TERMINAL FIRST MORTGAGE OF THE AND GREAT WESTERN RAILROAD (UMPANY. TERMINAL FIRST MORTGAGE OF THE CHICAGO AND GREAT WESTERN RAILROAD COMPANY. TERMINAL FIRST MORTGAGE CHICAGO AND GREAT WESTERN RAILROAD COMPANY, made this first (1) day of May, A. D. Eighteen hundred and eighty six (1886), by and between the CHICAGO AND GREAT WESTERN RAILROAD COMPANY, a corporation duly established under the laws of the State of Illinois, party of the first part, and JOHN A. STEWART of New York, in the County and State of New York, and EDWIN H. ABBOT of Milwaukee, in the County of Milwaukee and State of Wisconsin, parties of the second part, (Ir/at IPhercas said first party has located its railroad and terminal facilities in the County of Cook and State of Illinois, from its transfer yard, in Section Sixteen (16) in the town of Cicero, easterly into and through the city of Chi- cago, across the south branch of Chicago River north of Twelfth Street Bridge, to and into its passenger terminals and depot grounds situate on the corner of Harrison Street and Fifth Avenue in said city, and has acquired, and is acquiring, by purchase, lease, contract and otherwise about acres, more or less, of land from its transfer yard in said Section Sixteen (16) and has dedicated and established the whole of said acreage for and as its yard and terminal facil- ities, and has located upon the same, and proposes to cover the same with tracks, shops, suburban passenger-stations, car sheds, round-houses, freight-sheds, freight-houses, ware- houses, elevators, and other suitable structures and build- ings in order to provide yard accommodation and terminal facilities for its own use and for the use of such other rail- roads as shall from time to time, by license of and arrange- ment with said first party jointly occupy the same; and IDfyereas said first party is proposing to acquire from time to time hereafter other lands in said Cook County and provide additional terminal facilities from time to time as the same are needed for its own business and for the convenience of city and surburban travel and of such other railroad companies as said first party may from time to time admit to the enjoyment thereof, and is about to provide funds to pay for its lands acquired, and to be acquired, and for its construction, equipment and general business as above set forth, by the issue of ite first mortgage five per cent, fifty year gold terminal bonds to the amount of four millions (4,000,000) of dollars, face value, as hereinafter described, and its second mortgage five per cent, fifty year gold terminal bonds to the amount of four millions (4,000,000) of dollars, face value, as hereinafter described, and to secure, as here- inafter stated, the payment in gold coined money of the United States, of the present standard weight and purity, of the principal and interest of both said classes of said termin- al bonds by this mortgage or deed of trust to the parties of the second part, upon all its said railroad, real estate, rights, property, franchises, rolling stock, motive power, terminal facilities, buildings, income, and other property of every de- scription, both real and personal, acquired and to be ac- quired, in the County of Cook as aforesaid; and tDfyereas said first party hereby covenants that when its said railroad and terminal facilities hereinafter described shall have been completed within said Cook County and the said terminal bonds thereon shall have been all issued, the total amount of its said first mortgage terminal bonds shall not then exceed the amount of four million dollars ($4,000,- 000), and that the total amount of its second mortgage ter- minal bonds shall not then exceed the 'amount of four million dollars ($4,000,000); and further covenants that said eight million dollars of terminal bonded indebtedness is all the valid bonded indebtedness of said Company now resting upon its property aforesaid in the County of Cook, and that said terminal bonds hold the first bonded lien thereon, and are subject only to certain outstanding purchase money mortgages, trust deeds, contracts, leases, ground-rents, and the like, all of which said Company will in due course ex- tinguish as fast and as far as may be, and hereby covenants fully to protect said terminal bonds against the same when and as the same become due and payable; and IPhcreciS each of said terminal bonds is to be for the sum of One thousand dollars ($1,000) payable in gold coined money of the United States in fifty (50) years from the first (1) day of June, A. D. Eighteen liundrcd and eighty-six (1886), with interest at the rate of Five (5) per centum per annum, payable scmi-annually on the first days of December and June in each year, the first coupon maturing upon the first (1) day of December, A. D. eighteen Jnuidrcd and eighty-six (1886) on each class of said terminal bonds, which are all to be paid, both principal and interest, at the office of the Company in the city, county and state of New York, said second mort- gage terminal bonds being, however, subject to the prior payment of said first mortgage terminal bonds, both princi- pal and interest, accruing and to accrue thereon, when and as the same becomes due; and IDfyereas said first mortgage terminal bonds and second mortgage terminal bonds, are, except in numbers and dis- tinguishing marks, of the substantial form and effect of the respective forms annexed to this indenture and made a part thereof; Hott) O?ereforc, the CHICAGO AND GREAT WESTERN RAILROAD COMPANY, in consideration of onedollar and divers other valuable considerations, receipt of which is hereby acknowledged, has granted, bargained, sold, assigned, trans- ferred, released, conveyed and confirmed unto said JOHN A. STEWART and EDWIN H. ABBOT, as they are trustees herein named, parties of the second part, all that railroad known as the Chicago and Great Western Railroad, constructed and to be constructed, acquired and to be acquired, maintained and operated within the County of Cook and State of Illi- nois, said Company reserving the right at all times to extend this line outside said county limits in any direction free from the lien of this mortgage under the chartered powers it now possesses, as well as under any and all other franchises which may hereafter be conferred upon or acquired by it, whenever and if such extension or extensions should here- after be approved by said first party, together with all its lands, acquired and to be acquired, as well as all its ease- ments, leaseholds, reversions, right of way, depot grounds, tracks, bridges, viaducts, culverts, fences, car houses, freight houses, wood-houses, coal sheds, and other buildings of every sort and description, built and to be built, and all factories, and machine shops, held or to be held by it for use in con- nection with its said railroad or any part thereof, and also all locomotives, tenders, and other motive power, rolling- stock, cars, coaches, equipment, and all machinery, tools, im- plements, fuel, materials for constructing, operating, repair- ing or replacing the said railroad or any part thereof, and all the appurtenances of the said railroad, structures of any sort, and property, or any part thereof, and also all revenues, rates, tolls, sums of money, income, arising and to arise from the said railroad or from any part of the premises hereinbe- fore expressed to be conveyed, or any of them, so far as the same is earned in said county, and also all corporate and other franchises, powers and privileges connected with or relating to said railroad or to its construction, maintenance or use, or otherwise belonging to said company, and also all ties, iron or steel rails, fish plates, spikes, piles, bridges, bridge materials, telegraph poles, telegraphic materials, bar iron, oil, waste, fuel, and every sort of railroad supplies, ac- quired and to be acquired, used or to be used, in the con- struction or operation of any part of said railroad within said County of Cook, whether now completed or hereafter to be built, together with all appendages, appurtenances and movable property of every kind, and all improvements, ex- tensions and additions, now or hereafter made and to be made to or upon any and all of the above described railroad and other property of said Company within said County of Cook, together with all easements, licenses, property, estate and rights of any nature whatsoever, whether real or per- sonal, corporeal or incorporeal, to which said Company now is or may hereafter be or become in law or equity entitled as appertaining to said railroad above described, meaning and intending hereby that the lien of this trust shall attach to and upon every part of the premises above described from the moment that any right or title therein shall vest in said railroad company, and also all books of accounts, deeds, leases, certificates, contracts, records, vouchers, papers, and also all documents relating to or appertaining to the title and the business, past, present and future, of said Company in said County of Cook, provided, however, that nothing herein shall be construed to prevent said railroad company from hereafter separately mortgaging any extension of its said railroad or any branches thereof outside of the County of Cook, nor to limit its right to the property and income which is not included or earned in said County of Cook, as the same is not embraced in the premises described in this deed of trust, nor limit its right or title to any property which may be hereafter built or acquired outside said county limits, nor prevent it from creating a prior lien by mortgage, or by any other form of contract, or otherwise, upon any property whatever within said county limits which it may hereafter acquire, whether real or personal, in order to se- cure payment of the purchase money thereof, or any part thereof; it being the intent of this mortgage to secure its said terminal bonds only upon the terminal facilities of said. Company and its general yard as hereinbefore described which extends within and from said Section Sixteen (16) in the town of Cicero, to its passenger grounds on the corner of Harrison Street and Fifth Avenue in the city of Chicago. (To )Clt>e atlb Co fjolb all and singular the above mentioned and described railroad yard and other property and all other the premises hereinbefore expressed to be conveyed, with the appurtenances thereof, and all the rights, easements, hereditaments and privileges thereunto belonging or apper- taining to the said John A. Stewart and Edwin H. Abbot, their heirs and assigns, survivor, successors and successor, their and his heirs and assigns, to their and his sole use and behoof forever; but in trust always for the purpose of securing to said trustees, their survivor, successors and successor, or to the lawful holder of said terminal bonds the payment of the terminal bonds hereinbefore described, together with interest thereon accruing according to the tenor of said terminal bonds respectively, and according to the priority herein declared in favor of the said first over the said second mortgage terminal bonds; and, for the fur- ther carrying into effect of the conveyance herein expressed, said Company doth hereby appoint John A. Stewart and Edwin H. Abbot, their survivor, successors and successor in said trust, to be the attorneys and attorney of said Company, to take and demand from any and all persons whomsoever and to receive delivery from them of all and every the sums of money, goods, chattels, and effects of said Company, here- inbefore expressed, to be assigned, and to give effectual re- leases and discharges therefor, and to appoint for all and any purposes aforesaid in their discretion at the expense of said Company an attorney or attorneys, agent or agents, and from time to time to revoke said appointments, and gener- ally to use the name of said Company and generally to act in the particular premises as said trustees or trustee for the time being shall think expedient for the effectual perform- ance of said trust. And it is hereby mutually agreed and declared by and be- tween said Company and each and every holder of each of said terminal bonds by and through said trustees, each with the other and all the others, that said trustees, their survivor, successor and successors, for the time being in said trust shall respectively stand possessed as to all and singular the premises hereinbefore mentioned, with all the powers herein expressly granted as well as with and in addition to all the customary powers of such trustees upon and for the trusts, intents and purposes following, that is to say: Said first mortgage terminal bonds shall all stand among themselves equally secured by this indenture; but all cou- pons upon said first mortgage terminal bonds shall, in any and all legal proceedings instituted by said trustees for the effectual securing thereof, have and be allowed priority in the order in which they respectively mature; and, in like manner, said second mortgage terminal bonds shall all stand among themselves equally secured by this indenture, and all coupons thereon shall at all times have priority among themselves in the order in which they respectively mature; provided however, that all said first mortgage terminal bonds, together with each and every matured coupon thereon, shall at all times have priority over each and every second mort- gage terminal bond and over each and every matured cou- pon thereon. It is further expressly agreed that no action at law shall be maintainable upon any coupon, whether at- tached to or detached from any first or second mortgage terminal bond, by the holder thereof, without the consent of the trustees or trustee for the time being, which must, pre- viously to such suit being instituted, have been obtained in writing, nor shall such action be maintainable in any event after the default on which the right of action is based shall have been waived, by written notice to said company or otherwise, either by the holders of a majority in interest of that class of said mortgage bonded indebtedness or by said trustees; nor shall such action be maintainable in any event 8 on any bond or coupon of either class after the default on which said action is based shall have been waived by the trustees for the common benefit of all the holders of that class of bonded indebtedness herein created, in the exercise of their discretion, whether as to first mortgage or second mortgage bonded indebtedness, as hereinafter pro- vided. It is further expressly agreed that upon any default or breach of condition hereof, and after demand has been made upon said company for payment of said bonds or any coupon thereof by said trustees, their successors or successor, all rights and right of action, whether at law or in equity, upon each and every and any of said terminal bonds and coupons shall thereafter, so long as said default continues, vest exclusively in said trustees, their survivor, successors and successor, for the equal proportionate benefit of all holders of said terminal bonds according to their respective priorities, that is to say, first, for the benefit of the first mort- gage terminal bonds and interest coupons thereto attached, second, for the benefit of the second mortgage terminal bonds and interest coupons thereto attached; provided al- ways, that said rights of action shall vest exclusively, as aforesaid, in said trustees for the equal proportionate benefit of all the bonded indebtedness secured hereby, subject to the priorties hereinbefore declared. Said company covenants, and every person who at any time becomes the holder of any terminal bond of either class hereby secured, does hereby, in and by his acceptance thereof, covenant, to, with and through said trustees and with said company, and with each and all other persons who shall have become holders of either of said classes of ter- minal bonds, that this indenture enters into and forms part of each such terminal bond and each such coupon included in either class of said terminal bonds, and agrees and admits that this indenture fixes the rights, duties and liabilities of said company so far as they are herein expressed, upon and under each and every terminal bond and upon and under each and every coupon which is secured by this deed of trust, and defines and fixes the rights, duties and liabilities of said trustees, their survivor, successors, successor and as- signs, and of each and all of said bondholders and coupon- holders, both as to said trustees and among themselves, and as to each other, and as to said company, and does hereby agree to the following articles, to wit: ARTICLE FIRST. Said company covenants to pay to the lawful holder the principal of, and interest upon each ter- minal bond issued under this mortgage and upon each cou- pon thereto attached according to the respective tenor there- of, so long as there is not any subsisting default or breach of some stipulation of this indenture, when and as the same shall respectively become due and payable; and further covenants after such default to pay the same to the trustees or trustee for the time being; and further covenants to pay every and all lawful taxes at any time assessed by any law- ful authority upon the mortgaged premises when and as necessary to protect the same against the lien of such tax, and also to pay the same at any time assessed on said bonds and coupons by the United States, whatever the form or style thereof, so that the holder thereof shall receive the full amount of each of his said bonds and coupons without deduction by reason of any federal taxation. ARTICLE SECOND. All the property and estate herein con- veyed, and all moneys received from the sale of the same or any part thereof, shall, after deducting the expenses of this trust, be held and applied, and is hereby pledged to the proportionate payment of said terminal bonds and the cou- pons attached thereto when and as the same shall become severally due and payable according to their tenor and effect, subject ahvays to the priority herein declared in refer- ence to said classes of bonds and to the priority herein declared among the coupons of each class of bonds in the order in which said coupons respectively in each class mature. 10 ARTICLE THIRD. Said company further covenants well and truly to keep and perform all the things specified in this indenture to be by it kept and performed according to its true meaning and \nte\~\\.,provided, always, that nothing herein contained shall deprive or limit the control of said company over the mortgaged property prior to any default, or shall limit its control after waiver or cessation of any such default from time to time according to the provisions of this inden- ture, or shall prevent said company, after consent previously thereto in writing obtained from said trustees, their survivor, successors or successor, from selling, disposing of, or chang- ing any of its real estate, lands, buildings, motive power, rolling stock, equipment, or personal property, whenever said company shall deem it expedient for the good manage- ment of said railroad so to do; and said company, its suc- cessors and assigns, covenants and agrees to waive, and does hereby waive the benefit of every extension, stay, appraise- ment or reduction law which has been hitherto, or may hereafter be enacted in said State of Illinois, and. hereby consents that the trustees or trustee for the time being, may personally or by agent, at all times, have full and free access to said company's books, records, and accounts, with right to take copies therefrom in whole or in part; provided how- ever, and this indenture is executed upon the express con- dition that, upon full payment and satisfaction of said bonds and all of them, and all the interest due thereon, or, in case of the conversion thereof into stock in any new company or corporation hereinafter described and authorized to be formed after any foreclosure or other conclusion of this trust, then upon exhibition to the trustees for the time being, their successors or successor, of all the cancelled bonds and proof of full payment of all charges, expenses and liabilities incurred in the administration of this trust, all the estate, right, title and interest of the trustees for the time being shall cease and determine, and upon written request therefor by said company, its successors or assigns, the trustees for II the time being shall execute and deliver to it or them all proper releases or satisfaction hereof; but otherwise this in- denture shall continue of full force. ARTICLE FOURTH. The trustees for the time being are authorized from time to time to appoint a registrar and em- ploy such clerks and assistants as they may deem necessary from time to time for the administration of their trust; and it is agreed until said trustees shall otherwise order and ap- point, the Fanners' Loan and Trust Company of the City, County and State of New York shall be and is hereby ap- pointed registrar of said trustees, but without prejudice to the right of said trustees to vacate said appointment when- ever and if they think it expedient so to do. ARTICLE FIFTH. Said company shall from time to time, and at all times hereafter, and as often as thereunto requested by the trustees or trustee for the time being, execute, acknowl- edge and deliver to them or him all such further deeds, con- veyances and assurances in the law for the better assuring unto them, their survivor, successors and successor herein, upon the trusts herein expressed, the railroad and property hereinbefore mentioned and all franchises now held by said company, as well as the franchise to be a corporation, when- evfer and so far as shall by the trustees be deemed expedient; and said company shall furnish to said trustees, their succes- sors and successor, from time to time, whenever so requested in writing, a true and full inventory of all the property ap- pertaining to said railroad and the operation thereof and covered by this indenture; but no failure to demand or furnish such inventory shall impair or limit the operation and effect of this indenture upon any and all property herein generally described as covered by this indenture, and no omission of any part of said property from said inventory shall release any such omitted property from the lien of this trust, whenever the same shall properly attach thereto. ARTICLE SIXTH. The trustees, or trustee for the time be- ing acting under this trust, their and his survivor, successors 12 and successor, are authorized in their and his discretion, upon the written request of said company, to consent from time to time to such change or changes in the location of track, roadway, stations, station-grounds, and any and all other real estate of any nature or description covered by this mortgage, as well as to the sale, substitution and ex- change of motive power, rolling stock, machinery and equip- ment, and any and all other personal property covered by this mortgage, as they deem for the interest of their trust; provided however, that all substituted property of any and every description shall be deemed to be and be brought within and covered by this trust as fully as if the same had been expressly described in this indenture; and they are further authorized to execute all releases and other writings which they from time to time deem necessary in order to effectuate said sales, exchanges and substitutions; and it is further covenanted that the releases executed by said trus- tees, their survivor, successors or successor, or by the trustee for the time being acting under this trust, shall be conclusive proof of the release of the property therein described from the lien of this trust and mortgage in favor of the party purchasing the same; and it is further covenanted and agreed that such purchaser shall in no event be obliged to enquire into the authority of the trustee to execute any such release or be held in any way responsible to the application of the purchase money. But it is hereby declared that if the proceeds of any property so sold or released from and out of the trust premises shall not be applied to the acquisi- tion of other additional property to be substituted therefor in the trust premises, then the trustees shall receive the said proceeds and shall apply the same to the purchase, in open market, of such portion of the first mortgage bonded indebt- ness hereby secured as the same will suffice to obtain at market price thereof. ARTICLE SEVENTH. At any sale of the aforesaid railroad, its equipment, appurtenances, real or personal property, or 13 any part thereof, or any portion of the trust premises, when- ever and if such sale shall be in consequence of any default on the part of the party of the first part under this inden- ture, the trustees or trustee for the time being may bid off and purchase, or cause to be bid off and purchased, the property so sold or any part thereof in behalf of all the holders of bonds then in default under this instrument and outstanding in proportion to the respective interests of such bondholders, subject to the priorities herein declared among them, at such price as said trustees shall deem reasonable, "if but a portion of said property be sold; and, if all of it be so sold, then at a price not exceeding in all the whole amount of said outstanding first mortgage terminal bonds and second mortgage terminal bonds added together, in addition to the amount of the interest then accrued thereon; and nothing herein shall be construed to limit the trustees or the trustee for the time being in the exercise of their or his discretion so to make such purchase or purchases, but the same shall be absolutely in their or his discretion as they or he deem the common and equal pro- portionate benefit of all bonds hereunder secured shall re- quire, subject to- the priorities herein declared among said bonds and classes of bonds. ARTICLE EIGHTH. If and whenever from time to time any judicial foreclosure, or other sale or sales of the whole or any part of the premises covered by this indenture shall be made under any decree of any court having jurisdiction thereof, or under provisions of this indenture, or the power of sale herein granted, and the holders of a majority in in- terest of the then outstanding first mortgage terminal bonds shall in writing so request the trustees or trustee for the time being, then said trustees or trustee are authorized to purchase the premises, or so much of them as shall be so sold, and covered by this indenture, and to apply the same for the use and benefit, first, of the then outstanding first mort- gage bonded indebtedness, and second, of the second mort- 4 gage bonded indebtedness hereby secured; and all right and title to said premises shall, after and upon such purchase, vest in said trustees or trustee for the time being; and no bondholders of either class shall have any right to the premises or proceeds thereof, except subject to the prior- ities created and declared in this indenture, to wit: that the said first mortgage bonded indebtedness shall be paid in full, principal and interest, then accrued, before said second mortgage bonded indebtedness shall receive any dividend from the proceeds, but any surplus, remaining after pay- ment in full of said first mortgage bonded indebtedness, shall be applied pro rata upon said second mortgage terminal bonds and their accrued interest, the overdue coupons upon said second mortgage terminal bonds to be paid in full, with interest at five per centum per annum, in the order of and according to the dates of their respective maturing. If such sale be of the whole property, and the same be bid in for the benefit of the first mortgage bonded indebtedness, at a price less than the amount of said first mortgage bonded indebtedness, then each first mortgage terminal bondholder shall receive only his proportionate share of the proceeds of the purchased premises, as represented in a new com- pany or corporation, to be formed for the benefit of the holders of the first mortgage bonded indebtedness hereby secured; and said trustees may take such lawful measures as, in their judgment are for the interest of said first mort- gage terminal bondholders, in organizing a new company or corporation for the benefit of the holders of the first mortgage bonded indebtedness hereby secured. Said new company shall be organized upon such terms, conditions and limitations, and with such allowance to other parties inter- ested in said premises, and in such manner as the holders of a majority of all the outstanding first mortgage bonded in- debtedness shall, in writing, direct; and the trustees shall, thereupon, re-convey the premises so purchased by them, to said new company or corporation so, as aforesaid, organized. If such sale be of the whole property, and the same be bid in for the benefit of the second mortgage bonded indebted- ness, at a price less than its full amount but more than enough to protect the first mortgage bonded indebtedness, then each second mortgage terminal bondholder shall have the like rights and said trustees shall take like action as is above stipulated. ARTICLE NINTH. If default be made in the payment of the interest on any of said terminal bonds according to their tenor and such default shall continue for the period of six (6) months after such interest shall have become due, and after payment shall have been demanded by the trustees and refused by said company, the principal of all said bonds upon which default has so continued, shall at the election of the trustees, or of the trustee for the time being, but not otherwise, be and become immediately due and payable, anything contained in said terminal bonds, or in this inden- ture, to the contrary notwithstanding. ARTICLE TENTH. If default be made in the payment of any interest or principal upon any of the terminal bonds se- cured by this indenture, when and as the same is payable, and such default continue for six (6) months after demand made by the trustees or trustee for the time being, at the principal office of the company, for the payment of the same, the trustees are authorized and empowered in their discretion to enter upon, and sell at public auction in the city of Chicago, after notice in writing to the company and publication of a notice of said proposed sale, at least twice a week for eight (8) weeks in one or more newspapers printed in said city of Chicago, and such other place or places as the trustees think proper, the whole of said com- pany's lands, railroad and other property, or so much there- of as shall be necessary to retire such overdue obligations of said company. The trustees or trustee for the time being may adjourn such sale from time to time in their discretion; and, if so adjourned, make the said sale at the time and i6 place to which the same shall be so adjourned; and may make and deliver to the purchaser or purchasers thereof, good and sufficient deed or deeds of the same in fee simple, and said sale, so made as aforesaid, shall be a perpetual bar both in law and equity against said company and all other persons lawfully claiming or to claim said premises or any part thereof, by, through, from or under said company; and, after deducting from the proceeds of such sale, just allow- ances for all expenses of such sale as well as all attorneys' and counsels' fees as all other expenses, advances and lia- bilities which said trustees may have made or incurred in the premises, and also all payments which may have been made by them for taxes or assessments for charges and liens, prior to the lien of these presents, if any, on the said prem- ises, or any part thereof, as well as reasonable compensation for their own services, said trustees shall apply the net pro- ceeds to the payment, first, of the principal and accrued in- terest of such of the aforesaid first mortgage terminal bonds as are at that time unpaid, whether or not said bonds shall have previously become due by the terms thereof; and, second, to the payment of the interest which shall have at that time accrued and be unpaid, subject to the respective priorities herein declared, upon said first mortgage coupons; and, third, if, after satisfaction of said first mortgage termi- nal bonds and coupons, and the interest thereon, any surplus shall remain, said trustees shall apply the same to the pay- ment of the second mortgage terminal bonds and the over- due interest thereon, pro rata, subject to the respective prior- ities herein declared among said second mortgage terminal bonds; and, fourth, if any surplus shall then remain after both the first mortgage and second mortgage bonded indebt- edness, and all costs and expenses are paid in full, said trus- tees shall pay the net residue over to said company, or to such other parties as shall be entitled lawfully to receive the same. If such sale be of only part of the mortgaged prem- ises this power of sale may be executed whenever and as often as such defaults may happen, and the trustees, or trus- tee for the time being deem it expedient to exercise said power. ARTICLE ELEVENTH. If default be made at any time in pay- ment of any interest or principal secured by this indenture according to its tenor and effect, or in any requirement to be taken or kept by said company, and such default con- tinues for six (6) months after demand by the trustees for such payment, or after notice of such requirement made or given by them in writing to said company, then the trustees or trustee for the time being, may, in their discretion, person- ally, or by their attorneys or agents, enter into and upon all and singular the premises hereby conveyed or intended so to be, and each and ever)' part thereof, and may thenceforth have, hold, use and operate the same by themselves, their superintendents, managers, receivers, servants, attorneys, or agents, and conduct the business thereof, and make from time to time all repairs, replacements, alterations, additions, spurs, branches, extensions and improvements thereupon, and purchase such real estate and erect such buildings, and generally take such action as they or he deem necessary or expedient for the proper accommodation or increase of the business of said railroad; and may collect and receive all tolls, freight, incomes, rents, issues and profits of the same, and every-part thereof; and, after deducting all expenses of operating said railroad and conducting its business, and of making all said repairs, replacements, alterations, additions, spurs, branches, extensions, improvements, and payment of all demands for taxes, assessments, charges or liens prior to the lien of these presents upon the premises or any part thereof, and reserving reasonable compensation for all their own services, and the services of their attorneys and of all other persons by them employed, said trustees shall apply the moneys arising as aforesaid, so far as the same are ap- plicable, under the provisions of this indenture, as if no such default had occurred, to the payment of interest upon the :8 terminal bonds intended to be secured by this mortgage, in the order in which said interest is payable, according to the priorities herein among said classes, and in each class of said terminal bonds; and after all interest which shall have be- come due, is paid, and regular future payment of said interest, as it matures, appears in the judgment of said trustees to be probable, the trustees shall restore the premises aforesaid to the possession of said company, subject, however, to the covenants and conditions of this indenture in the same man- ner and to the same extent as if no such entry had ever been made. This power of entry may be exercised as often as occasion therefor shall arise in the judgment of the trustees pending this trust; and said trustees may continue to exercise the power herein granted for such period or periods as they deem expedient, unless and until a majority in interest of the holders of the bonded indebtedness shall otherwise in writing request. ARTICLE TWELFTH. The trustees or trustee for the time being are authorized in their discretion to enforce the rights of both classes and each class of bondholders under these presents in cases of default as shall be most expedient, in their discretion, for the common and equal benefit, first, of all the first mortgage bonded indebtedness, and, second, of all the second mortgage bonded indebtedness secured by this indenture, subject to the priorities herein created and according to the tenor and effect of this indenture, siibjcct however to the following restrictions and limitations: I. If such default be in any other thing than in payment of the interest upon, or the principal of said first mort- gage terminal bonds, the trustees or trustee for the time be- ing are authorized, at their or his discretion, and without appeal or control by said bondholders or any of them, to waive or enforce the rights arising by reason of such default under this indenture in such manner and to such extent as they or he deem for the interest of this trust. II. If such default be in the payment of any interest upon, or the principal of, either class of said terminal mortgage bonds, then upon written requisition, served upon the trus- tees or trustee for the time being, and signed by the holders of not less than twenty-five (25) per centum of the aggregate amount of all that class of terminal mort- gage bonds then outstanding in default, together with in- demnification by the persons making such requisition to the trustees, or trustee for the time being, against all costs and expenses by said trustees or trustee to be incurred, to enforce the rights of the holders of such terminal mortgage bonds as are then in default, by entry, sale, or legal proceed- jngs in such manner, and only so far as shall be expedient for the common and equal proportionate benefit of all such terminal mortgage bonds as are in default, subject to the priorities herein declared. Hut upon such written requisition, signed by the holders of a majority of either class of said terminal mortgage bonds then outstanding under this indenture, and accompanied, if said trustees or trustee so elect, with the deposit in the hands of said trustees or trustee, of the major part of all that class of said outstanding terminal bonds in indemnifi- cation and support of said trustees' or trustee's action, then it shall be the duty of the trustees, or trustee for the time being, to enforce the rights of that class of such terminal mortgage bondholders in the manner and to the extent prescribed in such requisition and not otherwise, unless such prescribed action shall be modified, recalled or changed by any subsequent similar requisition or requisi- tions from time to time made, provided however, that said prescribed action must always conform to the provisions of this indenture, and must not impair any rights vested, under this indenture, in the holders of said first mortgage ter- minal bonds, or of the minor part of that class of said terminal mortgage bonds not joining in signing such requi- sition or requisitions, and must not impair any rights which may be vested under this indenture in said second mortgage 2O terminal bonds, against said first mortgage terminal bonds, it being the intent of this provision to secure to the holders of the majority in interest of all outstanding terminal mort- gage bonds of each class secured under and by this in- denture the same control in prescribing the action of the trustees as to their class and among themselves, in such event, as the holders of a majority of said company's stock possessed in the management of said company before such default. III. No provisions of this indenture shall be construed to impair or limit the power of the trustees, or trustee for the time being, to act of their own motion, whenever, and if, and as they deem it expedient for the benefit of their trust and their ccstuis que trust; and any action of either trustees or bondholders in waiving any default, shall never be taken to affect any subsequent default, or to impair, at an)' time or in any manner, any of the rights thereupon arising on the first default, or any subsequent default. ARTICLE THIRTEENTH. The second mortgage terminal bonds issued under this indenture are entitled to be paid, principal and interest, when and as the same are by their tenor made payable; and all the powers conferred upon said trustees for the benefit of the first mortgage terminal bonds, are also conferred upon the trustees, or the trustee for the time being, acting under this indenture for the benefit of the second mortgage terminal bo.nds, provided however, that said second mortgage bonded indebtedness is at all times subsequent and inferior to the first mortgage bonded in- debtedness; and provided further, that said powers shall never be exercised for the benefit of said second mortgage bonded indebtedness, against, or to the prejudice or impair- ment of the rights of the first mortgage bonded indebted- ness to prior, full satisfaction and payment. Said second mortgage terminal bonds are payable, principal and interest, out of the income of said company's railroad and property, unless and until default is made upon the first mortgage 21 bonded indebtedness under the terms of this indenture; but, in case of such default on such first mortgage bonded in- debtedness under the -terms of this indenture, and of sale to satisfy said first mortgage bonded indebtedness, said second mortgage terminal bonds are payable only out of such sur- plus proceeds as shall remain after the first mortgage bonded indebtedness, principal and interest, shall have been paid in full. The interest on all said terminal bonds is pay- able when and as the same matures, to its full amount, to- gether with interest at the rate of five (5) per centum per annum on any and all deferred coupons; and any and all overdue and deferred coupons must be paid, with interest at the same rate, before any dividend shall be made upon any stock of said railroad company; but, so long as the in- terest on all said terminal bonds shall be regularly and fully paid, the surplus income of said company shall be at the disposal of said company. ARTICLE FOURTEENTH. The word, trustees, whenever used herein, shall be construed to include the trustees herein above named, and the survivor of them, and their and his successors and successor, survivors and survivor, acting for the time being, at any time, in the capacity of trustees or trustee under this indenture. The trustees, and each of them, may, at his and their discretion, employ or advise 'with counsel learned in the law; and all expenses thereof, and all the personal expenses of the trustees in discharge of their trust, and all other reasonable and proper charges and expenses of the trustees, together with compensation for all the services by them or either of them rendered in their trust, shall be paid by said company as they are incurred; and otherwise, out of the trust estate herein created; and whenever said trustees act under this trust, they are hereby invested with full power to submit, from time to time, any and all questions of law or fact, arising in the execution hereof, to arbitration; and also to com- promise and settle, in their discretion, any and all such ques- 22 tions; and said company hereby consents that, upon applica- tion of the trustees to any court of equity having jurisdiction hereof, specific performance of any and all agreements and covenants herein contained or implied, shall be decreed to be performed by said company, its successors and assigns. ARTICLE FIFTEENTH. Whenever said trustees shall be at any time reduced to one in number from any cause, the trustee surviving or continuing shall thereupon be and become vested with every power conferred under this indenture upon the trustees named herein, without any fur- ther assurance or conveyance; and said surviving or contin- uing trustee, may, with the consent of the holders for the time being of a majority of all the first mortgage terminal bonds then outstanding under, and secured by, this indent- ure of trust, appoint a new co-trustee, by instrument in writ- ing under his hand and seal, and cause the same to be recorded in the office of the Secretary of State for the State of Illinois; and thereupon all the estate of the outgoing trustee shall be vested in such new trustee, as fully as if he had been originally named in this indenture. If, for any cause, such vacancy shall remain unfilled for six (6) months, any judge of the Circuit Court of the United States in the Northern District of Illinois, upon application of the surviv- ing or continuing trustee; or of the holder or holders of bonds to the amount of one-tenth (1-10) of the entire issue thereof, then outstanding under this indenture, or failing such application, then, upon petition of said company, may fill the vacancy, by appointment of any suitable person, who shall thereupon be and become such trustee, with the same powers as if he had been originally named herein. If, from any cause, there be total vacancy of the office of the trus- tees hereunder, the vacancy may be immediately filled by such judge upon application made as aforesaid, after ten (10) days' notice to said company. ARTICLE SIXTEENTH. It is hereby stipulated and agreed by 23 and between the parties hereto, as a condition precedent to their acceptance of said trust by said trustees, that they shall not, in any manner, be responsible for any act, default or misconduct of each other; nor for any act, default or misconduct of any agent by them employed; nor shall either of them be answerable except for his own wilful de- fault or misconduct. Either and each trustee may resign and discharge himself of the trust created by this indenture, by notice in writing to said company, its successors or as- signs, and to his co-trustee, if any, not less than three (3) months before such resignation shall take effect, unless some shorter time shall be mutually agreed upon to be adequate notice; and thereafter upon execution and delivery by him of a proper deed of release to his associate in said trust, he shall be thenceforth discharged. ARTICLE SEVENTEENTH. Whenever, and if, and as often as there is any failure on the part of said company to pay the interest on its second mortgage terminal bonds according to their tenor, although the interest on all its first mortgage bonded indebtedness may be punctually and regularly paid, then the trustees, and trustee for the time being, may in their discretion exercise for the benefit of said second mortgage terminal bonds, each and every the powers herein- before conferred upon them, relative to the first mortgage terminal bonds; and may, from time to time, take such action generally as they deem expedient, subject always to the first mortgage bonded indebtedness, to . protect said second mortgage terminal bonds, and procure or enforce payment of the interest thereon when and as it matures upon them. IN WITNESS WHEREOF, the CHICAGO AND GREAT WESTERN RAILROAD COMPANY has caused these presents to be signed by CHARLES L. COLBY, \\s> President, and HOWARD MORRIS, its Assistant Secretary, thereunto lawfully authorized by votes of the stockholders of said company, and its corporate seal 2 4 to be hereto affixed, and said JOHN A. STEWART and EDWIN H. ABBOT have hereunto set their hands and seals, in token of their acceptance of the trusts herein created thisjirst (1) day of May, one thousand, ciglit hundred and eighty-six (1886). CHICAGO AND GREAT WESTERN RAILROAD COMPANY, by Chicago and Great Western Railroad Company. Corporate Seal. CHAS. L. COLBY, President. Attest: HOWARD MORRIS, Assistant Secretary. JOHN A. STEWART. [SEAL.] EDWIN H. ABBOT. [SEAL.] STATE OF NEW YORK, t \ CITY AND COUNTY OF NEW YORK. | Be it remembered that on this third day of May A. D. 1886, personally came before me, a notary public in and for the county and state of New York, aforesaid, Charles L. Colby, who being first by me duly sworn, upon oath did de- pose and say, that he signed and executed the foregoing indenture of trust and mortgage, pursuant of express vote of the Chicago and Great Western Railroad Company, thereunto authorizing him; and that the seal attached thereto is the common and corporate seal of said company, and was thereunto affixed by its authority; and said Charles L. Colby did then and there acknowledge the foregoing instrument to be the free act and deed of said company and of himself individually, for the uses and purposes therein set forth. Witness my hand and notarial seal this third day of May A. D. 1886. WILLIAM E. RUDISCHHAUSER, Notary Public, (40) William E. Rudischhauser, Notary Public, City and County of New York. N. Y. Co. 25 STATE OF WISCONSIN, \ COUNTY OF MILWAUKEE. j Be it remembered that on this first day of May A. D. 1886, personally came before me, a notary public in and for the county of Milwaukee and state of Wisconsin, Howard Morris, who being first by me duly sworn and interrogated, upon oath did depose and say, that he attested and sub- scribed the foregoing indenture of trust and mortgage, as Assistant Secretary of the Chicago and Great Western Rail- road Company, pursuant of express vote of said company thereunto authorizing him; and that the seal appearing attached thereto is the common and corporate seal of said company, and was thereunto affixed by authority of said corporation; and said Morris did then and there acknowl- edge the foregoing instrument to be the free act and deed of said company and of himself individually, for the uses and purposes therein set forth. WILLIAM SHIMWELL, Notary Public, Wm. Shimwell, Notary Public, Milwaukee County, Wis. Milwaukee County, Wisconsin. STATE OF NEW YORK, CITY AND COUNTY OF NEW YORK. On this third day of May A. D. 1886, before me person- ally appeared John A. Stewart, to me personally known to be one of the persons described in and who executed the foregoing indenture of trust and mortgage, and acknowl- edged that he executed the same freely and voluntarily for the purposes therein set forth. Witness my hand and notarial seal, this third day of May A. D. 1886. WILLIAM E. RUDISCHHAUSER, Notary Public, (40) William E. Rudischhauser, Notary Public, City and County of New York. N. Y. Co. 26 STATE OF WISCONSIN, | COUNTY OF MILWAUKEE, j ' ' On this sixth day of May A. D. 1886, before me person- ally appeared Edivin H. Abbot, to me personally known to be one of the persons described in and who executed the foregoing indenture of trust and mortgage, and acknowl- edged that he executed the same freely and voluntarily for the purposes therein set forth. Witness my hand and notarial seal, this sixth day of May A. D. 1886. ' WILLIAM SHIMWELL, Notary Public, Milwaukee County, Wisconsin. Wm. Shimwell, Notary Public, Milwaukee County, Wis. STATE OF ILLINOIS No. No. $1,000 $1,000 CHICAGO AND GREAT WESTERN RAILROAD COMPANY FIRST MORTGAGE FIVE PER CENT FIFTY YEAR GOLD TERMINAL BOND The Chicago and Great Western Railroad Company, a corporation duly existing under the laws of the State of Illinois, hereby acknowledges itself to be indebted to John A. Stewart and Edwin H. Abbot, Trustees, in the sum of One Thousand Dollars in the Gold Coined money of the United States, which sum said railroad company promises to pay to said Trustees, their survivor, and successors, or to the registered holder hereof, or, if this bond be un- registered, to the bearer hereof on the first day of June A. D. 1936, at its office in the city of New York. This Bond draws interest from the first day of June A. D. 1886 until the same is paid, at the rate of five per centum per annum payable at the office of the Company in the City, County and State of New York on presentation and surrender of the annexed coupons as they severally become due according to their tenor, upon the first days of December and June in each of said fifty years. It shall, unless this bond is registered, pass by delivery; but, if registered, then by transfer recorded in the books of said Company by the registered holder. After registration of ownership is certified on this bond, no trans- fer, except and until recorded in its books shall be valid unless the last pre- 27 vious transfer shall have been to bearer. This bond is subject to successive registrations and transfers to bearer at the option of its lawful owner. This bond is one of Four thousand of the First Mortgage Bonds of The Chicago and Great Western Railroad Company and covers all its lands ac- quired and to be acquired, and all its buildings, railroad, bridges, and other structures built and to be built, and all its terminal facilities, yards, shops, rolling stock and motive power and all its other real and personal property of every description within the County of Cook, in said State of Illinois and all its income, tolls and franchises as provided in its mortgage. Said bonds are each for one thousand dollars and are numbered respectively from one to four thousand inclusive, and bear even date here- with and are issued under and secured by an indenture of Trust and Mort- gage dated May ist, A. D. 1886 executed between said Company and said Trustees and recorded according to the laws of Illinois prior to the certifica- tion of this bond. All the provisions of said trust deed are expressly made by said indenture and are hereby declared to be part of this bond and of every coupon hereto attached. Recourse shall never be had for payment of this bond or any of its coupons to any individual liability of any stockholder in said Company. This bond is not to be valid unless and until certified by the signatures of both the Trustees above named and Countersigned by The Farmers' Loan and Trust Company its registrar. The Wisconsin Central associated lines, com- prising following corporations viz: the Chicago, Wisconsin and Min- nesota, the Milwaukee and Lake Winnebago, the Wisconsin Central, the Wisconsin and Minnesota, and the Minnesota, Saint Croix and Wisconsin Railroad Companies, have by agreement of even date herewith jointly guar- anteed the payment of the interest upon this bond when and as said interest becomes due. IN WITNESS WHEREOF, the Chicago and Great Western Railroad Com- pany has caused its Common Seal to be hereto affixed and this bond to be signed by its President and Assistant Secretary and countersigned by The Farmers Loan and Trust Company, its registrar, this first day of June A. D. 1886. Countersigned by THE FARMERS' LOAN AND TRUST COMPANY, Registrar. By Vice-President. President. Asst. Secretary. 28 $25. THE CHICAGO & GREAT-WESTERN RAILROAD COMPANY will pay at its office in the City of New York, N. Y. on the first day of June 1936 on surrender of this coupon in gold coined money of the United States, the sum of twenty-five dollars being six months interest due that day on its First Mortgage Bond No ...... Coupon No. 100. CHAS. L. COLBY, Treasurer. THE CHICAGO & GREAT-WESTERN RAILROAD COMPANY will pay at its office in the City of New York, N. Y. on the first day of Dec. 1935 on surrender of this coupon in gold coined money of the United States, the sum of twenty-five dollars being six months interest due that day on its First Mortgage Bond No ...... Coupon No. 99. CHAS. L. COLBY, Treasurer. (Endorsed.) TRUSTEES CERTIFICATE. We certify that this Bond is one of the First Mortgage Bonds of the Chi- cago and Great Western Railroad Company and is entitled to the benefits of the Trust deed to us, Dated May first A. D. 1886 as therein declared and that said Trust deed is duly recorded according to law in the State of Illi- nois. Trustees. This bond is registered on the books of the Company in New York, N. Y. in the name of. of this day A. D. 18 THE FARMERS LOAN AND TRUST COMPANY, Registrar. President. NOTICE! Nothing can be written on this Bond except by one of the Trus- tees or their Register without impairing its negotiability. DATE OF REGISTRY. | IN WHOSE NAME REGISTERED. | TRANSFER AGENT. 2 9 $1,000. UNITED STATES OF AMERICA. STATE OF ILLINOIS. No No CHICAGO AND GREAT WESTERN RAILROAD COMPANY. 1,000. $1,000. SECOND MORTGAGE. FIVE PER CENT FIFTY YEAR GOLD TERMINAL BOND. The Chicago and Great Western Railroad Company, a corporation duly existing uuder the laws of the State of Illinois, hereby acknowledges itself to be indebted to John A. Stewart and Edwin H. Abbot, Trustees, in the sum of One Thousand Dollars in the Gold Coined money of the United States which sum said Railroad Company promises to pay to said Trustees, their survivor, and successors, or to the registered holder hereof, or, if this bond be unregistered, to the bearer hereof on the first day of June A. D. 1936. This Bond draws interest from the first day of June A. D. 1886 until the same is paid, at the rate of five per centum per annum payable at the office of the Company in the City, County and State of New York on pre- sentation and surrender of the annexed coupons as they severally become due according to their tenor. It shall, unless this bond is registered, pass by delivery; but, if registered, then by transfer recorded in the books of said Company by the registered holder. After registration of ownership is certified on this bond, no trans- fer, except and until recorded in its books, shall be valid unless the last pre- vious transfer shall have been made to bearer. This bond is subject to successive registrations and transfers to bearer at the option of its lawful owner. This bond is one of Four Thousand of the Second Mortgage Bonds of The Chicago and Great Western Railroad Company and covers all its lands acquired and to be acquired, and all its railroad, bridges and other structures built and to be built and all its terminal facilities, yards, shops, rolling stock and motive power, and all its other real and personal property of every description within the County of Cook in said State of Illinois and all its income, tolls and franchises as provided in its mortgage, subject how- ever to the prior lien of four million dollars first mortgage bonds of even date herewith, and interest, costs and expenses, if any, thereon accruing until fully paid. Said bonds are each for one thousand dollars and are numbered respect- ively from one to four thousand inclusive and bear even date herewith and 30 are issued under and secured by an indenture of Trust and Mortgage, dated May ist. A. D. 1886, executed between said Company and said Trustees and recorded according to the laws of Illinois prior to the certification of this bond. All the provisions of said Trust Deed are expressly made by said indent- ure and are hereby declared to be part of this bond and of every coupon hereto attached. Recourse shall not be had for payment of this bond or any of its coupons to any individual liability of any stockholder in said Company. This bond is not to be valid unless and until certified by the signatures of both the Trustees above named and Countersigned by The Farmers' Loan and Trust Company its registrar. IN WITNESS WHEREOF, the Chicago and Great Western Railroad Com- pany has caused its Common Seal to be hereto affixed and this bond to be signed by its President and Assistant Secretary and Countersigned by The Farmers' Loan and Trust Company its Registrar this first day of June A. D. 1886. 'President. Assistant Secretary. Countersigned by THE FARMERS' LOAN AND TRUST COMPANY, By Vice President. #25- THE CHICAGO & GREAT WESTERN RAILROAD COMPANY will pay at its office in the City of New York, N. Y. on the first day of June 1936, on surrender of this coupon in gold coined money of the United States the sum of Twenty-five Dollars, being six months interest due that day on its second mortgage bond No Coupon No. 100. CHAS. L. COLBY, Treasurer. $25- THE CHICAGO & GREAT WESTERN RAILROAD COMPANY will pay at its office in the City of New York, N. Y. on the first day of Dec. 1935 on surrender of this coupon in gold coined money of the United States the sum of Twenty-five Dollars, being six months interest due that day on its second mortgage bond No Coupon No. 99. CHAS. L. COLBY, Treasurer. (Endorsed.) TRUSTEES CERTIFICATE. We certify that this bond is one of the second mortgage bonds of the Chicago and Great Western Railroad Company and is entitled to the bene- fits of the Trust Deed to us dated May first A. D. 1886 as therein declared and that said Trust Deed is duly recorded according to law in the State of Illinois. | Trustees. This bond is registered on the books of the company in New York, N. Y. in the name of this day A. D. 18 THE FARMERS' LOAN AND TRUST COMPANY, Registrar. President. NOTICE. Nothing can be written on this bond except by one of the trustees or their register without impairing its negotiability. DATE OF REGISTRY. | IN WHOSE NAME REGISTERED. | TRANSFER AGENT. 32 At a special meeting of the stockholders of the Chicago and Great Western Railroad Company called by the direct- ors thereof, for the purpose of acting upon the matters cov- ered by the orders and resolutions hereinafter set forth, and for the purpose of enabling this corporation to borrow such sums of money as may be necessary for completing, furnishing, improving and operating its railroad, and of securing the payments of debts contracted by said corpora- tion for the purposes aforesaid, and held by and after notice duly given to and served upon and published, according to the laws of Illinois and the by-laws of said corporation, all the stockholders of the Chicago and Great Western Rail- road Company, to wit, the holders of eighty thousand (80,000) shares thereof, met at the office of said company in Room 415, No. 164 Dearborn street, in the First National Bank Building, so-called, situate on the corner of Monroe street and Dearborn street in the City of Chicago and County of Cook and State of Illinois, at ten o'clock A. M. of Saturday, the first (1st) day of May, A. D. eighteen hun- dred and eighty-six (1886). The holders of all the shares of the entire capital stock, to wit, eight millions of dollars ($8,000,000) at its face value, of the Chicago and Great Western Railroad Company were present in person or rep- resented by proxy duly furnished to the secretary of said meeting; and thereupon said stockholders declared that they accepted and acknowledged full, due and lawful notice of said meeting and of the purposes for which the same was convened. Thereupon the following resolutions were unanimously adopted, the holders of more than two-thirds (f) in amount of the stock of such corporation concurring therein and voting for the passage of the following orders and resolutions: Voted. That the directors of this corporation be and they hereby are, authorized, and that the president and secretary of said corporation be, and they hereby are, authorized to sign, seal, execute and deliver, under the seal of and in be- 33 half of this corporation, to John A. Stewart of the City, County and State of New York and Edwin H. Abbot of the City and County of Milwaukee and State of Wisconsin, as Trustees, the indenture of trust and mortgage herewith submitted to this meeting, dated this first (1st) day of May, A. I"), eighteen hundred and eighty-six (1886), and securing the issue of eight thousand (8,000) bonds, each for the sum of one thousand dollars ($1,000) face value, being an amount of bonds not exceeding the amount of the capital stock of this company, by which indenture this corporation conveys all its Cook County terminals, yard and other property therein described, within the County of Cook and State of Illinois, built and to be built, acquired and to be acquired, for its railroad purposes and terminal accommodation therein, together with all its revenues, real and personal property, rights, privileges and franchise whatsoever, income, choses in action, as well as choses in possession, to said John A. Stewart and Edwin H. Abbot aforesaid, as trustees, to secure the punctual payment, both principal and interest, of and upon four thousand (4,000) first mortgage terminal bonds, each for the sum of one thousand dollars ($1,000) and amounting in all to four millions of dollars ($4,000,000) face value, and upon four thousand (4,000) sec- ond mortgage terminal bonds, each for the sum of one thousand dollars ($1,000) and amounting in all to four mil- lions of dollars ($4,000,000) face value; each of said eight thousand (8,000) bonds being payable in fifty (50) years from and after the first (1st) day of June, A. D. eighteen hundred and eighty-six (1886), and drawing interest at the rate of five (5) per centum per annum, payable semi-annually on the first (1st) days of December and June in each year, from and after the first (1st) day of June, A. D. eighteen hundred and eighty-six (1886), in gold coined money of the United States of America of present standard gauge and purity. Said four thousand (4,000) first mortgage terminal bonds, both principal and interest, having a prior lien to and over 34 said four thousand second mortgage terminal bonds, but otherwise being substantially of like form and terms, ex- cepting that the payment, when and as the interest coupons on said four thousand (4,000) first mortgage terminal bonds become due, is guaranteed jointly by the Wisconsin Central Associated lines, so called. Voted. That said John A. Stewart and Edwin H. Abbot be, and they hereby are, requested to act as trustees in and under the said indenture of trust and mortgage, dated May first (1st), A. D. eighteen hundred and eighty-six (1886), and in the eight thousand (8,000) bonds of this company secured thereunder and dated June first (1st), A. D. eighteen hun- dred and eighty-six (1886); and that said Stewart and Ab- bot be, and they hereby are, requested to accept delivery of said indenture of trust and mortgage of this company, so as aforesaid authorized to be executed to them. Voted. That the form of indenture of trust and mortgage dated the first (1st) day of May, A. D. eighteen hundred and eighty-six (1886), and the form of first mortgage terminal bonds and the form of second mortgage terminal bonds, both secured under said indenture, and both dated June first (1st), A. D. eighteen hundred and eighty-six (1886), and herewith submitted, and hereinafter to be recorded in the records of this company, are hereby approved and adopted. Thereupon the result of the vote thereon having been declared, and the same having been accepted and ratified by unanimous vote of the stockholders of this company, the di- rectors of said company were convened, and a quorum for the transaction of business being present, the board adopted, ratified and confirmed, as the action of the board of direc- tors, the votes of the stockholders hereinbefore set forth, and directed the secretary to cause said indenture of trust and mortgage, after the same shall have been duly executed by the president and secretary under the seal of this cor- poration, and accepted by said trustees, and properly acknowledged, to be recorded in the office of the recorder 35 of deeds of Cook County, wherein all the property covered by said indenture of trust and mortgage is situate, and also to be recorded in the office of the Secretary of State of the State of Illinois. A true record, Attest. HOWARD MORRIS, Assistant Secretary of the Chicago ana" Great Western Railroad Company. STATE OF ILLINOIS, ) COCNTY OF COOK. ) ' I, HOWARD MORRIS, Assistant Secretary of the Chicago and Great Western Railroad Company, do hereby certify that the above and foregoing is a true and correct transcript and copy of and from the records of the Chicago and Great Western Railroad Company, which are now in my posses- sion and under my control as such officer of such corpora- tion. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said company this twenty-eighth (28th) day of May, A. D. eighteen hundred and eighty-six (1886.) HOWARD MORRIS, Assistant Secretary of the Chicago ana" Great Western Railroad Company. Chicago and Great Western Corporate Seal Railroad Company. Terminal mortgage, recorded in the office of the Secretary of State of the State of Illinois, on May twenty-ninth (29th), A. D. 1886, at 4.30 p. M., in Book number 7 of Railroad Records, page 36. Resolutions recorded same day, time and place, in Book number 10 of Railroad Records, page 37. Terminal mortgage and resolutions recorded in the office of the Recorder of Deeds, in Cook County, and State of Illinois, on May twenty-ninth (29th), A. D. 1886, at 11 o'clock, A. M., in Book 1907, page 426.