Wayne and Chicago Railway Company in excess of the aggregate amount fixed by Article Eighth of these presents, or be in the omission of any act or thing required by Article Ninth of these presents for the further assuring of the title of the Trustees to any property or franchises now possessed or hereafter acquired, or in the omission to comply with each and all the provisions of Articles Seventh and Twelfth of these presents, or with any other provisions herein contained to be performed or kept by the said Company, then, and in either of such cases, the requisitions shall be as aforesaid; but it shall be within the discretion of the Trustees to enforce or waive the rights of the bondholders by reason of such default, subject to the power hereby declared of a majority in interest of the holders of the said bonds, by requisition in writing, or by a vote at a meeting duly held, to instruct the said Trustees to waive such default, or to enforce their rights by reason thereof; provided that no action of the said Trustees or bondholders, or both, in waiving such default, or otherwise, shall extend to or be taken to affect any subsequent default, or to impair the rights resulting therefrom.

ARTICLE FOURTEENTH.—It is mutually agreed by and between the parties hereto, that the word "Trustees," as used in these presents, shall be construed to mean the Trustees for the time being, whether one or more be original or new; and, whenever a vacancy shall exist, to mean the surviving or continuing Trustee and such Trustee shall, during such vacancy, be competent to exercise all the powors granted by these presents to the party of the second part. And it is mutually agreed by and between the parties hereto, as a condition on which the parties of the second part have assented to these presents, that the said Trustees shall not be in any manner responsible for any default or misconduct of each other; that the said Trustess shall be entitled to just compensation for all services which they may hereafter render, in their trust, to be paid by the said Company; that either of the said Trustees, or any successor, may resign, and discharge himself of the trust created by these presents, by notice in writing to the Pittsburgh, Fort Wayne and Chicago Railway Company, and to the existing Trustee, if there be such, three months before such resignation shall take effect, or such shorter time as they may accept as adequate notice, and upon the due execution of the conveyances hereinafter required; that

the said Trustees, or either of them, may be removed by the vote of a majority in interest of the holders of the aforesaid bonds, the said vote being had at a meeting duly held of the said bondholders, and attested by an instrument under the hands and seals of the persons so voting; that in case at any time hereafter either of the said Trustees, or any Trustee hereafter appointed, shall die or resign, or be removed, as herein provided, or by a court of competent jurisdiction, or shall become incapable or unfit to act in the said trust, a successor to such Trustee shall be appointed by the surviving or continuing Trustee, with the consent of the holders for the time being of a majority in interest of the said bonds, then outstanding, or the consent of a meeting, duly held, of the holders of the said bonds; and the Trustee so appointed, with the Trustee so surviving or continuing, shall thereupon become vested with all the powers, authorities and estates granted to or conferred upon the parties of the second part by these presents, and all the rights and interests requisite to enable him to execute the purposes of this trust, without any further assurance or conveyance, so far as such effect may be lawful; but the surviving or continuing Trustee shall immediately execute all such conveyances and other instruments as may be fit or expedient for the purpose of assuring the legal estate in the premises, jointly with himself, to the Trustee so appointed; and upon the death, resignation or removal of any Trustee, or, any appointment in his place in pursuance of these presents, all his powers and authorities by virtue hereof shall cease; and all the estate, right, title and interest in the said premises of any Trustee so dying, resigning or being removed, shall, if there be a co-Trustee surviving or continuing in office, wholly cease and determine; but the said Trustee so resigning or being removed shall, on the written request of the new Trustee who may be appointed, immediately execute a deed or deeds of conveyance to vest in such new Trustee, jointly with the continuing Trustee, and upon the trusts herein expressed, all the property, rights and franchises which may be at that time held upon the said trusts; Proviaed, nevertheless, that it is hereby agreed and declared that for the first vacancy in the trust hereby created which may happen as herein before provided, in respect to either of the parties of the second part hereto, Charles Lanier, of the City and State of New York, is hereby designated and appointed to fill such vacancy, with the same effect as if he had been appointed

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in the manner hereinbefore specified; and in case it shall at any time hereafter prove impracticable, after reasonable exertions, to appoint in the manner herein before provided a successor in any vacancy which may have happened in said trust, or in case the trust shall become wholly vacant, application in behalf of all the holders of the bonds secured hereby, may be made by the surviving or continuing Trustee, or, if the trust be wholly vacant, by holders of the said bonds, to the aggregate amount of one hundred thousand dollars, to any Circuit Court of the United States, for any Judicial District in which any part of the aforesaid railway may be situate, for the appointment of a new Trustee or new Trustees.

In witness whereof, the parties of the first part have hereunto set their respective hands and seals, and the parties of the second part have also set their respective hands and seals, for the purpose or evidencing their acceptance of the trust hereby created, on the day and year first above written.

4.-THE SECOND MORTGAGE.

THIS INDENTURE, made the first day of March, in the year of our Lord one thousand eight hundred and sixty-two, between James F. D. Lanier, Samuel J. Tilden and Louis H. Meyer, of the City and State of New York, J. Edgar Thomson, of the City of Philadelphia, and State of Pennsylvania, and Samuel Hanna, of the town of Fort Wayne, and State of Indiana, of the first part, and John Ferguson and Samuel J. Tilden, of the City and State of New York, of the second part, witnesseth:

Whereas, The Pittsburgh, Fort Wayne and Chicago Railway Company is vested with franchises to be a corporation, granted to the said Company by the States of Pennsylvania, Illinois and Indiana, respectively, and has become duly organized as a cor

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poration, in conformity to the provisions of the said grants, with capacity, in its corporate character, to take, hold, and exercise other franchises, and particularly with capacity to acquire, hold, maintain, and operate the continuous railway, extending from Pittsburgh, in the State of Pennsylvania, to Chicago, in the State of Illinois, commonly known as the PITTSBURGH, FORT WAYNE AND CHICAGO RAILROAD, together with its equipments and appurtenances.

And whereas, the said Company has agreed with the parties of the first part, to buy the aforesaid railway, and, in evidence of a portion of the consideration for the same, has made and delivered to the parties of the first part, its bonds, amounting in the aggregate to the sum of five millions and one hundred and sixty thousand dollars; all of which bonds bear date on the first day of March, in the year one thousand eight hundred and sixty-two, and are payable at the office or agency of the said Company, in the City of New York, upon the first day of July, in the year one thousand nine hundred and twelve, and are redeemable, at the option of the Company, at any time after the first day of July, one thousand eight hundred and sixty-seven, on any day on which a half-yearly installment of interest shall fall due, and are convertible, at the option of the holders thereof, upon any such day, into bonds, to be issued and secured in the same manner as the said bonds, but bearing interest at the rate of six per cent., and irredeemable, except by a sinking fund of one per cent. per annum, on the whole amount of the said six per cent. bonds, which shall have been issued, to be reserved and applied in the manner hereinafter specified; all of which bonds originally issued as aforesaid bear interest, after the first day of April, 1862, at the rate of seven per centum, per annum, payable semi-annually, at the office or agency of the said Company, in the City of New York; of which bonds seven hundred and sixty, numbered, consecutively, from 1 to 760, inclusively, are each for one thousand dollars; and two hundred, numbered, consecutively, from 761 to 960, inclusively, are each for five hundred dollars; and forty-three hundred, numbered, consecutively, from 961 to 5,260, inclusively, are each for one thousand dollars; and the interest on all of which said bonds is payable as follows, that is to say: The interest on nine hundred and sixty of the said bonds, numbered, consecutively, from 1 to 960, inclusively, is payable on the first days of January and July in each year; the interest on eight

hundred and sixty of the said bonds, numbered, consecutively, from 961 to 1,820, inclusively, is payable on the first days of February and August in each year; the interest on eight hundred and sixty of the said bonds, numbered, consecutively, from 1,821 to 2,680, inclusively, is payable on the first days of March and September in each year; the interest on eight hundred and sixty of the said bonds, numbered, consecutively, from 2,681 to 3,540, inclusively, is payable on the first days of April and October in each year; the interest on eight hundred and sixty of the said bonds, numbered, consecutively, from 3,541 to 4,400, inclusively, is payable on the first days of May and November in each year; and the interest on eight hundred and sixty of the said bonds, numbered, consecutively, from 4,401 to 5,260, inclu sively, is payable on the first days of June and December in each year; all of which fifty-two hundred and sixty bonds are of like tenor, except as to the days on which the interest is payable, and except that the four hundred of the said bonds numbered, consecutively, from 1 to 400, inclusively, have, in case of a sale of the mortgaged property, a preference in the application of the proceeds thereof as hereinafter provided; and all of which fifty-two hundred and sixty bonds are in the form following:

No.

UNITED STATES OF AMERICA. $

"STATES OF PENNSYLVANIA, OHIO, INDIANA, AND ILLINOIS. "PITTSBURGH, FORT WAYNE AND CHICAGO RAILWAY COMPANY. "Second Mortgage Bond.

“Know all men by these presents, that the Pittsburgh, Fort Wayne and Chicago Railway Company are indebted to John Ferguson and Samuel J. Tilden, of the City of New York, or bearer, in the sum of dollars, lawful money of the United States of America, which the said Company promise to pay to the said John Ferguson and Samuel J. Tilden, or to the bearer hereof, on the first day of July, in the year one thousand nine hundred and twelve, at the office or agency of the said Company, in the City of New York, with interest thereon, after the first day of April, 1862, at the rate of seven per centum per annum, payable, semi-annually, at the said office or agency in the City of New York, on the first days of

and

in each year, on the presentation and surrender of the annexed coupons as they severally become due; and in case of the non

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