MARYLAND AND WASHINGTON DIVISION. 
 
 FIVE PER CENT. FIRST MORTGAGE. 
 
 of ox* IiTox*t0U0C* 
 
 Norfolk anb Western Hailroab Company 
 
 mnj»MWWi | »MBW»ri* |, wn>Tr- 
 
 ®I)C mercantile QLxmt Cotnpang. 
 
 Dated December 15th , 1890 . 
 
 Allen, Lane & Scott, Printers, Philadelphia. 
 
<SI)i9 indenture, Made the fifteenth day of December, 
 A. D. one thousand eight hundred and ninety, between the 
 Norfolk anti iXkstern Kailroah Compano, of the first part, 
 and ®l)c Jllcrccwtilc &ntst (Comp anj}, a corporation organized 
 under the laws of the State of New York, of the second 
 part : 
 
 lX)l)creas 1 The Shenandoah Valley Railroad Company was 
 incorporated under an act of the General Assembly of Vir- 
 ginia, entitled “An act to incorporate The Shenandoah Valley 
 Railroad Company ,” passed February 23d, 1867, and under the 
 authority of said act and other legislation of the State of Vir- 
 Qy ginia supplemental and in addition thereto, and under an act 
 ^ of the Legislature of the State of West Virginia, entitled “ A?i 
 act to anthorize The Shenandoah Valley Railroad Company to 
 construct their road through the State of West Virginia to 
 the Potomac River ; and to authorize the Board of Supervise 
 ors of Jefferson County to submit to a vote of the people , at a 
 special election , the question of a subscription to the capital 
 stock of the said company passed February 25th, 1870, and 
 N other acts supplemental and in addition thereto, and under 
 an act of the State of Maryland, approved April 4th, 1870, 
 and another act supplemental thereto, The Shenandoah Val- 
 ley Railroad Company constructed and equipped, owned and 
 operated a railroad beginning at a point at or near Hagers- 
 town in Washington County, in the State of Maryland, and 
 extending thence through Washington County, in the State 
 'X*^of Maryland, to a point on the Potomac River at or near 
 - - Shepherdstown, in the State of W est Virginia ; thence 
 v through Jefferson County, in the State of West Virginia, and 
 through the Counties of Clarke, Warren, Page, Rockingham 
 and Augusta, in the State of Virginia, to a point of intersec- 
 tion with the Chesapeake and Ohio Railroad at or near 
 Waynesboro, and crossing said railroad and extending thence 
 through the counties of Augusta, Rockbridge, Botetourt 
 
 % 
 
 § 
 
2 
 
 and Roanoke, in said State, to a point of intersection with 
 the Norfolk and Western Railroad at or near Roanoke, with 
 certain branches therefrom, making together about two hun- 
 dred and fifty-five and one-half miles of single-track railroad ; 
 
 Anft iUljcrcas, Under and by virtue of certain statutes of 
 the States of Virginia and West Virginia in such case made 
 and provided, the Shenandoah Valley Railway Company 
 was created a corporation and was named in a certain deed 
 of conveyance to it from the Fidelity Insurance, Trust and 
 Safe Deposit Company, trustee, and A. Moore, Jr., special 
 commissioner, dated the twenty-ninth day of November, 1890, 
 and duly recorded, and succeeded to and became the owner 
 of the said line of railroad of The Shenandoah Valley 
 Railroad Company, together with all branches, sidings and 
 other appurtenances of the said line of railroad, with the 
 tolls, incomes, rents, issues and profits thereof, and all real 
 estate, rights of way, easements, fixtures, rolling stock, ma- 
 chinery, tools and equipments, and all other personal prop- 
 erty thereto belonging, and all property, real, personal and 
 mixed, and all corporate powers and franchises belonging or 
 appertaining to the said The Shenandoah Valley Railroad 
 Company ; 
 
 Anh iUI)ercas, The Washington and Western Railroad Com- 
 pany was incorporated under an act of the General Assembly 
 of Virginia, approved December 20th, 1889, entitled “An 
 act to incorporate the Washington and Western Railroad Com- 
 pany ,” with authority and power to locate, construct, equip 
 and operate a railroad commencing at a point on or near the 
 Potomac River, opposite to or in the vicinity of Washington, 
 District of Columbia, running thence to a point in Virginia on 
 the line of The Shenandoah Valley Railroad Company, to be 
 thereafter determined by the stockholders and directors of the 
 Washington and Western Railroad Company, with the right 
 to extend the same to the West Virginia State line by such 
 route as might be deemed most advisable by the directors of 
 said company; 
 
3 
 
 iDI)erccts, By articles of consolidation and merger, 
 dated the second day of December, 1890, between the said 
 Washington and Western Railroad Company and the said 
 Shenandoah Valley Railway Company, duly authorized, exe- 
 cuted, acknowledged and delivered, the capital stock, prop- 
 erty, rights, franchises and privileges of the Washington 
 and Western Railroad Company were consolidated with and 
 merged into the capital stock, property, rights, franchises and 
 privileges of the Shenandoah Valley Railway Company, as 
 will more fully and at large appear by reference to a copy of 
 said articles of consolidation and merger filed in the office of 
 the Board of Public Works of Virginia on the ninth day of 
 December, 1890; 
 
 Sltlfc iUljercas, The said Shenandoah Valley Railway 
 Company, in exercise of the powers in that behalf possessed 
 by it under the laws of the States of Virginia, West Virginia, 
 and Maryland, and in accordance with the resolutions duly 
 adopted by its stockholders and its board of directors, at 
 meetings of the said stockholders and board of directors duly 
 and regularly called and held, by deed dated the fifteenth 
 day of December, 1890, and intended forthwith to be re- 
 corded, has sold and conveyed to the Norfolk and West- 
 ern Railroad Company all its railroads, property, franchises, 
 rights, powers and privileges, including the capital stock, 
 property, rights, franchises and privileges of the Wash- 
 ington and Western Railroad Company, consolidated and 
 merged with and into it, and the Norfolk and Western Rail- 
 road Company, in exercise of the powers in that behalf pos- 
 sessed by it, and in accordance with resolutions duly adopted 
 by its stockholders and board of directors, at meetings of the 
 stockholders and board of directors duly and regularly called 
 and held, has purchased the railroad, property, franchises, 
 rights, powers and privileges of the Shenandoah Valley Rail- 
 way Company ; 
 
 tt)l)crcas, The deed executed by the said Shenandoah 
 Valley Railway Company to the said Norfolk and Western 
 Railroad Company of the said railroad, property, franchises, 
 
4 
 
 rights, powers and privileges formerly of The Shenandoah 
 Valley Railroad Company together with the capital stock, 
 property, rights, franchises and privileges of the Wash- 
 ington and Western Railroad Company, consolidated and 
 merged with and unto it, bears even date herewith, but was 
 executed and delivered prior to the execution and delivery 
 hereof ; and it was made one of the terms, conditions and 
 considerations thereof, as will appear by reference thereto, 
 that the Norfolk and Western Railroad Company should, 
 contemporaneously with the execution and delivery of the said 
 deed of conveyance create an issue of bonds to the amount 
 of ten million dollars, bearing interest at the rate of five 
 per cent, per annum, from January ist, 1891, and matur- 
 ing January ist, 1941, to be known as its Maryland and 
 Washington Division — First Mortgage Five Per Cent. Gold 
 Bonds , and should execute, under the same date as the date 
 •of the said deed of conveyance, to secure said bonds, a deed 
 of trust or mortgage to The Mercantile Trust Company of 
 New York, as trustee, of and upon all the railroad, prop- 
 erty and franchises acquired by the Norfolk and Western 
 Railroad Company under said deed of conveyance from 
 the said Shenandoah Valley Railway Company, and of and 
 oipon any extension of said railroad to Washington, D. C., 
 and any terminals in the District of Columbia and any ex- 
 tensions, short branches and improvements that might be 
 thereafter acquired with the proceeds of any of said bonds, 
 and that the said deed of trust or mortgage should be, to 
 secure said bonds issued and to be issued under the same, a 
 first lien and charge prior to all other liens and charges upon 
 said premises, so that the said mortgage should be, and 
 for all purposes have the same effect and be entitled to the 
 same equities as a purchase-money mortgage to secure the 
 price agreed to be paid for the property conveyed — of which 
 bonds seven million five hundred thousand dollars were to be 
 issued and delivered to the purchasing committee hereinafter 
 mentioned which has constituted the said Shenandoah Valley 
 Railway Company as one of the considerations for the said con- 
 veyance, and the remainder, two million five hundred thousand 
 dollars, were to be set apart, used and applied in the manner 
 
hereinafter set forth, to provide for building an extension or 
 branch of the railroad conveyed by the said deed, to a point 
 at or near the Potomac River, opposite Washington, D. C., and 
 to provide for continuing the said extension or branch into 
 Washington from a point opposite Washington, at or near 
 the Potomac River, and the acquisition of terminals in the 
 District of Columbia ; 
 
 tt)l)£reas, The Norfolk and Western Railroad Com- 
 pany has, in order to comply with the terms, conditions 
 and considerations of said sale to and purchase by it, author- 
 ized the making, execution and delivery to The Mercan- 
 tile Trust Company of New York, as trustee, of a deed of 
 trust or mortgage of all and singular the railroad, property 
 franchises, rights, powers and privileges acquired by it under 
 the said deed of conveyance to it from the Shenandoah Val- 
 ley Railway Company which deed of trust or mortgage shall 
 be known as the “ Norfolk and Western Railroad Company's 
 Maryland and Washington Division First Mortgage ,” and shall 
 be and is hereby declared to be a continuing lien to secure the 
 full and final payment of all bonds which may from time to 
 time be created, issued, and negotiated under the security of 
 the same, so that, however, the total amount so created, 
 issued, and negotiated shall not at any one time exceed 
 in the aggregate ten million dollars — that is to say, as, 
 well the bonds first issued as those which may be made 
 and issued from time to time after payment of the whole 
 or any portion thereof, or of any subsequent issue or issues, 
 but never to exceed at any one time ten million dollars — 
 which said bonds so to be issued shall be of the denomina- 
 tion of one thousand dollars in gold coin of the United 
 States, or of such other denominations as the said Norfolk 
 and Western Railroad Company may by its board of di- 
 rectors determine, shall be numbered consecutively from one 
 upwards, shall be issued at such times, in such series, shall ma- 
 ture at such date or dates, and shall bear such rate of interest 
 not exceeding five per centum per annum, and be coupon or 
 registered, of such form or forms, tenor and effect as the 
 
6 
 
 said company may by its board of directors determine at 
 the time of the issue thereof respectively, but none of the 
 said bonds to mature before January 1st, 1941 ; and the said 
 deed of trust or mortgage shall be for the benefit and secur- 
 ity of and in trust for the holders of the said bonds, without 
 preference, priority or distinction as to lien or otherwise of 
 any over another, so that each and all of the said bonds to 
 be issued as aforesaid shall have the same right, lien and priv- 
 ilege under and by the said deed of trust or mortgage, and 
 shall be all equally secured thereby, with like effect as though 
 they had all been made, executed, delivered and negotiated 
 simultaneously on the date of the said deed of trust or mort- 
 gage to secure the payment of the same ; 
 
 tt)f)crens, The bonds to the amount of ten million 
 dollars, to be forthwith made and to be forthwith issued 
 under the security of the said deed of trust of trust or mort- 
 gage as soon as the said deed of trust or mortgage shall 
 have been executed and delivered, will be for the denomi- 
 nations ot five hundred dollars and one thousand dollars each, 
 or either, payable in United States gold coin of the present 
 standard of weight and fineness, bearing interest at the rate 
 of five per cent, per annum from January 1st, 1891, and num- 
 bered from 1 upward, and in general form and substance as 
 follows : — 
 
 “ United States of America. 
 
 No. States of Virginia and West Virginia . $ 
 
 NORFOLK AND WESTERN RAILROAD 
 COMPANY. 
 
 MARYLAND AND WASHINGTON' DIVISION. 
 
 First Mortgage five per cent. Gold Bond. 
 
 “The Norfolk and Western Railroad Company acknowl- 
 edges itself indebted to The Mercantile Trust Company of 
 New York, or bearer, or, if registered, to the registered 
 holder hereof, in the principal sum of $ , which indebt- 
 
 edness it promises to pay in United States gold coin of the 
 
7 
 
 present standard of weight and fineness, on the first day of 
 January, 1941, at the office or agency of the said Norfolk 
 and Western Railroad Company in the city of Philadelphia 
 or New York, and also to pay meanwhile, in like gold coin, 
 at the office or agency of the railroad company in Philadel- 
 phia or New York, interest on said principal sum half-yearly 
 on the first days of January and July in each year, at the rate 
 of five per centum per annum, on the presentation and sur- 
 render of the coupons annexed as they severally become due. 
 
 “This bond is one of a series of bonds, numbered con- 
 secutively from one upwards, not to exceed in the aggregate 
 $10,000,000, the payment of all of which is secured by a 
 deed of trust or mortgage bearing even date herewith, made 
 by the Norfolk and Western Railroad Company to The 
 Mercantile Trust Company of New York, to which reference 
 is hereby made for a description of the roads, property and 
 franchises mortgaged, and the nature and extent of the security 
 .and the rights of the holders of said bonds under the same, 
 and for the provisions thereof, and terms and conditions upon 
 which the said bonds are issued and secured. 
 
 “ The principal and interest of this bond are payable with- 
 out deduction for any United States or State tax whatsoever, 
 which the said railroad company is or may be required by law 
 to retain therefrom, the said railroad company hereby agree- 
 ing to pay the same. 
 
 “ This bond shall pass by delivery or by transfer on the 
 books of the said Norfolk and Western Railroad Com- 
 pany, but after a registration of ownership, certified hereon by 
 the secretary or transfer agent of the said railroad company, 
 no transfer, except on its books, shall be valid unless the last 
 preceding transfer shall have been to bearer and transferability 
 by delivery has been thereby restored ; but this bond shall 
 continue susceptible of successive registrations to bearer at 
 the option of the holder, and registry shall not restrain the 
 negotiability of the coupons by delivery merely. 
 
 “ This bond shall not become valid until the certificate in- 
 dorsed hereon shall have been signed by or on behalf of the 
 trustee under said mortgage or deed of trust. 
 
8 
 
 “ In Witness Whereof \ The Norfolk and Western Rail- 
 road Company has caused its corporate seal to be affixed, and 
 this bond to be signed by its president and secretary, 
 the day of in the year 189 , 
 
 “ Norfolk and Western Railroad Company, 
 
 By 
 
 Attest : 
 
 Presidents 
 
 Secretary I 
 
 With coupons thereto attached for interest thereon, to be- 
 come payable semi-annually from January 1st, 1891, up to and 
 including January 1st, 1941, in general form and substance as- 
 follows, except as to the date of payment : — 
 
 (Coupon.) 
 
 “$ 
 
 The Norfolk and Western Railroad Company will pay 
 to the bearer, on the first day of at its office 
 
 or agency in the city of Philadelphia or New York, 
 
 dollars in gold coin, being six months’ interest on its 
 Maryland and Washington Division first mortgage gold bond 
 No. 
 
 Treasurer^ 
 
 And with a certificate thereon of the trustee, in general 
 form and substance as follows : — 
 
 (Trustee’s Certificate.) 
 
 “ This bond is one of those issued under and secured by 
 the mortgage or deed of trust within mentioned, and made 
 by the Norfolk and Western Railroad Company to The 
 Mercantile Trust Company of New York, trustee. 
 
 '‘The Mercantile Trust Company, Trustee, 
 
 By 
 
 Presidents 
 
9 
 
 2\tt& iJOIjereas, The general form and substance of all other 
 bonds which may be, from time to time, issued under the se- 
 curity of this deed of trust or mortgage, shall be as nearly 
 similar to the above form as circumstances shall, at the time 
 of the issue of the same, warrant or permit ; 
 
 tDljmas, The aggregate amount of all the bonds se- 
 cured by this deed of trust or mortgage shall at no time 
 exceed ten million dollars, but may at all times be equal to- 
 the sum of ten million dollars ; and after the payment and 
 cancellation of the said bonds to be immediately issued or to- 
 be hereafter issued under this deed of trust or mortgage or 
 any portion thereof, an equal amount of bonds may, at the 
 option of the party of the first part, be made and issued by 
 the party of the first part in lieu of or substitution for any 
 which may have been paid and cancelled, and any and all 
 bonds so issued in lieu or substitution shall be entitled to all 
 the security of this deed of trust or mortgage which is 
 given to the bonds first issued thereunder — it being intended 
 that the whole amount of bonds to be secured by this deed 
 of trust or mortgage shall not exceed at any time ten million 
 dollars, but that they may, at the option of the party of the 
 first part, at all times be kept up to that amount, and that this 
 deed of trust or mortgage shall be a continuing security for 
 such bonds as may hereafter be issued thereunder, as well as 
 for the series or issue which it is now proposed to issue; 
 
 tXU)ereas, All the bonds intended to be secured by this 
 deed of trust or mortgage, as well those now authorized to be 
 issued as those which may be made and issued from time to 
 time after the payment of the whole or any portion of those 
 now authorized to be issued, shall from time to time be made r 
 executed, and issued when and as authorized by resolution of 
 the board of directors of the party of the first part ; 
 
 ttJtyereas, The Norfolk and Western Railroad Com- 
 pany has determined to make and issue its mortgage bonds 
 under and pursuant to the said recited authority of its stock- 
 holders : 
 
IO 
 
 Norn tl)is Jn&entttrc lUitnessetl), That the said Norfolk and 
 Western Railroad Company, as well in consideration of the 
 premises, and for the purpose of securing the payment of the 
 principal and interest of the said bonds when and as the same 
 shall become due and payable according to the tenor and effect 
 of the said bonds so to be made and executed, from time to 
 time, for a sum not exceeding in the aggregate of such issues 
 the sum of ten million dollars (both the said principal and 
 interest being payable in gold), and such taxes upon the said 
 principal and interest of said bonds as the Norfolk and 
 Western Railroad Company shall agree in said bonds or any 
 of them to pay, as in consideration of the sum of one dollar 
 lawful money of the United States unto it well and truly paid 
 by the said The Mercantile Trust Company of New York at 
 the time of the execution hereof, the receipt whereof is hereby 
 acknowledged, has granted, bargained, sold, assigned, set over, 
 released, conveyed and confirmed, and by these presents, in 
 pursuance and execution of the power and authority in it in 
 anywise vested and in this behalf enabling, does grant, bar- 
 gain, sell, assign, set over, release, convey and confirm unto 
 the said The Mercantile Trust Company of New York, as 
 trustee aforesaid, and to its lawful successors or successor in 
 the trusts hereby created, and their heirs, executors, admin- 
 istrators, and assigns, forever : 
 
 All ctnh singular, the railroad lately of the said Shenan- 
 doah Valley Railway Company (and previously of The Shen- 
 andoah Valley Railroad Company), beginning at a point at 
 or near Hagerstown in Washington County, in the State of 
 Maryland, and extending thence through Washington County, 
 in the State of Maryland, to a point on the Potomac River at 
 or near Shepherdstown, in the State of West Virginia, thence 
 through Jefferson County, in the State of West Virginia, and 
 through the counties of Clarke, Warren, Page, Rockingham 
 and Augusta, in the State of Virginia, to a point of intersec- 
 tion with the Chesapeake and Ohio Railroad at or near 
 Waynesboro, and crossing said railroad and extending thence 
 through the counties of Augusta, Rockbridge, Botetourt and 
 
II 
 
 Roanoke, in said State, to a point of intersection with the 
 Norfolk and Western Railroad at or near Roanoke, with cer- 
 tain branches therefrom, making together about two hundred 
 and fifty-five and one-half miles of single-track railroad, to- 
 gether with all branches, sidings and other appurtenances of 
 the said line of railroad, with the tolls, incomes, rents, issues 
 and profits thereof, and all real estate, rights of way, ease- 
 ments, fixtures, rolling stock, machinery, tools and equip- 
 ments, and all other personal property thereto belonging, and 
 all property, real, personal and mixed, and all corporate 
 powers and franchises heretofore belonging or appertaining 
 to the said railroad lately of the Shenandoah Valley Rail- 
 way Company, and previously of The Shenandoah Valley 
 Railroad Company ; and also the reversion and reversions, 
 remainder and remainders, and all the estate, right, title, in- 
 terest, property, possession, claim and demand whatsoever, as 
 well at law as in equity, of the said Shenandoah Valley Rail- 
 way Company, in and to the said railroad, property, fran- 
 chises, rights, powers and privileges and to every part and 
 parcel thereof; cntft also all atlfc singular, all the line of rail- 
 road formerly of the Washington and Western Railroad Com- 
 pany, beginning at a point on or near the Potomac River, op- 
 posite to or in the vicinity of Washington, in the District of 
 Columbia, running thence to a point in Virginia, on the 
 Maryland and Washington Division of the Norfolk and 
 Western Railroad Company, formerly on the line of The 
 Shenandoah Valley Railroad, with the right to extend the 
 same to the West Virginia State line, and all property, real, 
 personal and mixed, and all chartered rights and franchises 
 heretofore belonging or appertaining to the said Washington 
 and Western Railroad Company ; and also the reversion and 
 reversions, remainder and remainders, and all the estate, 
 right, title, interest, property, possession, claim and ‘demand 
 whatsoever, as well at law as in equity, formerly of the said 
 Washington and Western Railroad Company, in and to the said 
 railroad, property, franchises, rights, powers and privileges 
 and to every part and parcel thereof ; anh also ail aub sin- 
 gular all other property appurtenant to or used in connection 
 
12 
 
 with the line of railroads hereby mortgaged and acquired by 
 the Norfolk and Western Railroad from the Shenandoah Val- 
 ley Railway Company, and any extension from any point on 
 the line of the railroad hereby mortgaged, formerly of the 
 Shenandoah Valley Railroad Company, to a point at or near 
 the Potomac River, opposite Washington, D. C., and any ex- 
 tension into Washington from a point opposite Washington,, 
 D. C., and all terminals in the District of Columbia, and any 
 other extensions of the said line of railroads hereby mort- 
 gaged, and any short branches thereof and improvements 
 thereon that may hereafter be acquired by the party of the 
 first part by construction, purchase, or otherwise, with the 
 proceeds of any of said bonds secured by this mortgage by 
 construction, purchase, or otherwise; 
 
 also, All railroads, railways, ways, rights of way, 
 road-bed and grade, all station, depot and shop grounds, 
 yards, and other grounds used and to be used in the opera- 
 tion of the said lines of railroad, all rails, tracks, sidings, 
 switches, bridges, fences, turn-tables, water-tanks, viaducts, 
 culverts, main passenger and other depots, station-houses, 
 freight-houses, machine-shops, docks, and all other structures, 
 buildings and fixtures whatsoever, acquired or to be acquired, 
 for the use and operation thereof, all the rolling stock, ma- 
 chinery, tools, implements, fuel and materials of the party of 
 the first part now owned or that may hereafter be acquired 
 for constructing, maintaining, operating, replacing, improv- 
 ing or repairing the said lines of railroad and their appurte- 
 nances or any part thereof, and all the real and personal es- 
 tate now owned and that may hereafter be acquired and used 
 for the operation thereof ; 
 
 &ogetl)er twill) All the corporate rights, powers, privileges and 
 franchises of the said party of the first part now possessed, 
 or that may be hereafter acquired, relating to the said rail- 
 roads, and the construction, maintenance, use and enjoyment 
 of the same ; 
 
 2Uth together xoitl) All .the streets, ways, passages, waters, 
 water-courses, easements, rights, liberties, privileges, heredita- 
 
J 3 
 
 merits and appurtenances whatsoever, unto any of the hereby 
 granted and mentioned premises and estates belonging or 
 appertaining, or hereafter to belong or appertain, and the re- 
 versions and remainders, rents, issues, and profits thereof; and 
 all the estate, right, title, interest, property, claim and demand 
 of every nature and kind whatsoever of the said party of the 
 first part, now owned and possessed, or that may hereafter be 
 acquired, as well at law as in equity, of, in and to the same 
 and every part and parcel thereof; 
 
 IjatJC aitfc to Ijolh the said above-described premises, 
 property, rights, powers, privileges, franchises and appurte- 
 nances unto the said party of the second part, and its lawful 
 successors or successor, and assigns forever, to and for the 
 only proper use and behoof of the party of the second part, its 
 successors or successor and assigns ; 
 
 But in trnst, neoeitljdess, For the equal pro rata benefit and 
 security of all and every the persons or corporations who 
 may be or become holders of the said bonds or such of them 
 as shall be issued by the party of the first part, without pref- 
 erence, priority or distinction as to lien or otherwise of any 
 over the others by reason of priority in time of issuing or 
 negotiating the same, and so that each and all of the said 
 bonds, issued and to be issued as aforesaid, shall have the 
 same right, lien and privilege under and by this deed of 
 trust or mortgage, and shall all be equally secured hereby 
 with like effect as if they had all been made, executed, deliv- 
 ered and negotiated simultaneously on the date hereof, it be- 
 ing intended that the lien and security of all of the said bonds 
 shall take effect from the date of the execution and delivery 
 of this deed of trust or mortgage, whether the same shall 
 actually be sold or disposed of at such date, or whether they 
 or any part of them shall be negotiated and sold at some fu- 
 ture date, and that the lien and security of this deed of trust 
 or mortgage, and all the bonds that may be issued under the 
 same, shall take effect from the date of the execution and de- 
 livery hereof, as though the said bonds were actually sold 
 
i4 
 
 and delivered to and in the hands of innocent holders for value 
 upon such date, and the lien and security of the said bonds 
 shall in no manner be altered, impaired, or prejudiced by the 
 creation of subsequent deeds of trust or mortgages by the 
 Norfolk and Western Railroad Company, or by the entry or 
 acquisition of judgments or liens in any form by creditors at 
 any future time. 
 
 it is Ijercbn e*presslti coucnantefo anb understood, By 
 
 and between the parties hereto, the said party of the first part 
 covenanting as well for itself as for their respective successors 
 and assigns, and the party of the second part covenanting as 
 well for itself as for its successors and assigns, and its succes- 
 sors or successor in the trust, that the said above-described 
 premises, property, rights, powers, privileges, franchises and 
 appurtenances granted, bargained, sold and conveyed by the 
 said parties of the first part are to be held and disposed of by 
 the said party of the second part upon and for the trusts, uses, 
 covenants, conditions, and purposes following, that is to say : 
 
 Article ifirst. — The party of the first part shall contempora- 
 neously with the execution and delivery hereof make, execute 
 and deliver to the party of the second part, and the party of the 
 second part shall certify or countersign bonds of the party of 
 the first part intended to be secured hereby, to an amount not 
 exceeding in the aggregate ten million dollars, and shall,, 
 from time to time, deliver the same so certified or counter- 
 signed, as follows : — 
 
 1. Bonds to the amount of seven million five hundred thou- 
 sand dollars shall forthwith be delivered to Louis Fitzgerald, 
 George C. Wood, and Frank P. Clark, purchasing committee 
 under a plan and agreement for the reorganization of The 
 Shenandoah Valley Railroad, dated August 5th, 1890, the 
 party of the first party hereby authorizing and directing such 
 delivery for the purpose of carrying out the terms and condi- 
 tions of said plan and agreement of reorganization. 
 
 2. Bonds to the amount of two million five hundred thou- 
 sand dollars, or the proceeds thereof, shall be reserved in the 
 
J 5 
 
 hands of the party of the second part: Two million dollars 
 thereof to provide, by construction, purchase or ' otherwise,, 
 for an extension from any point on the line of the railroad 
 hereby mortgaged to a point at or near the Potomac River,, 
 opposite Washington, D. C. ; and five hundred thousand dol- 
 lars thereof to provide, by construction, purchase or other- 
 wise, for a line of railroad into Washington from a point 
 at or near the Potomac River, opposite Washington, D. C. r 
 and for terminals in the District of Columbia. The party of 
 the second part shall for the purposes of sale, countersign 
 and deliver at any time or times, and from time to time, any 
 of the bonds reserved in the hands of the party of the second 
 part for the said purposes, upon the order of the party of the 
 first part, directing to whom such delivery shall be made r 
 under a resolution of its board of directors, accompanied by 
 a sworn statement of the president and treasurer of the party 
 of the first part showing the net proceeds of sale, provided- 
 said net proceeds shall, contemporaneously with such deliv- 
 ery, be paid the party of the second part, to be held and ap- 
 plied in the same manner and for all intents and purposes as- 
 the bonds themselves. 
 
 3. Bonds or their proceeds so set apart and reserved 
 shall be delivered or paid by the party of the second part 
 only upon certificates or requisitions of the president and 
 general manager and chief engineer of the party of the first 
 part, stating the purposes for which they are to be used, 
 accompanied by the certificate of the said treasurer that the 
 expenditures therefor have been made, and by a copy of the 
 resolutions of the board of directors of the party of the first 
 part authorizing the expenditures, and such instruments shall 
 be full vouchers and authority to the party of the second! 
 part for the delivery of the said bonds or their proceeds 
 when and as called for, to the following amounts : — 
 
 The party of the second part shall, until any of such 
 bonds are sold, certify and deliver bonds at the rate of 
 one thousand dollars of bonds at their face or par value 
 for each nine hundred dollars of expenditures so certified, 
 but after any such delivery of bonds the party of the second 
 
i6 
 
 part shall not deliver, or pay over, any further bonds or 
 their proceeds, until the party of the first part shall have 
 furnished to the party of the second part a sworn statement 
 •of the president and treasurer of the party of the first part 
 showing the par value and the net proceeds of sale of any of 
 the bonds sold, and in case such proceeds of sale shall be in 
 •excess of ninety per cent, of the face or par value of said 
 bonds and accrued interest, an amount equal to such excess 
 shall be deducted from the succeeding certificate or requisi- 
 tion, and further bonds, or their proceeds, shall be delivered 
 or paid by the party of the second part only on account of 
 the net amount of expenditures certified, after such deduction. 
 
 When the proceeds of bonds are called for, the party of the 
 second part shall pay to the party of the first part, out of any 
 proceeds of bonds in the hands of the party of the second part 
 on account of the expenditures certified, an amount of proceeds 
 equal to the amount of such expenditures certified, in case 
 the bonds, the proceeds of which are paid over, shall have 
 realized not less than ninety per cent, of the face value there- 
 of and accrued interest; but in case the bonds, the proceeds 
 of which are so paid over, shall not have realized at least 
 ninety per cent, of the face value thereof and accrued interest, 
 the party of the second part shall pay to the party of the first 
 part the proceeds of one bond of one thousand dollars face 
 value for each nine hundred dollars of such expenditures so 
 •certified. 
 
 The said sworn statements of the president and treasurer 
 shall be full warrant to the party of the second part for its 
 action thereunder, and in accordance herewith. 
 
 4. All overdue coupons on any of said two million five 
 hundred thousand dollars of bonds reserved in the hands of 
 said party of the second part shall be cut off and canceled by 
 the party of the second part before the delivery of any of said 
 bonds to the party of the first part ; or before the sale thereof 
 as heretofore provided. 
 
 5. All extensions, terminals, branches, improvements, addi- 
 tions and construction, contracts, rights and privileges ac- 
 quired or made by means of bonds issued hereunder, or their 
 
J 7 
 
 proceeds, shall immediately become subject to the lien of this 
 mortgage, and the party of the first part covenants and 
 agrees that it will, from time to time, at the request of the 
 party of the second part, execute and deliver to the party of 
 the second part such proper and appropriate conveyances 
 thereof as may be necessary for the assurance thereof unto the 
 party of the second part upon the trusts herein set forth. 
 
 6. Whenever it shall be found expedient by the party of 
 the first part, at any time or times, to acquire, by construction, 
 purchase or otherwise, the extensions, terminals, branches, 
 improvements and additions for which bonds, or their pro- 
 ceeds, are reserved under the second subdivision of the first ar- 
 ticle hereof, the bonds so reserved, or their proceeds, shall 
 be used for such purpose only when the extensions, terminals, 
 branches, improvements and additions so acquired and made 
 shall become part of the premises of the party of the first 
 part hereby mortgaged, and shall, in the opinion in writing of 
 counsel learned in the law, to be mutually agreed upon by the 
 presidents of the parties hereto, be free from incumbrances prior 
 to the lien and operation of this mortgage, and such opinion of 
 counsel shall be sufficient evidence and full warrant to the 
 party of the second part for the delivery of bonds or their pro- 
 ceeds for such purpose. 
 
 7. Should the amount of bonds, or their proceeds, applicable 
 under the second subdivision of the first article hereof, be 
 in excess of the expenditures required for either of the pur- 
 poses for which they are reserved, then such excess may, after 
 such purpose shall have been accomplished, be applied, as 
 directed in writing by the president of the party of the first 
 part accompanied by the resolution of the board of directors 
 of the party of the first part, to such other purpose specified 
 in the second subdivision of the first article hereof, for 
 which other bonds or their proceeds are designated, and 
 the said direction and resolution shall be full and complete 
 warrant for the action of the party of the second part in ac- 
 cordance therewith ; and bonds or their proceeds applicable 
 for either of such purposes shall not otherwise be applied or 
 used for the other purpose. 
 
i8 
 
 Article Second. — Until the said bonds intended to be here- 
 by secured can be engraved, the party of the first part may 
 execute and issue written or printed temporary bonds or ob- 
 ligations, in such form or forms, and in such amounts as may 
 be approved and be countersigned or certified by the party of 
 the second part, and which shall be entitled to all the security 
 hereunder, and be exchangeable for or convertible into the 
 bonds to be issued hereunder, and which shall be by the 
 party of the second part canceled upon such exchange or 
 conversion being effected; and the trustee may certify such 
 bonds or obligations in the same manner as the bonds here- 
 inbefore provided for, and such bonds or obligations shall 
 not become valid until so certified. 
 
 Article — The aggregate amount of all the bonds se- 
 
 cured by this deed of trust or mortgage shall at no time 
 exceed ten million dollars, but may at all times be equal to 
 the sum of ten million dollars ; and after the payment and 
 cancellation of the said bonds to be immediately issued or to 
 be hereafter issued under this deed of trust or mortgage or 
 any portion thereof, an equal amount of bonds may, at the 
 option of the party of the first part, be made and issued by 
 the party of the first part in lieu of or substitution for any 
 which may have been paid and cancelled, and any and all 
 bonds so issued in lieu or substitution shall be entitled to all 
 the security of this deed of trust or mortgage which is given 
 to the bonds first issued thereunder — it being intended that 
 the whole amount of bonds to be secured by this deed of trust 
 or mortgage shall not exceed at any time ten million dollars, 
 but that they may, at the option of the party of the first part, 
 at all times be kept up to that amount, and that this deed of 
 trust or mortgage shall be a continuing security for such 
 bonds as may hereafter be issued thereunder, as well as for 
 the series or issue which is created and issued contemporane- 
 ously with the execution and delivery hereof ; and that all the 
 bonds intended to be secured by this deed of trust or mort- 
 gage, as well those now authorized to be issued as those 
 which may be made and issued from time to time after the 
 
l 9 
 
 payment of the whole or any portion of those now authorized 
 to be issued, shall from time to time be made, executed, and 
 issued when and as authorized by resolution of the board of 
 directors of the party of the first part. 
 
 Article ifomrtf). — The said party of the first part hereby 
 covenants to and with the said party of the second part, for 
 the benefit of the bondholders under this deed of trust or 
 mortgage, that no lien or charge shall hereafter be created or 
 imposed upon said property or any part thereof superior to 
 the lien of these presents. 
 
 Article jfiftl). — Until default shall be made in the pay- 
 ment of the principal or interest of the said bonds secured 
 hereby, or of any of them, or until default shall' be made in 
 respect to any other matter herein required to be done or 
 observed by the party of the first part, in pursuance of the 
 covenants on its part herein and in said bonds contained, 
 the party of the first part shall be permitted and allowed to 
 hold, possess and enjoy its premises hereby conveyed, and to 
 take and use the rents, profits, issues, income and revenue 
 thereof, and to dispose of the same in any manner not incon- 
 sistent with the provisions of this indenture. 
 
 Article — In case of any default in the payment of 
 
 interest on any of the said bonds, when such interest shall 
 become due and payable, and such default shall continue for 
 the period of six months, or in case of any default in the ob- 
 servance or performance of any other matter or thing to be 
 done or performed by the party of the first part, according to 
 the covenants, conditions and requirements of the said bonds 
 and of these presents, and such default shall continue for the 
 period of six months after notice in writing to the party of the 
 first part to observe or perform the duty or obligation required, 
 or in case of any default in payment of the principal of the 
 said bonds, or any of them, as and when the same shall ma- 
 ture or otherwise become payable, then and in any and every 
 such case the said party of the second part, or its successors 
 
20 
 
 in the said trust, is and are hereby authorized, either personally 
 or by its or their attorneys or agents, to enter into and 
 upon all and singular the premises hereby conveyed, or in- 
 tended so to be, by the party of the first part, and each 
 and every part thereof, or any part thereof, and to have, 
 hold and occupy the same; and in its or their discretion, the 
 said party of the second part, or its successors, shall be 
 authorized to apply to any court of competent jurisdiction 
 for the appointment of a receiver of all the said mort- 
 gaged property, and of all the rents, incomes, profits, is- 
 sues and revenues thereof, from whatever source derived, 
 and thereupon it is hereby expressly covenanted and agreed 
 that such court shall forthwith appoint a receiver of such 
 mortgaged property, and of such income, profits, issues and 
 revenues, with the usual powers and duties of a receiver in 
 like cases, and that if such receiver be nominated and desig- 
 nated by the holders of a majority of the bonds which these 
 presents are executed to secure, then that such appointment 
 shall be made by the said court as a matter of strict right to 
 the party of the second part and to the bondholders repre- 
 sented by it, and without reference to the adequacy or in- 
 adequacy of the value of the premises and property hereby 
 mortgaged to secure fully the payment of the said bonds, or to 
 the solvency or insolvency of the party of the first part ; and 
 such rents, income, profits, issues and revenues shall be ap- 
 plied by such receiver, according to law and the order and 
 practice of such court. 
 
 Article Qcaentl). — In case any default shall be made and 
 shall continue as aforesaid, it shall likewise be lawful for 
 the said party of the second part, or its successors, with or 
 without actual entry, and acting either directly or by attor- 
 neys or agents, to sell and dispose of all and singular the 
 premises and property hereby conveyed, or intended so to 
 be, by the party of the first part, as an entirety, at public 
 auction, in such place within the State of Virginia as the 
 said party of the second part may designate, and at such 
 time as it or they may appoint, having first given notice of 
 
the time and place of such sale by advertisement published 
 hot less than three times a week for six weeks in a newspaper 
 or newspapers in the cities of New York, Philadelphia and 
 Roanoke, and to adjourn such sale from time to time at dis- 
 cretion, and, if so adjourning said sale, to make the same at 
 the time and place of such adjournment, or to make sale 
 thereof in any other manner authorized by law, and to make 
 and deliver to the purchasers thereof good and sufficient 
 deeds in the law for the conveyance of all the right and title 
 of the party of the first part to the premises so sold; which 
 sale, made as aforesaid, shall be a perpetual bar, both in law 
 and in equity, against the party of the first part, and all per- 
 sons lawfully claiming or to claim the said premises, or any 
 part thereof, by, from, through, or under it ; and after de- 
 ducting from the proceeds of such sale just allowances for all 
 expenses of sale, including attorneys’ and counsel’s fees, and 
 all other expenses, advances or liabilities which may have 
 been made or incurred by the said trustee in the trust, and 
 all payments which may have been made by it or them for 
 taxes or assessments, and for charges and liens on the said 
 premises or any part thereof, prior to the lien of these pres- 
 ents, as well as reasonable compensation for its or their 
 own services, to apply the said proceeds to the payment of 
 the principal of such of the aforesaid bonds as may be at the 
 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 discrim- 
 ination or preference, but ratably to the aggregate amount of 
 such unpaid principal and accrued and unpaid interest ; and 
 if there shall remain any surplus after payment of all the said 
 bonds hereby secured or so intended to be in full, both prin- 
 cipal and interest, then to pay over and account for such sur- 
 plus to the party of the first part. 
 
 And it is hereby declared that the receipts of the said party of 
 the second part shall be a sufficient discharge to the purchaser 
 or purchasers of the premises for the purchase-money; and that 
 such purchaser or purchasers, his or their heirs, executors or 
 administrators, shall not, after payment thereof, and having 
 
22 
 
 such receipt, be liable to see to its being applied upon or for 
 the trust and purposes of these presents, or be answerable in 
 any manner for any loss, misapplication, 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 (Sigl)tf). — In case any default shall be made in the 
 payment of any semi-annual interest on any of the aforesaid 
 bonds, at the time and in the manner expressed in the said 
 bonds, and the said default shall continue for the period of six: 
 months after said interest becomes due, or in case any default 
 shall be made in the observance or performance of any other 
 matter or thing to be done or performed by the party of the 
 first part according to the covenants, conditions, and require- 
 ments of the said bonds, and of these presents, and such latter 
 default shall continue for the period of six months after notice 
 in writing to the party of the first part to observe or perform 
 the duty or obligation required, then and in such case the 
 principal of all the bonds secured hereby shall, at the election 
 of the party of the second part, such election to be evidenced 
 by a written notice thereof served upon the party of the first 
 part, become immediately due and payable, anything con- 
 tained herein or in said bonds to the contrary notwithstand- 
 ing; and, if requested so to do by the holders of one-third' 
 in interest of the bonds hereby secured and then outstanding,, 
 b}- an instrument or concurrent instruments in writing signed 
 by them, or by their attorneys in fact duly authorized for that 
 purpose, it shall be the duty of, and it is hereby made obliga- 
 tory upon, the said party of the second part to elect to declare 
 the principal sum due as aforesaid ; a majority in interest of 
 the holders of such bonds may, however, instruct the party of 
 the second part to refrain from making such declaration, upon 
 such terms and conditions as such holders shall designate, and 
 in such case it shall be the duty of the party of the second 
 part to comply with such instructions, notwithstanding any 
 request on the part of other bondholders, and such holders- 
 of a majority in interest of said bonds outstanding may, in- 
 
23 
 
 like manner, annul or reverse the declaration, if already made 
 by the party of the second part, anything herein contained to 
 the contrary notwithstanding ; but the action of the party of 
 the second part or of the bondholders, in case of any one de- 
 fault, shall not affect or impair the rights of the party of the 
 second part or of such holders in respect to any subsequent 
 ,* default on the part of the party of the first part, or impair any 
 
 rights resulting therefrom. 
 
 Article Nitttl). — It is hereby declared and agreed that it shall 
 be the duty of the party of the second part, its successor or suc- 
 cessors under this indenture, to proceed forthwith to exercise 
 the powers of entry or the powers of sale hereby granted, or 
 both, or to take appropriate legal proceedings to enforce the 
 rights of the bondholders under these presents, and after a 
 continuance thereof as hereinbefore mentioned, upon any de- 
 fault under these presents, and upon receiving the requisition 
 in writing hereinafter specified, in the manner and subject to- 
 the qualifications herein provided, that is to say : — 
 
 I. If the default consists in the non-payment of either the 
 interest or principal of any of the said bonds, such requisition 
 upon the party of the second part shall be by the holders of 
 not less than one-third in amount of the said bonds then 
 outstanding, and upon such requisition, and a proper indem 
 nification to the satisfaction of the party of the second part 
 by or on behalf of the persons making the same to the 
 party of the second part against the costs and expenses, 
 and all other liabilities to be incurred in that behalf, it 
 shall be the duty of the party of the second part tO' 
 enforce the rights of the bondholders under these pres- 
 ents, either by the exercise of the powers granted herein, 
 or by a suit or suits in equity or at law in aid of the ex- 
 ecution of such powers or otherwise, as such party of the 
 second part shall deem most effectual for the enforcement of 
 the said rights ; it being understood and hereby expressly de- 
 clared that the rights of entry and sale hereinbefore granted 
 are intended as cumulative remedies, additional to all other 
 remedies allowed by law, and that the same shall not be 
 
24 
 
 deemed in any manner whatsoever to deprive the said party 
 of the second part, or the beneficiaries under this trust, of any 
 legal or equitable remedy by judicial proceeding consistent 
 with the provisions of these presents. No action, suit or pro- 
 ceeding at law or in equity shall be had, prosecuted or main- 
 tained for the foreclosure of this mortgage, or the enforce- 
 ment of the lien hereby created, by any person or party other 
 than the party of the second part, except upon the failure, 
 neglect, or refusal of the party of the second part to act 
 within a reasonable time after it shall have been requested 
 so to do as hereinabove provided. 
 
 2 . If the default be the omission to comply with any of 
 the provisions of these presents, other than the payment of 
 the interest or principal of the said bonds, then, and in any 
 such case, the requisition shall be with similar indemnification 
 and shall be by the holders of one-half in interest of the said • 
 bonds then outstanding, and such holders shall have power 
 (with similar indemnification) in like manner to instruct the 
 said party of the second part by requisition in writing (which 
 shall be imperative upon such party of the second part) either 
 to waive such default or to enforce the rights of such bond- 
 holders by reason thereof : Jj3roi)ihch, That no action of the 
 said party of the second part, or of the said 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. 
 
 Article @Eentl). — If at any time any portion not part of the 
 railroad tracks of the premises hereby mortgaged and con- 
 veyed cannot be advantageously used in connection with 
 the use or operation of said railways by reason of any 
 change of location, change of track or by reason of any 
 other cause, the same may be exchanged for other lands, 
 tenements or hereditaments of equal value, or be sold, 
 conveyed or otherwise disposed of, and the party of the 
 second part shall, if so requested, convey the same by re- 
 lease or otherwise ; provided that any lands, tenements or 
 hereditaments acquired by exchange shall be conveyed to 
 
25 
 
 the party of the second part for the further security of the 
 said bonds of the party of the first part, free from any incum- 
 brance or lien prior to these presents, and that the proceeds 
 of any lands, tenements or hereditaments so sold, conveyed or 
 otherwise disposed of, or a sum equal thereto, shall be paid or 
 transferred to and held by the party of the second part for the 
 further security of the said bonds, free from any incumbrance 
 or lien prior to these presents until the same or a sum equal 
 thereto shall have been used and applied by the party of the 
 first part in the purchase of other lands, tenements or heredit- 
 aments, and until the same shall have been conveyed to the 
 party of the second part free from any incumbrance or lien 
 prior to these presents to be held by it hereunder as part of 
 the mortgaged premises, for the further security of said bond 
 of the party of the first part. 
 
 The party of the first part and its successors and its and their 
 assigns may from time to time dispose of such portion of the 
 equipment, rolling stock, machinery and implements at any 
 time held or acquired for the use of the said railroad hereby 
 mortgaged as may have become unfit for such use, replacing 
 the same by new of the value of that sold, which shall there- 
 upon become under and subject to this mortgage, and shall 
 also be expressly assigned to the party of the second part, its 
 successors, or its or their assigns, subject to this mortgage, on 
 its or their demand. The party of the second part may, in like 
 manner, consent to any changes in the location of the track 
 or alterations or changes of station-houses, depots, shops or 
 other fixtures which in the judgment of the party of the first 
 part shall have become expedient, and execute the instruments 
 necessary to enable the party of the first part to carry the 
 same into effect ; but any tracks, premises or property ac- 
 quired in substitution for any released, altered or changed 
 shall be conveyed on demand to the party of the second 
 part and shall immediately become subject to this mortgage. 
 
 The sworn statement of the president or vice-president and 
 the chief engineer for the time being of the party of the first 
 part may be received by the party of the second part as suffi- 
 cient evidence of any of the facts mentioned in this article, 
 
2b 
 
 including the necessity for, or value of, any property and 
 shall be full protection to the party of the second part for 
 any action taken by it on the faith thereof, but the party of 
 the second part may, in its discretion, require such further 
 and additional evidence as to it may seem reasonable. 
 
 Article (gleuentl). — In case of any judicial foreclosure sale or 
 other sale of the premises embraced in this mortgage, or any 
 part thereof, under the decree of any court having jurisdic- 
 tion thereof, based upon the foreclosure of this mortgage, if 
 the holders of three-fourths of the outstanding bonds secured 
 by this mortgage shall, in writing, request the said party of 
 the second part, its successor or successors, to purchase the 
 premises embraced herein, for the use and benefit of the 
 holders of all the outstanding bonds secured by this mort- 
 gage, the said party of the second part, its successor or suc- 
 cessors, is and are fully authorized, in its or their discretion, 
 to make such purchase, and having so purchased said prem- 
 ises, the right and title thereto shall vest in the said party 
 of the second part, its successor or successors, in trust to 
 dispose of the same in such manner as the holders of three- 
 fourths of said outstanding bonds secured by this deed of 
 trust or mortgage shall, in writing, request or direct. 
 
 Article (Jltodftl). — Any request in writing or other instru- 
 ment required by this indenture to be signed or executed by 
 the holders of bonds secured hereby may be in any number 
 of concurrent instruments of similar tenor and may be signed 
 or executed by such holders in person or by attorney in fact. 
 
 Proof of the due execution of any such request or other 
 instrument by the holders of the requisite amount of bonds 
 shall be sufficient for the purposes of this identure if it shall 
 be made to appear in the manner hereinafter provided, that 
 the persons so executing such request or other instrument 
 were contemporaneously the holders of the requisite amount 
 of bonds on or after the date of the execution of such request 
 or other instrument by such holders. 
 
 The fact and date of the execution by any person of an>r 
 
27 
 
 such request or other instrument may be proved by the cei 
 tificate of a notary public or other officer authorized to take 
 acknowledgments of deeds, to be recorded in New York, that 
 the person signing such request or other instrument acknowl- 
 edged to him, on the date thereof, the execution thereof, or 
 by an affidavit of the witness of such execution. 
 
 The holding and date of holding of bonds by any person 
 executing any such request or other instrument as the holder 
 of bonds issued hereunder, and the amounts and issue num- 
 bers of the bonds held by such person, may be proved by a 
 certificate in writing executed by any depositary approved by 
 the party of the second part (such statement being acknowl- 
 edged by such depositary before an officer authorized to take 
 acknowledgments of deeds, to be recorded in New York), 
 showing that such person held on deposit with such depositary 
 the bonds described in such certificate at the date therein 
 mentioned, such proof shall be conclusive in favor of the party 
 of the second part with regard to any action taken by it 
 under such request or other instrument. 
 
 Article — The party of the first part hereby cove- 
 
 nants, promises and agrees to and with the party of the sec- 
 ond part and its successors, that it will well and truly pay the 
 said bonds which these presents are executed to secure, and 
 the interest due and to grow due thereon, according to the 
 true tenor thereof and hereof; and also that it will not at any 
 time or in any manner take, apply for, or avail itself of any 
 stay of proceedings, or plead, use, interpose or take advan- 
 tage of any extension law, stay law, valuation law, redemption, 
 law or any other law of the States in which such property is 
 or may be located, now in force, or which may hereafter be 
 in force, in said States, and which may in any way alter, affect, 
 impair or impede the rights or remedies of the holders of 
 said bonds, or of the said party of the second part, or of its 
 successors, as herein declared, or which shall affect or change 
 the time, place, means, or mode of perfecting, enjoying, or 
 enforcing any of such rights, interests, or remedies, as the 
 same are herein declared and set forth. 
 
28 
 
 Article iTonrteentl). — i. The party of the first part further 
 covenants and agrees with the party of the second part and 
 its successors that it will pay or cause to be paid all taxes, 
 charges, or assessments imposed or assessed, or which may 
 hereafter be imposed or assessed, upon its premises and prop- 
 erty covered by this indenture; and will pay and discharge 
 all claims of every name and nature which may hereafter be- 
 come a lien upon the property hereby conveyed, or any part 
 thereof, prior or superior to this indenture ; and that when 
 and as the interest coupons annexed to the bonds secured 
 hereby become payable and are paid by the party of the first 
 part, or by any person or corporation for or on its behalf, they 
 shall be canceled ; and that no purchase or sale of any of the 
 said coupons or interest, separate from the bonds from which 
 such coupons have been detached or on which such interest 
 shall accrue, and no advance or loan upon the same, and 
 no redemption of any coupons or interest by or on behalf 
 of the party of the first part, shall, as between the pur- 
 chasers or assignees of such coupons or interest and the 
 holders of the said bonds, operate as keeping the said cou- 
 pons or interest alive or in force as a lien upon the mort- 
 gaged premises ; but all coupons or interest purchased, re- 
 deemed, or assigned separate from the bonds from which such 
 coupons are detached, or on which such interest shall accrue, 
 shall, at all times, be subordinated in lien to and be paid only 
 after payment in full of all the bonds issued hereunder, together 
 with the coupons thereon and the interest due the holders 
 thereof. 
 
 2. The party of the first party further covenants and agrees 
 that it will maintain the railroad, terminal facilities, premises 
 and property hereby mortgaged with all necessary equipment 
 and rolling stock, in good order and condition, and keep all 
 structures and insurable property hereby mortgaged well and 
 sufficiently insured, and that in case of loss or injury by fire 
 the proceeds of insurance shall be set apart from all other 
 funds and used only in repair or in renewal of the property 
 injured or destroyed, or for construction, improvements or 
 equipment of any part of the railroad or property included 
 or to be included in this deed of trust or mortgage. 
 
29 
 
 Article ififteetUl) — It is hereby understood and provided 
 that the party of the second part, trustee hereunder, or any 
 future trustee under this indenture may resign and discharge 
 itself or himself of the trusts created by these presents, by 
 notice in writing to the party of the first part, and to any 
 other existing trustee or trustees, sixty days before such 
 resignation shall take effect, or by such shorter notice as 
 said party of the first part and such other trustee or trus- 
 tees may accept as adequate, and upon due and proper 
 accounting in respect to its or his trusteeship, ' and execu- 
 tion of the conveyances hereinafter required. Any vacancy 
 in the office of any such trustee, occurring in any manner 
 or at any time, may be filled by appointment of the party 
 of the first part, provided that such appointment shall be 
 ratified and approved by any judge for the time being 
 of the Circuit Court of the United States for the Southern 
 District of New York, and notice to the bondholders shall 
 be published in two newspapers of general circulation in the 
 city of New York for thirty days, specifying the time and 
 place of the application for such approval and ratification, 
 which appointment and order ratifying and confirming the 
 same shall be filed with the new trustee and the party of the 
 first part ; and thereupon the trustee or trustees so appointed 
 shall become vested, in common with any surviving or con- 
 tinuing trustee, with all the powers and authorities granted to- 
 or conferred upon the party of the second part by these 
 presents, and all the rights and interests requisite to enable it 
 or him to execute the purposes of this trust, without any fur- 
 ther assurance or conveyance; but the surviving or continuing 
 trustee, if any, shall immediately execute all such convey- 
 ances and instruments as may be fit or expedient for the pur- 
 pose of conveying and assuring the legal estate in the prem- 
 ises to the trustee so appointed jointly with itself; and in 
 like manner any trustee so resigning or removed shall imme- 
 diately execute a deed or deeds of conveyance to vest all his 
 or its right and interest in the said trust property in such 
 new trustee jointly with any remaining trustee and upon 
 the trusts herein expressed. In case it shall at any time. 
 
30 
 
 hereafter prove impracticable to fill any vacancy which may 
 have occurred in said trust in manner as aforesaid, application 
 on behalf of all the holders of the bonds secured hereby may 
 be made by the surviving or continuing trustee, or if the 
 trust be wholly vacant, by holders of the said bonds to the 
 aggregate amount of one hundred thousand dollars, to any 
 court of competent jurisdiction, for the appointment of a 
 new trustee or trustees; and upon such application a majority 
 in interest of the said bondholders shall be entitled to nomi- 
 nate the corporation or corporations, person or persons to be 
 so appointed by such court, and their said nominee or nomi- 
 nees shall be appointed without giving other security than its, 
 his, or their acceptance of such trust. And it is further 
 provided that in case of the appointment of two or more 
 trustees under this indenture, the said new trustees shall not 
 be in any manner responsible for any default or misconduct 
 of each other, and that the present party of the second part 
 and any new trustees shall be entitled to just compensation 
 for all services which it, he, or they may hereafter render in 
 the said trust as hereinafter provided. 
 
 Article 5i£teeutl). — No bond shall bevalid as secured under 
 this mortgage or deed of trust, except such as shall be au- 
 thenticated by the certificate of the trustee or trustees in- 
 dorsed thereon, signed by said trustee or trustees. 
 
 Article Qeoentecntl). — In case any bonds issued hereunder 
 become mutilated or destroyed, it shall be lawful for the party 
 of the first part to issue new bonds of like tenor and date and 
 bearing the same serial numbers, and the officers of the party 
 of the first part for the time being may sign, and the trustee 
 may certify the same, for delivery in exchange for ( or in lieu 
 of bonds so mutilated or destroyed ; but the party of the first 
 part may require such proof of loss and such indemnity as it 
 shall deem proper. 
 
 Article (£igl)teentl). — The party of the first part, its succes- 
 sors or assigns, shall always, keep, at its expense, in the city 
 
of Philadelphia and city of New York, a register of the bonds 
 to be issued under these presents, in which any holder of any 
 of said bonds shall be entitled, on presentation thereof, to reg- 
 istration of the name and address of such holder and of the 
 numbers of any bonds held by such holder. 
 
 Article Nitteteeutl). — The said party of the second part, 
 trustee hereunder, and its successor or successors in this 
 trust shall not be responsible for the acts of any agent or at- 
 torney employed by it or them in pursuance hereof, nor for 
 anything whatever in connection with this trust, except its or 
 their own willful misconduct or gross negligence, anything 
 in this indenture or in the bonds issued hereunder to the con- 
 trary thereof notwithstanding; nor shall the said trustee, its 
 successor or successors, be obliged to take any action here- 
 under which in its opinion will be liable to render it subject 
 to expense or liability, until reasonable indemnity to its satis- 
 faction shall have been given to it. The said trustee, or its 
 successor or successors, shall be entitled to and shall have 
 proper compensation for all services it may render in connec- 
 tion with the trust, and the trustee shall also be entitled to 
 receive reimbursement for necessary or reasonable expenses 
 in the employment of counsel or otherwise, in protecting or 
 in executing the trust hereby created. The party of the first 
 part agrees to pay such compensation and expenses, and the 
 party of the second part shall have a lien therefor upon the 
 trust estate. 
 
 Article (fointietl). — The said party of the first part, for itself 
 and its successors, hereby covenants to make, execute, and de- 
 liver all such other and further instruments, deeds, or inden- 
 tures as may be necessary to enable the corporation or corpo- 
 rations, person or persons, so appointed to execute the trust 
 hereby created, as fully and perfectly in all respects as it, he 
 or they could have executed the same if originally a party to 
 this indenture, and also to execute and deliver any further 
 and reasonable and necessary deed or deeds, conveyance or 
 conveyances, to said trustee, its successor or successors, for 
 
32 
 
 the more fully defining, designating, and describing the rail 7 
 roads and premises herein conveyed, and for the more fully 
 securing the payment of said bonds, particularly for the con- 
 veyance of any railroads, lands, property or premises, or any 
 right or interest therein, acquired by said party of the first 
 part, or its successor or successors, subsequent to the date 
 hereof, pertaining to the premises conveyed by this inden- 
 ture, whether now owned by the party of the first part or 
 hereafter acquired. 
 
 Article ^tuentg -first. — It is a condition of this deed that 
 upon the cancellation of all of the bonds which shall have 
 been issued hereunder, and upon exhibiting the said bonds 
 canceled to the party of the second part, or upon deposit 
 with the party of the second part, when the principal of 
 said bonds shall have become due and payable, of the entire 
 amount of the principal moneys and accrued and unpaid 
 interest of all of said bonds issued hereunder which shall 
 not have been canceled and exhibited to the party of the 
 second part so canceled, the estate, title and interest of the 
 party of the second part, its successor or successors, shall 
 cease, determine and become void, and the party of the second 
 part shall, upon the written request of the party of the first 
 part, accompanied by a resolution of its board of directors,, 
 requesting the same forthwith at the cost and expense of the 
 party of the first part, its successors or assigns, enter satisfac- 
 tion of this mortgage upon the records, and shall do, make,, 
 execute and deliver such deeds, acts, instruments or assur- 
 ances as may be necessary to vest all the mortgaged premises 
 and property in the party of the first part, its successors or 
 assigns, free and discharged from the lien of these presents. 
 
 The party of the first part may, however, at any time until 
 this mortgage or deed of trust shall have been so satisfied and 
 the lien thereof discharged upon the records, issue and require 
 the party of the second part to certify and deliver new bonds,, 
 as hereinbefore provided, in lieu of and substitution for any 
 and all the bonds so paid or canceled : JJromfoft ahrmgs, That 
 
33 
 
 the total aggregate amount of the bonds at any time out- 
 standing and secured hereby shall not exceed ten million dollars. 
 
 * Article toentg-secotth. — The party of the second part here- 
 
 by accepts the trust herein created and covenants faithfully to 
 execute the same. 
 
 Article ^uientg-tljirh. — U3 tycreas, in order to expedite the 
 recording of this deed of trust or mortgage four counterparts 
 thereof are simultaneously executed, acknowledged, and deliv- 
 ered by the party of the first part to the party of the second part ; 
 
 No to, therefore, tl)is Jn&etUure further iJOitnessetl), That — 
 although four counterparts are simultaneously executed, ac- 
 knowledged, and delivered by the party of the first part to the 
 party of the second part, and the said party of the second part 
 in evidence of its acceptance of the trusts hereby created has 
 likewise simultaneously executed and acknowledged the same 
 to the end that all or any one or more thereof may be record- 
 ed — that any one or more of said counterparts so executed, 
 acknowledged, and delivered shall severally or collectively be 
 deemed to be an original and for all intents and purposes but 
 one instrument. 
 
 Article ®U)entietl)-fourtl). — It is understood and agreed that 
 the word “ trustee,” and the words “ party of the second part,” 
 when and as used in this deed of trust or mortgage, are in- 
 tended to refer to and describe, and shall be construed to 
 mean body or bodies corporate, or person or persons, which 
 or who, for the time being, shall be charged with the execu- 
 tion of these presents, whether the same be the said party of 
 the second part, or any successor or successors of the said 
 party of the second part in the trusts hereby created. 
 
 Frederick J. Kimball, president of the Norfolk and West- 
 % ern Railroad Company, is hereby authorized and appointed 
 
 by said corporation as its attorney to acknowledge this deed 
 as the act and deed of said corporation with the view of 
 } having the same recorded. 
 
 3n iJOitness tOljereof, The said parties hereto have caused 
 these present to be signed in their respective corporate names 
 
34 
 
 by their respective duly authorized officers, and sealed with 
 their respective corporate seals, attested by the signatures 
 of their respective secretaries, the day and year first above 
 written. 
 
 Seal 
 
 Norfolk and 
 (Western R. R. Co 
 
 Norfolk and Western Railroad 
 Company, 
 
 By 
 
 F. J. KIMBALL, 
 
 Attest : President. 
 
 A. J. Hemphill, 
 
 Secretary . 
 
 Seal \ 
 Mercantile 
 Trust Company. 
 
 \ 
 
 \ 
 
 The Mercantile Trust Company, 
 By 
 
 LOUIS FITZGERALD, 
 
 Attest : 
 
 President. 
 
 H. C. Deming, 
 
 Secretary . 
 
 Signed, sealed, and delivered 
 in the presence of 
 
 Note : — Interlineation of forty-two words com- 
 mencing on thirty-second line of page 33. 
 
 T. F. Barksdale, 
 David W. Flickwir. 
 
 State of birgitxia, | 
 
 Qlitg of Eoauoke, ( SSm 
 
 I, T. F. Barksdale, a notary public for the city and State 
 aforesaid, do certify that Frederick J. Kimball, with whom I am 
 personally acquainted and to me known to be the president of 
 the Norfolk and Western Railroad Company, whose name is 
 signed to the foregoing deed of trust or mortgage of the 
 Norfolk and Western Railroad Company, dated the fifteenth 
 day of December, A. D. 1890, has this day personally ap- 
 peared before me in my city aforesaid, produced before me the 
 said deed of trust or mortgage, and then and there acknowl- 
 edged the same before me, in my city aforesaid, and has fur- 
 ther acknowledged and declared that he executed the same as 
 
35 
 
 president of the Norfolk and Western Railroad Company, 
 and as its attorney, and for and on behalf of said company as 
 its and his voluntary act and deed, for the purposes therein 
 ' named, having as such president signed his name thereto, 
 
 and affixed the corporate seal of said company, and consented 
 that the same might be recorded ; and that he has caused 
 the same to be duly attested by A. J. Hemphill, the sec- 
 retary of said company ; all of which has been done by him 
 under and pursuant to the authority conferred on him by 
 the stockholders and board of directors of said Norfolk 
 and Western Railroad Company. 
 
 I do further 'certify that A. J. Hemphill, with whom I 
 am personally acquainted, and to me known to be the secre- 
 tary of the Norfolk and Western Railroad Company, whose 
 name is also signed to the foregoing deed of trust or mort- 
 gage dated the fifteenth day of December, A. D. 1890, 
 as hereinbefore referred to, has also this day personally 
 appeared before me, in my city, produced to me the said 
 deed of trust or mortgage, and then and there acknowl- 
 edged the same, and declared that, by the direction of Freder- 
 ick J. Kimball as president of the Norfolk and Western Rail- 
 road Company, and under and pursuant to the authority con- 
 ferred by the stockholders and board of directors of said com- 
 pany, he has duly attested the said deed of trust or mortgage, 
 and has signed his name to said attestation. 
 
 And on the same day personally came the said Frederick 
 J. Kimball and the said A. J. Hemphill, each of whom, being 
 duly and separately sworn, did depose and say that the said 
 Frederick J. Kimball is the president of the said Norfolk and 
 Western Railroad Company, and the said A. J. Hemphill is 
 the secretary of the said Norfolk and Western Railroad Com- 
 pany, and producing before me the foregoing deed of trust or 
 > mortgage they then and there signed the same and acknowl- 
 
 edged the same to be their voluntary act and deed and that 
 of the said company ; and did further say that they know the 
 f corporate name and seal of the said Norfolk and Western 
 
 Railroad Company, that the name and seal signed and affixed 
 to the foregoing deed of trust or mortgage are such name and 
 
3 ^ 
 
 seal, that the said name was signed and said corporate seal 
 was affixed to the foregoing deed of trust or mortgage by 
 order and authority of the stockholders and board of direct- 
 ors of the said company, and that they and each of them 
 signed his name thereto by the like order and authority as 
 president and secretary thereof. 
 
 Given under my hand and notarial seal 
 this fifteenth day of December, A. D. T890. 
 
 / Notarial Seal of 
 ■ T. F. Barksdale, 
 i Notary Public, 
 \ Roanoke City. 
 
 T. F. BARKSDALE, 
 
 Notary Public. 
 
 State of Virginia, \ 
 
 €itji of Uoattoke, i 
 
 I, T. F. Barksdale, a notary public for the city and State 
 aforesaid, do certify that Louis Fitzgerald, president of The 
 Mercantile Trust Company of New York, whose name is 
 signed to the foregoing deed of trust or mortgage of the 
 Norfolk and Western Railroad Company, dated the fifteenth 
 day of December, A. D. 1890, has this day personally appear- 
 ed before me, in my city aforesaid, and acknowledged the same 
 before me, in my city aforesaid, and has further acknowledged 
 and declared that he executed the same as president of The 
 Mercantile Trust Company of New York, and for and on be- 
 half of said company as its and his voluntary act and deed, 
 having as such president signed his name thereto, and affixed 
 the corporate seal of said company ; and that he has caused 
 the same to be duly attested by H. C. Deming, the secretary 
 of said company ; all of which has been done by him under 
 and pursuant to the authority conferred on him by the board 
 of directors of said The Mercantile Trust Company of New 
 
 York. 
 
 Given under my hand and notarial seal, 
 this fifteenth day ot December, A. D. 1890. 
 
 T. F. BARKSDALE, 
 
 Notary Public. 
 
State of Virginia, 1 ^ 
 
 <£itg of fioattoke, / 
 
 Before me, a notary public for the city and State aforesaid, 
 personally appeared, this fifteenth day of December, 1890, 
 Louis Fitzgerald, president of The Mercantile Trust Com- 
 pany of New York, whose name is signed to the foregoing 
 deed of trust or mortgage, and being by me duly sworn ac- 
 cording to law, did make oath in due form of law, that the 
 consideration of the foregoing deed of trust or mortgage is 
 true and bona fide as therein set forth, and at the same time 
 he also did make oath in due form of law, that he is the 
 president of The Mercantile Trust Company of New York, 
 and that as such he is the agent of that corporation for the 
 purpose of making this affidavit. 
 
 LOUIS FITZGERALD. 
 
 Sworn and subscribed before me, this 
 fifteenth day of December, 1890. Witness 
 my hand and notarial seal. 
 
 T. F. Barksdale, 
 
 Notary Public. 
 
 In the Clerk’s office of the Corporation Court of Roanoke 
 City, on the fifteenth day of December, 1890. 
 
 The foregoing deed of trust or mortgage from the Norfolk 
 and Western Railroad Company to the Mercantile Trust 
 Company, a corporation organized under the laws of the 
 State of New York, trustee, dated December 15th, 1890, 
 with certificates of acknowledgments thereto annexed, was 
 this day presented in said office, and the necessary tax on 
 recordation, ten thousand dollars having been paid to me, the 
 same is admitted to record at 11.19 A. M. 
 
 Teste: S. S. BROOKE, 
 
 Clerk of the Hustings Court of the city of Roanoke, Virginia. 
 
 Deed-book pages 
 
 Clerks fee for recordation, fifteen dollars, paid S. S. Brooke, 
 clerk. Duplicate. 
 
 Seal of 
 T. F. Barksdale, 
 Notary Public, 
 Roanoke City. 
 
 llirgmm. 
 

 
 
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