d./Mv 
 
 ZLbte Unbenture, made and entered into 
 
 the first day of April, in the year of onr Lord 
 One Thousand Eight Hundred and Ninety-one, by and 
 between the Elgin Joliet and Eastern Railway Company, 
 a corporation existing under and by virtue of the laws of 
 the States of Illinois and Indiana, party of the first part, 
 hereinafter referred to as the Railway Company, and the 
 Central Trust Company of New York, a corporation cre- 
 ated by and existing under the laws of the State of New 
 York, and John M. Butler, of Indianapolis, in the State of 
 Indiana, parties of the second part, as Trustees, for the uses 
 and purposes hereinafter expressed, 
 
 TOUtnessetb : 
 
 That, whereas, the Railway Company now owns and op- 
 erates a line of railway from McCool, Indiana, to Wauke- 
 gan, Illinois, with branches or feeders extending from Nor- 
 mantown, Illinois, to Aurora, Illinois, and from Walker, 
 Illinois, to Coster, Illinois, and the Railway Company pro- 
 poses to acquire, from time to time, by construction, pur- 
 chase, consolidation, lease or otherwise, such real estate, 
 extensions, branches, feeders and other lines of connecting 
 railway within and without the States of Illinois and Indiana 
 as the Railway Company now is or hereafter may be author- 
 ised to construct, purchase, consolidate with, lease or other- 
 wise acquire; and 
 
 Whereas, the Railway Company has power to borrow 
 money for use in and about its corporate purposes, and to 
 enable it to construct, complete, equip, improve, and main- 
 o tain its line of railway and branches now owned or to be 
 acquired, as aforesaid, and has power to issue its corporate 
 bonds to pay for the acquisition, construction, completion, 
 
 . improvement and equipment of its lines of railway acquired 
 
2 
 
 or to be acquired, as aforesaid, and has power to secure the 
 payment of said bonds by the execution and delivery of a 
 mortgage or deed of trust of and upon all its lines of railway 
 acquired or to be acquired, as aforesaid, its corporate prop- 
 erty, rights, powers, privileges and franchises, including the 
 right to be a corporation, and all other property or property 
 rights owned or to be owned, or in any manner acquired by 
 the Railway Company within and without the said States of 
 Illinois and Indiana; and 
 
 Whereas, there are now outstanding five thousand four 
 hundred seventy-nine (5,479) bonds of $1,000 each, se- 
 cured by a deed of trust or mortgage on the property 
 and franchises’ of the Railway Company, dated Novem- 
 ber first, A. D. 1888, and made by the Railway Company 
 to the Union Trust Company of New York, and John 
 M. Butler, of Indianapolis, as trustees, and the Railway Com- 
 pany deeming it necessary and advisable to retire said bonds 
 and secure a release of said mortgage, and to provide ade- 
 quately for this purpose and its other purposes as above set 
 forth, has, acting by its Board of Directors and at a meeting 
 of its stockholders called and held in accordance with law, 
 duly resolved to again exercise the borrowing power con- 
 ferred upon it by law, and has authorized its President or 
 Vice-president and Secretary, for the time being from time 
 to time, to execute in its corporate name and to issue and 
 dispose of its corporate bonds for the retirement of its out- 
 standing bonds as above recited, and for any or all of the 
 lawful purposes of the Railway Company contemplated as 
 hereinbefore recited, as its Board of Directors may from time 
 to time direct; provided that the aggregate of all bonds so 
 issued for all purposes shall never exceed the sum of ten 
 million dollars; and 
 
 Whereas, for the purpose of securing the payment of the 
 bonds so to be issued, the Railway Company has authorized 
 and directed its President and Secretary to execute in its cor- 
 
3 
 
 porate name, on its behalf and under its corporate seal, and to 
 deliver to the Central Trust Company of New York and to 
 John M. Butler of Indianapolis, in the State of Indiana, a mort- 
 gage or deed of trust bearing date the first day of April, one 
 thousand eight hundred and ninety-one, conveying the railway 
 of the Railway Company with its branches as aforesaid with 
 their equipment and all property and rights now owned or 
 which may hereafter be acquired or created by the Railway 
 Company, by purchase, construction, consolidation or other- 
 wise, and all property and property rights of every name and 
 nature acquired and to be acquired, real, personal and mixed, 
 in possession or expectancy (excepting always telegraph and 
 telephone lines) and all corporate rights, powers, privileges 
 and franchises of the Railway Company, including the right 
 to be a corporation ; and 
 
 Whereas, each of said bonds is to be substantially in the 
 words and figures following, subject only to the necessary 
 variation as to the number thereof, each of said bonds being 
 for the sum of $1,000, and numbered from one upwards, to wit : 
 
 No $1,000.00. 
 
 UNITED STATES OF AMERICA. 
 
 Five per Cent. First Mortgage Goed Bond 
 of the 
 
 ELGIN, JOLIET AND EASTERN RAILWAY COMPANY. 
 Know aee Men by these Presents : 
 
 That the Elgin, Joliet and Eastern Railway Company (hereinafter 
 called the Railway Company), for value received, acknowledges itself 
 indebted to the bearer, or, in case of registration, to the registered holder 
 hereof, in the sum of One Thousand Dollars, which indebtedness it 
 promises to pay on the first day of May, in the Year of our Lord One 
 Thousand Nine Hundred and Forty-one, and also interest thereon in 
 the meantime, from May i, 1891, at the rate of five per cent, per 
 annum, payable semi-annually, on the first days of May and November 
 in each year, on the presentation and surrender of the annexed coupons, 
 as they severally become due, both principal and interest being payable 
 
4 
 
 in gold coin of the United States of America, of the present standard of 
 weight and fineness, at the office of the agency of the Railway Com- 
 pany, in the City’' of New York, and without deduction, from either 
 principal or interest, of any tax or taxes which said Company may be 
 lawfully required to pay or retain therefrom, by any present or future 
 laws of the United States, or any of the States thereof, the Company 
 hereby agreeing to assume the payment of all such taxes. No recourse 
 shall be had for the payment of the principal or interest of this bond to 
 any stockholder, officer or director of the Railway Company, either 
 directly or through the Railway Company, by virtue of any statute, or 
 by the enforcement of any assessment or otherwise. In no case shall 
 any claim be made or advantage taken of any valuation, appraisement, 
 redemption or extension laws by the Railway Company, its successors 
 or assigns. 
 
 This bond is one of a series of bonds, of like amount, tenor and effect, 
 and numbered consecutively from one upward, issued and to be issued 
 by the Railway Company, under its chartered and statutory powers, 
 which bonds are limited not to exceed an aggregate amount for all pur- 
 poses, of $10,000,000. Said bonds, without reference to the time of 
 actual issue, are as to both principal and interest, secured by and sub- 
 ject to the terms of a deed of trust and mortgage, bearing date the first 
 day of April, one thousand eight hundred and ninety-one, duly exe- 
 cuted and delivered by . the said Railway Company, to the Central Trust 
 Company of New York, and to John M. Butler, of Indianapolis, in the 
 State of Indiana, as Trustees, conveying the railway of the Railway 
 Company, now held or hereafter acquired or created, whether by con- 
 struction, purchase, consolidation or otherwise, and the equipment 
 thereof, together with all its corporate property (except telegraph and 
 telephone lines), revenues, rights, powers and franchises, including the 
 right to be a corporation, in said deed of trust or mortgage more specif- 
 ically mentioned. 
 
 This bond shall pass by delivery, or by transfer on the books of the 
 company at its agency in the City of New York. After a registration 
 of ownership certified hereon by the transfer agent of the company, no 
 transfer shall be valid except upon the books at the transfer agency, 
 unless the last transfer be to bearer, which shall restore its transfera- 
 bility by delivery. But this bond shall continue subject to successive 
 registrations and transfers to bearer, as aforesaid, at the option of each 
 holder, provided the coupons issued with the same and yet to mature 
 are attached to the said bond. 
 
 The coupon shall in all cases be payable to bearer, whether the bond 
 itself is registered or not. 
 
5 
 
 This bond shall be valid only when authenticated by the certificate en- 
 dorsed hereon by the said Trust Company, Trustee, that it is one of the 
 bonds secured by said deed of trust and mortgage, as above set forth. 
 
 In Witness Whereof, the said Elgin, Joliet and Eastern Railway 
 Company has caused its corporate seal to be hereto affixed, and the 
 same to be attested by the signature of its President or Vice-president 
 and Secretary and has also caused the signature of its Treasurer to be 
 engraved on the coupons hereto annexed, on the first day of April, 
 one thousand eight hundred and ninety-one. 
 
 Elgin, Joliet and Eastern Railway Company, 
 
 By , President. 
 
 , Secretary. 
 
 (Form of Trustees’ Certificate.) 
 
 This is to certify that this bond is one of the bonds of one thousand 
 dollars each, described in and secured by the mortgage within referred to. 
 
 Central Trust Company of New York, Trustee. 
 
 By , President. 
 
 (Form of Coupon.) 
 
 No $25.00. 
 
 On the first day of , A. D. 18 , the Elgin, Joliet and 
 
 Eastern Railway Company will pay to the bearer $25 in gold coin at 
 its office or agency, in the City of New York, being six months’ 
 interest on its first mortgage five per cent, bond, No. 
 
 , Treasurer. 
 
 Now, Therefore, in consideration of the premises and in 
 consideration of the sum of One Dollar, to it paid by the 
 said Trustees, and other valuable considerations, the receipt 
 whereof is hereby acknowledged, and in execution of the 
 powers in this behalf conferred by law, 
 
 This Indenture Witnesseth, that the said Elgin, Joliet 
 and Eastern Railway Company hath granted, bargained, 
 sold and assigned, and by these presents doth grant, bar- 
 gain, sell, convey, assign, transfer and deliver unto the 
 
6 
 
 said Central Trust Company of New York, and to John M. 
 Butler, of Indianapolis, in the State of Indiana, and their 
 successors in this trust, all and singular its line of railway, 
 to wit: from McCool, Indiana, to Waukegan, Illinois, with 
 its branches or feeders extending from Normantown, Illi- 
 nois, to Aurora, Illinois, and from Walker, Illinois, to 
 Coster, Illinois, and its railway property within or without 
 the States of Illinois and Indiana, either already located and 
 constructed or hereafter to be acquired or created by pur- 
 chase, location, construction, consolidation or otherwise, in- 
 cluding also its leasehold rights now existing or hereafter to 
 arise in and to any railway or railway property within or 
 without the States of Illinois and Indiana, and including also 
 all double or additional tracks which the Railway Company 
 now has or shall acquire, wherever situated, meaning and in- 
 tending hereby to convey all the right, title, interest and estate 
 of the said Railway Company in its present and future lines 
 of railroad and in the property, rights, privileges, immu- 
 nities and franchises thereto belonging, including the right 
 to be a corporation, and meaning and intending hereby to 
 convey both the present and all in future to be acquired 
 property, rights and franchises of the Railway Company, as 
 fully and to the same effect as if the same were herein more 
 specifically designated and described, including all rights of 
 way, depot-grounds, lands, depots, machine-shops, engine- 
 houses, freight-houses and other structures, tracks, turn-outs, 
 switches, bridges, viaducts, culverts, fences, machinery, fix- 
 tures, tools, implements, fuel, supplies and material for con- 
 structing, maintaining and operating, repairing and replacing 
 its present and future lines of railroad, and all locomotives, 
 tenders, passenger, mail, baggage, freight and stock cars, 
 and other rolling stock and equipment, and including also all 
 revenues, rates, tolls, sums of money or income arising or to 
 arise from said lines of railway or other the premises herein- 
 before expressed to be conveyed or any of them, or any part 
 
7 
 
 thereof, and all property, real, personal and mixed, of every 
 name and nature, now or hereafter held, owned or acquired 
 by said railway company. 
 
 Nevertheless hereby specifically excluding, reserving and 
 excepting from this mortgage and its lien and provisions, 
 any and all telegraph and telephone lines and their ap- 
 purtenances, now or hereafter owned by said railroad com- 
 pany, or constructed by it or by any person with its consent. 
 
 To Have and to Hold all and singular the above men- 
 tioned and described line and lines of railway, rolling stock, 
 franchises and other property acquired and to be acquired, 
 and all other the premises hereinbefore expressed to be con- 
 veyed with the appurtenances, unto and to the use of the 
 said Central Trust Company of New York, and said John 
 M. Butler, of Indianapolis, and their successors in this trust, 
 but in trust for the purposes and upon the trusts and con- 
 ditions hereinafter expressed of and concerning the same — 
 that is to say : 
 
 First. No bond shall be issued or valid hereunder, unless 
 authenticated by a certificate endorsed thereon by the Cen- 
 tral Trust Company of New York, of the parties of the sec- 
 ond part hereto, that it is one of the bonds described in and 
 secured by this mortgage or deed of trust. All the bonds 
 issued, as hereinbefore provided, shall be first mortgage 
 bonds upon all the property herein described, upon and after 
 the release of the aforesaid mortgage of November ist, A.D, 
 1888, as herein provided, and shall be equally secured under 
 this indenture without preference, priority or discrimination 
 on account of, and without reference to, the times of the actual 
 issue of said bonds or any thereof, and shall be signed by 
 the President and Secretary, for the time being at the time 
 of issue, and all the coupons shall bear the engraved signa- 
 ture of the present Treasurer of the Railway Company. 
 The Railway Company covenants that the aggregate of all 
 the bonds issued and authenticated by said Trust Company 
 
8 
 
 for all purposes under this mortgage, shall never exceed 
 the sum of ten million dollars ($10,000,000), and that 
 it shall and will pay the principal and interest of said bonds 
 to the several holders or owners thereof, when and as the 
 same shall become due and payable according to the tenor 
 and effect of said bonds and coupons. 
 
 Second . The said Central Trust Company of New York, 
 Trustee, shall authenticate and deliver 5,479 of the bonds 
 secured hereby, either (1) upon the satisfaction and re- 
 lease of the mortgage of the Railway Company, dated 
 November 1, 1888, such satisfaction and release to be 
 evidenced to the said Trustee by the delivery to it of 
 a certificate of the Union Trust Company of New York of 
 the cancellation or destruction of the 5,479 bonds now out- 
 standing as aforesaid, together with a release of said mort- 
 gage, executed by the Trustees therein named, with certifi- 
 cates endorsed thereon of the record of such release in the 
 counties in which the existing lines of railway hereby mort- 
 gaged are located ; or (2) upon surrender to the said Trustee 
 hereunder of the 5,479 bonds of the Railway Company now 
 outstanding as aforesaid. And in the latter event, and as 
 soon as may be after the surrender of the 5,479 bonds of the 
 Railway Company now outstanding as aforesaid, said bonds 
 shall be cancelled and a deed of release of said mortgage to 
 the Railway Company by the Trustees therein shall be duly 
 executed and recorded. The Railway Company covenants 
 that it will not execute and deliver any more bonds under 
 the aforesaid mortgage of November 1st, 1888. 
 
 The remaining 4,521 bonds of the series secured hereby, 
 shall be authenticated by the said Central Trust Company 
 of New York, Trustee, as herein provided, but only when, 
 as, and to the extent that consent to their issue shall 
 be given from time to time by a majority in amount of 
 the stockholders of the Railway Company by resolution 
 adopted at either an annual or special meeting. When- 
 ever, from time to time, the Railway Company by its 
 
9 
 
 Board of Directors shall, by resolution, request the issue 
 and authentication of said 4,521 bonds, or any of them (for 
 the issue of which bonds consent shall have been given by 
 the stockholders), and shall specify that the said bonds to 
 the amount called for in such resolution, or their proceeds 
 have been used for the construction or acquisition of ad- 
 ditional lines of railway, as extensions or branches, or 
 feeders, of or to the then existing lines of railway mort- 
 gaged hereunder, or for the purchase of additional real estate, 
 or for betterments, new construction, or the purchase of ad- 
 ditional property, upon, along or appurtenant to the then ex- 
 isting lines of railway mortgaged hereunder, and shall state 
 the actual cost of such additional lines of railway, or of such 
 purchase, acquisition, betterments, or construction, and shall 
 give a brief description thereof, and the accuracy of the state- 
 ment of cost and description contained in said resolution and 
 the fact that the property described is free from all mortgage 
 incumbrance prior to the lien hereof shall be made to appear 
 by the certificate of the President or Vice-president and the 
 engineer of the Railway Company, it shall be the duty of 
 the Trust Company to authenticate and to return to the 
 said Railway Company the bonds of the company secured 
 hereby, to the amount called for in such resolution, but not 
 exceeding such cost. Provided, however, that the Rail- 
 way Company, by its Board of Directors, may, from time 
 to time, request the issue and authentication of bonds 
 hereunder (of which the issue shall have been duly 
 consented to by the stockholders as above provided) 
 up to 250 bonds by resolution, stating that said 
 bonds or their proceeds will be specifically set apart 
 and as speedily as may be will be specifically applied 
 to the construction or acquisition of additional lines of rail- 
 way, as aforesaid, or to the purchase of additional real estate, 
 betterments, new construction or the purchase of additional 
 property, as aforesaid, and it shall be the duty of the Trust 
 Company thereupon to authenticate and return to the 
 
IO 
 
 Railway Company up to 250 of said bonds. The 
 President (or Vice-President) and Engineer shall as 
 soon as may be thereafter present to the Central Trust 
 Company of New York, their certificate stating that the 
 application of said bonds or their proceeds, designated 
 in such resolution, has actually been made, and shall state 
 therein the actual cost to that time of the additional lines of 
 railway, as aforesaid, or of the additional real estate, better- 
 ments, new construction or additional property, as aforesaid, 
 and shall give a brief description thereof Upon the filing of 
 such certificate accounting for the disposition of the bonds 
 authenticated under the resolution last above provided for, the 
 Railway Company may again, by like resolution, request the 
 authentication and delivery of bonds up to the extent of two 
 hundred and fifty thousand dollars, and upon the filing of 
 certificates as above provided, may repeat such request in 
 like manner again and again, but at no time shall the ag- 
 gregate par value of bonds delivered in advance to said Rail- 
 way Company, and unaccounted for, exceed two hundred 
 and fifty thousand dollars. 
 
 In case, however, any of said additional lines of railway, 
 or other property, or any part thereof, should be in counties, 
 in which this mortgage shall not have been previously 
 recorded (which fact shall be made apparent in the de- 
 scription thereof as verified by the President or Vice-Pres- 
 ident and Chief Engineer), certificates of the record of 
 this mortgage in such counties shall be filed with the Trust 
 Company before the certification or delivery of the bonds 
 called for in such resolutions. 
 
 Third . The party of the first part hereby covenants that 
 it will, from time to time hereafter, and as often as there- 
 unto reasonably requested in writing by the parties of the 
 second part or their successors in the trusts hereby created 
 or by the holders of a majority of the said bonds, execute 
 and deliver any and all further deeds, covenants and as- 
 
surances in law for the purpose of vesting in and assuring 
 unto the said parties of the second part and their successors 
 in the said trust herein expressed the premises, property, 
 rights and franchises hereby mortgaged, whether now owned 
 or possessed or hereafter acquired by the said party of 
 the first part, as by the said trustees or the holders of 
 a majority of the bonds, may be advised or required. 
 This indenture is executed upon the express condition 
 that upon the payment of the principal and interest of 
 all the bonds issued hereunder and herein provided for, 
 according to the tenor thereof and of the coupons thereto 
 annexed, all the estate, right, title and interest of the said 
 trustees or their successors shall cease, determine and be- 
 come void, and all the property, franchises and rights herein 
 granted shall revert to and revest in the said railway com- 
 pany, its successors and assigns, without any acknowledgment 
 of satisfaction, reconveyance, re-entry or other act. 
 
 Fourth. Until default shall be made in the payment of the 
 principal or interest of said bonds or on some one or more 
 of them, according to the tenor thereof or of the coupons 
 thereto annexed, or until default or breach in the perform- 
 ance or observance of any other condition, obligation or 
 requirement by the said bonds or by this indenture imposed 
 on the Railway Company or its successors in reference to 
 the said bonds, the said Railway Company shall be suffered 
 and permitted to possess, manage, operate and enjoy the 
 said railway with its equipments and appurtenances and all 
 lands, premises, property and franchises hereinbefore de- 
 scribed as conveyed hereby, to receive, take and use the 
 tolls, incomes, revenues, rents, issues and profits thereof in 
 the same manner and with the same effect as if this deed 
 had not been made. 
 
 The Railway Company covenants and agrees to keep the 
 mortgaged property in reasonable repair and condition, and 
 to keep insured all its property usually insured by Railway 
 
12 
 
 Companies and in the same manner and to the same extent, 
 and to pay and discharge all taxes, assessments or other 
 liability and governmental charges upon the mortgaged 
 premises, property and franchises, and to pay the principal 
 and interest of the bonds secured hereunder without deduc- 
 tion of any tax or taxes which it may be lawfully required 
 to pay or retain therefrom by any present or future laws of 
 the United States or any of the states thereof. 
 
 Fifth. The said trustees shall have full power, upon writ- 
 ten request of the Railway Company, to convey by way of 
 release or otherwise, to the persons designated by the Rail- 
 way Company, any lands or real estate which in their judg- 
 ment and discretion shall not be necessary for use in connec- 
 tion with said railway ; provided, however, that the proceeds 
 of such real estate shall be invested in real estate or other 
 permanent property or equipment ; or, if the proceeds be 
 not invested as aforesaid, they shall be invested in the pur- 
 chase and cancellation of bonds secured hereby, if obtained 
 at a reasonable price in the discretion of the trustees ; and 
 until default as aforesaid, the Railway Company may sell, 
 exchange or otherwise dispose of such materials, rolling 
 stock and other movable property at any time held or 
 acquired for the use of the Railway Company, as may have 
 become unfit for such use or are not needed for the purposes 
 of the road upon the Railway Company renewing the same 
 or replacing the same by new or substituting therefor other 
 property of equal or greater value ; and all the property 
 acquired under the provisions of this article shall immedi- 
 ately be and become, without any other act or conveyance 
 upon the part of the Railway Company subject to the opera- 
 tion and lien of these presents. 
 
 Sixth. The party of the first part further expressly cove- 
 nants and agrees that it shall and will, at the expiration of 
 thirty days after any installment of interest secured hereby 
 may become due and payable, deposit with the Central 
 
i3 
 
 Trust Company of New York, a sum sufficient to pay all 
 such installments of interest or any part thereof, as may 
 then remain unpaid, as a special fund for the payment of 
 such interest remaining unpaid, and this shall relieve the 
 Railroad Company of any further liability for the same ; 
 and upon such deposit being made the money so deposited 
 shall thereafter be and remain the only fund for the pay- 
 ment of such installment of interest or any part thereof, or 
 such deposit may be made with the bank or bankers who 
 may from time to time be selected by the Company to pay 
 its coupons, but in the last event such deposit shall not re- 
 lieve the Railroad Company of any further liability for the 
 same, and the money so deposited, whether with the said 
 Trust Company or such other bank or bankers, shall be ap- 
 propriated solely for the purpose of paying such unpaid in- 
 stallment of interest, and shall not be withdrawn or applied 
 to any other purpose than the payment of such unpaid in- 
 stallments of interest, until the expiration of the period lim- 
 ited by the Statute of Limitations of the State of New York, 
 for the recovery in actions for said interest against the de- 
 pository when it shall be paid to the party of the first part. 
 
 Seventh. In case the Railway Company, its successors or 
 assigns, shall make default in the payment of principal or 
 interest of any of said bonds according to the tenor thereof, 
 or of the coupons thereto belonging, and such default shall 
 continue for a period of sixty days, or if the Railway Com- 
 pany, its successors or assigns shall make default or breach 
 in the performance or observance of any other condition, 
 obligation or requirement, by the said bonds or by this in- 
 denture imposed, and such default shall continue for a period 
 of sixty days, then and in either of such cases it shall be 
 lawful for the said trustees to enter into and upon and to 
 take and possess all and singular the railway and all the 
 premises hereinbefore expressed to be conveyed, or any of 
 them, or any part or parcel thereof respectively, and to 
 
14 
 
 have, hold and use the same and to work and operate by 
 their superintendents, managers, receivers or servants or 
 other attorneys or agents, the said railway, and to conduct 
 the business thereof and to make from time to time such 
 repairs and replacements and such useful alterations, addi- 
 tions and improvements therein and thereto as may seem 
 to them to be judicious or convenient, and to collect and re- 
 ceive all tolls, freights, revenues, incomes, rents, issues and 
 profits of the said railway and premises, and of every part 
 or parcel thereof, and after deducting and defraying the ex- 
 penses of working and operating said railway and conduct- 
 ing the business thereof and of all the said repairs, replace- 
 ments, alterations, additions and improvements, and all 
 payments which may be made for charges or liens of any 
 kind prior to the lien of these presents, and all other ex- 
 penses and outgoings whatsoever incurred in relation 
 thereto, as well as just compensation for their own services 
 and for the services of such attorneys and counsel and all 
 other agents and persons as may have been employed, the 
 said trustees shall apply the moneys arising from such col- 
 lection and receipt as aforesaid in or toward the payment of 
 interest on the said bonds in the order in which the said in- 
 terest shall have become due ratably to the persons holding 
 the coupons evidencing the right to such interest, and after 
 paying all interest coupons which shall have become due, if 
 a surplus shall remain they shall pay over such surplus and 
 restore and deliver all and singular the railway and all the 
 premises taken and possessed as aforesaid to the Railway 
 Company, its successors or assigns, or as any court of com- 
 petent jurisdiction shall order. 
 
 Eighth. In case of any default as aforesaid, and continua- 
 tion thereof as aforesaid for sixty days, it shall likewise be 
 lawful for the said trustees, either after such entry as afore- 
 said, or other entry, or without entry, by their attorneys or 
 agents, to sell and dispose of all and singular the premises 
 
J 5 
 
 and property hereby conveyed, or any part thereof, at pub- 
 lic auction, in the city of New York and State of New York, 
 or in the city of Indianapolis and State of Indiana, or in 
 the city of Chicago and State of Illinois, in the discre- 
 tion of said trustees, at such time as they may appoint, 
 first giving notice of said sale, and of the time, place and 
 terms thereof, by advertisement daily for the term of four 
 weeks in some newspaper published in said city of 
 New York, and also in some newspaper published in 
 whichever of the other of the said cities the said sale may 
 be appointed to be held. The sale of said property shall be 
 for cash, either payable in hand, or one-third in hand and the 
 balance in two annual installments, with interest, as the said 
 trustees may deem advisable. The proceeds of sale shall be 
 applied first in payment of the expenses connected with said 
 sale and trust, including the compensation of the trustees, 
 and all charges incurred by them as such trustees. And 
 secondly, in payment of the principal of and the unpaid in- 
 terest on the said several bonds ratably, and without dis- 
 crimination as to holders, or as between principal and 
 interest, and if, after paying in full said principal and in- 
 terest, there shall be any money remaining in the 
 hands of said trustees, they shall pay the same to the 
 Railway Company, its successors or assigns. The said 
 trustees shall have power to adjourn said sale from time 
 to time, at their discretion, and if adjourned to another 
 day, they make said sale at the time appointed, without 
 further notice by advertisement ; and said trustees shall 
 have power to make and deliver to the purchaser or pur- 
 chasers at said sale good and sufficient deeds of conveyance 
 of the property sold. And it is further declared and agreed 
 that the receipt of said trustees shall be a sufficient dis- 
 charge to the purchaser or purchasers of the premises which 
 shall be sold as aforesaid, for his or their purchase money 
 and such purchasers shall not, after the payment of such 
 
i6 
 
 purchase money, be liable to see to its application upon or 
 to the purposes or trusts of these presents, or to be in any 
 manner answerable for any loss, misapplication or non-ap- 
 plication of such purchase money or any part thereof, or be 
 obliged to inquire into the necessity or expediency of or for 
 any such sale ; provided, however, that no sale shall be 
 made by such trustees as aforesaid, except upon demand of 
 the holders of not less than a majority of the said bonds then 
 outstanding. 
 
 Ninth. In case of default in the payment of interest of 
 any of the said bonds, which default shall continue for sixty 
 days, then, upon written notice to the Railway Company, 
 which notice said trustees may give upon their own motion, 
 and shall give, if requested in writing, by a majorit}^ in in- 
 terest of the bonds then outstanding, the principal of all of 
 said bonds shall become at once due and payable, and shall 
 be so held and deemed for the purpose of foreclosure and 
 sale in any of the methods here provided, and for all other 
 purposes whatsoever ; and in case of any default in the pay- 
 ment of interest or principal of said bonds and continuation 
 thereof for sixty days, a majority in interest of the holders 
 of the bonds then outstanding, by an instrument in writing 
 signed by them, and on their furnishing to the trustees rea- 
 sonable means and indemnity for the payment of services, 
 expenses and liabilities to be incurred and performed in so 
 doing, may require said trustees to enforce either of the 
 remedies by entry or sale, as herein provided in case of such 
 default, or both, or to take appropriate proceedings in equity 
 or at law, or both, to enforce the rights of the bondholders, 
 but the remedy to be enforced or the proceedings taken may 
 be determined by said trustees. 
 
 It shall be within the discretion of the trustees to enforce 
 or waive the rights accruing hereunder by reason of any de- 
 fault on the part of the railway company, subject always to 
 the power of two-thirds in interest of the holders of bonds 
 
!7 
 
 then outstanding to instruct the said trustees to waive such 
 default, or of a majority in interest of the holders of bonds 
 then outstanding, to instruct the said trustees, upon adequate 
 indemnity as aforesaid, to enforce their rights by reason 
 thereof, provided that no waiver of any default shall extend 
 to or be taken to affect any subsequent default, or to impair 
 the rights resulting therefrom. 
 
 Tenth . The foregoing provisions in regard to taking pos- 
 session, sale or foreclosure of said premises, shall not ex- 
 clude any other remedy at law or in equity to enforce this 
 deed of trust and mortgage, or the obligation secured 
 thereby, and in case of default, if the trustees shall not deem 
 it proper or expedient in any or all of the states in which 
 the mortgaged premises are situate to seize and sell the 
 same in pursuance of the power herein granted, then the 
 said trustees may proceed in any court to enforce this deed 
 of trust and mortgage. At any time the trustees may apply 
 to any court of competent jurisdiction for instructions as to 
 matters not herein expressly provided for. 
 
 No holder or holders of a bond, or any of the bonds, 
 coupon or coupons hereby secured shall have the right to 
 institute any suit, action or proceeding at law or in equity 
 for the foreclosure of this mortgage or the execution of the 
 trusts hereof, or for the appointment of a receiver, or for 
 the sale of the mortgaged premises, without giving notice 
 in writing to the trustees of default having occurred and 
 continued as aforesaid, and unless a majority in amount of 
 the holders of the bonds then outstanding have made a re- 
 quest in writing to the trustees, as above provided, and have 
 afforded them a reasonable opportunity to proceed to exer- 
 cise the powers hereinbefore granted, and have also af- 
 forded to the trustees adequate security and indemnity 
 against the costs and expenses and liabilities to be incurred 
 thereby. 
 
 Eleventh. At any sale made under and by virtue of this 
 
IS 
 
 deed of trust and mortgage, whether in execution of the 
 trust created hereby and the powers conferred herein or by 
 judicial decree of foreclosure, the said trustees may, at the 
 written request of the holders of at least three-fourths in 
 interest of the bonds then outstanding, bid for and purchase 
 the premises, franchises and property so sold for the use 
 and benefit of all the holders of the said outstanding bonds. 
 
 In any such sale, the purchaser or purchasers at such sale 
 shall be entitled in making settlement for or payment of 
 the purchase money bidden, to turn in toward the payment 
 of such purchase money any of the bonds and matured and 
 unpaid interest secured hereby, counting the principal and 
 interest of said bonds for that purpose at the sum which 
 shall be payable out of the net proceeds of such sale to the 
 holder or holders of such bonds as his or their j ust share of 
 such net proceeds after allowing for the proportion of pay- 
 ment which may be required in cash for the costs and ex- 
 penses of the sale, and if such share of net proceeds shall 
 be less than the amount then due upon such bonds to make 
 such settlement by receipting on said bond the amount to 
 be credited thereupon. 
 
 It is understood and agreed that in no case shall any claim 
 be made under or advantage taken of any valuation, ap- 
 praisement, redemption or extension laws by said Railway 
 Company, its successors or assigns. 
 
 Twelfth. The said Railway Company agrees for itself 
 and its successors that it shall and will at all times hereafter 
 keep open an office or agency in the city of New York for 
 the payment of the principal and interest of and upon the 
 bonds hereinbefore recited and described, as the same shall 
 become pa}^able, and for the transfer and registration of said 
 bonds as therein provided. 
 
 It is further declared and agreed that when and as the in- 
 terest coupons annexed to the bonds secured hereby mature 
 and are paid by the party of the first part or by any person 
 
i9 
 
 or corporation on its behalf, they shall be canceled, and upon 
 any purchase or sale of the said coupons, or any of them, or 
 upon any advance or loan on the said coupons or any of 
 them made upon or after default in the payment of any 
 coupon secured hereby, the coupons so purchased or sold, or 
 advanced or loaned upon shall not be deemed to be secured 
 by or otherwise within the trusts of this mortgage, unless ac- 
 companied by the bond or bonds to which same were origi- 
 nally attached. 
 
 Thirteenth . Compensation and all reasonable expenses 
 of the trustees in the discharge of the trust shall be paid by 
 the Railway Company as they are incurred, or otherwise, 
 out of the trust estate, on which they are hereby made a 
 charge. Neither of said trustees shall be answerable for any 
 act, omission or default of his or its co-trustee, or of any 
 agent or attorney selected with reasonable care to which he 
 or it does not expressly assent. Each of said trustees shall 
 be answerable for his or its own gross negligence or wilful 
 defaults only. 
 
 Any trustee hereunder may resign and discharge itself or 
 himself of and from the trust hereby created by notice in 
 writing to the said Railway Company three months before 
 such resignation shall take place, or such shorter time as the 
 said Railway Company shall accept as adequate notice, and 
 upon the due execution and delivery of such conveyance to 
 its or his successor, as the said Railway Company shall re- 
 quire in order to transfer the trust. 
 
 The word “ Trustees,” as used in this instrument, shall be 
 construed to mean the trustees for the time being hereun- 
 der, whether original, substituted or new, and such trustees 
 shall be vested with and entitled to all the estate, powers, 
 rights, benefits and indemnities granted hereby to the trust- 
 ees named herein. One of such trustees shall always be a 
 New York corporation having a place of business in New 
 York City, and one of such trustees shall always be a resi- 
 dent of Indiana. 
 
20 
 
 In case of the resignation, disqualification, dissolution or 
 death of any trustee under this deed of trust, a new trustee 
 or trustees shall be appointed by the said Ra lway Com- 
 pany by an instrument in writing under its corporate seal, 
 and notice thereof given by an advertisement published at 
 least once a week for three consecutive weeks in some news- 
 paper of general circulation in the City of New York, and in 
 the said City of Indianapolis, and in the said City of Chicago, 
 Illinois, and unless a majority in interest of the holders of said 
 bonds then outstanding shall within ninety days from 
 the date of such last publication, make objection by an 
 instrument in writing, stating their respective addresses, 
 signed by them, and delivered to the said Railway Company, 
 the said appointment or appointments shall at the expira- 
 tion of said ninety days be considered as assented to and 
 confirmed by the holders of the bonds secured hereby. 
 In case such objection by a majority in interest of the hold- 
 ers of said bonds shall be so made as aforesaid, the said 
 Railway Company shall thereupon apply to the United 
 States Circuit Judge of the Seventh Judicial Circuit, or 
 other Court of competent jurisdiction to appoint instead as 
 trustee or trustees such other New York corporation having 
 a place of business in New York City, or such other resident 
 of Indiana as to such court shall seem meet; and at least 
 ten days’ notice of such application shall be given by mail to 
 said objecting bond-holders at the addresses stated as afore- 
 said. 
 
 The Central Trust Company of New York, and said John 
 M. Butler hereby accept the trust conferred upon them by 
 these presents, and upon the terms and conditions herein- 
 before set forth. 
 
 In witness whereof, the parties hereto have caused their 
 respective corporate seals to be affixed to these presents, as 
 also to a counterpart hereof, and the same to be signed by 
 
21 
 
 their respective Presidents and attested by their respective 
 Secretaries, on the day and year first above written. 
 
 Elgin, Joliet and Eastern Railway 
 Company. 
 
 By Samuel Spencer, 
 President . 
 
 Attest: 
 
 F. D. Raymond, 
 
 Secretary . 
 
 John M. Butler. [seal.] 
 
 Central Trust Company of New 
 York. 
 
 By E. Francis Hyde, 
 
 2d Vice-President. 
 
 Attest : 
 
 C. H. Babcock, 
 
 Secretary. 
 
22 
 
 State of Illinois, j 
 County of Cook, j 
 
 Be it Known, that on the fourteenth day of April, A. D. 1891, 
 before me, a Notary Public, personally came Samuel Spencer, Pres- 
 ident, and F. D. Raymond, Secretary, of the Elgin, Joliet and 
 Eastern Railway Company, personally known to me to be such 
 President and Secretary, and to be the same persons who executed the 
 foregoing instrument for and on behalf of the said Railway Company, 
 and whose names are thereunto subscribed, and severally duly acknowl- 
 edged that they signed, sealed and delivered said instrument as such 
 President and Secretary, and as the free and voluntary act of said Rail- 
 way Company, for the uses and purposes therein set forth ; and the said 
 Samuel Spencer and F. D. Raymond, being by me first duly sworn, 
 did each depose and say that they are respectively President and Secre- 
 tary as hereinbefore stated of said Railway Company, that they know 
 the corporate seal of said Railway Company, that the seal affixed to 
 the foregoing instrument is the corporate seal of said Railway Company, 
 that it was so affixed by order of said company duly made, and that 
 they signed their respective names thereto as such President and 
 Secretary, by like order. 
 
 Given under my hand and official seal, this 
 14th day of April, A. D. 1891. 
 
 Wm. P. Sidley, 
 
 Notary Public. 
 
 State of New York, 
 
 City and County of New York. 
 
 On this 20th day of April, 1891, before me personally cameE. Francis 
 Hyde, the 2d vice-president of the Central Trust Company of New 
 York, to me personally known, who being by me duly sworn, did depose 
 and say that he resided in the City of New York, that he was 2d vice- 
 president of the Central Trust Company of New York, the corporation 
 described in and which executed the foregoing instrument by him as 
 
23 
 
 such officer thereof ; that he knew the corporate seal of said corpora- 
 tion, and that the seal affixed to said instrument was such corporate 
 seal ; that it was so affixed by authority of the board of trustees of 
 said corporation, and that he subscribed his name thereto as 2d vice- 
 president thereof by the like authority. And the said E. Francis 
 Hyde further acknowledged to me that he executed the foregoing 
 instrument for and in behalf of, and as the act and deed of, the said 
 Central Trust Company of New York. 
 
 Fr^sTk B. Smidt, 
 
 Notary Public , New York City & Co. 
 
 State of New York, 
 City and County of New 
 
 I, Leonard A. Giegerich, clerk of the city and county of New 
 York, and also clerk of the Supreme court for the said city and county, 
 the same being a court of record. Do Hereby Certify, that Frank 
 B. Smidt, whose name is subscribed to the certificate of the proof or 
 acknowledgment of the annexed instrument, and thereon written, was, 
 at the time of taking such proof or acknowledgment, a notary public 
 in and for the city and county of New York, dwelling in the said city, 
 commissioned and sworn, and duly authorized to take the same. And 
 further, that I am well acquainted with the handwriting of such notary, 
 and verily believe that the signature to the said certificate of proof or 
 acknowledgment is genuine. 
 
 In Testimony Whereof, I have hereunto set my hand and affixed 
 the seal of said court and county, the 20 day of Apl., 1891. 
 
 [seat.] Leonard A. Giegerich, Clerk. 
 
24 
 
 Washington City, ) 
 
 ? r SS 
 
 District of Columbia, j 
 
 I, Isaac C. Slater, a notary public in and for the District of Columbia, 
 aforesaid, and residing in said District, do hereby certify that John M. 
 Butler, of Indianapolis, Marion county, Indiana, who is personally 
 known to me as the real person, whose name is subscribed to the fore- 
 going instrument as having executed the same, appeared before me 
 this day in person and acknowledged that he signed, sealed and de- 
 livered the said instrument of writing as his free and voluntary act, for 
 the uses and purposes therein set forth. 
 
 Given under my hand and notarial seal 
 this twenty-fifth day of April, A. D. 1891. 
 
 Isaac C. Slater, 
 
 Notary Public . 
 
 Clerk’s Office of the Supreme Court of the District of 
 Columbia, District of Columbia, ss. 
 
 I, R. J. Meigs, clerk of the said court, do hereby certify that Isaac 
 C. Slater, Esq., whose name is subscribed to the certificate of the proof 
 or acknowledgment of the annexed instrument and thereon written, 
 was, at the time of taking such proof or acknowledgment, a notary 
 public in and for the said District, dwelling therein, commissioned, 
 sworn and duly authorized to take the same. And further, that I am 
 well acquainted with the handwriting of said Isaac C. Slater, and 
 verily believe that the said signature to the said certificate of proof or 
 acknowledgment is genuine, and the said instrument is executed and 
 acknowledged according to the laws of this District. 
 
 In Testimony Whereof, I have hereunto set my name and affixed 
 the seal of said court this 25th day of April, A. D. 1891. 
 
 R. J. Meigs, Clerk. 
 
 . A. Clancy, Assista?it Clerk. 
 
 [19562A]