Univ.ef jH. Library 
 51 
 
 
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 CENTRAL OF GEORGIA RAILWAY COMPANY, 
 
 TO 
 
 GUARANTY TRUST COMPANY OF 
 NEW YORK, 
 
 TRUSTEE. 
 
 Ulntat Unbtntnw. 
 
 DATED JUNE 1, 1919. 
 

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A Trust Indenture dated the first day of June, one 
 thousand nine hundred and nineteen, by and between 
 Central of Georgia Railway Company, a corporation 
 duly created and existing under the laws of the State of 
 Georgia (hereinafter called the Railway Company), party 
 of the first part, and Guaranty Trust Company of New 
 York, a corporation duly created and existing under the 
 laws of the State of New York (hereinafter called the 
 Trustee), party of the second part, witnesseth: 
 
 Whereas, for the purpose of borrowing money for 
 its lawful corporate purposes, the Railway Company, by 
 resolutions duly adopted by its board of directors, has 
 resolved to create an issue of bonds (coupon and regis- 
 tered) for an aggregate principal sum not exceeding 
 Eight Million Dollars ($8,000,000) at any one time out- 
 standing, to be designated as Ten Year Six Per Cent. 
 Secured Gold Bonds of the Railway Company, to be 
 payable on the first day of June, 1929, in gold coin of 
 the United States of America of or equal to the stand- 
 ard of weight and fineness existing June 1, 1919, at the 
 office or agency of the Railway Company, in the Borough 
 of Manhattan in the City and State of New York, and to 
 bear interest from June 1, 1919, at the rate of six per 
 cent, per annum, payable semi-annually at said office or 
 agency in like gold coin on June 1 and December 1 in each 
 year; and 
 
 c 
 
 Whereas, by resolutions duly adopted by its board of 
 ^directors, the Railway Company has ordered and di- 
 rected that the coupon bonds and the coupons to be there- 
 
2 
 
 to attached and the registered bonds without coupons and 
 the certificate of authentication of the Trustee to be en- 
 dorsed upon all bonds be respectively in substantially 
 the forms following, viz. : 
 
 [FORM OF COUPON BONO.] 
 
 No. $1,000 
 
 UNITED STATES OF AMERICA. 
 
 State, of Georgia. 
 
 CENTRAL OF GEORGIA RAILWAY COMPANY. 
 
 Ten Year Six Per Cent. Secured Gold Bond. 
 
 Central of Georgia Railway Company (hereinafter 
 called the Railway Company), a corporation of the State 
 of Georgia, for value received, hereby promises to pay to 
 the bearer, dr, if this bond be registered, then to the reg- 
 istered holder hereof, on June 1, 1929, at the office or 
 agency of the Railway Company in the Borough of 
 Manhattan in the City and State of New York, the sum 
 of One Thousand Dollars, in gold coin of the United 
 States of America of or equal to the standard of weight 
 and fineness as it existed on June 1, 1919, and to pay 
 interest thereon from June 1, 1919, at the rate of six 
 per cent, per annum, payable semi-annually at said office 
 or agency in like gold coin on December 1 and June 1 in 
 each year, on presentation and surrender, as they shall 
 severally mature, of the coupons hereto annexed. 
 
 Both principal and interest of this bond are payable 
 without deduction for any tax, assessment or govern- 
 mental charge (other than income taxes exceeding in the 
 aggregate two per centum per annum) which the Railway 
 Company or the Trustee under the Trust Indenture here- 
 inafter mentioned may be required to pay, or to retain 
 
3 
 
 therefrom, under any present or future law of the 
 United States of America, or of any State, county, 
 municipality or other taxing authority therein. 
 
 This bond is one of a series of bonds (coupon and 
 registered), limited to the aggregate principal amount 
 of Bight Million Dollars ($8,000,000) at any one time 
 outstanding, known as the Ten Year Six Per Cent. Se- 
 cured Gold Bonds of the Railway Company, all issued 
 and to be issued under and equally secured by a Trust 
 Indenture dated June 1, 1919, between the Railway Com- 
 pany and Guaranty Trust Company of New York, as 
 Trustee (herein termed the Trust Indenture). For a 
 description of the nature and extent of the security and 
 the terms and conditions upon which the bonds are se- 
 cured, reference is made to the Trust Indenture. 
 
 This bond shall pass by delivery unless it shall be 
 registered as to principal in the name of the owner 
 at said office or agency of the Railway Company, such 
 registration being noted on the bond by or on behalf 
 of the Railway Company. After such registration no 
 transfer shall be valid unless made at said office or agency 
 by the registered owner hereof in person, or by his duly 
 authorized attorney, and similarly noted on the bond; 
 but the same may be discharged from registration by 
 being in like manner transferred to hearer, and there- 
 upon transferability by delivery shall be restored; hut 
 this bond may again, from time to time, be registered 
 or transferred to bearer as before. Such registration, 
 however, shall not affect the negotiability of the coupons, 
 which shall continue to be transferable by delivery 
 merely. 
 
 The holder of this bond, at his option, may surrender 
 the same for cancellation, with all unmatured coupons 
 hereto appertaining, in exchange for a registered bond 
 without coupons, as provided in the Trust Indenture, 
 and on payment, if the Railway Company shall require it, 
 of the charges therein provided for; and such registered 
 bond may in turn be re-exchanged for a coupon bond. 
 
4 
 
 In case an event of default, as defined in the Trust 
 Indenture, shall happen, the principal of the bonds may 
 become or be declared due and payable in the manner 
 and with the effect provided in the Trust Indenture. 
 
 This bond is subject to redemption at the election of 
 the Railway Company on June 1, 1924, and thereafter 
 on December 1 or June 1 in any year, at the principal 
 amount thereof and accrued interest, plus a premium 
 equal to one-half of one per cent of the principal amount 
 thereof for each six months between the redemption date 
 and the date of maturity, upon sixty days’ prior notice 
 by publication, as provided in the Trust Indenture. 
 
 No recourse shall be had for the payment of the prin- 
 cipal of or the interest upon this bond, or for any claim 
 based hereon or otherwise in respect hereof or of the 
 Trust Indenture, against any incorporator, stockholder, 
 officer or director, past, present or future, of the Railway 
 Company, whether by virtue of any constitution, statute 
 or rule of law, or by the enforcement of any assessment 
 or penalty or otherwise, all such liability being by the 
 acceptance hereof and as part of the consideration for 
 the issue hereof expressly waived, as provided in the 
 Trust Indenture. 
 
 This bond shall not be valid or become obligatory for 
 any purpose until it shall have been authenticated by the 
 certificate, hereon endorsed, of the Trustee under the 
 Trust Indenture. 
 
 In Witness Whereof Central of Georgia Railway Com- 
 pany has caused this bond to be signed by its President 
 or one of its Vice-Presidents, and its corporate seal to 
 be hereunto affixed, and to be attested by its Secretary or 
 an Assistant Secretary, and coupons for said interest, 
 bearing the fac-simile signature of its Treasurer, to be 
 attached hereto, the first day of June, 1919. 
 
 Central of Georgia Railway Company, 
 by 
 
 President. 
 
 Attest: 
 
 Secretary. 
 
5 
 
 [form of interest coupon.] 
 
 From which shall be omitted in the case of coupons 
 maturing on and prior to June 1, 1924, the words 
 “unless the bond hereinafter mentioned shall have 
 been called for previous redemption.” 
 
 No. $30 
 
 On the first day of 19 , unless the 
 
 bond hereinafter mentioned shall have been called for 
 previous redemption, Central of Georgia Railway Com- 
 pany will pay to bearer, at its office or agency in the Bor- 
 ough of Manhattan, in the City and State of New York, 
 Thirty Dollars in United States Gold Coin, being six 
 months’ interest then due on its Ten Year Six Per Cent. 
 Secured Gold Bond No. 
 
 Treasurer. 
 
 [form of registered bond without coupons.] 
 
 No. $ 
 
 UNITED STATES OF AMERICA. 
 
 State of Georgia. 
 
 CENTRAL OF GEORGIA RAILWAY COMPANY. 
 
 Registered Ten Year Six Per Cent. Secured 
 Gold Bond. 
 
 Central of Georgia Railway Company (hereinafter 
 called the Railway Company), a corporation of the State 
 of Georgia, for value received, hereby promises to pay 
 to or registered 
 
 assigns, on June 1, 1929, at the office or agency of the 
 Railway Company in the Borough of Manhattan, in the 
 City and State of New York the sum of 
 
 thousand Dollars, in gold coin of the United 
 States of America of or equal to the standard of weight 
 and fineness as it existed on June 1, 1919, and to pay in- 
 terest thereon from December 1 or June 1, as the case 
 
6 
 
 may be, next preceding the date hereof (unless this bond 
 be dated June first or December first, and in that 
 event from date), at the rate of six per cent, per annum, 
 payable semi-annually at said office or agency in like gold 
 coin on December 1 and June 1 in each year. 
 
 Both principal and interest of this bond are payable 
 without deduction for any tax, assessment or govern- 
 mental charge (other than income taxes exceeding in 
 the aggregate two per centum per annum) which the 
 Railway Company or the Trustee under the Trust In- 
 denture hereinafter mentioned may be required to pay, 
 or to retain therefrom, under any present or future law 
 of the United States of America, or of any State, county, 
 municipality or other taxing authority therein. 
 
 This bond is one of a series of bonds (coupon 
 and registered), limited to the aggregate principal 
 amount of Eight Million Dollars ($8,000,000) at any 
 one time outstanding, known as the Ten Year Six 
 Per Cent. Secured Gold Bonds of the Railway Com- 
 pany, all issued and to be issued under and equally 
 secured by a Trust Indenture dated June 1, 1919, be- 
 tween the Railway Company and Guaranty Trust Com- 
 pany of New York, as Trustee (herein termed the Trust 
 Indenture). For a description of the nature and extent 
 of the security and the terms and conditions upon which 
 the bonds are secured, reference is made to the Trust 
 Indenture. 
 
 This bond is transferable by the registered owner 
 hereof in person or by his duly authorized attorney at 
 said office or agency of the Railway Company, upon sur- 
 render and cancellation of this bond, and thereupon a 
 new registered bond without coupons will be issued to the 
 transferee in exchange herefor; or the registered owner 
 of this bond, at his option, may surrender the same for 
 cancellation at said office or agency in exchange for the 
 same aggregate amount of principal in coupon bonds, 
 all as provided in the Trust Indenture, and on payment, 
 
1 
 
 in either case, if the Railway Company shall require it, 
 of the charges therein provided for; and such coupon 
 bond or bonds may in turn be re-exchanged for a regis- 
 tered bond. 
 
 In case an event of default, as defined in the Trust In- 
 denture, shall happen, the principal of the bonds may be- 
 come or be declared due and payable in the manner and 
 with the effect provided in the Trust Indenture. 
 
 This bond is subject to redemption at the election of 
 the Railway Company on June 1, 1924, and thereafter 
 on December 1 or June 1 in any year, at the principal 
 amount thereof and accrued interest plus a premium 
 equal to one-half of one per cent of the principal amount 
 thereof for each six months between the redemption date 
 and the date of maturity, upon sixty days’ prior notice 
 by publication, as provided in the Trust Indenture. 
 
 No recourse shall be had for the payment of the prin- 
 cipal of or the interest upon this bond, or for any claim 
 based hereon or otherwise in respect hereof or of the 
 Trust Indenture, against any incorporator, stockholder, 
 officer or director, past, present or future, of the Railway 
 Company, whether by virtue of any constitution, statute 
 or rule of law, or by the enforcement of any assessment 
 or penalty or otherwise, all such liability being by the 
 acceptance hereof and as part of the consideration for 
 the issue hereof expressly waived, as provided in the 
 Trust Indenture. 
 
 This bond shall not be valid or become obligatory for 
 any purpose until it shall have been authenticated by the 
 certificate, hereon endorsed, of the Trustee under the 
 Trust Indenture. 
 
 In Witness Whereof Central of Georgia Railway 
 Company has caused this bond to be signed by its Presi- 
 dent or one of its Vice-Presidents, and its corporate seal 
 to be hereunto affixed, and to be attested by its Secretary 
 or an Assistant Secretary, the day of 19 
 
 Central of Georgia Railway Company, 
 by 
 
 President. 
 
 Attest: 
 
 Secretary. 
 
8 
 
 [form of trustee's certificate on ale. bonds.] 
 
 This bond is one of the bonds described in the within 
 mentioned Trust Indenture. 
 
 Guaranty Trust Company of New York, 
 
 Trustee, 
 
 by 
 
 And whereas, by resolutions of its board of directors 
 duly adopted, the Railway Company has determined to 
 secure said bonds by the deposit and pledge under this 
 Trust Indenture with the Trustee of the securities here- 
 inafter specified, and has approved the form of this in- 
 denture; and 
 
 Whereas, by resolutions of its board of directors 
 duly adopted, the Railway Company has further ordered 
 and directed that the President or one of the Vice-Presi- 
 dents of the Railway Company sign in its name and 
 under its corporate seal to be attested by its Secretary 
 or one of its Assistant Secretaries, and acknowledge and 
 deliver on its behalf to Guaranty Trust Company of New 
 York, as Trustee, an indenture in the form of this Trust 
 Indenture, and that the Ten Year Six Per Cent. Se- 
 cured Gold Bonds of the Railway Company which are 
 hereinafter sometimes termed Gold Bonds, be made, 
 authenticated and delivered as in this indenture pro- 
 vided; and 
 
 Whereas all things necessary to make the Gold Bonds, 
 when authenticated by the Trustee and issued under this 
 
9 
 
 indenture, the valid, binding and legal obligations of the 
 Railway Company, and to make this indenture a valid, 
 binding and legal agreement for the security thereof, 
 have been done and performed : 
 
 Now THEREFORE THIS INDENTURE WITNESSETH : That ill 
 
 order to secure the payment of the Gold Bonds at any 
 time issued and outstanding under this indenture, accord- 
 ing to their tenor, purport and effect, as well the interest 
 as the principal thereof, and to secure the performance 
 and observance of all the covenants and conditions there- 
 in and herein contained, and to declare the terms and con- 
 ditions upon which the Gold Bonds are issued and secured, 
 and for and in consideration of the premises and of the ac- 
 ceptance or purchase of the Gold Bonds by the holders 
 thereof, and of the sum of one hundred dollars ($100), 
 lawful money of the United States of America, to it duly 
 paid by the Trustee at or before the ensealing and de- 
 livery of these presents, the receipt whereof is hereby 
 acknowledged, the Railway Company hath sold, assigned, 
 transferred, pledged and set over, and by these presents 
 doth sell, assign, transfer, pledge and set over unto the 
 Trustee, its successors in the trust, and its and their as- 
 signs, the following bonds hereinafter sometimes referred 
 to as the “pledged securities,” to-wit: 
 
 Eleven Million Dollars ($11,000,000), principal 
 amount, Central of Georgia Railway Company Re- 
 funding and General Mortgage Six Per Cent. 
 Bonds, Series A, due April 1, 1959, issued under 
 and secured by the Refunding and General Mort- 
 gage, dated April 1, 1919, made by Central of 
 Georgia Railway Company to United States Mort- 
 gage and Trust Company, as Trustee. 
 
10 
 
 To have and to hold all and singular said pledged 
 securities unto the Trustee and its successors in the trust, 
 and its and their assigns, forever ; 
 
 In trust nevertheless for the common and equal use, 
 benefit and security of all and singular the person or per- 
 sons, firm or firms, body or bodies politic or corporate, 
 who shall from time to time be holders of any of the Gold 
 Bonds and the coupons thereto appertaining, and without 
 preference of any of the Gold Bonds and coupons over 
 any of the others by reason of priority in the time of 
 issue or negotiation thereof, or otherwise howsoever (ex- 
 cept as provided in Section 5 of Article Third hereof), 
 subject to the terms, provisions and stipulations in the 
 Gold Bonds contained, and for the uses and purposes 
 and upon and subject to the terms, conditions, provisos 
 and agreements hereinafter expressed and declared. 
 
 ARTICLE FIRST. 
 
 Section 1. The coupon and registered bonds to be 
 issued under and secured by this indenture, together 
 with the coupons appertaining to the coupon bonds, 
 shall respectively be substantially of the tenor and pur- 
 port above recited, and shall be known as the Rail- 
 way Company’s Ten Year Six Per Cent. Secured 
 Gold Bonds. From all coupons maturing on and prior 
 to June 1, 1924, the words “unless the bond herein- 
 after mentioned shall have been called for previous re- 
 demption” shall be omitted. The coupon bonds shall be 
 numbered consecutively from 1 upward and shall be of 
 the denomination of one thousand dollars each. The 
 registered bonds without coupons shall be of the denom- 
 
11 
 
 inations of one thousand dollars and of such multiples of 
 one thousand dollars as the board of directors or execu- 
 tive committee of the Railway Company shall from time 
 to time authorize. 
 
 The coupon bonds shall bear date June 1, 1919, and 
 the registered bonds without coupons shall bear date of 
 the day of their issue, respectively. At the option of the 
 Railway Company, any of such bonds, as herein provided, 
 may be executed, authenticated and delivered originally 
 either as coupon bonds or registered bonds. 
 
 Whenever any bond shall be issued hereunder as a 
 registered bond without coupons there shall be reserved 
 by the Railway Company unissued an aggregate prin- 
 cipal amount of such coupon bonds equal to the aggre- 
 gate principal amount of the registered bonds so issued, 
 and an appropriate statement with respect to such reser- 
 vation may be endorsed upon the issued bond. 
 
 Section 2. The Gold Bonds shall be signed in the 
 name and on behalf of the Railway Company by its Presi- 
 dent or one of its Vice-Presidents, and its corporate seal 
 shall be thereunto affixed and attested by its Secretary 
 or one of its Assistant Secretaries. The Gold Bonds so 
 signed, sealed and attested shall then be delivered to the 
 Trustee for authentication by it, and shall be authenti- 
 cated by the Trustee and without further action be re- 
 delivered to the Railway Company, or upon its written 
 order signed by its President or one of its Vice-Presi- 
 dents, and by its Secretary or an Assistant Secretary un- 
 der its corporate seal, at any time after the execution and 
 delivery hereof, and upon delivery to the Trustee on the 
 trusts hereof of all the pledged securities described in 
 the Pledging Clause of this indenture. The pledged 
 securities shall be so delivered in bearer or registered 
 form, and, if in registered form, accompanied by proper 
 
12 
 
 instruments of assignment and transfer in blank, and 
 carrying all unmatured coupons and claims for interest 
 appertaining thereto. They may be in either temporary 
 or definitive form and shall be accompanied by the cer- 
 tificate of the General Counsel of the Railway Company 
 specifying each Public Service Commission or other gov- 
 ernmental authority the consent or approval of which to 
 the valid pledge thereof under this indenture and on the 
 terms hereof is required to be obtained by any law of 
 the United States or of any State therein, and certifying 
 that such consent or approval of every such commission 
 or governmental authority has been obtained, that said 
 pledged securities forming the subject of such certificate 
 have been validly issued under the mortgage and deed 
 of trust securing them, that by such delivery such pledged 
 securities are validly pledged under this indenture on the 
 terms hereof, and that the Railway Company in respect 
 of the pledged securities forming the subject of such 
 certificate has fully complied with the covenants on its 
 part set out in Section 4 of Article Third hereof. Such 
 certificate of said General Counsel shall be full protec- 
 tion to the Trustee in receiving the pledged securities and 
 in certifying and delivering Gold Bonds hereunder. 
 
 Section 3. In case any of the officers who shall have 
 signed or sealed any of the Gold Bonds shall cease to be 
 such officers of the Railway Company before the bonds so 
 signed and sealed shall have been actually authenticated 
 by the Trustee, or delivered or sold or otherwise issued, 
 such bonds, nevertheless, may be adopted by the Railway 
 Company, and upon the written request of the Railway 
 Company shall be authenticated and delivered, and may 
 be sold by the Railway Company as though the persons 
 who signed or sealed such bonds had not ceased to be 
 officers of the Railway Company. 
 
Section 4. The coupons to be attached to coupon 
 bonds shall be authenticated by the fac-simile signature 
 of Chas. F. Groves, the present Treasurer of the Railway 
 Company, and the Railway Company may adopt and 
 use for that purpose the signature of the said Chas. F. 
 Groves, nothwithstanding the fact that he shall have 
 ceased to be such Treasurer at the time when any such 
 bonds shall be actually authenticated and delivered or 
 sold or otherwise issued. The first coupon shall be pay- 
 able December 1, 1919, and shall represent interest to 
 that date from June 1, 1919. Each registered bond shall 
 bear interest from June 1 or December 1, as the case may 
 be, next preceding its date, unless such bond be dated 
 June 1 or December 1, and in that event from its date. 
 
 Section 5. Only such Gold Bonds as shall bear there- 
 on endorsed the Trustee’s certificate, in the form or sub- 
 stantially the form hereinbefore recited, signed by the 
 Trustee, shall be entitled to any right or benefit here- 
 under, or be valid or obligatory for any purpose; and 
 such certificate of the Trustee upon any such bond exe- 
 cuted on behalf of the Railway Company shall be conclu- 
 sive evidence that the bond so authenticated has been duly 
 executed, authenticated and delivered hereunder, and that 
 the holder or registered owner thereof is entitled to the 
 benefit of this indenture. Before authenticating or deliv- 
 ering any coupon bond all coupons appertaining thereto, 
 then matured, shall be cut off and cancelled, and such can- 
 celled coupons shall on the written demand of the Rail- 
 way Company forthwith be delivered by the Trustee to 
 the Railway Company. 
 
14 
 
 Section 6. The aggregate principal amount of all 
 the Gold Bonds which may be issued and outstanding un- 
 der this indenture shall never at any one time exceed the 
 sum of Eight Million Dollars ($8,000,000). 
 
 ARTICLE SECOND. 
 
 Section 1 . The Railway Company shall keep at an 
 office or agency to be maintained by it in the Borough of 
 Manhattan, in the City and State of New York, or cause 
 to be kept at some bank or trust company in said borough, 
 books for the registration and transfer of the Gold Bonds, 
 which at all reasonable times shall be open for inspection 
 by the Trustee ; and upon presentation for such purpose 
 the Railway Company will register or cause to be regis- 
 tered therein as hereinafter provided, and under such 
 reasonable regulations as it may prescribe, any of the 
 Gold Bonds. 
 
 Section 2. The holder of any coupon Gold Bond may 
 have the ownership thereof as to principal registered on 
 said books of the Railway Company at its said office or 
 agency, and such registration noted on the bond by or on 
 behalf of the Railway Company. After such registra- 
 tion as to principal no transfer shall be valid unless made 
 on the Railway Company’s books by the registered owner 
 in person or by his duly authorized attorney, and simi- 
 larly noted on the bond ; but the same may be discharged 
 from registration by being in like manner transferred 
 to bearer, and thereupon transferability by delivery shall 
 be restored; but such bond may again from time to time 
 be registered or transferred to bearer as before. Such 
 registration, however, shall not affect the negotiability 
 
15 
 
 of the appurtenant coupons, but every such coupon shall 
 continue to be transferable by delivery merely and shall 
 remain payable to bearer. 
 
 Section 3. The holder of any coupon Gold Bond or 
 Bonds, at his option, may, at any time, surrender the 
 same for cancellation with all unmatured coupons there- 
 to appertaining and receive in exchange therefor a like 
 amount of the principal thereof in registered Gold Bonds 
 without coupons, as hereinafter provided ; and the regis- 
 tered owner of any registered Gold Bond or Bonds with- 
 out coupons, at his option, may at any time surrender the 
 same for cancellation and receive in exchange therefor a 
 like amount of the principal thereof in coupon bonds as 
 hereinafter provided. Registered bonds shall be trans- 
 ferable by the registered owner thereof, in person or by 
 his duly authorized attorney, at said office or agency of 
 the Railway Company; and upon surrender and cancella- 
 tion thereof, new registered bonds without coupons shall 
 be issued to the transferee in exchange therefor, as here- 
 inafter provided. 
 
 Section 4. Whenever any coupon Gold Bond or 
 Bonds, together with all unmatured coupons thereto ap- 
 pertaining, shall be surrendered for exchange for regis- 
 tered bonds, the Railway Company shall issue, and the 
 Trustee shall authenticate and deliver, in exchange for 
 such coupon bond or bonds, a like amount of the princi- 
 pal thereof in registered Gold Bonds without coupons, 
 which shall have endorsed thereon the serial number or 
 numbers borne by the coupon bond or bonds so surren- 
 dered for exchange. Whenever any registered Gold Bond 
 without coupons shall be surrendered for exchange for a 
 
16 
 
 coupon bond or bonds, the Railway Company shall issue 
 and the Trustee shall authenticate and deliver, in ex- 
 change for such registered bonds, a like amount of the 
 principal thereof in coupon Gold Bonds, each bearing one 
 of the serial numbers respectively endorsed upon the reg- 
 istered bond so surrendered, and with coupons for inter- 
 est thereto attached, maturing on and after the next ensu- 
 ing interest due date on such surrendered registered bond. 
 Whenever any registered Gold Bond shall be surrendered 
 for transfer, the Railway Company shall issue and the 
 Trustee shall authenticate and deliver, in exchange for 
 such registered bond, a like amount of the principal there- 
 of in new registered Gold Bonds, which shall have en- 
 dorsed thereon the same serial number or numbers of 
 coupon bonds which were endorsed upon the registered 
 bonds so surrendered. In every case of any such ex- 
 change or transfer the Trustee forthwith shall cancel the 
 surrendered bond, and, if a coupon bond, the coupons ap T 
 pertaining thereto, and on its written demand shall de- 
 liver the same to the Railway Company. 
 
 Section 5. For any exchange of coupon bonds for 
 registered bonds, or of registered bonds for coupon bonds, 
 and for any transfer of registered bonds, the Railway 
 Company, at its option, may require the payment of a 
 sum sufficient to reimburse it for any stamp tax or other 
 governmental charge connected therewith, and also the 
 further sum of one dollar for each new bond issued upon 
 such transfer or exchange. 
 
 Section 6. In case any coupon bond issued under this 
 indenture or the coupons thereto appertaining, or any 
 registered bond without coupons, shall become mutilated 
 or defaced or be lost or destroyed, then on the terms 
 
17 
 
 herein set forth, and not otherwise, the Railway Company 
 shall issue, and thereupon the Trustee shall authenticate 
 and deliver, a new bond of like tenor and date, bearing 
 in the case of a coupon bond the same serial number as 
 the one mutilated, defaced, lost or destroyed, and, in 
 the case of a registered bond without coupons, having 
 endorsed thereon the same serial number or numbers of 
 coupon bonds as were endorsed upon the registered bond 
 so mutilated, defaced, lost or destroyed, in exchange and 
 substitution for, and upon cancellation of, the mutilated 
 or defaced coupon bond and coupons, or registered bond 
 without coupons, or in lieu of and substitution for the 
 same if lost or destroyed. The applicant for a substi- 
 tuted coupon bond and coupons or registered bond with- 
 out coupons shall furnish to the Railway Company and 
 the Trustee satisfactory and sufficient evidence of the 
 loss or destruction of such coupon bond and coupons or 
 registered bond without coupons alleged to have been 
 lost or destroyed, and of the ownership and authenticity 
 of such mutilated, defaced, lost or destroyed bond, and 
 also indemnity in a sum sufficient to cover all possible 
 risk, however remote, having as surety thereon a quali- 
 fied surety company of high standing, and conditioned 
 against all possible loss, damage, liability or expense; 
 and shall pay all expenses and charges of such substitu- 
 tion or exchange. All bonds issued under and secured 
 by this Indenture are held and owned upon the express 
 condition that the provisions of this Section 6 are ex- 
 haustive and shall exclude all other rights and remedies, 
 any law or statute now existing or hereafter enacted t 
 the contrary notwithstanding. 
 
18 
 
 Section 7. Until the definitive Gold Bonds shall be 
 prepared, the Railway Company may sign and seal, and 
 upon the request of the Railway Company the Trustee 
 shall authenticate and deliver, in lieu of such definitive 
 bonds and subject to the same provisions, limitations and 
 conditions, temporary printed bonds with or without cou- 
 pons, of the denomination of $1,000 or any multiple of 
 $1,000, substantially of the tenor of the definitive bonds 
 hereinabove recited with appropriate omissions, inser- 
 tions and variations as may be required. Upon surrender 
 of any such temporary bond for exchange, the Railway 
 Company, at its own expense and without making any 
 charge therefor, will sign and seal, and upon cancellation 
 of such surrendered bond the Trustee shall authenticate, 
 and shall deliver in exchange therefor, definitive coupon 
 bonds or registered bonds without coupons for the same 
 aggregate principal sum as the temporary bonds surren- 
 dered, and otherwise in accordance with such temporary 
 bonds. Until so exchanged the temporary bonds shall in 
 all respects be entitled to the same lien and security of 
 this indenture as the definitive bonds; and interest when 
 and as payable shall be paid and endorsed thereon, if such 
 temporary bonds shall have been delivered without cou- 
 pons, or, if such temporary bonds shall have been de- 
 livered with coupons, shall be paid on presentation and 
 surrender of such coupons as they mature. 
 
 ARTICLE THIRD. 
 
 Section 1. The Railway Company covenants and 
 agrees that duly and punctually it will pay, or cause to 
 be paid, to the holder or registered owner of every of the 
 Gold Bonds, the principal and interest accruing there- 
 
on, all in gold coin of the United States of America of, 
 or equal to, the standard of weight and fineness, as it 
 existed on June 1, 1919, at the dates and place and 
 in the manner mentioned in the Gold Bonds or in 
 the coupons appertaining to coupon bonds, according to 
 the true intent and meaning thereof, and that said prin- 
 cipal and interest shall be paid without deduction for any 
 tax, assessment or governmental charge (other than in- 
 come taxes exceeding in the aggregate two per centum 
 per annum) which the Bailway Company or the Trus- 
 tee may be required to pay, or to retain therefrom, under 
 any present or future law of the United States of 
 America, or of any state, county, municipality, or other 
 taxing authority therein. In the event that the Railway 
 Company, or the Trustee, shall be required so to pay or 
 to retain for income taxes a sum or sums in excess in the 
 aggregate of two per centum of the amount of interest 
 payable in any year in respect of any Gold Bond or Gold 
 Bonds, the Railway Company, under the foregoing cove- 
 nant, shall make payment of such interest as aforesaid 
 without deduction first for any such income tax or taxes 
 imposed by any present or future law or laws of the 
 United States up to but not exceeding, in the aggregate, 
 two per centum of such interest payment, and second for 
 any such other income tax or taxes up to but not exceed- 
 ing the amount, if any, by which two per centum of such 
 interest payment exceeds the aggregate amount of such 
 United States income tax or taxes. So long as the Rail- 
 way Company or the Trustee shall be required under any 
 present or future law of the United States to pay or to 
 retain for income taxes a sum or sums not less than two 
 per centum of the amount of interest payable in any year 
 in respect of any Gold Bond or Gold Bonds, the foregoing 
 covenant shall apply to, and shall be deemed to apply 
 to, only such law of the United States. 
 
20 
 
 The interest on coupon Gold Bonds shall be payable 
 only upon presentation and surrender of the several 
 coupons annexed thereto as such coupons respectively 
 mature ; and when and as paid all coupons shall forthwith 
 be cancelled by the Bailway Company. The interest on 
 registered Gold Bonds without coupons shall be payable 
 only to the registered owners thereof. 
 
 Section 2. The Bailway Company covenants and 
 agrees that it will at all times, until the payment of the 
 principal of the Gold Bonds, either keep an agency in the 
 Borough of Manhattan, in the City and State of New 
 York, where bonds and coupons may be presented for 
 payment and where notices and demands in respect of 
 the Gold Bonds and coupons may be served, or designate, 
 by written notice to the Trustee and by advertisement, 
 a bank or trust company in said borough for such pur- 
 poses. In default of any such agency or any such desig- 
 nation, presentation and demand may be made and notices 
 served at the office of the Trustee, but the Trustee shall 
 be under no duty in respect thereto. 
 
 Section 3. The Bailway Company covenants and 
 agrees that it will, at all times until the payment of the 
 principal of every of the Gold Bonds, continue, main- 
 tain, extend and renew its corporate existence. 
 
 Section 4 . The Bailway Company covenants and 
 agrees that it has duly complied with the requirements 
 of all laws in that behalf, whether of the United States of 
 America, of the State of Georgia or otherwise, in order 
 to authorize the Bailway Company, and that the Bail- 
 way Company is duly authorized, to execute this inden- 
 ture and to issue and sell the Gold Bonds ; that the Bail- 
 
21 
 
 way Company has been duly authorized under the laws 
 of the United States, of the State of Georgia and of 
 every other State to which its action in making such 
 pledge is or may be subject, to pledge, transfer and de- 
 liver under this indenture the pledged securities; and 
 that all pledged securities pledged and delivered under 
 this indenture shall have been duly issued under and 
 in pursuance of the mortgage or deed of trust by which 
 they purport to be secured, and shall be entitled to the 
 security of such mortgage and deed of trust, and shall 
 be valid and enforcible obligations of the Railway Com- 
 pany in the full amount thereof, and be free from any 
 lien or charge of any character other than the lien of 
 this indenture. 
 
 Section 5. The Railway Company covenants and 
 agrees that it will not, directly or indirectly, extend or 
 assent to the extension of the time for payment of any 
 coupons upon any of the Gold Bonds, and that it will 
 not, directly or indirectly, be a party to any arrange- 
 ment therefor by purchasing or funding said coupons or 
 in any other manner. In case the payment of any such 
 coupons shall be so extended, whether or not by or with 
 the consent of the Railway Company, such coupons so 
 extended shall not be entitled in case of default here- 
 under to the benefit or security of this indenture, except 
 subject to the prior payment in full of the principal 
 of all the Gold Bonds, and of all coupons the payment 
 of which has not been so extended; the intention of this 
 covenant being to prevent any accumulation after ma- 
 turity of coupons or of claims for interest. 
 
 Section 6. The Railway Company covenants and 
 agrees that it will from time to time duly pay and dis- 
 
22 
 
 charge all taxes, assessments and other governmental 
 charges lawfully imposed upon the pledged securities or 
 upon any part thereof, the lien of which might or could be 
 held to be prior or superior to the lien of this indenture, 
 so that the priority of the lien of this indenture shall be 
 fully preserved in respect of the pledged securities ; and 
 that it will also pay and discharge all taxes, assessments 
 and other governmental charges lawfully imposed upon 
 the estate of the Trustee or upon the interest of the holder 
 of any of the Gold Bonds or coupons in the. pledged secur- 
 ities ; provided, however, that the Railway Company shall 
 not be required to pay any such taxes, assessments or 
 other governmental charges so long as it shall in good 
 faith and by appropriate legal proceedings contest the 
 validity thereof. 
 
 Section 7. The Railway Company covenants and 
 agrees that this indenture is and always shall be kept 
 a first and prior lien upon the pledged securities and that 
 it will not create, or suffer to be created, or to accrue, 
 or to exist, any lien or charge having priority to or 
 preference over the lien of this indenture upon any 
 pledged securities at any time held by the Trustee, or 
 any part thereof, or upon the income thereof. 
 
 Section 8. The Railway Company covenants and 
 agrees that it will not at any time insist upon or plead 
 or in any manner whatever claim or take the benefit or 
 advantage of any stay or extension law now or at any 
 time hereafter in force, nor will it claim, take, or insist 
 upon any benefit or advantage from any law now or here- 
 after in force providing for the valuation or appraise- 
 ment of the pledged securities, prior to any sale or sales 
 
23 
 
 thereof to be made pursuant to any provision herein con- 
 tained, or to the decree of any court of competent juris- 
 diction; nor will it after any such sale or sales claim 
 or exercise any right under any statute to redeem the 
 pledged securities, or any part thereof, or obstruct or 
 impede the accepted purchaser from taking possession of 
 the same ; and it hereby expressly waives all benefit or ad- 
 vantage of any such law or laws, and covenants that it 
 will not hinder, delay, or impede the execution of any 
 power herein granted and delegated to the Trustee, but 
 will suffer and permit the execution of every such power 
 as though no such law or laws had been made and 
 enacted. 
 
 Section 9. The Railway Company covenants and 
 agrees that it will do, execute, acknowledge and deliver, 
 or cause or procure to be done, executed, acknowledged 
 and delivered, all and every such further acts, deeds, 
 transfers and assurances for the better transferring, con- 
 veying, assuring and confirming unto the Trustee all and 
 singular the pledged securities, as the Trustee or the 
 holders of a majority in principal amount of the Gold 
 Bonds at the time outstanding shall reasonably require 
 for better accomplishing the provisions and purposes of 
 this indenture, and for better securing the payment of 
 the principal and interest of the Gold Bonds. 
 
 Section 10. The Railway Company covenants and 
 agrees that it will not obtain the authentication and 
 delivery of any of the Gold Bonds in any manner other- 
 wise than in accordance with the provisions of this in- 
 denture and the agreements in that behalf herein con- 
 tained, and the requirements of law and due authorization 
 by law; nor will it negotiate, sell, pledge or dispose of any 
 of the Gold Bonds save in accordance with the require- 
 ments of law and after due authorization by law. 
 
24 
 
 ARTICLE FOURTH. 
 
 Section 1. The Trustee is authorized in its discretion 
 to require and effect the delivery to it of definitive 
 bonds in exchange for temporary bonds which the Trus- 
 tee may receive under the provisions of this indenture, 
 and to register in its name as Trustee any and all 
 coupon bonds which the Trustee shall receive or may hold 
 under any of the provisions of this indenture, or to 
 cause the same to be exchanged for registered bonds with- 
 out coupons of any denomination; and the Trustee may 
 cause to be transferred into its name as Trustee all 
 registered bonds which the Trustee may hold under the 
 trusts hereof, and may cause any registered bonds which 
 it may hold to be exchanged for coupon bonds. 
 
 Section 2. Unless the Railway Company shall be 
 in default in the payment of the interest on some one 
 or more of the Gold Bonds, or unless some one or more 
 of the events of default specified in subdivisions (b) , (c), 
 (d), (e) and (f) of Section 2 of Article Sixth shall have 
 happened and shall be continuing, the Trustee shall not 
 be entitled to collect or to receive the interest matur- 
 ing on the pledged securities; and the Trustee shall, as 
 they mature, cut off and cancel the coupons on any of 
 such pledged securities in coupon form and deliver such 
 coupons so cancelled to the Railway Company. 
 
 Section 3. The Trustee, with the consent of the Rail- 
 way Company, may at any time take such steps as in its 
 discretion it shall deem necessary to protect the interests 
 of the holders of the Gold Bonds in respect of any of the 
 pledged securities. In case the Railway Company shall 
 
25 
 
 be in default in the payment of the interest on some one 
 or more of the Gold Bonds, or in case any one or more of 
 the events of default specified in subdivisions (b), (c), 
 (d), (e) and (f) of Section 2 of Article Sixth shall have 
 happened and shall be continuing, the Trustee shall be 
 entitled to take such steps in its uncontrolled discretion 
 without the consent of the Railway Company. 
 
 ARTICLE FIFTH. 
 
 Section 1. All of the Gold Bonds, but not a part 
 thereof, may be paid off and redeemed, at the option of 
 the Railway Company, on June 1, 1924, or on any half 
 yearly interest day thereafter, upon payment of the prin- 
 cipal amount thereof and accrued interest, together with 
 a premium of one half of one per cent of the principal 
 amount thereof for each six months between the redemp- 
 tion date and June 1, 1929, provided that notice of such 
 election of the Railway Company shall have been given 
 by publication once a week for eight successive weeks, in 
 a daily newspaper of general circulation in the Borough 
 of Manhattan in the City and State of New York, the first 
 publication to be not less than sixty days nor more than 
 eighty days prior to the designated redemption date on 
 which such payment and redemption are to be made, 
 stating such election on the part of the Railway Com- 
 pany, and that interest on the Gold Bonds will cease on 
 the designated redemption date, and requiring that the 
 Gold Bonds shall be then presented for redemption and 
 payment. A similar notice shall be sent by the Rail- 
 way Company through the mail, postage prepaid, at 
 least sixty days prior to such redemption date, to holders 
 
26 
 
 of registered bonds without coupons and to registered 
 holders of coupon bonds whose addresses shall then ap- 
 pear on the transfer register. Notice having been so 
 given by publication, the Gold Bonds shall on the day 
 designated in such notice become due and payable at the 
 rate hereinbefore mentioned, with the accrued interest 
 thereon to the date of redemption so designated; and 
 from and after the date of redemption so designated (un- 
 less the Bailway Company shall make default in payment 
 of the redemption price) interest on the Gold Bonds shall 
 cease, and on presentation in accordance with said notice, 
 at the place where the same may be expressed to be pay- 
 able, of the Gold Bonds, with all coupons maturing on and 
 after such redemption date, they shall be paid by the Rail- 
 way Company at the rate aforesaid, with accrued interest 
 to such redemption date. All Gold Bonds redeemed and 
 paid shall be cancelled forthwith. If not so paid upon 
 presentation thereof said Gold Bonds shall continue to 
 bear interest at the rate expressed therein until payment. 
 
 Section 2. On the deposit with the Trustee of the 
 amount necessary, at the rate hereinbefore mentioned, 
 to redeem all outstanding Gold Bonds, together with 
 proof that notice of redemption on June 1, 1924, or 
 some interest day thereafter has been given in ac- 
 cordance with Section 1 of this Article Fifth, and on 
 payment to the Trustee of all costs, charges and expenses 
 in relation thereto or otherwise payable to the Trustee, 
 the Trustee shall cancel and satisfy this indenture and 
 assign or cause to be assigned and shall deliver to the 
 Railway Company the pledged securities. The Trustee 
 shall apply the moneys so deposited with it to the pay- 
 
27 
 
 ment of the Gold Bonds at the rate aforesaid, with ac- 
 crued interest to the day designated for redemption. The 
 Trustee shall cancel all Gold Bonds so paid by it and the 
 appurtenant coupons and shall deliver the same so can- 
 celled to the Railway Company. 
 
 ARTICLE SIXTH. 
 
 Section 1. In case default shall be made in the pay- 
 ment of any instalment of interest on any of the Gold 
 Bonds, or in case any one or more of the events of de- 
 fault specified in subdivisions (b), (c), (d), (e) and (f) 
 of Section 2 of this Article Sixth shall have happened 
 and shall be continuing, then, and during the continuance 
 of any such default, all interest upon the pledged securi- 
 ties shall be collected and received by the Trustee, and 
 shall be held and applied as follows : 
 
 1. To pay any sum which at the time may be 
 due to the Trustee for compensation and expenses 
 in the administration of the trusts hereby created ; 
 
 2. Subject to the provisions of Section 5 of Ar- 
 ticle Third hereof, to pay any interest which shall 
 be due and payable on the Gold Bonds, with in- 
 terest on overdue instalments of interest at the 
 rate of six per cent, per annum, to holders of the 
 coupons for such interest upon their surrender 
 and cancellation, or to the registered holders 
 of registered bonds without coupons. In case 
 the amount so received or collected by the Trustee 
 shall not be sufficient to pay in full the whole of 
 said interest for the time being due and unpaid, the 
 Trustee shall apply the same to the payment of 
 such interest in the order in which the said inter- 
 
28 
 
 est shall have become due, ratably and without dis- 
 crimination, among the holders of the Gold Bonds 
 and coupons entitled thereto ; 
 
 3. To pay to the Bailway Company, for its 
 own use and benefit, any balance remaining after 
 making the foregoing payments; provided, how- 
 ever, that if the Railway Company be at the time 
 in default in the payment of the principal of any 
 of the Gold Bonds, any such balance shall be 
 held and disposed of in the same manner as the 
 proceeds of the sale in enforcement of this in- 
 denture of the pledged securities as hereinafter 
 provided. 
 
 Section 2. If one or more of the following events, 
 herein called the events of default, shall happen, that is 
 to say: 
 
 (a) default shall be made in the payment of 
 any instalment of interest on any of the Gold 
 Bonds when and as the same shall become due 
 and payable, as therein and herein expressed, and 
 such default shall continue for thirty days; 
 
 (b) default shall be made in the payment of 
 the principal of any of the Gold Bonds when and 
 as the same shall become due and payable, whether 
 at maturity or by declaration or otherwise; 
 
 (c) default shall be made in the payment of 
 any instalment of interest as the same shall ma- 
 ture or become payable on any of the bonds issued 
 under or purporting to be secured by the Railway 
 Company’s Refunding and General Mortgage, 
 mentioned in the Pledging Clause and securing the 
 pledged securities, and such default shall continue 
 
29 
 
 for thirty days, or in the principal of any of such 
 bonds, when the same shall become payable, 
 whether at maturity or by declaration or other- 
 wise, or default shall be made in the pay- 
 ment of any instalment of interest on, or of the 
 principal of, any bond or obligation secured by 
 mortgage or deed of trust or lien on the prop- 
 erty or any part thereof embraced in said 
 mortgage in priority to the lien of said Refunding 
 and General Mortgage, and such default in the 
 payment of interest shall continue for thirty days ; 
 
 ( d ) default shall be made in the observance or 
 performance of any other of the covenants, con- 
 ditions and agreements on the part of the Railway 
 Company in the Gold Bonds or in this indenture 
 contained, and such default shall continue for 
 thirty days after written notice thereof to the 
 Railway Company from the Trustee, which shall 
 give such notice at the written request of the 
 holders of ten per cent, in principal amount of 
 the Gold Bonds at the time outstanding; 
 
 (e) default shall be made in the payment of 
 any instalment of interest, when the same shall 
 become payable, on any bonds of, or guaranteed 
 or purporting to be guaranteed by, or secured or 
 purporting to be secured by mortgage or other 
 lien upon any substantial part of the railroads 
 owned by, the Railway Company, and such de- 
 fault shall continue for thirty days, or, in case 
 of guaranteed bonds, for thirty days after writ- 
 ten notice of such default to the Railway Com- 
 pany from the Trustee, which shall give such 
 notice at the written request of the holders of ten 
 per cent, in principal amount of the Gold Bonds 
 at the time outstanding; or default shall be made 
 
30 
 
 • in the payment of the principal of any such bonds 
 when the same shall become payable, whether at 
 maturity or by declaration or otherwise; 
 
 (/) a receiver or receivers shall be appointed 
 of the Railway Company or of any substantial 
 part of the railroads owned by it; 
 
 then and in each and every such case during the continu- 
 ance of such event of default, the Trustee may, and upon 
 the written request of the holders of twenty-five per cen- 
 tum in amount of the Gold Bonds then outstanding, shall, 
 by notice in writing to the Railway Company, declare the 
 principal of all of the Gold Bonds then outstanding (if not 
 already due and payable) to be due and payable; and 
 upon any such declaration the same shall become and be 
 due and payable forthwith, anything in the Gold Bonds 
 or in this indenture contained to the contrary .notwith- 
 standing. 
 
 This provision, however, is subject to the condition 
 that, if, at any time after the principal of the Gold 
 Bonds shall have been so declared due and payable, 
 and prior to the date of maturity thereof stated in the 
 Bonds, all arrears of interest upon all the Gold Bonds 
 (with interest at the rate of six per cent, per annum 
 on any overdue instalment of interest), and the ex- 
 penses of the Trustee, shall be paid by the Railway 
 Company before a sale of any of the pledged securities in 
 enforcement of this Trust Indenture shall have been 
 made, and every other default in the observance or 
 performance of any covenant or condition of the Gold 
 Bonds or of this indenture shall be made good .or be 
 secured to the satisfaction of the Trustee, or provision 
 deemed by the Trustee to be adequate shall be made 
 
31 
 
 therefor, then and in every such case the holders of 
 a majority in principal amount of the Gold Bonds 
 then outstanding, by written notice to the Railway Com- 
 pany and to the Trustee, may waive the default by 
 reason of which the principal of the Gold Bonds shall 
 have so become due and the consequences of such de- 
 fault; but no such waiver shall extend to or affect any 
 subsequent default or impair any right consequent there- 
 on. 
 
 Section 3. If one or more of the events of default 
 shall happen, then, and in each and every such case, the 
 Trustee shall, in its discretion, be forthwith entitled, 
 either personally or by its agents or attorneys, and forth- 
 with may proceed, to sell and convert into money, singly 
 or collectively, the pledged securities, and at the written 
 request of the holders of not less than twenty-five per 
 centum in principal amount of the Gold Bonds at the time 
 outstanding, it shall be the duty of the Trustee so to do. 
 Such sale or sales shall be at public auction at such place 
 in the Borough of Manhattan, in the City and State of 
 New York, and at such time and upon such terms as the 
 Trustee may fix. 
 
 Notice of any sale, whether under and by virtue of the 
 power of sale herein contained, or under or by virtue of 
 any judgment or decree of foreclosure and sale or 
 other judicial proceeding, shall state the time when and 
 the place where the same is to be made, and shall contain 
 a brief general description of the property to be sold, and 
 shall be sufficiently given if published once in each week 
 for four successive weeks prior to such sale in one news- 
 paper of general circulation in the Borough of Manhat- 
 tan in the City and State of New York. The Trustee may 
 
32 
 
 adjourn any such sale or cause the same to be adjourned 
 from time to time by announcement at the time and place 
 appointed for such sale or for such adjourned sale or 
 sales; and, without further notice or publication, such 
 sale may be made 'at the time and place to which the same 
 may be so adjourned. 
 
 Section 4. Upon the completion of any sale or sales, 
 the Trustee shall deliver to the accepted purchaser or 
 purchasers the property sold, with good and sufficient 
 transfers. The Trustee and its successor or successors 
 are hereby appointed the true and lawful attorney and at- 
 torneys irrevocable of the Railway Company, in its name 
 and stead to make all necessary instruments of transfer, 
 and for that purpose may execute all necessary acts of 
 assignment and transfer, and may substitute one or more 
 persons or corporations with like power, the Railway 
 Company hereby ratifying and confirming all that its said 
 attorney or attorneys, or such substitute or substitutes, 
 shall lawfully do by virtue hereof. Nevertheless the 
 Railway Company shall, if so requested by the Trus- 
 tee, ratify and confirm such sale by executing and 
 delivering to the Trustee or to such purchaser or pur- 
 chasers all proper transfers as may be designated in 
 such request. 
 
 Section 5. Any sale or sales made under or by virtue 
 of this indenture, whether under any power of sale here- 
 by granted and conferred, or under or by virtue of judi- 
 cial proceedings, shall divest all right, title, interest, 
 estate, claim and demand whatsoever, either at law or in 
 equity, of the Railway Company of, in and to the property 
 
33 
 
 sold, and shall be a perpetual bar both at law and in equity 
 against the Railway Company, its successors and assigns, 
 and against any and all persons claiming or to claim the 
 property sold or any part thereof, from, through or under 
 the Railway Company, its successors or assigns ; and no 
 purchaser at any such sale or sales, or his representatives 
 or assigns, shall be bound to see to the application of the 
 purchase money upon or for any trust or purpose of this 
 indenture, or be answerable in any manner whatsoever 
 for any loss, misapplication or non-application of any 
 such purchase money paid by such purchaser or any part 
 thereof. 
 
 Section 6. The Trustee, however, instead of exercis- 
 ing the power of sale herein conferred upon it, may in its 
 discretion, and shall, at the request in writing of the hold- 
 ers of a majority in principal amount of the Gold Bonds 
 then outstanding, proceed by a suit or suits at law or in 
 equity, as the Trustee may be advised by counsel, to en- 
 force the payment of the Gold Bonds and the coupons 
 thereto appertaining, and to enforce this indenture and 
 sell the pledged securities pursuant to the judgment or 
 decree of a court or courts of competent jurisdiction. 
 
 Section 7. In the event of any sale under or by virtue 
 of this indenture, whether under any power of sale here- 
 by granted or conferred or under or by virtue of judicial 
 proceedings, of the pledged securities or any part thereof, 
 the principal of the Gold Bonds, if not already due and 
 payable, forthwith shall become due and payable, any- 
 thing in the Gold Bonds or in this indenture to the con- 
 trary notwithstanding. 
 
34 
 
 Section 8. In the event of any sale under or by virtue 
 of this indenture, whether under any power of sale here- 
 by granted and conferred or under or by virtue of judi- 
 cial proceedings, the pledged securities may, as the 
 Trustee shall deem most advantageous for the holders of 
 the Gold Bonds, be sold either in one parcel as an entirety, 
 or in several parcels, and, if in several parcels, in such 
 parcels as the Trustee may determine. The Railway 
 Company, for itself and for all persons or corporations 
 hereafter claiming from, through or under it, hereby 
 expressly waives and releases all right to have the 
 pledged securities marshalled upon any foreclosure or 
 other enforcement of this indenture. 
 
 Section 9. The Trustee in respect of the pledged 
 securities shall have for all purposes of this inden- 
 ture and may exercise all the rights of holder and 
 owner thereof, and may take any action or proceed- 
 ing which the holder or owner thereof for value 
 might or could take as such holder or owner. No remedy 
 conferred by this indenture is intended to be exclusive 
 of any other remedy, but every such remedy shall be 
 deemed cumulative and shall be in addition to every 
 other remedy given hereunder, and shall not be deemed 
 to deprive the Trustee of any legal or equitable remedy, 
 by appropriate judicial proceedings or otherwise, to en- 
 force the conditions, covenants and agreements of this 
 indenture; and every power and remedy given by this 
 indenture to the Trustee or to the holders of Gold Bonds 
 may be exercised from time to time and as often as may 
 be deemed expedient. 
 
35 
 
 Section 10. In case of any sale of the pledged se- 
 curities or of any part thereof, whether under the power 
 of sale hereby granted or pursuant to judicial proceed- 
 ings, the purchase money, proceeds or avails, together 
 with any other sums which may then be held by the Trus- 
 tee or be payable to it under any of the provisions of 
 this indenture as a part of the trust estate, shall be ap- 
 plied as follows : 
 
 (a) to the payment of the costs, expenses, fees, 
 and other charges of such sale or sales, and a rea- 
 sonable compensation to the Trustee, its agents 
 and attorneys, and to the payment of all expenses 
 and liabilities incurred and advances or disburse- 
 ments made by the Trustee; 
 
 (b) any surplus then remaining, to the pay- 
 ment of the whole amount owing or unpaid upon 
 the Gold Bonds, for both principal and interest, 
 with interest on the overdue instalments of 
 interest at the rate of six per cent, per an- 
 num ; and, in case such proceeds shall be in- 
 sufficient to pay in full the whole amount so due 
 and unpaid upon the Gold Bonds, then to the 
 payment of such principal and interest ratably, 
 according to the aggregate of such principal and 
 the accrued and unpaid interest, without prefer- 
 ence or priority of principal over interest, or of 
 interest over principal, or of any instalment of 
 interest over any other instalment of interest; 
 
 (c) any surplus then remaining, to the Rail- 
 way Company, its successors or assigns, or to 
 whosoever may be lawfully entitled to receive the 
 
 same. 
 
36 
 
 These provisions, however, are not intended in any 
 wise to modify the provisions of Section 5 of Article 
 Third hereof, but are subject thereto. 
 
 Section 11. In case of any public sale of the pledged 
 securities in pursuance of the powers conferred by 
 this indenture or upon any sale pursuant to judicial 
 proceedings, the purchaser, for the purpose of mak- 
 ing settlement or payment for the property pur- 
 chased, shall be entitled to turn in or apply towards the 
 payment of the purchase price, and to be credited with, 
 any Gold Bonds, and any matured and unpaid coupons, to 
 the extent of the value of such bonds and coupons upon 
 a distribution among the bondholders of the net pro- 
 ceeds of such sale after making the deductions allowable 
 under the terms hereof for the cost and expenses of the 
 sale or otherwise. But such bonds and coupons so ap- 
 plied in payment by the purchaser shall be deemed to 
 be paid only to the extent so applied. At any sale of 
 the pledged securities or of any part thereof, the Trustee, 
 or any bondholders or their agents, may bid for and pur- 
 chase the property so sold and may make payment there- 
 for as aforesaid, and, upon compliance with the terms 
 of sale, may hold, retain and dispose of such property 
 without further accountability; and the receipt of the 
 Trustee shall be a sufficient discharge for the purchase 
 money to any purchaser of the property, or any part 
 thereof, sold under any of the provisions of this inden- 
 ture. 
 
 Section 12. Anything in this indenture contained to 
 the contrary notwithstanding, the holders of two-thirds 
 in principal amount of the Gold Bonds then outstanding 
 shall have the right, from time to time, if they so elect 
 
37 
 
 and manifest such election by an instrument in writing 
 executed and delivered to the Trustee, to direct the 
 manner, method and place of conducting any and all pro- 
 ceedings for any sale of the pledged securities or any 
 part thereof, not, however, otherwise than in accordance 
 with the provisions of this indenture. 
 
 Section 13. In case 
 
 (a) default shall be made in the payment of 
 any instalment of interest on any of the Gold 
 Bonds when and as the same shall become pay- 
 able as therein and herein expressed, and such 
 default shall continue for thirty days, or 
 
 ( b ) default shall be made in the payment 
 of the principal of any of the Gold Bonds when 
 and as the same shall become due and payable, 
 whether at maturity or by declaration, or other- 
 wise ; 
 
 then and in every such case the Railway Company, upon 
 demand of the Trustee, will pay to the Trustee for the 
 benefit of the holders of the Gold Bonds then outstand- 
 ing the whole amount which shall then have become 
 due and payable on all the Gold Bonds then outstand- 
 ing for interest or principal, or both, as the case may 
 be, with interest upon the overdue principal and 
 instalments of interest at the rate of six per cent, 
 per annum ; and in case the Railway Company 
 shall fail to pay the same forthwith upon such demand, 
 the Trustee, in its own name and as trustee of an express 
 trust, shall be entitled to recover judgment for the whole 
 amount so due and unpaid. The Trustee shall be entitled 
 
38 
 
 to recover judgment as aforesaid, either before or after 
 or during the pendency of any proceedings for the en- 
 forcement of the lien of this indenture upon the pledged 
 securities, and its right to recover such judgment shall not 
 be affected by any sale hereunder, or by the exercise of 
 any other right, power or remedy for the enforcement 
 of the provisions of this indenture, or by foreclosure of 
 the lien hereof ; and, in case of a sale of the pledged securi- 
 ties or any part thereof and of the application of the pro- 
 ceeds of sale to the payment of the indebtedness repre- 
 sented by the Gold Bonds and coupons, the Trustee, in 
 its own name and as trustee of an express trust, shall be 
 entitled to receive, and to enforce payment of, any 
 and all deficiency or amounts then remaining due and 
 unpaid upon any or all of the Gold Bonds then out- 
 standing, for the benefit of the holders thereof, and shall 
 be entitled to recover judgment for any portion of such 
 indebtedness remaining unpaid, with interest. No recov- 
 ery of any judgment by the Trustee, and no levy of any 
 execution upon any such judgment upon property subject 
 to the lien of this indenture or upon any other property, 
 shall in any manner or to any extent affect or impair 
 the lien of the Trustee upon the pledged securities, or any 
 part thereof, or any rights, powers or remedies of the 
 Trustee hereunder, or any rights, powers or remedies of 
 the holders of the Gold Bonds; but such lien, rights, 
 powers and remedies shall continue unaffected and unim- 
 paired as before. Any moneys thus collected by the Trus- 
 tee under this Section 13 shall be applied by the Trustee : 
 first, to the payment, at the option of the Trustee, of the 
 costs and expenses of the proceedings resulting in the 
 collecting of such moneys ; and, secondly, toward payment 
 of the amounts then due and unpaid upon the Gold Bonds 
 
39 
 
 and coupons in respect of which such money shall have 
 been collected, ratably and without any preference or 
 priority of any kind (except as provided in Section 5 of 
 Article Third), according to the amounts due and pay- 
 able upon such bonds and coupons respectively at the 
 date fixed by the Trustee for the distribution of such 
 moneys. 
 
 Section 14. No delay or omission of the Trustee or of 
 any holder of Gold Bonds to exercise any right or power 
 arising from any default of the Railway Company here- 
 under shall impair any such right or power, or shall 
 be construed to be a waiver of any such default or an 
 acquiescence therein. 
 
 ARTICLE SEVENTH. 
 
 Section 1 . The Trustee accepts the trusts of this in- 
 denture and agrees to execute them upon the following 
 terms and conditions, to which the parties and the hold- 
 ers of the Gold Bonds agree: 
 
 The Trustee shall be entitled to reasonable 
 compensation for all services rendered by it in the 
 execution of the trusts hereby created ; which com- 
 pensation shall not be limited by any provision 
 of law with respect to the compensation of a 
 trustee of an express trust; and such com- 
 pensation, as well as the reasonable compen- 
 sation of its counsel, agents or attorneys, and all 
 other reasonable expenses necessarily incurred 
 and actually disbursed hereunder, the Railwav 
 
40 
 
 Company agrees to pay, and for such payment 
 the Trustee shall have a lien on the pledged se- 
 curities under this indenture in priority to the 
 rights and claims of the holders of the Gold Bonds. 
 
 The Trustee shall not be responsible in any 
 manner whatsoever for the recitals herein con- 
 tained as to the acts or powers of the Railway 
 Company or otherwise, all of which are made by 
 the Railway Company solely. 
 
 The Trustee shall not be responsible for or in 
 respect of the validity or sufficiency of this inden- 
 ture, or the execution thereof by the Railway Com- 
 pany, nor for or in respect of the validity of the 
 Gold Bonds or coupons, nor for or in respect of 
 the title, value or validity of the pledged securi- 
 ties. 
 
 Unless and until the Trustee shall have re- 
 ceived written notice to the contrary from the 
 holders of not less than five per cent, in principal 
 amount of the Gold Bonds at the time outstand- 
 ing, the Trustee may, for all the purposes of this 
 indenture, assume that the Railway Company is 
 not in default under this indenture and that none 
 of the events hereinbefore denominated events of 
 default has happened. 
 
 The Trustee shall not be under any obligation 
 to take any action toward the execution or enforce- 
 ment of the trusts hereby created which, in its 
 opinion, will be likely to involve it in expense or 
 liability, unless one or more of the holders of the 
 Gold Bonds shall, as often as required by the 
 
41 
 
 Trustee, furnish it reasonable security and indem- 
 nity against such expense or liability; nor shall 
 the Trustee be required to take notice of any de- 
 fault hereunder unless notified in writing of such 
 default by the holders of at least five per cent, in 
 principal amount of the Gold Bonds at the time 
 outstanding, or to take any action in respect of any 
 such default involving expense or liability unless 
 requested by an instrument in writing signed by 
 the holders of not less than fifteen per cent, in 
 principal amount of the Gold Bonds at the time 
 outstanding, nor unless from time to time fur- 
 nished with reasonable security and indemnity as 
 aforesaid, anything herein contained to the con- 
 trary notwithstanding; but neither any such no- 
 tice or request, nor this provision therefor, shall 
 affect any discretion herein given to the Trustee 
 to determine whether or not the Trustee shall 
 take action in respect to such default or to take 
 action without such request. 
 
 The Trustee shall be fully protected in acting 
 upon, or in accordance with, any notice, request, 
 consent, certificate, bond, coupon or other in- 
 strument or paper believed by it to be genuine, 
 and to have been signed or presented by the proper 
 person, or duly authorized, or properly made. 
 
 The Trustee may employ agents or attorneys 
 in fact, and shall not be answerable for the default 
 or misconduct of any agent or attorney appointed 
 by it in pursuance hereof, if such agent or attorney 
 shall have been selected with reasonable care, nor 
 for anything whatever in connection with this 
 trust, except its own wilful misconduct or gross 
 negligence. 
 
The Trustee may advise with legal counsel (in- 
 cluding counsel of the Railway Company), and 
 shall be protected in respect of any action under 
 this indenture taken in good faith by the Trustee 
 in accordance with the opinion of counsel. 
 
 It shall be no part of the duty of the Trustee 
 to receive, or to see to the application of, the pro- 
 ceeds of the Gold Bonds, or to give notice of the 
 lien hereby created to any person or corporation. 
 
 The Trustee shall be reimbursed and indemni- 
 fied by the Railway Company for or against any 
 liability or damage not due to the gross negligence 
 or wilful default of the Trustee. 
 
 The Trustee may hold and own Gold Bonds 
 with the same rights which it would have if it 
 were not Trustee hereunder. 
 
 Section 2. The Trustee may resign, and be discharged 
 from, the trusts created by this indenture by giving to 
 the Railway Company notice in writing of such resigna- 
 tion, specifying a date when such resignation shall take 
 effect, and also by publication of such notice at least once 
 in each of three successive weeks prior to the date speci- 
 fied in such notice in a daily newspaper published in the 
 Borough of Manhattan, in the City and State of New 
 York. Such resignation shall take effect on the date 
 specified in such notice, unless previously a successor 
 trustee shall be appointed as hereinafter provided, in 
 which event such resignation shall take effect immedi- 
 ately upon the appointment of such successor trustee. 
 
 Any Trustee at the time being hereunder may be re- 
 moved at any time by an instrument in writing filed with 
 such Trustee and executed by the holders of three-fourths 
 in principal amount of the Gold Bonds at the time out- 
 standing. 
 
43 
 
 Section 3. In case at any time the Trustee shall re- 
 sign or give notice of resignation or shall be removed or 
 shall become incapable of acting, a successor may be ap- 
 pointed by the holders of a majority in principal amount 
 of the Gold Bonds at the time outstanding, by an instru- 
 ment or concurrent instruments signed by such bond- 
 holders or their attorneys in fact duly authorized; but 
 until a new trustee shall be appointed by said bondhold- 
 ers as herein authorized, the Railway Company, by an 
 instrument executed under its corporate seal by order 
 of its board of directors or executive committee, may 
 appoint a trustee to fill such vacancy. Every successor 
 trustee under this indenture, however and by whomever 
 appointed, shall always be a trust company having an 
 office in the Borough of Manhattan, in the City and State 
 of New York, and having a capital and surplus aggre- 
 gating at least two million dollars. After any such ap- 
 pointment by the Railway Company, it shall cause notice 
 of such appointment to be published once a week in 
 each of four successive weeks in one daily newspaper 
 published in said Borough of Manhattan, in the City of 
 New York; but any new trustee so appointed by the 
 Railway Company shall immediately, and without fur- 
 ther act, be superseded by a trustee appointed, in the 
 manner above provided, by the holders of a majority in 
 principal amount of the Gold Bonds at the time outstand- 
 ing. 
 
 Section 4. Any successor trustee appointed here- 
 under shall execute, acknowledge and deliver to the Rail- 
 way Company an instrument accepting such appoint- 
 ment hereunder, and thereupon such successor trustee, 
 
44 
 
 without any further act, deed or conveyance, shall be- 
 come vested with the title to the pledged securities, and 
 with all the rights, powers, trusts, duties and obligations 
 of its predecessor in the trust hereunder, with 'like effect 
 as if originally named as trustee herein, and the trustee 
 ceasing to act shall, on the written request of such suc- 
 cessor trustee, assign and transfer the pledged securities 
 or cause the pledged securities to be assigned and trans- 
 ferred to the successor trustee, and shall be entitled to the 
 payment of its charges and expenses theretofore incurred. 
 Upon request of such successor trustee, the Railway 
 Company shall execute and deliver such instruments of 
 assignment and further assurance as may reasonably 
 be required for more fully and certainly vesting in and 
 confirming to such successor trustee all the right, title 
 and interest of the predecessor trustee in and to the 
 pledged securities and such rights, powers, trusts, duties 
 and obligations. All conveyances and instruments here- 
 in provided for shall be at the cost of the Railway 
 Company. 
 
 Section 5. Any corporation resulting from any 
 merger or consolidation to which the trustee at the time 
 being shall be a party, provided such corporation shall 
 be a corporation organized under the laws of the State of 
 New York having a capital and surplus aggregating at 
 least two million dollars and shall do business in the 
 Borough of Manhattan in the City and State of New 
 York, shall be the successor trustee under this indenture, 
 without the execution or filing of any paper or any fur- 
 ther act on the part of any of the parties hereto, anything 
 herein to the contrary notwithstanding. 
 
45 
 
 Section 6. The term the Trustee wherever used in 
 this indenture, means, unless the context shall otherwise 
 require, the trustee for the time being under this inden- 
 ture whether original or successor. 
 
 Section 7. The Trustee may accept the certificate of 
 the President or a Vice-President and the Secretary or 
 an Assistant Secretary of the Railway Company as con- 
 clusive evidence of any fact or facts upon which any ac- 
 tion by the Trustee may depend, or upon which it may 
 desire or require information for the purposes of such 
 action, unless some other method of procedure, or evi- 
 dence, or source of information, is herein provided for; 
 and such certificate shall be full protection to the Trustee 
 for any action taken upon the faith thereof. 
 
 Section 8. The Trustee may treat all moneys re- 
 ceived by it under the provisions of this indenture while 
 held by it hereunder as a general deposit and shall allow 
 interest thereon at the rate generally prevailing among 
 New York City trust companies or allowed by it upon 
 deposits of a similar character. 
 
 ARTICLE EIGHTH. 
 
 Section 1. No holder of any Gold Bond or coupon 
 shall have the right to institute any suit, action or pro- 
 ceeding at law or in equity upon or in respect of this in- 
 denture, or for the execution of any trust or power here- 
 of, or for any other remedy under or upon this indenture, 
 unless such holder shall previously have given to the 
 Trustee written notice of an existing default and of the 
 
46 
 
 continuance thereof as hereinbefore provided; nor un- 
 less also the holders of fifteen per cent, in principal 
 amount of the Gold Bonds at the time outstanding shall 
 have made written request upon the Trustee after the 
 happening of an event of default, and shall have afforded 
 to it reasonable opportunity either to proceed itself to 
 exercise the powers hereinbefore granted, or to institute 
 such action, suit or proceeding in its own name ; nor unless 
 also such holder or holders shall have offered to the Trus- 
 tee adequate security and indemnity against the costs, 
 expenses and liabilities to be incurred in or by reason of 
 such action, suit or proceeding and such notification, re- 
 quest and offer of indemnity are hereby declared, in every 
 such case, at the option of the Trustee, to be conditions 
 precedent to the execution of the powers and trusts of 
 this indenture, and to any action or cause of action for 
 foreclosure or for any other remedy hereunder; it being 
 intended that no one or more holders of the Gold Bonds 
 or coupons shall have any right in any manner whatever 
 to affect, disturb or prejudice the lien of this indenture 
 by his or their action, or to enforce any right hereunder, 
 except in the manner herein provided, and that all pro- 
 ceedings hereunder shall be instituted, had and main- 
 tained in the manner herein provided and for the equal 
 benefit of all holders of the outstanding Gold Bonds and 
 coupons. 
 
 But the foregoing provisions of this Section 1 are in- 
 tended only for the protection of the Trustee, and shall 
 not be construed to affect any discretion or power by any 
 provision of this indenture given to the Trustee to deter- 
 mine whether or not it shall take action in respect of any 
 default without such notice or request from the bond- 
 
47 
 
 holders, or to affect any other discretion or power given 
 to the Trustee. 
 
 Section 2. No delay or omission of the Trustee, or 
 of any holder of Gold Bonds to exercise any right or 
 power accruing upon any default, shall impair any such 
 right or power, or shall be construed to be a waiver of any 
 such default or acquiescence therein; and every power 
 and remedy given by this indenture to the Trustee or to 
 said bondholders may be exercised from time to time and 
 as often as may be deemed expedient by the Trustee or 
 by said bondholders. 
 
 ARTICLE NINTH. 
 
 Section 1. Any request or other instrument required 
 by this indenture to be signed and executed by bondhold- 
 ers may be in any number of concurrent instruments of 
 similar tenor, and may be executed by such bondholders 
 in person, or by an agent or attorney appointed by an 
 instrument in writing. Proof of the execution of any such 
 request or other instrument or of the holding by any per- 
 son of Gold Bonds shall be sufficient for any purpose of 
 this indenture, and shall be conclusive in favor of the 
 Trustee with regard to any action taken by the Trustee 
 under such request or other instrument, if made in the 
 following manner, viz. : 
 
 (a) the fact and date of the execution by any 
 person of any such request or of any other instru- 
 ment in writing may be proved by the certificate 
 of any notary public or other officer authorized to 
 
48 
 
 take, either within or without the State of New 
 York, acknowledgments of deeds to be recorded 
 in said State, certifying that the persons signing 
 such request or other instrument acknowledged to 
 him the execution thereof ; or by the affidavit of 
 a witness to such execution; 
 
 ( b ) the amount of Gold Bonds held by any per- 
 son executing any such request or other instru- 
 ment as a bondholder, and the issue numbers of the 
 Gold Bonds held by such person and the date of his 
 holding the same, may be proved by a certificate 
 executed by any trust company, bank, bankers or 
 other depositary wheresoever situated whose cer- 
 tificate shall be deemed by the Trustee to be satis- 
 factory, showing that, at the date therein men- 
 tioned, such person had on deposit with such de- 
 positary, or exhibited to such depositary, the Gold 
 Bonds numbered and described in such certificate. 
 
 Section 2. As to all registered Gold Bonds and all 
 coupon Gold Bonds registered as to principal, the person 
 in whose name the same shall be registered on the books 
 of the Railway Company shall, for all purposes of this 
 indenture, be deemed and regarded as the owner thereof, 
 and thereafter payment of or on account of the principal 
 of such bond, if it lie a registered coupon bond, and of 
 the principal and interest, if it be a registered bond with- 
 out coupons, shall be made only to or upon the order of 
 such registered holder thereof, but such registration may 
 be changed as above provided. All such payments shall 
 be valid and effectual to satisfy and discharge the lia- 
 bility upon such bonds to the extent of the sum or sums 
 so paid. The Railway Company and the Trustee may 
 
49 
 
 deem and treat the bearer of any coupon Gold Bond 
 which shall not at the time be registered as to principal, 
 and the bearer of any coupon for interest on any coupon 
 bond, whether such bond shall be registered as to prin- 
 cipal or not, as the absolute owner of such bond or cou- 
 pon for the purpose of receiving payment thereof, and 
 for all other purposes whatsoever, and the Railway 
 Company and the Trustee shall not be affected by any 
 notice to the contrary. 
 
 ARTICLE TENTH. 
 
 Section 1. If when the Gold Bonds shall have be- 
 come due and payable the Railway Company shall well 
 and truly pay or cause to be paid the whole amount of 
 the principal and interest due upon all said bonds then 
 outstanding, or shall provide for such payment by de- 
 positing with the Trustee hereunder, within six months 
 before the maturity of said bonds, for the payment of 
 said bonds and interest thereon, the entire amount due 
 or to become due for such principal and interest, and 
 shall also pay or cause to be paid all other sums pay- 
 able hereunder by the Railway Company, and shall well 
 and truly keep, perform and observe all the things 
 herein required to be kept, performed and observed by 
 it according to the true intent and meaning of this inden- 
 ture, then and in that case the estate, right, title and 
 interest of the Trustee in the pledged securities shall 
 thereupon cease, determine and become void, and the 
 Trustee shall in such case, on written demand of the 
 Railway Company, and at the cost and expense of the 
 latter, execute an instrument of satisfaction and dis- 
 charge of this indenture, and such instruments of as- 
 
50 
 
 sigmnent and transfer in respect of the pledged securi- 
 ties at that time subject to the lien hereof as may be 
 necessary or appropriate. 
 
 ARTICLE ELEVENTH. 
 
 Section 1. Nothing in this indenture expressed or 
 implied is intended or shall be construed to confer upon, 
 or to give to, any person or corporation other than the 
 parties hereto and the holders of Gold Bonds and the 
 appurtenant coupons, any right, remedy or claim under 
 and by reason of this indenture or any covenant, condi- 
 tion or stipulation hereof ; and all the covenants, stipula- 
 tions, promises and agreements in this indenture con- 
 tained shall be for the sole and exclusive benefit of the 
 parties hereto and their successors, and of the holders 
 of the Gold Bonds and the coupons appertaining thereto. 
 
 Section 2. No recourse under any obligation, cov- 
 enant or agreement of this indenture, or of any Gold 
 Bond or coupon issued hereunder, shall be had against 
 any incorporator, stockholder, officer or director, past, 
 present or future, of the Railway Company, by the en- 
 forcement of any assessment or by any legal or equitable 
 proceeding by virtue of any statute or otherwise; it be- 
 ing expressly agreed and understood that this indenture 
 and the obligations hereby secured are solely corporate 
 obligations, and that no personal liability whatever shall 
 attach to, or be incurred by, the incorporators, stock- 
 holders, officers or directors, past, present or future, of 
 the Railway Company, or any of them, under or by rea- 
 son of any of the obligations, covenants or agreements 
 contained in this indenture, or in any of the Gold Bonds 
 
51 
 
 or coupons issued hereunder, or implied therefrom, and 
 that any and all personal liability, either at common law 
 or in equity, or by statute or constitution, of every such 
 incorporator, stockholder, officer or director, is hereby 
 expressly waived as a condition of, and consideration for, 
 the execution of this indenture and the issue of such 
 bonds and coupons. 
 
 ARTICLE TWELFTH. 
 
 Section 1. Nothing in this indenture shall prevent 
 the consolidation of the Railway Company with any other 
 company, or the merger into the Railway Company of 
 any other company, or the merger of the Railway Com- 
 pany into any other company, or the sale by the Railway 
 Company of its property as an entirety, or the reincor- 
 poration of the Railway Company as a Federal Corpora- 
 tion in accordance with the requirements or permission 
 of any Act of Congress in that behalf ; provided that any 
 such consolidation or merger or sale or reincorporation 
 shall be on such terms as to preserve and not to impair 
 the lien and security of this indenture and the rights and 
 powers of the Trustee and of the holders of the Gold 
 Bonds ; and provided further that the corporation formed 
 by such consolidation, or into which the Railway Company 
 shall be merged or reincorporated, or to which the Rail- 
 way Company shall sell its property as an entirety, shall 
 as a part of such consolidation or merger or reincorpora- 
 tion, and as a condition of any such sale of the property 
 of the Railway Company as an entirety, simultaneously 
 execute and deliver a proper indenture to the Trus- 
 
52 
 
 tee, in form satisfactory to the Trustee, whereby such 
 corporation shall assume the due and punctual payment 
 of the principal and interest of all the Gold Bonds and 
 the performance of all the covenants and conditions of 
 this indenture. 
 
 Section 2. The corporation formed by such consoli- 
 dation or into which the Railway Company shall have 
 been merged or reincorporated, or to which such sale 
 shall have been made, having executed such indenture 
 with the Trustee, whereby such corporation shall assume 
 the due and punctual payment of all the Gold Bonds and 
 the performance of all the covenants and conditions of 
 this indenture, shall succeed to and be substituted for the 
 Railway Company, with the same effect as if it had been 
 named herein as the party of the first part hereto. 
 
 For every purpose of this indenture, the term Rail- 
 way Company includes and means, not only Central of 
 Georgia Railway Company, but also any such successor 
 corporation. Every such successor corporation shall pos- 
 sess, and from time to time may exercise, each and every 
 right and power hereunder of Central of Georgia Rail- 
 way Company in its name or otherwise; and any act or 
 proceeding by any provision of this indenture required 
 to be done or performed by any board or officer of the 
 Railway Company may be done and performed with 
 like force and effect by the like board or officer of any 
 corporation that shall at the time be such lawful suc- 
 cessor of the Railway Company. 
 
53 
 
 In Witness Whereof the Railway Company has 
 caused its corporate seal to be hereunto affixed and this 
 Indenture to be signed by its President or a Vice- 
 President and by its Secretary or an Assistant Secre- 
 tary, and the Trustee, in token of its acceptance of this 
 trust, has caused its corporate seal to be hereunto affixed 
 and this Indenture to be signed by its President or one of 
 its Vice-Presidents and by its Secretary or an Assistant 
 Secretary, as of the day and year first above written, in 
 triplicate. 
 
 Central of Georgia Railway Company, 
 [corporate seal] by A. R. Lawton, 
 
 President. 
 
 Attest : 
 
 Chas. F. Groves, 
 Secretary. 
 
 Guaranty Trust Company of New York, 
 [corporate seal] by F. J. H. Sutton, 
 
 Vice-President. 
 
 Attest : 
 
 H. A. Duncan, 
 
 Ass’t. Secretary. 
 
I 
 
 54 
 
 State of New York,) 
 
 County of New York,) SS " 
 
 I, A. E. Burke, a notary public in and for the 
 county and state aforesaid, do certify that on this 11th 
 day of June, A. D. 1919, before me personally came Alex- 
 ander R. Lawton, President of Central of Georgia Rail- 
 way Company, to me personally known, whose name 
 is signed to the foregoing writing, and who being by 
 me duly sworn, deposed and said: that he resides in 
 the City of Savannah, Georgia; that he is President of 
 Central of Georgia Railway Company, one of the cor- 
 porations described in and which executed the above 
 instrument; that he knows the corporate seal of said 
 Company; that the seal affixed to the said instrument 
 is such corporate seal; that it was so affixed by order 
 of the Board of Directors of said Company; and that 
 he signed his name thereto as President by like authority. 
 
 And the said Alexander R. Lawton further deposed 
 and said: that lie was acquainted with Clias. E. Groves 
 and knew him to be the Secretary of said Company; that 
 the signature of said Clias. E. Groves subscribed to said 
 instrument is in the genuine handwriting of said Clias. F. 
 Groves and was thereto subscribed by the like order of 
 said Board of Directors in the presence of him, the said 
 Alexander R. Lawton. 
 
 And the said Alexander R. Lawton acknowledged said 
 writing before me in my county aforesaid to be the free 
 and voluntary act and deed of said corporation for the 
 uses and purposes therein set forth. 
 
 Given under my hand and official seal this lltli 
 day of June, 1919. 
 
 A. E. Burke, 
 
 Notary Public, New York County, 
 (Seal) New York County Clerk’s No. 356. 
 
 New York Register’s No. 10024. 
 
 My Commission expires March 
 30, 1920. 
 
55 
 
 State op- New York,) 
 
 7 ^ ^ • 
 
 County of New York, j 
 
 I, A. E. Burke, a notary public in and for the 
 county and state aforesaid, do certify that on this 11th 
 day of June, A. D. 1919, before me personally came 
 F. J. H. Sutton, one of the Vice-Presidents of 
 Guaranty Trust Company of New York, to me person- 
 ally known, whose name is signed to the foregoing writ- 
 ing, and who being by me duly sworn, deposed and said : 
 that he resides in the City of New York; that he is one of 
 the Vice-Presidents of Guaranty Trust Company of New 
 York, one of the corporations described in and which 
 executed the above instrument; that he knows the cor- 
 porate seal of said Company ; that the seal affixed to said 
 instrument is such corporate seal; that it was so affixed 
 by order of the Board of Directors of said Company; and 
 that he signed his name thereto as Vice-President by like 
 authority. 
 
 And the said F. J. H. Sutton further deposed and 
 said: that he was acquainted with H. A. Duncan and 
 knew him to be one of the Assistant Secretaries of said 
 Company; that the signature of said II. A. Duncan 
 subscribed to said instrument is in the genuine handwrit- 
 ing of said H. A. Duncan and was thereto subscribed 
 by the like order of said Board of Directors and in the 
 presence of him the said F. J. H. Sutton. 
 
 And the said F. J. II. Sutton acknowledged said 
 writing before me in my county aforesaid to be the free 
 and voluntary act and deed of said corporation for the 
 uses and purposes therein set forth. 
 
 Given under my hand and official seal this lltli day 
 of June, 1919. 
 
 A. E. Burke, 
 
 Notary Public, New York County, 
 (Seal) New York County Clerk’s No. 356. 
 
 New York Register’s No. 10024. 
 
 My Commission expires March 
 30, 1920. 
 
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