(El|tñ 3inö?niur^, made tlie 31st day of October,
A. D. 1908, by and between Illinois Central Eail-
road Company, an Illinois corporation, hereinafter
called the Illinois Central Company, party of the
first part, the Chicago, St. Louis and New Orleans
Railroad Company, a corporation of Kentucky,
Tennessee and Louisiana, hereinafter called the
New Orleans Company, party of the second part,
and Charles A. Peabody, a citizeh and resident
of the State of New York, and Alexander G. Hack-
staff, a citizen and resident of the State of New
York, hereinafter called the Trustees, parties of
the tliird part,
witnesseth :
Whbeeas, on July 21, 1886, the Illinois Central Com¬
pany entered into a trust agreement with the United
States Trust Company of New York, to secure the
payment of certain bonds known as Illinois Central
Sterling 3^ per cent, bonds of 1950, maturing July 1,
1950, the aggregate amount authorized being $5,352,-
000 and the aggregate amount outstanding June 30,
1908, being $5,266,000, it being covenanted in the said
trust agreement and in each of the said bonds that no
mortgage should therëafter be made upon the rail¬
roads which were then known as the Illinois Central
Railroad and the Chicago, St. Louis and New Orleans
Railroad, or either of them, to secure -the payment of
any other indebtedness, until all the bonds of the said
series should be secured by a mortgage lien upon each
2
of tlie said railroads, to be duly authorized by the
holders of a majority of the stock of the said railroad
companies respectively, having priority over any other
mortgage that might be thereafter executed;
Axd v'heeeas, as security for the said $5,266,000
Illinois Central Sterling 3.1 per cent, bonds of 1950,
there were pledged as collateral security in and by
the said trust agreement $5,266,000 Chicago, St. Louis
and New Orleans Railroad Company 5 per cent, gold
bonds of 1951, dated March 15, 1881, and payable June
15, 1951, and secured by a mortgage made by the New
Orleans Company upon its line of railroad extending
from New Orleans, in the State of Louisiana, to a
point upon the Ohio river, in the State of Kentucky,
opposite Cairo, in the State of Illinois, to Lewis V. F.
Randolph and Lynde A. Catlin, as trustees, bearing
date the 15th day of March, 1881, it being provided in
the said trust agreement that in case there should be
no default in the payment of the said Illinois Central
Sterling 31 per cent, bonds of 1950, the said bonds
of the New Orleans Company should remain in the
custody of the said United States Trust Company of
New York, until the paj'ment and cancellation of the
said Illinois Central Sterling 31 per cent, bonds of
1950, for which the said bonds of the New Orleans
Company were deposited as security, as by the said
agreement will more fully appear;
And whereas, it is intended by the Illinois Central
Company to secure the payment of other indebtedness
upon the railroad which was on July 21, 1886, known
as the Illinois Central Railroad ;
And wheeeas, the execution of this instrument has
3
been duly authorized by the directors of the Illinois
Central Company at their meeting held in Chicago,
Illinois, on IMarch 6, 1908, and by the stock-
holders holding a majority of the stock of the
said company at a stockholders' meeting held in the
City of Chicago on May 18, 1908 ; and by the directors
of the New Orleans Company at their meeting held
in the City of New York on August 28, 1907, and by
the stockholders holding a majority of the stock of
the said company at a stockholders' meeting held in
the City of New Orleans on May 13, 1908:
Now, THEEEFOBE, In compllaiice with the said cove¬
nants and the said resolutions, and for the purpose of
securing the payment of the principal and interest of
the said $5,266,000 principal amount of the Illinois
Central Sterling 31 per cent, bonds of 1950 by a mort¬
gage lien upon the railroads which were on July 21,
1886, known as the Illinois Central Railroad, and as
the Chicago, St. Louis and New Orleans Railroad, re¬
spectively, having priority over any other mortgage
that may be hereafter executed upon the said railroads,
or either of them, for the aggregate sum of the said
bonds to the principal amount of $5,266,000 as the same
shall become jDayable according to their tenor and effect,
all of which bonds are to be deemed equally secured
bj' these presents, without preference of one over an¬
other, the parties of the first and second parts, in con¬
sideration of the premises and of One Dollar ($1.00)
to each of them in hand paid by the parties of the
third part, the receipt of which is hereby acknowledged,
have granted, bargained and sold, and by these presents
do grant, bargain and sell unto the said parties of the
third part, their sirccessors and assigns forever, as
follows, to-wit:
4
The party of the first part has granted, bargained
and sold, and by these presents does grant, bargain and
sell, unto the said parties of .the third part, their suc¬
cessors and assigns forever, the Illinois Central Kail-
road as it existed and was known as the Illinois Cen¬
tral Railroad on July 21, 1886, where it commences in
Dunleith (East Dubuque), Illinois, and running thence
to its termination in Cairo, Illinois, and its branch, so
called, where it commences in the City of Chicago, Illi¬
nois, and running thence to its intersection with the
main line, so called, at Centraba, Illinois, together with
the real estate, roadway, railroad tracks, sidings, sta¬
tion houses, station grounds, depots, depot grounds,
warehouses, elevators, wharves, docks, basins, car and
engine houses, machine shops and their machinery and
apparatus used in connection with and in the operation
of the said railroad, as the same existed and was known
as the Illinois Central Railroad on July 21, 1886; ex¬
pressly excepting from this conveyance all lines of rail¬
road, premises and property, of every kind and de¬
scription whatsoever, acquired or constructed by the
party of the first part after July 21, 1886.
And the party of the second part has granted, bar¬
gained and sold, and by these presents does grant,
bargain and sell unto the said parties of the third part,
their successors and assigns forever, all and singular
the line of railroad formerly known in part as the
New Orleans, Jackson and Great Northern Railroad,
and in part as the Mississippi Central Railroad, sub¬
sequently operated as the New Orleans, St. Louis
and Chicago Railroad, and operated as a continuous
line of railroad, from New Orleans, in the State of
Louisiana, to a point to which the said railroad was
5
operated July 21, 1886, at East Cairo, in the
State of Kentucky, upon the Ohio river, opposite
Cairo, Illinois, with all branches and extensions there¬
of, and with the appurtenances and all the real
estate owned or acquired by the party of the sec¬
ond part, and all rights of way, rails, tracks, work¬
shops, machinery, depots, depot grounds, improve¬
ments, tenements and hereditaments, with all rights,
privileges and appurtenances whatsoever, affecting
any of the hereby granted and mentioned premises
and estates, or thereto belonging, and all estate, right,
title, interest, claim and demand whatsoever, of the
said party of the second part, either at law or in
equity, of, in and to the same, and every part and par¬
cel thereof, and also all the privileges and franchises
of, or belonging to, or enjoyed by, said party of the
second part, including the franchise to be a corpora¬
tion, and the franchise to use, enjoy and operate the
said railroad, and demand and receive tolls and com¬
pensation therefor, as the same existed and was known
as the Chicago, St. Louis and New Orleans Railroad
on July 21, 1886; expressly excepting from this con¬
veyance all lines of railroad, premises and property,
of every kind and description whatsoever, acquired or
constructed by the party of the second part after July
21, 1886.
To HAVE AND TO HOLD all aud singular the premises
hereby granted, with the privileges and appurtenances
thereunto belonging or in any wise appertaining, unto
the said parties of the third part, their successors and
assigns forever: In Trust, nevertheless, to and for
the uses and purposes hereinbefore set forth and de¬
clared and upon the conditions, with the rights and
6
powers and subject to tlie provisions, agreements, cove¬
nants and stipulations, hereinafter set forth and de¬
clared, that is to say:
I. Until default shall be made in the payment of
the principal or interest of the bonds secured by this
indenture, or some of them, or until default shall be
made in respect of something herein required, or
agreed to be done, paid, kept or performed by the
parties of the first and second part, the said parties
of the first and second parts, their successors and as¬
signs, shall be permitted to retain possession of the
said railroad and other property hereinbefore de¬
scribed, and its appurtenances, and to use, manage,
operate and enjoy the same, and to take, receive and
dispose of all the receipts, earnings, revenues, profits
and tolls thereof, in the same manner as if this indent¬
ure had not been made.
II. In case default shall be made in the payment
of interest on any bond hereby secured, and any such
default shall continue for a period of six months, or
in case default shall be made in the payment of the
principal of any such bond, it shall be lawful for the
said parties of the third part, upon the written re¬
quest of the holders of a majority in amount of the
bonds hereby secured then outstanding, to take appro¬
priate legal proceedings to foreclose the equity of re¬
demption of the parties of the first and second parts
respectively, and of all persons having any legal or
equitable rights or interests in and to the premises
hereby granted and to enforce the rights of the bond¬
holders under this deed of trust; and should the par¬
ties of the third part, or their successors in trust, re¬
sort to such judicial proceedings, it shall likewise be
7
lawful for them, in the event aforesaid, to declare
the principal of all the said bonds, then unpaid and
outstanding, immediately due and payable; and the
party of the first part agrees that it will thereupon
and in such ease immediately pay the whole amount
of such principal and interest then accrued and un¬
paid to the holders of such bonds and the coupons for
such interest, upon surrender thereof to the party of
the first part, anything contained in the said bonds
to the contrary notwithstanding.
This provision is, however, subject to the condition
that, if at any time after the principal of said bonds
shall have been so declared due and payable, all ar¬
rears of interest upon all such bonds, with interest on
overdue instalments of interest, shall be paid by the
party of the first part, then and in every such case,,
the holders of a majority in amount of the bonds here¬
by secured then outstanding, by written notice to the
party of the first part, may waive such default and
its consequences, and obtain from the trustee a re¬
scission of said declaration of the maturity of the prin¬
cipal ; but no such waiver shall extend to or affect any
subsequent default or impair any right consequent
thereon.
The proceeds of sale, in the event of such a fore¬
closure, after such deductions as may be neces¬
sary for the expenses of the trust and the cost of
the proceeedings and sale and for indemnity to the
parties of the third part, or their successors in trust,
shall be applied, or so much thereof as may be neces¬
sary, to the payment, first, of the interest which shall
be due upon any of the aforesaid bonds, in the order
in which it shall have accrued; and next, to the pay¬
ment of the principal of the said bonds then entstand-
8
ing and remaining unpaid, whether the said bonds
shall have become due or not, such payments to be
made ratabty, without discrimination or preference;
and if there shall remain any surplus, after the pay¬
ment of all the said bonds in full, both principal and
interest, the same shall be paid over to the said par¬
ties of the first and second parts, their successors or
assigns; and it is hereby declared that the purchaser
or purchasers of the said premises shall not be an¬
swerable for the application of the purchase moneju
III. It is further understood and agreed that the
parties of the third part, and their successors in trust,
ma.v, in their discretion, at the request of the parties
of the first and second parts, consent to any change
in the location of the roadway or tracks of the rail¬
roads hereby mortgaged, or the sale or exchange for
other property of any part of the railroad property
hereby mortgaged, which may not be necessary for
the uses and purposes of the said railroads, and exe¬
cute all necessary releases for that purpose. But the
proceeds of any sale so made shall be invested by the
parties of the first and second parts either in the im¬
provement of the remaining part of the railroads or
railroad property hereby mortgaged, or in the pur¬
chase of other real property for the uses of said rail¬
roads, which property so purchased, as also any re¬
ceived in exchange, as aforesaid, shall be subject to all
the trusts created or declared in this indenture.
IV. And the said parties of the first and second
parts further covenant and agree with the said par¬
ties of the third part and their successors in trust, that
they will at any and all times hereafter, at their re¬
quest, make, execute, acknowledge and deliver all such
further deeds, conveyances and assurances in the law
9
for the better assuring unto the said parties of the
third part and their successors in the trust hereby'
created, upon the trusts herein expressed, the railroad,
railroad property and appurtenances hereinbefore
granted, or intended to be granted, as by the said
parties of the third part or their successors in trust,
or bj' their counsel learned in the law, shall be rea^on-
ablj' advised, devised or required.
V. Any costs, charges and expenses incurred in, or
in respect of, or in connection with, the execution of
this trust, by or on behalf of the said parties of the
third part, or their successors in trust, over
which the said parties of the third part, or
their successors in trust, shall be or become in
anj' waj^ liable or responsible, shall be borne
and defrayed by the said parties of the first and second
parts, their successors or assigns, and said parties
of the first and second parts undertake, covenant and
agree for themselves, and their successors and assigns,
that thej' will upon demand pay all such costs, charges
and expenses, including therein just and reasonable
compensation to said parties of the third part, and
their successors in trust, for such services as they
may be called upon to render in or about or in re¬
spect of the trust hereby created.
VI. In case at any time hereafter either of the
said parties of the third part, or any trustee here¬
after appointed, shall die, resign, or from any cause
become incapable of acting in said trust, the sur¬
viving or continuing trustee shall forthwith, in writ¬
ing, notify the Illinois Central Company of such va¬
cancy' having occurred, and the Illinois Central Com¬
pany shall appoint a suitable person to fill such va-
10
caney, and sliall notify said surviving or continuing
trustee in writing, of such appointment. In case no
such appointment shall be made, the vacanc}'' ma}'' be
filled by the surviving or continuing trustee. The
trustee so appointed by the Illinois Central Company,
or by the surviving or continuing trustee as afore¬
said, shall thereupon become vested with all the prem¬
ises, authority and estate granted to and conferred
upon the parties of the third part by these presents,
as fully to all intents and purposes as if he had been
an original party hereto.
VII. No trustee shall be required to take any step
in the execution of this trust, likely to subject' him
to expense, unless the holders of said bonds, or some
of them, shall give sufficient security to indemnify such
trustee from any such liability ; and the said trustees
shall be at liberty to employ counsel learned in the
law, in all suitable cases, whose reasonable fees shall
be a proper charge in their accounts. And it is hereby
further provided that the said trustees shall neither
of them be individually liable for the neglect or de¬
fault of any co-trustee, or of any agent by them
appointed, when such agent shall have been employed
with reasonable discretion, but shall only be required
to exercise good faith and ordinary prudence and dili¬
gence in the performance of their respective duties.
VIII. If the principal and interest upon the bonds
issued and authenticated herein, and intended to be
secured hereby, shall be paid to the holders thereof,
when and as the said principal and interest shall be¬
come due, according to the tenor and effect of the
said bonds, then and from thenceforth this present in¬
denture and the estate hereby granted and conveyed
shall cease, determine and be void ; and the parties of
'il
the third part, or the trustees for the time being,
shall, upon the request of the parties of the first and
second parts, respectivelj', their successors or assigns,
duly execute and deliver the proper releases or sat¬
isfaction of this mortgage and deed of trust.
The parties of the third j)art severally accept the
trusts created by these presents and covenant with
the parties of the first and second parts, that they
will execute the same according to the true meaning
and intent of this indenture.
Ix AviTXESs AVHEEEOF, the Corporate ¡Aarties hereto
have caused these presents to be signed and their cor¬
porate seals to be hereto affixed, and duly attested by
their duly authorized officers, and the natural persons
parties hereto have hereunto set their hands and
seals the day and year first above written. In order to
facilitate the recording of this instrument the same
may be executed in seA^^enty counterparts, or any less
number, each of which, when so executed, shall be
deemed to be an original ; and such counterparts shall
together constitute but one and the same instrument.
Illixois Cexteal Raileoad Compaxy,
By J. T. H.abahax,
[seal] President.
Attest :
Bust A. Beck,
Assistant Secretary.
Signed, sealed and delivered
in the presence of :
e. c. coaa'gill,
E. J. Caldacell.
12
Chicago, St. Louis and New Orleans
E-ailroad Compaña',
By J. T. Harahan,
[seal] President.
Attest :
Burt A. Beck,
Assistant Secretary.
Signed, sealed and delivered
in the presence of :
R. C. CoWGILL,
E. J. cfaldaell.
Charles A. Peabody. [seal]
Trustee.
Sig'ned, sealed and delivered
in the presence of :
I). K. Burbank,
Geo. Luz.
Alexander G. H.ackstafe [se.al]
Trustee.
Signed, sealed and delivered
in the presence of;
D. E. Burbank,
Geo. Luz.
13
State of Illinois, )
County of Cook. i
I liereliy certify, that on this 19t]i day of De-
eemlier in tlie year of oiir Lord One Thousand Xine
Hundred and Eight, before me Andrew P. Humburg,
a duly appointed X^otary Public in and for the County
of Cook, in the State of Illinois, personally appeared
J. T. Harahan, President of the Illinois Central Kail-
road Company, the within named bargainor, a corpor¬
ation, and Burt A. Beck, Assistant Secretary of the
same Company, to me respectively personally known,
and known to me to be such officers of the said com¬
pany and to be the same persons who signed, sealed
and delivered the foregoing instrument, produced to
me in my county by the parties thereto, in my
presence and in that of the two witnesses whose
names are thereto subscribed as such, and who
being by me severally duly sworn, did depose and say,
that, he, the said J. T. Harahan, resides in the City of
Chicago, in the State of Illinois, and that, he, the said
Burt A. Beck, resides in the City of Chicago, in the
State of Illinois; that he, said J. T. Harahan is the
President and that he, said Burt A. Beck is the Assist¬
ant Secretaiy of the said Companj'; that they know the
coiyoi'ate seal of said Company; that the seal affixed
to the foregoing instrument is such seal, and that it was
so affixed thereto by order of the Board of Directors of
the said Company, and that they, said J. T. Harahan
and said Burt A. Beck, signed their names thereto by
a like order as President and Assistant Secretary of
said Company, respectively, and thereupon they ac-
14
knowledged in the presence of the two subscribing legal
witnesses that they had signed, sealed and delivered
such instrument as their free and voluntary act and
deed and as the free and voluntary act and deed of the
said corporation for the considerations, uses and pur¬
poses therein expressed.
In witness wheseof, I have hereunto set my hand
and affixed my official seal this 19th day of December,
One Thousand Nine Hundred and Eight.
[se.a.l] Andrew P. Humburg,
Notary Puhlic, County of Cooh, State of Illinois.
J. T. Har.\han,
President.
Burt A. Beck,
Assistant Secretary.
Witnesses :
E. 0. cowgtll,
E. J. Oai.dwele.
15
State of Illinois, [
County of Cook. )
I liereby certify that on this 19th day of De-
ceniher in the year of oiir Lord One Thousand Nine
Hundred and Eight, before me Andrew P. Humburg,
a duly appointed Notary Public in and for the County
of Cook, in the State of Illinois, personally appeared
J. T. Haralian, President of the Chicago, St. Louis and
New Orleans Railroad Company, the within named
bai'gainer, a corporation, and Burt A. Beck, Assist¬
ant Secretary of the same Company, to me re¬
spectively personally known, and known to me to be
such officers of the said Company and to be the same
liersons who signed, sealed and delivered the foregoing
instrument, produced to me in my county by the par¬
ties thereunto, in my presence and in that of the two
witnesses whose names are thereto subscribed as such,
and who being by me severally duly sworn, did depose
and say, that he, the said J. T. Harahan, resides in
the City of Chicago, in the State of Illinois, and that,
he, the said Burt A. Beck, resides in the City of Chi¬
cago, in the State of Illinois ; that he, said J. T. Hara¬
han, is the President and that he, said Burt A. Beck,
is the Assistant Secretary of the said Company; that
they know the corporate seal of said Company; that
the seal affixed to the foregoing instrument is such
seal, and that it was so affixed thereto by order of the
Board of Directors of the said Company, and that
they, said J. T. Harahan, and said Burt A. Beck,
signed their names thereto by a like order as
President and Assistant Secretary of said Company,
respectively, and thereupon they acknowledged in the
16
presence of the two subscribing legal witnesses that
they had signed, sealed and delivered such instrument
as their free and voluntary act and deed and as the
free and voluntaiy act and deed of the said corporation
for the considerations, uses and purposes therein ex¬
pressed.
Ik witness whereof, I have hereunto set my hand
and affixed my official seal this 19th day of December,
One Thousand Nine Hundred and Eight.
fseat.] Andrew P. Humburg,
Notary Public, County of Cook, State of Illinois.
J. T. Harahan,
President.
Bttrt a. Beck,
Assistant Secretary.
Witnesses ;
E. C. cowgtll,
E. .1. Caldwell.
1?
State of New York, )
County of New York, j
I do certify that on this 26th day of December
in the year of our Lord One Tiiousand Nine
Hundred and Eight, before me, M. C. Murphy,
a duly appointed Notary Public in and for the
County of New York, in the State of New
York, personally appeared Charles A. Peabody
and Alexander G. Hackstaif, to me well known
to be the persons whose names are signed to the fore-
ging instrument, mortgage or deed of trust, bearing
date of the 31st day of October, One Thousand Nine
Hundred and Eight, and who signed, sealed and de¬
livered the foregoing instrument, produced to me in
my county by the parties thereunto, in my presence
and im that of the two witnesses whose names are
thereto subscribed as such, and thereupon they ac¬
knowledged in the presence of the two subscribing
legal witnesses that they had signed, sealed and deliv¬
ered such instrument as their own free and voluntary
act and deed for the considerations, uses and pur¬
poses therein expressed.
In witness whereof, I have hereunto set my hand
and affixed my official seal this 26th day of December,
One Thousand Nine Thousand and Eight.
[se.ae] M. C. Murphy, notary pubhc,
Notary Public, County of Neiv York, cèrt!La?rFncci
State of New York.
Charles A. Peabody,
Alexander G. Hackstaff.
"Witnesses :
D. E. Burbank,
Geo. Luz.