HE 
 2791 
 
 ' tB9S 
 
 UC-NRLF 
 
 B 3 2m. 504 
 
 • 
 
THE CENTRAL BRANCH, OTNl ON PACIFIC 
 RAILWAY COMPANY. 
 
 MORTGAGE DEED. 
 
 June 30th, 1898. 
 
 I 
 

 ZlbiS IFnbentUrCmade tins thirtieth day 
 of June, A. D. eighteen hundred and ninety-eight, 
 between "The Central Branch Union Pacific Rail- 
 way Company," a railroad corporation, in this year 
 duly organized and existing under that name under 
 the laws of the State of Kansas, first party, and the 
 Union Trust Company of New York, a corporation 
 duly organized and existing under the laws of the 
 State of New York, second party, witnesseth : 
 
 Whereas, first party is a railroad corporation, or- 
 ganized, as aforesaid, under the laws of the State of 
 Kansas, for the purpose of purchasing, acquiring, own- 
 ing and operating a railroad in said State of Kansas, 
 heretofore owned by "Central Branch Union Pacific 
 Railroad Company" ; and 
 
 Whereas, in order to purchase, acquire and operate 
 its said railroad, and for the purposes set forth in its 
 certificate of incorporation, duly executed, filed and re- 
 corded, as required by the laws of the State of Kansas, 
 the first party has resolved to issue its certain first 
 mortgage bonds, amounting in the aggregate to the 
 sum of two million five hundred thousand dollars, 
 each of the denomination of one thousand dollars, be- 
 ing in the form hereinafter set forth, with the privilege 
 to issue one temporary bond for the full amount of two 
 million five hundred thousand dollars as hereinafter 
 provided, and has further resolved, for the purpose of 
 securing the j)aynient of said bonds, to execute and de- 
 liver to second party this indenture of mortgage on all 
 the railroad and property of the first party hereinafter 
 described ; and 
 
 Whereas, each of said one thousand dollar bonds is 
 to be substantially in the words and figures following, 
 to wit : 
 
 ivill4730 
 
United States of America, 
 
 State of Kansas. 
 
 $1,000. (Vignette.) No. 
 
 The Central Branch Union Pacific Railway 
 
 Company 
 First Mortgaf^e Four Per Cent. Gold Bond. 
 
 The Central Branch Union Pacific Railway Company, 
 for value received, promises to pay to the Union Trust 
 Company of New York, or bearer (or in case this bond 
 be registered, then to the registered holder hereof) the 
 sum of 
 
 One Thousand Dollars, 
 
 in gold coin of the United States of America of, or 
 equivalent to, the present standard of weight and fine- 
 ness, at its office or financial agency in the City of New 
 York, on the first day of June, in the year nineteen 
 hundred and forty-eight, and to pay interest thereon 
 from the first day of June, 1898, at the rate of four per 
 centum per annum, payable semi-annually in like gold 
 coin on the first day of June and December in each 
 year, upon presentation and surrender of the respec- 
 tive coupons hereto annexed as they shall severally be- 
 come due, at its oflftce or financial agency aforesaid. 
 
 Both principal and interest of this bond are payable 
 without deduction for any tax or assessment which 
 said Railway Company may be required to pay or re- 
 tain therefrom by reason of any present or future law. 
 The Railway Company hereby agrees to pay such taxes 
 or assessments. 
 
 This bond is one of a series of bonds of like tenor, 
 amount and date, numbered consecutively from one 
 upwards, and issued to an amount not to exceed in the 
 
3 
 
 ag<2;regate $2,500,000 at any one time outstanding ; all 
 of whieh bonds are issued under and are equally 
 secured by a mortgage or deed of trust of tliis obligor, 
 bearing date June 30th, 1898, to the Union Trust Com- 
 pany of New York as Trustee. 
 
 If default shall be made in the j^ayment of any semi- 
 annual installment of interest on this bond when same 
 shall become due and be demanded and such install- 
 ment shall remain unpaid for six months after such 
 demand, the principal of this bond may become dufj 
 and payable in the manner provided in said mortgage 
 or deed of trust. 
 
 This bond may, at the option of the holder, be regis- 
 tered as to the principal thereof on the books of the 
 railway company at its office or financial agency in the 
 city of New York, and the principal thereof shall then 
 be payable only to the registered owner named therein ; 
 such registration shall not affect the negotiability of 
 the coupons by delivery merely. After such registra- 
 tion, certified thereon, no transfer except upon the 
 books of the railway company shall be valid, unless 
 the last transfer shall have been to bearer on said books, 
 after which this bond shall pass by delivery as at first, 
 but shall continue subject to successive registrations 
 and transfers to bearer at the option of each holder. 
 The coupons of this bond may be surrendered and can- 
 celled, in which event both principal and interest shall 
 then be payable only to the registered holder. 
 
 This bond shall not be valid for any purpose or in 
 the hands of any person until duly authenticated by 
 the certificate of the said Union Trust Company of 
 New York, or its successor, duly endorsed hereon and 
 signed by the Trustee, to the effect that it is one of the 
 bonds secured by said mortgage or deed of trust. 
 
 In Witness wiikreof The Central Branch Union Pa- 
 
cific Railway Company lias caused these presents to be 
 signed by its President or Vice-President, and attested 
 by its Secretary or Assistant Secretary, and its cor- 
 porate seal to be hereto affixed this thirtieth day of 
 June, 1898. 
 
 The Central Branch Union Pacific 
 Railway Company, 
 
 by 
 
 President. 
 Attest : 
 
 Secretary. 
 
 (Form of Coupon.) 
 
 The Central Branch Union Pacific Railway Company 
 will pay to bearer, at its office or financial agency in the 
 City of New York, Twenty Dollars in United States 
 gold coin on the first day of , 
 
 without deduction for taxes, being six months' inter- 
 est then due on its First Mortgage Four Per Cent. Bond 
 No. 
 
 Treasurer. 
 
 (Trustee's Certificate.) 
 
 The Union Trust Company of New York hereby cer- 
 tifies that the within bond is one of the series described 
 in the within-mentioned mortgage. 
 
 Union Trust Company of New York, 
 
 Trustee. 
 
 by 
 
 President. 
 
5 
 
 Notice. 
 
 No writing on this Bond except by an officer of the 
 
 Company. 
 
 Date of Registry. 
 
 In whose name Registered. 
 
 Transfer Agent. 
 
 And whereas, said temi)orary bond for two million 
 five hundred thousand dollars, if issued, is to be sub- 
 stantially in the same form except as to amount, and 
 with a provision for exchanging the same at any time 
 for twenty-five hundred bonds of one thousand dollars 
 each, and is to be identified by a similar certificate of 
 second party ; 
 
 AiSTD WHEREAS, the executiou and delivery of this 
 indenture of mortgage and of the bonds hereby secured 
 have been duly authorized by the Board of Directors 
 and stockholders of the first party, in order to pur- 
 chase, acquire and pay for the railroad franchises and 
 premises herein mortgaged by the first jjarty to the 
 second party hereto ; 
 
 Now, for the pur^iose of securing due and prompt 
 payment of the principal of said bonds and each of 
 them, and of the interest thereon according to their 
 tenor and effect, and in consideration of the sum of one 
 dollar to it m hand x)aid by second party, the receipt 
 whereof is hereby acknowledged, first party, said "The 
 Central Branch Union Pacific Railway Company " has 
 
granted, bargained, sold, assigned, transferred and con- 
 veyed, and by these presents does grant, bargain, sell, 
 assign, transfer and convey unto second party, the 
 Union Trust Company of New York, its lawful succes- 
 sor or successors in the trusts hereby created, and 
 assigns, 
 
 All and singular the railroad and franchises of the 
 said The Central Branch Union Pacific Railway Com- 
 pany, which were conveyed to it by deed of conveyance 
 dated June 30th, 1898, executed by Simon Borg, of New 
 York Citj'', and Gilmer Clapp, of the city of Boston, 
 described as follows, to wit : 
 
 All and singular the railroad on the first day of May, 
 1865, owned by the Atchison and Pike's Peak Railroad 
 Company, afterwards known as the Central Branch 
 Union Pacific Railroad Company, and then in process 
 of construction, or thereafter to be constructed from 
 the town of Atchison, in the State of Kansas, on the 
 Missouri river, and extending westerly one hundred 
 miles, and the'telegraph line constructed and then to be 
 constructed in connection with said one hundred miles 
 of railroad as fully and effectually as if the wiiole of 
 said one hundred miles of railroad and telegraph line 
 had then been completed ; and also all the lands, tene- 
 ments and hereditaments of the said Atchison and Pike's 
 Peak Railroad Company and Central Branch Union Pa- 
 cific Railroad Company acquired and appropriated by 
 it for the purpose of the right of way for a single or 
 double track railroad for said one hundred miles 
 and all the lands of said railroad company acquired 
 and appropriated, or which have thereafter been ac- 
 quired and appropriated by it for sidetracks, turn- 
 outs, depots, engine houses, car houses, sta- 
 tion houses, warehouses, machine shops, work- 
 shops, superstructures, erections and fixtures 
 
appertnining thereto Avhetlier then owned or held or 
 thereafter acquired by said railrojid company ; and also 
 so many and such parts and portion of all the loco- 
 motives, tenders, passenger cars, freight cars, other 
 cars, carriages, tools, instruments, machinery equip- 
 ments, implements, goods and chattels for said railroad 
 and telegraph line or either of them then held or which 
 have thereafter been owned or acquired by said railroad 
 company and belonging, api')ertaining or in any manner 
 relating to or connected with said railroad or telegraph 
 line or either of them ; or the running or operating of 
 the same or either of them, as may be the equal pro 
 rata proportion thereof for said one hundred miles, as 
 part of, and which said one hundred miles may bear to 
 the whole of said railroad or telegraph line which may 
 have been constructed or run or operated by said rail- 
 road company ; and also all corporate franchises which 
 were then or thereafter have been held, possessed or 
 exercised by said railroad company, embraced in or at- 
 tached to or comiDrising said one hundred miles of rail- 
 road or telegraph line or either of them, being the same 
 railroad properties and franchises which were conveyed 
 to said Simon Borg and Gilmer Clapp, by deed dated 
 June, 1898, executed by Hiram P. Dillon as Special 
 Master under and pursuant to decrees of the Circuit 
 Court of the United States for the District of Kansas, 
 made in a certain suit therein pending, wherein Samuel 
 Carr and Oakes Ames are complainants and Central 
 Branch Union Pacific Railroad Company and others are 
 defendants. 
 
 Together with the real estate, railway, rails, bridges, 
 piers, fences, privileges, rights and franchises owned 
 and hereafter to be acquired by said first party apper- 
 taining or belonging to said above-described railroad, 
 and all lands now or hereafter used or occupied for rail- 
 
8 
 
 road depots or stations, and all biiildings erected and 
 wliicli may hereafter be erected thereon, and all loco- 
 motives, tenders, cars, carriages, tools, machinery, 
 equipments, fuel and supplies now and hereafter belong- 
 ing to or used and operated in connection with or on 
 said railroad, now owned and hereafter acquired by 
 said first party or in any way belonging or appertaining 
 to said above-described railroad, together with all and 
 singular the tenements, hereditaments and appurte- 
 nances belonging or in anywise aiDpertaining thereto, 
 the reversion and reversions, remainder and remainders, 
 income, rents, issues and profits thereof, and also all 
 the estate, right, title, interest, property, possession, 
 claim and demand whatsoever, as well in law as in 
 equity of the said Central Branch Union Pacific Rail- 
 way Company of, in and to the said above-described 
 railroad and every part and iDarcel thereof, with the 
 ai^purtenances, including all books, papers, deeds, mu- 
 niments of title and all other books, papers and docu- 
 ments useful or convenient, for the possession, use, 
 or operation of said railroad, or of the appurtenances, 
 rents, issues and profits thereof ; to have and to hold 
 said railroad property, franchises, effects and estate 
 hereby granted, with all and singular the appurtenances 
 thereunto belonging or in any way appertaining to said 
 second party, and to its successor or successors and 
 assigns forever, iisr trust, nevertheless, for the pur- 
 pose of securing the payment of the said bonds aggre- 
 gating in amount two million five hundred thousand 
 dollars and the interest thereon, when the same shall 
 become due according to their tenor and effect, to the 
 persons or corporations respectively who may be- 
 come the holders of said bonds or either or any of 
 them, without preference or priority as between one or 
 more of said bonds over the residue or remainder thereof, 
 
9 
 
 by reason of any priority in issue, neft'otiation or sale 
 of any one or more of said bonds as compared with the 
 issue, negotiation or sale of the residue or remainder 
 thereof, and for such purpose it is stipukited, covenanted 
 and agreed by and between the parties to tliese presents 
 as f()lh)ws, to-wit : 
 
 Article First. 
 
 Until default in the performance of the promises, 
 covenants, or undertakings, or of some of them, on tlie* 
 part of first party to be performed, first party 
 shall have the right to remain in possession of all of 
 said property, effects and estates hereinbefore granted, 
 and shall be suffered and permitted to possess, manage, 
 operate and enjoy the same unless and until second 
 party or its successors shall become entitled to enter 
 upon or take possession of the said property and its 
 appurtenances and equipments and the revenues 
 thereof, or shall become entitled to take proceedings in 
 any Court of law or equity to enforce the provisions 
 of this trust, and the promises, covenants and under- 
 takings by first party to be performed, or to foreclose 
 the equity of redemption of first party in the property 
 hereby conveyed under the conditions, covenants, stip- 
 ulations and provisions hereinafter contained. 
 
 Article Second. 
 
 No bond issued under and secured by this mortgage 
 shall be valid or effective for any purpose until the same 
 shall be certified by second party to be one of the series 
 of bonds described in this Indenture. 
 
 The number of bonds which may be issued by first 
 party, under and secured by this mortgage, and certi- 
 
10 
 
 fied as aforesaid by second party, is limited to one bond 
 of two million five hundred thousand dollars, or two 
 thousand five hundred bonds of one thousand dollars 
 each, amounting in the aggregate to two million five 
 hundred thousand dollars, as hereinafter provided. 
 
 Said bonds shall, without further corporate action, be 
 certified as aforesaid by second party, and delivered to 
 first party by second party upon the written requisition 
 of first party, signed by the President or Treasurer of 
 first party. 
 
 First party agrees to provide proper facilities in the 
 City of New York for the registration of the bonds 
 secured hereby. 
 
 Article Third. 
 
 Whenever and so often as any default shall be made 
 in the payment of any interest on any of said bonds at 
 the time when the same shall become due and payable 
 and be demanded, and such default shall continue for 
 six months after such demand, then and in such case 
 the principal of said bonds then outstanding shall, if 
 the second party hereto shall in writing so elect, forthwith 
 become due and payable, anything to the contrary 
 herein or in said bonds contained notwithstanding ; 
 i:)rovided, however, that upon the written request of the 
 holders of a majority of said bonds hereby secured and 
 then outstanding, second x->arty shall waive such default 
 so far and so far only as such default makes the princi- 
 pal of said bonds due prior to the due date thereof upon 
 such terms as shall be expressed in such request, and 
 provided, further, that such waiver shall affect no sub- 
 sequent default. 
 
 Such written request can be made only at a meeting 
 of bondholders, called by the holders of bonds to the 
 
11 
 
 nniount of at least one linndred thousand dollars, and 
 .by resolution duly passed thereat. Notice of the 
 time, place and purpose of such meeting must .be pub- 
 lished in two daily papers published in the city of New 
 York twice in each week for two weeks. 
 
 A copy of the resolution adopted at such meeting and 
 certified by the Secretary thereof must be presented to 
 second party. The certificate of such Secretary shall 
 also state the numbers of the bonds voting in favor of 
 such resolution, and such bonds or suflBlcient thereof to 
 constitute a majority of the bonds ontstanding must, if 
 demanded by second party, be exhibited to second 
 party. 
 
 The provisions herein contained as to evidence of the 
 proceedings of meetings of bondholders are for the 
 benefit of second party and are not conditions of the 
 exercise of the power, and may be waived by second 
 party. 
 
 Article Fourth. 
 
 In case default shall be made in the payment of any 
 interest upon any of said bonds, when the same 
 shall become due and payable and be demanded, 
 and such default shall continue for three months, 
 or in case default shall be made in the payment of the 
 principal of any of said bonds when the same shall be- 
 come due and payable, or in case default shall be made 
 in the performance by first party of any of the cove- 
 nants, promises or agreements by it to be performed, 
 pursuant to the provisions hereof, then second party, 
 its successors or assigns, may enter upon all and singu- 
 lar the railroad property and premises hereby conveyed 
 or intended to be conveyed, and may have, use and 
 operate the same, and from time to time may make 
 all needful repairs, replacements and such alterations. 
 
12 
 
 additions and improvements to said railroad as may, 
 in tlie jndgment of second party, be necessary for the 
 proper working of the same, and may receive the tolls, 
 freights, income and profits thereof, and after deduct- 
 ing the expenses of operating and managing said rail- 
 road and property, and of such repairs, replacements, 
 additions and improvements, as well as just compensa- 
 tion for its own services, and the services of such man- 
 agers, servants, attorneys and counsel as may have been 
 b)y it employed, shall apply the money accruing as 
 aforesaid to the payment of the interest accrued upon 
 said bonds, and to the payment of the principal thereof, 
 if the same is due, without discrimination or preference 
 between said bonds, and shall thereafter pay over any 
 surplus to first party, its successors or assigns, or as 
 any Court of competent jurisdiction shall order, and 
 shall thereupon restore the said railroad and other 
 property to first party ; provided, however, that in case 
 second party shall take possession of said proj^erty as 
 herein provided, then whenever second party shall have 
 been able to pay out of the income of said propert}^ all 
 arrearages of interest due on said bonds, and whenever 
 a majority of the bondholders shall have waived de- 
 fault, as hereinbefore provided, second party shall re- 
 deliver said property to first party ; and provided also 
 that in case of any default as aforesaid, second party 
 may, and upon the written request of the holders of 
 one-fourth of the bonds outstanding shall, either Avith 
 or without entry, sell or cause to be sold the railroad, 
 franchises and property, real and personal, hereby con- 
 veyed or intended so to be, and all benefit and equity 
 of redemption of first party in and to the same and 
 every part thereof, with the benefit of the franchises 
 aforesaid, which said last-mentioned sale shall be 
 at public anction in the citj^ of Atchison, State 
 
13 
 
 of Kansas, on reasonable notice of the time 
 and place of such sale ; and in the event 
 of such sale second party, or its successor in this trust, 
 shall make and deliver to the imrchaser of said prem- 
 ises good and sufficient deeds of the same in fee simple 
 and such bills of sale as may be necessary ; and upon 
 the delivery of such deeds and bills of sale such sale 
 and conveyance shall be a perpetual bar both in law 
 and in equity against first party, its successors and 
 assigns and all other persons claiming by, through or 
 under it, of all right, title and claim in and to said rail- 
 road premises and property and every part and parcel 
 thereof. 
 
 Provided further, that in case of any such default 
 as aforesaid it shall be at the option of second party, 
 and it shall have full power ; to exercise any of the 
 powers herein and hereby granted, or to apply to any 
 Court of competent jurisdiction for any such relief as 
 second party may be entitled to in the premises. 
 
 And provided further, that no holder of any of 
 said bonds shall be entitled to bring any action for 
 relief under this instrument unless and until second 
 party, on the written request of the holders of at least 
 one-fourth of the said bonds then issued and outstand- 
 ing, shall have refused to discharge its duties here- 
 under. 
 
 And provided further, that in case of any sale of 
 said premises and property, whether by second party 
 under any power herein granted, or in pursuance of the 
 decree of any Court of competent jurisdiction, the sec- 
 ond party, or its successors, may, and at the request in 
 writing of the holders of the majority of the bonds out- 
 standing, shall bid for and purchase said property, real 
 and personal, or any part thereof, in behalf of the 
 holders of all of said bonds, as well those not unit- 
 
14 
 
 ing as those uniting in such request, but second party- 
 shall not in any such case bid any greater sum than the 
 amount of bonds then issued and outstanding, together 
 with accrued interest, costs, and expenses, and shall in 
 no case be bound to make any bid at any such sale un- 
 less provided with money sufficient for that purpose. 
 
 In case of such purchase, second party shall hold the 
 premises so purchased in trust for the holders of said 
 bonds. 
 
 In case second party shall under the provisions hereof 
 sell the said mortgaged property it shall, after deduct- 
 ing the expenses thereof aud all other expenses legally 
 made or incurred by it and just compensation for its 
 own services and the services of such managers, ser- 
 vants, attorneys and counsel as may have been by it em- 
 ployed, apply the net proceeds of such sale to the pay- 
 ment of the principal and interest of said bonds without 
 discrimination or preference between principal and in- 
 terest and shall thereafter pay over any surplus to first 
 party, its successors and assigns or as any Court of 
 competent jurisdiction shall order. 
 
 Akticle Fifth. 
 
 It is hereby stipulated and agreed that the payment 
 by any purchaser of said property to second party or 
 its successor as Trustee as aforesaid, of the price or 
 purchase money of any property so sold, and the re- 
 ceipt of second party or its successor for the same, shall 
 be a sufficient discharge to such purchaser or pur- 
 chasers and such purchaser or purchasers shall not 
 thereafter be liable or responsible to any extent for the 
 proper application by second party or its successor of 
 any such purchase money or any part thereof. 
 
 At any sale had pursuant to these presents, whether 
 
15 
 
 JTidioial or otherwise, bonds and coupons secured here- 
 by shall be received from the purchaser in payment of 
 the amount which shall be payable and distributable 
 thereon from or out of the proceeds of sale, and the 
 amount at which they are so received, if less than the 
 full amount due thereon, shall be endorsed on such 
 bonds and coupons, and the same delivered to the 
 holders thereof. 
 
 Article Sixth. 
 
 First party hereby covenants and agrees to and with 
 second party, its successors and assigns, that first party 
 shall and will from time to time, and at all times here- 
 after, so long as any of said bonds shall remain out- 
 standing, make, execute, acknowledge and deliver to 
 second party, its successors and assigns, all such other 
 and further assurances, conveyances and deeds for the 
 better conveying and assuring to second party, or its suc- 
 cessors, for the purposes and upon the trusts expressed 
 herein, the said railroad and other property hereinbe- 
 fore mentioned, or intended so to be, and all property 
 and franchises which may hereafter be acquired by said 
 first party in connection with, or belonging to, or apper- 
 taining to, or used in connection with said railroad or 
 any part thereof, as by second party, its successors and 
 assigns, or by its or their counsel, niay reasonably be 
 devised, advised or required. 
 
 Article Seventh. 
 
 First party further covenants and agrees to and 
 with second party, that first party will from time to 
 time, and at all times hereafter so long as any of 
 said bonds shall remain outstanding and unpaid, 
 
16 
 
 pay all taxes and assessments of every kind, name and 
 nature, which may be assessed on the property hereby 
 conveyed, or any part thereof ; and if any default shall 
 be made by the first party in paying such taxes or 
 assessments for so long a time as to cause a penalty by 
 law to attach to such tax or assessment by reason of the 
 delay in the payment thereof, then, and upon the at- 
 taching of such penalty, and by reason thereof, the 
 said bonds which may be then outstanding shall, at the 
 option of the second party, immediately become due 
 and payable, and second party, its successors and as- 
 signs, may enter upon and sell and convey the property 
 hereby conveyed upon the same terms and conditions, 
 and in the same manner, and may institute such suit or 
 suits, as are hereinbefore expressed and provided for, 
 with respect to a default in the payment of interest ; 
 but the right of second party and its successors and 
 assigns so to enter upon said property, and to sell and 
 convey the same, and to institute suits in respect there- 
 to may be waived by second party upon payment by 
 first party of said taxes and assessments, or may be 
 waived by the vote of the holders of a majority of the 
 bonds at a meeting of the holders thereof, called as 
 hereinbefore provided. At such or any meeting the 
 holdei-s of bonds may vote by proxy. 
 
 . Akticle Eighth. 
 
 Second party, its successors and assigns, shall have 
 full power in its or their discretion, upon the written 
 request of first party, to release to the purchaser 
 thereof from first party any lands or property acquired 
 or held by first party for the purposes of stations, 
 depots, shops or other buildings in connection with 
 said railroad whicli shall in the judgment of said 
 
17 
 
 second party, its successors or assif^ns, be unnecessary 
 for use in connection witli said railroad ; and also to 
 release as aforesaid, on like request, to such purchaser 
 or purchasers, lands not occupied by first party's 
 roadbed, stations, depots, shops or other buildings 
 which have become useless or unnecessary for the 
 operation of said railroad, and which may at any time 
 have been acquired by first party. 
 
 Second party and its successors and assigns may 
 consent to any change in the location of the tracks or 
 depots or other buildings aforesaid as in its judgment' 
 shall have become expedient, and may make and 
 deliver all releases necessary to carry such changes 
 into effect, but any lands or property which may be 
 acquired in payment and for use in substitution foi- 
 any so released, shall be conveyed by first party to 
 second party upon the trusts and for the purposes of 
 these presents. 
 
 Second party shall also have full power in its dis- 
 cretion to allow first party from time to time to dis- 
 pose of such portion of the equipment, machinery, 
 implements and rolling stock of the said railroad as 
 may become unfit for use, the same being replaced by 
 new equipments, machinery, implements and rolling 
 stock, which shall become and be made subject to the 
 operations of these presents by conveyance, transfer or 
 otherwise to second party, its successors or assigns, by 
 first party. 
 
 Should first party desire to sell or exchange any of 
 said lands, equipment, machinery, implements arid 
 rolling stock and to obtain second party's release as 
 aforesaid, then first party, over the hand of first party's 
 secretary, shall certify to second party the lands or 
 other property desired to be released. Such certificate 
 shall state the purchase price of such property and the 
 
18 
 
 property if any to be substituted for the property sold. 
 Upon delivery of such certificates second party shall in 
 its discretion, execute and deliver such release or assent 
 to any sale. Second party shall in no event be liable 
 for the exercise of such discretion or for the delivery of 
 such release or consent, and shall be under no obliga- 
 tion to inquire into the value of any property substi- 
 tuted for property sold. 
 
 Article Ninth. 
 
 First party hereby covenants and agrees to and with 
 second party that first party will faithfully pay and 
 discharge the said several sums of money in said bonds 
 and coupons mentioned, at the times when they shall 
 respectively become due. Upon payment of said several 
 sums by said first party, all and singular the property 
 mentioned and described in this instrument shall revert 
 to first party, free and discharged from all lien or in- 
 cumbrance hereby, without the execution by second 
 party of any instrument whatever. Second party will 
 nevertheless, upon a reasonable demand by first party, 
 execute and deliver to first party all such releases, re- 
 ceipts and acquittances as may be appropriate and rea- 
 sonable under the circumstances. 
 
 Article Tenth. 
 
 It is agreed that first party may issue and deliver its 
 bond for two million five hundred thousand dollars, of 
 the same tenor in other respects as the bond hereinbe- 
 fore set out in full, so far as the same is applicable, and 
 that such bond may be certified by second party as the 
 bond described in this mortgage ; and that 
 
19 
 
 the first party and the holder of said bond may 
 at any time surrender the said bond for two million 
 five hundred thousand dollars and cancel the same, 
 and that thereupon first i)arty may substitute in place 
 of said bond for two million five hundred thousand dol- 
 lars, twenty-five hundred other bonds, each for one 
 thousand dollars, of the tenor and effect of the bond for 
 one thousand dollars hereinbefore set out in full. 
 
 Article Elevetstth. 
 
 It is further agreed by and between the parties to these 
 presents, that second party hereby accepts the trust 
 conferred uj)on it by these presents, but with the under- 
 standino;, and it is hereby expressly provided and 
 agreed, that second party shall not be liable or acount- 
 able for the acts, default or neglect of any agent or 
 agents who may be appointed under or by virtue of or 
 for the purposes of these presents to do any of the mat- 
 ters or things herein provided for, and that no liability 
 or responsibility shall, under any circumstances, be 
 borne by or attach to second party, other than for the 
 exercise of reasonable diligence in the performance of 
 said trust when action on its part for that purpose 
 shall become necessary ; and further, that second 
 party shall be under no obligation to give notice of the 
 lien created hereby to any person ; to tile or record this 
 instrument as a chattel mortgage, or to insure said 
 mortgaged premises unless placed in funds wherewith 
 to effect such insurance. The recitals of fact herein 
 contained are those of first party and second party is 
 not accountable for the accuracy thereof. 
 
 Second party shall be entitled to a reasonable com- 
 pensation for its services hereunder, and first party 
 agrees to i)ay the same and such expenses as second 
 
20 
 
 party may incur in tlie execution of the trust hereby 
 created, and the same are a lien on the mortgaged 
 property and prior to the claim of the bondholders. 
 
 The covenants, agreements and provisions herein 
 contained shall bind the respective legal representatives 
 successors and assigns of the parties hereto. 
 
 In witness whereof first party has caused these 
 presents to be executed by its President and attested 
 by its Secretary and its corporate seal to be hereunto 
 affixed ; and second party, as evidence of its acceptance 
 of said trust has caused these X3resents to be executed 
 by its President, attested by its Secretary and its cor- 
 porate seal to be hereunto affixed the day and year first 
 above written ; this indenture being executed in five 
 parts each one of which is an original with the same 
 force and effect under all circumstances as if all the 
 IDarts were produced and present. 
 
 The Central Branch 
 [l. s.] Union Pacific Railway Company. 
 
 By 
 
 James M. Ham, 
 
 President. 
 Attest : 
 
 Fred S. Blakeslee, 
 
 Secretary. 
 
 [L. s.] Union Trust Company of New York. 
 
 By 
 
 Edwd. King, 
 
 President. 
 Attest : 
 
 J. V. B. Thayer, 
 
 Secretary. 
 
21 
 
 State of New Yokk, i s- ■ 
 
 City and County of New York, \ ^^' ' 
 
 Be it remeiubered, and I do certify that on this :?otli 
 day of June, in the year one thousand eight hundred 
 and ninety-eight, in said city and county aforesaid, be- 
 fore nie, the undersigned, Clias. Edgar Mills, a Notary 
 Public in and for the City and County of New York, 
 in the State of New York, and a Commissioner of 
 Deeds in and for the State of Kansas, duly appointed, 
 qualified and commissioned, as such, personally ap- 
 peared James M. Ham and Fred S. Blakeslee, whose 
 names are signed to the foregoing instrument and 
 mortgage deed, bearing date June BOth, a. d. 1898, 
 as President and Secretary, respectively, of The Central 
 }3ranch Union Pacific Railway Com^^any, with whom I 
 am personally acquainted, and who are personally 
 known to me to be the President and Secretary, respect- 
 ively, of The Central Branch Union Pacific Railway 
 Company, and to be the same persons whose names are 
 subscribed to, and who executed, the foregoing instru- 
 ment and mortgage deed as such President and Secre- 
 tary, respectively, as for said company, the grantor in 
 said instrument and mortgage deed, and they, for them- 
 selves and on behalf of said The Central Branch Union 
 Pacific Railway Company, did on this day severally 
 duly acknowledge the execution of the foregoing instru- 
 ment and mortgage deed as and for the act of said com- 
 l»any freely and voluntarily, and that they executed, 
 signed, sealed and delivered the said instrument aud 
 mortgage deed as the free and voluntary act and deed 
 of said c(»mpany, for the uses and purposes therein set 
 forth. 
 
 And the said James M. Ham and Fred S. Blakeslee, 
 being first duly sworn according to law, did each for 
 himself depose and say, that he the said James M. 
 
22 
 
 Ham resides in the city of New York, and that he the 
 said Fred S. Blakeslee resides in the city of New York, 
 in the State of New York ; that the said James M. 
 Ham, is President and the said Fred S. Blakeslee is the 
 Secretary of the said, The Central Branch Union 
 Pacific Railway Company, and that their names 
 res]3ectively signed in attestation of the foregoing- 
 mortgage deed are in their own handwriting respect- 
 ively ; that they know the corporate seal of said 
 company ; that the seal affixed to the foregoing in- 
 strnment is the common and corporate seal of said 
 company and was thereto affixed by authority of the 
 Board of Directors of the said company, and that they 
 signed their names thereto by like authority as Presi- 
 dent and Secretary respectively of said company. 
 
 In avitness whereof, I have hereunto set my hand 
 and affixed my official seals the day and year first al)ove 
 written. 
 
 Charles Edgar Mills, 
 Notary Public for New York County, 
 State of New York. 
 
 Notarial Seal. 
 
 Comm'r of • Commissioner of Deeds for the 
 
 Deeds" Seal. : State of Kansas in New York. 
 
23 
 
 State of Nkw Yokk, 
 City and County of New Yorl 
 
 ,(- 
 
 Be it remembered, and I do certify, that on tliis :}()tli 
 day of Jane, one thousand eight hundi-ed and ninety- 
 eight, in said city and county aforesaid, before me, tlie 
 undersigned, Charles Edgar Mills, a Notary Public 
 in and for the city and county of New York, in the 
 State of New York, and a Commissioner of Deeds in 
 and for the State of Kansas, duly appointed, qualified 
 and commissioned as such, personally appeared Edward 
 King and J. V. B. Thayer, whose names are signed 
 to the foregoing instrument and mortgage deed, bear- 
 ing date the 3()th day of June, a. d., 1898, as President 
 and Secretary respectively of the Union Trust Company 
 of New York, with whom I am personally acquainted, 
 and who are personally known to me and known by me 
 to be the President and Secretary respectively^ of The 
 Union Trust Company of New York, and to be the 
 same persons whose names are subscribed to and who 
 executed the foregoing instrument and mortgage deed 
 as such President and Secretary respectively, as and 
 for said Company, the grantee in said instrument and 
 mortgage deed, and they, for themselves, and on 'behalf 
 of said Union Trust Company of New York, on this 
 day severally duly acknowledged the execution of the 
 foregoing instrument and mortgage deed to be the act 
 of said company freely and voluntarily, and that they 
 executed, signed and sealed the said instrument and 
 mortgage deed freely and voluntarily as such President 
 and Secretary, and as the free and voluntary act and 
 deed of said company for the uses and purposes therein 
 set forth. 
 
 And the said Edward King, President, and J. Y. B. 
 
24 
 
 Thaj^er, Tecretary, being first dulj^ sworn according to 
 law, did each for himself depose and say that he the 
 said Edward King and J. V. B. Thayer respectively re- 
 side in the city of New York in the State of New 
 York ; that he the said EdAvard King is President and 
 he the said J. Y. B. Thayer is the Secretary of the 
 Union Trnst Company of New York, and that their 
 names respectively signed in attestation of the foregoing 
 mortgage deed are in their own proper handwriting re- 
 spectively ; that they know the corporate seal of said 
 company ; that the seal affixed to the foregoing instru- 
 ment is the common and corporate seal of said company 
 and was thereto affixed by authority of the Board of 
 Trustees of said company, and that they signed their 
 names thereto by like authority as President and S3c- 
 retary respectively of said company. 
 
 In witness whereof, I have hereunto set my hand 
 and affixed my official seals the day and year first 
 above written. 
 
 Charles Edgar Mills, 
 
 Notary Public's- Notary Public for New York Countj^, 
 Seal. •: State of New York 
 
 : Comni'r of 
 Deeds' Seal . 
 
 Commissioner of Deeds for the 
 State of Kansas in New York. 
 
IK Binder / 'V 
 
 |H Gaylord Bros., Inc. 
 
 ^ Stockton, Calif. 
 
 ' T M. Reg. U.S. Pat. Off. 
 
 
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