tifaM ^KirafeSfiM ' ' - WWrU- * ^^^-^i^ ' 'K ^5^J&L v'/tj 1 Mn WfjttMmJklJhl^' Wk m A ' : *fMl X 1 111 ifwn MP mm t rtFi^fi ''Jhte^lS&r University of California Berkeley In Memory of RUDOLPH H. SCHILLING A 7 J- THE UNION PACIFIC RAILROAD. ACTS OF CONGRESS RELATING THERETO, AND AMENDMENTS ; BY-LAWS OF THE COMPANY: AND MORTGAGES EXECUTED FOR THE SECURITY OF THE FIRST MORTGAGE, LAND GRANT, INCOME, BRIDGE, AND SINKING FUND BONDS. BOSTON: PRINTED FOll THE COMPANY. 1874. PACIFIC EAILKOAD ACTS. -E 1CT OF 1862, AN ACT TO AID IN THE CONSTRUCTION OF A RAIL- ROAD AND TELEGRAPH LINE FROM THE MISSOURI RIVER TO THE PACIFIC OCEAN, AND TO SECURE TO THE GOVERNMENT THE USE OF THE SAME FOR POSTAL, MILITARY, AND OTHER PURPOSES, APPROVED JULY 1, 1862. Be it enacted by the Senate and House of Rep- resentatives of the United States of America in Con- gress assembled, That Walter S. Burgess, Wil- liam P. Blodgett, Benjamin H. Cheever, Charles Fosdick Fletcher, of Rhode Island ; Augustus Brewster, Henry P. Haven, Cornelius S. Bushnell, Henry Hammond, of Connecticut ; Isaac Sherman, Dean Richmond, Royal Phelps, William H. Ferry, Henry A. Paddock, Lewis J. StanclifF, Charles A. Secor, Samuel R. Campbell, Alfred E. Tilton, John Anderson, Azariah Boody, John S. Kennedy, H. Carver, Joseph Field, Benjamin F. Camp, Or- ville W. Childs, Alexander J. Bergen, Ben. Holli- day, D. N. Barney, S. DeWitt Bloodgood, William H. Grant, Thos. W. Olcott, Samuel B. Ruggles, James B. Wilson, of New York ; Ephraim Marsh, Charles M. Harker, of New Jersey ; John Edgar Thomson, Benjamin Haywood, Joseph H. Scran- ton, Joseph Harrison, George W. Cass, John H. Bryant, Daniel J. Morrell, Thomas M. Howe, Wil- liam F. Johnson, Robert Finney, John A. Green, E. R. Myre, Charles F. Wells, Jr., of Pennsyl- vania ; Noah L. Wilson, Araasa Stone, William H. Clement, S. S. L'Hommedieu, John Brough, Wil- liam Dennison, Jacob Blickinsderfer, of Ohio ; Wil- liam M. McPherson, R. W. Wells, Willard P. Hall, Armstrong Beattj^ John Corby, of Missouri ; S. J. Hensley, Peter Donahue, C. P. Huntington, T. D. Judah, James Bailey, James T. Ryan, Charles Hosmer, Charles Marsh, D. 0. Mills, Samuel Bell, Louis McLane, George W. Mowe, Charles Mc- Laughlin, Timothy Dame, John R. Robinson, of California ; John Atchison and John D. Winters, of the territory of Nevada ; John D. Campbell, R. N. Rice, Charles A. Trowbridge, and Ransom Gardner, Charles W. Penny, Charles T. Gorharm William McConnell, of Michigan; William F. Coolbaugh, Lucius H. Langworthy, Hugh T. Reid, Hoyt Sherman, Lyman Cook, Samuel R. Curtis, Lewis A. Thomas, Piatt Smith, of Iowa ; William B. Ogden, Charles G. Hammond, Henry Farnum, Amos C. Babcock, W. Seldon Gale, Nehemiah Bushnell, and Lorenzo Bull, of Illinois ; William H. Swift, Samuel T. Dana, John Bertram, Franklin S. Stevens, Edward R. Tinker, of Massachusetts ; Franklin Gorin, Laban J. Bradford, and John T. Levis, of Kentucky ; James Dunning, John M. Wood, Edwin Noyes, Joseph Eaton, of Maine ; Henry H. Baxter, George W. Collamer, Henry Keyes, Thomas H. Canfield, of Vermont ; William S. Ladd, A. M. Berry, Benjamin F. Harding, of Oregon; William Bunn, Jr., John Catlin, Levi Sterling, John Thompson, Elihu L. Phillips, Walter D. Mclndoe, T. B. Stoddard, E. H. Brodhead, A. H. Virgin, of Wisconsin ; Charles Paine, Thomas A. Morris, David C. Branham, Samuel Hanna, Jonas Votaw, Jesse L. Williams, Isaac C. Elston, of Indiana ; Thomas Swan, Chauncey Brooks, Edward Wilkins, of Maryland ; Francis R. E. Cor- nell, David Blakely,A. D. Seward, Henry A.Swift, Dwight Woodbury, John McKusick, John E. Jones, of Minnesota; Joseph A. Gilmore, Charles W. Woodman, of New Hampshire ; W. H. Grimes, J. C. Stone, Chester Thomas, John Kerr, Werter E. Davis, Luther C. Challis, Josiah Miller, of Kan- sas ; Gilbert C. Monell, and Augustus Kountz, T. M. Marquette, William H. Taylor, Alvin Saunders, of Nebraska ; John Evans, of Colorado ; together with five commissioners to be appointed by the secretary of the interior, and all persons who shall or may be associated with them, and their succes- sors, are hereby created and erected into a body corporate and politic, in deed and in law, by the name, style, and title of "The Union Pacific Rail- Name and title - road Company ;" and by that name shall have perpetual succession, and shall be able to sue and to be sued, plead and be impleaded, defend and be defended, in all courts of law and equity within the United States, and may make and have a common seal; and the said corporation is hereby authorized and empowered to lay out, locate, construct, furnish, maintain, and enjoy a continuous railroad and telegraph, with the ap- purtenances, from a point on the one hundredth meridian of longitude west from Greenwich, be- Location ' &c - tween the south margin of the valley of the Repub- lican river, and the north margin of the valley of the Platte river, in the territory of Nebraska, to the western boundary of Nevada territory, upon the route and terms hereinafter provided, and is hereby vested with all the powers, privileges, and immunities necessary to carry into effect the purposes of this act as herein set forth. The capital stock of said company shall consist of one Amt. and num. hundred thousand shares of one thousand dollars of 1 stock Vter- each, which shall be subscribed for and held inicti864. ec ' not more than two hundred shares by any one person, and shall be transferable in such manner as the by-laws of said corporation shall provide. The persons hereinbefore named, together with those to be appointed by the secretary of the interior, are hereby constituted and appointed commissioners, and such body shall be called the a on J>i^t r e S d h and Board f Commissioners of the Union Pacific }<> hold meet- Railroad and Telegraph Company, and twenty- five shall constitute a quorum for the transaction of business. The first meeting of said board shall be held at Chicago, at such time as the commis- sioners from Illinois herein named shall appoint, not more than three nor less than one month after the passage of this act, notice of which shall be given by them to the other commissioners by depositing a call thereof in the post-office at Chi- cago, post paid, to their address, at least forty days before said meeting, and also by publishing said notice in one daily newspaper in each of the cities of Chicago and St. Louis. Said board shall organize by the choice from its number of a pres- Treasurer to ident, secretary, and treasurer, and thev shall re- give bonds, &c. . p i . tit i quire from said treasurer such bonds as may be deemed proper, and may from time to time in- crease the amount thereof as they may deem proper. It shall be the duty of said board of Books to be commissioners to open books, or cause books to sec.^Tse'i.^he opened, at such times and in such principal cities in the United States as they or a quorum of them shall determine, to receive subscriptions to the capital stock of said corporation, and a cash payment of ten per centum on all subscrip- tions, and to receipt therefor. So soon as two thousand shares shall be in good faith subscribed for, and ten dollars per share actually paid into the treasury of the company, the said president comm'rstocaiiand secretary of said board of commissioners shall stockSoidew. appoint a time and place for the first meeting of the subscribers to the stock of said company, and shall give notice thereof in at least one news- paper in each state in which subscription books have been opened, at least thirty days previous to the day of meeting; and such subscribers as shall attend the meeting so called, either in person or by proxy, shall then and there elect by ballot not less than thirteen directors for said cor-To elect direc- poration ; and in such election each share of said 13, Act of 1m. capital shall entitle the owner thereof to one vote. The president and secretary of the board of commissioners shall act as inspectors of said election, and shall certify under their hands the names of the directors elected at said meeting; and the said commissioners, treasurer, and secre- tary shall then deliver over to said directors all Books and the properties, subscription books, and other delivered to di- books in their possession, and thereupon the duties of said commissioners and the officers previously appointed by them shall cease and determine forever, and thereafter the stockholders shall constitute said body politic and corporate. At the time of the first and each triennial election of directors by the stockholders, two additional directors shall be appointed by the President of two directors the United States, who shall act with the body of by the Prei- directors, and to be denominated directors on the part of the government. Any vacancy happening By Act of 1864 ,, , ,. , r . < rL , altered to five. in the government directors at any time may be see sec. in, filled by the President of the United States. The directors to be appointed by the President shall not be stockholders in the Union Pacific Kail- road Company. The directors so chosen shall, as soon as may be after their election,- elect from their own number a president and vice-president, and shall also elect a treasurer and secretary. No person shall be a director in said company un- g^ e i d ^ Y less he shall be a bona fide owner of at least five shares of stock in the said company, except the two directors to be appointed by the President, as aforesaid. Said company, at any regular company to make bv-lftws meeting of the stockholders called for that pur- 6 pose, shall have power to make by-laws, rules, and regulations, as they shall deem needful and proper, touching the disposition of the stock, property, estate, and effects of the company, not inconsistent herewith, the transfer of shares, the term of office, duties, and conduct of their officers and servants, and all matters whatsoever which may appertain to the concerns of said company; and the said Directors to board of directors shall have power to appoint appoint ag'ts, , . tit, &c. such engineers, agents, and subordinates as may from time to time be necessary to carry into effect the object of this act, and to do all acts and things touching the location and construction of said road and telegraph. Said directors may require Directors to re- payment of subscriptions to the capital stock ofsubscfiptions after due notice, at such times and in such pro- 1864. ' portions as they shall deem necessary to complete the railroad and telegraph within the time in this act prescribed. Said president, vice-president, officers to hold and directors shall hold their office for three years, altered by sec. and until their successors are duly elected and qualified, or for such less time as the by-laws of the corporation may prescribe ; and a majority of said directors shall constitute a quorum for the transaction of business. The secretary and treas- urer shall give such bonds, with such security, as the said board shall from time to time require, and shall hold their offices at the will and pleasure of the directors. Annual meetings of the stock- holders of the said corporation, for the choice of officers (when they are to be chosen) and for the transaction of annual business, shall be hold en at such time and place and upon such notice as may be prescribed in the by-laws. Sec. 2. And be it further enacted, That the right gJfnteSf way f wa y through the public lands be, and the same is hereby, granted to said company for the con- struction of said railroad and telegraph line ; and the right, power, and authority is hereby given to said company to take from the public see sec. 3, 1864. lands adjacent to the line of said road, earth, stone, timber, and other materials for the construction thereof: said right of way is granted to said rail- road to the extent of two hundred feet in width on each side of said railroad where it may pass over the public lands, including all necessary grounds for stations, buildings, workshops, and depots, machine shops, switches, side tracks, turn- tables, and water-stations. The United States u. s. to extin- 7 . . . -.. i ii T T guish Indian shall extinguish, as rapidly as may be, the Indian titles, sec. is, titles to all lands falling under the operation of this act, and required for the said right of way and grants hereinafter made. Sec. 3. And be it further enacted, That there be, Land grants- and is hereby, granted to the said company, for the tious. purpose of aiding in the construction of said rail- road and telegraph line, and to secure the safe and speedy transportation of the mails, troops, muni- tions of war, and public stores thereon, every alternate section of public land, designated by odd numbers, to the amount of Jive alternate sections chang'dto ten per mile on each side of said railroad, on the line thereof, and within the limits of ten miles on each changed to TWENTY SPC side of said road, not sold, reserved, or otherwise 4, 1864. disposed of by the United States, and to which a pre-emption or homestead claim may not have attached, at the time the line of said road is definitely fixed: * Provided, That all mineral lands Minerals and i n 1 ir -1 pi* timber. Sec. shall be excepted from the operation ol this act 54,1864. but where the same shall contain timber, the *In the case of Samuel M. Boyd vs. the Burlington & Missouri River Railroad, in Nebraska, the Secretary of the Interior held (April 28, 1871) that if a homestead claim had attached to a part of an odd section within the limits of the grant, at the time the line was definitely fixed, and the claim was subsequently abandoned, the land would revert to the government, and would not pass to the Railroad Company. The same ruling was applied to cases of pre-emptions. The rule established in this case was modified by a Circular of Instructions, of November 7, 1871, directed to Registers and Receivers of District Land Offices, as follows, viz.: "By the terms of the acts of Congress granting lands to aid in the construction of railroads, there is exempted from the grants lands to which the right of pre-emption had attached at the time when the grant may have become effective, and the Department has ruled that the lands to which such pre-emption claim or rijjht has attached, and such pre-emption subsequently abandoned, does not inure to the railroad grant, but reverts to the United States. "A pre-emption tiling of record on your books constitutes, of course, prima facie evidence of a pre-emption claim ; but it has been represented that in many cases these filings have been made 8 timber thereon is hereby granted to said company. And all such lands, so granted by this section, which shall not be sold or disposed of by said company within three years after the entire road shall have been completed, shall be subject to settlement and pre-emption, like other lands, at a price not exceeding one dollar and twenty-five cents per acre, to be paid to said company. ?f n for p mfies n ^ec. 4- ^- nc ^ ^ e it farther enacted, That whenever ?wS?y d bysec sa ^ company shall have completed forty consec- 6, 1864 1 u.s. utive miles of any portion of said railroad and Coram rs to ex- i amine. telegraph line, ready for the service contemplated by this act, and supplied with all necessary drains, culverts, viaducts, crossings, sidings, bridges, turn- outs, watering places, depots, equipments, furni- ture, and all other appurtenances of a first class railroad, the rails and all the other iron used in the construction and equipment of said road to be American manufacture of the best quality, the President of the United States shall appoint three commissioners to examine the same and report to without the preliminary settlement required by the pre-emption laws; that such filings do not in such cases constitute a pre-emption claim or right; that such right can only exist where the party has a legal status, which he does not have except by actual settlement prior to filing; and that such illegal filings cannot defeat the railroad claim, where the companies can establish the illegality of the filing, or, in other words, that iraud in the inception of the pre-emption claim renders it absolutely null and void, and that it does not therefore affect the right of the railroad. " I have carefully considered these propositions, and have reached the conclusion that a filing made with allegation of previous settlement, but where it can be clearly shown that such settle- ment was not in fact made, is a filing in derogation of law, and is fraudulent; consequently is not a pre-emption claim, or right recognized by the law, and does not withdraw the land from the right of the road. "Therefore, where application maybe made to enter any such lands, you will order hearings, giving due notice ot the time of hearing to the original pre-emptor (where the claim is unexpired), the applicant, and the railroad company, when the company will have the opportunity to prove the fraudulent character of the claim or filing. " You will also, in all cases where the railroad company seeks to select such lands, require them to prove the fraudulent character of all pre-emption claims or filings that may appear by your records to have been in legal existence at the date the right of the road would have otherwise attached. "The proof in all cases must be confined to the action of the pre-emptor prior to the filing, as, if the filing or claim was legal in its inception, it withdraws the land irom the grant. " There are other points on which a filing may be shown to have had illegal inception, as. for instance, where the party was a foreigner at the time, or had previously enjoyed the right of pre-emption, and you will admit the consideration of these points where they may be alleged against the pre-emption claim." Since the passage of the amendatory Homestead Act of March 21, 1864, many Homestead claims are based upon affidavits made before clerks of the courts for the counties in which the applicants reside, instead of the officers of the local land office. In such cases it was held by the commissioner of the General Land Office (Feb. 29, 1872), in the case of Amos Tuck vs. The Atlantic and Pacific R. R. Co , that it must not only appear that the applicant was " prevented, by reason of distance, bodily infirmity, or other good cause, from personal attendance at the District Land Office," to make such affidavit, but it must also be shown that the making of such affidavit was preceded by bona fide acts of settlement and improvement; otherwise the claims are held to be fraudulent and void. him in relation thereto ; and if it shall appear to him that forty consecutive miles of said railroad and telegraph line have been completed and equipped in all respects as required by this act, then, upon certificate of said commissioners to that effect, patents shall issue conveying the right ^^ fifissue of and title to said lands to said company, on each side of the road as far as the same is completed, to the amount aforesaid ; and patents shall in like manner issue as each forty miles of said railroad and telegraph line are completed, upon certificate of said commissioners. Anv vacancies occurring vacancies in I-. ip i-ii comm'rs. See m said board or commissioners, bv death, resigna- s e - 8, Act of . " ' 7 O 1864. tion, or otherwise, shall be filled by the President of the United States : Provided, however, That no such commissioners shall be appointed by the President of the United States unless there shall be presented to him a statement, verified on oath by the president of said company, that such forty miles have been completed in the manner requir- ed by this act, and setting forth with certainty the points where such forty miles begin and where the same end ; which oath shall be taken before a judge of a court of record. Sec. 5. And be it further enacted, That for the Government , . J Tin n bonds. See bee. purposes herein mentioned, the Secretary of the 8 V Actisw, also Treasury shall, upon the certificate in writing of said commissioners of the completion and equip- ment of forty consecutive miles of said railroad ^ ow 20 miles. -, , -, r . , 1 i Sec - 10 1864 - and telegraph, in accordance with the provisions of this act, issue to said company bonds of the United States of one thousand dollars each, paya- ble in thirty years after date, bearing six per centum per annum interest (said interest payable See sec. 11 of semi-annually), which interest may be paid in^%Mand r United States treasury notes, or any other money m *i e 000 per or currency which the United States have or shall declare lawful money and a legal tender, to the amount of sixteen of said bonds per mile for such 10 Lien of U. S. bonds made subordinate; see Sec. 10, Act of 1S64. section of forty miles ; and to secure the repay- ment to the United States, as hereinafter provided, of the amount of said bonds so issued and deliv- ered to said company, together with all interest thereon which shall have been paid by the United States, the issue of said bonds and delivery to the company shall ipso facto constitute a first mortgage on the whole line of the railroad and telegraph, together with the rolling stock, fixtures, and property of every kind and description, and in consideration of which said bonds may be issued ; and on the refusal or failure of said company to redeem said bonds, or any part of them, when required so to do by the Secretary of the Treasury, in accordance with the provisions seesec.io,Actof this act. the said road, with all the rights, functions, immunities, and appurtenances there- unto belonging, and also all lands granted to the said company by the United States, which at the time of said default shall remain in the owner- ship of the said company, maybe taken possession of by the Secretary of the Treasury, for the use and benefit of the United States: Provided, this section shall not apply to that part of any road now constructed. Sec. 6. And be it further enacted, That the grants aforesaid are made upon condition that said company shall pay said bonds at maturity, and shall keep said railroad and telegraph line in repair and use, and shall at all times transmit dispatches over said telegraph line, and transport mails, troops, and munitions of war, supplies, and public stores upon said railroad for the govern- ment, whenever required to do so by any depart- ment thereof, and that the government shall at all times have the preference in the use of the same for all the purposes aforesaid (at fair and reasonable rates of compensation, not to exceed the amounts paid by private parties for the same Modified, see Sec. 5, Act of 1864. Bonds, when and how paid 11 kind of service) ; and all compensation for services rendered for the government shall be applied to the payment of said bonds and interest until the whole amount is fully paid.*" Said company may t G r ^f"|"* on also pay the United States, whollv or in part, in-batftobe T J / r ? paid in cash. the same or other bonds, treasury notes, or other ^^J - 5 ' Aet evidences of debt against the United States, to be allowed at par; and after said road is com- pleted, until said bonds and interest are paid, at least five per centum of the net earnings of said road shall also be annually applied to the payment thereof. Sec. 7. And be it further enacted, That said company shall file their assent to this act, under Assent of com- the seal of said company, in the Department of & a c uy t0 be filed the Interior, within one year after the passage of this act, and shall complete said railroad and telegraph from the point of beginning, as herein provided, to the western boundary of Nevada territory, before the first day of July, one thou- sand eig;ht hundred and seventy-four : Provided, T \ m * of co \ 9 . J . " pletion extend- lhat within two years after the passage of this ^ see Sec - 6 > act, said company shall designate the general route of said road, as near as may be, and shall file a map of the same in the Department of the see sec. 4, Act Interior, whereupon the Secretary of the Interior SgiS'g &c ' shall cause the lands within fifteen miles of saideT&e. designated route or routes to be withdrawn from pre-emption, private entry, and sale ; and when any portion of said route shall be finally located, the Secretary of the Interior shall cause the said Notwithstanding the amendment to this provision by Sec. 5, Act of 1864, the Secretary of the Treasury notified the companies that he would apply all their earnings on government transportation to the payment of the interest accruing on the bonds issued by the government to aid in the construction of their several roads. Thereupon Congress enacted the following section in the act of March 3, 1871, making appropriations for the support of the army: "Sec. 9. That in accordance with the fifth section of the act approved July two, eighteen hundred and sixty-four, entitled ' an act to amend an act' entitled 'an act to aid in the construction of a railroad and telegraph line from the Missouri river to the Pacific ocean, and to secure to the government the use of the same for postal, military, and other purposes,' approved July first, eighteen hundred and sixty-two, the Secretary of the Treasury is hereby directed to pay over in monev, to the Pacific Railroad companies mentioned in said act, and performing services for the United States, one half of the compensation at the rate provided by law for such services, heretofore or hereafter rendered: Provided, That this Section shall not be construed to affect the legal rights of the government or the obligations of the companies, except as herein specifically provided.'' 12 Lands desig- nated, &c. From 100 th meridian to JN'evada. See Sec. 10 of this Act. Kansas Co. to construct road &c. lands herein before granted to be surveyed and set off as fast as may be necessary for the purposes herein named : Provided, That, in fixing the point of connection of the main trunk with the eastern connections, it shall be fixed at the most practicable point for the construction of the Iowa and Missouri branches, as hereinafter provided. Sec. 8. And be it further enacted, That the line of said railroad and telegraph shall commence at a point on the one hundredth meridian of longi- tude west from Greenwich, between the south margin of the valley of the Republican river and the north margin of the valley of the Platte river, in the territory of Nebraska, at a point to be fixed by the President of the United States, after actual surveys; thence running westerly upon the most direct, central, and practicable route, through the territories of the United States, to the western boundary of the territory of Nevada, there to meet and connect with the line of the Central Pacific Railroad Company of California. Sec. 9. And be it further enacted, That the Leavenworth, Pawnee and Western Railroad Company of Kansas are hereby authorized to construct a railroad and telegraph line from the Missouri river, at the mouth of the Kansas river, on the south side thereof, so as to connect with the Pacific Railroad of Missouri, to the aforesaid point on the one hundredth meridian of longitude west from Greenwich, as herein provided, upon the same terms and conditions in all respects as are provided in this act for the construction of the railroad and telegraph line first mentioned, and to meet and connect with the same at the meridian of longitude aforesaid ; and in case the general route or line of road from the Missouri river to the Rocky Mountains should be so located 13 as to require a departure northwardly from the proposed line of said Kansas railroad before it reaches the meridian of longitude aforesaid, the location of said Kansas road shall be made so as to conform thereto; and said railroad through Kansas shall be so located between the mouth of the Kansas river, as aforesaid, and the aforesaid point on the one hundredth meridian of longitude, that the several railroads from Missouri and Iowa, herein authorized to connect with the same, can make connection within the limits prescribed in this act, provided the same can be done without deviating from the general direction of the whole line to the Pacific coast. The route in Kansas west of the meridian of Fort Riley to the afore- said point on the one hundredth meridian of longitude to be subject to the approval of the President of the United States, and to be deter- mined by him on actual survey. And said Kan- sas company may proceed to build said railroad to the. aforesaid point on the one hundredth meridian of longitude west from Greenwich, in the territory of Nebraska. The Central Pacific central Pacific t-i -i i~t n r>i t n R. K. Co., of Kailroad Company of California, a corporation California, au - existing under the laws of the state of California, construct read . . , . n 1 on same terms are hereby authorized to construct a railroad and and conditions, telegraph line from the Pacific coast, at or near San Francisco, or the navigable waters of the Sacramento river, to the eastern boundary of California, upon the same terms and conditions, in all respects, as are contained in this act for the construction of said railroad and telegraph line first mentioned, and to meet and connect w r ith the first mentioned railroad and telegraph line on the eastern boundary of California. Each of said * companies shall file their acceptance of the con- ditions of this act in the Department of the Interior within six months after the ^passage of this act. 14 w^k,&c. oinff ^ec. I- ^nd be it further enacted, That the said company chartered by the state of Kansas shall complete one hundred miles of their said road, commencing at the mouth of the Kansas river, as aforesaid, within two years after filing their assent to the conditions of this act, as herein provided, and one hundred miles per year there- after until the whole is completed ; and the said Central Pacific Railroad Company of California changed to 25 shall complete fifty miles of their said road Act i864. Sec ' within two years after filing their assent to the provisions of this act, as herein provided, and fifty miles per year thereafter until the whole is completed ; and after completing their roads, re- compatiies spectively, said companies, or either of them, bSIdingoi 11 may unite upon equal terms with the first named equal terms. ^ . * x . i r i -i i sec. is, 1864, companj^ m constructing so much ol said railroad this Act and telegraph line and branch railroads and telegraph lines, in this act hereinafter mentioned, through the territories from the state of California to the Missouri river, as shall then remain to be constructed, on the same terms and conditions as provided in this act in relation to the said Union Pacific Railroad Company. And the Hannibal and Saint Joseph Railroad, the Pacific Railroad Company of Missouri, and the first named com- pany, or either of them, on filing their assent to this act as aforesaid, may unite upon equal terms, under this act, with the said Kansas company, in constructing said railroad and telegraph to said meridian of longitude, with the consent of the said state of Kansas ; and in case said first named company shall complete their line to the eastern boundary of California before it is completed across said state by the Central Pacific Railroad Company of California, said first named company is hereby authorized to continue in constructing the same through California, with the consent of said state, upon the terms mentioned 15 in this act, until said roads shall meet and connect, and the whole line of said railroad and telegraph is completed ; and the Central Pacific Railroad Company of California, after completing its road e R r cf a m!? c across said state, is authorized to continue the continue, &c, . T n t i to meet other construction of said railroad and telegraph road- through the territories of the United States to the Missouri river, including the branch roads specified in this act, upon the routes hereinbefore and hereinafter indicated, on the terms and con- ditions provided in this act in relation to the said ^ r u m ^ r g| e c s e n c ' Union Pacific Railroad Company, until said roads f 6 v A V ofl8 ?*' -II tit last clause. Al- shall meet and connect, and the whole line s Sec - 2 > im - of said railroad and branches and telegraph is completed. Sec. 11. And he it further enacted, That for t s ^ d ? v b e? n thV three hundred miles of said road most mountain- "Nevada 1 " ous and difficult of construction, to wit, one Mountains - hundred and fifty miles westwardly from the eastern base of the Rocky Mountains, and one hundred and fifty miles eastwardly from the west- ern base of the Sierra Nevada Mountains, said points to be fixed by the President of the United States, the bonds to be issued to aid in the con- struction thereof shall be treble the number per mile hereinbefore provided, and the same shall be issued, and the lands herein granted be set. apart, upon the construction of every twenty miles thereof, upon the certificate of the commissioners as aforesaid that twenty consecutive miles of the subsidy bonds; same are completed; and between the sections mo^toiM? 6611 last named of one hundred and fifty miles each, the bonds to be issued to aid in the construction thereof shall be double the number per mile first mentioned, and the same shall be issued, and the lands herein granted be set apart, upon the con- struction of every twenty miles thereof upon the certificate of the commissioners as aforesaid that twenty consecutive miles of the same are com- 16 pleted : Provided, That no more than fifty thousand of said bonds shall be issued under this act to aid in constructing the main line of said railroad and telegraph. Location at g E c. 12. And be it farther enacted, That when- state lines and /. 7 100 meridian, ever the route of said railroad shall cross the boundary of any state or territory, or said me- ridian of longitude, the two companies meeting or uniting there shall agree upon its location at that point, with reference to the most direct and practicable through route ; and in case of differ- ence between them as to said location, the Presi- dent of the United States shall determine the said location, the companies named in each state uSformwfdth an d territory to locate the road across the same &c - between the points so agreed upon, except as herein provided. The track upon the entire line of railroad and branches shall be of uniform width, to be determined by the President of the United States, so that, when completed, cars can be run from the Missouri river to the Pacific coast; # the grades and curves shall not exceed the maximum grades and curves of the Baltimore and Ohio railroad; the whole line of to be used as said railroad and branches and telegraph shall be continuous . -, 1 1 n -,-, n line, &c. operated and used for all purposes of communica- tion, .travel, and transportation, so far as the public and Government are concerned, as one connected continuous line ; and the companies herein named in Missouri, Kansas, and California, filing their assent to the provisions of this act, shall receive and transport all iron rails, chairs, spikes, ties, timber, and all materials required for constructing and furnishing said first mentioned *The gauge was subsequently fixed by the following act of Congress: Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That the gauge of the Pacific Railroad and its brandies, throughout their whole extent, from the Pacific coast to the Missouri river, shall be, and hereby is/ established at four feet, eight and one-half inches. Approved March 3, 1863. 17 line between the aforesaid point on the one hundredth meridian of longitude and western i boundary of Nevada territory, whenever the same is required by said first named company, at cost, over that portion of the roads of said com- panies constructed under the provisions of this act. Sec. 13. And be it further enacted, That the^&stJ^road Hannibal and Saint Joseph Kailroad Company of ea, &e. Missouri may extend its roads from Saint Joseph, via Atchison, to connect and unite with the road through Kansas, upon filing its assent to the provisions of this act, upon the same terms and conditions in all respects, for one hundred miles in length next to the Missouri river, as are provided in this act for the construction of the railroad and telegraph line first mentioned, and may for this purpose use any railroad charter which has been or may be granted by the legis- lature of Kansas : Provided, that if actual survey shall render it desirable, the said company may construct their road, with the consent of the Kan- sas legislature, on the most direct and practicable route west from Saint Joseph, Missouri, so as to connect and unite with the road leading from the western boundary of Iowa at any point east of the one hundredth meridian of west longitude, or with the main trunk road at said point ; but in no event shall lands or bonds be given to said company, as herein directed, to aid in the construction of their said road for a greater distance than one hundred miles. And the Leavenworth, Pawnee, and West- ern Kailroad Company of Kansas may construct their road from Leavenworth to unite with the road through Kansas. Sec. 14. And be it further enacted, That the iowa road, said Union Pacific Kailroad Company is hereby boSdary oi n authorized and required to construct a single line of railroad and telegraph from a point on the 2 18 western boundary of the state of Iowa, to be fixed by the President of the United States, * upon the most direct and practicable route, to be subject to his approval, so as to form a connection with the lines of said company at some point on the one hundredth meridian of longitude afore- said., from the point of commencement on the *The action of the President is disclosed by the following message and documents communi- cated by him to the senate of the United States: To the Senate of the United States : In compliance with a resolution of the senate of the 1st instant, respecting the points of commencement of the Union Pacific Railroad on the one hundredth degree of west longitude, and of the branch road from the western boundary of Iowa to the said one hundredth degree of longitude, I transmit the accompanying report from the Secretary of the Interior, contain- ing the information called for. I deem it proper to add, that on the 17th day of November last, an executive order was made upon this subject and delivered to the vice-president of the Union Pacific Railroad Company, which fixed the point on the western boundary of the state of Iowa from which the company should construct their branch road to the one hundredth degree of west longitude, and declared it to be within the limits of the township, in Iowa, opposite the town of Omaha, in Nebraska. Since then the company has represented to roe that, upon actual surveys made, it has determined upon the precise point of departure of their branch road from the Missouri river, and located the Barac as described in the accompanying report of the Secretary of the Interior, which point is within the limits designated in the order of November last; and inasmuch as that, order is not of record in any of the executive departments, and the company having desired a more definite one, I have made the order, of which a copy is herewith, and caused the same to be filed in the Department of the Interior. ABRAHAM LINCOLN. Executive Mansion, March 9, 1864. Department op the Interior, Washington, March 8, 1864. Sir: I have the honor to return herewith the senate resolution of the 1st instant, which you referred to me for report, in the following words, viz. : " Resolved, That the President of the United States is hereby requested, if not inconsistent with the public interest, to inform the senate whether he has, as authorized by the 8th section of the act incorporating the Union Pacific Railroad Company, fixed the point of commence- ment of said road on the one hundredth degree of west longitude; and if so, to set forth a description of said point, and to furnish like information touching the point of commence- ment on the western boundary of Iowa of the branch road from that point to the said one hundredth degree of longitude, authorized by the 14th section of said act." In obedience to your direction, I have to state that the point of commencement of said road on the one hundredth degree of west longitude has not yet been fixed. The point fixed for the commencement, on the western boundary of Iowa, of the branch road, thence to the said one hundredth degree of west longitude, authorized by the 14th section of the act, was fixed by an executive order of the 7th instant, a copy of which is herewith submitted, and is therein described as " east of and opposite to the east line of section 10, in township 15 north, of range 13 east, of the sixth principal meridian, in the territory of Nebraska." I have the honor to be, with great respect, your obedient servant, J. P. USHER, Secretary of the Interior. The President of the United States. In pursuance of the provisions of section 14 of the act of congress entitled "An act to aid in the construction of a railroad and telegraph line from the Missouri river to the Pacific ocean, and to secure to the government the use of the same for postal, military, and other purposes," approved July 1, 1862, authorizing and directing the President of the United States to fix the point on the western boundary of the state of Iowa from which the Union Pacific Railroad Company is by 6aid section authorized and required to construct a single line of railroad and telegraph upon the most direct and practicable route, subject to the approval of the President of the United States, so as to form a connexion with the lines of said company at some point on the one hundredth meridian of longitude in said section named, I.Abraham Lincoln, President of the United States, do, upon the application of the said company, designate and establish euch first above named point on the western boundary of the state of Iowa, east of, and opposite to, the east line of section 10, in township 15 north, of range 13 east, of the sixth principal meridian, in the territory of Nebraska. Done at the city of Washington, this seventh day of March, in the year of our Lord one .thousand eight hundred and sixty-four. ABRAHAM LINCOLN. 19 western boundary of the state of Iowa, upon the same terms and conditions, in all respects, as are contained in this act for the construction of the said railroad and telegraph first mentioned ; and the said Union Pacific Railroad Company shall complete one hundred miles of the road and telegraph in this section provided for in two years after filing their assent to the conditions of this act, as by the terms of this act required, and at the rate of one hundred miles per year thereafter, until the whole is completed : Provided, That a failure upon the part of said company to make said connection in the time aforesaid, and to per- form the obligations imposed on said company by this section, and to operate said road in the same manner as the main line shall be operated, shall forfeit to the government of the United States all the rights, privileges, and franchises granted to and conferred upon said company by this act. And whenever there shall be a line of railroad completed through Minnesota or Iowa to Sioux City, then the said Pacific Railroad Company is hereby authorized and required to construct a n> P . R R Co> railroad and telegraph from said Sioux City upon JStrwtsioux the most direct and practicable route to a point sec y i6, a Actof on, and so as to connect with, the branch railroad 1864 - and telegraph in this section hereinbefore men- tioned, or with the said Union Pacific Railroad, said point of junction to be fixed by the President of the United States, not further west than the one hundredth meridian of longitude aforesaid, and on the same terms and conditions as provided in this act for the construction of the Union Pacific Railroad as aforesaid, and to complete the same at the rate of one hundred miles per year ; and should said company fail to comply with the requirements of this act in relation to the said Sioux City railroad and telegraph, the said com- pany shall suffer the same forfeitures prescribed 20 in relation to the Iowa branch railroad and tele- graph hereinbefore mentioned. nSmayTon- Sec - *5. And be it further enacted, That any nect, &c. other railroad company now incorporated, or hereafter to be incorporated, shall have the right to connect their road with the road and branches provided for by this act, at such places and upon such just and equitable terms as the President of the United States may prescribe. Wherever the 5exp C Sd. wor d company is used in this act, it shall be con- strued to embrace the words their associates, successors, and assigns, the same as if the words had been properly added thereto. companies au- Sec. 16. And be it further enacted, That at any consolidate, time after the passage of this act all of the rail- See Sec 16., Act - of 1864. ' aiso road companies named herein, and assenting; here- Sec. 10 of this , ., J ,, 9 -, , Act. to, or any two or more ot them, are authorized to form themselves into one consolidated company ; notice of such consolidation, in writing, shall be filed in the Department of the Interior, and such consolidated company shall thereafter proceed to construct said railroad and branches and telegraph line, upon the terms and conditions provided in this act. Smfefs'pTedy ^ec. 17. And be it further enacted, That in case SoS etionof sa ^ company or companies shall fail to comply with the terms and conditions of this act, by not completing said road and telegraph and branches within a reasonable time, or by not keeping the same in repair and use, but shall permit the same for an unreasonable time to remain unfinished or out of repair and unfit for use, congress may pass any act to insure the speedy completion of said road and branches, or put the same in repair and use, and may direct the income of said railroad and telegraph line to be thereafter devoted to the use of the United States, to repay all such expen- ditures caused by the default and neglect of such company or companies: Provided, That if said 21 roads are not completed, so as to form a con- tinuous line of railroad, ready for use, from the Missouri river to the navigable waters of the Sacramento river, in California, by the first day of July, eighteen hundred and seventy-six, the Mainline to iw whole of all of said railroads before mentioned, ^secs. 5 g and and to be constructed under the provisions of ' this act, together with all their furniture, fixtures, rolling stock, machine shops, lands, tenements, and hereditaments, and property of every kind and character, shall be forfeited to and be taken possession of by the United States: Provided, That of the bonds of the United States in this act provided to be delivered for any and all parts of the roads to be constructed east of the one hundredth meridian of west longitude from Green- wich, and for any part of the road west of the west foot of the Sierra Nevada mountains, there shall be reserved of each part and instalment Repealed, see Spc T Act of twenty-five per centum, to be and remain in the lsei. ' United States treasury, undelivered, until said road, and all parts thereof provided for in this act, are entirely completed ; and of all the bonds pro- vided to be delivered for the said road, between the two points aforesaid, there shall be reserved out of each instalment fifteen per centum, to be and remain in the treasury until the whole of the road provided for in this act is fully completed ; and if the said road, or any part thereof, shall fail of completion at the time limited therefor in this act, then and in that case the said part of said bonds so reserved shall be forfeited to the United States. Sec. 18. And he it further enacted, That when- under certain ever it appears that the net earnings of the entire Mngressmay 8 road and telegraph, including the amount allowed \lrl for services rendered for the United States, after deducting all expenditures including repairs, and the furnishing, running, and managing of said reduce rates of .22 road shall exceed ten per centum upon its cost (exclusive of the five per centum to be paid to the United States), congress may reduce the rates of fare thereon, if unreasonable in amount, and may fix and establish the same by law. And the better to accomplish the object of this act, namely, to promote the public interest and welfare by the construction of said railroad and telegraph line, and keeping the same in working order, and to secure to the government at all times (but par- ticularly in time of war) the use and benefits of the same for postal, military, and other purposes, congress may at any time having due regard for the rights of said companies named herein add to, alter, amend, or repeal this act. StSJgrSir Sec * 19 * And be it further enacted, That the ^mpanies now several railroad companies herein named are authorized to enter into an arrangement with the Pacific Telegraph Company, the Overland Telegraph Company, and the . California State Telegraph Company, so that the present line of telegraph between the Missouri river and San Francisco may be moved upon or along the line of said railroad and branches as fast as said see sec. 15, Act roads and branches are built; and if said arrange- ment be entered into, and the transfer of said telegraph line be made in accordance there- with to the line of said railroad and branches, such transfer shall, for all purposes of this act, be held and considered a fulfilment, on the part of said railroad companies, of the provisions of this act in regard to the construction of said line of telegraph. And in case of disagreement, said telegraph companies are authorized to remove their line of telegraph along and upon the line of railroad herein contemplated, without prejudice to the rights of said railroad companies named herein. Sec. 20. And be it further enacted, That the corporation hereby created and the roads con- nected therewith under the provisions of this act, companies to shall make to the Secretary of the Treasury an ^ e rt aanual annual report, wherein shall be set forth : First. The names of the stockholders and their places of residence, so far as the same can be ascertained. Second. The names and residences of the direc- tors, and all other officers of the company. Third. The amount of stock subscribed, and the amount thereof actually paid in. Fourth. A description of the lines of road surveyed, of the lines thereof fixed upon for the construction of the road, and the cost of such survey. Fifth. The amount received from passengers on the road. Sixth. The amount received for freight there- on. Seventh. A statement of the expense of said road and its fixtures. Eighth. A statement of the indebtedness of said company, setting forth the various kinds thereof; which report shall be sworn to by the president of the said company, and shall be pre- sented to the Secretary of the Treasury on or before the first day of July in each year.^ *AN ACT RELATING TO FILING REPORTS OF RAILROAD COMPANIES. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That the reports required to be made to the Secretary of the Treasury on or before the first day of July of each year, by the corporations created by or entitled to subsidies under the provisions"of an act entitled "An act to aid in the construction of a rail- road and telegraph line from the Missouri river to the Pacific ocean, and to secure to the gov- ernment the use of the same for postal, military, and other purposes," approved July first, eighteen hundred and sixty-two, and the acts supplemental to and amendatory thereof, shall hereafter be made to the Secretary of the Interior, on or before the first day of October of each year. Said reports shall furnish full and specific information upon the several points mentioned in the twentieth section of the said act of eighteen hundred and sixty-two, and shall be verified as therein prescribed, and, on failure to make the same as herein required, the issue of bonds or patents to the company in default shall be suspended until the requirements of this act shall be complied with by such company. And the reports hitherto made to the Secretary of the Treasury, under the said act of July first, eighteen hundred and sixty-two, shall be transferred and delivered by him to the Secretary of the Interior to be filed by him. *********** Sec. 3. And, be it further enacted, That the reports required from the commissioners appointed to examine and report in relation to the road of any of the corporations whereto reference is made in this act, shall be addressed to and filed in the Department of the Interior; and all 24 AN ACT TO AMEND AN ACT ENTITLED "AN ACT TO AID IN THE CONSTRUCTION OF A RAILROAD AND TELEGRAPH LINE FROM THE MISSOURI RIVER TO THE PACIFIC OCEAN, AND TO SECURE TO THE GOVERNMENT THE USE OF THE SAME FOR POSTAL, MILITARY, AND OTHER PURPOSES," APPROVED JULY 2 [1], 1862. First meeting Be it enacted by the Senate and House of Repre- ew on Pacific sentatives of the United States of America in Con- telegraph, to be qress assembled, That the first meeting: of the held in Chica- v . . , . ,, ,.,, 9 ,, A , go. commissioners named m the act entitled "An act to aid in the construction of a railroad and tele- graph line from the Missouri river to the Pacific ocean, and to secure to the government the use of the same for postal, military, and other pur- poses," approved July second [first], eighteen hundred and sixty-two, and of the five commis- sioners directed by said act to be appointed by the Secretary of the Interior, shall be held at Bryan hall, in the city of Chicago, in the state Notice. of Illinois, on the first Tuesday of September next, at twelve o'clock at noon. A notice of said meeting, to be signed by at least ten of the com- missioners named in said act, shall be published at least once a week during the six successive weeks commencing on the twentieth of July, one thousand eight hundred and sixty-two, in one daily newspaper in each of the cities of Boston, New York, Philadelphia, Cincinnati, Chicago, and St. Louis, and no other notice of said meeting shall be requisite. Approved July 12, 1862. such reports heretofore made shall be transferred to and filed in said Department of the Interi- or; and so much of any and all acts as requires any reports from such companies, or any officers thereof, to be made to the Secretary of the Treasury, is hereby repealed. Sec. 4. And be it further enacted, That, in addition to the eight subjects referred to in section twenty of the act of July, eighteen hundred and sixty-two, to be reported upon, there i-hall also be furnished annually to the Secretary of the Interior all reports of engineers, superintend- ents, or other officers who make annual reports to any of said railroad companies. Approved June 25, 1868. 25 AMENDMENT OF 1864. AN ACT TO AMEND AN ACT ENTITLED "AN ACT TO AID IN THE CONSTRUCTION OF A RAILROAD AND TELEGRAPH LINE FROM THE MISSOURI RIVER TO THE PACIFIC OCEAN, AND TO SECURE TO THE GOVERNMENT THE USE OF THE SAME FOR POSTAL, MILITARY, AND OTHER PURPOSES," APPROVED JULY FIRST, EIGHTEEN HUNDRED AND SIXTY-TWO. Be it enacted by the Senate and House of Repre- shares of u. p. sentatives of the United States of America in CW- e ma; sec- tion, in the manner provided for other roads mentioned in this act and the act to which this is an amendment, the President of the United States shall appoint three commissioners to examine and report to him in relation thereto ; and if it shall appear to him that twenty "miles of said road have been completed as required by this act, then, upon certificate of said commissioners to that effect, patents shall issue conveying the right and title to said lands to said company on each side of said road, as far as the same is completed, to the amount aforesaid ; and such examination, re- port, and conveyance, by patents, shall continue from time to time, in like manner, until said road shall have been completed. And the President shall appoint said commissioners, to fill vacancies in said commission, as provided in relation to other roads mentioned in the act to which this is an amendment. And the said company shall be entitled to all the privileges and immunities granted to the Hannibal and St. Joseph's Railroad Company by the said last mentioned act, so far as the same may be applicable : Provided, That no government bonds shall be issued to the said 46 Burlington and Missouri River Railroad Company to aid in the construction of said extension of its Bonds. roa d . an d provided further, that said extension shall be completed within the period of ten years from the passage of this act. ^nveyedto 1 ^ ^ec. 21. And be it further enacted, That before umii c tS a pay an y ^ n ^ granted by this act shall be conveyed to &oJ sec u 4,i86i an y c m pany or party entitled thereto under this bee. 6, 1864. ac t ? there shall first be paid into the Treasury of the United States the cost of surveying, selecting, and conveying the same by the said company, or party in interest as the titles shall be required by said company, which amount shall, without any further appropriation, stand to the credit of the proper account, to be used by the Commissioner of the General Land Office, for the prosecution of the survey of the public lands along the line of said road, and so from year to year, until the whole shall be completed, as provided under the provisions of this act* Sec. 22. And he' it further enacted, That Con- Seci8,i864. gress may at any time, alter, amend, or repeal this act. Approved July 2, 1864. *In the act of July 15. 1870, which, among many other appropriations, contains those for the survey of the public lands within the limits of the grant of this company in Colorado, Wyoming, and Utah, it is "-Provided, That the foregoing appropriations for the surveys of public lands within the limits of the Union Pacific Railroad Company's land grant shall be conditional upon the compliance of said company or party in interest with the requirements of the twenty- first section of the act of July second, eighteen hundred and sixty-four." 47 AMENDMENT OF 1865. AN ACT TO AMEND AN ACT ENTITLED " AN ACT TO AID IN THE CONSTRUCTION OF A RAILROAD AND TELEGRAPH LINE FROM THE MISSOURI RIVER TO THE PACIFIC OCEAN, AND TO SECURE TO THE GOV- ERNMENT THE USE OF THE SAME FOR POSTAL, MILITARY, AND OTHER PURPOSES," APPROVED JULY FIRST, EIGHTEEN HUNDRED AND SIXTY-TWO, AND TO AMEND AN ACT AMENDATORY THEREOF, APPROVED JULY SECOND, EIGHTEEN HUNDRED AND SIXTY-FOUR. Be it enacted by the Senate and House of Repre- May issue sentatives of the United States of America in Con-muSinla- gress assembled, That section ten of said act ofpf e n tedH f ne?h> July second, eighteen hundred and sixty-four, be in r an t y P i a a y wi ) uf so modified and amended as to allow the Central 5X ey " Sec ' 10, Pacific Kailroad Company, and the Western Pacific Railroad Company, of California, the Union Pacific Railroad Company, the Union Pacific Railroad Company, eastern division, and all other companies provided for in the said act of the second of July, eighteen hundred and sixty-four, to issue their six per centum thirty years' bonds, interest payable in any lawful money of the United States, upon their separate roads. And the said companies are hereby au- thorized to issue, respectively, their bonds to the extent of one hundred miles in advance of a con- tinuous completed line of construction. Sec. 2. And be it further enacted, That the as- Assignment signment made by the Central Pacific Railroad Ian Jose and Company of California to the Western Pacific !o C a r d mento Railroad Company of said state, of the right to construct all that portion of said railroad and telegraph from the city of San Jose to the city 48 of Sacramento, is hereby ratified and confirmed to the said Western Pacific Railroad Company, with all the privileges and benefits of the several acts of congress relating thereto, and subject to all the conditions thereof: Provided, That the time within which the said Western Pacific Railroad Company shall be required to construct the first twenty miles of their said road shall be one year from the first day of July, eighteen hundred and sixty-five, and that the entire road shall be com- pleted from San Jose to Sacramento, connecting at the latter point with the said Central Pacific Railroad, within four years thereafter. Approved March 3, 1865. AMENDMENT OF 1866. AN ACT TO AMEND AN ACT ENTITLED "AN ACT TO AMEND AN ACT ENTITLED 'AN ACT TO AID IN THE CONSTRUCTION OF A RAILROAD AND TELEGRAPH LINE FROM THE MISSOURI RIYER TO THE PACIF- IC OCEAN, AND TO SECURE TO THE GOVERN- MENT THE USE OF THE SAME FOR POSTAL, MILITARY, AND OTHER PURPOSES,' APPROVED JULY FIRST, EIGHTEEN HUNDRED AND SIXTY- TWO," APPROVED JULY SECOND, EIGHTEEN HUNDRED AND SIXTY-FOUR. Be it enacted hy the Senate and House of Rep- resentatives of the United States of America in Congress assembled, That the Union Pacific Kail- way Company, eastern division, is hereby author- ized to designate the general route of their said road, and to file a map thereof, as now required by law, at any time before the first day of December, eighteen hundred and sixty-six ; and 49 upon the filing of the said map, showing the general route of said road, the lands along the entire line thereof, so far as the same may be designated, shall be reserved from sale by order of the Secretary of the Interior : Provided, That said company shall be entitled to only the same amount of the bonds of the United States to aid in the construction of their line of railroad and telegraph as they would have been entitled to if they had connected their said line with the Union Pacific Railroad on the one hundredth degree of longitude, as now required by law: And provided further, That said company shall connect their line of railroad and telegraph with the Union Pacific Railroad, but not at a point more than fifty miles westwardly from the meridian of Denver in Colorado. Sec. 2. And be it further enacted, That the u. p. r. r. .to Union Pacific Railroad Company, with the con- met. sent and approval of the Secretary of the Interior, are hereby authorized to locate, construct, and continue their road from Omaha, in Nebraska territory, westward, according to the best and most practicable route and without reference to the initial point on the one hundredth meridian of west longitude, as now provided by law, in a continuous completed line, until they shall meet and connect with the Central Pacific Railroad central pa^mc Company of California; and the Central Pacific theh -road east- -r *i -i /^i * r^ t n ward, with con- Kailroad Company of California, with the consent sent ot secreta- -, -i n i r\ n ,i x ry of the lnteri- and approval of the secretary ot the Interior, areoj.t, illm g^ hereby authorized to locate, construct, and GPM s ^j 0,1 ff*' tinue their road eastward, in a continuous com- isei, amended. pleted line, until they shall meet and connect with the Union Pacific Railroad f Provided, That *The two companies having agreed in general terms upon the point of junction of the two roads, congress passed AN ACT to iix the point of junction of the Union Pacific Railroad Company and the Central Pacific Railroad Company. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That the common terminus and poiut of junction of the Union Pacific 50 each of the above-named companies shall have the right, when the nature of the work to be clone, by reason of deejp cuts and tunnels, shall for the expeditious construction of the Pacific Kailroad require it, to work for an extent of not to exceed three hundred miles in advance of their continuous completed line. Approved July 3, 1866. AN ACT TO AMEND THE POSTAL LAWS. Railroads car- Sec. 5. And be it further enacted, That all coml^printed railroad companies carrying the mails of the without extra United States shall convey without extra charge, tiarge. j^ an ^ train which they may run over their roads, all such printed matter as the Postmaster- General shall from time to time direct to be transported thereon, with the persons in charge of the mails designated by the Post Office Depart- ment for that purpose. *7v* ^?* "7r t> W "n* 3rr "7T rjp Approved June 12, 1866. Railroad Company and the Central Pacific Railroad Company shall be definitely fixed and established on the line of railroad as now located and constructed, north-west of the station at Ogden, and within the limits of the sections of land hereinafter mentioned, viz , Section thirty- six of township seven, of range two, situate north and west of the principal meridian and base line in the territory of Utah, and sections twenty-five, twenty-six, and thirty-five of township seven, of range two and section six of township six, and sections thirty and thirty-one of township seven, of range one, and sections one and two of township six, of range two, all situate north and west of said principal meridian and base line; and said companies are here- by authorized to enter upon, use, and possess said sections, which are hereby granted to them in equal shares, with the same rights, privileges, and obligations now by law provided with refer- ence to other lands granted to said railroads: Provided, however, That the Secretary of the Interior shall designate a section of land in said township seven, of range two, belonging to said companies, and reserve the same for the benefit of schools in said territory, in accordance with the act of February twenty-one, eighteen hundred and fifty-five, establishing the office of Surveyor-General of Utah, and to grant land for school and university purposes: Provided, also, That said companies shall pay for any additional lands acquired by this act at the rate of two dollars and fifty cents an acre: And provided further , That no rights of private persons shall be affected by this act. Approved May 6, 1870. 51 AN ACT TO FACILITATE COMMERCIAL, POSTAL, AND MILITARY COMMUNICATION AMONG THE SEVERAL Une ' STATES.* Whereas, The constitution of the United States Preamble, confers upon congress, in express terms, the power to regulate commerce among the several states, to establish post roads, and to raise and support armies : Therefore, Be it enacted by the Senate and House of Rep- steam railroads / t 7-7- 7 ci 1 / a /-i may carry over resentatwes of the United States of America %n Con- ^ ir e ^d p as - cwess assembled, That every railroad company in freight from / ' v x 4/ one state to the United States, whose road is operated bya noth erand 7 .. . -1 i 1 connect with steam, its successors and assigns, be, and is here- roads of other cj j * st&tps to form by, authorized to carry upon and over its road, continuous boats, bridges, and ferries, all passengers, troops, government supplies, mails, freight, and property on their way from any state to another state, and to receive compensation therefor, and to connect with roads of other states so as to form continu- ous lines for the transportation of the same to the place of destination: Provided, That this act Existing con- shall not affect any stipulation between the gov- d r itions a ot S" ernment of the United States and any railroad fected * company for transportation or fares without com- pensation, nor impair or change the conditions imposed by the terms of any act granting lands to any such company to aid in the construction of its road, nor shall it be construed to authorize New roads not in . -1 -! -1 T authorized any railroad company to build any new road or without author- connection with any other road without authority lty lrom state ' from the state in which said railroad or connec- tion may be proposed. Sec. 2. And be it further enacted. That con- This act may be . .. 1, t -, amended, &c. gress ma,y at any time alter, amend, or repeal this act. Approved June 15, 1866. * This act is inserted because of its application to inter-state commerce, and not on account of any special reference to the Union Pacific Kailroad. 52 April 10, 1869. JOINT RESOLUTION FOR THE PROTECTION OF THE INTERESTS OF THE UNITED STATES IN THE UNION PACIFIC RAILROAD COMPANY, THE CENTRAL PA- CIFIC RAILROAD COMPANY, AND FOR OTHER PURPOSES. stockholders of Be it resolved by the Senate and House of Rep- R ni R n co ac to resentatives of the United States of America in Con- director*. r gress assembled, That the stockholders of the Union Pacific Railroad Company, at a meeting to be held on the twenty-second day of April, eigh- teen hundred and sixty-nine, at the city of Bos- ton (with power to adjourn from day to day), shall elect a board of directors for the ensuing to establish year ; and said stockholders are hereby authorized office 86 " to establish their general office at such place in the United States as they may select at said meeting : Provided, That the passage of this no other right resolution shall not confer any other right upon walvYdhereby. said Union Pacific Railroad Company than to hold such election, or be held in any manner to relinquish or waive any rights of the United States to take advantage of any act or neglect of said Union Pacific Railroad Company heretofore done or omitted whereby the rights of the gen- eral government have been or may be prejudiced : common ter- And provided further, That the common terminus uSonPacmc of the Union Pacific and the Central Pacific rail- pacificmu- 1 roads shall be at or near Ogden : and the Union ITue^t, Pacific Railroad Company shall build, and the &c ' Central Pacific Railroad Company pay for and own, the railroad from the terminus aforesaid to Promontory summit, at which point the rails shall meet and connect and form one continuous line. The President g EC> 2. And be it further resolved, That, to commi^ssion^o asC ertain the condition of the Union Pacific Rail- thTr r oVd P n roa d an d the Central Pacific Railroad, the Presi- dent of the United States is authorized to appoint 53 a board of eminent citizens, not exceeding five in number, and who shall not be interested in either road, to examine and report upon the condition of, and what sum or sums, if any, will be required to complete, each of said roads, for the entire length thereof, to the said terminus as a first-class railroad, in compliance with the several acts relat- ing to said roads; and the expense of such board, Expenses and o ? I ' pay ot commis- including an allowance of ten dollars to each for sioners - their services for each day employed in such examination or report, to be paid equally by said companies. Sec. 3. And be it further resolved, That the f^% ^5 President is hereby authorized and required to J^^efon 86 " withhold from each of said companies an amouiitj " l ^Sa ,w of subsidy bonds authorized to be issued by the^** 1 United States under said acts sufficient to secure road &c - the full completion as a v first-class road of all sections of such roao 1 upon which bonds have already been issued, or in lieu of such bonds he may receive as such security an equal amount of the first mortgage bonds of such company ; and if it shall appear to the President that the amount JJ ^e amount of subsidy bonds yet to be issued to either of insufficient, &c. said companies is insufficient to insure the full completion of such road, he may make requisi- tion upon such company for a sufficient amount of bonds already issued to said company, or in his discretion of their first mortgage bonds, to secure the full completion of the same. And in default of obtaining such security as [is] in this section provided, the President may authorize and direct the Attornev-Greneral to institute such Attorney-Gen- . _ . -ii-ir. i'i eral to institute suits and proceedings on behalf and in the name necessary suits. of the United States, in any court of the United States having jurisdiction, as shall be necessary or proper to compel the giving of such security, and thereby, or in any manner otherwise, to protect the interests of the United States in said road, 54 and to insure the full completion thereof as a first-class road, as required by law and the statutes in that case made. Sec. 4. And be it further resolved, That the Attorney-General of the United States be, and f5mStt * ie * s nere ^y? authorized and directed to investi- fhfchirteJ'of S ate whether or not the charter and all the cmc^ndcfn." franchises of the Union Pacific Kailroad Com- raUroads fi have P an y ancl of tne Central Pacific Railroad Com- ieued; e &c f0r " V' dn y nave not Deen forfeited, and to institute all necessary and proper legal proceedings ; also, to investigate whether or not said companies have or have not made any illegal dividends upon their stock, and if so to institute the necessary to institute proceedings to have the same reimbursed ; and ceedinjs^r&c. also to investigate whether any of the directors or any other agents or employes of said compa- nies have or not violated any penal law, and if so to institute the proper criminal proceedings against all persons who have violated such laws. Approved April 10, 1869. AN ACT TO REPEAL CERTAIN SECTIONS OF ACTS PASSED BY THE TERRITORIAL LEGISLATURE OF WYOMING.* L e t c s 'of f the r ]e a g n B e tt enacted by the Senate and House of Rep- SSagdedwed res entatives of the United States of America in Con- nuii. gress assembled, That the following sections of acts, passed by the legislature of the territory of Wyoming, to wit, The fourth and sixth sections of an act entitled "An act providing for the collection of taxes heretofore assessed and levied in this territory ; " also sections forty-nine to fifty- nine, both inclusive, of " An act entitled an act *The sections of the laws of Wyoming territory declared void by this act, though general in their terras, were so evidently intended to apply to the Union Pacific .Kailroad Company, that congress promptly intervened for the protection of said company. 55 to create and regulate corporations," be, and the same are hereby, disapproved, repealed, and declared null and void. Approved July 1, 1870. AN ACT MAKING APPROPRIATIONS FOR THE LEGIS- LATIVE, EXECUTIVE, AND JUDICIAL EXPENSES OF THE GOVERNMENT FOR THE YEAR ENDING JUNE 30, 1874, AND FOR OTHER PURPOSES. *U> &> *4> <4- -^* ^- ^- 4t- ^r 7F *7\F VP "a* *7V* '7P' "7T "W* */? Sec. 2. That the Secretary of the Treasury is secretary of directed to withhold all payments to any railroad wShiwfd u pa y - ^ . . .- L * / i/:p'ij ments to cer- company and its assigns, on account oi freights tain railroad ,,,. ,i . , -, ^companies for or transportation over their respective roads, oi freight, &c. any kind, to the amount of payments made by the United States for interest upon bonds of the United States issued to any such company and which shall not have been reimbursed, together with the five per cent, of net earnings due and unapplied as provided by law; and any such companies may company may bring suit in the court of claims to court o? : claims, recover the price of such freight and transporta- tion ; and in such suit the right of such company to recover the same upon the law and the facts of the case shall be determined, and also the rights of the United States upon the merits of all the points presented by it in answer thereto by them, and either party to such suit may appeal Appeal to su- to the supreme court ; and both said courts shall 8aue 8 c to u haVe give such cause or causes precedence of all other precedence ' business. Sec. 4. That the Attorney-General shall cause Attomey-Gen- a suit in equity to be instituted in the name ofsuftineqSfy the United States against the Union Pacific Rail- KiToTpaclflc road Company, and against all persons who may, P a a ny ro a a nd aii m " in their own names or through any agents, have & e c. sons w ' 56 subscribed for or received capital stock in said road, which stock has not been paid for in full in money, or who may have received, as dividends or otherwise, portions of the capital stock of said road, or the proceeds or avails thereof, or other property of raid road, unlawfully and contrary to equity, or who may have received as profits or proceeds of contracts for construction or equip- ment of said road, or other contracts therewith, moneys or other property which ought in equity to belong to said railroad corporation, or who may, under pretence of having complied with the acts to which this is an addition, have wrongfully and unlawfully received from the United States bonds, moneys, or lands which ought in equity to be accounted for and paid to said railroad company or to the United States, and to compel payment for said stock, and the collection and payment of such moneys, and the restoration of such property, or its value, either to said railroad corporation or to the United States, whichever shall in equity be held entitled thereto. Said suit to be suit may be brought in the circuit court in any cSt h Jourt. ny circuit, and all said parties may be made defend- Decrees. ants in one suit. Decrees may be entered and enforced against any one or more parties defend- ant without awaiting the final determination of the cause against other parties. The court where said cause is pending may make such orders and decrees and issue such process as it shall deem New parties, necessary to bring in new parties or the represent- &c * atives of parties deceased, or to carry into effect the purposes of this act. On filing the bill, writs writs of sub- f subpoena may be issued by said court against poenatorun I . / , / . <~> . tric^an/how an y P arties defendant, which writ shall run into served. an y district, and shall be served, as other like process, by the marshal of such district. The Si?r k o 8 ad f com. books, records, correspondence, and all other ?o a inspect e ion. en documents of the Union Pacific Eailroad Com- 57 pany, shall at all times be open to inspection by the Secretary of the Treasury, or such persons as he may delegate for that purpose. The laws of ^ t n t k r " P p, laws the United States providing for proceedings in bankruptcy shall not be held to apply to said corporation. No dividend shall hereafter be made 5Lck e mOTt? ew by said company but from the actual net earnings gages', &c thereof; and no new stock shall be issued, or mortgages or pledges made on the property or future earnings of the company, without leave of congress, except for the purpose of funding and securing debt now existing, or the renewals thereof. No director or officer of said road shall no director to hereafter be interested, directly or indirectly, in any contract, any contract therewith, except for his lawful excep ' compensation as such officer. Any director or Penalty, officer who shall pay or declare, or aid in paying or declaring, any dividend, or creating any mort- gage or pledge prohibited by this act, shall be punished by imprisonment not exceeding two years, and by fine not exceeding five thousand dollars. The proper circuit court of the United SSSKSS^ States shall have jurisdiction to hear and deter- ^ manda " mine all cases of mandamus to compel said Union Pacific Railroad Company to operate its road as required by law. Approved March 3, 1873. AN ACT MAKING ADDITIONS TO THE FIFTEENTH SECTION OF THE ACT APPROVED JULY 2, 1864, ENTITLED "AN ACT TO AMEND AN ACT ENTITLED / -. earnings. oi the railroad companies, their successors and assigns, or the successors or assigns of any or either of said companies, of all sums of money due, or to become due, the United States for the five per centum of the net earnings provided for by the act entitled "An act to aid in the construc- tion of a railroad and telegraph line from the Missouri river to the Pacific ocean, and to secure to the government the use of the same for postal, military, and other purposes," approved July first, eighteen hundred and sixty-two, or by any other act or acts in relation to the companies therein named, or any other such company or companies ; and in case either of said railroad companies shall neglect or refuse to pay the same within sixty days after demand therefor made upon the treas- urer of such railroad company, the secretary of Attorney-Gen- the treasury shall certify that fact to the Attorney- eral to bring ~ -iii-ni , i suit. General, who shall thereupon institute the neces- sary suits and proceedings to collect, and otherwise obtain redress in respect of the same, in the proper circuit courts of the United States, and prosecute the same, with all convenient dispatch, to a final determination. Approved June 22, 1874. respectively to borrow money to construct the same: and that each of said companies shall receive patents to the alternate sections of land along their respective lines of road, as herein defined, in like manner and within the same limits as is provided by law in the case of lands granted to the Union Pacific Kailway Company, eastern division: Pro vided, That, neither of the com pan ie hereinbefore mentioned shall be entitled to subsidy in United States bonds, under the provisions of this act. Approved March 3, 1869. 61 BY-LAWS. ARTICLE I. ELECTION OF DIRECTORS. Sec. 1. The annual election of directors of the company shall be held on the first Wednesday following the fourth day of March in each year, at 10 o'clock a. m., at such place as shall have been previously appointed by the stockholders. The board of directors shall previously appoint three inspectors, who shall be holders of full paid stock, to preside at such election, and shall close the stock transfer books for ten days previous to the time appointed for holding the same. Sec. 2. Due notice of the time and place of holding such election shall be published, by the president and secretary, for at least thirty days previous, in one or more newspapers published in New York, and such other places as the president or board may direct. The board of directors shall cause to be prepared an alphabetical list of the stockholders, registered as such, at the close of the stock transfer books, with the number of shares held by each, for the use of the inspectors on the day of election. Sec. 3. The polls shall be opened by the acting inspectors, at the time and place appointed, and kept open for at least two hours. The inspectors of election shall be judges of the qualifications of voters, and shall proceed to canvass the votes as soon as the polls are closed, and shall sign a certificate of the result of the election, and de- liver the same to the secretary, or, in his absence, to some other officer of the company. 62 AETICLE II. MEETINGS OF THE BOARD. Sec. 1. Stated meetings of the board shall be held quarterly, at such place and hour as shall from time to time be agreed upon by the board. Special meetings may be called by the secretary, when ordered by the president, or on the written request of five or more directors. Sec. 2. At the first meeting of the directors after an election, before any business is taken up, the secretary shall read the certificate of election, when the board shall be organized by the elec- tion of officers. AETICLE III. OFFICERS AND THEIR DUTIES. Sec. 1. The officers of the company shall con- sist of a president, vice-president, secretary, and treasurer, as provided by law, and such other officers as the board may designate. Sec. 2. The president and vice-president shall hold their respective offices during the continu- ance of the term of the board of directors which elects them. All other officers shall hold their offices during the pleasure of the board of di- rectors. Sec. 3. The president shall preside at all meet- ings of the board of directors when present; shall have a general care, supervision, and direc- tion of the affairs of the company and employes, under the direction of the board of directors; shall have such other powers, and perform such other duties, as the board of directors may from time to time confer or prescribe. Sec. 4. It shall be the duty of the vice-president, in case of the absence, death, sickness, or other inability of the president, to preside at the meet- 63 ings of the board, and to exercise the powers and discharge the duties of that office until the president returns, to duty. The board may, at their discretion, assign to the vice-president, by resolution, a portion of the powers and duties of the president. Sec. 5. It shall be the duty of the secretary to notify officers and directors of their election ; to give timely notice to all the directors of the stated and special meetings of the board ; to attend such meetings, and keep accurate minutes of the same in the book provided for the pur- pose ; to keep the minutes of the meetings of the standing committees, when requested ; to affix the corporate seal of the company when directed by the board or president, and attest the same ; and generally to discharge all the ordinary duties of a secretary, and such as may be required of him by the board. Sec. 6. The board of directors shall have power to fill any vacancy that may occur by reason of death, resignation, or otherwise, of any director. ARTICLE IY. Sec. 1. The board of directors, at their first meeting after every annual election, shall elect, by ballot, from their own number, a president and vice-president, and may also elect a secretary and treasurer, or may continue the then incum- bents in office by resolution. The board of direc- tors shall have the whole charge and management of the property and effects of the company, and they may delegate power to the executive com- mittee to do any and all acts which the board is authorized to do, except such acts as by law, or these by-laws, must be done by the board itself. The board shall have power, in the absence of the president and vice-president, to appoint a chair- man pro tempore, and during the prolonged 64 absence of the president, or other officers, to appoint substitutes pro tempore. A majority of all the members is necessary to a quorum, but less than a quorum may adjourn from time to time. The board of directors may prescribe the duties and powers of the secretary, treasurer, engineers, and all subordinate officers and agents ; fix the salaries of all officers of the company; make all needful rules and regulations, not incon- sistent with the charter, for the transfer of the stock of the company, the issuing of certificates of stock, keeping the records and accounts of the company, the management and disposition in particular of the stock, property, estate, and effects of the company, and the construction and operat- ing of the railroad and telegraph of this com- pany. At each annual meeting of the stockholders, the board of directors shall cause to be presented to said meeting a general statement of the affairs of the company. The board of directors shall have power to delegate authority to do and per- form specific acts, not inconsistent with the char- ter, to special committees, to be appointed by the board, or presiding officer, at the option of the board. ARTICLE Y. STANDING COMMITTEES. Sec. 1. The standing committees shall consist of an executive committee, a finance committee, and a land committee. They shall be appointed by the board, and shall each consist of seven members. Sec. 2. The executive committee shall have, and may exercise, by a majority of its members, all the powers and authority which from time to time may be delegated to said committee by the board of directors. A record of all proceedings 65 shall be kept in a book provided for that purpose, by the secretary, and certified by him, which shall be read at the next ensuing meeting of the board of directors. The secretary of the com- pany shall call meetings of this committee, on the request of any one of its members. Sec. 3. The finance committee and the land committee shall have such powers and perform such duties as the board of directors shall pre- scribe. AETICLE VI. SPECIAL MEETINGS OF STOCKHOLDERS. Sec. 1. Special meetings of stockholders may be held at any time by order of the board of directors, and shall be whenever stockholders owning one fourth part of the capital stock shall, in writing, make an application therefor to the president, stating the object of such meeting. Sec. 2. Notice of such special meetings shall be published in the same manner as notices for reg- ular meetings, and, in addition, shall state the object of such meetings. Sec 3. The business of all special meetings shall be confined to the objects stated in such notices. Sec 4. No stockholder shall be entitled to vote at any election of directors, or stockholders' meeting, unless the stock owned by him shall have been standing in his name upon the books of the company at least ten days prior to such election. ARTICLE VII. AMENDMENTS. Sec 1. These By-Laws may be altered or amend- ed at any meeting of the stockholders, provided due notice of such alteration or amendment shall have been given in the published notice of such meeting. 5 66 FIRST MORTGAGE. jst U am S ps Kev ir 6 5oj THIS INDENTURE, made this C.SJ^Sr^J fi rs ^ day f November, 1865, between The Union Pacific Railroad Company, a body cor- porate, created by and under an act of the con- gress of the United States of America, approved July 1, 1862, entitled "An act to aid in the con- struction of a railroad and telegraph line from the Missouri river to the Pacific ocean, and to secure to the government the use of the same for postal, military, and other purposes," party of the first part, and Edwin D. Morgan, of the city of Edwin d. Mor- New York, and Oakes Ames, of Easton, in the i a me a s n Trus a teIs. state of Massachusetts, parties of the second part, Witnesseth : Whereas, The said party of the first part is Authority to authorized by the said act of congress incorpo- execute mort- , . / o r gage and issue rating: the same, and by the several acts oi con- Bonds given by > J M64&c uly 2 ' g ress amendatory thereof, namely, the act ap- proved July 2, 1864, being chapter 216, and the act approved March 3, 1865, being chapter 88, to borrow money for the objects and purposes there- in mentioned, and to execute a mortgage to secure the payment thereof as hereinafter con- tained, which bonds and mortgage by said acts of congress are made the first lien, and unto it the lien of the government bonds is subordinate ; and whereas, for such objects and purposes, said party of the first part is desirous of borrowing a sum of money which shall be equal to the amount per mile of United States Bonds, provided by said acts to be issued to said company, for each and every mile of its said railroad completed and 67 to be hereafter completed, and of securing the payment of its corporate bonds to be issued and negotiated therefor, by a mortgage to said parties of the second part, as trustees, as hereinafter pro- vided and set forth. And whereas, Under and pursuant to lawful certain acts of authority, conferred by said several acts of con- tTvXu. r p a R. gress, all of which are hereby declared to be taken twrinstl-Sment. as a part of this instrument, the said party of the iiSTon andin- n , j i i j -i , i i. ' terest of bonds. first part has determined to make, execute, issue, negotiate, and deliver under its corporate seal its corporate bonds, from time to time, and severally payable to bearer, for the sum of $1,000 each, thirty years after the date thereof, with semi- annual interest at the rate of six per centum per annum from the date thereof, to an amount equal and not exceeding per mile the amount provided to be issued by the government of the United States to aid in the construction of said railroad, each of said bonds so to be issued to bear date of the time of its issue, and to be in form and be certified and have coupons annexed as follows : UNITED STATES OF AMERICA. FIRST MORTGAGE BONDS. The Union Pacific Railroad Company acknowl- Bonds, when 3.11(1 wliGrc edges itself indebted to the bearer hereof in the paid, sum of one thousand dollars, which sum the said company promises to pay unto the holder hereof, at its office in the city of New York, thirty years after the date hereof, and also interest thereon at the rate of six per centum per annum, payable semi-annuallv from the date hereof, in lawful money of the United States, until the principal sum be paid, on presentation of the annexed interest coupons at the office of the company in the city of New York. In testimony whereof, the said company has 68 hereunto caused to be affixed its corporate seal, and these presents to be executed by its president and treasurer, at the city of New York, this day of. A. D. one thousand eight hundred and Treasurer. ...President certificate of We, the undersigned trustees, do hereby certify that the above bond is issued by virtue of author- ity granted to the Union Pacific Eailroad Com- pany by the acts of congress of the United States, approved July 2, 1864, chap. 216, and March 3, 1865, chap. 88, and is of similar tenor except as to the date, and of like amount with the other bonds issued and to be issued under the said acts of congress ; that the said company has executed to us a mortgage, dated November 1, 1865, purporting to convey to us the entire rail- road and telegraph line of said company, with its equipment and appurtenances, for the benefit of the holders of said bonds, and to secure the pay- ment thereof; that the said mortgage has been recorded in every county through or in which the said road has been permanently located, and a certified copy thereof filed in the office of the Secretary of the Interior at Washington, and that the same is a first lien upon the line of the said company's road, and that no more such bonds have been certified by us than are authorized by the said acts of congress. > Trustees. [Coupon.] ^ The Union Pacific Eailroad Company will pay coupon. bearer, at its office in the city of New York, Thirty Dollars, on the day of. being interest due that day on its bond, No Treasurer. 69 And whereas, said party of the first part has further determined, under and pursuant to author- ity so conferred by acts of congress as aforesaid, to execute and acknowledge, under its corporate seal, and deliver to said parties hereto of the second j^^^ part, a mortgage conveying, assigning, and trans- executed. ferring to them, in trust, all the corporate, real and personal property, franchises and effects hereinafter specifically described, as security for the payment of the said bonds so to be issued, and the interest to grow due thereon, and that said mortgage should contain all and singular the covenants and conditions hereinafter set forth, and should bear date the first day of November, 1865. Now, therefore, this indenture witnesseth: That the Union Pacific Eailroad Company, party of the first part, under and pursuant to and by virtue of the express authority of said several acts of con- gress as aforesaid, and for and in consideration of the premises, and for the purpose and with the intent of better and more effectually securing the payment of said bonds to be issued as aforesaid, with the interest due and to grow due thereon, and for and in consideration of one dollar lawful money of the United States of America, by the said parties of the second part hereto fully and truly paid to the said party of the first part, the receipt whereof is hereby acknowledged, hath bargained, sold, assigned, transferred, and set over, enfeoffed, conveyed, and confirmed unto the said what property Edwin D. Morgan and Oakes Ames, the said par-b y c themo v rt- ed ties of the second part, as trustees, and in trust, gage * and to the survivor of them, and to their succes- sor or successors, all and singular the railroad and telegraph of the said party of the first part, heretofore constructed, or hereafter to be con- structed, from a point on the western boundary of the state of Iowa, heretofore fixed by the 70 President of the United States, pursuant to the terms and provisions of said acts of congress, to wit, at the city of Omaha in the territory of Nebraska j thence, as provided in said acts of con- gress, through the territories of the United States to the western boundary of the late territory of Nevada, together with all its lands, tenements, hereditaments, rights of way, and easements, acquired or appropriated, or which shall be here- after acquired or appropriated, for the purpose of a right of way for a single, double, or other track, railroad, and telegraph line, and for depots, engine- houses, car-houses, station-houses, warehouses, machine-shops, superstructures, erections, and fix- tures, being necessary for the use of said railroad or telegraph ; and also all and singular the fran- chises, now owned, possessed or acquired, or which shall be hereafter owned, possessed, or acquired by the said party of the first part, for the purpose of building and operating said railroad and tele- graph above specified and described ; and also all the rails, depots, yards, engine-houses, car-houses, station-houses, warehouses, machine-shops, work- shops, and fixtures of said party of the first part ; and also all goods and chattels now owned, or which shall hereafter be owned or acquired, by said party of the first part, necessary to said rail- road and telegraph line, or the running and oper- ating the same. To have and to hold all and singular the prem- ises, rights, franchises, lands, and property, real and personal, hereinbefore and hereby assigned, mort- gaged, pledged, and conveyed, or intended to be, and every part and parcel thereof, with all the appurtenances unto the same belonging, or in anywise appertaining, unto the said Edwin D. Morgan and Oakes Ames, parties of the second part, and their survivor, successor or successors, and his or their assigns, in trust for the person or 71 persons, firm or firms, bodies politic or corporate, *g$i;* c " who have heretofore, or who shall hereafter atjjo^j^Jeid any time, become the purchasers, or holders, or ^^^J. owners of any or either of said bonds so to be JJJ^JJj 1 issued as aforesaid, and subject to the terms, pro- mad e. visions, and conditions in said bonds contained, and subject also to the provisions and conditions of the said acts of congress, and also subject to the possession and management of said railroad and telegraph line and property by said party of the first part and, its assigns, so long as no default shall be made in the payment of either the inter- est or principal of the said bonds so to be issued, or any of them, and so long as said party of the first part shall well and truly observe, keep, and perform, all and singular, the covenants, agree- ments, conditions, and stipulations in this inden- ture contained and set forth, and which are to be observed, kept, and performed by and on the part of the said party of the first part. And the said Union Pacific Railroad Company, ^jjgJJJJJ c v_ the party of the first part, covenants and agrees a e S ta r a e te S c & a c r " to and with the said parties of the second part, that it shall and will pay, or cause to be paid, all taxes, charges, rates, levies, and assessments im- posed, assessed, or levied, or which may hereafter be imposed, assessed, or levied upon the premises, lands, franchises, and property hereby mortgaged, conveyed, and assigned, or intended so to be ; and shall and will, at its own proper cost, charge, and expense, do, or cause to be done, all the acts and things necessary or proper to be done or per- formed, in order to preserve and keep valid and intact the lien or incumbrance upon, all and singu- lar, the aforesaid lands and premises, property and franchises, hereby created ; and further, that the said party of the first part shall and will not, at any time hereafter, or in any way or manner, interfere or avail itself of any extension laws, 72 foTvaiffiif appraisement laws, or any other laws of the states men? iIwsT&c or territories through which the said road shall pass, now in force, or hereafter to be enacted and in force in said states or territories, which would alter, affect, or impair, or which are or which may be designed, intended, or construed to alter, affect, or change the rights and interests of the said parties of the second part, as herein declared, or which shall in any way impede or obstruct the mode or manner of realizing, perfecting, or en- forcing the rights and interests of any of the owners or holders of said bonds so to be issued as aforesaid, or which shall affect, change, or alter the time, place, mode, means, or manner of per- fecting, enjoying, or enforcing any of such rights or interests, as the same are herein declared ; company to do and also that the said party of the first part shall whatever may . f J r be necessary and will, at any time or times hereafter, and from and proper to . 7 . J 7 , , ,. effectually se- time to time, execute, acknowledge, and deliver, cure the bonds. . 7 ' o 7 7 under its corporate seal, to the said parties of the second part, and the survivor, successor, or suc- cessors thereof, all such other or further assur- ances, deeds, mortgages, obligations, transfers, indentures, and instruments in writing, and shall and will do and perform all such other or further acts or things, as shall or may be necessary or proper, or as their counsel learned in the law shall deem necessary, proper, or expedient, for the better or more effectually securing upon the above mortgaged premises the payment of the said bonds so to be issued, and the interest due and to grow due thereon in manner aforesaid, or for carrying into effect the true intent, design, objects, and purposes of these presents, or making, preserving, continuing, and keeping valid and effectual the lien and incumbrance created, or intended to be created, by the execution, delivery, and recording of this indenture, upon the property real and personal, rolling stock, equipments, franchises, and effects hereinbefore particularly described. 73 This indenture further witnesseth, That the said Union Pacific Railroad Company, the party ^f 8 any cov " of the first part, by these presents further cove- nants and agrees to and with the said parties of the second part hereto, and the survivor or sur- vivors of them, and their and his successor or successors, as trustees, in manner and form fol- lowing, that is to say, First That the said Union Pacific Railroad Company, the party hereto of the first part, shall and will well and truly pay the said sums of money to pay at time ,. ,, '-i-in , i i and in manner secured in and by said bonds so to be issued, as specified: herein provided, together with the semi-annual interest to become due thereon, at the rate of six per centum per annum, at the times, in the man- ner, and at the place specified therein respectively. Second. That no greater amount of bonds JJStaiKfi. shall be issued or put in circulation under the trar y t0 act8 of , . Jr congress: provisions of this deed than the sum or amount authorized to be issued by the act of congress aforesaid, nor shall any such bonds be issued be- fore the same lawfully may be issuable in pursu- ance of said acts. Third. If any default shall be made in the payment of any of said bonds or coupons, at the time and place when the same shall become pay- - able, and such default shall continue for six months thereafter, then the said trustees, on the That trustees request in writing of holders of a majority of fault may take such bonds, then in force and so in default, may mortgaged and shall forthwith enter into and take possession SnEame" of all and singular the said mortgaged property, ceeds in pay" .-,, i n i t ,1 m ent of bonds, rights, and franchises, and use, operate, and man-&c. age the same for the benefit of the holders of all said bonds ; and if such default shall continue for the space of one year from the time of the hap- pening of such default, then said trustees, upon the request in writing of the holders of a majority of all said bonds then outstanding, may and shall 74 offer for sale, and sell, all and singular the said mortgaged property, rights, and franchises, or so much thereof as may be necessary, at public auction, first giving notice of such sale by adver- tisement in one or more newspapers published in the city of New York, for a period of ninety days, and otherwise proceeding according to the statutes in such case made and provided : and as the at- torneys of the said party of the first part, for that purpose by these presents duly authorized, con- stituted, and appointed, may and shall make and deliver, to the purchaser or purchasers on said sale, a good and sufficient deed or deeds of con- veyance in the law of the lands and real property so sold, in fee simple, and of all other property, rights, franchises, and privileges so sold, by such full, perfect, and effectual title and estate as the nature of the things sold shall admit and allow ; and all proceeds of said mortgaged property, rights, and franchises, which shall be realized by the management or operation thereof, or the sale thereof, provided for in this third clause, after deducting all necessary and proper costs, expenses, charges, and commissions of said sale, and all the other expenses and disbursements of the said trustees in their proceedings, shall be applied by said trustees to the payment of the moneys then owing for principal and interest upon such of said bonds as shall then remain in force, whether due or to become due, and without preference, and the surplus, if any, shall be paid by them to the said party of the first part, its successors or as- signs. Amounts in de- And in case of the said trustees entering and Trustees to re- taking possession as aforesaid, then at any time e 1 r 3 ty"&c. prop * afterwards, but before such sale as aforesaid, upon the payment and satisfaction of all sums then payable on said bonds for interest, and all costs, expenses, and charges incurred or accrued by 75 reason of such entry, possession, and use, and the operating and using of the property by the said trustees, they, the said trustees, shall relinquish and restore the premises to the said party of the first part, to be held subject to these presents in like manner as if such entry had not been made. And whensoever the said trustees shall be in Power of tro* possession by means of any such entry, they shall s?on! n p0Si have full power to run and operate said railroad, and to do and carry on the business of the corpo- ration, party of the first part, including repairs, for the benefit of the holders of said bonds under the trusts by these presents declared, in such manner as the said trustees shall deem discreet and advisable. And for all services rendered by the said trus- Trustees paid, tees in performance of any duty whatsoever whom, under and by virtue of these presents, they shall be entitled to receive from the parties of the first part, or from and out of the said property or its proceeds, a fair and proper compensation. This Indenture further witnesseth: That these Mortgage to , -. . . , cease on pay- presents are upon the express condition, that, gent of: an upon the payment of all the bonds so issued and to be issued in full and the interest due thereon, then these presents, and the estate hereby grant- ed, shall cease and determine ; and the said party of the first part, its successors and assigns, shall thereupon be immediately and fully reinvested with said premises, franchises, and property here- by granted in law and in fact, without any entry or other act whatsoever. It is further agreed, that no one of the said Trustees not to i, ii * ' ini be answerable trustees, their survivor or successors, shall be for each other, answerable for the acts, omissions, or defaults of the other, nor for anything short of gross negli- gence or wilful default in the discharge of his duties. And this indenture further witnesseth: That 76 Trust extends only to bonds certified by trustees. "Vacancies in trustees, bow to be filled. On failure to fill vacancy, secretary of company to call meeting of bond-holders. this trust, and the security hereby intended, ex- tends only to such bonds of the party of the first part as shall be certified by the said trustees, or the survivor of them, and his and their successor or successors, and when all such bonds shall be satisfied and discharged, the trusts herein and hereby created shall cease. This indenture further witnesseth: And it is hereby expressly agreed, that in case of the death, resignation, incapacity, or removal of any or either of the parties of the second part, then it shall and may be lawful, and the remaining, acting, surviv- ing, or competent trustee, and the party of the first part, are hereby jointly empowered to elect and appoint, by an instrument in writing duly ex- ecuted by each of such parties, a competent per- son to fill the vacancy created in manner afore- said, and that such person so appointed trustee, on his acceptance of such appointment, shall have and possess and be vested with the same rights and powers as trustee as he would have had and possessed or been vested with, had be been origi- nally made a party of the second part hereto, and shall perform the same duties in all respects; and until such appointment shall be so made in man- ner aforesaid, and notwithstanding any vacancy as aforesaid, said remaining, surviving, acting, or competent trustee shall have full power and au- thority to execute each and all the trusts hereby created; and his acts in the premises shall be as legal, valid, and effectual in all respects and to all intents and purposes as if the same had been done and performed by both the parties hereto of the second part. And if for any reason the said surviving trustee and the party of the first part hereto should fail to unite in the appointment of a trustee, as before required, within the space of thirty days after such vacancy occurs, then, and in that case, it 77 shall be the duty of the secretary of the com- pany to call a meeting of the bondholders, by printed notice published in two of the public newspapers of the city of New York, calling such meeting of the bondholders to be held in said city, not less than thirty days after the first pub- lication of said notice, for the purpose of filling such vacancy. At the time and place specified in such notice, the holders of said bonds, at such meeting, shall power of bond- proceed to elect a suitable person to act as such mee1ing 0f 8UCh trustee to fill said vacancy; and a majority in interest of said bondholders so attending said meeting, or legally represented thereat, shall be competent to elect a new trustee; and the person so elected shall immediately, on such election and on his acceptance in writing of such trust, become vested wuth all the estate, trust rights, powers, and duties of the trustee in whose place he shall have been elected. And in case said appointment shall be made in company to manner aforesaid, or in case of such election asSmeS, aforesaid, the said party of the first part hereby we trustees"*" covenants to make, execute, and deliver such act ' &c ' other or further instruments, deeds, indentures, or assurances as may be necessary to enable the person or persons so appointed or elected to exe- cute the trusts hereby created and declared, as fully and perfectly in all respects as he or they could have executed the same if originally made > a party or parties of the second part to this in- denture. Notice of the appointment or election of every Notice to De- new trustee shall be given to the Department of JjEiSSriSr. the Interior. It is further agreed that it shall be the duty of Further duties the said trustees to certify as aforesaid, and deliver of immediately to the said party of the first part all such bonds as by the said acts of congress may trustees. 78 lawfully be issued from time to time as the same shall become issuable, to be held or used by the said party of the first part. In witness whereof, the said Union Pacific Kail- road Company, the party of the first part, has caused these presents to be subscribed by its president and attested by its secretary, and has caused its corporate seal to be hereunto affixed ; and the said parties of the second part, for the purpose of signifying their acceptance of the trusts herein and hereby created, have hereunto subscribed their names and affixed their seals, the day and year first above written. JOHN A.DIX, [l.s.] President Union P. R. R. Co. Suscribed, sealed, and deliv-1 Attest, ered in the presence of j CHS. TUTTLB, By E. D. MOKGAN. Secretary U. P. R. R. Co. Witness : Chas Tracy, r d MOKGAN. [l.s.] John I.Davenport. l j By OAKES AMES. OAKES AMES, [l.s.] Witness; Chas. Tracy, Amasa Cobb. By J. A. DIX and C. TUTTLE. Witness : Chas. Tracy, Charles Nettleton. District of Columbia, 1 Washington County, J I, John F. Callan, a commissioner for the territory of Nebraska, residing in Washington, in the county of Washington and District of Colum- bia, do certify that on the 13th day of December, in the year 1865, at Washington, in the district aforesaid, before me personally appeared Charles Tracy, who, being by me duly sworn, did depose and say that he resides in the city of New York, in the state of New York; that he was one of the subscribing witnesses to the execution of the fore- 79 going deed ; that he knew Edwin D. Morgan and Oakes Ames, the persons described in and who executed the said deed ; that he saw said Morgan and the said Ames sign, seal, and deliver the same; and they acknowledged to him that they execut- ed the same ; and that he, the said Charles Tracy, thereupon became the subscribing witness to the execution of the said deed, which is to me satis- factory evidence of the due execution of said deed. In witness whereof, I have hereunto set my hand and official seal, at Washington, [l. s.] in the county of Washington, in the Dis- trict of Columbia, this 13th day of De- cember, in the year 1865. John F. Callan, A Commissioner for Nebraska. U.S. Revenue Stamps, 5 cents, Cancelled. State of New York, City and County of New York Jss. Be it remembered, that on this fifteenth day of December, A. D. one thousand eight hundred and sixty-five, before me, Charles Nettleton, a commissioner of the territory of Nebraska, in and for the state of New York, duly appointed and commissioned by the governor of said terri- tory, duly sworn and dwelling in said city of New York, personally appeared John A. Dix, the presi- dent of the Union Pacific Kailroad Company, and Charles Tuttle, the secretary of the same com- pany, to me respectively known, who, being by me severally duly sworn, did depose and say that he, the said John A. Dix, resided in the city, county, and state of New York, and that he, said Charles Tuttle, resided in Eye, in the county of Westches- ter, in the state of New York ; that he, said John A. Dix, was the president, and he, said Charles 80 Tuttle, was the secretary, of said Union Pacific Railroad Company ; that they each knew the cor- porate seal of the said company ; that the seal affixed to the foregoing indenture was such cor- porate seal ; that the said corporate seal was so affixed by the order of the board of directors of said company, and with the assent and authority of the stockholders thereof; and that the said John A. Dix, as such president as aforesaid, sub- scribed the said indenture ; and the said Charles Tuttle, as such secretary as aforesaid, attested the same by subscribing his name thereto, by the like order and authority ; and they, the said John A. Dix and Charles Tuttle, acknowledged to me that they executed the same indenture in manner aforesaid, as the act and deed of the said Union Pacific Railroad Company. In witness whereof, I have hereunto set P -, my hand and affixed my official seal, the L ' 'J day and year above written. U.S. Revenue Stamp, 5 cents, Cancelled. Charles Nettleton, Commissioner for the Territory of NebrasJca, in New York. Similar certificates follow for the territories of Dakota, Colorado, Utah, and state of Nevada. 81 LAND GRANT MORTGAGE. THIS INDENTURE, made this sixteenth day of April, one thousand eight hundred and sixty- seven, between the Union Pacific Railroad Com- pany, a body corporate, created by and linder an act of the congress of the United States of Amer- ica, approved July 1, 1862, entitled "An act to aid in the construction of a railroad and telegraph line from the Missouri river to the Pacific ocean, and to secure to the government the use of the same for postal, military, and other purposes," party of the first part, and Cyrus H. McCormick Trustees. of the city of New York, and John Duff of the city of Boston, parties of the second part, wit- nesseth : Whereas, by the said act of congress, approved July 1, 1862, being chapter 120, and by the act of congress amendatory thereof, approved July 2, 1864, being chapter 216, a large number of sec- tions of the public lands of the United States has been granted to the said company for the purpose Purpose of of aiding in the construction of its railroad and an gra telegraph line, and to secure the safe and speedy transportation of the mails, troops, munitions of war, and public stores thereon ; And whereas, the said party of the first part, for the purpose of raising money to aid in the construction of said railroad and telegraph line, and to secure the safe and speedy transportation of said mails, troops, munitions of war, and public stores, has determined to make and issue, from time to time, under its corporate seal, and secure by mortgage on said lands the bonds of said company to an amount not exceeding ten thou- Amount and 1 i ri / i -i n ' i 'i J 'J denomination sand dollars for each mile of said railroad ; said of bonds, &c. 6 82 bonds to be severally for the sum of one thousand dollars each, and payable to the bearer thereof twenty years after the date thereof, with semi- annual interest at the rate of seven per centum per annum, payable on every the first day of April and October ensuing the date thereof, until the principal sum shall be paid according to the tenor thereof; each of said bonds to bear date of the time of its issue and to be certified, and to have coupons for such interest annexed, and to be in form as follows, namely : [copy of bond.] UNITED STATES OP AMERICA. No. $1000. UNION PACIFIC RAILROAD COMPANY. BOND. Secured by mortgage on lands granted by the United States. The Union Pacific Railroad Company acknowl- edges itself to owe to bearer one thousand dollars, which sum said company promises to pay to the holder hereof, at its office in the city of New York, twenty years after the date hereof, and also inter- Bond - est thereon at the rate of seven per cent, per annum, semi-annually, on the first day of each April and October ensuing the date hereof, until the said principal sum shall be paid, on the pre- sentation of the annexed interest coupons at the office of the company in the city of New York. In testimony whereof, the said company has caused to be affixed hereto its corporate seal, and these presents to be subscribed by its president and treasurer, this day of. one thousand eight hundred and Treasurer President. [L.S.] 83 [certificate.] The undersigned trustees do hereby certify certificate of that the Union Pacific Railroad Company has executed to us a deed of trust, or mortgage, pur- porting to convey all the right, title, and interest which the said company now has or shall here- after acquire in and to all public lands of the United States, to said company, granted by an act of congress, approved July 1, 1862, and by the act amendatory thereof, approved July 2, 1864, except the lands which are or shall be included in the railroad and telegraph line of said company, or used for the construction or operation thereof or for the track, yards, depot grounds, buildings, or erections thereof, in trust for the benefit of the holders of its bonds of similar tenor with the foregoing, except as to the date, issued, and to be issued, to an amount not exceeding in all ten thousand dollars per mile of said railroad; with power, in case of a default in paying the interest or principal of said bonds or any of them, to take possession of and to sell the lands so conveyed, and apply the proceeds to the payment of said bonds ; and that the foregoing is one of the sev- eral bonds described in and secured by said deed ; and that we have caused the said deed to be recorded in every county through or in which the said road has been actually constructed, and in which the said lands so far as thereby already acquired are situated, and a certified copy thereof is filed in the office of the Secretary of the Inte- rior at Washington, and that the same is a first lien upon all the lands so conveyed ; and that the whole amount of such bonds certified by us does not exceed ten thousand dollars for each mile of the track of said railroad actually laid. Dated, 18 } Trustees. 84 Coupon. Purpose of conveyance. What convey- ed. $35. [copy op coupon.] The Union Pacific Railroad Company will pay the bearer, at its office in the city of New York, on the first day of. 18 , thirty-five dollars, being the interest due that day on its Land Grant Bond No Treasurer. Noio, therefore, this indenture witnesseth, That the said party of the first part, for securing the payment of the sums of money mentioned in the said bonds, and the interest thereof, and in consid- eration of the premises, and also for and in con- sideration of the sum of one dollar to the said party of the first part in hand paid by the parties of the second part, the receipt whereof is hereby acknowledged, has granted, bargained, sold, re- leased, enfeoffed, conveyed, and confirmed, and by these presents does grant, bargain, sell, release, enfeoff, convey, and confirm unto the said parties of the second part, as trustees, and to their suc- cessors and survivor, and their and his heirs and assigns forever : All and singular, the said several sections of land so as aforesaid granted to said company by said acts of congress ; and also all the estate, right, title, interest, claim, and demand whatsoever, at law or in equity, of, in, or to the same, or any part or parcel thereof, which the said party of the first part now has, holds, owns, or is entitled to, or hereafter may or shall acquire, have, hold, own, or be or become entitled to, by force or virtue of the said acts of congress : Saving, Excepting, and Reserving all parts and parcels of said lands which are or shall be included in the said railroad and telegraph line of said company, or used for the construction or operation thereof, or for the track, yards, depot grounds, buildings, or erections thereof: 85 To have and to hold, all and singular, the lands hereby granted, or intended to be granted, and each and every part and parcel thereof, with the appurtenances thereunto belonging, unto the said parties of the second part, and their successors and survivor, and their and his heirs and assigns forever, as trustees, for the uses and purposes, and upon the trusts, terms, conditions, and agreements in this indenture set forth and declared. Provided, always, and these presents are upon conditions of the express condition, that if the said party of the first part shall well and truly pay, or cause to be paid, to the holders of the said bonds, and every of them, the principal sums of money therein mentioned, according to the tenor thereof, with the interest thereon, at the times and in the manner hereinbefore provided, according to the true intent and meaning of these presents, then and from thenceforth this indenture and the estate hereby granted shall cease and determine, and all the right, title, and interest in any and all prop- erty hereby conveyed to the parties of the second part, not then disposed of under the powers here- by conferred, shall revert to and vest in the said party of the first part. This Indenture further witnesseth, that these presents, and the said bonds, are made, executed, and delivered upon the trusts, terms, conditions, and agreements following ; that is to say, That all the lands herein above conveyed and mortgaged shall be under the sole and exclusive management and control of the said party of the company to first part, who shall have full power and authority proceeds V be to make contracts for the sale of the same at such pai price, on such credit or terms of payment, and such other conditions as shall be agreed on by the said party of the first part and said trustees, and as shall seem to them best calculated to secure the payment in full of all the bonds issued, as herein- 86 before provided, until entry or foreclosure by the trustees, as hereinafter provided. But no title to any tract of land, contracted to be sold by the said party of the first part, shall be given until the whole of the purchase-money of said tract shall be paid to said parties of the second part, or their successors or survivor, in cash or in said bonds, or over-due coupons thereof. And for this purpose, it is agreed that the said party of the first part and said trustees shall cause company and all such lands, as they shall from time to time be- termine price of come subject to sale, to be carefully examined and surveyed, and shall affix to each tract or parcel such price as in their judgment shall be most ju- dicious, having in view the interests of all parties; and said lands shall be and remain at all times thereafter open for sale to any person who may desire to purchase and pay therefor, the prices being, nevertheless, at all times subject to revision and alteration by the said parties ; and the party of the first part may reserve from sale any lands necessary for depot grounds, or other purposes connected with the construction or operation of the said railroad or telegraph. Bonds and cou- The purchaser of any such land shall be at lib- Sed t0 in e P ay- erty to pay for the same in the aforesaid bonds or ment for lands. over _(j ue coupons at par; and when any tract or parcel of said lands shall have been purchased and paid for, either in bonds, coupons, or cash, as hereinbefore provided, the same shall be conveyed by the said party of the first part and said trus- tees to the purchaser in fee simple, and shall by such conveyance be absolutely and forever re- leased from any and all lien or incumbrance, for or on account of said bonds, or any other debt or obligation of the said party of the first part. Trustees to can- The said trustees shall and will cancel and dis- charge each and every bond and the coupons thereon, and all over-due coupons, which they eel bonds, &c. 87 may receive in payment for land, or by purchase, by defacing the seal of the corporation, perforat- ing the signatures of the president and treasurer, and drawing lines across each of the interest cou- pons, on receipt thereof; and all bonds and cou- pons received in payment for lands, as aforesaid, shall, when so cancelled, be delivered to the said party of the first part. The said trustees shall apply the proceeds of all Trustees to ap - sales made by them of lands hereby conveyed, to safestopayment the sole and exclusive purpose of the payment of the bonds provided for in, and issued in conformity to the terms of, this indenture. And for this pur- pose all such avails shall, from time to time, as the same are realized, be used in the purchase of such bonds in the market, to be cancelled, so long as purchases thereof can be made at par ; and when- ever such bonds cannot be purchased at that rate, said trustees shall advertise for proposals to sell such bonds to them in two newspapers published in the city of New York; and after receiving such proposals, they shall have power to pur- chase such bonds at the lowest terms so of- fered. The said party of the first part doth hereby cove- nant and agree to pay to the holders of said bonds respectively, the said principal sums of money therein mentioned, and the interest thereof, as aforesaid. If any default shall be made in the in default of payment either of principal or interest on any ofS^ay'takT said bonds for six months, after demand at the FanX &c n place of payment when the same shall become due, then the said trustees may, on being request- ed by the holders of at least one hundred thousand dollars of such bonds, enter into and take posses- sion of any of the lands above conveyed, and fore- close this mortgage, and may sell at public auction so much of said lands as may be necessary to discharge all arrears of such interest, and apply 88 the proceeds, after deducting the costs, charges, and expenses of such entry, foreclosure, and sale, to the payment of such arrears of interest. If any such default shall continue for one year from the time of such demand and refusal, the principal sum of all said bonds then outstanding shall be- come due and payable, and the said trustees may enter into and take possession of all the lands above by these presents mortgaged or conveyed, foreclose this mortgage, and sell at public auction all said lands, or so much thereof as may be nec- essary, first giving at least six months' previous notice of the time and place of sale in at least one newspaper published in the city of New York, and in one published in the city of Omaha ; and they shall apply the proceeds thereof, after deducting the costs, charges, and expenses of such last men- tioned entry, foreclosure, and sale, to the payment of all said bonds then outstanding and the interest accrued thereon, rendering the overplus, if any there shall be, unto the said party of the first part. In case of any sale upon any such foreclosure or at any such public auction, the said trustees shall make, execute, and deliver a conveyance of the said lands so sold, which shall convey to the pur- chaser all the rights and privileges of the said party of the first part, in and to the property so sold, to the same extent as the same shall have been previously enjoyed and held by the said party of the first part. company enti- If after any such entry shall be made or any tied to repos- . r i t i n l J session on pay- such foreclosure proceedings shall be commenced, for the satisfying of interest only, as above pro- vided, and before the lands are sold thereon, the said party of the first part shall pay and discharge such interest and deliver the coupons therefor to the said trustees, and pay all the costs, charges, and expenses incurred in such entry and fore- closure and the proceedings thereon, then and in 89 every such case the said trustees shall discontinue their proceedings thereon, and restore to the said party of the first part all. such lands, to be held subject to the above conveyance and mortgage, and subject to all the provisions, terms, and con- ditions of these presents, in like manner as if such entry had not been made nor such foreclosure proceedings commenced. In case a vacancy shall happen in the number of trustees hereinbefore mentioned, as parties of the second part in this indenture, the remaining trustee shall, while said vacancy exists, have all the rights, exercise all the powers, and discharge all the duties devolving on the said trustees by this instrument. But, as soon as it conveniently vacancies in may be done, such vacancy shall be filled by the /neVT&c. ow nomination, by the remaining trustee, of some proper person to fill such vacancy ; which nom- ination shall be submitted to the board of direc- tors of said company, and, if approved by them, the person so nominated and approved, immediate- ly shall become a trustee under this instrument. If said nomination is not approved, another per- son shall be nominated by said remaining trustee, and in like manner submitted for approval ; and so on till three nominations shall have been made. But if three successive nominations shall be made, and none of them shall be approved by said board, said vacancy shall be filled by a committee of three persons, selected, one by said remaining trustee, one by said board of directors, and a third by the two thus selected, and the person appointed trustee by a majority of the committee shall be and remain a trustee under this instru- ment. And the person regularly appointed a trustee to fill a vacancy in either of the forms above specified, shall, from and after his said ap- pointment and his acceptance of the appointment, become vested with the same estates, powers, 90 rights, and interests, and charged with the same duties and responsibilities as if he had been one of the original trustees,, parties of the second part, named in and executing this instrument ; and the prior remaining trustee may and shall execute such conveyances and instruments as may be proper or necessary to vest the same in such new trustee jointly with him or to furnish evidence of such vesting. If at any time either of the said trustees shall ^h o t r of^tru8- res ig n his place as trustee, by a proper deed or writing to that effect, and such resignation shall be accepted by the said party of the first part, then, and in every such case, the place of such resigning trustee thereupon shall become and be vacant. Whenever all the bonds which shall have been made and issued by the said party of the first part, under and in conformity to the provisions of this indenture, with the interest thereon, together with all the expenses incurred by the said trustees in the execution of the trust herein Trustees to re- and hereby created, shall have been fully paid, me n n V t e ofa n ii p t a he the said trustees shall reconvey to the said party of the first part all and singular the said lands then in the hands of the said trustees, and not before that time sold or disposed of, in the execu- tion of the trust hereby created. In case the said trustees shall at any time have any trust moneys on hand, derived from the sale of the lands hereby conveyed, which will not be required to meet any immediate liabilities of the company, to which said moneys are by these Trustees to de- presents devoted, the said moneys shall be depos- it money, -^ Qn interest with some bank or trust company in the city of New York, subject to be drawn by cheques signed by the trustees, or such one of Land books to them as they may designate. Snd ffitees Co ' All the books of the said company and of the 91 trustees, relating to the lands hereby conveyed, shall be mutually open to the inspection of said company and said trustees. It shall be the duty of the said trustees to cer- tify as aforesaid, and deliver to the said party of the first part the said bonds, as the same from Trustee to de- time to time shall be demanded, not exceeding lver ten thousand dollars of such bonds for each mile of the track of said railroad actually constructed, to be held, issued, or used by the said party of the first part. And it is hereby mutually agreed, by and be- tween the parties hereto, that the said parties of the second part, and their survivor and successors, and their heirs, executors, and administrators, shall not be answerable for the acts, omissions, or Trustees not iia- defaults of each other, nor for anything short of Sohothe?.' 9 f their own gross negligence or wilful misfeasance. It is hereby declared by the parties to this in- denture, that all the provisions of said acts ofActsofcon- P . i . * tit i i gress made part congress, so tar as they are applicable, are hereby ot indenture, made, and shall be deemed and taken to be, a part of this instrument, and the said provisions, in all that concerns the sale and disposal of the said lands hereby conveyed to the parties of the second part, are to be observed, and strictly and faithfully carried out and fulfilled. And the said party of the first part covenants and agrees to and with the said parties of the second part, that the said party of the first part shall and will, at any and all times hereafter, and from time to time, execute, acknowledge, and de- liver, under its corporate seal, to the said parties of the second part, and their survivor or succes- sors, all such other or further assurances, deeds, mortgages, obligations, transfers, indentures, and instruments in writing, and shall and will do and Further neces- perform all such other or further acts or things, as ments to be ex- L , ,, , , 7 . ecuted by corn- Shall or may be necessary or proper, or as their pany. 92 counsel learned in the law shall deem necessary, proper, or expedient, for the better or more effect- ually securing upon the above conveyed and mortgaged premises the payment of the said bonds so to be issued, and the interest due and to grow due thereon in manner aforesaid, or for carrying into effect the true intent, design, objects, and purposes of these presents. In witness whereof, the said party of the first part has caused these presents to be sealed with its corporate seal, and to be signed by its president pro tern, and treasurer, and the said parties of the second part have set hereto their hands and seals, the day and year first above written. Oliver Ames, Preset pro tern., U.P.R.R.Co. U.S. Revenue Stamps to $ Cancelled. John J. Cisco, Treasurer U.P.R.R.Co. Sealed, signed, and de- ) livered in presence of ) By O. Ames and J. Duff. Witness: Chas. Tracy, Chas. Nettleton. Sealed, signed, and de- ) livered in presence of } By John J. Cisco and Cyrus H. McCormick. Witness: Charles Nettleton, William W. Pearson. Cyrus H. McCormick.[l.s.] John Duff. [l.s.] 93 State of New York, ) City and County of New York, j Be it remembered, that on this sixteenth day of April, a. d. 1867, before me, Charles Nettleton, a commissioner of the state of Nebraska, in and for the state of New York, duly appointed and com- missioned by the governor of said state, duly sworn and dwelling in said city of New York, personally appeared Oliver Ames, the president pro tern, of the Union Pacific Railroad Company, and John J. Cisco, the treasurer of the same company, to me respectively known, who, being by me severally duly sworn, did depose and say that he, the said Oliver Ames, resided in Easton, in the state of Massachusetts ; and that he, said John J. Cisco, resided in the city, county, and state of New York ; that he, said Oliver Ames, was the president pro tern., and he, said John J. Cisco, was the treasurer of said Union Pacific Railroad Company ; that they each knew the corporate seal of said company ; that the seal affixed to the foregoing indenture was such corporate seal ; that the said corporate seal was so affixed by the order of the board of directors of said company, and with the assent and authority of the stockholders thereof; and that the said Oliver Ames, as such president pro tern, as aforesaid, subscribed the said indenture ; and the said John J. Cisco, as such treasurer as aforesaid, attested the same by subscribing his name thereto, by the like order and authority; and they, the said Oliver Ames and John J. Cisco, acknowledged to me that they executed the same indenture in manner aforesaid, as the act and deed of the said Union Pacific Railroad Company. And also, on the same day personally appeared before me Cyrus H. McCormick and John Duff, who are personally known to me to be the same and identical persons described in and who exe- 94 cuted the foregoing indenture as trustees therein named, and they severally acknowledged to me that they executed the same as their free and voluntary act and deed, for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my official seal, the day and year above written. Charles Nettleton, Commissioner for Nebraska in New York. [I.S.] Similar certificates follow for the state of New York, and the territories of Dakota, Colorado, Utah, and state of Nevada. Copy of Record of Proceedings of Executive Com- mittee authorizing Income Bonds to he issued. Boston, Sept. 23, 1869. Executive committee met pursuant to adjourn- ment. Present Messrs. John Duff, C. S. Bushnell, W. T. Glidden, and Elisha Atkins. Records of all the meetings, from September 8 to September 22, inclusive, were read and ap- proved. On motion of Mr. Glidden, it was Resolved, That the president, or vice-president, and treasurer, are hereby authorized to prepare and issue bonds to the amount of ten million dol- lars, bearing interest at the rate of ten per cent, per annum, payable at the option of the company in two years from September 1, 1869, or within five years from said date, giving as security the obligation of the company to trustees for the pur- chasers to appropriate the net income of the com- pany to the payment of interest on these bonds, 95 after paying the coupons on first mortgage and land grant bonds of the company, and John R. Duff, Benjamin E. Bates, and Wm. T. Glidden are hereby designated as trustees for the purchasers, as before named ; and all resolutions in regard to income bonds heretofore passed are hereby re- scinded. Yeas Duff, Bushnell, Glidden, and Atkins. Indenture under which the Income Bonds were issued. This indenture, made and executed at the city of Boston, on the first day of September, a. d. 1869, by and between the Union Pacific Railroad Com- pany of the first part, and John R. Duff, Benjamin Trustees. E. Bates, and P. Gordon Dexter, all of the city of Boston, trustees, as hereinafter set forth, of the second part, Witnesseth : That the party of the first part has caused to be made and executed its bonds of one thousand dollars each, bearing even date herewith, amount- Amount and ,1 . . , earnings, &c. year, make up and turnisn to said trustees a lair and just account of the net earnings of said road for the six months next preceding, and will de- duct therefrom the interest due and payable from it, upon the first mortgage of its road heretofore issued, and upon its land mortgage bonds hereto- fore issued or to be issued, so as to exhibit the true sum applicable to the payments of the sev- eral interest warrants attached to said bonds, bear- ing date September 1, 1869. And farther, will, in case they shall fail to pay said interest warrants, according to their tenor at company when the time the same fall due, pay over to said party pay over net in- of the second part the said net income of their tees. road, after the deductions aforesaid, or such part thereof as may be necessary to pay said interest warrants, with interest thereon from their matu- rity ; and a reasonable compensation to said party of the second part, for the performance of their said trust ; which sum thus paid, except their com- pensation aforesaid, is to be, by said parties of the same to be a P - second part, held and applied to the payment of mentoiuTter- sa id interest warrants to the holders thereof, with est, &c, by ' trustees. interest. And said parties of the first part do further agree to hold said net income in trtfst for the par- 97 ties of the second part, to be applied to the pur-^pw^jf poses aforesaid in case of its failure to pay its tury of war- warrants at maturity. And said parties of the second part do hereby accept said trust, and covenant and agree to exe- Trustees not to cute the same; but without any responsibility ex- acts 1 of each cept for their wilful negligence or default in the premises, and without responsibility for the acts or omissions of each other. In testimony whereof the said corporation has hereto affixed its seal, and caused the same to be signed by its president and treasurer, thereto duly authorized; and the said parties of the second part have hereto interchangeably set their hands and seals the day and year first above written. JOHN R DUFF, [seal.] BENJ. E. BATES, [seal.] F. GOKDON DEXTER, [seal.] (copy.) UNITED STATES OF AMERICA. No. $1,000. UNION PACIFIC RAILROAD COMPANY. 50 cent "Rnism 5 cent stamp. iJKjriU. stamp. The Union Pacific Railroad Company acknowl- edges itself to owe to bearer one thousand dollars, Bond, which sum said company promises to pay the holder hereof, at its office in the city of Boston, on the first day of September, a. d. 1871, or on the first days of March or September in either of the years 1872, 1873, or 1874, at the election of said company ; and also interest thereon at the rate of 7 98 ten per cent, per annum semi-annually, on the first day of each March and September ensuing the date hereof, until said principal sum shall be paid, on the presentation of the annexed interest war- rants at the office of the company in the city of Boston. In testimony whereof, the company has caused to be affixed hereto its corporate seal, and these presents to be subscribed by its president and treasurer, this first day of September, a. d. 1869. (Signed) OLIVER AMES, President. Seal of Co. JOHN M. S. WILLIAMS, Treasurer. This bond is one of a series of bonds of one thousand dollars each, dated September 1st, 1869, amounting in the aggregate to ten millions of dollars, and payment of the interest warrants attached thereto is secured by an indenture of covenant between said corporation and John R. Duff, Benjamin E. Bates, and F. Gordon Dexter, trustees for the holders of said bonds, whereby said company agrees to apply the net income of the road, after deducting therefrom the payments of interest that shall fall due upon the first mortgage of its said road, and also upon the mortgage of its lands heretofore made, and to the pay- ments of said interest warrants. Copy of one of ten coupons attached : JOHN R. DUFF, ) B. E. BATES, S Trustees. F. G. DEXTER, j $50. Warrant of fifty dollars, half yearly interest, on bond of the Union Pa _j ~\ cific Railroad Company, | / |No. , dated September I \Jl, 1869,payable September l,1874,uponthe surrender of this warrant, unless saidbondshallhave beenprevious- ly paid. J. M. S.Williams, Treas. 99 BRIDGE MORTGAGE, This indenture, made this first day of April, 1871, by and between the Union Pacific Railroad Company (hereinafter called "the company") of the one part, and John Edgar Thomson of Philadelphia, John Pierpont Morgan of New York, and Elisha Atkins of Boston, of the other part. WHEREAS, by an act of congress of the United RVfiStbylct States, approved 22d February, 1871, the company g 7 J ebru " y 22 ' is authorized to construct a bridge and railroad line across the River Missouri, between Omaha in the state of Nebraska, and Council Bluffs in the state of Iowa, and to issue such bonds, not exceed- ing two millions and a half of dollars, as it might deem needful for that purpose, and to secure the same by mortgage on the bridge and its ap- proaches and appurtenances : And whereas the company, for the purpose of purchasing and acquiring the lands and materials necessary for the construction of the said bridge and its approaches, and connecting lines, and for con- structing the same, has determined to obtain a loan of money by the issue of special bridge bonds for the total sum of two millions and a half of dollars Amount, de- United States gold com, or five hundred thousand a d character t -r i , . ? . , , of bonds, &c. pounds British sterling money, in two thousand five hundred bonds, numbered 1 to 2,500 inclu- sive, for the sum of one thousand dollars United States gold coin, or two hundred pounds British sterling money each, the principal of which is pay- able on the first day of April, 1896, unless sooner redeemed under the sinking fund clause herein- after contained, payable at the option of the holder at the office of Messrs. Dabney, Morgan & Co., or 100 their satisfactory successors, of New York, or at the London and San Francisco bank (limited), London, with interest in the mean time from the first day of April, 1871, on the said principal sum, at the rate of eight per cent, per annum, payable by half-yearly instalments of forty dollars United States gold coin, or of eight pounds five shillings and nine pence British sterling money, each, on the first day of October and the first day of April in each year, free of all taxes on said bonds in the United States, the said interest to be payable at the option of the holder, in United States gold coin, at the office of Messrs. Dabney, Morgan & Co., or their satisfactory successors, New York, or in British sterling money, at the office of the said London and San Francisco bank (limited), in Lon- don, upon presentation of the coupons attached to the bonds, with provisions for the principal of the said bonds becoming due immediately upon default of paying the interest thereon, or upon default in the provision of the fund for payment of interest and sinking fund as hereinafter provided : And whereas it has been agreed, upon the issue of the said bonds, that the payment of the princi- pal, and interest thereof, shall be secured in manner hereinafter expressed, and that the covenants and mortgage hereinafter contained should for that Trustees named, purpose be made to the said John Edgar Thomson, John Pierpont Morgan, and Elisha Atkins (herein- after called "the trustees"), for the benefit of and in trust for the various persons who have consent- ed, or shall hereafter consent, to purchase and take the said bonds, and all other the persons who shall at any time hereafter be or become holders of the said bonds ; and also, so far as necessary, for the benefit of and in trust for any persons or corpo- ration who shall become purchasers of the said bridge, under the powers hereinafter contained : And whereas the said bonds are identified as 101 being entitled to the benefit of the security here- by given by a certificate upon each of them, signed by the trustees : NOW THIS INDENTURE WITNESSETH, that the company doth hereby covenant and agree with and to the trustees in manner following ; that is to say : Art. 1. The survivor or survivors of the trus- tees, or other persons or person who shall, under the powers hereinafter contained, be for the time being the trustees or trustee of these presents (all which persons collectively are hereinafter called "the trustees") for the time being, if the ca st ofoSauit said company should at any time fail to provide J^eSght "to the said trustees with all the moneys required to flx tolls ' &c - meet matured interest, sinking fund payments, and all other obligations arising under the terms and conditions of this indenture, shall, so long as any of the said bonds shall be outstanding or un- paid, have the right to fix the tolls to be levied upon all property and passengers to be transported over, or which shall use or have the benefit of the said bridge, or the depots connected therewith at Council Bluffs or Omaha, or the lines of tracks required to connect the said bridge with the rail- waj^s having their terminus at Omaha and Coun- cil Bluffs ; and the rates so fixed may be changed from time to time by the trustees for the time being, so as to produce from time to time a suf- ficient revenue to maintain the said bridge and lines in good order and repair, and to pay the interest on the said bonds, and to provide in each year a sinking fund, to consist of the fixed sum of forty-two thousand dollars United States gold coin, and of a sum equal to the interest upon all bonds previously purchased or redeemed by the operation of the sinking fund in previous years ; which sinking fund in each year is to be applied for the purchase or redemption of so many of the 102 v said bonds as it will purchase under the provi- sions hereinafter contained, provided the holders elect to sell the same. Art. 2. The said tolls shall be levied and col- lected by the company upon all property and passengers transported over or using the said Snen^pon k ri( % e > depots, or lines, and shall constitute a first vTo^rtfXc. transportation lien upon all such property, and shall be first deducted and retained from the gross sums received from transportation of such property and passengers, and shall be especially set apart, and the amount thereof received, de- ducted, and retained in each calendar month; and shall, within fourteen days after the end of each calendar month, be paid to the credit of the trustees for the time being, at such banking house at New York as they shall from time to time designate ; and said money shall be kept 1by said trustees at current deposit interest, for the benefit of the company ; and out of the moneys so raised and paid, and the interest that may accrue there- on, the trustees for the time being shall in each year deduct and retain such sums as shall be Money received necessary to pay and provide the interest for the from tolls, &c, J r J . r . , _ . - to be applied, current year on the said bonds, and the said further sum of forty-two thousand dollars gold coin, and a sum equal to the interest upon the bonds, previously redeemed or purchased under the provisions hereinafter contained ; and the two last mentioned items shall constitute the said sinking fund, which is to be applied in each year by annual drawing for the purchase and redemp- tion of the said bonds thus drawn, with a premium of ten per cent, thereon, if the holders thereof elect to sell the same in the manner hereinafter provided ; and out of the said moneys so received by them, the trustees for the time being shall pay the interest on the unredeemed bonds and the principal and premium of the bonds thus to be 103 redeemed or purchased, if any, and the remainder (if any) of the tolls received by the said trustees in each year shall be repaid by them to the com- pany. Art. 3. The bonds to be redeemed in each year shall be drawn by lot by the trustees for the time Jrastees^ re- being, or some or one of them, or by some person iot,&c. duly authorized by them, in the month of Novem- ber in each year, beginning in the month of No- vember, 1871, at the office of Dabney, Morgan & Co., or their satisfactory successors, New York, in the presence of one of the members of that firm and of a Notary Public, and notice of the num- bers so drawn shall be posted by the trustees for the time being at the offices where coupons are paid in New York and London, and shall be also advertised by them in one or more newspapers in each of the cities of London and New York, on or before the first day of February after the drawing : and on the first day of April following the drawing, the bonds so drawn shall be paid by the trustees for the time being to such of the holders thereof as may have in writing notified the trustees, on or before that day, of their elec- tion to have their said bonds so redeemed or paid, together with a premium of ten per cent, on the nominal value thereof; that is to say, at the rate A u 7 '' . . Payments to be ol two hundred and twenty pounds British ster- made, when . _ i 1-iTTi aud fow- ling money, or one thousand one hundred dol- lars United States gold coin, for each bond : such payment to be made at the option of the holders of the bonds, at the offices of the London and San Francisco Bank (limited) in London, or Messrs. Dabney, Morgan & Co., or their satisfac- tory successors, of New York, on delivery up of the bond with the unmatured coupons ; and in case any of the holders of the bonds thus drawn shall fail to notify the trustees in writing as afore- said of their election to have their said bonds 104 trustees, &c. thus paid and redeemed with the premium afore- said, then and forever thereafter such bonds shall cease to be entitled to be purchased and redeem- ed by means of said sinking fund as aforesaid, and said sinking fund shall be proportionately if toils not suf- reduced. In case the tolls paid over by the com- licient, compa- 1 J V? make u p pany to the trustees for the time being; shall not deficiency. | m i i be sufficient to enable the said trustees to make the payments which they are hereinbefore au- thorized to make, the company will from time to time pay to the trustees for the time being such sums of money as shall be required to make up the deficiency, as and when required to make the payments. Art. 4. All moneys to be raised by the issue of ah money the said bonds shall in the first instance be receiv- raised by bonds , . 1 to ed by the trustees, who shall retain m their hands, from time to time, such amount as shall, in their judgment, be sufficient to secure the entire con- struction and completion of the said bridge, and of the connecting lines and approaches thereof, and the payment and provision of the interest and sinking fund upon the said bonds during such construction. Art. 5. For the better securing the payment of the principal and interest of the said bonds, and in consideration of the premises and of one dol- lar lawful money of the United States to the company in hand paid by the trustees, the receipt whereof is hereby acknowledged, the company hath granted, bargained, sold, assigned, transfer- red, set over, enfeoffed, conveyed, and confirmed, and by these presents doth grant, bargain, sell, assign, transfer, set over, enfeoff, convey, and con- firm, unto the said John Edgar Thomson, John Pierpont Morgan, and Elisha Atkins, trustees as aforesaid, and to their heirs and successors, and the survivors and survivor of them, and the heirs of such survivor, all and singular, the said bridge Bridge, &c. conveyed to trustees, &c. 105 over the River Missouri, between Omaha and Council Bluffs, and the approaches thereof, and the appurtenances belonging thereto, including all parts and portions of the said bridge now con- structed or hereafter to be constructed, and the depots at Council Bluffs and Omaha aforesaid, and the lines and tracks required to perfect the said bridge, its approaches and appurtenances, and to connect the same with the neighboring lines, including in this conveyance as well the lines and tracks now constructed as those which may hereafter be constructed, and also all estates, terms, and rights of way for the said bridge, ap- proaches, and appurtenances, as well now held by the company, as to be hereafter acquired by it, and all the rights and privileges of the company of, in, or to the said bridge, approaches, or appur- tenances, or touching, concerning, or appertaining to the maintenance, use, and occupation thereof. To have and to hold all the said premises unto the said John Edgar Thomson, John Pierpont Morgan, and Elisha Atkins, as such trustees as aforesaid, and to their heirs and successors, and the survivor and survivors of them, and to the heirs of such survivor: Upon trust, to hold the same to and for the uses and purposes, and upon and with the conditions and powers in and by these presents expressed and declared. Art. 6. So long as the security hereby created shall subsist, the company will insure the depots company tom- and buildings connected with the said bridge to bunding? &c. the full value thereof, with some insurance office or offices, to be approved by the trustees for the time being, against loss or damage by fire, and will deposit with such trustees the policies of insurance, and produce to them the receipts for payment of premiums, so soon as they shall become due : in default whereof the trustees for the time being may insure the said depots and buildings, and the 106 company will forthwith repay them the cost there- of, or the said trustees may retain the same out of any moneys which shall come to their hands by virtue of these presents. on default of Art. 7. If the company shall fail to levy and tees to receive collect the tolls, to be fixed as aforesaid upon the tolls directly. , -. - r i property and passengers transported over, or hav- ing the benefit or use of the said bridge, depots, or lines, or to deposit and apply the said tolls in manner hereinbefore provided ; or if the tolls col- lected and paid over by the company shall prove insufficient to meet the payments aforesaid, to be made thereout by the trustees for the time being, for interest and redemption of the bonds at the time and manner hereinbefore provided, and the company shall fail in due time to pay the deficiency to such trustees, or if the company shall fail to keep any other of its covenants herein contained, then and in such case it shall be lawful for the trustees for the time being, and it is hereby made their duty, to enter into the direct possession and receipt of the said tolls, and for that purpose to appoint suitable agencies for collection of the said tolls independently of the company, and thereout to defray the expenses attending the maintenance, working, and managing of the said bridge and lines ; and out of the surplus, so far as it will ex- tend, to pay the interest and provide the sinking fund upon the said bonds, and generally to apply such surplus in the same manner as is hereby pro- vided in the case of the tolls having been levied by the company and paid over to the trustees for the time being, continued de- Art. 8. If any such default shall be committed mayseffSwt. by the company, as in the preceding article men- gagedproperty -tioned, the trustees for the time being shall be authorized, and are hereby required, upon the re- quest of the holders of one tenth of such part of the said bonds as shall then be unpaid, with or with- 107 out entry as they may deem best, to cause the said bridge and lines, and all other the property, mat- ters, and things hereinbefore expressed, to be con- veyed, to be sold by public auction in the city of New York, giving ninety days' notice of the time, place, and terms of sale, once in each week, in one or more papers published in London or New York, and upon such sale to execute to the purchaser or purchasers deeds, releases, transfers, and convey- ances of the property, estates, rights, and securi- ties thus sold, and to apply the proceeds of such sale, together with all moneys in their hands which shall be received under or by virtue of these presents, after deducting all expenses incurred in the execution of the trusts or powers hereby cre- ated,pro rata in payment of the principal and in- terest of the said bonds then unpaid, whether the same shall have become due or not, and shall pay over the surplus (if any) to the company. Art. 9. No purchaser on any such sale shall be Purchaser not , , . \ 1.1 l ,- required to in- DOUnd to inquire whether such notices as are men- quire as to no- tioned in the preceding article have been given, x or be affected by any notice that they have not been given ; but the conveyance by the trustees to the purchaser shall, notwithstanding the want of such notices, be an effectual discharge to the pur- chaser (who shall not be bound to see to the ap- plication of the purchase-moneys) and an effectual conveyance to him. Art. 10. If such sale shall be made as is pro-incaseofsaie, vided in Art. 8, the company shall thereafter, in S bridge, &c. perpetuity, be bound to pass over the said bridge and lines, and no part thereof over any bridge or ferry across the Missouri now or hereafter exist- ing, within twenty miles in a straight line above or below the said bridge hereinbefore mentioned, all the passengers and freight of the company passing across the Missouri, and will pay, as a first transportation lien upon such traffic, such tolls as 108 shall from time to time be lawfully charged by the purchasers of the said bridge and lines in respect of goods and passengers passing over or using the same. Jfifwfnot^uf- ^ RT * I*- Notwithstanding any such sale, the bonds c onT y a- com P an 3 r sna ^ remain bound to pay to all the ny to pay bai- bondholders so much of the principal and interest of their bonds, if any, as shall not have been paid out of the proceeds of such sale. Art. 12. Upon payment by the company, with- out any such sale as is mentioned in Art. 8, of the principal and interest of the said bonds, at the times and in the manner aforesaid, the transfer, conveyance, and assignment hereby made of the said bridge, with its appurtenances, and other the premises hereinbefore expressed, to be conveyed, shall be void ; and all the estate, right, and prop- payment by erty hereby conveyed to the trustees shall revert company of all . -. . .1 bonds, &c, to to and revest in the company, without any ac- re-vest right to , , , D . p 7' bridge, &c. knowledgment of satisfaction, or reconveyance, re-entry, or any act whatsoever. Art. 13. If any of the trustees for the time being shall die or resign, the vacancy shall be filled by a successor from among the persons holding bonds of the said issue to an amount not less than five thousand dollars, such appointment to be made in vacancy in writing by the remaining trustee or trustees for be u mS howt0 ^ ie ti me being, an d the board of directors of the company, or in case the said board of directors shall fail, after notice in writing from said trus- tees, to make such joint appointment within three calendar months after the vacancy shall occur, the appointment shall be made by any court of equity having jurisdiction in the premises ; and upon any such appointment all necessary conveyances and assurances shall be made to vest in the new trus- tees, jointly with the remaining trustees, the prop- erty hereby mortgaged, and all the rights and powers hereby created. 109 Art. 14. Notwithstanding any such vacancy, the remaining trustee or trustees may discharge ^S^s toWe all the duties and powers hereby given to the ful1 powers, &c. trustees for the time being as effectually as if the full number of trustees had been filled up ; and all the covenants herein contained are to be deemed and made with the trustees hereby appointed, or the survivor or survivors of them, and their suc- cessors in the said trust. Art. 15. The said trustees hereby appointed severally accept the said trust, but they are not, Trustees not - xi a x> x! i- t x i 7 able for acts of nor are the trustees for the time being, to be an- each other, swerable, except for wilful default or gross negli- gence in the execution of the said trust, and neither of the trustees for the time being is to be answer- able for the doings and omissions of any other of such trustees, unless consented to by him. Art. 16. The company will pay to the trustees for the time being a reasonable compensation for o f SE s e a " on the discharge of their duties, and also all or any expenditure or costs incurred therein, or the trus- tees for the time being may retain the same out of any moneys which shall come to their hands by virtue of these presents. In Witness whereof the company hath affixed its common seal to these presents, and caused the same to be signed by its president and secretary, in pursuance of a resolution of its board of di- rectors, and the other parties have hereunto set their hands and seals the day and year first above written. Seal of Union Pacific R. R. Co. Executed in the presence ) UNI < PACIFIC E ' R C0 - !) E. H. EOLLIKS, Secretary. 110 Witness to signature of^ E. H. Rollins, Sec'y, > H. B. Wilbur. > W k2T J C. I1^ J J- EDG AE THOMSON, W M1! Thacy M0RGAN ' J- PIERPONT MORGAN, W H?b! Wilb0r KINS ' ELISHA ATKINS, Trustees. SUPPLEMENTARY BRIDGE MORTGAGE. This agreement, made the twenty-seventh day of September, 1871, by and between the Union Pacific Railroad Company (hereinafter called "the company"), of the one part, and John Edgar Thomson of Philadelphia, John Pierpont Mor- gan of New York, and Elisha Atkins of Boston (hereinafter called" the trustees"), trustees under a certain indenture of conveyance and mortgage executed by and between said company, and said Thomson, Morgan, and Atkins, as trustees, bearing date the first day of April, 1871, where- by said company hath mortgaged its certain bridge and approaches and appurtenances over the River Missouri to secure the payment of its certain bonds and obligations therein mentioned, of the other part, witnesseth : That the said company and the said trustees, for and in consideration of one dollar to each of them by the other in hand paid, do hereby mutu- ally covenant, grant, promise, and agree, to and with each other, that the notice required to be given by the holders of the bonds drawn, in ac- cordance with the terms and provisions of article Ill three of said indenture, of their election to have their bonds redeemed and paid, may, with the consent of the bondholders given as hereinafter provided, be given to and accepted by the said trustees at any time before the drawing thereof, and that such notice may be given and accepted in the manner hereinafter provided. That the interest on the bonds, drawn in accord- ance with the terms and provisions of article three of said indenture, and as to which notice shall have been given as above provided, shall cease after the first day of April following the day on which they are drawn. That all the bonds secured by said indenture shall bear interest at the rate of two fifths of one per cent, per annum, in addition to the annual eight per cent, interest provided for in the said indenture, which said interest of two fifths of one per cent, shall be paid in a gross sum of ten per cent, upon the nominal amount of the bond at the time when the principal of the bond be- comes payable under the terms or conditions of said indenture, excepting always that those, bonds which are drawn and redeemed at ten per cent, premium before maturity by the sinking fund shall not carry the said interest of two fifths of one per cent.; and the trustees are hereby au- thorized and empowered to retain and deduct, and to pay and discharge, such instalment of interest out of any funds or moneys of the com- pany in their hands. That the London and San Francisco Bank (limited), of London, is hereby authorized on the written authority of any bondholder under seal, to be filed with the trustees or either of them, to endorse or to cause to be endorsed, by printing or otherwise, upon his bond that notice has been given to and accepted by the trustees that the holder of such bond elects to have the 112 same redeemed by the sinking fund when drawn ; that such bond, if drawn for the sinking fund, ceases to draw interest from April first next fol- lowing ; and that the last holder thereof will be entitled to a final instalment of interest on such bond at the rate of ten per cent, on the nominal amount thereof upon the principal becoming due under the terms or conditions of the mortgage, unless the same be redeemed before maturity by the sinking fund. In witness whereof the said company hath caused these presents to be signed, sealed, and delivered the day and year first above written. Seal of Union Pacific Railroad Co. t Sealed and delivered in~| the presence of Thomas A. Scott, President Union Pacific Railroad Co. Chas. Edward Tracy, witness as to signature Union Pacific Railroad Company of Rollins. by E. H. Rollins, Secretary. John A. Hillery, as to Thos. A. Scott. SINKING FUND INDENTURE. This Indenture, made the eighteenth day of December, one thousand eight hundred and sev- enty-three, between The Union Pacific Railroad Company, party of the first part, and the Union Trust Company, of New York, party of the second part, witnesseth : Whereas, the party of the first part is the own- er of a railroad extending from the city of Oma- ha, in the state of Nebraska, to a point about 113 five miles west of the city of Ogden, in the terri- tory of Utah, being the western terminus thereof, as fixed by an act of congress entitled "An act to fix the point of junction of the Union Pacific Railroad Company," and the Central Eailroad Company, approved July 3, 1869 ; which said road is subject to a certain mortgage made by Refers to > P revi- said company to Edwin D. Morgan of the city of mortgages up- New York, and Oakes Ames, late of Easton, in the state of Massachusetts, trustees, bearing date the 1st day of November, 1865, and given to secure the bonds of said company to the amount of twenty-seven million two hundred and thirty- seven thousand dollars, pursuant to an act of congress authorizing the same. And said road is still farther subject to a lien or mortgage to the United States of America to secure the payment of bonds issued to said corporation by the United States of America, for the sum of twenty-seven million two hundred and thirty-six thousand five hundred and twelve dollars, pursuant to the acts of congress chartering said corporation : And whereas, said party of the first part is also the owner of the lands granted by the con- gress of the United States to said party of the first part by two several acts thereof, to wit, an act entitled "An act to aid in the construction of a railroad and telegraph line from the Missouri river to the Pacific ocean, and to secure to the government the use of the same for postal, mili- tary, and other purposes," approved July 1, 1862, and an act amendatory thereof, approved July 2, 1864, subject to a certain mortgage made by the Refers to previ- party of the first part, on the sixteenth day of mortgage ipou April, 1867, to secure the land grant bonds of ar said company, except such as have been conveyed or contracted to be conveyed by said party of the first part to purchasers thereof: 8 114 fomTbondt And whereas, there are now outstanding cer- tain income bonds of the party of the first part to the amount of ten millions of dollars, issued by the said party of the first part on the first day of September, 1869, which mature in the year 1874: And whereas, for the purpose of paying said bon k d in tote n is- DOn( H or retiring the same by exchanging the wbatpJJfpSe. cou P on bonds secured by this indenture therefor, and for the purpose of raising money to meet other obligations of said party of the first part, said party of the first part has determined to issue coupon bonds, amounting in the aggregate to sixteen millions of dollars in gold coin of the United States, or three millions two hundred thousand pounds British sterling money, and to secure the same by this mortgage upon the land, land grants, railroad, and appurtenances and property of said party of the first part : Now, therefore, this indenture witnesseth, That for the purpose of securing the payment of the principal and interest of the coupon bonds of said company, amounting to the sum of sixteen A m 'tofsink- millions of dollars in gold coin of the United ing fund bonds .. . . 1 . .. to be issued, btates, or three millions two hundred thousand rate of interest, -i t- ; i t -t and when ami pounds .British sterling money, said coupon where payable. bonds being in number sixteen thousand, and for the sum of one thousand dollars gold coin of the United States, or two hundred pounds British sterling money, each being numbered from one to sixteen thousand, inclusive, the prin- cipal thereof being payable on the first day of September, 1893, in gold coin, unless sooner redeemed under the sinking-fund clause herein- after contained, at the office of the company, with interest at the rate of eight per cent, per annum, current money of the United States (or seven per cent, per annum British sterling money, at the option of the holder), said interest being 115 payable on the first day of March and the first day of September in each year, at the office of said company, and at the banking house of Mor- ton, Rose & Co., London, England, according to the tenor of the interest coupons hereunto an- nexed ; and each of said coupon bonds shall be certified by the said party of the second part to be of the issue intended to be secured by this mortgage. And for the further purpose of secur- ing the performance of the covenants hereinafter contained, the Union Pacific Railroad Company, union Trust said party of the first part, hath granted, bar-New P Yorkto gained, sold, released, conveyed, and confirmed, and by these presents doth grant, bargain, sell, release, convey, and confirm unto the Union Trust Company of New York, and its successor as trustee, for whomsoever may from time to time be the holder of said coupon bonds hereby intended to be secured, all the right, title, estate, and interest of the said party of the first part, of, in, and to the railroad hereinbefore mentioned and its appurtenances, together with all its lands, tenements, hereditaments, rights of way, and ease- ments, acquired or owned, or which shall be here- after acquired or owned, for the purpose of a right of way for a single, double, or other track railroad, and for depots, engine-houses, car-houses, station-houses, warehouses, machine-shops, super- what t structures, erections, fixtures, and appurtenances ^f s mo r rtga^e and property, necessary or convenient for the use of said railroad ; also all the rails, depots, yards, en- gine-houses, car-houses, warehouses, round-houses, machine-shops, work-shops, and other structures and fixtures of the said party of the first part, and also all goods and chattels now owned or which shall hereafter be owned or acquired by said party of the first part, necessary or conven- ient to said railroad, or the running and opera- tion of the same, or used or employed therein, or 116 in connection therewith; subject, however, to said conveyance in trust and mortgage so made to the said Morgan and Ames, and also to the said lien or mortgage of the United States above referred to ; also all and singular the lands so as aforesaid granted to said party of the first part by the said acts of congress, and also all the estate, right, title, interest, claim, and demand whatsoever, at law or in equity, of, in, or to the same, or any part or parcel thereof, which the said party of the first part now has, holds, owns, or is entitled to, or hereafter may or shall ac- quire, have, hold, own, or be or become entitled to by force or virtue of said acts of congress, saving and excepting all parts and parcels of said lands which shall have been, previous to the ex- ecution of this mortgage, conveyed or contracted to be conveyed by said party of the first part to purchasers thereof. To have and to hold all and singular the prem- property ises hereby granted, with the appurtenances, and mm e tg e a d ge"heid S the goods and chattels hereinbefore bargained to condiS ect and sold, and all the lands hereby granted or fSit e is n made. intended to be granted, and each and every part and parcel thereof, with the appurtenances there- unto belonging, unto the said party of the sec- ond part, and its successors, as trustees, as afore- said, for the uses and purposes, and upon the trusts, terms, conditions, and agreements in this indenture set forth and declared. Provided, always, and these presents are upon this express condition, That if the party of the first part shall well and truly pay to the holders of the bonds to be issued as hereinbefore stated, or of such of the said bonds as shall from time to time be outstanding and unpaid, and every of them, the principal and interest moneys to grow due on said bonds respectively, at the times and in the manner mentioned in the said bonds, 117 according to the true intent and meaning of the same: And provided also, That if the said party of the first part shall well and truly pay to the said party of the second part, or its successors, the sum of money hereinafter agreed to be paid an- nually, to be applied to the purchase and cancel- lation of the debt hereby created : And provided also, That if the said party of the first part shall keep and perform all the cov- enants on its part herein contained, and shall, until the full payment of the principal and inter- est of the bonds hereby secured, and whenever required by said trustee, keep paid off and dis- charged all taxes and assessments which may at any time be imposed upon the real or personal estate hereby granted, bargained, and sold, or intended so to be, or upon any portion of either, and all specific or general liens upon any of the property, real or personal, of the said party of the first part, the payment whereof may be ma- terial, necessary, or essential to the protection of the security hereby created : And provided also, That if the said party of the first part shall at all times, until all prior mortgages shall have been extinguished by the payment of the bonds thereby secured, or until the bonds hereby secured shall have been fully paid, keep paid off and discharged any and all interest which shall become due and payable upon the bonds secured by such prior mortgages, and per- form each and every covenant and agreement in this indenture contained, on its part, to be perform- ed at the time and in the manner herein stated : Then and from thenceforth these presents, and the estate hereby granted, shall cease, determine, and be null and void. SSSSKSi But in case default should be made- in the pay- Snt? {!?&- ment of the principal or interest of said bonds ^ alorinter " 118 hereby secured, or such of them as may from time to time be outstanding, or any of them, or any part of either, as said principal or interest shall fall due, according to the tenor of said bonds ; or in case the party of the first part shall fail to keep paid off and discharged the taxes and assessments which may be imposed upon the mortgaged premises or property, or any part thereof, as hereinbefore provided, or any specific or general liens on said premises or property, the payment whereof may be material, necessary, or essential to the protection of the security hereby created; or in case the party of the first part shall fail to keep paid off and discharged the in- terest to accrue from time to time upon the bonds secured by the prior mortgages upon said rail- road, or such of them as shall from time to time remain outstanding ; or in case the party of the first part shall make default in the performance of any of the covenants on its part herein con- tained, then, and in either of the cases above mentioned, the conveyance herein contained shall be in full force and virtue, and it shall be lawful for the party of the second part, or its successors, and the party of the first part doth hereby fully authorize and empower them, with the aid and assistance of any person or persons, to enter into and upon and take possession of the said railroad and the branches thereof, and all and singular the lands, tenements, car- and engine-houses, ma- chine-shops, goods and chattels, and property, real and personal, hereby mortgaged, and every or any part thereof, and to hold the same as mortgagees in possession for the benefit of the holders of the bonds hereby secured, subject, however, to the rights secured by said prior mortgages or liens, and to retain and keep pos- session of said property, real and personal, use and operate the same, and to make from time to 119 time all necessary or proper repairs and replace- ments, and to receive the earnings, rents, issues, and profits thereof, until a sale thereof shall be made pursuant to law, rendering an account thereof to the party of the first part ; and after paying all current expenses, and the expenses of necessary repairs and replacements, and all proper costs, charges, and expenses, taxes, assessments, interest on prior mortgages, and making all other payments necessary for the protection of the security hereby created, as hereinbefore provided, to apply the surplus, if any, to the payment, pro rata, of the interest and principal of the bonds hereby secured, or such of them as may be then outstanding. And in case default shall be made in the pay- provisions in ment of the interest as it falls due upon the said made d i e n a pay- is bonds hereby secured, or any of them, or in the s t nt of mter " payment of the principal thereof, or of any of them, when due, or in making any of the pay- ments of taxes, assessments, principal or interest of prior incumbrances, or any of the payments herein agreed to be made by the party of the first part, or in the performance of any of the covenants, provisions, or conditions herein con- tained, the said party of the second part to these presents, or its successors, is hereby authorized and empowered to grant, bargain, and sell the property and premises hereby mortgaged, and all the right, title, interest, and equity of redemption of the said party of the first part therein, at public auction in the city of New York, after having first advertised the time and place of said sale three times in each week for three successive weeks prior to said sale, in one or more of the newspapers published in the cities of New York, Boston, and Omaha; and as the attorneys of the said party of the first part by these presents duly constituted and appointed, to make, execute, seal, 120 and deliver to the purchaser or purchasers there- of a good and sufficient deed or deeds, bill or bills of sale, conveyance or conveyances in fee simple for the same, and out of the moneys aris- ing from such sale after paying the expenses of such sale, and all moneys expended on necessary repairs or replacements or necessary expenses, to pay to the several holders of the bonds and cou- pons hereby secured, the amount of principal and interest which may be due or unpaid to them respectively, whether the same shall have matur- ed or otherwise, rendering the overplus, if any, to the party of the first part, its successors or assigns; which sale so made shall forever be a perpetual bar, both at law and in equity, against the said party of the first part, its successors and assigns, and all other persons claiming or to claim the premises so sold, or any part thereof, by, from, or under the said party of the first part, its successors or assigns. And this indenture further witnesseth, That it a sinking fund is hereby covenanted and agreed that the said commencing^' party of the first part, in addition to paying the with sept. i, j n t eres t as ^ accrU es upon such of the said six- teen millions of dollars of bonds hereby secured as shall from time to time be issued and remain outstanding and unpaid, shall pay to said party of the second part or its successors, as a sinking fund for the gradual redemption of the bonds hereby intended to be secured, a sum equal to one per cent, per annum on the amount of bonds actually issued and outstanding under this mort- gage, on the first day of September of each year, beginning with the year 1875, until the principal sum of this mortgage shall become due and the sum so paid shall constitute the said sinking fund, which shall be applied each year by annual draw- ing to the purchase and redemption of the said bonds, so drawn as hereinafter mentioned. 121 The bonds to be redeemed, in each year, shall be drawn by lot by the said trustee or its succes- Bonds to be re- sor, or by some person duly authorized by it, insinkTngfund; 6 the month of July of each year, beginning in the and^oticeto month of July, 1875, at the office of the compa- eglven ny, in the presence of the president or vice-pres- ident of said company, and of a notary public. Notice of said drawing shall be announced thirty days prior to the day the same shall take place, in the city of London and in the city of New York and in the city of Boston, in some newspa- per published in said cities, respectively, and of general circulation therein. Notice of the num- bers so drawn shall be posted by the trustee for the time being at the office of the company, and at the office of Morton, Rose & Co., in the city of London, or their satisfactory successors, and shall also be advertised by said trustee and Mor- ton, Rose & Co., in one or more newspapers, published in each of the cities of Boston, New York, and London, and of general circulation therein. On the first day of September following Holders of said drawing, the bonds so drawn shall be paid, ?o notifJ a tr?s- by the trustee for the time being, to such of the SecSon'T 1 * to holders thereof as may have in writing notified bon^redeem- the trustee, on or before that day, of their elec-saVd^ 6 86 cease to be en- 80 tion to have their said bonds so redeemed or Slid to be paid, that is to say, at the rate of one thousand redeemed ' dollars, in current money of the United States, in the city of New York, or two hundred pounds in British sterling money, in the city of London, for each bond, on delivery thereof, with its un- matured coupons, to the said trustee, or the said Morton, Rose & Co., or their satisfactory succes- sors. And in case the holders of such bonds, so drawn as aforesaid, or any of them, shall fail to give notice in writing to said trustee, or its suc- cessor, of their election to have their said bonds thus paid and redeemed as aforesaid, then and 122 forever thereafter such bonds shall cease to be entitled to be purchased and redeemed by means of said sinking fund as aforesaid, and said sink- ing fund shall be proportionally reduced. And it is further mutually agreed, That such sinking funds sinking fund money shall not, nor shall any part cannot be used , -, S; , . v -. 7 . J * for any other tnereoi, at any time or under any circumstances, be withdrawn, or used or appropriated for any other purpose whatsoever than the purpose here- inbefore declared, until the whole of the debt intended to be secured by this mortgage shall have been paid or purchased by the said parties of the second part, or its successor, under and in pursuance of the provisions hereof; and further, that if, by reason of the failure of parties whose bonds shall be drawn as aforesaid, to notify their election to have their said bonds so redeemed or paid in manner as aforesaid, any portion of said sinking fund shall remain in the hands of the party of the second part, the same shall be by them forthwith invested in said sinking fund bonds of this company, at not over par and ac- crued interest, by advertising for sealed proposals and accepting the lowest offer, all such bonds to be cancelled by said trustee and returned to said company, and said sinking fund to be reduced accordingly. Bonds redeem- And it is further agreed, That all bonds pur- fund 7 toV cL- chased with said sinking fund money shall be ceiied.j forthwith cancelled by the said trustee, or its suc- cessors, and when so cancelled, be delivered over to the said party of the first part. And it is further covenanted and agreed, That eleven millions one hundred and eleven thousand one hundred and eleven dollars of the bonds specified hereby intended to be secured, shall be reserved, bondTreserved to be used at the times and in the manner de- ed for e fn C c h omf termined by the vote of the directors of the cor- bonds. poration, in exchange for, or the proceeds thereof 123 to be used for the purchase or payment of, the bonds known as the ten per cent, income bonds of the party of the first part ; and the said bonds, so reserved as aforesaid, or the proceeds thereof, or any part thereof, shall not, at any time or un- der any circumstances, be applied or appropriated to any other purpose than that hereinbefore de- clared, until the same shall have been fully re- deemed and paid. And it is further covenanted and agreed, That the coupon bonds hereby intended to be secured sinking fund may, at the option of the holders thereof, be con- registered! verted into or exchanged for a like amount of registered bonds, to be issued by the said party of the first part, bearing interest at the rate of eight per cent, per annum in currency of the United States; but said registered bonds shall not be entitled to share in the application of the sinking fund hereinbefore provided for the re- demption or payment of the coupon bonds secur- ed by this instrument. And it is hereby further agreed, by and be- tween the parties to these presents, That this indenture is made, executed, and delivered, whol- ly and absolutely subject to any and all the pro- visions of the land grant mortgage heretofore made by the party of the first part to Cyrus H. Tins mortgage McCormick of the city of New York, and Jolm protons of Duff of the city of Boston, as trustees, said land mortgge gran grant mortgage being made and dated on the sixteenth day of April, A. D. 1867; and until the bonds secured by said mortgage and each thereof shall be fully paid and satisfied, each and every provision thereof, in respect to the sale of said lands and the disposition of the proceeds thereof, shall be operative and effectual in like manner as if this instrument had not been made, and the lands granted by the said instrument shall be ap- praised, sold, and conveyed as therein at length 124 set forth, and the conveyance thereof to the pur- chasers as therein directed and described shall vest in such purchaser or purchasers a perfect title in fee, free and divested of any claim, lien, or incumbrance whatever, and especially of the lien and incumbrance of these presents, in like manner as if this indenture had not been made ; and the proceeds of the sales of said lands so con- veyed to said Cyrus H. McCormick and John Duff, as aforesaid, shall be held, kept, and dispos- ed of as in said land grant mortgage directed and required, and faithfully applied to the pay- ment and redemption of the bonds thereby secured. And when said bonds, so secured or intended g/ant SSgage * De secured by said land grant mortgage, shall procee S ds ed of nave k een ^ u ^y P a ^ an ^ satisfied, then and toS apiid 8 to thenceforth all the proceeds of the sales of said ofrinkSgSSnS lan ds shall De applied to the payment and redemp- bonds. tion of the bonds hereby intended to be secured, in the same manner as is provided in said land grant mortgage for the payment and redemption of the bonds thereby intended to be secured. And it is hereby further agreed, That when and after said land grant bonds, and all thereof, shall have been paid and satisfied in full, then and grant bonds thereafter the trustee herein named, or its suc- trustee named cessor, shall become entitled to the control, care, mo S rTgagf enti- and custody of the residue of said granted lands tied to custody ., r . , -. n -.. , n . ,., of residue of then remaining unsold and undisposed or, m like lands manner as are now the trustees under said land grant mortgage, and the same shall be appraised and sold in like manner as now provided by said land grant mortgage, and the proceeds thereof paid over to said trustee, or its successor, to be applied in redemption of the coupon bonds here- by secured, in like manner as land grant bonds are now redeemed by the trustees under said land grant mortgage ; and the conveyance by 125 said party of the first part, and the said trustees, or their successors, of the residue of granted lands, after all land grant bonds now outstanding and unpaid shall have been paid or redeemed, shall vest in the purchaser or purchasers a per- fect title in fee, free and divested of all liens or incumbrances whatsoever. And it has been further agreed, That if, at any time hereafter, the said party of the first part should desire to have any portion of the proper- station proper- ty, now or hereafter used for depot or station dismortgage purposes and included in this mortgage, released b^th^aabstitu^ from the operation hereof, and other property {{gj property, equally available for depot or station purposes, as the case may be, substituted in lieu thereof as part of the mortgage security, the said party of the second part, or its successor, shall release the same from the operation of this mortgage, and receive such substituted depot or station property in lieu thereof; but such substitution shall not be made unless, in the opinion of the said party of the second part, or their successors, such substi- tuted depot or station property is equally availa- ble for depot or station purposes, as the case may be, as the premises so released. And it has been further agreed, That in case of the insolvency, resignation, or incapacity from any cause, of said trustee, or its successor, then a successor to and in that case it shall be the duty of the sec- P rovi e d e ed! ow retary of the company to call a meeting of the bondholders, by printed notice, published in one of the public newspapers in each of the cities of New York and Boston, calling such meeting of the bondholders, to be held at the office of the company, to be designated in said notice, not less than thirty days after the first publication of said Notice to be . {riven, notice, for the purpose of filling such vacancy. At the time and place specified in such notice, the holders of said bonds, at such meeting, shall 126 Majority of proceed to elect a suitable person to act as such bondholders to? , n^^ i i ..... elect. trustee to till said vacancy ; and a majority in in- terest of said bondholders so attending said meet- ing, or legally represented thereat, shall be com- petent to elect a new trustee, and the person or corporation so elected shall, immediately on such election, and on acceptance in writing of such trust, become vested with all the estate, trust, rights, powers, and duties of the trustee in whose place he shall have been elected. And in case of such election as aforesaid, said Trustee to de- trustee herein named shall make, execute, and sar e y r instru- e deliver such other or further instruments, deeds, meiits to his -. , i or its successor, indentures, or assurances as may be necessary to enable the person or corporation so appointed or elected to execute the trusts hereby created and declared, as fully and perfectly in all respects as he or they could have executed the same if orig- inally made a party or parties of the second part to this indenture. And it has been further agreed, by and between ?o h co? r cS? e e c-^ ne P ar ties to these presents, That if at any time elofiine chang "^ ne sa *^ P ar ty f the first part shall change the line of its roadway, or change any station, or re- move any establishment connected with the busi- ness of the company, or shall cease to use for the purposes of the railroad company in operating its railroad any land now owned or used by it, such roadway, site, or land so abandoned shall not be deemed to have been covered by this mortgage but this mortgage shall be deemed to apply to and cover any roadway, site, or land which shall be substituted therefor. And the said party of the first part, for itself ah further anc ^ * ts successors, further covenants with the necessary con- party of the second part and its successors, That veyances to be r / ir m ' made by party the party of the first part will, at the reasonable ol first part on J- J Lr ' ^asonahie^re- request of the said party of the second part or of second part, its successors, make and execute all further as- 127 surances, conveyances, and instruments needful or proper to assure or convey unto it all the premises, property, and fixtures hereby intended to be mortgaged, and all premises, property, fix- tures, and appurtenances which may hereafter be acquired by the party of the first part, and may appertain to said railroad or its branches, so that said party of the second part may hold such hereafter acquired property in the same manner as if it had belonged to the party of the first part at the time of the execution of this mort- gage, and had been herein specifically described. In witness whereof the said party of the first part has caused its corporate seal to be affixed hereto, and these presents to be subscribed by its president and secreta- ry. And the said party of the second part, in witness of their acceptance of the conveyance and trust herein con- ferred, hath caused its corporate seal to be hereunto attached by order of its board of directors, and the signatures of its president and secretary to be hereto subscribed, the day and year first above written. The Union Pacific Railroad Company, [ Co s p ea[ ate ] By John Duff, Vice-President. Attest E. H. Rollins, Secretary. Union Trust Company of New York, [ Co sea[ ate ] By Edward King, President. Attest Jas. H. Ogilvie, Secretary r , p. I Signed and sealed in presence of John Barker, A. J. Poppleton. 128 State of New York, City and County of New York. Be it remembered, That on this 7th day of January, A. D. 1874, before me, Charles Nettleton, a commissioner for the state of Nebraska, in and for the state of New York, duly appointed, com- missioned, and qualified, personally appeared John Duff, vice-president and acting president of the Union Pacific Kailroad Company, and E. H. Rollins, secretary of the same company, to me respectively personally known, who, being by me severally duly sworn, did depose and say, That he, the said John Duff, was the vice-president and acting president, and he, the said E. H. Rollins, was the secretary, of the Union Pacific Railroad Company ; that they each knew the corporate seal of said company ; that the seal affixed to the foregoing indenture of trust or mortgage was such corporate seal ; that the said corporate seal was so affixed by order of the board of directors of said company, and that the said John Duff, as such vice-president and acting president, subscrib- ed the said indenture, and the said E. H. Rollins, as such secretary aforesaid, attested the same by subscribing his name thereto, by the like order and authority. And they, the said John Duff and E. H. Rollins, acknowledged that they execu- ted the said indenture in manner aforesaid, as the act and deed of the said Union Pacific Railroad Company, for the uses and purposes therein set forth. And be it further remembered, That on the same day also personally appeared before me, as such commissioner, Edward King, president of the Union Trust Company of New York, and James H. Ogilvie, the secretary pro tern, thereof, to me respectively personally known, who, being by me severally duly sw T orn, did depose and say, That the said Edward King was president, and 129 he, the said James H. Ogilvie, was the secretary pro tern., of the said Union Trust Company of New York; that they each knew the corporate seal of the said company ; that the seal affixed to the foregoing indenture of trust or mortgage O CT (DO was such corporate seal ; that said corporate seal was so affixed by order of the board of directors of said company ; that the said Edward King, as such president as aforesaid, subscribed the said indenture, and the said James H. Ogilvie, as such secretary pro tern., attested the same by subscrib- ing his name thereto, by the like order and au- thority; and that they, the said Edward King, president, and James H. Ogilvie, secretary pro tern., acknowledged to me that they executed the said indenture in manner aforesaid, as the act and deed of. said Union Trust Company of New York, for the uses and purposes therein set forth. In witness whereof, I have hereto set my hand and affixed my official seal the day and year above written. [ Ctimi ieai oner ' s ] Charles Nettleton, Commissioner for Nebraska in New York. [Similar certificates follow for the territories of Colorado, Wyoming, and Utah.] INDEX. PAGE. Act of July 1, 1862, Original Charter of Company, 1 Act of July 12, 1862, Providing for first meeting of Commissioners, 24 Act of March 3, 1863, fixing gauge of road, note to 16 Act of July 2, 1864, amendatory of act of July 1, 1862, 25 Act of March 3, 1865, amendatory of act of July 2, 1864, 47 Act of July 3, 1866, amendatory of act of July 2, 1864, 48 Act of June 12, 1866, to amend postal laws, 50 Act of June 15, 1S66, to facilitate commerce, &c, 51 Act of June 25, 1868, relative to filing reports, &c, note to 23 Act of July 27, 1S6S, authorizing removal of suits from state to U. S. Courts, note to 38 Act of March 3, 1S69, authorizing transfer of lands granted to Union Pacific Railway (East- ern Division), &c, note to 59 Act of May 6, 1870, to fix junction, &c, note to 49 Act of July 1, 1870, repealing certain laws of the territory of Wyoming, 54 Act of July 15, 1870, limiting appropriation, &c, note to 46 Act of Feb. 24, 1871, authorizing Bridge Bonds, note to 33 Act of March 3, 1871, regulating payment for services rendered government, note to 11 Act of June 20, 1874, amending section 15, of act of July 2, 1864, 57 Act of June 22, 1874, providing for collection of moneys due United States from Pacific Railroad Companies, 60 Amendments to an Appropriation Bill for year ending June 30, 1874, requiring Secretary of Treasury to withhold payments for government transportation, &c, 55 Bankrupt laws not to apply to Union Pacific Eailroad Company, 57 By-Laws, 61 Decisions of Interior Department affecting land grant, note to 7 Eastern terminus, order of President fixing, note to 18 Income Bonds, authorization of by Executive Committee 94 Income Bonds, Indenture under which issued 95 Income Bonds, copy of Income Bond 97 Joint Resolution of Dec. 20, 1867, changing time of holding annual meeting, &c, note to. . . 33 Joint Resolution of April 10, 1869, providing for special meeting of stockholders, common terminus, commission, &c, 52 Maps, profiles, &c, to be furnished , &c, note to 30 Mortgage, first 66 Mortgage, Land Grant, 81 Mortgage, Bridge 99 Mortgage, Bridge (supplementary), 110 Mortgage, Sinking-fund, 112 tf07?/ Wl mm** Sb:- > .""