'■■■ ■■■
THE SHERMAN, SHREVEPORT AND SOUTHERN
RAILWAY COMPANY
TO
CENTRAL TRUST COMPANY OF
NEW YORK.
FIRST MORTGAQF.
Dated June 1st, 1893.
^ÎtÎ6 made the first day of June, in
the year one thousand eight hundred and ninety-three,
by and between The Sherman, Shreveport and Southern
Railway Company, a corporation organized and existing
under and by virtue of the laws of the State of Texas,
hereinafter called the Railway Company, party of the first
part, and the Central Trust Company of New York, a
corporation organized and existing under and by virtue
of the laws of the State of New York, hereinafter called
the Trustee, party of the second part, Witnesseth: that,
Whereas, pursuant to a decree of confirmation of sale,
made by the District Court of Travis County, for the
Fifty-third Judicial District, on January 31, 1893, in an
action wherein the State of Texas was plaintiff and the
East Line and Red River Railroad Company was de¬
fendant, William M. Giles and George T. Todd, Master
Commissioners of Sale, duly made, executed and delivered
to Henry W. Poor, the purchaser at the sale of the rail¬
road, property, effects, assets and franchises of the said
East Line and Red River Railroad, held at the City of
Jefferson, Texas, on January 24, 1893, their deed, dated on
said January 31 1893, whereby they conveyed to him all
the property mentioned in said deed, on the terms therein
expressed; and
Whereas, the said Henry W. Poor, by deed dated
March 8, 1893, duly conveyed, on March 13, 1893, to said
The Sherman, Shreveport and Southern Railway Com¬
pany, the railroad and properties in said deed mentioned,
and on the terms therein expressed, pursuant to a con¬
tract for the purchase and sale thereof, dated March 2,
1893; and
Whereas, the said The Sherman, Shreveport and Southern
2
Railway Company, the party of the first part hereto, was
duly organized pursuant to law, and filed its Articles of
Incorporation in the office of the Secretary of State, of
the State of Texas, on the 28th day of February, 1893, and
the said Articles of Incorporation, being duly approved by
the Attorney-General of the said State, having been duly
filed on said day in the office of said Secretary of State, of
the State of Texas, and the said Railway Company having
thereupon become a corporation duly organized under the
laws of the State of Texas; and
Whereas, the said Railway Company was formed
for the purpose of acquiring, owning, maintaining and
operating the said railroad so purchased, as aforesaid,
by the said Henry W. Poor, as set forth in said Articles
of Incorporation, to wit, the railroad heretofore known as
the East Line and Red River Railroad, extending from the
City of Jefferson, in Marion County, Texas, to the City of
McKinney, in Collin County, in the State of Texas aforesaid,
a distance of one hundred and fifty-five miles, more or less,
and running through the counties of Marion, Cass, Morris,
Titus, Camp, Franklin, Wood, Hopkins, Hunt and Collin;
and was also organized for the further purpose of extending
the railroad aforesaid, by constructing additional con¬
necting lines of railroad, from the City of Jeffei^on, in
Marion County, aforesaid, the eastern terminus of said
railroad, in a southeasterly direction, through the
counties of Marion and Harrison, a distance of thirt3''-five
miles, more or less, to a point in the eastern boundary line
of the State of Texas, in Harrison County aforesaid, in the
general direction, as nearly as practicable, of, and with
the view of an extension to, the City of Shreveport, in the
State of Louisiana: and also for the further purpose of
extending the railway aforesaid by constructing ad¬
ditional connecting lines of railroad from the City of Mc¬
Kinney, in Collin County aforesaid, the western ter¬
minus thereof, in a westerly direction through the
counties of Collin, Denton and Wise, to the City of
Decatur^ in Wise County, a distance of fifty miles, more
or less, and also an additional connecting line of railroad
from the City of McKinney, in Collin County aforesaid,
the western terminus thereof, in a northwesterly direction,
through the counties of Collin, Denton and Grayson, to
the City of Whitesboro, in Grayson County, a distance of
thirty-five miles, more or less; and
Whereas, by the said contract for the purchase and
sale of the said property, the said Railway Company
agreed to issue to the said Henry W. Poor, in pay¬
ment for all of the railroad and property mentioned in
said contract, three million one hundred thousand dollars
of its first mortgage bonds, of one thousand dollars each,
payable, in gold coin, in fifty years from June 1,1893, with
interest thereon at the rate of five per centum per annum,
payable semi-annually, said bonds to be secured by a
mortgage to the Central Trust Company of New York
upon all of the one hundred and fifty-five miles of railroad
and property to be conveyed under said contract and upon
all property thereafter to be acquired by said Railway
Company, and also one million five hundred and fifty
thousand dollars of its full paid capital stock, and to as¬
sume the payment of the charges existing against said
railroad and property at the date of the transfer and con¬
veyance thereof; and
Whereas, in view of the fact that it was impossible to
have said bonds engraved by the time the said deed was
to be delivered by said Henry W. Poor to the said Rail¬
way Company, pursuant to the terms of said contract, it
was agreed that, at the time of the delivery of the said
deed, the said Railway Company should give to the said
Henr}^ W. Poor its ad interim bond for three million one
hundred thousand dollars, being the full amount of the
bonds to be issued in payment for said property so sold as
aforesaid, as provided in said contract, and that the said
ad interim bond for three million one hundred thousand
4
dollars, should be exchangeable for bonds, to the amount of
three million one hundred thousand dollars, to be issued
under this mortgage, and to be delivered not later than
June 1, 1893; and
Whereas, upon the delivery of the said deed by the
said Henry W. Poor to the said Railway Company, the
said Railway Company, in consideration thereof, duly
executed and delivered to the said Henry W. Poor its ad
interira bond, as provided in said contract, for the sum
of three million one hundred thousand dollars, purchase
money, in words and figures following:
UNITED STATES OF AMERICA,
State of Texas.
THE SHERMAN, SHREVEPORT AND SOUTHERN
RAILWAY COMPANY,
Piftv-year First Mortgage Five per cent. Gold
Bond, $3,100,000.
On the first day of June, one thousand nine hundred
and forty-three, for value received The Sherman, Shreve-
port and Southern Railway Company, a corporation
created by and existing under and by virture of the law^s
of the State of Texas, promises to pay to Henry W. Poor
or his assigns, three million one hundred thousand dol¬
lars in gold coin of the United States of America, of or
equal to the present standard of value, to the holder of
this bond, at its financial agency, in the City of New York;
and also promises to pay, from and after June 1, 1893, the
interest thereon semi-annually, at the rate of five per
cent, per annum, in like gold coin, on the first days of
June and December in each year, at the financial agency
aforesaid. This bond is exchangeable at the option of the
holder, tobe exercised on or before June 1, 1893, for three
thousand one hundred bonds of one thousand dollars each,
issued on a basis of tw^enty thousand dollars per mile, all
of like tenor and date, numbered from number one up-
ñ
Wards to three thousand one hundred, and amount¬
ing in the aggregate of their principal to three
million one hundred thousand dollars, payable to
the holder thereof, and having one hundred coupons of
like number attached to each of the said bonds. The pay¬
ment of the principal and interest of this bond or the said
bonds so to be exchanged as aforesaid, is to be secured by
a mortgage or deed of trust of date June 1, 1893, to the
Central Trust Company of New York, conveying, in trust
for the holders of the said bonds, all and singular the lines
of this company's railway within the said State of Texas,
being a completed line of railway from McKinney to Jef¬
ferson, late East Line and Red River Railroad, now the
property of the obligor herein, now built and operated,
aggregating a distance and total mileage of about one
hundred and fifty-five miles, more or less, and also one
hundred and fifty miles, or thereabouts, of additional
railway lines to be built and operated, together with such
other property, real and personal, and the rolling stock,
equipment, material, rights of way, tracks, depots, shops
or shop-grounds, demands, hereditaments, appurtenances,
rights, privileges and franchises, as in the said mortgage
or deed of trust shall be fully declared; and if default shall
be made in the payment of any semi-annual installment
of interest from and after June 1, 1893, on this bond when
the same shall become due and be demanded, and if the
same shall remain unpaid for six months after such
demand, the principal of this bond, in gold coin as afore¬
said, shall become due and payable.
This company hereby waives the benefit of any exten¬
sion, redemption, stay or appraisement laws now existing
or that may hereafter exist.
This bond is given as an ad interim bond pursuant to
and in furtherance of a contract dated March 2, 1893, be¬
tween the Sherman, Shreveport and Southern Railway
Company and said Henry W. Poor, and to be held by him or
his assigns until the mortgage provided for in said contract
to the Central Trust Company of New York can be duly
6
authorized by law and executed and delivered in con¬
formity therewith, and three thousand one hundred bonds
of one thousand dollars each, representing an aggregate
amount of three million one hundred thousand dollars,
can be duly issued thereunder properly engraved so as to
conform to the rules of the Stock Exchange of the City of
New York, to the number of three thousand one hundred,
and delivered to said Henry W. Poor or his assigns.
In witness whereof, the said company hath, pursu¬
ant to resolutions of its Stockholders and Directors, caused
its corporate name to be hereto signed by its President,
and its corporate seal to be hereto affixed and attested by
its Secretary, this 13th day of March, 1893.
The Sherman, Shreveport and Southern
Railway Company,
By William B. Munson,
[corporate seal.] President,
Attest :
H. N. Marache,
Secretary.
And whereas, it is agreed that the said ad interim
bond shall remain in full force and effect after the en¬
graved bonds for the like amount are issued, but shall be
held by the Trustee herein as further security for the
payment of the said engraved bonds for the like amount;
and
Whereas, the said Railway Company is desirous of
discharging its contract obligation to the said Henry W.
Poor for the property acquired by it from him as afore¬
said and since operated and controlled by it, and is also
desirous to further secure the payment of the said ad
interim bond for three million one hundred thousand dol¬
lars' as aforesaid, and is also desirous of borrowing money,
7
for the purpose of acquiring, owning, constructing, main¬
taining and operating the extensions of its existing line
as aforesaid, and for the purpose of continuing the main¬
tenance and operation of its existing line; and
Whereas, in order to discharge its said contract obliga¬
tion and to further secure said Henry W. Poor and to
secure the payment of the said ad interim bond as afore¬
said, and in order to obtain the money for the purposes
aforesaid, the said Railway Company, in accordance with
resolutions duly adopted by its stockholders and Board of
Directors, at meetings, duly called in conformity with
law, and held on May 26, 1893, has determined to make
and issue its bonds of the par value of one thousand
dollars each, numbered from number one to number six
thousand, aggregating a total sum of six million dollars,
and to be issued on a basis of twentv thousand dollars
•J
a mile of its said present line and extensions, payable,
principal and interest, in gold coin of the United States, of
the present standard of weight and fineness, at its financial
agency in the City of New York, to wit, the Central Trust
Company of New York, or at any agency which may here¬
after, in said city, be substituted in its place, each to bear
date the first day of June, 1893, and to come due on the
first day of June, 1943, and to bear interest at the rate of
five per centum per annum, to be payable semi-annually
on the first days of June and December in each year, on
the presentation and surrender of the proper annexed cou¬
pons, the principal whereof shall be payable at such
agencies in New York City, as provided in this mortgage
made to secure the payment thereof; said bonds to be also
exempt from any income tax made, levied or provided by
any laws of the United States, and all of them to be se¬
cured by this mortgage or deed of trust to the Central
Trust Company of New York; and
Whereas, such bonds and the coupons or interest war¬
rants to be annexed thereto, and the Trustee's certificate,
to be endorsed thereon by the Trustee of this mortgage, are
8
to be in the form, or substantially the form, following,
that is to say:
UNITED STATES OP AMERICA,
State of Texas.
THE SHERMAN, SHREVEPORT AND SOUTHERN
RAILWAY COMPANY.
Fifty-Year First Mortgage Five per cent. Gold Bond.
No $1,000
On the first day of June, one thousand nine hundred
and forty-three, for value received. The Sherman, Shreve-
port and Southern Railway Company, a corporation cre¬
ated by and existing under and by virtue of the laws of
the State of Texas, promises to pay one thousand dollars
in gold coin of the United States of America, of or equal
to the present standard of value, to the holder of this
bond, or, in case this bond be registered, then to the
registered holder thereof, at its financial agency, in the
City of New York; and also promises to pay, from and
after June 1, 1893, the interest thereon semi-annually at
the rate of five per cent, per annum, in like gold coin on
the first days of June and December in each year, on the
presentation and surrender of the respective interest
coupons hereto annexed, at the financial agency aforesaid.
This bond is one of a series limited to six thousand bonds,
issued on a basis of twenty thousand dollars per mile of
actually constructed and operated railway, all of like
tenor and date, numbered from number one upwards,
each of the denomination of one thousand dollars, which
bonds amount in the aggregate of their principal to six
million dollars: one hundred coupons of like number are at¬
tached to each of the said bonds. The payment of the prin¬
cipal and interest of the said bonds is secured by a mortgage
or deed of trust of even date herewith, to the Central Trust
Company of New York, conveying, in trust for the hold¬
ers of the said bonds, all and singular the line of this com-
9
paiiy's railway, as in said deed of trust described, aggre¬
gating a distance and total mileage of three hundred and
five miles, more or less, built and to be built, running
from the State line, in the State of Texas, at its easterly
boundary in Harrison County, to McKinney, in Collin
County, Texas, and thence to Whitesboro, in Grayson
County, Texas, and also from said McKinney to Decatur,
in Wise County, Texas, of which one hundred and fifty-
five miles, more or less, to wit, from Jefferson, in Marion
County, Texas, to McKinney, in Collin County, Texas, are,
at the date of these presents, constructed and in operation,
and for which one hundred and fifty-five miles, bonds
numbered from number one to number three thousand
and one hundred, are issued; and also all the right, title
and interest of The Sherman, Shreveport and Southern
Railway Company in the first mortgage bonds, issued at
the rate of twenty thousand dollars per mile, of a line of
railway to be constructed from the westerly boundary of
the State of Louisiana, in the parish of Caddo in said
State, to Shreveport, Louisiana; constituting a total con¬
tinuous mileage of three hundred and five miles, as afore¬
said, more or less; together with such other property, real
and personal, and the rolling stock, equipment, material,
rights of way, tracks, depots, shops or shop grounds, de¬
mands, hereditaments, appurtenances, rights, privileges,
and franchises, as in the said mortgage or deed of trust is
fully declared; and all and every of the said bonds are se¬
cured equally and alike thereby.
If default shall be made in the payment of any semi¬
annual installment of interest on this bond when the same
shall become due and be demanded, and if the same shall
remain unpaid for six months after such demand, the
principal of this bond shall become due and payable, in
the manner provided in the said mortgage or deed of trust.
Stockholders of this company are not individually liable
on this bond or in respect thereto.
This company hereby waives the benefit of any exten¬
sion, redemption, stay or appraisement laws now existing
or that may hereafter exist.
10
This bond is to be valid only when authenticated by a
certificate endorsed hereon, signed by the Trustee, to the
effect that it is one of the bonds issued under the said
mortgage or deed of trust.
This bond shall pass by delivery, unless it has been
registered on the books of the company, but after regis¬
tration of ownership, duly certified hereon, no transfer,
except upon the books of the company, shall be valid
unless said last registration shall have been to bearer, and
this bond shall continue subject to successive registrations
and to transfers to bearer, at the option of the holder.
In witness whereof, the said company hath caused its
corporate name to be hereto signed by its President, and
its corporate seal to be hereto affixed and attested by its
Secretary, this first day of June, 1893, and the annexed
coupons to be executed with the engraved signature of its
treasurer.
The Sherman, Shreveport and Southern
Eailway Company,
By
President.
Attest:
Secretary.
[form of interest warrant or coupon. ]
No .$25.
The Sherman, Shreveport and Southern Eailway
Company will pay the bearer, at its financial agency in
the City of New York, twenty-five dollars in United States
Gold Coin, on the day of , being six
months' interest then due on its First Mortgage Gold
Bond, No
Treasurer.
11
[trustee's certificate.]
The within bond is hereby certified to be one of the
bonds issued under the mortgage or deed of trust of The
Sherman, Shreveport and Southern Eailway Company to
the Central Trust Company of New York as Trustee,
dated June 1, 1893.
Central Trust Company of New York, Trustee,
By
Vice-President.
[endorsement.]
No.---
The Sherman, Shreveport and Southern Eailwav
Company.
first mortgage bond.
$1,000.
Interest Five Per Cent.
Principal payable June 1, 1913, in United States Gold
Coin.
Interest payable June 1st and December 1st, in the City
of New York, in United States Gold Coin.
J
And whereas, such bonds are not to be entitled to
share in the benefit or security of this mortgage unless
they shall have endorsed thereon such certificate of the
Trustee or its successor or successors in this trust; and
Whereas, such coupons are to be issued with the
engraved signature of the Treasurer of the Railway Com¬
pany, it being, however, agreed by said Railway Company
that, when thus issued, such engraved signature shall be
as binding as if the said signature were affixed to such
coupons by the Treasurer in his own proper handwriting;
and
12
Whereas, by and in accordance with the resolutions
hereinbefore referred to, the Railway Company, at meet¬
ings of its stockholders and directors respectively, duly
called for that purpose and held, did duly resolve and deter¬
mine to secure the payment of the principal and interest of
the said bonds, by this mortgage or deed of trust of its
property, in the manner and to the effect hereinafter ex¬
pressed ;
Now, therefore, this indenture witnesseth: That, in
order to secure the payment of the principal of the said
bonds so to be issued by the Railway Company, with the
interest thereon, unto the person or persons, body or
bodies, politic or corporate, who may become the
holder or holders of the said bonds, or any of them,
his, her, its or their executors, administrators, succes¬
sors or assigns, and in consideration of the sum of one
dollar by the Trustee paid to the said Railway Company,
at or before the signing and sealing and delivery hereof,
the receipt whereof is hereby acknowledged, the said
Railway Company has granted, bargained, sold, assigned,
released, conveyed and confirmed, and by these presents
does hereby grant, bargain, sell, assign, release, convey
and confirm unto the said Trustee, to wit, the Central Trust
Company of New York, as Trustee, and to its successor
or successors in this trust forever;
All and singular the line and extensions of the present
railroad and line of railroad of the Railway Company,
being the line and extensions mentioned in and provided
for by its Articles of Incorporation filed in the office of
the Secretary of State of Texas on the 28th day of Febru¬
ary, 1893, as aforesaid; more particularly described as
follows, and upon which line and extensions this mort-
mortgage will, as herein expressed, be a first and only
lien:
1. All and singular, the existing and constructed line oj
railroad, heretofore known as East Line and Red River
13
Railroad, and now known as The Sherman, Shreveport
and Southern Railway, extending from the City of Jeffer¬
son, in Marion County, Texas, through the counties of
Marion, Cass, Morris, Titus, Camp, Franklin, Wood,
Hopkins, Hunt and Collin to the City of McKinney, in
Collin County, Texas, a distance of one hundred and fifty-
five miles, more or less;
2. All and singular the railroad, as the same is being or
shall he constructed, commencing at the City of Jefferson,
in Marion County, Texas, aforesaid, the present eastern
terminus of said railroad, and running thence in a south¬
easterly direction through the counties of Marion and
Harrison, a distance of thirty-five miles, more or less, to a
point in the eastern boundary line of the State of Texas,
in Harrison County, Texas, aforesaid, in the general direc¬
tion, as nearly as practicable, of, and with the view of an ex¬
tension to, the City of Shreveport, in the State of
Louisiana;
3. All and singular the railroad, as the same is being or
shall be constructed, commencing from the City of
McKinney, in Collin County, Texas, aforesaid, the present
western terminus of said railroad, and running thence in
a westerly direction through the counties of Collin,
Denton and Wise to the City of Decatur, in Wise County,
Texas, a distance of fifty miles, more or less.
4. All and singular the railroad, as the same is being
or shall be constructed, commencing at the City of
McKinney, in Collin County, Texas, aforesaid, the pres¬
ent western terminus of said railroad, and run¬
ning thence in a northwesterly direction through the
counties of Collin, Denton and Grayson, to the City of
Whitesboro, in Grayson County, Texas, a distance of
thirty-five miles, more or less.
Said line of railway and extensions as aforesaid being in
all a distance and total mileage, in the State of Texas,
of two hundred and seventy-five miles, more or less;'
14
and including in the lien of this deed of trust or
mortgage all the franchises^ road-bed, superstructure
and rights of way of said railway ; also all lands
and real estate, held for railway purposes or otherwise ;
also all rails, tracks, side-tracks, switches, spurs, turn¬
outs, bridges, viaducts, buildings, depots, station-houses,
car-houses, wood-houses, warehouses, shops, turn-tables,
water stations, fences, structures, erections, fixtures, ap¬
purtenances, and all other things of whatever kind belong¬
ing thereunto or in anywise appertaining, or which have
been heretofore acquired or provided, or shall be acquired
or provided for use upon or in connection with the said
railroad and extensions as aforesaid, and all lands acquired
or designed for depots, warehouses or other structures at
either of the termini of said railroad, as well as along the
line of said road, and all other property, real, personal
and mixed, of every kind, character and description, now
belonging or appertaining to said railroad, not heretofore
described and conveyed, or which was acquired for use
upon or in connection with or for the purposes of said
railroad; together with all property or railroad hereafter
acquired by said Eailway Company, its successors or
assigns ;
And also all of the equipment, consisting of locomotives,
passenger cars, freight and platform cars and all other
appliances known as equipment or rolling stock, material
on hand, supplies and machinery, implements and furni¬
ture, contents of repair shops, and all other personal prop¬
erty or chattels now belonging to said railway, or pertain¬
ing thereto, or hereafter acquired;
Together with all and singular the tenements, heredita¬
ments, appurtenances and premises aforesaid, and the re¬
version and reversions, remainder and remainders, rents,
issues and profits thereof, and all the estate, right, title
and interest, property, possession, claim and demand
whatsoever, at la^v or inequity, of the Railway Company,
of, in and to the same and every part and parcel thereof.
And the said Railway Company also sells, assigns,
transfers and conveys unto said Trustee all its right, title
15
and interest in and to such first mortgage bonds issued
upon the basis of twenty thousand dollars a mile, as it
may hereafter acquire and which may be issued by a
railroad company the line of which connects with the
line of said Railway Company, and commencing at the
State line of Texas, at the eastern terminus of the railway
aforesaid, and running thence in a southeasterly direction
to Shreveport, in the State of Louisiana, a distance of
thirty miles, more or less; upon which bonds, when ac¬
quired by said Railway Company, this mortgage is to be
a first lien.
Subject, nevertheless, to the payment with the pro¬
ceeds of the bonds to be issued under this mortgage of a
certain charge upon the said property by reason of the
issuance by William M. Giles, as Receiver of the
East Line and Red River Railroad, of Receiver's certifi¬
cates to the amount of four hundred and eighty nine
thousand dollars and interest, and also to the payment of
any claims that may be a lien upon said railroad and prop¬
erty by reason of the former operation thereof by said
William M. Giles, as Receiver, down to January 31, 1893,
and also any claims which may have been assumed by the
said Henry W. Poor by the deed of the said Master Com¬
missioners Giles and Todd to him as aforesaid and by the
said Railway Company on acquiring said property from said
Henry W. Poor and any claims of or against the said
Henry W. Poor by reason of the purchase by him of said
property and the operation thereof by him; the intention
hereof being that the said claims shall be paid with the
said bonds issued hereunder or the proceeds thereof, and
that upon the payment thereof this mortgage shall be the
first and only lien upon the said railway and property
herein described.
And there is hereby included in the lien of this mort¬
gage, in addition to the above described extensions of said
existing line of railway, or so much thereof as may here¬
after be constructed, if such construction of extensions be
less than one hundred and twenty niiles, also such
further extensions or branch lines as said Railway Com-
16
pany may hereafter project and construct to the full ex¬
tent of such additional one hundred and twenty miles; it
being understood that the bonds secured by these presents
are issued to provide for, in part, and the proceeds thereof
are to be used in part in the construction of one hundred
and twenty miles of railway, more or less, in addition to
the existing one hundred and fifty-five miles of railway,
more or less, and that any deficiency in the mileage
of the above described lines may be provided and
made good in the construction of such additional exten¬
sions as may be hereafter determined by the Eailway
Company, and that the same when so determined upon
and constructed shall constitute a part of the mortgaged
property and stand pledged as security therewith for the
payment of the principal and interest of said six million
dollars of bonds, but whenever by such construction the
lines of railway hereby mortgaged amount in all to two
hundred and seventy-five miles, the lien of this mortgage
shall extend to and include such two hundred and
seventy-five miles so first constructed.
To HAVE AND TO HOLD all and singular the said prop¬
erty, lines and extensions of its present line of rail¬
road and granted premises, together with the appurte¬
nances thereunto belonging, rolling stock and equipment
thereof, present and future, and all other premises,
properties, rights, interests, franchises, revenues, tolls,
incomes, immunities, privileges and other things afore¬
said, arising from or connected with said line and
extensions, unto the said Trustee, and to its suc¬
cessor or successors in that behalf; in trust, neverthe¬
less, for the equal pro rata use, benefit and security of all
persons and corporations who shall become or be the
owners or lawful holders of any of the said bonds to the
aggregate amount of six million dollars, intended to be
secured hereby as aforesaid, or of any of the coupons
appertaining thereto, without any preference or priority
of one bond over another by reason of priority in the time
of issue or negotiation thereof or otherwise, for the uses
17
and purposes herein expressed, and upon the following
conditions, covenants and agreements, to wit:
First.—The said Trustee shall certify such bonds of
said issue as shall be delivered to it by the Railway Com¬
pany for certification as herein provided, and shall deliver
the same to the Railway Company, or to its order, at the
rate of twenty thousand dollars per mile for each mile of
road constructed, as follows:
Bonds to the amount of three million one hundred thou¬
sand dollars shall, upon the execution and delivery to and
acceptance by the Trustee of this mortgage and its
transmission for record, be delivered to said Railway Com¬
pany for the one hundred and fifty-five miles, more or
less, of roadway already constructed and in operation; of
which, bonds to an amount to be agreed upon shall be
redeposited with the Central Trust Company of New
York as Trustee of the mortgage of the Missouri, Kansas
& Texas Railway to the said Trustee, dated June 1, 1890,
as collateral to said mortgage last named, and to be held
under the trust stated therein with respect to the East
Line & Red River Railroad bonds, heretofore deposited
with it and surrendered by it, and to be held in lieu of
the said bonds and upon the same trust, as more fully
declared by contract entered into between the Trustee
herein and the said Henry W. Poor and the Missouri,
Kansas & Texas Railway Company, and the remaining
bonds of said issue of three million one hundred thousand
dollars shall be used for the purpose of enabling the said
Railway Company and the said Henry W. Poor to dis¬
charge, with ihe proceeds thereof, all charges, liens and
claims hei^einbefore referred to, having priority over the
obligation and lien of this mortgage and the bonds issued
hereunder.
Bonds for the remainder of said mileage to be con¬
structed in the State of Texas, viz., one hundred and twenty
miles, shall be delivered to said Railway Company, upon
the certificate of its Chief Engineer stating that there have
been constructed for ^nd accepted by the Railway Com-
18
pany sections of said extensions of ten miles in length
each; it being further understood that said bonds for
said extensions may be certified and delivered as aforesaid
by said Trustee in less sums than tv^o hundred thousand
dollars, at the rate, however, of twenty thousand dollars
per mile, when the construction of less than ten miles is
necessary to complete any of said extensions. Or, the bonds
for the remainder of said mileage of one hundred and
twenty miles, together with the bonds next herein men¬
tioned, for five hundred thousand dollars, shall be certified
by the Trustee and delivered to the Eailway Company,
upon the making, by the Railway Company, of a contract
with a responsible contractor, to secure the construction of
any of said extensions, or all of them, and upon an engage¬
ment, in writing, by the said contractor with the said Trus¬
tee, that such extension or extensions will be built in con¬
formity with certain specifications prescribed by the Rail¬
way Company, and upon the pledge of the said bonds with
the Trustee by the contractor as security for the performance
of its contract for the construction of said extension or ex¬
tensions, or otherwise securing said performance to the
satisfaction of the Trustee. And the said Trustee agrees,
on such pledge or provision for other security, to release,
from time to time, as the work of construction progresses,
and upon proof, by the certificate of the Chief Engineer of
the Railway Company, that sections of ten miles have been
constructed and accepted by said Railway Company, or less
than ten miles when necessary to complete any extension,
such proportionate part of said bonds so pledged, or of
other security so given as such mileage constructed bears
to the number of said bonds for said mileage of one hun¬
dred and twenty miles, and will also release the five
hundred thousand dollars of bonds herein next mentioned,
upon the acquisition of the bonds of a connecting line of
road, as herein next mentioned, of an equivalent amount,
and delivery thereof to said Trustee.
Bonds for an amount not in excess of five hundred thou¬
sand dollars shall be issued for a like amount of first
mortgage bonds issued or to be issued by a connecting
19
line of road, upon the basis of twenty thousand dollars
a mile of its railway, and delivered to the Trustee herein
as collateral to this mortgage, and the bonds of the
Eailway Company shall be delivered to an equivalent
amount by said Trustee to said Railway Company on such
exchange.
It is further agreed and understood that it shall be
competent for the Railway Company to negotiate and sell
the whole of the bonds which are intended to provide for
the construction of said extensions, and which are to be
delivered under this mortgage, or any part thereof, and in
advance of the completion of said extensions, and upon the
certificate of the President of the Railway Company or its
Executive Committee that such bonds have been sold at a
price named by said President or said Executive Com¬
mittee, said bonds so sold shall be certified by the Trustee,
and delivered by it to the Railway Company or its order,
and the proceeds of the sale thereof shall be turned over to
the Trustee for the purposes of the acquisition and con¬
struction of such extensions of the lines of railway of the
Texas company. Such proceeds shall be held by the Trus¬
tee and shall be paid out only in the following manner,
viz. : If and when the Railway Company shall deliver to
the Trustee a certificate of its Chief Engineer, counter¬
signed by its President, that a number of miles of said ex¬
tensions stated in said certificate, has been constructed for
and accepted by the Railway Company, the Trustee shall
pay over to the Railway Company, or to its order, such
amount of said proceeds so held by it as shall be the pro¬
ceeds of sale of bonds issued at the rate of twenty thou¬
sand dollars per mile of said extensions so certified to have
been constructed; but no more bonds per mile shall be is¬
sued hereunder on any such branch lines or extensions of
said railway than such an amount as shall be equal to the
rate per mile heretofore mentioned, to wit, twenty thou¬
sand dollars per mile.
And the said Railway Company further covenants and
agrees that it will not issue, negotiate or sell or otherwise
dispose of the bonds issued hereunder in any manner in-
2Ö
consistent with the provisions of these presents and its
covenants and agreements in that behalf herein contained,
and that it will apply the proceeds of said bonds exclu¬
sively for the purposes herein stated and provided for.
Second.—Until default shall be made by the Railway
Company, its successors or assigns, in the payment of the
principal or intérest of the said bonds, or some of them,
as herein provided, or in the performance of some other of
the covenants, stipulations and provisions on its part in
this mortgage contained, and such default shall have con¬
tinued for the period of six months and not have been
waived, the said Railway Company, its successors and
assigns, and lessees, shall be suffered and permitted to
possess and enjoy the said premises, with all their appur¬
tenances, and all and singular the rights and franchises
hereinbefore described, and to receive, take and use the
tolls, income, earnings and profits thereof, and may dis¬
pose of the current net revenue and income of all of the
said properties and railroad hereby conveyed in such
manner as it may deem best.
Third.—The Railway Company does hereby covenant
and agree to and with the said Trustee, and its suc¬
cessors in the trust hereby created, that the said Railway
Company, its successors, assigns or lessees, while remain¬
ing in possession of the said mortgaged premises, shall
and will, from time to time, and whenever the same shall
be due and payable, pay and discharge all taxes, assess¬
ments and Government charges lawfully imposed upon
said mortgaged premises, or any part thereof, the lien
whereof might or could be held to be prior to the lien of
these presents, so that the priority of this mortgage shall
be duly preserved, and that the Railway Company shall
not, or will not, do or suffer any matter or thing whatsoever,
whereby the lien of this mortgage might or could be im¬
paired, until the bonds hereby secured, with all interest
accrued thereon, shall have been duly paid and satisfied^
öl
Fouëtîî.—If the Railway Company shall well and triil^^
pay to the holders thereof the principal of the bonds issued
and to be issued hereunder, and the interest moneys to
grow due thereon respectively, at the time and in the
manner specified in said bonds and the coupons thereunto
annexed, and according to their tenor and effect, and shall
keep and perform all the covenants, agreements and stipu¬
lations on its part herein contained, then these presents
and the trust hereby created shall cease and determine,
and all the estate, right, title and interest hereby vested
in the said Trustee, its successor or successors in trust,
shall at once be divested without any formal release, dis¬
charge or reconveyance, and the right to all the real and
personal property hereby granted and conveyed shall re¬
vert to and revest in the Railway Company, its successors or
assigns, without any acknowledgment of satisfaction, re¬
conveyance, surrender, re-entry or other act; and there¬
upon, at the request of the said Railway Company, or its
assigns, this indenture shall be satisfied and discharged,
and a release and satisfaction thereof shall be entered in
each of all of the several counties in which this indenture
shall have been recorded, at the cost of the said Railway
Company.
Fifth.—While the said Railway Company shall be in
possession of said mortgaged premises, and there shall
be no existing default in the payment of principal or in¬
terest of any of the said bonds, or in the performance of
the stipulations, conditions and provisions on the part of
the said Railway Company, in this mortgage contained,
the said Trustee, or its successor or successors in the
trust hereby created, shall have full power and author-
ity, in its or their discretion, upon the application in writ¬
ing of the Railway Company, to release from the lien and
operation of this mortgage any part of the mortgaged
property; provided, however, that under this authority
no portion of the main track or tracks of the said line
and extensions of the lines of said railway, nor any
part of the principal depot or terminal facilities, or other
22
property, which, in the judgment of the Trustee, is or
may be essential to the due operation of the said line
and extensions of the line of said railway, shall be so
released, unless replaced by property, in the judgment of
the Trustee, of equal value. And while the Raihvay Com¬
pany shall be in the possession of the said mortgaged prem¬
ises, and there shall be no default in the payment of prin¬
cipal or interest of any of the said bonds or in the per¬
formance of the stipulations, conditions and provisions on
the part of the Railway Company, in this mortgage contain¬
ed, the Railway Company, its successors or assigns, may,
from time to time, seller otherwise dispose of, free and
clear from the lien or operation of this mortgage, any rolling
stock, equipment or other personal property intended for
use upon the said line and extensions of the said line of
railway of the Railway Company which shall have become
worn out or otherwise unsuitable for use, or whenever it
shall be intended to replace the same by other rolling
stock, equipment or other personal property. Provided^
however^ that such sale or disposition shall not impair or
reduce the efficiency of the rolling stock, equipment or
other personal property required for the proper working
of the road, and all rolling stock, equipment or other per¬
sonal property which shall from time to time be acquired
for use on the said line and extensions of said line of rail¬
way or its appurtenances, by the Railway Company, its
successors or assigns, wúth the proceeds of any sale or dis¬
position as aforesaid, or otherwise, shall be subject to the
lien of these presents.
The Trustee shall not be subject to any liability to any
person or persons, by reason of any act done or performed
in good faith under the provisions of this article.
Sixth.—If default shall be made in the payment of the
principal or of any interest on any of the afore-mentioned
bonds issued and secured by this instrument, according
to the tenor thereof, or of coupons attached thereto,
and such default shall continue for the full period of
six months after such payment has, in writing, been
23
duly demanded of the said Railway Company, its succes¬
sors or assigns, at its or their agency in the City of New
York, or if default shall be made in the performance of any
of the other covenants, promises and agreements on the
part of the Railway Company herein contained, and such
default shall continue for a period of six months, then and
thereupon the principal of all the bonds hereby secured shall
be and become immediately due and payable whensoever
thereafter, the default still continuing, the said Trustee
shall give written notice to the Railway Company, its suc¬
cessors or assigns, of its option to that effect; and the said
Trustee shall and must give such notice, if and when
required in writing to do so by the holders of one-half of
the said bonds then outstanding, other than those held by
the Trustee aforesaid.
A majority in interest of the holders of said bonds may,
by writing, under their hands, duly authenticated, waive,
or may instruct the said Trustee to waive, any default in
the payment of principal or interest, on such terms and
conditions as such majority in interest may deem proper;
provided, always, and it is hereby declared, that no such
action of the Trustee or bondholders shall extend to or be
taken to affect any subsequent default, or to impair the
rights resulting therefrom.
Subsequent defaults in the payment of principal and
interest may, in like manner, be waived; but no default
in the payment of any installment of interest shall be
waived, unless all preceding installments of interest shall
have been paid in full. And it is agreed that any such
action of such majority in interest of the bondholders shall
be binding upon all of the holders of the bonds secured by
this mortgage, as though each bondholder had consented
to such waiver.
Seventh.—Upon such default, and its continuance for
six months as aforesaid, and after notice of its option as
aforesaid, the said Trustee or its successors in the trust
may, in its or their discretion, and shall and must, upon
the request in writing of the holders of one-half in
24
amount of the said bonds then outstanding, and upon
being properly indemnified against the costs and ex¬
penses which may be incurred by acting in pursuance of
such request, enter into and upon and take actual posses¬
sion of the said line and extensions of railway and
of all and singular the premises, property, things and
effects, hereby conveyed, or intended to be con¬
veyed, and each and every part thereof, and have, hold
and use the same, and each and every part thereof,
subject to the lien of these presents, and personally, or
by agent or attorney, manage and operate and conduct
the business of the said railway, and make all such
necessary repairs and improvements in respect thereto
as may seem to it judicious, and collect and receive all
tolls, fares, freight, rents, income, profits and revenue of
the same and of every part thereof, until such time as the
said bonds and interest thereon are fully paid or satisfied;
and after deducting therefrom all proper outlays and ex¬
penses, and all payments that may be made for taxes,
assessments, charges, rentals or liens superior to the lien
of these presents upon said premises, or any part thereof,
as well as a just compensation for its own services and for
the services of such attorneys, agents and assistants as it
may, in the exercise of its discretion, employ for any of
the purposes aforesaid, and for the management and
operation of the said railway and its appurtenances, and
to the needful repair thereof, the said Trustee shall apply
the rest and residue of the moneys received by it, pro
rata, to the payment of interest due upon such of said
bonds as shall then be outstanding. In case all of the
said payments shall have been made in full, and no suit to
foreclose this mortgage shall have been begun or sale made
as hereinafter provided, the said Trustee, after making
such provision as to it may seem advisable for the pay¬
ment of any semi-annual installment of interest next to
fall due, shall restore the possession of the premises
hereby conveyed to the said party of the first part, its
successors or assigns, provided that if any of the defaults
hereinbefore specified be subsequently made, such restera-
25
tion shall not, nor shall any previous entry, be construed
to exhaust, or in any manner impair the power of entry,
or any powers hereby granted to or conferred upon the
said Trustee.
The Trustee, or its successor or successors in the trust,
upon becoming entitled to take possession of the railway
and property as aforesaid, and, after entry as aforesaid,
may, in its or their discretion, and shall and must, upon the
written reouest of the holders of one-half of the said bonds
JL
then outstanding, and upon receiving proper indemnity
against the costs and expenses which may be incurred by
acting in pursuance of such request, cause the said prem¬
ises so mortgaged to be sold as an entirety to the highest
bidder, at public auction, in the City of Greenville, Texas,
after giving at least ninety days' notice of the time, place
and terms of the sale and of the specific property to be sold,
by printed notice published in one or more newspapers in
the City of Greenville, Texas, and in two or more news¬
papers in the City of New York, once in each week dur¬
ing the said term of ninety days.
If default shall be made in the payment of the principal
or interest monevs mentioned in the said bonds and
•/
coupons, or either of them, or any part thereof, and such
default shall continue for the full period of six months
after such payment has been duly demanded of the Eail-
way Company, its successors or assigns, at its or their
agency in the City of New York, or if default shall be
made in the performance of any of the other covenants,
promises and agreements on the part of the Railway Com¬
pany herein contained, and such default shall con¬
tinue for a period of six months, the Trustee may, and
upon being requested in writing by the holders of one-
half in amount of the bonds then outstanding, in re¬
spect of which, or of the coupons on which such de¬
fault may have been made, and upon being properly
indemnified against the costs and expenses which may
be incurred by acting in pursuance of such request, shall
either after entry and possession as above provided, or
without entry and possession, proceed by suit or suits
26
in equity or at law, as the said Trustee may be advised
by counsel, to enforce pa3'^merit of the said bonds, and to
foreclose this mortgage, and to sell the railways, lands,
premises, rights, appurtenances and property of whatso¬
ever kind and description and wheresoever situated, hereby
conveyed, under the judgment or decree of a court or
courts of competent jurisdiction. No bondholder or bond¬
holders shall take any proceeding to enforce the provisions
hereof until after either he or they shall have requested
the Trustee in writing to take proceedings to foreclose this
mortgage and offered proper indemnity, as hereinbefore
provided, and such Trustee shall have thereupon refused
in writing, or unreasonably neglected to take such proceed¬
ing or proceedings. The Trustee shall have the right to
require the person or persons presenting such request to
furnish proof, by affidavit of the signers, as to the owner¬
ship of the bonds represented by him or them, and if such
proof be so required the said request shall be without effect
until such proof shall have been furnished.
Whereas, by agreement, a certain proportion of the
bonds to be issued under this mortgage are to be deposited
with the Trustee herein, as Trustee under the mortgage
made by the Missouri, Kansas & Texas Railway Company to
the Trustee herein, dated June 1, 1890, in lieu of the bonds
of the East Line & Red River Railroad Company which
were surrendered by the Trustee to enable Henry W. Poor
to purchase the line of the East Line & Red River Rail¬
road, which in turn became the property of the Sherman,
Shreveport & Southern Railw^ay Company, the Railway
Company " herein, and which bonds are so to be depos¬
ited under the trust created by said Missouri, Kansas &
Texas Railw^aj' Company mortgage to the Trustee, dated
June 1, 1890, and subject to all the conditions of the said
trust,
It is agreed that the Railway Company shall not he
considered as in default in the payment of the interest on
its bonds secured by this mortgage if it fails to pay the
interest coupons of the said bonds held by the said Trus-
27
tee and so deposited with it under said trusty so long as
the said Missouri, Kansas & Texas Eailway Company
shall well and truly pay the interest upon the bonds
secured by its said deed of trust or mortgage dated June
1, 1890, and so long as the Eailway Company shall pay
the interest upon all the bonds outstanding secured by
this mortgage other than the bonds so deposited in trust
as aforesaid with the Trustee.
And the said Trustee will, upon the payment, as they
accrue, of the interest coupons of the said bonds secured
by said mortgage of the said Missouri, Kansas & Texas
Eailway Company to the Trustee, dated June 1, 1890, and
upon the payment of the interest coupons on the bonds
secured by this mortgage other than those deposited as
aforesaid, deliver to the Eailway Company, at its financial
agency in the City of New York, from time to time, for
cancellation, the coupons, as they respectively fall due, of
the bonds so held in trust by said Trustee, without pay¬
ment thereof, and as though the same had been duly paid.
In case the said Trustee shall proceed by suit or suits in
equity or at law, after default as above provided, said
Trustee or its successor shall be entitled to have the prem¬
ises, estates, franchises, rights, privileges and property
hereby granted and conveyed, or intended so to be, sold by
judicial sale under the order of a court or courts of com¬
petent jurisdiction, for or towards the satisfaction of the
principal and interest due or owing upon the then out¬
standing bonds issued under or entitled to the benefit of
the security of this mortgage, and for the enforcement of
the rights, liens and securities of the Trustee and the bond¬
holders, and shall be entitled, pending any such suit or
proceeding, to a receivership of such premises, estates,
franchises, rights, privileges and property, and of the
fares, freight, tolls, earnings, issues, profits and income
thereof.
In case of a sale being made of the said premises, prop¬
erty, rights and franchises hereby mortgaged, in enforce¬
ment of the mortgage lien hereby created, at public
nuction after advertisement as aforesaid, or under the
28
decree of any court of competent jurisdiction, the same
shall be sold as an entirety, and the holders of the bonds
hereby secured, or of any of them, or the Trustee on be¬
half of all the bondholders, shall have a right to purchase,
upon equal terms with other persons, and it shall be the
duty of the Trustee, if so required, in writing, a reasona¬
ble time before such sale, by the holders of a majority in
value of the outstanding bonds secured hereby, and upon
being offered at the same time adequate indemnity against
all liability to be incurred thereby, to make such purchase
on behalf of all of the bondholders at a reasonable price,
not exceeding the whole amount, principal and interest,
due or accruing on said bonds, together with the expenses
of the proceedings and sale, and the purchaser or pur¬
chasers at such a sale shall be entitled, in making settle¬
ment for and payment of the purchase money bidden at
such sale, to turn in or use towards the payment of such
purchase money the bonds held by such purchaser or pur¬
chasers, to or towards the payment whereof the net proceeds
of such sale shall be legally applicable, reckoning such
bonds, or the amount of the same so turned in or used for
such purpose, at such sum as shall be payable out of the
net proceeds of such sale to said purchaser or purchasers,
as holder or holders of such bonds, for his or their just
share or proportion of such net proceeds of sale, upon due
apportionment of and concerning such net proceeds, due
receipts and acknowledgments being thereupon given by
the holders of such bonds for the amount thus realized
thereon, by reason of turning in or using the same as
aforesaid, and the said bonds being (if the net proceeds of
such sale shall be sufficient to extinguish them) deliv¬
ered up to the person or persons making the sale and en¬
titled to receive payment of the purchase money, or (if
such proceeds shall only suffice to make a partial payment
of such bonds) the endorsement being made upon said
bonds of the amount so realized on account thereof.
The proceeds of any sale made as aforesaid shall be
applied first to the costs and expenses of the foreclosure
and sale, and next to the payment of the principal and
29
interest of the bonds hereby secured, without preference
of interest over principal or of one bond over another, by
reason of priority of issue, or of negotiation or otherwise.
Eighth.—In case of the purchase of the said property,
or any part thereof, by the Trustee, the same shall be held
for the benefit of all the bondholders in proportion to their
respective interests in the said bonds, and the property
thus purchased shall be conveyed to such persons or cor¬
porations as may be designated by a majority in value of
the bondholders, in such manner as shall conform to the
requirements of the laws of the State of Texas, provided
that such conveyance shall be made on such terms as will,
in the judgment of the Trustee, secure to each and every
bondholder his just proportion and right in the property
purchased as aforesaid.
Ninth.—-Upon a sale of the mortgaged premises at pub¬
lic auction after advertisement as aforesaid, as provided
in Article Seventh, the Trustee or its successors in the
trust shall, upon receiving the purchase money therefor,
execute to the purchaser or purchasers thereof a good and
sufficient deed of conveyance, in fee simple, which sale
and conveyance shall forever be a bar against the Eail way
Company, its successors and assigns, and all persons claim¬
ing under it or them, of all right, estate, interest or claim
in or to the premises, property, things, franchises, privi¬
leges and immunities so sold, or to any part thereof,
whether the Trustee be in the possession thereof or not,
and the receipt of the Trustee shall be a full and sufficient
discharge to such purchaser, and no purchaser holding
such receipt shall be liable for the proper application of
the purchase money, or be in any way bound to see that
the same is applied to the uses of this trust, or be in any
manner ansv/erable for its loss or misapplication, or be
bound to inquire into the authority for making such sale.
The Trustee shall, upon any sale to enforce the security
herein provided, after deducting from the proceeds of such
sale the costs and expenses thereof and of the execution
30
of this trust and all payments for taxes, assessments and
counsel fees and other reasonable compensation, apply so
much of the proceeds as may be necessary to the payment
of the principal and interest remaining unpaid upon the
said bonds and coupons, without giving preference to
either principal or interest; it being the intention of this
Indenture that so long as the said line and exten¬
sions of said railroad of said Railway Company and ap¬
purtenances conveyed by this indenture as aforesaid shall
be managed by the Trustee or by a Receiver, as a going
concern, the income shall be applied to the payment of
interest in preference to principal, but that after the sale
of the said line and extensions of said railroad and
its appurtenances as aforesaid, no such preference shall be
made in the distribution of the proceeds.
Tenth.—The rights of entry and of sale herein granted
are intended as cumulative remedies, and shall not be
deemed to deprive the Trustee of any legal or equitable
remedy by judicial proceedings appropriate to enforce the
provisions of this instrument.
Eleventh.—The said Railway Company, for itself, its
successors and assigns, hereby agrees to waive, and does
hereby absolutely and irrevocably waive and relinquish
the benefit and advantage of any and all valuation, stay,
appraisement, redemption or extension law or laws, now
existing or which may hereafter be passed by any State or
States, which, but for this provision, agreement and
waiver, might be applicable to any sale made under the
provisions of this instrument, under and in virtue of a
decree or decrees of any competent Court in a suit insti¬
tuted for the foreclosure of this mortgage, or for enforce¬
ment of the lien by this Indenture created, and the said
Railway Company, for itself, its successors and assigns,
agrees to waive, and doth hereby irrevocably waive any
and all right of redemption which it might or could other¬
wise have or be entitled to under any present or future
laws of any State or States, upon or after, or in respect
31
of any sale of the said hereby mortgaged premises, proper¬
ties, rights, franchises, or any part thereof which may be
made; and the said Eailway Company hereby covenants
that it will not in any manner set up or seek to take the
benefit or advantage of any such present or future valua¬
tion, stay, appraisement, extension or redemption law to
prevent or hinder, or delay such absolute or irredeemable
sale of said mortgaged premises, properties, rights and
franchises as hereinbefore authorized tobe made, as might,
but for such law, be directed or decreed by a Court of
competent jurisdiction.
Twelfth.—The said Railway Company, for itself, its suc¬
cessors and assigns, does hereby covenant, grant and
agree to and with the said party of the second part, and
its successors in this trust, and to and with the respective
persons and corporatioDS who shall at any time become
holders of the said bonds hereby secured, or any of them,
that the said Railway Company, its successors and assigns,
shall and will, at any time, and from time to time here¬
after, upon request, make, do, execute and deliver all
such other and further acts, deeds and things as shall be
reasonably advised, devised, or required to effectuate the
intention of these presents, and to secure and confirm to
the said Trustee, or its successors, all and singular the
property and estate, real and personal, and rights, privi¬
leges and franchises, hereinbefore described, and hereby
intended to be granted, and so as to render the same, and
especially such portions thereof as shall hereafter be ac¬
quired by said Railway Company, available for security
and satisfaction of the said bonds according to the intent
and purposes herein expressed.
Thirteenth.—The Trustee under this mortgage, or
any of its successors may, at any time, on such terms and
conditions as shall be equitable and just, and upon the pay¬
ment to the Trustee of its proper charges and expenses, be
removed from the trust, bv instrument or concurrent in-
struments, in writing, executed under the hands and seals
32
of the holders of two-thirds in amount of the then out¬
standing bonds secured hereby, other than the bonds held,
in lieu of the East Line and Red River Railroad Company
bonds, by the said Trustee, in trust under the mortgage
aforesaid of the Missouri, Kansas and Texas Railway Com¬
pany, dated June, 1, 1890, or their attorneys in fact there¬
unto duly authorized; and any vacancy in the office of
Trustee, whether so created by or arising from resignation,
insolvency, incapacity, or any other cause, maybe filled by
the appointment of one or more competent persons, or a
corporation, as new trustees, or as new trustee, by an in¬
strument or concurrent instruments, in writing, executed
under the hands and seals of the majority in interest of
the holders of the then outstanding bonds secured hereby
as aforesaid, or their attorneys in fact thereunto author¬
ized; and an appointment so made shall supersede and
take precedence of any appointment made in any other
way whatsoever, or as hereinafter provided.
In case, after notice of such vacancy, and of the present
right of the bondholders to fill the same shall have been
published in two newspapers of general circulation in New
York and one in Greenville, Texas, once in each week for
eight successive weeks, the bondholders shall fail to fill
such vacancy by an appointment made as hereinbefore
described, then the Board of Directors of the Railway
Company shall make a temporary appointment for such
vacancy, which shall continue until the holders of a ma¬
jority in interest of the then outstanding bonds secured
hereby, or their attorneys in fact, thereunto duly author¬
ized, shall designate a new trustee or new trustees, to act
hereunder.
In case of a vacancy in the trusteeship, and if the hold¬
ers of two thirds in amount of the said bonds outstanding,
shall, after sixty days' continuance of the said vacancy,
fail to select or designate a new trustee, or in case the
same has not been filled, as herein provided, by the Board
of Directors of said Railway Company, it shall be optional
with the said bondholders, or any of them, to apply in
writing to the then Chief Justice of the Supreme Court of
33
the Ünited States, or to a Circuit Judge of the United
States sitting within and for the Northern District of
Texas, to appoint another trustee or trustees to supply the
vacancy, and in the event that such application be made
by any of the bondholders, reasonable notice of said ap¬
plication shall be given to said Eailway Company, and
the said Chief Justice, or the said Circuit Court Judge, is
hereby authorized, upon application and notice as afore¬
said, without legal proceedings, to appoint one or more
trustees to fill the vacancy.
Any new trustee or trustees, appointed as herein pro¬
vided, shall, upon their, his or its appointment, and with¬
out any further act, deed or conveyance, become and
be vested with all the estates, trusts, rights, powers and
duties of the trustee in whose place they, he or it shall
have been appointed; but, nevertheless, the respective
parties hereto and their respective successors and assigns
shall and will, upon request, make, execute and deliver
all such releases, conveyances and assurances as shall be
appropriate to vest in and confirm and assure to such now
trustees or trustee such estates, trusts, rights, powers and
duties according to the intent above expressed.
Fourteenth.—It is further understood and agreed by
and between the parties hereto that the Trustee under
this mortgage is entitled to reasonable compensation for
all services thereunder. And the said Trustee doth hereby
accept the trust conferred upon it by these presents, but
with the understanding, and it is hereby expressly pro¬
vided and agreed, that it shall not be liable or accountable
for the acts, defaults or neglect of any agent or agents
who may be appointed under and by virtue of or for the
purposes of these presents to do any of the matters or
things herein provided for, unless guilty of culpable negli¬
gence in the selection of such employees, and that no other
liability or responsibility shall be borne by or attach to it
than for the exercise of reasonable diligence only in the
performance of the said trusts, when action on its part for
that purpose shall become necessary.
u
Fifteenth.—The bonds, hereinbefore described arid
hereby secured, shall pass by delivery or by transfer, as
aforesaid, on the books of the Railway Company, for
which purpose a transfer office and books shall be kept at
the City of New York, and after the registration of the
ownership of said-bonds, certified thereon by the transfer
agent of the Railway Company, no transfer of said bonds,
except upon the transfer books of the Railway Company,
shall be valid unless the last transfer shall be to
bearer, which transfer to bearer shall again render said
bonds transferable by delivery, and the said bonds
shall continue subject to successive registration and trans¬
fer to bearer as aforesaid at the option of each successive
holder.
Sixteenth.—The Trustee, or its successor or succes¬
sors, shall be authorized to pay such reasonable compen¬
sation, as it or they shall deem proper, to all attorneys,
officers, agents, servants and employees whom they may
reasonably employ in the management of this trust, and
the Trustee or its successors shall have and be entitled to
just compensation for all services it or they may render in
connection with the trust hereby created, to be paid by
the Railway Company, or out of the trust estate.
Seventeenth.—For the purpose of designating the roll¬
ing stock which shall belong to the line of railway herein
described, it is agreed by and between the parties hereto,
that the Railway Company will mark, in some substan¬
tial manner, all engines and cars of each and every class
purchased by it, with either the name of the Railway
Company or its successors, or the initials of its name.
Eighteenth.—The Railway Company further covenants
that when and as the coupons and interest appertaining to
the bonds secured hereby mature and become payable, the
same shall be paid by it and the coupons canceled except
the coupons attached to the bonds held in trust by the
Trustee as aforesaid as the Trustee under the said mort-
35
gage to it of the Missouri^ Kansas and Texas Eailway
Company, dated June 1, 1890, which, so long as the
coupons on the bonds issued under this mortgage other
than those held by the Trustee, and the coupons on the
bonds issued under the said Missouri, Kansas and Texas
mortgage, dated June 1, 1890, are duly paid, shall from
time to time as they fall due be surrendered without
payment, for cancellation, to the Railway Company; and
it is agreed that no purchase or sale of said coupons or
interest, or advance or loan upon the same, made on
behalf of or at the request of, or with the privity of, the
Railway Company, and no redemption of the said cou¬
pons, or of any of them, by any person or persons what¬
ever, shall be taken to keep or operate as keeping, the
said coupons or interest, alive or in force, as a lien upon
the mortgaged premises, as against the holders of the
bonds secured hereby and of the coupons annexed thereto.
Nineteenth.—And inasmuch as it is intended that this
instrument shall be recorded in the proper office in each of
the several counties wherein the railway property and
premises conveyed hereby, or intended so to be, or some
part thereof is situated, at as nearly the same time as
possible, this Indenture further witnesseth that, although
fourteen or more copies or counterparts thereof are simul¬
taneously executed by the said Railway Company, by its
President, under its corporate seal attested by its Secre¬
tary, in pursuance of the aforesaid resolutions of the said
Railway Company, and delivered to the said Trustee, and
the said Trustee, in evidence of its acceptance of the trusts
thereby created, has likewise duly executed said fourteen
copies or counterparts, all of said copies or counterparts so
executed and delivered, each as an original, shall consti¬
tute but one and the same instrument.
In testimony whereof, The Sherman, Shreveport and
Southern Railway Company, the said party of the first
part, has caused these presents to be signed by its Presi¬
dent, and countersigned by its Secretary, and its corporate
36
seal to be hereunto affixed; and the Central Trust Company
of New York, the said party of the second part, has signi¬
fied its acceptance of the trust hereby created by causing
these presents to he signed by its 2d Vice-President and
countersigned by its Assistant Secretary, and its corporate
seal to he hereunto affixed the day and year first above
written.
The Sherman, Shreveport and Southern Railway
Company,
By William B. Munson,
[corporate seal.] President.
Attest:
Henry N. Marache,
Secretary.
Central Trust Company of New York,
By E. Francis Hyde,
1 corporate seal.] 2d Vice-Fresident.
Attest:
B. G. Mitchell,
AssH Secretary.
ZI
State of Texas, )
County of Grayson, S
Before me, A. L. De Arman, a Notary Public within
and for the County and State aforesaid, on this day
personally appeared Williarn B. Munson, the President,
and Henry N. Marache, the Secretary of The Sher¬
man, Shreveport and Southern Railway Company, per¬
sonally known to me to be the persons whose names are
subscribed to the foregoing instrument and severally
acknowledged to me that they executed the same for the
purposes and consideration therein expressed, and said
William B. Munson, as such President, and Henry N.
Marache, as such Secretary, each acknowledged such in¬
strument to be the act and deed of the Corporation, The
Sherman, Shreveport and Southern Railway Company
aforesaid.
Given under my hand and seal of office this 15th
day of June, 1893.
A. L. De Arman,
[seal.] Notary Public within and for
Grayson County.
38
State op New York, 1 c .
City and County of New York, | •
Before me, Samuel Oppenheim, a Notary Public
within and for the County and State aforesaid, on this
day personally appeared E. Francis Hyde, the Second
Vice-President, and Benjamin G. Mitchell, the Assistant
Secretary of the Central Trust Company of New York,
personally known to me to be the persons whose names
are subscribed to the foregoing instrument, and severally
acknowledged to me that they executed the same for the
purposes and consideration therein expressed, and said
E. Francis Hyde, as such Second Vice-President, and
Benjamin G. Mitchell, as such Assistant Secretary, each
acknowledged such instrument to be the act and deed of
the Corporation, the Central Trust Company of New York
aforesaid.
Given under my hand and seal of office this 22nd
day of June, 1893.
Samuel Oppenheim,
[seal.] Notary Public,
New York County.
[3036FI
5556 042 153320