^8^ ?%3n5 ^( I. THE vmm L HAS B -OF THE I TO WIKE GEKTBflL QPILROW Wm\- UNIVERSITY OF ILLINOIS LIBRARY AT URBANA- CHAMPAIGN BOOKSTACKS P; This Indenture made in duplicate this twentieth day of August, A. D. 1888, by and between the Portland and Ogdensburg Railway, a corporation existing under and by virtue of the laws of the States of Maine anJ New Hampshire, party of the first part and hereinafter styled the lessor, and the Manie Central Railroad Company, a corporation existing under and by virtue of the laws of the State of Maine, party of the second part and hereinafter styled the lessee, WITNESSETH ;- That, in consideration of the premises and of the rents here- inafter reserved to be paid by the lessee, and of the covenants and agreements hereinafter contained to be performed and fulfilled by the lessee, the said Portland & Ogdensburg Railway does hereby demise and lease to the said Maine Central Railroad Company all the railroad of said lessor located and constructed from the City ot Portland, in the State of Maine, to the western boundary line of the State of New Hampshire, including all the fright, title and interest of the lessor in and to all railroads or parts of railroads between Portland, aforesaid, and Lunenburg, in c* the State of Vermont, constructed or operated by the lessor, and ^ in and to the railroad and bridge lying between the junction with R the Boston, Concord & Montreal Railroad, in Whitefield, in the ^ State of New Hampshire and said Lunenburg, and all rights J possessed by the lessor, by lease or contract, in any and all rail- roads forming any part of the through line from said Portland to Ogdensburg, in the State of New York, with all its rights of way, ."5 side tracks, branches, stations and station grounds, bridges, piers, - J wharves and easements, and all its rolling stock and equipment, {A all its franchises, rights and privileges under its charters and the laws of the States of Maine and New Hampshire, and all its right, title and interest in and to all other property of whatsoever nature and wheresoever situated ; /i^ ^ 774102 To have and to hold the said railroads, property, estate, franchises, rights and privileues and all singular the premises hereby denaised, with all the appurtenances thereof, to said Maine Central Railroad Company, its successors and assigns for and during the full term of nine hundred and ninety nine years from the thirtieth day of August, in the year eighteen hundred and eighty-eight ; Subject to the provisions of all the special acts o£ the Legis- latures of the States of Maine and New Hampshire affecting the rights, privileges, powers and duties of the lessor, and of all the general laws of said States, now in force or hereafter to be enacted ; And subject alco to all liens and incumbrances in any way lawfully existing upon the same ; especially to the mortgage from the Portland and Ogdensburg Railroad Companv dated the first day of November, A. D. 1870 ; the liens, debts and liabili- ties which have been or may be created by Samuel J. Anderson, of said Portland, as Receiver of the property of said Portland and Ogdensburg Railroad Company, or his successor in ofBce ; and to the dues, charges and expenses of the Trustees under said mortgage and under the mortgage from said Portland & Ogdens- burg Railroad Company dated the first day of November, A. D., 1871 ; and any other mortgage on the demised estate. Said lessee yielding and paying rent therefor, for the first three years of said term, at the rate of one per cent, per annum, on the aggregate capital stock of said lessor Company lawfully issued or tx) be issued, and for the remainder of said term at the rate of two per cent, per annum on said stock, payable in quarterly payments (hereinafter termed dividends) on the last days of November, February, May and August of each year, beginning on the last day of November, 1888, at the office of the Treasurer of said Maine Central Railroad Company, as follows: during said first three years, twenty-five cents, quarter-yearly as aforesaid, on each share of said stock, and after said three years and during the re- mainder of all said full term, fifty cents quarter yearly as afore- . 8 said, on each share, to the several holders thereof, on the days when such payments hecoiue due as aforesaid, as shown l)y the books containing the names of the holders of said capital stock ; but if any of said stock shall not have been issued at the time when first payment of rent becomes due, and shall thereafter be legally issued, the holder thereof shall then be entitled to receive the previously accruing dividends thereon, precisely as if said stock had been seasonably issued, and the dividends thereon had not been paid.. This lease is made and accepted upon the following further terms, covenants and agreements, viz : FIRST. The lessee is to maintain and operate, and hereby tor itsell and its successors and assigns, covenants to maintain and operate the railroads, property, rights and privileges hereby demised, in furtherance of the objects contemplated by the charters of the lessor and of said Portland & Ogdensburg Railroad Company in the States in which the same is located and constructed, in pursuance of all the general and special laws of the States afore- said affecting the same, and in such manner as to promote the best public convenience and advantage under said charters and laws during the term of this lease. In o|)erating said railroad the lessee shall, and hereby for itself, its successors and assigns, covenants and agrees that it will, so far as practicable, endeavor to make such connections and such traffic and business arrangements with other systems and roads leading to and frum the West, that the leased premises shall be o{)erated as a part of a system of roads doing a through line business to and from the West, and that it will use all reasonable efforts to give to the City of Portland as favorable terms for such business, as are given to other Atlantic cities. And said lessee sliall, and herchj for it?elf, its successors and assigns, covenants and agrees that it will, freely deliver to, and receive from connecting railroads, passengers and cars, with or without merchandise loaded therein, and shall and will afford all reasonable facilities at its connections with other railroads for such exchange of passengers and cars, and shall, and will deliver passengers and freiglit to, and take the same from connecting railroads without discrimination ; and all facilities and induce"- ments reasonably within its power shall be extended by the lessee, as to the use of the lessor's tracks on reasonable terms, to the Canadian Pacific or any other Railway Company to make the city of Portland a terminus for its through business and freight from the West. SECOND. The lessee further covenants as aforesaid, for itself and its successors and assigns, that it will, at all times during the term of this lease, maintain and keep the said railroad, buildings, superstructures, equipment and other property hereby demised- and such as may be substituted in place of the same," in good- and substantial repair and condition, and will from time to firae make such alterations, improvements and enlargements of said railroad and its appurtenances, and such additions to and renew, als of its buildings, equipment, apparatus and other movable property of every kind, as shall be necessary for the safe, convenient and regular transportation, of passengers, freight and mails, upon all and every part of the line, and from and to all the several stations of said railroad, so as to accomplish effectually the public objects contemplated by the charters and laws aforesaid, and to promote and sustain most beneficially all the reversionary interests of the said Portland and Ogdensburg Railway. THIRD. The said lessee is hereby authorized to sell or otherwise dis- pose of, alter, amend and repair any of the buildings, rails, equipment, apparatus or other movable property, hereby demised, or which may at any time be used or employed in or about said railroad or be appurtenant thereto, so however that in all such cases, and the said lessee hereby covenants as aforesaid that in all such cases, there shall be substituted in place of that which is sold or otherwise disposed of, altered, amended or repaired, other property of the like kind, and equally good or better for the like purposes; and the said lessee is hereby further authorized to cause to be made or constructed any new buildings, tracks, rails, appa- ratus, equipment or other movable property, necessary and bene- ficial to be used for the purposes of said railroad, and to make any and all improvements, alterations and repairs, renewals and enlargements of said railroad, which may be necessary for the greatest efficiency and use of the same, but not so as to divert the same substantially from its present location, nor to impair the most convenient public use of the same : Provided, however, that said lessee may from time to time, with the consent of the lessor's Board of Directors, sell and dispose of property not required for the operation and use of said railroads as herein provided and apply the proceeds for the improvement of the demised property ; and the President of the lessee, for the time being, is made the Attorney of the lessor to execute, jointly with the lessee, in the name of the lessor, all conveyances of property hereby authorized to be conveyed, when such conveyance shall be ordered by vote of the Board of Directors of said lessee. FOURTH. The said lessee further covenants as aforesaid, for itself, its successors and assigns, that it will duly pay the rent herein reserved at the times and in the manner herein provided, and will duly pay all taxes which may lawfully be assessed in any jurisdiction, and for any purpose, upon any and all the corporate property, rights, estate and franchises hereby demised. FIFTH. The said lessee further covenai«ts as aforesaid, tor itself and its successors and assigns, that it will assume, provide for, satisfy and fully discharge all the debts, liabilities and obligations of the said lessor, and all the debts, liabilities and obligations, if any, which may hereafter during the term of this lease by implication of law arise against and be due from said Portland & Ogdens burg Railway, and all mortgages, liens and incumbrances on the demised estate, including the bonds of the Portland & Ogdens- burg Railroad Company, amounting to eight hundred thousand dollars secured by mortgage from said Company, dated the first day of November A. D., 1870, and the coupons thereto annexed as they severally become due ; and all the debts, liabilities and obligations of Samuel J. Anderson, as Receiver as aforesaid, or his successor in office ; and all the debts, liabilities and lawful charges for their services as Trustees, and for legal and other ex- penses incurred by them in the execution of their trust, of Nathan Webb, Weston F. Milliken and Horatio N. Jose, Trus- tees under the mortgage from the Portland & Ogdensburg Rail- road Company, dated the first day of November, A. D. 1871, and all the debts, liabilities and lawful charges as aforesaid of the Trustees under any and all other mortgages on said railroad : and said lessee will save said lessor harmless from all liability whatsoever on all and singular said debts, liabilities and obliga- tions as lully and completely as if they were the proper debts, liabilities and obligations of the lessee. SIXTH. The said lessee further covenants as aforesaid, for itself and its successors and assigns, that it will, from and after the execu- tion of this indenture, assume the defence of all suits, actions. complaints and prosecutions, which may then be pendin