Northern Lackawanna Railroad
Company
TO
The Standard Trust Company
of New York.
ITnöenture of /Iftcrtaage.
Dated July 30, 190;
trbí0 línbenture»jated as of the twentieth day of July,
nineteen hundred and 4^©? hy and between the Northe^rn
Lackawanna Raii^road Company, a corporation organized
and existing under the Laws of the State of Pennsylvania (here¬
inafter called the ''Company "), party of the first part, and The
Standard Trust Company oe New York, a corporation duly
organized and existing under the Laws of the State of New York,
as Trustee (hereinafter called the "Trustee"), party of the
second part, WITNESSETH :—
Whereas, the Company is a corporation duly incorporated
and existing under and by virtue of the Laws of the State of
Pennsylvania for the purpose, among others, of constructing,
maintaining and operating a railroad for public use in the con¬
veyance of persons and property ;
And -Whereas, said Company has resolved to borrow -si*
kuiiclred thousand dollars ($600,000) for the lawful purposes of
the Company, and has full power and authority so to do ;
And Whereas, said Company by resolutions duly adopted
by its Board of Directors and by its stockholders at meetings
duly and regulary called and held, has authorized the making
and issuine^ of its negotiable bondes ^to the amount of said
cÍK^u^n9rQiT¿tfiou!jand dollars ($¿00/000) in the aggregate, as
are hereinafter more particularly described, all of said bonds to
be sealed with the corporate seal of the Company, signed by its
President or Vice-President, the facsimile signature of the
Treasurer upon the coupons to be sufficient, and with the cer¬
tificate of the Trustee hereunder endorsed hereon, each of said
bonds, coupons and certificates to be substantially of the follow¬
ing tenor, that is to say :
UNITED STATES OF AMERICA,
State of Pennsyevania.
Northern Lackawanna Railroad Compa7iy Seven Per Cent. Fifty
Second Mortgage Gold Bonf
No $1,000.
Know aee men by these presents, that the Northern
Lackawanna Railroad Compam-, a corporation organized and
2
existing under and by virtue of the laws of the State of Pennsyl¬
vania, for value received, hereby promises to pay to bearer, or to
the registered holder of this bond, if the .same be registered, at
the office of The Standard Trust Company of New York, in the
City of New York, the sum of One Thousand Dollars ($i,ooo)
in gold coin of the United States of America of the present stand¬
ard of weight and fineness, on the 20th day of July, 1951, and
to pay interest thereon semi-annually^ from the 20th day of
July, içoi'i at the rate of seven per cent. (7%) per annum,
payable in like gold coin, at the office of The Standard Trust
Company of New York, in the City of New York, on the 20th
days of January and July in each year, upon the presentation
and surrender of the proper coupon therefor, ag the same become
due respectively.
All payments upon this bond, both of principal and interest,
shall be made without deduction of any United States, State,
County or Municipal tax or taxes, which the said Northern
Uackawanna Railroad Company, its successors or assigns, may
be required to pay, deduct or retain therefrom under any present
or future law, the said Northern Lackawanna Railroad Company
hereby agreeing to pay such tax or ta ^ xqoû
This bond is one of a series of bonds
of the denomination of one thousand each,
numbered consecutively from one (i) to s^^ nnn^^5^(6Q^,
both inclusive, all of like date and tenor, payment of the
principal and interest whereof is equally and ratably secured by
a certain Indenture or Deed of Trust bearing even date herewith,
duly executed and delivered by the said Northern Lacka¬
wanna Railroad Company to The Standard Trust Company of
New York as Trustee, to which reference is hereby made for a
description of the property and franchises mortgaged, the nature
and extent of the security, the rights of the holders of said bonds
under the same, and the terms and conditions upon which the
said bonds are issued and secured.
If the obligor or its successors shall make default in the pay¬
ment of any of the installments of interest on any of said bonds
when the same shall fall due as herein provided, or make default
in any of the obligations imposed by the said Indenture or Deed
of Trust, then and in either such case the principal sum of this
3
bond may be duly declared due and payable in the manner and
with the effect provided in said Indenture or Deed of Trust.
This bond may be registered at the option of the holder at
the office of The Standard Trust Company of New York, in the
city of New York, and thereafter and unless at any time regis¬
tered to bearer, the principal thereof shall only be payable to such
persons as on this bond shall appear from time to time to be the
last duly registered transferee thereof.
The registry of this bond will not restrain the negotiability of
the coupons by delivery.
This bond shall not be valid until the certificate endorsed
hereon shall have been signed by or on behalf of the Trustee.
In Witness Whereof, the Northern Tackawanna Railroad
Company has caused these presents to be signed by its President
or Vice-President and its corporate seal to be hereunto affixed and
to be attested by its Secretary and coupons for said interest with
the engraved signature of its Treasurer to be hereto attached, this
twentieth day of July, nineteen hundred and one-.
NORTHERN LACKAWANNA RAILROAD
COMPANY,
By
[Seat.] President.
Attest :
Secretary.
4 \Form of Coupon.'\ $35.
$35. ^-55
Northern Lackawanna Raieroad Company will pay to
bearer at the office of The Standard Trust Company of New
York, in the Cityj5) day of
Thirty-five Dollars in the United States
gold coin, being six months' interest due on its Seven Per Cent.
(7%) Eifly (¿ju) Yuar Second Mortgage Gold Bond No
Treasurer.
4
\Truüeé's Certificate^
It is hereby certified, that this bond is one of the series
of bonds mentioned in the Indenture or Deed of Trust therein
referred to.
THE STANDARD TRUST COMPANY OF NEW YORK,
By
President,
And Whereas, at a meeting of the Board of Directors of
the Company and at a meeting of the stockholders of the said
Company, both duly and regularly called and held, it was re¬
solved to secure said bonds by mortgage or deed of trust, con¬
veying to said Trustee all its property, corporate rights and
franchises which it now owns or may hereafter acquire, and this
Indenture was submitted and it was then and there duly resolved
that said Indenture be executed by the President or Vice-Presi¬
dent in the name and in behalf of the Company, and that the
corporate seal of the Company be thereunto affixed and attested
by the Secretary of the Company, and that the same be delivered
on behalf of the Company to the Trustee therein mentioned ;
And Whereas, at said meeting it was also unanimously re¬
solved that until the said bonds or obligations of the Company
for One Thousand Dollars ($i,ooo) each, intended to be secured
by the said Indenture or Deed of Trust, shall be engraved, ex¬
ecuted and delivered, the said bonds or obligations of the Com¬
pany or any of them may be represented by one or more written
or printed obligations of said Company, bearing even date here¬
with, and for the same aggregate amount, and in like form, except
as to the amount designated therein, with the bond above recited,
and such written or printed obligation or obligations so issued
shall confer the same rights, remedies, lien and security that ap¬
pertain to the said bonds for One Thousand Dollars ($i,ooo)
each, when issued under the provisions of this Indenture or Deed
of Trust, and shall, until surrendered in exchange for a like
amount of engraved bonds, represent said indebtedness ;
Now, therefore, this indenture witnesseth, That the
said Company, for and in consideration of the premises and the
5
sum of One Dollar ($i) to it duly paid before the sealing and
delivery of these presents, the receipt whereof is hereby acknowl¬
edged,and for the purpose of securing equally, as herein provided,
the payments of the principal of the bonds issued and to be issued
as above described, as well as the interest thereon, at the rate of
seven per cent. (7%) per annum, payable semi-annually, in the
manner in the said bonds provided, and also to secure the perform¬
ance of the several covenants and conditions herein expressed,
has granted, bargained, sold, released, confirmed, assigned, trans¬
ferred, conveyed and set over, and by these presents does grant,
bargain, sell, release, confirm, assign, transfer, convey and set
over unto The Standard Trust Company of New York, Trustee,
the said party of the second part, its lawful successor and assigns,
in the trust hereby created, forever, all the railroad of said Com¬
pany beginning at a point in the City of Scranton and extending
to the City of Carbondale, a distance of about eighteen miles,
together with all the real estate belonging to said Company, wher¬
ever the same may be situated, and together with all branches, ex¬
tensions, sidings and turnouts of the ssqd railroad now belonging to
or which may hereafter be constructed by the said Company ; and
all rights, privileges, powers, licenses, easements, rights of way,
lands, rails, tracks, bridges,viaducts, fences,workshops, machinery,
stations, offices, depots, depot-grounds, terminals, yards, build¬
ings, structures, car houses, engine houses, power houses, boilers,
dynamos, fixtures and improvements now owned by said Com¬
pany and used for the purpose of operating the said railroad,
or which may hereafter be acquired by the said Company
and used for the same purpose ; together with all the rolling
stock, implements, tools, materials, motors, poles, wires, trolleys
and all electric equipment and apparatus, and all things now
owned or hereafter to be acquired by said Company, its successors
or assigns, belonging to or used in or upon said railroad or in
connection with the proper equipment and operation of the same,
and any additions to or extensions of said railroad herein and
hereby granted to the Trustee, and also all corporate and other
rights, privileges, appurtenances and franchises of the said Com¬
pany acquired or to be acquired, connected with or relating to the
said railroad, and all and singular the tenements, hereditaments
and appurtenances thereunto belonging or in any wise appertain-
6
ing, and the reversion and reversions, remainder and remainders,
rents, issues and profits thereof.
And also all the estate, right, title, interest, property, pos¬
session, claim and demand whatsoever, as well in law as in equity
*■
now existing or hereafter to be acquired, of the said Company in
and to the said above-described premises and every part and parcel
thereof, with the appurtenances.
To have and to hold all and singular the above granted
and described railway premises, rights, franchises and all other
property, real, personal and mixed, unto the said The Standard
Trust Company of New York, Trustee, party of the second part,
its successors or assigns, in trust for the uses and purpOvSes here¬
after expressed and declared of and concerning the same.
Subject, however, to a mortgage, now a lien upon said
property covered W this Indenture, heretofore given to secure
the payment of Jefe hundred thousand dollars ($^00,000) ; that
is to say :
Article I. Until the said Company, its successor or suc¬
cessors shall make default in the payment of the principal money
or interest secured by said bonds, or any of them, according to
the tenor thereof, or of the coupons thereto annexed, or shall
make default or breach in the performance or observance of any
condition, obligation or requirement of the said bonds or by this
mortgage imposed on the said Company or its successors, the said
Trustee, its successor or successors, shall permit and suffer the
Company, its successors or assigns, to possess, manage, operate
and enjoy the said railway with its equipment and appurtenances
and all other lands and premises, property and franchises, herein¬
before described and conveyed, and to manage the same, and
to receive, take and use the tolls, incomes, revenues, rents, issues
and profits thereof, in the same manner and with the same effect
as if this deed of trust had not been made.
.Article II. If and whenever the said Company, its suc¬
cessor or successors shall make default in the payment of principal
or interest of the said bonds, or any of them, when due, and such
default shall continue for the period of three (3) months, or in case
7
default shall be made in the payment of any taxes, assessments
or charges imposed upon the said mortgaged property or any part
thereof, and such default shall continue for a period of six (6)
months, or in case default shall be made by the Company in any
other provision of this mortgage and such default shall continue
for a period of sixty (60) days after notice in writing by the
Trustee, then and in every such case it shall be lawful for
the said Trustee, its successor or successors, by its or their
attorneys or agents, to enter upon and take and possess all
and singular the railroad, lands, premises and property herein¬
before conveyed, or any of them, or any part or parts thereof,
respectively, and to have, hold and use the same, and to
manage, operäte and control by their superintendents, managers,
receivers or servants, or other attorneys or agents, the said
railroad, appurtenances and other property hereby conveyed,
and to conduct the business thereof, and to make from time
to time all such repairs and replacements and such useful
alterations, additions and improvements thereunto as may seem
to it or them to be judicious, needful or convenient, and to
collect and to receive all tolls, freights, incomes, revenues,
rents, issues and profits therefrom, and of every part and
parcel thereof, and after deducting and defraying the expenses
of managing and operating the said railway and other prop¬
erty hereby conveyed, and conducting the business thereof,
and the cost of all repairs, replacements, alterations, additions
and improvements, and all payments which may be made for
taxes, assessments, charges or liens that have accrued or may
accrue upon the said premises or any part or parcel thereof, and
all other expenses or outgoings whatsoever incurred in relation
thereto, including just and reasonable compensation for its or
their own services, and for the services of its or their attorneys,
counsel or other agents employed by it or them, as well as for
its work, labor and expenses in and about the premises, the
said Trustee, its successor or successors, shall apply the remain¬
ing moneys arising from such collection and receipts as afore¬
said in or towards the payment or interest upon the said bonds
in the order in which said interest shall have become due ratably
to the persons holding the coupons evidencing the right to such
interest, and after paying the interest which shall have become
8
due shall apply the residue of such moneys in or towards the
payment of the principal of said bonds, if due, and unpaid, ratably
and without discrimination or preference, and if, after satisfaction
thereof, a surplus shall remain, shall pay over such surplus to
the said Company, its successors or assigns, or as any Court of
competent jurisdiction shall order ; and the premises and property
hereby conveyed shall be forthwith surrendered to and be there¬
after held, possessed and enjoyed by the said Company, its suc¬
cessors or assigns, subject otherwise to the conditions herein
expressed and declared and to the right of said Trustee, its suc¬
cessor or successors, again to enter upon and take possession of
the said premises, in case of any other or future default and with
the like effect as in this article provided ; Provided, nbverthe-
eess, that if the said Trustee, its successor or successors, shall
think it inexpedient after such entry as aforesaid, to operate and
manage said railroad and premises in the manner aforesaid, it
shall be lawful for them to demise or let the said railroad prem¬
ises and property to any person or persons, corporation or cor¬
porations, willing to operate and manage the same for such term
or period not exceeding one year at any one letting, unless the
consent in writing of the holders of a majority in interest of the
said bonds shall be first obtained to a longer term, at such rent or
proportion of the receipts and profits and generally upon such
terms and conditions as the said Trustee, its successor or suc¬
cessors, shall in their discretion think fit, provided the rental be
sufficient in amount to provide for the payment of the interest
upon the bonds hereby secured at the time outstanding, and all
taxes and other charges prior in lien to this mortgage, and the said
Trustee, its successor or successors, shall apply the revenue or
income to arise from such demise or letting in the same manner
as the net revenue or income to arise in the event of said railway
and premises being operated and managed by the said Trustee, its
successor or successors, is applicable under the provisions immedi¬
ately hereinbefore contained.
Article III. In case the said Company, its succesors or as¬
signs, shall make default in the payment of any installment of
interest on any of: the said bonds, and such default shall continue
for the period of three (3) months after demand of payment, or
9
in case said Company shall make default in the payment of any
taxes, assessments or charges, as above mentioned, and such
default shall continue for six (6) months, or in case said Com¬
pany shall make default in any other provision of this mortgage,
and such default shall continue for a period of sixty (60)
days after notice in writing by the Trustee, then and thereupon
the principal of all of the said bonds shall, at the election of the
said Trustee, its successor or successors, to be signified to the Com¬
pany or its successors, by notice in writing under their hands,
become immediately due and payable ; Provided, nevertheless,
that at any time after such default shall have been so made and
have so continued as aforesaid, and before the actual repayment
of the principal, it shall be lawful for the holders of a majority in
interest of the outstanding bonds, by an instrument under their
hands and seals, to direct the said Trustee, its successor or suc¬
cessors, either forthwith to exercise the said power of declaring
the principal of said bonds to be due and payable, or to waive the
exercise of the said power (if unexercised) or to withdraw and
annul the exercise thereof (if exercised), either absolutely or on
such terms as may be directed by the said majority by the same
instrument ; and it is hereby provided that no action taken by
the said Trustee, its successor or successors, or by the bond¬
holders under this Article, shall prejudice or affect the powers
or rights of the said Trustee, its successor or successors, or the
bondholders hereunder in the event of any subsequent default.
Article IV. In case any such default either in payment of
interest, taxes, assessments or in any other provision of this
mortgage shall be made and shall so continue as aforesaid, or in
case the principal of said bonds or any of them shall become due
either according to their terms or upon notice as above provided,
and shall not be paid, then the Trustee may, and upon the written
request of the owners or holders of a majority in interest of said
bonds, at the time outstanding and unpaid, shall take possession
of said railroad and appurtenances and all and singular the prop¬
erty and franchises hereby mortgaged and conveyed, and by
itself or its duly authorized agent or agents, it shall—-after giving
at least sixty (60) days' notice of the time and place of sale,
together with a general description of the property to be sold, by
lO
publication in at least one daily newspaper published in the Gily
of Scranton and one daily newspaper published in the City of
New York—sell the same or any part thereof at public auction
for cash to the highest bidder at some place in the City oí
Scranton or at some place in the State of Pennsylvania to be
designated in said advertisements.
And the Trustee may adjourn said sale, from time to time, if,
in its opinion, or in the opinion of its said agent or agents, it is
advantageous or necessary to do so, and in case of such adjourtí-
ment it, or its said agents may, in pursuance thereof, and at the
time to which such sale shall have been adjourned, sell said
property without further notice ; and when a sale thereof shall
have been effected the Trustee, its successor or successors shall
execute to the purchaser or purchasers a proper deed or deeds
or other instrument or instruments, for the conveyance or
transfer of all the property sold as aforesaid, which deed or
deeds, or other instrument or instruments, shall bar and preclude
the Company, its successors and assigns and all persons claiming
by, through or under it, of all rights and claims in or to the said
premises and property, and every part thereof, and for the con¬
sideration hereinbefore expressed the Company hereby agrees to
join in such conveyance or conveyances to the purchaser or pur¬
chasers, or the said Trustee will execute to such purchaser or
purchasers a separate deed or deeds of release of all its legal and
equitable rights in and to the property sold by the Trustee, as
aforesaid. Pending the publication of such notices of sale, the
Trustee shall, through such agents and servants as it may
appoint, operate, enjoy and use said property, and out of the
income that may be derived from such use and operation and
from the proceeds of such sale, it shall, after déducting all just
allowances and expenses attending the operation and sale of said
property, first pay the past due coupons or interest warrants
upon said bonds, with interest thereon from date of maturity
and from the surplus remaining pay the principal of the said
bonds without preference of one bond over another, and in case
of deficiency then pro rata, as far as the proceeds of such sale
and earnings aforesaid will go ; and in case any surplus shall
remain after payment of the principal and interest of said bonds,;
together with all said interest and expenses, the same shall be
II
paid over to the Company, its successors or assigns, or as any
Court of competent jurisdiction may direct.
Articlk V. In case any such default shall be made and shall
so continue as aforesaid, and the said Trustee shall not deem it
proper or expedient to take possession of and sell the railroad and
other property hereby mortgaged and conveyed in pursuance
of the powers hereinabove granted, or shall not have been re¬
quested so to do as provided herein, the said Trustee, its suc¬
cessor or successors, either after entry as aforesaid or other entry,
or without entry, may, or upon the written request of the owners
or holders of a majority in interest of the said bonds, then outstand¬
ing, and upon being properly indemnified, shall foreclose this mort¬
gage by legal proceedings and thereby bring said property to judicial
sale ; and to that end the principal of said bonds may be declared
due by the said Trustee or by the holders or owners of a majority
thereof then outstanding in the same manner as hereinbefore pro¬
vided, and pending such foreclosure proceedings and sale the
Trustee may, if no entry has been made, have a Receiver or
Receivers appointed with the usual powers in such cases to take
possession of, manage and operate said railroad premises and
property for the benefit of the owners and holders of the bonds
hereby secured.
In case of such sale of the mortgaged railroads, franchises and
property, the whole of the principal sum of the bonds hereby
secured, if not previously due, shall, at the option of the Trustee
or of the holders of a majority of the bonds hereby secured then
outstanding, become immediately due and payable, anything in
said bonds or in this indenture contained to the contrary not¬
withstanding, such election to be manifested by an instrument in
writing and delivered to the Trustee.
ARTiciyK VI. At any sale or sales, whether made under
the power of sale herein contained or in pursuance of any fore¬
closure proceedings instituted by said Trustee, or otherwise, it
shall be lawful for said Trustee, or for any one or more of the
bondholders either alone or associated with the Trustee, to pur¬
chase any portion or all of the property so sold, and no purchaser
at any such sale, except the Trustee, shall be obliged to see to
12
the application of the purchase money. At any such sale or sales
the purchaser shall hâve the right to make all or partial payments
of the purchase price by the delivery of bonds secured by these
presents to an amount equal to the sum which would be received
in respect of such bonds upon the distribution of the proceeds of
said sale, as hereinafter provided.
Article VII. Anything herein contained to the contrary there¬
of notwithstanding, the Company reserves, and shall have the right
at any and all times, and from time to time, to sell and convey or
exchange, free from the lien of these presents, any part or parts
of the said mortgaged real or personal estate, other than its rail¬
road, road-beds, rights of way, corporate rights, privileges and
franchises, which shall no longer be either useful or necessary in
the proper or judicious management of the business or interests
of the Company ; Provided, however, that no such sale, con¬
veyance or exchange shall be made without the express assent
in writing of the Trustee, which is hereby expressly authorized
to release under its seal from the operation and effect of this
mortgage, any such property so sold or exchanged for other prop¬
erty in good faith, and the sole and full authority to the
Trustee of its duty to execute such release, shall be a certified
copy of the resolution of the Board of Directors of the Com¬
pany, requesting it so to do ; And provided further, that the
Company shall have the right to expend the proceeds of property
sold as aforesaid, in the improvement of said mortgaged premises
or in the purchase of other real estate, buildings, easements,
chattels, rolling stock, materials, supplies, or other things neces¬
sary and proper to be used in and about the construction, use,
operation and maintenance of the railway or any extension
thereof, aforesaid, all of said property or improvements when so
purchased or acquired by exchange, as aforesaid, shall thereupon
become and be subject to the lien and operation of these presents
in the place and stead of the properties so sold or exchanged as
aforesaid, in the same manner and to the same extent as if the
same were mortgaged hereby and hereunder.
But nothing in this article contained shall be so construed
as to prevent the Company from changing the location of its
terminals or of any of its structures or making such change
13
or changes in its road bed as it may deem advisable to rednce
the curves and grades in, along and upon its line, nor to prevent
it from disposing of or abandoning any of its side tracks or
switches, nor to prevent the sale of any lands or interest in land,
made vacant by reason of the foregoing ; Provided, however,
that in case of any sale, the proceeds thereof shall be paid or
delivered directly to the said Trustee, its successor or successors,
and be paid out only in the purchase of other property, as above
provided, or otherwise applied to the uses and trusts hereby
created ; and in the case of an exchange, a conveyance under the
terms of this mortgage of such property or new terminals, struc¬
tures or lands as may be acquired shall be made to said Trustee,
its successor or successors.
It shall be the duty of the said Trustee, its successor or suc¬
cessors, having received the proceeds of such sales or such con¬
veyance having been made, and upon being requested by the
Company so to do, to execute and deliver*any conveyance or
other instrument necessary or proper to release the property so
sold or exchanged from the lien and operation of these presents,
and a certificate signed by the President and attested by the
Treasurer of the said Company shall be full authority to the
Trustee, its successor or successors, that the proceeds so derived
have been expended by the Company, pursuant to the terms of
this provision.
If the party of the first part shall at any time during the con¬
tinuance of these presents desire to compromise, adjust or settle
any dispute, title or claim to any part of the mortgaged premises,
it shall be lawful for the Trustee, and it is hereby authorized to
release and discharge such part of the mortgaged premises from
the lien of this mortgage.
ArticeE VIII. Any of the bonds may be registered on
books to be provided for that purpose at the office of the Trustee,
in the City of New York, on application by the owner thereof
in person or by attorney and presentation of such bond at the
said place for such purpose, without charge to the bondholders
therefor.
After such registration as to the payment of the principal
such principal shall be payable only to the registered owner of
14
such bonds, unless or until stich bonds are transferred on said
books to bearer, but such registration as to the payment of the
principal shall not restrain the negotiability of the coupons by
delivery.
After such registration as to the payment of the principal,
such bond shall be transferable only in writing upon the said
books by the registered owner or his attorney, either to a reg¬
istered owner or to bearer, and such registration and transfer
shall be noted by endorsement in writing upon such bonds by
the Trustee; and such bonds shall continue subject to such suc¬
cessive registration and transfers to bearer, at the option of the
owner. ,
Until the said coupon and registered bonds intended tobe
secured hereby can be engraved and prepared, the Company may
execute and deliver printed or lithographed bonds, either regis¬
tered or negotiable by delivery, and substantially of the tenor of
the bonds hereinbefore recited, except that no coupons shall be
attached to said bonds ; and the same may be for the payment of
one thousand dollars (^r,ooo), or any multiple thereof, as the
Company shall determine. All such printed or lithographed
bonds shall bear upon their face the words "Temporary Seven
Per Cent. Plfl3f Second Mortgage Gold Bonds of the Northern
Uackawanna Railroad Company exchangeable for Engraved
Bonds," and shall be duly certified by the Trustee in the same
manner as the bonds hereinbefore described, and such certificate
shall be conclusive evidence that the bond so certified has been
duly issued hereunder, and that the holder is entitled to the
benefit of the trust hereby created. Such printed or lithographed
bonds duly issued and certified hereunder shall be exchangeable
for engraved bonds to be issued hereunder, and upon any such
exchange, said printed or lithographed bonds shall be forthwith
canceled by the Trustee, and delivered to the Company. Until
so exchanged the said printed or lithographed bonds shall in all
respects be entitled to the lien and security of these presents, as
bonds issued and certified hereunder ; and interest when and as
payable shall be paid and endorsed thereon.
If any bond issued hereunder shall be mutilated, lost or de¬
stroyed, the Company may, upon terms and conditions prescribed
by its Board of Directors, issue, in lieu thereof, a new bond of
15
like tenor, amount and date, and bearing the same serial number,
which bond, when so issued, shall be certified by the Trustee
upon due proof of such mutilation, loss or destruction and upon
receiving indemnity satisfactory to the Trustee.
Article IX. The Trustee or any Trustees hereafter ap¬
pointed may resign and be discharged from the trusts created
by this indenture, by giving notice of such resignation to
the Company and also to the bondholders, by publication
at least twice a week for four successive weeks in a news¬
paper published in the Borough of Manhattan, in the City of
New York. In case of the resignation, removal or incapacity
of the said Trustee to act in the execution of the Trust hereby
created, the holders of a majority in interest of said bonds
then outstanding ma}^ appoint a competent person or corporation
to fill the vacancy in thé Trusteeship, and until the bondholders
make such appointment, the said Company may appoint a Trustee
to fill the vacancy, and the new Trustee so selected shall have and
possess and be vested with the same rights and powers as a
Trustee as he or it would have had and possessed and been vested
with, had he or it been originally made a party to this Indenture ;
and the Company hereby covenants to make, execute and deliver
all such other or future instruments, deeds or indentures as may
be necessary to enable the person or corporation so appointed to
execute the trust hereby created, and successors of any such new
Trustee may be appointed in like manner as often as a vacancy
in said trust for either of the causes above mentioned shall occur.
In case the Trustee shall at any time desire to be discharged from
its trust for any cause, or said Trusteeship shall become vacant,
then and in such case and as often as the same shall happen, any
Court of competent jurisdiction may, upon application of the
Trustee, or of the holders of one-third in amoùnt of the said bonds
then outstanding and unpaid,*appoint a new Trustee or Trustees
in its, his or their place, and so often as any new Trustee or
Trustees hereof shall be appointed either in the manner above
provided, or in any lawful manner, all the estate, property, rights
and powers which shall for the time being be held upon the trust
herein .shall be vested in the new Trustee or Trustees who shall
thereupon and thereafter be the party referred to in this Indenture
as the Trustee.
i6
Article X. The said Trustee, its successor and successors
in said trust shall not be responsible for the acts or defaults of
any agents employed by it or them, or by the said Company,
nor shall such Trustee, or its successor or successors, in any
manner be liable or responsible for anything except gross negligence
or willful misconduct in the discharge of the trust herein assumed.
The said trustee its successor and successors shall be entitled
to receive reasonable and proper compensation for all services
rendered in the execution of this trust or duties performed in the
discharge of the same, and to be reimbursed for all necessary and
proper expenditures of every sort and nature incurred in the
discharge of this trust.
All recitals, statements of facts and represesentations herein
contained shall be taken as statements of the Company and shall
not be construed as made by the said Trustee.
The word " Trustee'' as used in this instrument shall be con¬
strued to mean the Trustee for the time being hereunder, whether
original, substituted or new, and such Trustee shall be vested
with and entitled to all the estate, powers, rights, benefits and
indemnities granted hereby to the Trustee named herein.
Article XI. Whenever and as often as any contingency or
occasion shall arise for the action, as herein provided, of a ma¬
jority of the holders of such outstanding bonds, such bondholders
may, and they are hereby authorized and empowered to signify
their request in writing aforesaid, by a writing over their respect¬
ive signatures in any number of parts or duplicates.
Article XII. The party of the second part, as Trustee or
otherwise, shall be under no obligation to recognize any person or
persons, firms or corporations as holder or holders, owner or owners
of one or more of the bonds or coupons secured hereby, or to do
or refrain from doing any act pursuant tô the request or demand
of any person or persons, firms or corporations professing or
claiming to be such holder or holders, owner or owners, until
such supposed holder or holders, owner or owners shall produce
evidence satisfactory to the party of the second part that he is
or they are the holder or holders, owner or owners of said bonds or
coupons, and shall indemnify and save harmless the said party of
17
the second part to its full satisfaction, from any and all costs and
expenses, outlays and counsel fees and other reasonable disburse¬
ments which it may become liable or responsible for on proceed¬
ing to carry out such request or demand.
Under no circumstances shall any bondholder or any number
of bondholders have any right to institute an action or other
proceeding on or under this Indenture, for the purpose of en¬
forcing any remedy herein or hereby provided, except in case of
refusal on the part of the said Trustee, after request to perform
any duty imposed on it by this agreement ; but the said Trustee
shall be under no obligation to institute any such suit or to take
any action or proceedings under this Indenture until it shall be
requested so to do and indemnified to its satisfaction for all
expenses and costs of every kind as well as for all possible claims
for damages.
It shall be no part of the duty of the said Trustee to see to
the recording of this Indenture as a mortgage, or conveyance of
real estate, ur to the filing thereof as a chattel mortgage or re¬
newing such mortgage or to any other act which may be suit¬
able and proper to be done for the continuing of the lien of this
Indenture or for giving notice of the existence of such a lien,
nor shall it be any part of its duty to effect insurance against fire
or other damage on any portion of the mortgaged property or
to renew any policies of insurance.
Article XIII. The said Company, its successor and suc¬
cessors, shall from time to time, and at all times hereafter, as
often as thereunto requested by the said Trustee, its successor or
successors, execute, acknowledge and deliver all such further
deeds, conveyances and assurances in law for the better assuring
unto the Trustee, its successor and successors, in the trust hereby
created, upon the trusts herein expressed, the railroad, equipment
and appurtenances and the premises and property hereinbefore
conveyed or intended so to be, and all other property and
things whatsoever which may be hereafter required for use
in connection with the same or any part thereof, and all
franchises now held and incident or appurtenant to or con¬
nected therewith, as by the Trustee, its successor or succes¬
sors, or its or their counsel, learned in the law, shall be
i8
reasonably advised, devised or required : Provided, always,
and this grant and conveyance is upon the express condition,
that upon the payment in full of said bonds and the interest
due thereon, then the estate, title and interest hereby granted
shall cease, determine and be void, and the said Trustee, its suc¬
cessor and successors in this trust shall convey, assign, transfer
and deliver over to the Company, and its successors or assigns,
all of said railway, equipment and appurtenaces, and all of the
property, real, personal and mixed, remaining in its or their
possession, belonging to the Northern Lackawanna Railroad
Company, and shall duly execute and deliver to the said Com¬
pany a proper release or satisfaction of this mortgage.
Article XIV. The said Company covenants with the
Trustee that it will at all times keep the buildings, machinery
and personal property covered by this mortgage insured against
loss or damage by fire to such an amount sufficient to cover the
value as may be deemed reasonable by the Company, and against
loss or damage by boiler explosion to such an amount as may be
deemed reasonable by the Company. All of said insurance shall
be made payable to, and the policies therefor shall be delivered
to said Trustee.
All moneys received by the Trustee from, any insurance as
aforesaid shall be held by it as security for the payment of the
principal and interest of the bonds and coupons secured thereby,
and applied to the payment thereof in the manner provided here¬
in ; Provided, however, that in case the Company shall within
one year reconstruct, replace or repair the property so damaged
or injured or make other permanent improvements upon the
mortgaged property, then the Trustee shall pay over to the Com¬
pany, in instalments, from time to time, such portion or the
whole of said insurance money as shall equal the cost of such
repairs, replacements, reconstructions or improvements as shown
by vouchers submitted by the Company to the Trustee and said
vouchers shall be a sufficient authority to said Trustee to make
such payments, duly authenticated duplicates of said vouchers
shall be furnished said Trustee upon its request.
Any portion of said insurance money not paid over to said
Company for repairs, replacements, reconstructions or improve-
19
ments shall be invested by the Trustee and applied to the
payment of the bonds issued hereunder at their maturity.
If the Company has, in good faith, begun the reconstruction
or repair of said buildings or property, or any portion thereof,
which may have been injured or destroyed as aforesaid, but
owing to the extent of the damage or injury a greater length of
time for the completion thereof is required than one year, then
the time for the completion of said work shall be extended for a
further period not exceeding one year, with the same right on
the part of the Company, during said additional year, to receive
portions of said insurance money in the same manner as if said
work had been performed within the period of the first year.
In case said Company fails at any time to keep said property
insured to a sufficient amount, the Trustee may itself cause in¬
surance to be placed upon the mortgaged property of the char¬
acter hereinbefore specified ; and in such case the Company shall
repay, upon demand, to said Trustee the amount of premiums
expended by it, together with interest thereon at the rate of six
per centum per annum from the time of its expenditure by the
Trustee, and the amount of said expenditures and interest, until
paid, shall constitute a part of the indebtedness secured by these
presents. The Trustee shall not be responsible for the amount
of insurance or its sufficiency, or be required to make insurance
unless upon written request of the holders of one-tenth part of
the bonds then outstanding, and upon being indemnified against
loss, to its reasonable satisfaction.
ARTiciyK XV. The Company hereby agrees to and with the
Trustee that all the property hereby conveyed shall be free and
clear from all liens and incumbrances superior in either law or
equity to the lien of this mortgage, except the aforesaid mortgage,
now a lien upon said property, and that while the Company
remains in possession of said mortgaged property, or any part
thereof, it will, from time to time, pay and discharge all taxes,
assessments, insurance and other charges lawfully imposed upon
said mortgaged property ^ or any part thereof, the lien whereof
may or can be held to be prior to the lien of these presents, so
that the lien of this mortgage may be duly preserved, and
the Company agrees that it will not do, or suffer to be done, any
20
matter or thing whatsoever whereby the lien of this mortgage
may be impaired until the bonds hereby secured, with all interest
accrued thereon, shall have been duly paid and satisfied.
The Company further covenants and agrees that it will dili¬
gently preserve the rights and franchises now or hereafter
granted or conferred upon it, whether by the laws of the State of
Pennsylvania or by the laws or ordinances of any city, town,
municipality or county wherein its business is or shall be con¬
ducted ; that using and operating its railway plant as the same is
now constructed, or as the same may hereafter be constructed
or extended, it will at all times maintain and preserve the same,
and every part thereof, in thorough repair, working order and
condition, and fully supplied with equipment; that it will from
time to time make all needful and proper repairs and replace¬
ments so that its business, and every part thereof, shall at all
times be carried on with safety and despatch ; that it will not use
the mortgaged property, nor any portion thereof, in any way
so as materially to impair the security created by these presents ;
that it will not permit waste thereof ; that it will not attempt to
remove or replace the same beyond the reach of the Trustee ;
and that it will not do, or omit to do, any act or thing whereby
its property, licenses or franchises may become lost or impaired
or subject to forfeiture.
Article XVI. Upon delivery of any of the bonds secured
hereby, the said Trustee shall not be liable or responsible for the
use made of them or any of them. None of the said bonds shall
be deemed to be valid or to be secured by this mortgage until the
same shall have been duly certified by the said Trustee, its suc¬
cessor or successors, in the trust hereby created.
Article XVII. All bonds issued under and in pursuance
of the terms of this Indenture of Mortgage, and at any time out-
I
standing, shall be in all respects equally and ratably secured
hereby without preference, priority or discrimination on account
of or with reference to the actual time or times of their delivery
by the Trustee, so that all of such bonds at any time outstanding
shall have the same right, lien and privilege under and by virtue
of this mortgage or deed of trust, and shall be equally secured
hereby with like effect as if they had all been delivered and ne-
21
gotiated simultaneously on the date thereof, whether the same
or any of them shall actually be sold or disposed of at such date,
or whether they or any part of them shall be negotiated or sold
at some future date.
Said bonds shall be signed by the President or Vice-Presi¬
dent, and sealed and attested by the Secretary acting at the time
of the issuance, and be dated the 20th day of July, 190?^ and the
coupons to bear the engraved signature of the Treasurer of the
Company, such engraved signature to have the same force and
effect as if in the proper handwriting of such Treasurer, and is
adopted by the Company with the same .effect as though said
Treasurer was living and in office at the time of the issuance
thereof. The aggregate of all the bonds issued and authenticated by
Indenture shall not exceed the sum of Sin
HundreoThn^aad-Dollars ($¿00,000), at any time outstanding.
When and as the interest coupons annexed to the bonds
hereby secured mature and are paid by the Company or by any
person or corporation for it or on its behalf, they shall be can¬
celled. All coupons maturing before the delivery of the bonds
by the Trustee shall be cut off and cancelled by the Trustee
before the delivery of such bonds. Said cancelled coupons shall
be delivered by the Trustee to the Company.
Article XVIII. Nothing herein contained shall be held to
deprive the Trustee of any legal or equitable remedy for collecting
the principal or interest of said bonds or availing itself of the
security therefor, whether by foreclosure or otherwise, or enforcing
or protecting the rights of the holders of bonds secured hereby.
And it is hereby declared and made a condition of this trust
that all persons who shall claim any interest, benefit or advantage
by virtue of this instrument shall take the same subject to all
the terms herein contained and subject to all the rights and
powers conferred by this instrument on the Trustee and on the
holders of a majority of the bonds hereby secured.
Said Company doth hereby for itself, its successors and as¬
signs, forever waive any stay or exemption law now existing or
hereafter to be passed, which shall in any manner conflict with
the exercise of the powers hereby in such Trustee vested at the
time and in the manner herein stipulated, or which shall in any
22
manner delay or hindjer any other proceeding taken by said
Trustee to enforce this mortgage.
ArticIvK XIX. The several covenants, promises and agree¬
ments by the Company herein contained shall be binding as well
upon its successors and assigns.
No recourse under or upon any obligation, covenant or
agreement of this Indenture, or any bond or coupon hereby
secured shall be had against any incorporator, stockholder, of¬
ficer or director of the Company, or any successor corporation,
either directly through the Company by the enforcement of any
assessment or by any legal or equitable proceeding by virtue of
any Statute or otherwise, it being expressly agreed and under¬
stood that this mortgage and the obligations hereby secured are
solely corporate obligations and that no personal liability what¬
ever shall attach to or be incurred by the incorporators, stock¬
holders, officers or directors of the Company or of any suc¬
cessor corporation or by any of them under or by reason of any¬
thing herein contained, or of the bonds or coupons hereby
secured ; and any and all personal liability, at common law, in
equity or by statute of every such incorporator, stockholder,
officer or director is hereby expressly waived as a condition of
and in consideration for the execution and issuance of this mort¬
gage and of such bonds and coupons.
Article XX. It is hereby further covenanted and agreed
by and between t)ie parties hereto that if the Company, its suc¬
cessors or assigns, shall well and truly pay or cause to be paid
all sums of money herein required to be paid by it, and all interest
thereon at the time and in the manner specified herein free from
all United States, State, Municipal or other taxes, and shall well
and truly perform and keep all the covenants and agreements
herein required to be kept and performed by it according to the
true intent and meaning of these presents, then and in that case
all the estate, right, title, interest and demand of the said Trustee,
its successors and assigns, in this trust, in the property hereby
conveyed shall cease, determine and become void, otherwise the
same shall remain in full force and virtue, for the equal benefit
and security of the holders of said bonds and each of them to the
full extent herein provided.
23
Article XXI. The Trustee, the party of the second part,
hereby accepts the trust created by these presents and covenants
faithfully to execute the same.
Article XXII. To facilitate the recording of this Indenture
the same may be simultaneously executed in several counterparts
of like form, each of which, when so executed, shall be deemed
to be the original, and such counterparts shall together consti¬
tute one and the same instrument.
In Witness Whereof, the said Northern Lackawanna Rail¬
road Company, party of the first part, has caused its corporate
seal to be hereto affixed and these presents to be executed and
delivered in its name and behalf by its President, and The Stand¬
ard Trust Company of New York, party of the second part, in
token of its acceptance of the trust hereby created has caused
its corporate seal to be hereto affixed and these presents to be
signed by its President as of the day and year first above
written.
Signed and sealed in )
presence of :
NORTHERN LACKAWANNA RAILROAD
COMPANY,
[Seal.]
By Uo.
President,
Secretary.
THE STANDARD TRUST COMPANY
OF NEW YORK,
By C.
Attest : ^ ^
C&x
Secretary
President.
24
STATE OF PENNSYLVANIA, ]
County of )
On the I day of^ , A. D. iqc^, before
me, the subscriber, a 4^1>C<XAa^
personally appeared , President
of the said Northern I^ackawanna Railroad Company, who,
being duly sworn according to law, says that he was personally
present at the execution of the above Indenture and afíixed the
corporate seal of the said corporation thereto ; that the seal so
affixed thereto is the common or corporate seal of said corpora¬
tion ; that the above indenture was duly sealed and delivered by
him as president of the said corporation, as and for the act and
deed of said corporation, for the uses and purposes therein men¬
tioned, and that the names of this deponent as President and of
, as Secretary of the said
corporation, subscribed to the above indenture in attestation of
its due execution and delivery, are of their and each of their
respective handwritings.
Sworn and subscribed before me
the day and year aforesaid.
*
Witness my hand and seal.
Cjerv\\. (í?JííC»3
25
STATE OF PENNSYEVANIA, |
County of
On the I ^ day of , A. D. 190^ before
me, the subscriber, a
personally appeared C^vi/W > Secretary
of the said Northern Lackawanna Railroad Company, who,
being duly sworn according to law, says that he was personally
present at the execution af the above Indenture and saw the com¬
mon or corporate seal of said corporation afíixed thereto ; that the
seal so affixed thereto is the common or corporate seal of the said
corporation ; that the above Indenture was duly sealed and
delivered by the President of the said corporation, as and for the
act and deed of the said corporation, for the uses and purposes
therein mentioned, and that the nam^ of this deponent, as Secre¬
tary, and of President
of the said corporation, subscribed to the above Indenture, iii
attestation of its due execution and delivery, are of their and each
of their respective handwritings.
Sworn and subscribed before me,
the day and y^ar aforesaid.
Witness my hand and seal.
ÍÁT.
Q. J
26
STATE OF NEW YORK, Y
>■ ss. :
County of New York, )
. n t /U/
Ogj^is ¿Al day of jinlyi, in the year nineteen hundred
and jQtio, before me personally came William C. Lane and William
C. Cox, to me known, who being by me severally duly sworn,
did depose and sày that he, the said William C. Lane, resides in
the City of New York, and he, the said William C. Cox, resides
in the City of New York, and that he, the said William C.J^ane,
is the President of The Standard Trust Company of New York,
the corporation described in and which executed the foregoing
instrument, and that he, the said William C. Cox, is the Secre¬
tary thereof ; that they knew the seal of said corporation ; that
the seal affixed to said instrument was such corporate seal; that
it was so affixed by order of the board of directors of such cor¬
poration, and that they signed their names thereto as President
and Secretary, respectively, by like order.
'fXfiAAÍ
5556 042 153619