THE
Colorado Roiliriff Stock 1 rust.
C?
-'«V .. w ' ■ tt.
The Guarantee Trust and Safe Deposit Co.,
TRUSTEE.
4880.
litis §fndcntuvc, made and entered into thistwen-
tieth day of May, A. D. one thousand eight hundred and
eighty, by and between THE RIO GRANDE EXTEN¬
SION COMPANY, party of the first part, and the GUAR¬
ANTEE TRUST AND SAFE DEPOSIT COMPANY, OF
PHILADELPHIA, Pennsylvania, party of the second
part, witnesseth :
i,
\
the said party of the first part has entered
into a contract with the Denver and Rio Grande Railway
Company, of which a copy is annexed marked " A?? ;
And whereas, the party of the first part is the owner
of certain cars and locomotives now in possession of
the Denver and Rio Grande Railway Company under
said contract of lease; and the said Railway Company
has under said contract required the party of the first
part to furnish and deliver for use on its railway certain
other additional cars and locomotives and material
therefor of such pattern, capacity and description as
may be required from time to time, and approved by the
said Railway Company or its chief superintendent 'or
other duly" authorized agent, upon the same terms and
conditions as those set forth in said contract, and the
aggregate value of such cars and locomotives exceeds
one million of dollars; and
Whereas, the party of the first part is desirous of pro¬
curing the means for the payment, purchase and con¬
struction of such rolling stock and material therefor ;
Now this Indenture witnesseth, that for and in
consideration of the sum of one dollar to it duly paid by
the party of the second part at or before the ensealing
and delivery of these presents, the receipt whereof is
hereby acknowledged, as well as of the agreements
hereinafter contained, to be kept and performed by the
2
party of the second part, the party of the first part doth
by these presents bargain, sell, assign, transfer and set
over, grant and convey nnto the party of the second
part, its successors and assigns, all and singular the
cars, locomotives and other equipment mentioned* in the
schedule hereto annexed marked UB," and all other
cars and locomotives which the party of the first part
shall deliver or cause to be delivered in pursuance of the
contract as aforesaid, to the Denver and Rio Grande
Railway Company, upon the terms and conditions in said
lease contained, together with the said lease thereof and
the rents and rent moneys therein reserved, and payable
by the said Railway Company at the times and in the
manner as in said 'lease provided, with all the ways,
means, rights and privileges, remedies, power of entry
and to take possession, for recovering or enforcing pay¬
ment of such rent or any arrearage thereof, together also
with all the right, title and interest, property, claim and
demand whatsoever of the said party of the first part,
as well in law as in equity, of, in and to and out of the
same, and to the aforesaid rolling stock and equipment
out of or on account of which the aforesaid rent or
charges become payable. To have and to hold the same
and every part thereof unto the party of the second part,
its successors and assigns, upon the trusts, terms and
conditions following, that is to say:
Article I. The party of the second part shall, from
time to time, and as requested by the party of thé first
part hereto, execute and issue not exceeding one thou¬
sand certificates, each entitling the holder to receive at
the office of the party of the second part, out of rent
moneys when paid, one thousand dollars United States
gold coin, 011 the first day of June of the year therein to
be mentioned, and interest thereon in the like coin at the
rate of seven per cent, per annum, semi-annually, on the
first days of December and June in each year.
The aggregate amount of certificates to be issued shall
not exceed the original cost of the cars and locomotives
3
as inventoried or scheduled under the provisions of said
lease, and shall only be issued from time to time as such
cars and locomotives are delivered, in amounts of ten
thousand dollars, or multiples thereof. One-tenth of
such certificates shall mature one year from date,
and one-tenth yearly thereafter, all of which one thou¬
sand certificates are to be of substantially the same
tenor and effect, except as to date of maturity and num¬
ber, and shall, omitting such date of maturity and
number, be in form following, that is to say:
United States of America,
No. State of Colorado. Series A.
$1,000.
U. S. Gold Coin.
Colorado Rolling Stock Trust.
Seven per cent. Gold,
year's Certificate.
This certificate is one of a series of one thousand, all of
like amount and tenor (except as to date of maturity),
issued under a deed of trust, made by the Rio Grande
Extension Company, dated May first, 1880, whereby
rolling stock and lease thereof to the Denver and
Rio Grande Railway Company, with the rent moneys
therein reserved, which are sufficient when paid to
extinguish said certificates, both principal and interest,
by the expiration of ten years, were conveyed and
assigned to the Guarantee Trust and Safe Deposit Com¬
pany, of Philadelphia, as trustee, and entitles bearer to
receive at the office of said Trust Company, out of said
rent moneys paid, payment of said certificates in the
order of their maturity respectively, and of interest
thereon, as in said trust deed provided, one thousand
dollars, United States gold coin, on surrender hereof on
June first, 18 , and interest thereon in the like coin at
seven per centum per annum, semi-annually, on Decem¬
ber first and June first in each year, on surrender of the
annexed coupons therefor.
4
In case of default in payment of such rent moneys or
any part thereof, as in said lease provided, the said
Trust Company has the right to enter upon said Railway
Company's property ancj. take possession of said rolling
stock, and dispose thereof as in said lease and trust deed
provided, whereto reference is hereby made, for the
equal pro rata benefit of the holders of certificates issued
thereunder, as therein provided.
This certificate may be registered in the owner's name,
and thereafter no transfer thereof shall be valid unless
made on the books of said Trust Company by the regis¬
tered owner or his duly authorized attorney, and simul¬
taneously noted hereon; but it may be discharged from
registry by transfer to bearer, and thereupon be trans¬
ferable by delivery, but it may again be registered in
owner's name as before. The registry of this certificate
shall not restrain the negotiability of the coupons by
delivery merely, but the coupons may be surrendered,
and the interest as above be made payable to the regis¬
tered owner or his order only, such surrender to be cer¬
tified hereon.
The holder of this is entitled to all benefits and bound
by all provisions of said trust deed as if herein fully set
forth.
In witness whereof, the said Guarantee Trust and Safe
Deposit Company, of Philadelphia, has caused these
presents to be attested by the signatures of its President
and Secretary, and has caused a fac-simile of the signa¬
ture of its transfer clerk to be attached to each coupon
annexed, the first day of June, A. D. 1880.
THE GUARANTEE TRUST AND SAFE
DEPOSIT COMPANY,
Trustee.
By
President.
Attest :
Secretary.
o
Each of said certificates shall have annexed to it
conpons or interest warrants, representing the several
semi-annual installments of interest thereon according to
the terms thereof, which coupons, omitting the date of
payment and number of certificate whereto the same
belong, shall be in following form :
Colorado Rolling Stock Trust.
$e35. Series A.
On surrender hereof at the office of the Guarantee
Trust and Safe Deposit Company, of Philadelphia, 011
first, 18 , bearer is entitled to receive Thirty-
five Dollars, U. S. gold coin, out of rent moneys paid
pursuant to terms of certificate No-. for six months'
interest.
Transfer OlerTi.
All such certificates, as issued, shall be delivered by the
party of the second part to the party of the first part, or
any person by it duly authorized to receive the same.
In the event that it shall be deemed necessary or ad¬
visable by the party of the first part, the said Trust Com¬
pany may execute such certificates on account of cars
and locomotives actually ordered by the Railway Com¬
pany and in advance of the actual completion and de¬
livery thereof, provided that at the time of issuing the
same, the party of the second part shall receive the face
value thereof in current funds, and all moneys so received
by it shall be disbursed by it only to pay for such cars
and locomotives and material therefor as delivered upon
duly authenticated vouchers.
Article II. It shall be the duty of the said party of
the second part to collect all rents under the aforesaid
contract or lease as and when the same shall become due,
and to hold the same in trust for the payment at matur¬
ity of the principal and interest of the certificates issued
hereunder.
»
6
Article III. In case of default in the payment of any
such rent, the said party of the second part may, as the
duly authorized agent and attorney of the party of the
first part, exercise ' all the powers and avail itself of all
the remedies as in said lease in that behalf provided or
otherwise, and having taken possession of said cars and
locomotives, may lease the same to other parties upon
such terms and conditions as it may deem proper, or
after having taken possession or without taking posses¬
sion may sell the same at public or private sale upon
such terms and conditions as it may deem proper, pro¬
vided that the same shall not be sold at a price less than
the amount of certificates at the time outstanding against
the same, with interest accrued thereon, unless the hold¬
ers of a majority in interest of such certificates shall
authorize such sale to be made for a less price ; and up¬
on receiving the purchase money on any sale by it made,
the party of the second part shall distribute the avails,
after deducting therefrom the expenses of such sale, pro
rata, among the holders of said certificates, without dis¬
crimination or preference.
Article I V. It is further agreed, that the party of the
second part shall exercise the powers of taking posses¬
sion on default in the payment of rental, or otherwise
enforce the terms and conditions of said lease upon re¬
quisition in writing and proper indemnification by the
holders of a majority in amount of certificates outstand¬
ing issued hereunder.
Article V. It is hereby mutually agreed, that the
holders of a majority in interest of certificates outstand¬
ing may, by an instrument under their hands and seals
or resolution adopted at a meeting of such certificate
holders, waive, or instruct the party of the second part to
waive, any default occurring in the payment of rental and
the rights accruing therefrom, on such terms and condi¬
tions or without any conditions, as to such majority shall
seem proper, provided always that no such action of certi¬
ficate holders shall extend to or be taken to affect any
7
subsequent default or impair the rights as accruing there¬
from, unless expressly provided for, and such majority
may in like manner, if upon default in payment of rental
or other default, the party of the second part sjiall on
its own motion exercise the power of taking possession
of such cars and locomotives, or otherwise enforce the
terms and conditions of said lease, reverse or annul the
action of the party of the sécond part in that behalf, and
instruct the party of the second part to suspend or post¬
pone for a period, certain or indefinite, any and all pro¬
ceedings for the enforcement of the terms and conditions
of said lease, and any such action on behalf of a majority
in interest shall be binding and controlling upon all cer¬
tificate holders and the party of the second part hereto.
Article VI. The party of the second part shall keep
and maintain at its principal office a book, to be known
as Register of Colorado Rolling Stock Trust Certificates,
wherein shall be entered the names and residences of all
persons holding any one or more of such certificates, who
ihay elect to avail themselves thereof and of the benefits
to be therefrom derived, together with the number of the
«
certificate held by any such person or persons and the
date of its maturity, and if interest is made payable to
the registered holder, a memorandum thereof, which reg¬
ister shall at all reasonable times be open to the inspec¬
tion of the holders of any one or more registered certifi¬
cates, and the President or other duly authorized officer
of the Railway Company.
And it is further mutually agreed, that the said party
of the second part, keeping a register or registers of cer¬
tificates issued hereunder as hereinbefore provided, any
holder or holders of any of the certificates issued under
the provisions hereof may register his or their certificate
or certificates upon presenting the same and signing his
name or their names upon such register, and that when a
certificate shall be so registered, the person or persons in
whose name or names the same shall be so registered
8
shall be deemed and regarded as the owner or owners
thereof for all purposes, and payment of or on account
of the principal sum in such registered certificate men¬
tioned shall thereafter be made to such person or per¬
sons, his or their order only, and all such payments so
made shall be valid and effectual to the extent of the sum
or sums so paid ; provided that such registry may be
changed, and the certificate so registered be transferred,
upon presentation with the written order of the person or
persons in whose name or names the same shall stand reg¬
istered, properly authenticated, to the person or persons
whose name or names shall in such written order be con¬
tained to that end, and thereafter the person or persons
to whom such certificate shall have been transferred
as aforesaid, shall be held to be the owner or owners
thereof with all the incidental rights and powers, and
such transfers may be made from time to time as the reg¬
istered owner or owners of any such certificate for the
time being may direct as aforesaid ; and the registered
owner or owners shall also have the right to register any
of the certificates registered in his or their names as pay¬
able to bearer, in which case the transferability by deliv¬
ery shall be restored and the principal thereof be pay¬
able to the person presenting the same. But any holder
or holders of a certificate registered to bearer may again
cause the same to be registered in his name or their
names, and with the same effect as the first registration
and successive registrations as aforesaid, may be made
from time to time as desired.
It is further mutually agreed, that any person or
persons in whose name or names any one or more of said
certificates stand registered, may make interest on any
certificate standing registered in his name payable to
him or his order, only by surrender of all coupons to
such certificate annexed and representing the interest to
become due thereon, which surrender shall be certified
on such certificate as follows :
9
This is to Certify, that the coupons belonging to the
within certificate have been surrendered to the trustee
therein named, and interest as therein stated will hereafter
be payable to the registered owner as certified hereon, or
to his order.
Dated
THE GUARANTEE TRUST AND SAFE DEPOSIT
COMPANY, OF PHILADELPHIA,
Trustee.
And such surrender shall not in anywise operate as a
discharge of such interest to be paid as in said certifi¬
cates provided, but payments of such interest as in said
certificate provided shall nevertheless thereafter be made
to the person appearing on such registry as the owner
thereof, or his order, at the time such interest shall be¬
come payable, and any such payments so made shall be
valid and effectual to the extent of the sum or sums so
paid.
It is further mutually agreed, that any holder of
any one or more of said certificates, failing, omitting or
neglecting to register the same in his name as aforesaid,
and any registered owner of any one or more of said cer¬
tificates, failing or omitting to assign a place (to be en¬
dorsed on such certificates, and entered on such registry,
as his place of residence) where notice by mail of any
meeting can be served upon him as aforesaid, waives all
right to and service of notice by mail, and promises and
agrees that publication of such notice of any meeting in
manner herein provided, commenced at any time before
registry of the certificate or certificates held by him,
shall be good and sufficient service upon him thereof,
and that lie shall and will be bound by the action of the
said certificate holders, at any such meeting as aforesaid,
whether he shall have had actual knowledge of the ob¬
ject, time and place thereof, in time to attend thereat, or
not, or no actual knowledge thereof at all.
10
Akticle VII. And it is hereby expressly further
mutually agreed that, whenever and as often as any
contingency shall arise, on which the action of a majority
in interest of the holders of certificates issued hereunder
shall be controlling, or in which the said certificate
holders have, by the provisions hereof, any discretionary
voice or power, the parties of the second part may, and
at the written request of holder or holders of not less than
twenty per cent, of certificates outstanding, or of the Rail¬
way Company, shall call a meeting of the holders of the
certificates at the time outstanding in manner hereinafter
provided ; and until otherwise prescribed by said certi¬
ficate holders, such meetings shall be held at the city
of Philadelphia, and notice of the objects, time and place
of such meeting shall be given by publishing the same in
a newspaper of good circulation in New York City, and
in a newspaper of good circulation in Philadelphia,
twice a week, for three successive weeks (the last publi¬
cation to take place on the day in such notice mentioned
for such meeting),- and by depositing in the Post Office
in the city of Philadelphia, at the time or previous to the
first publication thereof, a written or printed copy of such
notice, properly enveloped and directed to each and
every owner or owners of any one or more of said certi¬
ficates standing registered in his or their names, at his or
their registered place of residence, with the postage pre¬
paid thereon; and in case the said party of the second part
shall fail to call such meeting in manner aforesaid,
within ten days after a request in writing therefor shall,
have been made by the holder or holders of not less than
twenty per cent, of certificates outstanding, or the
President of the Railway Company, such President, or
holder or holders of said certificates to the amount
aforesaid, may call such meeting in manner aforesaid;
provided further that nothing herein contained shall be
held to require the said party of the second part to incur
any personable liability, in the calling and holding of
such meeting, and, at any meeting, a majority in interest
11
of the holders of said certificates outstanding may pre¬
scribe and establish such rules and by-laws as they may
deem proper for the calling of future similar meetings
and the regulation of proceedings thereof, and altervrepeal
or amend the same at pleasure.
And it is hereby declared and agreed, that at any
meeting so convened, the holders of said certificates shall
be competent to exercise in person or by proxy all the
powers and authorities conferred upon them by these
presents, and that a majority in interest shall constitute
a quorum for the transaction of any business, provided
that less than a quorum may adjourn from time to time,
and that each holder of a certificate or certificates shall
be entitled to one vote on every certificate held by him,
and that a majority of votes represented shall govern in
all cases wherein a majority in interest of certificates
outstanding is not hereby required.
And it is hereby declared and provided, that at any
meeting of certificate holders, held in pursuance of the
provisions hereof, any certificate holder present may
require the ownership of certificates by the persons
claiming to be such owners to be evidenced by the pro¬
duction of those certificates, excepting in the case of
certificates standing registered in the name of such
holder, and that whenever under any of the provisions of
this Indenture effect is to be given to the election, act,
appointment or assent of a majority, or any specified
amount or proportion of the certificate holders, any person
whose interests are to be affected by such action may
require that the ownership of such certificates by the
person claiming to be such owner, excepting registered
certificates as aforesaid, shall be vouched for by the affi¬
davit of such person, or his duly authorized agent or
attorney having possession of the certificates, stating such
ownership of the certificates, and giving their numbers
and dates of maturity as aforesaid ; which affidavit shall
he received as primafacie evidence of the fact, but subject
12
to question of its verity, and demand for production of
the certificates in any legal proceeding or controversy.
And the officers of the party of the second part, or any
certificate holder attending any such meeting, shall have
a right to require that any act or resolution of such cer¬
tificate holders, affecting the rights or remedies of, or for
the benefit of the certificate holder, or the duties of the
party ofrthe second part, or the interests of the trusts
hereby created, shall be authenticated by the signature of
all the persons assenting thereto, as well as by a minute
of the proceedings at any such meeting.
And the term majority in interest as used in this In¬
denture shall be held to mean holders having a majority
of votes on certificates issued and outstanding for the
time being, according to the number of votes to which
each holder is entitled as aforesaid, and not a majority of
individuals.
Article VIII. As soon as all certificates to be issued
hereunder shall have been f ully paid out of rent moneys
received by the party of the second part from the Denver
and Rio Grande Railway Company under said lease, the
party of the second part shall in accordance with the
provisions of said lease convey to said Railway Com¬
pany the cars and locomotives aforesaid free and dis¬
charged from the trusts hereby created.
Article IX. It is further covenanted, understood and
agreed that the said Guarantee Trust and Safe Deposit
Company shall not be liable or responsible either under
this Deed of Trust or said certificates issued in pursuance
thereof for any moneys, save and except so far as such
moneys shall be paid to and received by it, or for any
matter or thing connected with the Trust hereby intended
to be created, except for its own willful and intentional
misconduct.
In witness whereof, the said parties hereto have caused
their corj orate seals respectively to be hereunto affixed
13
and these presents to be executed on their behalf by
their Presidents and Secretaries respectively, the day and
year first above written.
THE RIO GRANDE EXTENSION COMPANY.
By
FRANCIS H. JACKSON,
Vice-President.
Attest :
R. F. WEITBREC, Secretary.
THE GUARANTEE TRUST AND SAFE DEPOSIT
COMPANY, OF PHILADELPHIA.
By
THOMAS COCHRAN,
President.
Attest :
JNO. J. GILROY, Secretary.
Signed, sealed and delivered |
in presence of f
A. P. RUTHERFORD,
CHAS. S. HINCHMAN.
LIST OF ROLLING STOCK
Belonging to O. R. S. Trust, now in service on the DENVER & RIO
GRANDE RAILWAY, their names, numbers, kind, cost, etc.,
marked " C. R. S. Trust."
kind of
rolling
stock.
nos.
names.
cost at
factory.
freight
to
denver.
fitting up
including
airbrakes
total.
M Loco's.
41
Grand Canon..
$8,750 00
$301 75
$475 00
$9,526 75
do.
42
Anglo Saxon. ..
8,750 00
301 75
475 00
9,526 75
do.
43
Copper Gnlch..
8,500 00
301 75
475 00
9,276 75
do.
44
Texas Creek.. .
8,250 00
250 00
506 08
9,006 08
do.
45
Mojada
8,250 00
250 00
506 03
9,006 08
do.
46
Badito
8,250 00
257 50
506 08
9,013 58
do.
47
Gold Tom
8,250 00
250 50
506 08
9,006 58
do.
48
Currant Creek..
8,250 00
250 50
506 08
9,006 58
do.
49
Badger
8/250 00
257 50
506 08
9,013 58
do.
50
c i
Crestones
8,250 00
250 00
506 08
9,006 08
do.
51
South Arkansas.
8,250 00
250 00
506 08
9,006 08
do.
52
Music Pass
8,250 00
250 00
506 08
9,006 08
do.
53
Cottonwood....
8,250 00
250 00
506 08
9,006 08
do.
54
Ruby Camp....
8,250 00
250 00
506 08
9,006 08
do.
55
Tomichi
8,250 00
250 00
506 08
9,006 08
do.
56
Buffalo Peaks..
8,250 00
250 00
506 08
9,006 08
do.
57
Chalk Creek.. . .
8,250 00
250 00
506 08
9,006 08
do.
58
Fryer Hill
8,250 00
250 00
506 08
9,006 08
do.
59
Hoosier
8,250 00
250 00
506 08
9,006 08
do.
60
Mosquito Gulch
8,250 00
307 25
506 08
9,063 33
do.
61
La Jara
8,250 00
307 25
506 08
9,063 33
do.
62
San Antonio. ..
8,250 00
318 50
506 08
9,074 58
do.
63
Mt. Agassiz....
8,250 00
320 50
506 08
9,076 58
Pass. Locos.
85
F. A. De Remer
6,348 62
300 00
410 00
7,058 62
do.
86
San Miguel....
6,198 62
269 00
419 00
6,886 62
do.
87
Rito Alto
6,198 62
426 00
419 00
7,043 62
Flat Cars.
951 to 1000
14,697 50
»
4,683 35
2,257 50
21,638 35
do.
1101-1300
58,027 50
19,733 56
9,030 00
86,791 06
do.
1301-1375
23,167 50
6,980 33
3,386 25
33,534 08
do.
1401-1500
29,800 00
9,699 66
4,515 00
44,014 66
Bx.Frt.Cars
2351-2400
22,725 00
6,275 50
2,257 50
31,258 00
do.
2401-2500
45,450 00
12,842 80
4,515 00
62,807 80
*
403,613 36
67,384 95
38,755 85
509,754 16
(fovtiftj the above is correct.
(Signed), D. G. DODGE,
Denver, Col., May 31st, 1880. Qen'1 Manager.
15
kind oe
cost
freight
fitting up
eolling
nos.
names.
at
to
including
total.
stock
factory
denver.
x\ir brakes
PASS.
COACHES.
33
Berranca
$2,700 00
$397 61
$141 00
$3,238 61
do.
34
Conejos
2,700 00
397 61
141 00
3,238 61
do.
35
Costilla
2,700 00
379 62
141 00
3,220 62
do.
36
Ula
2,700 00
379 62
141 00
3,220 62
do.
37
Gothic
2,700 00
379 62
141 00
3,220 62
do.
38
Leadville
2,700 00
379 62
141 00
3,220 62
do.
39
San Luis Park..
2,700 00
557 62
141 00
3,398 62
do.
40
Saguache
2,700 00
557 62
141 00
3,398 62
do.
41
Labran
2,700 00
557 62
141 00
3,398 62
do.
42
Col Pfeifter
2,700 00
557 62
141 00
3,398 62
do.
43
Tierra Amarilla.
2,700 00
557 62
141 00
3,398 62
do.
44
San Ildefonso..,
2,700 00
557 62
141 00
3,398 62
do.
45
Cieneguilla ...
2,700 00
357 42
141 00
3,198 42
clo.
46
Galisteo
2,700 00
357 42
141 00
3,198 42
do.
47
Albuquerque.. .
2,700 00
357 42
141 00
3,198 42
do.
48
Bernalillo
2,700 00
357 42
141 00
3,198 42
do.
49
Alameda
2,700 00
347 62
141 00
3,188 62
do.
50
Guadalupe. . ..
2,700 00
347 62
141 00
3,188 62
do.
51
Hillerton
2,700 00
347 62
141 00
3,188 62
do.
52
Pena Blanca.. ..
2,700 00
347 62
141 00
3,188 62
do.
53
Durango
2,700 00
347 62
141 00
3,188 62
do.
54
Beaubien
2,700 00
347 62
141 00
3,188 62
do.
55
Hermosa
2,700 00
347 62
141 00
3,188 62
do.
56
Rico
2,700 00
347 62
141 00
3,188 62
do.
57
Tularosa
2,700 00
347 62
141 00
3,188 62
Mail Car.
4
1,500 00
215 62
141 00
1,856 62
do.
5
1,500 00
200 00
' 141 00
1,841 00
Bagg. Car.
9
1,350 00
215 62
141 00
1,706 62
do.
10
1,350 00
215 62
141 00
1,706 62
73,200 00
11,064 54
4,089 00
88,353 54
Sheet No. 1, $509,754 16
" 2, . . . 88,353 54
$598,107 70
t
the above to be correct.
(Signed,) D. C. DODGE, Gen'l Manager
Denver, Col., May 31st, 1880. Denver é Bio Grande Railway Co.
Approved,
FKANCIS H. JACKSON,
Vice-Pres't Rio Grande Extension Co.
16
State of Pennsylvania, )
City of Philadelphia, j 1 '
On this eleventh, day of June, A. D. 1880, before me
personally came Francis H. Jackson, Vice-President of
the Rio Gfrande Extension Company, known to me to be
the same person described in and who executed the pre¬
ceding instrument as such Vice-President, and acknowl¬
edged the execution thereof as and for the act of the
said Rio Grande Extension Company, and for the uses
and purposes in said instrument described, and that said
instrument is sealed with the common seal of said Com¬
pany.
A. P. RUTHERFORD,
Notary Public.
State of Pennsylvania, /
City of Philadelphia, j
On this eleventh day of June, A. D. 1880, before me
personally came, in said city, Thomas Cochran, Presi¬
dent, and John J. Gilroy, Secretary, of the Guarantee
Trust and Safe Deposit Company, of Philadelphia,
known to me to be the same persons of those names who
executed the preceding instrument, and acknowledged
the execution thereof as such President and Secretary
as and for the act and deed of said Company, and that
the seal attached to said instrument is the common and
corporate seal of said Company.
A. P. RUTHERFORD,
Notary Public.
A s*, s?, j.
H
®fo gndenturje, made and entered into this first
day of May, A. D. one thousand eight hundred and
eighty, between THE RIO GRANDE EXTENSION
COMPANY, party of the first part, and THE DENVER
AND RIO GRANDE RAILWAY COMPANY, party
of the second part, ,
That the party of the first part, for and in
consideration, as well of the sum of one dollar to it duly
paid by the party of the second part, at or before the
ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, as of the refits and
covenants hereinafter mentioned, reserved and contained
to be paid, kept and performed by the party of the
second part, hath contracted and agreed, and by these
presents doth contract and agree to deliver to and place
upon the railways of the party of the second part for its
use thereon, and subject to its control as to use and
employment, all such locomotives, passenger, freight,
and other cars of an aggregate value not less than one
million of dollars, such cars and locomotives to be of
such pattern, capacity, construction and material as may
be required and approved by the party of the second
part, or its superintendent or other duly authorized agent,
upon the following terms and conditions, that is to say :
every car and locomotive so delivered and accepted shall
be marked as follows : " Colorado Rolling Stock Trust "
or "C. R. S. Trust," either or both. An inventory or
schedule shall be made from time to time, as delivered,
of all cars and locomotives placed as aforesaid upon the
i
railroad of the party of the second part, containing a
18
memorandum of the date of its delivery and the original
cost of each car and locomotive in gold coin of the United
States. As long as the party of the second part shall
keep the covenants hereinafter contained, it shall be per¬
mitted and allowed the sole and exclusive control thereof
as to use and employment of the said cars and locomo¬
tives so delivered to it marked and inventoried.
>
And the party of the second part covenants and agrees
that it shall and will pay to the party of the first part,
or its assigns, for such cars and locomotives, rent as
follows :
During the first year such rent shall be equivalent to
interest at the rate of seven per cent, on the inventoried
value thereof, and one-tenth of such inventoried value
added thereto.
During the second year such rent shall be equivalent
to interest on nine-tenths of such inventoried value, and
one-tenth of such inventoried value added thereto.
t
During the third year such rent shall be equivalent to
interest on eight-tenths of such inventoried value, and
one-tenth of such inventoried value added thereto.
During the fourth year such rent shall be equivalent
to interest on seven-tenths of such inventoried value,
and one-tenth of such inventoried value added thereto.
During the fifth year such rent shall be equivalent to
interest on six-tenths of such inventoried value, and one-
tenth of such inventoried value added thereto.
During the sixth year such rent shall be equivalent to
interest on five tenths of such inventoried value, and one-
tenth of such inventoried value added thereto.
During the seventh year such rent shall be equivalent
to interest on four-tenths of such inventoried value, and
one-tenth of such inventoried value added thereto.
During the eighth year such rent shall be equivalent to
interest on three-tenths of such inventoried value, and
one-tenth of such inventoried value added thereto.
During the ninth year such rent shall be equivalent to
19
interest on two-tenths of such inventoried value, and
/
one-tenth of such inventoried value added thereto.
During the tenth year such rent shall be equivalent to
interest on one-tenth of such inventoried value, and one-
tenth of such inventoried value added thereto.
Such rent shall be paid in gold coin of the United
States, and in semi-annual installments on the first days
of December and June of each and every year, provided
that the installment to be paid in December shall not
exceed in amount one-half the interest accruing during
the then current year, and that the installment to be paid
in June shall be equal to the remainder of the rent for
the year on that day terminating ; it being understood
that for the purpose of this instrument the rent year shall
commence on the first of June.
The party of the second part covenants and agrees that
it shall and will at its own proper cost and charges main¬
tain and keep each and every of such cars and locomo¬
tives placed upon its railway, as aforesaid, in pursuance
of this contract, in good order and repair, and shall and
will replace at its own cost any of such cars and locomo¬
tives that may be destroyed from any cause whatsoever
while in its service, under its control or management, or
while on any connecting railroad, by other cars and
locomotives of like material, character and construction
equal in value to the inventoried value of the cars or
locomotives destroyed, and marked and numbered the
same as those destroyed.
In case the said party of the second part, as lessee,
shall make default in the payment of any part of said
rent for more than thirty days after the same shall have
become due and payable, or shall fail or refuse to comply
with any of the covenants herein on its behalf to be kept
r
and performed, the party of the first part or its assigns
may, by its or their agents, enter upon the railroad
premises of the party of the second part, and take pos¬
session of all the said cars and locomotives and withdraw
the same from the said railroads, and make such dis-
20
position thereof as it or they may deem proper ; and the
said lessee, party of the second part, shall thereupon
cease to have any rights or remedies under this contract,
but all such rights and remedies shall thenceforth be
deemed to have been waived and surrendered by the
lessee, and no payments theretofore made by the party
of the second part, for the rent or use of such cars or
locomotives, or any or either of them, shall in case of
such default on its part, and such possession by the party
of the first part or its assigns, give to the party of the
second part any legal or equitable interest or title in or
to the said cars or locomotives, or any or either of them,
or any cause or right of action at law or in equity against
the party of the first part, or its assigns, or any persons or
parties claiming by, from or under it or them ; and such
entry and possession by the party of the first part shall
not be a bar to the recovery of the rent actually due for
the same at the time of such default, and so long as the
cars and locomotives, or any of them, shall remain in the
possession of the party of the second part ; and in case in
pursuance of this contract or lease the retaking of such
cars and locomotives is had or rightfully demanded, the
lessee shall and will, without cost or charge to the party
of the first part or its assigns, forthwith in the usual
manner and at the usual speed of freight trains draw the
said cars to such point or points on its railroad as may
be designated by the party of the first part or its assigns
as the point or points at which the said cars and locomo¬
tives shall be withdrawn.
No assignment or transfer of this lease by the party of
the second part without the consent of the party of the
first part, or its assigns, to be indorsed hereon, shall be
valid as against the party of the first part, or its assigns.
And any voluntary transfer without such consent, or
any interference with the possession of the party of the
second part by legal proceedings or otherwise howso¬
ever, whether in law or in equity, or in bankruptcy,
shall be treated and considered at the option of the party
21
of the first part, or its assigns, as an assignment or trans¬
fer hereby forbidden ; and the party of the first part re¬
serves to itself and its assigns the right to declare this
lease terminated.
In case of any nnanthorized sale or transfer thereof by
the party of the second part, or in case of any proceed¬
ings of law or in equity, or otherwise, in which the
said party of the second part may be a party, whereby
any of the rights, duties and obligations of the party of
the second part under this contract shall or may be
transferred, abridged, or in any manner whatever altered
or impaired, or its control and custody of the leases,
cars and locomotives be in anywise interfered with, and
any termination of this lease under this covenant shall
have the same effect as if the party of the first part, or
its assigns, had repossessed themselves of the said cars
and locomotives as hereinbefore provided.
The party of the second part shall and will keep the
said cars and locomotives insured in the same manner
and to the same extent as is customary among railroad
companies, and shall and will also, through its Superin¬
tendent or other proper officer, furnish to the party of
the first part, or its assigns, every year during the con¬
tinuance of this contract, an accurate statement of the
number and description of the said cars and locomotives
then in actual service ; the number and description of
all that may have been destroyed from any cause what¬
ever, and the number repaired during the preceding
year, and the number then undergoing repairs in the
shops of the party of the second part.
And the party of the first part, or its assigns, shall
have the right to inspect the said cars and locomotives
once in every year, and for that purpose to appoint such
person or agent as it or they may see fit, and every such
person or agent shall be allowed such inspection, and be
entitled to a free passage over the railroads of the party
of the second part, for the purpose of making such in¬
spections.
22
Upon the payment in full of all the rents hereinbefore
reserved the said party of the first part, or its assigns,
shall convey, transfer and set over to the party of the
second part, its successors or assigns, alL and singular
the cars and locomotives in respect whereof such rent
has been paid in consideration of the premises, and the
sum of one dollar to be paid upon the delivery of such
transfer, and from then and thenceforth the said cars
and locomotives shall become and be the absolute prop¬
erty of the party of the second part.
It is mutually understood and agreed, as part of the
conditions whereon the party of the first part has exe¬
cuted these presents, that it, the party of the first part,
might, at its option, sell, convey, transfer and assign, or
otherwise dispose of, the rent moneys accruing here¬
under and the property out of which said rent becomes
payable, as well as this instrument, upon such terms and
conditions as it may see fit ; subject, however, so far as
respects said cars and locomotives, or any of them, to
the terms and conditions herein contained.
fu Witting Wutttit, the said parties hereto have
caused their corporate seals respectively to be hereunto
affixed, and these presents to be executed on their behalf
by their Presidents and Secretaries respectively, the day
and year first above written.
THE RIO GRANDE EXTENSION COMPANY,
by A. C. HUNT, President.
Attest :
R. P. WEITBREC, Secretary.
THE DENVER AND RIO GRANDE RAIL¬
WAY COMPANY,
by WM. A. BELL, "Vice-President.
Attest :
WM. WAGNER, Secretary.
--Signed, sealed and delivered ) E. P. STEPHENSON,
in presence of j Notary Public.
23
State of Colorado, /
County of El Paso, f
On this twenty-first day of May, A. D. 1880, before
me personally, at said county, came William A. Bell,
Vice-President of The Denver and Rio Grande Railway
Company, known to me to be the same person described
and who executed the preceding instrument as such
Yice-President, and acknowledged the execution thereof
as and for the act of the said The Denver and Rio Grande
Railway Company, and for the uses and purposes in said
instrument described, and that said instrument is sealed
with the common seal of said Company.
State of Colorado, )
County of El Paso, j
I, E. J. Eaton, County Clerk in and for said County,
in the State aforesaid, do hereby certify that Ernest P.
Stephenson, whose name is subscribed to the certificate
of acknowledgment of the annexed instrument, and
thereon written, was, at the time of taking such acknowl¬
edgment, a Notary Public in and for the said County
of El Paso, and duly authorized and qualified to take
the same, and that I am well acquainted with the hand¬
writing of such Notary Public, and verily believe the
signature to said certificate is genuine, and that said
instrument of writing is executed and acknowledged
according to the laws of this State.
In testimony whereof, I have hereunto set my hand
and affixed the seal of said County, this twenty-first day
of May, 1880.
ERNEST P. STEPHENSON
Notary Public.
E. J. EATON,
Clerk.
24.
State of Colorado, )
County of El Paso, j
On this twenty-first day of May, A. D. 1880, before
me personally, at said County, came the said Alexander
C. Hunt, President of The Rio Grande Extension Com¬
pany, known to me to be the same person of that name
who executed the preceding instrument, and acknowl¬
edged the execution thereof as such President as and
for the act and deed of said Company, and that the seal
attached to said instrument is the common and corpo¬
rate seal of said Company.
ERNEST P. STEPHENSON,
Notary Public.
State of Colorado, )
County of El Paso, f
I, E. J. Eaton, County Clerk in and for said County,
in the State aforesaid, do hereby certify that Ernest P.
Stephenson, whose name is subscribed to the certificate
of acknowledgment of the annexed instrument, and
thereon written, was, at the time of taking such ac¬
knowledgment, a Notary Public in and for the County
of El Paso, and duly authorized and qualified to take
same. And that I am well acquainted with the hand¬
writing of such Notary Public, and verily believe the
signature to said certificate is genuine, and that said
instrument of writing is executed and acknowledged
according to the laws of this State.
In testimony whereof, I have hereunto set my hand
/^IscTcoyx and affixed the seal of said county, this
f seal. ' j twenty-first day of May, 1880.
E. J. EATON, Clerk.
State of Illinois, )
County of Cook, j
On this twenty-sixtli day of May, A. D. 1880, before
me personally, at said County, came R. P. Weitbrec,
Secretary of The Rio Grande Extension Co., known to
25
me to be the same person described and who executed
the preceding instrument as such Secretary, and acknowl¬
edged the execution thereof as and for the act of the
said Rio Grande Extension Company, and for the uses
and purposes in said instrument described, and that said
instrument is sealed with the common seal of said Com¬
pany.
State of Illinois, )
Cook County, j *
I, E. P. C. Klokke, Clerk of the County Court of
Cook County, the same being a Court of Record, do
hereby certify, that Prank J. Loesch, Esq., whose name
is subscribed to the proof or acknowledgment of the
annexed instrument in writing, was at the time of taking
such proof or acknowledgment a Notary Public in and
for Cook County, duly commissioned, sworn and acting
as such, and authorized to take the same ; that I am
well acquainted with his handwriting, and verily believe
that the signature to the said proof or acknowledgment
is genuine, and further, that the annexed instrument is
executed and acknowledged according to the laws of the
State of Illinois.
In testimony whereof, I have hereunto set my hand
and affixed the seal of said Court, at the City of Chicago,
in the said County, this twenty-seventh day of May,
FRANK J. LOESCH,
Notary Publie.
1880.
E. F. C. KLOKKE,
Clerk.
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