502 New York Railways Company

Incorporation.

(Manhattan)

December 29, 1911, Stock Corporation Law; as a reorganization of the Metropolitan Street Railway Company (no. 373); capital stock, $17,500,000; the route to be operated by this Company was formerly operated by its predecessor, the Metropolitan Street Railway Company; that portion of the route owned being described as follows:

Broadway, West Broadway, State street, Whitehall street, Bowling Green, Trinity place, Union square, Church street, South Fifth avenue, Great Jones street, Washington square, Delancey street, Madison street, Jackson street, Cherry street, East street, South street, James slip, Montgomery street, Ridge street, Pitt street, Gouverneur street, Bowery, First avenue, Greenwich street, Battery place, Banks street, Greenwich avenue, Eighth avenue, Fourth avenue, Broome street, Sullivan street, Horatio street, Chambers street, New Chambers street, Ferry stands, Duane street, Spring street, Prince street, Houston street, Charlton street, Watt street, Stanton street, East Third street, West Fourth street, Avenue C, 11th street, 13th street, 14th street, East 17th street, East 18th street, Waverly place, West 13th street, Lexington avenue, 42d street, 116th street, Columbus avenue, 106th street, 108th street, 109th street, Manhattan avenue, 125th street, 130th street, 145th street, East 35th street, East 36th street, and on other streets, avenues and other public places in said borough of Manhattan.

And the portions of the routes operated under lease from The Broadway and Seventh Avenue Railroad Company, The Fortysecond Street and Grand Street Ferry Railroad Company, The Central Crosstown Railroad Company of New York, Christopher and Tenth Street Rail Road Company, Eighth Avenue Railroad Company, The Twenty-third Street Railroad Company, The Sixth Avenue Railroad Company in the City of New York, The Ninth Avenue Railroad Company, the New-York and Harlaem RailRoad Company, Thirty-fourth Street Crosstown Railway Company and the Fort George and Eleventh Avenue Railroad Company being described as follows:

West Broadway, Church street, Washington street, Greenwich street, South Fifth avenue, Wooster street, Greene street, Broome street, Sullivan street, Thompson street, Park place, Park Row, Centre street, Grand street, Bowery, First street, Second street, Broadway, Fourth street, Third street, Eighth street, Ninth street, 10th street, Clinton place, Astor place, Greenwich avenue, Canal street, Worth street, 14th street, Marginal street, 22d street, 23d street, 28th street, 29th street, First avenue, Irving place, Fourth avenue, 32d street, 33d street, Lexington avenue, 34th street, 42d street, Vanderbilt avenue, 44th street, Avenue A, 10th avenue, Houston street, Cannon street, Goerck

street, McDougal street, University place, Church street, 11th avenue, Bleecker street, Crosby street, Howard street, Elm street, Reade street, Beekman street, South street, Fulton street, William street, Ann street, Leonard street, 12th street, New Bowery, Peck slip, Water street, Pearl street, Chambers street, Washington street, Gansevoort street, Columbus avenue, Central Park Transverse road No. 3 leading through Central Park substantially from 84th street on the East side thereof to 86th street on the West side thereof, 86th street, Madison avenue, Varick street, Carmine street, Sixth avenue, Barclay street, Park place, Seventh avenue, 50th street, 51st street, 53d street, Hudson street, Eighth avenue, Columbus circle, Central Park West, Macomb's lane, Lenox avenue, 145th street, Ninth avenue, Amsterdam avenue, 125th street, 130th street, Old Kingsbridge road (now Broadway), and on other streets and avenues and other public places in said borough of Manhattan.

Mortgages. March 6, 1912, the Company executed two mortgages, both dated January 1, 1912; a First Real Estate Refunding Mortgage to the Guaranty Trust Company of New York as trustee, to secure thirty-year four per cent gold bonds for guaranteeing present and future authorized issues, and an Adjustment Mortgage to the Farmers' Loan and Trust Company as trustee, to secure thirty-year five per cent income gold bonds in the amount of $33,000,000.

Real Estate Refunding Mortgage. The First Real Estate Refunding Mortgage secured an issue of bonds for $18,768,100 to the joint committee of the committees of the holders of five per cent and four per cent bonds of the former Metropolitan Street Railway Company, which had purchased the road of that company at foreclosure sale on December 29, 1911. This mortgage covered all the property of the constituent companies, namely, Houston, West Street and Pavonia Ferry Railroad Company; Chambers Street and Grand Street Ferry Railroad Company; The Broadway Railway Company; The South Ferry Railroad Company; The Metropolitan Cross-Town Railway Company; Lexington Avenue & Pavonia Ferry Railroad Company; and Columbus & Ninth Avenue Railroad Company; also the line of the railway known as the Fort Lee Ferry extension described in the general mortgage, and the property of the following leased companies: The Broadway and Seventh Avenue Railroad Company; Eighth Avenue Railroad Company; The Sixth Avenue Railroad Company in the City of New York; The Ninth Avenue Railroad Company; The Forty-second Street and Grand Street Ferry Rail

road Company; Twenty-third Street Railway Company; the City Line of the New-York and Harlaem Rail-Road Company, and all other property or rights, including real estate, chattels, etc., which the predecessor Company had, and which are fully described in the mortgage. The mortgage was made a lien, moreover, on the following issues of bonds of leased Companies described in "Lot 9:"

Parcel 1. First mortgage five per cent bonds of The Broadway and Seventh Avenue Railroad Company due June 1, 1904, to the face value of one million five hundred thousand dollars ($1,500,000), described in its mortgage to Robert Buck as trustee, dated June 1, 1883, without merger.

Parcel 2. Five per cent bonds of The Metropolitan Cross-Town Railway Company, dated November 1, 1890, and due May 1, 1901, to the face value of three hundred thousand dollars ($300,000), of which bonds New York Security and Trust Company (now New York Trust Company) is registrar, without merger.

Parcel 3. First mortgage six per cent extended bonds of the TwentyThird Street Railway Company due January 1, 1909, to the face value of two hundred thousand dollars ($200,000), described in its mortgage to Darius R. Mangam as trustee, dated May 1, 1873, without merger.

Parcel 4. Five per cent debenture bonds of the Twenty-Third Street Railway Company, dated January 25, 1886, and January 1, 1906, to the face value of one hundred and fifty thousand dollars ($150,000), without merger.

The above bonds were delivered to the trustee in bearer form. The mortgage covered also $3,000,000 of the stock of the Fort George and Eleventh Avenue Railroad Company. The mortgage was subject, however, to prior liens of the mortgages issued by the constituent companies, as follows:

$7,650,000 First consolidated five per cent gold bonds of The Broadway and Seventh Avenue Railroad Company, due December 1, 1943, secured by mortgage to the New York Guaranty and Indemnity Company, trustee, dated December 22, 1893;

$700,000 four per cent bonds of the Bleecker Street and Fulton Ferry Railroad Company extended to January 1, 1950, secured by mortgage dated January 2, 1865, under which the State Trust Company, or its successor, is now substitute trustee.

Article second of the mortgage provided that the Company could issue additional bonds for the following purposes:

(a) To refund, pay, redeem, purchase or otherwise acquire the following described outstanding bonds (hereinafter referred to as underlying bonds) at, before or after the maturity thereof, to wit:

$1,500,000 first mortgage five per cent bonds of The Broadway Surface Railroad Company, due July 1, 1924, secured by mortgage to William H. Hays, trustee, dated July 1, 1884;

$350,000 five per cent bonds of The South Ferry Railroad Company, due April 1, 1919, secured by mortgage to the Central Trust Company of New York, as trustee, dated April 1, 1889;

$600,000 five per cent first mortgage bonds of The Metropolitan Cross-Town Railway Company due April 1, 1920, secured by mortgage to the New York Security and Trust Company, dated April 1, 1890; and

$950,000 bond of Oren Root, Jr., extended to September 1, 1912, bearing interest at four per cent per annum, guaranteed by Metropolitan Street Railway Company, and secured by mortgage to the Mutual Life Insurance Company, of New York, dated September 20, 1899, on the two certain parcels or property respectively described in the granting clauses hereof as parcels 1 and 2 of Lot 2.

(b) At the option of the Company, to refund, pay, redeem, purchase or otherwise acquire, at, before or after the maturity thereof, the following described bonds or unsecured obligations (hereinafter referred to as subsidiary bonds), to wit:

$500,000 second mortgage five per cent bonds of The Broadway and Seventh Avenue Railroad Company, due July 1, 1914, secured by mortgage to William H. Hays, trustee, dated July 1, 1884;

$50,000 of the first mortgage six per cent extended bonds of the TwentyThird Street Railway Company, due January 1, 1909, described in its mortgage to Darius R. Mangam, as trustee, dated May 1, 1873.

(c) At the option of the Company to refund, pay, redeem, purchase or otherwise acquire, at, before, or after the maturity thereof, the following described bonds issued under and secured by mortgage upon certain railroads, properties, franchises and real estate, to wit:

$250,000 of the first mortgage six per cent bonds of The Central Crosstown Railroad Company of New York, due November 1, 1922, secured by mortgage to The American Loan and Trust Company, trustee, dated November 1, 1882;

$210,000 of the four per cent extended bonds of the Christopher and Tenth Street Rail Road Company, due October 1, 1918, secured by mortgage under which the Guaranty Trust Company of New York is now substituted trustee, dated October 1, 1878.

Provided, however, that in case neither the property and franchises of The Central Crosstown Railroad Company of New York, including its lease of the railroad of the Christopher and Tenth Street Rail Road Company, nor, in lieu thereof at the election of the joint committee, or with its written. approval, not less than 95 per cent in the face value of the collateral notes of The Central Crosstown Railroad Company of New York now outstanding, shall be acquired by the Company, the bonds referred to in this subdivision (c) shall not be refunded.

(d) At the option of the Company to refund, pay, redeem, purchase or otherwise acquire at, before or after the maturity thereof, the unsecured obligation of the Eighth Avenue Railroad Company, the lease of the property of said Company being a part of the property hereby mortgaged, that is to say, $750,000 of the six per cent script of said Eighth Avenue Railroad Company, due February 1, 1914.

(e) At the option of the Company to refund, pay, redeem, purchase or otherwise acquire at, before or after the maturity thereof, any obligations

secured by or constituting, at the date hereof, an existing lien upon the mortgaged and pledged property or an existing lien or charge against any part of the leased properties, prior to the lien and charge of this indenture.

(f) To refund, pay, redeem, or otherwise acquire any bonds or other obligations secured by mortgage or other lien subject to which any additional property may hereafter be acquired by the Company under the provisions of this indenture, and which are described in subparagraph (b) of paragraph (B) of section 5 of this Article 2.

On page 18 of the mortgage it is provided that the Company should deliver to the trustee, as a muniment of title, the first mortgage bonds of the Houston, West Street and Pavonia Ferry Railroad Company to the amount of $500,000 issued under a mortgage executed by such Company to Ebenezer Beadleston, as trustee, dated June 12, 1874, and extended to July 1, 1904. On page 92 of the mortgage it is provided that the Company should deliver to the trustee for the purpose of cancellation, bonds and securities as they shall come into its possession as follows:

Second mortgage five per cent bonds of The Broadway Surface Railroad Company, due July 1, 1905, to the face value of $1,000,000, described in the mortgage, dated June 1, 1885, made by said Company to Francis A. Palmer, as trustee.

$500,000 of the extended five per cent first mortgage bonds of the Houston, West Street and Pavonia Ferry Railroad Company issued under a mortgage executed by said Company to Ebenezer Beadleston, as trustee, dated June 12, 1874, and extended to July 1, 1904.

The $125,000 bond and mortgage mentioned in parcel 9 of lot 1 of the granting and pledging clauses of this indenture.

The $150,000 bond and mortgage made by John D. Crimmins to The Mutual Life Insurance Company, dated February 20, 1893, mentioned in lot 3 of the granting and pledging clauses in this indenture.

The Company also agreed to cancel or to deliver to the trustee in bearer form, so as to become a part of the securities, the first mortgage six per cent extended bonds of The Forty-second Street and Grand Street Ferry Railroad Company, due January 1, 1909, in the amount of $236,000 described in its mortgage to Francis Leland, as trustee, dated July 1, 1873, under which mortgage Henry A. Robinson is substituted trustee. The bonds under this mortgage are redeemable in whole or in part upon any interest day on and after January 1, 1916, at 105 per cent of the face value, together with the accrued interest.