ST, LOUIS AND SAN FRANCISCO RAILROAD
COMPANY
TO
THE MERCANTILE TRUST COMPANY
AND
PASCHAL P. CARR.
Consolidated Mortgage.
glus ¿indenture, made this first day of July, in the year
one thousand eight hundred and ninety-six, between the St.
Louis and San Francisco Railroad Company, a corporation
organized and existing under the laws of the State of Mis¬
souri, hereinafter called the mortgagor, party of the first part,
and The Mercantile Trust Company, a corporation created
and existing under the laws of the State of New York, and
Paschal P. Carr, of the City of St. Louis, in said State of
Missouri, hereinafter called the Trustees, parties of the second
part.
Whereas the St. Louis and San Francisco Railway Com¬
pany, a corporation duly organized under the laws of said State
of Missouri, heretofore and 011 or about the lltli day of June,
1891, executed its certain consolidated mortgage or deed of
trust, bearing date 011 that day, and thereby mortgaged the
railroads and appurtenances and the franchises thereunto ap¬
pertaining and the other property in said mortgage or deed of
trust mentioned, to secure certain of the consolidated mortgage
gold bonds of said Railway Company issued under said mort¬
gage or deed of trust ; and
Whereas default having been made in the conditions of said
consolidated mortgage, such proceedings were thereupon had
that said mortgage was foreclosed, and the railroads, franchises
and other property covered thereby were duly sold pursuant to
a judgment or decree of the Circuit Court of the United States
for the Eastern District of Missouri, Eastern Division, made
and entered on the 30th day of April, 1890 ; and
Whereas said sale was duly confirmed, and said railroads
and franchises, and other property of said St. Louis and San
Francisco Railway Company were, by deed dated June 30th
1896, executed in pursuance of said decree and of the orders
of said court made thereon, conveyed to the purchasers at
said sale ; and
2
Whereas the said purchasers thereafter sold and con¬
veyed the railroads, franchises and other property hereinafter
described, to the mortgagor, the party of the first part hereto,
and, in partial consideration thereof, the mortgagor agreed,
among other things, to execute this mortgage or deed of trust,
and to execute and deliver, as hereinafter set forth, its con¬
solidated mortgage four per cent, hundred-year gold bonds
hereby secured ; and
Whereas certain of the railroads, equipment and property
hereinafter described are subject to certain mortgages, trusts
and liens hereinafter set forth ; and
Whereas the mortgagor desires to fund the indebtedness
thereby secured and to provide for making additions and ex¬
tensions to its railroads and other property ; and
Whereas the mortgagor, in pursuance of resolutions of its
board of directors and of its stockholders, has determined to
issue its bonds to the amount, in the aggregate, of $50,000,000,
to be known as consolidated mortgage four per cent, gold
bonds, to bear date the first day of July, 1896, to be payable
the first day of July, 1996, at the ofiice or agency of the mort¬
gagor in the City of New York, in gold coin of the United
States of or equal to the present standard of weight and fine¬
ness, with interest at the rate of four per cent, per annum, pay¬
able semi-annually on the first day of January and July in
each year, in like gold coin, at such office or agency ; and
Whereas, for the purposes aforesaid and in further pur¬
suance of said resolutions of its board of directors and of its
stockholders, the mortgagor, in order to secure the payment of
said consolidated mortgage bonds, has determined to execute
and deliver to The Mercantile Trust Company and Paschal P.
Carr, as Trustees, a mortgage or deed of trust of the property
and franchises hereinafter described ; and
3
Whereas said consolidated mortgage bonds bear coupons
for interest, with the engraved signature of the treasurer of
the mortgagor, which shall bind it as if such signature
were written, and said bonds, with the coupons attached
thereto, and the certificate of The Mercantile Trust Com¬
pany, one of the Trustees, thereon, are substantially in the fol¬
lowing form, namely :
UNITED STATES OF AMERICA,
STATE OF MISSOURI.
ST. ROUIS AND SAN FRANCISCO RAILROAD
COMPÀNY.
Consolidated Mortgage Four Per Cent. Gold Bond.
No. $1,000.
For value received, the St. Louis and San Francisco Rail¬
road Company, a corporation organized under the laws of the
State of Missouri, promises to pay to bearer, or, if this bond be
registered, to the registered holder hereof, the sum of one thou¬
sand dollars in gold coin of the United States of or equal to
the present standard of weight and fineness, on the first day of
July, one thousand nine hundred and ninety-six, at the office or
agency of the Railroad Company in the City of New York,
with interest thereon from the first day of July, 1896, until said
principal sum shall be paid, at the rate of four per cent, per
annum, payable in like gold coin, semi-annually, at such office
or agency, on the first day of January and July in each year,
upon presentation and surrender of the respective coupons
therefor hereto annexed, as they severally mature.
This bond is one of a series of fifty thousand bonds, all of
like tenor, date and amount, numbered from one consecutively
upwards, issued and to be issued in pursuance of, and all to be
equally secured by a mortgage or deed of trust dated July 1,
1896, executed by the Railroad Company to The Mercantile
4
Trust Company and Paschal P. Carr, as Trastees, covering
the property and franchises therein described, to all the pro¬
visions of which, this bond and the rights of the holder of the
same are subject.
This bond shall pass by delivery, unless registered in the
owner's name upon the books of the Railroad Company; but
after registration of ownership, duly certified thereon, no
transfer, except upon the books of the Railroad Company, shall
be valid until a transfer thereof upon said books to bearer,
which shall restore transferability by delivery, and this bond
shall continue subject to successive registrations and transfers
to bearer, at the option of the holder. The registration of
this bond shall not restrain the negotiability of the coupons by
delivery.
No recourse shall be had for the payment of the principal
or interest of this bond to any stockholder, director or officer
of the Railroad Company, either directly or through said com¬
pany, whether by any statute or by the enforcement of any
assessment or otherwise howsoever.
This bond shall not become obligatory until the certificate
endorsed hereon is signed by The Mercantile Trust Company,
Trustee.
In witness whereof, said Railroad Company has caused its
corporate seal to be hereto affixed and this bond to be signed
by its President and Secretary, this first day of July, 1896.
St. Louis and San Francisco Railroad Company,
by
President.
Secretary.
[form of coupon.]
St. Louis and San Francisco Railroad Company will pay to
the bearer hereof on the first day of twenty
dollars in gold coin of the United States at its office or agency
5
in the City of New York, being six months' interest, clue on that
clay, on its consolidated mortgage bond No.
Treasurer.
[form of trustee's certificate.]
This bond is one of the series of bonds described in the
mortgage or deed of trust within mentioned.
The Mercantile Trust Company,
Trustee,
by
How, therefore, this Judcwture xuvtixcsseth that in
consideration of the premises and of one dollar by each of the
parties to the other in hand paid, the receipt whereof is hereby
acknowledged, the mortgagor, the better to secure the payment
of said bonds which are hereinafter called the consoli¬
dated mortgage bonds, with the interest which shall
from time to time become due and payable thereon, at
the times and in the manner therein and herein stated, hath
granted, bargained, sold, aliened, remised, released, conveyed
confirmed, assigned, transferred and set over, and, by these
presents, doth grant, bargain, sell, alien, remise, release, convey,
confirm, assign, transfer and set over, unto the Trustees, their
successors in the trust and their assigns :
I.
(1) The railroad of the mortgagor known as its Main Line,
extending from the terminus in the City of St. Louis, in the
State of Missouri, across said State of Missouri, to Seneca on
the western boundary line of said State, being about three
hundred and twenty-six and twenty-eight one-hundredths
(326.28) miles in length, including all the property of the
mortgagor situated in said City of St. Louis.
6
(2) The railroad known as the Bolivar Branch, extending
from the City of Springfield, on said Main Line, to Bolivar, in
the State of Missouri, being about thirty-eight and seventy-
nine one-hundredtlis (38.79) miles in length.
(3) The railroad known as the Chadwick Branch, extending
from the City of Springfield, on said Main Line, to Chadwick,
in the State of Missouri, being about thirty-four and eighty-six
one-hundredtlis (34.86) miles in length.
(4) The railroad known as the Granby Branch, extending
from Granby Junction, on said Main Line, to Granby, in the
State of Missouri, being about one and fifty one-hundr.edths
(1.50) miles in length.
(5) The railroad known as the Red River Line of the mort¬
gagor, extending from Monett, on said Main Line, through the
States of Missouri and Arkansas and through the Indian Terri¬
tory to the Red River, being about two hundred and eighty-five
and seventy-nine one-liundredths (285.79) miles in length.
(6) The railroad known as the Powell Branch, extending
from Fayetteville, in the State of Arkansas, on said Red River
Line, to Powell, in said State, being about twenty-five and
sixty-one one-hundredths (25.61) miles in length.
(7) The railroad known as the Kansas Line of the mort¬
gagor, extending from Pierce City, in the State of Missouri, on
said Main Line, through said State and through the State of
Kansas, bjr way of Oswego, to Wichita, in the State of Kansas,
being about two hundred and seventeen and forty one-hun¬
dredths (217.40) miles in length.
(8) The railroad known as the Oronogo Branch, extending
from Oronogo, in the State of Missouri, on said Kansas Line,
to Joplin, in the State of Missouri, being about nine and thirty-
two one hundredths (9.32) miles in length.
7
(9) The railroad known as the Galena Branch, extending
from Carl Junction, in the State of Missouri, on said Kansas
Line, by way of Joplin, to Galena, in the State of Kansas,
including a belt line of railroad at Joplin, being in all about
seventeen and twenty-nine one hundredths (17.29) miles in
length.
(10) The railroad known as the Girard Branch, extending
from Carl Junction, in the State of Missouri, on said Kansas
Line, through said State, to Girard, in the State of Kansas,
being about twenty-nine and fourteen one hundredths (29.14)
miles in length.
(11) The railroad known as the Carbon Branch, extending
from Litchfield Junction, in the State of Kansas, on said Girard
Branch, to Litchfield, in said State, being about three and
twenty-five one-hundredths (3.25) miles in length.
II.
All other railroads which the mortgagor now owns, or which
it may at any time hereafter acquire, and also all the estate,
right, title and interest of the mortgagor in and to all other
railroads in which the mortgagor now has, or may hereafter
acquire, a right, title or interest, whether leasehold or by op¬
erating contract, or by the acquisition of shares of stock in the
companies owning the same or the obligations of such com¬
panies, or otherwise howsoever, subject, however, as to any
railroads or interests therein hereafter acquired, to any liens
thereon at the time of such acquisition thereof by the mort¬
gagor and to any purchase money liens thereon created in
the acquisition thereof.
All telegraph and telephone lines, including poles, wires,
batteries and other appurtenances, telegraph instruments,
telephone and other instruments ; all rights of way,
station, depot and terminal grounds, and all other
lands and interest in lands ; all tunnels, roadbeds,
8
sidings, turnouts, switches and turn-tables, superstructures,
bridges, stringers, ties, ' rails and frogs, chairs, bolts, splices
and other railroad appurtenances ; all station houses, depots,
warehouses, engine-houses, car houses, water stations, machine
shops, . office buildings and other structures ; all engines,
tenders, cars and other rolling stock and equipment ; all furni¬
ture, machinery, tools and implements ; all materials and sup¬
plies; all leases, operating, trackage and traffic agreements,
policies of insurance, and contracts ; and all other property,
real, personal and mixed, which the mortgagor now owns or
which it may at any time hereafter acquire in extension of or
appurtenant to or incidental to any of the railroads and
property at any time subject to the lien of this indenture.
III.
All franchises, rights, privileges, immunities and exemp¬
tions of the mortgagor now owned by it or which it may here¬
after acquire.
IV.
The leasehold interest and all other property, right, title
and interest of the mortgagor in the bridge extending across
the Arkansas River, in the State of Arkansas, from the north
bank to the south bank of said river, joining the two por¬
tions of said Red River Line of the mortgagor, abutting at the
said respective banks of said river, and in the railroad track
thereon, being about thirty-four one-hundredtlis (0.34) miles
in length.
V.
1. The following shares in the capital stock of the companies
hereafter named :
Company. Shares.
Springfield and Northern Railway Co 9,940
Springfield and Southern Railway Co . 5,965
St. Louis, Arkansas and Texas Railway Co 34,955
9
Company. Shares.
Fort Smith and Southern Railway Co. 1,630
Si. Louis, Wichita and Western Railway Co 9,285
Joplin Railway Co. (Consolidated) 7,151
Fort Smith and Van Buren Bridge Co. 19,900
and also any and all other shares in the capital stock of
said companies which the mortgagor now owns or may here¬
after acquire or to which it is or may hereafter become in any
manner entitled or in which it has or may hereafter have a
beneficial interest.
2. All shares in the capital stock of the companies hereafter
named, now owned or which may hereafter at any time be ac¬
quired by the mortgagor, or to which it is or may hereafter
become in any manner entitled, or in which it has or may here¬
after have a beneficial interest, subject, however, as to the
following shares, to a prior pledge thereof, under a trust in¬
denture between the St. Louis and San Francisco Railway
Company and the Union Trust Company of New York, dated
December 15, 1887 :
Company. Shares.
Springfield Connecting Railway Co 1,965
Fayette ville and Little Rock Railroad Co 3,255
Little Rock and Texas Railway Co 5,365
Paris and Great Northern Railroad Co.- 4,955
Pittsburg and Columbus Railway Co 1,775
VI.
1. The following bonds of the companies hereinafter named :
Amount at
Company. Description of Bonds. Par.
St. Louis and San Francisco
Railway Co Land debentures, 5 per cent $1,215,000
St. Louis, Wichita and Western
Railway Co Income, guaranteed, 5 per cent. 750,oOO
St, Louis, Arkansas and Texas
Ry. Co. (of Mo.) First mortgage, 7 per cent 177,000
St. Louis, Arkansas and Texas
Ry. Co. (of Ark.) First Mortgage, 7 per cent 225,000
Joplin Railroad Company First Mortgage, 7 per cent 14,000
10
2. The following bonds of the companies hereinafter named,
subject, however, to a prior pledge thereof under a trust agree¬
ment dated August I, 1880, between the United States Trust
Company, of New York, and said St. Louis and San Francisco
Eailway Company :
Amount at
Company. Descbiption op Bonds. Pak.
St. Louis, Arkansas and Texas
Ry. Co. (of Mo.) First mortgage, 7 per cent
St. Louis, Arkansas and Texas
Ry. Co. (of Ark.) First mortgage, 7 per cent
Joplin Railroad Co First mortgage, 7 per cent
$323,000
375,000
286,000
3. The following bonds of the companies hereinafter named,
subject, however, to a prior pledge thereof under a trust in¬
denture, dated December 15, 1887, between said St. Louis and
San Francisco Railway Company and the Union Trust Com¬
pany of New York :
Amount
Company. Descbiption op Bonds. at pab.
Springfield Connecting Railway Co. First mortgage, 5 per cent $64,000
Fayetteville and Little Rock R. R.
Co First mortgage, 5 per cent 154,000
Little Rock and Texas Ry. Co First mortgage, 5 per cent 367,000
Paris and Great Northern R. R. Co. First mortgage, 5 per cent 339,000
Pittsburg and Columbus Ry. Co.... First mortgage, 5 per cent 176,000
VII.
The right, title and interest of the mortgagor in and to
any and all lands and interests in lands granted to the
Atlantic and Pacific Railroad Company to aid in the construc¬
tion of the Atlantic and Pacific Railroad, by an Act of
Congress approved July 27, 1866, and situated in the Counties
of Greene, Christian, Lawrence, Newton and Jasper, in the State
of Missouri and in the County of Benton, in the State of
Arkansas, excepting such lands as are within the right
of way of the mortgagor or otherwise used by it for railway
11
purposes, which have been included in the lines of railroad of
the mortgagor hereinabove described.
The right, title and interest of the mortgagor in and to
any and all lands and interests in lands granted to the
State of Missouri to aid in the construction of railroads in
said State, by an Act of Congress approved June 10, 1852, and
situated in the Counties of Franklin, Crawford, Maries, Pulaski,
Laclede, Camden, Webster, Greene, Christian, Barry, Law¬
rence, Jasper and Newton, in the State of Missouri, and in the
County of Benton, in the State of Arkansas, excepting such
lands as are within the right of way of tne mortgagor, or
otherwise used by it for railway purposes, which have been
included in the lines of railroad of the mortgagor hereinabove
described.
gtr îxaue attÄ ÎXoM, all and singular said railroads and
interests in railroads, property and franchises, unto the
Trustees, their successors in the trust, and their assigns forever.
%U trust, ucuevtlxclcss, as to all the aforesaid premises,
for the common and equal use, benefit and security of all
and singular the person or persons, firm or firms, bodies politic
or corporate, who shall from time to time be holders of any of
the consolidated mortgage bonds, and without preference of
any of said bonds over any of the others by reason of priority
in the time of issue or negotiation thereof, or otherwise howso¬
ever, subject to the terms, provisions and stipulations in the
consolidated mortgage bonds contained, and for the uses and
purposes and upon and subject to the terms, conditions, pro¬
visos and agreements hereinafter expressed and declared.
First. The consolidated mortgage bonds shall be required
to be certified by The Mercantile Trust Company only, and said
Trust Company shall certify the consolidated mortgage bonds
and shall issue and deliver the same as follows :
12
(a) $5,500,000 of the consolidated mortgage bonds
shall forthwith be executed by the mortgagor and delivered
to the Trust Company for certification, and the Trust Com¬
pany shall certify and deliver the same upon the order of
Louis Fitzgerald, J. Kennedy Tod, Isaac N. Seligman, Sieg-
mund Alsberg, James A. Blair, Benjamin P. Cheney, Samuel C.
Eastman and Charles S. Gleed, or upon the order of any five
of such persons.
(b) $500,000 of the consolidated mortgage bonds shall be
certified and delivered by said Trust Company upon the order,
prior to January 1, 1897, of said Louis Fitzgerald, J. Kennedy
Tod, Isaac N. Seligman, Siegmund Alsberg, James A. Blair,
Benjamin P. Cheney, Samuel C. Eastman and Charles S. Gleed,
or upon the order of any five of such persons.
Any of the consolidated mortgage bonds reserved under
this subdivision, the certification and delivery of which by said
Trust Company shall not, prior to said January 1, 1897, have
been so ordered, shall be reserved to be certified, delivered
and used only for the purposes specified in subdivision (d) of
this article, in addition to the consolidated mortgage bonds
therein mentioned, and upon the same terms and under the
same restrictions.
(c) $1,793,000 of the consolidated mortgage bonds shall
be reserved for the following purposes or some of them, viz. :
(1) for the acquisition of all or any portion of the railroad
and property of The St. Louis, Salem and Arkansas
Bailway Company ;
(2) for the acquisition of all or any portion of the rail¬
road and property of the Kansas City and Southwestern
Railroad Company ;
(3) for the acquisition of all or any part of the railroad and
property of The Kansas Midland Railway Company ;
13
(4) for the acquisition of the now existing bonds of any of
the said companies, or of the stocks, or stocks and bonds
of any successor company or companies which shall
own any of such railroads and properties, in such
amounts and to such extent as, in the opinion of the
mortgagor, shall vest in it or enable it to acquire
satisfactory control of the operation and management
of any of said railroads and properties.
Upon delivery to the Trust Company, prior to January
1, 1900, of a certified copy of a resolution of the board
of directors of the mortgagor calling for the certification
and delivery of any of the consolidated mortgage bonds
reserved under this subdivision, setting forth the purposes
for which said bonds are to be applied, and specifying
particularly the railroad and property, or the stocks and bonds
to be acquired, together with a written approval of the use of
such bonds for such acquisition on the terms stated, signed by
not less than a majority of the board of directors of the mort¬
gagor, the Trust Company shall certify and deliver to the mort¬
gagor or on its order such amount of said bonds as shall be
called for in such resolution and approval, and such delivery
shall be made at such time and in such manner and subject to
such restrictions as may be prescribed in such resolutions.
The mortgagor shall use the bonds so certified and de¬
livered only for the specific purposes set forth in the resolu¬
tions pursuant to which the same shall have been certified and
delivered, and for no other purpose, and until so applied they
shall be set aside by the mortgagor and kept separate and dis¬
tinct from all other securities and property of the mortgagor.
The Trust Company may, in its discretion, take such measures
as it may deem reasonably necessary to secure the application
of said bonds for the purposes hereinabove specified and for
no other purposes.
Any and all stocks, bonds, railroads or other property
14
which shall he acquired by the use of any of said bonds
shall forthwith become subject to the lien of this indenture,
and the mortgagor shall forthwith deliver to the Trust Com¬
pany any bonds and the certificates for any stock which it
shall so receive, and shall execute all such assignments, convey¬
ances and other instruments as the Trustees may reasonably
require, at the time of, or after, the certification and delivery
of any of said bonds in order to subject to the lien hereof, all
such stocks, bonds, railroads or other properties so acquired.
Any of said consolidated mortgage bonds which shall not,
prior to said January 1, 1900, have been certified and deliv¬
ered by the Trust Company under the provisions of this subdi¬
vision, shall be reserved to be certified, delivered and used
only for the purposes specified in the following subdivision of
this article, in addition to the consolidated mortgage bonds
therein mentioned and upon the same terms and under the
same restrictions.
(d) $3,175,000 of the consolidated mortgage bonds shall
be reserved to be certified, delivered and used only for the
following purposes, or some one or more of them, viz. :
The construction or acquisition after July 1st, 1897, of ad¬
ditional side-tracks, second tracks, spur tracks, terminals, or
other additions to, or betterments of, or improvements upon,
along or appurtenant to, the lines" of railway, terminals or
other properties which shall then belong to the mortgagor
and be subject to the lien of this indenture ; the con¬
struction, after said July 1, 1897, of terminals, branches or ex¬
tensions of any of such lines of railway which shall be made
subject to the lien of this indenture ; the construction or
acquisition by the mortgagor after July 1, 1897, of additional
rolling stock which shall be made subject to the lien of this
indenture ; the construction or acquisition by the mortgagor
after July 1, 1897, of additional lines of railroad which shall
be made subject to the lien of this indenture or the acquisition
15
by the mortgagor, subsequent to said date, of bonds or stock
representative of such additional lines of railroad and which
shall be made subject to the lien of this indenture ; and the
reimbursement to the mortgagor for any expenditures made by
it for the purposes aforesaid, or some one or more of them.
The consolidated mortgage bonds so reserved shall be certi¬
fied and delivered by the Trust Company, from time to time,
upon the delivery to the Trust Company of a copy of a resolu¬
tion of the board of directors of the mortgagor, under the cor¬
porate seal of the mortgagor, and certified by a proper officer
thereof, requesting the certification and delivery of such bonds,
and stating that such bonds or their proceeds will be used only
for the purposes hereinabove authorized.
Bonds reserved for the foregoing purposes under any of the
subdivisions of this article shall be certified and delivered at a
rate not exceeding, in the aggregate, $300,000 of such bonds in
any year.
(e) The residue of the consolidated mortgage bonds, to
wit, $39,032,000 thereof, shall be reserved to be issued and
delivered in exchange for, or to take up at maturity or before
maturity, the following bonds, with all unmatured and unpaid
coupons belonging thereto, upon the surrender thereof :
(1) $5,666,500 in amount of the six per cent, bonds of the
St. Louis and San Francisco Railway Company, payable
November 1, 1906, and secured by a mortgage dated
November 1, 1876, known as " A" bonds, to the amount
of $500,000 ; " B " bonds, to the amount of $2,766,-
500, and " C " bonds, to the amount of $2,400,000.
(2) $1,041,000 in amount of the six per cent, bonds of said
Railway Company, Missouri and Western Division, pay¬
able August 1, 1919, and secured by mortgage dated
June 1, 1880.
(3) $984,000 in amount of the six per cent, bonds of said
Railway Company, payable August 1, 1920, secured by
16
a trust mortgage to the United States Trust Company,
dated August 1, 1880, and the deposit in trust of
$1,400,000 of first mortgage seven per cent, bonds.
(4) $7,807,000 in amount of the six per cent, bonds of said
Bailway Company, payable July 1, 1931, secured by its
General Mortgage dated July 1, 1881, and by supple¬
mental mortgage, dated June 1, 1882.
(5) $12,293,000 in amount of the five percent, bonds of said
Bailway Company, payable July 1, 1931, secured by
its General Mortgage dated July 1, 1881.
(6) $1,099,000 in amount of the five per cent, bonds of said
Bailway Company, payable October 1, 1987, secured by
trust indenture to the Union Trust Company of New
York, dated December 15, 1887.
(7) $2,000,000 in amount of the six per cent, bonds of the St.
Louis, Wichita and Western Bailway Company, payable
September 1, 1919, guaranteed and endorsed by said
St. Louis and San Francisco Bailway Company, and
secured by mortgage, dated July 28, 1879.
(8) $335,000 in amount of the six per cent, bonds of the
Fort Smith and Van Buren Bridge Company, payable
April 1, 1910, guaranteed and endorsed by said Bail-
way Company, and secured by mortgage dated April
1, 1885.
Whenever the mortgagor shall tender or cause to be ten¬
dered to the Trust Company, and whether before or after the
maturity thereof or the payment thereof, any of said outstanding
bonds, with all the unmatured interest or coupons
thereunto belonging, the Trust Company shall, in exchange
therefor certify and deliver to the mortgagor, or to its order,
consolidated mortgage bonds at the rate of $1,250, par value, of
consolidated mortgage bonds in exchange for each $1,000, par
value, of the bonds so received by it.
Whenever any of said outstanding bonds which shall
17
not have been so delivered to the Trust Company shall be
redeemed or paid by means of a sinking fund provided for by
the mortgage or other instrument securing such bonds, or the
money necessary for such redemption or paymentshall have been
provided in accordance with said sinking-fund provisions, and the
mortgagor shall furnish to the Trust Company evidence satis¬
factory to it of such redemption or payment or such
ft
provision therefor, the Trust Company shall deliver to the
mortgagor or to its order $1,250 par value of consolidated
mortgage bonds for each $1,000 par value of such bonds so
redeemed or paid by the operation of a sinking fund, or for
such redemption or payment of which provision shall have been
so made ; but if any of said outstanding bonds which shall
have been so delivered to the Trust Company, and in respect of
which consolidated mortgage bonds have been issued under
this indenture, shall be so redeemed and paid by the opera¬
tion of a sinking fund as aforesaid, any amounts received
by the Trustees in respect thereof shall be paid to the
mortgagor.
At any time or times on or after the maturity of any of
said outstanding bonds, or within twelve months before such
maturity, the mortgagor may sell consolidated mortgage bonds
in order to provide the means to purchase or pay the outstand¬
ing bonds which have matured, or are about to mature within
twelve months, and the Trust Company shall certify and
deliver to the mortgagor, or to its order, consolidated mort¬
gage bonds at the rate of $1,250, par value, of the consoli¬
dated mortgage bonds for each $1,000 of such outstanding
bonds which have matured, or are about to mature
within twelve months ; provided that eighty per cent, of
the par value of the consolidated mortgage bonds so certified
and delivered shall simultaneously be deposited in cash
with the Trust Company in exchange therefor. Out of
the cash so received by the Trust Company, it shall,
on demand of the mortgagor and upon delivery to the Trust
18
Company of the outstanding bonds so paid or purchased by
the mortgagor, pay to the mortgagor a sum equal to the par¬
amount of the bonds so paid or purchased.
The certificate of the President, or other executive officer,
and of the Treasurer of the mortgagor, as to any facts
pertinent to the right to certify and deliver the consolidated
mortgage bonds, shall, as regards the Trust Company, be con-
nclusive evidence of such facts and be full authority for the
action of the Trust Company in accordance therewith.
Whenever all said outstanding bonds of any class shall
have been surrendered in exchange for consolidated mortgage
bonds, or shall have been paid by the sinking fund provided
in the mortgage or trust deed securing the same, or other¬
wise, except such lost or destroyed bonds for which satis¬
factory indemnity may have been given, the Trust Company
shall, but only with the consent of the mortgagor, cancel all
said bonds of such class, and shall cause the mortgage or
trust deed securing the same to be canceled or discharged of
record.
Until so canceled, all bonds so delivered to the Trust Com¬
pany shall be held by the Trustees as additional security
subject to the lien of this indenture and upon the trusts herein
declared.
All consolidated mortgage bonds issued under any of the
provisions of this article shall be so issued only after the can¬
cellation by the Trust Company of all matured coupons
thereon.
All the consolidated mortgage bonds shall be signed, and
the corporate seal of the mortgagor thereto affixed shall be
attested by such officers of the mortgagor as from time to time
shall be thereunto authorized by resolution of the board of
directors of the mortgagor. In case the officers who shall have
signed and sealed any of the consolidated mortgage bonds shall
cease to be such officers of the mortgagor after the delivery of
19
such bonds for certification, but before the bonds so signed
and sealed shall have been actually certified and delivered by
the Trust Company, such bonds may, nevertheless, upon the
request of the mortgagor, be issued, certified and delivered as
herein provided, as tiiough the persons who signed and sealed
such bonds had not ceased to be officers of the mortgagor.
The coupons to be attached to the consolidated mortgage
bonds shall be authenticated by the engraved signature of the
present treasurer, or of any future treasurer of the mortgagor, so
that the mortgagor may adopt and use for that purpose the
engraved signature of any such treasurer notwithstanding the
fact that he may have ceased to be the treasurer of the mortgagor
at the time when such bonds shall be actually certified and de¬
livered.
In case any consolidated mortgage bonds, with the coupons
thereto appertaining, shall become mutilated or be destroyed
or lost, the mortgagor may, in its discretion, issue, and the
Trust Company may thereupon, in its discretion, certify, a new
bond of like tenor and date, bearing the same serial number, in
exchange and substitution for the bond and coupons mutilated,
upon cancellation thereof, or in lieu of, and in exchange and
substitution for, the bond and coupons destroyed or lost, upon
the holder filing with the Trust Company satisfactory evidence
that such bond and coupons were destroyed or lost and of his
ownership thereof, and furnishing the mortgagor and the Trust
Company with satisfactory indemnity.
Second. If the said.sums of money in the consolidated mort¬
gage bonds mentioned, as well the principal as the interest
thereof, shall be well and truly paid at the times and in the
manner therein expressed, according to the tenor and effect
thereof, then and in such case the estate, right, title and interest
of the Trustees, their successors in the trust and their assigns,
shall cease, determine and become void, and upon proof being
given to the reasonable satisfaction of the Trustees that all the
20
consolidated mortgage bonds at any time issued have been paid
off or satisfied, and upon payment of all costs, charges and ex¬
penses incurred by the Trustees in relation thereto, the Trustees
shall assign and deliver to the mortgagor or its assigns all bonds
and stocks pledged or assigned to the Trustees hereunder, and
all bonds received in exchange for consolidated mortgage bonds
and then held by the Trustees uncanceled, and shall cancel and
satisfy this indenture of record. Provided, however, that the
mortgagor or its assigns shall have the right, on the maturity of
the consolidated mortgage bonds, to deposit with The Mer¬
cantile Trust Company or its successor in the trust to the credit
of the holder or holders of all consolidated mortgage bonds which
shall not within three months after maturity be presented to
the mortgagor for payment, the amount due thereon for prin¬
cipal and interest, and thereupon the Trustees shall so deliver to
the mortgagor or its assigns said bonds and stocks pledged or
assigned to the Trustees hereunder, and any exchanged bonds
then held by the Trustees uncanceled, and shall cancel and
satisfy this indenture of record, and in case the owner of any
such outstanding and unpaid consolidated mortgage bond shall
not, within five years after such deposit, claim the amount so
deposited for payment thereof, said Trust Company shall upon
demand pay over such amount so deposited to the mortgagor.
Third. So long as default shall not be made in the payment
of either the principal or the interest of any of the consolidated
mortgage bonds as the same shall become due and payable,
and so long as the mortgagor, its successors and assigns shall
well and truly pay, observe, keep and p'erform all the terms,
covenants, conditions, provisos and agreements in the consoli¬
dated mortgage bonds, and in this indenture contained and set
forth, to be by it and them paid, observed, kept and per¬
formed, the mortgagor, its successors and assigns, shall be
entitled to retain the possession, operation, management and
use of the mortgaged premises, and to receive the tolls, rents,
income and profits thereof.
21
Fourth. When and as any of the bonds or obligations or
the certificates of any of the shares of stock which the mort¬
gagor has by this indenture assigned or agreed to assign and
transfer to the Trustees, shall come into the possession of the
mortgagor or under its control, the mortgagor shall forthwith
deliver the same to the Trustees, together with proper
instruments of assignment and transfer thereof in blank ; ex¬
cepting, however, that the mortgagor, for the purpose of main¬
taining and preserving the corporate organization of said com¬
panies, may reserve so many of said shares as shall be proper
in order to qualify the persons who shall be chosen directors of
said companies. Said certificates, when 'delivered to the Trus¬
tees, shall, without transfer to the names of the Trustees, be
stamped or marked as held in trust under the provisions of
this indenture.
The Trustees are authorized, in their discretion, to cause to
be registered in the name of the Trust Company, as Trustee,
any and all coupon bonds which the Trustees shall receive
as security, under any of the provisions of this indenture,
or they may cause the same to be exchanged for registered
bonds, without coupons, of any denomination.
The Trustees are also authorized in their discretion to cause
to be transferred into the name of the Trust Company, as
Trustee hereunder, all registered bonds and all shares of stock
which shall be delivered to the Trustees, or which they shall re¬
ceive as security hereunder. If, in any case, the Trust Company
shall be advised that to transfer any shares of stock into its
own name, would subject it to liability as a stockholder, the
Trustees and the mortgagor shall have authority to make any
other or additional transfers and arrangements for carrying out
the purposes of this indenture and protecting the lien hereby
intended to be created upon such shares, without undue
liability to the Trust Company.
Unless the mortgagor shall be in default in the payment of
the principal or interest of some of the consolidated mortgage
22
bonds, or some part of such principal and interest, or unless a
receiver of the mortgaged property and premises shall have
been appointed, or unless the Trustees shall be in possession
thereof under the power of entry hereinafter conferred, or by
the voluntary action of the mortgagor, or unless there shall
be a subsisting default in the payment of the interest or prin¬
cipal of some of the bonds specified in subdivision (e) of the
first article hereof or some part thereof, the Trustees shall not
collect, or be entitled to collect, except upon the request
of the mortgagor, the interest on any of the bonds pledged
or assigned to the Trustees under any of the provisions
of this indenture, but the mortgagor shall be entitled to
receive the interest paid on any such bonds and the
dividends declared in respect of any stocks pledged or
assigned to the Trustees pursuant to any of the provisions
of this indenture, and the Trustees shall at once pay over to
the mortgagor any such interest and dividends collected or
received by the Trustees, and from time to time, upon the
request of the mortgagor, shall deliver to it the coupons for
such interest in order that the mortgagor may receive payment
thereof for its own use, and shall deliver to the mortgagor
suitable orders in favor of the mortgagor or its nominee for
the payment of the dividends on any stock standing in the
name of either Trustee, and the mortgagor may, with the
assent of the Trustees, collect such coupons and dividends
in any manner which the Trustees shall deem not to be preju¬
dicial to the trust hereunder.
Provided, however : (1) that the mortgagor shall in no event
be entitled to receive, and the Trustees shall in no event pay
over to the mortgagor any interest on any of the bonds pledged
or assigned to the Trustees hereunder which shall be collected
or paid out of the proceeds of the sale of any property covered
by a mortgage securing such bonds by enforcement of the lien
of such mortgage, or out of the proceeds of the sale of the
property of the company liable upon such bonds in case of a
23
liquidation or dissolution of such company ; (2) that the
mortgagor shall not sell, assign or transfer any of such coupons
or dividend claims delivered or asigned to it ; (3) that the
mortgagor shall not collect any such coupons by legal proceed¬
ings or by enforcement of any security for such coupons, except
with the assent of the Trustees, nor in any manner which the
Trustees shall deem prejudicial to the trust hereunder; and
(4) that until actually paid and discharged, such coupons and
dividend claims shall remain subject in all respects to the
lien of this indenture.
If any such coupons delivered to it as aforesaid shall not
be forthwith voluntarily paid as aforesaid and canceled, the
mortgagor shall and will return the same to the Trustees, and
in case of the payment of such coupons, upon demand of the
Trustees, furnish satisfactory evidence that the same have been
canceled.
Fifth. Unless the mortgagor shall be in default in the pay¬
ment of the interest or principal of some of the consolidated
mortgage bonds, or some part of such principal or interest, or
unless a receiver of the mortgaged premises shall have been
appointed, or unless the Trustees shall be in possession thereof
under the power of entry hereinafter conferred, or by the
voluntary action of the mortgagor, or irnless there shall be a
subsisting default in the payment of the interest or the prin¬
cipal of some of the bonds specified in subdivision (e) of the
first article of this indenture, or some part thereof, the mort¬
gagor shall have the right to vote upon all shares of stock pledged
or assigned to the Trustees hereunder for all purposes not in¬
consistent with the provisions or purposes of this indenture, and
the Trustees shall from time to time on demand of the mortgagor,
cause to be executed and delivered to the mortgagor, or its
nominee, suitable powers of attorney to vote upon such shares,
but not to authorize the increase of the capital stock, or the
creation of any indebtedness for money borrowed, or the issue of
any bonds of any such company, or the creation of any
24
mortgage or lien upon its property, except as hereinafter pro¬
vided ; nor to authorize any consolidation or merger of any
such company or sale or lease of its property, except as here¬
inafter set forth.
Sixth. The Trustees may at any time do whatever may be
necessary for the purpose of maintaining or preserving the
corporate existence of any of the companies whose capital stock
is pledged or assigned to the Trustees hereunder, and for that
purpose the Trustees may, and upon request of the mortgagor
(not being in default hereunder) shall assign and transfer so many
shares of stock of any of the several companies whose shares of
stock shall be assigned to the Trustees, as may be necessary to
qualify persons who may be chosen directors of said companies ;
but the Trustees may in such case in their discretion require the
persons to whom such shares are transferred to agree to resell
the same or to pledge the certificates therefor under this inden¬
ture, and may make such other arrangements as they shall
deem necessary for the protection of the trust hereunder.
Seventh. The Trustees may at any time in their discretion,
and if requested by the mortgagor (not being in default here¬
under) shall consent to the extension or renewal of any of the
said several bonds pledged or assigned to, 01* which shall here¬
after be pledged or assigned to the Trustees aud of the mort¬
gages securing the same, and in case of tha renewal of any of
said bonds, the Trustees may surrender the said bonds to the
company issuing the same, or its successor, and receive in
lieu thereof renewal bonds bearing such interest and maturing
at such time as the Trustees may deem reasonable ; provided
that such extended or renewal bonds shall be secured by, and
represent, an equal or superior lien and charge upon the same
property as the bonds renewed or extended, of which fact
the certificate of the counsel of the mortgagor shall be evi¬
dence to warrant the Trustees in acting in accordance there¬
with. All bonds received in exchange for, or in renewal of, the
25
said several bonds heretofore mentioned, pledged with, or
assigned to, or which may hereafter be pledged with, or assigned
to, the Trustees, shall be held by the Trustees subject to the
lien and to all the terms and provisions of this indenture, in
the same manner and to the same extent as the bonds in
exchange for which, or in renewal of which, they were
received.
Eighth. The railroad and property of the St. Louis,
Arkansas and Texas Railroad Company (of Missouri), of the St.
Louis, Arkansas and Texas Kailroad Company (of Arkansas),
of the St. Louis, Wichita and Western Railway Company
and of the Joplin Railroad Company, bonds of each of which
are pledged and assigned to the Trustees hereunder, have
become vested in the mortgagor and are subject to the
lien of this indenture. Whenever said railroad and property
formerly of any of said companies shall be free from any
charge or lien prior to the lien of this indenture except
bonds of such company then pledged with the Trustees,
or whenever the railroad and property of any other com¬
pany shall become vested in the mortgagor and made sub¬
ject to the lien of this indenture, free from any charge or lien
prior thereto, except bonds of such other company then
pledged with the Trustees, the Trustees, upon request of the
mortgagor, shall cause such bonds to be canceled and any
mortgage securing the same to be satisfied of record.
The certificate of the president or other executive officer of
the mortgagor and of the treasurer of the mortgagor, under the
corporate seal of the mortgagor, as to any facts pertinent to
said action of the Trustees under this article shall, as regards
the Trustees, be conclusive evidence of such facts and full
authority for the action of the Trustees in accordance therewith.
Ninth. The pledge or assignment hereunder of any shares
of stock of any company or companies shall not prevent the
consolidation or merger of any one or more of said companies
26
with the mortgagor, or with any other company of whose
capital stock not less than ninety per cent, shall then be
owned by the mortgagor and be pledged with or assigned to
the Trustees hereunder, or the sale of the property of any
such company to the mortgagor, or to any such other com¬
pany, of whose capital stock not less than ninety per cent,
shall then be owned by the mortgagor and pledged
with or assigned to the Trustees hereunder but such con¬
solidation, merger or sale may be made under any laws to
which such companies may then be subject, anything in this
indenture contained to the contrary notwithstanding. In the
event of the consolidation or merger of any one or more of
the said companies with, or its sale to, the mortgagor, this
indenture shall immediately become and be a lien upon the
property of the company so consolidated or merged with, or
sold to, the mortgagor, with the same force and effect as
if expressly conveyed by this indenture, and the holders of
the consolidated mortgage bonds shall always have as full and
complete a lien upon such property as that herein created by the
pledge or assignment of the stock and bonds of such constituent
companies to the Trustees hereunder.
In the event of the consolidation of any such companies
with each other, the portion of the capital stock of any such
consolidated or merging company (but never less than a
majority thereof), issued for and in lieu of any stock previously
pledged or assigned hereunder, shall always bear to the total
capital stock a proportionate relation at least as high as that
borne by such previously pledged stock to the total capital stock
of such constituent companies. Such portion of such stock of
such consolidated or merging company shall be pledged with
or assigned to the Trustees, and shall become and be subject
to the lien of this indenture with the same force and effect as
if expressly assigned by this indenture ; and the holders of
the consolidated mortgage bonds shall always have a lien
upon such portion of such stock of such consolidated or merg-
27
ing company as full and complete as upon tlie stock and bonds
of such constituent companies by reason of the pledge or as¬
signment thereof hereunder.
The Trustees may do any and all things proper to carry
into effect the purposes of this section, and to facilitate such
consolidation or merger in whole or in part, as authorized by
law, of any such companies.
Tenth. All lines of railway and property of every kind, and
all interest therein, when and as and to the extent hereafter
acquired, as herein provided, out of or from consolidated mort¬
gage bonds or the proceeds of consolidated mortgage bonds, or
otherwise acquired pursuant to the provisions hereof, shall,
without any further conveyance or assignment, immediately
upon such acquisition, become and be subject to the lien of
this indenture as fully and completely as though now owned by
the mortgagor, and expressly and specifically conveyed by, and
embraced in, the granting clauses of this indenture ; and the
mortgagor shall and will execute and deliver any and all such
further assurances or conveyances as the Trustees may
reasonably direct or require, for the purpose of expressly and
specifically subjecting the same to the lien of this indenture.
The mortgagor shall and will, upon demand of the Trustees,
from time to time, grant and transfer unto the Trustees all real
and personal estate, corporate rights and franchises which in any
way or manner it shall acquire as appurtenant to, or in, or for use
upon, or for the business of any railroad or any leasehold estate
hereby conveyed (including all railroads and leasehold estates
which shall hereafter become subject to the lien of this inden¬
ture). or of any railroad of which any stocks or bonds ai-e or shall
be pledged hereunder ; and it 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, bills of
sale and transfers and assurances in the law, for the better as¬
suring, conveying and confirming unto the Trustees, all and
28
singular the hereditaments and premises, estates and property
hereby conveyed, or intended to be conveyed to the Trustees, as
they, or their counsel learned in the law, shall reasonably require
for better effectuating and carrying out the provisions, objects
and purposes of this indenture, and for securing the payment of
the principal and interest of the consolidated mortgage bonds.
Eleventh. If one or more of the following events, here¬
inafter called the events of default, shall happen, that is
to say :
(a) default shall be made in the payment of any
installment of interest on any of the consolidated mort¬
gage bonds when and as the same shall become payable
as therein and herein expressed, and such default shall
continue for the space of six months, or default shall be
made in the payment of the principal of any of said
bonds when the same shall become due and payable ;
(b) default shall be made in the payment, observ¬
ance or performance of any other of the covenants, con¬
ditions and agreements on the part of the mortgagor, its
successors or assigns, in the consolidated mortgage
bonds or in this indenture contained, either express
or implied, and such default shall continue for the space
of three months ;
(c) an order shall be made for the appointment of
a receiver of the mortgagor or of the mortgaged property,
or for the winding up or liquidation of the business and
affairs of the mortgagor, or proper corporate action shall
be taken on the part of the mortgagor for either of the
purposes aforesaid ;
(ot) default shall be made in the payment of any in¬
stallment of interest on any of the bonds specified in
subdivision (e) of the first article of this indenture,
or in the payment of the principal of any of said bonds
when the same shall become due and payable, or in the
29
payment, observance or performance of any otlxer of the
covenants, conditions and agreements in said bonds or in
the indenture of mortgage or deed of trust securing the
same on the part of the obligor or mortgagor to be paid,
observed, kept or performed and such default shall have
continued for such period that by the terms of said
bonds or of said indenture of mortgage or deed of trust
securing the same, the security afforded by said indenture
of mortgage or deed of trust has become enforceable ;
the Trustees personally, or by their attorneys or agents, may in
their discretion and upon a requisition in writing, signed and
duly acknowledged by the holders of a third in amount of the
consolidated mortgage bonds then outstanding, or upon such
requisition thereunto, signed, duly acknowledged and verified
by the agents of such holders, duly authorized in writing (the
ownership of said bonds to be verified by affidavit or otherwise
to the reasonable satisfaction of the Trustees), and upon receiv¬
ing a proper indemnity against all costs, expenses and charges,
shall enter into and upon all and singular the premises and
property hereby conveyed or intended to be (which collect¬
ively are hereinafter called the mortgaged premises), and each
and every part thereof, and shall, after such entry and until
the same shall be sold or surrendered to the mortgagor, its
successors or assigns, as hereinafter provided, use, manage and
operate the same by their superintendents, managers and serv¬
ants or other attorneys or agents, making from time to time all
repairs and replacements as may seem to them judicious, and
collect and receive all earnings, issues and profits of the same
and every part thereof, and after deducting therefrom the ex¬
penses of operating the same and conducting the business
thereof, and of the said repairs and replacements, and all lawful
demands which may be made for taxes, assessments, charges or
liens prior to the lien of this indenture upon the mortgaged
premises or any part thereof, as well as just compensation for
30
their own services and for the services of such attorneys, counsel
and agents as may have been by tliem employed, shall apply the
moneys arising as aforesaid first to the payment of the interest
on the consolidated mortgage bonds, in the order in which the
installments of such interest shall have or shall become due,
ratably to the persons holding the coupons evidencing the
right to such interest ; and, after the payment of all such inter¬
est and the payment and fulfillment of all the other covenants,
conditions, provisos and agreements of the consolidated mort¬
gage bonds and of this indenture to be by the mortgagor, its
successors or assigns, paid, observed, kept and performed, any
surplus remaining shall be held by the Trustees, upon trust, if
possession shall not be restored to the mortgagor, as next here¬
inafter mentioned, as additional security for the consolidated
mortgage bonds, and to be held and applied accordingly in
the like manner as the net proceeds of a sale of the mortgaged
premises ; but, if possession shall be restored to the mort¬
gagor, as next hereinafter mentioned, then upon trust to pay
the same to the mortgagor, its successors or assigns.
After the payment of all interest due and the payment and
fulfillment as aforesaid of all said covenants, conditions, provisos
and agreements, the Trustees shall, if no proceedings be then
pending for the foreclosure or sale of the mortgaged premises,
relinquish and restore the same to the mortgagor, its succes¬
sors or assigns, to be held subject to the terms and conditions
of this indenture, which shall, in like manner, apply in respect
to all subsequent defaults.
The mortgagor, its successors and assigns, upon the happen¬
ing of any event of default as herein specified, shall and will
immediately, upon demand made, deliver, surrender and yield
up the mortgaged premises to the Trustees, who are hereby
constituted its and their irrevocable attorney, with power to
enter upon and take possession of the mortgaged premises
immediately upon the happening of any event of defairlt as
aforesaid; such entry by the Trustees into the trust property
31
shall be by the full license of the mortgagor, its successors
and assigns, and the Trustees are hereby authorized to use all
necessary and reasonable force and means to obtain and hold
such possession without being compelled to resort to any
writ of entry or action of forcible detainer or any other
legal proceedings.
Twelfth. If one or more of the events of default shall
happen, the Trustees may, in their discretion, and upon the
requisition of the holders of a third in amount of the con¬
solidated mortgage bonds then outstanding, shall, if the same
be not already due and payable, declare the principal
of all the consolidated mortgage bonds to be forthwith
dire and payable, without notice to the mortgagor, anything in
said bonds or herein contained to the contrary notwithstand¬
ing ; such requisition may be evidenced by an instrument in
writing duly signed and acknowledged by persons proved by
affidavit or otherwise to the reasonable satisfaction of the
Trustees, to be the owners of a third in amount of the con¬
solidated mortgage bonds then outstanding, or by their
representatives duly authorized in writing. If the principal
of the consolidated mortgage bonds shall become due and
payable by reason of the happening of any event of default,
as aforesaid, or at maturity, and shall not be paid according to
the tenor thereof, the Trustees may in their discretion and upon
the requisition in writing, signed and acknowledged as herein¬
before provided by persons proved as hereinbefore described,
to be the holders of a third in amount of the consolidated
mortgage bonds then outstanding, or by their representatives
duly authorized in writing, which may be combined with the
request to declare due the principal of said bonds, and upon a
tender of a proper indemnity against any and all costs and
expenses, outlays and counsel fees, and other reasonable dis¬
bursements for which they may become liable or responsible in
proceeding to carry out such request, after entry as aforesaid,
or without entry, personally or by attorneys or agents, shall
32
forthwith proceed, and are hereby authorized and empowered
to sell and dispose of all and singular the mortgaged prem¬
ises, at public auction, at some suitable and convenient
place in the City of St. Louis, in the State of Missouri,
or in the City of New York, in the State of New York,
in the discretion of the Trustees, first giving public notice
of such sale by advertisement in three newspapers, two
published in said City of St. Louis, and one in said City
of New York, once in each week for six successive weeks.
Said sale may from time to time be adjourned by the Trustees
in their discretion without further notice. Such sale shall be
made to the highest bidder, and the Trustees shall, upon com¬
pliance by him with the conditions thereof, convey to such
bidder the mortgaged premises, free from all the trusts hereby
declared. Such sale and conveyance so made shall be an ab¬
solute and final bar to the mortgagor, its successors and assigns,
and to all right and equity of redemption in and to the mort¬
gaged premises, or any portion thereof, and to all persons
claiming or to claim the same under the mortgagor.
After deducting from the proceeds of such sale just
allowances for all expenses thereof, including attorneys' and
counsel fees and all other expenses, advances or liabilities
which may have been made or incurred by the Trustees in
operating or maintaining the mortgaged premises, or in man¬
aging the same while in possession thereof, and all payments
which may have been, made by them for taxes, assessments,
charges and .liens prior to the lien of this indenture on the
mortgaged premises 01 any part thereof, all of which payments
are hereby authorized, as well as compensation for their own
services, the Trustees shall apply said purchase money to
the payment of the principal and interest of the consolidated
mortgage bonds without preference or priority of principal
over interest or interest over principal or of any instalment of
interest over any other instalment.
If, after the payment of the principal and interest of all
33
the consolidated mortgage bonds, any surplus sliall remain, the
Trustees shall pay over, account for and deliver any such sur¬
plus or remainder to the mortgagor, its successor or assigns,
or dispose of the same as any court of competent jurisdiction
may direct. The receipt of the Trustees shall be a sufficient
discharge to the purchaser for the purchase money, and such
purchaser shall not, after the payment of the said purchase
money to the Trustees, and obtaining their receipt therefor, be
answerable for its due application upon and for the trusts and
purposes of this indenture, or in any manner whatever for any
loss, misapplication or non-application of such purchase money,
or any part thereof, or be obliged to inquire into the necessity,
expediency or authority for any such sale.
At any sale of the mortgaged premises or any part thereof,
made to enforce the lien created by this indenture, pursuant
to the powers herein granted or by judicial authority, the Trus¬
tees may bid for and purchase, or cause to be bidden for and
purchased on behalf of the holders of the consolidated
mortgage bonds then outstanding, in the proportion of the
respective interests of such holders, the property so sold,
provided that if all the mortgaged premises be sold as
aforesaid, the price at which the purchase hereby authorized
may be made, shall not exceed the whole amount of the con¬
solidated mortgage bonds then outstanding, with the interest
accrued thereon, in behalf of which the said purchase shall
be made, together with the costs and expenses of such sale ;
and if but a portion of the mortgaged ¡premises shall be sold,
the price shall not exceed such amount as shall be in the judg¬
ment of the Trustees, reasonable. Nothing in this provision
contained shall in anywise prohibit or forbid any holder of
consolidated mortgage bonds from bidding at such sale, or
from purchasing the mortgaged premises or any part thereof
upon such sale ; but any holder of consolidated mortgage bonds
may purchase the mortgaged premises at any such sale, and in
the event of such purchase by him he shall be allowed credit,
34
as so much cash paid, for so much of the purchase money as
shall be a proper share or dividend to which the consoli¬
dated mortgage bonds held by him, shall be entitled from the
purchase price.
Upon any sale being made of the mortgaged premises,
either by the Trustees under the express power herein con¬
ferred, or under judgment or decree for the foreclosure of this
indenture, the principal of all the consolidated mortgage bonds
then outstanding, if not already due and payable, shall at once
become and be due and payable.
No coupon for interest which in any way, on or
after the date of maturity thereof, shall be assigned, trans¬
ferred or pledged separate and apart from the consolidated
mortgage bond to which it relates, shall, unless accompanied
by such bond, be entitled, in case of default hereunder, to the
benefit or security of this indenture, except subject to the
prior payment in full of the principal of all the consolidated
mortgage bonds outstanding, and of all coupons and claims
for interest on all the consolidated mortgage bonds not so as¬
signed, transferred or pledged.
Thirteenth. The Trustees may, in their discretion, accept
possession of the mortgaged premises, although one of the events
of default aforesaid shall not have happened, if the mortgagor
shall offer to give up possession thereof to the Trustees, and
may thereupon manage and operate the mortgaged premises
and collect the income and earnings thereof and apply the net
income and earnings thereof as hereinbefore provided, in case
of an entry by the Trustees into the mortgaged premises after
the happening of an event of default, and may, if thereunto
required by two-thirds in amount of the holders of the con¬
solidated mortgage bonds outstanding, to be evidenced by an
instrument in writing under the hands of such holders, or their
attorneys thereunto duly authorized, accept, at any time after
the happening of an event of default, a release of the property
embraced in this indenture for no more than the sum remain-
35
ing due on the security hereof, and thereafter, in that event,
shall hold the mortgaged premises free from all the trusts
hereof, for the common benefit of all the owners of the con¬
solidated mortgage bonds in proportion to the respective
interests of such owners.
Fourteenth. Subject as in this indenture provided, the
Trustees may, in their discretion, in respect of bonds pledged
or assigned to them under the provisions of this indenture
or received in exchange for consolidated mortgage bonds,
exercise any and every right conferred upon the holders
thereof by said bonds, or by the trust deeds securing the same,
and may, in their discretion, resort to an}' proceedings, legal
or equitable, in their judgment necessary or expedient for the
enforcement or realization of the security afforded by said re¬
spective trust deeds.
Fifteenth. The Trustees may, in their discretion, resort to
any proceedings, legal or equitable, in their judgment necessary
or expedient for the enforcement of the security afforded by
this indenture, and any remedies specially conferred by any of
the provisions of this indenture shall be deemed cumulative
and not exclusive.
Sixteenth. Whenever there shall be furnished to the
Trustees a written request of the mortgagor, with a copy
of a resolution of its board of directors approving such
request, the Trustees, from time to time, shall release from
the lien and operation of this indenture, to persons des¬
ignated by the mortgagor, any portion of the mortgaged
premises appurtenant to any line of railroad subject to
the lien hereof, or acquired or held by the mortgagor
for any purpose incidental to the operation thereof,
which in the judgment of the mortgagor shall,
at the time of such release, be no longer requisite for
use for the purposes for which the same shall have been
36
so acquired or used, or necessary or expedient to be
retained for use in connection with the mortgaged prem¬
ises, and likewise any parts of the tracks, sidings or roadway,
which may have been thrown out of use and ceased to
form part of the railroads operated by the mortgagor at the
time of such release by reason of straightening or alteration of
the line of road or other satisfactory cause ; but the power of
release given by this article is designed to be exercised
only in case the mortgagor shall sell or exchange for other
property, the property so to be released, because the same
shall be no longer required for the uses or purposes of its rail¬
road or business, or because the sale thereof, or the exchange
thereof for other property, is necessary or advantageous for any
cause, and in order to give a clear title to the purchaser
or purchasers.
The mortgagor covenants that the proceeds of any
such sale, and any moneys received upon the taking of
any property subject to this indenture by exercise of
the power of eminent domain, shall be invested in the
purchase of other property, real or personal, which shall be
conveyed by the mortgagor to the Trustees, subject to all
the trusts declared in this indenture ; or in betterments or im¬
provements, or in some other way, for the benefit of the
mortgaged premises to the satisfaction of the Trustees, or shall
be applied to the redemption by the Trustees of the consoli¬
dated mortgage bonds. When such released premises shall
have been thrown out of use or shall have ceased to be
required, by reason of changes of the line of the road, or
changes of depot grounds, buildings or other accommodations,
the mortgagor covenants that the substitutes therefor acquired
by the mortgagor, shall at once become and be subject to the
lien of this indenture, the same as though specifically granted
iu this indenture, and that such premises shall be conveyed to
the Trustees by appropriate deeds upon the trusts and for the
purposes of this indenture.
37
The mortgagor shall also have full power, according to its
discretion, to dispose, from time to time, of such portion of the
machinery, equipment, implements, furniture, materials and
supplies at any time held by it subject to the lien hereof, as
may have become unfit or undesirable for use in connection
with said railroads, replacing the same by new machinery,
equipment or implements, furniture, materials and supplies,
which shall become subject to the lien of this indenture.
The lands and interests in lands described in the seventh sub¬
division of the granting clause hereof and constituting part of
the Atlantic and Pacific land grant are subject to the mortgage
known as the A B and C mortgage of the St. Louis and San Fran¬
cisco Railway Company, and the proceeds of said lands are
primarily applicable to the payment of the principal and inter¬
est of the bonds secured by said mortgage, and any of said lands
remaining after the payment of all said bonds become subject to
the general mortgage of said Railway Company. The mortgagor
shall have full power, according to its discretion, to dispose, from
time to time, free from the lien of this indenture, of any of said
lands, the mortgagor covenanting that the net proceeds of said
lands sold by it shall be applied by it exclusively to the pay¬
ment of the principal and interest of said A. B. and C. bonds
and thereafter of said general mortgage bonds.
In no event shall any purchaser or purchasers of any
property sold or disposed of under any provision of this
article, be required to see to the application of the purchase
money.
The mortgagor may, at any time, cancel, or make any alter¬
ations in, or substitutions of, any leases, operating, traffic or
other contracts or trackage rights owned by it, which in the
opinion of the mortgagor shall be necessary or for the benefit
of the mortgaged premises ; but in any such event the modified,
altered or substituted leases, contracts, or trackage rights,
shall be and forthwith become subject to the terms of
this indenture in the same manner as those previously
existing.
38
The certificate of the president and of some other executive
officer of the mortgagor, may be received by the Trustees as
sufficient evidence of any of the facts mentioned in this article,
and shall be full warrant to the Trustees for any action taken by
them on the faith thereof ; but the Trustees may in their discre¬
tion require such further and additional evidence as to them
may seem reasonable.
Seventeenth. Any amounts which may be received by the
Trustees in payment or on account of the principal of any of
the bonds pledged or assigned to them or which they may
receive under any of the provisions of this indenture, except
amounts received by the Trustees through the operation
of a sinking fund, as hereinabove in subdivision (ej of
the first article hereof set forth, and any amounts which
may be received by the Trustees (other than dividends out
of profits) in the course of the winding up or liquidation
of any company any of the stock of which is pledged or
assigned to them hereunder, in respect of the stock of such
company held by the Trustees, and any other amounts which
may be received by the Trustees and which under any of the
provisions of this indenture may otherwise be applicable to the
redemption of the consolidated mortgage bonds, may, at the
option of the mortgagor, instead of being so applied, be used
by the mortgagor in additions to, or betterments of or
improvements upon, along or appurtenant to the lines of
railway, terminals or other property which shall then be
subject to the lien of this indenture, or in the acquisition
of additional rolling stock, which shall be made subject to the
lien of this indenture, or in the construction or acquisition
of additional lines of railroad, which shall be made subject to
the lien of this indenture, or in the acquisition of bonds or
stock representative of such additional lines of railroad and
which shall be made subject to the lien of this indenture ; pro¬
vided, however, that no consolidated mortgage bonds shall be
39
issued under the provisions of subdivision (d) of the first
article hereof in respect of any additions, betterments or im¬
provements made or of any property acquired by such ap¬
plication thereto as aforesaid of amounts otherwise applicable
to the redemption of the consolidated mortgage bonds.
The certificate of the president or some other executive
officer of the mortgagor and of the treasurer of the mortgagor,
under its corporate seal, may be received by the Trustees as
sufficient evidence of any of the facts mentioned in this article,
and shall be full warrant to the Trustees for any action taken
by them on the faith thereof. The Trustees may, in their dis¬
cretion, require such further and additional evidence as to
them may seem reasonable.
Any amounts -which shall be applied by the Trustees toward
the redemption of the consolidated mortgage bonds shall be so
applied in the purchase of consolidated mortgage bonds in the
open market ; and all consolidated mortgage bonds so purchased
by the Trusteos under the provisions hereof shall not be kept
alive, but shall, on purchase, be canceled by the Trustees.
Eighteenth. The Trustees accept the trusts of this indent¬
ure, and agree to execute them upon the following terms and
conditions, to which the parties hereto mutually agree :
The Trustees may employ or advise with legal counsel
and the proper expenses thereof, and all other reason¬
able and proper charges and expenses of the Trustees,
including their compensation, shall be paid by the mort¬
gagor, its successors and assigns, as they are incurred
or otherwise, out of the trust estate, on which they are
hereby charged ; the Trustees may employ agents or
attorneys in fact ; and in case of the Trustees entering
upon and taking possession of the mortgaged premises
in consequence of the happening of an event of default,
or on the surrender thereof to the Trustees by the mort-
40
gagor, the Trustees may employ an agent or agents for
the performance of any such duties, acts and things
in and about taking and maintaining such posses¬
sion, and using, operating and managing the
mortgaged premises and collecting the income,
earnings and profits thereof, and making repairs
and replacements as above authorized ; and, provided
the Trustees shall exercise reasonable prudence and care
in the selection and employment of such agent or agents
for any such purposes, they shall not be responsible for
loss or damage in the premises caused by the act, neg¬
lect or default of such agent or agents, and shall be in¬
demnified against any liabilities incurred by them by
reason of the negligence of such agent or agents.
The Trustees shall be under no obligation to recog¬
nize any person or persons, firm or corporation, as
holder or holders of any of the consolidated mortgage
bonds, or to do or refrain from doing any act pursuant
to the request or demand of any person or persons, firm
or corporation, professing or claiming to be such holder
or holders of any of the consolidated mortgage bonds,
until such person or persons, firm or corporation, shall
have produced the said bond or bonds of which he or
they claim to be the owner and holder, and shall have
also indemnified the Trustees, to their reasonable satis¬
faction, against any and all costs, expenses, outlays,
counsel fees and other proper disbursements, and any
other liability growing out of the compliance by the
Trustees with such request or demand.
All the covenants, conditions, provisos and agree¬
ments herein contained may be specifically enforced by
any court of competent jurisdiction.
It shall be no part of the duty of the Trustees to
see to the recording or filing of this indenture or any
renewal of the tiling thereof, or, while not in possession
41
thereof, to insure the mortgaged premises, or pay any
taxes or assessments thereon.
All recitals, statements of fact and representations
herein contained, are made by the mortgagor or on its
behalf, and the Trustees assume no responsibility as to
the correctness of any recital, statement of fact or repre¬
sentation herein contained.
Neither Trustee shall be liable for any act, neglect
or default of the other, and the Trustees shall be liable
only for gross negligence or wilful or intentional default
in the execution of any duty or trust under this in¬
denture, and this condition or declaration shall not be in
any way restricted by any expressions herein contained,
providing for freedom of the Trustees from liability in
particular cases or under particular circumstances.
Either Trustee may resign and discharge itself or
himself of the trust created bvr this indenture by a
notice in writing to the mortgagor, its successors or
assigns, three months before such resignation shall take
effect, or such shorter time as may be accepted as
adequate notice ; and upon the due execution of proper
conveyances.
Nineteenth. The mortgagor, for itself, its successors and
assigns, covenants, promises and agrees to and with the Trustees
and tlieir successors in the trust as hereinafter in this article set
forth, namely :
The mortgagor will well and truly pay unto the law¬
ful owners and holders thereof, the consolidated mort¬
gage bonds, when and as the same shall become due and
payable, and likewise will well and truly pay all the in¬
terest which shall from time to time become due and
payable thereon.
The mortgagor will, during the continuance of this
42
security, carry on and conduct its business to advantage,
and will keep proper books of account and therein
make true and proper entries of all dealings and
transactions of, and in relation to, its said busi¬
ness ; and said books of account and all other docu¬
ments relating to the affairs of the mortgagor shall be
kept at the principal office of the mortgagor, or other
place or places where said books of account and
documents of a similar nature have heretofore been kept
or which shall be convenient for the purposes of said
business, and accessible to the Trustees, and the same
shall, at all reasonable times, be open to the inspection
of the Trustees and such person or persons as they shall
from time to time, in writing, for that purpose, appoint ;
and the mortgagor will, at all times during the contin¬
uance of this security, give to the Trustees, or such per¬
son or persons aforesaid, such information as any of
them shall require as to all matters relating to the said
business of the mortgagor or otherwise relating to its
affairs.
The mortgagor, its successors, will, at all times here¬
after, keep, at the office of the Trust Company for the timo
being trustee under this indenture, an agency in the City
of New York, and a book or books therein, which shall
serve as a register of such of the consolidated mortgage
bonds as shall be registered, in which shall be entered
the name and address of the holder of any of the
consolidated mortgage bonds which shall be registered
and the number of every of the registered consolidated
mortgage bonds held by him.
The mortgagor will at all times keep the Trustees
indemnified from and against all actions, proceedings,
costs, charges, claims and demands whatsoever which
may arise or be brought or made against the Trustees
in respect of the execution of the trusts hereby declared,
43
or in respect of any matter or thing done or omitted
(without the willful misconduct, neglect or default of
the Trustees) with respect to or relating to the premises.
The mortgagor shall properly maintain all rail¬
roads owned by it, and all other property at any
time covered by this mortgage, repairing, renew¬
ing and replacing the same as may be necessary, and
shall keep said railroads supplied with sufficient equip¬
ment and motive power, and shall properly operate said
railroads and preserve the franchises and rights and
privileges relating thereto, and shall keep all wooden
bridges and trestles and all buildings and furniture, cars
and other equipment, machinery tools and implements
at any time covered by this indenture properly insured
against loss or damage by fire. Should the mortgagor
fail to affect such insurance, the Trustees may insure
such property in like manner. The proceeds of any
policy of insurance shall be applied by the mortgagor to
the replacement or reconstruction of the destroyed or
damaged property, or otherwise for the benefit of the
mortgaged property or towards the redemption of the
consolidated mortgage bonds.
The mortgagor shall pay or cause to be paid,
when the same shall become due and payable, all
taxes, assessments, and governmental and other charges
lawfully imposed on any of said railroads or other prop¬
erty, or on said franchises, when the same shall become
due and payable, and shall not suffer any liens superior
to the lien of this indenture to be created or to attach
to any part of said railroads or other property or fran¬
chises, and shall not commit or suffer any waste
thereof. Should the mortgagor fail to pay such
tax, or any other tax, assessment, or governmental or
other charge, or suffer any such lien to attach to any of
said property or franchises, the Trustees may pay and
discharge the same.
44
The mortgagor shall repay on demand all moneys
expended by the Trustees for any insurance of prop¬
erty covered by this mortgage, or in the payment or
discharge of any tax, assessment or other charge, or of
any lien on any of said property or franchises, and shall
pay the Trustees a reasonable compensation for adminis¬
tering the trust created by this mortgage, and all
charges and expenses properly incurred by the Trustees
in connection therewith. Should the mortgagor fail
to repay such moneys or to pay such compensation
or charges or expenses, the same shall be paid to the
Trustees out of the proceeds of any sale of any of the
mortgaged property.
Except as herein expressly otherwise provided, the
mortgagor will not sell any bond or share of stock now or
hereafter assigned to the Trustees under this indenture,
nor pledge or agree to pledge, or hypothecate the same ex¬
cept subject to the prior lien hereof, nor by any voluntary
act part with the ownership and title of such stock, or any
part of such stock, or its equity of redemption therein,
or the voting power thereon, except subject as aforesaid,
and the mortgagor as such holder of such stock will not,
by affirmative vote, or by abstaining from voting, sanction
or permit any increase of the capital stock of any such
company, or the creation of any indebtedness of any
such company for money borrowed, or the issue of any
bonds by any such company, or the creation of any
mortgage or other lien upon its railroad or property,
unless effective provision be made so that the evidences
of such indebtedness, and all bonds and any such mort¬
gage or lien and all additional shares of such stock, or
such part of such additional shares as is proportionate
to the part of such capiital stock previously pledged
hereunder, shall immediately upon their creation and
issue be delivered by the mortgagor to the Trustees, to
45
be by them held, subject to all the trusts of this indent¬
ure, with the same effect as if such bonds and shares
had been assigned to them herein and at the time of the
making hereof, and all additional shares of stock so re¬
ceived and delivered shall be fully paid up and non¬
assessable.
Except as herein expressly otherwise provided, the
mortgagor, as such holder of such stock, will not,
by affirmative vote or by abstaining from voting,
sanction or permit any such company to sell or other¬
wise dispose of its railroad, or lease the same (unless
such lease be terminable by foreclosure of this mort¬
gage), except to the mortgagor, or to some other
company of whose capital stock not less than
ninety per cent, shall then be held by the mortgagor and
be pledged to the Trustees hereunder.
Any and all claims and indebtedness (other than
bonds or securities now or hereafter pledged or
assigned to the Trustees under any other provision
of this indenture) which the mortgagor now holds
or may hereafter acquire against any other company
of whose capital stock the majority in amount
issued shall have been pledged or assigned to the
Trustees hereunder, shall be and become subject to the
lien of this indenture, and the mortgagor will, if and
when requested in writing by the Trustees, execute to
the Trust Company appropriate assignments thereof ;
provided, however, that unless the mortgagor shall be in
default in the payment of some interest or some prin¬
cipal of any of the consolidated mortgage bonds, or
unless a receiver of the mortgaged premises shall have
been appointed, or unless the Trustees shall be in pos¬
session thereof under the power of entry by this inden¬
ture conferred, or by the voluntary surrender of posses¬
sion thereof by the mortgagor, or unless there shall be
46
a subsisting default in the payment of some interest or
some principal of some of the bonds specified in subdi¬
vision (e) of the first article hereof, the mortgagor shall
be entitled to receive payment of, and collect for its
own use, any such claim or indebtedness (other than
bonds or securities pledged or assigned to the Trustees
under any other provision of this indenture), out of the
earnings of the company liable thereon, and the Trus¬
tees, upon request of the mortgagor, shall exe¬
cute any reassignments or releases which may be re¬
quired for that purpose. But the mortgagor shall
not be entitled to enforce any such claims or in¬
debtedness by legal proceedings or otherwise, except
with the consent of the Trustees, nor in any manner
which in the opinion of the Trustees would be prejudicial
to the trust hereunder, and shall not be entitled to re¬
ceive or collect any sum payable on such claims or in¬
debtedness out of the property of the Company liable
thereon in case of liquidation or dissolution of such
Company ; nor shall the mortgagor sell, assign or
transfer any such claims or indebtedness, and all such
claims and indebtedness, until actually paid, shall re¬
main subject to the lien of this indenture.
Twentieth. The Mercantile Trust Company, or any suc¬
cessor to it, may be at any time removed from the trustee¬
ship under this indenture, by the holders of a majority in
amount of the consolidated mortgage bonds then outstand¬
ing, by an instrument in writing duly signed by them,
or their attorneys duly authorized. Upon removal, such
trustee shall be entitled to the payment of its reasonable
charges for the services rendered by it and the expenses in-
incurred by it in the management of the trust.
In case a vacancy shall at any time exist in the trusteeship
hereunder by reason of the resignation or removal of The
47
Mercantile Trust Company or of any successor to it, or in case
of a vacancy in the trusteeship now filled by The Mercantile
Trust Com]:)an}' otherwise lawfully occurring, the holders
of a majority in amount of the consolidated mortgage bonds
then outstanding, may, by written appointment under their re¬
spective hands, within thirty days after such vacancy shall
occur, name a new trustee, or, in default thereof, the mortgagor
may, by proper instrument in writing, name a new trustee.
Any trustee in succession to The Mercantile Trust Company
appointed under any of the provisions of this article, shall be a
trust company having an office in the City of New York.
The individual Trustee or any successor at any time
appointed in succession to him, may be at any time removed
by The Mercantile Trust Company or any trust company
appointed as trustee hereunder in succession to it, and his
successor be appointed by the trust company so acting for the
time being as trustee hereunder, to fill the vacancy occuring
by reason of such removal or by any other cause however
arising, by an instrument in writing under the common seal of
the trust company so acting as trustee hereunder for the time
being. Such appointment may be made from time to time, as
often, during the continuance of this trust, as occasion may
require.
The due appointment of a trustee or trustees as herein
provided shall be effectual to vest in such trustee or
trustees the appropriate authority, rights, powers and duties
herein provided in that behalf, without any new deed or
conveyance, and upon the death, resignation or removal of any
trustee all the estate, right, title and interest of such trustee
in the mortgaged property shall wholly cease and determine ;
but, nevertheless, the mortgagor, its successors and assigns,
will, in any and every such case, execute, upon request, any such
deeds, conveyances or assurances as shall, in the judgment of
the trustee so appointed, be desirable or necessary to enable
the trustee so appointed, to execute the trusts hereby created
48
as fully and completely as if such appointed trustee had been
originally a trustee ; and, in every case of resignation by a
trustee or of removal of a trustee, the trustee so resigning
or removed shall make and execute such deeds, conveyances
or assurances to its or his successor. All the conveyances
hereinbefore provided shall be at the cost of the mortgagor,
its successors or assigns.
Until the principal moneys secured by the consolidated mort¬
gage bonds, or some or one of them, shall become payable
under the provisions therein or herein contained, or until the
Trustees shall, under the provisions hereof, become entitled to
enter upon the mortgaged premises, The Mercantile Trust Com¬
pany or any trust company appointed trastee hereunder in suc¬
cession to it, may solely have and exercise the powers, and shall
solely be charged with the performance of the duties hereinbe¬
fore declared on the part of the Trustees to be had and exercised
or to be performed, including the right to declare due the prin¬
cipal of the consolidated mortgage bonds. Any request in
writing by The Mercantile Trust Company, or any trust com¬
pany appointed in succession to it, to the individual Trustee
hereunder, or any trustee appointed in succession to him, shall
be sufficient warrant for the individual Trustee or his successor
taking such action as may be so requested. Such individual
Trustee or any successor, may delegate to his co-trustee the
exercise of any power, discretionary or otherwise, conferred by
any of the provisions of this indenture.
Twenty-first. Upon filing a bill in equity, or upon com¬
mencement of any other judicial proceedings to enforce any
right of the Trustees, or of the bondholders under this indenture,
the Trustees shall be entitled to exercise the right of entry
herein conferred, and also any and all other rights and powers
herein and hereby conferred and provided to be exercised by
the Trustees upon the occurrence and continuance of an event of
default as hereinbefore provided, and as matter of right, the
49
Trastees shall be entitled to the appointment of a receiver or
receivers of the mortgaged premises and of the earnings, in¬
come, revenue, rents, issues aud profits thereof, with such powers
as the court making such appointment shall confer ; provided,
however, that the Trustees shall be entitled at all times to con¬
tinue to hold the stocks, bonds and other securities pledged or
assigned to them hereunder.
Upon application of the Trustees, and with the consent
of the mortgagor if an event of default shall not have hap¬
pened, and without such consent if an event of default shall
have happened, a receiver or receivers may be appointed
to take possession of, and to operate and manage the whole or
any part of the mortgaged premises, wheresoever the same
may be situated, with all the rights, powers and duties
by this section conferred upon the Trustees, and the mort¬
gagor shall transfer and deliver to such receiver or re¬
ceivers, all such premises and property wheresoever the same
may be situated, except that the Trustees at all times shall be
entitled to continue to hold the stocks, bonds and other securi¬
ties pledged or assigned to them hereunder ; and in every case
in which a receiver or receivers of the whole or any part of the
said property shall be appointed, under this section or other¬
wise, the Trustees shall be entitled to receive all the surplus
income and profits of such property for the benefit of the
holders of the consolidated mortgage bonds.
Twenty-second. All the consolidated mortgage bonds shall
be subject to the condition, that every right of action, at law or
in equity, upon any of said bonds or any of the coupons
annexed thereto, or growing out of any provision thereof or of
this indenture, including the right to foreclose this indenture,
is vested exclusively in the Trustees until the Trustees shall
refuse or neglect to begin foreclosure or other appropriate
proceeding in a proper court, by way of remedy, within a
reasonable time after request of the holders of the greater
50
part in amount of the consolidated mortgage bonds then out¬
standing, filed with the Trustees, with offer of reasonable
indemnity.
Twenty-third. As the coupons annexed to the consoli¬
dated mortgage bonds are paid, they shall be canceled, and no
purchase of any coupons, nor any advance or loan thereof,
nor redemption thereof, by or on behalf of the mortgagor,
after the same shall have been detached from the bonds to
which they belong, shall keep such coupons alive or preserve
their lien upon the mortgaged premises.
Twenty-fourth. For the payment of the consolidated mort¬
gage bonds and interest thereon, the mortgagor is solely liable
in personam, and any deficiency, after exhausting the mortgage
security, may be enforced against it, but shall not be enforced,
directly or indirectly, in any manner against its directors or
stockholders individually ; and it is expressly agreed by every
person, who shall take or hold any of the consolidated mort¬
gage bonds, that the existing or any future directors and stock¬
holders of the mortgagor shall not be individually liable, to
any extent or for any purpose or in any manner, in respect to
the consolidated mortgage bonds, or any of them, or the interest
thereon.
Twenty-fifth. The mortgagor, for itself, its successors and
assigns, agrees to waive, and hereby relinquishes, the benefit
or advantage of any and all valuation, stay and appraisement,
extension or redemption law or laws, now existing, or which may
hereafter be passed, by the United States or by the States
of Missouri, Kansas and Arkansas, or by any State or
States, Territory or Territories, in which any part of
the mortgaged premises is, or may be, situated, which,
but for this provision, agreement and waiver, might be
applicable to the sale hereinabove authorized to be made
by the Trustees or their successors, of the mortgaged prem-
51
ises, or to any judicial sale thereof, or of any part thereof,
under and by virtue of the judgment or decree of any
competent court, in a suit instituted for the enforcement of
this indenture ; and covenants that it and they will not, in any
manner, set up, or seek to take benefit or advantage of, any
such present or future valuation, stay, appraisement, exten¬
sion or redemption law or laws, to prevent, hinder or delay
the absolute and irredeemable sale of the mortgaged prem¬
ises, as hereinbefore authorized to be made by the Trustees or
their successors, or as might except for such law or laws, be
directed, ordered or decreed by a court of competent juris¬
diction.
Twenty-sixth. Nothing in this indenture expressed or im¬
plied is intended, or shall be construed, to confer upon, or to
give to, any person or corporation, other than the parties
hereto and the holders of the consolidated mortgage bonds,
any right, remedy or claim, under, or by reason of, this
indenture, or any covenant, condition or stipulation thereof ;
all its covenants, conditions and stipulations being intended
to be, and being, for the sole and exclusive benefit of the
parties hereto and of the holders of the consolidated mortgage
bonds.
Twenty-seventh. In order to expedite the recording of this
indenture, twelve uniform originals thereof have been simultane¬
ously executed and delivered by the mortgagor, and by
the Trustees, and each of said instruments so executed and
delivered by the mortgagor is, and shall be deemed to be, an
original, and all together shall constitute but one and the
same instrument.
In witness whereof, the St. Louis and San Francisco Kail-
road Company has caused its corporate seal to be hereunto
affixed and this indenture to be signed by the Chairman of
52
its Board of Directors and its Assistant Secretary ; The Mer¬
cantile Trust Company in token of its acceptance of this trust
has caused its corporate seal to be hereto affixed and this in¬
denture to be signed by its President and Secretary, and the
said Paschal P. Carr in like token of his acceptance of this
trust has hereunto subscribed his name and affixed his seal
the day and year first above written.
St. Louis and San Francisco Railroad Company,
corporate
seal.
by
Horace Porter,
Chairman of the Board of Directors.
Frederick Strauss,
Assistant Secretary.
The Mercantile Trust Company,
by
Louis Fitzgerald,
I
corporate
seal.
President.
Attest :
E. R. Adee,
Secretary.
Paschal P. Carr. [l. s.]
53
State of New York,
City and County of New York,
On this 10th day of September, 1896, before me personally
appeared Horace Porter, to me personally known, who, being by
me duly sworn, deposes and says that he is the Chairman of the
Board of Directors of the St. Louis and San Francisco Railroad
Company ; that the seal affixed to said instrument is the cor¬
porate seal of said corporation, and that said instrument was
signed and sealed on behalf of said corporation by authority
of its Board of Directors, and said Horace Porter ac¬
knowledged the said instrument to be the free act and deed of
said corporation for the considerations and purposes therein
mentioned and set forth.
In witness whereof, I have hereunto set my hand and
affixed my notarial seal the day and year first above written.
John French, [l. s.]
Notary Public,
N. Y. Co.
My commission expires March 31st, 1897.
54
State oe New York,
City and County of New York, )
On this 10th day of September, 1896, before me per¬
sonally appeared Louis Fitzgerald, to me personally known,
who being by me duly sworn, deposes and says, that lie is the
President of The Mercantile Trust Company ; that the seal
affixed to said instrument is the corporate seal of said corpora¬
tion, and that said instrument was signed and sealed on behalf
of said corporation by authority of its Board of Directors, and
said Louis Fitzgerald acknowledged the said instrument to be
the free act and deed of said corporation for the considerations
and purposes therein mentioned and set forth.
In witness whereof, I have hereunto set my hand and
affixed my notarial seal the day and year first above written.
[l. s.] George P. Barrett,
Notary Public,
N. Y. Co.
My commission expires March 31, 1897.
55
State of New Yoke,
City of New York, )
On this 2d day of November, 1896, before me per¬
sonally appeared Paschal P. Carr, to me known to be
the person described in and who executed the foregoing
instrument, and acknowledged that lie executed the same as
his free act and deed for the considerations and purposes
therein mentioned and set forth.
Witness my hand and notarial seal at the City of New York
the day and year above written.
My commission as notary public expires Mar. 81, 1897.
George P. Barrett,
Notary Public,
N. Y. Co.
[l. s.]
[0771]
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