166 
 
 / 
 
 Complete 
 
 first /Ifoortgage, 
 
 Securing 
 
 #12,000,000 
 
 4 X A% Fifty-Year Gold Bonds. 
 Payable June 1, 1959. 
 
 Interest Payable June 1 and December 1. 
 
 FLORIDA EAST COAST RAILWAY 
 COMPANY 
 
 TO 
 
 BANKERS TRUST COMPANY, 
 
 THE LIBRARY Trustee. 
 
 OF THE 
 
 UNIVERSITY OF ILLINOIS 
 
 Dated June 1, 1909. 
 
 McIlroy & Emmet, 22 Thames Street. N. Y. 
 
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 TIbiS flnbenture Dated the first day of June, in the 
 year one thousand nine hundred and nine, between 
 
 Florida East Coast Railway Company, a corporation 
 created by and existing under the laws of the State of Florida, 
 hereinafter called the “ Railway Company,” party of the first 
 part, and 
 
 Bankers Trust Company, a corporation created by and 
 existing under the laws of the State of New York, hereinafter 
 called the “ Trustee,” party of the second part. 
 
 Whereas, The Railway Company is a corporation authorized 
 to own, construct, extend, maintain, and operate, a line of rail¬ 
 road from the northerly or westerly bank of the St. Johns River 
 at or near the city of Jacksonville, Duval County, to a point at 
 or near the city of Key West in Monroe County, passing through 
 the counties of Duval, St. Johns, Putnam, Volusia, Brevard, 
 St. Lucie, Dade, and Monroe, with branches, all within the State 
 of Florida; and 
 
 Whereas, Under and in compliance with the laws of the State 
 of Florida, the Railway Company has constructed and ex¬ 
 tended, and now owns, maintains and operates the said line of 
 railroad from a point at or near its terminus in Jacksonville, in 
 said Duval County, to and across the St. Johns River to a point 
 on the extension of said railway, south of Miami, known as 
 Knights Key, the present terminus of said railroad, with branches 
 and has under construction and partially completed a line of 
 railroad extending from said Knights Key to a point at or near 
 the City of Key West, including certain terminals at said Key 
 West, all within the State of Florida, as more particularly here¬ 
 inafter named; 
 
 Whereas, The Railway Company is authorized by law to 
 borrow such sums of money at such rates of interest and upon 
 such terms as it or its Board of Directors shall authorize or agree 
 upon and may deem necessary or expedient, and to execute 
 one or more trust deeds or mortgages therefor; and 
 
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2 
 
 Whereas, At a meeting of the Board of Directors of the 
 Railway Company, duly held, pursuant to due notice, at the 
 office of the Company, in the City of New York, on the seven¬ 
 teenth day of June, 1909, a quorum being present, resolutions 
 were duly adopted, including the following that is to say: 
 
 Resolved , That for the purposes of the extension of the railroad 
 of this Company to Key West, building branch lines, consoli¬ 
 dating with or leasing or purchasing other railroads or railroad 
 properties, as allowed by law, and for the purpose of improving, 
 equipping, providing betterments for, constructing, operating, 
 and maintaining the railroad and property of this Company 
 now owned or hereafter acquired, and for paying moneys 
 advanced therefor, and for paying moneys now owing by the 
 Railway Company, paying its existing indebtedness, retiring 
 its present outstanding bonds, and for its other lawful purposes,— 
 the Board of Directors of Florida East Coast Railway Company 
 do deem it necessary and expedient that the Railway Company 
 shall borrow, and do give authority and agree that it shall borrow, 
 such sum, not exceeding Twelve Million Dollars, and do issue 
 and dispose of its bonds for such amount so borrowed, and do 
 mortgage its property and franchises, to secure the payment of 
 said bonds—all as set forth in the proposed mortgage or deed of 
 trust, dated June 1, 1909, to Bankers Trust Company, as Trus¬ 
 tee, and now submitted to this meeting; and accordingly that 
 the President, or any Vice-President and the Secretary or 
 any Assistant Secretary of the Company be, and hereby they 
 are, authorized to execute and to issue and deliver bonds of 
 Florida East Coast Railway Company, dated June 1, 1909, 
 and payable fifty years after the date thereof, bearing in¬ 
 terest at the rate of four and one-half per cent per annum, 
 payable semi-annually in each and every year until the principal 
 shall have been fully paid; both the principal and interest to be 
 payable in gold coin of the United States of the present standard 
 of weight and fineness at the office or agency of the Railway 
 Company in the City of New York, without deduction for any 
 tax or taxes which the Railway Company or the Trustee may be 
 required to pay or retain therefrom under or pursuant to any pres¬ 
 ent or future law of the United States, or of any State, county or 
 municipality therein; such bonds to be coupon bonds, each for the 
 principal sum of $1,000, giving to the holder the right to register 
 the principal thereof and the right to convert the same into 
 registered bonds without coupons; and also registered bonds 
 without coupons, each for the principal sum of $1,000, and of such 
 multiples of $1,000 as from time to time may be prescribed by 
 the Railway Company by resolution of its Board of Directors, 
 subdivisible into registered bonds of any denomination not less 
 than $1,000, and also convertible into coupon bonds of that de¬ 
 nomination; and be it further 
 
3 
 
 Resolved, That the President or any Vice-President and the 
 Secretary or Assistant Secretary of Florida East Coast Railway 
 Company be, and hereby they are, authorized, in the name and 
 behalf of the Railway Company and under its corporate seal, 
 to execute and acknowledge, and to deliver to Bankers Trust 
 Company, a corporation of the State of New York, as Trustee, a 
 mortgage or deed of trust, dated June 1, 1909, mortgaging and 
 pledging any and all of the railroad, franchises and property, 
 now owned or hereafter acquired by the Railway Company, as 
 security for the said issue of bonds authorized by the foregoing 
 resolution; such mortgage or deed of trust to be substantially 
 in the form of a draft thereof now submitted to this meeting 
 and annexed to the minutes thereof; and be it further 
 
 Resolved, That the coupons attached to the coupon bonds to 
 be issued as aforesaid may be authenticated by the engraved 
 fac-simile signature of the present Treasurer, or of any future 
 Treasurer, of Florida East Coast Railway Company, it being 
 hereby intended that the Railway Company may adopt, and may 
 use for that purpose, the engraved fac-simile signature of any 
 person who shall have been such Treasurer, notwithstanding the 
 fact that he may have ceased to be such Treasurer at the time 
 when any such bond shall actually be certified and delivered; 
 and be it further 
 
 Resolved, That the President, or any Vice-President, and the 
 Secretary or Assistant Secretary of Florida East Coast Railway 
 Company be, and hereby they are, authorized in behalf of said 
 Company, to take all such action as from time to time may be¬ 
 come necessary or proper to carry these resolutions into effect. 
 
 And whereas, At a meeting of the stockholders of the Railway 
 Company duly held in the City of St. Augustine, State of Florida, 
 on June 19, 1909, this mortgage or deed of trust by the Rail¬ 
 way Company, of its railroad, property and franchises to secure 
 an issue of bonds for a principal sum not exceeding $12,000,000 
 duly was authorized, and written consent thereto duly was signed 
 on the record of such meeting by the holders of all of the capital 
 stock of the Railway Company; and 
 
 Whereas, The draft of mortgage or deed of trust sub¬ 
 mitted and approved at said meeting of the Board of Directors, 
 and at said meeting of the stockholders, of the Railway Company, 
 was of the form and tenor and date of this indenture; and 
 
 Whereas, The bonds to be secured by this indenture are to 
 be coupon bonds of the denomination of $1,000, numbered con¬ 
 secutively from 1 upwards, giving to the holder the right to 
 
4 
 
 register the principal thereof and the right to convert the same 
 into registered bonds without coupons; and also registered bonds 
 without coupons, each for the principal sum of $1,000, and of such 
 multiples of $1,000 as from time to time may be prescribed 
 by the Railway Company by resolution of its Board of Directors 
 or the Executive Committee thereof, the holder whereof shall 
 have the right to subdivide the same into such registered bonds 
 of any denomination not less than $1,000, or to convert the same 
 into coupon bonds of that denomination; and all such bonds from 
 time to time, as directed by the Board of Directors of the Rail¬ 
 way Company, to be executed in the name and behalf of the 
 corporation and under its corporate seal, by the President 
 or by any Vice-President, and by the Secretary or any Assistant 
 Secretary, of the Railway Company, and to be sub¬ 
 stantially of the following tenor—the number of each bond, and 
 the principal sum and the date of each registered bond without 
 coupons, having been inserted in the respective blanks therefor: 
 
 [form of coupon bond.] 
 
 No. $1,000 
 
 UNITED STATES OF AMERICA. 
 
 Florida East Coast Railway Company 
 First Mortgage 4J% 50-Year Coupon Gold Bond. 
 
 Know all men by these presents, That the Florida East 
 Coast Railway Company, a corporation, hereinafter called the 
 “ Railway Company,” for value received, promises to pay to 
 the bearer, or, if registered, to the registered holder of this bond, 
 one thousand dollars in gold coin of the United States of America, 
 on the first day of June, 1959, at the office or agency of the Rail¬ 
 way Company in the City of New York, N. Y., and to pay in¬ 
 terest thereon at the rate of four and one-half per cent per annum 
 from June 1, 1909, payable semi-annually at the said office or 
 agency, in like gold coin, on the first day of June and the first 
 day of December in each and every year until the payment of 
 said principal sum, but only upon presentation and surrender, 
 as severally they shall mature, of the coupons therefor annexed 
 hereto; such United States gold coin in every case to be of the 
 standard of weight and fineness as it existed June 1, 1909. 
 
 Both the principal and the interest of this bond are payable 
 without deduction for any tax or taxes which the Railway 
 Company or the Trustee may be required to pay or to retain 
 therefrom, under any present or future law of the United States, 
 or of any State or County or municipality therein. 
 
5 
 
 This bond is one of a series of First Mortgage Four and one- 
 half Per Cent 50-Year Gold Bonds (coupon and registered) of 
 the Railway Company for an aggregate principal sum not ex¬ 
 ceeding Twelve Million Dollars at any one time outstanding, 
 issued and to be issued under and in pursuance of, and all equally 
 secured by, a mortgage or deed of trust dated June 1, 1909, duly 
 executed by the Railway Company to Bankers Trust Company, a 
 corporation of the State of New York, as Trustee, of the property 
 and franchises mentioned in said mortgage or deed of trust, to 
 which reference hereby is made for a description of the property 
 and franchises mortgaged and pledged, the nature and extent of 
 the security, the rights of the holders of said bonds under the 
 same, and the terms and conditions upon which said bonds are 
 issued, received and held; the officers, directors and stockholders 
 of the Railway Company being expressly exempted, relieved and 
 absolved from any and all personal liability in respect of said 
 bonds, all such liability being hereby expressly waived. 
 
 This bond shall pass by delivery, unless registered in the 
 owner’s name on the books of the Railway Company, at its 
 office or agency in the City of New York, such registry being 
 noted on the bond. After such registration, no transfer shall be 
 valid unless made on the Railway Company’s books by the 
 registered owner, and similarly noted on the bond; but the same 
 may be discharged from registry by being transferred to bearer, 
 and thereafter transferability by delivery shall be restored, but 
 this bond may again from time to time be registered or trans¬ 
 ferred to bearer as before. Such registration, however, shall 
 not affect the negotiability of the coupons, which shall con¬ 
 tinue to be transferable by delivery merely. 
 
 The holder, also, at his option, may surrender for cancellation 
 this bond with the coupons for future interest thereon, in ex¬ 
 change for a registered bond without coupons, as provided in 
 said indenture. 
 
 This bond shall not become obligatory for any purpose until 
 it shall have been authenticated by the certificate, hereon en¬ 
 dorsed, of the Trustee under said indenture. 
 
 In witness whereof, the Florida East Coast Railway Company 
 has caused these presents to be signed by its President or one of 
 its Vice-Presidents, and its corporate seal to be hereunto affixed, 
 and to be attested by its Secretary, or an Assistant Secretary, 
 and coupons for such interest, with the engraved fac-simile 
 signature of its Treasurer, to be attached hereto, as of the first 
 day of June, 1909. 
 
 [l. s.] 
 
 Florida East Coast Railway Company, 
 By 
 
 President. 
 
 Attest. 
 
 Secretary. 
 
6 
 
 [form of registered bond.] 
 
 No. $ 
 
 UNITED STATES OF AMERICA. 
 
 Florida East Coast Railway Company. 
 
 First Mortgage 4£% 50-Year Registered Gold Bond. 
 
 Know all men by these presents, That the Florida East 
 Coast Railway Company, a corporation, hereinafter called the 
 “ Railway Company,” for value received, promises to pay to 
 
 or registered assigns, 
 dollars, in gold coin 
 
 of the United States of America, on the first day of June, 1959, 
 at the office or agency of the Railway Company in the City of 
 New York, N. Y., and to pay interest thereon from the first day 
 of June, or the first day of December, as the case may be, next 
 preceding the date hereof (unless this bond be dated June 1, or 
 December 1, and in that event from the date hereof), at the rate 
 of four and one half per cent per annum, semi-annually at said 
 office or agency, in like gold coin, on the first day of June 
 and the first day of December in each and every year until the 
 payment of said principal sum; such United States gold coin in 
 every case to be of the standard of weight and fineness as it 
 existed June 1, 1909. 
 
 Both the principal and the interest of this bond are payable 
 without deduction for any tax or taxes which the Railway 
 Company or the Trustee may be required to pay or to retain 
 therefrom, under any present or future law of the United States, 
 or of any State or County or municipality therein. 
 
 This bond is one of a series of First Mortgage Four and one-half 
 Per Cent. 50-Year Gold Bonds (coupon and registered) of the 
 Railway Company for an aggregate principal sum not exceeding 
 Twelve Million Dollars at any one time outstanding, issued and 
 to be issued under and in pursuance of, and all equally secured 
 by, a mortgage or deed of trust dated June 1, 1909, duly executed 
 by the Railway Company to Bankers Trust Company, a corpora¬ 
 tion of the State of New York, as Trustee, of the property and 
 franchises mentioned in said mortgage or deed of trust, to which 
 reference hereby is made for a description of the property and 
 franchises mortgaged and pledged, the nature and extent of the 
 security, the rights of the holders of said bonds under the same, 
 and the terms and conditions upon which said bonds are issued, 
 received and held; the. officers, directors and stockholders of the 
 Railway Company being expressly exempted, relieved and 
 absolved from any and all personal liability in respect of said 
 bonds, all such liability being hereby expressly waived. 
 
 This bond is transferable by the registered holder hereof, 
 in person or by attorney duly authorized, on the books of the 
 Railway Company, at its office or agency in the City of New 
 
7 
 
 York, upon surrender and cancellation of this bond; and there¬ 
 upon a new registered bond will be issued to the transferee in 
 exchange therefor, as provided in said indenture, and on pay¬ 
 ment, if the Railway Company shall so require, of the charge 
 therein provided for. This bond, also, in the manner prescribed 
 in said indenture, and upon payment of the charge therein pro¬ 
 vided for, is subdivisible into registered bonds of a denomination 
 not less than $1,000, and every registered bond is exchangeable 
 for coupon bonds for the same aggregate principal sum. 
 
 This bond shall not become obligatory for any purpose until 
 it shall have been authenticated by the certificate, hereon en¬ 
 dorsed, of the Trustee under said indenture. 
 
 In witness whereof, the Florida East Coast Railway Com¬ 
 pany has caused these presents to be signed by its President or 
 one of its Vice-Presidents, and its corporate seal to be hereunto 
 affixed, and to be attested by its Secretary or an Assistant 
 Secretary this .day of , 19 . 
 
 [l. s.] 
 
 Attest: 
 
 Florida East Coast Railway Company 
 By 
 
 President. 
 
 Secretary. 
 
 And whereas, There are to be attached to the said coupon 
 bonds, at the time of the issue thereof, coupons representing 
 the semi-annual installments of interest which are to become 
 due thereon, each of which coupons is to be substantially of the 
 following tenor, to wit: 
 
 [form of interest coupon, of-which the first is to be 
 PAYABLE DECEMBER 1, 1909.] 
 
 No. $22.50 
 
 On the first day of 
 
 Florida East Coast Railway Company will pay to bearer, at its 
 office or agency in the City of New York, N. Y., Twenty-two 
 50/100 Dollars, United States Gold Coin of the standard existing 
 June 1, 1909, without deduction for taxes, being six months’ 
 interest then due on its First Mortgage 4£% 50-Year Gold Bond, 
 No. 
 
 Treasurer 
 
 And whereas, Every registered bond without coupons shall 
 bear thereon an endorsement or notation in proper form setting 
 forth that such bond is issued in lieu of, or in exchange for, 
 coupon bonds bearing designated serial numbers, for $1,000 
 each, none of which is contemporaneously outstanding; and 
 
8 
 
 Whereas, On each of said coupon bonds, and on each of said 
 registered bonds without coupons, there is to be endorsed a 
 certificate of the Trustee, or its successor appointed hereunder, 
 that it is one of the bonds described in this indenture, and no 
 bond shall be secured by this indenture or shall be obligatory 
 for any purpose unless such certificate shall have been executed 
 by the Trustee or its successor appointed hereunder; said certifi¬ 
 cate to be substantially of the following tenor, to wit: 
 
 [form of trustee’s certificate.] 
 
 This bond is one of the bonds described in the within men¬ 
 tioned Indenture. 
 
 Bankers Trust Company, 
 
 Trustee. 
 
 By 
 
 And whereas, Each of the coupons to be attached to said 
 coupon bonds is to be authenticated by the engraved fac-simile 
 signature of the present Treasurer or of any future Treasurer 
 of the Railway Company, and the Railway Company may 
 adopt and may use for that purpose the engraved fac-simile 
 signature of any person who shall have been such Treasurer, 
 notwithstanding the fact that he shall have ceased to be such 
 Treasurer at the time when any such coupon shall be actually 
 certified and delivered, and such coupons shall be attached to 
 the bond; and 
 
 Whereas, All acts and things prescribed by law and by the 
 by-laws of the Railway Company have been duly performed 
 and complied with, and the Railway Company has executed this 
 indenture, and proposes to issue the bonds hereby secured, in the 
 exercise of each and every legal right and power in it vested: 
 
 1Ro\\\ therefore this Hn&enture TOtnessetb: 
 
 That in consideration of the premises and of the purchase and 
 acceptance of such bonds by the holders thereof, and of the sum 
 
9 
 
 of one dollar to it duly paid by the Trustee at or before the en¬ 
 sealing and delivery of these presents, the receipt whereof is 
 hereby acknowledged, and in order to secure the payment of 
 the principal and interest of all such bonds at any time issued and 
 outstanding under this indenture, according to their tenor and 
 effect, and the performance of all the covenants and conditions 
 herein contained, and to declare the terms and conditions upon 
 which such bonds shall be issued and received: 
 
 The Railway Company, party of the first part hereto, has 
 executed and delivered these presents, and has granted, bar¬ 
 gained, sold, aliened, remised, released, conveyed, confirmed, 
 assigned, transferred and set over, and by these presents does 
 grant, bargain, sell, alien, remise, release, convey, confirm, assign, 
 transfer and set over, unto 
 
 The Trustee, party of the second part, its successors and 
 assigns forever: 
 
 All and singular the entire railroad of the Railway 
 Company, viz.: 
 
 From the city of Jacksonville in Duval County in the State of 
 Florida, to the city of Key West in Monroe County in said State, 
 as the same is now located and constructed, in process of con¬ 
 struction and to be constructed, in or through the counties of 
 Duval, St. Johns, Putnam, Volusia, Brevard, St. Lucie, Dade 
 and Monroe; 
 
 And also all and singular the tenements, rights of way, ties, 
 rails, bridges, structures, fixtures, turn-tables, tracks, “ Y’s,” 
 rights of trackage, rights general and special, and contracts for 
 trackage now owned or which may hereafter be owned or ac¬ 
 quired by the said party of the first part. 
 
 Also all the lands, tenements, hereditaments acquired or 
 appropriated, or which may hereafter be acquired or appropriated 
 for the purposes of the said railway, and all easements there¬ 
 unto belonging or in anywise appertaining; 
 
 Also all railways, ways, rights of way, stations, station build¬ 
 ings, station grounds, stores, storehouses, section houses, tool 
 houses, tracks, sidings, turnouts, bridges, viaducts, culverts, 
 fences and other structures, water tanks and other fixtures; 
 
10 
 
 car houses, freight houses, wood houses, warehouses, machine 
 shops, paint shops, repair shops, store buildings, store structures, 
 buildings, erections and fixtures of every kind and nature what¬ 
 soever; leaseholds, leases, rights under leases or under contracts 
 or covenants or agreements, terms or parts of terms now held or 
 hereafter to be acquired for the use of said Railway or in con¬ 
 nection therewith, or in the business thereon; 
 
 Also all locomotives, engines, fixtures, cars and other rolling 
 stock and equipment now held or hereafter to be acquired; and all 
 machinery, stationary engines, pile drivers, hand cars, tool cars, 
 tools, implements, fuel and material whatsoever now held or here¬ 
 after to be acquired; and all other property, real, personal or mixed 
 now held or which may hereafter be acquired for or in connection 
 with the construction, operation, maintenance, repairing or re¬ 
 placement of the said railway or any part thereof, or as con¬ 
 venient or necessary for the uses or purposes'thereof; and all 
 rights, powers, privileges and franchises, tolls, rents, issues and 
 profits connected with or relating to the said railway or to the uses 
 and purposes thereof; 
 
 Also all and every other estate, right, title, interest, property 
 or thing which the said party of the first part owns and holds, 
 necessary or convenient for the use, occupation and en¬ 
 joyment of all or any of the said railways, leases and 
 property, rights, privileges and franchises, or any part 
 or portion thereof, of the main line of said railway extending 
 from a point in the city of Jacksonville, Duval County, to Key 
 West in Monroe County, a distance of five hundred and twenty- 
 two miles more or less; with branches from East Palatka to 
 Palatka, a distance of one mile and eighty hundredths of a mile; 
 and a branch from its main line near East Palatka to San Mateo, 
 a distance of three miles and four hundredths of a mile; and a 
 branch from its main line at Ormond across the Halifax river 
 to a point on the Atlantic Ocean, all in the town of Ormond and 
 in Volusia County aforesaid, a distance of one mile and seventy- 
 six hundredths of a mile; and a branch from New Smyrna to 
 Blue Springs in Volusia County, a distance of twenty-eight miles 
 and six hundredths of a mile; and a branch from its main line at 
 West Palm Beach in Dade County to the Atlantic Ocean, a 
 distance of one mile and forty-one hundredths of a mile; and a 
 branch from its main line in the city of Miami in Dade County 
 to Biscayne Bay, a distance of fifty-five hundredths of a mile; 
 being a total approximately of five hundred and fifty-eight miles, 
 of main line and branches; and also with that certain branch line 
 of railroad from the main line of said party of the first part at 
 South Jacksonville to Mayport, in Duval County, Florida, a 
 distance of about twenty-five miles; and also with that certain 
 branch line of railroad from the main line of said party of the 
 first part at Titusville, in Brevard County, Florida, to Enterprise 
 in Volusia County, Florida, a distance of about thirty-six miles; 
 
11 
 
 And also all the estate, right, title, interest and prop¬ 
 erty of the Railway Company of, in and to any and all lines 
 of railway, extensions and branches, including the franchises 
 appurtenant thereto, and any and all shops, depots, terminal 
 properties, rolling stock and other equipment, and any and all 
 harbor works, vessels and marine equipment, and any and all 
 other acquisitions, additions, improvements and betterments, 
 and any and all bonds, stocks and other property of every 
 kind or description, notwithstanding that the same are not 
 now particularly set forth in this indenture, which, from time 
 to time, in the manner hereinafter provided, shall be pur¬ 
 chased, acquired or constructed by the use of any of the bonds 
 secured by this indenture.' 
 
 Including in the railroads, franchises and properties sub¬ 
 ject to this indenture, any and all roadbed, superstructure, 
 rights of ways, rails, tracks, sidetracks, bridges, viaducts, 
 buildings, depots, stations, warehouses, car-houses, engine- 
 houses, freight-houses, machine shops and other shops, turn¬ 
 tables, w r ater-stations, fences, docks, structures, erections and 
 fixtures, and all other things of whatever kind in anywise or at 
 any time belonging or appertaining to any and every line of 
 railway at. any time subject to this indenture, or to any branch 
 thereof, or provided for use thereon, or in connection therewith; 
 and any and all lands designed for depots, warehouses or other 
 structures at any terminus, or on or along such lines of railway, 
 or upon or along any such branch; and any and all locomotives, 
 engines, cars and other rolling stock, equipment, machinery, 
 instruments, tools, implements, materials, furniture and other 
 chattels now or hereafter acquired or provided for use upon such 
 lines of railway or branches, and any and all property, 
 real or personal, of every kind and description, now or 
 hereafter acquired for use upon, or in connection with, 
 or for the purpose of, such lines of railw r ay, or any such 
 branch; and any and all corporate rights, privileges and 
 franchises which the Railway Company now has, or hereafter 
 can or shall acquire, possess or exercise, in, to, upon, or in respect 
 
12 
 
 of any such lines of railway or branches or any part thereof, 
 necessary for, or appertaining to, the construction, maintenance 
 or operation of such lines of railway or any such branch, or any 
 part thereof; and any and all the rents, issues, profits, tolls and 
 other income of such lines of railway, and of any and all such 
 branches; and also any and all the rights, privileges, franchises, 
 properties, real or personal, rights and things, which the Railway 
 Company may or shall hereafter possess, or become entitled to 
 possess, for the purposes of, or in connection with, such lines of 
 railway or any such branch. 
 
 Together with all and singular the franchises, rights and 
 privileges now or hereafter appurtenant to or used in connection 
 with the lines of railway or branches thereof above mentioned. 
 
 Saving and reserving, and not including, the lands or any 
 portion thereof granted or to be granted to the Railway Com¬ 
 pany by or under any act of the Legislature of the State of 
 Florida, or received by the Railway Company from Florida 
 Coast Line Canal and Transportation Company, or from the 
 Boston and Florida Land Company; and any lots or lands held 
 within the State of Florida for farming or for other than rail¬ 
 road purposes; and any lands heretofore or hereafter acquired, 
 except such part of such land as actually may be used for the 
 right of way of the Railway Company or for its business as a 
 common carrier. 
 
 Also all the right, title and interest of the Railway 
 Company in and to the following shares of stock the certifi¬ 
 cates for which are herewith delivered to and pledged with the 
 Trustee, to wit: 
 
 $12,500 (consisting of 125 shares, each of the par value of $100) 
 of the capital stock of Atlantic and East Coast Terminal Railway 
 Company, a corporation of the State of Florida. 
 
 $49,800 (consisting of 498 shares, each of the par value of 
 $100) of the capital stock of Jacksonville Terminal Company, a 
 corporation of the State of Florida. 
 
13 
 
 Also all property of every name and nature, from time to 
 time hereafter, by delivery or by writing of any kind, for the 
 purposes hereof, pledged, assigned or transferred by the Railway 
 Company or any one in its behalf to the Trustee, which hereby is 
 authorized to receive any property at any and all times, as and 
 for additional security, and also, when and as hereinafter pro¬ 
 vided, as substituted security, for the payment of the bonds 
 issued or to be issued hereunder, and to hold and apply any and 
 all such property according to the terms hereof. 
 
 Also all other property, real and personal, at any time ac¬ 
 quired by and for the Railway Company with bonds issued 
 hereunder, or with the proceeds of the sale of any of said bonds. 
 
 TTO bave attb to bOlb the premises, railroads, proper¬ 
 ties, real or personal, rights, franchises, estates and appurte¬ 
 nances, stocks and bonds, hereby conveyed and assigned, or in¬ 
 tended to be conveyed or assigned, or hereafter to be conveyed 
 or assigned, unto the Trustee, its successor or successors and 
 assigns, forever: 
 
 But ill trust, nevertheless, for the equal, proper and 
 proportionate benefit and security, severally and respectively, 
 of all and every the present and future holders of any and every 
 bond and interest obligation issued under and secured by 
 this indenture, as well all those now issued as all hereafter issued 
 in addition thereto or by way of substitution or exchange in 
 accordance with the terms of this indenture, and for enforcing 
 the payment thereof when payable, in accordance with the true 
 intent and meaning of the stipulations of this indenture and of 
 the said bonds and interest obligations respectively, without 
 preference, priority or distinction, as to lien or otherwise, of 
 any one bond over any other bond, by reason of priority in the 
 execution, delivery or negotiation thereof, and so that each and 
 every bond, issued and to be issued as aforesaid, shall have, 
 under and by this indenture, the same right, lien and privilege 
 
14 
 
 as every other bond of the issue; and so that the principal and 
 interest of every such bond shall, subject to the terms hereof, 
 be secured hereby equally and proportionately with every other 
 bond, as though all had been made, executed, delivered and 
 negotiated simultaneously with the execution and delivery of this 
 indenture; it being intended that the lien and security of all 
 such bonds shall take effect from the day of the date of this in¬ 
 denture, without regard to the date of actual issue, sale or dis¬ 
 position thereof; and so that the lien and security of this inden¬ 
 ture, and of all bonds issued hereunder, shall take effect from the 
 day of the date hereof, as though upon such day all such bonds 
 shall have been actually issued, sold and delivered to, and in 
 the hands of, innocent holders for value. 
 
 HnO It Is hereby expressly covenanteb that ail such 
 
 bonds, and the coupons for interest thereon, are to be issued, 
 certified, delivered, received and negotiated, and that the 
 mortgaged and pledged properties and franchises are to be 
 held by the Trustee, subject to the following further cove¬ 
 nants, conditions and provisions, viz.: 
 
 ARTICLE ONE. 
 
 Section 1. The amount of bonds hereby secured which may 
 be executed by the Railway Company, and which may be cer¬ 
 tified by the Trustee, is limited so that never at any time shall 
 there be outstanding bonds hereby secured for an aggregate 
 principal sum exceeding $ 12 , 000 , 000 . 
 
 From time to time the bonds to be secured hereby shall be 
 executed by the Railway Company and by it shall be delivered 
 for certification to the Trustee; and thereupon as provided in 
 this Article, and not otherwise, the Trustee shall certify and 
 shall deliver the same. In case any of the officers who, on be¬ 
 half of the Railway Company, shall have signed and sealed 
 any of the bonds issued under this indenture, shall die, or shall 
 cease to be such officers of the Railway Company, before the 
 bonds so signed and sealed shall have been actually certified 
 and delivered by the Trustee, nevertheless upon the request 
 
15 
 
 of the Railway Company such bonds may be issued, certified, 
 and delivered, as herein provided, as though the persons who 
 signed and sealed such bonds had not died or ceased to be such 
 officers of the Railway Company and also any bond may be signed 
 and sealed in behalf of the Railway Company by such persons 
 as at the actual date of the execution of the bond shall be the 
 proper officers of the Railway Company, although at the time 
 of the date of the bond such person shall not have been an officer 
 of the company. The coupons attached to the coupon bonds 
 shall be authenticated by the engraved fac-simile signature of 
 the present treasurer, or of any future treasurer of the Railway 
 Company, and for that purpose the Railway Company may 
 adopt and use the engraved fac-simile signature of any treasurer, 
 notwithstanding the fact that at the time when such bonds shall 
 be actually certified and delivered he shall have ceased to be the 
 treasurer of the Railway Company. 
 
 At the option of the Railway Company, from time to time, 
 any of such bonds may be executed, certified and delivered 
 originally either as coupon bonds or as registered bonds. The 
 coupon bonds each shall be for the principal sum of $1,000. The 
 registered bonds each shall be for the principal sum of $1,000, 
 and may be also for such principal sum, being a multiple of 
 $1,000, as shall have been authorized by the Board of Directors 
 of the Railway Company. Each coupon bond shall bear a 
 distinctive number, the numbers to be from 1 upwards serially. 
 A registered bond or bonds without coupons may be issued in 
 lieu of a like amount of coupon bonds, or in exchange therefor 
 or may be subdivided into registered bonds without coupons of a 
 denomination not less than $1,000, all as hereinafter provided. 
 On each registered bond without coupons there shall be en¬ 
 dorsed a statement substantially of the tenor hereinbefore 
 recited, specifying the distinctive numbers of the coupon bonds 
 in lieu of which or in exchange for which such registered bond 
 was issued; and whenever coupon bonds shall be issued 
 in exchange for a surrendered registered bond without 
 coupons, such coupon bonds shall be numbered to cor- 
 
16 
 
 respond with the distinctive numbers so endorsed upon the 
 surrendered registered bond. 
 
 The Trustee shall not certify or deliver any coupon bond hereby 
 secured, until all coupons thereof then matured shall have been 
 detached and shall have been canceled. The Trustee shall not 
 certify or deliver any registered bonds without coupons unless 
 the same shall have been dated as of the day of the actual 
 certification thereof, except as provided in Section 6 of this 
 Article One. 
 
 Every registered bond without coupons, either issued orig¬ 
 inally as such, or delivered as hereinafter provided in exchange 
 for a coupon bond or coupon bonds, shall bear interest from the 
 semi-annual interest date as herein specified next preceding the 
 date of certification, unless such date of certification be a semi¬ 
 annual interest date, in which case the bond shall bear interest 
 from the date of certification. 
 
 Only such of said bonds as shall bear thereon a certificate 
 substantially in the form hereinbefore recited, duly executed 
 by the Trustee, shall be secured by this indenture, or shall be 
 entitled to any lien or benefit hereunder. No such bond or 
 any coupon thereunto appertaining shall be valid for any pur¬ 
 pose until such certificate shall have been duly endorsed on such 
 bond. Such certificate of the Trustee upon any bond executed 
 by the Railway Company shall be conclusive and the only evi¬ 
 dence that the bond so certified was duly issued hereunder, and 
 is entitled to the benefit of the trust hereby created. 
 
 On request of the Railway Company, bonds shall be certified 
 and be delivered hereunder in advance of registration or re¬ 
 cording of this indenture; but the Railway Company with all 
 convenient speed shall cause this indenture duly to be recorded 
 as a mortgage upon railways. 
 
 Sec. 2. Of the bonds authorized to be issued under and se¬ 
 cured by this indenture, bonds for the aggregate principal sum 
 of ten million dollars ($ 10 , 000 , 000 ), shall be executed 
 by the Railway Company and shall be delivered to the Trustee 
 for certification, and by the Trustee forthwith shall be certified 
 and be delivered to the Railway Company from time to time upon 
 
17 
 
 the written order of the Railway Company signed by its Presi¬ 
 dent or Vice-President, and by its Treasurer or Secretary, under 
 the corporate seal, accompanied by a resolution of the Board of 
 Directors duly authorizing the same. 
 
 Sec. 3. Of the bonds authorized to be issued under and to 
 be secured by this indenture, bonds for the aggregate principal 
 sum of two million dollars ($ 2 , 000 , 000 ), shall be reserved 
 to be executed by the Railway Company and to be certified and 
 delivered by the Trustee from time to time after December 31, 
 1909, for some one or more of the purposes specified in this 
 section, but only as herein provided, and subject to the restric¬ 
 tions herein stated. 
 
 A. The purposes for which such reserved bonds from time 
 to time shall be executed, certified and delivered, and for which 
 such bonds or their proceeds may be used, are: 
 
 (a) The construction or acquisition after December 31, 
 1909, of branch or connecting lines of railroad and extensions; 
 and of harbor works, breakwaters, wharves, shops, depots, 
 terminal properties, rolling stock and other railroad equip¬ 
 ment, vessels and marine equipment, and other acquisitions, 
 additions, improvements and betterments, upon, along or apper¬ 
 taining to, or for the use in connection with, any lines of railway, 
 branches or terminal properties, or water transportation lines, 
 which, at the time of such construction or acquisition, shall 
 belong to the Railway Company and be subject to the lien of this 
 indenture, or shall belong to any other company of whose capital 
 stock at least eighty per cent in amount shall then be subject to 
 this indenture; and to reimburse the Railway Company for 
 sums expended by it, or by any such other company, after De¬ 
 cember 31, 1909, for any of the foregoing purposes. 
 
 (b) The acquisition after December 31, 1909, of shares of 
 the capital stock, bonds or other indebtedness of any company 
 owning any branch or connecting lines of railroad or exten¬ 
 sions or water transportation lines, or any shops, depots, terminal 
 properties, or harbor works or property, such as are specified in 
 the foregoing clause (a); provided that no bonds shall be used for 
 the purchase of shares of the capital stock, bonds or other in- 
 
18 
 
 debtedness of any company unless or until eighty per cent 
 of the entire capital stock of such company shall be acquired or 
 shall have been acquired, and that all the shares, bonds and 
 other indebtedness so acquired being at least eighty per cent of 
 the total amount thereof) shall become and shall be subject to 
 the lien of this indenture; and provided, further, that no shares, 
 bonds or other indebtedness issued or created by any such com¬ 
 pany after such eighty per cent of the capital stock thereof shall 
 have become subject to this indenture, shall be acquired under 
 this clause ( b ); but bonds may be certified and delivered under 
 the foregoing clause (a) in respect of any construction or acquisi¬ 
 tion such as is specified in said clause, by any such company, 
 and to reimburse the Railway Company for sums expended by it 
 after December 31, 1909, for any such acquisition. 
 
 B. The restrictions subject to which such reserved bonds 
 from time to time shall be certified and delivered, are as follows, 
 viz.: 
 
 (1) Before certifying and delivering bonds under this section, 
 there shall be delivered to the Trustee a copy of a resolution 
 of the Board of Directors of the Railway Company, certified 
 by its Secretary, calling for the certification and delivery of a 
 specified amount of such bonds, and directing the officers of 
 the Railway Company to set aside such amount of bonds or their 
 proceeds separate and apart from any other assets and funds of 
 the Railway Company, and to use the same only for purposes 
 authorized by this section. 
 
 (2) In each calendar year after December 31, 1909, there shall 
 be so certified and delivered out of such reserved bonds, such 
 amount as in the aggregate (except as next hereinafter stated) 
 shall not exceed 1500,000 par value in any calendar year, as 
 from time to time shall be called for in such resolutions. In 
 case in any year the Railway Company shall not have received 
 all of the $500,000 of bonds deliverable to it as aforesaid, the 
 bonds not so delivered shall be deliverable, and upon its re¬ 
 quest shall be delivered, to it in any succeeding year irrespective 
 of the amount of bonds (if any) which otherwise may be de¬ 
 liverable to it in such year as aforesaid. In every instance of 
 the delivery of bonds under this section, after the first delivery 
 
19 
 
 of such bonds, the Trustee, before certifying or delivering any of 
 the bonds reserved under this section, shall require the Railway 
 Company to furnish, in addition to such resolution of its Board 
 of Directors, the certificate or certificates of some officer or officers 
 of the Railway Company, stating: 
 
 (а) That all bonds certified and delivered under this 
 section in respect of which no such certificate previously 
 shall have been furnished, and the proceeds of all such 
 bonds, have been actually used, or actually appropriated 
 and set aside for liabilities actually incurred, for said pur¬ 
 poses or for some one or more of them, or to reimburse the 
 Railway Company as aforesaid—indicating the particular 
 branches, extensions, terminals, harbor works or properties, 
 rolling stock, vessels, or other property, acquired or con¬ 
 structed or contracted for, or the stock, bonds or other in¬ 
 debtedness of any other company acquired, and the kind or 
 class of betterments or improvements made or contracted 
 for, and the amount of bonds or proceeds of bonds or other 
 cash, used or applied or actually appropriated and set aside 
 for each such purpose; 
 
 (б) That the price paid or liability incurred for such con¬ 
 struction, or for such acquisition, betterments or improve¬ 
 ments, was not in excess of the fair value of such property 
 or of such work, and that the bonds included in such 
 certificate were sold, disposed of or otherwise accounted for, 
 at not less than their fair market value at the time of such 
 sale, disposition or accounting; 
 
 (c) That no part of such certified expenditures or lia¬ 
 bilities was included in any previous certificate furnished 
 hereunder, or was made or reimbursed or provided for out 
 of any bonds or moneys received by the Railw r ay Company 
 under any other provision of this indenture; 
 
 (d) That no part of the expenditures certified in such 
 certificate was included in the operating or maintenance 
 expenses charged by the Railway Company; 
 
 (e) In case such certificate shall show the acquisition 
 of, or any contract for, new property, then such certificate 
 
20 
 
 also shall state whether such new property is known or 
 believed to be, or that when acquired such new property will 
 be, subject to any lien or charge prior to this indenture, 
 except undetermined liens or ordinary operating accounts 
 or charges incidental to construction, and such certificate 
 shall specify the amount of any such prior lien or charge 
 (other than as aforesaid) known or believed to exist or in¬ 
 tended or expected to be created; 
 
 (/) Any such certificate under this section may state any 
 other facts pertaining to the right to certify and deliver 
 bonds hereunder. The same officer or officers of the Rail¬ 
 way Company need not certify to all the facts required to 
 be certified under the provisions of this section, but dif¬ 
 ferent officers may certify to different facts respectively. 
 
 (3) The Railway Company covenants that none of the re¬ 
 served bonds deliverable after December 31, 1909, pursuant to 
 this Section 3, or the proceeds thereof, shall be certified and de¬ 
 livered for or in respect of the construction or acquisition of 
 property subject to any lien or charge so certified, (a) unless or 
 until the Railway Company shall have delivered to the Trustee a 
 certificate as in this section provided, stating the amounts of any 
 such liens or charges, and shall have deposited with the Trustee, 
 an amount of bonds hereby secured equal at par to the aggregate 
 amount of such certified liens and charges; or ( b ) unless or until 
 such lien or charge shall be subject to or shall be subjected to the 
 lien hereof. Whenever thereafter any of such certified in¬ 
 debtedness, liens and charges shall be paid or be satisfied, or 
 shall be acquired and be subjected to the lien hereof, then an 
 equal amount at par of the bonds hereby secured so deposited 
 with the Trustee under this clause shall be redelivered by the 
 Trustee to the Railway Company or upon its order, so that the 
 amount of such bonds held by the Trustee under this clause at 
 all times shall be equal to the amount of such indebtedness, liens 
 and charges remaining unsatisfied or not subjected to the lien 
 hereof. No bonds issuable under this Section 3 shall be certified 
 and delivered by the Trustee unless or until in respect of any such 
 
21 
 
 lien or charge so certified the Railway Company shall have 
 complied with the provisions of this clause (3). 
 
 (4) The Railway Company covenants that whenever all the 
 bonds reserved under this section shall have been certified 
 and delivered to, and used by, the Railway Company, it will 
 execute and deliver to the Trustee a similar certificate indicating 
 the particular application of all such bonds, or proceeds of such 
 bonds, in respect of which the Railway Company shall not there¬ 
 tofore have furnished such certificate to the Trustee. 
 
 (5) Every such certificate furnished under this section, un¬ 
 less signed, first, by the President or a Vice-President or the 
 General Manager or the Chief Engineer, and, secondly, by the 
 Comptroller or Auditor or Treasurer, of the Railway Company, 
 shall have endorsed thereon, or shall be accompanied by, a 
 written statement of one of the officers “ first ” above desig¬ 
 nated, and one of the officers “ secondly ” above designated, that 
 they believe that such certificate is true, and that such bonds or 
 their proceeds have been used, and the expenditures certified 
 have been made, only for purposes authorized by this section. 
 A certificate signed by one of the officers “ first ” above desig¬ 
 nated and one of the officers “ secondly ” above designated, or 
 a certificate having endorsed thereon or annexed thereto a 
 written statement of such officers in the form in this paragraph 
 specified, shall be received by the Trustee as conclusive evidence 
 of any facts pertaining to the right to certify and deliver bonds 
 pursuant to this section. 
 
 When any bonds or certificates for shares of stock or other 
 indebtedness shall have been acquired under the provisions of 
 this section, such bonds, and such certificates of stock, en¬ 
 dorsed for transfer in blank, and the assignments of such other 
 indebtedness, shall be delivered to the Trustee hereunder, 
 together with the said statements and certificates. 
 
 The Railway Company shall execute or shall cause to be 
 executed any conveyances or instruments of further assurance 
 that may be necessary for the purpose of subjecting to the lien 
 and operation of this indenture any new property so acquired by 
 the Railway Company, and, so far as may be, any indebtedness, 
 liens or charges so taken up or acquired by use of said bonds; 
 
22 
 
 and, also, shall furnish the written opinion of counsel for the 
 Railway Company to the effect that such conveyances or other 
 instruments are sufficient for that purpose, or, in lieu of such 
 instruments of further assurance, the Railway Company shall 
 furnish a written opinion of counsel that no conveyance or in¬ 
 strument of further assurance is necessary for the purpose afore¬ 
 said. Such resolutions, statements, certificates and opinion shall 
 be deemed, and shall be taken to be, full authority and pro¬ 
 tection to the Trustee for its certification of such bonds under 
 the foregoing provisions of this section. 
 
 Sec. 4. Whenever, under Section 3 of this Article, the Rail¬ 
 way Company shall be entitled to reimbursement out of bonds 
 hereby secured or their proceeds, the Railway Company may 
 take and accept such bonds at prices to be fixed by resolution 
 of the Board of Directors, but not in any case less than the 
 average market price for such bonds on the New York Stock 
 Exchange during the previous calendar month (if there be 
 any such market price for such bonds) in settlement and discharge 
 of its claim to be reimbursed; and the bonds so taken and ac¬ 
 cepted by the Railway Company shall be held and may be used by 
 it for its general corporate purposes, freed and discharged from 
 all restrictions and provisions of said Section 3 as though such 
 bonds had been sold at such price and the proceeds paid over to 
 the Railway Company. If there be no such market price for 
 such bonds, the Railway Company may take and accept bonds 
 as aforesaid at not less than eighty per cent of their par value. 
 
 Sec. 5. Whenever any coupon bond or bonds, issued under 
 and secured by this indenture, together with all unmatured 
 coupons thereto belonging, shall be surrendered for exchange 
 for a registered bond or registered bonds without coupons, 
 the Railway Company shall execute, and the Trustee shall 
 certify, and in exchange for such coupon bond or bonds shall 
 deliver, registered bonds, or one registered bond, without 
 coupons, for the like aggregate principal sum. Every regis¬ 
 tered bond or bonds without coupons so delivered in exchange 
 for a coupon bond or coupon bonds, shall bear interest from 
 
23 
 
 the semi-annual interest date as therein specified next preced¬ 
 ing the date of certification thereof (unless the bond be dated 
 June 1 or December 1, in which case it shall bear interest from 
 the date thereof), and shall have endorsed thereon the distinctive 
 serial number or numbers of the coupon bond or bonds in ex¬ 
 change for which such registered bond is issued. 
 
 Whenever any registered bond or bonds without coupons, 
 together with a written instrument of transfer in a form ap¬ 
 proved by the Railway Company, executed by the registered 
 holder, shall be surrendered for exchange for a coupon bond or 
 bonds, the Railway Company shall issue, and the Trustee shall 
 certify, and, in exchange for such registered bond or bonds with¬ 
 out coupons, shall deliver,' a coupon bond or coupon bonds for 
 the like aggregate principal sum, with the coupons maturing on 
 and after the date when the next semi-annual installment of 
 interest would have been payable on such surrendered bond 
 or bonds; and every coupon bond so issued shall bear a serial 
 number corresponding with or included within the number or 
 numbers endorsed upon the surrendered bond or bonds. 
 
 In every case of any such exchange, the Trustee forthwith 
 shall cancel the surrendered bond or bonds and coupons and 
 shall deliver the same to the Railway Company. 
 
 Whenever any registered bond without coupons shall be 
 surrendered, transferred and canceled, as provided in Section 
 3 of Article Two hereof, the Railway Company, upon request 
 therefor, shall issue to the registered holder thereof or to his 
 transferee as requested, and the Trustee shall certify and shall 
 deliver, registered bonds, or one registered bond, without cou¬ 
 pons, having endorsed thereon coupon-bond number or num¬ 
 bers corresponding with those endorsed upon the surrendered 
 bond, and for the like aggregate principal sum. 
 
 For (1) any exchange of coupon bonds for registered bonds, 
 and for (2) any exchange of registered bonds without coupons 
 for coupon bonds, and for (3) any transfer or subdivision of regis¬ 
 tered bonds without coupons—the Railway Company, at its op¬ 
 tion, may require the payment of a sum sufficient to reimburse 
 it for any stamp tax or other governmental charge, and in addition 
 thereto, such further sum as may be necessary to meet other 
 
24 
 
 expense connected therewith; such further sum, however, not 
 to exceed one dollar for each new coupon bond or registered bond 
 without coupons issued upon such exchange or transfer or sub¬ 
 division. 
 
 Sec. 6. In case any coupon bond issued hereunder with the 
 coupons thereto appertaining, or any registered bond without 
 coupons, shall become mutiliated or be destroyed, the Railway 
 Company, in its discretion, may execute, and thereupon the 
 Trustee shall certify and deliver, a new bond of like tenor and 
 date (including coupons in case of a coupon bond), bearing or 
 having endorsed thereon the same serial number or numbers, 
 in exchange and substitution for, and upon cancellation of, the 
 mutilated coupon bond and its coupons, or the mutilated regis¬ 
 tered bond without coupons, or in lieu of and substitution for 
 the coupon bond and its coupons or the registered bond without 
 coupons so destroyed, upon receipt of satisfactory evidence of 
 the destruction of such coupon bond and its coupons, or of such 
 registered bond without coupons, and upon receipt also of 
 satisfactory indemnity. 
 
 Sec. 7. Pending the preparation of the definitive bonds to 
 be issued under and secured by this indenture, the Railway Com¬ 
 pany may execute and deliver printed bonds without coupons 
 substantially in the form of the registered bonds hereinbefore 
 recited, in amounts of $1,000 or of any multiple of $1,000, and 
 each of said bonds shall be marked “ Temporary Bond.” 
 
 Such temporary bonds shall be duly authenticated and de¬ 
 livered by the Trustee in the same manner as herein provided 
 in respect of the definitive bonds to be issued under this in¬ 
 denture; and such certificate of the Trustee shall be conclusive 
 and the only evidence that such temporary bond so certified 
 has been duly issued hereunder, and that the holder thereof 
 is entitled to the benefit of the trusts hereby created. 
 
 Such temporary bonds duly issued and certified hereunder 
 shall be exchangeable, from time to time, at the office of the 
 Trustee in the City of New York, without expense to the holder, 
 for definitive engraved or lithographed bonds, secured hereby, 
 of the denominations hereinbefore specified. Such temporary 
 
25 
 
 bonds, until definitive engraved bonds are prepared for delivery, 
 shall be exchangeable for other temporary bonds of a 
 like principal amount, whether of the same or of different de¬ 
 nominations. Immediately upon any such exchange, such 
 temporary bonds shall be cancelled by the Trustee and be de¬ 
 livered to the Railway Company. Until so exchanged, said 
 temporary bonds shall in all respects be entitled to the lien and 
 security of these presents. 
 
 Without unnecessary delay the Railway Company will 
 execute and will furnish such engraved bonds, to be exchanged 
 for said temporary bonds, upon surrender thereof to the Trustee. 
 
 Sec. 8. Nothing in this- indenture, or in the bonds issued 
 hereunder, expressed or implied, is intended, or shall be con¬ 
 strued, to give to any person or corporation other than the 
 parties hereto and the holders of bonds issued under and se¬ 
 cured by this indenture, any legal or equitable right, remedy 
 or claim under or in respect of this indenture, or under any 
 covenant, condition or provision herein contained; all its cove¬ 
 nants, conditions and provisions being intended to be, and 
 being, for the sole and exclusive benefit of the parties hereto, 
 and of the holders of the bonds hereby secured. 
 
 ARTICLE TWO. 
 
 The Railway Company covenants as follows: 
 
 Section 1 . Duly and punctually it will pay the principal 
 and the interest of every bond issued under this indenture, at 
 the dates and the place and in the manner mentioned in such 
 bonds or in the coupons thereto belonging, according to the 
 true intent and meaning thereof, without deduction from either 
 principal or interest for any tax or taxes which the Railway 
 Company or the Trustee may be required to pay or to retain there¬ 
 from, under or by reason of any present or future law of the United 
 States, or of any state or county or municipality therein. The in¬ 
 terest on the coupon bonds shall be payable only upon presentation 
 and surrender of the several coupons for such interest as they 
 respectively mature, and when paid such coupons shall forth- 
 
26 
 
 with be canceled. The interest on the registered bonds with¬ 
 out coupons shall be payable only to the registered holders 
 thereof. 
 
 Sec. 2. All railways, franchises and other property of every 
 kind, in respect of the acquisition or construction whereof 
 bonds under this indenture hereafter shall be certified and be 
 issued as hereinbefore provided, and all franchises and other 
 property of every kind, as described and to the extent provided 
 in the granting clauses of this indenture, which hereafter may be 
 acquired by the Railway Company, immediately upon the ac¬ 
 quisition thereof by the Railway Company, and without any 
 further conveyance or assignment, shall become and shall be 
 subject to the lien of this indenture as fully and completely as 
 though now owned by the Railway Company, and specifically 
 described in the granting clauses hereof; but at any and all 
 times the Railway Company will execute and deliver any and 
 all such further assurances or conveyances or assignments thereof 
 as the Trustee may reasonably direct or require, for the purpose 
 of expressly and specifically subjecting the same to the lien of 
 this indenture; and also it will do, execute, acknowledge and 
 deliver, or wall cause to be done, executed, acknowledged and 
 delivered by any other corporation or person obligated to the 
 Railway Company so to do, all and every such further acts, 
 deeds, conveyances, mortgages and transfers and assurances in 
 the law, as the Trustee shall reasonably require, for the better 
 assuring, conveying, mortgaging, assigning and confirming unto 
 the Trustee, all and singular the hereditaments and premises, es¬ 
 tates and property hereby conveyed or assigned, or intended so 
 to be, or which the Railway Company may hereafter become 
 bound to convey or assign to the Trustee. 
 
 But nothing in this indenture expressed or implied is in¬ 
 tended, or shall be construed, to limit the right or power of 
 the Railway Company, hereby distinctly reserved, by the use 
 of its credit or in any manner other than by the use of bonds 
 hereby secured, or their proceeds, to construe* or acquire other 
 lines of railway, branches or extensions, or interests therein, 
 or other property, free from the lien of this indenture. 
 
27 
 
 Sec. 3. The Railway Company, at an office or agency to 
 be maintained by it in the City of New York, will keep a register 
 or registers for the registration and transfer of bonds issued here¬ 
 under, in which, subject to such reasonable regulations as it 
 may prescribe, it will register all such bonds without coupons, 
 and also, upon presentation thereof for such purpose, any such 
 coupon bonds as to the principal sum thereof; and at all reason¬ 
 able times such register or registers shall be open to the inspection 
 of the Trustee. 
 
 Upon presentation to the bond registrar of the Railway 
 Company, at the place where such register shall be kept, of 
 any such registered coupon bond, accompanied by delivery of 
 a written instrument of transfer in a form approved by the 
 Railway Company, executed by the registered holder, such 
 bond Shall be transferred upon such register by the registered 
 holder, in person or by attorney, and such transfer shall be 
 noted by such bond registrar upon the bond. The registered 
 holder of any such registered coupon bond shall have the right 
 also to cause the same to be registered as payable to bearer, 
 in which case transferability by delivery shall be restored, 
 and thereafter the principal of such bond when due shall be 
 payable to the person presenting the bond; but any such cou¬ 
 pon bond registered as payable to bearer may be registered again 
 in the name of the holder with the same effect as a first registra¬ 
 tion thereof. Successive registrations and transfers as afore¬ 
 said may be made from time to time as desired; and each registra¬ 
 tion of a coupon bond shall be noted by the bond registrar on 
 the bond. 
 
 Registration of any coupon bond, however, shall not affect 
 the transferability of any coupon thereto belonging, by de¬ 
 livery merely, and payment to the bearer of any such coupon 
 shall discharge the Railway Company in respect of the interest 
 therein mentioned, whether or not the bond shall have been 
 registered. 
 
 Any registered bond without coupons may be transferred 
 upon such register at such office or agency by the registered 
 holder, in person or by attorney, upon surrender of such bond 
 to such bond registrar for cancellation, accompanied by de- 
 
28 
 
 livery of a written instrument of transfer in a form approved 
 by the Railway Company, duly executed by the registered 
 holder of the bond; and thereupon a new registered bond, or 
 new registered bonds, for an equivalent principal sum, shall be 
 issued to the transferee or transferees as provided in Section 5 
 of Article One hereof. For the purpose of subdivision, such 
 transfer of the whole or any part of such principal sum may be 
 made, and upon his request will be made, to the registered holder 
 of any such registered bond without coupons for an amount 
 exceeding $1,000. 
 
 Sec. 4. The Railway Company will not voluntarily create, 
 or suffer to be created, any debt, lien or charge which would 
 be prior to the lien of these presents upon the mortgaged or 
 pledged premises and property or any part thereof, or upon 
 the income thereof; and within three months after the same 
 shall accrue, it will pay, or will cause to be discharged, or will 
 make adequate provision to satisfy and discharge, all lawful 
 claims and demands of mechanics, laborers and others, which, 
 if unpaid, might by law be given precedence to this indenture 
 as a lien or charge upon the mortgaged premises or any part 
 thereof, or the income thereof; and if any company, of whose 
 capital stock the greater part, pursuant to the provisions of 
 Article One or to the provisions of Sections 5 and 6 of Article 
 Three of this indenture, shall have been pledegd hereunder, at 
 any time while the greater part of the capital stock of such 
 company shall be pledged hereunder, shall create or shall suffer 
 to be created (except as permitted or required under this in¬ 
 denture, or as required by any existing obligation), any lien or 
 charge upon its property or income, or any indebtedness other 
 than indebtedness to the Railway Company, or for the current 
 operating expenses of such company during a period not ex¬ 
 ceeding three months, then it (the Railway Company) will cause 
 the same to be paid or discharged, or will make adequate pro¬ 
 vision for the satisfaction or discharge thereof; provided, however, 
 that the Railway Company shall have the right to contest by 
 
legal proceeding any such debt, lien or charge, and pending such 
 contest may delay or defer the payment or discharge thereof. 
 
 Sec. 5. The Railway Company from time to time will pay 
 and discharge all taxes, assessments and governmental charges 
 (the lien whereof would be prior to the lien hereof) lawfully 
 imposed upon the premises or property subject to this indenture, 
 or upon any part thereof, or upon the income and profits thereof, 
 and also all taxes, assessments and governmental charges law¬ 
 fully imposed upon the lien or interest of the Trustee in respect 
 of such premises or property, so that the lien and priority of this 
 indenture shall be fully preserved at the cost of the Railway 
 Company without expense to the Trustee or the bondholders; 
 and if any company of whose capital stock the greater part 
 pursuant to Article One or Article Three of this indenture shall 
 have been pledged hereunder, at any time while the greater part 
 of the capital stock of such company shall be pledged here¬ 
 under, shall fail to pay all such taxes, assessments and charges 
 lawfully imposed upon the property of such company or upon 
 the income and profits thereof, then the Railway Company itself 
 will pay the same or make adequate provision for the satisfaction 
 or discharge thereof; provided, however, that the Railway Com¬ 
 pany shall have the right to contest by legal proceeding any such 
 tax, assessment or charge, and pending such contest may delay 
 or defer the payment thereof. 
 
 Sec. 6. Except in the cases in this indenture expressly au¬ 
 thorized, the Railway Company will not, by affirmative vote 
 or by abstaining from voting, sanction or permit any increase 
 of the capital stock of any company of whose capital stock the 
 greater part shall be subject to this indenture, or the issue or 
 guaranty of any bonds by any such company, or the creation 
 of any mortgage or other lien upon the railroad or property 
 of any such company, unless simultaneously there shall be 
 made effective provision that such indebtedness and the evi¬ 
 dences thereof, and such bonds issued or guaranteed, and such 
 mortgage or other lien, and all such additional stock (or such 
 part of such additional stock as shall be proportionate to the 
 
30 
 
 part of such entire capital stock previously subject to this in¬ 
 denture), forthwith, upon the issue or creation thereof, shall be 
 delivered to, and be pledged with the Trustee hereunder, and 
 shall be subject to all the trusts of this indenture; and all such 
 additional stock shall be fully paid and non-assessable. 
 
 Except as herein otherwise expressly provided, the Railway 
 Company will not, by affirmative vote or by abstaining from 
 voting, sanction or permit any railroad or terminal company, 
 of whose capital stock the greater part shall be owned by the 
 Railway Company and be subject to this indenture or sanction 
 or permit the Atlantic and East Coast Terminal Railway Com¬ 
 pany or the Jacksonville Terminal Company, to sell or other¬ 
 wise to dispose of its railroad or any part thereof, or any ter¬ 
 minal, or to lease the same (unless such lease be upon the con¬ 
 dition that it shall terminate, at the election of the Trustee, 
 by entry or otherwise, in case default shall be made and shall 
 continue as provided in Section 2 of Article Four hereof, or, at 
 the election of the purchaser, in case of a sale under this indenture 
 of the property subject thereto), except to the Railway Com¬ 
 pany, or to some other company of whose capital stock not less 
 than eighty per cent shall then be held by the Railway Com¬ 
 pany and be pledged under this indenture, or to a company of 
 whose capital stock the Railway Company shall own, and shall 
 pledge under this indenture as a first lien thereon, an amount 
 which shall bear to the entire authorized capital stock of such 
 company a proportion at least as high as the stock of such selling 
 or disposing or leasing company previously pledged hereunder, 
 shall bear to the entire authorized capital stock of said company. 
 
 Sec. 7. Any and all claims and indebtedness, which the Rail¬ 
 way Company now has or hereafter may acquire against the 
 Atlantic and East Coast Terminal Railway Company, or against 
 the Jacksonville Terminal Company, or against any other 
 company, of whose capital stock the greater part shall 
 have been pledged under this indenture, shall (subject to the 
 provisions in respect thereof in this indenture contained) be 
 
31 
 
 and become subject to this indenture, and if and when re¬ 
 quested in writing by the Trustee, the Railway Company will 
 execute to the Trustee appropriate assignments thereof. 
 
 Sec. 8. The Railway Company at all times so long as any 
 of the bonds or coupons remain unpaid, will insure and keep 
 insured for a fair value, the trust estate or so much thereof as 
 is customarily insured. In case of loss or damage, all sums 
 received by virtue of any such insurance shall be applied to 
 making good the loss and damage, either by repairing the 
 property damaged or replacing the property destroyed, and the 
 property so substituted shall become subject to the lien of these 
 presents as part of the trust estate. 
 
 Sec. 9. The Railway Company will maintain, renew, pre¬ 
 serve and keep all and singular the trust estate, with the fixtures 
 and appurtenances thereto belonging, in thorough and efficient 
 working order and repair, and will make all needful and proper 
 renewals, replacements and repairs, so that its traffic and busi¬ 
 ness shall at all times be conducted with safety and expedition, 
 and will at all times maintain, preserve and keep its railways and 
 lines, with the apparatus, fixtures and appurtenances in like 
 efficient repair and working order and supplied with all necessary 
 equipment, and will keep all equipment and rolling stock 
 plainly marked with the name of the Railway Company, and will 
 conduct its business and work its railways in an efficient manner, 
 and will diligently preserve all the rights and privileges to it 
 granted and conferred by the laws of Florida or any other State, 
 and will not suffer any of its licenses to exercise or use patents 
 or patent rights or apparatus, or any of its rights, franchises or 
 privileges to lapse or be forfeited, so long as the same shall be 
 necessary or convenient in carrying on its business, and will use 
 reasonable efforts to obtain from time to time all necessary re¬ 
 newals and extensions of such rights, franchises and privileges, 
 and such further licenses and rights in respect of other patents, 
 
32 
 
 instruments, equipments and apparatus as may be necessary in 
 the lawful operation of the business of the Railway Company; 
 
 Sec. 10. The Railway Company will not issue, negotiate, sell 
 or dispose of any bonds hereby secured in any manner other 
 than in accordance with the provisions of this indenture, and 
 the agreements in that behalf herein contained; and in issuing, 
 selling, negotiating or otherwise disposing of such bonds, from 
 time to time, it will well and truly apply, or cause to be applied, 
 the same, or the proceeds thereof, to and for the purposes herein 
 prescribed, and to or for no other or different purpose. 
 
 ARTICLE THREE. 
 
 Section. 1. The Trustee shall be authorized (1) to cause to 
 be registered in its name, as Trustee, any and all coupon bonds 
 pledged with and delivered to it hereunder, or which at any 
 time hereafter may be received by it under any of the pro¬ 
 visions of this indenture, or (2) to cause the same to be ex¬ 
 changed for registered bonds without coupons of any denomina¬ 
 tion, or (3) to cause any such bonds to be stamped: “ Not 
 negotiable. Held by Bankers Trust Company, as Trustee under 
 First Mortgage of Florida East Coast Railway Company, dated 
 June 1, 1909.” The Trustee shall cause to be transferred into its 
 name, as Trustee hereunder, all registered bonds which shall 
 have been delivered and assigned to it hereunder. 
 
 The Trustee at any time may transfer into its name, as Trustee 
 hereunder, all or any shares of stock, the certificates for which 
 shall have been pledged with and delivered to it hereunder. 
 In its discretion it may hold such certificates in the name of the 
 registered holder thereof at the time of such pledge, or it may 
 transfer the same into the name of its nominee or nominees, 
 provided in either case that the same be endorsed in blank for 
 transfer. 
 
 The Trustee may do whatever may be necessary for the 
 
33 
 
 purpose of maintaining, preserving, renewing or extending the 
 corporate existence of any company the greater part of whose 
 shares shall then be held by the Trustee hereunder, and for such 
 purposes, from time to time, it may sell, assign, transfer and 
 deliver so many shares of the stock of the several companies as 
 may be necessary to qualify persons to act as directors of, or 
 in any other official relation to, said companies. Whenever 
 requested in writing by the Railway Company, the Trustee shall 
 assign and transfer to persons designated by the Railway Com¬ 
 pany a sufficient number of any shares that then shall be held 
 by the Trustee hereunder, to qualify such persons to act as 
 directors of, or in any official relation to, the several companies 
 which issued such shares; provided, however, that under this 
 provision no transfer shall be made which shall reduce the 
 amount of stock in any company held by the Trustee, so as to 
 render it less than a controlling interest in such stock; and in 
 every case the Trustee may make such arrangements as it shall 
 deem necessary for the protection of the trust hereunder. 
 
 Sec. 2. Unless and until a Receiver shall have entered into 
 possession of the railroad hereby mortgaged and conveyed; or 
 unless the Trustee shall have entered into possession of the 
 mortgaged premises or part thereof under the power herein 
 granted; or unless and until there shall be a default (1) in the 
 payment of any interest on any bond or bonds at any time 
 outstanding and secured by this indenture and such default 
 shall have continued for a period of six months; or (2) in the 
 payment of the principal of any bond hereby secured; or (3) in 
 the due observance or performance of any other covenant or 
 condition in this indenture required to be kept or performed by 
 the Railway Company and such last-mentioned default shall 
 have continued for the period of six months after written notice 
 thereof shall have been given by the Trustee to the Railway 
 Company,— (a) the Trustee shall not (except with the assent of 
 the Railway Company) collect, or be entitled to collect, the 
 principal or interest of any bonds or of any other claims or in¬ 
 debtedness now or hereafter subject to this indenture, whether 
 
34 
 
 at, or before, or after, the maturity of such bonds or contract 
 obligations or other claims or indebtedness, and shall not en¬ 
 force any provisions of the mortgages, trust deeds or other instru¬ 
 ments under which such bonds or other obligations were issued, 
 or by which the same are secured; ( b ) the Railway Company 
 shall be entitled to receive all interest paid in respect of any 
 such bonds or obligations, and the dividends on all shares of 
 stock, which shall be subject to this indenture although the 
 same may have been transferred to the Trustee; (c) from time 
 to time (subject to the covenants in respect thereof in this sec¬ 
 tion contained), upon the request of the Railway Company, the 
 Trustee shall deliver to it any coupons for such interest then in 
 the possession of the Trustee, in order that the Railway Com¬ 
 pany may receive payment thereof for its own use or may cause 
 the same to be canceled, and the Trustee shall deliver to the 
 Railway Company suitable orders in favor of the Railway Com¬ 
 pany, or its nominee, for the payment of such interest and 
 dividends, and the Railway Company may collect such coupons, 
 interest and dividends (but not by any proceeding which the 
 Trustee shall deem to be prejudicial to the trusts hereunder), 
 and the Trustee at once shall pay over to the Railway Company 
 any such interest and dividends which may be collected or be re¬ 
 ceived by it; and (d) the Railway Company, for its own use, 
 shall be entitled to demand, receive and collect, and may release 
 and discharge, the principal and interest of any such claims and 
 indebtedness subjected to the lien of this indenture under 
 Section 7 of Article Two hereof, and upon request of the Rail¬ 
 way Company the Trustee shall execute any re-assignments or 
 releases which may be required for that purpose; 
 
 Provided, however, and hereby it is declared and agreed that, 
 except as in this indenture otherwise expressly provided, (1) 
 the Railway Company shall not be entitled to receive, and the 
 Trustee shall not pay over to the Railway Company, the principal 
 of any bond subject to this indenture; (2) the Railway Company 
 shall not be entitled to receive, and the Trustee shall not pay 
 over, any interest on any such bond, or the principal of or any 
 
35 
 
 interest on any such other obligations, claims or indebtedness, 
 which shall have been collected or paid out of the proceeds of 
 any sale or condemnation of the property covered by a mortgage 
 securing such bonds, or out of the proceeds of the sale of any 
 other property of the company liable upon such bonds, obliga¬ 
 tions, claims or indebtedness, in case of a dissolution or a liquida¬ 
 tion of such company, it being the intention that the Railway 
 Company shall be entitled to receive only payments made out 
 of the rents, revenues, income or proceeds of operation of such 
 properties; (3) the Railway Company shall not sell, assign or 
 transfer any such coupon, or right to interest or dividends, 
 delivered or assigned to it, or any other such claim or indebt¬ 
 edness, except subject to this indenture; (4) the Railway Com¬ 
 pany shall not collect any such coupons or interest, or any such 
 other claim or indebtedness, by legal proceedings or by en¬ 
 forcement of any security therefor, except with the assent of the 
 Trustee, nor in any manner which the Trustee shall deem 
 prejudicial to the trust hereunder; (5) the Railway Company 
 shall not be entitled to collect any stock dividends, or any cash 
 dividends that may be declared on any shares of the capital stock 
 of other corporations or associations that shall have become 
 subject to this indenture upon or in the course of the dissolution, 
 liquidation or winding up of any such company or in any way 
 chargeable to or payable out of capital; and (6) until actually 
 paid, released or discharged, every such coupon, or right to in¬ 
 terest or dividends, and all such other claims and indebtedness, 
 shall remain subject to this indenture. 
 
 If any such coupons, or if any evidence of any such claim or 
 indebtedness, delivered to the Railway Company hereunder, 
 shall not, as aforesaid, forthwith be paid or canceled, the Rail¬ 
 way Company shall return the same to the Trustee, and in 
 case of the payment of any such coupon, claim or indebtedness, 
 shall, upon the demand of the Trustee furnish satisfactory evi¬ 
 dence of the cancellation and extinguishment thereof. 
 
 Sec. 3. In case (1) any sum shall be paid on account of the 
 principal of any bonds or of any obligations subject to this in- 
 
36 
 
 denture, or in case (2) any sum on account of the interest on any 
 such -bonds or obligations shall be paid out of the proceeds of 
 property covered by a mortgage or trust deed securing such bonds 
 or obligations, or in case, (3) upon the dissolution or liquidation 
 of any company, any sum shall be paid upon any bonds or any 
 shares of stock or any claims against or indebtedness of such 
 company, subject to this indenture,—then, in any such case, any 
 such sum, unless applied on account of the purchase price of 
 property purchased pursuant to Section 5 of this Article, shall 
 be received by the Trustee and (except in the events otherwise 
 provided for in Section 3 of Article Four of this indenture) 
 shall be paid over by the Trustee to the Railway Company to 
 reimburse it for expenditures by it made for any of the purposes 
 for which bonds or their proceeds may be used under Section 3 
 of Article One hereof, upon certificates of such expenditures, 
 signed by the President or a Vice-President or the General 
 Manager or Chief Engineer, and by the Comptroller or Auditor 
 or Treasurer, of the Railway Company. 
 
 Sec. 4. Unless and until a Receiver shall have entered into 
 possession of the railroad hereby mortgaged and conveyed; or 
 unless the Trustee shall have entered into possession of the 
 mortgaged premises or part thereof under the power herein 
 granted; or unless and until there shall be a default (1) in the 
 payment of any interest on any bond or bonds at any time 
 outstanding and secured by this indenture and such default shall 
 have continued for the period of six months; or (2) in the pay¬ 
 ment of the principal of any bond hereby secured; or (3) in the 
 due observance or performance of some other covenant or con¬ 
 dition in this indenture required to be kept or performed by the 
 Railway Company and such last-mentioned default shall have 
 continued for the period of six months after written notice thereof 
 shall have been given by the Trustee to the Railway Company,— 
 the Railway Company shall have the right to vote upon all 
 shares of stock subject to this indenture, for all purposes not in¬ 
 consistent with the provisions or purposes of this indenture and 
 
37 
 
 with the same force and effect as though such shares were not 
 subject to this indenture; and from time to time, upon demand 
 of the Railway Company, the Trustee forthwith shall execute 
 and deliver, or shall cause to be executed and delivered, to the 
 Railway Company, or to its nominees, suitable powers of attorney 
 or proxies to vote upon any shares of stock which shall have been 
 transferred to the Trustee. 
 
 Sec. 5. In case default shall be made in the payment of 
 the principal or interest of any of'the bonds or obligations which 
 shall have been delivered to, and shall be held by the Trustee 
 hereunder, or of any other bonds then secured by the same 
 mortgage or deed of trust as such bonds held by the Trustee, 
 then in any such case, if the Trustee shall hold more than ninety 
 per cent in amount of the entire issue of such bonds or obliga¬ 
 tions in default, it shall, upon the written request of the Railway 
 Company, and in other cases, upon such w'ritten request, it may, 
 in its discretion, cause proper proceedings to be instituted and 
 prosecuted in some court of competent jurisdiction to foreclose 
 or enforce the mortgage or trust, or charge, by which such 
 bonds or obligations in default are secured. In case (1) the 
 Railway Company shall be in default in the payment of the princi¬ 
 pal of any of the bonds hereby secured, or in case (2) the Raihvay 
 Company shall be in default in the payment of the interest on 
 any of such bonds, and such default in the payment of interest 
 shall have continued for the period of six months, or in case (3) 
 a receiver of the mortgaged premises shall have been appointed, 
 or in case (4) the Trustee shall have entered or shall have elected 
 to enter into possession of the mortgaged premises, either under 
 the power herein conferred or by the voluntary action of the 
 Railway Company—then and in any such case the Trustee, in 
 its discretion, may institute such proceedings without such 
 written request. 
 
 In case (1) any company of whose capital stock the greater 
 part shall be held by the Trustee hereunder, shall be dissolved 
 or be liquidated, or in case (2) all or any of the property of 
 
3S 
 
 any such company shall be sold upon the insolvency of such 
 company at any judicial or other sale, or in case (3) any prop¬ 
 erty covered by a mortgage securing any bonds, or subject to 
 any charge or trust for the payment of any other obligations, 
 held by the Trustee hereunder, shall be sold upon foreclosure 
 of such mortgage, or by enforcement of such charge or trust,— 
 then, in any such event, if the property of such dissolved or 
 liquidated company, or the property sold, can be acquired by 
 crediting on the bonds, obligations, claims, indebtedness or 
 stock, held by the Trustee hereunder, any sum accruing or to be 
 received thereon out of the proceeds of such property, and by 
 paying not more than ten per cent of the price of such property 
 in cash (or more than ten per cent, if the holders of a majority 
 in amount of the bonds hereby secured shall so request), the 
 Trustee in its discretion may, but, if requested in writing by the 
 Railway Company or by the holders of a majority in amount of 
 the bonds hereby secured, and provided with the amount of 
 cash necessary therefor (whether such amount be more or less 
 than ten per cent of the price of such property), the Trustee in 
 every case shall purchase or cause to be purchased, or permit 
 the Railway Company to purchase, such property, either in the 
 name or on behalf of the Trustee or of the Railway Company, or 
 by purchasing trustees, and shall use, or permit the Railway 
 Company to use, such bonds, obligations, claims, indebtedness 
 and stock, so far as may be, to make payment for such property; 
 and in case of any such purchase the Trustee shall take such 
 steps as it may deem proper to cause such property to be vested 
 either in the Railway Company, subject to this indenture, or 
 in some other corporation organized or to be organized, with 
 power to acquire and manage such property, provided that all 
 the bonds and other indebtedness and capital stock thereof 
 (excepting the number of shares required to qualify directors), 
 shall be received by the Trustee, and shall be held for the benefit 
 of the Railway Company or its assigns, subject to this indenture. 
 
 With the written consent of the Railway Company, the 
 Trustee at any time may vote upon any shares of stock that 
 
39 
 
 shall be held by it hereunder, and may take such other action 
 as in its discretion it shall deem advisable to protect its interests 
 and the interests of the bondholders hereunder, in respect of any 
 bonds, obligations or stock subject to the lien of this indenture, 
 and with such consent of the Railway Company, the Trustee 
 may join in any plan of reorganization in respect of any such 
 bond or stocks and may accept new securities issued in exchange 
 therefor under such plan. In case the Railway Company shall 
 be in default in the payment of any interest or the principal of 
 any of the bonds hereby secured and such default shall have 
 continued for the period of six months, the Trustee shall be 
 entitled to take such steps without the consent of the Railway 
 Company. 
 
 The Railway Company covenants that, on demand of the 
 Trustee, it, the Railway Company, forthwith will pay, or will 
 satisfactorily provide for, all expenditures incurred by the 
 Trustee under any of the provisions of this section, including 
 all sums required to obtain and perfect the ownership and 
 title to any property which the Trustee shall purchase or shall 
 cause to be purchased pursuant to the provisions of this sec¬ 
 tion; and, in case the Railway Company shall fail so to do, 
 then, without impairment of, or prejudice to, any of its rights 
 hereunder by reason of the default of the Railway Company, 
 the Trustee, in its discretion, may advance moneys to meet all 
 such expenses and any other moneys required, or may procure 
 such advances to be made by others, and for such advances 
 made by the Trustee, or by others at its request, with interest 
 thereon, the Trustee shall have a lien prior to the lien of these 
 presents upon all the stocks, bonds, claims and indebtedness in 
 respect of which such advances shall have been made, and the 
 proceeds thereof and any property acquired by means thereof. 
 
 In case the Trustee shall not purchase or cause to be pur¬ 
 chased the property sold at any such sale, and shall not join 
 in a plan of reorganization as aforesaid in respect of such bonds 
 or stocks, then the Trustee shall receive any portion of the pro¬ 
 ceeds of the sale accruing or receivable in respect of the securities 
 
40 
 
 by it held hereunder, and such proceeds, from time to time, shall 
 be paid over to the Railway Company to reimburse it for ex¬ 
 penditures by it made for any of the purposes for which bonds 
 or their proceeds may be used under Section 3 of Article One 
 hereof, upon certificates of such expenditures signed by the 
 President or a Vice-President or the General Manager or Chief 
 Engineer, and by the Comptroller or Auditor or Treasurer, of 
 the Railway Company. 
 
 Sec. 6. Anything in this indenture to the contrary not¬ 
 withstanding, any company all or part of whose capital stock 
 shall be subject to this indenture, may be merged or consoli¬ 
 dated with, or all or any part of its property may be sold or 
 conveyed to, the Railway Company. In the event of such con¬ 
 solidation or merger or sale, this indenture shall become and be 
 a lien upon the property of the company so consolidated or 
 merged with, or the property so sold or conveyed to, the Rail¬ 
 way Company, with the same force and effect as if expressly 
 conveyed by this indenture, and the holders of the bonds hereby 
 secured shall always have as full and complete a lien upon such 
 property as that herein created by the pledge of the stock and 
 bonds of such constituent companies or of such selling company, 
 to the Trustee hereunder. 
 
 Anything in this indenture to the contrary, notwithstand¬ 
 ing, any company, all or part of whose capital stock shall be 
 subject to this indenture, may be merged or be consolidated 
 with, or all of its property may be sold or conveyed to, any 
 other company, all or part of whose capital stock shall be sub¬ 
 ject to this indenture; provided , however, that the portion of the 
 capital stock of any such consolidated or merging company (but 
 never less than a majority thereof) issued for and in lieu of any 
 stock previously pledged hereunder, shall always bear to the 
 total capital stock a proportionate relation at least as high as that 
 borne by such previously pledged stock to the total capital 
 stock of such constituent companies; and provided, further, 
 that in the case of any such sale by any such company of all 
 
■H 
 
 its property, the portion of the capital stock of the purchasing 
 company (but never less than a majority thereof) subject to this 
 indenture, shall always bear to the total capital stock of such 
 purchasing company a proportionate relation at least as high 
 as that borne by the previously pledged stock of the selling 
 company to the total capital stock of such selling company. 
 Such portion of such stock of such consolidated or merging 
 company shall then become and be subject to this indenture, 
 and shall be held by the Trustee hereunder pursuant to the 
 provisions hereof, and the holders of the bonds hereby secured 
 shall always have a lien upon such portion of such stock of such 
 consolidated or merging company as full and complete as upon 
 the stock of such constituent companies by reason of the pledge 
 hereunder. 
 
 The Trustee may make any exchange, substitution, cancel¬ 
 lation or surrender of securities required for the purposes or 
 the accomplishment of any such merger or consolidation; and 
 may receive the opinion of any counsel approved by it as to 
 the legal effect of any such merger or consolidation, and as to 
 the steps necessary to be taken to consummate the same, and 
 as to any other matter under this section; and such opinion shall 
 be full protection to the Trustee for any action by it taken pur¬ 
 suant thereto. 
 
 Sec. 7. Nothing in this indenture contained shall prevent 
 (1) the renewal or extension, if without impairment of lien or 
 security, at the same or a lower rate of interest, (a) by the 
 Railway Company of any bond or obligation secured by a 
 mortgage or lien permitted to be created under provisions of 
 this indenture; or ( b ) by any company any of the shares of whose 
 capital stock shall be subject to this indenture, of any bond or 
 obligation secured by mortgage upon its property; or ( c ) by any 
 company of any of its bonds or obligations which shall be sub¬ 
 ject to this indenture; or (2) the issue in place of and in substitu¬ 
 tion for any such bonds or obligations of the Railway Company 
 or of any such other company, of other bonds or obligations for 
 
42 
 
 equivalent amounts, bearing the same or a lower rate of interest, 
 adequately secured by a similar mortgage or lien upon the same 
 property; provided, however, that in case any bonds or obliga¬ 
 tions pledged hereunder shall be so renewed or extended, such 
 bonds or obligations as so renewed or extended shall continue 
 subject to this indenture to the same extent, and shall b'e lodged 
 with and be held by the Trustee in the same manner as thereto¬ 
 fore; and that in case any bonds or obligations pledged hereunder 
 shall be exchanged for bonds or obligations substituted as afore¬ 
 said, the substituted bonds or obligations shall ipso facto forth¬ 
 with become subject to this indenture to the same extent, and 
 shall be lodged with and be held by the Trustee in the same 
 manner as those for which they are substituted. 
 
 At any time, in its discretion, the Trustee may, and, if re¬ 
 quested in writing by the Railway Company, it shall, consent 
 to any such renewal, extension or substitution. The Trustee 
 may receive the opinion of any counsel approved by it as con¬ 
 clusive evidence that any such renewal, extension or substitu¬ 
 tion is in compliance with the provisions of this section. 
 
 ARTICLE FOUR. 
 
 Section 1 . Neither any coupon belonging to any bond 
 hereby secured, nor any claim for interest on any registered bond, 
 which in any way at or after maturity shall have been trans¬ 
 ferred or pledged separate and apart from the bond to which it 
 relates, shall, unless accompanied by such bond, be entitled, 
 in case of a default hereunder, to any benefit of or from this 
 indenture, except after the prior payment in full of the principal 
 of the bonds issued hereunder, and of all coupons and interest 
 obligations not so transferred or pledged. 
 
 [_ Sec. 2. In case (1) default shall be made in the payment of 
 any interest on any bond or bonds at any time outstanding and 
 
43 
 
 secured by this indenture, and any such default shall have con¬ 
 tinued for the period of six months, or in case (2) default shall 
 be made in the payment of the principal of any bond hereby 
 secured, or in case (3) default shall be made in the due ob¬ 
 servance or performance of any other covenant or condition 
 herein required to be kept or performed by the Railway Company 
 and any such last-mentioned default shall have continued for the 
 period of six months after written notice thereof shall have been 
 given to the Railway Company by the Trustee or by the holders 
 of five per cent in amount of the bonds hereby secured,—then 
 and in each and every such case the Trustee personally, or by its 
 agents or attorneys, may enter into and upon all or any part of 
 the railways, rolling stock, property and premises, lands, rights, 
 interests and franchises, hereby conveyed or intended so to be, 
 and each and every part thereof, and may exclude the Railway 
 Company, its agents and servants, wholly therefrom; and having 
 and holding the same, may use, operate, manage and control 
 said railways and other premises, regulate the tolls for the 
 transportation of passengers and freight thereon, and conduct 
 the business thereof, either personally or by its superintendents, 
 managers, receivers, agents and servants or attorneys, to the 
 best advantage of the holders of the bonds hereby secured; 
 and upon every such entry, the Trustee, at the expense of the 
 trust estate, from time to time, either by purchase, repairs or 
 construction, may maintain and restore, and may insure or keep 
 insured, the rolling stock, tools and machinery and other prop¬ 
 erty, buildings, bridges and structures, erected or provided 
 for use in connection with said railways and other premises 
 whereof it shall have become possessed as aforesaid, in the 
 same manner and to the same extent as is usual with railway 
 companies; and likewise, from time to time, at the expense 
 of the trust estate, may make all necessary or proper repairs, 
 renewals and replacements, and useful alterations, additions, 
 betterments and improvements thereto and thereon, as to it may 
 seem judicious; and in such case the Trustee shall have the right 
 to manage the mortgaged premises and to carry on the business 
 
44 
 
 and to exercise all rights and powers of the Railway Company, 
 either in the name of the Railway Company or otherwise, as the 
 Trustee shall deem best; and it shall be entitled to collect and 
 receive all tolls, earnings, income, rents, issues and profits of 
 the same and every part thereof, and also the income from stocks 
 and bonds subject to this indenture; and after deducting the 
 expenses of operating said railways and other premises, and of 
 conducting the business thereof, and of all repairs, maintenance, 
 renewals, replacements, alterations, additions, betterments and 
 improvements, and all payments which may be made for taxes, 
 assessments, insurance, and prior or other proper charges upon 
 the said premises and property, or any part thereof, as well as 
 just and reasonable compensation for its own services and for 
 all agents, clerks, servants and other employees by it properly 
 engaged and employed, it shall apply the moneys arising as 
 aforesaid as follows: 
 
 In case the principal of the bonds hereby secured shall 
 not have become due, to the payment of the interest in 
 default, in the order of the maturity of the installments of 
 such interest, with interest on the overdue installments at 
 the rate of four and one-half per cent per annum; such pay¬ 
 ments to be made ratably to the persons entitled thereto, 
 without discrimination or preference. 
 
 In case the principal of the bonds hereby secured shall 
 have become due, by declaration or otherwise, first to the 
 payment of the accrued interest (with interest on the overdue 
 installments thereof at the rate of four and one-half per cent 
 per annum) in the order of the maturity of the installments, 
 and next to the payment of the principal of all bonds 
 hereby secured; in every instance such payments to be 
 made ratably to the persons entitled to such payment 
 without any discrimination or preference. 
 
 These provisions, however, are not intended in anywise 
 to modify the provisions of Section 1 of this Article Four, 
 but are subject thereto. 
 
45 
 
 Sec. 3. In case the Trustee shall have entered or shall have 
 elected to enter as aforesaid, or in case a receiver shall have 
 entered, into possession of the railroad hereby mortgaged and 
 conveyed, or in case default shall be made and shall continue 
 as specified in the preceding Section 2 of this Article, the Trustee 
 shall be entitled to vote on all shares of stock then subject to 
 this indenture, and, for the benefit of the holders of the bonds 
 hereby secured, shall be entitled to collect and receive all divi¬ 
 dends on the shares of stock that shall then be subject to this 
 indenture, and all sums payable for principal, interest or other¬ 
 wise upon any bonds or obligations that shall then be subject 
 to this indenture, and to apply as hereinbefore provided the 
 net moneys received; and, as'holder of any such shares of stock 
 and of any such bonds, to perform any and all acts, or to make 
 or execute any and all transfers, requests, requisitions or other in¬ 
 struments, for the purpose of carrying out the provisions of this 
 section; but in the event that a receiver of any railway upon 
 which this indenture is a direct lien shall have been appointed 
 and shall be in possession thereof, the Trustee from time to time, 
 in its discretion may, and if requested by the holders of a ma¬ 
 jority in amount of the bonds hereby secured, it shall, turn 
 over any part or all of the interest moneys and dividends, so 
 collected by it, to such receiver, and may co-operate with such 
 receiver in managing and operating the entire system of the 
 Railway Company in such manner as the Trustee shall deem 
 for the best interests of the holders of the bonds hereby secured. 
 
 Sec. 4. In case a default shall be made in the payment of 
 any interest on any bond or bonds at any time outstanding 
 and secured by this indenture, and any such default shall have 
 continued for the period of six months,—then and in every 
 case of such continuing default, upon the written request of the 
 holders of twenty-six per cent in amount of the bonds hereby 
 secured then outstanding, the Trustee by notice in writing de¬ 
 livered to the Railway Company, shall declare the principal of 
 all bonds hereby secured and then outstanding to be due and 
 
46 
 
 payable immediately, and upon any such declaration the same 
 shall become and be due and payable immediately, anything in 
 this indenture or in said bonds to the contrary notwithstanding. 
 This provision, however, is subject to the condition that if, at any 
 time after the principal of said bonds shall have been so declared 
 due and payable, and before any sale of the mortgaged premises 
 shall have been made pursuant to the provisions of Section 5 
 of this Article, all arrears of interest upon all the bonds secured 
 hereby, with interest at the rate of four and one-half per cent per 
 annum on overdue installments of interest, shall either be paid 
 by the Railway Company or be collected out of the mortgaged 
 premises, and all defaults as aforesaid shall have been made good, 
 then and in such case the holders of a majority in amount of the 
 bonds hereby secured then outstanding, by written notice to the 
 Railway Company and to the Trustee, may waive such de¬ 
 fault, and rescind or annul such declaration and its conse¬ 
 quences; but no such waiver shall extend to or affect any subse¬ 
 quent default, or impair any right consequent thereon. 
 
 In case the Trustee shall have proceeded to enforce any 
 right under this indenture, by foreclosure, entry or otherwise 
 and such proceedings shall have been discontinued or aban¬ 
 doned because of such waiver, or for any other reason, or shall 
 have been determined adversely to the Trustee, then and in 
 every such case, the Railway Company and the Trustee shall 
 be restored to their former position and rights hereunder in 
 respect of the mortgaged premises, and the shares of stock 
 and the bonds and other property subject or to be subject to 
 this indenture, and all rights, remedies and powers of the Trustee 
 shall continue as though no such proceeding had been taken 
 
 Sec. 5. In case (1) default shall be made in the payment 
 of any interest on any bond or bonds at any time outstanding 
 and secured by this indenture, and any such default shall have 
 continued for the period of six months; or in case (21 default 
 shall be made in the due and punctual payment of the principal 
 of any bond hereby secured; or in case (3) default shall be 
 
47 
 
 made in the due observance or performance of any other covenant 
 or condition herein required to be kept or performed by the 
 Railway Company, and any such last-mentioned default shall 
 have continued for the period of six months after written notice 
 thereof shall have been given to the Railway Company by the 
 Trustee, or by the holders of five per cent in amount of the bonds 
 hereby secured,—then, and in each and every such case of de¬ 
 fault, the Trustee, with or without entry,’personally or by 
 attorney, in its discretion either 
 
 (a) May sell, to the highest and best bidder, all and singular 
 the property and premises mortgaged and pledged, including 
 bonds and stocks, rights, franchises and interests, and appurte¬ 
 nances, and other real and pe'rsonal property of every kind, and all 
 right, title and interest, claim and demand therein, and right 
 of redemption thereof, in one lot and as an entirety, unless a 
 sale in parcels shall be required under the provisions of Section 7 
 of this Article Four, in which case such sale shall be made in 
 parcels, as in said section provided; which sale or sales shall be 
 made at public auction at such place in the State of Florida 
 or at such other place, and at such time and upon such terms, 
 as the Trustee may fix and briefly specify in the notice of sale 
 to be given as herein provided, or as may be required by law; or 
 
 (b) May proceed to protect and to enforce its rights and 
 the rights of bondholders under this indenture, by a suit or 
 suits in equity or at law, whether for the specific performance 
 of any covenant or agreement contained herein, or in aid of 
 the execution of any power herein granted, or for any fore¬ 
 closure hereunder, or for the enforcement of any other appropriate 
 legal or equitable remedy, as the Trustee, being advised by 
 counsel learned in the law, shall deem most effectual to protect 
 and enforce any of its rights or duties hereunder. 
 
 Sec. 6. Upon the written request of the holders of twenty- 
 six per cent in amount of the bonds hereby secured, in case of 
 any continuing default as specified in Section 5 of this Article 
 Four, it shall be the duty of the Trustee, upon being indemnified 
 
48 
 
 as hereinafter provided, to take all steps needful for the pro¬ 
 tection and enforcement of its rights and the rights of the holders 
 of the bonds hereby secured, and to exercise the powers of entry 
 or sale herein conferred, or both, or to take appropriate judicial 
 proceedings by action, suit or otherwise, as the Trustee, being 
 advised by counsel learned in the law, shall deem most expedient 
 in the interest of the holders of the bonds hereby secured; but 
 anything in this indenture to the contrary notwithstanding, the 
 holders of seventy-five per cent in amount of the bonds hereby 
 secured and then outstanding, from time to time, shall have the 
 right to direct and to control the action of the Trustee, and the 
 method and the place of conducting any and all proceedings for 
 any sale of the premises and property subject to this indenture, 
 or for the foreclosure of this indenture or for the appointment 
 of a receiver, or any other proceedings hereunder. 
 
 Sec. 7. In the event of any sale, whether made under the 
 power of sale herein granted or conferred, or under or by virtue 
 of judicial proceedings, or of some judgment or decree of fore¬ 
 closure and sale, the whole of the property subject to this in¬ 
 denture shall be sold in one parcel and as an entirety, including 
 all the rights, title, estates, railroads, equipment, franchises, 
 leases, leasehold interests, contracts, stocks, bonds and other 
 real and personal property of every name and nature, unless 
 such sale as an entirety be impracticable by reason of some 
 statute or other cause, or unless the holders of a majority in 
 amount of the bonds hereby secured then outstanding shall in 
 writing request the Trustee to cause said premises to be sold in 
 parcels, in which case the sale shall be made in such parcels as 
 may be specified in such request; and this provision shall bind 
 the parties hereto, and each and every of the holders of the bonds 
 and coupons hereby secured, or intended so to be. 
 
 Sec. 8. Notice of any sale pursuant to any provision of 
 this indenture, shall state the time and place when and where 
 the same is to be made, and shall contain a brief general descrip- 
 
49 
 
 tion of the property to be sold, and shall be sufficiently given if 
 published once in each week for four successive weeks prior to 
 such sale in a newspaper published in the City of New York, 
 New York, and in such other manner as may be required by law. 
 
 Sec. 9. The Trustee may from time to time adjourn any 
 sale by it to be made under the provisions of this indenture 
 by announcement at the time and place appointed for such 
 sale or for such adjourned sale or sales; and without further 
 notice or publication, it may make such sale at the time and 
 place to which the same shall be so adjourned. 
 
 Sec. 10. Upon the completion of any sale or sales under 
 this indenture, the Trustee shall execute and deliver to the ac¬ 
 cepted purchaser or purchasers a good and sufficient deed, or 
 good and sufficient deeds, and other instruments, conveying, 
 assigning and transferring the properties and franchises sold, 
 subject severally and respectively to the liens thereon which then 
 shall be prior and superior to the lien of this indenture. The 
 Trustee and its successors hereby are appointed the true and 
 lawful attorneys irrevocable of the Railway Company, in its 
 name and stead to make all necessary conveyances and assign¬ 
 ments of property, and all necessary transfers of shares of 
 stock or bonds or other obligations, thus sold; and for that 
 purpose it and they may execute all necessary deeds and in¬ 
 struments of assignment and transfer, and may substitute one 
 or more persons with like power; the Railway Company hereby 
 ratifying and confirming all that its said attorneys or such sub¬ 
 stitute or substitutes shall lawfully do by virtue hereof. 
 
 Any such sale or sales made under or by virtue of this in¬ 
 denture, whether under the power of sale herein granted and 
 conferred, or under or by virtue of judicial proceedings, shall 
 operate to divest all right, title, interest, claim and demand 
 whatsoever, either at law or in equity, of the Railway Com¬ 
 pany, of, in and to the premises and property so sold, and 
 shall be a perpetual bar both at law and in equity, against the 
 
50 
 
 Railway Company, its successors and assigns, and against any 
 and all persons claiming or to claim the premises or property 
 sold, or any part thereof, from, through or under the Railway 
 Company, its successors or assigns. 
 
 The personal property and chattels conveyed or intended 
 to be conveyed by or pursuant to this indenture, other than 
 stocks, bonds and other securities and claims, shall be real 
 estate for all the purposes of this indenture, and shall be held 
 and taken to be fixtures and appurtenances of the said railroad 
 and part thereof, and are to be used and sold therewith and not 
 separate therefrom, except as herein otherwise provided. 
 
 Sec. 11. The receipt of the Trustee for the purchase money 
 paid at any such sale shall be a sufficient discharge therefor to 
 any purchaser of the property or any part thereof, sold as 
 aforesaid; and after paying such purchase money and receiving 
 such receipt, no such purchaser or his representatives, grantees 
 or assigns shall be bound to see to the application of such pur¬ 
 chase money upon or for any trust or purpose of this indenture, 
 or in any manner whatsoever shall be answerable for any loss, 
 misapplication or non-application of any such purchase money 
 or any part thereof, or shall be bound to inquire as to the au¬ 
 thorization, necessity, expediency or regularity of any such sale. 
 
 Sec. 12. In case of such sale under the foregoing pro¬ 
 visions of this Article, whether made under the power of sale 
 herein granted or pursuant to judicial proceedings, the whole 
 of the principal sums of the bonds hereby secured, if not pre¬ 
 viously due at once shall become and shall be due and payable, 
 anything in said bonds or in this indenture to the contrary 
 notwithstanding. 
 
 Sec. 13. The purchase money, proceeds or avails of any 
 such sale, whether under the power of sale herein granted or 
 pursuant to judicial proceedings, together with any other sums 
 which then may be held by the Trustee under any of the pro- 
 
51 
 
 visions of this indenture as part of the trust estate or the pro¬ 
 ceeds thereof, shall be applied as follows: 
 
 First. To the payment of the costs and expenses of 
 such sale, including a reasonable compensation to the 
 Trustee, its agents, attorneys and counsel, and of all ex¬ 
 penses, liabilities or advances made or incurred by the 
 Trustee under this indenture, and to the payment of all 
 taxes, assessments, or liens prior to the lien of these presents, 
 except any taxes, assessments or other superior liens sub¬ 
 ject to which the property shall have been sold. 
 
 Second. To the payment of the whole amount then 
 owing or unpaid upon the bonds hereby secured for princi¬ 
 pal and interest, with interest at the rate of four and one- 
 half per cent per annum on overdue installments of interest, 
 and in case such proceeds shall be insufficient to pay in full 
 the whole amount so due and unpaid upon the said bonds, 
 then to the payment of such principal and interest, with¬ 
 out preference or priority of principal over interest, or of 
 interest over principal, or of any installment of interest 
 over any other installment of interest, ratably to the 
 aggregate of such principal and the accrued and unpaid 
 interest, subject, however, to the provisions of Section 1 of 
 this Article Four. 
 
 Third. To the payment of the surplus, if any, to the 
 Railway Company, its successors or assigns, or to whoso¬ 
 ever shall be lawfully entitled to receive the same. 
 
 Sec. 14. Upon any sale as aforesaid by the Trustee or pur¬ 
 suant to judicial proceedings, the Trustee or any bondholder 
 or any other person may bid for and may become purchaser of 
 the property offered for sale, or any part thereof, for itself or 
 himself, without accountability in respect thereof, except for 
 payment of the purchase price and compliance with the terms 
 of sale. In settlement or payment of such purchase price, any 
 purchaser shall be entitled to use and to apply any bonds, and 
 
52 
 
 any matured and unpaid interest obligations hereby secured, 
 by presenting the same so that there may be credited thereon 
 the sums applicable to such payment pursuant to the pro¬ 
 visions of Section 13 of this Article Four; and thereon there 
 shall be allowed to such purchaser, on account of such pur¬ 
 chase price, the sums so credited on the bonds and the interest 
 obligations so presented. 
 
 Sec. 15. The Railway Company covenants that (1) in 
 case default shall be made in the payment of any interest on 
 any bond or bonds at any time outstanding and secured by 
 this indenture, and such default shall have continued for the 
 period of six months, or (2) in case default shall be made in the 
 payment of the principal of any such bonds when the same shall 
 become payable, whether at the maturity of said bonds, or 
 by declaration as authorized by this indenture, or upon a 
 sale as mentioned in Section 12 of this Article Four,—then, 
 upon demand of the Trustee, the Railway Company will pay 
 to the Trustee, for the benefit of the holders of the bonds and 
 interest obligations hereby secured, then outstanding, the 
 whole amount that then shall have become due and payable on 
 all such bonds for interest or principal, or both, as the case may 
 be, with interest at the rate of four and one-half per cent per 
 annum upon the overdue principal and installments of interest; 
 and in case the Railway Company shall fail to pay the same 
 forthwith upon such demand, the Trustee, in its own name and 
 as Trustee of an express trust, shall be entitled to recover 
 judgment for the w r hole amount so due and unpaid. 
 
 The Trustee shall be entitled to recover judgment as afore¬ 
 said, either before or after or during the pendency of any pro¬ 
 ceedings for the enforcement of the lien of this indenture, and 
 the right of the Trustee to recover such judgment shall not be 
 affected by any entry or sale hereunder, or by the exercise of 
 any other right, powder or remedy for the enforcement of the 
 provisions of this indenture or the foreclosure of the lien thereof. 
 In case of a sale of the property subject to this indenture, and 
 
53 
 
 of the application of the proceeds of sale to the payment of the 
 debt secured by this indenture, the Trustee, in its own name 
 and as trustee of an express trust, shall be entitled to enforce 
 payment of and to receive all amounts then remaining due and 
 unpaid upon any and all of the bonds issued hereunder and then 
 outstanding, for the benefit of the holders thereof, and shall be 
 entitled to recover judgment for any portion of the debt remain¬ 
 ing unpaid, with interest. No recovery of any such judgment 
 by the Trustee, and no levy of any execution upon any such 
 judgment upon property subject to this indenture, or upon any 
 other property, shall in any manner or to any extent affect the 
 lien of this indenture upon the property or any part of the 
 property subject to this ^indenture, or any rights, powers or 
 remedies of the Trustee hereunder, or any lien, rights, powers or 
 remedies of the holders of the bonds hereby secured, but such lien, 
 rights, powers and remedies of the Trustee and of the bondholders 
 shall continue unimpaired as before. 
 
 Any moneys thus collected by the Trustee under this sec¬ 
 tion shall be applied by the Trustee towards payment of the 
 amounts then due and unpaid upon such bonds and coupons 
 in respect of which such moneys shall have been collected, 
 ratably and without any preference or priority of any kind 
 (except as provided in Section 1 of this Article Four), accord¬ 
 ing to the amounts due and payable upon such bonds and cou¬ 
 pons, respectively, at the date fixed by the Trustee for the dis¬ 
 tribution of such moneys, upon presentation of the several 
 bonds and coupons and stamping such payment thereon, if 
 partly paid, and upon surrender thereof, if fully paid. 
 
 Sec. 16. The Railway Company will not at any time insist 
 upon or plead, or in any manner whatever claim or take the 
 benefit or advantage of, any stay or extension law, now or at 
 any time hereafter in force, nor will it claim, take or insist upon, 
 any benefit or advantage from any law now or hereafter in force 
 providing for the valuation or appraisement of the property 
 or any part of the property subject to this indenture, prior to 
 
54 
 
 any sale or sales thereof to be made pursuant to any provision 
 herein contained, or to the decree, judgment or order of any 
 court of competent jurisdiction, nor after any such sale or sales 
 will it claim or exercise any right under any statute enacted 
 by the State of Florida, or by any other State, or otherwise, to 
 redeem the property so sold or any part thereof, and it hereby 
 expressly waives all benefit and advantage of any such law 
 or laws, and it covenants that it will not hinder, delay or im¬ 
 pede the execution of any power herein granted and delegated 
 to the Trustee, but that it will suffer and permit the execution 
 of every such power as though no such law or laws had been 
 made or enacted. 
 
 Sec. 17. Upon filing a "bill in equity, or upon commence¬ 
 ment of any other judicial proceedings, to enforce any right of 
 the Trustee or of the bondholders under this indenture, the 
 Trustee shall be entitled to exercise the right of entry, and 
 also any and all other rights and powers, herein conferred and 
 provided to be exercised by the Trustee upon the occurrence 
 and continuance of default, as hereinbefore provided; and, as 
 matter of right, the Trustee shall be entitled to the appoint¬ 
 ment of a receiver of the premises and property subject to this 
 indenture, and of the earnings, income, revenue, rents, issues 
 or profits thereof, with such powers as the Court making such 
 appointment shall confer; but notwithstanding the appoint¬ 
 ment of any receiver, the Trustee shall be entitled, as pledgee, 
 to continue to retain possession and control of any stocks, 
 bonds, cash and other property pledged or to be pledged with 
 the Trustee hereunder. 
 
 Sec. 18. At any time hereafter before full payment of the 
 bonds secured hereby, and whenever it shall deem expedient 
 for the better protection or security of such bonds (although 
 then there shall be no default entitling the Trustee to exercise 
 the rights and powers conferred by Section 2 or by Section 3 
 of this Article Four), the Railway Company, with the consent 
 
55 
 
 of the Trustee, may surrender and may deliver to the Trustee 
 full possession of the whole or of any part of the property, 
 premises and interest hereby conveyed or assigned, or in¬ 
 tended so to be, and may authorize the Trustee to collect the 
 dividends and interest on all shares of stock, bonds and other 
 obligations subject to this indenture, and to vote upon all 
 such shares of stock, for any period fixed or indefinite. In 
 such event the Trustee shall enter into and upon the prem¬ 
 ises and property so surrendered and delivered, and shall take 
 and receive possession thereof, for such period, fixed or in¬ 
 definite, as aforesaid, without prejudice, however, to its right 
 at any time subsequently, when entitled thereto by any pro¬ 
 vision hereof, to insist upon maintaining and to maintain such 
 possession though beyond the expiration of any such pre¬ 
 scribed period, and the Trustee, from the time of its entry 
 upon such premises and property, shall work, maintain, use, 
 manage, control and employ the same in accordance with 
 the provisions of this indenture, and shall receive and apply 
 the income and revenues thereof as provided in Section 2 of this 
 Article Four. Upon application of the Trustee, and with the 
 consent of the Railway Company, if then there be no subsisting 
 default such as is specified in said Section 2 of this Article Four, 
 and without such consent if then there shall be such a subsisting 
 default, a receiver may be appointed to take possession of, 
 and to operate, maintain and manage the whole or any part of 
 the property subject to this indenture, and the Railway Com¬ 
 pany shall transfer and deliver to such receiver all such property, 
 wheresoever the same may be situated; and in every case, when 
 a receiver of the whole or of any part of said property shall be 
 appointed under this section, or otherwise, the net income and 
 profits of such property shall be paid over to, and shall be re¬ 
 ceived by, the Trustee, for the benefit of the holders of the 
 bonds hereby secured; provided , however , that notwithstanding 
 the appointment of any such receiver, the Trustee, as pledgee, 
 shall be entitled to retain possession and control of any stocks, 
 bonds, cash and other property pledged or to be pledged with the 
 Trustee hereunder. 
 
56 
 
 Sec. 19. In case of any default hereunder, if, in order to 
 preserve the franchises of the Railway Company and to avoid 
 foreclosure and sale involving the organization of a successor 
 company, any plan of reorganization shall be proposed with 
 provisions for the modification of this indenture, so far as to 
 authorize and require the creation of new liens upon the prop¬ 
 erty subject to this indenture, prior and superior to the lien 
 hereof, then, and in every such case registered holders of four- 
 fifths in amount of all of the bonds hereby secured then out¬ 
 standing, by writing, may direct the Trustee, in behalf of all 
 the holders of all bonds then or thereafter issued hereunder, 
 to acquiesce in the provisions of such plan, which plan also may 
 determine and provide for the interest of other creditors and 
 lienors and of shareholders of the Railway Company. This 
 special power, however, is granted to the registered holders of 
 four-fifths in amount of the bonds upon the express condition 
 that no bond hereby secured and then outstanding shall be 
 changed as to the amount of principal or the date of payment 
 thereof, or as to the rate or dates of payment of interest. There¬ 
 upon, but not otherwise, the Trustee shall, by writing, acquiesce 
 in such provisions of such plan, and such acquiescence by the 
 Trustee shall constitute the irrevocable assent of all holders of 
 bonds and coupons hereby secured to any such accepted modifi¬ 
 cations, as set forth in such plan and necessary to give effect to 
 such provisions thereof. All such modifications so affecting 
 this indenture and the bonds and coupons hereby secured, shall 
 be reduced to a written agreement between the Railway Com¬ 
 pany and the Trustee, and such agreement shall be recorded 
 in the place where then shall be lodged the initial record of this 
 indenture; and thenceforth, shall be deemed a part of this in¬ 
 denture, and thereafter the lien of this indenture, and of the 
 bonds hereby secured, shall be deemed to be, and shall be, sub¬ 
 ordinate to such new and prior liens created pursuant to such 
 plan, but only to the extent specified in such written agreement. 
 
 Registration of bonds for any purpose of this section shall be 
 sufficient if then or theretofore made and then continuing in any 
 manner permitted by Section 3 of Article Two of this indenture. 
 
57 
 
 Sec. 20. No holder of any bond or coupon hereby secured 
 shall have any right to institute any suit, action or proceeding 
 in equity or at law for the foreclosure of this indenture, or for 
 the execution of any trust hereunder, or for the appointment 
 of a receiver or for any other remedy hereunder, unless such 
 holder previously shall have given the Trustee written notice of 
 such default, and of the continuance thereof, as hereinbefore 
 provided; nor unless, also, the holders of twenty-six per cent in 
 amount of the bonds hereby secured, then outstanding, shall 
 have made written request upon the Trustee, and shall have 
 afforded to it a reasonable opportunity, either to proceed to 
 exercise the powers hereinbefore granted, or to institute such 
 action, suit or proceeding in its own name; nor, unless, also, 
 they shall have offered to the Trustee adequate security and in¬ 
 demnity against the costs, expenses and liabilities to be in¬ 
 curred therein or thereby; nor unless the Trustee shall refuse 
 or neglect to act upon such notice, request and indemnity; 
 and such notification, request and offer of indemnity are hereby 
 declared, in every such case, at the option of the Trustee, to be 
 conditions precedent to the execution of the powers and trusts of 
 this indenture for the benefit of the bondholders, and to any 
 action or cause of action for foreclosure or for the appointment 
 of a receiver or for any other remedy hereunder; it being under¬ 
 stood and intended that no one or more holders of bonds and 
 interest obligations shall have any right in any manner what¬ 
 ever by his or their action to affect, disturb or prejudice the 
 lien of this indenture, or to enforce any right hereunder except 
 in the manner herein provided, and that all proceedings at law 
 or in equity shall be instituted, had and maintained in the 
 manner herein provided and for the equal benefit of all holders 
 of such outstanding bonds and interest obligations. 
 
 All rights of action under this indenture, or Under any of said 
 bonds, enforcible by the Trustee, may be enforced by the Trustee 
 without the possession of any of such bonds or coupons, or the pro¬ 
 duction thereof on the trial or other proceedings relative thereto, 
 and any such suit or proceedings instituted by the Trustee shall 
 
58 
 
 be brought in its name as Trustee, and any recovery of judg¬ 
 ment shall be for the ratable benefit of the holders of said bonds 
 and interest obligations. 
 
 Sec. 21. Except as herein expressly provided to the con¬ 
 trary, no remedy herein conferred upon or reserved to the 
 Trustee, or to the holders of bonds hereby secured, is intended 
 to be exclusive of any other remedy or remedies, and each and 
 every such remedy shall be cumulative, and shall be in addi¬ 
 tion to every other remedy given hereunder or now or hereafter 
 existing at law or in equity or by statute. 
 
 Sec. 22. No delay or omission of the Trustee, or of any 
 holder of bonds hereby secured, to exercise any right to power 
 accruing upon any default continuing as aforesaid, shall im¬ 
 pair any such right or power, or shall be construed to be a 
 waiver of any such default, or an acquiescence therein; and every 
 power and remedy given by this Article to the Trustee, or to the 
 bondholders, may be exercised from time to time, and as often 
 as shall be deemed expedient, by the Trustee or by the bond¬ 
 holders. 
 
 Sec. 23. In the event of the enactment by the Legislature 
 of the State of Florida of any law, or in the event of the adoption 
 or entry by the Railroad Commission (or other body or au¬ 
 thority) of said State of any rule or order, which law or which 
 rule or order shall fix or adjust, or shall attempt to fix or adjust, 
 the rates or charges for transportation by railway corporations or 
 common carriers of said state, and which in the opinion of the Trus¬ 
 tee shall reduce or shall tend to reduce the earnings of the Railway 
 Company to such extent as to impair its ability to meet its 
 obligation to pay the principal or the interest of any of the bonds 
 secured by this indenture,—then, and in any such event, upon 
 the written request of the holders of at least ten per cent, of the 
 bonds secured hereby and at the time outstanding, and upon 
 receiving indemnity satisfactory to the Trustee against any 
 expense or liability incurred or likely to be incurred thereby, 
 
50 
 
 it shall be the duty of the Trustee to institute and maintain 
 such action or proceedings at law or in equity, in the Courts of 
 the United States or of the State of Florida, as the Trustee may 
 be advised by counsel learned in the law, to protect the interests 
 of the holders of the bonds secured by this indenture, or to 
 authorize the Railway Company to charge such reasonable 
 rates for the transportation of freight or passengers as may be 
 necessary to enable it to meet its obligations upon said bonds. 
 
 ARTICLE FIVE. 
 
 No recourse under or upon any obligation, covenant or 
 agreement contained in this indenture, or in any bond or cou¬ 
 pon hereby secured, or because of the creation of any indebted¬ 
 ness hereby secured, shall be had against any incorporator, 
 stockholder, officer or director of the Railway Company, or of 
 any successor corporation, either directly or through the Rail¬ 
 way Company, by the enforcement of any assessment or by any 
 legal or equitable proceeding by virtue of any statute or other¬ 
 wise; it being expressly agreed and understood that this in¬ 
 denture, and the obligations hereby secured, are solely corporate 
 obligations, and that no personal liability whatever shall attach 
 to, or be incurred by. the incorporators, stockholders, officers 
 or directors of the Railway Company or of any successor corpora¬ 
 tion, or any of them, because of the incurring of the indebted¬ 
 ness hereby authorized, or under or by reason of any of the 
 obligations, covenants or agreements contained in this in¬ 
 denture, or in any of the bonds or coupons hereby secured, or 
 implied therefrom; and that any and all personal liability of 
 every name and nature, and any and all rights and claims 
 against, every such stockholder, officer or director, whether 
 arising at common law or in equity, or created by statute or 
 constitution, are hereby expressly released and waived as a 
 condition of, and as part of the consideration for the execution 
 of this indenture and the issue of the bonds and interest obliga¬ 
 tions secured hereby. 
 
60 
 
 ARTICLE SIX. 
 
 Section. 1 Any demand, request or other instrument, re¬ 
 quired by this indenture to be signed and executed by bond¬ 
 holders, may be in any number of concurrent writings of similar 
 tenor, and may be signed or executed by such bondholders 
 in person or by agent appointed in writing. Proof of the execu¬ 
 tion of any such demand, request or other instrument, or of the 
 writing appointing any such agent, and of the ownership by any 
 person of coupon bonds transferable by delivery, shall be suffi¬ 
 cient for any purpose of this indenture, and shall be conclusive 
 in favor of the Trustee and of the Railway Company with regard 
 to due action taken by it under such instrument, if such proof be 
 made in the following manner: 
 
 The fact and date of the execution by any person of any such 
 demand, request, or other instrument or writing, may be proved 
 by the certificate of any notary public, or other officer authorized 
 to take acknowledgments of deeds to be recorded in New York, 
 that the person signing such request or other instrument acknowl¬ 
 edged to him the execution thereof, or by an affidavit of a witness 
 to such execution. 
 
 The fact of the holding by any bondholder of coupon bonds 
 transferable by delivery, and the amounts and issue numbers 
 of such bonds, and the date of his holding the same, may be 
 proved by a certificate executed by any trust company, bank, 
 bankers or other depositary (wherever situated), if such certifi¬ 
 cate shall be deemed by the Trustee to be satisfactory, showing 
 that at the date therein mentioned such person had on deposit 
 with such depositary the bonds described in such certificate. 
 The ownership of registered coupon bonds or of registered bonds 
 without coupons shall be proved by the registers of such bonds. 
 
 Sec. 2. The Railway Company and the Trustee may deem 
 and may treat the bearer of any coupon bond hereby secured 
 which shall not at the time be registered as hereinbefore author¬ 
 ized, and the bearer of any coupon for interest on any bond, 
 wdiether such bond shall be registered or not, as the absolute 
 
61 
 
 owner of such bond or coupon, as the case may be, for the pur¬ 
 pose of receiving payment of any bond or coupon, and for all 
 other purposes, and neither the Railway Company nor the 
 Trustee shall be affected by any notice to the contrary. 
 
 The Railway Company and the Trustee may deem and 
 treat the person in whose name any registered bond without 
 coupons, issued hereunder, shall be registered upon the books 
 of the Railway Company, as hereinbefore provided, as the 
 absolute owner of such bond, for the purpose of receiving pay¬ 
 ment of, or on account of the principal and interest of such 
 bond, and for all other purposes, and may deem and treat the 
 person in whose name any coupon bond shall be so registered 
 as the. absolute owner th'ereof, for the purpose of receiving 
 payment of, or on account of, the principal thereof, and for all 
 other purposes, except to receive payment of interest repre¬ 
 sented by outstanding coupons; and all such payments so 
 made to any such registered holder for the time being, or upon 
 his order, shall be valid, and, to the extent of the sum or sums 
 so paid, effectual to satisfy and discharge, the liability for 
 moneys payable upon any such bond. 
 
 ARTICLE SEVEN. 
 
 Section 1. From time to time, while the Railway Company 
 is in possession of any of the property subject to this indenture, 
 but subject to the conditions and limitations in this section 
 prescribed, and not otherwise, the Trustee shall release from 
 the lien and operation of this indenture any part of the rail¬ 
 ways, lands, vessels and marine equipment, and other property 
 then subject hereto, except stocks, bonds and other securities; 
 provided that no such release shall be made unless the Railway 
 Company shall have sold, or shall have contracted to exchange 
 for other property or to sell, the property so to be released. 
 
 Before any such release shall be given, the Railway Company 
 shall file with the Trustee— 
 
62 
 
 (1) A certificate under its corporate seal and verified by the 
 affidavit of its President or of one of its Vice-Presidents or of 
 its Chief Engineer, setting forth (a) a description of the property 
 sold or to be sold or to be exchanged, as aforesaid, and (6) 
 the price for which the same is sold or to be sold, or a description 
 of the property to be received upon any exchange. 
 
 (2) A copy of resolutions duly adopted by the Board of 
 Directors of the Railway Company or of the Executive Com¬ 
 mittee of said Board, approving said sale or exchange and the 
 terms thereof, and setting forth (1) that the use of no part of 
 any lines of track or rights of way requested to be released is 
 necessary or advantageous in the operation of any of the lines 
 of railway subject to this indenture, or is required to maintain 
 the continuity of the lines of railway of the Railway Company; 
 and (2) that the retention of no part of the railways or other 
 property requested to be released is necessary or advantageous 
 for the operation, maintenance or use of such lines of railway, 
 or for use in the business of the Railway Company. 
 
 The proceeds of any and all such sales, and all moneys received 
 as compensation for any property subject to this indenture taken 
 by exercise of the power of eminent domain, shall be set apart 
 and be applied, with the approval of the Trustee, to the pur¬ 
 chase of other property, real or personal, or for betterments of 
 or improvements upon any part of the mortgaged premises. 
 Any new property acquired by the Railway Company to take 
 the place of any property released hereunder, ipso facto, shall 
 become and be subject to this indenture, as fully as if specifically 
 mortgaged or assigned hereby, but, if requested by the Trustee, 
 the Railway Company will convey and assign the same to the 
 Trustee by appropriate deeds or other instruments upon the 
 trusts and for the purposes of this indenture. 
 
 The Railway Company, from time to time, while in possession 
 of any of the property subject to this indenture, also shall have 
 full power in its discretion, to dispose of any portion of the 
 machinery, equipment and implements, at any time subject 
 to the lien hereof, which may have become unfit for such use, 
 
6:5 
 
 replacing the same by new machinery, equipment or implements , 
 which shall become subject to this indenture. 
 
 In no event shall any purchaser or purchasers of any prop¬ 
 erty sold or disposed of under any provision of this Article be 
 required to see to the application of the purchase money. 
 
 Sec. 2. Upon the written request of the President or of a 
 Vice-President of the Railway Company, authorized or approved 
 by resolution of the Board of Directors or of the Executive Com¬ 
 mittee of the Railway Company, the Trustee, from time to time, 
 shall execute such releases or other instruments as may be re¬ 
 quired to release from the lien and operation of this indenture, 
 the leasehold interest, or the term of the lessee or lessees and 
 assigns, under any lease or sub-lease, which may be executed by 
 the Railway Company or by any lessor company of any land sub¬ 
 ject to this indenture or embraced in any lease pledged or as¬ 
 signed under this indenture, which is not embraced in the right 
 of way of the mortgaged railroad or of any leased railroad and is 
 not used for the purpose of stations, yards, round-houses, freight 
 houses, machine shops, docks or gravel-beds, or other purposes 
 connected with the maintenance or operation of the railroad, and 
 thereupon such leasehold interest or term shall be free from the 
 lien and operation of this indenture. The reversion under any 
 such lease shall be and shall remain subject to this indenture. 
 
 Sec. 3. In case any of the property subject to this indenture 
 shall be in the possession of a receiver lawfully appointed, the 
 powers in and by this Article conferred upon the Railway Com¬ 
 pany and its Board of Directors may be exercised by such re¬ 
 ceiver with the approval of the Trustee, and if the Trustee shall 
 be in possession of any of such property under any provision of 
 this indenture, then all the powers in this Article conferred upon 
 the Railway Company and its Board of Directors may be 
 exercised by the Trustee in its discretion. 
 
 Sec. 4. The Railway Company from time to time may make 
 changes or alterations in, or substitutions of, any leases, trackage 
 
64 
 
 rights or contracts that are subject to this indenture; provided 
 that in case of any changes or alterations in, or any substitu¬ 
 tions of, any leases, contracts or trackage rights, by which the 
 Railway Company secures access to any point or points, the 
 written consent of the Trustee hereunder shall first be obtained. 
 In any such event, any modified, altered or substituted leases, 
 contracts or trackage rights forthwith shall become bound by 
 and be subject to the terms of this indenture, in the same manner 
 as those previously existing. 
 
 Sec. 5. A certificate signed by the President or any Vice- 
 President or the Chief Engineer of the Railway Company, 
 may be received by the Trustee as conclusive evidence of any 
 of the facts mentioned in this Article, and shall be full war¬ 
 rant to the Trustee for its action on the faith thereof. 
 
 ARTICLE EIGHT. 
 
 Section 1. The Trustee shall not be answerable for the 
 default or the misconduct of any agent or attorney appointed 
 in pursuance hereof, if such agent or attorney shall have been 
 selected with reasonable care; nor shall any trustee be re¬ 
 sponsible for the acts or defaults of any other trustee or trustees, 
 or for anything whatever in connection with this trust, except 
 each for its or his willful misconduct or gross negligence. 
 The Trustee shall not be personally liable for any debts duly 
 contracted by it, or for damages to persons or property carried 
 or injured, or for salaries or non-fulfillment of contracts, during 
 any period wherein the Trustee shall manage the trust property 
 or premises upon entry or voluntary surrender as aforesaid. The 
 Trustee shall be under no obligation to take any action towards 
 the execution or enforcement of the trusts hereby created, which, 
 in the opinion of the Trustee, shall be likely to involve it in 
 expense or liability, unless one or more of the holders of the 
 bonds hereby secured shall, as often as required by the Trustee, 
 furnish indemnity satisfactory to the Trustee against such ex- 
 
65 
 
 pense or liability; nor shall the Trustee be required to take notice 
 of any default hereunder, and it may for all purposes conclusively 
 assume that there has been no default hereunder, unless and until 
 notified in writing of such default by the holders of at least five 
 per cent in amount of the bonds hereby secured then outstanding, 
 or to take any action in respect of any default unless requested 
 to take action in respect thereof by a writing signed by the 
 holders of not less than twenty-six per cent in amount of the 
 bonds hereby secured, then outstanding, and tendered in¬ 
 demnity as aforesaid. The foregoing provisions of this section 
 are intended only for the protection of the Trustee, and shall 
 not be construed to affect any discretion or power by any pro¬ 
 vision of this indenture given to the Trustee, to determine whether 
 or not it shall take action in respect of any default, or any power 
 or discretion of the Trustee to take action in respect of any 
 default, without such notice or request from bondholders, or to 
 affect any other decision or power given to the Trustee. The 
 Trustee shall not be responsible for the recording of this in¬ 
 denture and shall not be required to file the same as a chattel 
 mortgage. 
 
 Any action by the Trustee upon the request of any person who 
 at the time is the owner of any such bond or bonds, shall be con¬ 
 clusive and binding upon all future owners of the same bond or 
 bonds. 
 
 The Trustee shall incur no liability to anybody in acting 
 upon any notice, request, consent, certificate, bond, document 
 or paper believed by it to be genuine and to have been signed 
 by the proper person. The Trustee may receive a certificate 
 under the corporate seal of the Railway Company, signed by 
 the Secretary or an Assistant Secretary of the Railway Com¬ 
 pany, as sufficient evidence of the passage of any resolution by 
 the Board of Directors or the Executive Committee of the 
 Railway Company. 
 
 The Trustee shall be reimbursed for, and be indemnified 
 against, any liability or damages which may be sustained by 
 it in the premises. The Trustee shall have, secured hereby 
 
66 
 
 upon the property covered by this indenture, a lien prior to 
 that of any bond issued under this indenture, for its compen¬ 
 sation and expenses, and also for any liability or damage by 
 it sustained in the premises. 
 
 The Trustee shall not be responsible in any manner whatsoever 
 for the validity hereof, or for the amount or the extent of the 
 security afforded by the property covered hereby, or for the 
 recitals herein or in said bonds contained, all such recitals being 
 and to be taken as the statements of the Railway Company; nor 
 shall it be accountable for the use of any bonds certified and de¬ 
 livered by the Trustee hereunder or for the application of the 
 proceeds of such bonds. 
 
 The Trustee shall be entitled to reasonable compensation 
 for all services rendered by it in the execution of the trusts 
 hereby created, and the Railway Company agrees to pay such 
 compensation as well as all expenses necessarily incurred or 
 disbursed by the Trustee hereunder. In case of non-payment 
 of any such compensation or expenses, the amount unpaid shall 
 be a lien upon the mortgaged premises prior to the lien of the 
 bonds secured by this indenture. 
 
 Sec. 2. The Trustee, or any trustee or trustees hereafter 
 appointed, may resign and may be discharged from the trusts 
 created by this indenture by giving to the Railway Company 
 and to the bondholders, notice by publication of such resig¬ 
 nation, specifying a date when such resignation shall take effect, 
 which notice shall be published at least once on a day not less 
 than thirty days nor more than sixty days prior to the date so 
 specified, in a newspaper at that time published in New York, 
 N. Y. Such resignation shall take effect on the day specified 
 in such notice, unless previously a successor trustee shall have 
 been appointed as hereinafter provided, in which event such 
 resignation shall take effect immediately upon the appointment 
 of such successor trustee. 
 
 Any trustee or trustees hereunder may be removed at any 
 time by an instrument in writing executed by the Railway 
 
67 
 
 Company, or by an instrument in writing under the hands of 
 the holders of a majority in amount of the bonds hereby secured 
 and then outstanding. 
 
 Sec. 3. In case at any time the Trustee, or any successor 
 trustee, shall resign or shall be removed or otherwise shall be¬ 
 come capable of acting, a successor or successors may be ap¬ 
 pointed by the holders of a majority in amount of the bonds 
 hereby secured then outstanding, by an instrument or concur¬ 
 rent instruments signed by such bondholders or their attorneys- 
 in-fact duly authorized; provided , nevertheless, and it is hereby 
 agreed and declared that, in case at any time there shall be a 
 vacancy in the office of Trustee hereunder, the Railway Com¬ 
 pany, by an instrument executed by order of its Board of Di¬ 
 rectors, may appoint a trustee to fill such vacancy until a new 
 trustee shall be appointed by the bondholders as herein au¬ 
 thorized. Thereupon the Railway Company shall publish notice 
 of such appointment once a week for four successive weeks in a 
 newspaper published in New York, N. Y., but any new trustee 
 so appointed by the Railway Company shall immediately and 
 without further act be superseded by a trustee appointed in the 
 manner above provided by the holders of a majority in amount 
 of the bonds hereby secured, if such appointment by bond¬ 
 holders be made prior to the expiration of one year after such 
 publication of notice. Every such trustee appointed in place 
 of Bankers Trust Company, or its successor in the trust, shall 
 always be a trust company in good standing, having a capital 
 and surplus aggregating at least $1,000,000, if there be such a 
 trust company willing and able to accept the trust upon 
 reasonable or customary terms. 
 
 Any such new trustee appointed hereunder shall execute, 
 acknowledge and deliver to the Railway Company, an instru¬ 
 ment accepting such appointment hereunder, and thereupon 
 such successor trustee, without any further act, deed or con¬ 
 veyance, shall become vested with all the estates, properties, 
 rights, powers, trusts duties and obligations of its predecessor 
 
68 
 
 in the trust hereunder, with like effect as if originally named 
 as trustee herein; but, nevertheless, on the written request of 
 the Railway Company or of the successor trustee, the trustee 
 ceasing to act shall execute and deliver an instrument trans¬ 
 ferring to such successor trustee, upon the trusts herein ex¬ 
 pressed, all the estates, properties, rights, powers and trusts 
 of the trustee so ceasing to act, and shall duly assign, transfer 
 and deliver its interests in any stocks, bonds or other property 
 and moneys subject to this indenture, to the successor trustee 
 so appointed in its place; and, upon request of any such suc¬ 
 cessor trustee, the Railway Company shall make, execute, 
 acknowledge and deliver any and all deeds, conveyances or 
 other instruments in writing for more fully and certainly vest¬ 
 ing in and confirming to such successor trustee all such estates, 
 properties, rights, powers and duties. 
 
 Sec. 4. For the purposes of Section 2 and Section 3 of this 
 Article, the fact of the holding of bonds by any bondholder, 
 and the amount and issue numbers of such bonds and the date 
 of his holding the same, may be evidenced either in the manner 
 specified in Article Six of this indenture or, at the option of any 
 bondholder, by affidavit of the bondholder in the case of cou¬ 
 pon bonds transferable by delivery, and by a certificate of the 
 bond registrar in the case of registered coupon bonds and 
 registered bonds without coupons. 
 
 Sec. 5. If at any time or times, in order to conform to any 
 law of any locality in which the Railway Company may hold 
 property, the Railway Company shall so request, the Railway 
 Company and the Trustee shall unite in the execution, de¬ 
 livery and performance of all instruments and agreements 
 necessary or proper to appoint another trust company or one 
 or more persons approved by the Trustee, to act either as co¬ 
 trustee or as co-trustees, for any purpose of this indenture, of 
 all or any of the property subject to this indenture jointly 
 with the Trustee originally named herein or its successors, or 
 to act as separate trustee or trustees of any of such property. 
 
60 
 
 ARTICLE NINE. 
 
 Section 1. Until some default shall have been made in the 
 due and punctual payment of the interest or of the principal 
 of the bonds at any time outstanding and hereby secured, or 
 of some part of such interest or principal, or in the due and 
 punctual performance and observance of some covenant or con¬ 
 dition hereof obligatory upon the Railway Company, and, until 
 such default shall have continued beyond the period of grace, 
 if any, herein provided in respect thereof, or until the Railway 
 Company voluntarily shall have surrendered possession to the 
 Trustee as herein permitted, the Railway Company, its suc¬ 
 cessors and assigns, shall be suffered and permitted to retain 
 actual possession of all the property subject to this indenture 
 (other than bonds, certificates, of stock, cash and other property, 
 pledged or to be pledged hereunder with the Trustee) and to 
 manage, operate and use the same and every part thereof, 
 with the rights and franchises appertaining thereto, and to col¬ 
 lect, receive, take, use and enjoy the tolls, earnings, income, 
 rents, issues and profits thereof. 
 
 Sec. 2. If, when the bonds hereby secured shall have be¬ 
 come due and payable, the Railway Company shall well and 
 truly pay, or cause to be paid, the whole amount of the principal 
 and interest due upon all of the bonds and coupons hereby 
 secured, then outstanding, or shall provide for the payment 
 of such bonds and coupons by depositing with the Trustee 
 hereunder the entire amount due thereon for principal and 
 interest, and also shall pay, or cause to be paid, all other sums 
 payable hereunder by the Railway Company, and shall well 
 and truly keep and perform all the things herein required 
 to be kept and performed by it according to the true intent 
 and meaning of this indenture, then and thereupon all prop¬ 
 erty, rights and interests hereby conveyed or assigned or pledged 
 shall revert to the Railway Company, and the estate, rights, 
 title and interest of the Trustee shall thereupon cease, determine 
 and become void; and the Trustee in such case, on demand of 
 the Railway Company, and at its cost and expense, shall enter 
 
70 
 
 satisfaction of this indenture upon the record; otherwise the 
 same shall be, continue and remain in full force and virtue. 
 
 ARTICLE TEN. 
 
 Section 1. All the covenants, stipulations, promises and 
 agreements in this indenture contained, by or in behalf of the 
 Railway Company, shall bind its successors and assigns, whether 
 so expressed or not. 
 
 Sec. 2. Nothing contained in this indenture or in any bond 
 hereby secured, shall prevent any consolidation or merger of 
 the Railway Company with any other corporation, or any 
 conveyance and transfer (subject to the continuing lien of this 
 indenture and to all the provisions thereof), of all the property 
 subject to this indenture as an entirety to a railroad corpora¬ 
 tion at that time existing under and by virtue of the laws of any 
 State or States, or of the United States, and empowered to 
 acquire the same; provided, however, that such consolidation, 
 merger or sale shall not impair the lien and security of this in¬ 
 denture, or any of the rights or powers of the Trustee or of the 
 bondholders hereunder, and that upon such consolidation, 
 merger or sale the due and punctual payment of the principal 
 and interest of all of the bonds hereby secured, according to 
 their tenor, and the due and punctual performance and ob¬ 
 servance of all the covenants and conditions of this indenture, 
 shall be assumed by the corporation formed by such con¬ 
 solidation or merger, or purchasing as aforesaid. 
 
 Sec. 3. In case, pursuant to Section 2 of this Article, the 
 Railway Company shall be consolidated or merged with any 
 other corporation, or shall sell, convey and transfer (subject to 
 this indenture), all the property covered by this indenture, 
 as an entirety as aforesaid, the successor corporation formed by 
 such consolidation, or into which the Railway Company shall 
 have been merged, or which shall have purchased and received 
 
71 
 
 a conveyance and transfer, as aforesaid—upon executing and 
 causing to be recorded an instrument satisfactory to the Trustee, 
 whereby such successor corporation shall assume the due and 
 punctual payment of the principal and interest of the bonds 
 hereby secured, and the performance of all the covenants and 
 conditions of this indenture—shall succeed to, and be sub¬ 
 stituted for, the Railway Company, party of the first part 
 hereto, with the same effect as if it had been named herein as 
 such party of the first part; and such successor corporation there¬ 
 upon may cause to be signed, and may issue, either in its own 
 name or in the name of Florida East Coast Railway Com¬ 
 pany, any or all of such bonds which theretofore shall not 
 have been signed by the Florida East Coast Railway Com¬ 
 pany and delivered to the Trustee; and, upon the order 
 of 'said successor corporation, in lieu of the Railway Com¬ 
 pany, and subject to all the terms, conditions and re¬ 
 strictions herein prescribed, the Trustee shall certify and shall 
 deliver any of such bonds which previously shall have been 
 signed and delivered by the officers of the Railway Company 
 to the Trustee for certification, and any of such bonds which such 
 successor corporation thereafter shall cause to be signed and 
 delivered to the Trustee for that purpose. All the bonds so 
 issued shall, in all respects, have the same legal rank and se¬ 
 curity as the bonds theretofore or thereafter issued in accordance 
 with the terms of this indenture, as though all of said bonds had 
 been issued at the date of the execution hereof. 
 
 Sec. 4. For every purpose of this indenture, including the 
 execution, issue and use of any and all bonds hereby secured, 
 the terms “ Railway Company ” and “ Florida East Coast 
 Railway Company ” include and mean not only the party of. the 
 first part hereto, but also any such successor corporation formed 
 by consolidation or otherwise under the laws of Florida or of 
 any State or States or of the United States. Every such suc¬ 
 cessor or purchasing corporation shall possess, and from time to 
 time may exercise, each and every right and power hereunder 
 
72 
 
 of the Florida East Coast Railway Company, in its name or 
 otherwise. 
 
 Sec. 5. Any act or proceeding, by any provision of this 
 indenture authorized or required to be done or performed by 
 any board or officer of the Railway Company, shall and may be 
 done and performed with like force and effect by the like board 
 or officer of any railroad corporation that shall at the time be 
 such lawful sole successor or purchaser of the Railway Company. 
 
 Sec. 6. Nevertheless, before the exercise of the powers 
 conferred by this Article, the Railway Company, by instru¬ 
 ment in writing executed by authority of two-thirds of its board 
 of directors and delivered to the Trustee, may surrender any 
 of the powers reserved to the Railway Company or to such 
 successor corporation; and thereupon such power so surrendered 
 shall terminate. 
 
 Sec. 7. The word Trustee means the Trustee for the time 
 being, whether original or successor; the words Trustee, bond, 
 bondholder, shall include the plural as well as the singular num¬ 
 ber, unless otherwise expressly indicated. The word coupons 
 refers to the interest coupons attached to the coupon bonds 
 issued hereunder. The word person, used with reference to a 
 bondholder, shall include associations or corporations owning 
 any of said bonds. 
 
 Bankers Trust Company, Trustee, the party hereto of the 
 second part, hereby accepts the trusts in this indenture declared 
 and provided, and agrees to perform the same upon the terms 
 and conditions hereinbefore set forth. 
 
 For the purpose of facilitating the record hereof, this indenture 
 has been executed in nine counterparts, each of which shall be 
 and shall be taken to be an original, and all collectively but one 
 instrument. 
 
 IIn WitnCSS Whereof, Florida East Coast Railway Com¬ 
 pany, the party hereto of the first part, has caused this indenture 
 
to be signed and acknowledged or proved by its President or its 
 Vice-President, and its corporate seal to be hereunto affixed, and 
 the same to be attested by the signature of its Secretary; and 
 Bankers Trust Company, the party of the second part, has caused 
 its corporate seal to be hereunto affixed and to be attested by 
 its Assistant Secretary, and these presents to be signed and 
 acknowledged or proved by its Vice-President, dated the day and 
 year first above written. 
 
 Florida East Coast Railway Company, 
 [l. s.] By J. R. Parrott, 
 
 President. 
 
 Attest: J. C. Salter, 
 
 Secretary. 
 
 Bankers Trust Company, 
 [l. s.] By Benj. Strong, Jr., 
 
 Vice-President. 
 
 Attest: H. F. Wilson, Jr., 
 
 Asst. Secretary. 
 
 Signed, sealed and delivered 
 in the presence of 
 
 Wm. H. Bruder. 
 
 F. W. Stevens. 
 As to Florida East Coast 
 Railway Company, 
 
 Signed, sealed and delivered 
 in the presence of 
 
 A. C. Livingston. 
 
 E. W. Lyon. 
 
 As to Bankers Trust 
 Company. 
 
74 
 
 State of New York 
 
 State of New York j 
 
 l ss. 
 
 County of New York J 
 
 Be it remembered, that on this 19th day of June, 1909, 
 before me a duly authorized and commissioned notary public 
 of the State of New York, personally appeared Joseph R. Parrott, 
 the President of the Florida East Coast Railway Company, 
 the corporation named in and which executed the foregoing 
 indenture, and Jasper C. Salter the Secretary of said Company, 
 both to me personally known as the respective officers aforesaid 
 and each being duly sworn deposes and says that he the said 
 Joseph R. Parrott, resides in Jacksonville, State of Florida, and 
 is the President of said 'corporation, and that he, the said 
 Jasper C. Salter, resides in State of New York, and is the Secre¬ 
 tary of said corporation, that they know the corporate seal of said 
 Company; that the seal affixed to the foregoing instrument is such 
 corporate seal and that it was affixed thereto by the order of the 
 Board of Directors of said Company, and that they, the said 
 Joseph R. Parrott and the said Jasper C. Salter, signed their 
 names thereto by like order of said Board of Directors as such 
 President and Secretary of said Company respectively. 
 
 And the said Joseph R. Parrott as such President and the said 
 Jasper C. Salter as such Secretary, further acknowledged to me 
 that they executed said instrument in the name of said Company 
 and under its corporate or common seal for the uses and pur¬ 
 poses therein expressed, and that said instrument is the act and 
 deed of said corporation. 
 
 In witness whereof, I have hereunto set my hand and 
 official seal, this 19th day of June, A.D., 1909. 
 
 [Seal] 
 
 Wm. H. Bruder, 
 
 Notary Public, New York County, State of New York. 
 My commission of office expires March 30, 1911. 
 
 State of New York 
 
 County of New York J 
 
 Be it remembered, that on this 23rd day of June, 1909, 
 before me a duly authorized and commissioned notary public of 
 the State of New York, personally appeared Benjamin Strong, Jr., 
 
75 
 
 Vice-President of Bankers Trust Company, the corporation 
 named in and which executed the foregoing indenture, and 
 Henry F. Wilson, Jr., Assistant-Secretary of said Company, both 
 to me personally known as the respective officers aforesaid and 
 each being duly sworn deposes and says that he, the said 
 Benjamin Strong, Jr., resides in State of New Jersey, and is 
 the Vice-President of said corporation, and that he, the said 
 Henry F. Wilson, Jr., resides in State of New York, and is the 
 Assistant Secretary of said corporation, that they know the 
 corporate seal of said Company; that the seal affixed to the 
 foregoing instrument is such corporate seal and that it was 
 affixed thereto by the order of the Board of Directors of said 
 Company, and that they, the said Benjamin Strong, Jr., and 
 the said Henry F. Wilson, Jr., signed their names thereto 
 by like order of said'Board of Directors as such Vice-Presi¬ 
 dent and Assistant-Secretary of said Company respectively. 
 
 And the said Benjamin Strong, Jr., as such Vice-President and 
 the said Henry F. Wilson, Jr., as such Assistant Secretary, further 
 acknowledged to me that they executed said instrument in the 
 name of said Company and under its corporate or common seal 
 for the uses and purposes therein expressed and that said instru¬ 
 ment is the act and deed of said corporation. 
 
 In witness whereof, I have hereunto set my hand and 
 official seal, this 23rd day of June, A.D., 1909. 
 
 [seal] 
 
 Thomas G. Simpson, 
 Notary Public, State of New York. 
 Notary Public, New York County. 
 
 My commission of office expires March 30, 1910. 
 
70 
 
 State of Florida 
 
 Putnam County 
 
 Filed for Record at 9:25 o’clock a.m. on the day of 5th of 
 July A. D., 1909 and recorded on the 15th day of July A. D., 
 1909 in book of Mortgages No. “ Z ” Page 61 to 111. 
 
 (Signed) Henry Hutchinson, 
 [seal] Clerk Circuit Court. 
 
 By (Signed) J. C. Walis, 
 D. C. 
 
 State of Florida 
 
 County of Dade 
 
 This instrument was filed for record this 5th day of July 
 at 3:40 P.M. 1909, and duly recorded in Book 17 of Mortgages 
 on page 102. 
 
 (Signed) Z. T. Merritt, 
 
 [seal] Clerk Circuit Court. 
 
 By (Signed) T. H. Gray, 
 
 Record verified. Deputy Clerk. 
 
 436S 
 
 Filed in the office of the Clerk of the Circuit Court, St. Johns 
 County, Florida, on the 5th day of July A. D., 1909, 9 A.M. 
 and recorded in Mtg. Record P. at Page 142-188. 
 
 (Signed) W. Wallace Snow, 
 
 [seal] Clerk Circuit Court. 
 
 Record verified. 
 
 State of Florida 1 
 
 | ss. 
 
 County of Monroe J 
 
 Be it Remembered That on the 6th day of July A. D., 1909 
 the annexed instrument of writing was presented and filed for 
 record with the Subscriber, Clerk of the Circuit Court, for said 
 
county and the same being properly authenticated, I have duly 
 recorded the same in book “ L ” of Mortgage & Leins on pages 
 12 to 61 Monroe County Records. 
 
 Witness my hand and the seal of the said court this the 6th 
 day of July, 1909. 
 
 (Signed) E. W. Russell, 
 
 [seal] Clerk. 
 
 By (Signed) I). Z. Filer, 
 
 Record verified. D. C. 
 
 State of Florida 
 County of Brevard 
 
 This instrument of writing was filed for record in the office of 
 the Clerk of the Circuit Court on this 6th day of July, A. D., 
 1909, at 5:15 o’clock p.m. and the same has been duly recorded 
 in Mortgage book “ R ” at page 132 et seq. 
 
 Witness my hand and the seal of the Circuit Court this 6th 
 day of July A. D., 1909 at 5:15 o’clock p.m. 
 
 (Signed) A. A. Stewart, 
 
 [seal] Clerk Circuit Court. 
 
 By (Signed) O. A. Stewart, 
 
 Record verified. Deputy Clerk. 
 
 State of Florida 
 County of Volusia 
 
 ss. 
 
 Filed for record in the office of the Clerk of Circuit Court on 
 the 6th day of July, A. D., 1909 and recorded in book 20 of 
 Mtgs. page 522 etc. Record Verified at 10:10 A.M. 
 
 Witness my hand and seal of said Court this 6th day of July 
 A. D., 1909. 
 
 Saml. D. Jordan, 
 
 [seal] Clerk Circuit Court. 
 
78 
 
 State of Florida 
 County of St. Lucie 
 
 This instrument of writing was filed for record in the office of 
 the Clerk of the Circuit Court on this 8th day of July, A.D., 
 1909 at 9 o’clock a.m. and the same has been duly recorded in 
 Mortgage book 1 at page 658. 
 
 Witness may hand and the seal of the Circuit Court this 8th 
 day of July A. D. 1909. 
 
 (Signed) G. E. Fultz, 
 
 [seal] Clerk Circuit Court. 
 
 Record verified. 
 
 21182 
 
 Filed and Recorded in the Public 
 Records of Duval Co., Fla. 
 
 This 10th day of July 1909, 11:15 A.M. In Mortgage Book 
 No. 36 on page 150. 
 
 R. D. Cassidey, 
 
 [seal] Clerk. 
 
 By E. R. Hedstrom, 
 Record verified. D. C. 
 
 State of Florida 
 County of Palm Beach ] 
 
 This instrument was filed for record this 12th day of July, 
 1909, at 9:15 A.M., and duly recorded on the 20th day of July, 
 1909, in Book 2 of Mtges on page 1. 
 
 (Signed) Fred. E. Fenno, 
 
 [seal] Clerk Circuit Court. 
 
 By (Signed) Wm. Coflin, 
 
 Record verified. Deputy Clerk.