380.977359 
 
 B62ni BLOOMINGTON AND NORMAL 
 
 RAILWAY AND LIGHT COMPANY 
 
 MORTGAGE DEED OF TRUST 
 
 iivi]
 
 ^ Bloomington a od Normal Railway and 
 
 [.it; fit Company 
 
 AND 
 
 Illinois Trust and Savings Bank as Trustee 
 
 MORTGAGii. DEED OF TRUST 
 
 Dated June 1, 1911 
 
 Securing an issue of First and General Mortgage Five Per 
 Cent Gold Bonds, Due January 1, 1928 
 
 Authorized Issue $3,500,000. 
 
 Issued on Execution of Mortgage ...... 769,000. 
 
 Reserved to retire Underlying Bonds ..... 600,000. 
 
 Reserved for Additions and Improvements .... 2,131,000. 
 
 Interest January 1 and July 1, at office of Trustee, or of 
 Chase National Bank, New York. 
 
 Callable as a whole for redemption, or in part for the Sinking Fund only, 
 at 1023^ and accrued interest on any interest day. 
 
 Sinking Fund of 1% per annum of issued bonds July 1, 1912, to July 1, 
 1919, inclusive, 2% per annum of issued bonds, July 1, 1920, to 
 July 1, 1927, inclusive. 
 
 (NOT PART OF MORTQAQE)
 
 ^ 
 
 INDEX 
 
 {Xut part of niortgarfc) 
 
 PAGE 
 
 Bonds, Call and payment of 29 
 
 Exchange of 44 
 
 Execution and delivciy of Id ct scq. 
 
 Forms of 4, 9 
 
 Transfer of 44 
 
 Bondholders, proof of action by 51 
 
 Coupons, form of 7 
 
 Covenants by Company 32 
 
 Default 44 e< seq. 
 
 Application of proceeds of sale 47 
 
 Power of sale 46 
 
 Provisions for and remedies upon 44 
 
 Provisions for waiver of 48 
 
 Provisions relating to sale on foreclosure 50 
 
 Discharge 56 
 
 Foreclosure 44 ef seq. 
 
 Granting clause 13 
 
 Habendum 19 
 
 Insurance 34, 54 
 
 Liabilities of officers. Directors, etc 51 
 
 Property mortgaged, Description of 13 
 
 Possession and use until default 31 
 
 Sale and release of, before default 39 
 
 Sale and Release before Default 39 
 
 ^ 0^ ^^^^ o" Foreclosure, Provisions relating to 50 
 
 i\ Sinking fund 42 ei seq. 
 
 Taxes and liens 32 
 
 ,,^^^ Trustee, Rights and duties of 53 
 
 C Votes authorizing bonds and mortgage 2, 3 
 
 ^^ 
 
 V 
 
 .^ 

 
 THIS INDENTURE, dated this first day of June, in 
 the year 1911, between Bloomington and Normal Rail- 
 way AND Light Company, a corporation organized and 
 existing under the laws of the State of Illinois, hereinafter 
 called the ''Company," party of the first part, and Illinois 
 Trust and Savings Bank, a corporation organized and 
 existing under the laws of said State of Illinois, hereinafter 
 called the ''Trustee," party of the second part, 
 
 WITNESSETH: That, 
 
 Whereas the Company is duly authorized to construct, 
 maintain and operate systems of street railway, electric Hght 
 and power, gas, hot water and steam heating service in the 
 City of Bloomington in the County of McLean in the State 
 of Illinois, and systems of street railway and electric light 
 and power service in the Town of Normal, in said County; 
 and 
 
 Whereas the Company desires to raise money for its 
 corporate purposes, and is duly authorized to borrow money, 
 issue its corporate bonds therefor and to cause the same 
 to be secured by mortgage upon all its property now owned 
 and hereafter to be acquired; and 
 
 Whereas so much of the property of the Company as 
 was acquired from the Bloomington & Normal Railway, 
 Electric & Heating Company is subject to the first mort- 
 gage of that company, dated June 2, 1902, securing six 
 hundred thousand (600,000) dollars of the first gold mort- 
 gage 5% bonds of the said company, dated June 2, 1902, 
 and maturing June 1, 1927 and hereinafter referred to as 
 "the first mortgage"; and 
 
 Whereas the Company proposes to issue from time to 
 time not exceeding three million five hundred thousand 
 (3,500,000) dollars face value of its First and General
 
 Mortgage Gold Bonds dated June 1, 1911, due January 1, 
 1928, secured by an indenture of mortgage establishing a 
 first lien upon all its property except only as to said property 
 ac(}uired from said Bloomington & Normal Railway, Elec- 
 tric & Heating Company, on which property said in- 
 denture of mortgage is to establish a lien subject only to 
 said first mortgage, dated June 2, 1902, securing six hun- 
 dred thousand (600,000) dollars of first mortgage gold 
 bonds as aforesaid; and 
 
 Whereas at a meeting of the stockholders of the Com- 
 pany duly called for the purpose and held at the principal 
 office of the Company at Bloomington, Illinois, on the 29th 
 day of August, 1911, it was 
 
 Voted: That, to raise money for the general pur- 
 poses of the Company, the Board of Directors be and 
 hereby is authorized to cause to be issued from time to 
 time in its discretion three million five hundred thou- 
 sand (3,500,000) dollars of negotiable gold bonds of this 
 Company, in such denominations and for such term and 
 at such rate or rates of interest as the said board shall 
 determine, dated June 1, 1911 or any such other date as 
 may be fixed by the said board; and that for the i)ur- 
 pose of securing the payment of said bonds in accordance 
 with their terms the Board of Directors be and hereby 
 is authorized and directed to cause to be executed a 
 mortgage upon anj" or all of the i)roperty and fran- 
 chises of the Company, whether now owned or here- 
 after acquired, said mortgage and bonds to cover such 
 property, to be in such form and to contain any such 
 terms and provisions not actually inconsistent with 
 this vote, including a provision for the certification 
 of temporary bonds and a provision stipulating the 
 terms upon which said bonds may be issued and se- 
 cured thereby, as may be determined by the said 
 Board of Directors 
 
 and 
 
 Whereas at a meeting of the Board of Directors of the 
 Company duly called for the purpose and held at the office
 
 8 
 
 of the Company in Bloomington, Illinois, on the 29th day 
 of August, 1911, it was 
 
 Voted: That there be issued by the Company First 
 and General Mortgage Gold Bonds to an amount not ex- 
 ceeding in the aggregate three million five hundred thou- 
 sand (3,500,000) dollars, dated June 1, 1911, payable 
 January 1, 1928, bearing interest at the rate of five (5) per 
 centum per annum payable semi-annually on the first 
 days of January and July of each year; the first instal- 
 ment of interest to be due January 1, 1912, both princi- 
 pal and interest to be payable in gold coin of the United 
 States of America of the present standard of weight and 
 fineness, said bonds to be substantially in the forms 
 presented to this meeting; that an indenture of mort- 
 gage covering all the property of the Company now 
 owned or hereafter acquired be executed to secure said 
 bonds equally and without priority of one bond over 
 any other bond; that the draft indenture of mort- 
 gage presented at this meeting be and hereby is ap- 
 proved; that the President or a Vice-President and 
 the Treasurer or an Assistant Treasurer be and hereby 
 are authorized to execute and deliver as many copies 
 as they deem desirable of an indenture mortgaging all 
 the property and franchises of the Company to secure 
 said bonds, the form of said indenture to be substan- 
 tially similar to the above-mentioned draft indenture 
 presented to this meeting, and to execute and deliver 
 the bonds thereunder and hereby authorized; and 
 that the Treasurer be and hereby is authorized to exe- 
 cute said coupons by causing his facsimile signature to 
 be affixed thereto. 
 
 and 
 
 Whereas this indenture as now printed is substantially 
 similar to the draft indenture mentioned in said vote; and 
 
 Whereas said bonds are in substantially the following 
 forms : —
 
 (Coupon Bond) 
 
 UNITED STATES OF A.MEKICA. 
 State of Illinois. 
 
 BLOOMINGTON AND NORMAL RAILWAY AND 
 
 LIGHT CO:\IPANY. 
 
 First and General Mortgage Five Per Cent. Gold Bond 
 
 Total Authorized Issue $3,500,000. 
 
 No. SI, 000. 
 
 Bloomington and Normal Railway and Light Com- 
 pany, a corporation organized and existing under the laws 
 of the State of Ilhnois, for \ahie received, promises to pay 
 to the bearer, or, in case of registration, to the registered 
 holder hereof, 
 
 One Thousand Dollars 
 
 in gold coin of the United States of America of the present 
 standard of weight and fineness at the office of Illinois 
 Trust & Savings Bank, Trustee, as hereinafter set forth, or 
 its successor in said trust (hereinafter inclusively referred 
 to as Illinois Trust & Savings Bank) in Chicago, Illinois, 
 on Januar>^ 1, 1928 (or earlier at the option of the obligor 
 as hereinafter provided), with interest on said sum from 
 the date hereof at the rate of five (5) per centum per 
 annum, payable January 1, 1912, and semi-annually 
 thereafter in like gold coin on the first days of Januarj^ 
 and July of each year, at the office of Illinois Trust & Sav- 
 ings Bank, or, at the option of the holder, at the office of 
 Chase National Bank, in New York, New York, or its 
 successor, upon surrender of the respective coupons at- 
 tached hereto as they severally become due. This bond 
 and its coupons are payable without deduction for any pres- 
 ent or future tax or taxes.
 
 This bond is one of a series of bonds aggregating tliree 
 million five hundred thousand (3,500,000) dollars in amount, 
 dated June 1, 1911, maturing January 1, 1928, issued and to 
 be issued by Bloomington and Normal Railway and Light 
 Company, bearing interest at the rate of five (5) per centum 
 per annum, and being as far as may be of like tenor and 
 effect. Bonds of said series may be in the form of coupon 
 bonds of the denomination of one thousand (1,000) dollars 
 each, numbered consecutively from one (1) to tliree thousand 
 five hundred (3,500), inclusive, or in the form of registered 
 bonds without coupons of the denominations of one thousand 
 (1,000) dollars, five thousand (5,000) dollars, ten thousand 
 (10,000) dollars, and of such other multiples of one thousand 
 (1,000) dollars as shall be prescribed by Bloomington and 
 Normal Railway and Light Company, nimibered consecu- 
 tively and issued in lieu of or in exchange for such coupon 
 bonds, each such registered bond without coupons having 
 endorsed thereon the number or numbers of the coupon 
 bond or coupon bonds in lieu of or in exchange for which 
 it is issued. 
 
 All bonds of said series are, as to both principal and 
 interest, issued under and equally secured by an indenture of 
 mortgage dated June 1, 1911, whereby Bloomington and 
 Normal Railway and Light Company has mortgaged and 
 conveyed or assigned all its property now owned and here- 
 after acquired to Illinois Trust & Savings Bank, as Trus- 
 tee, as provided in said indenture, as seciu'ity for said 
 bonds; and reference is hereby made to said indenture for 
 a description of the properties mortgaged and conveyed 
 or assigned to said Trustee and the rights of the holders of 
 said bonds under the same and the terms and conditions 
 upon which said bonds are issued and secured. Said in- 
 denture provides for the creation of a sinking fund in the 
 hands of the Trustee. 
 
 This bond may be called and redeemed from the holder on 
 any interest day in the manner provided in said indenture 
 on payment of the principal sum hereof with a premium
 
 of two and one-half (23^) per centum thereon, and ac- 
 crued interest. Interest shall cease to be payable to the 
 holder of this bond if it is thus called, and paj-ment is 
 duly provided, from and after the date fixed in the call for 
 pa^Tnent. 
 
 This bond, but not its coupons, is subject to registration 
 from time to time in accordance with the registration 
 privileges endorsed hereon. Registration shall not affect 
 the negotiability of the coupons, which shall continue to 
 be transferable by delivery, and the payment of any coupon 
 to the bearer thereof shall be a discharge of the obligor 
 in respect to the interest therein mentioned. This coupon 
 bond, with all coupons for future interest hereon, is, either 
 singly or together with other bonds of said series, exchange- 
 able for a registered bond without coupons of said series 
 of a denomination equivalent to the sum total of the prin- 
 cipal obligations represented by the bond or bonds for which 
 it is exchanged. 
 
 It is part of the contract herein contained that each 
 holder hereof waives all right of recourse to any personal, 
 statutory or other liability of any stockholder, officer or 
 director of Bloomington and Normal Railway and Light 
 Company for the collection of any indebtedness hereunder, 
 as is more fully stated in said indenture. 
 
 In the event of default the principal of this bond may 
 be declared by Illinois Trust & Savings Bank due and 
 payable before maturity, as provided in said indenture. 
 
 This bond shall not become obligatory for any purpose 
 until the certificate hereon shall have been signed by said 
 Illinois Trust & Savings Bank. 
 
 In Witness Whereof, Bloomington and Normal Rail- 
 way and Light Companj' has caused these presents to be 
 executed in its name and behalf and its corporate seal to 
 be hereto affixed by its President or a Vice-President and 
 its Treasurer or an Assistant Treasm*er, thereunto duly 
 authorized, and has likewise caused the annexed coupons
 
 to be authenticated by a fac-simile of the signature of its 
 Treasurer on this first day of June, 1911. 
 
 BLOOMINGTON AND NORMAL RAILWAY AND 
 
 LIGHT COMPANY 
 By 
 
 President. 
 
 And by 
 
 Treasurer. 
 
 (Form of First Coupon) 
 No $29.17 
 
 On the first day of January, 1912, upon surrender hereof, 
 Bloomington and Normal Railway and Light Com- 
 pany will pay to the bearer at the office of IlHnois 
 Trust & Savings Bank in Chicago, lUinois, or its successor, 
 or, at the option of the bearer, at the office of Chase 
 National Bank in New York, New York, or its successor, 
 twenty-nine and 17/100 (29.17) dollars in gold coin of 
 the United States of America, being seven (7) months' 
 interest then due on its First and General Mortgage 
 Five Per Cent. Gold Bond No. , unless said bond 
 
 shall have been previously called and paid. 
 
 Treasurer. 
 
 (Form of Coupons other than First Coupon) 
 No $25. 
 
 On the first day of , upon sur- 
 
 render hereof, Bloomington and Normal Railway and 
 Light Company will pay to the bearer at the office of Illinois 
 Trust & Savings Bank in Chicago, Illinois, or its successor,
 
 8 
 
 or, at the option of the bearer, at the office of Chase 
 National Bank, in New York, New York, or its successor, 
 twenty-five (25) dollars in gold coin of the United States of 
 America, being six (6) months' interest then due on its 
 First and General Mortgage Five Per Cent. Gold Bond 
 No. , unless said bond shall have been previously 
 
 called and paid. 
 
 Treasurer. 
 
 Trustee's Certificate. 
 
 Illinois Trust & Savings Bank, Trustee, hereby cer- 
 tifies that this bond is one of the series referred to in the 
 within-mentioned indenture of mortgage. 
 
 ILLINOIS TRUST & SAVINGS BANK, Trustee. 
 
 By 
 
 Registration. 
 
 (to be endorsed) 
 
 This bond, but not its coupons, may be registered from 
 time to time at the option of the holder on the books of 
 Illinois Trust & Savings Bank, Trustee, or its successor, 
 and, if registered, shall pass only by transfer upon such 
 books, unless such transfer shall have been made and regis- 
 tered to bearer, in which case it shall again pass by delivery 
 until again registered. 
 
 Notice. — No writing on this bond except by an officer of 
 the Company or of the Trustee. 
 
 IN WHOSE NAME 
 DATE OF REGISTRATION. REGISTERED. TRUSTEE.
 
 9 
 
 (Registered Bond without Coupons) 
 
 UNITED STATES OF AMERICA. 
 State of Illinois. 
 
 BLOOMINGTON AND NORMAL RAILWAY AND 
 
 LIGHT COMPANY. 
 
 First and General Mortgage, Five Per Cent. Gold Bond. 
 
 Total Authorized Issue S3, 500,000. 
 
 No S 
 
 Bloomington and Normal Railway and Light Com- 
 pany, a corporation organized and existing under the laws 
 of the State of Illinois, for value received, promises to pay 
 to 
 
 Dollars 
 in gold coin of the United States of America of the present 
 standard of weight and fineness at the office of Illinois 
 Trust & Savings Bank, Trustee, as hereinafter set forth, or 
 its successor in said trust (hereinafter inclusively referred 
 to as Illinois Trust & Savings Bank) in Chicago, Illinois, 
 on January 1, 1928 (or earlier at the option of the obligor as 
 hereinafter provided), with interest on said sum from the 
 first day of January or the first day of July, as the case 
 may be, next preceding the date of the certification hereof, 
 or from such date of certification if it be a first day of 
 January or a first day of July, at the rate of five (5) per 
 centum per annum, payable semi-annually in like gold coin 
 on the first days of January and July of each year at the 
 office of Illinois Trust & Savings Bank, or, at the option of 
 the holder, at the office of Chase National Bank, in New 
 York, New York, or its successor, but the first instal- 
 ment of interest hereon shall not be due before January 1, 
 1912. Principal and interest of this bond are payable with- 
 out deduction for any present or future tax or taxes. 
 
 This bond is one of a series of bonds aggregating three
 
 10 
 
 million five hundred thousand (3,500,000) dollars in 
 amount, dated June 1, 1911, maturing January 1, 1928, 
 issued and to be issued by Bloomington and Normal Rail- 
 way and Light Company, bearing interest at the rate of 
 five (5) per centum per annum, and being as far as may 
 be of like tenor and effect. Bonds of said series may be 
 in the form of coupon bonds of the denomination of one 
 thousand (1,000) dollars each, numbered consecutively 
 from one (1) to three thousand five hundred (3,500) in- 
 clusive, or in the form of registered bonds without coupons 
 of the denominations of one thousand (1,000) dollars, five 
 thousand (5,000) dollars, ten thousand (10,000) dollars, and 
 of such other multiples of one thousand (1,000) dollars as 
 shall be prescribed by Bloomington and Normal Eailway 
 and Light Company, niunbered consecutively and issued in 
 lieu of or in exchange for such coupon bonds, each such 
 registered bond without coupons having endorsed thereon 
 the number or numbers of the coupon bond or coupon bonds 
 in lieu of or in exchange for which it is issued. 
 
 All bonds of said series are, as to both principal and 
 interest, issued under and eciually secured by an indenture 
 of mortgage dated June 1, 1911, whereby Bloomington and 
 Normal Railway and Light Company has mortgaged and 
 conveyed or assigned all its property now owned and here- 
 after acquired to Illinois Trust & i^avings Bank, as Trus- 
 tee, as provided in said indenture, as security' for said 
 bonds, and reference is hereby made to said indenture for 
 a description of the properties mortgaged and con\'eyed or 
 assigned to said Trustee and the rights of the holders of 
 said bonds under the same and the terms and conditions 
 upon which said bonds are issued and secured. Said in- 
 denture provides for the creation of a sinking fund in the 
 hands of the Trustee. 
 
 This bond or any coupon bond in lieu of or in exchange 
 for which this bond is issued may be called and re- 
 deemed from the holder on any interest day in the 
 manner provided in said indenture on payment of the 
 principal sum hereof, with a premium of two and one-
 
 11 
 
 half (23^) per centum thereon, and accrued interest. In 
 the event of such call of one or more coupon bonds in 
 lieu of or in exchange for which this bond is issued, this 
 bond shall be surrendered to the Trustee, and the Trus- 
 tee shall pay to the holder hereof the sums payable upon 
 said coupon bond or coupon bonds thus called, and shall 
 in addition thereto deliver to the holder hereof bonds of 
 said series, either coupon or registered without coupons or 
 both, at the holder's option, of a face value equal in the 
 aggregate to the excess of the face value, if any, of this 
 bond over such coupon bond or bonds thus called. If this 
 bond or any such coupon bond is thus called and payment 
 is duly provided, interest shall cease to be payable to the 
 holder hereof on this bond or on that part of the face value 
 of this bond representing a coupon bond which is called or 
 coupon bonds which are called from and after the date 
 fixed in the call for payment. 
 
 This bond is transferable only on the books of Illinois 
 Trust & Savings Bank by the holder in person or his at- 
 torney duly authorized upon surrender hereof to Illinois 
 Trust & Savings Bank. This bond is exchangeable at a 
 reasonable charge bj^ the holder in person or by his at- 
 torney dul}^ authorized for a coupon bond or coupon 
 bonds bearing the number or niunbers of the coupon bond 
 or bonds in lieu of or in exchange for which this bond was 
 issued and representing a total principal obligation equiva- 
 lent to the denomination hereof. 
 
 It is part of the contract herein contained that each 
 holder hereof waives all right of recourse to any personal, 
 statutory or other liability of any stockholder, officer or 
 director of Bloomington and Normal Railway and Light 
 Company for the collection of any indebtedness hereunder, 
 as is more fully stated in said indentm'e. 
 
 In the event of default the principal of this bond may be 
 declared by Illinois Trust & Savings Bank due and pay- 
 able before maturity, as provided in said indenture. 
 
 This bond shall not become obligatory for any purpose
 
 12 
 
 until the certificate hereon shall have been signed by said 
 Illinois Trust & Savings Bank. 
 
 In Witness Whereof, Bloomington and Normal Rail- 
 way and Light Company has caused these presents to be 
 executed in its name and behalf and its corporate seal to be 
 hereto affixed by its President or a Vice-President and its 
 Treasurer or an Assistant Treasurer, thereunto duly au- 
 thorized, on this first daj' of June, 1911. 
 
 BLOOMINGTON AND NORMAL RAILWAY 
 AND LIGHT COMPANY 
 
 By 
 
 President. 
 
 And by 
 
 Treasurer. 
 
 Trustee's Certificate. 
 
 Illinois Trust & Savings Bank, Trustee, hereby cer- 
 tifies that this bond is one of the series referred to in the 
 within-mentioned indenture of mortgage, and is issued in 
 lieu of or in exchange for coupon bonds not contemporane- 
 ously outstanding and numbered 
 
 ILLINOIS TRUST & SAYINGS BANK, Trustee. 
 
 By 
 
 Chicago, Illinois 
 
 and 
 
 Whereas all conditions necessarv to the authorization 
 of the execution, delivery and recording of these presents 
 and of the issue of bonds to be secured hereby have been 
 complied with, —
 
 13 
 
 Now, Therefore, Bloomington and Normal Railway 
 and Light Company, in consideration of the premises and of 
 one (1) dollar to it in hand paid by the Trustee, the receipt 
 whereof is hereby acknowledged, and in order to secure the 
 payment of the principal and interest of the bonds certified 
 and issued hereunder — never to exceed in the aggregate 
 three million five hundred thousand (3,500,000) dollars 
 face value — and the faithful performance and observance 
 of all the covenants and obligations of this instrument, has 
 given, granted, bargained, sold, conveyed, assigned, mort- 
 gaged, pledged, warranted, transferred and set over, and 
 by these presents does give, grant, bargain, sell, convey, 
 assign, mortgage, pledge, warrant, transfer and set over 
 unto said Illinois Trust & Savings Bank, Trustee, and its 
 successors in trust, the following-described property, rights 
 and franchises, in which it is intended to include all the 
 property and assets of said companj^ now owned and which 
 may in the future be by it acquired, namely: — 
 
 First: All the street or other railways now owned, held 
 or operated or which may at any time hereafter be in any 
 manner acquired, held or operated by the Company, and all 
 additions thereto and extensions thereof, and all tunnels, 
 subways, bridges, viaducts, pipe lines, conduits, poles, wires 
 and other structures now owned or authorized to be used, 
 or which, or the right to use which, may at any time here- 
 after be in any manner acquired by or on behalf of the 
 Company for use in connection with the operation or main- 
 tenance of street or other railways by the Company. 
 
 Second: All and singular the plant, poles, wires, conduits, 
 cables and apparatus of every kind now owned, held or 
 operated or which may at an}^ time hereafter be in any 
 manner acquired, held or operated by the Company, per- 
 taining to or for use in connection with the manufacture, 
 generation, distribution or sale by the Company of electric 
 current for any purpose whatsoever. 
 
 Third: All and singular the plant, mains, pipes and 
 apparatus of every kind now owned, held or operated or 
 which may at any time hereafter be in any manner acquired, 
 held or operated by the Company pertaining to or for use
 
 14 
 
 in connection with the manufacture, generation, distribu- 
 tion or sale by the Company of steam or hot water for any 
 purpose whatsoever. 
 
 Fourth: All and singular the plant, mains, pipes and ap- 
 paratus of every kind which are now or may at any time 
 hereafter be in any manner acquired, held or operated by 
 the Company, pertaining to or for use in connection with 
 the manufacture, generation, distribution or sale by the 
 Company of gas for any purpose whatsoever. 
 
 Fifth: Any and all boilers, generators, engines, pumps, 
 valves, pipings, meters, transformers, connections, fittings, 
 cars, rolling-stock, rails, ties, tracks, wires, poles, equip- 
 ment, apparatus, machinery, tools, implements, furniture, 
 fixtures, appliances, appurtenances, accessories, materials, 
 supplies, and other articles or things, whether now owned 
 by the Company or hereafter acquired by it or on its be- 
 half, pertaining to or for use in connection with the opera- 
 tion or maintenance of the Company's street railways or 
 any part thereof, or pertaining to or for use in connection 
 with the manufacture, generation, distribution or sale by 
 the Company of gas, steam, hot water and electric current, 
 or any of them. 
 
 Sixth: Any and all contracts, leases and other arrange- 
 ments of every nature and character to which the Company 
 is now or may at smy time hereafter become a party, or 
 to the benefit of which the Company is now or may at any 
 time hereafter become entitled, concerning the property 
 hereby mortgaged and pledged, or pertaining to or for use 
 in connection- with the operation or maintenance of the 
 Company's street railways, or any part thereof, or per- 
 taining to or for use in connection with the manufacture, 
 generation, distribution or sale by the Company of gas, 
 steam, hot water and electric current, or any of them. 
 
 Seventh: Any and all easements, rights of way, licenses, 
 municipal or other grants, rights in, under, along, across or 
 over streets, alleys or other public places, franchises, privi- 
 leges, benefits, titles, immunities and interests, whether 
 legal or equitable and howsoever granted, created or derived, 
 and in whatsoever manner evidenced, now owned or here- 
 after to be acquired by or on behalf of the Company, 
 affecting or pertaining to the operation or maintenance of 
 the Company's street railways or anj^ part thereof or any 
 extensions thereof or additions thereto, or affecting or per- 
 taining to the manufacture, generation, distribution or
 
 1;") 
 
 sale by the Company of gas, steam, hot water and electric 
 current, or any of them. 
 
 Eighth: All tolls, rents, issues, accounts, demands, choses 
 in action, income and profits received or derived from the 
 property hereby conveyed and pledged, or intended so to 
 be, which the Company may now own at any time hereafter 
 acquire or become entitled to. 
 
 Ninth: The following described real estate situate in the 
 County of McLean, State of Illinois, to wit: — 
 
 (a) All that part of Lots 1 and 2 lying south of the 
 right of way of the I. B. & W. R. R. now C. C. C. & 
 St, L. R. R. and all of Lots 3, 4, 5 and 6 in Block 9 of 
 H. H. Painter's Second Addition to the City of Bloom- 
 ington, being the property now used for the Company's 
 powder house. 
 
 (b) Lots 1, 2, 3 and 4 in Block 1 of University Ad- 
 dition to the City of Bloomington and Lots 1, 2, 3 
 and 4 in Block 3 in Orme's Addition to the City of 
 Bloomington, being the property now used for the 
 Company's car barns. 
 
 (c) A right of way for street railway purposes over 
 and along a strip of land 30 feet in width commencing 
 at Beecher Street in the City of Bloomington and 
 extending thence north on the west side of PVanklin 
 Avenue to the right of way of the Chicago & Alton 
 Railway in the Town of Normal, said strip being more 
 particularly described in the four below-mentioned 
 deeds, recorded in the Recorder's Office of said Mc- 
 Lean County, to which deeds and the record thereof 
 reference is hereby made, said deeds being the follow- 
 ing, to wit: Deed from William E. Johnson and wife 
 to the Bloomington and Normal Horse Railway Com- 
 pany, dated April 29, 1870 and recorded May 23, 
 1870, in Book 7G of Deeds, page 408; Deed from 
 Almira M. Bacon to the Bloomington and Normal 
 Horse Railway Company, dated February 20, 1868, 
 and recorded March 9, 1868, in Book 69 of Deeds, 
 page 272 ; Deed from Daniel Sill and wife to the Bloom- 
 ington and Normal Horse Railway Company, dated 
 November 22, 1867, and recorded March 9, 1868, in 
 Book 69 of Deeds, page 271; Deed from Franklin K. 
 Phoenix and wife to the Bloomington and Normal 
 Horse Railway Company, dated November 23, 1867,
 
 16 
 
 and recorded December 17, 1867, in Book 64 of Deeds, 
 page 560. 
 
 (d) A right of way for street railway purposes over 
 and along a strip of land 30 feet in width commencing 
 182 feet north of the south line of University Avenue, in 
 the City of Bloomington and extending north on the 
 west side of Park Street to the south line of Beecher 
 Street in said city and more particularly described in a 
 certain deed made by the Trustees of the Illinois 
 Wesley an University to the Bloomington and Normal 
 Railway dated March 23, 1900 and recorded April 9, 
 1900 in Book 312 of Deeds, page 401, in the Recorder's 
 Office of said McLean County, to which deed and the 
 record thereof reference is hereby made. 
 
 (e) A right of way for street railway purposes over 
 and along the strips of land 25 feet in width commenc- 
 ing at the north fine of Empire Street in said City of 
 Bloomington, in the centre of Chnton Street and ex- 
 tending thence north to Division Street and thence 
 west to Fell Avenue, and more particularly described 
 in a certain deed made by John P. Walker and wife 
 and Samuel R. White to the Bloomington and Normal 
 Railway, dated February 1, 1902, and recorded in 
 Book 218 of Deeds, page 210, in the Recorder's Office 
 of said McLean County, to which deed and the record 
 thereof reference is hereby made. 
 
 (/) A right of way for street railway purposes over 
 and along the strips of land described in the three 
 below-mentioned deeds recorded in the Recorder's 
 Office of said McLean County, to which deeds and the 
 record thereof reference is hereby made, said deeds 
 being the following, to wit: Deed from Andrew Lind- 
 blad and wife to the Bloomington and Normal Rail- 
 way dated January 13, 1902, and recorded May 26, 1902, 
 in Book 222 of Deeds, page 238; Deed from Andrew 
 Lindblad to the Bloomington and Normal Railway 
 Electric and Heating Company dated October 23, 1903, 
 and recorded December 21, 1903, in Book 231 of 
 Deeds, page 131; Deed from Lewis Sailor to the 
 Bloomington and Normal Railway Electric and Heat- 
 ing Company dated September 9, 1902, and recorded 
 September 9, 1902, in Book 218 of Deeds, page 495. 
 
 (g) A right of way for street railway purposes over 
 and along the strips of land described in the deed
 
 17 
 
 from Steven Houghton to Bloomington and Normal 
 Railway, dated June 4, 1900, and recorded January 
 7, 1902, in Book 218 of Deeds, page 168, in the Re- 
 corder's Office of said McLean County, and deed of 
 Alice L. Hazle and husband to the Bloomington and 
 Normal Railway Electric and Heating Company, 
 dated March 22, 1904, and recorded in Book 231 of 
 Deeds, page 247, in said Recorder's Office, to which 
 deeds and the record thereof reference is hereby made. 
 
 (h) A right of way for street railway purposes through 
 the Illinois State Normal University grounds, over 
 and along the strips of land described in the deed from 
 the Board of Education of the State of Ilhnois to the 
 Bloomington and Normal Railway Electric and Heat- 
 ing Company, dated October 15, 1903, and recorded 
 in Book 231 of Deeds, page 256, in the Recorder's 
 Office of said McLean County, to which deed and the 
 record thereof reference is hereby made. 
 
 (i) Also any and all other parcels of land or interests 
 therein, legal or equitable, which the Company now 
 owns or may hereafter acquire. 
 
 Together with all buildings, improvements, fixtures, 
 rights, privileges, easements and appurtenances to 
 said above-described real estate or any thereof apper- 
 taining or belonging. 
 
 Tenth: All the right, title and interest of the Company 
 now existing or hereafter acquired, whether legal or equi- 
 table and howsoever acquired or evidenced, in and to any 
 property, real, personal or mixed, including franchises, 
 licenses, contracts, agreements, rights, easements, privileges 
 and immunities, heretofore owned or enjoyed by any of the 
 following-named corporations: The Bloomington and Nor- 
 mal Horse Railway Company, Bloomington City Railway, 
 Bloomington and Normal Railway, Fort Wayne Jenney 
 Electric Light Company, Bloomington Electric Light Com- 
 pany, Normal Electric Light and Power Company, Con- 
 sumers Heat and Electric Company, Consumers Light and 
 Heat Company, City District Heating Company, and 
 Bloomington and Normal Railway Electric and Heating 
 Company, and all the right, title and interest of the grantor 
 herein, whether legal or equitable, and howsoever acquired 
 or evidenced, in and to any and all bonds, obligations and 
 certificates or shares of stock of or in the above-named
 
 18 
 
 corporations, or any of them, including specifically, but 
 without any limitation of the generahty of the foregoing, 
 the following shares, to wit: — 
 
 (a) Five thousand (5,000) shares of the aggregate 
 par value of five hundred thousand (500,000) dollars, 
 of the capital stock of the Bloomington & Normal Rail- 
 way Electric & Heating Company, a corporation 
 organized and existing under the laws of the State of 
 Illinois; 
 
 (6) One thousand (1,000) shares of the aggregate 
 par value of one hundred thousand (100,000) dollars, 
 of the capital stock of the Consumers Light & Heat 
 Company, a corporation organized and existing under 
 the laws of the State of Illinois; 
 
 (c) One thousand (1,000) shares of the aggregate 
 par value of one hundred thousand (100,000) dollars, 
 of the capital stock of the Consumers Heat and Electric 
 Company, a corporation organized and existing under 
 the laws of the State of Illinois. 
 
 Eleventh: All other property of the Company which it 
 now owns or which it may hereafter acquire, including, 
 without in any way limiting the generality of the foregoing 
 language, all street railways, plants, power houses, car barns, 
 stables, sheds, warehouses, repair shops, storage houses, 
 buildings, turn-tables, tunnels, subways, bridges, viaducts, 
 pipe hues, conduits, poles, wires, cables, boilers, gener- 
 ators, engines, dynamos, regulators, reducers, storage bat- 
 teries, pumps, valves, pipings, meters, transformers, con- 
 nections, fittings, cars, rolling-stock, trolleys, trolley at- 
 tachments, springs, trucks, car wheels, insulators, brakes, 
 motors, rails, ties, tracks, equipment, apparatus, machin- 
 ery, tools, implements, furniture, fixtures, appliances, 
 appurtenances, accessories, materials, supplies, fuel, leases, 
 easements, rights of way, licenses, municipal or other 
 grants, rights in, under, along, across or over streets, al- 
 leys and other public places, franchises, privileges, benefits, 
 titles, immunities and interests, whether legal or equitable 
 and howsoever granted, created or derived, whether the 
 same be for, in or concerning the construction, maintenance 
 and operation of railways or street railways, the genera- 
 tion, distribution and sale of electricity or of steam or hot 
 water, or otherwise; all things in action, inventions, proc-
 
 19 
 
 esses, patents and patent rights, stocks, bonds or other 
 securities, contracts, claims and demands of the Com- 
 pany, and all other property, real, personal and mixed, of 
 whatsoever description and wherever situate, whether now 
 held by the Company or hereafter acquired by it; and 
 also all the estate, interest and claim whatsoever, in law as 
 well as in equity, which the Company has in and to the 
 premises and property hereby conveyed to the Trustee or 
 intended or purported so to be conveyed. 
 
 To HAVE AND TO HOLD^ll and singular the said property, 
 franchises, privileges and immunities and all other property, 
 franchises, privileges and immunities of every nature and 
 character above described or intended so to be, and that by 
 virtue of any provision hereof shall at any time hereafter 
 become subject to this indenture, unto the said Illinois 
 Trust & Savings Bank, Trustee, its successors and assigns 
 in said trust and their and each of their assigns, to their 
 own proper use, benefit and behoof forever, but in trust, 
 NEVERTHELESS, for the eoual and proportionate benefit of 
 all present and future holders of such bonds and coupons 
 issued and to be issued by the Company and certified by 
 the Trustee under this indenture, without preference, pri- 
 ority or distinction as to lien or otherwise of any one bond 
 over any other bond by reason of priority in the issue or 
 negotiation thereof or otherwise, upon and for the trusts, 
 uses and purposes and subject to the covenants, conditions 
 and privileges herein contained. 
 
 ARTICLE I. 
 
 Execution and Delivery of the Bonds. 
 
 Section 1 . The bonds secured and to be secured by these 
 presents aggregate three million five hundred thousand 
 (3,500,000) dollars in amount, are dated June 1, 1911, are 
 payable January 1, 1928, bear interest at the rate of five (5) 
 per centum per annum, payable January 1, 1912, and 
 semi-annually thereafter on the first days of January
 
 20 
 
 and July in each year, and are in the forms of coupon 
 bonds subject to registration and registered bonds with- 
 out coupons. The coupon bonds are of the denomina- 
 tion of one thousand (1,000) dollars each, and are num- 
 bered consecutively from one (1) to three thousand five 
 hundred (3,500), inclusive, and are exchangeable for reg- 
 istered bonds without coupons. The registered bonds 
 without coupons are of the denominations of one thousand 
 (1,000) dollars, five thousand (5,000) dollars, ten thou- 
 sand (10,000) dollars, and of such other multiples of one 
 thousand (1,000) dollars as shall be prescribed bj^ the Com- 
 pany, are numbered consecutively, are issued in lieu or in 
 exchange for coupon bonds not contemporaneously out- 
 standing, each registered bond without coupons having 
 endorsed upon it the number or numbers of the coupon 
 bond or bonds in lieu of or in exchange for which it is issued, 
 and each such registered bond without coupons is exchange- 
 able at a reasonable charge for a coupon bond or coupon 
 bonds bearing such number or numbers. 
 
 Section 2. Seven hundred sixty-nine thousand (769,000) 
 dollars face value of the bonds hereby authorized shall be 
 forthwith certified and delivered by the Trustee to the 
 Treasurer of the Company or upon his wTitten order or 
 orders without any further action on the part of the Com- 
 pany, the bonds thus delivered being coupon bonds num- 
 bered from one (1) to seven hundred sixty-nine (769), in- 
 clusive, or registered bonds without coupons issued in lieu 
 thereof, or partly such coupon bonds and partly such regis- 
 tered bonds without coupons. 
 
 Section 3. The Trustee shall, except as provided in the 
 last paragraph of this section, hold in its possession six hun- 
 dred thousand (600,000) dollars face value of the bonds se- 
 cured hereby for the purpose of taking up from time to time 
 the first mortgage bonds of the Bloomington and Normal 
 Railway, Electric and Heating Company issued under said 
 first mortgage dated June 2, 1902, the bonds thus reserved 
 being coupon bonds numbered from seven hundred seventy
 
 21 
 
 (770) to thirteen hundred sixt\''-nine (1,369) inclusive or 
 registered bonds without coupons issuable in lieu thereof or 
 partly such coupon bonds and partly such registered bonds 
 without coupons. 
 
 Whenever the Company shall produce ajid dehver to the 
 Trustee any of said first mortgage bonds issued under said 
 first mortgage uncancelled, together with the coupons not 
 then matured thereon and proof satisfactory to the Trustee 
 of the cancellation of matured coupons, which proof may 
 consist of the certificate of the trustee under the first 
 mortgage, the Trustee shall at once certify and deliver 
 to the Treasurer of the Company or upon his written 
 order or orders an amount of the bonds secured hereby 
 equal to the face value of said first mortgage bonds so de- 
 livered. The Trustee shall thereupon hold the said first 
 mortgage bonds thus delivered to it under the trusts of this 
 mortgage as part of the security for the bonds issued here- 
 under as hereinafter provided. Until the Company shall 
 make default as hereinafter provided, the income from the 
 said first mortgage bonds so delivered to and held by the 
 Trustee shall belong to the Company, and the Trustee shall 
 from time to time as they mature detach the coupons from 
 the said first mortgage bonds, and deliver them can- 
 celled to the Treasurer of the Company or upon his written 
 order. When there shall have been delivered to the Trus- 
 tee all of said first mortgage bonds which have been cer- 
 tified under said first mortgage of the Bloomington and Nor- 
 mal Railway, Electric and Heating Company dated June 2, 
 1902, the Trustee shall, upon request of the Company, 
 cancel such bonds and take the proper steps to have said 
 first mortgage dated June 2, 1902, discharged, and upon the 
 discharge of said first mortgage, the Trustee shall certify 
 and deliver to the Treasurer of the Company the balance, 
 if any, of the said six hundred thousand (600,000) dollars 
 of bonds secured hereby and reserved under this section. 
 
 If at any time the Company shall deliver to the Trustee 
 satisfactory evidence that said first mortgage has been
 
 22 
 
 discharged, the Trustee shall thereupon certify and deliver 
 to the Treasurer of the Company or upon his WTitten order 
 or orders all of the said six hundred thousand (600,000) 
 dollars of bonds secured hereby and reserved under this 
 section or any portion thereof not already certified and de- 
 livered. 
 
 Section 4. The Trustee shall from time to time certify 
 and deliver to the Treasurer of the Company or upon his 
 wTitten order or orders bonds to the additional amount of 
 two million one hundred thirty-one thousand (2,131,000) 
 dollars face value, being coupon bonds numbered from 
 thirteen hundred seventy (1370) to three thousand five 
 hundred (3,500) inclusive, or registered bonds without 
 coupons issued in lieu thereof, or partly such coupon bonds 
 and partly such registered bonds without coupons; pro- 
 vided, however, that such bonds or any of them shall be so 
 certified and delivered by the Trustee only 
 
 (a) When the Company shall, after June 1, 1911, 
 have acquired and subjected to the hen hereof, 
 either as a first lien or as a lien subject only to the 
 lien of said first mortgage dated June 2, 1902, new 
 property of a permanent nature or have made any 
 permanent extensions, additions, alterations, better- 
 ments or improvements (not including therein repairs 
 and not including therein renevv^als of or substitutions 
 for previously existing property, except to the extent 
 that the cost thereof exceeds the cost when new of 
 the things renewed or the things replaced) to, of, in 
 or upon its property then subject to the lien hereof 
 as aforesaid; and 
 
 (6) WTien such new property of a permanent nature 
 or permanent extensions, additions, alterations, bet- 
 terments or improvements shall not have been used 
 as a basis for the issue of any bonds hereunder, or as 
 a basis for the release of any property from the lien 
 hereof, or as a basis for the payment of anj^ release or 
 insurance moneys or of any cash deposited against the 
 issue of bonds, by the Trustee to the Company here- 
 under or as a basis for the withdrawal of any moneys 
 deposited under said first mortgage; and
 
 23 
 
 (c) WTien there shall have been dehvered to the 
 Trustee an affidavit of the President or the Treasurer 
 of the Company stating the fact of the acquisition of 
 such new property of a permanent nature or the mak- 
 ing of such permanent extensions, additions, altera- 
 tions, betterments or improvements, the date of the 
 acquisition thereof, the fact that the same have become 
 subject to the Hen of this indenture either as a first lien 
 or as a lien subject only to the lien of said first mort- 
 gage dated June 2, 1902, stating in reasonable detail 
 the cost to the Company thereof, stating that no re- 
 pairs are included therein, and that no renewals of or 
 substitutions for previously existing property are in- 
 cluded therein, except to the extent that the cost 
 thereof exceeds the cost when new of the things re- 
 newed or the things replaced, and stating that none of 
 said new property jof a permanent nature, permanent 
 extensions, additions, alterations, betterments and im- 
 provements has been used as a basis for the issue of 
 any bonds hereunder, or as a basis for the release of 
 any property from the lien hereof, or as a basis for 
 the payment of any release or insurance moneys or 
 of any cash deposited against the issue of bonds, by the 
 Trustee to the Company hereunder or as a basis foi' the 
 withdrawal of any moneys deposited under said first 
 mortgage; and 
 
 (d) Upon a certificate of a competent disinterested 
 person, selected by the Trustee and paid by the Com- 
 pany, stating the actual and reasonable cash cost to the 
 Company of each item as specified by him of such new 
 property of a permanent nature, permanent extensions, 
 additions, alterations, betterments and improvements 
 and stating that, in his opinion, such new property, 
 extensions, additions, alterations, betterments and im- 
 provements constitute new property of a permanent 
 nature, permanent extensions, additions, alterations, 
 betterments and improvements, or without such certifi- 
 cate, if the Trustee shall so elect and the President or 
 the Treasurer of the Company shall certify to the 
 Trustee that in his opinion, such new property, exten- 
 sions, additions, alterations, betterments and improve- 
 ments constitute new property of a permanent nature, 
 permanent extensions, additions, alterations, better- 
 ments and improvements; and 
 
 (e) Upon vote of the Board of Directors of the Com- 
 pany stating the face value and serial number or
 
 24 
 
 numbers of the bond or bonds to be issued, and re- 
 questing and directing the certification of such bond 
 or bonds hereunder, whereof a certified copy shall be 
 delivered to the Trustee; and 
 
 (/) When, in case of the acquisition of additional 
 real property, such real property shall, in the opinion 
 of counsel retained by the Trustee and paid by the 
 Company, be free from lien other than the lien of this 
 indenture and have been by indenture supplemental 
 hereto subjected to the lien hereof either as a first lien, 
 or as a lien subject only to the lien of said first mort- 
 gage dated June 2, 1902; and 
 
 (g) When the net earnings of the Company for the 
 preceding year shall have been at least twice the 
 amount of the interest charges on the bonds issued 
 under said first mortgage dated June 2, 1902, and 
 under this mortgage, including the bonds then to 
 be issued, — all as more fully hereinafter in this Ar- 
 ticle set forth, and this fact shall have been evidenced 
 by an affidavit of the President or the Treasurer of the 
 Company; and 
 
 (h) To the extent at their face value of not more 
 than eighty (80) per centum of the actual and reason- 
 able cash cost to the Company, of such new property 
 of a permanent nature, permanent extensions, addi- 
 tions, alterations, betterments and improvements, as 
 determined by said affidavit and said certificate. 
 
 New property of a permanent nature and permanent 
 extensions, additions, alterations, betterments and im- 
 provements, as used in this section and elsewhere in these 
 presents, shall be taken to include the acquisition, con- 
 struction (including street paving) and equipment of addi- 
 tional lines of railway, of extensions and improvements of 
 the present street railway, hot water, steam heating, electric 
 light and power systems of the Company, or of a gas sys- 
 tem and extensions and improvements thereof, real estate, 
 street paving, power houses, gas plants, switches, sidings, 
 car houses, shops, or other buildings, rolling-stock, and 
 equipment thereof, wu'es, pipes, mains, conduits, machinery, 
 apparatus and other equipment and other additions to exist- 
 ing or future acquired lines, systems or equipment, includ-
 
 25 
 
 ing renewals or replacements of, or substitutions for, 
 previously existing property of the nature hereinbefore 
 described, but only to the extent that the cost thereof 
 exceeds the cost, when new, of the things renewed or the 
 things replaced. In no case shall any expenditures for 
 maintenance or renewals which are necessary to keep the 
 mortgaged property undiminished in value, in thorough 
 repair and in a high state of operating efficiency, or which 
 in the ordinary practice of corporations carrying on a busi- 
 ness similar to that carried on by the Company are charged 
 to operating expenses, be deemed to be for new property 
 of a permanent nature, or permanent extensions, additions, 
 alterations, betterments or improvements; and no choses 
 in action and no securities of other corporations or associa- 
 tions shall in any case be deemed to be new property of 
 a permanent nature, or permanent extensions, additions, 
 alterations, betterments or improvements. 
 
 The proof of any fact which the Trustee is required to 
 know before certifying bonds, if not otherwise herein pro- 
 vided for, may be made by and in an affidavit of the Presi- 
 dent or the Treasurer of the Company. 
 
 Section 5. Notwithstanding the foregoing provisions, 
 the Trustee may from time to time certify and deliver to 
 the Treasurer of the Company or upon his written order or 
 orders any one or more of said two million one hundred 
 thirty-one thousand (2,131,000) dollars face value of bonds, 
 being coupon bonds numbered from thirteen hundred 
 seventy (1370) to thirty-five hundred (3500) inclusive, or 
 registered bonds without coupons issued in lieu thereof, or 
 partly such coupon bonds and partly such registered bonds 
 without coupons, upon the deposit with the Trustee in 
 cash of the face value of the bonds thus certified and de- 
 livered and upon vote of the Board of Directors of the 
 Company stating the face value and serial number or num- 
 bers of the bond or bonds to be issued, and requesting and 
 directing the certification of such bond or bonds hereunder, 
 whenever the net earnings of the Company for the pre- 
 ceding year shall have been at least twice the amount of
 
 26 
 
 the interest charges on the bonds issued under said first 
 mortgage dated June 2, 1902, and under this mortgage, 
 including the bonds then to be issued, — all as more fully 
 hereinafter in this Article set forth; provided that the 
 amount of cash held by the Trustee at any one time as a 
 result of such deposits shall never exceed eight hundred 
 thousand (800,000) dollars. 
 
 All moneys received by the Trustee under t^e provisions 
 of this section shall be held by it as a special deposit as 
 security for the principal and interest of the bonds and 
 coupons secured hereby, and shall be repaid by the Trustee 
 to the Company in amounts from time to time equal to 
 eighty (80) per centum of the actual and reasonable cash 
 cost of new property of a permanent nature, permanent ex- 
 tensions, additions, alterations, betterments and improve- 
 ments acquired or made by the Company, upon compliance 
 by the Company with each and all of the provisions and 
 conditions hereinabove in this article contained regulating 
 the issue under this indenture of said bonds hereinabove 
 in this section first described, excepting, however, the para- 
 graph fixing the amount of bonds at eighty (80) per centum 
 of certain actual and reasonable cash cost, as that paragraph 
 is not by its terms applicable, and its place has been taken 
 by the specific provision hereinabove contained; and except- 
 ing the paragraph concerning the ratio of net earnings to 
 interest charges; and excepting also that the vote of the 
 Directors required by said provisions shall cover the amount 
 of cash to be paid out by the Trustee instead of the face 
 value and serial number or numbers of the bonds to be 
 issued. 
 
 Section 6. No expenditure for maintenance or renewals 
 which in the ordinary practice of companies doing a similar 
 business is charged to operating expenses shall be deemed 
 to be for new property of a permanent nature or permanent 
 extensions, additions, alterations, betterments or improve- 
 ments, and no choses in action, and no securities of other 
 corporations or associations shall be deemed to be new
 
 27 
 
 property of a permanent nature, or permanent extensions, 
 additions, alterations, betterments or improvements. 
 
 Section 7. No bonds shall be certified by the Trustee 
 hereunder except the seven hundred sixty-nine thousand 
 (769,000) dollars face value of bonds hereinbefore in this 
 Article authorized to be certified forthwith upon the execu- 
 tion and delivery of this indenture and the six hundred 
 thousand (600,000) dollars par value of bonds hereinbefore 
 in this Article authorized to be reserved and issued against 
 said first mortgage bonds of the Bloomington & Normal 
 Railway, Electric & Heating Company, unless and until the 
 net earnings of the Company for the preceding year shall 
 have been at least twice the annual bond interest charge 
 of the Company. The expression ''net earnings of the 
 Company for the preceding year" as above used and as 
 hereinbefore in this Article used, shall in the case of each 
 application for the certification of bonds be construed to 
 mean the gross earnings less all operating expenses, taxes, 
 and insurance for a period of twelve (12) calendar months 
 ending not more than sixty (60) days prior to the date 
 of such application. The expression "annual bond in- 
 terest charge of the Company" shall in the case of each 
 such application for certification of bonds be construed to 
 include the annual interest charges upon all bonds then 
 outstanding under said first mortgage dated June 2, 1902, 
 and the annual interest charge upon all bonds then out- 
 standing under this indenture and the equivalent of the 
 annual interest charge upon the bonds which it is then 
 proposed to certify hereunder, including in each case all 
 bonds held in sinking funds under the provisions of the 
 respective mortgages securing the same, but not including 
 any bonds issued under said first mortgage and held by the 
 Trustee hereunder as part of the security for the bonds 
 issued hereunder. 
 
 Section 8. The Trustee, endeavoring in good faith to 
 act in accordance with the several foregoing provisions, as 
 construed by it or by counsel, shall not be responsible for 
 the certification or delivery of any bonds under this Article.
 
 28 
 
 Section 9. The Company shall from time to time 
 execute and deliver to the Trustee such coupon bonds 
 and such registered bonds without coupons as the Trustee 
 shall require for the purpose of issue or exchange. Bonds 
 executed in behalf of the Company by persons who shall 
 at the time of the execution thereof be its President or Vice- 
 President and Treasurer or Assistant Treasurer, or other 
 officers thereto then authorized, and coupons bearing the 
 facsimile signature of a person who at any time shall 
 have been the Treasurer of the Company, shall, upon 
 certification by the Trustee, be valid obligations of the 
 Company and shall come within the security of this in- 
 denture, notwithstanding the fact that one or more or 
 all of such persons shall cease to hold his or then- offices 
 in the Company before the certification or, as to the fac- 
 simile signature of the Treasurer, before the execution 
 or before the certification of such bonds. In case of the 
 acquisition by any other corporation of the property mort- 
 gaged hereby, such other corporation may similarly, by 
 its officers thereto duh' authorized, execute for purposes 
 of exchange only, bonds to be secured hereby, in the name 
 of the Company and as its agent, and the Company hereby 
 specifically authorizes such action and ratifies the same. 
 
 All bonds certified by the Trustee heremider shall be 
 conclusively deemed to be valid obligations of the Company, 
 not only against the Company, but against the mortgaged 
 property and all claimants thereto and as against the other 
 bondholders hereunder; and the Trustee shall be under no 
 liability whatever on account of any defect or invalidity in 
 the execution of any bonds certified by it hereunder. 
 
 All bonds shall be dated June 1, 1911. The Trustee 
 before delivering any coupon bonds shall detach and cancel 
 all coupons then matured. Registered bonds without cou- 
 pons shall bear interest from the first day of Januaiy or 
 the fiirst day of July, as the case may be, next preceding 
 the date of the certification thereof by the Trustee or from 
 such date of certification by the Trustee if it be a first day
 
 29 
 
 of January or first day of July. The Trustee shall mark 
 such date of certification upon every such bond. 
 
 Section 10. Pending the engraving of the bonds to be 
 secured hereby, the Company maj^ execute and issue one 
 or more temporary bonds of an aggregate face value not 
 exceeding seven hundred sixty-nine thousand (769,000) 
 dollars. Such temporary bond or bonds shall, upon request 
 of the Company, be certified by the Trustee to be the tem- 
 porary bond or bonds referred to in this indenture, and 
 upon such certification such temporary bond or bonds shall 
 be delivered by the Trustee to the Treasurer of the Company 
 or upon his written order or orders. Upon the surrender to 
 and cancellation by the Trustee of such temporary bond or 
 bonds, or any of them, the Trustee shall certify permanent 
 bonds to the face value of such temporary bonds so sur- 
 rendered and cancelled. Such temporary bond or bonds 
 shall be secured by and entitled to the benefit of the pro- 
 visions of this indenture to the same extent and as fully as 
 the bonds to be ultimately issued, and shall until cancella- 
 tion be deemed the bond or bonds secured hereby to the 
 extent to which they are issued and certified. 
 
 Section 11. In case any bond issued hereunder, with the 
 coupons, if any, thereto appertaining, shall become mutilated 
 or be destroyed, the Company in its discretion may issue, 
 and thereupon the Trustee may certify and deUver, a new 
 bond of like tenor, bearing the same number, in exchange 
 and substitution for and upon cancellation of the mutilated 
 bond and such coupons, or instead of the bond and such 
 coupons, so destroyed, upon receipt of satisfactory evidence 
 of the destruction of the bond and coupons, if any, and 
 upon receipt of satisfactory indemnit}-. 
 
 ARTICLE II. 
 
 Call and Payment of the Bonds. 
 
 The Company may call and pay, on any semi-annual 
 interest day, all, but not less than all, the outstanding
 
 30 
 
 bonds secured hereby at their face value plus a premium 
 of two and one-half (23/2) per centum and accrued interest 
 to said interest day in the following manner. The Com- 
 pany shall publish notice of said call twice a week for 
 five (5) successive weeks in a newspaper of general cir- 
 culation pubhshed in Chicago, Illinois, and in a news- 
 paper of general circulation published in Boston, Massa- 
 chusetts, the first publication in each paper to be 'not 
 less than sixty (60) days prior to the date fixed for such 
 payment, and shall mail a notice thereof to the registered 
 holder of any bond thus called at his registered address. 
 Before the date fixed in the call for payment the Company 
 shall deposit with the Trustee a sum of money sufficient 
 to pay on the terms above stated all bonds so called and 
 not by it deposited, cancelled, with the Trustee, and 
 sufficient in addition to pay all costs and charges payable 
 hereunder. The Trustee shall cancel all such bonds thus 
 called upon the presentation thereof for payment. In 
 case any question shall arise as to whether any notice 
 provided for in this article shall have been given as provided, 
 such question shall be decided by the Trustee, whose decis- 
 ion shall be final and binding upon all parties in interest. 
 
 Upon such deposit the money deposited shall, from the 
 date fixed in the call for pajTnent, stand as security for the 
 bonds so called and not deposited, cancelled, with the 
 Trustee, in lieu of the property covered by the lien hereof. 
 If such notice is given and deposit made, interest on all 
 bonds so called shall cease from and after the date fixed in 
 the call for payment. All sums of money which are payable 
 under the foregoing provisions are payable in gold coin of 
 the United States of America of the present standard of 
 weight and fineness. 
 
 In addition to the provisions in this Article contained 
 the bonds issued hereunder are subject to call for the sink- 
 ing fund under the provisions in regard thereto hereinbelow 
 contained.
 
 31 
 
 ARTICLE III. 
 Possession and Use of Property before Default. 
 
 Section 1. The Trustee shall until default permit the 
 Company to possess, operate, use and enjoy the mortgaged 
 estate and receive and disburse the income, revenue and 
 profits therefrom as fully and completely as if this indenture 
 had not been made, but not inconsistently with the secu- 
 rity hereby created, and to that end the Company shall have 
 the right, until default, to enjoy and receive the benefit 
 of all contracts made by it in the course of its business, 
 and may, without seciu-ing the consent of the Trustee, from 
 time to time in the usual course of business, sell its manu- 
 factured product or any goods, wares, merchandise or com- 
 modities which it shall deal in in the usual course of its 
 business. 
 
 Section 2. The shares of stock of the Bloomington & 
 Normal Pv ail way, Electric & Heating Company, of the 
 Consumers Light & Heat Company, and the Consumers 
 Heat and Electric Company covered hereby shall be assigned 
 and delivered to the Trustee, or its nominee, and certificates 
 for such stock transferred to the Trustee or such person as 
 it may designate, to be held under the provisions hereof ; or, 
 at the Trustee's option, the certificates for such stock shall 
 be endorsed in blank and thus held by the Trustee or its 
 nominee without any transfer thereof. The Trustee shall, 
 whenever requested by the Company, assign and transfer to 
 the persons designated by the Company such number of 
 shares of stock covered hereby as aforesaid as may be neces- 
 sary or desirable to qualify such persons as directors, trustees 
 or officers of the corporation issuing such stock. The Trustee 
 shall likewise give or cause to be given to the Company, upon 
 request, proxies in proper form, authorizing the Company or 
 its officers or agents or nominee to vote upon all such stock 
 at stockholders' meetings. 
 
 Section 3. The Company may at any time cause any 
 one or more or all of the Bloomington & Normal Railway,
 
 32 
 
 Electric & Heating Company, the Consumers Light & 
 Heat Company, the Consumers Heat and Electric Com- 
 pany and the City District Heating Company to be dis- 
 solved and the property thereof transferred to the Company, 
 and the Trustee shall, upon notice from the Company of its 
 intention so to dissolve any one or more or all of said cor- 
 porations, give or cause to be given such proxies and take 
 such steps as shall be requested by the Company. No 
 transfer of any property of any of said corporations to the 
 Company, whether upon such dissolution or otherwise, 
 shall be used as a basis for the issue of any bonds hereunder 
 or for the release of any property from the lien hereof or as 
 a basis for the payment of any release or insurance moneys 
 or of any cash deposited against the issue of bonds by the 
 Trustee to the Company hereunder. 
 
 ARTICLE IV. 
 Covenants of the Company. 
 
 Section 1. The Company covenants to pay said bonds 
 and coupons, and to perform all the obligations by it to 
 be performed therein and herein contained. 
 
 Section 2. The Company covenants to pay, when 
 the same shall become due and payable from time to time, 
 all valid taxes, government charges, calls and assessments 
 of every name and nature assessed or laid upon the property 
 mortgaged hereunder, or upon any part thereof, or on any 
 interest therein, or on the income and profits thereof, and 
 all sums which may become due or payable on account of 
 or under the terms of any and all licenses, franchises or 
 municipal ordinances; and in case the Company fails thus 
 to pay any of the taxes, government charges, calls and as- 
 sessments herein mentioned, or any sums due or payable 
 on account of or under the terms of any licenses, franchises 
 or municipal ordinances as aforesaid within thirty (30) 
 days after the same shall have become due and payable,
 
 33 
 
 and also within such time as they may be paid without pen- 
 alty or interest, or, in case such failure may cause the loss 
 by the Company of any of its licenses, rights, privileges or 
 franchises which are necessary to enable it to operate and 
 maintain as constructed any substantial portion of its plants 
 or systems, forthwith upon the same becoming due and 
 payable, the Trustee shall have the right at its option, and 
 upon being indemnified to its reasonable satisfaction and 
 requested in \\Titing by the holders of at least one-tenth 
 (1-10) of the bonds outstanding so to do, it shall be its duty, 
 upon receipt of sufficient funds for that purpose, to pay 
 all said taxes, government charges, calls and assessments 
 or other sums itself, unless the same shall in the Trustee's 
 opinion be in good faith contested by the Company and 
 proceedings to enforce the same shall have been stayed 
 pending such contest; and thereupon the Company shall 
 repay to the Trustee the amount thereof upon demand, 
 with interest at the rate of six (6) per centum per annum 
 from the time the same was paid by the Trustee. The 
 amount of any such payments by the Trustee shall, until 
 paid, constitute a lien upon the property covered by this 
 indenture, and in case of default shall be repaid to the 
 Trustee before any payments are made on any bonds or 
 coupons. The Trustee shall be under no obligation to 
 make any such payments unless requested by the holders 
 of one-tenth (1-10) in amount of the bonds outstanding 
 and indemnified to its reasonable satisfaction, and unless 
 the necessary funds for that purpose be first furnished it. 
 Section 3. The Company covenants that it will dili- 
 gently preserve its corporate existence and all rights, loca- 
 tions, franchises and ordinances now or hereafter acquired 
 which are or shall be essential to the operation and main- 
 tenance as constructed of any substantial portion of its 
 plants or systems; provided, however, that it may, contem- 
 poraneously with the acceptance or other acquisition of 
 any new ordinance or franchise in place of any existing 
 ordinance or franchise, suiTender or cancel such existing
 
 34 
 
 ordinance or franchise if requii'ed so to do as a condition 
 precedent to the acceptance or other acquisition of such 
 new ordinance or franchise and if, in the opinion of a com- 
 petent disinterested person selected by the Trustee and 
 paid by the Company, such surrender or cancellation is 
 for the best interest of the bondholders hereunder. In 
 such case the Trustee shall, upon request of the Company, 
 join in the surrender or cancellation of such existing franchise 
 or ordinance, and the Trustee so joining or requesting shall 
 be without liability in regard thereto. 
 
 Section 4. The Company covenants that it will at all 
 times keep its insurable property suitably insured against 
 loss or damage by fire and boiler explosion in such amounts 
 and in such insurance companies as will reasonably protect 
 the interest of the bondholders hereunder. The policies 
 for such insurance shall be made payable to and shall be 
 delivered to the Trustee unless made payable to and de- 
 livered to the trustee under said first mortgage. In case 
 the property of the Company is not suitably insured in the 
 opinion of the Trustee, the Trustee may cause insurance to 
 be placed thereon in such amounts and in such insurance 
 companies as the Trustee shall decide. The Trustee shall 
 upon the written request of the holders of one-tenth (1-10) 
 in amount of the bonds then outstanding specifying the 
 property to be insured and the amount of insurance, and 
 upon being indemnified to its reasonable satisfaction, cause 
 insurance to be placed upon the property specified in such 
 request in the amount therein required, provided the neces- 
 sary funds to procure the same are furnished the Trustee. 
 In every such case the Company shall repay to the Trustee, 
 upon demand, the amount of the premiums expended by it, 
 together with interest thereon at the rate of six (6) per 
 centum per annum from the time of the expenditure by the 
 Trustee. The amount of any such expenditure, with in- 
 terest until repaid to the Trustee, shall constitute a lien on 
 the property covered by these presents, and in case of de- 
 fault shall be repaid to the Trustee before any payments
 
 35 
 
 are made on any bonds or coupons as herein provided. 
 The Trustee shall not be responsible for the insuring of 
 property or for renewals of such insurance or for the amount 
 of insurance, except when requested and indemnified as 
 aforesaid, and furnished with the funds for that purpose, and 
 then only for neglect to comply with such request. 
 
 All moneys received by the Trustee from any insurance 
 shall be held by it as security for the principal and interest 
 of the bonds and coupons secured hereby. In case the 
 Company shall, within one year from the date of the receipt 
 of any such moneys by the Trustee, make any reconstruc- 
 tions, replacements or repairs of or upon the property 
 damaged or injured on account of which the insurance 
 money became payable, or acquire any new property of 
 a permanent nature, or make any permanent extensions, 
 additions, alterations, betterments or improvements (not 
 including therein repairs and not including therein renewals 
 of or substitutions for previously existing property other 
 than the property so damaged or injured, except to the 
 extent that the cost thereof exceeds the cost when new 
 of the things renewed or the things replaced) to, of, in or 
 upon its property, and such repairs, replacements, recon- 
 structions, new property of a permanent nature, or per- 
 manent extensions, additions, alterations, betterments or 
 improvements shall have been subjected to the lien of this 
 indenture either as a fu'st lien or as a lien subject only to the 
 lien of said fii'st mortgage dated June 2, 1902, and shall not 
 have been used as a basis for the issue of any bonds hereunder 
 or as a basis for the release of any property from the lien 
 hereof, or as a basis for the payment of any release or in- 
 surance moneys or of any cash deposited against the issue 
 of bonds, by the Trustee to the Company hereunder or as a 
 basis for the withdrawal of any moneys deposited under 
 said first mortgage,— then and in such case the Trustee shall 
 pay over to the Company in instalments from time to time 
 such portions of such moneys as shall equal the cost of such 
 repairs, replacements, reconstructions, new property of a
 
 36 
 
 permanent nature, or permanent extensions, additions, al- 
 terations, betterments or improvements; the acquisition or 
 the making, and the permanence thereof, the fact of the 
 same having become subject to the lien of this indenture, 
 either as a first lien or as a lien subject only to the lien 
 of said first mortgage dated June 2, 1902, the cost thereof, 
 the fact of non-user for the purposes above in this para- 
 graph enumerated, the fact that the same include no repairs 
 and no renewals of or substitutions for previously existing 
 property (other than of or for the property damaged or 
 injm*ed on account of which the insurance moneys became 
 payable) , except to the extent that the cost thereof exceeds 
 the cost when new of the things renewed or the things 
 replaced, and, in the case of additional real property, the 
 title thereof, having first been certified to the Trustee in 
 the manner above required in the case of the issue of bonds. 
 
 If the Company in good faith shall have begun the recon- 
 struction, replacement or repair of the said property or 
 any portion thereof, or the construction of permanent 
 extensions, additions, alterations, betterments or improve- 
 ments as aforesaid, but, owing to the extent of the work 
 undertaken or because of unavoidable or reasonable delays, 
 a greater length of time for the completion of such work 
 is required than one year, then the Trustee in its absolute 
 discretion may extend the time for the completion of such 
 work for a further period or for successive further periods 
 not exceeding in the aggregate one year; and the Company 
 shall have the same right, during such extended period or 
 periods, to receive portions of said insurance money in the 
 same manner as if said work had been performed within 
 the period of the first year. 
 
 After the expnation of such original one-year period and 
 of any extensions thereof granted by the Trustee, or at any 
 earlier date at the request of the Company, the Trustee shall 
 add such insurance moneys, or the balance thereof then 
 remaining in its hands, to the sinking fund, and shall apply 
 the same to the purchase or call of bonds in the manner here- 
 inafter provided therefor.
 
 37 
 
 In case of any loss covered by any policy of insurance, 
 any appraisement or adjustment of such loss and settle- 
 ment and payment of indemnity therefor which may be 
 agreed upon between the Company and any insurance 
 company may be consented to and accepted by the Trus- 
 tee, and the Trustee shall be in no way liable or responsi- 
 ble for the adjustment or collection of any insurance in 
 case of any loss. 
 
 Any such insurance moneys in the hands of the Trustee 
 from time to time shall draw interest at the current rate 
 paid by the Trustee upon funds of like character held by it 
 upon deposit. 
 
 Section 5. The Company covenants that it will not 
 commit or suffer, or permit others to commit, strip or waste 
 of any of the mortgaged estate, and the Company further 
 covenants that it will at all times maintain, preserve and 
 keep its plants and systems and all parts thereof in thorough 
 repair, working order and condition, and fully supplied with 
 all necessary equipment ; that it will from time to time make 
 all needful and proper repairs, renewals, replacements 
 and alterations, so that its business and every part thereof 
 shall at all times be carried on with safety and despatch; 
 that it will not do or omit to do any act or thing whereby 
 its property-, licenses, locations, franchises or rights under 
 any ordinances or by-laws may become lost or impaired or 
 subject to forfeiture; and that it will at all times, upon 
 request, furnish the Trustee with a schedule showing hi 
 reasonable detail the items of the estate, property and 
 franchises covered by this mortgage or intended or purported 
 so to be covered. 
 
 Section 6. The Company covenants that none of the 
 l)roperty now owned by any of the following corporations, 
 viz., — Bloomington c^- Normal Railway, Electric (fc Heating 
 Company, Consumers Light & Heat Company, Consumers 
 Heat and Electric Company and City District Heating 
 Company, shall be sold or transferred other than to the 
 Company.
 
 38 
 
 Section 7. The Company covenants with the Trustee 
 that the mortgaged property, and all parts thereof, is free 
 and clear of all liens of every nature having priority or which 
 may become entitled to priority over these presents, except 
 as to said first mortgage dated June 2, 1902, and except 
 property, privileges, immunities and franchises which may 
 be hereafter acquired by it and which shall not have been 
 used as the basis of any issue of bonds hereunder, or as the 
 basis for the release of any property from the lien hereof, 
 or as the basis for the pajinent of any insurance or release 
 moneys or cash deposited against the issue of bonds here- 
 under to the Company by the Trustee hereunder. The 
 Company further covenants with the Trustee that it has 
 good title to and full power and authority to sell and convey 
 the property hereby conveyed or purported to be conveyed, 
 except as aforesaid, and that it will warrant and defend the 
 lien and interest of the Trustee in said property against the 
 lawful claims of every person and all persons claiming or 
 to claim the same. The Company further covenants not 
 to suffer any lien superior or equal to the lien hereof to 
 attach to the mortgaged estate. 
 
 Section 8. The Company covenants to keep this in- 
 denture at all times properlj^ filed and recorded in such 
 manner and at such places as may be required to establish 
 and maintain the superior lien hereof on the property mort- 
 gaged hereunder. 
 
 Section 9. The Company covenants to make, execute, 
 acknowledge, deliver and record, as often as requested by 
 the Trustee, any confirmatory, renewal, supplemental or 
 other indentures and any other instruments or conveyances 
 which, in the opinion of the Trustee, are or may be neces- 
 sary to subject to the lien hereof the property mortgaged or 
 pledged hereunder or any additional property which may 
 be acquired by the Company.
 
 39 
 
 ARTICLE V. 
 
 Sale and Release of Property before Default. 
 
 Section 1. The Company may at any time before de- 
 fault, without the consent of the Trustee, sell or otherwise 
 dispose of any part of the mortgaged estate which may have 
 become worn or damaged or otherwise unsuitable to be used 
 in the conduct of the Company's business, provided that 
 other property of equal value shall have been substituted 
 therefor, and provided that the Compan}^ shall not under 
 this provision, without the consent of the Trustee, sell or 
 dispose of, in any six (6) successive months, property ex- 
 ceeding in value the sum of three thousand (3,000) dollars. 
 
 Section 2, The Trustee may from time to time, at the 
 request of the Company", release from the lien of this in- 
 denture any of the mortgaged estate when in its judgment, 
 based upon the certificate of a competent disinterested per- 
 son selected by it and paid by the Company, or, if the 
 Trustee shall so elect, upon the certificate of the President 
 or the Treasurer of the Company, other property of equal 
 value for the purposes of the Company shall have been 
 substituted therefor and subjected to the lien hereof either 
 as a first lien or as a lien subject only to the lien of said 
 first mortgage dated June 2, 1902. Property acquired 
 before any such request for a release may be treated as a 
 substitute for property to be released, provided the Trustee 
 shall have been notified in writing by the Company at or 
 before the acquisition of such property that it is intended 
 as a basis for a future release. 
 
 Section 3. The Trustee may also from time to time, at 
 the request of the Company, release from the lien of this 
 indenture any of the mortgaged estate when the Company 
 makes deposit with the Trustee hereunder or, in the case 
 of property subject to the first mortgage, with the trustee 
 under said first mortgage of money equal in amount to the
 
 40 
 
 value of the property to be released, as determined by the 
 certificate of a competent disinterested person selected by 
 the Trustee and paid by the Company, or, if the Trustee 
 shall so elect, by the certificate of the President or the 
 Treasurer of the Company. The deposit of money in 
 accordance with the provisions hereof with the trustee under 
 said first mortgage may be evidenced by the delivery to 
 the Trustee hereunder of a certificate of the trustee under 
 said first mortgage. 
 
 All moneys received by the Trustee under the provisions 
 of this Article shall be held by it as security for the principal 
 and interest of the bonds and coupons secured hereby. In 
 case the Company shall within one year from the date of the 
 receipt of any such moneys by the Trustee replace or ac- 
 (juire substitutions for the property on account of the release 
 of which such moneys were received, or acquire any new 
 propertj^ of a permanent nature or make any permanent 
 extensions, additions, alterations, betterments or improve- 
 ments (not including therein repairs, and not including 
 therein renew^als of or substitutions for previously existing 
 property, other than the property so released, except to 
 the extent that the cost thereof exceeds the cost when new 
 of the things renewed or the things replaced) to, of, in or 
 upon its property, and such replacements, substitutions, new 
 property of a pennanent nature or permanent extensions, 
 additions, alterations, betterments or improvements shall 
 have been subjected to the lien of this indenture, either as a 
 first lien or as a lien subject only to the lien of said first 
 mortgage dated June 2, 1902, and shall not have been used 
 as a basis for the issue of any bonds hereunder, or as the 
 basis for the release of any property from the hen hereof, 
 or as the basis for the pa\anent of any release or in- 
 surance moneys or of any cash deposited against the 
 issue of bonds, by the Trustee to the Company here- 
 under or as a basis for the withdrawal of am^ moneys 
 deposited under said first mortgage, — then and in such 
 case the Trustee shall pay over to the Company in in-
 
 41 
 
 stalments from time to time such portions of such moneys 
 as shall equal the cost of such replacements, substitutions, 
 new property of a permanent nature, or permanent exten- 
 sions, additions, alterations, betterments or improvements; 
 the acquisition or the making and the permanence thereof, 
 the fact of the same having become subject to the lien of 
 this indenture, either as a first lien or as a lien subject only 
 to the lien of said first mortgage dated June 2, 1902, the cost 
 thereof, the fact of non-user for the purposes above in this 
 paragraph enumerated, the fact that the same include no 
 repairs and no renewals of or substitutions for previously ex- 
 isting property (other than of or for the property on account 
 of the release of which such moneys were received by the 
 Trustee) except to the extent that the cost thereof exceeds 
 the cost when new of the things renewed or the things re- 
 placed, and, in the case of additional real property, the title 
 thereof, having first been certified to the Trustee in the 
 manner above required in the case of the issue of bonds. 
 
 If the Company in good faith shall have begim the con- 
 struction of any such replacements, substitutions or per- 
 manent extensions, additions, alterations, betterments or 
 improvements as aforesaid, but, owing to the extent of the 
 work undertaken or because of imavoidable or reasonable 
 delays, a greater length of time for the completion of such 
 work is required than one year, then the Trustee in its 
 absolute discretion may extend the time for the completion 
 of such work for a further period, or for successive further 
 periods not exceeding in the aggregate one year, and the 
 Company shall have the same right during such extended 
 period or periods to receive portions of said release moneys 
 in the same manner as if said work had been performed 
 within the period of the first year. 
 
 After the expiration of such original one-year period, 
 and of any extensions thereof granted by the Trustee, or 
 at any earlier date at the request of the Company, the 
 Trustee shall add such release moneys, or the balance thereof 
 then remaining in its hands, to the sinking fund, and shall
 
 42 
 
 apply the same to the purchase or call of bonds in the manner 
 hereinafter provided therefor. 
 
 Any such release moneys in the hands of the Trustee from 
 time to time shall draw interest at the current rate paid 
 by the Trustee on funds of like character held by it on 
 deposit. 
 
 ARTICLE VI. 
 
 Sinking Fund. 
 
 The Company covenants that it will on or before July 1, 
 1912, and on or before July 1 in each year thereafter, up 
 to and including July 1, 1919, pay to the Trustee a sum of 
 money equal to one (1) per centum of the total face value 
 of all the bonds which shall have been issued hereunder 
 whether or not then outstanding up to the first day of July 
 on which the payment in question is made, and that it 
 will, on or before July 1, 1920, and on or before July 1 in each 
 year thereafter during the contmuance of these presents 
 pay to the Trustee a sum of money equal to two (2) per 
 centum of the total face value of all the bonds which shall 
 have been issued up to the first day of July on which the 
 payment in question is made, whether or not the same shall 
 be then outstanding. The Trustee shall thereupon forth- 
 with cause to be published twice a week for two (2) successive 
 weeks in a newspaper of general circulation published in 
 Chicago, Illinois, and in a newspaper of general circulation 
 published in Boston, Massachusetts, notice of the fact that 
 it will, up to a date therein fixed by it, receive proposals 
 to sell to it bonds secured hereby. The Trustee shall 
 devote to the purchase of such of said bonds as can be most 
 cheaply purchased under the offers to sell which it receives 
 the said money and all other moneys then held by it and 
 applicable to such purchase; provided, however, that the 
 Trustee shall not purchase bonds on such proposals at a 
 price exceeding the face value thereof and accrued interest
 
 43 
 
 plus a preniiiim of two and one-half per centum of such 
 face value. 
 
 If the Trustee fails to obtain sufficient bonds at said 
 price to exhaust such sinking fund, it shall call for payment 
 on the next available interest day, in the manner and at 
 the price hereinbefore fixed for the call of bonds, a sufficient 
 number of bonds secured hereby to exhaust such moneys. 
 The Trustee shall publish and mail notice of said call in 
 the manner in which the Company is hereinbefore required 
 to publish and mail notice of the call of bonds. The bonds 
 so to be called shall be determined by lot by the Trustee, 
 and the drawing shall be made by the numbers of the cou- 
 pon bonds. In case there shall then be outstanding a regis- 
 tered bond without coupons issued in lieu of or in exchange 
 for any coupon bond thus called, or for any such coupon 
 bond and other coupon bonds, the holder of such registered 
 bond without coupons shall deliver it to the Trustee and 
 the Trustee shall pay such holder the sum payable on ac- 
 count of the coupon bond or bonds thus called, and shall 
 in addition deliver to the holder bonds, either registered or 
 coupon, as he shall elect, of an aggregate face value equiv- 
 alent to the excess in face value, if any, of such registered 
 bond without coupons surrendered as aforesaid over such 
 coupon bond or bonds thus called. 
 
 All bonds purchased or called for the sinking fund shall 
 be stamped by the Trustee ''Held in sinking fund," shall 
 be permanently held in the sinking fund, and shall draw 
 interest in the same manner as outstanding bonds. All 
 interest received by the Trustee upon said bonds or upon 
 any other part of the sinking fund shall be by the Trustee 
 added to the sinking fund and applied, together with the 
 annual payments hereinbefore covenanted to be made, 
 toward the purchase or call of bonds in the manner here- 
 inbefore provided.
 
 44 
 
 ARTICLE VIL 
 
 Transfer of Coupons and of Bonds. 
 
 The coupons to be secured hereby are transferable by 
 dehvery and when paid shall be cancelled, and, after default 
 in the payment of any coupon or coupons, no coupon shall 
 be secured hereby or embraced withhi the trusts hereof or 
 be assignable unless accompanied by the bond or bonds to 
 which it was originally attached. 
 
 The bonds to be secured hereby shall be transferable ac- 
 cording to their terms: as to coupon bonds unregistered 
 or registered to bearer, by delivery; as to the principal 
 of coupon bonds registered other than to bearer and as to 
 registered bonds without coupons, only on the books of the 
 Trustee. Any payment made in good faith by the Trustee 
 to a registered holder of a bond without coupons and any 
 payment on account of principal to the registered holder 
 of a coupon bond shall discharge it and the Company pro 
 tanto. 
 
 The Trustee shall certify, shall make exchanges of and 
 shall register the bonds hereby secured in accordance with 
 the terms of the said bonds and of this indenture. Coupon 
 bonds in exchange for which registered bonds have been 
 issued shall be cancelled by the Trustee. 
 
 ARTICLE VIII. 
 
 Provisions for Default. 
 
 In case default shall be made by the Company in the 
 payment of any bond or coupon, or of any sums that may be 
 due the Trustee hereunder, or of any sums payable for sink- 
 ing fund purposes, or in any other covenant or condition 
 whatsoever of this indenture, or in case a receiver shall be 
 appointed for the Company and such default, other than a
 
 45 
 
 default in the payment of principal or such appointment of 
 a receiver shall continue for a period of ninety (90) days 
 after written notice thereof shall have been given by the 
 Trustee to the Company, or without such nhiety (90) days' 
 delay in case such delay is waived by vote of the Company's 
 Directors, or in case such default, if continued, will cause the 
 loss by the Company of an}' of its licenses, rights, privileges 
 or franchises which are necessary to enable it to operate 
 and maintain as constructed any substantial portion of its 
 plants or systems, the Trustee may do any one of the fol- 
 lowing things, and, if specifically so requested in writing 
 by the holders of one-fourth (}^) in amount of the bonds 
 secured hereby and indenmified to its reasonable satisfac- 
 tion, the Trustee shall take the steps and do the things set 
 forth in subdivision (1) of this Article, and shall also, if so 
 requested and indemnified, proceed to the foreclosure of 
 this mortgage. The Trustee shall in all cases, whether 
 acting upon its own motion or upon such request, have the 
 right to determine which of the methods of foreclosure here- 
 inafter set forth (other than as above provided as to said 
 paragraph numbered (1)) it shall adopt, and its decision 
 upon this subject shall be conclusive. 
 
 (1) The Trustee may declare the principal of all 
 the bonds to be iimnediately due and payable; 
 
 (2) The Trustee may enter upon the mortgaged 
 estate and exclude the Company, and have, hold and 
 use the same as the Company could if this indenture 
 had not been made, applying the income of the mort- 
 gaged estate, after the payment and discharge of all 
 expenses and liabilities incident to the conduct of the 
 business and of compensation to the Trustee, as fol- 
 lows : — 
 
 First, to the payment of the accrued interest on 
 the bonds and to such other payments as may then 
 be due; and 
 
 Second, to hold the surplus as part of the mort- 
 gaged estate.
 
 46 
 
 (3) The Trustee may, after entry upon all or part 
 of the mortgaged estate as aforesaid, or without entry, 
 sell or cause to be sold to the highest bidder or bidders 
 all and singular the property then held by the Trustee 
 hereunder. Such sale shall be made at public auction 
 at such place in the city of Bloomington, Illinois (un- 
 less the sale be required by law to be held at some 
 other place or places) on such day and terms as the 
 Trustee may determine and as shall be specified in the 
 notice of such sale, which notice shall be given by 
 pubhcation at least twice in each calendar week for 
 three (3) successive calendar weeks next prior to the 
 date of such sale in a newspaper of general circulation 
 pubUshed in the city of Bloomington, Illinois, and in 
 a newspaper of general circulation published in the 
 city of Chicago, Illinois, and in a newspaper of general 
 circulation published in the city of Boston, Massachu- 
 setts. The Trustee may adjourn any sale to be made 
 hereunder as often as it may desire by announcement 
 at the time and place appointed for such sale or any 
 adjourned sale, and without further notice or publi- 
 cation, the Trustee may make such sale at the time 
 and place to which the same shall have been so ad- 
 journed. 
 
 Upon the completion of any sale hereunder, whether 
 under the foregoing power or pursuant to judicial 
 process or otherwise, the Trustee shall convey, trans- 
 fer and deliver to the accepted purchaser the property 
 sold, and the Trustee is hereby appointed the true and 
 la-wful attorney irrevocable of the Company in its 
 name and stead to make all necessary deeds, assign- 
 ments and transfers of the property thus sold, and to 
 execute and dehver to such purchaser a full transfer 
 of all policies of insurance upon the property thus 
 sold, whether standing in the name of the Companj'- 
 or in the name of the Trustee; and the Trustee may 
 substitute any one or more persons with like power, 
 the Company hereby ratifying and confirming all 
 that the Trustee or its substitute or substitutes may do 
 by virtue or in pursuance hereof. The Company 
 hereby covenants, upon request of the Trustee or the 
 purchaser, to execute, acknowledge and deliver con- 
 firmations of such instruments. As affecting the title 
 to any property purchased at any sale of the mort-
 
 47 
 
 gaged estate, the statements set forth in any affidavit 
 of the President, or a Vice-President, or the Treasurer 
 or an Assistant Treasurer, or the Secretary of the 
 Trustee and appended to the deed of conveyance shall 
 not be open to dispute by any party, but shall con- 
 clusively be deemed to be true. 
 
 The purchase money or proceeds of any sale of the 
 mortgaged estate, whether under the power of sale 
 hereby granted or pursuant to judicial proceedings, 
 shall be paid to and received by the Trustee, and, 
 together with any sums which may then be held by the 
 Trustee under any of the provisions of this indenture 
 as part of the trust estate, shall be applied as follows : 
 
 (a) 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 expenses, liabilitifes and advances made or in- 
 curred by the Trustee hereunder; 
 
 (b) To the payment of the whole amount then 
 owing or unpaid upon the bonds hereby secured for 
 principal and interest, including interest on prin- 
 cipal after maturity and interest at the rate of six 
 per centum per annum upon all overdue instal- 
 ments 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 ratably 
 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 one instal- 
 ment of interest over any other instalment of in- 
 terest ; 
 
 (c) The surplus remaining shall be paid over to 
 the Company, its successors or assigns, or to who- 
 soever shall be lawfully entitled to receive the same. 
 
 (4) The Trustee may proceed to protect and to en- 
 force its rights and the rights of the bondholders here- 
 under by a suit or suits in equity or at law, whether 
 for the specific performance of any covenant or agree- 
 ment contained herein or in aid of the execution of any 
 power or for the foreclosure of this indenture for in- 
 terest or principal or both, or for the enforcement of 
 such other appropriate legal or equitable remedy as
 
 48 
 
 the Trustee, being advised by counsel, shall deem 
 most effectual to protect its rights and those of the 
 bondholders hereunder. 
 
 (5) The Trustee may have a receiver as an incident 
 of any of the foregoing or independently appointed 
 ex parte and without notice, the Company hereby 
 waiving notice and agreeing that a receiver may be 
 appointed in the event of default, not as a matter of 
 penalty, but as a matter of contract and as a part of 
 the consideration for and security of this indenture. 
 
 (6) The Trustee may take any other action at law 
 or in equity which it deems desirable to foreclose or 
 otherwise enforce the lien hereof. 
 
 The remedies aforesaid are cumulative. The exercise by 
 the Trustee of any of the above remedies shall not in an}^ 
 manner whatsoever deprive the Trustee or any holder or 
 holders of the bonds issued hereunder of any other remedies 
 in law or in equity not inconsistent with the provisions 
 hereof. 
 
 The foregoing provisions for default are, however, subject 
 to the condition that, if at any time after such default in 
 payment of interest, all arrears of interest shall be paid by 
 the Company or received by the Trustee from the property 
 mortgaged or pledged hereunder before any sale of the 
 property shall have been made, or if any default in the 
 observance or performance of any covenant or condition 
 herein not relating to the payment of interest shall, before 
 any such sale, be cured or adequate satisfaction in the 
 opinion of the Trustee made therefor, then the Trustee may, 
 and in every case upon the written request of the holders of 
 a majority in interest of the bonds secured hereby then 
 outstanding shall, waive such default (except a default in 
 the payment of principal) and its consequences, but no such 
 waiver shall extend to or affect any subsequent default or 
 impair any right consequent thereon. 
 
 In case the Trustee shall have proceeded to enforce any 
 right under this indenture by foreclosure or otherwise, and 
 such proceedings shall have been discontinued or abandoned
 
 49 
 
 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 Company and the Trustee shall be 
 restored to their former positions and rights hereunder in 
 respect of the property mortgaged hereunder, and all rights 
 and powers of the Trustee hereunder shall continue as 
 though no such proceeding had been taken. No delays or 
 omissions of the Trustee or of any holder of the bonds 
 hereby secured to exercise any right or power accruing 
 upon any default shall impair any such right or power, or 
 be construed to be a waiver of any such default or of any 
 subsequent default, or an acquiescence therein, and every 
 power and remedy given hereunder to the Trustee or to 
 the bondholders may be exercised from time to time and 
 as often as may be deemed expedient by the Trustee or by 
 the bondholders. 
 
 No holder of bonds secured hereby shall have the right 
 to institute any proceeding for the foreclosure of this in- 
 denture or other proceeding to enforce the lien hereof with- 
 out first having requested the Trustee to proceed and 
 offered to the Trustee adequate security and indemnity 
 against the costs, expenses and liabilities which might be 
 incurred by the Trustee in exercising any of the remedies 
 herein provided. 
 
 The Trustee shall not be bound to recognize any person 
 or persons or body or bodies corporate as the holder or 
 holders of any of said bonds, or to take any action at his, 
 its or their request, unless furnished with adequate security 
 and indemnity against the expenses and liabilities to be 
 incurred, and unless such bond or bonds are submitted to 
 the Trustee for inspection; and the Trustee may, if it 
 shall desire, require the bond or bonds so submitted to be 
 deposited with and retained by it until it shall have com- 
 pleted action hereunder.
 
 50 
 
 ARTICLE IX. 
 
 Provisions relating to Sale. 
 
 In case of any sale of the property mortgaged hereunder, 
 under the foregoing provisions relating to default 
 
 (a) The principal of all bonds secured hereby shall 
 forthwith become immediately due and payable; 
 
 (6) The Company waives the benefit of any and all 
 stay, valuation, appraisal and exemption laws, and all 
 right of redemption; 
 
 (c) The purchaser may make payment therefor in 
 bonds or coupons secured hereby in a sum equal to 
 that which would be payable on such bonds and cou- 
 pons out of the net proceeds of such sale if made for 
 money; 
 
 (d) The receipt of the Trustee for the purchase 
 money shall be a sufficient discharge to any purchaser, 
 and no such purchaser shall be bound to see to the 
 application of such purchase money for or upon any 
 trust created by this indenture or otherwise, nor shall 
 such piu'chaser be in any manner answerable for any 
 loss, misapplication or non-application of such pur- 
 chase money or be bound to inquire as to the author- 
 ization, necessity, expediency, or regularity of any 
 such sale. 
 
 (e) The Trustee or any bondholder or bondholders, 
 either alone or associated with one another or with the 
 Trustee, may bid for and purchase the property of- 
 fered for sale or cause the same to be purchased in 
 their behalf, and may make payment therefor in bonds 
 or coupons secured hereby as aforesaid. 
 
 (/) The property of the Company, unless prevented 
 by law, shall be sold as a unit.
 
 51 
 
 ARTICLE X. 
 
 Agreement for Deficiency Judgment. Immunity of 
 
 Individuals. 
 
 The Company consents that, in case of any foreclosure 
 proceedings, judgment may be rendered against it for any 
 amount which may remain due in respect of bonds secured 
 hereby and the interest thereon, after the appHcation to 
 the pajTQent thereof of the proceeds of any sale of the 
 mortgaged property. 
 
 Neither the Trustee nor any bondholder shall under any 
 circumstances have recourse, or cause or willingly permit 
 recourse to be had, to any personal, statutory or other 
 liability of any stockholder, director or officer of the Com- 
 pany, but each such Trustee and bondholder shall look for 
 the payment of the bonds and coupons secured hereby 
 solely to the corporate assets and franchises of the Companj^ 
 and such assets shall not embrace any claim which might, 
 but for this provision, be enforceable either by creditors 
 of the Company, by a receiver, or by the Company itself, 
 or in any way whatever against any person by reason of his 
 being a stocldiolder, director or officer of the Company 
 under any statute or other law now or hereafter in force, 
 or against any stockholder by reason of any insufficiency 
 or insufficiencies in the payment of the capital stock of the 
 Company. 
 
 ARTICLE XL 
 
 Proof of Bondholders' Action, and Amount of Bonds. 
 
 Any request or other instrument required by this indenture 
 to be signed or executed by bondholders may be in any 
 number of concurrent instruments of similar tenor, and 
 may be signed or executed by the bondholders in person or 
 by agent or attorney appointed in \\Titing. Proof of the 
 
 i
 
 52 
 
 execution of any such request or other instrument, or of a 
 writing appointing any such agent or attorney, or of the 
 holding by any person of bonds transferable by delivery, 
 shall (subject to the right of the Trustee to require the pro- 
 duction of the bonds, as hereinbefore provided) be suffi- 
 cient for any purpose of this indenture, and shall be conclu- 
 sive in favor of the Trustee with regard to any action taken 
 by it under such request or other instrument, if made in the 
 following manner, namely: 
 
 (1) The fact and date of the execution by any per- 
 son of any such 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 any state within the United 
 States, certifying that the person signing such request 
 or other instrument acknowledged to him the execution 
 thereof, or by the affidavit of a witness of such exe- 
 cution duly sw^orn to before any such notary public 
 or other officer. 
 
 (2) The amounts and numbers of bonds transfer- 
 able by delivery held by any person executing any 
 such request or other instrument as a bondholder, and 
 the date of his holding the same, may be proved by 
 sworn certificate executed by any duly authorized 
 officer of any trust company, bank or other depositary 
 (wherever situated), which certificate may be deemed 
 by the Trustee to be satisfactory, showing that such 
 person had on deposit with such depositary or ex- 
 hibited to it bonds described in such certificate at the 
 date therein mentioned. 
 
 (3) The ownership of bonds registered as to prin- 
 cipal and of registered bonds without coupons shall be 
 proved by the books for the registration of such bonds 
 kept by the Trustee. 
 
 The Company or the Trustee, each in its discretion, may 
 deem and treat the bearer of any bond hereby secured, which 
 shall not at the time be registered as herein authorized, 
 and the bearer of any coupon appertaining to any bond 
 whether registered or not, as the absolute o\\Tier of such
 
 53 
 
 bond or coupon for the purpose of receiving payment thereof, 
 and for all other purposes whatsoever, except so far as it 
 is hereinabove provided to the contrary concerning coupons, 
 and neither the Company nor the Trustee shall be affected 
 by any notice to the contrary. 
 
 ARTICLE XII. 
 
 Concerning the Trustee. 
 
 The Trustee shall be entitled to repayment of all proper 
 outlays incurred in or about this trust and to reasonable 
 compensation for itself and its agents and counsel for any 
 duties which it may at any time perform in the discharge 
 of the same, and all such outlays and compensation shall 
 be paid b}' the Company upon demand and shall constitute 
 a lien upon the property covered hereby, and in case of 
 default shall be repaid to the Trustee before any payments 
 are made on any bonds or coupons as herein provided. 
 
 The Trustee shall not be required to take notice of any 
 default hereunder unless notified in writing of such default 
 by some bondholder, nor shall it be under anj^ obligation 
 to take any action towards the execution of the trusts hereby 
 created which, in its opinion, may 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 security and indemnity reasonably satisfactory 
 to the Trustee against such expense and liability. These 
 provisions are intended only for protection of the Trustee, 
 and shall not be taken to limit or affect any discretion or 
 power given to the Trustee hereunder to determine whether 
 or not it shall take action in respect to any default or other- 
 wise. 
 
 The Trustee shall not be answerable for the default or 
 misconduct of any agent, employee, appointee or attorney 
 selected by it in pursuance hereof if such person shall have 
 been selected with reasonable care, nor shall it be liable 
 for anything whatever in connection with this trust, or its 
 action hereunder, except for its own wilful misconduct
 
 54 
 
 or gross negligence. The Trustee may consult with counsel, 
 and any action taken by the Trustee in good faith on advice 
 of its counsel shall be a complete and conclusive protection 
 to the Trustee. 
 
 The Trustee shall not be under any duty to investigate 
 the truth of the facts stated in any affidavit, certificate or 
 certified copy of resolution provided for herein, and any 
 action taken by it in reliance upon the facts stated in such 
 affidavit, certificate or certified copy of resolution shall 
 be a complete and conclusive protection to the Trustee. 
 
 It shall be no part of the duty of the Trustee to see to the 
 execution, acknowledgment and recording of this instru- 
 ment as a mortgage or conveyance of real or personal estate, 
 or to do any other act which may be suitable and proper to 
 be done to make this instrument a lien or to continue, ex- 
 tend or supplement such lien (except when it is specifically 
 otherwise provided herein), or for giving notice of the exist- 
 ence of such lien ; nor shall the Trustee have any respon- 
 sibility as to the validity of this instrument, or of any of the 
 covenants herein contained, nor as to the amount or extent 
 of the security afforded by the property hereby conveyed, 
 nor as to the validity or priority of any bonds issued here- 
 under, nor as to the apphcation of any of said bonds or of 
 the proceeds thereof, nor as to the performance by the 
 Company of any of its covenants or obligations here- 
 under. All recitals or representations herein or in said 
 bonds contained are those of the Company and not of the 
 Trustee. 
 
 It shall be no part of the duty of the Trustee to see to the 
 insurance of any part of the mortgaged property, or to re- 
 qune the deposit with it of insurance policies, or to pay or 
 keep itself advised as to the payment of rents, or assessments 
 or other governmental charges of or upon any of the mort- 
 gaged property except under the circumstances in this in- 
 strument especially provided. But the Trustee may, in its 
 discretion, and at the expense of the Company, do any 
 and all of such matters and things or require the same to 
 be done.
 
 55 
 
 In case at any time it should be necessary or proper for the 
 Trustee to make any investigation respecting any fact 
 preparatory to taking or not taking any action, or doing 
 or not doing anything as such Trustee, except when it is 
 specifically otherwise provided herein, a certificate signed 
 in the Company's name by its President or Vice-President, 
 attested by its Secretary under its corporate seal and verified 
 by the affidavit of one or more of the Company's directors, 
 shall be conclusive evidence of such fact to protect the 
 Trustee in any action that it may take by reason of the sup- 
 posed existence of such fact. Except as otherwise provided 
 in this mortgage, every request, order, consent or expres- 
 sion of desire set forth in writing, addressed and delivered 
 to the Trustee and signed in the name of the Company by 
 its President, may, for the purpose of this mortgage, be 
 taken and relied upon b}'' the Trustee as the request, order, 
 consent or expression of desire of the Company. The 
 Trustee shall only be required to exercise good faith in the 
 appointment of any appraiser, referee or other agent or ad- 
 visor required to be appointed hereunder. 
 
 The Trustee may at any time resign this trust by written 
 notice delivered to the Company thii-ty (30) days before 
 the resignation is to take effect; and, in case of such resigna- 
 tion or of the removal or incapacity of the Trustee for any 
 reason, the Company shall have the right to nominate and 
 appoint a successor to the Trustee with the consent in writ- 
 ing of the holders of a majority in interest of the bonds 
 hereb}'' seciu^ed at the time outstanding, but any vacancy 
 of more than thirty (30) days' standing may be filled by 
 any court having jm'isdiction on application of any person 
 interested. It is agreed that any new Trustee appointed 
 hereunder to fill any vacancy in the office of Trustee shall 
 be an incorporated trust company or bank having a capital 
 and surplus of at least one million (1,000,000) dollars. 
 
 No bond shall be required of the Trustee unless ordered 
 b}'' a court having jurisdiction and for cause shown. 
 
 Upon the appointment of any successor to the Trustee 
 all the property mortgaged or pledged hereunder shall
 
 56 
 
 immediately and without conveyance or further evidence 
 of transfer vest in such successor; but the outgoing Trustee 
 shall, nevertheless, at the expense of the Company, execute, 
 acknowledge and deliver to its successor such conveyances 
 and transfers, and make such deliveries, as the new Trustee 
 may deem proper to vest or confirm said property in the 
 new Trustee. 
 
 The word "Trustee," wherever used herein, shall be taken 
 to apply to the Trustee hereunder for the time being. 
 
 Whenever under these presents the Trustee is called upon 
 to give or serve any notice upon the Company, such notice 
 may be given by the Trustee by depositing in the post- 
 office at Chicago or any branch thereof, or in the post-office 
 at Bloomington or any branch thereof, a copy of such notice, 
 postage prepaid, addressed to the Bloomington and Normal 
 Railway and Light Company, Bloomington, Illinois, or by 
 delivering to the President or Treasurer or to any two di- 
 rectors of the Company a copy of such notice. 
 
 All sums of money from time to time in the hands of the 
 Trustee under the provisions of this indenture shall draw 
 interest at the current rate paid by the Trustee upon funds 
 of like character held by it on deposit. 
 
 ARTICLE XIII. 
 Discharge. 
 
 These presents shall become void 
 
 (a) If the Company or the Trustee shall call at the 
 price hereinbefore fixed therefor, all the bonds then 
 outstanding hereunder, giving notice thereof as herein- 
 before provided, and shall pro\T.de payment therefor 
 in full in the manner therefor hereinbefore provided, 
 and in such case as of the date fixed in the call for 
 payment; or 
 
 (6) If the Company shall well and truly pay and 
 discharge at the maturity thereof the principal and 
 interest of all bonds then outstanding hereunder in 
 the manner therein provided therefor, and in such 
 case as of the date of the maturity aforesaid ; or
 
 57 
 
 (c) If the Company shall at any time pay to the 
 Trustee such a sum of money as shall, in addition to 
 any other moneys then in the hands of the Trustee 
 and apphcable to that purpose, be sufficient to pay 
 all the bonds then outstanding hereunder and interest 
 thereon to maturity, or sufficient to make such pay- 
 ment on all such bonds as the Company shall not have 
 delivered cancelled to the Trustee, and in such case 
 as of the date of maturity aforesaid; or 
 
 (d) If the Company shall at any time deliver to the 
 Trustee cancelled all the bonds and coupons then out- 
 standing hereunder and in such case forthwith; 
 
 (e) But only if in each and every such case the 
 Company shall have paid to the Trustee any and all 
 sums due to the Trustee under the provisions of this 
 indenture : 
 
 and then and in each and every such case the estate, right 
 and title of the Trustee hereby created shall utterly cease 
 and determine, and, if the Company shall so request, the 
 Trustee shall on the dates respectively above set forth 
 execute to the Company a good and sufficient release and 
 discharge in law of this indenture and of the lien hereby 
 created, and shall restore and surrender to the Company 
 possession of any property of which it shall have taken pos- 
 session and which it shall not have sold under and by virtue 
 of these presents; but otherwise and until such payment 
 and performance these presents shall be and remain in full 
 force and effect. 
 
 In Witness Whereof, the Bloomington and Normal 
 Railway and Light Company has caused these presents as 
 well as one other instrument of like tenor and effect to be 
 executed in its name and behalf by W. B. McKinley, 
 its President, and George M. Mattis, its Treasurer, and its 
 corporate seal to be hereto affixed and attested by 
 George M. Mattis, its Assistant Secretary; and the Illinois 
 Trust & Savings Bank, as Trustee, has likewise caused 
 . these presents as well as one other instrument of like tenor 
 and effect, to be executed by Frederick T. Haskell its Vice-
 
 58 
 
 President, and F. F, Taylor, its Assistant Secretary, and its 
 corporate seal to be hereto affixed and attested by F. F. 
 Taylor, its Assistant Secretary. 
 
 Although this indenture is dated June 1, 1911, it was 
 actually executed on the 2nd day of September, 1911. 
 
 BLOOMINGTON AND NORMAL RAILWAY 
 AND LIGHT COMPANY. 
 
 Signed, sealed and delivered By 
 
 in presence of W. B. McKlNLEY 
 
 Thomas W. Swan President 
 
 And 
 
 [CORPORATE Geo M. Mattis 
 
 SEAL] Treasurer 
 
 Attest : 
 Geo M. Mattis 
 
 Assistant Secretary 
 
 O.K. 
 
 M.B. ILLINOIS TRUST & SAVINGS BANK, AS TRUSTEE 
 
 Signed, sealed and delivered By 
 
 in presence of FREDERICK T. HaskelL 
 
 Morris Berger Vice President 
 
 And 
 
 [CORPORATE F. F. Taylor 
 
 SEAL] Asst. Secretary 
 
 Attest: 
 
 F. F. Taylor 
 
 Asst. Secretary
 
 59 
 
 State of Illinois I 
 
 County of Champaign S 
 
 ss. 
 
 On this 2nd day of September, a.d., 1911, before me, 
 the undersigned Notary Public, personally appeared 
 W. B. McKinley and George M. Mattis who being duly 
 sworn each for himself on oath stated: 
 
 That he, the said W. B. McKinley, is and at the 
 time of the execution of the foregoing Indenture of 
 Mortgage and Deed of Trust was President of the Bloom- 
 ington and Normal Railway & Light Company, a corpora- 
 tion, the mortgagor therein named, and the same person 
 who as such President executed such Indenture of Mort- 
 gage and Deed of Trust in behalf of said corporation; 
 
 That he, the said George M. Mattis is and at the 
 time of the execution of the said Indenture of Mort- 
 gage and Deed of Trust was Treasurer of said corporation, 
 mortgagor, and the same person who as such Treasurer 
 executed said Indenture of Mortgage and Deed of Trust 
 in behalf of said corporation; 
 
 And that the said foregoing Indenture of Mortgage and 
 Deed of Trust is given in good faith, and that it is not in- 
 tended to hinder, delay or defraud creditors. 
 
 W. B. McKinley 
 Geo M Mattis 
 
 Subscribed and sworn to this 2nd day of September, a.d. 
 1911, before me, 
 
 [Notarial S. A. PoWER 
 
 Seal] Notary Public.
 
 60 
 
 State or Illinois, } gg 
 
 County of Champaign S 
 
 1, S. A. Power Notary Public, do hereby certify that 
 W. B. McKinley, President of the Bloomington and Normal 
 Railway and Light Company, personally known to me to 
 be the same person whose name is subscribed to the fore- 
 going instrument, appeared before me this day in person 
 and acknowledged that he signed, sealed and delivered the 
 said instrument as his free and voluntary act and as the 
 free and voluntary act of the Bloomington and Normal 
 Railway and Light Company, for the uses and purposes 
 therein set forth, and on oath stated that he was authorized 
 to execute said instrument and that the seal thereto affixed 
 is the seal of said corporation. 
 
 Given under my hand and official seal this 2nd day of 
 September, a.d., 1911. 
 
 S. A. Power 
 
 [Notarial Notary Public. 
 
 Seal]
 
 61 
 
 State of Illinois I gg^ 
 
 County of Champaign S 
 
 I, S. A. Power Notary Public, do hereby certify that 
 George M. Mattis, Treasurer of the Bloomington and Nor- 
 mal Railway and Light Company, personally known to me 
 to be the same person whose name is subscribed to the 
 foregoing instrument, appeared before me this day in per- 
 son and acknowledged that he signed, sealed and delivered 
 the said instrument as his free and voluntary act and as the 
 free and voluntary act of the Bloomington and Normal 
 Railway and Light Company for the uses and purposes 
 therein set forth, and on oath stated that he was authorized 
 to execute said instrument, and that the seal thereto affixed 
 is the seal of said corporation. 
 
 Given under my hand and official seal this 2nd day of 
 September, a.d. 191L 
 
 S. A. Power 
 
 INoTARiAL Notary Public. 
 
 Seal]
 
 62 
 
 State of Illinois ^gg^ 
 County of Cook S 
 
 I, Morris Berger Notary Public, do hereby certify that 
 Frederick T. Haskell, Vice President of the Illinois Trust 
 & Savings Bank, personally known to me to be the same 
 person whose name is subscribed to the foregoing instru- 
 ment, appeared before me this day in person and acknowl- 
 edged that he signed, sealed and delivered the said in- 
 strument as his free and voluntary act and as the free and 
 voluntary act of the Illinois Trust & Savings Bank as 
 Trustee for the uses and purposes therein set forth, and 
 on oath stated that he was authorized to execute said in- 
 strument and that the seal thereto affixed is the seal of said 
 corporation. 
 
 Given under my hand and official seal this 2nd day of 
 September, a.d. 1911. 
 
 Morris Berger 
 
 [Notarial Notary Public. 
 
 Seal]
 
 63 
 
 State of Illinois } gg 
 County of Cook S 
 
 I, Morris Berger Notary Public, do hereby certify that 
 F. F. Taylor, Ass't Secretary, of the Illinois Trust & 
 Savings Bank, personally known to me to be the same per- 
 son whose name is subscribed to the foregoing instru- 
 ment, appeared before me this day in person and acknowl- 
 edged that he signed, sealed and delivered the said in- 
 strument as his free and voluntary act and as the free and 
 voluntary act of the Illinois Trust & Savings Bank as 
 Trustee for the uses and purposes therein set forth, and 
 on oath stated that he was authorized to execute said in- 
 strument, and that the seal thereto affixed is the seal of said 
 corporation. 
 
 Given under my hand and official seal this 2nd day of 
 September, a.d. 1911. 
 
 Morris Berger 
 
 [Notarial Notary Public. 
 
 Seal]
 
 64 
 
 20121 
 State of Illinois / 
 
 r SS 
 
 County of McLean ) 
 
 Filed for Record in the said County on the 6th day of 
 
 Sept. A.b. 1911 at 3 o'clock 
 P.M. and Recorded in Book 227 of Mortgages Page 450 
 
 N. B. Carson, Recorder 
 By E. A. Vencill, Deputy
 
 %
 
 UNIVERSITY OF ILLINOIS-URBANA 
 
 ^_ 3 0112 025307494