| The Ala. & Miss. R. R. Co {Alabama
& Mississippi Rivers RR} |
| To Deed |
| Thomas A. Walker & Wm S. Knox |
| Received in office Feb 24 1863 |
| and recorded same day |
| The State of Alabama |
| This indenture, made and
entered into on this first day of January, eighteen hundred and sixty
three, by the Alabama & Mississippi rivers Rail Road Company, a
body corporate of said State, party of the first part, with Thomas A.
Walker and Wm. S. Knox, of the same State, parties of the second part,
Witnesseth: That in consideration of the premium, and of the sum of
ten dollars, well and truly paid by the parties of the second part, to
the party of the first part, at and before the sealing and delivery of
this Indenture, and for the purposes hereinafter set forth, the said
party of the first part has granted, bargained, sold and assigned, and
conveyed, and does by this Indenture, grant, bargain, sell, assign and
convey, to the parties of the second part, their heirs, executors,
administrators and assigns, forever, in special trust, as hereinafter
set forth, all the property, rights & appurtenances of the party
of the first part, hereinafter specified and designated: That is to
say: The rail-road of the party of the first part, commencing in the
city of Selma, in said State, and extending thence to the terminus of
said rail road, at the point of its intersection with the North East
& South West Alabama Rail-Road, at the depot or station called
York, in the county of Sumter, in said State; the estimated length
whence of is about 77 miles, be the same more or less; together with
the uncompleted portion of said rail road, and the bridge to be
constructed over the Tombigbee river, for said rail road; with all the
lands, buildings & structures, cars, and engines, and machinery
& implements of the party of the first part, pertaining to their
said rail road; and all other appurtenances of their said railroad;
including the chartered rights and privileges and franchise of the
party of the first part; and including all engines, cars and
machinery, and implements which mat be hereafter procured by the party
of the first part, for the use of, or to be employed upon or in
connection with their said rail road, as constructed or to be
constructed: All in trust, and for the purpose, and upon the
conditions hereinafter set forth. |
| This Indenture further
witnesseth, that heretofore, to wit, on the ninth day of December,
eighteen hundred & sixty two, the said party of the first part,
acting by its Board of Directors, by resolution of said board of
Directors, gave authority to the President of said Company, party of
the first part, to have issued the bonds of the party of the first
part, in sum of one thousand dollars each, to bear date the first day
of January, eighteen hundred and sixty three, and to be due and
payable on the first day of January eighteen hundred and seventy five,
to an amount not to exceed, in the whole, the sum of six hundred
thousand dollars; said bonds to be payable at the Commercial bank
of Alabama, at Selma, and to bear interest at the rate of eight per
cent. per annum. payable semi-annually at the same bank, having
coupons attached for the interest; the said bonds to be numbered from
one, regularly upwards, as the same may be issued, and each to be
certified on its face by the President of the party of the first part:
all the said bonds to be payable to the said Thomas A. Walker, or
bearer. |
|
For the purpose of more particular description and
identification, a substantial copy, showing the form and purport of
said bonds, with the certificate thereon to be signed by the said
President, (and also form of the coupons for interest, to be attached
to said bonds) is hereto attached as an exhibit, marked A, and to be
referred to and taken as a part of this Indenture: the same being
approved by the said Board of Directors, of the party of the first
part. |
| This Indenture is expressly
made and intended for the purpose of securing the payment of the
interest and principal of said bonds, or of such of them as may be
lawfully issued and disposed of. Now, if the party of the first part
shall well and truly pay, or cause to be paid, to the party or parties
who may be lawfully entitled, the interest to become due on the said
bonds, or such of them as may be lawfully issued and disposed of, and
shall also pay the principal of such bonds at maturity, according to
the tenor of the bonds, and shall commit no default as to the interest
or principal of said bonds which may be lawfully issued and disposed
of, or of any of them, but shall in all cases pay the interest and
principal of the same, according to the tenor of the bonds, and in
accordance with the lawful rights of the party or parties requesting
payment, then and in such case this indenture to be and become null
and of no effect; but otherwise shall be and remain in full force and
virtue. |
| It is further stipulated and
provided that, in case the party of the first part shall commit
default by refusing or failing to pay the interest and principal of
said bonds, or such of them as may be lawfully issued and disposed of,
according to the tenor and true intent of said bonds, in any and every
such case of default, it shall be lawful for the parties of the second
part, acting jointly, and for either one of them, acting singly and
alone, to seize and take possession of the said rail-road of the
parties of the first part, together with all the other property and
effects herein specified and conveyed, and to hold the same until such
time as the default may be made good by the party of the first part,
or until sale shall be made of the same as herein provided. And if the
said party of the first part shall be in default, and while in
default, by a failure or refusal to pay the said bonds, or such of
them as may be lawfully issued and disposed of, interest as the same
shall accrue and become due, as well as the principal, the parties of
the second part, acting jointly and together, or either one of them
acting alone and singly, shall have power to sell at public auction,
to the highest bidder, for cash, at such proper time and place, as the
trustees or trustee acting may appoint, the whole of the property and
effects specified and conveyed in and by this indenture, together with
all the chartered rights, privileges and franchise of the party of the
first part; or may so sell such portion of the said property and
effects, as the trustees or trustee acting may deem sufficient to make
good the default of the party of the first part: provided that no sale
shall be made until the trustees or trustee who may be acting (the
parties of the second part, or one of them) shall have made
publications setting forth the time and place of sale, and property
&c, to be sold, by advertisement in some newspaper in the city of
Selma, or in one of the counties in which a portion of the rail-road
of the party of the first part may be situated, and in such other
newspaper or papers as the trustees or trustee who may act, shall deem
proper; which publication shall be made at least sixty days prior to
the time appointed for the sale: and provided further that no sale
shall be made, if, prior to the making thereof, the party of the first
part shall make good the default by paying whatsoever, interest or
principal, may at the time be lawfully due on said bonds, or such of
them as may have been lawfully issued and disposed of. It is further
stipulated and provided that, if the whole property and effects,
rights privileges and franchises, shall not be sold at one and the
same time, the remainder may be sold at any subsequent time or times,
at the option of the parties of the second part, or such one of them
as may act, on making publication as aforesaid, when the party of the
first part shall be in default as to the said bonds, or any of them
which may be issued and disposed of as aforesaid, to make good such
default: The said parties of the second part, together, or such one of
them as may act under the powers herein and hereby given, shall have
power to appoint such agent or agents as they, or the one who may act,
shall deem proper, to aid in carrying into effect the powers herein
and hereby conferred on the parties of the second part; specifying in
writing the powers conferred on such agent or agents. All charges,
& expenses which may be properly incurred by publication as
provided, or by the appointment of such agent or agents, who shall be
entitled to fair and reasonable compensation for the services which
may be rendered, shall be a charge on the property and effects herein
and hereby conveyed, to be paid by the party of the first part, a
deduction from the proceeds of any sale which may be made in pursuance
of this indenture. |
| It is further stipulated and
provided that the parties of the second part shall not be liable or
responsible in any way for the acts of each other; but that each shall
be responsible only for his own acts. Nor shall either be liable for
the act or acts of any agent or agents who shall in good faith be
appointed as herein authorized; provided, that in every case
the proceeds of any sale which may be made, under the provisions of
this indenture, shall be paid to the trustees or trustee who may be
acting, and not to any agent or agents. All the powers conferred by
this indenture on the parties of the second part, are conferred upon
them jointly and severally; and the acts of either one of them, acting
singly and alone in accordance with the provisions of this indenture,
shall be as valid and effectual as if done by both acting jointly. Any
sale or sales which may be made in pursuance of the provisions of this
indenture, of the property and effects, rights, privileges and
franchise, which are herein and hereby conveyed, and deed or deeds
made in conformity with such sale or sales, by the parties of the
second part, or such one of them as may execute the trust and powers
herein & hereby conferred, shall be as valid and effectual to out
title in the purchase or purchases, at any such sale or sales, as if
such sale and conveyance were made ????? the part of the first part
acting directly through its board of directors. |
| It is understood and
stipulated, that it shall be the right of any owner or owners of said
bonds, or any of them which may be lawfully issued and disposed of, to
require a due enforcement of the provisions of this indenture,
intended to provide for and secure the due payment of the interest and
principal of such bonds. |
| In testimony whereof, and in
execution of this Indenture, the said party of the first part, acting
by and through its board of directors in due form, has caused its
corporate seal to be hereto affixed, allotted by its Secretary; and
the President of the party of the first part has hereto subscribed his
name officially. |
|
This done at the office of the said party of the first
part, the day & year in this Indenture first above written. |
|
G. G. Griffin, President |
|
Attest: |
|
W. S. Knox, Sec'y |
|
{Dallas County, Alabama Deed Book Q} |
|