Dated July 14, 190^.
Tennessee Railway Company
TO
The Standard Trust Company of New York,
As Trustee.
\
jfivst ilDortgaGC
îlbis Hnbentiire, made this fourteenth day of July, in
the year one thousand nine hundred and five, by and between
TENNESSEE RAILWAY COMPANY, a corporation
organized and existing under and by virtue of the laws of the
State of Tennessee, hereinafter for convenience st} led the
Railway Company, party of the first part, and
THE STANDARD TRUST COMPANY OF NEW
YORK, a corporation organized and existing under and by
virtue of the laws of the State of New York, hereinafter for
convenience styled the Trustee, party of the second part;
OTtne00etb : tCbat
WHEREx^S, the Railway Company desires to borrow
money with which to complete the construction and equip¬
ment of its lines of railroad ; and
WHEREAS, to such ends the Railway Company has de¬
termined to make provision under this indenture for an issue
of First Mortgage bonds and to secure the same by mortgage
of and upon all of its property and franchises ; and
WHEREAS, the bonds to be secured by this indenture
are to be coupon bonds of the denomination of one thousand
dollars, numbered consecutively from i upwards, and regis¬
tered bonds of the denomination of one thousand dollars,
and of any multiple of one thousand dollars that the Railway
Company by resolution of its board of directors from time to
time may prescribe, every such bond to bear a distinctive
number or designation ; and all such bonds, from time to
time, as directed by the board of directors of the Railway
Company, are to be executed in the name and on behalf of
2
the Railway Company and under its corporate seal by the
President, or by such other person as may be thereto duly
authorized by the Board of Directors, and by the Secretary of
the Railway Company ; and
WHEREAS, such coupon bonds are to be substantially
of the following tenor, to-wit :
No. [Form of Coupon Bond.]
UNITED STATES OF AMERICA
tTenncösee IRailwaç Company.
First MortgactE Five Per Cent Thirty-Year Gold Bond.
TENNESSEE RAILWAY COMPANY, a corporation of the State of
Tennessee (hereinafter termed the '^Railvray Company"), for value re¬
ceived, promises to pay, on the first day of .Inly, in the year one
thousand nine hundred and thirty-five (1935), at the office or agency of
the Railway Company in the City of New York, to bearer, or, if regis¬
tered, to the registered holder of this bond, one thousand dollars, gold
coin of the Unhed States of America of the present standard of weight
and fineness, and to pay interest thereon from July 1, 1905, at the
rate of five per cent per annum, such interest to be payable at said office
or agency in like gold coin, semi-annually, on the first days of January
and July in each year, but only upon presentation and surrender of the
annexed coupons therefor as they severally iriature.
Both the principal and interest of this bond are payable without de¬
duction for any tax or taxes which the Railway Company may be re¬
quired to pay or to retain therefrom under any present or future law of
the United States, or of any State, county or municipality therein.
This bond is one of a duly authorized series of coupon bonds and"
registered bonds of the Railway Company issued and to be issued
to an amount not exceeding two million five hundred thousand dollars
in the aggregate at any one time outstanding under and in pursu¬
ance of, and all equally secured by, a mortgage or deed of trust
dated July 14, 1995, duly executed by the Railway Company to
The Standard Trust Company of New York, as Trustee, of the property
and franchises mentioned in said mortgage or deed of trust, to which
reference is hereby made for a description of the property and fran¬
chises mortgaged and pledged and the nature and extent of the security
and the rights of the holders of fîaid bonds under the same, and the
terms and conditions upon which said bonds are issued and secured.
This bond may be registered as to principal in the owner's name on
3
^he books of the Railway Company provided for that purpose at its
office or agency in the City of New York, such registry being noted on
the bond by the Railway Company's bond registrar, after which no
transfer shall be valid unless made on such books in the manner pre¬
scribed in said mortgage or deed of trust, and similarly noted on the
bond ; but the same may be discharged from registry by being trans¬
ferred to bearer, after whicii transferability by delivery shall be re¬
stored ; but again, from time to time, it may be registered or transferred
to bearer as before. Such registration, however, shall not affect the
negotiability of the coupons, but the same shall be payable to bearer
and transferable by delivery merely. This bond also, as provided in
said mortgage or deed of trust, and upon payment of the charge therein
provided for, may be exchanged for a registered bond without coupons.
This bond shall not become obligatory for any purpose until it shall
have been authenticated by the certificate, thereon endorsed, of the
Trustee under said mortgage or deed of trust.
1in TKHttUCSS WbCVCOft Tennessee Railway Company has caused
these presents to be signed by its President, or by such other person as
may be thereto duly authorized by the Board of Directors, and its cor¬
porate seal to be hereunto affixed and to be attested by its Secretary, and
coupons for said interest, authenticated by the engraved fac-simile of
the signature of its Treasurer, to be attached hereto, this fourteenth day
of July, 1905.
TENNESSEE RAILWAY COMPANY,
By
Pre&ident.
Attest :
Secretary,
and
WHEREAS, there are to be attached to the said coupon
bonds at the time of the issue thereof, coupons representing
the semi-annual installments of interest which shall become
due thereon, each of which coupons is to be substantially of
the following tenor, viz :
[form of interest coupon,
of which the first is to be payable january i, i906.]
No » $25.
On the first day of Tennessee Railway
Company will pay to bearer, at its office or agency in the City of New
York, twenty-five dollars, gold coin, without any deduction for taxes,
being six months' interest then due on its First Mortgage Five Per Cent
Thirty-Year Gold Bond No , subject to all the conditions stated in
said bond, or in the First Mortgage therein referred to.
Treasurer,
4
and
WHEREAS, each of the coupons to be attached to such
coupon bonds is to be authenticated by the engraved fac-simile
signature of the present Treasurer or of any future Treasurer
of the Railway Company and the Railway Company may
adopt and use for that purpose the engraved fac-simile signa¬
ture of any person who shall have been such Treasurer, not¬
withstanding the fact that he may have ceased to be such
Treasurer at the time when such bonds shall be actually cer¬
tified and delivered and such coupons shall be attached to
the bonds ; and
WHEREAS, such registered bonds without coupons are
to be substantially of the following tenor, to-wit :
[Form of Registered Bond Without Coupons.]
No. $
UNITED STATES OF AMERICA.
tTenneseee IRailwai? Company.
Registered First Mortgage Five Per Cent Thirty-Year Gold Bond.
TENNESSEE RAILWAY COMPANY, a corporation of the State of
Tennessee (hereinafter termed the ''Railway Company"), for value re¬
ceived, promises to pay to
or registered assigns, on the first day of July, in the year one thousand
nine hundred and thirty-five (1935), at the office or agency of the
Railway Company in the City of New York, the sum of
dollars, gold coin of the United States of
America, of the standard of weight and fineness existing July 14, 1905,
and to pay interest thereon from the first day of January or July next
preceding the date hereof, at the rate of five per cent per annum, such
interest to be payable to the registered holder hereof at said office or
agency in like gc.d coin, semi-annually, on the first days of January
and July in eacli year. Both the principal and interest of this bond are
payable without 'iny deduction for any tax or taxes which th« Railway
Company may be required to pay or to retain therefrom under any present
or future law of the United States or of any State, county or municipality
therein.
This bond is one of a duly authorized series of coupon bonds and
registered bonds of the Railway Company issued and to be issued to an
amount not exceeding two million five hundred thousand dollars in
the aggregate at any one time outstanding under and in pursuance of,
and all equally secured by, a mortgage or deed of trust dated July 14,
1905, duly executed by the Railway Company to The Standard Trust
5
Company of New York, as Trustee, of the property and francliises men¬
tioned in said mortgage or deed of trust, to wliicli referenc e is hereby
made for a description of the property and franchises mortgaged and
pledged, and the nature and extent of the security and the rights of the
holders of said bonds under the same, and tlie terms and conditions upon
which said bonds are issued and secured.
This bond is transferable only in the manner prescribed in said mort¬
gage Or deed of trust, on the books of the Railway Company at its office
or agency in the Cit}" of New York, upon surrender and cancellation of
this bond ; and thereupon a new registered bond will be issued to the
transferee in exchange therefor, on payment of the charge provided for
in said mofli;gage or deed of trust. This bond also, in the manner pre¬
scribed in said mortgage or deed of trust, and upon payment of the
charge therein provided for, is exchangeable for a coupon bond or coupon
bonds for the same aggregate principal sum.
This bond shall not become obligatory for any purpose until it shall
have been authenticated by the certificate, hereon endorsed, of the trustee
under said mortgage or deed of trust.
lin mitncBB TObereoC Tennessee Railway Company has caused
these presents to be signed by its President or by such other person as may
be thereto duly authorized by the Board of Directors, and its corporate
seal to be hereunto affixed and to be attested by its Secretary, this
day of 19 .
TENNESSEE RAILAVAY COMPANY,
By
President.
Attest :
Secretary.
and
WHEREAS, on each of said coupon bonds and on each of
said registered bonds without coupons there is to be indorsed
a certificate of the Trustee, or its successor appointed here¬
under, that it is one of the bonds issued hereunder, and no
bond shall be secured by this indenture or be obligatory for
any purpose unless such certificate shall have been executed
by said Trustee, or its successor appointed hereunder ; such
certificate to be substantially of the following tenor, viz :
[Form of Trustee's Certificate.]
This bond is one of the series of bonds described in the within-
mentioned deed of trust.
THE STANDARD TRUST COMPANY OF NEW YORK,
Trustee,
By
Vice President.
6
and
WHEREAS, in pursuance of due action and of all and
every legal authority in it vested the Railway Company has
executed this indenture and proposes to make and execute
and from time to time to issue the bonds secured hereby ; and
WHEREAS, all acts and things prescribed by law and by
the by-laws of the Railway Company necessary to make said
bonds, when certified by said Trustee, valid, binding and
legal obligations of the Railway Company and these presents
a valid indenture to secure and provide for the payment of
said bonds, have been duly complied with or have been done
or performed or have happened, and the execution and issue
of said bonds and of this indenture have been in all respects
duly authorized :
IHow, tibereforc, TOs Unbenture TOtnessetb :
That in consideration of the premises and of the purchase
and acceptance of such bonds by the holders thereof, and of
the sum of one dollar to it duly paid by the Trustee at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to secure the
payment of the principal and interest of all such bonds at
any time issued and outstanding under this indenture, accord¬
ing to their tenor and effect, and the performance of all the
covenants and conditions herein contained, and to declare the
terms and conditions upon which such bonds shall be issued
and rectived,
TENNESSEE RAILWAY COMPANY, party of the first
part hereto, has execnted and delivered these presents, and
has granted, bargained, sold, aliened, remised, released, con¬
veyed, confirmed assigned, transferred and set over, and by
these presents does grant, bargain, sell, alien, remise, release,
convex, confirm, assign, transfer and set over," unto
THE STANDARD TRUST COMPANY OF NEW YORK,
party of the second part, its successors and assigns forever.
7
au anb Singular, the property of the Railway Com¬
pany, including
1. The main line of railroad, beginning at a point of
connection with the main line of the Cincinnati Southern
Railway at Oneida, in the County of Scott and State of
Tennessee, and extending thence southerly to the mouth
of Paint Rock Creek, and thence up the valley of the
New River through Scott, Campbell and Anderson
counties, Tennessee, to the head waters of said New
River in said Anderson County, and also any and all
further extensions of said main line in any direction, as
have been or may hereafter be authorized in and by
the charter of the Railway Company.
2. All such branch lines springing from the said
above described main line, as have been or may be
hereafter constructed by the Railway Company.
TOGETHER with all the franchises and property,
real, personal and mixed, now owned or hereafter to be
acquired by the Railway Company as appurtenances to
said lines of railroad, including—
{a) All franchises, rights of way, roadbed, bridges,
railroad tracks, switches, side tracks, turn outs, turn¬
tables, lands, depots, station houses, round houses, ma¬
chine shops, buildings and structures of every sort, with
all other real property or property in the nature of realty,
which may be or become part of, connected with or ap¬
purtenant to said lines of railroad of the Railway Com¬
pany, or which may be used in connection therewith.
(â) All locomotives, cars, carriages, tools, machinery,
rolling stock and equipment, for whatever form of motive
power provided, and all other personal property and
property in the nature of personalty now the property of
the Railway Company or hereafter provided for and used
in connection with the said lines of railroad of the Rail¬
way Company,
(¿r) All property, franchises, rights, powers, privileges
and immunities, to construct and operate a railroad
and exercise the right of eminent domain, whether the
8
same be now owned or possessed, or shall at any time
hereafter be acquired by the Railway Company.
(if) All reversion or reversions, remainder or remain¬
ders, tolls, incomes, issues and profits arising out of or
to be derived from the above described premises and
property; and all claims and demands whatsoever, as
well at law as in equity, of the Railway Company, of, in
and to the same and every part and parcel thereof.
tTo Ibape anb to Ibolb the premises, railroads, prop¬
erties, real and personal, rights, franchises, estates and ap¬
purtenances hereby conveyed or assigned, or intended to be
conveyed or assigned, unto the Trustee, its successors or
assigns forever ;
Subject, Ibowcper, to, and this indenture is executed
with notice of, the prior rights of the parties, other than the
Tennessee Railway Company, to a certain agreement between
Tennessee Railway Company, The Cincinnati, New Orleans
and Texas Pacific Railway Company and New River Lumber
Company, dated June i, 1905, a copy of which is filed
with the Trustee herein named contemporaneously with the
execution of this indenture ; it being the intention of the
Railway Company to bind its property in said agreement de¬
scribed, and any and all purchasers thereof, by a lien, hereby
created, for the protection and security of said agreement and
of the parties thereto other than the Tennessee Railway
Company, which lien shall be, and hereby is declared to be,
prior and superior to the lien of this iadenture of mortgage.
But In tirust, mevertbelees, for the equal and pro¬
portionate benefit and security of all present and future hold¬
ers of the bonds and interest obligations issued and to be
issued under and secured by this indenture, and for the en¬
forcement of the payment of said bonds and interest obliga¬
tions when payable, and the performance of, and compliance
with, the covenants and conditions of this indenture, without
preference, priority or distinction as to lien or otherwise
of any one bond over any other bond by reason of priority in
9
the issue or negotiation thereof ; so that each and every bond,
issued and to be issued as aforesaid shall have the same right,
lien and privilege under this indenture, and so that the prin¬
cipal and interest of every such bond shall, subject to the
terms hereof, be equally and proportionately secured hereby
as if all had been made, executed, delivered and negotiated
simultaneously with the execution and delivery of this inden¬
ture, it being intended that the lien and security of this inden¬
ture shall take effect from the day of the date hereof, without
regard to the date of actual issue, sale or disposition of said
bonds, as though, upon such day, all of said bonds were
actually issued, sold and delivered, to purchasers for value ;
Hnb Iberebi? it is Covenantcb and declared that
all such bonds, with the coupons for interest thereon, are to
be issued, certified and delivered, and that the mortgaged
premises are to be held by the Trustee, subject to the further
covenants, conditions, uses and trusts hereinafter set forth,
and it is covenanted between the parties hereto as follows, viz :
ARTICLE ONE.
1í06ue and Appropriation of JSonDs»
Section i. Certification and Delivery of Bonds.
From time to time the bonds to be secured hereby shall
be executed by the Railway Company and by it shall be de¬
livered for certification to the Trustee ; and thereupon as
provided in this Article, and not otherwise, the Trustee shall
certify and shall deliver the same. At the option of the
Railway Company, from time to time, any of such bonds may
be executed, certified and delivered originally either as cou¬
pon bonds or as registered bonds.
The amount of bonds hereby secured which may be exe¬
cuted by the Railway Company and which may be certified
by tlie Trustee is limited so that never at any time shall there
be outstanding bonds hereby st cured for an aggregate princi¬
pal sum exceeding two million five hundred thousand dollars
(^2,500,000).
lO
Before certifying or delivering any coupon bond hereby se¬
cured the Trustee shall detach and shall cancel all coupons
thereof then matured ; and every registered bond shall be
dated on the day of the actual certification thereof.
Only such of said bonds as shall bear thereon a certificate
substantially in the form hereinbefore recited, duly executed
by the Trustee, shall be secured by this indenture or shall be
entitled to any lien or benefit hereunder. Every such certifi¬
cate of the Trustee upon any bond executed by the Railway
Company shall be the conclusive and the only evidence that
the bond so certified was duly issued hereunder, and is en¬
titled to the benefit of the trust hereby created.
Whenever, from time to time, any bonds certified by the
Trustee shall be deliverable by it according to the terms of
this indenture, such bonds shall be delivered by the Trustee
upon the written order of the Railway Company, signed by
its President or by such other person as may be thereto
designated by its Board of Directors and by its Secretary or
Treasurer, and under its corporate seal.
Seciion 2. Bonds For Immediate Issue.
From time to time or at any time hereafter the Railway
Company may issue, and, upon demand of the Railway Com¬
pany and without further action, the Trustee shall thereupon
certify and deliver upon the written order of the Railway Com¬
pany, as hereinbefore provided in Section i, of this Article
One, bonds secured hereby in the aggregate principal sum
of two hundred and fifty thousand dollars (^250,000), it being
the intention of the Railway Company to use such bonds for
the purpose of funding its existing indebtedness incurred in
the acquisition and construction of its railroad extending from
Oneida to the mouth of Paint Rock Creek.
Section 3. Bonds Reserved for Extensions and Equip¬
ment.
The remaining two million two hundred and fifty thousand
dollars (^2,250,000) of the bonds authorized to be issued
under and secured by this indenture shall be reserved to be
executed by the Railway Company and to be certified and
II
delivered líy the Trustee from time to time for the purpose of
the construction or acquisition after the date of this indenture
of extensions of the main line of the Railway Company,
beyond its present termini at Oneida and the mouth of Paint
Rock Creek, respectively, and branches springing from such
main line, or any extension thereof, and for the purchase of
rolling stock suitable for use in the operation of the lines of
the Railway Company; or to reimburse the Railway Company
for expenditures made for the foregoing purposes, or any of
them ; but such bonds shall be so certified and delivered sub¬
ject to the restrictions hereinafter stated, that is to say ;
1. Before certifying and deli\ering bonds under this section
there shall be delivered to the Trustee a copy of a resolution
of the Board of Directors of the Railway Company, certified
by its Secretary and under its corporate seal, calliug for the
certification and delivery of such bonds in a certain amount
and for a specified purpose authorized by this section, and
directing the officers of the Railway Company to set aside
such bonds and their proceeds separate and apart from any
other assets and funds of the Railway Company, and to use the
same only for such specified and authorized purpose.
2. From time to time hereafter bonds may be so called for,
certified and delivered for and on account of the construction
or acquisition of any such extension or extensions of the main
line of the Railway Company beyond its present termini at
Oneida and the mouth of Paint Rock Creek, respectively, or
any branch or branches springing therefrom, or from any ex¬
tension thereof, at a rate of not exceeding fifteen thousand
dollars ($15,000) per mile of main track (excluding sidings
and turnouts) of such extension or extensions beyond such
termini and of such branch or branches; Provided^ however^
that every mile of line in respect of which such bonds are so
called for has been actually constructed and is in operation
or ready for operation, or is under contract to be forthwith
constructed, and, the President of the Railway Company shall
so certify to the Trustee before the certification of said bonds.
3. From time to time hereafter bonds may be so called for,
12
certified and delivered for and on account of the acquisition
of rolling stock in a par amount of not exceeding two hun¬
dred and fifty thousand dollars (^250,000) in the aggregate.
4. In every instance before certifying and delivering any
of the bonds reserved under this section the Trustee shall re¬
quire the Railway Company to furnish, in addition to such
resolution of its Board of Directors, a certificate or certificates
of some officer or officers of the Railway Company stating
{a) That all bonds certified and delivered under this
section, in respect of which no such certificate previously
shall have been furnished, or the proceeds of all such
bonds, have been actually used for said purposes, or
some one or more of them, or to reimburse the Railway
Company as aforesaid, indicating the particular extension
or extensions, branch or branches acquired or con¬
structed, and the length thereof, or the rolling stock
purchased, and the amount of bonds, or proceeds of
bonds, or other cash, used or applied for every such pur¬
pose ;
{b) That the price paid for such construction or for
such acquisition was not in excess of the fair value of the
property acquired or work done, and that the bonds in¬
cluded in such certificate were sold, disposed of or other¬
wise accou ited foi at not less than their fair market value
at the time of such sale, disposition or accounting ;
(r) That no part of such certified expenditures was in¬
cluded in any previous certificate furnished hereunder, or
was made or reimbursed out of any bonds or moneys re¬
ceived by the Railway Company under any other provision
of this indenture ;
That no part of the expenditures certified in such
certificate was included in the operating or maintenance
expenses of the Railway Compan} .
Any such certificate under this section may state any other
facts pertaining to the right to certify or deliver bonds here
under. The same officer or officers of the Railway Company
need not certify to all the facts required to be certified under
the provisions of this section, but difíerent officers mây certify
to different facts respectively.
I
5. The Railway Company covenants that whenever all of
the bonds reserved under this section shall have been certified
13
and delivered to, and used by, the Railway Company, it will
execute and deliver to the Trustee a similar certificate indi¬
cating the particular application of all bonds and proceeds of
bonds in respect of which the Railwa)^ Company shall not
theretofore have furnished such certificates to the Trustee.
6. Every such certificate furnished under this section,
unless signed, first, by the President, and, secondly, by the
Auditor or Treasurer of the Railway Company, shall have en¬
dorsed thereon, or shall be accompanied by, a written state¬
ment of the President and one of the other officers above
designated that they believe such certificate to be true, and
that such bonds have been used, and the expenditures certi¬
fied have been made, only for purposes authorized by this
section.
For the purposes of this indenture, and to bind the parties
hereto, and the holders of all bonds secured hereby, evidence
of the character hereinbefore specified shall be final and con¬
clusive authority for such certification of bonds, and the Trus¬
tee shall not be under any obligation to make any further in¬
quiry or examination as to the construction or existence of
such extension or extensions of main line, or of such branch
line or lines, or of such rolling stock, or as to the right or
authority to issue bonds hereunder in respect thereof.
Section 4 Exchanges of Bonds.
Whenever any coupon bond or bonds, issued under and
secured by this indenture, together with all unmatured cou¬
pons thereto belonging, shall be surrendered for exchange for
registered bonds without coupons, the Railway Company
shall execute, and the Trustee shall certify, and in exchange
for such coupon bond or bonds shall deliver, registered bonds,
or one registered bond, without coupons, for the like aggre¬
gate principal sum. Such registered bonds shall bear interest
at the same rate as the surrendered coupon bonds, and from
the date of the last matured coupon thereof. In every case
of such exchange the Trustee shall forthwith cancel the sur¬
rendered bond or bonds and coupons and shall deliver the
same to the Railway Company,
14
Whenever any registered bond without coupons shall be
surrendered, transferred or cancelled, the Railway Com¬
pany, upon request therefor shall issue to the transferee, and
the Trustee shall certify and shall deliver registered bonds,
or one registered bond, without coupons, for a like aggregate
principal sum.
Whenever any registered bond without coupons shall be
surrendered for exchange for a coupon bond or bonds, then
upon cancellation of such surrendered bond and payment of
the charges therefor, the Railway Company shall issue and
the Trustee shall certify and deliver in exchange therefor,
coupon bonds tor the like aggregate principal sum, with the
coupons maturing on and after the date when the next semi¬
annual installment of interest would have matured on such
surrendered bond.
For any exchange of coupon bonds for registered bonds,
and (2) for any transfer of registered bonds without coupons,
and (3) for any exchange of registered bonds without coupons
for coupon bonds, the Railway Company, at its option, may
require the payment of a sum sufficient to reimburse it for
any stamp tax or other government charge, or other expense
connected therewith, and also the further, sum of one dollar
for each new coupon bond or registered bond without cou¬
pons issued upon such exchange or transfer.
Section 5. Replacement of Mutilated or Destroyed
Bonds.
In case any coupon bonds issued hereunder with the
coupons thereto appertaining, or any registered bond without
coupons, shall become mutilated or be destroyed, the Rail¬
way Company, in its discretion, may execute, and thereupon
the Trustee shall certify and deliver, a new bond of like
tenor and date (including coupons in case of a coupon
bond) bearing the same serial number, in exchange and sub¬
stitution for, and upon cancellation of, the mutilated coupon
bond and its coupons, or the mutilated registered bond, or in
lieu of and substitution for the coupon bond and its coupons
or the registered bond so destroyed, upon receipt of satisfac-
15
tory evidence of the destruction of such coupon bond and its
coupons, or of such registered bond, and upon receipt also of
satisfactor}' indemnity. The Trustee ^liall not incur any
liability for anything done by it in good faith under the pro¬
visions of this section.
ARTICLE TWO.
Iparttcular Covenants of tbe IRailwa^ Compan^^.
Section i. To Pay Principal and Interest of Bonds.
The Railway Company covenants to pay, duly and punctu¬
ally, the principal and interest of every bond issued and
secured hereunder at the dates and the place, and in the
manner mentioned in such bonds, or in the coupons thereto
belonging, according to the true intent and meaning thereof,
without deduction from either principal or interest for any tax
or taxes imposed by the United States, or any State or county
or municipality thereof, which the Railway Company may be
required to pay or to retain therefrom, under or by reason of
any present or future law. The interest on the coupon bonds
shall be payable only upon presentation and surrender of the
several coupons for such interest as they respectively mature,
and when paid such coupons sliall forthwith be cancelled.
The interest on the registered bonds without coupons shall
be payable only to the rigistered holders thereof.
Section 2. To Execuie Further Assur-^nces.
All railways, franchises and other property of every kind,
in respect of the acquisition or construction whereof bonds
under this indenture hereafter shall be certified and issued
as hereinbefore provided, and all railways, franchises and
other property of every kind described in the granting clauses
of this indenture which hereafter may be acquired by the Rail¬
way Company, immediately upon the acquisition thereof by
the Railway Company, and without any further conveyance or
assignment shall become and be subject to the lien of this in¬
denture as fully and completely as though now owned by the
Railway Company, and specifically described in the granting
clauses thereof ; but at any and all times the Railway Com-
i6
pany will execute and deliver any and all such further assur¬
ances or conveyances thereof as the Trustee may reasonably
direct or require, for the purpose of expressly and specifically
subjecting the same to the lien of this indenture ; and also it
will 'do, execute, acknowledge and deliver, or cause to be
done, executed, acknowledged and delivered ah and every
such further acts, deeds, conveyances and transfers and as¬
surances in law, for the better assuring, conveying and
confirming unto the Trustee all and singular the hereditaments
and premises, estates and property hereby conveyed, or in¬
tended so to be, or which the Railway Company may here¬
after become bound to convey to the Trustee, as the Trustee
shall reasonably require.
Section 3. To Register and Transfer Bonds.
The Railway Company, at an office or agency to be
maintained by it in the City of New York, will keep a
register or registers for the registration and transfer of bonds
issued hereunder, in which it will register, subject to such
reasonable regulations as it may prescribe, all bonds without
coupons, and, upon presentation thereof for such purpose,
any coupon bonds issued hereunder ; and such register or
registers at all reasonable times shall be open to the inspection
of the Trustee.
Upon presentation to the bond registrar of the Railway
Company, at the place where such register shall be kept, of
any such registered coupon bond, accompanied by delivery
of a written instrument of transfer in a form approved by the
Railway Company executed by the registered holder, such
bond shall be transferred upon such register and such transfer
shall be noted by such bond registrar upon the bond. The
registered holder of any such registered coupon bond also
shall have the right to cause the same to be registered as pay
able to bearer, in which case transferability by delivery shall be
restored, and thereafter the principal of such bond when due
shall be payable to the person presenting the bond ; but any
such coupon bond registered as payable to bearer may be reg¬
istered again in the name of the holder with the same effect
17
as a first registration thereof. Successive registrations and
transfers as aforesaid may be made from time to time as
desired ; and each registration of a coupon bond shall be
noted by the bond registrar on tlie bond.
Registration of any coupon bond, however, sliall not re¬
strain the negotiability of any coupon thereto belonging, but
every such coupon shall continue to pass by delivery merely,
and shall remain payable to bearer
Any registered bond or bonds without coupons may be
transferred upon such register at such office or agency by sur¬
render of such bond to such bond registrar for cancellation
accompanied by delivery of a written instrument of transfer
in a form approved by the Railway Company, duly executed
by the registered holder of the bond, and by payment of any
charge imposed under Section 4 of Article One hereof ; and
thereupon a new registered bond, or new registered bonds,
for an equivalent principal sum shall be issued to the trans¬
feree or transferees as provided in said section.
Section 4. Not to Create Prior Liens.
Except as hereinbefore provided the Railway Company
will not voluntarily create, or suffer to be created, any
debt, lien or charge which would be prior to the lien of
these presents upon the mortgaged premises or any part
thereof, or upon the income thereof ; and within three months
after the same shall acciue, it will pay, or will cause to
be discharged, or will make adequate provision to satisfy
and discharge, all lawful claims and demands of mechanics,
laborers and others, which, if unpaid, might by law be
given precedence to this indenture as a lien or charge upon
the mortgaged premises or any part thereof, or the income
thereof ; provided that nothing in this section contained shall
require the Railway Company to pay any such debt, lien or
charge so long as it shall in good faith contest the validity
thereof.
Section 5. To Pay Taxes and Assessments.
The Railway Company from time to time will pay and
discharge all taxes, assessments and governmental charges
i8
(the lien whereof would be prior to the lien hereof), lawfully
imposed upon the premises hereby mortgaged or upon
any part thereof, or upon the income and profits thereof,
and also all taxes, assessments and governmental charges
lawfully imposed upon the lien or interest of the Trustee or of
the holders of the bonds hereby secured in respect of such
premises hereby mortgaged, so that the lien and priority of
this indenture shall be fully preserved at the cost of the
Railway Company without expense to the Trustee or the
bondholders.
Section 6. To IMaintain Equipment.
At all times the Railway Company will keep and maintain
all the cars, locomotives, tenders and other equipment at any
time covered by this indenture, in good order and condition,
reasonable wear and tear excepted ; and whenever any locomo¬
tives, tenders, cars or other equipment covered by this inden¬
ture, shall be worn out or be destroyed, the Railway Company
promptly will cause the same to be replaced by other loco¬
motives, tenders, cars or other equipment of at least equal
value, so that at all times the value of the locomotives,
tenders, cars and other equipment upon which this indenture
shall be a lien shall be fully kept up ; and at all times the
Railway Company will cause to be set apart, used and applied
for that purpose so much of the net earnings of the mortgaged
premises as may be required for such maintenance and re¬
placement of the equipment subject to the lien hereof.
At all times the Railway Company will keep on its books
a list of such locomotives, tenders, cars and other equipment
covered by this indenture, and from time to time, upon re¬
quest of the Trustee, it will furnish to the Trustee a list there¬
of, so as to enable the Trustee at all times to identify the
locomotives, tenders, cars and other equipment covered by
this indenture.
ARTICLE THREE.
IRigbts of IRailvvais domparp? lUntíí Defeasance.
Section i. To Have Possession.
Until some default shall have been made in the due and
punctual payment of the interest, or of the principal of
the bonds hereby secured, or of some part of such interest
19
or principal or in the due and punctual performance and ob¬
servance of some covenant or condition hereof obligatory
upon the Railway Corfipany, and until such default shall
have continued beyond the period of grace, if any, herein
provided in respect thereof, the Railway Company, its succes¬
sors and assigns, shall be suffered and permitted to retain
actual possession of all the premises hereby mortgaged, and
to manage, operate and use the same and every part thereof,
with the rights and franchises appertaining thereto, and to
collect, receive, take, use and enjoy the tolls, earnings, in¬
comes, rents, issues and profits thereof.
Section 2. To H ave Mortgage S ah s fi id.
If, and when the Railway Company shall well and truly pay,
or cause to be paid, the whole amount of the principal
moneys and interest due upon all of the bonds and coupons
for interest thereon hereby secured, then outstanding, or
shall provide for such payment by depositing with the Trustee
hereunder, for the payment of such bonds and coupons
after the same shall have become due and payable, the
entire amount due thereon for principal and interest, and
also shall pay, or cause to be paid, all other sums payable
hereunder by the Raihvay Company, and shall well and truly
keep and perform all the things herein required to be kept
and performed by it according to the true intent and meaning
of this indenture, then and in that case all property, rights
and interests conveyed or pledged shall revert to the
Railway Company, and the estate, rights, title and interest
of the Trustee shall thereupon cease, determine and become
void, and the Trustee, in such case, on demand of the Rail¬
way Company and at its cost and expense, shall enter satis¬
faction of this indenture upon the record; otherwise the
same shall be continued and remain in full force and virtue,
ARTICLE FOUR.
TRcleasc of /Iftortgageö iProperti^.
Section i. Terims Upon which Releases May be Made.
Upon the written request of the President of the Railway
Company, approved or authorized by resolution of its board
of directors, from time to time while the Railway Company
20
is in possession of the mortgaged premises, but subject to the
conditions and limitations in this section prescribed, and not
otherwise, the Trustee shall release from the lien and opera¬
tion of this indenture any part of the railways, lands and
other property then subject thereto, provided (i) that no part
of the lines of track or of the rights of way shall be released
unless the use thereof no longer shall be necessary or advan¬
tageous in the operation of any of the mortgaged lines of
railway, and no part of such lines of track or rights of way
shall so be released if thereby the continuity of the main line
of railway of the Railway Company shall be broken ; and (2)
that no part of the mortgaged property shall be released here¬
under, unless at the time of such release it no longer shall be
necessary or advantageous to retain the same for the opera¬
tion, maintenance or use of such lines of railway, or for use
in the business of the Railway Company ; and no such release
shall be made unless the Railway Company shall have sold,
or shall have contracted to exchange for other property, or to
sell, the property so to be released.
The proceeds of any and all of such sales, and all moneys
received as compensation for any property subject to this
indenture taken by exercise of the power of eminent domain
shall be set apart and applied by the Railway Company to the
purchase of other property, real or personal, or in better¬
ments of or improvements upon any part of the mortgaged
premises. Any new property acquired by the Railway Com¬
pany to take the place of any property released hereunder,
ipso facto^ shall become and be subject to the lien of this
indenture, as fully as if specifically mortgaged hereby, but,
if requested by the Trustee, the Railway Company will con¬
vey the same to the Trustee by appropriate deeds upon the
trusts and for the purposes of this indenture.
The Railway Company, from time to time, while in pos¬
session of the mortgaged premises, also shall have full power
in its discretion, to dispose of any portion of the machinery,
equipment and implements, at any time held subject to the
lien hereof, which may have become unfit for such use, re¬
placing the same by new machinery, equipment or implements,
of equivalent value which shall become subject to this indenture.
21
In no event shall any purchaser or purchasers of any prop¬
erty sold or disposed of under any provision of this Article,
nor shall the Trustee be required to see to the application of
the purchase money.
Section 2. Power ro be Exercised by R]':ceiver or Trustee
in Possession.
In case the mortgaged premises shall be in the possession
of a receiver lawfully appointed, the powers in and by this
Article conferred upon the Railway Company may be exer¬
cised by such receiver with the approval of the Trustee ;
and if the Trustee shall be in possession of the mortgaged
premises under any provision of this indenture, then all the
powers of this Article conferred upon the Railway Company
may be exercised by the Trustee in its discretion.
Section 3. Evidence of Facts Required íor Release.
A certificate signed by the President under the corporate
seal of the Railway Company, may be received by the Trus¬
tees as conclusive evidence of any of the facts mentioned in
this Article, and shall be full warrant to the Trustee for its
action on the faith thereof.
ARTICLE FIVE.
IRi^bts anD IRemeöiee of tTrustee anO ißonöholöers in Gage of
Default.
Section i. Lien of Detached Coupons Subordinaied.
Neither any coupon belonging to any bond hereby se¬
cured, nor any claim for interest on any registered bond,
which in any way, at or after maturity, shall have been
transferred or pledged separate and apart from the bond to
which it relates, shall, unless accompanied by such bond, be
entitled, in case of a default hereunder, to any benefit of, or
from, this indenture, except after the prior payment in full of
the principal of the bonds issued hereunder, and of all cou¬
pons and interest obligations, not so transferred or pledged.
22
Section 2. Entry After Default.
Ill case (i) default shall be made in the payment of
any interest on any bond or bonds secured by this inden¬
ture, and any such default shall continue for a period of six
months, or in case (2) default shall be made in the due and
punctual payment of the principal of any bond hereby secured,
or in case (3) default shall be made in the due observance or
performance of any other covenant or condition herein re-
quired to be kept or performed by the Railway Company,
and any such last mentioned default shall continue for a
period of six months after written notice thereof shall have
been given to the Railway Company by the Trustee, or by
the holders of ñve per cent in amount of the bonds hereby se¬
cured and then outstanding then and in each and every
such case the Trustee personally, or by its agents or
attorneys, may enter into and upon all or any part of the
railways, rolling stock, property and premises, lands, rights,
interests and franchises, hereby conveyed, or intended so to
be, and each and every part thereof, and may exclude the
Railway Company, its agents and servants, wholly there¬
from ; and having and holding the same, may use, operate,
manage and control said railways and other premises,
regulate the tolls for the transportation of passengers and
freight thereon, and conduct the business thereof, either
personally or by its superintendents, managers, receivers,
agents and servants or attorneys to the best advantage of
the holders of the bonds hereby secured; and upon every such
entry, the Trustee, at the expense of the trust estate, from
time to time, either by purchase, repairs or construction, may
maintain and restore, and insure or keep insured, the rolling
stock, tools and machinery and other property, buildings,
bridges and structures erected, or provided for use, in con¬
nection with said railways and other premises whereof they
shall become possessed, as aforesaid, in the same manner and
to the same extent as is usual with railway companies, and
likewise, from time to time, at the expense of the trust estate,
may make all necessary or proper repairs, renewals and
replacements and ustful alterations, additions, betterments
23
and improvements thereto and thereon, as to them may seem
judicious; and, in such case, the Trustee shall have the right
to manage the mortgaged premises and to carry on the busi¬
ness and exercise all rights and powers of the Railway Com¬
pany, either in the name of the Railway Company or other¬
wise, as the Trustee shall deem best ; and it shall be entitled
to collect and receive all tolls, earnings, income, rents, issues
and profits of the same and every part thereof ; and after
deducting the expenses of operating said railways and other
premises, and of conducting the business thereof and of all
repairs, maintenances, renewals, replacements, alterations,
betterments and improvements, and all payments which may
be made for taxes, asstssments, insurance, and prior or other
proper charges upon the said premises and property, or any
part thereof, as well a^ just and reasonable compensation for
its own services and for all agents, clerks, servants and
other employes by it properly engaged and employed, it shall
apply the moneys arising as aforesaid, as follows :
In case the principal of the bonds hereby secured
shall not have become due, to the payment of the in¬
terest in default, in the order of the maturity of the
installments of such interest, with interest thereon at
the rate of five per cent per annum ; such payments
to be made ratably to the persons entitled thereto,
without discrimination or preference.
In case the principal of the bonds hereby secured
shall have become due, by declaration or otherwise,
first to the payment of the accrued interest, with in¬
terest on the overdue installments thereof at the rate
of five per cent per annum, in the order of the matur¬
ity of the installments, and next to the payment of
the principal of all bonds hereby secured ; in every
instance such payments to be made ratably to the per¬
sons entitled to such payments without discrimination
or preference.
These provisions, however, are not intended in any
way to modify the provisions of Section i of this Ar¬
ticle Five, but are subject thereto.
Section 3. Acceleration of íNIaturitv of Principal.
In case default shall be made in the payment of any
interest on any bond or bonds hereby secured, and any
24
such default shall continue for a period of six months, then
and in every case of sucli continuing default upon the written
request of the holders of a majority in amount of the bonds
hereby secured then outstanding, the Trustee, by notice in
writing delivered to the Railway Company, shall declare the
principal of all bonds hereby secured and then outstanding to
be due and payable immediately, and upon any such declara¬
tion the same shall become and be immediately due and pay¬
able, anything in this indenture or in said bonds contained to
the contrary notwithstanding. This provision, however, is
subject to the condition that if, at any time after the principal
of said bonds shall have been so declared due and payable,
all arrears of interest upon all such bonds, with interest at the
rate of five per cent per annum on overdue installments of
interest, shall either be paid by the Railway Company or be
collected out of the mortgaged premises before any sale of the
mortgaged premises shall have been made ; then and in every
such case the holders of a majority in amount of bonds
hereby secured then outstanding, by written notice to the
Railway Company and to the Trustee, may waive such de¬
fault and its consequences ; but no such waiver shall extend
to or affect any subsequent default, or impair any right con¬
sequent thereon.
In case the Trustee shall have proceeded to enforce any
right under this indenture, by foreclosure, entry or otherwise,
and such proceedings shall have been discontinued or aban¬
doned because of such waiver, or for any other reason, or
shall have been determined adversely to the Trustee, then and
in every such case, the Railway Company and the Trustee
shall be restored to their former position and rights here¬
under in respect of the mortgaged premises, and all rights,
remedies and powers of the Trustee shall continue as though
no such proceeding had been taken.
S1.ct10n 4. Power of Sale.
In case (i) default shall be made in the payment of any
interest on any bond at any time issued under and secured
by this indenture, and any such default shall continue for a
period of six months ; or in case (2) default shall be made in
25
the due and punctual payment of the principal of any bond
hereby secured ; or in case (3) default shall be made in the due
observance or performance of any other covenant or condition
herein required to be kept or performed by the Railway
Company, and any such last mentioned default shall continue
for a period of six xnonths after a written notice thereof shall
have been given to the Railway Company by the Trustee, or
by the holders of five per cent in amount of the bonds hereby
secured and then outstanding, then and in each and every
such case of default, the Trustee, with or without entr)-,
personally or by attorney, in its discretion either (<2) may
sell to the highest and best bidder all and singular the
mortgaged and pledged property and premises, including
rights, franchises and interests, and appurtenances, and
other real and personal property of every kind, and all
right, title and interest, claim and demand therein, and
right of redemption thereof, in one lot and as an entirety,
unless a sale in parcels shall be required under the provi¬
sions of Section 6 of this Article Five, in which case such
sale shall be made in parcels, as in said section provided ;
which sale or sales shall be made at public auction at the
Station building used by the Railway Company at Oneida,
Scott County, Tennessee, or at such other place, and
at such time and upon such terms, as the Trustee
may fix and briefly specify in the notice of the sale to
be given, as herein provided ; or (/;) may proceed to
protect and to enforce its rights and the rights of bondholders
under this indenture, by a suit or suits in equity or at law,
whether for specific performance of any covenant or agree¬
ment contained herein, or in aid of the execution of any
power herein granted, or for the foreclosure of this indenture,
or for the enforcement of any other appropriate legal or
equitable remedy, as the Trustee, being advised by counsel
learned in the law, shall deem most effectual to protect and
enforce any of its rights or duties hereunder.
Section 5. Bondholders May Direct Trustee,
Upon the written request of the holders of twenty-five
per cent in amount of bonds hereby secured and then
20
outstanding, in case of any such continuing default, it
shall be the duty of the Trustee upon being indemni¬
fied, as hereinafter provided, to take all steps needful
for the protection and enforcement of its rights and the
rights of the holders of the bonds, hereby secured, and to
exercise the powers of entry or sale herein conferred, or both,
or to take appropriate judicial proceedings by action, suit or
otherwise, as the Trustee being advised by counsel learned in
the law, shall deem most expedient in thednterest of the hold¬
ers of the bonds hereby secured ; but anything in this inden¬
ture to the contrary notwithstanding, the holders of seventy-
five per cent in amount of the bonds hereby secured and then
outstanding from time to time, shall have the right to direct
and control the action of the Trustee and the method and
place of conducting any and all proceedings for any sale of
the premises hereby conveyed or mortgaged, or for the fore¬
closure of this indenture, or for the appointment of a receiver
or of any other proceedings hereunder.
Section 6. Property to be Sold as an Entirety.
In the event of any sale, whether, made under the power
of sale hereby granted or conferred, or under or by virtue of
judicial proceedings, or of some judgment or decree or fore¬
closure and sale, the whole of the property hereby mortgaged
and pledged shall be sold in one parcel and as an entirety,
including all the rights, title, estates, railroads, equipment,
franchises, leases, leasehold interests, contracts and other real
and personal property of every name and nature, unless such
sale as an entirety is impracticable by reason of some statute
or other cause, or unless the holders of a majority in amount
of the bonds hereby secured then outstanding shall in writing
request the Trustee to cause said premises to be sold in par¬
cels, in which case the sale shall be made in such parcels as
may be specified in such request or petition j and this provi¬
sion shall bind the parties hereto, and each and every of the
holders of the bonds and coupons hereby secured, or in¬
tended so to be*
27
Section 7. Notice of Sale Required.
Notice of any such sale pursuanj: to any provision of
this indenture shall state the time and place, when and
where the same is to be made, and shall contain a brief
■general description of the property to be sold, and shall be
sufficiently given if published once in each week for four
successive weeks prior to such sale in a newspaper published
in the city of New York, N. Y,, and in a newspaper published
in Scott County, Tennessee.
Section 8. Adjournments of Sale.
From time to time the Trustee may adjourn any sale to
be made by it under the provisions of this indenture, by an¬
nouncement at the time and place appointed for such sale,
or for such adjourned sale or sales ; and without further
notice or publication, it may make such sales at the time and
place to which the same shall be so adjourned.
Section 9. Conveyance to Purchaser.
Upon the completion of any sale or sales under this
indenture the Trustee shall execute and deliver to the ac¬
cepted purchaser or purchasers a good and sufficient deed,
or good and sufficient deeds, and other instruments convey¬
ing, assigning, and transferring the property and franchises
sold. And the Trustee hereby is appointed the true and
lawful attorney irrevocable, of the Railway Company, in its
name and stead, to make all necessary deeds and convey¬
ances of property thus sold ; and for that purpose it may
execute all necessary acts of assignment and transfer, and may
substitute one or more persons with like power ; the Railway
Company hereby ratifying and confirming all that its said
attorney or such substitute or substitutes shall lawfully do by
virtue hereof.
Any such sale or sales made under or by virtue of this
indenture, whether under the power of sale hereby granted
and conferred, or under or by virtue of judicial proceedings,
shall operate to divest all right, title and interest, claim and
demand whatsoever, either at law or in equity, of the Rail-
28
way Company, of, in and to the premises sold, and shall be
a perpetual bar both at law and in equity, against the Rail¬
way Company, its successors and assigns, and against any
and all persons claiming or to claim the premises sold, or any
part thereof, from, tlirough or under the Railway Company,
its successors or assigns.
The personal property and chattels conveyed or intended
to be conveyed by or pursuant to this indenture sliall be real
estate for all the purposes of this indenture, and shall be held
and taken to be fixtures and appurtenances of the said Rail¬
way and part thereof, and are to be used and sold thf^rewith
and not separate therefrom, except as herein otherwise
provided.
Sec'iion 10. Rcci ipt of Purchaser.
The receipt of the Trustee shall be a sufficient discharge
to any purchaser of che property or any part thereof, sold
as aforesaid, for the purchase money ; and no such purchaser
or his representatives, grantees or assigns, idter paying such
purchase moxiey an i receiviiig such receipt, shall be bound
to see to the application of such purchase money upon or for
any trust or purpose of this indenture, or in any manner
whatsoever be answerable for any loss, misapplication or non-
application of any such purchase mone}^ or any part thereof,
or be bound to inquire as to the authorization, necessity,
expediency or regularity of any such sales.
Section ii. IMaturitv of Principal in Case of Sale.
In case of any such sale, whether made under the power
of sale héreby granted or pursuant to judicial proceedings,
the whole of the principal sums of the bonds hereby secured,
if not previously due, shall at once become due and payable,
anything in said bonds or in this indenture to the contrary
notwithstanding.
Seciion 12. Distribution of Proceeds of Sale,
The purchase money, proceeds or avails of any such sale,
whether under the power of sale hereby granted or pursuant
to judicial proceedings, together with any other sums which
29
then may be held by the Trustee, under any of the provisions
of this indenture as part of the trust estate or the proceeds
thereof, shall be applied as follows :
«
Fi rsi. To the payments of the costs and expenses of
such sale, including a reasonable compensation to the
Trust ee, its agents, attorneys and counsel, and of all ex¬
penses, liabilities and advances made or incurred by the
Trustee in managing and maintaining the property hereby
conveyed or inteuded so to be, and to the payment of all
taxes, assessments or liens prior to the lien of these pres¬
ents, except any taxes, assessments or other superior liens
to which such sales shall have been made subject.
Second. To the payment of the whole amount then
owing or unpaid upon the bonds hereb}' secured for prin¬
cipal and interest, with interest at the rate of five per cent
per annum on the overdue installments of interest, and
in case such proceeds shall be insufficient to pay in full
the whole amount so due and unpaid upon the said bonds,
then to the payment of such principal and interest, with
out preference or priority of principal over interest, or of
interest over principal, or of any installment of interest
over an}' other installment of interest, ratably, to the ag¬
gregate of such principal and the accrued and unpaid in¬
terest, subject, however, to the provisions of Section i of
this Article Five.
Third. The surplus, if any, shall be paid to the Rail¬
way Company, successors or assigns, or to whosoever
may be lawfully entitled to receive the same.
Section 13. Purchaser May Pay in Bonds.
Upon any such sale by the Trustee or pursuant to judicial
proceedings, any purchaser, for or in settlement or payment
of the purchase price of the propert}^ purchased, shall be
entitled to use and apply any bonds, and any matured
and unpaid coupons hereby secured, by presenting such
bonds and coupons in order that there may be credited
thereon the sums applicable to the payment thereof out of
the net proceeds of such sale after making any deductions
which may be made from the proceeds of sale for costs, ex¬
penses, compensations and other charges ; and such pur
chaser thereupon shall be credited, on account of such pur-
30
chase price payable by him, with sums applicable out of such
net proceeds to the payment of, and credited on, the bonds
and coupons so presented ; and, at any such sale, any bond¬
holder or bondholders may bid for, and purchase, such prop¬
erty, and may make payment therefor as aforesaid, and upon
compliance with the terms of sale, may hold, retain and dis¬
pose of such property without further accountability.
Section 14. Waiver of Redemption, etc.
The Railway Company will not at any time insist upon or
plead, or in any manner whatever claim, or take the benefit
or advantage of, any stay or extension law, now or at any
time hereafter in force in any locality where the mortgaged
premises or pledged property, or any part of either, may or
shall be situated; nor will it claim, take or insist on, any
benefit or advantage from any law now or hereafter in force
providing for the valuation or appraisement of the mortgaged
premises or pledged property, or any part thereof, prior to
any sale, or sales, thereof to be made pursuant to any provi¬
sion herein contained, or to the decree of any court of competent
jurisdiction; nor after any such sale or sales will it claim or
exercise any right conferred by any statute enacted by any
State, or otherwise, to redeem the property so sold or any
part thereof ; and it hereby expressly waives all benefit and
advantage of any such law or laws, and it covenants that it
will not hinder, delay or impede the execution of any power
herein granted and delegated to the Trustee, but that it will
suffer and permit the execution of every such power as though
no such law or laws had been made or enacted
Section 15. Trustee Entitled to Appointment
of Receiver.
Upon filing a bill in equity, or upon commencement of any
other judicial proceedings, to enforce any right of the Trus¬
tee or of the bondholders under this indenture, the Trustee
shall be entitled to exercise the right of entry herein con¬
ferred, and also any and all other rights and powers herein
conferred, and provided to be exercised by the Trustee upon
31
the occurrence and continuance of default, as hereinbefore
provided ; and, as matter of contract right hereby conferred,
the Trustee shall be entitled to the appointment of a receiver
of the premises hereb}^ mortgaged, and of the earnings, in¬
come, revenue, rents, issues, or profits thereof, with such
powers as the Court making such appointment shall confer.
Section i6. Independent Action of Bondholders
Restricted.
No holder of any bond or coupons hereby secured shall have
any right to institute any suit, action or proceeding in equity
or at law for the foreclosure of this indenture, or for the
execution of any trust thereof, or for the appointment of a
receiver, or for any otlier remedy hereunder, unless the holders
of twenty-five per cent in amount of the bonds hereby secured,
then outstanding, shall have made written request upon the
Trustee to take action in respect of the matter complained of
and shall have afforded to it a reasonable opportunity, either
to proceed to exercise the powers hereinbefore granted, or to
institute such action, suit or proceeding in its own name; nor
unless, also, they shall have offered to the Trustee adequate
security and indemnity against the costs, expenses and liabil¬
ities to be incurred therein or thereby ; and such notification,
recpiest and offer of indemnity are hereby declared, in every
such case, at the option of the Trustee, to be conditions pre¬
cedent to the execution of the powers and trusts of this in¬
denture and to any action or cause of action, for foreclosure
or for the appointment of a receiver, or for any other remedy
hereunder; it being understood and intended that no one or
more holders of bonds and coupons shall have any right in any
manner whatever to affect, disturb or prejudice the lien of this
indenture by his or their action, or to enforce any right here¬
under, except in the manner herein provided, and that all pro¬
ceedings at law or in equity shall be instituted, had and main¬
tained in the manner herein provided and for the equal benefit
of all holders of such outstanding bonds and coupons.
3^
SlíCTION 17. RT^:ivri;DIKS CuMUr,ATlVE;.
E>^cept as herein expressly provided to the contrary, no
remedy herein conferred upon or reserved to the Trustee, or
the holders of bonds hereby secured, is intended to be exclusive
of any other remedy, but each and every such remedy shall be
cumulative, and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in
equity or by statute.
Section 18. Decay or Omission ry Trustee No Waiver.
No delà}' or omission of the Trustee, or of any holder of
bonds hereby secured, to exercise any right or power accruing
upon any default, continuing as aforesaid, shall impair any
such right or power, or shall be construed to be a waiver of
any such default, or an acquiescence therein ; and every power
and remedy given by this Article to the Trustee, or to the
bondholders, may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the bond¬
holders.
ARTICLE SIX.
límmunítg of OUiccxe, Stockbolöcrs anD Director^»
No recourse under or upon any obligation, covenant or
agreement contained in this indenture, or in any bond or
coupon hereby secured, or because of the creation of any in¬
debtedness hereby secured, shall be had against any incor¬
porator, stockholder, officer or director of the Railway Com¬
pany, or of any successor corporation, either directly or
through the Railway 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
understood that this mortgage, and the obligations hereby
secured are solely corporate obligations, and that no personal
liability whatever shall attach to, or be incurred by, the incor¬
porators, stockholders, officers or directors of the Railway
Company, or of any successor corporation, or any of them, be¬
cause of the incurring of the indebtedness hereby authorized
33
or under or by reason of any of the obligations, covenants or
agreements contained in this indenture, or in any of the bonds
or coupons hereby secured, or implied therefrom; and that any
and all personal liabilit}', of every name and nature, and any
and all rights and claims against every such stockholder,
officer or director, whether arising at common law or in equity,
or created by statute or constitution, are hereby expressly
released and waived as a condition of, and as part of the con¬
sideration for, the execution of this indenture and the issue of
the bonds and interest obligations secured hereby.
ARTICLE SEVEN.
;i£v?iöeiice ot Jöonöbolöers IRtgbîe,
Section i. Authentication oe Instruments.
Any request or other instrument, required by this indenture
to be signed and executed by bondholders, may be in any
number of concurrent instruments of similar tenor, and may
be signed or executed by such bondholders in person or by
agent appointed in writing. Proof of the execution of any
such request or other instrument, or of a writing appointing
any such agent and of tlie holding by any person of coupon
bonds transferable by delivery, shall be sufficient for any pur¬
pose of this indenture, and shall be conclusive in favor of the
Trustee with regard to due action taken by it, under such
request or other instrument, if made in the following manner,
viz :
The fact and date of the execution by any person of
any such rec[uest, other instrument, or writing may be
proved by the certificate of any notary public, or other
officer authorized to take acknowledgments of deeds to be
recorded in New ^"ork, that the person signing such
request or other instrument, acknowledged to him the
execution thereof ; or by an affidavit of a w itness to such
execution.
The amount of coupon bonds transferable by delivery,
held by any person executing an} such request or other
instrument as a bondholder, and the amounts and issue
number of the bonds held by such person, and the date
of his holding the same, may be proved by a certificate
34
executed by any trust company, bank, bankers or other
depositary (wherever situated), if such certificate shall
be deemed by the Trustee to be satisfactory, showing
therein that at the date therein mentioned such person
had on deposit with such depositary the bonds described
in such certificate. The ownership of registered coupon
bonds or of registered bonds without coupons shall be
proved by the registers of such bonds,
Se:ction 2. Appare:nt TiTcr; to Bonds.
The Railway Company and the Trustee may deem and treat
the bearer of any coupon bond hereby secured, wliicli shall not
at the time be registered as hereinbefore authorized, and the
bearer of any coupon for interest on any such bond, whether
such bond shall be registered or not, as the absolute owner of
such bond or coupon, as the case may be, for the purpose of
receiving payment thereof and for all other purposes ; and
neither the Railway Company nor the Trustee shall be affected
by any notice to the contrary.
The Railway Company and the Trustee may deem and treat
the person in whose name aii}' registered bond without coupons
issued hereunder shall be registered upon the books of the
Railway Company, as hereinbefore provided, as the absolute
owner of such bond, for the purpose of receiving payment of,
or on account of, the principal and interest of such bond, and
for all other purposes, and may deem and treat the person in
whose name any coupon bond shall be so registered as the
absolute owner thereof, for the purpose of receiving payment
of, or on account of, the principal thereof, and for all other
purposes except to receive paginent of interest represented by
outstanding coupons ; and all such payments so made to any
such registered holder for the time being, or upon his order,
shall be valid and effectual to satisfy and discharge the liability
upon such bond to the extent of the sum or sums so paid.
ARTICCE EIGHT.
Concerning tbc tirustee.
Section i. Immunities and Comi^ensation.
I
The Trustee shall not be answerable for the default or the
misconduct of any agent, attorney or employe appointed by it
in pursuance hereof, if such agent, attorney or employe
35
shall have been selected with reasonable care, or for anything
whatever in connection with this trust except willful miscon¬
duct or gross negligence. The Trustee shall not be under any
obligation to take any action towards the execution or en¬
forcement of the trusts hereby created, which in the opinion of
the Trustee, shall be likely to involve it in expense or liability,
unless one or more of the holders of the bonds hereby secured
shall, as often as required by the Trustee, furnish it reasonable
indemnity against such expense or liability ; nor shall the
Trustee be required to take notice of any default hereunder,
unless notiñed in writing of such default by the holders of at
least ñve per cent in amount of the bonds hereby secured then
outstanding, or to take any action in respect of any default
unless requested to take action in respect thereof by a writing
signed by the holders of not less than twenty-five per cent in
amount of the bonds hereby secured, then outstanding, and
tendered reasonable indemnity as aforesaid, anything herein
contained to the contrary notwithstanding ; but the foregoing
provisions of this section are intended only for the protection
of the Trustee, and shall not be construed to limit or affect any
discretion or power by a^y provision of this indenture given
to the Trustee, to determine whether or not it shall take action
in respect of any default, or any power or discretion of the
Trustee to take action in respect to any default, without such
notice or request from bondholders, or to affect any other
discretion or power given to the Trustee, Any action taken by
the Trustee upon the request of any person who at the time is
the owner of any bond or bonds or coupon or coupons hereby
secured, shall be conclusive and binding upon all future owners
of the same bond or bonds, coupon or coupons. The Trustee
shall not be responsible for the recording of this indenture
and shall not be required to file the same as a chattel mortgage.
It shall not be any part of the duty of the Trustee to effect
insurance against fire or other damage on any portion of the
mortgaged property or to renew any policies of insurance.
The Trustee shall not be responsible in any manner what¬
soever for the validity hereof, or for the amount or the extent
of the security afforded by the property covered hereby, or for
36
the recitals herein or in said bonds contained ; nor shall it be
accountable for the use of any bonds certified and delivered
by the Trustee hereunder or for the applicaton of the pro¬
ceeds of such bonds.
The Trustee shall be entitled to reasonable compensation
for all services rendered b}^ it in the execution of the trusts
hereby created, and the Railway Company agrees to pay such
compensation as well as all expenses necessarily incurred or
disbursed by the Trustee hereunder, from time to time upon
demand ; and for payment of such compensation and ex¬
penses the Trustee shall have a first lien on all the property
mortgaged hereunder. The Trustee shall be protected in
acting upon any notice, request, consent, certificate, resolution,
affidavit, bond or other paper or document believed by it to be
genuine and to have been passed or signed by the proper party.
Section 2. Resignation or Removae.
The Trustee, or any trustee or trustees hereafter appointed,
may resign, and may be discharged from the trusts created by
this indenture, by giving to the Railway Company and to the
bondholders noîico by publication such resignation, specify¬
ing a date when such resignation shall take effect, which
notice shall be published at least once on a day not less than
thirty days nor more than sixty days prior to the date so
specified, in a newspaper at that time published in Scott
County, Tennessee. Such resignation shall take effect on the
day specified in such notice, unless previously a successor
trustee shall be appointed as hereinafter provided, in which
event such resignation shall take effect immediately upon the
appointment of such successor trustee.
Any trustee hereunder ma}^ be removed at any time by an
instrument in writing under the hands of the holders of two-
thirds in amount of the bonds hereby secured and then out¬
standing.
Section 3. Appointment oe Successor Trustee.
In case at any time the Trustee, or any successor trustee,
shall resign or shall be removed or otherwise shall become
incapable of acting, a successor, or successors, may be ap-
37
pointed by the holders of a majority in amount of the bonds
hereby secured then outstanding", l3y an instrument or con¬
current instruments signed by such bondholders or their at¬
torneys in fact dnl\ authorized ; but until a new trustee shall
be appointed by the bondholders as herein authorized, the
Railway Company, by an instrument executed by order of its
Board of Directors, may appoint a trustee to fill such vacancy ;
provided, however, that every such trustee shall always be a
trust company, having an office in the city of New York, if
there be such a company willing and able to accept the trust
upon reasonable and customary terms.
Any successor trustee appointed hereunder shall execute,
acknowledge and deliver to the Trustee last in office and also
to the Railway Company, an instrument accepting such ap¬
pointment hereunder, and thereupon such successor trustee,
without any further act, deed or conveyance, shall become
vested with all the estates, properties, rights, powers, trusts,
duties and obligations of its predecessor in the trust hereun¬
der, with like effect as if originally named as trustee herein ;
but, nevertheless, on the written request of the successor
trustee, the trustee ceasing to act shall execute and deliver an
instrument transferring to such successor trustee, upon the
trusts herein expressed,all the estates, properties, rights,powers
and trusts of the trustee so resigning or removed, subject
nevertheless, to any lien which the retiring trustee may have
pursuant to any provision hereof ; and upon request of any
such successor trustee, the Railway Company shall make,
execute, acknowledge and deliver any and all deeds, con¬
veyances, assignments or instruments in writing for more
fully and certainly vesting in and confirming to such successor
trustee all such estates, properties, rights, powers and duties.
article nine.
lProvíóíon¿.
Section i. Covenant to Bind Successors or Assigns.
All the covenants, stipulations, promises and agreements in
this indenture contained, by or in behalf of the Railway Com¬
pany, shall bind, or inure to the benefit of, its successors or
assigns, whether so expressed or not.
38
Section 2. Railway Company May Cease or Consolidate.
Nothing contained in this indenture or in any bond hereby
secured, shall prevent any consolidation or merger of the
Railway Company with any other corporation, or any lease
or conveyance and transfer, subject to the continuing lien of
this indenture and to all the provisions thereof, of all the
mortgaged and pledged premises, as an entirety, to a corpora¬
tion at that time existing under and by virtue of the laws of
any State or States, or of the United States, and entitled to
acquire the same ; provided, however, that such consolidation,
merger, sale or lease shall not impair the lien and security of
this indenture, or any of the rights or powers of the Trustee,
or of the bondholders hereunder.
Section 3. Rights and Powers oe Successor.
For every purpose of this indenture, including the execu¬
tion, issue and use of any and all bonds hereby secured, the
terms ''Railway Company" and "Tennessee Railway Com¬
pany" include and mean not only the party of the first part
hereto, but also any such successor corporation. Every such
successor or purchasing corporation upon assuming the pay¬
ment of the principal and interest then due or thereatter to
become due of and upon the bonds then issued and outstand¬
ing hereunder shall possess, and from time to time may exer¬
cise, each and every right and power hereunder of the Ten¬
nessee Railway Company in its name or otherwise.
Section 4. Authority oe Oeeicers oe Successor.
Any act or proceding, by any provision of this indenture
authorized or required to be done or performed by any board
or officer of the Railway Company, shall and may be done
and performed with like force and effect by the like board or
officer of any railroad corporation that shall at the time be
such lawful sole successor of^ or purchaser of the property of,
the Railway Company.
39
SECTION 5. Raiway Company May Surrender Powers.
Neverttieless, before the exercise of the powers conferred
by this Article, the Railway Company, by an instrument in
writing executed by authority of two-thirds of its board of
directors and delivered to the Trustee, may surrender any of
the powers reserved to the Railway Company or to such suc¬
cessor corporation under this Article ; and thereupon such
power so surrendered shall terminate.
Section 6. Deeinition oe Terms.
Except when otherwise indicated, the words "the Trustee"
or "said Trustee" or any other equivalent term, as used in
this indenture shall be held and construed to mean the Trus¬
tee, for the time being, whether original or successor; the
words "bond," "bondholder" and "holder" shall include the
plural as well as the singular number, and the term "majority"
shall signif)^ "majority in amount," whether or not so ex¬
pressed.
The Standard Trust Company of iN^ew York,
party hereto of the second part, hereby accepts the trusts in
this indenture declared and provided, and agrees to perform
the same upon the terms and conditions hereinbefore set forth..
40
Un Mltness Mbereof, on the day and year first
above written,
TENNESSEE RAILWAY COMPANY, the party hereto
of the first part, has caused this indenture to be signed by its
President, and its corporate seai to be hereunto affixed and
attested by the signature of its Secretary, and
THE STANDARD TRUST COMPANY OF NEW
YORK, the party hereto of the second part, has caused these
presents to be signed by its President, and its corporate seal
to be hereunto affixed and attested by the signature of its
Secretary.
TENNESSEE RAILWAY COMPANY,
By
President.
[l. S.]
Signed, sealed and delivered Attest :
by the Railway Company
in presence of :
Secretary.
Attesting: witnesses
D
THE STANDARD TRUST COMPANY
OF NEW YORK,
By
President.
[l. S.]
Signed, sealed and delivered Attest :
by the Trustee in presence
of :
Secretary
Attesting witnessés.
41
State of Tennessee, \ ,
County of Scott, /
Before me, , a Notary Public
in and for the State and County aforesaid, personally appeared Bird M,
Robinson and M. T. DeVault, with whom I am personally acquainted,
and who, upon oath, acknowledged themselves to be, respectively, the
President and Secretary of
TENNESSEE RAILWAY COMPANY,
the within named bargainor, a corporation. And the said Bird M. Rob¬
inson did further acknowledge that he, as such President, being author¬
ized so to do, executed the foregoing instrument for the purpose therein
contained by signing the name of the corporation by himself as President.
And the said M. T. DeVault further acknowledged, and on oath said,
that he knows the common seal of the Tennessee Railway Company ; that
the seal affixed to the foregoing instrument is such common seal of said
corporation, and that he affixed the same to said instrument and signed
his name in attestation thereof by authority of the Board of Directors of
said corporation.
WITNEííS my hand and seal at office in this day
of July, 1905.
[l. s.]
Notary Public,
Scott Oounty, Tennessee,
42
State of New York,
<]ity and County of New ^
Before me,
York, i ■■
, a Commissioner of
Deeds for the State of Tennessee in New York, personally appeared
William C. Lane and William C. Cox, with whom I am personally ac¬
quainted, and who, upon oath, acknowledged themselves to be, respec¬
tively, the President and Secretary of
THE STANDARD TRUST COMPANY OF NEW YORK,
the within-named bargainee, a corporation. And the said William C.
Lane did further acknowdedge that he, as such President, being author¬
ized so to do, executed the foregoing instrument for the purpose therein
contained by signing the name of the corporation by hin self as Presi¬
dent. And the said William C. Cox further acknowledged, and on
oath said, that he knows the common seal of The Standard-Trust Com¬
pany of New York ; that the seal affixed to the foregoing instrument is
such common seal of said corporation, and that he affixed the same to
said instrument and signed his name in attestation thereof by authority
of the Board of Directors of said corporation.
WITNESS my hand and seal at office in New York this day
of July, 1905.
[L- s ]
Covtvdssioner of Deeds for the State of
Tennessee in JSew York.
43
State op Tennessee, \
Scott County, J
The foregoing mortgage of Tennepeee Railway Company to The
Standard Trust Company of iSiew York, Trustee, dated April 15, 1905^
together with the certificates tliereto attached, was duly noted in my
ofi&ce in Note Book page at o'clock M.,
and recorded in Book page this day of
1905.
Register Scott County.
State of Tennessee, \ .
Campbell County, /
The foregoing mortgage of Tennessee Railway Company to The
Standard Trust Company of New York, Trustee, dated April 15, 1905,
together with the certificates thereto attached, was duly noted in my
office in Note Book page at o'clock M.,.
and recorded in Book page this day of
1905.
Register Campbell County.
State of Tennessee, ) .
Anderson County, f
The foregoing mortgage of Tennessee Railway Company to The
Standard Trust Company of New York, Trustee, dated April 15, 1905,
together with the certificates thereto attached, was duly noted in my
office in Note Book page at o'clock M.,
and recorded in Book page this day of
1905.
Register Anderson County.