Bondholders' Agreements
OF
CHICAGO, ALTON AND ST. LOUIS RAILROAD
COMPANY
AND
Mortgage
OF
CHICAGO AND ALTON RAILROAD
COMPANY.
Jßonbbolbers' Höreement
of
CHICAGO, ALTON AND ST. LOUIS RAILROAD
COMPANY,
(Late Chicago and Mississippi/)
Made ioth January, i860,
Altered 9TH July, 1862,
Modified 23d July, 1862,
And Finally Amended 25th October, 1862.
RECORDED IN THE OFFICE OF THE SECRETARY OF STATE OF
THE STATE OF ILLINOIS, IN CONFORMITY WITH THE
CHARTER OF THE CHICAGO AND ALTON R. R. CO.,
Approved February i8th, 1861.
AN AGREEMENT, Made this 10th day of January,
A. D. 1860, WITNESSETH, That whereas, The
Chicago, Alton and St. Louis Railroad Company,
by its former corporate name of The Chicago and
Mississippi Railroad Company, on the first of Oc¬
tober, 1852, made & first mortgage to Flagg, Hoad-
ley and Williams, trustees, to secure the payment
of $2,000,000 of seven per cent, bonds, all of which
are outstanding ; and on the first of June, 1853,
made a second mortgage to Flagg, Hoadley and
Williams, trustees, to secure the payment of
$2,000,000 of seven per cent, bonds, of which not
more than $1,535,000 are now outstanding ; and
on the 12th of May, 1854, made a third mortgage
to Williams and Titus, trustees, to secure the pay¬
ment of $1,000,000 of ten per cent, bonds, bearing
date March 1st, 1854 ;
And whereas, each of said mortgages constitutes, and
is in fact, a valid lien upon the property and fran¬
chises therein described, and in the order of priority
as as above stated ;
And ivhereas, in 1857, a Company called the St.
Louis, Alton and Chicago Railroad Company, issued
mortgage bonds, bearing eight per cent, interest, and
induced holders of about $358,500 of said ten per cent,
bonds to exchange the same for about $482,600 of said
eight per cent, bonds ; but that such exchange was
made under such circumstances as to give the parties
receiving them the right, upon cancelling said eight
per cent, bonds, to repossess themselves of said ten
per cent, bonds, so surrendered, but not, in fact, can¬
celled ; thus making the whole original issue of
$1,000,000 of ten per cent, bonds now outstanding and
unpaid, and the mortgage debt of said Railroad Cor¬
poration, exclusive of all arrears of interest, about
$4,535,000 ;
2
And whereas, suits for the foreclosure of said three
mortgages are now pending in the Courts of Illinois,
wherein divers defences have been interposed by divers
defendants ;
And whereas, James Robb and Charles Congdon, Es¬
quires, have been appointed receivers of said Railroad
Corporation, under and by virtue of an order or decree,
of which a copy is hereunto annexed :
Noiv, this Agreement, Made by and between the un¬
dersigned, as holders of said first, second, third, and
eight per cent, mortgage bonds, and other claims, set
opposite their respective signatures hereto, WITNESS¬
ETH, that for and in consideration of the foregoing
premises, and of one dollar to each of them in hand
paid, and of the several agreements of each of the others
as hereinafter contained, they do hereby severally agree
as follows :
First.—The undersigned severally hereby state and
declare, that they own or represent the owners of the
number, amount, and kinds of mortgage bonds and
other claims set opposite their respective signatures
hereto.
Second.—The undersigned holders of said first, second,
third, and eight per cent, mortgage bonds, and other
claims, for and in consideration of one dollar to each
paid by said receivers, hereby severally agree to pay
to James Robb and Charles Congdon, Esquires, or their
successors, in money, an amount not exceeding five per
cent, upon the whole amount of the principal sum of
the mortgage bonds or other claims set opposite to
their respective signatures hereto, two and a half per
cent, of which shall be paid at the time of signing this
agreement, and the balance whenever called for bv said
receivers or their successors. And all moneys thus
paid to said receivers or their successors shall be
recognized by them as loans, having a first lien on the
entire road and property in their hands,
according to the terms of the decree appointing
said receivers, and said receivers or their successors
shall give proper vouchers or evidences for said loans,
and shall repay them with interest, out of the first net
3
earnings of the road, after paying the employees. All
moneys advanced to said Robb and Congdon, as re¬
ceivers, by any of the undersigned, before subscribing
hereto, shall be credited or allowed on the present sub¬
scriptions.
Third.—At a meeting to be called for that purpose
ou a notice of at least ten days, published in two daily
newspapers of the city of New York, or by notice
given to them personally or through the post-office,
the undersigned will nominate and appoint six compe¬
tent persons as their several and respective trustees
and attorneys in fact, to act for them severally, and to
represent their respective interests as bondholders as
aforesaid, under the provisions of this agreement, and
especially to exercise the powers and perform the
duties hereinafter specified. At the said proposed
meeting, and at all other meetings of the subscribers
hereto, each subscriber shall be entitled to one vote for
each $1,000 of the principal of the bonds and other
claims represented by their subscriptions. The first
meeting may be called by the first three subscribers
hereto, who are hereby appointed a committee for that
purpose. All subsequent meetings shall be called by
the trustees elected at the first meeting, or their suc¬
cessors, or a majority of them, who shall give the same
notice as above provided for the first meeting. Neither
the said trustees nor their successors in the trust, nor
any person under them, shall have power or authority
to do any act or thing whereby any subscriber shall
become liable to pay any money, unless the sub¬
scriber shall hereafter give his written assent. Nor
shall they have power to sell, hypothecate, or in
any manner incumber the bonds, coupons or other
evidences of debt which may come into their
possession, or in any manner be under their control
by virtue of this agreement.
Fourth.—It is hereby agreed by all the undersigned
that said trustees or attorneys shall, if possible, obtain
a special charter creating said new corporation, with
the following provisions : (1.) That the name of
said new corporation shall be "The Chicago and St.
4
Louis Railroad Company." (2.) That said Company
shall have power to issue a mortgage bonds of
$2,000,000 upon the entire road, property, rolling stock,
and franchises of the Company, and may issue income
bonds for the amount of interest on the present first
mortgage bonds, which may be funded or exchanged
for said income bonds—and that except said first
mortgage of $2,000,000, and said income bonds for
funded interest, said Company shall not create any
mortgage on their property, nor any bonded debt of
any kind. (3. ¡ That said Company shall have power
to issue preferred seven per cent, stock limited to the
amount of the second mortgage bonds and interest
thereon, to the date of organization of the new Com¬
pany, and other claims proposed to be exchanged for
said preferred stock by this agreement. (4.) That
said Company shall have power to issue common stock
to the amount of the present third mortgage bonds,
and accrued interest to the date of organization of the
new Company. (5.) That said Company shall not
create any debt unless the assent in writing of a
majority in interest of the owners or holders of all
shares of capital stock issued by said Company, and of
a majority in interest of all the holders or owners of
the first mortgage bonds, shall be first liad and
obtained, authorizing the same, and (6.) Such
other provisions and restrictions as in the
judgment of said trustees and attorneys may
be proper or expedient in order to carry into
effect, as well as to guard and protect the
respective interests of all parties to this agreement,
according to its true spirit and intent.
Fifth.—That said trustees and attorneys, hereafter
to be appointed as aforesaid, and their successors are
hereby authorized and empowered to purchase said
Railroad and corporate property at any sale thereof
which shall be hereafter made under any decree of
foreclosure of either of said mortgages. Such sale and
purchase to be made subject to all liens, rights, and
claims of the holders of any prior mortgage ; and that
the said Railroad and property so purchased, shall be
5
held subject to the conditions and agreements, and
upon the trusts herein contained and declared.
Sixth.—The undersigned hereby agree to surrender
the bonds, together with all coupons thereon, and the
other claims set opposite to their signatures hereto,
to said trustees or attorneys, whenever they shall be¬
come purchasers, as aforesaid, of said Railroad and
corporate property, and shall have duly organized a
new corporation under a general or special act of the
State of Illinois, as contemplated in section 4th of this
agreement.
Seventh.—And whenever said trustees or attorneys
shall be prepared to cause to be lawfully issued, in
the name of said new corporation, two thousand bonds
for $1,000 each, bearing an interest of seven per cent.,
payable in the city of New York, semi-annually, and
the principal redeemable in the year 1885 ; such bonds
to be secured by a valid first mortgage or deed of trust
upon the franchises, real and personal property, roll¬
ing stock, and effects of said new corporation, and to
embrace the entire corporate property and franchises
so to be purchased by said trustees or attorneys as
aforesaid, such of the undersigned as own or represent
owners of said existing first mortgage bonds, hereby
agree, that they will severally take and receive in
lieu and in payment of the principal sum of each and
all of said first mortgage bonds now held by them,
first mortgage bonds of said new corporation, at par ;
and for the interest which shall, up to and including the
first daj' of , 186 , accrue upon said
first mortgage bonds now held by them, they hereby
agree to take and receive full payment thereof in the
income bonds of said new corporation, at par, bearing
seven per cent, interest, payable semi-annually in the
city of New York, redeemable' in not less than fifteen
years from the date of their issue.
Eighth.—Such of the undersigned as own or repre¬
sent owners of said second mortgage bonds, hereby
agree to receive from said trustees, in lieu thereof, an
amount in the preferred shares of the capital stock of
said new corporation, at par, equal to the principal and
6
interest then due and unpaid, upon the said second
mortgage bonds. The said preferred shares to be en¬
titled to a dividend out of the net earnings of the new
Company, for each fiscal year, of not exceeding seven
per cent, before any dividend shall be paid upon the
common stock, and to share pro rata with the common
stock, in any dividend exceeding seven per cent, on
the whole stock of the Company. The whole amount
of preferred stock to be issued by the new com¬
pany shall not exceed the amount of the second
mortgage bonds and interest thereon, and such other
claims as are provided to be exchanged for preferred
stock by the present agreement. The holders of said
preferred stock shall be entitled to vote at all
stockholders' meetings and elections of the new Com¬
pany in the same manner as the common stockholders,
and shall have the same pro rata voice and rights in
the management of said new corporation as the common
stockholders. And it is hereby further agreed that the
City and Merchants' Banks, of New Haven, and the
New Haven County Bank, or their assigns—if they be¬
come parties to this agreement, upon a surrender by
them of a chattel mortgage, upon the rolling stock of
said Railroad, made to secure the payment of about
155,000, shall be entitled to receive in exchange there¬
for, an equal amount at par to said $55,000 and interest
thereon, in the preferred stock of the new Company
proposed to be formed. Provided, said Banks or their
assigns shall pay and advance to said Robb and
Congdon, receivers, like sums or percentages, in money,
upon said sum of $55,000, as is required of holders of
mortgage bonds under this agreement, and on the same
conditions.
Ninth.— Such of the undersigned as own or repre¬
sent owners of said third mortgage bonds, hereby
agree to receive from said trustees in lieu thereof, an
amount in common shares of the capital stock of said
new corporation, at par, equal to the principal, and
interest thereon ; and such of the undersigned as hold
or represent owners of said eight per cent, bonds
hereby agree to cancel the same, at the same time they
7
surrender their third or ten per cent, mortgage bonds
received back in lieu thereof, as aforesaid.
Tenth.—Sucli of the undersigned as hold or repre¬
sent detached mortgage coupons being a valid lieu on
the road and property, shall surrender the same to the
said trustees or attorneys, and receive in exchange
therefor :
For 1st mortgage coupons, an equal amount of
income bonds of the new corporation.
For 2d mortgage coupons, an equal amount of pre¬
ferred stock of the new corporation.
For 3d mortgage coupons, an equal amount of com¬
mon stock of the new corporation.
Upon condition, however, that they shall respect¬
ively pay and advance to said llobb and Congdon,
receivers, like sums, or percentages in money, upon
the amount of said coupons, as is required of the
holders of mortgage bonds under this agreement, and
on the same conditions.
Eleventh.—It is agreed by all the undersigned that
said Railroad and corporate property when purchased
in manner aforesaid, shall be held by said trustees or
attorneys in trust, for the exclusive benefit of the
undersigned. Should any funds be hereafter required
to purchase said road and property, it is hereby agreed
that only sucli of the subscribers as shall contribute to
said funds shall share in the profits and advantages
accruing from said purchase ; but all subscribers
hereto shall retain their rights acquired under the
seventh, eighth, ninth, and tenth heads or sections of
this agreement.
Iwelfth.—It is agreed by all the undersigned that
the time within which the above-described mortgage
bondholders, and others, can become parties to this
agreement shall be limited to and including the twen¬
tieth day of March, A. D. 18G0 ; and that notice shall
be given, by advertisement or otherwise, of the general
object or purpose of this agreement, and the time
within which bondholders can become parties thereto.
Thirteenth.—It is farther understood and agreed,
that either or all of the trustees or attorneys, ap-
8
pointed under this agreement, may resign tlieir trust
and position at any time, and in case of any resigna¬
tion or vacancy, caused by death or removal, or other
inability or incapacity to act, the survivors shall at
once call a meeting of the subscribers, for the purpose
of appointing new trustees or attorneys, to fill vacan¬
cies ; and a vote of two-thirds in interest of the sub¬
scribers hereto, shall be necessary to elect any new
trustee or attorney.
Fourteenth.—The said trustees or attorneys shall
keep a true record of all their acts and doings, under
this agreement, which shall, at all reasonable times, be
open to the inspection of any subscriber, or his legal
representatives, having one thousand dollars of claims.
Fifteenth.— Annual meetings of the subscribers hereto
shall be held in the city of New York, in the month of
December, in each year, which meetings shall.be called
by said trustees or attorneys, who shall specify the
time and place of holding the same ; and at such
meeting, or at any special meeting duly called, they
shall submit a full and specific statement of all their
acts and proceedings, under this agreement.
Sixteenth.—It is further understood and agreed, that
at any regular and special meeting of the subscribers,
duly called, at which a majority in interest (as the same
may be) of each class of bondholders or their assigns
or legal representatives shall be present and voting, in
the affirmative, it shall be competent for said meeting
to alter or modify this agreement, or any part thereof ;
and, therefore, this agreement shall have the same
effect in law and equity as if the said alterations or
modifications had been duly incorporated herein—but
no subscriber hereto, or his legal representatives, shall
become liable to pay any money (except at his option),
by anv such action, unless lie shall have voted therefor
or assented thereto.
Seventeenth.—It is hereby agreed by all the under¬
signed, that, in carrying out any of the provisions of
this agreement, said trustees or attorneys are hereby
authorized, in relation to all matters, exigencies, and
things not herein specifically provided for, to exercise
9
a liberal discretion in the premises ; and further, that
a 'majority of said trustees or attorneys shall have
power to act in all cases under this agreement.
IN WITESS WHEREOF, the undersigned
have hereunto subscribed their
names, and set opposite thereto the
number, amount, and kind of mort¬
gage bonds, and other claims held
by each of them.
NAMES.
NUMBER.
1st. : 2d. : 3d.
CLASS OF
SECURITY.
WHOLE
AMOUNT.
10
Alterations and modifications of this agreement made by
a majority of each class of bondholders, July
9th, 1862.
Resolved, That the agreement made the 10th day of
January, 1860, between the holders of the First,
Second, Third, and Eight per cent, mortgage bonds of
the Chicago and Mississippi Railroad Company, and
of other claims against the Chicago, Alton, and St.
Louis Railroad Company, be, and the same is hereby,
" altered and modified," in pursuance of the sixteenth
section of the said agreement, in the manner following,
viz. :
1st. The first mortgage provided by Article Fourth
of the said agreement shall be increased from two
millions—to which the same is therein limited—to the
amount of two millions and seven hundred thousand
dollars, for the purpose of satisfying the liens created by
the decree in Groo lees et al. vs. The Chicago, Alton, and
Si. Louis Railroad Company el al., in the Circuit Court
of the United States for the Northern District of Illi¬
nois, and for the purpose of settling the claims of
Brown Brothers & Company ; and six hundred thou¬
sand dollars of such increased issue shall be in prefer¬
ential bonds, with provisions for the application of
$72,000 per annum, for interest, and sinking fund for
the redemption of the said bonds.
2d. That the claims of Brown Brothers & Company
in respect to the coupons held by them, and of every
other name and nature, except their lien under the
said decree, be settled by the delivery to them of
bonds and stock of the issues provided in the said
agreement, as follows :
75,000 of First mortgage bonds,
25,000 Income,
50,000 Preferred stock,
50,000 Common stock ;
And that, upon such delivery, the said Brown
Brothers & Company assign to such parties as may be
designated for such purpose all the securities, claims,
11
and demands of tlie said firm against the Chicago,
Alton, and St. Louis Railroad Company.
3d. That the amounts advanced by the bondholders
to the receiver, and required by Article Second of said
agreement to be paid out of the first net earnings of
the road after paying the employees, be paid in the
preferential bonds ; or out of the proceeds of the sale,
of a sufficient number of said bonds above allowed, as
holders may elect ; and that R. T. Merrick, Esq., be
authorized, in behalf of the bondholders, to file a copy
of these Resolutions in the Circuit Court of the
United States for the Northern District of Illinois ;
and thereupon to obtain the proper certificate that the
lien created in favor of said bondholders on account of
said advances under said decree in said First Resolu¬
tion mentioned is satisfied and discharged.
Resolved, That the reorganization be consummated
under the act of February 18th, 1861, and that S. J.
Tilden, and R. T. Merrick, Esqs., be and they are
hereby requested to proceed forthwith to take the
necessary legal steps to perfect the title in the new
Corporation.
Resolved, That the Chairman of the Trustees be,
and he is hereby requested to call in the bonds of
the first and second mortgages, together with
the receiver's receipts for advanced money and hold
the same to purchase under any decree hereafter
directing the sale of said road, as may be deemed ex¬
pedient by the Counsel named in the foregoing resolu¬
tion, and that said chairman, upon receiving said
bonds, issue certificates therefor to the holders, accord¬
ing to the class to which the bonds so surrendered
may belong.
Resolved, That mortgage bond or coupon holders
of the Chicago, Alton, and St. Louis Railroad Com¬
pany who have not heretofore assented to our agree¬
ment, and loaned the Receiver 5 per cent., may be¬
come parties thereto on such terms and within such
time as shall be fixed by the trustees elected by us.
12
Alterations and modifications of this agreement made
by a majority of each class of bondholders, July 23d,
1862. ' '
Resolved, That for the purpose of enabling the trust¬
ees to carry iuto effect the resolutions adopted at the
meeting of July 9, 1862, and in order more clearly to
define their powers in certain respects, the agreement
made the 10th day of January, 1860, between the
holders of the First, Second, Third, and Eight per
cent. Mortgage Bonds of the Chicago and Mississippi
Railroad Company, and of other claims against the
Chicago, Alton, and St. Louis Railroad Company be,
and the same is hereby " altered and modified," in pur¬
suance of the sixteenth section of the said agreement
in the manner following, viz. :
1. The holders of bonds or coupons being parties to
this agreement, for the purpose of enabling the trust¬
ees to use the same in the purchase of the railroad at
any sale or sales thereof which may be made, shall
deposit such bonds and coupons, subject to the
order of the trustees, with such persons, at such time
and place as may be prescribed by the trustees ;
and, upon the delivery of the bonds and preferred and
common stock of the new corporation to be issued
in exchange therefor, shall assign the same to such
persons and in sucli manner as may be required by the
trustees for the better assuring of the title of the new
corporation.
2. The trustees shall have power to purchase the
railroad and other property in the names of such
persons as they shall deem most expedient; to cause
the same to be duly conveyed to the new corporation
to be organized under the act of February 18tli, 1861,
subject to such conditions, restrictions, and stipulations
as they may deem proper for the general objects of
this agreement ; to do all acts and things for the due
organization of the said corporation, and for investing
it with the title of the said railroad and property ; to
decide all questions which may arise in respect to the
form of the new securities or preferred or common
stock ; to declare in respect to any party to this agree-
13
ment who shall fail to comply with each and all the
conditions and provisions thereof, to be by him done
or kept, that such party is remitted to his rights to his
distributive share of the proceeds of sale, and that all
other and further rights which he might have by virtue
of this agreement have ceased ; whereupon such other
and further rights shall cease ; and generally to do all
acts and things fit to carry out the objects of this
agreement.
3. While any vacancies exist, the surviving or
continuing trustees may exercise the powers of the
whole number.
S. M. Blatchford,
Chairman.
N. A. cowdrey,
Secretary.
Alterations and modifications of this agreement, made
by a majority of each class of Bondholders, October
¿5th, 1862.
Resolved, That the agreement made the 10th day of
January, 1860, between the holders of the first, second,
third, and eight per cent, mortgage bonds of the
Chicago and Mississippi Railroad Company, and of
other claims against the Chicago, Alton and St. Louis
Railroad Company, be, and the same is hereby,
" altered and modified," in pursuance of the sixteenth
section of the said agreement, in the manner follow¬
ing, viz.:
1. The issue of preferred first mortgage bonds, pro¬
vided for in said agreement, shall be denominated
Preferred First Mortgage Sinking Fund Bonds, and
shall consist of six hundred bonds of one thousand
dollars each, bearing date on the first day of Novem¬
ber, 1862, and payable at the office or agency of the
company in the city of New York, on the first clay of
November, 1877, with interest thereon at the rate of
seven per centum per annum, payable semi-annually,
14
at the said office or agency. And the said bonds shall
be entitled to the benefits of the special preferred lien
to be created in their favor.
2. The issue of first mortgage bonds of the said
Chicago and Alton Railroad Company, provided for in
the said agreement, shall consist of two thousand and
one hundred bonds of one thousand dollars each, bear¬
ing date on the first day of November, 1862, and pay¬
able at the said office or agency of the company, in
the city of New York, on the first day of January,
1893, with interest from the first day of January, 1863,
at the rate of seven per centum per annum, payable
semi-annually at the said office or agency, with
provision in the deed or mortgage by which the said
bonds shall be secured for an increase of the said
issue to the aggregate amount of three
millions of dollars including the $600,000 of pre¬
ferred bonds ; such increase to be applied, or the
proceeds thereof applied to the improvement of the
road, its equipments, appurtenances, and other neces¬
sary purposes of the re-organization, under the ap¬
proval of the said trustees.
3. The issue of income bonds of the said Chicago
and Alton Railroad Company, provided for in the said
agreement, shall consist of bonds of
each, amounting in the aggregate to a
sum sufficient to comply with the provisions of the said
agreement, and bearing date on the first day of
November, 1862, payable at the office or agency of the
said company in the city of New York on the first day
of January, 1883, with interest thereon from the first
day of January, 1863, at the rate of seven per centum
per annum, payable semi-annually at the said office or
agency, on the first days of April and October in each
year.
4. That the amount of Common Stock to be issued
for the third mortgage bonds shall be computed at the
rate of interest provided in the bonds, up to January 1,
1863.
5. That the amount of Common Stock to be issued
for eight per cent, bonds be computed on the principal
15
of tlie said bonds, with interest at the rate provided in
the said bonds, up to January 1st, 1863.
6. That the expenses incurred under the bond¬
holders' agreement as modified and altered to carry
same out, and for the purposes of reorganization, shall
be paid by the Chicago and Alton Railroad Co., on
vouchers approved by the trustees.
7. That the trustees be authorized to redeem the
receiver's certificates at par, and interest at the
rate of ten per cent., until the time limited and
notification for payment, from the proceeds of the
preferred bonds, or to give preferred bonds for
such certificates, so far as can be done with bonds
of the denomination of $1,000, paying less sums
or fractions in cash, according to the discretion of
the trustees for the convenient execution of their
trusts.
8. That the trustees be authorized to make the ag¬
gregate issue of the Common Stock, the Preferred Stock,
and the income Bonds, each a round sum, such as will
be sufficient to meet the exigencies of the bondholders'
agreement, and to make any adjustments which the
trustees and the Chicago and Alton Railroad Company
shall agree to be necessary for the reorganization ; and
having fixed such aggregate amounts, to execute under
the signatures of a majority of the trustees, a certifi¬
cate of said amounts, and to file such certificate in the
office of the Secretary of State of the State of Illinois :
and that upon such filing the said certificate shall take
effect as a part of the bondholders' agreement, so far as
to operate as a limitation upon the aggregate issue of
such Common Stock, and Preferred Stock, and income
bonds, and upon the powers of the Chicago and Alton
Railroad Company, under its act of incorporation, in
the same manner as if such limitations had been ascer¬
tained and certified in the original agreement.
9. That the trustees may, in their discretion, cause
to be inserted in (lie deed of trust or mortgage, or
other instrument, whereby the payment of the first
mortgage bonds is to be secured, such lawful provis¬
ions as they shall de em expedient to secure the payment
16
of the income bonds, in the order of priority now estab¬
lished by the bondholders' agreement ; and to prevent
the Chicago and Alton Railroad Company from creating
or suffering to arise any lien against its railroad or prop¬
erty in priority to the payment of interest and principal
of the said income bonds, or of dividends upon the
Preferred Stock.
10. That in respect to any and all other things
not specifically and adequately provided for by
the bondholders' agreement as "altered and modi¬
fied," the trustees are hereby vested with full powers
and authorities for the complete execution of their
trust, in such manner as in their judgment shall be
necessary to such execution.
Resolved, That the agreement made the 10th day of
January, 1860, between the holders of the First,
Second, Third, and Eight per cent. Mortgage Bonds of
the Chicago and Mississippi Railroad Company, and of
other claims against the Chicago, Alton, and St. Louis
Railroad Company, be, and the same is hereby
" altered and modified " in pursuance of the sixteenth
section of the said agreement, in the manner following,
viz. :
Whereas, Samuel J. Tilden and Louis H. Meyer
have, at the request of the trustees under the said
agreement, as "altered and modified," purchased the
railroad, franchises, property, and things mentioned in
the said agreement, at a sale held at Joliet, in the
State of Illinois, on the 27th day of September, 1862,
under and pursuant to a decree of the Circuit Court of
the United States for the Northern District of Illinois,
in a cause therein depending, in which Septimus
Crookes and others are complainants, and the Chicago,
Alton, and St. Louis Railroad Company and others are
defendants ; and such sale to the said purchasers has
been duly confirmed by the said Court.
And whereas, the said Samuel J. Tilden and Louis
H. Meyer have been duly designated as the trustees
under the deed, whereby the First Mortgage Bonds to
be given as part of the consideration for the said rail -
17
road, franchises, property, and things, hy the Chicago
and Alton Railroad Company, are to be secured.
And whereas, the said Chicago and Alton Railroad
Company has been duly organized in conformity to
an act of the General Assembly of the State of Illi¬
nois, entitled " An Act to incorporate the Chicago and
Alton Railroad Company," approved February 18th,
1861.
And whereas, it is necessary for the purpose of com¬
pletely executing the trusts created in and by the said
bondholders' agreement, that a deed or deeds to the
said purchasers, trustees, and corporation, respect¬
ively, conveying all the right, title, and interest here¬
tofore acquired, or hereafter to be acquired, for or
upon the trusts created by the said bondholders' agree¬
ment, should be duly executed and delivered by the
trustees under the said agreement, whether original or
new, and all and every of such trustees, of, in, and to
the aforesaid railroad, franchises, property, and
things.
And whereas, the said original agreement provides
as follows :
Fifth.—That said trustees or attorneys hereafter to
be appointed as aforesaid, and their successors, are
hereby authorized and empowered to purchase said
railroad and corporate property, at any sale thereof
which shall be hereafter made under any decree of
foreclosure of either of said mortgages. Buch sale and
purchase to be made subject to all the liens, rights,
and claims of the holders of any prior mortgage ; and
that the said railroad and property so purchased, shall
be held subject to the conditions and agreements, and
upon the trusts herein contained and declared.
Sixteenth.—It is further understood and agreed,
that at any regular or special meeting of the sub¬
scribers, duly called, at which a majority in interest
(as the same may then be) of each class of bond¬
holders or their assigns or legal representatives,
shall be present and voting in the affirmative,
it shall be competent for said meeting to alter or
modify this agreement or any part thereof ; and there-
18
after this agreement shall liave the same effect in law
and equity as if the said alterations or modifications
had been duly incorporated herein—but 110 subscriber
hereto, or his legal representatives, shall become liable
to pay any money (except at Iiis option) by any such
action, unless lie shall have voted therefor or assented
thereto.
Seventeenth.—It is hereby agreed by all the under¬
signed that, in carrying out any of the provisions of
this agreement, said trustees or attorneys are hereby
authorized, in relation to all matters, exigencies, and
things, not herein specifically provided for, to exercise
a liberal discretion in the premises ; and further, that a
majority of said trustees or attorneys, shall have power
to act in all cases under this agreement.
And whereas, in and by a certain indenture, bearing
date the eighteenth day of September, A. D. 1861, duly
executed and delivered between James Robb of the
first part, and Charles Moran, Adrian Iselin, Septimus
Crookes, William Höge, Nathan Peck, and Ezra C.
Read of the second part, the said James Robb granted,
bargained, and sold unto the said parties of the second
part to the said indenture, all the railroad, franchises,
property, and things therein mentioned. In trust,
nevertheless, for the objects and purposes specified in
the agreement of January 10th, A. D. 1860.
Now, therefore, it is hereby agreed and declared, at
this special meeting of the subscribers to the said
agreement duly called in pursuance of the provisions
thereof, and at which a majority in interest of each
class of bondholders are now present, and by such
majority voting for this alteration and modification
of the said agreement, that the true intent,
meaning, and effect of the said agreement is, to
grant to and confer upon the majority of the trustees
under the said agreement, full power to act as well in
the execution and delivery of all conveyances and
other instruments which such majority may deem nec¬
essary for the complete execution of the trusts con¬
ferred upon the said trustees by the said agreement as
originally made, or as " altered and modified " ; and
19
that such conveyances, when duly executed by a ma¬
jority of such trustees, shall and will operate to divest
all right, title, and interest of all and every of the trust¬
ees who became parties to the said agreement, which
was acquired upon, or subject to, the trusts therein
declared.
And further resolved, that the said trustees under
the said bondholders' agreement for the purpose of
completely executing their trusts, are hereby instructed
to forthwith make and deliver, by a majority of them
and such others of them as may join therein, to Sam¬
uel J. Tilden and Louis H. Meyer, a release of all the
right, title, and interest of them, and of every of them,
in the property sold under the decree of the Circuit
Court of Macoupin county, Illinois, in a cause in which
John Earl Williams and George N. Titus were com¬
plainants, and James Brown and others were defend¬
ants.
Resolved, That William F. Havemeyer, Chairman,
and H. E. Taintor, Secretary of this meeting; be, and
they are hereby authorized to prepare a true copy of
the original agreement, made, had, and concluded on
the 10th day of January, 1860, in the city and State of
New York, by and between the bondholders of the
Chicago and Mississippi Bailroad Company, and the
Chicago, Alton, and St. Louis Bailroad Company ; and
of the alterations and modifications in such agreement,
made July, 9th, 1862, and made July 23d, 1862, and made
this 25th day of October, 1862, as such original and alter¬
ations and modifications are now to-day submitted for
verification and ratification, are hereby verified
and ratified ; and to certify the same under their
signatures, as constituting the said agreement of the
said bondholders, as altered and modified, and to file
or record the same in the office of the Secretary of
State of Illinois, in the manner required in the Act of
the General Assembly of the State of Illinois, entitled
An Act to incorporate the Chicago and Alton Bail-
road Company," approved February 18th, 1861.
20
(CERTIFICATE.)
We, William F. Havemeïer, Chairman, and H. F.
Taintor, Secretary, of the special meeting of the sub¬
scribers to the agreement hereinafter mentioned, held
at room number nine, number '25 William street, in the
city of New York, on the 25tli day of October, 1862,
hereby certify that the foregoing is a true copy of the
original agreement made, had, and concluded on the
10th day of January, 1860, in the city and State of
New York, by and between the Bondholders of the
Chicago and Mississippi Railroad Company, and the
Chicago, Alton, and St. Louis Railroad Company ; and
of the alterations and modifications in such agreement,
made July 9th, 1862, and made July '23d, 1862, and
made the 25th day of October, 1862, as such original,
and alterations and modifications were, on the said
25tli day of October, 1862, submitted for verification
and ratification, and were at the said meeting verified
and ratified ; and that the same constitutes the said
agreement of the said Bondholders as altered and mod¬
ified.
New York, October 31st, 1862.
(Signed) W. F. HAYEMEYER,
Chairman.
H. F. TAINTOR,
Secretary.
STATE OF NEW YORK, ) gs .
City and County of New York, \ k' "
Be it remembered, that on this first day of November,
in the year one thousand eight hundred and sixty-two,
before me, Charles Nettleton, a commissioner of the
State of Illinois, in and for the State and city of New
York, residing in said city of New York, duly com¬
missioned and sworn, and duly qualified under and by
virtue of the laws of the State of Illinois to take affi¬
davits to be used therein, personally appeared Win. F.
Havemeyer and H. F. Taintor, who severally sub¬
scribed the annexed certificate in my presence, and
2 L
each made solemn oatli before me that the same is
true.
In witness whereof, I have hereunto set my
hand and affixed my official seal at
(SEAL.) my office in said city of New York, 011
this 1st dav of November, A. D.
1862.
(Signed)
CHARLES NETTLETON,
Commissioner of the State of Illinois for
the city of New York.
ílftortgage.
SAMUEL J. TILDEN AND LOUIS H. MEYER
AND
CHICAGO AND ALTON RAILROAD COMPANY.
Dated November i, 1862.
22
THIS INDENTURE, made the first day of Novem¬
ber, in the year one thousand eight hundred and sixty-
two, between Samuel J. Tilden and Louis H. Meyeb,
of the city and State of New York, of the first part,
and the Chicago and Alton Railroad Company, a cor¬
poration of the State of Illinois, of the second part :
Whereas, the parties of the first part hereto became
the purchasers of the railroad, equipments, appur¬
tenances, and property hereinafter mentioned and de¬
scribed, at a sale thereof held at Joliet, in the State of
Illinois, on the 27th day of September, A. D. 1862,
under and pursuant to a decree of the Circuit Court of
the United States for the Northern District of
Illinois, in a cause in Chancery therein depending,
wherein Septimus Ckookes and others were complain¬
ants, and the Chicago, Alton and St. Louis Railroad
Company and others were defendants, which suit was
brought to enforce the rights of the holders of the first
and second mortgage bonds of the Chicago and Mis¬
sissippi Railroad Company, under the deeds of trust or
mortgage by which the same were respectively secured.
And whereas, on or about the 9th day of October,
1862, by a deed bearing date on that day, Azabiah C.
Flagg, David Hoadley, and John Earl Williams,
grantees in trust of the said first and second deeds of
trust or mortgage of the Chicago and Mississippi Rail¬
road Company, and special master commissioners, in
the said decree mentioned, by whom the aforesaid sale
had been made, granted, and conveyed to the said
parties of the first part hereto, all and singular the
said railroad, equipments, appurtenances, and property
purchased as aforesaid.
And whereas, the Chicago and Alton Railroad Com¬
pany is vested with the franchise to be a corporation
granted to the said Company by the State of Illinois,
and has become duly organized as a corporation, in
23
conformity to the provisions of said grant, with capac¬
ity in its corporate character to take, hold, and exercise
other franchises, and particularly with capacity to ac¬
quire, hold, maintain, and operate the continuous rail¬
road extending from its terminus in the city of Alton
and State of Illinois, to its terminus in Joliet, also in
the State of Illinois, and formerly known as the
Chicago and Mississippi Railroad, and afterwards as
the Chicago, Alton and St. Louis Railroad, and subse¬
quently as the St. Louis, Alton and Chicago Railroad,
together with its equipments and appurtenances.
And whereas, the said Company has agreed with the
parties of the first part, to purchase the aforesaid rail¬
road, equipments, appurtenances, and property, and,
in evidence of a portion of the purchase money thereof,
has made and delivered to the parties of the first part
an issue of its bonds, designated as Preferred First
Mortgage Sinking Fund Bonds, amounting in the ag¬
gregate to the sum of six hundred thousand dollars ;
all of which bonds bear date on the first day of No¬
vember, in the year one thousand eight hundred and
sixty-two ; are payable at the office or agency of the
said Company in the city of New York, on the first
day of November, in the year one thousand eight hun¬
dred and seventy-seven ; are redeemable in the manner
hereinafter specified ; bear interest from the first day
of November, 18(12, at the rate of seven per centum
per annum, payable semi-annually, at the said office
or agency, in the city of New York, on the first days of
May, and November in each year ; and are all of like
tenor, and in the form following :
No. $1,000.
UNITED STATES OF AMERICA,
State of Illinois.
Chicago and Alton Railroad Company.
Preferred First Mortgage Sinking Fond Bond.
Know all men by these presents, that the Chicago
and Alton Railroad Company, is indebted to Samuel
24
J. Tilden and Louis H. Meyer, of the city of New
York, or bearer, in the sum of one thousand dollars,
lawful money of the United States of America, which
the said Company promises to pay to the said Samuel
J. Tilden and Louis H. Meyer, or to the bearer hereof,
on the first day of November, in the year one thousand
eight hundred and seventy-seven, at the office or
agency of the said Company, in the city of New York,
with interest thereon from the first day of November,
1862, at the rate of seven per centum per annum, pay¬
able semi-annually, at the said office or agency in the
city of New York, on the first days of May and Novem¬
ber, in each year, on the presentation and surrender
of the annexed coupons as they severally become due ;
and in case of the non-payment of any half yearly in¬
stalment of interest which shall have become payable,
and shall have been demanded, if such default shall
continue for six months after the maturity of the said
instalment, the principal of this bond shall become
due in the manner, and with the effect provided in the
deed hereinafter mentioned. This bond is one of a
series amounting in the aggregate to six hundred
thousand dollars, and consisting of six hundred bonds,
numbered from 1 to 600, inclusive, each of which is
for $1,000, and all of which are of like tenor and date,
and the payment of which is secured by the trusts and
powers created in hand by a deed bearing date the
first day of November, 1862, duly executed and de¬
livered between Samuel J. Tilden and Louis H. Meyer,
and the Chicago and Alton Railroad Company, and
conveying the Chicago and Alton Railroad, and the
equipments, appurtenances, franchises, and things
therein described.
The holder of this bond is entitled to the benefits of
the special preferred lien, created by the said deed,
upon all the property and things therein embraced, and
also to the benefits of the Sinking Fund by the said
deed provided ; and this bond is redeemable by such
Sinking Fund in the manner in the said deed declared.
The person appearing on the Voting Bond Register
of the said Company as the holder of this bond, at the
25
time of any meeting of the stockholders of the said
Company, will be entitled to one vote at such meeting.
The right to vote upon this bond is transferable-upon
the written order of the person last registered as its
holder, or on tire production of the bond by the holder.
It is agreed by the said Company with each suc¬
cessive holder of this bond that, in case of any default
in the payment thereof, the said Company will waive,
and hereby waives, the benefit of any extension, stay
or appraisement laws now existing, or which may here¬
after exist.
This bond shall pass by delivery, or by transfer on
the books of the Company in the city of New York,
and at any other place which the Company may
determine.
After a registration of ownership, certified hereon
by the transfer agent of the Company, no transfer,
except upon the books of the Company, shall be valid,
unless the last transfer be to bearer, which shall re¬
store transferability by delivery. But this bond shall
continue subject to successive registrations and trans¬
fers to bearer as aforesaid, at the option of each holder.
This bond shall not become obligatory until it shall
have been authenticated by a certificate endorsed
hereon, and duly signed by the trustees.
In witness wheueof, the said Company has caused
its corporate seal to be hereto affixed, and the same
to be attested by the signatures of its President and
Secretary, and has also caused the coupons hereto an¬
nexed, to be signed by its Secretary, on this first day
of November, in the year one thousand eight hundred
and sixty-two.
President.
Secretary.
And whereas, the said Company lias also, in like
evidence of a portion of the consideration for the said
railroad, equipments, appurtenances and property made
and delivered to the parties of the first part, a f urther
26
issue of its bonds, designated as First Mortgage Bonds,
amounting in the aggregate to the sum of two millions
and one hundred thousand dollars, and consisting of
two thousand and one hundred bonds, numbered con¬
secutively from 1 to 2,100 inclusively, each for one
thousand dollars, with provision, as hereinafter made,
for an increase of the said issue to the aggregate amount
of $2,400,000 ; all of which bonds bear date on the
first day of November, in the year one thousand eight
hundred and sixty-two ; are payable on the first day
of January, in the year one thousand eight hundred
and ninety-three, at the office or agency of the said
Company in the city of New York ; bear interest from
the first day of January, in the year one thousand eight
hundred and sixty-three, at the rate of seven per
centum per annum, payable semi-annually, on the first
days of January and July in each year, at the office or
agency of the said Company, in the city of New York,
and are all of like tenor and in the form following :
No. $1,000.
UNITED STATES OF AMEBICA.
State of Illinois.
Chicago and Alton Railroad Company.
First Mortgage Bond.
Know all men by these presents, that the Chicago
and Alton Railroad Company is indebted to Samuel J.
Tilden and Louis H. Meyer, of the city of New York,
or bearer, in the sum of one thousand dollars, lawful
money of the United States of America, which the said
Company promises to pay to the said Samuel J. Tilden
and Louis H. Meyer, or to the bearer hereof, on the
first day of January, in the year one thousand eight
hundred and ninety-three, at the office or agency of the
said Company, in the city of New York, with interest
thereon, from the first day of January, 1863, at the rate
of seven per centum per annum, payable semi-annually,
at the said office or agency in the city of New York, on
the first days of January and July in each year, on the
27
presentation and surrender of the annexed coupons as
they severally become due ; and in case of the non¬
payment of any half-yearly installment of interest,
which shall have become payable, and shall have been
demanded, if such default shall continue for six months
after the maturity of the said installment, the principal
of this bond shall become due in the manner and with
the effect provided in the deed hereinafter mentioned.
This bond is one of a series, consisting of two thou¬
sand and one hundred bonds, each for $1,000, which
are numbered from 1 to 2,100 inclusive, which series
may be enlarged to an aggregate not exceeding
$2,400,000, by the issue of three hundred bonds, each
for $1,000, numbered consecutively from 2,101 to 2,400,
as provided in the deed hereinafter mentioned ; the in¬
terest on which bonds is payable on the first days of
January and July, in each year ; and all of which
bonds are of the same tenor and date ; and the pay¬
ment of wdiich is secured by the trusts and powers
created in and by a deed bearing date the first day
of November, in the year 1862, duly executed
and delivered between Samuel J. Tilden and Louis
H. Meyer, and the Chicago and Alton Railroad
Company, and conveying the Chicago and Alton Rail¬
road, and the equipments, appirrtenances, fran¬
chises, and things therein described ; subject, however,
to the prior lien created by the said deed in favor of
$600,000 of Preferred First Mortgage Sinking Fund
Bonds of said Company.
The person appearing on the Yoting Bond Register
of the said Company, as the holder of this bond, at
the time of any meeting of the stockholders of the said
Company, will be entitled to one vote at such meeting.
The right to vote upon this bond is transferable, upon
the written order of the person last registered as its
holder, or on the production of the bond by the holder.
It is agreed by the said Company with each successive
holder of this bond, that in case of any default in the
payment thereof, the said Company will waive, and
hereby waives, the benefit of any extension, stay, or
28
appraisement laws now existing, or which may here¬
after exist.
This bond shall pass by delivery or by transfer on
the books of the Company, in the city of New York,
and at any other place which the Company may de¬
termine.
After a registration of ownership certified hereon by
the transfer agent of the Company, no transfer, ex¬
cept upon the books of the Company, shall be valid,
unless the last transfer be to bearer which shall re¬
store transferability by delivery. But this bond shall
continue subject to successive registrations and trans¬
fers to bearer, as aforesaid, at the option of each holder.
This bond shall not become obligatory until it shall
have been authenticated by a certificate endorsed
hereon and duly signed by the trustees.
In witness whereof, the said Company has caused its
corporate seal to be hereto affixed, and the same to be
attested by the signatures of its President and Secre¬
tary, and has also caused the coupons hereto annexed
to be signed by its Secretary, on this first day of
November, in the year one thousand eight hundred and
sixty-two.
President.
Secretary.
And whereas, the said Company lias also, in like
evidence of a portion of the consideration for the said
railroad, equipments, appurtenances and property,
made and delivered to the parties of the first part, a
further issue of its bonds, designated as Income Bonds,
amounting, in the aggregate, to the sum of one million
and one hundred thousand dollars, and consisting of
one thousand five hundred bonds, numbered consecu¬
tively from 1 to 1500 inclusively ; of which bonds
seven hundred, numbered from 1 to 700, inclusively,
are each for 81,000 ; and eight hundred, numbered
from 701 to 1500 inclusively, are each for $500 ; all of
which bonds bear date on the first day of November,
29
in the year one thousand eight hundred and sixty-two ;
are payable on the first day of January, in the year
one thousand eight hundred and eighty-three, at the
office or agency of the said Company in the city of
New York; bear interest from the first day of January,
in the year one thousand eight hundred and sixty-
three, at the rate of seven per centum per annum,
payable semi-annually on the first days of April and
October in each year, at the said office or agency ; and
are all of like tenor and in the form following :
" No. UNITED STATES OF AMERICA. $
State of Illinois.
Chicago and Alton Railroad Company
Income Bond.
Know all men by these presents, that the Chicago
and Alton Railroad Company is indebted to Samuel J.
Tilden, and Louis H. Meyer, of the city of New York,
or bearer in the sum of dollars,
lawful money of the United States of America, which
the said Company promises to pay to the said Samuel J.
Tilden, and Louis H. Meyer, or to the bearer hereof, on
the first day of January, in the year one thousand eight
hundred and eighty-three, at the office or agency of the
said Company in the city of New York, with interest
thereon, from the first day of January, 1863, at the rate
of seven per centum per annum, payable semi-annually,
at the said office or agency in the city of New York, on
the first days of April and October, in each year, on
the presentation and surrender of the annexed coupons
as they severally become due.
This bond is one of an issue of one thousand and
five hundred bonds, of which seven hundred, numbered
from 1 to 700, inclusive, are each for $1,000, and eight
hundred, numbered from 701 to 1,500, inclusive, are
each for $500, and which amount in the aggregate to
one million and one hundred thousand dollars, and the
interest on which is payable on the first days of April
30
and October in each year ; all of which bonds are of
like tenor and date.
The person appearing on the Voting Bond Register
of the said company as the holder of this bond, at the
time of any meeting of the stockholders of the said
company, will be entitled to one vote at such meeting.
The right to vote upon this bond is transferable upon
the written order of the person last registered as its
holder, or on the production of the bond by the holder.
It is agreed by the said company with each successive
holder of this bond, that in case of any default in the
payment thereof, the said company will waive, and
hereby waives the benefit of any extension, stay, or
appraisement laws now existing or which may hereafter
exist.
This bond shall pass by delivery, or by transfer on
the books of the company, in the city of New York,
and at any other place which the company may de¬
termine.
After a registration of ownership, certified hereon
by the transfer agent of the company, no transfer, ex¬
cept upon the books of the company, shall be valid,
unless the last transfer be to bearer, which shall re¬
store transferability by delivery. But this bond shall
continue subject to successive registrations and trans¬
fers to bearer as aforesaid, at the option of each
holder.
This bond shall not become obligatory until it shall
have been authenticated by a certificate endorsed
hereon and duly signed by the trustees.
In witness whereof, the said company has caused its
corporate seal to be hereto affixed, and the same to be
attested by the signatures of its President and Secre¬
tar}', and has also caused the coupons hereto annexed
to be signed by its Secretary, on this first day of
November, in the year one thousand eight hundred and
sixty-two.
President.
Secretary.
31
Now, therefore, /his indenture witnesseth : That the
said parties of the first part hereto, for and in con¬
sideration of the premises, and of the sum of one dol¬
lar to them in hand duly paid, at or before the ensealing
and delivery of these presents, the receipt whereof is
hereby acknowledged, have granted, bargained and
sold, and do by these presents grant, bargain, sell
and convey unto the said party of the second
part, and its assigns, all and singular the
continuous railroad, extending from its terminus
in the city of Alton and State of Illinois, to its ter¬
minus in Joliet, also in the state of Illinois, and
formerly known as the Chicago and Mississippi Rail¬
road, and afterwards as The Chicago, Alton and St.
Louis Railroad, and subsequently as The St. Louis,
Alton and Chicago Railroad together with all its
equipments, appurtenances and franchises ; including
all "the railways, ways, rights of way, depot grounds,
and other lands ; all tracks, bridges, viaducts, culverts,
fences, and other structures ; all depots, station-houses,
engine-houses, car-houses, freight houses, wood-houses,
and other buildings ; and all machine shops, and other
shops ; held or acquired for use in connection with the
said railroad or the business thereof ; and including,
also, all locomotives, tenders, cars, and other rolling
stock or equipments ; and all machinery, tools, imple¬
ments, fuel and materials, for the constructing, oper¬
ating, repairing or replacing the said railroad, or any
part thereof, or any of its equipments or appurte¬
nances ; and including, also, all franchises connected
with or relating to the said railroad, or the construc¬
tion, maintenance, or use thereof ; being the same rail¬
road, equipments, appurtenances, and property which
were conveyed to the parties of the first part hereto by
the aforesaid deed from Azariah C. Flagg, David
Hoadley and John Earl Williams, grantees in trust,
and Special Master Commissioners, as in said deed men¬
tioned : subject nevertheless, to the payment of the
principal and interest of and upon all and every of the
bonds aforesaid, issued or to be issued, as such princi¬
pal and interest, respectively, shall become due,
32
according to the tenor of such bonds, and of the cou¬
pons thereto belonging, respectively; and subject, also,
to alb and every of the provisos, conditions, limitations,
trusts, powers, covenants, agreements and provisions,
reserved or contained in this indenture, or granted, de¬
clared, or created thereby, and to the due performance,
operation and execution thereof, according to the true
intent and meaning of these presents : Provided, always,
and these presents are upon condition, that if the said
party of the second part, or its assigns, shall not well
and truly pay, or cause to be paid, the principal and
interest of and upon all and every of the bonds afore¬
said, issued or to be issued, when such principal and
interest, respectively, shall become due and be de¬
manded, according to the tenor of such bonds and
coupons, respectively, or shall not duly observe, keep
and perform all and every of the covenants and agree¬
ments in this indenture mentioned, contained or ex¬
pressed, to be by the said party of the second part ob¬
served, kept or performed, that then, and in either of
such cases, and immediately from thenceforth, all the
use, estate, right title and interest of the said party of
the second part of, in and to the railroad, equipments,
appurtenances and property aforesaid, and every part
thereof, shall absolutely cease, determine and become
utterly void. And if it shall so happen that the said
party of the second part, or its successors or assigns,
shall make default in the payment of the principal or
interest of or upon anj' of the bonds aforesaid, issued
or to be issued, or shall not duly observe, keep and
perform all and every of the covenants and agreements
hereinafter contained, or expressed, to be by the said
party of the second part observed, kept or performed,
then, and in either of such cases, the parties to these
presents, in consideration of the premises, and in
order to secure the payment of the bonds aforesaid,
with all interest to accrue thereon, grant, and con¬
vey the railroad, equipments and appurtenances,
and property aforesaid, unto such person or per¬
sons, now in being, as may then be trustee or
trustees of or for the holders of the bonds aforesaid,
33
under the trusts, by these presents declared or
created, and from thenceforth the premises aforesaid,
and every part thereof, shall be held to the use of such
trustees, upon and subject to the trusts and powers
herein reserved, declared or created; and, provided
further, and it is the true intent and meaning of these
presents that nothing herein contained shall be con¬
strued to express or imply any covenant of title by the
parties of the first part, or either of them, but that this
instrument shall operate to convey, subject as afore¬
said, in behalf of the said parties, all the estates and
interests in the railroad, equipments, appurtenances,
and property aforesaid, which the said parties of the
first part, or either of them, may hold, by virtue of the
conveyances aforesaid, and which the said parties,
each for himself, and not one for the other, can law¬
fully convev', and no more.
Together with all and singular the tenements, hered¬
itaments and appurtenances thereunto belonging, or in
anywise appertaining, and the reversions, remainders,
tolls, incomes, 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, of the said parties of the first part, of, in,
and to the same, and any and every part thereof, with
the appurtenances.
To have and to hold the said railroad, equipments,
appurtenances and property, ¡¡abject to the payment of
the principal and interest of and upon all and every of
the bonds aforesaid, issued or to be issued, as such
principal and interest, respectively, shall become due,
according to the tenor of the said bonds, issued or to
be issued, and of the coupons thereto belonging,
respectively, and subject also to all and every of the
provisos, conditions, limitations, trusts, powers, cove¬
nants, agreements and provisions, reserved and con¬
tained in this indenture, or granted, declared or
created thereby, and to the due performance,
operation and execution thereof, according to the true
intent and meaning of these presents,—to the only
proper use, benefit, and behoof of the said party of the
34
second part, its successors and assigns, so long as the
said party of the second part, its successors or assigns,
shall well and truly pay, or cause to be paid, the prin¬
cipal and interest of and upon all and every of the
bonds aforesaid, issued or to be issued, according to
the tenor of the said bonds, and of the coupons thereto
belonging, respectively, and shall well and truly ob¬
serve, keep, and perform, all and every of the covenants
and agreements in this indenture contained, to be by
them observed, kept or performed, according to the
true intent and meaning of these presents, and until
default shall have been made therein ; and upon the
happening of any default in respect to such payment,
or in respect to the covenants and agreements afore¬
said, or any of them, then, and from thenceforth, to
have and to hold, to the only proper use, benefit and
behoof, of such person or persons, now in being, as
may then be trustees as aforesaid ; but nevertheless
subject to and upon the trusts and powers hereinafter
expressed, to wit :
Article First.—In case, first, default shall be made
in the payment of any interest on any of the aforesaid
Preferred First Mortgage Sinking Fund Bonds, ac¬
cording to the tenor thereof, or of the coupons thereto
annexed, or in the payment of any principal of any of
the said bonds, when the same shall become due, and
if any such default shall continue for the period of
three months ; or, secondly, in case of default in any
payment herein required to be made into the Sinking
Fund provided by these presents, and if such default
shall continue for the period of three months ; or,
thirdly, in case default shall be made in the
payment of any interest on any of the
aforesaid First Mortgage Bonds, issued, or to
be issued, according to the tenor thereof, or
of the coupons thereto annexed, or in the payment
of any principal of any of the said bonds when the
same shall become due, and if any such default shall
continue for the period of six mouths ; or, fourthly, in
case of default in any requirement hereof to be done
35
oi- kept by the said Chicago & Alton Railroad Com¬
pany, and if any such default shall continue for the
period of six months, then, and in either of such cases,
the said Samuel J. Tilden and Louis H. Meyer, or the
survivor of them, or their or his successors in the trusts
created or declared by this indenture, personally, or
by their or his attorneys or agents, may, or, upon re¬
quisition as hereinafter provided, shall enter into and
upon all and singular the premises hereby conveyed,
or intended so to be, and each and every part thereof,
and have, hold, and use the same, operating by their
or his superintendents, managers, receivers, or servants
or other attorneys or agents, the said railroad, and
conducting the business thereof, and exercising the
franchises pertaining thereto, and making, from time
to time, all repairs, and replacements, and such useful
alterations, additions, and improvements thereto, as
may seem to them or him to be judicious ; and collect¬
ing and receiving all tolls, freights, incomes, rents,
issues, and profits of the same, and of every part
thereof ; and after deducting the expenses of operat¬
ing the said railroad, and conducting its business, and
of all the said repairs, replacements, alterations, addi¬
tions and improvements, and all payments which may
be made for taxes, assessments, charges, or liens prior
to the lien of these presents, upon the said premises,
or any part thereof, as well as just compensation for
their or his own services, and for the services of such
attorneys and counsel as may have been by them or
him employed, apply the moneys arising as aforesaid,
to the payment of interest on such of the bonds secured
hereby as are designated as Preferred First Mort¬
gage Sinking Fund Bonds, in the order in which
such interest shall have become, or shall become due,
rateably, to the persons holding the coupons evidencing
the right to such interest, and thereafter to the pay¬
ments required to be made into the Sinking Fund
herein provided, and thereafter to the payment of in¬
terest on such of the bonds secured hereby as are desig¬
nated as First Mortgage Bonds, in the order in which
such interest shall have become, or shall become due,
rateably, to the persons holding the coupons evidencing
36
the right to such interest, and thereafter to the pay¬
ment of interest on such of the bonds secured hereby
as are designated as Income Bonds, in the order in
which such interest shall have become, or shall become
due, rateably, to the persons holding the coupons
evidencing the right to such interest ; and after paying
all interest which shall have become due, apply the
surplus to the purchase in open market of the afore¬
said Preferred First Mortgage Sinking Fund Bonds
which may be at that time unpaid; and after satisfac¬
tion thereof, apply the surplus to the like purchase of
the said First Mortgage Bonds, which may be at that
time unpaid ; and after satisfaction thereof, apply the
surplus to the like purchase of the said Income Bonds
which may be at that time unpaid ; and if, after satis¬
faction thereof, a surplus shall still remain, pay over
such surplus to the said Company, or render the same
as any court of competent jurisdiction may order.
Article Second.—In case any default shall be made
as hereinbefore defined, and shall continue as
hereinbefore specified, then, and in any such
case, the said Samuel J. Tilden and Louis H.
Meyer, or the survivor of them, or their or his
successor or successors in the trust created or declared
by this indenture, may, or, upon requisition as herein¬
after provided, shall, after entry as aforesaid, or
other entry, or without entry, personally, or by their
or his attorneys or ageuts, sell and dispose "of all
and singular the premises hereby conveyed or intended
so to be, at public auction, in the city of New York, or
at such place within the State of Illinois as the said
trustees, or the survivor of them may designate, and at
such time as they or he may appoint, having first
given notice of the place and the time of such sale by
advertisement, published not less than three times a
week for six weeks, in one or more newspapers in each
of the cities of New York, Alton, and Chicago ; or to
adjourn the said sale, from time to time, in their or his
discretion, -and if so adjourning, to make the same
without further notice, at the time and place, to which
37
the same may be so adjourned, and to make such sale
subject to the lien created by these presents in favor
of such of the aforesaid bonds as are herein designated
as Preferred First Mortgage Sinking Fund Bonds, or
discharged of such lien, and to make and deliver to the
purchaser or purchasers thereof, good and sufficient
deed or deeds in the law for the same in fee simple,
and make the said deed or deeds subject to the said
lien or otherwise ; which sale made as aforesaid, and
whether subject to the said lien or otherwise, shall be
a perpetual bar both in law and equity, against the
parties to these presents, and all other persons law¬
fully claiming or to claim the said premises, or any
part thereof, by, from, through, or under them, or any
or either of them, and after deducting from the pro¬
ceeds of such sale, just allowances for all expenses
thereof, including, attorneys and counsel fees, and all
other expenses, advances, or liabilities which may
have been made or incurred by the said trustees, in
operating or maintaining the said railroad, or in
managing its business, while in their or his posses¬
sion, and in arranging for and completing the sale
thereof, and all payments which may have been
made by them or him for taxes or assessments, and
for charges and liens prior to the lien of these
presents, on the said premises,, or any part thereof,
as well as compensation for their or his own
services, apply the said proceeds in the manner follow¬
ing:
If the said sale shall have been made subject to the
lien created by this indenture in favor of such of the
aforesaid bonds as are designated as Preferred First
Mortgage Sinking Fund Bonds,—to the payment of the
principal of such of the aforesaid First Mortgage
Bonds as may be at that time unpaid, whether or not
the same shall have previously become due, and the in¬
terest which shall at that time have accrued on the
said principal, and be unpaid, without discrimination
or preference, but rateably to the aggregate amount of
such unpaid principal and accrued and unpaid interest ;
and if, after the satisfaction thereof, a surplus of the
38
said proceeds shall remain, apply the said surplus to
the payment of such of the aforesaid Income Bonds as
may be at that time unpaid, whether or not the same
shall have previously become due, and of the interest
which shall at that time have accrued on the said prin¬
cipal and be unpaid ; and if, after the satisfaction
thereof, a surplus shall remain, apply such surplus to
reimburse the principal of the preferred stock of the
said Chicago and Alton Railroad Company, rateably
to the holders thereof, except so far as the holders of
the said preferred stock shall have consented in the
manner herein provided, to the creation of liens in
priority to the said preferred stock ; and if after reim¬
bursing the same a surplus shall remain, pay over such
surplus to the said company, or render the same as any
court of competent jurisdiction may order.
If the said sale shall have been made, so as to dis¬
charge the prior lien created by these presents in favor
of such of the aforesaid bonds, as are herein designated
as Preferred First Mortgage Sinking Fund Bonds, the
said trustees shall apply the said proceeds
to the payment of the principal of such
of the aforesaid Preferred First Mortgage Sinking
Fund Bonds, as may be at that time unpaid, whether
or not the same shall have previously become due, and
of the interest which shall, at that time, have accrued
on the said principal and be unpaid, without discrimi¬
nation or preference, but rateably to the aggregate
amount of such unpaid principal, and accrued and un¬
paid interest ; and if, after the satisfaction thereof, a
surplus of the said proceeds shall remain, apply the
said surplus to the payment of the principal of such of
the aforesaid First Mortgage Bonds as m ay'be at that
time unpaid, whether or not the same shall have pre¬
viously become due, and of the interest which shall at
that time have accrued on the said principal and be
unpaid, without discrimination or preference, but rate¬
ably, to the aggregate amount of such unpaid principal,
and accrued and unpaid interest ; and if after the satis¬
faction thereof, a surplus of the said proceeds shall re¬
main, apply the said surplus to the payment of the
39
principal of such of the aforesaid Income Bonds, as
may be at that time unpaid, whether or not the same
shall have previously become due, and of the interest
which shall at that time have accrued on the said
principal, as herein provided, and be unpaid, without
discrimination or preference, but rateably to the aggre¬
gate amount of such unpaid principal, and accrued and
unpaid interest ; and if, after the satisfaction thereof,
a surplus shall still remain, apply such surplus to re¬
fund the principal of the aforesaid preferred stock,
rateably to the holders thereof, except so far as the
holder of the said preferred stock shall have consented,
in the manner herein provided, to the creations of liens
in priority to the said preferred stock ; and if, after
reimbursing the same, a surplus shall remain, pay over
said surplus to the said Company, or render the same
as any court of competent jurisdiction may order.
And it is hereby declared that the payments of inter¬
est provided as aforesaid shall be made to the persons
holding the coupons representing such interest.
And it is hereby declared that the receipt or receipts
of the said trustees shall be a sufficient discharge to
the purchaser or purchasers of the premises for his or
their purchase money, and that such purchaser or pur¬
chasers, his or their heirs, executors or administrators,
shall not after payment thereof, and having such re¬
ceipts, be liable to see to its being applied upon or for
the trusts and purposes of these presents, or in any
manner however be answerable for any loss, misappli¬
cation or non-application of such purchase money, or
any part thereof, or be obliged to inquire into the
necessity, expediency or authority of or for any such
sale.
Article Thier.—At any sale of the aforesaid prop¬
erty, or any part thereof, made to enforce any lien
created by these presents pursuant to the power here¬
in granted, or by judicial authority, if such sale be in
discharge of the lien created by these presents in favor
of the bonds herein designated as Preferred First Mort¬
gage Sinking Fund Bonds, the trustees may bid for
40
and purchase, or cause to be bidden for and purchased,
the property so sold, in behalf of all the holders of the
said Preferred Bonds, then outstanding, in the pro¬
portion of the respective interests of such holders ;
or if such sale be subject to the aforesaid lien,
the trastees may bid for and purchase, or cause to
be bidden for and purchased, the property so
sold, in behalf of all the holders of the bonds
herein designated as First Mortgage Bonds, . then
outstanding in the proportion of the respective in¬
terests of such holders ; •provided, that if all the
property hereby conveyed be sold as afore¬
said, the price at which the purchase herein
authorized may be made, shall not exceed the whole
amount of the bonds then outstanding, with the
interest accrued thereon, in behalf of which the
said purchase shall be made ; and if but a portion of
said property shall be sold, such price shall be, in the
judgment of the trustees, reasonable.
Article Fourth. In case default shall be made, in
the payment of any half year's interest, on any of the
aforesaid Preferred First Mortgage Sinking Fund
Bonds, at the time and in the manner, in the coupon
issued therewith provided, the said coupon having
been presented, and the payment of the interest therein
specified having been demanded ; and if such default
shall continue for the period of six months after the
said coupon shall have become due and payable, then
and thereupon, the principal of all the said Preferred
Bonds, shall, at the election of the trustees, become
immediately due and payable, unless such interest be
advanced or paid to the trustees as provided in these
presents ; but a majority in interest of the holders of
the said bonds, may in writing, or by vote of a meeting
duly held before the interest in arrear shall be paid,
instruct the trustees to declare the said principal to be
due, or to waive the right so to declare, on such terms
and conditions as such majority shall deem proper, or
may annul or reverse the election of the trustees : pro¬
vided, that no action of the trustees or bondholders
41
sliall extend to, or be taken to affect any subsequent
default, or to impair the rights resulting therefrom.
And in case default shall be made in the payment of
interest upon the First Mortgage Bonds, and by reason
of such default, a sale of the premises hereby con¬
veyed shall be had, or in case a sale of said premises
shall be liad by reason of a default in respect to the
payment of interest or principal of the said Preferred
Bonds, or in case a sale of the said premises shall be
had by reason of any other default, then, and in either
of such cases, the principal of all the First Mortgage
Bonds secured hereby, and then outstanding, shall be
deemed and taken to be due and payable at the time
of such sale.
Article Fifth.—On or before every first day of Feb¬
ruary and August in each year, beginning on the first
day of August, 1863, until the principal of the bonds
herein designated as Preferred First Mortgage Sinking
Fund Bonds, shall be fully redeemed, the said Com¬
pany shall pay to the trustees a sum which, with the
semi-annual instalment of interest upon the said Pre¬
ferred Bonds then outstanding, falling due on the next
interest day, shall make thirty-six thousand dollars, as
a Sinking Fund for the redemption of the said preferred
bonds. The moneys so paid to the trustees shall be
deposited in some depository in the city of New York,
which shall, in the judgment of the trustees, be safe,
and shall be from time to time applied by the trustees
to the redemption of the said preferred bonds in the
manner following :
The trustees shall designate by lot so many of the
bonds as they may have money to pay ; and shall give
notice of the numbers designated, personally, to any
owner or holder of bonds so designated known to
them, and by advertisement in one or more daily news¬
papers in the city of New York, once a week, until the
date of the next interest payment, if any owner or
holder of such bonds be unknown to them ; and on
presentation and delivery of any such bonds, shall
apply the money so received by them to the payment
42
thereof. And all future interest on any of the bonds
so designated, not presented and delivered on or be¬
fore the date of the said next interest payment, shall
cease from and after such date ; and the Company
shall be no longer liable for the said interest. The
trustees shall, without unreasonable delay, cancel the
bonds so redeemed by them, and return such bonds to
the Company ; and the trustees and the Com¬
pany shall keep separate registries of all
the bonds so redeemed or so designated
for redemption ; and the registry of the
Company shall be at all reasonable times open to the
inspection of each of the bondholders and stockholders
of the Company ; and the numbers and amounts of the
bonds so redeemed, or designated for redemption, shall
be reported by the Company in each annual statement
made to the stockholders ; and the canceled bonds
shall, on the request of the meeting of the stockholders,
be produced and exhibited.
Article Sixth.—The Chicago and Alton Iiailroad
Company may increase the issue of First Mortgage
Bonds hereinbefore mentioned to an amount not ex¬
ceeding in the aggregate two millions and four hun¬
dred thousand dollars, by the execution of three hun¬
dred bonds of one thousand dollars each, numbered
consecutively from 2101 to 2400, inclusively ; and may
sell or dispose of the same and apply the proceeds
thereof to the replacement or improvement of the said
railroad, equipments and appurtenances, and to such
other purposes as the parties of the first part shall, in
writing, approve ; but such application shall be made
in such general manner as the said parties of the first
part shall, in writing, approve, and not otherwise.
Article Seventh.—In case the Chicago and Alton
Railroad Company shall, in pursuance of Section
Eleven of its Charter, by and with the written consent
of a majority of its stockholders, acquire au extension
of its road from its terminus at Joliet to some point in
the city of Chicago, by purchase, by construction, or
43
otherwise ; and shall raise means therefor, by its bonds
secured by a lien upon the said extension, the lien upon
such extension whereby the said bonds shall be se¬
cured, and the lien created by these presents,
whereby the bonds herein designated as First
Mortgage Bonds are secured, may be consolidated,
so that both of the said classes of bonds
shall be secured by the same lien upon the en¬
tire line of road from Alton to Chicago, and that
all the trusts, powers, and provisions of these presents
shall apply to both of the said classes of bonds in the
same manner and with the same effect as if they had
originally constituted but one issue ; provided, that
such consolidation shall not take place without the
written consent of the holders of a majority in interest
of the said bonds designated herein as First Mortgage
Bonds.
Article Eighth. The trustees shall have full power
in their discretion, upon the written request of the
Chicago and Alton Railroad Company, to convey, by
way of release or otherwise, to the persons designated
by the said Company, any lands acquired or held for
the purposes of stations, depots, shops, or other build¬
ings ; and shall also have power to convey as afore¬
said, on like request, any lands or property which, in
the judgment of the trustees, shall not be necessary for
use in connection with the said railroad, or which may
have been held for a supply of fuel, gravel, or other
material ; and also to convey as aforesaid, on like re¬
quest, any lands not occupied by the track, which may
become disused by reason of a change of the location of
any station-house, depot, shop, or other building, con¬
nected with the said railroad, and such lands occupied
by the track and adjacent to such station-house, depot,
shop, or other buildings, as the said Company may
deem it expedient to disuse or abandon by reason of
such change ; and to consent to any such change, and
to such other changes in the location of the track, or
depot, or other buildings, as in their judgment shall
have become expedient; and to make and deliver the
44
conveyances necessary to carry the same into effect ;
but any lands which may be acquired for permanent
use, in substitution for any so released, shall be
conveyed to the trustees, upon the trusts of
these presents ; and the proceeds of all lands re¬
leased as aforesaid, which shall not be applied
in purchase . of others in substitution, shall
be paid over to the trustees, to be by tliem applied to
the purchase of bonds of the said Company, in open
market ; and the trustees shall also have full power to
allow the said Company, from time to time, to dispose
of, according to their discretion, such portions of the
equipments, machinery, and implements, at any time
held or acquired for the use of the said railroad, as
may have become unfit for such use, replacing the
same by new, which shall be conveyed to the trustees,
or be otherwise made subject to the provisos, condi¬
tions, limitations, trusts, powers, covenants, agree¬
ments, and provisions, reserved or contained in this
indenture, or granted, declared, or created thereby.
Aeticle Ninth.—The Chicago and Alton Railroad
Company shall not at any time create Preferred Capital
Stock-beyond the amount of the original issue, and
shall not reissue any part of the said amount which
may be at any time cancelled, nor any equivalent to the
part so cancelled, unless three-fourths in interest of
the holders thereof, shall have expressly consented in
writing to such creation or re-issue ; and shall not at
any time create Common Capital Stock, beyond the
amount originally issued, nor re-issue any part of
such amount which may be at any time cancelled,
nor any equivalent to the part so cancelled, unless
three-fourths in interest of the holders thereof shall
have expressly consented thereto in writing : and shall
not at any time execute or deliver any deed of trust or
mortgage, creating a lien upon the property hereinbe¬
fore described, in priority to the rights of the holders
of the said Preferred Capital Stock, unless three-
fourths iu interest of the holders of the,said Preferred
Capital Stock shall have expressly consented thereto in
45
writing ; and the net earnings, of the said property,
subject to the payment of interest and principal,
including payments to the sinking fund, of the
bonds hereinbefore recited and described, is hereby de¬
clared and agreed to be inviolably pledged to the pay¬
ment of dividends on the said Preferred Stock, in pri¬
ority to any deed of trust or mortgage, and any other
lien which may be created by the said company or
which may by them be suffered to arise, unless such
deed or lieu shall have been consented to by the hold¬
ers, of the said Preferred Stock as aforesaid ;
Provided, nevertheless, that the restrictions upon the
amount of the Preferred and Common Stock shall not
apply to any issue of either, which may be made for
the purposes of acquiring by purchase, construction,
or otherwise, an extension from Joliet to Chicago of
the railroad of the said Company.
Article Tenth. The said Chicago and Alton Rail¬
road Company, shall at all times hereafter keep a book
at its office or agency in the City of New York, which
shall serve as a Voting Register of the First Mortgage
Bondholders. The registry therein contained of the
two classes of First Mortgage Bonds secured by these
presents, shall be kept separately. Any holder of any
of the said bonds shall be entitled to have his name
and address, and the class, and denomination, and
number of every of the said bonds held by him, en¬
tered in such registry, on presenting at the aforesaid
office or agency, a written statement of the said par¬
ticulars, signed by himself, and, duly verifying his
title thereto, by producing the bonds ; or upon filing
with the company the written order of the person last
registered as the holder ; or by verifying such title in
such other mode as may be prescribed by the regula¬
tions for such verification. The trustees may, in the
first instance, prescribe the said regulations relative to
said voting registry, subject to the power,
hereby declared, of the bondholders of each
class, acting by a majority in interest, to adopt,
alter, or repeal, from time to time, the said regulations,
46
ami generally to establish such as may seem to them
expedient. Such registration shall authenticate the
right of the holder of every bond so registered, to vote
ou the said bond, as provided therein, at every general
and special meeting of the stockholders of the said
company ; and shall also entitle the said holder to the
same notice of such meetings as shall be given to the
stockholders, and also to notice, in such mode and form
as may be fixed by regulations prescribed or estab¬
lished as aforesaid, of all meetings of his class of the
First Mortgage Bondholders. The trustees, and each
of them, shall at all times have free access to such
book of registry, and shall from time to time, and at all
times, on the request in writing of either of them, be
furnished with a copy thereof by the said company ;
and shall have the right to require, at their option, that
any act or resolution of the said bondholders, of either
class, affecting their duties or the interest of the trust
hereby created, shall he authenticated by the signa¬
tures of all the persons assenting thereto, as well as by
a minute of the proceedings of the meeting. Meetings
of either or both of the said classes of the First Mort¬
gage Bondholders may be called by the Trustees, or in
such other mode as may be fixed by regulations pre¬
scribed or established as aforesaid, and the bond¬
holders may vote thereat in person or by proxy ; and
the quorum may be defined and such other regulations
or by-laws in respect to such meetings may be from
time to time established, altered, or repealed by the
bondholders of each class, acting by the majority in
interest, as to them shall seem expedient ; and until
the bondholders shall act, such powers may be tem¬
porarily exercised by the trustees.
Article Eleventh. It is hereby declared and agreed,
that it shall be the duty of the trustees to exercise the
power of entry hereby granted, or the power of sale
hereby granted, or both, or to proceed by suit or suits
in equity or at law to enforce the rights of the bond¬
holders, in the several cases of default herein specified,
in the manner and subject to the qualifications herein
47
expressed, upon the requisition of bondholders herein
required, as follows :
1. If the default be as to interest or principal of
any of the Preferred First Mortgage Bonds, or as to
any payment into the Sinking Fund established by
these presents, upon a requisition in writing, signed by
a holder or holders of any fifty of the said bonds, and
a proper indemnification by the said holders to the
trustees, against the costs and expenses to be by tliem
incurred, it shall be the duty of the trustees to enforce
the rights of the bondholders under these presents by
entry, sale, or suit or suits in equity or at law, as they,
being advised by counsel learned in the law, shall deem
most expedient for the interest of all the holders of the
said bonds ; subject to the power hereby declared of a
majority in interest of the holders of the said bonds,
by a requisition in writing, or by a vote at a meeting
duly held, to instruct the said trustees to waive such
default, upon the actual payment of the interest in
arrear, with interest thereon, and the expenses incurred
by reason thereof ; or upon adequate indemnity as
aforesaid, to enforce the rights of the bondholders by
reason of such default ; provided that no action of the
said trustees or bondholders, or both, in waiving such
default or otherwise shall extend to, or be taken to
affect any subsequent default, or to impair the rights
resulting therefrom.
2. If the default be as to interest or principal of any
of the First Mortgage Bonds, upon a requisition in
writing, signed by holders of not less than one hundred
thousand dollars in amount of the said bonds, and on
proper indemnification as aforesaid, the duty of the
trustee shall be tlie same as in the preceding subdivis¬
ion of this article is declared for the contingencies
therein mentioned, and subject to a like authority on
the part of the holders of a majority in interest of the
First Mortgage Bonds.
3. If the default be in the application of the net
earnings of the said railroad, as such net earnings are
herein defined, to the payment of interest or principal
of the aforesaid bonds, herein designated as Income
48
Bonds, the trustees may, and upon a requisition in
writing, signed by the holders of a majority in interest
of the said Income Bonds, and proper indemnification
by the persons so signing against the costs and ex¬
penses to be by them incurred, it shall be their duty
to proceed by suit or suits in equity or at law to enforce
the rights of the holders of the said Income Bonds,
and, in the discretion of the trustees, to apply in such
suit or suits for the appointment of a Beceiyer, as
aforesaid.
And it is hereby declared and agreed that the words
" net earnings," as used in these presents, shall be con¬
strued to mean such surplus of the earnings of the said
railroad as shall remain after paying all the expenses
of operating the said railroad, and carrying on its
business, including all taxes, and assessments, and pay¬
ments, on incumbrances prior in lien to these presents,
upon the property hereby conveyed, or any part
thereof, and all expenses of repairing or replacing the
said railroad, its equipment and appurtenances, or any
part thereof.
4. If the default be in issuing an excess of Preferred
or Common Stock, or in making or delivering any deed
of trust or mortgage, in violation of Article Ninth of
these presents, the trustees may, and on the requisition
of any holder of bonds of either class, or of any holder
of such Preferred Stock, it shall be their duty, on
proper indemnification as aforesaid bv the persons
making such requisition, to proceed by suit or suits in
equity, to restrain or enjoin the said Company from
such violation, or to obtain such other equitable
remedy or relief in respect thereto, as being advised
by counsel learned in the law, the trustees shall deem
to be most expedient.
5. If the default be in the omission of any act or
thing required by these presents for the further assur¬
ing the title of the trustees to any property or fran¬
chises now possessed or hereafter acquired, or in the
omission to comply with each and all the provisions of
these presents, to be observed, performed or kept by
the said Company, then and in either of such cases,
49
tlie trustees may, in their discretion, or upon the
requisition as aforesaid of a majority in amount of the
holders of each class of the bonds secured by these
presents, it shall be their duty to enforce the rights
of the bondholders bv reason of such default, subject
to the power hereby declared, of a majority in interest
of t-lie holders of each class of the said bonds, by
requisition in writing, or by a vote at a meeting duly
held, to instruct the said trustees to waive such de¬
fault, or, upon adequate indemnity as aforesaid, to en¬
force the rights of the bondholders by reason thereof ;
provided that no action of the said trustees or bond¬
holders, or both, iu waiving such default, or otherwise,
shall extend to or be taken to affect any subsequent
default, or to impair the rights resulting therefrom.
ti. If the default be as to interest ou the First Mort¬
gage Bonds, but there be no default in respect to inter¬
est or principal of tlie Preferred First Mortgage Bonds,
then, and in that case, or if at any time not less than
thirty days before the time notified for the sale of the
premises, hereby conveyed, the payments so in default
in respect to the Freferred First Mortgage Bonds shall
be advanced or paid to the trustees, under the written
authority or sanction of holders of a majority in amount
of the First Mortgage Bonds, or of a resolution adopted
at a meeting, duly held, of such holders, or if the de¬
fault be other than those specified in the First clause
of this Article, then, and in either of such cases, the
sale of the premises aforesaid shall be made subject to
the prior lien created by these presents in favor of the
Preferred First Mortgage Bonds, and if the sale be
made, subject as aforesaid, and if, by reason of the de¬
fault in the payment of interest on the said Preferred
First Mortgage Bonds, the principal thereof would have
become due, the provision of these presents, whereby
the said bonds would become due, shall be suspended
by tlie trustees until another default shall happen.
Article Twelfth. It is mutually agreed, by and be¬
tween tlie parties hereto, that the word " trustees," as
used in these presents, shall be construed to mean the
50
trust™ s for the time being, whether both or either be
original or new ; and whenever a vacancy shall exist,
to mean the surviving or continuing trustee ; and such
trustee shall, during such vacancy, be competent
to exercise all the powers by these presents reserved
or granted to the parties of the first part. And it is
mutually agreed by and between the parties hereto,
that neither of the said trustees shall be in any manner
responsible for any default or misconduct of the other ;
that the said trustees shall be entitled to just compen¬
sation for all services which they may hereafter render
in their trust, to he paid by the said Company, or out
of the income of the property ; and for that purpose
may at any time apply to the Courts without notice to
any person but the said Chicago and Alton Railroad
Company ; that either of said trustees, or any successor,
may resign and discharge himself of the trust created by
these presents, by notice in writing to the said Com¬
pany, and to the existing trustee, if there be such,
three months before such resignation shall take effect,
or such shorter time as they may accept as adequate
notice, and upon the due execution of the conveyances
hereinafter required ; that the said trustees, or either
of them, may be removed by a vote of a majority in in¬
terest of the holders of each class of the aforesaid
bonds, the said vote being had at meetings duly held
of each class of the said bondholders, and attested by
an instrument under the hands of the persons so vot¬
ing ; that in case at any time hereafter, either of the
said trustees, or any trustee hereafter appointed, shall
die, or resign, or be removed as herein provided, or by
a court of competent jurisdiction, or shall become in¬
capable or unlit to act in the said trust, a successor to
such trustee shall be appointed by the surviving
or continuing trustee, with the consent of the holders
for the time being of a majority in interest of each
class of the said bonds, then outstanding, or the con¬
sent at meetings duly held, of the holders of each class
of the said bonds ; and the trustee so appointed, with
the trustee so surviving or continuing, shall thereupon
become vested with all the powers, authorities, and
51
estates, reserved by, granted to, or conferred upon the
parties of the first part, by these presents, and all the
rights and interests requisite to enable them to execute
the purposes of this trust, without any further assur¬
ance or conveyance, so far as sucli effect may be law¬
ful ; but the surviving or continuing trustee shall
immediately execute all such conveyances and other
instruments as may be fit or expedient for the purpose
of assuring the legal estate in the premises, jointly
with himself, to the trustee so appointed ; and
upon the death, resignation, or removal of any
trustee, or any appointment in his place in pursu¬
ance of these presents, all his powers and authorities
by virtue hereof shall cease ; and all the
estate, right, title and interest in the said premises, of
any trustee so dying, resigning, or being removed,
shall, if there be a co-trustee surviving or continning
in office, wholly cease and determine ; but the said
trustee, so resigning or being removed, shall, on the
written request of the new trustee who may be ap¬
pointed, immediately execute a deed or deeds of. con¬
veyance to vest in such new trustee, jointly with the
continuing trustee, and upon the trusts herein ex¬
pressed, all the property, rights and franchises, which
may be at that time held upon the said trusts.
Provided, nevertheless, and it is hereby declared and
agreed, that in case it shall at any time hereafter prove
impracticable, after resasonable exertions, to appoint,
in the manner hereinbefore provided, a successor in
any vacancy which may have happened in said trust,
application, in behalf of all the holders of the bonds
secured hereby, may be made by the surviving or con¬
tinuing trustee ; or, if the trust be wholly vacant, by
holders of the bonds secured hereby to the aggregate
amount of one hundred thousand dollars, to any Circuit
Court of the United States, or to any other court of
competent jurisdiction, for any Judical District in
which any part of the aforesaid railroad may be situate,
for the appointment of a new trustee or new trustees.
And this indenture farther wilnesseth : That the said
52
party of tlie second part, for and in consideration of
the premises, and for the purpose of securing the
payment of the principal and interest of and upon
the bonds aforesaid, issued or to issue, according to
the tenor of the said and of the bonds, coupons thereto
belonging, respectively, has given, granted and con¬
firmed, and does by these presents give, grant and con¬
firm unto the said parties of the first part hereto,
as joint tenants and not as tenants in common, and to
the survivor of them, his heirs and assigns, all and
singular the franchises, rights and privileges granted
to, vested in, or conferred upon the said party of the
second part by a certain act of the Legislature of the
State of Illinois, entitled, " An Act to Incorporate the
Chicago and Alton Railroad Company," approved,
February 18th, 1861; and all other property and
things of whatsoever name or nature it, the said party
of the second part, may at any time or times hereafter
acquire for use upon or in connection with the said
railroad, its equipments or appurtenances, or any part
thereof. Provided, nevertheless, and upon condition,
that this grant shall not take effect unless the party of
the second part shall at some time hereafter make de¬
fault in the payment of principal or interest of or
upon some one of the bonds aforesaid, or fail, or omit,
to observe, keep and perform some of the matters or
things which by these presents it is required, or which
it hereby covenants or agrees, to observe, keep or per¬
form.
To have and to hold to the said parties of the first
part, as joint tenants and not as tenants in common,
and to the survivor of them, his heirs and assigns, to
their and his only proper use, benefit and behoof, but
upon and subject to the trusts and powers by this in¬
denture granted, reserved, created or declared.
And the said Samuel J. Tilden and Louis H. Meyer,
the parties of the first part hereto, do by these pres¬
ents, for themselves, their heirs, executors, adminis¬
trators, and assigns, acknowledge, testify, and declare,
that they, the said parties of the first part, purchased
the railroad, equipments, appurtenances, and property
53
aforesaid, in trust, to reserve, grant, declare, and create
the trusts, powers, conditions, and limitations herein¬
before reserved, granted, declared, and created, for the
purpose of securing the payment of the principal
and interest of and upon the bonds aforesaid,
and the rights of such persons as might became
holders thereof ; and to convey the railroad and
property so purchased, subject to the payment of the
principal and interest of, and upon, all and every op
the bonds aforesaid, issued or to be issued as afore¬
said, as such principal and interest respectively shall
become due, according to the tenor of the said bonds,
issued or to be issued, and of the coupons thereto, be¬
longing respectively ; and subject also to all and every
of the provisos, conditions, limitations, trusts, powers,
covenants, agreements, and provisions, reserved or
contained in this indenture, or granted, declared, or
created thereby, and to the due performance, operation,
and execution thereof as aforesaid ; and the said par¬
ties of the first part further acknowledge, testify, and
declare, that they are now the trustees of and for the
persons who are, and may hereafter be holders of, or
entitled to the bonds aforesaid ; and that in case the
said party of the second part, or its assigns, shall make
default as aforesaid, they, the said parties of the first
part, and the survivor of them, shall and will in equity
and good conscience be bound, and it shall and will be
their and his duty to hold the railroad, property, fran¬
chises, and things aforesaid, subject to and upon the
trusts aforesaid, and to exercise the powers
herein reserved, granted, or contained, at the times, in
the manner, and upon the contingencies aforesaid :
provided, however, that nothing herein contained shall
be construed to prevent them, or either of them, from
resigning and discharging themselves or himself from
the trusts aforesaid, in the manner hereinbefore
specified.
And the said party of the second part, for itself and
its successors, in consideration of the premises and of
one dollar to it in hand paid by the said parties of the
first part to these presents, the receipt whereof is hereby
54
acknowledged, hereby covenants and agrees to and with
the said parties of the first part to these presents, and the
survivor of them, and the persons who shall or may be
trustees for the time being under or by virtue of these
presents, that it, the said party of the second part, and
its successors shall and will at all times hereafter per¬
form and keep all and every the conditions, covenants,
agreements and provisions herein contained, to be by
the said party of the second part observed, performed
or kept ; and that if any default shall be made in the
covenants, agreements, or provisions herein contained,
or in any or either of them, a decree for specific per¬
formance may be obtained, and pending the applica¬
tion therefor one or more receivers shall, in the dis¬
cretion of the trustees, be appointed, and such other or
further equitable relief may be had as shall be proper
and adequate in the premises.
And the said party of the second part, for itself and
its successors, in consideration of the premises, and of
one dollar to it duly paid by the said parties of the
first part, the receipt whereof is hereby acknowledged,
further covenants and agrees to and with the said
parties of the first part, and the survivor of them, and
the executors, administrators, and assigns of such sur¬
vivor, that whenever, and as often as the said party of
the second part, or its successors, shall hereafter
acquire any lands, or any equipment, or any other
property or things, ' of whatever name or nature, for
use in connection with the railroad hereinbefore men¬
tioned, or any part thereof, or of any of its equipments
or appurtenances, or shall acquire any franchises, in¬
cluding any franchise to be a corporation, which may
be hereafter granted to the said company, the said
party of the second part and its successors shall and
will acquire, possess, and hold the same, and each and
every thereof, upon and subject to the trusts and
powers by these presents reserved, granted, de¬
clared, or created, until conveyances thereof,
in pursuance of the covenant next hereinafter
contained,, shall be duly made and delivered to said
trustees.
55
And the said party of the second part, for itself, and
its successors, in consideration of the premises, and of
one dollar to it duly paid by the said parties of the
first part, the receipt whereof is hereby acknowledged,
hereby further covenants and agrees to and with the
said parties of the first part, and the survivor of tliern,
and the executors, administrators and assigns of such
survivor, that the said party of the second part and its
successors shall and will, from time to time, and at all
times hereafter, and as often as thereunto requested by
the trustees, or by the surviving or continuing trustee,
or their or his successors or successor, execute, deliver,
and acknowledge all such further deeds, conveyances,
and assurances in the law, for the better assuring unto
the said trustees, or to the surviving or continuing
trustee, or their or his successors or successor, the
railroad, its equipments and appurtenances, hereinbe¬
fore mentioned or intended so to be, and all other
property and things whatsoever which may be here¬
after acquired for use in connection with the same, or
any part thereof, and all franchises now held or here¬
after acquired, including any franchise to be a corpora¬
tion, as by the said trustees, or by the surviving or con¬
tinuing trustee, or their or his successor, or by their or
his counsel learned in the law, shall be reasonably
advised, devised, or required.
And the said party of the second part, for itself and
its sircessors, in consideration of the premises, coven¬
ants, and agrees to and/with the parties of the first part,
and the survivor of them, and to and with their
and his successors and successor in the trust
hereby created or declared that it, the said
party of the second part, and its successors,
shall and will, at all times hereafter, keep
open an office or agency in the city of New York ; for
the payment of the principal and iuterest of and upon
the bonds hereinbefore recited and described, as the
same shall become payable ; for the transfer of the
capital stock of the said Company, preferred and com¬
mon ; and for the transfer and voting registration of
the bonds ; and that any and every default in the due
56
performance of this covenant shall be deemed and
taken to be a waiver of jnescmhnent and demand of
payment of all and every of the bonds and coupons
aforesaid, which may become payable during the con¬
tinuance of such default.
In witness whereof, the parties of the first part have
hereunto set their hands and seals, and the said party
of the second part has caused its common and cor¬
porate seal to be hereto affixed, and the same to be
attested by the signatures of its President and Secre¬
tary, the day and year first above written.
Sam'l J. Tilden, [ seal.J
Louis H. Meyeií. [seal.]
Signed, sealed and delivered ^
in presence of ^
John Rankin, Jr.,
M, L. Drummond.
State of New York, ?
City and County of New York, <¡
Be it remembered that on this day of
February, in the year one thousand eight hundred and
sixty-three, before me, the subscriber Charles Net-
tleton, a Notary Public for the State of New York,
residing in the city of New York, duly commissioned
and sworn, personally appeared in said city of New
York, Samuel J. Tilden, and Louis H. Meyer, whose
signatures appear to the foregoing deed, and who are
personally known to me to be the real and same persons
described in and who executed the foreging indenture,
and whose names are subscribed to said deed, as having
executed the same, and severally acknowledged the
same to be their free act and deed, and that they exe¬
cuted the same.
In witness whereof, I have hereunto set my
hand, and affixed my official seal,
the day and year aforesaid.
57
State of New York, } _
City and County of New York, kh' '
I, Henry W. Genet, Clerk of the City and County
of New York, and also Clerk of tlie Supreme Court,
for the said city and county, the same being a Court
of Record, do hereby certify, that Charles Nettleton,
whose name is subscribed to tlie certificate of the
proof or acknowledgment of the foregoing instrument,
and thereon written, was, at the time of taking such
proof or acknowledgment, a Notary Public in and for
the State of New York, dwelling in the said city, com¬
missioned and sworn, and duly authorized to take the
same. And further, that I am well acquainted with
the handwriting of such Notary Public, and verily be¬
lieve that the signature to the said certificate of proof
or acknowledgment is genuine. / further certify, that
said instrument is executed and achioiuledged according
to the Laws of tlie State of New York.
In testimony whereof, I have hereunto set
my hand, and affixed the seal of the
said Court and County, the
day of 1862.,
Clerk.
3 5556
042 154708
r131651
113148 J