foregoing description of lands for which letters patent had issued to said Railroad Company, and the right to receive lands for which letters patent had not issued, but which had been selected by and certified to said Company, whether or not such lands were then held by or had been theretofore sold or contracted to be sold by said Railroad Company or such Receivers, or were claimed to have been sold under judicial proceedings or for nonpayment of taxes, or for any cause soever, and whether or not the same stood in the name of said Railroad Company; it being the intention to include every possible right, title and interest of said Railroad Company in and to any of the lands within said State respectively (except such in the State of North Dakota as lie east of the Missouri River) covered by any grant to said Railroad Company by the Congress of the United States, and which might not be included in the sale under said decrees under the foregoing descriptions of lands for which letters patent had issued to said Railroad Company, and the right to receive lands for which letters patent had not issued, but which had been selected by and certified to said Company, should be sold in one parcel as to all such lands and rights in respect of lands within the State of Wisconsin; in one parcel as to all such lands and rights in respect of lands within the State of North Dakota; in one parcel as to all such lands and rights in respect of lands within the State of Montana; in one parcel as to all such lands and rights in respect of lands within the State of Idaho; in one parcel as to all such lands and rights in respect of lands within the State of Washington; in one parcel as to all such lands and rights in respect of lands within the State of Oregon; at the several places in said States, respectively, in said decrees designated; (4) that such sales should respectively be made upon a day or days to be fixed by said Special Master, and notice of the time and place of sale, describing briefly the property and rights to be sold and referring to said original and supplemental decrees entered in said cause, respectively, on the 27th and 28th days of April, 1896, should be published as follows: Sixty days' previous notice of the time and place of the sale of the patented and certified lands, and of the said unpatented and uncertified lands and rights in respect of lands, within the said States respectively, should be given by the Special Master by publishing the same once at least sixty days preceding the day of sale, and also at least once in each week, beginning on any day of the week, for the term of six successive weeks preceding the day of sale, in newspapers published, printed, regularly issued and having a general circulation in the places in said States, respectively, in said decree designated; and Whereas on the first day of June, 1896, said Court entered an order in said cause, wherein, among other things, it approved the notices of sale hereinafter referred to as a sufficient compliance with the terms of said decrees; and

Whereas certain decrees and orders ancillary to those first above mentioned and of like character, force and effect, were entered in like causes pending between the same parties in the Circuit Courts of the United States for the following districts and on the following dates-viz., April 29, 1896, in the District of Minnesota; May 1st, 1896, in the District of Montana; May 2d, 1896, in the District of North Dakota and in the District of Washington; May 4th, 1896, in the Western District of Wisconsin, in the District of Idaho and the District of Oregon; and on May 12th, 1896, in the Northern District of Illinois and in the Southern District of New York; to which proceedings and the record thereof in each and every of said courts, including the Circuit Court of the United States for the Eastern District of Wisconsin, reference is hereby made with the same force and effect as though such proceedings and record thereof and every part thereof were included in and made part of this deed; and

Whereas in said cause pending in the Circuit Court of the United States for the Eastern District of Wisconsin, and in said ancillary proceedings in said other Districts, Receivers of all the railroad, franchises and property of said Northern Pacific Railroad Company were appointed and said Receivers entered into the possession of said premises and are now in possession thereof; and

Whereas Alfred L. Cary was, in and by said decrees of the Circuit Court of the United States for the Eastern District of Wisconsin, and in and by decrees of the United States Circuit Courts in and for each of said other districts, in said ancillary proceedings therein pending, appointed Special Master to make, direct and conduct the sale of said mortgaged premises and to execute and deliver deeds of conveyances of the property to be sold to the purchaser thereof upon the entry of decrees confirming such sale thereof, and upon payment or

settlement of the purchase price bid as in the decrees in said several proceedings provided; and

Whereas the said Special Master, in pursuance of said decrees, on the 25th day of July, 1896, at the place in said decrees specified-to wit, upon the premises sold, at the passenger station of the said Northern Pacific Railroad Company, in the City of Superior, in the State of Wisconsin, did duly sell at public auction to the said Northern Pacific Railway Company, party of the second part thereto, the highest and best bidder at said sales, all and singular the premises hereinafter described. the same being the First Parcel, the Second Parcel and the Third Parcel in said decrees mentioned and directed to be sold, at and for the sum of $10,000,000 for the First Parcel: $2,000,000 for the Second Parcel, and $500,000 for the Third Parcel, due notice of the time and place of such sales having been given pursuant to said decrees and according to law, and the said decrees having been complied with in all things relating to the said sales; and

Whereas the said Special Master, in pursuance of the said decrees and notices of sale, did, at the places specified in said decrees-to wit, at the County Court House at the City of Superior, Douglas County. in said State of Wisconsin; at the County Court House, in Mandan, Morton County, in said State of North Dakota; at the County Court House in Missoula. Missoula County, in said State of Montana; at the County Court House, in Rathdrum, Kootenai County, in said State of Idaho; at the County Court House, in Seattle, King County, in the State of Washington, and at the County Court House, in Portland, Multnomah County, in said State of Oregon, and at the respective times specified in said notices of sale offer at public sale all the lands within the said States respectively (except such in the State of North Dakota as lie east of the Missouri River), granted by Congress to aid in the construction and equipment of the railroads of said defendant Northern Pacific Railroad Company, and all rights of said Northern Pacific Railroad Company under the several land grants made to it by Congress within the said States respectively (except as to such lands in the State of North Dakota as lie east of the Missouri River), due notice of the time and place of sale in each of said States having been given pursuant to said decrees and orders and according to law, and the said deerees having been complied with in all things touching and relating to the said sales; and

Whereas at such sales all of said lands within said States (except such in the State of North Dakota as lie east of the Missouri River), for which letters patent had issued to said defendant Northern Pacific Railroad Company, and the right to receive lands for which letters patent had not issued, but which had been selected by and certified to said Company, were offered and sold in single sections or subdivisions thereof, and were struck off to the said party of the second part for the respective sums set forth in the schedules respectively marked A of the reports of such sales made by said Special Master, and hereinafter referred to, such sums being the highest sums bidden respectively therefor; and

Whereas at such sales all of said lands within said States (except such in the State of North Dakota as lie east of the Missouri River), for which patents had not issued and which had not been selected by and certified to said Company, but to which said Northern Pacific Railroad Company was entitled under said grants of Congress, and all rights of said Northern Pacific Railroad Company to receive from the United States any lands within said States (except such in the State of North Dakota as lie east of the Missouri River), which had not been certified or patented to said Railroad Company, whether under the grant expressed in the Act of Congress of July 2d, 1864, or under any subsequent grant by way of indemnity or otherwise to said Company, together with all the right, title, interest and claim in or to any such lands and all its rights to receive from the United States patents therefor, and also all mineral and other reservations and exceptions of every nature and description contained in any conveyance or contract in respect of lands within said States (except such in the State of North Dakota as lie east of the Missouri River), at any time made by said Railroad Company, or its Receivers, or otherwise, and all rights, benefits, equity or redemption, title, interest or claim of said Railroad Company thereunder, and in and to all lands granted to it by the Congress of the United States within said States (except such in the State of North Dakota as lie east of the Missouri River, and which might not be included in the sales under said deerees under the preceding description of lands for which letters patent had issued to said Railroad Company, and the right

to receive lands for which letters patent had not issued, but which had been selected by and certified to said Company, whether or not such lands were then held by or had been therefore sold or contracted to be sold by said Railroad Company or such Receivers, or were claimed to have been sold under judicial proceedings or for non-payment of taxes, or for any cause soever, and whether or not the same stood in the name of said Railroad Company; it having been the intention to include every possible right, title and interest of said Railroad Company in and to any of the lands within said States (except such in the State of North Dakota as lie east of the Missouri River), covered by any grant to said Railroad Company by the Congress of the United States, and which might not be included in the sale under said decrees under the preceding description of lands for which letters patent had issued to said Railroad Company, and the right to receive lands for which letters patent had not issued, but which had been selected by and certified to said Company, were offered and sold in one parcel, in respect of each said State as aforesaid, and were struck off to said party of the second part for the respective sums set forth in the Schedules respectively marked "C," of the reports of such sales made by said Special Master and hereinafter referred to, such sums being the highest sums bidden respectively therefor; and

Whereas all of the property included in and covered by the sales hereinbefore mentioned was at such sales sold subject to the said mortgage or deed of trust. dated January 1st, 1881, known as the General First Mortgage of said Northern Pacific Railroad Company, and executed by it to the Central Trust Company of New York, as Trustee, and subject, also, as to the portions of said property covered thereby, to the lien of the said two other mortgages or deeds of trust dated May 1st, 1879, and September 1, 1879, respectively, executed by said Northern Pacific Railroad Company to the Farmers' Loan and Trust Company, as Trustee; and

Whereas said Special Master did duly make his reports of the said sales to and file the same with the said Circuit Court of the United States for the Eastern District of Wisconsin on the eighth day of August, 1896, and, also, to and with the said other Circuit Courts of the United States hereinbefore mentioned, which said reports and the sales therein reported were, upon due notice to all parties, duly confirmed by the orders of said Circuit Courts respectively entered on the following dates, viz.: in the Eastern District of Wisconsin on the eighth day of August, 1896, and in the District of North Dakota on the twenty-ninth day of July, 1896; in the District of Montana on the first day of August, 1896; in the District of Idaho on the third day of August, 1896; in the District of Washington on the third day of August, 1896; in the District of Oregon on the fourth day of August, 1896; in the Western District of Wisconsin on the seventeenth day of August, 1896; in the Northern District of Illinois on the twenty-eighth day of July, 1896; and in the Southern District of New York on the thirtieth day of July, 1896; and

Whereas in and by said last-mentioned decrees confirming said sales the Special Master, was ordered and directed to sign, seal, execute and deliver a deed or deeds of conveyance to said Northern Pacific Railway Company, party of the second part hereto, purchaser as aforesaid, conveying to it all and singular the railroad, franchises, stocks, bonds and other property hereinafter described, as provided in said decrees; and,

Whereas upon the 18th day of August, 1896, the said Alfred L. Cary, as Special Master, did make execute and deliver to the said Northern Pacific Railway Company, party of the second part hereto, deeds dated and acknowledged that day, and in form approved by the Circuit Court of the United States for the Eastern District of Wisconsin, wherein and whereby the property described in and sold under said decrees was conveyed and confirmed to the said Northern Pacific Railway Company; and

Whereas the Northern Pacific Railway Company, party of the second part hereto, has in all respects complied with the provisions of said last-mentioned decrees confirming said sales, and has delivered said bonds and deposited said cash as aforesaid; and has complied with all the provisions of law of each and every of the States of Wisconsin, Minnesota, North Dakota, Montana, Idaho, Washington and Oregon, which are the only States of the United States in which any part of the real property embraced in and sold under said decree is located, so as to enable it to hold real and personal property in every such State; and

Whereas in and by the said decrees of confirmation, it was further ordered, that by way of further assurance and confirmation of title to such purchasers,

the said The Northern Pacific Railroad Company, mortgagor, and The Farmers' Loan and Trust Company, the mortgagee, each, by its proper officers and under its corporate seal, should, upon request of such purchaser the Northern Pacific Railway Company, sign, seal, execute, acknowledge and deliver to such purchaser, or to its successors and assigns, all proper deeds of conveyance, transfer, release and further assurance, of all the railroad, property and franchises, so as aforesaid sold under the decree of such court and embraced in the deed of the Special Master, so as fully and completely to transfer to and invest in the said purchaser and in its successors and assigns, the full, legal and equitable title to all such railroad, property and franchises, sold or intended to be sold, as aforesaid; and

Whereas the Board of Directors of the Northern Pacific Railroad Company, party of the first part hereto, have duly resolved and directed that this deed be made, executed and delivered by the said corporation to the said Northern Pacific Railway Company.

Now, therefore, this indenture witnesseth, that the said party of the first part hereto, pursuant to the authority and direction to it in said judgment or decree contained, as hereinabove recited, and also in pursuance of the resolution of its Board of Directors as aforesaid, and also in the performance and completion of its obligations, as party to said three indentures of mortgage, and to The Farmers' Loan and Trust Company of the City of New York, party of the second part thereto, to transfer to and to vest in the said Northern Pacific Railway Company, as the assignee of and successor to all rights of either and of both the parties to the said three indentures of mortgages in and to the property therein and thereby described and mortgaged; and, in consideration of the premises, and of one dollar to it in hand paid by the party of the second part, the receipt of which is hereby acknowledged, hath granted, bargained, sold, assigned, aliened, released, conveyed and confirmed, and by these presents doth grant, bargain, sell, alien, release, convey and confirm, unto the said Northern Pacific Railway Company, party of the second part hereto, and to its successors and assigns forever.

All and singular the property, franchises and estate, whether real, personal or mixed, and wherever situate, embraced and included in the said judgments or decrees, and therein or thereby authorized and directed to be sold, and described in the said deeds dated August 18, 1896, from Alfred L. Cary, Special Master to Northern Pacific Railway Company, of which said property, franchises and estate, real, personal or mixed, the following is a general description, that is to say:

All and singular the property, franchises and estate, whether real, personal or mixed, and wheresoever situate, embraced or included in the said several decrees, and therein and thereby authorized or directed to be sold as the First Parcel, the Second Parcel and the Third Parcel therein mentioned, the same being described as follows:

THE FIRST PARCEL

All and singular the railroad and telegraph line or lines of the defendant the Northern Pacific Railroad Company, as the same were constructed or being constructed at the date of the execution of the General Second Mortgage, namely, on the 20th day of November, 1883, or as the same were thereafter constructed, viz.: The main line from a point on Lake Superior, in the State of Wisconsin, at or near the mouth of the Montreal River, which river forms, in part, the boundary between the States of Wisconsin and Michigan, to its terminus at Tacoma, on Puget Sound, in the Territory (now State) of Washington, via the valley of the Columbia River, and its branch from a point on said main line across the Cascade Mountains to Puget Sound, and all the lands, tenement and hereditaments acquired or appropriated for the purpose of a right of way for said main line and branch, and all the easements and appurtenances thereto belonging or in any wise appertaining, and all the railways, ways and rights of way, depot grounds, tracks, bridges, viaducts, culverts, fences and other structures, wharves, docks, depots, station houses, engine houses, car houses, freight houses, wood houses, warehouses, machine shops, water tanks, turntables superstructures, erections and fixtures, whether held at the date of the execution of said General Second Mortgage or thereafter acquired for the use of said lines of railroad, or in connection therewith, or the business thereof; also all locomotives, tenders, cars, hand or push cars, and all other rolling stock or equipment, and all

NORTHERN PACIFIC LAND GRANTS

rails, ties fastenings, switches, sidetracks and machinery, tools, implements, fuel, supplies and materials whatsoever, for or in respect of the constructing, operating, maintaining, repairing or replacing said lines of railroad or any part thereof, or necessary or convenient for use for the purposes thereof, whether held and owned at the date of the execution of said General Second Mortgage, or thereafter acquired by said Northern Pacific Railroad Company, together with all the equipments and appurtenances whatsoever thereunto belonging, whether then held or thereafter acquired, and all rights, privileges, immunities and franchises connected with or relating to said lines of railroad, and line or lines of telegraph, or the construction, operation, maintenance, use or enjoyment thereof, then held or thereafter acquired by the said railroad company; and all corporate and other franchises of any nature relating thereto, including the franchises of said railroad company to be a corporation: and all the income, earnings and profits of said Northern Pacific Railroad Company and main line and Cascade Branch; also all the estate, right, title and interest of said Northern Pacific Railroad Company in and to the lease of the St. Paul and Northern Pacific Railway, and in and to the railroad, properties and appurtenances and the terminal and other facilities therein mentioned and described, or intended so to be, which said lease bears date the first day of June, one thousand eight hundred and eighty-three, and is recorded in the office of the Secretary of State of the State of Minnesota; also the undivided one-half of all that part of the St. Paul and Duluth Railroad which extends from its junction with the said main line of railroad of the said Northern Pacific Railroad Company, near Thompson, in the County of Carlton, to Duluth, in the State of Minnesota, with the appurtenances thereto belonging, and all the rights, privileges, easements, property and rights of property thereto belonging, or used or intended to be used in connection therewith or for the purposes thereof; also all and singular the lands, premises and real estate situated and being in the City of St. Paul, in the State of Minnesota, and in the said City of Duluth, which the said Northern Pacific Railroad Company owned at the date of the execution of said General Second Mortgage, or which thereafter is acquired for use in connection with or for the purposes of the said railroads, or any of them, or the business of the said Northern Pacific Railroad Company; and also all and singular all other property and rights of property of every kind and nature of the said Northern Pacific Railroad Company, owned by it at the date of the execution of said General Second Mortgage or thereafter acquired, wherever situated or however held for use in connection with or for the purposes of the said railroads, or any of them, or the business of said Northern Pacific Railroad Company; including all stocks and bonds in other companies owned by the defendant the Northern Pacific Railroad Company at the time of the appointment of Receivers in said sale under the bill of complaint filed by said complainant The Farmers Loan and Trust Company on October 18th, 1893, other than stocks and bonds pledged under the Consolidated Mortgage or otherwise, and all the right. title and interest of said Northern Pacific Railroad Company in such pledged stocks and bonds, subject to the rights of the pledgees thereof.

Together with all and singular the hereditaments and appurtenances thereto belonging or in anywise appertaining.

Excepting, however, any portion of said premises which may have been released from the lien and operation of said General Second Mortgage under the powers reserved thereunder.

Subject, however, as to the portions of the above-described property covered thereby, to the lien of a mortgage or deed of trust, dated the first day of May, 1879. executed by the Northern Pacific Railroad Company to the complainant The Farmers' Loan and Trust Company, as trustee, to secure an issue of forty-year six per cent. sinking fund bonds of said Northern Pacific Railroad Company to the amount of $2.500,000, under which mortgage there were outstanding on January 1st, 1896, bonds to the aggregate amount of $1,815,500 of principal.

Subject, also, as to the portions of the above described property covered thereby, to a certain mortgage or deed of trust, dated the first day of September, 1879, executed by said Northern Pacific Railroad Company to The Farmers' Loan and Trust Company, as trustee, to secure an issue of forty-year six per cent. sinking fund bonds of said railroad company to the amount of $4,500,000, under which mortgage there were outstanding on January 1st, 1896, bonds to the aggregate amount of $357,000 of principal.