to re¬ tire the bonds by exchanging them for their new bonds. De¬ fault having been made in the payment of interest, foreclosure proceedings were commenced in November 1864, by James Pullan, successor to Joseph B. Varnum and George Carlisle, as trustee, in the United States circuit court for the district of Indiana. A decree was rendered July 30, 1874, whereby it was adjudged that there remained $932,500.44, principal and interest due and unpaid, and ordering the road to be sold in default of payment. The case was taken to the Supreme Court of the United States, but by consent of the parties it was dismissed March 6, 1883, and the controversy settled out of court. 1 On December 1, 1851, the board of directors authorized an issue of $50,000 domestic bonds in denominations of not less than $100 each, redeemable in 3 years, bearing 10 per cent, interest, of which about $10,933 were issued. They were not secured.by mortgage. 1 These bonds were found on file with the records of this case in the office of the clerk of the United States Circuit Court at Indianapolis, in January, 1899, and steps are being taken to secure their destruction. CORPORATE HISTORY. 75 CINCINNATI, LOGANSPORT AND CHICAGO RAIL¬ WAY COMPANY. 1 The Cincinnati, Logansport and Chicago Railway Company was the successor by change of name of the New Castle and Richmond Railroad Company, by resolution of the board of direc¬ tors of the latter company February 26, 1853, adopted under the authority of the general law of Indiana of February 22, 1853. The company did considerable work on the uncompleted por¬ tion of road between New Castle and Logansport, but did not open it for operation. The company was consolidated with the Cincinnati and Chicago Railroad Company (No. 1) under the name of the Cincinnati and Chicago Railroad Company August 3L 1 854- capital STOCK. The capital stock authorized by the act of February 16, 1848, incorporating the New Castle and Richmond Railroad Company was $250,000, with authority to increase it at any time to any amount desirable for completing the road. The amount issued was about $700,000. Stockholders were entitled to receive an equal amount of stock of the Cincinnati and Chicago Railroad Company (No. 2). MORTGAGES AND BONDS. First mortgage, covering the railroad from Richmond to Lo¬ gansport, dated April 1, 1853, to George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, trustees, secur¬ ing £300,000 bonds dated April 1, 1853 payable May 1, 1883, bearing 6 per cent, interest, of which £45,000, numbered from 1 to 200 inclusive, were for £225 each, and £205,000, numbered from 201 to 610 for £500 each. The remaining £50,000 were to be issued at some future time and were to be either sterling or dollar bonds, the dollar bond to be estimated at the rate of $4.80 to the pound. There were issued £250,000 of the sterling bonds, equal to $1,200,000, and $240,000 of the dollar bonds, total $1,- 440,000. The road was sold under foreclosure of this mortgage, as shown below. Under an arrangement among the bondhold¬ ers they surrendered their unpaid coupons, and received 80 per cent, of the par value of their bonds in first mortgage bonds of the Cincinnati and Chicago Air Line Railroad Company. No written agreement for reorganization was entered into. 1 See page 546. j6 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. On November 19, 1853, the company authorized the issue of $300,000 income bonds payable in five years, and on April 7, 1854, of $500,000 stock bonds payable in three years, both issues to bear 10 per cent, interest and to be convertible into capital stock. There were issued about $30,000 of both classes of bonds. CINCINNATI, CAMBRIDGE AND CHICAGO SHORT LINE RAILWAY COMPANY. 1 This company filed articles of association dated January 19, 1853, in the office of the secretary of state of Indiana January 20, 1853, under the general law of the state, to construct a railroad from New Castle by the best line to Cambridge City, thence in a southeasterly direction through Wayne and Union counties in a direction leading to Cincinnati, to the dividing line between the states of Ohio and Indiana, there to connect with the Cincinnati Western Railway. The first election for directors was held January 19, 1853, and the organization was perfected the same date. Some work was done on the road, but no part of it was opened for operation. The company was consolidated with the Cincin¬ nati, New Castle and Michigan Railroad Company April 12, 1854, under the name of the Cincinnati and Chicago Railroad Company. The railroad of this company forms no part of the Pittsburgh, Cincinnati, Chicago and St. Louis Railway. CAPITAL STOCK. The capital stock authorized in the articles of association was $2,000,000 in shares of $50 each, of which about $360,000 were issued. Stockholders were entitled to an equal amount of the stock of the Cincinnati and Chicago Railroad Company (No. 1). MORTGAGES AND BONDS. The company executed a mortgage July 1, 1853, to Charles W. Rockwell, to secure $500,000 bonds payable July 1, 1873, and a later mortgage to Solomon Meredith and John McLean October 1, 1853, to secure $100,000 real estate bonds. Both of these mortgages were duly recorded, but no bonds were issued. 1 See page 551. CORPORATE HISTORY. 77 CINCINNATI, NEW CASTLE AND MICHIGAN RAIL¬ ROAD COMPANY. 1 This company filed articles of association dated April 9, 1853, in the office of the secretary of state of Indiana April 11, 1853, under the general law of Indiana of May 11, 1852, to construct a railroad from New Castle, connecting there with the Cincinnati, Cambridge and Chicago Short Line Railway, thence in a north and northwesterly direction, as might be found practicable and convenient, passing through the counties of Henry, Delaware, Grant, Wabash, Kosciusko, Elkhart, and St. Josephs, to the state line between Indiana and Michigan, in a direction leading to the mouth of Grand river in the state of Michigan. The company located the road from New Castle to Wabash, Indiana, and did some work thereon, but opened mo part of it for operation. The company was consolidated with the Cincinnati, Cambridge and Chicago Short Line Railway Company April 12, 1854, under the name of the Cincinnati and Chicago Railroad Company (No. 1). The road of the Cincinnati, New Castle and Michigan Railroad Company forms no part of the present line of the Pittsburgh, Cin¬ cinnati, Chicago and St. Louis Railway Company. CAPITAL STOCK. The capital stock authorized in the articles of association was $2,000,000, in shares of $50 each, of which about $380,000 was issued. Stockholders were entitled to an equal amount of stock of the Cincinnati and Chicago Railroad Company (No. 1). MORTGAGES AND BONDS. There is no record of any mortgage executed by this company covering its railroad. CINCINNATI AND CHICAGO RAILROAD COMPANY (No. i). 2 The Cincinnati and Chicago Railroad Company (No. 1) was formed by the consolidation of the Cincinnati, Cambridge and Chicago Short Line Railway Company and the Cincinnati, New Castle and Michigan Railroad Company by authority of the gen¬ eral law of Indiana. 1 See page 554. J See page 556. y8 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. A joint committee appointed by the boards of directors of the two companies agreed upon a plan of consolidation April 12, 1854, which was ratified and confirmed by the board of directors and stockholders of the two companies the same date. A certificate of the organization of the consolidated company was filed in the office of the secretary of state of Indiana May 1, 1854. The first election for directors was held April 12, 1854, and the organization was perfected April 13, 1854. The company laid no iron and did not open any part of its road for operation. No part of the road of this company is comprised in the Pittsburgh, Cincinnati, Chicago and St. Louis Railway. The company was consolidated with the Cincinnati, Logansport and Chicago Railway Company August 31, 1854, under the name of the Cincinnati and Chicago Railroad Company (No. 2). CAPITAL STOCK. The capital stock issued was about $817,250. Holders were entitled to receive an equal amount of stock of the Cincinnati and Chicago Railroad Company (No. 2). MORTGAGES AND BONDS. This company executed no mortgage covering its railroad. Two issues of real estate bonds secured by real estate apart from the right of way and railroad of the company were made, the deeds of trust containing a provision that on surrender of bonds equal to the appraised value of the lands the trustees were to make a deed to the bondholders. Nearly all of the real estate bonds were retired in this manner. CINCINNATI WESTERN RAILROAD COMPANY. 1 A contract was entered into March 26, 1853, between the Cincinnati, Cambridge and Chicago Short Line Railway Com¬ pany and the Cincinnati Western Railroad Company, whereby it was agreed that the amounts derived from the entire capital stock subscribed to both companies should be applied to the construc¬ tion of the whole road from Cincinnati to New Castle. The two companies were to be consolidated as soon as a law should be passed in Ohio permitting it. Both companies were to guarantee one another’s bonds and when the entire line was completed it was to be operated at their joint expense. 1 See page 552. CORPORATE HISTORY. 79 The Cincinnati, Cambridge and Chicago Short Line Railway Company at a meeting April 6, 1853, consented to two issues of bonds by the Cincinnati Western Railroad Company, one of $500,000 payable in ten years, of which they were to guarantee the payment of the principal and interest, and the other of $600,000 payable in twenty years, to secure which the Cincinnati, Cambridge and Chicago Short Line Railway Company was to execute a mortgage covering its railroad. These bonds were not issued. The Cincinnati and Chicago Railroad Company (No. 1) and the Cincinnati and Chicago Railroad Company (i\o. 2) both as¬ sumed the agreement of March 26, 1853, with the Cincinnati Wes¬ tern Railroad Company. No articles of consolidation were entered into by the Cincinnati, Cambridge and Chicago Short Line Railway Company or by the Cincinnati and Chicago Railroad Company with the Cincinnati Western Railroad Company, but the articles of consolidation be¬ tween the Cincinnati and Chicago Railroad Company (No. 1) and the Cincinnati, Logansport and Chicago Railway Company under the name of the Cincinnati and Chicago Railroad Company (No. 2) stipulated that any of the stock of the Cincinnati and Chicago Railroad Company of Ohio, to which, the name of the Cincinnati Western Railroad Company had been changed, could be ex¬ changed for an equal amount of the stock of the Cincinnati and Chicago Railroad Company (No. 2). Neither the Cincinnati Western Railroad Company nor the Cincinnati and Chicago Rail¬ road of Ohio accomplished any material work on the road and no part of it was opened for operation. The railroad of this company, if any was ever built, forms no part of the Pittsburgh, Cincinnati, Chicago and St. Louis Railway. CINCINNATI AND CHICAGO RAILROAD COMPANY (No. 2). 1 The Cincinnati and Chicago Railroad Company (No. 2) was formed by the consolidation of the Cincinnati and Chicago Rail¬ road Company (No. 1) and the Cincinnati, Logansport and Chi¬ cago Railway Company. Articles of consolidation were entered into by committees on behalf of the two companies August 31, 1 See page 559. So PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. * 1854, ratified by the stockholders the same date, and filed in the office of the secretary of state of Indiana October 10, 1854. The first election for directors occurred August 31, 1854, and the organization was perfected the same date. The company leased and conveyed its railroad from Richmond to the south bank of the Wabash river to John W. Wright and Company, October 16, 1856, who agreed to lay the balance of the iron between Anderson and Kokomo and complete the road ready for operation April 1, 1857, and pay the interest accruing after January 1, 1857, on all mortgage bonds of the company. They were to have control of the road for five years from Jan¬ uary 1, 1857, and until they should be reimbursed for the moneys expended by them, and at the end of five years from the comple¬ tion of the road were to receive $500,000 with interest at 6 per cent. The road was opened for operation from Richmond to the south bank of the Wabash river opposite Logansport July 4, 1857, the time for its completion having been subsequently extended by the company. The bridge over the Wabash river was built and the connection with the Chicago and Cincinnati Railroad was afterwards made by the Cincinnati and Chicago Air Line Railroad Company. The lease was assigned by J. W. Wright and Company to Wil¬ liam D. Judson and George B. Ripley, and was afterwards pro¬ nounced by the United States circuit court for the district of Indiana void for want of authority in the company to execute it. A receiver was appointed by the United States circuit court for the district of Indiana in 1858. In 1858 proceedings were instituted in the United States circuit court to foreclose the mortgage executed by the Cincinnati, Logansport and Chicago Railway Company April 1, 1853, to Riggs, Hamilton and Carlisle covering the road from Richmond to Logansport. A decree was rendered March 14, i860, ordering this portion of road to be sold subject to the lien of a mortgage executed by the New Castle and Richmond Railroad Company February 25, 1852, to J. B. Varnum and George Carlisle, and the proceeds to be divided as follows: 1 Cost of suit, etc. 2. $350,000 to Ripley and Judson for the construction of the road. 3. Interest on Cincinnati, Logansport and Chicago Railway Company bonds dated April 1, 1853, amounting to $432,000. 4. Residue, if any, to be applied to payment of principal of Cin¬ cinnati, Logansport and Chicago Railway Company’s bonds CORPORATE HISTORY. 8 l amounting to $1,440,000. 5. Residue, if any, to be applied to payment of $350,000 bonds issued by the Cincinnati and Chicago Railroad Company under mortgage of October 1, 1855, to Joseph H. White and Martin L. Bundy. 6. Residue, if any, to be applied to such other creditors as showed themselves equitably entitled thereto. The road from Richmond to Logansport was sold April 28, i860, to a committee of the holders of the bonds of the Cincinnati, Logansport and Chicago Railway Company, consisting of Pierre Chouteau, Jr., Uriel A. Murdock and others for $30,000, and conveyed to them by deed of John H. Rea, master and commis¬ sioner, dated May 26, i860. They conveyed it July 11, i860, to the Cincinnati and Chicago Air Line Railroad Company, which had been organized by the bondholders, for $1,600,000 bonds and $500,000 stock of that company. The sale was con¬ firmed by the court Mav 26, i860. On the part of road of the Cincinnati and Chicago Railroad Company extending from Wabash, Indiana, to the Ohio state line, remaining after the sale of the portion between Richmond and Logansport, right of way * had been procured and work done to the amount of about $500,000 but no portion had been opened for operation. The portion between Muncie, Indiana, and Connersville, Indiana, was subsequently acquired by the Fort Wayne and Southern Railroad Company and the Connersville and New Castle Junction Railroad Company, whose roads are now part of the Lake Erie and Western Railroad Company. The right of way and work done thereon between Marion and Muncie was not disposed of by the company to any other railroad com¬ pany, nor was the part between Marion, Indiana, and Wabash, Indiana. The present Cleveland, Cincinnati, Chicago and St. Louis Railway Company has a line between Marion and Wabash, but the original company that built it did not use any part of the Cincinnati and Chicago Railroad except at a crossing near Wa¬ bash, Indiana, and one near Marion, Indiana. CAPITAL STOCK. The capital stock authorized in the articles of consolidation was $10,000,000. By the terms of the articles of consolidation, the stockholders of the Cincinnati and Chicago Railroad Company of Ohio, were as above mentioned, entitled to exchange their stock for an equal amount of the capital stock of the Cincinnati and 6 82 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Chicago Railroad Company (No. 2). The amount of capital stock issued was about $2,603,400. The lien of the stock upon the portion of road between Rich¬ mond and Logansport, which is the only part of the road of the company forming part of the present Pittsburgh, Cincinnati, Chi¬ cago and St. Louis Railway, was extinguished by foreclosure pro¬ ceedings. MORTGAGES AND BONDS. The company executed a mortgage November 10, 1854, to Mar¬ tin L. Bundy on the rolling stock and real estate to secure en¬ dorsers on certain notes of the company. Foreclosure proceed¬ ings were instituted by Martin L. Bundy in the Wayne circuit court in the latter part of 1857, and the suit was contested by J. W. Wright and Company, the lessees of the road. A decree of foreclosure was entered and appealed to the supreme court of In¬ diana, which affirmed the decree of the lower court. In the mean¬ time the foreclosure proceedings above mentioned had been in¬ stituted in the United States circuit court for the district of In¬ diana, and an injunction was granted by the court at its May term, 1859, against the carrying out of the decree of foreclosure of the circuit court of Wayne county. The decree of the United States circuit court of March 14, i860, under which the Cincinnati and Chicago Railroad was sold, declared the lien of the mortgage to Martin L. Bundy to be extinguished, and the injunction was made perpetual. Afterward Martin L. Bundy received from the Cin¬ cinnati and Chicago Air Line Railroad Company $100,000 of their first mortgage bonds with which to pay the endorsed debt. Mortgage, October 1, 1855, to Joseph H. White and Martin L. Bundy, trustees, securing $500,000 bonds dated October 1, 1855, payable January 1, 1875, bearing 7 per cent, interest, $300,000 of which, numbered from 1 to 300 inclusive, were for $1,000 each, and $200,000, numbered from 301 to 700 inclusive, for $500 each, of which $350,000 were issued. The lien of this mortgage was extinguished by foreclosure proceedings. Mortgage, dated November 1, 1854, to George H. Pendleton and Michael G. Bright, trustees, on real estate owned by the com¬ pany, securing $100,000 bonds dated November 1, 1854, payable five years after date. The mortgage was duly executed and re¬ corded but no bonds were issued or executed and the mortgage was cancelled of record March 26, 1855. CORPORATE HISTORY. 83 CINCINNATI AND CHICAGO AIR LINE RAILROAD COMPANY. 1 The Cincinnati and Chicago Air Line Railroad Company was organized by the purchasers of the portion of the Cincinnati and Chicago Railroad extending from Richmond to Logansport, un¬ der the general law of Indiana approved March 5, 1859, entitled “ An act authorizing the purchasers of railroads, plank roads, turnpikes and macadamized roads or parts thereof, under mort¬ gage sale or sales made according to the terms of deeds of trust, to organize as incorporated companies, and prescribing their powers and duties.” Articles of association were executed July 9, i860, and filed in the office of.the secretary of state of Indiana July 10, i860. A certificate of organization was executed July 26, i860, in ac¬ cordance with the provisions of the act of March 5, 1859. The railroad of the company, as stated in the articles of associa¬ tion, commenced at a point on the south side of the railroad pas¬ senger station in Richmond, at the western terminus of the track of the Eaton and Hamilton Railroad Company, and ex¬ tended to the point of intersection of the track of the Chicago and Cincinnati Railroad Company with the tracks of the Toledo and Wabash Railway Company and the Toledo, Logansport and Bur¬ lington Railroad Company, in Duret street in Logansport. The first election for directors was held July 9, i860, and the organization was perfected July 26, i860. The portion of the Cincinnati and Chicago Railroad extending from Richmond to Logansport was conveyed by deed dated May 26, i860, of John H. Rea, master and commissioner, to Pierre Chouteau and others, the purchasing committee, who conveyed it to the Cincinnati and Chicago Air Line Railroad Company by deed dated July 11, i860. The company built a bridge over the Wabash river and made connection with the Chicago and Cincinnati Railroad at Logans¬ port. An agreement was entered into June 19, 1862, with the Chicago • and Cincinnati Railroad Company, for the consolidation of the rolling stock, machinery, etc., and the joint operation and divis¬ ion of earnings, taking effect July 1, 1862, and continuing in force until December 31, 1870. This arrangement continued until the 1 See page 570. 84 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. consolidation of the two companies into the Chicago and Great Eastern Railway Company January 25, 1865. The Cincinnati and Chicago Air Line Railroad Company was consolidated January 25, 1865, with the Chicago and Great East¬ ern Railway Company (Xo. 3) under the name of the Chicago and Great Eastern Railway Company (No. 4). CAPITAL STOCK. The capital stock authorized in the articles of association was $500,000, in shares of $100 each, all of which was issued. In ac¬ cordance with the articles of consolidation forming the Chicago and Great Eastern Railway Company (No. 4) the $500,000 capital stock of the Cincinnati and Chicago Air Line Railroad Company was exchanged for $2,126,100 capital stock of the new company, the basis for such consolidation of stock being that the roads of the two companies should be estimated of equal value per mile, the road of the Cincinnati and Chicago Air Line Railroad Com¬ pany being 108 miles, and that of the Chicago and Great Eastern Railway Company 115 miles in length. The capital stock of the consolidated company ($4,390,000) was divided between the two constituent companies in proportion to the lengths of their respective roads, the stockholders of the Cin¬ cinnati and Chicago Air Line Railroad Company receiving io8/223rds of the capital stock of the new company. MORTGAGES AND BONDS. First mortgage, dated August 1, i860, to Matthew Morgan and Frederick Schuchardt, trustees, securing $1,900,000 bonds, of which $1,600,000 were issued, dated August 1, i860, payable Au¬ gust 1, 1890, bearing 7 per cent, interest. Of these $1,400,000, numbered from 1 to 1,400 were for $1,000 each, $100,000, num¬ bered from 1,401 to 1,600 for $500 each, and $100,000, num¬ bered from 1,601 to 1,850, for $400 each. The mortgage further •provided for the issue of $300,000 bonds of $1,000 each, num¬ bered from 1,851 to 2,150, to be used in retiring bonds of the New Castle and Richmond Railroad Company, but they were not executed. The $1,600,000 bonds issued were for the purpose of providing part of the purchase money necessary for the acquisi¬ tion of the Cincinnati and Chicago Railroad. Of these $588,000 were exchanged for bonds of the Chicago and Great Eastern Railway Company (No. 4) dated April 1, 1865, and $833,900 CORPORATE HISTORY. 85 were exchanged for first mortgage bonds of the Columbus, Chi¬ cago and Indiana Central Railway Company. The remaining $178,100 were paid and cancelled, the last of them having been retired in 1891. Supplementary mortgage, dated February 2, 1863, to Frederick Schuchardt, trustee, supplemental*}' to mortgage of August 1, i860. Matthew Morgan, one of the trustees, died and this mort¬ gage was given to the surviving trustee. It was made to further secure the issue of $300,000 bonds, numbered from 1,851 to 2,150 provided in the first mortgage to be issued in exchange for the bonds of the New Castle and Richmond Railroad Company. They were to be dated February 1, 1862, and payable August 1, 1890. This supplementary mortgage was duly recorded, but the $300,000 of bonds were not issued. Sinking fund bonds, dated December 1, 1862, payable Novem¬ ber 1, 1886, not secured by mortgage. The company entered into an agreement May 20, 1862, with the holders of the first mortgage bonds, whereby the latter agreed to fund their interest coupons maturing to February 1, 1865, in exchange for sinking fund bonds bearing 7 per cent, interest, the first coupon to mature May 1, 1864, the funded coupons to be placed in the hands of the trustees under the original mortgage in trust as collateral security for the sinking fund bonds. In accordance with this agreement there were $332,500 issued, of which $105,- 000 were exchanged for bonds of the Chicago and Great Eastern Railway Company (No. 4) dated April 1, 1865, and $187,600 for first mortgage bonds of the Columbus, Chicago and Indiana Central Railway Company. The balance were paid and cancelled, the last of them being retired in 1887. Scrip certificates in various denominations were issued to the amount of $4,010.50. COLUMBUS, CHICAGO AND INDIANA CENTRAL RAILWAY COMPANY. 1 The Columbus, Chicago and Indiana Central Railway Com¬ pany was formed by the consolidation under the general laws of Ohio, Indiana and Illinois, of the Columbus and Indiana Central Railway Company and the Chicago and Great Eastern Railway 1 See page 649. 86 PITTSBURGH. CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Company (No. 4). Articles of consolidation were entered into by the directors of the respective companies December 4, 1867, ratified by the stockholders of the Columbus and Indiana Central Railway Company January 17, 1868, and by the stockholders of the Chicago and Great Eastern Railway Company January 15, 1868, and filed in the office of the secretary of state of Illinois Feb¬ ruary 11, 1868, and of Indiana and Ohio February 12, 1868. The first election for directors was held February 12, 1868, and the organization perfected the same date. The company entered into an agreement January 19, 1869, for the use of the Keokuk and Hamilton Bridge and the payment of one-fourth of any deficiency in the earnings should they fall be¬ low $80,000 per annum. 1 An agreement was made March 11,1868,’ for the endorsement of a portion of the first and second mortgage bonds of the St. Louis, Vandalia and Terre Haute Railroad Com¬ pany and the assumption of 3/ioths of any deficiency in operating the railroad. On August 1, 1868, an agreement was entered into with the Pittsburgh, Cincinnati and St. Louis Railway Company, the Indianapolis, Cincinnati and Lafayette Railroad Company and the Indianapolis and Vincennes Railroad Company for the con¬ struction and lease of the Indianapolis and Vincennes Railroad and the guarantee of the interest on the bonds and stock of that company. These agreements were assumed by the Pittsburgh, Cincinnati and St. Louis Railway Company under the lease men¬ tioned below. They are more fully referred to in the history of the Keokuk and Hamilton Bridge Company, St. Louis, Vandalia and Terre Haute Railroad Company and Indianapolis and Vin¬ cennes Railroad Company. LEASE OF ROAD. Under date of January 22, 1869, taking effect February 1, 1869, a lease and contract was entered into with the Pittsburgh, Cin¬ cinnati and St. Louis Railway Company and the Pennsylvania Railroad Company, whereby the road was leased to the Pitts¬ burgh, Cincinnati and St. Louis Railway Company for 99 years renewable for like periods forever at the option of the lessee. The Columbus, Chicago and Indiana Central Railway Company were to receive 30 per cent, of the gross earnings, which the lessee guaranteed would amount to the interest on $22,000,000 mort- 1 See history of Keokuk and Hamilton Bridge Company, page 93. CORPORATE HISTORY. 87 gage bonds of the company, and any surplus remaining after the payment of interest was to be used to pay dividends on the capital stock. The Pennsylvania Railroad Company, as party to the lease, guaranteed its performance by the Pittsburgh, Cincin¬ nati and St. Louis Railway Company. Under date of February 1, 1870, the lease was amended so that the lessee guaranteed that the 30 per cent, of the gross earnings should be equal to the interest on $15,000,000 first mortgage bonds of the Columbus, Chicago and Indiana Central Railway Company and prior sectional bonds which they represented and were to be exchanged for, and $821,000 second mortgage bonds of the Columbus and Indianapolis Central Railway Com- * pany. All other classes of bonds and all other indebtedness were to be merged into and represented by a new issue of $10,000,000 bonds, secured by a mortgage on the road, convertible into pre¬ ferred stock of the company. For all amounts paid by the lessee to meet deficiencies in the operations of the road for the first year and for betterments and improvements, bonds of the same kind were to be issued. If any surplus remained out of the 30 per cent, of the gross earnings after the payment of interest on the $15,- 821,000 bonds above mentioned, it was to be applied: First, to the payment of interest on the new issue of $10,000,000 bonds or on the preferred stock into which they might be converted. Secondly, to a sinking fund of one-half of one per cent, per annum to be established for the retirement of the $15,821,000 bonds above mentioned. If any surplus remained after these payments it was to be divided pro rata as a dividend upon the common stock. The Columbus, Chicago and Indiana Central Railway Com¬ pany having failed to classify and adjust its indebtedness in ac¬ cordance with the terms of the amended lease of February 1, 1870, the Pittsburgh, Cincinnati and St. Louis Railway Company insti¬ tuted proceedings February 25, 1875, m ^ le United States circuit court for the district of Indiana for the cancellation of the lease. Decrees were rendered by this court August 6, 1879, December 23, 1879, and February 16, 1880, affirming the validity of the lease, and requiring the Columbus, Chicago and Indiana Central Rail¬ way Company to specifically fulfill its conditions in regard to ad¬ justing and classifying the indebtedness of the company. Appeal was taken by the respective parties to the Supreme Court of the United States, but, the ownership of the securities of the company having passed into the hands of parties desiring an amicable set- 88 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. tlement of the matter, and foreclosure proceedings having been instituted in accordance with an agreement for the sale of the road and the reorganization of the company entered into by the credi¬ tors and stockholders, the appeals were by agreement of all par¬ ties dismissed. The road was afterward sold and the company reorganized as described below. In accordance with the agreement for reorganization, William L. Scott, John S. Kennedy and Charles J. Osborn, purchasers of the road, by an instrument dated February 9, 1883, cancelled the lease in consideration of the obligations to be performed by the Pittsburgh, Cincinnati and St. Louis Railway Company and the Pennsylvania Railroad Company pursuant to the agreement for reorganization. The Pittsburgh, Cincinnati and St. Louis Rail¬ way Company and the Pennsylvania Railroad Company by reso¬ lution of boards of directors March 5, 1883, and February 28, 1883, respectively, assented to the cancellation of the lease. RECEIVERSHIP. James A. Roosevelt and William R. Fosdick, trustees of the first mortgage of the Columbus, Chicago and Indiana Central Railway Company, on account of the failure of the company to comply with the conditions of the mortgage in regard to the crea¬ tion of a sinking fund and also on account of default in payment of interest on prior issues of bonds, instituted proceedings in the United States circuit court for the district of Indiana February 1, 1875, an d ancillary proceedings in the United States circuit courts for the northern district of Illinois and the southern district of Ohio, for the appointment of a receiver and foreclosure of the mortgage, and by orders made by those courts, in February, 1875, James A. Roosevelt and William R. Fosdick were ap¬ pointed receivers. The possession and operation of the road by the Pittsburgh, Cincinnati and St. Louis Railway Company under the lease was not disturbed, and the rental was collected by the receivers and applied in accordance with the orders of the court. By an instrument dated May 25, 1875, the Columbus, Chicago and Indiana Central Railway Company transferred the railway to the receivers. By decree of the United States circuit court for the district of Indiana, May term, 1883, the receivers were discharged. CORPORATE HISTORY. 89 SALE OF ROAD. Foreclosure proceedings were commenced by James A. Roose¬ velt and William R. Fosdick, trustees of the first consolidated mortgage of the Columbus, Chicago and Indiana Central Rail¬ way Company dated February 20, 1868, in the United States cir¬ cuit courts for the district of Indiana, northern district of Illinois and southern district of Ohio, in February, 1875, and by W. L. Scott as holder of the bonds secured by this mortgage in the same courts in October, 1881. Decree of sale was made by the United States circuit court for the northern district of Illinois, Novem¬ ber 15, 1882, by the United States circuit court for the district of Indiana November 16, 1882, and by the United States circuit court for the southern district of Ohio November 23, 1882, ordering the road to be sold subject to outstanding sectional mortgages for the sum of not less than $13,500,- 000. In accordance with these decrees the road was sold January 10, 1883, at Indianapolis, for $13,500,000 and con¬ veyed by deed dated February 21, 1883, of William P. Fishback, master in chancery of the United States circuit court for the district of Indiana and northern district of Illinois, and J. D. Cox, special master commissioner appointed by the United States circuit court for the southern district of Ohio, to William L. Scott, John S. Kennedy and Charles J. Osborn, purchasing committee, appointed in pursuance of an agreement for the re¬ organization of the company entered into by the creditors and stockholders July 1, 1882, the terms of which are more fully refer¬ red to below. By the terms of the decrees of sale a judgment upon $288,000 of first mortgage bonds of the Columbus, Chicago and Indiana Central Railway Company recovered by William L. Scott in the United States circuit court for the southern district of Ohio was cancelled. The sale was confirmed by decree of the United States circuit courts for the,northern district of Illinois and the district of Indiana entered January 30, 1883, and by de¬ cree of the United States circuit court for the southern district of Ohio entered January 31, 1883. The road was conveyed by two separate deeds dated March 17, 1883, of the purchasing com¬ mittee to the Chicago, St. Louis and Pittsburgh Railroad Com¬ pany of Indiana and the Chicago, St. Louis and Pittsburgh Rail¬ road Company of Illinois, which companies had been formed in accordance with the agreement of reorganization of July 1, 1882, the consideration being $10,000,000 common stock, $20,000,000 90 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. preferred stock and $22,000,000 5 per cent, bonds of the Chicago, St. Louis and Pittsburgh Railroad Company of Indiana, and $50,- 000 capital stock of the Chicago, St. Louis and Pittsburgh Rail¬ road Company of Illinois. CAPITAL STOCK. The capital stock authorized in the articles of consolidation was $15,000,000 in shares of $100 each. There were issued $14,630,- 900, exclusive of certificate No. 2,578 issued October 21, 1881, to B. E. Smith for $75,000 as collateral on company’s notes to Globe National Bank of Boston. By the terms of the agreement of re¬ organization of July 1, 1882, holders received one share of com¬ mon stock of the Chicago, St. Louis and Pittsburgh Railroad Company for two shares of the stock of the Columbus, Chicago and Indiana Central Railway Company upon the pay¬ ment to the purchasing committee in cash of $5 on each share of stock of the Columbus, Chicago and Indiana Central Railway Company. MORTGAGES AND BONDS. The Columbus, Chicago and Indiana Central Railway Com¬ pany assumed the payment of the following sectional bonds which were outstanding at the time of the organization of the company: Chicago and Great Eastern Railway Company (No. 2).—First mortgage bonds dated November 10, 1863. Income bonds (no mortgage) dated July 1, 1863. Chicago and Great Eastern Raihvay Company (No. 4).—First mortgage bonds dated April 1, 1865. Construction and equip¬ ment mortgage bonds January 1, 1867. Cincinnati and Chicago Air Line Railroad Company.—First mortgage bonds dated August 1, i860. Sinking fund bonds dated December 1, 1862. Columbus and Indianapolis Railroad Company.—Preferred first mortgage bonds dated December 1, 1863. Common first mortgage bonds dated December 1, 1863. Second mortgage bonds dated December 1, 1863. Columbus and Indianapolis Central Railway Company.—First mortgage bonds dated November 1, 1864. Second mortgage bonds dated November 1, 1864. Columbus and Indiana Central Railway Company.—Income bonds (no mortgage) dated September 11, 1867. CORPORATE HISTORY. 91 Indiana Central Railway Company.—First mortgage bonds dated May 1, 1852. Logansport, Peoria and Burlington Railway Company.—First mortgage bonds dated July 1, 1855. New Castle and Richmond Railroad Company.—First mort¬ gage bonds dated February 25, 1852. Toledo, Logansport and Burlington Railroad Company.— First mortgage bonds dated February 1, 1859. Toledo, Logansport and Burlington Railway Company.—In¬ come bonds (no mortgage) dated February 1, 1863. Union and Logansport Railroad Company.—First mortgage bonds dated December 1, 1865. In addition to assuming the payment of these bonds, the com¬ pany executed the following mortgages: First mortgage, dated February 20, 1868, to James A. Roose¬ velt and William R. Fosdick, trustees, securing $15,000,000 bonds of $1,000 each, dated February 20, 1868, payable April 1, 1908, bearing 7 per cent, interest, of which $11,500,000 were to be issued to retire first sectional mortgages. There were $10,478,000 is¬ sued. The road was sold under foreclosure of this mortgage. By the terms of the agreement for the reorganization of the com¬ pany dated July 1, 1882, the holder of each bond was entitled to receive for principal and interest one bond and $400 preferred stock of the Chicago, St. Louis and Pittsburgh Railroad Com¬ pany, and $150 in cash out of the $2,400,000 coming from the Pittsburgh, Cincinnati and St. Louis Railway Company for back rental. Second mortgage, dated December 15, 1868, to Frederick R. Fowler and Joseph T. Thomas, trustees, securing $5,000,000 bonds of $1,000 each, dated December 15, 1868, payable February 1, 1909, bearing 7 per cent, interest. These bonds were issued for the purpose of retiring second mortgage bonds of the Columbus and Indianapolis Central Railway Company, the income bonds of the Columbus and Indiana Central Railway Company and the construction and equipment bonds of the Chicago and Great Eastern Railway Company, then outstanding to the amount of $2,464,000 and for the payment of debts amounting to about $2,- 500,000. There were issued $3,692,000, of which $1,258,000 were delivered to the Pennsylvania Railroad Company in accord¬ ance with an agreement of November 30, 1870. By the terms of the agreement for reorganization of July 1, 1882, the Penn¬ sylvania Railroad Company were to convert these bonds held Cj2 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. by them into income bonds of the company. The agreement for reorganization provided that the holder of each second mort¬ gage bond should be entitled to receive for principal and interest $1,250 preferred stock and $250 common stock of the Chicago, St. Louis and Pittsburgh Railroad Company upon payment to the purchasing committee of 10 per cent, in cash upon the par value of each bond. Mortgage, dated April 28, 1870, to Archibald Parkhurst and John B. Thompson, trustees, securing $10,000,000 bonds of $1,000 each, dated February 1, 1870, payable at the pleasure of the com¬ pany after February 1, 1890, bearing 7 per cent, interest. These bonds were issued in accordance with the amended lease of Feb¬ ruary 1, 1870, for the purpose of refunding the bonded indebted¬ ness of the company in excess of $15,821,000. They were also to be used for the purpose of paying the lessee for betterments and improvements, and for the payment of other indebtedness. They were convertible into preferred capital stock and the interest on them was payable out of the rental received from the lessee after the payment of the interest on the $15,821,000 of mortgage bonds above mentioned. Of these bonds there were issued $3,893,000 and by the terms of the agreement for reorganization of July 1, 1882, the holder of each bond was entitled to receive for principal and interest $1,250 preferred stock and $250 common stock of the Chicago, St. Louis and Pittsburgh Railroad Company upon the payment to the purchasing committee of 10 per cent, in cash upon the par value of each bond. First mortgage bond scrip. Amount issued in one certificate $500, certificate dated February 25, 1870, bearing 7 per cent, in¬ terest. This scrip was given for bonds of the Chicago and Cin¬ cinnati Railroad Company. Coupon scrip bearing 7 per cent, interest, dated August 1, 1872, issued for defaulted coupons of the Columbus and Indianapolis Central Railway Company. The whole amount issued was $164,- 952 -° 5 - In pursuance of article 10 of the original lease $2,000,000 income bonds were prepared and partly executed, but were never issued as an amendment to the lease provided for a different form of bond. These bonds were destroyed October 7, 1885. KEOKUK AND HAMILTON BRIDGE COMPANY CONTRACT. A contract was entered into January 19, 1869, between the To¬ ledo, Peoria and Warsaw Railway Company, Des Moines Valley CORPORATE HISTORY. 93 Railroad Company, Columbus, Chicago and Indiana Central Railway Company, Toledo, Wabash and Western Railway Com¬ pany and the Keokuk and Hamilton Bridge Company, which with modifications of June 6, 1871, and November 25-, 1871, pro¬ vided for the use of the bridge by the four railroad companies and the payment by each of one-fourth of any deficiency in its income should it fall below $80,000 annually. This contract and amendments were executed by the Columbus, Chicago and Indiana Central Railway Company upon the written request of the presidents of the Pittsburgh, Cincinnati and St. Louis Rail¬ way Company and the Pennsylvania Railroad Company, upon the understanding that these two companies would assume them the same as if they had been made a part of the 9th article of the lease of the Columbus, Chicago and Indiana Central Railway. The deficiency having arisen in the income of the bridge com¬ pany, the Pittsburgh, Cincinnati and St. Louis Railway Company and the Pennsylvania Railroad Company declined to pay the one- fourth chargeable to the Columbus, Chicago and Indiana Central Railway Company on the ground that their officials had no power or authority to bind the companies as guarantors of the Columbus, Chicago and Indiana Central Railway Company, and also that as the lease of the road of that company had terminated they were thereby released from further payments under the bridge contracts. Accordingly suit was brought by the bridge company in the United States circuit court for the northern district of Illinois. Judgment was rendered for $118,076.89, the amount of deficiency to March 1, 1883, which, with interest and costs amounting to $85,911.97, was paid by the Pittsburgh, Cincinnati and St. Louis Railway Company after the judgment had been affirmed by the United States Supreme Court May 13, 1889. The Columbus, Chicago and Indiana Central Railway Company executed a release June 23, 1890, discharging the Pittsburgh, Cincinnati and St. Louis Railway Company and the Pennsylvania Railroad Com¬ pany from all liabilities on account of the bridge contracts. Another decree for $140,863.46, the amount of deficiency from September 1, 1883, to March 1, 1892, inclusive, was rendered by the same court December 9, 1892. This judgment was affirmed by the circuit court of Appeals January 14, 1895, after certain questions of law had been decided by the Lmited States Supreme Court. 94 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Another suit in which the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company and the Pennsylvania Railroad Com¬ pany seek an accounting and the correction of errors in calcula¬ tion of deficits is pending in the L T nited States circuit court for the southern district of Illinois since February 21, 1895. In this suit the bridge company seeks to recover deficits from March 1, 1892, to September 1, 1895, amounting to $56,159.41. CHICAGO, ST. LOUIS AND PITTSBURGH RAILROAD COMPANY. The Chicago, St. Louis and Pittsburgh Railroad Company was formed by consolidation of the Chicago, St. Louis and Pittsburgh Railroad Company of Indiana, and the Chicago, St. Louis and Pittsburgh Railroad Company of Illinois, which were formed for the purpose of reorganizing the Columbus, Chicago and Indiana Central Railway Company in accordance with the laws of the states through which the road of that company extended. CHICAGO, ST. LOUIS AND PITTSBURGH RAILROAD COMPANY OF INDIANA. 1 The Chicago, St. Louis and Pittsburgh Railroad Company of Indiana was organized under the general law of Indiana approved March 3, 1865, and the supplementary act thereto approved De¬ cember 20, 1865. A certificate of incorporation was executed February 22, 1883, and filed in the office of the secretary of state of Indiana March 14, 1883. The first directors were elected Feb¬ ruary 22, 1883, and the organization perfected March 20, 1883. The company took possession of the road April 2, 1883. The entire Columbus, Chicago and Indiana Central Railway had been conveyed by deed dated February 21, 1883, from Wil¬ liam P. Fishback, master in chancery, and Jacob D. Cox, special master commissioner, to William L. Scott, John S. Kennedy and Charles J. Osborn, purchasing committee, who conveyed it in its entirety to the Chicago, St. Louis and Pittsburgh Railroad Com¬ pany of Indiana by deed of March 17, 1883, subject to a mort¬ gage dated February 21, 1883, for $22,000,000 which had been placed upon the road by the purchasing committee. The com¬ pany was consolidated with the Chicago, St. Louis and Pitts- 1 See page 727. CORPORATE HISTORY. 95 burgh Railroad Company of Illinois April 3, 1884 (the road in Illinois having been conveyed by quit-claim deed to that cor¬ poration March 17, 1883, by the purchasing committee), under the name of the Chicago, St. Louis and Pittsburgh Railroad Company. CAPITAL STOCK. The capital stock authorized in the certificate of incorporation was $30,000,000, in shares of $100 each, of which $20,000,000 was preferred and $10,000,000 common. Holders of this stock received capital stock of the consolidated' company share for share. MORTGAGES AND BONDS. Mortgage, dated February 21, 1883, executed by William L. Scott and wife, John S. Kennedy and wife and Charles J. Osborn and wife to Conrad Baker, of Indianapolis, and the Union Trust Company, of New York, trustees, covering the entire railroad in Ohio, Indiana and Illinois, formerly of the Columbus, Chicago and Indiana Central Railway Company, securing $22,000,000 bonds of $1,000 each, dated March 31, 1883, payable October 1, 1932, bearing 5 per cent, interest, payable in gold. A sinking fund of one per cent, per annum upon the entire amount of bonds outstanding, in addition to the interest on bonds retired by the sinking fund, is provided for the purchase of bonds at a price not exceeding 105 per cent, and accrued interest, the first payment to the sinking fund to be made April 1, 1893. There were $15,131,- 000 issued. In 1892 $13,625,000 were surrendered by the Penn¬ sylvania Railroad Company and others in exchange for a like amount of the consolidated mortgage 4J2 per cent, bonds of the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company and $4,087,500 of its common stock, leaving $1,506,000 outstand¬ ing January I, 1898, of which $1,290,000 are coupon and $216,- 000 registered bonds. The $13,625,000 bonds so exchanged were destroyed by burn¬ ing to ashes March 15, 1893, and a release of the mortgage to that extent was executed March 15, 1893, which was duly recorded in the various counties. A confirmatory mortgage was executed by the Chicago, St. Louis and Pittsburgh Railroad Company of Indiana March 31, 1883, 1 ° Conrad Baker and the Union Trust Company of New York, trustees. g6 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. CHICAGO, ST. LOUIS AND PITTSBURGH RAILROAD COMPANY OF ILLINOIS. 1 The Chicago, St. Louis and Pittsburgh Railroad Company of Illinois was organized under the general law of Illinois approved March I, 1872, and supplementary acts thereto. A certificate of incorporation was executed February 22, 1883, and filed in the office of the secretary of state of Illinois March 15, 1883. The first election for directors was held February 22, 1883, and the organization perfected March 21, 1883. The portion of the Columbus, Chicago and Indiana Central Railway in Illinois was conveyed to the Company by the pur¬ chasing committee by deed dated March 17, 1883, subject to the mortgage of February 21, 1883, above mentioned, the consider¬ ation being $50,000 of the capital stock of the company. The company was consolidated with the Chicago, St. Louis and Pitts¬ burgh Railroad Company of Indiana, April 3, 1884, under the name of the Chicago, St. Louis and Pittsburgh Railroad Com¬ pany. CAPITAL STOCK. The capital stock authorized in the certificate of incorpora¬ tion was $50,000. By the terms of the articles of consolidation forming the Chicago, St. Louis and Pittsburgh Railroad Com¬ pany all this stock was to be surrendered and cancelled and no stock of the consolidated company issued in exchange therefor. CHICAGO, ST. LOUIS AND PITTSBURGH RAILROAD COMPANY. 2 The Chicago, St. Louis and Pittsburgh Railroad Company was formed by the consolidation of the Chicago, St. Louis and Pitts¬ burgh Railroad Company of Indiana and the Chicago, St. Louis and Pittsburgh Railroad Company of Illinois under the general laws of the two states. Articles of consolidation were entered into September 5, 1883, ratified by the stockholders of the Chi¬ cago, St. Louis and Pittsburgh Railroad Company of Indiana March 19, 1884, by the stockholders of the Chicago, St. Louis and Pittsburgh Railroad Company of Illinois March 20, 1884, and filed in the office of the secretary of state of Indiana April 1, 1884, and of Illinois April 3, 1884. In ratifying the articles of consolidation the stockholders authorized the persons named 1 See page 758. 2 See page 764. CORPORATE HISTORY. 97 therein as the first directors, to serve as the first Loard of direc¬ tors of the consolidated company. The organization of the company was perfected April 3, 1884. The construction of the portion of road known as the “ Logans- port Cut Off ” extending from Trimmer, on the Effner Branch, to Boone, on the Chicago division, was undertaken by the Chi¬ cago, St. Louis and Pittsburgh Railroad Company and was opened for operation August 27, 1893, by the Pittsburgh, Cincin¬ nati, Chicago and St. Louis Railway Company. The Chicago, St. Louis and Pittsburgh Railroad Company ob¬ tained right of way and land and constructed a connecting track from its main track at 59th street, Chicago, to the main track of the Pittsburgh, Port Wayne and Chicago Railway. Legal com¬ plications having risen, it became necessary to form a new corpo¬ ration to hold this property and the Englewood Connecting Rail¬ way Company was incorporated, to which the property was con¬ veyed by the Chicago, St. Louis and Pittsburgh Railroad Com¬ pany by deed dated September 28, 1885, in consideration of $98,- 000 of the capital stock of the Englewood Connecting Railway Company. 1 An agreement was entered into with the Kokomo Belt Rail¬ road Company, March 9, 1889, for construction of their road, and in accordance with another agreement of the same date that com¬ pany conveyed its railroad properties, franchises, etc., to the Chi¬ cago, St. Louis and Pittsburgh Railroad Company by deed of January 27, 1890. A contract was made April 20, 1883, with the Wabash, St. Louis and Pacific RailwaJ Company and the Indianapolis, Peru and Chicago Railway Company for the use of the Indianapolis, Peru and Chicago Railway between Indianapolis and Kokomo, at a rental of 6 per cent, per annum on orte-half of the appraised value, together with a proportional share of the cost of maintain¬ ing the road based upon wheelage, and for the use of the Chi¬ cago, St. Louis and Pittsburgh Railroad between Logansport and Effner by the Wabash, St. Louis and Pacific Railway Com¬ pany. The road between Logansport and Effner ceased to be used under this contract in 1885. An agreement had previously been made, January 23, 1882, between the Pittsburgh, Cincinnati and St. Louis Railway Company, lessee of the Columbus, Chicago and Indiana Central Railway Company, the Wabash, St. Louis and 7 1 See Vol. II, p. 544. g8 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Pacific Railway Company and the Indianapolis, Peru and Chi* cago Railway Company for the use of these tracks. A new agreement was made February 14, 1888, with the Lake Erie and Western Railroad Company for the use of its road between Indianapolis and Kokomo, to continue in force ten years, the rental to be $2,000 per month and a proportion of the cost of maintaining the track based on car and engine mileage. This agreement was extended for 10 years April 7, 1898. 1 An agreement was made September 20, 1883, with the other proprietary companies of the Indianapolis Union Railway Com¬ pany for the adjustment of the interests of the several companies and for the construction of a new passenger station at Indian¬ apolis. An agreement was made August 16, 1888, with the Cincinnati, Hamilton and Dayton Railroad Company whereby that company transferred $375,500 capital stock of the Cincinnati, Richmond and Chicago Railroad, the total capital stock being $382,000, and granted the use of its own tracks between Hamilton and New River Junction, Ohio, in consideration of $350,000 in cash and the right to use the Chicago, St. Louis and Pittsburgh Railroad between Piqua and “ Dayton and Michigan Junction.” The Chicago, St. Louis and Pittsburgh Railroad Company assumed the liability of the Cincinnati, Hamilton and Dayton Railroad Company as guarantor on one-fourth of any deficit in the net earnings of the Cincinnati, Richmond and Fort Wayne Railroad Company to meet the interest on its funded debt under an agree¬ ment of June 1, 1871, between the Cincinnati, Hamilton and Dayton Railroad Company, the Cincinnati, Richmond and Fort Wayne Railroad Company, the Pennsylvania Company, and the Grand Rapids and Indiana Railroad Company. The Chicago, St. Louis and Pittsburgh Railroad Company was consolidated September 18, 1890, with the Pittsburgh, Cincin¬ nati and St. Louis Railway Company, the Jeffersonville, Madison and Indianapolis Railroad Company, and the Cincinnati and Richmond Railroad Company under the name of the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company. CAPITAL STOCK. The capital stock authorized by the articles of consolidation was $30,000,000, in shares of $100 each, of which $20,000,000 1 See further references on page 7. The agreement will be found in Series B. CORPORATE HISTORY. 99 was preferred and $10,000,000 common. The preferred stock was entitled to dividends if earned at the rate of 6 per cent, per annum in preference to the payment of any dividend on the com¬ mon stock; such preferred dividends were to be cumulative but dependent upon the profits as declared by the board of directors, and no interest was to accrue on delayed dividends. There were issued $9,225,926.12 common and $17,544,618.75 preferred stock. In the consolidation of the company into the Pittsburgh, Cin¬ cinnati, Chicago and St. Louis Railway Company the common stock was exchangeable for common stock of the new company share for share, and each share of preferred stock for $66.66 preferred stock and $33.34 common stock of the new company. There were $525,817 common stock and $11,752.62 preferred stock unexchanged January 1, 1898. MORTGAGES AND BONDS. The $22,000,000 mortgage upon the Chicago, St. Louis and Pittsburgh Railroad is fully described under Chicago, St. Louis and Pittsburgh Railroad Company of Indiana. As recited in this mortgage the company assumed the payment of the following prior sectional bonds: Columbus and Indianapolis Railroad Company: Preferred first mortgage bonds .$ 157,000.00 Common first mortgage bonds . 153,500.00 Second mortgage bonds . 3,500.00 Columbus and Indianapolis Central Railway Company: First mortgage bonds . 2,631,000.00 Second mortgage bonds . 780,000.00 Chicago and Great Eastern Railway Company (No. 2): First mortgage bonds . 109,222.50 Income bonds . 10,150.00 Chicago and Great Eastern Railway Company (No. 4): First mortgage bonds . 116,850.00 Construction and equipment mortgage bonds. 6,035-53 Cincinnati and Chicago Air Line Railway Company: First mortgage bonds . 108,500.00 Sinking fund bonds . 8,350.50 Columbus and Indiana Central Railway Company: Income bonds . 39,000.00 Toledo, Logansport and Burlington Railroad Company: First mortgage bonds . 510,500.00 Toledo, Logansport and Burlington Railway Company: Income bonds . 4 1 ,534-77 Union and Logansport Railroad Company: First mortgage bonds . 715,000.00 Total.$5,390,143-30 100 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. KOKOMO BELT RAILROAD COMPANY. 1 The Kokomo Belt Railroad Company filed articles of associa¬ tion dated November 21, 1888, in the office of the secretary of state of Indiana November 22, 1888, for the purpose as therein stated of constructing a railroad from a point in the center of the Chicago, St. Louis and Pittsburgh Railroad 20.4 feet south of where it crosses the north line of section 6, township 23 north, range No. 4 east, in Howard county, Indiana, and running thence in a general westerly direction to the Kokomo Straw Board Works. The railroad was to be about 2*4 miles in length. The road was opened for operation in 1889. This railroad consisted of a siding from the main line of the Chicago, St. Louis and Pittsburgh Railroad to ground occu¬ pied by various manufactories in Kokomo. The board of trade of Kokomo secured right of way and paid for the construction of the road. It being necessary in securing right of way to form a separate corporation the Kokomo Belt Railroad Company was organized. An agreement was entered into March 9, 1889, be¬ tween the Chicago, St. Louis and Pittsburgh Railroad Company and the Kokomo Belt Railroad Company whereby the Chicago, St Louis and Pittsburgh Railroad Company agreed to complete the railroad ready for operation by July 1, 1889, in consideration of the payment to them of $12,000. The Kokomo Belt Railroad Company was to furnish the right of way as fast as required and procure the right to cross the Lake Erie and Western Railroad. By another agreement of March 9, 1889, between the two compa¬ nies the Kokomo Belt Railroad Company pledged itself to convey the railroad to the Chicago, St. Louis and Pittsburgh Railroad Company when completed, in accordance with which the Ko¬ komo Belt Railroad Company by deed dated January 27, 1890, conveyed its railroad, property and franchises to the Chicago, St. Louis and Pittsburgh Railroad Company in consideration of $12,- 000 expended by the latter company in the construction of the road. CAPITAL STOCK. The capital stock authorized by the articles of association was $11,000 in shares of $100 each. The Chicago, St. Louis and Pittsburgh Railroad Company became the possessor of all the capital stock. The organization of the company was discontinued 1 See page 767. CORPORATE HISTORY. IOI after the sale of its property to the Chicago, St. Louis and Pitts¬ burgh Railroad Company. MORTGAGES AND BONDS. This company created no mortgage debt. JEFFERSONVILLE, MADISON AND INDIANAPOLIS RAILROAD COMPANY. The Jeffersonville, Madison and Indianapolis Railroad Com¬ pany was formed by consolidation of the Indianapolis and Madi¬ son Railroad Company and the Jeffersonville Railroad Company June 5, 1866, taking effect May 1, 1866. The Indianapolis and Madison Railroad Company was formed by the reorganization of the Madison and Indianapolis Railroad Company March 28, 1862. The Jeffersonville Railroad Company was the successor by change of name of the Ohio and Indianapolis Railroad Company by special act of the Indiana legislature of January 15, 1849. The Jeffersonville, Madison and Indianapolis Railroad Com¬ pany purchased the railroad of the Lake Erie and Louisville Rail¬ road Company extending from Cambridge City to Rushville, June 26, 1890. The Lake Erie and Louisville Railroad Com¬ pany was formed by the consolidation of the Lake Erie and Pa¬ cific Railroad Company and the Fremont, Lima and Union Rail¬ road Company February 4, 1865. The Shelby and Rush Railroad Company sold its railroad ex¬ tending from Shelbyville to Rushville to the Jeffersonville, Madison and Indianapolis Railroad Company April 10, 1882. The Shelby and Rush Railroad Company was formed by the re¬ organization of the Rushville and Shelbyville Railroad Company October 5, 1859. The Columbus and Shelby Railroad Company sold its railroad extending from Columbus, Indiana, to Shelbyville, Indiana, to the Jeffersonville, Madison and Indianapolis Railroad Company November 18, 1881. MADISON AND INDIANAPOLIS RAILROAD COMPANY. 1 The Madison, Indianapolis and Lafayette Railroad Company was incorporated by special act of the Indiana legislature ap- 1 See volume 4, page 1, for documents. 102 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. proved February 3, 1832, to construct a railroad from Madison to Indianapolis, Indiana, thence to Lafayette, Indiana, but no work was done under this charter. On January 27, 1836, the Indiana legislature passed an act en¬ titled, “ An act to provide for a general system of internal im¬ provements/’ providing among other things for the construction by the state of a railroad from Madison, Indiana, through Colum¬ bus, Indianapolis and Crawfordsville, to Lafayette, Indiana, to be called the Madison and Lafayette Railroad, and appropriating $1,- 300,000 for its construction. By act of February 14, 1838, the portion of the road between Indianapolis and Lafayette was changed to a macadamized road, and the part between Madison and Indianapolis was thereafter called the Madison and India¬ napolis Railroad. The board of improvement which had been created by act of January 27, 1836, commenced work in 1836, and on April 1, 1839, opened the road for operation from Madi¬ son to Graham’s Fork Bridge (17 miles), in June, 1839, to Ver¬ non, and June 1, 1841, to Griffiths (now Queensville), having expended in the construction of the road $1,624,291.93. A con¬ tract was made April 1, 1839, between the board of improvement and David C. Branham and Co. for the operation of the road then constructed and equipped for a rental of 60 per cent, of the gross earnings. These lessees were succeeded June 1, 1840, by Seering and Burt who operated the line for 71 per cent, of the gross earnings until June 1, 1841, when the board of improve¬ ment took possession of the road, from which time it was oper¬ ated by William McClure as agent of the state under the direc¬ tion of Philip Mason as commissioner, until the road was deliv¬ ered to the Madison and Indianapolis Railroad Company Feb¬ ruary 20, 1843. As the state was without means to complete the public works authorized by the act of January 27, 1836, an act was passed by the Indiana legislature, approved January 28, 1842, entitled, “An act for the continuance of the construction of all or any part of the public works of this state by private companies and for abol¬ ishing the Board of Internal Improvements,” providing that the unfinished portions of the works of internal improvement con¬ templated by the act of January 27, 1836, should be surrendered and granted to such associations as might bring themselves within the provisions of the act. It authorized the governor upon the written application of three or more persons desirous of associat- CORPORATE HISTORY. 103 ing themselves together for the purpose of constructing any of the public works, specifying in their application the particular work the contemplated association wished to undertake, to ap¬ point three or more suitable persons as commissioners to receive subscriptions of stock, superintend the organization of a com¬ pany, etc., and upon the receipt of the report of such commission¬ ers that all things had been performed in accordance with the provisions of the act, to issue a proclamation to that effect. Under this authority Benjamin Irwin, J. P. Drake, Jesse Wil¬ liams, Henry Bradley and E. G. Whitney were appointed commis¬ sioners to receive subscriptions of stock for continuing the con¬ struction of the Madison and Indianapolis Railroad from Griffiths to Indianapolis. A sufficient amount of stock having been subscribed, a meeting of stockholders was held June 17, 1842, at which thirteen directors were elected and a company organized under the name of the Madison and Indianapolis Railroad Company. On June 20, 1842, the governor issued his proclamation declaring the Madison and Indianapolis Railroad Company properly incorporated. An act approved January 31, 1843, amendatory to the act of January 28, 1842, authorized the road to be delivered to the Madi¬ son and Indianapolis Railroad Company upon certain conditions, among which was one that the board of directors of the company should file a bond with satisfactory security for the faithful appli¬ cation of the income of the road until the year 1846. The act further provided that the assent of the company to the provisions of the act should be filed in the office of the secretary of state. The company formally accepted the act February 9, 1843, an d a bond was executed the same date, and the road was surrendered to them February 20, 1843. A further amendment approved January 13, 1845, to the act January 28, 1842, authorized the company to borrow money and issue bonds, extended the time for the completion of the road to July 1, 1848, and continued the rental as fixed, to be paid to the state for the period of eight years—January 13, 1853. In accordance with the special acts above referred to, the prop¬ erty was received from the state and held by the company on condition that it should complete the road to Indianapolis before July 1, 1848, pay an annual rental until January 13, 1853, equal to the net earnings of the road for the year 1841 ($1,152.00), and from that time until July 1, 1868, divide the net profits ac- 104 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. cording to the length of the road which the state and the com¬ pany should have finished respectively, or give about one-third to the state and retain the residue. It was provided that the state should have the right on July I, 1868, to redeem the prop¬ erty by refunding to the company the amount actually expended thereon by it with interest at the rate of 6 per cent, per annum from the date of such expenditure after first deducting from such 6 per cent, all the net amount of revenue received by the com¬ pany. The road was finished to Indianapolis by the Madison and Indianapolis Railroad Company and opened for operation Octo¬ ber 1, 1847. Two special acts approved January 19, 1850, related to the interest of the state in the road. The special act approved February 28, 1852, authorized the change of route of the road, and the making of a new terminus so as to avoid the inclined plane at Madison. The company ex¬ pended over $309,000 on this work, when it was abandoned in 1855. This act also authorized the sale to the company of the interest of the state in the road for $600,000 of the stocks of the state then held by the company, or $300,000 cash. The special act approved March 1, 1855, modified the terms of purchase, and appointed commissioners to arrange the terms of a compromise for the debt due the state by the company and to convey the in¬ terest of the state in the road to the company. An agreement was entered into April 12, 1855, between the commissioners’and the company, whereby the interest of the state was conveyed by deed dated February 26, 1856, of Joseph A. Wright, Thomas S. Stanfield and Elijah Newland to the Madison and Indianapolis Railroad Company in consideration of the delivery to the com¬ missioners of $75,000 of the 5 per cent, stocks of the state of Indiana. The company was consolidated with the Peru and Indianap¬ olis Railroad Company October 1, 1853, under the name of the Madison, Indianapolis and Peru Railroad Company. This con¬ solidation was dissolved as mentioned below by decree of the circuit court of Marion county, Indiana, November 12, 1855. SALE OF ROAD. Default having been made in the payment of interest on the bonds of the company, foreclosure proceedings were instituted November 29, 1861, by Peter McMartin, trustee of the first mort- CORPORATE HISTORY. 105 gage, in the United States circuit court for the district of In¬ diana, in accordance with an agreement for the reorganization of the company entered into by the creditors and stockholders Au¬ gust 1, 1861. A decree of sale was rendered November 29, 1861, and an order of sale was issued January 17, 1862, under which the road was sold March 27, 1862, in Madison, Indiana, to Elihu Day, John Ferguson and George Griswold, Jr., trustees, for $325,000, who, under the general laws of Indiana of March 5, 1859, and March 5, 1861, formed the Indianapolis and Madison Railroad Company. The sale was confirmed by the court May 28, 1862. The Madison and Indianapolis Railroad Company for a time held a controlling interest in, and operated, the Martinsville and Franklin Railroad extending from Martinsville to Fairland, In¬ diana. This road afterward passed under the control of the Indianapolis, Cincinnati and Fafayette Railroad Company. , CAPITAL STOCK. The capital stock issued was $1,648,050. In accordance with the agreement for the reorganization of the company dated August 1, 1861, holders were entitled to $100 common stock of the Indianapolis and Madison Railroad Com¬ pany for each $400 capital stock of the Madison and Indianapolis Railroad Company. MORTGAGES AND BONDS. Mortgage, dated July 10, 1845, to John J. Palmer, trustee, se¬ curing $50,000 bonds of $1,000 each, dated July 10, 1845, payable August 1, 1850, bearing 7 per cent, interest. This mortgage was satisfied of record April 20, 1849. Mortgage, dated July 11, 1846, to John J. Palmer, trustee, se¬ curing $100,000 bonds of $1,000 each, dated August 1, 1846, pay¬ able August 1, 1853, bearing 7 per cent, interest. This mort¬ gage was satisfied of record April 20, 1849. First mortgage, dated April 1, 1851, to John J. Palmer and Wil¬ liam H. Russell, trustees, succeeded by Peter McMartin, No¬ vember 20, 1858, securing $600,000 bonds of $1,000 each, pay¬ able May 1, 1861, bearing 7 per cent, interest,, all of which were issued. This mortgage was foreclosed, and in accordance with •the agreement of reorganization of August 1, 1861, the entire claims of the first mortgage bondholders were satisfied by the 106 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. issue to them of $685,000 first mortgage bonds of the Indianapolis and Madison Railroad Company. Mortgage dated August 12, 1853, to Elijah Newland, trustee. This mortgage was executed to secure payment to the state of the purchase money for its interest in the road, which was to be paid in four installments of $75,000 each on January 1, 1854, 1855, 1856 and 1857. The conditions of sale were subsequently modified by the act of March 1, 1855. By the terms of a deed and release dated February 26, 1856, of Joseph A. Wright, Thomas S. Stanfield and Elijah Newland, commissioners ap¬ pointed by the act of the Indiana legislature of March 1, 1855, to convey the interest of the state to the company, this mortgage was declared to be fully satisfied. Second, or income mortgage, dated April 16, 1858, to Peter McMartin and Frederick IT. Smith, trustees. This mortgage was executed to secure $600,000 income bonds dated October 1, 1853, payable October 1, 1873, bearing 7 per cent, interest, which had originally been issued unsecured by any mortgage. These bonds were convertible into capital stock of the company. The agree¬ ment for reorganization of August 1, 1861, provided that holders of the $546,000 income bonds then outstanding with interest amounting to $124,000, and holders of $81,878.04 of scrip con¬ vertible into income bonds with interest thereon amounting to $41,553.10 should receive $100 preferred stock of the Indianapolis and Madison Railroad Company for each $200 of indebtedness. Under authority of the act of January 28, 1842, the Madison and Indianapolis Railroad Company issued scrip in denomina¬ tions of $5.00 redeemable in real estate which had been sub¬ scribed for stock. The scrip thus issued was redeemed by the company. MADISON, INDIANAPOLIS AND PERU RAILROAD COMPANY. 1 The Madison and Indianapolis Railroad Company and the Peru and Indianapolis Railroad Company entered into an agree¬ ment September 6, 1853, which was amended September 28, 1853, for consolidation under the name of the Madison, Indianapolis and Peru Railroad Company. The amount of capital stock of the Madison and Indianapolis Railroad Company to be ex¬ changed for stock of the new company was fixed at $1,650,000. 1 See volume 4. page 56. CORPORATE HISTORY. . 107 The consolidated company executed a mortgage April 24, 1854, to Joshua N. Perkins, trustee, securing $600,000 income bonds dated October 1, 1853, which had been issued by the Madison and Indianapolis Railroad Company and $400,000 bonds to be issued by the Madison, Indiana and Peru Railroad Company. As above stated the Madison and Indianapolis Railroad Com¬ pany’s income bonds were exchanged for preferred stock of the Indianapolis and Madison Railroad Company. A portion of the stockholders of the Peru and Indianapolis Railroad'Company commenced proceedings in the Marion circuit court of Indiana against the consolidated company to dissolve the consolidation, whereupon by order of the court the operation of the Peru and Indianapolis Railroad was transferred to the original corporation September 4, 1854, and a final decree was entered by consent of both parties November 12, 1855, dissolving the consolidation. Stockholders of the Madison and Indianap¬ olis Railroad Company who had surrendered their stock in ex¬ change for stock of the consolidated company received back their stock in the Madison and Indianapolis Railroad Company. INDIANAPOLIS AND MADISON RAILROAD COMPANY. 1 The Indianapolis and Madison Railroad Company was formed by the reorganization of the Madison and Indianapolis Railroad Company under the general laws of Indiana of March 5, 1859, and March 5, 1861, in pursuance of an agreement of reorgani¬ zation entered into August 1, 1861, by the creditors and stock¬ holders of the Madison and Indianapolis Railroad Company. The Madison and Indianapolis Railroad was purchased by Elihu Day, John Ferguson and George Griswold, Jr., agents for the parties to the agreement for reorganization, and it was con¬ veyed to them by deed dated March 28, 1862, of David G. Rose, United States marshal. A certificate and articles were executed by them March 28, 1862, declaring that in accordance with the above mentioned acts, for the purpose of owning, holding and possessing the railroad and franchises so purchased, they formed a corporation by the name of the Indianapolis and Madison Rail¬ road Company, and named nine persons whom they appointed 1 See volume 4, page 63. I08 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. directors. This certificate was filed in the office of the secretary of state of Indiana March 28, 1862, and recorded in the counties along the line. The Indianapolis and Madison Railroad Company executed a certificate of the organization of the company March 28, 1862, which was recorded in the several counties in April, 1862. The controlling interest in the Indianapolis and Madison Rail¬ road Company was acquired by the Jeffersonville Railroad Com¬ pany in 1864, and as each company owned a line between Colum¬ bus and Edinburg, the road of the Indianapolis and Madison Railroad Company was abandoned between those points and the track taken up. The two companies were consolidated under the name of the Jeffersonville, Madison and Indianapolis Railroad Company June 5, 1866, to take effect as of May 1, 1866. CAPITAL STOCK. The capital stock authorized in the articles and certificate dated March 28, 1862, of Elihu Day, John Ferguson and George Gris¬ wold, Jr., was $850,000, in shares of $50 each, of which $425,000 were preferred and $425,000 common. There were issued $414,350 preferred stock and $342.11 prefer¬ red stock scrip, and $411,350 common stock and $650 common stock scrip. The amendment of November 13, 1866, to the articles of consolidation forming the Jeffersonville, Madison and Indianapolis Railroad Company fixed the value of the stock of the Indianapolis and Madison Railroad Company for the purpose of consolidation as follows: Preferred stock $40 per share, pre¬ ferred stock scrip 80 cents on the dollar; common stock $20 per share, common stock scrip 40 cents on the dollar, making $331,- 480 preferred stock, $273.69 preferred stock scrip, $164,540 com¬ mon stock, and $260 common stock scrip, or a total of $496,553.- 69, for which Jeffersonville, Madison and Indianapolis Railroad Company stock was to be issued, and in addition, $2,000,000 stock was to be issued to the stockholders of the Jeffersonville Railroad Company in exchange for their stock, with the provision, however, that as the capital stock of the Jeffersonville, Madison and Indianapolis Railroad Company was limited to $2,000,000, the $2,496,553.69 capital stock due to the two companies was to be reduced to $2,000,000, each stockholder according to his in¬ terest bearing proportion of the reduction. This entitled the CORPORATE HISTORY. IO9 stockholders of the Indianapolis and Madison Railroad Com¬ pany to $397,800 or about 20 per cent, of the capital stock of the Jeffersonville, Madison and Indianapolis Railroad Company, to be divided in proportion to their respective claims. This reduction of stock was effected, however, by the purchase and cancellation of capital stock by the Jeffersonville, Madison and Indianapolis Railroad Company. MORTGAGES AND BONDS. First mortgage, dated March 28, 1862, to Peter McMartin and John Ferguson, trustees, securing $685,000 bonds, of which $600,000, numbered from 1 to 600 inclusive, were for $1,000 each, and $85,000, numbered from 601 to 770, for $500 each, dated April 1, 1862, payable May 1, 1881, bearing 7 per cent, interest, all of which were issued. The holder of each bond was entitled at any meeting of stockholders to one vote for each $100 of the par value of the bonds. In accordance with the agreement of re¬ organization of August 1, 1861, all the bonds and stocks, claims and demands, and other real and personal property belonging to the company and not covered by this mortgage, were transferred March 28, 1862, to Peter McMartin and John Ferguson, trustees. This property by its income and sale was to constitute a sinking fund for the redemption of these bonds. The bonds were redeemed by the Jeffersonville, Madison and Indianapolis Railroad Company and $288,000 destroyed August 12, 1871, and $397,000 July 13, 1886. A release of this mort¬ gage was executed September 17, 1886 and duly recorded in the several counties. The bonds, stocks and other property above mentioned, which were delivered to the trustees for the purpose of providing a sinking fund, were re-conveved to the Jeffersonville, Madison and Indianapolis Railroad Company. JEFFERSONVILLE RAILROAD COMPANY. The corporate history of the Jeffersonville Railroad Company begins with the incorporation of the Ohio and Indianapolis Rail¬ road Company. IIO PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. OHIO AND INDIANAPOLIS RAILROAD COMPANY. 1 This company was incorporated by special act of the Indiana legislature approved February 3, 1832, amended by act approved February 3, 1837, to construct a railroad from Jeffersonville via Columbus to Indianapolis. Nothing having been done under the authority of this act, a special act, approved January 20, 1846, re-incorporated the com¬ pany, and secured and perpetuated its rights and obligations as defined in the acts of February 3, 1832, and February 3, 1837. An amendatory act taking effect February 9, 1848, authorized the extension of the road from Jeffersonville to any point or points other than those indicated in the act of January 20, 1846, and also authorized the construction of such branches as the company might deem necessary. It also granted to the company the pow¬ ers and rights and made it subject to the liabilities imposed by the act entitled, “ An act to provide a general system of internal improvements,” approved January 27, 1836, and to have all the rights, privileges and franchises granted to certain associations by an act entitled, “ An act to provide for the continuance of the construction of all or any part of the public works of this state by private companies,” etc., approved January 28, 1842. It also relieved the stockholders and directors from individual liability for any obligations of the company, and extended the time for the completion of the road to February, 1853. The company was organized March 17, 1848. The company located the line of road and graded 27 miles from Jeffersonville to Vienna. By special act of the Indiana legislature approved January 15,. 1849, name of the company was changed to the Jeffersonville Railroad Company. CAPITAL STOCK. The amount of capital stock authorized by the act of January 20, 1846, was $1,000,000, in shares of $100 each. MORTGAGES AND BONDS. No bonded debt was created by the Ohio and Indianapolis Railroad Company. 1 See volume 4, page 79. CORPORATE HISTORY. II I JEFFERSONVILLE RAILROAD COMPANY. 1 The Jeffersonville Railroad Company was the successor by change of name of the Ohio and Indianapolis Railroad Company by special act of the Indiana legislature approved January 15, 1849, which was accepted by the board of directors of the Jeffer¬ sonville Railroad Company February 3, 1849. The special act of December 29, 1849, authorized the issue of bonds secured by mortgage. The special act approved Febru¬ ary 7, 1851, amended this act, and also authorized the company to receive in payment of subscriptions to the capital stock the bonds of any city or town. The Jeffersonville Railroad Company completed the road, be¬ tween Jeffersonville and Columbus, Indiana, and opened it for operation in the fall of 1852. As no satisfactory running arrangement could be made with the Madison and Indianapolis Railroad Company for the use of their road from Columbus to Indianapolis, the Jeffersonville Railroad Company commenced the extension of the road from Columbus to Indianapolis. It was extended as far as Edinburg and opened for operation to that point December 23, 1853, it being the in¬ tention to reach Indianapolis via the Shelbyville Lateral Branch Railroad, extending from Edinburg to Shelbyville, which was owned by the Jeffersonville Railroad Company, and from Shelby¬ ville to Indianapolis via the line of the Lawrenceburg and Upper Mississippi Railroad, then in process of construction, an agree¬ ment having been entered into with that company June 10, 1853, for the use of that portion of its road. An agreement was finally entered into October 22, 1853, with the Madison and Indianapolis Railroad Company for the use of their road between Edinburg and Indianapolis, whereupon the arrangement for running trains in connection with the Lawrence¬ burg and Upper Mississippi Railroad Company was abandoned, and the trains of the Jeffersonville Railroad Company commenced running over the Madison and Indianapolis Railroad November 9, 1853. A new agreement was entered into November 24, 1855, taking effect December 1, 1855, to continue ten years, for the use of the Madison and Indianapolis Railroad between Edinburg and Indianapolis. The Jeffersonville Railroad Company ac¬ quired a controlling interest in the Indianapolis and Madison 1 See volume 4, page 98. II 2 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Railroad Company in May, 1864, and the tracks of the latter company between Columbus, Indiana, and Edinburg, Indiana, were taken up. New Albany branch. The Clarke County Central Plank Road Company, owners of a plank road between Jeffersonville and New Albany, conveyed it by deed dated June 5, 1865, to the Jeffersonville Railroad Company, the company paying therefor five dollars per share for each share of the capital stock of the plank road company. This conveyance was authorized by acts of the Indiana legislature approved February 28, 1855, and March 5, 1859. This plank road had originally been a turnpike owned by the state of Indiana, which had relinquished its interest therein to the plank road company by special act of the legisla¬ ture approved February 5, 1851. Immediately after the pur¬ chase of this plank road the company commenced the construc¬ tion of a railroad thereon, which was completed from Jefferson¬ ville to State street, New Albany, in October, 1865. An ordi¬ nance was passed by the city council of New Albany June 23, 1865, granting right of way through the city, and an ordinance of October 16, 1865, authorized further extension. The Shelbyville Fateral Branch Railroad. The road of this company extending from Edinburg to Shelbyville was opened for operation August 1, 1849. An agreement was entered into July 1, 1851, between the Jeffersonville Railroad Company and John Woodburn and Michael G. Bright, by which the Jefferson¬ ville Railroad Company was to purchase the capital stock of the Shelbyville Fateral Branch Railroad Company, amounting to $141,300, for $175,000, or $123.85 for every $100 of capital stock, which was to be payable in stock of the Jeffersonville Railroad Company. The organization of the Shelbyville Fateral Branch Railroad Company was to be continued until suspended or super¬ seded by the Jeffersonville Railroad Company. The Jefferson¬ ville Railroad Company having arranged to use the Indianapolis and Madison Railroad from Edinburg to Indianapolis, and the Columbus and Shelby, and Shelby and Rush Railroads, the Shelbyville Fateral Branch Railroad ceased to be operated and the rails were taken up. The Shelbyville and Knightstown Railroad, extending from Shelbyville to Knightstown, was oper¬ ated in connection with the Shelbyville Fateral Branch Railroad and was abandoned at the same time. The Jeffersonville Railroad Company was consolidated with the CORPORATE HISTORY. IJ 3 Indianapolis and Madison Railroad Company under the name of the Jeffersonville, Madison and Indianapolis Railroad Company June 5, 1866, to take effect as of May 1, 1866. CAPITAL STOCK. The capital stock authorized by the act of January 20, 1846, was $1,000,000. By authority of section 13 of the same act the board of directors on June 30, 1864, authorized its increase to $2,000,000. All of the $2,000,000 stock was issued. Under the amendment of November 14, 1866, to the articles of consolida¬ tion forming the Jeffersonville, Madison and Indianapolis Rail¬ road Company holders were entitled to receive stock of the new ■company to the amount of about 80 per cent, of their holdings. MORTGAGES AND BONDS. First mortgage, dated February 28, 1851, to George S. Coe, trustee, covering the railroad between Jeffersonville and Colum¬ bus, Indiana, securing $300,000 bonds of $1,000 each, dated March 1, 1851, payable March 1, 1861, bearing 7 per cent, in¬ terest, of which $289,000 were issued. An agreement was entered into April 14, 1859, between the Jeffersonville Railroad Company and the holders of these bonds, whereby in consideration of the postponement of the payment of the principal of the bonds, the company agreed to set apart $15,- 000 semi-annually, as a sinking fund, commencing July 1, 1861, until all had been redeemed. All of these bonds were taken up and a release of this mortgage was executed March 14, 1878, which was recorded in the several counties. Second mortgage, dated March 15, 1853, to James Punnett, trustee, covering the road constructed from Jeffersonville to Edinburg and to be constructed from Edinburg to Indianapolis, securing $700,000 bonds of $1,000 each, payable April 1, 1873, bearing 7 per cent, interest, of which $550,000 were issued. These bonds were all redeemed and destroyed except bond No. 329, which had been lost but paid by the company under a bond of indemnity, and 983 coupons. The mortgage was satisfied of record in June, 1877, in the several counties in which it had been originally recorded. Capitalized interest bonds not secured by mortgage dated Octo¬ ber 1, 1859, payable October 1, 1869, were issued to the amount of $42,000. Default having been made in the payment of cou¬ pons due October 1, 1858, and April 1, 1859, on the second mort- 8 114 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. gage bonds, an agreement was entered into April 14, 1859, with the second mortgage bondholders to fund the overdue coupons and the one due October 1, 1859, amounting in all to $42,000, into capitalized interest bonds of $105 each. These bonds were all issued and paid at maturity, and the entire issue was destroyed August 12, 1871. In addition to the'bonds issued by the Jeffersonville Railroad Company, the company guaranteed the payment of $200,000 bonds of the city of Louisville dated May 1, 1852, payable May 1, 1882, by endorsement on each bond. These bonds were issued by the city in payment for $200,000 stock of the Jeffersonville Railroad Company subscribed by the city. In accordance with an agreement of May 30, 1873, between the Jeffersonville, Madi¬ son and Indianapolis Railroad Company and the city of Louis¬ ville, the $200,000 stock was surrendered to the company and the city undertook to pay the bonds outstanding. The city of Jeffersonville subscribed for 1,000 shares of stock of the company under an agreement dated August 8, 1849, issu¬ ing its bonds in payment therefor. An agreement was made by the company with the city of Jeffersonville in November, 1863^ whereby the stock was surrendered to the company in considera¬ tion of its assuming the payment of $60,000 bonds of the city issued in part payment for the stock. JEFFERSONVILLE, MADISON AND INDIANAPOLIS RAILROAD COMPANY. 1 The Jeffersonville, Madison and Indianapolis Railroad Com¬ pany was formed by consolidation taking effect May I, 1866, of the Indianapolis and Madison Railroad Company and the Jeffer¬ sonville Railroad Company. Articles of consolidation were exe¬ cuted April 30, 1866, under the general law of February 23, 1853, filed in the office of the secretary of state of Indiana June I, 1866, and recorded in the various counties along the line in May, 1866. These articles provided that the company should be governed by and conform to the charter and amendments of the Jefferson¬ ville Railroad Company. They were ratified by the stockholders, of the Jeffersonville Railroad Company April 16, 1866. An amendment to the articles of consolidation, correcting the ap¬ portionment of the capital stock, was adopted by the stock- 1 See volume 4, page 117. CORPORATE HISTORY. II 5 holders of the Jeffersonville, Madison and Indianapolis Railroad Company November 13, 1866. The first election for directors was held and the organization perfected June 5, 1866. A contract was entered into June 5, 1872, between the Jeffer¬ sonville, Madison and Indianapolis Railroad Company, Ohio and Mississippi Railroad Company, and Louisville and Nashville Railroad Company for the use and operation of the Louisville Bridge, the company thus securing an entrance into the city of Louisville. In the latter part of 1871 the Pennsylvania Railroad Company acquired the capital stock of the Jeffersonville, Madison and Indianapolis Railroad Company. Under date of December 26, 1871, the company leased its rail¬ road to the Pittsburgh, Cincinnati and St. Louis Railway Com¬ pany for 999 years from August 1, 1871, the rental to be equiva¬ lent to the interest and sinking fund on the funded debt and a dividend of 7 per cent, per annum on the capital stock of $2,000,- 000. The terms of the lease on the part of the Pittsburgh, Cin¬ cinnati and St. Louis Railway Company were guaranteed by the Pennsylvania Railroad Company. In consequence of the oppo¬ sition on the part of some of the stockholders of the Pittsburgh, Cincinnati and St. Louis Railroad Company, who had brought suit in the common pleas court of Franklin county, Ohio, to enjoin the execution of the lease, an agreement was entered into January 1, 1873, between the two companies cancelling the lease, which was duly recorded in the several counties along the line. Under date of January 1, 1873, a new lease upon the same terms, was made to the Pennsylvania Company for 999 years from January 1, 1873, the Pennsylvania Railroad Company guar¬ anteeing performance on the part of the Pennsylvania Company. This lease was terminated by a new lease dated March 8, 1880, to the Pennsylvania Company for 999 years from January 1, 1880, under which the Pennsylvania Company were to pay over to the Jeffersonville, Madison and Indianapolis Railroad Com¬ pany the entire net earnings of the road. The Jeffersonville, Madison and Indianapolis Railroad Com¬ pany having been consolidated into the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company, the lease was cancelled October 1, 1890. Il6 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. In 1881 the Pennsylvania Railroad Company transferred the capital stock of the Jeffersonville, Madison and Indianapolis Rail¬ road Company owned by it, to the Pennsylvania Company. The Jeffersonville, Madison and Indianapolis Railroad Com¬ pany was consolidated September 18, 1896, with the Pittsburgh, Cincinnati and St. Louis' Railway Company, Chicago, St. Louis and Pittsburgh Railroad Company and the Cincinnati and Rich¬ mond Railroad Company, under the name of the Pittsburgh, Cin¬ cinnati, Chicago and St. Louis Railway Company. . CAPITAL STOCK. The capital stock authorized in the articles of consolidation was $2,000,000 in shares of $100 each, all of which was issued. As the value of the property of the company exceeded its capital stock, the stockholders on November 13, 1866, in accordance with article 9 of the articles of consolidation, authorized the issue and distribution of $2,000,000 first mortgage bonds ratably among the stockholders. The stockholders were also entitled to purchase second mortgage bonds which were issued for the purpose of funding and distributing the surplus and profit and loss account of the company as described below, at the rate of $150 per bond. In the consolidation holders received $50 common stock and $50 preferred stock of the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company for each $100 of the capital stock of the Jeffersonville, Madison and Indianapolis Railroad Company. MORTGAGES AND BONDS. First mortgage, dated October 1, 1866, to Lawrason Riggs, trustee, securing $3,000,000 bonds of $1,000 each, dated October 1, 1866, payable October 1, 1906, bearing 7 per cent, interest, of which $2,943,000 were issued. The articles of consolidation pro¬ vided for the issue of $1,000,000 of these bonds to pay the in¬ debtedness of the company and $2,000,000 to be distributed pro rata among the stockholders. A sinking fund is provided of $15,000 per annum for the purchase of bonds at not exceeding par value, and in case none are offered at that price, the trustee designates by lot the numbers of the bonds to be retired. Through this sinking fund $1,062,000 have been redeemed, leav¬ ing $1,881,000 outstanding January 1, 1898. Second mortgage, dated July 1, 1870, to Lawrason Riggs, trustee, securing $2,000,000 bonds of $1,000 each, dated July 1, CORPORATE HISTORY. n7 1870, payable July 1, 1910, bearing 7 per cent, interest, of which $1,995,000 were issued and are now outstanding. This mortgage was authorized by the stockholders February 23, 1870, who ordered the bonds to be sold exclusively to the stockholders in proportion to the amount of stock held by them at a uniform price to be determined by the board of directors. The board of directors on May 16, 1870, authorized the bonds to be issued to the stockholders at the rate of $150 per bond, payable in cash or in the earliest maturing coupons, and in order to insure correct delivery of the bonds, the stock certi¬ ficates were to be surrendered at the time of delivery of the bonds and new certificates issued. On the same date the board of directors further ordered “ that the issue of $2,000,000 second mortgage bonds of this company shall be based upon a fund to be created by consolidating the following accounts, to wit: 1. The surplus fund of the Jeffersonville Railroad Company .$770,445.64 2. The profit and loss account of this company, $862,477.32, adding thereto $67,077.04, ap¬ proximate net income for half of the year 1870 929,554.36 3. The amount to be derived from the sale of said second mortgage bonds . 300,000.00 Making in all a fund of.$2,000,000.00 which is hereby declared to be payable to the stockholders in forty (40) years after the first day of July, 1870, with interest at the rate of seven (7) per cent, per annum, payable semi-annually; and the said fund shall in the month of July next be charged off upon the books and the aforesaid second mortgage bonds shall stand in lieu of the same.” COLUMBUS AND SHELBY RAILROAD COMPANY. 1 * The Columbus and Shelby Railroad Company filed articles of association dated June 7, 1852, in the office of the secretary of state of Indiana June 8, 1852, under the general law approved May 11, 1852, for the purpose of constructing a railroad from Columbus, Indiana, to Shelbyville, Indiana. 1 See volume 4, page 165. Il8 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. The first election for directors was held June 7, 1852, and the organization was perfected April 25, 1853. Work was commenced in June, 1853, and the road opened for operation in December, 1853. The road was constructed by means furnished by the Madison and Indianapolis Railroad Company and was operated by that company and its successors during the existence of the Columbus and Shelby Railroad Company. By deed of November 18, 1881, the Columbus and Shelby Rail¬ road Company conveyed its railroad to the Jeffersonville, Madi¬ son and Indianapolis Railroad Company in consideration of the surrender and cancellation of $200,000 bonds of the Columbus and Shelby Railroad Company which were held by the Jefferson¬ ville, Madison and Indianapolis Railroad. CAPITAL STOCK. The capital stock authorized in the articles of association was $200,000, in shares of $50 each, all of which was issued. Of this amount $50,000 was held by the city of Madison and $100,000 by the Madison and Indianapolis Railroad, the latter being held by that company as collateral security on account of having guar¬ anteed the principal and interest of the bonds of the Columbus and Shelby Railroad Company, and afterward delivered to the trustees of the first mortgage bonds of the Indianapolis and Madi¬ son Railroad Company as part of a sinking fund for the redemp¬ tion of the bonds of that company. The Jeffersonville, Madison and Indianapolis Railroad Com¬ pany subsequently acquired all the capital stock of the Columbus and Shelby Railroad Company. MORTGAGES AND BONDS. First mortgage, dated May 1, 1853, to James Winslow, trustee, securing $200,000 bonds of $1,000 each, dated May 1, 1853, pay¬ able May 1, 1873, bearing 7 per cent, interest, all of which were issued. There were $196,000 delivered to the Madison and In¬ dianapolis Railroad Company for advances made by that com¬ pany and subsequently, in accordance with the plan of reorgani¬ zation of August 1, 1861, delivered to the trustees of the sinking fund for the redemption of the first mortgage bonds of the In¬ dianapolis and Madison Railroad Company. The Jeffersonville, CORPORATE HISTORY. I 19 Madison and Indianapolis Railroad Company acquired the en¬ tire $200,000 bonds, and they were cancelled and surrendered to the Columbus and Shelby Railroad Company in consideration of a deed executed by that company November 18, 1881, conveying its railroad to the Jeffersonville, Madison and Indianapolis Rail¬ road Company. The mortgage has not been cancelled of record. The city of Madison delivered $50,000 of its bonds dated No¬ vember 1, 1852, in payment of a subscription of that amount to the capital stock of the Columbus and Shelby Railroad Company. On April 25, 1853, the board of directors authorized the presi¬ dent to guarantee the payment of these bonds by endorsement on each bond, and to advise the purchasers that they might be converted into capital stock of the company. The bonds were paid by the city of Madison. RUSHVILLE AND SHELBYVILLE RAILROAD COMPANY. 1 The corporate history of the Shelby and Rush Railroad Com¬ pany begins with the incorporation of the Rushville and Shelby- ville Railroad Company by special act of the Indiana legislature approved January 15, 1844, authorizing the company, subject to the provisions of an act of January 28, 1842, entitled, '‘An act to provide for the continuance of all or any part of the public works of this state by private companies,” etc., to construct a railroad from Shelbyville, Indiana, to Rushville, Indiana. An amendatory act of January 10, 1850, authorized the issue of bonds to an amount not exceeding $75,000, secured by a mortgage, and also authorized the sale or lease of the road. Work was commenced in 1848 and the road was opened for operation in August, 1850. Default having been made in the payment of interest on the first mortgage bonds, foreclosure proceedings were instituted by lames F. D. Lanier, trustee, in the United States circuit court for the district of Indiana, where a decree was entered July 8, 1858, and an order of sale issued May 19, 1859, im der which the road was sold July 6, 1859, to F. H. Smith for $10,500. J. L. Robinson, marshal and commissioner, by deed of July 7, 1859, conveyed the road to the purchaser, who, under the authority of 1 See volume 4, page 143. 120 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the act of March 5, 1859, organized the Shelby and Rush Rail¬ road Company. The sale was confirmed by the court at its November, 1859, term. • MORTGAGES AND BONDS. First mortgage, dated May 1, 1850, to James F. D. Lanier, trustee, securing $40,000 bonds of $1,000 each, payable May 1, i860, bearing 7 per cent, interest. Default having been made in the payment of interest, foreclosure proceedings were insti¬ tuted and a decree for $40,000 principal and $8,862.21 interest due on these bonds rendered, and the road sold as above de¬ scribed, the proceeds of sale ($10,500) after paying the costs of suit, being delivered to J. F. D. Lanier, trustee, for the benefit of the bondholders. SHELBY AND RUSH RAILROAD COMPANY. 1 The Shelby and Rush Railroad Company was organized by the purchaser of the Rushville and Shelbyville Railroad under the act of the Indiana legislature of March 5, 1859, entitled, “ An act authorizing the purchasers of railroads, plank roads, turnpike roads and macadamized roads or parts thereof under mortgage sale or sales made according to the terms or deeds of trust to organize as incorporated companies and prescribing their pow¬ ers and duties,” which authorized the purchasers of railroads so purchased, by such name as they might assume, to hold, own and possess the railroad so purchased, and to become a distinct corporation under the name so assumed, with all the rights and franchises conferred by the charter of the company whose road was so purchased, upon condition that within three months from the date of purchase, they should proceed to organize such dis¬ tinct corporation under such original charter by creating a stock not exceeding the cost of the construction of the road and ap¬ pointing a board of directors equal in number with that pre¬ scribed in the original charter. The Rushville and Shelbyville Railroad was conveyed by deed dated July 7, 1859, of John L. Robinson, United States marshal for the district of Indiana to Frederick H. Smith, the purchaser who executed a certificate September 30, 1859, declaring that he assumed the name of the Shelby and Rush Railroad for the pur- 1 See volume 4, page 153. CORPORATE HISTORY. 121 pose of holding the railroad so purchased, and naming thirteen persons as the first board of directors. The board of directors organized October 5, 1859, and a cer¬ tificate of the organization of the company was executed and recorded in Shelby county, Indiana, the same date. The new company reconstructed the road from Shelbyville to Rushville and relaid it with “ T ” rail. An arrangement was entered into August 13, 1867, with the Jeffersonville, Madison and Indianapolis Railroad Company for operating the road. On April 10, 1882, the Shelby and Rush Railroad Company executed a deed conveying its railroad to the Jeffersonville, Madi¬ son and Indianapolis Railroad Company in consideration of the cancellation and surrender of the entire issue ($37,800) of the first mortgage bonds of the Shelby and Rush Railroad Company. CAPITAL STOCK. The capital stock authorized in the certificate of the purchaser dated September 30, 1859, was $100,000 in shares of $50 each, all of which was issued. As above mentioned, the railroad of the Shelby and Rush Railroad Company was conveyed to the Jeffer¬ sonville, Madison and Indianapolis Railroad Company April 10, 1882, and its separate corporate existence ended. The entire capital stock was purchased by the Jeffersonville, Madison and Indianapolis Railroad Company. MORTGAGES AND BONDS. On November 7, 1859, the company executed a mortgage to Joseph Hamilton and others covering the entire road, to secure the mortgagees, who, in accordance with an agreement of No¬ vember 7, 1859, had executed their joint and several notes amounting to $28,000 to provide means for relaying the road with “ T ” rail. The company assigned to the mortgagees subscrip¬ tions made by citizens of Rush county amounting to $35,000 pavable when the relaying was completed from Shelbyville to Rushville, and the mortgage w 7 as given to secure them against contingency of a failure on the part of the company to relay the track. A release of the mortgage was executed May 18, i860, and recorded June 20, i860. Mortgage, dated May 1, i860, to Frederick H. Smith, Jr., trus¬ tee, securing $50,000 bonds, dated May 1, i860, payable May 1, 122 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. 1870, bearing- 6 per cent, interest, of which $15,500, numbered from 1 to 31 inclusive, were for $500 each, $8,200, numbered from 32 to 72 inclusive, for $200 each, $12,100, numbered from 73 to 193 inclusive, for $100 each, and $14,200, numbered from 194 to 477 inclusive, for $50 each. There were $37,800 issued, of which $13,000 were for $500 each, $7,600 for $200 each, $7,- 600 for $100 each, and $9,600 for $50 each. The Shelby and Rush Railroad Company conveyed its railroad to the Jefferson¬ ville, Madison and Indianapolis Railroad Company April 10, 1882, in consideration of the cancellation and surrender of these $37,800 bonds which were held by that company. Of these bonds $37,000 were surrendered and cancelled July 1, 1882. Bonds Nos. 46 and 53 for $200 each, Nos. 113 and 179 for $100 each and Nos. 339 and 340 for $50 each, amounting in all to $700, could not be found, and a bond of indemnity was executed May 26, 1882, by the Jeffersonville, Madison and Indianapolis Rail¬ road Company to the Shelby and Rush Railroad guaranteeing to pay them on presentation. The $12,200 unissued bonds were destroyed September 1, 1882. LAKE ERIE AND LOUISVILLE RAILROAD COMPANY. 1 The Lake Erie and Louisville Railroad Company was formed by consolidation of the Lake Erie and Pacific Railroad Company, which was incorporated to build a road from Union City to Rush- ville, Indiana, and the Fremont, Lima and Union Railroad Com¬ pany, organized for the purpose of building a road from Fremont to Union City, Indiana. Articles of consolidation were entered into December 8, 1864, ratified by the stockholders of the Fremont, Lima and Union Railroad Company January 14, 1865, and by the stockholders of the Lake Erie and Pacific Railroad Company January 28, 1865; and filed in the offices of the secretaries of state of Ohio and Indiana February 4, 1865. The first election for directors was held and the organization completed March 1, 1865. At the time of the consolidation all that part of the Lake Erie and Pacific Railroad between Cambridge City and Union City was grubbed and cleared and all except five miles had been 1 See volume 4. page 181. CORPORATE HISTORY. 123 graded. South of Cambridge City about half the grading had been done. The Fremont, Lima and Union Railroad Company had nearly completed its road between Fremont and Lima but had opened for traffic only the portion between Fremont and Findlay. The Lake Erie and Louisville Railroad Company opened the road for operation a short distance south of Findlay, Ohio. On August 28, 1866, an agreement was entered into between the Lake Erie and Louisville Railroad Company, the Columbus and Indianapolis Central Railway Company and the Jeffersonville, Madison and Indianapolis Railroad Company, by which the latter two companies were to complete the portion of road between Cambridge City and Rushville, and receive bonds of the Lake Erie and Louisville Railroad Company for the amounts advanced by them. When completed the road was to be operated by the two companies, and they were to pay interest on the mortgage debt. The road was opened for operation from Cambridge City to Rushville in 1867. In 1862 the Fremont, Lima and Union Railroad Company exe¬ cuted a mortgage covering the road from Fremont to Union City, and October 1, 1866, the Lake Erie and Louisville Railroad Company executed a mortgage covering the road between Union City and Cambridge City. The trustees of these two mortgages jointly commenced foreclosure proceedings in the United States circuit court for the northern district of Ohio and district of In¬ diana March 29, 1871. L. Q. Rawson was appointed receiver April 4, 1871, by the United States circuit court for the northern district of Ohio, which appointment was duly ratified by the In¬ diana court. Under a decree of the Ohio court of May 31, 1871, and an auxiliary decree of the Indiana court of June 1, 1871, the road from Cambridge City to Fremont was sold July 27, 1871, to George T. M. Davis, trustee, who conveyed the portion from Union City to Cambridge City to the Lake- Erie and Louisville Railway Company by deed of December 4, 1871, and the portion from Fremont to Union City to the Fremont, Lima and Uffion Railway Company by deed of December 26, 1871. The portion of road between Cambridge City and Union City was never com¬ pleted; that north of Union City is now part of the Lake Erie and Western Railroad. This sale left in the possession of the Lake Erie and Louisville Railroad Company only the portion of road 124 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. between Cambridge City and Rushville, which was operated by the Jeffersonville, Madison and Indianapolis Railroad Company under the agreement of August 28, 1866. By deed of June 26, 1890, the Lake Erie and Louisville Rail¬ road Company conveyed its railroad to the Jeffersonville, Madi¬ son and Indianapolis Railroad Company in consideration of the cancellation and surrender of $347,000 outstanding bonds of the company. CAPITAL STOCK. The capital stock authorized in the articles of consolidation was $6,000,000, in shares of $50 each, of which $1,070,850 was issued, of which the Pennsylvania Company acquired $801,500 prior to ■ the sale of the road to the Jeffersonville, Madison and India¬ napolis Railroad Company, besides further amounts acquired since. MORTGAGES AND BONDS. Mortgage, dated September 25, 1866, to George T. M. Davis, trustee, covering the road between Cambridge City and Rush¬ ville, securing $400,000 bonds of $1,000 each, dated September 25, 1866, payable January 1, 1900, bearing 7 per cent, interest, of which $347,000 were issued. In pursuance of the contract of August 28, 1866, with the Jeffersonville, Madison and Indian¬ apolis Railroad Company and the Columbus and Indianapolis Central Railroad Company these $347,000 bonds were delivered to those companies, the obligation of the latter company under this agreement being subsequently assumed by the Pittsburgh,, Cincinnati and St. Louis Railway Company through its lease of the Columbus, Chicago and Indiana Central Railway. The Lake Erie and Louisville Railroad Company conveyed its rail¬ road to the Jeffersonville, Madison and Indianapolis Railroad Company in consideration of the cancellation and surrender of these $347,000 bonds, all of which were held by the latter com¬ pany. Mortgage, dated October 1, 1866, to George T. M. Davis, trus¬ tee, covering the road between Cambridge City and Union City, Indiana, securing $700,000 bonds of $1,000 each, dated October 1, 1866, payable January 1, 1900, bearing 7 per cent, interest, of which $90,000 were issued. This mortgage was foreclosed as above shown, and the portion of road which it covered sold, and a new company organized under the name of the Lake Erie and Louisville Railway Company to hold it. CORPORATE HISTORY. 125 LAKE ERIE AND PACIFIC RAILROAD COMPANY. 1 This company filed articles of association, dated June 22, i860, in the office of the secretary of state of Indiana, October 6, i860, under the general laws of the state, to construct a railroad from Rushville through Rush, Fayette and Randolph counties to Union City, Indiana. A contract was entered into December 23, 1861, for the con¬ struction of the road under which most of the grading was com¬ pleted from Cambridge City to Union City, and about half of it between Cambridge City and Rushville. Work was abandoned by the company in 1864. The company was consolidated March 1, 1865, with the Fremont, Lima and Union Railroad Company under the name of the Lake Erie and Louisville Railroad Com¬ pany. CAPITAL STOCK. The capital stock authorized in the articles of association was $1,000,000, in shares of $50 each. Holders were entitled to an equal amount of the capital stock of the Lake Erie and Louisville Railroad Company. MORTGAGES AND BONDS. First mortgage, dated March 31, 1863, to George A. Robbins and George T. M. Davis, trustees, securing $890,000 bonds of $1,000 each, dated March 31, 1863, payable June 1, 1890, bear¬ ing 7 per cent, interest. None of these bonds were sold. A con¬ tract was entered into November 14, 1864, with James Oswald, by which in consideration of the cancellation of his contract for the construction of the road the company agreed to pay him $70,000 of these bonds which were to be converted into bonds of the Lake Erie and Louisville Railroad Company. On June 14, 1866, an agreement was made for the cancellation of the con¬ tract for $23,000 of the first mortgage bonds of the Lake Erie and Louisville Railroad Company. This settlement was disputed by certain parties claiming an interest in the bonds to be issued and the Lake Erie and Louisville Railroad Company brought suit against them to have their claim set aside so that the bonds and mortgage of the Lake Erie and Pacific Railroad Company could be cancelled. The common pleas court of Fayette county decided the claim of these parties to be invalid and ordered the 1 See volume 4, page 169. 126 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. bonds of the Lake Erie and Pacific Railroad Company to be surrendered and the mortgage cancelled. This decision was affirmed by the supreme court of Indiana October 9, 1869 (Pain et al. vs. L. E. & L. R. R. Co., Indiana Reports XXXI, Black). The trustees executed a release of the mortgage June 8, 1870, which was recorded in September, 1870, in the several counties in which the mortgage was originally recorded. FREMONT, LIMA AND UNION RAILROAD COM¬ PANY. 1 The Fremont, Lima and Union Railroad Company was formed by the reorganization of the Fremont and Indiana Railroad Com¬ pany, which was organized April 25, 1853, to build a railroad from Fremont to Union City, and whose road was sold under foreclosure in December, 1861, and a new company organized by the purchasers under the name of the Fremont, Lima and Union Railroad Company. A certificate of incorporation, exe¬ cuted January 6, 1862, was filed by the Fremont, Lima and Union Railroad Company in the office of the secretary of state of Ohio January 21, 1862. The first election for directors was held March 3, 1862. The company opened for operation the road between Fremont and Findlay, and prepared for laying the track the portion be¬ tween Findlay and Lima. The company was consolidated March 1, 1865, with the Lake Erie and Pacific Railroad Company under the name of the Lake Erie and Louisville Railroad Company. CAPITAL STOCK. The capital stock authorized in the certificate of incorporation was $1,500,000. Holders were entitled to receive an equal amount of the stock of the Lake Erie and Louisville Railroad Company and 60 per cent, in addition. MORTGAGES AND BONDS. A mortgage was executed in 1862, to N. A. Cowdrey, trustee, covering the road between Fremont and Union City, securing $500,000 bonds. This mortgage was foreclosed, the road sold, and a new com¬ pany organized under the name of the Fremont, Lima and Union Railway Company. 1 See volume 4, page 181. CORPORATE HISTORY. 127 CINCINNATI AND RICHMOND RAILROAD COMPANY. The Cincinnati and Richmond Railroad Company was formed by consolidation of the Cincinnati and Richmond Railroad Com¬ pany, the Cincinnati, Richmond and Chicago Railroad Company, and the Richmond and Miami Railway Company April 2, 1890. The Cincinnati, Richmond and Chicago Railroad Company was formed by the reorganization of the Eaton and Hamilton Railroad Company April 30, 1866. The Eaton and Hamilton Railroad Company was formed by consolidation of the Eaton and Hamilton Railroad Company and the Richmond and Miami Railroad Company December 1, 1854, the Richmond and Miami Railroad being afterwards separated from the consolidated line by its sale under foreclosure. The Richmond and Miami Railway Company was formed by reorganization of the Richmond and Miami Railroad Company April 30, 1862. EATON AND HAMILTON RAILROAD COMPANY (No. i). 1 The Eaton and Hamilton Railroad Company was originally incorporated by special act of the Ohio legislature February 8, 1847, amended by acts of March 21, 1850, and March 25, 1850. An act to amend and consolidate these acts was passed March 7, 1851. The company was authorized to construct a railroad from Hamilton, Ohio, to Eaton, Ohio, thence to the state line between Ohio and Indiana. It was also authorized to extend the road to Cincinnati and to build branches from the main line. Section 24 provided that when this act was accepted by the board of directors of the company by a journal entry to that effect, all acts and parts of acts previously passed, conflicting with, restrict¬ ing or impairing the privileges thereby granted, should be from thenceforth repealed, saving to the company all rights acquired and leaving it responsible for all its liabilities under its former acts of incorporation. The act was accepted by the company March 31, 1851. A special act, approved March 20, 1851, authorized certain townships in Preble county to subscribe to the capital stock. ' See page 771. 128 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. The first election for directors was held June 13, 1848,-and the organization was perfected June 17, 1848. The road was opened for operation early in 1853, the track of the Cincinnati, Hamil¬ ton and Dayton Railroad Company being used between Hamil¬ ton and the junction of the two roads west of the Miami river north of Hamilton. On January 21, 1853, the company authorized the construction of a branch from Eaton, through Lewisburg, Euphemia and Mil- ton, to Piqua, Ohio, about 35 miles in length, to be built from stock subscriptions to that branch. Right of way was ac¬ quired, and about* $175,000 stock subscribed, of which $34,000 was issued. A contract was made with the Louisville and San¬ dusky Railroad Company January 27, 1854, transferring to that company the Piqua branch and capital stock subscribed thereto, the Louisville and Sandusky Railroad Company agreeing to issue its capital stock in exchange for stock in the Piqua branch al¬ ready issued. Owing to the failure of the Louisville and San¬ dusky Railroad Company to perform its part of the contract this agreement was not carried out. The Piqua branch was not con¬ structed. The company was consolidated December 1, 1854, with the Richmond and Miami Railroad Company under the name of the Eaton and Hamilton Railroad Company. CAPITAL STOCK. The capital stock authorized by the act of March 7, 1851, was $600,000, in shares of $25 each, with authority to increase it to $2,000,000. On November 10, 1851, the board of directors au¬ thorized its increase to $2,000,000. The agreement for consolida¬ tion with the Richmond and Miami Railroad Company provided for the merging of the capital stock of the Richmond and Miami Railroad Company into the capital stock of the Eaton and Ham¬ ilton Railroad Company but did not provide for the issue of new stock to the stockholders of the latter company. MORTGAGES AND BONDS. Mortgages dated December 27, 1850 and July 30, 1851, to the city of Cincinnati. Under the authority of the special act of the Ohio legislature passed March 20, 1850, the city of Cincinnati, by resolution of its city council adopted November 29, 1850, au- t CORPORATE HISTORY. I29 thorized the loan of $150,000 bonds of the city to the Eaton and Hamilton Railroad Company, bearing 6 per cent, interest, which was to be paid by the company under the direction of the city council. As security for this loan the company executed $150,- 000 of its bonds known as first mortgage bonds of $1,000 each, payable January 1, 1878, bearing 6 per cent, interest, secured by two mortgages to the city of Cincinnati covering its railroad, one dated December 27, 1850, and the other July 30, 1851. In accordance with the agreement for reorganization of the Eaton and Hamilton Railroad Company (No. 2) entered into June 1, 1865, the city of Cincinnati received $150,000 first mortgage bonds of the Cincinnati, Richmond and Chicago Railroad Com¬ pany in full satisfaction of their claim against the company. Both mortgages were cancelled of record in Hamilton, Butler and Preble counties in August, 1866. Second mortgage, dated January 1, 1852, to Joseph B. Var- num, George Carlisle and John P. Reznor, trustees, securing $300,000 bonds of $1,000 each, dated January 1, 1852, payable January 1, 1862, bearing 7 per cent, interest, all of which were issued. This mortgage was foreclosed as described below, and in accordance with the agreement for the reorganization of the Eaton and Hamilton Railroad Company (No. 2) entered into June 1, 1865, the holders of these bonds received in full satisfac¬ tion of their claims against the company an equal amount of the first mortgage bonds of the Cincinnati, Richmond and Chicago Railroad Company. They also received $12,000 as a considera¬ tion for entering into the agreement, and were relieved from the payment of reorganization expenses. Third mortgage, dated November 1, 1852, to George Carlisle, trustee, securing $100,000 bonds of $1,000 each, payable January 1, 1858, bearing 7 per cent, interest, all of which were issued. Of these bonds $26,000 were converted into capital stock, and in accordance with the agreement of reorganization of June 1, 1865, $40,000 of the first mortgage bonds of the Cincinnati, Richmond and Chicago Railroad Company were divided pro rata among the holders of the remaining $74,000 bonds in full satisfaction of their claims. Real estate mortgage, dated November 9, 1853, to Timothy S. Goodman and Nicholas W. Thomas, trustees, covering real estate owned by the company in Hamilton county, Ohio, securing $150,- 000 real estate bonds of $1,000 each, dated December 1, 1853, 9 130 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. payable December 1, 1873, bearing 8 per cent, interest, all of which were issued. These bonds were paid and cancelled in 1861, and the mortgage was satisfied of record July 24, 1865. Sterling bonds not secured by mortgage numbered from 1 to 64 inclusive, of which numbers 16, 32, 48 and 64 were for £473 each, and the remainder for £500 each, all dated July 1, 1851, payable July 1, 1871, and £500 in denominations of £100 each, payable August 1, 1871, were issued by the company. Of these bonds 11 for £500 each were converted into capital stock. The remaining £26,900 (equal to $130,734) were, in accordance with the plan of reorganization exchanged for $70,000 first mortgage bonds of the Cincinnati, Richmond and Chicago Railroad Com¬ pany. An issue of domestic bonds not exceeding $100,000 in sums to suit purchasers, payable five years after date bearing 12 per cent, interest, was authorized by the board of directors May 17, 1854. They were not secured by mortgage. EATON AND HAMILTON RAILROAD COMPANY (No. 2). 1 The Eaton and Hamilton Railroad Company (No. 2) was formed by consolidation of the Eaton and Hamilton Railroad Company (No. 1) and the Richmond and Miami Railroad Com¬ pany, under authority of section 8 of the act of March 7, 1851, incorporating the Eaton and Hamilton Railroad Company and of the general law of Indiana of February 23, 1853. Articles of consolidation were entered into by the two companies dated No¬ vember 21, 1854, taking effect December 1, 1854, and were duly ratified by the stockholders of the two companies. They were not filed in the office of the secretary of state of Ohio or of In¬ diana. The articles of consolidation specified that “ the corporate name, franchises, rights, immunities and organization of the said Eaton and Hamilton Railroad Company shall be preserved and remain intact; and the said consolidated company shall be known by and its business transacted in that name, in every sense as if this con¬ solidation had not taken place, except so far merely as the en- 1 See page 829. CORPORATE HISTORY. 131 larged interests of the company and a compliance with the laws of Indiana may modify or vary the same.” In October, 1856, Joseph B. Varnum, George Carlisle and John P. Reznor, trustees of the second mortgage of the Eaton and Hamilton Railroad Company, dated January 1, 1852, filed a petition in the common pleas court of Butler county, Ohio, for the appointment of a receiver and the foreclosure of the mort¬ gage. A supplemental petition was filed January 6, 1858, to enforce the rights of the holders of the bonds secured by the first and second mortgages of the Richmond and Miami Railroad Company. David Barnet was appointed receiver by the court at its February, 1858, term. By consent of parties to the suit a compromise decree was rendered June 13, 1859, fixing the amount and providing the manner of payment of the indebted¬ ness of the company, rescinding the appointment of David Barnet as receiver, and appointing T. Torrence, E. W. McGuire and D. McLaren, officers of the company as receivers. This decree also provided for the sale of the Ohio portion of the road in case of default in the payment of the interest on the mortgage debts on that portion of the road. While this suit was pending proceedings were instituted Octo¬ ber 27, 1859, ' m the Wayne circuit court by John Hunt and oth¬ ers, holders of first mortgage bonds of the Richmond and Miami Railroad Company, for the sale of the portion of road in Indiana. The Eaton and Hamilton Railroad Company and George Car¬ lisle, trustee, were made defendants in this suit. A decree of sale was made February 5, 1861, under which the Indiana part of the road was sold January 25, 1862, and the sale was confirmed Feb¬ ruary 10, 1862. This action was resisted and the case appealed by the Eaton and Hamilton Railroad Company to the Indiana supreme court, and at the May term, 1863, of that court, the judg¬ ment of the Wayne circuit court was affirmed. An agreement for the sale of the Ohio portion of the road in accordance with the general law of Ohio of April 11, 1861, under the above mentioned proceedings pending in the common pleas court of Butler county, was entered into by the creditors and stockholders June 1, 1865. A decree of foreclosure was rendered by the court February 6, 1866, and an order of sale issued Feb¬ ruary 13, 1866, under which the road was sold, March 17, 1866, to Stephen M. Blake, Ezekiel W. McGuire and John L. Minor as trustees for the parties to the agreement for reorganization for I32 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. $560,000 and conveyed to them by deed of Jesse B. Stephens, special master commissioner, dated March 26, 1866. The trus¬ tees conveyed it to the Cincinnati, Richmond and Chicago Rail¬ road Company by deed of May 1, 1866. A decree of confirma¬ tion of sale was entered March 24, 1866. A traffic contract was entered into May 23, 1861, with the Cin¬ cinnati, Hamilton and Dayton Railroad Company, Cincinnati and Chicago Air Line Railroad Company and the Chicago and Cincinnati Railroad Company for the formation of a line from Cincinnati to Chicago. CAPITAL STOCK. The capital stock authorized by the special act of March 7, 1851, was $600,000, in shares of $25 each, with authority to in¬ crease it to $2,000,000. The board of directors on November 10, 1851, authorized its increase to $2,000,000. The articles of con¬ solidation forming the Eaton and Hamilton Railroad Company (No. 2) did not provide for any issue of new stock, in exchange for the stock of the old company, and the stock of the original company formed part of the stock of the new company. There was issued by the old and new companies about $369,775. In accordance with the agreement of reorganization of June 1, 1865, stockholders received an equal amount of the capital stock of the Cincinnati, Richmond and Chicago Railroad Company. MORTGAGES AND BONDS. In addition to assuming payment of the bonds issued by the Eaton and Hamilton Railroad Company (No. 1) and of the Rich¬ mond and Miami Railroad Company, the Eaton and Hamilton Railroad Company (No. 2) executed the following mortgages: Chattel mortgage, dated December 15, 1854, to James Mc- Whinney and others to secure them as endorsers on notes of the company. This mortgage covered rolling stock, etc., amounting to $38,000. Chattel mortgage, dated July 1, 1856, to James McWhinney, et al., covering rolling stock, etc., amounting to $74,970, given to secure endorsers on notes of the company. Mortgage, April 20, 1857, to Nicholas W. Thomas, trustee, se¬ curing $1,000,000 bonds of $1,000 each, dated April 20, 1857, payable January 1, 1878, bearing 7 per cent, interest. These bonds were authorized for the purpose of retiring prior bonds CORPORATE HISTORY. 133 and for other purposes. There were none of them issued. The mortgage was cancelled of record in December, 1866. Mortgage, January 14, 1858, to David M. Morrow covering the Indiana portion of the road with its appurtenances, to secure certain persons who had endorsed or otherwise become liable for the debts of the company. RICHMOND AND MIAMI RAILROAD COMPANY. 1 The Richmond and Miami Railroad Company was incorpo¬ rated by special act of the Ohio legislature January 19, 1846, to construct a railroad from Richmond to the state line between Ohio and Indiana. Section 23 provided that when the aggre¬ gate amount of dividends declared should amount to the full sum invested and 10 per centum per annum thereon the surplus profits, if any, after paying expenses and reserving such propor¬ tion as might be necessary for future contingencies should be paid to the state for the use of common schools. An amendatory act taking effect January 24, 1851, authorized the construction of a branch to the Ohio state line to connect there with the Dayton and Western Railroad. The company completed the road from Richmond to the con¬ nection with the Eaton and Hamilton Railroad at the Ohio state line in 1853. The branch connecting with the Dayton and Wes¬ tern Railroad was completed by the Richmond and Miami Rail¬ way Company. The company was consolidated with the Eaton and Hamilton Railroad Company December 1, 1854, under the name of the Eaton and Hamilton Railroad Company. On October 27, 1859, John Hunt, holder of the first mortgage bonds of the Richmond and Miami Railroad Company filed a bill of complaint in the Wayne circuit court asking for the appoint¬ ment of a receiver of the Indiana portion of the Eaton and Ham¬ ilton Railroad and a judgment of foreclosure. The court ap¬ pointed Ezekiel W. McGuire receiver December 22, i860, and on February 5, 1861, rendered a decree of foreclosure, in accordance with which and a supplemental decree of August 9, 1861, the road was sold January 25, 1862, to John Hunt for $73,000 for the bene¬ fit of the first mortgage bondholders. The sale was confirmed 1 See page 799. 134 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. by the court February io, 1862, and the road conveyed to John Hunt by deed of John F. Kibbey, commissioner, dated February 12, 1862. According to the decree of sale the proceeds of the sale were to be distributed pro rata to the first and second mortgage bondholders. The Richmond and Miami Railway Company was organized by the purchasers. CAPITAL STOCK. The capital stock authorized by the act of incorporation of January 19, 1846, was $50,000 in shares of $50 each. Holders were entitled to receive an equal amount of the capital stock of the Eaton and Hamilton Railroad Company (No. 2) in accord¬ ance with the articles of consolidation forming that company. MORTGAGES AND BONDS. First mortgage, dated November 1, 1852, to George Carlisle, trustee, securing $60,000 bonds of $1,000 each, dated November 1, 1852, payable November 1, 1862, bearing 7 per cent, interest, all of which were issued. This mortgage was foreclosed as above described, and the road purchased for the benefit of the first mortgage bondholders, who organized as the Richmond and Miami Railway Company. Second mortgage, dated January 1, 1854, to George Carlisle, trustee, securing $40,000 bonds, of $1,000 each, dated January 1, 1854, payable January 1, 1864, bearing 7 per cent, interest, all of which were issued, of which $3,000 were sold and $37,000 hypothe¬ cated. Of the $37,000 hypothecated, $3,000 were taken up by the company, and the remaining $34,000 were held as security for certain endorsers on a note of the company on which a judg¬ ment had been received by Robert Morrison in the Wayne circuit court August 10, i860, for $13,763.56. The decree of the Butler county common pleas court of July 13, 1859, provided for the payment of this judgment and the surrender of the bonds to the Eaton and Hamilton Railroad Company. By the decree of sale of the Richmond and Miami Railroad the proceeds of the sale were to be distributed, first, pro rata to the first mortgage bond¬ holders, and, secondly, pro rata to the second mortgage bond¬ holders. On January 24, 1866, the Eaton and Hamilton Railroad Company authorized the purchase of the $3,000 bonds of the Richmond and Miami Railroad Company which had been sold and were outstanding. CORPORATE HISTORY. 135 RICHMOND AND MIAMI RAILWAY COMPANY. 1 The Richmond and Miami Railway Company was organized under the general law of Indiana approved March 5, 1859, en_ titled “ An act authorizing the purchasers of railroads, plank roads, turnpikes and macadamized roads, or parts thereof, under mortgage sale, or sales, made according to the terms of deeds of trust, to organize as incorporated companies, and prescribing their powers and duties.” As already stated, the Richmond and Miami Railroad was con¬ veyed to John Hunt, its purchaser, by deed dated February 12, 1862, of John F. Kibbey, commissioner. A certificate was exe¬ cuted April 30, 1862, by John Hunt and John S. Newman, set¬ ting forth that John Hunt had purchased the Richmond and Miami Railroad and had sold but not conveyed it to John S. Newman, and that they jointly created a capital stock of $100,- 000 and assumed the name of the Richmond and Miami Rail¬ way Company, and named thirteen persons, whom they appointed as directors of the company, and that the act of incorporation of the Richmond and Miami Railroad Company and amendments thereto was adopted as the charter of the Richmond and Miami Railway Company. The organization was perfected May 27, 1862, and a statement of the organization of the company was recorded in the miscel¬ laneous records of Wayne county May 28, 1862. By resolution of the board of directors adopted November 25, 1862, John S. Newman and John Hunt assigned and transferred the capital stock of the company to Valentine Winters, Jonathan Harshman, Simon Gebhart, E. F. Drake, William S. Westerman, John Winters and H. C. Stinson. An arrangement was entered into with the Eaton and Hamilton Railroad Company, taking effect October 1, 1862, for the use and operation of the road between Richmond and its connection with the Eaton and Hamilton Railroad, to continue until the suit pending in the supreme court of Indiana in regard to the sale of the road was decided. The Eaton and Hamilton Railroad Com¬ pany were to pay $1,500 monthly for the use of the road. This arrangement continued until November 26, 1864, when a lease and agreement were entered into by the two companies taking effect November 1, 1864, whereby the Richmond and Miami 1 See page 814 . / 136 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Railway Company leased its road from the Ohio state line where it connected with the Eaton and Hamilton Railroad to the point where the road diverged toward Dayton, together with the use in common with the Dayton and Western Railroad of the portion of road between this junction and Richmond, for 99 years renew¬ able forever, the annual rental to be $8,000. The Cincinnati, Richmond and Chicago Railroad Company, successor to the Eaton and Hamilton Railroad Company, assigned this lease to the Cincinnati, Hamilton and Dayton Railroad Company in the lease of its own road to that company, February 18, 1869. This lease was cancelled in 1890, after the purchase of the Cincinnati, Richmond and Chicago Railroad from the Cincinnati, Hamilton and Dayton Railroad Company. The portion of road between the Ohio state line where it con¬ nected with the Dayton and Western Railroad to the point where it diverged toward Eaton was completed by the Richmond and Miami Railway Company early in 1863, and was leased to the Dayton and Western Railroad Company March 11, 1863, for twenty years from March 12, 1863. This lease included the use in common with the Eaton and Hamilton Railroad Company of the portion of road between Richmond Junction and Richmond, Indiana, and was assigned to the Columbus and Xenia Railroad Company in the lease of the Dayton and Western Railroad to that Company March 12, 1863. A new lease was entered into No¬ vember 26, 1864, taking effect January 1, 1865, for 99 years, re¬ newable forever, the annual rental to be $5,500. This lease was assigned by the Dayton and Western Railroad Company to the Little Miami and Columbus and Xenia Railroad Companies in the lease of its road to those companies February 4, 1865, and was again transferred to the Pittsburgh, Cincinnati and St. Louis Railway Company in the lease of the Little Miami Railroad Com¬ pany to that company dated February 23, 1870, the Columbus and Xenia Railroad Company having assigned its interest in the lease to the Little Miami Railroad Company in the lease of its road to that company March 18, 1869. The capital stock of the Richmond and Miami Railway Com¬ pany was purchased by the Pennsylvania Company in 1890, and the company was consolidated with the Cincinnati and Richmond Railroad Company and the Cincinnati, Richmond and Chicago Railroad Company under the name of the Cincinnati and Rich¬ mond Railroad Company April 2, 1890. CORPORATE HISTORY. 137 CAPITAL STOCK. The capital stock authorized by the purchasers under the au¬ thority of the general law of March 5, 1859, was $100,000, in shares of $50 each. On April 7, 1863, the board of directors au¬ thorized its increase to $115,000. The agreement of consolidation forming the Cincinnati and Richmond Railroad Company provided that as the stockholders of the Cincinnati and Richmond Railroad Company owned all of the capital stock of the other two companies, all of the capital stock of the new company should be issued to the stockholders of the Cincinnati and Richmond Railroad Company on the basis of the stock owned by them respectively. MORTGAGES AND BONDS. This company had no bonded debt. CINCINNATI, RICHMOND AND CHICAGO RAILROAD COMPANY. 1 The Cincinnati, Richmond and Chicago Railroad Company was formed by reorganization of the Eaton and Hamilton Railroad Company, after the Richmond and Miami Railroad had passed from its control, under the general law of Ohio of April 11, 1861, entitled, “ An act to regulate the sale of railroads and the reor¬ ganization of the same.” In accordance with that act the credi¬ tors and stockholders, at a meeting held April 30, 1866, organized the Cincinnati, Richmond and Chicago Railroad Company, a certificate thereof being executed by the company April 30, 1866, and filed in the office of the secretary of state of Ohio, May 3, 1866. The Eaton and Hamilton Railroad was conveyed by deed dated March 26, 1866, of Jesse B. Stephens, special master commissioner, to Stephen M. Blake, Ezekiel W. McGuire and John L. Minor, trustees, and by them conveyed to the Cincin¬ nati, Richmond and Chicago Railroad Company by deed dated May 1, 1866. Under date of February 18, 1869, the company leased its road to the Cincinnati, Hamilton and Dayton Railroad Company in perpetuity, the lessee agreeing to pay the interest on the bonded debt and pay the surplus earnings to the Cincinnati, Richmond 1 See page 857 . I38 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. and Chicago Railroad Company. This lease included the lease of the Richmond and Miami Railway. An agreement was entered into August 16, 1 1888, between the Cincinnati, Hamilton and Dayton Railroad Company and the Chicago, St. Louis and Pittsburgh Railroad Company for the transfer of $375,500 capital stock of the Cincinnati, Richmond and Chicago Railroad Company owned by the Cincinnati, Ham¬ ilton and Dayton Railroad Company, and the assignment of the lease of the road including the lease of the Richmond and Miami Railway. The lease and capital stock were to be released by the Cincinnati, Hamilton and Dayton Railroad Company from the lien of a mortgage executed by that company January 1, 1887, and until they were so released the Chicago, St. Louis and Pitts¬ burgh Railroad Company were to have temporary control of the road under a sublease which was made part of the agreement, by which they were to pay the Cincinnati, Hamilton and Dayton Railroad Company an annual rental of $17,500 which represented 5 per cent, interest on the capital stock to be transferred. In addition the Chicago, St. Louis and Pittsburgh Railroad Com¬ pany was to pay the interest on the bonded debt, which the Cin¬ cinnati, Hamilton and Dayton Railroad Company agreed to have extended, and the rental due the Richmond and Miami Railway Company under the lease. The Cincinnati, Hamilton and Day- ton Railroad Company granted the perpetual joint use of its tracks between Hamilton and New River Junction. In consideration of the foregoing the Cincinnati, Hamilton and Dayton Railroad Company was to receive $350,000 in cash and the grant of perpetual joint use of the track of the Chicago, St. Louis and Pittsburgh Railroad between Piqua and “ Dayton and and Michigan Junction,” and were relieved from all liability as guarantor of one-fourth of any deficit in the net earnings of the Cincinnati, Richmond and Fort Wayne Railroad Company in meeting the interest on its funded debt under an agreement of June 1, 1871, between the Cincinnati, Hamilton and Dayton Rail¬ road Company, Cincinnati, Richmond and Fort Wayne Railroad Company, Pennsylvania Company and Grand Rapids and In¬ diana Railroad Company. The Chicago, St. Louis and Pittsburgh Railroad Company afterward agreed to receive the stock and lease without their hav¬ ing been released from the lien of the mortgage. Pursuant to a 1 See agreement, page 864. CORPORATE HISTORY. 139 resolution adopted by the board of directors of the Cincinnati, Richmond and Chicago Railroad Company February 4, 1890, and of the board of directors of the Cincinnati, Hamilton and Dayton Railroad December 9, 1889, both companies on February 4, 1890, endorsed upon the lease a cancellation thereof, which was duly recorded in the several counties. The Cincinnati, Richmond and Chicago Railroad Company was consolidated April 2, 1890, with the Richmond and Miami Railway Company and the Cincinnati and Richmond Railroad Company under the name of the Cincinnati and Richmond Rail¬ road Company. CAPITAL STOCK. The capital stock authorized in the certificate of organization was $500,000, in shares of $50 each. There was $382,600 issued. The articles of consolidation provided that as the stockholders of the Cincinnati and Richmond Railroad Company (No. 1) owned all of the capital stock of the other two companies, all of the capital stock of the new company should be issued to them on the basis of the stock owned by them respectively. MORTGAGES AND BONDS. First mortgage, dated May 1, 1866, to Stephen M. Blake, Ezekiel W. McGuire and John L. Minor, trustees, securing $560,- 000 bonds of $1,000 each, dated May 1, 1866, payable July 1, 1895, bearing 7 per cent, interest, all of which were issued. These bonds were issued for the purpose of paying the bonds of the Eaton and Hamilton Railroad Company in accordance with the agreement for the reorganization of that company dated June 1, 1865. The payment of these bonds was assumed by the Cincin¬ nati, Hamilton and Dayton Railroad Company by its lease of the road. This obligation was transferred to the Chicago, St. Louis and Pittsburgh Railroad Company by the agreement of August 16, 1888, and they were all paid at maturity by the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company except one bond outstanding January 1, 1898. Second mortgage, dated March 1, 1869, to Stanley Matthews, trustee, securing $65,000 bonds, of $1,000 each, dated March 1, 1869, payable January 1, 1889, bearing 7 per cent, interest, all of which were issued. These bonds were issued for the purpose of funding the debt due the Cincinnati, Hamilton and Dayton Rail¬ road Company for renewals. They have all been paid. 140 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. CINCINNATI AND RICHMOND RAILROAD COMPANY (No. i). 1 The Cincinnati and Richmond Railroad Company (No. i) filed articles of incorporation dated December 20, 1881, in the office of the secretary of state of Ohio December 22, 1881, under the general law of the state, for the purpose of constructing a railroad from Red Bank Station (now Rendcomb Junction), on the Little Miami Railroad, to a point on the state line between Ohio and Indiana about four miles northwestwardly from the J village of Fair Haven, in Israel township, Preble county, Ohio. The first election for directors was held April 21, 1885, and the organization perfected the same date. The road was opened for operation from Rendcomb Junction to Hamilton June 18, 1888, which is as far as it was built, owing to the purchase of the Cincinnati, Richmond and Chicago Rail¬ road by the Chicago, St. Louis and Pittsburgh Railroad Com¬ pany in the interest of the Cincinnati and Richmond Railroad Company. The board of directors adopted resolutions September 6, 1888, requesting the Chicago, St. Louis and Pittsburgh Railroad Com¬ pany to take possession of the road, furnish rolling stock, and operate it, as agents of the company, and to pay over the net earn¬ ings. The company was consolidated with the Richmond and Miami Railway Company and the Cincinnati, Richmond and Chicago Railroad Company under the name of the Cincinnati and Rich¬ mond Railroad Company, April 2, 1890. CAPITAL STOCK. The capital stock authorized by the articles of incorporation was $2,500,000, in shares of $100 each, of which $640,000 was issued, all of which was owned by the Pennsylvania Company. The articles of consolidation provided that as the stockholders of the Cincinnati and Richmond Railroad Company owned all of the capital stock of the three companies the new consolidated stock should be issued to them. This company had no bonded debt. 1 See page 876. CORPORATE HISTORY. 141 CINCINNATI AND RICHMOND RAILROAD COMPANY (Consolidated). 1 « The Cincinnati and Richmond Railroad Company (consoli¬ dated) was formed by consolidation of the Cincinnati and Rich¬ mond Railroad Company, the Cincinnati, Richmond and Chicago Railroad Company, and the Richmond and Miami Railway Com¬ pany. Articles of consolidation were executed by the directors of the respective companies March 14, 1890, ratified by the stockholders of the Cincinnati and Richmond Railroad Company, and the Cincinnati, Richmond and Chicago Railroad Company March 19, 1890, and by the stockholders of the Richmond and Miami Railway Company March 20, 1890, filed in the office of the secre¬ tary of state of Ohio March 25, 1890, and of Indiana March 26, 1890. The first election for directors was held April 2, 1890, and the organization perfected April 5, 1890. The company was consolidated with the Pittsburgh, Cincin¬ nati and St. Louis Railway Company, Chicago, St. Louis and Pittsburgh Railroad Company and Jeffersonville, Madison and Indianapolis Railroad Company under the name of the Pitts¬ burgh, Cincinnati, Chicago and St. Louis Railway Company Sep¬ tember 18, 1890. CAPITAL STOCK. The capital stock authorized by the articles of consolidation was $1,250,000 in shares of $100 each, of which $1,249,400 was issued, all of which was owned by the Pennsylvania Company. The articles of consolidation forming the Pittsburgh, Cincin¬ nati, Chicago and St. Louis Railway Company provided that in¬ asmuch as the indebtedness of the Cincinnati and Richmond Rail¬ road Company, amounting to $2,508,000, was to be paid in bonds of the new consolidated company, and that sum represented the full value of the Cincinnati and Richmond Railroad, no stock of the new consolidated company should be issued in exchange for the capital stock of the Cincinnati and Richmond Railroad Com¬ pany, but that it should be surrendered and cancelled. The company created no bonded indebtedness. 1 See page 877. 142 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. RICHMOND AND CINCINNATI RAILROAD COMPANY. 1 The Richmond and Cincinnati Railroad Company filed articles of association dated December 12, 1881 in the office of the secre¬ tary of state of Indiana December 15, 1881, under the general law of the state, for the purpose of constructing a railroad from Richmond, Indiana, to a point on the dividing line between Ohio' and Indiana about four miles southeastwardly from the village of Boston, Wayne county, Indiana. The company was organized December 17, 1881, in the inter¬ est of the Pennsylvania Company for the purpose of forming,, together with the Cincinnati and Richmond Railroad Company, a connecting line between Cincinnati and Richmond, but the construction of the road was rendered unnecessary by the acqui¬ sition of the Richmond and Miami Railway. 1 See page 881. PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RAILWAY COMPANY. STEUBENVILLE EXTENSION OF THE PENN¬ SYLVANIA RAILROAD. 1 An Act to Incorporate the Pennsylvania Railroad Company. Approved April 13, 1846. Section 17. That the said company shall not prevent any person or persons, being the owner or owners of land bordering on or adjacent to said railroad, from making lateral railroads, and connecting the same with the railroad of the company, for the purpose of transporting thereon their produce or other material, being the products of said land: the said connections being made at the expense of the person or persons wishing the same, and according to the directions and subject to the approval of the directors of said company, or their authorized agent; and it shall be lawful for the said company, in the manner and subject to the conditions and provisions hereinbefore provided in relation to the main line of their railroad, by this act authorized to be made, to make such lateral railroads or branches, leading from the main line of their said railroad to such convenient place or points, in either of the counties into or through which the said main line of their road may pass, as the president and directors may deem advantageous and suited to promote the convenience of the inhabitants thereof and the interests of said company. Pennsylvania Laws, 1846, p. 312. A Further Supplement to an Act to Incorporate the Pennsyl¬ vania Railroad Company, Approved the Thirteenth Day of April, Anno Domini One Thousand Eight Hundred and Forty- six. Approved April 23, 1864. Section 1. That so much of the charter of the Pennsylvania Railroad Company as forbids the location and construction of the route of their railroad through a place of public worship, without the consent of the owner or owners thereof, shall not prevent said company from passing under any place of public worship, with their tracks, by means of a tunnel, in constructing a branch railroad through the city of Pittsburgh, from their main tracks, to connect with the railroad of the Western Transportation Company, on the south side of the Monongahela river, in the county of Allegheny; provided, however, that the said Pennsyl¬ vania Railroad Company, in passing under any place of public worship, 1 See page i. This connecting piece of track is not a corporate part of the Pittsburgh, Cincin¬ nati, Chicago and St. Louis Railway Company; it is put here only because of its geographical location. 144 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. as aforesaid, shall be subject to the same conditions and provisions of their said charter, as to the giving of bond and the assessment and pay¬ ment of damages resulting from the construction of said branch road, as prescribe the mode of assessing damages for the construction of the main line of the said railroad; provided, that the viewers appointed to assess damages, in any case provided for by this act, shall be resident free¬ holders in the city of Pittsburgh; and if, in their opinion, any such place of public worship shall be so damaged by the construction of said tunnel, as to render it unsafe to occupy the same for the purposes intended, then the said viewers shall assess the damages at the full cash value of the buildings and lot so occupied. Pennsylvania Laws, 1864, p. 535. PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RAILWAY COMPANY. 1 AGREEMENT OE CONSOLIDATION Of The Pittsburgh, Cincinnati and St. Louis Railway Company, Chicago, St. Louis and Pittsburgh Railroad Company, The Cincinnati and Richmond Railroad Company, and Jefferson¬ ville, Madison and Indianapolis Railroad Company under the Name of the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company. Whereas, The Pittsburgh, Cincinnati and St. Louis Railway Company is a corporation duly created and organized under the laws of Pennsyl¬ vania, West Virginia and Ohio, and is the owner of a railroad con¬ structed and in operation between its eastern terminus, in Pittsburgh, Pennsylvania, and its western terminus, in Columbus, Ohio; and is also the owner of a branch railroad, constructed and to be constructed from McDonald’s station, on its main line, in Washington county, Pennsyl¬ vania, to Bridgeville, in Allegheny county, Pennsylvania; also, of a branch railroad constructed and in operation from New Cumberland Junction, on its main line, to New Cumberland, in Hancock county, West Virginia; also, of a branch railroad constructed and in operation from Cadiz Junction, on its main line, to Cadiz, in Harrison county, Ohio; and Whereas, Chicago, St. Louis and Pittsburgh Railroad Company is a corporation duly created and organized under the laws of Indiana and Illinois, and is the owner of a railroad constructed and in operation from its eastern terminus, in Columbus, Ohio, to its western terminus, in Indianapolis, Indiana; also, of a railroad constructed and in operation from Bradford Junction, Ohio, to Chicago, Illinois; also of a railroad constructed and in operation from Richmond, Indiana, to Anoka Junc¬ tion, Indiana; also, of a railroad constructed and in operation from Logansport, Indiana, to a point on the state line between Newton county, Indiana, and Iroquois county, Illinois; and Whereas, The Cincinnati and Richmond Railroad Company is a cor- 1 See page 2 . CORPORATE HISTORY. 145 poration duly created and organized under the laws of Ohio and In¬ diana, and is the owner of a railroad constructed and in operation be¬ tween its southern terminus at Rendcomb Junction, in Hamilton county, Ohio, and its northern terminus in Richmond, Indiana; also, of a branch railroad constructed and in operation from a point on its main line in Indiana, eastward a distance of about two miles, to the state line between Ohio and Indiana; and Whereas, Jeffersonville, Madison and Indianapolis Railroad Company is a corporation duly created and organized under the laws of Indiana, and is the owner of a railroad constructed and in operation between its southern terminus at Jeffersonville, Indiana, and its northern terminus at Indianapolis, Indiana; also, of a railroad constructed and in operation between Columbus, Indiana, on its main line, and Madison, on the Ohio river; also, of another railroad constructed and in operation between Columbus, on its main line, and Cambridge City, Indiana; also, of another railroad constructed and in operation between Jeffersonville and New Albany, Indiana; and Whereas, The railroad of the Pittsburgh, Cincinnati and St. Louis Railway Company intersects, joins and unites at Columbus, Ohio, with the railroad of Chicago, St. Louis and Pittsburgh Railroad Company by means of the tracks and property of the Columbus Union Depot Company (each of said companies having the right to use said Union Depot Company tracks and property) in such manner as to form with each other a continuous line of railroad for the passage of cars, without break of bulk or necessity for exchange or transfer of freight or pas¬ sengers; and Whereas, The railroad of the Cincinnati and Richmond Railroad Com¬ pany intersects, joins and unites at Richmond, Indiana, with the railroad of the Chicago, St. Louis and Pittsburgh Railroad Company in such manner as to form with each other a continuous line of railroad for the passage of cars; and Whereas, The railroad of Jeffersonville, Madison and Indianapolis Railroad Company intersects, joins and unites at Cambridge City, In¬ diana, with the railroad of Chicago, St. Louis and Pittsburgh Railroad Company in such manner as to form with 6ach other a continuous line of railroad for the passage of cars; and Whereas, Neither of the railroads hereinbefore described is a parallel or competing line with any other of said described railroads, but the same are all so constructed and united as to form with each other con¬ tinuous lines for the passage of cars; and Whereas, The interests of the said several companies will be promoted, and their ability to perform their duty to the public as common carriers will be increased by a merger and consolidation of the capital stock, franchises, railroads and properties of said four several companies into one new consolidated company; and Whereas, Such merger and consolidation is authorized by the general and special laws of the several states in which said railroads are respec¬ tively situated, and from which they respectively derive corporate powers; Therefore, The directors of said several companies, acting in pursuance 10 I46 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. • of resolutions duly adopted by them respectively, and subject to ratifica¬ tion by the stockholders of said several companies, as required by law,, do hereby enter into the following joint agreement in respect to such merger and consolidation: First. The capital stock, franchises, railroads and estates, real, per¬ sonal and mixed, of said the Pittsburgh, Cincinnati and St. Louis Rail¬ way Company, said Chicago, St. Louis and Pittsburgh Railroad Com¬ pany, said the Cincinnati and Richmond Railroad Company, and said Jeffersonville, Madison and Indianapolis Railroad Company, shall be, and they are hereby united, merged and consolidated, to be hereafter known, owned and controlled as and by one railroad company. Second. The name of said company shall be The Pittsburgh, Cincin¬ nati, Chicago and St. Louis Railway Company. Third. The directors of said company shall be thirteen in number,, and the officers shall consist of a president, three vice-presidents, a secretary and a treasurer. The following are the names and places of residence of the first directors of said company: George B. Roberts, Philadelphia, Pa.; J. N. Du Barry, Philadelphia, Pa.; John P. Green, Philadelphia, Pa.; Thomas D. 'Messier, Pittsburgh, Pa.; William L. Scott, Erie, Pa.; Alfred L. Dennis, Newark, N. J.; Frank Thomson, Philadelphia, Pa.; W. A. Pat¬ ton, Philadelphia, Pa.; J. N. McCullough, Pittsburgh, Pa.; James Mc- Crea, Pittsburgh, Pa.; Robert Slierrard, Steubenville, O.; George Wil¬ lard, Chicago, Ill.; Samuel O. Pickens, Indianapolis, Ind. The following are the names and places of residence of the first officers- of said company: George B. Roberts, president, Philadelphia, Pa.; J. N.. McCullough, first vice-president, Pittsburgh, Pa.; James McCrea, second vice-president, Pittsburgh, Pa.; Thomas D. Messier, third vice-president,. Pittsburgh, Pa.; S. B. Liggett, secretary, Pittsburgh, Pa.; John E. Dav¬ idson, treasurer, Pittsburgh, Pa. Fourth. The annual meeting of stockholders shall be held at the prin¬ cipal office of the company, on the second Tuesday of April each year, at which time the directors shall be elected by ballot, and the officers shall be chosen by the directors as soon thereafter as possible; but the time and place of holding the annual meeting may be changed from time to time by the stockholders at any regular annual meeting thereof. Fifth. The capital stock of said company shall be $75,000,000, con¬ sisting of 750,000 shares of the par value of $100 each, and the same shall be divided into preferred and common stock as follows: 300,000 shares of preferred stock of the par value of $100 each. $30,000,000 450,000 shares of common stock of the par value of $100 each. 45,000,000 Sixth. The net earnings of the company, as the same may be found and declared by the board of directors, but not otherwise, shall be applied to the payment of dividends each year on the preferred and common stock, as follows: 1. On the preferred stock at the rate of 4 per cent, per annum, pay¬ able semi-annually in July and January, or so much thereof as may be earned and declared as aforesaid; but if in any one year there shall be no¬ net earnings found and declared as aforesaid applicable to the payment CORPORATE HISTORY. 147 of dividends on said preferred stock, the obligation to pay dividends in such year shall not exist, nor shall such unpaid dividend be cumulative. 2. After payment of 4 per cent, per annum as aforesaid on the pre¬ ferred stock, 3 per cent, per annum shall be paid on the common stock. 3. After payment of 3 per cent, per annum as aforesaid on the common stock, 1 per cent, additional shall be paid on the preferred stock. 4. After payment of said additional 1 per cent, on the preferred stock, 2 per cent, additional shall be paid on the common stock. 5. After payment of said additional 2 per cent, on the common stock, all net earnings found and declared as aforesaid, or so much thereof as the directors shall deem proper, shall be paid in equal percentages on all outstanding common and preferred stock of the company. Seventh. The capital stock of the new company shall be issued in exchange for the outstanding capital stock of the constituent companies on the following basis: 1. To the holders of the first preferred stock of the Pittsburgh, Cincinnati and St. Louis Railway Company, one share of preferred stock of the new company for two shares of the old, say. 2. To the holders of the second preferred stock of the Pittsburgh, Cincinnati and St. Louis Railway Company, one share of preferred stock of the new company for two shares of the old, say. 3. To the holders of the common stock of the Pitts¬ burgh, Cincinnati and St. Louis Railway Company, one share of preferred stock of the new company for two shares of the old, say. 4. To the holders of the preferred stock of Chicago, St. Louis and Pittsburgh Railroad Company, $66.66 of the preferred stock of the new company for each $100 of said Chicago, St. Louis and Pittsburgh preferred stock, say.... (And in addition thereto common stock as hereinafter provided.) 5. Inasmuch as the present indebtedness of the Cincin¬ nati and Richmond Railroad Company, to wit, $2,508,000, is to be paid in bonds of the new consolidated company, and said sum represents the full value of said Cincinnati and Richmond Railroad, it is agreed that no stock of the new consolidated company shall be issued in exchange for the existing stock of said Cincinnati and Richmond Rail¬ road Company, but said last named stock shall be surren¬ dered and cancelled. 6. To the holders of the stock of Jeffersonville, Madison and Indianapolis Railroad Company $50 of the preferred stock of the new company for each $100 of said Jefferson¬ ville, Madison and Indianapolis stock, amount. (And in addition thereto common stock as hereinafter provided.) Total preferred stock of the new company authorized to- be issued as aforesaid, say. $ 2,929,200.00 3,000,000.00 2,508,000.00 11,686,562.50 1,000,000.00 $21,123,762.50 I48 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. The remainder of the authorized preferred stock of the new company shall be issued by the directors from time to time for improvement of the company’s property, the pur¬ chase and construction of additional railways, and for other lawful purposes, say. $8,876,237.50 Total. $30,000,000.00 7. To the holders of the preferred stock of Chicago, St. Louis and Pittsburgh Railroad Company (in addition to the $66.66 of preferred stock hereinbefore authorized to be issued to such preferred stockholders) $33.34 of the com¬ mon stock of the new company for each $100 of preferred stock of said Chicago, St. Louis and Pittsburgh Railroad Company, say . $ 5,843,281.25 8. To the holders of the common stock of Chicago, St. Louis and Pittsburgh Railroad Company, common stock of the new company, par for par. 9,105.901.12 9. To the holders of the stock of Jeffersonville, Madison and Indianapolis Railroad Company (in addition to the $50 preferred stock of the new company hereinbefore au¬ thorized to be paid to such stockholders), $50 of the com¬ mon stock of the new company for each $100 of said stock of Jeffersonville, Madison and Indianapolis Rail¬ road Company, amount . 1,000,000.00 10. In payment of accumulated and unpaid dividends on first preferred stock of the Pittsburgh, Cincinnati and St. Louis Railway Company to the holders thereof, par for par, say . 4.600,000.00 Total common stock authorized to be issued as above, say . $20,549,182.37 The remainder of the authorized common stock of the new company shall be issued by the directors from time to time, for improvement of the company’s property, the purchase and construction of additional railways, and for other lawful purposes, say . 24,450,817.63 Total. $45,000,000.00 Eighth. The funded debt of the new company shall consist of an authorized issue of 75,000 bonds, of $1000 each, $75,000,000. The interest on said bonds shall be fixed from time to time, as different series thereof may be issued under authority of the board of directors, and the same, or the proceeds thereof, shall be applied to the following purposes: 1. To pay the present mortgage debt of the Pittsburgh, Cincinnati and St. Louis Railway Company. $12,617,000.00 2. To pay accrued and unpaid interest on second mort¬ gage bonds of the Pittsburgh, Cincinnati and St. Louis Railway Company . 1,315,000.00 CORPORATE HISTORY. 149 3. To pay the present mortgage debt of Chicago, St. Louis and Pittsburgh Railroad Company. 4. To pay matured and unpaid coupons of Chicago, St. Louis and Pittsburgh Railroad Company . 5. To pay the present mortgage debt of Jeffersonville, Madison and Indianapolis Railroad Company. 6. To pay the mortgage and other indebtedness of the Cincinnati and Richmond Railroad Company. $19,584,300.00 1,169,688.00 4,531,000.00 2,508,000.00 Total amount to be reserved for indebtedness as above described . $41,724,988.00 Balance to be issued from time to time for improvement of the company’s property, the purchase and construction of additional railways, and for other lawful purposes, say.. 33,275,012.00 Total. $75,000,000.00 Ninth. Authority is hereby given to the directors of the consolidated company hereby created, to execute, record and deliver the mortgage or deed of trust of said consolidated company, to secure the payment of the principal and interest of said bonds conveying the railroads, estates, real, personal and mixed, acquired and to be acquired; also, the income and franchises of said company, including the franchise to be a corpora¬ tion; also, to execute and negotiate said bonds from time to time for the purposes hereinbefore stated; said bonds and mortgage or deed of trust to be in such form as said directors may determine. Tenth. The principal office of said company shall be in Pittsburgh, Pa. There shall be general offices of said company in Wheeling, West Virginia, Columbus, Ohio, Indianapolis, Indiana, and Chicago, Illinois. In testimony whereof, said companies have caused this agreement to be executed and their several corporate seals to be hereto affixed, and in confirmation thereof a majority of the directors of each of said com¬ panies have hereunto set their signatures this 10th day of June, in the year 1890. The Pittsburgh, Cincinnati and St. Louis Railway Company, [seal] By G. B. ROBERTS, President. Attest: S. B. LIGGETT, Secretary. G. B. ROBERTS, J. N. McCULLOUGH, THOS. D. MESSLER, JAMES McCREA, H. H. HOUSTON, WISTAR MORRIS, J. N. DU BARRY, FRANK THOMSON, W. H. BARNES, R. SHERRARD, Jr., GEO. W. McCOOK, JNO. P. GREEN, HENRY D. WELSH, Directors. Chicago, St. Louis and Pittsburgh Railroad Company, By G. B. ROBERTS, President. [seal] 150 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Attest: S. B. LIGGETT, Secretary. G. B. ROBERTS, THOS. D. MESSLER, WILLIAM L SCOTT, J. N. DU BARRY, W. H. BARNES, j. n. McCullough, JAMES McCREA, A. L. DENNIS, JNO. P. GREEN, Directors. [seal] The Cincinnati and Richmond Railroad Company, By THOS. D. MESSLER, President. Attest: S. B. LIGGETT, Secretary. j. n. McCullough, JAMES McCREA, JAMES E. NEAL, JNO. F. MILLER, THOS. D. MESSLER, J. T. BROOKS, D. S. GRAY, Directors. Jefersonville, Madison and Indianapolis Railroad Company, [seal] By G. B. ROBERTS, President. Attest: S. B. LIGGETT, Secretary. j. n. McCullough, JNO. P. GREEN, S. C. TAGGART, WALTER IRWIN, J. L. BRADLEY, F. M. SWOPE, THOS. D. MESSLER, W. H. BARNES, JAMES McCREA, N. T. DE PAUW, JOS. I. IRWIN, C. H. GIBSON, Directors. I, S. B. Liggett, secretary of the Pittsburgh, Cincinnati and St. Louis Railway Company, do hereby certify that the execution of the foregoing agreement of consolidation on the part of said the Pittsburgh, Cincin¬ nati and St. Louis Railway Company, was authorized by resolution duly entered on their minutes by the directors of said company, at a meeting thereof duly called, said meeting having been held on Wednesday, the 4th day of June, A. D. 1890;' also, that said agreement was submitted to the stockholders of said the Pittsburgh, Cincinnati and St. Louis Railway Company at a meeting thereof (separate from the meeting of the stockholders of either Chicago, St. Louis and Pittsburgh Railroad Company, the Cincinnati and Richmond Railroad Company, or Jefferson¬ ville, Madison and Indianapolis Railroad Company) called for the pur¬ pose of taking the same into consideration, at the city of Columbus, Ohio (the principal office of said company being in said city) on Tues¬ day, the 19th day of August, A. D. 1890; due notice of the time, place and object of said meeting having been given by printed notice ad¬ dressed to each stockholder whose name is registered on the books of the company, or whose post office address is known, and sent by mail to such post office address; said notice was also published once a week in consecutive weeks for more than sixty days prior to said meeting, in a newspaper of general circulation, published in the city where the prin- CORPORATE HISTORY. 151 cipal office of said company is situated; also in another newspaper of general circulation, published in the city of Pittsburgh, Pa., where the general office of said company is situated; also in two other newspapers published in the vicinity of the Pittsburgh, Cincinnati and St. Louis Railway in the counties in West Virginia wherein said railway is situated; that at said stockholders’ meeting said agreement was considered and a vote by ballot taken for the adoption or rejection of the same; that *45,573 votes, representing 145,573 shares of stock, were cast on the question of adoption or rejection at said meeting, either in person or by proxy, of which 138,025 votes were cast in favor of the adoption and ratification of said agreement, and 7548 votes were cast against the same. I also further certify, that the votes cast as aforesaid at said meeting, in favor of the adoption and ratification of said agreement, constitute more than two-thirds in amount of all the outstanding capital stock of said the Pittsburgh, Cincinnati and St. Louis Railway Company. '[seal] Attest: S. B. LIGGETT, Secretary of the Pittsburgh, Cincinnati and St. Louis Railway Company. I, S. B. Liggett, secretary of Chicago, St. Louis and Pittsburgh Rail¬ road Company, do hereby certify that the execution of the foregoing agreement of consolidation on the part of said Chicago, St. Louis and Pittsburgh Railroad Company, was authorized by resolution duly en¬ tered on their minutes by the directors of said company, at a meeting thereof duly called, said meeting having been held on Wednesday, the 4th day of June, A. D. 1890; also, that said agreement was submitted to the stockholders of said Chicago, St. Louis and Pittsburgh Railroad Company at a meeting thereof (separate from the meeting of the stock¬ holders of either the Pittsburgh, Cincinnati and St. Louis Railway Com¬ pany, the Cincinnati and Richmond Railroad Company, or Jefferson¬ ville, Madison and Indianapolis Railroad Company), called for the pur¬ pose of taking the same into consideration, at the city of Indianapolis, Indiana (the principal office of said company being in said city), on Wednesday, the 20th day of August, A. D. 1890; due notice of the time, place and object of said meeting having been given by printed notice addressed to each stockholder whose name is registered on the books of the company, or whose post office address is known, and sent by mail, postage prepaid, to such post office address, more than sixty days previous to said meeting: said notice was also published for more than sixty days previous to said meeting, in a newspaper published and of general circulation in the city of Indianapolis (the principal office of said company being located in said city); said notice was also published for more than sixty days previous to said meeting in a newspaper pub¬ lished and of general circulation in each county in the state of Indiana in which any'portion of said Chicago, St. Louis and Pittsburgh Rail¬ road is situated, and in which any stockholder in said company resides; said notice was also published for more than sixty days, and for nine successive weeks previous to said meeting, in a newspaper published and of general circulation in Cook county, Illinois, said county being the only county in said state in which said Chicago, St. Louis and Pitts- 152 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. burgh Railroad is situated—the principal office of said company for said state being also situated in said county; that at said stockholders’ meeting said agreement was considered and a vote by ballot taken for the adop¬ tion or rejection of the same; that 185,975 votes, representing 185,975 shares of stock, were cast on the question of adoption or rejection at said meeting, either in person or by proxy, of which votes 185,288 were cast in favor of the adoption and ratification of said agreement, and 687 votes were cast against the same. I also further certify, that the votes cast as aforesaid at said meeting, in favor of the adoption and ratification of said agreement, constitute more than two-thirds in amount of all the outstanding capital stock of said Chicago, St. Louis and Pittsburgh Railroad Company. [seal] Attest: S. B. LIGGETT, Secretary of Chicago, St. Louis and Pittsburgh Railroad Company. I, S. B. Liggett, secretary of the Cincinnati and Richmond Railroad Company, do hereby certify that the execution of the foregoing agree¬ ment of consolidation on the part of said the Cincinnati and Richmond Railroad Company, was authorized by resolution duly entered on their minutes by the directors of said company, at a meeting thereof duly called, said meeting having been held on the sixth day of June, 1890; also, that said agreement was submitted to the stockholders of said the Cincinnati and Richmond Railroad Company at a meeting thereof (sepa¬ rate from the meeting of the stockholders of either the Pittsburgh, Cin¬ cinnati and St. Louis Railway Company, Chicago, St. Louis and Pitts¬ burgh Railroad Company, or Jeffersonville, Madison and Indianapolis Railroad Company) called for the purpose of taking the same into con¬ sideration, at the city of Hamilton, Ohio (the principal office of said company being in said city), on Tuesday, the 19th day of August, A. D. 1890; due notice of the time, place and object of said meeting having been given by printed notice addressed to each stockholder whose name is registered on the books of the company, or whose post office address is known, and sent by mail, postage prepaid, to such post office address more than sixty days previous to said meeting; said notice was also published for more than sixty days previous to said meeting in a news¬ paper published and of general circulation in the city of Hamilton; said notice was also published for more than sixty days previous to said meeting in a newspaper published and of general circulation in each county in the state of Indiana in which any portion of said the Cincinnati and Richmond Railroad is situated, and in which any stock¬ holder in said company resides; that at said stockholders’ meeting said agreement was considered and a vote by ballot taken for the adoption or rejection of the same; that 12,494 votes, representing 12,494 shares of stock, were cast on the question of adoption or rejection at said meet¬ ing, either in person or by proxy, of which votes 12,494 were cast in favor of the adoption and ratification of said agreement, and no votes were cast against the same. I also further certify, that the votes cast as aforesaid at said meeting, in favor of the adoption and ratification of said agreement, constitute CORPORATE HISTORY. *53 more than two-thirds in amount of all the outstanding capital stock of said the Cincinnati and Richmond Railroad Company. [seal] Attest: S. B. LIGGETT, Secretary of the Cincinnati and Richmond Railroad Company. I, S. B. Liggett, secretary of Jeffersonville, Madison and Indianapolis Railroad Company, do hereby certify that the execution of the foregoing agreement of consolidation on the part of said Jeffersonville, Madison and Indianapolis Railroad Company, was authorized by resolution duly entered on their minutes by the directors of said company, at a meeting thereof duly called, said meeting having been held on Tuesday, the ioth day of June, 1890; also, that said agreement was submitted to the stock¬ holders of said Jeffersonville, Madison and Indianapolis Railroad Com¬ pany, at a meeting thereof (separate from the meeting of the stockholders of either the Pittsburgh, Cincinnati and St. Louis Railway Company, Chicago, St. Louis and Pittsburgh Railroad Company, or the Cincinnati and Richmond Railroad Company), called for the purpose of taking the same into consideration, at the city of Jeffersonville, Indiana (the prin¬ cipal office of said company being in said city), on Wednesday, the 20th day of August, 1890, due notice of the time, place and object of said meeting having been given by printed notice addressed to each stock¬ holder whose name is registered on the books of the company, or whose post office address is known, and sent by mail to such post office address; said notice was also published for more than thirty days previous to said meeting in a newspaper published and of general circulation in the city of Jeffersonville (the principal office of said company being located in said city); said notice was also published for more than thirty days previous to said meeting in a newspaper published and of general cir¬ culation in each county in the state of Indiana in which any portion of said Jeffersonville, Madison and Indianapolis Railroad is situated, and in which any stockholder in said company resides; that at said stock¬ holders’ meeting said agreement was considered, and a vote by ballot taken for the adoption or rejection of the same; that 19.808 votes, repre¬ senting 19,808 shares of stock, were cast on the question of adoption or rejection at said meeting, either in person or by proxy, of which 19,808 votes were cast in favor of the adoption and ratification of said agree¬ ment, and no votes were cast against the same. I also further certify, that the votes cast as aforesaid at said meeting, in favor of the adoption and ratification of said agreement, constitute more than two-thirds in amount of all the outstanding capital stock of said Jeffersonville, Madison and Indianapolis Railroad Company. [seal] Attest: S. B. LIGGETT, Secretary of Jeffersonville, Madison and Indianapolis Railroad Company. Filed in the office of the secretary of state of Pennsylvania, August 29, 1890; Ohio, August 28, 1890; West Virginia, August 26, 1890; Indiana. August 25, 1890; Illinois, August 25, 1890. 154 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. CONSOLIDATED MORTGAGE, Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company to the Farmers’ Loan and Trust Company of New York and W. N. Jackson, Trustees. Dated October i, 1890. Securing $75,000,000 bonds. This indenture, made this first day of October, in the year one thou¬ sand eight hundred and ninety, between the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company, hereinafter called the railway company, as first party, and the Farmers’ Loan and Trust Company, of New York, and William N. Jackson, of Indianapolis, Indiana, hereinafter called the trustee, as second party; bears witness: Whereas, The first party is a railroad company duly created and organized under the laws of Pennsylvania, West Virginia, Ohio, Indiana and Illinois, lately formed by consolidation of the following named companies: the Pittsburgh, Cincinnati and St. Louis Railway Company; Chicago, St. Louis and Pittsburgh Railroad Company; the Cincinnati and Richmond Railroad Company; and Jeffersonville, Madison and In¬ dianapolis Railroad Company; and Whereas, It was provided in the articles of agreement under which said consolidation was effected, that, for the purpose of providing means wherewith to pay certain prior sectional bonds which are outstanding, and which are a lien upon various portions of the railroad of said con¬ solidated railroad company; also, for the payment of certain other indebt¬ edness of one or more of the constituent companies, parties to said agreement of consolidation, and for the further purpose of the purchase and construction of additional railways, and for other lawful purposes, said consolidated company should create an issue of bonds to the amount of seventy-five million dollars, the same to be issued in such form and from time to time, in different series at such rate of interest as the directors of said company shall determine; and, further, that the pay¬ ment of the principal and interest of said bonds should be secured by a mortgage or deed of trust of said consolidated company, covering all the railroads, estates real, personal and mixed, acquired and to be acquired; also, all the franchises of said corporation, including the franchise to be a corporation; and Whereas, Said articles of consolidation, expressing among other things, authority and direction to the directors of said consolidated company to execute said bonds and mortgage, were ratified and confirmed by the requisite number of stockholders of said several constituent companies and in all respects according to the law of the several states above men¬ tioned, wherein any portion of the property of said consolidated railroad company is situated; and Whereas, Pursuant to the authority and direction contained in said agreement of consolidation, ratified and confirmed by the stockholders as aforesaid, at a meeting held on the eighteenth day of September, in the year one thousand eight hundred and ninety, the directors of said CORPORATE HISTORY. 155 consolidated company did authorize and direct the execution of this mortgage, and the creation and issue of the bonds to be secured thereby, the different series of said bonds to be issued at different dates from time to time and to be designated by different letters of the alphabet the same to be substantially in the following form: The Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company. United States of America. No. - $1000. States of Pennsylvania, West Virginia, Ohio, Indiana and Illinois. Consolidated Mortgage Bond. Loan of $75,000,000. Series $ (authorized by resolution of directors of said company of date ). The Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company acknowledges itself indebted to the bearer in the sum of one thousand dollars ($1000) gold coin of the United States of America, which sum said company promises to pay at its agency in the city of New York on the first day of in the year with interest thereon in like gold coin at the rate of per cent, per annum, payable semi-annually, at said agency on the first days of and in each year, on presentation and surrender of the respective coupons hereto annexed, as the same become due. This bond is one of an entire issue of seventy-five thousand bonds of ■one thousand dollars each, numbered consecutively from one to seventy- five thousand, inclusive, a total of seventy-five million dollars, all of like tenor and amount, except that the same may be issued in different series on different dates and the different series thereof are designated by different letters of the alphabet and may bear different rates of interest, payable at different semi-annual periods. This bond is also one of series of said issue, which consists of bonds num¬ bered consecutively from No. to No. , inclusive, amounting in the aggregate to $ . The payment of the principal of all said seventy-five thousand bonds, with interest as afore¬ said, is secured by a certain mortgage or deed of trust of said company, bearing date October 1st, 1890, and conveying all its railways, estates real, personal and mixed, acquired and to be acquired; also, all its fran¬ chises, including the franchise to be a corporation, more particularly described in said mortgage or deed of trust to the Farmers’ Loan and Trust Company, of New York, and William N. Jackson, trustee, and duly recorded in the office of the recorder of deeds of the several counties in the states of Pennsylvania, West Virginia, Ohio, Indiana and Illinois, wherein said railways are located and in which the property covered by said mortgage is situated. The creation and issue of said bonds and mortgage have been duly authorized by corporate action taken in pursuance of the laws of the several states in which any portion of the railways of said company is situated. 156 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. This bond is further secured by a sinking fund provided for the pay¬ ment of the same in manner set forth in said mortgage, and the principal and interest thereof are payable without deduction for any tax which may be imposed thereon either by the laws of the United States of America, or of the states of Pennsylvania, West Virginia, Ohio, Indiana or Illinois, which the said railway company may be required to retain therefrom. And it is hereby agreed between said company and the holder of this bond that no recourse shall be had for the payment of principal or interest thereof to any stockholder of said company by reason of any law of either of the states above named, the liability of such stockholder therefor being hereby expressly waived; and that in case of any default in the payment of the principal or interest hereof the said company hereby waives the benefit of any extension, stay or appraisement laws that may be then in force. Bonds of this issue to the amount of thirty-seven million one hundred and ninety thousand dollars ($37,190,000) are reserved and held by said railway company for the purpose of paying certain prior sectional bonds fully set forth in said mortgage or deed of trust, which bonds being so paid, the mortgage securing this bond will become the first lien on the property mentioned therein. This bond shall not become valid until the certificate authenticating the same, which is endorsed hereon, shall be signed by said Farmers’" Loan and Trust Company, one of the parties forming the trustee under said mortgage. And the same shall pass by delivery unless registered on the books of the company, but after registration of ownership certified hereon, no transfer thereof except on the books of the company shall be valid, unless the last registration shall have been to bearer, and trans¬ ferability by delivery thereby restored, and this bond shall continue subject to successive registrations and transfers to bearer at the option of the holder. In witness whereof, the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company has caused this bond to be executed by its vice- president, and its corporate seal to be hereto affixed, attested by its secretary, the first day of October, in the year one thousand eight hun¬ dred and ninety. The Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company, By-, Vice-President. Attest: -, Secretary. trustee’s certificate We hereby certify that the within bond is one of the issue secured by the mortgage herein mentioned. The Farmers’ Loan and Trust Company, Trustee, By-, President. CORPORATE HISTORY. 157 COUPON. The Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company will pay to the bearer, on the first day of dollars, in gold coin of the United States of America, at its agency, in the city of New York, being six months’ interest on bond No. -, Treasurer. Now, therefore, the first party, in pursuance of lawful action taken by its directors and stockholders, as aforesaid, as fully appears in the proper records of the first party, and for and in consideration of the premises, and in further consideration of the sum of one dollar ($1), in hand paid by the second party, receipt whereof is hereby acknowledged, and especi¬ ally in order to secure the payment of the principal and interest of said seventy-five thousand bonds, according to the tenor thereof, and without preference, priority or distinction, as to any of them, and without regard to the time when said bonds or any of them shall be issued, has granted, bargained, sold, transferred and conveyed, and does hereby grant, bar¬ gain, sell, transfer and convey unto the second party, as joint tenants and not as tenants in common, and to the survivor of them, their suc¬ cessors and assigns, the following railways, heretofore known as the Pittsburgh, Cincinnati and St. Louis Railway, the Chicago, St. Louis and Pittsburgh Railroad, the Cincinnati and Richmond Railroad, the Jeffersonville, Madison and Indianapolis Railroad, said several railways being now merged into one, and known as the Pittsburgh, Cincinnati, Chicago and St. Louis Railway, and more particularly described as follows: Beginning in south Pittsburgh, in the county of Allegheny, state of Pennsylvania, on the east side of the Washington turnpike at the west end of the Steubenville extension of the Pennsylvania Railroad, and connecting therewith and extending through the counties of Allegheny and .Washington in Pennsylvania; including herein the branch about nine miles long situated in Allegheny and Washington counties, known as the Bridgeville and McDonald Branch; also through the counties of Brooke and Hancock, in West Virginia, including herein the New Cum¬ berland Branch, situated in Hancock county, and extending from the junction on the main line to New Cumberland, a distance of about ten miles; thence across the Ohio river, including the bridge and railroad thereon, and by means of which said railroad extends across said river into the state of Ohio; thence in the state of Ohio, through the counties of Jefferson, Harrison, Tuscarawas, Coshocton and Muskingum to the city of Newark, in Licking county; and an undivided one-half interest in the continuation of said railway from Newark to Columbus; the other undivided one-half interest therein being owned by the Central Ohio Railroad Company, as reorganized; including herein the Cadiz Branch situated in Harrison county, extending from the junction on the main line to Cadiz, a distance of about seven miles; also, from Columbus, Franklin county, Ohio, through the counties of Franklin, Madison, Union, Champaign, Miami, Darke and Preble, to a point on the state I58 PITTSBURGH, CINCINNATI, CHICAGO AND ,ST. LOUIS RY. CO. line between Ohio and Indiana near New Paris, in the direction of Rich¬ mond, Indiana; also, from Bradford Junction, a point on the main line in Miami county, Ohio, in a northwesterly direction, through the coun¬ ties of Miami and Darke, to Union City, a point on the state line between Ohio and Indiana; also, from said point on the state line between Ohio and Indiana, near New Paris, as aforesaid, through the counties of Wayne, Henry, Rush, Hancock, and to the city of Indianapolis, in Marion county, in the state of Indiana; also, from said Union City on the state line between Ohio and Indiana, in a northwesterly direction, across the state of Indiana, through the counties of Randolph, Jay, Blackford, Grant, Miami, Cass, Pulaski, Starke, Porter and Lake to the state line between Indiana and Illinois; thence across the state line into the state of Illinois and through the county of Cook to the city of Chicago; also, from Richmond, Indiana, in a northwesterly direction, through the counties of Wayne, Henry, Madison, Tipton, Howard and Cass to the city of Logansport; thence westwardly from the city of Logansport through the counties of Cass, White, Jasper and Newton to a point on the state line between Indiana and Illinois; including, herein the right of way and tracks designated as the Kokomo Belt Rail¬ road in Howard county; also, from Rendcomb Junction in Hamilton county, Ohio, on the line of the Little Miami Railroad, in a north¬ westerly direction through the counties of Hamilton, Butler and Preble to the state line between Ohio and Indiana; thence across said state line to the city of Richmond, Indiana; including herein a branch of what was formerly known as the Richmond and Miami Railroad—and more recently, the Cincinnati and Richmond Railroad, beginning at the junc¬ tion point in the state of Indiana, on the main line of what was formerly the Richmond and Miami Railroad, a distance of about two miles east of Richmond; extending thence easterly a distance of about two miles to the junction with the Dayton and Western Railroad on the state line between Indiana and Ohio; also from the city of Indianapolis, in Marion county, in a southerly direction through the counties of Marion, Johnson, Bartholomew, Jackson, Scott and Clark to the city of Jeffersonville, on the Ohio river; also, from Columbus, Bartholomew county, Indiana, in a southeasterly direction, through the counties of Bartholomew, Jennings and Jefferson to the city of Madison, on the Ohio river; also, from said Columbus, Indiana, in a northeasterly direction, through the coun¬ ties of Bartholomew, Shelby, Rush, Fayette and Wayne to Cambridge City; also, from Jeffersonville, on the Ohio river, and extending westerly through the counties of Clark and Floyd to the city of New Albany, Indiana, including herein a branch railroad situated wholly in Clark county, Indiana, and extending from a point on the New Albany Branch eastwardly to the city of Jeffersonville, a distance of about one and a half miles. The total length of main track comprised herein being one thousand and fifty-three miles, and the total length of branches being thirty-two miles, a total mileage of ten hundred and eighty-five miles. Including all rights of way, station grounds, gravel pits, stock yards and other lands; all main tracks, double tracks, side tracks and other CORPORATE HISTORY. 159 tracks; all passenger and freight houses, engine houses, car houses, wood houses, platforms, sheds, water tanks, reservoirs, work shops, machine shops, bridges, viaducts, culverts, fences, fixtures and superstructures of every kind now held or hereafter acquired for use in connection with said railroad or branches, or the business thereof; including also all locomotives, tenders, passenger, baggage, freight and other cars, ma¬ chines, tools, implements, telegraph poles, lines, instruments and ap¬ purtenances; also, all materials and fuel for constructing, operating, repairing or replacing said railroad and branches, its equipments or appurtenances, or any part thereof, now held by the first party or here¬ after acquired by it and connected with or relating to said railroad or branches, or to the construction, maintenance or use thereof, or any part of the same, together with all and singular the tenements, heredita¬ ments and appurtenances to the said railroad and branches, or any part thereof belonging or in anywise appertaining; and the reversion and reversions, remainder and remainders, tolls, income, rents, issues and profits thereof, of said railroad, branches and appurtenances, and also the estate, right, title, interest, property, possession, claim and demand whatsoever, as well in law as in equity of the first party, in and to the same, and any part and parcel thereof with the appurtenances; also, all other property wherever situated, now or hereafter acquired, and all franchises of the first party, including the franchise to be a corporation. To have and to hold the above described railroad, branches, property, estates, rights, franchises and appurtenances unto the second party, as joint tenants, and not as tenants in common, and to the survivor of them, their successors and assigns forever: In trust nevertheless for the uses and purposes herein expressed, to wit: 1. Until default shall be made by said the Pittsburgh, Cincinnati. Chicago and St. Louis Railway Company, its successors or assigns, in the due observance of the covenants and agreements hereinafter con¬ tained on the part and behalf of said railway company, or in the pay¬ ment of the principal or interest of said bonds or any one of them, when the same shall become due and payable, said railway company shall be suffered and permitted to remain in the actual possession of said railway and branches; also, of said estates and franchises, and to exercise and enjoy all the rights and privileges relating thereto, and to collect, receive and use the tolls, income, rents, revenues, issues and profits thereof, in any manner which will not impair the lien created by this indenture; and the said railway company hereby covenants and promises to and with the said trustee and its successors in the trust hereby created, that said railway company shall and will .diligently and faithfully keep said railway, branches and appurtenances in good order and safe running condition, and shall and will from time to time pay all taxes, assessments and governmental charges lawfully imposed upon said railway, branches and appurtenances, or upon any part thereof, the lien of which might dr could be held to be prior to the lien created by this indenture, so that the priority of this indenture shall be duly pre¬ served, and that said railway company shall not do or suffer any matter or thing to be done whereby the lien hereof might or could be impaired l60 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. until said bonds and all interest thereon shall be fully paid and satisfied; and said railway company agrees that it will punctually pay to the holders of the bonds aforesaid intended to be hereby secured, interest thereon semi-annually as the same shall become due and payable, accord¬ ing to the terms in said bonds contained, and on the days respectively mentioned for the payment of the same; and will also on the days and times mentioned in said bonds respectively, or whenever the principal sums of said bonds shall, according to the provisions thereof, become due and payable, fully and entirely pay off and satisfy as aforesaid the whole of said bonds, principal and interest, without delay and without deduction from said principal and interest for any tax or taxes now imposed or hereafter to be imposed thereon, either by the laws of the United States of America, or of the states of Pennsylvania, West Vir¬ ginia, Ohio, Indiana or Illinois, for national or state purposes, and which the said railway company may be required by said laws or any of them to retain therefrom; said railway company hereby agreeing to pay the same. 2. In case said railway company shall at any time after demand made neglect for a period of six months to pay the semi-annual interest due on any of the bonds hereby secured; or to purchase and retire bonds annually as hereinafter required, then, and in either such case, upon the written request of the holders of at least one-fourth in amount of said bonds then outstanding, said trustee shall serve upon said railway com¬ pany a written notice that the principal of all the bonds hereby secured shall become immediately due and payable, and the same shall thereupon be due and payable accordingly; and in any such case or in case said railway company shall fail to pay the principal of any bond hereby secured when the same becomes due and payment thereof has been demanded, said trustee shall, upon like request as aforesaid, accompanied by a tender on behalf of such bondholders or any of them, of security satisfactory to such trustee against personal loss or liability, enter upon and take possession, either with or without judicial proceedings, as may be deemed best by such trustee, of the railway, estates real, personal and mixed; also the franchises hereby mortgaged or intended so to be, and shall and will thereupon operate, use, manage and control said railway, estates real, personal and mixed and franchises, possession of which may be so taken, and collect the revenue, tolls, rents, income, interest and profits arising therefrom, and appropriate the net income and pro¬ ceeds derived therefrom (after deducting the expenses of this trust, and such sum or sums as may be sufficient to indemnify the trustee against any liability, loss or damage for or on account of any matter or thing done by it in good faith, in pursuance of its duty as such trustee) to the payment in full, without giving preference, priority or distinction to one bond over another, first, of the interest accrued and accruing upon all the bonds then outstanding and hereby secured; and second, of the principal of such bonds, if the said income and proceeds be sufficient, but if not, then pro rata. And said trustee, after or without entering upon or taking such possession, but upon the written request of the holders of a like amount of said bonds then outstanding, and upon CORPORATE HISTORY. l6l tender of satisfactory security as above provided, shall proceed, with or without judicial proceedings, as to such trustee may seem best, to sell the railway and branches, estates real, personal and mixed, and franchises hereby mortgaged, or intended so to be, to the highest and best bidder at public sale in the city of Columbus, Ohio, first giving sixty days’ notice of such intended sale by publication to be made at least twice in each week in at least two daily newspapers published in each of the cities of New York, Philadelphia, Pittsburgh, Wheeling, West Virginia, Co¬ lumbus, Ohio, Indianapolis, Indiana, and Chicago, Illinois; and it shall be lawful for said trustee to make and deliver to any purchaser at such sale a good and sufficient deed or deeds, conveying the railway, estates, real, personal and mixed, and franchises sold as aforesaid. 3. It is hereby expressly agreed and declared that any sale which shall be made as aforesaid shall be a perpetual bar both in law and in equity against said railway company, and against any and all persons whom¬ soever claiming or to claim the premises or franchises so sold or any part thereof, by, from, through, or under the said railway company, its successors or assigns; and after deducting from the proceeds of such sale just allowance for all expenses connected therewith, including coun¬ sel fees, as well as any and all advances, expenses and liabilities, which may have been made or incurred by said trustee in operating or main¬ taining said railway or in managing the business thereof, while the same shall have been in its possession or in arranging for and completing the sale aforesaid; and also, all payments which may have been made by such trustee for taxes and assessments, or for charges or liens prior to the lien of this indenture, if any such there shall be on the said premises and franchises so sold, or any part thereof, as well as just and reasonable compensation for the trustee’s services, such trustee shall apply the pro¬ ceeds of such sale to the payment of the principal of such of the said bonds as may be at that time outstanding and unpaid, whether or not such principal shall have by the terms of said bonds previously become due, and of the unpaid interest which shall have accrued upon said prin¬ cipal up to that time, with interest thereon if the same be overdue, with¬ out discrimination or preference between principal and interest, but rat¬ ably to the aggregate amount of such unpaid principal and accrued and unpaid interest. 4. Nothing herein contained shall be construed as limiting the right of said trustee to apply to the courts for judgment or decree of fore¬ closure and sale under this indenture, or for the usual relief in the course of such proceedings; and said trustee may, in its discretion, apply to any competent court for relief by way of foreclosure or otherwise, if so ad¬ vised by counsel, instead of taking possession of or selling said property when required so to do by bondholders. 5. It is hereby expressly agreed and declared that upon any sale of said premises, which may be made under or by virtue of the powers herein given to the trustee, or under the judgment or decree of any court of competent jurisdiction rendered in any suit or proceeding for the enforcement or foreclosure of the lien hereby created, the principal of all the aforesaid bonds shall become and be immediately due and 11 162 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. payable, and payment shall be made to the holders of the bonds and coupons, without discrimination or preference on account of the time of the actual issue of said bonds; and if, after payment in full of all of said bonds, principal and interest, including interest on overdue interest, any surplus of the proceeds of sale shall remain in possession of the trustee, such surplus shall be paid to the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company, its successors or assigns, or as any court of competent jurisdiction shall lawfully direct. In event of a sale by the trustee without judicial proceedings, such trustee may adjourn such sale by announcement made at the time and place appointed therefor, and may make such sale at the time and place to which the same may be so adjourned, without further notice thereof. The receipt of the trustee shall be a sufficient discharge to the purchaser or purchasers of the property which shall be sold as aforesaid for the purchase money; and such purchaser or purchasers shall not, after paying such purchase money and receiving such receipt, be bound to see to the application of such purchase money upon or for the trusts or purposes of this indenture, or be in any manner whatsoever, answerable for any loss, misapplication or non-application of such purchase money or of any part thereof; and in case of default as aforesaid, the property embraced in this indenture may be sold free from the operation of any appraisement, stay or execu¬ tion laws, which now exist or may be hereafter enacted. 6. It is hereby declared, that at any public sale of the premises and franchises hereby conveyed, made by virtue of the power hereby granted, or by judicial authority, for the purpose of enforcing the lien of this indenture, the trustee under this indenture may, in its discretion, purchase and acquire the property so offered for sale on behalf of all holders of the bonds and coupons secured hereby, then outstanding; provided, however, that nothing herein contained shall authorize said trustee to bid on behalf of such holders, a sum exceeding the whole amount of said bonds, principal and interest, then outstanding, with the interest accrued thereon, and the expenses of such sale for the entire property and fran¬ chises then held upon the trusts of this indenture, or an amount rea¬ sonably proportioned thereto for any part thereof. And it is hereby further declared that the bonds and overdue interest aforesaid shall be received in payment of the purchase money of any property sold as aforesaid, as equivalent to so much of said purchase money as would be distributable and payable thereon. 7. The railway company covenants that, for the purpose of retiring the bonds hereby secured, or intended so to be, it will, on the first day of October, in the year eighteen hundred and ninety-five, and annually on the first day of October thereafter, provide out of its net earnings a fund equal to the aggregate of one per centum on the then outstanding issue of said bonds and the annual interest on such bonds as shall have been before that time purchased with said fund. If in any year bonds at their par value or less, be not offered for sale to an amount equal to the sinking fund thus provided, the whole of said one per centum for that year, if none be offered, or such amount of it as shall not be used in purchasing said bonds as may be offered, shall lapse into the CORPORATE HISTORY. 163 treasury of said railway company, and shall not be required to be added to the amount to be paid in any subsequent year, but the interest upon such of said bonds as shall have been before that time purchased and held in and for said sinking fund, or so much of it as shall not be used in any year for the purchase of bonds offered, shall be held by the first party and added to the said one per centum at any future annual period when bonds can be purchased. The railway company will, by notice published once a week in one daily newspaper, in each of the cities of New York and Philadelphia, for four weeks prior to the time of such purchase, advertise the number of bonds to be purchased as aforesaid. Sealed proposals for the sale of said bonds will be received at the agency of said railway company in the city of New York, on or before the day prior to the time of making such purchase, and bonds offered at the lowest price will be accepted and paid for. Should bonds of different holders be offered at the same price, the number of bonds so purchased shall be on a pro rata basis, as near as practicable, in proportion to the whole number of bonds offered. Bonds when so purchased shall be immediately canceled by the first party and presented to the trustee, in the presence of a notary public, and a certificate by such notary under his official seal of such cancellation and presentation shall be executed in duplicate, and a copy thereof given to said railway company and to the trustee under this indenture, which certificate shall at all times thereafter be conclusive evidence of the payment and cancellation of the bonds that may be enumerated in said certificate: such canceled bonds may be retained by the railway company. 8. It shall and may be lawful for said railway company, its successors and assigns, and with the consent and approval in writing of the trustee for the time being, at any time or times hereafter, to exchange for other property or to sell any part of the hereby mortgaged estates and premises free and clear from the lien or incumbrance of this indenture, and to convey the same without liability on the part of the grantee for the dis¬ position made of the price paid or property received in exchange; pro¬ vided, however, that evidence of the propriety of such proposed sale or exchange shall be given to the trustee by certificate in writing of one of the officers, or by resolution of the directors of the railway company, and that the proceeds of any sale so made, shall, at the option of the railway company, be invested by it, either in the improvement of any remaining part of the mortgaged premises or in the purchase by said railway company of other property, real or personal, which property so purchased, as also any that may be acquired in exchange as aforesaid, by the railway company, shall be subject to all the trusts hereby declared (including that of sale or exchange) of the property in this indenture described and shall be conveyed in mortgage by the railway company to the trustee for the time being so to be held; or in the purchase of bonds hereby secured at the same time, and in the same manner as in the purchase of bonds for the sinking fund, which bonds, so purchased, shall be forthwith canceled and retained by the railway company. 9. Thirty-seven thousand one hundred and ninety ( 37 T 9 0 ) bonds of 164 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the issue hereby secured shall be held by said railway company in trust for the sole purpose of retiring sectional bonds prior in lien to those hereby secured, and embraced in the following issues, to wit: First mortgage bonds of Holiday’s Cove Railroad Company..$ 120,000 First consolidated mortgage bonds of the Pittsburgh, Cin¬ cinnati and St. Louis Railway Company. 6,863,000 Second mortgage bonds of the Pittsburgh, Cincinnati and St. Louis Railway Company . 2,500,000 First mortgage extended registered bonds of Steubenville and Indiana Railroad Company . 3,000,000 First mortgage bonds of Cincinnati and Chicago Air Line Railroad Company . 108,500 First mortgage bonds of Old Chicago and Great Eastern Rail¬ road Company, maturing October 1, 1893. 107,000 First mortgage bonds of Last Chicago and Great Eastern Rail¬ road Company, maturing April 1, 1895. 116,000 First mortgage bonds of Columbus and Indianapolis Central Railroad Company . 2,631,000 Second mortgage bonds of Columbus and Indianapolis Cen¬ tral Railroad Company . 780,000 First mortgage bonds of Union and Logansport Railroad Company . 715,000 First consolidated mortgage bonds of Chicago, St. Louis and Pittsburgh Railroad Company . 15,131,000 First mortgage bonds of Jeffersonville, Madison and Indian¬ apolis Railroad Company . 2,507,000 Second mortgage bonds of Jeffersonville, Madison and Indian¬ apolis Railroad Company . 1,995,000 First mortgage bonds of Cincinnati, Richmond and Chicago Railroad Company . 552,000 Second mortgage bonds of Cincinnati, Richmond and Chicago Railroad Company . 65,000 Total.$37,190,500 And said railway company hereby covenants that it will, at the time of maturity of said issues of bonds respectively, punctually and fully pay each and all said bonds, and forthwith upon such payment cause release of the several mortgages securing the same to be entered of record, to the end that when said bonds shall be so paid, this indenture may be¬ come and be the first lien on the property hereby conveyed. 10. Whenever a vacancy or vacancies shall occur in this trust from the death, resignation, refusal or incapacity to act of either of the parties of the second part hereto, or from any cause whatever, said, the Pitts¬ burgh, Cincinnati, Chicago and St. Louis Railway Company, shall have full power and authority by resolution of its board of directors to de¬ clare such vacancy and nominate and appoint a new trustee or trustees for the purpose of filling the vacancy or vacancies so caused. Such nomination and appointment shall be made by instrument of writing CORPORATE HISTORY. 165 executed under the corporate seal of said railway company, and the acceptance of the trust by such new trustee or trustees shall be endorsed upon such instrument of writing, and the trustee or trustees so appointed shall be invested with the same trusts and have the same powers as the trustee herein named, and shall be subject to all the stipulations and conditions of this indenture. 11. It is hereby covenanted and agreed, and this trust is accepted upon the express condition that said trustee shall not, nor shall any future trustee, incur any liability or responsibility whatever in consequence of permitting or suffering said railway company, its successors or assigns, to retain or be in possession of the railway, estates, property and prem¬ ises hereby mortgaged or agreed or intended so to be, or any part thereof, and to use and enjoy the same; nor shall said trustee, nor any future trustee, be or become responsible or liable for any destruction, deterioration, loss, injury or damage which may be done or occur to the railway, estates, property and premises hereby mortgaged, or intended so to be, by said railway company, its agents or servants, or by any other person or persons whomsoever; nor shall any such trustee be in any way responsible for the consequences of any breach on the part of said railway company of any of the covenants herein contained, or of any act of the agents or servants of said railway company, nor shall any such trustee be or become liable or responsible for any cause, matter or thing, except for his or its own gross negligence, or willful and in¬ tentional breach of any trust herein expressed and contained. 12. The railway company shall and will from time to time hereafter, upon demand of the trustee, grant, convey, confirm, assign, transfer and set over unto said trustee, all the real and personal estate and property, corporate rights and franchises which said railway company shall here¬ after in any way acquire as appurtenant to or in or for use upon or for the business of said railroad, branches or appurtenances, and shall and will also make, do, seal, execute, acknowledge and deliver, or cause to be made, done, sealed, executed, acknowledged and delivered, all and every such further acts, matters, things, deeds, conveyances, and assur¬ ances in the law, for the better assuring, conveying and confirming, unto said trustee, its successors and assigns, all and singular the heredita¬ ments and premises, estates and property hereby conveyed or intended so to be, or which are hereby covenanted and agreed to be hereafter conveyed, to said trustee, its successors or assigns, as by such trustee or its counsel learned in the law shall or may be desired or required for the better effectuating and carrying out the provisions, objects and purposes of this mortgage and securing the payment of the principal and interest of the bonds intended to be hereby secured, all of which said estates shall be held by said trustee in, under and upon the several and respective trusts and for the uses and purposes and subject to the powers and authorities herein declared and expressed. 13. It shall be no part of the duty of the trustee to file or record this indenture as a mortgage or conveyance of real estate or as a chattel mortgage or to renew such mortgage or to procure any further, other or additional instrument of further assurance or to do any other act l66 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. which may be suitable and proper to be done for the continuance of the lien hereof or for giving notice of the existence of such lien or for extending or supplementing the same, nor shall it be any part of said trustee’s duty to effect insurance against fire or other damage on any part of the mortgaged property, or to renew any policies of insurance or to keep itself informed or advised as to the payment of any taxes or assessments or to require such payment to be made. In case at any time it shall be necessary and proper for the trustee to make any investigation respecting any facts preparatory to taking or not taking any action or doing or not doing anything as such trustee, the certificate of the railway company, under its corporate seal, attested by its president or vice-president and the affidavit of one or more of its directors, shall be conclusive evidence of such fact to protect the trustee in any action it may take by reason of the supposed existence of such fact. Provided always, that if said the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company, its successors or assigns shall well and truly pay or cause to be paid unto the several persons, bodies politic or corporate who shall become holders of the bonds and coupons intended to be hereby secured the several sums of money expressed therein, on the day and year hereinbefore mentioned for payment thereof, together with interest on the same, according to the provisions of said bonds and coupons or in accordance with the provisions hereof, without any fraud or further delay, then, and from thenceforth, this indenture, and the estate hereby conveyed, or intended so to be, and the said bonds and coupons, shall become void and of no effect, anything hereinbefore con¬ tained to the contrary thereof notwithstanding, and satisfaction shall be forthwith duly entered by the trustee upon this indenture of mortgage or upon the record thereof. In testimony whereof, the parties have caused this indenture to be signed and sealed, the day and year hereinbefore first written. The Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company, By G. B. ROBERTS, President. Signed, sealed and acknowledged in presence of J. T. BROOKS, JNO. P. GREEN. { Seal of Company. Seal of Trust Co. Attest: S. B. LIGGETT, Secretary. Attest: The Farmers’ Loan and Trust Company, By R. G. ROLSTON, President. E. S. MARSTON, Secretary. W. N. JACKSON. Acknowledged before M. H. Shane, notary public, Allegheny county, Pa., October 27, 1890. CORPORATE HISTORY. 167 Recorded in following counties: state of Pennsylvania: Allegheny coun¬ ty, Nov. 4, 1890, vol. 551, page 1; Washington, Nov. 4, 1890, vol. 21, page 363; state of West Virginia: Brooke county, Nov. 4, 1890, vol. 5, page 415; Hancock, Nov. 4, 1890, vol. C, page 450; state of Ohio: Jefferson county, Nov. 4, 1890, vol. 32, page 219; Harrison, Nov. 6, 1890, vol. Q, page 225; Tuscarowas, Nov. 5, 1890, vol. 44, page 498; Coshocton, Nov. 5, 1890, vol. 27, page 472; Muskingum, Nov. 6, 1890, vol. 68, page 74; Licking, Nov. 6, 1890, vol. 62, page 125; Franklin, Nov. 7, 1890, vol. 144, page 72; Madison, Nov. 7, 1890, vol. 22, page 600; Champaign, Nov. 6, 1890, vol. 36, page 297; Miami, Nov. 8, 1890, vol. 50, page 425; Darke, Nov. 10, 1890, vol. 63, page 188; Hamilton, Nov.-8, 1890, vol. 573, page 506; Butler, Nov. 8, 1890, vol. 82, page 154; Preble, Nov. 11, 1890, vol. 29, page 406; Union, Nov. 7, 1890, vol. 30, page 121; state of Indiana: Wayne county, Nov. 10, 1890, vol. 58, page 211; Henry, Nov. 15, 1890, vol. 27, page 360; Hancock, Nov. 10, 1890, vol. D V, page 480; Marion, Nov. 10, 1890, vol. 202, page 14; Johnson, Nov. 14, 1890, vol. 17, page 519; Barthol- amew, Nov. 12, 1890, vol. 26, page 436; Jackson, Nov. 14, 1890, vol. 15, page 395; Scott, Nov. 12, 1890, vol. 6, page 321; Clark, Nov. 13, 1890, vol. 18, page 400; Floyd, Nov. 13, 1890, vol. 21, page 156; Jennings, Nov. 13, 1890, vol. Q, page 335; Jefferson, Nov. 13, 1890, vol. 33, page 169; Shelby, Nov. 12, 1890, vol. 29, page 243; Rush, Nov. 10, 1890, vol. 26, page 258; Fayette, Nov. 10, 1890, vol. 6, page 125; Madison, Nov. 11, 1890, vol. 36, page 345; Tipton, Nov. 14, 1890, vol. 22, page 1; Randolph, Nov. 11, 1890, vol. 8, page 233; Howard, Nov. 14, 1890, vol. 39, page 395; Jay, Nov. 11, 1890, vol. 3, page 125; Blackford, Nov. 15, 1890, vol. L, page 373 ; Grant, Nov. 15, 1890, vol. 7, page 238; Miami, Nov. 18, 1890, vol. 2, page 1; Cass, Nov. 18, 1890, vol. 16, page 447; White, Nov. 18, 1890, vol. 31, page 119; Jasper Nov. 19, 1890, vol. 20, page 21; Newton, Nov. 18, 1890, vol. 22, page 411; Pulaski, Nov. 17, 1890, vol. V, page 88; Starke, Nov. 17, 1890, vol. L, page 301; La Porte, Nov. 17, 1890, vol. 28, page 416; Porter, Nov. 19, 1890, vol. 1, page 56; Lake, Nov. 15, 1890, vol. 24, page 3; Cook county, Illinois, Nov. 19, 1890, vol. 3193, page 249. COPY OF PENNSYLVANIA COMPANY’S GUARANTY ON BONDS. For a valuable consideration, the Pennsylvania Company hereby guar¬ antees to the lawful holder the due and punctual payment by the Pitts¬ burgh, Cincinnati, Chicago and St. Louis Railway Company of the in¬ terest upon the within bond, in gold coin of the United States of Am¬ erica, upon the surrender of the proper coupon as the same shall from time to time become due, and of the installments for the sinking fund as in the bond provided, and also the payment of the principal of the within bond, in like gold coin, at the maturity thereof. l68 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. PITTSBURGH, CINCINNATI AND ST. LOUIS RAILWAY COMPANY. PITTSBURGH AND STEUBENVILLE RAILROAD COMPANY . 1 An Act to Incorporate the Pittsburgh and Steubenville Railroad Company. Approved March 24, 1849. Section 1. That Samuel Livingston, Robert Patterson, Thomas Hunter, John Duncan, Jr., William Mercer, J. M’Farren, James Wallace, Thomas Nicholson, Thomas Berrington, Edward M’Donald, Andrew Bigger, B. A. Merry, William Rogers, William Sturgeon, Joseph Scott, A. R. Lewis, Isaac Walker, Jr., be and they are hereby appointed com¬ missioners to open books, receive subscriptions and organize a com¬ pany, by the name, style and title of “ The Pittsburgh and Steubenville Railroad Company,” with power to construct a railroad commencing on the Monongahela river, near Pittsburgh, and running in the direction of Steubenville, on the Ohio river, to a point on the Virginia state line, subject to all the provisions and restrictions of an act regulating railroad companies, approved the nineteenth day of February, one thousand eight hundred and forty-nine. Section 2. That the capital stock of said company shall consist of sixteen thousand shares: Provided, that the said company may from time to time, by a vote of the stockholders, at a meeting called for the purpose, increase their capital stock, if it shall be deemed necessary, to an amount sufficient to carry out the true intent and meaning of this act. Section 3. That if said company shall not commence the construction of said road within three years, complete it in eight years from the organization of the company, this act shall be null and void, except so far as the same may be necessary to settle up the affairs and pay the debts of said company. Pennsylvania Laws, 1850, p. 952. A Supplement to an Act, entitled “ An Act to Incorporate the Pittsburgh and Steubenville Railroad Company,” passed the Twenty-fourth Day of March, Anno Domini One Thousand Eight Hundred and Forty-nine. Passed April 21, 1852. Section 1. That the Pittsburgh and Steubenville Railroad Company shall be and is hereby authorized to extend their railroad into the city of Pittsburgh, to connect with the Pennsylvania Railroad, and with any other railroad at the Virginia state line. Section 2. That the said company shall be and is hereby authorized, in case they shall deem it necessary, to pass along or across and occupy with their tracks any streets, lanes and alleys, under such regulations as may be prescribed by the proper authorities having lawful control of the same; and the said company shall be and is hereby authorized to con- 1 See page 8 . CORPORATE HISTORY. 169 struct such bridge or bridges as may be necessary to make their road complete and perfect in all its connections: Provided, that such bridge or bridges shall be of such an elevation as not to impede the free and uninterrupted navigation of the Ohio or Monongahela rivers. Section 3. That the city and boroughs hereinafter mentioned be and they are hereby authorized to subscribe to the capital stock of the said company not exceeding, respectively, the number of shares hereinafter mentioned, namely: the city of Pittsburgh five thousand shares; the re¬ spective boroughs of Birmingham, East Birmingham, and South Pitts¬ burgh, in the county of Allegheny, each five hundred shares, the same to be subscribed by the proper authorities, or a majority of them, of the said city and boroughs, respectively; and they are hereby respectively authorized to borrow money to pay therefor, and to make provision for the principal and interest of the money so borrowed, as in other cases of loans to said city and boroughs, respectively, and no certificate of loan or bond shall be for a less sum than one hundred dollars, and shall be transferable only on the books of the respective city and boroughs kept for that purpose, and the certificates of loan or bonds issued or to be issued by such authorities for the purpose aforesaid, bearing an interest of six per cent, per annum, payable half-yearly, shall be received as cash, at par, by the said company, in payment of the installments or shares subscribed as aforesaid; and the said city and boroughs, respec¬ tively, may vote at the elections of said company, by their officers speci¬ ally authorized for the purpose, in the same manner as individual stockholders; and the said company shall not sell or dispose of, below their par value, any bonds received in payment of stock subscriptions as aforesaid, without giving at least sixty days’ notice to the municipal cor¬ poration having issued the same, that an installment or installments has been called in upon said stock; and if the said corporations shall pay the installment or installments so called, the bonds shall be returned to them, but upon their failure to make such payments, the company shall have power to dispose of said bonds to the best advantage: Provided, that nothing contained in this act shall be so construed as to permit either of the boroughs aforesaid to subscribe to the capital stock of the said company unless a majority of the qualified voters thereof shall vote in favor of the same, at an election which the councils of said boroughs are hereby authorized to order, in such manner as to them shall appear proper, ten days’ notice to be first given by handbills of the time and place of voting on the said question. Section 4. That the said company is hereby authorized to construct branches, with a single or double track, from any point or points on the main line of their railroad in the counties of Allegheny and Wash¬ ington, to such other point or points in said counties, or in the county of Beaver, as the president and directors of said company shall deem expedient or necessary. Pennsylvania Laws, 1852, p. 418. 170 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. A Supplement to an Act, entitled “ An Act to Incorporate the Pittsburgh and Steubenville Railroad Company,” passed the Twenty-fourth Day of March, Anno Domini One Thousand Eight Hundred and Forty-nine. Approved February 24, 1853. Section 1. That the county of Allegheny, through its commissioners, shall be and is hereby authorized, upon the recommendation of one grand jury, to subscribe an amount not exceeding ten thousand shares to the capital stock of the Pittsburgh and Steubenville Railroad Company, and they are hereby authorized to borrow money to pay therefor, and to make provision for the principal and interest of the money so borrowed, as in other cases of loans to said county, and no certificate of loan or bond shall be for a less sum than one hundred dollars, and shall bear an interest of six per cent, per annum, payable half-yearly, for which coupons may be issued, and said certificates or bonds and coupons may be made pay¬ able and transferable at such times, manner and places as said commis¬ sioners may think expedient, and shall be received as cash, at par, by the said company, in payment of the said subscription of stock, and the said county, and any other corporation which has heretofore subscribed or may hereafter subscribe to the stock of said company, shall and may, in lieu of voting for the officers of said company at the annual election, be en¬ titled to name and appoint one director for every five thousand shares of stock held by such corporation, such director or directors to be in addi¬ tion to those now authorized by law, and that said bonds or certificates of loan shall not be sold at less than the par value thereof. Pennsylvania Laws, 1853, p. 133. An Act to Incorporate the Pine Island and Starucca Bridge and Plank Road Company, in Wayne County, relative to Floating of Logs in the Wallenpaupack River or Creek, in Wayne and Pike Counties; and Relative to the Pittsburgh and Steuben¬ ville Railroad Company. Approved April 18, 1853. Section 10. That the Pittsburgh and Steubenville Railroad Company be and they are hereby empowered to subscribe to the stock of any rail¬ road intended to connect with the road of said company, or appropriate their moneys for the construction of any connecting road, on proper securities, in the adjacent county or counties of the state of Virginia, and to connect with and run their cars over any connecting road: Provided, said subscription or appropriation shall not exceed in amount the sum of one hundred and fifty thousand dollars. Pennsylvania Laws [Appendix], 1854, p. 828. CORPORATE HISTORY. 171 An Act Authorizing School Directors to Administer Oaths; Changing the Name of Broad Mountain Improvement Company; to Lay out a State Road from Schellsburg, in Bedford County, to the West End of the Harrisburg Bridge, in Cum¬ berland County; Repealing the Third Section of an Act to Incorporate the Paschalville Fire Company, &c.; Relative to School Directors in Certain Townships in Philadelphia County; Changing the Name of the Fletcher Grays; Relative to Road Tax in M’Kean County; Authorizing the Old Colum¬ bia Public Ground Company to Borrow Money; Relative to the Philadelphia and Lancaster Turnpike Road Company; Relative to Oxford Street, in Philadelphia County; to Fees of Justices of the Peace in Allegheny County; Laying out a State Road in Beaver County; Authorizing the Pittsburgh and Steubenville Railroad Company to Borrow Money; and to Authorize John Lentz to Sell certain Real Estate. Approved April 20, 1853. Section 22. That the Pittsburgh and Steubenville Railroad Company be and the same is hereby authorized to borrow money, not exceeding five hundred thousand dollars, and to issue bonds therefor, of not a less denomination than one hundred dollars, and to secure the payment of the principal and interest on said bonds, if they shall deem it expedient, by a mortgage or mortgages upon the road and property of the said company; and that the city of Philadelphia is hereby authorized to subscribe for four thousand shares in the capital stock of the Pittsburgh and Steuben¬ ville Railroad Company, and to borrow money to pay therefor, and to make provisions for the payment of the principal and interest of the money so borrowed, as in other cases of loans to said city, or payment for said shares may be made in stock by said city, and in such mode as shall hereafter be agreed upon by said city and said Pittsburgh and Steuben¬ ville Railroad Company, and the said city may be represented at elections and other meetings of said company by agents, duly authorized to act by resolution of the councils thereof: Provided, that no bond shall be issued for a less sum than one hundred dollars. Pennsylvania Laws, 1853, p. 615. An Act Relative to the Susquehanna Canal Company; and Au¬ thorizing the Pittsburgh and Steubenville Railroad Company to Borrow Money; Making an Appropriation to the Eastern Penitentiary; Relative to the Estate of Charles H. Ball; to the Sale of Certain Real Estate and to an Election District in Columbia County. Approved May 2, 1853. Section 4. That the Pittsburgh and Steubenville Railroad Company be and they are hereby authorized to borrow money, not exceeding the amount of the capital stock of said company, and to issue bonds therefor, in amounts not less than one hundred dollars, and to secure the payment of the principal and interest of the money so borrowed by a mortgage or mortgage[s] upon the property and franchises of said company: Pro- 172 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. vided, that said loan shall not be subject to taxation until the clear profits of said company shall amount to six per cent, per annum. Pennsylvania Laws, 1853, p. 652. An Act Relative to the Pittsburgh and Steubenville Railroad Company. Approved March 22, 1854. Section 1. That the Pittsburgh and Steubenville Railroad Company is hereby authorized to issue its bonds, secured by mortgage or otherwise, heretofore by law authorized, bearing any rate of interest not exceeding seven per cent., and any sale of said bonds for a less amount than their par value shall not be construed to be a 'dolation of the usury laws of this state. Section 2. That the Pittsburgh and Steubenville Railroad Company be and it is hereby authorized and empowered to make any bonds or certifi¬ cates of loan, which it has heretofore been authorized to issue for the construction and equipment of its road, convertible into the stock of its company at par, or on such terms as may be agreed upon. Pennsylvania Laws, 1854, p. 182. An Act Authorizing the Commissioners of Washington County to Subscribe Fifty Thousand Dollars to the Capital Stock of the Pittsburgh and Steubenville Railroad Company. Passed April 26, 1854. Section 1. That upon the recommendation of one grand jury the com¬ missioners of the county of Washington, or a majority of them, be and they are hereby authorized to subscribe not exceeding fifty thousand dollars to the capital stock of the Pittsburgh and Steubenville Railroad Company, in the name and in behalf of said county, and to borrow money to pay therefor, and to make provisions for the payment of the principal and interest of the money so borrowed as in other cases of loans to cor¬ porations. Section 2. That the commissioners of the said county, or a majority of them, may issue certificates of loan or bonds in the name of said county, redeemable in not less than ten, nor more than twenty-five years, bearing an interest of six per centum, payable semi-annually; which shall be transferable as may be directed by said commissioners, or a majority of them, and the said certificates of loans or bonds shall be received as cash by the said railroad company in payment of installments on shares of stock subscribed for by said county, and the said company shall also pay or provide for the payment of the interest accruing upon said certificates of loans or bonds, until the said railroad shall be completed, and the said county may be represented at elections and other meetings of said corn- pan)'-, by agents duly authorized and appointed by resolutions of the board of commissioners of said county: Provided, that no certificate of loan or bonds shall be issued by the commissioners of said county for a less sum than one hundred dollars, and that the said Pittsburgh and Steuben¬ ville Railroad Company be authorized to guarantee the bonds or certifi¬ cates of loan issued under this act. CORPORATE HISTORY. l 73 Section 3. That the amount of subscription hereby authorized shall be applied to the construction of the Florence branch of the said railroad as far as shall be found necessary, and the entire amount so subscribed shall be expended in the said county of Washington. Pennsylvania Laws, 1854, p. 504. A Further Supplement to an Act, entktled “An Act to Incor¬ porate the Pittsburgh and Steubenville Railroad Company,” PASSED THE TWENTY-FOURTH Day OF MARCH ANNO DOMINI ONE Thousand Eight Hundred and Forty-nine. Passed May 8, 1854. Section 1. That the city of Pittsburgh be and hereby is authorized to subscribe for any number not exceeding six thousand shares of the capital stock of the Pittsburgh and Steubenville Railroad Company, in addition to the subscription already made, and the said city is hereby authorized to pay therefor, and to borrow money for that purpose, and to make provision for the payment of the principal and interest of the money so borrowed, and to issue certificates of loan or bonds, with cou¬ pons attached, for the money so borrowed, and no certificate of loan or bond so issued shall be for a less sum than five hundred dollars; and the certificates of loans and bonds so issued or to be issued for the purpose aforesaid, bearing an interest of six per centum per annum, payable half- yearly, shall be received as cash, at par, by the said company in payment of said subscription, and the said city may be represented at the meetings and elections of said company, and may vote thereat, as well for the subscription heretofore made as for that to be made under this act, by an officer or agent specially authorized by the councils of the said city for that purpose, the said city having the same rights and privileges as individual stockholders; the said subscription to be made by an ordi¬ nance duly enacted by the select and common councils of said city, and not otherwise, and upon such condition as may be agreed upon between said city and the railroad company. Section 2. That any act, so far as the same is inconsistent with the provisions of this supplement, be and the same is hereby repealed. Pennsylvania Laws, 1854, p. 709. A Further Supplement to an Act to Incorporate the Pittsburgh and Steubenville Railroad Company. Approved March 27, 1855. Section 1. That the first section of a supplement to an act to incor¬ porate the Pittsburgh and Steubenville Railroad Company, approved the twenty-fourth day of February, Anno Domini one thousand eight hundred and fifty-three, shall not be so construed as to prohibit the county of Allegheny, at any time, in lieu of naming and appointing one or more directors, from voting on each share of the capital stock held by it in said company, at the annual election of officers for said company; and the provisions of the fifth section of an act regulating railroad companies, approved February nineteenth, Anno Domini one thousand eight hundred 174 PITTSBURGH, CINCINNATI, CHICAGO AND ST. L.OUIS RY. CO. and forty-nine, be and the same are hereby declared applicable to the said county of Allegheny, should it not wish to appoint director or direc¬ tors at any time in said company; and that said company may hereafter, at their option, waive the right to plead usury, or prosecute any complaint for the same. Pennsylvania Laws, 1855, p. 127. A Supplement to an Act to Incorporate the Pittsburgh and Steu¬ benville Railroad Company, approved the Twenty-fourth Day of March, Anno Domini One Thousand Eight Hundred and Forty-nine. Approved March 1, 1859. Section 1. That the time fixed in the third section of the act to which this is a supplement, for the completion of the Pittsburgh and Steuben¬ ville Railroad, be and the same is hereby extended for the period of ten years from and after the time fixed therein for the completion thereof, with like effect as though the limitation specified in said section had been originally twenty years. Pennsylvania Laws, 1859, p. 92. Joint Resolution Relative to the Pittsburgh and Steubenville Railroad Company. Approved February 19, 1862. Whereas, This legislature has learned that an application has been made to the legislature of the state of Virginia, by the Pittsburgh and Steuben¬ ville Railroad Company, for authority to construct a portion of their road through the territory of that commonwealth; therefore, Resolved by the Senate and House of Representatives of the common¬ wealth of Pennsylvania in General Assembly met, That regarding this enterprise as likely to prove greatly advantageous to both common¬ wealths and as especially necessary, in the present state of the republic, adding another bond of friendship between two states already closely drawn together by a common interest and a common danger, and as eminently calculated to promote still closer relations between the loyal states of the Union, we do express the hope, that the assent, by the state of Virginia, will not be withheld from a measure, which, by increas¬ ing the facilities of trade and travel, cannot fail to greatly strengthen the hands of the national government, in its present struggle against the enemies of the republic, and promote the good feeling already existing between the loyal citizens of the two commonwealths. Resolved, That the governor of this state be requested to transmit a copy of the foregoing to the governor of the state of Virginia, and also to the speaker of the respective houses of the legislature thereof. Laws of Pennsylvania, 1862, page 548. CORPORATE HISTORY. 175 LETTERS PATENT. Pennsylvania, Wm. F. Johnston, In the name and by the authority of the commonwealth of Pennsylvania. William F. Johnston, governor of the said commonwealth. [seal] To all to whom these presents shall come, sends greeting: Whereas an act of the General Assembly of this commonwealth, en¬ titled “ An act to incorporate the Pittsburgh and Steubenville Railroad Company,” approved the 24th day of March, A. D 1849, provides for the organization of a company by the name, style and title of “ The Pittsburgh and Steubenville Railroad Company,” subject to all the provisions and restrictions of an act entitled “ An act regulating railroad companies,” approved the 19th day of February, A. D. 1849, by which last recited act the governor of this commonwealth is authorized and required to issue his letters patent under the seal of the state, in the manner and at the time therein specified. And whereas, The stipulations, conditions and things, in the said acts directed to be performed, have in all respects been fully complied with: Now know ye, that in pursuance of the power and authority to me given by law, I, the said William F. Johnston, governor of the said common¬ wealth, do by these presents, which I have caused to be made patent and sealed with the seal of the state, create and erect the subscribers to the stock of the said company for the number of shares by them subscribed, to wit: Edwin M. Stanton, one hundred shares; Edward D. Gazzam, one hundred and twenty; William A. Hill, one hundred; A. Kirk Lewis, twenty; Charles H. Paulson, twenty; Charles Naylor, twenty; Wade Hampton, twenty; Murphy Wilson & Co., twenty; Isaac M. Pennock,. twenty; I. Schoonmaker, twenty; D. R. Miller, twenty; N. Holmes & Sons, twenty; Thomas M. Howe, twenty; Lewis Hutchinson, twenty; W. Bagaley, twenty; H. Childs & Co., twenty; Kier & Jones, twenty; Clark & Thaw, one hundred; Henry Graff, one hundred; Hays & Black, one hundred; William Bingham & Co., one hundred; John H. Shoen- berger, twenty; J. K. Moorhead, twenty; Harmar Denny, one hundred and sixty; James Wood, twenty; William Morrison, twenty; William Larimer, Jr., one hundred; A. W. Pentland, twenty; George A. Bayard, twenty; George Weyman, five; J. D. Williams, five; Miller & Ricketson, ten; Thomas Wallace, ten; Edward Heazleton, five; Robert McKnight, five; Ryan & McKee, ten; W. W. Wilson, ten; Hoon & Sargent, ten; George E. Arnold, ten; George Ledlie, ten; Jacob Weaver, ten; George Ogden, ten; John McD. Crossan, ten; McCord & Co., ten; J. H. Mellor, ten; R. T. Leach, ten; H. D. King, ten; L. Harper, ten; F. G. Schenck, ten; Wm. McKnight, ten; John Anderson & Co., ten; Wm. Wilson, Jr., ten; H. S. King, five; R. M. Riddle, five; M. Hodkinson, five; Wick & McCandless, fifteen; T. H. Umbaestter, ten; McCurdy & Loomis, five; R. E. Sellers, five; J. J. Gillespie, five; Wm. M. Hersh, five; James Chambers, five; James B. Murray, five; Jacob McCallister, five; Graff Lindsay & Co., twenty; James Park, Jr. & Co., twenty; I. S. Leech 176 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. McAlpin & Co., twenty; William Harbaugh, five; S. McClurkan & Co., three; G. A. Martin, ten; John Birmingham, ten; Morrison Foster, one; Patricks & Friend, ten; N. Buckmaster, two; Thomas Steel, five; S. & P. Livingston, one hundred and forty; William S. Cool, two; John Proudfit, five; Robert G. Smith, twenty; John Dinsmore, twenty; Isaac B. Worthington, five; William L. Robb, ten; John Duncan, ten; Thomas Barington, twenty; John Bausman, three; William Lyons, three; Wm. B. McFarland, three; James Bell, three; James McFarren, five; Seth T. Hurd, two; William Mercer, ten; John Fullerton, twenty; James Wal¬ lace, ten; William M. Duncan, eight; B. D. Sanders, ten; James Morrow, two; John McCullough, two; Stephen Smith, twenty; John McConnell, Jr., one; Robert Scott, one; Wm. M. McEleven, twenty; Thomas Nichol¬ son, one; Isaac Evans, two; Alexander Scott, two; James M. Robb, one; John Ferguson, three; Thomas Mathews, one; Charles Boice, two; Jacob Huffman, twenty; Boston G. Benget, five; Martin Tucker, ten; C. A. Wil- coxon, two; Jonathan Tucker, ten; James McConner, two; James A. Mazurie, five; Wm. Hood, four; Thomas Wilcoxon, five; Samuel Saxton, four; Andrew Biggar, ten; Andrew McCloy, one; Samuel Biggar, ten; John Stevenson, five; John Ward, one; Nathaniel Wells, three; Eli Jack- son, two; John McComb, six; Dr. William Dunnan, two; Hugh Fergu¬ son, five; David Culberson, one; Aaron Morrow, two; William Criswell, five; Sarah Clokey, two; Edward McDonald, twenty; John Urie, three; A. Morrow, two; Alexander Scott, one; and Samuel Miller, two shares (amounting in the whole to two thousand two hundred and sixty-three. shares); and also those who shall afterwards subscribe into one body politic and corporate in deed and in law by the name and title of “ The Pittsburgh and Steubenville Railroad Company,” and by the said name the subscribers shall have perpetual succession and all the privileges and franchises incident to a corporation; and the said subscribers and those who shall afterwards subscribe, their successors and assigns are gener¬ ally to be invested with all the rights, powers and privileges, with full force and effect, and to be subject to all the duties, requisitions and re¬ strictions specified and enjoined in and by the said acts of the General Assembly and all the other laws of this commonwealth. Given under my hand and the great seal of the state at Harrisburg this twenty-second day of July, in the year of our Lord one thousand eight hundred and fifty-one, and of the commonwealth the seventy-sixth. By the Governor: A. L. RUSSELL, Secretary of the Commonwealth. MORTGAGE. Pittsburgh and Steubenville Railroad Company to Robert McKnight, Robert Woods and John A. Wilson. Dated October 1, 1853. Securing $600,000 bonds of $1000 each, dated October 1, 1853, payable January 1, 1884, bearing 6 per cent, interest. This indenture, made the first day of October, in the year of our CORPORATE PI I STORY. I 77 Lord one thousand eight hundred and fifty-three, between the Pittsburgh and Steubenville Railroad Company of the first part, and Robert Mc- Knight, Robert Woods and John A. Wilson, of the city of Pittsburgh, in the state of Pennsylvania, of the second part. Whereas, the said Pittsburgh and Steubenville Railroad Company, in pursuance of the powers, rights and privileges conferred by the act incorporating said company and supplementary acts of the legislature of the commonwealth of Pennsylvania, and all and every other right, privilege and authority in that behalf enabling them to complete their railroad, extend the works, provide locomotives, cars, machinery, depots and lands therefor, have, for the completion and equipment of their road, authorized their president and secretary to execute in the corporate name of said company six hundred bonds of one thousand dollars each, making altogether six hundred thousand dollars, which bonds are to be num¬ bered from number one to number six hundred inclusive, to bear even date herewith, to be issued as is hereinafter mentioned, and made paya¬ ble on the first day of January, in the year of our Lord one thousand eight hundred and eighty-four, with interest at the rate of six per centum per annum, payable semi-annually, on the first days of January and July in each and every year, to Thomas S. Clarke or .bearer, or holder, on presentation and delivery of the proper coupon or interest warrant for the same in the city of New York. And said railroad company did further authorize and direct the said coupons to be signed by the treas¬ urer of said company, and that the said bonds should be severally con¬ vertible, at the option of the holder into the capital stock of the company at par, at any time previous to the first day of January, anno domini one thousand eight hundred and sixty-one, and did authorize the execution of this mortgage for securing the full and final payment of the said bonds with interest as aforesaid. Now this indenture witnesseth, that the said Pittsburgh and Steuben¬ ville Railroad Company, party of the first part, as well for and in con¬ sideration of the premises and for the better securing the payment of the aforesaid bonds and interest to accrue thereon, as aforesaid, and also in consideration of the sum of one dollar unto them in hand paid by the said party of the second part hereto, at or before the sealing and delivery hereof, the receipt whereof is hereby acknowledged, have granted, bargained, assigned, transferred, aliened, enfeoffed, released, conveyed and confirmed, and by these presents do grant, bargain, sell, assign, transfer, alien, enfeoff, release, convey and confirm unto the said Robert McKnight, Robert Woods and John A. Wilson, party of the second part hereto, their heirs, executors, administrators and assigns, as joint tenants, and not as tenants in common, the whole of their said railroad, together with the lands, depots, depot grounds and buildings situated between and at the termini of their railway at the city of Pittsburgh and the boundary line of the state of Virginia in counties of Allegheny and Washington, in the state of Pennsylvania, and also all the property and franchises and all the tolls, issues, income and profits of the said company hereafter derived to them from the use of or travel on their said road or any part thereof, and also all the cars, engines, locomotives, 12 178 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. tenders, horses, or other things used in the business and management of the 'said railroad. To have and to hold, all and singular, the estate, hereditaments and premises hereby granted, or intended so to be, with the appurtenances, unto the said party of the second part, their heirs, executors, administrators and assigns, and to the survivors and survivor of them, and to the executors, administrators and assigns of such sur¬ vivors or survivor in trust, nevertheless, for the benefit of the holders of said bonds, and for the better securing of the same, with the principal moneys therein respectively mentioned and interest hereinafter to accrue thereon as aforesaid, under and subject to the conditions, provisions, stip¬ ulations and agreements hereinafter contained and set forth, that is to say, that the party of the first part hereto shall issue (to be secured by this mortgage) six hundred of said bonds, which are to be numbered from one to six hundred inclusive, as aforesaid, and are to bear even date with this indenture, and which may be converted by the holder or holders thereof into the capital stock of the said company, at par, at any time from the date hereof, prior to the first day of January, in the year of our Lord one thousand eight hundred and sixty-one, surrendering the bond or bonds so held by said holder or holders, with the proper inter¬ est warrants or coupons thereunto annexed; and it is expressly understood and agreed that the proceeds of the sale of the said bonds shall be ap¬ plied to the construction and completion of said railroad, its machinery and works: Provided further, and it is hereby also expressly understood and agreed by and between the parties hereto, that in case the said party of the first part hereto shall fail to pay the principal of said bonds, or any part thereof, or the interest thereon, as the same shall thereafter become due and payable as aforesaid, when demanded, according to the tenor thereof, then after six months from such demand and default made, upon the request of the holder or holders of one-fourth in amount of said bonds, it shall and may be lawful for the said party of the second part, their successor or successors in the trust, to enter into and upon and take actual possession of all or any part of the premises hereby granted, and as trustee or trustees of the said party of the first part, by himself or themselves, or agent or agents, or substitute or substitutes duly con¬ stituted, have, use, employ and regulate the same, according to the rules and regulations and the lawful directions of the president and directors of the said company, and receive and collect the tolls, rents, incomes, and profits of the said railroad and its appurtenances, and after defraying thereout, from time to time, all such expenses as may be necessary to maintain the said railroad and the works and buildings connected there¬ with in good order and condition, and to supply, renew and repair engines, cars, and machinery, and to pay counsel fees and other 1 legal expenses to the said company and the expenses of this trust, to apply the same to the payment of the principal and interest of all such bonds as may be due and unpaid. And provided also, that if at any time hereafter it may be deemed expedient by the president and directors of said company, for the purpose of protecting the interest of the holders of said bonds, it shall and may be lawful for the said president and directors to deliver the actual possession as last mentioned of the said CORPORATE HISTORY. 179 railroad and premises hereby granted, absolutely, as for a term certain to the said party of the second part, and for said party of the second part to receive the same, and to collect and apply the tolls, income and rents as last above mentioned, and for the said president and directors to resume again the possession of the same. And provided further, that if in case of a failure to pay the principal and interest of said bonds as aforesaid, one-fourth in amount of all the loan holders under this mort¬ gage shall demand in writing that the premises hereby granted with the appurtenances be sold, then it shall and may be lawful for the said party of second part, their successor or successors in the trust, to proceed and sell the premises aforesaid with the appurtenances at public auction in the city of Pittsburgh, first giving at least sixty days’ notice of the time, place and terms of sale and of the specific property to be sold by pub¬ lishing the same in newspapers of good circulation in the cities of Philadelphia, New York and Pittsburgh, and the counties and principal towns through which said railway passes; and as their proper act and deed, sign, seal, acknowledge and deliver a good and sufficient convey¬ ance for the same as the premises are now held by the said company, which shall be a bar to the party of the first part, their successors and assigns and all other persons claiming under them, of all right, interest or claim in and to the premises aforesaid, or any part thereof, and the proceeds of such sale, after deducting the costs and expenses thereof, and the expenses of this trust, to pay pro rata among the holders of all the loans under this mortgage, and the balance or residue not required for this purpose shall be restored and paid to the said parties of the first part hereto; provided nevertheless, that nothing herein contained shall prevent or preclude the said party of the second part from instituting any pro¬ ceeding at law or equity on this mortgage which they may deem neces¬ sary or expedient for the benefit of the holders of the said loan; and provided also, and it is hereby expressly understood and agreed to, by all the parties hereto, that if at any time during the continuance of this mortgage, the party of the first part hereto (with the concurrence of the party of the second part, their successor or successors in the trust) shall deem it advantageous to the interest of the said company to sell and dispose of any of their said depots and grounds belonging thereto, or any other of their real estate situate as aforesaid, then and in such case, it shall and may be lawful for the said party of the second part, their suc¬ cessor or successors in the trust, to execute to the party of the first part, and to the purchaser or purchasers thereof a full and entire release and discharge of the lien of this mortgage on or upon the same; but the said party of the first part shall have the right to sell, exchange, dispose of and renew any of their engines, cars, machinery and other of their personal property whenever, from time to time, it shall be necessary in good faith to do so for the interest and welfare of the road and the profitable and discreet management thereof, without the concurrence of said trustees or their successor or successors in the trust, and any other real estate, situate as aforesaid, and personal estate wheresoever situate, which shall or may be purchased, and all improvements that may be hereafter made by the said the Pittsburgh and Steubenville Railroad l 80 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Company during the continuance of this mortgage, either with the avails of any such sale or sales as aforesaid, or with any part of said loan, or otherwise, such estate, real and personal, and all improvements so made on said road shall be deemed, held and taken to be a part of the mort¬ gaged premises, and the party of the second part hereto, their successors or successor in the trust, shall and may hold the same as part thereof upon the same trusts, and with the same powers, and subject to all the stipulations and agreements and conditions hereinbefore contained, to all intents and purposes as if the same were now herein specified and described; and for this purpose the party of the first part hereby prom¬ ises, covenants and agrees to and with the party of the second part, at their reasonable request, to make, execute and deliver valid and legal deeds, conveyances and assignment of all property, real and personal, that may be acquired by the said company subsequent to the date of this mortgage. And it is hereby further agreed and declared that in case either one or more of the said parties of the second part shall die or become incapable of acting during the continuance of this trust or shall wish to be discharged therefrom, then and in such case it shall and may be lawful for the said party of the first part thereto to nominate and appoint a person or persons to supply the place or places of the party or parties so dying, being incapable or being desirious of being dis¬ charged. Provided that the Supreme Court of Pennsylvania, upon peti¬ tion made of said party of the first part shall confirm such appointments, according to the laws of Pennsylvania, and thereupon such conveyance shall be executed, if necessary, by all necessary parties as will vest the premises in the remaining trustee or trustees, together with the person or persons so nominated, appointed and approved as aforesaid, their heirs, executors and administrators upon the same trusts and with the same powers, and subject to all the stipulations and conditions of this indenture or such as shall for the time being be in force, all which trusts, powers, stipulations and conditions, it is hereby agreed and de¬ clared, shall extend to, and shall be performed and exercised by such newly-appointed party or parties as they can or may, or could or might be by all the parties originally named herein as party of the second part; and the like nominations, appointments and approvals, shall and may be made, and shall and may be carried into effect, in like manner and as often as, from time to time, there may be occasion therefor and with the same effect as before mentioned, until this indenture of mortgage and the trusts thereof shall be fully satisfied, performed and extinguished and it is finally provided and agreed that when the said bonds or bond, hereby executed or intended so to be, shall be fully paid and satisfied or converted into stock as aforesaid, and the object and purposes of the trust hereby created have been accomplished and attained, this indenture shall cease, determine and become absolutely null and void. In witness whereof, the said the Pittsburgh and Steubenville Railroad Company have hereunto affixed their common or corporate seal, and the president of said company by virtue of the authority for that purpose vested in him, has hereunto affixed his signature and the secretary of said com- CORPORATE HISTORY. 181 pany has attested the execution of this mortgage, the day and year first before written. HENRY GRAFF, President of the Pittsburgh and Steubenville Railroad Co. Attest: [seal] CHARLES NAYLOR, Secretary of the Pittsburgh and Steubenville Railroad Co. Signed, sealed and delivered in presence of (the word Steubenville on the fourth line of second page being written over an erasure before the execution hereof) D. MITCHELL, JR.. N. BUCKMASTER. We accept the trusts and the conditions thereof in the above and fore¬ going indenture of mortgage contained without personal liability on our part. Witness our hands and seals at Pittsburgh, this twenty-fifth day of October, anno domini eighteen hundred and fifty-three. robt. Mcknight, [seal] Witness: ROBT. WOODS. [seal] D. MITCHELL, JR. JOHN A. WILSON, [seal] Acknowledged before N. Buckmaster, alderman, Pittsburgh, Pa., Octo¬ ber 25, 1853. Recorded, Allegheny county, Pa., October 26, 1853, Mortgage Record 26, page 10. Satisfaction of mortgage endorsed on mortgage record, Allegheny county, Pa. The bonds mentioned in the within mortgage having never been issued and the resolution authorizing them having been repealed. We, the trustees named in said mortgage, hereby enter satisfaction thereon in full. Witness our hands and seals the 7th day of February, A. D. 1855. ROBT. WOODS. [seal] robt. Mcknight, [seal] JOHN A. WILSON, [seal] Attest: Trustees. JAMES MITCHELL as to R. Woods and J. A. Wilson. Witness: L. Laving as to McKnight. MORTGAGE. Pittsburgh and Steubenville Railroad Company to J. Edgar Thomson, John Graham and Reuben Miller, Jr., Tbustees. Dated January 1 ,1855. Securing $800,000 bonds of $1000 each, dated January 1, 1855, payable January 1, 1865, bearing 7 per cent, interest. This indenture, made the first day of January, in the year of our Lord one thousand eight hundred and fifty-five, between the Pittsburgh and 182 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Steubenville Railroad Company, of the first part, and J. Edgar Thom¬ son, Esqr., of the city of Philadelphia, John Graham and Reuben Miller, Junior, Esqrs., of the city of Pittsburgh, in the commonwealth of Penn¬ sylvania, of the second part. Whereas, The said Pittsburgh and Steubenville Railroad Company, in pursuance of the powers, rights and privileges conferred by the act in¬ corporating said company and supplementary acts of the legislature of the commonwealth of Pennsylvania, and all and every other right, privi¬ lege and authority in that behalf enabling them to complete their rail¬ road, extend the works, provide locomotives, cars, machinery, depots and land therefor, have for the completion and equipment of their road authorized their president and secretary to execute in the corporate name of said company eight hundred bonds of one thousand dollars each, making altogether eight hundred thousand dollars, which bonds are to be numbered, from number “ one ” to number “ eight hundred ” in¬ clusive, to bear even date herewith, to be issued as is hereinafter men¬ tioned, and made payable on the first day of January, in the year of our Lord one thousand eight hundred and sixty-five, with interest at the rate of seven per centum per annum, payable semi-annually, on the first days of July and January, in each and every year, to Thomas S. Clarke, or bearer, or holder, on presentation and delivery of the proper coupon or interest warrant for the same in the city of New York. And the said railroad company did further authorize and direct the said coupons to be signed by the treasurer of the said company, and that the said bonds should be severally convertible, at the option of the holders in the capital stock of the company at par, at any time previous to the first day of January, one thousand eight hundred and sixty-five, and did authorize the execution of this mortgage for securing the full and final payment of the said bonds with interest as aforesaid. Now this indenture witnesseth, That the said Pittsburgh and Steuben¬ ville Railroad Company, party of the first part, as well for and in con¬ sideration of the premises and for the better securing the payment of the aforesaid bonds and interest to accrue thereon, as aforesaid, and also in consideration of the sum of one dollar unto them in hand paid by the said parties of the second part hereto, at or before the sealing and delivery hereof, the receipt whereof is hereby acknowledged, have granted, bargained, sold, assigned, transferred, aliened, enfeoffed, re¬ leased, conveyed and confirmed, and by these presents do grant, bargain, sell, assign, transfer, alien, enfeoff, release, convey and confirm, unto the said J. Edgar Thomson, John Graham and Reuben Miller, Junior, party of the second part hereto, their heirs, executors, administrators and assigns, as joint tenants, and not as tenants in common, the whole of their said railroad, together with the lands, depots, depot grounds and buildings situated between and at the termini of their railway at the city of Pittsburgh and the boundary line of the state of Virginia, in the counties of Allegheny and Washington, in the state of Pennsylvania, and also all the property and franchises, and all the tolls, issues, income and profits of the said company hereafter derived to them from the use of or travel on their said road, or any part thereof, and also the cars, en- CORPORATE HISTORY. 183 gines, locomotives, tenders, horses or other things used in the business and management of said railroad. To have and to hold, all and singular the estate, hereditaments and premises hereby granted, or intended so to be, with the appurtenances, unto the said party of the second part hereto, their heirs, executors, administrators and assigns, and to the survivors and survivor of them, and to the heirs, executors, adminis¬ trators and assigns of such survivors or survivor. In trust, nevertheless, for the benefit of the holders of said bonds, and for the better securing of the same, with the principal moneys therein respectively mentioned, and interest hereafter to accrue thereon as afore¬ said, under and subject to the conditions, provisions, stipulations and agreements hereinafter contained and set forth, that is to say: that the party of the first part hereto shall issue (to be secured by this mort¬ gage) eight hundred of said bonds, which are to be numbered from “ one ” to “ eight hundred ” inclusive as aforesaid, and are to bear even date with this indenture, and which may be converted by the holder or holders thereof into the capital stock of said company, at par, at any time from the date hereof, prior to the first day of January, in the year of our Lord one thousand eight hundred and sixty-five, sur¬ rendering the bond or bonds so held by said holder or holders, with the proper interest warrants or coupons thereunto annexed; and it is expressly understood and agreed that the proceeds of the sale of said bonds shall be applied to the construction and completion of said rail¬ road, its machinery and works: Provided further, and it is hereby also expressly understood and agreed by and between the parties hereto, that in case the said party of the first part hereto shall fail to pay the prin¬ cipal of said bonds, or any part thereof, or the interest thereon, as the same shall thereafter become due and payable as aforesaid, when de¬ manded, according to the tenor thereof, then after six months from such demand and default made, upon the request of the holder or holders of one-fourth in amount of said bonds, it shall and may be lawful for the said party of the second part, their successor or successors in the trust, to enter in and upon and take actual possession of all or any part of the premises hereby granted, and as trustee or trustees of the said party of the first part, by himself or themselves, as agent or agents, or substi¬ tute or substitutes duly constituted, have, use, employ and regulate the same, according to the rules and regulations and the lawful directions of the president and directors of the said company, and receive and collect the tolls, rents, income and profits of the said railroad and its appur¬ tenances, and after defraying thereout, from time to time, all such expenses as may be necessary to maintain the said railroad and the works and buildings connected therewith in good order and condition, and to supply, renew and repair engines, cars and machinery, and to pay counsel fees and other legal expenses of the said company and the expenses of this trust, to apply the same to the payment of the principal and interest of all such bonds as may be due and unpaid. And provided also, That if at any time hereafter it may be deemed expedient by the president and directors of said company, for the pur¬ pose of protecting the interest of the holders of said bonds, it shall and 184 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. may be lawful for said president and directors to deliver the actual possession as last mentioned of the said railroad and premises hereby granted, absolutely, as for a term certain to the said party of the second part, and for the said party of the second part to receive the same; and to collect and apply the tolls, income and rents as last above mentioned, and for the said president and directors to resume again the possession of the same. And provided further, that if in case of a failure to pay the principal and interest of said bonds as aforesaid, one-fourth in amount of all the loanholders under this mortgage shall demand in writing that the premises hereby granted with the appurtenances be sold, then it shall and may be lawful for the said party of the second part, their successor or successors in the trust to proceed and sell the premises aforesaid with the appurtenances at public auction in the city of Pitts¬ burgh, first giving at least sixty days’ notice of the time, place and terms of sale and of the specific property to be sold by publishing the same in newspapers of good circulation in the cities of Philadelphia, New York and Pittsburgh, and the counties and principal towns through which the said railway passes; and as their proper act and deed, sign, seal, acknowledge and deliver a good and sufficient conveyance for the same as the premises are now held by the said company, which shall be a bar to the said party of the first part, their successors and assigns and all other persons claiming under them of all right, interest or claim in and to the premises aforesaid, or any part thereof, and the proceeds of such sale, after deducting the costs and expenses thereof, and the expenses of this trust, to pay pro rata among the holders of all the loans under this mortgage, and the balance or residue not required for this purpose shall be restored and paid to the said party of the first part hereto; provided nevertheless, that nothing herein contained shall prevent or preclude the said party of the second part from instituting any proceeding at law or equity on this mortgage which they may deem necessary or expedient for the benefit of the holders of the said loan; provided also, and it is hereby expressly understood and agreed to, by all the parties hereto, that if at any time during the continuance of this mortgage, the party of the first part hereto (with the concurrence of the party of the second part, their successor or successors in the trust) shall deem it advantageous to the interest of the said company to sell and dispose of any of their said depots and grounds belonging thereto, or any other of their real estate situate as aforesaid, then and in such case, it shall and may be lawful for the said party of the second part, their successor or successors in the trust, to execute to the party of the first part, and to the purchaser or purchasers thereof a full and entire release and discharge of the lien of this mortgage in or upon the same; but the said party of the first part shall have the right to sell, exchange, dispose of and renew any of their engines, cars, machinery and other of their personal property whenever, from time to time, it shall be necessary in good faith to do so for the interests and welfare of the road and the profitable and discreet management of the same, without the concur¬ rence of the said trustees or their successor or successors in the trust; and any other real estate, situate as aforesaid, and personal estate where- CORPORATE HISTORY. 185, soever situate which shall or may be purchased, and all improvements that may be hereafter made by the said Pittsburgh and Steubenville Rail¬ road Company during the continuance of this mortgage, either with the avails of any such sale or sales as aforesaid, or with any part of said loan, or otherwise, such estate, real and personal, and all improvements so made on said road shall be deemed, held and taken to be a part of the mortgaged premises, and the party of the second part hereto, their successors or successor in the trust, shall and may hold the same as part thereof upon the same trusts, and with the same powers, and subject to all the stipulations and agreements and conditions hereinbefore con¬ tained, to all intents and purposes as if the same were now herein, specified and described; and for this purpose the party of the first part hereby promises and agrees and covenants to and with the said party of the second part, at their reasonable request, to make, execute and deliver valid and legal deeds, conveyances and assignments of all prop¬ erty, real and personal, that may be acquired by the said company sub¬ sequent to the date of this mortgage. And it is further agreed and declared that in case either one or more of the said parties of the second part shall die or become incapable of acting during the continuance of this trust or shall wish to be discharged therefrom, then and in such case it shall and may be lawful for the said party of the first part hereto to nominate and appoint a person or persons to supply the place or places of the party or parties so dying, being incapable or being desirous, of being discharged. Provided that the Supreme Court of Pennsylvania, upon petition made by said party of the first part shall confirm such appointments, according to the laws of Pennsylvania, and thereupon such conveyance shall be executed, if necessary, by all necessary parties as will vest the premises in the remaining trustee or trustees, together with the person or persons so nominated, appointed and approved as aforesaid, their heirs, executors and administrators upon the same trusts and with the same powers, and subject to all the stipulations and conditions of this indenture, or such as shall for the time being be in force; all which trusts, powers, stipulations and conditions, it is hereby agreed and declared, shall extend to, and shall be performed and exer¬ cised by such newly appointed party or parties as they can or may, or could or might be by all the parties originally named herein as party of the second part; and the like nominations, appointments and approvals shall and may be made, and shall and may be carried into effect, in like manner and as often as, from time to time, there may be occasion therefor and with the same effect as before mentioned, until this inden¬ ture of mortgage and the trusts thereof shall be fully satisfied, performed and extinguished. And it is finally provided and agreed that when the said bonds or loans hereby secured or intended so to be shall be fully paid and satisfied or converted into stock as aforesaid, and the object and purposes of the trust hereby created have been accomplished and attained, this indenture shall cease, determine and become absolutely null and void. In witness whereof, The Pittsburgh and Steubenville Railroad Com¬ pany have hereunto affixed their common or corporate seal; and the president of the said company by virtue of the authority for that purpose l86 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. vested in him, has hereunto affixed his signature; and the secretary of said company has attested the execution of this mortgage, the day and year first before written. [seal] JAMES S. CRAFT, President of the Pittsburgh and Steubenville Railroad Company. Attest: SIDNEY F. VON BONNHORST, Secretary of the Pittsburgh and Steubenville Railroad Company. Sealed and delivered in the presence of D. MITCHELL, Jr. We accept the trusts and the conditions hereof as contained in the above and foregoing indenture of mortgage. Witness our hands and seals this day of , Anno Domini eighteen hundred and fifty-five. J. EDGAR THOMSON, [l. s.] Witness JOHN GRAHAM, [l. s.] HERMAN J. LOMBAERT. R. MILLER, Jr. [l. s.] Acknowledged before Thomas Steele, alderman, Pittsburgh, Pa., Feb¬ ruary 15, 1855. Recorded, Washington county, Pa., February 23, 1855, Mortgage Book 2, page 43; also recorded in Allegheny county. Satisfaction of mortgage endorsed on margin of Record, Allegheny county, Pa. We, J. Edgar Thomson, John Graham and Reuben Miller, Jr., mortgagees and trustees within named by our attorney in fact, Luke Loomis, duly authorized by letter of attorney, dated January 30th, 1857, and recorded in this office in power of attorney book, vol. 2, page 239, do acknowledge satisfaction in full of the within mortgage and of the bonds secured thereby. Witness our hands and seals by our attorney in fact this 15th day of January, A. D. 1857. J. EDGAR THOMSON, [seal] JOHN GRAHAM, [seal] Witness REUBEN MILLER, Jr., [seal] JAMES MITCHELL. by attorney in fact, Luke Loomis. Satisfaction of mortgage recorded in Washington county, January 16, 1857. FIRST MORTGAGE. Pittsburgh and Steubenville Railroad Company to Thomas McElrath, Trustee. Dated August 1, 1856. Securing $1,000,000 bonds of $1000 each, dated August 1, 1856, payable August 1, 1881, bearing 7 per cent, interest. This indenture, made the first day of August, in the year of our Lord one thousand eight hundred and fifty-six, between the Pittsburgh and CORPORATE HISTORY. 187 Steubenville Railroad Company, of the first part, and Thomas McElrath, of the city of New York, banker, party of the second part. Whereas, The said Pittsburgh and Steubenville Railroad Company, in pursuance of the powers, rights and privileges conferred by the act in¬ corporating said company, and supplementary acts of the legislature of the commonwealth of Pennsylvania, and all and every other right, privi¬ lege and authority in that behalf enabling them to complete their rail¬ road, extend the works, provide locomotives, cars, machinery, depots and land therefor, have for the completion and equipment of their road authorized their president and secretary to execute in the corporate name of said company one thousand bonds of one thousand dollars each, making altogether one million dollars, which bonds are to be numbered from number “ one ” to number “ one thousand ” inclusive, to bear even date herewith, to be issued as is hereinafter mentioned and made payable on the first day of August, in the year of our Lord one thousand eight hundred and eighty-one, with interest at the rate of seven per cent, per annum, payable semi-annually on the first days of February and August in each and every year to A. M. Clark or bearer on presentation and delivery of the proper coupon or interest warrant for the same in the city of New York; and the said railroad company did further authorize and direct the said coupons to be signed by the treasurer of the said company, and that the said bonds should be severally convertible at the option of the holder into the capital stock of the company, at par, at. any time previous to the first day of August, one thousand eight hundred and eighty-one, and did authorize the execution of this mortgage for securing the full and final payment of the said bonds with interest as aforesaid. Now this indenture witnesseth, That the said Pittsburgh and Steuben¬ ville Railroad Company, party of the first part, as well for and in con¬ sideration of the premises and for the better securing the payment of the aforesaid bonds and interest to accrue thereon, as aforesaid, and also in consideration of the sum of one dollar unto them in hand paid by the said party of the second part hereto at or before the sealing and delivery hereof, the receipt whereof is hereby acknowledged, have granted, bargained, sold, assigned, transferred, aliened, enfeoffed, released, con¬ veyed and confirmed, and by these presents do grant, bargain, sell, assign, transfer, alien, enfeoff, release, convey and confirm unto the said Thomas McElrath, party of the second part hereto, his successors and assigns the whole of their railroad, together with the lands, depots, depot grounds and buildings situated between and at the termini of their railway at the city of Pittsburgh and the boundary line of the state of Virginia, in the counties of Allegheny and Washington, in the state of Pennsylvania, and also all the property and franchises, and all the tolls, issues, income and profits of the said company hereafter derived to them from the use of or travel on their said road or any part thereof, and also all the cars, engines, locomotives, tenders, horses or other things used in the business and management of said railroads. To have and to hold all and singular the estate, hereditaments and premises hereby granted, or intended so to be, with the appurtenances unto the said party of the second part hereto, l88 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. his heirs, executors, administrators, his successors and assigns, and to the survivors and survivor of them, and to their heirs, executors, ad¬ ministrators and assigns. In trust, nevertheless, for the benefit of the holders of said bonds and for the better securing of the same, with the principal moneys therein respectively mentioned and interest hereafter to accrue thereon as afore¬ said under and subject to the conditions, provisions, stipulations and agreements hereinafter contained and set forth, that is to say, that the party of the first part hereto shall issue (to be secured by this mortgage) one thousand bonds, which are to be numbered from “ one ” to “ one thousand ” inclusive as aforesaid, and are to bear even date with this indenture, and which may be converted by the holder or holders thereof into the capital stock of said company, at par, at any time from the date hereof prior to the first day of August, in the year of our Lord one thousand eight hundred and eighty-one, surrendering the bond or bonds so held by said holder or holders with the proper interest warrants or coupons thereunto annexed. And it is expressly understood and agreed that the proceeds of the sale of said bonds shall be applied to the con¬ struction and completion of said railroad, its machinery and works. Provided further, and it is hereby also expressly understood and agreed by and between the parties hereto that in case the said party of the first part hereto shall fail to pay the principal of said bonds, or any part thereof, or the interest thereon, as the same shall thereafter become due and payable as aforesaid when demanded according to the tenor thereof, then after six months from such demand and default made upon the request of the holder or holders of one-fourth in amount of said bonds, it shall and may be lawful for the said party of the second part, his successor or successors in the trust, to enter in and upon and take actual possession of all or any part of the premises hereby granted, and as trustee or trustees of the said party of the first part, by himself or them¬ selves as agent or agents, or substitute or substitutes, duly constituted, have, use, employ and regulate the same according to the rules and regulations and the lawful directions of the president and directors of the said company and receive and collect the tolls, rents, income and profits of the said railroad and its appurtenances, and afte r defraying thereout, from time to time, all such expenses as may be necessary to maintain the said railroad and the works and buildings connected there¬ with in good order and condition, and to supply, renew and repair en¬ gines, cars and machinery, and to pay counsel fees and other legal expenses of the said company and the expenses of this trust, to apply the same to the payment of the principal and interest of all such bonds as may be due and unpaid. And provided also, that if at any time hereafter it may be deemed expedient by the president and directors of said company for the pur¬ pose of protecting the interest of the holders of said bonds, it shall and may be lawful for said president and directors to deliver the actual pos¬ session as last mentioned of the said railroad and premises hereby granted absolutely as for a term certain to the said party of the second part and for said party of the second part to receive the same and to collect and apply the tolls, income and rents as last above mentioned. CORPORATE HISTORY. 189 and for the said president and directors to resume again the possession of the same. And provided further, That if in case of a failure to pay the principal and interest of said bonds as aforesaid, one-fourth in amount of all the loanholders under this mortgage shall demand in writing that the prem¬ ises hereby granted, with the appurtenances, be sold, then it shall and may be lawful for the said party of the second part, his successor or successors in the trust to proceed and sell the premises aforesaid with the appurtenances at public auction in the city of Pittsburgh, first giving at least sixty days notice of the time and place and terms of sale and of the specific property to be sold by publishing the same in newspapers of good circulation in the cities of Philadelphia, New York, Pittsburgh and the counties and principal towns through which the said railway passes; and as his or their proper act and deed, sign, seal, acknowledge and deliver a good ancj sufficient conveyance for the same as the premises are now held by the said company, which shall be a bar to the said party of the first part, its successors and assigns, and all other persons claiming under it or them of all right, interest or claim in and to the premises aforesaid, or any part thereof, and the proceeds of such sale, after deduct¬ ing the costs and expenses thereof, and the expenses of this trust, to pay pro rata among the holders of all the loans under this mortgage, and the balance or residue not required for this purpose shall be restored and paid to the said party of the first part hereto; provided, nevertheless, that nothing herein contained shall prevent or preclude the said party of the second part from instituting any proceeding at law or equity on this mortgage which they may deem necessary or expedient for the bene¬ fit of the holders of the said loan. Provided also, and it is hereby expressly understood and agreed to by all the parties hereto, that if at any time during the continuance of this mortgage the party of the first part hereto (with the concurrence of the party of the second part, his successor or successors in the trust) shall deem it advantageous to the interest of the said company to sell and dispose of any of their said depots and grounds belonging thereto or any other of their real estate situate as aforesaid, then and in such case it shall and may be lawful for the said party of the second part, his successor or successors in the trust to execute to the party of the first part and to the purchaser or purchasers thereof a full and entire release and discharge of the lien of this mort¬ gage on or upon the same; that the said party of the first part shall have the right to sell or exchange, dispose of and renew any of their engines, cars, machinery and other of their personal property whenever from time to time it shall be necessary in good faith to do so for the interests and welfare of the road and the profitable and discreet management of the same without the concurrence of the said trustee or his successor or successors in the trust and any other real estate situate as aforesaid and personal estate wherever situate which shall or may be purchased, and all improvements that may be hereafter made by the said the Pittsburgh and Steubenville Railroad Company during the continuance of this mort¬ gage, either with the avails of any such sale or sales as aforesaid, or with any part of said loan or otherwise, such estate, real and personal, and all improvements so made on said road shall be deemed, held and 190 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. taken to be a part of the mortgaged premises, and the party of the second part hereto, his successor or successors in the trust, shall and may hold the same as part thereof upon the same trusts and with the same powers and subject to all the stipulations and agreements and conditions here¬ inbefore contained to all intents and purposes as if the same were now herein specified and described, and for this purpose the party of the first part hereby promises and agrees and covenants to and with the said party of the second part at his reasonable request to make, execute and deliver valid and legal deeds, conveyances and assignments of all prop¬ erty, real and personal, that may be acquired by the said company sub¬ sequent to the date of this mortgage. And it is further agreed and declared that in case said party of the second part shall die or become incapable of acting during the continu¬ ance of this trust or shall wish to be discharged therefrom, then and in such case it shall and may be lawful for the said parly of the first part hereto to nominate and appoint a person or persons to supply the place of the party of the second part. Provided that the Supreme Court of Penn¬ sylvania, upon petition made by said party of the first part, shall confirm such appointment according to the laws of Pennsylvania, and thereupon such conveyance shall be executed, if necessary, by all necessary parties as will vest the premises in the person or persons so nominated, appointed and approved as aforesaid as his or their successor or successors upon the same trusts and with the same powers and subject to all the stipulations and conditions of this indenture, or such as shall for the time being be in force, all which trusts, powers, stipulations and conditions it is hereby agreed and declared shall extend to and shall be performed and exercised by such newly appointed party or parties as they can or may or could or might be by the party originally named herein as party of the second part, and the like nominations, appointments and approvals shall and may be made and shall and may be carried into effect in like manner and as often as from time to time there may be occasion therefor and with the same effect as before mentioned until this indenture of mortgage and the trusts thereof shall be fully satisfied, performed and extinguished. And it is finally provided and agreed that when the said bonds or loans hereby secured or intended so to be shall be fully paid and satis¬ fied or converted into stock as aforesaid, and the object and purposes of the trust hereby created have been accomplished and attained, this indenture shall cease, determine and become absolutely null and void. In witness whereof the Pittsburgh and Steubenville Railroad Company have hereunto affixed their common or corporate seal; and the presi¬ dent of the said company, by virtue of the authority for that purpose vested in him has hereunto affixed his signature; and the secretary of said company has attested the execution of this mortgage, the day and year first before written. This being the original mortgage of which a duplicate has been executed of even tenor and date herewith. [seal] ISAAC JONES, President of the Pittsburgh and Steubenville Railroad Company. Attest: SIDNEY F. VON BONNHORST, Secretary of the Pittsburgh and Steubenville Railroad Company. Sealed and delivered in presence of: CORPORATE HISTORY. 191 I accept the trusts and the conditions hereof as contained in the above and foregoing indenture of mortgage. Witness my hand and seal this first day of August, in the year one thousand eight hundred and fifty-six. THOMAS McELRATH. Witnesses: R. A. FRASER, WM. TRUTLOW. Acknowledged before Thos. Steele, alderman, city of Pittsburgh, Oc- * tober 10, 1856, by Isaac Jones, Sidney F. Von Bonnhorst, and by Thomas McElrath before John Bissell, commissioner for Pennsylvania in New York, October 15, 1856. Recorded, Allegheny county, Pa., October 20, 1856, book 30, page 358. SECOND MORTGAGE. Pittsburgh and Steubenville Railroad Company to Ambrose W. Thompson and Daniel Tyler, Trustees. Dated August 1, 1856. Securing $500,000 bonds, $350,000 for $1000 each, $125,000 for $500 each, and $25,000 for 100 each, dated August 1, 1856, payable August 1, 1881, bearing 7 per cent, interest. This indenture, made the first day of August, in the year of our Lord one thousand eight hundred and fifty-six, between the Pittsburgh and Steubenville Railroad Company, of the first part and Ambrose W. Thomp¬ son, of the city of New York, and Daniel Tyler, of gentlemen, parties of the second part. Whereas, The said Pittsburgh and Steubenville Railroad Company, in pursuance of the powers, rights and privileges conferred by the act incorporating said company and supplementary acts of the legislature of the commonwealth of Pennsylvania, and all and every other right, privi¬ lege and authority in that behalf enabling them to complete their rail¬ road, extend the works, provide locomotives, cars, machinery, depots and land therefor, have for the completion and equipment of their road authorized their president and secretary to execute in the corporate name of said company three hundred and fifty bonds of one thousand dollars each, two hundred and fifty bonds of five hundred dollars each, and two hundred and fifty bonds of one hundred dollars each, making together the sum of five hundred thousand dollars, which bonds are to be num¬ bered from “ one ” to number “ eighteen hundred and fifty ” inclusive, to bear even date herewith, to be issued as is hereinafter mentioned and made payable on the first day of August, in the year of our Lord one thousand eight hundred and eighty-one, with interest at the rate of seven per cent, per annum, payable semi-annually, on the first days of February and August in each and every year to A. M. Clark or bearer on presentation and delivery of the proper coupon or interest warrant for the same in the city of New York, and the said railroad company did 192 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. further authorize and direct the said coupons to be signed by the treas¬ urer of the said company, and that the said bonds should be severally convertible at the option of the holder into the capital stock of the com¬ pany at par, at any time previous to the first day of August, one thousand eight hundred and eighty-one, and did authorize the execution of this mortgage for securing the full and final payment of the said bonds with interest as aforesaid. Now this indenture witnesseth, That the said Pittsburgh and Steuben¬ ville Railroad Company, party of the first part, as well for and in con¬ sideration of the premises and for the better securing the payment of the aforesaid bonds and interest to accrue thereon, as aforesaid, and also in consideration of the sum of one dollar unto them in hand paid by the said parties of the second part hereto at or before the sealing and de¬ livery hereof, the receipt whereof is hereby acknowledged, have granted, bargained, sold, assigned, transferred, aliened, enfeoffed, released, con¬ veyed and confirmed, and by these presents do grant, bargain, sell, assign, transfer, alien, enfeoff, release, convey and confirm unto the said parties of the second part and the survivor of them, their or his succes¬ sors and assigns the whole of their railroad, together with the lands, depots, depot grounds and buildings situated between and at the termini of their railway at the city of Pittsburgh and the boundary line of the state of Virginia, in the counties of Allegheny and Washington, in the state of Pennsylvania, and also all the property and franchises, and all the tolls, issues, income and profits of the said company hereafter derived to them from the use of or travel on their said road or any part thereof, and also all the cars, engines, locomotives, tenders, turn-tables, machinery, tools and railroad implements, horses or other things used in the busi¬ ness and management of said railroad, and also all the interest of said rail¬ road in property held in trust for them or for their benefit. To have and to hold all and singular the estate, hereditaments and premises hereby granted or intended so to be, with the appurtenances unto the said par¬ ties of the second part hereto, their heirs, executors, administrators, successors and assigns, and to the survivors and survivor of them and to the heirs, executors, administrators and assigns of such survivors and survivor (subject, however, to a certain mortgage bearing even date here¬ with made to Thomas McElrath to secure the payment of one thousand bonds of one thousand dollars each). In trust, nevertheless, for the benefit of the holders of said bonds and for the better securing of the same with the principal moneys therein respectively mentioned and interest hereafter to accrue thereon as afore¬ said, under and subject to the conditions, provisions, stipulations and agreements hereinafter contained and set forth, that is to say, that tHe party of the first part hereto shall issue (to be secured by this mortgage) eight hundred and fifty bonds, which are to be numbered from “ one ” to “ eight hundred and fifty ” inclusive as aforesaid and are to bear even date herewith and which may be converted by the holder or holders thereof into the capital stock of said company, at par, at any time from the date hereof, prior to the first day of August in the year of our Lord one thousand eight hundred and eighty-one, surrendering the bond or bonds so held by said holder or holders with the proper interest war- CORPORATE HISTORY. 193 rants or coupons thereunto annexed. And it is expressly understood and agreed that the proceeds of the sale of said bonds shall be applied to the construction and completion of said railroad, its machinery and works. Provided further, and it is hereby also expressly understood and agreed by and between the parties hereto that in case the said party of the first part hereto shall fail to pay the principal of said bonds, or any part thereof, or the interest thereon as the same shall thereafter become due and payable as aforesaid when demanded, according to the tenor thereof, then immediately upon such demand and default made upon the request of the holder or holders of one-fourth in amount of said bonds, it shall and may be lawful for the said parties of the second part, their successor or successors in the trust to enter in and upon and take actual possession of all or any part of the premises hereby granted, and as trustee or trustees of the said pany of the first part by himself or themselves, as agent or agents, or substitute or substitutes duly constituted have, use, employ and regulate the same according to the rules and regulations and the lawful directions of the president and directors of the said com¬ pany and receive and collect the tolls, rents, income and profits of the said railroad and its appurtenances, and after defraying thereout, from time to time, all such expenses as may be necessary to maintain the said railroad and the works and buildings connected therewith in good order and condition, and to supply, renew and repair engines, cars and machinery, and to pay counsel fees and other legal expenses of the said company and the expenses of this trust, to apply the same to the payment of the principal and interest of all such bonds as may be due and unpaid. And provided also that if at any time hereafter it may be deemed expedient by the president and directors of said company for the purpose of protecting the interest of the holders of said bonds, it shall and may be lawful for said president and directors to deliver the actual possession as last mentioned of the said railroad and premises hereby granted absolutely as for a term certain to the said parties of the second part and for the said parties of the second part to receive the same and to collect and apply the tolls, income and rents as last above mentioned and for the said president and directors to resume again the possession of the same. And provided further that if in case of a failure to pay the principal and interest of said bonds as aforesaid, one-fourth in amount of all the loanholders under this mortgage shall demand in writing that the premises hereby granted with the appurtenances be sold, then it shall and may be lawful for the said parties of the second part, their successor or successors in the trust to proceed and sell the premises aforesaid with the appurtenances at public auction in the city of Pittsbuigh, first giving at least sixty days’ notice of the time and place and terms of sale and of the specific property to be sold by publishing the same in newspapers of good circulation in the cities of Philadelphia, New York and Pitts¬ burgh, and as their proper act and deed sign, seal, acknowledge and deliver a good and sufficient conveyance for the same as the premises are now held by the said company, which shall be a bar to the said 1 3 194 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. party of the first part, its successors and assigns, and all other persons claiming under it or them of all right, interest or claim in and to the premises aforesaid, or any part thereof, and ss - I do hereby certify that the foregoing and annexed is a full, true and correct copy of the original, remaining on file and of record in this office. In testimony whereof, I have hereunto set my hand and caused the seal of the Secretary’s office to be affixed, the day and year above written. SEAL Secy’s Office, Penn’a. JOHN B. LINN, Deputy Secretary of the Commonwealth. In the name and by the authority of the commonwealth of Pennsylvania: John F. Hartrarift, Governor of the said commonwealth. To all to whom these presents shall come, sends greeting: Know ye, That the attestation or certificate hereunto attached is in due form and made by the proper officer, and that John B. Linn, whose name is subscribed thereto, was, at the time of subscribing the same, and now is, deputy secretary of the commonwealth, duly appointed and com¬ missioned, and full faith and credit are due and ought to be given to his official acts accordingly. 208 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Given under my hand and the great seal of the state, at Harrisburg, the 18th day of November, in the year of our Lord one thousand eight hun¬ dred and seventy-five, and of the commonwealth the one hundredth. J. F. HARTRANFT, Governor. By the Governor: M. S. QUAY, Secretary of the Commonwealth. An Act to Exempt the Pan Handle Railway Company from the Second Proviso of the First Section of an Act, Approved March Twenty-fourth, One Thousand Eight Hundred and Sixty-five, entitled “ An Act Supplementary to an Act Regu¬ lating Railroad Companies,’’ Approved February Nineteenth, One Thousand Eight Hundred and Forty-nine. Approved March 23, 1868. Section 1. That the second proviso of the first section of the act approved March twenty-fourth, one thousand eight hundred and sixty- five, entitled, “ An act supplementary to an act regulating railroad com¬ panies,” approved February nineteenth, one thousand eight hundred and forty-nine, as follows: “And provided further, that nothing in this act contained shall be taken to authorize the consolidation of any company or corporation of this commonwealth with that of any other state whose laws shall not also authorize the like consolidation,” shall not apply to the Pan Handle Railway Company, and that said company be and it is hereby exempted from the same. Pennsylvania Laws, 1868, p. 423. An Act Concerning the Sale of Railroads, Canals. Turnpikes, Bridges and Plank Roads. Approved April 8, 1861. Section 1. That whenever any railroad, canal, turnpike, bridge or plank road, of any corporation, created by or under any law of this state, shall be sold and conveyed under and by virtue of any process or decree of any court of this state, or of the Circuit Court of the United States, the person or persons for or on whose account such railroad, canal, turn¬ pike or plank road may be purchased, shall be and they are hereby con¬ stituted a body politic and corporate, and shall be vested with all the right, title, interest, property, possession, claim and demand, in law and equity, of, in and to such railroad, canal, turnpike, bridge or plank road, with its appurtenances, and with all the rights, powers, immunities, privileges and franchises of the corporation as whose the same may have been so sold, and which may have been granted to or conferred there¬ upon by any act or acts of Assembly whatsoever, in force at the time of such sale and conveyance, and subject to all the restrictions imposed upon such corporation by any such act or acts, except so far as the same are modified hereby; and the person for or on whose account any such rail- CORPORATE HISTORY. 209 road, canal, turnpike, bridge or plank road may have been purchased, shall meet, within thirty days after the conveyance thereof shall be de¬ livered, public notice of the time and place of such meeting having been given at least once a week, for two weeks, in at least one newspaper, published in the city or county in which such sale may have been held, and organize said new corporation, by electing a president and board of six directors (to continue in office until the first Monday of May suc¬ ceeding such meeting, when, and annually thereafter, on the said day, a like election for a president and six directors shall be held, to serve for one year), and shall adopt a corporate name and common seal, determine the amount of the capital stock thereof, and shall have power and authority to make and issue certificates therefor to the purchaser or purchasers aforesaid, to the amount of their respective interests therein, in shares of fifty- dollars each, and may then, or at any time thereafter, create and issue preferred stock to such an amount and on such terms as they may deem necessary, and from time to time to issue bonds, at a rate of interest not exceeding seven per cent., to any amount not exceed¬ ing their capital stock, and to secure the same by one or more mortgages upon the real and personal property and corporate rights and franchises, or either, or any part or parts thereof. Section 2. That it shall be the duty of such new corporation, within one calendar month after its organization, to make a certificate thereof, under its common seal, attested by the signature of its president, specify¬ ing the date of such organization, the name so adopted, the amount of capital stock, and the names of its president and directors, and transmit the said certificate to the Secretary of State at Harrisburg, to be filed in his office, and there remain of record; and a certified copy of such certificate so filed shall be evidence of the corporate existence of said new corporation. Pennsylvania Laws, 1861, p. 259. DEED . 1 Thomas McElrath to William J. Howard, Conveying the Fran¬ chises, Property, Etc., of the Pittsburgh and Steubenville Railroad Company. Dated December 7, 1867. To all to whom these presents shall come, Thomas McElrath, of the city of New York, in the state of New York, sends greeting: Whereas, The Pittsburgh and Steubenville Railroad Company, a cor¬ poration created by and existing under the laws of the state of Pennsyl¬ vania, did for the purpose of securing the payment of the principal and interest of one thousand bonds of the said company, for one thousand dollars each, amounting in all to the sum of one million of dollars, and in pursuance of the powers, rights, privileges and authority them in that be¬ half enabling, execute and deliver to the said party hereto of the first part, as mortgagee in trust for the holders of the said bonds, a mortgage of the whole of the railroad, together with the lands, depots, depot grounds and 1 The decrees of sale and confirmation of sale of the Pittsburgh and Steubenville Railroad are recited in this deed, beginning page 212. 14 210 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. buildings, situate between and at the termini of their railway at the city of Pittsburgh and the boundary line of the state of Virginia, in the counties of Allegheny and Washington, in the state of• Pennsylvania; and also all the property and franchises, and all the tolls, issues, income and profits of the said company hereafter derived to them from the use of or travel on their said road, or any part thereof; and also all the cars, engines, locomotives, tenders, horses, or other things used in the business and management of said railroad: and in which said mortgage it was, among other things, provided that any other real estate, situate as aforesaid, and personal estate, wherever situate, which should or might thereafter be purchased, and all improvements that might thereafter be made by the said Pittsburgh and Steubenville Railroad Company during the con¬ tinuance of the said mortgage, should be deemed, held and taken to be part of the mortgaged premises, as in and by reference to the said mort¬ gage, bearing date the first day of August, in the year of our Lord one thousand eight hundred and fifty-six, duly executed and acknowl¬ edged, and recorded in the office for recording deeds, &c., in the county of Allegheny, in^the state of Pennsylvania, and in the counties of Brooke and Hancock, in the state of West Virginia, will duly appear; And whereas, The railroad of the Pittsburgh and Steubenville Rail¬ road Company extends from the south side of the Washington turnpike road, in the borough of South Pittsburgh, on the south side of the Monongahela river, opposite to the city of Pittsburgh, in the county of Allegheny, and state of Pennsylvania, to a point near the easterly side of the Ohio river, nearly opposite the town of Steubenville, in the state of Ohio, and there connects with a railroad crossing the Ohio river on the bridge there constructed, and the legal title to the land on which that portion of the said railroad, situate in the state of West Virginia, with all its appurtenances, are constructed, was, at the date of the execution and delivery of the said mortgage, held in trust by Isaac Jones, and the entire railroad of the said Pittsburgh and Steubenville Railroad Com¬ pany, including that part in the state of West Virginia, was, at the date of the entry of the decree hereinafter mentioned, in the possession of the Western Transportation Company, as lessees of the said Pittsburgh and Steubenville Railroad Company; And whereas, The said Pittsburgh and Steubenville Railroad Company having made default in the payment of the interest of the bonds secured by said mortgage, after demand duly made for payment of the same, the said Thomas McElrath, party hereto of the first part, as mortgagee in trust in the said mortgage, and George Bradshaw, a holder of bonds secured by said mortgage, as well for themselves as such other holders of bonds secured by said mortgage, as, agreeing to contribute to the expenses of the suit, might become parties thereto, did file their bill in equity in the Supreme Court of Pennsylvania, for the Western District, number forty-two, of October and November term, eighteen hundred and sixty- five, against the Pittsburgh and Steubenville Railroad Company, and against Ambrose W. Thompson and Daniel Tyler, trustees named in a cer¬ tain indenture of mortgage, dated the first day of August, eighteen hundred and fifty-six, executed and delivered by the Pittsburgh and Steubenville CORPORATE HISTORY. 21 I Railroad Company, and against James Andrews and Charles T. Hotchkiss and Michael O’Hara, being some of a large number of persons, but sufficient to represent the class holders of certain evidences of debt of the Pittsburgh and Steubenville Railroad Company, commonly called cer¬ tificates of indebtedness, and against John McBrown and Hugh Woods, claiming to have a lien on the premises described in the mortgage of which complainant is trustee, and which lien is now claimed as belonging in various portions, to E. P. Jones, Robert Woods, William H. Kirk¬ patrick, G. Metzgar and Nathaniel Ballentyne; and against Abraham Nicholson and William S. Manfull, also claiming to have a lien on the premises described in said mortgage; and against Edgar B. Todd, Curtis B. M. Smith, John Burton, Edward McGinnis, John Kerwin, John H. Sawyer, B. C. Sawyer, B. C. Sawyer, Jr., N. P. Sawyer, Jacob Kaufman and David Mitchell, Jr., judgment creditors of the said Pittsburgh and Steubenville Railroad Company; and against the Western Transporta¬ tion Company, claiming to be lessees of, and in somewise interested in said mortgaged premises, and claim to be creditors thereof, and as holders of certain bonds commonly called income bonds; and against the Chartiers Valley Railroad Company, claiming some interest in the premises mortgaged by alleged contract with the Pittsburgh and Steuben¬ ville Railroad Company, and against the city of Pittsburgh, claiming some interest in the mortgaged premises and in and by their said bill, did pray that it might be decreed: First. That the said mortgage, dated the first day of August, eighteen hundred and fifty-six, and in which the said Thomas McElrath was named as trustee, has the first lien on the premises thereby mortgaged or therein mentioned, and that the holders of the bonds thereby intended to be secured were entitled to the benefits of all the rights and securities thereby given, and that the same might be made and decreed to be effectual and valid and binding upon the said railroad, its tolls, property, income and effects. Second. That the amount due upon the said bonds, principal and in¬ terest, intended to be secured by the said mortgage, should, at such time and in such manner as the court might direct, be ascertained and deter¬ mined. Third. That a decree should be entered directing the defendant, the Pittsburgh and Steubenville Railroad Company, to pay what should appear to be due upon taking such account by a short day to be named by the court. Fourth. That in default of such payment, it should be decreed that the defendants, and all persons claiming under them, should be absolutely barred and foreclosed of and from all right and equity of redemption in and to the said premises, or that a decree should be entered directing a sale of the whole of the premises mortgaged or intended so to be, at such time and in such manner, by such master or other officer or person, and the purchase money thereof to be paid or adjusted or settled as the court might direct, appoint and deem proper. And whereas, It was so proceeded in the said suit, after the record thereof had been duly certified to and filed with the prothonotary of the 212 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Supreme Court of Pennsylvania, for the Eastern District, the same being there entitled number forty-nine of January term, eighteen hundred and sixty-six, of the said Eastern District. That, ^pn the twenty-ninth day of May, in the year of our Lord eighteen hundred and sixty-seven, it was finally ordered and decreed by the said Supreme Court, as follows: And now, the twenty-ninth day of May, eighteen hundred and sixty- seven, this cause having been heard on bill, answer and proofs, and the report of the master thereon having been argued by counsel, it is formally ordered, adjudged and decreed, any previous order inconsistent herewith to the contrary notwithstanding: First. That the mortgage in the bill of complaint mentioned, dated the first day of August, eighteen hundred and fifty-six, executed by the Pittsburgh and Steubenville Railroad Company, and of which Exhibit A, annexed to the said bill, is a true copy, is the first lien upon the railroad, tolls, franchises, property, income, estates and premises therein men¬ tioned, referred to or described, and is effectual, valid and binding thereon, and that the holders of the bonds secured by said mortgage are entitled to the benefit of all the rights and securities thereby confessed. Second. That the principal of the bonds, secured by the said first mortgage, is one million of dollars, and that, on the tenth day of January, eighteen hundred and sixty-seven, there were coupons of the said bonds due and unpaid amounting to six hundred and sixty-five thousand seven hundred and thirty-five dollars ($665,735), and that there was also in¬ terest due on said unpaid coupons amounting at said date to one hundred and ninety-nine thousand four hundred and ninety-nine dollars and six cents ($199,499.06), making due in all, for unpaid coupons secured by said first mortgage, with interest thereon to said date, eight hundred and sixty-five thousand two hundred and thirty-four dollars and six cents ($865,234.06). Third. That the said the Pittsburgh and Steubenville Railroad Com¬ pany do pay to Thomas McElrath, the trustee in the said mortgage men¬ tioned, within ninety days after the entry of this decree, the said sum of eight hundred and sixty-five thousand two hundred and thirty-four dollars and six cents ($865,234.06) so as aforesaid ascertained and decreed to be due on the said tenth day of January, eighteen hundred and sixtv-seven. Fourth. That in default of such payment within the period aforesaid, the railroad, property, estates, premises, appurtenances and franchises conveyed by said mortgage to the said Thomas McElrath, named therein, including all the estate, right, title, interest, claim and demand of the said Pittsburgh and Steubenville Railroad Company of and in that por¬ tion of the railroad operated and run by the said company, through their lessees, in the state of West Virginia, between the boundary line of the state of Pennsylvania, at the easterly end, and the river Ohio at the westerly end, which passed to them under and by force of the terms and intent of the said mortgage, be exposed to sale by public vendue or outcry, as one entire lot, in the city of Pittsburgh, by the said Thomas McElrath, to whom all needful authority for that purpose is hereby given, after notice of the time and place and conditions of sale, and of the property to be sold, shall have been given by advertisement, inserted CORPORATE HISTORY. 213 at least once a week, in one newspaper published in each of the cities of Pittsburgh, Philadelphia and New York, and the town of Steubenville, in the state of Ohio, respectively, for at least nine weeks prior to the day appointed for the sale, and that the said advertisement shall be in the form set out in the schedule hereto annexed and made part of this decree, and that the following be the terms and conditions of sale: The property will be struck off to the highest and best bidder, upon his sign¬ ing the conditions of sale. Twenty-five thousand dollars of the purchase money shall be paid in cash when the property is struck off, and the balance within twenty days thereafter: Provided, however, that if the purchaser or purchasers arc the holders of bonds and matured coupons, or either, secured by the aforesaid first mortgage, he or they shall be and are hereby authorized to receipt to the said Thomas McElrath for the dividend of the said balance of purchase money payable on the said bonds and matured coupons, or either, the sum thus receipted for to be con¬ sidered as paid in cash to the said Thomas McElrath, and the said receipt to be an acquittance and discharge to him from all liability for the same; the said bonds or coupons to be delivered at the time of such receipt to the said Thomas McElrath, and to be returned by him to the holders after the dividend thus receipted for shall have been endorsed thereon; the accrued interest on the said coupons, from the date of their maturity, to be added to the principal in estimating the dividend payable thereon. In case the terms of sale are not complied with by the bidders to whom the property has been struck off, the next highest bidder at the sale, who shall have signed the conditions thereof, shall have the option of taking the property at his bid, upon paying or accounting, in the manner afore¬ said, for the amount thereof, within ten days after the expiration of the aforesaid twenty days from the day of sale; and when the said purchase money shall have been paid or receipted for, and the said sale shall have been confirmed by this court, upon return thereof being made by said Thomas McElrath to the court, then the said Thomas McElrath shall execute and deliver to the purchaser or purchasers of the said railroad, property, estates,, premises, appurtenances and franchises, a good and suf¬ ficient deed or deeds granting and conveying the same unto him or them, in fee simple, and the said purchaser or purchasers shall thereupon hold the same free and discharged from all liens or incumbrances whatever, and from any claim or demand of the Pittsburgh and Steubenville Railroad Company therein or thereto, by way of equity of redemption or otherwise; and the said Pittsburgh and Steubenville Railroad Company shall be from thenceforth absolutely debarred and foreclosed of and from any such claim or demand: and it is further ordered that the sum received in cash by the said Thomas McElrath, for or on account of the purchase money of the premises shall, after deducting all commissions, counsel fees, costs and expenses incurred by the complainants in this proceeding, be paid into court, to be distributed under such order or reference as may hereafter be made in respect thereto; and if any of the said purchase money shall have been adjusted by the receipts of holders of bonds or coupons as aforesaid, he shall file an account setting forth the same; and the said Thomas Mc¬ Elrath has leave to apply, from time to time, as he may be advised, for the 214 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. further direction of the court in carrying out the terms of this decree; and it is further ordered thaVthe cost of the suit be paid by the Pittsburgh and Steubenville Railroad Company. Schedule. In the Supreme Court of Pennsylvania, for the Eastern District. In equity. Thomas McElrath, et al. vs. The Pittsburgh and Steubenville Railroad Company, et al., of January term, eighteen hun¬ dred and sixty-six, number forty-nine. Whereas, The Pittsburgh and Steubenville Railroad Company, by a mortgage bearing date the first day of August, in the year of our Lord eighteen hundred and fifty-six, and duly recorded, did grant, assign and convey unto Thomas McElrath, his successors and assigns, the whole of the railroad, together with the lands, depot grounds and buildings, situate between and at the termini of their railway at the city of Pittsburgh and the boundary line of the state of Virginia, in the counties of Allegheny and Washington, in the state of Pennsylvania, and also all the property and franchises, and all the tolls, issues, income and profits of the said company thereafter to be derived to them from the use of or travel on their said road, or any part thereof; and also all the cars, en¬ gines, locomotives, tenders horses, or other things used in the business and management of the said railroad: To have and to hold, all and sin¬ gular the estate, hereditaments and premises hereby granted or intended so to be, with the appuftenances, unto the said Thomas McElrath, his heirs, executors, administrators, his successors and assigns, and to the survivor and survivors of them, and to their heirs, executors, adminis¬ trators and assigns, in trust, nevertheless, for the benefit of the holders of bonds of the said company to the amount of one million of dollars, viz.: One thousand bonds, for one thousand dollars each, of even date with the said mortgage, and for the better securing the same with the principal moneys herein respectively mentioned, and interest thereafter to accrue thereon: And whereas, it was provided in the said mortgage, that any other real estate, situate as aforesaid, and personal estate, wher¬ ever situate, which should or might be purchased, and all improvements that might thereafter be made by the said Pittsburgh and Steubenville Railroad Company during the continuance of said mortgage, should be deemed, held and taken to be part of the mortgaged premises: And whereas, by a decree entered by the Supreme Court of Pennsylvania in the above entitled cause, it was declared that the said mortgage was the first lien upon the railroad, tolls, franchises, property, income, estates and premises therein mentioned, referred to or described; and it was ordered that on default being made by the Pittsburgh and Steubenville Railroad Company in the payment, within the period fixed by the said decree, of the amount ascertained to be due and payable on the bonds secured by mortgage of the railroad, property, estates, premises, appur¬ tenances and franchises conveyed by the said mortgage, including all the estate, right, title, interest, claim and demand of the said Pittsburgh and Steubenville Railroad Company of and in that portion of the railroad operated and run by the said company, through their lessees, in the state of West Virginia, between the boundary line of the state of Penn¬ sylvania at the easterly end, and the state of Ohio at the westerly end, CORPORATE HISTORY. 215 which passed to the said Thomas McElrath under and by virtue of the terms and intent of said mortgage, should be exposed to sale by public vendue or outcry, as one entire lot, in the city of Pittsburgh, by the said Thomas McElrath, to whom all needful authority for that purpose was thereby given, upon the terms and conditions therein mentioned and here¬ inafter set forth: And whereas, default has been made by the said Pitts¬ burgh and Steubenville Railroad Company in the payment, as aforesaid, of the said amount: Now, therefore, notice is hereby given, that under and by virtue of the said decree, I, the said Thomas McElrath therein named, will, on the sixth day of November, in the year of our Lord one thousand eight hundred and sixty-seven, at 12 o’clock M., in the city of Pittsburgh, expose to public sale by vendue or outcry, the whole of the railroad, together with the lands, depots, depot grounds and buildings, situate between and at the termini of the railway of the Pittsburgh and Steubenville Railroad Company at the city of Pittsburgh and the boundary line of the state of West Virginia, in the counties of Allegheny and Washington, in the state of Pennsylvania; and also all the property and franchises, and all the tolls, issues, income and profits of the said com¬ pany, derivable from the use of or travel on their said road, or any part thereof; and also all the cars, engines, locomotives, tenders, horses, or other things used in the business or management of the said railroad; and also all the estate, right, title, interest, claim and demand of the said company, of and in that portion of the railroad operated and run by the said company, through their lessees, in the state of West Virginia, be¬ tween the boundary line of the state of Pennsylvania at the easterly end, and the Ohio river at the westerly end, which passed to the said Thomas McElrath under and by force of the terms and intent of the said mort¬ gage; and generally all the lands, rights of way, railways, rents, bridges, culverts, trestle works, buildings, structures, machinery, stations, depots, depot grounds, hereditaments and appurtenances, personal estate of every kind and description, corporate rights and franchises, granted, assigned and conveyed by the said mortgage or intended so to be. The railway above described as situate in the counties of Allegheny and Washington, in the state of Pennsylvania, begins on the south side of the Washington turnpike road, in the borough of South Pittsburgh, on the south side of the Monongahela river, opposite the city of Pittsburgh, at its point of connection with the Pittsburgh and Steubenville extension of the Penn¬ sylvania Railroad, and extends, for a distance of about thirty-three miles, to the western boundary line of the state, where it connects with the railroad in the state of West Virginia, above referred to, which latter railroad extends from the said point of connection, through the state of West Virginia, to a point near the eastwardly side of the Ohio river, nearly opposite the town of Steubenville, in the state of Ohio, and there connects with a railroad crossing the Ohio river on a bridge there con¬ structed. Terms of sale. The property will be struck off to the highest and best bidder, upon his signing the conditions of sale. Twenty-five thou¬ sand dollars of the purchase money shall be paid in cash, and the balance within twenty days thereafter; provided, however, that if the 216 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. purchaser or purchasers are the holders of bonds and matured coupons, or either, secured by the aforesaid first mortgage, he or they may receipt to the said Thomas McElrath for the dividend of said balance of purchase money payable on said bonds and matured coupons, or either, the sum thus receipted for to be considered as paid in cash on account of the said purchase money; the said bonds or coupons to be delivered at the time of such receipt to the said Thomas McElrath, and to be returned by him to the holders after the dividend thus receipted for shall have been en¬ dorsed thereon; the accrued interest on the said coupons, from the date of their maturity, to be added to the principal in estimating the dividend payable thereon. In case the terms of the sale are not complied with by the bidder to whom the property has been struck off, the next highest bidder at the sale, who shall have signed the conditions thereof, shall have the option of taking the property at his bid, upon paying or accounting, in manner aforesaid, for the amount thereof within ten days after the expiration of the aforesaid twenty days from the day of sale. When the purchase money shall have been paid or receipted for, and the sale confirmed by the court, the said Thomas McElrath will execute and deliver to the purchaser or purchasers a good and sufficient deed or deeds, conveying the premises unto him or them, in fee simple. McElrath vs. the Pittsburgh and Steubenville Railroad Company, forty- nine, January term, eighteen hundred and sixty-six. And now, May twenty-ninth, eighteen hundred and sixty-seven, on motion of Theodore Cuyler, for complainants, the within and foregoing decree is confirmed and approved by the court, and the court so order and decree as therein set forth, granting leave, nevertheless, to com¬ plainant to move the court, or the judges thereof, at Philadelphia, to shorten the time of ninety days in said decree prescribed for the payment to be made to complainant by the defendant, the Pittsburgh and Steuben¬ ville Railroad Company; And whereas, The said Pittsburgh and Steubenville Railroad Com¬ pany made default in complying with the said decree, and omitted to pay the said sum of eight hundred and sixty-five thousand two hundred and thirty-four dollars and six cents ($865,234.06), or any part thereof, to the said Thomas McElrath, within the period therein mentioned, or at any other time, and the said Thomas McElrath having given due and legal notice of the time and place, and terms of sale, in accordance with the said decree and schedule thereunto annexed, by advertisement published as in said decree directed, did on Wednesday, the sixth day of Novem¬ ber, in the year of our Lord one thousand eight hundred and sixty-seven, at twelve o’clock M., in the court house in the city of Pittsburgh, exposed the premises in the said schedule and hereinafter described to sale by public vendue or outcry, as one entire lot, and sold the same to William' J. Howard, of the city of Philadelphia, for the price or sum of one million nine hundred and sixty thousand dollars, he being the highest and best bidder, and that the highest and best price bid for the same; the said William J. Howard having signed the conditions of sale, and paid down the sum of twenty-five thousand dollars in cash, as required thereby; And whereas, The said Thomas McElrath did, on the said sixth day CORPORATE HISTORY. 217 of November, eighteen hundred and sixty-seven, make return of the said sale to the judges of the Supreme Court of Pennsylvania, and it was thereupon ordered and decreed, that unless cause to the contrary should be shown in the said court, the clerk of the said court should, on the twentieth day of November, instant, make entry that said sale should be confirmed absolutely, and that thereupon said sale should be decreed and taken to be absolutely confirmed, and should thereafter stand firm and stable, and the trustee, the said Thomas McElrath, should thereupon, upon being paid the balance of the purchase money, according to the terms of the decree theretofore made, execute a deed, or other good or sufficient assurance of title in the law, of the premises to said purchaser or his assigns; and it was further ordered, that notice of the order thus made should be given by publication for six days in the Pittsburgh Commercial and also in the Pittsburgh Chronicle; also by one insertion in the Pittsburgh Legal Journal; And whereas, The said notice, thus required, having been given by publication in the three newspapers aforesaid, and the petition of John Smith, Samuel McFarland and others, excepting to the confirmation of the said sale, having been presented to the said court, it was thereupon, on the twentieth day of November, in the year of our Lord one thousand eight hundred and sixty-seven, ordered by the said court as follows, to wit: And now, to wit, November twentieth, eighteen hundred and sixty- seven, it is ordered that the sale of the Pittsburgh and Steubenville Rail¬ road, made to William J. Howard, Esquire, for one million nine hundred and sixty thousand dollars, report whereof has heretofore been made to this court, be confirmed absolutely, without prejudice, however, to the right of John Smith, Samuel McFarland, John Russell, Thomas Huston, Joseph McKnight, G. Veneman, Doctor William Downan, William Criss, J. McBurney, W. and A. Proudfit and John McFarland, who have this day filed of record a statement of their several exceptions to the con¬ firmation of the sale aforesaid, to participate in the proceeds of sale; And whereas, The said William J. Howard did, within twenty days from the date of the said sale, account to the said Thomas McElrath for the balance of the said purchase money, partly by payment in cash and partly by receipting for the dividend thereof payable on bonds and coupons secured by the said mortgage, which were then held by the said William J. Howard, and delivering the said bonds and coupons to the said Thomas McElrath, to be endorsed with the payment of the said dividend, as provided by the aforesaid decree of the twenty-ninth day of May, in the year of our Lord one thousand eight hundred and sixty-seven: Now, know ye, That in consideration of the premises, and under and in pursuance of the said decree of the twenty-ninth day of May, in the year of our Lord one thousand eight hundred and sixty-seven, and of the authority thereby conferred, the said Thomas McElrath hath granted, bargained, sold, aliened, enfeoffed, released and confirmed, and by these presents doth grant, bargain, sell, alien, enfeoff, release and confirm, unto the said William J. Howard, his heirs, executors, administrators and assigns, the whole of the railroad, together with the lands, depots, 218 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. depot grounds and buildings, situate between and at the termini of the railway of the Pittsburgh and Steubenville Railroad Company, at the city of Pittsburgh and the boundary line of the state of West Virginia, in the counties of Allegheny and Washington, in the state of Pennsylvania; and also all the property and franchises, and all the tolls, issues, income and profits of the said company, derivable from the use of or travel on their said road, or any part thereof; and also all the cars, engines, locomo¬ tives, tenders, horses, or other things used in the business or manage¬ ment of said railroad; and also all the estate, right, title, interest, claim and demand of the said company of and in that portion of the railroad operated and run by the said company, through their lessees, in the state of West Virginia, between the boundary line of the state of Pennsylvania at the easterly end, and the river Ohio at the westerly end, which passed to the said Thomas McElrath under and by force of the terms and intent of the said mortgage; and generally all the lands, rights of way, railways, rails, bridges, culverts, trestle works, buildings, structures, machinery, stations, depots, depot grounds, hereditaments and appurtenances, per¬ sonal estate of every kind and description, corporate rights and fran¬ chises, granted, assigned and conveyed by the said mortgage, or intended so to be; to have and to hold the said premises hereby granted or men¬ tioned, or intended so to be, with the appurtenances, unto the said William J. Howard, his heirs, executors, administrators and assigns, to his and their only proper use and behoof forever, free and discharged from all liens and incumbrances whatever, and from any claim or demand of the said Pittsburgh and Steubenville Railroad Company thereon or thereto, by way of equity of redemption or otherwise, the said Pittsburgh and Steu¬ benville Railroad Company being absolutely debarred and foreclosed of and from any such claim or demand. In witness whereof, The said Thomas McElrath has hereunto set his hand and seal, this seventh day of December, in the year of our Lord one thousand eight hundred and sixty-seven (1867). THOMAS McELRATH, [seal] Sealed and delivered in the presence of JAMES E. GOWEN, THEO. CUYLER. Received, the day of the date of the above written deed poll, from the above named William J. Howard, the sum of one million nine hundred and sixty thousand dollars, being the full purchase money above men¬ tioned. THOMAS McELRATH. Witnesses: JAMES E. GOWEN, THEO. CUYLER. City and county of Philadelphia, ss. Before me, the subscriber, one of the judges of the Supreme Court of the state of Pennsylvania, personally appeared the within named Thomas McElrath, who, in due form of law, acknowledged the within written CORPORATE HISTORY. 219 deed poll to be his act and deed, to the end that the same might be recorded as such. In testimony whereof, I have hereunto set my hand and seal, this seventh day of December, in the year of our Lord one thousand eight hundred and sixty-seven. JAMES THOMPSON, [seal] Chief Justice Supreme Court of Pennsylvania. Deed recorded, Hancock county, W. Va., Sept. 4, 1877, Deed Book D, page 189; Brooke county, W. Va., Sept. 5, 1877, Deed Book 23, page 312; Washington county, Pa., Nov. 9, 1877, Deed Book 1, vol. 5, page 65; Allegheny county, Pa., May 11, 1880, vol. 406, page 12. Also recorded in Supreme Court for Eastern District of Pennsylvania, Deed Book J. R. S. No. 1, page 213. FIRST MORTGAGE. Pan Handle Railway Company to Thomas T. Firth, Trustee. Dated February 1, 1868. Securing $3,500,000 bonds, of which $3,000,000, Nos. 1 to 30, were for $100,000 each, and $500,000, numbered 31 to 530, for $1000 each, dated February 1, 1868, payable February 1, 1898, bearing 7 per cent, interest. This indenture, made the first day of February, in the year of our Lord one thousand eight hundred and sixty-eight, between the Pan Handle Railway Company, of the first part, and Thomas T. Firth, of the city of Philadelphia, of the second part. Whereas, The board of directors of the said party of the first part have, in pursuance of law and by the consent and direction of the stock¬ holders authorized the making and execution of bonds by the said party of the first part for the sum of three millions five hundred thousand ($3,500,000) dollars; that is to say, thirty bonds, to be numbered con¬ secutively from number 1 to number 30 inclusive, for one hundred thou¬ sand dollars each, of the form, tenor and effect as follows: United States of America. No.- Commonwealth of Pennsylvania. $100,000. Loan of three millions five hundred thousand dollars. Secured by first mortgage. The Pan Handle Railway Company. The Pan Handle Railway Company acknowledge themselves to be in¬ debted to Edmund Smith, or bearer, of the city of Philadelphia, his executors, administrators, successors or assigns in the sum of one hun¬ dred thousand dollars ($100,000) lawful money of the United States of America, which sum the said company promise to pay to the said Ed¬ mund Smith, his executors, administrators, successors or assigns, at the office of the Pennsylvania Railroad Company, in the city of Phila¬ delphia, on the first day of February, A. D. one thousand eight hundred and ninety-eight (1898), with interest thereon at the rate of seven per centum per annum, payable on the first day of August, A. D. 1868, and 220 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. semi-annually thereafter on the first days of the months of February and August in each year. This bond is one of a series of five hundred and thirty bonds, thirty whereof being from number i to number 30 inclusive, are for $100,000 each, and five hundred whereof, being from number 31 to number 530, both inclusive, are for $1000 each, all of which are secured by a mortgage of even date herewith (duly recorded) of the estate, real and personal, and franchises of the company therein mentioned, duly authorized and exe¬ cuted and delivered by said company to Thomas T. Firth, in trust, to secure the full and final payment of the same. The principal and interest of this bond are payable without deduction for any tax or taxes now or hereafter imposed thereon by the laws of the commonwealth of Pennsylvania for state purposes which the said company is or may be required by the laws of this commonwealth to retain therefrom, the said company hereby agreeing to pay the same. This bond is transferable by the holder thereof only in person or by attorney duly authorized, upon the , books of said company at their office in the city of Philadelphia. In witness whereof, the said company have caused these presents to be sealed with their corporate seal, duly attested at Philadelphia, state of Pennsylvania, this first day of February, A. D. one thousand eight hun¬ dred and sixty-eight (1868). J. EDGAR THOMSON, President. Attest: JOS. LESLEY, Secretary. This bond is one of the series above described, and is secured by a first mortgage, duly executed and recorded as above stated. THOS. T. FIRTH, Trustee. And five hundred bonds to be numbered consecutively from number 31 to number 530, both inclusive, for $1000 (one thousand dollars), each of the form, tenor and effect as follows: United States ofAmerica. No.- Commonwealth of Pennsylvania. $1000. Loan of three millions five hundred thousand dollars. Secured by first mortgage. The Pan Handle Railway Company. The Pan Handle Railway Company acknowledge themselves to be in¬ debted to Edmund Smith, Esqr., of the city of Philadelphia, his executors, administrators, successors or assigns in the sum of one thousand dollars ($1000) lawful money of the United States of America, which sum the said company promise to pay to the said Edmund Smith, Esq., his executors, administrators, successors or assigns at the office of the Pennsylvania Railroad Company, in the city of Philadelphia, on the first day of Feb¬ ruary, A. D. one thousand eight hundred and ninety-eight (1898), with interest thereon at the rate of seven per centum per annum, payable on the first day of August, A. D. 1868, and semi-annually thereafter on the first days of the months of February and August in each year. CORPORATE HISTORY. 221 This bond is one of a series of five hundred and thirty bonds, thirty whereof being number i to number 30 inclusive, are for $100,000 each, and five hundred whereof being from number 31 to number 530, both in¬ clusive, are for $1000 each, all of which are secured by a mortgage of even date herewith (duly recorded) of the estate, real and personal, and franchises of the said company therein mentioned, duly authorized and executed and delivered by said company to Thomas T. Firth, in trust, to secure the full and final payment of the same. The principal and interest of this bond are payable without deduction for any tax or taxes now or hereafter imposed thereon by the laws of the commonwealth of Pennsylvania for state purposes which the said com¬ pany is or may be required by the laws of this commonwealth to retain therefrom, the said company hereby agreeing to pay the same. This bond is transferable by the holder thereof only in person or by attorney duly authorized, upon the books of said company at their office in the city of Philadelphia. In witness whereof, The said company have caused these presents to be sealed with their corporate seal, duly attested at Philadelphia, state of Pennsylvania, this first day of February, A. D. one thousand eight hundred and sixty-eight (1868). -, President. Attest:-, Secretary. This bond is one of the series above described, and is secured by a first mortgage, duly executed and recorded as above stated. -, Trustee. And whereas, To secure the payment of said bonds, the said board resolved that the said party of the first part should make, execute and deliver to Thomas T. Firth, Esquire, of Philadelphia, as mortgagee, in trust, a mortgage of the railroad, estate, real and personal, premises, hereditaments and appurtenances and corporate rights and franchises acquired and to be acquired. Now this indenture witnesseth, that the said party of the first part, as well in consideration of the premises and for the securing the payment of the said bonds, together with the interest to accrue the'reon, as of the sum of one dollar lawful money of the United States unto them well and truly paid by the said Thomas T. Firth at the time of the execution hereof, the receipt whereof is hereby acknowledged, have granted, bargained, sold, aliened, enfeoffed, released and confirmed, assigned, transferred and set over and by these presents, in pursuance and execution of the power and authority in them vested and of all and every other power and authority in them in any wise vested, and in this behalf enabling, do grant, bargain, sell, alien, enfeoff, release and confirm, assign, transfer and set over unto the said Thomas T. Firth and his successors, as hereinafter mentioned, his heirs, administra¬ tors and executors, the whole of the railroad of the party of the first part, beginning on the south side of the Washington turnpike road in the borough of South Pittsburgh, county of Allegheny, state of Penn¬ sylvania, on the south side of the Monongahela river, opposite the city of Pittsburgh, at its point of connection with the Pittsburgh and Steu- 222 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. benville extension of the Pennsylvania Railroad, and thence through the counties of Allegheny ana Washington to the western boundary line of the state of Pennsylvania, where it connects with the railroad in the state of West Virginia; and also all the estate, right, title, interest, claim and demand formerly of the Pittsburgh and Steubenville Railroad Com¬ pany, of and in that portion of the said railroad in the state of West Virginia, extending from the said point of connection at the state line through the state of West Virginia to a point near the easterly side of the Ohio river, nearly opposite the town of Steubenville, in the state of Ohio, together with all the branches, additions, sidings and turnouts thereof now owned and that may hereafter be acquired, and all lands, rails, bridges, wharves, rights of way, workshops, machinery, stations, offices, depots, depot grounds, engine houses, tracks, and all lands, tene¬ ments, hereditaments and property whatsoever of the party of the first part now owned and that may hereafter be acquired, and which are now or may at any time hereafter be used for the purpose of operating the said railroad or for the business thereof, and together with all the rolling stock, materials and property of the party of the first part now owned or that may hereafter be acquired as appurtenant to and in or for use upon or for the business of the said railroad, and together with all the corporate rights, privileges and franchises of the said party of the first part, now owned or that may hereafter be acquired, connected with or relating to the said railroad, and generally all the estate, property, right, title, interest, claim and demand of every nature and kind whatsoever of the said party of the first part which became vested in them by virtue of the purchase of the same by the sale made under the decree of the Supreme Court of Pennsylvania in the foreclosure of the mortgage of the Pittsburgh and Steubenville Railroad Company by Thomas McElrath, the trustee therein named, on the sixth day of November, A. D. eighteen hundred and sixty-seven, and which is fully set out and described in the deed from Thomas McElrath to William J. Howard, dated December seventh, A. D. eighteen hundred and sixty-seven, and duly recorded in the counties of Allegheny and Washington, in the state of Pennsylvania, and in the counties of Hancock and Brooke, in the state of West Vir¬ ginia. To have and to hold the same, with the appurtenances, unto the party of the second part hereto and his successors, as hereinafter men¬ tioned, his heirs, executors and administrators, to and for his only use and behoof; but in trust, nevertheless, for the use, benefit and security, as hereinafter mentioned, of the several persons, their respective suc¬ cessors, executors, administrators and assigns, who shall be or become the holders of the said bonds as aforesaid intended to be hereby secured, or any of them, without preference, priority or distinction whatsoever to any holder of any such bond or bonds; subject to the right of the party of the first part and their successors and assigns to retain the free and uncontrolled use, enjoyment, possession and management of the prem¬ ises hereby granted or intended so to be until the said party of the second part is authorized to enter upon or sell the same, as hereinafter set forth. And it is hereby expressly covenanted, agreed and understood by and CORPORATE HISTORY. 223 between the parties hereto (the said party of the first part covenanting as well for themselves as their successors and assigns, and the said party of the second part covenanting as well for himself as his successor or successors in the trust) in manner following, viz.: First. That they, the party of the first part, will punctually pay to the holders of the bonds aforesaid intended to be hereby secured, the interest thereon semi-annually as the same shall become due and pay¬ able, according to the terms in said bonds contained and on the days therein respectively mentioned for the payment of the same; and shall and will also on the days and time mentioned in said bonds respectively, or whenever the said principal sums of said bonds shall, according to the provisions hereof, become due and payable, fully and entirely pay off and satisfy as aforesaid the whole of the said bonds, principal and interest without further delay and without deduction from either said principal or interest for any tax or taxes imposed thereon by the laws of the commonwealth of Pennsylvania for state purposes which the said party of the first part is or may be required by the laws of said com¬ monwealth to retain therefrom, the said party of the first part hereby agreeing to pay the same. Second. That if the party of the first part hereto, their successors or assigns shall at any time hereafter, after demand made, make default or refuse, neglect or omit, for any period exceeding six months, to pay the semi-annual interest on the bonds intended to be hereby secured, or any of them, or shall after demand made make default or refuse, neglect or omit for any period exceeding six months, to pay the principal sum of each and all of the said bonds intended to be hereby secured, or any of them, when and as the same become due and payable, then and in either such case the said trustee or trustees for the time being, shall and will, upon the written request of holders of one-fourth in amount of the said bonds then outstanding, enter upon and take possession of the railroads, estates, real and personal, and premises hereby mortgaged, or agreed or intended so to be, and shall and will thereupon operate, use, manage and control the said railroads, estates, real and personal, pos¬ session of which may be so taken to the best advantage, and appropriate the net income and proceeds derived therefrom (after deducting the expenses of this trust and such sum or sums as may be sufficient to indemnify the trustee or trustees for the time being against any liability, loss or damage for or on account of any matter or thing done by him in good faith in pursuance of his duty as trustee) to the payment in full, without giving preference, priority or distinction to one bond over another, firstly, of the interest due on and, secondly, of the principal of, all of the aforesaid bonds then outstanding and intended to be hereby secured in full, if the said income and proceeds be sufficient, but if not, then pro rata; or the said trustee shall and will after, or without, enter¬ ing upon or taking such possession, upon the written request of holders of a like amount of said bonds then outstanding, proceed to sell the rail¬ roads, estates, real and personal, corporate rights and franchises and premises hereby mortgaged, or agreed or intended so to be, to the high¬ est and best bidder at public sale in the city of Philadelphia (first giving 224 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. at least two months’ notice of such intended sale by publication, to be made twice in each week, in at least two daily newspapers published in each of the said cities of Philadelphia and Pittsburgh), and grant and convey the same to the purchaser or purchasers freed from all and every the trusts hereby created, without liability to see to the applica¬ tion of the purchase money; and shall and will appropriate the purchase money, after deductions made for expenses of the trust and indemnity to the trustee as aforesaid, to the payment as aforesaid, firstly, of the in¬ terest due on, and secondly, of the principal of said outstanding bonds in full if said purchase money be sufficient, but if not, then pro rata; and in the event of there being in the hands of the said trustee any portion of the trust estate or the proceeds thereof after the payment in full of the principal and interest of the aforesaid bonds, then the said trustee shall reconvey, retransfer or pay over the same to the party of the first part, their successors or assigns for their sole use and benefit. It being distinctly understood and agreed, that in the event of any such entry or taking possession of the railroads, estates, real and personal, and prem¬ ises hereby mortgaged, or agreed or intended so to be, or in the event of any sale thereof by the said trustees or trustee for the time being, as hereinbefore mentioned, then and in either such case the whole prin¬ cipal sum of each and all of the said bonds then outstanding and in¬ tended to be hereby secured shall forthwith become due and payable. Third. That the party of the first part shall and will, from time to time hereafter, upon the demand of said trustee, grant, convey, confirm, assign, transfer and set over unto the said trustee all real estate which may be hereafter acquired, and all personal estate, corporate rights and franchises which they, the party of the first part, shall hereafter in any way or manner acquire, as appurtenant to or in or for use upon or for the business of the said railroads, and shall and will also make, do. seal, execute, deliver and acknowledge, or cause to be made, done, sealed, executed, delivered and acknowledged all and every such further acts, matters, things, deeds, conveyances and assurances in the law for the better assuring, conveying and confirming unto the said trustee, all and singular, the hereditaments and premises, estates and property hereby conveyed, or intended so to be, or which are hereafter covenanted and agreed to be hereafter conveyed to the said trustee as by such trustee may, or his counsel learned in the law shall, be desired or required for the better effectuating and carrying out the provisions, objects and pur¬ poses of this mortgage and securing the payment of the principal and interest of the bonds intended to be hereby secured; all which estates shall be held by the said trustee in, under and upon the several and respective trusts, and for the uses and purposes and subject to the powers and authorities herein mentioned, declared, given and expressed. Fourth. That it shall and may be lawful for the said party of the first part, their successors and assigns, by and with the consent and approval, in writing, of the said trustee, at any time or times hereafter, to exchange for other property or to sell any part of the hereby mort¬ gaged estates and premises free and clear from the lien or incumbrances of these presents, and to convey the same without liability on the part CORPORATE HISTORY. 225 of the grantee for the disposition of the price paid or property received in exchange; provided, however, that the proceeds of any sale so made shall, at the option of said party of the first part, be invested by them either in the ' improvement of any remaining part of the mortgaged premises, or in the purchase by said party of the first part of other property, real or personal, which property so purchased, as also any that may be acquired in exchange as aforesaid by the party of the first part, shall be subject to all the trusts hereby declared (including that of sale or exchange) of the property in this indenture described, and shall be conveyed in mortgage by the party of the first part to the said trustee to be so held; or in the purchase of bonds hereby secured, which bonds so purchased shall be forthwith cancelled and delivered to the party of the second part. Fifth. That in the event of the death, resignation, neglect, refusal or incapacity to act of the trustee herein named, or any successor in the trust, then the party of the first part hereto shall have full power and authority to nominate and appoint new trustees or trustee for the purpose of filling the vacancy so caused and supplying the place of such trustee so dying, resigning, neglecting, refusing or becoming in¬ capable to act; and the said trustees or trustee so nominated and ap¬ pointed shall take upon themselves or himself the same trusts and have the same powers and be subject to all the stipulations and conditions of this indenture; and which trusts, powers, stipulations and conditions it is hereby agreed and declared shall extend to and be performed and executed by such newly appointed trustees or trustee as they can or may or could or might be by the party named herein as party of the second part; and the like nomination and appointment shall and may be made and carried into effect in like manner and as often, from time to time, as there may be occasion therefor and with the same effect as before mentioned. Sixth. And it is hereby further covenanted and agreed as aforesaid, and this trust is accepted upon the express condition that said trustee shall not nor shall any future trustees or trustee incur any liability or responsibility whatever in consequence of permitting or suffering said party of the first part to retain or be in possession of the railroads, estates and premises hereby mortgaged, or agreed or intended so to be, or any part thereof, and to use and enjoy the same; nor shall said trustee or any future trustees or trustee be or become responsible or liable for any destruction, deterioration, determination, loss, injury or damage which may be done or occur to the railroads and estates hereby mortgaged, or agreed or intended so to be, either by said party of the first part or their agents or servants, or by any other person or persons whomso¬ ever; nor shall any such trustee or trustees, present or future, be in any way responsible for the consequences of any breach on the part of the party of the first part of any of the covenants herein contained, nor of any act of said party of the first part, their agents or servants; nor shall the said trustees or trustee, present or future, be or become liable or responsible for any cause, matter or thing except their or his own wilful and intentional breaches of the trust herein expressed and con- 15 226 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. tained: Provided always, nevertheless, that if the party of the first part, their successors or assigns, shall and do well and truly pay or cause to be paid unto the person or persons, bodies politic or corporate, who shall become holders of the bonds intended to be secured hereby, the several and respective sums expressed therein on the day and time hereinbefore mentioned for payment thereof, together with the lawful interest for the same, according to the provisions of the said recited obligations or bonds, or in accordance with the provisions hereof, without any fraud or further delay; or if the holders of the said bonds hereby secured should at any time before the maturity of the same exchange the same for bonds of a consolidated corporation, to be composed of the party of the first part and any other corporation or corporations owning or operating connecting and continuous lines of railway from South Pitts¬ burgh aforesaid to Columbus, in the state of Ohio, then and from thenceforth, as well this present indenture, and the estates and property hereby granted and conveyed, or hereby agreed so to be, as the said recited obligations shall become void and of no effect, anything herein¬ before contained to the contrary thereof notwithstanding; and satisfac¬ tion shall be forthwith duly entered by the said trustee upon the record of this indenture of mortgage. In witness whereof, The said the Pan Handle Railway Company has hereunto affixed its common or corporate seal; and the president of said company, by virtue of the authority vested in him, has hereunto affixed his signature; and the secretary of said company has duly attested the execution hereof this the day and year first aforesaid. The word “ further ” interlined on second line of page nine before signing. J. EDGAR THOMSON, President, Pan Handle Railway Company. [seal] Attest: JOS. LESLEY, Secretary. Sealed and delivered in presence of us: SAMUEL L. TAYLOR, W. W. DOUGHERTY. I do hereby accept the foregoing trust. In witness whereof, I have hereunto set my hand and seal, this 19th day of March, A. D. one thou¬ sand eight hundred and sixty-eight (1868). THOS. T. FIRTH, Trustee, [seal] Witness present: SAMUEL L. TAYLOR, W. W. DOUGHERTY. Sworn and subscribed by J. Edgar Thomson and Joseph Lesley before W. W. Dougherty, alderman, Philadelphia, Pa., March 19, 1868. Acknowledged before Samuel L. Taylor, commissioner for West Vir¬ ginia in Philadelphia, March 19, 1868. Recorded, Allegheny county, Pa., May 25, 1868, Mortgage Book, vol¬ ume 78, page 568. Also recorded in Hancock and Brooke counties, West Virginia and Washington county, Pa. CORPORATE HISTORY. 227 SATISFACTION OF MORTGAGE. Endorsed on mortgage July 18, 1876. The 24 bonds issued under this mortgage were cancelled and destroyed by burning. See certificate of Firth, trustee, and Messrs. Ball and Lesley on file in auditor’s office of P. C. & St. L. Ry. Co., July 19, 1876. July 21, 1876, the mortgage was satisfied of record in the recorder’s offices of Allegheny county, Pa., and Brooke county, W. Va., and in November, 1880, cancelled in Washington county, Pa., and Hancock county, W. Va. W. H. BARNES, Secretary. HOLLIDAY’S COVE RAILROAD COMPANY. 1 Laws of Virginia and West Virginia. An Act to Incorporate the Holliday’s Cove Railroad Company. Passed March 30, i860. Section 1. That it shall be lawful to open books at Holliday’s Cove, in the county of Hancock, upon ten days’ notice, under the direction of Benjamin Griffith, James Patterson, Nathaniel Wells, John Knox, John Hindman, George Orr, Samuel Roberts, Ewing Turner, and Thomas Donovan, or any three of them, at such time or times as they may deem proper, and in such other place or places, and under the direction of such agents as the commissioners' acting may appoint, for the purpose of receiving subscriptions to the amount of three hundred thousand dollars, divided into shares of fifty dollars each, to constitute a joint capital stock, for the purpose of constructing a railroad from the Pennsylvania line to or near the city of Steubenville, Ohio. Section 2. When six hundred shares of the stock shall have been subscribed, the subscribers and their successors shall be and are hereby incorporated into a company, by the name of the Holliday’s Cove Rail¬ road Company, subject to all the provisions and entitled to all the bene¬ fits and powers conferred by the provisions of chapters 56 and 57 of the code of Virginia, so far as the same may be applicable, and not incon¬ sistent with the provisions of this charter. Section 3. The said company shall be and are hereby authorized and empowered to erect a railroad bridge across the Ohio river, at or near the mouth of Harman’s creek, of a character that they may deem sufficient for all their railroad purposes, subject to the conditions and provisions hereinafter contained: And provided, that said bridge shall be so con¬ structed as to leave an unobstructed headway over the channel of the Ohio river of not less than ninety feet above low-water mark, and such channel or water-way shall have an unobstructed width of not less than three hundred feet between the piers next said channel. Section 4. The said company shall have power to borrow money to any amount not exceeding three hundred thousand dollars; to issue bonds, plain or coupon, for the payment of the same, bearing any rate of interest not exceeding seven per centum per annum, and to secure said bonds by mortgage upon the whole or any portion of their property. 1 See page 18. 228 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the income and franchises thereof; and sales of said bonds at less than par shall not be deemed infractions of the usury law. Said bonds may be made convertible into stock within a time to be specified therein, and their place of payment, principal and interest, may be designated by the board of directors. Section 5. The said company may purchase, accept, adopt and use as its own, any railroad or bridge heretofore constructed, in whole or in part, between its termini, upon such terms as to consideration given, and times of payment, as they may agree upon, and may secure the payment of said consideration, or any part thereof, with interest thereon, at a rate not exceeding seven per centum per annum, by mortgage upon the property purchased, its income and franchises; and such secured consideration shall not be held to constitute any portion of the amount hereinbefore authorized to be borrowed; and they may lease their road or bridge, or both, to any person or persons, domestic or foreign cor¬ poration, any of which shall have power to subscribe to the stock of said company, and to lease and operate the aforesaid road or bridge, or both, subject to the provisions of chapters 56 and 57 of the code of Virginia, and this act. Section 6. The maximum tolls that may be charged by said company, or any lessee, for the use of said bridge, shall be fifteen cents for each passenger; fifteen cents for each ton of freight; one dollar for each pas¬ senger, express or baggage car; fifty cents for each eight-wheeled, and twenty-five cents for each four-wheeled freight car. Section 7. Beyond laying the foundations of the abutments and piers, and raising the masonry of the same to the height of six feet above low- water mark, no work shall be done either on said road or said bridge across the Ohio river, until a railroad bridge is chartered to be erected over the Ohio river at or near Wheeling, and the piers and abutments of the same built to the height of six feet above low-water mark, after which the bridge herein authorized may progress to completion, pari passu, or as nearly so as possible, with the aforementioned bridge at Wheeling. Section 8. Prior to the commencement of work upon either the road or bridge herein authorized, two hundred thousand dollars must be sub¬ scribed by good parties to the capital stock of the aforesaid bridge com¬ pany at Wheeling; and this charter shall not be considered as continuing in force for any purpose, unless said bridge, at Wheeling, is completed and ready for use at least thirty days before the completion and opening for use of the road and bridge, or either, herein authorized, except that the company hereby incorporated may use said road for conveying local freight and travel originating between the Ohio river and the Corks-run Summit Tunnel, on the Pittsburgh and Steubenville Railroad. Section 9. The company hereby incorporated shall not open their road or bridge (except as before provided) for purposes of business, until there shall be ready for use from Pittsburgh to Wheeling, either by way of the Chartiers Valley and Hempfield Railroads, or the Pittsburgh and Steubenville Road, and the road hereby incorporated extended to Wheel¬ ing, which said extension may be made via the town of Wellsburg, in Brooke county, Virginia, a first-class railroad, with proper equipments. CORPORATE HISTORY. 229 Section 10. The charges on the line from Pittsburgh to Wheeling, by either of the lines mentioned in the ninth section, shall not be greater in proportion to distance on through freight and travel for twenty years, than on the same class of through freight and travel from Pittsburgh to Steubenville, via the road and bridge hereby authorized, nor shall any discrimination be made in the workings of the road from Steubenville to Pittsburgh, to the injury of said line from Pittsburgh to Wheeling, as to equipments and facilities for transportation, or other necessary 1 accommodations of trade or travel. Section 11. The conditions, restrictions and obligations herein im¬ posed, in the third, seventh, and the subsequent sections, are to be re¬ garded as enacted for the benefit of Wheeling, and in consideration of concessions by her herein made to the parties applying for this charter, to such an extent (and said company hereby incorporated, and any other company or persons accepting or acting under this charter, or running or working the road and bridge hereby authorized, shall be deemed to guaranty to Wheeling the faithful fulfillment and observance of said conditions, restrictions, obligations and prohibitions), that said city of Wheeling may enforce these provisions and guarantees, by injunction or other legal remedy, in her own name or otherwise. Section 12. If the books for the taking of stock in the Wheeling Rail¬ road Bridge Company, hereinbefore referred to (provided said company is chartered at this session of the legislature), are not open by the com¬ missioners therein appointed, within sixty days after the procuring of said Wheeling Railroad Bridge charter, the restrictions in sections seven, eight, nine and ten of this bill shall be void. 2 Section 13. Unless the charter is obtained from the General Assembly of Virginia, at the present session, to erect the proposed railroad bridge at or near Wheeling, this act, and every part thereof, shall be null and void. 3 Section 14. This act shall be in force from its passage. Laws of Virginia, 1859-60, p. 266, chap. 126. An Act to Amend the Charter of the Holliday’s Cove Railroad Company. Passed January 19, 1863. Section 1. That the Holliday’s Cove Railroad Company, or its lessees, * may locate, construct, furnish and work a branch railroad, from their ter¬ minus on the eastern side of the Ohio river, through the town of Wells- burg, in Brooke county, to the city of Wheeling. Section 2. That sections.7, 8, 9, 10, 11, 12 and 13 of an “Act to incor¬ porate the Holliday’s Cove Railroad Company,” passed March 30, i860, be and the same are hereby repealed: Provided, however, that this act shall be of no effect until the Western Transportation Company of Penn¬ sylvania, named in the eighth section of the act, entitled “ An act to in¬ corporate the Wheeling Railroad Bridge Company,” passed the 30th 1 Sections repealed, see next act. 2 Sections repealed, see next act. 3 Sections repealed, see next act. 230 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. day of March, i860, transfer and assign to Thomas Sweeney and Sobieski Brady, or the survivors of them, any and all right and interest it has in said bridge company and in the capital stock thereof, and upon such transfer the said Western Transportation Company shall not be liable for any installments upon said stock accruing thereafter. Section 3. This act shall be in force from its passage. Acts West Virginia, 1862-3, extra session, p. 15. An Act to Authorize the Holliday’s Cove Railroad Company to Borrow Money. Passed February 7, 1865. Section 1. Be it enacted by the legislature of West Virginia, That the Holliday’s Cove Railroad be, and it is hereby empowered, in addition to the amount already authorized by law, to borrow money to an amount not exceeding five hundred thousand dollars, at a rate not exceeding seven per centum per annum; to issue bonds, plain or coupon, for the payment of the same, and to secure said bonds by mortgage on their road or bridge, or both, and the income thereof, and all the franchises of the said company. Section 2. The place of payment of the principal and interest of said bonds may be designated by the directors of the company, and the sales thereof at less than par shall not be deemed infractions of the usury law. Acts of West Virginia, third session, p. 9. An Act to Authorize the Holliday’s Cove Railroad Company to Increase the Amount of its Capital Stock and Bonded Debt. Passed February 27, 1867. Section 1. Be it enacted by the legislature of West Virginia, That the Holliday’s Cove Railroad Company be, and the same is hereby authorized, to increase its capital stock to one million five hundred thousand dollars. Section 2. That said company, including as part thereof the debt already contracted, may borrow money to an amount not exceeding its capital stock at the time being; may issue bonds therefor at a rate of interest not exceeding seven per centum interest, payable at times and places to be fixed by the directors, and to secure the payment of prin¬ cipal and interest, by a mortgage or mortgages upon all or any part of its property. Laws of West Virginia, 1867, p. 112. An Act to Establish Certain Post Roads. Approved July 14, 1862. Be it enacted by the Senate and House of Representatives of the United States, in Congress,assembled, That the bridge partly constructed across the Ohio river at Steubenville, in the state of Ohio, abutting on the Vir- CORPORATE HISTORY. 231 ginia shore of said river, is hereby declared to be a lawful structure: Provided, that when completed, if constructed without a draw, it shall leave an unobstructed headway in the channel of the river of not less than ninety feet above low-water mark, and such channel or water-way shall have an unobstructed width of not less than three hundred feet between the piers next to said channel or water-way; and one of the spans next adjoining thereto shall not be less than two hundred and twenty feet in length; or said bridge, if constructed with a draw, the same to be constructed under the limitations and conditions provided in the fourth section of this act. Section 2. That the said bridge and Holliday’s Cove Railroad are hereby declared a public highway, and established a post road for the purpose of transmission of mails of- the United States, and that the Steu¬ benville and Indiana Railroad Company, chartered by the legislature of the state of Ohio, and the Holliday’s Cove Railroad Company, chartered by the state of Virginia, or either of them, are authorized to complete, maintain and operate said road and bridge when completed, as set forth in the preceding section, anything in any law or laws of the above named states to the contrary notwithstanding. Section 3. That it shall be lawful for any other railroad company or companies, whose line or lines of road may now or shall hereafter be built to the Ohio river, above the mouth of the Big Sandy river, in accordance with the terms of the charter or charters of such company or companies, to build a bridge across said river, for the more perfect connection of any such roads, and for the passage of trains thereof, under the limitations and conditions hereafter provided. Section 4. That any bridge erected under the privileges of this act may, at the option of the company or companies building the same, be built either as a drawbridge, with a pivot or other form of draw, or with unbroken and continuous spans: Provided, that if the said bridge shall be made with unbroken and continuous spans, it shall not be of less elevation than ninety feet above low-water mark over the channel of the said river; nor in any case less than forty feet above extreme high water, as understood at the point of location, measuring for such elevation to the bottom chord of the bridge; nor shall the span of such bridge, covering the main channel of the river, be less than three hundred feet in length, with also one of the next adjoining spans of not less than two hundred and twenty feet in length, and the piers of said bridge shall be parallel with the current of the river, as near as practicable: And provided, also, that if any bridge, built under this act, shall be constructed as a draw¬ bridge, the same shall be constructed with a span over the main channel of the river, as understood at the time of the erection of the bridge, of not less than three hundred feet in length, and said span shall not be less than seventy feet above low-water mark, measuring to the bottom chord of the bridge, and one of the next adjoining spans shall not be less than two hundred and twenty feet in length; and also that there shall be a pivot-draw constructed in every such bridge, at an accessible and navigable point, with spans of not less than one hundred feet in length on each side of the central or pivot pier of the draw: And provided, also. 232 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. that said draw shall always be opened promptly, upon reasonable signal, for the passage of boats, whose construction may not at the time admit of their passing under the permanent spans of said bridge, except that said draw shall not be required to be opened when engines or trains are passing over said bridge, or when passenger trains are due, but in no case shall unnecessary delay occur in the opening of said draw after the passage of such engines or trains. Section 5. That any bridge or bridges erected under the provisions of this act shall be lawful structures, and shall be recognized and known as post routes, upon which, also, no higher charge shall be made for the transmission over the same of the mails, the troops and munitions of war of the United States, than the rate per mile which the company or com¬ panies erecting such bridge may from time to time receive, on the bal¬ ance of their line or lines, for such services; and the officers and crews of all vessels, boats or rafts navigating the said Ohio river, are required to regulate the use of the said vessels, and of any pipes or chimneys be¬ longing thereto, so as not to interfere with the elevation, construction, or use of any of the bridges erected or legalized under the provisions of this act. Acts of Congress, 1862, chap. 167. U. S. Stats, at Large, vol. 12, p. 569. FIRST MORTGAGE. The Holliday’s Cove Railroad Company to J. Edgar Thomson, Trustee . 1 Dated February 2, 1863. Securing $300,000 bonds of $1000 each, dated February 2, 1863, payable February 1, 1893, bearing 6 per cent, interest. This indenture, made the second day of February, in the year of our Lord one thousand eight hundred and sixty-three, between the Holli¬ day’s Cove Railroad Company, a corporation created by the laws of the state of Virginia, party of the first part, and J. Edgar Thomson, of the city of Philadelphia, in the state of Pennsylvania, trustee, as hereinafter mentioned, party of the second part, witnesseth, That the said party of the first part, for and in consideration of one dollar, to it in hand paid by J. Edgar Thomson, party of the second part, as trustee, the receipt of which is hereby acknowledged, as well as for the purpose of securing the payment of certain bonds of said company, hereinafter more par¬ ticularly described, authorized to be issued by the charter of said com¬ pany in aid of the construction of its road and bridge, hath bargained and sold, and doth hereby give, grant, bargain, sell, convey and confirm unto said J. Edgar Thomson, as trustee, and unto any successor and successors from time to time appointed in his place forever, the following premises, to wit: The abutments and piers, and the ground on which they stand, and the bridge to be erected upon and across the same, as 1 W. H. Barnes,of Pittsburgh, Pa., appointed Trustee, vice J. Edgar Thomson, deceased. CORPORATE HISTORY. 233 now located and in process of construction over the Ohio river, from a point near the mouth of Harmon’s creek, in Brooke county, in tfye state of Virginia, on the east bank of said river, to a point near the northern line of the corporation of Steubenville, in Jefferson county, Ohio, on the west bank, together with the approaches to said bridge from each shore; and all the rights, privileges and appurtenances thereto belonging necessary for the appropriate use and enjoyment of said prem¬ ises and structure as a railway bridge, and especially including and pass¬ ing herewith the income and tolls of said bridge when erected, and also the franchises of said company: To have and to hold said premises, bridge structure, appurtenances, income, tolls and franchises, unto the said J. Edgar Thomson, as trustee for the persons who may become the holders of the bonds hereinafter described, and to his successor and successors, who may from time to time, in the event of his death, disability or removal, be appointed to succeed him in preserving this trust for the beneficiaries thereof forever. And the said party of the first part covenants that it has lawful right to execute this conveyance; that it binds itself to warrant and defend the said premises, property and franchises to said trustee, and his successors as aforesaid, against all lawful claims whatsoever, and at any time to execute any further assurance and assurances in succession which may be necessary to said trustee, or any successor, which may be demanded. And said trustee, and his successors as aforesaid, are hereby authorized, if default shall be made in the payment of any installment of interest, or of the principal, or any part thereof, or of taxes lawfully assessed against said company on said premises hereby granted, or any part thereof, to take possession of said bridge and the premises, rights, tolls, income and franchises, and to use and enjoy the same for the purposes of this trust as fully as the party of the first part otherwise could; and without any proceedings at law or in equity, to cause said property, premises and franchises to be sold pursuant to the provisions of the statutes of Vir¬ ginia regulating sales under deeds of trust, except that the place of sale may be the Philadelphia Exchange, in the city of Philadelphia, if the trustee for the time being shall so determine, and to convey said bridge structure, property, premises and franchises so sold to any purchaser or purchasers, his and their heirs and assigns, in absolute property forever. And in the event that the party of the first part shall make such default as before described, and shall remain in default for six months, the holders of fifty (50) per centum of the bonds hereby intended to be se¬ cured may require the trustee to proceed in execution of the foregoing provisions. But this deed is in trust, and subject to defeasance upon conditions as follows: The said company has caused to be executed, and proposes to sell and dispose of three hundred bonds, each for the sum of one thou¬ sand dollars, numbered from one to three hundred, inclusive, dated the second day of February, one thousand eight hundred and sixty-three, bearing interest at six per centum, payable semi-annually, at the office of the Pennsylvania Railroad Company in the city of Philadelphia, and the principal, payable thirty years from date, at the Farmers and Me- 234 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. chanics Bank, in said city; coupons are attached, and each bond bears the certificate of the trustee herein, and they are on an equality as to lien and security, without regard to the time of issue by the company, and together they constitute the first mortgage bonds of said company, and are called “ Steubenville Bridge Bonds.” Now, if said company shall promptly pay the amount of said bonds at maturity, and in the meantime shall promptly pay the interest as the same becomes payable semi-annually thereon, and shall pay all lawful taxes, so as to prevent the estate hereby granted and pledged from peril of sale or forfeiture for non-payment of taxes, then these presents shall become void and of no effect, and the estate hereby granted shall determine, but otherwise to be and remain in full force and virtue in law. In testimony whereof, the said The Holliday’s Cove Railroad Com¬ pany has, by its president, Thomas S. Clarke, signed its corporate name, and has caused its common corporate seal to be hereunto affixed and attested by its secretary; and the said J. Edgar Thomson, in witness of his acceptance of said trust, has also signed his name and affixed his seal. Dated the day and year first above written. Signed, sealed and delivered in presence of us.—Note—The word “ second,” in the twenty-fifth line of the second page, having been first written on an erasure. WM. McLEAN, R. D. BARCLAY. Rev. Stamps to the ^ THE HOLLIDAY’S COVE RAILROAD COMPANY, By THOMAS S. CLARKE, President. Attest: JOS. LESLEY, Secretary. J. EDGAR THOMSON, Trustee, [seal] SEAL H.C.R.R. Co. Acknowledged by Thomas S. Clarke, president, and J. Edgar Thom¬ son, trustee, on the 21st day of April, 1863, before Alexander Henry, mayor of Philadelphia, Wm, V. Archer, commissioner of the states of Ohio and Virginia in Pennsylvania and Wm. J. Dellerer, notary public in and for the city and county of Philadelphia. Recorded, Jefferson county, Ohio, May 6, 1863, in Mortgage Record No. 7, pages 484 to 488, inclusive; Brooke county, Virginia, May 12, 1863, in Deed Book No. 20, pages 103 to 106, inclusive. Upon petition of the Pittsburgh, Cincinnati and St. Louis Railway Company, W. H. Barnes was appointed trustee to succeed J. Edgar Thomson, deceased, by the Jefferson county, Ohio, Common Pleas Court, November term, 1874, and by Circuit Court of Brooke county, W. Va., March 8, 1875. SATISFACTION OF MORTGAGE. Under date of May 17, 1893, duly acknowledged before H. G. Oliphant, notary public, Allegheny county, and certified by clerk Court Quarter Sessions, Allegheny county. W. H. Barnes endorsed on mortgage. “ I, W. "H. Barnes, trustee appointed to succeed J. Edgar Thomson, deceased, certify that all the bonds and coupons covered by the within CORPORATE HISTORY. 235 mortgage or deed of trust have been paid and destroyed, and I hereby release said mortgage or deed of trust and authorize the recorders of the proper counties to enter satisfaction thereof upon the records. W. H. BARNES, Trustee.” The satisfaction of the mortgage was recorded in Jefferson county, Ohio, May 23, 1893, and in Brooke county, W. Va., May 26, 1893. SECOND MORTGAGE. The Holliday’s Cove Railroad Company to J. Edgar Thomson, Trustee. 1 Dated July 23, 1866. Securing $400,000 bonds of $1000 each, dated April 2, 1866, payable April 2, 1896, bearing 7 per cent, interest. This indenture, made the twenty-third day of July, in the year of our Lord one thousand eight hundred and sixty-six (1866), between the Holliday’s Cove Railroad Company, a corporation created by the laws of the state of Virginia, party of the first part; John Edgar Thomson, of the .city of Philadelphia, in the state of Pennsylvania, trustee, as hereinafter mentioned, party of the second part, and George W. McCook, of Steubenville, Ohio, the lessee under the said the Holliday’s Cove Railroad Company, of the railroad bridge over the Ohio river near Steubenville, of the third part, witnesseth, That the said party of the first part, for and in consideration of one dollar, to it in hand paid by the party of the second part, as trustee, the receipt of which is hereby acknowledged, as well as for the purpose of securing the payment of certain bonds of said company, hereinafter described, authorized to be issued by the charter of said company, and by an act of the legislature of the state of West Virginia, passed the seventh day of February, Anno Domini one thousand eight hundred and sixty-five, which bonds are to be used in the discharge of the debts incurred in the construction of the road and bridge of said company, hath bargained and sold, and doth hereby give, grant, bargain, sell, convey and confirm unto said John Edgar Thomson, as trustee, and unto any successor and successors from time to time appointed in his place, forever, the following premises, to wit: The abutments and piers, and the ground on which they stand, and the bridge erected upon and across the same over the Ohio river, from a point near the mouth of Harmon’s creek, in Brooke county, in the state of West Virginia, on the east bank of said river, to a point near the northern line of the corporation of Steubenville, in Jefferson county, Ohio, on the west bank of said river, together with the approaches to said bridge from each shore; and all the rights, privileges and appur¬ tenances thereto belonging, necessary for the appropriate use and enjoy¬ ment of said premises and structure as a railway bridge, and especially including and passing herewith the income and tolls of said bridge, and also the franchises and privileges of said company thereto: 1 W. H. Barnes, of Pittsburgh, Pa., appointed Trustee, vice J. Edgar Thomson, deceased. 236 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. To have and to hold said premises, bridge structure, appurtenances, income and franchises unto the said John Edgar Thomson, as trustee for the persons who may become the holders of the bonds hereinafter de¬ scribed, and to his successor and successors, who may from time to time, in the event of his death, disability or removal, be appointed to succeed him in preserving this trust for the beneficiaries thereof forever. And the party of the first part hereby covenants that it has lawful right to execute this conveyance; that it binds itself to warrant and defend the said premises, property and franchises to said trustee, and his successors as aforesaid, against all lawful claims whatsoever, and at any time to execute any further assurance and assurances in succession which may be necessary to said trustee, or any successor, which may be demanded. And said trustee, and his successors as aforesaid, are hereby authorized, if default be made in the payment of any installment of interest, or of the principal, or any part thereof, or of taxes lawfully assessed against said company on said premises hereby granted, or any part thereof, to take possession of said bridge, and the premises, rights, tolls, income and franchises, and to use and enjoy the same for the purposes of this trust as fully as the party of the first part otherwise could; and without any proceedings at law or in equity, to cause said premises, property and franchises to be sold pursuant to the laws in force in West Virginia regulating sales under deeds of trust, except that the place of sale may be the Philadelphia Exchange, in the city of Philadelphia, if the trustee for the time being may so determine; and to convey said bridge structure, property, premises and franchises so sold, to any purchaser or purchasers, his and their heirs and assigns, in absolute property forever. And in the event that said party of the first part shall make said default, and shall remain in default for six months, the holders of one-half of the bonds hereby intended to be secured and then outstanding, may require the trustee to proceed in execution of the foregoing provisions, and in executing the same the said trustee may proceed by agents and attorneys employed by him for this purpose, but he shall not be personally liable for their misfeasances or defaults, but only for his own. And the said George W. McCook, party of the third part, in consideration of the sum of one dollar, to him in hand paid by said party of the second part, and of divers valuable considerations to him moving, from the party of the first part, hereby consents to all the stipulations of this instrument, made by the said the Holliday’s Cove Railroad Company, and he hereby, as such lessee, and for the considerations aforesaid, covenants for him¬ self, his assigns, as such lessee, and his heirs, executors and adminis¬ trators, with said John Edgar Thomson, as such trustee, his successor and successors in said trust, that he and they will permit and allow all the net proceeds of said bridge to be applied to the purchase of the bonds issued under the first mortgage upon said bridge for $300,000, according to the terms and stipulations of the lease thereof, by said company to said McCook,' instead of the twenty per centum of said net revenue provided by said lease. And further, that after the first mortgage has been purchased as aforesaid, he will, in like manner, permit and allow the whole net proceeds to be applied to the purchase of the CORPORATE PIISTORY. 237 bonds issued under this mortgage, in the same manner and for the same purposes as is provided in said lease for the purchase of the first mort¬ gage bonds. But this deed is on trusts, and subject to defeasance upon conditions as follows: The said the Holliday’s Cove Railroad Com¬ pany has authorized to be executed and disposed of, four hundred bonds, each for $1000, numbered from 1 to 400, inclusive, dated the second day of April, 1866, bearing interest at the rate of seven per centum per annum, payable semi-annually, at the office of the Pennsylvania Railroad Company in the city of Philadelphia, on the second day of October, Anno Domini one thousand eight hundred and sixty-six, and on the second days of April and October, in each year thereafter, and the principal payable to John Edgar Thomson, or bearer, thirty years from date, at the Philadelphia National Bank, in said city. Coupons are attached, and each bond bears the certificate of the trustee herein, and they are on an equality as to lien and security, without regard to the time of issue by the company, and together they constitute the second mortgage bonds of said company, and are called “ Steubenville Bridge Bonds.” Now, if said company shall promptly pay the amount of said bonds at maturity, and in the meantime shall pay the interest as the same be¬ comes payable semi-annually thereon, and shall pay all lawful taxes, so as to prevent the estate hereby granted and pledged from peril of sale or forfeiture for non-payment of taxes, then these presents shall become void and of no effect, and the estate hereby granted shall determine, but otherwise to be and remain in full force and virtue in law. In testimony whereof, The said the Holliday’s Cove Railroad Com¬ pany has, by its president, Thomas L. Jewett, signed its corporate name, and has caused its common corporate seal to be hereto affixed and attested by its secretary, and the said George W. McCook, the lessee, hath also set his hand and seal hereto; and the said John Edgar Thomson, in witness of his acceptance of said trust, has also signed his name and affixed his seal, the day and year first above mentioned. { Rfc ™u!e X oFu the f The Holliday’s Cove Railroad Company, By THOS. L. JEWETT, President. Attest: JOS. LESLEY, Secretary. Signed, sealed, acknowledged and delivered in the presence of us, WM. M. SPACEMAN, WM. V. ARCHER. GEO W. McCOOK, [seal] Lessee of Ohio River Bridge. J. EDGAR THOMSON, [seal] Trustee. Acknowledged by Thomas L. Jewett, president, John Edgar Thomson, trustee, and George W. McCook, lessee, before Wm. V. Archer, commis¬ sioner of West Virginia and Ohio in Pennsylvania, the twenty-third day of July, 1866. { SEAL H. c. R. R Co. 238 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Recorded, Jefferson county, Ohio, in Mortgage Record No. 9, pages 65 to 69, inclusive, July 26, 1866; Brooke county, West Virginia, in Deed Book No. 20, page 452. Upon petition of the Pittsburgh, Cincinnati and St. Louis Railway Company, W. H. Barnes was appointed trustee to succeed J. Edgar Thomson, deceased, by the Jefferson county, Ohio, Common Pleas Court, November term, 1874, and by the Circuit Court of Brooke county, W. Va., March 8, 1875. SATISFACTION OF MORTGAGE. Pittsburgh, Pa., May 3, 1888. I, William H. Barnes, trustee in the second mortgage of the Holliday’s Cove Railroad Company to J. Edgar Thomson, trustee, dated July 23, 1866, securing an issue of the bonds of said company to the amount of $400,000, said bonds being dated April 2, 1866, and maturing April 2, 1896, having been appointed trustee under said mortgage as successor to J. Edgar Thomson, deceased, the original trustee named in said mortgage,, do hereby assert that on Thursday, the 3rd day of May, in the year 1888, all the bonds of said issue, numbered i to 400 inclusive, amounting to $400,000, together with all coupons belonging thereto, having been paid in full, were destroyed by fire in my presence, and I do therefore, as such trustee, hereby release the lien of said mortgage and declare the same fully cancelled and discharged. W. H. BARNES, Trustee. Satisfaction of mortgage recorded Brooke county, W. Va., May 5, 1888, Deed Book No. 2, page 85; Jefferson county, Ohio, May 7, 1888,. Record of Mortgages No. 9, page 65. WHEELING RAILROAD BRIDGE COMPANY . 1 An Act to Incorporate the Wheeling Railroad Bridge Company. Passed March 31, i860. Section 1. That it shall and may be lawful for Thomas Sweeney, John C. Campbell, Sobieski Brady, Chester D. Hubbard and Zachariah Jacob,, or any three of them, to open books of subscription in the city of Wheel¬ ing, and at such other place or places as they may direct, upon ten days’ notice, and under the direction of such agent or agents as they, or a majority of them, may appoint, for the purpose of receiving subscrip¬ tions of stock, in shares of $100 each, to an amount not less than two thousand and not more than ten thousand shares, to constitute a joint stock company, to be called the Wheeling Railroad Bridge Company. By which name the said company shall have authority to erect and maintain a railroad bridge across the Ohio river, at any point it may select, not farther south than the lower end of Boggs’ Island, and not farther north than the northern end of Zane’s Island, opposite the city of Wheeling: Provided, that the said bridge shall be so constructed as 1 See page 21 . CORPORATE HISTORY. 239 to leave an unobstructed headway over the channel of said river, not less than ninety feet above low-water mark, and an unobstructed water¬ way between the piers of said bridge, next the channel, of not less than three hundred feet, and to connect, within the corporate limits of Wheel¬ ing, their said bridge by railway, with such railways as may terminate at or near Wheeling, as is hereinafter provided. Section 2. The said company shall have all privileges conferred, and be subject to all the restrictions imposed, by chapters 56 and 57 of the code of Virginia, except as is herein otherwise provided, and except that it shall not be subject to the 4th and 23d sections of said chapter 56. Such bridge shall be erected in a strong and substantial manner. Section 3. The said company shall have authority, in the mode pre¬ scribed by said chapter, to enter upon, survey and condemn any lands or real estate, or interest therein, requisite or proper for the purpose of erecting and maintaining said bridge, and for constructing and maintain¬ ing and working any number of railway tracks from the eastern end of said bridge to such point or points, within the corporate limits of the city of Wheeling, as may be suitable and proper for the purpose of con¬ necting said bridge with the line of railway of any railroad company within said corporate limits of said city, the width of such tracks not to exceed one hundred feet, exclusive of the slopes of cuts and embank¬ ments; and shall further have authority, in like manner, to erect depots within said corporate limits of Wheeling, and the same to connect by railway with their said bridge. Section 4. It shall be lawful for said company to establish rates of toll, which it may charge and collect on all locomotives, tenders, express, baggage, passenger and burden cars which may pass over said bridge and connections, and for such freight, passengers, or other things, as may pass or be transported over said bridge and connections: Provided, that the rates of toll shall be uniform and without discrimination as to all railroad companies, or persons and companies running or working a railroad or railroads, which have their terminus on either side of the Ohio river, at or near the city of Wheeling. And it is expressly enacted, that all freights and passengers passing over, or to pass over said bridge, eastward or westward, shall, where a transfer or change of cars is had or may be necessary, from one car to another, within twenty-five miles of said city, on either side of the Ohio river, be transferred and make such change of cars within the corporate limits of the city of Wheeling, and not elsewhere, except in cases where, from accidental delay of train, passengers would else fail to connect. 1 Section 5. Equal charges shall at all times be made to all railroads or companies operating railroads, by said company, on all freight and pas¬ sengers brought by them over, or to be transported over said bridge and connections, on similar classes of trade, travel, cars and engines; and the said bridge company shall at all times give equal facilities, in regard to the line of track, arrangement of time at which the track shall be used by the passenger and freight trains of said railroad companies or concerns, so as in nowise to prejudice the trade of one company or con- 1 See section 14. 240 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. cern to the advantage of another. But nothing herein contained shall be construed to prevent said bridge company from letting or leasing said bridge and connections, on contracts which provide that the said bridge shall not be so managed or used as to prejudice the trade or travel of one company or concern to the advantage of another. Section 6. So soon as the minimum of the stock of said bridge com¬ pany shall have been subscribed, and two dollars paid to said commis¬ sioners on each share, a general meeting of the stockholders shall be held in the city of Wheeling (where all meetings of the stockholders shall be held), at such time and place as may be designated by said com¬ missioners, or a majority of them, on ten days’ notice thereof, in some newspaper published in Wheeling, at which meeting directors shall be chosen, as hereinafter provided. Section 7. The business and affairs of said bridge company shall be under the control and management of a board of-directors, a majority of whom shall constitute a quorum for business. The said board shall con¬ sist of nine directors, to be annually appointed, and to hold their offices till their successors are appointed, seven of whom shall be chosen by the stockholders, who shall be entitled to vote on their stock, as is provided by the tenth section of chapter 57 of the code; and the other two direc¬ tors shall be appointed by the council of the city of Wheeling, and shall be stockholders of said bridge company, and residents of said city. The first board of directors, on the part of the stockholders, are to be chosen at the first meeting of the stockholders, and the two directors on the part of the said city for said first board, may be appointed as soon as may be after the minimum amount of said capital stock is subscribed. The said directors shall elect a president from their own number. Section 8. It shall be lawful for the Baltimore and Ohio Railroad Company, the Central Ohio Railroad Company, the Hempfield Railroad Company, or such companies or persons as may work said Hempfield Railroad, the Western Transportation Company of Pennsylvania (which is authorized to lease said Hempfield Railroad, and operate the same as a corporation of Virginia), any railroad company of Virginia, or any corporation of any other state, and the city of Wheeling, and all per¬ sons wishing to do so, to subscribe to the capital stock of said bridge company, and the same may be paid as herein provided, or by the bonds of stockholders, as may be agreed between them and the board of directors. Section 9. That said board of directors may let or lease the said bridge and its connections to others, with such agreements, conditions and restrictions as may be agreed upon, not inconsistent with this charter, such letting or leasing not being for a longer period at any one time than ten years; and the said railroad companies, or the company or persons working the Hempfield Railroad, when the said bridge is offered for lease, shall be regarded and taken as competent in law to become such lessee; and the railroad in operation from Pittsburgh to Wheeling, through Virginia, shall have equal advantages, in respect to the use of said bridge, with other railroad companies; but such lessee shall in all respects be bound by the provisions of this charter as fully as said bridge company. CORPORATE HISTORY. 241 Section 10. The city of Wheeling, or any stockholder, shall have right to prevent violations of this charter, and to enforce its provisions by injunction or otherwise. Section 11. The company hereby incorporated may purchase the Wheeling and Belmont Bridge Company’s bridges, if they deem proper for the purposes of this charter, and make such contracts as may be necessary therefor. Section 12. The said company hereby incorporated may borrow money for the purpose of constructing said bridge and connections, on such terms as may be allowed by the laws now in force and applicable to corporations, and issue its bonds therefor, with such security on its property, income and franchises, as the board may deem proper to give. Section 13. If the minimum of said capital stock is not subscribed, and said bridge company organized, within six months after opening the books, as herein provided, then the city of Wheeling may take the said capital stock, and erect and maintain said bridge, and appoint the board of directors for the management and control thereof, and have and enjoy the benefit of all the privileges, rights and franchises conferred or created by this act, and subject to all the restrictions and provisions thereof. Section 14. But the bridge hereby incorporated shall not be com¬ pleted and made ready for use until a first-class railroad, with proper equipment, is ready for use, either from Wheeling to the town of Wash¬ ington, in the state of Pennsylvania, or from Wheeling to Pittsburgh, in the state of Pennsylvania, such last-named road to be wholly on the east of the Ohio river: Provided, that it shall not be necessary or required to transfer any live stock within the incorporated limits of the said city of Wheeling, as provided for freight and passengers in the fourth section of this act. And the said company shall be subject to the pro¬ visions of the thirty-fifth section of the act entitled “ An act prescribing certain general regulations for the incorporation of railroad companies,” passed March nth, 1837. This act shall be in force from its passage: Provided, that the said bridge company shall not lease to the Baltimore and Ohio Railroad Company the said bridge, nor shall the said bridge company, or any of its lessees, permit any of the cars of said Baltimore and Ohio Railroad Company to run across the same, or permit the said company to trans¬ port any passengers or freight across said bridge, until the said com¬ pany shall agree, in writing, to be filed with the Board of Public Works, not to charge greater rate per mile for the transportation of passengers or tonnage from any depot in Virginia, on their road, to any other depot or any part of their road, than it does for the transportation of tonnage and passengers of the same class between any two depots on their road. And also, that the said company shall transport over their road the freight cars of any railroad now existing, or which may be hereafter constructed in Virginia, authorized to connect with the said Baltimore and Ohio Railroad Company, upon such terms as may be fair, to be agreed upon by the said companies and the Board of Public Works, or in case of disagreement between them, of an umpire to be mutually selected by them. 16 242 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS R\ . CO. STEUBENVILLE AND INDIANA RAILROAD COMPANY . 1 An Act to Incorporate the Steubenville and Indiana Railroad Company. Approved February 24, 1848. Section 1. Be it enacted by the General Assembly of the state of Ohio, That James Wilson, James Means, Nathaniel Dike, William McDonald, Daniel L. Collier, John Orr, John Andrews, David McGowan, James Gallagher, James McKinney, Roswell Marsh, James Turnbull, and Alex¬ ander Doyle, together with such as may hereafter become associated with them, their successors and assigns, be and they are hereby created a body corporate and politic by the name and style of the Steubenville and Indiana Railroad Company,” and as such shall have perpetual succession, and shall have and enjoy all the rights and privileges granted by, and be subject to all the restrictions and responsibilities imposed by, the act entitled “An act regulating railroad companies,” passed February elev¬ enth, one thousand eight hundred and forty-eight. Section 2. The capital stock of said company shall be three millions of dollars, divided into shares of fifty dollars each. Section 3. Said company are hereby authorized to construct a rail¬ road, with a single or double track, from Steubenville, in the county of Jefferson, by the route of Conotten creek, or Stillwater creek, as the one or the other may be judged by the company to be most eligible, to Mount Vernon, in the county of Knox; thence, by the most eligible line, to the Indiana state line, at any point between Willshire and Fort Re¬ covery, inclusive: Provided, that said company shall not be at liberty to locate and construct their road west of Mount Vernon on a line paiallcl to the line of road of any other railroad companies heretofore incorporated, which shall have organized and actually, in good faith, commenced the construction of their road before the company incorporated by this act shall have actually, in good faith, commenced the construction of that part of their road, nearer than twenty miles to the lines of said road, unless for the purpose of connecting therewith. Ohio Laws, vol. 46, p. 256. An Act to Amend the Act to Incorporate the Steubenville and Indiana Railroad Company, passed February Twenty-fourth, One Thousand Eight Hundred and Forty-eight. Approved March 12, 1849. Section 1. Be it enacted by the General Assembly of the state of Ohio, That the Steubenville and Indiana Railroad Company is hereby authorized to construct a branch 'road from Coshocton, in Coshocton county, to Columbus, in Franklin county, by way of Newark, in Licking county, or by way of Mount Vernon, in Knox county: Provided, that any company CORPORATE HISTORY. 243 hereafter constructing a railroad from the Ohio river, opposite Wheeling, Va., by way of the valleys of Short creek and Little Stillwater, shall have the right to connect such road with the road of the said Steubenville and Indiana Railroad Company, anywhere in the valley of the Tuscarawas river. Section 2. And said company is further authorized, with the consent of the legislature of Virginia, or by arrangement with any company that may have authority from said state, to construct a bridge or viaduct across the Ohio river, at Steubenville, so as to connect said road with a road leading eastward from that place: Provided, that said bridge or viaduct shall be so constructed as not to interfere with the navigation of said river. Section 3. That the mayor and town council of the town of Steuben¬ ville, in Jefferson county, and all other incorporated towns, through, or near which said road may be located; and the commissioners of Jefferson and all other counties, and the trustees of the several townships through which said road may be located, are each, respectively, hereby authorized to subscribe to the capital stock of said company; on the part of such counties, a sum not exceeding two hundred thousand dollars, and on the part of the several towns and townships, a sum not exceeding one hun¬ dred thousand dollars; and the commissioners of such counties, trustees of such townships, and town councils of such incorporated towns, so subscribing, are hereby empowered to make such loan or loans as shall be necessary therefor, at an interest not exceeding seven per centum per annum. And they are further hereby authorized to levy such an amount of tax upon the taxable property of their respective counties, townships and incorporated towns, as shall be necessary to pay the interest upon such loan or loans as it may become due: Provided, however, that all dividends arising from the proceeds of such road, which may fall to such counties, townships and incorporated towns, shall be first applied to the payment of such interest. Section 4. Before such subscription shall be made, as authorized in section three of this act, the legal taxpayers residing in said counties, townships and incorporated towns, aforesaid, shall, at the annual election held in such counties, townships, or incorporated towns, or at a special election ordered for that purpose, to be held at such time and place as the said commissioners, trustees and town council shall direct, decide by a majority vote in favor of such subscription; but if a majority of said taxpayers decide against subscribing said stock, then it shall be unlawful for said commissioners, trustees and town council, as aforesaid, to sub¬ scribe such stock. Section 5. Said company may connect its railroad by agreement with any other railroad corporation, and have all the powers, and be subject to all the restrictions and provisions of the act regulating railroad com¬ panies, passed February nth, 1848. Section 6. That all acts or parts of acts inconsistent with this act, are hereby repealed. Ohio Laws, vol. 47, p. 167. 244 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. An Act to Amend an Act to Incorporate the Steubenville and Indiana Railroad Company, passed February Twenty-fourth, One Thousand Eight Hundred and Forty-eight, and an Act Amending the Same, passed March Twelfth, One Thousand Eight Hundred and Forty-nine. Approved March 21, 1850. Section 1. Be it enacted by the General Assembly of the state of Ohio, That the commissioners of counties, the trustees of townships, and the corporate authorities of towns and cities subscribing to the capital stock of the Steubenville and Indiana Railroad Company, according to the provisions of the act amending the charter of said company, passed March 12th, 1849, shall be and are hereby authorized and fully empowered to raise the sums of money respectively so subscribed, either by the issue of bonds or certificates, or otherwise: Provided, that no bond or cer¬ tificates, or evidence of indebtedness, be issued for a less sum than one hundred dollars, and at not a greater rate of interest than seven per centum per annum. Section 2. That the trustees of any township so subscribing are hereby required to deposit with the auditor of the county in which the said town¬ ship shall be situated, a certificate of the amount of the bonds so exe¬ cuted, in conformity with the preceding section, from time to time, as they shall be called for by the authorities of the said railroad company, and it shall be made the duty of the county auditor to levy upon the taxable property of the several townships subscribing, respectively, an amount of taxes equal to the annual interest on the bonds so issued, which tax shall be collected by the county treasurer, .in the same manner and at the same time as the other taxes in the respective counties. Ohio Laws, vol. 48, p. 288. An Act Amendatory to the Act Incorporating the Steubenville and Indiana Railroad Company, and the Acts heretofore passed Amendatory thereto. Approved January 16, 1851. Section 1. Be it enacted by the General Assembly of the state of Ohio, That the trustees of any township, other than those through which the said road may pass, are hereby authorized to subscribe to the capital stock of the said railroad company, on behalf of the said township; provided, that the said subscription shall be made in the same manner, and subject to the same conditions, as are provided in the cases of other townships specified in the act to which this act is amendatory. Section 2. That it shall be the duty of the commissioners, trustees and councils, of the counties, townships and towns subscribing under the pro¬ visions of this act, and those to which it is amendatory, so soon as they can obtain par value for said stock, or when directed by a vote of their said counties, townships, or towns, to be ordered by said officers, respec¬ tively, on the petition of twenty or more voters thereof, and conducted in every respect as in cases of the elections provided for in the acts to CORPORATE HISTORY. 245 which this is amendatory, to sell or dispose of said stock, of such coun¬ ties, townships, or towns, in such manner as they shall think best, and apply the proceeds thereof to the payment of the debts of said counties, townships and towns, for and on account of said stock: Provided, that all bonds issued in conformity with the provisions of this act, and those to which it is amendatory, by the commissioners, trustees and councils of counties, townships and towns, shall be redeemable at any time after the year i860, at the pleasure of the counties, townships and towns issuing the same. Section 3. In all cases of elections which shall be held under the provisions of this act, or which have been or shall be held under the provisions of the act to which this is an amendment, which said election shall have or which may result in favor of subscriptions, it is hereby made the duty of the commissioners, trustees and councils, or their successors in office, before any bonds of said counties, townships, or towns have been issued, in pursuance of the provisions of said act, to file with the auditor of the county in which said election may have been holden, a certificate of their proceedings thereon, which said certificate shall be verified by the oath of one or more of the persons by whom said election may have been holden, and which shall be recorded by said auditor, and the said record, or a certified copy thereof by the said auditor, shall be conclusive evidence of the legality and validity of the subscriptions made by the commissioners, trustees, or councils to the capital stock of said company; and any bonds or notes, signed and issued by said commis¬ sioners, trustees, or councils, to pay the subscriptions of their respective counties, townships and towns to the said capital stock, shall be deemed and taken as conclusive evidence that the said bonds or notes were so signed and issued in pursuance of the said acts. Section 4. Thai the said company is hereby authorized and empowered to sell or negotiate the notes or bonds issued by said company, and also any other notes or bonds which may be delivered to said company in payment of subscription to its capital stock, at such times and places, in this state or elsewhere, and at such rates and prices as may be deemed best calculated to advance the interest of the company: Provided, that the vote taken as provided for in this act, shall be at the annual fall or spring election, and that a majority of all the votes given at such election shall be “ in favor of subscription,” in order to decide the question affirmatively. Ohio Laws, vol. 49, p. 458. Preamble and Resolutions, Authorizing the Steubenville and Indiana Railroad Company to Construct a Bridge, or Viaduct, ACROSS THE OlIIO RlVER, AT STEUBENVILLE. Passed February 25, 1852. Wherea-s, The General Assembly of the state of Ohio, by an act. passed March 12th, A. D. 1849, authorized and empowered the Steubenville and Indiana Railroad Company, with the consent of the Virginia legislature, 246 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. to construct a bridge or viaduct across the Ohio river, at Steubenville: Provided, that said bridge or viaduct be so constructed as not to interfere with the navigation of said river; And whereas, also, The legislature of the state of Ohio, has, heretofore, by acts bearing date December 30th, A. D. 1816, and February 18th, A. D. 1830, given her assent to the construction of similar works by the citizens of the state of Virginia; therefore, Resolved, by the Senate and House of Representatives of the state of Ohio, That the legislature of the commonwealth of Virginia is hereby requested to pass an act authorizing the consent of said commonwealth to the construction of a bridge or viaduct across the said Ohio river, by the said Steubenville and Indiana Railroad Company: Provided, that said structure shall be so erected as not in any way to interfere with, or obstruct, the navigation of said river. Resolved, That the governor of this state be requested to forward a copy of this preamble and resolutions to the governor of the common¬ wealth of Virginia, with the request that the same be laid before the legislature of said state, for their action thereon. Ohio Laws, vol. 50, p. 29. Joint Resolution Relative to the Construction of a Railroad from Steubenville, Ohio, to the Line of Pennsylvania. Passed January 28, 1862. Whereas, The condition of the country, in all its relations, calls upon us for the maintenance, not only of our civil institutions, but the develop¬ ment of all our material, agricultural and industrial pursuits—now, whilst the business of our state is and has been much retarded in the safe trans¬ portation of its products, for want of additional routes of trade and travel leading to the sea coast, and even when the general government itself was first threatened with rebellion, the same evil was sorely felt. The urgent need of our people, and the promptness and alacrity with which Ohio offered her blood and treasure to defend our sister state, Virginia, from invasion, justify us in calling upon her, believing the favor will be readily acceded to; therefore, be it Resolved, by the General Assembly of the state of Ohio, That the con¬ struction of a railroad from Steubenville, Ohio, over the territory of Virginia, to the state line of Pennsylvania, is demanded alike for the convenience of our people, the transportation of the mails, and the con¬ sideration before alluded to. Resolved, That the governor of the state be requested to forward a copy of this preamble and resolutions to the governor of the state of Virginia, to have the same laid before the legislature of said state, respectfully ask¬ ing them to grant the right of way for building the railroad aforesaid, across their territory, and for building and maintaining a bridge across the Ohio river, at or near the city of Steubenville. Ohio Laws, 1862, p. 141. 0 CORPORATE HISTORY. 247 AGREEMENT Steubenville and Indiana Railroad Company and the Trustees of Cadiz Township Relative to Construction of Cadiz Branch. Dated June 17, 1852. In consideration that the trustees of Cadiz township, in the county of Harrison, in the state of Ohio, have, in pursuance of a vote of said town¬ ship, executed and delivered to the Steubenville and Indiana Railroad Company the bonds of said township for the sum of one hundred thou¬ sand dollars, and further, that said trustees shall procure and provide good individual subscriptions to the capital stock of said company to the amount of thirty thousand dollars, to be expended on the branch road hereinafter described, and shall also procure releases for the right of way for said branch road, or additional stock sufficient to cover the damages which shall be assessed or allowed for the same. The said Steubenville and Indiana Railroad Company agree and obligate them¬ selves as follows, to wit: To construct and build a good and substantial first-class branch railroad from some point on the main line of said Steubenville and Indiana Railroad, near the summit in said county of Harrison, to a point at or near the town of Cadiz, in said county; to place on the same good and substantial superstructure, with a good and suitable compound or T rail; to equip and furnish the same with suitable, sufficient and proper freight and passenger cars and locomotives for doing all the business of said branch; to provide and construct at the termination of said branch, at or near the town of Cadiz, a suitable depot and warehouse and car and engine house; to run daily trains of cars from said town of Cadiz, so as to make the connection with the eastern and western trains on the main line of said road; to work and maintain and keep said branch road in good repair as such first-class branch railroad during the continuance of the charter of said company; and to complete the same ready for use within two months after the main line of said road shall be finished from Steubenville to the point of intersection of the main road and branch. The subscription of said thirty thousand dollars of individual stock to be collected without expense to said com¬ pany. Witness the signature of the president and seal of said company this 17th day of June, A. D. 1852. JAMES MEANS, President of the Steubenville and Indiana Railroad Company. Attest: J. G. MORRIS, Secretary. % PLAN OF REORGANIZATION. Approved by stockholders, April 9, 1864. Approved by board of directors, April 11, 1864. transfer of stock. Whereas, A sale of the property and franchises of the Steubenville and Indiana Railroad Company has been made, and will be confirmed at the 248 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. May term of the court, unless an arrangement, satisfactory to the cred¬ itors who have purchased the same, is at once concluded; And whereas, It is believed that an arrangement may be made to set aside the sale, and extend the time for the payment of the debts of the company, and, to this end, be it Resolved, That, in consideration that the purchasers of the road will consent to set aside the sale, abate the rate of interest in the future from seven to six per centum, extend the time of payment to 1st of January, 1884, and reduce their new principal to three millions of dollars, the shareholders will transfer to the trustees selected by the parties so reduc¬ ing their principal, the one-half of the capital stock owned by them, respectively, but the mortgage creditors shall not be bound to abate anything from their principal, nor reduce their rate of interest, unless all shareholders shall make the transfer aforesaid, and all other creditors shall agree to surrender their interest, and extend the time for the payment of principal; and, as to such stockholders and creditors, said debt is to continue at its full amount, and the conventional rate of interest is to remain in force. These provisions being for the benefit of the mortgage creditors, may be waived by them only. SECURITY OF PLAN. Resolved, That to carry out the plan for the reorganization of the com¬ pany, new securities should be given to creditors, and new certificates to shareholders; but, to the end that such plan may be securely consummated, the indebtedness of the company, as ascertained by the decree in the Harrison Common Pleas, and as it may be further ascertained and de¬ termined therein, is to continue as the indebtedness of the company; and in the event that any shareholder, or other creditor, will not agree to the reorganization, it shall be lawful for the trustees of creditors, secured by the new first mortgage, to cause an order of sale to be issued on said decree, and the franchises and property of the company to be sold there¬ under, as fully and effectually as if no arrangement were made by said creditors in pursuance of these resolutions. FIRST MORTGAGE. Resolved, That the directors of the Steubenville and Indiana Railroad Company be and they are hereby authorized to execute and deliver to the trustees, a mortgage upon all the franchises and property of the company, to secure the sum of three millions of dollars, to bear interest at six per centum, from the 1st of January, 1864, payable semi-annually, in New York; the principal payable on the 1st day of January, 1884, according to the usual forms of railway mortgages; and also, to execute and deliver three thousand bonds, for $1000 each, payable to said trustees, or bearer, negotiable by delivery, with interest warrants attached; said bonds to be used by said directors for the benefit of the company in the reor¬ ganization of its affairs, with the holders of the original first and second mortgages, and the Pennsylvania Railroad Company. Said mortgage, when so executed and delivered, shall be known as the first mortgage of the company. It may provide that said bonds may be CORPORATE HISTORY. 2 49 convertible into the stock of the company, at par, at any time before the maturity of the bonds. SECOND MORTGAGE. Resolved, That the directors, for the purpose of absorbing the third mortgage bonds, the income bonds, and the other debts of the company, howsoever evidenced, as well as for the other purposes contemplated by the act of 9th April, 1863, to authorize railroad companies to increase their capital stock and issue of bonds in certain cases, are also hereby authorized to execute and deliver to trustees, another mortgage upon all the franchises and property of the company, to be called the second mortgage, for the sum of fifteen hundred thousand dollars, the principal payable on 1st April, 1894, with interest from 1st April, 1864,- payable semi-annually, in New York, in the usual forms of railway mortgages, and also to execute and deliver fifteen hundred bonds, of $1000 each, pay¬ able to said trustees, or bearer, negotiable by delivery. But the principal sum of this mortgage shall not become due upon failure to pay the interest, nor shall said trustees or bondholders be entitled to foreclose the same before the maturity of the first mortgage, without the consent of a majority of the holders of said first mortgage, unless the funds of said company shall be misapplied. And the bonds so issued and secured, shall be used by the directors for the best advantage of said company, but for no other purpose than one of those authorized by the act aforesaid. DEED CONVEYING FRANCHISE. Resolved, That the directors of this company, in case they shall not be able to arrange with the purchasers of the railroad, property and franchises of the company, for a reorganization of the company, by setting aside the sale heretofore made, shall be and are authorized to execute and deliver to said purchasers, or their assigns, a deed, conveying to them the fran¬ chises theretofore enjoyed by this company, which are not, by the laws of Ohio, subjects of judicial sale, upon the best terms and conditions which can be obtained within the provisions of the act of the 4th April, 1863, supplementary to the act “ To provide for the creation and regula¬ tion of incorporated companies in the state of Ohio." CAPITAL STOCK. Resolved, That the capital stock of this company shall be and hereby is increased by the addition thereto of the sum of three millions five hundred thousand dollars, for the purpose of enabling the holders of the first and second mortgage bonds to convert the same into said capital stock, at the par value thereof, at their option, to be exercised before maturity of bonds, but for no other purpose whatsoever. CENTRAL OHIO. Resolved, That, in the opinion of the shareholders, it is inexpedient tO' extend the company’s line from Newark to Columbus, if an arrangement can be made with the Central Ohio Railroad Company for the purchase 25O PITTSBURGH, CINCINNATI. CHICAGO AND ST. LOUIS RY. CO. of an undivided half of so much of said road as is common to the route and charters of both companies. And the directors are authorized and requested to make the purchase of said undivided interest, and for the purpose of paying the purchase money, as soon as said sale shall be confirmed by the Circuit Court of the United States, are authorized to issue bonds, not exceeding the sum of seven hundred and seventy-five thousand dollars, and to secure the same by a mortgage of the property so bought, and, if need should be, of the other property of said company, but, as to the latter, subject to the new first and second mortgages. And they are authorized to deliver said bonds to the Central Ohio Railroad Company in payment, or to sell the same, and apply the pro¬ ceeds, or to hypothecate the same for the money so to be used in pay¬ ment. Resolved, That the time within which creditors and stockholders may subscribe to the plan of reorganization, be extended to Monday, the 19th of May, being the day preceding the next term of court in Harrison county, and that all who do not subscribe on or before that day, shall be ex¬ cluded from participation in the benefits thereof. DECREE Of Common Pleas Court, Harrison County, Ohio, Ordering Sale of Steubenville and Indiana Railroad and Decree Setting Sale Aside. This cause came on to be heard on the petition of the plaintiffs, the joint answer of Jeremiah Wilbur and Henry M. Alexander, trustees under the first and second deeds of trust, executed by said Steubenville and Indiana Railroad, and which are hereafter designated as the first and second mortgages, the answer of Samuel McClelland and the trustees of Cadiz township, the Steubenville and Indiana Railroad Company having been duly served with process, and having failed to answer or demur, and having made default after having been three times called to appear and answer, and also upon the exhibits and testimony, in open court, and was argued by counsel, and the court being fully advised in the premises, find in the matters in controversy between the plaintiffs and said trustees under the first mortgage, the law and the equity to be with said trustees, and the court find: 1st. That said Steubenville and Indiana Railroad Company is insol¬ vent, and wholly unable to pay its debts, or the interest accrued thereon; and that the creditors are entitled to have their liens ascertained, their priority established, and the property and rights of said company sold and the proceeds of the sale distributed. 2nd. That taxes are due and unpaid, which amount to the sum of $-, and that for the principal and interest, excluding the penalties, they are a paramount lien on all the property of said company. 3rd. That it was necessary for said company to borrow money, in order to complete said road, and that the mortgage was lawfully exe¬ cuted and recorded as alleged in the answer of the trustees; that the bonds CORPORATE HISTORY. 251 were issued by the company, sold to bona fide holders, and the proceeds applied to the road; that said mortgage undertook to pass the then acquired and the thereafter to be acquired property of said company, and the bonds were taken by the purchasers relying on said mortgage and its covenant for further assurance; that by the tenor and effect of said bonds and mortgage, they were to become due on failure of the com¬ pany to pay any installment of interest; that the company failed to pay the interest on the 1st day of July, 1857, and at subsequent failures the trustees were required to proceed to force the collection of the same; that there is due on said bonds, which are in number 1500, and as between the several holders are equal in equity, the sum of $1,500,000; that there is due thereon for interest up to and including the 31st day of December, 1863, $735,000; that there is also due for interest on the coupons or interest warrants, as alleged in the answer of said trustees, the court allowing on this only 6 per cent., the sum of $143,325. These sums, after the payment of costs herein and taxes lawfully assessed, con¬ stitutes the first lien on said company’s road, its rights, property and franchises, except the Cadiz branch, of which sums so found, $2,235,000 shall bear interest at 7 per cent., and $143,325 at 6 per cent, from Janu¬ ary 1st, 1864. 4th. That said company also lawfully executed its second mortgage at the time as alleged in the petition and answer of the trustees, that it was recorded as therein alleged, that it contained similar clauses to the first mortgage, and the principal was to become due and payable upon failure to pay any installment of interest; and that said company, on the first day of October, 1857, made default in paying said interest, and ever since failed to pay the same; that 900 bonds of $1000 were prepared by said company under its second mortgage, but being unable to negotiate the same upon the credit of the company and the security of said mort¬ gage, procured the Pennsylvania Railroad Company to inscribe upon 500 of said bonds the guaranty of that company, by which it bound itself to pay the holders of said guaranteed bonds the principal and interest thereof; and as to said 500 bonds, the court find that the said Steuben¬ ville and Indiana Railroad Company paid interest thereon up to the first of October, 1857, and that subsequently on each first day of April and October in each year thereafter, the Pennsylvania Railroad Com¬ pany paid the sum of $17,500 for interest on said guaranteed bonds. There is due to the holders of said bonds the sum of $500,000. There is due to the Pennsylvania Railroad Company for interest paid by it the sum of $236,250. There is due to said company for interest on the interest so paid, the sum of $44,362.50. That the residue of said bonds, namely, 400 in number, were deposited with Robert Garrett and Sons, Baltimore, Md., for sale, and there were sold 20 in number; and the court find there is due to the holders thereof the sum of $20,000, for interest thereon the sum of $9450, for interest upon said interest $1174.50; and as to the residue of said second mortgage bonds, the court find that they, 380 in number, remain in the possession of the said Robert Garrett and Sons, who are unable to sell the same, and that said company made a contract with them, by which they were to advance moneys from time to time as the 252 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. necessities of said company required, and that said Garrett and Sons were to rely on the second mortgage bonds in their hands as indemnity and security for said advances, and in pursuance of said contract, and on the faith of said pledges, said Garrett and Sons advanced to said company, to be expended in completing the road and in the payment of coupons on the other bonds, a large sum of money, and the court find there is due to them on account of said advances, including interest to the first of January, 1864, the sum of $503,204.42, which sum the court find is less than the amount due for principal and interest on said bonds, said prin¬ cipal amounting to $380,000, the interest $246,050, together the sum of $626,050; and for the sums so severally found due, the said holders of the second mortgage bonds and the Pennsylvania Railroad Company and said Robert Garrett and Sons, without priority as between themselves, are entitled to a lien on said railroad, except the Cadiz branch, and the property, rights and franchises of said company, after and postponed to the lien found in favor of the first mortgage bondholders, which sums are to bear interest at 7 per cent., except the sum of $46,537, which bears interest at 6 per cent. 5th. The court find that on the 7th of April, 1855, the said company, after the completion of its road to Newark from Steubenville, executed and delivered to said Wilbur and Alexander, as trustees, a supplemental mortgage upon all the property, franchises, and income of said company, that said supplemental mortgage was executed in compliance with the covenants contained in said first and second mortgages for further assur¬ ance to said trustees, and that the same operated and enured in equity for the benefit of the parties owning and entitled to the bonds of said first and second mortgages, in the order of priority as established by those instruments, and not in derogation of any rights or of any lien or the order thereof as they heretofore existed. 6th. And the court find that on the 15th day of February, 1856, said company executed and delivered to Martin Andrews and Stuart B. Shotwell, as trustees, the third mortgage on said road, which was duly recorded as in their answer alleged, and which the court find included the Cadiz branch road; that bonds to the amount of $600,000 were pre¬ pared for issue by said company under said mortgage; that bonds had been sold in good faith to the amount of $34,000; that there is due for interest thereon the sum of $-; that other bonds of said issue have been hypothecated and pledged to various parties for various sums of money to the amount of $230,000; that the Pennsylvania Railroad Company has in its possession of said issue bonds to the amount of $269,000; that said company has advanced in money to the Steubenville and Indiana Railroad Company a large sum of money with an agreement that the money for passengers and freight coming into its hands be¬ longing to the Steubenville and Indiana Railroad Company should be retained by it and applied to said account, and as additional security for the same account has in pledge the third mortgage bonds aforesaid, which exceed in amount the balance due on said account, and the residue of said bonds to the amount of $67,000 are in the possession of the said company not sold, pledged, or hypothecated, or if so pledged, have been CORPORATE HISTORY. 253 redeemed by said company, and the court find that the said third mort¬ gage is the first mortgage lien on the Cadiz branch road, and the third lien on the residue of said railroad and other property. 7th. And the court find that said company also issued certain bonds called income bonds, subsequent to the record of the first and second mortgages, and before the execution and record of the third mortgage, which said bonds undertook to pledge the income of said road to the payment of the same; that of said bonds there were actually sold by said company to bona fide holders the sum of $121,185; there were hypothecated as security for other debts bonds to the amount of $261,000. These are now held by said company, never having been issued, or having been issued were retained by the company in exchange for third mortgage bonds and otherwise the sum of $36,825 and the court find that there are other obligations of said company, which were reduced to judgment, or existing in the shape of promissory notes, books of account and out¬ standing contracts to an amount not satisfactorily brought to a knowl¬ edge of the court, and for the purpose of ascertaining the parties, the dates and amounts due on all the claims against said company and not herein specially found and ascertained, this cause is ordered to be referred to the receiver to make report thereon, to the next term, and all ques¬ tions arising as to the priority of the liens, except as to the first, second and third liens, are reserved. And the court further find that the contract set out in the exhibit, to the answer of the trustees of Cadiz township, and filed with said answer ' in this case, was duly entered into on the 17th day of June, 1852, as in the answer alleged, by and between said trustees and said company, that the conditions therein recited on the part of said trustees of said town¬ ship have been fully and faithfully performed by them, and that the con¬ ditions therein recited to be performed on the part of said company are a subsisting and continuing contract remaining in full force. And the court further find that the trustees of the third mortgage had notice of said contract at the time of the execution of their mortgage, and whether the trustees of the first and second mortgages had notice thereof is re¬ served to the next term. .It is thereupon ordered, adjudged and decreed by the court, that the Steubenville and Indiana Railroad Company, on the 1st day of January, 1864, to which date, by assent of the parties, said railroad company included, and the same day being more favorable to said company, the amounts due having been liquidated and ascertained, shall pay or cause to be paid to the trustees under the first and second mortgages, the amounts so as aforesaid found to be due to them, for the benefit and behoof of the several holders of the bonds under the said first and second mort¬ gages to be paid out by them only on the production of said bonds, and in default of such payment, that Stephen R. McGee, as special master commissioner, shall cause the said mortgaged premises to be sold accord¬ ing to law, to wit: the entire property and road of the said Steubenville and Indiana Railroad Company lying within the towns of Steubenville and Newark, and between the same and the branch thereof to Cadiz, including the rights of way held and contracted for by said company, 254 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. together with the superstructure and tracks thereon, and all side tracks,, turn-outs, depot grounds and buildings thereon and appertaining thereto, and all other the franchises, rights and privileges of said company which under the laws of the state of Ohio are subject to judicial sale and may pass thereby, including also, as part of said premises, all machine shops, turn-tables, water stations, warehouses and lots and lands used in operat¬ ing said road, and held by it for that purpose, and all the engines, loco¬ motives, cars and machinery, tools and all other property used in operat¬ ing and maintaining said road, belonging to said railroad company. And it is ordered by the court, to avoid sacrifice, that the personal property shall also be appraised and sold for not less than two thirds of its appraised value at the same time that said railroad is sold. And the master is ordered to make said sale at Steubenville, and that he cause it to be advertised for sale in at least one newspaper in each county through which said railroad passes, and also in one newspaper in New York and Cincinnati; and the court allow as compensation, chargeable against the proceeds, to the trustees under the first mortgage, $2500; to the trustees under the second mortgage, the sum of $2500; to the trustees under the third mortgage, upon surrender of the bonds of the third mortgage received by them, the sum of $500 each; and the court allow as compensation to the counsel of the trustees under the first and second mortgages the sum of 2j4> per cent., payable out of the moneys for dis¬ tribution; and until sale and confirmation thereof the interlocutory order theretofore made in this cause is continued in force. And afterward, to wit, on the 6th day of January, 1864, an order of sale was issued in this case by the clerk of the court aforesaid, directed and delivered to the special master commissioner heretofore appointed (S. R. McGee), in obedience to which order of sale the said master com¬ missioner levied upon and caused to be appraised all the property de¬ scribed in the foregoing decree of this court, by virtue of which decree the said order of sale was issued. And afterward, to wit, on the 27th day of February, 1864, said master commissioner did sell said property to John Edgar Thomson, Henry M. Alexander and George W. McCook at and for the sum of $1,908,889. And afterward, to wit, on the 25th day of October, 1866, being term time, came the parties and on motion Ashbel Green, Robert Sherrard, Jr., and R. C. Hoffman were appointed special masters to examine and report upon the accounts of Thos. L. Jewett, Esq., the receiver heretofore appointed in this case. And it is further ordered, that said commis¬ sioners make report to the next term of this court. And afterward, to wit, on the 13th day of February, 1867, being term time, the reports of the commissioner upon the accounts of Thomas L. Jewett, receiver in this cause, having been filed, it is ordered that the motion to confirm the sale and all questions arising thereon stand continued to the next term, and it is further ordered that the accounts of the receiver for the time not included in the report, namely, from and including the 1st day of January, 1867, be referred to the same commis¬ sioners or any two of them, with directions to report at the next term of this court. CORPORATE HISTORY. 255 And afterward, to wit, May 16, 1867, being term time, on motion to the court by the counsel for the executors of John Andrews, deceased, leave is given to the said executors to withdraw the motion made herein against the receiver in this case without any determination thereon by the court, and said motion was withdrawn accordingly. And on the same day, May 16, 1867, being still term time, this cause came on to be heard upon the accounts of the receiver heretofore appointed herein, of his receipts and disbursements as such, and his transactions in the man¬ agement of said trust, from the commencement thereof up to and includ¬ ing the 31st day of December, 1866, together with the report thereon of Ashbel Green, Robert Sherrard, Jr., and R. C. Hoffman, the commis¬ sioners to whom the said account, and all the vouchers in support thereof, were referred at a former term, and there having been no exceptions filed thereto, the court thereupon, on consideration thereof, and being satis¬ fied the said accounts and report are correct, ordered and decreed that the said accounts and the report of the commissioners stand approved and confirmed, and the court’s further order confirmed; and the court further order that the vouchers in support of said accounts shall remain for security thereof and the protection of the said receiver in the safes oi said Steubenville and Indiana Railroad Company, instead of on the files of this court, and as compensation to the said commissioners, including all expenses, the court allow the sum of $750 to each, to be paid by the said receiver and charged as costs in this case. And for further accounting by the receiver, and the determination of the other questions involved, this case is continued. And afterward, to wit, on the 26th day of October, 1870, being term time, on motion to the court in behalf of the Steubenville and Indiana Railroad Company and by consent of John Edgar Thomson, H. M. Alexander and Geo. W. McCook, the purchasers at the sale of the prop¬ erty and franchises of said railroad company, made on the 27th day of February, 1864, at Steubenville, by S. R. McGee, the special master commissioner, heretofore appointed, and by consent of the counsel of the first mortgage bondholders, who alone would have been entitled to the proceeds of said sale if the same had been confirmed, and all parties then having superior liens to said first mortgage bondholders having been paid, it is ordered and decreed that said sale be and the same is hereby set aside, the costs of the same to be paid by the Steubenville and Indiana Railroad Company. And afterward, to wit, on the 27th day of October, 1870. being yet term time, this cause came on to be heard upon the petition and answers of the several defendants and motions and reports herein, and was argued by counsel, and the court being fully advised in the premises, does find: 1st. That all superior liens for taxes due the state of Ohio, and the treasurers of the counties of Coshocton, Jefferson. Licking and Har¬ rison have since the filing of their several answers herein, been paid off and discharged by the receiver. 2nd. That there are now pending before the court, no motions or answers in behalf of any creditors of the fund in the hands of the re¬ ceiver for any debts created by the receiver, nor for any liability incurred 256 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. by him in the management of said railway, nor for any preferred claims, except the preference arises by mortgage. 3rd. That the accounts of the receiver have been adjusted and settled up to the 1st day of January, 1867; that on the 12th day of February, 1867, a reorganization of the Steubenville and Indiana Railroad Com¬ pany was approved by the stockholders of said company, and that in anticipation of such reorganization the accounts of said company were kept from the day to which said receiver’s accounts were settled, namely, from the 1st day of January, 1867, including that day. 4th. That the indebtedness of the receiver existing on that day, in¬ cluding that for which he had made himself personally responsible, have been paid off or merged in bonds of the company as reorganized, or assumed by the company in arrangement with the creditors. 5th. That the receiver has in his hands 18 bonds of the Union and Logansport Railroad Company, for $1000 each and of the value of 75 cents on the dollar, which were the property of said receiver before the reorganization. 6th. That after the sale of the property and franchises of said com¬ pany, an arrangement was made by which the plaintiffs, the trustees of the first, second and third mortgage bondholders, and all the bond¬ holders secured by said mortgages, where they could be reached, and whose bonds are not in controversy, have accepted new securities, in part of their indebtedness, and have surrendered the residue thereof, and in pursuance of said arrangement, that said sale has been set aside, and that no persons entitled in equity to any relief in this case, are now claiming to enforce the same, either against said railway or the fund remaining in the hands of the receiver. It is therefore by the court here, now ordered, adjudged and decreed, that all the motions pending in this cause be overruled, and that the de¬ fendants who have answered, and whose claims are not otherwise in this cause determined are not entitled to the relief sought in the case. And that the petition be and the same is hereby dismissed, saving however, to all the parties hereto, their rights against the Steubenville and Indiana Railroad Company and the company as reorganized, and without prejudice to their liens and rights against said companies, and saving further to the trustees of Cadiz township all rights as found and declared hereto¬ fore, to wit: at the October term, 1863, of this court, page 171 of Journal I, and by the decree then entered declaring the contract with the Steubenville and Indiana Railroad Company to be in full force and continuing. And it is further ordered, adjudged and decreed by the court, that the said receiver be and he is hereby discharged from all liability and responsibility in respect to said trust; and it is ordered and decreed further that the receiver herein shall retain as his own property the said 18 bonds of the Union and Logansport Railroad Company for his expenses during the existence of said receivership from the 12th of September, 1859, to the 1st of January, 1867, in lieu of the money com¬ pensation of $3000 per annum recommended by the commissioners who settled his account, the said receiver having agreed to accept the same in discharge. CORPORATE HISTORY. 257 And it is further ordered, adjudged and decreed by the court that the costs herein are to be taxed against the Steubenville and Indiana Railroad Company, and to be paid within 30 days from taxation, and in default thereof, by the reorganized company within a like time of 30 days. DEED. Central Ohio Railroad Company to Steubenville and Indiana Railroad Company. Dated August 31, 1864. Conveying the undivided one-half of the railroad between Newark and Columbus, Ohio. This indenture, made the thirty-first day of August, in the year of our Lord one thousand eight hundred and sixty-four, between the Central Ohio Railroad Company, party of the first part; Hugh J. Jewett, receiver of the said company, duly appointed by the Circuit Court of the United States for the District of Ohio, party of the second part, and the Steuben¬ ville and Indiana Railroad Company, party of the third part: Whereas, The said the Central Ohio Railroad Company and the Steu¬ benville and Indiana Railroad Company now use the track of the Central Ohio Railroad, from Newark to Columbus, in the state of Ohio, in com¬ mon; which said track is owned by the said Central Ohio Railroad Com¬ pany, and the said Columbus is a point common to both of said railroads by their respective charters, and the said the Steubenville and Indiana Railroad Company use the said track; And whereas, It is for the interest of both of the said companies that the said track should be used by them in common, and the construction of another line between the said points avoided; And whereas, By an act of the General Assembly of the state of Ohio, passed on the seventh day of April, A. D. 1863, entitled “ An act to pro¬ vide for the adjustment of the affairs of insolvent railroad companies, and for their reorganization without a sale of the property thereof,” it is enacted that in case judicial proceedings are or may thereafter be pending in any of the courts sitting, or which may sit in said state, for the sale of any railroad, and the same is in the hands of a receiver or receivers, appointed by such court, and in case the railroad involved in such judicial proceedings may be used in whole or in part by said company, in common with any other railroad company, on the same track, between any points on the line common to both, and within the limits of termini established by the charters of both of such companies, it shall be lawful for said company owning the said railroad, if the same can be done without im¬ pairing the usefulness thereof to the company owning the same, to lease for a period of years, for an annual rentage, or to sell for a fixed sum to the said railroad company to which the said line of road in whole or in part is common, an undivided interest in the same, upon such terms and conditions as may be agreed upon; such lease or sale to be reported to and approved by said court, and when so made and approved, the lessee or vendee thereof shall hold the same free from any previous lien which had been put thereon; 1 7 258 PITTSBURGH, CINCINNATI,' CHICAGO AND ST. LOUIS RY. CO. And, whereas, The said companies, parties of the first and third parts hereto, have not been able to arrange for a lease of said track between Newark and Columbus, but have agreed upon a sum for the sale and purchase of an undivided interest therein, as hereafter mentioned, which sale can be effected without impairing the usefulness of the said track, so used in common, to the said party of the first part hereto, And whereas, By a contract between the parties of the first and third parts hereto, dated the fourteenth day of March, Anno Domini 1864, duly executed in the respective names by their respective presidents, and sealed with their respective corporate seals (a copy of which contract is hereto annexed, attested by the signatures of the respective presidents of the parties of the first and third parts hereto, and of the party of the second part hereto, and is made part hereof), the said party of the first part did agree to sell, and the said party of the third pait hereto did agree to purchase the one undivided half of so much of said Central Ohio Rail¬ road as lies between Newark and Columbus aforesaid, being the part thereof now used in common by the said two railroads, including all depots, depot grounds, machine shops, stations and side tracks, and all other property within and between the said two points, of every kind and description, except locomotives and all other description of rolling stock, for the price or sum of seven hundred and seventy-five thousand dollars, said contract to be subject to the approval of the boards of directors of each of said two companies, and also of the said court, as by reference to said recited contract will fully appear; And whereas, The said Hugh J. Jewett, receiver as aforesaid, party of the second part hereto, having duly reported said contract to said Circuit Court of the United States for the District of Ohio, with a recommenda¬ tion that said court approve and confirm the same, and the said receiver having given due public notice thereof, according to law and the orders of the said court, it was so proceeded in that the said court, at the June term thereof of this year, made an order and decree in the words follow¬ ing, to wit: “ Now comes Hugh J. Jewett, Esq., receiver in this cause,” (viz., the case of George S. Coe, trustee, vs. the Central Ohio Railroad Company, et al., in chancery 1191) “and presents his report, which is ordered to be filed, whereby it is made known to the court that he, the said receiver, in obedience to the order of the court, heretofore made in that behalf, and without unnecessary delay after the entering of said order, caused to be published in ten consecutive issues of the New York Times and the Cincinnati Commercial, each issued daily, notices to all parties concerned that a sale had been reportetd to this court by the Central Ohio Railroad Company, of the undivided half of the line of its road between Columbus and Newark, pursuant to the act of the General Assembly of the state of Ohio in such cases; and that the same would stand confirmed by this court at the then next June term thereof, unless exceptions should be filed on or before the first day of June then next, being the present month of June, and no exceptions having been filed to said report of sale, and no party or person interested objecting thereto, it is ordered by the court that the said sale be and the same is hereby confirmed; and upon CORPORATE HISTORY. 259 the payment, by the said Steubenville and Indiana Railroad Company, to the said receiver, of the amount of purchase money mentioned in said contract of sale, the said receiver is hereby ordered and directed to exe¬ cute, in conjunction with the proper officers of said Central Ohio Rail¬ road Company, a deed for the said undivided interest to the said Steuben¬ ville and Indiana Railroad Company, and to deliver to said company possession of said undivided interest, in pursuance of the provisions of said contract, and the court doth order that the reports of the receiver touching said sale, and the notices and proofs of the publication thereof, be made part of the complete record of this cause,” as in and by the records and proceedings of said court will fully appear; And whereas, At a meeting of the board of directors of the party of the third part hereto, held on the eleventh day of April, one thousand eight hundred and sixty-four, the said board did ratify and approve the said contract above recited; And whereas, At a meeting of the board of directors of said party of the first part, held on the thirtieth day of August, Anno Domini one thousand eight hundred and sixty-four, the said board did also ratify and approve the said contract above recited, and did authorize and direct their president to execute and deliver, in the corporate name of the company, in conjunction with the party of the second part hereto, as receiver afore¬ said, a good and sufficient deed to the party of the third part hereto, in fee for the said undivided half of said track and property, and the fran¬ chises, rights, privileges, immunities and incidents thereto belonging or appertaining, free, clear and discharged of and from all liens, trusts or incumbrances whatsoever, and to affix the corporate seal of the company to said deed, and to duly acknowledge the same according to law: Now, this indenture witnesseth, That the said parties of the first and second parts hereto, in pursuance and execution of the said contract, and of the order and decree of the said court, respectively, above recited, and of all and every estate, trust, power and authority in them or either of them vested, and in this behalf enabling, and for and in consideration of the sum of seven hundred and seventy-five thousand dollars, lawful money of the United States of America, unto the said party of the second part hereto, as receiver aforesaid, and of the sum of one dollar, lawful money, unto the said party of the first part hereto, respectively paid by the said parly of the third part hereto, at or before the execution hereof, the receipt of which said sums are hereby respectively acknowledged, and the said party of the third part hereto forever released and exonorated therefrom, have, and each of them, the said parties of the first and second parts hereto, hath granted, bargained, sold, aliened, enfeoffed, released, assigned, transferred and conveyed, and by these presents do, and each of them doth grant, bargain, sell, alien, enfeoff, release, assign, transfer and convey unto the said the Steubenville and Indiana Railroad Company, their successors and assigns, all the said one full, equal and undivided moiety or half part of so much of said Central Ohio Railroad as lies between Newark and Columbus, in the state of Ohio, and more particu¬ larly described as follows, to wit: Beginning at the point of connection of said Central Ohio Railroad with the railroad of the party of the 260 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. third part, and ending at its point of connection with the Xenia and Columbus Railroad, being the western terminus of the Central Ohio Railroad; and also a like undivided moiety of all the lands, rails, bridges, wharves, fences, rights of way, depots, depot grounds, machine shops, stations, side tracks, works, masonry, and other superstructure, real estate, buildings and improvements whatsoever of the said railroad, and of all other property, of every kind and description, lying and being in Newark and in Columbus aforesaid, and between the said points, but not including locomotives or rolling stock; together with all and singular, the rights, privileges and immunities and franchises to the said hereby granted undivided half belonging or in anywise appertaining, and to¬ gether with all and singular the streets, roads, lanes, waters, water courses, easements, rights, liberties, privileges, hereditaments and appurtenances whatsoever, unto any of the said hereby granted premises and estates belonging and appertaining, or to belong and appertain, and the rever¬ sions and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, property, claim, and demand of every nature and kind whatsoever of the said parties of the first and second parts hereto, as well at law as in equity, of, in and to the same, and every part and parcel thereof: To have and to hold the said undivided half part of and in said de¬ scribed railroad and property, and the rights and privileges and immu¬ nities thereto belonging or appertaining, hereditaments, property and premises hereby granted or mentioned, and intended so to be, with the rights, liberties, privileges, incidents and appurtenances aforesaid, unto the said the Steubenville and Indiana Railroad Company, their successors and assigns, to and for the only proper use, benefit and behoof of the said the Steubenville and Indiana Railroad Company, their successors and assigns, forever, free, clear and discharged of and from all trusts, liens and incumbrances whatsoever; and the said the Central Ohio Rail¬ road Company, and their successors, all and singular the hereditaments, estates and premises, and rights hereby granted or mentioned, and intended so to be, with the appurtenances, unto the said the Steuben¬ ville and Indiana Railroad Company, their successors and assigns, against them, the said the Central Ohio Railroad Company, and their successors, and against all and every person and persons, corporation or corpora¬ tions, whomsoever and whatsoever, lawfully claiming or t£ claim the same, or any part thereof, by, from or under them, or either of them, shall and will warrant and forever defend by these presents. And the said Hugh J. Jewett, receiver as aforesaid, doth hereby covenant, promise and agree, to and with the said the Steubenville and Indiana Railroad Company, their successors and assigns, that he hath not done or com¬ mitted, or wittingly or willingly suffered to be done or committed, any act, matter or thing whatsoever, whereby or by reason whereof, the estates, rights and premises aforesaid, hereby granted, or any part thereof, are, is, can or may be impeached, changed or evicted in title, estate or otherwise howsoever. In witness whereof, The said the Central Ohio Railroad Company hath caused its corporate seal to be hereto affixed, and these presents to be CORPORATE HISTORY. 26 l subscribed by its president, and attested by its secretary; and the said Hugh J. Jewett, receiver as aforesaid, hath, in obedience to the order and decree of the said court, above recited, hereto subscribed his name and set his seal; done, respectively, the day and year first hereinbefore written. i r, *775 ' The Central Ohio Railroad Company, / Kev. Stamps. \ By H. J. JEWETT, President. Attest: WM. WING, Secretary. Signed, sealed and delivered in the presence of us, WM. PRICE, DELAFIELD DUBOIS. H. J. JEWETT, [seal] Receiver of the Central Ohio Railroad Company. Noth.—T here being hereto affixed U. S. internal revenue stamps to the aggregate amount of seven hundred and seventy-five dollars. COPY OF AGREEMENT. Agreement between the Central Ohio Railroad Company and the Steu¬ benville and Indiana Railroad Company: Whereas, The Central Ohio Railroad Company and the Steubenville and Indiana Railroad Company use the track of the Central Ohio Rail¬ road, from Newark to Columbus, in common, and Columbus is a point also common to both roads by charter; And whereas, It is for the interest of both roads that this track should be used by them in common, and the construction of another line be¬ tween those points avoided. And whereas, By the act of the General Assembly of the state of Ohio, passed 7th April, 1863, “ To provide for the adjustment of affairs of insolvent railroad companies, and for their reorganization without a sale of the property thereof,” the company owning the track so used in common, is authorized to sell for a fixed sum to the other company an undivided interest in that part of the road common to both; And whereas, Judicial proceedings are pending in the Circuit Court of the United States, sitting in the state of Ohio, for the sale of the Central Ohio Railroad, and said road is now in the hands of a receiver; And whereas, Said companies have not been able to arrange for a lease of said part of track, but have been able to agree upon a sum for the sale and purchase of an undivided interest therein: Now this agreement, made this fourteenth day of March, 1864, between said Central Ohio Railroad Company, of the first part, and the Steuben¬ ville and Indiana Railroad Company, of the second part, witnesseth: First. The party of the first part agrees to sell, and the party of the second part to buy, the one undivided half of so much of said Central Ohio Railroad as lies between Newark and Columbus, being the part thereof now used in common by the two roads, including all depots, depot grounds, machine shops, stations and side tracks, and all other property within and between the two points named, of every kind and description, except locomotives and all other descriptions of rolling stock. 262 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Second. The sale to take effect as of the day when it shall be con¬ firmed by the Circuit Court of the United States; the payment to carry interest as of that day; the deed to be executed and possession delivered immediately thereafter, upon demand. Third. The consideration for this sale is the sum of seven hundred and seventy-five thousand dollars ($775,000), to be paid and secured to be paid by the party of the second part to the party of the first part. Fourth. The payment, or securing the purchase money, and the exe¬ cution and delivery of the deed, are to be contemporaneous acts. Fifth. This contract of sale is subject to the approval of the boards of directors of each company, and also of the court, as aforestated. In witness whereof, The parties have executed this contract in dupli¬ cate, and have caused to be affixed the corporate seals thereof, respec¬ tively, this fourteenth (14th) day of March, 1864. The Central Ohio Railroad Company, By H. J. JEWETT, President. The Steubenville and Indiana Railroad Company. By THOS. L. JEWETT, President. contract of sale referred to in the foregoing indenture or deed. H. J. JEWETT, President. H. J. JEWETT, Receiver. THOS. L. JEWETT, President. Received, the day of the date of the foregoing indenture, of the said the Steubenville and Indiana Railroad Company, the sum of seven hun¬ dred and seventy-five thousand dollars, being the full consideration money therein mentioned. H. J. JEWETT, Receiver of the Central Ohio Railroad Company. Witness at signing. Acknowledged by Hugh J. Jewett, as president and receiver, and by William Wing, as secretary, before Delafield DuBois, notary public, at Zanesville, Ohio, August 31, 1864. Recorded, Franklin county, Ohio, September 23, A. D. 1864, in Deed Book No. 81, on pages 6 to 12, inclusive; Licking county, Ohio, Septem¬ ber 28, 1864, in vol. 86 of Deeds, pages 83 to 89, inclusive. DEED. George W. McCook, Trustee, to the Steubenville and Indiana Railroad Company. Dated November 1, 1867. Conveying the railroad, and certain property adjacent thereto, between the depot in Steubenville, Ohio, and the Ohio river bridge. Know all men by these presents, That I, George W. McCook, trustee, of Steubenville, in the state of Ohio, in pursuance of directions of the This is the CORPORATE HISTORY. 263 Western Transportation Company, and in consideration of the sum of one dollar, to me in hand paid as such trustee, and of divers other con¬ siderations to the said Western Transportation Company moving, and in execution of the declaration of trust by me made on the twenty-eighth (28th) day of September, in the year 1864, and recorded in Jefferson county records, in book No. 1, page 306, have bargained and sold, and do hereby give, grant, bargain, sell, convey and confirm unto the Steu¬ benville and Indiana Railroad Company, its successors and assigns, all the following real estate, situate in Steubenville, Jefferson county, Ohio, that is to say: The northeast quarter of outlot number twelve (12) in Steubenville, as marked on the plat of said town, being the same premises conveyed to said McCook by John Andrews, trustee of the Farmers and Mechanics Bank of Steubenville, recorded in Record L, No. 2, pages 4 and 5. Also, the lot of land beginning at the west side of a blank alley, fifteen feet wide, and one hundred and sixty-five feet west of the corner of North and Sixth streets; thence west, with the north line of North street, two hundred and six (206) feet, to Reese’s line; thence with said line north one hundred and seventy-four (174) feet to a blank alley twelve feet wide; thence east two hundred and six (206) feet to the west side of the first named alley; thence south with the west line of said alley one hundred and seventy-four (174) feet to the place of beginning; being the same premises conveyed to said McCook by Robert Sherrard and Sarah Ann, his wife, recorded in Record K, No. 2, pages 554 and 555. Also, the following described premises, beginning at a point in the west line of a fifteen feet alley, in McLaughlin’s second addition to the town of Steubenville, twelve feet from the northeast corner of Dremen’s lot; thence north 19 degrees east four hundred and seven and a half (407L?) feet with the west line of said fifteen feet alley to another alley twelve feet in width; thence north 71 degrees east two hundred and fifty- one feet to line of Daniel L. Collins’ lot; thence south 19 degrees west two hundred and three and a half (203P2) feet with said Collins’ line to the corner of Reese’s lot; thence south 71 degrees east forty-five (45) feet with the north boundary of Reese’s lot; thence south 19 degrees west two hundred and four (204) feet with east boundary of Reese’s lot; thence south 71 degrees east two hundred and six (206) feet, parallel to Dremen’s north line and leaving a twelve feet alley, to the beginning, containing two T W ( 2 rW) acres, more or less, being the same lot of land conveyed to said McCook by William McLaughlin and Elizabeth Jane, his wife, and recorded in Record N, No. 2, pages 223 and 224. Also, the premises beginning at the northwest corner of lot formerly owned by Patrick Curran, on Logan street; thence west with south line of said street sixty-two (62) feet; thence south at right angle one hundred and seventy-four (174) feet to a twelve feet alley; thence east with north line of said alley sixty-two (62) feet to Curran lot; thence northwardly to the place of beginning, excluding therefrom a strip on the east side of said lot, conveyed by said George W. McCook, trustee, to John F. Oliver, being the same premises conveyed to said McCook by the heirs of Charles Porter, deceased, and of record in Jefferson county. 264 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Also, a tract of land forty (40) feet in width, extending along the line of the railroad constructed thereon, from the west line of the tract herein firstly described to the north line of Logan street, bounded on the east by a line twenty-three (23) feet distant eastwardly from the center line of the track of said railroad, and on the west by a line seventeen (17) feet distant westwardly from said center line, which tract of forty (40) feet in width is located partly on the premises secondly, thirdly and fourthly herein described. Also, a tract of land, forty (40) feet in width, from the north line of Logan street to the south line of Franklin avenue, bounded on the east by a line in prolongation of the east line of the tract lastly hereinbefore described, twenty-three (23) feet eastwardly from the center line of said railroad track, and on the west by a line seventeen (17) feet distant from said center line. Also, a tract of land beginning at a point in the south line of Franklin avenue, twenty-three (23) feet distant eastwardly from the center line of the railroad track as originally located and now constructed, and in con¬ tinuation of the east line of the tract hereinbefore described; thence north 22 0 east 100 feet; thence north 22°4S' east 100 feet; thence north 28*45' east 100 feet; thence north 31*30' east 100 feet; thence north 35*30' east 100 feet; thence north 43° east 100 feet; thence north 42*30' east 100 feet; thence north 40° east 100 feet; thence north 39° east 100 feet; thence north 41 0 east 100 feet; thence north 40° east 86 feet; thence south 78° east 35 feet; thence north 34° east 75 feet; thence north 31° west 75 feet; thence north 72° west 75 feet; thence south 59*30' west 75 feet; thence south 31° west 25 feet; thence south I3°45' west 100 feet; thence south 32*30' west 100 feet; thence south 36*45' west 200 feet; thence south 35° west 100 feet; thence south 33*30' west 100 feet; thence south 32*45' west 100 feet; thence south 30° west 100 feet; thence south 26° 45' west 100 feet; thence south 21*45' west 100 feet; thence south 22° west 106 feet, to a point in the south line of Franklin avenue thirteen (13) feet westwardly from the center line of said railroad track; thence along the south line of Franklin avenue south 72*45' east thirty-six and one-half (3654) feet, to place of beginning. And also the railroad constructed upon the premises hereinbefore de¬ scribed, connecting the depot of the Steubenville and Indiana Railroad Company with the bridge over the Ohio river at Steubenville: 1 To have and to hold the premises above described, and the railroad located thereon, together with all and singular the privileges and appur¬ tenances thereunto belonging, unto the said the Steubenville and Indiana Railroad Company, its successors and assigns, forever. And the said George W. McCook, as trustee as aforesaid, not binding himself personally, hereby covenants with the said the Steubenville and Indiana Railroad Company, its successors and assigns, that said premises are free from incumbrances, and that, as such trustee, he will forever warrant and defend the same unto the said the Steubenville and Indiana Railroad Company, its successors and assigns, against all lawful claims and demands whatsoever. In testimony whereof, The said George W. McCook, trustee as afore- 1 Distance between the depot and bridge, 4,700 feet. CORPORATE HISTORY. 265 said, hath hereto set his hand and seal, this the first day of November, A. D. 1867. GEORGE W. McCOOK, Trustee, &c. [seal] Signed, sealed and delivered in presence of us, alex. j. McDowell, J. G. MORRIS. Acknowledged at Steubenville, Ohio, November 18, 1867, by George W. McCook, before E. M. Hamilton, a notary public in and for Jefferson county, Ohio. Recorded November 21, 1867, in Deed Book P, No. 2, pages 6 to 9, inclusive, records of Jefferson county, Ohio. An Act to Incorporate the Central Ohio Railroad Company. Passed February 8, 1847. Section 1. Be it enacted by the General Assembly of the state of Ohio, That Robert Neil, Samuel Medary, Joel Buttles, Joseph Ridgway and Bela Latham, of the county of Franklin; David Smith, Daniel Duncan, Adam Seymour, Israel Dille, Albert Sherwood, Nathaniel B. Hogg, Levi J. Haughey, Jacob Glessner, George W. Penney, Jonathan Taylor, A. P. Prichard and Wickliff Condit, of the county of Licking; James Raguet, Robert Mitchell, Daniel Brush, John Hamm, Solomon Sturges, Richard Stillwell, Daniel Convers, Levi Claypool and Solomon Woods, of the county of Muskingum, and those who may hereafter become stock¬ holders in the manner hereinafter prescribed, their successors and as¬ signs, be, and they are hereby created a body corporate by the name and style of the Central Ohio Railroad Company, with perpetual suc¬ cession; and, by that name and style, shall be and are hereby made cap¬ able in law of having, purchasing, receiving, possessing, selling and conveying such real and personal estate and property as shall be requisite for their accommodation and convenience, of suing and being sued, im¬ pleading and being impleaded, answering and being answered unto, de¬ fending and being defended, in courts of record and elsewhere, and also of having and using a common seal, and of breaking, renewing and changing the same at pleasure. Sec. 2. The said corporation shall be, and hereby is vested with the right and authority to construct a railroad, with a single or double track, commencing at or near the city of Columbus, in the county of Franklin; thence to the town of Newark, in the county of Licking; thence to the town of Zanesville, in the county of Muskingum, and from thence to such point on the Ohio river as the directors may select. The said corporation is also vested with the authority to extend said railroad westward from the city of Columbus to the line which divides the states of Ohio and Indiana, whenever the directors shall deem it expedient so to do. Sec. 3. That the capital stock of said company shall be one million five hundred thousand dollars, with the privilege of increasing the same to two and a half millions, if necessary, and shall be divided into shares of fifty dollars each. 266 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Sec. 4. That the above named persons, or any eight of them, are authorized to order books to be opened for receiving subscriptions to the capital stock of said corporation, at such time or times, and at such place or places as they may deem expedient, under the direction of at least three of the persons named as aforesaid, having given not less than twenty days’ previous notice in a newspaper published in the county where books of subscription are to be opened, of the time and place of opening said books. As soon as ten thousand dollars of said stock shall be subscribed, they may give a like notice for a meeting of the stock¬ holders at such time and place as they may designate, for the purpose of choosing directors, to continue in office for the term of one year, and until others are duly appointed in their stead; at the time and place appointed thirteen directors shall be chosen by ballot, by such of the stockholders as shall attend, either in person or by lawful proxies. Each share of the capital stock shall entitle the owner to one vote and a majority of all the votes given shall be necessary for a choice. The persons named in the first section of this act, or such of them as may be present, shall be inspectors of such election, and shall certify, under their hands, what persons are elected directors, and shall appoint the time and place for holding their first meeting. Seven directors shall form a board, and be competent to transact all business of the corporation. A new election shall be annually held for directors at such time and place as the stockholders at their first meeting shall determine, or as the by-laws of the corporation may require;, and the directors chosen at any election shall, so soon thereafter as may be convenient, choose out of their number one person to be president, and one to be treasurer of the corporation. Sec. 5. That upon every subscription there shall be paid, at the time of subscribing, to the persons authorized to open books, the sum of five dollars upon each share subscribed, or the same may be secured to be paid when called for by the directors, at the option of the person receiving such subscription, and the residue thereof shall be paid in such installments, and at such times, as may be required by the president and directors of said company, to the treasurer thereof; and the said company are authorized to take and receive, from such persons as shall purchase such stock, as aforesaid, such bonds or notes, for the residue of the purchase money of said stock, as they may think expedient. Sec. 6. If the installments remain unpaid for sixty days after the time of payment has elapsed, the directors, in the name of the company, may collect the same by suit, or may sell the stock at public auction for the installments then due, giving thirty days’ notice of the time and place of sale, by advertisement in some newspaper in general circulation in the county where such sale is to be made; and the residue of the money arising from such sale, after paying such installments and costs, shall be paid over to the owner. Sec. 7. That said company shall have the right to enter upon any land, to survey and lay down said road, and to take any materials except timber, necessary to the construction and repair of said work; and whenever any lands or materials shall be taken or granted to said com- CORPORATE HISTORY. 267 pany and the owners thereof do not agree with said company as to the compensation to be paid therefor, the person or persons claiming com¬ pensation, or if the owner or owners of said property are minors, or insane persons, or married women, then the guardian or guardians of such minors or insane persons, and the husbands of such married women; or the said company may apply to the court of common pleas of the proper county for the appointment of three appraisers, who shall ap¬ praise the damages to be sustained by such owner or owners, and make return thereof to said court; and in all cases where compensation shall, in any manner, be claimed for lands or the right of way, it shall be the duty of the arbitrators to estimate and set off any advantages which the location and construction of said road may be to the claimant; and said company shall have the right to retain, own, hold and possess such materials, and to the use and occupation of said lands, as fully and absolutely as if the same had been granted and conveyed to said company by deed, so long as said land shall be used for the purposes expressed in this act, but no longer: Provided, that before the said company shall enter upon any land for the purpose of constructing the said road, or for the purpose of procuring materials for the same, they shall pay or secure to the owner of such land or materials payment for the same, as may be awarded by the provisions of this section. Sec. 8. If said railroad company shall not be organized within three years from the date of the passage of this act, and if twenty miles of the road shall not be completed within six years from such date, then this act will be null and void. Sec. 9. That if it shall be necessary, in the selection of the route, or construction of the road, to connect the same with, or to use any road, street or bridge, made or erected by any company or persons incorpor¬ ated or authorized by any law of this state, it shall be lawful for the said company, and it is hereby authorized to contract and agree with any such other corporation or persons for the right to use such road, street or bridge, or for the transfer of any of the corporate or other rights and privileges of such corporation or person to the said president and directors of this corporation; and all such other corporations and per¬ sons incorporated by or acting under the laws of this state, are hereby authorized to make such agreement, contract or transfer by and through the agency of their corporate officers, or by such persons as, by any law of this state, are intrusted with the direction and management of such road, street or bridge; and every contract to transfer, made in pursuance of the authority hereby granted, when executed by the several parties, under their respective corporate seals, or otherwise legally authenticated, shall vest in this corporation all the rights and privileges vested in said corporation or persons, as shall be specified in the contract and agree¬ ment above referred to. Sec. 10. Whenever it shall be necessary, for the construction of the railroad, to intersect or cross any stream or water course, or any rail¬ road or highway, lying in or across the route of said road, it shall be lawful for the corporation to construct the said railway across or upon the same; but the corporation shall restore the stream or water course, road or highway thus intersected, to its former state, or place it in such 268 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. condition as not to impair its former usefulness; and if said corpora¬ tion, after having selected a route for said railway, find any obstacle in continuing said location, either by the difficulty of construction, or procuring the right of way at reasonable costs, or whenever a better or cheaper route can be had, it shall have the authority to vary the route and change the location. Sec. ii. That said corporation may demand and receive from all per¬ sons travelling upon said road, or for the transportation of property, such rates of toll as the said corporation may think reasonable, which rates they shall have posted up in some public place at each of the depots. Sec. 12. That, at the regular annual meeting of the stockholders of said company, it shall be the duty of the president and directors in office for the previous year, to exhibit a clear and distinct statement of the affairs of the company; and the president and directors shall, annually or semi-annually, declare and make a true dividend of the net profits arising from the revenues of the company, deducting the necessary cur¬ rent and probable contingent expenses, and that they shall divide the same among the stockholders of said company, in proportion to their respective shares. Sec. 13. That every president, director, treasurer and secretary of said company, before he acts as such, shall swear or affirm, as the case may be, that he will well and truly discharge the duties of his said office, to the best of his skill and judgment; and the arbitrators authorized by the seventh section of this act, before they proceed to estimate damages, shall, severally, take an oath or affirmation, faithfully, impartially and honestly to discharge their duty; and the said appraisers shall, sev¬ erally, receive for their services one dollar per day, for every day they may necessarily be employed, which shall be paid by said corporation. Sec. 14. That said company shall have power, on the credit of the company, to borrow money, not exceeding the capital stock authorized by this act, at a rate of interest not exceeding seven per cent, per annum; and for the purpose of effecting said loan, the directors of said com¬ pany shall have power, in the name of the company, to make and exe¬ cute such bonds, promissory notes and other evidences of debt, and pay¬ able at such times and places as they may deem expedient, which said bonds, notes and other evidences of debt may be made transferable and redeemable, in such form and at such times and places as may be therein designated. Sec. 15. That, for the security of the payment of such money so bor¬ rowed and the interest thereon, said directors may pledge, by mortgage, or otherwise, their entire road, franchises, fixtures and equipments, with the income and resources thereof, together with the capital stock. Sec. 16. The directors shall have power to make such by-laws, rules and regulations for the government of the agents and servants of said company as may, from time to time, be deemed essential to its interests and not inconsistent with the constitution and laws of the United States and of this state, and may determine the time and terms of payment of stock; the number and kinds of tracks, turnouts, branches, carriages, conveyances, out-houses, depots and other fixtures and machinery, pre- CORPORATE HISTORY. 269 scribe the mode of transferring stock, and determine all other matters in relation thereto, as may be required. Sec. 17. This company may and they are hereby authorized to com¬ mence and complete any part of said road, at any point of its location; and said company may demand and receive the same rates of toll for the transportation of persons or property, on any part thus finished, as if the entire work were completed and in operation. Sec. 18. That if any person shall wilfully, by any means whatever, injure, impair or destroy any part of said railroad, constructed by said company under this act, or any of the necessary works, buildings, cars or machinery of said company, such person or persons so offending shall, each of them, for every such offense, forfeit and pay to said com¬ pany twofold the damages, which may be recovered, in the name of said company, by an action of debt, with costs of suit, in any court having cognizance thereof, and shall also be subject to an indictment in the Court of Common Pleas in the county where such offense may be com¬ mitted, and upon conviction of such offense, shall be punished by fine not exceeding five hundred dollars, and imprisonment in the jail of said county not exceeding ten days. Sec. 19. The governor shall have the power to prescribe what price may be charged by said company for the transportation of the troops and munitions of war belonging to this state and to the United States, should the board of public works, at any time, entertain the opinion that the prices charged therefor, by such company, are unreasonably high. Sec. 20. At any time after the expiration of ten years from the time said road shall be put in operation, it shall be lawful for the General Assembly to prescribe the rates to be charged for transportation of persons or property upon said road, should they be deemed too high, any may exercise the same power every ten years thereafter: provided, that no reduction shall be made unless the profits of the company shall amount to a sum equal to eight per centum per annum upon its capital. Sec. 21. The said railroad company shall have the power to acquire title, by purchase or voluntary cession, to lands and real estate in the vicinity of said road, or through which the same is or may be located, so far as the same may be necessary or convenient to procure the right of way, or such as may be granted to aid in the construction of their road, or be given by way of subscription to capital stock, and the same to hold or convey in such way as the board of directors may determine; and all deeds made in the name of said company, for the conveyance of real estate in fee simple or any lesser estate, shall be assigned (signed) by the president, and by him acknowledged, under the corporate seal of the company. Ohio Local Laws, vol. 45, page 178. An Act to Amend the Act to Incorporate the Central Ohio Railroad Company. Passed March 8, 1849. Section 1. Be it enacted by the General Assembly of the state of Ohio, That the Central Ohio Railroad Company shall possess all the rights and 270 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. privileges conferred upon railroad companies by the second, tenth and twelfth sections of the act regulating railroad companies, passed February 11, 1848, and shall be subject to the duties and liabilities imposed by said sections. Sec. 2. Section twenty of the act to incorporate the Central Ohio Rail¬ road Company is hereby repealed. Ohio Local Laws, vol. 47, page 161. An Act to Further Amend the Act to Incorporate the Central Ohio Railroad Company, and the Act Amendatory thereto. Passed March 20, 1850. Section 1. Be it enacted by the General Assembly of the state of Ohio, That the Central Ohio Railroad Company shall be and is hereby de¬ clared to be entitled to all the rights, and subject to all the liabilities, provided in the ninth section of the act regulating railroad companies, passed February 11, 1848, and such ninth section shall hereafter be deemed and taken as part of the charter of the said Central Ohio Railroad Company; provided, that a written release of the right of way for said road, by the owner of any lands along the line of said road, shall operate as a perpetual license to said company for the purposes of said road, and the peaceable occupancy of said roadway by said company, for railroad purposes for seven years after the completion of said road, through any parcel of land so occupied, without any claim made by the owner for compensation therefor, shall be prima facie evidence that such release was granted, or that the provisions of this section have been complied with by said company. Sec. 2. That whenever a majority of the qualified electors of any county, city or incorporated town, through which said Central Ohio Rail¬ road may be located, shall respectively assent thereto by vote had thereon after thirty days’ notice shall have been given by the commissioners of any such county, or the proper authorities of any such city or incorporated town, respectively, the commissioners of any such county, or the proper authorities of any such city or incorporated town may respectively sub¬ scribe, on behalf of such county, city or incorporated town, as the case may be, such amount or amounts as the commissioners of any such county, or the proper authorities of any such city or incorporated town, may respectively deem expedient; provided, that the county of Franklin and the city of Columbus shall not be included in the provisions of this section; and provided also, that no county, city or incorporated town shall, by virtue of this act, be authorized to subscribe any sum or sums, which, with any sum or sums heretofore authorized by any act or acts of the present or any preceding General Assembly, or that may here¬ after be authorized by any act of the present General Assembly, to be subscribed to the stock of any railroad company or companies, shall, for each county, including the cities and incorporated towns therein, so subscribing, amount in the aggregate for any one such county, and all the cities and incorporated towns therein, to a sum exceeding the sum of three hundred thousand dollars for the county of Muskingum, and all CORPORATE HISTORY. 271 the cities and incorporated towns therein, and the sum of one hundred and fifty thousand dollars for any other one county on the line of said road, and all the cities and incorporated towns therein; and the com¬ missioners of any such county, or the proper authorities of any such city or incorporated town so subscribing, to enable them to make such sub¬ scriptions, and provide for the payment thereof, may respectively bor¬ row money on the bonds of such county, city or incorporated town, respectively, or issue the bonds of such county, city or incorporated town, respectively, in payment of such subscription or subscriptions, payable at such time or times, and at such place or places, either within or with¬ out this state, as the said commissioners, or city and town authorities may think proper, and bearing an interest not exceeding seven per centum per annum; and such proceedings shall be had for obtaining the assent of the electors, and for the management of the interests of such county, city or incorporated town in said railroad company, and for the payment of such subscriptions, and providing measures to pay the in¬ terest and principal of the bonds or notes which may be issued therefor, as are prescribed by the act entitled an act to authorize Muskingum county and the town of Zanesville to subscribe to the capital stock of the Cen¬ tral Ohio Railroad, passed February 18, 1848. Sec. 3. That the fourteenth section of the act to incorporate the Cen¬ tral Ohio Railroad Company be and it is hereby so amended as to authorize the directors of said company to sell or negotiate the notes or bonds of the company, or the notes or bonds issued or paid to said company by town and county authorities for subscriptions to the stock of said company, at such time or times, and at such place or places, either within or without this state, and at such rate or rates, and for such price or prices, as in the opinion of the directors of said company will best advance the interests of the said company; and if such bonds or notes or any of them, are thus sold at a discount, such sale or sales shall be as valid in every respect as if they were sold at their par value; provided, that before any such sale by said company of any such bonds or notes of said counties, towns or cities, at a discount, said company shall obtain the consent, in writing, of the said commissioners of the said counties respectively, and of the proper authorities of said towns or cities respectively, to such sale under part, of the respective bonds or notes of said counties, towns or cities respectively. Sec. 4. That when payments of subscription to the stock of the com¬ pany have been or shall be made by counties, towns or cities, in bonds or notes of such counties, towns or cities, under any act of the General Assembly authorizing such subscription to be made, all such bonds or notes issued or negotiated by the commissioners of said counties, or either of them, or by the authorities of such towns or cities, and appear¬ ing regular on the face thereof, shall, in the hands of said company, or of any other bona fide holder thereof, be deemed and taken in all courts and elsewhere as conclusive evidence of the regularity of everything required by the several acts in relation to the issuing of such bonds or notes, or by any other act to be done preliminary to the issuing and negotiation of said bonds or notes, and of the validity in all respects of 272 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. such bonds or notes; and the commissioners of such counties, and the authorities of such towns or cities, may make the bonds or notes so issued or to be issued by them respectively, and the interest to accrue thereon, payable at such time or times, and at such place or places, as the commissioners of said counties, and the authorities of said towns or cities, respectively, may deem expedient; and when, by virtue of any law heretofore passed, the bonds issued or to be issued by any county or town in payment of subscription to the stock of said company, cannot bear a rate of interest exceeding six per centum per annum, the same may be issued or re-issued upon cancelling such as may be already issued, to bear interest at the rate of seven per centum per annum, if the county commissioners of the respective counties aforesaid, or the town or city authorities respectively, shall deem that the interests of the counties or towns and cities respectively in their charge make it expedient so to do. Sec. 5. So much of the acts amended by this act as conflicts with the provisions thereof is hereby repealed. Sec. 6. 1 This act may be accepted by the stockholders of said com¬ pany at any meeting by them held for the election of directors, or at any special meeting, to be called by the directors for that purpose. Ohio Local Laws, vol. 48, page 320. ORIGINAL FIRST MORTGAGE. Steubenville and Indiana Railroad Company to Jeremiah Wilbur and Henry M. Alexander, Trustees. Dated September 7, 1852. Securing $1,500,000 bonds of $1000 each, dated October 1, 1852, pay¬ able July 1, 1865, bearing 7 per cent, interest. This indenture, made the seventh day of September, in the year of our Lord one thousand eight hundred and fifty-two, between the Steu¬ benville and Indiana Railroad Company, a corporation duly constituted as such by the laws of the state of Ohio, of the first part, and Jeremiah Wilbur and Henry M. Alexander, of the city of New York, of the second part; Whereas, The parties of the first part, pursuant to the terms of the statute of said state incorporating them, and other statutes of said state affecting them, are engaged in constructing a railroad from Steubenville to Newark, in said state of Ohio; and for that purpose need, and have resolved to purchase and transport iron rails, chains, spikes and equip¬ ments therefor; and also to raise money by lien, for such purpose and transportation, to an amount not exceeding fifteen hundred thousand dollars; and in order to secure payment therefor, or repayment thereof, to execute bonds of said company, of one thousand dollars each, to the persons lending money, or furnishing such rails and equipments, payable on the first day of July, in the year eighteen hundred and sixty-five, 1 This act was accepted by a majority of stock represented at a meeting held May 13 , 1850 , as a part of the charter of the company. CORPORATE HISTORY. 273 bearing interest at the rate of seven per cent, per annum, payable semi¬ annually, on the first day of each January and July, in the city of New York, which bonds shall be on equality, so far as regards security by these presents, notwithstanding the same may be issued at different times, each of said bonds, being authenticated by a certificate, signed by said parties of the second part and containing a clause permitting the holders thereof to exchange the same, at par, for shares of stock in said railroad company: Now, therefore, this indenture witnesseth, That the said parties of the first part, in order to secure the payment of said bonds and interest, and in consideration of one dollar to them in hand paid at the sealing and delivery hereof, by the parties of the second part, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey, to the said parties of the second part, their successors in the trust hereby created and assigns, and the survivor of either of them, all the following, present and in future to be acquired property of said par¬ ties of the first part, that is to say, their road, made or to be made, from Steubenville to Newark, including the right of way and land occupied thereby, together with the superstructure and tracks thereon, and all rails and other materials used therein or procured therefor, including the iron rails, &c., purchased or to be purchased, or paid for with the above described bonds, or the money obtained therefor, bridges, viaducts, cul¬ verts, fences, depot grounds and buildings thereon, engines, tenders, cars, tools, materials, machinery, contracts, and all other personal property, now or hereafter acquired, right thereto, or interest therein, together with the tolls, rents or income to be had or levied therefrom, all franchises, rights and privileges of the said parties of the first part, of, in and to, or concerning the same. But nothing herein contained shall be con¬ strued to prevent the parties of the first part from selling, hypothecating or otherwise disposing of any bonds or other securities received in pay¬ ment of stock or otherwise, or of any lands, or other property of the company, not necessary to be retained for their roadway, depot grounds and stations, nor required for the construction or convenient use of their road, nor from collecting moneys due the company on stock, sub¬ scriptions, or otherwise; provided they shall diligently proceed to collect and faithfully apply all such means to the equipment and construction of their said road; and provided, also, that no default shall have been made in the payment of the interest or principal of any of the above described bonds: And also provided, that nothing in this instrument shall be held or construed to relate to, or in any way affect any portion of the Steu¬ benville and Indiana Railroad, except that at present proposed to be built and above described and mentioned from Steubenville to Newark, in said state of Ohio. To have and to hold the said premises, and every part thereof, with the appurtenances, unto the said party of the second part, their successors in said trust, and assigns and the survivor of them, upon the following trusts: that is to say, in case the said parties of the first part shall fail to pay the principal or any part thereof, or any of the interest or any of the said bonds, at any time when the same may become due and 18 274 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. payable, according to the tenor thereof, when demanded, then, after sixty days from such default, upon the request of the holder of such bond, the said party of the second part, their successors in said trust or assigns, or the survivor of them, may’enter and take possession of all or any part of said premises, and as the attornies in fact, or agents, of said party of the first part, by themselves or agents or substitutes, duly constituted, have, use and employ the same, making from time to time all needful repairs, alterations and additions thereto; and, after deducting the expenses of such use, repairs, alterations and additions, apply the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid; or the said parties of the second part, their successors in said trust, and assigns, or the survivor of them, at his or their discretion, may, on the written request of the holders of, at least, one-half of the bonds unpaid or unconverted into stock, shall cause the said premises or so much thereof as shall be necessary to pay the prin¬ cipal and interest of all such of said bonds as may then be unpaid and unconverted into stock, to be sold at public auction, in the city of Cincinnati, in said state of Ohio, or in the city of New York, giving at least forty days’ notice of the time and place, and terms of such sale, and of the specific property to be sold, by publishing the same in two newspapers, in good circulation, in each of the cities aforesaid, and wherever else required by law; and execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance in fee simple for the same, which shall be a bar against the parties of the first part, their suc¬ cessors and assigns, and all persons claiming under them, of all right, interest or claim in, or to said premises, or any part thereof. And said trustees shall, after deducting from the proceeds of said sale the costs and expenses thereof, and of managing such property, apply so much of the proceeds as may be necessary to the payment of said principal and interest due and unpaid on said bonds, and shall restore the residue thereof to the parties of the first part. It being hereby expressly under¬ stood, that in no case shall any claim or advantage be taken of any valuation, appraisement, or extension laws, by the said parties of the first part, nor any injunction or stay of proceedings, or any process to be applied for or obtained by them to prevent such entry or sale as aforesaid. And said parties of the first part hereby covenant for the consideration aforesaid, to execute and deliver any further reasonable and necessary conveyance of the premises or any part thereof, to the said party of the second part, their successors in said trust, and assigns, for more fully carrying into effect the objects hereof, particularly for the conveyance of any property hereafter acquired by said parties of the first part, and comprehended in the description contained in the premises. And the said party of the first part hereby further covenant as aforesaid, that the money borrowed for the purpose aforesaid, upon the security of the said bonds, shall be faithfully applied to the purchase and trans¬ portation of iron and equipments for said road, and the expenses attend¬ ing such loan, purchase and transportation, and laying down the super¬ structure of said road, and that said iron, &c., so purchased, shall be transported and used, with due diligence, in the construction, furnishing and use of said railroad. And it is hereby mutually agreed, and these CORPORATE HISTORY. 275 presents are upon this express condition, that on the payment of the principal and interest of said bonds, or the conversion thereof into stock in manner aforesaid, the estate hereby granted to said parties of the second part shall be void, and the right to the premises hereby con¬ veyed, shall revert to and revest in said parties of the first part, without any acknowledgment of satisfaction, reconveyance, re-entry, or other act. And it is also mutually agreed, that said parties of the second part, their successors in the trust and assigns, shall only be accountable for reason¬ able diligence in the management thereof; and shall not be responsible for the acts of any agent employed by him or them, when such agent shall be employed with reasonable discretion; and that said parties of the second part, their successors in said trust or assigns, shall be en¬ titled to receive proper compensation for every labor or service per¬ formed by them in the discharge of this trust, in case he or they shall be compelled to take possession of said premises, or any part thereof, or manage the same. And it is further mutually agreed, that in case of the death, mental incapacity or resignation of one of said parties of the second part, all their estate, right, interest, power and control, in the premises, shall be divested, cease and determine, and the same shall thenceforth, for the purposes aforesaid, be vested in, and all and singular the trusts, duties and rights hereinbefore enumerated, shall devolve upon and be vested in the survivor of said trustees, without any further or other assurance or conveyance of or for the same. And in case of death, mental incapacity, or resignation of the said survivor, after the trust hereby created shall have devolved upon him, the said parties of the first part shall, or in case of their default to take proceedings therefor for thirty days, the holders of a majority of said bonds may apply to the District Court, or Court of Common Pleas, sitting in any county or district in the state of Ohio, to appoint a new trustee, being a resident of the city of New York, to supply his place; and thereupon such new trustee shall become vested, for the purposes aforesaid, with all the rights and interests hereby conveyed to or vested in said party of the second part without any further assurance or conveyance for the same, but if the same shall be necessary, both or either of the parties shall execute any necessary releases or conveyances for that purpose. In witness whereof, the parties of the first part have caused their cor¬ porate seal to be hereto affixed, and the same to be subscribed by their president; and the said parties of the second part have hereto subscribed their hands and seals, the day and year first above written. JAMES MEANS, President. JEREMIAH WILBUR. [seal] HENRY M. ALEXANDER, [seal] Signed, sealed and delivered in presence of J. G. MORRIS, | Witness as to PAUL AMELUNG, J James Means, Prest. By the above named Henry M. Alexander in presence of JOSEPH S. MASSETT, GEORGE S. PARTRIDGE. As to Jeremiah Wilbur, MOSES B. MACLAY, J. LYONS. 276 PITTSBURGH, CINCINNATI CHICAGO AND ST. LOUIS RY. CO. Acknowledged by Janies Means before John K. Sutherland, probate judge, Jefferson county, Ohio, September 7, 1852, and by Jeremiah Wilbur and H. M. Alexander before Moses B. Maclay, commissioner for Ohio in New York, September 14, 1852. SATISFACTION OF MORTGAGE. Power of Attorney to Jared Dunbar to Cancel Original First Mortgage Steubenville and Indiana Railroad Company. Whereas, The Steubenville and Indiana Railroad Company executed a certain mortgage to Jeremiah Wilbur and Henry M. Alexander, trus¬ tees, bearing date the first day of October, one thousand eight hundred and fifty-two, to secure the payment of bonds of said company to the amount of one million five hundred thousand dollars on the first day of July, 1865. And whereas, By reason of the death of the said Jeremiah Wilbur, the said Henry M. Alexander is now the surviving trustee under the said mortgage, and has succeeded under the terms thereof to the powers and responsibilities incident thereto. And whereas, The original mortgage above referred to cannot now be found, although diligent search has been made therefor, and it appear¬ ing to my satisfaction that the bonds issued by said company and secured by said mortgage, together with the coupons issued in con¬ nection therewith, have been redeemed and destroyed by burning, except two thousand two hundred and sixty-nine coupons of thirty-five dollars each, which have not been exhibited to me. Now, therefore, know all men by these presents, That I, Henry M. Alexander, of the city, county and state of New York, do hereby con¬ stitute and appoint Jared Dunbar, Esquire, of the city of Steubenville, Jefferson county, Ohio, my attorney for me, and in my name and as my act and deed as surviving trustee as aforesaid, to enter upon the record of the said mortgage a certificate that the bonds secured by the said mortgage, and also all the interest coupons thereby secured, except two thousand two hundred and sixty-nine of said coupons for thirty- five dollars each, which have not been exhibited to me, have been re¬ deemed and destroyed, and that to the extent of the bonds and coupons so redeemed and destroyed, but no further, the said mortgage is satisfied. In witness whereof, I have hereunto set my hand and seal this sixteenth day of September, one thousand eight hundred and eighty. H. M. ALEXANDER, Surviving Trustee. Signed, sealed and acknowledged in presence of us: J. W. SIMPSON, SIDNEY WARD. The conditions of the within mortgage being complied with, except as to the two thousand two hundred and sixty-one coupons of thirty- five dollars each, and being paid off except as to same, this mortgage is hereby released, except as to said coupons. JARED DUNBAR, for trustee. CORPORATE HISTORY. 277 For authority, see Power of Attorney, recorded in Power of Attorney Record, No. 1, page 32. October 19th, 1880. Attest: JACOB HULL, Recorder. Satisfaction of this mortgage entered in the records of the several counties in October, November and December, 1880. ORIGINAL SECOND MORTGAGE. Steubenville and Indiana Railroad Company to Jeremiah Wilbur and Henry M. Alexander, Trustees. Dated October 4, 1853. Securing $900,000 bonds of $1000 each, payable October 1, 1866, bearing 7 per cent, interest. This indenture, made the fourth day of October, in the year one thou¬ sand eight hundred and fifty-three, between the Steubenville and Indiana Railroad Company, a corporation duly constituted as such by the laws of the state of Ohio, of the first part, and Jeremiah Wilbur and Henry M. Alexander, of the city of New York, of the second part. Whereas, the parties of the first part, pursuant to the terms of the statute of said state incorporating them, and other statutes of said state affecting them, are engaged in constructing: a railroad from Steubenville to Columbus, in said state of Ohio; and for that purpose need, and have resolved to purchase and transport iron, rails, chains, spikes and equipments there¬ for; and also to raise money by loan, for such purpose and transportation, to an amount not exceeding nine hundred thousand dollars; and in order to secure payment therefor, or repayment thereof, to execute bonds of said company, of one thousand dollars each, to the persons lending such money, or furnishing such rails and equipments, payable on the first day of October, in the year eighteen hundred and sixty-six, bearing interest at the rate of seven per cent, per annum, payable semi-annually on the first day of each April and October, in the city of New York, which bonds shall be on an equality as regards security by these presents, notwithstanding the same may be issued at different times, such of said bonds being authenticated by a certificate, signed by the said parties of the second part, and containing a clause permitting the holders thereof to exchange the same at par, for shares of stock in said railroad com¬ pany. Now, therefore, this indenture witnesseth, That the said parties of the first part, in order to secure the payment of said bonds and interest, and in consideration of one dollar to them in hand paid, at the sealing and delivery hereof, by the party of the second part, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey, to the said parties of the second part, their successors in the trust hereby created and assigns, and the survivor of either of them, all the following, present and in future to be acquired property of said 2^8 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOLIS RY. CO. parties of the first part, that is to say, their road, made or to be made, from Steubenville to Columbus, including the right of way and land occupied thereby, together with the superstructure and tracks thereon, and all rails and other materials used therein or procured therefor, including the iron, rails, &c., purchased or to be purchased, or paid for with the above described bonds, or the money obtained therefor; bridges, viaducts, culverts, fences, depot grounds, and buildings thereon, engines, tenders, cars, tools, materials, machinery, contracts, and all other personal property, now or hereafter acquired, right thereto or interest therein, together with all the tolls, rent or income to be had or levied therefrom; all franchises, rights and privileges of the said parties of the first part, of, in and to, or concerning the same. Subject, however, to a previous mortgage to secure the payment of fifteen hundred thousand dollars heretofore executed by said party of the first part, con¬ veying a lien on that part of the road lying between Steubenville and Newark, but nothing herein contained shall be construed to prevent the parties of the first part from selling, hypothecating, or otherwise disposing of any bonds or other securities received in payment of stock or otherwise; or of any lands or other property of the company, not necessary to be retained for their roadway, depot grounds and stations, nor required for the construction or convenient use of their road, nor from collecting moneys due the company in stock subscriptions or other¬ wise: Provided, they shall diligently proceed to collect and faithfully apply all such means to the construction and equipment of their said road: Provided also, that no default shall have been made in the pay¬ ment of the interest or principal of any of the above described bonds. To have and to hold the said premises, and every part thereof, with the appurtenances, unto the said party of the second part, their successors in said trust, and assigns, and the survivor of them, upon the following trust: that is to say, in case the said parties of the first part shall fail to pay the principal or any part thereof, or any of the interest or any of said bonds, at any time when the same may become due and payable, according to the tenor thereof, when demanded; then, after sixty days from such default, upon the request of the holder of such bonds, the said parties of the second part, their successors in said trust and assigns, or the survivor of them, may enter and take possession of all or any part of said premises, and as the attorney in fact, or agent of said parties of the first part, by themselves, or agents, or substitutes, duly constituted, have, use and employ the same, making from time to time all needful repairs, alterations and additions thereto; and after deducting the ex¬ penses of such use, repairs, alterations and additions, apply the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid; or the said parties of the-second part, their succes¬ sors in said trust and assigns, or the survivor of them, at his or their discretion, may, or on the written request of the holders of, at least one- half of the bonds then unpaid and unconverted into stock, shall cause the said premises, or so much thereof as shall be necessary to pay the principal and interest of all such of said bonds as may then be unpaid and unconverted into stock, to be sold at public auction, in the city CORPORATE HISTORY. 279 of Cincinnati, in said state of Ohio, or in the city of New York, giving at least forty days’ notice of the time and place and terms of such sale, and of the specific property to be sold, by publishing the same in two newspapers, in good circulation, in each of the cities aforesaid, and wher¬ ever else required by law; and execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance in fee simple for the same; which shall be a bar against the parties of the first part, their successors and assigns, and all persons claiming under them, of all right, interest or claim, in or to said premises or any part thereof. And said trustees shall, after deducting from the proceeds of said sale the costs and expenses thereof, and of managing such property, apply such of the proceeds as may be necessary to the payment of said principal and interest due and unpaid on said bonds, and shall restore the residue thereof to the parties of the first part. It being hereby expressly under¬ stood, that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws, by the said parties of the first part, nor any injunction or stay of proceedings, or any process be applied for or obtained by them to prevent such entry or sale as afore¬ said. And said parties of the first part hereby covenant, for the con¬ sideration aforesaid, to execute and deliver, any further reasonable and necessary conveyance of the premises, or any part thereof, to the said parties of the second part, their successors in said trust, and assigns, for more fully carrying into effect the objects hereof, particularly for the conveyance of any property hereafter acquired by said parties of the first part, and comprehended in the description contained in the premises, and said parties of the first part hereby further covenant, as aforesaid, that the money borrowed for the purposes aforesaid, upon the security of said bonds, shall be faithfully applied to the purchase and transportation of iron and equipments for said road, and the expense attending such loan, purchase and transportation and laying down the superstructure of said road. And that said iron, &c., so purchased shall be transported and used, with due diligence in the construction, finishing and use of said railroad. And it is hereby mutually agreed, and these presents are upon this express condition, that upon the payment of the principal and interest of said bonds or the conversion thereof into stock in manner aforesaid, the estate hereby granted to said parties of the second part, shall be void, and the right to the premises hereby conveyed shall revert to and revest in said parties of the first part, without any acknowledg¬ ment of satisfaction, reconveyance, re-entry, or other act. And it is also mutually agreed, that said party of the second part, their successors in the trust and assigns, shall only be accountable for reasonable dili¬ gence in the management thereof, and shall not be responsible for the acts of any agent employed by him or them, when such agent shall be employed with reasonable discretion. And that said parties of the second part, their successors in said trust or assigns, shall be entitled to receive proper compensation for every labor or service performed by them in discharge of this trust, in case they shall be compelled to take possession of said premises or any part thereof, or manage the same. And it is further mutually agreed, that in case of the death, mental incapacity, or 280 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. resignation of one of said parties of the second part, all their estate, right, interest, power and control in the premises shall be divested, cease and determine, and the same shall thenceforth, for the purposes aforesaid, be vested in, and all and singular the trusts, duties and rights herein¬ before enumerated, shall devolve upon and be vested in the survivor of said trustees without any further or other assurance or conveyance of or for the same. And in case of the death, mental incapacity, or resigna¬ tion of the said survivor, after the trust hereby created shall have de¬ volved upon him, the said parties of the first part shall, and in case of their default to take proceedings therefor for thirty days, the holder of a majority of said bonds may apply to the District Court or Couit of Common Pleas of the state of Ohio, sitting in any county or district in said state, to appoint a new trustee, being a resident of the city of New York, to supply his place, and thereupon such new trustee shall become vested, for the purposes aforesaid, with all the rights and interests hereby conveyed to or vested in said parties of the second part, without any further assurance or conveyance of the same, but if the same shall be necessary, both or either of the parties shall execute any necessary releases or conveyances for that purpose. In witness whereof, the parties of the first part have caused their corporate seal to be hereto affixed, and the same to be subscribed by their president; and the said parties of the second part have hereto sub¬ scribed their hands and seals, the day and year first above written. JAMES MEANS, President. JEREMIAH WILBUR, [seal] HENRY M. ALEXANDER, [seal] Signed, sealed and delivered in presence of J. G. MORRIS, JNO. K. SUTHERLAND, In behalf of James Means, President. W. H. BEANS, MOSES B. MACLAY, As to Wilbur and Alexander. Acknowledged by James Means before John K. Sutherland, probate judge, Jefferson county, October 4, 1853, and by Jeremiah Wilbur and H. M. Alexander before Moses B. Maclay, commissioner for Ohio in New York, October 8, 1853. SATISFACTION OF MORTGAGE. Power of Attorney to J. Dunbar to Cancel Original Second Mortgage, $900,000, to Jeremiah Wilbur and Henry M. Alexander. Whereas, The Steubenville and Indiana Railroad Company executed a certain mortgage to Jeremiah Wilbur and Henry M. Alexander, trustees, bearing date the first day of November, one thousand eight hundred and fifty-three, to secure the payment of the bonds of said company to the amount of nine hundred thousand dollars, on the first day of October, one thousand eight hundred and sixty-six. CORPORATE HISTORY. 28 l And whereas, By reason of the death of the said Jeremiah Wilbur, the said Henry M. Alexander is now the surviving trustee under the said mortgage, and has succeeded under the terms thereof to the powers and responsibilities incident thereto. And whereas, The original mortgage above referred to cannot now be found, although diligent search has been made therefor, and it appearing to my satisfaction that the bonds issued by said company and secured by the said mortgage have been paid and destroyed by burning. Now, therefore, know all men by these presents, That I, Henry M. Alexander, of the city, county and state of New York, do hereby con¬ stitute and appoint J. Dunbar, Esquire, of the city of Steubenville, Jeffer¬ son county, Ohio, my attorney, for me and in my name, and as my act and deed as surviving trustee as aforesaid to enter upon the record of the said mortgage full release and satisfaction thereof as may be required under the statutes of the state of Ohio in such cases made and provided, to fully discharge the lien created thereby. In witness whereof, I have hereunto set my hand and seal this twenty- sixth day of August, one thousand eight hundred and eighty. HENRY M. ALEXANDER, Surviving Trustee. Signed, sealed and acknowledged in the presence of us: CHARLES NETTLETON, WILLIAM D. WARD. The conditions of this mortgage having been complied with, and the same being paid off and satisfied, it is hereby released. J. DUNBAR, for trustee. For authority, see Power of Attorney, in Record of Power of Attorney, recorded in Record No. 1, page 32. October 19th, 1880. Attest: JACOB HULL, Recorder, Jefferson county. Satisfaction of this mortgage recorded in the several counties in October, November and December, 1880. SUPPLEMENTARY MORTGAGE. Steubenville and Indiana Railroad Company to Jeremiah Wilbur and Henry M. Alexander, Trustees. Dated April 7, 1855. Supplementary to mortgages of September 7, 1852, and October 4, 1853, and conveying property acquired subsequent to dates of mortgages. Whereas, The Steubenville and Indiana Railroad Company have here¬ tofore executed their mortgage to Jeremiah Wilbur and Henry M. Alex¬ ander, of the city of New York, conveying to them, their successors and assigns, and the survivor of either of them, their road, made or to be made, from Steubenville to Newark, and from Steubenville to Columbus, in¬ cluding the right of way, and land occupied thereby, together with the 282 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. superstructure and tracks thereon, and all rails and other material used thereon or procured therefor, including the iron, &c., purchased or to be purchased, or paid for with the bonds which said several mortgages were intended to secure, or the money obtained therefor, bridges, viaducts, culverts, fences, depot grounds and buildings thereon, engines, tenders, tools, material, machinery, contracts, and all other personal property, now or thereafter acquired, their right thereto or interest therein. The first of which said mortgages is dated on the seventh day of September, in the year one thousand eight hundred and fifty-two, and conditioned to secure the payment of the principal and interest of an issue of fifteen hundred thousand dollars of the bonds of said company, as therein pro¬ vided. The second of which said mortgages is dated on the fourth day of October, in the year one thousand eight hundred and fifty-three and conditioned to secure the payment of the principal and interest of an issue of nine hundred thousand dollars of the bonds of said company as in said last named mortgage provided. And whereas also in each of said several mortgages it is agreed and covenanted by the said Steubenville and Indiana Railroad Company with and to the said Jeremiah Wilbur and the said Henry M. Alexander, that the said Steubenville and Indiana Railroad Company will thereafter execute to the said Wilbur and Alex¬ ander and deliver any reasonable and necessary conveyance of said prem¬ ises or any part thereof that may more fully carry into effect the objects of said several mortgages, and more particularly that the said Steubenville and Indiana Railroad Company will thereafter convey any property there¬ after by the said Steubenville and Indiana Railroad Company to be acquired and comprehended in the description of property in said mort¬ gage contained. And whereas, Also since the execution and delivery of said several mortgages above mentioned, the Steubenville and Indiana Railroad Company have acquired property comprehended in the description of property granted by said several mortgages, consisting of right of way and land occupied thereby, together with the superstructure and tracks thereon, and all rails and other materials, and iron, bridges, viaducts, culverts, fences, depot grounds and buildings thereon, together with en¬ gines, cars, tenders, tools, machinery, contracts and other personal property. And whereas also, it has been deemed reasonable and proper for more fully carrying into effect the object of said several mortgages, to execute a further conveyance to the said Jeremiah Wilbur and Henry M. Alexander of the property by the said Steubenville and Indiana Rail¬ road Company acquired since the execution of said several mortgages, or either of them. Now, therefore, be it known, that the Steubenville and Indiana Railroad Company, in consideration of one dollar paid by the said Jeremiah Wilbur and Henry M. Alexander, at the sealing and delivery hereof, the receipt of which is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do hereby grant, bargain, sell, transfer and convey unto the said Jeremiah Wilbur and Henry M. Alexander, their successors and assigns, and the survivor of them or either of them, all the right of way and land occupied thereby, together with the superstructure and tracks thereon, CORPORATE HISTORY. 283 and all rails and other materials used thereon, bridges, viaducts, culverts, fences, depot grounds and buildings thereon, and particularly all engines, tenders, cars, tools, materials, machinery and all other property, real or personal, which may have been acquired by the said Steubenville and Indiana Railroad Company since the execution of the above recited mortgages, or either of them. To have and to hold the same and every part thereof, unto the said Jeremiah Wilbur and Henry M. Alexander, their successors and assigns and the survivor upon the trusts in said several mortgages particularly specified, and with the powers in said several mortgages given as fully and completely as if said several trusts and powers were herein specifically recited. And the said Steubenville and Indiana Railroad Company, for the consideration aforesaid, hereby cov¬ enants to and with the said Jeremiah Wilbur and Henry M. Alexander, in respect to the property hereby conveyed and aforesaid as is in said several mortgages herein mentioned, covenants, and hereby adopts the said covenants as fully and completely as though the same were herein particularly recited. Nevertheless, this conveyance is made upon this express condition, that whereas certain portions of said property so acquired since the execution of said mortgages is yet unpaid for, either in whole or in part, to wit, there being a balance of one thousand eight hundred and thirty- five dollars due to Messrs. Kimball and Gaston, of Philadelphia, for passenger cars, and also a balance of thirteen thousand six hundred and thirty-three dollars due to Messrs. M. W. Baldwin & Co., of Phila¬ delphia, for locomotives, and also a balance due to Means & Co., of Steubenville, cars and equipments for said road of thirteen thousand six hundred and twenty-eight dollars. Now the property hereby conveyed is to be held by them to secure the payment of the several sums above named to the creditors above named respectively, and until the said several sums are paid by the said railroad, the property hereby conveyed is to be held by them subject to the payment thereof, and thereafter fully and completely upon the other trusts and for the other purposes herein above specified. In witness whereof, the said Steubenville and Indiana Railroad Com¬ pany has caused its corporate seal to be hereto affixed, and the same to be subscribed by the president of said company, this seventh day of April, A. D. 1855. JAMES MEANS, President. [seal] Attest: S. F. SCULL, THOMAS MEANS. Acknowledged before Thomas Means, judge court of common pleas, April 7, 1855. Recorded, Jefferson county, Ohio, April 11, 1855, vol. 4, page 573. Not cancelled of record. 284 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. ORIGIN AX THIRD MORTGAGE. Steubenville and Indiana Railroad Company to Martin Andrews and Stuart B. Shotwell, Trustees. Dated February 15, 1856. Securing $600,000 bonds, $300,000 for $500 each and $300,000 for $1000 each, payable February 15, 1870, bearing 7 per cent, interest. This indenture, made this fifteenth day of February, in the year of our Lord one thousand eight hundred and fifty-six, between the Steubenville and Indiana Railroad Company, a corporation duly constituted and organized under the laws of the state of Ohio, of the first part, and Martin Andrews and Stuart B. Shotwell, of the state of Ohio, of the second part, witnesseth, that whereas the parties of the first part, in accordance with the provisions of the statutes of said state incorporating them, and of other statutes of said state affecting them, have been engaged in the construction of a railroad from Steubenville to Columbus, in said state of Ohio, and also in the construction of a branch from Cadiz Junction, on said railroad, to the town of Cadiz, in said state, which said road and branch are not yet fully completed; and whereas also, in the construction of said road and branch, certain debts have been by said company already contracted, part of which debt is floating, and part of which has been liquidated by the issue of the income bonds of said com¬ pany; and whereas also, it has become necessary for the purpose of further equipping said railroad to raise other sums of money; and whereas also, the said company have resolved, for the purpose of funding said income bonds and floating debt, and for the further purpose of raising by loan or otherwise the moneys necessary for the completion and equip¬ ment of said road to issue the bonds of said company to an amount not exceeding six hundred thousand dollars, which are ordered to be exe¬ cuted in manner as follows: Six hundred for the sum of five hundred dollars each, and three hundred for the sum of one thousand dollars each, bearing interest at the rate of seven per centum per annum, payable semi-annually, which bonds shall be on an equality, so far as regards security, by these presents, notwithstanding the same may be issued at different times: each of said bonds being authenticated by a certificate signed by said parties of the second part, and containing a clause per¬ mitting the holders thereof to exchange the same at par for shares of stock in said railroad company. Now, therefore, this indenture witnesseth, That the said parties of the first part, in order to secure the payment of said bonds and interest, and in consideration of one dollar to them in hand paid at the sealing and delivery hereof, by the party of the second part, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said parties of the second part, their successors in the trust hereby created and assigned, and the survivor of either of them, all the following present and in future to be acquired property; that is to say, their road, made or to be made, from Steubenville to Columbus, and their branch road, made or to be made, from Cadiz Junction to the town of CORPORATE HISTORY. 28 5 Cadiz, including the right of way for said road and branch and the land occupied thereby, together with the superstructure and tracks thereon, and all rails and other materials used therein, or procured therefor, and all money or other property procured or paid for with the above de¬ scribed bonds, and all bridges, viaducts, culverts, fences, depot grounds and buildings thereon, engines, tenders, cars, tools, materials, machinery, contracts, lumber, wood, and all other personal property now or here¬ after to be acquired, their right thereto, or interest therein, together with all tolls, rents, income to be received or levied therefrom, and all fran¬ chises, rights and privileges of the said parties of the first part, of and in, to, or concerning the same; and also all real estate acquired, or to be acquired by said party of the first part, which they may have the capacity to hold, wherever situate. But nothing herein contained shall be con¬ strued to prevent the parties of the first part from selling, hypothecating, or otherwise disposing of any bonds or other securities received in payment of stock, or otherwise, or of any lands or other property of the company not necessary to be retained for their roadway, depot grounds and stations, nor required for the construction or convenient use of their road, nor from collection of moneys due the company on stock, subscription or otherwise. Provided they shall diligently proceed to collect and faithfully apply all such means to the liquidation of the floating debt, and income bonds of said company above mentioned, and to the completion and further equipment of said road and branch. Provided also, that no default shall have been made in the payment of the interest or principal of any of the above described bonds. To have and to hold the said premises and every part thereof, with the appurtenances, unto the said parties of the second part, their successors in said trust, and assigns, and the survivor of either of them, upon the following trust: that is to say, in case the said parties of the first part shall fail to pay the principal or any part thereof, or any of the interest on any of the bonds, at any time when the same may become due and payable, according to the tenor thereof when demanded; then, after sixty days from such default, upon the request of the holders of such bonds, the said parties of the second part, their successors in said trust, or assigns, or the survivor of either of them, may enter and take possession of all or any part of said premises, and as the attorney in fact, or agent of said parties of the first part, by themselves or agents, or substitutes, duly constituted, have, use and employ the same, making from time to time all needful repairs, alterations and additions thereto, and after deducting the expenses of such use, repairs, alterations and additions, apply the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid. Or the said parties of the second part, their successors in said trust, and assigns, or the survivor of them, at his or their discretion, may, on the written request of the holders of at least one-half of the bonds then unpaid and unconverted into stock, cause the said premises, or so much thereof as shall be necessary to pay the principal and interest, of all such of said bonds as may then be unpaid and unconverted into stock, to be sold at public auction, in the city of Cincinnati, in the state of Ohio, or in the city of New York, giving at 286 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. least forty days’ notice of the time and place, and terms of such sale, and of the specific property to be sold, by publishing the same in two newspapers in general circulation in each of the cities aforesaid, and wherever else required by law; and execute to the purchaser or pur¬ chasers thereof, a good and sufficient deed of conveyance, in fee simple for the same; which shall be a bar against the parties of the first part, their successors, and assigns, and all persons claiming under them, of all right, interest or claim, in, or to said premises or any part thereof. And said trustees shall, after deducting from the proceeds of said sale the costs and expenses thereof, and of managing such property, apply such proceeds as may be necessary, to the payment of said principal and interest, due and unpaid on said bonds, and shall restore the residue thereof to the parties of the first part. It being hereby expressly under¬ stood, that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws by said parties of the first part, or any injunction or stay of proceedings, or any process, to be applied for, or obtained by them, to prevent such entry or sale as afore¬ said. And said parties of the first part hereby covenant, for the con¬ sideration aforesaid, to execute and deliver, any further reasonable and necessary conveyance of the premises, or any part thereof, to the said parties of the second part, their successors in said trust and assigns, for more fully conveying into effect the objects hereof, particularly for the conveyance of any property hereafter acquired by said parties of the first part, and comprehended in the description contained in the premises. And said parties of the first part hereby further covenant as aforesaid, that the money borrowed for the purposes aforesaid, upon the security of said bonds, shall be faithfully applied to the liquidation of the debts aforesaid, and to the completion and equipment of the railroad aforesaid, and the branch thereof. And it is hereby mutually agreed, and these presents are upon this express condition, that on the payment of the principal and interest of said bonds or the conversion thereof into stock in manner aforesaid, the estate hereby granted to said parties of the second part shall be void, and the right to the premises hereby con¬ veyed shall revert to and revest in said parties of the first part without any acknowledgment of satisfaction, reconveyance, re-entry or other act. And it is also mutually agreed, that the said parties of the second part, their successors in the trust, and assigns, shall only be accountable for reasonable diligence, and that said parties of the second part, their suc¬ cessors in said trust, or assigns, shall be entitled to receive proper com¬ pensation for every labor or service, performed by them in discharge of this trust, in case they shall be compelled to take possession of said premises, or any part thereof, or manage the same. And it is further mutually agreed, that in case of the death, mental incapacity or resigna¬ tion of one of the said parties of the second part, all their estate, right, interest, power and control in the premises shall be divested, cease and determine, and the same shall thenceforth, for the purposes aforesaid, be vested in, and all and singular, the trusts, duties and rights hereinbefore enumerated, shall devolve upon and be vested in the survivor of said trustees, without any further or other assurance or conveyance of or CORPORATE HISTORY. 287 for the same. And in case of the death, mental incapacity or resigna¬ tion, of the said survivor, after the trust hereby created shall have de¬ volved upon him, the said parties of the first part shall, or in case of their default to take proceedings therefor for thirty days, the holders of a majority of said bonds, may apply to the District Court, or the Court of Common Pleas, of the state of Ohio, sitting in any court or district in said state, to appoint a new trustee, being a resident of the state of Ohio, to supply his place; and thereupon such new trustee shall become vested for the purposes aforesaid, with all the rights and interests, hereby conveyed to, or vested in, said parties of the second part, without any further assurance or conveyance for the same; but, if the same be necessary, both or either of the parties shall execute any necessary re¬ leases or conveyances for that purpose. In witness whereof, the parties of the first part have caused their corporate seal to be hereto affixed, and the same to be subscribed by their president; and the said parties of the second part have hereto subscribed their hands apd seals, the day and year first above written. Attest: THOMAS L. JEWETT, President. R. S. MOODEY, MARTIN ANDREWS, [seal] E. M. McCOOK. STUART B. SHOTWELL. [seal] Acknowledged by Thomas L. Jewett before John Bray, justice peace, Jefferson county, Ohio, February 15, 1856. SATISFACTION OF MORTGAGE. L. L. Gilbert, appointed trustee at January, 1898, term of common pleas court, Jefferson county, executed a release of this mortgage April 21, 1898, which was recorded in Jefferson, Muskingum, Coshocton, Lick¬ ing, Franklin, Harrison and Tuscarawas counties in April, May and June, 1898. REORGANIZED FIRST MORTGAGE. Steubenville and Indiana Railroad Company to J. Edgar Thomson, H. M. Alexander and Jeremiah Wilbur, Trustees. Dated April 14, 1864. Securing $3,000,000 bonds of $1000 each, dated January 1, 1864, payable January 1, 1884, bearing 6 per cent, interest. Bonds were extended at maturity for 30 years at 5 per cent, interest. To all to whom these presents shall come, greeting: Whereas, The Steubenville and Indiana Railroad Company is indebted to various parties and corporations, the holders of the original first and second mortgage bonds of said company, in a large sum for principal and interest, which said sum, in a judicial proceeding in the Court of Com¬ mon Pleas of Harrison county, Ohio, has been merged in a decree for the sum of three millions six hundred and ninety-two thousand seven hundred and sixty-six dollars, bearing interest at the rate of seven per centum per annum; and whereas, the creditors of said company have agreed to accept propositions made by it for the extension of payment to 288 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the first of January, 1884, the reduction of said debt to three millions of dollars and of the interest in the future to six per centum per annum, upon certain conditions expressed in the resolutions of the shareholders of said company, in a meeting held at Steubenville, on the ninth day of April, 1864; and whereas, for the convenience of said company, new evidences of debt are proposed to be given, to be known as the “ first mortgage bonds,” to be issued in twelve series, designated by letters from “ A ” to “ L,” inclusive, each series to comprise two hundred and fifty bonds, numbered from one to two hundred and fifty, inclusive, each to be for one thousand dollars ($1000), all to be dated on the first day of January, 1864, and to bear interest at six per centum from that day, and between themselves to be equal, without priority; which said bonds are proposed to be secured by a new first mortgage on the property of the company, in pursuance of the resolutions of said meeting, and of the meeting of the directors of said company, on the eleventh of the same April, and which are accepted by said creditors in the faith that the shareholders and all creditors, other than those secured by said first and second mortgages, shall comply with the terms of said resolutions, and without which compliance neither said original debt nor the decree therefor are to be extinguished, nor the rate per centum of interest to be reduced, but are to continue in force as if no propositions of arrange¬ ment had been made or accepted: Now, therefore, know ye, That the Steubenville and Indiana Railroad Company, a corporation created by the laws of the state of Ohio, in consideration of the premises, and of the sum of one dollar, to it in hand paid by John Edgar Thomson, of Philadelphia, Henry M. Alexander and Jeremiah Wilbur, of New York, trustees, the receipt of which is acknowl¬ edged, as well as of divers valuable considerations the said company thereunto moving, has bargained and sold, and does hereby give, grant, bargain, sell, assign, transfer and convey unto the said John Edgar Thom¬ son, Henry M. Alexander and Jeremiah Wilbur, as such trustees, the survivors or survivor of them, their successors and assigns, all the follow¬ ing, the present and in future to be acquired property, franchises, rights and credits of said company, that is to say, the railroad of said company, from Steubenville to Newark, in Ohio, and in those towns, the right of way, the lands occupied by said road, and appurtenant thereto, the super¬ structure and tracks thereon, all rails and other materials thereon or pro¬ cured therefor, including all bridges, viaducts, culverts, fences, depot grounds, buildings thereon, engines, tenders, cars, tools, machinery, motive or fixed, agreements, contracts, and all other personal property, right thereto or interest therein, together with all the tolls, rents and income to be levied and derived therefrom, and all franchises, rights, estates and privileges of the said Steubenville and Indiana Railroad Com¬ pany, of, in and to or concerning the same. But nothing herein contained shall be construed to prevent said company from selling or pledging any lands or other property not necessary to be retained for its roadway, depots or stations, or required for the convenient use and working of said road, nor from collecting moneys due the company, provided no default shall have been made in the payment of the principal or interest CORPORATE HISTORY. 289 hereinafter provided for: to have and to hold the said Steubenville and Indiana Railroad, with all the estate, rights, franchises and property hereinbefore enumerated and appurtenant thereto, unto the said John Edgar Thomson, Henry M. Alexander and Jeremiah Wilbur, as such trustees, the survivors and survivor of them, their successors and assigns, forever. But upon trust, nevertheless, to permit and allow the said com¬ pany to use and enjoy said property for the purposes of a railway so long as no default is made in the conditions following; that is to say, that said company shall pay to the holders, respectively, of the said three thousand bonds, the principal thereof on the first day of January, 1884, at the office of the company in the city of New York, and shall, in the meantime, pay to the holders thereof for the time being the in¬ terest on said bonds semi-annually, at six per centum also, at the office of the said company in the city of New York, at the time fixed by the interest warrants attached to said bonds, respectively; and upon failure to pay the interest of any of said bonds for sixty days after the time fixed for payment, the holder may elect that the principal shall become due, and upon failure to pay the principal, or any part thereof, or any of the interest on any of the said bonds, at any time the same may become due thereon, sixty days from said default, at the request of any holder, the trustees may, and at the demand of one-half of the bondholders shall, enter upon and take possession of all or any part of said premises, and as the attorneys in fact and agents of said company, by themselves and agents or substitutes, or by said agents and substitutes, duly constituted by them, have, use and employ said railway, and all its machinery and property of every description, making, from time to time, all needful repairs, alterations and additions, and apply the proceeds thereof to the payment of the principal and interest of all of said bonds remaining unpaid, without discrimination; or, at the request of the holders of one- half of said bonds unpaid, shall cause the said premises, or so much thereof as shall be necessary for the purpose, to be sold at public auction, in the city of New York, or in Steubenville, Ohio, giving at least forty days’ notice of the time, place and terms of sale, and of the specified property to be sold, by publishing the same in two newspapers in New York, one newspaper in Cincinnati, and one in Steubenville, and wher¬ ever else may be required by law; and to execute and deliver to the purchaser or purchasers, or their assigns, a deed of conveyance for the same, which shall be a bar against the said company, its successors and assigns, and all persons claiming under them, of all right, interest or claim in or to said premises, or any part thereof; and said trustees, after deducting from the proceeds of sale all the costs and expenses thereof, and all expenses of management, including compensation to themselves, shall apply so much of said proceeds as may be necessary to the payment of the principal and interest of said bonds, and for distribution pro rata, in case the proceeds are inadequate; and it is further stipulated with the trustees, survivors and survivor of them, and their successors, in case they are required to take possession under this clause, that they shall only be accountable for reasonable diligence in the management thereof, or in the performance of any of the duties imposed by this grant, and shall 19 29 O PITTSBURGH, CINCINNATI, CHICAGQ AND ST. LOUIS RY. CO. not be responsible for the acts of any substitutes or agents employed by them, when such selection and appointment was made in the exercise of a reasonable discretion, nor shall they be bound to act under this clause, unless means for expenses are provided, or they be indemnified against liability; and upon trust further, to take an assignment of the decree in the Court of Common Pleas of Harrison county, Ohio, in favor of the holders of the first and second mortgage bonds, and to hold said decree against the company as further assurance for the bonds issued hereunder, with power to enforce the same by a sale, but this power is not to be exercised except upon request of the holders of three-fourths of the bonds issued hereunder, and not then except to protect the crditors who have assented to the plan for the reorganization of the company against other creditors or shareholders who may not have accepted the same. And upon the assent of all the creditors and shareholders to the plan of reorganization, they will release and discharge the decree so assigned to them, on payment of costs by the company. And upon trust further, that when the bonds issued under this instru¬ ment, and secured thereby, are all paid, they will, at the company s cost, if required, execute a deed of release; but it is stipulated, in the absence of such deed or request therefor, that the estate hereby granted shall de¬ termine, and all the said premises, and property of every kind and de¬ scription, shall revert to and revest in said company, without any acknowl¬ edgment of satisfaction, re-entry or other act; and as to the manner of executing said trust, it is directed by the grantor that, in the event of disagreement, the acts of two shall be as binding, in all matters and things connected with the premises, as if all united, and in the event of the death or incapacity of either, that the survivors and survivor shall have full powers, without supplying the vacancy so occasioned, or they may agree and supply the vacancy by appointment, or failing this, they may apply to any court of competent jurisdiction in Ohio to appoint to the vacancy, or the holders of half of the bonds may apply to such court for this purpose, and, without further grant or conveyance, the person or persons so appointed shall be as fully vested with all powers, and subject to all duties, as if he or they had been parties to this deed as grantees; and said company hereby expressly waives all benefit or advantage of any valuation, appraisement or extension laws in the state of Ohio, now or in the future to be passed, whether the trustees shall proceed to sell under the exercise of the power granted or by judicial proceedings in the courts, state or federal. And it hereby covenants that, at any time in the future, it will execute and deliver to said trustees, the survivors and survivor of them, and their successors, any deed or deeds for further assurance which may be necessary to protect the bondholders hereunder in the secure enjoyment of what is intended by this instrument to accomplish a first lien on all the present and future to be acquired property of said company, from Steubenville to Newark, and in those places. In testimony whereof, the said Steubenville and Indiana Railroad Company hath caused its corporate seal to be hereunto affixed, attested by its secretary, and hath caused this instrument to be signed on its behalf by its president, this fourteenth day of April, Anno Domini one CORPORATE HISTORY. 29I thousand eight hundred and sixty-four. And in witness of their accept¬ ance of this trust, the grantees hereunto affix their hand and seals. ( *1,000 ) The Steubenville and Indiana Railroad Company, j canceled p ' j By THOS. L. JEWETT, President. Attest: J. G. MORRIS, Secretary. Signed, sealed and delivered by the grantor in presence of S. F. SCULL, H. W. WYNKOOP. J. EDGAR THOMSON, [seal] Signed and sealed by John Edgar Thomson in presence of HERMAN HERABOUT, EDW. SHIPPEN. H. M. ALEXANDER. [seal] JEREMIAH WILBUR, [seal] Signed and sealed by Henry M. Alexander and Jeremiah Wilbur in presence of HENRY W. TAYLOR, EDWIN F. CURRY. Acknowledged by Thomas L. Jewett before M. O. Junkin, mayor of Steubenvile, O., April 21, 1864; by J. Edgar Thomson before Edw. Shippen, commissioner for Ohio in Pennsylvania, April 16, 1864; and by Henry M. Alexander and Jeremiah Wilbur before Edwin F. Curry, commissioner for Ohio in New York. Recorded, Jefferson county, Ohio, April 21, 1864, in Mortgage Book No. 8, pages 104 to 107, inclusive; Harrison county, April 22, 1864, Mort¬ gage Record C, page 219; Tuscarawas county, April 23, 1864, Mortgage Record 7, page 324; Coshocton county, April 25, 1864, Mortgage Record 5, page 507; Licking county, April 26, 1864, Mortgage Record 13, page 4; Muskingum county, May 11, 1864, Mortgage Record 29, page 100. FORM OF BOND SECURED BY FOREGOING MORTGAGE. Secured by mortgage. Loan of $3,000,000. United States of America. Series — No. — State of Ohio. $1000. First mortgage bond. Steubenville and Indiana Railroad Company. Know all men by these presents, That the Steubenville and Indiana Railroad Company acknowledges itself indebted, for value received, in the sum of one' thousand dollars to J. Edgar Thomson, Henry M. Alex¬ ander and Jeremiah Wilbur, or bearer, which sum the said company promises to pay to J. Edgar Thomson, Henry M. Alexander and Jeremiah Wilbur, or bearer, at the office of the said company on the first day of January, A. D. 1884, and also interest thereon, at the rate of six per cent, per annum, semi-annually, on the first days of October, 1864, and 292 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. $ April, 1865, and on the same days in each and every year ensuing, on the presentation of the proper coupon at the office of the said Steuben¬ ville and Indiana Railroad Company, in the city of New York, until the said principal sum shall be due. This bond is issued upon the security of a mortgage upon the railroad of said company, its entire property, franchises, privileges and appur¬ tenances, from Steubenville to Newark, as specified in said indenture under date of January 1st, A. D. 1864. Witness the corporate seal of the said company, attested by the presi¬ dent and secretary at Steubenville, this first day of January, A. D. 1864. THOS. L. JEWETT, President. J. C. MORRIS, Secretary. (Across face of bond.) Registered Bond No. -. Pursuant to an agreement between the owner of this bond and the Pittsburgh, Cincinnati and St. Louis Railway Company, successors of the Steubenville and Indiana Railroad Company, the time for the pay¬ ment of the principal hereof is extended to January 1st, 1914; interest hereon to be at the rate of five per cent, per annum, payable semi-annu¬ ally on July 1st and January 1st each year from and after January 1st, 1884, the interest to the last named date being paid. The principal and interest on this bond, so extended, to be paid only to the registered owner or to the legal representative of such owner, and all rights under the mortgage securing this bond to remain as therein expressed, save as modified by this agreement. Pittsburgh, Cincinnati and St. Louis Railway Company, By JNO. E. DAVIDSON, Treasurer. January 1st, 1884. (Trustees’ Certificate.) This bond is one of those authorized to be issued by the Steubenville and Indiana Railroad Company, and is protected by first mortgage issued by said railroad company for the amount of $3,000,000 to J. Edgar Thom¬ son, H. M. Alexander and Jeremiah Wilbur, trustees, which mortgage has been duly executed, delivered and recorded. (Signed) J. EDGAR THOMSON, H. M. ALEXANDER, J. WILBUR, Trustees. REORGANIZED SECOND MORTGAGE. Steubenville and Indiana Railroad Company to J. Edgar Thomson, H. M. Alexander and Jeremiah Wilbur, Trustees. Dated April 19, 1864. Securing $1,500,000 bonds of $1000 each, dated April 1, 1864, payable April 1, 1894, bearing 6 per cent, interest. To all to whom these presents shall come, greeting: Whereas, The Steubenville and Indiana Railroad Company is indebted to divers persons and corporations, the holders of. its third mortgage CORPORATE HISTORY. 293 bonds, its income bonds, and its other liabilities, called the floating debt, in a large sum of money, not yet ascertained, but which, in a proceeding in the Court of Common Pleas of Harrison county, Ohio, is now referred to a master commissioner for ascertainment, a large proportion of which debt bears interest at the rate of seven per centum per annum; And whereas, A large number of said creditors have agreed to accept propositions made by said company for the surrender of all the interest on said debt, the extension of time for payment of principal to the first of April, 1894, the reduction of the rate of interest in the future to six per centum upon certain conditions expressed in the resolutions of the shareholders of said company, in a meeting held at Steubenville, on the ninth day of April, 1864; And whereas, For the convenience of said company, new evidences of debt are proposed to be given, to be known as the “ second mortgage ” bonds, to be issued in twelve series, designated by letters from “ A ” to “ L,” inclusive, each series to comprise one hundred and twenty-five bonds, numbered from one to one hundred and twenty-five, inclusive, each to be for one thousand dollars ($1000), all to be dated op the first day of April, 1864, and to bear interest at six per centum from that day, and between themselves to be equal, without priority, which said bonds are proposed to be secured by a new second mortgage on the property of the company, in pursuance of the resolutions of said meeting, and of the meeting of the directors of said company, on the eleventh of the same April, and which are accepted by the creditors receiving securities under this mortgage, in the faith that shareholders and the other creditors, except the holders of the first and second bonds originally issued by said company, shall comply with the terms of said resolution, and without which compliance neither said original debts, nor the decree which may be rendered for its payment, are to be extinguished, nor the rate per centum to be reduced, but they are to continue in force as if no proposi¬ tions for arrangements had been made by the company nor accepted by the creditors, and, notwithstanding the acceptance of said new bonds, it shall be competent for the creditors to proceed in said reference to ascertain the amount of their claims against said company, and the rate of interest to which they are by law severally entitled, without any abate¬ ment; and the acceptance of said new securities shall operate and inure to transfer to the trustees hereinafter named the sums so ascertained to be due to creditors, to be held by them for the purpose of securing the compliance of all parties to said plan of adjustment, and for the purpose of equitably protecting those who have made concessions against others who may refuse to make the same. And this instrument is exe¬ cuted by the company, and accepted by the trustees, and by the parties receiving bonds under the same, with the agreement and understanding that it is postponed, and subject, legally and equitably, to the company’s new first mortgage for three millions of dollars, to the same trustees, upon the same property. That the principal sum herein secured shall not become due upon failure to pay any installment of interest, nor unless the funds shall be willfully misapplied by said company, shall it be lawful for the trustees or bondholders hereunder to foreclose this mortgage 294 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. before the falling due of the first mortgage, without the holders of a majority of the first mortgage bonds shall consent thereto. Now, therefore, know ye, That, subject to the foregoing limitations, the Steubenville and Indiana Railroad Company, a corporation created by the laws of the state of Ohio, in consideration of the premises, and of the sum of one dollar, to it in hand paid by John Edgar Thomson, of Philadelphia, and Henry M. Alexander and Jeremiah Wilbur, of New York, trustees, the receipt of which is acknowledged, as well as of divers valuable considerations the said company thereunto moving, has bargained and sold, and does hereby give, grant, bargain, sell, assign, transfer and convey unto the said John Edgar Thomson, Henry M. Alexander and Jeremiah Wilbur, as such trustees, the survivors or sur¬ vivor of them, their successors and assigns, all the following, the present and in future to be acquired property, franchises, rights and credits of said company; that is to say, the railroad of said company, from Steuben¬ ville to Newark, in Ohio, and in those towns, the right of way, the lands occupied by said road and appurtenant thereto, the superstructure and tracks thereon, all rails and other materials thereon or procured therefor, including all bridges, viaducts, culverts, fences, depot grounds and buildings thereon, engines, tenders, cars, tools, machinery, motive or fixed, agreements, contracts, and all other personal property, right thereto or interest therein, together with all the tolls, rents and income to be levied and derived therefrom, and all franchises, rights, estates and privi¬ leges of the said Steubenville and Indiana Railroad Company, of, in and to or concerning the same. But nothing herein contained shall be construed to prevent said com¬ pany from selling or pledging any lands, or other property, not necessary to be retained for its roadway, depots or stations, or required for the con¬ venient use and working of said road, nor from collecting moneys due the company, provided no default shall have been made in the payment of the principal or interest hereinafter provided for: To have and to hold the said Steubenville and Indiana Railroad, with all the estate, rights, franchises and property hereinbefore enumerated, and property appur¬ tenant thereto, unto the said John Edgar Thomson, Henry M. Alexander and Jeremiah Wilbur, as such trustees, the survivors and survivor of them, their successors and assigns, forever. But upon trust, nevertheless, to permit and allow the said company to use and enjoy said property for the purpose of a railway so long as no default is made in the conditions following; that is to say, that said company shall pay to the holders, respectively, of the said fifteen hundred bonds, on the first day of April, 1894, the principal thereof, at the office of the company, in the city of New York, and shall, in the meantime, pay to the holders for the time being the interest on said bonds semi-annually, at six per centum also, at the office of said company in the city of New York, at the time fixed by the interest warrants attached to said bonds, respectively; and upon failure to pay the principal, or any part thereof, of any of the said bonds at the time the same may become due, then, on sixty days from said de¬ fault, at the request of any holder, the trustees may, and at the demand of one-half the bondholders shall, enter upon and take possession of all CORPORATE HISTORY. 295 or any part of said premises, and as the attorney in fact and agents of said company, by themselves and agents or substitutes, or by said agents and substitutes, duly constituted by them, have, use and employ said railway, and all its machinery and property of every description, makjng, from time to time, all needful repairs, alterations and additions, and apply the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid, without discrimination; or, at the request of the holders of one-half of said bonds unpaid, shall cause the said prem¬ ises, or so much thereof as shall be necessary for the purpose, to be sold at public auction, in the city of New York, or in Steubenville, Ohio, giving at least forty days’ notice of the time, place and terms of sale, and of the specified property to be sold, by publishing the same in two news¬ papers in New York, one newspaper in Cincinnati, and one in Steuben¬ ville, and wherever else may be required by law; and to execute and deliver to the purchaser or purchasers, or their assigns, a deed of con¬ veyance for the same, which shall be a bar against the said company, its successors and assigns, and all persons claiming under them, of all right, interest or claim in or to said premises, or any part thereof; and said trustees, after deducting from the proceeds of sale all costs and expenses thereof, and expenses of management, including compensation to themselves, shall apply so much of said proceeds as may be necessary to the payment of the principal and interest of said bonds, and for dis¬ tribution pro rata, in case the proceeds are inadequate. And it is further stipulated with the trustees, survivors and survivor of them, and their successors, in case they are required to take possession under this clause, that they shall only be accountable for reasonable diligence in the man¬ agement thereof, or in the performance of any of the duties imposed by this grant, and shall not be responsible for the act of any substitute or agents employed by them, when such selection and appointment was made in the exercise of a reasonable discretion, nor shall they be bound to act under this clause unless means for expenses are provided, or they be indemnified against liability; and upon trust further, to take an assign¬ ment of the decree to be rendered in the Court of Common Pleas of Harrison county, Ohio, in favor of the stockholders, of the securities of said company, other than the first and second mortgage bonds, and to hold said decree against the company as further assurance for the bonds issued hereunder, to protect the creditors who have assented to the plan for the reorganization of the company against other creditors or share¬ holders who may not have accepted the same; and upon the assent of all creditors and shareholders to the plan of reorganization, they will release and discharge the decree so assigned to them, on payment of costs by the company. And upon trust further, that when the bonds issued under this instrument, and secured thereby, are ail paid, they will, at the com¬ pany’s cost, if required, execute a deed of release; but it is stipulated, in the absence of such deed or request therefor, that the estate hereby granted shall determine, and all the said premises, and property of every kind and description, shall revert to and revest in said company, without any acknowledgment of satisfaction, re-entry or other act; and as to the manner of executing said trust, it is directed by the grantor that, in the 296 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. event of disagreement, the acts of two shall be as binding, in all matters and things connected with the premises, as if all united, and in the event of the death or incapacity of either, that the survivors or survivor shall have full powers, without supplying the vacancy so occasioned, or they may agree and supply the vacancy by appointment, or failing this, they may apply to any court of competent jurisdiction in Ohio to appoint to the vacancy, or the holders of half of the bonds may apply to such court for this purpose, and, without further grant or conveyance, the person or persons so appointed shall be as fully vested with all powers, and subject to all duties, as if he or they had been parties to this deed as grantees. And said company hereby expressly waives all benefit or advantage of any valuation, appraisement or extension laws in the state of Ohio, now or in the future to be passed, whether the trustees shall proceed to sell under the exercise of the powers granted or by judicial proceedings in the courts, state or federal, and hereby covenant that, at any time in the future, it will execute and deliver to said trustees, the survivors and survivor of them, and their successors, any deed or deeds for further assurance which may be necessary to protect the bondholders hereunder in the secure enjoyment of what is intended by this instrument to accomp¬ lish a second lien on all the present and future to be acquired property of the said company, from Steubenville to Newark, and in those places. In testimony whereof, the said Steubenville and Indiana Railroad Company hath caused its corporate seal to be hereunto affixed, attested by its secretary, and hath caused this instrument to be signed in its behalf by its president, this the nineteenth day of April, A. D. one thousand eight hundred and sixty-four; and in witness of their acceptance of the trust, the grantees hereunto affix their hands and seals. i $1,000 < Rev. Stamp, ( canceled. SEAL S. & I. R. R Co. The Steubenville and Indiana Railroad Company, By THOS. L. JEWETT, President. Attest: J. G. MORRIS, Secretary. Signed, sealed and delivered by the grantor in presence of us, JOSEPH MEANS, S. F. SCULL, H. W. WYNKOOP. J. EDGAR THOMSON, [seal] Signed and sealed by John Edgar Thomson in presence of us, EDWIN J. SMITH, WILLIAM LEWIS. H. M. ALEXANDER [seal] JEREMIAH WILBUR, [seal] Signed and sealed by Henry M. Alexander and Jeremiah Wilbur in presence of us, HENRY W. TAYLOR, EDWIN F. CURRY, Jr. CORPORATE HISTORY. 297 Acknowledged by Thomas L. Jewett before M. O. Junkin, mayor of Steubenville, April 25, 1864. Acknowledged by J. Edgar Thomson in Philadelphia, before Charles Sergeant, commissioner for Ohio, April 22, 1864. Acknowledged by Henry M. Alexander and Jeremiah Wilbur before Edwin F. Curry, Jr., commissioner for Ohio in New York, April 19, 1864. Recorded in Jefferson county, Ohio, April 25, 1864, in Record of Mort- # gages Book No. 8, pages 111 to 114, inclusive. Also recorded in Coshoc¬ ton, Licking, Harrison, Tuscarawas and Muskingum counties. SATISFACTION OF MORTGAGE. The bonds secured by the within mortgage of the Steubenville and Indiana Railroad Company to J. Edgar Thomson, Jeremiah Wilbur and Henry M. Alexander, trustees, dated April 19, 1864, having been fully paid, the said mortgage is hereby cancelled, satisfied and discharged. H. M. ALEXANDER, Surviving Trustee. Dated August 24, 1880. Witness: JOHN J. McCOOK. Cancelled on the Mortgage Records of Jefferson and Harrison counties, December 18, 1880; Licking, Muskingum and Coshocton counties, December 20, 1880; Tuscarawas county, December 21, 1880. MORTGAGE. Steubenville and Indiana Railroad Company to J. Edgar Thomson, Trustee. Dated August 31, 1864. Securing $775,000 of bonds of $1000 each, dated September 1, 1864, payable January 1, 1890, bearing 7 per cent, interest. This indenture, made the 31st day of August, in the year of our Lord one thousand eight hundred and sixty-four, between the Steubenville and Indiana Railroad Company, a corporation duly incorporated under the laws of the state of Ohio, of the first part, and John Edgar Thomson, of the city of Philadelphia, in the state of Pennsylvania, gentleman, of the second part: Whereas, At a meeting of the stockholders of the party of the first part, held at Steubenville, on the 9th day of April, Anno Domini one thousand eight hundred and sixty-four, the directors of the party of the first part were authorized and requested to make the purchase of an un¬ divided half of so much of the road of the Central Ohio Railroad Com¬ pany as is common to the route and charters of both of said companies, and for the purpose of paying the purchase money as soon as said sale should be confirmed by the Circuit Court of the United States for the District of Ohio, the said directors were authorized to issue bonds, not exceeding the sum of seven hundred and seventy-five thousand dollars, and to secure the same by a mortgage of the property so bought, and also of the other property of the said party of the first part hereto, 298 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. but as to the latter, subject to the two mortgages hereinafter mentioned; and the said directors were also authorized to deliver said bonds to the said Central Ohio Railroad Company in payment of said premises, or to sell the same and apply the proceeds, or to hypothecate the same for the money so to be used in payment; And whereas, The contract entered into on the 14th day of March, one thousand eight hundred and sixty-four, between the Central Ohio Rail¬ road Company and the party of the first part hereto, for the sale to the latter of the undivided half of the road above referred to, was approved by the board of directors of the party of the first part, at a meeting of said board, held on the eleventh day of April, Anno Domini one thou¬ sand eight hundred and sixty-four, and the president of the party of the first part, upon the confirmation of the sale by the Circuit Court of the United States aforesaid, was authorized to complete the same as directed by the meeting of stockholders, above recited; And whereas, The said sale was duly confirmed by the said court, at the June term of the said court, and the said undivided half of said road, and the appurtenances, have, by indenture, bearing even date herewith, and executed and delivered immediately before the execution and delivery hereof, been duly conveyed to the party of the first part hereto; And whereas, In pursuance of the authority aforesaid, and of all and every other power and authority in. them in anywise vested, and for the purpose above referred to and authorized, the party of the first part are about to make and execute, under their corporate seal, seven hundred and seventy-five bonds, for one thousand dollars each, to be numbered consecutively, beginning with number one and ending with number seven hundred and seventy-five, the same to be issued and delivered for the purpose aforesaid; the said bonds to be issued to be of the form and effect following, viz.: No. State of Ohio. $1000. The Steubenville and Indiana Railroad Company. Bonds issued for seven hundred and seventy-five thousand dollars. Secured by a mortgage. The Steubenville and Indiana Railroad Company acknowledge them¬ selves to be indebted to J. Edgar Thomson, or bearer, in the sum of. one thousand dollars, lawful money of the United States, which sum they promise to pay, at the office of the Pennsylvania Railroad Company, in the city of Philadelphia, to said J. Edgar Thomson, or bearer, on the 1st day of January, one thousand eight hundred and ninety, with interest at the rate of seven per centum per annum, payable semi-annually, at the office of the said Pennsylvania Railroad Company, in the city of Philadelphia, on the 1st day of July and January in each year, on de¬ livery of the annexed interest warrants or coupons therefor, respectively. The holder of this bond is entitled to the security derived from a mort¬ gage, by said Steubenville and Indiana Railroad Company, dated on the 31st day of August, Anno Domini one thousand eight hundred and sixty- four (and duly recorded), to J. Edgar Thomson, Esq., in trust, as therein mentioned, and will also be entitled to the benefit of a special sinking fund as therein set forth. CORPORATE HISTORY. 2 99 In witness whereof, the said company have caused these presents to be sealed with the corporate seal, duly attested by their secretary, and to be signed by their president, at Steubenville, Ohio, this 1st day of Septem¬ ber, Anno Domini one thousand eight hundred and sixty-four. ,-s THOS. L. JEWETT, President. / _ SEAL \ Attest: f Co. J J- G. MORRIS, Secretary. And each of said bonds shall be further authenticated by a certificate endorsed thereon, signed by the party of the second part hereto, in the words following, to wit: “ I, J. Edgar Thomson, the trustee under the within mentioned mort¬ gage, do hereby certify that the within bond is one of the bonds intended to be secured by the mortgage therein mentioned. [Signed,] J. EDGAR THOMSON.” Philadelphia, September 1, 1864. Now, this indenture witnesseth, That the said party of the first part, as well in consideration of the premises, and for the better securing payment of the said bonds, with the interest which will accrue thereon, as of the sum of one dollar, lawful money of the United States of America, unto them well and truly paid by the said J. Edgar Thomson, at the time of the execution hereof, the receipt whereof is hereby acknowledged, have granted, bargained, sold, aliened, enfeoffed, released and confirmed, assigned, transferred and set over, and by these presents, in pursuance and execution of all and every power and authority in them in anywise vested and in this behalf enabling, do grant, bargain, sell, alien, enfeoff, release and confirm, assign, transfer and set over unto the said J. Edgar Thomson, his heirs, executors, administrators and assigns, the whole of the railroad of the party of the first part, in the state of Ohio, beginning at Steubenville and ending at its point of connection at Newark with the railroad of the Central Ohio Railroad Company; and also all the one full, equal and undivided moiety or half part, purchased, as above recited, from the Central Ohio Railroad Company, of all that railroad, begin¬ ning at the point of connection at Newark of the railroad of the party of the first part with the railroad of the CentraP Ohio Railroad Company, and ending at Columbus, at its point of connection with the Xenia and Columbus Railroad, being the western terminus of the Central Ohio Railroad; and also all the lands, rails, bridges, wharves, fences, rights of way, depots, depot grounds, machine shops, stations, side tracks, works, masonry and other superstructure, real estate, buildings and im¬ provements whatsoever, and all other property, of every kind >and de¬ scription, to the said railroad, from Steubenville to Newark, and to the undivided half of said railroad from Newark to Columbus, respectively, belonging or appurtenant, including all property, of every kind and description, lying and being in Steubenville, and in Newark and in Columbus as aforesaid, and between the said respective points as afore¬ said; and also all the estate and interest of the party of the first part in and to all the lands, railways, rails, bridges, wharves, fences, rights of 300 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. way, depots, depot grounds, machine shops, stations, side tracks, works, masonry, and other superstructure, real estate, buildings and improve¬ ments whatsoever, and all other property, of every kind and description, hereafter to be acquired for or appurtenant to the said railroad from Steubenville to Newark, and from Newark to Columbus, as aforesaid, including their estate and interest in the second track hereafter men¬ tioned; together with all the corporate rights and franchises, privileges and immunities of the party of the first part, and together with all the streets, roads, ways, waters, water courses, easements, rights, liberties, hereditaments and appurtenances, unto any of the hereby granted and mentioned premises and estate belonging and appertaining, or to be¬ long and appertain, and the reversions and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, property, claim and demand, of every nature and kind whatsoever, of the party of the first part, as well at law as in equity, of, in and to the same and every part and parcel thereof, excepting and reserving from this mortgage the locomotives or rolling stock now owned or hereafter to be acquired by the party of the first part: To have and to hold the same, with the appurtenances, unto the party of the second part hereto, and to his heirs, executors, administrators and assigns, to and for his and their only use and behoof. This mortgage being a first incumbrance, as respects the said undivided half of said railroad from Newark to Columbus, as above mentioned, and the prop¬ erty and franchises thereof, but as respects the said railroad from Steu¬ benville to Newark, this mortgage is subject to two certain mortgages, respectively executed by the party of the first part to J. Edgar Thomson, Henry M. Alexander and Jeremiah Wilbur, in trust, as in said mort¬ gages respectively mentioned; the first of said two mortgages being given to secure payment of the sum of three million dollars, with the interest as therein mentioned, and the other or second mortgage being given to secure the payment of the sum of fifteen hundred thousand dollars, with interest as therein mentioned, and which said mortgages are, respectively, dated the 14th day and the 19th day of April, A. D. 1864, and are duly recorded. But this mortgage, made in trust, nevertheless, for the use, benefit and security, as hereinafter mentioned, of the several persons, their respective successors, executors, administrators and assigns, who shall be or become the holders of the said bonds about to be issued, and intended to be hereby secured, or any of them, according to law, and without priority to any holder of any such bond or bonds; subject, until default shall have occurred as hereinafter mentioned, to permit and suffer the party of the first part, and their successors and assigns, and their president, directors, officers and agents, to retain the free and uncontrolled use, possession and management of the estates and property hereby granted, and hereinbefore mentioned and referred to, and to use, occupy, manage and control the same for the purposes of the business of the party of the first part; and it is hereby expressly covenanted, agreed and understood, by and between the parties hereto (the said party of the first part covenanting as well for themselves as their successors and assigns), and the said party CORPORATE HISTORY. 3°! of the second part covenanting for himself and his heirs, executors and administrators, in manner following, viz.: First. They, the party of the first part, do hereby covenant and agree, as aforesaid, that they will punctually pay to the holders of the bonds aforesaid, intended to be secured hereby, or any that may be issued and accepted in lieu, renewal or substitution of the same, respectively, the interest thereon, semi-annually, as the same shall become due and pay¬ able, according to the terms in said bonds contained, or according to the provisions of this indenture of mortgage, and will, on the 1st day of January, Anno Domini one thousand eight hundred and ninety, or whenever the said principal sum shall, according to the provisions hereof, become due and payable, fully and entirely pay off and satisfy, as afore¬ said, the whole of the said bonds, principal and interest, without any further delay. Second. It being agreed that the net earnings of the said railroad be¬ tween Newark and Columbus shall be appropriated as hereinafter men¬ tioned, it is hereby declared and agreed that the said net earnings shall consist of the whole of the gross receipts of all the trade, travel, traffic, mail service, express, rents, business and commerce of every kind, of the said undivided half of the said railroad between Newark and Columbus, after deducting only the proportion of the party of the first part of the expenses of operating and maintaining the said road between Newark and Columbus, the amount of the earnings derived from so much of said traffic, on said road between Newark and Columbus, as shall consist of through traffic from the other part of the railroad of the party of the first part, shall be determined by calculating the pro rata proportion which the distance that such freight or passengers may have been carried on said railroad between Newark and Columbus, shall bear to the whole distance that the same may have been carried on the railroad of the party of the first part, and the said party of the first part covenant and agree that they will keep such separate books or accounts for the purpose of ascertaining and determining the net earnings of the said railroad between Newark and Columbus, as the party of the second part hereto may, in his discretion, deem necessary or expedient. Third. That the party of the first part shall and will appropriate the whole of the said net earnings of the said railroad between Newark and Columbus, as follows, to wit: 1. In the payment of the interest on the said bonds hereby secured when and as the same shall hereafter accrue and become due and payable. 2. Provided the party of the first part, and the Central Ohio Railroad Company, shall determine to lay a second track upon the said road be¬ tween Newark and Columbus, and if the said Central Ohio Railroad Com¬ pany shall furnish one-half of the cost of constructing the same, that then the whole of such net earnings, after payment of the interest on the said bonds, as aforesaid, shall be appropriated to the payment of the propor¬ tion of the party of the first part of the cost of constructing the said second track. 3. Until such appropriation for such second track be required, as above stated, and after payment therefor to the sinking fund hereinafter provided for. 302 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Fourth. That while and so long as the said fund is not required for the said second track, as hereinbefore provided, they, the party of the first part, shall and will, on the ist day of January, Anno Domini one thousand eight hundred and sixty-five, and annually, on the first day of January in each year thereafter, appropriate and set apart the whole of the said net income (deducting only interest paid on the said bonds in¬ tended to be hereby secured and then outstanding as aforesaid), as and for a sinking fund, and which net income (deducting interest paid on bonds as aforesaid) shall, within thirty days after each such first day of January, be paid over to the party of the second part, and be by him appropriated and applied in the purchase and extinguishment, from time to time, of the bonds so hereby intended to be secured, at a sum not exceeding the par value thereof; but if the said bonds cannot be pur¬ chased at or below par, that then the said surplus net earnings aforesaid, so paid over to the said party of the second part, shall be by him invested in his own name, as trustee under this mortgage, in such other bonds or securities, of such corporations created by the state of Ohio or Penn¬ sylvania, as he may, in his discretion, deem most expedient, and all moneys invested in any other manner than in the purchase and extin¬ guishment of the bonds so intended to be hereby secured, shall be so held and kept by said trustee as a security for the payment of the bonds hereby intended to be secured, and all bonds of the party of the first part so purchased shall be forthwith canceled. Fifth. That if, at any time hereafter, the said party of the first part shall, after demand made, make default, or refuse, neglect or omit, for any period exceeding sixty days, to pay the semi-annual interest on the bonds aforesaid, intended to be hereby secured, or any of them, or shall, after demand made, make default, or refuse, neglect or omit, for any period exceeding sixty days, to appropriate and pay, as hereinbefore provided, the annual surplus moneys aforesaid, agreed to be set apart and paid over as a sinking fund as aforesaid, then, and in such case, the whole principal sum of each and all of the said bonds intended to be hereby secured, together with all interest thereon, shall thereupon be¬ come forthwith due and payable. Sixth. That in the event of non-payment of said bonds when due and payable by the tenor thereof, or if any default be made as aforesaid, by the said party of the first part, it shall, upon the written request of holders of said bonds to an amount not less than one hundred thousand dollars, be the duty of the said trustee for the time being, to enter upon and take possession of said railroad, estates and premises hereby mort¬ gaged, or agreed, or intended so to be, and shall and will thereupon work, use, employ, manage and control the said railroad, estates and premises, possession of which may be so taken, and to take, receive and dispose of the rents, revenues, issues, income, proceeds and profits thereof, in the same way and manner as is hereinafter specially provided with reference to the proceeds of a sale of the railroads, estates and premises hereby mortgaged; or after, without entering upon or taking such pos¬ session, shall and will, upon the like written request aforesaid, proceed upon and under this indenture of mortgage, and sell the railroads, estates,. CORPORATE HISTORY. 303 corporate rights and franchises and premises hereby mortgaged, or agreed, or intended so to be, at public sale, in the city of Philadelphia, in the state of Pennsylvania (first giving at least forty days’ notice, by publication, to be made once in each week, of such intended sale, in at least two daily newspapers published in the city of Cincinnati, state of Ohio, and in the city of Philadelphia, in the state of Pennsylvania), and shall and will execute to the purchaser or purchasers a deed for the premises so sold, and, after paying the charges and expenses of this trust, shall and will hold the moneys which may by reason of any such sale come into the hands of the said trustee for the time being, as the same shall be received for payment, in the first place, of the interest due on the said recited bonds, respectively, in full, and in the second place, to the payment and discharge of the principal sums of said recited bonds, to the several holders thereof, in full, if sufficient for that purpose; but if not, then to and among the several holders thereof pro rata, so that no priority shall be given to any bond or bonds which shall have been issued as aforesaid, and intended to be secured by this mortgage; retaining, however, always, such sums as may be sufficient to meet the expenses of this trust,, and to indemnify the said trustee for the time being from any liability, loss or damage by virtue of any lawful act or acts as such trustee; and if any surplus of such moneys shall thereafter remain, then the said trustee for the time being shall and will pay over such balance of the trust funds in his hands, and assign and convey any residue of the trust estate or property, unto the party of the first part, their successors and assigns, for their sole use and benefit. Seventh. That the party of the first part, and their successors, shall and will, from time to time hereafter, upon the demand of said trustee for the time being, grant, convey, confirm, assign, transfer and set over unto the said trustee for the time being, all their estate and interest in and to all real estate and property (not including locomotives and other rolling stock), corporate rights and franchises which they, the said party of the first part, shall hereafter in any way or manner acquire and be¬ come seized or possessed of, or which may be held by third persons for their use (including the said second track hereinbefore referred to), for, or appurtenant to, the said railroads, and shall and will also make, do, seal, execute, deliver and acknowledge, or cause to be made, done, sealed, executed, delivered and acknowledged, all and every such further acts, matters, things, deeds, conveyances and assurance in the law for the better assuring and confirming unto the said trustee for the time being, or his heirs, executors, administrators or assigns, or successors in the trust, all and singular the hereditaments and premises, estates and prop¬ erty hereby conveyed, or intended so to be, or which are hereby cov¬ enanted and agreed to be hereafter conveyed to the said trustee for the time being, as by such trustee may be desired or required for the better effectuating and carrying out the provisions, objects and purposes of this mortgage, all which estates shall be held by the said trustees for the time being, in, under and upon the several and respective trusts, and for the uses and purposes, and subject to the powers and authorities herein mentioned, declared, given and expressed. 304 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Eighth. That in the event of the death, resignation, neglect, refusal or incapacity to act of the trustee herein named, or any successor of the trust, then a majority in amount of value of the holders of said bonds then remaining unpaid, shall have full power and authority to nominate and appoint a new trustee, being a resident of Philadelphia, for the purpose of filling said vacancy and supplying the place of such trustee dying, resigning, neglecting or refusing to act, and the said trustee, so nominated and appointed, shall take upon himself the same trusts, and have the same powers, and be subject to all the stipulations and conditions of this indenture, and which trusts, powers, stipulations and conditions it is hereby agreed and declared, shall extend to and be performed and executed by such newly appointed trustee, as they can or may, or could or might be, by the party originally named herein as party of the second part, and the like nomination and appointment shall and may be made and carried into effect in like manner and as often, from time to time, as there may be occasion therefor, and with the same effect as before mentioned. Ninth. And it is hereby further covenanted and agreed, as aforesaid, and this trust is accepted upon the express condition that the said trustee shall not, nor shall any future trustee, incur any liability or responsibility whatever in consequence of permitting or suffering said party of the first part to retain or be in possession of the railroad, estates and premises hereby mortgaged, or agreed, or intended so to be, or any part thereof, and to use and enjoy the same, nor shall said trustee, or any future trustee, be or become responsible or liable for any destruction, deteriora¬ tion, loss, injury or damage which may be done or occur to the railroad and estates hereby mortgaged, or agreed, or intended so to be, either by said party of the first part, or their agents or servants, or by any other person or persons whatsoever; nor shall any such trustee, present or future, be in any way responsible for the consequences of any breach on the part of the party of the first part of any of the covenants herein contained, nor of any act of said party of the first part, their agents or servants; nor shall the said trustee, present or future, be or become liable or responsible for any other cause, matter or thing, except his own willful and intentional breaches of the trust herein expressed and con¬ tained; and the said party of the first part hereby expressly waives all benefit or advantage of any valuation, appraisement or extension laws in the state of Ohio, now or in the future to be passed, whether the said trustee for the time being shall proceed to sell under the power herein granted to him, or by virtue of judicial proceedings in the courts, state or federal. Provided always, nevertheless, That if the party of the first part, their successors or assigns, shall and do well and truly pay, or cause to be paid, unto the person or persons, bodies politic or corporate, who shall become holders of the bonds intended to be secured hereby, the several and respective sums expressed therein, on the day and time hereinbefore mentioned for payment thereof, together with the lawful interest for the same, according to the provisions of the said recited obligations or bonds, or in accordance with the provisions hereof, without any fraud or further CORPORATE HISTORY. 305 delay, and without any defalcation, then and from thenceforth, as well this present indenture, and the estates and property hereby granted and conveyed, or hereby agreed so to be, as the said recited obligations, shall become void and of no effect, anything hereinbefore contained to the contrary thereof notwithstanding. In witness whereof, the said “ The Steubenville and Indiana Railroad Company ” have caused their corporate seal to be hereunto affixed, attested by their secretary, and have caused these presents to be signed in their behalf by their president; and in testimony of his acceptance of the trust, the said John Edgar Thomson hath hereunto set his hand and seal. Done, interchangeably, the day and year first above written. The Steubenville and Indiana Railroad Company, • By THOS. L. JEWETT, President. Attest: J. G. MORRIS, Secretary. . Signed, sealed and delivered by the said The Steubenville and Indiana Railroad Company in presence of us, GEO. W. McCOOK, J. EDGAR THOMSON, Trustee, [seal] ASHBAL GREEN. Signed and sealed by the said J. Edgar Thomson in presence of us, JOSHUA SPERING, W. J. HOWARD. Rev. Stamps ) to the value of V #775—canceled, j Acknowledged, September 16, 1864, by Thomas L. Jewett, president, before E. M. Hamilton, notary public, at Steubenville, Ohio. Acknowledged, September 19, 1864, by J. Edgar Thomson, before Joshua Spering, commissioner for Ohio in Pennsylvania. Recorded, Franklin county, Ohio, September 23, 1864, in Mortgage Record No. 21, pages 548 to 561, inclusive; Licking county, Ohio, Sep¬ tember 28, 1864, in Record of Mortgages, vol. 13, pages 282 to 292, inclusive. SEAL S. & I. R. R. Co. SATISFACTION OF MORTGAGE. All the bonds secured by this mortgage were redeemed and were de¬ stroyed by John P. Green, appointed a committee for that purpose, in 1890, except bond 68, which had not been presented at that time. The mortgage was satisfied by George B. Roberts, trustee, and release thereof recorded in Franklin county, Ohio, April 20, 1891, and in Licking county, Ohio, April 25, 1891, these being the only counties wherein the mortgage was originally recorded, he being protected by a bond of indemnity against any demand that might be made upon him for this bond and its five coupons and four other coupons which were paid, but which could not be produced at the time of the satisfaction of the mortgage. Bond No. 68 was paid October 30, 1891, and destroyed, together with the last five coupons thereon. 20 306 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. * MORTGAGE. Steubenville and Indiana Railroad Company to the Western Transportation Company. Dated November I, 1867. Securing one bond, dated November 18, 1867, payable January 1, 1880, for $61,000, the amount of purchase money for property in Steuben¬ ville between the Ohio river and the depot in Steubenville. Know all men by these presents, That the Steubenville and Indiana Railroad Company for and in consideration of the sum of one dollar ($1.00) to it in hand paid by the Western Transportation Company, as well as in consideration of the conveyance by George W. McCook, trustee, of the premises hereinafter described, to the Steubenville and Indiana Railroad Company by deed dated the first day of November, 1867, has bargained and sold, and does hereby give, grant, bargain, sell, convey and confirm unto the said the Western Transportation Company, its successors and assigns, all the following premises, situate in the city of Steubenville, county of Jefferson and state of Ohio; that is to say, the northeast quarter of out lot number twelve (12) in Steubenville as marked on the plat of said town, being the same premises conveyed to said McCook by John Andrews, trustee of the Farmers and Mechanics’ Bank of Steubenville, recorded in Record L, No. 2, pages 4 and 5. Also, the lot of land beginning at the west side of a blank alley, 15 feet wide and one hundred and sixty-five (165) feet west of the corner of North and Sixth streets; thence west with the north line of North street two hundred and six (206) feet to Reese’s line; thence with said line north one hundred and seventy-four (174) feet to a blank alley 12 feet wide; thence east two hundred and six (206) feet to the west side of the first named alley; thence south with the west line of said alley one hundred and seventy-four (174) feet to the place of beginning, being the same premises conveyed to said McCook by Robert Sherrard and Sarah Ann, his wife, recorded in Record K, No. 2, pages 554 and 555. Also the following described premises: beginning at a point in the west line of a 15 feet alley in McLaughlin’s 2nd addition to the town of Steubenville 12 feet from the northeast corner of Dremen’s lot; thence north 19° east four hundred and seven and one-half (407^) feet with the west line of said alley to another alley 12 feet in width; thence north 71 0 east two hundred and fifty-one (251) feet to the line of Daniel L. Col¬ lier’s lot; thence south 19 west two hundred and three and a half (203^) feet with said Collier’s line to the corner of Reese’s lot; thence south 71 0 east forty-five (45) feet with the north boundary of Reese’s lot; thence south 19" west two hundred and four (204) feet with east boundary of Reese’s lot; thence south 71 0 east two hundred and six (206) feet parallel to Dremen’s north line, and leaving a 12 feet alley to the beginning; containing two and fifteen one-hundredths (2 T W) acres, more or less, being the same lot of land conveyed to said McCook by William Mc¬ Laughlin and Elizabeth Jane 1 , his wife, and recorded in Record M, No. 2, pages 223 and 224. Also, the premises beginning at the northwest corner of lot formerly CORPORATE HISTORY. 307 owned by Patrick Curran on Logan street; thence west with south line of said street sixty-two (62) feet; thence south at right angle one hun¬ dred and seventy-four (174) feet to a 12 feet alley; thence east with north line of said alley sixty-two (62) feet Curran lot; thence northwardly to the place of beginning: excluding therefrom a strip on the east side of said lot conveyed by said George W. McCook, trustee, to John F. Oliver, being the same premises conveyed to said McCook by the heirs of Charles Porter, deceased, and of record in Jefferson county. Also, a tract of land forty (40) feet in width, extending along the line of the railroad constructed thereon from the west line of the tract herein firstly described to the north line of Logan street, bounded on the east by a line twenty-three (23) feet distant eastwardly from the centre line of the track of said railroad, and on the west by a line seventeen (17) feet distant westwardly from said centre line, which tract of forty (40) feet in width is located partly on the premises secondly, thirdly and fourthly herein described. Also, a tract of land forty feet in width from the north line of Logan street to the south line of Franklin avenue, bounded on the east by a line in prolongation of the east line of the tract lastly hereinbefore de¬ scribed, twenty-three (23) feet eastwardly from the centre line of said railroad track and on the west by a line seventeen (17) feet distant from said centre line. Also, a tract of land beginning at a point in the south line of Franklin avenue, twenty-three (23) feet distant eastwardly from the centre line of the railroad track as originally located and now constructed and in con¬ tinuation of the east line of the tract hereinbefore described; thence north 22 0 east 100 feet; thence north 22°45' east 100 feet; thence north 23 “45' east 100 feet; thence north 31 0 30' east 100 feet; thence north 35 0 30' east 100 feet; thence north 43 0 east 100 feet; thence north 42 0 30' east 100 feet; thence north 40° east 100 feet; thence north 39 0 east 100 feet; thence north 41 0 east 100 feet; thence north 40° east 86 feet; thence south 78° east thirty-five (35) feet; thence north 34 0 east 75 feet; thence north 31 0 west 75 feet; thence north 72 0 west 75 feet; thence south 59 0 30' west 75 feet; thence south 31 0 west 25 feet; thence south 13 0 45’ west 100 feet; thence south 32 0 30' west 100 feet; thence south 36° 45' west 200 feet; thence south 35 0 west 100 feet; thence south 33 0 30' west 100 feet; thence south 32 0 45' west 100 feet; thence south 30° west 100 feet; thence south 26° 45' west 100 feet; thence south 22 0 west 106 feet to a point in the south line of Franklin avenue thirteen (13) feet westwardly from the centre line of said railroad track; thence along the south line of Franklin avenue south 72 0 45' east thirty-six and one-half (36J/2) feet to the place of beginning. And also the railroad constructed upon the premises hereinbefore de¬ scribed, connecting the depot of the Steubenville and Indiana Railroad with the bridge over the Ohio river at Steubenville. To have and to hold the said premises, together with the privileges and appurtenances thereunto belonging unto the said the Western Trans¬ portation Company, its successors and assigns forever. Provided always, and these presents are upon the express condition 308 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. that if the said the Steubenville and Indiana Railroad Company shall pay or cause to be paid to the said the Western Transportation Com¬ pany, its successors and assigns the sum of sixty-one thousand dollars, with interest thereon from the first day of November, A. D. 1867, as follows, that is to say, the sum of sixty-one thousand dollars on the first day of January, A. D. 1880, with the interest thereon annually, but in default of the annual payment of said interest, then the principal shall become due, then these presents and all herein contained shall cease and be void; otherwise to be and remain in full force and virtue in law. In testimony whereof, the said the Steubenville and Indiana Railroad Company hath caused this deed to be executed by its president and hath hereto set its corporate seal, this the first day of November, A. D. 1867. [seal] The Steubenville and Indiana Railroad Company, ( $61.00 j Rev. Stamps, ( canceled. By THOS. L. JEWETT, President. Attest: J. G. MORRIS, Secretary. Signed, sealed and delivered in the presence of us: alex. j. McDowell, E. M. HAMILTON. . Acknowledged by Thomas L. Jewett before E. M. Hamilton, notary public, Jefferson county, November 18, 1867. Recorded, Jefferson county, O., Nov. 26, 1867, vol. 9, page 431. For value received, the Western Transportation Company assigns and transfers this mortgage to the Pennsylvania Railroad Company. 18th November, 1867. THOS. L. JEWETT, President of the Western Transportation Company. For value received, the Pennsylvania Railroad Company assigns and transfers to the Pittsburgh, Cincinnati and St. Louis Railway Company this mortgage. Philadelphia, December 14th, 1871. THOMAS. T. FIRTH, Treasurer Pennsylvania Railroad Company. SATISFACTION OF MORTGAGE. A release of this mortgage was executed by the Pittsburgh, Cincinnati, Chicago and St. Louis Railway Company, January 28, 1898, which was recorded in Jefferson county, Ohio, February 4, 1898, Mortgage Record 41, page 196. BOND SECURED BY FOREGOING MORTGAGE. $61,000. Steubenville, O., November 18, 1867. On the first, day of January, 1880, the Steubenville and Indiana Rail¬ road Company binds itself to pay to the Western Transportation Com¬ pany or its assigns the sum of sixty-one thousand dollars, with interest, from the first day of November, 1867, payable annually on the first day CORPORATE HISTORY. 309 of January of each year hereafter, and in default of payment of any in¬ stalment of interest, the principal sum shall become due and payable. This bond is executed in pursuance of the resolution of the board of directors of the Steubenville and Indiana Railroad Company, and is secured by the mortgage of said company on the property connecting the depot of said company and the bridge over the Ohio river at Steu¬ benville, dated this first day of November, 1867, and recorded in Jefferson county, Ohio, which mortgage bears the proper internal revenue stamp. In testimony whereof, the Steubenville and Indiana Railroad Com¬ pany has caused this bond to be signed by its president and its cor¬ porate seal to be affixed by its secretary this eighteenth day of No¬ vember, 1867. The Steubenville and Indiana Railroad Company, By THOS. L. JEWETT, President. Attest: J. G. MORRIS, Secretary. PITTSBURGH, CINCINNATI AND ST. LOUIS RAILWAY COMPANY . 1 Agreement for Consolidation between the Pan Handle Railway Company, the Holliday’s Cove Railroad Company, and the Steubenville and Indiana Railroad Company, under the Name of the Pittsburgh, Cincinnati and St. Louis Railway Company. A joint agreement for consolidation, by and between the Pan Handle Railway Company, a corporation under the laws of the state of Penn¬ sylvania of the first part; the Holliday’s Cove Railroad Company, a corporation under the laws of West Virginia, of the second part, and the Steubenville and Indiana Railroad Company, a corporation under the laws of the state of Ohio, of the third part; entered into under the corporate seals of the said several corporations, by the directors thereof: Whereas, The said railroad companies, parties hereto, owning and operating their several roads from the point of connection with the Penn¬ sylvania Railroad Company, at or near the northwesterly side of the Washington turnpike road, in South Pittsburgh, Allegheny county, Pennsylvania, to and across the state of West Virginia and the Ohio river, via Steubenville, to Columbus, in Franklin county, in the state of Ohio, and together forming a continuous line of railroad for the passage of cars to and between the said termini; And whereas, The said railroad companies, forming such continuous line of railroad in said adjoining states, are, by the laws thereof, author¬ ized to merge and consolidate their capital stock, franchises and property: Now, this agreement witnesseth, That the parties hereto do, by these presents, but under and subject to the provisions, restrictions, and with the powers in the said laws of the said several states mentioned and contained, merge and consolidate their capital stock, franchises and property, and prescribe the terms and conditions thereof, as follows: First. The name of the consolidated company to be “ The Pittsburgh, 1 See page 30. 310 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Cincinnati and St. Louis Railway Company,” and the principal offices shall be at Steubenville, in Ohio, where the books, vouchers, records, muniments of title, and other documents of the company, shall be kept, and the books, records, and the papers of the several companies, shall, so far as necessary, be deemed and taken as the books and records of the consolidated company. Second. The number of directors shall be thirteen, and they shall be stockholders in one of the companies now consolidated, and for the first time shall be chosen by ballot, by the stockholders of said several com¬ panies, in person or by proxy, each share being entitled to one vote, at an election to be held at Steubenville, on the 20th day of April, A. D. 1868, of which due notice shall be given, and which shall be conducted in the manner prescribed by said meeting of stockholders. Third. And the thirteen persons having the highest number of votes shall be the first directors of the Pittsburgh, Cincinnati and St. Louis Railway Company, and shall hold their office until the first Monday of March, A. D. 1869, and until others are chosen; but at any future elec¬ tion only the stockholders who, by surrender or exchange of their old certificates for the certificates of the company as consolidated, shall be entitled to vote. Fourth. Directors of the said company shall be elected on the first Monday of February, Anno Domini one thousand eight hundred and sixty-nine, and annually thereafter, by the stockholders, at a meeting to be called for that purpose, of which ten days’ notice shall be given by publication, in at least one newspaper published in the city of Phila¬ delphia, Pittsburgh and Steubenville, and they shall enter upon their duties on the first Monday of March following. Fifth. The directors shall nominate and elect from their number a president and vice-president, and shall elect such other officers for said company as may be necessary. Sixth. The number of shares of the capital stock of the Pittsburgh, Cincinnati and St. Louis Railway Company shall be two hundred thou¬ sand, each of the par value of fifty dollars, and of which sixty thousand shares shall be first preferred seven per cent, stock, and one hundred and forty thousand shares shall be common stock. Seventh. The capital stock of the Pan Handle Railway Company shall be converted into the capital stock of the Pittsburgh, Cincinnati and St. Louis Railway Company, as follows, viz.: The first preferred seven per cent, stock, not exceeding twenty thou¬ sand shares, to be converted into a like number of the first preferred seven per cent, stock of the Pittsburgh, Cincinnati and St. Louis Rail¬ way Company, to be exchanged share for share. The common stock, not exceeding twenty thousand shares, to be con¬ verted into ten thousand shares of the common stock of the Pittsburgh, Cincinnati and St. Louis Railway Company, to be exchanged two shares for one share. The residue of the capital stock of the Pan Handle Railway Company shall be and is hereby merged, converted and consolidated into the capital stock of the Pittsburgh, Cincinnati and St. Louis Railway Company; and the said Pan Handle Railway Company shall not be entitled to CORPORATE HISTORY. 311 receive any shares of the capital stock of the Pittsburgh, Cincinnati and St. Louis Railway Company in lieu of or in exchange therefor. The capital stock of the Holliday’s Cove Railroad Company shall be converted, merged and consolidated into the capital stock of the Pitts¬ burgh, Cincinnati and St. Louis Railway Company; and the said Holli¬ day’s Cove Railroad Company, or any stockholder therein, shall not be entitled to receive any shares of the Pittsburgh, Cincinnati and St. Louis Railway Company in lieu of or in exchange therefor. The capital stock of the Steubenville and Indiana Railroad Company shall be converted into the capital stock of the Pittsburgh, Cincinnati and St. Louis Railway Company, as follows: The first preferred seven per cent, stock, not exceeding forty thousand shares, to be converted into a like number of the first preferred seven per cent, stock of the Pittsburgh, Cincinnati and St. Louis Railway Com¬ pany, to be exchanged share for share. The common stock, not exceeding forty thousand shares, to be con¬ verted into forty thousand shares of common stock of the Pittsburgh, Cincinnati and St. Louis Railway Company, to be exchanged share for share. Eighth. The capital stock of each of the companies parties hereto, and hereby merged and consolidated into the capital stock of the Pitts¬ burgh, Cincinnati and St. Louis Railway Company, and not issued under the terms hereof, shall be hereafter issued, from time to time, as may be required. Ninth. The corporate rights and powers of each of the companies parties hereto, merged and consolidated into those of the Pittsburgh, Cincinnati and St. Louis Railway Company, shall, as to the issue of bonds to be secured by mortgage, be limited to ten millions of dollars, bearing interest not exceeding seven per cent., and the directors of the Pittsburgh, Cincinnati and St. Louis Railway Company are hereby authorized to exercise said power within the limit aforesaid; such bonds, when issued, to be for the settlement of the indebtedness of the com¬ panies parties hereto, with such terms and conditions respecting the same as the directors may prescribe, and for other uses and purposes of the Pittsburgh, Cincinnati and St. Louis Railway Company. In witness whereof, The said the directors of the Pan Handle Railway Company have caused the corporate seal of said company to be duly attached, and have attested the same by their signatures, this seventeenth day of March, Anno Domini one thousand eight hundred and sixty-eight. J. EDGAR THOMSON, President. Witness: THOMAS A. SCOTT, HERMAN J. LOMBAERT, THOS. L. JEWETT, EDMUND SMITH, JOSIAH BACON, W. J. HOWARD. { SEAL P. H. Ry. Co. 312 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. In witness whereof, the said the directors of the Holliday’s Cove Railroad Company have caused the corporate seal of said company to be duly attached, and have attested the same by their signatures, this seventeenth day of March, Anno Domini one thousand eight hundred and sixty-eight. THOS. L. JEWETT, President Holliday s Cove Railroad Company. J. EDGAR THOMSON, HERMAN J. LOMBAERT, EDMUND SMITH, G. B. ROBERTS, THOMAS A. SCOTT. In witness whereof, the said the directors of the Steubenville and In¬ diana Railroad Company have caused the corporate seal of said company to be duly attached, and have attested the same by their signatures, this twenty-fourth day of February, Anno Domini one thousand eight hundred and sixty-eight. THOS. L. JEWETT, President. Witness: JAS. MEANS, Director. G. W. ADAMS, JOS. K. JOHNSON, JAMES PARKS, THOS. MEARS, R. H. NUGEN, B. E. SMITH, ^ I, J. G. Morris, secretary of the Steubenville and Indiana Railroad Company, do hereby certify, that at a meeting of the stockholders of said company, duly convened, pursuant to the provisions of the second section of an act entitled, “ An act to authorize the consolidation of rail¬ road companies in the state of Ohio with railroad companies of states adjoining,” passed the tenth day of April, A. D. 1856, the above agree¬ ment of consolidation between the Pan Handle Railway Company, the Holliday’s Cove Railroad Company, and the said the Steubenville and Indiana Railroad Company, being submitted to the said stockholders for their action, in accordance with said act, was adopted by the votes of more than two-thirds of all the stockholders of said company, there being sixty-one thousand and sixty-five votes cast in favor of the adop¬ tion of said agreement, and none against the same. Certified under my hand and seal, this seventh day of May, A. D. 1868. J. G. MORRS6, [seal] Secretary Steubenville and Indiana Railroad Company. SKAL S. & I. R. R. Co. SEAL H. C. R. R. Co. Witness: CORPORATE HISTORY. 313 I, Joseph Lesley, secretary of the Pan Handle Railway Company, do hereby certify, that at a meeting of the stockholders of said company, the foregoing agreement of consolidation was submitted to them for their consideration, and the same was adopted by a unanimous vote of all the stockholders voting at said election, and all of them voting for the approval thereof. Certified under my hand and seal, this seventeenth day of March, A. D. 1868. JOS. LESLEY, [seal] Secretary Pan Handle Railway Company. I, Joseph Lesley, secretary of the Holliday’s Cove Railroad Company, do hereby certify, that at a meeting of the stockholders of said company, the foregoing agreement of consolidation was submitted to them for their consideration, and the same was adopted by a unanimous vote, all of the stockholders voting at said election, and all of them voting for the approval thereof. Certified under my hand and seal, this fourth day of May, A. D. 1868. JOS. LESLEY, [seal] Secretary Holliday’s Cove Railroad Company. Filed in the office of Secretary of State of Ohio, May 11, 1868; Penn¬ sylvania, May 14, 1868; West Virginia, May 14, 1868. An Act to Ratify and Confirm the Consolidation of the Holli¬ day’s Cove Railroad Company with [the] Steubenville and Indiana Railroad Company and the Pan Handle Railroad [way] Company, to be called the Pittsburgh, Cincinnati and St. Louis Railroad [way] Company. Passed July 21, 1868. • Be it enacted by the legislature of West Virginia: 1. That the agree¬ ment of merger and consolidation of the capital stock, corporate rights and franchises of the Holliday’s Cove Railroad Company with the capital stock, corporate rights and franchises of the Steubenville and Indiana Railroad Company, of Ohio, and the Pan Handle Railroad Company, of Pennsylvania, under the name of the Pittsburgh, Cincinnati and St. Louis Railway Company, be and the same is hereby ratified and con¬ firmed, and the said agreement, or a copy thereof, shall be filed in the office of the Secretary of the State, and the several corporations, parties thereto, shall be deemed and taken to be one corporation, possessing, within this state, all the rights, privileges and franchises, and subject to all the restrictions, disabilities and duties of such corporation of this state so consolidated. 2. The said consolidated company shall be subject to all the liabilities, of whatever nature, of each of the companies which are to be merged or consolidated therein: Provided, that the company so consolidated shall not discriminate against the citizens of this state in the shipping of freight or passengers. 314 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. An Act to Exempt the Pan Handle Railway Company from the Second Proviso of the First Section of an Act, Approved March Twenty-fourth, One Thousand Eight Hundred and Sixty-five, entitled “ An Act Supplementary to an Act Regu¬ lating Railroad Companies/’ Approved February Nineteenth, One Thousand Eight Hundred and Forty-nine. Approved March 23, 1868. Section 1. That the second proviso of the first section of the act ap¬ proved March twenty-fourth, one thousand eight hundred and sixty-five, entitled “ An act supplementary to an act regulating railroad companies,” approved February nineteenth, one thousand eight hundred and forty- nine, as follows: “And provided further, that nothing in this act con¬ tained shall be taken to authorize the consolidation of any company or corporation of this commonwealth with that of any other state whose laws shall not also authorize the like consolidation/' shall not apply to the Pan Handle Railway Company, and that said company be and it is hereby exempted from the same. Pennsylvania Laws, 1868, p. 423. DEED. William J. Howard and Wife to the Pittsburgh, Cincinnati and St. Louis Railway Company, Conveying the Franchises and Property of the Pittsburgh and Steubenville Railroad Com¬ pany. Dated March 3, 1876. To all to whom these presents shall come, William J. Howard and Sophia B., his wife, of the city and county of Philadelphia, and com¬ monwealth of Pennsylvania, send greeting: Whereas, Thomas McElrath, trustee in a certain mortgage, executed by the Pittsburgh and Steubenville Railroad Company to him, in trust for the holders of the bonds issued thereunder, did, with others, file a bill in equity in the Supreme Court of Pennsylvania, praying, for reasons therein set forth: First. That the said mortgage, dated the first day of August, one thousand eight hundred and fifty-six, in which the said Thomas McElrath was named as trustee, had the first lien on the premises thereby mort¬ gaged or therein mentioned, and that the holders of the bonds thereby intended to be secured were entitled to the benefit of all the rights and securities thereby given, and that the same might be made and decreed to be effectual and valid and binding upon the said railroad, its tolls, property, income and effects. Second. That the amount due upon the said bonds, principal and interest, intended to be secured by the said mortgage, should, at such time and in such manner as the court might direct, be ascertained and determined. Third. That a decree should be entered, directing the defendant, the Pittsburgh and Steubenville Railroad Company, to pay what should CORPORATE HISTORY. 315 appear to be due upon taking such account by a short day to be named by the court. Fourth. That in default of such payment, it should be decreed that the defendants, and all persons claiming under them, should be absolutely barred and foreclosed of and from all right and equity of redemption in and to the said premises, and that a decree should be entered directing a sale of the whole of the premises mortgaged or intended so to be, at such time and in such manner, by such master or other officer or person, and the purchase money thereof to be paid, or adjusted or settled, as the court might direct, appoint and deem proper. And whereas, The said court, after proceedings thereon, according to the laws of the commonwealth of Pennsylvania, did, after hearing all the parties, enter a decree, on the twenty-ninth day of May, one thousand eight hundred and sixty-seven (1867), authorizing and ordering the said Thomas McElrath to expose to sale, by public vendue or outcry, in the city of Pittsburgh, as one entire lot, “ the railroad, property, estates, premises, appurtenances and franchises conveyed by said mortgage to the said Thomas McElrath named therein, including all the estate, right, title, interest, claim and demand of the said Pittsburgh and Steubenville Railroad Company of and in that portion of the railroad operated and run by said company, through their lessees, in the state of West Vir¬ ginia, between the boundary line of the state of Pennsylvania at the easterly end, and the river Ohio at the westerly end, which passed to him under and by force of the terms and intent of said mortgage; ” And whereas, In pursuance of said decree, said McElrath did, on the sixth day of November, one thousand eight hundred and sixty-seven (1867), expose the railroad, and property and franchises, as therein de¬ scribed, to public sale, and the same was sold on that day to the said William J. Howard, of the city and county of Philadelphia, for the sum of nineteen hundred and sixty thousand dollars ($1,960,000), and which said sale, having been reported to the said court, was finally confirmed, and on the twenty-ninth day of November, one thousand eight hundred and sixty-seven (1867), it was ordered and decreed that said McElrath should execute and deliver a deed, or other good and sufficient assurance of title in the law, of the premises to said purchaser or his assigns; And whereas, The said McElrath did, by his formal deed, duly exe¬ cuted, acknowledged and delivered, and bearing date the seventh day of December, one thousand eight hundred and sixty-seven (1867), convey to the said William J. Howard, his heirs, executors, administrators or assigns, “ the whole of the railroad, together with the lands, depots, depot grounds and buildings, situate between and at the termini of the railway of the Pittsburgh and Steubenville Railroad Company, at the city of Pittsburgh and the boundary line of the state of West Virginia, in the counties of Allegheny and Washington, in the state of Pennsyl¬ vania, and also all the property and franchises, and all the tolls, issues, income and profits of the said company derivable from the use of or travel on their said road, or any part thereof; and also all the cars, engines, locomotives, tenders, horses, and other things used in the busi¬ ness or management of the said railroad; and also all the estate, right, 316 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. title, interest, claim or demand of the said company of and in that portion of the railroad operated and run by said company, through their lessees, in the state of West Virginia, between the boundary line of the state of Pennsylvania at the easterly end, and the river Ohio at the westerly end, which passed to the said Thomas McElrath under and by force of the terms and intent of the said mortgage; and generally all the lands, rights of way, railways, rails, bridges, culverts, trestle works, buildings, structures, machinery, stations, depots, depot grounds, heredita¬ ments and appurtenances, personal estate of every kind and description, corporate rights and franchises, granted, assigned and conveyed by the said mortgage or intended so to be,” as in and by reference to the said recited proceedings, remaining of record in the Supreme Court of Penn¬ sylvania, Western District, No. 42, of November term, 1865, and in the Eastern District, No. 49, of January term, 1866, and to said deed, as entered and recorded in the office of the prothonotary of said court, in and for the Eastern District, Deed Book, J. R. S., No. 1, pp. 213-235, will more fully and at large appear; And whereas, Said William J. Howard, in becoming such purchaser of the said railroad, property and franchises, was the representative of cer¬ tain parties and persons, who, with his knowledge and assent, afterwards, to wit, on the twenty-eighth day of December, one thousand eight hun¬ dred and sixty-seven (1867), in pursuance of the act of Assembly of the commonwealth of Pennsylvania in such case made and provided, organ¬ ized a new corporation under the name of “ The Pan Handle Railway Company; ” And whereas, All the moneys, bonds and coupons paid and delivered by said William J. Howard for and on account of said purchase, were the moneys, bonds and coupons of the said parties and persons above refer¬ red to, and which moneys, bonds and coupons were represented by and returned to them in full in shares of the capital stock of the said Pan Handle Railway Company, and he held the title thus vested in him in trust for said Pan Handle Railway Company, its successors and assigns; And whereas, The said Pan Handle Railway Company did, on the fourth day of March, one thousand eight hundred and sixty-eight (1868), enter into an agreement with the Holliday’s Cove Railroad Company, a corporation of the state of West Virginia, and the Steubenville and Indiana Railroad Company, a corporation of the state of Ohio, by the terms of which the said several companies did merge and consolidate their capital stock, franchises and property, under the laws of the respec¬ tive states, into one corporation, under the name and style of “ The Pittsburgh, Cincinnati and St. Louis Railway Company,” whereby said last named company became entitled to all the rights, property and fran¬ chises of the said Pan Handle Railway Company, and among other things to a conveyance of the title so held in trust by said William J. Howard: Now, therefore, know ye, That for the purpose of completing the chain of title to the property aforesaid, and in consideration of the premises, and of the sum of one dollar, to us in hand paid by the said Pittsburgh, Cincinnati and St. Louis Railway Company, the receipt whereof is CORPORATE HISTORY. 317 hereby acknowledged, and in consideration of the covenant and agree¬ ment of indemnity on the part of the said Pittsburgh, Cincinnati and St. Louis Railway Company, as hereinafter set forth, we, the said William J. Howard and Sophia B., his wife, do hereby grant, bargain, sell, alien, enfeoff, release and forever quit claim unto the Pittsburgh, Cincinnati and St. Louis Railway Company, all the estate, right, title and interest whatsoever, of, in and to the railroad property, rights and franchises so purchased as aforesaid, and as hereinbefore described and referred to, which passed to the said William J. Howard under and by virtue of the decree of said Supreme Court, and of the said sale, and the said deed from Thomas McElrath, dated the seventh day of December, one thou¬ sand eight hundred and sixty-seven (1867), above referred to, and by each of them: To have and to hold the said railroad and property, rights and fran¬ chises, extending from the point of connection with the railroad of the Pennsylvania Railroad Company, known as the Steubenville extension thereof, at or near the Washington turnpike, nearly opposite the Monon- gahela bridge, in the borough of South Pittsburgh (now in the city of Pittsburgh), and commonwealth of Pennsylvania, to a point on or near the easterly bank of the Ohio river, opposite to the town of Steubenville, in the state of Ohio, unto the Pittsburgh, Cincinnati and St. Louis Rail¬ way Company, its successors and assigns, forever. And we, the said William J. Howard and Sophia B., his wife, have made and executed, and do make and execute, this present grant and conveyance, upon and under and subject to the condition, that the said Pittsburgh, Cincinnati and St. Louis Railway Company, in accepting the same, do covenant and agree to, and shall and will indemnify and save harmless and defend the said William J. Howard, his heirs, exe¬ cutors and administrators, from time to time and at all times hereafter, from and against all loss, damage, suits, costs, claims, liabilities and demands, of whatsoever kind, which he could, may or might in any way or manner suffer, incur, sustain or be responsible for, for or by reason of or in connection with his said purchase of the said railroad, property, rights and franchises. And the said William J. Howard hereby covenants with the said Pitts¬ burgh, Cincinnati and St. Louis Railway Company, its successors and assigns, that the said property hereby conveyed is unencumbered by any act of his. In witness whereof, the said William J. Howard and Sophia B., his wife, have hereunto set their hands and seals, this third day of March, 1876. WILLIAM J. HOWARD, [seal] SOPHIA B. HOWARD. [seal] Sealed and delivered in the presence of J. M. HOWARD, HENRY C. SPACKMAN. Acknowledged by W. J. Howard and wife, March 3, 1876, before Henry C. Spackman, notary public in and for the city and county of Philadelphia, Pa. 3 1 8 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Recorded, Allegheny county, Pa., September 22, 1876, Deed Book 360, page 117; Washington county, November 9, 1877, Deed Book I, volume 5, page 72. FIRST MORTGAGE. Pittsburgh, Cincinnati and St. Louis Railway Company to J. Edgar Thomson and George W. McCook, Trustees. Dated May 5, 1868. Securing $10,000,000 of bonds of $1000 each, dated August 1, 1868, payable August 1, 1900, bearing 7 per cent, interest. This indenture, made and concluded this the fifth day of May, in the year of our Lord one thousand eight hundred and sixty-eight, by and between the Pittsburgh, Cincinnati and St. Louis Railway Company, formed by consolidation of the Pan Handle Railway Company, the Holliday’s Cove Railroad Company, and the Steubenville and Indiana Railroad Company, party of the first part, and John Edgar Thomson, of Philadelphia, in the commonwealth of Pennsylvania, and George W. McCook, of Steubenville, in the state of Ohio, as trustees, parties of the second part: Witnesseth, That the party of the first part, in pursuance of the articles of consolidation, under which the several railroads constituting the line of said company became one continuous railway, and the several cor¬ porations theretofore existing became one corporation, and particularly o f the ninth clause of said agreement, which is in the words following: “ Ninth. The corporate rights of each of the companies parties hereto, merged and consolidated into those of the Pittsburgh, Cincinnati and St. Louis Railway Company, shall, as to the issue of bonds to be secured by mortgage, be limited to ten millions of dollars, bearing interest not exceeding seven per cent., and the directors of the Pittsburgh, Cincinnati and St. Louis Railway Company are hereby authorized to exercise said power within the limit aforesaid; such bonds, when issued, to be for the settlement of the indebtedness of the companies [parties] hereto, with such terms and conditions respecting the same as the directors may pre¬ scribe, and for other uses and purposes of the Pittsburgh, Cincinnati and St. Louis Railway Company.” And by authority of the laws of the several states through which said railway passes, and of the proceedings of the stockholders of said com¬ pany, and of the resolutions of the board of directors, of the party of the first part, in execution of said agreement of consolidation, and of all other authority, howsoever existing, and for and in consideration of the sum of one dollar, to said company in hand paid by the parties of the second part, and for the purpose of securing the payment, principal and interest, of the bonds, to be issued as aforesaid, and hereby secured, have bargained and sold, and do hereby give, grant, bargain, sell, convey and confirm, unto the said parties of the second part, the survivor of them, and to their successors, and their and each of their heirs, and their and each of their assigns, in execution of any of the powers hereby granted CORPORATE HISTORY. 319 and conferred, the following premises, estates, property, rights and fran¬ chises, that is to say: The railroad of the party of the first part, beginning in South Pitts¬ burgh, in the county of Allegheny, in Pennsylvania, on the west side of the Washington turnpike, at the west end of the “ Steubenville extension ” .of the Pennsylvania Railroad, and connecting therewith, and extending through the counties of Allegheny and Washington, in Pennsylvania, to the state line between the states of Pennsylvania and West Virginia, for¬ merly the property of the Pan Handle Railway Company, and connecting therewith the railroad in West Virginia, from the state line aforesaid, through the counties of Brooke and Hancock, to the Ohio river, and including the bridge and railroad thereupon constructed of the Holliday’s Cove Railroad Company, and by means of which the said road extends across said river into the state of Ohio; but subject, as to said bridge and railroad thereupon constructed, to the lease thereof by said last named company to George W. McCook, lessee, dated the twenty-third day of January, A. D. 1863, acknowledged before James McCahen, an alderman of the city of Philadelphia, and duly recorded in Brooke county, Vir¬ ginia, and Jefferson county, Ohio; and also to the assignment of said lease, made by said McCook, as such lessee, to John Edgar Thomson, trustee, dated the 24th day of December, A. D. 1866, and recorded in Brooke county, West Virginia, and also in Jefferson county, Ohio, in Lease Record No. 2, pages 81 and 82. Also, the railroad connecting therewith from the west abutment of the said railroad bridge over the Ohio river, at Steubenville, in Jefferson county, Ohio, to Newark, in Licking county, Ohio, including the branch railroad from Cadiz Junction to Cadiz, in Harrison county, formerly the property of the Steubenville and Indiana Railroad Company. Also, the undivided half of the Central Ohio Railroad, from the con¬ nection of the last described line in Newark, to and into the city of Columbus, in Ohio, particularly described in the deed thereof, from the Central Ohio Railroad Company to the Steubenville and Indiana Rail¬ road Company, made under the order and with the approval of the Cir¬ cuit Court of the United States, sitting in the Southern District in Ohio, which said several railroads, now consolidated into one, form a con¬ tinuous line of railroad from Pittsburgh, in Pennsylvania, to Columbus, in Ohio: Together with all the branches, additions, sidings and turnouts thereof, now owned or that may hereafter be acquired, and all lands, rails, bridges, wharves, fences, rights of way, workshops, machinery, stations, offices, depots, depot grounds, engine houses, tracks, and all lands, tenements and hereditaments whatsoever, of the party of the first part, now owned or that may hereafter be acquired, which are now, or may, at any time hereafter, be used for the purpose of operating the said railroad, or for the business thereof, between South Pittsburgh and Columbus aforesaid; and together with all the rolling stock, materials and furniture of the party of the first part, now owned or that may hereafter be acquired, as appurtenant to, and in or for use upon, or for the business of the aforesaid railroad; and together with all the corporate rights, privileges 320 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. • and franchises of said party of the first part, now owned or that may hereafter be acquired, connected with or relating to the said railroad, between South Pittsburgh and Columbus aforesaid; and together with all the streets, ways, alleys, passages, waters, water courses, easements, rights, liberties, privileges, hereditaments and appurtenances whatsoever, and estates belonging or appertaining, or to belong or appertain, and the reversions and remainders, rents, issues and profits thereof. And all the estate, right, title, interest, property, claim and demand, of every nature and kind whatsoever, of the said party of the first part, now owned and that may hereafter be acquired, as well at law as in equity, of, in and to the same, and every part and parcel thereof: To have and to hold the same, with the privileges and appurtenances, unto the parties of the second part, as trustees for the persons who may become the holders of the bonds hereinafter described, and to the sur¬ vivor of them, and to their successors or successor, who, in the event of death, disability, declination or removal, may be appointed to succeed them in preserving the trust for the beneficiaries thereof, and their and each of their heirs, and the assigns of them and each of them, in execu¬ tion of any of the powers hereby granted, and trusts hereby established, forever. And the party of the first part, for itself, its successors and assigns, hereby covenants with the parties of the second part, the survivor of them, their and each of their successors, and their and each of their heirs and assigns, that the party of the first part is lawfully seized of the estate, premises, property and franchises herein described, and hereby under¬ taken to be conveyed, and has good right and lawful authority to execute this conveyance and mortgage, and that it will warrant and defend the same unto the parties of the second part, the survivor of them, and his and their successor and successors, and each of their heirs and assigns, forever, against all lawful claims and demands whatsoever; and the said party of the first part also covenants with the parties of the second part, as aforesaid, that it will, at any time in the future, and from time to time, as demanded, execute any further assurance or assurances in succession, which may be necessary, or may be advised by counsel, to said trustees, or any successor or successors, as well of the premises herein conveyed as of any after acquired property, appurtenant to said railroad, between South Pittsburgh and Columbus, as aforesaid. But this deed is upon trust, and is subject to defeasance upon conditions as follows, that is to say: The said the party of the first part has ordered to be issued and dis¬ posed of, for the purpose of retiring the bonds issued by the Pan Handle Railway Company, the Holliday’s Cove Railroad Company, and the Steu¬ benville and Indiana Railroad Company, the several corporations here¬ tofore existing, and now consolidated into the Pittsburgh, Cincinnati and St. Louis Railway Company, party of the first part, and for the other purposes of said party of the first part, in pursuance of said agreement of consolidation, bonds of said company, for ten millions of dollars, each bond for the sum of one thousand dollars, and numbered from one to ten thousand, inclusive, each dated on the first day of August, A. D. 1868, CORPORATE HISTORY. 321 bearing interest at the rate of seven per centum per annum, payable semi¬ annually, on the first days of February and August, A. D. 1869, and on the first days of February and August in each year hereafter, at the office of the Pennsylvania Railroad Company, in the city of Philadelphia, according to the coupons annexed to said bonds, and the principal payable to John Edgar Thomson and George W. McCook, or bearer, on the first day of August, in the year of our Lord nineteen hundred. Each bond bearing a certificate signed by the trustees herein, and they are on an equality as to lien and security, without regard to date of issue by the company. Now, if said company shall promptly pay the principal of said bonds at maturity, and in the meantime shall pay the interest thereof, as the same becomes due semi-annually, and shall pay all lawful taxes, so as to pre¬ vent the estate hereby granted and pledged from peril of sale or forfeiture for non-payment of taxes, then these presents shall become void and of no effect, and the estate hereby granted shall determine, but otherwise to remain in full force and virtue in law. And for more full and distinct expressions of the trusts hereby created, and in definition of the obligations imposed upon said trustees, it is hereby declared, agreed and covenanted, by and between the parties hereto, the said party of the first part covenanting as well for itself as its successors and assigns, and the parties of the second part covenanting as well for themselves as their successor or successors in said trust, in manner following, that is to say: First. That inasmuch as exchange of the bonds heretofore issued by the several companies now consolidated, or purchases thereof, for the purpose of retiring the same, cannot be effected at one time, it is ex¬ pressly agreed and understood that the said bonds, when exchanged for or purchased with the proceeds of bonds issued under this mortgage, shall not be canceled or extinguished until all of the same are so ex¬ changed or purchased, without the consent and approval of the trustees herein, for the time being, expressed in writing, but said trustees shall be entitled to retain the same for the protection of the holders of the bonds under this mortgage, as fully and effectually, in law and equity, as the parties who exchanged or sold said bonds could have held the same previously to the exchange or sale thereof; and said trustees, as the holders of said bonds, shall have the same right to resort to the remedies and securities provided for their protection and payment by the companies issuing the same, as the holders of similar bonds may or could have, who decline or refuse to sell or exchange the same. And the exchange and purchase of said bonds is commenced in faith and reliance in this provision for the purpose of securing equality between the holders of the bonds issued as aforesaid. Second. That if the party of the first part hereto, its successors and assigns, shall, at any time hereafter, after demand made, make default, or refuse, neglect or omit, for any period exceeding six months, to pay the semi-annual interest on the bonds intended to be hereby secured, or any of them; or shall, after demand made, make default, or refuse, neglect or omit, for any period exceeding six months, to pay the principal sum of each and all of the said bonds intended to be hereby secured, or any of them, when, and as the same become due and payable, then, and in either 21 322 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. such case, the said trustees or trustee, for the time being, shall and will, upon the written request of holders of one-fourth in amount of the said bonds then outstanding, enter upon and take possession of the railroad, estates, real and personal, and premises hereby mortgaged, or agreed or intended so to be, and shall and will, thereupon, operate, use, manage and control the said railroad, estates, real and personal, and premises, possession of which may be so taken, to the best advantage, and appro¬ priate the net income and proceeds derived therefrom (after deducting the expenses of this trust, and such sum or sums as may be sufficient to indemnify the trustees or trustee, for the time being, against any liability, loss or damage, for or on account of any matter or thing done, by them or him, in good faith, in pursuance of their or his duty as trustees or trustee) to the payment in full, without giving preference, priority or distinction to one bond over another; firstly, of the interest due on, and secondly, of the principal of all of the aforesaid bonds then outstanding and intended to be hereby secured, in full, if the said income and pro¬ ceeds be sufficient; but if not, then pro rata; or the said trustees or trustee shall and will, after or without entering upon or taking such possession, upon the written request of holders of a like amount of said bonds then outstanding, proceed to sell the railroad, estates, real and personal, corporate rights and franchises, and premises hereby mort¬ gaged, or agreed or intended so to be, to the highest and best bidder, at public sale, in the town of Steubenville, Ohio (first giving at least three months’ notice of such intended sale, by publication, to be made in at least one daily newspaper published in each of the said cities of Philadelphia, Pittsburgh and Steubenville), and grant and convey the same to the purchaser or purchasers, freed from all and every the trusts hereby created, and without liability to see to the application of the pur¬ chase money, and shall and will appropriate the purchase money, after deductions made for expenses of the trust, and indemnity to the trustees or trustee, as aforesaid, to the payment, as aforesaid, firstly, of the in¬ terest due on, and secondly, of the principal of the said outstanding bonds in full, if said purchase money be sufficient; but if not, then pro rata; and in the event of there being in the hands of the said trustees or trustee, any portion of the trust estate, or the proceeds thereof, after the payment in full of the principal and interest of the aforesaid bonds, then the said trustees or trustee shall reconvey, retransfer, or pay over the same to the party of the first part, its successors and assigns, for its sole use and benefit. It being distinctly understood and agreed, that in the event of any such entry upon, or taking possession of, the railroads, estates, real and per¬ sonal, and premises hereby mortgaged, or agreed or intended so to be, or in the event of any sale thereof by the said trustees or trustee for the time being, as hereinbefore mentioned, then, and in either such case, the whole principal sum of each and all of the said bonds then outstanding, and intended to be hereby secured, shall forthwith become due and pay¬ able. Third. That it shall and may be lawful for the said party of the first part, their successors or assigns, by and with the consent and approval, in writing, of the said trustees or trustee for the time being, at any time CORPORATE HISTORY. 323 or times hereafter, to exchange for other property, or to sell any part of the hereby mortgaged estates and premises not needed or required for the purpose of the operation and uses of the said railroad, free and clear from the lien or incumbrance of these presents, and to convey the same without liability on the part of the grantee for the disposition made of the price paid, or property received in exchange; provided, however, that the proceeds of any sale so made, shall, at the option of said party of the first part, be invested by them, either in the improvement of any remain¬ ing part of the mortgaged premises, or in the purchase, by said party of the first part, of other property, real or personal, which property, so purchased, as also any that may be acquired in exchange, as aforesaid, by the party of the first part, shall be subject to all the trusts hereby declared (including that of sale and exchange) of the property in this indenture described, and shall be conveyed in mortgage by the party of the first part, to the said trustees or trustee for the time being, to be so held; or in the purchase of bonds hereby secured, which bonds, so pur¬ chased, shall be forthwith canceled and delivered to the parties of the second part. Fourth. That in the event of the death, resignation, neglect, refusal, or incapacity to act, of the trustees herein named, or either of them, or any successors or successor in the trust, then the party of the first part hereto, shall have full power and authority to nominate and appoint new trustees or trustee, for the purpose of filling the vacancies so caused, and supplying the place of such trustees or trustee so dying, resigning, neglect¬ ing, refusing, or becoming incapable to act; and the said trustees or trustee so nominated and appointed, shall take upon themselves or him¬ self the same trusts, and have the same powers, and be subject to all the stipulations and conditions of this indenture; and which trusts, powers, stipulations and conditions it is hereby agreed and declared, shall extend to and be performed and executed by such newly appointed trustees or trustee, as they can, or may, or could, or might be, by the parties named herein as parties of the second part; and the like nomination and appoint¬ ment shall and may be made and carried into effect in like manner, and as often, from time to time, as there may be occasion therefor, and with the same effect as before mentioned. Fifth. And it is hereby further covenanted and agreed, as aforsaid, and this trust is accepted upon the express conditions, that said trustees shall not, nor shall any future trustees or trustee, incur any liability of responsibility whatever, in consequence of permitting or suffering said party of the first part to retain or be in possession of the railroads, es¬ tates and premises hereby mortgaged, or agreed or intended so to be, or any part thereof, and to use and enjoy the same, nor shall said trus¬ tees, or any future trustees or trustee, be or become responsible or liable for any destruction, deterioration, determination, loss, injury or damage, which may be done or occur to the railroads and estates hereby mort¬ gaged, or agreed or intended so to be, either by said party of the first part, or its agents or servants, or by any other person or persons whom¬ soever; nor shall any other trustees or trustee, present or future, be in any way responsible for the consequences of any breach on the part of the party of the first part, of any of the covenants herein contained, nor 324 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. of any act of said party of the first part, its agents or servants, nor shall the said trustees or trustee, present or future, become liable or respon¬ sible for any cause, matter or thing, except their or his own willful and intentional breaches of the trust herein expressed and contained. In testimony whereof, the said the Pittsburgh, Cincinnati and St. Louis Railway Company has caused these presents to be signed by its president, and hath hereto affixed its corporate seal, attested by the sec¬ retary of said company, this the day and year first above written. By THOS. L. JEWETT, President. Attest: J. G. MORRIS, Secretary. Signed, sealed and delivered in our presence: A. J. McDOWELL. M. C. SPENCER. Acknowledged by Thos. L. Jewett, president, before E. M. Hamilton, notary public in and for Jefferson county, Ohio, May 11, 1868. Each bond hereby secured, chargeable as issued, with one dollar stamp. No other stamp duty required. KENT JARVIS, [seal] Collector, 17th District, Ohio. We do hereby accept the foregoing trust. In witness whereof, we have hereunto set our hands and seals, this the nineteenth day of May, in the year of our Lord one thousand eight hundred and sixty-eight (1868). J. EDGAR THOMSON, [seal] Witnesses present: GEO W. McCOOK. [seal] HENRY C. SPACEMAN, G. B. ROBERTS. Recorded in the state of Pennsylvania, Allegheny county, book 81, page 488, June 3, 1868; Washington county, book 3, page 422, June 19, 1868: state of West Virginia, Brooke county, book 21, page 175, May 26, 1868; Hancock county, book B, page 210, June 2, 1868; state of Ohio, Jefferson county, book 9, page 598, May 25, 1868; Harrison county, book D, page 119, June 4, 1868; Tuscarawas county, book 10, page 196, June 18, 1868; Licking county, book 17, page 362, June 2, 1868; Coshocton county, book 7, page 284, July 2, 1868; Muskingum county, book 32, page 114, July 22, 1868; Franklin county, book 29, page 401, June 12, 1868. FORM OF COUPON BOND SECURED BY THE FOREGOING MORTGAGE. No. -. United States of America. Secured by mortgage loan of $10,000,000 $1000. Seven per cent. bond. $1000. $1000. The Pittsburgh, Cincinnati and St. Louis Railway Company. Know all men by these presents, that the Pittsburgh, Cincinnati and St. Louis Railway Company acknowledges itself to be indebted, for { SEAL P.,C.&St. L. Ry. Co. CORPORATE HISTORY. 325 value received, in the sum of one thousand dollars, lawful money of the United States, to John Edgar Thomson and George W. McCook, trustees, or bearer, which sum the said company binds itself to pay to said trus¬ tees or bearer, at the office of the Pensylvania Railroad Company, in the city of Philadelphia, on the first day of August, in the year of our Lord 1900; and also interest thereon at the rate of seven per centum per annum, semi-annually, on the first days of February and August in the year 1869, and on the same days in each and every year ensuing on the presentation of the proper coupon at the office of the Pennsylvania Rail¬ road Company in the city of Philadelphia, until the principal sum shall become due and be paid. This bond is issued upon the security of a mortgage upon the railroad of said company, its property, franchises, privileges and appurtenances from the south side of the Monongahela river, opposite the city of Pitts¬ burgh, in Pennsylvania, to the city of Columbus, in Ohio, as specified particularly in said mortgage bearing date the fifth day of May, A. D. 1868. Witness the corporate seal of said company and the signatures of the president and secretary at Steubenville, Ohio, this first day of August, A. D. 1868. -, President. -, Secretary. trustees’ certificate. This is one of ten thousand bonds, of like tenor and amount, issued by the Pittsburgh, Cincinnati and St. Louis Railway Company, and is pro¬ tected by a mortgage, duly executed by said company to John Edgar Thomson and George W. McCook, trustees, and delivered to us and recorded. Trustees. COUPONS ANNEXED TO BOND. $35. Warrant for thirty-five dollars. $35. Being half-yearly interest on bond No. - of the Pittsburgh, Cin¬ cinnati and St. Louis Railway Company, payable at the office of the Pennsylvania Railroad Company in Philadelphia. -, Secretary. FORM OF REGISTERED BOND. LTiited States of America. Registered Bond No.-. . $1000 Exchanged for Coupon Bond No. -. States of Pennsylvania, West Virginia and Ohio. Registered bond. The Pittsburgh, Cincinnati and St. Louis Railway Company. * Know all men by these presents, That the Pittsburgh, Cincinnati and St. Louis Railway Company acknowledges itself to be indebted, for value received, in the sum of one thousand dollars, lawful money of the 326 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. United States, to the registered holder hereof, which sum the said com¬ pany binds itself to pay to the order of the said registered owner hereof, or to the legal representative of such registered owner, at the office of the Pennsylvania Railroad Company in the city of Philadelphia, on the first day of August, in the year of our Lord nineteen hundred, with interest thereon at the rate of seven per centum per annum, payable at the said office, semi-annually, on the first day of February and of August in each year, to the registered owner hereof, as shown on the books of the said Pittsburgh, Cincinnati and St. Louis Railway Company. This bond is issued in lieu of and in exchange for coupon bond No. -, which has been taken up and cancelled in pursuance of the resolution of the board of directors authorizing such exchange, and the legal holder hereof is entitled to all the security, liens, protection and rights under or arising from the mortgage upon the railway property, franchises, rights and privileges of the said Pittsburgh, Cincinnati and St. Louis Railway Company, executed to John Edgar Thomson and George W. McCook, trustees, bearing date the fifth (5th) day of May, A. D. eighteen hundred and sixty-eight, delivered to them and duly recorded in said several states in which George B. Roberts and John D. Taylor have, by appropriate action on the part of said company, in pur¬ suance of the terms of said mortgage, been substituted as trustees in place of John Edgar Thomson and George W. McCook, deceased. This bond shall pass only by transfer in legal form on the books of said company, kept for that purpose at the office of the Pennsylvania Railroad Company in Philadelphia, and such transfer shall be made by the last registered owner in person or by attorney, duly constituted and shall be endorsed hereon. This bond shall not be valid until the certificate of cancellation and exchange endorsed hereon is signed by the trustees. In witness whereof the said company has caused these presents to be sealed with its cor¬ porate seal and the same to be signed by its president and secretary, this day of , A. D., eighteen hundred and -, President. Attest:-, Secretary. (On back of bond.) Pittsburgh, Cincinnati and St. Louis Railway Company. $1000. $1000. Registered bond No. -, issued in exchange for coupon bond No. -. Secured by mortgage dated May 5, 1868; due August 1, 1900, interest payable February 1st and August 1st. Coupon bond No. - of the Pittsburgh, Cincinnati and St. Louis Railway Company, secured by mortgage dated May 5th, 1868, with all coupons for interest thereon falling due on the first day of A. D. 18—, and thereafter, has been presented to us fully cancelled, and thereupon we certify this registered bond as issued in lieu of and ex¬ change for said cancelled bond and coupon. Trustees. CORPORATE HISTORY. 327 SECOND MORTGAGE. Pittsburgh, Cincinnati and St. Louis Railway Company 10 Josiaii Bacon and Albert Hewson, Trustees. Dated April 1, 1873. Securing $5,000,000 of bonds of $1000 each, dated April 1, 1873, payable April 1, 1913, bearing 7 per cent, interest. This indenture, made the first day of April, Anno Domini one thou¬ sand eight hundred and seventy-three (1873), between the Pittsburgh, Cincinnati and St. Louis Railway Company, a corporation formed by the consolidation of the Pan Handle Railway Company, the Holliday’s Cove Railroad Company, and the Steubenville and Indiana Railroad Company, party of the first part, and Josiah Bacon and Albert Hewson, of the city of Philadelphia, and state of Pennsylvania, as trustees, parties of the second part: Whereas, The party of the first part, in pursuance of articles of con¬ solidation, duly made and executed between the several companies afore¬ said, became one corporation, and the several railroads constituting the line of said company became one continuous railway; And whereas, In pursuance of the authority conferred upon said com¬ pany by the laws of the several states through which said railway passes, the stockholders of the said Pittsburgh, Cincinnati and St. Louis Railway Company, at a general meeting of the same, held in the city of Steuben¬ ville, state of Ohio, on the eighteenth day of March, Anno Domini one thousand eight hundred and seventy-three, adopted the following pre¬ amble and resolutions: Whereas, It being made to appear to this meeting of stockholders, from the report of the board of directors, this day read, that there is. a large unadjusted floating debt outstanding, for which this company is liable, and it being made to appear, also, from the report of said board of directors, that this company has no available assets out of which said indebtedness can be paid, or otherwise satisfied, in view of which, and the additional facilities needed, from time to time, for the increasing business of the road, said board of directors recommend the placing upon the property of this company of a second mortgage, to secure the pay¬ ment of five millions of dollars ($5,000,000), to be represented by bonds bearing interest at the rate of seven (7) per centum per annum, payable semi-annually, and maturing forty (40) years after date, and payable at such place as the board may determine. Resolved, That the board of directors are hereby authorized to make and execute such mortgage and bonds, and use the same in the mode and manner as may be designated in the resolutions of said board, for the purpose of adjusting the floating indebtedness of the company, and pro¬ viding additional equipment, and other facilities needed, from time to time, for the increasing business of the company. And whereas, At a meeting of the board of directors of the said Pitts¬ burgh, Cincinnati and St. Louis Railway Company, held on the day of , Anno Domini one thousand eight hundred and seventy-three, it was resolved as follows: 328 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. First. That in pursuance of the authority conferred by the resolutions of the stockholders, under date of the eighteenth day of March, one thousand eight hundred and seventy-three, and of all other authority them in that behalf enabling, this company does now make and execute its coupon bonds for the sum of five millions of dollars, in sums of one thousand dollars each, payable to W. H. Barnes, or bearer, to be dated the first day of April, one thousand eight hundred and seventy-three, maturing forty years after date, and bearing interest at the rate of seven per centum per annum, payable semi-annually; the principal and interest of said bonds to be payable, free of taxes, at the office of the Pennsylvania Railroad Company, in the city of Philadelphia. Second. That to secure the payment of the said bonds this company do make, execute and deliver to Josiah Bacon and Albert Hewson, of the city of Philadelphia, as mortgagees in trust, a mortgage of the rail¬ ways, real and personal estate, and corporate franchises of the company; subject, however, to the prior lien of the mortgage made and executed to secure the bonds of the company heretofore issued, to the amount of ten millions of dollars. Third. That the following certificate be placed upon each of said bonds: “ This bond is one of a series of five thousand bonds, Nos. 1 to 5000, of like tenor and date, secured by the mortgage herein referred to, duly executed, recorded and delivered by said company, under date, April 1* 1873, to the trustees therein named, Trustees, And whereas, In pursuance of the authority hereinbefore recited, and of all and every legal power in them vested, the said company, party of the first part, propose forthwith to make and execute its bonds, for the sum of five millions of dollars, that is to say, five thousand bonds, to be numbered, consecutively, from one to five thousand, inclusive, each bond to be for the sum of one thousand dollars, payable to W. H. Barnes, of the city of Pittsburgh, or bearer, with coupons for interest attached, to be dated on the first day of April, Anno Domini one thousand eight hun¬ dred and seventy-three, and be made payable on the first day of April, Anno Domini one thousand nine hundred and thirteen, and to bear in¬ terest at the rate of seven per centum per annum, payable semi-annually, on the first days of April and October, in each year, on the delivery of the coupons therefor; the principal and interest of said bonds to be pay¬ able at the office of the Pennsylvania Railroad Company, in the city of Philadelphia, free of all taxes; And whereas, The said party of the first propose to make, execute and deliver to the said Josiah Bacon and Albert Hewson, as mortgagees in trust, a mortgage of the railways, real and personal estate, and corporate franchises of the said party of the first part, as hereinafter mentioned, for the purpose of securing the payment of the bonds aforesaid, which bonds are to be in the following form: CORPORATE HISTORY. 329 United States of America. States of Pennsylvania, West Virginia and Ohio. Coat oCArms | Pittsburgh, Cincinnati and St. Louis Pennsylvania, f Railway Company. No. Coat of Arms of Ohio. Seven per cent., clear of taxes. Loan of five millions of dollars. Secured by jecond mortgage. I .Coat of Arms 1 \ of . [ ( West Virginia. ) $IOOO. Know all men by these presents, That the Pittsburgh, Cincinnati and St. Louis Railway Company is indebted to W. H. Barnes, or bearer, in the sum of one thousand dollars, lawful money of the United States of America, which sum the said company promises to pay to the said W. H. Barnes, or bearer, at the office of the Pennsylvania Railroad Company, in the city of Philadelphia, on the first day of April, A. D. nineteen hundred and thirteen, with interest at the rate of seven per cent, per annum, payable semi-annually, on the first days of October and April in each year, on presentation of the annexed coupons therefor, and which said principal and interest are payable free of all taxes. This bond is one of a series of five thousand bonds, numbered, con¬ secutively, from 1 to 5000, of one thousand dollars each, of the same tenor and date, secured by a second mortgage upon the said railway, its prop¬ erty and franchises, duly executed and delivered by said company to Josiah Bacon and Albert Hewson, in trust, to secure the full and final payment of the bonds aforesaid, and the interest upon the same, and subject to the prior lien of a first mortgage thereon, to secure bonds to the amount of ten millions of dollars. In witness whereof, the said company has caused these presents to be sealed with its corporate seal, and the same to be signed by its president and secretary, this first day of April, A. D. 1873. -, President. Attest:-, Secretary. Now, this indenture witnesseth, That the said party of the first part, for and in consideration of the sum of one dollar, to said company in hand paid by the parties of the second part, and for the purpose of securing the payment, principal and interest, of the bonds to be issued as afore¬ said, and hereby secured, have bargained and sold, and do hereby give, grant, bargain, sell, convey and confirm, unto the said parties of the second part, the survivor of them, and to their successors, and their and each of their heirs, and their and each of their assigns, in execution of any of the powers hereby granted and conferred, the following premises, estates, property, rights and franchises, that is to say: The railroad of the party of the first part, beginning in South Pitts¬ burgh, in the county of Allegheny, in Pennsylvania, on the west side of the Washington turnpike, at the west end of the “ Steubenville ex¬ tension ” of the Pennsylvania Railroad, and connecting therewith, and extending through the counties of Allegheny and Washington, in Penn¬ sylvania, to the state line between the states of Pennsylvania and West 330 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Virginia, formerly the property of the Pan Handle Railway Company, and connecting therewith the railroad in West Virginia, from the state line aforesaid, through the counties of Brooke and Hancock, to the Ohio river, and including the bridge and railroad thereupon constructed, of the Holiiday's Cove Railroad Company, and by means of which the said railroad extends across said river into the state of Ohio; but subject, as to said bridge and railroad thereupon constructed, to the lease thereof by said last named company, to George W. McCook, lessee, dated the twenty-third day of January, Anno Domini one thousand eight hundred and sixty-three, acknowledged before James McCahen, an alderman of the city of Philadelphia, and duly recorded in Brooke county, Virginia, and Jefferson county, Ohio; and also to the assignment of said lease, made by said McCook, as such lessee, to John Edgar Thomson, trustee, dated the twenty-fourth day of December, Anno Domini one thousand eight hundred and sixty-six, and recorded in Brooke county, West Vir¬ ginia, and also in Jefferson county, Ohio, in Lease Record number two, pages 81 and 82; also, the railroad connecting therewith, from the west abutment of the said railroad bridge over the Ohio river, at Steubenville, in Jefferson county, Ohio, to Newark, in Licking county, Ohio, including the branch railroad from Cadiz Junction to Cadiz, in Harrison county, formerly the property of the Steubenville and Indiana Railroad Company: Also, the undivided half of the Central Ohio Railroad, from the con¬ nection of the last described line in Newark, to and into the city of Columbus, in Ohio, particularly described in the deed thereof, from the Central Ohio Railroad Company to the Steubenville and Indiana Railroad Company, made under the order and with the approval of the Circuit Court of the United States, sitting in the Southern District in Ohio, which said several railroads, now consolidated into one, form a continuous line of railroad from Pittsburgh, in Pennsylvania, to Columbus, in Ohio, to¬ gether with all the branches, additions, sidings and turnouts thereof, now owned or that hereafter may be acquired, and all lands, rails, bridges, wharves, fences, rights of way, workshops, machinery, stations, offices, depots, depot grounds, engine houses, tracks, and all lands, tenements and hereditaments whatsoever, of the party of the first part, now owned or that may be hereafter acquired, which are now, or may at any time here¬ after be used for the purpose of operating the said railroad, or for the business thereof, between South Pittsburgh and Columbus aforesaid; and together with all the rolling stock, materials and furniture of the party of the first part, now owned or that may hereafter be acquired, as appurtenant to, and in and for use upon, or for the business of the afore¬ said railroad; and together with all the corporate rights, privileges and franchises of said party of the first part, now owned or that may here¬ after be acquired, connected with, or relating to the said railroad, be¬ tween South Pittsburgh and Columbus aforesaid; and together with all the streets, ways, alleys, passages, waters, water courses, easements, rights, liberties, privileges, hereditaments and appurtenances whatsoever, and estates belonging or appertaining, or to belong or appertain, and the re¬ versions and remainders, rents, issues and profits thereof; and all the estate, right, title, interest, property, claim and demand, of every nature CORPORATE HISTORY. 331 and kind whatsoever, of the said party of the first part, now owned or that may hereafter be acquired, as well at law as in equity, of, in and to the same, and every part and parcel thereof: To have and to hold the same, with the privileges and appurtenances, unto the parties of the second part, as trustees for the persons who may become the holders of the bonds hereinbefore described, and to the sur¬ vivors of them, and to their successors or successor, who, in the event of death, disability, declination or removal, may be appointed to succeed them in preserving the trust for the beneficiaries thereof, and their and each of their heirs, and the assigns of them and each of them, in execution of each of the powers hereby granted and trusts hereby established, forever: But under and subject, nevertheless, to the rights, priorities and ad¬ vantages of the holders of the bonds issued by the said party of the first part, to the amount of ten millions of dollars, bearing date August first, one thousand eight hundred and sixty-eight, and secured by a mortgage duly executed and delivered to J. Edgar Thomson and Geo. W. McCook, under date May fifth, one thousand eight hundred and sixty-eight, and duly recorded, and which said bonds were issued for the purpose, inter alia, of retiring certain bonds theretofore issued by the Pan Handle Rail¬ way Company, the Holliday’s Cove Railroad Company, and the Steuben¬ ville and Indiana Railroad Company, the corporations heretofore exist¬ ing and now consolidated into the company of the first part; and subject, until the retiring of the said bonds issued by the several companies aforesaid, to the prior lien, rights, priorities and advantages of the hold¬ ers of such bonds; but so that the aggregate amount of all the bonds constituting a prior lien upon the railway, property and franchises of the said company shall not exceed the said sum of ten millions of dollars. And subject, also, to the right of the party of the first part, and their successors and assigns, to retain the free and uncontrolled use, enjoyment, possession and management of the premises hereby granted, or intended so to be, until the said parties of the second part are authorized to enter upon or sell the same, as hereinafter set forth. And the party of the first part, for itself, its successors and assigns, hereby covenants with the parties of the second part, the survivor of them, their and each of their successors, and their and each of their heirs and assigns, that the party of the first part is lawfully seized of the estate, premises, property, franchises, herein described and hereby undertaken to be conveyed, and has good right and lawful authority to execute this conveyance and mortgage, and that it will warrant and defend the same unto the parties of the second part, the survivor of them, and his and their successor and successors, and each of their heirs and assigns, for¬ ever, against all lawful claims and demands whatsoever. And the said party of the first part also covenants with the party of the second part, as aforesaid, that it will, at any time in the future, and from time to time, as demanded, execute any further assurance or assurances, in succession, which may be necessary, or may be advised by counsel, to said trustees, or any successor or successors, as well of the premises herein conveyed as of any after acquired property appurtenant to said railroad, between South Pittsburgh and Columbus, as aforesaid. 332 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. And it is hereby expressly covenanted, agreed and understood, by and between the parties hereto, the said party of the first part covenanting as well for themselves as their successors and assigns, and the said parties of the second part covenanting as well for themselves as their successor or successors in the trust, in manner following, viz.: First. That it, the party of the first part, will punctually pay to the holders of the bonds aforesaid, intended to be hereby secured, or any that may be issued and accepted in lieu, renewal or substitution of the same, respectively, the interest thereon semi-annually, as the same shall become due and payable, according to the terms in said bonds contained, and on the days therein respectively mentioned for the payment of the same, and shall and will, also, on the days and times mentioned in said bonds, respectively, or whenever the said principal sums of said bonds shall, according to the provisions hereof, become due and payable, fully and entirely pay off and satisfy, as aforesaid, the whole of said bonds, principal and interest, without further delay, and without deduction from either said principal or interest, for any tax or taxes imposed thereon, which the said party of the first part is, or may be required to retain therefrom, the said party of the first part hereby agreeing to pay the same. Second. That if the party of the first part hereto, its successors and assigns, shall, at any time hereafter, after demand made, make default, or refuse, neglect or omit, for any period exceeding six months, to pay the semi-annual interest on the bonds intended to be hereby secured, or any of them, or shall, after demand made, make default, or refuse, neglect or omit, for any period exceeding six months, to pay the principal sum of each and all of the said bonds intended to be hereby secured, or any of them, when and as the same become due and payable, then, and in either such case, the said trustees or trustee, for the time being, shall and will, upon the written request of holders of one-fourth in amount of the said bonds then outstanding, enter upon and take possession of the railroad, estates, real and personal, and premises hereby mortgaged, or agreed or intended so to be, and shall and will, thereupon, operate, use, manage and control the said railroad, estates, real and personal, and premises, possession of which may be so taken, to the best advantage, and appro¬ priate the net income and proceeds derived therefrom (after deducting all payments for taxes, charges or liens, prior to the lien of these pres¬ ents, as well as the expenses of this trust, and such sum or sums as may be sufficient to indemnify the trustees or trustee, for the time being, against any liability, loss or damage, for or on account of any matter or thing done by them or him, in good faith, in pursuance of their or his duty as trustees or trustee) to the payment in full, without giving prefer¬ ence, priority or distinction to one bond over another; firstly, of the interest due thereon, and secondly, of the principal of all the aforesaid bonds then outstanding, and intended to be hereby secured, in full, if the said income and proceeds be sufficient, but if not, then pro rata; or the said trustees or trustee shall and will, after or without entering upon or taking such possession, upon the written request of holders of a like amount of said bonds then outstanding, proceed to sell the railroad, estates, real and personal, corporate rights and franchises, and premises CORPORATE HISTORY. 333 hereby mortgaged, or agreed or intended so to be, under and subject to the lien of the ten millions of dollars of bonds aforesaid, to the highest and best bidder, at public sale, in the town of Steubenville, in Ohio (first giving at least three months’ notice of such intended sale by publication, to be made in at least one daily newspaper published in each of the said cities of Philadelphia, Pittsburgh and Steubenville), and grant and convey the same to the purchaser or purchasers, freed from all and every the trusts hereby created, and without liability to see to the applica¬ tion of the purchase money, and shall and will appropriate the purchase money, after deductions made for expenses of the trust, and indemnity to the trustees or trustee, as aforesaid, to the payment, as aforesaid; firstly, of the interest due on, and secondly, of the principal of the said outstanding bonds in full, if said purchase money be sufficient, but if not, then pro rata; and in the event of there being in the hands of the said trustees or trustee any portion of the trust estate, or the proceeds thereof, after the payment in full of the principal and interest of the aforesaid bonds, then the said trustees or trustee shall reconvey, retransfer, or pay over the same to the party of the first part, its successors and assigns, for its sole use and benefit. It being distinctly understood and agreed, that in the event of any such entry upon or taking possession of the railroads, estates, real and personal, and premises hereby mortgaged, or agreed or intended so to be, or in the event of any sale thereof, by the said trustees or trustee for the time being, as hereinbefore mentioned, then, and in either such case, the whole principal sum of each and all of the said bonds then outstanding, and intended to be hereby secured, shall forthwith become due and payable. Third. That it shall and may be lawful for the said party of the first part, their successors or assigns, by and with the consent and approval, in writing, of the said trustees or trustee for the time being, at any time or times hereafter, to exchange for other property, or to sell any part of the hereby mortgaged estates and premises, not needed or required for the purpose of the operation and uses of the said railroad, free and clear from the lien or incumbrance of these presents, and to convey the same without liability on the part of the grantee for the disposition made of the price paid, or property received in exchange; provided, however, that the proceeds of any sale so made, shall, at the option of said party of the first part, be invested by them, either in the improvement of any remaining part of the mortgaged premises, or in the purchase, by said party of the first part, of other property, real or personal, which prop¬ erty, so purchased, as also any that may be acquired in exchange as aforesaid, by the party of the first part, shall be subject to all the trusts hereby declared (including that of sale and exchange of the property in this indenture described, and shall be conveyed in mortgage by the party of the first part); subject, as aforesaid, to the said trustees or trustee, for the time being, to be so held, or in the purchase of the first mort¬ gage bonds of the party of the first part, which bonds, so purchased, shall be forthwith canceled. Fourth. That in the event of the death, resignation, neglect, refusal, or incapacity to act of the trustees herein named, or either of them, or any successors or successor in the trust, then the party of the first part 334 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. hereto shall have full power and authority to nominate and appoint new trustees or trustee, for the purpose of filling the vacancy so caused, and supplying the place of such trustees or trustee so dying, resigning, ne¬ glecting, refusing, or becoming incapable to act; and the said trustees or trustee, so nominated and appointed, shall take upon themselves or himself the same trusts and have the same powers, and be subject to all the stipulations and conditions of this indenture, and which trust, powers, stipulations and conditions, it is hereby agreed and declared, shall extend to and be executed and performed by such newly appointed trustees or trustee, as they can, or may, or could, or might be, by the parties named herein as parties of the second part, and the like nomination and appoint¬ ment shall and may be made and carried into effect in like manner, and as often, from time to time, as there may be occasion therefor, and with the same effect as before mentioned. Fifth. And it is hereby further covenanted and agreed, as aforesaid, and this trust is accepted upon the express condition that said trustees shall not, nor shall any future trustees or trustee, incur any liability or responsibility whatever, in consequence of permitting or suffering said party of the first part to retain or be in possession of the railroads, estates and premises hereby mortgaged, or agreed or intended so to be, or any part thereof, and to use and enjoy th^* same, nor shall said trustees, nor any future trustees, be or become responsible or liable for any destruction, deterioration, determination, loss, injury or damage, which may be done or occur to the railroads and estates hereby mortgaged, or agreed or in¬ tended so to be, either by said party of the first part, or its agents or servants, or by any other person or persons whatsoever, nor shall any other trustees or trustee, present or future, be in any way responsible for the consequences of any breach on the part of the party of the first part, of any of the covenants herein contained, nor of any act of the said party of the first part, its agents or servants, nor shall the said trustees or trustee, present or future, become liable or responsible for any cause, matter or thing, except their or his own wilful and intentional breaches of the trust herein expressed or contained. Provided always, nevertheless, That if the party of the first part, its successors or assigns, shall and do well and truly pay, or cause to be paid, unto the person or persons, bodies politic or corporate, w r ho shall become holders of the bonds intended to be secured hereby, the several and respective sums expressed therein, on the day and time hereinbefore mentioned for payment thereof, together with interest for the same, according to the provisions of the said recited obligations or bonds, or in accordance with the provisions hereof, without any fraud or further delay, and also all lawful taxes upon the estate hereby granted, so as to prevent the same from being forfeited or sold for non-payment thereof, then and from thenceforth, as well this present indenture and the estates hereby granted and conveyed, or hereby agreed so to be, as the said recited obligations, shall become void and of no effect, anything herein¬ before contained to the contrary thereof notwithstanding, and satisfac¬ tion shall be forthwith duly entered by the said trustees or trustee, for the time being, upon the record of this indenture of mortgage. In testimony whereof, the said the Pittsburgh, Cincinnati and St. CORPORATE HISTORY. 335 Louis Railway Company has caused these presents to be signed by its president, and hath hereto affixed its corporate seal, attested by the sec¬ retary of said company, this the day and year first above written. THOMAS A. SCOTT, President. Attest: W. H. BARNES, Secretary. Signed, sealed and delivered in our presence: JNO. P. GREEN. We do hereby accept the foregoing trust. In witness whereof, we have hereunto set our hands and seals, this first day of April, in the year of our Lord one thousand eight hundred and seventy-three (1873). JOSIAH BACON. [seal] Witness present: ALBERT HEWSON. [seal) JNO. P. GREEN, W. D. STOVEL. Acknowledged by Thomas A. Scott, president, before Frank Semple, a notary public in and for the city of Pittsburgh, Pa., May 13, 1873. Recorded, state of Pennsylvania, Allegheny county, in Mortgage Book vol. 189, page 15, April 29, 1874; Washington county, Mortgage Book 5, page 360, May 6, 1874: state of Ohio, Jefferson county, Mortgage Book 15, May 4, 1874; Tuscarawas county, Book 15 of Mortgages, page 579, May 25, 1874; Harrison county, Mortgage Record F, page 33, May 9, 1874; Coshocton county, Book 11, May 14, 1874; Muskingum county. Record of Mortgages No. 39, May 14, 1874; Licking county, vol. 22, Record of Mortgages, page 602, May 18, 1874; Franklin county, vol. 48, X Record of Mortgages, May 19, 1874: state of West Virginia, Brooke county, Deed Book 22, page 394, May 7, 1874; Hancock county, Deed Book C, page 362, May 12, 1874. SEAL P.,C.&St L. Ry.Co . j SATISFACTION OF MORTGAGE. The undersigned trustees in the within named mortgage (John P. Green having been lawfully appointed trustee to fill the vacancy caused by the death of Josiah Bacon, one of the original trustees therein named), hereby certify that all the bonds and coupons thereunto belonging, de¬ scribed in the within mortgage, having been paid in full and destroyed, the within mortgage is therefore hereby cancelled, released and dis¬ charged. Witness our hands this sixteenth day of April, 1891. JNO. P. GREEN, I Witness present: ALBERT HEWSON, j Trustees - LEWIS WILSON, J. C. SIMS. Duly acknowledged before J. C. Sims, notary public, city and county of Philadelphia, April 16, 1891. The satisfaction of this mortgage was duly entered of record in all the counties where it was originally recorded. 336 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. CHICAGO, ST. LOUIS AND PITTSBURGH RAILROAD COMPANY. COLUMBUS, PIQUA AND INDIANA RAILROAD COMPANY . 1 An Act to Incorporate the Columbus, Piqua and Indiana Railroad Company. Approved February 23, 1849. Section 1. Be it enacted by the General Assembly of the state of Ohio, That Joseph Ridgeway, Jr., William S. Sullivant and William Dennison, Jr., of Franklin county; J. Stetson, James Burnham and Thomas Roberts, of Madison county; Ira A. Bean, William Patrick and John West, of Champaign county; and Isaac Dukeminer, David Croft, Moses G. Mitchell, John P. Williamson, William Scott and G. V. Dorsey, of the •county of Miami, and William M. Wilson, John C. Potter, of the county of Darke, and their successors, associates and assigns, be and they are hereby created a body corporate and politic, by the name and style of the Columbus, Piqua and Indiana Railroad Company, with perpetual succession, and by that name and style shall be entitled to have, enjoy, and hereby are vested with, all the rights, privileges, powers and fran¬ chises, and be subject to all the restrictions of the act entitled “An act regulating railroad companies, passed February eleventh, eighteen hun¬ dred and forty-eight,” 2 except so far as the same may be modified by the provisions of this act. Sec. 2. That the capital stock of said company shall be two millions of dollars. Sec. 3. That said company shall have power to construct a railroad, commencing at or near Columbus, in Franklin county, or at some point on the Columbus and Xenia Railroad; thence to Urbana, in Champaign county; thence to Piqua, in Miami county; thence to Greenville, in Darke county, and thence, on such route as the directors of said company, or a majority of them, may select, to the west line of the state of Ohio. Sec. 4. That the county commissioners of any county through which said railroad may be located, shall be and they are hereby authorized to subscribe to the capital stock of said company any sum not exceeding fifty thousand dollars, and to pay the same they shall have power to borrow any sum of money not exceeding the amount so subscribed, at a rate of interest not exceeding seven per cent, per annum, payable semi¬ annually, in advance, and for the final payment of the principal and in¬ terest of said sum so subscribed or borrowed, and to levy and collect annually such taxes as, together with the tolls arising from said stock, will pay, at such time or times as may be agreed on, said money so subscribed or borrowed, with interest thereon and the incidental charges. Sec. 5. That if the commissioners of any county, through which said road shall pass, shall not be authorized by the vote of said county to subscribe stock to said road, the trustees of any township through which 1 See page 36. 2 Revised Stats. Ohio, S. & C., vol. 1, p. 271. CORPORATE HISTORY. 337 said road may be located, shall be and they are hereby authorized to subscribe any sum of money, not exceeding fifty thousand dollars, to the capital stock of said road, and provide for the payment of said stock in the same manner that the county commissioners aforesaid are author¬ ized. Sec. 6. That no subscriptions shall be made by the county commis¬ sioners of any county, or the trustees of any township, aforesaid, until a vote of the qualified voters of such county or township has been declared in favor of such subscription, in the manner pointed out in “ An act regulating the mode of proceeding when county commissioners may be authorized by law to subscribe to the capital stock of railroads, turn¬ pike roads, or other incorporated companies in this state,” passed Feb¬ ruary twenty-eight, eighteen hundred and forty-six. 1 Sec. 7. That said company shall be and is hereby authorized to con¬ nect with any other railroad company, and to consolidate its capital stock with the capital stock of such company, and to have and use the name and style of any such other company, and to constitute a part of the same. Sec. 8. Nothing in this act contained shall be so construed as to de¬ prive the General Assembly of the power of taxation over the corpora¬ tion hereby created, whenever it shall choose to exercise that power. Ohio Local Laws, vol. 47, p. 155. An Act to Amend an Act entitled an Act to Incorporate the Columbus, Piqua and Indiana Railroad Company. Approved March 1, 1850. Section 1. Be it enacted by the General Assembly of the state of Ohio, That the county commissioners of the several counties through which said road may be located, shall be and they are hereby authorized to notify the electors of their counties respectively, in the same manner as provided by section six of the act aforesaid, to vote for or against a county subscription to the capital stock of said company, for any sum not exceeding one hundred thousand dollars. Sec. 2. That the trustees of Washington township, Miami county, be and they are hereby authorized to subscribe any sum not exceeding twenty-five thousand dollars in addition to the amount heretofore author¬ ized to the capital stock of said company, and provide for the subscrip¬ tion and payment of the same in the manner authorized by the said original act of incorporation. Sec. 3. That said vote may be taken at any regular election for state, county or township purposes. Sec. 4. The commissioners aforesaid may authorize a survey of said road through their respective counties, or may pay the expenses of such survey made by said company out of any funds in the county treasury not otherwise appropriated, the account of such expenditure having been duly audited by the county auditor. Sec. 5. This act to take effect from and after its passage. Ohio Local Laws, vol. 48, page 310. 22 1 Revised Stats. Ohio, S. & C., vol. i, p. 275. 33 § PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUTS RY. CO. An Act to Amend the Act Incorporating the Columbus, Piqua and Indiana Railroad Company, Passed February 23, 1849. Approved March 12, 1851. Section 1. Be it enacted by the General Assembly of the state of Ohio, That each taxpayer, in any county which may have subscribed to the capital stock of said company, shall, upon payment of his portion of the tax levied by the commissioners of such county in behalf of said com¬ pany, or at any time within ninety days thereafter, be entitled, on proper demand made on the county treasurer, to receive from that officer a scrip showing the amount of said railroad tax, so paid by such person, which scrip shall be transferable by delivery, and the holder thereof, on surrendering the same to the directors of said railroad company, in case the same shall amount to fifty dollars, shall be entitled to receive from the proper officers of said company, a certificate for the amount thereof, in the capital stock of said company: Provided, that the said company shall not be required to issue any certificate of stock in such cases until the full amount of the subscription made by such county be fully paid. Sec. 2. Any taxpayer of any township, which may have subscribed to the capital stock of said company, under the provisions of the fifth section of the act of incorporation of said company, shall be entitled to all the rights and privileges of this act. Sec. 3. The county treasurer of any county where the commissioners thereof, or in which the trustees of any township thereof, may have subscribed to the capital stock of said company, shall, at his annual settlement, make return to the directors of said company, on applica¬ tion being made, the amount of such scrip so by him issued, in favor of the taxpayers of each county or township holding stock in said company. Sec. 4. The directors of said corporation are hereby authorized to borrow, upon the credit of the same, any sum or sums of money, which may be necessary to finish and furnish its road, and for said loan or loans, to make and execute, in the name and on behalf of said corporation, such bonds, promissory notes, or other evidences of debt, and payable at such time and places, as shall be agreed on by the respective parties so contracting. And, for the purpose of securing the payment of the money so borrowed, said directors may pledge, by mortgage or otherwise, the entire road, fixtures and equipments, with all the appurtenances, income and resources thereof, so far as the same can be done without prejudice to any previous and existing liens on the same. Sec. 5. That the county commissioners of any county through or into which said road has been or may be located, which has not heretofore subscribed, or the trustees of any township, or the city or town council of any city or town in any such county, shall be, and they are hereby authorized to subscribe to the capital stock of said company, any sum not exceeding fifty thousand dollars, under the provisions of the act of incorporation of said company, passed February 23rd, 1849, and to pro¬ vide for the payment of said stock, in the same manner that county com¬ missioners are authorized to do by said act. Sec. 6. The directors, or a majority of them, may change the points CORPORATE HISTORY. 339 west of Covington, in Miami county, so as to locate the road of said company on such route, and to such point at the west line of this state, as they may deem promotive of the interests of said corporation, and they may also change the eastern terminus of said road to any other point than that named in the act incorporating said company. Sec. 7. The stockholders of said company may, at any time hereafter, increase the number of their directors to any number not exceeding twelve. Sec. 8. That the first, second and third sections of this act shall con¬ tinue in force until said road shall be finished, and ready to make dividends of profits. Ohio Local Laws, vol. 49, page 478. An Act to Amend an Act entitled an Act to Incorporate the Columbus, Piqua and Indiana Railroad Company. Approved March 22, 1851. Section 1. Be it enacted by the General Assembly of the state of Ohio, That the county of Franklin, city of Columbus, and any townships in said Franklin county, in or through which said Columbus, Piqua and Indiana Railroad may be located, shall be and they are hereby authorized to subscribe to the capital stock of said company, the said county and city each, in any sum not exceeding fifty thousand dollars, and each of said townships in any sum not exceeding twenty thousand dollars; said subscriptions to be made as provided by the fourth and sixth sections of said act, passed February 23, 1849. Sec. 2. That the vote required by said sixth section of said act may be taken at any meeting of the qualified voters of said county or city for that purpose, by giving the notice pointed out in the act regulating the mode of proceeding when county commissioners may be authorized by law to subscribe to the capital stock of railroads, turnpike roads, and other incorporated companies in this .state, passed February 20, 1846. Ohio Local Laws, vol. 49, page 484. DECREE OE SALE Of the Columbus, Piqua and Indiana Railroad by the Common Pleas Court of Franklin County, Ohio. Entered June 20, 1863. George S. Coe, trustee, vs. The Columbus, Piqua and Indiana Railroad Company and others. ► Civil action. On this day, H. H. Hunter, who is one of the attorneys of the plaintiff in the above named case, acting in this behalf as attorney for certain creditors and stockholders of the said Columbus, Piqua and Indiana Railroad Company, parties to an agreement entitled “ General plan for the reorganization of the Columbus, Piqua and Indiana Railroad Com- 340 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. pany, in pursuance of the act of the state of Ohio, passed April n, 1861,” and on leave of the court, filed in said case a copy of said agreement. Whereupon, on motion of the parties to said agreement by their attorney, the court having inspected the said copy and the verification thereof thereto annexed and filed therewith, do find that the same is a true copy of the originals of which the same purports to be a copy, which originals remain in the possession of Samuel M. Raisbeck. as secretary, of Lowell Holbrook, James A. Roosevelt, of New York, and Joseph T. Thomas, of Philadelphia, trustees named in said agreement for all of the parties thereto: and the court doth further find that more than two-thirds in interest of the creditors of said railroad company, and more than two-thirds in interest of the stockholders of said company by the agreement aforesaid have agreed in writing upon a plan for the readjustment and capitalization of the debt and stock thereof; and that said agreement, in all particulars, is in conformity with the requirements of the act of the General Assembly of this state, entitled “ An act to regulate the sale of railroads, and the reorganization of the same,” passed April nth, 1861, and in such manner as that the provisions of said act do apply to such judgment or decree as may be proper to be rendered against said company; and in all other respects contemplated by the provisions of said act. And on further motion as aforesaid, it is ordered by the court, that the copy of said agreement so filed as aforesaid, including the signatures of the parties thereto, indicating in columns, as in said copy, the classes and amounts of bonds subscribed and amounts of interest due, and whether subscriber donates or not, be entered upon the journal, and be carried into the complete record, including also the affidavit of Samuel M. Raisbeck in verification of said copy. And the same is accordingly copied as follows: (See plan of reorganization, page 347-) And now this cause coming on further to be heard upon the pleadings, exhibits and evidence, and in conformity with the principles of the judg¬ ment and mandate of the Supreme .Court, and of the statute in such cases made and provided, enacted since the rendition of the judgment of the Supreme Court and the mandate of said court to this court herein, thereupon this court, conforming to said mandate of the Supreme Court, doth now find, order, adjudge and decree as follows: First, that the whole number and amount of the bonds of the said Columbus, Piqua and Indiana Railroad Company mentioned in and secured by the said first mortgage to the plaintiff, George S. Coe, as trustee, bearing date Novem¬ ber ist, 1851, in the aggregate amounting to the sum of six hundred thousand dollars of principal, became due and were payable on the first day of January, A. D. 1862, and that the whole amount thereof remains due and owing and unpaid by the said company; also that the interest coupons upon said bonds which fell due on the ist day of January, A. D. 1856, amounting in the aggregate to the sum of twenty-one thousand dollars ($21,000), at the maturity of said coupons, before and at the time of the commencement of this suit, remained unpaid, and still remain unpaid, with the interest accrued and accruing thereon; the interest so accrued thereon to the first day of January, A. D. 1863, being the sum CORPORATE HISTORY. 341 of $10,290, and that all interest coupons annexed to said bonds which have fallen due semi-annually since the 1st day of January, 1856, to and including the 1st day of January, A. D. 1862 (being the date of the ma¬ turity of the principal of said bonds with the interest thereon accrued, remain unpaid and due and owing by said company, and that the prin¬ cipal thereof, with interest thereon to the first day of January, A. D. 1863, is the sum of $318,050, and that the interest accrued on said principal sum of $600,000, after the maturity thereof remains unpaid and due and owing by said company, the amount thereof to the first day of January, A. D. 1863, being the sum of $42,000, and that the aggregate amount of the principal of said bonds and of all of said unpaid coupons and interest thereon to the first day of January, A. D. 1863, is the sum of nine hun¬ dred and ninety-one thousand three hundred and forty dollars ($991,340), which sum it is adjudged and decreed by the court the Columbus, Piqua and Indiana Railroad Company shall pay, with interest thereon from the first day of January, A. D. 1863, into the hands of the receivers in this case within five days from the* date of entering this judgment, to be held subject to the further order and judgment of this court for all purposes of disbursement and distribution thereof amongst the bona fide holders of said bonds and coupons. And all questions touching the amount of the indebtedness of said company on account of the second and third mort¬ gages of said company, or otherwise to any party to this suit, not herein adjudged are expressly reserved for the further consideration of the court, as may become necessary in the further progress of the case not incon¬ sistent with this decree. And it is further ordered, adjudged and decreed by the court, that if default be made in the payment by said company within the time aforesaid, of the sum of $991,340 to said receivers, then and in that case the said mortgaged premises conveyed in trust to the plaintiff by the said first mortgage, to wit, by the two deeds, the one dated November 1st, 1851, and the other February 21, 1852, in confirma¬ tion of the first, as interpreted and construed by the order and judgment, of the Supreme Court as set forth in the mandate of said court before referred to in this case, namely: the entire railroad of said company, including the right of way therefor held and owned by said company, and the land occupied thereby or needful to be used in the construction, reconstruction, repair, use and enjoyment thereoi, by whatever right the same may be holden by said company, together with the superstructures and tracks thereon, and all bridges, viaducts, culverts, fences, depot grounds and buildings thereon; including also as a part of said mort¬ gaged premises, all engines, locomotives, cars of every description, roll¬ ing stock, turntables, water stations and fixtures, station houses, ware¬ houses, and lots and lands used in operating said road or intended so to be used, or in connection therewith and owned and held for that purpose; and all tools and implements, materials and supplies, and all shops and engine houses owned, used, or provided by said company to be used in operating said railroad, including such matters and things as may have been or shall be procured, obtained or supplied by the agency of the receivers in this case: and all the privileges, franchises and powers of said company, including its franchise to be and act as a corporation 342 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. conferred by the charter and amendments to the charter of said company as authorized by the act of the General Assembly referred to, passed April II, 1861, be sold in one entire parcel and as an entirety as herein¬ after directed, ordered and decreed. And the court deeming it expedient, in further conformity with said act and particularly the eighth section thereof, so to order, doth further order and direct that the said railroad, and other property mortgaged therewith, and said franchises ordered to be sold as aforesaid and every part thereof, be sold as aforesaid with¬ out appraisement, but in ordef to prevent sacrifice, and protect the in¬ terests of all concerned, it is further ordered that no sale of the premises so ordered to be sold as aforesaid be made for less than five hundred thousand dollars; but if no sale can be effected for that sum, or if for any cause it shall be made to appear to be equitable that the amount of said minimum sum should be increased or diminished, the court hereby reserves the power to increase or diminish the same. It is further ordered by the court that the sale of said premises be made by John H. Bradley, who is hereby appointed a special master commissioner for that purpose herein; and that said sale be held at the court house door in the city of Columbus, Franklin county, Ohio. That said master commissioner cause the time and place, and terms of said sale, together with a specification of the premises as hereinbefore described, to be advertised in two news¬ papers of good circulation, published in the city of New York, one in the city of Philadelphia, and one in the city of Columbus for at least thirty-five days before said sale: and that he strike off and sell the same to the highest and best bidder therefor upon the terms of payment fol¬ lowing: One third part of the purchase money to be paid within thirty days after the confirmation of said sale by this court, one-half of the balance in one month thereafter, and the residue in two months there¬ after; but the master commissioner before striking off said premises to any bidder or bidders shall require him or them to deposit in his hands ten per centum of the amount of the purchase money, to be absolutely forfeited to the uses of the trust in the hands of the receivers in case said bidder or bidders shall fail to pay the first installment of the pur¬ chase money within thirty days after the confirmation of said sale; pro¬ vided, however, that no forfeit deposit, as aforesaid, shall be required of any bidder or bidders who shall place in the hand of the master commis¬ sioner two hundred thousand dollars of the first mortgage bonds of said company at the par value thereof, to be held by him as a security for the performance by said bidder or bidders of their said contract of purchase, the dividends accruing thereon from the proceeds of said sale to be applied in part payment of the purchase money in case the terms of said sale be complied with, or in default thereof the said bonds to be forfeited to the uses of said trust. And it is further ordered, adjudged and de¬ creed, that the purchaser or purchasers at said sale shall, upon confirma¬ tion and full payment of the purchase money have, hold and take the said property and franchises, to be sold as aforesaid, to them, their heirs, successors and assigns forever, free from and acquit and discharged of every claim or demand whatsoever against the same, whether by judg¬ ment, mortgage or otherwise, by and in behalf of any person or persons, CORPORATE HISTORY. 343 body politic or corporate, as creditor, corporator or stockholder of the said Columbus, Piqua and Indiana Railroad Company: and immediately upon the confirmation of said sale, shall be entitled to the possession thereof, to be delivered to him or them by the receivers, to be held, possessed, used, carried on, repaired, completed or reconstructed, relo¬ cated, improved and operated by such purchaser or purchasers, his or their heirs, successors and assigns by the same right and for all the same purposes, by which the same were or might otherwise be held, possessed, used, carried on, etc., by the said company, and the same again to sell, pledge or dispose of as absolute owners thereof. And upon full payment of the purchase money to the said special master commissioner, or otherwise, as may be ordered by the court, the said special master commissioner, at the proper charge and expense of the said purchaser or purchasers, shall convey to said purchaser or purchasers, or the sur¬ vivors or survivor of them, either absolutely or in trust, as the case may be, all and singular the property, rights, privileges and franchises to be sold as aforesaid, and if in trust, the same to be expressly in trust for such uses and purposes, and parties and persons as the said purchaser or purchasers may in equity be subject to in making said purchase. And before entering upon his duty in the premises, said special master commissioner is hereby directed and required to enter into an under¬ taking to the plaintiff for the use of all parties concerned, conditioned for the faithful execution of all of his duties in the premises and for the faithful payment over of all money that shall come into his hands accord¬ ing to the‘orders of this court, made and to be made, herein, with two or more sureties to the acceptance of the court. And the court doth find that there were outstanding, as of November i, 1862, as reported by J. W. Baldwin, master commissioner, as per his report herein, dated Feb¬ ruary 13, 1863, receivers’ certificates of indebtedness issued pursuant to the order of this court at June term, 1858, to the sum and amount of $206,845.96, subject to be increased by interest as may be proper; and upon the footing of said order, pursuant to which said certificates were issued, the court doth now order, adjudge and decree that payment thereof shall be made in preference to any other debt or demand against said company out of any funds that may remain in the hands of the receivers and arising from the sale to be made as aforesaid after liquidating and fully paying all other debts and liabilities of the receivership incurred or to be incurred in pursuance of orders of this court, made or to be made; the expenses of the receivership and the legally taxable costs of this litigation, so far as not previously paid, including all costs of ref¬ erence made or to be made by order of this court, and the expenses of executing this decree, and the expenses of the plaintiff as trustee in and about the execution of the trust under said first mortgage, including a just compensation to him for his services, and to his counsel and attorneys for their services in this litigation. And to this end it is further ordered by the court, this cause stand referred to J. Wm. Bald¬ win, Esq., master commissioner, to report to this court: 1. What debts and liabilities incurred by the receivers other than the receivers’ certi¬ ficates above referred to shall remain unpaid at the time of the surrender 344 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. of the possession of said property and franchises by the receivers to the purchaser or purchasers or at the time at which he shall make his report thereafter. 2. What amount of money and items of property and the probable value thereof, and debts and liabilities, whether due to the re¬ ceivers or to said railroad company from third persons, remain in the hands of the receivers, at the same time including in this branch of his re¬ port a statement of the accounts of the receivers, so far as not previously settled for the purposes of a final settlement thereof. 3. What amount of receivers’ certificates referred to above, including interest to the date of the report, remains outstanding and unpaid, specifying the amount of principal and interest separately, due on each certificate. 4. What amount of legally taxable costs in this case remains unpaid, at the same time the items of the entire cost bill to be furnished to said master on his request by the clerk, errors therein to be subject to correction by the mas¬ ter and credits for payments in like manner to be rendered by the clerk, subject to correction by the master. 5. What amount as compensation for his services and necessary expenses in and about the execution of his trust under said first mortgage is legally and equitably payable to the plaintiff, and what amount to his counsel and attorneys for their services in this litigation, including the cases in error in the Supreme Conrt. 6. What amount of the funds to be produced by said sale and from other sources in the hands of the receivers shall remain upon the principles of this decree subject to be applied in payment to the holders of the bon$s and coupons secured by said first mortgage; and what sum or amount of said funds, if any, remain after fully paying said bonds and coupons and interest thereon according to this decree. And if said funds are not sufficient to fully pay said bonds and coupons, it is by the court adjudged and decreed that the same be paid and distributed to and amongst the holders of said bonds and coupons pro rata in proportion to the amount of principal and interest as ascertained in making up the amount in gross of this decree, held by each of such holders. 7. Said J. Wrn. Baldwin, master commissioner, is further directed to report to the court what reasonable compensation the trustees of the second and third mortgages for their services and expenses and their counsel for services in this case, and the counsel of the said Columbus, Piqua and Indiana Railroad Company for services in this case, are severally entitled to receive; it being hereby reserved that such further order as may be equitable be made by the court in relation thereto upon the coming in of said report. It is further ordered by the court, that if default be made by said company in the payment of the said amount found due and adjudged to be paid by it as aforesaid within the time limited there¬ for, it shall be the duty of the clerk, upon the precipe of the attorneys for the plaintiff, to be filed in his office at any time after such default, to issue under the seal of this court an order of sale, to be directed to the said John H. Bradley, special master herein appointed, to make the sale, reciting so much of this decree as relates to the sale herein ordered and specifying the terms and conditions thereof, and a description as herein contained of the subject-matter to be sold, returnable according to law, commanding and requiring him to carry the same into execution and CORPORATE HISTORY. 345 report his proceedings in that behalf to the court to be confirmed or set aside as may be lawful. And if no sale be made by the master, or if made and set aside by the court for any reason, it shall be the duty of the clerk, on precipe as aforesaid, as often as the same may happen, to issue further orders of sale to the master till a sale and confirmation thereof shall be effected. Also, it is ordered that except so far as the purchase money may be required to satisfy claims payable out of the proceeds of said sale in behalf of claimants other than the purchaser or purchasers, the master commissioner may receive from the purchaser or purchasers in payment thereof, the evidences t>f liability or claim against the company entitled to be paid on distribution in payment thereof. The state of Ohio, Franklin county, I, T. S. Shepard, clerk of the Court of Common Pleas, within and for said county, do hereby certify that the foregoing is a truly copied ab¬ stract from the journal entry made in this case on the journal of said court, now in my office. Witness my hand and the seal of said court at Columbus, this 20th day of June, A. D. 1863. T. S. SHEPARD, Clerk. DECREE CONFIRMING SALE. Entered November 20, 1863. George S. Coe, trustee, against The Columbus, Piqua and Indiana Railroad Company and others. - Civil action. John H. Bradley, special master commissioner in this case, having returned into court our order of sale herein to him directed, with his report annexed, that in obedience to the command thereof he had, on the 6th day of August, A. D. 1863, at the door of the court house of this county, by public vendue and outcry, offered for sale and struck off and sold to Lowell Holbrook, Joseph T. Thomas and James A. Roosevelt, as trustees, and in trust for all the parties to the plan and agreement for the reorganization of the Columbus, Piqua and Indiana Railroad Com¬ pany, as the same is filed and appears of record in this case, the railroad, property, buildings, rights, privileges and franchises, as in said order of sale are fully and specifically set forth and mentioned, as an entire parcel and as an entirety, at and for the sum of five hundred thousand dollars, payable according to the terms in said order specified, namely, one-third part thereof to be paid within thirty days after the confirmation of said sale by this court, one-half of the balance in one month thereafter, and the residue in two months thereafter, that sum being bid by them and being the highest and best bid therefor, and being the minimum sum for which the same was permitted to be sold, notice of the time and place of said sale having been published and given as required by said order. 346 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. And said report of said sale, and the proceedings of the said special master commissioner in the premises being carefully examined by the court, the court doth find that the said sale advertisements thereof and proceedings of the said special master commissioner were had, made and done in conformity with said order of sale and according to law. It is therefore by the court ordered and adjudged, that said sale and pro¬ ceedings be and the same are hereby in all things confirmed. And it further appearing to the court by the said special master’s report, that the said purchasers at the time of their said bid deposited in the hands of the said special ifiaster commissioner $200,000 of the first mortgage bonds of said Columbus, Piqua and Indiana Railroad Company, at the par value thereof, in conformity with the requirement of the said order of sale, and that said bonds remain in the hands of said commissioner. It is further ordered by the court that he continue to hold the same for the purposes in said order mentioned; nevertheless allowing to the pur¬ chasers, first, the benefit of the dividend accruing thereon from the pro¬ ceeds of said sale in part payment of the purchase money, and on full payment of the purchase money, he restore said bonds to the said pur¬ chasers for the use of the proper owners thereof. And it further appear¬ ing to the court that the parties beneficially interested in the said pur¬ chase of said railroad property and franchises, under and by virtue of said plan ,and agreement for the reorganization of said railroad company, have since said sale, in conformity with the provisions of the statute in such case made and provided, effected a corporate reorganization by the corporate name of “ The Columbus and Indianapolis Railroad Company,” a certificate of which corporate organization, under the corporate seal of said reorganized body corporate, has been duly filed and recorded in ihe office of the secretary of state of this state. And the said purchasers in trust, by their written request now to the court here shown (which is ordered to be filed and made a part of the record in this case), having requested the conveyance to be made in pursuance of said sale to the said “ The Columbus and Indianapolis Railroad Company,” it is by the court ordered that by the said special master commissioner, upon full payment to him of the purchase money, execute and deliver to the said “ The Columbus and Indianapolis Railroad Company,” a deed for the conveyance of said railroad property and franchises, such as otherwise would be proper to have been made to said purchasers. And said special master commissioner is directed to deliver to said body cor¬ porate the possession of said premises instead of to said purchasers.- It is further ordered by the court that the said purchasers pay the pur¬ chase money by them bid as aforesaid into the hands of the said John H. Bradley, as special master commissioner, and that he pay and dis¬ burse the same to the parties entitled to receive the same according to the findings and report to be made by the special commissioner, J. Wm. Baldwin, upon the principles of the order of reference to him made herein at the May term, 1863, of this court. And it is further ordered that said John H. Bradley, as special master commissioner, have power and he is hereby authorized to pay and take up the receiver’s certificates now outstanding in advance of the report of Commissioner Baldwin, CORPORATE HISTORY. 347 and any other claims entitled to be fully paid out of the funds in his hands or to come to his hands applicable thereto in advance of such report, and that said Bradley report his doings in the premises to this court. GENERAL PLAN EOR THE REORGANIZATION OF THE COLUM¬ BUS, PIQUA AND INDIANA RAILROAD COMPANY. Dated November 2, 1861. Whereas, The said Columbus, Piqua and Indiana Railroad Company is unable to pay its debts, and by reason thereof certain proceedings at law to enforce payment thereof have been had and taken in the Court of Common Pleas, of Franklin county, in the state of Ohio, in and by a certain suit and complaint therein, in which George S. Coe, trustee is plaintiff and the said railroad company is defendant, in which suit it has been held that said railroad and property are liable to be sold for the payment of debts; and judicial proceedings are now pending for the sale thereof, under mortgage deeds of trust, heretofore given by said rail¬ road company thereon, which deeds are specially set forth in such pro¬ ceedings. And whereas, It has become evident that said railroad and property, if sold without any arrangement among the creditors and parties in¬ terested, and without some provision to bring it into connection with the business and interests of other roads, will produce but a small amount of its indebtedness. And whereas, It is believed that, by a donation of a portion of the bonds held by the different classes of bondholders, for that purpose, the said railroad can be connected with, and consolidated in, a line of rail¬ road, extending from Columbus, Ohio, to Indianapolis, Indiana, on fair and advantageous terms, so as to make the same of much more value to all parties interested. 1st. It is therefore agreed by parties hereto, representing the different interests of said railroad company, that the debt and stock shall be re¬ adjusted and capitalized in the manner following, to wit: That there shall be made and issued $200,000 of preferred bonds, bearing seven per cent, per annum interest, to be used for paying off and satisfying all debts created under the receivership for the construction and equipment of the western division of said road, under the decree of court made for that purpose, and also to pay any unsecured debts of said company incurred for repairs or running expenses. 2nd. There shall also be issued an amount of bonds, bearing the same rate of interest, sufficient to pay and satisfy, at par, the principal of any bonds now secured by the present first mortgage on said road, and sur¬ rendered by parties or persons assenting hereto, and who shall have made a donation of one-third of their bonds to build and create a western connection for said road; and like bonds to pay and satisfy, in the same manner, any such first mortgage bonds so donated for that purpose. 3rd. There shall also be issued a further amount of similar bonds, sufficient at par value to pay off and satisfy, at the rate of forty per cent. 34^ PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. of the principal only, of all first mortgage bonds, held or surrendered by persons assenting hereto, but declining to make any donation as above, to benefit and connect said road in the through line, as above stated. 4th. All of the above new issue of bonds to be secured by a first mortgage on said Columbus, Piqua and Indiana Railroad; but the $200,- 000 of bonds first named to be preferred and have priority of lien over all the rest, as to all payments to become due thereon, or means for such payments. 5th. There shall be a new second mortgage created on said road and property, and bonds be issued and secured by it, to an amount sufficient at par, to pay off and satisfy at par the principal of all bonds held and surrendered by any person assenting hereto and holding and surrender¬ ing second mortgage bonds, and who shall have as aforesaid, donated the one-third part of his bonds, to benefit and to connect the said road in the through line, as above stated; and also bonds, in like manner, sufficient at par to pay off and satisfy the principal of all such bonds so donated for that purpose. 6th. There shall also be issued an amount of similar bonds under said second mortgage, sufficient at par to pay off and satisfy, at the rate and value of twenty per cent, of the principal thereof only, all bonds held or surrendered by persons assenting hereto, who shall fail to donate the amount or portion of their bonds, as above required, to benefit and connect said road in the through line, as aforesaid. And all of such new bonds so to be issued shall be secured by such second mortgage on said railroad and property, and have a lien thereon, subsequent, in all respects, to the first mortgage above provided for. 7th. There shall be made and created a third mortgage on said rail¬ road and property, and under it and secured by it there shall be issued an amount of new third mortgage bonds, sufficient at par to pay off and satisfy the principal of any of the present third mortgage bonds held or surrendered by any person assenting hereto, and who shall have donated the one-third of the bonds held by him, to benefit said road and connect the same in the through line aforesaid. And also sufficient, in like manner, to pay off and satisfy the bonds so donated for that purpose. 8th. There shall be issued a further amount of similar bonds under said third mortgage, sufficient at par to pay off and satisfy, at the rate and value of ten per cent, of the principal thereof, and no more, any and all present third mortgage bonds held or surrendered by any person assenting hereto, but who shall fail to make any donation as aforesaid, to benefit and connect said railroad as aforesaid. 9th. The mortgages and bonds, so as aforesaid herein provided to be made and issued, and to hold first, second and third liens upon said property, and to the extent and amount, and upon the principle so pro¬ vided, shall be the only liens made and bonds issued by said reorganized railroad company, in or about its reorganization; and all of said mort¬ gages given upon said railroad and property shall include within their liens all of the franchises of said corporation, and all personal property thereof. CORPORATE HISTORY. 349 ioth. All bonds, so as aforesaid to be issued, shall bear seven per cent, per annum interest, payable semi-annually, in the city of New York: shall mature twenty years after date, be payable to bearer, and transfer¬ able by delivery; but no new bond shall be issued, as herein provided, to satisfy any present bond now existing, until the bond so to be satisfied shall be surrendered and cancelled. No interest due, or to become due, on any bond so to be exchanged or satisfied, shall be estimated or in¬ cluded in the payment to be made thereof. nth. To all persons assenting hereto, holding the income bonds of said railroad company, the payment of which was not secured by a pledge or mortgage on real estate, and to J. R. Hilliard, he assenting hereto, who holds a judgment against said railroad company, there shall be issued and given preferred capital stock in said new organization, at the rate of fifty cents on the dollar of the original principal of such income bonds and of such judgment. 12th. To all persons assenting hereto, holding claims for interest due and unpaid on any mortgage, or income bonds, so given by said railroad company, and to John R. Hilliard, for interest on said judgment, there shall be issued, paid and given, capital stock in said new organization, at the rate of fifty cents on the dollar of such interest. And to all per¬ sons assenting hereto, holding original capital stock in said railroad company, there shall be issued, paid and given capital stock in said new organization, at the rate of twenty-five cents on the dollar of the principal sum of such old stock. 13th. The above payments of new bonds, and preferred and common stock, in the manner and at the rates, amounts and percentage above specified, shall wholly pay off, satisfy and cancel all the mortgages, bonds, interest and original capital stock of the said Columbus, Piqua and Indiana Railroad Company, held by persons assenting hereto, and the same and every part thereof shall be thereby wholly annulled. 14th. That every bondholder and stockholder in such new organiza¬ tion shall have the right to vote at all meetings and elections of said company, one vote for every fifty dollars of the principal of bonds or stock owned by him at the time of such meeting or election, and also the right to authorize, in writing, any person to vote for him as his proxy or attorney. 15th. That Lowell Holbrook, James A. Roosevelt, of NewYork, and Joseph T. Thomas, of Philadelphia, be and they are hereby appointed trustees for all the parties hereto, or to become parties hereto, to pur¬ chase for and on behalf of the parties to this agreement, all of said rail¬ road, property and franchises of the said Columbus, Piqua and Indiana Railroad Company, at any sale thereof to be had under any decree of said court, or of any other court, in pursuance of this agreement and of the act of the General Assembly of the state of Ohio aforesaid, and otherwise thereafter to proceed to organize said company according to the provisions of said act, and to convey the property so purchased to such reorganized company, according to law. 16th. It is further agreed, that this plan and agreement shall be filed in the said Court of Common Pleas of Franklin county, Ohio, and that 350 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the said court may order and decree a sale and disposition of all the property, road, franchises and appurtenances of the said Columbus, Piqua and Indiana Railroad Company, in accordance therewith, and of the law of Ohio aforesaid, and a reorganization of said corporation in pursuance thereof. And it is further agreed, that all proper expenses, charges, etc., including counsel fees, to a reasonable amount, shall be paid out of the proceeds of such sale. 17th. It is further agreed, that the undersigned, each for himself, will, in writing, opposite his signature hereto, designate the amount and class of bonds or stock held by him, and also the interest thereon, and the amount, if any, donated by him, to be deposited with Mr. John Q. Jones, the president of the Chemical Bank of the city of New York, to benefit and connect said railroad with the through line aforesaid, and whether he elects to make said donation or not. In witness whereof, we have hereunto, or to duplicates hereof, set our hands and designated opposite to our names the amount and description of bonds by us respectively held or subscribed, and the interest now due thereon, and whether said donation is made or not. Dated New York, November 2, 1861. ORIGINAL FIRST MORTGAGE. Columbus, Piqua and Indiana Railroad Company to George S. Coe, Trustee. Dated November 1, 1851. Securing $600,000 bonds of $1000 each, dated January 1, 1852, payable January 1, 1862, bearing 7 per cent, interest. This indenture, made the first day of November, in the year one thou¬ sand eight hundred and forty-one, between the Columbus, Piqua and Indiana Railroad Company, a corporation duly constituted as such by the laws of the state of Ohio, of the first part, and George S. Coe, of the city of New York, of the second part. Whereas, the parties of the first part, pursuant to the terms of the statute of the said state incorporating them, and other statutes of said state affecting them, are engaged in constructing a railroad from Columbus, Ohio, to the west line of said state, in the state of Ohio, aforesaid, and for that purpose need and have resolved to purchase and transport iron rails therefor, and also to raise money by loan for such purchase and transportation, and for equipment of the road, to an amount not exceeding six hundred thou¬ sand dollars; and in order to secure the payment therefor, or repayment thereof, to execute within the present and next succeeding year certain bonds, not exceeding six hundred in number, dated January first, eighteen hundred and fifty-two, for the sum of one thousand dollars each, to the persons lending such money, or furnishing such rails and equipments, payable on the first day of January, in the year eighteen hundred and sixty-two, and bearing interest at the rate of seven per centum per annum, payable semi-annually on the first day of July next, and of each January and July thereafter, the date thereof, until the principal shall be paid, to be on an equality so far as regards security for the repayment thereof CORPORATE HISTORY. 351 by these presents, notwithstanding the same may be issued at different times, each of said bonds being authenticated by a certificate signed by said party of the second part, and a portion thereof containing a clause permitting the holders to exchange the same at par for shares of stock in said railroad company at par. Now, therefore, this indenture witnesseth, That the said parties of the first part, in order to secure the payment of said bonds and interest, and in consideration of the sum of one dollar to them at the sealing and delivering hereof in hand paid by the said party of the second part, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said party of the second part, and his suc¬ cessors in the trust hereby created and assigned, all the following present and in future to be acquired property of the said parties of the first part, that is to say: Their road, made or to be made, including the right of way and land occupied thereby, together with the superstructure and tracks thereon, and all rails and other materials used therein or procured therefor, inclusive of the iron rails purchased or to be pur¬ chased or paid for with the above described bonds, or the money obtained therefor; bridges, viaducts, culverts, fences, depot grounds and buildings thereon, engines, tenders, cars, tools, machinery, materials, contracts, and all other personal property, right thereto or interest therein, together with the tolls, rents or income to be had or levied therefrom, and all franchises, rights and privileges of the said parties of the first part of, in, to or concerning the same; but nothing herein contained shall be construed to prevent the parties of the first part from selling, hypothe¬ cating, or otherwise disposing of any city, county or township bonds, stocks or other securities received in payment of stock or otherwise, or of any lands or other property of the company not necessary to be retained for their roadway, depot grounds, stations, nor required for the construction or convenient use of their road; nor from collecting moneys, due to the company on stock subscriptions or otherwise, provided they shall diligently proceed to collect and faithfully apply all such means to the construction and equipment of their said road; And provided also, That no default shall have been made in the pay¬ ment of the interest or principal of any of the above described bonds. To have and to hold the said premises, and every part thereof, with the appurtenances, unto the said party of the second part, his successors in said trust and assigns, upon the following trusts, that is to say: In case the said parties of the first part shall fail to pay the principal, or any part thereof, or any of the interest on any of said bonds at any time when the same may become due and payable, according to the tenor thereof, when demanded, then, after sixty days from such default, upon request of the holder of such bond, the said party of the second part, his successors in said trust or assigns, may enter into and take possession of all or any part of said premises; and as the attorney in fact, or agent of the said parties of the first part, by himself or agents, or substitutes duly constituted, have, use and employ the same, making, from time to time, all needful repairs, alterations and additions thereto: and after deducting the expenses of such use, repairs, alterations and additions, apply the 352 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. proceeds thereof to the payment of the principal and interest of all of said bonds remaining unpaid. Or the said party of the second part, his successors in said trust and assigns, at his or their discretion, may, or on the written request of the holders, of at least one-half of the bonds then unpaid and unconverted into stock, shall cause the said premises, or so much thereof as shall be necessary to pay and discharge the prin¬ cipal and interest of all such of said bonds as may then be unpaid and unconverted as aforesaid, to be sold at public auction in the city of Piqua, in the state of Ohio, or in the .city of New York, giving at least forty days’ notice of the time, place and terms of such sale, and of the specific property to be sold, by publishing the same in two newspapers of good circulation, in each of the cities aforesaid, and wherever else required by law, and execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance, in fee simple, for the same; which shall be a bar against the parties of the first part, their successors and assigns, and all persons claiming under them, of all right, interest or claim in or to said premises, or any part thereof; and said trustee shall, after deducting from the proceeds of said sale the costs and expenses thereof, and of managing such property, apply so much of the proceeds as may be necessary to the payment of said principal and interest, due or un¬ paid, on said bonds; and shall restore the residue thereof to the parties of the first part, it being hereby expressly understood that in no case shall any claim or advantage of any valuation, appraisement or exten¬ sion laws, by the said parties of the first part, nor any injunction or stay of proceedings, or any process be applied for or obtained by them to prevent such entry or sale as aforesaid. And the said parties of the first part hereby covenant, for the consideration aforesaid, to execute and deliver any further reasonable and necessary conveyance of the premises, or any part thereof, to the said party of the second part, his successors in said trust and assigns, for more fully carrying into effect the objects hereof; particularly for the conveyance of any property, subsequently to the date hereof acquired by said parties of the first part, and comprehended in the description contained in the premises. And the said parties of the first part hereby further covenant as aforesaid, that the money borrowed for the purposes aforesaid upon the security of the said bonds, shall be faithfully applied to the purchase and trans¬ portation of iron and equipment for the said road and the expenses attending such loan and purchase, and that said iron so purchased shall be transported and used with due diligence in the construction and finishing of said railroad. And it is hereby mutually agreed, and these presents are upon this express condition, that on payment of the prin¬ cipal and interest of said bonds, or the conversion thereof into stock in manner aforesaid, the estate hereby granted to the said party of the second part shall be void, and the right to the premises hereby conveyed shall revert to and revest in the said parties of the first part, without any acknowledgment of satisfaction, reconveyance, re-entry, or other act. And it is also further mutually agreed, that the said party of the second part, his successors in said trust and assigns, shall only be accountable for reasonable diligence in the management thereof; and shall not be responsible for the acts of any agent employed by him or them, where CORPORATE HISTORY. 353 such agent is selected with reasonable discretion; and that said party of the second part, his successors in said trust or assigns shall be entitled to receive proper compensation for every labor or service performed by him in the discharge of his trust, in case he shall be compelled to take possession of said premises or any part thereof, or manage the same. And it is further mutually agreed, that in case of the death, mental incapacity or resignation of the said party of the second part, all his estate, right, interest, power and control in the premises shall be divested, cease and determine; and the same shall from thenceforth, for the pur¬ poses aforesaid, be vested in and all and singular the trusts and duties hereinbefore enumerated, shall devolve upon Elias Fassett, of the city of New York, without any other or further assurance or conveyance of or for the same. And in case of the death, mental incapacity or resignation of the said Elias Fassett, after the trust hereby created shall have de¬ volved upon him, the said parties of the first part shall, or in their default to take proceedings therefor, for thirty days, the holders of a majority of said bonds may apply to the Supreme Court of the state of Ohio, sitting in any county in said state, to appoint a new trustee, being a resident of the city of New York, to supply his place; and thereupon such new trustee shall become vested for the purposes aforesaid, with all the rights and interest hereby conveyed to or vested in the said party of the second part, without any further assurance or conveyance for the same; but if the same shall be necessary, both or either of the parties hereto shall execute any necessary releases or conveyances for that purpose. In witness whereof, the parties of the first part have caused their cor¬ porate seal to be hereto affixed, and the same to be subscribed by their president, and the said party of the second part has set his hand and seal the day and year first above written. M. G. MITCHELL, President C. P. & I. R. R. Co. GEORGE S. COE. Sealed and delivered by M. G. Mitchell and George S. Coe, in presence of JOHN BISSELL, EDWIN LUDLOW. Acknowledged before John Bissell, commissioner for Ohio in New York, December 19, 1851. Recorded, Franklin county, Ohio, January 6, 1852, volume 2, page 477. FIRST MORTGAGE. Columbus, Piqua and Indiana Railroad Company to George S. Coe, Trustee. Dated November 1, 1851. Securing $600,000 bonds of $1000 each, dated November 1, 1851, payable January 1, 1862, bearing 7 per cent, interest. Executed for the purpose of correcting an error in original mortgage, dated November 1, 1851. This indenture, made this first day of November, A. D. one thousand eight hundred and fifty-one, between the Columbus, Piqua and Indiana 23 354 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Railroad Company, a corporation duly constituted as such by the laws of the state of Ohio, of the first part, and George S. Coe, of the city of New York, of the second part. Whereas, The parties of the first part have heretofore made and exe¬ cuted to the party of the second part a mortgage bearing the same date herewith for the purpose of securing the payment of the bonds herein¬ after mentioned. And whereas, An error has occurred in one of the recitals of said mortgage wherein said bonds are mentioned and referred to as dated January first, eighteen hundred and fifty-two, and said bonds are in truth dated November first, eighteen hundred and fifty-one. And as some objection has been made to said bonds in consequence of said error, and it is deemed desirable that a new mortgage of the same date of said first mentioned mortgage should be made and exe- cutetd in which said error shall be corrected and this present mortgage is executed and delivered for that purpose. Now, therefore, these presents witness: Whereas the parties of the first part, pursuant to the terms of the statutes of the said state incorporat¬ ing them and other statutes of said state affecting them are engaged in constructing a railroad from Columbus, Ohio, to the west line of said state, in the state of Ohio, aforesaid, and for that purpose need and have resolved to purchase and transport iron rails therefor, and also to raise money by loan for such purchase and transportation, and for equipment of the road to an amount not exceeding six hundred thousand dollars, and in order to secure payment therefor, or repayment thereof, to exe¬ cute within the present and next succeeding year certain bonds, not exceeding six hundred in number, dated November first, eighteen hun¬ dred and fifty-one. for the sum of one thousand dollars each to the person lending such money or furnishing such rails and equipments, pay¬ able on the first day of January, in the year eighteen hundred and sixty- two, and bearing interest at the rate of -seven per centum per annum, paya¬ ble semi-annually, on the first day of July next, and of each January and July thereafter, the date thereof, until the principal shall be paid, to be on an equality so far as regards security for the repayment thereof by these presents, notwithstanding the same may be issued at different times, each of said bonds being authenticated by a certificate signed by said party of the second part, and a portion thereof containing a clause permitting the holders to exchange the same at par for shares of stock in said railroad company at par. Now, therefore, this indenture witnesseth, That the said parties of the first part, in order to secure the payment of said bonds and interest, and in consideration of the sum of one dollar to them at the sealing and delivering hereof in hand paid, by the said party of the second part, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said party of the second part and his suc¬ cessors in the trust hereby created and assigned, all the following present and in future to be acquired property of the said parties of the first part, that is to say, their road made or to be made, including the right of way CORPORATE HISTORY. 355 and land occupied thereby, together with the superstructure and tracks therein, and all rails and other materials used therein or procured there¬ for, inclusive of the iron rails purchased or to be purchased, or paid for with the above described bonds, or the money obtained therefor, bridges, viaducts, culverts, fences, depot grounds and buildings thereon; engines, tenders, cars, tools, machinery, materials, contracts, and all other per¬ sonal property, right thereto or interest therein, together with the tolls, rents or income to be had or levied therefrom, and all fran¬ chises, rights and privileges of the said parties of the first part of, in, to or concerning the same, but nothing herein contained shall be con¬ strued to prevent the parties of the first part from selling, hypothecating or otherwise disposing of any city, county or township bonds, stocks or other securities received in payment of stocks or otherwise, or of any lands or other property of the company not necessary to be retained for their roadway, depot grounds, stations, nor required for the construction or convenient use of their road, nor from collecting moneys due to the company on stock subscriptions or otherwise, provided they shall dili¬ gently proceed to collect and faithfully apply all such means to the con¬ struction and equipment of their said road, and provided also that no default shall have been made in the payment of the interest or principal of any of the above described bonds. To have and to hold the said premises and every part thereof, with the appurtenances, unto the said party of the second part, his successors in said trust and assigns, upon the following trusts, that is to say: in case the said parties of the first part shall fail to pay the principal, or any part thereof, or any of the interest on any of said bonds at any time when the same may become due and payable according to the tenor there¬ of when demanded, then after sixty days from such default, upon request of the holder of such bond, the said party of the second part, his succes¬ sors in said trust or assigns, may enter into and take possession of all or any part of said premises, and as the attorney in fact or agent of the said parties of the first part, by himself or agents, or substitutes duly constituted, have, use and employ the same, making from time to time all needful repairs, alterations and additions thereto, and after deducting the expense of such use, repairs, alterations and additions, apply the pro¬ ceeds thereof to the payment of the principal and interest of all of said bonds remaining unpaid; or the said party of the second part, his suc¬ cessors in said trust and assigns, at his or their discretion, may, or on the written request of the holder of at least one-half of the bonds then unpaid and unconverted into stock, shall cause the said premises, or so much thereof as shall be necessary to pay and discharge the principal and in¬ terest of all such of said bonds as may then be unpaid and unconverted as aforesaid, to be sold at public auction in the city of Piqua, in the state of Ohio, or in the city of New York, giving at least forty days’ notice of the time, place and terms of such sale and of the specific property to be sold, by publishing the same in two newspapers of good circulation in each of the cities aforesaid, and wherever else required by law. And execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance, in fee simple, for the same, which shall be a bar 356 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. against the parties of the first part, their successors and assigns, and all persons claiming under them of all right, interest or claim in or to said premises or any part thereof; and said trustee shall, after deducting from the proceeds of said sale the costs and expenses thereof, and of managing such property, apply so much of the proceeds as may be necessary to the payment of said principal and interest due or unpaid on said bonds, and shall restore the residue thereof to the parties of the first part, it being hereby expressly understood that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws by the said parties of the first part, nor any injunction, or stay of proceedings, or any process be applied for or obtained by them to pre¬ vent such entry or sale as aforesaid; and the said parties of the first part hereby covenant, for the consideration aforesaid, to execute and deliver any further reasonable and necessary conveyance of the premises or any part' thereof to the said party of the second part, his successors in said trust and assigns for more fully carrying into effect the objects hereof; particularly for the conveyance of any property subsequently to the date hereof acquired by said parties of the first part, and comprehended in the description contained in the premises. And the said parties of the first part hereby further covenant, as aforesaid, that the money bor¬ rowed for the purposes aforesaid, upon the security of the said bonds, shall be faithfully applied to the purchase and transportation of iron and equipment for the said road, and the expense attending such loan and purchase, and that said iron so purchased shall be transported and used with due diligence in the construction and finishing of said railroad. And it is hereby mutually agreed, and these presents are upon this express condition, that on payment of the principal and interest of said bonds, or the conversion thereof into stock in manner aforesaid, the estate hereby granted to the said party of the second part shall be void, and the right to the premises hereby conveyed shall revert to and revest in the said parties of the first part without any acknowledgment of satisfaction, re¬ conveyance, re-entry or other act, and it is also further mutually agreed, that the said party of the second part, his successors in said trust and assigns shall only be accountable for reasonable diligence in the man¬ agement thereof, and shall not be responsible for the acts of any agent employed by him or them where such agent is selected with reasonable discretion; and that said'party of the second part, his successors in said trust or assigns shall be entitled to receive proper compensation for every labor or service performed by him in the discharge of his trust, in case he shall be compelled to take possession of said premises or any part thereof, or manage the same. And it is further mutually agreed, that in case of the death, mental incapacity or resignation of the said party of the second part, all his estate, right, interest, power and control in the premises shall be diverted, cease and determine, and the same shall from thenceforth, for the purposes aforesaid, be vested in and all and singular the trusts and duties herein¬ before enumerated shall devolve upon Elias Fassett, of the city of New York, without any other or further assurance or conveyance of or for the same. CORPORATE HISTORY. 357 And in case of the death, mental incapacity or resignation of the said Elias Fassett after the trust hereby created shall have devolved upon him, the said parties of the first part shall, or in their default to take proceedings therefor, for thirty days, the holders of a majority of said bonds may apply to the Supreme Court of the state of Ohio, sitting in any county in said state, to appoint a new trustee, being a resident of the city of New York, to supply his place, and thereupon such new trustee shall become vested, for the purposes aforesaid, with all the rights and interest hereby conveyed to or vested in the said party of the second part, without any further assurance or conveyance for the same, but if the same shall be necessary, both or either of the parties hereto shall execute any necessary releases or conveyances for that purpose. In witness whereof, the parties of the first part have caused their cor¬ porate seal to be hereto affixed, and the same to be subscribed by their president, and the said party of the second part has set his hand and seal the day and year first above written. M. G. MITCHELL, President Columbus, Piqua and I. R. R. Co. Sealed and delivered in the presence of AUG. F. SMITH, ISAAC P. MARTIN, as to Geo. S. Coe. GEO S. COE. SAML. M. RAISBECK, JACOB WIDENER, as to M. G. Mitchell. Acknowledged before Moses B. Maclay, commissioner for Ohio in New York, July 15, 1852, by George S. Coe, and before Benj. F. Powers, probate judge, Miami county, Ohio, by Moses G. Mitchell, July 21, 1852. Recorded, Franklin county, Ohio, July 28, 1852, volume 3, page 365. SECOND MORTGAGE. Columbus, Piqua and Indiana Railroad Company to George S. Coe, Trustee. Dated January 1, 1853. Securing $400,000 bonds of $1000 each, dated January 1, 1853, payable January 1, 1863, bearing 7 per cent, interest. This indenture, made this first day of January, in the year one thou¬ sand eight hundred and fifty-three, between the Columbus, Piqua and Indiana Railroad Company, a corporation duly constituted as such by the laws of the state of Ohio, of the first part, and George S. Coe, of the city of New York, of the second part. Whereas, The parties of the first part, pursuant to the terms of the statute of the state incorporating them, and other statutes of said state af¬ fecting them, are engaged in constructing a railroad from Columbus, Ohio, to the west line of said state, in the state of Ohio aforesaid: And for the purpose of finishing, furnishing and equipping the same, have resolved to 358 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. raise money by loan, to an amount not exceeding four hundred thousand dollars, and in order to secure payment therefor, or repayment thereof, to execute, within the present and next succeeding year, certain bonds, not exceeding four hundred in number, dated January ist, 1853, for the sum of one thousand dollars each, to the persons lending such money, or furnishing such equipments, payable on the first day of January, in the year eighteen hundred and sixty-three, and bearing interest at the rate of seven per centum per annum, payable semi-annually, on the first day of July next, and of each January and July thereafter the date thereof until the principal shall be paid, to be on an equality, so far as regards security for the repayment thereof by these presents, notwith¬ standing the same may be issued at different times, each of said bonds being authenticated by a certificate signed by said party of the second part and containing a clause permitting the holders to exchange the same at par for shares of stock in said railroad company at any time before maturity. Now, therefore, this indenture witnesseth, That the said parties of the first part, in order to secure the payment of said bonds and interest, and in consideration of the sum of one dollar to them, at the sealing and delivering hereof, in hand paid, by the said party of the second part, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said party of the second part, and his successors in the trust hereby created and assigns, all the following present and in future to be acquired property of the said parties of the first part, that is to say, their road, made or to be made, including the right of way and land occupied thereby, together with the superstructure and tracks thereon, and all rails and other materials used therein or pro¬ cured therefor, inclusive of the iron rails purchased or to be purchased or paid for with the above described bonds, or the money obtained therefor, bridges, viaducts, culverts, fences, depot grounds and buildings thereon, engines, tenders, cars, tools, machinery, materials, contracts and all other personal property, rights thereto or interest therein; together with the tolls, rents or income to be had or levied therefrom, and all franchises, rights and privileges of the said parties of the first part, of, in, to or con¬ cerning the same, subject to the satisfaction of a deed of trust executed by said railroad company to said party of the second part, on the ist day of November, 1851, covering an issue of six hundred thousand dollars of bonds of said company as therein described; but nothing herein con¬ tained shall be construed to prevent the parties of the first part from sell¬ ing, hypothecating, or otherwise disposing of any city, county or town¬ ship bonds, stocks, or other securities received in payment of stock or otherwise, or of any lands or other property of the company not neces¬ sary to be retained for their roadway, depot grounds, stations, nor re¬ quired for the construction or convenient use of their road, nor from collecting moneys due to the company on stock subscriptions or other¬ wise. Provided they shall diligently proceed to collect and faithfully apply all such means to the construction and equipment of their said road. And provided also that no default shall have been made in the CORPORATE HISTORY. 359 payment of the interest or principal of any of the above described bonds. To have and to hold the said premises, and every part thereof, with the appurtenances, unto the said party of the second part, his successors in said trust and assigns, upon the following trust, that is to say, in case the said parties of the first part shall fail to pay the principal or any part thereof, or any of the interest on any of said bonds, at any time when the same may become due and payable according to the tenor thereof, when demanded, then, after sixty days from such default, upon request of the holder of such bond, the said party of the second part, his suc¬ cessors in said trust or assigns, may enter into and take possession of all or any part of said premises and, as the attorney in fact or agent of the said parties of the first part, by himself or agents, or substitutes, duly constituted, have, use and employ the same, making, from time to time, all needful repairs, alterations and additions thereto; and after deducting the expenses of such use, repairs, alterations and additions, apply the proceeds thereof to the payment of the principal and interest of all the said bonds remaining unpaid, or, the said party of the second part, his successors in said trust and assigns, at his or their discretion, may, or, on the written request of the holders of at least one half of the bonds then unpaid and unconverted into stock, shall cause the said premises, or so much thereof as shall be necessary to pay and discharge the prin¬ cipal and interest of all such said bonds as may then be unpaid and un¬ converted as aforesaid, to be sold at public auction in the city of Piqua, in the state of Ohio, or in the city of New York, giving at least forty days’ notice of the time, place and terms of such sale, and of the specific property to be sold, by publishing the same in two newspapers of good circulation in each of the cities aforesaid, and wherever else required by law and execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance, in fee simple, for the same, which shall be a bar against the parties of the first part, their successors and assigns, and all persons claiming under them, of all right, interest or claim in or to said premises, or any part thereof: and said trustee shall, after deduct¬ ing from the proceeds of sale the costs and expenses thereof, and of managing such property, apply so much of the proceeds as may be neces¬ sary to the payment of said principal and interest, due or unpaid on said bonds, and shall restore the residue thereof to the parties of the first part, it being hereby expressly understood that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws by said parties of the first part; nor any injunction or stay of pro¬ ceedings, or any process be applied for or obtained by them to prevent such entry or sale as aforesaid. And the said parties of the first part hereby covenant, for the consideration aforesaid, to execute and deliver any further reasonable and necessary conveyance of the premises, or any part thereof, to the said party of the second part, his successors in said trust and assigns, for more fully carrying into effect the objects hereof particularly for the conveyance of any property subsequently to the date hereof acquired by said parties of the first part, and comprehended in the description contained in the premises. And the said parties of the first part hereby further covenant, as aforesaid, that the money borrowed for the purpose aforesaid, upon the security of the said bonds shall be 360 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. faithfully applied to the construction and completion of said road and its appurtenances, the expenses attending such loan and purchase, and for engines, cars, machinery, buildings, and other necessary purposes of said railroad. And it is hereby mutually agreed, and these presents are upon this express condition, that on payment of the principal and interest of said bonds, or the conversion thereof into stock in manner aforesaid, the estate hereby granted to said party of the second part shall be void and the right to the premises hereby conveyed shall revert to and revest in the said parties of the first part, without any acknowledgment of satisfac¬ tion, reconveyance, re-entry or other act. And it is also further mutually agreed, that the said party of the second part, his successors in said trust and assigns, shall only be accountable for reasonable diligence in the management thereof, and shall not be responsible for the acts of any agent employed by him or them where such agent is selected with reasonable discretion, and that said party of the second part, his successors in said trust or assigns shall be entitled to receive proper compensation for every labor or service performed by him in the discharge of this trust, in case he shall be compelled to take possession of said premises, or any part thereof, or manage the same. And it is further mutually agreed, that in case of the death, mental incapacity or resignation of the said party of the second part, all his estate, right, interest, power and control in the premises, shall be divested, cease and determine, and the same shall from thenceforth, for the pur¬ poses aforesaid, be vested in and all and singular the trusts and duties hereinbefore enumerated shall devolve upon Elias Fassett, of the city of New York, without any other or further assurance or conveyance of or for the same. And in case of the death, mental incapacity or resigna¬ tion of the said Elias Fassett, after the trust hereby created shall have devolved upon him, the said parties of the first part, or in their de¬ fault to take proceedings therefor for thirty days, the holders of a ma¬ jority of said bonds may apply to the Supreme Court of the state of Ohio, sitting in any county in said state, to appoint a new trustee, being a resident of the city of New York, to supply his place; and thereupon such new trustee shall become vested, for the purpose aforesaid, with all the rights and interest hereby conveyed to or vested in the said party of the second part without any further assurance or conveyance for the same, but if the same shall be necessary, both or either of the parties hereto shall execute any necessary releases or conveyances for that purpose. In witness whereof, the parties of the first part have caused their cor¬ porate seal to be hereto affixed and the same to be subscribed by their president, and the said party of the second part has set his hand and • seal the day and year first above written. Columbus, Piqua and Indiana Railroad Company, By M. G. MITCHELL, President. GEO. S. COE. Witness: SAML. L. ROSS. CORPORATE HISTORY. 361 Acknowledged before Moses B. Maclay, Ohio commissioner in New York, January 5, 1853. Recorded, Franklin county, Ohio, January 11, 1853. THIRD MORTGAGE. Columbus, Piqua and Indiana Railroad Company to Elias Fassett, Trustee. Dated April 1, 1854. Securing $600,000 bonds of $1000 each, dated April 1, 1854, payable April 1, 1869, bearing 7 per cent, interest. This indenture, made the first day of April, in the year one thousand eight hundred and fifty-four, between the Columbus, Piqua and Indiana Railroad Company, a corporation duly constituted as such by the laws of the state of Ohio, of the first part, and Elias Fassett, of the city of New York, of the second part. Whereas, The parties of the first part, pursuant to the terms of the statute of the said state incorporating them, and other statutes of said state affecting them, are engaged in constructing a railroad from Co¬ lumbus, Ohio, to the west line of said state, in the state of Ohio afore¬ said, and for that purpose need, and have resolved to purchase and trans¬ port iron rails therefor, and also to raise money by loan for such pur¬ chase and transportation, and for the completion and equipment of the road, to an amount not exceeding six hundred thousand dollars; and in order to secure payment therefor, or repayment thereof, to execute within the present and next succeeding year certain bonds, not exceeding six hundred in number, dated April 1st, 1854, for the sum of one thousand dollars each, to the persons lending such money or furnishing such rails and equipments, payable on the first day of April, in the year eighteen hundred and sixty-nine, and bearing interest at the rate of seven per centum per annum, payable semi-annually, on the first day of Oc¬ tober next and of each April and October thereafter the date thereof until the principal shall be paid, to be on an equality, so far as regards security for the repayment thereof by these presents, notwithstanding the same may be issued at different times, each of said bonds being authenticated by a certificate, signed by said party of the second part, and containing a clause permitting the holders to exchange the same at par for shares of stock in said railroad company, at any time before maturity. Now, therefore, this indenture witnesseth, That the said parties of the first part, in order to secure the payment of said bonds and interest, and in consideration of the sum of one dollar to them at the time of the seal¬ ing and delivering hereof in hand paid, by the said party of the second part, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said party of the second part, and his successors in the trust hereby created and assigned, all the following present and future to be acquired property of the said parties of the first 362 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. part, that is to say: their road, made and to be made, including the right of way and land occupied thereby, together with the superstructure and tracks thereon, and all rails and other materials used therein or procured therefor, inclusive of the iron rails purchased, or to be purchased or paid for with the above described bonds or the money obtained therefor, bridges, viaducts, culverts, fences, depot grounds and buildings thereon, engines, tenders, cars, tools, machinery, materials, contracts, and all other personal property, right thereto or interest therein, together with the tolls, rents, or income to be had or levied therefrom, and all fran¬ chises, rights and privileges of the said parties of the first part, of, in, to, or concerning the same: but nothing herein contained shall be con¬ strued to prevent the parties of the first part from selling, hypothecating, or otherwise disposing of any city, county or township bonds, stocks or other securities received in payment of stock or otherwise, or of any lands or other property of the company not necessary to “be retained for their roadway, depot grounds, stations, nor required for the construction or convenient use of their road; nor from collecting moneys due to the company on stock subscriptions or otherwise. Provided, they shall diligently proceed to collect and faithfully apply all such means to the construction and equipment of their said road: And provided also, that no default shall have been made in the payment of the interest or prin¬ cipal of any of the above described bonds. To have and to hold the said premises, and every part thereof, with the appurtenances, unto the said party of the second part, his successors in said trust and assigns, upon the following trusts, that is to say, in case the said parties of the first part shall fail to pay the principal, or any part thereof, or any of the interest on any of said bonds, at any time when the same may become due and payable according to the tenor thereof, when demanded, then, after sixty days’ from such default, upon request of the holder of such bond, the said party of the second part, his successors in said trust or assigns, may enter into and take possession of all or any part of said premises; and as the attorney in fact or agent of the said parties of the first part, by himself, or agents, or substitutes, duly constituted, have, use and employ the same, making, from time to time, all needful repairs, alterations and additions thereto; and after de¬ ducting the expenses of such use, repairs, alterations and additions, apply the proceeds thereof to the payment of the principal and interest of all the said bonds remaining unpaid. Or, the said party of the second part, his successors in said trust and assigns, at his or their discretion, may, or on the written request of the holders of at least one-half of the bonds then unpaid or unconverted into stock, shall cause the said premises, or so much thereof as shall be necessary to pay and discharge the principal and interest of all such of said bonds as may then be unpaid and uncon¬ verted as aforesaid, to be sold at public auction, in the city of Piqua, in the state of Ohio, or in the city of New York, giving at least forty days’ notice of the time, place and terms of such sale, and of the specific prop¬ erty to be sold, by publishing the same in two newspapers of good cir¬ culation in each of the cities aforesaid, and wherever else required by law, and execute to the purchaser or purchasers thereof a good and suffi- CORPORATE HISTORY. 363 cient deed of conveyance in fee simple for the same, which shall be a bar against the parties of the first part, their successors and assigns, and all persons claiming under them, of all right, interest or claim in or to said premises, or any part thereof; and said trustee shall, after deducting from the proceeds of said sale the costs and expenses thereof, and of managing such property, apply so much of the proceeds as may be necessary to the payment of said principal and interest due or unpaid on said bonds, and shall restore the residue thereof to the parties of the first part: It being hereby expressly understood that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws by the said parties of the first part, nor any injunction or stay of proceedings or any process be applied for or obtained by them to prevent such entry or sale as aforesaid. Subject, however, to previous mortgages dated respectively the first day of November, one thousand eight hundred and fifty-one, and the first day of January, one thousand eight hundred and fifty-three, made and executed by the said railroad company to George S. Coe, trustee, to se¬ cure the payment in the aggregate of one million of dollars, which said mortgages are duly recorded in the several counties through which said road passes. And the said parties of the first part hereby covenant, for the consid¬ eration aforesaid, to execute and deliver any further reasonable and necessary conveyance of the premises, or any part thereof, to the said party of the second part, his successors in said trust and assigns, for more fully carrying into effect the objects hereof, particularly for the conveyance of any property subsequently to the date hereof acquired by said parties of the first part, and comprehended in the description con¬ tained in the premises. And the said parties of the first part hereby further covenant as afore¬ said, that the money borrowed for the purposes aforesaid, upon the security of the said bonds, shall be faithfully applied to the purchase and transportation of iron and completion and equipment of said road, and the expenses attending such loan and purchase, and that said iron so pur¬ chased shall be transported and used, with due diligence, in the con¬ struction and finishing of said railroad. And it is hereby mutually agreed, and these presents are upon this express condition, that on payment of the principal and interest of said bonds, or the conversion thereof into stock, in manner aforesaid, the estate hereby granted to said party of the second part shall be void, and the right to the premises hereby conveyed shall revert to and revest in the said parties of the first part, without any acknowledgment of satisfaction, re¬ conveyance, re-entry or other act. And it is also further mutually agreed, that the said party of the second part, his successors in said trust and assigns, shall only be accountable for reasonable diligence in the management thereof, and shall not be responsible for the acts of any agent employed by him or them, where such agent is selected with reasonable discretion; and that said party of the second part, his successors in said trust or assigns, shall be entitled to receive proper compensation for every labor or service performed by 364 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. him in the discharge of his trust, in case he shall be compelled to take possession of said premises, or any part thereof, or manage the same. And it is further mutually agreed, that, in case of the death, mental incapacity or resignation of the said party of the second part, all his estate, right, title, interest, power and control in the premises, 'shall be divested, cease and determine; and the same shall from thenceforth, for the purposes aforesaid be vested in and all and singular the trusts and duties hereinbefore enumerated shall devolve upon George S. Coe, of the city of New York, without any other or further assurance or con¬ veyance of or for the same. And in case of the death, mental incapacity or resignation of the said George S. Coe, after the trust hereby created shall have devolved upon him, the said parties of the first part shall, or in their default to take proceedings therefor for thirty days, the holders of a majority of said bonds may apply to the Supreme Court of the state of Ohio,, or any -district court of said state, sitting in any county in said state, to appoint a new trustee, being a resident of the city of New York, to supply his place, and thereupon such new trustee shall become vested, for the purposes aforesaid, with all the rights and interest hereby con¬ veyed to or vested in the said party of the second part, without any further assurance or conveyance for the same, but, if the same shall be necessary, both or either of the parties hereto shall execute any releases or conveyances for that purpose. In witness whereof, the parties of the first part have caused their cor¬ porate seal to be hereto affixed, and the same to be subscribed by their president, and the said party of the second part has hereto set his hand and seal the day and year first above written. Columbus, Piqua and Indiana Railroad Company, By M. G. MITCHELL, President. ELIAS FASSETT. Signed, sealed, acknowledged and delivered in presence of: The word “ April ” in first line placed instead of March erased. A. G. CONOVER, H. B. CARRINGTON, as to M. G. Mitchell, President. SAML. M. RAISBECK, HENRY C. FLING, as to Elias Fassett. Duly acknowledged before H. B. Carrington, notary public, Franklin county, Ohio, by Moses G. Mitchell, April 4, 1854, and before Samuel M. Raisbeck, commissioner for state of Ohio in New York, by Elias Fassett, April 1, 1854. Recorded, Franklin county, Ohio, April 10, 1854, Mortgage Record No. 6, page 236, and in other counties along the line. CORPORATE HISTORY. 365 MORTGAGE. Columbus, Piqua and Indiana Railroad Company to Joseph Ridg- way, Trustee. Dated October 18, 1854. Covering certain real estate not used for railroad purposes, and securing $81,000 bonds, dated November 1, 1854, payable November 1, 1859, bearing 7 per cent, interest. This indenture, made this 18th day of October, in the year of our Lord one thousand eight hundred and fifty-four, between the Columbus, Piqua and Indiana Railroad Company, party of the first part, and Joseph Ridg- way, of Franklin county, in the state of Ohio, party of the second part. Witnesseth, That whereas, at a meeting of the directors of said Colum¬ bus, Piqua and Indiana Railroad Company, held at the city of Columbus, the eleventh day of October, A. D. 1854, it was ordered that M. G. Mitchell, president of said company, be authorized to rescind the terms of a certain loan before made of one William Neil and to issue certain bonds of said company for the purpose of obtaining a loan of money thereon, which said bonds should be made payable to the treasurer of said company or bearer five years after the date of same, with interest at the rate of seven per cent, per annum, payable semi-annually, at such place as said president should direct, which said bonds should not, in their gross amount, exceed ninety per cent, of the valuation of certain real estate to be mortgaged to secure said bonds, said valuation to be determined by actual appraisement. And whereas, it was further ordered that said M. G. Mitchell, president as aforesaid, be authorized to execute and deliver to a trustee to be selected, a mortgage or deed of trust of certain hereinafter described premises, in order to scure all bonds thus issued as aforesaid equally; and which bonds thus secured are in form and manner of issue to be prepared under the direction of the said M. G. Mitchell; and whereas, the said M. G. Mitchell, acting under such authority, has issued and executed bonds of the Columbus, Piqua and In¬ diana Railroad Company, payable to Wm. Scott, treasurer of the said company, or bearer, in sums of one hundred, five hundred and one thou¬ sand dollars respectively, with interest coupons attached, said interest being at the rate of seven per cent, per annum, payable semi-annually, and which said bonds, payable five years from the date hereof, and said coupons, are payable at the Exchange Bank of Columbus; and whereas, the gross amount of said bonds thus issued does not exceed ninety per cent, of the valuation of the hereinafter described real estate, to wit: the sum of eighty-one thousand dollars, said valuation being one hundred thousand dollars, and in further consideration of one dollar in hand paid. Now, the said Columbus, Piqua and Indiana Railroad Company, party of the first part, hath bargained and sold, and doth hereby grant, bargain, sell and convey unto the said Joseph Ridgway, trustee in this behalf se¬ lected, party of the second part, his heirs and successors in said trust, and his and their assigns forever, all the hereinafter described premises, to wit: Situated near the city of Columbus, in the county of Franklin, in the 366 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. state of Ohio, commencing at a stake in Lincoln Goodale’s west line, at a point that is ten rods south of the southwest corner of Goodale Park, near said city of Columbus, being the northeast corner of the land bought of William Neil by the Columbus, Piqua and Indiana Railroad Company, in section nine (9), town five (5), range twenty-two (22), Montgomery township, Franklin county, Ohio; thence south along Lincoln Goodale's- west line, and west line of the Ohio Penitentiary lot to the Scioto river, two thousand eight hundred and thirty feet (2830), more or less; thence south seventy and one-half degrees west (S. 703/2° W.) along the river two hundred and ten (210) feet, more or less; thence north one thousand four hundred and fifty-nine (1459) feet, more or less; thence west to the center of Olentangy creek three thousand one hundred and ninety-nine (3199) feet; thence up the Olentangy creek north twenty-two and one- half degrees east (N. 2234° E.) eight hundred and eight (808) feet to the center of the Columbus, Piqua and Indiana Railroad; thence eighty-three (83) feet to a stake; thence following up the creek north five and one- half degrees (N. $y 2 E.) east six hundred and thirty-eight and sixty-two hundredths (638.62) feet to a stake; thence east two thousand nine hundred and ninety-nine and eighty-six hundredths (2999.86) feet to the place of beginning, containing one hundred and fourteen acres and twenty-five hundredths of an acre (114.25), more or less: Reserving for right of way and de*pot grounds as follows, viz.: commencing at a point on Lincoln Goodale's west line, that is, nine hundred and ten (910) feet south from the northeast corner of the above tract; thence west four hundred and forty-one (44 1 ) feet; thence north one hundred and sixty-five (165) feet; thence west three hundred and eighty-one (381) feet; thence north thirty (30) feet; thence west six hundred and ninety-six feet; thence south one hundred and fifty-two (152) feet to a point that is north thirty (30) feet of the center of the main track; thence north seventy-nine degrees and forty-four minutes west (N. 79°44' W.) parallel with the main track one thousand seven hundred and twenty-five (1725) feet to the west line and center of Olentangy creek; thence south twenty-two and one-half degrees (S. 22 y 2 ) seventy (70) feet to a point that is forty (40) feet south of main track; thence south seventy-nine degrees and forty-four minutes east (S. 79 44 E.) one thousand seven hundred and twenty-five (1725) feet; thence south sixty-nine degrees and forty-four minutes east (S. 69°44' E.) two hundred and ten (210) feet; thence south seventy-nine degrees and twenty minutes east (S. 79°2o' E.) one thousand three hundred and thirty- five feet (1335) to the east line of the tract and thence north two hundred and seventy-five (275) feet to the place of beginning, containing thirteen and one-fourth ( 1334 ) acres. And also the right of way for the stone and lime track, thirty (30) feet wide from the depot ground to the lime kilns and Scioto river, making one acre; and making the whole of said reserva¬ tion fourteen and one-fourth acres and leaving to the tract conveyed by this deed of trust one hundred (100) acres. To have and to hold the said premises thus conveyed, and every part thereof not reserved as aforesaid, with the appurtenances, unto the said Joseph Ridgway, party of the second part, his successors in said trust, and his and their heirs, nevertheless, upon the following trusts, that is CORPORATE HISTORY. 367 to say: in case the said parties of the first part shall fail to pay the prin¬ cipal, or any part thereof, or any of the interest on any of said bonds at any time when the same may become due and payable according to the tenor thereof, when demanded, then, after sixty days from such default, upon request of the holder of such bond or bonds, made in writing, the said party of the second part, his successors in said trust or assigns may enter into and .take possession of all or any part of said premises, and as the attorney in fact or agent of said parties of the first part, by himself or agents or substitutes duly constituted, cause the said premises, or so much thereof as shall be necessary to pay and discharge the principal and interest of all such of said bonds as may then be'unpaid and still due to be sold at public auction in the city of Columbus, in Franklin county, Ohio, giving at least forty days’ notice of the time, place and terms of such sale of the premises to be sold, by publishing the same in two newspapers of good circulation in the said city of Columbus, and execute to the purchaser or purchasers thereof, or any part thereof, a good and sufficient deed of conveyance in fee simple for the same, which shall be a bar against the said parties of the first part, their successors and assigns, and all persons claiming under them of all right or interest in or to the said premises or any part thereof. And said trustees shall, after deducting from the proceeds of said sale the costs and expenses thereof and of managing said trust, apply so much of the proceeds as may be necessary to the payment of said prin¬ cipal and interest due and unpaid on said bonds, and restore the residue thereof to the parties of the first part, it being understood that in no case shall any claim or advantage be taken of any appraisement or exten¬ sion laws, nor any injunction or other process or proceedings be had or applied for to prevent such sale as aforesaid; and furthermore, that each and every bond issued as aforesaid shall share and enjoy equally with every other the benefits of said trust. And the said parties of the first part hereby covenant, for the consideration aforesaid, to execute and deliver any further reasonable and necessary conveyance of the premises, or any part thereof, to the said Joseph Ridgway, his successors in said trust or assigns for more fully carrying into effect the purposes of this trust. And it is further mutually agreed, and these presents are upon this condition, that on the payment of the principal and interest of said bonds, the estate hereby granted to said party of the second part shall be void, and the right to the premises hereby conveyed shall revert to and revest in the said parties of the first part, without acknowledgment of satisfaction, reconveyance or other act of the said trustee, his succes¬ sors or assigns. It is also understood that said party of the second part, his successors and assigns, shall be accountable for reasonable diligence only in the management of this trust, and shall not be responsible for the acts of his agents when selected with reasonable discretion, and shall be entitled to reasonable compensation for the discharge of the duties of this trust in case he shall be compelled to proceed to sell said premises, or any part thereof: And it is also agreed that in case of the death, resignation or mental incapacity of said party of the second part, all his interest in said premises, 368 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. I as weU as all control over the same, shall be divested, cease and deter¬ mine, and the same shall thenceforth, for the purposes aforesaid, be vested in and all and singular the trusts and duties hereinbefore enumer¬ ated shall devolve upon A. F. Perry, of the city of Columbus, without further assurance or conveyance of or for the same, and in case of the death, mental incapacity or resignation of the said A. F. Perry after said trust shall devolve upon him, the said parties of the first part shall, or in their default for the period of thirty days, the holders of said bonds, or any of them, may apply to the judge of the Court of Common Pleas for Franklin county, Ohio, either in term time or vacation, to appoint a new trustee, being a resident of said Franklin county, Ohio, to supply his place; and the same also in case of the vacancy in said trust in any other way however it may come to pass: and thereupon such new trustee shall become vested, for the purposes aforesaid, with all the rights and interests hereby conveyed to or vested in the said party of the second part, without any further assurance or conveyance of or for the same; but if the same shall be necessary, both or either of said parties hereto shall execute any necessary releases or conveyances for that purpose and the purposes of this trust. In testimony whereof, the party of the first part has caused its corporate seal to be hereunto affixed, and the same to be subscribed by its presi¬ dent, and said party of the second part has set his hand and seal this eighteenth day of October, in the year of our Lord one thousand eight hundred and fifty-four. M. G. MITCHELL, President Columbus, Piqua and Indiana R. R. Co. J. RIDGWAY. Executed, signed, sealed and delivered in our presence: C. H. SCRIBNER, ] H. B. CARRINGTON, j Wltnesses - Acknowledged October 18, 1854, before H. B. Carrington, notary pub¬ lic, Franklin county, Ohio. Recorded, Franklin county, Ohio, October 26, 1854. COLUMBUS AND INDIANAPOLIS RAILROAD COMPANY . 1 CERTIFICATE OE REORGANIZATION Of the Columbus, Piqua and Indiana Railroad Company as the Columbus and Indianapolis Railroad Company. To whom it may concern: It is hereby certified that at a meeting of the subscribers to an agreement, entered into by more than two-thirds in interest of the creditors, and more than two-thirds in interest of the stock¬ holders. of the Columbus, Piqua and Indiana Railroad Company, for the reorganization of said company under and in pursuance of the act of the 1 See page 40. CORPORATE HISTORY. 369 General Assembly of the state of Ohio, entitled “ An act to regulate the sale of railroads, and for the reorganization of the same,” passed April 11, 1861, 1 which agreement was filed in the case of George S. Coe, trustee, against said railroad company and others, pending in the Court of Com¬ mon Pleas of Franklin county, Ohio, and by order of said court made part of the record in said case (to which record reference is here made for all purposes in this behalf), which meeting was convened by the trustees of said subscribers, after the sale to them of the railroad, property and franchises of said company, made under and by virtue of the decree of said court in said case, in accordance with the provisions of said act, on the first day of October, 1863' at the office of said company, on the line of its railroad, in the city of Columbus, Ohio, at which meeting the said railroad company was reorganized under and by the corporate name of the Columbus and Indianapolis Railroad Company; That the railroad which said corporation is to hold, maintain and operate is the same which, before the sale thereof as aforesaid, was owned and held by the said Columbus, Piqua and Indiana Railroad Company, the termini of which are the city of Columbus, Ohio, and the western bound¬ ary of the state of Ohio, at Union City, subject to such alterations, changes, extensions, additions and relocations as may be lawful. It is also hereby certified that the first Wednesday of October, 1864, and the first Wednesday of October in each succeeding year, was appointed and fixed upon by the reorganization meeting aforesaid, for holding the annual meeting of said corporation. In witness whereof, The corporate seal of said reorganized corporation, the Columbus and Indianapolis Railroad Company, is hereto affixed by the undersigned, president of the board of directors of said company, by order of said board, and in conformity with a resolution of said reorgan¬ ization meeting, to the end that the certificate required by the third sec¬ tion of the act of the General Assembly aforesaid, may be filed in the office of the secretary of the state of Ohio. B. E. SMITH, • 7 President Columbus and Indianapolis Railroad Company. % Filed in the office of the secretary of state of Ohio, October 31, 1863. DEED. John H. Bradley, Special Master Commissioner, to the Columbus and Indianapolis Railroad Company. Dated December 1, 1863. Conveying road, property, franchises, etc., of the Columbus, Piqua and Indiana Railroad Company. Know all men by these presents, That I, John H. Bradley, as special master commissioner of the Court of Common Pleas of Franklin county, in the state of Ohio, in pursuance of an order of sale to me directed, in 24 1 Revised Stats. Ohio, (Supplement) S. & S., p. 127. 37 O PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. my said capacity, under the seal of said court, issued by the clerk of said court for carrying into effect the judgment and decree of said court made at the May term thereof, A. D. 1863, in the case of George S. Coe, trustee, against the Columbus, Piqua and Indiana Railroad Company and others, pending in said court, and in pursuance of public notice of the time and place of sale given in conformity with said judgment and decree, and order of sale, did, on the sixth day of August, A. D. 1863, between the hours of twelve o’clock M. and four o’clock P. M. of said day, at the court house door in the city of Columbus, Ohio, offer and expose to sale, and did then and there, by public vendue, strike off and sell to Lowell Holbrook, James A. Roosevelt and Joseph T. Thomas, trustees, in trust for the use of the parties, to an agreement entitled “ General plan for the reorganization of the Columbus, Piqua and Indianapolis Railroad Company,” a copy of which is filed in said case, and by order of said court made a part of the record thereof, the entire railroad of said com¬ pany, including the right of way thereof held and owned by said com¬ pany and the lands occupied thereby or needed to be used in the con¬ struction or reconstruction, repair, use, or employment thereof, by what¬ ever right the same may be holden by said company, together with the superstructure and tracks thereon, and all bridges, viaducts, culverts, fences, depot grounds and buildings thereon; and including as a part thereof all engines, locomotives, cars of every description, rolling stock, turn tables, water stations and fixtures, station houses, and lots and lands used in operating said road, or intended to be used in connection there¬ with and owned and held for that purpose; and all tools and implements, materials and supplies, and all shops and engine houses owned, used or provided by said company to be used in operating said railroad, including each of said matters and things as may have been procured, obtained or supplied by the agency of the receivers in said case; and all the privileges, franchises and powers of said company, including its franchise to be and act as a corporation conferred by the charter and amendments to the charter of said company, authorized by the act of the General Assembly, passed April 11, 1861, to be sold, in one entire parcel and as an entirety, at and for the sum of five hundred thousand dollars, they bidding that sum therefor, and their said bid being the highest and best bid therefor, and being the minimum amount for which the same were permitted to be sold by the terms of said order of sale, payable as prescribed in said order, they having secured the payment thereof by the deposit of bonds of said company as required by said order. Also, be it known, that as such special master commissioner as aforesaid, I made report of said sale to said court, and duly returned said order of sale, with said report annexed thereto, into said court. And thereupon such proceedings were had by said court in the cause aforesaid, amongst other things, that said sale was, at the November term, A. D. 1863, by the order and judgment of said court, in all things confirmed. And at the term of said court last aforesaid, it was made known to said court by the motion and petition of the purchasers aforesaid, filed in said cause, and by order of the court made a part of the record thereof, that the parties to said agreement for whose use said purchase was made, had, in conformity with the statute in such cases made and provided, since the said sale and purchase, become CORPORATE HISTORY. 371 organized as a body corporate by and under the corporate name of the Columbus and Indianapolis Railroad Company; and said purchasers in and by their said motion and petition having prayed the court to order and direct the conveyance of the said railroad, property and franchises to be made to the said body corporate, the Columbus and Indianapolis Railroad Company, instead of to them, the said purchasers, it was there¬ upon accordingly ordered by the court, that I, the said John H. Bradley, as special master commissioner as aforesaid, on full payment, as in said order directed, of the purchase money bid therefor, as aforesaid, and for which the same were struck off and sold as aforesaid, being made, should execute and deliver to the said, the Columbus and Indianapolis Railroad Company, such deed of conveyance for said railroad, property and fran¬ chises, as otherwise should be made to said purchasers; all of which mat¬ ters and things appear by the records and files thereof in said court re¬ maining in the cause aforesaid and are hereby referred unto as the authority for this conveyance. Therefore, in consideration of the premises and by authority of the same, and in consideration of the sum of five hundred thousand dollars to me, as special master commissioner as aforesaid, fully paid by the said, the Columbus and Indianapolis Railroad Company, the receipt whereof I do hereby acknowledge in my said capacity, I, the said John H. Bradley, in my said capacity of special master commissioner, do hereby grant, bargain, sell, enfeoff and convey unto the said the Columbus and India¬ napolis Railroad Company, their successors and assigns forever, all and singular the premises first hereinabove described as having been struck off and sold by me to the said purchasers, and known and described as hereinabove set forth, and as set forth and described in said order of sale. To have and to hold the same to the said the Columbus and Indi¬ anapolis Railroad Company, their successors and assigns forever, to be held, possessed, used, carried on, repaired, completed, or reconstructed, relocated, improved and operated, by said last named railroad company, its successors and assigns, by the same right and for the same purposes by which the same were, or might otherwise be, held, possessed, used, carried on, etc., by the said Columbus, Piqua and Indiana Railroad Com¬ pany; and the same again to sell, pledge or dispose of as absolute owner thereof, free from and acquit and discharged of every claim or demand whatsoever against the same, whether by judgment, mortgage or other¬ wise, by and in behalf of any person or persons, body politic or corpo¬ rate, as creditor, corporator or stockholder of said Columbus, Piqua and Indiana Railroad Company, in as full and ample a manner as I, the said John H. Bradley, as special master commissioner as aforesaid, by virtue of the premises, might, could or ought to convey the same. Given under my hand and seal as special master commissioner as afore¬ said, this first day of December, in the year of our Lord one thousand eight hundred and sixty-three. JOHN H. BRADLEY, Special Master Commissioner as in this deed recited. Signed, sealed and delivered in presence of us: WM. FERSON, WM. T. BRUSH. 372 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Duly acknowledged before Thomas M. Dye, notary public, Franklin county, Ohio, December 9, 1863. Recorded in the counties of Ohio on the dates and in the volumes and pages of their records of deeds as follows: Franklin, December 10, 1863, vol. 78, page 28; Champaign, January 25, 1864, vol. 34, page 416; Union, April 11, 1864, vol. 26, page 190; Miami, February 1, 1864, vol. 39, page 225; Darke, February 17, 1864, vol. 2, page 137; Madison, February 23, 1864, vol. 30, page 169. FIRST MORTGAGE. Columbus and Indianapolis Railroad Company to Archibald Parkhurst, Trustee. Dated December 7, 1863. Securing $1,000,000 bonds, dated December 1, 1863, payable January 1, 1884, bearing 7 per cent, interest. This indenture, made the seventh day of December, in the year of our Lord, one thousand eight hundred and sixty-three, between the Columbus and Indianapolis Railroad Company, a corporation of the state of Ohio, the party of the first part, and Archibald Parkhurst, of the city and state of New York, trustee for certain creditors, holders and owners of the bonds of said railroad company, party of the second part. Whereas, The Columbus, Piqua and Indiana Railroad Company, of the state of Ohio, was by a special charter, duly granted by the General As¬ sembly of the state of Ohio, duly, legally and fully made and created to be a corporation, and was, in pursuance of said charter, and the amend¬ ments thereto, duly organized as such corporation; and, therefore, became and was the owner and possessor of the railroad, property, franchises and appurtenances, hereinafter specifically set forth. And whereas, In and by the construction and equipment of said road, and the purchase of the right of way and of other matters appurtenant thereto, the said company became largely indebted, and as evidence of such indebtedness issued and delivered to divers persons, for valuable considerations, a large amount of bonds, and for the purpose of receiving the payment of the same with the interest thereon, made, executed, recorded and delivered several mortgages upon said road, property and appurtenances. And whereas, the said railroad company afterward being unable to pay such bonds, and being in default therein, suit at law for the recovery of said unpaid money and to foreclose the said mortgages, was duly instituted in the Court of Common Pleas of Franklin county, Ohio, by George S. Coe, the trustee named and appointed in said mortgages against the said lailroad company and others, and so prosecuted, that by the decree of said court rendered in said suit, the said railroad com¬ pany was ordered and adjudged to pay a large sum of money; and in default of said payment, that the said railroad, property and franchises should be sold to pay the same. . And whereas, during the pendency of said suit, on the nth day of April, 1861, an act was passed by the General Assembly of the state of Ohio, entitled “ An act to regulate the sale of CORPORATE HISTORY. 373 railroads and the reorganization of the same,” under and by virtue of which act, and in pursuance thereof, the creditors and stockholders of the said railroad company did enter into a plan and agreement for the reorganization of said railroad company and the liquidation of the debts thereof, and for the issuing of new bonds, and the making of new mort¬ gages on said property, and the payment of the bonds and stock thereof with new bonds and stock, as by reference to said agreement, on file among the records of said court, will more fully appear, and did there¬ after, as provided by said act, file said agreement in said court in the suit and proceedings against said company aforesaid; and thereupon the said court, in pursuance of said act, did order the said railroad, property and franchises to be sold and appointed a special master commissioner to make such sale. And afterward the said master commissioner did sell the same to the trustees of the parties to said agreement, and after¬ ward, in due form of law, a meeting of the said parties was duly held and the said Columbus, Piqua and Indiana Railroad Company was duly reorganized in pursuance of the act of the General Assembly of the state of Ohio, aforesaid, under and with the name of the Columbus and In¬ dianapolis Railroad Company, the party of the first part to these presents; and after such reorganization, the full, entire and perfect title to said railroad, property, franchises and appurtenances was in due form of law conveyed and assured to the parties of the first part; all of which will more fully and at large appear by reference to the proceedings of the Court of Common Pleas of Franklin county, .Ohio, in the suit and pro¬ ceeding aforesaid, and by all of which it is that the party of the first part is a corporation, duly formed and organized and constituted by law, and is duly and legally vested with the title to and ownership in the railroad, property and franchises, formerly known as the Columbus, Piqua and Indiana Railroad, with all its appurtenances and property, and all the franchises formerly owned by the Columbus, Piqua and Indiana Railroad Company, by purchase thereof, made at the judicial sale thereof by the Court of Common Pleas of Franklin county, Ohio, aforesaid, after due and legal proceedings had in said court, and full payment of the purchase money thereof; and confirmation of the sale and purchase aforesaid by said court. And whereas, for the purpose of carrying out the said re¬ organization, as provided for by the agreement of the parties to said plan of reorganization as aforesaid, and for the purpose of paying off and satisfying certain liens and claims existing against the said railroad and property created by the court to complete the western division of said road and equip the same, and which liens and claims, it was provided by said decree of said court and said agreement of reorganization, that said property, or the proceeds of the sale thereof, should be held liable and bound to pay; and also for the purpose of paying certain bonds formerly given by the said Columbus, Piqua and Indiana Railroad Com¬ pany and secure by a first mortgage on said property, which by said agreement of reorganization and by the consent of the parties therein interested, it was also provided should be thus paid; and also for the purpose of paying the expenses of the trust created by said agreement of reorganization and the costs and charges of the proceedings at law, 374 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. and other expenses necessarily incurred and to be incurred to com¬ pletely reorganize said railroad company, and make it valuable to the parties interested in it under such reorganization; the said party of the first part have resolved to make, and under and by virtue of said agree¬ ment of reorganization and proceeding thereunder, and under and by virtue of the act of the General Assembly of the state of Ohio, passed April ii, 1861, aforesaid, are authorized and required to make, issue, use, dispose of and deliver bonds of two classes, but secured by the same mortgage in the form and amounts hereinafter named and specified, to wit: The first class of said bonds to be preferred and have priority of lien upon said property, road and franchises of every kind, now acquired or to be hereafter acquired, both real and personal, and to be known and designated as “ Preferred first mortgage bonds,” and to amount in the aggregate to a sum not exceeding $260,000, and to be all of the same tenor and effect, to be all dated on the first day of December, 1863, and payable at the expiration of twenty years thereafter, in the city of New York, to bear interest at the rate of seven per centum per annum, pay¬ able semi-annually in the city of New York, and to be equally and ratably secured by this mortgage and according to their respective amounts to be entitled to the special preferred lien herein established in their favor over all other liens on said railroad property and franchises, and which preferred first mortgage bonds are in the form following: United States of America. No. -. • State of Ohio. $1000. The Columbus and Indianapolis Railroad Company. Preferred First Mortgage Bond. Know all men by these presents, That the Columbus and Indianapolis Railroad Company is indebted to William D. Thompson, of the qity of New York, or bearer, in the sum of one thousand dollars, lawful money of the United States, which the said company promises to pay to him or to the bearer hereof, on the first day of January, in the year one thou¬ sand eight hundred and eighty-four, in the city of New York, with interest thereon at the rate of seven per centum per annum, payable semi-annually in the city of New York, on the first days of July and January of each year, on the presentation and surrender of the cou¬ pons hereto annexed, as they severally become due; and in case of the non-payment of any half-yearly installment of interest which shall have become payable and shall have been demanded, if such default shall continue for six months after the maturing of the said installment, the principal of this bond shall become due in the manner and with the effect specified in the deed of trust securing such payment. This bond is one of an issue of not exceeding $260,000, and has a special preferred first lien on all of the railroad, property, equipments and franchises of the said company as mentioned in the deed of trust securing its payment. The owner of this bond, who shall have been such for twenty days before any meeting or election of said railroad company to be held or made by its creditors and stockholders, will be entitled to cast one vote for every $50 of the amount thereof, at any such meeting or election, either in CORPORATE HISTORY. 375 person or by proxy; such meeting or election and notice thereof, and voting thereat, being controlled and managed and made as the board of directors of said company shall by rules provide, and accord¬ ing to law. This bond shall be transferable by delivery, or it may be registered as to its ownership on a register to be kept by the company; and being so registered it shall then be transferable only on the books of the company until released from such registry on said books by its owner. This bond shall not become obligatory until it shall have been authenticated by a certificate annexed to it duly signed by the trustee. In witness whereof, the said railroad company have caused their cor¬ porate seal to be hereunto affixed, and the same to be attested by the signatures of their president and secretary, and have also caused the coupons hereto annexed to be signed by their secretary this first day of December, in the year of our Lord, eighteen hundred and sixty-three. ( United States Revenue ) - , President. ( Stamp, 50 cents. ) -, Secretary. And whereas, The said railroad company, also, in further consideration of the payments and liabilities to be made and discharged by them under the agreement of reorganization aforesaid, and the laws of the state of Ohio aforesaid, resolved to make and are authorized to make and issue a further amount of bonds, designated as first mortgage bonds, not to exceed in the aggregate the sum of seven hundred and forty thousand dollars, all of the same form, tenor and effect, but of different denomina¬ tions; and all bearing the same date, maturing at the same time, and bearing the same interest, payable at the same place and in the same manner as the preferred first mortgage bonds aforesaid, but holding a lien on the said railroad, property, franchises, equipments and appur¬ tenances, subsequent to the said sum of $260,000 of preferred mortgage bonds as aforesaid. Now, therefore, this indenture witnesseth, that the parties of the first part, for and in consideration of the premises, and of the sum of one dollar to them in hand paid by the party of the second part, the receipt whereof is hereby acknowledged, and in order to secure the payment of the principal and interest of the bonds aforesaid, and in their respective classes aforesaid; and so that each class may be required to be paid separately, in all respects, as if each class was alone hereby secured; issued or to be issued as herein recited and provided, and every part of the said principal and interest, as the same shall become payable accord¬ ing to the tenor of the said bonds, and of the coupons thereto annexed; have granted, bargained and sold, and do by these presents, grant, bar¬ gain, sell, convey and transfer to the party of the second part, and to his successor in said trust and assigns, all the right, title and interest of the party of the first part; acquired in any and all manners whatever, and especially acquired by the agreement of reorganization, and by the reorganization thereunder, and under the act of the General Assembly of the state of Ohio, passed April 11, 1861, aforesaid, and by the pur¬ chase thereof, under the decree of the Court of Common Pleas of Frank¬ lin county, Ohio, aforesaid, and by any conveyance thereof made by 37 ^ PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the special master commissioner of said court, of, in and to all and singular the railroad extending from Columbus, Ohio, to Union City, Indiana, a distance of one hundred and two and one-half miles and heretofore known as the Columbus, Piqua and Indiana Railroad, in¬ cluding all the railway, rights of way, sidings, depot grounds and other lands; and all depots, station houses, engine houses, car houses, freight houses, wood houses and other buildings, and all machine shops and other shops held and acquired for use in connection with said rail¬ road, or the business thereof; and also all locomotives, engines, tenders, cars and other rolling stock and equipments, and all machinery, tools, implements, fuel and material for the constructing, repairing, operating or replacing said road or its rolling stock, or any part thereof, or of any of the same, or its appurtenances; and also all franchises connected with said railroad, or relating thereto, or to the construction, use or maintenance and operation thereof, including the franchise to be a cor¬ poration, and all the property, franchises, rights and things of whatever name or nature, owned, held and possessed by the party of the first part, together with all and singular the tenements and appurtenances thereunto belonging, or in any wise appertaining, and the reversions, remainders, rents, issues, tolls, incomes and profits thereof; and also all the estate, right, title, interest, property, possession, claim and demand whatsoever, in law or in equity of the parties of the first part of, in, to, or out of the same, and any and every part thereof, with the appurtenances. To have and to hold the above described premises, railroad, property and fran¬ chises, with the appurtenances, to him, the said party of the second part, and to his successors in said trust or assigns, to the only proper use, benefit and behoof of the said party of the second part, and his successors and assigns, in trust, nevertheless, for the purposes herein expressed, namely: Article. 1. Until default shall have been made by the party of the first part in the payment of principal or interest of the said bonds, or some of them, or until default shall have been made in respect to some thing herein required to be done by the party of the first part, the said party of the first part shall be suffered and permitted to possess, manage, operate and enjoy the said railroad, property, franchises, equipments and appurtenances, and to renew, replace and repair, or exchange the same or any of them, and to take and use the rents, issues, tolls, incomes and profits thereof, and to dispose of the same in any manner not in¬ consistent with this instrument. Art. 2. In case default shall be made in the payment of any interest on any of the aforesaid bonds, issued or to be issued, according to the tenor of the coupons thereto annexed or of the provisions hereof, or in case default shall be made in the payment of the principal of such bonds or any of them, when the same shall become due; if such default shall continue for the period of six months, it shall be lawful for the party of the second part or his successor, as such trustee, personally or by his agent or attorney, to enter into and upon all and singular the premises hereby conveyed, or intended so to be, and each and every part thereof, and to have, hold and use the same, operating by his or their CORPORATE HISTORY. 377 superintendents, managers, receivers, servants or agents, the said rail¬ road and property, and conducting the business thereof, and exercising the franchises pertaining thereto, and making, from time to time, all repairs and replacements, and such useful alterations and additions and improvements thereto as may seem to him or them to be judicious, and to collect and receive all tolls, freights, incomes, rents, issues and profits of the same and every part thereof, and after deducting the expenses of operating the said railroad, and conducting its business, and of the repairs, replacements, alterations, additions and improvements; and all payments which may be made for taxes, assessments, charges or liens prior to the lien of these presents upon the said premises or any part • thereof, as well as a proper compensation for his own services, to apply the money so arising as aforesaid, to the payment of interest in the order in which such interest shall have become or shall become, due, ratably to the persons holding the coupons for such interest, and after paying all interest which shall have become due, to apply the same to the satis¬ faction of the principal of the aforesaid bonds, which may be at the time unpaid, ratably and without discrimination or preference in and to the class of such bonds to which the same may be applicable; first applying said money to pay the interest on said class of $260,000 preferred first mortgage bonds, and when such interest shall have been paid, then applying said money to the payment of the interest on said class of $740,000 said first mortgage bonds in manner aforesaid. Art. 3. In case default shall be made as aforesaid and shall continue as aforesaid, it shall be lawful for the party of the second part, or his successor as such trustee, after entry as aforesaid or other entry, person¬ ally or by his agent or attorney, to sell and dispose of all and singular the premises hereby conveyed or intended so to be, at public auction, in the city of Columbus, Ohio, at such time as he may appoint, having first given notice of the time and place of sale by advertisement, pub¬ lished once a week for six weeks in one newspaper of good circulation, published in the city of New York, one other published in the city of Philadelphia, and one other published in Columbus, Ohio; and to ad¬ journ said sale from time to time, in his discretion, and if so adjourning it, to make such sale, without further notice at the time and place to which the same may be so adjourned; and upon such sale to make and deliver to the purchaser thereof, good and sufficient deed or deeds in law for the same in fee simple, which sale made as aforesaid shall be a perpetual bar, both in law and equity, against the parties of the first part, and all other persons lawfully claiming or to claim the said premises or any part thereof, by, from, through or under them or any of them; and after deducting from the proceeds of such sale just allowances for all expenses of the same, and all advances of liabilities which may have been made or incurred by said trustee in operating or maintaining the said railroad and property, or in managing its business while in possession and arranging for and completing the sale thereof, and all payments for taxes, assessments, charges or liens, prior to the lien of these presents, on the said premises or any part thereof, as well as compensation for his own services, to apply the proceeds of such sale to the payment of 37 § PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the principal and interest of such of said bonds as may at that time be unpaid, whether or not the same shall have previously become due, first paying in full the principal and interest unpaid, on the said issue of $260,000, of preferred first mortgage bonds and thereafter paying and satisfying the said issue of $740,000 of first mortgage bonds; and if such proceeds of said sale shall be insufficient, when so applied in that order to pay any class of such bonds, then to apply and pay the same, as applicable to such class, ratably and in proportion to the whole of such class, and if after paying and satisfying both of said classes of bonds, any surplus shall remain, to hold the same for the benefit of the party of the first * part, to be paid and applied according to law, to the payment and satis¬ faction of any liens and liabilities of said railroad company and property subsequent or inferior hereto, or in such other manner as any court of competent jurisdiction shall order. And it is hereby declared that the receipt of said party of the second part, as such trustee, shall be a suffi¬ cient discharge to the purchaser of the premises for the purchase money, and that such purchaser shall not, after payment and having such receipt, be liable or in any way bound to see said purchase money applied to this trust or otherwise, or in any manner answerable for any loss or misapplication, or non-application thereof, or obliged to inquire into the necessity, expediency or authority of or for any such sale. Art. 4. At any sale of the property aforesaid, or any part thereof, whether made by virtue of the power herein granted or by judicial authority, the said party of the second part and his successor, as such trustee, may bid for and purchase, or cause the same to be bid for and purchased, the property so sold, or any part of it, in behalf of the holders of the bonds secured by this deed then outstanding, or in behalf of either class of said bonds, in proportion to the respective interests of such bond¬ holders in their respective classes at a reasonable price if only a part of said property be sold, but if the whole of said property be sold, at a price not exceeding the whole amount of both classes of the said bonds out¬ standing, with the interest accrued thereon. Art. 5. If default shall be made by the party of the first part in the payment of any half-year’s interest on any of the aforesaid bonds, without the consent of the holder of such bonds at the time and in the manner provided in the coupon issued therewith, the said coupon having been presented and the payment thereof demanded, and such default shall have continued for six months, then and thereupon the principal of all the bonds hereby secured shall, at the election of the party of the second part or his successor, become immediately due and payable, anything in said bond contained to the contrary notwithstanding; but a majority in interest of the holders of such bonds, of both classes, or of either class affected, may, in writing or by a vote of a meeting to be held for that purpose, instruct said trustee to declare said principal due; or to waive such dec¬ laration, or to extend the time for such payment of interest, and provide and have an interest bond issued therefor, retaining a lien of the cou¬ pons or may reverse or annul any declaration or election as to the same, made by such trustee therefore. Art. 6. The said Columbus and Indianapolis Railroad Company shall, CORPORATE HISTORY. 379 from time to time, and at all times hereafter, as often as thereunto re¬ quested by said party of the second part or his successors or assigns, as such trustee, execute, deliver and acknowledge such further deeds, con¬ veyances and assurances in the law, for the better securing of the said bonds upon the trusts herein expressed, on the said railroad, equipments, property, franchises and appurtenances hereinbefore mentioned, or in¬ tended so to be, and all other things whatsoever, which may hereafter be acquired for use, in connection with the same or any part thereof. Art. 7. The said party of the second part shall have full power, upon the written request of the party of the first part, either alone or in con¬ junction with the party of the first part, to convey by deed in fee simple, release or otherwise, any lands or buildings not longer useful to said railroad, and not needed for its maintenance or operation, or right of way or track, or buildings or shops, and which the said company may deem it expedient to disuse or to exchange for other useful and valuable lands, and such conveyance of any such land or buildings by said party of the second part, in manner aforesaid, and on request as aforesaid, shall forever release the same so conveyed from the lien or effect of this mortgage, and entitle the grantee thereof to hold the same free and clear from any charge, claim or lien created or made by these presents, and any land or property acquired by the said party of the first part, by any such change or in consideration of or for any such conveyance, shall be deemed, taken, held and bound as part and parcel of the property conveyed by the party of the first part by these presents, and subrogated herein in place and stead of the land and property so released, and if need be, conveyed to the party of the second part for that purpose. Art. 8. If the said Columbus and Indianapolis Railroad Company shall well and truly pay the sums of money herein required to be paid by them, and all interest thereon at the times and in the manner herein specified, and shall well and truly keep and perform all the things herein required to be kept and performed by said company, according to the true intent anil meaning of these presents, then and in that case these presents and all the estate, right, title, interest, power and authority of the party of the second part, and his successors or assigns in the trust hereby created, and in and over the railroad, property, equipments, franchises and appur¬ tenances herein specified, shall cease, determine and become wholly void and of no effect. Art. 9. The said railroad company shall at all times hereafter keep a book at their office, designated as the voting register of creditors and stockholders. Each holder of any bond or other creditor, shall be entitled to have his name and address and the number and denomination of bonds and claims held by him entered on a register at any time by the production of such bonds or claims, or satisfactory evidence of his ownership thereof. Every holder of any bond hereby secured shall be entitled to cast one vote for every $50 of the bond held by him at any meeting or election of said railroad company, but such vote shall be cast only by the legal owner of such bond or claim, either absolutely or in trust at the time of such meeting or election, and who shall have been such owner for more than twenty days theretofore, and upon satisfactory 380 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. evidence thereof to the judges of such meeting or election registry evi¬ dence thereof on the book of said company, and such owner shall have the right to cast such vote either in person or by proxy. Provided, that the boa-rd of directors of said company shall have power to make and establish any and all needed by-laws, rules and regulations to govern such voting and of registering of bonds, and of conduct of meeting and elections and the notices therefor, as to them shall seem expedient, not in any case depriving any actual owner of any bond offering to vote thereon, of his right ^ so to vote at any meeting or election, and in all cases regulating such voting and right to vote strictly in accordance with the provisions of the act of the General Assembly of the state of Ohio, passed April 11, 1861, before referred to. Art. 10. It is hereby declared and agreed, that it shall be the duty of the party of the second part, as such trustee, or of his successors in said trust, to exercise the power of entry or the power of sale hereby granted or both; or to proceed by suit or suits at law or in equity to enforce the rights of .the bondholders in the several cases of default herein speci¬ fied, in the manner and subject to the qualifications herein expressed, upon the requisition of the bondholders, herein required, as follows: First. If the default be as to interest or principal of any of the preferred first mortgage bonds, and such interest or principal of said bonds so defaulted upon and remaining unpaid be not advanced and paid by any parties in interest, in liens upon said railroad and property, subsequent and inferior to such unpaid preferred, first mortgage bonds upon a requi¬ sition in writing, signed by the holders of one hundred thousand dollars, of such bonds, and a proper indemnification by the said holders to such trustee against the costs and charges to be by him incurred; it shall be the duty of said trustee to enforce the rights of the bondholders under these presents by entry or sale or suit in equity, or at law, as he shall deem most expedient for the interest of all the holders of the said unpaid bonds; but such trustee herein shall be subject to the direction of a majority in interest of the holders of such preferred first mortgage bonds as to waiving such default or as to any other action therein. Second. If the default shall be as to interest or principal of any of the first mortgage bonds of the issue limited to seven hundred and forty thousand dollars, upon a requisition signed by the holders of three hundred and seventy thousand dollars of said bonds so defaulted upon, and on proper indem¬ nification as aforesaid, the duty of said trustee shall be the same, and subject to the same restrictions and directions as specified in the pre¬ ceding subdivision of this article; and as is declared for the contingen¬ cies therein mentioned, and subject to like authority on the part of the holders of a majority in interest of the said first mortgage bonds. And if such default shall be of interest or principal of said first mortgage bonds, and there shall not be at the time any default in respect to the interest or principal of the said preferred first mortgage bonds, or if at any time before any sale of the premises hereby conveyed because of any default as to such preferred first mortgage bonds, or as to any default in any respect other than as to matters specified in the first clause oi this article, upon payment by any lienholders of any unpaid CORPORATE HISTORY. 381 interest or principal due and unpaid, on such preferred first mortgage bonds, if any such be due and unpaid, then and in all such cases, the sale of the premises aforesaid shall be made subject to the prior lien of said preferred first mortgage bonds; and if by default for which such sale was made the principal of such preferred first mortgage bonds would have become due, the provisions of these presents, whereby such prin¬ cipal of said bonds would become due, shall be and is hereby suspended until another default shall occur. Art. 11. The word “trustee,” as used herein, shall be construed to mean in all cases the party of the second part and his successor or successors in said trust. And it is mutually agreed that such trustee shall not in any manner be individually responsible for any loss, damage, or injury to said railroad and property, when the same may be in his possession, or under his control, but shall only be required and held to exercise reasonable care and discretion in the appointment of his agents and employees, and in performance of any other act or acts, required of him by these presents. That in the case of the death, resignation, or disability to act of said trus¬ tee, a majority of the holders of the bonds of said railroad company secured by this trust may appoint a new trustee as his successor; or before any such appointment shall have been made, the holders of the bonds hereby secured to the amount of $100,000, or the party of the first part, may apply to the Court of Common Pleas of Franklin county, Ohio, for an appointment of such new trustee; and said court shall be and is hereby authorized to make such appointment. And upon any such appoint¬ ment, made in either manner, or any subsequent appointment of trustee, all the power, authority, rights, title, estate, interest and control by these presents, vested in the party of the second part as such trustee, shall be and the same are hereby vested in such new appointee to all intents and purposes, and with all rights and interests necessary for such new trustee, and to enable him to execute the trust, and without any further assur¬ ance or'conveyance whatever; and no vacancy in said trusteeship shall in any manner prejudice or injure, or destroy, or decrease the estate, property and appurtenances hereby conveyed in trust for the purpose of securing the bonds aforesaid, or any of them; or in any way affect, or injure, or terminate said trust, or release the premises hereby conveyed, from the liens, liabilities and payments herein made and provided for, in any respect whatever. In witness whereof, the said party of the first part has caused its cor¬ porate seal to be hereto affixed, and the same for the full and complete ex¬ ecution hereof, by said Columbus and Indianapolis Railroad Company and in its behalf to be signed by the president of said company, and attested by the signature of their secretary, the day and year aforesaid. The Columbus and Indianapolis Railroad Company, By BENJ. E. SMITH, President. THOMAS MOODIE, Secretary. Witness: WM. FERSON, WM. T. BRUSH. I Seal of the Columbus and Indianapolis Railroad Company, Ohio. 382 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. The bonds secured by this mortgage being stamped as by special direction of the commissioner of internal revenue made in this case, no stamp is required on the mortgage. Duly acknowledged before Thos. M. Dye, notary public, Franklin county, Ohio, December 9, 1863. Recorded, Champaign county, Ohio, December 17, 1863, Mortgage Record F, page 421; Franklin county, Book 20, page 40. SECOND MORTGAGE. Columbus and Indianapolis Railroad Company to Joseph T. Thomas, Trustee. Dated December 10, 1863. Securing $400,000 bonds, dated December 1, 1863, payable January 1, 1884, bearing 7 per cent, interest. This indenture, made the tenth day of December, in the year of our Lord, one thousand eight hundred and sixty-three, between the Colum¬ bus and Indianapolis Railroad Company, a corporation of the state of Ohio, the party of the first part, and Joseph T. Thomas, of Philadelphia, in the state of Pennsylvania, trustee for certain creditors, holders and owners of the bonds of said railroad company, party of the second part. Whereas, The Columbus, Piqua and Indiana Railroad Company, of the state of Ohio, was by special charter duly granted by the General As¬ sembly of the state of Ohio, duly, legally and fully made and created to be a corporation, and was, in pursuance of said charter and the amend¬ ments thereto, duly organized as such corporation; and therefore became and was the owner and possessor of the railroad, property, franchises and appurtenances hereinafter specifically set forth. And whereas, in and by the construction and equipment of said road, and the purchase of the right of way, and of the matters appurtenant thereto, the said company became largely indebted; and as evidence of such indebtedness, issued and delivered to divers persons, for valuable considerations, a large amount of bonds, and for the purpose of securing the repayment of the same, with the interest thereon, made, executed, recorded and delivered several mortgages upon said road, property and appurtenances; And whereas, The said railroad company, afterward being unable to pay such bonds, and being in default therein, suit at law for the recovery of said unpaid money, and to foreclose the said mortgages, was duly instituted in the Court of Common Pleas, of Franklin county, Ohio, by George S. Coe, the trustee named and appointed in said mortgages, against the said railroad company and others, and so presented that by the decree of said court, rendered in said suit, the said railroad company was ordered and adjudged to pay a large sum of money, and in default of said payment, that the said railroad, property and franchises should be sold to pay the same. And whereas, during the pendency of the said suit, on the nth day of April, 1861, an act was passed by the General Assembly of the state of Ohio, entitled “ An act to regulate the sale of CORPORATE HISTORY. 383 railroads and the reorganization of the same,” under and by virtue of which act, and in pursuance thereof, the creditors and stockholders of the said railroad company did enter into a plan and agreement for the reorganization of said railroad company, and the liquidation of the debts thereof, and for the issuing of new bonds, and the making of new mort¬ gages on said property, and the payment of the bonds and stock thereof, with new bonds and stock, as by reference to said agreement on file among the records of said court will more fully appear; and did there¬ after, as provided by said act, file said agreement in said court, in the suit and proceeding against said company aforesaid, and thereupon the said court, in pursuance of said act, did order the said railroad, property and franchises to be sold, and appointed a special master commissioner to make such sale. And afterward the said master commissioner did sell the same to the trustees of the parties to said agreement, and after¬ ward, in due form of law, a meeting of the said parties was duly held, and the said Columbus, Piqua and Indiana Railroad Company was duly reorganized in pursuance of the act of the General Assembly of the state of Ohio, aforesaid, under and with the name of the Columbus and In¬ dianapolis Railroad Company, the parties of the first part to these pres¬ ents: And after such reorganization the full, entire and perfect title to said railroad, property, franchises and appurtenances was in due form of law conveyed and assured to the parties of the first part; all of which will more fully and at large appear by reference to the proceedings of the Court of Common Pleas of Franklin county, Ohio, in the suit and pro¬ ceeding aforesaid; and by all of which it is, that the party of the first part, is a corporation duly formed and organized and constituted by law, and is duly and legally vested with the title to and ownership in the railroad, property and franchises formerly known as the Columbus, Piqua and Indiana Railroad Company, by purchase thereof, made at the judicial sale thereof, by the Court of Common Pleas of Franklin county, Ohio, aforesaid, after due and legal proceeding had in said court, and full payment of the purchase money thereof and confirmation of the sale and purchase aforesaid by said court. And whereas, for the purpose of carrying out the said reorganization, as provided for by the agreement of the parties to said plan of reorganization as aforesaid, and for the purpose of paying off and satisfying certain liens and claims existing against said railroad and property, created by the court to complete the western division' of said road and equip the same, and which liens and claims, it was provided by said decree of said court and said agreement of reorganization, that said property, or the proceeds of the sale thereof, should be held liable and bound to pay: and also, for the purpose of paying certain bonds formerly given by the said Columbus, Piqua and Indiana Railroad Company, and secured by mortgage on said property, which by said agreement of reorganization, and by the consent of the parties therein interested, it was also provided should be thus paid; and also, for the purpose of paying the expenses of the trust created by said agreement of reorganization and the costs and charges of the proceedings at law, and other expenses necessarily incurred and to be incurred to complete by reorganization said railroad company and make it valuable 384 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. to the parties interested in it under said reorganization; the said party of the first part have resolved to make, and under and by virtue of said agreement of reorganization, and proceeding thereunder, and under and by virtue of the act of the General Assembly of the state of Ohio, passed April 11, 1861, aforesaid, are authorized and required to make, issue, use, dispose of and deliver bonds, of several classes, namely, preferred first mortgage bonds and first mortgage bonds, in the aggregate not exceed¬ ing one million of dollars, and which have a priority of lien upon said property, road and franchises of every kind, now acquired or to be here¬ after acquired, both real and personal; and also second mortgage bonds, not exceeding, in the aggregate, the sum of four hundred thousand dollars, to be all dated on the first day of December, 1863. and payable at the expiration of twenty years thereafter, in the city of New \ ork, to bear interest at the rate of seven j)er centum per annum, payable semi-annu¬ ally in the city of New York; and which said second mortgage bonds are in the form following: No. -. United States of America. $-. State of Ohio. The Columbus and Indianapolis Railroad Company. Second Mortgage Bond. Know all men by these presents, That the Columbus and Indianapolis Railroad Company is indebted to William D. Thompson, of the city of New York, or bearer, in the sum of dollars, lawful money of the United States, which the said company promises to pay to him, or the bearer hereof, on the first day of January, in the year one thousand eight hundred and eighty-four, in the city of New York, with interest thereon at the rate of seven per centum per annum, payable semi-annu¬ ally, in the city of New York, on the first days of July and January of each year, on the presentation and surrender of the coupon hereto an¬ nexed, as they severally become due; and in case of the non-payment of any half-yearly installment of interest which shall have become payable and shall have been demanded, if such default shall continue for six months after the maturity of the said installment, the principal of this bond shall become in the manner and with the effect specified in the deed of trust securing such payment. This bond is one of an issue of not exceeding $400,000, and has a lien on all the railroad property, equip¬ ments and franchises of the said company, as mentioned in the deed of trust securing its payment, subject to prior liens not exceeding $1,000,000. The owner of this bond, who shall have been such for twenty days be¬ fore any meeting or election of said railroad company to be held or made by its creditors and stockholders, will be entitled to cast one vote for every $50 of the amount thereof, at any such meeting or election, either in person or by proxy; such meeting or election and notice thereof, and voting thereat, being controlled and managed and made as the board of directors of said company shall by rules provide and according to law. This bond shall be transferable by delivery, or it may be registered as to its ownership on a register to be kept by the company; and being so reg¬ istered, it shall then be transferable only on the books of the company CORPORATE HISTORY. 385 until released from such register on said books by its owner. This bond shall not become obligatory until it shall have been authenticated by a certificate annexed to it duly signed by the trustee. In witness whereof, the said railroad company have caused their cor¬ porate seal to be hereto affixed and the same to be attested by the sig¬ nature of their president and secretary, and have also caused the coupons hereto annexed to be signed by their secretary, this first day of De¬ cember, in the year of our Lord eighteen hundred and sixty-three. j U. S. Revenue Stamp, I B. E. SMITH, President. } 50 cents. j [seal] THOMAS MOODIE, Secretary. Now, therefore, this indenture witnesseth, That the parties of the first part, for and in consideration of the premises, and the sum of one dollar to them, in hand paid by the party of the second part, the receipt whereof is hereby acknowledged, and in order to secure the payment of the prin¬ cipal and interest of the second mortgage bonds aforesaid, issued or to be issued as herein recited and provided, and every part of the said principal and interest as the same shall become payable according to the tenor of said bonds and of the coupons thereto annexed; have granted, bargained, and do by these presents grant, bargain, sell, convey and transfer to the party of the second part, and to his successor in said trust and assigns, all the right, title and interest of the party of the first part; acquired in any and all manners whatever, and especially acquired by the agreement of reorganization and by the reorganization thereunder and under the act of the General Assembly of the state of Ohio, passed April 11, 1861, aforesaid, and by the purchase thereof under the decree of the Court of Common Pleas of Franklin county, Ohio, aforesaid, and by any conveyance thereof made by the master commissioner of said court, of, in and to all and singular the railroad extending from Colum¬ bus, Ohio, to Union City, Indiana, a distance of two hundred and two and one-half miles, and heretofore known as the Columbus, Piqua and Indiana Railroad, including all the railway, rights of way, sidings, depot grounds and other lands, and all depots, station houses, engine houses, car houses, freight houses, wood houses and other buildings, and all machine shops and other shops, held and acquired for use in connection with said railroad or the business thereof; and also all locomotives, en¬ gines, tenders, cars, and other rolling stock and equipments; and all machinery, tools, implements, fuel and material for the constructing, re¬ pairing, operating or replacing said road, or its rolling stock or any part thereof or of any of the same, or its appurtenances; and also all franchises connected with said railroad or relating thereto, or to the con¬ struction, use or maintenance and operation thereof, including the fran¬ chise to be a corporation, and all the property, franchises, rights and things of whatever name or nature, owned, held and possessed by the party of the first part; together with all and singular the tenements and appurtenances thereunto belonging, or in any wise appertaining, and the reversions, remainders, rents, issues, tolls, incomes and profits thereof; and also all the estate, right, title, interest, property, possession, claim and demand whatsoever, in law or equity, of the parties of the first part 25 386 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. of, in, to or out of the same, and any and every part thereof, with the appurtenances, but subject to the prior mortgage and liens thereon as aforesaid. To have and to hold the above described premises, railroad, property and franchises, with the appurtenances to him, the said party of the second part, and to his successor in said trust or assigns to the only proper use, benefit and behoof of the said party of the second part, and his successors and assigns; in trust, nevertheless, for the purposes herein expressed namely: Article 1. Until default shall have been made by the party of the first part in the payment of principal or interest of the said bonds, or some of them, or until default shall have been made, in respect to something herein required to be done by the party of the first part, the said party of the first part shall be suffered and permitted to possess, manage, operate and enjoy the said railroad, property, franchises, equipments and appurtenances and to renew, replace and repair, or exchange the same, or any of them, and to take and use the rents, issues, tolls, incomes and profits thereof and to dispose of the same, in any manner not inconsistent with this instrument. Art. 2. In case default shall be made in the payment of any interest on any of the aforesaid bonds, issued or to be issued, according to the tenor of the coupons thereto annexed, or of the provisions hereof; or in case default shall be made in the payment of the principal of such bonds, or any of them, when the same shall become due, if such default shall continue for the period of six months, it shall be lawful for the party of the second part, or his successors, as such trustee, personally, or by his agent or attorney, to enter into and upon all and singular the premises hereby conveyed, or intended so to be, and each and every part thereof; and to have, hold and use the same, operating by his or their superin¬ tendents, managers, receivers, servants or agents, the said railroad and property, and conducting the business thereof, and exercising the fran¬ chises pertaining thereto, and making from time to time all repairs and replacements, and such useful alterations and additions and improve¬ ments thereto, as may seem to him or them to be judicious, and to col¬ lect and receive all tolls, freights, incomes, rents, issues and profits of the same, and every part thereof, and after deducting the expenses of operating the said railroad and conducting its business and of the said repairs, replacements, alterations, additions and improvements; and all payments which may be made for taxes, assessments, charges or liens, prior to the lien of these presents, upon the said premises, or any part thereof, as well as a proper compensation for his own services, to apply the money so arising as aforesaid to the payment of interest, in the order in which such interest shall have become, or shall become due, ratably, to the persons holding the coupons for such interest; and after paying all interest which shall have become due, to apply the same to the satisfac¬ tion of the principal of the aforesaid bonds, which may be at that time unpaid, ratably and without discrimination or preference, in and to such bonds as the same may be applicable. Art. 3. In case default shall be made as aforesaid, and shall continue as aforesaid, it shall be lawful for the party of the second part or his sue- CORPORATE HISTORY. 387 cessor, as such trustee, after entry as aforesaid, or other entry, personally or by his agent or attorney, to sell and dispose of all and singular the premises hereby conveyed, or intended so to be, at public auction in the city of Columbus, Ohio, at such time as he may appoint, having first given notice of the time and place of sale, by advertisement, published once a week, for six weeks, in one newspaper of good circulation, pub¬ lished in the city of New York, one other published in the city of Phila¬ delphia, and one other published in Columbus, Ohio, and to adjourn said sale from time to time, in his discretion, and if so adjourning it, to make such sale, without further notice at the time and place to which the same may be so adjourned; and upon such sale to make and deliver to the purchasers thereof good and sufficient deed or deeds in law for the same in fee simple, which sale, made as aforesaid, shall be a perpetual bar both in law and equity against the parties of the first part, and all other persons lawfully claiming or to claim the said premises, or any part thereof, by, from, through or under them, or any of them; and after de¬ ducting from the proceeds of such sale, just allowances for all expenses of the same, and all advances or liabilities which may have been made or incurred by said trustee in operating or maintaining the said railroad and property, or in managing its business while in possession and arrang¬ ing for and completing the sale thereof, and all payments for taxes, assess¬ ments, charges or liens prior to the lien of these presents, on the said premises, or any part thereof, as well as compensation for his own services, to apply the proceeds of such sale to the payment of the prin¬ cipal and interest of such of said bonds as may at the time be unpaid, whether or not the same shall have previously become due, first paying in full the principal and interest unpaid on the said issue of preferred first mortgage bonds, and thereafter paying and satisfying the said issue of first mortgage bonds; if they or any of them be due and unpaid, and then to apply and pay the same on the bonds herein specified as second mortgage bonds, ratably and in proportion to the whole of the same; and if after paying and satisfying all said classes of bonds, any surplus shall remain, to hold the same for the benefit of the party of the first part, to be paid and applied according to law to the payment and satis¬ faction of any liens or liabilities of said railroad company and property subsequent or inferior hereto, or in such other manner as any court of competent jurisdiction shall order. And it is hereby declared that the receipt of said party of the second part, as such trustee, shall be a suffi¬ cient discharge to the purchaser of the premises for the purchase money, and that such purchaser shall not, after payment and having such receipts be liable or in any way bound to see said purchase money applied to this trust or otherwise in any manner for any loss or misapplication or non¬ application thereof, or obliged to inquire into the necessity, expediency or authority of or for any such sale. Art. 4. At any sale of the property aforesaid or any part thereof, whether made by virtue of the power herein granted, or by judicial authority, the said party of the second part and his successor, as such trustee, may bid for and purchase, or cause the same to be bid for and purchased, the property so sold, or any part of it. in behalf of the holders 388 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. of the bonds secured by this deed, then outstanding, or in behalf of either class of said bonds, in proportion to the respective interests of such bondholders in their respective classes, at a reasonable price, if only a part of said property be sold, but if the whole of said property be sold, at a price not exceeding the whole amount of both classes of the said bonds outstanding with the interest accrued thereon. Art. 5. If default shall be made by the party of the first part in the payment of any half-year's interest or any of the aforesaid bonds, with¬ out the consent of the holder of such bonds at the time and in the man¬ ner provided in the coupons issued therewith, the said coupon having been presented and the payment thereof demanded, and such default shall have continued for six months, then and thereupon the principal of all the bonds hereby secured shall, at the election of the party of the second part or his successor, become immediately due and payable, anything in said bond contained to the contrary notwithstanding; but a majority in interest of the holders of such bonds of both classes, or of either class effected, may, in writing or by a vote of a meeting to be held for that purpose, instruct said trustee to declare said principal due; or to waive such declaration, or to extend the time for such payment of interest, and provide and have an interest bond issued therefor, retaining this lien of the coupons, or may reverse or annul any declaration or election as to the same made by such trustee therefor. Art. 6. The said Columbus and Indianapolis Railroad Company shall, from time to time and at all times hereafter, or as often as thereunto re¬ quested by said party of the second part or his successor or assigns, as such trustee, execute, deliver and acknowledge all such further deeds, conveyances and assurances in the law for the better securing of the said bonds upon the trust herein expressed on the said railroad, equipments, property and franchises, and appurtenances hereinbefore mentioned, or intended so to be, and all other things whatsoever which may hereafter be acquired for use in connection with the same or any part thereof. Art. 7. The said party of the second part shall have full power upon the written request of the party of the first part, either alone or in con¬ junction, with the party of the first part, to convey, by deed in fee simple, release or otherwise, any lands or buildings not longer useful to said rail¬ road, and not needed for its maintenance or operation, or right of way or tracks or buildings, or shops, and which the said company may deem it expedient to disuse or to exchange for other useful or valuable lands, and such conveyance of any such land or buildings by said party of the second part in manner aforesaid, and on request as aforesaid shall forever release the same so conveyed from the lien or effect of this mortgage, and entitle the grantee thereof to hold the same free and clear from any charge, claim or lien created or made by these presents. And any land or property acquired by the said party of the first part by any such change, or in consideration of or for any such conveyance, shall be deemed, taken, held and bound as part and parcel of the property conveyed by the party of the first part by these presents and subrogated herein in place and stead of the land and property so released, and if need be, conveyed to the party of the second part for that purpose. CORPORATE HISTORY. 3^9 Art. 8. If the said Columbus and Indianapolis Railroad Company shall well and truly pay the sum of money herein required to be paid by them, and all interest thereon, at the times and in the manner herein specified, and shall well and truly keep and perform all the things herein required to be kept and performed by said company, according to the true intent and meaning of these presents, then and in that case these presents and all the estate, right, title, interest, power and authority of the party of the second part, and his successor or assigns in the trust hereby created, and in and over the railroad, property, equipments, fran¬ chises and appurtenances herein specified, shall cease, determine and be¬ come wholly void and of no effect. Art. 9. The said railroad company shall at all times hereafter keep a book at their office, designated as the voting register of creditors and stockholders. Each holder of any bond, or other creditor, shall be en¬ titled to have his name and address and the number and denomination of bonds and claims held by him entered on a register at any time by the production of such bonds or claims or satisfactory evidence of his owner¬ ship thereof. Every holder of any bond hereby secured shall be entitled to cast one vote for every $50 of the bond held by him at any meeting or election of said railroad company, but such vote shall be cast only by the legal owner of such bond or claim either absolutely or in trust, at the time of such meeting or election, and who shall have been such owner for more than twenty days therefor, and upon satisfactory evidence there¬ of to the judges of such meeting or election or registry evidence thereof, on the book of said company, and such owner shall have the right to cast such vote either in person or by proxy. Provided, that the board of directors of said company shall have power to make and establish any and all needed by-laws, rules and regulations to govern such voting and of registering of bonds, and of the conduct of meetings and elections and the notices therefor as to them shall seem expedient, not in any case depriving any actual owner of any bond offering to vote thereon of his right so to vote at any meeting or election, and in all cases regulating such voting and right to vote strictly in accordance with the provisions of the act of the General Assembly of the state of Ohio, passed April 11, 1861, before referred to. Art. 10. It is hereby declared and agreed that it shall be the duty of the party of the second part as such trustee, or of his successor in said trust, to exercise the power of entry or the power of sale hereby granted, or both; or to proceed by suit or suits at law, or in equity, to enforce the rights of the bondholders in the several cases of default herein speci¬ fied in the manner and subject to the qualifications herein expressed upon the requisition of the bondholders herein required, as follows: First. If the default be as to interest or principal of any of the said sum of $400,000 of second mortgage bonds, and such interest or principal of said bonds so defaulted upon and remaining unpaid be not advanced and paid by any parties in interest, in liens of said railroad and property subsequent and inferior to such unpaid secured mortgage bonds, upon a requisition in writing signed by the holders of two hundred thousand dollars of said bonds, and a proper indemnification by the said holders 390 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. to such trustee against the costs and charges to be by him incurred; it shall be the duty of said trustee to enforce the rights of the bondholders, under these presents, by entry or sale, or suit in equity or at law, as he shall deem most expedient for the interest of all the stockholders of the said unpaid bonds; but such trustee herein shall be subject to the direc¬ tion of a majority in interest of the holders of such second mortgage bonds, as to waiving such default or as to any other action therein. Second. If such default shall be of interest or principal of said second mortgage bonds, and there shall not be at the time any default in respect to the interest or principal of the said first mortgage bonds; or if at any time before any sale of the premises hereby conveyed because of any default as to such first mortgage bonds; or as to any default in any respect other than as to matters specified in the first clause of this article, upon payment by any lienholders of any unpaid interest due on such first mortgage bonds; if any such be due and unpaid, then, and in all such cases, the sale of the premises aforesaid shall be made subject to the prior lien of said first mortgage bonds; if any of such, of either class then remain unpaid. Art. n. The word ‘‘trustee,” as used herein, shall be construed to mean in all cases, the party of the second part and his successor or suc¬ cessors in said trust. And it is mutually agreed that such trustee shall not in any manner be individually responsible for any loss, damage or injury to said railroad and property when the same may be in his pos¬ session or under his control, but shall only be required and held to exer¬ cise reasonable care and discretion in the appointment of his agents and employees, and in the performance of any other act or acts required of him by these presents. That in case of the death, resignation or dis¬ ability to act of said trustee, a majority of the holders of the bonds of said railroad company, secured by this trust, may appoint a new trustee as his successor, or before any such appointment shall have been made, the holders of the bonds hereby secured to the amount of $100,000, or the party of the first part, may apply to the Court of Common Pleas of Franklin county, Ohio, for an appointment of such new trustee, and said court shall be and is hereby authorized to make such appointment. And upon any such appointment made in either manner or any subsequent appointment of trustee, all the power, authority, rights, title, estate, in¬ terest and control by these presents, vested in the party of the second part as such trustee, shall be and the same are hereby vested in such new appointee, to all intents and purposes and with all the rights and interest necessary for such new trustee and to enable him to execute the trust; and without any further assurance or conveyance whatever; and no vacancy in said trusteeship shall in any manner prejudice, or injure, or destroy, or decrease the estate, property and appurtenances hereby con¬ veyed in trust for the purpose of securing the bonds aforesaid, or any of them; or in any way affect or injure or terminate said trust or release the premises hereby conveyed, or the liens, liabilities and payments herein made and provided for, in any respect whatever. In witness whereof, the said party of the first part has caused its cor¬ porate seal to be hereto affixed and the same for full and complete execu- CORPORATE HISTORY. 391 tion hereof, by said Columbus and Indianapolis Railroad Company and in its behalf, to be signed by the president of said company and attested by the signature of their secretary, the day and year aforesaid. [L. S.] BENJ. E. SMITH, President. THOMAS MOODIE, Secretary. I accept the within trust. JOSEPH T. THOMAS. Witnesses: JOHN W. BRADLEY, W. FERSON. Recorded, Franklin county, Ohio, January 14, 1864, Record 20, page 130. SATISFACTION OF MORTGAGE. Philadelphia, Pa., December 4th, 1884. The four hundred thousand dollars bonds mentioned in the foregoing mortgage, with all coupons for interest thereon having been paid, and destroyed by burning in my presence, I hereby declare the original mortgage securing said bonds and coupons to be hereby released, satis¬ fied and discharged, and I hereby authorize such release, satisfaction and discharge to be entered upon the record of said mortgage in all the coun¬ ties of Ohio and Indiana in which said mortgage is recorded. Witness my hand and seal, this fourth day of December, in the year 1884. JOSEPH T. THOMAS, [seal] Witnessed by J. J. BROOKS, JNO. C. SIMS, Jr. Duly acknowledged before Jno. C. Sims, Jr., notary public, December 4, 1884. Power of Attorney, Joseph T. Thomas to Lucien L. Gilbert, Decem¬ ber 4, 1884, to Release Second Mortgage of Columbus and Indianapolis Railroad Company to Joseph T. Thomas, dated December 10, 1863. Whereas, The Columbus and Indianapolis Railroad Company, on the 10th day of December, in the year one thousand eight hundred and sixty- three, executed and delivered a mortgage or deed of trust to Joseph T. Thomas, as trustee, of the city of Philadelphia, state of Pennsylvania, to secure the payment of the bonds of said company to the amount of four hundred thousand dollars; and Whereas, The original mortgage above referred to cannot now be found, although diligent search has been made therefor; and Whereas, The four hundred thousand dollars of bonds aforesaid, which, on or about the date of their issue, were duly certified by me, have been paid, and have been reduced to ashes in my presence: Now, therefore, know all men by these presents, That I, Joseph T. 39 2 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Thomas, have made, constituted and appointed, and by these presents do make, constitute and appoint Lucien L. Gilbert, of the county of Allegheny, state of Pennsylvania, my true and lawful attorney, for me and in my name to appear at the offices of the various county recorders in the states of Ohio and Indiana, where said original mortgage or deed of trust is recorded, and there acknowledge upon the record of said mort¬ gage the payment and destruction of the bonds and coupons secured by said mortgage, and acknowledge satisfaction, release and discharge of said mortgage upon said record. And this shall be his sufficient warrant therefor. Witness my hand and seal this fourth day of December, 1884. JOSEPH T. THOMAS. Signed, sealed and delivered in the presence of: J. J. BROOKS, JNO. C. SIMS, Jr. Duly acknowledged before Jno. C. Sims, notary public, Philadelphia county, Pa., December 4, 1884. Satisfaction of mortgage recorded in Wayne county, Indiana, and in Darke, Miami, Champaign, Union, Madison and Franklin counties, Ohio, in December, 1884. THIRD MORTGAGE. Columbus and Indianapolis Railroad Company to Joseph T. Thomas, Trustee. Dated December 11, 1863. Securing $400,000 bonds, dated December 1, 1863, payable January 1, 1884, bearing 7 per cent, interest. This indenture, made the eleventh day of December, in the year of our Lord one thousand eight hundred and sixty-three, between the Columbus and Indianapolis Railroad Company, a corporation of the state of Ohio, the party of the first part, and Joseph T. Thomas, of Philadelphia, in the state of Pennsylvania, trustee for certain creditors, holders and owners of the bonds of said railroad company, party of the second part. Whereas, The Columbus, Piqua and Indiana Railroad Company, of the state of Ohio, was by special charter, duly granted by the General As¬ sembly of the state of Ohio, duly, legally and fully made and created to be a corporation; and was, in pursuance of said charter and the amend¬ ments thereto, duly organized as such corporation; and, therefore, be¬ came and was the owner and possessor of the railroad, property, fran¬ chises and appurtenances hereinafter specifically set forth. And whereas, In and by the construction and equipment of said road, and the purchase of the right of way, and of other matters appurtenant thereto, the said company became largely indebted; and as evidence of such indebtedness, issued and delivered to divers persons, for valuable considerations, a large amount of bonds, and for the purpose of securing the repayment of the same with the interest thereon, made, executed. CORPORATE HISTORY. 393 recorded, and delivered several mortgages upon said road, property and appurtenances. And whereas, The said railroad company afterward, being unable to pay such bonds, and being in default therein, suit at law for the recovery of said unpaid money, and to foreclose the said mortgages, was duly instituted in the Court of Common Pleas of Franklin county, Ohio, by George S. Coe, the trustee named and appointed in said mortgages, against the said railroad company and others, and so prosecuted that by the decree of said court rendered in said suit the said railroad com¬ pany was ordered and adjudged to pay a large sum of money; and in default of said payment, that the said railroad, property and franchises should be sold to pay the same. And whereas, During the pendency of said suit, on the nth day of April, 1861, an act was passed by the General Assembly of the state of Ohio, entitled “ An act to regulate the sale of railroads and the reor¬ ganization of the same,” under and by virtue of which act, and in pur¬ suance thereof, the creditors and stockholders of the said railroad com¬ pany did enter into a plan and agreement for the reorganization of said railroad company and the liquidation of the debts thereof, and for the issuing of new bonds, and the making of new mortgages on said prop¬ erty, and the payment of the bonds and stock thereof, with new bonds and stock, as by reference to said agreement, on file among the records of said court, will more fully appear; and did thereafter, as provided by said act, file said agreement in said court in the suit and proceeding against said company aforesaid, and thereupon the said court, in pursu¬ ance of said act, did order the said railroad, property and franchises to be sold, and appointed a special master commissioner to make such sale. And afterward the said master commissioner did sell the same to the trustees of the parties to said agreement, and afterward, in due form of law, a meeting of the said parties was duly held, and the said Columbus, Piqua and Indiana Railroad Company was duly reorganized in pursuance of the act of the General Assembly of the state of Ohio aforesaid, under and with the name of the Columbus and Indianapolis Railroad Company, the parties of the first part to these presents; and after such reorganiza¬ tion the full, entire and perfect title to said railroad, property, franchises and appurtenances was in due form of law conveyed and assured to the parties of the first part; all of which will more fully and at large appear by reference to the proceedings of the Court of Common Pleas of Frank¬ lin county, Ohio, in the suit and proceeding aforesaid; and by all of which it so is, that the party of the first part, is a corporation duly formed and organized and constituted by law, and is duly and legally vested with the title to and ownership in the railroad, property and fran¬ chises, formerly known as the Columbus, Piqua and Indiana Railroad, with all its appurtenances and property, and all the franchises formerly owned by the Columbus, Piqua and Indiana Railroad Company, by pur¬ chase thereof made at the judicial sale thereof by the Court of Common Pleas of Franklin county, Ohio, aforesaid, after due and legal proceed¬ ing had in said court, and full payment of the purchase money thereof, and confirmation of the sale and purchase aforesaid by said court. 394 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. And whereas, For the purpose of carrying out the said reorganization, as provided tor by the agreement of the parties to said plan of reorganiza¬ tion as aforesaid, and for the purpose of paying off and satisfying certain liens and claims existing against said railroad and property created by the court to complete the western division of said road and equip the same, and which liens and claims, it was provided by said decree of said court and said agreement of reorganization, that said property, or the proceeds of the sale thereof, should be held liable and bound to pay; and also for the purpose of paying certain bonds formerly given by the said Columbus, Piqua and Indiana Railroad Company, and secured by mortgage on said property, which by said agreement of reorganization, and by the consent of the parties therein interested, it was also provided should be thus paid; and also for the purpose of paying the expenses of the trust created by said agreement of reorganization and the costs and charges of the proceedings at law, and other expenses necessarily in¬ curred and to be incurred, to completely reorganize said railroad com¬ pany, and make it valuable to the parties interested in it under said reorganization; the said party of the first part have resolved to make, and under and by virtue of said agreement of reorganization and pro¬ ceeding thereunder, and under and by virtue of the act of the General Assembly of the state of Ohio, passed April n, 1861, aforesaid, are authorized and required to make, issue, use, dispose of and deliver bonds of several classes, namely, preferred first mortgage bonds, and first mortgage bonds in the aggregate not exceeding one million of dollars, and which have a priority of lien upon said property, road and fran¬ chises of every kind, now acquired or to be hereafter acquired, both real and personal; and also second mortgage bonds, not exceeding in the aggregate the sum of four hundred thousand dollars; and also third mortgage bonds, not exceeding in the aggregate the sum of four hun¬ dred thousand dollars, to be all dated on the first day of December, 1863, and payable at the expiration of twenty years thereafter, in the city of New York, to bear interest at the rate of seven per centum per annum, payable semi-annually in the city of New York; and which said third mortgage bonds are in the form following: No. -. United States of America. $-. State of Ohio. The Columbus and Indianapolis Railroad Company. Third Mortgage Bond. Know all men by these presents, That the Columbus and Indianapolis Railroad Company is indebted to William D. Thompson, of the city of New York, or bearer, in the sum of dollars, lawful money of the United States, which the said company promises to pay to him, or to the bearer hereof, on the first day of January, in the year one thousand eight hundred and eighty-four, in the city of New York, with interest thereon at the rate of seven per centum per annum, payable semi-annually in the city of New York on the first days of July and January of each year, on the presentation and surrender of the coupons hereto annexed, as they severally become due; and in case of CORPORATE HISTORY. 395 the non-payment of any half-yearly installment of interest which shall have become payable and shall have been demanded, if such default shall continue for six months after the maturity of the said installment, the principal of this bond shall become due in the manner and with the effect specified in the deed of trust securing such payment. This bond is one of an issue of not exceeding $400,000, and- has a lien on all of the railroad, property, equipments and franchises of the said company, as mentioned in the deed of trust securing its payment, subject to prior liens not exceeding $1,400,000. The owner of this bond, who shall have been such for twenty days before any meeting or election of said railroad company to be held or made by its creditors and stockholders, will be entitled to cast one vote for every $50 of the amount thereof, at any such meeting or election, either in person or by proxy; such meeting or election and notice there¬ of, and voting thereat, being controlled and managed and made as the board of directors of said company shall by rules provide, and according to law. This bond shall be transferable by delivery, or it may be reg¬ istered as to its ownership on a register to be kept by the company; and being so registered, it shall then be transferable only on the books of the company, until released from such registry, on said books, by its owner. This bond shall not become obligatory until it shall have been authenticated by a certificate annexed to it, duly signed by the trustee. In witness whereof, the said railroad company have caused their cor¬ porate seal to be hereto affixed, and the same to be attested by the sig¬ natures of their president and secretary, and have also caused the coupons hereto annexed to be signed by their secretary, this first day of December, in the year of our Lord eighteen hundred and sixty-three. B. E. SMITH, President. THOMAS MOODIE, Secretary. Now, therefore, this indenture witnesseth, That the parties of the first part, for and in consideration of the premises, and of the sum of one dollar to them, in hand paid by the party of the second part, the receipt whereof is hereby acknowledged, and in order to secure the payment of the principal and interest of the third mortgage bonds aforesaid, issued or to be issued as herein recited and provided, and every part of the said principal and interest, as the same shall become payable according to the tenor of the said bonds, and of the coupons thereto annexed, have granted, bargained and sold, and do by these presents grant, bargain, sell, convey and transfer to the party of the second part, and to his successor in said trust and assigns, all the right, title and interest of the party of the first part; acquired in any and all manners whatever, and especially acquired by the agreement of reorganization and by the reorganization thereunder, and under the act of the General Assembly of the state of Ohio, passed April 11, 1861, aforesaid, and by the purchase thereof under the decree of the Court of Common Pleas of Franklin county, Ohio, aforesaid, and by any conveyance thereof made by the special master commissioner of said court; of, in and to all and singular the railroad extending from Columbus, Ohio, to Union City, Indiana. 396 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. a distance of one hundred and two and one-half miles, and heretofore known as the Columbus, Piqua and Indiana Railroad, including all the railway, rights of way, sidings, depot grounds and other lands; and all depots, station houses, engine houses, car houses, freight houses, wood houses, and other buildings; and all machine shops and other shops held and acquired for use in connection with said railroad, or the business thereof; and also all locomotives, engines, tenders, cars and other rolling stock and equipments; and all machinery, tools, implements, fuel and ma¬ terial for the constructing, repairing, operating or replacing said road or its rolling stock, or any part thereof, or of any of the same, or its appur¬ tenances; and also all franchises connected with said railroad, or relating thereto, or to the construction, use, or maintenance and operation thereof, including the franchise to be a corporation, and all the property, franchises, rights and things of whatever name or nature owned, held and possessed by the party of the first part; together with all and singular the tene¬ ments and appurtenances thereunto belonging, or in any wise appertain¬ ing, and the reversions, remainders, rents, issues, tolls, incomes and profits thereof; and also all the estate, right, title, interest, property, possession, claim and demand whatsoever, in law or equity, of the par¬ ties of the first part of, in, to or out of the same, and any and every part thereof, with the appurtenances, but subject to the prior mortgages and liens thereon as aforesaid. To have and to hold the above described premises, railroad, property and franchises, with the appurtenances, to him, the said party of the second part, and to his successor in said trust, or assigns, to the only proper use, benefit and behoof of the said party of the second part, and his successor and assigns, in trust, nevertheless, for the purposes herein expressed, namely: Article i. Tjntil default shall have been made by the party of the first part in the payment of principal or interest of the said bonds, or some of them, or until default shall have been made, in respect to something herein required to be done by the party of the first part, the said party of the fiist part shall be suffered and permitted to possess, manage, operate and enjoy the said railroad, property, franchises, equipments and appurtenances, and to renew, replace and repair or exchange the same, or any of them, and to take and use the rents, issues, tolls, incomes and profits thereof, and to dispose of the same in any manner not incon¬ sistent with this instrument. Art. 2. In case default shall be made in the payment of any in- teiest on any of the aforesaid bonds, issued or to be issued, according to the tenor of the coupons thereto annexed, or of the provisions hereof, or in case default shall be made in the payment of the principal of such bonds, or any of them, when the same shall become due, if such default shall continue for the period of six months, it shall be lawful for the party of the second part or his successor, as such trustee, personally or by his agent or attorneys, to enter into and upon all and singular the premises hereby con\eyed or intended so to be, and each and every part thereof, and to have, hold and use the same, operating by his or their super¬ intendents, managers, receivers, servants or agents the said railroad and CORPORATE HISTORY. 397 property, and conducting the business thereof, and exercising the fran¬ chises pertaining thereto, and making from time to time all repairs and replacements, and such useful alterations, and additions, and improve¬ ments thereto as may seem to him or them to be judicious, and to collect and receive all tolls, freights, incomes, rents, issues and profits of the same, and every part thereof, and after deducting the expenses of operat¬ ing the said railroad and conducting its business, and of the said repairs, replacements, alterations, additions and improvements; and all payments which may be made for taxes, assessments, charges or liens prior to the lien of these presents, upon the said premises, or any part thereof, as well as a proper compensation for his own services, to apply the money so arising as aforesaid to the payment of interest, in the order in which such interest shall have become, or shall become, due, ratably to the persons holding the coupons for such interest, and after paying all interest which shall have become due, to apply the same to the satisfaction of the prin¬ cipal of the aforesaid bonds, which may be at that time unpaid, ratably and without discrimination or preference in and to such bonds, as the same may be applicable. Art. 3. In case default shall be made as aforesaid, and shall con¬ tinue as aforesaid, it shall be lawful for the party of the second part or his successor as such trustee, after entry as aforesaid, or other entry, per¬ sonally or by his agent or attorney, to sell and dispose of all and singular the premises hereby conveyed, or intended so to be, at public auction, in the city of Columbus, Ohio, at such time as he may appoint, having first given notice of the time and place by advertisement, published once a week for six weeks in one newspaper of good circulation published in the city of New York, one other published in the city of Philadelphia, and one other published in Columbus, Ohio; and to adjourn said sale from time to time in his discretion, and if so adjourning it, to make such sale, without further notice, at the time and place to which the same may be so adjourned; and upon such sale to make and deliver to the pur¬ chasers thereof good and sufficient deed or deeds in law for the same in fee simple, which sale made as. aforesaid shall be a perpetual bar both in law and equity against the parties of the first part, and all other per¬ sons lawfully claiming or to claim the said premises, or any part thereof, by, from, through, or under them, or any of them; and after deducting from the proceeds of such sale just allowances for all expenses of the same, and all advances or liabilities which may have been made or in¬ curred by said trustee in operating or maintaining the said railroad and property, or in managing its business while in possession, and arranging for and completing the sale thereof, and all payments for taxes, assess¬ ments, charges, or liens prior to the lien of these presents, on the said premises or any part thereof, as well as compensation for his own ser¬ vices, to apply the proceeds of such sale to the payment of the principal and interest of such of said bonds as may at that time be unpaid, whether or not the same shall have previously become due, first paying in full the principal and interest unpaid on the issue of preferred first mortgage bonds, and thereafter paying and satisfying the said issue of first mort¬ gage bonds; and thereafter paying and satisfying the said issue of $400,- 39 § PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. 000 of said second mortgage bonds; if they or any of them be due and unpaid, and then to apply and pay the same on the bonds herein specified as third mortgage bonds, ratably and in proportion to the whole of the same; and if after paying and satisfying all said classes of bonds, any surplus shall remain, to hold the same for the benefit of the party of the first part, to be paid and applied according to law, to the payment and satisfaction of any liens or liabilities of said railroad company and prop¬ erty, subsequent or inferior hereto, or in such other manner as any court of competent jurisdiction shall order. And it is hereby declared that the receipt of said party of the second part, as such trustee, shall be a sufficient discharge to the purchaser of the premises, for the purchase money, and that such purchaser shall not, after payment and having such receipt, be liable, or in any way bound, to see said purchase money applied to this trust or otherwise, or in any manner answerable for any loss or misapplication, or non-application thereof, or obliged to inquire into the necessity, expediency, or authority of or for any such sale. Art. 4. At any sale of the property aforesaid or any part thereof, whether made by virtue of the power herein granted or by judicial au¬ thority, the said party of the second part and his successor, as such trustee, may bid for and purchase, or cause the same to be bid for and purchased, the property so sold, or any part of it, in behalf of the holders of the bonds secured by this deed, then outstanding, or in behalf of either class of said bonds, in proportion to the respective interests of such bondholders in their respective classes, at a reasonable price, if only a part of said property be sold; but if the whole of said property be sold, at a price not exceeding the whole amount of the classes of the said bonds outstanding, with the interest accrued thereon. Art. 5. If default shall be made by the party of the first part in the payment of any half-year’s interest on any of the aforesaid bonds, with¬ out the consent of the holder of such bonds, at the time and in the man¬ ner provided in the coupon issued therewith, the said coupon having been presented and the payment thereof demanded, and such default shall have continued for six months, there and thereupon the principal of all the bonds secured shall, at the election of the party of the second part, or his successor, become immediately due and payable, anything in said bond contained to the contrary notwithstanding; but a majority in inter¬ est of the holders of such bonds may, in writing or by a vote of a meeting to be held for that purpose, instruct said trustee to declare said principal due; or to waive such declaration, or to extend the time for such pay¬ ment of interest, and provide and have an interest bond issued therefor, retaining the lien of the coupons, or may reverse or annul any declaration or election as to the same, made by such trustee theretofore. Art, 6. The said Columbus and Indianapolis Railroad Company shall, from time to time, at all times hereafter, as often as thereunto requested by said party of the second part, or his successor or assigns, as such trustee, execute, deliver and acknowledge all such further deeds, conveyances and assurances in the law, for the better securing of the said bonds upon the trusts herein expressed, on the said railroad, equipments. CORPORATE HISTORY. 399 property and franchises, and appurtenances hereinbefore mentioned or intended so to be, and all other things whatsoever which may hereafter be acquired for use in connection with the same or any part thereof. Art. 7. The said party of the second part shall have full power, upon the written request of the party of the first part, either alone or in conjunction with the party of the first part, to convey, by deed in fee simple, release, or otherwise, any lands or buildings, not longer useful to said railroad, and not needed for its maintenance or operation, or right of way, or track, or buildings, or shops, and which the said com¬ pany may deem it expedient to disuse, or to exchange for other useful and valuable lands, and such conveyance of any such land or buildings, by said party of the second part in manner aforesaid, and on request as aforesaid, shall forever release the same so conveyed from the lien or effect of this mortgage, and entitle the grantee thereof to hold the same free and clear from any charge, claim or lien granted or made by these presents. And any land or property acquired by the said party of the first part, by any such change, or in consideration of or for any such conveyance, shall be deemed, taken, held, and bound, as part and parcel of the property conveyed by the party of the first part by these presents, and subrogated herein in place and stead of the land and property so released, and if need be conveyed to the party of the second part for that purpose. Art. 8. If the said Columbus and Indianapolis Railroad Company shall well and truly pay the sums of money herein required to be paid by them, and all interest thereon, at the times and in the manner herein specified, and shall well and truly keep and perform all the things herein required to be kept and performed by said company, according to the true intent and meaning of these presents, then and in that case, these presents, and all the estate, right, title, interest, power and authority of the party of the second part, and his successors or assigns, in the trust hereby created, and in and over the railroad, property, equipments, fran¬ chises and appurtenances herein specified, shall cease, determine and be¬ come wholly void and of no effect. Art. 9. The said railroad company shall at all times hereafter keep a book at their office, designated as the voting register of creditors and stockholders. Each holder of any bond, or other creditor, shall be entitled to have his name and address, and the number and denomina¬ tion of bonds and claims held by him, entered on a register at any time, by the production of such bonds or claims, or satisfactory evidence of his ownership thereof. Every holder of any bond hereby secured shall be entitled to cast one vote for every $50 of the bond held by him, at any meeting or election of said railroad company, but such vote shall be cast only by the legal owner of such bond or claim, either absolutely or in trust, at the time of such meeting or election, and who shall have been such owner for more than twenty days theretofore, and upon satisfactory evidence there¬ of, to the judges of such meeting or election, or registry evidence thereof on the book of said company; and such owner shall have the right to cast such vote either in person or by proxy. Provided that the board of directors of said company shall have power to make and establish 400 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. < any and all needed by-laws, rules and regulations to govern such voting, and of registering of bonds, and of such conduct of meetings and elec¬ tions, and the notices therefor, as to them shall seem expedient, not in any case depriving any actual owner of any bond, offering to vote thereon, of his right so to vote at any meeting or election, and in all cases regu¬ lating such voting and right to vote, strictly in accordance with the pro¬ visions of the act of the General Assembly of the state of Ohio, passed April ii, 1861, before referred to. Art. io. It is hereby declared and agreed, that it shall be the duty of the party of the second part, as such trustee, or of his successor in said trust, to exercise the power of entry, or the power of sale, hereby granted, or both; or to proceed by suit or suits at law, or in equity, to enforce the rights of the bondholders, in the several cases of default herein specified in the manner and subject to the qualifications herein expressed, upon the requisition of the bondholders herein required, as follows: First. If the default be as to interest or principal of any of the said sum of $400,000 of third mortgage bonds, and such interest or principal of said bonds so defaulted upon and remaining unpaid, be not advanced and paid by any parties in interest, in said railroad and property, subse¬ quent and inferior to such unpaid mortgage bonds, upon a requisition in writing, signed by the holders of two hundred thousand dollars of said bonds, and a proper indemnification by the said holders to such trustee, against the costs and charges to be by him incurred; it shall be the duty of said trustee to enforce the rights of the bondholders under these presents, by entry, or sale, or suit in equity, or at law, as he shall deem most expedient for the interest of all the holders of said unpaid bonds; but such trustee herein shall be subject to the direction of a majority in interest of the holders of such third mortgage bonds, as to waiving such default, or as to any other action therein. Second. If such default shall be of interest or principal of said third mortgage bonds, and there shall not be at the time any default in respect to the interest or principal of the said first or second mortgage bonds; or if at any time before any sale of the premises hereby conveyed, because of any default as to such first or second mortgage bonds, or as to any default in any respect other than as to matters specified in the first clause of this article, upon the payment of any unpaid interest due on such first and second mortgage bonds, or either of them, if any such be due and unpaid; then, and in all such cases, the sale of the premises aforesaid shall be made subject to the prior lien of said first and second mortgage bonds, if any of such, of either class, then remain unpaid; or subject to the lien of either class of said bonds, upon which such interest shall be so paid. Art. 11. The word “trustee,” as used herein, shall be construed to mean in all cases the party of the second part and his successor or suc¬ cessors in said trust. And it is mutually agreed that such trustee shall not in any manner be individually responsible for any loss, damage or injury to said railroad and property, when the same may be in his pos¬ session. or under his control, but shall only be required and held to exercise reasonable care and discretion in the appointment of his agents CORPORATE HISTORY. 401 and employees, and in the performance of any other act or acts required of him by these presents. That in the case of the death, resignation or disability to act of said trustee, a majority of the holders of the bonds of said railroad company, secured by this trust, may appoint a new trustee as his successor; or before any such appointment shall have been made, the holders of the bonds hereby secured to the amount of $100,000, or the party of the first part, may apply to the Court of Common Pleas of Franklin county, Ohio, for an appointment of such new trustee; and said court shall be and is hereby authorized to make such appointment. And upon any such appointment, made in either manner, or any subsequent appointment of trustee, all the power, authority, rights, title, estate, interest and control by these presents, vested in the party of the second part as such trustee, shall be and the same are hereby vested in such new appointee, to all intents and purposes, and with all the rights and interests necessary for such new trustee, and to enable him to execute the trust, and without any further assurance or conveyance whatever; and no vacancy in said trusteeship shall in any manner prejudice, or injure or destroy, or de¬ crease the estate, property and appurtenances hereby conveyed in trust, for the purpose of securing the bonds aforesaid, or any of them; or in any way affect, or injure, or terminate said trust, or release the premises hereby conveyed from the liens, liabilities and payments herein made and provided for in any respect whatever. In witness whereof, the said party of the first part has caused its cor¬ porate seal to be hereto affixed, and the same, for full and complete execution hereof by said Columbus and Indianapolis Railroad Company, and in its behalf, to be signed by the president of , % said company, and attested by the signature of their secretary, the day and year aforesaid. BENJ. E. SMITH, President. TFTOS. MOODIE, Secretary. Witness: JOHN W. BRADLEY, WM. FERSON. I accept the within trust. JOSEPH T. THOMAS. Acknowledged before Thos. M. Dyce, notary public, Franklin county. Ohio, January 5, 1864. (Trustee’s endorsement, showing cancellation of mortgage.) This mortgage is satisfied, all the bonds issued under it having been produced to and cancelled by me this 5th day of April, 1865, and the recorders of the several counties are hereby authorized to enter satisfac¬ tion on the records. J. T. THOMAS, Trustee. Witnesses: B. E. SMITH, J. B. THOMPSON, New York, April 5 1865. 26 402 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUTS RY. CO. Mortgage cancelled of record in Union, Franklin, Miami, Madison, Darke and Champaign counties, Ohio, in April, 1865, having been re- corded in those counties in January and February, 1864. RICHMOND AND COVINGTON RAILROAD COMPANY. 1 Certificate of Incorporation. This is to certify that we, Henry Kitchen, John L. Gill, Evan Baker, John Sowers, John H. Bradley, John L. Winner, and James Alexander, Jr., have associated ourselves together to form a company to construct, maintain and operate a railroad, from a stake in the track of the Colum¬ bus, Piqua and Indiana Railroad, on the land of John Sowers, in New¬ berry township, Miami county, Ohio, through the counties of Miami, Darke and Preble, to the state line of the state of Indiana. The said company shall be called the Richmond and Covington Rail¬ road Company, and be known by that name. The one terminus of said railroad, so to be constructed, shall be at the track of the Columbus, Piqua and Indiana Railroad, at or near the stake aforesaid, on the land of John Sowers, in Newberry township, in Miami county aforesaid, and the other terminus shall be at the state line, between the states of Ohio and Indiana, in Preble county, where the track of the Indiana Central Railway touches said state line. The said road shall pass through, or partly through, the counties of Miami, Darke and Preble. The capital stock of said company, necessary to construct said railroad, shall be two hundred and fifty thousand dollars. The annual meeting of said company shall be held on the first Wednes¬ day in March of every year. Witness our hands and seals, March 11, A. D. 1862. [seal] [seal] [seal] [seal] [seal] [seal] [seal] HENRY KITCHEN, JOHN L. GILL, JOHN H. BRADLEY, EVAN BAKER, JOHN L. WINNER, JOHN SOWERS. JAMES ALEXANDER, Jr., Acknowledged before B. Tresenrider, justice of the peace, and certified by David W. Brooks, clerk of court, Franklin county, Ohio, March 12, 1862. Filed in the office of the secretary of state of Ohio, March 12, 1862. 1 See page 42 . CORPORATE HISTORY. 403 AGREEMENT Between the Columbus and Indianapolis Railroad Company and the Richmond and Covington Railroad Company for the Pur¬ chase of the Richmond and Covington Railroad. Dated June 29, 1864. Agreement made and entered into this 29th day of June, A. D. one thousand eight hundred and sixty-four, by and between the Richmond and Covington Railroad Company, of the first part, and the Columbus and Indianapolis Railroad Company, of the second part; Whereas, The said parties of the first and second parts are railroad companies duly incorporated and organized in pursuance of the laws of the state of Ohio; And whereas, The respective roads of the said parties, situate, lying and being in said state, are connected and form together one continuous line of railroad of uniform gauge, extending from the city of Columbus in said state to a point on the state line, dividing the states of Ohio and Indiana, where the Indiana Central Railway touches the said line; And whereas, The parties of the second part are duly authorized by law to purchase the road of the said parties of the first part, provided the stockholders of each said company shall assent thereto as by law required, Now, therefore, these presents witness, That the said parties of the first and second parts, in consideration of the premises and of the mutual agreements and the terms and conditions of purchase and sale herein¬ after contained, have mutually agreed and hereby do mutually agree in manner following, to wit: First. The parties of the first part agree to grant, bargain, sell, transfer and convey unto the said parties of the second part all of the railroad of the said parties of the first part, known by the name of the Richmond and Covington Railroad, and extending from a stake in the track of the Columbus and Indianapolis Railroad on land belonging or heretofore belonging to John Sowers, in Newberry township, Miami county, state of Ohio, through the counties of Miami, Darke and Preble in said state, to a point on the state line, dividing the states of Ohio and Indiana, where the Indiana Central Railway touches said line, being thirty- two and one-fifth miles in length; and also all the lands upon and over which said railroad runs and which are included in the boundaries of its route, and all rails, tracks, railways, ways and rights of way, depot grounds and other lands, bridges, viaducts, culverts, fences and other structures, depots, station houses, engine houses, car houses, freight houses, wood houses and other buildings, and all machine shops and other shops which have been or are held and acquired for use in con¬ nection with the said railroad or the business thereof; and also all loco¬ motives, tenders, cars and other rolling stock or equipment; and all machinery, tools, implements, fuel and materials for the constructing, operating, running, using, repairing or replacing the said railroad, or any part thereof or any of its equipments or appurtenances: and all the property, rights and things of whatever name or nature belonging to or in any wise appertaining to the said parties of the first part, and connected 404 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. with or relating to said railroad or the construction, maintenance or use thereof for the sum of six hundred and forty-four thousand dollars, being twenty thousand dollars per mile of the said railroad, to be paid by the said parties of the second part in the manner hereinafter stated. Second. The said parties of the second part agree to purchase of the said parties of the first part the said Richmond and Covington Railroad, and all and singular the lands, rights, ways and other property and things above set forth and described, at and for the price and sum above men¬ tioned and to pay the said parties of the first part in the following manner, to wit: The said parties of the second part agree to pay the principal and interest of bonds to the amount of two hundred and fifty thousand dollars, issued by the said parties of the first part, and bearing date the twenty- fourth day of June, 1862, according to the tenor thereof, and to satisfy and discharge the mortgage executed to secure the payment of the said bonds, and likewise agree to pay the principal and interest of other bonds to the amount of one hundred and six thousand dollars, issued by the said parties of the first part and bearing date the first day of March, 1864, according to the tenor thereof; and the balance of said purchase money the said parties of the second part agree to pay in stock of the Columbus and Indianapolis Railroad Company, at the par value thereof, of fifty dollars each share, to be issued to the said parties of the first part on or immediately after the confirmation of this contract as hereinafter provided. Third. It is further agreed between the said parties of the first and second parts, that the foregoing agreements shall be submitted to the stockholders of each said company at a meeting of the same called sep¬ arately for the purpose of taking said agreements into consideration. Due notice of such meetings and of their time, place and object shall be given. The time and place of such meeting of the stockholders of the Columbus and Indianapolis Railroad Company shall be on the eighth day of August, 1864, at the office of the said company in the city of Colum¬ bus, state of Ohio, and the time and place of such meeting of the stock¬ holders of the Richmond and Covington Railroad Company shall be on the 9th day of August, 1864, at Greenville, Ohio. And all the proceedings for the ratification of the said agreements shall be as prescribed by law, and in case the stockholders of either said company shall fail to assent to this contract as by law required, the same shall become null and void, but in case of their assenting thereto, as the law prescribes the same shall be in full force. In witness whereof, The corporate seals of the respective parties to this contract have been affixed hereto the day and year first above written by the order of the said boards, and the respective presidents of the said companies have at the same time and in behalf of their respective company hereunto affixed their names by virtue of resolutions of the said several boards passed at respective meetings of the same. Columbus and Indianapolis Railroad Company, By B. E. SMITH, President. Richmond and Covington Railroad Company, By B. E. SMITH, President. CORPORATE HISTORY. 405 Ratified by the stockholders of the Richmond and Covington Railroad Company, August 9, 1864, and by the stockholders of .the Columbus and Indianapolis Railroad Company, August 8, 1864. DEED. Richmond and Covington Railroad Company to the Columbus and Indianapolis Railroad Company. Dated September 5, 1864. Conveying railroad, property, etc., of the Richmond and Covington Railroad Company. This deed, made this fifth day of September, in the year one thousand eight hundred and sixty-four, between the Richmond and Covington Railroad Company, a corporation of the state of Ohio, duly incorporated, party of the first part, and the Columbus and Indianapolis Railroad Com¬ pany, a corporation of the same state, duly incorporated, party of the second part. Witnesseth: Whereas, the respective railroads of the said parties situ¬ ate in said state of Ohio, are connected and form together one continuous line of railroad, of uniform gauge, extending from the city of Columbus in said state to a point on the state line dividing the states of Ohio and Indiana, where the Indiana Central Railway touches said line: and whereas, the party of the second part is duly authorized to purchase the road of the party of the first part; and whereas, on the 29th day of June, A. D. 1864, a joint committee, theretofore duly appointed by the respec¬ tive boards of directors of said parties, agreed in writing upon the terms of a sale of the railroad of the party of the first part, with its appur¬ tenances, appendages, etc., as hereinafter described and conveyed to the party of the second part, for the sum of six hundred and forty-four thousand dollars, paid or secured to be paid in the manner set forth in said written terms of agreement; subject to the approval of the boards of directors and stockholders, etc., of the respective parties. And whereas, afterwards, and cm the day and year last aforesaid, the respective boards of the parties met, and the said agreement of sale was submitted to said respective boards of directors, and by each unanimously adopted, and the presidents of the parties respectively authorized and directed to sign and execute said agreement for and on behalf of the respective parties, and which was then done accordingly. And each of said boards of directors also ordered a call of a meeting of stockholders, etc., to approve or reject said agreement of sale, etc. And whereas, on the 9th day of August, A. D. 1864, in pursuance of said call of the board of directors of the first party, due notice of the time and place, etc., being given, the stockholders of the party of the first part met, in pursuance of said notice, at the office of the company at Greenville, and the said agreement of sale by a unanimous vote of the stockholders was approved and ratified, and by resolution unanimously adopted by said stockholders, it was declared as the intent and meaning of said contract or agreement, that the said Columbus and Indianapolis 406 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Railroad Company should have and own all the assets of the said party of the first part by whatever description, and should pay all the debts due and becoming due of the party of the first part of whatever description, including all its liabilities for the right of way of its road, and to fully indemnify each and every stockholder of the party of the first part against all claims and demands for which said party of the first part is liable; and that upon payment to the party of the first part, by the party of the second part, of the full amount of its capital stock, provided for in said agreement of sale, and upon the party of the second part, doing and performing all the other things required to be done and performed by it, to perfect its purchase of the railroad and other property and assets of the party of the first part mentioned in said contract or agree¬ ment of sale, the president of the party of the first part was, in and by said resolution, authorized and directed to execute and deliver to the party of the second part all proper conveyances, transfers and vouchers for the railroad and all other property and assets owned by the party of the first part, and which are provided in said agreement to be sold, con¬ veyed or transferred by the party of the first part, to the party of the second part, for the consideration named in said agreement, and to affix the corporate seal of the party of the first part to each and every of said conveyances, transfers and vouchers required by law to make the » same valid. And whereas, On the 8th day of August, A. D. 1864. in pursuance of said call above mentioned of the board of directors of the second party, due notice of the time and place, etc., being given, the stockholders and bondholders of the party of the second part met in pursuance of said notice at the office of the company in Columbus and the said agreement of sale and purchase, by an unanimous vote of the stockholders and bondholders present and represented at said meeting and voting thereat, was approved and ratified, and the said stockholders and bondholders by resolution declared it to be understood, among other things, as the intent and mean¬ ing of said agreement, that the party of the second part should have and own all the assets of the party of the first part, of whatever description, and should pay all the debts due and becoming due of the party of the first part, of whatever description, including all its liabilities for the right of way for its road, and to fully indemnify each and every stock¬ holder of the party of the first part against all claims and demands for which the party of the first part was liable; and the secretary of the party of the second part was authorized to receive from the party of the first part all proper conveyances, transfers and vouchers of the said railroad, and all other property and assets to be conveyed, transferred and de¬ livered by the party of the first part to the party of the second part, as provided in said agreement. And whereas, The party of the second part has paid to the party of the first part the full amount of its capital stock, provided for in said agree¬ ment, and the party of the second part hath also done and performed all the other things required on its part to be done and performed by the terms of said agreement, to perfect said purchase of the railroad and other property and assets of said party of the first part, mentioned in said CORPORATE HISTORY. 407 agreement, etc., and hereinafter described, assigned and conveyed, where¬ by the party of the second part is entitled to a conveyance and assign¬ ment of the same. Now, know all men by these presents, That the party of the first part, in consideration of the premises, and of the said sum of six hundred and forty-four thousand dollars paid by the party of the second part to the party of the first part, as provided by said agreement, the receipt whereof is hereby acknowledged, hath and doth hereby grant, bargain, sell, assign, transfer and convey unto the party of the second part, its successors and assigns, the following described real estate and personal property, rights, credits and effects, to wit: First. All the railroad of the party of the first part, known by the name of the Richmond and Covington Railroad, and extending from a stake in the track of the Columbus and Indianapolis Railroad on land now or heretofore belonging to John Sowers, in Newberry township, Miami county, state of Ohio, through the counties of Miami, Darke and Preble, in said state, to a point on the state line dividing the states of Ohio and Indiana, where the Indiana Central Railway touches said line, being thirty-two and one-fifth miles in length; also all the lands upon and over which said railroad runs, and which are included in the boundaries of its route, and to which the party of the first part have any right, title or claim, legal, equitable or otherwise, including the right of way and land oc¬ cupied by said railroad, together with the superstructure, rails, ties, tracks, switches, turnouts, side tracks, depot grounds and all other lands, bridges, viaducts, culverts, fences and other erections and structures, depots, station houses, engine houses, car houses, freight houses, wood houses, sheds and all other buildings, and all machine shops and other shops, which have been or are held, owned or acquired, or held for use in connection with the said railroad, or the working or the business thereof; and also all locomotives, tenders, cars and rolling stock, and all tools, im¬ plements, machinery, fixtures, fuel, materials, goods and chattels for the constructing, operating, running, using, repairing or replacing said railroad, or any part thereof, or any of its equipment, appurtenances or appendages; together with all the property, real and personal, rights and things, of whatever nature, belonging to, or in any way appertaining to, the party of the first part, and connected with or relating to the con¬ struction, operation, use, working or repairing the said railroad and its equipment. Second. All the claims, demands and assets, rights, credits, moneys and effects, and choses in action of every kind and description whatso¬ ever, owned or of right held by the party of the first part on the 9th day of August, A. D. 1864, or thereafter accruing. To have and to hold all the above mentioned real estate, fixtures and personal property, rights, credits and effects, goods and chattels, and their appurtenances and appendages, unto the party of the second part, its successors and assigns forever. And the party of the second part doth hereby covenant and agree with the party of the first part to pay and discharge all the debts and claims against the party of the first part heretofore contracted and unpaid, and 408 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. existing on the ninth day of August, A. D. 1864, or thereafter accruing, of whatever description, including all the liabilities of the party of the first part for rights of way for its road. And the party of the second part doth also hereby covenant and agree with the party of the first part, for the benefit of each and every stock¬ holder of the party of the first part, to indemnify and save harmless each and every of said stockholders from payment of, or liability for, as well any of said debts and claims against the party of the first part, above mentioned, as also against all liability for debts and claims of whatever description, which may be hereafter incurred by the party of the second part, their successors or assigns, in the administration and use of said railroad hereby conveyed, or otherwise howsoever. And the parties hereto do mutually covenant and agree with each other, that each will execute to the other, on request, such further assignments, deeds of conveyance and other vouchers and assurances, as counsel learned in the law may advise, as necessary to vest in the respective parties, the rights, property, assets and choses in action, and claim to indemnity, expressly or constructively intended by said agreement of sale hereinabove mentioned, and by the said proceedings of said boards of directors, stockholders and bondholders. In witness whereof, the Richmond and Covington Railroad Company, by its president, and the Columbus and Indianapolis Railroad Company, by its president, have hereunto annexed their corporate seals, and the said presidents have hereunto signed their names officially, the day and year first above mentioned. Richmond and Covington Railroad Company, By B. E. SMITH, President. Columbus and Indianapolis Railroad Company, By B. E. SMITH, President. Signed, sealed and acknowledged in the presence of: WM. L. HEYL, WM. FERSON. Duly acknowledged before Wm. L. Heyl, justice of the peace, Franklin county, Ohio, September 5, 1864. Recorded in Record of Deeds following counties in Ohio: Darke, Oct. 12, 1864, vol. 2, page 401; Preble, Oct. 19, 1864, vol. 54, page 481; Miami, Oct. 24, 1864, vol. 46, page 398. FIRST MORTGAGE. Richmond and Covtngton Railroad Company to Joseph T. Thomas, Trustee. Dated June 24, 1862. Securing $250,000 bonds of $1000 each, payable July 1, 1872, bearing 7 per cent, interest. This indenture, made the twenty-fourth day of June, in the year of our Lord one thousand eight hundred and sixty-two, between the Richmond CORPORATE HISTORY. 409 and Covington Railroad Company, a corporation duly constituted by the laws of the state of Ohio, the party of the first part; and Joseph T. Thomas, Esquire, of the city of Philadelphia, in the state of Pennsyl¬ vania, the party of the second part. Whereas, The party of the first part, pursuant to the laws of the state of Ohio, is engaged in constructing a railroad from a point in the track of the Columbus, Piqua and Indiana Railroad, west of Covington, in Miami county, Ohio, to the state line dividing the states of Ohio and Indiana, in Preble county, Ohio, at the point on said state line where the Indiana Central Railway touches the same, a distance of about thirty miles. And for that purpose, and for the use of said road when built, need, and have resolved to purchase and obtain, iron rails, materials and other matters, and to employ labor; and also to raise money by loan, for such purchases, and for other purposes about the construction of said road, to an amount not exceeding two hundred and fifty thousand dol¬ lars, and in order to secure payment therefor and repayment thereof, to make and execute, within the present year, certain bonds for, not exceed¬ ing altogether, the said sum of two hundred and fifty thousand dollars to the persons lending such money, or furnishing such rails, materials and labor, payable on the first day of July, in the year Anno Domini 1872, in the city of New York, and bearing interest at the rate of seven per centum per annum, payable semi-annually on the first days of January and July in each year, ensuing the date thereof, until the principal shall be paid; all of said bonds to be on an equality so far as regards security for the payment thereof by these presents, notwithstanding the same may be issued at different times; and each of said bonds being authen¬ ticated by a certificate signed by said party of the second part. Now, therefore, this indenture witnesseth, That the said party of the first part, in order to secure the payment of said bonds and interest, and in consideration of the sum of one dollar to them at the ensealing and delivery hereof in hand paid by the party of the second part, the receipt whereof is hereby acknowledged, has granted, bargained, sold, transferred and conveyed, and by these presents does grant, bargain, sell, transfer and convey unto the said party of the second part, and his successors in the said trust, hereby created, and assigns, all of the railroad of the said party of the first part, made or to be made, from the one terminus thereof to the other, lying and being in the counties of Miami, Darke and Preble, in the state of Ohio, as hereinbefore described, with all the land occupied by it, and all the rights of way, together with the superstructure and tracks thereon, and all rails and other materials used therein or pro¬ cured therefor, or purchased or paid for with the above described bonds or the money obtained thereon or therefor, with all bridges, viaducts, culverts, fences, depot grounds, and all buildings, station houses and shops thereon; and also all machinery, tools, engines, locomotives, tenders and cars; together with all tolls, rents, incomes, franchises, rights and privileges, for the said party of the first part, of, in, to or concerning or arising out of the same. To have and to hold the said premises and every part thereof, with the appurtenances, unto the said party of the second part, his successors in said trust and assigns, upon the following 410 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. trusts, that is to say: in case the said party of the first part shall fail to pay the principal, or any part thereof, or the interest on any of said bonds at any time when the same may become due and payable according to the tenor thereof when demanded, then, after one hundred and eighty days’ default, upon the request of the holders of a majority of such bonds, the said party of the second part, his successors in said trust or assigns may enter into and take possession of all or any part of the premises, and as the attorney in fact or agent of the party of the first part, by him¬ self, his agents or substitutes duly constituted, have, use and employ the same, making all needful repairs and additions thereto, and after deduct¬ ing the expenses of such use, repairs and additions, apply the proceeds thereof to the payment of the principal and interest of all bonds remain¬ ing unpaid; or the said party of the second part, his successors or assigns, at his or their discretion, may, on the written request of the holders of such majority of bonds so unpaid, cause the said premises to be sold at public auction, in the town of Greenville, or in the city of Philadelphia, giving at least forty days’ notice of such sale, by an ad¬ vertisement thereof, in three newspapers of general circulation, one pub¬ lished in Greenville, Ohio, one in Philadelphia, and one published in New York; and upon such sale being made, may execute and deliver to the purchaser or purchasers a good and sufficient deed of conveyance, conveying the same to him or them in fee simple, which conveyance shall be a bar against the party of the first part, their successors and assigns, and all persons claiming under them, of all right, interest or claim, in or to said premises, or any part thereof. And said trustee shall, after deducting from the proceeds of such sale the costs and ex¬ penses thereof and of managing said property, apply so much of the proceeds as may be necessary to the payment of the principal and in¬ terest due or unpaid on said bonds, and shall restore the residue thereof to the parties of the first part; it being hereby expressly understood and agreed, that upon such default of payment, and sale as aforesaid conse¬ quent thereon, that all the principal of all of said bonds shall be, and be regarded, as due and payable, whether said bonds have matured or not. And it being further hereby expressly understood, that in no case shall any claim or advantage be taken of any valuation, appraisement or ex¬ tension laws by the party of the first part, nor any injunction or stay of proceedings, or any process, be applied for or obtained by them, to pre¬ vent such entry or sale as aforesaid. And the party of the first part hereby covenants and agrees, for the consideration aforesaid, to execute and deliver any further necessary conveyance of the premises, or any part thereof, to the party of the second part, for more fully carrying into effect the object hereof. And also further covenants, that the money borrowed as aforesaid upon the security of said bonds shall be faithfully applied to the purchase of ma¬ terials and for labor, and transportation, and other proper matters neces¬ sary for and to be used in the construction of said railroad, and that its construction shall be made with due and proper diligence. And it is hereby mutually agreed, and these presents are upon this express con¬ dition, that on payment of the principal and interest of said bonds the CORPORATE HISTORY. 411 estate and property hereby granted to the said party of the second part shall be void, and the right, and all right, to the premises hereby con¬ veyed shall revert to and revest in the party of the first part, without any acknowledgment of satisfaction, reconveyance, re-entry or any other act. It is further mutually agreed, that the party of the second part, his successors and assigns, shall only be accountable for reasonable diligence in the management of said trust, and shall not be responsible for any agent employed by him, when such agent shall have been selected with reasonable discretion. And that said party of the second part shall be entitled to receive a proper compensation for every labor or service per¬ formed by him in the discharge of his trust, in case he shall be compelled to take possession of said premises or any part thereof, or manage the same. And it is further mutually agreed, that in case of the death, mental incapacity or resignation of the party of the second part, all his estate, right, interest, power and control in the premises, or by virtue of these presents, shall be divested, cease and determine; and the same shall from thenceforth, for all the purposes aforesaid, be vested in and all and singular the trusts and duties hereinbefore mentioned and enu¬ merated shall devolve upon William D. Thompson, Esquire, of the city of New York, in the state of New York, without any other or further assurance or conveyance of the same. And in case of the death, mental incapacity or resignation of the said William D. Thompson, or in case of his death before the said party of the second part, then, upon a vacancy occurring in the trusteeship as aforesaid, or in any other manner, on application by the party of the first part, or by a majority of such bondholders, to the proper court of the state of Ohio, a new trustee shall be appointed by such court according to law; and such new trustee so appointed by the court shall become vested, for all the purposes afore¬ said, with all the rights, interests and powers hereby conveyed to or vested in the party of the second part, without any further conveyance of the same. In witness whereof, the said Richmond and Covington Railroad Com¬ pany, the party of the first part, has caused their corporate seal to be hereto affixed, and these presents to be signed by their president, for them and in their behalf. And the said party of the second part has hereunto set his hand and seal, the day and year first above written. E. BAKER, President of the Richmond and Covington R. R. Co. J. T. THOMAS, Trustee. Witness to the signature of the party of the first part: JOHN H. BRADLEY, H. B. BIGELOW. Witness to the signature of the party of the second part: JOHN H. BRADLEY, SAM. M. RAISBECK. 412 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Duly acknowledged before Sam’l M. Mills, notary public, June 24, 1862, by Evin Baker, and before Edw. Shippen, commissioner for Ohio in the city of Philadelphia, by J. T. Thomas, June 24, 1862. Recorded, Darke county, July 2, 1862; Preble county, May 20, 1863; Miami county, June 1, 1863. SATISFACTION OF MORTGAGE. This mortgage is satisfied, all the bonds issued under it having been produced to and cancelled by me this 5th day of April, 1865, and the re¬ corders of the several counties are hereby authorized to enter satisfac¬ tion on the records. J. •r. THOMAS, Trustee. New York, April 5, 1865. Cancelled of record, Darke, Preble and Miami counties in April, 1865. INDIANA CENTRAL RAILWAY COMPANY . 1 An Act to Amend the Act entitled “ An Act to Incorporate the - Terre Haute and Richmond Railroad Company ,” 2 Approved January 26, 1847, and the Several Acts Amendatory of said Act. Approved January 20, 1851. Whereas, The president and directors of the Terre Haute and ’Rich- - rnond Railroad Company, as organized west of Indianapolis, have con¬ sented to and solicited a separation from the directors and stockholders of said road east of Indianapolis, and to terminate the construction of said road at Indianapolis; and Whereas, A large amount of stock has been subscribed to said road east of Indianapolis, and four directors have been elected by said stock¬ holders, east of Indianapolis, who have entered into sundry contracts for the construction of said railroad east of Indianapolis, and they, and the stockholders they represent, are desirous of constructing said road from Indianapolis to the state line; therefore. Section 1. Be it enacted by the General Assembly of the state of Indiana, That the said Terre Haute and Richmond Railroad be and the same is hereby terminated at Indianapolis, as the same is in said city located; and the said president and directors of said road west of In¬ dianapolis are hereby released and discharged from the construction of any part of said road east of Indianapolis. Sec. 2. The directors of said company, elected by the stockholders east of Indianapolis, and such stockholders are hereby created a body corporate, by the name and style of the “ Indiana Central Railway Com¬ pany,” and by such corporate name shall be known, and may sue and be sued in all courts of competent jurisdiction.’ Sec. 3. The stockholders of said Terre Haute and Richmond Rail¬ road east of Indianapolis, at such time and place as may be appointed by 1 See page 44. Acts relating to Terre Haute and Richmond R. R. Co. printed in volume containing Vandalia Line papers. CORPORATE HISTORY. 413 said directors residing east of Indianapolis, shall meet and by themselves or by proxy in writing, elect directors for said Indiana Central Railway, who shall organize a board and elect similar officers to the Terre Haute and Richmond Railroad Company, and who shall take the same oaths, possess the same powers and discharge similar duties with the directors and officers of said Terre Haute and Richmond Railroad Company. Sec. 4. All subscriptions of stock at Indianapolis and west of the same, to said Terre Haute and Richmond Railroad Company, are hereby legalized, and are hereby made collectible in the name of said company, and for the use of the same west of Indianapolis; and the said Terre Haute and Richmond Railroad Company is hereby forever discharged from all liability to construct said road east of Indianapolis, and shall have no right or claim to any part of the stock or moneys of said com¬ pany subscribed east of Indianapolis. Sec. 5. All stock in said Terre Haute and Richmond Railroad Com¬ pany, subscribed east of Indianapolis, and all the acts and doings of the directors elected by the stockholders east of Indianapolis, and all con¬ tracts made by and with said directors as such, for the surveys and con¬ struction of said road, are hereby legalized, and shall inure to the use of, and such stock shall be collectible in the name of and for the use of said Indiana Central Railway Company; and said company shall on their part perform all such contracts, and may by suit, if necessary, enforce all such contracts. Sec. 6. Said Indiana Central Railway Company shall, witlt all con¬ venient speed, construct said road in the general direction of the National road, so as not to interfere with said National road from Indianapolis east to the state line dividing this state and the state of Ohio, as may best comport with the interests of said company, and for that purpose may open books and receive further subscriptions of stock in such way and manner as may be deemed most advisable by said company, and shall possess the same rights, privileges and immunities, and be subject to the same restrictions and liabilities as said Terre Haute and Richmond Railroad Company; and the said act incorporating said Terre Haute and Richmond Railroad Company, so far as the same may now be in force, and all acts amendatory thereof, or made in aid of the same, are hereby extended to and declared to be, so far as applicable, the charter of said Indiana Central Railway Company; and the last named company shall have the same powers, rights and privileges in every particular that said Terre Haute and Richmond Railroad Company might or would possess under similar circumstances. Sec. 7. Said company may, at any time when it may be deemed ad¬ visable by a majority of directors in each, unite and consolidate said roads into one, under such common corporate name as may be agreed upon; and either of said companies may unite and consolidate with any other railroad company within or without this state, constructing or having constructed any railroad in the same general direction of either of said roads, and to assume such corporate name as may be agreed upon by the parties. Sec. 8. If any such union should be effected between said Terre Haute and Richmond Railroad Company with said Indiana Central Railway 414 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Company, or if either of said companies should unite or consolidate with any other railroad company, all rights, claims, privileges, suits and rights of action shall be transferred to, vested in and recoverable in the cor¬ porate name agreed upon by the parties, as fully and effectually as if no such union had been effected. Sec. 9. This act shall be a public act, and shall be so construed, and shall be in force from and after its passage. Local Laws of Indiana, 1851, chapter 56, page 80. An Act for the Relief of the Terre Haute and Richmond Rail¬ road Company, and of the Indiana Central Railway Company. Approved February 12, 1851. Section 1. Be it enacted by the General Assembly of the state of Indiana, That the Terre Haute and Richmond Railroad Company and the Indiana Central Railway Company, severally, may acquire by pur¬ chase or donation, or in payment for or subscription for stock in either of said companies, any lands or lots in the vicinity of either of said roads or any lateral branch thereof, or through which the same may run, or elsewhere, so far as the same may be deemed advisable or necessary by either of said companies, to secure the right of way or aid in the con¬ struction or furnishing materials for such roads or any lateral branch thereof, and may hold, convey or use the same in such manner as either of said companies may deem best for the advancement of the interests of either of said companies: Provided, that none of said branch roads to be located by either of said companies shall be more than twenty miles in length: And provided, no such lateral branch shall be con¬ structed by either of said companies to connect at any point west of the west line of the county of Wayne with any other railroad leading to or in the direction of Cincinnati, Ohio, and either of said companies are authorized to locate and lease the use and right of way of any of said branch roads to any person, body corporate or politic. Sec. 2. Either of said companies may at any time open books for the subscription and transfer of stock in such company in any city or place in the United States, and upon such terms and under such regulations as such company may prescribe. Sec. 3. Either of said companies may construct or aid any other company in constructing any lateral branch to either of said roads in such manner as will facilitate or enhance the business of such company by reaching any iron or coal mine, stone quarry, or other point from which to ship any ore, coal, stone, timber, lumber or other freight in the best and most economical manner, and for that purpose may purchase or receive by gift any such lands as may be necessary or proper for depots, iron, coal or other mines or stone quarries, and the same to open and work in such manner as will produce the largest amount of freights on either of said roads, or at any lateral branch thereof. Sec. 4. 1 his shall be a public act, and be in force from and after its passage. Local Laws of Indiana, 1851, chapter 156, page 289. CORPORATE HISTORY. 415 FIRST MORTGAGE. Indiana Central Railway Company to J. F. D. Lanier, Trustee. Dated April 10, 1852. Securing $600,000 bonds of $1000 each, dated May 1, 1852, payable Novem¬ ber 1, 1866, bearing 7 per cent, interest. This indenture, made this tenth day of April, in the year one thousand eight hundred and fifty-two, between the Indiana Central Railway Com¬ pany, a corporation duly constituted by law of the state of Indiana, of the first part, and J. F. D. Lanier, of the city of New York, of the second part. • Whereas, The parties of the first part, pursuant to the law incorporat¬ ing them, are engaged in constructing a railway from Indianapolis, in the state of Indiana, east along and near the line of the National road to the line dividing the state of Indiana and Ohio at the termination of the Dayton and Western Railway; and for that purpose need and have re¬ solved to purchase and transport iron rails, machinery, etc., and to raise money for such purchase and transportation to an amount not exceed¬ ing six hundred thousand dollars, and in order to secure payment therefor or repayment thereof to execute within the present year certain bonds, not exceeding six hundred in number, for the sum of one thousand dol¬ lars each, to the persons who may purchase the same or furnishing such rails, machinery and materials therefor, payable on the first day of November, eighteen hundred and sixty-six, and bearing interest at the rate of seven per centum per annum, payable semi-annually on the first day of November and of each May ensuing the date thereof until the principal shall be paid, to be on an equality, so far as regards security for the payment thereof by these presents, notwithstanding the same may be issued at different times; each of said bonds being authenticated by the signature of the president and the seal of said company, and con¬ taining a clause permitting the holder thereof to exchange the same for shares of stock in said railway company at par within five years from its date. Now, therefore, this indenture witnesseth, That the said parties of the first-, in order to secure the payment of said bonds and interest, and in consideration of the sum of one dollar to them at the sealing and delivery hereof, in hand paid by the party of the second part, the receipt whereof is hereby acknowledged, have granted, bargained and sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said party of the second part, his successors in the trust hereby created and assigns, all the following present and here¬ after to be acquired property of the parties of the first part, that is to say: their railway, made or to be made, including the right of way and land occupied thereby, together with the superstructure and tracks thereon, and all rails and other materials used thereon or procured therefor, in¬ clusive of the iron rails purchased or to be purchased or paid for with the above described bonds, or the money obtained therefor; bridges, viaducts, culverts, fences, depot grounds and buildings thereon, engines, tenders, cars, tools, materials, machinery, contracts and all personal 416 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. property, rights or interests therein; together with the tolls, rents or income to be had or levied therefrom and all franchises, rights and privileges of the said parties of the first part of, in or'to or concerning the same. But nothing herein contained shall be construed to prevent the parties of the first part from selling or otherwise disposing of any of their subscriptions of stock or other property received in payment for stock or otherwise and not necessary to be retained for their roadway, de¬ pot grounds, stations and needful and convenient use of said railway, nor from collecting moneys due on subscriptions of stock; provided they shall diligently proceed to collect and faithfully apply all such means to the construction and equipment of said railway; and provided further, that no default shall have been made in the payment of interest or principal of any of the above described bonds. To have and to hold the said premises and every part thereof, with the appurtenances, unto the said party of the second part, his successors in said trust and assigns, upon the following trust, that is to say, in case the said parties of the first part shall fail to pay the principal, or any part thereof, or any interest on any of said bonds at any time when the same may become due and payable, according to the tenor thereof when de¬ manded, then, after sixty days from such default, upon request of the holders of any such bonds, the party of the second part, his successors in said trust or assigns, may enter into and take possession of all or any part of said premises; and as the attorney in fact or agent of said parties of the first part, by himself or agents or substitutes duly constituted, have, use and employ the same, making from time to time all needful repairs, alterations and additions thereto; and after deducting the necessary expenses of such use and repairs, alterations and additions thereto, apply the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid; or the said party of the second part, his successors in the trusts or assigns, at his or their dis¬ cretion, may, on the written request of the holders of at least one-half of the bonds then unpaid and unconverted into stock, cause the said premises, or so much thereof as shall be necessary to pay and discharge the principal and interest of all such of said bonds as may then be un¬ paid or unconverted as aforesaid, to be sold at public auction, in the city of Indianapolis, Indiana, or in the city of New York, giving at least forty days’ notice of the time and place and terms of such sale, and of the specific property to be sold, by publishing the same in two news¬ papers of good circulation in each of such cities, and wherever else required by law,- and execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance in fee simple for the same, which shall be a bar against the parties of the first part, their successors and assigns, and all persons claiming under them, of all right, interest or claim in or to said premises, or any part thereof, and said trustee shall, after deducting from the proceeds of said sale the costs and expenses thereof and of managing such property, apply so much of the proceeds as may be necessary to the payment of said principal and interest due or unpaid on said bonds, and shall restore the residue thereof to the parties of the first part, it being hereby expressly understood that in CORPORATE HISTORY. 41/ no case shall any claim or advantage be taken of any valuation, appraise¬ ment or extension laws by the parties of the first part, nor any injunction or stay of proceedings, or any process be applied for or obtained by them to prevent such entry or sale aforesaid. And the said parties of the first part hereby covenant, for the consideration aforesaid, to execute and deliver any further reasonable and necessary conveyance of the premises, or any part thereof, to the said party of the second part, his successors in said trust or assigns for more fully carrying into effect the objects hereof, particularly for the conveyance of any property subsequently to the date hereof acquired by said parties of the first part and compre¬ hended in the description contained in these presents. And the said parties of the first part hereby further covenant as aforesaid that the money obtained for the purposes aforesaid upon said bonds shall be faithfully applied to the purchase and transportation of iron and ma¬ chinery for said railway and to the construction of said railway, and the expenses attending such loan and purchase, and that said iron and ma¬ chinery so purchased shall be transported and used with due diligence in the construction and furnishing said railway; and it is hereby mutually agreed, and these presents are upon this express condition, that upon the payment of the principal and interest of said bonds, or the conversion thereof into stock in the manner named in said bonds, the estate hereby granted to said party of the second part shall be void, and the right to the premises hereby conveyed shall revert to and revest in the said parties of the first part without any acknowledgment of satisfaction, re¬ conveyance, re-entry or other act. And it is also further mutually agreed, that the said party of the second part, his successors in said trust and assigns shall only be accountable for reasonable diligence in the management thereof, and shall not be responsible for the acts of any agents employed by him or them when such agent shall be selected with reasonable discretion; and that said party of the second part, his successors in said trust or assigns shall be entitled to receive proper compensation for every labor or service per¬ formed by him in the discharge of his trust in case he shall be compelled to take possession of said premises, or any part thereof, or manage the same. And it is further mutually agreed, that in case of the death, mental incapacity or resignation of said party of the second part, all his estate, right, interest, power and control in the premises shall cease and determine, and the same shall from thenceforth, for the purpose aforesaid, be vested in James Winslow. And all and singular the trusts and duties hereinbefore enumerated shall devolve on the said James Winslow, of the city of New York. And in case of the death, in¬ capacity or resignation of the said James Winslow, after the trust hereby created shall have devolved upon him, the said parties of the first part shall have the right to. or in default of their taking proceedings therefor for thirty days, the holders of a majority of said bonds may apply to the Circuit Court of any county in the state of Indiana into or through which said railway is located to appoint a new trustee, resident in the city of New York, to supply his place; and thereupon such new trustee shall become invested, for the purpose aforesaid, with all the rights and 27 418 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. interest hereby conveyed to or vested in the said party of the second part, without any further conveyance or assurance for the same. But if the same shall be necessary, both or either of the parties hereto shall execute any necessary releases or conveyances for that purpose. In witness whereof, the parties of the first part have caused these presents to be signed by their president and their corporate seal to be hereto affixed, and the said party of the second part has set his hand and seal the day and year first above written. JOHN S. NEWMAN, President. Countersigned: J. F. D. LANIER, Trustee. Witness: JAMES WINSLOW, L. C. WINSLOW. Acknowledged before John M. Commons, notary public, Wayne county, Indiana, April io, 1852. Satisfaction of Mortgage. By order of the Circuit Court of Marion county, Indiana, of January 2 1885, Edward Daniels, special master commissioner, executed a release of this mortgage, which was recorded in Marion county, July 18, 1885, Mortgage Record 139, page 422; Hancock county, June 2, 1885; also in Henry and Wayne counties in May, 1885. SUPPLEMENTARY MORTGAGE. Indiana Central Railway Company to James F. D. Lanier, Trustee. Dated April 10, 1856. Supplementary to first mortgage of April 10, 1852. Whereas, Heretofore, to wit, on the tenth day of April, eighteen hun¬ dred and fifty-two, the Indiana Central Railway Company, a corporation duly constituted by law of the state of Indiana, executed their certain deed of mortgage to James F. D. Lanier, of the city of New York, as trustee, in the words and figures following, vi'fc.: This indenture, made this tenth day of April, in the year one thousand eight hundred and fifty-two, between the Indiana Central Railway Com¬ pany, a corporation duly constituted by the law of the state of Indiana, of the first part, and of J. F. D. Lanier, of the city of New York, of the second part. Whereas, The parties of the first part, pursuant to the law incorporat¬ ing them, are engaged in constructing a railway from Indianapolis, in the state of Indiana, east along and near the line of the National road to the line dividing the state of Indiana and Ohio at the termination of the Dayton and Western Railway; and for that purpose need and have resolved to purchase and transport iron rails, machinery, etc. And to raise money for such purchase and transportation to an amount not exceeding six hundred thousand dollars; and in order to secure payment CORPORATE HISTORY. 419 therefor, or repayment thereof, to execute within the present year certain bonds, not exceeding six hundred in number, for the sum of one thou¬ sand dollars each, to the persons who may purchase the same or furnish¬ ing such rails, machinery and materials therefor, payable on the first day of November, eighteen hundred and sixty-six, and bearing interest at the rate of seven per centum per annum, payable semi-annually on the first day of each November and of each May ensuing the date thereof until the principal shall be paid, to be on an equality, so far as regards security for the payment thereof, by these presents, notwithstanding the same may be issued at different times, each of said bonds being authen¬ ticated by the signature of the president and the seal of said company, and containing a clause permitting the holder thereof to exchange the same for shares of stock in said railway company at par, within six years from this date. Now, therefore, this indenture witnesseth, That the said parties of the first part, in order to secure the payment of said bonds and interest, and in consideration of one dollar to them at the sealing and delivery hereof in hand paid by the party of the second part, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said party of the second part, his successors in the trust hereby created, and his assigns all the following present and hereafter to be acquired property of the parties of the first part, that is to say, their railway, made or to be made, including the right of way and land occupied thereby; together with the superstructure and tracks thereon, and all rails and other materials used thereon or procured therefor, in¬ clusive of the iron rails purchased or to be purchased or paid for with the above described bonds, or the money obtained therefor, bridges, viaducts, culverts, fences, depot grounds, and buildings thereon, engines, tenders, cars, tools, materials, machinery, contracts, and all personal property, rights or interest therein; together with the tolls, rents or income to be levied therefrom, and all franchises, rights and privileges of the said parties of the first part, of, in or to or concerning the same. But nothing herem contained shall be construed to prevent the parties of the first part from selling or otherwise disposing of any of their sub¬ scriptions of stock or other property received in payment for stock or otherwise and not necessary to be retained for their roadway, depot grounds, stations and the needful and convenient use of said railway, nor from collecting money due on subscriptions of stock, provided they shall diligently proceed to collect and faithfully apply all such means for the construction and equipment of said railway; and provided further, that no default shall have been made in the payment of interest or principal of any of the above described bonds. To have and to hold the said premises and every part thereof, with the appurtenances, unto the said party of the second part, his successors in trust and assigns upon the following trust, that is to say: in case the said parties of the first part shall fail to pay the principal, or any part thereof, or any interest on any of said bonds at any time when the same may become due and payable, according to the tenor thereof, when 420 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. demanded, then, after sixty days from such default, upon request of the holder of any of such bonds, the party of the second part, his suc¬ cessors in said trust or assigns, may enter into and take possession of all or any part of said premises, and as the attorney in fact or agent of said parties of the first part, by himself or agents, or substitutes duly con¬ stituted, have, use and employ the same; making, from time to time, all needful repairs, alterations and additions thereto; and after deducting the necessary expenses of such use, repairs and additions thereto, apply the proceeds thereof to the payment of the principal and interest of all such bonds remaining unpaid; or the said party of the second part, his successors in the trust or assigns, at his or their discretion, may, on the written request of the holders of at least one-half of the bonds then un¬ paid and unconverted into stock, cause the said premises, or so much thereof as shall be necessary to pay and discharge the principal and in¬ terest of all such bonds as may then be unpaid or unconverted as afore¬ said, to be sold at public auction in the city of Indianapolis, Indiana, or in the city of New York, giving at least forty days’ notice of the time and place and terms of such sale, and of the specific property to be sold by publishing the same in two newspapers of good circulation in each of said cities, and wherever else required by law, and execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance in fee simple for the same, which shall be a bar against the parties of the first part, their successors and assigns, and all persons claiming under them of all right, interest or claim in or to said premises, or any part thereof; and said trustee shall, after deducting from the proceeds of said sale the costs and expenses thereof and of managing such property, apply so much of the proceeds as may be necessary to the payment of said prin¬ cipal and interest due or unpaid on said bonds, and shall restore the residue thereof to the parties of the first part; it being hereby expressly understood, that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws by the parties of the first part; nor any injunction or stay of proceedings or any process be applied for cr obtained by them to prevent such entry or sale aforesaid. And the said parties of the first part hereby covenant, for the con¬ sideration aforesaid, to execute and deliver any further reasonable con¬ veyance of the premises, or any part thereof, to the said party of the second part, his successors in said trust or assigns for more fully carry¬ ing into effect the objects hereof, particularly for the conveyance of any property subsequently to the date hereof acquired by said parties of the first part and comprehended in the description contained in these premises. And the said parties of the first part hereby further covenant as afore¬ said that the money obtained for the purposes aforesaid upon said bonds shall be faithfully applied to the purchase and transportation of iron and machinery for said railway and to the construction of said railway, and the expenses attending such loan and purchase, and that said iron and machinery so purchased shall be transported and used with due diligence in the construction and finishing said railway. And it is hereby mutually agreed, and these presents are upon this ex¬ press condition, that on the payment of the principal and interest of said CORPORATE HISTORY. 421 bonds, or the conversion thereof into stock in the manner named in said bonds, the estate hereby granted to said party of the second part shall be void, and the right to the premises hereby conveyed shall revert to and revest in said parties of the first part without any acknowledgment of satisfaction, reconveyance, re-entry or other act. And it is also further mutually agreed, that the said party of the second part, his successors in said trust and assigns shall only be accountable for reasonable diligence in the management thereof, and shall not be responsible for the acts of any agent employed by him or them where such agent shall be selected with reasonable discretion, and that said party of the second part, his successors in said trust or assigns shall be entitled to receive proper compensation for every labor or service per¬ formed by him in the discharge of his trust, in case he shall be com¬ pelled to take possession of said premises, or any part thereof, or manage the same. And it is further mutually agreed, that in case of the death, mental incapacity or resignation of said party of the second part, all his estate, right, interest, power and control in the premises shall cease and deter¬ mine, and the same shall be thenceforth, for the purposes aforesaid, be vested in James Winslow, and all and singular the trusts and duties here¬ inbefore enumerated shall devolve on the said James Winslow, of the city of New York. And in case of the death, incapacity or resignation of the said James Winslow, after the trust hereby created shall have de¬ volved upon him, the said parties of the first part shall have the right to, or in default of their taking proceedings therefor for thirty days, the holders of a majority of said bonds may apply to the Circuit Court of any county in the state of Indiana into or through which said railway is located to appoint a new trustee, resident in the city of New York, to supply his place; and thereupon such new trustee shall become invested, for the purposes aforesaid, with all the rights and interests hereby con¬ veyed or vested in the said party of the second part without any further conveyance or assurance for the same. But if the same shall be neces¬ sary, both or either of the parties hereto shall execute any necessary releases or conveyances for that purpose. Which said mortgage was duly acknowledged and recorded in the counties through which said Indiana Central Railway was and is located; and whereas said railway has been constructed and completed, and said company have purchased and put in use a large amount of locomotive engines, cars and rolling machinery, and some additional depot grounds, which it is doubted whether in law they passed by virtue of said mortgage. Now, therefore, this indenture of further assurance, executed pursuant to the covenant to that effect in said mortgage this tenth day of April, eighteen hundred and fifty-six, witnesseth, That the said Indiana Central Railway Company, in consideration of the premises set forth in said mortgage, and of the covenants and agreements therein and of the sum of one dollar to them by the said James F. D. Lanier at the ensealing hereof, have granted, bargained, sold, transferred, conveyed and assured, and by these presents do grant, bargain, sell, transfer, convey and assure to the said James F. D. Lanier and his successors in the trust created 422 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. by said deed of mortgage and his assigns, all the following described property of said railway company, that is to say, their railway, right of way and land occupied thereby; together with the superstructure and tracks thereon, and all rails, chairs, spikes and materials used thereon, bridges, viaducts, culverts, fences, depot grounds and buildings thereon, engines, tenders, cars, materials, machinery and all personal property, rights or interest therein; together with all the tolls, rents or income to be had or levied therefrom, and all franchises, rights and privileges of the said railway company of, in or to or concerning the same. But nothing herein contained shall be construed to prevent said railway company from selling or otherwise disposing of any other property received in payment for stock or otherwise and not necessary to be re¬ tained for their roadway, depot grounds, stations and the needful and convenient use of said railway, or from collecting or receiving any moneys due or payable to them. To have and to hold said premises and every part thereof unto the said James F. D. Lanier, his successors and assigns in said trust upon the trust and conditions only in said deed of mortgage herein recited, set forth with the same rights, privileges and powers therein granted, given and passed and to which the parties hereto refer and agree shall be the conditions, rights, privileges and powers of the said James F. D. Lanier, his successors and assigns in said trust under this deed, so as to invest him, his successors and assigns in said trust fully with all the rights, privi¬ leges and powers as to all property, rights and privileges acquired by said railway company for the uses and purposes herein set forth after the execution of said mortgage deed and is therein given, granted and conveyed as to such property, rights and privileges then held, acquired and belonging to said railway company, and in said deed of mortgage referred to and described as property thereafter to be acquired for the uses and purposes therein described. In witness whereof, the Indiana Central Railway Company have caused these presents to be signed by their president and their corporate seal to be affixed hereto, and the said James F. D. Lanier has set his hand and seal the day and year above written. JOHN S. NEWMAN, President. J. F. D. LANIER, Trustee. Attest: JOHN M. COMMONS, Secretary. Acknowledged before John M. Commons, notary public, Indianapolis, Ind., April io, 1856. The following is a schedule of the principal articles of personal prop¬ erty enumerated in the foregoing deed of further assurance, viz.: 14 locomotive engines and their tenders, named as follows, to wit: William Butler, Dublin Poney, James P. Toley, Samuel Hannah, Hoosier Poney, Indiana, C. B. Jackson, J. R. Mendenhall, S. Meredith, H. C. Moore, J. S. Newman, Oleo Wayne, Charles Parry and Thomas Tyner; 12 pas¬ senger cars, lettered D, E. F, G, H, I, J, K, L, M, N, O, 3 baggage cars; 65 house or box cars, numbered from 51 to 115, both numbers inclusive; CORPORATE HISTORY. 423 70 cattle, hog and platform cars, without numbers, but each lettered “ I. C. R. W.”; 12 side dumping cars, lettered in the same way; 30 centre dumping gravel cars, without letters or numbers. Executed and appended to the foregoing deed of further assurance, April 10th, 1856. JOHN S. NEWMAN, President. Recorded, September 2nd, 1856, Marion county, Ind. SECOND MORTGAGE. Indiana Central Railway Company to J. F. D. Lanier, Trustee. Dated October 1, 1856. Securing $700,000 bonds, dated January 1, 1857, payable January 1, 1882, bearing 10 per cent, interest. This indenture, made this first day of October, in the year one thousand eight hundred and fifty-six, between the Indiana Central Railway Com¬ pany, a corporation constituted by law of the state of Indiana, of the first part, and J. F. D. Lanier, of the city of New York, of the second part. Whereas, the parties of the first part, pursuant to the law incorporating them, have constructed their railway from Indianapolis, in the state of Indiana, to the line dividing the states of Indiana and Ohio, at the ter¬ mination of the Dayton and Western Railway, and have acquired the right of way and depot grounds, and have purchased, transported and laid in their main track, side tracks and turnouts, iron rails, chairs and spikes, and have purchased and placed on said railway a good equipment cf locomotives, engines, passenger, baggage and freight cars, and have said railway now in successful operation. And for this purpose have borrowed money of divers persons to the amount of thirteen hundred thousand dollars, six hundred thousand dollars of which is secured by a first mortgage on said railway, right of way, depot grounds, depots, rolling stock and machinery, and dated the tenth day of April, one thou¬ sand eight hundred and fifty-two, and to which this is subject. And in order to secure the payment of the remaining seven hundred thousand dollars, the parties of the first part propose to execute within the pres¬ ent year certain bonds, not exceeding six hundred in number, of one thousand dollars each, and two hundred in number of five hundred dollars each, payable to the party of the second part or bearer, on the first day of January, one thousand eight hundred and eighty-two, and bearing interest at the rate of ten per centum per annum, payable semi-annually on the first day of each July and of each January ensuing the date thereof, until the principal sums shall be paid, to be on an equality, so far as regards security for the payment thereof by these presents, notwithstand¬ ing the same may be issued at different times, each of the bonds being authenticated by the signature of the president and the seal of the com¬ pany, and countersigned by the said J. F. D. Lanier, trustee, or his suc¬ cessor in the trust, and containing a clause permitting the holder to exchange the same for shares of stock in said railway company, at par, within five years from its date. And that said company may, at their 424 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. option, at any time after the expiration of five years from the date of said bonds, pay off and discharge said bonds, or any of them, by paying the principal sums and accrued interest to the time of such payment, they giving sixty days’ notice of such intended payment prior to the payment of the same, semi-annual installment of interest in some daily newspaper published in the city of New York. Now, therefore, this indenture witnesseth, That the parties of the first part, in order to secure the payment of said six hundred bonds of one thousand dollars each and interest, and also said two hundred bonds of five hundred dollars each and interest, and in consideration of one dollar to them at the ensealing and delivery hereof, in hand paid, by the said party of the second part, the receipt of which is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said party of the second part, his successors in the trust hereby created and assigns, all the present and hereafter to be acquired property of the parties of the first part, that is to say, their said railway, including the right of way and lands occupied thereby, together with the superstructure and tracks thereon and all rails and other materials thereon or procured therefor, inclusive of the iron rails now and hereafter to be laid, or used thereon, bridges, viaducts, culverts, fences, depot grounds and buildings thereon, engines, tenders, cars, tools, machinery, contracts and all personal prop¬ erty, rights or interest therein, together with the tolls, rents or incomes to be had or levied therefrom, and all franchises, rights and privileges of the said parties of the first part of, in or to the same. But nothing herein contained shall be construed to prevent the parties of the first part from selling or otherwise disposing of any property received in payment of stock or otherwise, and not necessary to be retained for their roadway, depot grounds, stations and the needful and convenient use of said railway, nor from collecting and using in a proper manner any moneys due them. Provided that no default shall have been made in the payment of interest or any part of the principal of any of the above described bonds. To have and to hold said premises and every part thereof, with the appurtenances, unto the said party of the second part, his successors in the trust and assigns upon the following trust, that is to say, in case the said parties of the first part shall fail to pay the principal, or any part thereof, or any interest on any of said bonds at any time when the same may become due and payable, according to the tenor thereof, when demanded, then, after sixty days from such default, upon the request of the holder of any such bonds, the party of the second part, his suc¬ cessors in said trust or assigns, may enter into and take possession of all or any part of such premises; and as the attorney in fact or agent of the said parties of the first part, by himself or agents or substitutes duly constituted, have, use and employ the same, making, from time to time, all needful repairs, alterations and additions thereto, and after deducting the necessary expenses of such use, repairs, alterations and additions thereto, apply the proceeds thereof to the payment of the principal and interest of all of said bonds remaining unpaid; or the said party of the second part, his successors in said trust or assigns, at his or their dis- CORPORATE HISTORY. 425 cretion, may, on the written request of the holders of at least one-half of the bonds then unpaid and unconverted as aforesaid into stock, cause the said premises, or so much thereof as shall be necessary to pay and discharge the principal and interest of all such of said bonds as may then remain unpaid or unconverted as aforesaid, to be sold at public auction in the city of Indianapolis, Indiana, or the city of New York, giving at least forty days’ notice of the time, place and terms of such sale, and of the specific property to be sold, by publishing the same in two news¬ papers of good circulation in each of said cities and wherever else required by law, and execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance in fee simple for the same, which shall be a bar against the parties of the first part, their successors and assigns, and all persons claiming under them of all right, interest or claim in or to the said premises or any part thereof. And said trustee shall, after deducting from the proceeds of said sale the costs and expenses thereof, and of managing such property, apply so much of the proceeds as may be necessary to the payment of said principal and interest due or unpaid on said bonds and shall restore the residue thereof to the parties of the first part. It being expressly understood that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws by the parties of the first part, nor any injunction or stay of proceedings or any process be applied for or obtained by them to prevent such entry or sale aforesaid. And it is further agreed expressly by the parties of the first part, that in default of the payment of any interest on any of said bonds, within ninety days after maturity and demand of payment of such interest, then and in that case the principal sum or sums of such bonds shall immediately become due and payable and as though the entire time of payment had elapsed. And the said parties of the first part hereby covenant, for the con¬ sideration aforesaid, to execute and deliver any further reasonable and necessary conveyance of the premises or any part thereof to the said party of the second part, his successors in the trust or assigns for more fully carrying into effect the objects hereof, particularly for the conveyance of any property subsequently to the date hereof, acquired by the said parties of the first part and comprehended in the description contained in these premises. And it is hereby mutually agreed, and these presents are on this ex¬ press condition, that on the payment of the principal and interest of said bonds, or the conversion thereof, into stock in the manner specified in said bonds, the estate hereby granted to said party of the second part shall be void, and the right to the premises hereby conveyed shall revert to and revest in the said party of the first part, without any acknowl¬ edgment of satisfaction, reconveyance, re-entry or other act. And it is further mutually agreed that the said party of the second part, his successors in said trust and assigns, shall have power to appoint such agents under him for the performance of any duties that may devolve on him under this deed, as he in his sound discretion may deem neces¬ sary, and he shall only be accountable for reasonable diligence in the management of said trust and shall not be responsible for the acts of 426 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. any agents employed by him or them, where such agent shall be selected with reasonable discretion; and that said party of the second part, his successors in said trust or assigns, shall be entitled to receive proper compensation for every further labor or service performed by him in the discharge of his trust, in case he shall be compelled to take possession of said premises, or any part thereof, or manage the same. And it is further mutually agreed that in case of the death, mental in¬ capacity or resignation of said party of the second part, all his estate, right, interest, power and control in the premises shall cease and de¬ termine, and the same shall from thenceforth, for the purposes aforesaid, be vested in James Winslow. And in case of the death, incapacity or resignation of the said James Winslow, after the trust hereby created shall have devolved on him, the parties of the first part shall have the right to, or in default of their taking the necessary steps and proceedings for that purpose, the holders of a majority of the said bonds may apply to the Circuit Court of any county in the state of Indiana into or through which said railway is located, to appoint a new trustee, resident in the city of New York, to supply his place, and thereupon such new trustee shall become invested, for the pur¬ poses aforesaid, with all the rights, powers and interests hereby conveyed to or vested in said party of the second part, without any further con¬ veyance or assurance for the same. But if the same shall be necessary, both or either of the parties hereto shall execute any necessary releases or conveyances for that purpose. In witness whereof, the parties of the first part have caused these presents to be signed by their president, and their corporate seal to be hereto affixed. And the said party of the second part has set his hand and seal the day and year as first above written. Lseal] JOHN S. NEWMAN, President. Acknowledged before James Hooker, notary public, Marion county, Indiana, October 7, 1856. Recorded, Marion county, Indiana, November 27, 1856, Mortgage Record “ DD,” page 495. SATISFACTION OF MORTGAGE. All of the bonds secured by this mortgage, except No. 93 of the $1000 bonds and No. 35 of the $500 bonds, were destroyed by Edward Daniels, special commissioner, by order Circuit Court, Marion county, Indiana, January 2, 1885. Satisfaction of mortgage recorded in Marion county, Indiana, July 18, 1885, Mortgage Record 139, page 424; Hancock county, June 2, 1885, Mortgage Record Q, page 280; Henry county, May 20. 1885, Mortgage Record 4, page 47; Wayne county, May 13, 1885, Mort¬ gage Record 6, page 361. CORPORATE HISTORY. 427 COLUMBUS AND INDIANAPOLIS CENTRAL RAIL¬ WAY COMPANY . 1 ARTICLES OE CONSOLIDATION. Between the Columbus and Indianapolis Railroad Company and the Indiana Central Railway Company under the Name of the Columbus and Indianapolis Central Railway Company. Articles of consolidation, made and entered into this tenth day of Au¬ gust, A. D. one thousand eight hundred and sixty-four, between the Columbus and Indianapolis Railroad Company, a corporation existing under the laws of the state of Ohio, and the Indiana Central Railway Company, a corporation existing under the laws of the state of Indiana. Whereas, The railroads respectively owned by the said railroad com¬ panies constitute a continuous line of railway of uniform gauge from the city of Columbus, in the state of Ohio, to the city of Indianapolis, in the state of Indiana, and the directors of the said railroad companies, upon mature consideration, have determined that the interest of the respective stockholders of said companies, and the public interest and convenience will be greatly promoted by the union of the said railroads into one road, and by the consolidation of the respective stocks of said companies into one common consolidated stock. And whereas, The said companies are authorized by acts of the legis¬ lature of the said states to effect such union of their respective roads, and to form, by consolidation of their respective corporate rights and franchises, one joint stock company, and have agreed so to do upon the terms and conditions hereinafter mentioned and contained. Now, therefore, this agreement made by and between the corporations above named parties hereto under and by virtue of the authority con¬ ferred upon them by the laws of the said states: Witnesseth, That the said Columbus and Indianapolis Railroad Com¬ pany and the Indiana Central Railway Company do agree, and each for itself doth severally agree, that the said companies shall be consolidated into and form one corporation under the name and style of the Columbus and Indianapolis Central Railway Company, and in pursuance of the said acts of the legislatures of the said states, hereby prescribe the fol¬ lowing terms and conditions of the said consolidation, and do respec¬ tively agree to the same and to the mode of carrying the said consolida¬ tion into effect as herein provided for: Article 1st. The directors of the said Columbus and Indianapolis Central Railway Company shall be nine in number, three of whom shall reside in the city of New York, one in the city of Philadelphia, one in the state of Indiana, and four in the state of Ohio. Art. 2nd. The first election for the directors of the said Columbus and Indianapolis Central Railway Company shall be held at the office of the Columbus and Indianapolis Railroad Company, in the city of Columbus, in the state of Ohio, on the thirteenth day of October next, between the hours of 10 o’clock A. M. and 2 o’clock P. M. The following persons, 1 See page 48 . 428 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. to wit: James Alexander, Jr., John Miller and John T. White, all stock¬ holders in one or the other of said companies, are hereby appointed inspectors or judges of said election, to perform the usual duties required by law in such cases. The inspector or inspectors attending at the time and place fixed for the election shall have power to fill any vacancy occasioned by the non-attendance of any one or more of their number; any person so appointed to fill a vacancy must be a stockholder in one or the other of the said companies parties hereto. Should neither of the inspectors attend at the time and place appointed for the election, the stockholders present at the time fixed for opening the polls shall have power by the vote of a majority in number of those present to choose three persons, being stockholders in one or other of the said companies parties hereto, which persons so chosen, or any two of the same, shall have power to act as the judges of the said election. All the stockholders in the companies parties hereto entitled to vote at any election of direc¬ tors in their respective companies shall have the right to vote at the said election in person or by proxy, and shall be severally entitled to one vote for each share of stock of fifty dollars held by such stockholders in either of said companies. The nine persons, being stockholders in one or the other of said companies parties hereto, receiving the highest number of votes at the said election shall be the first directors of the Columbus and Indianapolis Central Railway Company, and shall hold their office for one year and until their successors are chosen according to law. Art. 3rd. Said directors shall, at the first meeting after their election, elect a president from their own number, and also elect or appoint a secretary, treasurer and such other officers and agents as they shall from time to time find necessary for the proper transaction of the business of said consolidated company. Art. 4th. After the consolidation herein provided for is perfected, and after said first election, stockholders in said consolidated company only by surrender and exchange of their certificates in their respective companies or otherwise shall be entitled to vote at any meeting of the stockholders of said consolidated company. Art. 5th. The capital stock of said Columbus and Indianapolis Cen¬ tral Railway Company shall be three millions of dollars, to be divided into sixty thousand shares of fifty dollars each, and the directors of said new corporation may increase the capital stock thereof when necessary. Art. 6th. It being agreed that the estate, property and franchises of the said companies parties hereto, which in pursuance of the laws of said states will vest in said new corporation, are relatively of unequal value; the parties hereto, with a view to make compensation for such differences to the stockholders of the said companies respectively, do fix upon the following amounts to be allowed therefor by the issue of certificates or scrip as hereinafter mentioned, to wit: First. The stockholders of the Columbus and Indianapolis Railroad Company shall each be entitled to one hundred dollars of the stock of said Columbus and Indianapolis Central Railway Company, for each one hundred dollars of stock held by them in the said Columbus and Indianapolis Railroad Company. Second. The stockholders of the Indiana Central Railway Company shall each CORPORATE HISTORY. 429 be entitled to one hundred and sixty and thirty-one hundredths dollars of the stock of the Columbus and Indianapolis Central Railway Com¬ pany, for each one hundred dollars of stock held by them in the said Indiana Central Railway Company. Art. 7th. All stock and bonds of either of the companies parties hereto owned or held by either of the others of said companies, and now or hereafter in their control, shall be surrendered and merged into said consolidated company, thereby lessening the capital stock and liabilities of the said consolidated company to the amount of such surrendered and merged stock and bonds. Art. 8. The holder or holders of any of the convertible bonds of the said companies parties hereto shall be entitled to receive on surrender of such bonds according to the tenor thereof to the said consolidated company, stock in said consolidated company for the bonds so sur¬ rendered. Art. 9th. The company, party hereto, entitled to a premium on its stock, may, pending the completion of the consolidation, issue new con¬ ditional scrip certificates to its stockholders for the premiums hereby allowed. When fractional shares shall be found due to stockholders for premiums hereby agreed to be allowed, or for interest or otherwise, when converting their present stock into the stock of the consolidated company, scrip stock shall be issued for such fractions, entitling the holders to a full share of stock or payment of the difference in money, or on presentation of fifty dollars of such scrip stock. Art. 10th. The said new corporation shall, without delay, after its organization, issue to the stockholders of the respective companies, parties hereto, and entitled thereto as aforesaid, and in proportion to their respective interests in the stocks of the consolidated company, certificates of stock in said Columbus and Indianapolis Central Railway Company of such form as may be deemed advisable and be prescribed by the directors of said company. Art. nth. All and singular the rights, franchises, privileges, real estate, depot grounds, rights of way, roadbed, railroad, iron rails, en¬ gines, cars, machinery, rolling stock, debts, dues, demands, choses in action, and property of every description, name and nature in which the said companies parties hereto have respectively any right, title or interest, whether in possession, reversion or remainder, with the appurtenances, upon the ratification of these articles, and the election of the first board of directors of the said Columbus and Indianapolis Central Railway Company, as herein and by law provided for, and from thenceforth shall be held, owned and controlled by the said Columbus and Indianapolis Central Railway Company, their successors and assigns, as fully and completely to all intents and purposes as said several companies, parties hereto, do or can now hold, own, use or control the same, and no further conveyance or assurance shall be required for the full and com¬ plete vesting thereof in the said Columbus and Indianapolis Central Railway Company. Art. 12th. All just debts, guarantees and liabilities existing against either of the companies parties hereto at the time of taking effect of this consolidation shall be and are hereby assumed, and the same shall be 430 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. provided for, paid and discharged by the said Columbus and Indianapolis Central Railway Company. Art. 13th'. All books, vouchers, records, muniments of title, and other documents pertaining to the business or property of said companies parties hereto shall be placed in the office of the secretary of said con¬ solidated company; and the said books, records and papers shall be deemed and taken, so far as necessary, as the records and books of said consolidated company; and said books, records, vouchers and papers shall be subject to proper examination and inspection of all persons interested therein, who shall have the same access thereto as if the same had remained in the office of the original companies. Art. 14th. It is agreed that these articles of consolidation shall be sub¬ mitted to the stockholders of each of said companies parties hereto at a meeting thereof called separately for the purpose of taking the same into consideration; due notice of the time and place of such meeting and the object thereof shall be given. The time of such meeting of the stock¬ holders of said Columbus and Indianapolis Railroad Company shall be on the sixteenth day of September; the place, the office of said company,, in the city of Columbus, state of Ohio. The time of such meeting of the stockholders of the Indiana Central Railway Company shall be on the seventeenth day of September; the place, the office of the said com¬ pany in Indianapolis, state of Indiana; and all the proceedings for the consolidation and ratification of these articles shall be as prescribed by law. Art. 15th. All elections for directors of said consolidated company, after the first election of directors herein provided for, shall take place at such time and place and in such manner as may be prescribed by the by-laws of the board of directors of the consolidated company. In witness whereof, the corporate seals of the respective companies parties to this agreement have been affixed hereto, on the day and in the year first above written, by the order and in the presence of the d.rectors of the said companies parties hereto, respectively, duly con¬ vened, a quorum of each of the several boards of directors being so present and assenting thereto; and is attested by their respective sig¬ natures hereto on behalf and by order of the said board of directors, and the president of each of the said companies parties hereto have also at the same time and in behalf of the said respective companies hereunto affixed their name by virtue of resolutions of the said several boards of directors passed at respective meetings of the same. JOHN S. NEWMAN, President Indiana Central Railway Company. JOHN H. BRADLEY, JOHN L. KETCHAM, J. T. THOMAS, JOHN T. SEELEY, B. E. SMITH, WM. S. T. MORTON, Directors of Indiana Central Railway Company. B. E. SMITH, President Columbus and Indianapolis Railroad Company. JOHN T. SEELEY, G. VOLNEY DORSEY, J. T. THOMAS, JOHN L. GILL, JOHN R. HILLARD. Directors of Columbus and Indianapolis Railroad Company. CORPORATE HISTORY. 431 I, Gordon Moodie, secretary of the Columbus and Indianapolis Rail¬ road Company, do hereby certify that in pursuance of printed notices by me addressed to each of the persons in whose name the capital stock of said company stands on the books thereof, and of like notices pub¬ lished in the newspapers, one in the city of Columbus, in the state of Ohio, and of one in the city of Philadelphia, in the state of Pennsylvania, and one in the city of New York, in the state of New York, the stockholders of said company met at said company’s office in the city of Columbus, on Friday the sixteenth day of September, 1864, to take into consideration the within and foregoing agreement, and they then and there proceeded to vote by ballot for the adoption or rejection of said agreement. That at said meeting seventeen thousand two hundred and sixty-nine (17,269) votes were cast, each vote representing one share of stock; that seventeen thousand two hundred and sixty-nine of said votes were cast in favor of the adoption of said agreement and none of said votes were cast against the adoption of said agreement, and that the entire number of shares of stock of said company is about twenty-one thousand two hundred and forty-seven; and that, therefore, the stock so voted as aforesaid in favor of said agreement is more than two-thirds of the entire stock of the company. In witness whereof, I have hereunto set my hand and affixed the seal of the said company at Columbus, O., this twelfth day of October, 1864. GORDON MOODIE, Secretary of the Columbus and Indianapolis Railroad Company. I, Jacob B. McChesney, secretary of the Indiana Central Railway Company do certify, that in pursuance of printed notices by me addressed to each of the persons in whose name the capital stock of said company stands on the books thereof, and of like notices published in one news¬ paper in the city of Indianapolis; that the stockholders of said company met at the office of said company in the city of Indianapolis, on Satur¬ day, the seventeenth day of September, 1864, to take into consideration the within and foregoing agreement, and they then and there proceeded to vote by ballot for the adoption or rejection of said agreement; that at said meeting nine thousand eight hundred and fifty-six (9856) votes were cast, each vote representing one share of stock; that all of said votes were cast in favor of the adoption of said agreement, and no vote was cast against its adoption; that the entire number of the shares of capital stock of said company is less than twelve thousand two hundred (12,200); and that, therefore, the stock so voted in favor of the adoption of said agreement is more than tw y o thirds of the entire stock of the company. In witness whereof, I have hereunto set my hand and seal of the said company, at Indianapolis, this fourteenth (14th) day of October, A. D. 1864. J. B. McCHESNEY, Secretary of the Indiana Central Railway Company. Filed ir the office of the secretary of state of Ohio, October 17, 1864: Indiana, October 19, 1864. 432 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. FIRST MORTGAGE. Columbus and Indianapolis Central Railway Company to Arcpiibald Parkhurst, Trustee. Dated October 13, 1864. Securing $3,200,000 bonds of $1000 each, dated November 1, 1864, payable November 1, 1904, bearing 7 per cent, interest. This indenture, made on the thirteenth day of October, in the year one thousand eight hundred and sixty-four, between the Columbus and Indianapolis Central Railway Company, a corporation of the states of Ohio and Indiana, of the first part; and Archibald Parkhurst, of the city of New York, trustee upon certain trusts hereinafter provided, of the second part; witnesseth: Whereas, The Columbus and Indianapolis Railroad Company, a cor¬ poration of the state of Ohio, lately of that name, whose road extended from Columbus to Covington, and thence to Union, purchased the rail¬ road of the Richmond and Covington Railroad Company, a railroad extending from said Covington to the state line between the states of Ohio and Indiana, and which said last mentioned road, with its appur¬ tenances and appendages, for the consideration in the agreement of sale mentioned, was duly conveyed to said Columbus and Indianapolis Rail¬ road Company; whereby the railroad of the last named company formed a continuous line of railroad without break, and of the same gauge, from Columbus to said state line, and there connected by continuous line of the same gauge with the railroad of the Indiana Central Railway Company from said state line to the city of Indianapolis, in the state of Indiana. And whereas, Afterwards, the said Columbus and Indianapolis Railroad Company and the Indiana Central Railway Company, in the lawful exercise of their corporate powers under their charters and the laws of the states of Ohio and Indiana, consolidated themselves together and became one single corporation under the name of the Columbus and Indianapolis Central Railway Company, the party hereto of the first part, whereby the said party of the first part became liable for, and assumed all the just debts and liabilities existing against either of said companies thus consolidated and composing the first party. And whereas, The several corporations aforesaid, including the first party, have heretofore become indebted by mortgage bonds in the amounts following: 1. The Indiana Central Railway Company in the sum of one million three hundred thousand dollars, which is evidenced by six hundred thou¬ sand dollars of first mortgage seven per cent, bonds and not exceeding seven hundred thousand dollars of second mortgage ten per cent, bonds of said company. 2. The Columbus and Indianapolis Railroad Company in the sum of one million three hundred and fifty-six thousand dollars, which is evi¬ denced by two hundred and fifty thousand dollars of first mortgage seven per cent, bonds of the Richmond and Covington Railroad Company, one hundred and six thousand dollars of seven per cent, income bonds of CORPORATE HISTORY. 433 the same company, and one million dollars of first mortgage seven per cent, bonds of the said Columbus and Indianapolis Railroad Company (two hundred and sixty thousand of said one million being preferred). And whereas, The Columbus and Indianapolis Central Railway Com¬ pany is indebted in the sum of two hundred and forty thousand dollars on account of the purchase by the Columbus and Indianapolis Railroad Company of capital stock of the Indiana Central Railway Company, and which stock by agreement of consolidation, was surrendered to and merged in the Columbus and Indianapolis Central Railway Company, who assumed said indebtedness. And whereas, The Columbus and Indianapolis Central Railway Com¬ pany are providing additional equipment and machinery for said con¬ solidated line, requiring an expenditure of three hundred and four thou¬ sand dollars, so that the above mentioned bonds and indebtedness, to¬ gether with said funds necessary for additional equipment, heretofore and hereafter to be expended, amounts in the aggregate to three millions two hundred thousand dollars. And whereas, At a meeting of the board of directors of the Columbus and Indianapolis Central Railway Company, held at Columbus on the thirteenth day of October, A. D. 1864, the said board determined that it was expedient for said corporation to reduce to a single form and class as well all the bonded indebtedness of the Columbus and Indianapolis Central Railway Company, growing out of the one million three hundred thousand dollars of mortgage bonds issued by the Indiana Central Rail¬ way Company and three hundred and fifty-six thousand dollars of seven per cent, bonds issued by the Richmond and Covington Railroad Com¬ pany, and one million of dollars of seven per cent, mortgage bonds issued by the Columbus and Indianapolis Railroad Company, as also, to in¬ clude in the same single form and class, two hundred and forty thousand dollars to pay for the capital stock merged by the Columbus and In¬ dianapolis Railroad Company into the Columbus and Indianapolis Cen¬ tral Railway Company and assumed by it; and alto to create a fund of three hundred and four thousand dollars to pay for additional equipment and machinery, now being provided for said last named company; all which said mortgage bonds, indebtedness and fund for additional equip¬ ment and machinery, amounts in the aggregate to three millions two hun¬ dred thousand dollars. It was therefore resolved by said board: 1. That a new series of three thousand two hundred bonds of this company be prepared for issue and delivery, signed by the president and secretary, and authenticated, when issued, by the certificate of a trustee, each for the sum of one thousand dollars, to be numbered con¬ secutively from one to thirty-two hundred, bearing date the first day of November, A. D. 1864, and payable to William D. Thompson or bearer, in the city of New York, on the first day of November, A. D. one thou¬ sand nine hundred and four, with interest warrants thereto attached, signed by the secretary, for the payment of interest thereon, at the rate of seven per centum per annum, payable at the same place half-pearly on the successive first days of January and July of each year. 2. That a deed of conveyance be prepared and executed, to be signed 28 434 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. by the president and secretary, conveying the road and its appurtenances and appendages, its franchises, equipment, property, tools, income and interests to a trustee to secure the payment of said bonds and interest warrants, and in such form and with such provisions as the president of this company may, by executing, approve. That unless the board of directors otherwise direct, the said bonds shall be used for no purpose except to be negotiated, substituted or exchanged for the present outstanding bonds herein above mentioned, the payment of the said indebtedness of two hundred and forty thousand dollars and for the said additional equipment and machinery, to the amount of three hundred and four thousand dollars, and so that by the surrender and payment of said outstanding bonds, the whole bond in¬ debtedness of this company may be included and expressed in and by the bonds prepared under this resolution. 3. That a sinking fund of sixteen thousand dollars annually, to provide for the payment of said bonds, shall be formed by setting apart on the first day of January, A. D. 1866, and each and every year thereafter, on the first day of January, the sum of sixteen thousand dollars. This sink¬ ing fund shall be kept and invested by three commissioners, one of whom shall be the president of this company, the other two shall be members of this board, one of which shall be changed annually. They shall invest the said fund in the outstanding mortgage bonds of this com¬ pany, if the same can be obtained at a price not exceeding fifteen per cent, premium; otherwise, at the discretion of the commissioners, in stocks of the United States or of the states of Ohio or Indiana. 4. That the commissioners shall frame rules for the safety and manage¬ ment of the said trusts, and file the same with the treasurer, and shall annually file their report with the treasurer, showing the condition, amount and investment of said sinking fund. And whereas, The said Columbus and Indianapolis Central Railway Company hath made and executed thirty-two hundred bonds of the num¬ bers, form, denomination and character prescribed by said resolution, and hold the same to be authenticated, used and disposed of, in accord¬ ance with the provisions and requisitions of said resolution. Now, therefore, in further pursuance of said resolution and to the end and purpose of assuming the punctual payment of the said thirty-two hundred bonds and each of them, to each and every person who may become the holder of the same or any of them, this indenture witnesseth. That the said Columbus and Indianapolis Central Railway Company, party of the first part, in consideration of all and singular, the premises and for the further consideration of one dollar paid to said company by Archibald Parkhurst, party of the second part, at and before the enseal¬ ing these presents, the payment of which is hereby acknowledged, doth hereby grant, bargain, sell, enfeoff, release, assign and convey unto the said Parkhurst, his heirs, executors and administrators, all and singular, the entire railroad of the first party extending from Columbus to India¬ napolis, including the branch from Covington to Union, and its fran¬ chises, equipment, property, tolls and interest, that is to say the lands, tenements, hereditaments, fixtures, good and chattels of said company, CORPORATE HISTORY. 435 its property, rights, privileges, interest and estate of every description and nature, its rails, ties, fences, buildings and erections, its rights of way, cars, engines, tools and machinery, its rents, reservations and reversions of every nature, including all the property which said first party now possess or may hereafter acquire with the benefit of all contracts which said first party hath made, or by assignment or succession hold, or may hereafter make or have either in law or equity, and the right to all tolls, income, issues, profits and interest which may hereafter accrue to said first party from any source whatever. Provided, however, that the grant and conveyance aforesaid shall not include nor operate to transfer, nor held to prohibit the first party from selling and conveying any land which said company own that is not and cannot be used for any purpose incident to the management and business of said railroad company, or the repair of its road, nor be held to prohibit said first party from applying any money or personal property belonging to said company to the repairs of said road or its appurtenances, or to its cur¬ rent expenses, or to the purchase of the necessary machinery or the renewal thereof; and the board of directors may likewise lawfully dis¬ tribute such net annual income or profits to stockholders, after paying the interest of said bonds and providing for said sinking fund, as shall accrue beyond said interest and sinking fund. To have and to hold the premises, interests and rights which pass or are intended to pass by this conveyance unto the said Parkhurst, his heirs, assigns, executors and administrators forever. In trust, nevertheless, for the persons and corporations and for the benefit, protection and security of the persons or corporations who shall hold the bonds about to be issued by the party of the first part and for enforcing the stipulations of said company in this behalf in their true intent and meaning, whether contained in said bonds or interest warrants or in this deed. And for the better assuring and confirming the title and power of the said Parkhurst, his heirs, assigns, executors and administrators, and especially in relation to such property, interest and rights hereafter accruing to or acquired by said company and intended to pass by this conveyance, the said party of the first part hereby covenants with the said party of the second part, his heirs, assigns, executors and adminis¬ trators, that at any time hereafter, and as often as may be required by the person or persons holding the above granted estate in trust, the said company will do such acts and make such further assurances in law as such trustee or trustees shall, by counsel, learned in the law, be reasonably advised are necessary for or tend to the better carrying out of the object of the parties to this mortgage or deed of trust. In case default be made by said company in payment of any money, either principal or interest secured by this mortgage, the said party of the first part hereby covenants and agrees with the said grantee, that within six months after each default shall have been made (the same de¬ fault still continuing), the said company, on the demand of the trustee or trustees for the time being, shall surrender to him or them, or to the agent, the actual possession of the herein granted and demised prem- 43^ PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. ises, together with all the records, books, papers and accounts of said company; the expenses of taking, holding and managing said property, if possession be taken, to be paid from the income, and if necessary, from the sale of such personal property, as the trustee or trustees may deem proper. And the said party of the first part doth herewith and hereby give its warrants of attorney irrevocable, by which, in case of default by said company to make payment of any sum of money, either principal or interest, secured by this mortgage, for the period of six months after the same shall have become due and payable, the said company doth authorize any lawdul attorneys-at-law or solicitors in chancery of the state of Ohio or Indiana, to enter the appearance of said company with¬ out process in any court or courts of competent jurisdiction, to any bill or bills filed by the trustee or trustees for the time being, for the fore¬ closure and sale of the premises by this deed granted and conveyed, or any part thereof, and if requested by said trustee or trustees to consent on behalf of said company that a receiver or receivers be appointed forthwith by order of said court or courts to take possession of said road or any part thereof, and of all or any of the property, real or personal, hereby conveyed, and of all or any of the efifects, books, busi¬ ness or papers of said company, upon such terms, etc., as said court or courts shall prescribe, and further to consent that a decree or decrees forthwith pass for the sale of the whole or any part of the premises hereby granted and conveyed without appraisement, but under the direction of the court, and to enter on behalf of said company a stipulation not to appeal from said decree and not to impede the execution thereof by an application for a rehearing or by bill of review, or by other step to pro¬ duce delay. Provided, however, that said trustee shall not demand the surrender of possession of said property or file a bill for the foreclosure and sale of said premises, unless the same is requested in writing by hold¬ ers of at least one thousand of said bonds. And it is further agreed by the party of the first part that in case the said company, for the term of six months, shall make default of the pay¬ ment of its interest warrants, or any of them, then the whole principal money contained in the said bonds shall become due and payable. And it is further agreed by the party of the first part that the proceeds of the sale hereinbefore mentioned shall be applied, first, to paying said trustee all reasonable charges and expenses and to indemnify him from all liability as trustee; secondly, to paying the holders of said bonds in full or in equal proportions the principal and interest of said bonds; and lastly, to pay the surplus, if any, to the members of said company who hold stock at the time of the sale. It is hereby mutually agreed by the parties that the said trustee shall be responsible for gross negligence and wilful default only; nor shall said trustee be bound to take any steps unless, at his option, touching the execution of this trust, which, in his opinion, is likely to involve him in expense or personal liability, unless some one or more of the bond¬ holders (as often as the trustee shall deem necessary) shall give to said trustee reasonable security to indemnify him against such expenses and CORPORATE HISTORY. 437 personal responsibility, anything hereinbefore contained to the contrary notwithstanding. In all cases in which the trustee may be required to act, he is hereby invested with full powers of arbitrament and of com¬ promise and of appointing agents and attorneys to act in his behalf. Upon the decease or inability to act of the said Archibald Parkhurst, or of any other trustee hereafter appointed by a court of equity as suc¬ cessor, any court of competent jurisdiction is hereby authorized to appoint a trustee in the place of such deceased trustee, etc., on applica¬ tion by the holders of one-sixth of the number of said bonds, and by decree or otherwise, invest the person so appointed with the full estate, powers, rights, duties and obligations of the present trustee and subject to the provisions and stipulations of this indenture. And it is hereby declared that all the estate, trusts, powers, provisions, stipulations and conditions of this indenture shall attach to and be executed by whomso¬ ever shall be appointed trustee as aforesaid in the same manner as by and to the said original trustee. Provided, however, nevertheless, and these presents are upon the fol¬ lowing express condition, that if the said party of the first part shall well and truly pay to the holders of the said bonds the several and respective sums of money and interest due and accruing on the day and according to the conditions therein expressed, then and thenceforth this indenture and the estate hereby granted shall become void. In witness whereof, the said party of the first part to these presents in duplicate hath set its corporate seal, and the president and secretary, duly authorized by resolution of said company, hath for and in behalf of said company subscribed the same. Columbus and Indianapolis Central Railway, Attest: By B. E. SMITH, President. G. MOODIE, Secretary. [seal] Signed, sealed and delivered in presence of: R. B. SMITH, M. M. ANDREWS. Stamps required by law placed on bonds. Duly acknowledged before M. M. Andrews, notary public, Franklin county, Ohio, October 13, 1864. Recorded, Franklin county, Ohio, October 17, 1864, Mortgage Record 22, page 23. Also recorded in Miami, Darke, Champaign, Preble, Union, Madison counties, Ohio, and in Wayne, Hancock, Henry and Marion counties, Indiana, in October, 1864. No. -. United States of America. $1000. The Columbus and Indianapolis Central Railway Company. States of Ohio and Indiana. First Mortgage Sinking Fund Bond. Know all men by these presents, That the Columbus and Indianapolis Central Railway Company is indebted to William D. Thompson, of the city of New York, or bearer, in the sum of one thousand dollars, lawful money of the United States, which the said company promises to pay to 438 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. him, or to the bearer hereof, on the first day of November, in the year one thousand nine hundred and four, in the city of New York, with in¬ terest thereon at the rate of seven per centum per annum, payable semi¬ annually in the city of New York on the first days of July and January of each year on the presentation and surrender of the coupons hereto annexed as they severally become due, and in case of the non-payment of any half-yearly installment of interest which shall have become pay¬ able, and shall have been demanded, if such default shall continue for six months after the maturity of the said installment, the principal of this bond shall become due. in the manner and with the effect specified in the deed of trust securing such payment. This bond is one of an issue of not exceeding $3,200,000, and has a special lien on all of the railway, property, equipments and franchises of the said company, as mentioned in the deed of trust securing its payment. The holder hereof will also be entitled to the benefit and security of a sinking fund of sixteen thou¬ sand dollars, provided for and described in said deed of trust, to be set apart annually for investment out of the earnings of said company for the redemption of the three million two hundred thousand dollars secured by said deed of trust. This bond shall be transferable by delivery, or it may be registered as to its ownership on a registry to be kept by the company, and being so registered, it shall then be transferable only on the books of the company until released from such registry on said books by its owner. This bond shall not become obligatory until it shall have been authenticated by a certificate annexed to it duly signed by the trustee. In witness whereof, the said railway company has caused its corporate seal to be hereto affixed, and the same to be attested by the signatures of its president and secretary, and has also caused the coupons hereto annexed to be signed by its secretary the first day of November, in the year of our Lord eighteen hundred and sixty-four. -, Secretary. -, President. trustee’s certificate. I hereby certify that this bond is one of the series of bonds described in and secured by the deed of trust or mortgage above mentioned. --, Trustee. COUPON ANNEXED TO BOND. $35. First Mortgage Interest Warrant. $35- Due -- The Columbus and Indianapolis Central Railway Company will pay to bearer, in the city of New York, thirty-five dollars, being six months' interest on its bond. No. , Secretary. CORPORATE HISTORY. 439 No. BACK OF BOND. States of Ohio and Indiana. Columbus and Indianapolis Central Railway Company. Forty Year Seven Per Cent. Sinking Fund Bond. First Mortgage. $1000. This bond is payable to and transferable by.. on the books of the company. ■, Register. SECOND MORTGAGE. Columbus and Indianapolis Central Railway Company to Archibald Parkhurst, Trustee. Dated November i, 1864. Securing $1,000,000 bonds of $1000 each, dated November 1, 1864, payable November 1, 1904, bearing 7 per cent, interest. This indenture, made on the first day of November, in the year one thousand eight hundred and sixty-four, between the Columbus and In¬ dianapolis Central Railway Company, a corporation of the states of Ohio and Indiana of the first part; and Archibald Parkhurst of the city of New York, trustee upon certain trusts hereinafter provided, party of the second part, witnesseth: Whereas, The Columbus and Indianapolis Railroad Company, a cor¬ poration of the state of Ohio, lately of that name, whose road extended from Columbus to Covington, and thence to Union, purchased the rail¬ road of the Richmond and Covington Railroad Company, a railroad extending from said Covington to the state line between the states of Ohio and Indiana, and which said last mentioned road, with its appurtenances and appendages, for the consideration in the agreement of sale men¬ tioned, was duly conveyed to said Columbus and Indianapolis Railroad Company, whereby the railroad of the last named company, formed a continuous line of railroad, without break and of the same gauge, from Columbus to said state line, and there connected, by continuous line of the same gauge, with the railroad of the Indiana Central Railway Com¬ pany, from said state line to the city of Indianapolis, in the state of Indiana. And whereas, Afterwards, the said Columbus and Indianapolis Rail¬ road Company, and the Indiana Central Railway Company, in the lawful exercise of their corporate powers, under their charters, and the laws of the states of Ohio and Indiana, consolidated themselves together and became one single corporation; under the name of the Columbus and Indianapolis Central Railway Company, the party hereto of the first part; whereby the said party of the first part became liable for and assumed 440 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. all the just debts and liabilities existing against either of said companies thus consolidated and composing the first party. And whereas, The said Columbus and Indianapolis Railroad Company heretofore became indebted by the issue of bonds secured by a second mortgage on their said railroad and its appurtenances, etc., amounting to four hundred thousand dollars; and also became indebted by the issue of other bonds secured by a third mortgage on their said railroad, etc., amounting to four hundred thousand dollars; and whereas, the party of the first part deem it expedient to create a fund of two hundred thousand dollars (in addition to three hundred and four thousand dollars heretofore provided) to pay for any additional equipment and machinery that may be required by the party of the first part; all which said mortgage bonds and additional fund for equipment and machinery amounts, in the aggre¬ gate, to one million of dollars. And whereas, At a meeting of the board of directors of the Columbus and Indianapolis Central Railway Company, held at Columbus on the thirteenth day of October, A. D. 1864, the said board determined that it was expedient for said corporation to reduce to a single form and class, as well the said bonded indebtedness of the Columbus and India¬ napolis Central Railway Company growing out of said second and third mortgage bonds of the Columbus and Indianapolis Railroad Company, amounting to eight hundred thousand dollars, as also the said fund of two hundred thousand dollars for additional equipment and machinery; mak¬ ing, in the aggregate, one million of dollars; and it was thereupon resolved by said board: 1. That a new series of one thousand bonds, of this company, be pre¬ pared for issue and delivery, signed by the president and secretary, and authenticated, when issued, by the certificate of a trustee, each for the sum of one thousand dollars, to be numbered consecutively from one to one thousand, bearing date the first day of November, A. D. 1864, and payable to W. D. Thompson, or bearer, in the city of New York, on the first day of November, A. D. 1904, with interest warrants thereto attached, signed by the secretary, for the payment of interest thereon, at the rate of seven per centum per annum, payable at the same place, half- yearly, on the successive first days of May and November of each year. 2. That a deed of conveyance be prepared and executed, to be signed by the president and secretary, conveying the road and its appurtenances and appendages, its franchises, equipments, property, tools, income and interest, to a trustee, to secure the payment of said bonds and interest warrants, and in such form and with such provisions as the president of this company, by executing the same, shall approve, subject to a prior lien of three millions two hundred thousand dollars. 3. That unless the board of directors otherwise direct, the said bonds shall be used for no purpose except to be negotiated, substituted or ex¬ changed for the present outstanding bonds hereinabove mentioned, of eight hundred thousand dollars, and for the said additional equipment and machinery to the amount of two hundred thousand dollars; and so that, by the surrender and payment of said outstanding bonds, the whole second and third mortgage bonded indebtedness of this company may CORPORATE HISTORY. 441 be included and expressed in and by the bonds prepared under this resolution. 4. That a sinking fund of five thousand dollars annually, to provide for the payment of said bonds, shall be formed by setting apart on the first day of November, A. D. 1865, and each and every year thereafter, on the first day of November, the sum of five thousand dollars. This sinking fund shall be kept and invested by three commissioners, one of whom shall be the president of this company, the other two shall be members of this board, one of which shall be changed annually. They shall invest the said fund in the outstanding second mortgage bonds of this company, if the same can be obtained at a price not exceeding ten per cent, premium, otherwise, at the discretion of the commissioners, in stocks of the United States or the states of Ohio and Indiana. 5. The commissioners shall frame rules for the safety and management of the said trust, and file the same with the treasurer; and shall, annually, file their report with the treasurer, showing the condition, amount and investment of said sinking fund. And whereas, The said Columbus and Indianapolis Central Railway Company hath made and executed one thousand bonds of the numbers,, form, denomination and character prescribed by said resolution, and holds the same to be authenticated, used and disposed of, in accordance with the provisions and requisitions of said resolution: Now, therefore, In further pursuance of said resolution, and to the end and purpose of assuring the punctual payment of the said one thousand bonds, and each of them, to each and every person who may become the holder of the same, or any of them, this indenture witnesseth, That the said Columbus and Indianapolis Central Railway Company, party of the first part,'in consideration of all and singular the premises, and for the further consideration of one dollar, paid to said company by Archibald Parkhurst, party of the second part, at and before the ensealing these presents, the payment of which is hereby acknowledged, doth hereby grant, bargain, sell, enfeoff, release, assign and convey unto the said Parkhurst, his heirs, executors and administrators, all and singular, the entire railroad of the first party, extending from Columbus to India¬ napolis, including the branch from Covington to Union, and its fran¬ chises, equipment, property, tolls and interest, that is to say: the lands, tenements, hereditaments, fixtures, goods and chattels of said company; its property, rights, privileges, interest and estate of every description and nature; its rails, ties, fences, buildings and erections; its rights of way, cars, engines, tools and machinery; its rents, reservations and reversions, of every nature, including all the property which said first party now possess, or may hereafter acquire, with the benefit of all contracts which said first party hath made, or by assignment or succession hold, or may hereafter make or have, either in law or equity, and the right to all tolls, income, issues, profits and interests which may hereafter accrue to said first party from any source whatever: Provided, however, that the grant and conveyance aforesaid shall not include, nor operate to transfer, nor be held to prohibit the first party from selling and convey¬ ing any land which said company own that is not and cannot be used for 442 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. any purpose incident to the management and business of said railroad company, or the repair of its road; nor be held to prohibit said first party from applying any money or personal property belonging to said company to the repairs of said road or its appurtenances, or to its current expenses, or to the purchase of the necessary machinery, or the renewal thereof; and the board of directors may likewise lawfully dis¬ tribute such net annual income or profits to stockholders, after paying the interest of said bonds and providing for said sinking fund, as shall accrue beyond said interest and sinking fund. And provided, further, that this conveyance is made subject to the prior rights, property, estate and liens created by a certain mortgage or trust deed hereinafter men¬ tioned. To have and to hold the premises, interest and rights which pass, or are intended to pass, by this conveyance, unto the said Park- hurst, his heirs, assigns, executors and administrators, forever. In trust, nevertheless, for the persons and corporations, and for the benefit, protection and security of the persons or corporations, who shall hold the bonds about to be issued by the party of the first part, and for enforcing the stipulations of said company in this, behalf, in their true intent and meaning, whether contained in said bonds or in¬ terest warrants, or in this deed; and, for the better assuring and con¬ firming the title and power of the said Parkhurst, his heirs and assigns, executors and administrators, and especially in relation to such property, interest and rights hereafter accruing to, or acquired by, said company, and intended to pass by this conveyance, the said party of the first part hereby covenants with the said party of the second part, his heirs, assigns, executors and administrators, that, at any time hereafter, and as often as may be required by the person or persons holding the above granted estate in trust, the said company will do such acts and make such further assurances in law as such trustee or trustees shall, by counsel learned in the law, be reasonably advised are necessary for, or tend to, the better carrying out of the object of the parties to this mortgage or deed of trust. In case default be made by said company in payment of any money, either principal or interest, secured by this mortgage, the said party of the first part hereby covenants and agrees with the said grantee, that within six months after such default shall have been made (the same default still continuing) the said company, on the demand of the trustee or trustees for the time being, shall surrender to him or them, or to the agent, the actual possession of the herein granted and demised premises, together with all the record books, papers and accounts of said company; the expenses of taking, holding and managing said property, if posses¬ sion be taken, to be paid from the income, and, if necessary, from the sale of such personal property as the trustee or trustees may deem proper; and the said party of the first part doth herewith and hereby give its warrants of attorney, irrevocable, by which, in case of default by said company to make payment of any sum of money, either prin¬ cipal or interest, secured by this mortgage, for the period of six months after the same shall have become due and payable, the said company doth authorize any lawful attorneys-at-law, or solicitors in chancery, of the states of Ohio or Indiana, to enter the appearances of said company, CORPORATE HISTORY. 443 without process, in any court or courts of competent jurisdiction, to any bill or bills filed by the trustee or trustees, for the time being, for the foreclosure and sale of the premises by this deed granted and conveyed, or a part thereof; and, if requested by said trustee or trustees, to consent, on behalf of said company, that a receiver or receivers be appointed forthwith, by order of said court or courts, to take possession of said road, or any part thereof, and of all or any of the property, real or per¬ sonal, hereby conveyed, and of all or any of the effects, books, business or papers of said company, upon such terms, etc., as said court or courts shall prescribe; and further, to consent that a decree or decrees forth¬ with pass for the sale of the whole or any part of the premises hereby granted and conveyed, without appraisement, but under the direction of the court; and to enter, on behalf of said company, a stipulation not to appeal from said decree, and not to impede the execution thereof, by an application for a rehearing, or by bill of review, or by other step to produce delay; provided, however, that said trustee shall not demand the surrender of possession of said property, or file a bill for the fore¬ closure and sale of said premises, unless the same is requested, in writ¬ ing, by holders of at least three hundred of said bonds; and it is further agreed by the party of the first part, that in case the said company, for the term of six months, shall make default of the payment of its interest warrants, or any of them, then the whole principal money contained in the said bonds shall become due and payable; and it is further agreed by the party of the first part, that the proceeds of the sale hereinbefore mentioned shall be applied, first, to paying said trustee all reasonable charges and expenses, and to indemnify him from all liability as trustee; secondly, to paying the holders of said bonds in full or in equal pro¬ portions, the principal and interest of said bonds; and, lastly, to pay the surplus, if any, to the members of said company who hold stock at the time of the sale. It is hereby mutually agreed by the parties, that the said trustee shall be responsible for gross negligence and wilful default only; nor shall said trustee be bound to take any steps, unless at his option, touching the execution of this trust which, in his opinion, is likely to involve him in expense or personal liability, unless some one or more of the bond¬ holders (as often as the trustee shall deem necessary) shall give to said trustee reasonable security to indemnify him against such expenses and personal responsibility, anything hereinbefore contained to the contrary notwithstanding. In all cases in which the trustee may be required to act, he is hereby invested with full powers or arbitrament and of compromise, and of appointing agents and attorneys, to act in his behalf. Upon the de¬ cease or inability to act of the said Archibald Parkhurst, or of any other trustee hereafter appointed by a court of equity as successor, any court of competent jurisdiction is hereby authorized to appoint a trustee in the place of such deceased trustee, on application by the holders of one- sixth of the number of said bonds, and by decree or otherwise invest the person so appointed with the full estate, powers, rights, duties and obligations of the present trustee, and subject to the provisions and 444 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. stipulations of this indenture. And it is hereby declared, that all the estate, trust, powers, provisions, stipulations and conditions of this in¬ denture, shall attach to and be executed by whomsoever shall be appointed trustee as aforesaid, in the same manner as by and to the said original trustee. Provided, however, nevertheless, and these presents are upon the fol¬ lowing express condition, that if the said party of the first part shall well and truly pay to the holders of the said bonds the several and respective sums of money and interest due and accruing, on the day and according to the conditions therein expressed, then and thenceforth this indenture, and the estate hereby granted, shall become void. It is hereby made known and declared, that this conveyance, and the trusts and provisions therein contained, are subordinate and subject to a prior lien, created by a certain mortgage or trust deed heretofore exe¬ cuted by the first to the second party, and dated on the thirteenth day of October, A. D. 1864, to secure the payment of thirty-two hundred bonds of one thousand dollars each, with interest from January 1st, 1865, at the rate of seven per cent, per annum, payable semi-annually, and which bonds are due on the first day of November, in the year one thousand nine hundred and four, and are further secured by the reserva¬ tion annually of a sinking fund of sixteen thousand dollars. In witness whereof, the said party of the first part to these presents, in duplicate, hath set its corporate seal; and the president and secretary, duly authorized by resolution of said company, hath, for and in behalf of said company, subscribed the same. Columbus and Indianapolis Central Railway, [seal] By B. E. SMITH, President. Attest: G. MOODIE, Secretary. Signed, sealed and acknowledged in presence of us: WM. FERSON, WM. JAMISON. Stamps required by law placed on bonds. Duly acknowledged before Wm. Jamison, notary public, Franklin county, Ohio, November 4, 1864. Recorded, Franklin county, Ohio, November 7* 1864, Mortgage Record No. 22, page 88. Also recorded in Madison, Union, Champaign, Darke, Miami, Preble counties, Ohio, and in Marion, Wayne, Henry and Han¬ cock counties, Indiana, in November, 1864. N°- . United States of America. $1000. The Columbus and Indianapolis Central Railway Company. States of Ohio and Indiana. Second Mortgage Sinking Fund Bond. Know all men by these presents, That the Columbus and Indianapolis Central Railway Company is indebted to William D. Thompson, of the CORPORATE HISTORY. 445 city of New York, or bearer, in the sum of one thousand dollars, lawful money of the United States, which the said company promises to pay to him or to the bearer hereof, on the first day of November, in the year one thousand nine hundred and four, in the city of New York, with interest thereon at the rate of seven per centum per annum, payable semi¬ annually in the city of New York, on the first days of May and November of each year, on the presentation and surrender of the coupons hereto annexed as they severally become due, and in case of the non-payment of any half-yearly installment of interest which shall have become payable, and shall have been demanded, if such default shall continue for six months after the maturity of the said installment, the principal of this bond shall become due in the manner and with the effect specified in the deed of trust securing such payment. This bond is one of an issue of not exceeding $1,000,000 and has a special second lien, on all of the railway, property, equipments and franchises of the said company, as mentioned in the deed of trust securing its payment, subject to prior mortgage liens of $3,200,000. The holder hereof will also be entitled to the benefit and security of a sinking fund of five thousand dollars, provided for and described in said deed of trust, to be set apart annually for investment, out of the earnings of said company for the redemption of the one million dollars secured by said deed of trust. This bond shall be transferable by delivery, or it may be registered as to its ownership on a registry to be kept by the company, and being so registered, it shall then be transferable only on the books of the company until released from such registry on said books by its owner. This bond shall not become obligatory until it shall have been authenticated by a certificate annexed to it duly signed by the trustee. In witness whereof, the said railway company has caused its corporate seal to be hereto affixed, and the same to be attested by the signatures of its president and secretary, and has also caused the coupons hereto annexed to be signed by its secretary, the first day of November, in the year of our Lord eighteen hundred and sixty-four. -, Secretary. -, President. I hereby certify that this bond is one of the series of bonds described in and secured by the deed of trust or mortgage above mentioned. A. PARKHURST, Trustee. COPY OF COUPON ATTACHED TO BOND. $35. Second Mortgage Interest Warrant. $35. Due November 1st, 1904. The Columbus and Indianapolis Central Railway Company will pay to bearer, in the city of New York, thirty-five dollars, being six months’ interest on its bond. No. , Secretary. 446 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. ENDORSEMENT ON BACK OF BOND. States of Ohio and Indiana. Columbus and Indianapolis Central Railway Company. Forty Year Seven Per Cent. Sinking Fund Bond. No. -. Second Mortgage. $1000. Interest payable May and November; redeemable November, 1904, in the city of New York. ..18 This bond is payable to. and transferable by.on the books of the company. -, Register. UNION AND LOGANSPORT RAILROAD COMPANY . 1 ARTICLES OF ASSOCIATION. Be it known that the undersigned, whose respective places of resi¬ dence are set down in their subscriptions hereto, for the purpose of organizing a company to construct, own and maintain a contemplated railroad hereinafter named, pursuant to and under the provisions of an act of the legislature of the state of Indiana, entitled “ An act to pro¬ vide for the incorporation of railroad companies,” approved May 11, 1852, and also an act entitled “ An act to empower railroad companies to receive lands, lots and other property in subscription of stock,” approved January 20th, 1852, and of such acts of the said legislature since passed in aid of or amendatory to said acts, do hereby, each for himself, sub¬ scribe for the number of shares of the capital stock of said contemplated corporation set opposite our respective names, payable as may be here¬ after ordered and directed by the board of directors of the said corpora¬ tion, and we hereby adopt and subscribe to the following articles of asso¬ ciation for said corporation. Article 1st. The name of this corporation shall be the Union and Logansport Railroad Company. Art. 2nd. The capital stock of the company shall be two millions of dollars, which shall be divided into eighty thousand shares of twenty- five dollars each. Art. 3rd. The number of directors to manage the affairs and business of the company shall be seven, a majority of whom shall be a quorum to do business, and we hereby select the following named persons to con¬ stitute the first board of directors, to wit: Jonas Ward, Jeremiah Smith, David R. McKinney, Aaron C. Swayzee, David Bish, Geo. W. Webster and John Willson. Art. 4th. The purpose and object of this corporation is to construct, own and maintain a railroad commencing at the state line in the town of Union, in Randolph county, in the state of Indiana, and running thence 1 See page 50. CORPORATE HISTORY. 447 on such route as may be selected by the corporation, to the city of Logansport, in the county of Cass, in the said state, and there to make such intersections and connections with other railroads, as the corpora¬ tion may choose to make, the said railroad to pass into or through the counties of Randolph, Jay, Blackford, Grant, Miami, and Cass, in the state of Indiana, and to be about ninety-three miles long, as near as may be. Signed by 46 subscribers. Filed in the office of the secretary of state of Indiana, January 5, 1863. AGREEMENT Between the Union and Logansport Railroad Company and the Marion and Mississinewa Valley Railroad Company. Dated January 8, 1863. For the sale to the Union and Logansport Railroad Company of the Marion and Mississinewa Valley Railroad. It is agreed by and on the part of the Union and Logansport Railroad Company, a corporation created and existing under and by virtue of the laws of the state of Indiana, to and with the Marion and Mississinewa Valley Railroad Company, a corporation created and existing under and by virtue of the laws of the state of Indiana, that, in consideration of the conveyance by the last named company to the first named company of the roadbed, right of way, turn-outs, station and depot grounds, and gravel banks, constituting and lying along its line of road from the town of Union, in Randolph county, in the state of Indiana, to the city of Logansport, in the county of Cass, in said state, and also the books, papers, records and office furniture of the said Marion and Mississinewa Valley Railroad Company, and all other property and assets that may remain after the debts of the said company shall be fully paid and dis¬ charged, the said Union and Logansport Railroad Company will issue and deliver to the stockholders of the said Marion and Mississinewa Valley Railroad Company, stock of the said Union and Logansport Rail¬ road Company, to half the amount of the original stock of the Marion and Mississinewa Valley Railroad Company that may be presented in even shares at the office of the Union and Logansport Railroad Company and surrendered to be canceled, at any time within one year from this date; but the Union and Logansport Railroad Company shall not be required to issue a fractional share of stock to any stockholder of the Marion and Mississinewa Valley Railroad Company, nor for interest, nor for stock that has been issued for interest, but only for original stock that has been and is now fully paid out to the said Marion and Mississinewa Valley Railroad Company. In witness whereof, and by order of the board of directors of the said 448 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Union and Logansport Railroad Company, this agreement is signed by its president and attested by secretary this 8th day of January, 1863. The Union and Logansport Railroad Company, By D. R. McKINNEY, Vice-President. Attest: JAMES BROWNLEE, Secretary of U. & L. Co. The Marion and Mississinewa Valley Railroad Company, By JOEL N. CONVERSE, President. Attest: JAMES BROWNLEE, Secretary of M. & M. V. R. R. Co. DEED. Marion and Mississinewa Valley Railroad Company to the Union and Logansport Railroad Company. Dated January 9, 1863. Conveying railroad, properties, etc., of the Marion and Mississinewa Valley Railroad Company. This indenture, made this ninth day of January, A. D. 1863, between the Marion and Mississinewa Valley Railroad Company, a corporation created and existing by the laws of the state of Indiana, of the first part, and the Union and Logansport Railroad Company, a corporation created and existing under and by virtue of the laws of said state of the second part, witnesseth: That in consideration that the party of the second part agrees to issue to the stockholders of the party of the first part stock of the party of the second part, to half the amount of the stock of the party of the first part that shall be surrendered to be cancelled at the office of the party of the second part, within one year from this date, the party of the first part hath sold, transferred, assigned and conveyed, and by these presents does sell, transfer, assign, convey and confirm unto the party of the second part, its successors and assigns forever, the following property now owned by the party of the first part, to wit: the roadbed, right of way, turn-outs, station and depot grounds and gravel banks constituting and lying on and along its line of road, extending from the town of Union, in Ran¬ dolph county, in the state of Indiana, to the city of Logansport, in the county of Cass, in said state; and also all the books, papers, records and office furniture of the said party of the first part, and all property and assets of the party of the first part that may remain after the debts of the party of the first part shall be fully paid and discharged, with all the rights, privileges and appurtenances to the same belonging or in any wise appertaining. To have and to hold the same and every part thereof to the said party of the second part, its successors and assigns forever. 1 In witness whereof and by order of the board of directors of the said Marion and Mississinewa Valley Railroad Company, this indenture is CORPORATE HISTORY. 449 signed by its president, countersigned by its secretary, and sealed with its seal, this ninth day of January, A. D. 1863. Marion and Mississinewa Valley Railroad Company, By JOEL N. CONVERSE, President. JAMES BROWNLEE, Secretary. Acknowledged before Charles S. Tibbets, notary public, Grant county, Indiana, January 9, 1863. MORTGAGE. Union and Logansport Railroad Company to Joseph T. Thomas, Trustee. Dated December 1, 1865. Securing $2,000,000 bonds of $1000 each, dated December 1, 1865, payable December 1, 1905, bearing 7 per cent, interest. This indenture, made on this first day of December, in the year one thousand eight hundred and sixty-five, between the Union and Logans¬ port Railroad Company, a corporation of the state of Indiana, of the first part; and Joseph T. Thomas, of the city of Philadelphia, trustee upon certain trusts hereinafter provided, of the second part, witnesseth: Whereas, At a meeting of the board of directors of the Union and Logansport Railroad Company, held at Union City, Ind., on the thirtieth day of October, A. D. 1865, it was by said board of directors resolved: First. That for the purpose of providing additional means for the construction of our railroad from Union City to Logansport, and for paying for materials for the same, and for borrowing money for the same, or for either of said purposes, in whole or part, and for the pur¬ pose of securing the repayment of any money so borrowed, a series of two thousand bonds of this company be prepared for issue and delivery, signed by the president and secretary, and authenticated, when issued, by the certificate of a trustee, each for the sum of one thousand dollars, to be numbered consecutively from one to two thousand, bearing date the first day of December, A. D. 1865, and payable to J. Edgar Thomson or bearer, in the city of New York, on the first day of De¬ cember, A. D. 1905, with interest warrants thereto attached, signed by the secretary, for the payment of interest thereon, at the rate of seven per centum per annum, payable at the city of New York, half-yearly, on the successive first days of April and October of each year. That said bonds when issued and paid out or sold and delivered, shall have and hold a first and exclusive lien on all the franchises, railroad buildings and real estate and railroad tracks, and the iron and materials for the same, and on all the equipments, rolling stock, cars, machinery and other property necessary for or provided to be used in the operating of said road; and which is now possessed by said company or may here¬ after be possessed. Second. That a deed of conveyance be prepared and executed, to be signed by the president and secretary, conveying the road and its appur- 29 450 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS R\ . CO. tenances, and its appendages, its franchises, equipments, property, tools, income and interests as above specified, to Joseph T. Thomas, as trustee, to secure the payment of said bonds and interest warrants, and in such form and with such provisions as the president of the company may by executing approve. * Third. That a sinking fund of ten thousand dollars annually, to pro¬ vide for the payment of said bonds, shall be formed by setting apart on the first day of April, A. D. 1868, and each and every year thereafter, on the first day of April, the sum of ten thousand dollars. This sinking fund shall be kept and invested by three commissioners, one of whom shall be the president of this company, the other two shall be members of this board, one of which shall be changed annually. They shall invest the said fund in the outstanding mortgage bonds of this company, if the same can be obtained at a price not exceeding ten per cent, premium; otherwise, at the discretion of the commissioners, in stock of the United States or of the state of Indiana. That said com¬ missioners shall frame rules for the safety and management of the said trust, and file the same with the treasurer, and shall annually file theii report with the treasurer, showing the condition, amount and investment of said sinking fund. Ordered, That the president of this company is hereby authorized and directed to proceed immediately to make, execute and prepare for de¬ livery, the said two thousand bonds, and also to make, execute, acknowl¬ edge and deliver the said mortgage, securing the same and conveying and mortgaging for that purpose, the franchises and property in this order specified, and that when said mortgage and bonds shall be so prepared and ready for issue, he shall be and hereby is fully authorized to use, sell, deliver and appropriate the same, as shall be required for the construction of the road. And whereas, The said Union and Logansport Railroad Company hath made and executed twenty hundred bonds of the numbers, form, de¬ nomination and character prescribed by said resolution, and hold the same to be authenticated, used and disposed of in accordance with the provisions and requisitions of said resolution. Now, therefore, In further pursuance of said resolution and to the end and purpose of assuring the punctual payment of the said twenty hundred bonds, and each of them, to each and every person who may become the holder of the same, or any of them, this indenture witnesseth, That the said Union and Logansport Railroad Company, party of the first part, in consideration of all and singular the premises, and for the further con¬ sideration of one dollar, paid to said company by Joseph T. Thomas, party of the second part, at and before the ensealing these presents, the payment of which is hereby acknowledged, doth hereby grant, bargain, sell, enfeoff, release, assign and convey unto the said Joseph T. Thomas, his heirs, executors and administrators, all and singular, the entire railroad of the first party, extending from Union City to Logansport, and its franchises, equipment, property, tolls and interests, that is to say: the lands, tenements, hereditaments, fixtures, goods and chattels of said com¬ pany; its property, rights, privileges, interest and estate of every de- CORPORATE HISTORY. 451 scription and nature; its rails, ties, fences, buildings and erection; its rights of way, cars, engines, tools and machinery; its rents, reservations and reversions of every nature, including all the property which said first party now possess or may hereafter acquire, with the benefit of all contracts which said first party hath made, or by assignment or succes¬ sions hold or may hereafter make or have, either in law or equity, and the right to all tolls, incomes, issues, profits and interest which may hereafter accrue to said first party from any source whatever. Provided, however, that the grant and conveyance aforesaid shall not include nor operate to transfer, nor be held to prohibit the first party from selling and conveying any land which said company own, that is not and cannot be used for any purpose incident to the management and business of said railroad company, or the repair of its road, nor be held to prohibit said first party from applying any money or personal property belonging to said company to the repairs of said road or its appurten¬ ances, or to its current expenses, or to the purchase of the necessary machinery, or the renewal thereof; and the board of directors may like¬ wise lawfully distribute such net annual income of profits to stockholders after paying the interest of said bonds and providing for said sinking fund, as shall accrue beyond said interest and sinking fund. To have and to hold the premises, interests and rights which pass or are intended to pass by this conveyance unto the said Joseph T. Thomas, his heirs, assigns, executors and administrators forever. In trust nevertheless, for the persons and corporations, and for the benefit, protection and security of the persons or corporations who shall hold the bonds about to be issued by the party of the first part, and for enforcing the stipulations of said company in this behalf in their true intent and meaning, whether contained in said bonds or interest war¬ rants or in this deed. And for the better assuring and confirming the title and power of the said Joseph T. Thomas, his heirs, assigns, executors and administrators, and especially in relation to such property, interest and rights, here¬ after accruing to or acquired by said company and intended to pass by this conveyance, the said party of the first part hereby covenants with the said party of the second part, his heirs, assigns, executors and ad¬ ministrators, that at any time hereafter, and as often as may be required by the person or persons holding the above grantee’s estate in trust, the said company will do such acts, and make such further assurances in law as such trustee or trustees shall, by counsel learned in the law, be reasonably advised are necessary for or tend to the better carrying out of the object of the parties to this mortgage or deed of trust. In case default be made by said company in payment of any money, either principal or interest, secured by this mortgage, the said party of the first part hereby covenants and agrees with the said grantee, that within six months after such default shall have been made (the same default still continuing), the said company, on the demand of the trustee or trustees for the time being, shall surrender to him or them, or to the agent, the actual possession of the herein granted and demised premises, together with all the records, books, papers and accounts of said com- 452 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. pany; the expenses of taking, holding and managing said property, if possession be taken, to be paid from the income, and if necessary, from the sale of such personal property as the trustee or trustees may deem proper. And the said party of the first part doth herewith and hereby give its warrants of attorney, irrevocable, by which, in case of default by said company to make payment of any sum of money, either principal or interest, secured by this mortgage, for the period of six months after the same shall have become due and payable, the said company doth authorize any lawful attorney at law, or solicitor in chancery, of the state of Indiana, to enter the appearance of said company without pro¬ cess in any court or courts of competent jurisdiction, to any bill or bills filed by the trustee or trustees, for the time being, for the foreclosure and sale of the premises by this deed granted and conveyed, or any part thereof, and if requested by said trustee or trustees to consent, on be¬ half of said company, that a receiver or receivers be appointed forthwith by order of said court or courts, to take possession of said road, or any part thereof, and of all or any of the property, real or personal, hereby conveyed, and of all or any of the effects, books, business or papers of said company, upon such terms, etc., as said court or courts shall pre¬ scribe; and further, to consent that a decree or decrees forthwith pass for the sale of the whole or any part of the premises hereby granted and conveyed, without appraisement, but under the direction of the court, and to enter on behalf of said company, a stipulation not to appeal from said decree and not to impede the execution thereof by an application for a rehearing, or by bill of review, or by other step to produce delay. Provided, however, that said trustee shall not demand the surrender of possession of said property, or file a bill for the fore¬ closure and sale of said premises, unless the same is requested, in writ¬ ing, by holders of at least one thousand of said bonds. And it is further agreed by the party of the first part, that in case the said company, for the term of six months, shall make default of the payment of its interest warrants, or any of them, then the whole principal money contained in the said bonds shall become due and payable. And it is further agreed by the party of the first part, that the proceeds of the sale hereinbefore mentioned shall be applied, first, to paying said trustee all reasonable charges and expenses, and to indemnify him from all liability as trustee; secondly, to paying the holders of said bonds in full, or in equal proportions, the principal and interest of said bonds; and lastly, to pay the surplus, if any, to the members of said company who hold stock at the time of the sale. It is hereby mutually agreed by the parties that the said trustee shall be responsible for gross negligence and wilful default only, nor shall such trustee be bound to take any steps, unless at his option, touching the execution of this trust which, in his opinion, is likely to involve him in expense or personal liability, unless some one or more of the bond¬ holders (as often as the trustee shall deem necessary) shall give to said trustee reasonable security to indemnify him against such expenses and personal responsibility, anything hereinbefore contained to the contrary notwithstanding. In all cases in which the trustee may be required to CORPORATE HISTORY. 453 act, he is hereby invested with full powers of arbitrament and of com¬ promise, and of appointing agents and attorneys to act in his behalf. Upon the decease or inability to act of the said Joseph T. Thomas, or of any other trustee hereafter appointed by a court of equity as successor, any court of competent jurisdiction is hereby authorized to appoint a trustee in the place of such deceased trustee, etc., on application by the holders of one-sixth of the number of said bonds, and by decree or otherwise, invest the person so appointed with the full estate, powers, rights, duties and obligations of the present trustee, and subject to the provisions and stipulations of this indenture. And it is hereby declared that all the estate, trusts, powers, provisions, stipulations and conditions of this indenture shall attach to and be exe¬ cuted by whomsoever shall be appointed trustee as aforesaid, in the same manner as by and to the said original trustee. Provided, however, nevertheless, and these presents are upon the fol¬ lowing express condition, that if the said party of the first part shall well and truly pay to the holders of the said bonds the several and respective sums of money and interest due and accruing on the day and according to the conditions therein expressed, then and thenceforth this indenture and the estate hereby granted shall become void. In witness whereof the said party of the first part to these presents, in duplicate, hath set its corporate seal; and the president and secretary, duly authorized by resolutions of said company, hath, for and in behalf of said company, subscribed the same. Union and Logansport Railroad Company, [seal] By J. N. CONVERSE, President. GEO. DELAND, Secretary. Stamps required by law placed on bonds. Duly acknowledged before L. D. Lambert, notary public, Randolph county, Indiana, December i, 1865. Recorded, Grant county, Indiari%, December 20, 1865, Mortgage Record “ E,” page 177. Also recorded in Jay, Miami, Blackford, Randolph and Cass counties, Indiana. FORM OF BOND. No. -. United States of America. $1000. The Union and Logansport Railroad Company. $1000. State of Indiana. First Mortgage Sinking Fund Bond. Know all men by these presents, That the Union and Logansport Railroad Company is indebted to J. Edgar Thomson or bearer in the sum of one thousand dollars, lawful money of the United States, which the said company promises to pay to him or to the bearer hereof, on the first day of December, in the year one thousand nine hundred and five, in the city of New York, with interest thereon at the rate of seven per centum per annum, payable semi-annually in the city of New York, on the first days of April and October of each year, on the presentation and surrender of the coupons hereto annexed as they severally become 454 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. due, and in case of the non-payment of any half-yearly instalment of interest which shall have become payable, and shall have been demanded, if such default shall continue for six months after the maturity of the said instalment, the principal of this bond shall become due, in the man¬ ner and with the effect specified in the deed of trust securing such pay¬ ment. This bond is one of an issue of not exceeding $2,000,000, and has a special first lien on all of the railroad, property, equipments and fran¬ chises of the said company as mentioned in the deed of trust securing its payment. The holder hereof will also be entitled to the benefit and security of a sinking fund of ten thousand dollars, provided for and de¬ scribed in said deed of trust, to be set apart annually for investment out of the earnings of said company for the redemption of the two million dollars secured by said deed of trust. This bond shall be transferable by delivery, or it may be registered as to its ownership on a registry to be kept by the company, and being so registered it shall then be transferable only on the books of the company until released from such registry on said books by its owner. This bond shall not become obli¬ gatory until it shall have been authenticated by a certificate annexed to it duly signed by the trustee. In witness whereof, the said railroad company has caused its corporate seal to be hereunto affixed, and the same to be attested by the signatures of its president and secretary, and has also caused the coupons hereto annexed to be signed by its secretary, this first day of December, in the year of our Lord eighteen hundred and sixty-five. -, Secretary. -» President. trustee’s certificate. I hereby certify that this bond is one of the series of two thousand bonds described in and secured by the deed of trust or mortgage above mentioned. And that said deed of trust securing the same has been duly executed and delivered to me. ^ -, Trustee. MARION AND MISSISSINEWA VALLEY RAILROAD COMPANY (First ). 1 ARTICLES OF ASSOCIATION. Be it known that the undersigned, whose respective places [of abode] are set down in the margin, for the purpose of organizing a company for the construction, owning and maintaining of a contemplated railroad here¬ inafter named, in pursuance of an act of the legislature of the state of Indiana, entitled “ An act to provide for the incorporation of railroad companies,” approved May nth, 1852, do hereby, each for himself, sub¬ scribe for the number of shares in the capital stock of said contemplated railroad set opposite our respective names, such subscription payable to said company, as the board of directors of said company when elected, or 1 See page 53. CORPORATE HISTORY. 455 their successors, may from time to time order and require, and do hereby subscribe and agree to the following articles of association, to wit: Article I. The name and style of the corporation shall be “ The Marion and Mississinewa Valley Railroad Company.” Art. 2. The capital stock of said company shall be eight hundred thousand dollars, to consist of thirty-two thousand shares, of twenty-five dollars each. Art. 3. The eastern terminus of said road shall be the town of Union, on the state line dividing the states of Ohio and Indiana; thence run¬ ning on the most eligible route to the town of Marion, Grant county, Indiana, via of or to Deerfield, in Randolph county, and Hartford, in Blackford county. Art. 4. The length of said road is stated, as near as may be, to be fifty miles, and running through Randolph, Jay, Blackford and Grant counties in the state of Indiana. Art. 5. The number of directors to manage the affairs of said com¬ pany shall be thirteen, and we hereby declare the following are the names of the directors elected by us from our own number to constitute the first board of directors of said company, to wit: George Webster, Edward Edgar, Henry James, Joseph G. Vanhorn, Jno. M. Wallace, Samuel Thompson, Hiram P. Weeks, Jno. D. Marshall, James Brown¬ lee, Ephraim Smith, Fielding S. McKinney, William Lomax, and Joseph Lomax. In witness whereof, we have hereunto set our names as parties to the foregoing articles and subscribed to the capital stock as aforesaid this 30th day of December, A. D. 1852. Signed by sixty subscribers. Filed in the office of the secretary of state of Indiana, January 12, 1853. MORTGAGE. Marion and Mississinewa Valley Railroad Company to Moses G. Mitchell, Trustee. Dated October 1, 1853. Securing $1,000,000 bonds of $1000 each, dated October 1, 1853, payable October 1, 1863, bearing 7 per cent, interest. • This indenture, made this first day of October, A. D. one thousand eight hundred and fifty-three, between the Marion and Mississinewa Valley Railroad Company, a corporation duly organized as such under the laws of the state of Indiana, of the first part, and Moses G. Mitchell, of the city of Piqua, in the state of Ohio, of the second part: Whereas, The party of the first part, pursuant to the terms of the statute authorizing the organization of railroad companies and other statutes affecting such companies, are engaged in constructing a rail¬ road from Union City, on the eastern line of said state of Indiana, to the town of Marion, in the state of Indiana aforesaid, and for that pur¬ pose need and have resolved to purchase and transport iron rails therefor, 456 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. and also to raise money by loan for such purchase and transportation, and for the construction and equipment of the road, to an amount not exceeding one million of dollars; and in order to secure payment there¬ for, or repayment thereof, to execute, within the present year, certain bonds, not exceeding one thousand in number, dated October 1st, 1853, for the sum of one thousand dollars each, to persons lending such money, or furnishing such rails and equipments, payable on the first day of October, in the year one thousand eight hundred and sixty-three, and bearing interest at the rate of seven per centum per annum, payable semi¬ annually, on the first day of April next, and of each October and April thereafter the date thereafter, until the principal shall be paid, to be on an equality so far as regards security for the repayment thereof by these presents, notwithstanding the same may be issued at different times, each of said bonds being authenticated by a certificate signed by the said party of the second part, and a portion thereof containing a clause permitting the holders to exchange the same at par for shares of stock in said railroad company at par. Now, therefore, this indenture witnesseth, That the parties of the first part, in order to secure the payment of said bonds and interest, and in consideration of the sum of one dollar to them at the sealing and de¬ livery thereof in hand, paid by the said party of the second part, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell transfer and convey to the said party of the second part and his suc¬ cessors, in the trust hereby created and assigned, all the following present and in the future to be acquired property of the said parties of the first part, that is to say, their road, made or to be made, including the right of way and land occupied thereby, together with the superstructure and tracks thereon, and all rails and other materials used therein or procured therefor, inclusive of iron rails purchased, or to be purchased, or paid for, with the above described bonds, or the money obtained therefor, bridges, viaducts, culverts, fences, depot grounds and buildings thereon, engines, tenders, cars, tools, machinery, materials, contracts, and all other real and personal property, right thereto or interest therein; together with all the tools, rents or income to be had or levied there¬ from, and all franchises, rights and privileges of the said parties of the first part, of, in, to or concerning the same, including the following described real estate, in the county of Grant and state of Indiana, to wit: The undivided one-half of lot number two, in block number two, in Oppy’s addition to the town of Marion. The undivided one-half of lot number four, in block number one, in Oppy’s addition to the town of Marion. Part of lot number six, in block number eleven, in the original plat of the town of Marion. Lot number one, in block number thirty- two, in the original plat of the town of Marion. Lot number five, in block number ten, in the original plat of the town of Marion. Lot number two, in block number three, in Willent’s addition to the town of Marion. Lot number four, in block number twenty-three, in the original plat of the town of Marion. Lot number two, in block number one, in Oppy’s addition to the town of Marion. Part of the west half CORPORATE HISTORY. 457 of the southeast quarter of section six, township number twenty-four, north of range number eight east eleven (n) acres. Part of the west half of the southeast quarter of section number six, in township number twenty-four, north of range number eight east sixty one-hundredths (0.60) acres. The south end of the east half of the southeast quarter of section ten, in township number twenty-four, north of range number eight east fifteen (15) acres off of the southwest corner of the west half of the northwest quarter of section number fourteen in township number twenty-four north of range number eight east thirteen (13) acres. Part of the southwest quarter of section number seven, in township number twenty-four, north of range number nine east, eighty (80) acres. The northwest quarter of the southwest quarter of section number fourteen, in township twenty-four, north of range number nine east, forty (40) acres. The southeast quarter of section fourteen, in township number twenty- four, north range number nine east, one hundred and sixty (160) acres. The southwest quarter of section number sixteen, in township number twenty-four, north of range number nine east forty (40) acres. The west part of the north half of the northeast quarter of section number five, in township number twenty-three, north of range number nine east, twenty (20) acres. Four-fifths of the west half of the southwest quarter of sec¬ tion thirty-five, in township twenty-four, north of range nine east, and four-fifths of the north half of the northwest quarter of section number two, in township number twenty-three, north of range number nine east, and four-fifths of the northeast quarter of section number three, in town¬ ship number twenty-three, north of range number nine east, two hun¬ dred (200) acres. The west half of the southwest quarter of section number thirteen, in township number twenty-three north of range num¬ ber nine east, eighty (80) acres. The northwest quarter of section num¬ ber six, in township number twenty-three, north of range number nine east, one hundred and six and seventy-five one-hundredths (106.75) acres. The north part of the east half of the northeast quarter of section number twenty-seven, in township number twenty-four, north of range number nine east, twenty-seven and fifty one-hundredths (27.50) acres. The east half of the northeast quarter of section number twenty-three, in town¬ ship number twenty-four, north of range number nine east, eighty (80) acres. The east half of the northwest quarter of section number twenty- two, in township number twenty-four, north of range number nine east, eighty (80) acres. The north half of the south of section number twenty- seven, in township number twenty-*four, north of range number seven east, seventy-two and twenty-four one-hundredths (72.24) acres. The east side of the northwest quarter of section number thirty, in township number twenty-five, north of range number seven east, eighty (80) acres. The southeast quarter of the northwest quarter of section number eleven, in township number twenty-four, north of range number seven east, forty (40) acres. The northeast corner of section number three, in town¬ ship number twenty-four, north of range number six east, eight (8) acres. The southwest quarter of the northwest quarter of section twenty-five, and the southwest quarter of the southeast quarter of section thirty-three, in township number twenty-four, north of range number six east, eighty 45 § PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. (80) acres. The south part of the west half of the northeast quarter of section number two, in township number twenty-four, north of range number six east, twenty-five (25) acres. The east part of the north half of the northeast quarter of section number six, in township number twenty-four, north of range number seven east, twenty (20) acres. The east half of the south half of the northwest quarter of section number six, in township number twenty-four, north of range number seven east, forty (40) acres. The west part of the north half of the northwest quarter of section number six, in township number twenty-four, north of range number seven east, fifty-four and twenty-four one-hundredths ( 54 - 2 4 ) acres. Part of the northeast quarter, eleven (11) acres, in section num¬ ber twenty-five, and the east half of the northwest quarter of section number twenty-five, in township number twenty-four, north of range number seven east, ninety-one and eighty-two one-hundredths (91.82) acres. The undivided half of the west half of the northwest fractional quarter of section number fourteen, excepting thirteen and three-quarters acres off of the south end in township number twenty-four, north of range number seven east, forty (40) acres. The southwest quarter of the northwest quarter of section number thirty-five, in township number, four, north of range number nine east, forty (40) acres. The southeast quarter of the southeast quarter of section number thirteen, in township number twenty-four, north of range number nine east, forty (40) acres. The west half of the northwest quarter of section number thirty-six, in township number twenty-four north, and the east half of the northeast quarter (excepting half of an acre) of section thirty-five, and the south¬ west quarter of the northeast quarter of section number thirty-five, in township number twenty-four, north of range number nine east, one hundred and ninety-nine and fifty one-hundredths (i 99 - 5 o) acres. The south half of the southwest quarter of section number thirty-four, in township number twenty-four, north of range number nine east, eighty (80) acres. In the southwest corner of the north half of the southwest quarter of section number thirty-six, in township number twenty-four north of range number nine east, six (6) acres. The north part of the west half of the northwest quarter of section number twenty-five, in township number twenty-four, north of range number six east, ten (10) acres. The northeast quarter of the southwest quarter of section num¬ ber thirty-five, in township number twenty-five, north of range number six east, forty (40) acres. The southeast quarter of the northwest quarter of section number thirty-one, in township number twenty-five, north of range number seven east, forty (40) acres. The southeast quarter of section number nineteen, and the north side of the northeast quarter of section number thirty, in township number twenty-four, north of range number nine east, two hundred and sixty (260) acres. The west half of the southeast quarter of section number thirty-six, in township number twenty-five, north of range number seven east, eighty (80) acres. The north half of the northwest quarter of section number four, in township number twenty-five, north of range number nine east, seventy-one and twelve one-hundredths (71.12) acres. Part of the northeast quarter of section number five, in township number twenty-five, north of range CORPORATE HISTORY. 459 number eight east, one hundred and twenty-six and thirty-five one-hun¬ dredths (126.35) acres. The west half of the northwest quarter of section number thirty-four, in township number twenty-five, north of range number seven east, eighty (80) acres. The east half of the southwest •quarter of section number thirty-six, in township number twenty-five, north of range number seven east, eighty (80) acres. The south part of the south half of the northeast quarter of section number thirty-five, in township number twenty-five, north of range number six east, twenty {20) acres. The northwest quarter of the southeast quarter of section number thirty-six, in township number twenty-five, north of range num¬ ber six east, forty (40) acres. The southwest quarter of the southwest quarter of section number four, in township number twenty-three, north of range number six east, forty (40) acres. The northeast quarter of the southeast quarter of section number thirty-one, in township number twenty-five, north of range number nine east, forty (40) acres, and the northwest quarter of the northeast quarter of section number thirty-two, in township number twenty-five, north of range number nine east, forty (40) acres. Total amount of acres in grant, two thousand eight hundred and thirty-eight and twelve one-hundredths (2838.12). Also the following lands in the county of Blackford and state of Indiana aforesaid: The west half of the northwest quarter of section eleven, in township number twenty-three, north of range number eleven east, eighty (80) acres. The northwest quarter of the southwest quarter of section number thirty-four, in township number twenty-three, north of range number ten east, forty (40) acres. The east half of the northeast quarter of section number twenty-three, in township number twenty-three, north of range number ten east, eighty (80) acres. The east half of the southwest quarter of section number seven, in township number twenty- three, north of range number eleven east, seventy-three and fifty one- hundredths (73.50) acres. The east half of the southwest quarter of sec¬ tion number twenty-three, in township number twenty-four, north of range number ten east, eighty (80) acres. The northwest quarter of the northeast quarter of section number twenty-nine, in township number twenty-four, north of range number ten east, forty (40) acres. The southeast corner of the southwest quarter of section number thirty-two, in township number twenty-three, north of range number ten east, eighty (80) acres. The southeast corner of the north half of the northwest quarter of section number five, in township number twenty-two, north of range number ten east, forty (40) acres. The southwest quarter of the northwest quarter, and the east half of the northwest quarter, and the northeast of the southwest quarter of section number fourteen, in township number twenty-three, north of range number ten east, one hundred and fifty-five (155) acres. Part of the northeast quarter of sec¬ tion number fifteen, in township number twenty-three, north of range number ten east, ninety-two (92) acres. The southwest quarter of the southeast quarter of section number four, in township number twenty- three, north of range number ten east, forty (40) acres. The east half of the northwest quarter of section number eleven, in township number twenty-three, north of range ten east, eighty (80) acres. The southeast 460 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. quarter of the southeast quarter of section number one, in township number twenty-one, north of range number eleven east, forty (40) acres. The northwest quarter of the southwest quarter of section number thirty- five, in township number twenty-three, north of range number eleven east, forty (40) acres. The west half of the northeast quarter of section number twenty-seven, in township number twenty-four, north of range number ten east, eighty (80) acres. The southeast quarter of section number eighteen, in township number twenty-three, north of range num¬ ber eleven east, one hundred and sixty (160) acres. Lots one, two, three, four, five and six in block seven, and outlots four, five, six, seven and eight in the town of Hartford, and in the northwest quarter of the north¬ west quarter of section fourteen, in township number twenty-three, north of range number ten east, twelve and sixty-five one-hundredths (12.65) acres. The east half of the southeast quarter of section number nineteen, in township number twenty-four, north of range number ten east, eighty (80) acres. The northwest fraction of and the north fraction of the north¬ east quarter of section number five, in township number twenty-two, north of range number twelve east, one hundred and five and thirty-nine one- hundredths (105.39) acres. The east half of the northeast quarter of twenty, in township number twenty-three, north of range number ten east, eighty (80) acres. The northwest quarter of the northwest quarter of (and lot number one in Hartford) in section number fourteen, in township number twenty-three, north of range number ten east, one and eighty-eight one-hundredths (1.88) acres. Northeast quarter of the north¬ west quarter of, and the northwest quarter of the northeast quarter of section number thirty-four, and the southeast quarter of the northwest quarter of section number thirty-four, in township number twenty-three, north of range number eleven east, one hundred and twenty (120) acres. Lots number eleven and thirteen in the town of Hartford. Lot number three, in block nineteen, in the town of Hartford. Lot number nine in Dildine’s addition to the town of Hartford, and lot number two, in block number twenty-three, in said town. Total in Blackford county, one thousand six hundred and forty-five one-hundredths (1600.45) acres. Also the following lands in the county of Jay and state of Indiana aforesaid: The southwest quarter of the southeast quarter of section number five, in township number twenty-two, north of range number twelve east, thirty-nine (39) acres. The southwest quarter of the south¬ west quarter of section number nine, in township number twenty-two, north of range number twelve east, forty (40) acres. The southwest quarter of the northeast quarter of section number fourteen, in township number twenty-two, north of range number twelve east, forty (40) acres. The south half of the northeast quarter of section number sixteen, in township number twenty-two, north of range number twelve, east, eighty (80) acres. The northwest quarter of the southwest quarter of section number nine, and the southeast quarter of the southeast quarter of sec¬ tion number eight, in township number twenty-two, north of range number twelve east, eighty (80) acres. The southeast quarter of section number nine, in township number twenty-two, north of range number twelve east, one hundred and sixty (160) acres. The east half of the CORPORATE HISTORY. 461 northeast quarter of section nine, in township number twenty-two, north of range number twelve east, eighty (80) acres. The west half of the southeast quarter of section number eleven, in township number twenty- two, north of range number twelve east, eighty (80) acres. The south half of the northeast quarter of section number thirty-three, in township number twenty-two, north of range number thirteen east, eighty (80) acres. The west half of the southwest quarter of section number thirty- four and the south half of the northwest quarter of section number thirty-four, in township number twenty-two, north of range number thirteen east, one hundred and sixty (160) acres. The southwest quar¬ ter of the northwest quarter of section number twenty, in township num¬ ber twenty-two, north of range number thirteen east, forty (40) acres. The southwest quarter of the northeast quarter of section number seven, in township number twenty-four, north of range number fourteen east, forty (40) acres. Total in Jay county, nine hundred and nineteen (919) acres. Also the following land in the county of Randolph and state of Indiana aforesaid: The east half of the northeast quarter of section number twenty- five, in township twenty-one, north of range thirteen east, eighty (80) acres. The north part of section number three, in township number twenty-one, north of range number thirteen east, three hundred and thir¬ teen (313) acres. The northeast quarter of the southeast quarter of sec¬ tion number three, in township number twenty-one, north of range number thirteen east, forty (40) acres. The north part of the west half of the southeast quarter of section number three, in township number twenty-one, north of range number thirteen east, thirty (30) acres. The north part of the east half of the southwest quarter of section number three, in township number twenty-one, north of range number thirteen east, thirty (30) acres. The south half of the northwest quarter, and the north half of the southwest quarter of section number two, in township number twenty-one, north of range number thirteen east, one hundred and sixty (160) acres. The northeast quarter of the southeast quarter of section number twenty-one, in township number twenty-one, north of range number fourteen east, forty (40) acres. Part of the northeast quarter of section number twenty-five, in township number eighteen, north of range number one west, forty-five (45) acres. Lot number two hundred and forty-seven in the original plat of Union City. The west half of in lot number two, in block number eight, in Lank’s addition to the town of Deerfield. Lot number four, in block number five, in Lank’s addition to the town of Deerfield. Lot number three, in block number six, in the town of Deerfield. Total amount in Randolph county, seven hundred and thirty-eight (738) acres. But nothing herein contained shall be construed to prevent the parties of the first part from selling, hypothecating, or otherwise disposing of any city, county, township or other bonds, stocks, or other securities received in payment of stock or otherwise, or if any lands or other prop¬ erty of the company, not necessary to be retained for their roadway, depot grounds, stations, nor required for the construction or convenient use of their road, nor from collecting moneys due the company for stock 462 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. subscription or otherwise, provided they shall diligently proceed to collect and faithfully apply all such means to the construction and equip¬ ment of their said road; and provided also, that no default shall be made in the payment of the interest or principal of any of the above described bonds. To have and to hold the said premises, and every part thereof, with the appurtenances, unto the said party of the second part, his successors in said trust and assigns, upon the following trusts, that is to say, in case the said parties of the first part shall fail to pay the principal, or any part thereof, or any of the interest on any of said bonds, at any time when the same may become due and payable according to the tenor thereof when demanded, then, after sixty days from such default, upon request of the holders of such bond, the said party of the second part, his successors in said trust or assigns may enter into and take possession of all or any part of said premises; and as the attorney in fact, or as the agent of the said parties of the first part, by himself or agents, or substitutes, duly constituted, have use and employ the same, making from time to time all needful repairs, alterations and additions thereto, and after deducting the expenses of such use, repairs, alterations and additions, apply the proceeds thereof to the payment of the principal and interest of all the said bonds remain¬ ing unpaid, or the said party of the second part, his successors in the trust and assigns, at his or their discretion may, or on the written re¬ quest of the holders of at least one-half of the bonds then unpaid and unconverted into stock, shall cause the said premises, or so much thereof as shall be necessary to pay and discharge the principal and interest of all such of said bonds as may then be unpaid and unconverted as afore¬ said to be sold at public auction in the town of Marion, in the state of Indiana, or in the city of New York, giving at least forty days’ notice of the time, place and terms of such sale, and of the specific property to be sold by publishing the same in two newspapers of good circulation in the city of New York and in the state of Indiana, and wherever else required by the law, and execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance in fee simple for the same, which shall be a bar against the parties of the first part, their successors and assigns, and all persons claiming under them of all right or claim in or to said premises, or any part thereof; and said trustee shall, after deducting the proceeds of said sale the costs and expenses thereof and of managing such property, apply so much of the proceeds as may be necessary to the payment of said principal and interest due or unpaid on said bonds, and shall restore the residue thereof to the parties of the first part, it being hereby expressly understood that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws, by the said parties of the first part, or any injunction or stay of pro¬ ceedings or any process be applied for or obtained by them to prevent entry or sale as aforesaid; and the said parties of the first part hereby covenant, for the consideration aforesaid, to execute and deliver any further reasonable and necessary conveyance of the premises, or any part thereof, to the said party of the second part, his successors in the said trust and assigns, for more fully carrying into effect the objects CORPORATE HISTORY. 463 hereof, particularly for the conveyance of any property subsequently to the date hereof acquired by the said parties of the first part and com¬ prehended in the description contained in the premises; and the said parties of the first part hereby further covenant as aforesaid, that the money borrowed for the purposes aforesaid, upon the security of the said bonds, shall be faithfully applied to the construction of said railroad, the purchase and transportation of iron and equipments for the said road, and the expenses attending such loan and purchase, and that said iron when so purchased shall be transported and used with due diligence in the construction and finishing of said railroad; and it is hereby mutually agreed, and these presents are upon this express condition, that on payment of the principal and interest of said bonds, or the conversion thereof into stock, in manner aforesaid, the estate hereby granted to said party of the second part shall be void, and the right to the premises hereby conveyed shall revert to and revest in the said parties of the first part without any acknowledgment of satisfaction, reconveyance, re-entry or other act. And it is also further mutually agreed, that the said party of the second part, his successors in said trust and assigns, shall only be accountable for reasonable diligence in the management thereof, and shall not be responsible for the acts of any agent employed by him or them where such agent is selected with reasonable discretion; and that said party of the second part, his successors in said trust or assigns shall be entitled to receive proper compensation for every labor or service performed by him in the discharge of his trust in case he shall be com¬ pelled to take possession of said premises, or any part thereof, or manage the same. And it is further mutually agreed, that in case of the death, mental incapacity or resignation of the said party of the second part, all his estate, right, interest, power and control in the premises shall be divested, cease and determined, and the same shall from thenceforth, for the purpose aforesaid, be vested in and all and singular the trusts and duties hereinbefore enumerated shall devolve upon John P. Reznor, of the city of New York, without any other or further assurance or con¬ veyance of or for the same; and in case of the death or mental incapacity or resignation of the said John P. Reznor after the trust hereby created shall have devolved upon him, the said parties of the first part shall, or in their default to take proceedings therefor for thirty days, the holders of a majority of said bonds may apply to any Circuit Court in the state of Indiana, sitting in any county in said state, to appoint a new trustee, being resident of the city of New York, to supply his place, and there¬ upon such new trustee shall become, for the purposes aforesaid, with all rights and interest hereby conveyed or vested in said party of the second part without any further assurance or conveyance for the same; but if the same shall be necessary, both or either of the parties hereto shall execute any necessary releases or conveyances for that purpose. In witness whereof, the parties of the first part have caused their cor¬ porate seal to be hereto affixed, and the same subscribed by their president, 464 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. and the said party of the second part has set his hand and seal the day and year first above written. Marion and Mississinewa Valley Railroad Company, By JOSEPH LOMAX, President. AMBROSE W. HENLEY, Secretary. MOSES G. MITCHELL. Attest by A. W. HENLEY, Secretary. Signed, sealed and delivered in presence of us: DAVID SLUMK, as to the said Jos. Lomax and A. W. Henley. FRANCIS P. GRIFFITH, as to Jos. Lomax and A. W. Henley’s signatures. J. M. EWING, MOSES G. MITCHELL, as to Wm. B. Mitchell. Acknowledged before James F. McDowell, notary public, Grant county, Indiana, January 5, 1854, by Joseph Lomax and Ambrose W. Henley, and before Joseph M. Ewing, notary public, Miami county, Ohio, by Moses G. Mitchell, January 10, 1854. Recorded, Grant county, Indiana, January 14, 1854* Mortgage Record B, page 296. SATISFACTION OF MORTGAGE. I, Moses G. Mitchell, as trustee, contemplated in the within mortgage or deed of trust, do hereby cancel said instrument, the same having been superseded by subsequent act of the board of directors of the M. & M. V. R. R. Company. M. G. MITCHELL, Trustee M. & M. V. R. R. Co. Acknowledged before Joseph M. Ewing, notary public, Miami county, Ohio, October n, 1854. Cancellation recorded, Grant county, Indiana, October 17, 1854. MARION AND LOGANSPORT RAILROAD COMPANY . 1 ARTICLES OF ASSOCIATION. State of Indiana, to wit: Be it known that the undersigned, whose respective places of abode are set down in the margin, for the purpose of organizing a company for the construction, owning and maintaining a contemplated railroad hereinafter mentioned, in pursuance of an act of the legislature of the state of Indiana, entitled “ An act to provide for the incorporation of railroad companies,” approved May nth, 1852, do hereby, each for him¬ self, subscribe for the number of shares in the capital stock of said con¬ templated railroad set opposite our respective names. Such subscription payable to said company, as the board of directors, when elected, or their 1 See page 55. CORPORATE HISTORY. 465 successors, may from time to time order and require, and do hereby subscribe and agree to the following articles of association, to wit: Article 1st. The name and style of the corporation shall be “ The Marion and Logansport Railroad Company.” Art. 2nd. The capital stock of said company shall be five hundred thousand dollars, to consist of twenty thousand shares of twenty-five •dollars each. Art. 3rd. The eastern terminus of said railroad shall be the town of Marion, in Grant county and state of Indiana, from thence running on the most eligible route to the town of Logansport, in the county of Cass and state of Indiana. Art. 4th. The length of said railroad is stated, as near as may be, to be forty-one miles, and running through the counties of Grant, Miami and Cass, in the state of Indiana. Art. 5th. The number of directors to manage the affairs of said com¬ pany shall be thirteen, and we hereby declare the following are the names of the directors elected by us from our own number to constitute the first board of directors of said company, to wit: Thomas M. Davis, Wm. L. Brown, Wm. P. Koutz, James Brownlee, Elijah Hockett, John Baldwin, Isaac Vandevanter, John W. Wallace, John D. Marshall, Ed¬ ward Baldwin, John W. Wright, Oliver H. P. Macy, Fielding S. Mc¬ Kinney. Art. 6th. That the board of directors, or a majority of them, shall have full power and authority at any time to elect any and all officers that they may deem proper and necessary for the management of the affairs of said company, not inconsistent with the laws of the state of Indiana. In witness whereof, we have hereunto set our names, as parties to the foregoing articles and subscribed to the capital stock as aforesaid, this 25th day of April, 1853. Signed by sixty persons, subscribing an aggregate of $46,825 capital stock. Filed in the office of the secretary of state of Indiana, July 28, 1853. MORTGAGE. Marion and Logansport Railroad Company to Moses G. Mitchell, Trustee. Dated October 1, 1853. Securing $707,000 bonds of $1000 each, payable October 1, 1873, bearing 7 per cent, interest. This indenture, made this first day of October, A. D. one thousand ■eight hundred and fifty-three, between the Marion and Logansport Rail¬ road Company, a corporation duly constituted as such under the laws of the state of Indiana, of the first part, and Moses G. Mitchell, of the city of Piqua, in the state of Ohio, of the second part, witnesseth: Whereas, The parties of the first part, pursuant to the terms of the statutes of said state under which they are incorporated, and other 30 466 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. statutes of said state affecting them, are engaged in constructing a rail¬ road from the town of Marion, in Grant county and state afoiesaid, to the town of Logansport, in the county of Cass, in said state, and for that purpose need and have resolved to purchase and transport iron rails therefor and such other materials, work, labor, etc., as may be necessary for the entire construction and equipment of said road, and also to laise money by loan for that purpose not exceeding seven hundred and seven thousand dollars, and in order to secure the payment therefor, or repay¬ ment thereof, to execute their bonds, not exceeding seven hundred and seven in number, for the sum of one thousand dollars each, to the person lending such money or doing such work and labor or furnishing such equipments, payable on the first day of October, A. D. 1873* a.nd bearing interest at the rate of seven per cent, per annum, payable semi-annually on the first day of April and the first day of October in each year there¬ after at the after the date thereof, until the principal shall be paid; to be on an equality, so far as legalds the security for the repayment thereof by these presents, notwithstanding the same may be issued at different times, each of said bonds being authenticated by a certificate signed by said party of the second part, and a portion thereof containing a clause permitting the holders to exchange the same at par for shares of stock in said railroad company at par. Now, therefore, this indenture, witnesseth, That the said parties of the first part, in order to secure the payment of said bonds and interest, and in consideration of the sum of one dollar to them at the sealing and delivering hereof, in hand paid by the said party of the second part, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said party of the second part and his successors in the trust hereby created and assigns, all the following present and in future to be acquired property of the said parties of the first part, that is to say, their road, made or that is to be made, including the right of way and land occupied thereby; together with the super¬ structure and tracks thereon, and all the rails and other materials used thereon or therefor, including the iron, rails, bridges, viaducts, culverts, fences, depot grounds and buildings thereon, engines, tenders, cars, tools, machinery, materials, contracts and all other personal property, right thereto or interest therein, together with the tolls, rents or income to be had or levied therefrom, and all franchises, rights and privileges of the said party of the first part of, in, to or concerning the same; also the following described real estate or lands in parcels as hereinafter described, to wit: The half of the west half of the southeast quarter of section 29, in township 24 north, of range 6 east, containing forty acres, situate in Howard county and state of Indiana. Also The west part of the southwest quarter of the southwest quarter of section 32, in township 25 north, of range 6 east, containing ten acres, in Miami county and state of Indiana. Also The south half of the northwest quarter of section 28, in township 25 north, of range 5 east; containing 80 acres; situated in Miami county and state of Indiana. Also CORPORATE HISTORY. 467 Lot No. two (2), in block No. six (6), in the town of Mier, in Grant county and state of Indiana. Also The northwest quarter of the southwest quarter of section 25, in town¬ ship 25 north, of range 5 east; containing forty acres, in Miami county and state of Indiana. Also The west half of the northwest quarter of section 19, township 26 north, of range 2 east; containing 80 acres, in Cass county and state of Indiana. Also Lot No. eleven (11), in the town of Carthage, in Rush county and state of Indiana. Also The south end of the east half of the southwest quarter of section 23, in township 25 north, of range 5 east, in Miami county and state of In¬ diana, containing 20 acres. The undivided half of the west half of the southeast quarter of section 28, in township 29, of range 8 west, containing forty acres, in Jasper county and state of Indiana. Also lots Nos. thirty-seven and thirty-eight in the town of Circleville, Cass county, Indiana. Also Lots No. thirteen, five, six and seven in the original plat of the town of Circleville, Cass county, Indiana. Also Lots No. thirteen, fourteen, fifteen, sixteen, seventeen, eighteen, twenty, twenty-one, twenty-two, twenty-three, and twenty-four, in the first addition to the town of Circleville, Cass county, Indiana. Also the southwest quarter of the northwest quarter, and the north¬ west quarter of the southwest quarter of section eight, township ten, range one west, containing eighty acres, in Monroe county and state of Indiana. Also The south end of the west half of the northeast quarter of section three, township twenty-four, range five east; containing twenty acres, in Howard county, state of Indiana. Also Lot No. four, section three, township twenty-four, range seven east; containing sixty-three acres and sixteen hundredths of an acre, in Grant county, state of Indiana. Also the southwest quarter of the southwest quarter of section twenty-six, and the southeast quarter of the southeast quarter of section twenty-seven, and the northeast quarter of the north¬ east quarter of section thirty-four, and the northwest quarter of the northwest quarter of section thirty-five, all in township thirty-two, range three west, containing one hundred and sixty acres, in Cass county and state of Indiana. Also The west half of the southeast quarter and the southwest quarter of section three, and the south half of the northeast quarter, and the south¬ east quarter of section four, and the south half of the northeast quarter, and the southwest of the northwest quarter, and the northwest quarter of the southwest quarter of section twenty-six, all in township twenty- eight north, of range seven west; containing six hundred and forty acres, in the county of Jasper and state of Indiana. Also The east half of the southeast quarter of section eleven, township twenty-two, range two east, and the southwest quarter of the southwest quarter, in section ten, in township twenty-two, range two east, and the northeast quarter of the southwest quarter of section eight, township 468 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. twenty-two, range two east; containing in all 160 acres, in Howard county, Indiana. Also . The northwest quarter of the southeast quarter, and the north hall ot the southwest quarter of section twelve, and the southeast quarter of section thirteen, and the east half of the northeast quarter, and the east half of the southeast quarter, and the southwest of the southeast quarter of section twenty-five, all of the six last named tracts being in township twenty-nine, range five west; containing four hundred and eighty acres, in Jasper county and state of Indiana. Also The southeast quarter of the northeast quarter, and the east half of the southeast and the southwest of the southeast quarter, all in section twenty-five, township thirty, range five west; containing one hundred and sixty acres, in Jasper county, Indiana. Also The south half of the north east quarter, and the south half of the northwest quarter, and the southeast quarter of section five, township twenty-nine, range seven; containing three hundred and twenty acres, in Jasper county, Indiana. The southeast quarter of the northwest quarter, and the northeast quarter of the northwest quarter of section twenty, township thirty, range one west, containing eighty acres, in Pulaski county, Indiana. Also The southeast quarter of section 7, township three, range nine east, containing one hundred and sixty acres, in the county of Wood and state of Ohio. Also the north half of the northwest quarter of section seven, township three, range 9 east; containing eighty-seven acres and fifty-three hundredths, in the county of Wood and state of Ohio. Also The southeast quarter of the southwest quarter of section fourteen, and the northwest quarter of section twenty-three, in township thirty, range two, in Fulton county, Indiana; containing two hundred acres. Also The north half of section eighteen, township thirty, range two, in Ful¬ ton county, Indiana; containing three hundred and eleven acres and seventy-four hundredths. Also Section seven, township thirty, range two; containing six hundred and forty-four acres and forty-four hundredths, in Fulton county, Indiana. Also The southeast quarter of the southwest quarter of section nine, and the east half of the northwest quarter, and the northwest of the northeast quarter of section thirteen, and the southeast quarter of section eleven, and the south half of section twelve, in the southwest quarter of the southwest quarter of section two, all in township , range one east; contain¬ ing six hundred and eighty acres, in Fulton county, Indiana. Also The north half of the northeast quarter of section thirty-five, and south¬ east quarter of section twenty-six, and the northwest quarter of the south¬ west quarter of section twenty-two, and the northeast quarter of the southeast quarter, and the southwest of the southeast quarter of section twenty-one, and the southwest of the northwest quarter of section twenty, all of the last six named tracts are in township twenty-nine, range one east, containing four hundred acres, in Fulton county, In¬ diana. Also the south half of the northeast quarter of section nineteen, township twenty-nine, range one east, containing eighty acres, in Fulton county, Indiana. Also CORPORATE HISTORY. 469 The east half of the northeast quarter of section twenty-five, township thirty-one, range two west, containing eighty acres, in the county of Pulaski, Indiana. Also The south half of the southeast fraction of section forty-three of Michi¬ gan road lands, containing one hundred acres and sixteen hundredths, in Cass county, Indiana. Also Lot No. six (6), in the town of Florence, in Miami county and state of Indiana. Also The north half of the west half of the southeast quarter of section thirty-three in township 25, range 5 east, containing forty acres, in Miami county and state of Indiana. Also The southwest quarter of the southeast quarter of section 27, in town¬ ship 25, in range 5 east, in Miami county and state of Indiana, contain¬ ing forty acres. Also The south end of Squirrel village section, in town twenty-six, range 4 east, containing 40 acres, in Miami county and state of Indiana. Also Part of the southeast quarter of section 26, in township 25 north, of range 5, in Miami county and state of Indiana, containing 20 acres. Also The north half of the northwest quarter of the northeast quarter of section 34, in township 25, range 6, in Grant county and state of Indiana, containing 20 acres. Also Lot No. 14, in the town of Xenia, Miami county and state of Indiana. Also Part of the east half of the northwest quarter of section 35, in town 25, range 6 east, in Grant county and state of Indiana, containing 8 acres. Also The east half of the northwest quarter of the northeast quarter of sec¬ tion 32, in township 25, range 6 east, containing twenty acres, in Miami county and state of Indiana. Also Lots four, five and eight, in block No. 3, in Mackey and Addington’s addition to the town of Xenia, in Miami county and state of Indiana. Also The southeast quarter of the southwest quarter of section 21, in town¬ ship 24, range 6 east, in Grant county and state of Indiana, containing forty acres. Also Part of the northeast quarter of the northeast quarter of section thirty-two (32), township 25, range 6, in Miami county and state of Indiana, containing three acres. Also Part of southeast quarter of section 29, in township 25, range 6, in Miami county and state of Indiana. Also The east half of the northwest quarter of section 33, in township No. 12, of range one west; and also The northwest quarter of the northwest quarter of same section, town¬ ship and range, and the northeast quarter of the northwest quarter of section 33, in same township and range, in all containing one hundred and sixty acres, in the county of Morgan and state of Indiana. Also The east half of the southeast quarter of section one, and the north half of the southeast quarter of section two, and the south half of the southwest quarter of section four (4), and the east half of the northeast 470 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. quarter of section 8, in township ten (io), range one west, in the county of Monroe and state of Indiana, containing 320 acres. Also The southwest quarter of the southeast quarter, and the southeast quarter of the southwest quarter of section 28, and the west half of the northwest quarter of section 27, and the north half of the northwest quarter of section 10, and the west half of the northwest quarter of sec¬ tion 11, and the southwest quarter of the southwest quarter of section 3, and the southeast quarter of the southeast quarter of section 3, and the west half of the southwest quarter of section 20, and the west half of the northwest quarter of section 29, and the northeast quarter of the south¬ east quarter of section 20, and the northwest quarter of the northeast quarter of section 29, all in township 12, range one west, containing in all 640 acres, in Morgan county and state of Indiana; and nothing herein contained shall be construed to prevent the parties of the first part from selling or otherwise disposing of any bonds or stocks or other securities received in payment of stock or otherwise, or of any bonds or other property of the company not necessary to be retained for their roadway, depot grounds, stations, nor required for the construction or convenient use. of their road, nor from collecting moneys due to the company on stock subscriptions or otherwise; provided they shall diligently proceed to collect and faithfully apply all such means to the construction and equipment of their said road; and provided also, that no default shall have been made in the payment of the principal or interest of any of the above described bonds. To have and to hold the said premises, and every part thereof, with the appurtenances, unto the said party of the second part, his successors in said trust and assigns, upon the following trusts, that is to say: in case the said parties of the first part shall fail to pay the principal or any part thereof, or any of the interest on said bonds, at any time when the same may become due and payable, according to the tenor and effect thereof, when demanded, then, after sixty days from such default, upon request of the holder of such bonds, the said party of the second part, his successors in said trust or assigns, may enter into and take possession of all or any part of said premises, and as the attorney in fact or agent of said parties of the first part, by himself or agents or substitutes, duly constituted, have, use and employ the same; making, from time to time, all needful repairs, alterations and additions thereto, and after deducting the expenses of such repairs, alterations and additions, apply the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid; or the said party of the second part, his successors in said trust and assigns, at his or their discretion, may, or on the written request of the holders of at least one-half of the bonds then unpaid and unconverted into stock, shall cause the said prem¬ ises, or so much of them as shall be necessary to pay and discharge the principal and interest of all such of said bonds as may then be unpaid and unconverted as aforesaid, to be sold at public auction in the town of Marion, in the state of Indiana, or in the city of New York, giving at least forty days’ notice of the time and place and terms of such sale and of the specific property to be sold by publishing the same in two news¬ papers of good circulation in the state of Indiana, and also in as many papers of like circulation as may be published in the town of Marion, CORPORATE HISTORY. 4/1 and in like number of papers of good circulation published in the city of New York, and wherever else required by law, and execute to the purchaser or purchasers thereof a good and sufficient deed of con¬ veyance in fee simple for the same, which shall be a bar against the parties of the first part, their successors and assigns, and all persons claiming under them, of all right, interest or claim in or to said premises, or any part thereof; and said trustee shall, after deducting from the pro¬ ceeds of said sale the costs and expenses thereof and of managing such property, apply so much of the proceeds thereof as may be necessary to the payment of the principal and interest due or unpaid on said bonds, and shall restore the residue thereof to the parties of the first part, it being hereby especially understood that in no case shall any claim or ad¬ vantage be taken of any valuation or appraisement laws by the parties of the first part, nor any injunction or stay of proceedings or any process be applied for or obtained by them to prevent such entry or sale as afore¬ said; and the said parties of the first part hereby covenant, for the con¬ sideration aforesaid, to execute and deliver any further and reasonable and necessary conveyance of the premises, or any part thereof, to the said party of the second part, his successors in said trust and assigns, for the full carrying into effect the object hereof, particularly for the conveyance of any property subsequently to the date hereof acquired by the said parties of the first part and comprehended in the description contained in the premises aforesaid upon the security of the said bonds, shall be faithfully applied to the purchase and transportation of iron, the work, labor and other matters or necessary expense in the construction and equipment of said railroad, and the incidentals thereto; and it is hereby mutually agreed, and these presents are upon this express condi¬ tion, that upon payment of the principal and interest of said bonds, or the conversion thereof into stock as aforesaid, the estate hereby granted to said party of the second part shall be void and the right to the premises hereby conveyed shall revert to and revest in the said parties of the first part, without any acknowledgment of satisfaction, reconveyance, re-entry or other act. And it is also further mutually agreed that the said party of the second part, his successors in said trust and assigns, shall only be accountable for reasonable diligence in the management thereof, and shall not be responsible for the acts of any agent employed by him or them when such agent is selected with reasonable discretion, and that the said party of the second part, his successors and assigns in said trust, shall be entitled to receive proper compensation for any labor or service performed by him in discharge of his trust, in case he shall be com¬ pelled to take possession of said premises or any part thereof and manage the same. And it is further mutually agreed that in case of the death, mental incapacity, refusal to serve, or resignation of the said party of the second part, all his estate, interest, right, power and control in the premises shall be divested and cease and determine, and the same shall from thenceforth, for the purpose aforesaid, be vested in and all and singular the trusts and duties hereinbefore enumerated shall devolve upon of without any further assurance or conveyance of or for the same, and in case of a like disqualification of the said for the performance of the trusts 472 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. hereby created, after the same shall have devolved upon him, the said party of the first part shall, or in their default to take proceedings thereof for thirty days, the holders of a majority of said bonds may apply to the Supreme Court of the state of Indiana, or any of the Circuit Courts thereof sitting, to appoint a new trustee, being a resident of the city of New York, to supply his place, and thereupon such new trustee shall be¬ come vested, for the purposes aforesaid, with all the rights and interests hereby conveyed to or vested in the said party of the second part, with¬ out any further assurance or conveyance of the same; but if the same shall be necessary, both or either of the parties hereto shall execute any necessary releases or conveyances for that purpose. In witness whereof, the parties of the first part have caused their cor¬ porate seal to be hereto attached, and the same to be subscribed by their vice-president and their secretary, in accordance with a resolution of the board of directors of said company to that effect, and the said party of the second part has set his hand and seal the day and year above written. JOHN M. WALLACE, Vice-President Marion and Logansport Railroad Company. ISAAC VANDEVANTER, Secretary of Marion and Logansport Railroad Company. Signed, sealed and delivered in presence of us: Attest: JAMES BROWNLEE, as to Wallace. JOHN N. TURNER, as to Vandevanter. Acknowledged before M. L. Marsh, notary public, Grant county, Indiana, January 25, 1854. Recorded, Cass county, Indiana, February 23, 1854, Mortgage Record “ B,” page 203. This mortgage was properly executed, signed and sealed, except as to M. G. Mitchell, trustee, and it was recorded without his name, and after he had signed the mortgage it was never presented to the recorders of any of the counties for the completion of the record by the name of the trustee. Decree of the United States Circuit Court for the District of Indiana declaring the Bonds Issued under the Mortgage of the Marion and Logansport Railroad Company of October i, 1853, Void and Ordering their Surrender and Cancellation . 1 Rendered December 8, 1857. Marion and Mississinewa Valley Railroad Company ] Joseph Lomax and the Grand Rapids and Indiana c hancen. Railroad Company. The parties by their solicitors now come, and the court having seen the pleadings, exhibits and proofs, and heard the arguments of the 1 See also statement of Joseph Lomax, concerning these bonds on file, Secretary’s Office, P. C. C. & St. L. Ry. Co. CORPORATE HISTORY. 473 solicitors, being sufficiently advised, pronounce the following decree in the premises: It is ordered, adjudged and decreed by the court, that the defendant, Joseph Lomax, be and he hereby is perpetually enjoined, and all persons claiming through or under him are perpetually enjoined, from further prosecuting his said action of assumpsit, now pending on the common law side of this court, described in the bill and admitted in the answer against the said Marion and Mississinewa Valley Railroad Company, and from parting with said coupons or bringing any other action upon the same, and from setting up the same as valid against said railroad company, and said company, and all other coupons, upon or cut off said bonds held by the said Joseph Lomax and the said Grand Rapids and Indiana Railroad Company, obtained by said Joseph Lomax, as stated in the bill, are and each of them, are hereby declared invalid to all intents and purposes, as against the said railroad company, and the said Joseph Lomax and the said Grand Rapids and Indiana Railroad Company be and they are severally required, on or before the next term of this court, to bring the coupons in their possession, severally, at the commencement of this suit, upon or cut off said bonds, into this court, to be cancelled. It is further ordered, that the said Joseph Lomax pay and satisfy the costs in said action of assumpsit at law, upon the taxa¬ tion of the clerk, and in default thereof that an execution, as upon a judgment of law, do issue for the amount so taxed. It is further ordered, adjudged and decreed by the court, that the said coupon bonds of one thousand dollars each, of the said Marion and Mississinewa Valley Rail¬ road Company, held respectively by the said Joseph Lomax and the Grand Rapids and Indiana Railroad Company, at the commencement of this suit, as described in the bills, and each and every of them, with the coupons thereon or cut therefrom, be and the same are hereby declared to be without consideration, fraudulent and void, as to the Marion and Mississinewa Railroad Company; and the said Joseph Lomax and the said Grand Rapids and Indiana Railroad Company, and all persons claiming by, through or under them, or any of them, are hereby per¬ petually enjoined from setting up said bonds, or any of them, or the coupons thereon or cut therefrom, in law and equity, against the said Marion and Mississinewa Valley Railroad Company. It is further ordered, adjudged and decreed by the court, that the said Joseph Lomax and the said Grand Rapids and Indiana Railroad Com¬ pany be and they are hereby respectively required, on or before the first day of the next term of this court, to bring into court, to be cancelled, each and every of said coupon bonds, with the coupons thereon or cut therefrom that were in their respective possessions at the commence¬ ment of this suit, and as described in the bills and admitted in the answer. It is further ordered, adjudged and decreed by the court, that the com¬ plainants recover their costs in this suit, taxed at dollars and cents, against said respondents, and that execution issue therefor. It is further ordered, that this suit stand continued upon the docket until the next term of the court, for further proceedings, should the respondents fail to comply with this decree. 474 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. I, Horace Bassett, clerk of the said United States Circuit Court for the Seventh Circuit and District of Indiana, do certify the foregoing to be a correct copy of the decree of said court, in the above entitled case, as rendered on the eighth day of December, eighteen hundred and fifty- seven. Witness my hand and the seal of the said court, this 226 . day of De¬ cember, in the year eighteen hundred and fifty-seven (1857). HORACE BASSETT, Clerk. MARION AND MISSISSINEWA VALLEY RAILROAD COMPANY (Consolidated ). 1 AGREEMENT OF CONSOLIDATION Between the Marion and Logansport Railroad Company and the Marion and Mississinewa Valley Railroad Company under the Name of the Marion and Mississinewa Valley Railroad Com¬ pany. This article of agreement, made and entered into this 24th day of August, A. D. 1854, by and between the Marion and Logansport Rail¬ road Company, of the first part, and the Marion and Mississinewa Val¬ ley Railroad Company, of the second part, witnesseth, That, for the mutual benefit of the stockholders of each company, and for the purpose of effecting the greatest possible facility for the transportation of freight and passengers, it is mutually and permanently agreed between said companies that the stock of the Marion and Logansport Railroad Com¬ pany is hereby merged into and made a part of the capital stock of the Marion and Mississinewa Valley Railroad Company, and that the two are hereby consolidated and made one joint stock company, to be known and designated as the Marion and Mississinewa Valley Railroad Com¬ pany, whose line of road shall extend from the town of Union to the town of Logansport, as the two lines of road are now located, and the said contracting parties agree to the following terms: 1st. That the capital stock of each company shall be regarded and held equal in every respect, as to interest, dividends, the right to vote, and all other legal advantages and liabilities. 2nd. That the Marion and Logansport Railroad Company shall assign to the Marion and Mississinewa Valley Railroad all of its property, effects, rights and privileges as a railroad company, and deliver to said Marion and Mississinewa Valley Railroad Company all its books, papers and bonds. 3rd. That the said consolidated company, to wit, the Marion and Mississinewa Valley Railroad Company shall pay all the debts of the two companies hereby consolidated, which now remain unpaid, depot grounds or stations, nor required for the construction or con¬ tracting parties for the construction of their respective roads, Or any 1 See page 51. CORPORATE HISTORY, 475 part of said roads, be faithfully observed and carried out by the said Marion and Mississinewa Valley Railroad Company. 5th. That the secretary, treasurer and land agent of said Marion and Mississinewa Valley Railroad Company shall each transfer all matters on the books of said Marion and Logansport Railroad Company proper to be transferred to his books immediately on the reception of said books of the Marion and Logansport Railroad Company. 6th. That all shareholders in the Marion and Logansport Railroad Company shall receive from the secretary of the Marion and Mississinewa Valley Railroad Company certificates of stock in said last mentioned railroad company, amount of which they may return to said secretary, and the secretary shall file all such canceled stock certificates carefully in his office, and enter the issue of the new certificate upon the proper books in his office. 7th. That the books and papers, and all other writings to be delivered to the Marion and Mississinewa Valley Railroad Company by the Marion and Logansport Railroad Company shall be so delivered and handed over on or before the 24th day of September next. 8th. That the consolidated company may, by the consent of the con¬ tractors, call in the general mortgage bonds of the two roads hereby merged, and issue new general mortgage bonds in their place. W. S. BROWN, President, for Marion and Logansport Railroad Company. JOSEPH LOMAX, President, for Marion and Mississinewa Valley Railroad Company. Resolutions of the Board of Directors of the Marion and Logans¬ port Railroad Company Ratifying Consolidation. Resolved, That the foregoing articles making and consolidating the Marion and Logansport Railroad Company and the Marion and Missis¬ sinewa Valley Railroad Company be and they are hereby adopted and ratified by the board of directors of the Marion and Logansport Railroad Company, this 20th day of October, A. D. 1854. And that all the property, effects, contracts, lands and all the rights of and belonging to said Marion and Logansport Railroad Company be and the same are hereby transferred to the Marion and Mississinewa Valley Railroad Company. To be held, owned and used by said Marion and Mississinewa Valley Railroad Company as fully and amply as the same was owned and held by said Marion and Logansport Railroad Company before the consolida¬ tion of the said Marion and Logansport Railroad Company with said Marion and Mississinewa Valley Railroad Company. Resolution Board of Directors Marion and Mississinewa Valley Railroad Company in regard to Consolidation. Adopted November 21, 1854. Resolved, That the articles of consolidation agreed to and signed by William L. Brown, president of the Marion and Logansport Railroad 47^ PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Company, and Joseph Lomax, president of the Marion and Mississinewa Valley Railroad Company, on the 24th day of August, 1854, merging the former company into and making it part of the latter, and which were agreed to and ratified by this company on the 24th day of August, 1854, and which were agreed to and ratified by the said Marion and Logans- port Railroad Company on the 20th day of October, 1854, be and the same are hereby reaffirmed and accepted and agreed to by the Marion and Mississinewa Valley Railroad Company. Provided the proper officers of said Marion and Logansport Railroad Company deed to this company all the real estate of said Marion and Logansport Railroad Company. And provided also, that they cancel their thirty thousand dollar deed of trust and deliver it so cancelled to this company. And provided also, that the said Marion and Logansport Railroad Company deliver all the bonds, papers, books and personal effects of their company to the officers of this company, the said consolidation to take effect at the delivering of said bonds, deeds, papers and effects. DEED. Marion and Logansport Railroad Company to Marion and Missis¬ sinewa Valley Railroad Company. Dated November 28, 1854. Conveying railroad, properties, franchises and real estate of the Marion and Logansport Railroad Company. This indenture, made this twenty-eighth day of November, A. D. one thousand eight hundred and fifty-four, between the Marion and Logans¬ port Railroad Company, of the first part, and the Marion and Mississinewa Valley Railroad Company, of the second part, witnesseth: That whereas said parties have mutually agreed to adopted and ratified articles of consolidation making the parties hereto one joint stock com¬ pany, to be known as the Marion and Mississinewa Valley Railroad Company; and Whereas, Said articles provided that said party of the first part should assign all its property, effects, rights and privileges as a railroad com¬ pany and “alien all its books and papers and bonds to the said party of the second part; and Whereas, Said party of the first part, by its board of directors, on the twenty-fifth day of November, A. D. one thousand eight hundred and fifty-four, made and entered upon the order book of said board of direc¬ tors the following order, to wit: “Resolved, That the president or vice- president and secretary are hereby authorized and required to deed to the Marion and Mississinewa Valley Railroad Company all the real estate of this company.” Now, therefore, in consideration of the premises and of said contract of consolidation, as well as of five thousand dollars to the said party of the second part in hand paid, the receipt whereof is hereby acknowledged, ha\ e granted, bargained and sold, and by these presents do grant, bar¬ gain, sell, convey and confirm unto the said party of the second part and CORPORATE HISTORY. 477 their successors in office forever, the road of the party of the first part, made or to be made, including the right of way and lands occupied thereby, together with the materials used thereon or procured therefor; including fences, depot grounds, materials, contracts and all other real estate and personal property, right thereto and interest therein, together with the rents and income derived therefrom, and all franchises, rights and privileges of the said party of the first part of, to or concerning the same; including the following described real estate situate in the county of Grant, state of Indiana, to wit: The north end of the east half of the southwest fractional quarter of section thirty (30), township twenty-five (25), range seven (7), containing thirty acres, more or less. Also the northeast quarter of the southeast quarter of section two (2), township twenty-three (23), range six (6), containing forty acres, more or less. Lot No. four (4), section three (3), township twenty-four (24), range seven (7), containing sixty-three (63) acres and sixteen hundredths. Also the southeast quarter of section twenty-one (21), township twenty- four (24), range six (6), containing forty acres, more or less. Also part of the east half of the northwest quarter of section thirty-five (35), town¬ ship twenty-five (25), range six (6), containing eighty acres, more or less. Also lot No. two (2), block No. six (6), in the town of Mier. Also the north half of the northwest quarter of the northeast quarter of section thirty-four (34), township twenty-five (25), range six (6), containing twenty acres, more or less, containing in all two hundred and one acres, for the sum of two thousand six hundred and twenty-five dollars. Also the following described real estate, situate in the county of Miami and state of Indiana, and described as follows, to wit: The east half of the northwest quarter of the northeast quarter of section thirty-two (32), township twenty-five (25), range six (6) east, containing twenty acres. Also lots No. four (4) and 5 and 8, block No. three (3), town of Xenia. Also part of the southeast quarter of section twenty-nine (29), township twenty-five (25), range six (6), containing three acres. Also the south end of the northwest quarter of section thirty-four (34), township twenty- five (25), range five (5), containing forty acres. Also lot No. twenty (20), in block No. four (4), in the town of Xenia. Also lot No. six (6), in the town of Florence. Also the northwest corner of the southeast quarter of the southeast quarter of section thirty-four (34), township twenty- five (25), range five (5), containing ten (10) acres. Also the southwest quarter of the southeast quarter of section twenty-seven (27), township twenty-five (25), range five (5), containing forty acres. Also the west part of the southwest quarter of the southwest quarter of section thirty-two (32), township twenty-five (25), range six (6), containing ten acres. Also the northwest quarter of the northwest quarter, and the east half of the southwest quarter of the northwest quarter of section twenty-five (25), township twenty-five (25), range five (5), containing sixty acres. Also lot No. fourteen (14), in the town of Xenia. Also part of southeast quarter of section twenty-six (26), township twenty- five (25), range five (5), containing twenty acres. Also south end of the east half of the southwest quarter of section twenty-three (23), town¬ ship twenty-five (25), range five (5), containing twenty acres. Also 478 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. part of the northeast quarter of the northeast quarter of section thirty- two (32), township twenty-five (25), range six (6), containing three acres. Also the north half of the west half of the southeast quarter of section thirty-three (33), township twenty-five (25), range five (5), con¬ taining forty acres. Also a strip of land adjoining Xenia, subscribed by i. S. Barrington (see deed for description). Also south end of Squirrel village, section , township twenty-six (26), range four (4), containing forty acres. Also lot No. fourteen (14) in the town of Bunker Hill. Also lots Nos. seven (7), eight (8) and twenty-four (24) in the town of Florence. Also tract of land subscribed by Daniel Duckwall, containing thirteen (13) acres (see deed for description). Also part of section thirty-one (31), township twenty-five (25), range five (5), containing ten acres, containing in all three hundred and twenty- nine (329) acres, for the sum of six thousand six hundred and eighty- five dollars. Also the following described real estate, situate in Howard county and state of Indiana, and described as follows, to wit: The north half of the east half of the southeast quarter of section twenty-nine (29), township twenty-four (24), range six (6), containing forty acres. Also the north half of the east half of the southeast quarter of section twenty-nine (29), township twenty-four (24), range six (6), containing forty acres. Also the southwest quarter of the northeast quarter and the northwest quarter of the southeast quarter of section twenty-two (22), township twenty-four (24), range four (4), containing eighty acres. Also east half of the southeast quarter section eleven (11), township twenty-two (22). range two (2), and the southwest quarter of section ten (10), township twenty-two (22), range two (2), and the southeast quarter of the south¬ west quarter of section eight (8), township twenty-two (22), range two (2), containing one hundred and sixty acres. Also the southeast quarter of the southeast quarter of section twenty-nine (29), township twenty- four (24), range six (6), containing forty acres. Also the south end of the west half of the northeast quarter of section three (3), township twenty-four (24), range five (5), containing twenty acres. Also the south half of the northwest quarter of section seventeen (17), township twenty-four (24), range six (6), containing eighty acres, containing in all four hundred and sixty acres, for the sum of five thousand nine hun¬ dred and fifty dollars. Also the following real estate, situate in Jasper county, in the state of Indiana, and described as follows, to wit: Half of the west half of the southeast quarter of section twenty-eight (28), township twenty-nine (29), range eight (8), containing forty acres. Also the northwest quarter of the northeast quarter and the north half of the southwest quarter of sec¬ tion two (2), and the southeast quarter of section thirteen (13), and the east half of the northwest quarter and the east half of the northeast quarter and the southwest quarter of the southeast quarter of section twenty-five (25), and all the last described tracts in township twenty- nine (29) and range five (5). Also the northeast quarter of the northeast quarter and the east half of the south quarter and the southwest quarter of section twenty-five (25), township thirty (30), range five (5). Also CORPORATE HISTORY. 479 the south half of the northeast quarter and the south half of the north¬ west quarter and the northeast quarter of section five (5), township twenty-nine (29), range seven (7), containing in all nine hundred and sixty acres. Also the north half of the east half of the northeast quarter of section fourteen (14), township twenty-eight (28), range seven (7), containing forty acres. Also the west half of the southeast quarter and the southwest quarter of section three (3). Also the south half of the northeast quarter and the southeast quarter of section four (4). Also the south half of the northeast quarter and the southwest quarter of the northwest quarter of section twenty-six (26), all in township twenty- eight (28), range seven (7). Also the northwest quarter of the south¬ west quarter of section twenty-six (26), and the east half of the north¬ west quarter of section two (2), township twenty-eight (28), range eight (8). Also half of the west half of the southeast quarter of section twenty-eight (28), township twenty-nine (29), range eight (8), containing in all one thousand eight hundred acres, for the sum of seventeen thou¬ sand and seven hundred dollars. Also the following real estate, situate in Cass county, in the state of Indiana, and described as follows, to wit: Lots thirty-seven and thirty- eight in second addition to the town of Cicottville, and lots 13, 5, 6 and 7 in the original plat of said town, and lots 14, 15, 16, 17, 18, 20, 21, 22, 23 and 24 in the first addition to said town. Also west half of the southwest quarter of section nineteen (19), township twenty-six (26), range two (2), containing eighty acres, south half of southeast fractional east of the Michigan road, containing one hundred acres, and part of the east half of the southwest quarter section seventeen (17), township twenty-five (25), range three (3), containing six (6) acres and fifty- hundredths, for the sum of four thousand one hundred and thirty-seven dollars. Also the following real estate, situate in Fulton county and state of Indiana, and described as follows, to wit: The southeast quarter of the southwest quarter of section nine (9), township thirty (30), range one (1), containing forty acres, and east of the northwest quarter and the north¬ west quarter of the northeast quarter of section thirteen (13), township thirty (30), range one (1), containing one hundred and twenty acres, and the southeast quarter of section eleven (11), township thirty (30), range one (1), containing one hundred and sixty acres. Also the south half section twelve (12), containing three hundred and thirty acres. Also the southwest quarter of the southwest quarter of section two (2), township thirty (30), range one (1), containing one hundred and twenty acres, and the southeast quarter of section eleven (11), township thirty (30), range one (1), containing one hundred and sixty acres. Also the south half of section twelve (12), containing three hundred and twenty acres. Also the southwest quarter of the southwest quarter of section two (2), township thirty (30), range one (1), containing forty acres. Also the north half of section eighteen (18), township thirty (30), range two (2), containing two hundred and eleven acres. Also section seven (7), township thirty (30), range two (2), containing six hundred and forty-four (644) acres. Also the north half of the northeast quarter of 480 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. section thirty-five (35), township thirty (30), range two (2), containing eighty acres. Also the southeast quarter of section twenty-six (26), township thirty (30), range twenty-two (22), containing one hundred and sixty acres. Also the northwest quarter of section twenty-two (22), township thirty (30), range two (2), containing forty acres. Also the northeast quarter of the southeast quarter and the southwest quarter of the southeast quarter of section twenty-one (21), township thirty (30), range two (2), containing eighty acres. Also the southwest quarter of the northwest quarter of section twenty (20), township twenty-nine (29), range one (1), containing forty acres. Also the south half of the north¬ east quarter of section nineteen (19), township twenty-nine (29), range one (1), containing eighty acres. Also the southeast quarter of the southwest quarter of section fourteen (14), township thirty (30), range two (2), containing forty acres. Also the northwest quarter of section twenty-three (23), township thirty (30), range two (2), containing one hundred and sixty acres, for the sum of twenty-three thousand one hundred and sixty dollars. Also the following real estate, situate in Morgan county and state of Indiana, and described as follows, to wit: The southwest quarter of the southeast quarter and the southwest quarter of the southwest quarter of section twenty-eight (28), township twelve (12), range one (1), con¬ taining eighty acres. And the west half of the northwest quarter of section twenty-seven (27), township twelve (12), range one (1), con¬ taining eighty acres, and the north half of the northwest quarter of section ten (10), west half of northwest quarter of section ten (10), town twelve (12), range one (1), containing one hundred and sixty acres, and the southwest quarter of the southwest quarter of section two (2), and the southeast quarter of the southeast quarter of section three (3), town¬ ship twelve (12), range one (1), containing eighty acres. And the west half of the southwest quarter of section twenty (20), and the west half of the northwest quarter of section twenty-nine (29), township twelve (12), range one (1), containing one hundred and sixty acres, and the northeast quarter of the southeast quarter of section twenty (20), and the northwest quarter of the northeast quarter of section twenty-nine (29), township twelve (12), range one (1), containing eighty acres, for the sum of four thousand seven hundred and twenty dollars. Also the following real estate, situate in Monroe county and state of Indiana, and described as follows, to wit: The east half of the southeast quarter of section one (1), and the north half of the section two (2), in township ten (10), range one (1), containing one hundred and sixty acres, and the south half of the southwest quarter of section four (4), township ten (10), range one (1), containing one hundred and sixty acres, and the southwest quarter of the southeast quarter and the southeast quarter of the southwest quarter of section twenty-eight (28), township twelve (12), range one (1), containing eighty acres, and the west half of the northwest quarter of section twenty-seven (27), township twelve (12), range one (1), containing eighty acres, and the north half of the northwest quarter of section ten (10) and the west half of the northwest quarter of section eleven (11), township twelve (12), range one (1), con- CORPORATE HISTORY. 481 taining one hundred and sixty acres, and southwest quarter of the south¬ west quarter of section two (2), and the southeast quarter of the south¬ east quarter of section three (3), township twelve (12), range one (1), containing eighty acres, and the west half of the southwest quarter of section twenty (20), and the west half of the northwest quarter of section twenty-nine (29), township twelve (12), range one (1), containing one hundred and sixty acres, and the northeast quarter of the southeast quarter of section twenty (20), and the northwest quarter of the north¬ east quarter of section twenty-nine (29), township twelve (12), range one (1), containing eighty acres, and the southwest quarter of the northwest quarter and the northwest quarter of the southwest quarter of section eight (8), township ten (10), range one (1), containing eighty acres. To have and to hold the above and foregoing described lands, tene¬ ments and hereditaments, rights, moneys, effects and privileges to the said party of the second part forever. In witness whereof, the name of the said Marion and Logansport Railroad Company, party of the first part, is hereto subscribed by the vice-president thereof, and the corporate seal of said company affixed at Marion, and these presents attested by the secretary of said company, this 1st day of December, 1854. Marion and Logansport Railroad Company, By ISAAC VANDEVANTER, President. Attest: G. R. McKINNEY, Secretary. Acknowledged before James F. McDowell, notary public, Grant county, Ind., December 1, 1854. Recorded, Grant county, Indiana, December 16, 1854. LOGANSPORT AND PACIFIC RAILROAD COMPANY . 1 ARTICLES OF ASSOCIATION. Be it known that the undersigned, whose respective places of residence are set down in the margin, for the purpose of organizing a company for the construction, owning and maintaining of a contemplated railroad, hereinafter named, in pursuance of an act of the legislature of the state of Indiana, entitled an act to provide for the incorporation of railroad companies, approved May 11, 1852, do hereby, each for himself, subscribe for the number of shares in the capital stock of said contemplated railroad company set opposite our respective names, such subscription payable as the board of directors of said company when elected or their suc¬ cessors may from time to time, or at any time, order and require. And we do hereby subscribe and agree to the following articles of association, to wit: 1 See page 56 31 482 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Article First. The name and style of the corporation shall be the Logansport and Pacific Railroad Company. Art. Second. The capital stock of the company shall be one million of dollars, to consist of twenty thousand shares of fifty dollars each. Art. Third. The eastern terminus of said road shall be Logansport, in the state of Indiana; thence running through the counties of Cass and White to Monticello; thence through White and Jasper counties, or as many of them as may be necessary, all in the state of Indiana, on the most eligible route and terminating on the west line of the state of In¬ diana, in the general direction of Middleport, in the state of Illinois. Art. Fourth. The length of said road is stated, as near as may be, at sixty-two miles. Art. Fifth. The number of directors to manage the affairs of the com¬ pany shall be seven, and we hereby declare the following are the names of the directors elected by us from our own number to constitute the first board of directors of said company, to wit: William Chase, David M. Dunn, Isaac Reynolds, Rowland Hughes, James Brooks, Jacob Merkle and Benjamin Reynolds. In witness whereof, we have hereunto set our names as parties to the above articles and subscribe to the capital stock as aforesaid, this 18th day of February, 1853. Signed by 142 subscribers to $51,600 capital stock. Filed in the office of the secretary of state of Indiana, May 15, 1853. LOGANSPORT AND PACIFIC RAILWAY COMPANY . 1 Resolution of the Board of Directors of the Logansport and Pacific Railroad Company, Changing the Name of the Com¬ pany to Logansport and Pacific Railway Company. Adopted May 12, 1853. Resolved, That the name of this company be changed from the “ Lo¬ gansport and Pacific Railroad Company ” to the name of the “ Logans¬ port and Pacific Railway Company,” and this order is directed to be entered of record, and notice thereof given in pursuance of the statute in such case made and provided. I, R. Brearley, secretary of said company, certify the foregoing to be a true copy from the record of said company, and that duly certified copies have been filed in the recorder’s offices of the several counties through which said railway is located, and due notice thereof given by publication in the several newspapers, as required by said resolution. Witness my signature this 24th day of May, A. D. 1853. R. BREARLEY, Secretary. 1 See page 57. CORPORATE HISTORY. 483 MORTGAGE. Logansport and Pacific Railway Company to George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, Trustees. Dated May 11, 1853. Securing £200,000 bonds, dated May 11, 1853, payable June 1, 1883, bear¬ ing 6 per cent, interest. This indenture made, the eleventh day of May, in the year of our Lord one thousand eight hundred and fifty-three, between the Logansport and Pacific Railway Company, of the first part, and George Washington Riggs. Jr. and George Alfred Hamilton, of the city of New York, and George Carlisle, of the city of Cincinnati, of the second part, witnesseth: That whereas, The Logansport and Pacific Railway Company, pursuant to the terms of an act passed by the General Assembly of the state of Indiana, in the United States of America, entitled an act to provide for the incorporation of railroad companies, approved May the seventh, eighteen hundred and fifty-two, and the amendment thereto, authorizing them to incorporate themselves as a railway company, are engaged in constructing a railway from the state of Illinois, at the eastern termina¬ tion of the Peoria and Oquawka Railroad, by the way of the town of Monticello, Indiana, through the counties of Jasper, White and Cass to the city of Logansport in said state, and for the purpose of constructing the same, and its necessary appendages and equipping it with the neces¬ sary machinery, have resolved to raise money by loan, to an amount not exceeding two hundred thousand pounds sterling, and for that purpose have made and executed three hundred bonds of the denomination of two hundred and twenty-five pounds sterling each, numbered from one to three hundred inclusive; also two hundred and sixty-five bonds of the denomination of five hundred pounds sterling each, numbered from three hundred and one to five hundred and sixty-five, both inclusive, amounting in the aggregate to the sum of two hundred thousand pounds sterling; which said bonds bear even date herewith and are made payable to Elisha Riggs, George Washington Riggs, Jr., and George Alfred Hamilton, or bearer, at the banking house of in the city of London, on the first day of June, eighteen hundred and eighty-three, and bearing interest from the first day of June, eighteen hundred and fifty-three, at the rate of six per cent, per annum, payable semi-annually on the first day of December and June in each year, at the same place, according to interest warrants attached to each of said bonds, and are to be on an equality so far as regards security for the payment thereof by these presents. Each of said bonds also provides that the said company shall issue and deliver to the holder thereof, and in exchange therefor, at any time after five years and within twenty years from the date thereof, on delivery of said bonds to said company, with the unpaid interest warrants attached, a dollar bond for the same amount, estimating the same at the rate of four dollars and eighty cents to the pound sterling, payable on the first day of June, eighteen hundred and eighty-three, in the city of New York, with interest at the rate of seven 484 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. per cent, per annum, payable half-yearly at the same place. The said company hereby specially reserving the right at any time hereafter to execute and issue under the provisions of this mortgage, if desired by said company, an additional number of bonds, not exceeding in their aggregate amount the sum of fifty thousand pounds sterling, and which when issued are hereby placed on an equality with the said bonds here¬ inafter described. Now, therefore, this indenture witnesseth, That the said the Logans- port and Pacific Railway Company, in order to secure the payment of said several bonds hereinafter described, amounting in the aggregate to the sum of two hundred thousand pounds sterling, and any bonds that may hereafter be issued in exchange therefor as aforesaid, as well as any additional bonds that may hereafter be issued by said company under the provisions of this mortgage, either in pounds sterling or dollars, not ex¬ ceeding in their aggregate amount the said sum of fifty thousand pounds sterling, and any and all interest on said several descriptions of bonds, and in consideration of the sum of one pound sterling, paid on the sealing and delivering hereof by the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, and to the survivor of them and their successors forever, all the present and in future to be acquired property of the said the Logansport and Pacific Railway Company, that is to say, their said railroad from Logansport to the state line of the state of Illinois, including the right of way thereof, and the lands occupied thereby from Logansport to the state line as aforesaid, with the superstructure and all rails or other materials used therein or procured therefor, and all machinery, bridges, viaducts, culverts, fences, depots and station grounds and buildings erected thereon, and all rights therein, tolls and income, and any rights thereto or interest therein, together with the tolls or income to be had or levied therefrom, and all the franchises, rights and privileges of the said the Logansport and Pacific Railway Company of, in, to or concern¬ ing the same. To have and to hold the said premises and every part thereof, with all the appurtenances unto the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, and the sur¬ vivor of them and their successors forever, upon the following trusts, that is to say, that in case the said the Logansport and Pacific Railway Company shall fail to pay the principal or any part thereof, or any of the interest on said bonds, issued or which may hereafter be issued, under this mortgage, as aforesaid, at any time when the same may be¬ come due and payable when demanded according to the tenor thereof, then, after sixty days from such default, upon the request of the holder of any of said bonds, the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, or the survivor of them or their successors, may enter into and take possession of all or any part of the said premises and property, and as such trustees or trustee, or as attorneys or attorney in fact of said company, by themselves or himself or agents or CORPORATE HISTORY. 485 substitutes duly constituted, have, use and employ the same, nuking from time to time all needful repairs, alterations and additions thereto, and after deducting the expenses of such use, repairs, alterations and additions thereto, apply the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid, or the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, and the survivor of them and their successors, at their discre¬ tion, may, or, on the written request of the holders of at least one- half of the bonds then unpaid, shall cause the said premises, or so much thereof as shall be necessary to pay and discharge the principal and interest of all such of said bonds as may then be unpaid as aforesaid to be sold at public auction in the city of Logansport, giving at least forty days' notice of the time, place and terms of such sale and of the specific property to be sold by publishing the same in at least one news¬ paper of general circulation in each of the cities of Boston, New York, Philadelphia, Cincinnati, Logansport and Peoria, and wherever else required by law, and execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance in fee simple for the same; which shall be a bar against the said the Logansport and Pacific Railway Company, their successors and assigns, and all persons claiming under them, of all right, interest and claim in or to said premises or any part thereof. And the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle and the survivor of them and their suc¬ cessors shall, after deducting from the proceeds of said sale the costs and expenses of managing such property and of such sale, apply so much of the proceeds as may be necessary to the satisfaction and payment of said principal and interest due or unpaid on said bonds, and shall re¬ store the residue thereof to the said Logansport and Pacific Railway Company, their successors and assigns; it being hereby expressly under¬ stood that in no case shall any claim or advantage be taken of any valua¬ tion, appraisement or extension laws by the said the Logansport and Pacific Railway Company, their successors or assigns; nor shall any injunction or stay of proceedings or any process be applied for or ob¬ tained by them to prevent such entry or sale as aforesaid; and the said the Logansport and Pacific Railway Company hereby further covenant as aforesaid, that all money borrowed for the purposes aforesaid, upon the security of any of the said bonds, shall be faithfully applied with due diligence in the construction of said road and its appendages and in the equipment thereof; and it is hereby mutually agreed, and these presents are upon this express condition, that on the payment of the principal and interest of said bonds the estate hereby granted shall be void, and the right to the premises hereby conveyed shall revert and revest in the said the Logansport and Pacific Railway Company, their successors and assigns, without any acknowledgment of satisfaction, reconveyance, re-entry or other act; and it is further agreed, that the said George Washington Riggs, Jr., George Alfred Ham¬ ilton and George Carlisle, and the survivor of them and their successors, shall only be accountable for reasonable diligence in the management thereof, in case they or any of them should be required by reason of 486 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the non-payment of said bonds or the interest thereon, to take possession of the road and premises for the benefit of the holders of said bonds, and shall not be responsible for the acts of any agents employed by them or either of them, when such agent is selected with reasonable discretion; and that they and each of them shall receive and be entitled to receive proper compensation for every labor and service performed in the dis¬ charge of the trust aforesaid, in case they or either of them shall be compelled to take possession of said premises or any part thereof or manage the same. And it is further agreed, that in the case of the death, mental incapacity or resignation of the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle and the survivor of them, the said the Logansport and Pacific Railway Company may, on notice of sixty days, by advertisement in some newspaper of general cir¬ culation in London and New York to the holders of said bonds (or in default of the said company to take such proceedings), then the holders of a majority of said bonds may, on ten days’ notice to said company, apply to any court of chancery in Jasper, White or Cass counties in the state of Indiana, to appoint one or more trustee or trustees to supply their places, and thereupon such new trustee or trustees shall become vested, for the purposes aforesaid, with all the rights and interests hereby conveyed to or vested in the said trustees hereinbefore named, without any further assurance or conveyance for the same. This mortgage be¬ ing the first mortgage and only lien upon said road. In witness whereof, the said company have caused their corporate seal to be hereunto affixed, and these presents to be signed by their president, and attested by their secretary, the eleventh day of May, A. D. eighteen hundred and fifty-three, at their office in Monticello. WILLIAM CHASE, President of the Logansport and Pacific Railway Company. Attest: RANDOLPH BREARLEY, Secretary. Signed, sealed and delivered in presence of T. H. WILSON, ELIHU S. RICE. Acknowledged before Charles B. Lasselle, notary public, Cass county, Ind., May 11, 1853. Recorded, May 17, 1853, Cass county, Indiana. RELEASE OF MORTGAGE. We, the undersigned, two of the trustees in the within mortgage or deed of trust, hereby certify that William Chase, president of the within named Logansport and Pacific Railway Company, has this day produced and surrendered to us all of the within named and described bonds issued by said company and secured by the within mortgage, being three hundred bonds, numbered from one to three hundred, both in¬ clusive, for two hundred and twenty-five pounds sterling each; also two hundred and sixty-five bonds, from three hundred and one to five hundred and sixty-five, and of the denomination and amount of five pounds sterling 1 CORPORATE HISTORY. 487 each, and all of said bonds amounting in the aggregate to the sum of two hundred thousand pounds sterling; none of which said bonds having been sold or in any manner disposed of by said company, have this day all been cancelled and destroyed; we therefore hereby satisfy and dis¬ charge, cancel and surrender up the said mortgage to said company, this 15th day of February, 1854. G. W. RIGGS, G. A. HAMILTON. Acknowledged before Daniel Saixas, commissioner for state of Indiana in New York, February 15, 1854. Recorded July 9, 1855, Cass county, Ind. LOGANSPORT, PEORIA AND BURLINGTON RAIL¬ WAY COMPANY . 1 Resolution of the Board of Directors of the Logansport and Pacific Railway Company, Changing the Name of the Com¬ pany to the Logansport, Peoria and Burlington Railway Company. Adopted September 12, 1854. Resolved, That the name of this company be changed from “ Logansport and Pacific Railway Company ” to “ Logansport, Peoria and Burlington Railway Company,” and that the secretary take the necessary steps to carry the same into legal effect. MORTGAGE. Logansport, Peoria and Burlington Railway Company to Andrew V. Stout, Trustee. Dated July 1, 1855. Securing $750,000 bonds, dated July 1, 1855, payable July 1, 1875, bearing 7 per cent, interest. This indenture, made this first day of July, in the year of our Lord one thousand eight hundred and fifty-five, between the Logansport, Peoria and Burlington Railway Company, a corporation duly organized in pursuance of an act passed by the General Assembly of the state of Indiana, and approved the eleventh day of May, one thousand eight hundred and fifty-two, and the amendments thereto, entitled “ an act to provide for the incorporation of railroad companies,” party of the first part, and Andrew V. Stout, of the city of Brooklyn and state of New York, party of the second part, witnesseth: Whereas, The said Logansport, Peoria and Burlington Railway, for the purpose of facilitating the construction of said railway from Logans¬ port, in the state of Indiana, to the west line of the said state of Indiana, at a point where the Peoria and Oquawka Railroad terminates, have 1 See page 58. 488 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. resolved to borrow money on the credit of the said company to an amount not to exceed seven hundred and fifty thousand dollars, to be applied to the purchase of or in payment for materials, superstructure and equipments of said railway and the construction thereof, and to> execute their bonds therefor in sums of one thousand dollars each, bear¬ ing even date with these presents, payable on the first day of July, one thousand eight hundred and seventy-five, bearing interest at the rate of seven per centum per annum, payable on the first day of each July and January, until the principal thereof shall be paid, at the banking house of the Shoe and Leather Bank in the city of New York; said bonds being designated as bonds of the said railway company and numbered consecutively from number one (1) to number seven hundred and fifty (750), all to stand equally secured by these presents according to their amounts, notwithstanding the same may be issued at different times; each of said bonds being authenticated by a certificate signed by said party of the second part and containing a clause permitting the holder thereof to exchange the same at par for shares of the capital stock of said railroad company, at the par value of the same, at any time prior to the first day of July, one thousand eight hundred and seventy. Now, therefore, this indenture witnesseth, That the said Logansport, Peoria and Burlington Railway Company, in order to secure the pay¬ ment of said bonds and interest, and in consideration of the sum of one dollar to them in hand paid by the said party of the second part at the sealing and delivery hereof, the receipt whereof is hereby acknowl¬ edged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said party of the second part, his successors in the trust hereby created and assigns, all the following present and in future to be acquired property of the said company, that is to say: the railway of said company, made or to be hereafter made, from Logansport, in the state of Indiana, to the west line of said state of Indiana, at a point where the Peoria and Oquawka Railroad terminates, including the right of way and the land acquired and occupied, and to be acquired and occupied thereby, to¬ gether with the superstructure and tracks thereon, and all rails and other materials used therein or procured therefor, including the rails and ma¬ terials purchased or to be purchased for the construction of said railway or paid for by the above described bonds or the money obtained therefor; also all bridges, viaducts, culverts, fences, depot grounds and buildings now or hereafter to be erected thereon; all engines, tenders, cars, tools, materials, machinery, contracts and all other personal property of said company connected with or appertaining to the aforesaid railway, and all right thereto or interest therein, together with all the tolls, rents or income to be had or levied therefrom, and all the franchises, rights and privileges of the said company in and to or concerning the same, in¬ cluding the subscription to the capital stock thereof, but nothing herein contained shall be construed to prevent the said company from selling, hypothecating or otherwise disposing of any bonds or securities received in payment of stock or otherwise, or of any lands or other property of the company not necessary to be retained for their aforesaid roadway. CORPORATE HISTORY. 489 depot grounds or stations, nor required for the construction or con¬ venient use of their railway, nor from collecting moneys due the company on stock subscriptions or otherwise, provided they shall diligently pro¬ ceed to collect and faithfully apply all such means to the construction and equipment of their said railway hereby conveyed and provided; also that no default shall have been made in the payment of the interest or principal of any of the bonds intended to be secured hereby; and pro¬ vided farther, that the party of the first part shall not fail, neglect or refuse to set apart, appropriate and deposit with the said trustee or his successor the said several sums of money, or any or either of them, for the purposes of a sinking fund at the times and in the manner here¬ inafter particularly set forth and provided. And the said party of the first part hereby further covenants and agrees to and with the said party of the second part, his successor or successors, in the trust hereby created, that for the further security of the said mort¬ gage bonds to be issued by virtue of this mortgage, they will annually, on or before the first day of December in each year hereafter, beginning with the first day of December, one thousand eight hundred and sixty, until the principal of said bond is fully paid, set apart and appropriate from the earnings of the said road for the preceding twelve (12) months and deposit with the aforesaid trustee, party of the second part, or his successors in the trust, who is hereby made, constituted and appointed the further trustee or receiver of the first parties hereto, and of all the holders of the mortgage bonds to be issued by virtue of this mortgage as aforesaid, for the purposes hereinafter mentioned, the just and full sum of two per cent, per annum on all outstanding unconverted bonds, secured by this mortgage; the first setting apart and appropriation of said sinking fund to be made and deposited on the first day of December, Anno Domini one thousand eight hundred and sixty, and the said sink¬ ing fund or said several sums of money thus set apart and appropriated, with all accumulations of interest, shall, as soon as practicable there¬ after, be laid out and invested by the said trustee or his successor in the purchase of the mortgage bonds to be issued under this mortgage whenever any or either of the said mortgage bonds can be purchased at or under par and the accrued interest on the same at the date of the pur¬ chase. In case the securities of the said company before specified can¬ not be procured or purchased at the terms aforesaid, then and in that case the said trustee or his successor shall from time to time invest the said funds under the advice and direction of the board of directors of the party of the first part, in said bonds or in such securities as shall be deemed most safe and profitable for the party of the first part; provided, however, that the obligation of the party of the first part to make such annual deposits to the said sinking fund as aforesaid shall cease and determine as soon as the funds and securities placed in the hands of the said trustee or his successor shall, with the accumulation of interest thereon, form a capital sufficient to pay and discharge at the maturity thereof all the outstanding unconverted bonds issued hereunder. The said trustee or his successor shall at all times keep a proper and correct registry and account of the said several securities and funds to be held 49 ° PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. by them as aforesaid and belonging to the said sinking fund for the inspection and examination of the parties hereto, and of any of the stockholders or bondholders of the road, and shall annually during the continuance of the said trust render to the first party hereto a written statement showing the true state and condition of the said sinking fund, and when any of the aforesaid securities of the party of the first part shall have been purchased for the use of the sinking fund the same shall, as soon as purchased, be cut, cancelled and retired by the said trustee or his successor, and shall from time to time and as soon as conven¬ iently may be after such purchase be returned by the said trustee or his successor to said company, to be by them duly registered and destroyed in the presence of the president, treasurer and secretary of said company, or in the presence of a committee of three directors of said company and of said trustee, and proper vouchers shall be given said trustee for all such cut and cancelled bonds so returned by him and registered and destroyed in his presence by said company. There shall be added to said sinking fund, however, annually, by said party of the first part an amount equal to the annual interest on all of said company’s bonds which may be from time to time so purchased, cancelled and destroyed as aforesaid. The said trustee or his successor shall apply the funds and available securities in his hands to the payment and redemption of the said mortgage bonds issued hereunder at their maturity, rendering the overplus, if any, to the party of the first part or their assigns. To have and to hold the said premises and every part thereof, with the appur¬ tenances, unto the said party of the second part, his successors in said trust and assigns, upon the following trust, that is to say: in case the said Logansport, Peoria and Burlington Railway Company shall fail to pay the principal or any of the interest on any of said bonds intended to be secured hereby at any time when the same may become due and payable according to the tenor thereof when demanded, or in case the party of the first part shall fail, neglect or refuse to set apart, appropriate and deposit with the said trustee or his successor the said several sums of money or any or either of them for the purpose of a sinking fund at the time and in the manner hereafter particularly set forth and provided, or in case the principal of said bonds or any of them shall not be paid at their maturity, then, after sixty days after such default, upon the request of the holder of any of such bonds, the said party of the second part, his successors in said trust and assigns, may enter into and take possession of all or any part of said premises, and as the attorney in fact or agent of said company, by himself or agent or substitute duly con¬ stituted, have, use and employ the same, making from time to time all needful repairs, alterations and additions thereto, and after deducting the expenses of such use, repairs, alterations and additions, apply the proceeds of said premises to the payment of the principal and interest of all said bonds remaining unpaid, outstanding and not converted nor purchased for the sinking fund, or the said party of the second part, his successors in said trust and assigns, at his or their discretion, may, or on the written request of the holders of at least one-half of the bonds then unpaid, unconverted, outstanding and not purchased for the sink- CORPORATE PIISTORY. 49 1 4 ing fund, shall cause the said premises, or so much thereof as shall be necessary to pay and discharge the principal and interest of all such of said bonds as may then be unpaid, unconverted, outstanding and not purchased for the sinking fund as aforesaid, together with all the ex¬ penses of sale, to be sold at public auction in the city of New York, giving at least forty days’ notice of the time, place and terms of such sale and of the specific property to be sold by publishing the same in three newspapers of good circulation in the city of New York, and one such newspaper in Logansport, and wherever else the law may require, and execute to the purchaser or purchasers thereof a good and sufficient deed or deeds of conveyance in fee simple for the same, which shall be a bar against the said Logansport, Peoria and Burlington Railway Com¬ pany, party of the first part, their successors and assigns, and all persons claiming under them, of all right, interest or claim in or to said premises or any part thereof, and said trustee shall, after deducting from the pro¬ ceeds of said sale the costs and expenses thereof and of managing said property, apply so much as may be necessary to the payment of said principal and interest due or unpaid on said bonds remaining outstand¬ ing, unconverted and not purchased for the sinking fund, and shall re¬ store the residue thereof to said company, party of the first part. It being hereby expressly understood that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws by the said company, nor any injunction or stay of proceedings or any process be obtained or applied for by them to prevent such entry or sale as aforesaid. It is hereby expressly understood and agreed that it shall be lawful for the said company to dispose of the current net revenues of their said railway in such manner as they shall direct until default shall be made in the payment of the interest or principal of said bonds or some one of them, first having appropriated and deposited with the said trustee or his successor the said several sums of money for the purpose of a sink¬ ing fund at the times and in the manner hereinbefore particularly set forth and provided. And the said Logansport, Peoria and Burlington Railway Company, for themselves, their successors and assigns, do hereby covenant, for the consideration aforesaid, to execute and deliver any further reason¬ able and necessary conveyance of the said premises or any part thereof to the said party of the second part, his successors in said trust and assigns, for more fully carrying into effect the objects and purposes of these presents, and of making them embrace at law said railway as the same may be constructed, and the property and effects so expressed or intended to be mortgaged and to be hereafter acquired. And the said Logansport, Peoria and Burlington Railway Company hereby further covenant as aforesaid that the money borrowed for the purposes aforesaid, upon the security of the said bonds, shall be faith¬ fully applied to the purchase and transportation of iron for the aforesaid railway and other materials necessary for its construction and equip¬ ment, and that said iron and other material so purchased shall be trans¬ ported and used with due diligence in the construction and furnishing of said railway and equipment thereof. 492 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. And it is hereby mutually agreed, and these presents are upon this express condition, that on the payment of the principal and interest of said h>onds, or the conversion thereof into stock or the purchase thereof for the sinking fund in the manner aforesaid, the estate hereby granted to the said party of the second part shall be void, and the right to the premises hereby conveyed shall revert to and revest in said company without any acknowledgment of satisfaction, re-conveyance, re-entry or other act. And it is further mutually agreed that the said party of the second part, his successors in said trust and assigns, shall only be accountable for reasonable diligence in the management thereof and shall not be respon¬ sible for the acts of any agent employed by him or them where such agent shall be selected or employed with reasonable discretion, and that the said party of the second part, his successors in said trust and assigns, shall be entitled to receive proper compensation for every labor and service performed by him or them in the discharge of his or their trust. And it is hereby further mutually agreed that in case of the death, mental incapacity or resignation of the said trustee to act in the matter of the said trust, all his right, estate, interest, power and control in the premises shall be divested, cease and determine, and the said company shall, or in case of their default, to take proceedings therefor for thirty days, the holders of a majority of the said bonds may apply to any court of competent jurisdiction in the state of Indiana to appoint a new trustee, residing in the city of New York, to supply his place, and thereupon such new trustee shall become vested, for the purposes aforesaid, with all the rights and interests hereby conveyed to or vested in said party of the second part, without any further assurance or conveyance for the same; but if the same shall become necessary, both or either of the par¬ ties hereto shall execute and deliver any and all necessary releases or conveyances for that purpose. In witness whereof, the said Logansport, Peoria and Burlington Rail¬ way Company have caused their corporate seal to be hereto affixed, and the same to be subscribed by their president, and the said party of the second part has hereunto set his hand and seal the day and year fi-st above written. BEN. GONZALES, President of the L. P. & B. Railway. Attest: R. BREARLEY, Secretary. Sealed and delivered in presence of R. G. NELLIS, J. B. NONES. The words “ times each,” on the second page, written over an erasure, the words “ and to be acquired and occupied,” interlined after the word “ occupied,” in the 19th line from the top of the third page, the word “ be ” on the fifth page, the words “ accumulation of interest thereon ” on the sixth page, and the words “ one such newspaper,” on the tenth page written over erasures before execution. CORPORATE HISTORY. 493 Acknowledged by Andrew V. Stout before Joseph B. Nones, commis¬ sioner for state of Indiana in New York, August 16, 1855, and by Benj. Gonzales before William Chase, notary public, Cass county, Ind., August 28, 1855- Recorded, Cass county, Ind., August 28, 1855, Mortgage Record B, pages 548 to 556 inclusive. TOLEDO, LOGANSPORT AND BURLINGTON RAIL¬ ROAD COMPANY . 1 Resolution of the Board of Directors of the Logansport, Peoria and Burlington Railway Company, Changing Name to Toledo, Logansport and Burlington Railroad Company Adopted June 11, 1858. At a meeting of the board of directors of the Logansport, Peoria and Burlington Railway Company, held at Logansport, Ind., on the nth day of June, 1858, the following resolution was adopted by the board: “ Resolved, That the corporate name of this company be and the same is hereby changed from the Logansport, Peoria and Burlington Railway Company to the Toledo, Logansport and Burlington Railroad Com¬ pany, and the secretary is hereby directed to record this resolution in the offices of the recorders of Cass, White and Jasper counties in the state of Indiana, and to give notice of the change of name made by this resolution by publishing the same in some newspaper of general circula¬ tion in this state.” In witness whereof. I have hereunto set my hand and affixed its seal of said company at office in Monticello this 16th day of June, 1858. R. BREARLEY, Secretary. DECREE OF SALE Of the Toledo, Logansport and Burlington Railroad by the Circuit Court of the United States for the District of Indiana. 9 May 29 , 1862. Morris K. Jesup et al. vs. The Toledo, Logansport and Burlington Railroad Company. 1 }> In chancery. Come now the complainants by their solicitors aforesaid and file their amendment to their original bill, and the defendants by their counsel come also, and withdraw their demurrer to the bill of complaint and file their answer to the said bill of the said complainants, and make the same a cross bill as well against the said complainants as also against Frederick Marquand, Robert Bayard, Charles L. Frost, Edward Du Pasquier, H. G. Stebbins, E. B. Hart, Alfred Lockwood, Henry Hop¬ kins, George Pazson, Edward H. Miller, F. A. Rusch, Benjamin Nathan, 1 See page 58. 494 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Legrand Lockwood, Alfred S. Waite, A. B. Baylis, and Asa G. Trask, who, with the said complainants are made defendants thereto, and the said parties defendant to the said cross bill, by their counsel, appear to said cross bill and submit themselves to the jurisdiction of this court and file their answer, and the said complainants, except the said Thomas Williams, Jr., now file as evidence in this cause the bonds of the said Toledo, Logansport and Burlington Railroad Company held by them respectively, the execution of which is duly proved. And this cause is now set down for hearing upon the original bill and exhibits, the answer and cross bill and exhibits, the answer to the said cross bill and the bonds filed and proved as aforesaid. Whereupon it is ordered, adjudged and decreed that there is now due and owing from the said Toledo, Logansport and Burlington Railroad Company, to the said com¬ plainants, Morris K. Jesup and John S. Kennedy, for interest upon fifty- five of the bonds of the said Toledo, Logansport and Burlington Rail¬ road Company, secured by the mortgage in the said bill mentioned, which bonds are numbered seventy-five to number eighty-nine, both inclusive, and from number two hundred and two to number two hun¬ dred and forty-one, both inclusive, and are now held by the said Morris K. Jesup and John S. Kennedy, the sum of four thousand four hundred and eighty dollars, which, together with the principal of the said bonds so held by them, amounts to the sum of thirty-one thousand nine hundred and eight dollars, to which sum, with interest from this date, the said Morris K. Jesup and John S. Kennedy are entitled in full or pro rata, as the case may be, out of the proceeds of the sale of the mortgaged premises. And it is further ordered, adjudged and decreed, that there is now due and owing from the said Toledo, Logansport and Burlington Railroad Company to the said complainants, A. Morton Ferris and Warren Ferris, for interest upon six of the bonds of the Toledo, Logansport and Bur¬ lington Railroad Company, secured by the mortgage in the same bill mentioned, which bonds are numbered from number two hundred and forty-two to number two hundred and forty-seven, both inclusive, and are now held by the said A. Morton Ferris and Warren Ferris the sum of four hundred and forty-six dollars and eighty cents, which, together with the principal of said bonds so held by them, amounts to the sum of three thousand four hundred and forty-six dollars and eight cents, to which sum, with interest from this date, the said A. Morton Ferris and Warren Ferris are entitled in full or pro rata, as the case may be, out of the proceeds of the sale of the mortgaged premises. And it is further ordered, adjudged and decreed that there is now due and owing from the said Toledo, Logansport and Burlington Railroad Company to the said complainants, Louis De Coppet, Edward Weston and Henry Theodore Dortic, for interest upon forty of the bonds of the said Toledo, Logansport and Burlington Railroad Company, secured by the said mortgage in the bill mentioned, which bonds are numbered from two hundred and forty-eight to number two hundred and eighty- seven, both inclusive, which are held by them, the sum of two thousand nine hundred and eighty-six dollars and thirty-eight cents, which, to- CORPORATE HISTORY. 495 gether with the principal of the said bonds so held by them, amounts to the sum of twenty-two thousand nine hundred and eighty-six dollars and thirty-eight cents, to which sum, with interest from this date, the said Louis De Coppet, Edward Weston and Henry Theodore Dortic are entitled in full or pro rata, as the case may be, out of the proceeds of the sale of the said mortgaged premises. And it is further ordered, adjudged and decreed that the said defendant, the Toledo, Logansport and Burlington Railroad Company do forth¬ with pay to the said complainants the amounts severally adjudged to be due to them for interest as aforesaid. And it is further ordered, adjudged and decreed that for the default of the said defendant, the Toledo, Logansport and Burlington Railroad Company, in the payment of interest aforesaid, the equity of redemp¬ tion of the said defendant in the said mortgaged premises to be fore¬ closed, and that the said mortgaged premises, to wit, the railroad of the said defendant, the Toledo, Logansport and Burlington Railroad Com¬ pany, extending from the city of Logansport, in the county of Cass, in the state and district of Indiana, westward through the counties of Cass, White, Jasper and Newton, to the west line of the state of Indiana, together with all the said company’s line of railroad or railway, right of way, and all its rights, privileges and franchises appertaining to said railroad or railway, including its surveys, fieldnotes, plans and profiles, roadbed, track, sections, stations, station accommodations, its engines, freight and passenger cars, and all its iron spikes, chairs, which now or shall be on hand at the day of sale, and all its property, movable and immovable, appurtenant to or used in the running and operating of the said railroad, to be sold at public auction to the highest bidder for cash, without any benefit or relief from valuation or appraisement laws; that said sale be made at the door of the court house in the city of Logans¬ port; that previous to such sale the commissioner appointed to make the same, give notice of the time, place and terms of said sale by ad¬ vertising the same at least three weeks in a weekly newspaper printed and published in the city of Logansport. And it is ordered that David G. Rose be and is hereby appointed a commissioner to make said sale, and that he report his proceedings herein to this court. And it is further ordered, adjudged and decreed that the sale of the said mortgaged premises and property, and everything in this decree contained or provided for, shall be and the same are hereby declared to be subject to the rights and equities which are hereby expressly re¬ served to them, to wit: First. That all the holders, bona fide, of the bonds of the said Toledo, Logansport and Burlington Railroad Company of the same series as those above specified and secured by the said mortgage may be at any time within ninety days from the date of this decree file their petitions in this court, in this cause praying to be admitted to participate pro rata in the proceeds of the sale thereof, and thereupon and upon proof of their claims and contributing towards the expense of these proceedings, they shall be admitted to have alike, with the said complainants, in the pro¬ ceeds of said sale. 496 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Second. The said sale shall be made subject to the rights of the holders of the bonds of the said Toledo, Logansport and Burlington Railroad Company, secured by the mortgage or deed of trust first in the mortgage made, and exhibit to the complainants’ bill mentioned, dated the thirteenth day of January, in the year eighteen hundred and fifty-nine, to secure the payment of nine hundred and fifty bonds, dated the first day of February, in the year last aforesaid, amounting in the aggregate to the sum of eight hundred thousand dollars, exclusive of interest, except so far as the rights of said bondholders are changed or modified by the terms of the agreement set forth in the defendant’s cross bill as exhibit “ H.” Third. Said sale shall be made subject to the rights of the Buffalo and State Line Railroad Company, the Cleveland, Painesville and Ash¬ tabula Railroad Company, the Cleveland and Toledo Railroad Company, the Toledo and Wabash Railroad Company, and Peoria and Oquawka Railroad Compan3 r , under the provisions of their contracts with the said Toledo, Logansport and Burlington Railroad Company mentioned in the several mortgages. Fourth. The said foreclosure and sale and the rights of the several parties to this decree are hereby decreed and declared to be subject to the rights and equities of the four classes of creditors mentioned in the said agreement dated the ninth day of April, eighteen hundred and sixty- two, and the right of the said four classes of creditors is hereby ex¬ pressly reserved to them to file in this court in this cause their claims when audited, as provided for in the said agreement, and it is hereby decreed and declared that the bonds which are provided in the said agreement to be issued for the payment of the said four classes of credit¬ ors, and which are hereby decreed and required to be issued as provided for in the said agreement upon the compliance with the terms thereof on their part, shall be and they are hereby placed in all respects as to the payment of principal and interest on an equal footing with the bonds secured by the mortgage of January thirteen, eighteen hundred and fifty-nine, and this decree is hereby declared to be a specific lien upon the said mortgaged premises and property in favor of the holders of the bonds which shall be issued for the payment of the said claims em¬ braced in the said four classes or against the parties to this decree, so that there shall never be any foreclosure of the said last mentioned mortgage or sale under any powers therein contained or under a decree of any court that will cut off or impair the rights of the holders of the said bonds; but in case of such proceeding or proceedings, they shall be paid in full, principal and interest, if the mortgaged premises will sell for a sum sufficient to pay the same. And it is further ordered, adjudged and decreed that the holders of the bonds secured by the mortgage in said complainants’ bill mentioned, within ninety days from the date of this decree, file their claims in this court for their distributive shares of the proceeds of the sale of the said mortgaged property and premises, and this cause is referred to John H. Rea, Esq., a master in chancery of this court, to take an account of the amount due to the holders of said bonds, reserving to the complainants CORPORATE HISTORY. 497 .and to the defendant the right to except and object to the allowance of such claims, in which case the said master in chancery is hereby author¬ ized and empowered to take proofs; and any party may, upon proper notice out of this court, a commission to take proofs in support of or against said claims, to be read before the said master in chancery, who is directed to report his proceedings, together with all such proof and his conclusions thereon, to this court when completed, and it is ordered, adjudged and decreed that such of the said bondholders as do not file their claims in manner aforesaid shall be concluded by these proceed¬ ings. And it is further ordered that the said master in chancery give notice to the holders of said bonds of the requirements of this decree as to them by publishing such notice for at least sixty days preceding the expiration of the time for filing such claims, in the Indianapolis Daily Journal and in some daily newspaper in the city of New York, and this cause is reserved and continued for such further order and direction as may be necessary to secure and perfect the equities of the respective par¬ ties. And day is given. United States of America, District of Indiana. I, John H. Rea, clerk of the Circuit Court of the United States for the District of Indiana, do hereby certify the above and foregoing to be a true and correct copy of a decree made on the 29th day of May, A. D. 1862, in the above entitled cause. In testimony whereof, I have hereto set my hand and affixed the seal of the said court at Indianapolis, the 6th day of June, A. D. 1862, and of the independence of the United States of America the eighty-sixth. JNO. H. REA, Clerk. DECREE OF CONFIRMATION OF SALE. July 15, 1862. Morris K. Jesup et al., vs. The Toledo, Logansport and Burlington Railroad Company. - Chancery No. 116. Comes now on this day David G. Rose, Esq., commissioner, and files his report of sale in the words and figures following, to wit: To the honorable judges of the United States Circuit Court for the District of Indiana. The undersigned, David G. Rose, the commissioner appointed by this •court, to wit, on the 29th day of May, 1862, to sell the mortgaged prop¬ erty and premises, to wit, the railroad of said defendant, with its appur¬ tenances and the franchises and property in the decree mentioned, re¬ spectfully reports, that pursuant to the requirements of said decree and the statute in such cases made and provided, he advertised and gave notice of the sale of said mortgaged property and premises, a copy of which advertisement as published in the Logansport Journal, a weekly 32 498 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. newspaper printed and published in the city of Logansport, in the county of Cass, state and district aforesaid, for three weeks successively, before the day of sale, is hereunto appended and referred to. and that pursuant to said advertisement and to the decree aforesaid, he did, on the 10th day of July. 1862, between the hours of 10 o’clock A. M. and 4 o'clock P. M., at the door of the court house in the city of Logans¬ port, in the county of Cass, offer for sale, at auction, the rents and profits for seven years of the said mortgaged property, franchises and appurtenances without receiving any bid therefor, and thereupon after¬ wards and between the same hours and at the same place he offered for sale at auction, the fee simple, that is to say, all the right, title and interest of the said Toledo, Logansport and Burlington Railroad Com¬ pany in and to the property, franchises and premises aforesaid, upon the terms and conditions in the decree mentioned, at which sale John S. Kennedy being the highest bidder, the same was struck off and sold to him, the said John S. Kennedy as trustee in trust, as set forth in the agreement dated April 9, 1862, made and exhibited to the cross bill in this cause, designated as exhibit “ H,” at and for the sum of five hundred dollars, and on the same day I did, as such commissioner, execute to the said John S. Kennedy, as such trustee, a deed of conveyance of the property, franchises and premises aforesaid. All which is respectfully submitted for confirmation. DAVID G. ROSE, Commissioner.” And upon motion and by consent of parties, said report is confirmed, and the said commissioner is ordered to pay over to the clerk of this court the costs as they accrued in this cause. ORDER OF COURT For the Surrender of the Bonds and Stock of the Toledo, Logans¬ port and Burlington Railroad Company in Exchange for New Securities. November 14, 1866. Notice.—Morris K. Jesup et al., vs. the Toledo, Logansport and Bur¬ lington Railroad Company. In chancery. The Toledo, Logansport and Burlington Railroad Company, vs. Morris K. Jesup et al. On cross bill. In the United States District Circuit Court, Seventh Judicial Circuit and District of Indiana. At the November term of said court, on the 14th day of November, 1866, the following order was made in the above entitled cause, to wit: It is ordered that all the holders of the bonds of the Toledo, Logans¬ port and Burlington Railroad Company of the series mentioned in the mortgage, or deed of trust, to Thomas Williams, trustee, in the com¬ plainant’s original bill in this cause mentioned, and which the said bill was filed to foreclose, called second mortgage bonds, and all holders of the original stock of said company present such bonds and their cer¬ tificates of such stock on or before the first day of the next term of this court (first Tuesday of May, 1867) to the Toledo, Logansport and Bur- CORPORATE HISTORY. 499 lington Railway Company, and subscribe the articles of association of said company, with the amount and kind of stock to which they may respectively be entitled, and surrender said bonds and stock certificates in payment thereof, in accordance with the provisions of the agreement for reorganization; or, that they file their claims for such stock, accom¬ panied with such bonds and stock certificates in this court on or before the first day of the next term thereof; and that in default thereof all such claims be barred, and the holders of such bonds and stock be prohibited from setting up or making claim, or claims, thereafter. A true extract from the minutes as entered this day. Indianapolis, November 14, A. D. 1866. AGREEMENT OE STOCKHOLDERS AND CREDITORS For the Sale and Reorganization of the Toledo, Logansport and Burlington Railroad. Dated April 9, 1862. Whereas, The Toledo, Logansport and Burlington Railroad Company, a corporation formed and organized under the laws of the state of In¬ diana, did, on the thirteenth day of January, eighteen hundred and fifty- nine, execute a certain mortgage or deed of trust to Andrew V. Stout, of the city of New York, and did thereby grant, bargain and sell unto the said Andrew V. Stout, all and singular its railroad or railway, and its line of railroad or railway, lying between the city of Logansport, in the state of Indiana, and the east line of the state of Illinois, together with all its right of way, and all other of its rights, privileges and franchises, and its roadbed and property, more particularly in the said mortgage or deed of trust ^described, to secure the payment of nine hundred and fifty bonds of the said Toledo, Logansport and Burlington Railroad Com¬ pany, all bearing date the first day of February, eighteen hundred and fifty-nine; six hundred and fifty of said bonds, being each for the pay¬ ment of one thousand dollars, numbered from number one to number six hundred and fifty inclusive, and three hundred of said bonds, being each for the payment of the sum of five hundred dollars, and numbered from six hundred and fifty-one to nine hundred and fifty inclusive, all payable on the first day of February, in the year one thousand eight hundred and eighty-four, at the Shoe and Leather Bank in the city of New York, with interest at the rate of seven per cent, per annum, payable half- yearly on the first days of February and August in each year, which said mortgage or deed of trust is upon certain trusts and conditions in the said deed of trust or mortgage mentioned, and which said mortgage was made and said bonds were issued for the purpose of raising money for completing and operating the said railroad; and whereas, the said bonds so issued were sold, and are now held by the persons respectively in that behalf subscribing this agreement; and whereas, default having been made by the said Toledo, Logansport and Burlington Railroad Company in the payment of the interest which had become due upon the said bonds, Morris K. Jesup and others, holders of the said bonds, on qoo PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS R\ . CO. behalf of themselves and the other holders of said bonds, on or about the twenty-seventh day of August, eighteen hundred and sixty, com¬ menced a suit in the Circuit Court of the county of White, in the state of Indiana, against the said corporation and others, for the foreclosure of the said mortgage, which cause has been transferred by change of venue, into the Circuit Court of the county of Pulaski in said state. And whereas, The said Toledo, Logansport and Burlington Railroad Company did also, on the first day of April, in the year eighteen hundred and fifty-nine, execute to Thomas Williams, Jr., of the city of New York, a certain other deed of trust or mortgage of and upon their said railroad, and the franchises and property aforesaid, to secure the payment of four hundred bonds of the said Toledo, Logansport and Burlington Railroad Company, all bearing date the first day of April aforesaid, each for the sum of five hundred dollars, payable at the banking house of the Marine Bank, in the city of New York, on the first day of April, one thousand eight hundred and eighty-four, with seven per cent, per annum interest, payable half-yearly on the first days of April and October in each year, which said mortgage or deed of trust is made upon certain trusts and conditions therein contained, and is subject and subsequent to the said mortgage or deed of trust herein first mentioned, a portion of which said second mortgage bonds have been sold, to raise money for the com¬ pleting and operating of the said railroad, and are held by the parties respectively subscribing this agreement in this behalf. And whereas, Default having been made in the payment of the interest upon the said second mortgage bonds, by the said Toledo, Logansport and Burlington Railroad Company, the said Morris K. Jesup and other holders of a portion of the said second mortgage bonds, did, on or about the fifteenth day of October last Jiast, bring their bill in chancery in and before the Circuit Court of the United States for the district of Indiana, against the said Toledo, Logansport and Burlington Railroad Company for the foreclosure of the said mortgage, and praying, among other things, for a sale of the property and franchises so mortgaged, which cause is pending still in said court. And whereas, Owing to the pecuniary embarrassments of the said corporation, it is impossible for it at the present time to pay the interest upon either of the said mortgages, or the indebtedness hereinafter men¬ tioned, and it is desirable that a reorganization of the said enterprise shall be effected, with a view of promoting the interests of all the parties concerned therein. It is therefore agreed by and between the said Toledo, Logansport an Burlington Railroad Company, and such of the holders of the first and second mortgage bonds hereinbefore mentioned as shall become parties to this agreement, and such of the creditors of the said corporation as shall become parties in like manner, as follows, to wit: First. The complainants in the said suit in chancery, pending in the Circuit Court of the United States for the district of Indiana, shall be entitled to proceed in the said suit and to obtain, at as early a day as practicable, a decree of foreclosure and an order for the sale of the said railroad, with all its appurtenances, franchises and property, moveable CORPORATE HISTORY. 501 and immoveable, to be sold under the order and decree of the said court without valuation or appraisement, for the best price the same will bring, subject, however, to the said first mentioned deed of trust or mortgage, and the bonds it was given to secure, and such interest as may accrue and become due upon said bonds on and after the first day of February, in the year eighteen hundred and sixty-three. The bondholders of the said first and second mortgage bonds, or such of them as shall co-operate in the proceedings, shall appoint an agent or trustee to attend and bid at said sale, and if no other person or persons shall bid at said sale to such an amount as that the said agent shall deem it for the interest of the parties to let the property go, such agent shall bid off and buy in the said railroad, its appurtenances, franchises and property, for the use of and in trust for the holders of the said second mortgage bonds, or such of them as shall co-operate in and become parties to the new organi¬ zation, and such as shall become stockholders in the said new organiza¬ tion as hereinafter provided. Second. As soon as may be after such sale, a new organization shall be effected, by the creating of a new stock, and the issuing of certificates therefor, and b}' entering into articles of association, and filing the same in the office of the secretary of state of the state, of Indiana, and doing such other acts as may be necessary to perfect such organization accord¬ ing to law. Such shares of stock shall be fifty dollars each. All stock¬ holders, bona fide, holding shares of paid-up stock in the said Toledo, Logansport and Burlington Railroad Company may surrender their certificates of stock and receive in lieu thereof stock in the new company to an amount equal to the amount so surrendered. There shall be created a new preferred stock in the said new organiza¬ tion, which in the payment of dividends shall take precedence of the stock above mentioned, which said preferred stock shall amount to a sum sufficient to absorb the whole amount of the interest due on the first mortgage bonds aforesaid, and to become due, up to and including that which will fall due on the first day of August next, and interest at the same rate on the coupons, while they have remained due and unpaid, at par; and the whole amount of the said second mortgage bonds, and the interest due thereon, and interest on the unpaid coupons, while remaining due and unpaid, computed at the same rate, which said second mortgage bonds and interest as aforesaid shall be computed at the rate of seventy-five cents upon the dollar. The holders of coupons of the said first mortgage bonds may surrender the same at par, prin¬ cipal and interest as aforesaid, in the purchase of and payment for the said preferred stock. And the bona fide holders of the said second mort¬ gage bonds, and interest coupons, with interest thereon as aforesaid, may surrender the same at the rate of seventy-five cents on the dollar in the purchase of and payment for the said preferred stock. It is further agreed that provision shall be made for the security and ultimate pay¬ ment of certain claims against the said Toledo, Logansport and Bur¬ lington Railroad Company, and owing in the state of Indiana, of the following description, to wit: 1. Claims of all unpaid contractors still remaining due from said com- 502 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. pany for construction of said road, prior to and at the time of its com¬ pletion. 2. The unpaid claims of laborers and others specially employed by said company who rendered services during the same period. 3. The amount due and unpaid for ties, timber and other materials furnished and delivered and receipted for, or recognized by the president or other proper officers of said company during the construction of said road. 4. The amount due and unpaid for subsistence and transportation and for money paid, furnished and used for the benefit of said railroad com¬ pany during the same period. The whole amount of the above four classes of claims shall not exceed the sum of eighty thousand dollars, including those already in judgment, and John S. Kennedy, on the part of the bondholders, and Thomas Dowling, the president of the company, on her part, shall constitute a committee to audit said claims. The said claims when audited shall be paid as follows: Within ninety days after the same shall have been filed in the office of the clerk of the Circuit Court of the United States for the district of Indiana, with the file of the papers of the said foreclosure suit now pending in said court, the said company, or, if a reorganization thereof shall have been then effected, such new organization shall issue income bonds to an amount equal at par to the amount found to be due upon the said indebtedness, embraced in the above four classes (not exceeding the said sum of eighty thousand dollars), which income bonds shall not yield interest to the holders thereof until the expiration of three years from the date thereof, but the interest so remitted is to be used in the further stocking and furnishing of said road. From and after the expiration of three years from the date of said income bonds, they shall bear interest at the rate of six per cent, per annum, payable at the office of said company in Logansport, the principal of said in¬ come bonds to become due February 1st, 1884, and the said bonds shall be placed in all respects as to the payment of principal and interest on an equal footing with the said first mortgage bonds. And it is agreed that there shall be no foreclosure of the said first mortgage, either by judicial proceedings or by sale under the power therein contained which shall cut off or impair the security of the said income bonds; but in case of such foreclosure, said income bonds shall be paid in full, and shall constitute a lien on said road and a charge against the same to be fully satisfied both as to principal and interest. The holders of the said indebtedness may cancel the same and receive in lieu thereof the said income bonds at par. For the purpose of liquidating any small claims, embraced in the above four classes, due to laborers and others whose circumstances require cash payment, either on account of the smallness of the claim, or the necessities of the holder, there shall be paid by the receiver out of the earnings of the road, or other assets in his hands, a sum not exceeding three thousand dollars, to be applied under the direction of the auditing committee aforesaid, in their discretion. The sum so to be paid to constitute a part of the said amount of eighty thousand dollars, and to CORPORATE HISTORY. 503 be included therein. If the receiver shall not be able to furnish the said sum of three thousand dollars out of the earnings of the road, and that amount, or any part thereof shall be advanced by the bondholders, the same shall be refunded to them with interest, out of the first available earnings of the road, or any other assets of the company. After the auditing, allowance and approval of the claims mentioned in the four classes above, the holders thereof wishing to avail themselves of the provision hereby made for the payment thereof, shall signify their acceptance of the said provisions by signing this agreement, or a sepa¬ rate schedule referring thereto, and placing opposite their names the amounts so audited in their favor, and no bonds shall be issued to such creditors for said indebtedness until they shall have done so. If the amount audited shall exceed the sum of eighty thousand dollars, there shall be a pro rata abatement, upon the respective claims (except upon the small claims provided to be paid out of the said sum of three thou¬ sand dollars) sufficient to reduce the whole amount audited, to the said sum of eighty thousand dollars. The said committee shall examine and supervise the report of the re¬ ceiver, now in charge of the said railroad, under the appointment of the White Circuit Court. Any assets of the said cofporation not disposed of before the termination of the receivership shall pass, by virtue of this agreement, and are hereby assigned to John S. Kennedy, in trust, for the new corporation to be organized under the provisions of this agreement. The holders of the first mortgage bonds shall, in some proper method, become parties complainant or defendant in the said suit now pending in the United States Circuit Court, in such way as to give to said court jurisdiction of said first mortgage bondholders, and the property cov¬ ered by said first mortgage, in order that by the decree of said court the * provisions of this agreement, so far as the same relate to the said income bonds, and the adjustment and security of the claims embraced in said four classes, may become binding upon said first mortgage creditors, and in said cause, when the parties are thus within the jurisdiction of the court, this agreement, so far as it relates to the said four classes of debts, and the security thereof, shall substantially become a part of the decree of foreclosure, of the said second mortgage, and said decree shall operate as a lien in favor of said four classes of creditors upon the mortgaged premises, to the extent of the provisions herein made. The agreement heretofore made for certifying and transferring the cause pending in the Circuit Court of the county of Pulaski and state of Indiana, wherein Morris K. Jesup and others are plaintiffs and the Toledo, Logansport and Burlington Railroad Company and others are defendants, is hereby set aside and cancelled, and the said cause shall remain in the said Pulaski Circuit Court, in the same condition and plight as if the said agreement had not been made. When the new organization is effected, the receiver shall surrender the possession of the road to the new company, who shall take posses¬ sion thereof, with all its property and assets, moveable and immoveable, and all causes in action theretofore belonging to the said Toledo, Logans¬ port and Burlington Railroad Company. 504 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Any balances of unpaid salaries of officers of the corporation, and of allowances and lawful expenses, incident to the organization and busi¬ ness of said corporation may be audited as aforesaid; and also all counsel fees and expenses of the said bondholders, and of the corporation, whether already paid or not, shall be audited and paid out of the earnings, of the road, and such as may have been or may be paid by said bond¬ holders shall be refunded to them. No claim of any nature shall be admitted, unless audited and approved by the committee aforesaid, and all matters upon which they cannot agree shall be referred to the final determination of Charles Butler, Esq.,, of the city of New York, or in case of his refusal to act, to some other indifferent person, by said auditors mutually chosen, whose award in the premises shall be final and conclusive between the parties. The said first deed of trust, and the bonds issued under and secured thereby, shall remain, as at present, a lien upon the said railroad, franchises and prop¬ erty, except as to the interest hereinbefore provided to be converted into stock, and excepting also, so far as they shall be affected by the provisions hereinbefore made for the said four classes of debts, and the income bonds to be issued in payment thereof, and it is hereby agreed that the new corporation to be organized as hereinbefore provided for shall assume the payment of the bonds, and the performance of all the conditions mentioned in the said first deed of trust or mortgage, that were binding upon the said Toledo, Logansport and Burlington Rail¬ road Company, except as aforesaid, and the holders of the said first mortgage voting bonds shall be entitled to vote in the election of direc¬ tors and in all other matters (in the same manner as if they were stock¬ holders) upon the amount of the bonds held by them respectively. In witness whereof, these presents are made duplicate, and said bond¬ holders of the first and second mortgage bonds, becoming parties hereto by John S. Kennedy, their agent, thereunto lawfully authorized, and the said Toledo, Logansport and Burlington Railroad Company by Thomas Dowling, its president, being thereunto authorized by a resolution of the board of directors of said company, do hereunto set their hands this ninth day of April, in the year of our Lord one thousand eight hundred and sixty-two. THOS. DOWLING, President Toledo, L. & B. Railroad Company. MORRIS K. JESUP, MORRIS K. JESUP & CO.. FREDERICK MARQUAND A. M. FERRIS, A. M. FERRIS & BRO., EDWARD WESTON, DE COPPET & CO., ROBERT BAYARD. CPIARLES L. FROST, EDWARD DU PASQUIER, H. G. STEBBINS, E. B. HART. ALFRED LOCKWOOD, HOPKINS & CO., EDWARD H. MILLER, F. & A. RUSCH, BENJAMIN NATHAN, LOCKWOOD & CO., A. B. BAYLIS, A. G. TRASK. CORPORATE HISTORY. 505 FIRST MORTGAGE. Toledo, Logansport and Burlington Railroad Company to Andrew V. Stout, Trustee. Dated January 13, 1859. Securing $800,000 bonds, dated February 1, 1859, payable February 1, 1884, bearing 7 per cent, interest. This indenture, made this thirteenth day of January, in the year of our Lord one thousand eight hundred and fifty-nine, between the Toledo, Logansport and Burlington Railroad Company, a lawful corporation of the state of Indiana, party of the first part, and Andrew V. Stout, of the city, county and state of New York, of the second part, trustee upon trusts hereinafter limited. Whereas, The first party possesses power by the laws of the state of Indiana to construct and maintain a railway or railroad in said state from the city of Logansport, on the Wabash river, to the east line of the state of Illinois; and whereas said first party is about to construct its railway or railroad from said city of Logansport to the east line of the state of Illinois, and for supplying means to that end is about to issue nine hundred and fifty bonds, all of the same date, bearing date of the first day of February, A. D. one thousand eight hundred and fifty-nine. Six hundred and fifty of said bonds are each for the payment of one thousand dollars, numbered from one to six hundred and fifty (650) inclu¬ sive; three hundred of said bonds are each for the payment of five hun¬ dred dollars, numbered from six hundred and fifty-one (651) to nine hundred and fifty (950) inclusive, at the banking house of the Shoe and Leather Bank in the city of New York to or bearer, on the first day of February, A. D. one thousand eight hundred and eighty-four, with interest at the rate of seven per centum per annum, payable half-yearly on the several first da>s of February and August of each year until the said principal sum is paid. To the end, therefore, of securing the payment of the respective sums of interest and principal contained in said bonds, this indenture wit- nesseth, That in consideration of the premises and for the further con¬ sideration of the sum of one dollar from the second party, the receipt of which is hereby acknowledged, the first party doth hereby grant, bargain and sell unto the said Andrew V. Stout all and singular its railroad or railway and its line of railway or railroad lying between the said city of Logansport and the east line of the state of Illinois, together with all said first party’s rights of way, and all its other rights, privileges and franchises in, upon or pertaining to said railway or rail¬ road, including its surveys, field notes, plans and profiles; its roadbed, made or to be made, its track, its stations and station accommodation, its engines, freight and passenger cars, all iron spikes, chairs, ties and other materials now on hand or which may be hereafter acquired for the construction of the track upon said road, and likewise the benefit of all contracts which the first party hath made or may make touching the construction and operating the same (especially the benefits of all con- 506 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. tracts which are or may be made with the Peoria and Oquawka Railroad Company) for the use of said railroad so far as the right to receive the portion of moneys which may be due for such use as hereinafter men¬ tioned; and these presents are also subject to the contracts entered into between the party of the first part and the Toledo and Wabash, Cleveland and Toledo, Cleveland, Painesville and Ashtabula and the Buffalo and State Line Railroad Companies, bearing date the twenty-eighth day of December, A. D. 1858, intending hereby to convey to said second party all and every right and interest which the first party now has or may hereafter acquire in the above described railway or railroad, the same being a distance of about 1 sixty-one miles and lying between the city of Logansport, in the state of Indiana, and the east line of the state of Illinois. To have and to hold to him, the said Andrew V. Stout (as joint tenant, and not as tenant in common) and to whomever may become the suc¬ cessor of the trusts hereinafter limited, in fee simple, forever, to his own proper use and behoof; but nevertheless, subject to and upon the several trusts hereinafter by these presents limited and defined, and excepting the rights of the Peoria and Oquawka Railroad Company to the use of said railroad by reason of their contract or lease aforesaid; and the first party hereby covenants with the said party of the second part, and with his successor, his heirs and assigns, that it hath lawful authority to sell and convey the premises in manner and form as is above written and that the same are free from all incumbrances (except as is above ex¬ cepted), and that it will warrant and defend the lawful possession thereof by the second party and his heirs and assigns forever. And the first party doth hereby further covenant that at the request of the said second party or of his successor, or his heirs and assigns at any time hereafter, it will from time to time make such further assurances as counsel, learned in the law, shall believe necessary to assure the title of the grantee and his assigns in the premises hereby conveyed; it being under¬ stood, however, that nothing herein contained shall impair the rights and interests granted to the Peoria and Oquawka, the Toledo and Wa¬ bash, Cleveland and Toledo, Cleveland, Painesville and Ashtabula, and the Buffalo and State Line Railroad Companies by the contracts afore¬ said, and the parties aforesaid hereby declare that the trusts, for whose execution this indenture is intended to provide, are the following, viz.: 1st. That the said trustee shall permit the first party and their lessees and assigns to remain in possession of the premises and operate the said railway or railroad, and take the receipts and earnings of the same until default shall be made in the payment of the interest or the prin¬ cipal of the said bonds, or any of the same, or in the payment of the sinking fund as is hereinafter provided. 2nd. That the said trustee shall receive semi-annually, according to the terms of said lease, the sum of thirty-four thousand dollars, of the annual rental which the Peoria and Oquawka Railroad Company are to pay for the use of said first party s railroad or railway, and shall invest the same in some safe and productive manner until the same shall be required for the payment of interest or for the sinking fund as is here¬ inafter provided. CORPORATE HISTORY. 507 3rd. That said trustee, from the receipts of said rents, shall pay the accruing interest upon all the bonds of this series and shall be at liberty to retain annually the sum of two hundred and fifty dollars in full for his compensation for managing said trust. 4th. That said trustee shall next appropriate annually from said rent the sum of twelve thousand dollars as a sinking fund for the redemption of the said nine hundred and fifty bonds; he shall invest the same in the purchase of an equal amount of the said nine hundred and fifty bonds, provided the same can be procured at a price not greater than the par value thereof. When such bonds shall be obtained, the trustee, to pre¬ vent their further negotiability, shall endorse thereon the object of their purchase and shall hold the same and receive and dispose of the accruing interest thereon in such manner as in his judgment may best work the redemption and payment of the said nine hundred and fifty bonds. If such bonds cannot be obtained at a price not exceeding their par value, said trustee shall be at liberty to invest the amount of said sinking fund in the stocks of the states of New York, Ohio, Indiana or Illinois; and the first party doth hereby covenant with the second party and his suc¬ cessor, heirs and assigns in this trust, that the said trustee shall receive semi-annually of said rent a sufficient sum to pay the accruing interest on the said nine hundred and fifty bonds, and a further sum equal to twelve thousand dollars annually to enable him to provide.for said sink¬ ing fund and said compensation to the said trustee, and that it will supply deficiencies thereof from its general revenues if the amount thereof should prove insufficient. In case default shall be made in the payment of the principal or the accruing interest on any of the nine hundred and fifty bonds, or in the due provision for the sinking fund as hereinafter specified for a period of ninety days after the same or any of the same shall become due and payable, it shall be lawful for the said trustee or his authorized agent (the same default continuing) to enter upon and take possession of the premises hereby conveyed, and by him or his agents to use, operate and manage the same in such manner as he shall judge the interests of said bondholders may require. And in such case the first party doth hereby covenant that they will, on request, peaceably surrender to said trustee or his agent their possession of the premises and of all which is intended to pass by this grant, with all books, papers, contracts and accounts pertaining to the said railroad hereby conveyed: And the said trustee is hereby authorized, on the continuance of said default, to receive the revenues of said railway, to expend the same in payment of the repairs and in the operation thereof, and to the expenses and objects of thi-s trust. And in case of such default continuing for the period of six months, and on the written request of a majority of the bondholders, the said trustee is hereby authorized to sell the premises herein granted, or any part thereof (subject to the said contracts with the said Toledo and Wabash, Cleveland and Toledo, Cleveland, Painesville and Ashtabula, and the Buffalo and State Line Railroad Companies) for the purposes of said trust. Such sale shall be made at public vendue at Logansport, in the state of Indiana, without appraisal, to the highest bidder, either 508 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. for cash or for credit, not exceeding two years, at such sale the trustee shall have the right to purchase said premises for the benefit of such bondholders. The deed of said trustee shall convey to the purchaser all the right,, title and interest of the first party in the railway, together with all prop¬ erty, surveys and writings relating to the same, and likewise so much of the franchises of said company as are or may be necessary for conveying the right and title to the use and operation of the same. Notices of such sale shall be given at least forty days previous to said sale by publication in three newspapers of general circulation in the city of New York and one newspaper in Logansport, and one in Chicago, and wherever elsewhere the laws of the state of Indiana may require. The proceeds of such sale when made by or at the instance of the second party shall be appropriated to the purposes of this trust after paying the expenses of the same, and the expenditures of maintaining and operating said railway, accounting with the first parties for any surplus remaining after the satisfaction of said bonds. It is further wit¬ nessed that the said trustee, after exercising good faith and ordinary prudence in the performance of his duties, shall not be answerable either for the neglect or default of any agent by him appointed. In case said trustee shall resign or shall from death or from any other cause become incapable of executing his duties as trustee, or shall ne¬ glect to perform the duties of said trust, it shall be lawful for the board of directors of the Toledo, Logansport and Burlington Railroad Com¬ pany to declare that the office, authority and title of such trustee hath ended; and therefore the said board shall nominate, and with the approval of the presidents of the Peoria and Oquawka, the Toledo and Wabash, Cleveland and Toledo, Cleveland, Painesville and Ashtabula, and the Buffalo and State Line Railroad Companies, or a majority of them for the time being, or with the approval of a majority of them, bondholders, appoint another trustee in his stead, and thereupon said person so appointed shall become invested with all the title and power of a trustee as fully as if he had been an original party to these presents. It is further witnessed that the said trustee shall not be required to take any step in the execution of this trust likely to subject him to expense, unless the holders of said bonds, or some of them, shall give sufficient security to indemnify such trustee from any such liability, and the said trustee shall be at liberty to employ counsel learned in the law in all suitable cases whose reasonable expenses shall be a proper charge in his accounts. The said trustee shall keep the accounts of said trust open to the in¬ spection of the first party, or any other persons holding its interests, at reasonable times, and shall file with the first party annually a state¬ ment of the same. \\ henever the sinking fund which shall come to the hands of the trustee shall be sufficient to provide for the payment of said bonds and the pur¬ poses and objects of this trust, the first party shall be entitled to all further accumulations. Provided, however, and these presents are upon the following express CORPORATE HISTORY. 509 conditions, that if the first party, either from the resources and means hereby provided or in any other manner duly make the several pay¬ ments of interest on said bonds as the same shall accrue, and shall pay the principal of the same when it shall become due, then the trusts hereby created shall cease and the estate of the said trustee, without any further act to be done or entry to be made by the first party, shall become void and the premises hereby conveyed shall revest in and revert to the party of the first part. And it is further witnessed that the party of the second part accepts the indenture aforesaid and covenants with the first party that he will •execute the trusts therein limited after their true intent and object. In witness whereof, the said Toledo, Logansport and Burlington Rail¬ road Company have caused their corporate seal to be hereunto affixed and the same to be subscribed by their president and the said party of the second part has hereunto set his hand and seal the day and year first above written. Toledo, Logansport and Burlington Railroad Company, By D. M. DUNN, President. B. E. STRONG, Secretary. A. V. STOUT. [seal] Sealed and delivered in presence of B. E. STRONG, Secretary. Sealed and delivered in presence of J. VAN VLECK, J. B. NONES, as to A. V. Stout. Duly acknowledged by A. V. Stout and B. E. Strong, January 29, 1859, before J. B. Nones, commissioner for the state of Indiana in New York, and by David M. Dunn before Charles B. Lasselle, notary public, Cass county, Indiana, February 2, 1859. Recorded, Cass county, Indiana, Deed Book R, page 395. SECOND MORTGAGE. Toledo, Logansport and Burlington Railroad Company to Thomas Williams, Jr., Trustee. Dated April 1, 1859. Securing $200,000 bonds of $500 each, dated April 1, 1859, payable April 1, 1884, bearing 7 per cent, interest. This indenture, made this first day of April, in the year of our Lord, one thousand eight hundred and fifty-nine between the Toledo, Logans¬ port and Burlington Railroad Company, a lawful corporation of the state of Indiana, party of the first part, and Thomas Williams, Jr., of the city, county and state of New York, of the second part, trustee upon trusts hereinafter limited. 510 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. W hereas, The first party possess power by the laws of the state of Indiana to construct and maintain a railway or railroad in said state from the city of Logansport on the Wabash river to the east line of the state of Illinois. And whereas, said first party is now constructing its rail¬ way or railroad from said city of Logansport to the east line of the state of Illinois. And whereas, the said first party has heretofore issued nine hundred and fifty bonds, all of the same date, to wit, February first, A. D. one thousand eight hundred and fifty-nine. Six hundred and fifty of said bonds are each for the payment of one thousand dollars, and three hundred of said bonds are for the payment of five hundred dollars each. The payment of said nine hundred and fifty bonds is secured by a mortgage or deed of trust on said first party’s railroad or railway from the city of Logansport, in the state of Indiana, to the west line of said state, bearing date the first day of February, A. D. one thousand eight hundred and fifty-nine, to Andrew V. Stout, of the city of New York, as trustee. Now, for the purpose of supplying means for the completion of said railroad or railway, first party is about to issue four hundred more bonds, all of the same tenor and date, bearing date the first day of April, A. D. one thousand eight hundred and fifty-nine, numbered from one to four hundred (i to 400) inclusive, each for the payment of five hundred dollars, at the banking house of the Marine Bank in the city of New York to or bearer, on the first day of April, one thousand eight hundred and eighty-four. But subject, nevertheless, to the said nine hundred and fifty bonds first above mentioned and the said deed of trust or mortgage to the said Andrew V. Stout as above mentioned, with interest at the rate of seven per centum per annum, payable half-yearly on the several first days of April and October of each year until the said principal sum is paid. To the end, therefore of securing the payment of the respective sums of interest and principal contained in said four hundred bonds, this indenture witnesseth, That in consideration of the premises and for the further consideration of the sum of one dollar from the second party, the receipt of which is hereby acknowledged, the first party doth hereby grant, bargain and sell unto the said Thomas Williams, Jr., all and singular its railroad or railway, and its line of railway or railroad lying between the said city of Loganspoit and the east line of the state of Illinois; together with all .^aid first party s right of way and all its other rights, privileges and franchises in, upon or pertaining to said railway or railroad, including its surveys, field notes, plans and profiles, its roadbed, made or to be made, its tiack, its sections, stations and station accommodations, its engines, freight and passenger cars, all iron spikes, chairs, ties and other materials now on hand or which may be hereafter acquired for the con- struction of the track upon said road, and likewise the benefit of all contracts which the first party hath made or may make touching the construction and operating the same, especially the benefit of all con- tiacts which are or may be made with the Peoria and Oquawka Rail¬ road Company for the use of said railroad so far as the right to receive the portion of moneys which may be due for such use as hereinafter men¬ tioned. And these presents are also subject to the contracts entered into CORPORATE HISTORY. 5 1 1 between the party of the first part and the Toledo and Wabash, Cleve¬ land and Toledo, Cleveland, Fainesville and Ashtabula, and the Buffalo and State Line Railroad Companies, bearing date the twenty-eighth day of December, A. D. one thousand eight hundred and fifty-eight, intending hereby to convey to said second party all and every right and interest which the first party now has or may hereafter acquire in the above described railway or railroad, the same being a distance of about sixty- one miles and lying between the city of Logansport, in the state of In¬ diana, and the east line of the state of Illinois. To have and to hold to him, the said Thomas Williams, Jr., and to whomever may become the successor of the trusts hereinafter limited, in fee simple, forever, to his own proper use and behoof, but, nevertheless, subject to and upon the several trusts hereinafter by these presents limited and defined, and excepting the rights of the Peoria and Oquawka Railroad Company to the use of said railroad by reason of their contract or lease aforesaid, and the first party hereby covenants with the said party of the second part, and with his successor, his heirs and assigns, that it hath lawful authority to sell and convey the premises in manner and form as is above written. And that the same are free from all incumbrances (except as aforesaid), and that it will warrant and defend the lawful possession thereof by the second party and his heirs and assigns forever, subject as aforesaid. And the first party doth hereby further covenant that at the request of the said second party, or of his successor, or his heirs and assigns at any time hereafter, it will from time to time make such further assurances as counsel learned in the law shall believe necessary to assure the title of the grantee and his assigns in the premises hereby conveyed, it being under¬ stood, however, that nothing herein contained shall impair the interests granted to the Peoria and Oquawka, the Toledo and Wabash, Cleveland and Toledo, Cleveland, Painesville and Ashtabula, and Buffalo and State Line Railroad Companies by the contracts aforesaid. And the parties aforesaid hereby declare that the trusts for whose execution this indenture is intended to provide are the following, viz.: 1st. That the said trustee shall permit the first party and their lessees and assigns to remain in possession of the premises and to operate the said railway or railroad, and take the receipts and earnings of the same until default shall be made in the payment of the interest or the principal of the said bonds, or any of the same, or in the payment of the sinking fund as is hereinafter provided. 2nd. That the said trustee shall receive semi-annually, according to the terms of said lease, the sum of seventeen thousand dollars of the annual rental which the Peoria and Oquawka Railroad Company are to pay for the use of said first party’s railroad or railway, and shall invest the same in some safe and productive manner until the same shall be required for the payment of interest or for the sinking fund as is hereinafter provided. 3rd. That said trustee, from the receipts of said rents, shall pay the accruing interest upon all the bonds of this series, and shall be at liberty to retain annually the sum of one hundred dollars in full for his com¬ pensation for managing said trust. 4th. That said trustee shall next appropriate annually from said rent 512 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the sum of three thousand dollars as a sinking fund for redemption of the said four hundred bonds. He shall invest the same in the purchase of an equal amount of the said four hundred bonds. Provided the same can be procured at a price not greater than the par value thereof. When such bonds shall be obtained, the trustee, to prevent their further negoti¬ ability shall endorse thereon the object of their purchase and shall hold the same and receive and dispose of the accruing interest thereon in such manner as in his judgment may best work the redemption and payment of the said four hundred bonds. If such bonds cannot be obtained at a price not exceeding their par value, said trustee shall be at liberty to invest the amount of said sinking fund in the stocks of the states of New York, Ohio, Indiana or Illinois. And the first party doth hereby covenant with the second party and his successors, heirs and assigns in this trust that the said trustee shall receive semi-annually of said rent a sufficient sum to pay the accruing interest on the said four hundred bonds, and a further sum equal to three thousand dollars annually to enable him to provide for said sinking fund and said compensation to said trustee, and that it will supply de¬ ficiencies thereof from its general revenues if the amount thereof should prove insufficient. In case default shall be made in the payment of the principal or the accruing interest on any of the four hundred bonds, or in the due provision for the sinking fund as hereinbefore specified, for a period of ninety days after the same or any of the same shall become due and payable, it shall be lawful for the said trustee, or his authorized agent (the same default continuing), to enter upon and take possession of the premises hereby conveyed, and by him or his agents to use, operate and manage the same in such manner as he shall judge the in¬ terest of said bondholders may require, and in such case the first party doth hereby covenant that they will, on request, peaceably surrender to him or his agent their possession of the premises and of all which is intended to pass by this grant, with all books, papers, contracts and accounts pertaining to the said railroad hereby conveyed. And the said trustee is hereby authorized, on continuance of said default, to receive the revenues of said railway, to expend the same in payment of the repairs and in the operation thereof, and to the expenses and objects of this trust. And (in case of such default continuing for the period of six months, and on the written request of a majority of the bondholders) the said trustee is hereby authorized to sell the premises herein granted, or any part thereof, subject to the said contracts with the said Toledo and \\ abash, Cleveland and Toledo, Cleveland, Painesville and Ashtabula, and the Buffalo and State Line Railroad Companies for the purposes of said trust, such sale shall be made at public vendue at Logansport, in the state of Indiana, without appraisal to the highest bidder, either for cash or for credit not exceeding two years. At such sale the trustee shall have the right to purchase said premises for the benefit of said bondhold¬ ers. I he deed of said trustee shall convey to the purchaser all the right, title and interest of the first party in the railway, together with all property, surveys and writings relating to the same, and likewise so much of the franchises of the said company as are or may be necessary CORPORATE HISTORY. 513 for conveying the right and title to the use and operation of the same. Notices of such sale shall be given at least forty days previous to said sale by publication, in three newspapers of general circulation in the city of New York, and one newspaper in Logansport, and one in Chicago and wherever elsewhere the laws of the state of Indiana may require. The proceeds of such sale 'when made by or. at the instance of the second party shall be appropriated to the purposes of this trust after paying the expenses of the same and the expenditures of maintaining and operating said railway, accounting with the first party for any surplus remaining after the satisfaction of said bonds. It is hereby further witnessed that the said trustee, after exercising good faith and ordinary prudence in the performance of his duties, shall not be answerable either for the neglect or default of any agent by him appointed. In case said trustee shall resign, or from death or from any other cause become incapable of executing his duties as trustee, or shall neglect to perform the duties of said trust, it shall be lawful for the board of directors of the Toledo, Logansport and Burlington Railroad Company to declare that the office, authority and title of such trustee hath ended, and thereupon the said board shall nominate, and with the approval ©f the president of the Peoria and Oquawka Railroad Company, or with the approval of a majority of said bondholders, appoint another trustee in his stead, and thereupon said person so appointed shall become invested with all the title and power of a trustee as fully as if he had been an original party to these presents. It is further witnessed, that the said trustee shall not be required to take any step in the execution of this trust likely to subject him to expense, unless the holders of said bonds, or some of them, shall give sufficient security to indemnify such trustee from any such liability, and the said trustee shall be at liberty to employ counsel learned in the law in all suitable cases, whose reasonable expenses shall be a proper charge in his accounts. The said trustee shall keep the accounts of said trust open to the in¬ spection of the first party or any other persons holding its interests at reasonable times, and shall file with the first party annually a statement of the same. Whenever the sinking fund which shall come to the hands of the trustee shall be sufficient to provide for the payment of said bonds and the pur¬ poses and objects of this trust, the first party shall be entitled to all further accumulations. Provided, however, and these presents are upon the following express condition, that if the first party, either from the resources and means hereby provided, or in any other manner, duly make the several payments of interest on said bonds as the same shall accrue, and shall pay the principal of the same when it shall become due, then the trusts hereby created shall cease, and the estate of the said trustee, without any further act to be done or entry to be made by the first party, shall become void, and the premises hereby conveyed shall revest in and revert to the party of the first part. And it is further witnessed, that the party of the second part accepts 33 514 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the indenture aforesaid, and covenants with the first party that he will execute the trusts therein limited after their true intent and object. In witness whereof, the said Toledo, Logansport and Burlington Rail¬ road Company have caused their corporate seal to be hereunto affixed and the same to be subscribed by their president and secretary, and the said party of the second part has hereunto set his hand and seal the day and year first above written. Toledo, Logansport and Burlington Railroad Company, By D. M. DUNN, President. B. E. STRONG, Secretary. THOMAS WILLIAMS, Jr., Trustee, Sealed and delivered in presence of DANIEL SEIXAS. TOLEDO, LOGANSPORT AND BURLINGTON RAIL¬ WAY COMPANY . 1 • ARTICLES OF ASSOCIATION. Whereas, Isaac Reynolds and one hundred and forty-three other per¬ sons did, on the eighteenth day of February, 1853, subscribe for stock in a contemplated railroad enterprise to the amount of at least fifty thou¬ sand dollars, and did thereupon elect seven directors to manage the affairs of the said proposed company; and did severally subscribe articles of association, in which were set forth the name of the corporation, the amount of the capital stock of the company, the number of shares of which said stock should consist, the number of directors, and their names, to manage the affairs of the company, the name of the place from which and the place to which the proposed road was to be constructed and each county into which or through which it was intended to pass, and its length as near as might be, each subscriber to said articles stating his place of Residence and the number of shares taken by him in said company, and did afterwards, to wit, on the 5th day of May, 1853, file in the office of the secretary of state of the state of Indiana the said articles of association, which said articles (excepting the names of the subscribers thereto, and their places of residence and the number of shares taken by them respectively) were and are in substance as follows, to wit: Articles of Association of the Logansport and Pacific Railroad Company. Be it known, that we, the undersigned, whose respective places of resi¬ dence are set down in the margin for the purpose of organizing a com¬ pany for the construction, owning and maintaining a contemplated rail¬ road hereinafter named, in pursuance of an act of the legislature of the state of Indiana, entitled an act to provide for the incorporation of rail¬ road companies, approved May 11, 1852, do hereby, each for himself, 1 See page 61 . CORPORATE PIISTORY. 515 subscribe for the number of shares in the capital stock of said contem¬ plated railroad company set opposite our respective names, such subscrip¬ tion payable as the board of directors of said company when elected, or their successors, may from time to time, or at any time, order and re¬ quire. And we hereby subscribe and agree to the following articles of association, to wit: Article 1. The name and style of the corporation shall be the Logans- port and Pacific Railroad Company. Art. 2. The capital stock of the company shall be one million of dol¬ lars, to consist of twenty thousand shares of fifty dollars each. Art. 3. The eastern terminus of said road shall be Logansport, in the state of Indiana, hence running through the counties of Cass and White to Monticello; hence through White and Jasper counties, or as many of them as may be necessary, all in the state of Indiana, on the most eligible route and terminating on the west line of the state of Indiana, in the general direction of Middleport, in the state of Illinois. Art. 4. The length of said road is stated, as near as may be, at sixty- two miles. Art. 5. The number of directors to manage the affairs of the said company shall be seven, and we hereby declare the following are the names of the directors elected by us from our own number, to constitute the first board of directors of said company, to wit: William Chase, Isaac Reynolds, Rowland Hughes, David M. Dunn, James Brooks, Ben¬ jamin Reynolds, and Jacob Merkle. In witness whereof, we have hereunto set our names as parties to the above articles and subscribed to the capital stock as aforesaid, this eighteenth day of February, 1853. Signed by 139 persons subscribing $51,600 of capital stock. Which said subscribers did thereupon and hereby become a body politic and corporate, in perpetuity, by the said name and style of the Logans¬ port and Pacific Railroad Company. And whereas, The said “ Logansport and Pacific Railroad Company ” did afterwards, to wit, on the seventh day of May, 1853, by a resolution of its board of directors, duly passed and entered upon its records, change its name from the Logansport and Pacific Railroad Company to, and did hereby agree upon and adopt the name of the “ Logansport and Pacific Railway Company.” And whereas, The said Logansport and Pacific Railway Company did afterwards, to wit, on the twelfth day of September, 1854, by a resolution of its board of directors, duly passed and entered upon its records, change its name from the Logansport and Pacific Railway Company to, and did hereby agree upon and adopt the name of the “ Logansport, Peoria and Burlington Railway Company.” And whereas, The said Logansport, Peoria and Burlington Railway Company did afterwards, to wit, on the eleventh day of June, 1858, by a resolution of its board of directors, duly passed and entered upon its records, change its name from the Logansport, Peoria and Burlington Railway Company to, and did hereby agree upon and adopt the name of the “Toledo, Logansport and Burlington Railroad Company.” 516 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. And whereas, The said Toledo, Logansport and Burlington Radroad Company did afterwards, on the thirteenth day of January, 1859, execute to Andrew V. Stout, of the city of New York, a mortgage or deed of trust of and upon their said railroad, with its appurtenances and then- corporate franchises and property to secure the payment of the bonds of the said company to the amount of eight hundred thousand dollars, dated February 1st, 1859, due February 1st, 1884, payable at the Shoe and Leather Bank in the city of New York, with interest at seven per cent, per annum, payable semi-annually at the same place, subject to certain conditions, limitations and trusts in said deed of trust or mort¬ gage mentioned. And whereas, The said Toledo, Logansport and Burlington Railroad Company did, on the first day of April, 1859, execute another mortgage of their said railroad, with its appurtenances, and their corporate fran¬ chises and property to Thomas Williams, Jr., trustee, in trust to secure the payment of four hundred bonds of the said company, of even date herewith, payable on the first day of April, 1884, at the Marine Bank in the city of New York, each for the sum of five hundred dollars, with interest at the rate of seven per cent, per annum, payable semi-annually at the same place, subject to certain trusts, conditions and limitations in said deed of trust or mortgage mentioned, and especially to the prior lien of the said deed of trust or mortgage to the said Andrew V. Stout, trustee, as aforesaid. And whereas, The said Toledo, Logansport and Burlington Railroad Company having issued and sold their bonds, secured by the said mort¬ gages, did afterwards wholly fail to make payment of the interest stipu¬ lated to be paid in the manner aforesaid in and by both the said series of bonds and the deeds of trust or mortgages aforesaid. And whereas, On the twenty-ninth day of May, 1862, m and before the Circuit Court of the United States for the district of Indiana in a certain cause there pending in chancery, in which Morris K. Jesup and others, holders of a portion of the said series of bonds, of date April first, 1859, and Thomas Williams, Jr., the trustee aforesaid, were com¬ plainants, and the said Toledo, Logansport and Burlington Railway Company was defendant, a decree was made and passed foreclosing the equity of redemption of the said defendant in the property and premises aforesaid and ordering the same to be sold by a commissioner of said court for that purpose appointed. And whereas, On the tenth day of July, 1862, pursuant to the said de¬ cree, the said property and premises, described as follows, to wit: The railroad of the Toledo, Logansport and Burlington Railroad Company extending from the city of Logansport, in the county of Cass and state of Indiana, westward through the counties of Cass, White, Jasper and Newton to the west line of the state of Indiana, together with all the said company’s line of railroad or railway, right of way and all its rights, privileges and franchises appertaining to said railroad or railway, in¬ cluding its surveys, field notes, plans and profiles, roadbed, track, sec¬ tions, stations, station accommodations, its engines, freight and passenger cars, and all its iron, spikes* chairs, which were on hand at the day of CORPORATE HISTORY. 517 sale, and all its property, moveable and immoveable, appurtenant to or used in the running and operating of the railroad, were sold by David G. Rose, the commissioner aforesaid, at which sale we, subscribers to these articles of association, by and through their agent and trustee, John S. Kennedy, became the purchasers of said mortgaged property, premises, franchises and appurtenances, which were on the same day by the said commissioner conveyed to the said John S. Kennedy by deed in fee, in trust for the subscribers to these articles of association. And whereas, The said John S. Kennedy did, on the thirty-first day of July, 1862, by his deed of that date, declare the uses and trusts afore¬ said, and did convey to the undersigned the property, premises, fran¬ chises and appurtenances aforesaid in discharge of his said trust. Now, therefore, we whose names are subscribed to these presents, be¬ ing the purchasers and owners of the said railroad property, franchises and appurtenances, to the end that we and our associates and successors may hold, own and possess the said railroad, property, franchises and appurtenances so purchased, and have and enjoy all the rights, privileges, franchises and immunities of the said Toledo, Logansport and Burling¬ ton Railroad Company, and be a distinct corporation, with all the rights, franchises, powers and privileges owned and held by the said company before said sale, do, according to the form of the statute in such case made and provided, form and constitute ourselves a corporation, under the original charter or articles of association of the said Toledo, Logans¬ port and Burlington Railroad Company, and the laws applicable thereto, and do adopt the following articles of association, to wit: Article I. The name of this corporation shall be the Toledo, Logans¬ port and Burlington Railway Company. Art. II. The capital stock of this corporation shall be one million of dollars, divided into twenty thousand shares of fifty dollars each, one-half of which shall be called “ preferred stock,” and the other half shall be called “ common stock,” which may respectively be bought and paid for as hereinafter provided. The amount of the “ preferred stock ” may be increased from time to time as the exigencies of the company may require. Art. III. There shall be nine directors to manage the affairs of the company, and Morris K. Jesup, John S. Kennedy, Henry G. Stebbins, Edward Weston, A. Morton Ferris, A. G. Trask, H. Theodore Dortic, A. Lockwood, Warren Ferris are hereby appointed such directors, who shall continue such until their successors are duly chosen. Art. IV. The object of this association shall be to own, possess, main¬ tain and use the railroad, property, franchises and appurtenances herein¬ before described and to run and operate the said railroad extending from the city of Logansport, in the county of Cass and state of Indiana, westward through the counties of Cass, White, Jasper and Newton to the west line of the state of Indiana, where said railroad is now located, being a distance of about sixty-one miles. Art. V. The principal of the bonds secured by the mortgage or deed of trust dated January thirteenth, 1859, to Andrew V. Stout, trustee hereinbefore mentioned, and all interest thereon to accrue and to become due on and after the first day of August, 1863, shall remain a prior and 518 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. first lien upon the railroad and property aforesaid, excepting so far as the same is modified by the decree hereinbefore mentioned. And this corporation shall, by a resolution to be entered upon its records, assume the payment of the principal of the said bonds and interest to accrue on the same, as above stated, and in all elections, and in all other matters upon which stockholders are entitled to vote, the holders of the said bonds shall be entitled to vote upon the principal of the same in the same manner and to the same extent as they would be entitled to vote upon an equal amount of stock. Art. VI. The holders of the interest warrants attached to the bonds mentioned in the preceding article up to and including those to become due on the first day bf February, 1863, may surrender the same in the purchase of and payment for the preferred stock above mentioned, for which purpose such interest warrants and interest thereon at the rate of seven per cent, per annum since they became due shall be received at par. The bona fide holders of the bonds secured by the said mortgage or deed of trust to Thomas Williams, Junior, of date April first, 1859, including those upon which the said decree was rendered may sur¬ render the same, with all interest warrants and interest accrued thereon since the same became due at the rate of seven per cent, per annum, in the purchase of and payment for the said preferred stock, for which they shall be allowed at and after the rate of seventy-five cents to the dollar of such principal and interest. The said preferred stock may also be subscribed and paid for in money. The stock provided for in this article shall take precedence in the payment of dividends over the stock in the next article mentioned, which later shall not be entitled to dividends, until dividends at the rate of seven per cent, per annum shall be declared, and with their accumulations of interest, be paid on the preferred stock, which shall be declared semi-annually whether paid or not, and shall draw interest from the time they are declared until they shall be paid. Art. VII. The bona fide holders of the stock of the Toledo, Logans- port and Burlington Railroad Company shall be entitled to surrender and cancel the same and to receive in lieu thereof an equal amount of the common stock provided for in article second. Art. VIII. This corporation shall have the power to keep and carry out the contracts entered into by the said Toledo, Logansport and Bur¬ lington Railroad Company with the Buffalo and State Line Railway Company, the Cleveland, Painesville and Ashtabula Railroad Company, the Cleveland and Toledo Railroad Company, the Toledo and Wabash Railway Company, and the Peoria and Oquawka Railroad Company. We, the persons whose names are hereunto subscribed, with the places of our respective residences, being the purchasers aforesaid, do hereby subscribe for and agree to take and to pay for the number of shares of stock in this association set opposite our names respectively. Witness our hands this twenty-second day of September, one thousand eight hundred and sixty-two. Signed by twenty-six persons, subscribing 6028 shares of preferred stock. Filed in the office of the secretary of state of Indiana, September 25, 1862. CORPORATE HISTORY. 519 CERTIFICATE OF ORGANIZATION. It is hereby certified and made known, that, on the first day of April, 1859, the Toledo, Logansport and Burlington Railroad Company, a cor¬ poration existing in the state of Indiana, under the laws thereof, executed a mortgage or deed of trust of its railroad, property and franchises to Thomas Williams, Jr., trustee, in trust to secure the payment of four hundred bonds of said company of even date therewith, payable on the first day of April, 1884, at the Marine Bank in the city of New York, each for the sum of five hundred dollars, with interest at the rate of seven per cent, per annum, payable semi-annually at the same place, and that default having been made in the payment of the interest upon the bonds secured by said mortgage or deed of trust, a certain suit in chancery was brought in the United States Circuit Court for the district of Indiana, by Morris K. Jesup and others, holders of the said bonds, and Thomas Williams, Jr., the trustee aforesaid, against said corporation for the fore¬ closure of said mortgage and a decree of foreclosure obtained. That pursuant to said decree, on the 10th day of July, 1862, at the court house door in the city of Logansport, Cass county, Indiana, the said railroad, extending from Logansport aforesaid westward, through the counties of Cass, White, Jasper and Newton to the west line of the state of Indiana, with its appurtenances, property and franchises, was sold at public auction by David G. Rose, a commissioner of said court; that at said sale the following named persons, by John S. Kennedy, their trustee, became the purchasers of said railroad, property and franchises, to wit: Morris K. Jesup and John S. Kennedy, composing the firm of M. K. Jesup & Co; A. Morton Ferris and Warren Ferris, composing the firm of A. Morton Ferris & Bro.;Louis De Coppet, Edward Weston and H. Theodore Dortic, composing the firm of De Coppet & Co.; Ed. Du Pasquier and Emil Horandt, composing the firm of Ed. Du Pasquier & Co.; Henry Hopkins and George P. Payson, composing the firm of Hopkins & Co.; Ferdinand Rusch and Adolph Rusch, composing the firm of F. and A. Rusch; Legrand Lockwood, Alfred S. Waite and James M. Hartshorne, composing the firm of Lockwood & Co.; Frederick Mar- quand, Robert Bayard, Charles L. Frost, Henry G. Stebbins, E. B. Hart, Alfred Lockwood, Edmund H. Miller, Benjamin Nathan, A. B. Baylis, A. G. Trask, Edward Blackburn, Roupe Brooking, C. Beckwith, R. T. Merrick, Gilead A. Smith, Theodore T. Wood, and the Rogers Locomo¬ tive and Machine Works, an incorporated company, existing in the state of New Jersey under the laws thereof, to whom the said John S. Ken¬ nedy has conveyed the said railroad, property and franchises, in discharge of his said trust; that the said purchasers did, on the twenty-second day of September, 1862, form and constitute themselves a corporation by the name of the Toledo, Logansport and Burlington Railway Company, with a capital stock of one million of dollars, divided into twenty thou¬ sand shares of fifty dollars each; that the persons above named are the holders of said stock; that Morris K. Jesup, John S. Kennedy, Henry G. Stebbins, Edward Weston, Warren Ferris, A. Morton Ferris, A. G. Trask, H. Theodore Dortic and A. Lockwood are the directors of said company, and that John S. Kennedy is president, J. V. H. Lott is sec¬ retary, and J. V. H. Lott is treasurer thereof. 520 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. In witness whereof, this certificate is signed by the president, and countersigned by the secretary of said company, and the corporate seal thereto affixed this second day of October, 1862. JOHN S. KENNEDY, President. J. V. H. LOTT, Secretary. Recorded in Miscellaneous Records, Newton county, Indiana, Record A, page 99, Oct. 7, 1862; Cass county, Oct. 6, 1862, vol. 1, page 340. CERTIFICATE OF REORGANIZATION. Of the Toledo, Logansport and Burlington Railroad Company as the Toledo, Logansport and Burlington Railway Company. Be it known that we, whose names are hereunto subscribed, did, at a sale made by David G. Rose, a commissioner of the Circuit Court of the United States for the district of Indiana, on the tenth day of July, 1862, pursuant to a decree of said court in a certain cause there pending, wherein Morris K. Jesup and others were complainants and the Toledo, Logansport and Burlington Railroad Company was defendant, at the court house door in the city of Logansport, in the county of Cass and state of Indiana, become the purchasers of the following described property, appurtenances and franchises, to wit: “The railroad of the Toledo, Logansport and Burlington Railroad Company, extending from the city of Logansport, in the county of Cass and state of Indiana, west¬ ward through the counties of Cass, White, Jasper and Newton to the west line of the state of Indiana; together with all the said company’s line of railroad or railway, right of way, and all its rights, privileges and franchises appertaining to said railroad or railway, including its surveys, field notes, plans and profiles, roadbed, track, sections, station accom¬ modations, its engines, freight and passenger cars, and all its iron, spikes, chairs, which were on hand at the day of the sale, and all its property, moveable and immoveable, appurtenant to or used in the run¬ ning and operating of the said railroad,” which sale was made under and pursuant to a decree of foreclosure of a mortgage made by said Toledo, Logansport and Burlington Railroad Company to Thomas Williams, Jr., trustee, in trust to secure the payment of four hundred bonds of the said company of five hundred dollars each, dated the first day of April, 1859, payable with seven per cent, per annum interest, payable semi¬ annually, at the Marine Bank in the city of New York, and the prin¬ cipal payable at the same place on the first day of April, 1884, and that we, as such purchasers, have this day adopted and signed articles of association constituting ourselves a corporation by the name of the Toledo, Logansport and Burlington Railway Company; that we have appointed nine directors of said corporation, whose names are as fol¬ lows, to wit: Morris K. Jesup, John S. Kennedy, Henry G. Stebbins, Edward Weston, A. Morton Ferris, Warren Ferris, A. G. Trask, H. Theo. Dortic, A. Lockwood, who are to continue in office as such directors until their successors are duly chosen, not exceeding one year, and that the capital stock of said company is fixed at one million dollars, divided into twenty thousand shares of fifty dollars each. CORPORATE HISTORY. 5 2t In witness whereof, we have subscribed these presents this twenty- second day of September, one thousand eight hundred and sixty-two. Signed by twenty-five persons. Filed in office of secretary of state of Indiana, September 26, 1862. DEED. David G. Rose, Commissioner, to John S. Kennedy, Trustee. Dated July 10, 1862. Conveying property, franchises, etc., of the Toledo, Logansport and Burlington Railroad Company. Whereas, On or about the sixteenth day of October, in the year eighteen hundred and sixty-one, Morris K. Jesup, John Kennedy, A. Morton Ferris, Warren Ferris, Louis De Coppet, Edward Weston, Henry Theodore Dortic, and others, filed in the Circuit Court of the United States for the district of Indiana, their bill in chancery against the Toledo, Logansport and Burlington Railroad Company, a corpora¬ tion formed and organized under the laws of the state of Indiana, in which said bill it was alleged, among other things, that on or about the first day of April, in the year eighteen hundred and fifty-nine, the said Toledo, Logansport and Burlington Railroad Company executed a cer¬ tain deed of trust or mortgage to Thomas Williams, Jr., of the city and state of New York, as trustee, upon certain trusts in said indenture limited, in which said indenture it was, among other things, recited that, whereas, the said Toledo, Logansport and Burlington Railroad Company, the party of the first part to the. said indenture, possessed power, by the laws of the state of Indiana, to construct and maintain a railway or railroad in said state, from the city of Logansport, on the Wabash river, to the east line of the state of Illinois; and whereas, said first party had theretofore issued nine hundred and fifty bonds, all of the same date, to wit, February first, one thousand eight hundred and fifty- nine, six hundred and fifty of which bonds were each for the payment of one thousand dollars, and three hundred were for the payment of five hundred dollars each, the payment of which bonds was secured by a mortgage or deed of trust on said first party’s railroad or railway, from the city of Logansport, in the state of Indiana, to the west line of said state, bearing date the first day of February, one thousand eight hundred and fifty-nine, to Andrew V. Stout, of the city of New York, as trustee, for the purpose of supplying means for the completion of said railroad or railway, and said first party was about to issue four hundred more bonds, all of the same tenor and date, bearing date the first day of April, one thousand eight hundred and fifty-nine, numbered from one to four hundred, both inclusive, each for the payment of five hundred dollars, at the banking house of the Marine Bank in the city of New York, on the first day of April, one thousand eight hundred and eighty- four, but subject nevertheless to the said nine hundred and fifty bonds first above mentioned, and the said deed of trust or mortgage to the said Andrew V. Stout as above mentioned, with interest at the rate of seven 522 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. per centum per annum, payable half-yearly on the several first days of April and October of each and every year. To the end, therefore, of securing the payment of the respective sums of interest and principal contained in said four hundred bonds, said first party did hereby grant, bargain and sell to the said Thomas Williams, Jr., all and singular its railroad or railway and its line of railroad or railway, lying between said city of Logansport and the east line of the state of Illinois, together with all said first party’s right of way, and all its other rights, privileges and franchises, in, upon or pertaining to said railway or railroad, in¬ cluding its surveys, field notes, plans and profiles, its roadbed, made or to be made, its tracks, its sections, stations and station accommodations, its engines, freight and passenger cars, all iron, spikes, chairs, ties and other materials now on hand or which might thereafter be acquired for the construction of the track of said road, and likewise the benefit of all contracts which the first party had made or might make touching the construction and operating the same, especially the benefit of all con¬ tracts which were or might be made with the Peoria and Oquawka Rail¬ road Company for the use of said railroad, so far as the right to receive the portion of moneys which might be due for such use, as thereinafter mentioned, and also subject to the contracts entered into between the party of the first part and the Toledo and Wabash, Cleveland and Toledo, Cleveland, Painesville and Ashtabula, and the Buffalo and State Line Railroad Companies, bearing date the 28th day of December, 1858, in¬ tending thereby to convey to said second party all and eye**y right and interest which the first party then had, or might thereafter acquire, in the above described railway or railroad, being a distance of about sixty- one miles, and lying between the city of Logansport, in the state of Indiana, and the east line of the state of Illinois; to have and to hold the same to him, the said Thomas Williams, Junior, and his successors in said trust, in fee simple forever, subject to and upon the trusts there¬ inafter limited and defined, and excepting also the rights of the Peoria and Oquawka Railroad Company to the use of the said railroad by reason of their contract or lease aforesaid; and providing further, that in case default should be made in the payment of the principal or the accruing interest on any of the four hundred bonds for a period of ninety days after the same, or any of the same, should become due and payable, it should be lawful for the said trustee, or his authorized agent (the same default continuing), to enter upon and take possession of the premises thereby conveyed, and by him or his agent to use, operate and manage the same in such manner as he should judge the interest of said bondholders might require, and that said trustee was authorized, on the continuance of such default for the period of six months, on the written request of a majority of the bondholders, to sell said premises thereby granted or any part thereof, subject to the said contracts with the said Toledo and Wabash, Cleveland and Toledo, Cleveland, Painesville and Ashtabula, and Buffalo and State Line Railroad Companies for the pur¬ poses of said trust, such sale to be made at public vendue at Logansport, in the state of Indiana, without appraisal, to the highest bidder, either for cash, or for credit not exceeding two years. CORPORATE HISTORY. 523 And whereas, in the said bill it was further alleged, that on or about the first day of April, 1859, the said Toledo, Logansport and Burlington Railroad Company issued their bonds under their corporate seal, signed by their president and countersigned by their secretary, of the number and amount, and drawing interest, and payable in all respects as set forth in said deed of trust or mortgage, and offered the said bonds for sale in the market, the same being payable to bearer and transferable on delivery, and that the said Morris K. Jesup and John S. Kennedy became the purchasers, and were then the holders and owners of fifty-five of said bonds, and that the said 'A. Morton Ferris and Warren Ferris be¬ came the purchasers and were then the holders and owners of six of said bonds, and that the said Louis De Coppet, Edward Weston and Henry Theodore Dortic became the purchasers and were then the hold¬ ers and owners of forty of said bonds, and that the said complainants brought their bill as well on behalf of themselves as of all bona fide holders of any of said series of bonds, if the}' would come in and make themselves parties thereto, and contribute to the expenses thereof, with the right of such holders to participate equally with said complainants, in proportion to the amount or number of the bonds held by them respectively in the proceeds of the sale of said property, and in all other benefits to be derived from or obtained under said bill. And it was charged in the said bill, that the said Toledo, Logansport and Burlington Railroad Company had wholly made default in the payment of the in¬ terest which had become due upon said bonds, according to the tenor and effect thereof, and that no part of the principal or interest thereof had been paid, and that the said corporation had otherwise failed to com¬ ply with the conditions of said indenture. And the said complainants, in and by their said bill, prayed that an account might be taken of the amounts due to said complainants respectively and unpaid, upon the several bonds held by the said complainants, whether for principal or interest, and that the said defendant be decreed forthwith to pay the same to the said complainants; that for the default of the said defend¬ ants in paying the moneys which had become due said complainants, and in the performance of the other conditions in said indenture con¬ tained, the equity of redemption of the said defendant in the said mort¬ gaged premises be foreclosed, and that the said defendant be perpetually enjoined and precluded from having or asserting any further right or interest in and to the said mortgaged premises. And that the said Toledo, Logansport and Burlington Railroad, with all its fixtures, ap¬ purtenances, property and franchises, as mentioned in said indenture of mortgage, be ordered and decreed to be sold, without valuation or appraisement, subject to the rights of the said Peoria and Oquawka Railroad Company, Toledo and Wabash Railway Company, Cleveland and Toledo Railroad Company, Cleveland, Painesville and Ashtabula Railroad Company, and Buffalo and State Line Railroad Company, if any they had in said premises and property, and that out of the proceeds arising from said sale, said complainants be paid the amount of the interest due and the principal of the bonds held by them respectively. And whereas, afterwards, to wit, at the May term, 1862, of the said court, 524 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the said complainants amended their said bill by making the said Thomas Williams, Jr., trustee as aforesaid, a complainant thereto. And the said defendants filed their answer and cross bill, as well against the said com¬ plainants as against Frederick Marquand, Robert Bayard, Charles L. Frost, Edward Du Pasquier, H. G. Stebbins, E. B. Ffart, Alfred Lock- wood, Ffenry Hopkins, George Payson, Edward H. Miller, F. & A. Rusch, Benjamin Nathan, Legrand Lockwood, Alfred S. Waite, A. B. Baylis, and Asa G. Trask, alleging certain rights and equities, and praying cer¬ tain relief in the premises, to which the several defendants therein ap¬ peared and filed their answers. And whereas, upon the hearing of the said cause in and before the court aforesaid, at the term aforesaid, it was by said court, among other things, ordered, adjudged and decreed that there were then due and owing from the said Toledo, Logansport and Burlington Railroad Company to the said complainants, Morris K. Jesup and John S. Kennedy, for interest upon fifty-five of the bonds of the said Toledo, Logansport and Burlington Railroad Company, secured by the mortgage in said bill mentioned, which bonds were numbered from number seventy-five to number eighty-nine, both inclusive, and from number two hundred and two to number two hundred and forty- one, both inclusive, and were then held by the said Morris K. Jesup and John S. Kennedy, the sum of four thousand four hundred and eight dollars, which, together with the principal of said bonds so held by them,, amounted to the sum of thirty-one thousand nine hundred and eight dollars, to which sum, with interest from that date, the said Morris K. Jesup and John S. Kennedy were entitled in full or pro rata, as the case might be, out of the proceeds of the sale of the said mortgaged premises. And it was further ordered, adjudged and decreed that there was then due and owing from the said Toledo, Logansport and Burlington Railroad Company to the said complainants, A. Morton Ferris and Warren Fer¬ ris, for interest upon six of the bonds of the said Toledo, Logansport and Burlington Railroad Company, secured by the mortgage in the said bill mentioned, which bonds were numbered from number two hundred and forty-two to number two hundred and forty-seven, both inclusive, and were then held by the said A. Morton Ferris and Warren Ferris, the sum of four hundred and forty-six dollars and eighty cents, which, together with the principal of said bonds so held by them, amounted to the sum of three thousand four hundred and forty-six dollars and eighty cents, to which sum, with interest from that date, the said A. Morton Ferris and Warren Ferris were entitled in full or pro rata, as the case might be, out of the proceeds of the sale of the mortgaged premises. And it was further ordered, adjudged and decreed that there were then due and owing from the said Toledo, Logansport and Burr lington Railroad Company to the said complainants, Louis De Coppet, Edward Weston and Henry Theodore Dortic, for interest upon forty of the bonds of the said Toledo, Logansport and Burlington Railroad Company secured by the said mortgage in the bill mentioned, which bonds were numbered from number two hundred and forty-eight to two hundred and eighty-seven, both inclusive, which were held by them, the sum of two thousand nine hundred and eighty-six dollars and thirty- CORPORATE HISTORY. 5 2 5 eight cents, which, together with the principal of the said bonds so held by them, amounted to the sum of twenty-two thousand nine hundred and eighty-six dollars and thirty-eight cents, to which sum, with interest from that date, the said Louis De Coppet, Edward Weston and Henry Theodore Dortic were entitled in full or pro rata, as the case might be, out of the proceeds of the sale of the said mortgaged premises. And it was further ordered, adjudged and decreed that the said defendant, the Toledo, Logansport and Burlington Railroad Company, do forthwith pay to the said complainants the amounts severally adjudged to be due to them for interest as aforesaid. And it was further ordered, adjudged and decreed that for the default of the said defendant, the Toledo, Lo¬ gansport and Burlington Railroad Company, in the payment of the in¬ terest aforesaid, the equity of redemption of the said defendant in the said mortgaged premises be foreclosed, and that the said mortgaged premises, to wit, the railroad of the said defendant, the Toledo, Logans¬ port and Burlington Railroad Company, extending from the city of Logansport, in the county of Cass, in the state and district of Indiana, westward through the counties of Cass, White, Jasper and Newton, to the west line of the state of Indiana, together with all the said com¬ pany’s line of railroad or railway, right of way, and all its rights, privileges and franchises appertaining to said railroad or railway, including its surveys, field notes, plans and profiles, roadbed, track, sections, stations, station accommodations, its engines, freight and pas¬ senger cars, and all its iron, spikes, chairs, which now are or shall be on hand at the day of sale, and all its property, moveable and immoveable, appurtenant to or used in the running and operating of the said railroad, be sold at public auction to the highest bidder for cash, without any benefit or relief from valuation or appraisement laws; that said sale be made at the door of the court house in the city of Logansport; that previous to such sale the commissioner appointed to make the same, give notice of the time, place and terms of said sale, by advertising the same at least three weeks in a weekly newspaper printed and published in the city of Logansport. And it was ordered, adjudged and decreed that David G. Rose be appointed a commissioner to make said sale. And it was further ordered, adjudged and decreed that the sale of the said mortgaged premises and property, and everything in said decree contained or provided for, should be subject to certain rights and equi¬ ties which were thereby expressly reserved, and in said decree par¬ ticularly mentioned and set forth, among which was this, to wit, that said sale should be made subject to the rights of the holders of the bonds of the said Toledo, Logansport and Burlington Railroad Company, secured by the mortgage or deed of trust first in the mortgage made an exhibit to the complainant’s bill mentioned, dated the thirteenth day of January, 1859, to secure the payment of nine hundred and fifty bonds, dated the first day of February, in the year last aforesaid, amounting in the aggregate to the sum of eight hundred thousand dollars, exclusive of interest, except so far as the rights of the said bondholders were changed or modified by the terms of the agreement set forth in the defendant’s cross bill as exhibit “ H ”; and it was further, among other 526 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. things, ordered, adjudged and decreed that said sale should be made subject to the rights of the Buffalo and State Line Railroad Company, the Cleveland, Painesville and Ashtabula Railroad Company, the Cleveland and Toledo Railroad Company, the Toledo and Wabash Railway Com¬ pany, and the Peoria and Oquawka Railroad Company, under the pro¬ visions of their contracts with the said Toledo, Logansport and Burling¬ ton Railroad Company mentioned in the several mortgages. And whereas, I, David G. Rose, the commissioner aforesaid, did, in. pursuance of and in compliance with said decree, cause to be published, in the Logansport Journal, a weekly newspaper, printed and published in the said city of Logansport, an advertisement, giving notice that I would, as such commissioner, on the tenth day of July, eighteen hundred and sixty-two, between ten o’clock A. M. and four o’clock P. M., at the door of the court house in the city of Logansport, Cass county, Indiana, offer for sale at auction to the highest bidder for cash, without valuation or appraisement, the rents and profits for seven years, of the premises and property aforesaid, and that if the same should fail to sell for a suffi¬ cient sum, I would at the same time and place, and in like manner, offer for sale the fee simple, that is to say, all the right, title, interest and claim of the said Toledo, Logansport and Burlington Railroad Company in and to the property and premises aforesaid; that said sale would be made under and pursuant to a decree of the United States Circuit Court for the district of Indiana, rendered on the twenty-ninth day of May, 1862, in favor of Morris K. Jesup and others against the said Toledo, Logansport and Burlington Railroad Company for the foreclosure of a mortgage, executed by the said company to Thomas Williams, Jr., in trust, to secure the payment of the bonds of said company, to the amount of two hundred thousand dollars, dated the first day of April, 1859, pay¬ able on the first day of April, 1884, with interest at seven per cent, per annum, payable semi-annually in the city of New York, and also that said sale would be made subject to the rights and equities of the holders of the bonds of said company, secured by a mortgage or deed of trust to> Andrew V. Stout, trustee in trust, to secure the payment of bonds of said company, to the amount of eight hundred thousand dollars, dated the first day of February, 1859, and payable on the first day of February, 1884, with interest at seven per cent, per annum, payable semi-annually in the city of New York (which mortgage was recorded in the recorder’s, office of said county of Cass), excepting so far as the rights of said bondholders were modified by the said decree of foreclosure, whereby they were subject to the claims of certain creditors of said company, in said decree mentioned, as by reference to said decree would appear, and subject also to the rights and equities of the Buffalo and State Line Rail¬ road Company, the Cleveland, Painesville and Ashtabula Railroad Com- pany, the Cleveland and Toledo Railroad Company, and the Toledo and W abash Railroad Company, and the Peoria and Oquawka Railroad Company, under the provisions of certain contracts between them and said Toledo, Logansport and Burlington Railroad Company in said moitgage mentioned, to which reference was made for greater certainty. CORPORATE HISTORY. 527 which advertisement was printed and published in said newspaper for three weeks successively previous to the day therein mentioned, for the sale of the said mortgaged property and premises, and afterwards, to wit, on the tenth day of July, 1862, between the hours aforesaid, at the door of the court house in the city of Logansport aforesaid, I, David G. Rose, the commissioner aforesaid, did, pursuant to said decree and ad¬ vertisement, offer for sale, at public auction to the highest bidder for cash, the rents and profits for seven years, of the mortgaged property and premises aforesaid without receiving any bid therefor, whereupon I did then and there, thereafter and between the same hours, in like manner offer for sale the fee simple, that is to say, all the right, title, interest and claim of the said Toledo, Logansport and Burlington Rail¬ road Company in and to the property and premises aforesaid, upon the conditions and subject to the rights and equities in the said decree and advertisement mentioned, at which offer and exposure to sale, John S. Kennedy, as trustee in trust, as set forth in the agreement, dated April 9th, 1862, made an exhibit to said cross bill, as exhibit H, bid the sum of five hundred dollars, and no persjon bidding any more, and the said John S. Kennedy, trustee in trust as aforesaid, being the highest bidder, the said mortgaged property and premises were then and there by me, as such commissioner, openly struck off and sold at public auction and outcry, at and for the price and sum aforesaid to the said John S. Ken¬ nedy, trustee, for the uses and purposes and in manner aforesaid. Now, therefore, I , the said David G. Rose, the commissioner afore¬ said, in consideration of the premises aforesaid, and of the said sum of five hundred dollars to me in hand paid, the receipt of which is hereby acknowledged, have, and by these presents do sell, assign, transfer and convey unto the said John S. Kennedy, trustee, his heirs and assigns, for the uses and purposes, and in trust, as aforesaid, the said mortgaged property and premises, and all the right, title, claim, interest, franchises and appurtenances thereunto belonging, of the said Toledo, Logansport and Burlington Railroad Company, to have and to hold the same to the said John S. Kennedy, trustee, for the uses and purposes, and subject to the rights and equities aforesaid. In witness whereof, I, the said David G. Rose, as such commissioner, have hereunto set my hand and seal this tenth day of July, in the year of our Lord one thousand eight hundred and sixty-two. DAVID G. ROSE, Commissioner, [seal] Acknowledged before Charles B. Lasselle, notary public, Cass county, Indiana, July 10, 1862. Recorded in Deed Records following counties in Indiana: Newton, April 9, 1863, vol. 2, page 353; Cass, Aug. 7, 1862, vol. V, page 31; White, Sept. 13, 1862, vol. 14, page 328; Jasper, Oct. 25, 1862, vol. 13, page 139. 528 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. DEED. John S. Kennedy, Trustee, to Frederick Marquand, Robert Bayard, Morris K. Jesup and Others. Dated July 31, 1862. % Conveying the railroad, properties, franchises, etc., of the Toledo, Logans- porl and Burlington Railroad Company. This indenture, made this 31st day of July, in the year of our Lord one thousand eight hundred and sixty-two, between John S. Kennedy, party of the first part, and Frederick Marquand, Robert Bayard, Morris K. Jesup and John S. Kennedy, composing the firm of M. K. Jesup & Co.; A. Morton Ferris and Warren Ferris, composing the firm of A. M. Ferris & Bro.; Charles L. Frost, Louis De Coppet, Edward Weston and H. Theodore Dortic, composing the firm of De Coppet & Co.; Ed. Du Pasquier and Emil Horandt, composing the firm of Ed. Du Pasquier & Co.; Henry G. Stebbins, E. B. Hart, Alfred Lockwood, Henry Hop¬ kins and George P. Payson, composing the. firm of Hopkins & Co.: Edmund H. Miller, Ferdinand Rusch and Adolph Rusch, composing the firm of F. and A. Rusch; Benjamin Nathan, Le Grand Lockwood, Al¬ bert S. Waite, and Janies M. Hartshorne, composing the firm of Lock- wood & Co.; A. B. Baylis, A. G. Trask, Edward Blackburn, Roupe Brook¬ ing, C. Beckwith, R. T. Merrick, Gilead A. Smith, Theodore T. Wood, and the Rogers Locomotive and Machine Works, a company duly in¬ corporated by the laws of state of New Jersey, parties of the second part, witnesseth: That whereas, The said party of the first part did, at a public sale, made by David G. Rose, a commissioner under and pursuant to a decree in chancery of the United States Circuit Court for the district of Indiana, in a certain cause there pending, wherein Morris K. Jesup and others were complainants, and the Toledo, Logansport and Burlington Railroad Company was defendant, at the court house door in the city of Logans¬ port, in the county of Cass, in the state of Indiana, on the tenth day of July, in the year aforesaid, purchase the railroad or railway of the said Toledo, Logansport and Burlington Railroad Company, including its line of railroad or railway, lying between the city of Logansport afore¬ said and the west line of the state of Indiana, being a distance of about sixty-one miles, extending into or through the counties of Cass, White, Jasper and Newton, in the state of Indiana; together with all the right of way of the said Toledo, Logansport and Burlington Railroad Com¬ pany, and all its other rights, privileges, appurtenances and franchises in and upon or pertaining to said railroad or railway, its surveys, field notes, plans, profiles, its roadbed, its tracks, its stations, station accommo¬ dations, sections, its engines, freight and passenger cars, all iron, spikes, chairs, ties and other materials used in the construction and operation of the said railroad or railway. And whereas, Ihe said railroad, property, franchises and appurtenances were on the day and year aforesaid, by the said David G. Rose, as such commissioner, conveyed to the said party of the first part, by deed in fee. CORPORATE HISTORY. 529 upon certain trusts in the said deed mentioned, to which reference is here made for greater certainty. Now, therefore, the said party of the first part doth, by these presents, declare and make known, that the said purchase was made for the use of and in trust for the said parties of the second part, and all others who shall become stockholders in the corporation to be formed and organized for the purpose of holding, owning, possessing, maintaining, using and operating the said railroad or railway, including the said party of the first part. And the said party of the first part, in consideration of the premises, and of the sum of one dollar to him in hand paid, the receipt of which is hereby acknowledged, doth hereby sell, assign, transfer and convey to the said parties of the second part, all the property, franchises and appurtenances by him so purchased as aforesaid, that is to say, the right by him so acquired therein, but no more or greater right. To have and to hold the same to them, the said parties of the second part, their heirs, assigns, successors and associates, including the said party of the first part, for the uses and purposes aforesaid forever. In witness whereof, the said party of the first part hath hereunto set his hand and seal the day and year first above written. Duly acknowledged before J. P. Gerard Foster, notary public, New York City, August 1, 1862. JOHN S. KENNEDY, [seal] Recorded, Cass county, Ind., August 7, 1862, Deed Record V, page 40. COLUMBUS AND INDIANA CENTRAL RAILWAY COMPANY . 1 ARTICLES OF CONSOLIDATION. Between the Columbus and Indianapolis Central Railway Com¬ pany, the Union and Logansport Railroad Company, and the Toledo, Logansport and Burlington Railway Company, under the Name of the Columbus and Indiana Central Railway Company. Articles of consolidation, made and entered into this twenty-eighth day of June, in the year of our Lord one thousand eight hundred and sixty-seven, between the Columbus and Indianapolis Central Railway Company, a corporation existing under the laws of the state of Ohio, the Union and Logansport Railroad Company, a corporation existing under the laws of the state of Indiana, and the Toledo, Logansport and Burlington Railway Company, a corporation existing under the laws of the state of Indiana. Whereas, The railroads respectively owned by the said companies above named constitute a continuous line of railway for the passage of cars, from the city of Columbus, in the state of Ohio, to the boundary 34 1 See page 62 . 530 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. line of the states of Indiana and Illinois, being the western terminus of the said Toledo, Logansport and Burlington Railway, and the directors of the said several companies, upon mature consideration, have determined that the interests of the respective stockholders of said companies, and the public interests and convenience, will be greatly promoted by the union of their said several roads into one road, and by the consolidation of the respective stocks of said companies into one common consolidated stock. And whereas, The said several companies are authorized by acts of the legislatures of the said several states to effect such union of their respective roads, and to form by consolidation of their corporate rights and franchises one company, and have agreed so to do upon the terms and conditions hereinafter mentioned and contained. Now, therefore, this agreement, made by and between the several cor¬ porations above named, parties hereto, under and by virtue of the au¬ thority conferred upon them by the laws of the said several states, wit¬ nessed, That the said Columbus and Indianapolis Central Railway Company, the Union and Logansport Railroad Company, and the Toledo, Logansport and Burlington Railway Company do agree, and each for itself, doth severally agree, that the said several companies shall be con¬ solidated into and form one corporation, under the name and style of the Columbus and Indiana Central Railway Company. And in pursuance of the said acts of the legislatures of the said sev¬ eral states, the said parties hereto do hereby prescribe the following terms and conditions of the said consolidation, and do respectively agree thereto and to the mode of carrying the same into effect as herein pro¬ vided for: Article ist. The directors of the said Columbus and Indiana Central Railway Company shall be eleven in number, three of whom shall reside in the state of New York, two in the state of Pennsylvania, four in the state of Ohio, and two in the state of Indiana. Art. 2nd. The first election for the directors of the said Columbus and Indiana Central Railway Company shall be held at the office of the said Columbus and Indianapolis Central Railway Company, in the city of Columbus, state of Ohio, on the eleventh day of September next, between the hours of ten o'clock A. M. and three o’clock P. M. The following persons, to wit, James Alexander, Levi Reynolds and Charles S. Tibbits, all stockholders in some one or more of the said companies, are hereby appointed inspectors or judges of said election to perform the usual duties required by law in such cases. The inspector or inspectors attending at the time and place fixed for the election shall have power to fill any vacancy occasioned by the non- attendance of any one or more of their number. Any person so ap¬ pointed to fill a vacancy must be a stockholder in some one of the com¬ panies parties thereto. Should neither of the inspectors attend at the time and place appointed for the election, the stockholders present at the time fixed for opening the polls shall have power, by the vote of a majority in number of those present, to choose three persons, being stockholders in one or more CORPORATE HISTORY. 531 of the said companies, who, or any two of whom, shall have power to act as the judges of the said election. All stockholders in the several companies entitled to vote at any elec¬ tion of directors in the several companies, parties to this agreement, shall have the right to vote at the said election in person or by proxy, and shall be severally entitled to one vote for each share of stock held by such stockholder in either of said companies. The eleven persons being stockholders in some one or more of the said companies, parties hereto, receiving the highest number of votes at the said- election shall be the first directors of the Columbus and Indiana Central Railway Company, and shall hold their office for one year and until their successors are chosen according to law. Art. 3d. Said directors shall, at the first meeting after their election, elect a president from their own number, and shall also then, or as soon as conveniently may be thereafter, elect or appoint a secretary and treasurer of said company, and such other officers, engineers, superin¬ tendents, clerks, agents, assistants and other employees as they shall from time to time find necessary for the proper transaction of the business of said company. Art. 4th. After the consolidation herein provided for is perfected, and after said first election, stockholders in said consolidated company, only by surrender and exchange of their certificates in their several companies or otherwise, shall be entitled to vote at any meeting oi the stockholders of said consolidated company. Art. 5th. The capital stock of the said Columbus and Indiana Central Railway Company shall be nine millions of dollars, to be divided into one hundred and eighty thousand shares of fifty dollars each, and the directors of said new corporation may increase the capital stock thereof when necessary, upon the approval of a majority in amount of the stock¬ holders of said consolidated company. Art. 6th. It being agreed that the estate, property and franchises of the said several companies, parties thereto, which, in pursuance of the laws of said states, will rest in said new corporation, are relatively of unequal value, the parties hereto with a view to make compensation for such differences to the stockholders of the said companies respectively, do fix upon the following amounts to be allowed therefor, by the issue of certificates or scrip or bonds as hereinafter mentioned, to wit: First. The stockholders of the said Union and Logansport Railroad Company shall each be entitled to one hundred dollars of the stock of said Columbus and Indiana Central Railway Company for each one hundred dollars of stock held by them in the said Union and Logansport Railroad Company. Second. The preferred stockholders of the said Toledo, Logansport and Burlington Railway Company shall each be entitled to one hundred and thirty-five dollars of the stock of the said Columbus and Indiana Central Railway Company for each one hundred dollars of preferred stock held by them in said Toledo, Logansport and Burlington Railway Company, the extra thirty-five dollars on each one hundred dollars of the said preferred stock held by the stockholders of the Toledo, Logans- 532 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. port and Burlington Railway Company being in lieu of interest, dividends and profits due on said preferred stock and for other causes. The holders of the stock not preferred of the said Toledo, Logansport and Burlington Railway Company shall each be entitled to fifty dollars of the stock of the said Columbus and Indiana Central Railway Com¬ pany, for each one hundred dollars of' the said non-preferred stock, held by them in the said Toledo, Logansport and Burlington Railway Com¬ pany. Third. The stockholders of the said Columbus and Indianapolis Central Railway Company shall each be entitled to one hundred dollars of the stock of the said Columbus and Indiana Central Railway Company, for each one hundred dollars of stock held by them in the said Columbus and Indianapolis Central Railway Company, and in addition thereto shall be entitled to an increase of fifty per cent, on the amount of the stock respectively held by them in the said Columbus and Indianapolis Cen¬ tral Railway Company, which fifty per cent, shall, at their option respec¬ tively, be either in the form of income bonds of the said consolidated company as hereinafter mentioned, or in the form of stock of the said consolidated company, according as the said stockholders of the said Columbus and Indianapolis Central Railway Company shall each re¬ spectively elect at the time of the surrender of their respective certificates of stock of said last mentioned company, for exchange into the stock of the said consolidated company. The income bonds above mentioned shall be issued of the denomina¬ tions of five hundred dollars and one thousand dollars, containing an express waiver of all individual liability of the stockholders of said con¬ solidated company, for the payment of the interest and principal of said bonds, and shall become due and payable at the end of ten years from the first day of September, A. D. 1867, absolutely; the option to remain to and inhere in the said Columbus and Indiana Central Railway Com¬ pany, to pay them or any of them at any time after the expiration of three years from the date of said bonds. Said bonds shall have interest warrants or coupons attached, and shall bear interest at the rate of seven per cent, per annum, payable semi¬ annually, on the first days of March and September in the city of New York, and said bonds shall be convertible, at the option of the holder, into the capital stock of the said consolidated company, at and on the said first days of March and September above mentioned, and at no other time or times until the expiration of three years from the date of said bonds, at which time the right of conversion shall cease to the bondholder. During the entire term of said bonds, and until they shall become pay¬ able, they shall be entitled to vote in any stockholders’ meeting of said consolidated company, for election of directors or otherwise, in the proportion of one vote for every fifty dollars of said income bonds issued as aforesaid, when said bonds are registered in the name of the owner for ten days before such meeting or election. Any stockholder entitled to receive and electing to take income bonds as aforesaid, having a fraction of said increase of said fifty per cent, less than five hundred dollars, shall be entitled to income bond scrip, con- CORPORATE HISTORY. 533 vertible into income bonds, when presented in amounts sufficient to make a bond of either of the denominations hereinbefore named, but until so presented, said bond scrip shall bear no interest, nor be entitled to any of the rights and privileges of an income bond as hereinbefore mentioned, but said income bond scrip may be converted into stock of the said consolidated company at any time when presented, in amounts of fifty dollars or multiples of fifty dollars, within three years from the date of the organization of said consolidated company. Art. 7th. In all cases in which subscription or agreements with either of said companies, parties hereto for the stock of either of said com¬ panies, have been heretofore made by any person or persons, or bodies politic or corporate, and said subscription or contracts for stock yet remain unpaid or unperformed, either in whole or in part, the stock of said consolidated company may, upon payment of said subscription or performance of said contracts, be issued to the said subscribers in the same manner as the said several companies parties hereto would have been bound to issue their stock respectively had not this consolidation taken effect, and subject to the valuations hereinbefore specified. Art. 8th. Where fractional shares shall be found due to stockholders for premiums hereby agreed to be allowed, or for interest or otherwise when converting their present stock into the stock of the consolidated company, scrip stock shall be issued for such fractions, entitling the holder to a full share of stock on payment of the difference in money or on presentation of fifty dollars of such scrip stock. Art. 9th. The said new corporation shall, without delay after its organization, issue to the stockholders of the respective companies par¬ ties hereto, and entitled thereto as aforesaid and in proportion to their respective interest in the stock of the consolidated company, certificates of stock in said Columbus and Indiana Central Railway Company of such forms as may be deemed advisable, and be prescribed by the directors of said new company. Art. ioth. All and singular, the rights, franchises, privileges, real estate, depot grounds, rights of way, roadbed, railroad, iron rails, en¬ gines, cars, machinery, rolling stock, debts, dues, demands, choses in action and property of every description, name and nature in which the said Columbus and Indianapolis Central Railway Company, Union and Logansport Railroad Company, and Toledo, Logansport and Burling¬ ton Railway Company have respectively any right, title or interest, whether in possession, reversion or remainder, with the appurtenances, upon the ratification of these articles, and the election of the first board of directors of the said Columbus and Indiana Central Railway Company, as herein and by law provided for, and from thenceforth shall be held, owned and controlled by the said Columbus and Indiana Central Railway Company, their successors and assigns, as fully and completely, to all intents and purposes, as said several companies do or can now hold, own, use or control the same, and no further conveyance or assurance shall be required for the full and complete vesting thereof in the said Columbus and Indiana Central Railway Company. 534 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Art. nth. All just debts, guarantees and liabilities existing against said several companies parties hereto at the time of the taking effect of this consolidation shall be and are hereby assumed, and the same shall be provided for, paid and discharged by the said Columbus and Indiana Central Railway Company. Art. 12th. All the books, vouchers, records, muniments of title and other documents pertaining to the business or property of the said sev¬ eral companies parties hereto shall be placed in the office of the secretarj of said consolidated company; and the said books, records and papers shall be deemed and taken, so far as necessary, as the records and books of said consolidated company, and said books, records, vouchers and papers shall be subject to the proper examination and inspection of all persons interested therein, who shall have the same access thereto as if the same had remained in the office of the original companies. Art. 13th. The said consolidated company shall proceed to com¬ plete the entire road of the said Union and Logansport Railroad Com¬ pany to its western terminus, at or near the town of Logansport, in the state of Indiana, as contracted for by the said Union and Logansport Railroad Company. Art. 14th. It is agreed that these articles of consolidation shall be submitted to the stockholders of each of said companies, parties hereto, at a meeting thereof called separately, for the purpose of taking the same into consideration, due notice of the time and place of such meeting and the object thereof shall be given. The time of such meeting of the stockholders of said Columbus and Indianapolis Central Railway Company shall be on the sixteenth day of August, A. D. 1867, the place the city of Columbus. The time of such meeting of the stockholders of the said Union and Logansport Railroad Company shall be the twelfth day of August next, the place, the office of said company in Union City, Randolph county, Indiana. The time of such meeting of the stockholders of the said Toledo, Logansport and Burlington Railway Company shall be the fourteenth day of August next, the place, the office of the said company, in the town of Logansport, Cass county, Indiana. Art. 15th. All elections for directors of said consolidated company after the first election of directors herein provided for shall take place at such time and place, and in such manner as may be prescribed by the by-laws of the board of directors of the consolidated company. Art. 16th. In witness whereof, the corporate seals of the respective companies parties to this agreement have been affixed hereto, in quin- tuplicate, on the day and year first above written, by the order and in the presence of the directors of said several companies respectively duly convened A quorum of each of the said several boards of directors be¬ ing so present and assenting thereto, and is attested by their respective signatures hereto, on behalf and by order of the said several boards of directors and the presidents of each of the said companies have also at the same time and in behalf of the said respective companies hereto affixed CORPORATE HISTORY. 535 their names in virtue of.resolutions of the said several boards of directors, passed at respective meetings thereof. B. E. SMITH, President Toledo, Logansport and Burlington Railway Co. J. N. CONVERSE, President Union and Logansport Railroad Co. Attest: GEO. DELAND, Secretary. B. E. SMITH, President Columbus and Indianapolis Central Railway Co. JOHN H. BRADLEY, W. DENNISON, LEVI REYNOLDS, JOHN T. SEELEY, B. E. SMITH, Directors of the Toledo, Logansport and Burlington Railway Co. Attest: JOHN H. BRADLEY, Secretary pro tern. CHARLES S. TIBBETS, SAMUEL JAY, PHILIP BARGER, WM. FRASH, A. C. SWAYZEE, J. M. LUNT, J. N. CONVERSE, Directors of the Union and Logansport Railroad Co. Attest: GEO. DELAND, Secretary. JOHN T. SEELEY, W. DENNISON, JOHN S. NEWMAN, J. T. THOMAS, JOHN R. HILLIARD, JOHN GARDINER, B. E. SMITH, Directors of the Columbus and Indianapolis Central Railway Co. Attest: G. MOODIE, Secretary. I, Gordon Moodie, secretary of the Columbus and Indianapolis Cen¬ tral Railway Company, do hereby certify that in pursuance of printed notices by me addressed to each of the persons in whose name the capital stock of said company stands on the books thereof, and of like notices published in the newspapers of the city of Columbus, Ohio, and in the newspapers of the city of Indianapolis, Indiana; the stockholders of said company met at said company’s office in the city of Columbus, Ohio, on Friday, the 16th day of August, 1867, to take into consideration the within and foregoing agreement, and they then and there proceeded to vote by 536 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. ballot for the adoption or rejection of said agreement. That at said meeting 47,882 votes were cast, each vote representing one share of stock, that all of the 47,882 votes so cast were cast in favor of the adoption of said agreement, and that none of said votes were cast against its adoption,, and that the entire number of shares of stock of said company is about 57,814, and that, therefore, the stock so voted as aforesaid in favor of said agreement is more that two-thirds of the entire stock of the company. In witness whereof, I have hereunto set my hand and affixed the seal of the said company, at Columbus, Ohio, this 16th day of August, A. D. 1867. G. MOODIE, Secretary of the Columbus and Indianapolis Central Railway Co. I, George Deland, secretary of the Union and Logansport Railroad Company, do hereby certify, that in pursuance of printed notices by me addressed to each of the persons in whose name the capital stock of said company stands on the books thereof, and of like notices published in one newspaper in Union City, one in Hartford city and one in Marion,, in the state of Indiana, the stockholders of said company met at said company’s office in Union City, in the state of Indiana, on Monday, the 12th day of August, A. D. 1867, to take into consideration the within and foregoing agreement, and they then and there proceeded to vote by¬ ballot for the adoption or rejection of said agreement. That at said meeting 4051 votes were cast, each vote representing one share of stock, that the 4051 votes so cast were all cast in favor of the adoption of said agreement, and that none of said votes were cast against its adoption, and that the entire number 01 shares of stock of said company is about 5983, and that, therefore, the stock so voted as aforesaid in favor of said agreement is more than two-thirds of the entire stock of the company. In witness whereof, I have hereunto set my hand and affixed the seat of said company, at Union City, Indiana, this 12th day of August, 1867- GEO. DELAND, Secretary. I, Janies Kooken, secretary of the J'oledo, Logansport and Burlington Railway Company, do hereby certify that in pursuance of printed notices- by me addressed to each of the persons in whose name the capital stock of said company stands on the books thereof, and of like notices pub¬ lished in one newspaper in Cass county, one in White county, one in Newton county, and of one in Jasper county, in the state of Indiana, the stockholders of said company met at said company’s office in Lo¬ gansport, in the state of Indiana, on Wednesday, the 14th day of August,. A. D. 1867, to take into consideration the within and foregoing .agree¬ ment, and they then and there proceeded to vote by ballot for the adop¬ tion or rejection of said agreement. That at said meeting 14,874 votes were cast, each vote representing one share of stock, that the 14,874 votes so cast were all cast in favor of the adoption of said agreement, and that none of said votes were cast against its adoption, and that the entire number of shares of stock of said company is about 16,752, and that therefore the stock so voted as aforesaid in favor of said agreement is more than two-thirds of the entire stock of the company. CORPORATE HISTORY. 537 In witness whereof, I have hereunto set my hand and affixed the seal of the said company, at Logansport, Ind., this 14th day of August, 1867. JAS. KOOKEN, Secretary T. L. & B. Railway Co. Filed in the office of the secretary of state of Ohio, Sept. 10, 1867; Indiana, Sept. 11, 1867. FORM OF INCOME BOND. United States of America. States of Ohio and Indiana. Columbus and Indiana Central Railway Company. No. - Income Bond. $1000. Know all men by these presents, That the Columbus and Indiana Cen¬ tral Railway Company is indebted to William D. Thompson, of the city of New York, to bearer in the sum of one thousand dollars, lawful money of the United States of America, which the said company promise to pay to the bearer hereof on the first day of September, A. D. 1877, at the office or agency of said company in the city of New York, with interest thereon at the rate of seven per cent, per annum, payable semi¬ annually at the said office or agency in the city of New York on the first days of March and September of each year, on the presentation and surrender of the annexed coupons as they severally become due. But it is hereby provided, that at any time on or after the first day of September, A. D. 1870, the said company on any day on which the half-yearly in¬ stallment of interest shall fall due or on any other day after the first day of September, 1870, may, at its option, redeem at par the principal of this bond by giving thirty days notice by publication in one newspaper pub¬ lished in the city of New York and one newspaper published in the city of Columbus, Ohio, of its intention so to redeem the principal of this bond, and after such notice, if the holder of the bond shall refuse to accept such payment, or neglect to present the same for payment, interest there¬ after shall cease on this bond. It is further agreed that on or before the first day of September, 1870, but not thereafter, this bond may, at the option of the holder, be con¬ verted into the capital stock of said Columbus and Indiana Central Rail¬ way Company on the presentation of the same to said company by the holder on any days when the coupons are over due and payable, but at no other time. It is further agreed that the holder of this bond at the time of any meeting of the stockholders of said company shall be entitled to one vote for every fifty dollars of the par amount hereof, if said bond is registered in the name of the holder for ten days before said election, and said right to vote when so registered is transferable by proxy. It is agreed between the holder of this bond and said railway company that no recourse shall be had for its payment, or the payment of its interest, which may become due hereon, to the individual liability of any stock¬ holder of said company, or company of which this may be part by con¬ solidation, and in case of non-payment of any half-yearly installment of interest which shall become payable and demanded, if said defaults shall 538 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. continue for six months thereafter, then the principal in this bond shall become due and payable. This bond is one of a series of bonds of the same date and terms, pay¬ able at the same time, not exceeding in all one million five hundred thousand dollars, and to secure the payment of the principal at maturity and the interest as it falls due, the said Columbus and Indiana Railway Company hereby pledges its property, rights, credits and income, after first paying operating expenses and interest on its mortgage debt. It is understood that in case the Columbus and Indiana Central Railway Com¬ pany shall consolidate with any one or more railroad corporations be¬ fore the payment of this bond, the owner thereof shall have the same rights in such consolidated company as he shall have in the said Columbus and Indiana Central Railway Company herein mentioned. This bond shall pass by delivery or by transfer on the books of the company when registered; and when registered it may be released by the register and payable to bearer. In witness whereof, the said company have caused their corporate seal to be hereunto affixed and the same to be attested by the signatures of their president and secretary, and have also caused the coupons hereto annexed to be signed by their secretary on the nth day of September, A. D. 1867. B. E. SMITH, President. G. MOODIE, Secretary. NEW CASTLE AND RICHMOND RAILROAD COMPANY . 1 An Act to Incorporate the New Castle and Richmond Railroad Company. Approved February 16, 1848. Section 1. Be it enacted by the General Assembly of the state of In¬ diana, That John Powell, Jacob Elliott, Elijah Stout, Robert Boyd and Moses Robertson, of the county of Henry, and Mark E. Reeves, James Scott, John H. Hutton and George Gillespie, of the county of Wayne, their associates and successors, be and the same are hereby constituted a body corporate, and shall be and remain such forever, under the name of the “New Castle and Richmond Railroad Company,” and by that name said company may contract and be contracted with, sue and be sued, ^nd do all other things proper and usual for similar companies to do; and they are hereby vested with all the powers and privileges in any¬ wise necessary or expedient to carry into effect the proper business of the association. Sec. 2. Said company is created with a view to.the construction of a railroad, with all usual or desirable appendages, and said railroad shall be extended from New Castle, in Henry county, on the most direct and eligible route, to Hagerstown, in Wayne county; thence, on the most 1 See page 73. CORPORATE HISTORY. 539 direct and practicable route, to Washington, in said county; thence, on the most direct and practicable route, to Richmond, in Wayne county, the place of termination. Sec. 3. For the purpose of constructing said road, with all desirable appendages, and for putting and keeping the same in repair, and for doing all proper business thereon, said company are hereby authorized to enter upon, take and hold, in fee simple, all real estate and materials desirable for the purpose, doing no unnecessary damage. Sec. 4. When such real estate or materials cannot be had by donation or fair purchase, the owner may file his claim for damages in the office of the secretary of the company, and select an arbitrator; whereupon the company shall select another, and these- two a third, who shall be dis¬ interested men; and within a reasonable time, having been sworn, they shall proceed to examine the case and make out and file their award in the premises with said secretary, from which award either party may appeal to the Circuit Court of the county where the secretary keeps his office, which appeal shall be, in all things, regulated and tried as appeals are from the judgment of a justice of the peace in this state; said sec¬ retary being regarded as such justice in this behalf. Sec. 5. Whenever any real estate is so taken, or is damaged, the arbi¬ trators' court, or jury, trying the case, shall estimate any and all advant¬ age said railroad may be to the other real estate of the claimant, adjacent or contiguous to that taken, or within one mile thereof; deduct such advantage from the damage done, and find for the claimant the balance only, if any there be; if there be none, the claimant shall pay all costs; if damage be recovered, the company shall pay the cost. Sec. 6. Said company may, at all times, make and establish all such by-laws, rules and regulations, not conflicting with the laws of this state, in reference to this business, as they may deem expedient, and they may fix a penalty to any such laws, rules and regulations, of not exceeding one hundred dollars, for the violation of the same, and collect the same, by action of debt, in any court of competent jurisdiction. But all penal laws, rules or regulations, prior to enforcing the same, and all tolls [and] rates, shall be posted up in some conspicuous place at each depot on the road. Sec. 7. Any person who may willfully obstruct, injure, or in anywise interfere with said road, or any of the cars, materials, structures or ap¬ pendages connected therewith, or anything belonging to said company, besides the penalty that may accrue, he shall pay the company three fold the damage done, on the case being made out before any competent court; and on the trial of all suits brought by or on behalf of said com¬ pany, the regularity of the proceedings, to entitle them to sue, shall be presumed; but no common law ground of defense, when made to appear, shall, by this provision, be deemed to have been taken away; and all pro¬ cess against said company shall be served only on the secretary or treasurer. Sec. 8. The capital stock of said company shall be two hundred and fifty thousand dollars, which may be increased at any time to any amount desirable for completing said road, with all the appendages, and con- 540 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. ducting the business of the company as herein contemplated; said stock shall be divided into shares of fifty dollars each, and may be taken by individuals, corporations, counties or states, and may be paid for in cash, or in any other way, and at such times as may be designated by the company. Sec. 9. At all elections for directors, each stockholder shall have one vote for [each] share of stock held by him; and the votes may be cast in person or by proxy, given directly to the person voting. Sec. 10. The persons named in the first section of this act, or any seven of them, shall be the directors until a full organization of the com¬ pany is had, and so soon as deemed expedient, they shall meet at Hagers¬ town, in Wayne county, and organize by the election of a president, sec¬ retary and treasurer; they shall provide for opening books for the sub¬ scription of capital stock, at such times, places and in the manner they may deem best, designating the times and modes of payment for stock; and, if deemed expedient, they may cause a random survey and estimate of the cost of the road to be made, and do all other things deemed ex¬ pedient to do prior to the first election of directors. Sec. 11. So soon as one hundred thousand dollars of the stock shall have been subscribed, an election for seven directors for said company shall be holden in said town, due notice of the time of such election being given, to serve as such until their successors are elected and quali¬ fied. and annually thereafter, on the first Monday in January, there shall be a new election for a board of directors, at such place as the board of directors may direct; to serve for one year, and until, as aforesaid, a director shall be the owner of at least five shares of stock, and before taking his seat as such he shall take an oath, faithfully and honestly to discharge his duties as such director so long as he may remain in office. If, for any cause, there should be a failure to make an election on said day, it shall be held so soon thereafter as practicable; thirty days’ pre¬ vious notice of such election being given; each election shall be held by three judges, appointed by the board; they may appoint a clerk, and the judges and clerk shall be sworn honestly to discharge their duty. Sec. 12. When a new board is qualified, they shall elect one of their body as president, to serve as such during the current year; they shall also elect a secretary and treasurer, to serve in like manner; such bonds may be required of all officers as may be deemed expedient. An official bond shall be required of the treasurer, in a reasonable amount, and before entering on the duties of their office, both the treasurer and sec¬ retary shall be duly sworn. Five members of the board concurring, they may remove any officer and fill the vacancy thus made, and any vacancy created in the board may be filled by a majority of the members. Sec. 13. In all cases, except as may be specially provided, a majority of the board shall constitute a quorum to do business; and all the doings of such quorum, at a regular meeting, shall be deemed the acts of the company, to all intents and purposes, and statements of such acts or doings signed by the president and attested by the secretary, with or without the seal of the company affixed, unless some by-law may require the seal, shall at all times and places to (?) be deemed the best evidence thereof. CORPORATE HISTORY. 541 Sec. 14. Said company may negotiate any loan or loans of money, and at any rate of interest deemed expedient; and the principal and interest of all debts so contracted shall be a lien in their order on all property and effects of the company and the stock of corporator (?); all of which, or any part thereof, may be sold, on execution or otherwise, as the board may direct, for the purpose of meeting such debts: Provided, that when stock is sold it shall be taken from each stockholder in ratable propor¬ tion; and any stockholder may redeem his stock from such sale by pay¬ ing his quota of the money thus raised into the treasury within ten days after the sale. Sec. 15. Payment for stock subscribed, in whole or in part, at such times and in such sums as the company may require, may be enforced by an action of debt, before any competent court, and payment had, as in this and the next preceding section contemplated, shall be collectible without the benefit of any stay or valuation laws, and in case an appeal or writ of error be had on any such judgment, and the same be decided in favor of the company, besides legal interest on the judgment, ten per centum damages shall be assessed and collected thereon, for the com¬ pany; or the company may, to recover the sum due or demanded, expose the stock of the delinquent to public sale, to the highest bidder, at the office of the company, after reasonable notice, paying any surplus that may arise from the sale to the owner; and when so sold the secretary shall make the transfer. Sec. 16. The stock of the company shall be personal property, and shall be transferable according to the by-laws of the company, after the road is completed; on the first Mondays in July and January, in each year, the company shall of their net profits declare such dividends as may be deemed just, having proper regard to the exigencies of the company. Sec. 17. A journal of all the doings of the board of directors, with all proper stock and account books for the company, shall [be] carefully and accurately kept by the proper officers, any of which books may be in¬ spected at any time by any stockholder, two stockholders applying at the same time for that purpose. Sec. 18. Nothing in this act contained shall be so construed as to pro¬ hibit said company, so soon as the sum of one hundred thousand dollars shall have been subscribed, as required by the eleventh section of this act, from locating and putting under contract any or all of said road. Sec. 19. That the work on said railroad shall be commenced within three years after the passage of this act, and completed within five years thereafter. Sec. 20. This shall be deemed a public act, and shall be liberally con¬ strued; it shall take effect from and after its passage, and should the company, at any time, desire any amendments to this act, it shall be lawful for the legislature to make the same. Local Laws of Indiana, 1848, p. 521. An Act to Authorize the Extension of the New Castle and Richmond Railroad. Section 1. Be it enacted by the General Assembly of the state of Indiana, That the New Castle and Richmond Railroad Company be and is 542 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. hereby authorized to extend the New Castle and Richmond Railroad, from New Castle, in Henry county, to intersect the Peru and Indian¬ apolis Railroad or Lafayette and Indianapolis Railroad, at such point on said roads as said New Castle and Richmond Railroad Company may determine upon. Sec. 2. All the franchises, rights, powers, privileges and immunities* granted to said New Castle and Richmond Railroad Company by the charter thereof, shall, in all things, apply and extend to the extension of said road hereby authorized: Provided, that said extension shall be com¬ pleted within ten years from the passage of this act. Sec. 3. Said New Castle and Richmond Railroad Company shall, at such time as it may deem proper, open books for the subscription of stock, for the extension of said road hereby authorized, or for such part thereof as may be designated by said company, and the stock so sub¬ scribed, and the proceeds thereof, shall be applied exclusively to such extension. Sec. 4. It shall be the duty of said company to keep separate accounts of the stock subscribed for the construction of said road from New Castle to Richmond, and that subscribed for the extension of the said road hereby authorized, and also separate accounts for the construction and stocking the same; and separate dividends thereof shall be declared until said road and extension are completed, and the expenses of construction and stocking fully paid. Sec. 5. That as soon as said road and extension shall be completed and stocked, and the extension therefor [thereof?] fully paid, as above provided; then the same shall be regarded and held as one entire road, and the proceeds and profits thereof shall constitute a common fund, and equal dividends declared on all stock in common. Sec. 6. When said company shall commence the construction of the extension hereby authorized, two additional directors of said company shall be elected by the stockholders thereof, at the first annual election of directors thereafter, and the subscribers of stock for the extension of said road shall be eligible for directors of said company, and shall be allowed to vote for directors of said company, in the same manner and with the same restrictions as the subscribers of stock to and under the original charter of said company. Sec. 7. The said New Castle and Richmond Railroad Company are hereby authorized to borrow money, from time to time, on the credit of said company, at any rate of interest per annum to be agreed upon be¬ tween the parties, for the sole purpose of constructing said road and extensions thereof hereby authorized, and furnishing the same with cars, locomotives and other machinery necessary to carry on the operations of said company, and may issue its corporate bonds or promissory notes therefor, and to secure the repayment thereof, with the interest which accrues, may mortgage the road, income and other property of said company, and may, by its president, or other officers or agents, sell* dispose of [and], negotiate such bonds, notes or stocks of said com¬ pany, at such times and such places, either within or without the state, and at such rates and for such prices, as, in their opinion, will best ad- CORPORATE HISTORY. 543 vance the interests of said company, and if such bonds, notes or stocks, are thus sold at a discount, such sale shall be as valid and binding, in every respect, as if sold at par value, and the said company is hereby authorized to confer upon the holders of any bond or note issued as aforesaid, the right to convert the principal thereof, at any time unpaid, into the stocks of the company: Provided, the said company shall not have authority to issue bonds of a less denomination than fifty dollars. The foregoing bill was presented to me on the 15th day of January, 1851, for my approval. It has not been approved, nor returned to the Senate with my objections, dowil to this the 24th day of January, 1851, and has, therefore, became a law. JAMES H. WRIGHT. MORTGAGE. New Castle and Richmond Railroad Company to Joseph B. Varnum and George Carlisle, Trustees. Dated February 25, 1852. Securing $300,000 bonds of $1000 each, dated February 25, 1852, payable February 25, 1867, bearing 7 per cent, interest. This indenture, made this twenty-fifth day of February, in the year of our Lord one thousand eight hundred and fifty-two, between the New Castle and Richmond Railroad Company, a corporation duly consti¬ tuted as such by the laws of the state of Indiana, of the first part, and Joseph B. Varnum, of the city of New York, and George Carlisle, of the city of Cincinnati, of the second part: Witnesseth, That whereas the said New Castle and Richmond Rail¬ road Company, pursuant to the terms of the statutes of said state of Indiana incorporating them, are engaged in constructing a railroad from Richmond to New Castle, and thence by way of Logansport to Lafayette, and for the purpose of the construction of the first section thereof, that is to say, from Richmond to New Castle, have resolved to raise money by loan, to an amount not exceeding three hundred thou¬ sand dollars, and in order to secure the payment thereof have executed three hundred bonds, for the sum of one thousand dollars each, payable on the twenty-fifth day of February, in the year of our Lord one thou¬ sand eight hundred and sixty-seven, at the office of the Ohio Life In¬ surance and Trust Company in the city of New York, and bearing interest at the rate of seven per centum per annum, payable semi-annually on the twenty-fifth days of August and February in each year, at the same place, according to the tenor and effect of interest warrants attached to each of said bonds. Said bonds bear even date herewith, and are 4 rawn payable to the said Joseph B. Varnum and George Carlisle, or bearer, and are to be on an equality so far as regards security for the repayment thereof by these presents. And the holder of each of said bonds shall be entitled at any time within five years from the date thereof to receive in exchange therefor twenty shares, upon the sur¬ render thereof, and the interest warranty thereof, that shall not have become payable at the time of such surrender. 544 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Now, therefore, this indenture witnesseth, That the said the New Castle and Richmond Railroad Company, in order to secure the repayment of said bonds and interest, and in consideration of the sum of one dollar to them paid, at the sealing and delivery hereof, by the said Joseph B. Varnum and George Carlisle, the receipt whereof is hereby acknowl¬ edged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said Joseph B. Varnum and George Carlisle, and to the survivor of them and the heirs of such survivor, all the present and future to be acquired property of the said the New Castle aird Richmond Railroad Company, that is to say, the first section of their road from Richmond to New Castle, including the right of way and land occupied thereby from Rich¬ mond to New Castle, as aforesaid, with the superstructure, and all rails and other materials used therein, or procured therefor, bridges, viaducts, culverts, fences, depot grounds and buildings erected thereon, and all rights therein, tolls and income, and any rights thereto or interest therein; together with the tolls or income to be had or levied therefrom, and all franchises, rights and privileges of the said the New Castle and Rich¬ mond Railroad Company, of, in, to or concerning the same. To have and to hold the said premises, and every part thereof, with the appurtenances, unto the said Joseph B. Varnum and George Carlisle, and the survivor of them and the heirs of such survivor, upon the following trusts, that is to say, that in case the said the New Castle and Richmond Railroad Company shall fail to pay the principal or any part thereof, or any of the interest on said bonds at any time when the same may become due and payable, according to the tenor thereof when demanded, then, after sixty days from such default, upon the request of the holder of such bonds, the said Joseph B. Varnum and George Carlisle, and the sur¬ vivor of them and the heirs of such survivor, shall and may enter into and take possession of, all or any part of said premises, and as the at¬ torneys or attorney in fact or agent or agents of the said the New Castle and Richmond Railroad Company, by themselves or himself or agents or substitutes duly constituted have, use and employ the same, making from time to time all needful repairs, alterations and additions thereto, apply • the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid; or the said Joseph B. Varnum and George Carlisle, and the survivor of them and the heirs of such survivor, at their or his discretion, may, or on the written request of the holders of at least one-half of the bonds, then unpaid and unconverted into stock, shall cause the said premises, or so much thereof as shall be necessary to pay and discharge the principal and interest of all such of said bonds, as may then be unpaid and unconverted as aforesaid, to be sold at public auction in the city of Cincinnati, giving at least forty days’ notice of the time, place and terms of such sale, and of the specific property to be sold, by publishing the same in at least one newspaper of good cir¬ culation in each of the cities of Boston, New York, Philadelphia, Cin¬ cinnati and Richmond, and wherever else required by law, and execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance in fee simple for the same; which shall be a bar against the CORPORATE HISTORY. 545 said the New Castle and Richmond Railroad Company, their successors and assigns, and all persons claiming under them of all rights, interest or claims, in or to said premises, or any part thereof; and the said Joseph B. Varnum and George Carlisle and the survivor of them and the heirs of such survivor, shall, after deducting from the proceeds of said sale the costs and expenses of managing such property and of such .sale, apply so much of the proceeds as may be necessary to the satisfac¬ tion and payment of said principal and interest due or unpaid on said bonds, and shall restore the residue thereof to the said the New Castle and Richmond Railroad Company, their successors and assigns; it being hereby expressly understood that in no case shall any claim or ad¬ vantage be taken of any valuation, appraisement or extension laws by the said the New Castle and Richmond Railroad Company, their suc¬ cessors or assigns, nor shall any injunction or stay of proceedings or any process be applied for, or obtained by them to prevent such entry or sale as aforesaid: And the said the New Castle and Richmond Railroad Company here¬ by covenants for the consideration aforesaid, to execute and deliver any further reasonable and necessary conveyance of the premises, or any part thereof, to the said Joseph B. Varnum and George Carlisle, and to the survivor of them, and the heirs of such survivor for more fully car¬ rying into effect the objects hereof, particularly for the conveyance of any property subsequently to the date hereof, acquired by the said the New Castle and Richmond Railroad Company, and comprehended in the description contained in these presents, and the said the New Castle and Richmond Railroad Company hereby further covenants as aforesaid, that all money borrowed for the purposes aforesaid, upon the security of any of the said bonds, shall be faithfully applied, with due diligence, in the construction and equipment of said railroad. And it is hereby mutually agreed, and these presents are upon this express condition, that on payment of the principal and interest of said bonds, or the con¬ version thereof into stock in manner aforesaid, the estate hereby granted .shall be void, and the right to the premises hereby conveyed shall revert and revest in the said the New Castle and Richmond Railroad Company, their successors and assigns, without any acknowledgment of satisfaction, reconveyance, vestry or other act; and it is also further .agreed that the said Joseph B. Varnum and George Carlisle, and the survivor of them, and the heirs of such survivor, shall only be account¬ able for reasonable diligence in the management thereof, and shall not be responsible for the acts of any agent employed by them or either of them when such agent is selected with reasonable discretion, and that they and each of them, shall receive and be entitled to receive proper •compensation for every labor or service performed in the discharge of the trust aforesaid, in case they or either of them shall be compelled to take possession of said premises or any part thereof or manage the same, and it is further agreed that in case of the death, mental incapacity or resignation of the said Joseph B. Varnum and George Carlisle, or the survivor of them and the heirs of such survivor, the said the New ■Castle and Richmond Railroad Company shall (or on default to take 35 546 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. proceedings therefor for thirty days, the holder of a majority of said bonds may) apply to any court of chancery in Henry or Wayne counties, Indiana, to appoint one or more trustees, to supply their or his place, and thereupon such new trustee or trustees shall become vested, for the purposes aforesaid, with all the rights and interests hereby conveyed to or vested in the said Joseph B. Varnum and George Carlisle, and the survivor of them, and the heirs of such 'survivor, without any further assurance, or conveyance for the same; but if the same shall be neces¬ sary, both or either of the parties hereto shall execute any necessary releases or conveyances for these purposes. In witness whereof, the said party of the first part have caused their corporate seal to be hereunto affixed, and their name to be subscribed by John T. Elliott, their president, and countersigned by their secretary, on the day and year first above written. JOHN T. ELLIOTT, President of the New Castle and Richmond Railroad Co. JOHN W. GRUBBS, Secretary. Acknowledged before Martin L. Bundy, notary public, Henry county, Indiana, February 25, 1852. Recorded, Henry county, Indiana, mortgage record 2, page 435. CINCINNATI, LOGANSPORT AND CHICAGO RAILWAY COMPANY . 1 RESOLUTION OF BOARD OF DIRECTORS Of the New Castle and Richmond Railroad Company changing Name to Cincinnati, Logansport and Chicago Railway Company. Adopted February 26, 1853. At a meeting of the board of directors of the New Castle and Rich¬ mond Railroad Company, held at the office of the company, on the 26th day of February, 1853, the following preamble and resolutions were unanimously adopted by the board: “ Whereas, By an act of the General Assembly of the state of Indiana, entitled ‘ An act authorizing railroad companies to change their names, approved February 22d, 1853, railroad companies desiring so to do are authorized to change their names, by resolution of their boards of directors. And whereas, the New Castle and Richmond Railroad Com¬ pany is desirous of changing its name, therefore, be it resolved by the board of directors of the New Castle and Richmond Railroad Company, that the corporate style and name of said company be and the same is hereby changed to the style and name of the Cincinnati, Logansport and Chicago Railway Company, which is hereby agreed upon and adopted by the board of directors as the future style and corporate name of said company, from and after this 26th day of February, A. D. 1853. 1 See page 75. CORPORATE HISTORY. 547 Resolved, further, that a duly certified copy of the foregoing preamble and resolution be made out by the secretary and filed for record in the recorder’s office of each of the counties of Wayne, Henry, Madison, Tipton, Howard and Cass, being the counties through which said rail¬ road is located, and that he cause the same to be published in the ‘ New Castle Courier,’ ‘ Democratic Banner,’ and the ‘ Indiana State Journal,’ papers of general circulation in the state of Indiana.’’ I, John W. Grubbs, secretary of said company, certify the foregoing to be a true copy from the record of said company, duly certified copies of which have been filed in the recorder’s office of the several counties through which said railroad is located, and due notice thereof given by publication in the several newspapers, all as required by said resolution. Witness my signature, this first day of April, A. D. 1853. JOHN W. GRUBBS, Secretary. MORTGAGE. Cincinnati, Logansport and Chicago Railway Company to George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, Trustees. Dated April 1, 1853. Securing £300,000 bonds, dated April 1, 1853, payable May 1, 1883, bearing 6 per cent, interest. This indenture, made the first day of April, in the year of our Lord one thousand eight hundred and fifty-three, between “ The Cincinnati, Logansport and Chicago Railway Company,” of the first part, and George Washington Riggs, Jr., and George Alfred Hamilton, of the city of New York, and George Carlisle, of the city of Cincinnati, of the second part, witnesseth, that whereas the Cincinnati, Logansport and Chicago Railway Company, pursuant to the terms of their charter, granted by the General Assembly of the state of Indiana, in the United States of America, incorporating them and the amendments thereto, are engaged in constructing a railroad from Richmond, in said state of Indiana; thence by way of Washington, Hagerstown, New Castle and Anderson to Logansport; and for the purpose of constructing the same and its necessary appendages, and equipping it with the necessary ma¬ chinery, have resolved to raise money by loan, to an amount not ex¬ ceeding three hundred thousand pounds sterling; and for that purpose have made and executed two hundred bonds of the denomination of two hundred and twenty-five pounds sterling each, numbered from one to two hundred inclusive; also four hundred and ten bonds of the denomi¬ nation of five hundred pounds sterling each, numbered from two hun¬ dred and one to six hundred and ten, both inclusive, amounting in the aggregate to the sum of two hundred and fifty thousand pounds sterling, which said bonds bear even date herewith, and are made payable to Elisha Riggs, George Washington Riggs, Jr., and George Alfred Ham¬ ilton or bearer, at the banking house of in the city of London, on the first of May, eighteen hundred and eighty- 548 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. three, and bearing interest from the first day of May, eighteen hundred and fifty-three, at the rate of six per cent, per annum, payable semi¬ annually on the first day of November and May in each year, at the same place, according to the interest warrants attached to each of said bonds, and are to be on an equality so far as regards security for the payment thereof by these presents, each of said bonds also provides that the said company shall issue and deliver to the holder thereof, and in exchange therefor, at any time after five years and within twenty years from the date thereof, on delivery of said bonds, to the said company, with the unpaid interest warrants attached, a dollar bond for the same amount, estimating the same at the rate of four dollars and eighty cents to the pound sterling, payable on the said first day of May, eighteen hundred and eighty-three, in the city of New York, with interest at the rate of seven per cent, per annum, payable half-yearly at the same place. The said company hereby expressly reserving the right at any time hereafter to execute and issue under the provisions of this mortgage, if desired by said company, an additional number of bonds, not exceeding in their aggregate the sum of two hundred and fifty thousand pounds sterling, and which when issued are hereby placed on an equality with the said bonds, herein before described. Now, therefore, this indenture witnesseth, That the said the Cincinnati, Logansport and Chicago Railway Company, in order to secure the pay¬ ment of said several bonds, herein before described, amounting in the aggregate to the sum of two hundred and fifty thousand pounds sterling, and any bonds that may hereafter be issued in exchange therefor as aforesaid, as well as any additional bonds that may hereafter be issued by said company under the provisions of this mortgage, either in pounds sterling or dollars, not exceeding in their aggregate amount the said sum of fifty thousand pounds sterling, and any and all interest, on said several descriptions of bonds, and in consideration of the sum of one pound sterling, paid on the sealing and delivery hereof, by the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle and to the survivor of them, and their successors forever, all the present and future to be ac¬ quired property of the said the Cincinnati, Logansport and Chicago Railway Company, that is to say, their said railroad from Richmond to Logansport, including the right of way thereof, and the lands occupied thereby from Richmond to Logansport as aforesaid, with the super¬ structure, and all rails or other material used therein or procured there¬ for, or which may be hereafter used therein or procured therefor, and all machinery, bridges, viaducts, culverts, fences, depot and station grounds, and buildings erected thereon, and all rights therein, tolls and income, and any right thereto, or interest therein, together with the tolls or income to be had or levied therefrom, and all the franchises, rights and privileges of the said the Cincinnati, Logansport and Chicago Rail¬ way Company, of, in, to or concerning the same. To have and to hold CORPORATE HISTORY. 549 the said premises and every part thereof, with all the appurtenances, unto the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, and the survivor of them and their successors forever, upon the following trusts, that is to say, that in case the said the Cincinnati, Logansport and Chicago Railway Company shall fail to pay the principal or any part thereof, or any of the interest on said bonds, issued or which may hereafter be issued under this mortgage as aforesaid, at any time when the same may become due and payable when demanded according to the tenor thereof, then, after sixty days from such default, upon the request of the holder of any of said bonds, the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, or the survivor of them or their successors, may enter into and take possession of all or any part of said premises and property, and as such trustees or trustee, or as attorneys or attorney in fact of said com¬ pany, by themselves or himself, or agents, or substitutes duly consti¬ tuted, have, use and employ the same, making from time to time all needful repairs, alterations and additions thereto, and after deducting the expenses of such use, repairs, alterations and additions thereto, apply the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid, or the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, and the sur¬ vivor of them and their successors, at their or his discretion, may, or on the written request of the holder of at least one-half of the bonds, then unpaid, shall cause the premises, or so much thereof as shall be neces¬ sary to pay and discharge the principal and interest of all such of said bonds as may then be unpaid as aforesaid, to be sold at public auction in the city of Cincinnati, giving at least forty days’ notice of the time, place and terms of such sale and the specific property to be sold, by publishing the same in at least one newspaper of general circulation in each of the cities of Boston, New York, Philadelphia, Cincinnati and Chicago, and wherever else required by law, and execute to the pur¬ chaser or purchasers thereof a good and sufficient deed of conveyance in fee simple for the same, which shall be a bar against the said the Cin¬ cinnati, Logansport and Chicago Railway Company, their successors and assigns, and all persons claiming under them of all right, interest or claim in or to said premises or any part thereof; and the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, and the survivor of them and their successors, shall, after deducting from the proceeds of said sale the costs and expenses of managing such prop¬ erty and of such sale, apply so much of the proceeds as may be neces¬ sary to the satisfaction and payment of said principal and interest, due or unpaid on said bonds, and shall restore the residue thereof to the said the Cincinnati, Logansport and Chicago Railway Company, their successors and assigns. It being hereby expressly understood, that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws by the said the Cincinnati, Logansport and Chicago Railway Company, their successors or assigns, nor shall any injunction or stay of proceedings or any process be applied for or obtained by them to prevent such entry or sale as aforesaid. It is hereby understood and 550 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. declared, that this mortgage is subject to a prior lien and right of a mortgage executed by said company in their former name of the New Castle and Richmond Railroad Company, on the twenty-fifth day of February, eighteen hundred and fifty-two, to Joseph B. Varnum and George Carlisle on that part of said road, right of way, station grounds, etc., extending from Richmond to New Castle, a distance of twenty-seven miles, which said mortgage was made and executed by said company to secure the payment of three hundred bonds, of one thousand dollars each, issued by said company, bearing date on said twenty-fifth day of Feb¬ ruary, eighteen hundred and fifty-two, and payable to said Joseph B. Var¬ num and George Carlisle, on the twenty-fifth day of February, eighteen hundred and sixty-seven, at the office of the Ohio Life Insurance and Trust Company in the city of New York, with interest payable semi¬ annually, on the twenty-fifth day of August and February in each year at the same place. And the said Cincinnati, Logansport and Chicago Railway Company hereby further covenant as aforesaid that all money borrowed for the purposes aforesaid, upon the security of any of the said bonds, shall be faithfully applied with due diligence in the construc¬ tion of said road and its appendages and in the equipment thereof; and it is hereby mutually agreed, and these presents are upon this express condition, that on the payment of the principal and interest of said bonds, the estate hereby granted shall be void, and the right to the premises hereby conveyed shall revert to and revest in the said the Cincinnati, Logansport and Chicago Railway Company, their successors and assigns, without any acknowledgment of satisfaction, reconveyance, re-entry or other act; and it is further agreed, that the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, and the sur¬ vivor of them and their successors, shall only be accountable for rea¬ sonable diligence in the management thereof, in case they or any of them should be required by reason of the non-payment of said bonds, or the interest thereon, to take possession of the road and premises for the benefit of the holders of said bonds, and shall not be responsible for the acts of any agents employed by them or either of them when such agent is selected with reasonable discretion, and that they and each of them shall receive and be entitled to reteive proper compensation for every labor or service performed in the discharge of the trust aforesaid, in case they or either of them shall be compelled to take possession of said premises or any part thereof or manage the same; and it is further agreed, that in case of the death, mental incapacity or resignation of the said George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, and the survivor of them, the said the Cincinnati, Logansport and Chicago Railway Company may, on notice of sixty days, by ad¬ vertisement in a newspaper of general circulation in London and New York, to the holders of said bonds (or in default of the said company to take such proceedings), then the holders of a majority of said bonds may, on ten days’ notice to said company, apply to any court of chancery, in Wayne, Henry, Madison, Howard or Cass counties, in the state of Indiana, to appoint one or more trustee or trustees to supply their places, and thereupon t such new trustee or trustees shall become vested for the CORPORATE HISTORY. 551 purposes aforesaid with all the rights and interests hereby conveyed to or vested in the said trustees hereinbefore named without any further assur¬ ance or conveyance for the same. In witness whereof, the said company have caused their corporate seal to be hereunto affixed and these presents to be signed by their president and attested by their secretary, the first day of April, A. D. eighteen hun¬ dred and fifty-three, at their office in the city of New York. J. L. ELLIOTT, President. Attest: JOHN W. GRUBBS, Secretary. In presence of H. W. ROBINSON, JOHN LIVINGSTON. Acknowledged before John Livingston, notary public, New York City, April 1, 1853. Recorded Henry county, Indiana, Mortgage Record No. 3, page 121. CINCINNATI, CAMBRIDGE AND CHICAGO SHORT LINE RAILWAY COMPANY . 1 ARTICLES OF ASSOCIATION. State of Indiana, ss. Be it known that the undersigned, whose respective places of residence are set opposite their names, thereto signed for the purpose of organiz¬ ing a company for the construction, owning and maintaining a contem¬ plated railway hereinafter named in pursuance of an act of the legislature of the state of Indiana, entitled “ An act to provide for the incorporation of railroad companies,” approved May nth, 1852, do hereby, each for himself, subscribe for the number of shares of the capital stock of said contemplated railway company set opposite our respective names; such subscriptions to be payable to said company at such times and in such sums as the board of directors of said company when elected, and their successors in office, may from time to time order, direct and require. But assessments upon the capital stock of said company shall not be payable oftener than once in sixty days nor more than ten per cent, upon the amount subscribed at any one assessment, and we do hereby agree and subscribe to the following articles of association, to wit: Article 1st. The name and style of the corporation shall be the “ Cin¬ cinnati, Cambridge and Chicago Short Line Railway Company.” Art. 2nd. The capital stock of the company shall be two millions of dollars, to consist of forty thousand shares at fifty dollars each. Art. 3rd. The northern terminus of said road shall be at the town of New Castle, in Henry county, in the state of Indiana; thence by the best line to Cailibridge City, in Wayne county, Indiana; thence in a southeastwardly direction, as may be found practicable and convenient, passing through the counties of Wayne and Union, in the state of Indiana, 1 See page 76. 552 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. in a direction leading to .the city of Cincinnati, in the state of Ohio, to the line dividing the states of Ohio and Indiana so as to connect at the state line with the “ Cincinnati Western Railway,,'’ Art. 4th. The length of said road in the state of Indiana, as near as may be, is estimated to be thirty-nine miles, and the total length from New Castle to Cincinnati is estimated to be seventy-five miles. Art. 5th. The number of directors to manage the affairs of said com¬ pany shall be thirteen, and we hereby declare that the following are the names of the directors elected by us from our own number to constitute the first board of directors of said company, to wit, Jacob Vore, Jesse Hiatt, Robt. Murphy, Dickerson Hurst, Thomas Tyner, Solomon Me¬ redith, John Crum, Charles H. Raymond and Pleasant Johnson of Wayne county, Indiana, Wm. H. Bennett, of Union County, Indiana, and Caleb B. Smith, George Graham, and Sylvester C. Parkhurst, of Cincinnati, Ohio. Witness our hands this nineteenth day of January, 1853. Signed by 25 subscribers. Filed in the office of the secretary of state of Indiana, January 20, 1853. AGREEMENT Between the Cincinnati Western Railroad Company and the Cin¬ cinnati, Cambridge and Chicago Short Line Railway Company. Dated March 26, 1853. For the construction of the roads of the two companies and for future consolidation. This article of agreement, duly made and executed this 26th day of March, 1853, between the “ Cincinnati Western Railroad Company,” a corporation created by the laws of the state of Ohio, of the one part, and the “ Cincinnati, Cambridge and Chicago Short Line Railway Com¬ pany,’ a corporation created by the laws of the state of Indiana, of the other part, witnesseth: That the said companies have agreed to construct jointly, by means of the resources and credit of both companies, a con¬ tinuous line of railroad from the city of Cincinnati, Ohio, to the town of New Castle, in the county of Henry, Indiana. And it is hereby agreed between said companies that the said railroad shall be constructed from the stock subscribed to the said companies respectively and by means of the joint credit of said companies; and that so soon as the same can be done in conformity with the laws of the states of Indiana and Ohio re¬ spectively, the said two companies shall be consolidated and made one corporation, with a common corporate name to be hereafter agreed upon, and in the meantime, until such consolidation can be effected, the entire stock subscribed‘to both companies shall be applied to the construction of the whole road from Cincinnati to New Castle. It is further agreed between said companies that in order to raise means for the construction and equipment of said roads, each of said companies shall issue such bonds as may by said company be deemed necessary or expedient, to be secured by mortgages on the road or upon CORPORATE HISTORY. 553 the real estate owned by said companies, and all bonds which shall here¬ after be executed by either company for the purposes aforesaid shall be guaranteed by the other company. And whereas, hereafter if either of said companies, with the consent of the other, shall issue any bonds payable in a period of not more than twenty years, to be used for the purchase of iron or equipments for any part of the road between Cincinnati and New Castle, and shall execute a mortgage, with the consent of the other company, on the part of said road belonging to said company to secure said bonds, the other of said companies shall also execute a mortgage on its own portion of the road to secure the bonds so issued in such manner that the whole road be¬ tween New Castle and Cincinnati shall be a security for the bonds so issued by either of said companies. It is also further agreed, by said companies, that when any portion of the road shall be completed the same shall be worked at the joint expense of the said companies, and all profits thereon shall be applied for the benefit of both companies or divided upon the stock of both: And when the whole road shall be completed the stock of both companies shall be regarded and treated as one common stock, the entire road shall be run as one common line and the entire expenses of both companies shall be paid out of the receipts from the road, and all profits made by the road shall be divided equally upon the stock of both companies in the same manner as though the said companies constituted but one corporation. “ The Cincinnati Western Railroad Company ” hereby reserves the right to form a junction-at the state line with a railroad in Indiana, to extend to Connersville, Rushville and Indianapolis on the nearest and best route. Also to contract with any company chartered by the state of Indiana for constructing a railroad from the state line in the direction of Rushville and Indianapolis for the use of any portion of the road of such company, and also to supply and operate any locomotives, cars, machinery and apparatus necessary for the same, or to hold the same jointly with such company; provided, that if such contract shall hereafter be made, all such profits arising therefrom shall enure to the joint benefit of both the said companies parties to the contract, to be divided on this stock jointly as above specified; and if any loss shall result therefrom, it shall be borne equally by both companies. It is hereby agreed that this contract shall be perpetual, and that so long as the said road from Cincinnati to New Castle shall continue to be used, it shall be worked as one line, and that all expenses of every kind upon any portion of the road, whether for repairs, incidental expenses or otherwise, shall be deducted from the receipts upon the entire road, and the net profits shall be divided on the whole stock of both companies. In witness whereof, the said companies have respectively, by their president, executed this agreement and attached hereto their seals, the day and year above written. CALEB B. SMITH, Attest: President Cin. West. R. R. Co. CHARLES H. KELLOGG, .Secretary. 1 1 Copied from the minute book of the Cincinnati, Cambridge and Chicago Short Line Ry. Co. The other signatures are not given there. 554 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. AGEEEMENT Between the Cincinnati Western Railroad Company, Cincinnati, Cambridge and Chicago Short Line Railway Company and the Cincinnati, New Castle and Michigan Railroad Company. Dated August 16, 1853. Whereas, The Cincinnati Western Railroad Company of the state of Ohio, and the Cincinnati, Cambridge and Chicago Short Line Railway Company, and the Cincinnati, New Castle and Michigan Railroad Com¬ pany of the state of Indiana, are severally engaged in the construction of roads which when completed are designed to form a continuous line of railroad from Cincinnati, by the way of Venice, Dunlapsville, Cam¬ bridge City, New Castle, Muncie, Jonesboro, Marion and Wabash, to the northern line of the state of Indiana. And whereas, it is for the mutual interest of said companies that the said several roads shall be con¬ solidated and run as one road, with a common management and direction. Now, therefore, to effect this object, it is hereby expressly agreed between the said several companies, that each shall construct and finish their said roads respectively, as soon as the same can be done, with all the means they can command, and so soon as the said roads shall be finished the same shall be united and consolidated as one road and used as such, for the mutual and common interest of all the stockholders of the said sev¬ eral companies. Provided that nothing herein contained shall be so construed as to change the contract for consolidation heretofore entered into between the Cincinnati Western Railroad Company, and the Cincinnati, Cambridge and Chicago Short Line Railway Company. And provided also that either of said companies shall have power to enter into running arrangements, or connection with other roads, without consulting the other parties to this agreement. And provided further, that the details of this con¬ tract of consolidation shall be carried out and finally entered into by said several companies so soon as by the laws of the state of Ohio the said Cincinnati Western Railroad shall be authorized and permitted to enter into such a contract; but should no such law ever be passed, then this contract for a running arrangement shall be perfected by said com¬ panies in such manner as to divide their profits equally between the same. In witness whereof, the said boards of directors have respectively signed this contract on behalf of their respective companies, this 16th day of August, 1853. Signed by 12 directors Cincinnati, New Castle and Michigan R. R. Co.; 7 directors Cincinnati Western R. R. Co.; 9 directors Cincinnati, Cam¬ bridge and Chicago Short Line Ry. Co. CINCINNATI, NEW CASTLE AND MICHIGAN RAILROAD COMPANY . 1 ARTICLES OF ASSOCIATION. Indiana, to wit: Be it known that the undersigned, whose respective places of residence are set opposite their names hereto signed, have associated together for 1 See page 77. CORPORATE HISTORY. 555 the purpose of organizing a company for the construction, owning and maintaining a contemplated railroad, hereafter named, in pursuance of an act of the legislature of the state of Indiana, entitled “ An act to provide for the incorporation of railroad companies, approved May nth, 1852/’ and we do hereby, each for himself, subscribe for the number of shares of the capital stock of said contemplated railroad company, set opposite our respective names, such subscriptions to be payable to said company at such times and in such sums as the board of directors of said company when elected, and their successors in office, may from time to time require and direct. But assessments upon the capital stock of the said company shall not be made or be payable oftener than once in sixty days nor more than ten per cent, upon the amount subscribed at any one time. And we do hereby agree to and subscribe the following articles of association, to wit: Article First. The name and style of the corporation shall be the Cin¬ cinnati, New Castle and Michigan Railroad Company. Art. Second. The capital stock of the company shall be two millions of dollars, to consist of forty thousand shares of fifty dollars each. Art. Third. The southern terminus of said road shall be New Castle, in the county of Henry, in the state of Indiana, connecting with the Cincinnati, Cambridge and Chicago Short Line Railroad, thence in a north and northwesterly direction, as may be found practicable and con¬ venient, passing through the counties of Henry, Delaware, Grant, Wa¬ bash, Kosciusko, Elkhart and St. Joseph to the state line dividing the states of Indiana and Michigan, in a direction leading to the mouth of Grand river, in the state of Michigan. Art. Fourth. The length of said road in the state of Indiana, as near as may be, is estimated to be one hundred and forty miles. Art. Fifth. The number of directors to manage the affairs of said company shall be thirteen, and we hereby declare that the following are the names of the directors elected by us from our own number to con¬ stitute the first board of directors of the said company, to wit: Thomas Tyner, Solomon Meredith and Pleasant Johnson, of Wayne county; George B. Rogers and Martin L. Bundy, of Henry county; John Jack and Walter Maub, of Delaware county; James Sweetser and Samuel Jay, of Grant county; Hugh Hannah, of Wabash county, all in the state of Indiana, and David A. Powell, Caleb B. Smith and Richard M. Cor- wine, of Cincinnati, Ohio. Witness our hands this 8th day of April, 1853. Signed by forty-three subscribers. Indiana, to wit, Delaware county, I, Volney Willson, the secretary of the Cincinnati, New Castle and Michigan Railroad Company, do certify that the above and foregoing is a true, perfect and complete copy of the articles of association of said company, and of the names, residences and number of shares of the original signers thereof, in their own hand¬ writing, now on file in my office. Given under my hand and seal at Muncie, in said county of Delaware, 556 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. where the officers of said company are situated, this 9th day of April, A. D. 1853. VOLNEY WILLSON, Secretary C. N. & M. R. R. Co. Filed in the office of the secretary of state of Indiana, April 11, 1853. CINCINNATI AND CHICAGO RAILROAD COMPANY (First ). 1 AGREEMENT OF CONSOLIDATION Between the Cincinnati, Cambridge and Chicago Short Line Rail¬ way Company and the Cincinnati, New Castle and Michigan Railroad Company under the Name of the Cincinnati and Chicago Railroad Company (No. i). Whereas, At a meeting of the board of directors of this company, held at Cincinnati, on the 9th day of March, 1854, it was ordered that a meet¬ ing of the stockholders of this company should be held at New Castle, Henry county, Indiana, on the 12th of April, 1854, to vote upon the question of consolidating this company with the Cincinnati, New Castle and Michigan Railroad Company, so as to merge the two companies into one, making one corporation. And whereas, Due notice of said meeting has been given by publica¬ tion in one newspaper published in each of the several counties through which the road passes. And whereas, it has been shown by a certified copy from the records of the Cincinnati Western Railroad Company that said company has consented to such consolidation, and has agreed to consolidate with the consolidated company, in Indiana, according to the terms of resolution adopted by this company and the Cincinnati, New Castle and Michigan Railroad Company. Therefore resolved, That polls be opened immediately for a vote of the stockholders on the said question of consolidation, and that John Crum, Maynard French and William Butler be appointed a committee to superintend said election, and to receive the votes of stockholders on the question of consolidation as aforesaid. The election having been held and the judges made their reports to the board, from which it appears that the vote in favor of consolidation was unanimous. Whereupon it was resolved that the stockholders of this company, having decided in favor of consolidation of this company with the Cin¬ cinnati, New Castle and Michigan Railroad Company, it is hereby de¬ clared to be the wish of this company that said consolidation shall be immediately perfected. Resolved, that Solomon Meredith and Maynard French be appointed a committee of this board to confer with a similar committee of the Cin¬ cinnati, New Castle and Michigan Railroad Company to adjust the terms and stipulations of such consolidation. 1 See page 77. CORPORATE HISTORY. 557 The joint committee of the two companies convened and made a report in accordance with the above resolution. Whereupon it was resolved that the report of the joint committee, appointed to report the terms of consolidation of said two companies, be and the same is hereby ratified and confirmed. And this company hereby agrees to the consolidation of said companies upon the terms and stipulations specified in said report. Whereas, An agreement entered into between this company and the Cincinnati, New Castle and Michigan Railroad Company, the said two companies have been consolidated and merged into one corporation, under the name of the Cincinnati and Chicago Railroad Company. Resolved, that the stockholders of this company will proceed at 7 o’clock on this day, in connection with the stockholders of the Cincin¬ nati, New Castle and Michigan Railroad Company to elect thirteen directors of the Cincinnati and Chicago Railroad Company, which com¬ pany has been created by the consolidation of this company with the said Cincinnati, New Castle and Michigan Railroad and Thomas J. Sample, Thomas Newby and Robert M. Moore, stockholders in this company, appointed inspector and judges of said election. I, Thomas Newby, secretary of the Cincinnati, Cambridge and Chicago Short Line Railway Company, hereby certify that the foregoing is a true copy of the records of said company of April 12th, 1854, relative to the consolidation of said company with the Cincinnati, New Castle and Michigan Railroad Company. In testimony whereof, I have hereunto set my hand, attested by the corporate seal of said company, this 12th day of April, 1854. [seal] THOMAS NEWBY, Secretary. The Cincinnati, Cambridge and Chicago Short Line Railway Company and the Cincinnati, New Castle and Michigan Railroad Company having consolidated and merged the said two companies into one corporation, with the corporate name of the Cincinnati and Chicago Railroad Com¬ pany. And a committee of the stockholders of the two companies above named having been appointed on the twelfth day of April, 1854, to superintend the election of a board of directors, the said committee having held said election, now made their report, from which it appears, that Hugh Hannah, James Sweetser, Walter March, Thomas J. Sample, Martin L. Bundy, George McQuatt, Solomon Meredith, John Crum, Jesse Hiatt, William Butler, Robert Moore, Richard M. Corwine, and Caleb B. Smith, each received a majority of all the votes cast at said election, the same were declared duly elected directors of the Cincin¬ nati and Chicago Railroad Company for the term of one year, and until their successors shall be elected and qualified. And thereupon said directors were duly sworn into office, and the board proceeded to the election of the officers of the company. The Cincinnati ^nd Chicago Railroad Company extends from a point in Franklin county, Indiana, where the Cincinnati Western Railroad terminates on the line dividing the states of Ohio and Indiana, and ex¬ tends to the northern line of the state of Indiana, by the way of Cam- 558 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. bridge City, New Castle, Muncie, Marion and Wabash, to the northern line of Indiana, a distance of one hundred and seventy-seven miles (177). I, Thomas Newby, secretary of the Cincinnati and Chicago Railroad Company hereby certify that the foregoing is a true copy of the organiza¬ tion of the above named railroad company on the 12th day of April, A. D. 1854. In testimony whereof, I have hereunto set my hand, attested by the seal of said company, [seal] THOMAS NEWBY, Secretary. Filed in the office of secretary of state of Indiana, May 1, 1854. Terms agreed upon by Joint Committees of the Cincinnati, Cam¬ bridge and Chicago Short Line Railway Company and the Cincinnati, New Castle and Michigan Railroad Company for for the Consolidation of the Two Companies. April 12, 1854. The joint committee appointed by the board of directors of the Cincin¬ nati, Cambridge and Chicago Short Line Railway Company and the Cincinnati, New Castle and Michigan Railroad Company to prepare and report an agreement of consolidation of said two companies, report that they have agreed upon the following features to be incorporated in said agreement, which they submit as embracing all that said agreement shall contain: 1st. The corporate name of said consolidated company shall be the Cincinnati and Chicago Railroad Company. 2nd. The unsettled expense account of said two companies shall be settled and adjusted as soon as may be by the proper accounting officers of said companies, out of the funds and means thereof. 3rd. Full and accurate statements of the affairs of said two com¬ panies up to the date of this consolidation shall be prepared and laid before the board of directors of said consolidated company. 4th. The stock subscribed and assets, and other property, on hand, on the day of this consolidation, the property, etc., of such separate companies, shall be appropriated exclusively to the construction of the particular division, each company being considered a division upon which the same was subscribed. 5th. The contracts and obligations generally of said two railroad com¬ panies are hereby assumed and adopted, and said consolidated company shall promise and assume to pay, carry out and discharge the same, without change or modification in letter or spirit, as though they were originally made by said consolidated company. 6th. All the rights, property and effects of any kind, whether con¬ sisting of real or personal estate, or other property now the property and effects and rights in action of said two railroad companies, shall be * transferred and submitted to the exclusive control and ownership of said consolidated company. 7th. The stock certificates issued by said two railroad companies, and CORPORATE HISTORY. 559 now outstanding, shall be surrendered and new ones issued in room there¬ of by said consolidated company, and contracts for stock which are not perfected shall be carried out by said consolidated company as though the same were originally entered with said company. 8th. Said consolidated railroad company shall assume all the liabili¬ ties, undertakings and agreements of said two railroad companies, and particularly the contract of the Cincinnati, Cambridge and Chicago Short Line Railroad Company, with the Cincinnati Western Railroad Com¬ pany, dated the day of A. D. 1853. 9th. The number of directors of said consolidated railroad company shall be thirteen, who shall be elected at this meeting, who shall serve for twelve months from the date hereof, and until their successors are elected and qualified. The officers of said consolidated company shall be a presi¬ dent, secretary and treasurer, and such other officers as the board of directors may choose to elect at any meeting of the board. 10th. Said consolidated company shall be consolidated in all its in¬ terests with the Cincinnati Western Railroad Company, so as to make a complete merger of the entire interests and property of said two com¬ panies as soon as by the laws of the state of Ohio the same can be lawfully done. New Castle, April 12th, 1854. R. M. CORWINE, W. MARCH, On behalf the Cincinnati, New Castle and Michigan Railroad Co. SOLOMON MEREDITH, M. FRENCH, On behalf the Cincinnati, Cambridge and Chicago Short Line Ry. Co. CINCINNATI AND CHICAGO RAILROAD COMPANY (Second ). 1 RESOLUTION Of the Stockholders of the Cincinnati and Chicago Railroad Company (No. 2). Adopted August 31, 1854. Whereas, the Cincinnati, Logansport and Chicago Railway Company, and the Cincinnati and Chicago Railroad Company, by a compact of their respective boards of directors, have become consolidated and their separate existence merged into one corporation, which agreement and compact of consolidation 2 was ratified, approved and confirmed by the stockholders of the respective companies at a meeting held in New Castle on the 31st day of August, 1854, in pursuance of notice previously given for thirty days previous to said 31st day of August, 1854* an( l in pursuance of an act of the general assembly of the state of Indiana in 6uch cases made and provided; therefore, 1 See page 79. 2 See agreement, page 560. 560 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Resolved, that the name of said consolidated company shall be the Cincinnati and Chicago Railroad Company, and that the secretary shall cause copies of this resolution to be recorded in the recorder’s office of the several counties through which said consolidated line of railroad is located. A true copy from the minutes as witness my hand and the seal of said company at Cincinnati, Ohio, this 20th day of September, 1854. [L. S.] STANHOPE S. ROWE, Secretary. Filed in the office of the secretary of state of Indiana October 10, 1854. ARTICLES OF CONSOLIDATION Between the Cincinnati and Chicago Railroad Company and the Cincinnati, Logansport and Chicago Railroad Company under the Name of the Cincinnati and Chicago Railroad Company. Memorandum of agreement between the Cincinnati and Chicago Rail¬ road Company of Indiana, of the first part, and the Cincinnati, Logans¬ port and Chicago Railway Company, of the second part. 1st. Witnesseth, The capital stock of said companies from this day is merged and consolidated, and they are made one joint stock company, to be called, known and designated by the corporate name of the Cin¬ cinnati and Chicago Railroad Company, by which name they shall sue and be sued, plead and be impleaded, and generally transact all the busi¬ ness of said new corporation, except as hereinafter excepted. The purpose of such consolidation being to complete the construction of the roads of the several companies now in progress, and to equip and run the same as first-class railroads for the mutual profits of all the stock¬ holders thereof, and the capital stock of said company shall be ten millions of dollars. 2nd. So much of said roads as have already been built in part or in whole are hereby transferred and made over to said new corporation, and the lines as adopted, the rights of way, the stations, the turn-outs, the depot grounds and all other property and rights to them, said com¬ panies belonging or appertaining, meaning to include herein subscrip¬ tions, however to be paid, contracts for delivery, or exchange of prop¬ erty, or payment of money. 3rd. In consideration of which transfer and sale said consolidated company is to assume and pay all the outstanding liabilities of said several companies of every ivind, and all their indebtedness for work and labor, materials, rights of way, depot grounds, etc. And adopt the lines of said roads, as has been agreed upon and located by said several companies respectively, their stations, turn-outs, depots, etc., and generally fulfill and carry out their contracts, with contractors and others, subject only to the conditions and modifications hereinafter stated. And said consolidated company hereby adopts and assumes the contracts of the Cincinnati, Cambridge and Chicago Short Line Railway Company with the Cincinnati Western Railroad Company, dated 26th March, A. D. 1853, and agrees and binds itself to carry out and ratify all and singular the provisions thereof CORPORATE HISTORY. 56l 4th. The two lines of road to Logansport, and Wabash, north of New Castle, shall be simultaneously prosecuted and completed with the utmost expedition, to which end the means of the consolidated company are hereby pledged, except in so far as the subscriptions of stock, how¬ ever and in what manner payable, on the line from New Castle to Wabash may be necessary, or are already pledged, to the construction of that part of the road, in that case the means shall not be used for any other purpose or directed from that end until such portion of the road is completed. * 5th. The business of said consolidated company shall be kept and managed in two divisions, viz.: 1st division to embrace the business from the Ohio state line to Wabash. 2nd division to embrace the business from Richmond to Logansport, and the books and accounts shall be so kept as to fairly show the expenditures and receipts, and business generally appertaining to the divisions respectively. 6th. The road from New Castle south by way of Cambridge City shall be completed to its intersection with and place of crossing the Junction Railroad, so soon as said Junction Railroad is completed from Conners- ville to the town of Hamilton at its intersection with the Cincinnati, Hamilton and Dayton Railroad. 7th. Said Cincinnati, Logansport and Chicago Railway Company shall not be abridged of any of its powers and franchises belonging to it by its act of incorporation and amendments thereto, but its construction to completion and its management thereafter shall be constructed under and by virtue of its charter, etc., which is preserved intact, and in all respects as if this agreement of consolidation had not been made, except as to change of name, as aforesaid, agreeably to the provisions of an act of the legislature of Indiana, entitled an act to authorize two or more railroad companies to assume a common name, and to sue and be sued, contract and be contracted with, and prosecute their business under such common name, passed and affirmed January 25th, 1853, which act is made part hereof, and adopted as part of this article of agreement. And the secretary and president of the consolidated company shall as soon as elected and qualified, and as soon as the board of directors of the said two railroad companies hereby consolidated shall have by resolution entered on their minutes respectively, adopted the corporate and com¬ mon name of the Cincinnati and Chicago Railroad Company, cause a copy of said resolutions to be recorded in the recorder’s office of the different counties through which the roads of said companies may run or be located. 8th. All stock hereafter issued and all bonds hereafter made shall be in the name of the consolidated company. 9th. There shall be but one board of directors to manage and conduct the affairs of said consolidated company, which board shall consist of thirteen in number, who shall be elected at this time and hold their office until the first Monday of January, 1855, at which time a new board of directors shall be elected, and annually thereafter on the first Monday of January of each year, and the directors shall hold their offices until their successors are elected and qualified. Said board shall elect a president, vice-president, secretary and treasurer, and such officers as they may 36 562 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. provide. All such inferior officers as may be necessary to conduct the business of the company shall be appointed in such manner as the by-laws of such company may prescribe. 10th. It is further stipulated (the Cincinnati and Chicago Railroad Company of Ohio being a party thereto, as evidenced by the signature of their president) that any of the stock of the said company may be ex¬ changed for the stock of the said consolidated company by a surrender of their certificates of stock to the secretary of said consolidated com¬ pany. But the interest which has accrued on all such stock up to the time of transfer shall be charged up to said Cincinnati and Chicago Railroad Company on the books of said consolidated company. SOL. MEREDITH, JOHN CRUM, R. M. MOORE, Committee on behalf Cincinnati and Chicago Railroad Company. Committee on behalf of the Cincinnati, Lo- gansport and Chicago Railway Company. 1 Ratified by stockholders Cincinnati and Chicago Railroad Company. August 31, 1854, and by stockholders Cincinnati, Logansport and Chicago Railroad Company, August 31, 1854. DECREE OF CONFIRMATION OF SALE 2 Of the Cincinnati and Chicago Railroad. In the Circuit Court of the United States for the district of Indiana. May term, i860. May 26th, i860. Before the Honorable John McLean and the Honorable E. M. Huntington, judges. George Carlisle, trustee, etc., J vs. r Chancery. No. 15 The Cincinnati and Chicago Railroad Company, et al. J Come the parties, and the complainant moves the court to confirm the sale, etc., which motion is objected to unless the power of attorney under and by virtue of which the said purchasers purchased said property be produced, and thereupon the said purchasers produce said power of attorney, duly authenticated, and consent that the same be made a part of this order, which power of attorney and authentication are in the words and figures following, to wit: “ Know all men by these presents, That we, Pierre Chouteau, Uriel A. Murdock, Frederick C. Gebhard, John H. Thompson and Henry Morgan, have made and constituted and appointed, and by these presents do make, constitute and appoint Warren Murdock our and each of our agent and attorney in-our names, place and stead, or in the names or 1 Copied from minute book Cincinnati and Chicago R. R. Co. The remaining signatures are omitted there. 2 Decree of sale is given in full in deed of John H. Rea to Pierre Chouteau, et ah, May 26, i860, page 574. CORPORATE HISTORY. 563 name of any or either of us, to attend any sale of the Cincinnati and Chicago Railroad, mortgaged premises, property, rights and franchises mentioned or referred to in a decree of the Circuit Court of the United States for the seventh judicial circuit and district of Indiana, made on the 14th day of March, i860, in a certain cause wherein George Carlisle, trustee, etc., is complainant, and the Cincinnati and Chicago Railroad Company and others are defendants, whenever and wherever the same may be offered for sale under and by virtue of said decree, to bid there¬ for the sum of twenty-five thousand dollars; and if it becomes necessary, by reason of competition at the sale, to secure the purchase of said rail¬ road, premises, etc., then to bid therefor to the further extent of three hundred and fifty thousand dollars, being the amount being decreed to be paid or due Ripley and Judson, and of their claim mentioned in said decree (which claim has been assigned by them to Schuchardt, Gebhard and Murdock in trust for the purpose of enabling them to purchase said railroad, etc., and carry into effect the compromise agreement heretofore made among the parties interested therein); and also to bid to the further extent of one hundred and fifty thousand dollars; making in all the aggregate amount of such bids five hundred and twenty-five thousand dollars ($525,000), and to purchase in our names, or in the names or name of any or either of us, said railroad, mortgaged premises, property, rights and franchises referred to in said decree, at a price not exceeding said sum of five hundred and twenty-five thousand dollars, and in our names or in our behalf, or in the names or on the behalf of any or either of us to comply with and perform all the provisions of said decree in relation to the bidding at the sale; the purchase of said mortgaged premises to be made as aforesaid for the purpose of carrying into effect the compromise agreements heretofore made among the parties inter¬ ested therein, according to their spirit and intent, giving and granting unto our said agent and attorney full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as we might or could do if personally present. In witness whereof, we have hereunto set our hands and seals, the twenty-fifth day of April,, in the year one thousand eight hundred and sixty. FRED C. GEBHARD, [seal] U. A. MURDOCK, [seal] P. CHOUTEAU, Jr, [seal] per John H. Thompson, Atty. Sealed and delivered in the presence of (the word “ John ” written on erasure before Execution) JOHN I. KAVANAGH. HENRY MORGAN, [seal] JOHN H. THOMPSON, [seal] State of New York, City and county of New York, On this twenty-fifth day of April, i860, before me, Moses B. Maclay, a commissioner of the state of Indiana, resident in the city of New York, 564 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. duly commissioned and qualified to take the acknowledgments of deeds, etc., personally appeared Frederick C. Gebhard, Uriel A. Murdock, Henry Morgan and John H. Thompson, known to me to be the individuals described in and who executed the foregoing power of attorney, and they severally acknowledged to me that they executed the same, and the said John H. Thompson further acknowledged that he had executed the said power of attorney as the act and deed of Pierre Chouteau, Jr., therein described, by virtue of a power of attorney duly executed by the said Pierre Chouteau, Jr., bearing date the eighth day of October, 1858. And I further certify that I know the said John H. Thompson who made the said acknowledgment to be the same individual who executed the said power of attorney as the act and deed of said Pierre Chouteau, Jr. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year aforesaid. [seal] MOSES B. MACLAY, Indiana Commissioner in the city of New York. And it appearing to the court from the evidence adduced in this behalf that said purchasers are trustees as set forth in said power of attorney and the papers therein referred to, and that the proceedings by the commissioner in regard to the sale have been in all respects regular and in conformity with the decree of the court, the said sale is hereby con¬ firmed. And the commissioner is hereby ordered to make a deed to the said purchasers in conformity thereto. Entered Order Book H, page 117. MORTGAGE. Cincinnati and Chicago Railroad Company to Martin L. Bundy. Dated November 10, 1854. Conveying real estate and rolling stock of the company to secure en¬ dorsers on certain notes of the company. Know all men by these presents, That the Cincinnati and Chicago Railroad Company, for and in consideration of the sum of $1 in hand paid, and in consideration of the premises as herein stated, for and by these presents do grant, bargain, sell and convey unto Martin L. Bundy, his heirs and assigns forever, all the following personal property, to wit: Five locomotive engines and tenders, now on the line of said railroad in Indiana, called “ Chicago/’ “ Hoosier,” “ Swinette,” “ Pathfinder ” and “ Julia Dean.” Also ten (10) house freight cars, two (2) passenger cars, seven plat¬ form cars, two (2) small iron cars and one hand car purchased of George Keck, four (4) hand cars purchased of Thresher & Co., thirty (30) gravel cars on the road between Richmond and Sulphur Springs, fifty (50) platform, hog and cattle cars, built and partly built at Hagerstown, and all the wheels and axles and other material therefor. Eleven (11) cars built at Richmond and others partly built and all the lumber and material therefor, including wheels and axles for fifty cars in all at Richmond. CORPORATE HISTORY. 565 Also all the platform and gravel cars built and building at Logansport, and also all the personal property of every description at the station and along the line of said road; and all the machinery, tools and ma¬ terials of every kind at and pertaining to the shops of said company at New Castle, Cambridge City and Logansport. And also the following described real estate, to wit: A tract situate in Wayne county and bounded as follows: commencing on the south line of section twenty-three (23), township seventeen (17), range twelve (12), where the track of the Cincinnati, Logansport and Chicago Railway crosses the same; thence west on said section line to the east bank of the Hagerstown canal; thence north on the bank of said canal to the south side of said railway; thence along the south side of said railway to the place of beginning; containing two and one-half (2^) acres, more or less. Also all that certain tract of land lying west of White Water Val¬ ley Canal, adjoining the town of Cambridge City, purchased of Jonathan Hawkins by deed bearing date September 26, 1853, not heretofore sold and conveyed by said railway company, or occupied by the right of way on which said tract hereby conveyed is situate, a new machine shop erected by said company. Also all that part of out lots Nos. fifteen (15) and sixteen (16) in New Castle, Henry county, Indiana, lying south of and adjoining the track of the Cincinnati and Chicago Railroad, bounded on the east side by the lands formerly owned by John Powell on the south by alley No. 5, as recorded on the plat of New Castle. Also lot No. 5 in Taylor’s addition to New Castle, Henry county, Indiana. Also two iron safes, and all the office furniture, consisting of tables, desk case, press, etc., at the office of said company at New Castle and Cambridge City. Also one iron safe, desks and furniture at the office of said company in Muncie, Delaware county, Indiana; to have and to hold all the said personal property and real estate in trust for the uses and purposes following, to wit: Whereas a large portion of the debts of the said railroad company have been secured by the per¬ sonal endorsement of the present directors and others who were formerly directors of the company and for which they are now responsible, amongst which is a debt due the Citizens Bank at Richmond, Indiana, amounting to over $50,000, now this conveyance is hereby declared to be in trust to secure and indemnify, first the said persons who are bound for said debt at the Citizens Banx, or who at any time hereafter become bound therefor, either as makers, acceptors or endorsers thereof, or any portion of the same; and secondly to secure all the endorsers of said company against all other debts and liabilities of said company for which they are or may become in any manner liable as makers, drawers, acceptors or endorsers for or on account of said company. The said trustee to hold all said property until said date at the Citizens Bank, or some part thereof shall become due and required to be paid, and then in that case of the non-payment thereof, he is hereby directed and re¬ quired to sell the same and so much thereof as may be required to pay said debt; and after said debt to said bank shall be fully paid, then he shall hold the residue of said property, or the proceeds thereof for the payment of any other liabilities for which any of said persons may have 566 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. become liable to said company as aforesaid; and after all such liabilities shall have been paid by the company, or by said trustee, then the residue of said property, or the proceeds thereof shall revert to said railway company. In witness whereof these presents are signed by the president, attested by the secretary, with the corporate seal of said company attached. November 10th, 1854. CALEB B. SMITH, President. STANHOPE S. ROE Secretary, [seal] Corporate seal. Acknowledged before Samuel Stokes, notary public, Hamilton county, Ohio, November 10, 1854. Recorded, Wayne county, Ind., Mortgage Record 5, page 230. MORTGAGE. Cincinnati and Chicago Railroad Company to Joseph H. White and Martin L. Bundy, Trustees. Dated October 1, 1855. Securing $500,000 bonds, dated October 1, 1855, payable January 1, 1875, bearing 7 per cent, interest. This indenture, made the first day of October, in the year of our Lord one thousand eight hundred and fifty-five, between the Cincinnati and Chicago Railroad Company, a corporation duly created by the laws of the state of Indiana, of the first part, and Joseph H. White, of the city of New York, and Martin L. Bundy, of the county of Henry and state of Indiana of the second part, witnesseth: That, whereas, the said Cin¬ cinnati and Chicago Railroad Company, pursuant to the terms of their charter, are engaged in constructing and equipping a railroad from Richmond, in the state of Indiana, by way of New Castle, Anderson and Kokomo, to Logansport, in said state, and for the purpose of con¬ structing the same and its necessary appendages and equipping it with the necessary machines, have resolved to raise money by loan to an amount not exceeding five hundred thousand dollars, and for that purpose have made and executed three hundred bonds of the denomination of one thousand dollars each, and numbered from one to three hundred inclusive, and also four hundred bonds of the denomination of five hundred dollars each, and numbered from three hundred and one to seven hundred inclusive, amounting in the aggregate to five hundred thousand dollars, which bonds bear date first of October, eighteen hun¬ dred and fifty-five, and a~e made payable to Joseph H. White or bearer at the American Exchange Bank in the city of New York, on the first day of January, in the year eighteen hundred and seventy-five, and bear¬ ing interest at the rate of seven per cent, per annum, payable semi¬ annually on the first day of July and January in each year, according to the interest warrants attached to each of said bonds, and are to be CORPORATE HISTORY. 567 on an equality, so far as regards the payment thereof by these presents. Now therefore, This indenture witnesseth that the said Cincinnati and Chicago Railroad Company, in order to secure the payment of the said several bonds hereinbefore described, and any and all interest on said several bonds, and in consideration of the sum of one dollar paid on the sealing and delivery hereof by the said Joseph H. White and Martin L. Bundy, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said Joseph H. White and Martin L. Bundy, and their successors forever, all the present and future to be acquired property of the said Cincinnati and Chicago Rail¬ road Company, that is to say, their said road from Richmond to Logans- port, including the right of way thereof and the lands occupied thereby from Richmond to Logansport as aforesaid, with the superstructure and all the rails or other materials used thereon or procured therefor, and all machinery, bridges, viaducts, culverts, fences, depots and station grounds, and buildings erected thereon, tolls and income, and any rights thereto or interest therein, together with the tolls or income to be had or levied therefrom, and all the franchises, rights and privileges of the said Cincinnati and Chicago Railroad Company of, in, to or concerning the same. To have and to hold the same and every part thereof, with all the appurtenances, unto the said Joseph H. White and Martin L. Bundy, and the survivor of them, and their successors forever, upon the following trusts, that is to say, that in case the said Cincinnati and Chicago Railroad Company shall fail to pay the principal or any part thereof, or any of the interests on said bonds, issued under this deed of trust, at any time when the same may become due and payable, when demanded, according to the tenor thereof, then, after sixty days from such default, upon the request of the holder of any of said bonds, the said Joseph H. White and Martin L. Bundy, or the survivor of them or their successors, may enter into and take possession of all or any part of the said premises and property, and as such trustees or trustee or attorney or attorneys or attorney in fact of said company, by themselves or himself or agent or substitutes duly constituted, have, use and em¬ ploy the same, making from time to time all needful repairs, alterations and additions thereto, and after deducting the expenses of such use, repairs, alterations and additions thereto, apply the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid. Or the said Joseph H. White and Martin L. Bundy, or the survivor of them and their successors, at their or his discretion, on the written request of the holders of at least one-half of the bonds then unpaid, shall cause the said premises, or so much thereof as shall be necessary to pay and discharge the principal and interest of all such of said bonds, as then be unpaid as aforesaid, to be sold at public auction in the city of Cincinnati, Ohio, giving at least forty days’ notice of the time, place and terms of such sale and of the specific property to be sold, by publishing the same in at least one newspaper of general cir¬ culation in each of the cities of New York and Cincinnati and Chicago, and execute to the purchaser or purchasers thereof a good and sufficient 568 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. deed of conveyance in fee simple for the same, which shall be a bar against the said Cincinnati and Chicago Railroad Company, their succes¬ sors and assigns, and all persons claiming under them of all right and claims or interest in or to said premises, or any part thereof; and the said Joseph H. White and Martin L. Bundy, or the survivor of them, and their successors shall, after deducting from the proceeds of said sale the costs and expenses of managing said property and of such sale, apply so much of the proceeds as may be necessary to the satisfaction and payment of said principal and interest due or unpaid on said bonds, and shall restore the residue thereof to the said Cincinnati and Chicago Railroad Company, or their assigns, it being hereby expressly understood that in no case shall any claim or advantage be taken of any valuation, ap¬ praisement or extension laws by the Cincinnati and Chicago Railroad Company or their assigns, nor shall any injunction or stay of proceed¬ ings, or any process be applied for or obtained by them to prevent such entry or sale as aforesaid. It is hereby understood and declared that this mortgage is subject to the prior lien and rights of a mortgage,, executed by the said company in their former name of the “ Cincinnati,. Logansport and Chicago Railway Company,'’ on the first day of April, A. D. eighteen hundred and fifty-three, to George Washington Riggs,. Jr., George Alfred Hamilton and George Carlisle to secure the payment of two hundred bonds, of the denomination of two hundred and twenty- five pounds sterling each, also four hundred and ten bonds of the de¬ nomination of five hundred pounds sterling each, in the city of London, on the first day of May, in the year eighteen hundred and eighty-three, and bearing interest at the rate of six per cent, per annum, payable semi-annually in the city of London; also two hundred and forty bonds, of the denomination of one thousand dollars each, issued by the said Cincinnati and Chicago Railroad Company and bearing date on the first day of August, eighteen hundred and fifty-five, and payable to George W. Riggs, Jr., and George Alfred Hamilton or bearer, at the Bank of the Republic, in the city of New York, on the first day of May, eighteen hundred and eighty-three, with interest at the rate of seven per cent, per annum, payable semi-annually at the same place, and which said last named bonds were issued in lieu of fifty thousand pounds sterling, which the said Cincinnati, Logansport and Chicago Railroad Company, by the terms of the said mortgage above referred to, reserved the right to issue at any time thereafter, and which are equally, with the said two hundred and fifty thousand pounds sterling ratably and without preference secured by said mortgage, and the said Cincinnati and Chicago Railroad Company hereby further covenant as aforesaid that all money borrowed for the purposes aforesaid upon the security of any of the said bonds shall be faithfully applied, with due diligence, in the construction of said road and its appendages, and in the equipments thereof, and in the pay¬ ments of debts already incurred by the said company for that purpose; and it is hereby mutually agreed, and these presents are upon this ex¬ press condition, that on payment of the principal and interest of said bonds, the estate hereby granted shall be void, and the right to the prem¬ ises hereby conveyed shall revert and revest in the said Cincinnati and CORPORATE HISTORY. 569 Chicago Railroad Company and their assigns, without any further acknowledgment of satisfaction, reconveyance, re-entry or other act; and it is further agreed that the said Joseph H. White and Martin L. Bundy and the survivor of them or their successors shall only be accountable for reasonable diligence in the management thereof; in case they or either of them should be required by reason of the non-payment of said bonds, or the interest thereon to take possession of the said road and premises for the benefit of the holders of said bonds, and shall not be responsible for the acts of any agents employed by them or either of them when such agent is selected with reasonable discretion, and that they and each of them shall receive and be entitled to receive proper compensation for every labor or service performed in the discharge of the trust aforesaid, in case they or either of them shall be compelled to take possession of said premises or any part thereof or manage the same, and it is further agreed that in case of the death, mental incapacity or resignation of the said Joseph H. White and Martin L. Bundy, or either of them, the said Cincinnati and Chicago Railroad Company may, on notice of ten days by advertisement in any newspaper published in the state of Indiana to the holder of said bonds, or in default of the company to .take such proceedings, then the holders of a majority of said bonds may, on ten days’ notice to said company, apply to the Court of Common Pleas, or to the Circuit Court in either of the counties of Wayne, Henry, Madison or Cass, in the state of Indiana, to appoint one or more trus¬ tees to supply their places, and thereupon such new trustee or trustees being so appointed by either of the courts aforesaid shall become vested for the purposes aforesaid with all the rights, interests, powers and duties hereby vested in the trustees hereinbefore named without any further assurance or conveyance for the same. In witness whereof, the said company have caused their corporate seal to be hereunto affixed, and these presents to be signed by their president and attested by their secretary, the first day of October, A. D. eighteen hundred and fifty-five. CALEB B. SMITH, President. JOSEPH: H. WHITE, MARTIN L. BUNDY. Attest: DAVID B. LAPTON, Secretary. In presence of PETER LATIMER, MOSES B. MACLAY. Acknowledged by Caleb B. Smith and Joseph H. White before Moses B. Maclay, commissioner for Indiana in New York, November 2, 1855, and by Martin L. Bundy before Samuel Stokes, Jr., notary public, Hamil¬ ton county, Ohio, November 6, 1855. Recorded, Henry county, Indiana, Mortgage Record 3, page 460. 5/0 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. CINCINNATI AND CHICAGO AIR LINE RAILROAD COMPANY . 1 ARTICLES OE ASSOCIATION. Pierre Chouteau, Jr., Uriel A. Murdock, Frederick C. Gebhard, John H. Thompson and Henry Morgan, subscribers hereto, the purchasers of the railroad hereinafter mentioned, and its appurtenances, at a sale thereof, made under and by virtue of a decree for the foreclosure of a certain mortgage, executed by the Cincinnati, Logansport and Chicago Railway Company to George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, trustees, dated April i, 1853, now hold¬ ing and owning said railroad and its appurtenances, do hereby certify that they have associated and do hereby associate themselves together as an incorporated company in pursuance of the provisions of a statute of the state of Indiana, entitled “ An act authorizing the purchasers of railroads, plank roads, turnpike roads and macadamized roads or parts thereof under mortgaged sale or sales, made according to the terms of deeds of trust to organize as incorporated companies and pre¬ scribing their powers and duties," approved March 5, 1859, and the laws of said state of Indiana for the purpose of holding, owning, possessing, maintaining and operating said railroad purchased as aforesaid, for public use, for the conveyance of persons and property between Rich¬ mond, in the county of Wayne, in the state of Indiana, and Logansport, in the county of Cass, in said state; and they do hereby adopt and agree to the following articles of association. Article First. The corporate name by which said company shall be designated and known is the “ Cincinnati and Chicago Air Line Railroad Company.” The railroad to be maintained and operated by said company commences at a point on the south side of the railroad passenger depot in the city of Richmond, Wayne county, Indiana, at the western terminus of the track of the Eaton and Hamilton Railroad Company and extends in a northwesterly direction through the counties of Wayne, Henry, Madison, Tipton, Howard and Cass, in said state of Indiana, to the point of intersection of the track of the Chicago and Cincinnati Railroad Company with the tracks of the Toledo and Wabash Railway Company and the Toledo, Logansport and Burlington Railroad Company in Duret street, in said city of Logansport, and is about one hundred and eight miles in length, and has been heretofore known as the road of the Cin¬ cinnati and Chicago Railroad Company. Art. Second. The said railroad was purchased by the said Pierre Chouteau, Jr., Uriel A. Murdock, Frederick C. Gebhard, John H. Thompson and Henry Morgan on the 28th day of April, i860, at public auction, in the city of Logansport aforesaid, the sale thereof having been made by o.rder of the Circuit Court of the United States for the seventh judicial circuit and district of Indiana, upon the foreclosure of the mort¬ gage above mentioned. The said railroad, with its appurtenances, equipments and furniture, rights and franchises (subject to the prior lien 1 See pages 73 and 83. CORPORATE HISTORY. 5 /i of a mortgage executed by the New Castle and Richmond Railroad Company on the 25th day of February, 1852, to Joseph B. Varnum and George Carlisle, trustees, on that part of said road, right of way, station, grounds, etc., which extends from Richmond to New Castle, a dis¬ tance of 27 miles, to secure the payment of its bonds to the amount of $300,000 of principal with the interest thereon) shall be conveyed to or vested in the said Cincinnati and Chicago Air Line Railroad Company so soon as its organization is completed for the consideration of its stocks and bonds to be created, issued and delivered as hereinafter pro¬ vided. Art. Third. The capital stock of said Cincinnati and Chicago Air Line Railroad Company created by and under these articles of association shall be $500,000 and divided into 5000 shares of $100 each, the actual cost of the construction of said railroad having exceeded $2,500,000. All of said stock shall be issued full-paid stock to the subscribers hereto, the consideration therefor being the railroad, property and franchises to be conveyed to or vested in the said company as hereinbefore stated. For the residue of the aforesaid consideration the said Cincinnati and Chicago Air Line Railroad Company shall execute its bonds to the amount of $1,600,000 and deliver the same to Frederick Schuchardt, Frederick C. Gebhard and Uriel A. Murdock. All of said bonds shall be executed by said company in due form in sums not less than $100 and not exceeding $1000 each, payable on the first day of August, 1890, at the Continental Bank in the city of New York, with interest at the rate of seven per centum per annum from the date thereof, payable half-yearly on the first day of February and August in each year at said Continental Bank on the presentation and surrender of the warrants for such in¬ terest thereunto annexed; said bonds shall be secured by a first general mortgage on all the property and interests so to be conveyed to said company by the said Chouteau, Murdock, Gebhard, Thompson and Morgan (subject to the aforesaid mortgage to Varnum and Carlisle, trustees), to be executed by the said company in due and proper form under its corporate seal, to Matthew Morgan and Frederick Schuchardt, as trustees, for any person, persons or parties who may from time to time become the owner or owners or holders of said bonds. Said mortgage shall contain a covenant for further assurance to be executed from time to time for the benefit of the holders of said bonds, and such other lawful covenants and provisions as may be required by said Schuchardt, Gebhard and Murdock, and shall provide for securing equally with the aforesaid bonds an additional issue of bonds to the further amount of $300,000, which shall be issued only in payment of or exchange for the bonds now secured by the aforesaid mortgage to Varnum and Carlisle, and shall be duly recorded and delivered to said trustees. And it is hereby expressly agreed by and between said asso¬ ciates, that the entire capital stock above mentioned, and any future increase thereof, in any wise, and all other property which -may be hereafter acquired by the said Cincinnati and Chicago Air Line Railroad Company shall be at all times and in every wise subject and subordinate to the lien, effect and operation of said mortgage above provided for 57 2 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. as fully and entirely as if the amount secured thereby had been actually expended by said company for completing and finishing said road, and said bonds had been issued for the moneys expended. Art. Fourth. There shall be seven directors of said Cincinnati and Chicago Air Line Railroad Company, and the following persons, viz.,. Uriel A. Murdock, Frederick C. Gebhard, Henry Morgan, John H. Thompson, George B. Ripley, Amos Tenney and William D. Judson r are hereby appointed such directors in pursuance of the aforesaid act,, approved March 5, 1859, and shall manage and control the affairs of said company until they shall be superseded by* a regular election of directors in the manner provided by law. A majority of the directors shall constitute a quorum for the transaction of business. Art. Fifth. The board of directors shall, as soon as may conveniently be done, make and adopt by-laws for the management and disposition of the stock, property and business affairs of said company not incon¬ sistent with the laws of the state of Indiana, and shall therein designate its subordinate officers and provide for the appointment of the same. Art. Sixth. The capital stock of said Cincinnati and Chicago Air Line Railroad Company has been apportioned to and among and shall be taken by the several subscribers hereto to the extent of the number of shares set opposite their names respectively. In witness whereof, we, the subscribers, have hereunto affixed our respective names and seals and places of residence and stated the number of shares of said stock by us respectively subscribed and taken this ninth day of July, in the year i860. Subscribers’ names. Residence. ] Mo. of shares P. CHOUTEAU, Jr., St. Louis, I. URIEL A. MURDOCK, New York. 1664. FRED C. GEBHARD, New York, 3330 . JOHN H. THOMPSON, New York, I. HENRY MORGAN, New York, I. WM. D. JUDSON, New York, I. GEORGE BRADFORD RIPLEY, New York, I. AMOS TENNEY, New York, I. Filed in the office of the secretary of state of Indiana, July 10, i860. CERTIFICATE OF ORGANIZATION. At a meeting of the directors of the Cincinnati and Chicago Air Line Railroad Company, held on the 26th day of July, i860, on motion it was resolved that a statement of the organization of this company as required by the laws of Indiana be executed by the president and secretary under its corporate seal and filed for record in the office of the recorder of the several counties through which the railroad of this company extends. A statement prepared by counsel for each of said counties was then presented, read and approved, and their execution in manner aforesaid ordered, a copy of said statement was directed to be entered upon the minutes of the company and is as follows: “Statement of the organiza- CORPORATE HISTORY. 573 tion of the Cincinnati and Chicago Air Line Railroad Company, orga¬ nized under the provisions of an act of the General Assembly of the state of Indiana, entitled ‘ An act authorizing the purchasers of rail¬ roads, plank roads, turnpike roads and macadamized roads, or parts thereof, under mortgaged sale or sales, made according to the terms of deeds of trust, to organize as incorporated companies and prescribing their powers and duties/ approved March 5, 1859, for the purpose of holding, owning, possessing, maintaining and operating the railroad hereinafter described. First. The said railroad commences at a point on the south side of the railroad passenger depot, in the city of Richmond, county of Wayne and state of Indiana, at the western terminus of the track of the Eaton and Hamilton Railroad Company, and extends in a northwesterly direc¬ tion through the counties of Wayne, Henry, Madison, Tipton, Howard and Cass, in said state, to the point of intersection of the track of the Chicago and Cincinnati Railroad Company with the tracks of the Toledo and Wabash Railway Company, and the Toledo, Logansport and Bur¬ lington Railroad Company, in Duret street, in the city of Logansport, in said county of Cass, and prior to said organization was known as the railroad of the Cincinnati and Chicago Railroad Company. Second. That said railroad was purchased by Pierre Chouteau, Jr., Uriel A. Murdock, Frederick C. Gebhard, John H. Thompson and Henry Morgan, on the twenty-eighth day of April, in the year one thousand eight hundred and sixty, at public auction in said city of Logansport; the sale thereof having been made by order of the Circuit Court of the United States for the seventh judicial circuit and district of Indiana, upon the foreclosure of a mortgage executed by the Cincinnati, Logansport and Chicago Railway Company to George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, trustees, dated April 1, 1853. Third. That the corporate name assumed by said organization is the Cincinnati and Chicago Air Line Railroad Company. Fourth. That the amount of the capital stock of said company is five hundred thousand dollars, and is divided into five thousand shares of one hundred dollars each, of which Pierre Chouteau, Jr., holds one share, Uriel A. Murdock holds sixteen hundred and sixty-four shares, Fred¬ erick C. Gebhard holds thirty-three hundred and thirty shares, John H. Thompson holds one share, Henry Morgan holds one share, George B. Ripley holds one share, Amos Tenne}*- holds one share and William D. Judson holds one share. Fifth. That the names of the directors of said company are Uriel A. Murdock, Frederick C. Gebhard, Henry Morgan, John H. Thompson, George B. Ripley, Amos Tenney and William D. Judson. Sixth. That William D. Judson is the president of said company, that Henry Morgan is its vice-president, that Warren Murdock is its treasurer and Amos Tenney its secretary. In witness whereof, the said Cincinnati and Chicago Air Line Rail¬ road company hath caused its corporate seal to be affixed to this state¬ ment, and the same to be signed by its president and secretary, this 26th day of July, one thousand eight hundred and sixty.” 574 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. DEED . 1 John H. Rea, Master and Commissioner, to Pierre Chouteau, Uriel A. Murdock and Others. Dated May 26, i860. Conveying railroad, properties, franchises, etc., of the Cincinnati and Chicago Railroad Company. Whereas, In a certain suit in chancery pending in the Circuit Court of the United States for the district of Indiana, wherein George Carlisle, trustee, was plaintiff and the Cincinnati and Chicago Railroad Company and others were defendants, a decretal order was issued out of the office of the clerk of said court bearing date the day of , i860, and directed to John H. Rea, special master and commissioner in said cause, which decretal order reads as follows in substance, viz.: The President of the United States of America to John H. Rea, commis¬ sioner, greeting. Whereas, At a Circuit Court of the United States for the seventh judicial circuit and district of Indiana, on the 14th day of March, A. D. i860, in chancery sitting, in a certain suit then pending before said court, wherein George Carlisle, trustee, etc., was complainant and the Cincin¬ nati and Chicago Railroad Company and others were respondents, the court did make and render their final decree therein, a certified copy of which is hereto annexed. You are therefore hereby commanded to proceed to execute said decree and to sell said property specified in said decree after giving thirty days’ notice of the time and place of such sale as in said decree directed, and to execute said decree in all things as specified and ordered by the court as therein set forth and make return thereof according to the terms and directions of said decree to the next term of said Circuit Court. Witness the Honorable Roger B. Taney, chief justice of the Supreme Court of the United States and the seal of the Circuit Court of the United States for the district of Indiana hereunto affixed at Indianapolis this 27th day of March, in the year of our Lord one thousand eight hundred and sixty. H. BASSETT, Clerk. The decree referred to in the foregoing order of sale reads in substance and effect as follows: “ It was among other things found and decreed that this cause came on to be heard on the bill and exhibits as to the parties defaulted, and on the bill, exhibits, admissions in the pleadings and agreements in open court of the parties who have appeared and an¬ swered and with the consent of the plaintiff. As to the said parties in default and heretofore called and defaulted, the court do now order and decree that the said bill and the matters and things therein contained be taken as true and confessed. And the court, by the agreement of the defendants, who have appeared to the bill and supplemental bill, and upon the default of those duly served with process and suffering default as aforesaid, do say and find as follows, viz.: 1 The Decree of Sale of the Cincinnati and Chicago Railroad is recited in full in this deed. CORPORATE HISTORY. 575 That the said defendant, the Cincinnati, Logansport and Chicago Railway Company was, on the first day of April, 1853, a corporation duly organized under the laws of the state of Indiana, and that as such corporation it had full power to execute the bonds and mortgage in suit. The court do further find that on the said first day of April, 1853, the said last named defendants did execute the sterling bonds in the bill of complaint mentioned in the manner and for the purposes therein alleged, and did execute the mortgage in the bill of complaint specified to secure the sterling bonds. The court do further find that the said mortgage was duly recorded ^nd the bonds duly endorsed by the trustee and negotiated; and that the said bonds are valid and subsisting obligations against the said railroad company and its corporate property, subject only to the equities and priorities hereinafter mentioned. The court do further find that the said Cincinnati, Logansport and Chicago Railway Company consolidated with the other railroad, de¬ fendants in this suit, as alleged in the bill of complaint, and became and was thenceforth known as the Cincinnati and Chicago Railroad Com¬ pany, and that by said name and style, in accordance with the stipula¬ tions of the said sterling mortgage, the said company issued dollar bonds to the amount of two hundred and forty thousand dollars, which the court do further find to be secured by the said sterling mortgage and to stand on a par with the said sterling bonds in the security afforded by the said mortgage. The court do further find that there is due on the several bonds, to wit: the said sterling and dollar bonds secured by the said mortgage of April 1, 1853, up to the first day of November, 1859, the sum of four hundred and thirty-two thousand dollars ($432,000), and for the payment of which the said mortgaged property in the said bill specified is held and liable subject to priorities; that the sam sterling bonds secured by said mort¬ gage and the dollar bonds secured by the same mortgage amount, the principal to fourteen hundred and forty thousand dollars and the interest found due thereon to the sum of four hundred and thirty-two thousand dollars, in all to the sum of $1,872,000 (eighteen hundred and seventy-two thousand dollars). The court do further, by agreement of parties, find that the said con¬ solidated company, the Cincinnati and Chicago Railroad Company, issued five hundred thousand dollars of bonds, secured by mortgage, to Bundy and White, the defendants, as trustees, as alleged in the bill of complaint; but it is further found that of this issue of $500,000, only three hundred and fifty thousand dollars were negotiated by the company, and that these bonds so negotiated are a valid lien for principal and interest on said mortgaged property, subject to the priorities hereinafter declared. The court do further find that said company executed a further mort¬ gage on the rolling stock and lands to secure certain endorsers of the company’s obligations to Martin L. Bundy, which mortgage has been foreclosed by the said Bundy, trustee, in the courts of the state of In¬ diana, as is alleged in the supplemental bill in that behalf, which is also a lien on the mortgaged property, subject to prior encumbrances herein¬ after declared. 5?6 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. The court do further find that the said defendant, the Cincinnati and Chicago Railroad Company, executed the lease and construction contract, “ Exhibit J ” of the bill of complaint, and that J. W. Wright & Co. assigned their interest therein to the defendants, William D. Judson and George B. Ripley, to whom (Judson and Ripley) there is due on said construction contract for constructing the road from Anderson to Ko¬ komo, furnishing materials, rolling stock and making repairs thereon, the sum of three hundred and fifty thousand dollars ($350,000), which road so constructed and such rolling stock and material so furnished, the court'further find were held continuously by J. W. Wright & Co. or by the said Judson and Ripley, and said property was never delivered, nor under said “ Exhibit J ” was or is to be delivered to the railroad company until the expiration of the time and the payment of the sum of money in the said contract “ Exhibit J ” specified, and the court do further find that the time had not expired nor had the sum of money specified in “ Exhibit J ” been in any manner paid to the said Wright & Co. or to their said assigns, Ripley and Judson, and that the said cost of construction is therefore a valid and subsisting lien on the said rail¬ road superior in equity to the lien of any of the bonds and mortgages hereinabove specified on the said road from Anderson to Kokomo. The court do further find that the claims of John H. Bradley and others (here insert the names of all the floating debt creditors) are not properly before the court, that they are not parties to the original bill, that they have no specific lien or mortgage to enforce, but are floating debt creditors, their claims are dismissed without prejudice at their costs respectively. The court do further find that the claims filed by A. Boyd Hamilton and others (bondholders) are already represented in court and fully protected by the trustees of these bonds respectively, and those filed by others as stockholders are already represented in this case by the railroad company and their interests protected, and that their claims are also dismissed without prejudice at their costs respectively. The court do further find that by the original charter of the defendant the New Castle and Richmond Railroad Company, the road extended only from the town of Richmond, Wayne county, to the town of New Castle, Henry county; that by the act of the legislature of January, 1857, the New Castle and Richmond Railroad Company was authorized to be extended, its road to intersect the Peru Railroad or the Lafayette aJid Indianapolis Railroad at any point the New Castle Company might select, and that in pursuance of such power the said road was extended from New Castle to Logansport, in Cass county. The court do further find that after the said extension of the contem¬ plated road to Logansport and before the execution of the sterling bonds above mentioned, to wit, in February, 1853, the said New Castle and Richmond Railroad, in pursuance of the act of the legislature authorizing railroad companies to change their names, changed its name to the said name by which the sterling bonds were afterwards executed as above found, viz., the Cincinnati, Logansport and Chicago Railway Company. The court further find, that after the adoption of the said extension act by the New Castle and Richmond Railroad Company, and thence CORPORATE HISTORY. 577 through all the changes of name^ and consolidations mentioned and to be mentioned, the road contemplated by the several mortgages above specified extended from Richmond to Logansport and embraced the en¬ tire line made and to be made between those points. And the court do further find, that the said defendant, the Cincinnati, Cambridge and Chicago Short Line Railway Company and the defendant, the Cincinnati, New Castle and Michigan Railroad Company, were separate corporations, the former lying south, the latter north of New Castle, that they were duly organized under the general railroad law, that the said roads consolidated with each other and became one corpora¬ tion, that this consolidated road again consolidated with the said Cincin¬ nati, Logansport and Chicago Railway Company, organized under the special charter referred to, and thence and thereby became and formed the consolidated company since known as the Cincinnati and Chicago Railroad Company, and that by the said last consolidation the special charter was abandoned and the consolidated company was thence gov¬ erned by and existed under the general railroad law of the state. The court do further find, that in February, 1852, and while the New Castle and Richmond Railroad was operating under the original charter, the extension thereof from Richmond to Logansport under the act of February, 1851, the said New Castle and Richmond Railroad Company executed their bonds for three hundred thousand dollars and their mort¬ gage, “Exhibit G” of the bill of complaint, to secure Joseph B. Var- num and George Carlisle as trustees, which mortgage is the first lien upon said railroad to the extent and in the terms expressed in the said mortgage, “ Exhibit G.” The court do further find that the said railroad companies, defendants, each and every of them, are wholly insolvent, and that the mortgaged property is the sole fund to pay the said mortgaged debts or any part thereof. The court do further find that the said mortgages were forfeited and the title to the property thereby conveyed had become absolute in the trustees respectively, subject only to the priorities among said mortgages and subject also to the equitable right to redeem by the payment of the interest due. The court do further find that the said mortgaged property is not susceptible of division; that the several parts constituting the operative road, consisting of roadbed, superstructure, rolling stock, fixtures, masonry, machine shops, tools and equipments of every description are but parts of the road, each essential to the road and to its use by the public, and its value to the purchaser, and that the whole mortgaged property, real, personal and mixed, should be sold as an entirety, with all its accessions and incidents up to the date of decree rendered, and the proceeds distributed among the mortgagees according to their respective priorities. The court further find that the said mortgages expressly waive all bene¬ fits of valuation and appraisement laws of the state of Indiana, and that at the date and delivering of the said mortgages respectfully it was lawful for the parties so to contract. 37 578 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. The court do further find, that the .said sterling mortgage securing both the sterling and dollar bonds as above found, and the said Bundy and White mortgage to the extent of the bonds negotiated before the commencement of this suit are subject to said priorities, a valid and subsisting lien on the entire road from Richmond to Logans- port, and upon all the property in “ Exhibit K ” mentioned, including the depot grounds, cattle yards, gravel piles, machine shops, wood sheds, warehouses, depot and passenger houses, roadbed, iron rails, tracks, side tracks, switches, turn-tables, water stations and tanks, fixtures, fences, bridges, culverts, viaducts and every structure, building and erec¬ tion, and the tools, material, furniture and equipments of every descrip¬ tion connected with the said road, and the motive power, machinery, cars of every class, and wood, oil and every species of material used in the operation thereof, whether owned at the date of the said mortgages or subsequently acquired, and all the income and accessions thereof of every kind whatsoever, are embraced in said mortgages respectively according to their terms ana priority. The court do further find that the locomotives “ Nathaniel Marsh ” and “ J. B. Curtis ” and the “ Rogers and Wiggins ” cars, so called, are not embraced in the mortgage and are not subject under this decree. The court do further find that upon the sale of the said property upon the said mortgage of April i, 1853, the proceeds of the said sale shall be applied to the costs and to the said several mortgages according to their priority as follows, viz.: 1. The cost of suit to be taxed, etc., the fees of attorneys of record, the allowance to the trustee and the allowance to the commissioner hereinafter to be appointed, to be determined by the court and taxed as cost in the case and to be first paid in cash. 2. The sum of three hundred and fifty thousand dollars due Ripley and Judson for the construction of the road as aforesaid. 3. The interest due on the said sterling and dollar bonds secured by the said mortgage of April 1, 1853, amounting to the said sum of four hundred and thirty-two thousand dollars ($432,000). 4. The residue, if any, to be applied to the payment of the sterling and dollar bonds secured by the mortgage of April 1, 1853; and as the said bonds respectively draw interest payable semi-annually, the court do further find that there shall be no rebatement or discount on the pay¬ ment of the said sterling and dollar bonds because of the payment of the whole or any part thereof before due. 5. That if there is still any residue after the above payments, then to be applied to the payment of the White and Bundy bonds upon the same principles as are above applied to the said sterling and dollar bonds. 6. That the residue yet remaining, if any, after the payments above named, shall be applied to such other creditors as show themselves equitably entitled thereto. As to the said Bundy decree or other claims against the company according to their priority, the court do find that the said injunction granted against said Bundy, Coffin and others upon the supplemental bill at the May term, 1859, should in equity be and it is accordingly hereby made perpetual. CORPORATE HISTORY. 579 It is therefore ordered, adjudged and decreed by the court as follows: That the said Cincinnati and Chicago Railroad Company do, within ten days from date of decree, pay to the clerk of this court the interest on the said sterling and dollar bonds secured by the mortgage of April I, 1853, amounting to the said sum of four hundred and thirty-two thousand dollars, being the installments of interest overdue and unpaid up to November 1, 1859, on the said sterling and dollar bonds, and that the said clerk pay over said moneys when recovered to the said plaintiff, George Carlisle, trustee, etc., for the use and benefit of the holders of said bonds and interest notes. That in default of such payment within the time limited, then that a decretal order issue to John H. Rea, of Indianapolis, who is hereby appointed a special master in that behalf, commanding him to advertise said premises embraced in and covered by said sterling mortgage of the said defendant, the Cincinnati, Logansport and Chicago Railway Com¬ pany, as hereinabove described and set forth, subject to the Varnum and Carlisle mortgage, as to which no immediate foreclosure is sought and no decree is now to be entered, the court reserving the right to make such further order or decree as may be necessary, and sell the same at the door of the court house in the city of Logansport, Cass county, Indiana (through which county said river) to the highest bidder for cash and without the benefit of valuation or appraisement laws, the said road and all its privileges, appurtenances, equipments and furniture of every kind as hereinabove described, to be offered and sold as an entirety, constituting in all its parts an entire thing. That said master on the sale aforesaid, on the conditions hereinafter mentioned, convey to the purchaser and put in possession, subject to the approval and confirmation of the court at its next term. It is further ordered and decreed that the said property shall not be sold for less than twenty-five thousand dollar, which shall be paid in cash at the sale, nor shall any bid be received or entertained until the person or persons bidding shall deposit with the said Rea, commissioner as aforesaid, one hundred and twenty-five thousand dollars in cash, or four hundred thousand dollars in sterling or dollar bonds secured by the sterling mortgage of April 1, 1853, as security for the payment of the bid in case the property should be struck off to such person or persons, which deposit shall be abso¬ lutely forfeited to the uses of the trust in the hands of Carlisle, plaintiff, if the said successful bidder or bidders should fail to pay or account for the purchase money to the satisfaction of the court on the final distribu¬ tion of the fund and approval of the sale, and that the possession of the purchaser under the sale between the day of sale and the payment of the purchase money and the approval of that sale by the court, shall be a possession under the control of the court at all times until the sale is approved and the purchase money settled. It is further ordered and decreed that the sale so made and the con¬ veyance thereof shall convey to the purchaser all the right, title, interest and claim, both legal and equitable, together with the equity of redemp¬ tion, of the said defendants, and each of them, in and to the said premises hereinabove described, and every part and parcel thereof, subject only I 580 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. to the equities of the Varnum and Carlisle mortgage from New Castle to Richmond, on the terms and to the extent in the said mortgage ex¬ pressed) and that the lien of the said Varnum and Carlisle mortgage, whatever it may be, is not to be in any wise affected by the foreclosure and sale under the sterling mortgage, and as to all creditors, viz., the sterling and dollar bondholders, under the mortgage of April 1, 1853, the Bundy and White mortgage bondholders, the Bundy chattel mortgage bondholders or creditors, and all other classes of creditors or their trustees parties to this proceeding, their rights in and to the said prem¬ ises, so decreed to be sold, are hereby forever barred, foreclosed and extinguished, and as to said creditors and each of them the proceeds shall take the place and stand instead of the said mortgaged premises. It is further ordered, that the said Rea be appointed a master com¬ missioner in this behalf; that before entering on his duties as such commissioner he take and subscribe an oath impartially and to the best of his skill and ability discharge and execute the duties of commissioner as aforesaid, which oath shall be filed with the papers in the cause and a copy thereof endorsed on the order of sale to be issued herein as afore¬ said. It is further ordered, that the said conduct the advertisement and sale in all other respects as real estate is sold by the marshal on execution at law, and of his proceedings make report and return to this court. It is further ordered and decreed, that on the approval of the sale and distribution of the proceeds the purchaser of the road, if he or they be also the holder of any claims against the railroad as bondholders or otherwise, may, in settling the purchase money, be at liberty to settle so much of said purchase money as his distributive share of the proceeds in their equitable order as provided by this decree may be; not, however, to affect the payment into court of the said sum of twenty-five thousand dollars on the closing of the bill.” And whereas, I, the said John H. Rea, master and commissioner as aforesaid, on the 28th day of March, A. D. i860, advertised in the “ Demo¬ cratic Phases,” a weekly newspaper published and in general circulation in the county of Cass, in the state and district of Indiana, the rents and profits for a term of seven years of the said mortgaged premises, and also said mortgaged premises themselves as an entirety, to be sold at the court house in the city of Logansport, in said county, at public auction, on the 28th day of April, A. D. i860, between the hours of 10 o’clock A. M. and 4 o’clock P. M. of said day, said advertisement was published-in said paper for more than thirty days consecutively before the day of sale named therein, and on the 28th day of April, A. D. i860, between the hours of 11 o’clock A. M. and 4 o’clock P. M. of said day, to wit, at the court house door at eleven o’clock A. M., I attended at said court house door and then and there offered for sale at public auction the rents, issues and profits of said premises so decreed to be sold pursuant to said decree, and no one bid for the same. Therefore I offered the said mortgaged premises, so decreed to be sold themselves as an entirety, for sale at public auction pursuant to said decree, where- CORPORATE HISTORY. 581 upon Pierre Chouteau, Jr., Uriel A. Murdock, Frederick C. Gebhard, John H. Thompson and Henry Morgan bid the sum of thirty thousand dollars therefor, subject to the mortgage set forth in said decree, they having complied with the terms of said decree in regard to the deposit therein mentioned, and that being the highest and best bid, I thereupon openly struck off and sold the same to them for said sum of thirty thou¬ sand dollars, they being the highest and best bidder for said premises, property and effects aforesaid in the decree described. Now, know all men by these presents, that I, John H. Rea, master and commissioner as aforesaid, pursuant to said decree and order of sale so made as aforesaid, and in pursuance of the sum of thirty thousand dollars in cash, to me in hand paid by the said Pierre Chouteau, Jr., Uriel A. Murdock, Frederick C. Gebhard, John H. Thompson and Henry Morgan, the receipt whereof is hereby acknowledged, have bar¬ gained and sold, and do by these presents sell, grant and convey to the said Pierre Chouteau, Jr., Uriel A. Murdock, Frederick C. Gebhard, John H. Thompson and Henry Morgan, their heirs and assigns, forever, all and singular the said mortgaged premises, property and effects of every description as an entirety, so decreed to be sold and so sold as aforesaid, reference being hereby made to said decree as hereinbefore set forth for a more full and particular description thereof (except the loco¬ motives “Nathaniel Marsh” and “ J. B. Curtis” and the “Rogers and Wiggins cars ” as therein excepted). To have and to hold the said premises hereby granted and conveyed to the sole and proper benefit and behoof of them, the said Pierre Chouteau, Jr., Uriel A. Murdock, Frederick C. Gebhard, John H. Thomp¬ son and Henry Morgan, their heirs and assigns forever, subject, never¬ theless, to the lien of the said “ Varnum and Carlisle mortgage ” in said decree and order of sale set forth in all respects as though this deed had never been executed, but free and wholly discharged from all the other liens in said decree mentioned and set forth, and free from all claims and demands whatsoever of the said defendants and parties to said decree and each and every of them. In witness whereof, I have, as such commissioner aforesaid, hereunto set my hand and seal, this 26th day of May, i860. JNO. H. REA. Duly acknowledged before William Wallace, notary public, Marion county, Indiana, May 26th, i860. Recorded, Cass county, July 7, i860, Deed Record S, page 566. DEED. Pierre Chouteau and Others to the Cincinnati and Chicago Air Line Railroad Company. Dated July 11, i860. Conveying railroad, properties, franchises, etc., of the Cincinnati and Chicago Railroad Company. This indenture, made this eleventh day of July, in the year of our Lord, one thousand eight hundred and sixty, between Pierre Chouteau, Jr., of the city of St. Louis, in the state of Missouri, Uriel A. Murdock, 582 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Frederick C. Gebhard, John H. Thompson and Henry Morgan, all of the city and state of New York, parties of the first part, and the Cin¬ cinnati and Chicago Air Line Railroad Company, party of the second part, and Emilie, the wife of said Chouteau, Maria L., the wife of said Murdock, Kate, the wife of said Gebhard, and Jane C., the wife of said Thompson, parties of the third part, witnesseth: That whereas, The said parties hereto of the first part, became the purchasers of the railroad of the Cincinnati and Chicago Railroad Com¬ pany, hereinafter more particularly described, and of certain other prop¬ erty and franchises formerly owned or possessed by said railroad com¬ pany, at a sale thereof, made on the twenty-eighth day of April, one thousand eight hundred and sixty, at the court house in the city of Logansport, in the state of Indiana, by John H. Rea, special master and commissioner, named in and under and pursuant to a certain decree of the Circuit Court of the United States for the seventh judicial circuit and district of said state, for the foreclosure of a certain mortgage exe¬ cuted by the Cincinnati, Logansport and Chicago Railway Company (the former corporate name of said Cincinnati and Chicago Railroad Company) to George Washington Riggs, Jr., George Alfred Hamilton and George Carlisle, trustees, dated on the first day of April, one thou¬ sand eight hundred and fifty-three, to secure the payment of its bonds therein mentioned. And whereas, The said sale, made as aforesaid, has been duly con¬ firmed by said court, and the said John H. Rea, special master and com¬ missioner as aforesaid, pursuant to said decree and the order of sale therein contained, did by deed bearing date the twenty-sixth day of May, one thousand eight hundred and sixty, duly executed and delivered to said parties hereto of the first part, grant and convey unto them all and singular the said railroad of the said Cincinnati and Chicago Railroad Company, from Richmond, in the county of Wayne, to Logansport, in the county of Cass, in said state of Indiana, and all the property and franchises in said mortgage mentioned, including the depots, grounds, cattle yards, gravel pits, machine shops, wood sheds, warehouses, depot and passenger houses, roadbed, iron rails, tracks, side tracks, switches, turn-tables, water stations and tanks, fixtures, fences, bridges, culverts, viaducts, and every structure, building and erection, and the tools, ma¬ terials, furniture and equipments of every description connected with said road, and the motive power, machinery, cars of every class, cord wood, oil and every species of material used in the operation of said railroad (except the locomotives “Nathaniel Marsh" and “J. B. Cur¬ tis ” and the “ Rogers & Wiggins ” cars). And whereas, The said parties Qf the first part, the purchasers of said road and its appurtenances, have assumed the name of the “ Cincinnati and Chicago Air Line Railroad Company," and under that name have organized a corporation in pursuance of a statute of the state of In¬ diana, entitled “ An act authorizing the purchasers of railroads, plank roads, turnpike roads and macadamized roads, or parts thereof, under mortgaged sale or sales made according to the terms of deeds of trust, to organize as incorporated companies and prescribing their powers and duties,’ approved March 5, 1859, and of the laws of said state, and CORPORATE HISTORY. 583 said party hereto of the second part is such corporation, duly formed and organized as aforesaid. And whereas, For the purpose of vesting in said party of the second part the said railroad and its appurtenances, and the rights, privileges, franchises and immunities acquired by said parties of the first part over said road, and in consideration of the making and delivery by the said party of the second part to the said parties of the first part of certain shares of its stock and certain bonds, the amounts, forms and denomina¬ tions of which are described and stated in the articles of association made between the said parties hereto of the first part, dated the day of , one thousand eight hundred and sixty, they, said parties of the first part, have agreed to sell and convey to said party of the second part the said railroad and its appurtenances, and all the aforesaid rights, privileges, franchises and immunities, and all the said property and effects conveyed to them by the said John H. Rea as afore¬ said. Now, therefore, in consideration of the premises, and of the making and delivery to the said parties hereto of the first part of the aforesaid stock and bonds, and of one dollar, the receipt whereof is hereby ac¬ knowledged, the parties hereto of the first part and the several parties hereto of the third part have and each of them has granted, bargained, sold, assigned, transferred and set over, and do and each of them doth by these presents grant, bargain, sell, assign, transfer and set over unto the said party hereto of the second part, all the right, title and interest of them, the parties hereto of the first and third parts, and of each or either of them, acquired by virtue of the aforesaid sale and purchase, and of the deed of the said John H. Rea, master and commissioner as afore¬ said, dated the twenty-sixth day of May, one thousand eight hundred and sixty, hereinbefore referred to, of, in and to all and singular the railroad and its appurtenances, and all the estate, real, personal or mixed, and all the property, franchises, rights, effects and things of whatever name or nature, embraced in or conveyed by said deed or which were purchased by them at said sale, under and by virtue of said decree hereinbefore referred to. Provided, nevertheless, and it is the true intent and meaning of these presents, that nothing herein contained shall be construed to express or imply any covenant by the parties of the first or third part hereto, or either of them, but that this instrument shall operate to convey on behalf of the said parties all the estate and interest in the railroad and appur¬ tenances, property, effects, rights, franchises and things hereinbefore described or referred to, which the said parties, each or either of them, might hold by virtue of the aforesaid purchase and conveyance; and which the said parties, each for himself or herself, and not one for the other, can lawfully and rightfully convey, and no more. To have and to hold the same unto said party of the second part, its successors and assigns to and for its and their own proper use, benefit and behoof for ever, as fully as the said parties of the first and third parts can convey the same as aforesaid and not otherwise. And each of the said several parties of the third part, for the con¬ sideration aforesaid of one dollar, to her in hand paid, the receipt whereof 584 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. from the said party of the second part is hereby acknowledged, has joined with her said husband above named in these presents, and has released and does hereby release unto the said party of the second part all her right and title of dower in all and singular the premises herein¬ before granted and conveyed. In witness whereof, the said parties hereto of the first and third parts have hereunto set their hands and seals the day and year first above written. PR. CHOUTEAU, Jr., EMILIE CHOUTEAU, U. A. MURDOCK, FRED. C. GEBHARD, KATE GEBHARD, HENRY MORGAN, MARIA LOUISA MURDOCK, JOHN H. THOMPSON, JANE C. THOMPSON. Sealed and delivered in the presence of S. PERIT RAWLE. H. DUNLAP, as to U. A. and M. L. Murdock, F. C. and K. Gebhard, H. Morgan and J. H. Thompson. THOS. S. RIVETT, as to signature of Jane C. Thompson. Acknowledged by P. Chouteau and Emilie Chouteau before S. Perit Rawle, notary public, St. Louis county, Mo., July n, i860; by U. A. Murdock, Maria Louisa Murdock, Henry Morgan, John H. Thompson, Frederick Gebhard and Kate Gebhard before Henry Dunlap, commis¬ sioner for Indiana in New York, July 19 and 20, i860, and by Jane C. Thompson before Thos. S. Rivett, notary public, New York City, July 26, i860. Recorded in Record of Deeds following counties in Indiana: Wayne, August 16, i860, vol. 27, page 513; Henry, August 10, i860, vol. 3, page 536; Cass, August 11, i860, vol. S, page 628; Madison, August 11, i860, vol. 23, page 342; Tipton, August 17, i860, vol. 2, page 470; Howard, August 17, i860, vol. L, page 431. FIRST MORTGAGE. Cincinnati and Chicago Air Line Railroad Company to Matthew Morgan and Frederick Schuchardt, Trustees. Dated August 1, i860. Securing $1,600,000 bonds, dated August 1, i860, payable August 1, 1890, bearing 7 per cent, interest, and $300,000 bonds to be issued at a future time. This indenture, made the first day of August, in the year of our Lord, one thousand eight hundred and sixty, between the Cincinnati and CORPORATE HISTORY. 585 Chicago Air Line Railroad Company, of the first part, and Matthew Morgan and Frederick Schuchardt, of the city of New York, of the second part. Whereas, The said party of the first part is a corporation duly formed and organized in pursuance of a statute of the state of Indiana, entitled “ An act authorizing the purchasers of railroads, plank roads, turnpike roads and macadamized roads, or parts thereof, under mortgaged sale or sales, made according to the terms of deeds of trust to organize as incorporated companies and prescribing their powers and duties,” ap¬ proved March 5, 1859, and of the laws of the state of Indiana. And whereas, Said party of the first part has become vested with the title to the railroad formerly known as the Cincinnati and Chicago Rail¬ road, with its appurtenances, and of other property and franchises, formerly owned or possessed by the Cincinnati and Chicago Railroad Company by deed bearing date the eleventh day of July, one thousand eight hundred and sixty, made and delivered to said party of the first part by Pierre Chouteau, Jr., Uriel A. Murdock, Frederick C. Gebhard, John H. Thompson and Henry Morgan, purchasers of said railroad, property and franchises in conformity to the aforesaid statute and the laws of said state of Indiana. And whereas, The said party of the first part, for the purpose of secur¬ ing the payment of debts contracted in and by the purchase and acquisi¬ tion of said railroad, property and franchises hath resolved to make and deliver a series of bonds to be secured by these presents, amounting in the aggregate to one million six hundred thousand dollars, consisting of fourteen hundred bonds of the denomination of one thousand dollars each, numbered consecutively from one (1) to fourteen hundred (1400), both inclusive; two hundred bonds of the denomination of five hundred dollars each, numbered consecutively from fourteen hundred and one (1401) to sixteen hundred (1600), both inclusive; and two hundred and fifty bonds of the denomination of four hundred dollars each, numbered consecutively from sixteen hundred and one (1601) to eighteen hundred and fifty (1850), both inclusive, which bonds are dated on the first day of August, one thousand eight hundred and sixty, are payable on the first day of August, one thousand eight hundred and ninety, at the Continental Bank in the city of New York, bear interest from the day of the date thereof, at the rate of seven per centum per annum, payable semi-annually at said bank on the first days of February and August in each year, are equally secured by this instrument, and except as to the denomination thereof are in the form following: No. - United States of America. $- State of (Vignette) Indiana. The Cincinnati and Chicago Air Line Railroad Company. Seven Per Cent. First Mortgage Bond. The Cincinnati and Chicago Air Line Railroad Company hereby ac¬ knowledges that it owes and is indebted unto Matthew Morgan and Frederick Schuchardt, of the city of New York, in the sum of dollars, lawful money of the United States of America, for value received, which sum said company hereby promises and agrees to pay to said 586 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Matthew Morgan and Frederick Schuchardt or bearer at the Continental Bank in the city of New York, on the first day of August, 1890, with interest at the rate of seven per centum per annum, from the date hereof, payable half-yearly on the first days of February and August in each year until said principal sum shall be paid, on presentation and surrender at said banking house of the annexed interest warrants as the same shall respectively become due and payable; and the said company further agrees that in case said interest or any part thereof shall not be paid on any day whereon the same shall become due and payable, and shall remain in arrear thirty days after payment of the same shall have been demanded, that then and thenceforth the whole amount of said principal sum of dollars shall forthwith, at the option of the holder of this bond, become and be immediately due and payable, anything herein contained to the contrary notwithstanding. This bond is one of a series of bonds of like tenor and date, a part of which are in the sum of one thousand dollars, a part in the sum of five hundred dollars, and a part in the sum of four hundred dollars, amounting in the aggregate to one million six hundred thousand dollars, all of which bonds are issued for the lawful debts of said company and are secured by a mort¬ gage of its railroad, corporate property and franchises to said Matthew Morgan and Frederick Schuchardt, of the city of New York, trustees, dated the first day of August, i860, and duly recorded in the several counties through which said railroad runs, which said mortgage pro¬ vides for equally securing an issue of bonds to the further amount of three hundred thousand dollars, which shall be issued only in payment of or exchange for an equal amount of bonds now secured by a mort- , gage to Joseph B. Varnum and George Carlisle as trustees upon twenty- seven miles- of said railroad from New Castle to Richmond, in the state of Indiana, the whole amount of bonds thereby secured being three hundred thousand dollars. In witness whereof, the said Cincinnati and Chicago Air Line Rail¬ road Company, pursuant to a resolution of its board of directors, has caused these presents to be executed by its president, attested by its secretary and its corporate seal to be hereto affixed, and the coupons hereto annexed to be signed by its secretary, at the city of Richmond, in the state of Indiana, this first day of August, in the year of our Lord one thousand eight hundred and sixty. Countersigned by order of the board, -, President. Attest: -, Secretary. -, Treasurer. All of which bonds so issued or to be issued are hereby declared and agreed to be given as consideration for the purchase of said railroad, property rights and franchises as hereinbefore recited, and all or either of said bonds may pass by delivery or may be registered on the books of the company, at the option of the holder, and after such registration and the endorsement of a certificate thereof upon the bond, no transfer CORPORATE HISTORY. 587 shall be valid unless such transfer be registered and endorsed as afore¬ said, or unless the last registry be to bearer or in blank. The said com¬ pany hereby expressly reserving the right at any time hereafter to exe¬ cute and issue under the provisions of this mortgage an additional number of bonds to the further amount of three hundred thousand dollars, to be numbered from eighteen hundred and fifty-one (1851) to two thousand one hundred and fifty (2150), both inclusive, which bonds when issued and delivered are hereby placed on an equal security under this instrument with the bonds first described, it being however agreed that said additional bonds, or any part thereof, shall not be issued except in payment of or in exchange for an equal amount of the bonds of the New Castle and Richmond Railroad Company heretofore issued and now outstanding and unpaid, secured by a mortgage to Joseph B. Var- num and George Carlisle on that part of said railroad which extends from Richmond to New Castle, a distance of twenty-seven miles, dated the twenty-fifth day of February, one thousand eight hundred and fifty- two. Now, this indenture witnesseth, That the said party of the first part, in consideration of the premises and of one dollar paid, the receipt whereof from said parties of the second part is hereby acknowledged, and in order to secure the payment of the principal and interest, of the bonds aforesaid issued, or to be issued, as herein recited and provided, as the same shall become payable according to the tenor of said bonds and of the coupons thereto annexed, hath granted, bargained, sold, con¬ veyed and transferred, and doth by these presents grant, bargain, sell, convey and transfer unto the said parties of the second part, and the survivor of them and their successors in the trust herein created, all the railroad of said party of the first part, which commences at a point on the south side of the railroad passenger depot in the city of Richmond, Wayne county, Indiana, at the western terminus of the track of the Eaton and Hamilton Railroad Company, and extends in a northwesterly direction through the counties of Wayne, Henry, Madison, Tipton, Howard and Cass, in said state of Indiana, to the point of intersection of the track of the Chicago and Cincinnati Railroad Company with the tracks of the Toledo and Wabash Railway Company and the Toledo, Logansport and Burlington Railroad Company, in Duret street, in the city of Logansport, in the county of Cass, in said state, whether entirely constructed or to be constructed or finished, all ways and rights of way, depot grounds and other lands, cattle yards, gravel pits, machine shops, wood sheds, warehouses, depot and passenger houses, roadbed, iron rails, tracks, side tracks, switches, turn-tables, water stations, tanks, fixtures, fences, and all bridges, culverts, viaducts and every structure and building constructed or to be constructed, and the tools, materials, furniture and equipments of every description connected with said road, and the locomotives, motive power, machinery, cars of every class and kind, cord wood, oil and every species of materials used or to be used in and about the constructing, operating, repairing or replacing the said rail¬ road or any part thereof, or any of its equipments, all of which things are hereby declared to be appurtenances and fixtures of the said railroad. 588 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Also all the corporate property and effects of the said party of the first part now owned or possessed, or that may be hereafter acquired by it, and also all franchises connected with or relating to the said railroad, now held or that may hereafter be acquired or exercised by said party of the first part, together with all and singular the tenements, heredita¬ ments and appurtenances thereunto belonging or in any wise appertain¬ ing, and the reversions and remainders, tolls, incomes, rents, issues and profits thereof, and also all the estate, right, title, interest, property, possession, claim and demand whatsoever, as well in law as in equity, of the said party of the first part of, in and to the same, and every part thereof with the appurtenances. To have and to hold the above de¬ scribed premises and every part thereof, with the appurtenances, unto the said parties of the second part, and the survivor of them, and their successors forever in trust for the person or persons, bodies politic or corporate who shall become the holders of said bonds, or any part of them, subject to the terms and stipulations of the said bonds, and sub¬ ject to the possession, control and management of the directors of the said party of the first part, so long as the said party of the first part shall well and truly perform all and singular the stipulations of the bonds aforesaid, and the covenants of this indenture, but in case default shall be made by the said party of the first part, its successors or assigns, in the payment of any interest on any of the aforesaid bonds, issued or to be issued as aforesaid, on presentation and surrender of the warrant therefor as in said bonds provided, or in payment of the principal of any such bonds as the same shall become due and payable, and if such default shall continue for the period of thirty days, it shall then be lawful for the said parties of the second part, and the survivor of them and their successors, in person or by their or his attorneys or agents, to enter into and upon and take possession of all and singular the premises hereby conveyed or intended so to be, and each and every part thereof; and in person or by their or either of their attorneys or agents to have, hold, use and enjoy the same themselves or by their superin¬ tendents, managers, receivers or servants operating said railroad and conducting the business thereof, and making from time to time all need¬ ful alterations, repairs and additions to said railroad, as fully as the party of the first part might have done, before such entry and to collect and receive all tolls, freights, rents, issues and profits of the same and every part thereof, and after deducting the expenses of operating the said railroad and conducting its business and of all repairs, alterations and additions that may have been made, and of all payments for taxes, assessments, charges or liens on said premises, or any part thereof, and all just compensation to said parties of the second part for their or either of their services, to apply the residue of the moneys arising as aforesaid to the payment of the interest of all the said bonds remaining unpaid, and also of the principal of such of said bonds as shall have become due, according to the stipulations therein contained, or the said parties of the second part, or the survivor of them, or the successors of them, at his discretion, may, or upon the request in writing of the holders of said bonds to the amount of at least two hundred and fifty thousand CORPORATE HISTORY. s§9 dollars, on which interest or principal is not duly paid, shall cause all and singular the said premises hereby conveyed or intended to be, so much thereof as shall be necessary to pay and discharge the principal and interest of all the bonds hereby secured and then remaining unpaid, and all right, benefit and equity of redemption of the party of the first part, its successors and assigns in said premises, to be sold at public auction at such time and place and in such manner as shall be lawful, and execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance, in fee simple for the same, which sale so to be made shall be a perpetual bar, both in law and equity, against the said party of the first part, its successors and assigns, and all other persons claiming or to claim the said premises, or any part thereof, by, from or under said party of the first part; and the said parties of the second part, and the survivor of them and their successors, after deducting from the proceeds of said sale all just allowances for the expenses of the sale, including attorneys and counsel fees, and all other reasonable expenses, advances and liabilities which may have been made or incurred, by said parties of the second part, or either of them, in operating or maintaining said railroad or managing its business, shall apply so much of the pro¬ ceeds as may be necessary pro rata to the payment and satisfaction, first of the interest and then of the principal due or unpaid upon all the bonds secured hereby; and shall restore the residue thereof to the said party of the first part, its successors or assigns, it being hereby expressly understood and agreed that in no case shall any claim or advantage be made or taken of any valuation, appraisement, stay or extension laws by the said party of the first part, its successors or assigns, nor shall any injunction or stay of proceedings or any process be obtained or applied for by it or them to prevent such entry or sale as aforesaid; and the said party of the first part hereby covenants and agrees to and with the said parties of the second part and their successors in the trust hereby created, that said party of the first part, its successors and assigns shall and will, from time to time, and at all times hereafter, execute, deliver and acknowledge all and every such further deeds, conveyances and assurances in the law as shall be or become necessary, and the said parties of the second part, or their successors, or their counsel learned in the law shall reasonably advise or require for the better effectuating the objects and purposes of these presents, and securing unto said parties of the second part and their several successors in the trust hereby created all the premises hereby conveyed or expressed or intended to be con¬ veyed, as well the property that may be hereafter acquired as that now owned or possessed by said party of the first part. It is hereby mutually agreed, and these presents are upon the express condition that the payment of the principal and interest of all the bonds secured thereby, the estate hereby granted shall be void and the right to the premises hereby conveyed shall revert to and revest in said party of the first part, its successors and assigns, without any acknowledg¬ ment of satisfaction, re-conveyance, re-entry or other act. And it is mutually agreed by and between the parties hereto as a con¬ dition on which the parties of the second part have assented to these 590 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. presents, that until a default and requisition as hereinbefore defined and provided, the trustees for the time being shall not, nor shall either o£ them, be required to perform any active duty; that said trustees and each of them may at all times and in all cases act in the said trust by one or more of such attorneys, agents and servants as they or he may from time to time appoint or constitute, as validly and effectually in all re¬ spects as if acting personally; and that said parties of the second part shall not in any manner be liable or responsible for any acts of the other to which he does not assent, and shall be accountable only for the ex¬ ercise of reasonable diligence in the management of said trust, and not for the acts of the agent or agents by them from time to time appointed under these presents; and that they and each of them shall receive and be entitled to receive proper compensation for any labor or service performed in the discharge of the aforesaid trust; and that said trustees- or either of them may be removed by the vote of a majority in interest of the holders of the aforesaid bonds, the action of said bondholders in effecting such removal being attested by an instrument under the hands and seals of the persons so voting and acknowledged or proven in the manner required by the laws of the state of Indiana to entitle a convey¬ ance to be recorded; and that upon the removal of said trustees, or either of them, in the manner above provided, the said parties or party removed as aforesaid, and the said party of the first part hereto, shall and will execute all conveyances and other instruments from time to time for the purpose of assuring the legal estate in the premises to the trustee or trustees who shall for the time being be designated as successors in said trust, which the counsel of such new trustees shall reasonably advise or require. It is further agreed that in case of the death, mental incapacity or resignation of either of said parties of the second part, his survivor shall hold all and singular the aforesaid property and premises and execute all and singular the trusts hereby created, and in case of the death, mental incapacity or resignation of both of said parties of the second part, the said party of the first part may, on notice of sixty days by advertisement in two newspapers published in the city of New York, of general circulation, and one or more newspapers published in the city of Richmond and state of Indiana, to the holders of said bonds (or in default of the said party of the first part to take such proceedings), then the holder of any of said bonds may, on sixty days’ notice to said party of the first part, and after publication as aforesaid, apply to any court of chancery in either of the counties through which said railroad runs in said state of Indiana, to appoint one or more trustee or trustees to supply the places of said parties of the second part, and thereupon such new trustee or trustees shall become vested for the purposes afore¬ said with all the rights and interests hereby conveyed to or vested in the- said parties of the second part without any further assurance or convey¬ ance. In witness whereof, the said Cincinnati and Chicago Air Line Rail¬ road Company has caused these presents to be signed by its president and secretary, and its corporate seal to be hereunto affixed, the first day CORPORATE HISTORY. 591 of August, in the year of our Lord one thousand eight hundred and sixty. WILLIAM D. JUDSON, President. [seal] AMOS TENNEY, Secretary. Sealed and delivered in the presence of ROBERT TAYLOR, MOSES B. MACLAY. Duly acknowledged before Moses B. Maclay, Indiana commissioner in Jhe city of New York, August 6, i860. Recorded, Cass county, Indiana, August 11, i860, Mortgage Record D, page 372. SUPPLEMENTARY MORTGAGE. Cincinnati and Chicago Air Line Railroad Company to Frederick ScHUCHARDT, TRUSTEE. Dated February 2, 1863. Supplementary to first mortgage of August 1, i860, and given to further secure an issue of $300,000 bonds provided for in that mortgage. This indenture, made the second day of February, one thousand eight hundred and sixty-three, between the Cincinnati and Chicago Air Line Railroad Company, a corporation organized under the laws of the state of Indiana, of the first part, and Frederick Schuchardt, of the city of New York, of the second part, witnesseth: Whereas, By a certain indenture of mortgage or deed of trust made between said party of the first part hereto and Matthew Morgan and said party of the second part hereto, dated the first day of August, one thousand eight hundred and sixty, and recorded in the several counties of the state of Indiana, through which the railroad of said party of the first part runs, said railroad and all the then present and in future to be acquired corporate property, effects and franchises of said party of the first part, its tolls, income and profits in said indenture mentioned were granted, conveyed and transferred to said Morgan and said party of the second part hereto, in trust, for the holders of bonds of said party of the first part, numbered from one (1) to eighteen hundred and fifty (1850) inclusive, amounting in the aggregate to one million six hundred thousand dollars. And whereas, The said party of the first part, in and by said indenture of mortgage or deed of trust, did expressly reserve the right at any time after its execution to execute and issue under its provisions an additional number of bonds, to the further amount of three hundred thousand dollars, to be numbered from eighteen hundred and fifty-one (1851) to two thousand one hundred and fifty (2150), both inclusive; which bonds whensoever issued and delivered were by said indenture of mortgage or deed of trust placed on an equal security for payment under it, with the bonds first above mentioned; it being, however, thereby 592 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. agreed that said additional bonds, or any part thereof, should not be issued except in payment of or in exchange for an equal amount of the bonds of the New Castle and Richmond Railroad Company, issued be¬ fore the date of said indenture of mortgage or deed of trust then out¬ standing unpaid, and secured by a mortgage to Joseph B. Varnum and George Carlisle on that part of said railroad which extends from Rich¬ mond to New Castle, a distance of twenty-seven miles, and dated the twenty-fifth day of February, one thousand eight hundred and fifty-two, as by said indenture of mortgage or deed of trust, to which reference is hereby made for greater certainty, as to its provisions, will more fully and at large appear. And whereas, Said party of the first part hath resolved, for the purpose aforesaid, to execute and deliver an additional number of bonds, to the amount of three hundred thousand dollars, to be equally secured by said indenture of mortgage or deed of trust with said bonds first above mentioned, which additional bonds, numbered consecutively from eigh¬ teen hundred and fifty-one (1851) to twenty-one hundred and fifty (2J50), both inclusive, dated on the first day of February, one thousand eight hundred and sixty-two, and payable on the first day of August, eighteen hundred and ninety, at the Continental Bank in the city of New York, with interest from the day of the date thereof, at the rate of seven per cent, per annum, payable semi-annually at said bank on the first days of February and August in each year, are and each of them is with said bonds first above mentioned, equally secured by said indenture of mort¬ gage or deed of trust and are in the words following: No. - United States of America. $1000. State of Indiana. The Cincinnati and Chicago Air Line Railroad Company. Seven Per Cent. First Mortgage Bond. The Cincinnati and Chicago Air Line Railroad Company hereby acknowledges that it owes and is indebted unto Frederick Schuchardt, of the city of New York, in the sum of one thousand dollars, lawful money of the United States of America, for value received, which sum said company hereby promises and agrees to pay to Frederick Schuchardt or bearer at the Continental Bank in the city of New York on the first day of August, 1890, with interest at the rate of seven per centum per annum from the date hereof, payable half-yearly on the first days of February and August in each and every year until said principal sum shall be paid, on presentation and surrender at said banking house of the annexed interest warrants as the same shall respectively become due and payable. And the said company further agrees that in case said interest or any part thereof shall not be paid on any day whenever the same shall become due and payable, and shall remain in arrear thirty days after payment of the same shall have been duly demanded, that then and thenceforth the whole amount of said principal sum of one thousand dollars shall forthwith, at the option of the holder of this bond, become and be im- CORPORATE HISTORY. 593 mediately due and payable, anything herein contained to the contrary notwithstanding. This bond is one of a series of bonds of like tenor and date, amounting in the aggregate to three hundred thousand dollars, issued by said com¬ pany in payment of, or in exchange for, an equal amount of the bonds of the New Castle and Richmond Railroad Company, secured by a mort¬ gage on that part of the railroad of the Cincinnati and Chicago Air Line Railroad Company, which extends from Richmond to New Castle, all of said series, with one million six hundred thousand dollars of bonds previously issued by said company (amounting in the aggregate to one million nine hundred thousand dollars) are equally secured by a mort¬ gage of its railroad, corporate property and franchises to Matthew Morgan and Frederick Schuchardt, trustees, dated the first day of August, i860, and duly recorded in the several counties through which said road runs. This bond shall not be valid or obligatory until it shall have been authenticated by a certificate endorsed thereon and duly signed by Fre’derick Schuchardt, trustee under the mortgage aforesaid. In witness whereof, the said Cincinnati and Chicago Air Line Railroad Company, pursuant to a resolution of its board of directors, has caused these presents to be executed by its president, attested by its secretary, and its corporate seal to be hereto affixed, and the coupons hereto annexed to be signed by its secretary at the city of Richmond, in the state of Indiana, this first day of February, in the year of our Lord one thousand eight hundred and sixty-two. Countersigned by order of the board, -, President. Attest: -, Secretary. -, Treasurer. All of which additional bonds it is hereby declared and agreed shall be delivered only in payment of, or in exchange for, an equal amount of said bonds, of the New Castle and Richmond Railroad Company; and all, or either of said additional bonds, may pass by delivery, or may be registered on the books of the company, at the option of the holder; and after such registration, and the endorsement of a certificate thereof upon the bond, no transfer shall be valid unless the same shall be regis¬ tered and endorsed as aforesaid, or unless the last registery be to the bearer or in blank. Now, it is hereby witnessed, declared and agreed by and between the said parties hereto as follows, that is to say: That all and singular the railroad of said party of the first part, and all other the mortgaged premises, property, rights, franchises, incomes, profits, effects and interests in said indenture of mortgage or deed of trust de¬ scribed and specified, are and shall be had and held by said party of the second part hereto, and his successor in the trust, as security for the payment of the principal and interest of said additional bonds equally with said bonds first above mentioned, and upon the same trusts, as to all persons or parties who shall become the holders of said additional 38 594 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. bonds, or any of them, as are in said indenture of mortgage or deed of trust declared, in regard to the holders of the first mentioned bonds; and that said trusts shall be executed by said party of the second part and his successors for the equal benefit and security of all the holders of the bonds of said party of the first part, hereinbefore mentioned; and in case default shall be made by said party of the first part or its assigns in the payment of any interest on any of said additional bonds, on pre¬ sentation and surrender of the warrant therefor, as in said bond provided, or in payment of the principal of any such bonds, as the same shall become due and payable, and if such default shall continue for the period of thirty days, it shall then be lawful for said party of the second part hereto and his successor in the trust, to enter upon and take possession of all and singular the premises mentioned and described in the afore¬ said indenture of mortgage or deed of trust, to operate said railroad, to conduct the business thereof, to collect the tolls, freights, rents, issues and profits of the same, and to apply the residue of the monies referred to in said indenture of mortgage or deed of trust as resulting from‘the operation of said railroad, to the payment of the interest of all the bonds of the party of the first part hereinbefore mentioned remaining unpaid; and also of the principal of such of said bonds as shall have become due, according to the stipulations therein contained. And it is further understood and agreed by and between the parties hereto, that all the provisions and agreements relating to the bonds first above mentioned, or the holders of the same, or any of them, as con¬ tained in said indenture of mortgage or deed of trust, shall be deemed to apply to and embrace all said additional bonds, and the holders of the same, or any of them; and are hereby declared to embrace said last mentioned bonds, and the respective holders thereof to the same extent, and with the same effect, as to security for payment and otherwise as if they had constituted and formed part of the series of bonds first issued by said party of the first part as hereinbefore mentioned. In witness whereof, the said Cincinnati and Chicago Air Line Railroad Company has caused these presents to be signed by its president and secretary, and its corporate seal to be hereunto affixed, the day and year first above written. Cincinnati and Chicago Air Line Railroad Company, By W. D. JUDSON, President. AMOS TENNEY, Secretary. Signed, sealed and delivered in the presence of EDWD. G. JUDSON. Acknowledged before Moses B. Maclay, commissioner for state of Indiana in New York, May 20, 1863. Recorded, Wayne county, Indiana, May 26, 1863, Record 11 of Mort¬ gages, pages 452 to 457; also recorded in Henry, Madison, Howard, Tipton and Cass counties. CORPORATE HISTORY. 595 GALENA AND ILLINOIS RIVER RAILROAD COMPANY . 1 An Act to Incorporate the Galena and Illinois River Railroad Company. Approved February 18, 1857. Be it enacted by the people of the state of Illinois, represented in General Assembly, That Edward H. Beebe, M. Y. Johnson, L. C. Mc- Kenney, C. B. Denio, and their associates, successors, heirs (?) and assigns, are hereby created a body politic and corporate, by the name and style of the Galena and Illinois River Railroad Company, with perpetual succession, and by that name be and are hereby made capable, in law and' equity, to sue and be sued, plead and be impleaded, defend and be defended, in any court of law and equity in this state or any other place; to make and use a common seal, and the same to alter or renew at pleasure; and shall be and are hereby vested with all powers, privileges and immunities, which are or may be necessary to carry into effect the purposes and objects of this act, as hereinafter set forth; and said company are hereby authorized and empowered to locate, construct and complete a railroad from Galena, in Joe Daviess county, to a point to be hereafter located, in township number thirty-five, east of range number thirteen of the third principal meridian. Said railroad to be laid out and constructed upon the most eligible route between the points above named; and for this purpose the said company are authorized to lay out and locate their said road, not exceeding one hundred feet in width, through the whole length of said route, and for the purpose of cuttings, embankments, stone and gravel, may take and appropriate as much more land as may be necessary for the construction and security of said road. Sec. 2. The capital stock of said company shall consist of one mil¬ lion of dollars, which may be increased to any amount not exceeding the actual estimated cost of constructing and equipping their said road, to be divided into shares of one hundred dollars each. All the corporate powers of said company shall be vested in and exercised by a board of five directors, who shall be chosen by the stockholders of said company in the manner hereinafter provided, who shall hold their offices for one year, or until their successors shall be elected and qualified; and said directors, a majority of whom shall form a quorum for the transaction of business, shall elect one of their number to be the president of the company; and said board of directors shall have power to appoint all necessary clerks, secretary, treasurer, and all other officers deemed necessary in the transaction of the business of said company. Sec. 3. The said corporation is hereby authorized, by their agents, surveyors and engineers, to cause such examinations and surveys to be made of the ground and country as shall be necessary to determine the most desirable route whereon to construct their said railroad: and it shall be lawful for said company to enter upon and take possession of 1 See page 65. 596 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. and use all such lands and real estate as will or may be necessary for the construction and maintenance of the said railroad, its depots, side tracks, water stations, engine houses, machine shops, and other buildings and appendages necessary to the construction of said railroad: Provided, that all lands or real estate entered upon and taken possession of by said corporation for the purpose and accommodation of said railroad, or upon which the site for said railroad shall have been located or de¬ termined by said corporation, shall be paid for by said company in dam¬ ages, if any be sustained by the owner or owners thereof, by the use of the same for the purposes of said railroad; and all lands entered upon and taken for use of said corporation which are not donated to said com¬ pany, shall be paid for by said corporation at such prices as may be mutually agreed upon by the said corporation and the owner or owners of such lands; and in case of disagreement, the price shall be estimated, fixed and recovered, in the manner provided for taking lands for the construction of public roads, canals or other public works, as prescribed by the act concerning the right of way, approved March 3, 1845, and the amendments thereto. Sec. 4. If any person shall willfully, maliciously or wantonly, or con¬ trary to law, obstruct the passage of any car on said railroad, or any part thereof, or anything belonging thereto, or shall damage, break or destroy any part of the said railroad, or implements, or buildings, he, she or they, or any person assisting, shall forfeit and pay to said company for every such offence, treble the amount of damages that shall be proven, before any competent court [to?] have been sustained, and be sued for in the name and behalf of said company; and such offender or offenders shall be deemed guilty of a misdemeanor, and shall be liable to an in¬ dictment in the same manner as other indictments are found, in any county where such offence shall have been committed, and, upon con¬ viction, every such offender shall be liable to a fine not exceeding five thousand dollars, for the use of the county where such indictment may be found, and may be imprisoned in the county jail for any time not ex¬ ceeding six months, at the discretion of the court. Sec. 5. The time of holding the annual meeting of said directors shall be fixed and determined by the by-laws of said company; and at all meetings each stockholder shall be entitled to a vote in person or by lawful proxy, one vote for each share of stock he, she or they may hold, bona fide, in said company, upon which all installments called have been paid. Sec. 6. The persons named in the first section of this act are hereby appointed commissioners, who, or a majority of them, are hereby au¬ thorized to open, or cause to be opened, subscription books for the stock of said company, at such time and place as they may think proper; and also to appoint one or more agents to open such books and receive such subscriptions. The said commissioners, or their agents, shall re¬ quire each subscriber to pay five dollars, or execute a note therefor (as they shall determine), on each share subscribed, at the time of subscrib¬ ing; and whenever fifty thousand dollars shall be subscribed, the said commissioners shall call a meeting (or a majority of them shall) of the CORPORATE HISTORY. 597 stockholders, by giving twenty days’ notice, in some newspaper printed in the city of Galena, or by personal notice, served upon each of the stockholders, of the time and place of such meeting, at least ten days previous to the time of such meeting; and at such meeting it shall be lawful for the stockholders to elect the directors of said company, and transact any other necessary business; and when the directors are chosen, the said commissioners shall deliver said subscription books, with all sums of money and notes received by them, or by any agent appointed by them, as commissioners, to said directors. No person shall be a director unless he shall be a bona fide stockholder in said company. Sec. 7. The directors of said company, after the same is organized, are hereby authorized and empowered to take and receive subscriptions to their said capital stock, on such terms and in such amounts as they may deem for the interest of said company, and as they may prescribe by their by-laws or regulations, from any other railroad or corporation, and from any county, city, town or village making the same: Provided, said company shall not be authorized to take or receive subscriptions to their capital stock payable in real estate. Sec. 8. That the right of way and the real estate purchased for the right of way, or other purposes, by said company, whether by mutual agreement or otherwise, or which shall become the property of said company by operation of law, as in this act provided, shall, upon pay¬ ment of the amount of money belonging to the owner or owners of said lands, as a compensation for the same, become the property of said company in fee simple. Sec. 9. The said corporation may take and transport, on said railroad, any person or persons, merchandise or other property, by the force and power of steam, or animals, or any combination of them, and may fix, establish, take and receive such rates of toll for all passengers and prop¬ erty transported upon the same as the directors shall, from time to time, establish; and the directors are hereby authorized and empowered to make all necessary rules, by-laws, regulations and ordinances that they may deem necessary and expedient to accomplish the designs and purposes, and to carry into effect the provisions of this act, and for the transfer and assignment of its stock, which is hereby declared personal property, and transferable in such manner as shall be provided by the by-laws and ordinances of said company. Sec. 10. In case of death, resignation or removal of the president, vice-president, or any director, at any time before the annual election, such vacancy shall be filled for the remainder of the year, whenever they may happen, by the board of directors; and in case of absence of the president and vice-president, the board of directors shall have power to appoint a president pro tempore, who shall have and exercise such powers and functions as the by-laws of the said corporation may provide. In case it should at any time happen that an election shall not be made on any day on which, in pursuance of this act, it ought to be made, the said corporation shall not, for that cause, be deemed dissolved, but such election shall be held at any other time directed by the. by-laws of said corporation. 598 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Sec. 11. Whenever it shall be necessary for the construction of said railroad to intersect or cross a track of any other railroad, or stream of water, or water course, or road, or highway, on the route of said rail¬ road, it shall be lawful for the company to construct their railroad across or upon the same, provided the said railroad shall restore the railroad, stream of water, water course, road or highway, thus intersected or crossed, to its former state, or in a sufficient manner not materially to impair its usefulness. Sec. 12. Said company shall have power, and it is hereby made lawful for said company to unite or consolidate its railroad with any other rail¬ road or railroads now constructed or being constructed, or which may hereafter be constructed, within this or any other state, which may cross or intersect the same, or be built along the line thereof, upon such terms as may be mutually agreed upon between the said company, or any other company, and for that purpose full power is hereby given to said company to make and execute such contracts with any other company or companies, as will secure the objects of such connections or con¬ solidations. Sec. 13. That the said railroad company, by this act incorporated, shall have power to borrow money on the credit of the company, not exceeding its authorized capital stock, at a rate of interest not exceeding ten per cent, per annum, payable semi-annually, and may execute bonds therefor, with interest coupons thereto annexed, and secure the payment of the same by mortgage or deed of trust on the whole or any part thereof of the said railroad, property and income of the company then existing, or thereafter to be acquired, and may annex to said mortgage bonds the privilege of converting the same into the capital stock of the company at par, at the option of the holders, if such election be signified in writing to the company three years before the maturity of said bonds. Sec. 14. That the directors of said company be and they are hereby authorized to negotiate and sell the bonds of the said company, at such times and in such places, either within or without this state, and at such rates and for such prices as in their opinion will best advance the interest of the company; and if such bonds are thus negotiated or sold at a discount below their par value, such sale shall be valid and binding on the company, in every respect, as if they were sold or disposed of at their par value. Sec. 15. That the said company, in securing the payment of said bonds by a mortgage or deed of trust on the road, property and income of the company, shall have power to execute a mortgage or deed of trust aforesaid, to receive the payment of the full amount of bonds which the company may, at the time the said mortgage or deed of trust bears date, or at any time thereafter, desire to sell and dispose of, and may execute and sell from time to time such amounts of said bonds, and of such dates, and payable to such persons, as the directors of said company may deem advisable, till the whole amount of bonds mentioned in such mort¬ gage or deed of trust is executed and sold; and the said mortgage or deed of trust shall be as valid and effectual to secure the payment of the bonds so executed and sold, and every part thereof, as if the same, CORPORATE HISTORY. 599 and every part thereof, had been executed with even date with the said mortgage or deed of trust. Sec. 16. This act shall be deemed a public act, and is hereby so de¬ clared, and shall be favorably construed for all purposes herein ex¬ pressed and declared, in all courts or places whatsoever, and shall be in force from and after its passage. Private Laws Illinois, 1857, p. 1400. ASSIGNMENT OF CHARTER Of Galena and Illinois River Railroad Company to J. E. Young, September ii, 1863. Know all men by these presents, That we, Edward H. Beebe, M. Y. Johnson, L. C. McKenney and C. B. Denio, the corporators named in and the owners of the charter of the “ Galena and Illinois River Rail¬ road Company,” granted by the legislature of the state of Illinois, and approved February the 18th, 1857, for and in consideration of one dollar to us in hand paid by Joseph E. Young, the receipt of which is hereby acknowledged, do hereby sell, assign, transfer and set over unto the said Joseph E. Young, his heirs, successors and assigns, the above named charter and all our right, title and interest in and to the same, and in and to the rights, privileges and franchises therein and thereby granted and secured, and do hereby make, constitute and appoint the said Joseph E. Young, our true and lawful attorney in the premises, and fully authorize and empower him, in our names or otherwise, as to him shall seem best, to open or cause to be opened subscription books for the stock of said company at such time and place as he may think proper, and for this purpose to appoint such agents as he may think best, and to call the meeting of stockholders provided for in said charter, in the organization of said company under said charter, or any other meeting of the stockholders of said company, and also to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as we might or could do if personally present, hereby fully ratifying and confirming all that the said Joseph E. Young or his appointees may lawfully do in the premises. In witness whereof, we have hereunto set our hands and seals this eleventh day of September, A. D. 1863. M. Y. JOHNSON, [seal] EDW. H. BEEBE, [seal] L. C. McKENNEY, [seal] C. B. DENIO, [seal] by M. Y. Johnson. 600 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. CHICAGO AND GREAT EASTERN RAILWAY COMPANY (First ). 1 ARTICLES OF ASSOCIATION. Section i. We, the undersigned, subscribers to the stock of the said Chicago and Great Eastern Railway Company, do hereby associate and form an incorporated company, under and in pursuance of the act of the legislature of the state of Indiana, entitled “ An act to provide for the incorporation of railroad companies,” approved May nth, A. D. 1852,. and the acts amendatory and supplemental thereto; and do adopt these presents as the charter of said company. Sec. 2. The name of this corporation shall be the Chicago and Great Eastern Railway Company. Sec. 3. The capital stock of said corporation shall be one million and two hundred thousand dollars, with the privilege of increasing the same according to the provisions of said act, and the acts amendatory and supplemental thereto, said stock shall consist of twelve thousand shares of one hundred dollars each. Sec. 4. There shall be five directors of said corporation, and said directors shall consist of the following named persons until there shall be a regular election for directors holden by the stockholders, namely, William D. Judson, Amos Tenney, John W. Reid, Charles Judson and John Brandt, Jr. Sec. 5. Said corporation is organized for the purpose of constructing, owning, maintaining and operating a railroad in the state of Indiana, commencing at a point in the city of Logansport, in Cass county, and extending in a northwesterly direction through said county of Cass, and the counties of Pulaski, Stark, La Porte, Porter and Lake, to the eastern boundary line of the state of Illinois; the length of said road is to be about eighty-six miles. Dated June 15th, A. D. 1863. Signed by eighteen subscribers. Filed in the office of the secretary of state of Indiana, June 19, 1863. CHICAGO AND GREAT EASTERN RAILWAY COMPANY (Second ). 3 ARTICLES OF CONSOLIDATION Between the Chicago and Great Eastern Railway Company and the Galena and Illinois River Railroad Company under the Name of the Chicago and Great Eastern Railway Company (Second). Articles of consolidation, made, agreed upon and concluded this thirteenth day of October, in the year of our Lord one thousand eight hundred and sixty-three, between the Chicago and Great Eastern Rail- 1 See page 66. 2 See page 67 . CORPORATE HISTORY. 601 way Company, a corporation duly organized and existing tinder the laws of the state of Indiana, and the Galena and Illinois River Railroad Com¬ pany, a corporation duly incorporated and constituted as such by virtue of the laws of the state of Illinois. Whereas, The said corporations have a common terminus on the line dividing the said states of Illinois and Indiana, which by the boards of directors of the respective companies, and by and under the charters of the respective companies has been located and fixed at a point on said line at or near the northeast corner of that parcel of land situated in the state of Illinois, as described as section twenty, in township thirty- five, north of range fifteen, east of the third principal meridian, said point, considered with reference to the survey of lands in Illinois, being in township thirty-five north and east of range number thirteen. And whereas, The roads of said companies as now located form a con¬ tinuous line from the city of Logansport, in the state of Indiana, through said point on the said state line to Chicago, in the state of Illinois, and thence to the western terminus of the Galena and Illinois River Railroad at Galena, in said state of Illinois, and are therefore under their respective charters and the laws of the said states of Illinois and Indiana authorized to consolidate their stock and property with each other. And whereas, By a resolution of the board of directors of the Galena and Illinois River Railroad Company, adopted at a meeting of the board, held on the 27th day of October instant, and by a like resolution of the board of directors of the Chicago and Great Eastern Railway Company, adopted on the 29th day of October instant, the terms and provisions embraced in this contract were submitted and recommended to the stock¬ holders of their respective companies, as terms suitable and proper upon which to consolidate the stock and property of the said two com¬ panies with each other, which terms and provisions have been adopted by the unanimous consent and vote of the stockholders of the respective companies at meetings thereof, duly called and held, and at which the entire stock of said respective companies was represented by the owners and holders thereof in person. And whereas, By resolutions of the board of directors of the respective companies, and by the vote of the stockholders of said companies respectively, the presidents and secretaries of the said respective com¬ panies have been authorized and directed in behalf of and under the seals of their respective companies, to cause to be prepared and to exe¬ cute articles of consolidation upon the terms herein contained. Now, therefore, it is hereby mutually agreed: First. That from and after the date hereof the stock and property of the said “ Galena and Illinois River Railroad Company ” be and the same is hereby consolidated with the stock and property of the said “ Chicago and Great Eastern Railway Company/’ and that henceforth the said companies shall constitute but one corporation in the law. Second. It is mutually agreed, that the name of the consolidated company shall be the “ Chicago and Great Eastern Railway Company,” by which name it shall act and be described and known, and shall be clothed with all the franchises, powers and privileges conferred upon it 6 o 2 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. by the original charters of said consolidating companies by the acts of the legislatures of the said • states of Illinois and Indiana authorizing consolidations in this and like cases, and by other laws of the states of Illinois and Indiana relating to or affecting it. Third. It is further mutually agreed that the stock in the respective companies shall be deemed and taken to be of equal value, and for every share in the Chicago and Great Eastern Railway Company the said consolidated company shall issue to the holder thereof one share in the new or consolidated company, and for every share in the Galena and Illinois River Railroad Company the consolidated company shall in like manner issue to the holder thereof one share of stock in the new company. Fourth. As a consequence of said consolidation, it is hereby mutually understood and agreed, that the consolidated company, or the new Chicago and Great Easteri Railway Company,” becomes liable for and assumes all the contracts and liabilities, and is to fulfill, perfect and discharge all the duties and obligations of each of the consolidated companies. In witness whereof, the parties hereto have caused these presents to be subscribed by their respective presidents and secretaries, and their respective seals to be hereto affixed, the day and year first above written. WILLIAM D. JUDSON, President of the Chicago and Great Eastern Railway Co. L. H. WALKLEY, Secretary of the Chicago and Great Eastern Railway Co. JOSEPH E. YOUNG, President of the Galena and Illinois River Railroad Co. WILLIAM F. WHITEHOUSE, Secretary of the Galena and Illinois River Railroad Co. The consolidation of the property and stock of the two contracting parties named in the foregoing articles of consolidation, in the manner and upon the terms therein contained, has been made and concluded with our consent and by our directions, and we hereby fully approve of and adopt the action of the boards of directors and of the presidents and secretaries of the consolidating companies in executing said articles and in completing such consolidation. In witness whereof, we, the stockholders in the said respective com¬ panies, have hereunto set our hands and seals this thirtieth day of Oc¬ tober, in the year of our Lord one thousand eight hundred and sixty-three. Signed by eight stockholders in the Galena and Illinois Railroad Com¬ pany holding 530 shares. Signed by eleven stockholders in the Chicago and Great Eastern Rail¬ way Company holding 955 shares, the entire stock. Filed in the office of the secretary of state of Illinois, November 2, 1863; Indiana, October 30, 1863. CORPORATE HISTORY. 603 An Act to Amend the Charter of the Chicago and Great Eastern Railway Company. Approved February 16, 1865. Whereas, The Chicago and Great Eastern Railway Company hereto¬ fore became a body politic and corporate under and by virtue of the laws of the states of Illinois and Indiana by the consolidation of the Galena and Illinois River Railroad Company, of this state, with the Chicago and Great Eastern Railway Company, of Indiana, under articles of consolidation duly executed by said consolidating companies of the date of October 30th, A. D. 1863, and filed with the secretary of state as re¬ quired by law. And whereas, Said Chicago and Great Eastern Railway Company, under the powers, privileges and franchises granted to it through the charter of the Galena and Illinois River Railroad Company, can have but five directors, and it is desirable to have a greater number in the management of its affairs; therefore, Sec. 1. Be it enacted by the people of the state of Illinois, represented in General Assembly, That the Chicago and Great Eastern Railway Company shall have power and be authorized by a vote of its stock¬ holders at any annual or special meeting at which a majority of its stock shall be represented to increase its directors to any number, not exceeding thirteen, and at such meeting, or at the next annual meeting of said stockholders, there shall be elected so many directors as may be required to make up the whole number of directors agreed upon to constitute the board of directors of said Chicago and Great Eastern Railway Company. Sec. 2. It shall be lawful for the meetings of stockholders, directors or officers of said Chicago and Great Eastern Railway Company to be held within or without this state at such times and places as the by-laws of said company or board of directors may from time to time appoint; and the board of directors of said Chicago and Great Eastern Railway Company shall have power to fill vacancies in its own body occasioned by death, resignation or otherwise. Sec. 3. That the rate of speed at which the trains and locomotives of the Chicago and Great Eastern Railway Company may be run within the limits of the city of Chicago shall be under the control of the common council, or other proper authorities of said city; provided, however, that such control of said common council or other authorities of said city of Chicago shall not extend west of the east line of the township of Cicero, in the county of Cook, nor be exercised west of the limits of said city, or within the said township of Cicero as now organized and existing in the said county of Cook. Sec. 4. The road hereby authorized to be constructed shall be sub¬ ject to all general laws that may hereafter be passed by the General Assembly of this state regulating the rates of tariff on freight and pas¬ sengers of railroad companies. Sec. 5. This shall be deemed a public act and shall take effect and be in force from and after its passage. 604 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO FIRST MORTGAGE. Chicago and Great Eastern Railway Company (Second) to Fred¬ erick SCHUCHARDT AND HENRY MORGAN, TRUSTEES. Dated November 10, 1863. Securing $2,000,000 bonds of $1000 each, dated November 10, 1863, pay¬ able October 1, 1893, bearing 7 per cent, interest. Tins indenture, made this tenth day of November, in the year of our Lord one thousand eight hundred and sixty-three, between the Chicago and Great Eastern Railway Company, a corporation duly incorporated, organized and constituted as such under and by virtue of the laws of the states of Illinois and Indiana, of the first part, and Frederick Schu- chardt and Henry Morgan, of the city and state of New York, of the second part. Whereas, The said Chicago and Great Eastern Railway Company, under and in pursuance of the provisions of the statutes of the states of Illinois and Indiana incorporating it, and of other statutes affecting, it, has commenced to construct and put in operation a railroad from Chicago, in the state of Illinois, to Logansport, in the state of Indiana, a distance of about one hundred and ten miles, and is now engaged in constructing that portion of its said railroad lying between Chicago aforesaid and a point on the Chicago and Cincinnati Railroad, at or near LaCrosse, in the county of Laporte and state of Indiana, a dis¬ tance of about sixty-two miles, and is to proceed as soon as may be to the completion of its said road to Logansport by the construction of the same or by the purchase of and consolidation with some railroad, now existing and in operation between said point at or near LaCrosse and Logansport aforesaid, and for the purposes aforesaid needs and has resolved to purchase and transport iron rails, chairs, spikes and other iron and materials necessary therefor, and engines, cars, and other rolling stock to be used thereon, and to borrow a portion of the money necessary to make such purchases, and to pay for such transportation, and the construction, completion and equipment of said road to an. amount not exceeding two millions of dollars; and in order to secure' tne payment thereof, or the repayment thereof, to execute its bonds to the persons or parties lending such money, furnishing such rails, iron, materials or equipment or constructing and completing said road, each of which said bonds is one of a series of bonds of the Chicago and Great Eastern Railway Company, numbered from one (1) to two thousand (2000), both inclusive, for one thousand dollars each, and bearing even date herewith, payable to Frederick Schuchardt and Henry Morgan or bearer, in the city of New York, on the first day of October, in the year of our Lord one thousand eight hundred and ninety-three, with interest thereon at the rate of seven per cent, per annum, payable semi-annually on the first days of April and October, ensuing the date thereof, all which said bonds are upon an equality so far as regards security for the payment by these presents, notwithstanding the same be issued at different times, each of said bonds being authenticated by a certificate CORPORATE HISTORY. 605 thereon, signed by the parties of the second part hereto, or by the survivors of them or by their successors in the trust hereby created. Now, therefore, this indenture witnesseth, That the said Chicago and Great Eastern Railway Company, in order to secure the payment of the said bonds and interest thereon, and in consideration of the sum of one dollar to it, at the ensealing and delivery of these presents, in hand paid by the said parties of the second part, the receipt whereof is hereby acknowledged, has granted, bargained, sold, transferred and conveyed, and by these presents does grant, bargain, sell, transfer and convey to the said parties of the second part, and to the survivor of them, and to their successors in the trust hereby created and assigns, all the following present and in future to be acquired property of the said Chicago and Great Eastern Railway Company, that is to say: its said railroad from the city of Chicago, in the state of Illinois, to the city of Logansport, in the state of Indiana, made or to be made, including the right of way and land occupied thereby, together with the super¬ structure and tracks thereon, or to be put thereon, and all the rails and other materials used thereon, or procured therefor, including all the iron rails, and other material and property purchased or to be purchased, or paid for with the above described bonds, or the moneys obtained therefor, depot grounds and the buildings thereon, or to be constructed thereon; cattle yards, gravel pits, and other lands, with the improve¬ ments thereon, or to be put thereon; bridges, viaducts, culverts, fences, switches, turn-tables, warehouses, water stations, and all other struc¬ tures, engines, tenders, cars, tools, materials, machinery, furniture, and all other property, real or personal, pertaining to said road or the using thereof, now owned or hereafter to be acquired and owned by said rail¬ way company, all which things are hereby declared to be appurtenances and fixtures of said railroad, together with all the tolls, rents and income to be had, levied or derived therefrom; all franchises, rights and privi¬ leges now owned, exercised or held, or which may be hereafter owned, exercised or held by said railway company of, in, to or concerning the same; and also all contracts, bonds and mortgages, securities, evidences of debt, stock in other companies, and all other valuable things received, or hereafter to be received, by said railway company on payment of its stock subscribed, or to be subscribed for in said road; but nothing herein contained shall be construed to prevent the said railway com¬ pany from hypothecating or otherwise disposing of any surplus lands of the company not necessary to be retained for its said roadway, depot grounds or stations, nor required for the construction or convenient use of its road, nor from collecting moneys due said company on stock subscriptions or otherwise; provided, it shall diligently proceed to collect and faithfully apply all such moneys to the construction and equipment of its railroad; and provided also, that no default shall have been made in the payment of the interest or principal of any of the above described bonds. To have and to hold the said premises with every part thereof, with the appurtenances, unto the said parties of the second part, and the survivor of them, and to their successors in said trust and assigns, subject to the possession, control and management of the party of the 606 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. first part, its successors and assigns, so long as it or they shall well and truly perform the stipulations of said bonds and the covenants of this indenture, upon the following trusts, that is to say: that if the said Chicago and Great Eastern Railway Company, its successors or assigns shall fail to pay the principal or any part thereof, or any of the interest, on any of the said bonds at any time when the same shall become due and payable, according to the tenor thereof when demanded, then, after sixty days from such default, upon the request of the holder of such bond, the said parties of the second part, or the survivor of them, or their successors in said trust or assigns, may enter and take possession of all or any part of said premises, and as the attorneys in fact or agents .of said Chicago and Great Eastern Railway Company, by themselves or himself, or by his or their agents or substitutes, duly constituted, have, use and employ the same, making from time to time all needed repairs, alterations and additions thereto, and after deducting the expenses of such use, repairs, alterations and additions, apply the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid, or the said parties of the second part, the survivor of them, his or their successors in said trust and assigns, at his or their discretion, may, or on the written request of the holders of at least a majority of the said bonds then unpaid, shall cause the said premises, or so much thereof as shall be necessary to pay the principal and interest of all such bonds as may then be unpaid, to be sold at public auction in the city of New York, or in the city of Chicago, in the state of Illinois, giving at least sixty days' notice of the time and place and terms of such sale, and of the specific property to be sold, by publishing the same in one newspaper in good circulation in each of said cities of New York and Chicago, and also in one newspaper of good circulation published in the city of Logansport, in the state of Indiana, and upon such sale shall execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance in fee simple for the same, which shall be a bar against the said Chicago and Great Eastern Railway Company, its successors and assigns, and all persons claiming under it or them of all right, title, interest or claim in and to said premises, or any part thereof, and the said parties of the second part, the survivor of them, and his and their successors in said trust or assigns shall, after deducting from the proceeds of said sale the costs and expenses thereof and of managing such property, apply so much of the proceeds as may be necessary to the payment of said principal and interest due and unpaid on said bonds, and shall restore the residue thereof, if any there should be, to the said Chicago and Great Eastern Railway Company, its successors or assigns. It being hereby expressly understood and‘agreed that in no case shall any claim or advantage be taken of any valuation, appraisement or ex¬ tension laws by the said railway company, its successors or assigns, nor any injunction or stay of proceedings, or any process be applied for or obtained or had by it, or them, or any of them, to prevent such entry or sale as is hereinbefore provided for. And the said Chicago and Great Eastern Railway Company hereby covenants and agrees, for the consideration aforesaid, to execute and CORPORATE HISTORY. 607 deliver any further reasonable and necessary conveyance of said premises and property, or any part thereof, to the parties of the second part, or to their survivor, successors in said trust or assigns, for the more effectual vesting the premises and property hereby granted or intended to be in said parties of the second part and the survivor of them, and his or their successors in said trust and assigns; and for the more fully carrying into effect the object hereof, particularly for the conveyance of any property subsequently to the date hereof acquired by the party of the first part, or its successors, and comprehended in the description of the premises and property contained herein, that by the said parties of the second part, their survivor, successors or assigns, or their counsel learned in the law, shall reasonably advise or require. And it is expressly understood and agreed that of the bonds issued under and secured by this indenture, eleven hundred of the same, num¬ bered from one to eleven hundred, both inclusive, and the moneys re¬ ceived therefor shall be applied solely and only to the construction and equipment of that part of said road, which is between Chicago and said point on the Chicago and Cincinnati Railroad, at or near LaCrosse aforesaid, and that the remaining nine hundred of said bonds, secured by these presents, shall not be executed by said party of the first part nor countersigned by said trustees, the survivor of them or their suc¬ cessors in said trust, nor be sold by said railway company, until the same or the proceeds thereof shall be required by the said party of the first part, either for the construction and equipment of that part of its said road, extending from said point at or near LaCrosse aforesaid to Logansport, or for the purchase and equipment of and consolidation with some railroad now existing and in operation between those points, and that all the said last mentioned bonds, being those numbered from eleven hundred and one to two thousand, both inclusive, and the moneys received upon the sale of the same and the whole thereof, shall be applied as the party of the first part or its successor may elect, either to the purchase and equipment of some existing railroad between said point at or near LaCrosse aforesaid and Logansport, or to the con¬ struction and equipment of that part of line of road of said party of the first part which extends from said point at or near LaCrosse aforesaid to Logansport, and that they shall not, nor shall any portion thereof be otherwise applied or appropriated. It is further understood and agreed that in case the said party of the first part or its successors shall elect to purchase and consolidate with some existing railroad extending from said point at or near LaCrosse aforesaid to Logansport, instead of con¬ structing that part of its own road which lies between those points, then and in that case the railroad so purchased, with its appurtenances, roll¬ ing stock and all other property connected or obtained therewith shall be and shall be deemed and taken to be embraced in and covered by this indenture, and conveyed hereby to the said parties of the second part, the survivor of them, their successors in said trust and assigns for the security of the payment of said bonds issued under this indenture as fully to all intents and purposes as though the same were now herein fully and particularly described, and the said party of the first part 608 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. agrees to execute and deliver all such additional conveyance, or further assurance as counsel learned in the law may reasonably advise, for the more effectually vesting the title thereto and property therein in the said party of the second part, the survivor of them and their successors in said trust and assigns. And the said railway company covenants as aforesaid, that the money borrowed for the purposes aforesaid upon the security of the said bonds, shall be faithfully and with due diligence applied in the manner and for the purposes aforesaid. And it is hereby mutually agreed, and these presents are upon this express condition, that on payment of principal and interest of all said bonds, the estate hereby granted to said second parties, their survivor, successors in said trust or assigns shall be void, and the right and title of and to the premises hereby conveyed shall revert to and revest in the said party of the first part, its successors or assigns, without any acknowledgment of satisfaction, reconveyance or any other act whatever. And it is also mutually agreed that the said parties of the second part, their survivor, successors in said trust and assigns shall only be respon¬ sible for reasonable diligence in the management hereof, and shall not be responsible for the acts of each other, to which they do not severally assent, nor shall they be responsible for the acts of any agent employed by them, when such agent has been selected with reasonable discretion, and that said parties of the second part, their survivor, successors in said trust and assigns shall be entitled to receive reasonable compensa¬ tion for every labor or service performed by them in the discharge of this trust, in case they shall be compelled to take possession of said premises or any part thereof, or to manage the same. And it is also further mutually agreed, that in case of the death, resignation, mental or other incapacity of either of the said trustees or their successors to act in the matter of said trusts, all his right, title, estate, interest and power in said control over the said premises and property shall be divested, cease and determine, and the said railway company, and the surviving or remaining trustee may mutually agree upon a new trustee and supply the vacancy thus occasioned, or failing so .to do, the said railway company shall, or in case of its default to take proceedings therefor for ninety days, the holders of a majority of said bonds at that time outstanding and unpaid, may apply to any court of record of either of said states of Illinois or Indiana having jurisdiction in the premises, to appoint a new trustee, being a resident of the city of New York, to fill such vacancy, and thereupon such new trustee shall become vested, for the purposes aforesaid, with all the rights and interests requisite to enable the trustee thus designated and appointed to execute with the other the purposes of this trust without any further assurance or conveyance of the same, but if the same shall be necessary, either or both the parties hereto shall execute and deliver any and all necessary releases and conveyances for that purpose. It being further expressly understood and agreed that the surviving trustee shall be fully authorized and empowered to execute all the pur¬ poses of this trust, during the continuance of such vacancy, and until the same shall be filled as above provided. CORPORATE HISTORY. 609 In witness whereof, the said Chicago and Great Eastern Railway Company has caused these presents to be signed by its president and secretary, and its corporate seal to be hereto affixed, the day and year first above written, and the said parties of the second part have here¬ unto respectively set their hands and affixed their seals the day and year first aforesaid. WILLIAM D. JUDSON, President of the Chicago and Great Eastern Railway Co. L. H. WALKLEY, Secretary of the Chicago and Great Eastern Railway Co. FREDK. SCHUCHARDT, [seal] HENRY MORGAN. [seal] Signed, sealed and delivered in presence of % JOHN BASSETT, Jr., MOSES B. MACLAY. Duly acknowledged before Moses B. Maclay, notary public and Indiana commissioner in the city of New York, by W. D. Judson, Frederick Schuchardt and Henry Morgan, November 19, 1863, and by L. H. Walk- ley before Homer T. Yaryan, notary public, Wayne county, Indiana, November 27, 1863. $1001 revenue stamps attached. Recorded, Lake county, Indiana, December 3, 1863, page 309, Record of Mortgages No. 2. FOUM OF INCOME BOND. No. - United States of America. $- Illinois and Indiana. Chicago and Great Eastern Railway Company. Income Bond. Entitled to seveh per cent, out of the net profits of the company, for each year before the payment of dividends to stockholders. Know all men by these presents, That the Chicago and Great Eastern Railway Company acknowledges itself indebted and promises to pay to or bearer, dollars, for value received, on the first day of July, A. D. 1883, at such banking house or other agency in the city of New York as may be designated by the com¬ pany; due notice of which shall be given by publication in some daily newspaper published in said city. The said Chicago and Great Eastern Railway Company further obli¬ gates itself, that during each and every year after the date hereof, until July 1, 1883, after the payment of the current operating expenses and repairs of its railroad and the annual interest on its mortgage bonds, and before the payment of any dividends to stockholders, out of the net profits of said year it will set apart and pay the holder of this bond seven per cent, on the amount thereof. Provided, however, that the company 39 6 10 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. does not guarantee the annual payment of said seven per cent, and shall not be liable for its payment except out of its net annual profits, before the payment of dividends to stockholders. This bond is one of a series of bonds of like tenor and date, but of different denominations, which the company is authorized to issue, amounting in the aggregate to a sum not exceeding three hundred thousand- dollars. In testimony whereof, the said company have caused the foregoing to be attested on its behalf by its president and secretary, and its common seal to be affixed hereto, at Crown Point, in the state of Indiana, this first day of July, A. D. eighteen hundred and sixty-three. -, President. -, Secretary. CHICAGO AND GREAT EASTERN RAILWAY COMPANY (Third ). 1 ARTICLES OF CONSOLIDATION Between the Chicago and Great Eastern Railway Company and the Chicago and Cincinnati Railroad Company under the Name of the Chicago and Great Eastern Railway Company (No. 3). Articles of consolidation, made, agreed upon and concluded this twenty-fifth day of January, in the year of our Lord one thousand eight hundred and sixty-five, between the “ Chicago and Great Eastern Rail¬ way Company,” a corporation duly organized and existing under and by virtue of the laws of the states of Indiana and Illinois, and the “ Chicago and Cincinnati Railroad Company,” a corporation duly organized and existing under and by virtue of the laws of the state of Indiana. Whereas, The railroad of the said Chicago and Cincinnati Railroad Company is now built and constructed from the city of Logansport, in the state of Indiana, to or near Valparaiso, in said state, and the railroad of the said Chicago and Great Eastern Railway Company is now in progress of construction from the city of Chicago, in the state of Illinois, to a point on the line of the railroad of the said Chicago and Cincinnati Railroad Company near LaCrosse, in the state of Indiana; and the said railroads of the said companies intersect at the said point on the line of the railroad of the said Chicago and Cincinnati Railroad Company. And whereas, The charters of the said two railroad companies author¬ ize their said railroads to go to such point of the intersection, and the lines of the said Chicago and Great Eastern Railway Company connect with the lines of the said Chicago and Cincinnati Railroad Company, and the said companies are, therefore, under and by virtue of the laws of the states of Indiana and Illinois, authorized and empowered to intersect, join and unite their railroads respectively, each with the other, at the 1 See page 69 . CORPORATE HISTORY. 6ll said point of intersection, and to merge and consolidate the property and stock of the respective companies with each other, making one joint stock company of the two railroads thus connected. And whereas, By resolutions of the board of directors of the said Chicago and Great Eastern Railway Company, adopted at a meeting of said board, held on the seventeenth day of January instant, and by like resolutions of the board of directors of the said Chicago and Cincin¬ nati Railroad Company, adopted at a meeting of said board, held on the sixteenth day of January instant, the president and secretary of each of said companies were authorized, empowered and directed to execute, under the seals of said companies respectively, an agreement to intersect, join and unite the respective railroads of said companies, and to merge and consolidate the property and stock of the respective companies with each other, upon terms substantially as hereinafter contained and ex¬ pressed, upon the approval of such consolidation and such terms by the stockholders of said companies respectively at their next annual meetings. And whereas, The stockholders of said respective companies have, by resolutions adopted at their said respective annual meetings by the vote of a majority in interest, of all of the stockholders of each of said com¬ panies respectively approved of such consolidation and the terms thereof as proposed and set forth in the said resolutions of their respective boards of directors, and herein contained and expressed, and have authorized and directed the presidents and secretaries of said companies respectively to execute the agreement for consolidation in and by said resolutions of their respective boards of directors proposed and authorized as aforesaid. Now, therefore, it is hereby mutually agreed by and between the said Chicago and Great Eastern Railway Company and the said Chicago and Cincinnati Railroad Company: First. That from and after the execution of these presents the rail¬ roads of the said Chicago and Great Eastern Railway Company and of the said Chicago and Cincinnati Railroad Company shall be and they hereby are joined and united, and the property and stock of the respective companies shall be and hereby are merged and consolidated; and they, the said Chicago and Great Eastern Railway Company and the said Chicago and Cincinnati Railroad Company shall and hereby do hence¬ forth make and constitute one joint stock company of their said railroads thus connected. Second. That the name of the consolidated joint stock company hereby formed shall be and is the “ Chicago and Great Eastern Railway Company.” Third. That all the property, rights and franchises of each of said companies, the parties to these presents, shall be and hereby are trans¬ ferred to and vested in the said consolidated joint stock company. Fourth. That the interest and property of the stockholders and cor¬ porators of the said Chicago and Great Eastern Railway Company, party to these presents, in the property and stock of the consolidated joint stock company, formed by these presents, shall be and is seventy-one hundred and fifteen parts thereof, and that the said stockholders and corporators of the said Chicago and Great Eastern Railway Company 612 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. shall be entitled to receive and to have issued to them and distributed among them, in accordance with their several interests, seventy-one hun¬ dred and fifteen parts of the entire stock of said consolidated joint stock company. Fifth. That the interest and property of the stockholders and corpora¬ tors of the said Chicago and Cincinnati Railroad Company, in the prop¬ erty and stock of the consolidated joint stock company, formed by these presents, shall be and is forty-five one hundred and fifteenth parts thereof and that the said stockholders and corporators of the said Chicago and Cincinnati Railroad Company shall be entitled to receive and to have issued to them and distributed among them in accordance with their sev¬ eral interests, forty-five one hundred and fifteenth parts of the entire stock of said consolidated joint stock company. In witness whereof, the parties hereto have caused these presents to be subscribed by their respective presidents and secretaries, and their respective seals to be hereto affixed, the day and year first above written. Chicago and Cincinnati Railroad Company, By JOHN BRANDT, Jr., President. E. WALKER, Secretary. Chicago and Great Eastern Railway Company, By W. D. JUDSON, President. L. H. WALKLEY, Secretary. The intersection, joining and uniting of the railroads of the contract¬ ing parties, named in the foregoing articles or agreement of consolida¬ tion, and the merger and consolidation of the property and stock of the respective companies with each other, making one joint stock company of the two railroads thus connected, upon the terms mutually agreed upon and expressed in said articles or agreement, have been made and concluded with our consent and by our directions, and we hereby fully approve of and adopt the action of the boards of directors and of the presidents and secretaries of the consolidating companies in executing the said articles and in completing such consolidation. In witness whereof, we, the stockholders in and corporators of the said respective companies have hereunto set our hands and seals this twenty-fifth day of January, in the year of our Lord one thousand eight hundred and sixty-five. Signed by twelve stockholders of the Chicago and Cincinnati Railroad Company, owning 7830 shares. Signed by nine stockholders of the Chicago and Great Eastern Rail¬ way Company, owning 7054 shares. Duly acknowledged before notary public, Cass county, Indiana, Janu¬ ary 25, 1865. Filed in the office of the secretary of state of Indiana, July 1, 1867; Illinois, May 15, 1865. CORPORATE HISTORY. 613 DEED. Chicago and Great Eastern Railway Company (Second) and Chicago and Cincinnati Railroad Company to Chicago and Great Eastern Railway Company (Third) Dated January 25, 1865. Conveying railroads, properties, franchises, etc., of the Chicago and Great Eastern Railway Company (Second) and the Chicago and Cincinnati Railroad Company. This indenture, made the 25th day of January, in the year one thou¬ sand eight hundred and sixty-five, between the Chicago and Great East¬ ern Railway Company, a corporation organized and existing under and by virtue of the laws of the states of Indiana and Illinois, party of the first part, the Chicago and Cincinnati Railroad Company, a corporation organized and existing under and by virtue of the laws of the state of Indiana, party of the second part, and the Chicago and Great Eastern Railway Company, a corporation formed under and in accordance with the laws of the states of Indiana and Illinois (by intersecting, joining and uniting the railroad of the party of the first part with the railroad of the party of the second part and merging and consolidating the property and stock of said respective companies) party of the third part. Whereas, Said parties of the first and second parts hereto have, under and in accordance with the laws of the states of Indiana and Illinois, intersected, joined and united their respective railroads, and merged and consolidated their property and stock with each other, making one joint stock company, which joint stock company so made is the party of the third part hereto, upon terms which have been mutually agreed upon by said parties of the first and second parts and are expressed in a certain consolidation agreement bearing even date with these presents, and executed by and between said parties of the first and second parts, to which reference is hereby had. Now, therefore, this indenture witnesseth, That said party of the first part, in consideration of the premises and of the grant hereinafter con¬ tained and expressed, by and on the part of said party of the second part, and in order more fully to complete and carry into effect such con¬ solidation, and in order fully and completely to vest the property, estate, rights,*interests and franchises of said party of the first part in said party of the third part, hath granted, bargained, sold, released and conveyed, and by these presents doth grant, bargain, sell, release and convey to said party of the third part, its successors and assigns forever, all the railroad, rolling stock, corporate property, estate, real and personal, rights, in¬ terests and franchises, whatsoever, of the said party of the first part, to have and to hold, all and singular, the said premises unto said party of the third part, its successors and assigns forever. And that said party of the second part, in consideration of the premises and of the grant hereinbefore contained and expressed by and on the part of said party of the first part, and in order fully and completely to carry into effect such consolidation and to vest the property, estate, 614 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. rights, interests and franchises of said party of the second part in said party of the third part, hath granted, bargained, sold, released and con¬ veyed, and by these presents doth grant, bargain, sell, release and convey to said party of the third part, its successors and assigns forever, all the xailroad, rolling stock, corporate property, estate, real and personal, rights, interests and franchises, whatsoever, and wheresoever of said party of the second part, to have and to hold, all and singular, the said prem¬ ises unto said party of the third part, its successors and assigns forever. In witness whereof, the said parties of the first and second parts have caused these presents to be subscribed by their respective presidents and secretaries, and their respective corporate seals to be affixed hereto, the day and year first above written. Chicago and Great Eastern Railway Company, • By W. D. JUDSON, President. L. H. WALKLEY, Secretary. Chicago and Cincinnati Railroad Company, By JOHN BRANDT, President. E. WALKER, Secretary. The words “ to carry into effect such consolidation and ” were inter¬ lined prior to the execution hereof. W. F. WHITEHOUSE. Acknowledged before Thurman C. Annabal, notary public, Cass county, Indiana, January 25, 1865. Recorded, Cook county, Illinois, Nov. 8, 1889, Book 2808, page 121. CHICAGO AND CINCINNATI RAILROAD COMPANY . 1 ARTICLES OF ASSOCIATION. Section 1st. We, the undersigned, subscribers to the stock of said railroad company, to the amount of one hundred thousand dollars, do associate and form an incorporated company, under and in pursuance of the act of the legislature of Indiana, entitled “ An act to provide for the incorporation of railroad companies,” approved May nth, A. D. 1852, and the acts amendatory and supplemental thereto; for the purpose of constructing, owning and maintaining a railroad, from a point on the Cincinnati and Chicago Railroad, about two thousand feet south of the Wabash river, and near Logansport, in Cass county, Indiana, to a point on the Pittsburgh, Fort Wayne and Chicago Railroad, at or near Val¬ paraiso, in Porter county, Indiana, in a direction towards the city of Chicago, Illinois; and do adopt these presents as the charter of said company. Sec. 2nd. The name of this corporation shall be the Chicago and Cincinnati Railrdad Company. Sec. 3rd. The capital stock of said corporation shall be one hundred thousand dollars, with the privilege of increasing the same according to 1 See page 69. CORPORATE HISTORY. 615 the provisions of said act, and the acts amendatory and supplemental thereto; said stock shall consist of one thousand shares of one hundred dollars each. Sec. 4th. There shall be seven directors of said corporation, and said directors shall consist of the following named persons until there shall be a regular election of directors holden by the stockholders, viz.: George Bradford Ripley, Jared B. Curtis, J. M. Warren, Oren Sherman, Na¬ thaniel Currier, John Brandt, Jr., and Amos Tenney. Five of the direc¬ tors of the corporation shall form a quorum for the transaction of business. Sec. 5th. The place from which said proposed road is to b"e con¬ structed shall be a point on the Cincinnati and Chicago Railroad about two thousand feet south of the Wabash river, and near Logansport, in Cass county, Indiana; and the place to which it shall be constructed shall be a point on the Pittsburgh, Fort Wayne and Chicago Railroad, at or near Valparaiso, in Porter county, Indiana; the length of said road is to be about sixty miles, and it is intended to pass through the counties of Cass, Pulaski, Starke, La Porte and Porter, in said state of Indiana. Dated September 12th, 1857. . JARED B. CURTIS, JOHN TENNEY, J. M. WARREN, GEO. BRADFORD RIPLEY, JOHN BRANDT, Jr., JOHN W. WRIGHT, W. D. JUDSON, NATHL. CURRIER, ROBERT TAYLOR, JOHN GREEN, OREN SHERMAN, THEODORE LINCOLN, Jr. AMOS TENNEY, S. W. CHAPMAN, G. W. DAVIS, TRUMAN WAY. We, the undersigned, do hereby subscribe the number of shares set opposite our respective names, to the stock of the Chicago and Cincin¬ nati Railroad Company, created by the articles of association hereto annexed, and of even date herewith, which said shares are each of the amount of one hundred dollars; and we do, each for himself and his legal representatives, promise and agree to pay the said several amounts subscribed by us to the said Chicago and Cincinnati Railroad Company, according to the provisions of the act under which said company is formed, and the acts amendatory and supplemental thereto. Dated September 12, 1857. Signed by sixteen subscribers, owning 787 shares. Filed in the office of the secretary of state of Indiana, September 25, 1857 . 6l6 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. MORTGAGE. Chicago and Cincinnati Railroad Company to Frederick C. Geb- HARD AND NATHANIEL MARSH. Dated October i, 1857. Securing $1,500,000 bonds, payable October 1, 1887, bearing 7 per cent. interest. This indenture, made the first day of October, in the year of our Lord one thousand eight hundred and fifty-seven, between the Chicago and Cincinnati Railroad Company, of the first part, and Frederick C. Geb- hard and Nathaniel Marsh, of the city of New York, of the second part,, witnesseth that: Whereas, The Chicago and Cincinnati Railroad Company, pursuant to the terms of their corporate organization under the general railroad law of the state of Indiana in the United States of America, are engaged in constructing a railroad from a point on the Cincinnati and Chicago' Railroad about two thousand feet south of the Wabash river and near Logansport, Cass county, in said state of Indiana; thence northwesterly to a junction with the Pittsburgh, Fort Wayne and Chicago Railroad at or near Valparaiso, Porter county, in said state, said railroad being located in the counties of Cass, Pulaski, Starke, La Porte and Porter, in said state; and, for the purpose of constructing the same and its ne¬ cessary appendages and equipping it with the necessary machinery, have resolved to raise money by loan to an amount not exceeding one million five hundred thousand dollars, and for that purpose have made and exe¬ cuted one thousand bonds of one thousand dollars each, numbered from one to one thousand; and eight hundred bonds of five hundred dollars each, numbered from one thousand and one to one thousand eight hundred; and five hundred bonds of two hundred dollars each,, numbered from one thousand eight hundred and one to two thousand three hundred, which said bonds are made payable at the Bank of the Manhattan Company, in the city of New York, on the first day of October, eighteen hundred and eighty-seven, and bearing interest from the first day of October, eighteen hundred and fifty-seven, at the rate of seven per cent, per annum, payable semi-annually on the first day of April and October in each year, at the same place, according to the interest warrants attached to each of said bonds, and are to be on an equality so far as regards security for the payment thereof by these presents; the said company, however, hereby expressly reserving the right, at any time after the whole of the rails are laid so that the regular passenger and freight trains are run over the whole length of said rail¬ road from Logansport to the junction with the Pittsburgh, Fort Wayne and Chicago Railroad as aforesaid, to execute and issue, under the pro¬ visions of this mortgage, if desired by said company, an additional number of bonds, not exceeding in the aggregate amount the sum of one hundred thousand dollars, and which, when issued, are placed on an equality with the said bonds hereinbefore described. Now, therefore, this indenture witnesseth, That the said Chicago and CORPORATE HISTORY. 617 Cincinnati Railroad Company, in order to secure the payment of the said several bonds hereinbefore described, amounting in the aggregate to one million five hundred thousand dollars, and any and all interest thereon, and in consideration of one dollar paid on the ensealing and delivery hereof by the said Frederick C. Gebhard and Nathaniel Marsh, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said Frederick C. Gebhard and Nathaniel Marsh, and to the survivor of them and their successors, forever, all the present and in future to be acquired property, of every kind and de¬ scription, of the said Chicago and Cincinnati Railroad Company, that is to say: their said railroad from near Logansport as aforesaid to the said junction with the Pittsburgh, Fort Wayne and Chicago Railroad at or near Valparaiso, including the right of way thereof and the lands occupied thereby, with the superstructure, and all rails or other materials used thereon or procured therefor, and all machinery, locomotives and cars, bridges, viaducts, culverts, fences, depots and station grounds and buildings erected thereon, all rights therein, tolls, income and any rights thereto or interest therein, together with the tolls or income to be had or derived therefrom, and all the franchises, rights and privileges of the said Chicago and Cincinnati Railroad Company of, in, to or concerning the same. To have and to hold the said premises, and every part thereof, with all the appurtenances, unto the said Frederick C. Gebhard and Nathaniel Marsh, and the survivor of them and their successors, forever, upon the following trusts, that is to say: that in case the said Chicago and Cincinnati Railroad Company shall fail to pay the principal, or any part thereof, or any of the interest, on said bonds issued under this mortgage as aforesaid, at any time when the same may become due and payable, when demanded, according to the tenor thereof, then, after sixty days from such default, upon the request of the holder of any of said bonds, the said Frederick C. Gebhard and Nathaniel Marsh, or the survivor of them, or their successors, may enter into, and take pos¬ session of all or any part of the said premises or property, and, as such trustees or trustee, or as attorneys or attorney in fact of said company, by themselves or himself, or agents or substitutes duly constituted, have, use and employ the same, making from time to time all needful repairs, alterations and additions thereto, and, after deducting the expenses of such use, repairs, alterations and additions thereto, apply the proceeds to the payment of the principal and interest of all said bonds remaining unpaid; or the said Frederick C. Gebhard and Nathaniel Marsh, and the survivor of them, and their successors, on the written request of the holders of at least one-half of the bonds issued under this mortgage, the principal or interest on the same being due and unpaid, shall cause the said premises, or so much thereof as shall be necessary to pay and discharge the principal and interest of all such of said bonds as may then be unpaid as aforesaid, to be sold at public auction in the city of Chicago, giving at least forty days’ notice of the time, place and terms of such sale and of the specific property to be sold, by publishing the same for forty days consecutively in at least one newspaper of general 6l8 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. circulation in each of the cities of Boston, New York, Philadelphia, Cincinnati and Chicago, and wherever else required by law, and execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance in fee simple for the same, which shall be a bar against the said Chicago and Cincinnati Railroad Company, their successors and assigns, and all persons claiming under them, of all right, interest or claim in or to said premises, or any part thereof; and the said Frederick C. Gebhard and Nathaniel Marsh, and the survivor of them, and their successors, shall, after deducting from the proceeds of said sale the costs and expenses of managing such property and of such sale, apply so much of the proceeds as may be necessary to the satisfaction and pay¬ ment of said principal or interest due and unpaid on said bonds, and shall restore the residue thereof to the said the Chicago and Cincinnati Railroad Company, their successors and assigns; it being hereby ex¬ pressly understood that in no case shall any claim or advantage be taken of any valuation, appraisement or extension law by the said the Chicago and Cincinnati Railroad Company, their successors or assigns, nor shall any injunction or stay of proceedings or any process be applied for or obtained by them to prevent such entry or sale as aforesaid. And the said party of the first part hereby further covenant and agree to and with the said parties of the second part, their successor or successors in the trust hereby created, that for the further security and ultimate redemp¬ tion of the said mortgage bonds to be issued by virtue of this mortgage, they will annually, on or before the thirty-first day of December in each year hereafter, beginning with the thirty-first day of December, one thousand eight hundred and sixty, until the principal of said bonds is fully paid, set apart and appropriate from the earnings of said road for the preceding twelve months and deposit with the said trustees, parties of the second part, or their successors in trust, who are hereby made, constituted and appointed the further trustees or receivers of the first parties hereto, and of all the holders of the mortgage bonds to be issued by virtue of this mortgage as aforesaid, for the purpose hereinafter men¬ tioned, the just and full sum of one and one-fourth per cent, (equal to eighteen thousand seven hundred and fifty dollars per annum) on all ■outstanding bonds secured by this mortgage, which, together with the accumulation of interest thereon, will form a capital sufficient to pay and discharge the entire principal of all the mortgage bonds contemplated to be issued by virtue of the several provisions of this mortgage on or before the maturity of the said bonds, the first setting apart and appro¬ priation of said sinking fund to be made and deposited on the thirty-first day of December, Anno Domini one thousand eight hundred and sixty; and the said sinking fund, or several sums of money thus set apart and appropriated, with all accumulations of interest, shall, as soon as prac¬ ticable thereafter, be laid out and invested by the said trustees, or their successors, in the purchase of the mortgage bonds to be issued under this mortgage, whenever any or either of the said mortgage bonds can be purchased at or under par, and the accrued interest on the same at the date of the purchase; in case the securities of the said company before specified cannot be procured or purchased on the terms aforesaid, then CORPORATE HISTORY. 619 in that case the said trustees, or their successors, shall from time to time invest the said fund under the advice and direction of the board of direc¬ tors of the party of the first part in said bonds at their market price or in such other securities as shall be deemed most safe and profitable for the party of the first part; provided, however, that the obligation of the party of the first part to make such annual deposit to the said sinking fund as aforesaid shall cease and determine as soon as the funds and securities placed in the hands of the said trustees, or their successors, shall, with the accumulation of interest thereon, form a capital sufficient to pay and discharge at the maturity thereof all the outstanding bonds issued hereunder. The said trustees, or their successors, shall at all times keep a proper and correct registry and account of the said several securities and funds so held by them as aforesaid and belonging to the said sinking fund for the inspection and examination of the parties hereto and of any of the stockholders or bondholders of the road, and shall annually, during the continuance of the trust, render to the first party hereto a written statement, showing the true state and condition of the said sinking fund, and when any of the aforesaid securities of the party of the first part shall have been purchased for the use of the sinking fund, the same shall, as soon as purchased, be cut, cancelled and retired by the said trustees, or their successors, and shall, from time to time and as soon as conveniently may be after such purchase, be returned by said trustees, or their successors, to said company, to be by them duly registered and destroyed in the presence of the president, treasurer and secretary of said company (or in the presence of a committee of three directors of said company) and of such trustees, and proper vouchers shall be given said trustees for all such cut and cancelled bonds so returned by them and registered and destroyed in their presence by said company. There shall be added to said sinking fund, however, annually, by said party of the first part, an amount equal to the annual interest on all of said companies’ bonds, which may be from time to time so purchased, cancelled and destroyed as aforesaid. The said trustees, or their successors, shall apply the funds and available securi¬ ties in their hands to the payment and redemption of the said mortgage bonds issued hereunder at their maturity, rendering the overplus, if any, to the party of the first part, or their assigns. Provided, however, and it is hereby expressly agreed that the majority in interest of the said bondholders may at any time appoint a trustee or trustees, resident in the United States, for said sinking fund, to supersede the trustees ap¬ pointed for that purpose by said party of the first part; and, upon re¬ ceiving notice from said majority of bondholders of such appointment, the said party of the first part shall cause the said trust fund to be de¬ posited with said trustee or trustees for the benefit of the bondholders, in conformity with the terms and conditions herein mentioned, and which said trustee or trustees, so appointed by a majority of the bondholders, and his lawful successor, shall continue in office until otherwise provided by a majority of said bondholders, and said trustee or trustees, so appointed by said bondholders, shall be subject to the same provisions, restrictions and regulations in regard to the trust fund as are herein 620 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. named and provided for the guidance and control of the trustees herein appointed by the party of the first part. And the said party of the first part further covenants as aforesaid that all money borrowed for the purpose aforesaid upon the security of any of the said bonds shall be faithfully applied with due diligence in the construction of said road and its appendages and in the equipment thereof. And it is hereby mutually agreed, and these presents are upon this express condition, that, on the payment of the principal and interest of said bonds, the estate hereby granted shall be void, and the right to the premises hereby conveyed shall revert and revest in the said party of the first part, their successors and assigns, without any acknowledgment of satisfaction, reconveyance, re-entry or other act. And it is further agreed that the said Frederick C. Gebhard and Nathaniel Marsh, and the survivor of them and their successors, shall only be accountable for reasonable diligence in the management thereof, in case they, or either of them, should be required,* by reason of the non-payment of the said bonds or the interest thereon, to take possession of the road and premises for the benefit of the holders of said bonds, and shall not be responsible for the acts of any agent employed by them, or either of them, when such agent is selected with reasonable discretion, and that they, and each of them, shall receive and be entitled to receive proper compensation for every labor or service performed in the discharge of the trust aforesaid, in case they, or either of them, shall be compelled to take possession of said premises, or any part thereof, or manage the same. And it is further agreed that in case of the death, mental incapacity or resignation of the said Frederick C. Gebhard and Nathaniel Marsh, and the survivor of them, the said the Chicago and Cincinnati Railroad Company may, on notice of sixty days by advertisement in a newspaper of general circulation in each of the cities of New York, Boston, Philadelphia, Chicago and Cincinnati, to the holders of said bonds, apply to any court in Cass, Pulaski, Starke, La Porte or Porter counties, in the state of Indiana, to appoint one or more trustees to take their places, and thereupon such new trustee or trustees shall become vested for the purposes aforesaid with all the rights and interests hereby conveyed to or vested in the said trustees hereinbefore named, without any further assurance or conveyance for the same. In witness whereof, the said company have caused their corporate seal to be hereunto affixed and these presents to be signed by their president and attested by their secretary, the first day of October, A. D. eighteen hundred and fifty-seven. JARED B. CURTIS, President. Attest: AMOS TENNEY, Secretary. In presence of WILLIAM BLANCHARD. Acknowledged before William Blanchard, notary public, Wayne county, Indiana, October I, 1857. Recorded, Porter county, Indiana, October 7, 1857, Mortgage Record C, page 300. CORPORATE HISTORY. 621 Decree of the United States Circuit Court for the District of Indiana cancelling Mortgage. Made and entered August 20, 1890. X R. Planten ] vs. The Chicago and Cincinnati Railroad Company No. 8436. Chancery. and the Chicago, St. Louis and Pittsburgh Railroad Company. Come now the defendants herein by their counsel and show to the court by the report of William P. Fishback, master in chancery herein, that pursuant to the direction of the decree herein, he gave due notice, by publication once a week for three consecutive weeks in the New York Evening Post, a daily newspaper of general publication printed and pub¬ lished in the city of New York, state of New York; in the Indianapolis Daily Journal, a daily newspaper of general circulation printed and published in the city of Indianapolis, in the state of Indiana; and in the Chicago Inter-Ocean, a daily newspaper of general circulation printed and published in the city of Chicago, in the state of Illinois, of the order en¬ tered in said decree, requiring all outstanding bonds of the said Chicago and Cincinnati Railroad Company, secured by the aforesaid mortgage, to be presented and filed herein on or before August 15th, 1890, or be forever barred. And it appearing to the satisfaction of the court, that none of said bonds have been filed herein, it is therefore adjudged and decreed by the court that all such outstanding bonds of the Chicago and Cincinnati Railroad Company, described in the mortgage of said company, executed October 1, 1857, to Frederick C. Gebhard and Na¬ thaniel Marsh, trustees, be and the same are hereby barred as a lien upon or claim against the property conveyed by said mortgage. And it appearing to the satisfaction of the court from the receipts of the clerk of this court, and of the solicitor for plaintiff, that the amount found due on the bonds and coupons described in said decree, have been by said defendant, Chicago, St. Louis and Pittsburgh Railroad Company, fully paid, and said bonds and coupons surrendered and cancelled. Whereupon said defendant pray that the said mortgage be decreed satisfied. It is therefore considered, adjudged and decreed by the court, that the mortgage executed by said Chicago and Cincinnati Railroad Company on the 1st day of October, 1857, to Frederick C. Gebhard and Nathaniel Marsh, trustees, to secure the payment of the bonds of said Chicago and Cincinnati Railroad Company, in said mortgage described, as follows, to wit: one thousand bonds of the denomination of one thousand dollars each, numbered from one to one thousand; eight hundred bonds of the denomination of five hundred dollars each, numbered from one thousand and one to one thousand eight hundred; and five hundred bonds of the denomination of two hundred dollars, numbered from one thousand eight hundred and one to two thousand three hundred, payable at the bank of the Manhattan Company in the city of New York, on the first day of October, 1887, with interest at the rate of seven per centum 622 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. per annum, payable semi-annually on the first days of April and October in each year, at the same place, according to the interest coupons attached, be and the same is hereby satisfied and discharged as a lien and incum¬ brance upon the property therein described. United States of America, • District of Indiana. I, Noble C. Butler, clerk of the Circuit Court of the United States, within and for the district aforesaid, do hereby certify that the above and foregoing is a full and true copy of an order of said court in the case of J. R. Planten against the Chicago and Cincinnati Railroad Company and others, made and entered on the 20th day of August, 1890, as fully as the same remains upon the records now in my office. Witness my hand and the seal of said court at Indianapolis, in said district, this 20th day of August, 1890. NOBLE C. BUTLER, Clerk. Cancellation of mortgage recorded Cass county, Ind., August 25, 1890, Miscellaneous Record No. 6, page 85; Pulaski county, Sept. 17, 1890, Miscellaneous Record B, page 408; Starke county, Nov. 26, 1890, Miscel¬ laneous Record D, page 366; La Porte county, Mortgage Record 28, page 530; Porter county, Dec. 31, 1890, Book 28 Z, page 277. AGREEMENT Between Owners of Chicago and Cincinnati First Mortgage Bonds to Surrender them in Exchange for Bonds of the Chicago and Great Eastern Railway Company. Dated January 7, 1865. Whereas, It is proposed to consolidate the Chicago and Cincinnati Railroad Company with the Chicago and Great Eastern Railway Com-! pany and the Cincinnati and Chicago Air Line Railroad Company under the name of the “ Chicago and Great Eastern Railway Company.” Now, we the subscribers, holders and owners of the first mortgage bonds o£ said Chicago and Cincinnati Railroad Company, do hereby agree upon said consolidation being carried into effect, that we will surrender to- said Chicago and Great Eastern Railway Company all of said bonds so held by us, with all past due and unpaid coupons attached to said bonds, and receive in full satisfaction and payment of the same sixty-five per, cent, of the face thereof, waiving and relinquishing all claim for coupons past due and unpaid, payment to.be made to us in the first mortgage bonds of the Chicago and Great Eastern Railway Company at par, car¬ rying interest from April 1st, 1865, being part of the issue of said com¬ pany’s bonds for two million dollars, secured by mortgage to Frederick Schuchardt and Henry Morgan, trustees, upon that portion of said com¬ pany’s road extending from Chicago, Illinois, to Logansport, Indiana, due October 1st, 1893, bearing seven per cent, interest, payable semi¬ annually, October 1st and April 1st in each year. Settlement to be made within four months from this date. The CORPORATE HISTORY. 623 amounts of said bonds so held by us being set opposite our respective signatures. Witness our hands this seventh day of January, A. D. 1865. HENRY MORGAN, FREDK. SCHUCHARDT, FRED. C. GEBHARD, SCHUCHARDT & GEBHARD, P. CHOUTEAU, Jr., per John H. Thompson, Atty. HALE & AYER, SMITH & DUNLOP. AGREEMENT Between Holders as Collateral on Notes of Chicago and Cincin¬ nati Bonds to Surrender Bonds in Exchange for Bonds of the Chicago and Great Eastern Railway Company. Dated January 7, 1865. Whereas, It is proposed to consolidate the Chicago and Cincinnati Railroad Company with the Chicago and Great Eastern Railway Com¬ pany and the Cincinnati and Chicago Air Line Railroad Company under the name of the “ Chicago and Great Eastern Railway Company.” Now we, the subscribers, creditors of said Chicago and Cincinnati Railroad Company, holding said company’s promissory notes, secured by pledge of its first mortgage bonds as collateral, agree upon said consolidation being carried into effect, to surrender said promissory notes and the mortgage bonds pledged as security therefor, with all interest coupons attached, and to receive in satisfaction of the principal and interest of our several claims, the first mortgage seven per cent, bonds of the said Chicago and Great Eastern Railway Company at par, said bonds carry¬ ing interest from April 1, 1865, and being part of their issue of two mil¬ lion dollars, secured by mortgage to Frederick Schuchardt and Henry Morgan upon that portion of said company’s road extending from Chicago, Illinois, to Logansport, Indiana, due October 1, 1893, interest payable April 1 and October 1 in each year. Our several accounts to be made up as cash April 1, 1865, when the settlement is to date, and the same to be carried into effect within four months from this date. The amount of our several claims, with interest added to April 1, 1865, and the amounts of bonds held by us as collateral, are set opposite our respective signatures. Witness our hands this seventh day of January, A. D. 1865. SCHUCHARDT & GEBHARD, J. W. ELWELL & CO., JAMES READ, PARKER, WILDER & CO., JAMES W. JUDD, U. N. MURDOCK, THOS. MUNROE, Agt. 624 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. CHICAGO AND GREAT EASTERN RAILWAY COMPANY (Fourth ). 1 ARTICLES OF CONSOLIDATION Between the Chicago and Great Eastern Railway Company and the Cincinnati and Chicago Air Line Railroad Company under the Name of the Chicago and Great Eastern Railway Company (No. 4). Articles of consolidation, made, agreed upon and concluded this twenty-fifth day of January, in the year of our Lord one thousand eight hundred and sixty-five, between the “ Chicago and Great Eastern Rail¬ way Company ” (a corporation formed under and by virtue of the laws of the states of Indiana and Illinois by intersecting, joining and uniting the railroads of the Chicago and Great Eastern Railway Company, a company organized and existing under the laws of the states of Indiana and Illinois, and of the Chicago and Cincinnati Railroad Company, a company organized and existing under the laws of the state of Indiana, and merging and consolidating the property and stock of such com¬ panies with each other, making one joint stock company of the two rail¬ roads thus connected), of the one part, and the “ Cincinnati and Chicago Air Line Railroad Company,” a corporation duly organized and existing under and by virtue of the laws of the state of Indiana, of the other part. Whereas, The railroad of the said “ Chicago and Great Eastern Rail¬ way Company,” one of the parties to these presents, is now constructed and in progress of construction from the city of Chicago, in the state of Illinois, to the city of Logansport, in the state of Indiana, and the railroad of the said “ Cincinnati and Chicago Air Line Railroad Com¬ pany,” the other of the parties to these presents, is now actually con¬ structed and completed from said city of Logansport to Richmond, in the state of Indiana, and the railroads of the said two companies meet and intersect at said city of Logansport. And whereas, The charters of the said two companies, the parties to these presents, authorize their said railroads to go to such points of intersection at said city of Logansport and the lines of the said Chicago and Great Eastern Railway Company, party to these presents, connect with the lines of the Cincinnati and Chicago Air Line Railroad Com¬ pany, and the said companies are therefore under and by virtue of the laws of the states of Indiana and Illinois authorized and empowered to intersect, join and unite their railroads respectively each with the other at the said point of intersection, and to merge and consolidate the property and stock of the respective companies with each other, making one joint stock company of the two railroads thus connected. And whereas, By resolutions of the board of directors of the said Chicago and Great Eastern Railway Company, one of the parties to these presents, adopted at a meeting of said board held on the 25th day of January instant, and by like resolutions of the board of directors of 1 See page 71. CORPORATE HISTORY. 625 the Cincinnati and Chicago Air Line Railroad Company, the other of the parties to these presents, adopted at a meeting of said board held on the seventeenth day of January instant, the president and secretary of each of said companies, the parties to these presents, were authorized, empowered and directed to execute, under the seal of said companies respectively, an agreement to intersect, join and unite the respective railroads of said companies and to merge and consolidate the property and stock of the respective companies with each other upon terms sub¬ stantially as hereinafter contained and expressed, upon the approval of such consolidation and such terms by the stockholders and corporators of said respective companies, the parties to these presents at their meet¬ ings to be held. And whereas, The stockholders and corporators of said respective companies, the parties to these presents, have by resolutions, adopted at their respective meetings by the vote of a majority in interest of all of the stockholders and corporators of each of said companies respec¬ tively, approved of such consolidation and the terms thereof as proposed and set forth in the said resolutions of their respective boards of direc¬ tors, and hereinafter contained and expressed, and have authorized and directed that presidents and secretaries of said companies, the parties to these presents, respectively, to execute on behalf and under the seal of said companies respectively, the agreement for consolidation in and by said resolutions of their respective boards of directors proposed and authorized as aforesaid. Now, therefore, it is hereby mutually agreed by and between the said Chicago and Great Eastern Railway Company and the said Cincinnati and Chicago Air Line Railroad Company, the parties to these presents: First. That from and after the execution of these presents the rail¬ roads of the said parties to these presents shall be and they hereby are joined and united, and the property and stock of the respective com¬ panies shall be and hereby are merged and consolidated, and they, the said parties to these presents, shall and hereby do henceforth make and ■constitute one joint stock company of their said railroads thus connected. Second. That the name of the consolidated joint stock company hereby formed shall be and is the “ Chicago and Great Eastern Railway Company.” Third. That all the property, rights and franchises of each of said companies parties to these presents shall be, and they hereby are, transferred to and vested in the said consolidated joint stock company hereby formed; and that such consolidated joint stock company shall become liable for and guarantee and assume the payment of all the bonds issued by the said Cincinnati and Chicago Air Line Railroad Company, dated August 1, i860, and secured by mortgage to Matthew Morgan and Frederick Schuchardt, trustees, and shall also become liable for, guar¬ antee and assume the payment of the principal and interest of all bonds issued by said Cincinnati and Chicago Air Line Railroad Company, known as “ seven per cent, sinking fund bonds for funded coupons of first mortgage bonds.” Fourth. The capital stock of the consolidated joint stock company 40 626 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. formed by these presents, shall be four million three hundred and ninety thousand dollars, divided into forty-three thousand and nine hundred shares of one hundred dollars each; and there shall be issued to and apportioned among the stockholders and corporators of said Chicago and Great Eastern Railway Company, one of the parties to these presents, in proportion to their respective rights and interests, twenty-two thou¬ sand six hundred and thirty-nine shares of said capital stock; and there shall be issued to and apportioned among the stockholders and cor¬ porators of said Cincinnati and Chicago Air Line Railroad Company in proportion to their respective rights and interests, twenty-one thou¬ sand two hundred and sixty-one shares of said capital stock, such shares of said capital stock of the joint stock company hereby formed; issued as above provided to the stockholders and corporators of the respective companies parties to these presents, being intended to be and hereby de¬ clared to be in full satisfaction of all the rights and interests of the said corporators and stockholders in or to the stock or property of the respective companies parties to these presents. In witness whereof, the parties hereto have caused these presents to be subscribed by their respective presidents and secretaries, and their respective seals to be hereto affixed, the day and year first above written. Chicago and Great Eastern Railway Company, By JOSEPH E. YOUNG, President. HENRY J. PAGE, Secretary. Cincinnati and Chicago Air Line Railroad Company, By HENRY MORGAN, President. J. S. HUNT, Secretary. Duly acknowledged before Thurman C. Annabal, notary public, Cass county, Indiana, January 25, 1865. The intersection, joining and uniting of the railroads of the contract¬ ing parties named in the foregoing articles or agreement of consolida¬ tion, and the merger and consolidation of the property and stock of the respective companies with each other, making one joint stock company of the two railroads thus connected, upon the terms mutually agreed upon and expressed in said articles or agreement, has been made and con¬ cluded with our consent and by our directions, and we hereby fully approve of and adopt the action of the boards of directors and of the presidents and secretaries of the consolidating companies in executing the said articles and in completing such consolidation. In witness whereof, we, the stockholders in and corporators of the said respective companies, have hereunto set our hands and seals this 25th day of January, in the year of our Lord one thousand eight hundred and sixty-five. Signed by nineteen stockholders of the Cincinnati and Chicago Air Line Railroad Company, owning 5000 shares. Signed by eighteen stockholders of the Chicago and Great Eastern Railway Company, owning 22,581 shares. Filed in the office of the secretary of state of Illinois, May 15, 1865. I CORPORATE HISTORY. 627 DEED. Chicago and Great Eastern Railway Company (Third) and the Cincinnati and Chicago Air Line Railroad Company to the Chicago and Great Eastern Railway Company (Fourth). Dated January 25, 1865. Conveying railroads, properties, franchises of the Chicago and Great East¬ ern Railway Company (Third) and the Cincinnati and Chicago Air Line Railroad Company, This indenture, made the twenty-fifth day of January, in the year one thousand eight hundred and sixty-five, between the Chicago and Great Eastern Railway Company, a corporation formed under and in accord¬ ance with the laws of the states of Indiana and Illinois (by intersecting, joining and uniting the railroad of the Chicago and Cincinnati Railroad Company with the railroad of the Chicago and Great Eastern Railway Company, as heretofore existing, and merging and consolidating the property and stock of said respective companies), party of the first part, the Cincinnati and Chicago Air Line Railroad Company, a corporation organized and existing under and by virtue of the laws of the state of Indiana, party of the second part, and the Chicago and Great Eastern Railway Company, a corporation formed under and in accordance with the laws of the states of Indiana and Illinois (by intersecting, joining and uniting the railroad of the party of the first part with the railroad of the party of the second part, and merging and consolidating the property and stock of said respective companies), party of the third part. Whereas, Said parties of the first and second parts hereto have, under and in accordance with the laws of the states of Indiana and Illinois, intersected, joined and united their respective railroads, and merged and consolidated their property and stock with each other, making one joint stock company, which joint stock company so made is the party of the third part hereto, upon terms which have been mutually agreed upon by said parties of the first and second parts, and are expressed in a certain consolidation agreement, bearing even date with these presents and executed by and between said parties of the first and second parts; to which reference is hereby had. Now, therefore, this indenture wit- nesseth, that said party of the first part, in consideration of the premises and of the grant hereinafter contained and expressed, by and on the part of said party of the second part, and in order more fully to com¬ plete and carry into effect such consolidation, and the more fully and completely to vest the property, estate, rights, interests and franchises of said party of the first part in said party of the third part, hath granted, bargained, sold, released and conveyed, and by these presents doth grant, bargain, sell, release and convey to said party of the third part, its successors and assigns forever, all the railroad, rolling stock, corporate property, estate, real and personal, rights, interests and franchises, whatsoever and wheresoever, of the said party of the first part, to have and to hold all and singular the said premises unto said party of the third part, its successors and assigns forever. 628 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. And that said party of the second part, in consideration of the premises and of the grant hereinbefore contained and expressed by and on the part of said party of the first part, and in order fully and completely to carry into effect such consolidation and to vest the property, estate, rights, interests and franchises of said party of the second part in said party of the third part, hath granted, bargained, sold, released and conveyed, and by these presents doth grant, bargain, sell, release and convey to said party of the third part, its successors and assigns forever, all the rail¬ road, rolling stock, corporate property, estate, real and personal, rights, interests and franchises, whatsoever and wheresoever, of said party of the second part, to have and to hold all and singular the said premises unto said party of the third part, its successors and assigns forever. In witness whereof, the said parties of the first and second parts have caused these presents to be subscribed by their respective presidents and secretaries, and their respective corporate seals to be affixed hereto, the day and year first above written. Cincinnati and Chicago Air Line Railroad Company, By HENRY MORGAN, President. J. S. HUNT, Secretary. Chicago and Great Eastern Railroad Company, By JOSEPH E. YOUNG, President. HENRY J. PAGE, Secretary. The words “ carry into effect such consolidation and to ” were inter¬ lined prior to the execution hereof. W. F. WHITEHOUSE. Acknowledged before Thurman C. Annabal, notary public, Cass county, Indiana, January 25, 1865. MORTGAGE. Chicago and Great Eastern Railway Company (Fourth) to Fred¬ erick ScHUCHARDT AND HENRY MORGAN, TRUSTEES. Dated February 24, 1865. Supplementary to mortgage of Chicago and Great Eastern Railway Com¬ pany (second), dated November 10, 1863, and to more effectually vest in the trustees the title to the railroad and property formerly of the Chicago and Cincinnati Railroad Company. This indenture, made this twenty-fourth day of February, in the year of our Lord one thousand eight hundred and sixty-five, between the Chicago and Great Eastern Railway Company, a corporation formed and constituted under and in accordance with the laws of the states of Indiana and Illinois (by consolidating the property and stock of the Chicago and Great Eastern Railway Company as existing prior to such consolidation, with the property and stock of the Chicago and Cincin¬ nati Railroad Company, and by further consolidating the property and stock of such consolidated company with the property and stock of the Cincinnati and Chicago Air Line Railroad Company), party of the first CORPORATE HISTORY. 629 part, and Frederick Schuchardt and Henry Morgan, of the city, county and state of New York, parties of the second part. Whereas, By a certain indenture or deed of trust, in the nature of a mortgage bearing date the tenth day of November, in the year of our Lord, one thousand eight hundred and sixty-three, made by and be¬ tween the Chicago and Great Eastern Railway Company as then exist¬ ing, and the parties of the second part hereto, the said Chicago and Great Eastern Railway Company, as then existing, did grant, bargain, sell, transfer and convey to the parties of the second part hereto, and to their successors in the trust thereby created and assigns, all the follow¬ ing property of the said Chicago and Great Eastern Railway Company, then owned or thereafter to be acquired, that is to say, its said railroad from the city of Chicago, in the state of Illinois, to the city of Logans- port, in the state of Indiana, made and to be made, including the right of way and land occupied thereby, with its superstructure, and all other lands, buildings and improvements, rolling stock, machinery, materials, furniture, and all other property, real and personal, pertaining to said • road, or the use thereof, then owned or thereafter to be acquired by said railway company, and in said deed of trust particularly mentioned and described, together with all the tolls, rents and income to be derived therefrom, and all franchises, rights and privileges, then owned, exercised or held, or which might thereafter be owned, exercised or held, by said railway company, of, in, to or concerning the same, for the purpose, as in said indenture or deed of trust set forth and expressed, of securing the payment of the principal and interest of certain bonds of the said Chicago and Great Eastern Railway Company, numbered from one to two thou¬ sand, both inclusive, for one thousand dollars each, and bearing date and payable as in said indenture or deed of trust is particularly set forth and expressed, all which said bonds were and are in and by said inden¬ ture or deed of trust declared and agreed to be upon an equality so far as regards security for the payment thereof, notwithstanding the same might or may be issued at different times. And whereas, It was by and between the respective parties to said deed of trust understood and agreed therein and thereby declared, that of the bonds issued under and secured by said deed of trust eleven hundred of the same, numbered from one to eleven hundred, both inclusive, and the moneys received therefor should be applied solely and only to the construction and equipment of that part of the road of said Chicago and Great Eastern Railway Company which lies between Chicago and a point on the Chicago and Cincinnati Railroad, at or near La Crosse, in the state of Indiana; and that the remaining nine hundred bonds secured by said deed of trust should not be executed by said Chicago and Great Eastern Railway Company, nor countersigned by said trustees, nor sold by the said railway company, until the same, or the proceeds thereof, should be required by said Chicago and Great Eastern Railway Company either for the construction and equipment of that part of its said road extending from said point, at or near La Crosse aforesaid, to Logans- port, or for the purchase and equipment of and consolidation with some railroad existing and in operation between these points. And that all 63O PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the said last mentioned bonds, being those numbered from eleven hun¬ dred and one to two thousand, both inclusive, and the moneys received upon the sale of the same, and the whole thereof should be applied as the said Chicago and Great Eastern Railway Company or its successors might elect, either to the purchase and equipment of some existing railroad between said point at or near La Crosse aforesaid and Logans- port, or to the construction and equipment of that part of the line of road of the said party of the first part, which extends from said point at or near La Crosse aforesaid to Logansport; and that they should not, nor should any portion thereof, be otherwise applied or appropriated. And whereas, It was by and between the respective parties to said deed of trust further understood and agreed, and therein and thereby declared, that in case the said party of the first part to said deed of trust, or its successors, should elect to purchase and consolidate with some existing railroad extending from said point at or near La Crosse afore¬ said to Logansport, instead of constructing that part of its road which lies between these points, then and in that case the railroad so purchased, with its appurtenances, rolling stock, and all other property connected or obtained therewith, should be and should be deemed and taken to be embraced in and covered by the said deed of trust and conveyed thereby to said parties of the second part thereto, the survivor of them, their successors in said trust and assigns for the security of the bonds issued under the said deed of trust as fully, to all intents and purposes, as though the same were therein fully and particularly described; and the said party of the first part to said deed of trust, did thereby agree to execute and deliver all such additional conveyance or further assurance, as counsel learned in the law, might reasonably advise for the more effectually vesting the title thereto and property therein in said parties of the second part, the survivor of them and their successors in said trust and assigns. And whereas, The said Chicago and Great Eastern Railway Company, party of the first part to said deed of trust, has issued the first eleven hundred of the bonds mentioned and described therein, numbered from one to eleven hundred, both inclusive, and has applied the proceeds thereof to the construction and equipment of that part of its said road which lies between Chicago and a point at or near La Crosse aforesaid, and has built and constructed that part of its said road; and has con¬ solidated its property and stock with the property and stock of the Chicago and Cincinnati Railroad Company, a corporation formed and existing under and by virtue of the laws of the state of Indiana, and owning, subject to certain incumbrances thereon, a railroad extending from Logansport to La Crosse aforesaid; and thence to Valparaiso, in the state of Indiana, and the consolidated company so formed has consoli¬ dated its property and stock with the property and stock of the Cincin¬ nati and Chicago Air Line Railroad Company, a corporation formed and existing under and by virtue of the laws of said state of Indiana. And whereas, By said several consolidations, the party of the first part to these presents has been formed and constituted and has succeeded to said Chicago and Great Eastern Railway Company, the party of the first part to said deed of trust, and also to the said Chicago and Cincinnati CORPORATE HISTORY. 63I Railroad Company, and has purchased or acquired, and has become and is the owner of and possessed of all the rights, franchises, powers, railroads and property of the said companies respectively, subject to the rights of the parties of the second part to these presents, in, to and over the same, and also subject as to the railroad and property of said Chicago and Cincinnati Railroad Company to the incumbrances existing thereon. And whereas, The aforesaid remaining nine hundred of said bonds mentioned in and secured by said deed of trust are now required by said party of the first part to these presents for the purchase, acquisi¬ tion and equipment of said railroad of the Chicago and Cincinnati Rail¬ road Company between said point at or near La Crosse aforesaid and Logansport and said party of the first part hereto, has resolved, as in said deed of trust it was contemplated and provided should be done, to issue said remaining nine hundred bonds, numbered from eleven hun¬ dred and one to two thousand, both inclusive, and with the same or the proceeds thereof to pay for and equip said railroad between said point at or near La Crosse aforesaid and Logansport, and to pay and dis¬ charge the incumbrances thereon existing at the time of the aforesaid consolidation. Now, therefore, this indenture witnesseth, That the said party of the first part to these presents, in pursuance of the aforesaid covenant for further assurance in the aforesaid deed of trust contained and expressed, as also for and in consideration of the sum of one dollar, to it paid at or before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged, hath granted, sold, released, aliened, conveyed and confirmed, and by these presents doth grant, sell, release, alien, convey and confirm to the said parties of the second part, and the sur¬ vivor of them and to their successors in said trust and assigns, all and singular the railroad formerly of the said Chicago and Cincinnati Rail¬ road Company, purchased or acquired as hereinbefore stated, under and by the consolidations aforesaid, and extending from Logansport, in said state of Indiana to La Crosse aforesaid, made or to be made, in¬ cluding the right of way and land occupied thereby, together with the superstructure and tracks thereon, or to be put thereon, and all the rails and other materials used thereon or procured therefor, including all iron, rails and other materials and property purchased or to be pur¬ chased for the same, depots, depot grounds and the buildings thereon, or to be constructed thereon, cattle yards, gravel pits and other lands, with the appurtenances and improvements thereon, bridges, viaducts, cul¬ verts, fences, switches, turn-tables, warehouses, water stations, and all other structures, engines, tenders, cars, tools, materials, machinery, furniture, and all other property, real or personal, pertaining to said last mentioned piece of railroad or to the using thereof, now owned or here¬ after to be owned by said party of the first part and used in connection with the said road, hereby ratifying and in all things confirming the con¬ veyance made or intended to be made by, and the covenants, stipula¬ tions and agreements contained in the said deed of trust hereinbefore mentioned. To have and to hold all and singular the said premises and property 632 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. herein mentioned and conveyed, or intended to be conveyed, and every part and parcel thereof, with the appurtenances, unto the said parties of the second part, the survivor of them and their successors in said trust and assigns, in the manner, for the purposes and upon the trusts created and declared in and by said deed of trust, and for the benefit and security of the holders and such as may become the holders of the bonds, and each and every of them therein mentioned. And the said Chicago and Great Eastern Railway Company, the party of the first part to these presents, further covenants, for the considera¬ tion herein and in said deed of trust expressed, to make, execute, ac¬ knowledge and deliver every such further act and acts, conveyances and assurances in the law whatsoever, for the further, better and more effectual conveying and securing of all and singular the premises here¬ inbefore and in said deed of trust mentioned to the said parties of the second part, the survivor of them, their successor or successors in the said trust and assigns, and for more effectually carrying into effect the objects of said trust, and more particularly for the conveyance of any property acquired by the said party of the first part, by reason of or through or by the consolidation aforesaid and comprehended in the description of the premises contained in said deed of trust, as by the said parties of the second part, the survivor of them, or their successors in said trust and assigns, or by their counsel learned in the law shall be reasonably desired, advised or required. In witness whereof, the said Chicago and Great Eastern Railway Com¬ pany, party of the first part, has caused these presents to be signed by its president and secretary, and its corporate seal to be hereto affixed, the day and year first above written. Chicago and Great Eastern Railroad Company, By WILLIAM D. JUDSON, President. Company’s Corporate Seal. Attest: AMOS TENNEY, Secretary. Signed, sealed and delivered in the presence of JAMES S. DOWDY, J Revenue I MOSES B. MACLAY. ' tamp * Duly acknowledged before Moses B. Maclay, notary public and com¬ missioner for Indiana in the city of New York, February 25, 1865. Recorded, Lake county, Indiana, March 9, 1865, Book M, page 121; and in other counties along the line. MORTGAGE. Chicago and Great Eastern Railway Company (Fourth) to George N. Titus and James D. Fish, Trustees. Dated April 1, 1865. Securing $5,600,000 bonds of $1000 each, dated April 1, 1865, payable April 1, 1895, bearing 7 per cent, interest. This indenture, made this first day of April, in the year one thousand eight hundred and sixty-five, between the Chicago and Great Eastern CORPORATE HISTORY. 633 Railway Company, a corporation formed and constituted under and in accordance with the laws of the states of Indiana and Illinois, party of the first part, and George N. Titus and James D. Fish, of the city and state of New York, parties of the second part. Whereas, On the first day of August, i860, a corporation, then exist¬ ing under the laws of said state of Indiana, and known as the Cincinnati and Chicago Air Line Railroad Company, by a certain deed of trust in the nature of a mortgage, dated on that day, did grant, bargain, sell, convey and transfer unto Matthew Morgan and Frederick Schuchardt, of the city of New York, trustees, all its railroad extending from the city of Richmond, Wayne county, in said state of Indiana, to the city of Logansport, in Cass county, in said state, with the appurtenances thereof, and all other, the corporate property, effects and franchises of said company, as in said indenture or deed of trust is more particularly stated. To have and to hold the same unto the said Matthew Morgan and Frederick Schuchardt, and their survivor and successors, as security for the payment of certain bonds made and issued by said company to the aggregate amount of one million six hundred thousand dollars, with interest coupons annexed, fourteen hundred of said bonds being of the denomination of one thousand dollars each, numbered consecutively from one (1) to fourteen hundred (1400), both inclusive; two hundred thereof being of the denomination of five hundred dollars each, num¬ bered consecutively from fourteen hundred and one (1401) to sixteen hundred (1600), both inclusive, and two hundred and fifty thereof being of the denomination of four hundred dollars each, numbered consecutively from sixteen hundred and one (1601) to eighteen hundred and fifty (1850), both inclusive; all of which bonds bear date the first day of August, i860, are payable on the first day of August, 1890, and are now outstanding and unpaid. And whereas, In pursuance of an agreement made the first day of December, one thousand eight hundred and sixty-two, between said Cincinnati and Chicago Air Line Railroad Company, of the first part, the holders of certain of said bonds secured by said last mentioned deed of trust, of the second part, and said Frederick Schuchardt, surviving trustee, etc., of the third part, the payment of coupons for the interest which matured on certain of said bonds on and prior to the first day of February, 1865, to the aggregate amount of three hundred and eighteen thousand eight hundred and fifty-nine dollars was deferred by the re¬ spective holders thereof until the first day of November, 1886, and the said company issued to such holders its sinking fund bonds and scrip certificates to said last mentioned amount, payable on said first day of November, 1886, with interest after the first day of November, 1863. And whereas, Coupons for interest on the residue of said first men¬ tioned bonds which matured on and prior to said first day of February, 1865, amounting to twenty-eight thousand one hundred and forty-one dollars, have not been funded under said agreement nor paid by said company. And whereas, On the tenth day of November, one thousand eight hun- 634 PITTSBURGH. CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. dred and sixty-three, a corporation then existing under the laws of the states of Indiana and Illinois, and known as the Chicago and Great Eastern Railway Company, by a certain deed of trust in the nature of a mortgage, dated on that day, did grant, bargain, sell, convey and transfer unto Frederick Schuchardt and Henry Morgan, trustees, its railroad, from the city of Chicago, in the state of Illinois, to the city of Logans- port, in the state of Indiana, with the appurtenances thereof, and all other the corporate property, effects and franchises of said company, as in said indenture or deed of trust is more particularly stated. To have and to hold the same unto the said Frederick Schuchardt and Henry Morgan, their survivors and successors, as security for the payment of certain bonds made and issued by said last mentioned com¬ pany to the aggregate amount of two millions of dollars, with interest coupons annexed, numbered from one (1) to two thousand (2000), both inclusive, for one thousand dollars each, all of which last mentioned bonds bear date the tenth day of November, 1863, are payable on the first day of October, one thousand eight hundred and ninety-three, and are now outstanding and unpaid. And whereas, On the twenty-fifth day of January, 1865, the said Chicago and Great Eastern Railway Company last mentioned and the Chicago and Cincinnati Railroad Company, a corporation formerly existing under the laws of said state of Indiana, joined and united their respective railroads, and merged and consolidated the property and stock of their respective companies, under and in accordance with the laws of the states of Indiana and Illinois, making one corporation of said two railroads thus connected, extending from the city of Chicago, in the state of Illinois, to the city of Logansport, in the state of Indiana; and afterwards, on the same day, said corporation last mentioned, and the said Cincinnati and Chicago Air Line Railroad Company joined and united their respective railroads, and merged and consolidated the property and stock of their respective companies under and in accord¬ ance with the laws of said states of Illinois and Indiana; making one corporation of said railroads thus connected, extending from Chicago aforesaid to the city of Richmond, in the said state of Indiana, by the name of the Chicago and Great Eastern Railway Company, the party of the first part to these presents. And whereas, By said several consolidations the party of the first part to these presents has succeeded to said Chicago and Great Eastern Rail¬ way Company, as formerly existing, the said Chicago and Cincinnati Railroad Company, and the said Cincinnati and Chicago Air Line Rail¬ road Company, and has become and now is the owner and in possession of the several railroads, corporate property and franchises of said three companies last mentioned, subject as to the railroad and corporate prop¬ erty which formerly belonged to said Chicago and Great Eastern Rail¬ way Company and the said Cincinnati and Chicago Air Line Railroad Company respectively, to the deeds of trust executed by them as aforesaid. And whereas, Said party of the first part to these presents, in com¬ pliance with the expressed desire of a large number of the holders of said bonds and scrip of the Cincinnati and Chicago Air Line Railroad CORPORATE HISTORY. 635 Company, and of the Chicago and Great Eastern Railway Company, as formerly existing, has resolved to issue its own bonds to the aggregate amount of said bonds of said respective companies, and the scrip and unfunded coupons of the Cincinnati and Chicago Air Line Railroad Company being for three millions nine hundred and forty-seven thou¬ sand dollars, to be secured by a mortgage of its entire railroad, corporate property, income and franchises, and to exchange such bonds for said bonds, scrip and unfunded coupons of said respective companies; and has also resolved to pip-chase and transport to its railroad such rolling stock, property and machinery, and to construct such depots, station and freight houses, buildings and other works as may be necessary for the completion, equipment and efficient operation of the entire line of its railroad from Chicago to Richmond aforesaid, at an estimated expense therefor not to exceed one million three hundred and fifty-three thou¬ sand dollars, and to borrow the money necessary for that purpose, and for securing the payment of the money so borrowed, and any indebtedness that may be contracted by said party of the first part, in and by such purchases, and for such transportation or construction, to execute and deliver its bonds to said amount to the persons or parties- lending such money, furnishing such rolling stock, equipment and machinery, or doing work in and about the construction or completion of said railroad, and to secure the payment of such bonds under the same mortgage last mentioned, to the end that the indebtedness of said party of the first part to these presents, and all the existing liens on its property, may be represented by one series of bonds secured by one mortgage upon its entire property and franchises. And whereas, For the purpose and with the intent aforesaid, said party of the first part to these presents has resolved to execute a series of five thousand three hundred bonds, numbered consecutively from one (1) to five thousand three hundred (5300), both inclusive, for one thousand dollars each, bearing even date herewith, payable to George N. Titus and James D. Fish or bearer, in the city of New York, on the first day of April, in the year one thousand eight hundred and ninety-five, with interest thereon at the rate of seven per cent, per annum, payable semi¬ annually, on the first days of April and October in each year, after the date thereof, each bond containing a provision for the conversion thereof into the capital stock of said company, at par, at its office or agency in the city of New York, on the last Wednesday of March, one thousand eight hundred and seventy-five, or any preceding year. Also subjecting the same to the terms and provisions of the agreement hereinafter ex¬ pressed, for the creation of a sinking fund, and entitling the holder thereof to all the benefits that may be derived therefrom. All which said bonds, when issued, shall be upon an equality, so far as regards security for payment by these presents, notwithstanding the same may be issued at different times; it being understood and agreed that this mortgage, to the extent of all bonds issued thereunder and secured thereby, shall be and is hereby declared to be the first lien upon all property purchased or acquired with said bonds, or any of them, or the proceeds thereof, each of said bonds being authenticated by a certificate 636 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. thereon, signed by the parties of the second part hereto, or by the sur¬ vivor of them, or by their successors in the trust hereby created; the said party of the first part hereby expressly reserving the right at any time hereafter to execute and issue, under the provisions of this mort¬ gage, an additional number of bonds to the amount of three hundred thousand dollars, to be numbered from five thousand three hundred and one (5301) to five thousand six hundred (5600), both inclusive; which when issued shall be on an equal security hereunder with other bonds first described, it being, however, agreed, that no part of said additional bonds shall be issued except in payment of or exchange for an equal amount of bonds of the New Castle and Richmond Railroad Company, dated February 25, 1852, secured by a mortgage to Joseph B. Varnum and George Carlisle on twenty-seven miles of said railroad between New Castle and Richmond. Now, therefore, this indenture witnesseth, That the said party of the first part to these presents, in order to secure the payment of its said bonds and interest thereon, and in consideration of the sum of one dollar to it at the time of the ensealing and delivery hereof, in hand paid by said parties of the second part, the receipt whereof is hereby acknowl¬ edged, has granted, bargained, sold, transferred and conveyed, and by these presents does grant, bargain, sell, transfer and convey to said parties of the second part, and to their survivors and successors in the trust hereby created, and assigns, all the following present and in future to be acquired property of said party of the first part, that is to say: Its- said railroad from the city of Chicago, in the state of Illinois, to the city of Richmond, in the state of Indiana, with all additions that may be made thereto between said termini thereof, including the right of way and land occupied thereby, together with the superstructure and tracks- thereon, or to be put thereon, all buildings and structures thereon, or that may hereafter be placed thereon, all engines, machinery, rolling stock and other property, real or personal, pertaining to said road or the using thereof, now owned or to be hereafter acquired and owned by said party of the first part, together with all the tolls, rents and income to be had, levied or derived from said railroad, and all franchises, rights and privileges now owned, exercised or held, or which may be hereafter owned, exercised or held by said party of the first part, of, in, to or concerning the same. To have and to hold the said premises, and every part thereof, with the appurtenances, unto the said parties of the second part, and their sur¬ vivors and successors in said trust and assigns, subject to the possession,, control and management of the party of the first part hereto, its suc¬ cessors and assigns so long as it or they shall, well and truly perform the stipulations of said bonds and the covenants of this indenture, upon the following trusts, that is to say: That if the said party of the first part hereto, its successors or assigns shall fail to pay the principal or any part thereof, or any of the interest, or any of the said bonds, at any time, when the same shall become due and payable according to the tenor thereof when demanded, then, after sixty days after such default,, upon the request of the holder of such bond, the said parties of the second CORPORATE HISTORY. 63 7 part, or their survivor or successors in said trust, or assigns, may enter and take possession of all or any part of said premises: and as the attorneys in fact or agents of said party of the first part hereto, by them¬ selves or himself, or by his or their agents or substitutes duly consti¬ tuted, have, use and employ the same, making from time to time all needful repairs, alterations and additions thereto; and after deducting the expenses of such use, repairs, alterations and additions, apply the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid; or the said parties of the second part, the survivor of them, his or their successors in said trust and assigns, at his or their discretion, may, or on the written request of the holders of at least a majority of the said bonds then unpaid, shall cause the said premises, or so much thereof as shall be necessary to pay the principal and interest of all such bonds as may then be unpaid, to be sold at public auction in the city of New York, or in the city of Chicago, in the state of Illinois, giving at least sixty days’ notice of the time and place and terms of such sale, and of the specific property to be sold, by publishing the same in one newspaper, in good circulation in each of the said cities of New York, Chicago, Logansport and Richmond, and upon such sale shall execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance, in fee simple for the same, which shall be a bar against the said party of the first part hereto, its successors and assigns, and all persons claiming under it or them, of all right, title, interest or claim in or to said premises, or any part thereof. And the said parties of the second part, the survivor of them, and his and their successors in said trust or assigns, shall, after deducting from the proceeds of said sale the costs and expenses thereof and of managing such property, apply so much of the proceeds as may be necessary for the payment of said principal and interest due and unpaid on said bonds, and shall restore the residue thereof, if any there should be, to the said party of the first part hereto, its successors or assigns, it being hereby expressly understood and agreed, that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws by the said railway company, its successors or assigns, nor any injunction or stay of proceedings or any process be applied for, obtained or had by it, or them, or any of them, to prevent such entry or sale as is hereinbefore provided for. And the said party of the first part hereto hereby covenants and agrees, for the consideration aforesaid, to execute and deliver any further rea¬ sonable and necessary conveyance of said premises and property, or any part thereof, to the parties of the second part, or to their survivor, suc¬ cessors in said trust or assigns, for the more effectual vesting the premises and property hereby granted, or intended to be, in said parties of the second part, and the survivor of them, and his or their successors in said trust or assigns, and for the more fully carrying into effect the objects hereof, particularly for the conveyance of any property subse¬ quently to the date hereof acquired by the party of the first part, or its successors, and comprehended in the description of the premises and property contained herein, that by the said parties of the second part, 638 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. their survivor, successors or assigns, or their counsel learned in the law, shall reasonably advise or require. And it is expressly understood and agreed that of said bonds secured by these presents, nineteen hundred and forty-seven (1947), both inclusive, shall be deposited with said parties of the second part hereto, to be by them, or their survivor or successors in the trust hereby created, exchanged dollar for dollar for said outstand¬ ing bonds of the Cincinnati and Chicago Air Line Railroad Company, dated August 1, i860, for said unfunded coupons annexed thereto, and for said sinking fund bonds and scrip certificates of said company, issued for funded coupons as above stated; that two thousand of said bonds secured by these presents, numbered from nineteen hundred and forty-eight (1948) to thirty-nine hundred and forty-seven (3947), both inclusive, shall be deposited with said parties of the second part hereto, to be by them, or their survivor, or successors in said trust, exchanged dollar for dollar for said bonds of the Chicago and Great Eastern Rail¬ way Company, dated November 10, 1863, and that said bonds, numbered from one (1) to three thousand nine hundred and forty-seven (3947), both inclusive, shall not, nor shall any or either of them, be used for or applied to any other or different purposes; it being understood and agreed that such outstanding bonds, unfunded coupons and scrip certfficates as shall be so exchanged, shall be marked to designate the numbers of the bonds of said party of the first part hereto, issued in exchange therefor, and shall be deposited with and held by said parties of the second part, their survivors and successors in trust for said party of the first part, and for the protection of the respective parties so surrendering the same, or any of them, in exchange as aforesaid, until all said outstanding bonds, unfunded coupons and scrip certificates of the respective issues last referred to shall have been exchanged as herein provided, to the end that no preference in security shall be in any wise acquired by any holder of any of said bonds, coupons or certificates who shall not sur¬ render the same for exchange as aforesaid, and when all of said bonds, coupons and certificates shall have been so exchanged, the same shall be cancelled, and the signatures thereto, and to the coupons annexed to said bonds, shall be effaced. Also, that such of the aforesaid New Castle and Richmond Railroad Company bonds as may be exchanged as here¬ inbefore provided shall be marked deposited and held in trust, in the same manner and for the like purposes as last above expressed, until all of said issue of bonds shall have been exchanged as aforesaid when the same shall be cancelled. Also, that thirteen hundred and fifty-three of said bonds, secured by these presents, numbered from three thousand nine hundred and forty-eight (3948) to five thousand three hundred ( 53 °°)» both inclusive, and the moneys received upon the sale of the same, and the whole thereof, shall be faithfully and with due diligence used and applied by said party of the first part to these presents, in and to the purchase of such rolling stock, machinery and property, and the con¬ struction of such depots, stations and buildings and the doing of such work as may be necessary for the complete equipment and working of the entire line of its said railroad. And the said Chicago and Great Eastern Railway Company, the party CORPORATE HISTORY. 639 of the first part hereto, for the consideration aforesaid, hereby covenants and agrees with said parties of the second part, and each and every party who shall be or become the owner of any or either of its aforesaid bonds, that it will create and keep up a sinking fund for the redemption of such bonds, and each of them, by depositing with said parties of the second part hereto, their survivor or successors in said trust, on the fifteenth day of March, one thousand eight hundred and sixty-nine, and on the fifteenth day of March, on each and every year thereafter, until the maturity of all said bonds, a sum equal to one per cent, of the principal amount of all such bonds not previously converted into the capital stock of said company, and by paying to them or him all the interest which shall accrue from time to time upon all the bonds which shall be redeemed by them or him as hereinafter provided. And it is understood and agreed that all moneys so deposited and paid shall be held by them, their sur¬ vivor or successors in said trust as a sinking fund for said outstanding bonds, of said party of the first part, and that the same shall be applied to the redemption of such of said bonds as shall have been designated in the manner hereinafter provided, without regard to the time of the maturity of such bond or bonds. And the said party of the first part hereto does further covenant and agree as aforesaid that the numbers of such outstanding bonds as may from time to time be entitled to re¬ demption from said sinking fund shall be ascertained and determined by lot at the office or agency of said company in the city of New York on the last Wednesday of January, one thousand eight hundred and sixty- nine, and each year thereafter, until the maturity of all said bonds, at 12 o’clock noon, in the presence of such bondholders as may choose to attend; and that notice shall be given by publications in one or more newspapers in the city of New York of the numbers of the bonds that shall from time to time be drawn as aforesaid. And the said party of the first part doth further covenant and agree that the bonds whose numbers may be drawn, and notice thereof given as aforesaid, shall be redeemed at par from said sinking fund on the first day of April, then next, on the presentation and surrender of the same, with all the coupons not then due to said parties of the second part, their survivor or succes¬ sors in the trust. And it is hereby stipulated and provided that the right of the holder or holders of said bonds, the numbers of which may have been so drawn to claim or demand interest thereon from said company, shall, on and after said first day of April, cease and determine. And it is hereby mutually agreed, and these presents are upon this express condition, that on payment of principal and interest of all of said bonds of said party of the first part hereto, the estate hereby granted to said parties of the second part, their survivor or successors, in said trust or assigns, shall be void, and the right and title of and to the premises hereby conveyed shall revert to and revest in the said party of the first part, its successors and assigns, without any acknowledgment of satisfaction, reconveyance, or any other act whatever. And it is also mutually agreed, that the said parties of the second part, their survivor or successors in said trust, shall only be responsible for 64O PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. reasonable diligence in the management hereof, and shall not be respon¬ sible for the acts of each other, to which they do not severally assent, nor shall they be responsible for the acts of any agent employed by them when such agent has been selected with reasonable discretion; and that said parties of the second part, their survivor and successors in said trust, shall be entitled to receive reasonable compensation for every labor or service performed by them in the discharge of this trust in case they shall be compelled to take possession of said premises, or any part thereof, or to manage the same. And it is also further mutually agreed, that in case of the death, resignation, mental or other incapacity of either of the said trustees, or their successors, to act in the matter of said trusts, all his right, title, estate, interest and power in and control over the said premises and property shall be divested, cease and deter¬ mine; and the said railway company and the surviving or remaining trustees may mutually agree upon a new trustee, and supply the vacancy thus occasioned, or failing so to do, the said railroad company shall, or in case of its default to take proceedings therefor for ninety days, the holders of a majority of said bonds at that time outstanding and unpaid may apply to any court of record of either of said states of Illinois or Indiana having jurisdiction in the premises to appoint a new trustee to fill such vacancy, and thereupon such new trustee shall become vested, for the purposes aforesaid, with all the right and interests requisite to enable the trustees thus designated and appointed to execute, with the other purposes of this trust, without any further assurance or convey¬ ance of the same; but if the same shall be necessary, either or both the parties hereto shall execute and deliver any and all necessary releases and conveyances for that purpose. It being further expressly under¬ stood and agreed, that the surviving trustee shall be fully authorized and empowered to execute all the purposes of this trust during the con¬ tinuance of such vacancy, and until the same shall be filled as above provided. In witness whereof, the said Chicago and Great Eastern Railway Company, the party of the first part hereto, has caused these presents to be signed by its president and secretary, and its corporate seal to be hereto affixed, the day and year first above written, and the said par¬ ties of the second part have hereunto respectively set their hands and affixed their seals, the same day and year first aforesaid. Chicago and Great Eastern Railway Company, [seal] By WILLIAM D. JUDSON, President. [seal] AMOS TENNEY, Secretary. GEORGE N. TITUS, [seal] JAMES D. FISH. [seal] Witness: MOSES B. MACLAY, THOS. MONROE. Duly acknowledged before Moses B. Maclay, notary public and Indiana commissioner in the city of New York, May 11, 1865. Recorded, Lake county, Indiana, May 25, 1865, Mortgage Record No. 2, page 532. CORPORATE HISTORY. 64I SUPPLEMENTARY MORTGAGE. Chicago and Great Eastern Railway Company (Fourth) to George N. Titus and James D. Fish, Trustees. Dated December 31, 1866. Supplementary to mortgage of April 1, 1865. This indenture, made this thirty-first day of December, in the year of our Lord, one thousand eight hundred and sixty-six, between the Chicago and Great Eastern Railroad Company, a corporation formed and con¬ stituted under and in accordance with the laws of the state of Indiana and Illinois, party of the first part, and George N. Titus and James D. Fish, of the city and state of New York, party of the second part. Whereas, By a certain indenture or deed of trust in the nature of a mortgage, bearing date the first day of April, in the year of our Lord one thousand eight hundred and sixty-five, and made between the said party of the first part and the said parties of the second part hereto, the said Chicago and Great Eastern Railroad Company, the party of the first part hereto, did, for the consideration therein mentioned and ex¬ pressed, grant, bargain, sell, transfer and convey unto the said George N. Titus and James D. Fish, parties of the second part thereto, and to their survivors and successors in the trust thereby created, and assigns, all the then present and future to be acquired property of the said party of the first part, that is to say: its railroad from the city of Chicago, in the state of Illinois, to the city of Richmond, in the state of Indiana, with all the additions that might be made thereto between said termini thereof, including the right of way and land occupied thereby, together with the superstructure and tracks thereon, or to be put thereon, all buildings or structures thereon, or that might thereafter be placed thereon, all engines, machinery, rolling stock, and other property, real or personal, pertaining to the said road or the using thereof, then owned or thereafter to be acquired and owned by the said party of the first part, together with all tolls, rents and incomes to be had, levied or derived from said railroad and all franchises, rights and privileges then owned, exercised or held, or which may thereafter be owned, exercised .or held by said party of the first part, of, in, to or concerning the same for the purpose as in said indenture or deed of trust set forth and ex¬ pressed, of securing the payment of the principal and interest of certain bonds of the said party of the first part, numbered from one (1) to five thousand three hundred (5300), both inclusive, for one thousand dollars each, and bearing date and payable as in said indenture or deed of trust is particularly set forth and expressed, of which said bonds three thou¬ sand nine hundred and forty-seven, numbered from one (1) to three thousand nine hundred and forty-seven (3947), both inclusive, were to be issued only in exchange for an equal amount of bonds of the Cincin¬ nati and Chicago Air Line Railroad Company and the former Chicago and Great Eastern Railroad Company, as in said indenture or deed of trust is particularly set forth and expressed; and thirteen hundred and fifty-three (1353) of such bonds, numbered from three thousand nine hundred and forty-eight (3948) to five thousand three hundred (5300), both 41 642 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. « inclusive, were to be sold and the proceeds used and applied by said party of the first part for the purchase of such rolling stock, machinery and property, and the construction of such depots, stations and build¬ ings, and the doing of such work as might be necessary for the complete equipment and working of the entire line of its railroad as in said in¬ denture or deed of trust is particularly set forth and expressed, and all of the entire issue of five thousand three hundred bonds secured by said indenture or deed of trust are therein and thereby declared to be on an equality so far as regards security for the payment thereof by the said indenture or deed of trust, notwithstanding the same may be issued at different times; it being understood and agreed, and so declared in and by said indenture and deed of trust, that the mortgage thereby created, to the extent of all bonds issued thereunder and secured thereby, should be and was and is the first lien upon all property purchased or acquired with said bonds, or any of them, or the proceeds thereof. And whereas, In and by said indenture or deed of trust, the said party of the first part, for the consideration therein mentioned and expressed, covenanted and agreed to execute and deliver any further reasonable and necessary conveyance of the premises and property therein and herein above particularly described and set forth, or any part thereof, to the said parties of the second part, or to their survivors or successors in said trust or assigns, for the more effectual vesting the premises and property thereby granted or intended to be in said parties of the second part, and the survivor of them, and his or their successors in said trust or assigns, and for the more fully carrying into effect the objects thereof, and particularly for the conveyance of any property subsequently to the date thereof acquired by the said party of the first part, or its suc¬ cessors, and comprehended in the description of the property and prem¬ ises contained therein, that by said party of the second part, their sur¬ vivor, successors or assigns, or their counsel learned in law, should be reasonably advised or required. And whereas, The said party of the first part have issued and sold certain of the said thirteen hundred and fifty-three bonds secured by said in¬ denture or deed of trust, being of those numbered from three thousand nine hundred and forty-eight (3948) to five thousand three hundred (5300) as aforesaid, and have applied the proceeds thereof to the purchase o*f and payment for certain machinery, engines, cars and rolling stock, hereinafter particularly described, which said rolling stock and property has been acquired with said bonds or the proceeds thereof, and is now used upon and in the operation of the said railroad of said party of the first part from the city of Chicago to the city of Richmond. Now, therefore, this indenture witnesseth, That the said party of the first part, in consideration of the premises and in pursuance of the afore¬ said covenant for further assurance in the aforesaid indenture or deed of trust contained, and in consideration of the sum of one dollar to it paid at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hath granted, bargained, sold, trans¬ ferred and conveyed, and by these presents doth grant, bargain, sell, transfer and convey to the said parties of the second part, and to their I CORPORATE HISTORY. 643 • survivors and successors in the said trust and assigns, all the rolling stock, machinery, engines and cars purchased with the proceeds of the bonds aforesaid or acquired by the said party of the first part since the execution of the aforesaid indenture or deed of trust, and particularly described as follows, viz.: Twenty locomotive engines, being those numbered twenty-one (21) and twenty-two (22), both built by William Mason, of Taunton, Massa¬ chusetts, numbers twenty-three (23) to thirty-two (32), both inclusive, built by the Hinkley & William Works, of Boston, Massachusetts, num¬ bers thirty-five (35) to forty-one (41), both inclusive, and number forty- five (45), built by the Rogers Locomotive and Machine Works, of Pat¬ erson, New Jersey; also one hundred (100) freight cars, built by the Michigan Car Company, of Detroit, Michigan; also one hundred (100) freight cars, built by the Haskell & Baker, of Michigan City, Indiana; also fifty (50) freight cars, built by the Jeffersonville Car Company, of Jeffersonville, Indiana; also two iron passenger cars, built by the New Brighton Iron Car Company, of New Brighton, Pennsylvania, and also all other engines, machinery, cars, rolling stock and other property, either real or personal, pertaining to the said railroad from the city of Chicago to the city of Richmond, or to the using thereof, or used or to be used in connection therewith, acquired by said party of the first part since the execution of the aforesaid indenture or deed of trust, with the said bonds or the proceeds thereof or otherwise, and now owned, or hereafter to be acquired and owned by the said party of the first part, hereby ratifying and in all things confirming the conveyance heretofore made or intended to be made, and the covenants, stipulations and agree¬ ments contained and set forth and expressed in the aforesaid indenture or deed of trust. To have and to hold all and singular the said premises and property herein mentioned and conveyed, or intended to be conveyed, and every part and parcel thereof, with the appurtenances, unto the said parties of the second part, and their survivors and successors in said trust and assigns, in the manner, for the purpose and upon the trusts created and declared in and by the aforesaid indenture or deed of trust, and for the benefit and security of the holders, and as such as may become the holders, of the bonds, and each and every of them, issued under and secured by the said indenture or deed of trust. And the said Chicago and Great Eastern Railway Company, the party of the first part to these presents, hereby further covenants and agrees, for the consideration herein and in said indenture or deed of trust ex¬ pressed, to make, execute, acknowledge and deliver any and every such further, reasonable and necessary conveyance of all and singular the premises and property hereinbefore and in said indenture or deed of trust mentioned and described to the said parties of the second part, or to their survivors, successors in said trust or assigns for the more effectu¬ ally vesting the said premises and property in the said parties of the second part, and the survivors of them and his or their successors in said trust or assigns, as by the said parties of the second part, their survivors, successors or assigns, or their counsel learned in the law, shall be reasonably advised or required. 644 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. In witness whereof, the said Chicago and Great Eastern Railway Company, the party of the first part hereto, has caused these presents to be signed by its president and secretary, and its corporate seal to be hereto affixed, the day and year first above written. Chicago and Great Eastern Railway Company, By W. D. JUDSON, President. AMOS TENNEY, Secretary. Sealed and delivered in the presence of MOSES B. MACLAY, WM. B. BUCKMASTER. Acknowledged before Moses B. Maclay, notary public and Indiana commissioner in New York, January 7, 1867. Recorded, La Porte county, Indiana, January 28, 1867, Mortgage Record M, page 391. MORTGAGE. Chicago and Great Eastern Railway Company (Fourth) to James W. Elwell and Lawrence Wells, Trustees. Dated January 1, 1867. Securing $2,000,000 bonds, dated January 1, 1867, payable January 1, 1880, bearing 7 per cent, interest. This indenture, made the first day of January, in the year one thousand eight hundred and sixty-seven, between the Chicago and Great Eastern Railway Company, a railroad corporation duly created and existing under the laws of the states of Illinois and Indiana, party of the first part, and James W. Elwell and Lawrence Wells, of the city of New York, parties of the second part. Whereas, Said Chicago and Great Eastern Railway Company, in the construction of its railroad, between the city of Chicago, in said state of Illinois, and the city of Richmond, in the state of Indiana, has become and is indebted to different persons and parties. And whereas, Said company has resolved to construct additional double and side tracks, an independent track through the city of Logansport, in Indiana, additional tracks in the city of Chicago, to add to its rolling stock, and enlarge its machine shops and local station buildings; to pur¬ chase and transport iron, rails, chairs, spikes and other iron materials therefor, and engines, cars and other rolling stock to be used on said railroad; and said company needs and has resolved to borrow a portion of the money necessary to pay the indebtedness, contracted by it as aforesaid, and to make such additional construction and to complete and equip its said railroad as aforesaid to an amount not exceeding two millions dollars. And for securing the payment of the money so bor¬ rowed, and any indebtedness contracted by it aforesaid, or that may be contracted by it in such construction, completion and equipment, to execute its bonds to the persons and parties lending such money or to whom it is indebted as aforesaid, or to whom it may become indebted for such materials, engines, cars and rolling stock, or for work that may CORPORATE HISTORY. 645 be done in and about such completion and equipment of said railroad, each bond being one of a series of bonds of said Chicago and Great Eastern Railway Company, designated seven per cent, construction and equipment bonds, numbered and for the amounts following, viz.: 1830 of said bonds, numbered from one (1) to eighteen hundred and thirty (1830), both inclusive, being for $1000 each; 300 other bonds, numbered from eighteen hundred and thirty-one (1831) to twenty-one hundred and thirty (2130), both inclusive, being for $500 each; and 200 other bonds, numbered from twenty-one hundred and thirty-one (2131) to twenty-three hundred and thirty (2330), both inclusive, for $100 each, all bearing even date here¬ with, payable to James W. Elwell and Lawrence Wells or bearer, in the city of New York, on the first day of January, one thousand eight hundred and eighty, with interest thereon at the rate of seven per centum per annum, payable semi-annually on the first days of January and July en¬ suing the date thereof. Each bond containing a provision for the con¬ version thereof into the capital stock of said company at par at its office or agency in the city of New York on the first day of January, 1877, or in any preceding year, all which bonds are upon an equality so far as regards security for their payment by these presents, notwithstanding the same may be issued at different times, each of said bonds being authenticated by a certificate thereon signed by the parties of the second part hereto, or by the survivor of them, or by their successors in the trust hereby created. Now, therefore, this indenture witnesseth, That the said party of the first part to these presents, in order to secure the payment of its said bonds and interest thereon as aforesaid, and in consideration of the sum of one dollar to it at the time of the ensealing and delivery hereof in hand paid by said parties of the second part, the receipt whereof is hereby acknowledged, has granted, bargained, sold, transferred and conveyed, and by these presents does grant, bargain, sell, transfer and convey to said parties of the second part, and to their survivors and successors in the trust hereby created, and assigns, all the following present and in future to be acquired property of said party of the first part, that is to say, its said railroad from the city of Chicago, in the state of Illinois, to the city of Richmond, in the state of Indiana, with all additions that may be made hereto, between said termini thereof, including the right of way and land occupied thereby, together with the superstructures and tracks thereon, or to be kept thereon, all buildings and structures thereon, or that may be placed thereon, all engines, machinery, rolling stock and other property, real or personal, pertaining to said road, or the using thereof, now owned or hereafter to be acquired and owned by the said party of the first part, together with all tolls, rents and income to be had, levied or derived from said railroad, and all franchises, rights and privi¬ leges now owned, exercised or held, or which may be hereafter owned, exercised or held by said party of the first part of, in, to or concerning the same. To have and to hold the said premises, and every part thereof, with the appurtenances, unto the said parties of the second part, and their survivors and successors in said trust and assigns, subject to the posses- 646 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. sion, control and management of the party of the first part hereto, its successors and assigns, so long as it or they shall well and truly perform the stipulations of said bonds and the covenants of this indenture, upon the following trust, that is to say: That if the said party of the first part hereto, its successors or assigns, shall fail to pay the principal or any part thereof, or any of the interest or any of the said bonds at any time when the same shall become due and payable according to the tenor thereof when demanded, then, after sixty days from such default, upon the request of the holder of any bond in respect of which such default shall have been made, the said parties of the second part, or their survivors or successors in said trust or assigns, may enter and take possession of all or any part of said premises, and as the attorneys in fact or agents of said party of the first part hereto, by themselves or himself, or by his or their agents or substitutes duly constituted, have, use and employ the same, making from time to time all needful repairs, alterations and additions thereto, and after de¬ ducting the expenses of such use, repairs, alterations and additions, apply the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid; and the said parties of the second part, the survivor of them, his or their successors in said trust and assigns, at his or their discretion, may, or on the written request of the holders of at least a majority of the said bonds then unpaid, shall cause the said premises, or so much thereof as shall be necessary to pay the principal and interest of all such bonds as may then be unpaid, to be sold at pub¬ lic auction in the city of New York, or in the city of Chicago, in the state of Illinois, giving at least sixty days’ notice of the time and place and terms of such sale, and of the specific property to be sold, by pub¬ lishing the same in one newspaper in good circulation in each of the cities of New York, Chicago, Logansport and Richmond, and upon such sale shall execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance in fee simple for the same, which shall be a bar against the said party of the first part hereto, its successors and assigns, and all persons claiming under it or them of all right, title, interest or claim in and to said premises or any part thereof. And the said parties of the second part, the survivors of them, and his and their successors in said trust or assigns, shall, after deducting from the proceeds of said sale the costs and expenses thereof and of managing such property, apply so much of the proceeds as may be necessary to the payment of said principal and interest due and unpaid on said bonds, and shall restore the residue thereof, if any there should be, to the said party of the first part hereto, its successors or assigns; it being hereby expressly understood and agreed that in no case shall any claim or advantage be taken of any valuation or appraisement or extension laws by the said railway company, its successors or assigns, nor any injunction or stay of proceedings, nor any process be applied for or obtained or had by it or them, or any of them, to prevent such entry or sale as is hereinbefore provided for. And the said party of the first part hereto hereby covenants and agrees, for the consideration aforesaid, to execute and deliver any further rea- CORPORATE HISTORY. 647 sonable and necessary conveyance of said premises and property, or any part thereof, to the parties of the second part, or to their survivor, successors in said trust or assigns, for the more effectual vesting the premises and property hereby granted or intended to be, in said parties of the second part, and the survivor of them and his or their successors in said trust or assigns, and for the more fully carrying into effect the objects hereof particularly for the conveyance of any property subse¬ quently to the date hereof acquired by the party of the first part or its successors and comprehended in the description of the premises and property contained herein, that by the said parties of the second part their survivor, successors or assigns, or their counsel learned in the law, shall be reasonably advised or required. And it is hereby mutually agreed, and these presents are upon this express condition, that on payment of principal and interest of all of said bonds that shall not be converted into stock, the estate hereby granted to said parties of the second part, their survivor or successors in said trust or assigns, shall be void, and the right and title of and to the premises hereby conveyed shall revert to and revest in the said party of the first part, its successors and assigns, without any acknowledg¬ ment of satisfaction, reconveyance or any other act whatever. And it is also mutually agreed, that the said parties of the second part, their survivor, successors in said trust and assigns, shall only be responsible for reasonable diligence in the management hereof and shall not be responsible for the acts of each other to which they do not sev¬ erally assent, nor shall they be responsible for the acts of any agent employed by them when such agent has been selected with reasonable discretion, and that said parties of the second part, their survivor, suc¬ cessors in said trust and assigns, shall be entitled to receive reasonable compensation for every labor or service performed by them in the discharge of this trust in case they shall be compelled to take possession of said premises or any part thereof, or to manage the same. And it is also further mutually agreed, that in case of the death, resig¬ nation, mental or other incapacity of either of the said trustees or their successors to act in the matter of said trusts, all his right, title, estate, interest and power in and control over said premises and property shall be divested, cease and determine, and the said party of the first part, and the survivor or remaining trustee, may mutually agree upon a new trustee and supply the vacancy thus occasioned, or failing so to do, the said party of the first part shall, or in case of its default to take pro¬ ceedings therefor for ninety days, the holders of a majority of said bonds, at that time outstanding and unpaid, may apply to any court of record of either of said states of Illinois or Indiana having jurisdiction in the premises, to appoint a new trustee, being a resident of the city of New York, to fill such vacancy, and thereupon such new trustee shall become vested for the purpose aforesaid with all the rights and interest requisite to enable the trustees thus designated and appointed to exe¬ cute with the other the purposes of this trust without any further assur¬ ance or conveyance of the same; but if the same shall be necessary, 648 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. either or both the parties hereto shall execute and deliver any and all necessary releases and conveyances for that purpose; it being further expressly understood and agreed that the surviving trustee shall be fully authorized and empowered to execute all the purposes of this trust during the continuance of such vacancy, and until the same shall be filled as above provided. In witness whereof, the said Chicago and Great Eastern Railway Company has caused these presents to be signed by its president and secretary, and its corporate seal to be hereto affixed, the day and year first above written, and the said parties of the second part have hereunto respectively set their hands and affixed their seals the same day and year first aforesaid. Chicago and Great Eastern Railway Company, [seal] By w. D. JUDSON, President. AMOS TENNEY, Secretary. JAMES W. ELWELL, [seal] LAWRENCE WELLS, [seal] Sealed and delivered in presence of F. W. BOKEE, MOSES B. MACLAY, JEAN DEGHUEE. Duly acknowledged before Moses B. Maclay, notary public and Indiana commissioner in the city of New York, January 14, 1867. Recorded, Lake county, Indiana, January 27, 1867, page 192. FORM OF BOND SECURED BY FOREGOING MORTGAGE. No.- United States of America. $1000. States of Illinois and Indiana. Seven Per Cent. Construction and Equipment Bond. Chicago and Great Eastern Railway Company. Know all men by these presents, That the Chicago and Great Eastern Railway Company, a corporation existing under the laws of the states of Illinois and Indiana, for value received, acknowledges itself indebted unto James W. Elwell and Lawrence Wells, of the city of New York, in the sum of one thousand dollars, lawful money of the United States- of America, which sum said Chicago and Great Eastern Railway Com¬ pany promises to pay to them or bearer in the city of New York on the first day of January, in the year one thousand eight hundred and eighty, with interest at the rate of seven per centum per annum, semi¬ annually, on the first days of January and July in each year, on the delivery of the interest warrants therefor annexed hereto, at the office of the company in said city, or at such other place therein as said com¬ pany may select, and designate by advertisement in the city of New York. This bond, upon the written request of the holder thereof, may be converted into the capital stock of said company, at par, on the first day of January, 1877 (or in any preceding year), on its delivery with all interest warrants not then overdue attached, at the office or agency of said company in the city of New York. CORPORATE HISTORY. 649 This bond, with others of like tenor and date, amounting in the aggre¬ gate to two million dollars, is secured by a mortgage of the company upon its railroad, franchises, income, rolling stock, machinery, and all its other present and in future to be acquired property to said James W. Elwell and Lawrence Wells, trustees, dated the first day of January, 1867, and duly recorded in the several counties through which said rail¬ road runs. This bond shall not be valid or obligatory until authenticated by a certificate endorsed thereon, and duly signed by the trustees under said mortgage. 1 In witness whereof, the said company has caused the foregoing to be attested in its behalf by its president and secretary, and its corporate seal to be affixed hereto; and has caused the annexed interest warrants to be signed by its treasurer at the city of Chicago, in said state of Illinois, this first day of January, one thousand eight hundred and sixty- seven. -, President. - 1 —, Secretary. trustees’ certificate. We certify that this bond is one of the series of bonds described in and secured by the deed of trust or mortgage mentioned therein bearing date January 1st, 1867. We further certify that United States revenue stamps, as required by act of Congress, were affixed to said mortgage upon its execution and delivery to us, and previous to its being recorded. -, Trustees. FORM OF ENDORSEMENT. No.-— $1000. Chicago and Great Eastern Railway Company seven per cent, construc¬ tion and equipment bond convertible into stock. Principal payable January 1, 1880. Interest payable January 1 and July 1 in New York. COLUMBUS, CHICAGO AND INDIANA CENTRAL RAILWAY COMPANY . 1 ARTICLES OF CONSOLIDATION. Between the Columbus and Indiana Central Railway Company and the Chicago and Great Eastern Railway Company under the Name of the Columbus, Chicago and Indiana Central Railway Company. Articles of consolidation, made and entered into this fourth day of December, in the year of our Lord one thousand eight hundred and sixty-seven, between the Columbus and Indiana Central Railway Com- 1 See page 85. 650 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. pany, a corporation existing under the laws of the states of Ohio and Indiana, and the Chicago and Great Eastern Railway Company, a cor¬ poration existing under the laws of the states of Indiana and Illinois: Whereas, The. railways respectively owned by the said companies above named constitute a continuous line of railway for the passage of cars from the city of Columbus, in the state of Ohio, to the city of Richmond, in the state of Indiana, thence to the city of Chicago, in the state of Illinois; and the directors of the said companies, upon mature considera¬ tion, have determined that the interests of the respective stockholders of said companies, and the public interests and convenience, will be greatly promoted by the union of their several roads into one road, and by the consolidation of the respective stocks of said companies into one common consolidated stock; And whereas, The said companies are authorized by acts of the Legis¬ latures of the said several states to effect such union of their respective roads, and to form, by consolidation of their respective rights and fianchises, one company, and have agreed so to do, upon the terms and conditions hereinafter mentioned and contained: Now, therefore, this agreement, made by and between the corporations above named, parties hereto, under and by virtue of the authority con¬ ferred upon them by the laws of the said several states: Witnesseth, That the said Columbus and Indiana Central Railway Com¬ pany, and the said Chicago and Great Eastern Railway Company, do agree, and each for itself doth severally agree, that the said companies shall be consolidated into and form one corporation, under the name and style of the Columbus, Chicago and Indiana Central Railway Company; and in pursuance of the said acts of the Legislatures of the said several states, the said parties hereto do hereby prescribe the following terms and conditions of the said consolidation, and do respectively agree thereto, and to the mode of carrying the same into effect, as herein pro¬ vided for: Article First. The Hirectors of said Columbus, Chicago and Indiana Central Railway Company shall be fifteen in number, seven of whom, by the first election, shall reside in the state of New York, one in the state of Pennsylvania, four in the state of Ohio, two in the state of Indiana, and one in the state of Illinois. _ Art. Second. The first election for the directors of the said Columbus, Chicago and Indiana Central Railway Company shall be held at the office of the said Columbus and Indiana Central Railway Company, in the city of Columbus, state of Ohio, on the twelfth day of February, 1868, between the hours of ten o’clock A. M. and three o’clock P. M.’ The following persons, to wit, James Alexander and Christopher Walker, both stockholders in one of the said companies, are hereby appointed inspectors or judges of said election, to perform the usual duties required by law in such cases. The inspector or inspectors attending at the time and place fixed for the election, shall have power to fill any vacancy occasioned by the non-attendance of either one of their number. Any person so appointed to fill a vacancy must be a stockholder in one of the companies parties hereto. Should neither of the inspectors attend at CORPORATE HISTORY. 651 the time and place appointed for the election, the stockholders present at th.e time fixed for opening the polls shall have power, by the vote of a majority in number of those present, to choose two persons, being stockholders in one or both of said companies, who shall have power to act as the judges of the said election. All stockholders in the several companies entitled to vote at any election of directors in the several companies parties to this agreement, shall have the right to vote at the said election, in person or by proxy, and shall be severally entitled to one vote for each fifty dollars of stock, at its par value, held by such stockholder in either of said companies. The fifteen persons, being stockholders in one or both of the said companies parties hereto, receiv¬ ing the highest number of votes at the said election, shall be the first directors of the Columbus, Chicago and Indiana Central Railway Com¬ pany, and shall hold their office for one year and until their successors are chosen and qualified according to law. Art. Third. Said directors shall, at the first meeting after their elec¬ tion, elect a president from their own number, and shall also then, or as soon thereafter as convenient, elect or appoint a secretary, treasurer and superintendent of said company, and provide for the election or appoint¬ ment of such other officers, engineers, clerks, agents, assistants, and other employees, as they shall, from time to time, find necessary for the proper transaction of the business of said company. Art. Fourth. After the consolidation herein provided for is perfected, and after said first election, stockholders in said consolidated company only, by surrender and exchange of their certificates in their several companies, shall be entitled to vote at any meeting of the stockholders of said consolidated company. All holders of bonds in either of said com¬ panies, who are entitled to vote upon their said bonds in either of said companies, shall be entitled to vote in like manner in said consolidated company. Art. Fifth. The capital stock of the said Columbus, Chicago and Indiana Central Railway Company shall be fifteen millions of dollars, to be divided into one hundred and fifty thousand shares, of one hundred dollars each; and the directors of said new corporation may increase the capital stock thereof when necessary, upon the approval of a majority in amount of the stockholders of said consolidated company. Art. Sixth. It being agreed that the estate, property and franchises of the said several companies parties hereto, which, in pursuance of the laws of said states, will vest in the said new corporations, are relatively of unequal value, the parties hereto, with a view to make compensation for such difference to the stockholders of the said companies, respectively, do fix upon the following amounts to be allowed therefor, by the issue of certificates, or scrip, as hereinafter mentioned, to wit: First. The stockholders of said Chicago and Great Eastern Railway Company shall be entitled to one hundred dollars of the stock of said Columbus, Chicago and Indiana Central Railway Company, for each one hundred dollars of stock held by them in the said Chicago and Great Eastern Railway Company. Second. The stockholders of the said Columbus and Indiana Central 652 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Railway Company shall each be entitled to one hundred dollars of the stock of the said Columbus, Chicago and Indiana Central Railway Com¬ pany, for each one hundred dollars of stock held by them in the said Columbus and Indiana Central Railway Company, or in either of the companies forming said Columbus and Indiana Central Railway Com¬ pany by former consolidation; and in addition thereto, shall be entitled to an increase of two million dollars of the stock of the said Columbus, Chicago and Indiana Central Railway Company, to be distributed among them pro rata, according to the number of shares of stock, at their par value, they hold, respectively, in the said Columbus and Indiana Central Railway Company, or in the companies forming said Columbus and Indiana Central Railway Company by former consolidation; it being understood that the holders of the income convertible bonds, or those entitled to receive the same, at their option, in the said Columbus and Indiana Central Railway Company, shall not be entitled to any part of said increase of two millions of dollars, unless such holder converts his or her said bonds into stock, or receive the stock, or declares his or her intention, in writing, to receive stock in lieu of said bonds in said Columbus and Indiana Central Railway Company, within ninety days after the ratification of these articles of consolidation by the said Colum¬ bus and Indiana Central Railway Company. Art. Seventh. In all cases in which subscription or agreements with either of said companies parties hereto, or any of the railroad companies heretofore consolidated with either of the parties hereto, for the stock of either of said companies, have been heretofore made by any person or persons, or bodies politic or corporate, and said subscription or contracts for stock yet remain unpaid or unperformed, either in whole or in part, the stock of said consolidated company may, upon payment of said sub¬ scriptions or performance of said contracts, be issued to the said sub¬ scribers in the same manner as the said several companies, parties hereto, would have been bound to issue their stock, respectively, had not this consolidation taken effect, and subject to the valuations hereinbefore specified. Art. Eighth. When fractional shares shall be found due to stock¬ holders for premiums hereby agreed to be allowed, or for interest or otherwise, when converting their present stock into the stock of the con¬ solidated company, scrip stock shall be issued for such fractions, entitling the holder to a full share of stock on pa.yment of the difference in mone}'', or on presentation of one hundred dollars of such scrip stock. Art. Ninth. The said new corporation shall, without delay, after its organization, issue to the stockholders of the respective companies par¬ ties hereto, and entitled thereto as aforesaid, and in proportion to their respective interests in the stock of the consolidated company, certificates of stock in said Columbus, Chicago and Indiana Central Railway Com¬ pany, of such form as may be deemed advisable and be prescribed by the directors of said new company. Art. Tenth. All and singular the rights, franchises, privileges, real estate, depot grounds, rights of way, road bed, railway, iron rails, engines, cars, machinery, rolling stock, debts, dues, demands, choses in action, CORPORATE HISTORY. 653 and property of every description, name and nature, in which the said Columbus and Indiana Central Railway Company and the Chicago and Great Eastern Railway Company have, respectively, any right, title or interest, whether in possession, reversion or remainder, with the appur¬ tenances, upon the ratification of these articles and the election of the first board of directors of said Columbus, Chicago and Indiana Central Railway Company, as herein and by law provided for, and from thence¬ forth shall be held, owned and controlled by the said Columbus, Chicago and Indiana Central Railway Company, their successors and assigns, as fully and completely, to all intents and purposes, as the said several companies do or can now hold, own, use or control the same, and no further conveyance or assurance shall be required for the full and com¬ plete vesting thereof in the said Columbus, Chicago and Indiana Central Railway Company. Art. Eleventh. All the books, vouchers, records, muniments of title, and other documents pertaining to the business or property of the said several companies parties hereto, shall be placed in the office of the secretary of said consolidated company; and the said books, records and papers shall be deemed and taken, so far as necessary, as the records and books of said consolidated company; and said books, records, vouch¬ ers and papers shall be subject to the proper examination and inspection of all persons interested therein, who shall have the same access thereto as if the same had remained in the office of the original companies. Art. Twelfth. Whereas, It is deemed advisable by the said companies, parties hereto, to provide in these articles of consolidation for the re¬ demption and payment of all their first mortgage bonds, respectively, *and of like bonds issued by each and all of the railroad companies here¬ tofore consolidated with either of said companies parties hereto, all of said bonds, amounting to the sum of eleven millions five hundred thou¬ sand dollars, it is agreed by and between the parties hereto, that the Columbus, Chicago and Indiana Central Railway Company shall issue its consolidated bonds in the sum of fifteen millions of dollars, to be secured by a mortgage of all the property, rights and franchises of the said consolidated companies, eleven millions five hundred thousand dol¬ lars of which shall be used for the redemption and payment of the bonds first aforesaid in this article, on such terms and at such times as may be ordered by the directors: Provided, that none of said consolidated bonds shall be exchanged for any of said bonds first aforesaid at less than dollar for dollar, the residue thereof to be used by the directors of said consolidated company as they may deem best for the interests of said company. It is understood that the said Chicago and Great Eastern Railway Company shall not sell or otherwise dispose of any of its bonds convertible into its stock, after the final ratification of these articles of consolidation. Art. Thirteenth. It is agreed that these articles of consolidation shall be submitted to the stockholders of each of said companies parties hereto, at a meeting thereof, called separately, for the purpose of taking the same into consideration. Due notice of the time and place of such meet¬ ing, and the object thereof, shall be given. The time of such meeting of 654 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the stockholders of the Chicago and Great Eastern Railway Company shall be on the fifteenth day of January, A. D. 1868, and the place, the city of Chicago, in the state of Illinois. The time of such meeting of the stockholders of the said Columbus and Indiana Central Railway Company shall be on the seventeenth day of January, A. D. 1868; the place, the city of Columbus, in the state of Ohio. Art. Fourteenth. All elections for directors of said consolidated com¬ pany, after the first election of directors herein provided for, shall take place at such time and place, and in such manner as may be prescribed by the by-laws of the board of directors of the consolidated company. Art. Fifteenth. In witness whereof, The corporate seals of the respec¬ tive companies, parties to this agreement, have been hereunto affixed, in quintuplicate, by order and in the presence of the directors of each of said companies, duly convened, a quorum of each of the said boards of directors being so present and assenting thereto, and is attested by their respective signatures hereto, on behalf and by order of said boards of directors; and the presidents of each of said companies have also, at the same time, and in behalf of the said respective companies, hereto affixed their names, in virtue of resolutions of said several boards of directors, passed at respective meetings thereof. Columbus and Indiana Central Railway Company, By B. E. SMITH, President. G. MOODIE, Secretary. B. E. SMITH, JOHN S. NEWMAN, W. DENNISON, JOHN R. HILLIARD, J. T. THOMAS, WM. D. THOMPSON, of the Columbus and Indiana Central Railway Company. The Chicago and Great Eastern Railway Company, By W. D. JUDSON, President. AMOS TENNEY, Secretary. W. D. JUDSON, AMOS TENNEY, HENRY MORGAN, JAS. W. ELWELL, LAWRENCE WELLS, JAMES D. FISH, Directors of the Chicago and Great Eastern Railway Company. I, Gordon Moodie, secretary of the Columbus and Indiana Central Railway Company, do hereby certify, that in pursuance of printed notices by me addressed to each of the persons in whose name the capital stock of said company stands on the books thereof, and of like notices pub¬ lished in the newspapers of the city of Columbus, Ohio, and also of the city of Indianapolis, Indiana, the stockholders of said company met at said company’s office in the city of Columbus, Ohio, on Friday the 17th day of January, 1868, to take into consideration the within and foregoing The CORPORATE HISTORY. 655 agreement; and they then and there proceeded to vote by ballot, for the adoption of said agreement. That at said meeting 70,857 votes were cast, each vote representing one share of stock, that all of the 70,857 votes so cast were cast in favor of the adoption of said agreement, and that none of said votes were cast against its adoption; and that the entire number of shares of said company is about 77,499, and that therefore the stock so voted as aforesaid in favor of said agreement is more than two- thirds of the entire stock of the company. In witness whereof, I have hereunto set my hand and affixed the seal of the said company, at Columbus, Ohio, this 17th day of January, A. D. 1868. [seal] G. MOODIE, Secretary of the Columbus and Indiana Central Ry. Co. I, Amos Tenney, secretary of the Chicago and Great Eastern Railway Company, do hereby certify, that in pursuance of notices published in two newspapers in the city of Chicago, state of Illinois (the principal office and place of business of said company being in said city of Chicago), and of like notices published in one newspaper in each county through which the road of said company runs, the stockholders of said company met at said company’s office in said city of Chicago, on Wednes¬ day, the 15th day of January, 1868, to take into consideration the within and foregoing agreement; and they then and there proceeded to vote, by ballot, for the adoption or rejection of said agreement. That at said meeting 42,452 votes were cast, each vote representing one share of stock; that all of the 42,452 votes so cast were cast in favor of the adop¬ tion of said agreement, and that none of said votes were cast against its adoption; and that the entire number of shares of stock of said company is 43,900, and that therefore the stock so voted as aforesaid in favor of said agreement is more than nine-tenths of the entire stock of the com¬ pany. In witness whereof, I have hereunto set my hand and affixed the seal of the said company at Chicago, Illinois, this 18th day of January, A. D. 1868. [seal] AMOS TENNEY, Secretary of the Chi. & Gt. E. Ry. Co. Filed in the office of the secretary of state of Illinois, February 11, 1868; Indiana, February 12, 1868; Ohio, February 12, 1868. AGREEMENT. For the Reorganization of the Columbus, Chicago and Indiana Central Railway Company. July 1, 1882. Whereas, Certain railway corporations created under the laws of the states of Ohio, Indiana and Illinois, heretofore consolidated under the name of the Columbus, Chicago and Indiana Central Railway Company; And whereas, The said corporations, thus composing the said Colum- 656 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. bus, Chicago and Indiana Central Railway Company, had before such consolidation issued respectively their mortgage bonds, which are still outstanding to the amount of about $5,343,000; And whereas, On the 20th day of February, 1868, the said Columbus, Chicago and Indiana Central Railway Company executed and delivered to James A. Roosevelt and William R. Fosdick, as trustees, a deed of trust of its entire railroad, and of all its property, rights, privileges and franchises, to secure the payment of fifteen million dollars ($15,000,000) of its seven per cent, bonds, maturing April 1, 1908; And whereas, The said Columbus, Chicago and Indiana Central Rail¬ way Company, on the 15th day of December, 1868, executed another mortgage on the same property to F. R. Fowler and J. T. Thomas, trustees, to secure the payment of five million dollars ($5,000,000) of its seven per cent, bonds, maturing February 1, 1909. And whereas, The said Columbus, Chicago and Indiana Central Rail¬ way Company thereafter, on the 28th day of April, 1870, executed another mortgage, on the same property, to Archibald Parkhurst and John B. Thompson, trustees, to secure the payment of ten million dollars ($10,- 000,000) of its seven per cent, income bonds, maturing after February 1, 1890, and convertible into the preferred capital stock of the said Colum¬ bus, Chicago and Indiana Central Railway Company; And whereas, A certain agreement was made on the 226 . day of Janu¬ ary, 1869, and amended on the 1st day of February, 1870, whereby the said Columbus, Chicago and Indiana Central Railway Company claims that it leased to the Pittsburgh, Cincinnati and St. Louis Railway Com- pany, its railroad as aforesaid, with all its franchises and property, and thereby agreed to perform certain covenants and undertakings, in con¬ sideration of certain covenants to be performed by the said Pittsburgh, Cincinnati and St. Louis Railway Company, the performance of which latter covenants was guaranteed by the Pennsylvania Railroad Company; And whereas, In the course of certain proceedings instituted by the Pittsburgh, Cincinnati and St. Louis Railway Company against the said Columbus, Chicago and Indiana Central Railway Company, in the Cir¬ cuit Court of the United States for the district of Indiana, a decree was rendered, requiring of the said Columbus, Chicago and Indiana Central Railway Company, the performance of certain covenants, and also of the Pittsburgh, Cincinnati and St. Louis Railway Company, upon the performance of said covenants by the said Columbus, Chicago and In¬ diana Central Railway Company, the payment of the sum of about two million four hundred thousand dollars ($2,400,000), as rental due under the said lease to January 1, 1880; a supersedeas upon which decree has been allowed upon an appeal to the Supreme Court of the United States; And whereas, By virtue of certain proceedings instituted by the trustees of the consolidated mortgage aforesaid, the actual net earnings of the said Columbus, Chicago and Indiana Central Railway Company have been paid over, under the order of the court, to the said trustees as receivers; And whereas, Certain proceedings have been instituted by the holders of certain of the consolidated mortgage bonds aforesaid, and by said CORPORATE HISTORY. 657 Roosevelt and Fosdick, trustees, to foreclose the mortgage securing the same; And whereas, Upon all the said consolidated bonds, so secured by- mortgage to the said Roosevelt and Fosdick, and outstanding as afore¬ said, the interest remains due and unpaid from the 1st of April, 1875; And whereas, Certain holders of the said bonds entered into an agree¬ ment under date of November 5, 1875, into a further agreement under date of May 17, 1879, and into a further supplementary agreement under date of August 22, 1879: the first of said agreements providing for the appointment of a permanent committee of the said bondholders, to act on their behalf, and the three said agreements, taken together, providing for the issue of certain certificates by the Union Trust Company of New York, nominally in exchange for such of the said bonds as should be deposited with the said trust company by the bondholders entering into the said agreements, but in fact in excess thereof to the amount of about $2,500,000; And whereas, Under and in pursuance of the said agreement of No¬ vember 5, 1875, William L. Scott, Charles J. Osborn and William B. Dinsmore were duly appointed the permanent committee on behalf of the said bondholders, with certain powers therein defined, and have acted as such committee, and the said Dinsmore having resigned, John S. Kennedy has been duly appointed in his place; And whereas, Upon careful consideration of the premises, it appears to be necessary for the protection and preservation of the just rights of the parties interested in the mortgaged premises, that they should co¬ operate for the protection and preservation of their respective interests and the readjustment thereof on a just and equitable basis, having due regard to prior liens and the probable net earnings of the railroad property in question; And whereas, The Pittsburgh, Cincinnati and St. Louis Railway Com¬ pany and the Pennsylvania Railroad Company have consented to become parties to an adjustment and reorganization of the said Columbus, Chicago and Indiana Central Railway Company, upon the terms herein¬ after set forth; Now, therefore, It is agreed by and between the undersigned, each subscriber binding himself hereto. (1) William L. Scott, Charles J. Osborn and John S. Kennedy, as the permanent committee of the holders of the consolidated first mortgage bonds of the said company, appointed under the said agreement of November 5, 1875, parties of the first part; (2) William L. Scott, John S. Kennedy and Charles J. Osborn, indi¬ vidually, and as a purchasing committee, parties of the second part (and hereinafter designated as “the purchasing committee”); (3) Certain holders of the said consolidated first mortgage bonds, whose names are hereto subscribed, parties of the third part; (4) Certain holders of certificates of the Union Trust Company of New York, issued as aforesaid in actual or assumed representation of similar bonds, whose names are hereto subscribed, parties of the fourth part; 42 658 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. (5) Certain holders of bonds secured by the second consolidated mort¬ gage aforesaid, whose names are hereto subscribed, parties of the fifth part; (6) Certain holders of the income bonds aforesaid, whose names are hereto subscribed, parties of the sixth part; (7) Certain holders of unsecured claims against the Columbus, Chicago and Indiana Central Railway Company, whose names are hereto sub¬ scribed, parties of the seventh part; (8) Certain holders of certificates of stock of the said Columbus, Chicago and Indiana Central Railway Company, whose names are hereto subscribed, parties of the eighth part; (9) The Pittsburgh, Cincinnati and St. Louis Railway Company, party of the ninth part; and (10) The Pennsylvania Railroad Company, party of the tenth part, as follows: First. The purchasing committee may, in their discretion, purchase all and singular the property, rights and franchises of the Columbus, Chicago and Indiana Central Railway Company, sold at any judicial sale or sales, for the purposes of this agreement; aqd they shall be bound to do so, if so requested in writing by a majority in interest of the parties of the third, fourth, fifth and sixth parts, at least thirty days before the day of sale, provided that, at or before the service of such written request, a sufficient amount of bonds and coupons, money, and such other means as may be necessary to make such purchase practicable, without risk of loss upon their part, shall be placed at their disposal; and they may, in their discretion, acquire by purchase or otherwise, any property of the Columbus, Chicago and Indiana Central Railway Com¬ pany, not embraced in the mortgage foreclosed, which they may deem useful to the new corporation. Second. The purchasing committee shall pay for the property, rights and franchises so purchased, with the bonds and coupons of the parties of the first, third, fourth, fifth and sixth parts, as far as may be; and such bonds and coupons shall be placed at their disposition for that purpose, in the manner hereinafter specified. Third. The purchasing committee may use any part of the funds con¬ tributed, as hereinafter provided, by the parties of the sixth, seventh and eighth parts, to pay so much of the purchase money of the said property, as may be payable in cash, to pay the expenses hereinafter provided for, and any sums which it may be found necessary to discharge before an order of the court can be obtained for possession of the property; and they may use the remainder for any other purpose which, in their judg¬ ment, may be necessary to the full execution of the plan of reorganiza¬ tion hereby provided for, paying the surplus to the new corporation. Fourth. After the purchasing committee shall have purchased the said property, privileges, rights and franchises, they shall organize a new corporation in conformity with this plan, and having authority to operate a railroad in the states of Ohio, Indiana and Illinois, with a capital of thirty million dollars ($30,000,000), divided into ten million dollars ($10,- 000,000) of common stock and twenty million dollars ($20,000,000) of CORPORATE HISTORY. 659 preferred stock (the latter to be entitled to dividends, if earned, at the rate of six per cent, per annum, payable semi-annually, in preference to the payment of any dividend on the common stock; such preferred dividends to be cumulative, but dependent upon the profits as declared by the board of directors, and no interest to accrue on delayed dividends), and with a bonded debt of twenty-two million dollars ($22,000,000) of first mortgage bonds, having fifty years to run and bearing interest at five per cent, per annum, payable semi-annually: principal and interest payable in gold coin of the United States, of the present standard of weight and fineness; and they shall cause the corporation so created to succeed to the title and possession of all and singular the property, rights, privileges and franchises so purchased, for the considerations and subject to the obligations by this agreement created and imposed thereon or upon the said new corporation. Fifth. The purchasing committee shall have and possess all the power and authority in the premises, that may lawfully be conferred under the laws aforesaid upon agents or trustees for the purposes herein contem¬ plated; and they are hereby empowered, in carrying into effect such purposes, to do all and everything that such agents or trustees are authorized by law to do in the premises; and they, as a committee, or a majority of them, may do any act by agent or attorney, duly authorized in writing; and their acts shall be binding on the new corporation. And the purchasing committee, as well as the new corporation, shall have discretionary power to compromise, adjust and settle, at any time, in such way, and on such terms, as may appear to be judicious, claims of or against the existing Columbus, Chicago and Indiana Central Railway Company or its property, or conflicting claims between any parties here¬ to, arising out of the matters herein referred to, in all cases in which it may appear to the purchasing committee or the new corporation to be expedient to make such compromise, adjustment or settlement. Sixth. All bonds, coupons, Union Trust Company certificates, evi¬ dences of debt and certificates of stock, owned, held or controlled by any of the parties hereto or those whom they represent, shall be deposited with such trust company or bank as shall be designated by the purchas¬ ing committee, for the purpose of being used by them in carrying out this agreement. They may be so deposited at once upon subscribing this agreement, and must be so deposited, forthwith, upon notice to do so being given by the purchasing committee, by mailing a copy thereof in the post office of New York City, addressed to the bondholder, certi¬ ficate holder, creditor or stockholder required to make such deposit, at the address given opposite his signature hereto, or at the city of New York, if no such address is given; and no one shall be entitled to any benefit under this agreement until all such bonds, coupons, trust com¬ pany certificates, evidences of debt and certificates of stock owned, held or controlled by him are so deposited, nor until' the payments required of him under this agreement are made. And the purchasing committee may refuse any such deposit or payment not made within thirty days from the mailing, as aforesaid, of the said notice. The purchasing com¬ mittee may issue certificates to represent all bonds, coupons, certificates, 660 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. evidences of debt and stock deposited with them, in such form as they may prescribe. Seventh. The foreclosure contemplated by this agreement may be had subject to sectional mortgages upon the premises or some of them, aggre¬ gating about five million three hundred and forty-three thousand dollars ($5,343,000). The bonds secured by any such sectional mortgage may be exchanged by the trustees of the new mortgage for bonds issued thereunder, bond for bond; but if such sectional mortgage bonds cannot be so exchanged, and can be extended at a rate of interest of five per cent, per annum or less, they may be extended by the new corporation, and new coupons issued thereon; and such extended bonds and coupons shall have the same priority of lien over the mortgage of the new cor¬ poration as to the property described in the mortgages securing them as such sectional bonds now have. And the bonds secured by the said mortgage, for twenty-two million dollars shall be reserved by the trustees of such mortgage, to the aggregate amount of five million three hundred and forty-three thousand dollars ($5,343,000), for the purpose of exchang¬ ing the same for sectional mortgage bonds as aforesaid; and such re¬ served bonds shall neither be issued nor used for any other purpose than that of exchanging or paying, or otherwise satisfying the said sectional mortgage bonds to an equal amount. Eighth. As the consideration for the property, rights and franchises to be conveyed to it, as aforesaid, the new corporation shall, with all convenient speed, create and deliver to the purchasing committee the stock and bonds mentioned in the ninth, tenth, eleventh, twelfth, thir¬ teenth and twentieth articles hereof, to the extent required to carry this agreement into effect. Ninth. Bonds of the new corporation, for one thousand dollars each, of the said issue of twenty-two million dollars ($22,000,000), bearing interest at five per cent, per annum, payable semi-annually, principal and interest payable in gold coin, as aforesaid, maturing fifty years after their date, secured by a first consolidated mortgage, and in form either coupon or registered, shall be delivered to the holders (assenting hereto) of the existing consolidated first mortgage bonds of the Columbus, Chicago and Indiana Central Railway Company, and of the certificates issued as aforesaid, to represent certain of the said bonds, by the Union Trust Company of New York, upon the following basis: 1. One of the said bonds to the holder of each bond for one thousand dollars ($1,000), secured by the said consolidated mortgage of the Colum¬ bus, Chicago and Indiana Central Railway Company, with all coupons from and including April 1, 1875, for which no such certificate as afore¬ said has been issued. 2. One of the said bonds to the holder of each certificate issued, as aforesaid, by the Union Trust Company of New York. Tenth. Each assenting holder of one consolidated first mortgage bond of the Columbus, Chicago and Indiana Central Railway Company, with coupons as aforesaid, or of one certificate as aforesaid, shall, upon the organization of the new corporation as aforesaid, be entitled to receive, by way of compensation for accumulated interest on such bonds, one CORPORATE HISTORY. 661 hundred and fifty dollars ($150) in cash, out of the two million four hundred thousand dollars ($2,400,000), coming as aforesaid from the Pitts¬ burgh, Cincinnati and St. Louis Railway Company, and four hundred dollars ($400) in the preferred stock of the new corporation. Eleventh. Each assenting holder of one thousand dollars ($1000) of the income or second consolidated mortgage bonds of the Columbus, Chicago and Indiana Central Railway Company shall be entitled to receive, upon the said reorganization, by way of compensation for the principal of and accumulated interest on such bonds, one thousand two hundred and fifty dollars ($1250) in preferred stock of the new corpora¬ tion, and two hundred and fifty dollars ($250) in common stock, con¬ ditioned, however, upon such bondholder paying to the purchasing com¬ mittee, for the uses herein set forth, ten per cent, in cash upon the par value of the bonds so held by him; which sum each of the said bond¬ holders agrees to pay, on notice given in like manner as provided for the notice to deposit bonds. Twelfth. Each assenting creditor of the Columbus, Chicago and In¬ diana Central Railway Company, holding a valid unsecured claim against it, shall be entitled to receive, upon the said reorganization, common stock of the new corporation, to the par value of such claim, without interest, upon the payment in cash of five per cent, of such par value, to the purchasing committee, for the uses herein set forth; which sum each of such creditors agrees to pay, on notice given in the manner aforesaid. Thirteenth. Each assenting holder of two shares of the common stock of the Columbus, Chicago and Indiana Central Railway Company shall be entitled to receive, upon the said reorganization, one share of the common stock of the new corporation, upon the payment in cash of five dollars on each share of the old stock, to the purchasing committee, for the uses herein set forth: which sum each of such shareholders agrees to pay on notice given in the manner aforesaid. Fourteenth. The said Pittsburgh, Cincinnati and St. Louis Railway Company agrees and covenants that it will, upon the said reorganiza¬ tion being fully effected, pay over to the purchasing committee, for the uses herein set forth, the said sum of two million four hundred thousand dollars ($2,400,000), and will also account for and forthwith pay over to them all net proceeds arising from the operation of the said railway from January 1, 1880, down to the date of such reorganization, not already paid in under the continuing order of the court; and further, that it will surrender for conversion into new stock, upon the basis set forth in the eleventh article hereof, all income bonds owned, held or controlled by or for it, including the income bonds for $660,000, to which it was adjudged entitled for betterments, under the seventh section of the decree of court, of February 16, 1880. Fifteenth. The Pennsylvania Railroad Company hereby guarantees the performance by the Pittsburgh, Cincinnati and St. Louis Railway Company of the covenants set forth in the preceding articles; and it will, as the holder of one million two hundred and fifty-eight thousand dollars ($1,258,000) of the existing second mortgage bonds of the Columbus, Chicago and Indiana Central Railway Company, forthwith 662 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. convert the same into the existing income bonds of the Columbus, Chicago and Indiana Central Railway Company, and when so converted, will surrender for conversion into stock, in accordance with article elev¬ enth of this agreement, such income bonds, together with all other income bonds owned, held, or controlled by or for it, to an amount not less than three million five hundred and four thousand dollars ($3,504,000), par value, in addition thereto. Sixteenth. The covenants aforesaid, on the part of the said Pennsyl¬ vania Railroad Company and the Pittsburgh, Cincinnati and St. Louis Railway Company, are made with the express understanding and agree¬ ment that all existing contracts, of whatever nature or kind, connected with and including the said original and amended agreements between the said two companies and the Columbus, Chicago and Indiana Central Railway Company, are to be cancelled, and that the said two companies are to be released from all claims arising therefrom, in any shape or form. And the other parties to this agreement, by executing the same, hereby (conditionally, however, upon the full performance of this agree¬ ment by the said two companies) assent to the cancellation of said original and amended lease and all agreements heretofore existing be¬ tween the said three companies, in any manner connected with the lease of the Columbus, Chicago and Indiana Central Railway, and do further agree that income bonds, to the amount of $660,000, shall be issued by the Columbus, Chicago and Indiana Central Railway Company to the Pittsburgh, Cincinnati and St. Louis Railroad (Railway) Company, for the purpose of exchange in the manner provided for in the fourteenth article hereof. Seventeenth. Upon the plan of reorganization herein set forth being fully carried out, and the title to the said property of the Columbus, Chicago and Indiana Central Railway Company vested in the new cor¬ poration, all the securities, evidences of debt and stock of the Columbus, Chicago and Indiana Central Railway Company, deposited with the purchasing committee, shall be surrendered by them to the new cor¬ poration, so that the only stock and securities, representing the property of the new corporation, shall be those hereinbefore provided for. Eighteenth. The mortgage securing the bonds of the new corpora¬ tion shall contain all clauses which, in the judgment of the purchasing committee, may be expedient to make the bonds secure and marketable. Ninteenth. Payments in respect of income bonds, evidences of debt or the common stock of the Columbus, Chicago and Indiana Central Railway Company, on the terms hereinbefore specified, must be made to such trust company or bank as may be designated by the purchasing committee, before the expiration of such time as may be limited by them, as aforesaid. Twentieth. Such bonds and stock of the new corporation as may not have been subscribed for by the holders of the securities of the old cor¬ poration, and which the holders of such securities would have been en¬ titled to subscribe for, under the terms of this agreement, may be sold and disposed of by the purchasing committee, upon such terms and con¬ ditions as they may deem best for the interest of the new corporation, CORPORATE HISTORY. 663 provided they are not sold or disposed of for a less amount than what they would have produced had they been subscribed for by the holders of the old securities aforesaid; and the bonds and stock of the new cor¬ poration, and all moneys and other property which may come into the hands of the purchasing committee under this agreement, and which shall not be required for the purpose of carrying it into execution, shall be paid and delivered to the new corporation. Twenty-first. The purchasing committee shall be liable only for gross negligence or willful default; and no one of them shall, under any cir¬ cumstances, be liable except for his own personal acts. If a vacancy shall occur, from any cause whatever, in the purchasing committee, the remaining member or members may fill the vacancy, but shall not be obliged to do so, while two remain to execute the trust. Any person appointed to fill such vacancy, and accepting the appointment, shall, immediately and without further act, succeed to all the rights and duties of his predecessor; and the purchasing committee may, in all cases, act by a majority of their number. Twenty-second. If, by reason of delays caused by opposition in the courts or otherwise, the reorganization herein provided for is not effected by such time as will permit the issue of the new corporation’s bonds, with the first full coupons maturing on April 1, 1883, an allowance, cither in cash or extra coupons or bonds, as the purchasing committee shall deem most expedient, shall be made to the parties entitled to receive such new bonds under this agreement, so that they shall in effect receive interest on such bonds from October 1, 1882. Twenty-third. The purchasing committee may employ such agents, assistants, attorneys and counsel as they may deem expedient, either for themselves as a committee or for the trustees of any of the said mort¬ gages, if so desired by such trustees, for the purpose of carrying out the general intent of this agreement; and they may defray the expenses of such assistance, and all other expenses incident to the full execution of this agreement or to the negotiations and arrangements preliminary thereto, out of the moneys coming into their hands as such committee, and shall be entitled to such just and fair compensation for their services as may be agreed upon between them and the new corporation; and the new corporation shall indemnify them against all loss by reason of any such expenses as aforesaid. Twenty-fourth. The purchasing committee shall have power to supply any deficiencies or omissions and reconcile any inconsistencies which may hereafter be discovered in the plan of reorganization; and, with the written consent of a majority in interest of the holders of bonds and trust certificates subscribing hereto, the purchasing committee may alter and amend this agreement in any manner which shall not change the relative rights and interests of the parties or give to one party a greater advantage over any other than is now given. If the amount of stock and bonds, herein provided for, should exceed the amount permitted by the laws of any of the states under which the new corporation is to be formed, the same may be reduced pro rata, to conform to such laws, but so as to give to each party, as nearly as possible, the same amount of income from his investment as is ‘herein contemplated. 664 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO Twenty-fifth. Inasmuch as it may be necessary to form separate cor¬ porations in each state through which the said railroad runs, before a consolidated corporation can be formed, or it may be, for other reasons, expedient to organize several corporations to own and hold the said property, the purchasing committee may, in their discretion, organize several corporations for that purpose, dividing the property between them with stock and bonds in all to the amount hereinbefore prescribed; and the words “ the new corporation,” wherever they occur, shall be con¬ strued as meaning the corporation or several corporations which may be organized to carry out the plan of reorganization hereby contemplated; and, if the purchasing committee deem it best to reorganize the existing olumbus, Chicago and Indiana Central Railway Company, changing the amount of its debts and stock to conform to this plan, they may do so; and, m that case, the words “the new corporation,” shall be con¬ strued as meaning the said company as reorganized. Twenty-sixth. Any of the persons or corporations hereinbefore desig¬ nated as intended to be parties to this agreement may subscribe the same at any time on or before the 1st day of October, 1882, after which date no one shall be entitled to subscribe this agreement or partake of the advantages thereof, except by the express consent in writing of the purchasing committee. Twenty-seventh. Any copy of this agreement may be subscribed and e ivered to the purchasing committee, and, if accepted by them, shall have the same force and effect as to the signature of every party thereto as if such signature were appended in like manner to the original instru¬ ment. In witness whereof, the said corporations have caused these presents o be signed by their respective presidents and their corporate seals to be affixed hereto and attested by their secretaries, in pursuance of the authority of the boards of directors of the said corporations respectively and the other parties hereto have hereunto set their hands and seals the 1st day of July, 1882. DEED. Columbus, Chicago and Indiana Central Railway Company Con¬ veying Road to Receivers. Dated May 25, 1875. An indenture, made the twenty-fifth day of May, eighteen hundred and seventy-five, between the Columbus, Chicago and Indiana Central Railway Company, party of the first part, and James A. Roosevelt and William R. Fosdick, parties of the second part. Whereas, By an order made by the Circuit Court of the United States or the district of Indiana, at November term of the year eighteen hun¬ dred and seventy-four, which order was entered on the day of February, eighteen hundred and seventy-five, in a certain suit pending in such court, wherein James A. Roosevelt and William R. Fosdick, trustees, are complainants, and the Columbus, Chicago and Indiana Cen¬ tral Railway Company are defendants, it was ordered, adjudged and decreed that the said James A. Roosevelt and William R. Fosdick be and they were thereby, appointed receivers of the railroad and equip- CORPORATE HISTORY. 665 ments, and appurtenances, and other mortgaged premises embraced in and covered by the mortgage to the complainants in said suit in the bill of complaint in said suit described, and of the earnings, and income, rents, issues and profits thereof; and that the said defendant, the Colum¬ bus, Chicago and Indiana Central Railway Company, by its proper officer in that behalf, do forthwith transfer and convey to the said receivers the said railroad and equipment and appurtenances and the other mortgaged premises embraced in and covered by the said mortgage to the said com¬ plainants, and such income, rents, issues and profits thereof. Now, this indenture witnesseth, That the said party of the first part, in obedience to the said order, and in consideration of the premises and of one dollar to it in hand paid, at and before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, doth hereby grant, convey, assign and transfer to the said parties of the second part, the railroad and equipments and appurtenances and other mortgaged premises embraced in and covered by the mortgage above mentioned, the same being the mortgage bearing date February twentieth, eighteen hundred and sixty-eight, made by the Columbus, Chicago and Indiana Central Railway Company to James A. Roosevelt and William R. Fosdick, as trustees, and the income, rents, issues and profits thereof, the line of the said railroad extending from Columbus, in Ohio, to In¬ dianapolis, in Indiana, and to Chicago, in Illinois; to have and to hold the same unto the said parties of the second part as such receivers, and their successors, subject to the orders of the said Circuit Court of the United States for the district of Indiana in the premises. In witness whereof, the said party of the first part hath hereunto affixed its corporate seal, and caused the same to be attached by its president, the day and year first above written. The words “ of the first part ” being first interlined. Columbus, Chicago and Indiana Central Railway Company, By B. E. SMITH, President. Attest: G. MOODIE, Secretary. Acknowledged before H. G. Dennison, notary public, Franklin county, Ohio, June 1, 1875. COURT PROCEEDINGS RELATIVE TO THE SALE OF THE COLUMBUS, CHICAGO AND INDIANA CENTRAL RAILWAY. DECREE OF SALE. By the United States Circuit Court for the Northern District of Illinois and District of Indiana. United States Circuit Court. Northern District of Illinois. Wednesday, November 15, 1882. Present, Hon. Thos. Drummond, judge. James A. Roosevelt and William R. Fosdick vs. The Columbus, Chicago and Indiana Central 666 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Railway Company, Frederick R. Fowler, Archibald Parkhurst and John B. Thompson. Pending on original, amended and supplemental bills. William L. Scott vs. the Columbus, Chicago and Indiana Central Rail¬ way Company, James A. Roosevelt, William R. Fosdick, Frederick R. Fowler, Archibald Parkhurst, Jr., and John B. Thompson. Pending on cross bill. These causes coming on now to be heard, are set down for hearing upon the original, amended and supplemental and cross bills of complaint, and the exhibits therewith respectively filed, the answer to the cross bill of complaint filed by James A. Roosevelt and William R. Fosdick, the replication thereto filed by the said William L. Scott, and upon the ex¬ hibits and testimony, and upon the order to take the bill pro confesso entered at the last term as against the several defendants in default, upon all which the court being fully advised, doth find that the material alle¬ gations of said original, amended, supplemental and cross bills are true, except as hereinafter reserved or found to the contrary, and that the equity of the cause is with said complainants in said original amended and sup¬ plemental bills, and with the complainant in said cross bill, except as hereinafter found to the contrary or reserved for future consideration, and the court particularly finds from the exhibits and evidence aforesaid that Joseph T. Thomas has resigned his office as trustee as alleged in said pleadings, and that said defendant, the Columbus, Chicago and Indiana Central Railway Company, is a consolidated corporation existing in the states of Ohio, Indiana and Illinois, duly created, formed and organized by the consolidation of other corporations theretofore existing in said states, and that before and on the 20th day of February, 1868, it was the owner and in possession of a line of railway extending from Columbus to Indianapolis, in Indiana, and to Chicago and elsewhere in Illinois, more particularly described as follows: Lying, being and extending from its terminus in the city of Chicago, in the state of Illinois, through the county of Cook, in said state, southward to the state of Indiana, and through the counties of Lake, Porter, Laporte, Stark, Pulaski, Cass, Howard, Tipton, Madison, Henry and Wayne, in Indiana, to the city of Richmond in Indiana; and thence eastward to the state of Ohio, and through the counties of Preble, Darke, Miami, Champaign, Union, Madi¬ son and Franklin, to the city of Columbus, Ohio; and also extending from the city of Richmond aforesaid, in the state of Indiana, westward through the counties of Wayne, Henry, Hancock and Marion, to the city of In¬ dianapolis, in Indiana; and also extending from the main line aforesaid, at a point in Miami county, Ohio, westward through the county of Darke, in Ohio, to theUndiana state line, at Union city; and thence westward through the counties of Randolph, Jay, Blackford, Grant, Miami, Cass, White, Jasper and Newton, in Indiana, to the line of the state of Illinois in the direction towards Peoria, being altogether in length of railway about five hundred and eighty-six and a half miles, four hundred and twenty-four and one-half miles thereof being in the state of Indiana, about one hundred and thirty-four and one-half miles thereof being in the state of Ohio, and about twenty-seven and one-half miles thereof being in the state of Illinois. CORPORATE HISTORY. 667 That said railroad company then owned and possessed all and singular the franchises and equipments, property, tolls, lands, tenements, build¬ ings, fixtures and machinery connected with or used in the use or opera¬ tion of said railway, or appurtenant thereto, all rails, ties, fuel, fencing and erections, all rights of way and easements, and all cars, engines and tools, revenues, privileges and appurtenances thereof, and hereinafter described. And the court further find, that on said twentieth day of February, 1868, the said the Columbus, Chicago and Indiana Central Railway Company duly made and executed, under its corporate seal, attested by its president and secretary, and delivered to said James A. Roosevelt and William R. Fosdick, its certain indenture of mortgage or deed of trust, bearing date February 28th, 1868, whereby it conveyed unto said Roosevelt and Fos- -dick, as trustees, in fee simple, but by way of mortgage, all its line of railway aforesaid, by the description aforesaid, together with all its franchises, equipments, property, tolls, issues and profits, and all its lands, tenements, buildings, fixtures, machinery, goods and chattels connected with or used in the using and operating of said railway or appurtenant thereto, and all its rails, ties, fuel, fencing and erections, and all its rights of way and easements, and all cars, engines and tools, and all rents, reservations and reversions of every nature and kind whatever, including all said property between said terminal points which said rail¬ way company then had or owned and possessed, or might thereafter acquire, either in law or in equity, of every kind whatever appurtenant thereto, but not including nor operating to transfer any lands, goods, chattels, property, machinery, equipment or other matters which said company then owned or might thereafter acquire, that need not be used for any purposes incident to the management or operation of said rail¬ way or the repair thereof, or in the business of such railway company, nor any right of way, easements, franchises, powers or right to build a railway from Chicago to Galena or to any other place west of Chicago, to have and to hold the said railway, property, premises, interests, rights and appurtenances as aforesaid, and thereby conveyed or intended so to be, by said conveyance, to said Roosevelt and Fosdick, as such trustees, as aforesaid, and to their successors in said trust, or assigns, to and for the only use, benefit and behoof of the said trustees and their cestui que trust, their successors and assigns forever, but in special trust and con¬ fidence and upon the conditions following, that is to say: among others, for the benefit, protection and security of the persons and corporations who might, from time to time, be and become the holders and owners of certain bonds hereinafter described of said Columbus, Chicago and Indiana Central Railway Company, which bonds said mortgage or deed of trust recited that said Columbus, Chicago and Indiana Central Railway Company were about to make to the amount of fifteen millions of dollars, each bond to be for the sum of one thousand dollars, and to bear seven per cent, per annum interest, payable semi-annually, and the principal to be payable on the first day of April, A. D. 1908, and both principal and interest to be payable in the city of New York, said bonds to be dated the 20th day of February, 1868, and the semi-annual interest thereon to 668 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. be made payable on the first days of April and October in each year, with an interest warrant or coupon for each semi-annual payment of interest, made and authenticated for and on behalf of said mortgagor company, by the secretary of said company, and annexed to said bonds, said bonds to be prepared and signed by the president of said company by and on behalf thereof, and attested by the secretary, and to have annexed to each of them a certificate of authentication of the trustee or trustees under the mortgage made to secure them, without which said bonds should not be obligatory; and said mortgage or deed of trust provided that said conveyance should be for the benefit and protection and security of said holders and owners of said bonds, for enforcing the stipulations of said company as to said issue of bonds, and the dis¬ posal thereof, and securing the same, and all the coupons or interest warrants attached to them, and the final payment thereof, in their true intent and meaning, whether as contained in said bonds or in said coupons, or in said deed of trust or mortgage; and further, that if said Columbus, Chicago and Indiana Central Railway Company should well and truly pay to the holders of said bonds so to be issued and thereby secured, the respective sums of money and interest due and accruing thereon, and on each of them on the days and times therein mentioned, and according to the tenor and effect of said bonds, that then and thenceforth said deed of trust or mortgage, and the estate thereby granted, should become and be utterly void and of no further effect, and by said payment wholly annulled and satisfied, but that until default in the making of such payment, or of something required in said mortgage or deed of trust, to be done by said railway company, said railway company should be suffered and permitted to possess, use, manage and operate said railway, property, franchises, and appurtenances, and to renew, replace and repair the same and every part thereof, and to take and receive and use the tolls, rents, issues, incomes and profits thereof, and the same to dispose of in any manner not inconsistent with such mortgage or deed of trust, and said mortgage or deed of trust provided that in case default should be made in the payment of any interest upon any of said bonds, according to the tenor of the coupons thereto annexed, or of the provisions of said mortgage or deed of trust, or in case default should be made in the principal of said bonds or any of them when the same should become due, without the consent of the holder of such bond on which such default should occur, that the said Columbus, Chicago and Indiana Central Railway Company should, within six months after such default, said deiault still continuing, on demand of said Roosevelt and Fosdick, trustees, surrender to them the possession of said granted railway, that they might manage, operate and control the same for the purpose of paying and securing the income, issues and profits thereof to the payment of the said interest so in default; and further, that no such demand for possession should be made by said trustees until they should have been required by the holders of at least one-half of said bonds then outstanding and unpaid, to make such demand, and take such possession; and said mortgage further provided, that in case such default should be made, and continue as aforesaid for the period of six CORPORATE HISTORY. 669 months after such default, it should be lawful for the said trustees, Roosevelt and Fosdick, or their successors, after entry as aforesaid, or without entry, to sell and dispose of all and singular the said premises and property, rights and franchises thereby conveyed or intended to be, as an entirety, at public auction in the city of Logansport, Indiana, at such time as the said trustees might appoint, having first demanded of the said railway company full payment of all money then in default, and given sixty days’ notice of such time and place of sale, and a full descrip¬ tion of the property so to be sold, by advertisement thereof in three newspapers, one published in the state of Ohio, one in the state of Indiana, and one published in the city of New York, and to adjourn said sale from time to time, in their discretion, and after adjournment to make such sale, without further notice, at the time and place to which it might be so adjourned, and, upon said sale, to convey said premises so sold, by good and sufficient conveyances, to the purchaser or purchasers thereof, and to appropriate the net proceeds of said sale to the payment of the interest then in arrear and afterwards to the principal of said bonds so issued and outstanding, and to pay any surplus to the said railway company, with the further provision that said trustees might, in their discretion, sell said premises subject to any and all mortgage liens, or any part thereof, which might, at the time, have priority over the lien of said deed of trust or mortgage, and that, at any sale of said property, or any part thereof, made by virtue of said deed of trust or mortgage, or by judicial authority, said trustee or trustees might bid for and pur¬ chase, or cause to be purchased, the property so sold, or any part thereof, in behalf of the holders of said bonds secured by said deed of trust or mortgage then outstanding, at a reasonable price, if only a part should be sold, but if the whole property be sold, then at a price not exceeding the whole amount of said bonds and interest then outstanding. And further, it was thereby and therein provided, that if default should be made, by the said railway company, in the payment of any half year’s interest on any of said bonds, and the warrant or coupon for such interest should have been presented, and its payment demanded, and such default should have continued six months after such demand, with¬ out the consent of the holder of such coupon and bond, then and there¬ upon the principal of all the said bonds, thereby secured, should be and become immediately due and payable, anything in such bonds to the contrary notwithstanding; and that said Roosevelt and Fosdick, trustees, might so declare the same and notify the said railway company thereof, and upon the written request of the holders of a majority of said bonds then outstanding might proceed to collect such principal and interest of all such bonds then outstanding by foreclosure and sale of said prop¬ erty or otherwise, as in said mortgage or deed of trust provided. And it was therein and thereby further provided, that the said railway com¬ pany would create and make a sinking fund for the payment of said bonds, and each of them, by setting aside or depositing with the sinking fund commissioner or commissioners, to be appointed by said railway company for that purpose, from and after the first day of April, in the year 1870, and annually thereafter, until the maturity of said bonds, 670 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. from the net earnings of the said railroad and property, for the payment of all interest on said bonds, and also the interest on all bonds, being a prior lien on said property or any part of it, an amount of money equal to the one-half of one per cent, of the principal amount of all such bonds thereby secured, which should then be outstanding; that such sinking fund money should, from time to time, under the orders of said railway company, be invested in the purchase of the bonds so issued, or in such first mortgage bonds so to be redeemed, or in bonds of the government of the United States, or of the states of Ohio, Indiana or Illinois, and the money accruing on any and all such investments for interest, as fast as the same should be received, should be added to and paid into said sinking fund and compounded therein continually and reinvested in like manner with the other money of said fund. And the court further find that the said the Columbus, Chicago and Indiana Central Railway Company had, before April 1, 1875, issued, disposed of and sold to divers persons and corporations, now owners and holders thereof, for value, and the same are now outstanding in their hands, bonds of said issue so described in said mortgage or deed of trust, and attested, evidenced and authenticated as in said mortgage or deed of trust is provided, to the number of ten thousand four hundred and seventy-eight, of the par value in all of ten millions four hundred and seventy-eight thousand dollars. And the court further find that said obligor and mortgagor, the Columbus, Chicago and Indiana Central Railway Company, has made default in the payment of interest upon the bonds so issued, disposed of and sold, as follows, to wit: the installment of interest which accrued and fell due on the first day of April, 1875, and each and every install¬ ment of interest that has fallen due and accrued since that day is in default, and no part of the same has been paid by said obligor and mortgagor or other for it, but that part of the coupons therefor were cancelled in the course of the execution of the decree of the Circuit Court of the United States for the district of Indiana, in the case here¬ inafter described, as appears of record therein, and are not payable by said mortgagor. And the court further find that the said the Columbus, Chicago and Indiana Central Railway Company has wholly failed to comply with the provision and stipulation of the said deed of trust or mortgage, whereby it was agreed to create and make the said sinking fund from and after the first day of April, one thousand eight hundred and seventy, and annually thereafter, to an amount equal to one-half of one per cent, upon the principal amount of the bonds secured by the said mortgage or deed of trust and then outstanding, and that said company has not made or provided any such sinking fund to any extent whatever, but in per¬ formance of its obligations and stipulations in that behalf contained in said mortgage or deed of trust, has wholly failed and made default. And the court further find, that said mortgagor company is insolvent. And the court further find that under and by virtue of a certain lease and contract, bearing date January 22, 1869, made by and between the said the Columbus, Chicago and Indiana Central Railway Company, CORPORATE HISTORY. 671 party of the first part, and the Pittsburgh, Cincinnati and St. Louis Railway Company, party of the second part, and the Pennsylvania Rail¬ road Company, party of the third part, and by a certain agreement or amended lease or contract made between the same three parties, and bearing date February 1, 1870, the entire railroad aforesaid of the said Columbus, Chicago and Indiana Central Railway Company, with the rolling stock and equipments and appurtenances thereof, embracing all the premises covered by the said mortgage or deed of trust, to said Roosevelt and Fosdick, trustees, was leased by the said Columbus, Chicago and Indiana Central Railway Company to the said the Pitts¬ burgh, Cincinnati and St. Louis Railway Company, for the term of ninety-nine years from February 1, 1869, renewable at the option of said Pittsburgh, Cincinnati and St. Louis Railway Company for like period forever; but subject, however, to earlier determination, at the lessors’ option, in case of non-compliance by said lessee with the conditions and covenants of said lease, by which lease there was reserved to the lessors, the Columbus, Chicago and Indiana Central Railway Company, by way of annual rent, thirty per cent, of the gross earnings of the said railway, but with the stipulation and covenant, on the part of the lessee, that such rents should amount to a sum equal in interest, at the rate of seven per cent, per annum, on the sum of fifteen million eight hundred and twenty- one thousand dollars, and that, if such thirty per cent, of the gross earnings should not equal said amount, then that the said lessee, the Pittsburgh, Cincinnati and St. Louis Railway Company, should and would pay any deficiency out of its own moneys without charge or claim in respect thereto; and with the further provision that such sum abso¬ lutely agreed to be paid as aforesaid, should be applied, when paid, to pay the interest, as it should from time to time mature, upon such amount of fifteen million eight hundred and twenty-one thousand dollars of mortgage bonds of said company, bearing seven per cent, interest, which provision was designed to cover the interest upon the bonds issued under the said mortgage to the said Roosevelt and Fosdick, trustees, and upon all prior incumbrances, and upon certain eight hun¬ dred and twenty-one thousand dollars of second mortgage bonds of the Columbus and Indianapolis Central Railway Company, which was a lien prior to the said mortgage or deed of trust to the said Roosevelt and Fosdick upon a certain portion of the railway line aforesaid. And the court further find, that by the stipulations of the said lease, and the further agreement or amended lease and contract, the said Penn¬ sylvania Railroad Company guaranteed the performance, by the said Pittsburgh, Cincinnati and St. Louis Railway Company, of the stipula¬ tions and agreements made by it as lessee as aforesaid. And the court further find, in pursuance of the terms and stipulations of said lease, the said Pittsburgh, Cincinnati and St. Louis Railway Company entered into and took possession of the said demised premises. And the court further find, that by virtue of the stipulations contained in the first article of said amended lease, the said Columbus, Chicago and Indiana Central Railway Company undertook to provide and arrange for and to adjust and classify all its indebtedness then existing, so 672 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. that fifteen millions eight hundred and twenty-one thousand dollars thereof should be represented by bonds bearing interest at the rate of seven per cent, per annum, secured by mortgage upon the estate and property of the said railway company (the said eight hundred and twenty- one thousand dollars being the bonds aforesaid of the Columbus and Indianapolis Central Railway Company), and that all other indebtedness of the said Columbus, Chicago and Indiana Central Railway Company, and all payments and advances that had theretofore been made for in¬ terest, construction, operating and maintaining the said railway, and accounts and expenditures made in that behalf by the said Pittsburgh, Cincinnati and St. Louis Railway Company and the Pennsylvania Rail¬ road Company, in excess of the receipts theretofore derived from the said Columbus, Chicago and Indiana Central Railway Company, should be represented by bonds bearing interest at the rate of seven per cent, per annum, entitling the holder thereof to vote, secured by mortgage on the estate and property of the said Columbus, Chicago and Indiana Central Railway Company, which bonds should be payable after twenty years, at the pleasure of said railway company, and should be convertible into preferred capital stock, bearing seven per cent, interest per annum, at par, at any time within fifteen years, at the option of the holders of the same, which issue of bonds should not exceed ten millions of dollars, to be received by the said Pittsburgh, Cincinnati and *St. Louis Railway Company and the Pennsylvania Railroad Company at par, in the pay¬ ment of all claims and advances, so far as said companies were then entitled or might thereafter become entitled to the same. And the court further find, that in the month of February, 1875, the Pittsburgh, Cincinnati and St. Louis Railway Company filed its bill in chancery in the Circuit Court of the United States for the seventh judicial circuit and district of Indiana, against the Columbus, Chicago and Indiana Central Railway Company and others, averring a breach upon the part of said railway company of the stipulations contained in said first article of said amended lease, praying that the same should be rescinded unless within a time fixed by the court, the said Columbus, Chicago and Indiana Central Railway Company should specifically per¬ form the stipulations and covenants therein contained; and by an amend¬ ment to the bill also averred that said lease and amended lease were null and void; and also that the same were no longer obligatory be¬ cause of an eviction, as the said lessee claimed, from the demised premises. And thereupon the said James A. Roosevelt and William R. Fosdick, as trustees as aforesaid, filed in said suit their answer and their cross bill, denying any breach on the part of the said Columbus, Chicago and Indiana Central Railway Company of the covenants to be by it performed under said lease, and praying that the said Pittsburgh, Cincinnati and St. Louis Railway Company and said Pennsylvania Railroad Company should be compelled to perform the stipulations contained in said lease and the amended lease, for the payment of the rentals therein provided, and that they should be enforced against them, said lessee and guarantor companies, and thereupon such proceedings were afterwards had, that on the sixth day of August, 1879, the said cause having been fully heard, a CORPORATE HISTORY. 673 decree was entered therein, by which it was adjudged and decreed that the said Columbus, Chicago and Indiana Central Railway Company was in default in the performance of the said covenants contained in said first article of said amended lease, and said railway company was given by said decree time until the first day of January, 1880, to perform upon its part the said stipulation and covenant as to which default had been found against it, and afterwards, in the month of February, 1880, a final decree was made and entered in said cause finding that such company had theretofore performed all the stipulations and covenants of said lease and amended lease that it was obliged to perform under said former decree, that said lease and amended lease were valid, and that the lessee was in possession of the demised premises and had not been evicted therefrom, and that said Roosevelt and Fosdick on their cross bill were entitled to recover of said Pittsburgh, Cincinnati and St. Louis Railway Company, and said Pennsylvania Railroad Company, by way of rental, the sum of two millions seven hundred and sixty-nine thousand five hundred and seventy-four 90-100 dollars, with interest thereon at the rate of six per cent, per annum from January 1, 1880, subject to the deduction there¬ from of the amount paid by the lessees as for the net earnings of the railway for October, November and December, 1879, and that said lessees and their said guarantors were bound liable to pay the rent reserved by said lease and agreed to be paid from and after January 1, 1880, as by said decree of record will more fully appear; from which final decree an appeal was taken by the said Pittsburgh, Cincinnati and St. Louis Railway Company, and a supersedeas bond given and approved, and thereby said decrees were superseded; and a cross appeal was also taken by the said Columbus, Chicago and Indiana Central Railway Company, and said Roosevelt and Fosdick, to the Supreme Court of the United States, in which said court said appeal and cross appeal are now pending and undetermined. And the court further find, that on the day of , 18 , William L. Scott filed his cross bill aforesaid against the said Roosevelt and Fosdick, Fowler, Parkhurst and Thompson, and against the said Columbus, Chicago and Indiana Central Railway Company, and has caused proper process to be served on each of the said defendants, and that all of the said defendants, except the said Roosevelt and Fosdick, are in default for demurrer, plea or answer to the said cross bill, and that the said cross bill, at a prior term of this court, has been taken pro confesso against said parties so failing to answer, and the cause con¬ tinued until this term for decree. And the court further find that the said William L. Scott is the owner of bonds and coupons thereto an¬ nexed, secured by the said mortgage to the said Roosevelt and Fosdick, trustees, including interest upon such coupons to November 13, 1882, to the amount of more than eleven millions and five thousand seven hundred and fifty 5-100 dollars; that on the 27th day of March, 1877, Augustus C. Brown was the owner and holder of three of said bonds now owned by said William L. Scott, numbered 1741, 6458 and 6459 respectively, attached to each of which bonds and owned by him, and now owned by said Scott, were four coupons or interest warrants for 43 674 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the sum of thirty-five dollars each, then matured and past due, and which has matured on the first days of April and October in the years 1875 and 1876 respectively, of all which, and of all coupons thereof maturing subsequently, said William L. Scott was then the owner and holder; that the said the Columbus, Chicago and Indiana Central Rail¬ way Company had not by advertisement at any time designated any place for the payment of said coupons, that thereupon said Brown caused said coupons or interest warrants thus past due as aforesaid to be presented and demand to be made on said company at its agency in the city of New York, for the payment of said last-named coupons or interest warrants, and for the amounts due thereon from the said rail¬ way company respectively, with which demand the said company then and there refused to comply, and that more than six months have elapsed without the payment of said coupons or interest warrants or any part thereof, and of any subsequently maturing coupons or interest warrants, and said default has continued until now without the consent of the holders of said coupons or any of them, or of any of the bonds aforesaid to which they were annexed as aforesaid, and that said coupons still remain unpaid. Said Scott averred, in and by said cross bill, that by reason of such payment the entire principal of the bonds described in said mortgage or deed of trust has, by the stipulation of the mortgage aforesaid, be¬ come and is now due and payable. And the court further find, that on the 23d day of February, 1881, said Scott was and still is the owner and holder of one of said bonds numbered 2973, annexed to which, and owned by him, were twelve coupons or interest warrants for the sum of thirty-five dollars each, then matured and past due, and which had matured on the first days of April and October in the years 1875,. 1876, 1877, 1878, 1879 and 1880, of all which and of all coupons thereof maturing subsequently, said William L. Scott was then and is now the owner and holder, and that said com¬ pany had not by advertisement at any time designated any place for the payment of said coupons, and that thereupon on said 23d day of February, 1881, said Scott caused said coupons or interest warrants, then past due as aforesaid, to be presented to and demand to be made for the payment thereof upon said company at its agency in the city of New York, and also upon its president at his office in the city of New York, which demand said company refused to comply with, and more than six months have elapsed without the payment of said coupons 01 interest warrants or any part thereof, or any subsequently maturing coupons or interest warrants, at the time of the filing of said cross bill, which default has continued until now without the consent of the holders of said coupons or any of them, and said coupons still remain unpaid, by reason of which default and demand said Scott avers and claims in his said cross bill that the entire principal of the bonds described in said consolidated first mortgage, has, by the stipulation of the mortgage aforesaid, be¬ come and is now due and payable. And the court further find, that said Scott further claimed and has taken testimony tending to prove that before filing his said cross bill. CORPORATE HISTORY. 675 he had applied to said Roosevelt and Fosdick to amend their supple¬ mental bill, and to ask for the sale of said mortgaged property, as by said Scott in his said cross bill prayed, but that they had refused so to do, otherwise than is shown by their supplemental bill. And the court further find, that it is not at present necessary to pass upon the claims thus made by said Scott by his cross bill, that the prin¬ cipal of the bonds aforesaid has become presently due and payable, but that the same ought to be reserved for the further consideration of this court, in case the same shall be necessary at a subsequent stage in this case to be heard, and this decree is, therefore, now made, saving all the rights of said Scott and of all other holders of said bonds and coupons, and of said Roosevelt and Fosdick, trustees, and of said Columbus, Chicago and Indiana Central Railway Company, by reason of the said claim that said principal has become due, and is without prejudice to the rights of any of them, growing out of said demands and refusals, all which rights are to be and remain as they are, wholly unaffected by this decree, but for further consideration of this case. And the court further find, that the amount which is now due from the said Columbus, Chicago and Indiana Central Railway company for interest, whether it be treated as interest upon such principal sum of ten millions four hundred and seventy-eight thousand dollars not yet matured or grown due, or whether it be treated as interest upon the said sum matured and grown due by reason of the demands aforesaid made by the said Brown and the said Scott, as claimed by the said Scott in his cross bill, and the refusals aforesaid, is in substance the same, and that it is not necessary, until the said company shall have paid the amount of accrued interest to the amount of all of said coupons or interest warrants, now past due, to determine the further question whether the said principal of the said bonds is due, or enforcible as claimed by said Scott, or is not due, or not enforcible, and for this reason the said controversy is not now determined, but the rights of the said parties are, as heretofore recited, saved to each of them respectively, and this decree is without prejudice to any of them in that regard. And the court further find, that the amount now due by reason of the non-payment of the interest aforesaid, upon said ten thousand four hundred and seventy-eight bonds, which has accrued and grown due and is now past due and matured upon the said ten millions four hundred and seventy-eight thousand dollars, the principal sum of said bonds, is the sum of four millions eight hundred and thirty-four thousand two hundred and thirty 23-100 dollars, including interest to November 13, 1882, and that the complainants, Roosevelt and Fosdick, are entitled to a decree that in case the' said sums be not paid for the benefit of their said cestuis que trust, within a certain short time to be fixed by this court, that the said mortgaged premises shall be sold free from the equity of redemption of all parties to this case, for the purpose of pro¬ viding payment for such indebtedness. Therefore, it is adjudged, considered and decreed that within ten days from the entry of this decree, the said Columbus, Chicago and Indiana Central Railway Company shall pay or cause to be paid unto the said 6 y 6 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Roosevelt and Fosdick, trustees, in the manner hereinafter provided, for the benefit of their cestuis que trust, namely, the owners and holders of the said ten thousand four hundred and seventy-eight bonds and coupons thereon secured by the said mortgage, the said sum of money herein¬ before mentioned, that is to say, the said interest in arrear, amounting to the sum of four millions eight hundred and thirty-four thousand two hundred and thirty 23-100 dollars, with interest from November 13, 1882, at the rate of six per cent, per annum. And in case the said sum shall be paid as aforesaid in accordance with this order, then leave is given to the said William L. Scott to apply to this court for a further order of foreclosure and sale for non-payment of the principal of said bonds, in accordance with the prayer of his said cross bill. But in case such payment shall not be made, and said mort¬ gaged premises shall be sold as hereinafter ordered, then distribution shall be made of the proceeds of said sale to the account of the principal and interest of said indebtedness so secured by said mortgage as here¬ inafter provided. And in case such payment shall be made, said Roose¬ velt and Fosdick shall forthwith report the same to this court for its order in the premises, which payment shall be made by the deposit of said sum to the credit of said Roosevelt and Fosdick, as receivers, in the Gallatin National Bank of the city of New York, to be withdrawn only upon orders of this court for the application thereof to the benefit of said coupon holders as they may be entitled. And the court further find that the holders of the majority of the bonds secured by said mortgage or deed of trust to said Roosevelt and Fosdick have never assented to the sale of said mortgaged premises, subject to said lease to said Pittsburgh, Cincinnati and St. Louis Rail¬ way Company, which is subsequent to their mortgage, but, on the con¬ trary, they object thereto, and desire and insist that said mortgaged premises and property be sold as an entirety, with the option to the purchaser to affirm or disaffirm said lease, at his will, from and after the sale and purchase thereof, and also that such majority desire the said sale to include and embrace, as part of such entirety, all and singular all right, title, claim and demand of said Roosevelt and Fosdick, trustees and receivers, held and owned by them, or recovered or to be recovered by them by decree of the Circuit Court of the United States, upon their cross bill filed in the suit aforesaid, and now pending upon appeal in the Supreme Court of the United States, or otherwise, and all rights of action included in said cause, and asserted by them therein, or otherwise, and all rents which have accrued under said lease or amended lease, and payable by said lessee or said guarantor. Wherefore and foreasmuch as the complainant and the cross com¬ plainant, William L. Scott, are without remedy at law, and cases of this kind are ordinarily cognizable in equity only, it is now here ordered, adjudged and decreed, that in case the said defendant, the Columbus, Chicago and Indiana Central Railway Company shall not pay or cause to be paid, and in case no one of the other defendants shall pay or cause to be paid, for which purpose leave is given to them and each of them to make the payments hereinabove required in behalf of said CORPORATE HISTORY. 677 railway company, within the time aforesaid, the said sum of money here¬ inabove directed to be paid for and on account of unpaid coupons or interest warrants and the interest thereon due and accruing upon said mortgage bonds secured by said mortgage to Roosevelt and Fosdick, trustees, that then and there upon the precipe of the solicitors of the complainants, or of said William L. Scott, an order of sale shall issue by the clerk of this court, under the seal thereof, to William P. Fish- back, master in chancery of the Circuit Court of the United States in and for the district of Indiana, directing him to proceed to sell the mort¬ gaged premises and property, rights, claims and interest hereinafter described, in the manner and upon the terms hereinafter directed, free and discharged from the equity of redemption of all parties to this case. The said premises and property so to be sold are the following: All and singular the entire railroad of the Columbus, Chicago and Indiana Central Railway Company, lying, being and extending from its terminus in the city of Chicago, in the state of Illinois, through the county of Cook in said state southward to the state of Indiana, and through the counties of Lake, Porter, Laporte, Starke, Pulaski, Cass, Howard, Tipton, Madison, Henry and Wayne, in Indiana, to the city of Richmond, in the state of Indiana, and thence eastward to the boundary line of the state of Ohio, and through the counties of Preble, Darke, Miami, Champaign, Union, Madison and Franklin, in the state of Ohio, to the city of Columbus, Ohio, and also extending from the city of Richmond aforesaid, westward through the counties of Wayne, Henry, Hancock and Marion to the city of Indianapolis, in the state of Indiana, and also extending from the main line aforesaid at a point in Miami county, Ohio, westward through the county of Darke, in Ohio, to the Indiana state line at Union City, and thence westward through the counties of Randolph, Jay, Blackford, Grant, Miami, Cass, White, Jasper and Newton, in Indiana, to the line of the state of Illinois, in the direction towards Peoria, altogether being in length of railway about five hundred and eighty-six and one-half miles, about four hundred and twenty-four and one-half miles thereof being in the state of Indiana, about one hun¬ dred and thirty-four and one-half miles thereof being in the state of Ohio, and about twenty-seven and one-half miles thereof being in the state of Illinois, with all its franchises, equipments, property, tolls, issues and profits, and all its lands, tenements, buildings, fixtures, machinery, goods and chattels connected with or used in the using or operating of said railway or appurtenant thereto, and all its rails, ties, fuel, fencing and erections, and all its rights of way and easements, and all cafs, engines, and tools, and all rents, reservations and reversions of every nature and kind whatever, including all the property between said terminal points which said railway company owned or possessed on the 20th day of February, one thousand eight hundred and sixty-eight, or has since acquired, either in law or in equity of every kind whatever, pertinent thereto, but not including or operating to include any lands, goods, chattels, property, machinery, equipments or other matters which said company then owned or has since acquired, not necessary for use for any purpose incident to the management or operation of said railway, 678 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. ft or of the repair thereof, or in the business of said railway company, nor any right of way, easement, franchises, power or corporate right to build a railway from Chicago to Galena, or to any other place westward of Chicago possessed and owned by the said railway or granted to them or to the Chicago and Great Eastern Railway Company, or to any per¬ sons or body corporate, of whom said railway company was the suc¬ cessor or assignee, on or before the 20th day of February, one thousand eight hundred and sixty-eight, but expressly including all right, title, interest, claim or demand, and all moneys, rents and property held and owned by, or recovered or to be recovered by, said Roosevelt and Fosdick, as receivers or trustees, by decree of the Circuit Court of the United States for the district of Indiana, upon their cross bill filed in the suit aforesaid, and now pending upon appeal in the Supreme Court of the United States, or otherwise, and all rights of action included in said cause, or asserted by them as receivers or trustees therein, or other¬ wise, and all rents which have accrued from the Pittsburgh, Cincinnati and St. Louis Railway Company, and all right to recover the same as against said company, or as against the Pennsylvania Railroad Company under and by virtue of the lease and amended lease aforesaid, together with the right, at the option of said purchaser, to elect to continue said lease in force as against said lessee, the Pittsburgh, Cincinnati and St. Louis Railway Company, and its guarantor, the Pennsylvania Railroad Company, or at the option of said purchaser, and with the consent of said lessee and guarantor, to disaffirm and annul the same; also including all estates, properties, rights, titles and interests which have become vested in and are now held by said Roosevelt and Fosdick, as receivers in this cause, or which shall be held by them at the time of said sale. And it is further ordered, adjudged and decreed, that said mortgaged premises shall be sold subject to the outstanding sectional mortgage bonds prior in lien to the said mortgage to said Roosevelt and Fosdick, amounting altogether to $5,343,000 and interest or thereabouts, and to all other, if any, paramount liens thereon, but free from the lien of said mortgage or deed of trust to said Roosevelt and Fosdick, and that noth¬ ing in this decree contained shall in any manner affect, prejudice, or preclude the holders of said paramount liens or any of them; but that this decree shall be without prejudice to the right of them and each of them. The property shall be sold as an entirety, at public auction, at the door of the court-house of the Circuit Court of the United States for the district of Indiana, in the city of Indianapolis, county of Marion, and state of Indiana, at such time as the commissioner hereinafter named shall appoint; but in case no bid be made he may adjourn the same from time to time, by public announcement of the said adjourned date, made at the time of such adjournment, and by reasonable notice by advertise¬ ment of such adjournment. Previous notice of the time, place and terms of sale shall be given by publication, beginning at least thirty days prior to the time of sale, and to be given at least twice in each week until the day of sale, in one newspaper to be selected by said commissioner, CORPORATE HISTORY. 679 published in each of the following cities, to wit: the cities of Chicago, Illinois; Indianapolis, Indiana; Columbus, Ohio; Cincinnati, Ohio; New York City, and Philadelphia, Pennsylvania, said sale shall be without relief from the valuation or appraisement laws of any of the states through which said railway runs, and without any right of redemption, and free from all equity of redemption of all and any parties to this suit. The commissioner making the sale shall receive no bid from any bidder who shall not first place in his hands or deposit with him as a pledge that he will make good his bid, in case of its acceptance, either one million dollars in money, or mortgage bonds of the issue aforesaid secured by the said mortgage to the said Roosevelt and Fosdick, to the amount of one million dollars, exclusive of any interest which may be due thereon, and no bid shall be received on said property, nor shall said property be sold for less than thirteen millions five hundred thou¬ sand dollars. As to so much of the purchase money as shall not be paid in cash for the purposes hereinafter mentioned, the purchaser or pur¬ chasers at said sale shall have the right to pay and satisfy his or their bid in whole or in part by paying over and surrendering mortgage bonds secured by said mortgage to Roosevelt and Fosdick, trustees, and over¬ due and unpaid coupons belonging thereto, at such price or valuation as may be equivalent to the distributive amount that the holders thereof would be entitled to receive, in case the entire amount of the bid were paid in cash; and as to so much of said purchase money as shall be needed in cash and which may be ordered to be paid by the purchaser for the payment of costs and expenses of this suit, and the suits in the Circuit Courts of the United States for the district of Indiana and southern district of Ohio, hereinafter mentioned, and all other sums or claims, that are or may be found or adjudged to be payable in money, out of the proceeds of sale, the same shall be payable in cash or by the surrender of the evidences of or proper receipts for such costs, expenses or sums or claims. Any party to this cause may bid and purchase at said sale. The cash fund to arise from said sale at the time of the delivery of the deed be deposited in the Gallatin National Bank, subject only to be drawn out upon the check of the master, made in pursuance of future orders of the Circuit Court of the United States for the district of Indiana, and the proceeds of said sale shall be applied by such orders as follows: First. To the payment of the costs and expenses of this suit, and to the payment of the costs and expenses of two other suits now pending and prosecuted by the said Roosevelt and Fosdick, trustees, with cross bills filed by the said William L. Scott, in the Circuit Courts of the United States for the district of Indiana, and for the southern district of Ohio, western division, respectively, and for the payment of accruing costs and all proper expenses of sale, and also the compensation herein¬ after allowed to the trustees and receivers and their counsel, and any allowances that may hereafter be ascertained and allowed by the court. Second. To the payment of the interest upon the said mortgage bonds secured by said mortgage to said Roosevelt and Fosdick up to the date of the delivery of the deed, including interest upon such of the coupons 680 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. for such interest as shall be past maturity from the date of such maturity up to the day of the delivery of the deed, and after payment in full thereof, the residue to the payment of the principal of said bonds, or if it be not sufficient therefor, then pro rata upon such principal. Third. The surplus, if any, to be paid into court subject to its further order. William P. Fishback, Esquire, master in chancery of the Circuit Court of the United States for the district of Indiana, is hereby appointed commissioner to make the sale hereby decreed and to convey the prop¬ erty to the purchaser, but such conveyance shall not be made until after decree of confirmation of said sale, and payment in full of the purchase price. A copy of the master’s report of said sale and notice of the application for the decree of confirmation thereof shall be given to the solicitors for Roosevelt and Fosdick and William L. Scott, respectively, at least ten days before the hearing thereof, or for such shorter time as said solicitors respectively may consent to accept. Inasmuch as it is shown to the court here that injury to all parties in interest would result from a sale of said property in parcels to different persons, and that it would be most beneficial to all parties interested to sell the property as an entirety as aforesaid, and inasmuch as it is further shown that concurrent proceedings for the foreclosure of said mortgage are pending in the Circuit Courts of the United States for the district of Indiana and for the southern district of Ohio, western division, therefore it is further Ordered, adjudged and decreed, that if at any time before making the sale hereinbefore decreed, a final decree of foreclosure and sale shall be rendered by said Circuit Courts of the United States for the district of Indiana and the southern district of Ohio, western division, or either of them, in the causes pending therein aforesaid, whereby the commis¬ sioner herein named shall be in like manner empowered to sell that portion of said mortgaged property situated within the states of Ohio and Indiana respectively, then and in such case the said commissioner so appointed by the said courts is empowered to advertise in the manner aforesaid all the rights and property mentioned in the mortgage hereby foreclosed, for sale as aforesaid as an entirety as aforesaid, with all the above described property and franchises appertaining and with the exceptions aforesaid, at the time and place according to the terms afore¬ said. In case a different commissioner to sell be appointed by said Circuit Courts of the United States for the district of Indiana and the southern district of Ohio, western division, or either of them, but with substantially concurrent powers, then and in such case the commissioner hereby appointed is empowered and directed to concur and co-operate with him in advertising and making the sale aforesaid. In case of such sale the mode and terms and conditions of payment and the application of proceeds of sale shall be the same as hereinabove prescribed, except as to the surplus aforesaid, which shall be paid into bank as aforesaid to be thereafter distributed under order of the Circuit Court for the district of Indiana, and in case of such sale said commis¬ sioner shall return as part of his report of sale to this court, a certified CORPORATE HISTORY. 681 copy of such decree or decrees either of said Circuit Court of the United States for the district of Indiana, or the southern district of Ohio, western division. It is considered, adjudged and decreed that the purchaser or pur¬ chasers of said mortgaged premises shall, in respect of said premises, be invested with, and shall hold, and possess, and enjoy the same and all the rights, privileges and franchises appertaining as fully and com¬ pletely as the said Columbus, Chicago and Indiana Central Railway Company, at the commencement of this original suit by Roosevelt and Fosdick, held, or now holds and enjoys or is entitled to hold and enjoy the same, but free from the liens now represented by any party to this cause. And further, that such purchaser or purchasers shall have and be entitled to hold, exercise and enjoy the privileges, franchises and bene¬ fits conferred by the laws of the state of Indiana upon the purchaser or purchasers of any railroad or its property, situated wholly or partly in said state, under any mortgage or mortgages, deed or deeds of trust by foreclosure or other judicial proceedings, and particularly to the privi¬ leges, franchises and benefits conferred upon such purchaser or pur¬ chasers by an act of the General Assembly of said state of Indiana, approved March 3, 1865, and entitled “ An act to authorize, regulate and confirm the sale of railroads, to enable purchasers of the same to form corporations, and to exercise corporate powers, and to define their rights, powers and privileges, and enable such corporations to purchase and construct connecting branch roads and to operate and maintain the same.” And it appearing that two hundred and eighty-eight of the bonds, with the coupons thereon, secured by said mortgage to said Roosevelt and Fosdick, have been deposited in the Circuit Court of the United States for the southern district of Ohio, eastern division, in a suit brought by William L. Scott against the Columbus, Chicago and Indiana Central Railway Company, it is ordered that said Scott, the owner of said judg¬ ment, may use said bonds and the coupons thereon in payment of any purchase at said sale, as if said bonds had not been so deposited, by delivering to the said commissioner, in duplicate, a receipt for said bonds, coupons, and judgment, and an order for the cancellation of said judgment, in lieu of actual delivery of said bonds and coupons, to the master, one of which receipts and orders said master shall forthwith file in said court where said judgment was recovered, as evidence of the payment thereof. And it is further ordered, adjudged and decreed that the said sale hereinbefore decreed to be made, and the conveyance after confirmation thereof executed and delivered by said commissioner in pursuance of this decree, shall be valid and effectual forever, and that thereby the defendants in these suits respectively and all persons claiming or to claim under them or any of them subsequent to the original suit of Roosevelt and Fosdick. as purchasers, incumbrancers, or otherwise howsoever, shall be and hereby are forever barred and foreclosed of and from all right, estate and interest, claim, lien and equity of redemp¬ tion of, in, or to the premises, property, rights, and interests so sold and every or any part thereof. 682 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. The decree of the United States Circuit Court for the northern dis¬ trict of Indiana, entered November 16, 1882, is the same in words, figures and substance as the decree of the United States Court for the northern district of Illinois. DECREE OE SAFE By the United States Circuit Court for the Southern District of Ohio. Entered November 23, 1882. James A. Roosevelt and William R. Fosdick vs. the Columbus, Chicago and Indiana Central Railway Company, Frederick R. Fowler! Ai chibald Parkhurst, and John B. Thompson. Pending on original, amended and supplemental bills. William L. Scott vs. James A. Roose¬ velt and William R. Fosdick, Frederick R. Fowler, Archibald Park¬ hurst, Jr., John B. Thompson, and the Columbus, Chicago and Indiana Central Railway Company. Pending on cross bill. These causes now came on to be heard upon the original, amended and supplemental bills of complaint of James A. Roosevelt and William R. Fosdick, and upon the cross bill of complaint of William L. Scott, the answer thereto of James A. Roosevelt and William R. Fosdick, and the replication to said answer filed by William L. Scott, and upon the exhibits filed with said original, amended, supplemental and cross bills respectively, and upon the evidence. Whereupon it is made to appear to the court that said parties defendant have all been duly served with process, or properly notified according to law, and that the said original, amended, supplemental and cross bills have been duly taken pro confesso at a prior term of this court against all the defendants, except as against the said James A. Roosevelt and William R. Fosdick. answering to said cross bill of William L. Scott. And it is further made to appear that Joseph T. Thomas, formerly acting as co-trustee with Frederick R. Fowler, before the filing of the cross bill of said William F. Scott, and before the filing of the second supplemental bill by said James A. Roosevelt and William R. Fosdick, duly resigned his office as trustee, and has not since acted as such, and has not therefore been made a defendant to this case. And it is further made to appear that the Columbus, Chicago and Indiana Central Railway is, and since the year 1868 has been, a con¬ tinuous line of railway owned and operated as an entirety and described as hereinafter stated, and that contemporaneously with the commence¬ ment and prosecution of this suit, like suits have been brought and are now pending upon original, amended and supplemental bills, by the said James A. Roosevelt and William R. Fosdick, and upon cross bills, by the said W illiam L. Scott, against the same defendants respectively herein¬ above named, in the Circuit Courts of the United States, for the district of Indiana, and for the northern district of Illinois, respectively, in which several bills the same averments are made, and the same relief is prayed for, as are averred, and is prayed for in the original, amended and sup¬ plemental and cross bills filed in this case. CORPORATE HISTORY. 683 And it is further made to appear to the court that heretofore, to wit, on the 15th and 16th days of November, in the year 1882, by the judg¬ ment and consideration of the said Circuit Courts of the United States within and for the northern district of Illinois and the district of Indiana, in the said suits therein pending, brought by the said James A. Roosevelt and William R. Fosdick, and by the said William L. Scott respectively, there was made, entered and enrolled in the records of said courts, and there are now in full force therein, decrees, in words, figures and sub¬ stance like unto each other, save and except in the name of the court wherein the same is rendered, of which the following is a true copy, that is to say, of the decree so entered by the said Circuit Court in the northern district of Illinois: (Here follows a copy of the decree of the United States Circuit Court for the northern district of Illinois. See pages 665 to 681.) And it further now appears to the court, that part of the mortgaged premises so ordered by the said decrees of the Circuit Courts of the United States for the northern district of Illinois and the district of Indiana, to be sold, is within the southern district of Ohio, and that all the findings of said decrees so made, enrolled and entered in the said Circuit Courts of the United States for the northern district of Illinois and for the district of Indiana are true, and especially that the said Columbus, Chicago and Indiana Central Railway Company made, executed and delivered the mortgage or deed of trust in said decrees described to James A. Roosevelt and William R. Fosdick, and sold or disposed of the bonds secured by the said mortgage or deed of trust to the extent stated in said decrees, and that there are now outstanding bonds secured by said mortgage or deed of trust to the principal sum of ten millions four hundred and seventy-eight thousand dollars, upon which interest has accrued and was in default on the thirteenth day of November, 1882, in the sum of four millions eight hundred and thirty-four thousand two hundred and thirty dollars and twenty-eight cents, and that, by reason of the non-payment of said interest, the said Columbus, Chicago and Indiana Central Railway Company has forfeited its estate at law, and the said mortgaged premises are liable to be sold, in equity, for the payment of said debt, and that, for that purpose, said decrees have been made by the said Circuit Courts of the United States for the district of Indiana and the northern district of Illinois. Now, therefore, for the purpose of giving full relief in the premises, and to carry said decrees into full and complete execution so far as the mortgaged property within the southern district of Ohio is concerned, it is, by the court here, adjudged and decreed, that, unless, within ten days from the entry of this decree, the said the Columbus, Chicago and Indiana Central Railway Company, or some one for them (for which purpose leave is given to the defendants, respectively, to make the pay¬ ment aforesaid), shall pay to the said James A. Roosevelt and William R. Fosdick, trustees, for the use and benefit of the coupon holders afore¬ said secured by said mortgage, in the manner provided and prescribed in the decree aforesaid, namely, by payment into the Gallatin National Bank of the city of New York, to their credit, to be withdrawn only 684 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. upon orders of court as aforesaid, the said sum of four millions eight hundred and thirty-four thousand two hundred and thirty 28-100 dollars, with interest at the rate of six per cent, per annum, from November 13, 1882, being the amount of overdue and unpaid interest on that date due as aforesaid upon said bonds, together with all the costs and charges in¬ curred in this behalf by the said complainants, Roosevelt and Fosdick, that thereupon, upon the precipe of the solicitors for the complainants, or of the said William L. Scott, an order of sale issue under the seal of this court, attested by the clerk thereof, directed to Jacob D. Cox, Esq., who is now for that purpose appointed special master commissioner in chancery of this court, for the execution of this decree, commanding him to execute this decree in conjunction with said Fishback, who has been appointed by said decrees entered in the Circuit Courts of the United States for the district of Indiana and the northern district of Illinois as aforesaid, as follows: that they sell at public auction as herein provided to the highest bidder, all and singular the entire railroad of the Columbus, Chicago and Indiana Central Railway Company, lying, being and extending from its terminus in the city of Chicago, in the state of Illinois, through the county of Cook in said state southward to the state of Indiana, and through the counties of Lake, Porter, Laporte, Starke, Pulaski, Cass, Howard, Tipton, Madison, Henry and Wayne, in Indiana, to the city of Richmond, in the state of Indiana, and thence eastward to the boundary line of the state of Ohio, and through the counties of Preble, Darke, Miami, Champaign, Union, Madison and Franklin, in the state of Ohio, to the city of Columbus, Ohio, and also extending from the city of Richmond aforesaid westward through the counties of Wayne, Henry, Hancock and Marion to the city of In¬ dianapolis, in the state of Indiana, and also extending from the main line aforesaid at a point in Miami county, Ohio, westward through the county of Darke, in Ohio, to the Indiana state line at Union City; and thence westward through the counties of Randolph, Jay, Blackford, Grant, Miami, Cass, White, Jasper and Newton, in Indiana, to the line of the state of Illinois, in the direction towards Peoria, altogether being in length of railway about five hundred and eighty-six and one-half miles, about four hundred and twenty-four and one-half miles thereof being in the state of Indiana, about one hundred and thirty-four and one-half miles thereof being in the state of Ohio, and about twenty- seven and one-half miles thereof being in the state of Illinois, with all its franchises, equipments, property, tolls, issues and profits, and all its lands, tenements, buildings, fixtures, machinery, goods and chattels, connected with or used in the using or operating of said railway, or appurtenant thereto, and all its rails, ties, fuel, fencing and erections, and all its rights of way and easements, and all cars, engines and tools, and all rents, reservations and reversions of every nature and kind whatever, including all the property between said terminal points which said railway company owned or possessed on the 20th day of February, one thousand eight hundred and sixty-eight, or has since acquired, either in law or in equity of every kind whatever, pertinent thereto, but not including or operating to include any lands, goods, chattels, property, CORPORATE HISTORY. 685 machinery, equipments, or other matters which said company then owned or has since acquired, not necessary for use for any purpose incident to the management or operation of said railway, or of the repair thereof, or in the business of said railway company, nor any right of way, easement, franchises, power or corporate right to build a railway from Chicago to Galena, or to any other place westward of Chicago possessed and owned by the said railway or granted to them or to the Chicago and Great Eastern Railway Company, or to any persons or body corporate, of whom said railway company was the successor or assignee, on or before the 20th day of February, one thousand eight hun¬ dred and sixty-eight, but expressly including all right, title, interest, claim or demand, and all moneys, rents and property held and owned by, or recovered or to be recovered by said Roosevelt and Fosdick, as receivers or trustees, by decree of the Circuit Court of the United States for the district of Indiana, upon their cross bill filed in the suit aforesaid, and now pending upon appeal in the Supreme Court of the United States, or otherwise, and all rights of action included in said cause, or asserted by them as receivers or trustees therein, or otherwise, and all rents which have accrued from the Pittsburgh, Cincinnati and St. Louis Railway Company, and all right to recover the same as against said company and as against the Pennsylvania Railroad Company under and by virtue of the lease and amended lease aforesaid, together with the right, at the option of said purchaser, to elect to continue said lease in force as against said lessee, the Pittsburgh, Cincinnati and St. Louis Railway Company, and its guarantor, the Pennsylvania Railroad Com¬ pany, or at the option of said purchaser, and with the consent of said lessee and guarantor, to disaffirm and annul the same, also including all •estates, properties, rights, titles and interests which have become vested in and are now held by said Roosevelt and Fosdick, as receivers in this cause, or which shall be held by them at the time of said sale. And the said commissioners, in making said sale, shall offer the same as an entirety, the court, however, reserving the right, in case of the failure to sell the same as an entirety, hereafter to cause the same to be subdivided and sold in parcels, and the same shall be sold subject to the outstanding sectional mortgage bonds prior in lien to the said mortgage to the said Roosevelt and Fosdick, amounting altogether to five millions three hundred and sixty-three thousand dollars and interest, or thereabouts, and to all other paramount liens thereon, if any, but free from the lien of said mortgage or deed of trust to said Roosevelt and Fosdick, and nothing in this decree contained shall in any manner affect, prejudice or preclude the holders of said paramount liens or any of them, but this decree shall be without prejudice to the rights of them and each of them. The property shall be sold as an entirety at public auction at the door of the court house of the Circuit Court of the United States for the district of Indiana, in the city of Indianapolis, county of Marion, and state of Indiana, at such time as the said com¬ missioners shall appoint; but in case no bid be made they may adjourn the same from time to time by public announcement of said adjourn¬ ment, made at the time of said adjournment, and by reasonable notice by advertisement of such adjournment. No bid shall be received by the 686 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. said commissioners from any bidder who shall not first place in their hands or deposit with them, as a pledge that they will make good their bid in case of its acceptance, either one million dollars in money, or moitgage bonds of the issue aforesaid secured by the said mortgage to- the said Roosevelt and Fosdick for the amount of one million dollars, exclusive of any interest which may be due thereon; and no bid shall be received on said property, nor shall said property be sold for less than thirteen millions five hundred thousand dollars. Said sale shall 1 be made at the time mentioned in the said notice and upon the terms and subject to the conditions prescribed in the said decrees of the Circuit Courts of the United States for the northern district of Illinois and the district of Indiana, as hereinabove recited. The proceeds of sale shall be paid and distributed in the Circuit Court of the United States for the district of Indiana as by said decrees- of saio couits has been provided, and a certified copy of the order of said court in the premises making distribution of such proceeds shall be filed in this court by said commissioner. But it is expressly ordered that the surplus proceeds of said sSie, if any, after paying all costs of this suit and of said suits in the Circuit Courts of the United States for the northern district of Illinois and the district of. Indiana, and of said complainant, and all debts of the re- cei\ ers and all claims allowed by either of said courts as paramount liens against the said property entitled to payment out of such fund, and the amount payable for principal and interest of said bonds, secured by said mortgage to said Roosevelt and Fosdick, shall be retained by said commissioners subject to the further order of this court and of said Circuit Couits of the United States for the districts of Indiana and of northern Illinois. And the said special master commissioner is ordered to report his proceedings in the premises to this court for its approval. The purchase money shall be paid as the court may order in not less than sixty days after the confirmation of sale. A copy of the commissioner’s report of sale and notice of the application for the decree of confirmation shall be given to the solicitors for Roosevelt and Fosdick and William L. Scott respectively, at least ten days before the hearing of said motion, or for such shorter time as said solicitors respectively may consent to accept; and no conie^ance shall be made of said premises until after the decree of confirmation of said sale shall have been entered in all of said courts and payment has been made in full to said commissioners of the pur¬ chase price. xt is consideied, adjudged and decreed, that the purchaser or pur¬ chasers of said mortgaged premises and property shall, in respect of said premises, be iniested with and shall hold and possess and enjoy the same, and all the rights, privileges and franchises appertaining thereto, as fully and completely as the said Columbus, Chicago and Indiana Central Railway Company at the commencement of the original suit by Roosevelt and Fosdick held, or now holds and enjoys, or is- entitled to hold and enjoy the same, but free from the liens now rep¬ resented by any party to this case. And it further appearing to the court that two hundred and eighty- CORPORATE HISTORY. 68/ eight bonds, with the coupons thereon, secured by said mortgage to said Roosevelt and Fosdick, have been deposited in the Circuit Court of the United States for the southern district of Ohio, eastern division, in a suit brought by William L. Scott versus the Columbus, Chicago and Indiana Central Railway Company, it is ordered that said Scott, the owner of said judgment, may use said bonds and coupons thereon in payment of any purchase at said sale, as if said bonds had not been so deposited, by delivering to the said commissioner, in duplicate, a receipt for said bonds, coupons and judgment, and an order for the cancellation of said judgment in lieu of actual delivery of said bonds and coupons to the master, one of which receipts and orders said master shall forthwith file in said court, where said judgment was recovered as evidence of the payment thereof. And it is further found by the court that William L. Scott is the owner of the property, and entitled to the rights found and decreed in his favor, by the decrees of the Circuit Courts of the United States for the northern district of Illinois and the district of Indiana hereinabove copied, but that no necessity exists, at this time, to pass upon or adjudge the rights of said Scott in the premises further than as the same has been found in said decrees. It is therefore ordered and adjudged that this decree be entered, without prejudice to the rights of said Scott, as against said several defendants to his cross bill, and to the rights of said defendants to said cross bill as against said Scott, further or other than as decreed by said decrees hereinabove copied, or hereby, and the same are reserved for further consideration of this court. And it is further ordered, that in case the said sum of money herein¬ above found due for accrued interest, be paid by said Columbus, Chicago and Indiana Central- Railway Company, or some other for them, then that the said Scott may apply to this court for a decree upon his cross bill for the sale of said mortgaged premises and property for non-pay¬ ment of the principal of the bonds notwithstanding anything found in this decree to the contrary thereof. And it is further ordered, adjudged and decreed, that the sale herein¬ before decreed to be made, and the conveyance, after confirmation thereof, executed and delivered by said commissioner, in pursuance of this decree, shall be valid and effectual forever, and that thereby the defendants in those suits respectively and all persons claiming or to claim under them, or any of them, subsequent to this original suit of Roose¬ velt and Fosdick as purchasers, encumbrancers or otherwise howsoever, shall be, and hereby are, forever barred and foreclosed of and from all right, estate and interest, claim, lien and equity of redemption of, in or to the premises, property, rights and interests so sold, and from any part thereof. DECREE OF CONFIRMATION OF SALE By the United States Circuit Court for the Northern District of Illinois. Entered January 30, 1883. Circuit Court of the United States, northern district of Illinois, Tues¬ day, January 30, 1883. Hon. Thomas Drummond, judge. James A. 688 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Roosevelt and William R. Fosdick vs. the Columbus, Chicago and Indiana Central Railway Company, Frederick R. Fowler, Archibald Parkhurst and John B. Thompson. Pending on original, amended and supplemental bills. William L. Scott vs. James A. Roosevelt and Wil¬ liam R. Fosdick, Frederick R. Fowler, Archibald Parkhurst, Jr., John B. Thompson, and the Columbus, Chicago and Indiana Central Railway Company. Pending on Cross Bill. These causes now came on further to be heard upon the report made and filed herein by William P. Fishback, master in chancery of the Circuit Court of the United States for the district of Indiana, and Jacob D. Cox, commissioner heretofore appointed to execute the decree of sale in this case, conjointly with the said Fishback, by decree of the Circuit Court of the United States for the southern district of Ohio; and it ap¬ pearing to this court that the notices of the application to confirm sale, with copies of the report thereof, have been given to the several solicitors as thereby required, and that the premises, property, rights and fran¬ chises heretofore owned and possessed by the Columbus, Chicago and Indiana Central Railway Company, and ordered to be sold by the said Fishback and the said Cox as an entirety, by decree of this court, and also by concurrent decrees of the Circuit Courts of the United States for the district of Indiana, and for the southern district of Ohio, and more particularly enumerated and specified in the decrees for such sale heretofore made and entered in said courts, have been sold as an entirety, pursuant to the said order and decree by said master in chancery, Fish¬ back, and said commissioner, Cox, for the sum of thirteen millions five hundred thousand dollars, to William L. Scott, Charles J. Osborn and John S. Kennedy, and that the sum of thirteen millions five hundred thousand dollars was the highest and best bid for such property, and is the minimum price provided in said former decree of this court, and that before making said bid, said purchasers, Scott, Osborn and Ken¬ nedy, had deposited as a pledge that they would make good their bid with said master in chancery, Fishback, and commissioner Cox, seven hundred and twelve bonds with all the unpaid coupons thereto attached, from and including the coupon which matured on the first day of April, 1875, and also, in duplicate, receipt in full payment of the bonds, coupons and judgment next hereinafter described, and an order for the cancel¬ lation of the judgment on said bonds and coupons heretofore recovered by the said William L. Scott in the Circuit Court of the United States for the southern district of Ohio, eastern division, described in the former orders of this court, wherein he recovered judgment against said Columbus, Chicago and Indiana Central Railway Company, upon and for the amount of two hundred and eighty-eight of said bonds and the coupons thereto attached. And it further appearing to this court that all the proceedings of said Master in Chancery Fishback and Commissioner Cox, in the advertise¬ ment and sale of said property, are regular and conformable to law, and to the former decree of this court in all respects, it is now here ordered, adjudged and decreed, that the said sale be and the same is hereby confirmed, and the proceedings of the said master in chancery CORPORATE HISTORY. 689 and the said commissioner, in this regard, are hereby approved and confirmed. And it is now further ordered, adjudged and decreed, that upon com¬ pliance by the said purchasers, within sixty days from the entry of this decree, with the former decrees of this court in the premises, by the payment for said property of the residue of the purchase money, being thirteen millions five hundred thousand dollars, less the amount of said 712 bonds and coupons and the 288 bonds and coupons included in said judgment, in the manner prescribed in said decree, and to be distributed as therein provided, and in the manner further prescribed in detail by the decree of confirmation entered in the Circuit Court of the United States for the district of Indiana, the said William P. Fishback, master in chancery, and the said Jacob D. Cox, commissioner as aforesaid, shall by deed duly executed, if approved and so directed, as provided in the said decree entered in the Circuit Court for the district of Indiana, convey in fee simple to the said William L. Scott, Charles J. Osborn and John S. Kennedy, all and singular the premises and property, rights and franchises heretofore described in the former order of this court, and by this court therein ordered to be sold. And upon the execution and delivery of the said deed all parties to this case, and the receivers heretofore appointed herein are directed and required to deliver possession of the premises and property, rights and franchises, so sold as aforesaid to the said purchasers or their assigns, and forthwith after said execution and delivery of said deed, said receivers shall file their final report of their dealings to that date in the Circuit Court of the United States for the district of Indiana, where the same shall be finally disposed of. And as to the claim of the heirs of William B. Skidmore, pending on petition in this court, it is ordered that this decree be without prejudice to their rights, and that the said purchasers take their title to said prop¬ erty so to be conveyed, subject to whatever, if any, rights said heirs of Skidmore have as against said Roosevelt and Fosdick, and the holders of the bonds and coupons secured by the mortgage to them, and that said purchasers shall succeed to and take as against said heirs of Skidmore all the rights which said Roosevelt and Fosdick and said bond and coupon holders might have asserted notwithstanding any decree of this court. DECREE OF CONFIRMATION OF SALE By the United States Circuit Court for the Southern District of Ohio. Entered January 31, 1883. At a stated term of the Circuit Court of the United States within and for the sixth judicial circuit and western division of the southern district of Ohio, begun and held at the court-rooms in the city of Cincinnati, on the first Tuesday of October, being the third day of that month, in the year of our Lord one thousand eight hundred and eighty-two, and in 44 690 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the one hundred and seventh year of the Independence of the United States of America. Present, the Honorable John Baxter, circuit judge. Among the proceedings had were the following, to wit: Wednesday, January 31, 1883. James A. Roosevelt and William R. Fosdick vs. the Columbus, Chicago and Indiana Central Railway Company, Frederick R. Fowler, Archibald Parkhurst and John B. Thompson. Pending on original, amended and supplemental bills. William L. Scott vs. James A. Roose¬ velt and William R. Fosdick, Frederick R. Fowler, Archibald Parkhurst, Jr., John B. Thompson, and the Columbus, Chicago and Indiana Central Railway Company. Pending on cross bill. These causes now came on further to be heard upon the report made and filed herein by William P. Fishback, master in chancery of the Circuit Court of the United States for the district of Indiana, and Jacob D. Cox, commissioner, heretofore appointed to execute the decree of sale in this case conjointly with the said Fishback, by decree of this court, and it appearing to this court that the notices of the application to confirm sale, with copies of the report thereof, have been given to the several solicitors, as thereby required, and that the premises and property, rights and franchises, heretofore owned and possessed by the Columbus, Chicago and Indiana Central Railway Company, and ordered to be sold by the said Fishback and the said Cox, as an entirety, by decree of this court, also by concurrent decrees of the Circuit Courts of the United States for the district of Indiana and for the northern district of Illinois, and more particularly enumerated and specified in the decree for such sale heretofore made and entered in this court, were sold as an entirety pursuant to the said order and decree by said Master in Chancery Fishback and by said Commissioner Cox, for the sum of thirteen million five hundred thousand dollars, to William L. Scott, Charles J. Osborn and John S. Kennedy, and that the said sum of thirteen million five hundred thousand dollars was the highest and best bid for said property, and is the minimum price provided in said former decree of this court, and that before making said bid said purchasers, Scott, Osborn and Kennedy, had deposited, as a pledge that they would make good their bid with said Master in Chancery Fishback and Com¬ missioner Cox, seven hundred and twelve bonds, with all the unpaid coupons thereto attached from and including the coupon which matured on the first day of April, 1875, and also, in duplicate, a receipt in full payment of the bonds, coupons and judgment next hereinafter described, and an order for the cancellation of the judgment on said bonds and coupons heretofore recovered by the said William L. Scott in the Circuit Court of the United States for the southern district of Ohio, eastern division, described in the former orders of this court, wherein he re¬ covered judgment against said Columbus, Chicago and Indiana Central Railway Company upon and for the amount of two hundred and eighty- eight of said bonds, and the coupons thereto attached. And it further appearing to this court that all the proceedings of said Master in Chancery Fishback and Commissioner Cox, in the advertise- CORPORATE HISTORY. 69I ment and sale of said property, are regular and conformable to law and to the former decree of this court in all respects, it is now here ordered, adjudged and decreed that the said sale be and the same is hereby con¬ firmed, and the proceedings of the said master in chancery and the said commissioner in this regard are hereby approved. And it is now further ordered, adjudged and decreed, that upon com¬ pliance by the said purchasers, within sixty days from the time of the entry of this decree, with the former decrees of this court in the premises, by the payment for said property of the residue of the purchase money, being thirteen million five hundred thousand dollars, less the amount of said 712 bonds and coupons and the 288 bonds and coupons included in said judgment in the manner prescribed in said decree, and to be dis¬ tributed as therein provided, and in the manner further prescribed in detail by the decree of confirmation entered in the Circuit Court .of the United States for the district of Indiana, the said William P. Fishback, master in chancery, and the said Jacob D. Cox, commissioner, as afore¬ said, shall, by deed duly executed, if approved and so directed as pro¬ vided in the said decree entered in the Circuit Court for the district of Indiana, convey in fee simple to the said William L. Scott, Charles J. Osborn and John S. Kennedy, all and singular the premises and property, rights and franchises, heretofore described in the former orders of this court, and by this court therein ordered to be sold. And upon the execution of the said deed all parties to this case, and the receivers heretofore appointed herein, are directed and required to deliver possession of the premises and property, rights and franchises, so sold as aforesaid, to the said purchasers or their assigns, and forth¬ with, after said execution and delivery of said deed, said receivers shall file their final report of their dealings to that date in the Circuit Court of the United States for the district of Indiana, where the sam£ shall be finally disposed of. DECREE OF CONFIRMATION OF SALE By the United States Circuit Court for the District of Indiana. Entered January 30, 1883. In the Circuit Court of the United States, district of Indiana, Novem¬ ber term, 1882. Tuesday, January 30, A. D. 1883. Before Honorables Thomas Drummond and Walter Q. Gresham, judges. James A. Roose¬ velt and William R. Fosdick vs. the Columbus, Chicago and In¬ diana Central Railway Company, Frederick R. Fowler, Archibald Park- hurst and John B. Thompson. Chancery. Pending on original, amended and supplemental bills. William L. Scott vs. James A. Roosevelt and William R. Fosdick, Frederick R. Fowler, Archibald Parkhurst, Jr., John B. Thompson, and the Columbus, Chicago and Indiana Central Railway Company. Pending on cross bill. These causes now came on further to be heard upon the report made and filed herein by William P. Fishback, master in chancery of the Circuit Court of the United States for the district of Indiana, and Jacob D. Cox, 692 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. commissioner heretofore appointed to execute the decree of sale in this case, conjointly with the said Fishback, by decree of the Circuit Court of the United States for the southern district of Ohio; and it appearing to this court that the notices have been given, as required by the former decree, of the application to confirm sale, with copies of the report of sale, to the several solicitors as thereby required, and that the premises, property, rights and franchises heretofore owned and possessed by the Columbus, Chicago and Indiana Central Railway Company, and ordered to be sold by the said Fishback and the said Cox as an entirety, by de¬ cree of this court, and also by concurrent decrees of the Circuit Courts of the United States for the northern district of Illinois, and for the southern district of Ohio, western division, and more particularly enu¬ merated and specified in the decrees for such sale, heretofore made and entered in said courts have been sold as an entirety pursuant to the said orders and decrees, by said Master in Chancery Fishback and said Commissioner Cox, for the sum of thirteen millions five hundred thousand dollars, to William L. Scott, Charles J. Osborn, and John S. Kennedy, and that the sum of thirteen millions five hundred thousand dollars was the highest and best bid for such property, and is the minimum price provided in said former decree of this court, and that before making said bid said purchasers, Scott, Osborn and Kennedy, had de¬ posited as a pledge that they would make good their bid with said Master in Chancery Fishback and Commissioner Cox, seven hundred and twelve bonds with all the unpaid coupons thereto attached, from and including the coupon which matured on the first day of April, 1875, and also in duplicate, a receipt in full payment of the bonds, coupons and judgment next hereinafter described, and an order for the cancella¬ tion of the judgment on said bonds and coupons heretofore recovered by the said William L. Scott in the Circuit Court of the United States for the southern district of Ohio, eastern division, described in the former orders of this court, wherein he recovered judgment against said Columbus, Chicago and Indiana Central Railway Company, upon and for the amount of two hundred and eighty-eight of said bonds and coupons thereto attached. And it further appearing to this court that all the proceedings of said Master in Chancery Fishback and Commissioner Cox, in the advertisement and sale of said property, are regular and conformable to law and to the former decree of this court in all respects, it is now here ordered, adjudged and decreed that the said sale be and the same is hereby confirmed, and the proceedings of the said master in chancery and the said commissioner, in this regard, are hereby approved. And it is now further ordered, adjudged and decreed, that upon payment by the said purchasers, within sixty days from the entry of this decree, for said property, of the residue of the said purchase money, being thirteen millions five hundred thousand dollars, less the amount of said 712 bonds and coupons thereto attached and the 288 bonds and coupons included in said judgment, in the manner prescribed in said decree, and to be distributed as therein provided, the said William P. Fishback, master in chancery, and the said Jacob D. Cox, commissioner, as CORPORATE HISTORY. 693 aforesaid, having first reported the same to this court, together with a form of deed, shall, if so directed by this court, convey to the said William L. Scott, Charles J. Osborn and John S. Kennedy, by deed approved by this court, in fee simple, all and singular the premises and property, rights and franchises, heretofore described in the former order of this court, and by this court therein ordered to be sold. And upon the execution and delivery of the said deed, all parties to this case, and the receivers heretofore appointed herein, are directed and required to deliver possession of the premises and property, rights and franchises, so sold as aforesaid, to the said purchasers, or their assigns, and forthwith, after the execution and delivery of said deed, said receivers shall file their final report herein; and William P. Fish- back, master in chancery, having filed his report as to the claims pend¬ ing and preferred against the several parties to said causes, the court further proceeding to find how much of said purchase money it is necessary to reserve for distribution in addition to the payment of the costs and expenses of this suit, and the payment of the costs and expenses of the two suits pending in the Circuit Courts of the United States for the northern district of Illinois and for the southern district of Ohio, western division, respectively, and the payment of accruing costs and all proper expenses of sale, and the payment of compensation for their services in this behalf rendered by the said Fishback and Cox, which compensation is fixed, no objections thereto being made, at the total sum of ten thousand dollars, to be divided between them as they may agree, which compensation thus allowed is inclusive of all services to the date of this decree, rendered by said master and commissioner, jointly and separately, and of all services to this date of said master in connection with any and all of said causes, and also all services to be rendered by them, or either of them, in executing and delivering the deed to said purchasers, and in receiving the purchase money, and reporting the payment and manner thereof to the court herein. It is further ordered, that before making any distribution of the pur¬ chase money of said premises to the bonds and coupons secured by the mortgage to said Roosevelt and Fosdick, the said William P. Fishback, master in chancery, shall collect and receive in cash from said pur¬ chasers, by deposit thereof to the credit of this court, in the Gallatin National Bank of New York City, subject only to be drawn out by check or checks to be made in pursuance of orders of this court, the total sum of one hundred and twenty-two thousand three hundred and fifty-seven 29-100 dollars, which sum is hereby found by this court to be sufficient to meet all sums or claims which may be adjudged payable in money, in advance of any distribution to any holder or holders of bonds or coupons, out of the proceeds of sale, including the items above specified; and, after making said deposit, there shall be distributed and paid all the residue of said purchase money, including the seven hundred and twelve bonds and coupons deposited with said master and com¬ missioner on the day of sale, and the two hundred and eighty-eight bonds and coupons upon which judgment was recovered in the United States Circuit Court for the southern district of Ohio, eastern division, 694 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. as in the report of sale stated, to and among the holders of the bonds and coupons, secured by the said mortgage to Roosevelt and Fosdick, as follows: First. In full discharge and payment of the coupons matured and not paid at the date of the delivery of such deed, including interest on said coupons from their several dates of maturity, at the rate of seven per cent, per annum, up to and until the date of delivery of said deed, and the residue of said purchase money, pro rata to and among the holders of the ten thousand four hundred and seventy-eight bonds now outstand¬ ing, secured by the said mortgage to the said Roosevelt and Fosdick, allowing to each of said bonds an equal proportion or share thereof, and receiving from said purchasers in lieu of cash, bonds and coupons of the said issue, which they may present in payment for said purchase, including said 712 and 288 bonds and the coupons thereon, at the rates or valuations which upon the foregoing principles would have been dis¬ tributable to them as holders of said bonds and coupons were the whole purchase price payable in cash. The bonds and coupons aforesaid not presented by said purchasers shall be paid and discharged as follows: the proportion of said purchase money distributable to them shall be certified to the Gallatin National Bank of the city of New York, which is hereby constituted a special depositary of this court for that purpose, by said master, and paid into said bank by said purchasers, to the credit of said William P. Fishback, master in chancery, who shall forthwith give notice by publication in one or more daily newspapers in the city of New York, to the holders of said bonds and coupons to present the same for payment, and said master shall, out of the moneys so deposited, make distribution to each of said holders, of his equal and proper pro rata share thereof as ascertained as aforesaid by the decrees of this court, first, however, deducting and reserving therefrom as a fund to cover the expenses of such advertising and distribution, at the rate of one and one-half per cent, of each sum distributed. And said master in chancery shall from time to time report to this court his actings and doings in the premises. And it is further ordered, that in case of the payment by said pur¬ chasers of any of the sums of money allowed and ordered to be paid by this decree, exclusive of bonds and coupons secured by the mortgage to said Roosevelt and Fosdick, said master shall accept a proper voucher or receipt thereof, with evidence of such payment, from said purchasers, in lieu of so much money, as part of the purchase price of said premises payable by them. And it is further ordered, that if before or at the payment of said purchase money it be made to appear to the master that any of the claims enumerated in his report, to provide for which it has been ordered that said deposit be made in the Gallatin National Bank, to the credit of this court, have been before that time paid, compromised, settled or released, then to that extent the amount of such deposit shall be decreased, and the proportion of said purchase money distributable to the said bonds and coupons shall be increased. And as to the claims of the heirs of William B. Skidmore, pending CORPORATE HISTORY. 69s in the Circuit Court for the northern district of Illinois, it is ordered that this decree be without prejudice to their rights, and that the said purchasers take title to the property to be conveyed as aforesaid, subject to whatever, if any, rights said heirs of Skidmore have as against said Roosevelt and Fosdick, and the holders of the bonds and coupons secured by the mortgage to them, and that said purchasers shall succeed to and take as against said heirs of Skidmore, all the rights said Roose¬ velt and Fosdick, and said bond and coupon-holders, might have as¬ serted notwithstanding any decree of this court. And as to the distribution of the fund so ordered to be deposited in the Gallatin National Bank to the credit of this court, it is ordered that the same be made from time to time by check of the clerk of this court, to be drawn whenever this court or the Circuit Court for the northern district of Illinois shall make an order for the payment of any of said claims for which said fund is reserved. And out of said fund, when so deposited, it is now ordered that there be paid in manner aforesaid the costs and expenses of this suit and of the said suits in the Circuit Courts for the northern district of Illinois and southern district of Ohio, and the costs and expenses of said sale and the compensation aforesaid to said master and commissioner. And said master in chancery shall seasonably report his actings and doings in the premises and under this decree, and is authorized to make like reports to the other courts hereinabove named. The said master in receiving the said payment of said purchase money and distributing to said bondholders, shall effectually cancel the bonds and coupons which shall come into his possession, so as to prevent their subsequent negotiation, and shall deliver the same so cancelled to said purchasers for safe keeping. The following schedule shows the amounts allowed by this decree, and the amounts so far as known and ascertained, reserved for future dis¬ tribution, embraced in the said sum of to be deposited in the Gallatin National Bank. 1. Cost bill, Illinois Circuit Court.$ 2. Cost bill, Ohio Circuit Court . 3. Cost bill, Indiana Circuit Court . 4. Advertising sale, Chicago Inter-Ocean . 5. Advertising sale, Cincinnati News. 6. Advertising sale, Columbus Times . 7. Advertising sale, Indianapolis Times . 8. Advertising sale, New York Evening Post. 9. Advertising sale, Philadelphia Times. 10. Allowance to master and commissioner . 11. Estimate for services of Henry W. Bishop, master, ren¬ dered and to be rendered . 12. Right of way claims pending or allowed as follows: In Illinois— Patrick Mohan, allowed . D. W. Collins, allowed . George W. Lay, pending claimed . Carter H. Harrison, pending, claimed . 297.66 356.00 986.57 316.16 210.50 163.70 175.00 221.90 327.80 10,000.00 300.00 2,892.00 3,445-00 28,000.00 30,000.00 6g6 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. In Indiana— Williamson Wright, allowed . 338.00 Mary Smith, pending, claims . 500.00 Joseph Newman, pending, claims . 585.00 Nicholas Sherer, pending, claims . 5,212.00 Clark Tannehill, et al., pending, claims . 215.00 D. L. Skinner, pending, claims . 525.00 Lazarus Silverman, pending, claims . 1,920.00 Isaiah M. Miller, pending, claims . 1,000.00 Elizabeth Mosgrove, pending, claims . 3,000.00 John and Lorena Hixon, pending, claims. 500.00 James Sherron and fifty others named in the master’s report whose claims are united with that of said Sherron in his petition pending, total of said fifty- one claims. 30,870.00 Total of all claims allowed or pending.$122,357.29 FINAL DECREE IN CONFIRMATION OF SALE. In the Circuit Court of the United States, for the district of Indiana. November term, 1882. March 14th, 1883. Before the Honorable Judges Thomas Drummond and Walter Q. Gresham. The Pittsburgh, Cincin¬ nati and St. Louis Railway Company vs. Columbus, Chicago and In¬ diana Central Railway Company, et al. Now come the parties to this cause, and on motion of George Hoadly, of counsel, and no one objecting, and it appearing to the court that all the premises, rights and franchises, in controversy in this cause, have been sold and conveyed under decrees of this court and of the Circuit Courts of the United States for the northern district of Illinois and southern district of Ohio, western division, to William L. Scott, Charles J. Osborn and John S. Kennedy, it is now ordered that the Pittsburgh, Cincinnati and St. Louis Railway Company, complainant in this cause, make no further payments of net earnings of said railway, under the former orders of this court, to the said Roosevelt and Fosdick, but that all net earnings of said railway, in possession of said railway company, and all future earnings until otherwise ordered, shall be settled for and accounted with and paid by them to the said William L. Scott, Charles J. Osborn and John S. Kennedy, or their assigns. And it further appearing to the court that the said Scott, Osborn and Kennedy have given notice in writing to the said Pittsburgh, Cincin¬ nati and St. Louis Railway Company of their intention and desire to terminate the lease heretofore existing of the said railway, property, rights and franchises, made by the Columbus, Chicago and Indiana Central Railway Company to the said Pittsburgh, Cincinnati and St. Louis Railway Company, which notice has been received and assented to by said lessee company, and by the Pennsylvania Railroad Company, guarantor of said lease, and thereby the said lease has been avoided and come to an end. It is now ordered that the said Pittsburgh, Cincinnati CORPORATE HISTORY. 69 7 and St. Louis Railway Company, now in possession of said railway, rights and franchises under former orders of this court, do at the request of said purchasers or their assigns, surrender the actual possession and custody of all and singular the said railway, rights and franchises to said purchasers or their assigns whenever so demanded. FIRST MORTGAGE. Columbus, Chicago and Indiana Central Railway Company to . James A. Roosevelt and William R. Fosdick, Trustees. Dated February 20, 1868. Securing $15,000,000 bonds of $1000 each, dated February 20, 1868, payable April 1, 1908, bearing 7 per cent, interest. This indenture, made the twentieth day of February, in the year of our Lord one thousand eight hundred and sixty-eight, between the Columbus, Chicago and Indiana Central Railway Company, a corporation of the states of Ohio, Indiana and Illinois, the party of the first part, and James A. Roosevelt and William R. Fosdick, trustees upon certain trusts hereinafter specified and provided, the party of the second part: Whereas, The Columbus and Indianapolis Central Railway Company, a corporation of the states of Ohio and Indiana, lately of that name, whose road extended from Indianapolis, in Indiana, to the line of the state of Ohio, about four miles east of Richmond, a distance of seventy- two and one-half miles, and thence, through Piqua and Urbana, to Columbus, Ohio, a further distance of about one hundred and fourteen miles, and also from Union City, at the state line of Indiana, eastward, to said main road, at the junction near the county line between the coun¬ ties of Miami and Darke, a distance of about twenty and one-half miles— said railway being thus, altogether, in length about two hundred and six and one-half miles, and forming a continuous line of railway from Columbus, Ohio, to Union City, and to Richmond, and to Indianapolis, Indiana, without break and of the same gauge; and thus made, by the consolidation of the Indiana Central Railway, of Indiana, and the Co¬ lumbus and Indianapolis Railway, of Ohio, at Union City aforesaid, connected its track with a similar railroad track of the Union and Logans- port Railroad Company, a corporation duly formed and existing in the state of Indiana, and whose railroad track extended from Union City, aforesaid, to Logansport, Indiana, a distance of about ninety-three miles, and at Logansport connected and united with the railroad track of the Toledo, Logansport and Burlington Railway Company, a corporation of the state of Indiana, duly existing and having a railroad track extend¬ ing from Logansport, westward, to the state line of the state of Illinois, a distance of about sixty-one and a half miles—thus forming a continuous line of railway, connected and without break, and over all of which the same cars can be run from Columbus, Ohio, through Union City and Logansport, Indiana, to the state of Illinois, a distance of about two hundred and fifty-seven miles; And whereas, Afterwards, the said Columbus and Indianapolis Central 698 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Railway Company, and the said Union and Logansport Railroad Com¬ pany, and the said Toledo, Logansport and Burlington Railway Company, in the lawful exercise of their corporate powers under their charters, and under the laws of the states of Ohio and Indiana, in due form of law, consolidated themselves together, and became one single corporation, under the name of the Columbus and Indiana Central Railway Company, and thereby, and by the articles of consolidation, assumed and became liable for all the debts existing against each and all of the original corpo¬ rations of which said consolidated corporation was composed, as by said articles of consolidation, duly filed of record, will more fully and at large appear; And whereas, The Chicago and Great Eastern Railway Company, a railroad corporation lawfully formed and existing in the states of Indiana and Illinois, owned, possessed and operated a continuous line of railway extending from Chicago, in the state of Illinois, through Logansport, and to Richmond, Indiana, and at the last named place connecting with the railway of the said Columbus and Indiana Central Railway Company above named, and thus, with said Columbus and Indiana Central Railway, forming a continuous line of railway, without break and of the same gauge, from the city of Chicago, in the state of Illinois, through Rich¬ mond aforesaid, to Columbus, in the state of Ohio, and also to Indiana¬ polis, in the state of Indiana; And whereas, Afterwards, to wit, on the 12th day of February, in the year 1868, the said Columbus and Indiana Central Railway Company, and the said Chicago and Great Eastern Railway Company, in the lawful exercise of their corporate powers under their charters and the laws of the states of Ohio, Indiana and Illinois, consolidated themselves together and became one single corporation, under the name of the Columbus, Chicago and Indiana Central Railway Company, the party hereto of the first part; And whereas, The said several corporations, thus composing and being the party of the first part, have heretofore, and before such consolidation, become indebted by mortgage bonds, respectively made and issued by them, and which indebtedness was made and still is a lien on the respec¬ tive parts of the road and property so consolidated and united, in the amounts following, to wit: The Columbus and Indiana Central Railway Company, for the sum of not exceeding $3,200,000, on its road from Indianapolis to Columbus, and from Richmond Junction to Union City, being about 206^ miles; and for the sum of $2,000,000, on its road from Union City to Logansport; and for the sum of $800,000, on its road from Logansport to the Illinois state line, on the route toward Peoria, Illinois, altogether amounting to the sum of six millions of dollars; and the Chicago and Great Eastern Railway Company, for the sum of five million six hundred thousand dollars ($5,600,000), being in several liens on different parts of its road, as follows: $298,000 on that part between Rich¬ mond and Newcastle, and $1,283,000 on that part between Richmond and Logansport, and $1,820,000 on that part between Logansport and + Chicago, and $2,199,000 on the whole road between Richmond and Chicago (the said last named sum of $2,199,000 being a part of an issue CORPORATE HISTORY. 699 of $5,600,000, made to take up and satisfy all of the previous liens and be issued in their stead, and $3,401,000 of such issue being yet unex¬ changed and not paid out, and having been, at the consolidation afore¬ said, delivered to the party of the first part, and now being held by them for such exchange or other disposal, in their discretion); And whereas, At a meeting of the board of directors of the said Co¬ lumbus, Chicago and Indiana Central Railway Company, the party of the first part, held, pursuant to law, on the 13th day of February, in the year 1868, it was determined that it was expedient to reduce to single forms and classes all of the bonded debts aforesaid of both and all of the said corporations of which the said company so consolidated, the party of the first part, was constituted, and for which said party of the first part was, by liens upon its property or otherwise, liable; and thereupon, for that purpose, the said board of directors resolved and enacted an order and resolution as follows, to wit: “ And it is further ordered by the board, That, whereas, by the articles of consolidation between the Chicago and Great Eastern Railway Com¬ pany, and the Columbus and Indiana Central Railway Company, under and by virtue of which this corporation was formed, it was agreed and covenanted that to provide for the redemption and payment of all the first mortgage bonds outstanding and owing by both of said companies, and for which their respective railroads and properties, or any part of the same, were mortgaged or pledged, and which this company, by reason of said consolidation or' otherwise, is bound to pay, consolidated mortgage bonds, to an amount not exceeding fifteen millions of dollars, should be made and issued by this company, and secured by a mortgage of all the property, rights and franchises of this (consolidated) company. That eleven millions five hundred thousand of the said issue of bonds should be used for the redemption and payment of the said eleven mil¬ lions five hundred thousand dollars of the said first mortgage bonds of the said several companies first above mentioned, now outstanding, on such terms and at such times as might be ordered by the board of direc¬ tors of this company, but that none of said issues of consolidated bonds should be exchanged or paid for any of said bonds so to be redeemed by them, at less than dollar for dollar.” “ Therefore, it is resolved, That an issue of bonds to the amount of fifteen millions of dollars, if so much shall be necessary, containing an express waiver of all recourse by the holder of the same to any individual liability of the stockholders of this company, shall be made by this com¬ pany, each bond to be for the sum of $1000, and to bear seven per cent, per annum interest, payable semi-annually, and the principal to be pay¬ able on the 1st day of April, A. D. 1908, and both principal and interest to be payable in the city of New York. That said bonds shall be dated as made on the 20th day of February, A. D. 1868, and the semi-annual pay¬ ments of interest thereon shall be made payable on the first days of April and October in each year.” “ In case default be made in payment of any half-year’s interest on any of said bonds, and the warrant for said interest shall have been presented and its payment demanded, and such default shall have continued for six 700 PITTSBURGH, CINCINNATI, CPIICAG 0 AND ST. LOUIS RY. CO. months after such demand, without the consent of the holder of said coupon or bond, then and thereupon the principal of all the said bonds shall become immediately due and payable.” “ That a warrant for each semi-annual payment of interest shall be made and authenticated, for and on behalf of this company, by the secretary of this company, and annexed to each bond. That said bonds shall be prepared by the president of the company, and signed by him, for and on behalf of this company, and attested by the secretary, and shall have annexed to them a certificate of authentication of the trustee or trustees under the mortgage made to secure them, and shall not be issued or obligatory without such certificate. That from and after the 1st day of April, A. D. 1870, and until the maturity of said bonds, there shall be annually created, paid and deposited with a sinking fund commissioner or commissioners, to be appointed by the board of directors, and to hold office at the pleasure of the board, a sinking fund to aid in the final redemption of said bonds, of an amount of money derived from the net earnings of said road and property, equal to one-half of one per cent, on the whole amount of said issue of bonds at the time of any such payment outstanding. Said fund, and all investments and accounts thereof, and its management, shall always be under the control of this board, and shall be, from time to time, continually invested by the com¬ missioner or commissioners in the purchase of the said bonds, or in such first mortgage bonds so to be redeemed, or bonds of the government of the United States, or of the states of Ohio, Indiana or Illinois, and kept at interest, and the interest on all such investments collected, and added to and continually compounded with said fund, and the same to be used and appropriated eventually and solely to redeem and pay off said issue of bonds thereby provided to be made. No bond of said issue, pur¬ chased by said fund, shall thereby be canceled, but shall, with its coupons,, be stamped as owned by said fund, and it or its amount, if destroyed, shall remain a liability against the company, and the interest be paid to- the fund as paid on other bonds, and added to said fund, until the whole of said issue shall have been absorbed or otherwise paid off, when the whole issue shall be canceled. Any bonds in said fund, at any time, may be destroyed by the company, but the annually accruing interest on the amount so destroyed must thereafter be paid to said fund. The bonds and securities belonging to the sinking fund shall be kept in the office of the sinking fund commissioner or commissioners, which shall be at or near the principal office of said railway company.” That for the purpose of securing the final payment of said issue of $15,000,000 of consolidated bonds, with all interest to accrue thereon, this company will make and deliver to James A. Roosevelt and William R. Fosdick, as trustees, a mortgage and deed of trust, conveying to said persons, as trustees, for the benefit of every holder of such consolidated bonds, or of any of them, all the road, property, rights and franchises of this company, of every kind and description whatever, except certain rights, franchises and chartered privileges held by this company, derived from the late Chicago and Great Eastern Railway Company, to build, and own, and operate a railroad and its appurtenances from Chicago to the CORPORATE HISTORY. 701 Mississippi river, *in trust, to secure the final payment of said bonds as aforesaid, with all the rights, covenants, powers and authority, in case default be made by this company in such payments, as in said deed of trust shall be specified, to foreclose said mortgage and to sell the property so mortgaged, or to take possession of and operate the same and receive the incomes thereof, but not in any case, before any default, to disturb •or interfere with this company in the possession, control and manage¬ ment thereof, or from receiving the incomes thereof, or from selling or ■exchanging any of the personal property, or machinery, or equipments thereof, or any of the lands or real estate, not necessary for the use and operation of the railway, as to all of which as will be in said mortgage and deed of trust specifically stated, agreed upon and set forth. That the president of the company is hereby authorized and fully empowered to make, and sign, and execute, and seal with the corporate seal of this company, the said mortgage and deed of trust, and to acknowledge the same, for and on behalf of this company, for record; and on the accept¬ ance of said trust and signing the said deed by the said trustees, to cause the same to be recorded according to law, and thereupon to make, sign, execute and prepare said $15,000,000 of bonds, for issue, exchange or sale, as shall hereafter be ordered by this board.” “ It is further ordered, That as soon as said amount of $15,000,000 of consolidated bonds shall be ready for issuing, the amount of eleven mil¬ lions five hundred thousand dollars ($11,500,000) thereof shall be delivered to and deposited with a bond fund commissioner of this company (to be appointed by the board of directors, and to hold office at the pleasure of the board), to be by him safely kept, and used and disposed of under the orders of this board, from time to time made, solely to redeem, pay off and take up not less than dollar for dollar, and not otherwise at any greater cost to this company, any and all of the first mortgage bonds, or any other original class of bonds, which, by the satisfaction of liens originally prior to them, have now become first mortgage bonds, now outstanding, and existing liens on the railroad or property of this com¬ pany, or any part or parts of it, and which bonds, at different times, were issued by the Indiana Central Railway Company, or by the Richmond and Newcastle Railroad Company, or by the Cincinnati and Chicago Air Line Railroad Company, or by the Columbus and Indianapolis Central Railway Company, or by the first (or old) Chicago and Great Eastern Railway Company, or by the late Chicago and Great Eastern Railway Company, or by the Toledo, Logansport and Burlington Rail¬ way Company, or by the Union and Logansport Railroad Company, all of which bonds so to be redeemed amount to the sum of eleven millions five hundred thousand dollars.” “ That the said bond fund commissioner shall, whenever possible, take up and redeem any of said mortgage bonds so to be redeemed by said new consolidated bonds, at no greater cost to this company than dollar for dollar, by exchanging the same; and if any such bonds so to be redeemed cannot be obtained by such exchange, but can be purchased for less money than an equal amount of said new consolidated bonds can be sold for, then he may sell said consolidated bonds, and buy in and cancel the bonds so intended to be redeemed. 702 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Said bond fund commissioner shall, under the orders of this board,, have the sole charge, care, custody, sale, exchange and disposal of said $11,500,000 of consolidated bonds, and of the redemption therewith of said first mortgage bonds, and the custody of the same after redemption, and until cancellation. He shall keep all books, accounts, and registers of said bonds of all classes, and always open to examination by the board or its committee of officers. He shall keep all of said bonds and accounts thereof, and his place of business, at or near the principal office of this company. He may, with the assent of the board, appoint one or more assistants to aid him in performing his duty in other places, if it be found necessary.” “When any of the said several mortgage bonds shall have been obtained by said commissioner by exchanging a consolidated bond therefor, such redeemed bond shall not be canceled until all of its class and issue shall have been redeemed, by exchange or otherwise; but such bond shall be filed in his office and registered by him as an exchanged bond, with the name of the owner who exchanged it, and the number and the amount of the bond given by the said commissioner for it, so that it can be recognized. In case suit for default in the. payment of interest or principal on any of the class of the bonds exchanged for said consoli¬ dated bonds be instituted for the foreclosure and sale of the railway and property of the company, the holder of any of the consolidated bonds received in exchange for any bond of the class on which said suit is instituted, or foreclosure and sale made, shall have the privilege of returning to the bond commissioner the consolidated bonds received by him, and receive therefor the bond for which he exchanged the same, equalizing the interest; and on such re-exchange, said first mortgage bond shall be and remain in full force and with its existing lien, and inure in all respects to the person who exchanged it, as fully as if it had never been exchanged. Whenever the whole of any issue or class of bonds shall have been exchanged for, or otherwise redeemed, said commissioner shall cancel all of them, and notify this board thereof, whereupon it shall cause the mortgage and trust securing the same to be satisfied and extinguished on the records ”; And whereas, The said Columbus, Chicago and Indiana Central Rail¬ way Company, party of the first part, hath, in accordance with the pro¬ visions of said order, made and executed bonds to the amount of fifteen millions of dollars, of the numbers, form, denomination and character prescribed by said order, and hold the same to be authenticated, issued, used and disposed of, in the manner and for the purposes, and according to the provisions and requisitions of the said order and resolution: Now, therefore, In further pursuance of said resolution and order, and to the end and purpose of securing and assuring the punctual payment of said fifteen million dollars of bonds, and every part thereof, which may be issued and paid out as aforesaid, to the persons who may become the holders of the same or any of them: This indenture witnesseth, That the said Columbus, Chicago and Indiana Central Railway Company, party of the first part, in consideration of all and singular the premises, and for the further consideration of one CORPORATE HISTORY. 703 dollar, to them in hand paid by the said party of the second part, trustees as aforesaid, at and before the ensealing hereof, the payment of which is hereby acknowledged, doth hereby grant, bargain, sell, enfeoff, release, assign and convey unto the said James A. Roosevelt and William R. Fosdick, trustees as aforesaid, party of the second part, 'and to their successors and assigns, all and singular the entire railroad of the party of the first part, lying, being and extending from its terminus, in the city of Chicago, in the state of Illinois, through the county of Cook, in said state, southward, to the state of Indiana, and through the counties of Lake, Porter, La Porte, Stark, Pulaski, Cass, Howard, Tipton, Madi¬ son, Henry and Wayne, in Indiana, to the city of Richmond, and thence, eastward, to the state of Ohio, and through the counties of Preble, Darke, Miami, Champaign, Union, Madison and Franklin, to the city of Co¬ lumbus, Ohio; and also extending from the city of Richmond aforesaid, westward, through the said counties of Wayne, Henry, Hancock and Marion, to the city of Indianapolis, in Indiana; and also extending from the main line aforesaid, at a point in Miami county, Ohio, westward, through the county of Darke, in Ohio, to the Indiana state line, at Union City, and thence, westward, through the counties of Randolph, Jay, Blackford, Grant, Miami, Cass, White, Jasper and Newton, in Indiana, to the line of the state of Illinois, in the direction toward Peoria; altogether being in length of railways about five hundred and eighty-six and one-half miles—about 424^2 miles thereof being in the state of Indiana, about 134L2 miles thereof being in the state of Ohio, and about 27L2 miles thereof being in the state of Illinois—with all its franchises, equipments, property, tolls, issues and profits, and all its lands, tene¬ ments, buildings, fixtures, machinery, goods and chattels, connected with or used in the using and operating of said railway, or appurtenant thereto, and all its rails, ties, fuel, fencing and erections, and all its rights of way and easements, and all cars, engines and tools, and all rents, reservations and reversions, of every kind and nature whatever, including all the property between said terminal points which said party of the first part now has or owns and possesses, or may hereafter acquire, either in law or equity, of every kind whatever, pertinent thereto. Provided, however, That this grant and conveyance aforesaid, shall not include nor operate to transfer any land, goods, chattels, property, ma¬ chinery, equipments, or other matters which said company now owns or may hereafter acquire, that need not be used for any purpose incident to the management or operation of said railway, or the repair thereof, or in the business of said railway company, nor any right of way, easement, franchises, power and corporate right to build a railway from Chicago to Galena, or to any other place westward of Chicago, possessed and owned by the party of the first part, or heretofore granted to them, or to the Chicago and Great Eastern Railway Company, or to any persons or body corporate, of whom the party of the first part is the successor or assignee; but all of which last mentioned franchises and right of way shall be wholly excepted and exempt from these presents and the grant and conveyance herein specified, nor shall these presents in any way prohibit the party of the first part from selling and conveying, or otherwise dis- 704 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. posing of the same and all the proceeds thereof, nor from receiving, using and applying any money, as personal property of said company, to the repairs of said road or its appurtenances, or to its current expenses, or to the purchase of necessary machinery, or the renewal thereof. And the board of directors of said company may likewise distribute and pay any net annual incomes and profits to stockholders, after paying the interest on the said bonds and providing for any sinking fund required to be created and kept. To have and to hold the said railway, property, premises, interest, rights and appurtenances, mentioned as aforesaid and hereby conveyed, or intended so to be by this conveyance, unto the said party of the second part, as such trustees as aforesaid, and to their successors in said trust or assigns, to and for the only use, benefit and behoof of the said trustees and their cestui que trust, their successors and assigns, forever, but in special trust and confidence, and upon the conditions following, that is to say: 1. 1 hat this conveyance is for and shall be, by said party of the second part, their successors and assigns, held, used and owned solely for the benefit and protection and security of the persons and corporations who shall hold and own the bonds about to be issued as aforesaid by the party of the first part, and for enforcing the stipulations of said company as to said issue of bonds and the disposal thereof, and securing the same, and the final payment thereof, in their true intent and meaning, whether contained in said bonds or the interest warrants attached to them, or in this deed. 2. That for the better assuring and confirming the title and power of the said party of the second part, their successors and assigns, in the said premises and property hereby conveyed, and in and to any premises and property or rights hereafter accruing or to be acquired by said party of the first part, appurtenant to said railroad, which is intended to pass or to be passed by this conveyance, the said party of the first part, their successors and assigns, will and shall, as often as may be lawfully required by the party of the second part, or their successors or assigns, holding the above granted trust, do such acts, and make such other and further conveyances and assurances in law as such party of the second part shall, by counsel learned in law, be advised are necessary for the better carrying out of the object of the parties to this mortgage or deed of trust. 3- That if said party of the first part, their successors or assigns, shall well and truly pay to the holders of said fifteen millions of bonds so to be issued and hereby secured, the respective sums of money and interest due and accruing on said bonds, on the days and times therein men¬ tioned, and according to the tenor and effect of said bonds, then and thenceforth this indenture, and all the estate hereby granted, shall become and be utterly void and of no further effect, and the same shall be by such payments wholly annulled and satisfied, without any further receipt or entry of satisfaction of record whatever, but shall be, if required, entered and certified on any record of the same as so satisfied, by the party of the second part, or their successors. 4. That until default shall have been made by the party of the first CORPORATE HISTORY. 705 part in the payment of principal or interest of the said bonds, or some of them, or until default shall have been made in respect to something herein required to be done by the said party of the first part, the said party of the first part shall be suffered and permitted to possess, use, occupy, manage and operate the said railroad, property and franchises and appurtenances, and to renew, replace and repair the same, and every part thereof, and take, and receive and use the tolls, rents, issues, incomes and profits thereof, and dispose of the same in any manner not incon¬ sistent with this instrument. 5. In case default shall be made in the payment of any interest on any of the aforesaid bonds issued or to be issued, according to the tenor of the coupons thereto annexed, or of the provisions hereof; or in case default shall be made in the payment of the principal of said bonds, or any of them, when the same shall become due, without the consent of the holder of such bond on which such default shall occur, the said party of the first part hereby covenants and agrees, to and with the party of the second part, and their successors and assigns, that within six months after such default shall have occurred, the same default still continuing, the said party of the first part, on demand of the said trustee or trustees for the time being, shall and will surrender to him or them, or to their agent, the actual possession of the herein granted and demised railway and premises, together with all the books, records, papers, accounts and money of said company, and all the management and control thereof; and that all the expenses of taking, holding, managing and operating said property, if possession shall be so taken, shall be paid from the incomes and profits thereof; and if said property shall, after such taking possession thereof, be sold, then from the sale thereof; or such expenses’ may be paid from the sale of any personal property, as the said trustees may deem proper. And that said party of the second part, and their successors, having taken such possession, may manage, operate and control said road and property, and all of its affairs, and appoint all needful agents and employees for that purpose, and pay the same, and receive all the incomes, issues and profits thereof, and apply the same to the payment of the said interest so in default, according to the true intent and tenor of the said bonds, and the coupons annexed, and to the terms of this deed, until such default shall have been satisfied, if such incomes and profits will satisfy the same, first paying all expenses of such possession and management, and all taxes, assessments, charges and prior liens of said property, and a just compensation for their own services as such trustees. But in any and all cases of such taking of possession by said party of the second part, and paying up any such default, and the expenses aforesaid, the said party of the second part shall immediately thereafter redeliver the said railway and premises, books, records, and money and accounts, into the possession of the party of the first part: Provided, that no such demand for such possession shall be made by said trustee or trustees, until they shall have been required by the holders of at least the one-half of all of the said issue of bonds which shall then be unpaid and outstanding, to make such demand, and to take such possession of said road and property. 45 yo6 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. 6 . That in case default be made as aforesaid, and shall continue as aforesaid, it shall be lawful for the party of the second part, or their suc¬ cessors in said trust, after entry as aforesaid, or other entry, or without entry, personally, or by agent or attorney, to sell and dispose of, to the highest bidder, all and singular the premises hereby conveyed, or in¬ tended so to be, as an entirety, at public auction, in the city of Logans- port, Indiana, at such time as said party of the second part may appoint, first having demanded of the party of the first part full payment of all money then in default, and also first having given sixty days’ notice of such time and place of sale, and a full description of the property so to be sold, by advertisement thereof in three newspapers—one published in the state of Ohio, one published in the state of Indiana, and one published in the city of . New York—and to adjourn said sale from time to time, in their discretion, and if adjourned, to make such sale in manner aforesaid, without further notice, at the time and place to which it may be so adjourned; and, upon such sale and receiving the purchase money thereof, to convey the same, by good and sufficient conveyance, to the purchaser or purchasers, and such sale and conveyance, so made, shall convey all the right, title, estate, interest and property of the said party of the first part, of, in and to the said road, premises, franchises and property, to the said purchaser, in fee simple, forever, and shall be a perpetual bar, both in law and equity, against the said party of the first part, and their successors and assigns, against all and every person claiming or to claim said premises, or any part thereof, under them, forever; and after deducting from the proceeds of such sale the expenses of the sale and conveyance, and all advances or liabilities which may have been made or incurred by the party of the second part in operating and controlling and maintaining the said railroad and property, and in managing its business and affairs while in possession, and all payments for taxes, charges, assessments, and liens prior to the lien of these presents, on said premises, or any part thereof, as well as reasonable compensation for their own services, to apply the proceeds of such sale to the payment of the interest of said fifteen million dollars of bonds, or so many of them as shall have been issued by said party of the first part, and be then outstanding, pro rata, until all of such interest shall be paid, and afterward to apply the remainder to the payment of the principal of said bonds, pro rata, until such principal shall be paid, and if any surplus remains after paying all of said matters, to pay such surplus to the party of the first part, and such payments shall be so made on said bonds, whether the same shall have become due or not, at the time of such sale; provided, that said trustee or trustees may, in their discre¬ tion, sell the said premises as an entirety, subject to any or all mortgage liens on the same, or any part thereof, which may at the time have priority over the lien of these presents; and, on doing so, shall make legal dis¬ tribution of the proceeds of such sale accordingly. It is hereby declared that the receipt of said trustee or trustees making any such sale to the purchaser of the premises, for the purchase money, shall be a full and sufficient discharge of said purchaser thereof, and that said purchaser shall not, after said payment of said purchase money and CORPORATE HISTORY. 707 obtaining such receipt therefor, be liable, or in any way bound to see said purchase money applied to this trust, or otherwise, or in any manner answerable for its loss or misapplication, or obliged to inquire into the authority for making such sale. 7. At any sale of the property aforesaid, or any part thereof, made by virtue of these presents or by judicial authority, the said trustee or trustees may bid for and purchase, or cause to be purchased, the property so sold, or any part of it, in behalf of the holders of said bonds secured by this deed then outstanding, at a reasonable price, if only a part be sold; but, if the whole property be sold, at a' price not exceeding the whole amount of said bonds and interest then outstanding. 8. If default be made by the party of the first part in the payment of any half-year’s interest on any of said bonds, and the warrant or coupon for such interest shall have been presented and its payment demanded, and such default shall have continued for six months after such demand, without the consent of the holder of such coupon or bond, then and thereupon the principal of all of the said bonds hereby secured shall be and become immediately due and payable, anything in such bonds to the contrary notwithstanding; and the said party of the second part may so declare the same, and notify the party of the first part thereof, and, upon the written request of the holders of a majority of the said bonds then outstanding, shall proceed to collect both principal and interest of all such bonds outstanding, by foreclosure and sale of said property or otherwise, as herein provided. 9. It is hereby mutually agreed by the parties hereto, that the trustees shall be responsible only for gross negligence and willful default, and that they shall not be bound to do any act touching the execution of the trust, except at their own option, which may involve them in personal expense or liability, unless first duly and satisfactorily indemnified against the same by one or more of said bondholders. In case of the death, resig¬ nation or inability to act, of any trustee, the board of directors may appoint a successor; and, failing to so appoint, any court of competent jurisdiction in either of said states may appoint a trustee to fill such vacancy, on the application of the holders of one-sixth part of the bonds hereby intended to be secured then outstanding; and such appointment by the board, or by such court, shall invest the trustee so appointed with all the interest, estate, power and authority in the premises, and subject him or them to the same obligations hereby given and granted to the party of the second part herein. And the said party of the first part hereby further covenants and agrees, with the party of the second part and their successors, and with the holders of each and all of the said issue of fifteen millions of bonds which may be issued, that the said party of the first part will create and make a sinking fund for the redemption of such bonds, and each of them, by setting aside and depositing with a sinking fund commissioner or com¬ missioners, to be appointed by the party of the first part for that purpose, from and after the first day of April, in the year 1870, and annually thereafter until the maturity of said bonds, from the net earnings of the said road and property, after the payment of all the interest on said 708 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. bonds, and also the interest on all bonds having prior liens on said prop¬ erty, or any part of it, an amount of money equal to the one-half of one per cent, of the principal amount of all such bonds hereby secured which shall then be outstanding. Such sinking fund moneys shall, from time to time, under the orders of the party of the first part, be invested in the purchase of the bonds so issued, or in such first mortgage bonds so to be redeemed, or in bonds of the Government of the United States, or of the states of Ohio, Indiana or Illinois; and the money accruing on any or all of such investments for interest, as fast as the same shall be received, shall be added and paid into said sinking fund, and com¬ pounded therein continually, and reinvested in like manner with the other money of said fund. That the board of directors of said railway company, party of the first part, shall have entire control of the manage¬ ment of said sinking fund, and every person in charge of or connected with the same, and shall, from time to time, direct in what bonds or securities it shall be invested, and at what prices or rates, and how it shall be kept, and the manner of keeping the accounts thereof, and shall require ample security to be given to them by any person in charge of its moneys, or its securities, or bonds, for safe keeping. Every bond of the said issue of fifteen millions, which may be purchased and held by said sinking fund, shall, remain in full force until the whole of such issue shall have matured, or shall have been so absorbed or otherwise redeemed by said party of the first part, or until canceled as hereinafter provided; and the interest on such bonds held by said sinking fund shall be paid by said railway company regularly, as the interest on its other similar bonds is paid; and such bonds so in the sinking fund shall, as to the annual amount of money to be paid from net earnings into said fund, be regarded as outstanding. At the annual meeting of the stockholders in the year 1872, and at each annual meeting thereafter, all bonds of said issue, and the coupons thereon, then being in the sinking fund, purchased by said fund as afore¬ said, shall be withdrawn from said fund and canceled, and so certified by the commissioner and treasurer of the company, and the signatures thereto mutilated; and, in place thereof, the treasurer of the company shall give to the commissioner a receipt therefor, specifying the same and such cancellation, which receipt shall be filed in the office of said fund, and shall semi-annually draw and entitle said sinking fund to the same amount of interest as the bonds so canceled would have done, and for the same purposes. And the said party of the first part does hereby further covenant, to and with the party of the second part and their successors, trustees as aforesaid, and to and with every person who shall be the holder of any one of said issue of fifteen millions of dollars of bonds, that of the said issue the sum of eleven millions five hundred thousand dollars, numbered from No. 3,500 to No. 15,000, inclusive, shall be set aside and appro¬ priated, and used only in exchange for and to satisfy the said outstanding first mortgage bonds, which are liens on said property or some part thereof, as hereinbefore mentioned and recited, and’ which were, before said consolidation, made and issued by the several companies heretofore CORPORATE HISTORY. 709 owning parts of said railway, and to the liens of which the said several parts of said railway are still subject. That such payment or exchange of said eleven millions five hundred thousand dollars of bonds shall be made on such terms and at such times as may be ordered by the board of directors of said company, but that none of said sum of eleven millions five hundred thousand dollars of bonds hereby secured shall be exchanged or paid out for the bonds so to be satisfied and redeemed by them as aforesaid, at less than dollar for dollar. That said eleven millions five hundred thousand dollars of said issue of $15,000,000, hereby secured or intended so to be, shall not be issued, used, disposed of, or paid out for any other purposes or on any other pretense or manner whatever, and if they cannot be so paid out or exchanged, they shall be destroyed. The said party of the first part may, nevertheless, in order to make such redemption or exchange in any case, sell any bond or bonds of said amount for money, and with the proceeds purchase and redeem not less than an equal amount of the bonds so to be paid and redeemed by them. The board of directors of said company, party of the first part, shall appoint some suitable person to act as bond fund commissioner, who shall have the sole charge and custody of the said $11,500,000 of said bonds, and of the issuing, exchanging and disposing of the same in the redemp¬ tion of the first mortgage bonds they are issued to redeem. He shall be governed in all respects by the orders of the board and these presents, and shall report his action therein to the board of directors of said company as often as required. When any one of said several first mortgage bonds, so herein provided to be redeemed, shall be so exchanged for and received by said com¬ missioner, the same shall not be canceled until all of the class and issue of bonds to which it belongs shall have been redeemed by exchange or otherwise, but shall be registered by him as an exchanged bond, with the name of the owner who exchanged it, and the number and amount of the bond given in exchange for it, and filed away and safely kept by said commissioner for the following purpose, but for no other purpose or use whatever, to wit: In case suit for default in the payment of interest or principal on any of the class of bonds exchanged for said consolidated bonds, be instituted for the foreclosure and sale of the railway and prop¬ erty of the company, or in case of the foreclosure and sale of the railway and property of the company, the holder of any of the consolidated bonds received in exchange for any bond of the class on which said suit is instituted, or foreclosure and sale made, shall have the privilege of re¬ turning to the bond commissioner the consolidated bonds so received by him, and receive therefor the bonds for which he exchanged the same, equalizing the interest, and on such re-exchange, said first mortgage bond shall be and remain in full force and with its existing lien, and inure in all respects to the person who exchanged it as fully as if it had never been exchanged. Whenever all of the said original mortgage bonds of any one issue or class shall have been exchanged for or redeemed, said commissioner shall cancel and annul them all, and notify said board of directors thereof, and thereupon the said party of the first part shall cause such mortgage to be 710 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. canceled and satisfied on the records thereof. It is understood and agreed, by and between the parties hereto, that no individual liability shall attach to any stockholders of the party of the first part, in behalf of the holders of any of the bonds secured by this mortgage or deed of trust, and that the holders of said bonds rely solely on the property, rights and franchises of the party of the first part covered by this mortgage, and the stipulations and covenants of the said party of the first part, herein contained, for the payment of the principal and interest of the bonds so held by them. In witness whereof, The said Columbus, Chicago and Indiana Central Railway Company, the party of the first part, has caused these presents to be executed and signed by the president of their company, and attested by their secretary, in their behalf and for the said company, and has caused the corporate seal of the company to be hereto affixed, the day and year first above written, and the parties of the second part have hereunto set their hands and affixed their seals, the same day and year aforesaid. The Columbus, Chicago and Indiana Central Railway Co., ,— .a—^ By B. E. SMITH, President. Attest: G. MOODIE, Secretary. J. A. ROOSEVELT, [seal] W. R. FOSDICK, [seal] Trustees. Executed in presence of W. D. JUDSON, AMOS TENNEY. [The legal U. S. revenue stamps affixed to the bonds.] Acknowledged by Benj. E. Smith, president, before W. F. Doggett, notary public, Franklin county, Ohio. Acknowledged by Roosevelt and Fosdick, trustees, before Charles H. Hatch, notary public, city of New York. Recorded March 4, 1868, at 8p2 o’clock, A. M., in Mortgage Record No. 3, page 375, Marion county, Indiana. SECOND MORTGAGE. Columbus, Chicago and Indiana Central Railway Company to Frederick R. Fowler and Joseph T. Thomas, Trustees. Dated December 15, 1868. Securing $5,000,000 bonds of $1000 each, dated December 15, 1868, payable February 1, 1909, bearing 7 per cent, interest. This indenture, made the fifteenth day of December, in the year of our Lord one thousand eight hundred and sixty-eight, between the Columbus, Chicago and Indiana Central Railway Company, a corpora¬ tion of the states of Ohio, Indiana and Illinois, the party of the first part, and Frederick R. Fowler and Joseph T. Thomas, trustees upon CORPORATE HISTORY. 7 ii certain trusts hereinafter specified and provided, the party of the second part: Whereas, The party of the first part, a consolidated corporation, com¬ posed of the Columbus and Indiana Central Railway Company, which was a consolidated corporation formed of the Columbus and Indianapolis Central Railway Company, the Union and Logansport Railroad Company, and the Toledo, Logansport and Burlington Railway Company, and the Chicago and Great Eastern Railway Company, in addition to fifteen mil¬ lions of first mortgage bonds, is indebted for outstanding bonds as follows, to wit: Second mortgage bonds of the Columbus and Indianapolis Central Railway Company .$ 821,000 Income bonds of the Columbus and Indiana Central Railway Company . 1,243,000 Chicago and Great Eastern Railway Company, construction and equipment bonds . 400,000 Total .$2,464,000 And was further indebted in other liabilities in the estimated sum of two millions and five hundred thousand dollars. For the payment of all of which the board of directors of the said Columbus, Chicago and Indiana Central Railway Company, the party of the first part, at their meeting, held pursuant to law, on the 25th day of November, A. D. 1868, deter¬ mined, by resolution duly adopted and entered on the records of the company, to issue bonds of the company, in the sum of five millions of dollars, to bear date on the 15th day of said December, A. D. 1868—the principal payable on the 1st day of February, in the year nineteen hundred and nine—principal paj^able in the city of New York; said bonds to bear interest at the rate of seven per cent, per annum, payable semi-annually, having proper coupons attached thereto, payable in the city of New York —payable on the first days of August and February of each year. All which, with the other conditions and stipulations in said bond, is fully set forth in the following copy of said bond: “ United States of America. No. -. $1000. States of Ohio, Indiana and Illinois. Columbus, Chicago and Indiana Central Railway Company. Seven per cent, consolidated mortgage and sinking fund bond. “ Know all men by these presents, That the Columbus, Chicago and Indiana Central Railway Company, a corporation existing under the laws of the states of Ohio, Indiana and Illinois, for value received, acknowl¬ edges itself indebted to John Gardiner, in the sum of one thousand dol¬ lars, lawful money of the United States, which it promises to pay, in the city of New York, to him or bearer, on the 1st day of February, in the year one thousand nine hundred and nine, with interest at the rate of seven per centum per annum, payable semi-annually, on the 1st days of August and February in each year, on the delivery of the annexed interest warrants, in the city of New York, at such place as may be by said com¬ pany designated, by advertisement, in said city. “ This bond, with others of like tenor and date, amounting, in the aggregate, to a sum not exceeding five millions of dollars, is secured by a 712 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. mortgage on the railroad, franchises, income, equipments and property of said company, duly made and delivered to trustees, whose names are signed to the certificate of authentication of this bond, for the benefit of the holder hereof, dated the 15th day of December, onfc thousand eight hundred and sixty-eight, and duly recorded. This bond is entitled to all the benefits to be derived from a sinking fund, to be annually credited and invested, as provided for in the deed of trust or mortgage above referred to. And it is agreed, between said company and the holder of this bond, that no recourse shall be had, for its payment, to the individual liability of any stockholder of said com¬ pany; and that in case of any default in the payment hereof, the said company hereby waives the benefit of any extension, stay or appraisement laws now existing, or that may hereafter exist. “ This bond shall pass by delivery, or by transfer on the books of the company, in the city of New York. After a registration of ownership, certified hereon by the transfer agent of the company, no transfer, except on the books of the company, shall be valid, unless the last transfer be to bearer, by the register of the company, which shall restore transfer- ability by delivery; but this bond shall continue subject to successive registrations and transfers to bearer, as aforesaid, at the option of each <* holder. “ This bond shall not be valid or obligatory until it shall have been authenticated by a certificate hereon, and duly signed by the trustees under the mortgage aforesaid. “ In witness whereof, The said company have caused the foregoing to be attested in its behalf, by its president and secretary, and its corporate seal to be affixed hereto; and the interest warrants hereto annexed, to be signed by its secretary, at the city of Columbus, in the state of Ohio, this 15th day of December, 1868. , [seal] “-, President.” Now, therefore, In further pursuance of said resolution, and to the end and purpose of securing and assuring the punctual payment of said five millions of bonds, and every part thereof, to the persons who may become the holders of the same or any of them: This indenture witnesseth, That the said Columbus, Chicago and Indi¬ ana Central Railway Company, party of the first part, in consideration of all and singular the premises, and for the further consideration of one dollar, to them in hand paid by the said party of the second part, trustees as aforesaid, at and before the ensealing hereof, the payment of which is hereby acknowledged, doth hereby grant, bargain, sell, enfeoff, release, assign and convey unto the said Frederick R. Fowler and Joseph T. Thomas, trustees as aforesaid, party of the second part, and to their suc¬ cessors and assigns, all and singular the entire railroad of the party of the first part, lying, being and extending from its terminus, in the city of Chicago, in the state of Illinois, through the county of Cook, in said state, southward, to the state of Indiana, and through the counties of Lake, Porter, La Porte, Stark, Pulaski, Cass, Howard, Tipton, Madison, Henry and Wayne, in Indiana, to the city of Richmond, and thence, east- CORPORATE HISTORY. 713 ward, to the state of Ohio, and through the counties of Preble, Darke, Miami, Champaign, Union, Madison and Franklin, to the city of Colum¬ bus, Ohio; and also extending from the city of Richmond aforesaid, west¬ ward, through the said counties of Wayne, Henry, Hancock and Marion, to the city of Indianapolis, in Indiana; and also extending from the main line aforesaid, at a point in Miami county, Ohio, westward, through the county of Darke, in Ohio, to the Indiana state line, at Union City, and thence, westward, through the counties of Randolph, Jay, Blackford, Grant, Miami, Cass, White, Jasper and Newton, in Indiana, to the line of the state of Illinois, in the direction towards Peoria; altogether being in length of railways about five hundred and eighty-six and one-half miles —about 424*4 miles thereof being in the state of Indiana, about 134*4 miles thereof being in the state of Ohio, and about 27^4 miles thereof being in the state of Illinois—with all its franchises, equipments, property, tolls, issues and profits, and all its lands, tenements, buildings, fixtures, machinery, goods, chattels, connected with or used in the using or operat¬ ing of said railway, or appurtenant thereto, and all its rails, ties, fuel, fencing and erections, and all its rights of way and easements, and all cars, engines and tools, and all rents, reservations and reversions, of every nature and kind whatever, including all the property between said terminal points which said party of the first part now has, owns or pos¬ sesses, or may hereafter acquire, either in law or equity, of any kind whatever, pertinent thereto; subject to prior mortgages of the party of the first part, and of the corporations, or any of them, composing said Columbus, Chicago and Indiana Central Railway Company by consoli¬ dation as aforesaid, to secure the payment of bonds issued, or to be issued, by either of said companies, in the aggregate amount of fifteen millions of dollars; provided, however, that this grant and conveyance aforesaid, shall not include nor operate to transfer any lands, goods, chattels, property, machinery, equipment, or other matters, which said company now owns, or may hereafter acquire, that need not be used for any purpose incident to the management or operations of said railway, or the repairs thereof, or in the business of said railway company, nor any right of way, easement, franchises, power or corporate right to build a railway from Chicago to Galena, or to any other place westward of Chicago, possessed or owned by the party of the first part, or heretofore granted to them, or to the Chicago and Great Eastern Railway Company, or to any persons or body corporate of whom the party of the first part is the successor or assignee, but all of which last mentioned franchises and right of way shall be wholly excepted and exempt from these presents and the grant and conveyance herein specified; nor shall these presents in any way prohibit the party of the first part from selling and conveying, or otherwise disposing of the same and all the proceeds thereof; nor from raising, using and applying any money or personal property of said company to the repairs of said road or its appurtenances, or to its current expenses, or to the purchase of necessary machinery or the renewal thereof; and the board of directors of said company may like¬ wise distribute and pay any net annual incomes and profits to the stock¬ holders, after paying the interest on the said bonds, and providing for 714 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. any sinking fund required to be created and kept. To have and to hold the said railway, property, premises, interests, rights and appurtenances mentioned as aforesaid, and hereby conveyed, or intended so to be by this conveyance, unto the said party of the second part, as such trustees as aforesaid, and to their successors in said trust, or assigns, to and for the only use, benefit and behoof of the said trustees and their cestui que trust, their successors and assigns, forever, but in special trust and con¬ fidence, and upon the conditions following, that is to say: 1. That this conveyance is for and shall be, by the said party of the second part, their successors and assigns, held, used and owned solely for the benefit and protection and security of the persons and corporations who shall hold and own the bonds about to be issued as aforesaid by the party of the first part, and for enforcing the stipulations of said com¬ pany as to said issue of bonds, and the disposal thereof, and securing the same, and the final payment thereof, in their true intent and meaning, whether contained in said bonds or the interest warrants attached to them, or in this deed. 2. That for the better assuring and confirming the title and powers of the said party of the second part, their successors and assigns, in the said premises and property hereby conveyed, and in and to any premises and property or rights hereafter accruing, or to be acquired by said party of the first part, appurtenant to said railroad, which is intended to pass or to be passed by this conveyance, the said party of the first part, their succes¬ sors and assigns, will and shall, as often as may be lawfully required by the party of the second part, or their successors or assigns, holding the above granted trust, do such acts and make such other and further con¬ veyances and assurances in law as such party of the second part shall, by counsel learned in the law, be advised are necessary for the better carrying out of the object of the parties to this mortgage or deed of trust. 3. That if the said party of the first part, their successors or assigns, shall well and truly pay to the holders of said five millions of bonds, so to be issued and hereby secured, the respective sums of money and in¬ terest due and accruing on said bonds, on the days and times therein mentioned, and according to the tenor and effect of said bonds, then and thenceforth this indenture, and all the estate hereby granted, shall become and be utterly void and of no further effect; and the same shall be, by such payment, wholly annulled and satisfied, without any further receipt or entry of satisfaction of record whatever, but shall be, if required, entered and certified on any record of the same as so satisfied by the party of the second part, or their successors. 4. That until default shall have been made by the party of the first part in the payment of principal or interest of the said bonds, or some of them, or until default shall have been made in respect to something herein required to be done by the said party of the first part, the said party of the first part shall be suffered and permitted to possess, use, occupy, manage and operate the said railroad, property, and franchises and appurtenances, and to renew, replace and repair the same, and every part thereof, and take and receive and use the tolls, rents, issues, incomes and profits thereof, and dispose of the same in any manner not incon¬ sistent with this instrument. CORPORATE HISTORY. 715 5. In case default shall be made in the payment of any interest on any of the aforesaid bonds issued or to be issued, according to the tenor of the coupons thereto annexed, or the provisions hereof; or in case default shall be made in the payment of the principal of said bonds, or any of them, when the same shall become due, without the consent of the holder of such bond on which such default shall occur, the said party of the ■first part hereby covenants and agrees, to and with the party of the second part, and their successors and assigns, that within six months after such default shall have occurred, the same default still continuing, the said party of the first part, on demand of the said trustee or trustees for the time being, shall and will surrender to him or them, or to their agent, the actual possession of the herein granted and demised railway and premises, together with all the books, records, papers, accounts and money of said company, and all management and control thereof; and that all the expenses of taking, holding, managing and operating said prop¬ erty, if possession be so taken, shall be paid from the incomes and profits thereof; and if said property shall, after such taking possession thereof, be sold, then from the sale thereof, or such expenses may be paid from the sale of any personal property, as the said trustees may deem proper. And that said party of the second part, and their successors, having taken such possession, may manage, operate and control said road and property, and all of its affairs, and appoint all needful agents and employees for that purpose, and pay the same, and receive all the incomes, issues and profits thereof, and apply the same to the payment of the said interest so in default, according to the true intent and tenor of the said bonds and the coupons annexed, and to the terms of this deed, until such default shall have been satisfied, if such incomes and profits will satisfy the same —first paying all expenses of such possession and management, and all taxes, assessments, charges and prior liens on the said property, and a just compensation for their own services as such trustees. But in any and all cases of such taking of possession by said party of the second part, and paying up any such default, and the expenses aforesaid, the said party of the second part shall immediately thereafter redeliver the said railway and premises, books, records, and money and accounts, into the possession of the party of the first part; provided, that no such de¬ mand for such possession shall be made by such trustees or trustee until they shall have been required by the holders of at least the one-half of all of the said issue of bonds which shall then be unpaid and outstanding, to make such demand, and to take such possession of said road and property. 6. That in case default shall be made as aforesaid, and shall continue as aforesaid, it shall be lawful for the party of the second part, or their suc¬ cessors in said trust, after entry as aforesaid, or other entry, or without entry, personally, or by agent or attorney, to sell and dispose of, to the highest bidder, all and singular the premises hereby conveyed, or in¬ tended so to be, as an entirety, at public auction, in the city of Logans- port, Indiana, at such time as said party of the second part may appoint, first having demanded of the party of the first part full payment of all money then in default, and also first having given sixty days’ notice of yi6 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. such time and place of sale, and a full description of the property so to be sold, by advertisements thereof in three newspapers—one published in the state of Ohio, one published in the state of Indiana, and one pub¬ lished in the city of New York—and to adjourn said sale from time to time, in their discretion; and if adjourned, to make such sale in manner aforesaid, without further notice, at the time and place to which it may be so adjourned; and upon such sale, and receiving the purchase money therefor, to convey the same by good and sufficient conveyances to the purchaser or purchasers; and such sale, and conveyance so made, shall convey all the right, title, estate, interest and property of the said’ party of the hist pait, of, in and to the said road, premises, franchises and property to the said purchaser, in fee simple, forever, and shall be a perpetual bar, both in law and equity, against the said party of the first part, and their successors and assigns, and against all and every person claiming or to claim the said premises, or any part thereof, under them, fore\ er, and, aftei deducting from the proceeds of such sale the expenses of the sale and conveyance, and all advances or liabilities which may have been made or incurred by the party of the second part, in operating and controlling and maintaining the said railroad and property, and in managing its business and affairs while in possession, and all payments for taxes, charges, assessments and liens prior to the lien of these pres-’ ents on said premises, or any part thereof, as well as reasonable com¬ pensation for their own services, to apply the proceeds of such sale to the payment of the interest of said five millions of dollars of bonds, or so many of them as shall have been issued by said party of the first part and be then outstanding, pro rata, until all such interest shall be paid, and afterwards to apply the remainder to the payment of the principal of said bonds, pro rata, until such principal shall be paid; and if any surplus remain, after paying all of said matters, to pay such surplus to the party of the first part; and such payments shall be so made on said bonds whether the same shall have become due or not at the time of such sale; provided, that said trustee or trustees may, in their discretion, sell the said premises as an entirety, subject to any or all mortgage liens on the same, or any part thereof, which may at the time have priority over the lien of these presents, and, on doing so, shall make legal distribution of the proceeds of such sale accordingly. It is hereby declared that the receipt of said trustee or trustees making any such sale to the purchaser of the premises, for the purchase money, shall be a full and sufficient discharge of such purchaser therefor; and that said purchaser shall not, after payment of said purchase money and obtaining such receipt therefor, be liable or in any way bound to see said purchase money applied to this trust or otherwise, or in any manner answerable for its loss or misapplication, or obliged to inquire into the authority of making such sale. 7. At any sale of the property aforesaid, or any part thereof, made by virtue of these presents or by judicial authority, the said trustee or trustees may bid for and purchase, or cause to be purchased, the property so sold, or any part of it, in behalf of the holders of said bonds secured by this deed then outstanding, at a reasonable price, if only a part be CORPORATE HISTORY. 717 sold; blit if the whole property be sold, at a price not exceeding the whole amount of said bonds and interest then outstanding. 8. If default be made by the party of the first part, in payment of any half-year’s interest on any of said bonds, and the warrant or coupon of such interest shall have been presented and its payment demanded, and such default shall have continued six months after such demand, without the consent of the holder of such coupon or bond, then and thereupon the principal of all of the said bonds hereby secured shall be and become im¬ mediately due and payable, anything in such bonds to the contrary not¬ withstanding; and the said party of the second part may so declare the same, and notify the party of the first part thereof, and, upon the written request of the holders of a majority of the said bonds then outstanding, shall proceed to collect both principal and interest of all such bonds out¬ standing, by foreclosure and sale of said property, or otherwise, as herein provided. 9, It is hereby mutually agreed by the parties hereto, that the trustees shall be responsible only for gross negligence and willful default, and that they shall not be bound to do any act touching the execution of the trust, except at their own option, which may involve them in personal expense or liability, unless first duly and satisfactorily indemnified against the same by one or more of said bondholders. In case of the death, resignation or inability to act of any trustee, the board of directors may appoint a successor; and, failing to so appoint, any court of competent jurisdiction in either of said states may appoint a trustee to fill such vacancy, on the application of the holders of the one- sixth part of the bonds hereby intended to be secured then outstanding; and such appointment by the board, or by such court, shall invest the trustee so appointed with all the interest, estate, power and authority in the premises, and subject him or them to the same obligations hereby given and granted to the party of the second part herein. And the said party of the first part hereby further covenants and agrees with the party of the second part and their successors, .and with the holders of each and all of the said issue of five millions of bonds which may be issued, that the said party of the first part will create and make a sinking fund for the redemption of such bonds, and each of them, by setting aside and depositing with a sinking fund commissioner or commissioners, to be appointed by the party of the first part for that purpose, from and after the first day of February, in the year 1871, and annually thereafter, until the maturity of said bonds, from the net earn¬ ings of the said road and property, after the payment of all the interest on said bonds, and also the interest on all bonds having prior liens on said property, or any part of it, an amount of money equal to the one-half of one per cent, of the principal amount of all such bonds hereby secured which shall then be outstanding. Such sinking fund moneys shall, from time to time, under the orders of the party of the first part, be invested in the purchase of the bonds so issued, or in the first mortgage bonds of the party of the first part, or any of the companies forming the said Columbus, Chicago and Indiana Central Railway Company by consolida¬ tion as aforesaid, or in bonds of the Government of the United States, 718 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. or of the states of Ohio, Indiana or Illinois; and the money accruing on any and all of such investments for interest, as fast as the same shall be received, shall be added and paid into said sinking fund, and compounded therein continually, and reinvested in like manner with the other money of said fund. That the board of directors of said railway company, party of the first part, shall have entire control over the management of said sinking fund, and every person in charge of or connected with the same, and shall, from time to time, direct in what bonds or securities it shall be invested, and at what prices or rates, and how it shall be kept, and the manner of keeping the accounts thereof; and shall require ample security to be given to them by any person or corporation in charge of its moneys, or its securities or bonds, for its safe keeping. Every bond of the said issue of five millions, which may be purchased and held by said sinking fund, shall remain in full force until the whole of such issue shall have matured, or shall have been so absorbed, or otherwise redeemed by said party of the first part, or until canceled, as hereinafter provided; and the interest on such bonds, held by said sinking fund, shall be paid by said railway company regularly, as the interest on its other similar bonds is paid; and such bonds so in the sinking fund shall, as to the annual amount of money to be paid from net earnings into said fund, be regarded as outstanding. At the annual meeting of the stockholders in the year 1872, and at each annual meeting thereafter, all bonds of said issue, and the coupons thereon, then being in the sinking fund, purchased by said fund as afore¬ said, shall be withdrawn from said fund and canceled, and so certified by the commissioner and treasurer of the company, and the signatures thereto mutilated; and in place thereof, the treasurer of the company shall give to the commissioner a receipt therefor, specifying the same and such cancellation, which receipt shall be filed in the office of said fund,, and shall, semi-annually, draw and entitle said sinking fund to the same amount of interest as the bonds so canceled would have done, and for the same purposes. And the said party of the first part does hereby further covenant, to and with the party of the second part, and their successors, trustees as aforesaid, and to and with every person who shall be the holder of any one of said issue of five millions of dollars of bonds, that of the said issue the sum of two millions five hundred thousand dollars, numbered from No. 2501 to No. 5 °° 0 > inclusive, shall be set aside, and appropriated and used only in exchange for and to satisfy the two millions four hundred and sixty-four thousand dollars of bonds, as hereinbefore mentioned and recited, and which were, before said consolidation of the said party of the first part, made and issued by the several companies heretofore owning parts of said railway. That such payment or exchange of said two millions five hundred thou¬ sand dollars of bonds shall be made on such terms and at such times as- may be ordered by the board of directors of said company; but that none of said sum of two millions five hundred thousand dollars of bonds, hereby secured, shall be exchanged or paid out for the bonds so to be I CORPORATE HISTORY. 719 satisfied and redeemed by them as aforesaid, at less than dollar for dollar; that said two millions five hundred thousand dollars of said issue of $5,000,000, hereby secured or intended so to be, shall not be issued, used or disposed of, or paid out for any other purpose, or on any other pretense or manner whatever, and if they cannot be so paid out or exchanged, they shall be destroyed. The said party of the first part may, nevertheless, in order to make such redemption or exchange in any case, sell any bond or bonds of said amount for money, and with the proceeds purchase and redeem not less than an equal amount of the bonds so to be paid and redeemed by them. The board of directors of said company, party of- the first part, shall appoint some suitable person, or corporation, to act as bond fund com¬ missioner, who shall have the sole charge and custody of the said $2,- 500,000 of said bonds, and of the issuing, exchanging and disposing of the same in the redemption of the bonds they are issued to redeem. The bond fund commissioner shall be governed in all respects by the orders of the board and these presents, and shall report his or its action therein to the board of directors of said company as often as required. When any one of said several bonds, so herein provided to be redeemed, shall be so exchanged for, and received by said commissioner, the same shall not be canceled, unless the same be not secured by mortgage, until all of the class and issue of bonds to which it belongs shall have been redeemed by exchange or otherwise; but shall be registered by him as an exchanged bond, with the name of the owner who exchanged it, and the number and amount of the bond given in exchange for it, and filed away and safely kept by said commissioner for the following purpose, but for no other purpose or use whatever, to wit: In case suit for default in the payment of interest or principal on any of the class of bonds exchanged for the bonds secured by this mortgage, be instituted for the foreclosure and sale of the railway and property of the company, or in case of the fore¬ closure and sale of the railway and property of the company, the holders of any of the bonds received in exchange for any bond of the class on which said suit is instituted, or foreclosure and sale made, shall have the privilege of returning to the bond commissioner the bond so received - by him, and receive therefor the bonds for which he exchanged the same, equalizing the interest; and on such re-exchange, the bond so returned by said bond fund commissioner, shall be and remain in full force, and with any existing lien it may have, and inure in all respects to the person who exchanged it, as fully as if it had never been exchanged. Whenever all of the said bonds of any one issue or class shall have been exchanged for or redeemed, said commissioner shall cancel and annul them all, and notify said board of directors thereof, and thereupon the said party of the first part shall cause the mortgage securing the issue or class of bonds so wholly exchanged for or redeemed, to be canceled and satisfied on the records thereof. All of said bonds unsecured by mortgage shall be can¬ celed by the bond fund commissioner when the same shall be exchanged for or redeemed. It is understood and agreed, by and between the par¬ ties hereto, that no individual liability shall attach to any stockholders of the party of the first part in behalf of the holders of any of the bonds 720 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. secured by this mortgage or deed of trust, and that the holders of said bonds rely solely on the property, right and franchises of the party of the first part covered by this mortgage, and the stipulations and covenants of the said party of the first part herein contained, for the payment of the principal and interest of the bonds so held by them. In witness whereof, The said Columbus, Chicago and Indiana Central Railway Company, the party of the first part, has caused these presents to be executed and signed by the president of their company, and attested by their secretary, in their behalf and for the said company, and has caused the corporate seal of the said company to be hereto affixed, the day and year first above written; and the parties of the second part have hereunto set their hands and affixed their seals, the same day and year aforesaid. The Columbus, Chicago and Indiana Central Railway Co., By B. E. SMITH, President. Attest: G. MOODIE, Secretary. F. R. FOWLER, [seal] J. T. THOMAS, [seal] Trustees. Executed in presence of AMOS TENNEY, EDWARD G. JUDSON. [The legal U. S. revenue stamps affixed to the bonds.] Acknowledged by Benj. E. Smith, president, before Francis Collins, notary public, Franklin county, Ohio, December 15, 1868. Acknowledged by Frederick R. Fowler and Joseph T. Thomas, trustees, before William Girod, notary public, city and county of New York, N. Y., January 5, 1869. Recorded, Franklin county, Ohio, January 19, 1869, mortgage book 30, page 609, and in other counties along the line in January, 1869. MORTGAGE. Columbus, Chicago and Indiana Central Railway Company to Archibald Parkhurst and John B. Thompson, Trustees. Dated April 28, 1870. Securing $10,000,000 convertible bonds of $1000 each, dated February 1, 1870, payable February 1, 1890, bearing 7 per cent, interest. This indenture, made this twenty-eighth day of April, in the year of our Lord one thousand eight hundred and seventy, between the Colum¬ bus, Chicago and Indiana Central Railway Company, a corporation of the states of Ohio, Indiana and Illinois, the party of the first part, and Archibald Parkhurst and John B. Thompson, trustees upon certain trusts hereinafter specified and provided, the party of the second part, witnesseth: Whereas, At a meeting of the board of directors of the said Columbus, Chicago and Indiana Central Railway Company, duly held on the twenty- CORPORATE HISTORY. 721 eighth day of April, A. D. 1870, the said board adopted the following resolutions: Resolution 1. That there be issued convertible bonds of this company to an amount not exceeding ten millions of dollars, if so much shall be necessary, for the purposes hereinafter mentioned, in sums of one thou¬ sand dollars each, signed by the president and secretary, and authenti¬ cated, when issued, by the certificate of trustees, numbered consecutively, bearing date the first day of February, A. D. 1870, payable to J. Edgar Thomson, or bearer, in the city of New York, at the pleasure of the company, after the first day of February, in the year one thousand eight hundred and ninety, with interest at the rate of seven per cent, per annum from the first day of February, 1870, to be paid at the agency of .the company, in the city of New York, semi-annually, from the interest fund derived from the earnings and revenues of the railway of the com¬ pany, as hereinafter limited and provided. Resolution 2. The holders of any of the bonds so issued shall be entitled, at any time within fifteen years from the said date of the same, to convert any of them into preferred capital stock of the company, at its par value, bearing a dividend of seven per cent, out of said interest fund, as hereinafter limited and provided, and prior to the payment of any dividend on the common stock of the company. Such provisions shall be made in said bonds as to their transfer and registration as the president of the company may deem proper to incorporate into said bonds. The person appearing on the register of the company as the holder of any bond at the time of any meeting of the stockholders of the company, shall be entitled to vote, either by person or proxy, at such meeting, for every one hundred dollars of the par amount thereof. The said bonds shall contain an express waiver of all recourse by the holders of the same to any individual liability of the stockholders of this company. Resolution 3. The interest fund, and the amount thereof which may be applied to the payment of the seven per cent, interest on the said conver¬ tible bonds, and the seven per cent, dividend on the preferred stock created by the conversion of said bonds into such stock, shall be ascer¬ tained annually, and applied as follows: 1. From the gross and entire revenue and income of the railroad and its appurtenances owned by the company there shall, during each year, commencing on the first day of February, of the year one thousand eight hundred and seventy, be deducted all taxes and assessments of every kind on the said railroad, its appendages and business; also all pro rata bridge tolls, all drawbacks allowed on freight traffic, and terminal ex¬ penses allowed to other railroad corporations on through business be¬ tween the east and the west, and all amounts paid to the Chicago and Northwestern Railroad Company per passenger and per hundred on freight for the use of their road, until the railroad of this company is completed to its terminus in Chicago. 2. After making the deductions aforesaid from said entire gross earn¬ ings and revenues, thirty per cent, of the remaining balance shall each year be applied as follows, and in the order following: 46 722 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. First. To pay the interest on fifteen millions of bonds, being the in¬ terest on bonds of the Columbus, Chicago and Indiana Central Railway Company, and on the bonds which they are to represent and be exchanged for, as provided in the mortgage deed of said company, dated February 20, 1868, reference being thereto had. To pay also the interest on eight hundred and twenty-one thousand dollars of outstanding second mort¬ gage bonds of the Columbus and Indianapolis Central Railway Company, dated November 1, 1864. Second. To pay the salaries and other expenses of keeping up and incident to the corporate organization, not exceeding, however, twenty thousand dollars. Third. To pay out of said thirty per cent, so much thereof as may be net earnings, and required by the provisions of said mortgages to be so applied to the sinking fund. Fourth. The balance and residue of said thirty per cent, shall be deemed and taken to be the interest fund, for the payment of the interest on the then outstanding convertible bonds, hereby authorized to be issued, and on the preferred stock created by the conversion of said bonds into preferred stock. Provided, That so much of said interest fund, as in the opinion of this company may be necessary for that purpose, may, from time to time, be used in adjusting the present outstanding bonds of the company, and the companies merged in this company by consolidation, so as to make the bonded debt of this company conform to the agreement by which said bonded debt is to be reduced to fifteen millions eight hundred and twenty- one thousand dollars, as provided in the first item of the fourth resolution of this board, hereinafter set forth. 3. Whenever, in any year, the said interest fund exceeds the interest on the then outstanding convertible bonds, and the seven per cent, dividends on the said preferred stock, and the said interest and dividends previously accruing on the same have been fully paid, the balance of said interest fund of such years shall be applied to the sinking fund required by said prior mortgages, or such other purpose as the company may legitimately direct; and such preferred stock shall not be entitled to a dividend, in any year, beyond said seven per cent. 4. Whenever, in any year, said interest fund is not sufficient to pay in full the interest and dividends aforesaid, on said outstanding convertible bonds and said preferred stock, the said interest fund shall be apportioned ratably on all of said bonds and stock, and the balance of said interest and dividends unpaid, shall stand as a charge upon, and to be paid with¬ out interest out of any interest fund accruing in any subsequent year. Resolution 4. The said convertible bonds shall, under the direction of the board of directors of the company, be negotiated for the purposes following: First. To take up, retire and cancel so much of all the bond indebtedness now existing prior in date to these presents against the company (made by it or made by any company merged in this company by consolidation), as that the said bond indebtedness shall be reduced to fifteen millions eight hundred and twenty-one thousand dollars, leaving outstanding of the present existing bonded debt the fifteen millions first CORPORATE HISTORY. 723 mortgage bonds of this company, and eight hundred and twenty-one thousand dollars of the second mortgage bonds of the Columbus and Indianapolis Central Railway Company. Second. To fund and pay all other existing indebtedness of the company, and also issue so many of said convertible bonds as may be further required by, and in performance of the terms of, an agreement between the company and the Pittsburgh, Cincinnati and St. Louis Railway Company, and the Pennsylvania Rail¬ road Company, dated February 1, 1870. Resolution 5. That a deed of conveyance be prepared and signed by the president of this company, sealed with its seal and attested by the secretary, and acknowledged and delivered in the name and behalf of this company, conveying to Archibald Parkhurst and John B. Thompson, as trustees, the road of this company, and its appurtenances and appendages, and all its property, now owned or hereafter acquired, with its franchises and income, to secure the faithful application of the said interest fund, as hereinbefore described, to the purposes above mentioned, and in such form and with such provisions as the president of the company, by exe¬ cuting the said deed, shall approve. And whereas, The party of the first part hath made and executed the said convertible bonds for ten millions of dollars, of the numbers, form, denomination and character prescribed in said resolutions of the board of directors of said company, and which issue of convertible bonds and the execution of these presents has been approved by the stockholders of said company: Now, therefore, In further pursuance of said resolutions, and to the end and purpose of assuring the application of the above described interest fund to the interest and dividends above mentioned, to the extent and in the manner above specified: This indenture witnesseth, That the party of the first part, in considera¬ tion of the premises, and for the further consideration 'of one dollar, to it in hand paid, the receipt whereof is hereby acknowledged, doth hereby grant, bargain, sell and convey to the said party of the second part, as joint tenants and not as tenants in common, and to the heirs and assigns of the survivor, all the right, title and interest of the said party of the first part in and to the entire railroad of the party of the first part, lying, being and extending from its terminus, in the city of Chicago, in the state of Illinois, southward to the state of Indiana, and thence to the city of Richmond, in the state of Indiana, and thence, eastward, to the city of Columbus; and also extending from said city of Richmond, westward, to the city of Indianapolis, in the same state, and also extending from the main line aforesaid, at a point in Miami county, Ohio, westward, to the Indiana state line, at Union City, and thence, westward, to the line of the state of Illinois, in the direction toward Peoria (being the line of railroad commonly called the Columbus, Chicago and Indiana Central Railway), together with all the lands, tenements, hereditaments, fixtures, buildings, cars, engines, tools and machinery, goods and chattels, rents, income, tolls, issues and profits from every source whatsoever, franchises, privi¬ leges, interest and estate, of the first party, appertaining thereto, including all the property which the party of the first part now possesses and owns, or may hereafter acquire. 724 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Provided, however, That the grant and conveyance aforesaid shall not include, nor operate to transfer, nor be held to prohibit the party of the first part from selling and conveying any land which said company owns, that is not and need not be used for any purpose incident to the manage¬ ment or the business of said railroad company, or the repairs of its road; nor be held to prohibit the party of the first part from applying any money or personal property belonging to said company to the repairs of said road, or its appurtenances, or to its current expenses, or to the purchase of the necessary machinery or the renewals thereof; and the board of directors may lawfully distribute and use, each year, the annual net profits and income, after first satisfying the interest on said convertible bonds and the dividends on said preferred stock out of the interest fund above specified. In trust, nevertheless, for the persons and corporations, and for the benefit and security of the persons and corporations who shall hold or own the said convertible bonds, or who shall be entitled to dividends upon the preferred stock hereafter created, by the conversion of said bonds into preferred stock, as follows: Article 1. The intention of these presents is, and is hereby declared to be, that all of the said bonds shall be equally secured by these presents, in proportion to the amount of the principal thereof outstanding and un¬ paid, with the interest on the said principal accrued and unpaid, and the dividends on the preferred stock into which they may be converted, with¬ out discrimination or preference with respect to the times of the actual issue of the said bonds or the maturing of any interest or dividends in the premises. Art. 2. Until default shall be made, in respect to something herein to be done or kept, by the party of the first part, it shall be suffered and permitted to possess, operate, manage and enjoy its said railway, with its equipment, appendages and appurtenances, and to take and use the rents, incomes, profits and issues thereof, in the same manner and with the same effect as if this deed had not been made. Art. 3. In case default shall be made in the application of the annual interest fund, defined in the resolutions of the board of directors of the first party, hereinbefore recited and set forth, to the payment of the interest upon the above described convestible bonds, or to the payment of the dividends upon the preferred stock created by the conversion of said bonds into preferred stock; and if such default shall continue for the period of twelve months, then, and in that case, upon the requisition of the holders of two-thirds of outstanding convertible bonds and pre¬ ferred stock, it shall be lawful for the said trustees, or the survivor of them, or their or his successors, personally, or by their or his agents or attorneys, to enter into possession of all the premises hereby conveyed or intended so to be, and have, hold, use, operate and manage the same, and make all needful and useful repairs, alterations and additions thereto, as may by them or him be deemed judicious, and collect and receive all earnings, rents, issues and profits; and, after deducting the expenses of operating and managing, and the repairs, additions, alterations, payments for taxes and assessments, all liens prior to the lien of these presents, and a just compensation for services, the said trustees shall apply the residue CORPORATE HISTORY. 725 of the moneys arising as aforesaid, to the payment of interest in the order in which such interest shall have become, or shall become due ratably to the persons holding the convertible bonds and owning the preferred stock aforesaid, and entitled to such interest or dividends on said pre¬ ferred stock; and, after paying all interest and dividends that shall be then payable, as herein above provided, apply the same to the satisfaction of the principal of the aforesaid bonds which may be at that time issued and outstanding, and without discrimination or preference. Art. 4. In case default is made as aforesaid, and shall continue as aforesaid, then, and in that case, upon requisition as aforesaid, it shall likewise be lawful for the said trustees, or the said survivor of them, or their or his successors, after entry as aforesaid, or other entry, or with¬ out entry, personally, or by their or his attorney or agent, to sell and dispose of all and singular the premises hereby conveyed, or intended so to be, at public auction, in the city of Columbus, in the state of Ohio, or at such place, within any of the states in which any part of the said rail¬ way is situate, which the said trustees may designate, and at such time as they may appoint, having first given notice of the place and time of sale by advertisement, published in one or more newspapers in the cities of New York, Philadelphia, Pittsburgh, Columbus and Chicago, and to adjourn said sale from time to time, in their or his discretion, and if so adjourning, to make the sale at the time and place to which the same may be so adjourned; and to make and deliver to the purchaser or pur¬ chasers thereof, good and sufficient deed or deeds in the law in fee simple; which sale, so made, shall be a perpetual bar in law and equity against the party of the first part, and all persons claiming by, through or under the first party; and after deducting from the proceeds of such sale all just allowances for attorneys’ fees, and all other charges, taxes, assessments, prior liens and expenses, as in the preceding article men¬ tioned, apply the proceeds to the payment of the interest on said out¬ standing convertible bonds, and the dividends upon said preferred stock then unpaid, and to the payment of the principal of the said outstanding convertible bonds, without discrimination or preference, but ratably to the aggregate amount of the unpaid interest, dividends and principal of said bonds; and if, after satisfaction thereof, a surplus of said proceeds shall remain, to pay over the same to such other parties as may be entitled to the same. Art. 5. And it is hereby declared that the receipt or receipts of the said trustees shall be a sufficient discharge to the purchaser or purchasers of the premises for his or their purchase money, who shall not be liable to see to the application thereof, or for any loss or misapplication of the same, nor be obliged to inquire into the necessity or authority of or for any such sale. Art. 6. The first party shall, from time to time, and as often as hereafter thereunto requested by the trustees, execute, acknowledge and deliver all such deeds and assurances in the law, for the better assuring to the trustees and their successors in the trust, upon the trusts herein ex¬ pressed, the railway, equipment and appurtenances hereinbefore conveyed, or intended so to be, and all other property and things whatsoever, which may be hereafter acquired for use in connection with the same, or any 726 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. part thereof, and all franchises now held or hereafter acquired, including the franchises to be a corporation, as by the trustees, or the survivor, or their successors, or by counsel learned in the law, shall be reasonably advised or required. Art. 7. In case of the death, resignation or inability to act of any of said trustees, the board of directors of the party of the first part may appoint a successor, and failing to so appoint, any district or circuit court of the United States, in either of the states of Ohio, Indiana or Illinois, may appoint a trustee to fill such vacancy on the application of the holders of one-sixth of said bonds then outstanding, or of one- sixth of said preferred stock; and such appointment by the board, or by such court, shall invest the trustee so appointed with all the interest, estate, power and authority in the premises, and subject him or them to the same obligations hereby given and granted to the party of the second part herein. Art. 8. It is hereby mutually agreed by the parties hereto, that the trustees shall be responsible only for gross negligence and willful default, and that they shall not be bound to do any act touching the execution of the trust, except at their own option, which may involve them in personal expense or liability, unless first duly and satisfactorily indemni¬ fied against the same by one or more of said bondholders or preferred stockholders. Art. 9. If the said first party shall apply each year, and at the times and in the manner hereinbefore recited and specified, the annual interest fund hereinbefore described, and in the manner and to the extent herein specified, and shall well and truly keep and perform all the things herein required to be kept and performed by it, according to the true intent and meaning of these presents, then, and in that case, the estate, right, title and interest of the said parties of the second part shall cease, determine and be void; otherwise the same shall be and remain in full force. In witness whereof, The said Columbus, Chicago and Indiana Central Railway Company, the party of the first part, has caused these presents to be executed and signed by the president of its company, and attested by its secretary, for and in behalf of the company, and has caused the cor¬ porate seal of the company to be hereto affixed, the day and year above written; and the parties of the second part have hereunto set their hands and affixed their seals, the same day and year aforesaid. The Columbus, Chicago and Indiana Central Railway Co., By B. E. SMITH, President. Attest: G. MOODIE, Secretary. A. PARKHURST, [seal] JOHN B. THOMPSON, [seal] Signed, sealed and acknowledged in presence of Trustees. L. S. FOUNTAIN, E. M. DOUGLAS. { SEAL C-,C.&I. C.Ry.Co. J Acknowledged by B. E. Smith, president, before W. F. Doggett, notary public, Franklin county, Ohio, May 9, 1870; and by A. Parkhurst and John B. Thompson, trustees, before A. D. W. Baldwin, notary public, New York City, May 2, 1870. CORPORATE HISTORY. 727 CHICAGO, ST. LOUIS AND PITTSBURGH RAILROAD COMPANY (OF INDIANA ). 1 CERTIFICATE OF INCORPORATION. Whereas, On or about the 20th day of February, 1868, the Columbus, Chicago and Indiana Central Railway Company, being then a corpora¬ tion existing under the laws of the states of Ohio, Indiana and Illinois, formed by the consolidation of certain other railroad companies under the laws of the said states respectively, was the owner of a certain railway extending from the city of Chicago, in the state of Illinois, through the county of Cook, in said state, southward to the state of Indiana, and through the counties of Lake, Porter, La Porte, Starke, Pulaski, Cass, Howard, Tipton, Madison, Henry and Wayne, in Indiana, to the city of Richmond, in the state of Indiana, and thence eastward to the boundary line of the state of Ohio, and through the counties of Preble, Darke, Miami, Champaign, Union, Madison and Franklin, in the state of Ohio, to the city of Columbus, Ohio, and also extending from the city of Richmond, aforesaid, westward through the counties of Wayne, Henry, Hancock and Marion, to the city of Indianapolis, in the state of Indiana, and also extending from the main line aforesaid at a point in Miami county, Ohio, westward, through the county of Darke, in Ohio, to the Indiana state line at Union City, and thence westward, through the counties of Randolph, Jay, Blackford, Grant, Miami, Cass, White, Jasper and Newton, in Indiana, to the line of the state of Illinois, in the direc¬ tion toward Peoria; altogether being in length of railway about five hundred and eighty-six and one-half (586JD miles, about four hundred and twenty-four and one-half (424^2) miles thereof being in the state of Indiana, about one hundred and thirty-four and one-half (134^2) miles thereof being in the state of Ohio, and about twenty-seven and one-half (27J4) miles thereof being in the state of Illinois. And whereas, On or about the said 20th day of February, 1868, the said railway company executed a mortgage or deed of trust, dated that day, to James A. Roosevelt and William R. Fosdick, conveying all the said railway in the said three states, together with all the said company’s franchises, equipments, property, tolls, issues and profits; and all its lands, tenements, buildings, fixtures, machinery, goods and chattels connected with or used in the using or operating of said railway, or appurtenant thereto; and all its rails, ties, fuel, fencings and erections, and all its rights of way and easements, and all cars, engines and tools, and all rents, reser¬ vations and reversions of every nature and kind whatever, including all the property between said terminal points, which said railway company owned or possessed on the 20th day of February, 1868, or has since acquired, either in law or in equity, of every kind whatever appurtenant thereto. The object of said mortgage or deed of trust being to secure the payment of the principal and interest of bonds of said Columbus, Chicago and Indiana Central Railway Company, amounting to fifteen million dollars. 1 See page 94 . 7-28 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. And whereas, Afterwards, suits in equity were brought in the Circuit Courts of the United States for the northern district of Illinois, the district of Indiana and the southern district of Ohio, western division, wherein James A. Roosevelt and William R. Fosdick were complainants, and the said Columbus, Chicago and Indiana Central Railway Company, Frederick R. Fowler, Archibald Parkhurst and John B. Thompson were defendants, for the purpose of procuring a decree of foreclosure upon the said mortgage or deed of trust; and in each of the said suits William L. Scott was made a party and filed his cross bill against all the said complainants and defendants; and such proceedings were had in each of said courts that, upon the original bills and the answers thereto, and upon said cross bills of said Scott and the answers thereto, a final decree was rendered by the said Circuit Court for the northern district of Illinois, and also by the said Circuit Court for the district of Indiana, the decree of the former court being entered on the 15th day of November, 1882, and that of the latter court being entered on the 16th day of Novem¬ ber, 1882; and a like decree was rendered by the said Circuit Court for the southern district of Ohio, western division, dated and entered on the 23d day of November, 1882; and in and by said decrees it was ordered, adjudged and decreed, that the said mortgage should be foreclosed, and that the property therein mentioned should be sold as an entirety; and in the said decrees the property thereby ordered to be sold was described as follows, to wit: All and singular the entire railroad of the Columbus, Chicago and Indiana Central Railway Company, lying, being and extending from its terminus in the city of Chicago, in the state of Illinois, through the county of Cook, in said state, southward to the state of Indiana, and through the counties of Lake, Porter, La Porte, Starke, Pulaski, Cass, Howard, Tipton, Madison, Henry and Wayne, in Indiana, to the city of Richmond, in the state of Indiana, and thence eastward to the boundary line of the state of Ohio, and through the counties of Preble, Darke, Miami, Champaign, Union, Madison and Franklin, in the state of Ohio, to the city of Columbus, Ohio, and also extending from the city of Rich¬ mond, aforesaid, westward through the counties of Wayne, Henry, Han¬ cock and Marion to the city of Indianapolis, in the state of Indiana, and also extending from the main line aforesaid at a point in Miami county, Ohio, westward, through the county of Darke, In Ohio, to the Indiana state line at Union City, and thence westward, through the counties of Randolph, Jay, Blackford, Grant, Miami, Cass, White, Jasper and New¬ ton, in Indiana, to the line of the state of Illinois, in the direction toward Peoria; altogether being in length of railway about five hundred and eighty-six and one-half (58654) miles, about four hundred and twenty-four and one-half (42454) miles thereof being in the state of Indiana, about one hundred and thirty-four and one-half (13454) miles thereof being in the state of Ohio, and about twenty-seven and one-half (27*4) miles thereof being in the state of Illinois; with all its franchises, equipments, property, tolls, issues and profits; and all its .lands, tenements, buildings, fixtures, machinery, goods and chattels, connected with or used in the using or operating of said railway, or appurtenant thereto; and all its CORPORATE HISTORY. 729 rails, ties, fuel, fencing and erections, and all its rights of way and ease¬ ments, and all cars, engines and tools and all rents, reservations and reversions of every nature and kind whatever, including all the property between said terminal points which said railway company owned or pos¬ sessed on the 20th day of February, 1868, or has since acquired, either in law or in equity, of every kind whatever pertinent thereto, but not in¬ cluding or operating to include any lands, goods, chattels, property, machinery, equipments, or other matters, which said company then owned or has since acquired, not necessary for use for any purpose incident to the management or operation of said railway or of the repair thereof, or in the business of said railway company; nor any right of way, easement, franchises, power or corporate right to build a railway from Chicago to Galena, or to any other place westward of Chicago, possessed and owned by the said railway company, or granted to them or to the Chicago and Great Eastern Railway Company, or to any persons or body corporate of whom said railway company was the successor or assignee on or before the 20th day of February, 1868; but expressly including all right, title, interest, claim or demand, and all money, rents and property held and owned by, or recovered or to be recovered by said Roosevelt and Fosdick, as receivers or trustees by decree of the Circuit Court of the United States, for the district of Indiana, upon their cross bill in a certain suit brought by the Pittsburgh, Cincinnati and St. Louis Railway Company against said Columbus, Chicago and Indiana Central Railway Company, and now pending upon appeal in the Supreme Court of the United States, or otherwise, and all rights of action included in said cause or asserted by them as receivers or trustees therein or otherwise, and all rents which have accrued from the Pittsburgh, Cincinnati and St. Louis Railway Company, and all right to recover the same against said company, or as against the Penn¬ sylvania Railroad Company, under and by virtue of the lease and amended lease named in said decrees of said courts; together with the right, at the option of the said purchaser, to elect to continue said lease in force as against said lessee, the Pittsburgh, Cincinnati and St. Louis Railway Company and its guarantor, the Pennsylvania Railroad Company, or, at the option of said purchaser, and with the consent of said lessee and guarantor, to disaffirm and annul the same; also including all estates, properties, rights, titles, and interests which have become vested in and are now held by said Roosevelt and Fosdick, as receivers in said causes, or which shall be held by them at the time of said sale. And whereas, Afterwards and on the tenth day of January, 1883, all the property hereinbefore described was sold at public sale, under and in pursuance of each and all of the said final decrees of the said courts, by the master and commissioner therein named, at which sale the under¬ signed, William L. Scott, John S. Kennedy and Charles J. Osborn, be¬ came the purchasers of all said property, and have since associated with themselves the other persons whose names are hereunto subscribed: all of whom desire and intend to form a corporation under the laws of the state of Indiana, as hereinafter more particularly set forth. Now, therefore, In pursuance of the statutes of the state of Indiana in 730 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. such case made and provided, and especially in pursuance of an act of the General Assembly of the state of Indiana, entitled “ An act to author¬ ize, regulate and confirm the sale of railroads, to enable purchasers of che same to form corporations and to exercise corporate powers and to define their rights, powers and privileges, to enable such corporation to purchase and construct connecting and branch roads and to operate and maintain the same,” approved March 3, 1865, and further, in pursuance of another act of the said General Assembly of the said state of Indiana, supplemental to the foregoing act, entitled “An act supplemental to an act, entitled ‘ An act to authorize, regulate and confirm the sale of railroads, to enable purchasers of the same to form corporations and to exercise corporate powers and to define their rights, powers and privileges, to enable such corporation to purchase and construct connecting and branch roads and to operate and maintain the same,’ approved March 3, 1865, and for the purpose of making the same more definite and certain,” and approved December 20, 1865, we, whose names are hereunto subscribed, do hereby form ourselves into a corporation, for the purpose of owning, maintaining and operating the railway and other property hereinbefore described, free from and discharged of the lease and the amended lease of the Columbus, Chicago and Indiana Central Railway to the Pittsburgh, Cincinnati and St. Louis Railway Company, described in said decrees, and for the transaction of all business connected with the same. And for this purpose we do hereby certify as follows: First. The name and style of the corporation hereby formed shall be the Chicago, St. Louis and Pittsburgh Railroad Company. Second. The number of directors of said corporation shall be nine. Third. The first directors of said corporation shall be: William L. Scott, Erie, Pa.; Charles J. Osborn, New York City; George B. Roberts, Philadelphia, Pa.; J. N. McCullough, Pittsburgh, Pa.; Conrad Baker, Indianapolis, Ind.; Thomas D. Messier, Pittsburgh, Pa.; John P. Green, Philadelphia, Pa.; George Hoadly, Cincinnati, Ohio; Alfred L. Dennis, Newark, N. J. Fourth. The period of service of such directors shall be from the filing of this certificate in the office of the secretary of state of Indiana, until the third Wednesday of March, 1884; and thereafter directors shall be chosen annually on the third Wednesday of March, until otherwise provided in accordance with law. Fifth. The capital stock of the corporation hereby formed shall be thirty million dollars, consisting of three hundred thousand shares of the par value of one hundred dollars each, one hundred thousand of said shares, amounting to the sum of ten million dollars, shall be known as common stock; two hundred thousand shares, amounting to twenty million dollars, shall be known as preferred stock, and shall be entitled to dividends, if earned, at the rate of six per cent, per annum, payable semi-annually, in preference to the payment of any dividend on the com¬ mon stock; such preferred dividends to be cumulative, but dependent upon the profits as declared by the board of directors; and no interest to accrue on delayed dividends. CORPORATE HISTORY. 731 In testimony whereof, we have hereunto affixed our hands and seals this 22d day of February, 1883. WM. L. SCOTT, JOHN S. KENNEDY, CHARLES J. OSBORN, GEORGE B. ROBERTS, j. n. McCullough, THOS. D. MESSLER, CONRAD BAKER, JOHN P. GREEN, ALFRED L. DENNIS. Filed in the office secretary of state of Indiana, March 14, 1883. DEED. William P. Fishback and J. D. Cox, Master Commissioners, to William L. Scott, Charles J. Osborn and John S. Kennedy, Purchasing Committee. Dated February 21, 1883. Conveying railway, properties, franchises of the Columbus, Chicago and Indiana Central Railway Company. This deed of conveyance, made this twenty-first day of February, A. D. one thousand eight hundred and eighty-three, by William P. Fishback, master in chancery of the Circuit Court of the United States for the district of Indiana, and Jacob D. Cox, special master commissioner in chancery of the Circuit Court of the United States for the southern district of Ohio, western division, grantors, to William L. Scott, of Erie, Penn¬ sylvania, and Charles J. Osborn and John S. Kennedy, both of the city of New York, grantees, Witnesseth, That heretofore, in the month of February, 1875, there were filed in the Circuit Courts of the United States for the district of Indiana, the northern district of Illinois, and the southern district of Ohio, respectively, bills of complaint in chancery, wherein James A. Roosevelt and William R. Fosdick were complainants, to which the Columbus, Chicago and Indiana Central Railway Company was made defendant, and afterwards a supplemental bill was filed by them in the said Circuit Court for the district of Indiana, and afterwards, further supplemental bills were filed by them, and also amendments to their said original bills in each of said causes, and said Columbus, Chicago and Indiana Central Railway Company, together with Frederick R. Fow¬ ler, Archibald Parkhurst and John B. Thompson, were severally made defendants thereto and duly served with process in said causes, the object and prayer of which said bills and amendments and supplemental bills of complaint were to foreclose a certain mortgage, or deed of trust, dated February 20, 1868, executed by the said Columbus, Chicago and Indiana Central Railway Company, to the said James A. Roosevelt and William R. Fosdick, as trustees, to secure the payment of the interest 73 2 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. and principal of certain bonds named in said mortgage or deed of trust. ^ And whereas, Afterwards, in the month of October, 1881, William L. Scott appeared and filed his cross bills in the Circuit Courts of the United States for the districts of Indiana, northern Illinois and southern Ohio, western division, respectively, wherein he made the said James A. Roosevelt and William R. Fosdick, Frederick R. Fowler, Archibald Park- hurst, Jr., John B, Thompson, and the Columbus, Chicago and Indiana. Central Railway Company, defendants, in each of which cross bills he claimed to be the holder of bonds secured by the said mortgage or deed, of tiust, to a large amount, and prayed for a foreclosure of said mort¬ gage upon certain terms more particularly described in his said cross bills, and the said defendants were duly served with proper process and required to appear and demur, plead or answer to each of the said cross bills. And whereas, the said Roosevelt and Fosdick filed their answers in said courts respectively, to said cross bills, and said Scott filed in said courts respectively his replications to said answers. And whereas, such proceedings were had in said causes that afterwards, on the 16th day of November, 1882, said causes, so pending in the Circuit Court of the United States for the district of Indiana, coming on to be heard, having been set down for hearing upon the original, amended, supplemental and cross bills of complaint, the answer and replication aforesaid, and the exhibits and testimony, upon which the court being fully advised, did find the equity of the case in favor of said complainants, James A. Roose¬ velt and William R. Fosdick, and of said cross complainant William L. Scott, and among other things, did then and there order, adjudge and decree that the premises, real and personal property, rights and fran¬ chises named in said decree, to wit: All and singular the entire railroad of the Columbus, Chicago and Indiana Central Railway Company, lying, being and extending from its terminus, in the city of Chicago, in the state of Illinois, through the county of Cook in said state, southward to the state of Indiana, and through the counties of Lake, Porter, La Porte, Starke, Pulaski, Cass, Howard, Tipton, Madison, Henry and Wayne, in Indiana, to the city of Richmond, in the state of Indiana, and thence eastward to the boundary line of the state of Ohio, and through the counties of Preble, Darke, Miami, Champaign, Union, Madison and Franklin, in the state of Ohio, to the city of Columbus, Ohio, and also extending from the city of Rich¬ mond aforesaid, westward through the counties of Wayne, Henry, Han¬ cock and Marion, to the city of Indianapolis, in the state of Indiana, and also extending from the main line aforesaid at a point in Miami county, Ohio, westward through the county of Darke, in Ohio, to the Indiana state line at Union City, and thence westward through the counties of Randolph, Jay, Blackford, Grant, Miami, Cass, White, Jasper and New¬ ton, in Indiana, to the line of the state of Illinois, in the direction towards Peoria, altogether being in length of railway about five hundred and eighty-six and one-half miles,- about four hundred and twenty-four and one-half miles thereof being in the state of Indiana, about one hundred and thirty-four and one-half miles thereof being in the state of Ohio, and about twenty-seven and one-half miles thereof being in the state of CORPORATE HISTORY. 733 Illinois, with all its franchises, equipments, property, tolls, issues and profits, and all its lands, tenements, buildings, fixtures, machinery, goods and chattels, connected with or used in the using or operating of said railway, or appurtenant thereto, and all its rails, ties, fuel, fencing and erections, and all its rights of way and easements, and all cars, engines and tools,, and all rents, reservations and reversions of every nature and kind whatever, including all the property between said terminal points which said railway company owned or possessed on the 20th day of February, one thousand eight hundred and sixty-eight, or afterwards acquired, either in law or in equity, of every kind whatever, pertinent thereto, but not including or operating to include any lands, goods, chattels, property, machinery, equipments or other matters which said company then owned or afterwards acquired, not necessary for use for any purpose incident to the management or operation of said railway, or of the repair thereof, or in the business of said railway company, nor any right of way, easement, franchises, power or corporate right to build a railway from Chicago to Galena, or to any other place westward of Chicago possessed and owned by said railway or granted to them or to the Chicago and Great Eastern Railway Company, or to any persons or body corporate, of whom said railway company was the successor or assignee, on or before the 20th day of February, one thousand eight hundred and sixty-eight, but expressly including all right, title, interest, claim or demand, and all moneys, rents and property held and owned by, or recovered or to be recovered by said Roosevelt and Fosdick, as receivers or trustees, by decree of the Circuit Court of the United States for the district of Indiana, upon their cross bill filed in a certain suit in equity brought by the Pittsburgh, Cincinnati and St. Louis Railway Company against said Columbus, Chicago and Indiana Central Railway Company and others, in said Circuit Court of the United States for the district of Indiana, and now pending upon appeal in the Supreme Court of the United States, or otherwise, and all rights of action included in said cause, or asserted by them as receivers or trustees therein, or other¬ wise, and all rents which have accrued from the Pittsburgh, Cincinnati and St. Louis Railway Company, and all right to recover the same as against said company, and as against the Pennsylvania Railroad Com- ' pany under and by virtue of the lease and amended lease in said suit in equity more particularly described (being a lease for the term of ninety- nine years, renewable forever, of said premises, real and personal prop¬ erty and franchises, dated January 22, 1869, and an amended lease thereof, dated February 1, 1870, made by said Columbus, Chicago and Indiana Central Railway Company, lessor, to said Pittsburgh, Cincinnati and St. Louis Railway Company, lessee, the performance of the covenants and conditions of said lease by said lessee, the Pennsylvania Railroad Com¬ pany, guaranteed and for that purpose was a party to said lease and amended lease), together with the right, at the option of said purchaser, to elect to continue said lease in force as against said lessee, the Pitts¬ burgh, Cincinnati and St. Louis Railway Company, and its guarantor, the Pennsylvania Railroad Company, or at the option of said purchaser, and with the consent of said lessee and guarantor, to disaffirm and annul 734 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the same; also including all estates, properties, rights, titles and interests which had become vested in and are now held by said Roosevelt and Fosdick, as receivers in this cause, or which were held by them at the time of said sale, should be sold at public auction, as an entirety, subject to the outstanding sectional mortgage bonds, prior in lien to the said mortgage to the said Roosevelt and Fosdick, amounting altogether to five millions three hundred and forty-three thousand dollars, and interest, or thereabouts, and to all (if any) other paramount liens thereon, but free from the lien of said mortgage or deed of trust to said Roosevelt and Fosdick, at public auction, at the door of the court house of the Circuit Court of the United States for the district of Indiana, in the city of Indianapolis, county of Marion, and state of Indiana, by William P. Fishback, master in chancery of said court, at such time as he should appoint, having first given previous notice of the time, place and terms of sale, by publication, beginning at least thirty days prior to the time of sale, twice each week, until the day of sale, in one newspaper published in each of the following cities, to wit: Chicago, Illinois; Indianapolis, Indiana; Columbus and Cincinnati, Ohio; New York City, and Phila¬ delphia, Pennsylvania; said sale to be without relief from the valuation or appraisement laws of any of the states through which said railway runs, and without any right of redemption, and free from all equity of redemption of all and any parties to said suit, for the sum of not less than thirteen millions five hundred thousand dollars. And whereas, It has been made to appear to said court that concurrent proceedings for the foreclosure of said mortgage were pending, as afore¬ said, in the Circuit Courts of the United States for the northern district of Illinois, and for the southern district of Ohio, western division, respectively, it was further ordered, adjudged and decreed that if at any time before making the sale a final decree of foreclosure should be en¬ tered in said Circuit Court of the United States for the southern district of Ohio, or in said Circuit Court of the United States for the northern district of Illinois, in the causes pending therein as aforesaid, whereby a different commissioner should be empowered to sell that portion of the mortgaged property situate in either of said states of Illinois and Ohio; that then and in that case the said master in chancery should concur and co-operate with said commissioner in advertising and making the sale aforesaid. And whereas, Afterwards, on the 15th day of November, 1882, in the said cause so pending in the Circuit Court of the United States for the northern district of Illinois, a like decree was made and entered upon the said original, amended and supplemental bills of the said James A. Roose¬ velt and William R. Fosdick, and upon the said cross bill of the said William L. Scott, therein pending, and upon the said answer, replication, exhibits and testimony therein filed, ordering a like sale of the same premises, real and personal property, rights and franchises, as an entirety, upon like terms and conditions, to be made by the said William P. Fish- back, master in chancery of the Circuit Court of the United States for the district of Indiana, with the like provision in case a different commis¬ sioner should be appointed to sell, by decree entered in the said cause CORPORATE HISTORY. 735 pending in the Circuit Court of the United States for the southern dis¬ trict of Ohio, western division, that said master in chancery should con¬ cur and co-operate with said commissioner in advertising and making said sale. And whereas, Afterwards, on the 23rd day of November, 1882, in the said cause pending in the Circuit Court of the United States for the southern district of Ohio, western division, upon the said original, amended and supplemental bills of the said James A. Roosevelt and Wil¬ liam R. Fosdick, and the said cross bill of the said William L. Scott, and upon the answer, replication, exhibits and testimony filed therein, the like decree was made and entered for the sale of the same premises, real and personal property, rights and franchises, as an entirety, upon like terms and conditions, whereby it was, however, further ordered, adjudged and decreed, that Jacob D. Cox should be appointed special master com¬ missioner in chancery for said Circuit Court of the United States for the southern district of Ohio 1 , western division, and required to co¬ operate and unite with the said William P. Fishback, master in chancery as aforesaid, in making the sale of the said mortgaged premises, real and personal property, rights and franchises, as an entirety, upon the terms and conditions prescribed in said decree of the Circuit Court of the United States for the district of Indiana. And whereas, Afterwards, in conformity with said several decrees, upon the praecipe of the solicitors for said William L. Scott, as provided in each of said decrees, orders of sale did issue under the seal of said courts respectively, attested by the clerks thereof respectively, and directed to the said master in chancery, and special master commissioner respectively, as by said decrees required, commanding the execution of the decrees aforesaid, under which orders of sale said master in chancery and special master commissioner in chancery, gave notice by publication, as required by said decrees, that they would, on Wednesday, January 10, 1883, at the door of the court house of the Circuit Court of the United States for the district of Indiana, in the city of Indianapolis, county of Marion and state of Indiana, at 12 o’clock noon, of said day, offer for sale at public auction to the highest bidder, conforming to the conditions of said decrees, the premises, real and personal property, rights and fran¬ chises, so ordered to be sold according to the directions and terms, and subject to the conditions prescribed by said decrees. And whereas, on said day, at said time, in pursuance of said notice given by said publications, as required by said decrees, said master in chancery and special master commissioner offered said premises and real and personal property, rights and franchises for sale at public auction to the highest bidder, as aforesaid, and thereupon William L. Scott, Charles J. Osborn and John S. Kennedy, having complied with and con¬ formed to all the conditions, provisions and requirements of said decrees, and each of them, to enable them to bid for the same, did offer and bid therefor the sum of thirteen millions five hundred thousand dollars, the same being the minimum sum required by said decrees, and they being the highest and best bidders therefor, and no person offering to bid any other or larger sum, the master in chancery and special master commis- 736 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. sioner thereupon struck off and sold the same to said Scott, Osborn and Kennedy, subject to the confirmation of each of said courts, and there¬ upon afterwards filed their reports of said sale in said courts respectively, showing that said notices had been duly given and said sale made as aforesaid; and by said reports it further appeared that said bidders, before making said bid, and in conformity with the terms of said decrees, had placed in the hands of said master in chancery, and special master com¬ missioner, seven hundred and twelve bonds, with all the coupons thereon, from and including the coupons which matured April 1, 1875, being bonds secured by the said mortgage, or deed of trust, to the said Roose¬ velt and Fosdick, also in duplicate an order of cancellation of a judgment upon two hundred and eighty-eight of like bonds and coupons, recovered by the said William L. Scott in the Circuit Court of the United States for the southern district of Ohio, eastern division, and a receipt for said bonds and coupons and judgment, as a pledge that they would make good their bid in case of its acceptance. And whereas, Afterwards, in said Circuit Courts of the United States for the district of Indiana and for the northern district of Illinois, on the 30th day of January, 1883, in the Circuit Court of the United States for the southern district of Ohio, western division, on the 31st day of Janu¬ ary, 1883, there were respectively entered decrees in said causes approving said reports therein respectively filed, and confirming all the proceedings of said master in chancery and said special master commissioner, and confirming the sale of said premises, real and personal property, rights and franchises, and directing that said master in chancery, William P. Fishback, within sixty days from the entry of such decrees of confirma¬ tion, receive payment of the unpaid portion of such purchase money, less the said sum so deposited as a pledge as aforesaid, and that upon the report thereof by said Fishback to said Circuit Court of the United States for the district of Indiana, together with a form of deed to be executed, and upon the approval of such report and deed by the court, and upon its direction, said William P. Fishback, master in chancery of said court, and Jacob D. Cox, special master commissioner in chancery for the southern district of Ohio, western division, should deliver their deed of conveyance in such approved form, conveying to the said Scott, Osborn and Kennedy in fee simple, as an entirety, all and singular the said premises, real and personal property, rights and franchises. And whereas, 1 he said master in chancery has received from the said Scott, Osborn and Kennedy, payment in full of said purchase money, namely, said sum of thirteen million five hundred thousand dollars, as in said decrees respectively provided, and has reported the same to said Circuit Court of the United States for the district of Indiana, and that said Scott, Osborn and Kennedy have in all respects complied with the terms of sale as set forth in said decrees and in said notices of publica¬ tion of sale, and that they are entitled to the conveyance of said property, and has [have] submitted this deed already duly executed by said Jacob D. Cox, special master commissioner as aforesaid, as the proper form of such conveyance so to be delivered. And whereas, On this 21st day of February, 1883, upon said report and CORPORATE HISTORY. 737 form of deed, it was ordered and adjudged by said Circuit Court of the United States for the district of Indiana, that said William P. Fishback, master in chancery as aforesaid, should complete the execution hereof, and that he, with the said Jacob D. Cox, special master commissioner in chancery as aforesaid, should deliver this deed to said Scott, Osborn and Kennedy, all which will more fully and at large appear, reference being had to the records of the proceedings in said causes in said Circuit Courts of the United States for the district of Indiana, northern district of Illinois and southern district of Ohio, western division, all which records are referred to and made part of this deed. Now, therefore, In conformity with the said decrees, we, William P. Fishback, master in chancery as aforesaid, and Jacob D. Cox, special master in chancery as aforesaid, do hereby bargain, sell and convey unto William L. Scott, of Erie, Pennsylvania; Charles J. Osborn and John S. Kennedy, each of the city of New York, and to their heirs and assigns forever, all of the premises, real and personal property, rights and franchises hereinbefore described, as fully and completely as we may lawfully do under the authority aforesaid; but subject, however, to the paramount liens aforesaid, but free, clear and discharged of all right, estate and interest, claim, lien and equity of redemption in or to the premises, real and personal property, rights and franchises so sold and hereby conveyed, and every or any part thereof of each and every of the defendants to said suits respectively, and of all persons claiming or to claim under them or any of them, since the date of the filing of said original bills by said Roosevelt and Fosdick, and without relief from the valuation, appraisement or redemption laws of any of the states through which said railroad runs. In witness whereof we have set our hands and seals hereunto, and we do now deliver this deed of conveyance this 21st day of February, one thousand eight hundred and eighty-three. J. D. COX, [seal] Special Master Com’r U. S. Circ. Court, S. Dist., Ohio, West’n Div. WILLIAM P. FISHBACK, [seal] Master in Chancery, U. S. Circuit Court, District of Indiana. Signed, sealed and acknowledged in the presence of us: Witnesses as to J. D. Cox. JNO. F. JOCKEL, NATHAN COHN. Witnesses as to W. P. Fishback. GEO. HOADLY, FRANK J. LOESCH. • Acknowledged by Jacob D. Cox, February 19, 1883, before John F. Jockel, notary public, Hamilton county, Ohio, and by William P. Fish¬ back, February 21, 1883, before Frank J. Loesch, notary public, Cook county, Illinois, February 21, 1883. 47 738 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Recorded, Cook county, Ill., Feb. 23, 1883, book 1222, page 560; Lake county, Ind., March 10, 1883, book 34, page 395; Porter county, Ind., March 12, 1883, book 38, page 10; La Porte county, Ind., March 10, 1883, book 53, page 40; Starke county, Ind., March 12, 1883, book W, page 280; Pulaski county, Ind., March 9, 1883, book 34, page 89; Cass county, Ind., March 9, 1883, book 34, page 22; Howard county, Ind., March 8, 1883, book 49, page 428; Tipton county, Ind., March 8, 1883, book 15, page 490; Madison county, Ind., March 7, 1883, book 64, page 300; Henry county, Ind., March 8, 1883, book 40, page 10; Wayne county, Ind., March 5, 1883, book 77, page 300; Preble county, Ohio, March 5, 1883, book 79, page 51; Darke county, Ohio, March 5, 1883, book 88, page 156; Miami county, Ohio, March 3, 1883, book 71, page 293; Champaign county of Ohio, March 5, 1883, book 60, page 238; Union county, Ohio, March 6, 1883, book 54, page 175; Madison county, Ohio, March 3, 1883, book 45, page 104; Franklin county, Ohio, Feb. 26, 1883, book 159, page 1; Hancock county, Ind., March 14, 1883, book VV, page 211; Marion county, Ind., Feb. 24, 1883, book 159, page 61; Randolph county, Ind., March 7, 1883, book 51, page 16; Jay county, Ind., March 6, 1883, book 23, page 1; Blackford county, Ind., March 7, 1883, book T, page 90; Grant county, Ind., March 7, 1883, book 26, page 128; Miami county, Ind., March 8, 1883, book 20, page 1; White county, Ind., March 13, 1883, book 49, page 2; Jasper county, Ind., March 13, 1883, book-38, page 265; Newton county, Ind., March 13, 1883, book 24, page 315 - DEED. William L. Scott and Wife and Others to the Chicago, St. Louis and Pittsburgh Railroad Company (of Indiana). Dated March 17, 1883. Conveying railway, properties, franchises, etc., of the Columbus, Chicago and Indiana Central Railway Company. This indenture, made this seventeenth day of March, in the year eigh¬ teen hundred and eighty-three, between William L. Scott and Mary M. Scott, his wife, of Erie, Pennsylvania, John S. Kennedy and Emma B. Kennedy, his wife, of New York City, and Charles J. Osborn and Miriam A. Osborn, his wife, of New York City, as first party, and the Chicago, St. Louis and Pittsburgh Railroad Company, a corporation of the state of Indiana, as second party, bears witness: Whereas, The first party are the owners of the entire railway hereto¬ fore known as the Columbus, Chicago and Indiana Central Railway, together with all properties, estates, franchises, rights and equipments belonging to or connected therewith, having purchased the same at a public sale, held in the city of Indianapolis, on the 10th day of January, 1883, pursuant to certain decrees and orders of the United States Circuit Courts, in the states of Ohio, Indiana and Illinois; and, Whereas, The second party is a corporation incorporated and organized under the laws of Indiana, with authority to own, operate and maintain the entire railway above described; and. CORPORATE HISTORY. 739 Whereas, The second party has agreed to purchase from the first party said entire railway, properties, estates, franchises, rights and equipment, and has agreed to pay therefor as follows: One hundred thousand shares of its common capital stock, of the par value of ten million dollars; two hundred thousand shares of its preferred capital stock, of the par value of twenty million dollars; and twenty-two million fifty year, five per cent, gold bonds of said second party, a certain portion of said bonds, how¬ ever, to be reserved for the purpose of redeeming and paying off in full certain prior sectional mortgage bonds; and, Whereas, In pursuance of said agreement of purchase, the second party has already executed and delivered to the first party certificates of common and preferred stock to the amount above named, and is now ready to deliver the bonds above described, upon the execution and delivery of this deed of conveyance; said bonds bearing date the 31st day of March, 1883, being in form coupon and registered^ bearing in¬ terest at five per cent, per annum from October 1st, 1882; principal and interest payable at the agency of the second party in the city of New York; and, Whereas, The first party, in anticipation of the execution and delivery of said bonds, and in order to secure the principal and interest thereof, as the same shall become payable, according to the tenor of said bonds, and of the coupons thereto annexed, and in further consideration of the premises therein expressed, has executed and delivered to Conrad Baker, of the city of Indianapolis, and the Union Trust Company, of New York, as trustees, a mortgage or deed of trust, dated the twenty-first day of February, in the year 1883; said mortgage or deed of trust covering the entire railway heretofore known as the Columbus, Chicago and Indiana Central Railway, together with all properties, estates, franchises, rights and equipment belonging to or in any way connected with said railway or incident to the use, operation or maintenance thereof. Now, therefore, In consideration of the premises, and in further con¬ sideration of the sum of one dollar in hand paid by the second party, receipt whereof is hereby acknowledged, and in further consideration of the execution and delivery of said twenty-two million bonds to be made as hereinbefore recited, the first party has granted, bargained and sold, and by these presents does grant, bargain, sell, convey and transfer unto said Chicago, St. Louis and Pittsburgh Railroad Company, and its suc¬ cessors and assigns forever, all the right, title and interest of them (the several persons constituting the first party), hereto or any or either of them, by virtue of a de.ed bearing date the 21st day of February, 1883, made and delivered to said William L. Scott, John S. Kennedy and Charles J. Osborn, by William P. Fishback, master in chancery, and Jacob D. Cox, special master commissioner, in pursuance of the decrees of the Circuit Courts of the United States for the states of Ohio, Indiana and Illinois, in certain causes in chancery, then depending in said courts, wherein James A. Roosevelt and Wm. R. Fosdick were complainants, and the Columbus, Chicago and Indiana Central Railway Company and others were defendants, of, in and to, all and singular the entire and con¬ tinuous railway heretofore known as the Columbus, Chicago and Indiana 740 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Central Railway, extending from the city of Chicago, in the state of Illinois, through the county of Cook, in said state, southward to the state of Indiana, and through the counties of Lake, Porter, La Porte, Starke, Pulaski, Cass, Howard, Tipton, Madison, Henry and Wayne, in Indiana, to the city of Richmond, in the state of Indiana, and thence eastward to the boundary line of the state of Ohio, and through the counties of Preble, Darke, Miami, Champaign, Union, Madison and Franklin, in the state of Ohio, to the city of Columbus, Ohio, and also extending from the city of Richmond aforesaid, westward through the counties of Wayne, Henry, Hancock and Marion, to the city of Indian¬ apolis, in the state of Indiana, and also extending from the main line aforesaid at a point in Miami county, Ohio, westward, through the county of Darke, in Ohio, to the Indiana state line at Union City; and thence westward, through the counties of Randolph, Jay, Blackford, Grant, Miami, Casj, White, Jasper and Newton, in Indiana, to the line of the state of Illinois, in the direction towards Peoria; altogether being in length of railway about five hundred and eighty-six and one-half (586^) miles, about four hundred and twenty-four and one-half (424J4) miles thereof being in the state of Indiana, about one hundred and thirty-four and one-half (134J/2) miles thereof being in the state of Ohio, and about twenty-seven and one-half (27^) miles thereof being in the state of Illinois, including all the railways, tracks, rights of way, main lines, branch lines, superstructures, depots, depot grounds, station houses, engine houses, car houses, freight houses, wood houses, sheds, watering places, work shops, machine shops, bridges, viaducts, culverts, fences and fixtures, held or acquired, for use in connection with said railway, or the business thereof, and including also all the locomotives, tenders, passen¬ ger, baggage, freight and other cars; and all the machines, tools, imple¬ ments, telegraph poles, lines, instruments and appurtenances, and all fuel and materials for constructing, operating, repairing or replacing the said railway or the equipments or appurtenances of the said railway, together with all and singular the tenements, hereditaments and appurtenances to the said railway or any part thereof belonging or in any wise appertaining; and the reversion and reversions, remainder and remainders, tolls, income, rents, issues and profits thereof; and also all the estate, right, title, in¬ terest, property, possession, claim and demand whatsoever, as well in law as in equity, of the first party in and to the same and any part and parcel thereof, with the appurtenances, and all properties, franchises, rights and things whatsoever of every name and kind which were con¬ veyed in the aforesaid deed of said master in chancery and said com¬ missioner to the first party hereto, and including the dower or right of dower of either of the persons composing the party of the first part hereto, subject, nevertheless to the aforesaid mortgage or deed of trust, and the terms and conditions thereof, bearing date the 21st day of Feb¬ ruary, 1883, made by said William L. Scott and wife, John S. Kennedy and wife, and Charles J. Osborn and wife, to Conrad Baker and the Union Trust Company of New York, trustees, creating the first lien upon the property therein and herein mentioned for the purpose of securing the payment of said twenty-two million bonds of said Chicago, CORPORATE PIISTORY. 741 St. Louis and Pittsburgh Railroad Company; and subject also to all liens which were upon said premises at the time of the sale aforesaid by said master in chancery and said commissioner to the first party, but free from and discharged of the lease and amended lease of the Columbus, Chicago and Indiana Central Railway to the Pittsburgh, Cincinnati and St. Louis Railway Company, described in said decrees: Provided, nevertheless, and it is the true intent and meaning of these presents, that nothing herein contained shall be construed to express or imply any covenant on the part of the first party, or either of the parties composing the first party hereto, but that this indenture shall operate to convey in behalf of the first party, all the estates and interest in the railway, properties, estates, franchises, rights and equipment hereinbefore described, which the first party, or either of the parties composing the first party hereto may hold by virtue of the aforesaid deed, from said master and said commissioner, and which said first party, or either of the parties composing the first party, each for himself or herself, and not one for the other, can lawfully convey and no more; and that the said railway, properties, franchises, rights and equipment are hereby charged with, and shall pass by virtue of these presents, subject to the payment of all liabilities incurred in respect to said railway or its busi¬ ness. by the first party during their possession of the same. To have and to hold the above described railway, properties, estates, franchises, rights and equipment, subject, as aforesaid, to the said Chicago, St. Louis and Pittsburgh Railroad Company, its successors and assigns, to the only proper use and behoof of said company, and its successors and assigns, forever. And the second party, for itself, its successors and assigns, in con¬ sideration of the premises, and in further consideration of the sum of one dollar paid by the first party, the receipt whereof is hereby acknowl¬ edged, hereby covenants and agrees to and with the first party, and the survivors and survivor of them, and the executors, administrators and assigns, of such survivor, as follows: First. That the second party, and its successors, shall and will at all times hereafter, perform and keep all and every the conditions, covenants, agreements and provisions contained in said deed of trust from the first party hereto to Conrad Baker and the Union Trust Company of New York, hereinbefore mentioned, to be by the second party performed and kept. Second. That whenever, and as often as the second party or its suc¬ cessors shall acquire any lands, or any equipment, or any property or thing of whatever name or nature for use in connection with the railway hereinbefore mentioned, or any part thereof, or of any of its equipment or appurtenances, or shall acquire any franchises, including every fran¬ chise to be and act as a corporation which may be hereafter acquired by the second party or its assigns, it shall and will acquire, possess and hold the same, and will likewise hold the franchise to be a corporation heretofore granted to the second party subject to and upon the condi¬ tions of the said mortgage or deed of trust hereinbefore mentioned and made by the first party to Conrad Baker and the Union Trust Company of New York, until the conveyance thereof in pursuance of the cov- 742 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. enants and agreements hereinafter contained shall be duly made and delivered to said Conrad Baker and the Union Trust Company of New York, trustees in said mortgage or deed of trust. Third. That the second party shall and will, from time to time, and at all times hereafter, and as often as thereunto requested by the trustees, or either of them, in the aforesaid mortgage or deed of trust, or by the surviving or continuing trustee or trustees, or by their successors, exe¬ cute, acknowledge and deliver all such further deeds, conveyances and assurances, for the better assuring unto said trustees or their successor or successors in the trust created in said mortgage or deed of trust, and upon the trusts therein expressed, the railway, properties, estates, fran¬ chises, rights and equipment hereinbefore mentioned or intended so to be, and all other property and things whatsoever which may be here¬ after acquired for use in connection with the same or any part thereof, and all franchises now held or hereafter acquired, including the franchise to be a corporation, as by the said trustees, or by their survivors or sur¬ vivor, successors or successor, or by their counsel, learned in the law, shall be reasonably advised or required. Fourth. That the second party shall at all times hereafter keep open an office or agency in the city of New York for the payment of the interest and principal of the bonds of the Chicago, St. Louis and Pitts¬ burgh Railroad Company, hereinbefore described, as the same shall be¬ come payable, according to the tenor of said bonds and of the coupons thereto annexed; also, for the transfer of the capital stock of said com¬ pany and for the registration of the bonds and bondholders of said company, and for such other business of said company as is by said mortgage or deed of trust required or provided to be done in said city of New York. In witness whereof, the parties of the first part have hereunto set their hands and seals, and the party of the second part has caused this in¬ denture to be executed under its corporate seal, attested by its assistant secretary, in evidence of its acceptance of the foregoing conveyance and its intention to perform the covenants therein stipulated by it to be per¬ formed, the day and year first above written. Signed and sealed by all the parties WILLIAM L. SCOTT, [seal] in presence MARY M. SCOTT, [seal] CHARLES NETTLETON, CHAS. L. BEAMAN. Signed and sealed by W. L. Scott JOHN S. KENNEDY, [seal] and Mary M. Scott, in presence of EMMA B. KENNEDY, [seal] W. S. BROWN, CHARLES J. OSBORN, [seal] WM. BREWSTER. MIRIAM A. OSBORN, [seal] The Chicago, St. Louis and Pittsburgh Railroad Company, [seal] Attest: By W. L. SCOTT, President. A. A. STULL, Assistant Secretary. Signed, sealed and acknowledged by the Chicago, St. Louis and Pitts¬ burgh Railroad Company in the presence of CHARLES NETTLETON, THOS. G. SHEARMAN. CORPORATE HISTORY. 743 Duly acknowledged before W. S. Brown, notary public, Erie county, Ohio, March 19, 1883, and Charles Nettleton, commissioner for Ohio, Indiana and Illinois in New York City, March 31, 1883. Recorded in record of deeds, Cook county, Illinois, April 16, 1883, vol. 1338, page 185; and in the following counties in Indiana: Porter, April 17, 1883, vol. 38, page 19; Starke, April 17, 1883, vol. W, page 252; Lake, April 17, 1883, vol. 14, page 520; La Porte, April 16, 1883, vol. 53, page 222; Pulaski, April 19, 1883, vol. 34, page 255; Cass, April 19, 1883, vol. 34, page 48; Howard, April 20, 1883, vol. 49, page 500; Tipton, April 20, 1883, vol. 16, page 36; Madison, April 20, 1883, vol. 64, page 452; Henry, April 20, 1883, vol. 40, page 26; Wayne, April 25, 1883, vol. 78, page 36; Han¬ cock, April 24, 1883, vol. BB, page 343; Marion, April 24, 1883, vol. 159, page 512; Jay, April 23, 1883, vol. 23, page 53; Randolph, April 24, 1883, vol. 51, page 146; Blackford, April 21, 1883, vol. T, page 203; Grant, April 20, 1883, vol. 26, page 410; Miami, April 20, 1883, vol. 20, page 223; White, April 18, 1883, vol. 49, page 13; Jasper, April 18, 1883, vol. 38, page 373; Newton, April 18, 1883, vol. 24, page 407. Also recorded in the following counties in Ohio: Preble, April 25, 1883, vol. 79, page 160; Darke, April 25, 1883, vol. 87, page 121; Miami, April 26, 1883, vol. 72, page 5; Champaign, April 25, 1883, vol. 60, page 462; Union, April 23, 1883, vol. 54, page 236; Madison, April 26, 1883, vol. 45, page 212; Frank¬ lin, April 26, 1883, vol. 160, page 346. MORTGAGE. William L. Scott, et al., to Conrad Baker and the Union Trust Company of New York, Trustees. Dated February 21, 1883. Securing $22,000,000 first consolidated mortgage bonds Chicago, St. Louis and Pittsburgh Railroad Company. This indenture, made the twenty-first day of February, in the year 1883, between William L. Scott and Mary M. Scott, his wife, of Erie, Penn¬ sylvania, John S. Kennedy and Emma B. Kennedy, his wife, of New York City, and Charles J. Osborn and Miriam A. Osborn, his wife, of New York City, as first party, and Conrad Baker, of Indianapolis, Indi¬ ana, and the Union Trust Company of New York, trustees, as second party, bears witness: Whereas, The first party has purchased the entire railroad heretofore known as the Columbus, Chicago and Indiana Central Railway, the same being situated within the states of Ohio, Indiana and Illinois, together with all estates, properties, rights, franchises, equipments and appurtenances belonging to or connected with said railroad; And whereas, The Chicago, St. Louis and Pittsburgh Railroad Com¬ pany, a corporation created and organized under the laws of Indiana, and having authority to become the purchaser and owner of said rail¬ road, together with all the estates, properties, rights, franchises, equip¬ ment and appurtenances belonging thereto or connected therewith, has negotiated for the purchase of the same of the first party, and has cov- 744 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. » enanted and agreed, and is about ready to deliver to the first party, in part payment thereof, twenty-two thousand first consolidated bonds of said company, each for the sum of one thousand dollars; all of which bonds, notwithstanding the same may be issued at different times, are to be equally secured by this indenture and are to be authenticated by the Union Trust Company, one of the parties composing the second party hereto, said bonds to be substantially in one of the following forms; United States of America. States of Ohio, Indiana and Illinois. First Consolidated Mortgage Sinking Fund Coupon Bond. No. $1000. Loan of $22,000,000. The Chicago, St. Louis and Pittsburgh Railroad Company Acknowledges itself to be indebted to the bearer in the sum of one thou¬ sand dollars, which sum the said company promises to pay to the bearer in gold coin of the United States of America, of the present standard of weight and fineness, at its agency in the city of New York, on the first day of October, one thousand nine hundred and thirty-two, with interest thereon at the rate of five per centum per annum, payable semi-annually, in like money, at said agency, on the first days of April and October in each >ear, on presentation and surrender of the annexed coupons, as they severally become due. This bond is one of a series of twenty-two thousand, each of the same amount and date, numbered consecutively from 1 to 22,000, inclusive, the creation and issue of which have been duly authorized by law and by proper corporate action. This bond is entitled to the security and subject to the provisions of a mortgage, dated February 21, 1883, duly executed and delivered by Wm. L. Scott and wife, John S. Kennedy and wife, and Charles J. Osborn and wife, to Conrad Baker, of Indianapolis, Indiana, and the Union Trust Company of New York, trustees, and also of a mortgage duly executed and delivered by said railroad company to the same trustees, covering the entire railroad, property and franchises of said railroad company, to secure the full and final payment of said twenty- two thousand bonds as in the said mortgages recited, so that each of the said bonds, when and as the same may be issued, shall be equally secured by the said mortgages, without preference, priority or distinction. Bonds of this issue, to the amount of $5,500,000, are reserved by the said Union Trust Company, for the purpose of satisfying prior sectional bonds; which bonds being so satisfied, the mortgages securing this bond will become the first lien on the property mentioned therein. The principal and interest of this bond are payable without deduction for any tax which may be imposed thereon, either by the laws of the United States of America, or of the states of Ohio, Indiana or Illinois, which the said railroad company may be required to retain therefrom. And it is hereby agreed between said company and the holder of this bond, that no recourse shall be had for its payment to the individual liability of any stockholder of said company, and that in case of any CORPORATE HISTORY. 745 default in the payment hereof, the said company hereby waives the benefit of any extension, stay or appraisement laws that may be then in force. This bond shall not become valid until the certificate authenticating the same, which is endorsed hereon, shall be signed by said Union Trust Company, and shall pass by delivery and may be exchanged for a regis¬ tered bond of like denomination on presentation at the agency of the railroad company in the city of New York, with the unmatured coupons attached. In witness whereof, the said Chicago, St. Louis and Pittsburgh Rail¬ road Company has caused this bond to be executed under its corporate seal, this thirty-first day of March, in the year one thousand eight hundred and eighty-three. The Chicago, St. Louis and Pittsburgh Railroad Company, -, President. Attest: -, Secretary. [trustees certificate.] We hereby certify that the within bond is one of the series described in the mortgages within referred to. -, Trustee. [coupon.] On the first day of the Chicago, St. Louis and Pittsburgh Railroad Company will pay to the bearer, at its agency in the city of New York, twenty-five dollars in gold coin of the United States of America, being six months interest on bond No. -. $25. -, Treasurer. United States of America. States of Ohio, Indiana and Illinois. First Consolidated Mortgage Sinking Fund Registered Bond. No. - $1000. Loan of $22,000,000. The Chicago, St. Louis and Pittsburgh Railroad Company Acknowledges itself to be indebted to the registered owner hereof in the sum of one thousand dollars: which sum the said company promises to pay to such owner, in gold coin of the United States of America, of the present standard of weight and fineness, at its agency in the city of New Yoi^k, on the first day of October, one thousand nine hundred and thirty- two, with interest thereon at the rate of five per centum per annum, pay¬ able semi-annually, in like money, at said agency, on the first days of April and October in each year. This bond is one of a series of twenty-two thousand, each of the same amount and date, numbered consecutively from 1 to 22,000, inclusive; the creation and issue of which have been duly authorized by law and by proper corporate action. This bond is entitled to the security and subject to the provisions of a mortgage, dated February 21, 1883, duly executed and delivered by Wm. 746 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. L. Scott and wife, John S. Kennedy and wife, and Charles J. Osborn and wife, to Conrad Baker, of Indianapolis, Indiana, and the Union Trust Company of New York, trustees, and also of a mortgage duly executed and delivered by said railroad company to the same trustees, covering the entire railroad, property and franchises of said railroad company, to secure the full and final payment of said twenty-two thousand bonds as in the said mortgages recited, so that each of the said bonds, when and as the same may be issued, shall be equally secured by the said mortgages, without preference, priority or distinction. Bonds of this issue, to the amount of $5,500,000, are reserved by the said Union Trust Company, for the purpose of satisfying prior sectional bonds; which bonds being so satisfied, the mortgages securing this bond will become the first lien on the property mentioned therein. The principal and interest of this bond are payable without deduction for any tax which may be imposed thereon, either by the laws of the United States of America, or of the states of Ohio, Indiana or Illinois, which the said railroad company may be required to retain therefrom. And it is hereby agreed between said company and the holder of this bond, that no recourse shall be had for its payment to the individual liability of any stockholder of said company, and that in case of any default in the payment hereof, the said company hereby waives the benefit of any extension, stay or appraisement laws that may be then in force. This bond shall not become valid until the certificate authenticating the same, which is endorsed hereon, shall be signed by said Union Trust Company, and may be transferred by assignment, registered at the agency of the railroad company, in the city of New York. In witness whereof, the said Chicago, St. Louis and Pittsburgh Rail¬ road Company has caused this bond to be executed under its corporate seal, this thirty-first day of March, in the year one thousand eight hundred and eighty-three. The Chicago, St. Louis and Pittsburgh Railroad Company, -, President. Attest: -, Secretary. [trustees’ certificate.] We hereby certify that the within bond is one of the series described in the mortgages within referred to. -, Trustee. And whereas, The railroad and properties, so to be sold as aforesaid, are now claimed to be subject to various sectional bonds, issued by the several corporations which form, by successive consolidations, the Co¬ lumbus, Chicago and Indiana Central Railway Company, amounting in the aggregate to $5,343,000: And whereas, The sale which is to be made of said railroad by the first party of the Chicago, St. Louis and Pittsburgh Railroad Company, pursuant to the aforesaid negotiation as well as this present indenture, is subject to the outstanding sectional bonds issued by the said several corporations: CORPORATE HISTORY. 747 And whereas, It is intended to take up and satisfy all the said prior sectional bonds by the use of bonds secured by this consolidated mort¬ gage, to the end that this may become the first mortgage lien upon all the property herein described: Now, therefore, this indenture witnesseth, That the first party, in con¬ sideration of the premises, and in further consideration of the sum of one dollar in hand paid by the second party, receipt whereof is hereby acknowledged, and especially in order to secure the payment of said twenty-two thousand mortgage bonds and interest thereon, has granted bargained, sold, transferred and conveyed, and does hereby grant, bargain, sell, transfer and convey unto the second party, as joint tenants, and not as tenants in common, and to the survivor of them, their successors and assigns, the following described railroad, heretofore known as the Co¬ lumbus. Chicago and Indiana Central Railway, extending from the city of Chicago, in the state of Illinois, through the county of Cook in said state, southward to the state of Indiana, and through the counties oi Lake, Porter, La Porte, Starke, Pulaski, Cass, Howard, Tipton, Madi¬ son, Henry and Wayne, in Indi.ana, to the city of Richmond, in the state of Indiana, and thence eastward to the boundary line of the state of Ohio, and through the counties of Preble, Darke, Miami, Champaign, Union, Madison and Franklin, in the state of Ohio, to the city of Columbus, Ohio, and also extending from the city of Richmond aforesaid, westward through the counties of Wayne, Henry, Hancock and Marion, to the city of Indianapolis, in the state of Indiana, and also extending from the main line aforesaid at a point in Miami county, Ohio, westward through the county of Darke, in Ohio, to the Indiana state line at Union City, and thence westward through the counties of Randolph, Jay, Blackford, Grant, Miami, Cass, White, Jasper and Newton, in Indiana, to the line of the state of Illinois, in the direction toward Peoria; altogether being in length of railway about five hundred and eighty-six and one-half (586U2) miles, about four hundred and twenty-four and one-half (424^) miles thereof being in the state of Indiana, about one hundred and thirty-four and one-half (134J2) miles thereof being in the state of Ohio, and about twenty-seven and one-half (27JO miles thereof being in the state of Illinois, including all the railways, tracks, rights of way, main lines, branch lines, superstructures, depots, depot grounds, station houses, engine houses, car houses, freight houses, wood houses, sheds, watering places, work¬ shops, machine shops, bridges, viaducts, culverts, fences and fixtures, held or acquired, or hereafter to be acquired, for use in connection with said railroad or the business thereof, and including, also, all locomotives, tenders, passenger, baggage, freight and other cars, machines, tools, im¬ plements, telegraph poles, lines, instruments and appurtenances, fuel and materials for constructing, operating, repairing or replacing the said railroad or its equipments or appurtenances, now held by the first party or hereafter to be acquired by them or their assigns, or by said Chicago, St. Louis and Pittsburgh Railroad Company, and connected with or relating to said railroad, or to the construction, maintenance or use thereof, together with all and singular the tenements, hereditaments and appurtenances to the said railroad or any part thereof belonging or in 74-8 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. any wise appertaining; and also all the rights, privileges, immunities and franchises formerly belonging to the Columbus, Chicago and Indiana Central Railway Company, and now owned by the first party, and the reversion and reversions, remainder and remainders, tolls, income, rents, issues and profits thereof of said railroad and its appurtenances; and also all the estate, right, title, interest, property, possession, claim and demand whatsoever, as well in law as in equity, of the first party, or their assigns, in and to the same, and any part and parcel thereof, with the appurtenances. To have and to hold the above described railroad, properties, estates, rights, franchises and appurtenances, subject, as aforesaid, to said prior sectional bonds, unto the second party, as joint tenants and not as tenants in common, and to the survivor of them, their successors and assigns forever; in trust, nevertheless, for the uses and purposes herein expressed, to wit: First. Until default shall be made by said Chicago, St. Louis and Pittsburgh Railroad Company, its successors or assigns, in the due ob¬ servance of the covenants and agreements hereinafter contained, on the part and behalf of the said railroad company, or in the payment of the principal or interest of said bonds, or any one of them, when the same shall become due and payable, said railroad company shall be suffered and permitted to remain in the actual possession of the said railroad, properties, estates and franchises, and to exercise the franchises and rights relating thereto, and to collect, receive and use the tolls, income, rents, revenues, issues and profits thereof, in any manner which will not impair the lien created by this indenture. Second. In case said railroad company shall at any time neglect, for a period of six months, to pay the semi-annual interest due on any of the bonds hereby secured, after demand made therefor, or to pay, when due, any sum hereinafter required to be paid for sinking fund purposes, then and in either such case, upon the written request of the holders of at least one-fourth in amount of said bonds then outstanding, the said trustees or one of them shall serve upon the said company a written notice that the principal of all the bonds hereby secured shall become immediately due and payable, and the same shall thereupon be due and payable accordingly. And in any such case, or in case the said company shall fail to pay the principal of any bond hereby secured, when the same be¬ comes due and payment thereof has been demanded, the said trustees shall, upon like request as aforesaid, accompanied by a tender on behalf of such bondholders, or any of them, of security satisfactory to such trustees against personal loss or liability, enter upon and take possession, either with or without judicial proceedings, as may be deemed best by such trustees, of the railroad, estate, real and personal property and fran¬ chises hereby mortgaged or intended so to be, and shall and will there¬ upon operate, use, manage and control the said railroad, estate, real and personal property and franchises, possession of which may be so taken, and collect the revenue, tolls, rents, income, interest and profits arising therefrom, and appropriate the net income and proceeds derived there¬ from (after deducting the expenses of this trust and such sum or sums CORPORATE HISTORY. 749 as may be sufficient to indemnify the trustees against any liability, loss or damage for or on account of any matter or thing done by them, in good faith, in pursuance of their duty as such trustees) to the payment in full, without giving preference, priority or distinction to one bond over another, first, of the interest accrued and accruing upon all the bonds then outstanding and hereby secured, and second, of the principal of such bonds, if the said income and proceeds be sufficient, but if not, then pro rata; and said trustees, after or without entering upon or taking such possession, but upon the written request of the holders of a like amount of said bonds then outstanding, and upon tender of satisfactory security, as above provided, shall proceed, with or without judicial pro¬ ceedings, as to such trustees may seem best, to sell the railroad, estate, real and personal property and franchises hereby mortgaged or intended so to be, to the highest and best bidder, at public sale, in the city of Indianapolis, first giving at least sixty days’ notice of such intended sale by publication, to be made at least twice in each week, in at least two daily newspapers, published in each of the cities of New York, Chicago, Indianapolis and Columbus, Ohio; and it shall be lawful for said trustees to make and deliver to any purchaser at such sale a good and sufficient deed or deeds, conveying the railroad, estate, real and personal property and franchises sold, as aforesaid. Third. It is hereby expressly declared and agreed that any sale which shall be made, as aforesaid, shall be a perpetual bar, both in law and in equity, against the said first party, and against the Chicago, St. Louis and Pittsburgh Railroad Company, and against any and all persons whomsoever, claiming or to claim the premises or franchises so sold, or any part or parcel thereof, by, from, through or under the said first party or their assigns. And, after deducting from the proceeds of such sale just allowance for all expenses connected therewith, including counsel fees, as well as any and all advances, expenses and liabilities which may have been made or incurred by the said trustees in operating or maintaining said railroad, or in managing the business thereof, while the same shall have been in their possession, or in arranging for and completing the sale aforesaid, and also all payments which may have been made by such trustees for taxes and assessments or for charges or liens prior to the liens of this indenture, if any such there shall be on the said premises and franchises so sold, or any part thereof, as well as just and reasonable compensation for the trustees’ services, they shall apply the proceeds of such sale to the payment of the principal of such of the said bonds as may be at that time outstanding and unpaid, whether or not such principal shall have, by the terms of said bonds, previously become due, and of the unpaid interest which shall have accrued upon the said principal up to that time, with interest thereon if the same be overdue, without discrimination or preference between principal and in¬ terest, but ratably to the aggregate amount of such unpaid principal and accrued and unpaid interest. Fourth. Nothing herein contained shall be construed as limiting the right of the said trustees to apply to the courts for judgment or decree of foreclosure and sale under this indenture, or for the usual relief in 750 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the course of such proceedings; and the said trustees may, in their discre¬ tion, apply to any competent court for relief by way of foreclosure or otherwise, if so advised by counsel, instead of taking possession of or selling the said property when required to do so by bondholders. Fifth. It is hereby expressly declared and agreed that, upon any sale of said premises which may be made under or by virtue of the powers herein given to the trustees, or under the judgment or decree of any court of competent jurisdiction rendered in any suit or proceeding for the enforcement or foreclosure of the lien hereby created, the principal of all the bonds aforesaid shall become and be immediately due and payable; and payment shall be made to the holders of the bonds and coupons, without discrimination or preference on account of the time of the actual issue of said bonds; and if, after the payment in full of all the said bonds, principal and interest, including the interest on over¬ due interest, any surplus of the proceeds of sale shall remain in the hands of the trustees, such surplus shall be paid to the Chicago, St. Louis and Pittsburgh Railroad Company, its successors or assigns, or as any court of competent jurisdiction shall lawfully direct. In the event of a sale by the trustees without judicial proceedings, they may adjourn such sale by announcement made at the time and place appointed therefor, and may make such sale at the time and place to which the same may be so adjourned, without further notice thereof. The receipt of the trustees shall be a sufficient discharge to the purchaser or purchasers of the property which shall be sold as aforesaid for the purchase money; and such purchaser or purchasers shall not, after paying such purchase money and receiving such receipt, be bound to see to the application of such purchase money upon or for the trusts or purposes of this indenture, or be in any manner whatsoever answerable for any loss, misapplication or non-application of such purchase money or of any part thereof; and in case of default, as aforesaid, the property em¬ braced in this indenture may be sold free from the operation of any appraisement, stay or execution laws, which now exist or may be here¬ after enacted. Sixth. It is hereby declared that, at any public sale of the premises and franchises hereby conveyed, made by virtue of the power hereby granted or by judicial authority, for the purpose of enforcing the lien of this indenture, the trustees under this indenture may, in their discretion, purchase and acquire the property so offered for sale, on behalf of all holders of the bonds and coupons secured by this indenture, then out¬ standing; provided, however, that nothing herein contained shall author¬ ize said trustees to bid on behalf of such holders a sum exceeding the whole amount of said bonds, principal and interest, then outstanding, with the interest accrued thereon, and the expenses of such sale, for the entire property and franchises then held upon the trusts of this indenture, or an amount reasonably proportioned thereto for any part thereof; and it is hereby further declared, that the bonds and overdue interest afore¬ said shall be received in payment of the purchase money of any property sold as aforesaid, as equivalent to so much of the said purchase money as would be distributable and payable thereon. CORPORATE HISTORY. 751 Seventh. The Chicago, St. Louis and Pittsburgh Railroad Company shall, on or before the first day of April, in the year 1893, and on or be¬ fore the first day of April, in each year thereafter, until the entire issue of bonds hereby secured shall be paid, pay to the trustees, out of the net earnings of the said company, a sum equal to one per centum of the principal of said bonds then outstanding, as and for a sinking fund for the redemption thereof; and in addition to said annual payment, said railroad company shall at the same time pay to the trustees a further sum, equal to one year’s interest upon the aggregate amount of bonds which, at the time of such payment, shall have been purchased as hereinafter stated. The moneys so paid to the trustees as a sinking fund shall be applied as follows: The trustees shall, within a reasonable time after each payment as aforesaid, invite proposals for sales to them of bonds hereby secured to the extent of the money received by them as aforesaid, by advertise¬ ment published once a week, for three consecutive weeks, in a news¬ paper of general circulation in the city of New York; and after the last publication of such notice, they shall accept and purchase said bonds from the persons offering the same, at the lowest rate, without discrimi¬ nation or preference, provided the same can be bought at a price not exceeding 105 per centum and accrued interest; and provided further that said trustees may purchase said bonds at public or private sale, if they can be obtained at a cheaper rate than from parties offering pursuant to such advertisement. The expense of said advertisement shall be paid out of the sinking fund. If, within thirty days after the last advertisement in any year, said bonds cannot be bought at or below one hundred and five per centum and accrued interest, to the full amount of the sinking fund for such year, the unexpended portion thereof shall be refunded to said railroad com¬ pany at once. The trustees shall keep a correct account of all moneys received by them for sinking fund purposes, and of the disposition made of the same, and also a registry of the numbers of the bonds which shall be purchased with the moneys of said sinking fund, and the prices paid for the same: which registry and account shall at all reasonable times be open to the inspection of any holder of said bonds, as well as of the president or other duly authorized agent of said Chicago, St. Louis and Pittsburgh Railroad Company; and the trustees shall, on or before the 31st day of December in each year, furnish a transcript of such registry and account to said railroad company. All bonds which may be purchased by the trustees, as herein provided, shall be at once by them canceled and delivered to said railroad company. Eighth. It shall be lawful for the said railroad company, from time to time, upon payment of the consideration therefor to the trustees, to sell, at a fair price, any part of the hereby mortgaged premises, free and clear from the lien or incumbrance of this indenture, and to convey the same, without liability on the part of the grantee for the disposition by the trustees of the price so paid; provided, however, that the proceeds of any sale so made shall, at the option of said railroad company, be in- 75 2 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. vested by it either in the improvement of any remaining part of the mortgaged premises, or in the purchase, at a fair price, of other property, real or personal, which property so purchased shall be subject to all trusts hereby declared with respect to the property in this indenture described, and shall be conveyed in mortgage by said railroad company to the said trustees; or such proceeds of sale, if not so used, shall be invested by the said trustees in the purchase of bonds hereby secured, which bonds so purchased shall be forthwith canceled and delivered to said railroad company. Ninth. Five thousand five hundred coupon bonds of the issue hereby secured, numbered i to 5500 inclusive, shall be signed by the proper officers of the said railroad company, but not sealed with its seal, and shall be deposited with the said Union Trust Company, in trust to hold the same for the sole purpose of retiring sectional bonds prior in lien to those hereby secured; and the trust company shall deliver such bonds only to the said railroad company upon receiving, in exchange therefor, an amount equal in par value to the coupon bonds so delivered, from among bonds purporting to be of the following issues, to wit: First mort¬ gage bonds of the Columbus and Indianapolis Railroad Company, for $157,000, first preferred, and $153,500, common; second mortgage bonds of the same company, for $3,500; first mortgage bonds of the Columbus and Indianapolis Central Railway Company, for $2,631,000; second mort¬ gage bonds of the same company, for $780,000; first mortgage bonds of the Union and Logansport Railroad Company, for $715,000; first mortgage bonds of the Toledo, Logansport and Burlington Railroad Company, for $510,500; income bonds of the same company, for $41,534.77; first mortgage bonds of the Cincinnati and Chicago Air Line Railway Company, for $108,500; sinking fund bonds of the same company, for $8,350.50; first mortgage bonds of the Chicago and Great Eastern Railway Company, for $109,222.50; income bonds of the same company, for $10,150; first mortgage bonds of the Chicago and Great Eastern Railway Company (a corporation organized as successor to the former company of that name), for $116,850; construction and equipment bonds of the same company, for $6,035.53; and income bonds of the Columbus and Indiana Central Railway Company, for $39,000; and said trust company shall cancel all such bonds, sc) received by it, in exchange for bonds deposited as afore¬ said; and when all the bonds specially recited as aforesaid, with all coupons thereto attached, have been received and canceled by said trust company, it shall deliver to said railroad company all the residue of the bonds deposited as aforesaid. Tenth. Whenever a vacancy or vacancies shall occur in this trust from the death, resignation, refusal or incapacity to act, of either of the par¬ ties of the second part hereto, or from any cause whatever, said Chicago, St. Louis and Pittsburgh Railroad Company shall have full power and authority, by resolution of its board of directors, to declare such vacancy and nominate and appoint a new trustee or trustees for the purpose of filling the vacancy or vacancies so caused: such nomination and appoint¬ ment shall be made by instrument of writing, executed under the cor¬ porate seal of the company, and the acceptance of the trust by such new CORPORATE HISTORY. 753 trustee or trustees shall be endorsed upon such instrument of writing; and the trustee or trustees so appointed shall be invested with the same trusts and have the same powers as the trustees herein named, and shall be subject to all the stipulations and conditions of this indenture. Eleventh. It is hereby covenanted and agreed, and this trust is accepted upon the express condition, that said trustees shall not, nor shall any future trustee, incur any liability or responsibility whatever, in conse¬ quence of permitting or suffering said Chicago, St. Louis and Pittsburgh Railroad Company, its successors or assigns, to retain or be in posses¬ sion of the railroad, estates, property and premises hereby mortgaged, or agreed or intended so to be, or any part thereof, and to use and enjoy the same; nor shall said trustees nor any future trustee be or become responsible or liable for any destruction, deterioration, loss, injury or damage, which may be done or occur to the railroad, estates, property and premises hereby mortgaged, or intended so to be, by said railroad company, its agents or servants, or by any other person or persons whomsoever; nor shall any such trustee be in any way responsible for the consequences of any breach on the part of said railroad company of any of the covenants herein contained, or of any act of its agents or servants; nor shall any such trustee be or become liable or responsible for any cause, matter or thing, except for his own gross negligence, or willful and intentional breach of any trust herein expressed and contained. Provided, always, that if said Chicago, St. Louis and Pittsburg Rail¬ road Company, its successors or assigns, shall well and truly pay, or cause to be paid, unto the several persons, bodies politic or corporate, who shall become holders of the bonds and coupons intended to be secured hereby, the several sums of money expressed therein, on the day and year hereinbefore mentioned for payment thereof, together with interest on the same, according to the provisions of said bonds and coupons, or in accordance with the provisions hereof, without any fraud or further delay, then and from thenceforth this indenture and the estate hereby conveyed, or intended so to be, and the said bonds and coupons, shall become void and of no effect, anything hereinbefore contained to the contrary thereof notwithstanding. In testimony whereof, the parties have hereunto affixed their hands and seals, the day and year first above written. Signed, sealed and delivered in presence of us: Witnesses as to W. L. Scott and wife: W. S. BROWN, WM. BREWSTER. Witnesses as to John S. Kennedy and wife: J. T. BROOKS, FRANK J. LOESCH. Witnesses as to Charles J. Osborn and wife: CHAS. L. BEAMAN, CHAS. EDGAR MILLS. WILLIAM L. SCOTT, [seal] MARY M. SCOTT, [seal] JOHN S. KENNEDY, [seal] EMMA B. KENNEDY, [seal] CHARLES J. OSBORN, [seal] MIRIAM A. OSBORN, [seal] 48 754 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO.. Acknowledged by John S. Kennedy and Emma B. Kennedy before Frank Loesch, notary public, Chicago, Ills., February 21, 1883; by Wil¬ liam L. Scott and Mary M. Scott before W. S. Brown, notary public, Erie, Pa., February 24, 1883; by Charles J. Osborn and Miriam A. Osborn before Charles Edgar Mills, notary public, New York City, February 26, 1883. Recorded in following counties: Cook, Illinois, March 10, 1883, vol. 1338, page 14; state of Indiana, Lake, March 10, 1883, vol. 14, page 112; Porter, March 12, 1883, vol T, page 24; La Porte, March 10, 1883, vol. 14, page 240; Starke, March 12, 1883, vol. G, page 243; Pulaski, March 9, 1883, vol. M, page 220; Cass, March 9, 1883, vol. 4, page 30; Howard, March 8, 1883, vol. 24, page 495; Tipton, March 8, 1883, vol. 14, page 208; Madison, March 7, 1883, vol. 22, page 62; Henry, March 8, 1883, vol. 16, page 422; Wayne, March 5, 1883, vol. 43, page 476; Hancock, March 14, 1883, vol. O, page 293; Marion, March 14, 1883, vol. 122, page 560; Randolph, March 7, 1883, vol. V, page 231; Jay, March 6, 1883, vol. Q, page 1; Blackford, March 7, 1883, vol. H, page no; Grant, March 7, 1883, vol. U, page 368; Miami, March 8, 1883, vol. Q, page 1; White, March 13, 1883, vol. V, page 1; Jasper, March 13, 1883, vol. 13, page 327; Newton, March 13, 1883, vol. 16, page 238; state of Ohio; Preble county, March 5, 1883, vol. 17, page 454; Darke, March 5, 1883, vol. 48, page 19; Miami, March 3, 1883, vol. 32, page 50; Champaign, March 5, 1883, vol. X, page 364; Union, March 6, 1883, vol. 19, page 1; Madison, March 3, 1883, vol. 15, page 48; Franklin, March 3, 1883, vol. 86, page 1; Re-recorded, Cook county, Ills., April 16, 1883, vol. 1172, page 507; Marion county, Ind, April 24, 1883, vol. 123, page 474. CONFIRMATORY MORTGAGE. Chicago, St. Louis and Pittsburgh Railroad Company (of Indiana) to Conrad Baker and the Union Trust Company of New York. Dated March 31, 1883. This indenture, made this thirty-first day of March, in the year 1883, between the Chicago, St. Louis and Pittsburgh Railroad Company, a corporation created under the laws of Indiana, as first party, and Conrad Baker of the city of Indianapolis, Indiana, and the Union Trust Company of New York, trustees, as second party: Bears Witness: Whereas, By a certain deed or indenture, dated the seventeenth day of March, 1883, wherein William L. Scott and Mary M. Scott, his wife, of Erie, Pennsylvania, John S. Kennedy and Emma B. Kennedy, his wife, of New York City, and Charles J. Osborn and Miriam A. Osborn, his wife, of New York City, are parties of the first part, and the said Chicago, St. Louis and Pittsburgh Railroad Company is party of the second part, the parties of the first part, in the said indenture, conveyed to the party of the second part therein a certain railroad, with the equipment, appur¬ tenances and franchises therein mentioned; And Whereas, By a certain mortgage or deed of trust, dated the twenty- first day of February, 1883, between the said William L. Scott, Mary M. Scott, John S. Kennedy, Emma B. Kennedy, Charles J. Osborn and Miriam A. Osborn, as parties of the first part, and the said Conrad Baker CORPORATE HISTORY. 755 and the said Union Trust Company, as parties of the second part, the said railroad, equipment, appurtenances and franchises were conveyed by the parties of the first part, in such indenture, to the parties of the second part therein, in trust, to secure certain bonds to be thereafter issued by the said Chicago, St. Louis and Pittsburgh Railroad Company, as therein described; And Whereas, In and by the indenture first above mentioned, bearing even date with this indenture, the said Chicago, St. Louis and Pittsburgh Railroad Company covenanted and agreed to execute and deliver such further deeds of conveyance and assurance, for the better assuring unto the trustees in the mortgage or deed of trust hereinbefore mentioned, upon the trusts in said mortgage or deed of trust expressed, the railroad, its equipment and appurtenances therein mentioned, or intended so to be, and all other properties and things whatsoever which might be thereafter acquired for use in connection with the same, or any part thereof, and all franchises then held or thereafter acquired, including every franchise to be a corporation, as by the said trustees should be required; And Whereas, The second party hereto, as trustees in said mortgage or deed of trust, have requested the first party hereto to execute, acknowl¬ edge and deliver to the second party, as such trustees, a mortgage or deed of trust in pursuance of said covenant; Now, Therefore this Inden¬ ture Witnesseth: First. That the said first party, the Chicago, St. Louis and Pittsburgh Railroad Company, in consideration of the premises, and in further con¬ sideration of the sum of one dollar to it in hand paid by the second party, receipt whereof is hereby acknowledged, and especially in order to secure the payment of said mortgage bonds and interest thereon, has granted, bargained, sold, transferred and conveyed, and does hereby grant, bargain, sell, transfer and convey unto the second party, as joint tenants, and not as tenants in common, and to the survivor of them, their successors and assigns, the following described railroad, heretofore known as the Colum¬ bus, Chicago and Indiana Central Railway, extending from the city of Chicago, in the state of Illinois, through the county of Cook in said State, southward to the state of Indiana, and through the counties of Lake, Porter, La Porte, Starke, Pulaski, Cass, Howard, Tipton, Madison, Henry and Wayne, in Indiana, to the city of Richmond, in the state of Indiana, and thence eastward to the boundary line of the state of Ohio, and through the counties of Preble, Darke, Miami, Champaign, Union Madison and Franklin, in the state of Ohio, to the city of Columbus, Ohio, and also extending from the city of Richmond aforesaid, westward through the counties of Wayne, Henry, Hancock and Marion, to the city of Indianapolis, in the state of Indiana, and also extending from the main line aforesaid at a point in Miami county, Ohio, westward through the county of Darke, in Ohio, to the Indiana State line at Union City, and thence westward through the counties of Randolph, Jay, Blackford, Grant, Miami, Cass, White, Jasper, and Newton, in Indiana, to the line of the State of Illinois, in the direction toward Peoria; altogether being in length of railway about five hundred and eighty-six and one-half (586^) miles, about four hundred and twenty-four and one-half (424L>) miles 756 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. thereof being in the State of Indiana, about one hundred and thirty-four and one-half (134^2) miles thereof being in the State of Ohio, and about twenty-seven and one-half (27^2) miles thereof being in the State of Illinois, including all the railways, tracks, rights of way, main lines, branch lines, superstructures, depots, depot grounds, station houses, engine houses, car houses, freight houses, wood houses, sheds, watering places, workshops, machine shops, bridges, viaducts, culverts, fences and fixtures, held or acquired, or hereafter to be acquired, for use in connec¬ tion with said railroad or the business thereof, and including, also, all locomotives, tenders, passenger, baggage, freight and other cars, machines, tools, implements, telegraph poles, lines, instruments and appurtenances, fuel and materials for constructing, operating, repairing or replacing the said railroad or its equipments or appurtenances, now held or hereafter to be acquired by said Chicago, St. Louis and Pittsburgh Railroad Com¬ pany, and connected with or relating to said railroad, or to the construc¬ tion, maintenance or use thereof, together with all and singular the tene¬ ments, hereditaments and appurtenances to the said railroad or any part thereof belonging or in any wise appertaining; and also all the rights, privileges, immunities and franchises formerly belonging to the Columbus, Chicago and Indiana Central Railway Company, and now owned by the first party, and the reversion and reversions, remainder and remainders, tolls, income, rents, issues and profits of said railroad and its appurte¬ nances; and also all the estate, right, title, interest, property, possession, claim and demand whatsoever, as well in law as in equity, of the first party, or its assigns, in and to the same, and any part and parcel thereof, with the appurtenances, including the franchises to be a corporation. Subject, nevertheless, 'to the mortgage or deed of trust bearing date the twenty-first day of February, 1883, executed and delivered by William L. Scott and wife, John S. Kennedy and wife, and Charles J. Osborn and wife, as aforesaid, and to the sectional mortgages mentioned in said mort¬ gage or deed of trust; To have and to hold, The above described premises and appurtenances, subject as aforesaid, unto the second party, as joint tenants, and not as tenants in common, and to the survivor of them in this trust, their suc¬ cessors and assigns, to the only proper use and behoof of the second party, and of the survfvor of them, and of the successors and assigns of such survivor; In trust, nevertheless, for the purposes expressed and upon the trusts declared in the mortgage or deed of trust, executed by Scott, Ken¬ nedy and Osborn, as aforesaid. Second.That the said Chicago, St. Louis and Pittsburgh Railroad Com¬ pany hereby ratifies and confirms all the provisions, covenants and agree¬ ments contained in the said indenture, dated the twenty-first day of February, 1883, and hereby covenants and agrees to perform, on its part, all the acts required of it by the said indenture, and especially to pay to the trustees therein mentioned the sums required to be paid by the said indenture for the purpose of a sinking fund and interest thereon. Third. That the said trustees and their successors in the trust shall be entitled to receive just and reasonable compensation for all duties performed by them or any of them in the discharge of the trust hereby CORPORATE HISTORY. 757 created and for all their reasonable expenses and disbursements, which compensation shall be paid by the said first party, its successors or assigns. in witness whereof, The party of the first part has caused this indenture to be executed under its corporate seal, duly attested by its assistant sec¬ retary; and the parties of the second part, for the purpose of evidencing their acceptance of the trust hereby created, have also hereunto set their respective hands and seals, on the day and year first above written Signed, sealed and acknowledged (as to the two corporations) in presence of THOS. G. SHEARMAN, CHARLES NETTLETON. The Chicago St. Louis and Pittsburgh Railroad Company. By W. L. SCOTT, President. Attest: [seal] A. A. STULL, Asst. Secretary. [seal] Union Trust Company of New York, By EDWARD KING, President. Attest: A. D. RONALDSON, Secretary. « Witness as to Conrad Baker: LUCIEN L. GILBERT, CONRAD BAKER, [seal] EDWARD DANIELS. Acknowledged by W. L. Scott and Edward King, March 31, 1883, before Charles Nettleton, Commissioner for Indiana and Illinois, in New York. W. L. Scott and Edward King also made separate acknowledgment March 31, 1883, before Charles Nettleton, Commissioner for Ohio, in New York. Recorded in following counties: Cook, Illinois, April 16, 1883, vol. 1341, page 69; state of Indiana: Lake county, April 17, 1883, vol. 14, page 187; Porter, April 17, 1883, vol. U, page 1; La Porte, April 17, 1883, vol. 14, page 388; Starke, April 17, 1883, vol. G, page 256; Pulaski, April 19, 1883, vol. M, page 360; Cass, April 19, 1883 vol. 4, page 47; Howard, April 20, 1883, vol. 24, page 579; Tipton, April 20, 1883, vol. 14, page 290; Madison, April 20, 1883, vol. 22, page 130; Henry, April 20, 1883, vol. 16, page 438; Wayne, April 25, 1883, vol. 44, page 97; Hancock, April 24, 1883, vol. O, page 358; Marion, April 24, 1883, vol. 123, page 491; Ran¬ dolph, April 24, 1883, vol. V, page 325; Jay, April 23, 1883, vol. Q, page 19; Blackford, April 21, 1883, vol. H, page 175; Grant, April 21, 1883, vol. U, page 528; Miami, April 20, 1883, vol. Q, page 119; White, April 18, 1883, vol. V, page 16; Jasper, April 18, 1883, vol. 13, page 409; Newton, April 18, 1883, vol. 16, page 314; state of Ohio: Preble county, April 25, 1883, vol. 17, page 478; Darke, April 25, 1883, vol. 48, page 98; Miami, April 26, 1883, vol. 32, page 372; Champaign, April 25, 1883, vol. X, page 560; Union, April 23, 1883, vol. 19, page 30; Madison, April 26, 1883, vol. 15, page 230; Franklin, April 26, 1883, vol. 86, page 480. 75^ PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. 4 CHICAGO, ST. LOUIS AND PITTSBURGH RAILROAD COMPANY (OF ILLINOIS ). 1 CERTIFICATE OF INCORPORATION. Whereas, On or about the 20th day of February, 1868, the Columbus, Chicago and Indiana Central Railway Company, being then a corpora¬ tion existing under the laws of the states of Ohio, Indiana and Illinois, formed by the consolidation of certain other railroad companies under the laws of the said states respectively, was the owner of a certain railway extending from the city of Chicago, in the state of Illinois, through the county of Cook, in said state, southward to the state of Indiana, and through the counties of Lake, Porter, La Porte, Starke, Pulaski, Cass, Howard, Tipton, Madison, Henry and Wayne, in Indiana, to the city of Richmond, in the state of Indiana, and thence eastward to the boundary line of the state of Ohio, and through the counties of Preble, Darke, Miami, Champaign, Union, Madison and Franklin, in the state of Ohio, to the city of Columbus, Ohio, and also extending from the city of Rich¬ mond aforesaid, westward through the counties of Wayne, Henry, Han¬ cock and Marion, to the city of Indianapolis, in the state of Indiana, and also extending from the main line aforesaid at a point in Miami'county, Ohio, westward, through the county of Darke, in Ohio, to the Indiana state line at Union City, and thence westward, through the counties of Randolph, Jay, Blackford, Grant, Miami, Cass, White, Jasper and Newton, in Indiana, to the line of the state of Illinois, in the direction toward Peoria; altogether being in length of railway about five hundred and eighty-six and one-half (586U) miles, about four hundred and twenty- four and one-half (424U) miles thereof being in the state of Indiana, about one hundred and thirty-four and one-half (134U) miles thereof being in the state of Ohio, and about twenty seven and one-half (27G) miles thereof being in the state of Illinois. And whereas, On or about the said 20th day of February, 1868, the said railway company executed a mortgage or deed of trust, dated that day, to James A. Roosevelt and William R. Fosdick, conveying all the said railway in the said three states, together with all the said company’s franchises, equipments, property, tolls, issues and profits; and all its lands, tenements, buildings, fixtures, machinery, goods and chattels con¬ nected with or used in the using or operating of said railway, or appur¬ tenant thereto; and all its rails, ties, fuel, fencings and erections, and all its rights of way and easements, and all cars, engines and tools, and all rents, reservations and reversions of every nature and kind whatever, including all the property between said terminal points, which said railway company owned or possessed on the 20th day of February, 1868, or has since acquired, either in law or in equity, of every kind whatever appur¬ tenant thereto. The object of said mortgage or deed of trust being to secure the payment of the principal and interest of bonds of said Colum¬ bus, Chicago and Indiana Central Railway Company, amounting to fifteen million dollars. 1 See page 95 . CORPORATE HISTORY. 759 And whereas, Afterwards, suits in equity were brought in the Circuit Courts of the United States for the northern district of Illinois, the district of Indiana and the southern district of Ohio, western division, wherein James A. Roosevelt and William R. Fosdick were complainants* and the said Columbus, Chicago and Indiana Central Railway Company, Frederick R. Fowler, Archibald Parkhurst and John B. Thompson were defendants, for the purpose of procuring a decree of foreclosure upon the said mortgage or deed of trust; and in each of the said suits William L. Scott was made a party and filed his cross bill against all the said com¬ plainants and defendants; and such proceedings were had in each of said courts that, upon the original bills and the answers thereto, and upon said cross bills of said Scott and the answers thereto, a final decree was rendered by the said Circuit court for the northern district of Illinois, and also by the said Circuit court for the district of Indiana, the decree of the former court being entered on the 15th day of November, 1882, and that of the latter court being entered on the 16th day of November, 1882; and a like decree was rendered by the said Circuit court for the southern district of Ohio, western division, dated and entered on the 23d day of November, 1882; and in and by said decrees it was ordered, adjudged and decreed, that the said mortgage should be foreclosed, and that the property therein mentioned should be sold as an entirety; and in the said decrees the property thereby ordered to be sold was described as follows, to-wit: All and singular the entire railroad of the Columbus, Chicago and Indiana Central Railway Company, lying, being and extending from its terminus in the city of Chicago, in the state of Illinois, through the county of Cook, in said state, southward to the state of Indiana, and through the counties of Lake, Porter, La Porte, Starke, Pulaski, Cass, Howard, Tipton, Madison, Henry and Wayne, in Indiana, to the city of Richmond, in the state of Indiana, and thence eastward to the boundary line of the state of Ohio, and through the counties of Preble, Darke, Miami, Champaign, Union, Madison and Franklin, in the state of Ohio, to the city of Columbus, Ohio, and also extending from the city of Richmond aforesaid, westward through the counties of Wayne, Henry, Hancock and Marion to the city of Indianapolis, in the state of Indiana, and also extending from the main line aforesaid at a point in Miami county, Ohio, westward, through the county of Darke, in Ohio, to the Indiana state line at Union City, and thence westward, through the counties of Randolph, Jay, Blackford, Grant, Miami, Cass, White, Jasper and Newton, in Indiana, to the line of the state of Illinois, in the direction toward Peoria; altogether being in length of railway about five hundred and eighty-six and one-half (586^) miles, about four hundred and twenty- four and one-half (424P2) miles thereof being in the state of Indiana, about one hundred and thirty-four and one-half (134L2) miles thereof being in the state of Ohio, and about twenty-seven and one-half (27P2) miles thereof being in the state of Illinois; with all its franchises, equipments, property, tolls, issues and profits; and all its lands, tenements, buildings, fixtures, machinery, goods and chattels, connected with or used in the using or operating of said railway, or appurtenant thereto; and all its rails, ties, fuel, fencing and erections, and all its rights of way and easements, 760 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. and all cars, engines and tools and all rents, reservations and reversions of every nature and kind whatever, including all the property between said terminal points which said railway company owned or possessed on ^the 20th day of February, 1868, or has since acquired, either in law or in equity, of every kind whatever pertinent thereto, but not including or operating to include any lands, goods, chattels, property, machinery, equipments, or other matters, which said company then owned or has since acquired, not necessary for use for any purpose incident to the management or operation of said railway or of the repair thereof, or in the business of said railway company) nor any right of way, easement, franchises, power, or corporate right to build a railway from Chicago to Galena, or to any other place westward of Chicago, possessed and owned by the said railway company, or granted to them or to the Chicago and Great Eastern Railway Company, or to any persons or body corporate of whom said railway company was the successor or assignee on or before the 20th day of February, 1868; but expressly including all right, title, interest, claim or demand, and all money, rents, and property held and owned by, or recovered or to be recovered by said Roosevelt and Fosdick, as receivers or trustees by decree of the Circuit court of the United States, for the district of Indiana, upon their cross-bill in a certain suit brought by the Pittsburgh, Cincinnati and St. Louis Railway Company against said Columbus, Chicago and Indiana Central Railway Company, and now pending upon appeal in the Supreme court of the United States, or otherwise, and all rights of action included in said cause or asserted by them as receivers or trustees therein or otherwise, and all rents which have accrued from the Pittsburgh, Cincinnati and St. Louis Railway Company, and all right to recover the same against said company, or as against the Pennsylvania Railroad Company, under and by virtue of the lease and amended lease named in said decrees of said courts; together with the right, at the option of the said purchaser, to elect to continue said lease in force as against said lessee, the Pittsburgh, Cincinnati and St. Louis Railway Company and its guarantor the Pennsylvania Railroad Company, or, at the option of said purchaser, and with the consent of said lessee and guarantor, to disaffirm and annul the same; also including all estates, properties, rights, titles, and interests which have become vested m and are now held by said Roosevelt and Fosdick, as receivers in said causes, or which shall be held by them at the time of said sale. And whereas, Afterwards and on the tenth day of January, 1883, all the property hereinbefore described was sold at public sale, under and in puisuance of each and all of the said final decrees of the said courts, by the master and commissioner therein named, at which sale the under¬ signed, William L. Scott, John S. Kennedy and Charles J. Osborn, became the purchasers of all said property, and have since associated with them¬ selves the. other persons whose names are hereunto subscribed: all of whom desire and intend to form a corporation under the laws of the state of Illinois, as hereinafter more particularly set forth. Now, therefore, In pursuance of the statute of the state of Illinois, in such case made and provided, and especially in pursuance of an Act of tie General Assembly of the state of Illinois, entitled “An Act to provide for the Incorporation of Associations that may be organized for the pur- CORPORATE HISTORY. 76 l pose of constructing railways, maintaining and operating the same, for prescribing and defining the duties and limiting the powers of such corporations when so organized,” approved March 1, 1872, and the acts of the General Assembly amendatory thereof and supplementary thereto, we whose names are hereunto subscribed, do hereby form ourselves into a corporation for the purpose of purchasing, owning, operating, and main¬ taining so much of the railway hereinbefore described as is situated withm the state of Illinois, and for the transaction of all business connected with the same. And for this purpose we do hereby certify as follows: First. The name of the corporation hereby formed is the Chicago, St. Louis and Pittsburgh Railroad Company. Second. The places from and to which it is intended to own, operate and maintain a railroad are: from the city of Chicago to a point on the boundary line between the county of Cook, in the state of Illinois, and the county of Lake, in the state of Indiana, where the railway now known as the Columbus, Chicago and Indiana Central Railway crosses said boun¬ dary line. Third. The principal business office of said corporation shall be estab¬ lished and maintained in the city of Chicago. Fourth. The time of the commencement of said corporation shall be the day of , 1883, and the period of its continuance shall be fifty years from that date. Fifth. The capital stock of said corporation shall be fifty thousand dollars. Sixth. The names and places of residence of the several persons form¬ ing said association for incorporation are as follows: William L. Scott, Erie, Pa.; John S. Kennedy, New York City; Charles J. Osborn, New York City; John B. Drake, Chicago, Ill.; R. Biddle Roberts, Chicago, Ill.; J. N. McCullough, Pittsburgh, Pa.; Thomas D. Messier, Pittsburgh, Pa.; George Driggs, Chicago, Ill.; William Borner, Chicago, Ill. Seventh. The names of the members of the first Board of Directors of said corporation are as follows: William L. Scott, John B. Drake, R. Biddle Roberts, J. N. McCullough, Thomas D. Messier, George Driggs, William Borner. And the officers or persons in whom the gov¬ ernment of said corporation and the management of its affairs shall be vested shall be a president, one or more vice-presidents, an executive committee of three persons, a secretary and a treasurer, and such other officers as the by-laws of the corporation shall hereafter prescribe. Eighth. The number of shares in the capital stock of said corporation shall be five hundred, and the par value of each share shall be one hundred dollars. In testimony whereof, We do hereby adopt the foregoing articles of incorporation, and subscribe our hands and seals this 226. day of February, A. D. 1883. WM L SCOTT, J. N. McCULLOUGH, JOHN S. KENNEDY, THOS. D. MESSLER, CHAS. J. OSBORN, JOHN B. DRAKE, R. BIDDLE ROBERTS, Filed in the office Secretary of State Illinois, March 15, 1883. GEORGE DRIGGS, WILLIAM BORNER. 762 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. DEED. William L. Scott, et al., to the Chicago, St. Louis and Pittsburgh Railroad Company of Illinois. Dated March 17, 1883. Conveying portion of Columbus, Chicago and Indiana Central Railway in Illinois. This indenture, Made this seventeenth day of March, in the year 1883, between Wm. L. Scott and Mary M. Scott, his wife, of Erie, Pennsylvania, John S. Kennedy and Emma B. Kennedy, his wife, of New York City, and Charles J. Osborn and Miriam A. Osborn, his wife, of New York City, as first party, and the Chicago, St. Louis and Pittsburgh Railroad Com¬ pany, a corporation of the state of Illinois, as second party. Bears wit¬ ness: Whereas, The first party purchased the entire railway heretofore known as the Columbus, Chicago and Indiana Central Railway, together with all properties, estates, rights and franchises incident to or connected therewith, at a public sale held in the city of Indianapolis, Indiana, on Wednesday, the 10th day of January, 1883, pursuant to certain decrees and orders of the United States Circuit courts in the states of Illinois, Indiana and Ohio; and, Whereas, The first party by deed dated the seventeenth day of March, 1883, sold and conveyed said entire railway, properties, estates, rights and franchises, purchased as aforesaid, to the Chicago, St. Louis and Pitts* burgh Railroad Company, a corporation created under the laws of the state of Indiana; and, Whereas, The first party, previous to such sale and conveyance, had executed and delivered to Conrad Baker, of the city of Indianapolis, and the Union Trust Company of New York, as trustees, a mortgage or deed of trust covering said entire railway, properties, estates, rights and fran¬ chises; the object and intent of said mortgage or deed of trust, being to secure the payment, principal and interest of twenty-two millions of the fifty year five per cent, gold bonds of said Chicago, St. Louis and Pitts¬ burgh Railroad Company, a corporation of the state of Indiana as afore¬ said, which were to be executed and delivered to the first party hereto, as part payment of the purchase money of said railway, properties, estates, rights and franchises; and, Whereas, The second party has authority to purchase, operate and main¬ tain so much of said railway as lies within the state of Illinois, together with such estates, properties, rights and franchises as are incident to such portion of said railway, and is willing and has offered to purchase what¬ ever remaining interest, right, title or possession the first party has or may have in said portion of said railway situated within the state of Illinois and to pay therefor fifty thousand dollars in the capital stock of said second party. Now, therefore, in consideration of the premises, and of the execution and delivery of the certificates of the capital stock of said company to the amount of fifty thousand dollars, and of the sum of one dollar in hand, receipt whereof is hereby acknowledged, the first party has sold, released CORPORATE HISTORY. 763 and quit-claimed, and does hereby sell, release and quit-claim unto the second party, and unto its successors and assigns forever, all the right, title, interest, property, possession, claim and demand whatsoever, in law or equity, of the first party, or of either of the persons composing the first party, of, in, and to, all and singular that portion of said railway heretofore known as the Columbus, Chicago and Indiana Central Railway, which is situated within the state of Illinois, beginning at a point in the city of Chicago and extending thence in a southeasterly direction, through the county of Cook, to a point in the boundary line between the states of Illinois and Indiana, where said Columbus, Chicago and Indiana Central Railway formerly crossed said boundary line; being a total length of railway of twenty-seven and one-half (27^2) miles, with all and singular the rights, privileges and franchises, incident to or in any manner con¬ nected with said portion of railway. To have and to hold said portion of railway, with the appurtenances, to the second party, its successors and assigns forever; subject, however, to the aforesaid mortgage or deed of trust, and the terms and conditions thereof, bearing date the 21st day of February, 1883, executed and deliv¬ ered by the first party to Conrad Baker and the Union Trust Company of New York, trustees: and subject also to all liens which were upon said premises at the time of the sale aforesaid by said master in chancery and said commissioner to the first party, but free from and discharged of the lease of the Columbus, Chicago and Indiana Central Railway to the Pittsburgh, Cincinnati and St. Louis Railway Company described in said decrees. Provided, nevertheless, and it is the true intent and meaning of this conveyance, that nothing herein contained shall be construed to express or imply any covenant by the first party, or either of the persons composing the first party hereto; but that this indenture shall operate to convey on behalf of the first party only such right, title, interest, property, possession, claim and demand in said portion of railway and appurte¬ nances hereinbefore described, as the first party or either of the persons composing the first party hereto, may now have. In witness whereof, The parties of the first part have hereunto set their hands and seals, and the party.of the second part has caused this indenture to be executed under its corporate seal, duly attested by its secretary, to ■evidence its acceptance of the same upon the terms and conditions therein named, the day and year first above written. Signed and sealed by all the WILLIAM L. SCOTT, [seal] parties in the presence of MARY M. SCOTT, [seal] CHARLES NETTLETON. JOHN S. KENNEDY, [seal] EMMA B. KENNEDY, [seal] CHARLES J. OSBORN, [seal] MIRIAM A. OSBORN. [seal] CHAS. L. BEAMAN. Signed and sealed by W. L. Scott and Mary M. Scott in presence of W. S. BROWN, W. BREWSTER. The Chicago St. Louis and Pittsburgh Railroad Company. By W. L. SCOTT, President. 764 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Signed, and sealed and acknowledged by the Chicago, St. Louis and Pittsburgh Company in the presence of CHARLES NETTLETON, THOS. G. SHEARMAN. Seal C-, St. L. & P. R. R. Co. Incorporated 1883. Attest: S. B. LIGGETT, Secretary. John S. Kennedy and Emma B. Kennedy and Charles J. Osborn and Miriam A. Osborn made three acknowledgments March 17, 1883, before Charles Nettleton, as Commissioner for Indiana, Illinois and Ohio, in New York. William L. Scott and Mary M. Scott made three acknowl¬ edgments before W. S. Brown, Notary Public, Erie, Pa., March 19, 1883; also acknowledged by them before Charles Nettleton, Commissioner for Ohio, Indiana and Illinois, in New York, March 31, 1883. Recorded, Cook county Illinois, April 16, 1883, vol. 1323, page 282, of Deed Record. CHICAGO, ST. LOUIS AND PITTSBURGH RAILROAD COMPANY . 1 ARTICLES OF CONSOLIDATION Between the Chicago, St. Louis and Pittsburgh Railroad Company (of Indiana) and the Chicago, St. Louis and Pittsburgh Rail¬ road Company (of Illinois), under the name of the Chicago, St. Louis and Pittsburgh Railroad Company. Dated September 5, 1883. This Agreement, made this fifth day of September, in the year 1883, between the Chicago, St. Louis and Pittsburgh Railroad Company, a corporation duly created and organized under the laws of the state of Illinois, as first party, and the Chicago, St. Louis and Pittsburgh Railroad Company, a corporation duly created and organized under the laws of the state of Indiana, as second party, bears witness: Whereas, The first party is the owner, and in possession of a line of railway extending from the city of Chicago in a southerly direction in the county of Cook, to a point in the boundary line between the states of Indiana and Illinois, where the Columbus, Chicago and Indiana Central Railway formerly crossed said state line, a distance of about twenty-seven and one-half (27^) miles; and Whereas, The second party is the owner, and in possession of a line of railway situated in the states of Indiana and Ohio, beginning at a point in the boundary line between the states of Illinois and Indiana where the Columbus, Chicago and Indiana Central Railway formerly crossed said boundary line, thence south-eastwardly through the counties of Lake, Porter, La Porte, Starke, Pulaski, Cass, Howard, Tipton, Madison, Henry and Wayne, in Indiana, to the city of Richmond, in the state of Indiana, 1 See page 96. CORPORATE HISTORY. 765 and thence eastward to the boundary line of the state of Ohio, and through the counties of Preble, Darke, Miami, Champaign, Union, Madison and Franklin, in the state of Ohio, to the city of Columbus, Ohio, and also extending from the city of Richmond aforesaid, westward, through the counties of Wayne, Henry, Hancock and Marion, to the city of Indian¬ apolis, in the state of Indiana, and also extending from the main line aforesaid at a point in Miami county, Ohio, westward, through the county of Darke, in Ohio, to the Indiana state line at Union City, and thence westward, through the counties of Randolph, Jay, Blackford, Grant, Miami, Cass, White, Jasper and Newton, in Indiana, to the line of the state of Illinois, in the direction toward Peoria; being altogether a length of four hundred and twenty-four and one-half (424^2) miles of railway in the state of Indiana, and about one hundred and thirty-four and one-half ( i 34H) miles in the state of Ohio; and Whereas, The railroads hereinbefore described are connected at a com¬ mon point in the boundary line between the states of Illinois and Indiana, and form a single system of railway, constituting what has been heretofore known as the Columbus, Chicago and Indiana Central Railway; and Whereas, Said railway was sold as an entirety at public sale in the city of Indianapolis, on the 10th day of January, 1883, pursuant to orders and decrees of the United States Circuit courts for the states of Illinois, Indiana and Ohio, and was bought in the interest of certain stockholders, bond¬ holders and creditors of said Columbus, Chicago and Indiana Central Rail¬ way Company, pursuant to an agreement for the reorganization of said company entered into by said stockholders, bondholders and creditors; and Whereas, It is essential to the parties hereto, as well as conducive to public interests, that said system of railway should be administered as an entirety, and to that end that the capital stock, railways, properties, rights and franchises of both parties hereto should be united; Now, therefore, It is agreed that the capital stock, railways, properties, rights and franchises of the respective parties, as hereinbefore described, be, and the same are hereby united, merged and consolidated, and a new consolidated company be formed, as follows: First. The name of such consolidated company shall be the Chicago, St. Louis and Pittsburgh Railroad Company. Second. The capital stock of said company shall consist of three hun¬ dred thousand shares, each of the par value of one hundred dollars; one hundred thousand shares of said stock, to wit: the sum of ten million dollars, shall be known and designated as common stock. Two hundred thousand shares of said stock, to wit: the sum of twenty million dollars, shall be known and designated as preferred stock. The preferred stock shall be entitled to dividends, if earned, at the rate of six per cent, per annum, payable semi-annually, in preference to the payment of any divi¬ dend on the common stock; such preferred dividends to be cumulative, but dependent upon the profits as declared by the board of directors, and no interest to accrue on delayed dividends. Third. The principal business office of said company shall be estab¬ lished and maintained in the city of Indianapolis, state of Indiana. Fourth. The following are the names of the members of the first j 66 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. board of directors of said company, who shall continue in office until the first annual meeting of the stockholders of said consolidated company, which shall take place on the third Wednesday of March, 1884, and annually thereafter on said day, unless hereafter otherwise provided in the by-laws of said company: William L. Scott, Erie, Penna., Charles J. Osborn, New York, George B. Roberts, Philadelphia, Penna., John P. Green, Philadelphia, Penna., R. Biddle Roberts, Chicago, Ills., George Driggs, Chicago, Ills., George Willard, Chicago, Ills., William Borner, Chicago, Ills., F. W. Belz, Chicago, Ills. The government of said consolidated company, and the management of its affairs, shall be vested in the following named officers or persons: a president; one or more vice-presidents; an executive committee of five persons; a secretary; a treasurer, and such other officers as may from time to time be provided in the by-laws of said company. Fifth. Such consolidated company shall assume the payment of, and at their maturity, fully pay off and discharge certain bonds, denominated Sectional Mortgage Bonds, amounting in the aggregate to about $5,343,000, with such interest as may accrue thereon, the same having been issued by the various companies which formed, by successive consolidations, the Columbus, Chicago and Indiana Central Railway Company. Sixth. Such consolidated company shall also assume the payment of, and at their maturity, according to the tenor thereof, fully pay off and discharge twenty-two million dollars of the fifty-year five per cent, gold bonds executed and delivered to Wm. L. Scott, John S. Kennedy and Charles J. Osborn, by the second party, as part payment of the purchase money for said railway, and all the estates, properties, rights and fran¬ chises connected therewith, together with such interest as may accrue on said bonds; and shall also assume and perform all the obligations and covenants which are devolved upon the second party hereto, and which said second party has not already performed, in a certain mortgage or deed of trust, executed and delivered by Wm. L. Scott and wife, John S. Kennedy and wife, and Charles J. Osborn and wife, as first party, to Conrad Baker and the Union Trust Company, of New York, as second party, bearing date the twenty-first day of February, in the year 1883, also in a certain deed of conveyance between said Scott, Kennedy and Osborn, and their wives, as first party, and the second party hereto as second party, dated the seventeenth day of March, 1883. Seventh. Inasmuch a$ the capital stock of me second party represents the full and exact amount and kind of stock which was to be issued and delivered, pursuant to the agreement of reorganization hereinbefore men¬ tioned, it is agreed that the stockholders of the second party shall receive all the stock of the new consolidated company, and in the same propor¬ tion, as to preferred and common stock, as is now held by them respec¬ tively, and that no stock of such consolidated company shall be issued to the stockholders of the first party, or in lieu of the stock of the first party now held by them respectively, but the same shall be surrendered and canceled. In witness whereof, said companies, parties hereto, have caused these CORPORATE HISTORY. 767 presents to be executed under their respective corporate seals, this fifth day of September, 1883. The Chicago, St. Louis and Pittsburgh Railroad Company, By J. N. McCULLOUGH, First Vice-President. [seal] Attest: S. B. LIGGETT, Secretary. The Chicago, St. Louis and Pittsburgh Railroad Company, By W. L. SCOTT, President. [seal] Attest: S. B. LIGGETT, Secretary. Ratified by the stockholders of the Chicago, St. Louis and Pittsburgh Railroad Company, of Indiana, March 19, 1884, and by the stockholders of the Chicago, St. Louis and Pittsburgh Railroad Company, of Illinois, March 20, 1884. Filed in the office Secretary of State of Indiana, April 1, 1884, and of Illinois, April 3, 1884. KOKOMO BELT RAILROAD COMPANY . 1 ARTICLES OF ASSOCIATION. We, the undersigned, whose names and places of residence are desig¬ nated in the margin, for the purpose of organizing a company to con¬ struct, own, and maintain a railroad hereinafter mentioned, in pursuance of an Act of the General Assembly of the state of Indiana, entitled “An Act to provide for the incorporation of railroad companies,” approved May 11, 1852, do hereby each for himself, subscribe the number of shares in the capital stock of said contemplated railroad company, set opposite our respective names, such subscription payable to said company as the board of directors may from time to time direct. And we hereby subscribe and agree to the following Articles of Asso¬ ciation, to wit: Article First. The name and style of the corporation shall be, “ The Kokomo Belt Railroad Company.” Second. The capital stock of the corporation shall be eleven thousand ($11,000.00) dollars, to consist of one hundred and ten (no) shares of one hundred ($100.00) dollars each. Third. The railroad shall commence at a point in the center of the Chicago, St. Louis and Pittsburgh Railroad, 20.4 feet south of where said railroad crosses the north line of section No. six (6), township No. twenty-three (23) north, range No. four (4) east, in Howard county, state of Indiana, and runs thence in a general westerly direction to the Kokomo Straw Board Works, in said county. Said proposed railroad is two and one-half (2P2) miles in length—all in Howard county, Indiana. Fourth. The number of directors of such corporation shall be five. 1 See page 100. 768 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. The following stockholders shall constitute the Board of directors, to manage the affairs of such corporation for the ensuing year, viz: Charles A. Jay, Lex J. Kirkpatrick, George P. Wood, George W. Landon and James C. Blacklidge. In witness whereof, We have hereunto severally set our names, as par¬ ties to the above articles, and subscribed to the capital stock of said com¬ pany, this 21st day of November, 1888. Signed by twenty subscribers. Duly acknowledged before G. W. Duke, Notary Public, Howard county, Indiana, November 21, 1888. Filed in the office of the Secretary of State of Indiana, November 22 1888. AGREEMENT. Between the Kokomo Belt Railroad Company and the Chicago, St. Louis and Pittsburgh Railroad Company. Dated March 9, 1889. For the conveyance of the Kokomo Belt Railroad to the Chicago, St. Louis and Pittsburgh Railroad Company. Agreement made and entered into by and between the Kokomo Belt Railroad Company, party of the first part, and the Chicago, St. Louis and Pittsburgh Railroad Company, party of the second part. Witnesseth. That in consideration that the party of the second part shall build, con¬ struct and finish the railroad of the party of the first part, in accordance with the terms of a written agreement between these parties of even date herewith; and in payment of the sum of twelve thousand dollars therein specified to be paid for the construction thereof, the party of the first part hereby promises, agrees and obligates itself to sell, assign, convey and transfer its entire road, with its franchise and right of way, and all things appertaining thereto, to the party of the second part, absolutely, and in as full a manner as the same is and shall be owned, held and enjoyed by the party of the first part, and clear of all incumbrances. This, 9th day of March, 1889. The Kokomo Belt Railroad Company, By JAMES C. BLACKLIDGE, President. Attest: L. J. KIRKPATRICK, Secretary. The Chicago, St. Louis and Pittsburgh Railroad Company, By JAMES McCREA, General Manager. Witness: S. C. SCOTT. CORPORATE HISTORY. 7 69 AGREEMENT. Between the Chicago, St. Louis and Pittsburgh Railroad Company and the Kokomo Belt Railroad Company. Dated March 9, 1889. For the construction of the Kokomo Belt Railroad, by the Chicago, St. Louis and Pittsburgh Railroad Company. An agreement made and entered into by and between the Chicago, St. Louis and Pittsburgh Railroad Company, party of the first part, and the Kokomo Belt Railroad Company, party of the second part. Wit- nesseth: That the party of the first part, for and in consideration of the sum of twelve thousand dollars, to be paid by the party of the second part, agrees to construct the railroad of the party of the second part, its entire length, as stated and set forth in its articles of association, and as now located, the party of the second part shall procure and furnish the right of way for the construction of said road as fast as the same shall be needed in such construction; and shall also furnish all the ties it now has, being in all about fourteen hundred; and the party of the first part shall furnish all other materials necessary for the completion thereof. The track shall be laid with a good quality of repair iron in the procurement of right of way for said road, the party of the second part, shall, as a part thereof, procure the right to cross the track and right of way of the Lake Erie and Western Railroad, at grade at the point where said Kokomo Belt road crosses the same as now located. Said railroad shall be completed and put in such shape that the same may be used and operated by the 1st day of July, 1889. This, 9th day of March, 1889. The Kokomo Belt Railroad Company, By JAMES C. BLACKLIDGE, President. Attest: L. J. KIRKPATRICK. The Chicago, St. Louis and Pittsburgh Railroad Company. By JAMES McCREA, General Manager. Witness: S. C. SCOTT. DEED. Kokomo Belt Railroad Company, to the Chicago, St. Louis and Pittsburgh Railroad Company. Dated January 27, 1890. Conveying railroad, properties, franchises, etc., of the Kokomo Belt Railroad Company. Whereas, The Kokomo Belt Railroad Company, was incorporated and organized in the month of November, A. D. 1888, under the general rail¬ road law of the state of Indiana to locate, construct, own and operate a 49 770 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. railroad in the state of Indiana, between certain points, which are named in the third article of its Articles of Incorporation in these words, to wit: “Article third. The railroad shall commence at a point in the center of the Chicago, St. Louis and Pittsburgh Railroad, twenty and four- tenths (20 4/10) feet south of where said railroad crosses the north line of section number six (6), township number twenty-three (23) north range number four (4), east, in Howard county, state of Indiana, and run thence in a general westerly direction to the Kokomo Straw Board Works in said county. Said proposed railroad is two and one-half (2 y 2 ) miles in length—all in Howard county, Indiana.” And whereas, Said Kokomo Belt Railroad Company, has located its railroad between said points as shown by plat and profile thereof on file in the office of the clerk of said county. And whereas, Said Kokomo Belt Railroad Company, on the ninth (9) day of March, in the year 1889, made and entered into a contract in writing with said Chicago, St. Louis and Pittsburgh Railroad Company, a corporation also organized and existing under the general railroad laws of the state of Indiana, whereby the first named company agreed that in consideration that the last named company would build and construct and complete said railroad as so located as aforesaid, it would sell, convey, transfer and deliver to the last named company its said roadbed and per¬ sonal property, rights and franchises, so held, owned and possessed by it, under its organization: And whereas, Said Chicago, St. Louis and Pittsburgh Railroad Com¬ pany, has built, constructed and completed said railroad according to the terms of said agreement, and is now entitled to a conveyance, transfer and possession thereof. Now therefore, The said Kokomo Belt Railroad Company, in con¬ sideration of the sum of twelve thousand dollars ($12,000), paid in the construction of its said railroad, hath granted,, bargained and sold, and by these presents doth grant, bargain, sell, convey and transfer to said Chicago, St. Louis and Pittsburgh Railroad Company, its successors and assigns, forever, its said railroad, roadbed, real and personal property, rights and franchises, as above set forth and described, and in as full, ample and complete a manner as it can by law sell, transfer and convey the same, or as by said contract of March 9th, 1889, it is bound to do. In witness whereof and in pursuance of an order of its Board of Direc¬ tors, the Kokomo Belt Railroad Company has caused these presents to be signed by its President, countersigned by its Secretary, and sealed with its corporate seal, this 27th day of January, A. D. 1890. The Kokomo Belt Railroad Company, By JAMES C. BLACKLIDGE, President. Attest: L. J. KIRKPATRICK, Secretary. Acknowledged before W. E. Blacklidge, Notary Public, Howard county, Indiana, January 27, 1890. Recorded, Howard county, Indiana, February 19, 1890, volume 65, page 308. CORPORATE HISTORY. 771 CINCINNATI AND RICHMOND RAILROAD COMPANY . 1 EATON AND HAMILTON RAILROAD COMPANY (No. i ). 2 AN ACT To Incorporate the Eaton and Hamilton Railroad Company. Passed February 8, 1847. Section 1. Be it enacted by the General Assembly of the state of Ohio, That W. H. H. B. Minor, Benjamin Neal, Joseph S. Hawkins, Alfred Denny, George D. Hendricks, William B. Tizzard, Cornelius Vanausdal, Sampson H. Hubbell, Elias Minshaw, of Preble county, and their suc¬ cessors, associates and assigns, be and they are hereby created a body corporate and politic, by the name and style of the Eaton and Hamilton Railroad Company, with perpetual succession; and by that name and style shall be entitled to all the rights and privileges, and subject to all the restrictions and disabilities of the “ Act to incorporate the Dayton and Western Railroad Company,” passed February fourteenth, eighteen hundred and forty-six, except in so far as the same may be modified by the provisions of this act (see act incorporation Dayton and Western, page -)• Sec. 2. The capital stock of said company shall be three hundred thousand dollars, and shall be divided into shares of twenty-five dollars each. Sec. 3. Said company shall have power to construct a railroad, com¬ mencing at Eaton, in Preble county; thence by such route as the direc¬ tors may select, to the town of Hamilton, in Butler county, and to no other place. Sec. 4. Said corporation may demand and receive from all persons using or traveling on said road, or for the transportation of property, such rates of toll as the said corporation may deem reasonable. Ohio Local Laws, vol. 45, page 97. AN ACT To Amend the Act entitled an Act to Incorporate the Xenia, Eaton and Indiana Railroad Company, passed February 24, 1848. Passed March 21, 1850. Section 1. Be it enacted by the General Assembly of the state of Ohio, That the commissioners of Preble county may, under the provisions of the act entitled “ An act to incorporate the Xenia, Eaton and Indiana Railroad Company,” passed February 24th, 1848, subscribe to the capital 1 See page 127. 2 See page 127. 77 2 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. stock of the Eaton and Hamilton Railroad Company, and the Dayton and Western Railroad Company, any sum not exceeding one hundred thousand dollars, to be equally divided between said companies; the legislature may at any time hereafter subject said companies to the pro¬ visions of any general law, now or hereafter in force, regulating railroad companies. (The county of Preble made no subscription to the capital stock of the Eaton and Hamilton Railroad Company, and there is no record of the acceptance of this act by them.) Ohio Local Laws, vol. 48, page 312. AN ACT To Authorize the City of Cincinnati to Loan Credit to Railroad Companies. Approved March 20, 1850. Section 1. Be it enacted by the General Assembly of the state of Ohio, That the city of Cincinnati, by a vote of a majority of all the members legally constituting its city council, at any regular meeting thereof, and with the previous consent of a majority of all the votes polled at the spring or fall election, on which the vote on such loan is to be taken by the qualified electors of the said city, voting at the election or elec¬ tions hereinafter mentioned, be and it is hereby authorized to issue negotiable bonds, or other forms of obligation or evidences of debt, to any amount not exceeding the sum of one million of dollars, and in several amounts of not less than one thousand dollars each, bearing an interest not exceeding six per centum per annum, and payable at any time or times at the will of said city council, beyond the period of ten years, and within thirty years from and after the dates of their respective issue. Sec. 2. That the said city council may, by a like majority of the board, as is required in the first section of this act, advance, lend and transfer the said bonds or any other bonds or stocks now held by the said city, in such amounts and numbers, or may subscribe to and pay for a part of the capital stock of either of said companies, as hereinafter provided, as the said majority of the city council may elect and determine, to any railroad company or companies which are now or may hereafter be chartered by the General Assembly of the state of Ohio, and the termi¬ nation of which is or shall be by their respective acts of incorporation, fixed at or within the said city of Cincinnati, or which shall connect with any main trunk of railroad now terminating, or which are intended to terminate at said city, and that the said council may in like manner and with like restrictions make a similar loan to the Covington and Lexington Railroad Company, chartered by the commonwealth of Ken¬ tucky; provided, that the city council may, if it so elect, the assent ol the qualified voters of said city being first obtained as herein provided for, transfer by way of subscription to any one or more of the incor¬ porated companies referred to in this act, all or any part of the stocks CORPORATE HISTORY. 773 now held by said city of Cincinnati; provided, that the amount so sub¬ scribed shall be deemed to be taken a part of the one million of dollars which said city council is authorized to loan, by the provision of this act. Sec. 3. That said city council shall keep an accurate register of all bonds or other obligations issued under the provisions of this act, show¬ ing the dates, numbers and amounts thereof, and to whom and when payable, and the rate of interest stipulated therein, and they shall also cause to be kept in the office of the city clerk such books and entries as will fully show all liabilities, receipts, disbursements, and the precise state of indebtedness of said city, in any way arising under this act. Sec. 4. That the faith of the city of Cincinnati shall stand pledged for the payment of the indebtedness and interest which may become due from said city, under this act; and it is moreover hereby made the duty of the said city council, from and after the contracting of any indebted¬ ness against said city, to add such per centum upon the tax duplicate of said city, annually, over and above the ordinary state, county and city taxes, as shall be sufficient to pay the accruing interest arising under this act. And also to provide a sinking fund of such amount as they may deem expedient, and the money so levied, when collected, shall be applied to the purpose aforesaid, and to none other; provided, that the said city council, at its option, and instead of the aforesaid provision for the payment by the city of the interest aforesaid may contract with either or any of said railroad companies for the payment of the same by said company or companies. Sec. 5. That before the issuing of the bonds hereinbefore mentioned, under this act, the question shall be submitted to the qualified voters of said city, whether the aforesaid issue and loan, or whether any part or portion thereof, which the city council may propose and designate to them, shall be made and contracted; and to this end it is further pro¬ vided that at least ten days previous to the annual spring or autumn election, the city council may give notice by advertisement, in at least four newspapers, for the same length of time of a copy of this act, and the qualified electors of the different wards of said city shall, at the election so given notice of by the council as aforesaid, vote for or against said subscription, loan or loans, by using one or the other of the following phrases, or some equivalent language expressive of the particular ques¬ tion Submitted to vote, to be written or printed on their ballots: “ for subscription,” “ against subscription,” and that the said question or questions may be so submitted to the people according to such discre¬ tion of the council, at either of the said annual elections, within two years from and after the ensuing April election inclusive. Sec. 6. That the judges of said elections in the several wards of said city shall respectively keep a statement of the votes given for and against said subscriptions or loans at said elections, and within three days after said election or elections, the judges of elections shall certify to the clerk of the city of Cincinnati the number of votes given for and against the proposition, and it is hereby made the duty of said clerk, in the presence of two justices of the peace, within said city, to examine and make an 774 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. abstract of all the votes given for and against the subscription or loan aforesaid, which abstract shall be signed by said clerk and justices, and hied in the office of said city clerk; and if it shall be found that more than one-half the votes given at said elections on the question shall be in favor of subscription, the said clerk shall certify the same to the city council, whose duty it shall be thereupon to exercise the rights, privi¬ leges and duties hereby granted, and in all other respects to conform itself to the provisions of this act; provided, that the question of sub¬ scription shall not be submitted to vote by the city council more than once in reference to the same proposition. Sec. 7. That it shall be the duty of the said city council, and it is hereby authorized to contract with the said companies, and with each of them to secure by mortgages, transfers or by hypothecation of stock of the said company or companies, or by such other lien or liens, security or securities, real or personal, as may be mutually agreed upon by the said council and the said company or companies, the payment of the amount of the principal of such bonds as they may become due, and for the reimbursement to the said city of Cincinnati, the interest upon the same which shall have been paid by said city; and for the further purpose of securing said city against all loss or losses which the same may suffer, whether by payment of said principal or interest, or any damages arising therefrom, and that the above described liens, mortgages or other securi¬ ties shall have priority or precedence of all claims or obligations subse¬ quently contracted by such company or companies, and over other liens, securities or mortgages which were not duly entered into between said company or companies and other person or parties, before the respective issues and loans aforesaid. Sec. 8. That the second and third sections of an act to aid the Ohio and Mississippi Railroad Company, passed March 15th, 1849, be and the same are hereby repealed. Ohio Laws, vol. 48, page 308. AN ACT To Amend the Act entitled “ An Act to Incorporate the Eaton and Hamilton Railroad Company,” passed February 8, 1847. Passed March 25, 1850. Section i. 1 Be it enacted by the General Assembly of the state of Ohio, That the capital stock of the Eaton and Hamilton Railroad Com¬ pany be and the same is hereby extended to six hundred thousand dol¬ lars, the additional stock to be subscribed and paid at such times, and on such terms, and in such manner as the board of directors of said company shall order. Sec. 2. 2 That said company may connect with any other railroad, on terms to be agreed upon by the companies interested, or may transfer its corporate rights and property, to any such company with which it may connect on such terms and conditions as may be authorized by the holders of a majority of its stock; and after such transfers the prop- 1 See section 3 of Act of March 7, 1851. 2 See section 8 of Act of March 7, 1851. CORPORATE HISTORY. 775 erty, rights and interests of this company shall vest in and become the property of the company to which the same may be transferred, and thereafter become a part of such road in all respects as if said road had been originally constructed by the company to which the said transfer is made. Sec. 3. 1 That the provisions of the second section of the act entitled ^ An act regulating railroad companies/’ passed February nth, 1848, be and the same are hereby extended to the Eaton and Hamilton Rail¬ road Company. Ohio Local Laws, vol. 48, page 272. AN ACT To Amend and Consolidate the Several Acts Relating to the Eaton and Hamilton Railroad Company. Passed March 7, 1851. Section 1. Be it enacted by the General Assembly of the state of Ohio, That the present stockholders of the Eaton and Hamilton Railroad Company, with such other persons as may hereafter become stockholders in said company, their successors, associates and assigns, shall be a body corporate, with perpetual succession, by the name of “ The Eaton and Hamilton Railroad Company,” for the purpose of constructing a railroad from the town of Hamilton, in the county of Butler, to the town of Eaton, in the county of Preble, as heretofore provided, and thence to the state line between Ohio and Indiana, upon such route or line as said company has or may hereafter select or adopt, with power to make such variations as may be considered necessary; to use and be sued, plead and be impleaded, defend and be defended, contract and be contracted with, acquire and convey at pleasure all such real and personal •estate as may be considered necessary dr convenient to carry into effect the objects of said corporation; to make and use a common seal, and the same to alter, break and renew at pleasure, and to do all needful acts to carry into effect the objects hereby contemplated. Sec. 2. Said corporation shall have power, and is hereby authorized to construct and maintain a railroad with a single or double track, with such side tracks, turnouts, offices and depots as may be considered necessary or convenient between the points aforesaid; and also to con¬ struct an extension of the main line from the southern terminus, or any other point on said main line, to the city of Cincinnati, and to make a branch or branches from said main line, or from said extension, to any place or places, under the same powers and restrictions as are provided for the construction of said main line, by this act, and may adopt such extension, branch or branches as part and parcel of said main line. Sec. 3. The capital stock of said corporation shall be six hundred thousand dollars, which may be increased at the discretion of the board of directors to any amount not exceeding two millions of dollars, shall 1 See Act of March 7, 1851, amending and consolidating the several acts relating to the Eaton & Hamilton Railroad Company. 776 PITTSBURGH, CINCINNATI, CHICAGO AND ST. .LOUIS RY. CO. be divided into shares of twenty-five dollars each, and shall be regarded as personal property. Sec. 4. That upon every subscription of stock there shall be due at the time of subscribing ten per centum on each share so subscribed, or the same may be paid when called for in future by the directors, at the option of the company, and the residue, or the whole subscription, shall be paid in such installments, and at such times as may be required by the board of directors of said company, to the treasurer thereof; and said company may take and receive from such persons as shall subscribe for or purchase its stock, such bonds or notes for the payment thereof as they may think proper. Sec. 5. If any one or more of the installments of stock shall remain unpaid for sixty days after the time at which it may have been required by the board of directors to be paid, whether such stock be held by the original subscriber, assignee or transferee, the same may be collected by suit; or the corporation may sell the stock at public auction for the amount then due, giving twenty days’ notice of the time and place of such sale, by advertisement in some newspaper of general circulation in the county in which such sale is to be made, and the residue of the money arising from such sale, after paying the amount due, and costs, shall be paid over to the said former owner, and if the whole of said installment or installments be not paid by the proceeds of such sale, the remainder shall be recoverable by suit against such subscriber, assignee or transferee. Sec. 6. The powers of said corporation shall be exercised, and its business managed by thirteen directors, who shall be stockholders; but no person shall be eligible as a director' who fails or refuses to pay his stock, nor shall such stock be voted at any election for officers. The number of directors may, however, be diminished to any number not less than five at any time preceding any annual election for directors, by a resolution of the board of directors then in power, to that effect, based upon a petition of the stockholders representing a majority of the stock, asking for such diminution; and the same may, in like manner, be thereafter increased to any number not exceeding thirteen. Each share of stock shall entitle the owner to one vote, either in person or by proxy, and a plurality of votes shall be necessary for a choice. The directors shall serve one year and until their successors are elected and qualified. Twenty days’ previous notice shall be given of the time and place of holding all elections, by advertisement in one or more news¬ papers of general circulation along the line of said road. A majority of said directors shall constitute a quorum and be competent to do busi¬ ness and to fill all such vacancies as may at any time occur in the board, make by-laws, and fully transact all the business of the company. The directors chosen at any election shall, so soon thereafter as may be con¬ venient, meet and organize the board of directors, by choosing one of their own number president, and appointing suitable persons to act as treasurer and secretary of the company, but every director, president, secretary and treasurer, before he acts as such, shall be legally sworn or affirmed, that he will honestly and impartially discharge the duties of his CORPORATE HISTORY. 777 said office to the best of his judgment, skill and ability; and the said treasurer, before entering upon the discharge of his duties, shall also enter into bond to said company, for the faithful performance of said trust, in such sum and with such further conditions and such sureties as the board of directors may from time to time prescribe. All elections shall be held at the time and be conducted in the manner prescribed by said board; and in case of a failure to hold any annual election at the time specified, the corporation shall not on that account be dissolved, but the board of directors shall provide for a special election. Sec. 7. Said corporation may allow to its stockholders, until the road shall be put in operation, or the entire stock made up, such a rate of interest, not exceeding eight per centum per annum on the capital stock paid in, payable either in stock or money, as the board of directors may determine. Sec. 8. The said company may assist in the construction of other connecting roads, or contract for stocking and running the same, or any part thereof, or permit any other company to stock and run its own road, with such extension, branch or branches, as it may think proper, under this act to construct, or any of them, upon such terms and under such guarantees as the board of directors may think proper to agree upon; or the said board of directors, by and with the consent of the stockholders representing a majority of the capital stock of the com¬ pany, may purchase any such connecting road, or sell its own road, with any extension, branch or branches, or any of them, to the company owning any such connecting road, or said corporation, with such con¬ sent of the stockholders, may consolidate and unite its own capital stock, and entire interest and property with any railroad or company, upon such terms as may be agreed upon between the respective parties, and after such purchase, sale or consolidation, said corporation is hereby authorized to make or receive such written transfer as may be prescribed by the board of directors, which instrument shall be valid in law, and fully operative for the purposes intended. Sec. 9. That the better to enable said corporation to accomplish the objects of its creation, the board of directors are hereby authorized, on behalf of said company, to borrow money, at a rate of interest not ex¬ ceeding eight per centum per annum, and to execute bonds or promissory notes therefor; or to issue bonds upon the credit of said company, under its corporate seal, signed by the president and countersigned by the secretary, for such sums, and payable at such times, and with such rate of interest as they may think proper to prescribe, and to sell and negotiate the same in or out of the state, and, in either case, to pledge or mort¬ gage the entire property and capital stock of the company, with its future incomes and revenues, or such part of them as they may think proper, for their payment, with the interest, contracted for by them. Sec. 10. That said company is authorized to enter upon any lands, for the purpose of examining and surveying its said railroad line or lines, and may appropriate so much of said lands as may be necessary for the construction of its said road, extension or branches, including necessary side tracks, depots, work shops and water stations, materials for 77 § PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. construction (except timber), with the right of way over adjacent lands, to enable the company to construct and repair its said road or roads, and to conduct or carry off surplus water by proper drains, ditches or aque¬ ducts. And upon the making of any such appropriation said company shall forthwith file with the clerk of the Court of Common Pleas, or other court of record, of the county in which the land lies, a description of the rights and interests which shall belong to said company, to be used for the purposes specified, on payment being made therefor or secured; or the company may purchase any such lands, materials, rights of way, or interest of the owner or owners of such lands; or in case the same is owned by a person insane, or an infant, at a price to be agreed upon by the legal guardian or parent of such insane person, or infant, subject to the approval of the court, in which such description should be filed; and the said owner, guardian or parent may convey the said premises to said company, in fee simple, or otherwise, as may have been agreed upon by the parties; and such conveyance shall be valid in law. And in either case in the absence of such agreement, the company, upon making such appropriation, shall deliver to such owner, guardian or parent, if within the county, a copy of such instrument of appropria¬ tion; or, if such owner, guardian or parent shall not reside within the county, or shall be unknown to the company, said company shall give notice of such appropriation, by advertisement, reciting the substance thereof, in some newspaper of general circulation in the county, for the term of three weeks; and upon the filing of such instrument of appro¬ priation, and the delivery of such copy, or the making of such publica¬ tion, said court, if in session, or if not, any judge thereof, upon applica¬ tion of either party, shall appoint, by warrant, three disinterested free¬ holders of the county, to appraise the damages which the owner of said land may sustain by reason of such appropriation, who, after being duly sworn, shall take into consideration the benefits, as well as the injuries, to be sustained by the owner, and forthwith return their assessment of damages to the clerk of said court, setting forth the value of the prop¬ erty taken, or damages done to property, and the amount of benefit con¬ ferred, and assessing the difference, if any, as the real damages in favor of such owner, which said returns shall be filed and recorded by the clerk; and thereupon said company shall pay into the hands of said clerk the amount thus assessed, or secure the payment thereof, to the satisfaction of said court, or of the judge by whom the warrant was issued; and upon making payment or tender thereof to said clerk, or on securing the same as aforesaid, it shall be lawful for said company to hold the interests in such lands or materials thus appropriated, and the privilege of using any materials on such roadway within fifty feet on each side of the center thereof. The costs of such award shall be paid by the company, and on motion, by either of the parties interested, and on producing said proceedings, the court may enforce such payment by execution. The award of said arbitrators may, however, be received (reviewed) by the court, on written exceptions, filed by either party, in the clerk’s office, within ten days after the filing of such award, and the court shall take such order therein as right and justice may require, by CORPORATE HISTORY. 779 ordering, if good cause be shown, a new appraisement. But the com¬ pany, notwithstanding such proceedings, may take and hold possession of the property or interest thus appropriated; and the subsequent pro¬ ceedings thereon, shall have relation only to the amount of damages to be allowed. If prior to such assessment/however, the company shall tender to such owner, guardian or parent, an amount equal to the award afterwards made, exclusive of costs, the subsequently accruing costs shall be paid equally by the respective parties. Sec. ii. That whenever said company shall find it necessary, for the purpose of avoiding annoyance to public travel, or dangerous or difficult curves or grades, or unsafe or unsubstantial grounds or foundations, or for other reasonable causes, to change the location or grade of any por¬ tion of their said road, extension or branches, whether heretofore or hereafter to be constructed, said company is hereby authorized to make such change or changes, not departing from the points and general route prescribed by this act, and in doing so, to enter upon and take and appropriate such lands, interests and materials, as the same may render necessary and proper, in the manner and under the restrictions prescribed in the tenth section of this act; and said company shall also, in such case, be liable in damages to the owner or owners, of the lands, from which said road may have been removed, to be assessed and ascertained as in other cases; but no damages shall be allowed in any case unless claimed within ninety days after notice of such intended change shall be given to such owner or owners, if residing on the prem¬ ises, or if non-resident, by publication in some newspaper of general circulation in the county. Sec. 12. If it shall become necessary, in the location of any part of said railroad, its extension, or any branch thereof, to occupy any road, street, alley or public way, or ground of any kind, or any part thereof, it shall be competent for the municipal corporation, or other public au¬ thorities owning or having charge thereof, and said company, to agree upon the manner, terms and conditions, upon which the same may be used or occupied; but if said parties shall be unable thus to agree, and it shall be necessary, in the opinion of the board of directors, to use or occupy such road, street, alley or other public way or ground, said company may apply to the Court of Common Pleas of the county, setting forth the facts of the case, and said court shall thereupon appoint three judicious, disinterested freeholders of said county, who Shall proceed to determine, upon actual view of the premises, whether such use or occu¬ pation is necessary, and if necessary, the manner and terms upon which the same shall be enjoyed by said company, and make return of their proceedings to said court, who shall, if deemed just, make the necessary order to carry the same into effect; or the court may, on good cause shown, order a review of the premises. Sec. 13. That said company may acquire, by purchase or gift, any lands in the vicinity of said road, extension, or any branch thereof, or through which the same may pass, so far as may be necessary to secure the right of way, or such other lands, interests, or personal property as may be granted to aid in the construction of said road or roads, by 780 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. way of subscription to the capital stock of the company, and the same to hold or convey in such manner and upon such terms as the board of directors may prescribe; and all deeds of conveyance made by such company shall be signed by the president under the corporate seal of the company. Sec. 14. It shall be lawful for said company, whenever it may become necessary, in the construction of their said road, extension, or any branch thereof, to cross any road or stream of water, or to divert the same from its present location or bed; but said company shall, without unreasonable delay, place such road or stream in such condition as not to impair its former usefulness. Sec. 15. That said company shall have power' to appoint all such officers, agents or servants as may be considered necessary for the trans¬ action of its business, and may, at its pleasure, remove any or all of them; and to determine, by contract, the compensation of engineers, officers, agents or servants in the employ of said company, and by their by-laws or otherwise define the manner of adjusting and settling all accounts, to A determine the manner and evidence of transfer of stock, and to pass such by-laws as may be considered necessary for exercising all the powers vested in said corporation, not inconsistent with the laws of this state or of the United States. Sec. 16. That said company may, from time to time, complete and put in operation any part or portion of its road, extension or branch thereof, and when so completed and put in operation collect and receive a ratable proportion of tolls or pay for the transportation thereon of passengers and property. Sec. 17. That said company may demand and receive from all per¬ sons using or traveling upon said road, extension or branch thereof, for the transportation of property or passengers, such rates of toll as said company may think reasonable, which said rates shall be posted up in some public place at each of the depots; and at any time after the ex¬ piration of ten years from the final completion of said work, and the putting of it into operation, it shall be lawful for the General Assembly to prescribe the rates to be charged for the transportation of persons or property thereon, should those charged by the company be deemed too high, and may, ten years thereafter, exercise the same power; pro¬ vided, that no reduction shall be made unless the net profits of the company, on an average for the previous ten years, shall have amounted to more than ten per centum per annum on its capital stock, and then not so as to reduce the future probable profits below that percentage. Sec. 18. The said company shall establish a principal office at some point on the line of its said road or roads, and may change the same at pleasure; and process against said company shall be served on the presi¬ dent and secretary, or by leaving a copy of it at said principal office. Sec. 19. That the right be reserved to the General Assembly to pro¬ vide for the taxation of said corporation by any other mode than that now authorized by the act levying taxes on all property of the state according to its true value, but not so as to require said company, or the stockholders thereof on account of the stock owned by them, to pay any greater rate of taxes for the time being than the general aver- CORPORATE HISTORY. 781 age of taxation for all purposes on other property of equal value in the counties through which said road or roads may pass, or within whose limits the same may be located. Sec. 20. That said company shall erect at all points where its road or roads shall cross any public road at a sufficient elevation from said public road to admit of the free passage of vehicles of every kind, a sign, with large and distinct letters on it, showing the proximity of said railroad; and if said company shall neglect or refuse to erect such sign. i,t shall be liable in damages for all injuries occurring to persons or prop¬ erty from such neglect or refusal. Sec. 21. That if at any time any dispute shall arise between said com¬ pany and the postmaster-general as to the price of transporting the United States mails, the governor shall have power to adjust the same by arbitration, but not to interfere with or disturb the right of the com¬ pany to fix the times of the arrival and departure of its trains, or change any general regulation of the company. Sec. 22. That at the regular annual meeting of the stockholders of said company it shall be the duty of the board of directors in office for the previous year to make a clear and distinct exhibit of the financial affairs of the company; and after the completion and putting in opera¬ tion of said road or roads, the board of directors shall annually, or semi¬ annually, declare and make a true dividend among the stockholders, of the net profits arising from the business operations of the company, which said net profits shall be found by deducting from the gross reve¬ nues and income of the company the necessary expenses, payments and liabilities of the company, with such an amount as the board may think proper to reserve to meet contingencies. Sec. 23. That if any person or persons shall wilfully or maliciously, by any means whatever, injure, impair or destroy any part of said road, or extension, or branch, or any of the necessary works, buildings, cars or machinery of said company, such person or persons shall, for each and every offense, forfeit and pay to said company twofold damages, to be recovered in the name of the company by action of debt, with costs of suit, in any court having cognizance thereof. Sec. 24. When this act shall be accepted by the board of directors of said company, by a journal entry to that effect, all acts and parts of acts heretofore passed, conflicting with, restricting or impairing the privileges hereby granted, shall be from thenceforth repealed, saving to said corporation all rights acquired, and leaving it responsible for all its liabilities to any person or persons under its former acts of incorpora¬ tion; the acceptance of this act shall not be construed to interrupt or abate any legal proceedings or other matters pending at the time, nor prevent their prosecution to final decision. Ohio Local Laws, vol. 49, page 470. On March 31, 1851, the Eaton and Hamilton Railroad Company ac¬ cepted the foregoing “ act to amend and consolidate the several acts relating to the Eaton and Hamilton Railroad Company,” passed March 7, 1851, by a journal entry on the minute book of the board of directors, as provided in section 24 of this act. 782 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. AN ACT To Authorize Subscriptions to the Capital Stock of the Eaton and Hamilton Railroad Company by any one or more of Cer* tain Townships within the County of Preble, therein named Approved March 20, 1851. Section 1. Be it enacted by the General Assembly of the state of Ohio, That the trustees of the townships of Somers, Gasper, Washington, Jackson or Dixon, in the county of Preble, with the consent of the legal voters of such township, respectively, given as hereinafter provided, be and they are hereby authorized and required, in the name and for the benefit of their respective townships, to subscribe such amount to the capital stock of the Eaton and Hamilton Railroad Company as shall be directed by the proceedings and vote hereinafter provided. Sec. 2. That prior to making such subscription, and on presentation of a petition specifying the amount proposed to be subscribed, and signed by at least twenty legal voters of any one of said townships, it shall be and it is hereby made the duty of the trustees of such township, at the next spring or fall election, as said petitioners may require, to submit to the legal voters of such township the question whether such township shall become a stockholder or not in the Eaton and Hamilton Railroad Company, to the amount specified in said petition; and said election shall be conducted in the same manner, and under the direction of the same officers, as other township elections. Sec. 3. That it is hereby made the duty of the respective trustees of any township proposing such subscription, to give at least twenty days' public notice of such election in such manner as they may think most likely to afford general intelligence of the same. And at such election the voters of the respective townships shall express their assent to or dissent from said subscription by having written or printed on their ballots the word “ subscription ” if in favor, or “ no subscription ” if against the same. And if a majority of the votes cast at such'election be in favor of said subscription, it is hereby made the duty of the trustees of such township so voting to make the subscription of stock so voted. Sec. 4. That in case said election shall result in favor of such sub¬ scription, it is hereby made the duty of the trustees of such township so voting to make a transcript of said petition, with their proceedings thereon, and the result of said election, and file the same in the auditor’s- office of the respective county wherein said township is situated, there to remain as a public record for the use of such auditor in making his- assessment and levy of taxes, as hereinafter provided. Sec. 5 - That to enable the trustees of any such township to pay the stock so subscribed, they are hereby authorized and required to borrow money for and on account of such township, or to issue the bonds thereof in sums not less than five hundred dollars each, payable twenty years after date, to the Eaton and Hamilton Railroad Company, or bearer, bearing interest at the rate of seven per cent, per annum, payable semi¬ annually at any place in the United States, with proper coupons attached for the payment of the interest as the same falls due, and deliver the same CORPORATE HISTORY. 783 to the president and directors of said railroad company, to be by them negotiated and sold, and the proceeds applied to the payment of said subscription, upon the same terms as other stockholders, and which bonds shall be signed by the trustees of the respective township, and the coupons for the payment of interest, by the clerk thereof, who shall keep a register of said bonds, containing the number, date, amount and when due, and deposit a copy thereof in the auditor’s office of the proper county. Sec. 6. That to secure the prompt and faithful payment of the prin¬ cipal and interest on said loan or bonds, the faith and revenue of the respective townships so voting a subscription, together with the stock so subscribed, and all dividends thereon, be and the same are hereby irrevocably pledged; and it is hereby made the duty of the auditor of the proper county, annually to levy such amount of tax on the taxable property in the respective townships as shall subscribe stock in said railroad company, as will be sufficient to pay the interest on said loan or bonds, and all expenses, and place the same on the duplicate with the grand levy for taxation; and it is hereby made the duty of the treasurer of the proper county to collect said tax, as other taxes of said county, and pay the same to the holders of said bonds on presentation of the proper coupons, where the same may be made payable; and after said railroad is put in operation, or a sufficient part thereof to pay said interest, out of the dividends coming to the township so voting, the treasurer of said railroad company, under the direction of the board of directors, shall in like manner pay the interest on said bonds out of the dividends upon the stock belonging to the proper townships respec¬ tively; and whenever the dividends are sufficient to meet the interest upon said loan or bonds, and satisfactory provisions are made for the punctual payment of the same as aforesaid, the said levy and collection of tax, as hereinbefore provided for, shall cease, until the final liquida¬ tion of said loans or bonds are commenced, as hereinafter provided for, and the necessity of such levy shall be apparent as therein contemplated. Sec. 7. That if it shall appear, after the expiration of ten years, that the dividends upon said stock so subscribed by the respective townships, and the accumulation thereof as a sinking fund, will be insufficient to meet the interest as it falls due, and finally pay the loans or bonds so made or issued by any of the townships respectively, and finally pay said loans or bonds as they respectively mature, then, and in such case, it shall be and is hereby made the duty of the auditor of the proper county, annually to levy such an amount of tax upon the taxable prop¬ erty of the respective townships so subscribing stock as will be sufficient to supply any deficiency, and to promptly meet said interest, and finally pay said loans or bonds by the time they respectively fall due, which tax shall be collected by the treasurer of the proper county as other taxes, and paid upon said loans or to said bonds, holden as aforesaid, in final liquidation thereof. Sec. 8. That all officers discharging duties under this act shall, with their respective sureties, be liable on their official bonds for all acts done under this act, and all neglect of duty under the same, as in other cases, 784 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. and shall be entitled to such compensation as is allowed for like services in other cases, to be paid by the townships, for and in behalf of which said services shall respectively be performed, or out of the funds belong¬ ing to the same. Sec. 9. After the completion of said railroad, the president and directors of said railroad shall, annually, on the first Monday in April, until said loans or bonds are finally paid, report to the auditor of the proper county in which any stock shall be subscribed or owned by the respective townships, as near as they can, the probable per centum dividends will be paid on the capital stock of said company for the current year. Ohio Laws, vol. 49, page 531. MORTGAGE. Eaton and Hamilton Railroad Company to the City of Cincinnati. Dated December 27, 1850. Securing $25,000 bonds of $1000 each, payable January 1/1878, bearing 6 per cent, interest and $125,000 bonds to be afterward issued. Know all men by these presents, That the Eaton and Hamilton Rail¬ road Company, incorporated by an act of the General Assembly, passed the eighth day of February, in the year eighteen hundred and forty-seven, in consideration of the sum of twenty-five thousand dollars to it paid by the city of Cincinnati, the receipt of which is acknowledged, and the further considerations hereinafter mentioned, has granted, bargained, sold and conveyed, and hereby grants, bargains, sells and conveys unto the said city of Cincinnati, and its assigns forever, the railway, track, depots, depot grounds, depot property, station houses, side ways and parallel tracks of the said company, and all the appurtenances of the same, to¬ gether with all the real estate, capital stock and all the revenues and profits of said company, now accruing or hereafter to accrue, as fully and completely as the same or any part thereof can be granted, bar¬ gained, sold or conveyed; to have and to hold the above described property and appurtenances unto the said city and its assigns forever, free from the claim or claims of all and every person or persons whatsoever; Provided, however, that whereas, The city council of the city of Cin¬ cinnati being thereunto authorized by an act of the General Assembly of the state of Ohio, passed on the 20th day of March, 1850, 1 and a vote of the qualified voters of said city taken in pursuance of said act, did, on the twenty-ninth day of November, 1850, pass and adopt the follow¬ ing resolution: “ Resolved, That the president and recorder for the time being be authorized and directed to loan to the Eaton and Hamilton Railroad Company the bonds of the city to the amount of one hundred and fifty thousand dollars, payable thirty years after date, bearing interest at the rate of six per centum per annum; that twenty-five thousand dollars of said sum, in bonds of one thousand dollars each, be issued to said com¬ pany when the following conditions shall be complied with, and the 1 See act, page 772. CORPORATE HISTORY. 785 remainder under the direction of the city council; provided, that before said sum of twenty-five thousand dollars be issued, the said company shall comply with the following conditions: 1st. The said company shall give bonds payable twenty-seven years after date, secured by a mortgage on their road, depots, securities and capital stock, for the prompt payment of said sum of one hundred and fifty thousand dollars, said mortgage to be approved by the city council. 2nd. The said company shall pay the interest semi-annually on the loans made to them, at the rate of six per centum per annum, in the city of New York, said interest to be paid under the direction of the city council. Provided, In case said railroad company shall fail to pay said interest when it becomes due the city council shall have the right to foreclose said mortgage forthwith.” And whereas, The said Eaton and Hamilton Railroad Company has executed and delivered to the said city of Cincinnati twenty-five bonds of one thousand dollars each, payable twenty-seven years after the first day of January, 1851, with interest at the rate of six per centum per annum, payable half-yearly on the first days of July and January in each year, in the city of New York, the same being so executed and delivered to comply with the said resolution, and as security for so much of the loan of one hundred and fifty thousand dollars hereby authorized and directed. And whereas, The president and recorder of the city council have, in pursuance of said resolution and an ordinance of the city council, passed on the twenty-ninth day of November, 1850, executed and delivered to the said Eaton and Hamilton Railroad Company twenty-five bonds of the said city of Cincinnati for one thousand dollars each, payable thirty years after the first of January, 1851, with coupons for interest attached, at the rate of six per centum per annum, payable half-yearly, said bonds and coupons being payable in the city of New York, and it being the intent of said resolution and the agreement of said Eaton and Hamilton Railroad Company that the interest payable on the bonds by it given to the said city shall be so paid and provided for, under the direction of the city council, as to meet the payment of the interest of the bonds given by said city according to the coupons attached to said bonds, without cost or charge in the way of exchange or otherwise on the part of said city until the said bonds so as before executed by the said Eaton and Hamilton Railroad Company shall be fully paid and satisfied. And whereas, It is contemplated in the said resolution to issue other bonds of said city from time to time, under the direction of the city council, so soon as may be desired by the said Eaton and Hamilton Railroad Company as the said city council shall be satisfied as to the sufficiency of the security afforded by work to be hereafter done and constructed on said railroad, and the enhanced value of the property hereby conveyed to the amount of said sum of one hundred and fifty thousand dollars in said resolution mentioned; on the issuing and de¬ livery of which bonds of said city, bonds of like amount are to be exe¬ cuted and delivered by the said Eaton and Hamilton Railroad Company, in like manner and with like interest as herein set forth as to the bonds 50 786 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. above mentioned; the bonds of said city to be payable thirty years after date, and those of said company twenty-seven years after date, and the principal and interest of both to be payable in the city of New York, and said bonds so to be executed and delivered by the said Eaton and Hamilton Railroad Company are to be further secured, if required by the city council, from time to time, as the same may be taken by a new conveyance or mortgage of the property hereby conveyed, or by a mortgage of the property then held by or in the possession of said com¬ pany and which it may be authorized to pledge or convey. Now, if the said Eaton and Hamilton Railroad Company shall well and truly pay or cause to be paid to the said city of Cincinnati, or its assigns, the said twenty-five bonds of one thousand dollars each, payable twenty-seven years after the first of January, 1851, and each and every of them when the same shall respectively become due and payable, and shall in the meantime well and truly pay or cause to be paid to the said city or to its order, or assigns, the interest on said bonds and on each and every of them, on the first days of July and January in each and every year, in the city of New York, as hereinbefore stated and set forth, and shall punctually and in due time, and at the proper place, under the direction of the city council provided for the payment of the interest on said bonds, so as to meet the payment of the interest of the bonds given by the said city as hereinbefore provided and agreed, and so as to save any cost or charge to the said city; and shall in like manner pay any other bonds, and the interest thereon, which may from time to time be given to said city, and also further secure the same, when required, by the execution of new conveyances or mortgages, as hereinbefore pro¬ vided and set forth; and shall in all respects comply with the conditions and provisions imposed on or required of the said company touching the said loan of credit and money from the said city, by the said act of the General Assembly, passed on the 20th day of March, 1850, and the said resolution of the city council, then these presents shall be void, otherwise to be and remain in full force. And it is provided and ex¬ pressly understood that on a failure in any or either of said particulars this conveyance of the estate and property hereinbefore described shall become absolute, and the foregoing condition be wholly defeated. In witness whereof, Abner Haines, the president of the said Eaton and Hamilton Railroad Company, hereunto authorized by a resolution of the board of directors of said company, passed on the 9th day of November, 1850, has hereto subscribed his name as president of said company, and has affixed the corporate seal of said company, as the act and deed of said Eaton and Hamilton Railroad Company on this twenty-seventh day of December, in the year eighteen hundred and fifty. The Eaton and Hamilton Railroad Company, By ABNER HAINES, as president thereof and on that right only. Signed, sealed and delivered in the presence of: R. M. SHOEMAKER, DAVID BARNET, CHARLES W. THORP, WM. G. WILLIAMS. CORPORATE HISTORY. 787 Acknowledged before E. W. Tuttle, notary public, Hamilton county, Ohio, December 27, 1850. SATISFACTION OF MORTGAGE (Endorsement on margin of record, Butler county, O., August 3, 1866.) The debt secured by the within mortgage has been fully paid, and the recorders of Hamilton county and Butler county and Preble county, Ohio, are hereby authorized to cancel the same of record. JOHN W. HARTWELL, Trustee, etc. Witness: C. B. MARSH, F. H. SHORT. MORTGAGE. Eaton and Hamilton Railroad Company to the City of Cincinnati. Dated July 30, 1851. Securing $125,000 bonds of $1000 each, payable January 1, 1878, bearing 6 per cent, interest and $25,000 bonds previously issued. Know all men by these presents, That Eaton and Hamilton Railroad Company, incorporated by an act of the General Assembly of the state of Ohio, passed the 8th day of February, in the year 1847, in considera¬ tion of the sum of one hundred and twenty-five thousand dollars, to it paid by “ the city of Cincinnati,” the receipt of which is acknowledged, and the further consideration hereinafter mentioned, has granted, bar¬ gained, sold and conveyed, and doth hereby grant, bargain, sell and convey, unto the city of Cincinnati, and its assigns forever the railway track, rights of way, depots, depot grounds, depot property, station houses and grounds, sideways and parallel tracks, of and belonging to the said railroad company, and all the appurtenances of the same, together with all and singular the real estate, capital stock and all the revenues and profits of said company now accruing or hereafter to accrue as fully and completely as the same or any part thereof can be granted, bar¬ gained, sold or conveyed; to have and to hold the above described prop¬ erty and appurtenances unto the said city and its assigns forever, free from the claim or claims of all and every person or persons whatever. Provided, however, That whereas, the said Eaton and Hamilton Rail¬ road Company, on the 27th day of December, 1850, made, executed and delivered to the said city of Cincinnati a deed of mortgage of that date, recorded in volume eleven pages 658-659 and 660 of the records of Butler county, and in volume one, pages 481, 482 and 483 of the records of Preble county, which said deed of mortgage was intended to secure as well a loan of credit of twenty-five thousand dollars, then made to the said company by the said city as any further loan to the extent of one hundred and fifty thousand dollars in all, which might be afterwards made as stated and expressed in said deed; And whereas, In pursuance of such intention and agreement, the full loan of credit contemplated has been made, and the said city of Cin- 788 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. cinnati has executed and delivered to and for the benefit of the said com¬ pany one hundred and twenty-five bonds of one thousand dollars each, payable thirty years after the first day of January, 1851, with coupons of interest attached at the rate of six per centum per annum, payable half yearly, said bonds and coupons being payable in the city of New York; and the said Eaton and Hamilton Railroad Company has executed and delivered to the said city of Cincinnati one hundred and twenty-five bonds of one thousand dollars each, payable twenty-seven years after the first day of January, 1851, with interest at the rate of six per centum per annum, payable half-yearly on the first days of July and January in each year, in the city of New York, the same being so executed and delivered as security for the residue of the loan of credit as aforesaid; and whereas, it is the object and true intent of these presents to renew the said deed of mortgage and each and every provision thereof and apply the same to the property hereby conveyed, and thereby fully to secure the whole of the said advance of one hundred and fifty thousand dollars. Now, if the said Eaton and Hamilton Railroad Company shall well and truly pay or cause to be paid to the said city of Cincinnati or its assigns the said one hundred and twenty-five bonds of one thousand dollars each, made and executed by the said company as aforesaid, with the interest thereon and all and each of said bonds according to the tenor and effect thereof, and shall moreover comply with the conditions as to the loan of the credit of the said city and the payment of principal and interest in all respects as required in the aforesaid deed of mortgage, dated on the 27th day of December, 1850, and as if the said conditions were herein repeated and applied to the whole number of said bonds and all of said interest and to the entire loan of credit, and all the money mentioned and described in the deed aforesaid and in these presents; then this conveyence is to be void, otherwise to be and remain in full force. And it is provided and expressly understood that on any failure in any or either of said particulars this conveyance of the estate and property of said company hereinbefore described shall become absolute. In witness whereof, Abner Haines the president of the said Eaton and Hamilton Railroad Company hereunto authorized by a resolution of the board of directors of said company, passed on the 29th day of November, 1850, has hereto subscribed his name as president of the said company and has affixed the corporate seal of the said company, as the act and deed of the said Eaton and Hamilton Railroad Company on this thirtieth day of July in the year eighteen hundred and fifty-one. The Eaton and Hamilton Railroad Company, [seal] By ABNER HAINES, President, and in such right only, and the seal of said company. Signed, sealed and delivered in the presence of HENRY ROEDTER, JAMES JOHNSTON. Acknowledged before Manning F. Force, notary public, Hamilton county, Ohio, July 30, 1851. CORPORATE HISTORY. 789 SATISFACTION OF MORTGAGE. (Endorsement on margin of record, Butler county, O., August 3, 1866.) The debt secured by the within mortgage has been fully paid and the recorders of Hamilton county and of Butler county and of Preble county, Ohio, are hereby authorized to cancel the same of record. JOHN W. HARTWELL, Trustee, etc. Release recorded, Butler county Mortgage Record 25, pages 516 and 517. MORTGAGE. Eaton and Hamilton Railroad Company to Joseph B. Varnum, George Carlisle and John P. Reznor, Trustees. Dated January 1, 1852. Securing $300,000 bonds of $1000 each, dated January 1, 1852, payable January 1, 1862, bearing 7 per cent, interest. This indenture, made this the first day of January in the year of our Lord one thousand eight hundred and fifty-two, between the Eaton and Hamilton Railroad Company a corporation duly constituted as such by the laws of the state of Ohio, of the first part and Joseph B. Varnum of the city of New York, George Carlisle and John P. Reznor of the city of Cincinnati, of the second part; Witnesseth, that whereas the said the Eaton and Hamilton Railroad Company, pursuant to the terms of the statutes of the said state of Ohio, incorporating them and other statutes of said state affecting them, are engaged in constructing a railroad from Hamilton to Eaton and thence to the west line of the state of Ohio, aforesaid, and for that purpose have resolved to raise money by loan to an amount not exceeding three hundred thousand dollars, and in order to secure the payment thereof, have executed three hundred bonds for the sum of one thousand dollars each, payable on the first day of January in the year of our Lord one thousand eight hundred and sixty-two at the Bank of America in the city of New York, and bearing interest at the rate of seven per centum per annum, payable semi-annually on the first days of July and January in each year, at the same place according to the tenor and effect of interest warrants attached to each of said bonds; said bonds bear even date herewith and are drawn payable to the said George Carlisle or bearer, and are to be on an equality so far as regards security for the payment thereof by these presents: and the holder of each of said bonds shall be entitled at any time within five years from the date thereof to receive in exchange therefor forty shares of twenty-five dollars each in the capital stock of said company upon the surrender thereof, and the interest warrants that shall not have become payable as in said bonds stated. Now therefore this indenture witnesseth. That the said the Eaton and Hamilton Railroad Company in order to secure the payment of said bonds and interest and in consideration of the sum of one dollar to them paid at the sealing and delivery hereof by the said Joseph B. 790 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Varnum, George Carlisle and John P. Reznor, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said Joseph B. Varnum, George Carlisle and John P. Reznor, and to the survivors and survivor of them, and the heirs of such survivor, all the present and in future to be acquired property of the said, the Eaton and Hamilton Railroad Company, that is to say, their road, including the rights of way and land occupied thereby, extending from Hamilton in Butler county to Eaton in Preble county, and thence to the west line of the state of Ohio, together with the superstructure and all rails and other materials used therein or procured therefor, bridges, viaducts, culverts, fences, depot grounds and buildings erected thereon, and all rights therein, tolls and income, and any right thereto or interest therein together with the tolls or income to be had or levied therefrom, and all franchises, rights and privileges of the said, the Eaton and Hamilton Railroad Company of, in, to, or concerning the same. To have and to hold the said premises and every part thereof with the appurtenances, unto the said Joseph B. Varnum, George Carlisle and John P. Reznor and the survivors and survivor of them, and the heirs of such survivor upon the following trusts; that is to say, that in case the said, the Eaton and Hamilton Railroad Company, shall fail to pay the principal, or any part thereof, or any of the interest on said bonds at any time when the same may become due and payable according to the tenor thereof when demanded, then after sixty days from such default upon request of the holder of such bonds the said Joseph B. Varnum, George Carlisle and John P. Reznor and the survivors and survivor of them, and the heirs of such survivor, shall and may enter into and take possession of all or any part of said premises, and as the attorneys or attorney in fact or agents or agent of the said, the Eaton and Hamilton Railroad Company, by themselves or himself or agents or sub¬ stitutes duly constituted, have, use and employ the same, making from time to time all needful repairs, alterations and additions thereto, and after deducting the expenses of such use, repairs, alterations and addi¬ tions thereto, apply the proceeds thereof to the payment of the principal and interest of all of said bonds remaining unpaid, or the said Joseph B. Varnum, George Carlisle and John P. Reznor and the survivors and survivor of them and the heirs of such survivor, at their or his discretion may, or on the written request of the holders of at least one-half of the bonds then unpaid and unconverted into stock, shall cause the said premises or so much thereof as shall be necessary to pay and discharge the principal and interest of all such of said bonds as may then be unpaid and unconverted as aforesaid, to be sold at public auction in the city of Cincinnati, giving at least forty days’ notice of the time, place and terms of such sale, and of the specific property to be sold by publishing the same in at least one newspaper of good circulation in each of the cities of Boston, New York, Philadelphia, Cincinnati, Hamilton and Eaton, and wherever else required by law, and execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance in fee simple for the same, which shall be a bar against the said, the Eaton and CORPORATE HISTORY. 791 Hamilton Railroad Company, their successors and assigns, and all per¬ sons claiming f under them of all right, interest or claim in or to said premises or any part thereof, and the said Joseph B. Varnum, George Carlisle and John P. Reznor, and the survivors and survivor of them, .and the heirs of such survivor shall, after deducting from the proceeds of said sale the costs and expenses of managing such property and of such sale, apply so much of the proceeds as may be necessary to the satisfaction and payment of said principal and interest due or unpaid on said bonds, and shall restore the residue thereof to the said, the Eaton and Hamilton Railroad Company, their successors and assigns, it being hereby expressly understood that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws by the said, the Eaton and Hamilton Railroad Company their successors or assigns, nor shall any injunction or stay of proceedings, or any process be applied for or obtained by them to prevent such entry or sale as afore¬ said. And the said the Eaton and Hamilton Railroad Company hereby covenant for the consideration aforesaid to execute and deliver any further, reasonable and necessary conveyance of the premises or any part thereof to the said Joseph B. Varnum, George Carlisle and John P. Reznor, and to the survivors and survivor of them and the heirs of such survivor for more fully carrying into effect the objects hereof, particularly for the conveyance of any property subsequently to the date hereof acquired by the said, the Eaton and Hamilton Railroad Com¬ pany, and comprehended in the description contained in these premises, and the said, the Eaton and Hamilton Railroad Company hereby further covenant as aforesaid that all money borrowed for the purposes aforesaid upon the security of any of the said bonds shall be faithfully applied, with due diligence in the construction and equipment of said railroad; And it is hereby mutually agreed, and these presents are upon this express condition that on payment of the principal and interest of said bonds or the conversion thereof into stock, in manner aforesaid, the estate hereby granted shall be void, and the right to the premises hereby conveyed shall revert and revest in the said, the Eaton and Hamilton Railroad Company, their successors and assigns, without any acknowledg¬ ment of satisfaction, reconveyance, re-entry, or other act. And it is also further agreed that the said Joseph B. Varnum, George Carlisle and John P. Reznor and the survivors and survivor of them, and the heirs of such survivor shall only be accountable for reasonable diligence in the management thereof, and shall not be responsible for the acts of any agent employed by them or any of them when such agent is selected with reasonable discretion, and that they and each of them shall receive and be entitled to receive proper compensation for every labor or service per¬ formed in the discharge of the trust aforesaid, in case they or any of them shall be compelled to take possession of said premises or any part thereof or manage the same; And it is further agreed that in case of the death, mental incapacity or resignation of the said Joseph B. Varnum, George Carlisle and John P. Reznor and the survivors and survivor of them, and the heirs of such 79 2 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUTS RY. CO. survivor the said, the Eaton and Hamilton Railroad Company shall, or on their default to take proceedings therefor for thirty days, the holders of a majority of said bonds may apply to any court of chancery in Butler or Preble counties, Ohio, to appoint one or more trustees to supply their or his place; And thereupon such new trustee or trustees shall become vested for the purposes aforesaid, with all the rights and interests hereby conveyed to or vested in the said Joseph B. Varnum, George Carlisle and John P. Reznor, and the survivors and survivor of them and the heirs of such survivor, without any further assurance or conveyance for the same, but if the same shall be necessary, both or either of the parties hereto shall execute any necessary releases or con¬ veyances for these purposes. In witness whereof, the said party of the first part have caused their corporate seal to be hereto affixed, and their name to be subscribed by John Woods, their president, and countersigned by their secretary on this day and year first above written. The Eaton and Hamilton Railroad Company, By JOHN WOODS, President. JESSE B. STEPHENS, Secretary. Signed, sealed, acknowledged and delivered in the presence of WM. BECKETT, WM. H. MILLER. Acknowledged before William H. Miller, notary public, Butler county, Ohio, January i, 1852. Recorded, Butler county, Ohio, volume 12, page 225. MORTGAGE. Eaton and Hamilton Railroad Company to George Carlisle, Trustee. Dated November 1, 1852. Securing $100,000 bonds of $1000 each, payable January 1, 1858, bearing 7 per cent, interest. This indenture, made this the first day of November in the year of our Lord one thousand eight hundred and fifty-two, between the Eaton and Hamilton Railroad Company, a corporation duly constituted as such by the laws of the state of Ohio, of the first part, and George Carlisle, of the city of Cincinnati, of the second part; Witnesseth, that whereas the said Eaton and Hamilton Railroad Com¬ pany, pursuant to the terms of the statutes of the said state of Ohio, incorporating said company, are engaged in constructing a railroad from Hamilton to Eaton and thence to the west line of the state of Ohio afore¬ said, and for that purpose have resolved to raise an additional sum of money by loan, not exceeding one hundred thousand dollars; and in order to secure the payment thereof have executed one hundred bonds for the sum of one thousand dollars each, payable on the first day of CORPORATE HISTORY. 793 January, in the year of our Lord one thousand eight hundred and fifty- eight, at the Bank of America, in the city of New York, and bearing interest at the rate .of seven per centum per annum, payable semi¬ annually on the first days of July and January in each year, at the same place according to the tenor and effect of interest warrants attached to each of said bonds, which bear even date herewith, and are drawn payable to the said George Carlisle, or bearer, and are to be on an equality so far as regards security for the repayment thereof by these presents, and the holder of each of said bbnds shall be entitled at any time within three years from the date thereof, to receive in exchange therefor forty shares of twenty-five dollars each, in the capital stock of said company, upon the surrender thereof, and the interest warrants thereon, that shall not have become payable as in said bonds stated. Now therefore this indenture witnesseth, That the said Eaton and Hamilton Railroad Company, in order to secure the repayment of said bonds and interest, and in consideration of the sum of one dollar to them, paid at the sealing and delivery hereof, by the said George Car¬ lisle, the receipt whereof is hereby acknowledged, have granted, bar¬ gained, sold, transferred, and conveyed, and by these presents do grant, bargain, sell, transfer, and convey to the said George Carlisle and his heirs and assigns, all the present and in future to be acquired property of the said Eaton and Hamilton Railroad Company; that is to say, their road, including the right of way and land occupied thereby, extending from Hamilton in Butler county to Eaton in Preble county, and thence to the west line of the state of Ohio, together with the super¬ structure, and all rails and other materials used thereon or procured therefor, and the bridges, viaducts, culverts, depot grounds, and buildings erected thereon, and all rights therein, tolls and income, and any right thereto or interest therein, together with the tolls, or income to be had or levied therefrom, and all franchises, rights, and privileges of the said Eaton and Hamilton Railroad Company, of, in, to or concerning the same; to have and to hold the said premises, and every part thereof, with the appurtenances, unto the said George Carlisle and his heirs and assigns, upon the following trusts:—that is to say, that in case the said Eaton and Hamilton Railroad Company shall fail to pay the principal, or any part thereof, or any of the interest on said bonds, at any time when the same may become due and payable according to the tenor thereof, when demanded, then, after such default, upon request of the holder of such bond, the said George Carlisle, and his heirs and assigns, shall and may enter into and take possession of all or any part of said premises, and as the attorneys or attorney in fact, or agents or agent, of the said Eaton and Hamilton Railroad Company by himself, or agent, or substitutes duly constituted, have, use, and employ the same; making from time to time all needful repairs, alterations and additions thereto, and after deducting the expenses of such use, repairs, alterations and additions thereto, apply the proceeds thereof to the payment of the principal and interest of all of said bonds remaining unpaid; or the said George Carlisle, and his heirs or assigns, at his or their discretion, may, or on the written request of the holders of at least one-half of the bonds 794 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. then unpaid and unconverted into stock, shall cause the said premises, or so much thereof as shall be necessary to pay and discharge the prin¬ cipal and interest of all such of said bonds as may then be unpaid and unconverted as aforesaid, to be sold at public auction in the city of Cincinnati, giving at least forty days’ notice of the time, place and terms of such sale, and of the specific property to be sold, by publishing the same in at least one newspaper of good circulation in each of the cities of Boston, New York, Philadelphia, Cincinnati, Hamilton and Eaton, and wherever else required by law, and shall execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance in fee simple for the same, which shall be a bar against the said Eaton and Hamilton Railroad Company, their successors and assigns, and all persons claiming under them, of all right, interest or claims in or to said premises or any part thereof, and the said George Carlisle, his heirs or assigns, shall, after deducting from the proceeds of said sale the costs and expenses of managing such property and of such sale, apply so much of the proceeds as may be necessary to the satisfaction and payment of said principal and interest due or unpaid on said bonds, and shall restore the residue thereof to the said Eaton and Hamilton Railroad Company, their successors and assigns, it being hereby ex¬ pressly understood that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws by the said Eaton and Hamilton Railroad Company, their successors or assigns, nor shall any injunction, or stay of proceedings, or any process, be applied for or obtained by them to prevent such entry or sale as aforesaid. ' Said Railroad is subject to two previous mortgages, one to the city of Cin¬ cinnati for one hundred and fifty thousand dollars, payable in twenty years with six per cent, interest, and the other to Joseph B. Varnum, George Carlisle and John P. Reznor for three hundred thousand dollars, payable in ten years with seven per cent, interest. And the said Eaton and Hamilton Railroad Company hereby covenant, for the consideration afore¬ said, to execute and deliver any further reasonable and necessary con¬ veyance of the premises, or any part thereof, to the said George Car¬ lisle, his heirs or assigns, for more fully carrying into effect the objects hereof, particularly for the conveyance of any property subsequently to the date hereof, acquired by the said Eaton and Hamilton Railroad Company, and comprehended in the description contained in these prem¬ ises, and the said Eaton and Hamilton Railroad Company hereby further enant as aforesaid, that all money borrowed, for the purposes afore¬ said, upon the security of any of the said bonds, shall be faithfully applied with due diligence in the construction and equipment of said railroad; and it is hereby agreed, that these presents are upon this express condition, that on payment of the principal and interest of said bonds, on the conversion thereof into stock, in manner aforesaid, the estate hereby gianted shall be void, and the right to the premises hereby con¬ veyed shall revert and revest in the said Eaton and Hamilton Railroad Company, their successors and assigns, without any acknowledgment of satisfaction, reconveyance, re-entry or other act; and it is also further agreed, that the said George Carlisle and his heirs and assigns CORPORATE HISTORY. 795 shall only be accountable for reasonable diligence in the management thereof, and shall not be responsible for the acts of any agent employed by him or any of them, when such agent is selected with reasonable dis¬ cretion, and that he or they shall receive, and be entitled to receive proper compensation for every labor or service performed in the discharge of the trust aforesaid, in case he or his heirs or assigns shall be com¬ pelled to take possession of said premises, or any part thereof, or manage the same, and it is further agreed, that in case of the death or resignation of the said George Carlisle, his heirs or assigns, the said Eaton and Hamilton Railroad Company shall (or, on their default to take proceedings therefor for thirty days, the holders of a majority of said bonds may,) apply to any court of chancery in Butler or Preble counties, Ohio, to appoint one or more trustees to supply his or their place and thereupon such new trustee or trustees shall become vested for the purpose aforesaid with all the rights and interests hereby con¬ veyed to, or vested in, the said George Carlisle, without any further assurance or conveyance for the same, but if the same shall be neces¬ sary, both or either of the parties hereto shall execute any necessary releases or conveyances for these purposes. In witness whereof, the said Eaton and Hamilton Railroad Company liave caused their name to be subscribed hereunto by their president, and countersigned by their secretary, and their corpoiate seal to be affixed thereto on the day and year first above written. The Eaton and Hamilton Railroad Company, [seal] By JOHN WOODS, President. JESSE B. STEPHENS, Secretary. Signed, sealed, acknowledged and delivered in the presence of WM. H. MILLER, WM. BECKETT. Acknowledged before Wm. H. Miller, notary public, Butler county, November i, 1852. Recorded, Butler county, Ohio, Mortgage Record 12, page 480. MORTGAGE. Eaton and Hamilton Railroad Company to Timothy S. Goodman and Nicholas W. Thomas, Trustees. Dated November 9, 1853. Covering real estate of the company in Hamilton county and securing $150,000 bonds of $1000 each, dated December 1, 1853, payable December 1, 1873, bearing 8 per cent, interest. This indenture made this ninth day of November in the year of our Lord one thousand eight hundred and fifty-three, between the Eaton and Hamilton Railroad Company, a corporation duly constituted by the laws of the state of Ohio of the first part, and Timothy S. Goodman and Nicholas W. Thomas, of the city of Cincinnati, of the second part, witnesseth: 79 ^ PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. That whereas, the said Eaton and Hamilton Railroad Company, pur¬ suant to the terms of the statutes of the said state of Ohio incorporating and affecting them are engaged in constructing a railroad from Hamilton by way of Eaton to the west line of the State of Ohio aforesaid, and for that purpose have resolved to raise money by loan to an amount not exceeding one hundred and fifty thousand dollars, and as evidence of the indebtedness thus to be created, to issue one hundred and fifty bonds for the sum of one thousand dollars each, payable on the first day of December in the year of our Lord one thousand eight hundred and seventy-three, at the office of the Ohio Life Insurance and Trust Com¬ pany, in the city of New York, and bearing interest at the rate of eight per centum per annum, payable semi-annually on the first days of June and December in each year at the same place, according to the tenor and effect of interest coupons attached to each of said bonds, said bonds to bear date the first day of December, A. D. one thousand eight hundred and fifty-tree, and to be drawn payable to the said Timothy S. Goodman or bearer and are to be on an equality so far as regards security for the payment thereof by these presents. Now, therefore, the said Eaton and Hamilton Railroad Company in order to secure payment of said bonds and the interest, and in consid¬ eration of the sum of one dollar to them paid at the sealing and delivery hereof by the said Timothy S. Goodman and Nicholas W. Thomas have granted, bargained and sold and by these presents do convey and confirm unto the said Timothy S. Goodman and Nicholas W. Thomas, and to the survivor of them and the heirs of such survivor: All that certain tract of land in the county of Hamilton and state of Ohio, lying and being in section number 30, township number 4, and fractional range number one, in the Miami Purchase described as fol¬ lows, to-wit: beginning at a corner in the west line of a tract of land of 89 acres recently owned by R. W. Burnet, Elizabeth B. Grosbeck, and Caroline B. JVIcLean as tenants in common, which beginning cornei* is 6 52/100 chains south of the section line running east and west and which is the northern boundary of said tract, and from said corner run¬ ning south 89° E. parallel with said section line 29 60/100 chains to a point in the center of Mill creek, thence with the center of said creek bordering on the line of Robert W. Burnet's land south 15R; 0 E. 3 chains to a point, thence south 6 %° W. 2 50/100 chains to a point, thence north 89° W. and parallel with the section line 27 30/100 chains to the county road, thence with said road north 8j^° E. 18 8/100 chains to a cornei, thence north 89 W. 3 50/100 chains to a corner, thence north Va E. 3 48/100 chains to the place of beginning, containing 15 66/100 acres. Also another tract of land in said section No. 30, beginning in the east line of the section at the distance of 22 40/100 chains from the N. E. corner of said section, and running thence north 89° W. parallel with the north line of said section 9 65/100 chains to the center of Mill creek, thence along the center of said creek with its meanders south 15 0 E. 50 links, thence south 47^° W. 5 chains, thence south 66*4° 5 chains and^ 12 links, thence south 31^4° W. 3 chains and 30 links, thence south 2^2 W. 1 chain and 95 links, thence south 63%° E. 2 chains and 87 links,. CORPORATE HISTORY. 797 thence north 84° E. 8 chains and 86 links, thence north 55 ^ 4 ° E. 8 chains and 4 links, thence north 77E. 1 chain and 5 links to the east line of the section, and thence with the same north ^ 4 ° E. 6 chains and 85 links to the place of beginning, containing 16 acres, saving, excepting and reserving out of the first above described tract the right of way heretofore conveyed to the Cincinnati, Hamilton and Dayton R. R. Company for its said railroad, to have and to hold said premises and every part thereof with the appurtenances unto the said Timothy S. Goodman and Nicholas W. Thomas, and the survivor of them and the heirs of such survivor upon the following trusts: That is to say, in case the said Eaton and Hamilton Railroad Com¬ pany shall fail to pay the principal or any part thereof or any of the interest on said bonds at any time when the same may become due and payable according to the tenor thereof when demanded, then after sixty days from such default upon the request of the holder of such bond, the said Timothy S. Goodman and Nicholas W. Thomas and the survivor of them and the heirs of such survivor, shall and may enter into and take possession of all or any part of said tracts of land, and as the attornies or attorney in fact or agents or agent of the said Eaton and Hamilton Railroad Company by themselves, or himself or agents or substitutes duly constituted, have, use and employ the same, making from time to time all needful repairs, alterations and additions thereto, and after deducting the expense of such use, repairs, alterations and ad¬ ditions apply the proceeds thereof to the payment of the principal and interest of all of said bonds remaining unpaid; or the said Timothy S. Goodman and Nicholas W. Thomas and the survivor of them and the heirs of such survivor at their or his discretion may, or on the written request of the holders of at least one-half of the bonds then unpaid, shall cause the said tracts of land or so much thereof as may be neces¬ sary to pay and discharge the principal and interest of all such of said bonds as may then be unpaid as aforesaid, to be sold at public auction in the city of Cincinnati, giving at least sixty days’ notice of the time, place and terms of such sale, and of the specific property to be sold by publishing the same in at least two newspapers of good circulation in the said city of Cincinnati, and two of like circulation in the incorporated village of Eaton, and upon the making of such sale, to make, execute, and deliver to the purchaser or purchasers thereof for and in the name of the said Eaton and Hamilton Railroad Company, a good and suffi¬ cient deed or deeds of conveyance in fee simple for the same. And the said Timothy S. Goodman and Nicholas W. Thomas and the survivor of them and the heirs of such survivor shall, after deducting from the proceeds of said sale the costs and expenses of managing such property and of such sale, apply so much of the proceeds as may be necessary to the satisfaction and payment of said principal and interest due and unpaid on said bonds, and shall restore the residue thereof to the said Eaton and Hamilton Railroad Company, their successors and as¬ signs, it being hereby expressly understood that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws by the said Eaton and Hamilton Railroad Company, their suc¬ cessors and assigns, nor shall any injunction or stay of proceedings or 79§ PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. any process be applied for or obtained by them to prevent such entry or sale as aforesaid. And the said Eaton and Hamilton Railroad Company hereby covenant for the consideration aforesaid to execute and deliver any further reason¬ able and necessary conveyance of said lands or any part thereof to the said Timothy S. Goodman and Nicholas W. Thomas and to the sur- vi\ or of them and to the heirs of such survivor for more fully carrying into effect the objects hereof, and also that all money obtained on this- security or upon the sale of any of said bonds shall be faithfully applied in the construction and repairs of their said road and in the purchase of engines, cars and machinery for the same. And it is hereby mutually agreed and these presents are upon the express condition, that on payment of the principal and interest of said bonds in manner aforesaid the estate hereby granted shall be void and the right to the land hereby conveyed shall revert to and revest in the said Eaton and Hamilton Railroad Company, their successors and as¬ signs without any acknowledgment of satisfaction, reconveyance, re¬ entry or other act, and it is also further agreed that the said Timothy S. Goodman and Nicholas W. Thomas and the survivor of them and the heirs of such survivor shall be accountable only for reasonable diligence in the management thereof, and shall not be responsible for the acts of any agent employed by them or any of them when such agent is selected with reasonable discretion, and that they and each of them shall receive and be entitled to receive proper compensation for every labor or service performed in the discharge of the trust aforesaid in case they or any of them shall be compelled to take possession of said premises or any part thereof and manage or sell the same. And it is further agreed that in case of the death, mental incapacity or resignation of the said Timothy S. Goodman and Nicholas W. Thomas and the survivor of them and the heirs of such survivor, the said Eaton and Hamilton Railroad Company shall (or failing to do so for tliiity days the holders of a majority of said bonds may) apply to court having chancery jurisdiction in the county of Hamilton, to ap¬ point one or more trustees to supply his or their place, and thereupon such new trustee or trustees shall become and be vested for the purpose aforesaid with all the rights, privileges and interests conferred as afore¬ said upon the said original trustee without any further or additional assurance or conveyance thereof. But if the same shall become neces- sary, the said Eaton and Hamilton Railroad Company will execute any additional assurance or conveyance to enable the said newly appointed trustees to execute the trusts specified. In witness whereof, I have caused the corporate seal of the said Eaton and Hamilton Railroad Company to be hereunto affixed and have on behalf of said company and by its order signed the same as its presi¬ dent and cause to be countersigned by the secretary on the day and year first herein above written. Attest: DAVID BARNET, President, [seal] J. B. STEPHENS, Secretary, [seal] Signing and sealing acknowledged in presence of W. J. GILMORE, I. V. CAMPBELL. CORPORATE HISTORY. 799 Acknowledged before W. J. Gilmore, notary public, Preble county, Ohio, November 9, 1853. Recorded, Hamilton county, O., Nov. 10, 1853, vol. 194, page 327. Satisfaction of mortgage endorsed on record, Hamilton county, Ohio. Eaton and Hamilton Railroad Company’s office, State of Ohio, I Preble county. } Eaton > Au ® ust 2 3 > 1861 ■ As secretary of the said Eaton and Hamilton R. R. Company, I cer¬ tify that the one hundred and fifty bonds of one thousand dollars each, issued by said company under date of December i, 18=53, and the pay¬ ment thereof secured by mortgage executed on certain real estate in and adjoining the city of Cincinnati on the 9th day of the same year to Timothy S. Goodman and N. W. Thomas, Esqs., in trust, etc., have all been regularly paid off, redeemed and cancelled. In testimony whereof I have hereunto set my name and affixed the corporate seal of said company the 23rd day of August A. D., 1861. J. B. STEPHENS, Secretary. State of Ohio, f . . __ Hamilton county, Ohio. \ Cincinnati, July 24, 1865. The one hundred and fifty bonds for one thousand dollars each, issued by the Eaton and Hamilton Railroad Company, described in the fore¬ going certificate of Jesse B. Stephens, secretary of said company, and which this mortgage deed of trust was given to secure, having been presented to me, paid and cancelled, this mortgage is hereby cancelled and satisfied of record. T. S. GOODMAN, Surviving Trustee of said Mortgage Bonds. RICHMOND AND MIAMI RAILROAD COMPANY . 1 AN ACT To Incorporate Richmond and Miami Railroad Company. Approved January 19, 1846. Section 1. Be it enacted by the General Assembly of the state of Indiana, that Daniel P. Wiggins, James E. Reeves, S E. Perkins, W. W. Lynde, Robert Morrison, Eli Brown and William R. Foulke of the county of Wayne, and state of Indiana, and their successors in office, duly elected as hereinafter provided, are hereby constituted a body cor¬ porate and politic, by the name of “ The President and Directors of the Richmond *and Miami Railroad Company,” and by such name shall be capable to sue and be sued, plead and be impleaded, answer and be answered unto either in law or equity in any court of competent juris¬ diction within this state; and shall have power to make and use a com- 1 See page 133 . 800 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. mon seal, and the same to alter at pleasure, and to make contracts and enforce the same, and to establish and put in force such by-laws, rules and regulations as may be necessary to carry into effect the provisions of this act, not inconsistent with the constitution and laws of this state, and of the United States. Sec. 2. The capital stock of said company shall be fifty thousand dollars to be divided into shares of fifty dollars each. Sec. 3. The directors named in this act, or a majority of them, may meet at such time and place as they may agree upon, and organize said corporation by the election of one of their body as president; and after such organization, any members of said board shall constitute a quorum for the transaction of business. Sec. 4. The corporation shall have power to appoint agents, clerks, treasurers, surveyors, engineers, superintendents, artists, and all other officers and persons necessary to carry into effect the objects of this act. They shall keep a journal of their proceedings, in which shall be entered all by-laws, rules and regulations, and all orders for the payment of such allowances as may be made to their officers and all others in their employ; which journal shall, from time to time, be read by the board, and, if found to be correct, signed by the president. They may sit on their own adjournments, or on the call of the president; when the president is absent they may appoint a president pro tempore. They shall fill all vacancies that may happen in their own body. Sec. 5* The corporation shall cause books to be opened for sub¬ scription to the capital stock at such time and at such place or places as they may choose, due notice of which shall be given in at least one newspaper published in the town or city where said books are proposed to be opened. Sec. 6. It shall be lawful for all persons of lawful age, for the agent of any corporate body, for the agent of any state, or of the United States, on behalf of the same, to subscribe for any amount of capital stock, and the books shall be kept open for any such space of time, and at such place or places as the corporation shall choose, and may be reopened at any time; and they may, by an agent, offer for sale in any othei state any amount of stock upon such terms and conditions as may be thought advisable. They shall have power, on the credit of the corpoiation, to borrow money on such terms as may be agreed upon by the parties. The corporation may require such sum of money to be paid at the time of subscribing, not exceeding five dollars on each share, as they may think proper; but such requisition shall be made known by being inserted in the notice for opening the books, and any future payments on the stock shall be under the control of the corporation. Sec. 7. As soon as twenty thousand dollars are subscribed for, and five dollars are paid on each share, it shall be the duty of tlie corpora¬ tion to give three weeks’ notice thereof in one or more newspapers; and in such notice appoint a time and place for the stockholders to meet and elect thirteen directors, who shall be stockholders, and said election shall be conducted by two judges appointed by the stockholders CORPORATE HISTORY. 801 present; and the persons having a plurality of votes given and counted in public shall be declared duly elected. No share shall confer a right to vote at any election unless the same shall have been held one month previous to the election; in all elections one share shall entitle the holder to one vote; and votes may be given by the person owning the same, or by one of any partners, or by the husband, father, mother, administrator or executor, trustee or guardian, or by the authorized agent of any corporation, state, or of the United States, or any person having a right to vote may vote by written proxy. Sec. 8. It shall be the duty of the directors elected as above, and those elected at all subsequent elections, to meet as soon thereafter as they conveniently can, and elect one of their own body president; the president and directors thus elected shall continue in office until the next annual election, and until their successors are elected and qualified or organized. Sec. g. All elections after the first shall be held on the first Monday in January, annually, under the direction of three stockholders, not directors at the time, to be appointed by the board at a previous meet¬ ing, or by the stockholders present at the time of holding said election, and notice of said election shall be given in at least one newspaper. Provided, that if, from any cause whatever, there should be no election held on the day appointed by this act, or by the directors for the first election, it shall be lawful to hold the election on any other day. Sec. io. Certificates of stock shall be given to the stockholders, which shall be evidence of the stock held; they shall be signed by the president, and countersigned J>y the clerk. The stock shall be transferred on the books of the corporation personally, or by agent or attorney, or by the administrator, executor, trustee or guardian; but such stock shall be held at all times by the corporation for any dues from the holder thereof to the corporation, or for any sums that may thereafter become due on contract made prior to such transfer. Sec. ii. The corporation shall have power to call for such portions of the stock subscribed, not exceeding twenty-five dollars on each share in any one year, as they may think proper, to be paid at such time and place as they may designate, by giving sixty days’ notice in some news¬ paper of general circulation where said stock is made payable, or by written notice given to the stockholders, in which shall be specified the amount demanded on each share, and the time and place of payment; if any stockholder shall neglect or refuse to pay any such requisition within ten days after the time named for such payment, the corporation may bring suit against such delinquent for the amount due and called for, in any court of competent jurisdiction, and recover the amount due with ten per cent, damages for such detention; and if the amount cannot be made on execution, or if such delinquent is out of the state, then the corporation may, by an order on their books, declare such stock for¬ feited to the corporation, with whatsoever amount may have been paid thereon, and no such delinquent, before the forfeiture of the stock, shall have any right to vote for directors or recover any dividend on his, her, or their stock until the corporation is fully satisfied. 51 802 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Sec. 12. The corporation, by their agents, shall have full power from time to time to examine, survey, locate and construct a railroad of a single or double track, commencing at the city of Richmond, in the county of Wayne and state of Indiana, and running on the best ground for the interest of the company and the public convenience eastwardly to the Indiana and Ohio state line, for the purpose of connecting with a railroad proposed to be made in the state of Ohio to the state line. Sec. 13. And for the purpose of making such examination and loca¬ tion, it shall be lawful for the corporation, by their agent, and persons in their employ, to enter upon any land to make surveys and estimates, and for the purpose of searching for stone, gravel, wood, or other materials necessary for the construction of said road; but no stone, gravel, wood, or other materials necessary for the construction of said road, shall be taken away from any land without the consent of the owner thereof, until the rate of compensation shall be ascertained and paid. Sec. 14. It shall be lawful for the corporation, either before or after the location of any section of the road, to obtain from the person or persons through whose land the same may pass, a relinquishment of so much of the land as may be necessary for the construction or location of said road, as also the stone, gravel, timber, and other materials; and it shall be lawful for said corporation to receive, by donations, gifts, grants or bequests, land, money, labor, property, stone, gravel, or other materials for the benefit of said corporation, and all such contracts, re¬ linquishments, donations, gifts, grants, and bequests made and entered into in writing, by any person or persons capable 4 in law to contract, made in consideration of such location, for the benefit of the corpora¬ tion, shall be binding and obligatory; and the corporation may have their action at law in any court of competent jurisdiction to compel the same: Provided, that all such contracts, relinquishments, donations, gifts, grants and bequests shall be fully and plainly made in writing, signed by the party making the same. Sec. 15. That in all cases where any person through whose land the road may run, shall refuse to relinquish the same, or where a contract between the parties cannot be made, it shall be lawful for the corpor¬ ation to give notice to some justice of the peace in the county where the difficulties may occur, that such facts do exist, and such justice of the peace shall thereupon summon the owner of such land to appear before him on a particular day within ten days thereafter, and shall appoint twelve disinterested persons of the neighborhood, who shall, after taking an oath faithfully and impartially to assess the damages, if any, view the land or materials, and after having taken into consideration the advan¬ tages as well as the disadvantages the road may be to the same, and shall report thereon whether such person is entitled to damages or not, and if so, how much; and shall file such return with such justice, where¬ upon said justice shall enter judgment thereon unless for good cause there shown; and in case either party should show sufficient cause why judgment should not be entered, the justice may grant a review of the premises, either with or without costs: Provided, that either party may, CORPORATE HISTORY. 803 at any stage of the proceedings, appeal to the circuit court of the proper county, as in other cases, and such court shall appoint reviewers as above directed, who may report at that or succeeding terms, in the dis¬ cretion of the court, and the judgment of the circuit court shall be final. Sec. 16. And in all cases where the owner or owners of such land or materials shall be minors, insane persons, or reside out of the county where such lands may be, such justice shall cause three notices of the application made, and of the day fixed for the appointment of viewers, to be posted up in three of the most public places in the county, and if no person shall attend on the day named in said notice said justice shall adjourn the same until that day two weeks; at which time he shall pro¬ ceed as if such person or persons had been duly notified to attend, and on such judgment being rendered, and the corporation complying there¬ with, by the payment of costs or damages awarded against them, the corporation shall be seized of the land or materials. Costs shall be allowed or awarded against either party at the discretion of the justice. Sec. 17. That if it should be found necessary and advantageous to the location and construction of said road, the corporation shall have the right to lay the same along and upon any state or county road: Pro¬ vided, however, that before such location shall be made the corporation shall make application to the county commissioners of the proper county for such right; and the said county commissioners are hereby vested with power to grant the same by an. order entered on their re¬ cords: And provided also, that sucji right shall be granted on condi¬ tion that the corporation shall (leave) a sufficiency of said state or county road in as good repair, for common use, as previous to such occupation. Sec. 18. That when said corporation shall have procured a right of way as hereinbefore provided, they shall be seized in fee simple of the right to said land, and shall have the sole use and occupation of the same; and no person, body corporate or politic, shall in any way inter¬ fere therewith, molest, disturb, or injure, any of the rights and privileges hereby granted, or that would be calculated to detract from or affect the profits of said corporation. Sec. 19. The corporation shall commence the construction of said road any time within five years after the opening of the books, and from time to time construct so much towards the point of destination as may be within the ability and to the interest of the company, and shall complete it within fifteen years from its commencement: Provided, that if the road should not be completed within the time aforesaid, the General Assembly may, for good cause shown, give further time for its construction: Provided also, if any part of said road shall be com¬ pleted within the time aforesaid, in that case all the rights, privileges and benefits granted in this act shall be extended to and vested in said company to such part of said road as shall be completed. Sec. 20. It shall be the duty of said corporation, wherever any state or county road, now established, shall cross or may hereafter cross the railroad, to make and keep in repair good and sufficient causeways, so that the free use of said state and county road shall not be obstructed; and in all cases where any person shall own land on both sides of said 804 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. road, and there shall not be any causeway for a public road leading from one tract to the other, the owner of such lands shall have the right, free of charge, to cross the same, and to make such causeways as may be necessary for the convenience of said owner: Provided, that such owner of land shall not injure or obstruct said road. Sec. 21. That it shall be lawful for said corporation to place or prescribe the kind of carriages that may be used on said road, whether propelled by steam or other power, for the transportation of passengers, for all kinds of products, lumber, goods, wares and merchandise, or any other kinds of property, and for this purpose the corporation may con¬ struct said road with such turns, gates, bridges, acqueducts, culverts, toll and warehouses as may be considered necessary for the interests of the company and convenience of the public; and the corporation may charge tolls and freights on such part of the road as may be in a sufficient state for travel, although the whole be not finished; and they may charge for travel and transportation on the same when it is graded and bridged, although the rails may not be laid so as to admit carriages thereon. Sec. 22. The corporation may charge and receive such tolls and freights for the transportation of persons, commodities and carriages on said road, or any part thereof as shall be for the interest of said com¬ pany, and to charge, lower, or raise at pleasure: Provided, that the rates established from time to time shall be posted in some conspicuous place or places on said road. Sec. 23. That when the aggregate amount of dividends declared shall amount to the full sum invested and ten per centum per annum thereon, the legislature may so regulate the tolls and freights that not more than fifteen per centum per annum shall be divided on the capital employed, and the surplus profits, if any, after paying the expenses and receiving such proportion as may be necessary for future contingencies, shall be paid over to the treasurer of state, for the use of common schools, but the corporation shall not be compelled by law to reduce the tolls and freights so that a dividend of fifteen per centum per annum cannot be made; and it shall be the duty of the corporation to furnish the legis¬ lature, if required, with a correct statement of the amount of expendi¬ tures and the amount of profits after deducting all expenses, which statement shall be made under oath of the officer, whose duty it shall be to make the same. Sec. 24. Semi-annual dividends of so much of the profits as the cor¬ poration may deem expedient shall be made on the first Monday in December and July, annually, unless the directors fix on a different day, and pay the stockholders as soon thereafter as they can with con¬ venience, and no dividends shall be made to a greater amount than the net profits after deducting all expenses; and the directors may retain such proportion of the profits as a contingent fund to meet subsequent expenses as they shall deem proper. Sec. 25. That if any person or persons shall knowingly and wilfully injure or obstruct said road, or any part thereof, or shall break, destroy or deface any work, edifice, device, toll, or warehouse belonging thereto, such person or persons so offending shall pay to the corporation five CORPORATE HISTORY. 805 times the amount of damages actually done, with costs of suits to be recovered by the corporation before any court having competent juris¬ diction: Provided, that all actions commenced by the corporation for the recovery of damages shall be commenced within six months from the time such cause of action occurred and not after. Sec. 26. It shall be lawful for the county commissioners for the county through which the road passes, for and on behalf of such county, to authorize by an order, f as much of the stock to be taken as they may think proper at any time within five years from the opening of the books. Sec. 27. It shall be the duty of the corporation to cause a full state¬ ment of the affairs of the company to be made and exhibited to the stockholders at any annual election, or at any other general meeting of the stockholders. Sec. 28. Any number of the stockholders owning one-third of the stock may call a general meeting of the stockholders by giving four weeks’ notice thereof, in which specifying the object of the call, and a majority of the stockholders being represented, they may make such order, relative to the concerns of the company, as a majority may determine. Sec. 29. The corporation may by contract admit the intersection with said road with any other railroad, turnpike, or any other road or collateral road. Sec. 30. The state in time of war shall have the right to transport troops, munitions of war and provisions, free of toll, on said road. Sec. 31. Should the capital herein granted not be sufficient to ac¬ complish the intended work, the corporation may increase the same and the stockholders may, at any general meeting, reduce the number of directors to any number not less than five. Sec. 32. That when the road is located it shall be the duty of the corporation to cause a plat of the same to be deposited in the office of the secretary of state, and from and after that time it shall not be lawful for the said corporation to alter or change any part of the said loca¬ tion unless said corporation pays the owner or owners of lands on such changed route, the amount of damages they may sustain by such re-location. Sec. 33. That if said road, after its completion, shall be suffered to go into decay, or be impassable for one year, unless when the same is repairing, this charter shall be taken and considered as forfeited. Sec. 34. The corporation shall in no case, directly or indirectly, engage in any kind of trade, or deal in merchandise, other than such as may be necessary to carry into effect the objects contemplated by this act; nor shall said corporation under any pretence whatever enter into banking business for the purpose of receiving deposits, making dis¬ counts, or issuing bills of credit, or bills or receipts of any description, to pass as a circulating medium. Sec. 35. The corporation shall cause to be kept a fair record of the whole expense of making and repairing said railroad, and of each section thereof, with all the incidental expenses, and also a fair account of the tolls received; and the state shall have the right to purchase the 806 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. stock of said company, at any time after twenty-five years, by paying to said corporation a sum of money, which, together with the tolls received, shall equal the cost and expense of said railroad as aforesaid, with an interest of ten per centum per annum; and the books of said company shall always be open for the inspection of any agent of the state, ap¬ pointed for that purpose by the legislature, and upon any refusal to exhibit their books and accounts to said agent, upon request made to the president, all powers granted by this act shall cease. Sec. 36. The directors of said company that shall contract any debts, over and above the amount of good and solvent stock subscribed, shall be individually liable for the payment of such excess; and the legis¬ lature reserves the right to alter or amend this charter at any time, and to repeal the same whenever its provisions shall have been violated by said company. Sec. 37. This act shall take effect and be in force from and after its passage, and shall be deemed and taken to be a public act. Local Laws Indiana, 1846, page 78. AN ACT To Amend an Act entitled “ An Act to Incorporate the Richmond and Miami Railroad Company,” approved January 19, 1846. Section 1. Be it enacted by the General Assembly of the state of Indiana, that an act entitled an act to incorporate the Richmond and Miami Railroad Company, approved January 19, 1846, be and the same is hereby amended, enlarged and extended so as to authorize the presi¬ dent and directors of the said Richmond and Miami Railroad Company, under all the rights, privileges, powers and provisions contained in said act, to construct a branch railroad from a suitable point on the said Richmond and Miami railroad to that point on the Ohio and In¬ diana state line to which the Dayton and Western Railroad Company in Ohio have or may hereafter locate their railroad. Sec. 2. That whenever a sufficient amount of stock is subscribed to prepare the said branch road for the superstructure, it shall be the duty of the president and directors- of said Richmond and Miami Railroad Company to proceed in the prosecution of said work with the stock sub¬ scribed for that purpose, with such dispatch as will secure the comple¬ tion of said branch by the time the said Dayton and Western Railroad is completed, if means sufficient are afforded. Sec. 3. And for the purpose of enabling the said company to con¬ struct, equip, and complete said work contemplated in said act of incorporation, and in this amendment, it shall be lawful for them to increase subscriptions in labor, materials, and real and personal prop- erty, to be made by deed or otherwise, in such manner and upon such terms, stipulations, conditions and agreements as they may deem to the interest of said company, to be by said company used, disposed of, sold and conveyed by deed or otherwise for the advancement of the object herein contemplated. CORPORATE HISTORY. 807 Sec. 4. And for the purpose of enabling said company to complete said road and furnish the same with locomotives, cars and other neces¬ sary appendages, they may issue bonds of any denomination not less than fifty dollars, and to an amount not exceeding one hundred thousand dollars, drawing interest at any rate not exceeding seven per cent, principal and interest to be paid at such time or times, place or places, as said company may deem expedient; and said bonds to be disposed of at such rates of discount as may be agreed upon, said bonds to be signed by the president and countersigned by the secretary, and the same may be made a lien on said road by mortgage or otherwise, as said company may deem expedient. Sec. 5. The facilities for transportation on said railroad shall be fair and equal to all railroads coming into and connecting with the same, sub¬ ject, however, to such restrictions and limitations in said privilege as two- thirds in value of the stockholders at [any] general meeting may deter¬ mine. Sec. 6. If at any time hereafter the stockholders in the said Richmond and Miami Railroad Company should desire to consolidate their stock and charter with the Terre Haute and Richmond Railroad Company, or the Dayton and Western Railroad Company, each or either of them, they are authorized to do so on such terms as said companies may agree upon, and adopt such name for said consolidated company they choose; after which said consolidated company shall be as fully invested with all the rights, powers and privileges, and subject to all the restrictions, to the whole extent of the road or roads embraced in said consolidation, as though the same had been incorporated under one charter, with the right to adopt the charter or charters, or part of either or all of said charters as said company may choose: Provided, however, that (no) consolidation shall ever be made to deprive railroad companies connect¬ ing or coming into the said Richmond and Miami Railroad from the use of the same for the purpose of transportation, upon as fair and equitable terms as if no such consolidation had been made. Sec. 7. That section ten of said act of incorporation be and the same is hereby so amended as to require the justice of the peace to select the twelve persons therein named from any part of the county, and in all cases when said jury return damages, and if they should not return damages to the land owners and the said land owners should appeal from such assessment or return, the said company may file a bond with said justice, payable to said land owner in the penal sum of two thousand dollars, conditioned for the payment of all damages, if any, that may be finally awarded in the premises; after said bond is filed as aforesaid, the said company may proceed in the construction of said road on said land as fully as though they had procured the right thereto, and no form of writ or proceeding at law or chancery shall issue or be instituted to hinder, stop, or delay said company in said work, or if said company shou d appeal and file a similar bond they may then proceed as aforesaid. (The foregoing bill was presented to me on the 15th day of January, 1851, for my approval. It has not been approved nor returned to the Senate with my objections down to the 24th day of January, 1851, and has therefore become a law.)—JOSEPH A. WRIGHT. 8°8 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. MORTGAGE. Richmond and Miami Railroad Company to George Carlisle, Trustee. Dated November i, 1852. Securing $60,000 bonds of $1000 each, dated November 1, 1852, payable November 1, 1862, bearing 7 per cent, interest. This indenture, made this first day of November, in the year of our Cord one thousand eight hundred and fifty-two, between the Richmond and Miami Railroad Company, a corporation duly constituted as such by the laws of the state of Indiana, of the first part, and George Carlisle of the city of Cincinnati, of the second part. Witnesseth, that whereas, the said Richmond and Miami Railroad Company, pursuant to the terms of the statutes of said state of Indiana, incorporating them, are engaged in constructing a railroad from Rich¬ mond to the east line of said state, to connect at the said state line with tie Eaton and Hamilton Railroad Company, in accordance with the written agreement between said companies, have resolved to raise money by loan, to an amount not exceeding sixty thousand dollars, and in order to secure the payment thereof, have executed sixty bonds for the sum of one thousand dollars each, payable on the first day of November, m the year of our Lord one thousand eight hundred and sixty-two at the bank of America in the city of New York, and bearing interest at tie rate of seven per centum per annum, payable semi-annually on the first days of May and November in each year, at the same place accord¬ ing to the tenor and effect of interest warrants attached to each of said bonds, which bear even date herewith, and are drawn payable to said George Carlisle, or bearer, and are to be on an equality so far as regards security for the repayment thereof by these presents; and the lolder of each of said bonds shall be entitled at any time within five years from the date thereof, to receive in exchange therefor, one thousand dollars at the par value thereof in the capital stock of said company, upon the surrender thereof, and the interest warrants therein that shall not have become payable at the time of such surrender. Now, therefore, this indenture witnessed, that the said Richmond and iaim Ivailroad Company, in order to secure the repayment of said bonds and interest, and in consideration of the sum of one dollar to them paid at the sealing and delivery hereof, by the said George Car¬ lisle, the receipt whereof is hereby acknowledged, have granted bar¬ gained, sold, transferred and conveyed; and by these presents do grant bargain, sell, transfer and convey to the said George Carlisle, his heirs and assigns, all the present, and in future to be acquired, property of the said Richmond and Miami Railroad Company, in their road from Richmond to the east line of the state of Indiana, including the right of way. and land occupied thereby, from Richmond to said state line as aforesaid, with the superstructure, and all rail and other materials used therein, or procured therefor, bridges, viaducts, culverts, depot grounds, and buildings erected thereon, and all rights therein, tolls and incomes CORPORATE HISTORY. 809 and any rights thereto or interest therein, together with the tolls, or income to be had or levied therefrom, and all franchises, rights and privileges of the said Richmond and Miami Railroad Company, of, in, to, or concerning the same, to have and to hold the said premises and every part thereof, with the appurtenances unto the said George Car¬ lisle, his heirs or assigns, upon the following trusts, that is to say, that in case the Richmond and Miami Railroad Company shall fail to pay the principal, or any part thereof, or any of the interest on said bonds at any time when the same may become due and payable according to the tenor thereof when demanded, then after sixty days from such default upon request of the holder of such bond, the said George Car¬ lisle, his heirs or assigns, shall and may enter into and take possession of all, or any part of said premises, and as the attorney or attorneys in fact, or agent or agents of the said Richmond and Miami Railroad Com¬ pany, by himself or themselves or agents, or substitutes duly consti¬ tuted, have, use, and employ the same, making from time to time all needful repairs, alterations and additions thereto; and after deducting the expenses of such use, repairs, alterations and additions thereto, apply the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid, or the said George Carlisle, his heirs or assigns, at his or their discretion may, on the written request of the holders of at least one-half of the bonds then unpaid and uncon¬ verted into stock, shall cause the said premises or so much thereof as shall be necessary to pay and discharge the principal and interest of all such of said bonds as may then be unpaid and unconverted as aforesaid, to be sold at public auction, in the city of Cincinnati, giving at least forty days’ notice of the time, place, and terms of such sale and of the specific property to be sold, by publishing the same in at least one newspaper of good circulation in each of the cities of Boston, New York, Philadelphia, Cincinnati and Richmond, and shall execute to the purchaser or purchasers thereof, a good and sufficient deed of convey¬ ance in fee simple for the same, which shall be a bar against the said Richmond and Miami Railroad Company, their successors and assigns, and all persons claiming under them of all right, interest or claim in or to said premises or any part thereof, and the said George Carlisle, his heirs or assigns, shall after deducting from the proceeds of said sale, the costs and expenses of managing such property and of such sale, apply so much of the proceeds as may be necessary to the satisfaction and payment of said principal and interest due or unpaid on said bonds, and shall restore the residue thereof to the said Richmond and Miami Railroad Company, their successors and assigns, it being hereby ex¬ pressly understood that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws by the said Richmond and Miami Railroad Company, their successors or assigns, nor shall any injunction, or stay of proceedings, or any process be applied for, or obtained by them to prevent such entry, or sale, as aforesaid. And the aforesaid Richmond and Miami Railroad Company hereby covenants that all money borrowed for the purpose aforesaid, upon 8lO PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. the security of any of the said bonds, shall be faithfully applied with due diligence in the construction and equipment of said railroad, and it is hereby mutually agreed, and these presents are upon this express condition, that, on payment of the principal and interest of said bonds, or the conversion thereof into stock, in manner aforesaid, the estate hereby granted shall be void, and the right to the premises hereby con¬ veyed shall revert and revest in the said Richmond and Miami Railroad Company, their successors and assigns, without the acknowledgment of satisfaction, reconveyance, re-entry or other act; and it is also further agreed, that the said George Carlisle, his heirs or assigns, shall only be accountable for reasonable diligence in the management thereof, and shall not be responsible for the acts of any agent employed by him or them, when such agent is selected with reasonable discretion, and that he or they shall receive and be entitled to receive proper compensation for every labor or service performed in the discharge of the trust aforesaid, in case he shall be compelled to take possession of said premises, or any part thereof, or to manage the same; and it is further agreed, that in case of the death of the said George Carlisle, his heirs and assigns, the said Richmond and Miami Railroad Company shall or on default to take proceedings therefore for thirty days, the holders of a majority of said bonds may apply to any court of chancery in Wayne county, Indiana, to appoint one or more trustees to supply his or their place, and thereupon such new trustee, or trustees, shall become vested, for the purposes aforesaid, with all the rights and interest hereby conveyed to, or vested in, the said George Carlisle, his heirs or assigns, without any further assurance or conveyance for the same; but if the same shall be necessary, both or either of the parties hereto shall execute any necessary releases or conveyances for these purposes. In witness whereof, the said party of the first part has caused their corporate seal to be hereunto affixed and their name to be subscribed by John H. Hutton, their president, and countersigned by their secre¬ tary, on the day and year first above written. The Richmond and Miami Railroad Company, By JOHN H. HUTTON, President. STEPHEN R. WIGGINS, Secretary. Signed, sealed and delivered in the presence of SAML. F. FLETCHER, G. W. BARNES. Acknowledged before William P. Benton, notary public, Wayne county, Indiana, November I, 1852. The mortgage of which the above is a true copy has been duly recorded in the office of the recorder of the county of Wayne, in which said road is established, and said mortgage has been delivered to me this second day of November, eighteen hundred and fifty-two, for the purposes therein specified. GEORGE CARLISLE, Trustee. Recorded, Wayne county, Indiana, November 13, 1852, mortgage book No. 4, page 180. CORPORATE HISTORY. 8ll MORTGAGE. Richmond and Miami Railroad Company to George Carlisle. Trustee. Dated January i, 1854. Securing $40,000 bonds of $1000 each, dated January 1, 1854, payable January 1, 1864, bearing 7 per cent, interest. This indenture, made this first day of January in the year of our Lord one thousand eight hundred and fifty-four, between the Richmond and Miami Railroad Company, a corporation duly constituted as such by the laws of the state of Indiana, of the first part, and George Carlisle of the city of Cincinnati, of the second part, witnesseth: That whereas, the said Richmond and Miami Railroad Company, pursuant to the terms of the statutes of the said state of Indiana, incorporating them, are engaged in constructing a railroad from Richmond to the east line of said state, to connect at the said state line with the Eaton and Hamilton Railroad, in accordance with the written agreement between said companies, have resolved to raise money by loan to an amount not exceeding $40,000, and in order to secure the payment thereof have executed forty bonds, for the sum of $1000 each, payable on the 1st day of January in the year of our Lord one thousand eight hundred and sixty-four, at the Bank of America in the city of New York, and bearing interest at the rate of seven per cent, per annum, payable semi-annually on the first days of January and July in each year, at the same place, according to the tenor and effect of interest warrants attached to each of said bonds which bear even date herewith and are drawn payable to said George Carlisle or bearer and are to be on an equality so far as regards security for the repayment thereof by these presents; and the holder of each of said bonds shall be entitled at any time within five years from the date thereof to receive in exchange therefor $1000 at the par value thereof in the capital stock of said company upon the surrender thereof and the inter¬ est warrants therein that shall not have become payable at the time of such surrender. Now, therefore this indenture witnesseth, that the said Richmond and Miami Railroad [Company], in order to secure the payment of said bonds and interest and in consideration of the sum of $1.00 to them paid at the sealing and delivery hereof by the said George Carlisle, the receipt whereof is hereby acknowledged, have granted, bargained, sold, transferred and conveyed, and by these presents do grant, bargain, sell, transfer and convey to the said George Carlisle, his heirs and assigns, all the present and in future to be acquired property of the said Richmond and Miami Railroad Company in their road from Richmond to the east line of the state of Indiana, including the right of way and land occupied thereby from Richmond to said state line as aforesaid, with the appurtenances and all rail and other materials used thereon, or procured therefor, bridges, viaducts, culverts, depot grounds and buildings thereon, and all rights therein, tools and incomes and any rights thereto of interest therein, together with the tolls, or income to be had or levied therefrom, and 812 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. all franchises, rights and privileges of the said Richmond and Miami Railroad Company of, in, to, or concerning the same, to have and to hold the said premises and every part thereof, with the appurtenances, unto the said George Carlisle, his heirs or assigns, upon the following trusts, that is to say, that in case the Richmond and Miami Railroad Company shall fail to pay the principal, or any part thereof, or any part of the interest on said bonds, at any time when the same become due and payable according to the tenor thereof when demanded, then after sixty days from such default, upon the request of the holder of such bond, the said George Carlisle, his heirs or assigns, shall and may enter into’and take possession of all, or any part of said premises, and as the attorney ° r . attorneys in fact, or agent or agents, of the said Richmond and Miami Railroad, by himself or themselves, or agents, or substitutes duly constituted, have, use and employ the same making from time to time all needful repairs, alterations and additions thereto, and after deducting the expenses of such use, repairs, alterations and additions thereto, apply the proceeds thereof to the payment of the principal and interest of all said bonds remaining unpaid; or the said George Carlisle, his heirs or assigns, at his or their discretion, may, or on the written request of the holders of at least one-half of the bonds then unpaid and unconverted into stock, shall cause the said premises, or so much thereof as shall be necessary to pay and discharge the principal and interest of all such of said bonds as may then be unpaid and unconverted as aforesaid, to be sold at public auction in the city of Cincinnati, giving at least forty days’ notice of the time, place and terms of such sale, and the specific property to be sold by publishing the same in at least one newspaper of good circulation in each of the cities of Boston, New York, Phila¬ delphia, Cincinnati and Richmond, and shall execute to the purchaser or purchasers thereof a good and sufficient deed of conveyance in fee simple of the same which shall be a bar against the said Richmond and Miami Railroad Company, their successors and assigns, and all persons claiming under them, of all right, interest or claim in or to said premises or any part thereof; and the said George Carlisle, his heirs or assigns, shall, after deducting from the proceeds of said sale the costs and ex¬ penses of managing such property and of such sale, apply so much of the proceeds as may be necessary to the satisfaction and payment of said principal and interest due or unpaid on said bonds, and shall restore the residue thereof to the said Richmond and Miami Rail¬ road Company, their successors and assigns, it being hereby expressly understood that in no case shall any claim or advantage be taken of any valuation, appraisement or extension laws by the said Rich¬ mond and Miami Railroad Company, their successors or assigns, nor shall any injunction or stay of proceedings, or any process be ap¬ plied for or obtained by them, to prevent such entry or sale as afore¬ said. Said railroad is subject to a previous mortgage to George Carlisle for $60,000, bearing seven per centum interest and payable in ten years; and the aforesaid Richmond and Miami Railroad Company hereby cove¬ nants that all money borrowed for the purpose aforesaid, upon the security of any such bonds, shall be fully applied with due diligence in CORPORATE HISTORY. 813 the construction and equipment of said railroad. And it is hereby mutually agreed and these presents are upon this express condition, that upon the payment of the principal and interest of said bonds, or the conversion thereof into stock in the manner aforesaid, the estate hereby granted shall be void and the rights to the premises hereby conveyed shall revert and revest in the said Richmond and Miami Railroad Com¬ pany, their successors and assigns, without the acknowledgment of satisfaction, reconveyance, re-entry or other act; and it is also further agreed that the said George Carlisle, his heirs or assigns, shall only be accountable for reasonable diligence in the management thereof and shall not be responsible for the acts of any agent employed by him or them, when such agent is selected with reasonable discretion; and that he or they shall receive and be entitled to receive proper compensation for 4 every labor or service performed in the discharge of the trust aforesaid, in case he shall be compelled to take possession of said premises, or any part thereof or to manage the same; and it is further agreed that in case of the death of the said George Carlisle, his heirs and assigns, the said Richmond and Miami Railroad Company shall, or on default to take proceedings therefor for thirty days, the holders of a majority of said bonds may apply to any court of chancery in Wayne county, Indiana, to appoint one or more trustees to supply his or their place and thereupon such new trustee, or trustees, shall become vested for the purposes aforesaid with all the rights and interest hereby conveyed to or vested in the said George Carlisle, his heirs or assigns, without any further assurance, or conveyance of the same; but if the same shall be necessary, both or either of the parties hereto shall execute any neces¬ sary release or conveyance for these purposes. In witness whereof, the said party of the first part has caused their corporate seal to be hereunto affixed and their name to be subscribed by John H. Hutton, their president, and countersigned by their secretary on the day and year last above written. The Richmond and Miami Railroad Company, By JOHN H. HUTTON, President. STEPHEN R. WIGGINS, Secretary. Signed, sealed and delivered in the presence of SAMUEL F. FLETCHER, GEORGE W. BARNES. Acknowledged before H. B. Payne, notary public, Wayne county, Indiana, January 1, 1854. The mortgage of which the above is a true copy has been duly re¬ corded in the office of the recorder of the county of Wayne, in which said road is established and said mortgage has been delivered to me this 1st day of January, 1854, for the purposes therein specified. GEORGE CARLISLE, Trustee. Recorded, Wayne county, Indiana, February 11, 1854, Mortgage Re¬ cord No. 4, page 650. 8l4 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. RICHMOND AND MIAMI RAILWAY COMPANY . 1 CERTIFICATES OF ORGANIZATION. The state of Indiana: ss. The undersigned, John Hunt, by virtue of a decree of the Wayne circuit court made in a complaint filed in said court to foreclose and sell the line of railway formerly known as the Richmond and Miami Railroad, having purchased said line of railway extending from its ter¬ minus at and in the city of Richmond in the county of Wayne to the line dividing the states of Indiana and Ohio in the direction of Eaton, Ohio, all in said county of Wayne, together with the right of way, iron rails,, bridges, culverts, side tracks, turnouts, depot grounds, station houses, freight depots, engine houses, shops and all grounds on which the same are situate, and thereunto belonging and appertaining, machinery, sta¬ tionary and locomotive engines, freight and passenger cars and other rolling stock, and being desirous of organizing a distinct corporation for the purpose of owning and operating and maintaining said line of rail¬ way, machinery and rolling stock under the act of the General Assembly of the state of Indiana in such cases made and provided. I having sold said railway, machinery, rolling stock, grounds, buildings and side tracks to John S. Newman but not having conveyed the same to him, therefore I and said Newman jointly and separately do hereby create a capital stock of one hundred thousand dollars, composed of two thousand shares of fifty dollars each of said new corporation which we assume and name the Richmond and Miami Railroad Company and appoint the following named persons, viz: John Hunt, John S. Newman, Samuel Hannah, H. G. Carey, William S. T. Morton, David Commons, Wil¬ liams Petty, John T. White, Omar Newman, Jesse P. Siddall, Charles H. Burchenal, William A. Bradshaw and Walter Newman, a board of direc¬ tors for the said Richmond and Miami Railway Company, to serve as such until their successors are duly elected and sworn into office pursuant to the original charter of said Richmond and Miami Railroad Company, and any and all acts amendatory thereof which charter and acts amenda¬ tory thereto are hereby adopted as the charter of the new and distinct cor¬ poration of the Richmond and Miami Railway Company. In testimony whereof we have set our hands this 30th day of April A. D. 1862. JOHN HUNT, JOHN S. NEWMAN. Recorded May 28, 1862, misc. records, Wayne county, vol. 1, page 62. At a meeting of the board of directors of the Richmond and Miami Railway Company May 27, 1862. It was ordered that the secretary file- a statement in the recorder’s office of Wayne county for record, certify¬ ing that the Richmond and Miami Railroad was sold by virtue of a decree of the Wayne circuit court, on the tenth day of February, 1862 and purchased by John Hunt and by him resold to John S. Newman* that said road extends from its terminal point in the city of Richmond 1 See page 135. CORPORATE HISTORY. 815 to the state line dividing the states of Indiana and Ohio in the direction of Eaton, Ohio, and that said John Hunt and John S. Newman jointly and separately on the 30th day of April, 1862, organized a distinct cor¬ poration for the purpose of owning, operating and maintaining said line of railway, machinery and rolling stock, and created a capital stock of one hundred thousand dollars, composed of two thousand shares of fifty dollars each, and assumed the corporate name of the Richmond and Maimi Railway Company and appointed a board of thirteen directors to hold their offices until the regular annual election of directors under the charter and amendments thereto of the Richmond and Miami Railroad Company, and that said capital stock is held by the directors thereof, to wit: John Hunt, John S. Newman, Samuel Hannah, H. G. Carey, William S. T. Morton, David Commons, Williams Petty, Omar New¬ man, John T. White, Jesse P. Siddall, Charles H. Burchenal, William A. Bradshaw, and Walter Newman, and that said board have elected John S. Newman, president thereof, Omar Newman, secretary thereof, and Samuel Hannah, treasurer thereof. Attest . JOHN S. NEWMAN, President. OMAR NEWMAN, Secretary. Recorded May 28, 1862, in miscellaneous records of Wayne county, Indiana. No. 1, pages 63 and 64. DEED. John F. Kibbey, Commissioner, to John Hunt. Dated February 12, 1862. Conveying railroad, properties, franchises, etc., of the portion of railroad of the Eaton and Hamilton Railroad Company between Richmond, Indiana, and the state line of Indiana and Ohio, which was originally the railroad of the Richmond and Miami Railroad Company. 1 Whereas, John Hunt, Henry Salsbury, et al. did. on the day of 1859, file their complaint in the Wayne circuit court against the Eaton and Hamilton Railroad Company et al. to recover judgment on certain bonds held by them, which bonds are described in said com¬ plaint and to foreclose a mortgage executed by the Richmond and Miami Railroad Company to secure the payment of said bonds, a copy of which mortgage is filed with and made a part of said complaint. And whereas, such proceedings were afterwards had thereon, that said court on the fifth (5th) day of February, 1861, made the following decree, to wit: “ State of Indiana, Wayne county, ss: John Hunt et al. J vs. > Foreclosure. The Eaton and Hamilton Railroad Company. J Be it remembered that on the 5th day of February, A. D. 1861, the same being the second judicial day of the Wayne circuit court, at its l The decree of sale of the Richmond and Miami Railroad and the decree of confirmation of sale are recited in full in this deed. 8l6 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. spring term, 1861, on the final hearing of the above entitled cause, the court find that the Richmond and Miami Railroad Company was origi¬ nally chartered and organized under the laws of the state of Indiana to consti net and maintain a railroad from the city of Richmond, in the county of Wayne and state aforesaid to the Ohio state line, and another company, incorporated by the laws of the state of Ohio, was organized to construct a railroad connecting with the Richmond and Miami Rail¬ road at the state line aforesaid and extending thence to the banks of the Great Miami river in the county of Butler and state of Ohio, under the name of the Eaton and Hamilton Railroad Company; that on the 21st day of November, A. D. 1854, the said two incorporated companies, under the authority of the laws of the states of Ohio and Indiana, agreed together in writing to consolidate the said corporate bodies under one corporation under the name of the “Eaton and Hamilton Railroad Company, ’ and to transfer to the new company all of the property of the two original companies and to merge the two said companies with their corporate stock and property into our company with the name aforesaid which was accordingly done by written contract of that date, to take effect the first day of December, A. D. 1854* and from thence hitherto the said new company has held and still holds all of the prop¬ erty of said companies, the new company having assumed and being legally responsible for the debts of both of the old companies, the Ohio portion of the road being about six-sevenths of the whole road, and the Indiana portion about one-seventh of the whole road. But as said con¬ solidation did not take place till after the mortgages and bonds here¬ after referred to were executed and negotiated, and as the holders and owners of said bonds as such were not parties to that contract, their rights and equities are not prejudiced thereby, the parties to this suit have set up the following mortgages and trust liens on said railroad, and claim that they are valid liens, copies of said mortgages and deeds of tiust being exhibited and filed in the case, are referred to and taken as a part of the decree for more full particulars than any herein expressed. The court finds that the following mortgages and deeds of trust have been duly executed by the said Richmond and Miami Railroad Company, and duly recorded in the county of Wayne and state of Indiana, and are valid liens on said last mentioned road, and all and singular of the property belonging to said road as hereafter stated; that is to say: The mortgage to George Carlisle of the city of Cincinnati, Ohio, dated the first day of November in the year of our Lord one thousand eight hundred and fifty-two, to secure the payment of sixtv bonds of one thousand dollars each, payable at the bank of America in the city of New Tork, on the first day of November in the year of our Lord one thousand eight hundred and sixty-two, with interest at seven per cent, per annum, payable half-yearly at the same place on the first days of May and November in each year, this mortgage grants to the said George Carlisle in trust for the holders of said bonds, all the present and future to be acquired property of the said Richmond and Miami Railroad Company on the road from Richmond to the east line of the state of Indiana, including the right of way and land occupied thereby from CORPORATE HISTORY. 817 Richmond to the state line as aforesaid with superstructure, and all rail and other materials used therein or procured therefor, bridges, viaducts, culverts, depot grounds and buildings erected thereon, and all rights therein, tolls, and incomes and any right thereto or interest therein, together with the tolls or incomes to be had or levied therefrom, and all franchises, rights and privileges of the said Richmond and Miami Railroad Company of, in, to, or concerning the same, and by failing to pay the interest on said bonds as hereinafter stated the said mortgage has become absolute in law, and the holders of said bonds by the statutes of this state are entitled to a foreclosure of the equity of redemption in said mortgage and a sale of said mortgaged premises or so much thereof as may be necessary to pay and satisfy their said debts and interest secured thereby. This mortgage is the first and best lien on the property aforesaid and covered by it, but is subject to the equitable right of the mortgagors or any subsequent grantee or any other holder of a lien acquired before this suit was commenced, to re¬ deem or postpone the sale of said property by paying the said bond¬ holders all of the interest and exchange due, and thereafter to continue to pay the same as it falls due, and said principal debt with interest and exchange at its maturity. 2nd. The mortgage and deed of trust by the said Richmond and Miami Railroad Company, dated the first day of January, one thousand eight hundred and fifty-four, to the aforesaid George Carlisle, trustee, to secure the payment of forty bonds of that date for one thousand dol¬ lars each, issued by the said railroad company, payable to the said George Carlisle or bearer at the bank of America in the city of New York, on the first day of January, one thousand eight hundred and sixty-four, together with interest warrants thereto attached for the interest on said bonds at the rate of seven per cent, per annum, payable half-yearly at the same place on the first days of January and July in each year. This deed vests in said grantees in trust, for the purpose therein mentioned the property therein described of said railroad com¬ pany, but subject to said prior mortgage to George Carlisle, trustee, etc., and that both of said mortgages and all of the bonds waive the benefit of valuation and appraisement laws. 3rd. That Robert Morrison on the 10th day of August, i860, in the Wayne circuit court, received a judgment against said company for thirteen thousand seven hundred and sixty-three dollars and fifty-six cents on a promissory note given by the said Richmond and Miami Railroad Company to Stephen R. Wiggins, and endorsed as follows: “ Stephen R. Wiggins,” “ Benjamin Stratton,” “ Jno. H. Hutton,” “ W. W. Lynde” “Lewis Burke,” “James Neal,” “Daniel P. Wiggins,” “Cornelius Ratcliff,” “James L. Morrison,” and “William Edwards.” That the consideration of said note was money borrowed by said endorsers who were then the directors of said Richmond and Miami Railroad Company in their individual capacities, and upon which they were individually liable, and expended by them as president and direc¬ tors of said company in the construction of said road and the erection of depots at Richmond, that said judgment is a valid lien upon said road, but subject to the mortgage liens aforesaid and that said money 52 8l8 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. was expended as aforesaid before the said consolidation with the Eaton and Hamilton Railroad Company; that on the 14th day of August, i860, for a valuable consideration the said Robert Morrison assigned said judgment to the atoresaid endorsers of said note who are the present owners of the same, and that said judgment is without relief from the valuation and appraisement laws. And the court fuither finds that of the forty of the said second mort* gage bonds only three were sold and absolutely disposed of, thirty-four of them, ho. inclusive, are held by John H. Hutton, trustee, as collateral security to indemnify him and his co-endorsers of the said Morrison note, against payment of the same and the remaining three are now held and owned by the said consolidated company. Of the said second bonds absolutely sold Mary E. Haines owns one and Elijah Harvey two. The court further finds that before the commencement of.the suit, to wit: on the day of 1859, the plaintiffs afore¬ said, holding a majority of said first mortgage bonds, by their duly constituted attorney, notified the aforesaid trustee, George Carlisle, of the default of the said company in the payment of interest, and requested him in writing to proceed to execute the trust confided to him by first mortgage, etc., which he declined to do and afterwards, to wit, on the da y of l8 6o, when this case was called for trial, the said trustee in open court resigned the aforesaid trust and declined to act further 4 n the discharge of the same, which resignation was taken under advisement by the court and afterward at the close of the argument accepted by the court. The court further finds that said mortgaged premises are not susceptible of division without a manifest loss to all parties in interest. The court further finds that the sums due on said debts secured by said several mortgages and deeds of trust with interest on the bonds calculated up to the first of November, i860, with interest on said interest at 6 per cent, calculated up to the fourth day of Febru¬ ary, 1861, and exchange are as follows: First to John Hunt, who is the holder of thirty-two of said first mortgage bonds, due first of November, A. D. 1862 .$32,000 00 Interest due May 1, 1858 . 1,120 00 on the same to February 4, 1861, at 6 per cent. 185 36 due November 1, 1858 . l l20 ^ on the Int. to February 4, 1861. 76 due May 1, 1859 . 1,120 00 on the same to February 4, 1861. j jg due November 1, 1859 . 1,120 00 due on the same Feb. 4, 1861 . 84 56 due May 1, i860 .. 1,120 00 on the same to Feb. 4, 1861 . So 96 due Feb. 1, i860 . 1,120 00 on the same Feb. 4, 1861 . 17 36 Exchange at ^ per cent. 3 g g 4 $7,364 80 CORPORATE HISTORY. Second to Andrew Foster, who is the owner of three of the said first mortgage bonds, principal debt due November i, 1862 . $3,000 00 Interest due November 1, 1857. 105 00 on the same Feb. 4, 1861. 20 52 due May 1, 1858 . 105 00 on the same, Feb. 4, 1861 . 17 37 due Nov. 1, 1858 . 105 00 on the same, Feb. 4, 1861. 14 22 due May 1, 1859 . 105 00 on the same to Feb. 4, 1861 . 11 07 due Nov. 1, 1859 . 105 00 due on the same, Feb. 4, 1861 . 7 92 due May 1, i860 . 105 00 on the same, Feb. 4, 1861 . 4 77 due Nov. 1, 1861 . 105 00 due on the same to Feb. 4, 1861. 1 65 Fxchange at Yz per cent. 4 06 $816 58 Third to Baldwin and Starr, who are the owners of five of said first mortgage bonds, principal debt due Nov. 1, 1862 . $5,000 00 Interest on the same Feb. 4, 1857. 175 00 on the same to Feb. 4, 1861 . 34 20 due May 1, 1858 . 175 00 on the same to Feb. 4, 1861. 28 95 due November 1, 1858. 175 00 on the same Feb. 4, 1861 . 23 70 {i due May 1, 1859 . 175 00 on the same to Feb. 4, 1861 . 18 45 “ due Nov. 1, 1859. i /5 00 “ on same to Feb. 4, 1861 . 13 20 due May 1, i860 . 175 00 on the same to Feb. 4, 1861 . 7 95 due Nov. 1, i860. 175 00 on the same to Nov. 1, i860. 275 00 Exchange at Y* per cent. 6 77 ' $1,360 97 Fourth to E. C. Bogert, who owns one of said first mortgage bonds, principal debt due Nov. 1, 1862.. $1,000 00 Interest due Nov. 1, 1857. 35 00 on the same to Feb. 4, 1861 . 6 84 “ due May 1, 1858 . 35 00 on the same to Feb. 4, 1861 . 5 79 “ due Nov. 1, 1858 . 35 00 on the same Feb. 4, 1861. 4 74 820 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Interest due May I, 1859.$ 35 00 due on the same to Feb. 4, 1861. 2 64 due May 1, i860. 35 00 on the same to Feb. 4, 1861. 1 59 due Nov. 1, i860. 35 00 on the same to Feb. 4, 1861 . 5 50 Exchange at Y per cent. 1 35 272 19 Fifth to the executors Jared Coffin, deceased, who are the owners of six of said first mortgage bonds, principal debt due Nov. 1, 1857. $6,000 00 Interest due Nov. 1, 1857 . 210 00 on the same to Feb. 4, 1867. 41 04 due May 1, 1858 . 210 00 due on the same to Feb. 4, 1861. 34 74 due Nov. 1, 1858. 210 00 on the same to Feb. 4, 1861. 28 44 due May 1, 1859 . 210 00 on the same to Feb. 4, 1861 . 22 14 due Nov. 1, 1859 . 210 00 on the same to Feb. 4, 1861 . 15 84 due May 1, i860. 210 00 on the same to Feb. 4, 1861 . 9 54 due Nov. 1, i860. 210 00 on the same Feb. 4, 1861 . 3 24 Exchange at Y per cent. 8 12 $1,633 10 Sixth to Henry Salsbury, who is the owner of 10 of said first mortgage bonds, principal debt due Nov. 1, 1862 .•.$10,000 00 Interest due Nov. 1, 1857. 350 00 on the same to Feb. 4, 1861. 68 40 due May 1, 1858 . 350 00 on the same to Feb. 4, 1861 . 57 90 due Nov. 1, 1858. 350 00 on the same to Feb. 4, 1861 . 47 40 due May 1, 1859 . 350 00 on the same to Feb. 4, 1861 . 36 90 due Nov. 1, 1859. 350 00 due on the same to Feb. 4, 1861. 26 40 due May 1, i860 . 350 00 on the same to Feb. 4, 1861. 15 90 due Nov. 1, i860. 350 00 on the same to Feb. 4, 1861 . 5 55 Exchange at Yz per cent. 13 54 $2,721 99 821 CORPORATE HISTORY. / Seventh, executors of C. J. Stedman, deceased, who are the owners of one of said first mortgage bonds, principal debt due Nov. i, 1862 .$1,000 00 Interest due Nov. 1, 1857. 35 00 on the same Feb. 4, 1861 . 6 84 due May 1, 1858 . 35 00 on the same to Feb. 4, 1861 . 5 79 due Nov. 1, 1858. 35 00 due on the same Feb. 4, 1861. 4 74 due May 1, 1859 . 35 00 on the same to Feb. 4, 1861. 3 69 due Nov. 1, 1859 . 35 00 on the same to Feb. 4, 1861 . 2 64 due May 1, i860 . 35 00 on the same to Feb. 4, 1861 . 1 59 due Nov. 1, i860 . 35 00 on the same to Feb. 4, 1861. 55 Exchange at K per cent. 1 35 $272 18 Eighth to the free academy of Norwich, Conn., which is the owner of two of said first mortgage bonds, principal debt due Nov. 1, 1862 .$2,000 00 Interest due Nov. 1, 1857 . 70 00 on the same to Feb. 4, 1861 . 13 68 due on the first of May, 1858. 70 00 on the same to Feb. 4, 1861 . 11 58 due on Nov. 1, 1858 . 70 00 due on the same to Feb. 4, 1861. 9 48 “ due May 1, 1859 . 70 00 due on the same Feb. 4, 1861. 7 38 due Nov. 1, 1859 . 70 00 on the same to Feb. 4, 1861. 5 28 “ , due May 1, i860 . 70 00 on the same to Feb. 4, 1861 . 3 18 “ due Nov. 1, i860 . 70 00 on the same to Feb. 4, 1861 . 1 10 Exchange at Yi per cent. 2 68 $544 36 Ninth to Elijah Harvey, who is the owner of two of said second mortgage bonds, principal debt due Jan. 1, 1864 . $2,000 00 Interest due July 1, 1856 . 7 ° 00 on the same Feb. 4, 1861 . 19 2 9 due Jan. 1, 1857 . 70 00 on the same to Feb. 4, 1861 . 17 J 9 due July 1, 1857 . 70 00 822 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. Interest on the same to Feb. 4, 1861. due January 1, 1858 . on the same to Feb. 4, 1861. due July 1, 1858 . on the same to Feb. 4, 1861 due Jan. 1, 1859 . on the same to Feb. 4, 1861 due July 1, 1859 . on the same to Feb. 4, 1861 due January 1, i860 . on the same to Feb. 4, 1861 due July 1, i860 . on the same to Feb. 4, 1861 due January 1, 1861 . on the same to Feb. 4, 1861 , Exchange at y 2 per cent.. 15 59 70 00 12 99 70 00 10 89 70 00 8 79 70 00 6 69 70 00 4 59 70 00 2 49 70 00 39 3 99 Tenth to Mary E. Haines, who is the owner of one of said second mortgage bonds, principal debt due Jan. 1, 1864 . Interest due July 1, 1856 . on the same to Feb. 4, 1861 . “ due Jan. 1, 1857 . on the same to Feb. 4, 1861 . due July 1, 1857 . on the same to Feb. 4, 1861 . due Jan. 1, 1858 . on the same to Feb. 4, 1861 . “ due July 1, 1858 . on the same to Feb. 4, 1861 . due Jan. 1, 1859 . on the same to Feb. 4, 1861 . due July 1, 1859 . on the same Feb. 4, 1861 . due Jan. 1, i860 . on the same Feb. 4, 1861 . due July 1, i860 . on the same to Feb. 4, 1861 . Exchange at y 2 per cent. $802 39 $1,000 00 35 00 9 64 35 00 8 59 35 00 7 54 35 00 6 49 35 00 5 44 35 00 4 39 . 35 00 3 34 35 00 1 24 35 00 19 1 99 Eleventh. To John H. Hutton, trustee, as aforesaid and who holds thirty-four of said second mortgage bonds, principal debt due January U 1864, $34,000.00. The principal of the interest of which amounting to $17,850 remains yet due and unpaid. Said court further finds that interest warrant No. on each of said first mortgage bonds calling for $35 each will be due on the first day of May, 1861. CORPORATE HISTORY. 823 Wherefore, it is ordered and decreed by said court, that said plain¬ tiffs do severally recover of the Eaton and Hamilton Railroad Company the several sums of money hereinbefore found to be due them upon overdue interest warrants and interest thereon, calculated at six per cent, and exchange calculated at Yz of one per cent., which sums are as follows, to-wit. To John Hunt, seven thousand three hundred and sixty-four dollars and eighty cents. To Andrew Foster, eight hundred and sixty- four dollars and eighty cents. To Andrew Foster, eight hundred and sixteen dollars and fifty-eight cents. To said Baldwin and Starr, thirteen hundred and sixty dollars and ninety-seven cents. To said Bogert, two hundred and seventy-two dollars and nineteen cents. To executors of Jared Coffin, deceased, sixteen hundred and thirty-three dollars and ten cents. To Henry Salsbury, twenty seven hundred and twenty-one dollars and ninety-nine cents. It is further ordered and decreed by the court that this decree shall not supersede the order heretofore made appointing Ezekiel W. McGuire a receiver of the road described in said mortgages; but that he shall continue to act as such receiver until the further ordering of the court without being required to give a new bond or to take a new oath that he shall pay out of the money coming out of his hands due the portion of the road described in said mortgage, by virtue of a decree of the common pleas court of Butler county and state of Ohio in favor of Varnum et al. vs. Eaton and Hamilton Railroad Company up to the first day of January, 1861; first, the costs of this suit; second, two hundred dollars to George Carlisle for services ren¬ dered as trustee under said mortgages and two hundred dollars to the Hon. John C. Wright for services as counsel for said trustee; and third, the sum of one thousand and ninety dollars to John H. Hutton and his co-endorsers on the said Morrison debt, and the balance shall be paid to the said holders of the first mortgage bonds; that he shall continue to collect and receive from the said Eaton and Hamilton Railroad Com¬ pany the one-seventh part of the net earnings of the whole of said road, which net earnings shall be ascertained by deducting from the gross earnings all expenses excepting the money, used for the purchase of new iron rails, the cost of new buildings and the taxes on both portions of said road; that out of the net earnings so received, he shall purchase new iron sufficient to keep the Indiana portion of said road in safe operating order, and pay the taxes thereon and the residue shall be by him depos¬ ited in a safe and solvent bank in Richmond, Indiana, or the town of Eaton, Ohio, and there held by him subject to the future ordering of the court; that said receiver, in addition to the report required to be made by the order of appointment heretofore made, shall on the first Monday in August, 1861, report his proceedings under oath to said court. It is further ordered and adjudged and decreed that said Eaton and Hamilton Railroad Company shall pay the several sums of money herein found to be due on the said first mortgage bonds, together with the interest warrants to become due and to enable said company so to do, the money then in the hands of the receiver, the residue being paid by said railroad company, may be applied in payment thereof, and if the same shall be so paid, then, 824 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. It is further ordered and decreed by said court that said railroad com¬ pany shall pay to the holders of said first mortgage bonds the interest warrants as they shall severally become due, which fall due on the first day of November, 1861, May 1st, 1862, and November 1st, 1862, and the principal when the same shall become due. It is further ordered and decreed that if the said Eaton and Hamilton Railroad Company shall make default in payment of the said sums to be paid on the first day of August, 1861, or shall make default of thirty days in the payment of the interest warrants and principal subsequently falling due, then the said mortgaged property of the said Richmond and Miami Railroad Com¬ pany in the road from Richmond to the east line of the state of Indiana, including the right of way and land occupied thereby from Richmond to said state line as aforesaid with the superstruction and all rail and other materials used therein or procured therefor, bridges, viaducts, culverts, depot grounds and buildings erected thereon, and all rights therein, tolls and incomes and any rights thereto or interest therein, together with the tolls or incomes to be had or levied therefrom, and all franchises, rights and privileges of the said Richmond and Miami Railroad Company shall be sold, provided however, that if that portion of the Eaton and Hamilton Railroad situate in the state of Ohio shall, by virtue of said decree in favor of said Joseph B. Varnum and others against the said Eaton and Hamilton Railroad Company in the court of common pleas in Butler county, Ohio, be offered at public sale prior to the first day of August, 1861, and before the said several sums so due on the said first mortgage bonds hereinbefore specified shall be paid, then in that case the said road and premises in said first mortgage specified and their appurtenances and all right, title and interest of the said Eaton and Hamilton Railroad Company in and to the same shall be advertised and sold on the same day of such sale of the Ohio portion thereof or as soon thereafter as the proper notices can be given after the commissioner hereinafter appointed shall receive notice that the Ohio portion of said road is sold or advertised for sale. And provided further that in the event of the payment of the several sums so found due on the first of August, 1861, whereby said mortgaged premises shall not be re¬ quired to be sold, that nothing in this decree shall be construed to change or divert the one-fourth of the one-seventh of the net earnings and income of said road from and after the first day of August, 1861, from being applied to the payment of the Morrison debt according to the said decree of the Butler court of common pleas in Ohio. It is further ordered and decreed that if the said Eaton and Hamilton Railroad Company, or the receiver of the earnings under the said decree of the court of common pleas of Butler county, Ohio, shall fail or refuse at the proper time under said decree, to pay to the receiver herein ap¬ pointed the said one-seventh of the net earnings of said road, it shall be the duty of the said receiver forthwith to take actual possession of the said portion of said road in Indiana and its appurtenances and all other property conveyed by said first mortgage and use and run the same to the best advantage to the interest of the said bondholders. It is further ordered and decreed by said court that for the pur- CORPORATE HISTORY. 825 pose of executing the portion of this decree ordering the sale of said premises, William P. Benton, Esq., is appointed a commissioner to sell the same, and is required before entering upon the discharge of his duties to give bail in the sum of fifty thousand dollars, conditioned for the faithful discharge of his duties and proper application of the proceeds of said sale under the order of the court with sureties to be approved by the court. It is further ordered and decreed that said mortgaged premises shall be sold at the court house door at Centreville in said county of Wayne, and state of Indiana, in the same manner that real estate is sold upon execution, excepting that in addition to the notice required by law, the said notice shall be published in some newspaper published and of gen¬ eral circulation in each of the cities of New York and Cincinnati and such sale shall be to the highest bidder without relief from valuation or appraisement laws. The proceeds of such sale shall be deposited in some safe bank, and said sale shall be immediately reported to this court if in session, and if not, then at the term of said court next ensuing said sale, for confirmation and approval, and the proceeds distributed under the order of said court, first, pro rata to first mortgage bondholders, and second, to the second mortgage bondholders. It is further ordered and decreed that on the approval and confirma¬ tion of such sale, said commissioner shall execute to the purchaser a deed for said mortgaged premises and after said sale said defendants shall be forever barred of all equity of redemption of said premises; in the meantime and until such sale shall be confirmed by the court, the receiver shall continue to receive and hold the one-seventh of the net earnings and income of said road, subject to the order of the court. And whereas, the said court afterwards, to-wit on the 9th day of August, 1861, made the following supplemental order and decree, to-wit: And it is further ordered by the court, that in case William P. Benton, the commissioner heretofore appointed by the court to make a sale of the property described in said first mortgage, in pursuance of the decree in this cause heretofore made by this court, shall be absent or other¬ wise unable to discharge his duties as such commissioner at the time the decretal order for such sale shall be issued, then and in that case, John F. Kibbey is hereby appointed to and instead of the said William P. Benton, and clothed with the same powers and charged with the duties and bound by the same obligations and required to do and per¬ form all and singular the same duties. And it is further ordered that said E. W. McGuire shall continue to act as such receiver until the said road shall be sold and until the further orders of the court, and required to report all his proceedings herein to this court at the next term thereof. And whereas, the said Eaton and Hamilton Railroad Company made default in the payment of the several sums of money to be paid by the terms of said decree on the first day of August, 1861, and made default of more than thirty days in the payment of the interest warrants subse¬ quently falling due, as set forth in said decree, and said commissioner, William P. Benton, being absent, a copy of said decree is issued from 826 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. said court sealed with its seal and attested by the clerk thereof, to John F. Kibbey, commissioner as aforesaid, and came into his hands on the 8th day of November, 1861, and whereas, the said Kibbey, commissioner as aforesaid, having duly advertised the premises described in said decree according to law and the terms of said decree, did on the 25th day of January, 1862, sell the same at public auction to John Hunt for the sum of seventy-three thousand dollars. And whereas, the said John F. Kib¬ bey did on the seventh day of February, 1862, the same being the 5th judicial day of the February term, 1862, of said court, file his report of his proceedings and sale of the property described in said decree in these words and figures, to-wit: The undersigned commissioner heretofore appointed by said court to make sale of the property ordered to be sold by the decree of the court of which the within is a copy, respectfully represents to said court that said copy of said decree issued to said commissioner, and came into his hands on the 8th day of November, 1861, that by virtue of the same he publicly advertised the said property for sale on the 14th day of December, 1861, by posting up on the 13th day of November, 1861, a printed notice of the time and place of said sale at the door of the court house of Wayne county, and state of Indiana, and at the same time posting up like notices in five of the most public places in the township in which said property is situated, to-wit: Wayne township in the county and state aforesaid, and by caus¬ ing the same to be printed in the Richmond Palladium, a newspaper printed and published and of general circulation in said township and county and nearest the said real estate, for four weeks successively, commencing on the 13th day of November, 1861, and ending December 14th, 1861. And that in addition thereto he caused said notice to be printed in the Cincinnati Daily Commercial, a newspaper printed and published and of general circulation in the city of Cincinnati, Hamilton county, state of Ohio, and in the New York Commercial Advertiser, a newspaper printed and published and of general circulation in the city of New York in the state of New York for more than three weeks suc¬ cessively, beginning on the 17th day of November, 1861, and ending on the 14th day of December, 1861, which notice is herewith filed as part 01 this report. That on the day of November, 1861, the Eaton and Hamilton Railroad Company filed their application before the hon¬ orable judge of the Supreme Court of the state of Indiana, for an order to restrain the said sale and such proceedings were afterwards had thereon that such order was granted and the following copy thereof served upon said commissioner on the 13th day of December, 1861, which copy is herewith filed as part of this report, that at one o'clock P. M. of the 14th day of December, 1861, said commissioner appeared at the court house door in Centreville in said county of Wayne, and made this following proclamation, to-wit: Oh yes! Oh yes! Oh yes! Notice is hereby given that the public sale of the property ordered to be sold by me as commissioner in the decree in the case of John Hunt et al. vs. the Eaton and Hamilton Railroad et al., and which is described in the notice of which the following is a copy: CORPORATE HISTORY. 827 commissioner’s SALE. John Hunt et al. vs. The Eaton and Hamilton Railroad Company and others. In the Wayne Circuit Court, spring term, 1861. By virtue of a decree and order of sale to me directed as commissioner in that behalf, from the clerk’s office of said court, I will on the 14th day of December, 1861, between the hours of 10 o’clock A. M. and 4 o’clock P. M. of said day at the court house door in the town of Centreville, Wayne county and state of Indiana, offer for sale at public auction the rents and profits for a term of seven years to the highest bidder for cash, in one entire parcel as an entirety the following de¬ scribed property, to wit: All that property formerly known as the Rich¬ mond and Miami Railroad Company and now forming by consolidation with the Eaton and Hamilton Railroad Company, a part of the said Eaton and Hamilton Railroad Company, and known and described in said decree as follows, to wit: All the property of the said Richmond and Miami Railroad Company in the road from Richmond to the east line of the state of Indiana, including the right of way and land occupied thereby from Richmond to the state line as aforesaid, with superstructure and all rail and other material used thereon or procured therefor, bridges, viaducts, culverts, depot grounds and buildings erected thereon, and all rights therein, tolls and incomes, and any right thereto or interest therein, together with the tolls or incomes to be had or levied therefrom, and all franchises, rights and privileges of the said Richmond and Miami Railroad Company, of, in, to, or concerning the same, and upon failure to realize a sufficient sum to satisfy the demand, I will at the same time and place and in the manner aforesaid, offer for sale the fee simple of the said above described property ordered and decreed to be sold as the property of the Richmond and Miami Railroad Company at the suit of John Hunt against the said company and others. It is provided in said decree and order of sale that such sale shall be to the highest bidder without relief from valuation and appraisement laws, that the proceeds of such sale shall be deposited in some safe bank, and said sale shall be immediately reported to said court if in session; and if not, then at the term of said court next ensuing said sale, for con¬ firmation and approval; and that on the approval thereof, the said com¬ missioner shall execute to said purchaser a deed therefor and until such deed is made the said road shall continue in the possession of the receiver appointed by the court. JOHN F. KIBBEY, Commissioner. Centreville, Indiana, Nov. 8, 1861. is postponed and that said property will be sold by me on the same terms at the same place on the 25th day of January, 1862. JOHN F. KIBBEY, Commissioner. Said commissioner further reports that he again publicly advertised the said property ordered to be sold in said decree, for sale on the 25th day 828 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. of January, 1862, by posting upon the 27th day of December, 1861, a printed notice of tne time and place of said sale, at the door of said court house and at the same time posting up like notices in five of the must public places in the said township of Wayne, and by causing the same to be printed and published in the said “ Palladium ” newspaper, weekly, for more than three weeks successively, commencing on the 27th day of December, 1861, and ending on the 25th day of January, 1862, and by causing the same to be printed and published in the Cincinnati Weekly Commercial, a weekly newspaper printed and published and of general circulation in the city of Cincinnati, Hamilton county, Ohio, and neighboring counties in the states of Ohio and Indiana more than three weeks successively, commencing January 2nd, 1862, and ending January 23d, 1862, and by printing the said notice in the World and Morning Courier” and “New York Enquirer,” a weekly newspaper printed and published and of general circulation in the city of New York in the state of New York for more than four weeks successively, beginning on the 27th day of December, 1861, and ending on the 24th day of January, 1862, copies of which notices with affidavits of publication are herewith filed as part of this report. That pursuant to said notices, I did on the 25th day of January, 1862, between the hours of 10 o clock A. M. and 4 o’clock P. M. of said day, proceed to offer at public auction, at the door of the court house in the town of Centreville, Wayne county, in Indiana, the property therein described, on the following terms, to-wit, that the proceeds of such sale shall be deposited in some safe bank and said sale shall be immediately reported to said court if in session; and if not, then at the term of said court next ensuing said sale, for confirmation and approval, and that on the approval thereof, the said commissioner shall execute to said purchaser a deed therefor and until such deed is made the said road shall continued the possession of the receiver appointed by the court, by first offering for sale the rents and profits thereof for one year, and there being no bidder, I then offered the rents and profits for the period of three years, and there being no bid for the same I then offered the rents and profits for four years and there being no bid, I then offered the rents and profits for five years, and there being no bid, I then offered the rents and profits for six years and there being no bid, I then offered the rents and profits ior the period of seven years, and receiving no bid for the same, I then and there offered for sale at public auction the fee simple of said prop¬ erty, and John Hunt having bid the sum of seventy-three thousand dollars ($73,000) therefor, which was the highest and best bid, the said property was by me cried off and sold to him and the following entry of sale endorsed on the said copy of said decree, to wit: The property directed to be sold by the within decree was sold to John Hunt for the benefit of himself and the other holders of the first mortgage bonds for the sum of seventy-three thousand dollars, January 25th, 1862. JOHN F. KIBBEY, Commissioner. I therefore report to the court that on the day and year aforesaid, at the t.me and place aforesaid, I did publicly cry off to said John Hunt, CORPORATE HISTORY. 829 for himself and other holders of the first mortgage bonds, the property specified in said decree of sale with the appurtenances real and personal, and all the interest, right, title, claim and demand of the defendants, and each of them in and to the same for the said sum of seventy-three thousand dollars, and that the said John Hunt has complied with the terms of said decre and sal£. JOHN F. KIBBEY, Commissioner. And whereas, the said court on the tenth day of February, 1862, at said term of said court fully confirmed and approved said report and sale, and made the following order, to-wit: “ The parties by counsel come and John F. Kibbey, commissioner, heretofore appointed by this court to make sale of the property in said plaintiffs’ complaint mentioned, comes also and files his report of sale of said property in these words, to-wit, (here insert) and the said commissioner moves the court to confirm said report, and the court having seen and examined said report, confirms the same in all things and confirms the sale of said property, and orders and directs the said commissioner to execute to John Hunt, the purchaser, a deed therefor free and discharged from all equity of re¬ demption of the defendants, and any other parties in the case.” All of which will more fully appear, reference being had to the pro¬ ceedings and records of said court in said cause. Now therefore I, John F. Kibbey, commissioner aforesaid, and in consideration and by virtue of the powers vested in me by law, and by virtue of said decretal orders, do by these presents grant, bargain, alien, and convey to said John Hunt and his heirs and assigns forever the said mortgaged premises and prop¬ erty described in said mortgage, to have and to hold the same to said John Hunt and his heirs and assigns'forever. In witness whereof, I, John F. Kibbey, as commissioner aforesaid, have hereunto set my hand and seal, this 12th day of February, 1862. JOHN F. KIBBEY, Commissioner. All erasures and interlineations in the above conveyance were made before the signing and sealing thereof. Acknowledged before Sol. Meredith, clerk of Circuit Court, Wayne county, Indiana, February 12, 1862. Recorded, Wayne county, Indiana, Deed Record 29, page 312. EATON AND HAMILTON RAILROAD COMPANY (No. 2). 1 AGREEMENT OF CONSOLIDATION # Between the Richmond and Miami Railroad Company and the Eaton and Hamilton Railroad Company under the Name of the Eaton and Hamilton Railroad Company. An agreement entered into by and between the Richmond and Miami Railroad Company, a company duly incorporated by the General Assem- 1 See page 130. 83 O PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. bly of the state of Indiana, of the one part, and the Eaton and Hamilton Railroad Company, a company in like manner incorporated by the General Assembly of the state of Ohio, of the other part, witnesseth, that. First. These companies, their capital stock, their roads, their debts' dues, rights in action, franchises, interests and property of every kind, chaiacter and description, shall be, and hereby are, merged, united and consolidated into one joint stock company, one road, one interest and one property, upon the terms following, that is to say, Second. The corporate name, franchises, rights, immunities, and or¬ ganization of the said “ Eaton and Hamilton Railroad Company ” shall be preserved and remain intact; and the said consolidated company shall be known by, and its business transacted in that name, in every sense as if this consolidation had not taken place, except so far merely as the enlarged interests of the company and a compliance with the laws of the state of Indiana may modify or vary the same. Third. The debts, dues and rights in action, owing to and accruing in fa\or of the said Richmond and Miami Railroad Company; and all and singular the rights and franchises, the road with its rights of way, fix¬ tures and appurtenances, depot and other station grounds, buildings and water tanks, with all other rights, interests and property, real and per¬ sonal and mixed, of every kind, character, and description; and all and singulai the interest, right and title therein, whether legal or equitable, of the said Richmond and Miami Railroad Company are to be, and hereby are, gi anted, transferred, and conveyed to, and merged in, those of the said Eaton and Hamilton Railroad Company, its successors and assigns forever, as fully and as completely to all intents and purposes as they are now vested in the said Richmond and Miami Company. Fourth. The said Eaton and Hamilton Railroad Company is to and hereby does, assume the franchises, rights, immunities and liabilities of the said Richmond and Miami Railroad Company, and especially is to assume,. liquidate and pay, all debts, dues and liabilities outstanding against it and, to that end, is, so far as the unfunded indebtedness ex¬ tends, to apply semi-annually to its liquidation, an amount equal to one- seventh of the net surplus earnings of the entire road, until the whole shall be paid; and is, upon surrender of certificates or other evidence of ownership of the capital stock of the said Richmond and Miami Com¬ pany, to issue to the party in interest evidence of ownership of a like amount of the capital stock of the said Eaton and Hamilton Railroad Company. Fifth. This agreement shall take effect and be in force on and after first day of December, 1854 (or if the same shall not have received the ratification and assent of the stockholders representing a majority of the capital stock of the said Eaton and Hamilton Company, then, on such day thereafter as such ratification and assent may be obtained and an¬ nounced by its president), at which time the name and official organiza¬ tion of the said Richmond and Miami Company shall cease, and its separate legal identity, franchises, rights, interests, property, et cetera, vest and merge into those of the said Eaton and Hamilton Company. In witness whereof, the contracting parties by their respective presi- CORPORATE HISTORY. 831 dents have signed this agreement and caused it to be countersigned by their secretaries and their proper corporate seals to be affixed the 21st day of November, A. D. 1854. DAVID BARNET, President, Attest: Eaton and Hamilton R. R. Co. J. B. STEPHENS, Secretary, Richmond and Miami R. R. Co. At a meeting of the board of directors of the Eaton and Hamilton Railroad Company December 5, 1854, this agreement of consolidation was produced, and being satisfied that the stockholders representing a majority of the capital stock of the company had prior to December 1, 1854, the time limited for the taking effect of this agreement, consented to, ratified and advised such consolidation, it was on motion ordered by a unanimous vote of the board that this agreement and consolidation be in all respects ratified and confirmed. DECREE Of Common Pleas Court, Butler County, Ohio. July 13, 1859. This 13th day of July, 1859, came the parties by their counsel, and by consent this cause is submitted to the court on the bill, the amended and supplemental bills, the answers and amended answers of the parties, with the exhibits, evidence and reports on file, and was argued by counsel, and the court having considered the same, do order: 1st. That so much of the order of this court at February term, 1858, as appointed David Barnet, the president of said railroad company, receiver in the case, shall be and hereby is rescinded. 2d. By consent of counsel it is further ordered, that the said Eaton and Hamilton Railroad shall be hereafter operated and managed by the proper officers of said company under the direction and control of this court, the president, treasurer and super¬ intendent of said company taking and subscribing an oath faithfully to discharge the duties confided to them, and filing a copy with the clerk of this court, commencing said service with the first day of July, 1859. Said officers shall keep an accurate, detailed account of the receipt and disbursements of said company, and shall especially keep an acurate account of the earnings of said railroad, and of the operating expenses of the same including necessary repairs ard renewals. And shall, within thirty days after the month of July, 1859, and within thirty days after the close of each succeeding month during the continuance of this order, make out and file a full statement thereof, showing the amount received and expended, and the amount applied under the order of this court, which statement shall be verified by the oath of the treasurer, and one copy filed with the clerk of the court, and one copy each handed to the counsel for the plaintiffs and the solicitor of the city of Cincinnati. The vouchers for the disbursements shall be consecutively numbered and 'referred to by their numbers, and shall be preserved in the office of said railroad company; and until the first day of July, i860, the said company 832 PITTSBURGH, CINCINNATI, CHICAGO AND ST. LOUIS RY. CO. shall make distribution of their net income according to the provisions of this decree, at least quarterly; and thereafter at least once in six months. 3rd. The court find that the said Eaton and Hamilton Railroad Company was originally chartered and organized under the laws of the state of Ohio to construct and maintain a railroad from Hamilton in Butler county to the west line of the state of Ohio; and that another company, incorporated by the laws of the state of Indiana, was organ¬ ized to construct a railroad with that of the Eaton and Hamilton Company at the state line and extending to the city of Richmond, in said state of Indiana, under the name of the Richmond and Miami Railroad Com¬ pany; that on the 21st day of November, 1854, the said two incorporated companies, under the authority of the laws of Ohio and Indiana, agreed together in writing to consolidate the said corporate bodies into one corporation under the name of the “ Eaton and Hamilton Railroad Com¬ pany,” and to transfer to the new company all the property of the Rich¬ mond and Miami Rahroad Company, and to merge the said two com¬ panies, with their corporate stock and property, into one company by the name aforesaid, which was accordingly done by written contract of that date, to take effect the first day of December, 1854; and from thence hitherto the said new company has held and still holds all the propertv of the said two companies, the said new company having assumed and being legally responsible for the debts of both the old companies, the Ohio portion of the road being about six-sevenths of the whole road and the Indiana portion of the road about one-seventh. 4th. The parties to this suit set up the following mortgages and trust liens on said railroads and claim that they are valid claims, copies of the said mort¬ gages and deeds of trust being exhibited and filed in the case referred to and taken as part of this decree for more full particulars than are herein expressed. The court find that the following mortgages and deeds of trust have been duly executed and recorded and are valid liens on said road, or parts thereof, in the order hereinafter stated that is to say: 1st. The two mortgages by the said original Eaton and Hamilton Railroad Company to the city of Cincinnati, dated December 27th, 1850, and July 13th, 1851, ha\ e for a common object the securing to said city one hundred and fifty bonds of one thousand dollars each, payable in the city of New York in twenty-seven years from the first day of January, 1851, with interest at the rate of six per cent, per annum, payable half-yearly in New \ ork, on the first day of July and January in each year. These mortgages grant to said city of Cincinnati the railway tracks, station and depot grounds and houses with all the appurtenances to the same, with all the real estate and capital stock, with the revenues then accruing or thereafter to accrue, as fully as the same could be granted; and by failure to pay the interest on said bonds as hereinafter stated, the said mortgages have become absolute in law and the said city is entitled by strict law to a sale and foreclosure of said mortgaged premises. These mortgages to the city of Cincinnati are the first and best lien on the property covered by them, but are subject to the equitable right of the’ mortgagor, or of any subsequent grantee, or of any other holder of a CORPORATE HISTORY. 833 lien acquired before this suit was commenced, to redeem or postpone the sale of said property by paying to said city before sale all the interest 1853 .. 483 Logansport, Peoria & Burlington Ry. Co. Corporate and financial history. rg Capital stock . ’ * qg Mortgages and bonds .!.*.*.'!.*!!.'!!.* 58 Resolution changing name, Logansport & Pacific Ry. Co!!!!.!!! 487 Mortgage to A. V. Stout, July 1, 1855. 487 McCook, George W. Deed to Steubenville & Indiana R. R. Co., Nov. 1, 1867. 26 > Mortgage, Pittsburgh, Cincinnati & St. Louis Ry. Co., May 5 1868 . McElrath, Thomas. Mortgage, Pittsburgh & Steubenville R. R. Co., Aug. 1, 1856. 186 Deed to W. J. Howard, Dec. 7, 1867, conveying Pittsburgh & Steubenville R. R. OQ g McGuire, Ezekiel W., Trustee. Deed from Jesse B. Stephens, March 26, 1866. 859 Deed to Cincinnati, Richmond & Chicago R. R. Co., May 1, 1866. 86> Mortgage, Cincinnati, Richmond & Chicago R. R. Co Mav 1 1866 ... ...: 869 1 Documents in Volume IV. INDEX,. 895 McKnight, Robert, Trustee. page Mortgage, Pittsburgh & Steubenville R. R. Co., Oct. 1, 1853. 176 McWhinney, James H., Trustee. Mortgage, Eaton & Hamilton R. R. Co. (No. 2), July 1, 1856.... 851 Madison & Indianapolis R. R. Co. 1 Corporate and financial history. 101 Capital stock . • . 105 Mortgages and bonds . 105 Madison, Indianapolis & Lafayette R. R. Cor. 101 Madison, Indianapolis & Peru R. R. Co. 1 Corporate and financial history. 106 Capital stock . 107 Mortgages and bonds . 107 Madison & Lafayette R. R. 102 Marion & Logansport R. R. Co. Corporate and financial history. 55 Capital stock . 55 Mortgages and bonds. 55 Articles of association . 464 Mortgage to M- G. Mitchell, Oct. 1, 1853. 465 Decree U. S. Circuit Court in regard to bonds. 472 Articles of consolidation into Marion & Mississinewa Valley R. R. Co. 474 Deed to Marion & Mississinewa. Valley R. R. Co., Nov. 28, 1854. 476 Marion & Mississinewa Valley R. R. Co. (Consolidated). Corporate and financial history. 51 Capital stock . 52 Mortgages and bonds . 52 Agreement, Union & Logansport R. R. Co., Jan. 8, 1863. 447 Deed to Union & Logansport R. R. Co., Jan. 9, 1863.448 Articles of consolidation . 474 Deed from Marion & Logansport R. R. Co., Nov. 28, 1854. 476 Marion & Mississinewa Valley R. R. Co. (First). Corporate and financial history. 53 Capital stock . 53 Mortgages and bonds . 53 Articles of association..;. 454 Mortgage to M. G. Mitchell, Oct. 1, 1853. 455 Articles of consolidation into Marion & Mississinewa Valley R. R. Co. 474 Marquand, Frederick, et al. Deed from John S. Kennedy, July 31,- 1862, conveying Toledo, Logansport & Burlington R. R. 528 Marsh, Nathaniel. Mortgage, Chicago & Cincinnati R. R. Co., Oct. 1, 1857. 616 Martinsville & Franklin R. R. Co. 105 1 Documents in Volume IV. 896 INDEX, Matthews, Stanley, Trustee. page Mortgage, Cincinnati, Richmond & Chicago R. R. Co., March 1, 1869 . .872 Miller, Reuben, Jr., Trustee. Mortgage, Pittsburgh & Steubenville R. R. Co., Jan. 1, 1855. 181 Minor, John L., Trustee. Deed from Jesse B. Stephens, March 26, 1866. 859 Deed to Cincinnati, Richmond & Chicago R. R. Co., May 1. 1866. 862 Mortgage, Cincinnati, Richmond & Chicago R. R. Co., May 1, 1866 . 869 Mitchell, Moses G., Trustee. Mortgage, Marion & Mississinewa Valley R. R. Co., Oct. 1, 1853. 455 Mortgage, Marion & Logansport R. R. Co., Oct. 1, 1853.. 465 Morgan, Henry, Trustee. Mortgage, Chicago & Great Eastern Ry. Co. (2nd), Nov. 10, 1863. 604 Supplementary mortgage, Chicago & Great Eastern Ry. Co. (4th), Feb. 24, 1865 . 628 Morgan, Matthew, Trustee. Mortgage, Cincinnati & Chicago Air Line R. R. Co., Aug. 1, i860. 584 Morrow, David M., Trustee. Mortgage, Eaton & Hamilton R. R. Co., Jan. 14, 1858.853 Mortgages. Pittsburgh, Cincinnati, Chicago & St. Louis Ry. Co.— To Farmers’ Loan & Trust Co. and W. N. Jackson, Oct. 1, 1890 . 154 Pittsburgh & Steubenville R. R. Co.— To Robert McKnight, Robert Woods and John A. Wilson, Oct. 1, 1853. I? 6 To J. Edgar Thomson, John Graham, Reuben Miller, Jr., Jan. h i 855 . 181 To Thomas McElrath, Aug. 1, 1856. 186 To Ambrose W. Thompson and Daniel Tyler, Aug. 1, 1856... 191 Western Transportation Co.— To W. J. Howard, Nov. 1, 1867. ion Pan Handle Ry. Co.— Mortgage to Thos. T. Firth, Feb. 1, 1868. 219 Holliday’s Cove R. R. Co.— First to J. Edgar Thomson, Feb. 2, 1863. Second to J. Edgar Thomson, July 23, 1866. Steubenville & Indiana R. R. Co.— Original first to J. Wilbur and H. M. Alexander, Sept. 7. 1852. Original second to J. Wilbur and H. M. Alexander, Oct. 4, 1853 .. Supplementary to J. Wilbur and H. M. Alexander, April 7, 1855 . Original third to Martin Andrews and Stuart B. Shotwell, Feb. 15, 1856 . Reorganized, first to J. Edgar Thomson, H. M. Alexander and J. Wilbur, April 14, 1864. Reorganized, second to J. Edgar Thomson, H. M. Alexander and J. Wilbur, April 19, 1864. To J. Edgar Thomson, Aug. 31, 1864. To Western Transportation Co., Nov. 1, 1867. 232 235 272 2 77 281 284 287 292 29 7 306 INDEX, 897 Mortgages.— Continued. page Pittsburgh, Cincinnati & St. Louis Ry. Co.— First to J. Edgar Thomson and G. W. McCook, May 5. 1868. 318 Second to Josiah Bacon and Albert Hewson, April 1, 1873... 327 Columbus, Piqua & Indiana R. R. Co.— Original first to Geo. S. Coe, Nov. 1, 1851. 350 First to Geo. S. Coe, Nov. 1, 1851. 353 Second to Geo. S. Coe, Jan. 1, 1853. 357 Third to Elias Fassett. April 1, 1854. 361 To Joseph Ridgway, Oct. 18, 1854. 365 Columbus & Indianapolis R. R. Co.— First to Archibald Parkhurst, Dec. 7, 1863. 372 Second to Joseph T. Thomas, Dec. 10, 1863. 382 Third to Joseph T. Thomas, Dec. 11, 1863. 392 Richmond & Covington R. R. Co.— To Joseph T. Thomas, June 24, 1862. 408 Indiana Central Ry. Co.— First to J. F. D. Lanier, April 10, 1852. 415 Supplementary to J. F. D. Lanier, April 10, 1856. 418 Second to J. F. D. Lanier, Oct. 1, 1856. 423 Columbus & Indianapolis Central Ry. Co.— First to Archibald Parkhurst, Oct. 13, 1864. 432 Second to Archibald Parkhurst, Nov. 1, 1864. 439 Union & Logansport R. R. Co.— To Joseph T. Thomas, Dec. 1, 1865. 449 Marion & Mississinewa Valley R. R. Co. (First)— To M. G. Mitchell, Oct. 1, 1853. 455 Marion & Logansport R. R. Co.— To M. G. Mitchell, Oct. 1, 1853. 465 Logansport & Pacific Ry. Co.— To G. W. Riggs, G. A. Elamilton, Geo. Carlisle, May 11, 1853. 483 Logansport, Peoria & Burlington Ry. Co.— To Andrew V. Stout, July 1, 1855. 487 Toledo, Logansport & Burlington R. R. Co.— First to A. V. Stout, Jan. 13, 1859. 505 Second to Thomas Williams, Jr., April 1, 1859. 509 New Castle & Richmond R. R. Co.— To Joseph B. Varnum and George Carlisle, Feb. 25, 1852.... 543 Cincinnati, Logansport & Chicago Ry. Co.— To G. W. Riggs, Jr., G. A. Hamilton, Geo. Carlisle, April 1, 1853 ... -547 Cincinnati & Chicago R. R. Co. (No. 2)— To Martin L. Bundy, Nov. 10, 1854. 564 To Joseph H. White and Martin L. Bundy, Oct. 1, 1855. 566 Cincinnati & Chicago Air Line R. R. Co.— To Matthew Morgan and Frederick Schuchardt, Aug. 1, i860. 584 Supplementary to Frederick Schuchardt, Feb. 2, 1863. 591 Chicago & Great Eastern Ry. Co. (2nd)— To Frederick Schuchardt and Henry Morgan, Nov. 10, 1863. 604 Chicago & Cincinnati R. R. Co.— To Frederick C. Gebhard and Nathaniel Marsh, Oct. 1, 1857. 616 Chicago & Great Eastern Ry. Co. (No. 4)— Supplementary to Frederick Schuchardt and Henry Morgan, Feb. 24, 1865 . 628 To George N. Titus and James D. Fish, April 1, 1865. 632 Supplementary to George N. Titus and James D. Fish, Dec. 31, 1866 . 641 To James W. Elwell and Lawrence Wells, Jan. 1, 1867. 644 57 8g8 INDEX, Mortgages.— Continued. PAGE Columbus, Chicago & Indiana Central Ry. Co.— First to James A. Roosevelt and W. R. Fosdick Feb ^o 1868 . Second to Frederick R. Fowler and Joseph T. Thomas' Dec* 15, 1868 .’. To Archibald Parkhurst and John B. Thompson, April 28 1870 . Chicago, St. Louis & Pittsburgh R. R. Co. (Indiana)— W. L. Scott et al. to Conrad Baker and Union Trust Co., New York, Feb. 21, 1883.. Confirmatory mortgage to Conrad Baker and Union Trust Co., March 31, 1883. Eaton & Hamilton R. R. Co. (No. 1)— To City of Cincinnati, Dec. 27, 1850. To City of Cincinnati, O., July 30, 1851. To Joseph B. Varnum, Geo. Carlisle, John P. Reznor, Jan. 1, 1852 ... To George Carlisle, Nov. 1, 1852. To T. S. Goodman and N. W. Thomas, Nov. 0, 1853. Richmond & Miami R. R. Co.— To George Carlisle, Nov. 1, 1852. To George Carlisle, Jan. 1, 1854.. Eaton & Hamilton R. R. Co. (No. 2)— To James H. McWhinney, July 1, 1856. To David M. Morrow, Jan. 14, 1858. To Nicholas W. Thomas, April 20, 1858. Cincinnati, Richmond & Chicago R. R. Co.— First to S. M. Blake, E. W. McGuire, J. L. Minor, May 1, ^ 1866 . Second to Stanley Matthews, March 1, 1869. 697 710 720 743 754 784 787 789 792 795 808 Sir 851 853 854 869 872 New Albany Branch New Castle & Richmond R. R. Co. Corporate and financial history. 70 Capital stock .* ’ y\ Mortgages and bonds ... ****]’] 7, Acts Indiana Legislature . 538-543 Mortgage to Joseph B. Varnum and Geo. Carlisle, Feb. 25, 1852.. 543 New Cumberland Branch. 3! Ohio & Indianapolis R. R. Co. 1 Corporate and financial history Capital stock . Mortgages and bonds. Osborn, Charles J. Deed from W. P. Fishback and J. D. Cox Feb 21 1883 Deed ‘So' C1,icago ’ St Louis & Pittsburgh R. R. Co.' (Ind.Y, March 17 , 1883 . Mortgage to Conrad Baker and Union Trust Co N* Y Feb 21 1883 . ‘ ’’ ’ Deed to Chicago, St. Louis & Pittsburgh R.R.* Co.*( ills.)' March 17 , 1883 . 73 i 738 743 762 1 Documents in Volume IV. INDEX,. 899 Pan Handle Ry. Co. page Corporate and financial history. 17 Capital stock . 17 Mortgages and bonds . 18 Certificate of incorporation. 206 Acts Pennsylvania Legislature . 208 Deed, Thos. McElrath to W. J. Howard, Dec. 7, 1867. 209 Mortgage to Thos. T. Firth, Feb. 1, 1868. 219 Articles of consolidation into Pittsburgh, Cincinnati & St. Louis Ry- Co. 309 Parkhurst, Archibald, Trustee. Mortgage, Columbus & Indianapolis R. R. Co., Dec. 7, 1863. 372 Mortgage, Columbus & Indianapolis Central Ry. Co., Oct. 13, 1864 . 432 Mortgage, Columbus & Indianapolis Central Ry. Co., Nov. 1, 1864 . -439 Mortgage, Columbus, Chicago & Indiana Central Ry. Co., April 28, 1870 . t . 720 Pittsburgh, Cincinnati & St. Louis Ry. Co. Corporate and financial history.8-34 Capital stock . 33 Mortgages and bonds. 33 Agreement of consolidation into Pittsburgh, Cincinnati, Chicago & St. Louis Ry. Co. 144 Articles of consolidation . 309 Acts Pennsylvania and West Virginia authorizing consolida¬ tion ..313, 314 Deed from W. J. Howard and wife, March 3, 1876. 314 First mortgage to J. Edgar Thomson and G. W. McCook, May 5, 1868 . 318 Second mortgage to Josiah Bacon and Albert Hewson, April 1, 1873 . 327 Pittsburgh, Cincinnati, Chicago & St. Louis Ry. Co. Corporate and financial history. 2 Capital stock . 7 Mortgages and bonds. 7 Articles of consolidation . 144 Mortgage to Farmers’ Loan & Trust Co. and W. N. Jackson, Oct. 1, 1890 . 154 Pittsburgh & Steubenville R. R. Co. Corporate and financial history. 8 Capital stock . 13 Mortgages and bonds. 13 Acts Pennsylvania Legislature .168-174 Letters patent .'.. 175 Mortgage to Robert McKnight, Robert Woods, John A. Wilson, Oct. 1, 1853 . 176 Mortgage to J. Edgar Thomson, John Graham, Reuben Miller, Jr., Jan. 1, 1855. 181 Mortgage to Thomas McElrath, Aug. 1, 1856. 186 Mortgage to Ambrose W. Thompson and Daniel Tyler, Aug. 1, 1856 . 191 Court proceedings for sale of road. 209 Pullan, James 74 900 INDEX. Rea, John H. page Deed to Pierre Chouteau et ah, May 26, i860. 574 Receiverships. Steubenville & Indiana R. R. Co. 2" Columbus, Piqua & Indiana R. R. Co. 36 Toledo, Logansport & Burlington R. R. Co_! rg Columbus, Chicago & Indiana Central Ry. Co. 88 Eaton & Hamilton R. R. Co. * ^ Richmond & Miami R. R. Co.. 11 .* I \* i !.*!!!!!!!!!.’!! ’ I33 Reorganization. Plan of reorganization, Steubenville & Indiana R. R. Co. 247 Plan of reorganization, Columbus, Piqua & Indiana R. R. Co.... 347 Agreement for reorganization, Toledo, Logansport & Burlington R. R. Co. 499 Agreement for reorganization, Columbus, Chicago & Indiana Central Ry. Co.. 5-r. Agreement for reorganization, Eaton & Hamilton R. R. Co..' 848 Resolutions. Changing name of Logansport & Pacific R. R. Co.. .. 1 482 Changing name, Logansport & Pacific Ry. Co. 487 Changing name, Logansport, Peoria & Burlington Ry. Co. ’..403 Changing name, New Castle & Richmond R. R. Co. 346 Stockholders, Cincinnati & Chicago R. R. Co. in regard to con¬ solidation . Reznor, John P., Trustee Mortgage, Eaton & Hamilton R. R. Co., Jan. 1, 1852. 789 Richmond & Cincinnati R. R. Co. Corporate history. 1 . 2 Articles of association . gg r Richmond & Covington R. R. Co. Corporate and financial history. 4 2 Capital stock .'.. 43 Mortgages and bonds .’ *. * | ’ * * ’ ’ ] ’ ’ ’ ‘ ‘ * ’ * ’ ‘ ‘’ ’ ‘ Certificate of incorporation .’ . Q2 Agreement Columbus & Indianapolis R. R. Co., June 29, 1864... 403 Deed to Columbus & Indianapolis R. R. Co., Sept. 5, 1864. lot Mortgage to Joseph T. Thomas, June 24, 1862. 408 Richmond & Miami R. R. Co. Corporate and financial history. j — Capital stock ... Mortgages and bonds .. Acts Indiana Legislature..Ikl Mortgage to Geo. Carlisle, Nov. 1, 1852. 8nO Mortgage to Geo. Carlisle, Jan. 1, 1854. 811 Court proceedings for sale of road.. g x - Articles of consolidation into Eaton & Hamilton R. R. Co. (No. 2). 829 Richmond & Miami Ry. Co. Corporate and financial history. Capital stock . ^ Mortgages and bonds . IX Certificate of organization . 8 ia Deed John L. Kibbey to John Hunt, Eeb. 12, 1862!!! ..81- Articles of consolidation into Cincinnati & Richmond R. R. Co.’.’ 877 INDEX. 901 Ridgway, Joseph, Trustee. page Mortgage, Columbus, Piqua & Indiana R. R. Co., Oct. 18, 1854.. 365 Riggs, G. W., Jr., Trustee. Mortgage, Logansport & Pacific Ry. Co., May n, 1853. 483 Mortgage, Cincinnati, Logansport & Chicago Ry. Co., April 1, 1853 .. 547 Roosevelt, James A., Trustee. First mortgage, Columbus, Chicago & Indiana Central Ry. Co., Rose, David G. Deed to John S. Kennedy, July 10, 1862, conveying Toledo, Lo¬ gansport & Burlington R. R. 5 2 i Rushville & Shelbyville R. R. Co. 1 Corporate and financial history . 119 Mortgages and bonds. 120 Schuchardt, Frederick, Trustee. Mortgage, Cincinnati & Chicago Air Line R. R. Co., Aug. 1, i860 . 584 Supplementary mortgage, Cincinnati & Chicago Air Line R. R. Co., Feb. 2, 1863. 591 Mortgage, Chicago & Great Eastern Ry. Co. (2nd), Nov. 10, 1863. 604 Supplementary mortgage, Chicago & Great Eastern Ry. Co. (4th), Feb. 24, 1865 . 628 Scott, William L. Deed from W. P. Fishback and J. D. Cox, Feb. 21, 1883. 731 * Deed to Chicago, St. Louis & Pittsburgh R. R. Co. (Ind.), March 1 7 , 1883 . 738 Mortgage to Conrad Baker and Union Trust Co., N. Y., Feb. 21, 1883 743 Deed to Chicago, St. Louis & Pittsburgh R. R. Co. (Ills.), March 17, 1883 . 762 Shelby & Rush R. R. Co. 1 Corporate and financial history . 120 Capital stock . 121 Mortgages and bonds. 121 Shelbyville & Knightstown R. R. 112 Shelbyville Lateral Branch R. R. Co. 112 Shotwell, Stuart B., Trustee. Mortgage, Steubenville & Indiana R. R. Co., Feb. 15, 1856. 284 Stephens, Jesse B. Deed to S. M. Blake, E. W. McGuire, J. L. Minor, March 26, 1866 . 859 Steubenville Bridge. See Holliday’s Cove R. R. Co. Steubenville Extension of the Pennsylvania Railroad. History . 1 Acts Pennsylvania Legislature . 143 1 Documents in Volume IV. 902 INDEX. Steubenville & Indiana R. R. Co. page Corporate and financial history. 22 Columbus & Newark Division. 23 Central Ohio R. R. Co.23-25 Capital stock ." 26 Mortgages and bonds. 27 Acts Ohio Legislature .242-246 Agreement, trustees Cadiz Township, June 17, 1852. 247 Plan of reorganization .. 247 Decrees Common Pleas Court, Harrison county. 250 Deed from Central Ohio R. R. Co., Aug. 31, 1864. 257 Agreement, Central Ohio R. R. Co., March 14, 1864. 261 Deed from G. W. McCook, Nov. 1, 1867. 262 Original first mortgage to J. Wilbur and H. M. Alexander, Sept. 7 , 1852 . : . 272 Original second mortgage to J. Wilbur and H. M. Alexander, Oct. 4, 1853 . 277 Supplementary mortgage to J. Wilbur and H. M. Alexander, April 7, 1855 . 281 Original third mortgage to Martin Andrews and Stuart B. Shot- well, Feb. 15, 1856. 284 Reorganized first mortgage to J. Edgar Thomson, J. Wilbur and H. M. Alexander, April 14, 1864. 287 Reorganized second mortgage to J. Edgar Thomson, J. Wilbur and H. M. Alexander, April 19, 1864. 292 Mortgage to J. Edgar Thomson, Aug. 31, 1864.. 297 Mortgage to Western Transportation Co., Nov. 1, 1867. 306 Articles of consolidation into Pittsburgh, Cincinnati & St. Louis Ry. Co. 309 Stout, Andrew V., Trustee. Mortgage, Logansport, Peoria & Burlington Ry. Co., July 1, ' *855 . 487 Mortgage, Toledo, Logansport & Burlington R. R. Co., Jan. 13, i8 59 . 505 Terre Haute & Richmond R. R. Co. History . 4, Thomas, Nicholas W., Trustee. Mortgage, Eaton & Hamilton R. R. Co. (No. 1), Nov. 9, 1853_795 Mortgage, Eaton & Hamilton R. R. Co. (No. 2), April 20, 1857. . 854 Thomas, Joseph T., Trustee. Mortgage, Columbus & Indianapolis R. R. Co., Dec. 10, 1863_382 Mortgage, Columbus & Indianapolis R. R. Co., Dec. n, 1863_302 Mortgage, Richmond & Covington R. R. Co., June 24, 1862.408 Mortgage, Union & Logansport R. R. Co., Dec. 1, 1865. 449 Mortgage, Columbus, Chicago & Indiana Central Ry. Co., Dec. 15, 1868 .. 7I0 Thompson, Ambrose W. Mortgage, Pittsburgh & Steubenville R. R. Co., Aug. 1, 1856_ 191 Thompson, John B., Trustee. Mortgage, Columbus, Chicago & Indiana Central Ry. Co., April 28, 1870 . INDEX, 903 Thomson, J. Edgar. page Mortgage, Pittsburgh & Steubenville R. R. Co., Jan. 1, 1855. 181 First mortgage, Holliday’s Cove R. R. Co., Feb. 2, 1863. 232 Second mortgage, Holliday’s Cove R. R. Co., July 23, 1866. 235 Mortgage, Steubenville & Indiana R. R. Co., April 14, 1864.287 Mortgage, Steubenville & Indiana R. R. Co., April 19, 1864.292 Mortgage, Steubenville & Indiana R. R. Co., Aug. 31, 1864. 297 Mortgage, Pittsburgh, Cincinnati & St. Louis Ry. Co., May 5, 1868 . 318 Titus, George N., Trustee. Mortgage, Chicago & Great Eastern Ry. Co. (No. 4), April 1, 1865 . 632 Supplementary mortgage, Chicago & Great Eastern Ry. Co. (No. 4), Dec. 31, 1866. 641 Toledo, Logansport & Burlington R. R. Co. Corporate and financial history. 58 Capital stock . 59 Mortgages and bonds. 60 Resolution changing name of Logansport, Peoria & Burlington Ry. Co. 493 Court proceedings for sale of road. 493-499 Agreement for reorganization . 499 First mortgage to A. V. Stout, Jan. 13, 1859. 5^5 Second mortgage to Thos. Williams, Jr., April 1, 1859. 509 Toledo, Logansport & Burlington Ry. Co. Corporate and financial history .56-62 Capital stock . 61 Mortgages and bonds. 62 Articles of association . 514 Certificate of organization . 519 Certificate reorganization, Toledo, Logansport & Burlington R. R. Co. 520 Deed, David G. Rose to John S. Kennedy, July 10, 1862. 521 Deed, John S. Kennedy to Frederick Marquand et al., July 31, 1862 528 Articles of consolidation into Columbus & Indiana Central Ry. Co. 529 Tyler, Daniel, Trustee. Mortgage, Pittsburgh & Steubenville R. R. Co., Aug. 1, 1856.... 191 Union & Logansport R. R. Co. Corporate and financial history. 50 Capital stock . 51 Mortgages and bonds . 51 Articles of association. 446 Agreement, Marion & Mississinewa Valley R. R. Co., Jan. 8, 1863. 447 Deed from Marion & Mississinewa Valley R. R. Co., Jan. 9, 1863. 448 Mortgage to Joseph T. Thomas, Dec. 1, 1865. 449 Articles of consolidation into Columbus & Indiana Central Ry. Co. 529 Union Trust Co., New York, Trustee. Mortgage from W. L. Scott et ah, Feb. 21, 1883. 743 Confirmatory mortgage, Chicago, St. Louis & Pittsburgh R. R. Co., (Ind.), March 31, 1883. 754 904 INDEX,. \ Varnum, Joseph B., Trustee. page Mortgage, New Castle & Richmond R. R. Co., Feb. 25, 1852.543 Mortgage, Eaton & Hamilton R. R. Co. (No. 1), Jan. 1, 1852.... 789 Wells, Lawrence, Trustee. Mortgage, Chicago & Great Eastern Ry. Co. (No. 4), Jan. 1, 1867. 644 Western Transportation Co. Corporate and financial history. 15 Capital stock . 16 Mortgages and bonds . 16 Acts Pennsylvania Legislature .' .196-198 Mortgage to W. J. Howard, Nov. 1, 1867. 199 Mortgage from Steubenville & Indiana R. R. Co., Nov. 1, 1867... 306 Wheeling Railroad Bridge Co. Corporate history. 21 Act of incorporation . 238 White, Joseph H., Trustee. Mortgage, Cincinnati & Chicago R. R. Co., Oct. 1, 1855. 566 Wilbur, Jeremiah, Trustee. Mortgage, Steubenville & Indiana R. R. Co., Sept. 7, 1852. 272 Mortgage, Steubenville & Indiana R. R. Co., Oct. 4, 1853. 277 Supplementary mortgage, Steubenville & Indiana R. R. Co., April 7 , 1855 . 281 Mortgage, Steubenville & Indiana .R R. Co., April 14, 1864. 287 Mortgage, Steubenville & Indiana R. R. Co., April 19, 1864.292 Williams, Thomas, Jr., Trustee. Mortgage, Toledo, Logansport & Burlington R. R. Co., April 1, 1859 . 509 Wilson, John A., Trustee. Mortgage, Pittsburgh & Steubenville R. R. Co., Oct. 1, 1853. T76 Woods, Robert, Trustee. Mortgage, Pittsburgh & Steubenville R. R. Co., Oct. 1, 1853. 176