9/23/1892 · MORTGAGE · book 12 page 376 doc 5293

376 Whereas, the New York, Providence and Boston Railroad Company hereinafter called "first party" is a corporation duly organized and existing under and by virtue of the laws of the respective States of Rhode Island and Connecticut, and has heretofore constructed under its charter, and now owns and operates a railroad about sixty two miles in length, and running from Providence, in the State of Rhode Island, to Norwalk, in the State of Connecticut; and Whereas in order to pay certain bonds of first party now outstanding and more particularly hereinafter described, near and upon the said railroad of first party, and its appurtenances first party has resolved to issue certain series of confirm- and registered bonds, amounting in the aggregate to four million (4,000,000) dollars, each of said bonds being of the denomination of one thousand ($1,000) dollars and being general mortgage bonds of the form hereinafter stated; and Whereas first party has further resolved to secure the payment of said bonds by mortgaging to the treasurer of the State of Connecticut hereinafter called "second party" and his successors in office all of the said railroad belonging to first party, situated within the States of Connecticut and Rhode Island, hereinafter more particularly described; and Whereas, By an Act of the General Assembly of the State of Rhode Island, duly passed May 28, 1891 and entitled "An Act authorizing the New York, Providence and Boston Railway Company to issue bonds," said first party was duly authorized to issue said bonds and to execute, as security, therefore, a mortgage deed of the property hereinafter described; and Whereas, Each of said Confirm and Registered bonds is to be in the mode and form following to wit: (Form of Confirm Bond) United States of America The New York, Providence and Boston Railroad Company. Four Per Cent General Mortgage Gold Bond. $/1,000. For value received, the New York, Providence and Boston Railroad Company promises to pay bearer, or in case of the registration of this bond, then to the registered holder hereof the sum of one thousand dollars on the first day of April, one thousand nine hundred and forty two, together with interest thereon from the date hereof until said principal sum has been paid, at the rate of four per centum per annum, payable semiannually on the first days of April and October in

each year, on the presentation and surrender of the coupons annexed hereto, as they severally become due, both principal and interest being payable in gold coin of the United States of America of the present standard of weight and fineness, or its equivalent, at the agency of said company in the city of New York. This bond together with other bonds wished and to be issued by the New York, Providence and Boston Railroad Company (on an aggregate amount not exceeding $4,000,000), is one of a series of one thousand general mortgage bonds of like amount terms and date, and numbered from one to one thousand, both inclusive, secured by and subject to the terms of a general mortgage or deed of trust duly executed and delivered by the said New York, Providence and Boston Railroad Company to the Treasurer of the state of Connecticut as trustee, bearing date April 12th 1892, and duly recorded in the office of the Secretary of the State of Connecticut. This bond shall be borne by delivery, or if registered as hereinafter provided, by transfer upon the transfer books of said Railroad Company. After registration of ownership certified hereon by the transfer agent of said Company, the Consignee shall remain negotiable; but after registration no transfer of this bond, except as said books shall exhibit are the last transfer is to bearer, which shall restore transferability hereof by delivery, and thereafter this bond shall continue subject to successive registration and transfer, as aforesaid, at the option of each holder; or the holder hereof may, at any time, at his option, surrender this bond with its coupons annexed, to said Railroad Company to be by it cancelled, and upon such surrender shall receive in exchange therefor a registered bond of the same series and same amount, which registered bond shall not be transferable to bearer, the interest maturing then being paid to the registered holder thereof. Thirteen hundred bonds of this series are reserved, and can be used only as an equivalent amount of bonds secured by lien on the property of said Company, as stated in said mortgage, are surrendered and cancelled. This bond shall not be obligatory until authenticated by a certificate of the Comptroller of Public Accounts of the State of Connecticut that it has been registered in his office. In witness whereof the New York, Providence and Boston Railroad Company has caused these presents to be signed by its President and countersigned by its Treasurer, and its corporate seal to be hereto affixed this first day of

378 April, 1892 The New York, Providence and Boston Railroad Company President By Treasurer L.S. (Conpore) No. $20.00 On the first day of [illegible] The New York, Providence and Boston Railroad Company will pay to bearer twenty dollars in gold coin of the United States of America or its equivalent at its agency in the city of New York, being six months interest on its General Mortgage Bond No. [illegible] Treasurer (Comptrollers Certificate) State of Connecticut Office of the Comptroller of Public Accounts This certifies that this Bond has been duly registered in the office of the Comptroller of Public Accounts of the State of Connecticut Given under my hand at the Capitol, in the City of Hartford this [illegible] day of [illegible] 89 Comptroller. (Form of Registered Bond) United States of America, The New York, Providence and Boston Railroad Company, Four per cent General Mortgage Gold Bonds. No. $1,000.00 For value received, the New York, Providence and Boston Railroad Company promises to pay to the registered holder hereof the sum of one thousand dollars on the first day of April, one thousand nine hundred and forty two, together with interest thereon from the date hereof until the principal sum has been paid, at the rate of four per centum per annum payable semiannually on the first days of April and October in each year, both principal and interest being payable in gold coin of the United States of America of the present standard of weight and fineness, or its equivalent at the agency of said Company in the city of New York. The bond together with other issues about to be issued by the New York, Providence and Boston Railroad Company, to an aggregate amount not exceeding $7,000,000, is one of a series of four thousand general mortgage bonds of like amount, term and date, and numbered from one to four thousand. Both principal secured by and subject to the terms of a General Mortgage, or deed of trust, duly executed and delivered by the said The New

379 Bank, Providence and Boston Railroad Company to the Treasurer of the State of Connecticut as Trustee, bearing date April 13th 1892, and duly recorded in the office of the Secretary of the State of Connecticut. This bond is transferable only in the transfer books of said Railroad Company, by the registered owner hereof—in person or by attorney, upon surrender hereof. Fourteen hundred bonds of this series are received, and can be issued only as an equivalent amount of bonds secured by liens on the property of said Company, as stated in said mortgage, are surrendered and canceled. This bond shall not be obligatory until authenticated by a certificate of the Comptroller of Public Accounts of the State of Connecticut that it has been registered in his office. In witness whereof, the New York Providence and Boston Rail- road Company has caused these presents to be signed by its President and countersigned by its Treasurer, and its corporate seal to be hereunto affixed this first day of April 1892 The New York, Providence and Boston Railroad Company By [signature] President [signature] Treasurer L.S. (Comptroller's Certificate) State of Connecticut Office of the Comptroller of Public Accounts This certifies that this bond has been duly registered in the office of the Comptroller of Public Accounts of this State of Connecticut. Given under my hand at the Capitol, in the City of Hartford this [illegible] day of [illegible] Comptroller And Whereas, it has been further resolved by first party that one thousand three hundred (1,300) of said bonds should be received and issued only as an equivalent amount of bonds now outstanding, heretofore issued and secured by liens on the property of said first party are surrendered and canceled, Now, Therefore know all men by these presents that the New York, Providence and Boston Railroad Company, first party, in consideration of the premises and of one dollar to it in hand paid by the Treasurer of the State of Connecticut, second party, doth hereby give, grant, bargain, sell and confirm unto said second party and his successors in office, All and singular the double track railroad now belonging to and operated by the said party of the first part. Beginning at the western limit of the Town

Station on Exchange Place in the City of Providence; running thence through the said City and County of Providence and the Counties of Kent and Washington in the State of Rhode Island, and the Villages of Auburn, Apponawgunn and East Greenwich, and the Towns of North and South Kingstown, Wood River junction and thence to the Pawcatuck River, in the Village of Westerly, in said State; thence by a bridge across said river through the County of New London, in the State of Connecticut and the Villages of Gunnington, Ledyard and brands to the Thames river, in the Town of Preston, and thence by a bridge across the Thames River to the City of New London, and through the City of New London to the eastern limit of the Union Station in that city, together with the real estate, railways, rails, bridges, piers, fences, frontage, rights and franchises, now owned and hereafter acquired by the said first party hereat and appertaining or belonging to said line of railroad between the Cities of Providence and New London, and all lands now and hereafter used and occupied for a railroad depots or stations, together with all buildings erected and which may hereafter be erected thereon, now and hereafter belong- ing to it and hereafter acquired by, or used and operated in connection with said railroad, together with all and singular the tenements, hereditaments or appurtenances belonging in any wise appertaining thereto, the reversion and reversions, remainder and remainders, rents, rents, issues and profits thereof, and all the estate, right, title, interest, property, possession, claim and demand what soever, as well in equity, as well in law as in equity, of the said The New York Providence and Boston Railroad Company, of and to the said railroad and every part and parcel thereof with its appurtenances, including all deeds, monuments of title, books, papers and documents, useful or convenient for the possession, use and operation of said railroad Is have and to hold the above bargained and granted premises, and every part and parcel thereof unto the said Treasurer of the State of Connecticut and his successors in office, upon the trusts and for the uses and purposes and upon the conditions herein declared, and for no other. And said first party hereby for itself and its successors covenants and agrees with second party and his successors in this trust First, that it will pay a cause to be paid to the holders of the said bonds hereby secured, the principal sum therein mentioned, together with the interest thereon, as

the same shall become due and payable, Second That it will, at its own proper charges, do all things necessary to be done to keep intact the lien hereby created and that it will, from time to time, and at all times heresafter so long as any of said coupons and bonds shall remain outstanding, make, execute, acknowledge and deliver to the second party and his successors, all such other and further assurances, conveyances and deeds for the better conveying and securing to the second party or his successors, for the purpose and upon the terms expressed herein, the said railroad and other property hereinafter mentioned, or witnessed as to be, as by the second party and his successors, or by his or their counsel may reasonably be desired, asked or required. Third, that in case default shall be made in the payment of any interest upon any of said bonds, when said interest shall become due and payable, or in case default shall be made in the payment of the principal of any of said bonds when the same shall become due and payable, the second party or his successors may enter upon all and singular the railroad property and premises hereby conveyed, or intended to be conveyed, and have, use and operate the same, and from time to time may make all needful repairs, replacements and such alterations, additions and improvements to said railroad as may, in the judgment of the second party or his successors, be necessary for the proper operation of the same, and may receive the tolls, freights, income and profits thereof, and, after deducting the expenses of operating and managing the said railroad and property and of such repairs, replacements, additions and improvements, as well as just compensation for his own services and the services of such managers, servants, attorneys and counsel as may have been by him employed, shall apply the money according as aforesaid to the payment of the interest accrued upon said bonds, and of the principal thereof if the same is due, without discrimination or preference between said bonds, and shall thereafter pay over any surplus to the first party, its successors or assigns, or as any court of competent jurisdiction shall order, and shall restore the said railroad and other property to the party of the first part; provided however, that in case said second party, or his successors, shall take possession of said property whenever second party, or his successors, shall have been able to pay out of the income of said property all arrears of interest due on the said bonds as

hereinafter provided, second party and his successors shall redeliver the said property to the first party; and provided, also, that in case of any default as aforesaid, second party and his successors may, either with or without entry, sell or cause to be sold, the railroad, franchises and property, real or personal, hereby conveyed, or interest so to be, and all right and equity of redemption of the first party in and to the same and every part thereof with the benefit of the franchises aforesaid which and last mentioned sale shall be at public auction in the City of New York, State of New York, after public notice of the time and place of such sale by advertisement published in each of the cities of New York and Boston not less than three weeks for four consecutive weeks in one or more newspapers there published; the second party and his successors shall have full power to buy in or rescind any contract of sale and recall without being responsible for loss and in his and their execution to adjourn such sale from time to time, and to make said sale at the time and place to which the same shall be adjourned, and shall give such notice of the adjournment as second party or his successors, shall think reasonable under the circumstances; in case of said sale by the second party or his successors as hereinbefore provided, said second party, or his successors in this trust, shall make and deliver to the purchaser of said premises good and sufficient deeds of the same in fee simple, and such said sale and conveyance shall be a perpetual bar, both in law and in equity, against the first party, its successors and assign, and all other persons claiming by, through or under it of all right title and claim in and to the said railroad franchises, and property and every part and parcel thereof and the receipt of the second party for the purchase money paid to him shall be a sufficient discharge to the purchaser; in case of any such default as aforesaid, it shall be the option of the second party and his successors, and he and they shall have full power to exercise any of the powers herein and hereby granted, to apply to any court of competent jurisdiction for any such relief as the second party and his successors may be entitled to in the premises; in the event of a sale under a judgment or decree of a court of competent jurisdiction in the State of Connecticut, said judgment or decree may decree a sale of the entire road and franchises constructed and granted by the States of Rhode Island and Connecticut. In case of any sale of said premises

and property, whether by the second party or his successors under any power herein granted or in pursuance of the decree of any court of competent jurisdiction, the second party and his successors may bid for and purchase said property real and personal, or any part thereof, in behalf of the holder of all said bonds as well as those not maturing at this resulting in such request but the second party shall not in such case bid any greater sum than the amount of the bonds then issued and outstanding and accrued interest costs and expenses. Fourth, That it will, until the payment in full of the principal and interest of the bonds fully secured, pay and discharge all taxes and assessments which may at any time be imposed upon the premises hereby mortgaged, or upon any portion thereof and that it will also pay all special and general liens when said mortgaged premises, the payment whereof may be materially necessary or essential to the protection of the security hereby created, Fifth, That it has deposited forthwith with the Central Trust Company of New York one thousand three hundred (1300) of said bonds for the aggregate principal sum of fourteen hundred thousand dollars, duly executed by it, said first party, but not registered as aforesaid, said bonds as deposited to be held by said Trust Company for the following purposes, to wit: 1. One million dollars of said bonds as deposited, shall on or about December 13 1895, be presented by said Trust Company to said Comptroller for registration, and, when registered, said bonds, or the proceeds thereof, if the same shall be sold by said Trust Company, shall be used in retiring and paying, either by exchange or payment one million dollars of given per certain thirty year first mortgage bonds heretofore executed by first party and maturing January 1st 1899. 2. Three hundred thousand dollars of said bonds to deposited shall on or about March 1st 1901, be presented by said Trust Company to said Comptroller for registration, and when registered, said bonds, or the proceeds thereof if the same shall be sold by said Trust Company, shall be used in retiring and paying, either by exchange or payment, three hundred thousand dollars of given per certain twenty year first mortgage bonds heretofore executed by first party, and maturing April 1st 1901. Said first party hereby agrees to provide said Trust Company with all such information, affidavits and other evidence as may be required by said Comptroller as a

384 condition of registering said bonds as deposited. These presents further witness that this instrument is upon the following express conditions: 1st That the actual possession, use, managing and control of all the premises hereby granted shall be and remain with first party until default shall be made in the payment of principal or interest of said bonds hereby secured, or any part thereof or until default shall be made in some of the covenants herein contained. Said first party, furthermore first party shall not be at such times in default in the payment of the principal or interest of said bonds, may from time to time, and with the consent in writing of the Island Trust Loan Company of New York locate or distribute, sell or dispose of any lands, rights of way, or real or leasehold estate, with the buildings thereon, heretofore acquired now and used, or intended to be used, by first party for or in connection with its said railroad, if in the opinion of the Board of Directors of said first party the same shall not be any longer required for the purposes of said railroad. Island Trust Loan Company shall not be bound to ascertain or imagine whether such property is any longer required for the said purposes or whether such able is expedient; the purchase money of said property as sold or disposed of shall be received by said Trust Company, and, if the said property as sold or disposed of shall be replaced by other property of any like character, the purchase money so received shall be applicable to the purchase of such other property, and shall be paid by said Trust Company to first party upon delivery to said Trust Company of a copy of a resolution of the Board of Directors of the first party that it is required for and shall be applied to that purchase, and such property so purchased or substituted shall be vested in the second party upon the trusts herein declared concerning the property so sold or disposed of the said purchase money, until such application Therefore shall remain in the hands of said Trust Company under similar terms as those upon which said Trust Company shall, for the time being, receive money when deposited from other customers, and party shall well and truly pay, a canal to be paid, to the holders of the said bonds hereby secured, and each and every one of them, the principal sums of money therein mentioned, according to the true intent and meaning thereof with interest, thereon, at the times and in the manner therein provided, and according to the true intent and meaning of these presents,

and shall fulfill all of the covenants in this instrument expressed, then and from henceforth this instrument and the estate hereby granted shall cease, determine and be utterly void, and the right and title to the premises and property hereby conveyed shall be divested from said grantee and Trusted and his successors and shall revert to and be reinvested in law and in fact in the first party, its successors and assigns, without any acknowledgment of satisfaction, re-conveyance, receipting or other acts to be by said grantor or grantee made or performed otherwise to be had and remain in full force and effect. In witness whereof, the party of the first part has caused its corporate seal to be hereunto affixed, and these presents to be signed by its President and attested by its Secretary, thereunto duly authorized the 12th day of April 1892, these instruments are executed in two parts each one of which is an original of the same force and effect under all circumstances as if both parts were procured and present, The New York, Providence and Boston Railroad Company By Samuel D. Babcock President Attest A.R. Langley Secretary L.S. Signed in the presence of Samuel A. Tanner Hoffender Miller State of New York SS. City and County of New York SS. On this 14th day of May 1892, before me a Notary Public, residing in the City, County and State of New York, and duly commissioned and authorized to take acknowledgments of deeds and other instruments in writing under seal, personally came Samuel D. Babcock and A.R. Langley, personally known to me to be respectively the President and Secretary of the New York, Providence and Boston Railroad Company, a corporation duly organized and existing under the laws of the respective States of Connecticut and Rhode Island and Providence Plantations; and A.R. Langley being by me duly sworn said that he resided in Brooklyn, County that he was the Secretary of the New York Providence

386 and Boston Railroad Company, a corporation organized and existing under the laws of the respective States of Connecticut and Rhode Island and Providence Plantations; that he knows the corporate seal of said Company; that the seal affixed to the foregoing instrument was hergh corporate seal; that it was officially thereto by order of the Board of Directors of said Company, and that he signed his name thereto by the like order as Secretary of said Company, and the said A.R. Longley further said that he was personally acquainted with Samuel D. Babcock and knew him to be the President of said Company; that the signature of the said Samuel D. Babcock subscribed to the said instrument was in the genuine handwriting of the said Samuel D. Babcock, and was thereto subscribed by the like order of the said Board of Directors in the presence of him said A.R. Longley. In presence of him said A.R. Longley and said Samuel D. Babcock and A.R. Longley therefore acknowledged to me that they executed the foregoing instrument on behalf of the said Company as the free act and deed of said Company, and the free act and deed of them, said Samuel D. Babcock and A.R. Longley. On testimony whereof I have hereunto set my hand and affixed my official seal the day and year last above named Daniel A. Warren, L.S. Notary Public N.G. Rev. Received for record Sept 23rd 1892 at 9 oclock AM and recorded by George Co. Lowe Town Clerk (For Dealings of this Mortgage see Book 29, Page 89)