AGREEMENT 
 
 WITH 
 
 NORTHWESTERN ELEVATED RAILROAD 
 COMPANY 
 
 MARCH 31. 1919
 
 Approved by Public Utilities Coniai*ion of Illinois 
 tinder Order Ho. 9104 * dated May 28, 1919.
 
 dated the thirty-first day of March, A. D. 
 1919, by and between CHICAGO NORTH SHORE AND 
 MILWAUKEE RAILROAD, a corporation organized 
 under the laws of the State of Illinois (hereinafter called 
 the ''North Shore Company"), and NORTHWESTERN 
 ELEVATED RAILROAD COMPANY, a corporation 
 organized under the laws of the State of Illinois (here- 
 inafter called the "Elevated Company"), WITNESSETII: 
 
 WHEREAS, the Chicago, Milwaukee and St. Paul Railway 
 Company (hereinafter called the "St. Paul Company"), 
 by Indenture of Lease of even date herewith (a copy of which 
 Indenture is hereto attached as Exhibit "A" and is made, a 
 part hereof), has demised and leased to the North Shore Com- 
 pany for the term commencing May 1, 1919, and ending Jan- 
 uary 8, 1944, the property (hereinafter defined as the "Evans- 
 ton Line") and rights therein described, subject to all the 
 rights and interest of the Elevated Company in said prop- 
 erty under an agreement (referred to in said Lease) between 
 the Elevated Company and the St. Paul Company, dated 
 August 22, 1907, and has assigned and transferred to the 
 North Shore Company all the right, title and interest of the 
 St. Paul Company in and to any and all moneys, rents, profits 
 and benefits, which, during said term, shall accrue and be- 
 come payable under said agreement of August 22, 1907 ; and, 
 
 WHEREAS, in said Indenture of Lease (Exhibit "A") the 
 North Shore Company has agreed that during the term of 
 said lease it will perform (except in so far as such perform- 
 ance shall be waived or dispensed with by the Elevated Com- 
 pany) all of the obligations of the St. Paul Company under 
 said agreement of August 22, 1907 ; and,
 
 WHEREAS, by instrument in writing of even date herewith 
 (a copy of which is hereto attached as Exhibit "B" and 
 is made a part hereof), the Elevated Company has guaran- 
 teed the prompt and full payment by or for the North Shore 
 Company to the St. Paul Company of the rental reserved and 
 the compensation specified in said lease (Exhibit "A"), and 
 the performance by or for the North Shore Company of all 
 its covenants and agreements in said lease contained, at the 
 times and in the manner therein specified; and, 
 
 WHEEEAS, the Elevated Company is the owner and in pos- 
 session of and is operating certain lines of elevated railroad 
 and terminals, known as the "Main Line," and the "North 
 Water Street Terminal," and is the owner of an elevated 
 railroad line called the "Union Loop," which it is oper- 
 ating in common with The Metropolitan West Side Elevated 
 Railway Company, South Side Elevated Railroad Company 
 and the Receiver of the Chicago and Oak Park Elevated Rail- 
 road Company, and is operating in conjunction with said 
 South Side Elevated Railroad Company, as a through route, 
 its cars and trains upon the lines of said South Side 
 Elevated Railroad Company, a portion of which said lines 
 is hereinafter referred to and described as the "South Side 
 Terminal," which Main Line, North Water Street Terminal, 
 Union Loop and South Side Terminal are hereinafter specifi- 
 cally defined; and, 
 
 WHEREAS, the North Shore Company and the Elevated Com- 
 pany desire to enter into an agreement abrogating as be- 
 tween themselves, for the life of said lease (Exhibit "A"), 
 the said agreement of August 22, 1907, and providing 
 for the joint use and operation by the North Shore Com- 
 pany and the Elevated Company of the said Evanston Line, 
 Main Line and North Water Street Terminal; also (with the 
 consent of said other Elevated Railroad Companies and said 
 Receiver, which consent is appended to and made a part of
 
 this agreement) providing for the operation by the North 
 Shore Company of its trains and cars upon the Union Loop, 
 and (with the consent of said South Side Elevated Railroad 
 Company, which consent is appended to and made a part of 
 this agreement) upon the tracks of the South Side Terminal : 
 
 Now, THEREFORE, in consideration of the premises, of the 
 said guaranty set forth in said Exhibit "B" and of the mu- 
 tual and dependent grants, covenants and agreements here- 
 inafter set forth, it is agreed by and between the parties as 
 follows : 
 
 ARTICLE I. 
 
 DEFINITIONS OF TERMS USED IN THIS AGREEMENT. 
 
 "Evanston Line" is that certain railroad and other prop- 
 erty demised and leased to the North Shore Company by the 
 St. Paul Company in and by said lease (Exhibit "A") and ex- 
 tending from the South line of Irving Park Boulevard, in the 
 City of Chicago, to the point of connection of said railroad 
 with the railroad of the North Shore Company at the North 
 line of Laurel Avenue, in the Village of Wilmette. 
 
 "Main Line" is that portion of the railroad of the Elevated 
 Company extending from the point of connection of the tracks 
 of the Elevated Company with the Evanston Line at or near 
 the South line of Broadway, in the City of Chicago, southerly 
 to a point of connection with the Union Loop, in the City of 
 Chicago. 
 
 " North Water Street Terminal" is that portion of the 
 Elevated Company's elevated railroad extending from the 
 point of connection with the Main Line, near Kinzie Street, 
 easterly in North Water Street to Clark Street. 
 
 "Union Loop" is that certain double-track elevated rail- 
 road, owned by the Elevated Company and operated by it 
 and said two other Elevated Railroad Companies and said 
 Receiver, in Lake Street, from Wells Street to Wabash Ave-
 
 nue; in Wabash Avenue, from Lake Street to Van Buren 
 Street; in Van Buren Street, from Wabash Avenue to South 
 Wells Street, and in Wells Street, from Van Buren Street to 
 Lake Street. 
 
 " South Side Terminal" is that portion of the tracks of 
 the said South Side Elevated Railroad Company extending 
 from the point of connection with the Union Loop at Van 
 Buren Street, thence southerly in Wabash Avenue to Harri- 
 son Street, thence westerly to the north-and-south alley be- 
 tween Wabash Avenue and State Street, thence southerly in 
 said alley to and including the switch-back track south of 
 and near Twelfth Street. 
 
 ''Joint Property" shall be taken to mean and include the 
 whole or any portion of the "Evanston Line," "Main Line," 
 "North Water Street Terminal," "Union Loop" and "South 
 Side Terminal." 
 
 ARTICLE II. 
 
 ABROGATION AND WAIVER OF AGREEMENT OF AUGUST 22, 1907, AS 
 BETWEEN THE PARTIES. 
 
 As between themselves, but only for the period during 
 which said lease (Exhibit "A") shall remain in full force 
 and effect, the said agreement of August 22, 1907, is hereby 
 abrogated and made of no effect, and each party hereto hereby 
 waives, during said period, the performance by the other 
 party of such other party's duties and obligations under said 
 agreement. For and during the said period all the rights, 
 duties and obligations of the parties hereto, as between them- 
 selves, concerning the Evanston Line, shall be as fixed and 
 determined by this agreement.
 
 ARTICLE III. 
 
 ELEVATED COMPANY^ COVENANTS CONCERNING NOKTH SHORE COM- 
 PANY *S OBLIGATIONS AS LESSEE IN LEASE FROM THE ST. PAUL 
 COM^NY. 
 
 The Elevated Company covenants and agrees that it will 
 upon demand promptly reimburse the North Shore Company 
 for all the payments to the St. Paul Company that it is obli- 
 gated to make and shall make as Lessee in said Indenture of 
 Lease (Exhibit "A"), and will also seasonably perform, 
 fulfill and carry out for and on behalf of the North Shore 
 Company all the covenants and obligations of the Lessee in 
 said Indenture of Lease (Exhibit "A") which the said Lessee 
 is or may be required to perform, fulfill or carry out. 
 
 AETICLE IV. 
 
 GRANTS BY THE NORTH SHORE COMPANY. 
 
 The North Shore Company hereby grants, assigns and 
 transfers to the Elevated Company all moneys, compensation, 
 rents and profits which shall accrue and become payable to 
 the North Shore Company under said Indenture of Lease 
 (Exhibit "A") after May 1, 1919, and during the life of said 
 Lease. 
 
 The North Shore Company hereby covenants and agrees 
 that there shall be included in the property to be jointly 
 used, enjoyed and operated by the North Shore Company and 
 the Elevated Company under the provisions of this agree- 
 ment the tracks, rails, ties, poles, wires, cables, high tension 
 lines, buildings (except its buildings at Church Street and at 
 University Place) and appurtenances owned by the North 
 Shore Company and situated in the City of Evanston and in 
 the Village of Wilmette, south of the north line of Laurel 
 Avenue, in said Village. The rents, issues and profits of said
 
 6 
 
 property, if any, accruing or to accrue during said term, shall 
 belong to the Elevated Company. The Elevated Company 
 agrees to keep and maintain said tracks, rails, ties, poles, 
 wires, cables, high tension lines, buildings (except the North 
 Shore Company's buildings at Church Street and at Uni- 
 versity Place) and appurtenances in good operating order 
 and repair during said term, and to pay all taxes and assess- 
 ments levied or assessed against said property. 
 
 If at any time, or from time to time, it shall be necessary, 
 because of track elevation or otherwise, the Elevated Com- 
 pany may move, or place underground in conduits, all or any 
 portion of said poles, wires, cables and high tension lines, and 
 the cost of the same, as to such portions of said poles, wires, 
 cables and high tension lines as are south of Isabella Street, 
 in the City of Evanston, shall be borne and paid by the North 
 Shore Company and the Elevated Company in the proportion 
 of the use thereof then made by the respective Companies. 
 
 ARTICLE V. 
 
 PROVISIONS FOR JOINT AND COMMON USE AND OPERATION OF 
 
 PROPERTY. 
 
 (a) The Elevated Company and the North Shore Com- 
 pany covenant and agree that they may, shall and will, for 
 the term commencing May 1, 1919, and continuing 
 during the life of said Lease, jointly use, enjoy and 
 operate the tracks, stations, platforms and other facil- 
 ities of said Evanston Line, Main Line and North 
 Water Street Terminal, and the North Shore Com- 
 pany (with and subject to the terms of the consent of the 
 said The Metropolitan West Side Elevated Railway Company, 
 the South Side Elevated Railroad Company and the said 
 Receiver of the Chicago and Oak Park Elevated Railroad 
 Company) may, and shall have the right to, operate its trains 
 and cars upon the Union Loop, and (with and subject to the
 
 terms of the consent of the said South Side Elevated Railroad 
 Company) upon and over the South Side Terminal, all in the 
 manner and to the extent and upon the payments, terms and 
 conditions, and subject to the limitations, agreements and 
 stipulations in this agreement set forth. 
 
 (b) The Elevated Company shall have the right to all the 
 use, enjoyment and operation of the Evanston Line, and re- 
 serves to itself all the use, enjoyment and operation of the 
 Main Line and North Water Street Terminal, and shall have 
 sole power and authority to make all leases, grants and con- 
 tracts respecting the same, or any part thereof, and to oper- 
 ate and manage the same and all portions thereof, subject to 
 the rights and privileges of the North Shore Company on and 
 in said Evanston Line, Main Line and North Water Street 
 Terminal under this agreement. 
 
 (c) Subject to the provisions of this agreement, the North 
 Shore Company shall have, use and enjoy the following rights 
 and privileges in and upon the joint property: 
 
 (1) The right to use in common with the Elevated Com- 
 pany the tracks of the Evanston Line, Main Line 
 and North Water Street Terminal; and the right to 
 use, in common with the Elevated Company, the said The 
 Metropolitan West Side Elevated Railway Company, the 
 South Side Elevated Railroad Company and said Receiver 
 of the Chicago and Oak Park Elevated Railroad Company, 
 the tracks of the Union Loop ; and the right to use in common 
 with the Elevated Company and the said South Side Elevated 
 Railroad Company, the tracks of the South Side Terminal, all 
 for the carriage by the North Shore Company of 
 its passengers, their hand-baggage, and the mails, and for 
 such other carriage as in this agreement is provided for, 
 it being expressly agreed that the Elevated Company shall not 
 itself during said term engage in any other than the carriage 
 of passengers, and their hand-baggage, newspapers and the
 
 8 
 
 mails upon said Evanston Line and Main Line (and the per- 
 formance of switching service to the St. Paul Company on 
 said Evanston Line) unless compelled thereto by law or by 
 the order of competent authority. 
 
 (2) The right to use the platform, station and other facil- 
 ities on or adjacent to said tracks, at the station locations 
 hereinafter mentioned as the stopping places of the North 
 Shore Company's passenger cars and trains, but the Elevated 
 Company shall at no time be obligated to furnish 
 at any place or point for the use of the North 
 Shore Company any facilities or structures other than 
 those it shall at any time have, use or employ for 
 its own purposes. The North Shore Company shall have 
 the right, subject to the consent of the proper municipal or 
 other governmental authority, at its own expense, to construct 
 and maintain additional facilities for its use at said station 
 locations, but the plans therefor shall first be submitted to 
 and approved by the Chief Engineer of the Elevated Com- 
 pany. 
 
 (3) The right to the exclusive use of the spur 
 tracks, track facilities, premises, buildings and prop- 
 erty lying easterly and westerly of the two main 
 tracks of the Evanston Line, between the south line 
 of Emerson Street and the north line of Church Street, 
 in the City of Evanston, all as shown on plat hereto attached 
 as Exhibit "C" and made a part hereof; but the Elevated 
 Company reserves the right to make such use of said tracks, 
 facilities, premises, buildings and property, westerly of said 
 main tracks, as may be necessary in order to enable it to per- 
 form the freight and switching service for the St. Paul Com- 
 pany in said lease Exhibit "A" provided for; and it also 
 reserves the right to construct and maintain a third main 
 track easterly of said two main tracks. The North Shore 
 Company shall, and it agrees that it will at its own cost and 
 expense, maintain its Church Street Station and the buildings
 
 9 
 
 in this paragraph (3) mentioned, and will at its own cost 
 and expense, construct any and all additional track connec- 
 tions between said premises and the main tracks of said 
 Evanston Line. 
 
 (4) The right to the exclusive use of two circuits of tele- 
 phone wires from Laurel Avenue, in the Village of Wilmette, 
 to Wilson Avenue, in the City of Chicago, and the right to 
 connect the said circuits with the circuits now or hereafter 
 used by the North Shore Company between said Laurel Ave- 
 nue and the City of Highwood, or any other point on its lines, 
 in the County of Lake and State of Illinois. The North 
 Shore Company shall also have the right to the ex- 
 clusive use of two circuits of telephone wires from Wilson 
 Avenue to any downtown terminal station of the Elevated 
 Company, in the City of Chicago, used by the North Shore 
 Company, and the right to connect said circuits with the said 
 telephone circuits extending north of Wilson Avenue. All of 
 said circuits of telephone wires, south of Laurel Avenue, shall 
 be maintained by and at the expense of the Elevated Com- 
 pany. 
 
 (5) The right to use the high tension wires, insulators and 
 appurtenances on the high tension pole line located along the 
 westerly side of the Evanston Line, from Clark Street, in 
 the City of Evanston, north to a point at or near the inter- 
 section of the Evanston Line with Isabella Street. 
 
 (6) The right to use as much space upon the tracks in 
 said North Water Street Terminal of the Elevated Company 
 as may reasonably be required for the care, operation and 
 storage at all times of the day and night of not to exceed six 
 (6) cars at any one time, and the right to use as much space 
 upon a sidetrack outside of the platform tracks of said North 
 Water Street Terminal as may reasonably be required for 
 the care, operation and storage, at all times of the day and 
 night, of not to exceed three (3) cars at any one time upon 
 said sidetrack.
 
 10 
 
 (7) The right to store, between the hours of 7 A. M. and 
 6:30 P. M., twenty (20) cars in each of the yards of the Ele- 
 vated Company at Wilson Avenue and Howard Street, in 
 the City of Chicago, and Linden Avenue, in Wilmette. At 
 all other hours the North Shore Company shall have the right 
 to store six (6) cars in each of said yards. 
 
 (8) The right to operate its cars south of Argyle Street 
 over the freight tracks leased from the St. Paul Company 
 under Exhibit "A" as far south as Irving Park Boulevard; 
 provided, however, such operation shall not unreasonably in- 
 terfere with the performance by the Elevated Company of 
 freight and switching service for the St. Paul Company. 
 
 (9) The right to construct a passenger terminal on the 
 right of way leased from the St. Paul Company under Ex- 
 hibit "A" between the present freight track, located on the 
 westerly side of said right of way, and the westerly right 
 of way line of the Elevated Company, and between a point 
 sixty (60) feet south of the south line of Wilson Avenue, 
 in the City of Chicago, and a point not more than seven 
 hundred (700) feet south of and distant from said last men- 
 tioned point. An adequate passageway over the sixty feet 
 south of and abutting Wilson Avenue and west of the Ele- 
 vated Company's westerly right of way line shall be provided 
 and may be used for the accommodation of the North Shore 
 Company's passengers using such passenger terminal, until 
 such time as a building shall be erected upon said sixty (60) 
 feet, in which event provision shall be made for passage 
 through such building for said passengers to and from the 
 said terminal from and to Wilson Avenue. An adequate' 
 passageway shall be provided and may be used for the ac- 
 commodation of the North Shore Company's passengers for 
 passage to and from said Terminal from and to the Elevated 
 Company's Wilson Avenue station.
 
 11 
 
 For the rights in this paragraph (9) granted, the North 
 Shore Company shall pay to the Elevated Company during 
 the term of this lease the sum of fifteen hundred dollars 
 ($1500) per annum, in equal monthly installments. The in- 
 stallment for each month shall be due and payable on or be- 
 fore the 30th day of the next succeeding calendar month. 
 
 It is understood and agreed that the Elevated Company 
 reserves and shall have the right to construct an inclined 
 track from the freight track on the right of way, south of 
 Wilson Avenue, leased from the St. Paul Company under 
 Exhibit "A," to the surface of the ground, with a connection 
 with the present tracks of the Elevated Company in its lower 
 Wilson Avenue yard, and shall have the right to transport 
 over said inclined track and connections supplies and ma- 
 terials to said yard without track rental. 
 
 (10) The right to construct a merchandise terminal on the 
 right of way leased from the St. Paul Company under Exhibit 
 U A" and under the elevated structure of the Elevated Com- 
 pany between Irving Park Boulevard and Montrose Avenue. 
 Said terminal shall be located between the freight tracks on 
 said leased right of way and the east right of way line of the 
 Elevated Company. 
 
 For the rights in this paragraph (10) granted, the North 
 Shore Company shall pay to the Elevated Company during 
 the term of this lease the sum of fifteen hundred dollars 
 ($1500) per annum, in equal monthly installments. The in^ 
 stallmont for each month shall be due and payable on or 
 before the 30th day of the next succeeding calendar month. 
 
 ' (11) The right, at its option, to connect its railroad with 
 the Evanston Line at some new point in the Village of Wil- 
 mette or in the City of Evanston; but the exercise by the 
 North Shore Company of this option shall not preclude the 
 North Shore Company from also operating its cars and trains 
 over that portion of the Evanston Line extending from the
 
 point of connection at Laurel Avenue to said new point of 
 connection. 
 
 (12) The right to operate its cars and trains upon and 
 over the South Side Terminal to and into the switch-back 
 track south of and near Twelfth Street (which switch-back 
 track shall be at least seven hundred and fifty feet long in the 
 clear), and the right to lay up said cars and trains on said 
 switch-back track. All expense of installing and fitting said 
 switch-back track and connections for use of the North Shore 
 Company shall be borne and paid by that Company. 
 
 The North Shore Company shall not have the right to re- 
 ceive or discharge passengers at any station or platform ov 
 place upon the South Side Terminal, except that it may make 
 such temporary station stops as may from time to time be 
 permitted in writing by the Elevated Company and the said 
 South Side Elevated Eailroad Company. 
 
 (13) Subject to such permission, if any, as may be lawfully 
 required from any municipal or other governmental author- 
 ity, the North Shore Company may receive and discharge 
 merchandise by despatch service, express matter, newspapers, 
 mails, packages, milk and produce (a) on the premises to be 
 used by the North Shore Company as provided in Subdivision 
 (3) of pargaraph (c) of Article V hereof, (b) at the terminal 
 which it may construct near Irving Park Boulevard, as in this 
 Article provided; (c) upon the Elevated Company's property 
 adjacent to said Main Line between North Avenue and Schiller 
 Street, and between Orleans Street and North Park 
 Avenue; (d) at the station at Chicago Avenue (subject to the 
 risk of having to remove from the location or having to make, 
 at its own expense, structural changes which may be made 
 necessary because of future improvements or changes in 
 transportation in the City of Chicago) ; (e) upon the North 
 Water Street Terminal, and at such other convenient points 
 or stations upon the Evanston Line and Main Line as will 
 interfere as little as possible with the operation of passenger
 
 13 
 
 trains of the Elevated Company and the North Shore Com- 
 pany. Subject to such permission, the North Shore Company 
 may at its own expense (unless such expense shall be by 
 agreement apportioned between the parties) construct and 
 maintain all necessary buildings, structures and track con- 
 nections for the doing of the things in this paragraph (13) 
 mentioned; and the North Shore Company shall pay to the 
 Elevated Company as rental for any land of the Elevated 
 Company on or adjacent to the Main Line used exclusively 
 for said purposes (except for the Terminal at Irving Park 
 Boulevard) an annual sum equivalent to eight (8%) per 
 centum upon the fair cash market value of the land so used 
 or occupied. If the parties can not agree as to what such 
 market value is, the question shall be submitted to arbitra- 
 tion under the arbitration clauses of this agreement. 
 
 ARTICLE VI. 
 
 TRAIN SERVICE AND OPERATION. 
 
 (a) Covenant by North Shore Company to Perform Service. 
 
 The North Shore Company shall and it hereby agrees 
 that it will on or about May 1, 1919, commence (and will 
 thereafter for the term of this agreement continue) the oper- 
 ation, as in this agreement provided, over the Evanston Line 
 (or that portion of the Evanston Line lying south of the point 
 of connection of said line with the tracks of the North Shore 
 Company) and the Main Line into the North Water Street 
 Terminal, or to and upon the Union Loop, or to the South Side 
 Terminal switch-back at Twelfth Street, such of its cars 
 and trains as may be necessary or advisable for the carriage 
 of its passengers originating on its lines north of said Laurel 
 avenue and destined to points on said Evanston Line or 
 Main Line, or originating at any point on said Main Line or 
 Evanston Line and destined to any point on the lines of the
 
 14 
 
 North Shore Company north of said Laurel avenue ; provided, 
 the North Shore Company shall not operate more than six 
 trains per hour in each direction past Kinzie Street station 
 on the Main Line. 
 
 The term "Main Line" as used in this subdivision (a) of 
 this Article VI shall be held to include also the North Water 
 Street Terminal and the Union Loop. 
 
 (b) North Shore Service to Church Street and to Wilson 
 Avenue. 
 
 The North Shore Company shall have the right to operate 
 as many of its cars and trains south to its terminal at Church 
 Street, in the City of Evanston, and return, as it may desire, 
 and shall also have the right to operate as many of its cars 
 and trains south to Wilson Avenue station, in the City of Chi- 
 cago, and return, as the facilities provided at that station 
 will permit, if and when such operation to Wilson Avenue 
 station shall not unreasonably interfere with the Elevated 
 Company's traffic at that point; provided, such operation to 
 Church Street and to Wilson Avenue shall in no way relieve 
 the North Shore Company from its obligation to operate over 
 said Evanston Line and said Main Line, as in paragraph (a) 
 in this Article VI provided. 
 
 (c) Rules and Regulations Governing Operation. 
 
 The Elevated Company may from time to time adopt and 
 impose reasonable rules, orders and regulations for the oper- 
 ation of all cars and trains upon or over the joint property 
 and to govern the performance of the duties of all employees 
 employed in any work upon or in connection with the joint 
 property. The operation of all cars and trains over the 
 tracks of the joint property shall be subject to and shall com- 
 ply with the dispatching, supervision, orders, rules and regu- 
 lations of the Elevated Company. The Elevated Company 
 shall have the right to exclude from said tracks and property
 
 15 
 
 and from employment on any cars or trains while operating 
 thereon, any employee of the North Shore Company who shall 
 be guilty of any infraction of the orders, rules or regulations 
 of the Elevated Company pertaining to such operation or to 
 the performance of such duties. 
 
 The cars and trains of the North Shore Company while on 
 said Evanston Line and Main Line shall be entitled to the 
 use of express tracks whenever available, and shall be en- 
 titled to such priority in schedule or service over the trains 
 of the Elevated Company as is usually accorded express 
 trains over local trains. Where passing tracks are or may 
 be available the North Shore Company may use them. 
 
 (d) No Local Service; Station Stops. 
 
 The North Shore Company shall not and it agrees that it 
 will not perform any local passenger service upon the tracks 
 of the joint property, but for the purpose of discharging 
 passengers coming from or receiving passengers destined to 
 points on the North Shore Company's lines north of the 
 north line of said Laurel Avenue, it may stop its passenger 
 trains at the following stations : Central Street, Noyes Street, 
 Foster Street and Church Street (at platforms to be con- 
 structed by the North Shore Company) on said Evanston 
 Line; Wilson Avenue and Belmont Avenue on said Main 
 Line; the station at the North Water Street Terminal; 
 the Union Loop Stations at Randolph and Wells 
 Streets, Madison and Wells Streets, La Salle and Van 
 Buren Streets, Dearborn and Van Buren Streets, Wabash 
 Avenue and Adams Street, and Wabash Avenue and Ran- 
 dolph Street; provided, that no stops shall be made by the 
 North Shore Company's cars or trains at said Noyes Street 
 Station and Poster Street Station during and after the ele- 
 vation of the tracks north of Church Street or Davis Street, 
 in the City of Evanston.
 
 16 
 
 ARTICLE VII. 
 
 OBLIGATIONS OF THE ELEVATED COMPANY. 
 
 The Elevated Company covenants and agrees as follows : 
 
 (a) That it will, except as in this agreement otherwise pro- 
 vided, keep and maintain all the tracks, platforms, stations, 
 and their appurtenances and appliances, at all times in good 
 order, operating condition and repair for the use and opera- 
 tion by the North Shore Company as herein provided. 
 
 (b) That it will furnish to the North Shore Company all 
 the electric power necessary to heat, light and operate the 
 cars and trains of the North Shore Company while upon the 
 tracks of the joint property; provided, that if at any time 
 by accident, breakdown, emergency, or other circumstances, 
 the facilities of the Elevated Company for supplying such 
 electric power shall be temporarily restricted, and in conse- 
 quence thereof the Elevated Company cannot furnish such 
 power to meet the needs of the Elevated Company and the 
 North Shore Company, then the Elevated Company and the 
 North Shore Company shall each have a fair and just pro 
 rata share of all the available power; and provided, further, 
 the Elevated Company shall not be held responsible to the 
 North Shore Company for temporary interruptions in deliv- 
 ery of power due to failures at the source or in transmission. 
 
 (c) That it will light all stations, platforms and buildings, 
 upon the joint property, used by the North Shore Company, 
 and will keep all of such stations (except the North Shore 
 Company's station at Church Street) heated and in a clean, 
 wholesome and usable condition; but the Elevated Company 
 shall not be obligated to light, heat or maintain any building 
 used exclusively by the North Shore Company. The use of 
 all such stations, platforms and buildings by the North Shore 
 Company and its passengers and employees shall be subject
 
 17 
 
 at all times to the reasonable rules, orders and regulations 
 of the Elevated Company. 
 
 (d) That it will not voluntarily enter into any agreement 
 for the operation over the Evanston Line or the Main Line 
 of the cars and trains of any other company or corporation 
 whose railroad lines may be located within two miles on 
 either side of the line (in Illinois) of the North Shore Com- 
 pany, or any extension thereof in case such extension is built 
 prior to the location or construction of the railroad line or 
 lines of such other company or corporation. 
 
 ARTICLE VIII. 
 
 COMPENSATION TO ELEVATED COMPANY FROM THE NORTH SHORE 
 
 COMPANY. 
 
 In addition to the other payments to be made by the North 
 Shore Company to the Elevated Company under the provi- 
 sions of any other Article hereof, the North Shore Company, 
 as compensation for the undertakings of the Elevated Com- 
 pany in this agreement specified, and for the rights and privi- 
 leges herein provided for the North Shore Company, shall 
 make payments as hereinafter in this Article provided, viz. : 
 
 (a) Monthly Payments for Passenger Car Operation. 
 
 1. The passenger operating revenue of the North Shore 
 Company from the joint property as determined under para- 
 graph 2 of this Subdivision (a), less the passenger operating 
 expenses due to the operation of that Company's passenger 
 cars on the joint property as determined under paragraph 3 
 of this Subdivision (a) shall, within the meaning of this para- 
 graph, be deemed the North Shore Company's ''net operating 
 revenue" from the joint property. For each calendar month 
 during the life of this agreement the North Shore Company 
 shall pay to the Elevated Company a sum ascertained by tak- 
 ing 55 per cent, of the North Shore Company's net operating
 
 18 , 
 
 revenue from the joint property for such month and adding 
 thereto an amount determined by multiplying the revenue 
 passenger car miles, as defined in the Interstate Commerce 
 Commission's Uniform System of Accounts for Electric Rail- 
 ways, effective July 1, 1914, made by the North Shore Com- 
 pany's own. cars on the joint property during such month 
 by the sum of the unit costs determined in Subdivisions (aa), 
 (bb) and (cc) of said paragraph 3. 
 
 2. To determine the passenger operating revenue of the 
 North Shore Company from the joint property, multiply the 
 number of revenue passenger car miles made by the North 
 Shore Company's passenger cars on the joint property by 
 the average gross passenger revenue per car mile on its entire 
 railroad system, including the joint property. 
 
 3. To determine the passenger operating expenses due to 
 the operation of the North Shore Company's passenger cars 
 and trains on the joint property, multiply the number of reve- 
 nue passenger car miles made by the North Shore Company's 
 passenger cars on the joint property by the sum of the follow- 
 ing unit costs per car mile : 
 
 (aa) Cost of maintenance and depreciation of way and 
 structures on the Elevated Company's entire system, in- 
 cluding the joint property, divided by the total car miles 
 operated over such way and structures by the Elevated 
 Company (including the St. Paul Company's freight 
 cars), the North Shore Company and any other com- 
 pany. 
 
 (bb) Cost of power to the Elevated Company for all 
 its purposes, divided by the total car miles electrically 
 operated by the power included in such cost on its entire 
 system (including the joint property, except the South 
 ' Side Terminal). This cost may be corrected by test to 
 determine actual unit cost per North Shore passenger 
 car mile on the joint property, and the actual cost where 
 so determined by test shall be used. 
 
 (cc) Any other direct operating expense incurred by 
 the Elevated Company by reason of the operation of the 
 North Shore Comr>anv's passenger cars upon the joint
 
 19 
 
 property, divided by the number of car miles made by 
 such cars on the joint property. 
 
 (dd) Cost of maintenance and depreciation of pas- 
 senger equipment properly chargeable to the operating 
 expenses of the North Shore Company, divided by the 
 total car miles operated on that Company's entire system 
 (including the joint property) by such equipment. 
 
 (ee) Cost of conducting passenger transportation of 
 the North Shore Company on the joint property charge- 
 able to said I. C. C. 's accounts 64, 66, 68, 69, 73 and 78, 
 divided by the revenue passenger car miles operated by 
 the North Shore Company's cars on the joint property. 
 
 (ff) Cost of conducting passenger transportation of 
 the North Shore Company on its entire system (including 
 the joint property) properly chargeable to said I. C. C.'s 
 accounts 67, 70 and 71, divided by the passenger car miles 
 operated on its system and the joint property. 
 
 (gg) Any other direct passenger operating expense of 
 the North Shore Company on the joint property incurred 
 by the North Shore Company by reason of the operation 
 of its cars on the joint property, divided by the revenue 
 passenger car miles operated by such cars on the joint 
 property. 
 
 (b) Monthly Payments for Other Car Operation. 
 
 The North Shore Company shall pay to the Elevated Com- 
 pany for each calendar month during the life of this agree- 
 ment for the operation of its express and merchandise des- 
 patch cars on the joint property, a monthly rental ascertained 
 by multiplying the revenue car miles made by said cars on the 
 joint property during such month by the current passenger 
 car mile rate ascertained by dividing the rental provided 
 under paragraph 1 of Subdivision (a) of this Article by the 
 total passenger car miles operated by the North Shore Com- 
 pany on the joint property. 
 
 (c) Minimum Payments per Car Mile. 
 
 The total minimum payment under the foregoing provi- 
 sions of this Article for each year of the life of this agree- 
 ment shall not be less than fifteen cents for each revenue car
 
 20 
 
 mile operated by the North Shore Company's cars on the joint 
 property during such year. If at the end of any such year it 
 shall appear that any sum is due from the North Shore Com- 
 pany to the Elevated Company under the provisions of this 
 Subdivision (c) such sum shall be paid by the North Shore 
 Company to the Elevated Company within thirty days after 
 the expiration of such year. 
 
 (d) Payment of Minimum Annual Sum. 
 
 The North Shore Company agrees and guarantees that 
 the aggregate payments under the foregoing provisions 
 of this Article for each year that this agreement shall 
 remain in force shall not be less than the sum of Forty Thou- 
 sand (|40,000) Dollars. If in any such year the aggregate of 
 such payments shall be less than said sum, the difference 
 shall be paid by the North Shore Company to the Elevated 
 Company within thirty (30) days after the expiration of such 
 year. 
 
 (e) Table of Distances. 
 
 The following is the table of distances upon which car mile- 
 age upon the joint property is to be computed: 
 
 From the North Line of Laurel Avenue to: 
 
 Feet. Miles. 
 
 (1) The south end of Church Street track . 9,085.91 1.7208 
 
 (2) Entrance to .Howard Street yard. . . . 20,004.52 3.7887 
 
 (3) North end of Wilson Avenue station. . 41,199.9 7.8026 
 
 (4) South end of Wilson Avenue station. 41,462.2 7.8523 
 
 (5) End of track in North Water Street 
 
 Terminal 74,718.35 14.1509 
 
 (6) To and around Union Loop to north 
 
 line of Laurel Avenue 160,485.4 30.3919 
 
 (7) To and including the switch-back 
 
 track at Twelfth Street on the 
 South Side Terminal to north 
 
 line of Laurel Avenue, 168,238.25 31.8631 
 
 The distance from Union Loop to and 
 including the switch-back track at 
 Twelfth Street on the South Side 
 Terminal is 3,854.92 .7301
 
 21 
 
 (f) Monthly Settlements. 
 
 The Elevated Company shall on or before the 20th day of 
 each and every calendar month, furnish to the North Shore 
 Company the information called for in Subdivisions (aa), 
 (bb) and (cc) of paragraph 3 of Subdivision (a) of this 
 Article, for the preceding calendar month. Following the 
 receipt of such information, and on or before the 25th day 
 of the same month, a statement of the amount due 
 for such preceding calendar month from the North Shore Com- 
 pany to the Elevated Company, ascertained as in this Article 
 prescribed, shall be rendered by the North Shore Company to 
 the Elevated Company, and the amount shown by said state- 
 ment to be so due shall be paid by the North 
 Shore Company to the Elevated Company on or be- 
 fore the 30th day of the month in which such statement is 
 made. Unless within a period of two years from and 
 after the acceptance by the Elevated Company of any such 
 payment the Elevated Company shall, in writing, question 
 the correctness of the amount of the payment or of the state- 
 ment upon which the payment was made, the correctness of 
 such amount and statement shall, after the expiration of such 
 period, be conclusively presumed. Each party hereto shall 
 have access at all reasonable hours to the books of account 
 and papers of the other party for the purpose of ascertaining 
 the correctness of any statement rendered, or for determining 
 any amount due, paid or payable hereunder. 
 
 (g) Car License Fees. 
 
 The North Shore Company shall and it agrees that it will 
 promptly pay and discharge all car license fees imposed 
 on cars owned or operated by the North Shore Company over 
 the joint property, notwithstanding the fact that as to such 
 cars such car license fees may by ordinance or ordinances be 
 imposed upon the Elevated Company, and the North Shore 
 Company shall save the Elevated Company harmless from 
 the payment of all such car license fees. Payments hereunder
 
 22 
 
 shall not be included in operating expenses of the North 
 Shore Company in ascertaining the compensation to be paid, 
 under this Article. 
 
 (h) Impositions on Carriage of Certain Traffic. 
 
 The North Shore Company shall and it covenants and 
 agrees that it will promptly pay and discharge all license fees, 
 taxes or impositions charged or imposed by any lawful au- 
 thority for the carriage by the North Shore Company of mer- 
 chandise by despatch service, baggage, mail and express, 
 newspapers or milk over said joint property, and shall save 
 harmless the Elevated Company therefrom, whether or not 
 such charges, taxes and impositions may by ordinance, or 
 otherwise, be charged or imposed upon the Elevated Com- 
 pany. 
 
 ARTICLE IX. 
 
 LIABILITY, DAMAGE, INJURY AND DEFENSE CLAUSES. 
 
 The parties to this agreement hereby covenant and agree 
 with each other as follows, viz : 
 
 (a) Collisions. 
 
 In case of a collision between the locomotives, cars 
 or trains of the parties to this agreement, upon the 
 joint property or in storage yards, the party to this 
 agreement whose employees are alone at fault shall 
 be solely responsible for and shall settle and pay 
 the entire loss and damage (including costs and ex- 
 penses incidental thereto) and save the other party harmless 
 therefrom; if any such collision shall be caused by the fault 
 of the employees of both parties to this agreement, or if the 
 fault causing such collision cannot be determined, then each 
 of said parties shall bear and pay for the loss, damage and 
 injury (including the costs and expenses incidental thereto) 
 which its own property or property in its custody may have
 
 23 
 
 sustained, or its employees or passengers may have suffered 
 in consequence thereof, and shall hold the other party harm- 
 less therefrom. 
 
 (b) Special Structures. 
 
 If any special facilities or structures are or shall be main- 
 tained upon or adjacent to any tracks included in this agree- 
 ment because of the operation thereover of the North Shore 
 Company's cars, or for the sole accommodation or use of the 
 North Shore Company, and the hazard of accidents is thereby 
 increased, the North Shore Company shall and it hereby 
 agrees that it will save, indemnify and keep harmless the Ele- 
 vated Company from any and all loss, cost, damage or ex- 
 pense to persons or property, including property of the Ele- 
 vated Company, arising from the maintenance or use of such 
 facilities or structures. 
 
 (c) Structural Defects. 
 
 The North Shore Company shall not by reason of any de- 
 fect in the roadway, tracks, stations, platforms, structures, 
 appurtenances or appliances, used by it as in this agreement 
 provided, or by reason of any defect in the roadway, tracks, 
 stations, platforms or structures of the Elevated Company 
 contiguous thereto, have or make against the Elevated Com- 
 pany any claim or demand for loss, damage or injury caused 
 by such defects. 
 
 (d) Assumption of Risk. 
 
 Each party hereto (except as otherwise specified in this 
 agreement) shall and does hereby assume the risk of and will 
 indemnify and save harmless the other party from and against 
 all loss, damage and injury (including all costs and expenses 
 incidental thereto) which may in any manner arise in or 
 upon any track, structure or premises, the use of which is 
 herein provided for, whether to its own property or to the 
 property in its custody, or to its passengers or employees, or 
 to any other person, or which may result in the death of any
 
 24 
 
 person, caused by, attributable to or in connection with the 
 movement or operation of any of its locomotives, cars or trains 
 as fully in all respects as if it were in exclusive use and con- 
 trol of such tracks, structures and premises at the time such 
 loss, damage, injury or death occurred. 
 
 The word "damage," as used in this Article, shall include, 
 also, any compensation allowed by any State or Federal stat- 
 ute governing compensation to employees suffering injury or 
 death during the course of their employment. 
 
 (e) Intervention in Suits. 
 
 Either party to this agreement may intervene and use the 
 name of the other party, or assist in prosecuting and defend- 
 ing, or may prosecute and defend in any action or proceeding 
 which might or could have the effect of preventing the carry- 
 ing out of this agreement, or the performance of any of its 
 terms and conditions; but no party to this agreement shall 
 have the right to interfere with any suit or proceeding insti- 
 tuted against the other party, or to use the name of such 
 other party, when such suit or proceeding shall involve the 
 rate of fare to be charged by such other party, the issuance 
 of transfers, or property rights or franchise rights. 
 
 (f ) Notice of Suits. 
 
 If any claims are made or suits are brought against either 
 party to this agreement for any loss, damage or expense aris- 
 ing out of any matter embraced in this agreement, the party 
 so sued shall give to the other party written notice of such 
 suit or action, and such other party shall have the right to 
 appear in any such suit or action and resist and defend the 
 same. Such appearance in any such suit by either of the 
 parties to this agreement shall in no way or manner affect the 
 rights of the parties as between themselves or otherwise, but 
 the respective rights of the parties shall be determined by the 
 provisions of this agreement.
 
 25 
 
 ARTICLE X. 
 
 TERMINATION OF PRIVILEGES FOR DEFAULT. 
 
 If the North Shore Company shall make default in any of 
 its payments or in the performance of any of its covenants 
 in this agreement provided for or set forth, and such default 
 shall continue for the period of ninety (90) days from the 
 receipt of written notice thereof from the Elevated Company, 
 the Elevated Company may exclude the North Shore Com- 
 pany from the enjoyment of any or all of its privileges here- 
 under, and from the use of the joint property, for such 
 period after the expiration of the said ninety (90) days as 
 such default shall continue. The right to exclude herein 
 provided for shall be a cumulative remedy and shall not pre- 
 clude the Elevated Company from suing for breach of con- 
 tract, or from pursuing any other legal or equitable remedy 
 applicable under any particular circumstances. 
 
 ARTICLE XL 
 
 ARBITRATION. 
 
 It is mutually understood and agreed by and between 
 the parties hereto that if any question shall at any time arise 
 concerning the construction of any part of this agreement, or 
 of any right or duty of either party hereunder, upon which 
 question the parties hereto cannot agree, such question shall 
 be submitted to the arbitrament of three disinterested per- 
 sons, experienced in railway business, to be chosen, one by 
 each party hereto, and the third by the two so cliosen; that 
 the party desiring such arbitration shall select its arbitrator, 
 giving written notice thereof to the other party, in such notice
 
 26 
 
 stating precisely the matter or matters which it proposes 
 to bring before the arbitrators, and only matters so stated 
 shall be by them considered or decided; that if the party so 
 notified shall for ten days thereafter fail to notify the other 
 party of the name of an arbitrator by it chosen, the arbitrator 
 named by the party so requiring arbitration may and shall 
 name and appoint an arbitrator on behalf of the party so in 
 default, and the arbitrator named and appointed as 
 lastly provided shall have the same power and authority as 
 if named and appointed by the party so failing to appoint. 
 If the two arbitrators chosen in any manner aforesaid, shall 
 be unable to agree upon the third arbitrator, such third 
 arbitrator may be appointed by any person sitting as Judge 
 of the District Court of the United States for the District in 
 which Cook County, Illinois, may then be located, and resid- 
 ing in said district, upon application by either or both of 
 such arbitrators to any such Judge, of which application ten 
 (10) days' notice in writing to the parties hereto shall be 
 given by said arbitrator or arbitrators. The arbitrators duly 
 chosen in any manner aforesaid shall immediately proceed to 
 hear and determine all matters in the written notice specified, 
 and so submitted to them, after giving to each party hereto 
 not less than five days' notice of the time and place of meet- 
 ing; and shall, at the time and place appointed, summarily 
 proceed to hear and decide the matters so specified, unless in 
 their judgment the hearing should be adjourned to a later 
 day or days, of which adjournment like notice shall be given, 
 unless such notice be waived in writing by both parties here- 
 to, in which case the hearing may proceed at an earlier date. 
 The determination of such arbitrators, or of a majority of 
 them, as to any matters so submitted to them, shall be made 
 in writing and shall be final and conclusive, and the parties 
 hereto shall and will abide by such determination and per- 
 form the requirements and conditions thereof as if the same
 
 27 
 
 were made a part of this agreement. But it is expressly 
 agreed that no controversy which shall arise shall inter- 
 fere with or suspend the operation of the cars and train's of 
 the North Shore Company over the joint property; and all 
 matters, business, settlements and payments, which are to be 
 transacted or made under the terms of this agreement, shall 
 continue pending the arbitration, and shall be transacted and 
 made in the manner and form existing prior to the arising of 
 such controversy. All expense connected with such arbitra- 
 tion, including a reasonable compensation to the arbitrators, 
 shall be subject to the result of such arbitration, and shall be 
 borne and shared by the parties hereto in such manner or in 
 such proportion as the arbitrators shall award. 
 
 All notices in this or any other Article of this agreement 
 provided for may be given by serving the same in writing, by 
 registered mail, on the President or General Manager for the 
 time being of either party. 
 
 \ 
 
 ARTICLE XII. 
 
 SUCCESSION. 
 
 This agreement and all its terms and provisions shall ex- 
 tend to and be binding upon the successor or successors in 
 ownership of and title to the properties of the respective 
 parties hereto, but except to such successors, neither party to 
 this agreement shall assign the same, or any right or in- 
 terest thereunder, without the consent in writing of the other 
 party. 
 
 i 
 ARTICLE XIII. 
 
 APPROVAL BY PUBLIC UTILITIES COMMISSION. 
 
 This agreement is made subject to the approval thereof by 
 the Public Utilities Commission, of Illinois ; and after such ap-
 
 28 
 
 proval, shall be subject at all times to the lawful orders, rules 
 and regulations of said Commission concerning any matter or 
 thing embraced in this agreement which may be within its 
 jurisdiction. 
 
 IN WITNESS WHEREOF, the parties hereto have executed this 
 agreement, in duplicate, by their proper officers thereunto 
 duly authorized. 
 
 CHICAGO NORTH SHORE AND MILWAUKEE RAILROAD, 
 
 By iR. FLOYD CLINCH, 
 (CORPORATE SEAL) Vice President. 
 
 Attest : 
 
 WILLIAM V. GRIFFIN, 
 
 Secretary. 
 
 NORTHWESTERN ELEVATED RAILROAD COMPANY, 
 
 By BRITTON I. BUDD, 
 (CORPORATE SEAL) President. 
 
 Attest : 
 
 WILLIAM F. HOLTZ, 
 
 Assistant Secretary.
 
 29 
 
 STATE OF ILLINOIS, ) 
 COUNTY OF COOK, j 
 
 I, Ambrose Ryan, a Notary Public in and for the County 
 and State aforesaid, DO HEREBY CERTIFY that R. Floyd Clinch, 
 Vice President, and William V. Griffin, Secretary, of 
 Chicago North Shore and Milwaukee Railroad, personally 
 known to me to be such Vice President and Secretary, 
 respectively, and to be the same persons who executed the 
 foregoing instrument, appeared before me this day in person 
 and acknowledged that they signed the foregoing instrument 
 and caused the corporate seal of said Company to be affixed 
 thereto, as their free and voluntary act, and as their free 
 and voluntary act as such Vice President and Secretary, re- 
 spectively, and as the free and voluntary act of said Chicago 
 North Shore and Milwaukee Railroad, for the uses and pur- 
 poses therein set forth. 
 
 GIVEN under my hand and Notarial Seal, this 5th day of 
 May, A. D. 1919. 
 
 AMBROSE RYAN, 
 (NOTARIAL SEAL) Notary Public.
 
 30 
 STATE OF ILLINOIS, 
 
 COUNTY OF COOK. r ss * 
 
 I, Ambrose Ryan, a Notary Public in and for the County 
 and State aforesaid DO HEREBY CERTIFY that Britton I. 
 Budd, President, and William P. Holtz, Assistant Secre- 
 tary, of Nortwestern Elevated Railroad Company, person- 
 ally known to me to be such Pesident and Assistant 
 Secretary, respectively, and to be the same persons who exe- 
 cuted the foregoing instrument, appeared before me this day 
 in person and acknowledged that they signed the foregoing 
 instrument and caused the corporate seal of said Company 
 to be affixed thereto, as their free and voluntary act, and as 
 their free and voluntary act as such President and Assistant 
 Secretary respectively, and as the free and voluntary act of 
 said Northwestern Elevated Railroad Company, for the uses 
 and purposes therein set forth. 
 
 GIVEN under my hand and Notarial Seal, this 5th day of 
 May, A. D. 1919. 
 
 AMBROSE RYAN, 
 (NOTARIAL SEAL) Notary Public.
 
 EXHIBIT A 
 
 (To agreement between C. N. S. & M. K. R. and N. W. E. 
 E. R. Co.) 
 
 dated this 31st day of March, 
 A. D. 1919, between the CHICAGO, MILWAUKEE 
 AND ST. PAUL RAILWAY COMPANY, a corporation 
 organized under the laws of the State of Wisconsin 
 (hereinafter called the "Lessor" or the "St. Paul 
 Company") WALKER D. HINES, Director General of 
 Railroads (hereinafter called the "Director General"), 
 and the CHICAGO NORTH SHORE AND MIL- 
 WAUKEE RAILROAD, a corporation organized under 
 the laws of the State of Illinois (hereinafter called the 
 "Lessee" or the North Shore Company"), WITNESSETH : 
 
 WHEREAS, the St. Paul Company is the owner of a line 
 of railroad known as its "Evanston Division," a section of 
 which extends from Irving Park Boulevard, a street in the 
 City of Chicago, Cook County, Illinois, northerly to and 
 through the City of Evanston, in said Cook County, to the 
 south line of Laurel Avenue in the Village of Wilmette in 
 said county, which section of said Evanston Division con- 
 nects with the railroad of the Northwestern Elevated Rail- 
 road Company at a point near Leland Avenue in the City 
 of Chicago, and connects with the railroad of the North 
 Shore Company at a point near the south line of Laurel 
 Avenue in said Village of Wilmette; and 
 
 WHEREAS, the North Shore Company desires to acquire, 
 subject to a certain agreement hereinafter mentioned, and 
 to the terms and conditions of this indenture, the right to the 
 exclusive use and occupation of said section of said Evanston 
 Division, and of the other rights and property hereby de- 
 mised; 
 
 Now, THEREFORE, in consideration of the premises and of 
 the respective mutual and dependent covenants and agree-
 
 ments hereinafter set forth, it is agreed by and between the 
 parties as follows: 
 
 ARTICLE I. 
 
 The St. Paul Company does hereby demise and lease to 
 the North Shore Company, its successors and assigns, for 
 and during the term commencing May 1, 1919, and ending 
 January 8, 1944, the following described property, to wit: 
 
 The section of said Evanston Division extending from 
 the south line of Irving Park Boulevard (a street in the 
 City of Chicago) northerly to and through the City of 
 Evanston to the south line of Laurel Avenue in said 
 Village of Wilmette, and also all the property, fran- 
 chises, rights and facilities of the St. Paul Company 
 thereunto appertaining, including railroad tracks, right 
 of way, depots and depot grounds, station houses and 
 other buildings, and also all outside lots and lands of the 
 St. Paul Company adjacent to such right of way, or ad- 
 jacent to any streets, alleys or public places bounding 
 such right of way, and all lands and spaces under the 
 elevated portions of the railroad tracks along such right 
 of way; including all interest of the Lessor in lands 
 owned jointly by it with the Northwestern Elevated Rail- 
 road Company in the Village of Wilmette, the title to 
 which is held by the Central Trust Company of Illinois, 
 Trustee. 
 
 The property and rights hereinabove demised and leased 
 will hereinafter be referred to collectively as the ''demised 
 property" or "demised railway." It is expressly understood 
 and agreed that this lease is made subject to all the rights 
 of the Northwestern Elevated Railroad Company, its suc- 
 cessors and assigns, under the agreement dated August 22, 
 1907, made by and between that Company and the St. Paul 
 Company, a copy of which agreement is hereto attached, 
 marked "Exhibit A," and made a part hereof. The North 
 Shore Company hereby agrees that during the term of this 
 lease it will perform all of the obligations of the St. Paul
 
 3 
 
 Company under said agreement (except in so far as such 
 performance shall be waived or dispensed with by said North- 
 western Elevated Railroad Company), and save and keep 
 harmless the St. Paul Company therefrom, except as to work 
 to be done by the St. Paul Company as hereinafter set forth, 
 and the St. Paul Company hereby assigns and transfers to 
 the North Shore Company all the right, title and interest 
 of the St. Paul Company in and to any and all moneys, 
 rents, profits, and benefits which, during the term of this 
 lease, shall accrue and become payable to the St. Paul Com- 
 pany under said agreement. 
 
 ARTICLE II. 
 
 Except as hereinafter otherwise provided, and subject to 
 the aforesaid rights of the Northwestern Elevated Railroad 
 Company under said agreement, "Exhibit A," the North 
 Shore Company shall at all times during the term of this 
 lease have full and exclusive right, power and authority to 
 occupy, use, control, manage, maintain and operate all and 
 every part of the demised property and of the railway there- 
 on, and to construct, maintain and operate on the demised 
 property, or any part thereof, such additional railroad 
 tracks, buildings and other facilities as it may deem de- 
 sirable, and to make such additions, alterations or changes 
 in the existing roadbed upon the demised property as it may 
 deem proper; and the North Shore Company agrees that it 
 will give to the St. Paul Company written notice before con- 
 structing any such additional railroad tracks, buildings and 
 other facilities, or making any such additions, alterations or 
 changes, and will afford the St. Paul Company an oppor- 
 tunity to examine the plans therefor. The North Shore 
 Company will, upon being requested so to do by the St. Paul 
 Company, or required so to do by any competent governmen-
 
 tal authority, at the expense and under the direction of the 
 St. Paul Company, construct, and will thereafter maintain 
 and operate additional industry tracks, and such additional 
 industry tracks shall thereupon become and remain a part 
 of said demised railway, and shall be maintained and oper- 
 ated in all respects as herein provided for existing industry 
 tracks. All tracks, except additional industry tracks here- 
 inbefore provided for, buildings and other facilities placed 
 upon the demised property by the North Shore Company 
 during the term of this lease shall be at its sole cost and 
 expense and shall be and remain its sole property until and 
 unless acquired by the St. Paul Company as hereinafter pro- 
 vided. Upon the termination of this lease by lapse of time 
 or otherwise, the St. Paul Company may, at its option, 
 purchase all or any part of such tracks, buildings or other 
 facilities at a value to be agreed upon between the St. Paul 
 Company and the North Shore Company, and if they fail 
 to agree, then at a value to be fixed by arbitration under 
 Article XVII hereof. Should the St. Paul Company fail to 
 exercise said option as to any of such tracks, buildings or 
 other facilities, the North Shore Company shall, at its own 
 expense, remove the same from the demised property and a 
 failure on its part to so remove within a reasonable time 
 shall be considered an abandonment thereof. 
 
 ARTICLE III. 
 
 For and during the term of this lease, as rental for the 
 demised property, and as compensation for the rights and 
 privileges hereby granted, the North Shore Company shall 
 and will pay to the St. Paul Company, at the office of the 
 St. Paul Company's Treasurer or Assistant Treasurer, in 
 Chicago, Illinois, the following sums, to wit: 
 
 (1) The annual sum of Thirty-two Thousand Dollars 
 ($32,000), being interest at fpur (4) per cent, on Eight
 
 Hundred Thousand Dollars ($800,000), which last men- 
 tioned amount, for the purposes hereof, but not other- 
 wise, is agreed to be the original cost of the demised 
 property. Such annual sum shall be paid in equal 
 monthly installments, the installment for each month to 
 be paid on the 15th day of the next succeeding month. 
 
 (2) The annual sum of One Hundred Fifty-seven 
 Thousand, Six Hundred Dollars and Twenty-five Cents 
 ($157,600.25), being interest at four and fifty-seven hun- 
 dredths per cent, plus (4.57+%) on Three Million, Four 
 Hundred and Forty-four Thousand, Nine Hundred and 
 One Dollars and Eighty-seven Cents ($3,444,901.87), 
 which last mentioned amount, for the purposes 
 hereof, but not otherwise, is agreed upon as the 
 total capital expenditures made by the St. Paul 
 Company upon the demised property after the original 
 acquisition thereof and up to November 30, 1918. Such 
 annual sum shall be paid in equal monthly installments 
 during said term, the installment for each month to be 
 paid on the 15th day of the next succeeding month. 
 
 (3) On all expenditures made or which may be made 
 by the St. Paul Company between November 30, 1918, and 
 May 1, 1919, and at any time during the term of this lease 
 for track elevation, additions and betterments upon 
 the demised property, pursuant to the existing or future 
 requirements of any federal, state or municipal authority, 
 or pursuant to any of the terms of this lease, the North 
 Shore Company shall pay to the St. Paul Company in- 
 terest from the time when made until the termination of 
 this lease at a rate equal to that which the St. Paul 
 Company shall be required to pay for the moneys ap- 
 plied to the "cost" of such work as hereinafter defined. 
 The interest payable by the North Shore Company to the 
 St. Paul Company, under the provisions of this para- 
 graph, shall be billed monthly and paid within fifteen (15) 
 days after presentation of such bills. 
 
 In determining the rate of interest required to be 
 paid by the St. Paul Company on any of the expendi- 
 tures in this paragraph (3), there shall be considered not 
 only the rate or rates of interest borne by any securities 
 issued for such expenditures, but also the discount or 
 premium, if any, on the sale of such securities, and the 
 rates of interest applicable to the refunding of any such 
 securities.
 
 ARTICLE IV. 
 
 The North Shore Company hereby covenants and agrees 
 that it will promptly pay and discharge and save the St. Pau) 
 Company harmless from: (a) all taxes and assessments 
 levied or accruing during the term of this lease upon or 
 against the demised property, except such taxes as the Di- 
 rector General has heretofore agreed with the St. Paul Com- 
 pany to pay during the period of federal control ; and except 
 special assessments for public improvements levied against 
 the " demised property," upon the amount of which the 
 North Shore Company shall pay interest under paragraph 
 (3) of Article III hereof; (b) all license fees for use upon 
 the demised property of the North Shore Company's equip- 
 ment; and (c) all claims, demands, debts, and tolls incurred 
 by the North Shore Company in connection with or inciden- 
 tal to its operation of the demised property. No part of 
 any capital stock tax, income tax, excise tax or corporation 
 tax levied or assessed against the St. Paul Company shall 
 be chargeable to the Lessee. 
 
 The books, accounts and vouchers of each of the principal 
 parties hereto (the St. Paul Company and the North Shore 
 Company), so far as they relate to matters embraced in this 
 instrument, shall be open during the usual business hours 
 for the inspection of the duly authorized officers or agents 
 of the other party. 
 
 ARTICLE V. 
 
 The Lessee further agrees that it will procure all neces- 
 sary lawful authority so to do, and will at its sole cost and 
 expense operate and run said demised railway at all times 
 during said term as fully and to the same extent as the 
 Lessor, as the owner thereof, is now or shall or may at any
 
 time hereafter be required by law so to do; that it will like- 
 wise promptly perform for the Lessor or the Director Gen- 
 eral all freight and switching service on said demised rail- 
 way in such manner as will conserve the Lessor's freight 
 business thereon, and at all times be satisfactory to the duly 
 constituted governmental authorities; and in performing 
 such freight and switching service, the Lessee will promptly 
 receive from and deliver to the Lessor or the Director Gen- 
 eral, on tracks, to be mutually agreed upon as interchange 
 tracks, between Irving Park Boulevard and Montrose Ave- 
 nue, all loaded and empty freight cars that are in good oper- 
 ating condition when tendered to the Lessee by the Lessor 
 or said Director General. It being agreed that delivery by 
 the Lessor to the Lessee and by the Lessee to the Lessor 
 shall be considered complete when cars are placed on such 
 interchange tracks, and the Lessee shall and will assume, be 
 responsible for and indemnify the Lessor and the Director 
 General against all damage to cars and contents thus delivered 
 to it while in the possession of the Lessee. 
 
 The Lessee shall accept orders from shippers or indus- 
 tries for freight car equipment and promptly transmit such 
 orders to the Lessor, and the Lessor shall furnish such equip- 
 ment for transportation to points on its own railway and its 
 connections. The Lessee shall and will at all times perform 
 such freight and switching service in a prompt and efficient 
 manner so that the freight business of said demised railway 
 shall be developed and encouraged. And in order to enable 
 the Lessee to perform such freight and switching service, 
 it will with its own forces and means and without expense 
 to the Lessor in connection therewith, within eighteen months 
 from the first day of the term hereof, prepare all the exist- 
 ing freight and industry tracks for electrical or other 
 form of operation and will likewise, promptly after 
 the construction thereof, prepare all the industry tracks
 
 8 
 
 hereafter constructed in connection with said demised rail- 
 way ; and will so perform all the necessary freight and switch- 
 ing service to serve all the existing and future industries 
 located on said demised railway. The said Director General 
 or the Lessor shall perform such switching service during 
 the time of preparation by the Lessee of said existing freight 
 and industry tracks for electric or other form of operation 
 by the Lessee as hereinabove provided for. 
 
 The Lessor or the Director General, as the case may be, 
 shall pay to the Lessee, and the Lessee shall receive, in full 
 payment for all freight and switching service so performed 
 by it, the sum of Five Dollars (|5) per loaded or revenue 
 earning car handled by the Lessee; it being agreed 
 that no charge shall be made by the Lessee for han- 
 dling empty cars moving to or from any industry tracks 
 on said demised railway. Said sum of Five Dollars 
 ($5) per car shall, for the purpose of this agreement, 
 be taken as the actual cost to the Lessee of performing 
 such freight and switching service. Either party may, at 
 its option, at the end of the first six months after the Lessee 
 shall have commenced performance of such freight and 
 switching service in the manner aforesaid, and at the end 
 of any two-year period thereafter during the term hereof, 
 by giving to the other ten (10) days' notice in writing of a 
 desire so to do, demand an increase or decrease of the amount 
 so to be paid the Lessee for such service, during the 
 two-year period thence next ensuing; the intention and 
 agreement being that the Lessor or the Director General, 
 shall pay an amount equal to the actual cost of performing 
 such service, but shall at no time, under the terms hereof, 
 pay for such freight and switching service more than the 
 actual cost to the Lessee of performing the same. The cost 
 of such service shall include only such expense as is incident 
 to or properly chargeable against such service and the per-
 
 formance thereof, not including interest on capital invested 
 in fixed property, or depreciation of such property, and not 
 including cost of maintaining freight and industry tracks, 
 but such cost shall include a fair proportion of interest and 
 depreciation on electric motors used in such service, based 
 on the extent of such use, as compared with the whole use made 
 of such motors, and shall also include damage to freight cars 
 and contents handled for the Lessor while in the possession 
 of the Lessee; and shall also include taxes payable by the 
 Lessor under that certain supplementary agreement dated 
 August 22, 1907, assumed by the Lessee as provided for in 
 Article XIV hereof; and the Lessee shall and will keep sepa- 
 rately a full, true, itemized account in detail of such cost, which 
 account shall be open to the inspection of the Lessor at all rea- 
 sonable times. Should the parties hereto fail to agree upon 
 the actual cost to ihe Lessee of performing such freight and 
 switching service, the question shall be referred to arbi- 
 tration as provided for in Article XVII hereof. 
 
 Payment for such freight and switching service performed 
 by the Lessee shall be made monthly within fifteen (15) days 
 after presentation of bills therefor. 
 
 It is agreed that the Lessee shall have no right, duty or 
 obligation in connection with the Lessor's charges to ship- 
 pers or consignees of freight on the line of said demised 
 railway. The Lessee agrees that it will not, without the 
 written consent of the Lessor, use said demised railway, or 
 permit the same to be used, for the transaction of an inter- 
 change carload freight business, based on carload revenue, 
 with other steam railroads, unless compelled by law so to do ; 
 but nothing herein contained shall be construed as limiting 
 the use of said demised railway for the transaction of a less 
 than carload freight business.
 
 10 
 
 ARTICLE VI. 
 
 The Lessee shall and will at all times and in all respects 
 conform to all requirements of the laws of the United States 
 Government and to all rules, orders and regulations of the 
 United States Kailroad Administration, and to all require- 
 ments of the laws of the State of Illinois and all lawful and 
 binding ordinances and other regulations of municipal cor- 
 porations, save as herein otherwise provided for so far as the 
 same may be applicable to said demised railway, or demised 
 property, and thereby at all times well and truly render to the 
 public upon said premises, not only all and all manner of 
 such service as is now or may hereafter be of it lawfully 
 required by its own charter or articles, but also all service 
 in carrying on the business of a common carrier upon said 
 demised railway as the Lessor would be lawfully bound to 
 render if itself performing such service. 
 
 And the Lessee further covenants and agrees that it 
 will, at its own proper cost and expense, preserve and keep 
 the demised railway and demised property, and every part 
 of the same, in thorough repair and working order and con- 
 dition, and supplied with rolling stock and equipment, ex- 
 cept freight cars for shipment to and from lines beyond 
 the demised railway hereinbefore provided for. 
 
 The Lessee further agrees that it will, at its own sole cost 
 and expense, from time to time, and whenever needed, during 
 the term aforesaid, do or cause to be done, to and upon the said 
 demised railway and demised property any and all repairs, re- 
 placements and renewals; provided, however, that the Les- 
 sor shall, at its own cost and expense and without profit to 
 it, do all the track elevation work and make all additions 
 and betterments upon the demised railway necessary to com- 
 ply with the terms of any existing or future requirements 
 of any competent federal, state or municipal authority and the
 
 11 
 
 provisions of this lease ; and will also, at its own cost and ex- 
 pense and without profit to it, construct any and all permanent 
 new stations and platforms and platform canopies on the de- 
 mised railway which may be necessary to comply with the 
 terms of any existing or future requirements of any competent 
 federal, state or municipal authority; provided, however, in 
 any event, permanent new stations and platforms and plat- 
 form canopies shall be so constructed by the Lessor at Foster 
 Street, Noyes Street, Central Street and Isabella Street, in 
 the City of Evanston, at the time the tracks at said points are 
 being elevated. 
 
 It is understood and agreed that the elevation of tracks 
 and roadbed of said demised railway for the accommodation 
 of four (4) standard gauge tracks between the north line of 
 Broadway, a street in the City of Chicago, and a point 
 near the crossing of Chicago Avenue, in the City of Evanston, 
 and for the accommodation of three (3) standard gauge tracks 
 from the said point near the crossing of said Chicago Avenue 
 to the south line of University Place, Evanston, Illinois, in 
 such manner as shall comply with existing ordinances of the 
 City of Chicago and the City of Evanston, and the construction 
 of permanent new stations and platforms and platform cano- 
 pies on said section of said Evanston Division, the construction 
 and laying of tracks, and all other work in connection there- 
 with, having been temporarily interrupted, shall upon demand 
 of the Lessee, be resumed, carried out and done by the Lessor 
 after the date of the proclamation by the President of the 
 United States of the exchange of ratifications of the treaty of 
 peace, or as soon thereafter as financial and labor conditions 
 will permit; but the Lessor reserves the right, if required so 
 to do by duly constituted governmental authority, to resume 
 and proceed with said work at an earlier date, it 
 being agreed, however, that the plans for all station' 
 buildings, platforms and platform canopies shall be ap- 
 proved by the Lessee. And in order to enable the Lessor to
 
 12 
 
 do the work in this Article VI specified, the Lessee will from 
 time to time and at all times, during the progress of such 
 work, afford the Lessor free and convenient access to, and 
 such use of said demised railway and property as may be 
 deemed necessary or expedient, and will make no charge 
 against the Lessor for such use; and the Lessee will at all 
 times during the progress of such work use its best endeav- 
 ors to facilitate the safe, convenient, economical and expedi- 
 tious prosecution of the same, hereby waiving and releasing 
 any claim against the Lessor for damage resulting from inter- 
 ference with, delay to, or increased expense of transacting 
 the business of the Lessee caused by the proper prosecution 
 of such work. 
 
 The cost of the work so to be performed by the Lessor shall 
 include all the expense direct and incidental thereto plus ten 
 per cent. (10%) on all labor items and fifteen per cent. (15%) 
 on all material items, in accordance with the rules of the 
 General Managers' Association, and all cost and ex- 
 pense arising out of any claim for damage to per- 
 sons or property or for the death of any person arising out of 
 or resulting from such work during the progress thereof, or 
 after its completion ; and such cost shall be added to expendi- 
 tures upon which the Lessee shall pay interest as provided for 
 in paragraph three of Article III hereof. 
 
 ARTICLE VII. 
 
 Should the Lessee fail to promptly make the payments 
 hereinbefore specified, at the times and in the manner here- 
 inbefore provided, time being of the essence of this inden- 
 ture, or fail to promptly and duly perform any of the other 
 covenants and agreements herein contained by it to be per- 
 formed, such neglect or failure shall constitute a breach of 
 this indenture, and if such default shall continue for a period 
 of ninety (90) days after written notice served upon it by
 
 13 
 
 the Lessor, this lease shall thereupon terminate and the Les- 
 see shall, upon the expiration of said ninety (90) days, forfeit 
 all rights and interest hereby granted, and the Lessor may 
 thereupon, with or without process of law, exclude the Les- 
 see from the further possession and use of said demised 
 railway and premises, and the Lessee shall have or make no 
 claim against the Lessor on account of such exclusion. 
 
 ARTICLE VIII. 
 
 The Lessee further covenants and agrees to and with the 
 Lessor that at the end of said term, or sooner termination 
 of this indenture, as herein provided for, the Lessee will re- 
 deliver and surrender up to the Lessor, or its successors and 
 assigns, the said demised railway and premises, in as good 
 order and condition as the same shall be delivered to the 
 Lessee under this Lease, ordinary wear and tear only ex- 
 cepted, and said demised property shall be so redelivered 
 free and clear of all liens and incumbrances for labor and 
 material used by the Lessee in maintaining, renewing, repair- 
 ing and operating said demised railway and premises and in 
 constructing, maintaining, renewing and repairing additions 
 and betterments. 
 
 / 
 ARTICLE IX. 
 
 The Lessor hereby reserves to itself the right and privi- 
 lege of issuing, either under the mortgage now on said de- 
 mised railway and demised property, or under any mortgage 
 hereafter executed by the Lessor, bonds in the manner and 
 form in such mortgage or mortgages prescribed, bearing in- 
 terest and payable as therein provided, and not exceeding the 
 number and amount specified in such mortgage or mortgages, 
 for the purpose of procuring funds for track elevation work, 
 additions and betterments, as hereinbefore provided for.
 
 u 
 
 ARTICLE X. 
 
 The Lessee further covenants and agrees that it will, at 
 all times during the term of this indenture, seasonably fulfill 
 and satisfy every condition of every deed or agreement 
 conveying to the Chicago & Evanston Railroad Company, or 
 to the Chicago & Lake Superior Railway Company, or to 
 the Chicago, Evanston & Lake Superior Railway Company, 
 or to the Lessor, any portion of or easement in or for the 
 right of way or station grounds of said demised railway and 
 demised property, and thereby save the Lessor harmless from 
 or on account of any breach thereof. The St. Paul Company 
 shall assign to the North Shore Company all its interests in 
 any outstanding leases of any of the demised property and 
 the rents payable thereunder. The Lessor agrees that the 
 Lessee may from time to time lease to others any property 
 hereby demised which may at any time be available 'for stores, 
 offices, factories or mercantile buildings. 
 
 ARTICLE XL 
 
 The Lessee further covenants and agrees that it will at 
 all times during the term aforesaid assume all and all man- 
 ner of risk and liability incident to, or which may in any 
 manner grow out of, the maintenance and operation by the 
 Lessee of said demised railway and property, and any 
 construction work done by the Lessee, and will indemnify 
 and save harmless the Lessor and the Director General 
 of, from and against all liability, damage, claim, or de- 
 mand which shall in any manner arise out of such con- 
 struction, maintenance and operation, as fully and in all 
 respects as if the Lessee were sole owner of said demised 
 railway and property, and every part thereof. If any action 
 to enforce any such liability, damages, claim or demand,
 
 15 
 
 shall be brought against the Lessor alone or jointly with any 
 other party, the Lessee shall and will upon notice thereof 
 in writing, promptly assume and conduct the defense of such 
 action to the final conclusion thereof, and by seasonable pay- 
 ment and satisfaction, including all costs, expenses and at- 
 torneys ' fees in so defending the same, wholly relieve the Les- 
 sor from all pecuniary consequences thereof. 
 
 ARTICLE XII. 
 
 The Lessee will not (save only as to the Northwestern 
 Elevated Eailroad Company, its successors or assigns), with- 
 out the written consent of the Lessor, sell or in any manner 
 assign or transfer this lease, and will not permit any other 
 person, company or corporation to share in any right or 
 privilege hereby granted, except as otherwise herein pro- 
 vided. This lease shall, however, attach to and run 
 with the railways of the respective parties during the 
 term hereby created, and be binding upon t and inure 
 to the benefit of any railway company hereafter owning 
 or operating either of such railways; but nothing herein con- 
 tained shall be construed as limiting the use of said demised 
 railway and property by the Lessee, and by said Northwest- 
 ern Elevated Railroad Company, and any succeeding owner 
 of the latter, in such manner as the Lessee may elect, or as 
 is provided in said agreement of August 22, 1907; provided 
 all agreements on the part of the Lessee in this lease con- 
 tained shall be observed and carried out.
 
 16 
 
 ARTICLE XIII. 
 
 The Lessee is familiar with the terms and conditions oi- 
 said agreement of August 22, 1907, between the Lessor aril 
 said Northwestern Elevated Railroad Company, under which 
 said demised premises are now being operated jointly by the 
 Lessor and said Northwestern Elevated Railroad Company 
 and takes this lease subject to the consent of said Northwest- 
 ern Elevated Railroad Company. If this lease shall be for- 
 feited or terminated for any cause, prior to the expiration of 
 the term of the said agreement of August 22, 1907, any and 
 all interest of the Lessee in said agreement, shall be thereby at 
 once retransferred and reassigned to the Lessor, and any 
 change in, modifications, amendments or interpretations of 
 said agreement, made by the Lessee and by the Northwestern 
 Elevated Railroad Company while this lease shall be in force, 
 and to which the Lessor is not a party, shall not, after such 
 termination, be binding or conclusive upon the Lessor unless 
 expressly adopted and confirmed by the Lessor, in writing, but 
 the said agreement, as it exists on the date hereof, shall, upon 
 such termination, be fully restored and thereafter continued 
 until its expiration, unless otherwise agreed by the Lessor and 
 the said Northwestern Elevated Railroad Company. The Les- 
 sor agrees that at all times while this lease is in force, said 
 Northwestern Elevated Railroad Company and Lessee inay 
 jointly use, conduct and operate said demised railway and 
 property in such manner and on such terms as may from time 
 to time be agreed upon between said Northwestern Elevated 
 Railroad Company and Lessee, provided, all agreements on the 
 part of the Lessee, in this lease contained, shall be observed 
 and carried out.
 
 17 
 
 ARTICLE XIV. 
 
 The Lessor further transfers, sets over and assigns unto 
 the Lessee all of its rights, interest, benefits and privi- 
 leges in, to and under a certain supplemental agreement dated 
 August 22, 1907, between the Lessor and said Northwestern 
 Elevated Railroad Company, being supplemental to said 
 agreement of August 22, 1907, and pertaining to the payment 
 of taxes upon said Evanston Division; a copy of which said 
 agreement is hereto attached, marked Exhibit B, and made 
 a part hereof. Lessee hereby accepts such transfer and 
 assignment and agrees to assume all duties and obligations 
 of Lessor under said supplemental agreement. 
 
 ARTICLE XV. 
 
 The contract of May 16, 1908, between the Lessor, the 
 Northwestern Elevated Railroad Company and the Lessee 
 as successor of the Chicago and Milwaukee Electric Rail- 
 road Company, is, by and with the consent of the North- 
 western Elevated Railroad Company and the Lessee, hereby 
 terminated. 
 
 ARTICLE XVI. 
 
 This indenture is made subject to such possession, use, 
 control and operation of said demised railway and property 
 as the Director General of Railroads has heretofore, is now 
 or may hereafter exercise over the same, pursuant to the 
 Act of Congress, entitled: "An Act to provide for the oper-
 
 18 
 
 ation of transportation systems while under Federal control; 
 for the just compensation of their owners, and for other 
 purposes," approved March 21, 1918. 
 
 ARTICLE XVII. 
 
 It is mutually understood and agreed by and between the 
 parties hereto that if any question shall at any time arise 
 concerning the construction of any part of this agreement, 
 or of any right or duty of either party hereunder, upon 
 which question the parties hereto cannot agree, such ques- 
 tion shall be submitted to the arbitrament of three (3) dis- 
 interested persons, experienced in railway business, to be 
 chosen, one by each party hereto, and the third by the two 
 so chosen; that the party desiring such arbitration shall 
 select its arbitrator, giving written notice thereof to the other 
 party, in such notice stating precisely the matter or matters 
 which it proposes to bring before the arbitrators- and only 
 matters so stated shall be by them considered or decided; 
 that if the party so notified shall for twenty days thereafter 
 fail to notify the other party the name of an arbitrator by it 
 chosen, the arbitrator named by the party so requiring arbi- 
 tration may and shall name and appoint an arbitrator on 
 behalf of the party so in default, and the arbitrator named 
 and appointed as lastly provided shall have the same power 
 and authority as if named and appointed by the party so 
 failing to appoint. If the two arbitrators chosen in any 
 manner aforesaid, shall be unable to agree upon the third 
 arbitrator, such third arbitrator may be appointed by any 
 person sitting as Judge of the District Court of the United 
 States for the District in which Cook County, Illinois, may 
 be then located, and residing in said District, upon thirty (30)
 
 19 
 
 days' notice in writing of application for such purpose. The 
 arbitrators duly chosen in any manner aforesaid shall imme- 
 diately proceed to hear and determine all matters in the 
 written notice specified, and so submitted to them, after giv- 
 ing each party hereto not less than five days' notice of the 
 time and place of meeting; and shall, at the time and place 
 so appointed, summarily proceed to hear and decide the 
 matters so specified, unless, in their judgment, the hearing 
 shall be adjourned to a later day or days, of which adjourn- 
 ment like notice shall be given, unless such notice be waived 
 in writing by both parties hereto, in which case the hearing 
 may proceed at an earlier date. The determination of such 
 arbitrators, or of a majority of them, as to any matters so 
 submitted to them, shall be made in writing and shall be 
 final and conclusive, and the parties hereto shall and will 
 abide by such determination and perform the requirements 
 and conditions thereof as if the same were made a part of 
 this indenture. Until the arbitrators shall have made their 
 award upon any matter submitted to them, the business to be 
 transacted and the settlements and payments to be made 
 under this indenture shall continue to be transacted and 
 made in the manner practiced prior to the submission of 
 such matter. 
 
 ARTICLE XVIII. 
 
 It is understood and agreed that this lease and agreement, 
 and any contract that may be made between the Lessee and the 
 Northwestern Elevated Railroad Company for the joint oper- 
 ation by them of said demised railroad and the main line of 
 the Northwestern Elevated Railroad Company, shall be sub- 
 ject to the approval of the Public Utilities Commission of the
 
 20 
 
 State of Illinois. The St. Paul Company does not warrant 
 the title to said " demised railway" or " demised property," 
 and the North Shore Company's right to use the same shall 
 be such only as the St. Paul Company has authority by law 
 to grant; and the St. Paul Company shall not be liable to 
 the North Shore Company in any manner, or to any extent 
 whatever, in case of want or failure at any time of the title 
 to said "demised railway" or "demised property"; or in 
 case of a lack of lawful authority to grant such right. 
 
 ARTICLE XIX. 
 
 The agreements of Walker D. Hines, Director General of 
 Railroads, shall not extend beyond the period of federal con- 
 trol of railroads, and, unless sooner terminated, shall, as 
 to him, terminate at the end of such federal control. Dur- 
 ing the period of federal control, all covenants and agree- 
 ments herein contained to be kept and performed by the 
 Lessor so far as they relate to the freight and switching 
 service herein provided for, shall be kept and per- 
 formed by the Director General and the Director 
 General will collect and retain all freight charges 
 and revenue derived from the freight business of the 
 Lessor on said demised railroad and property, and will pay 
 to the Lessee the actual cost of the freight and switching 
 service performed by it, as hereinbefore provided. On ter- 
 mination of federal control, the Lessor shall succeed to all 
 the rights and obligations of the Director General. 
 
 IN WITNESS WHEREOF, the railway companies, parties here- 
 to, have caused this indenture to be executed by their proper 
 officers thereunto' duly authorized, and their respective cor- 
 porate seals to be hereunto affixed; and the Director General
 
 21 
 
 of Kailroads has duly executed this indenture the day and 
 year first above written, all in four original documents. 
 
 WALKER D. HINES, 
 (SEAL) Director General of Railroads. 
 
 By H. E. BYRAM, 
 
 Federal Manager of Chicago, Milwaukee 
 & St. Paul Railroad. 
 
 CHICAGO MILWAUKEE & ST. PAUL RAILWAY 
 COMPANY. 
 
 By R. M. CALKINS, 
 (CORPORATE SEAL) President. 
 
 Attest : 
 
 E. W. ADAMS, 
 
 Secretary. 
 
 CHICAGO NORTH SHORE AND MILWAUKEE 
 RAILROAD. 
 
 By R. FLOYD CLINCH, 
 (CORPORATE SEAL) Vice President. 
 
 Attest : 
 
 WILLIAM V. GRIFFIN, 
 
 Secretary.
 
 22 
 
 STATE or ILLINOIS, 
 COUNTY OF COOK. 
 
 i 
 
 On this 16th day of April, A. D. 1919, before me, 
 a Notary Public, within and for the County of Cook 
 and State of Illinois, personally appeared H. E. Byram, 
 to me known to be the Federal Manager of the Chicago, Mil- 
 waukee and St. Paul Kailroad and the identical person whose 
 name is subscribed to the foregoing Indenture of Lease as 
 such Federal Manager, and acknowledged the execution of 
 said Indenture of Lease for the uses and purposes therein 
 stated, as the voluntary act and deed of Walker D. Hines, 
 Director General of Railroads. 
 
 Given under my hand and notarial seal this 16th day of 
 April, A. D. 1919. 
 
 W. D. MlLLARD, 
 
 (NOTARIAL SEAL) Notary Public in and for said County. 
 
 My commission expires May 10, 1920.
 
 23 
 
 STATE OF ILLINOIS, / 
 Cor STY OF COOK ( ss * 
 
 On this 30th day of April, A. D. 1919, before me, 
 a Notary Public, within and for the County of Cook 
 and State of Illinois, personally appeared E. M. 
 Calkins, to me known to be the President of the Chicago, Mil- 
 waukee and St. Paul Railway Company, and the identical 
 person whose name is subscribed to the foregoing Indenture 
 of Lease as such President, and acknowledge the execution 
 of said Indenture of Lease as the voluntary act and deed of 
 the said Chicago, Milwaukee and St. Paul Railway Company 
 by him as such officer voluntarily executed; and that the seal 
 affixed to said Indenture is the corporate seal of said cor- 
 poration. 
 
 Given under my hand and notarial seal this 30th day of 
 April, A. D. 1919. 
 
 W. D. MlLLARD, 
 
 (NOTARIAL SEAL) Notary Public in and for said County. 
 
 My commission expires May 10, 1920.
 
 24 
 
 STATE OF ILLINOIS, 
 COUNTY OF COOK. 
 
 On this 16th day of April, A. D. 1919, before me, 
 a Notary Public, within and for the County of Cook 
 and State of Illinois, personally appeared R. Floyd 
 Clinch, to me known to be the Vice President of the Chicago 
 North Shore and Milwaukee Railroad, and the identical per- 
 son whose name is subscribed to the foregoing Indenture of 
 Lease as such Vice President, and acknowledged the execution 
 of said Indenture of Lease as the voluntary act and deed of 
 the said Chicago North Shore and Milwaukee Railroad by 
 him as such officer voluntarily executed; and that the seal 
 affixed to said Indenture is the corporate seal of said cor- 
 poration. 
 
 Given under my hand and notarial seal this 16th day of 
 April, A. D. 1919. 
 
 AMBROSE RYAN, 
 (NOTARIAL SEAL) Notary Public in and for said County. 
 
 My commission expires June, 1919.
 
 23 
 
 THE NORTHWESTERN ELEVATED RAILROAD COMPANY, in con- 
 sideration of the benefits it will derive therefrom, hereby 
 consents to the execution of the foregoing lease, and the fore- 
 going assignment by the Lessor of its interest in the agree- 
 ments of August 22, 1907, attached to said lease as Exhibits 
 A and B, and agrees to be bound by the terms of the foregoing 
 lease in so far as its interests may appear. 
 
 NORTHWESTERN ELEVATED RAILROAD 
 COMPANY. 
 
 By BRITTON I. BUDD, 
 (CORPORATE SEAL) President. 
 
 Attest : 
 
 WILLIAM F. HOLTZ, 
 
 Assistant Secretary.
 
 26 
 
 STATE OF ILLINOIS ) 
 COUNTY OF COOK [ 
 
 On this 16th day of April, A. D. 1919, before me, 
 a Notary Public, within ajid for the County of Cook 
 and State of Illinois, personally appeared Britton I. Budd, to 
 me known to be the President of the Northwestern Elevated 
 Eailroad Company and to be the identical, person whose name 
 is subscribed to the foregoing Consent and Agreement as such 
 President, and acknowledged the execution of said instrument 
 as the voluntary act and deed of said Northwestern Elevated 
 Eailroad Company by him as such officer voluntarily executed ; 
 and that the seal affixed to said instrument is the corporate seal 
 of said corporation. 
 
 Given under my. hand and Notarial Seal this 16th day of 
 April, A. D. 1919. 
 
 AMBROSE EYAN, 
 (NOTARIAL SEAL) Notary Public in and for said County. 
 
 My commission expires June, 1919.
 
 27 
 
 EXHIBIT "A." 
 
 THIS AGREEMENT, Made, and entered into this 22nd day 
 of August, A. D. 1907, by and between the CHICAGO, MIL- 
 WAUKEE & ST. PAUL RAILWAY COMPANY, a corporation or- 
 ganized under the laws of the State of Wisconsin, herein- 
 after styled the "St. Paul Company," and the NORTHWEST- 
 ERN ELEVATED RAILROAD COMPANY, a corporation organized 
 under the laws of the State of Illinois, hereinafter styled 
 the "L Company;" WITNESSETH: 
 
 WHEREAS, the St. Paul Company owns a line of railway, 
 known as its Evanston Division (formerly owned by the Chi- 
 cago, Evanston & Lake Superior Railway Company), a por- 
 tion of which extends from Graceland avenue, in the City of 
 Chicago, Cook County, Illinois, northerly through the City of 
 Evanston, to the northern terminus of said railway at the 
 south line of Linden avenue in the Village of Wilmette, in said 
 county; which portion of said Division is hereinafter styled 
 the "Evanston Line"; and 
 
 WHEREAS, the L Company operates in said City of Chicago 
 a system of elevated electric railway for the carriage of pas- 
 sengers; and for such carriage, as well as for the carriage of 
 mails and baggage and of such express matter as is usually 
 carried with express messengers upon passenger trains, de- 
 sires to obtain the joint use of said Evanston line; and, 
 
 WHEREAS, the St. Paul Company is willing, for the consider- 
 ation and upon the terms and conditions hereinafter con- 
 tained or mentioned, to let the L Company into the joint use 
 and operation of said Evanston line to the extent and in the 
 manner hereinafter provided, but only for such carriage as 
 aforesaid, and also for such service to the St. Paul Company 
 as is hereinafter provided for; and
 
 28 
 
 WHEREAS, the St. Paul Company and the L Company de- 
 sire to improve and promote the passenger business of their 
 respective lines, and to that end the St. Paul Company, so far 
 as it may lawfully do so, is willing to subordinate its freight 
 business on said Evanston Line to such passanger business; 
 Now, THEREFORE, 
 
 In consideration of their respective mutual and dependent 
 covenants and agreements hereinafter contained, the said 
 Companies do hereby respectively covenant and agree as fol- 
 lows: 
 
 AKTICLE I. 
 
 The St. Paul Company covenants and agrees that it will 
 forthwith, at its own expense, do all things necessary to put 
 the two main tracks, as well as the freight tracks, of said 
 Evanston Line in good alignment, well tied and ballasted, and 
 the same, and all appurtenances thereto, in first class oper- 
 ating condition; and will put in good condition all towers, 
 gates at street intersections, street crossings, right of way 
 fences, culverts, drains and ditches appertaining thereto. The 
 St. Paul Company will, at the expense of the Joint Fund 
 hereinafter mentioned, spread the two existing main tracks 
 at the following points upon said Evanston Line; and will 
 permit the L Company to construct and maintain (at like 
 expense) at said points, platforms, not exceeding three hun- 
 dred feet in length, and of the width hereinafter designated, 
 viz.: 
 
 At the existing stations of Argyle, Edgewater, North Edge- 
 water, Birchwood, South Evanston, Dempster street and 
 Noyes street ; platforms twelve feet in width. 
 
 At the existing station of Davis street ; a platform eighteen 
 feet in width. 
 
 At a point within five hundred and seventy-five feet south 
 of the south line of Oakten avenue; a platform ten feet in 
 width.
 
 29 
 
 AKTICLE II. 
 
 The St. Paul Company further covenants and agrees that, 
 for the purposes of such carriage as aforesaid, but none other, 
 it will, so far as it may lawfully do so, let the L Company 
 into the use and operation, exclusive, except as hereinafter 
 otherwise provided, of the two existing main tracks of said 
 Evanston Line between the present northern terminus thereof 
 and the foot of an incline structure to be constructed as 
 hereinafter provided for at a point between Ainslie street 
 and Argyle street, and of all that part of said incline structure 
 which will be on the right of way of the St. Paul Company. 
 The St. Paul Company will also let the L Company into the 
 use of such other main, side and spur tracks as the St. Paul 
 Company may from time to time designate for the handling 
 of the freight business upon said Evanston Line, as pro- 
 vided for in Article V hereof. The St. Paul Company will 
 let the L Company into the use and operation of such further 
 portion of said Evanston Line between said incline struc- 
 ture and said Graceland avenue, as shall be necessary or 
 convenient for the taking, handling or delivery of freight 
 cars or freight trains of the St. Paul Company, as in Article 
 V hereof provided. Each such use being subject, however, to 
 every unexpired lease of any property aforesaid, and to any 
 and all conditions contained in any deed or agreement con- 
 veying or affecting any of the real property aforesaid; and 
 the St. Paul Company agrees that it will at all times allow 
 to the L Company upon the present property of the St. Paul 
 Company between Church street in Evanston and the north- 
 ern terminus of the Evanston Line, such room for the storage, 
 cleaning and repair of the cars of the L Company used upon 
 said Evanston Line as the St. Paul Company can spare. 
 
 Notwithstanding anything herein contained the St. Paul 
 Company hereby expressly reserves the right to lay, maintain
 
 30 
 
 and operate upon its said right of way and station grounds, 
 such other track or tracks as it may at any time desire, and 
 which will in no manner interfere with the safe and convenient 
 use and operation of said two existing main tracks by the L 
 Company ; and the St. Paul Company hereby further reserves 
 the right, at its own expense, to move the said two existing 
 main tracks, and any buildings erected by the L Company 
 to or towards the extreme east line of its said right of way, 
 and to use the remainder of the width of said right of way 
 for any purpose or business it may see fit. Provided, how- 
 ever, and the St. Paul Company hereby agrees that it will 
 not, during the term hereof, use its said right of way (or any 
 property adjacent thereto which may be hereafter acquired 
 by it) for any purpose or business competitive with the busi- 
 ness of the L Company contemplated by this agreement. 
 
 The St. Paul Company covenants and agrees that this 
 agreement shall be construed as a grant unto the L Company 
 for all the purposes hereof, for the several considerations, 
 and upon each condition, and subject to each reservation in 
 this agreement contained, of all such uses and rights of oper- 
 ation as aforesaid, so long after the date hereof as the L 
 Company, its successors or assigns, shall be permitted, under 
 existing ordinances of the City of Chicago, or by any other 
 existing legal authority, to maintain and operate the ele- 
 vated railroad now operated by it between the terminals of 
 the L Company in the South Division of the City of Chi- 
 cago, including its present elevated loop on the south, and 
 Wilson avenue on the north, and the L Company shall in all 
 things well and truly keep and perform all its covenants, 
 and fulfill each condition in this agreement contained, but 
 not later than the 8th day of January, A. D. 1944. It is, 
 however, understood that the St. Paul Company will operate 
 its Evanston Line as heretofore until it is ready to be oper- 
 ated electrically by the L Company to the northern terminus 
 of said Evanston Line, in accordance with the provisions
 
 31 
 
 hereof ; and when said Evanston Line is ready to be operated 
 electrically by the L Company to said terminus, said L Com- 
 pany shall give to the St. Paul Company fifteen days' notice 
 thereof, at the end of which fifteen days the St. Paul Company 
 shall, except as herein reserved, have or claim no use of said 
 Evanston Line inconsistent with its agreements or grants 
 herein contained. 
 
 ARTICLE III. 
 
 The St. Paul Company covenants and agrees that whenever 
 and wherever the handling of the freight business of the St. 
 Paul Company upon the two existing main tracks which are 
 to be used by the L Company for passenger business, shall 
 interfere with such use, it will, if the width of its right of way 
 will there permit, and it is lawful so to do, construct, lay and 
 maintain, at its own expense, upon the present grade of said 
 Evanston Line, and also upon any hereafter elevated part 
 thereof where no retaining wall shall be necessary, a third 
 track and any other main tracks it may deem necessary; 
 which additional tracks may include any part of any existing 
 track other than the two existing main tracks aforesaid ; Pro- 
 vided, that wherever, in the judgment of the St. Paul Com- 
 pany, the width of the right of way will not permit such addi- 
 tional track or tracks, the St. Paul Company may, at its own 
 expense, connect such additional tracks with the two existing 
 main tracks operated by the L Company. 
 
 The St. Paul Company further agrees that whenever and 
 wherever the tracks of said Evanston Line, or any part there- 
 of, are to be elevated, it will perform the work of such eleva- 
 tion at cost, and in conformity with any ordinance or ordi- 
 nances of the City of Chicago, or of the City of Evanston per- 
 taining thereto.
 
 32 
 
 ARTICLE IV. 
 
 It is a condition of this agreement and of such grant as 
 aforesaid that the L Company shall, and it hereby agrees that 
 it will, without unnecessary delay, cause to be done all and 
 everything necessary for the equipment and the skilled and 
 efficient electrical operation of said Evanston Line by the L 
 Company, and will furnish all necessary cars and motors to 
 be used thereon as hereinafter provided. 
 
 The L Company may also erect, upon and along the por- 
 tions of said Evanston Line whereof it is to have the use, 
 such new station buildings, temporary or permanent, as the 
 parties hereto shall from time to time agree, and shall sea- 
 sonably construct a suitable incline structure (hereafter de- 
 nominated "Incline Connection") northward from the north 
 end of its present elevated structure just north of Wilson 
 avenue, so that by means thereof a proper connection of the 
 tracks to be laid thereon can be made with the tracks of the 
 St. Paul Company between Ainslie and Argyle streets ; which 
 incline structure and all things thereon, except electrical 
 equipment, shall be deemed personal property, and as such be 
 the common property of the parties hereto, share and share 
 alike. 
 
 ARTICLE V. 
 
 It is a condition of this agreement and of such grant as 
 aforesaid, that the L Company shall, and it hereby agrees 
 that it will, without unnecessary delay, connect by means of 
 the Incline Connection the two existing main tracks of said 
 Evanston Line with its existing elevated railroad, and operate 
 all thereof within 30 months after the execution and delivery 
 hereof, and thereafter during all the term hereby granted 
 continue to operate the whole thereof as herein provided ; and 
 shall and will, throughout the continuance of this agreement
 
 33 
 
 and of such grant, renew and maintain in good repair, the 
 said Incline Connection, the two existing main tracks of the 
 St. Paul Company, and all buildings used by the L Company; 
 and shall and will establish and maintain such suitable and 
 ample train service as will satisfactorily handle the passenger 
 traffic of said Evanston Line to, from and upon the terminals 
 of the L Company in the South Division of the City of Chi- 
 cago, including its present Elevated Loop, in said Chicago, 
 and shall and will accord passengers to and from said Ev- 
 anston Line the same facilities and accommodations as fur- 
 nished passengers to and from the main line of the L Com- 
 pany; and shall and will at all times in all respects conform 
 to all valid requirements of the laws of the State of Illinois, 
 and of all ordinances and other regulations of municipal cor- 
 porations, so far as applicable to the obligations of the L Com- 
 pany hereunder, and thereby at all times well and truly render 
 to the public upon said Evanston Line north of its Wilson 
 avenue station not only all and all manner of such service as 
 is now or may be hereafter of it lawfully required by its own 
 Charter or Articles, or by any such law, ordinance or regula- 
 tion, but also all such service in carrying passengers as the 
 St. Paul Company would be, at the same time or times, law- 
 fully bound to render if itself there carrying passengers over 
 said part of said Evanston Line. 
 
 The L Company also covenants and agrees that it will at 
 all times move upon and over said Evanston Line freight cars 
 and freight trains of the St. Paul Company, not exceeding six 
 cars in any one train, as the latter company shall from time 
 to time require; that it will do all necessary switching and 
 will place said cars for loading and unloading, and that it 
 will perform all and every service required in connection with 
 the handling of such freight cars and freight trains, as 
 promptly as the St. Paul Company itself could be lawfully 
 required to perform the same service; and the L Company 
 will for such purpose receive and deliver all such cars and
 
 34 
 
 trains at such place on said Evanston Line, south of Incline 
 Connection, as the St. Paul Company shall from time to 
 time select. The St. Paul Company agrees to pay the L 
 Company, upon presentation of proper bills therefor, the 
 actual cost of such service; and the L Company covenants 
 and agrees that if it shall fail so to move and handle any 
 such freight car or train, the St. Paul Company may, with its 
 own power and employees, immediately enter upon such ad- 
 ditional main tracks, side and spur tracks, and upon such 
 portions of said two existing main tracks as shall have been 
 then theretofore used for freight purposes, and may thence- 
 forth itself thereon handle and move its freight cars and 
 trains as it shall deem proper ; provided, however, that if the 
 cause of such failure upon the part of the L Company is not 
 attributable to want of foresight, provision of proper facili- 
 ties or lack of energy, then when such cause is removed, the 
 right and obligation of the L Company to handle and move 
 such freight cars and trains as expressed in this agreement 
 shall be restored, it being understood that this proviso shall 
 govern the parties hereto from time to time whenever the 
 circumstances make it applicable; subject to the conditions 
 of this agreement. 
 
 It is understood and agreed that the St. Paul Company 
 shall, by its sole agents, bill all freight; collect all charges 
 thereon, and perform all other service relating to the receipt 
 and delivery of such freight, except the handling of freight 
 cars and freight trains. It is further understood and agreed 
 that, at any time after the completion of one of said addi- 
 tional main tracks, the St. Paul Company may, at its option, 
 itself alone, perform all the service of moving, switching, 
 placing and handling all freight cars and freight trains upon 
 said Evanston Line, and do all things in connection with the 
 freight business upon said Line, to the same extent as if this 
 agreement had never been made; and thereupon all rights, 
 privileges and obligations of the L Company relating to said
 
 35 
 
 freight business, and to the maintenance and repair of said 
 side, spur and additional main tracks as herein set forth, shall 
 cease and determine. 
 
 ARTICLE VI. 
 
 The L Company agrees alone to bear and pay all the cost 
 of the preparation and outfitting provided for in the first 
 paragraph of Article IV hereof, and of any improvements 
 and further equipments which may at any time be required by 
 the last paragraph thereof (excepting temporary stations), 
 to the aggregate amount of Eight Hundred Thousand Dol- 
 lars ($800,000) ; and it is mutually agreed that for any ex- 
 cess of the cost over said $800,000 of such preparation and 
 outfitting, improvements and further equipments, the L Com- 
 pany will further expend its own sole funds, and that upon 
 one-half of the amount of such excess (unless the entire excess 
 shall by mutual agreement be repaid out of the Joint Fund 
 hereinafter provided for, or unless the St. Paul Company shall 
 elect to pay one-half of the amount of such excess) the St. 
 Paul Company shall and will until the termination of this 
 agreement, pay to the L Company, interest thereon at the 
 rate of four per centum (4%) per annum; provided, however, 
 that the St. Paul Company shall, and hereby agrees that it 
 will, pay to the L Company the cost of the electrical equip- 
 ment of tracks used exclusively for freight business. 
 
 It is further mutually agreed that of the cost of the Incline 
 Connection northward from Wilson avenue, each party here- 
 to shall and will, as occasion shall from time to time require, 
 seasonably advance and pay one-half; and that for the cost 
 of all permanent new stations, and the cost, direct or inci- 
 dental, of all track elevation, the St. Paul Company shall and 
 will from time to time, as each particular occasion shall re- 
 quire, provide all necessary funds; and that upon one-half 
 of each amount so provided by the St. Paul Company, un-
 
 36 
 
 less paid by the L Company, the L Company shall and will, 
 until the termination of this agreement, pay to the St. Paul 
 Company interest thereon at the rate of four per centum 
 (4%) per annum. 
 
 All interest in this Article mentioned shall be payable on 
 the first day of June of each year. 
 
 It is mutually agreed that all the cost of erecting temporary 
 new station buildings, platforms, and the cost of spreading 
 the two existing main tracks as herein provided for, shall be 
 deemed expense of operation. 
 
 It shall be the duty of the L Company to properly maintain, 
 renew and repair the cars necessary for the operation of 
 said Evanston Line and the cost thereof shall be divided upon 
 a mileage basis and such proportion of the same paid out 
 of the " Joint Fund" hereinafter designated, as the number 
 of car miles run by said cars upon said Evanston Line bears 
 to the total number of car miles run by said cars. 
 
 ARTICLE VII. 
 
 It is mutually agreed that for convenience of accounting 
 for fares collected from passengers carried to, from or upon 
 said Evanston Line, the right of way occupied by the railroad 
 of the L Company and the said Evanston Line shall be di- 
 vided and denominated as follows : 
 
 The downtown elevated loop of the L Company and its 
 railroad, thence to and including the Wilson avenue station 
 of the L Company, shall constitute "Section A"; 
 
 The portion of said right of way north from said Wilson 
 avenue station to the present northern City Limits of the City 
 of Chicago shall constitute "Section B"; 
 
 The right of way north from said present Chicago city lim- 
 its to the present northern boundary line of the City of 
 Evanston shall constitute " Section C";
 
 37 
 
 And the residue of said right of way north from said north- 
 ern boundary line of the City of Evanston shall constitute 
 " Section D." 
 
 Of all fares derived from the carriage of passengers be- 
 tween any point in ''Section A" and any point in "Section 
 B," one-half shall be retained by the L Company, and the 
 other one-half shall be placed in a fund hereby designated 
 ''Joint Fund." Provided, that of all fares derived from the 
 carriage of passengers originating or terminating in "Sec- 
 tion C" or in "Section D" passing over any part of "Sec- 
 tion A," said L Company shall receive an amount equal to 
 the then rate of fare fixed by law or otherwise for the car- 
 riage of passengers by the L Company within the limits of the 
 City of Chicago, for every such passenger so carried, and the 
 remainder shall go into said Joint Fund. Every other pas- 
 senger fare for carriage anywhere upon said Evanston Line, 
 as well as all earnings or income derived by the L Com- 
 pany from any other source upon said Evanston Line north of 
 said Wilson avenue station shall go into said Joint Fund; 
 but nothing herein contained shall be construed to include 
 the freight charges collected by the St. Paul Company as 
 in Article V hereof provided. 
 
 It is further mutually agreed that from such Joint Fund 
 the L Company shall duly pay all expenses of its operation 
 of said Evanston Line and Incline Connection, and also all 
 expenses of maintaining, renewing and repairing the same, 
 except such track or tracks as shall be used only for freight 
 business of the St. Paul Company, and except such building 
 or buildings as shall not be used by the L Company (but no 
 extraordinary repairs or renewals shall be made without the 
 consent of the St. Paul Company) ; and that the net residue 
 of such Joint Fund remaining at the end of each calendar 
 month shall, on or before the twentieth day of the next en- 
 suing month, be divided between the parties hereto, share
 
 38 
 
 and share alike; and the L Company shall and will then pay 
 to the St. Paul Company one-half thereof. Should such Joint 
 Fund be, in any calendar month, insufficient for the payments 
 in this paragraph provided for, each party hereto shall and 
 will contribute to said Joint Fund one-half (|) of the de- 
 ficiency, repayable out of said Joint Fund as soon as the 
 condition of the said Fund will permit. 
 
 It is mutually agreed that the expenses of maintenance, re- 
 newal, repair and operation payable out of said "Joint Fund" 
 in or for any month, shall include no greater proportion of 
 the general expenses of the L Company than the proportion 
 which all passenger earnings of said Evanston Line, in and 
 for the same month, shall bear to the combined passenger 
 earnings of all lines owned, controlled or operated by the L 
 Company during the same month. It being agreed that such 
 general expense shall include the salaries of general officers, 
 assistants and clerks of the L Company only when engaged 
 in the supervision, accounting or operation of said Evanston 
 Line; and that interest payments and taxes of the L Com- 
 pany on lines owned, controlled or operated by it shall not be 
 deemed part of its general expenses. 
 
 The St. Paul Company shall and hereby agrees that it will, 
 on or before the 15th day of each calendar month, on pre- 
 sentation of proper bill therefor, pay to the L Company for 
 the benefit of the Joint Fund, any cost and expense paid by 
 the L Company from such Fund for maintaining, renewing 
 or repairing such track or tracks as shall be used only for 
 the freight business of the St. Paul Company; but all such 
 expenditures shall be subject to the direction and approval 
 of the St. Paul Company. And the St. Paul Company further 
 agrees that it will likewise pay to the L Company, for the 
 benefit of the Joint Fund, such proportion of the cost and 
 expense paid by the L Company for maintaining, renewing or 
 repairing the tracks used jointly for freight and passenger
 
 39 
 
 business, as the number of freight cars passing over such 
 tracks bears to the total number of cars passing over the 
 same, and for the purpose of computing such proportion one 
 loaded freight car shall be counted as two units and one 
 empty freight car as one unit. 
 
 The L Company shall and will at all times keep or cause 
 to be kept such books of accounts as may be necessary in order 
 to render proper accountings hereunder. 
 
 All gross receipts of the L Company in each month derived 
 from rentals for the whole or any part of any building or 
 buildings, platform or platforms, now existing, or hereafter 
 constructed by the L Company and in any manner leased 
 anywhere upon or along said Line, and all its other gross 
 receipts not herein referred to derived from the operation 
 of said Evanston Line as herein provided shall be carried into 
 an "Advertising and Rental Account," and, after payment 
 of all the expenses and cost of securing and realizing upon 
 each such business, the net residue of all thereof shall, on or 
 before the fifteenth day of the next ensuing month, become 
 a part of said Joint Fund. The L Company shall have the ex- 
 clusive right to make all contracts for advertisements, and 
 other station privileges, and such advertisements and privi- 
 leges shall be placed upon the same basis of compensation 
 as that received by the L Company for similar advertising 
 and privileges on its line between Wilson avenue and Lake 
 street. Of any such "other gross receipts" as shall be de- 
 rived from the carriage of any express matter or mails, or 
 from advertisements in cars, only such proportion shall go 
 into such advertising and rental account as the mileage of its 
 or their carriage upon said Evanston Line shall bear to the 
 entire mileage of its or their carriage by the L Company. 
 
 Every payment to the St. Paul Company hereinbefore pro- 
 vided for shall be made in lawful money of the United States 
 to the Treasurer of the St. Paul Company, at his office in the
 
 40 
 
 City of Chicago, and shall be accompanied by such detailed 
 statements of receipts and disbursements during such pre- 
 ceding month, certified by the Secretary or Treasurer of the 
 L Company, as may be necessary or desirable for proper ac- 
 counting to the St. Paul Company under this agreement. 
 
 The books and accounts of the L Company, so far as they 
 shall relate to any such income or expenditure as aforesaid, 
 shall be open during usual business hours for the inspection 
 of the President of the St. Paul Company, or of any person 
 by him thereto authorized in writing. 
 
 ARTICLE VIII. 
 
 It is a further condition of this agreement, and of such 
 grant as aforesaid, that the L Company and the St. Paul 
 Company shall, and they hereby agree that they will at all 
 times after the execution and during the continuance of this 
 agreement, use their utmost endeavors to foster and increase 
 the business of carrying passengers upon said Evanston Line, 
 and shall not and will not build, acquire or lease any com- 
 peting line or enter into any traffic arrangement with any 
 other line, person or persons, copartnership, association or 
 corporation, east of the right of way of the Milwaukee Di- 
 vision of the Chicago and North- Western Railway Company 
 as now located, which may divert passenger business from 
 the said Evanston Line. 
 
 The L Company hereby further agrees that if at any time 
 during the term hereof the St. Paul Company shall be re- 
 quired by competent legal authority so to do, it may enter 
 upon said two existing main tracks and carry passengers in 
 accordance with the requirements of such authority upon any 
 part of its said Division between the Wilson Avenue station 
 of the L Company as now located and the present northern 
 terminus of said Evanston Line; and the revemae derived 
 therefrom shall, after deducting the cost of such carriage, be 
 added to and become part of said Joint Fund.
 
 41 
 
 ARTICLE IX. 
 
 It is a further condition of this agreement and of such 
 grant as aforesaid, that the L Company shall, and it hereby 
 agrees that it will at all times after it shall begin the opera- 
 tion of said Evanston Line, seasonably fulfill and satisfy 
 every condition of every deed or agreement conveying to the 
 Chicago & Evanston Railroad Company, or to the Chicago 
 & Lake Superior Railway Company, or to the Chicago, Ev- 
 anston & Lake Superior Railway Company or to the St. Paul 
 Company, any portion of or easement in or for the right of 
 way or station grounds of said Evanston Line, north of In- 
 cline Connection in so far as the same relate to the rights 
 obtained by the L Company hereunder, and thereby save the 
 St. Paul Company harmless from or on account of any breach 
 thereof. 
 
 The L Company shall and will at all times seasonably pay 
 out of said Joint Fund, and so satisfy and discharge, all and 
 all manner of risk and liability incident to, or which shall in 
 any manner grow out of, the operation of said Evanston Line, 
 and indemnify and save harmless the St. Paul Company of, 
 from and against all liability, damage, claim and demand 
 which shall in any manner arise out of such operation by the 
 L Company, as fully in all respects as if the said L Company 
 were sole owner, and in the exclusive control, possession and 
 use of the said Evanston Line and every part thereof. The 
 St. Paul Company shall, and it hereby agrees that it will, 
 assume the risk of all loss, damage and expense resulting 
 solely by reason of the operation of said Evanston Line for 
 freight traffic; except, however, such loss, damage or expense 
 thus resulting caused by collisions between freight and pas- 
 senger trains operated on said Line. If any action to enforce 
 any such liability, damages, claim or demand not above ex- 
 cepted, which shall arise out of operation by the L Company, 
 shall be brought against the St. Paul Company alone, or
 
 42 
 
 against both parties hereto, the L Company shall and will, 
 upon notice thereof in writing subscribed by any general offi- 
 cer of the St. Paul Company, promptly assume and conduct 
 the defense of such action, to the final conclusion thereof, and 
 by seasonable payment and satisfaction out of said Joint 
 Fund, including among other things all expenses and attor- 
 ney's fees in defending the same, wholly relieve the St. Paul 
 Company from all pecuniary consequence thereof. 
 
 A list of said deeds, leases and agreements referred to 
 herein, identified by the signatures of the respective Presi- 
 dents of the parties hereto, is hereto annexed. 
 
 ARTICLE X. 
 
 It being the express purpose of the parties hereto that 
 neither of them shall by reason of this agreement or the 
 preparation and outfitting of said line or any improvements 
 or further equipments, as hereinbefore provided, acquire or 
 claim any share or ownership in any property entering into 
 said Evanston Line, or used in the electric operation thereof, 
 which is now the sole property of the other party, or which 
 shall be hereafter contributed thereto at the sole expense of 
 such other party, it is hereby mutually agreed that upon any 
 termination of this agreement the L Company shall be en- 
 titled to remove from said Evanston Line, and shall and will 
 promptly remove therefrom, without unnecessary injury to 
 any property of the St. Paul Company, all and all kinds of 
 property by it theretofore thereto furnished at its own sole 
 cost, whether so furnished under and by virtue of the first 
 paragraph of Article IV hereof, or otherwise, and all re- 
 newals thereof then and there being ; and that the L Company 
 shall and will thereupon restore to the St. Paul Company 
 the exclusive possession of all said Evanston Line and of 
 all and all kinds of improvements, structures and property 
 then thereon, whether now part and parcel of said Line or
 
 43 
 
 hereafter added thereto either at the sole expense of the t. 
 Paul Company or by means of its funds provided pursuant 
 to Article VI hereof. Provided, however, that the Incline 
 Connection hereinbefore provided for may be removed by the 
 L Company from the property of the St. Paul Company, but 
 if so removed, the L Company shall repay to the St. Paul 
 Company the one-half advanced, or to be advanced by the St. 
 Paul Company as aforesaid. 
 
 The term incline or incline structure, or incline connection, 
 wherever used herein, shall be construed to mean the founda- 
 tions, and everything resting thereon except electrical equip- 
 ment. 
 
 ARTICLE XL 
 
 It is mutually understood and agreed by and between the 
 parties hereto that if any question shall at any time arise 
 concerning the construction of any part of this agreement, 
 or of any right or duty of either party hereunder, upon 
 which question the parties hereto cannot agree, such question 
 shall be submitted to the abitrament of three disinterested 
 persons, experienced in railway business, to be chosen, one by 
 each party hereto, and the third by the two so chosen ; that the 
 party desiring such arbitration shall select its arbitrator, giv- 
 ing written notice thereof to the other party, in such notice 
 stating precisely the matter or matters which it proposes to 
 bring before the arbitrators ; and only matters so stated shall 
 be by them considered or decided; that if the party so noti- 
 fied shall for ten days thereafter fail to notify the other party 
 the name of an arbitrator by it chosen, the arbitrator named 
 by the party so requiring arbitration may and shall name 
 and appoint an arbitrator on behalf of the party so in de- 
 fault, and the arbitrator named and appointed as lastly pro- 
 vided shall have the same power and authority as if named 
 and appointed by the party so failing to appoint. If the two
 
 44 
 
 arbitrators chosen in any manner aforesaid, shall be unable 
 to agree upon the third arbitrator, such third arbitrator may 
 be appointed by any person sitting as Judge of the Circuit 
 Court of the United States for the District in which Cook 
 County, Illinois, may be then located, and residing in said 
 district, upon ten (10) days' notice in writing of application 
 for such purpose. The arbitrators duly chosen in any manner 
 aforesaid shall immediately proceed to hear and determine 
 all matters in the written notice specified, and so submitted 
 to them, after giving to each party hereto not less than five 
 days' notice of the time and place of meeting; and shall, at 
 the time and place so appointed summarily proceed to hear 
 and decide the matters so specified, unless in their judgment 
 the hearing should be adjourned to a later day or days, of 
 which adjournment like notice shall be given, unless such 
 notice be waived in writing by both parties hereto, in which 
 case the hearing may proceed at an earlier date. The de- 
 termination of such arbitrators, or of a majority of them, as 
 to any matters so submitted to them, shall be made in writing 
 and shall be final and conclusive, and the parties hereto shall 
 and will abide by such determination and perform the re- 
 quirements and conditions thereof as if the same were made 
 a part of this Indenture. 
 
 ARTICLE XII. 
 
 The St. Paul Company further agrees that, except as here- 
 inbefore otherwise provided, the L Company shall, at all times 
 during said term, have the full and exclusive right to man- 
 age, use and control said two existing main tracks north of 
 said Incline Connection and the incline structure itself. The 
 rate of tolls and charges for transportation thereon, except 
 for freight, as well as the amount to be charged for all other 
 matters hereunder for which the L Company is authorized
 
 45 
 
 to use the premises, except for advertisements and other 
 station privileges, shall be regulated and determined as shall 
 from time to time be mutually agreed upon by the parties 
 hereto; and the L Company shall have, use, exercise and 
 enjoy all the rights, powers, authority, and all easements 
 and privileges now possessed by the St. Paul Company neces- 
 sary for the proper performance of this agreement by the L 
 Company as herein provided. 
 
 ARTICLE XIII. 
 
 In the event of the failure in law of any provision herein- 
 before contained, such steps shall be taken and such further 
 agreement or agreements shall be made, as shall be advised 
 by counsel to effectuate the purposes hereinbefore expressed. 
 
 If for any reason any provision hereinbefore contained be 
 held illegal or beyond the power of either party to contract, 
 such adjudication shall not affect the validity, obligation or 
 performance of any other provision hereof in itself valid, 
 unless such adjudication should destroy, or materially impair, 
 the right of either company to conduct the passenger or 
 freight business contemplated by this agreement. 
 
 The L Company will not, without the written consent of 
 the St. Paul Company, sell or in any manner assign or trans- 
 fer this contract, or any right or privilege under and by it 
 granted, or permit any person or persons, company or cor- 
 poration to share in any such right or privilege. This agree- 
 ment, however, shall attach to and run with the railways of 
 the respective parties during the term hereby granted, and be 
 binding upon and inure to the benefit of any railway company 
 hereafter owning or operating either of such railways. 
 
 IN WITNESS WHEREOF, the parties hereto have caused this 
 Agreement to be executed in their respective corporate
 
 46 
 
 names, by their duly authorized officers, and their respective 
 corporate seals to be hereto affixed, the day and year first 
 above written. 
 
 CHICAGO, MILWAUKEE & ST. PAUL RAILWAY COMPANY, 
 
 By A. J. EARLING, 
 
 President. 
 
 i '.' . 
 
 Attest : 
 
 T. C. SHERMAN, 
 [CORPORATE SEAL] Asst. Secretary. 
 
 NORTHWESTERN ELEVATED RAILROAD COMPANY, 
 
 By M. B. STARRING, 
 
 President. 
 
 Attest : 
 
 W. V. GRIFFIN, 
 
 [CORPORATE SEAL] Secretary.
 
 47 
 
 LIST OF DEEDS REFERRED TO IN THE FOREGOING AGREEMENT 
 IDENTIFIED AS SPECIFIED IN ARTICLE IX. 
 
 Peleg Hall et al. 
 
 to 
 Chicago & Evanston R. R. Co. 
 
 W. D. Dated Sept. 29, 1881. 
 Rec. Sept. 12, 1882, 1270/39. 
 Consideration 
 
 Deed No. 24G1. 
 
 .$1.00 
 
 Conveys : 
 
 A strip of land 60 feet in width running north and south through 1348%, 
 feet of east Fract. % of Sec. 5-40-14. 
 
 Conditions : 
 
 To be used for the construction and operation of a railway, and for no 
 other purpose whatever. 
 
 "Provided, however, that if the said party of the second part shall fail or 
 neglect to construct, equip and regularly operate by steam a railway running 
 thereon trains of passenger cars from and to the city of Chicago upon and 
 over the right of way hereby granted within one year from the date hereof 
 this deed shall be null and void and all rights under it shall cease." 
 
 Conditions as to time limit waived by instruments dated respectively 
 August 31, 1882, and January 26, 1883. 
 
 Wm. 8. Slater et al. 
 
 to 
 Chicago & Evanston R. R. Co. 
 
 W. D. Dated August 15, 1881. 
 
 Rec., Sep. 12, 1882, 1270/31. Deed No. 2469. 
 
 Consideration $1.00 
 
 Conveys : 
 
 A strip of land 60 feet in width running north and south through tract of 
 land being the south 1348% feet of that part of the east fract. % of Sec. 
 5-40-14, lying north of line parallel to & 2609 feet north of south line of said 
 east fract. y 2 of said Sec. Also, 60 feet wide across Lots 3, 6, 7 and 10, 
 Brown's Sub. of W % NE 14 8-40-14. 
 
 Conditions : 
 
 "And provided also that said party of the second part shall locate and 
 maintain a station at the street or road running E. and West immediately 
 north of said first described tract of land provided the parties of the first part 
 or the owners of the tract immediately north of said road shall donate and 
 convey to said 2nd party a parcel of land adjoining said street and having a 
 frontage of fifty feet upon said right of way, and a depth of fifty feet upon 
 which to locate such station, said party of the second part having right to 
 elect upon which side of said street and upon which side of the said right of 
 wa*y such station shall be located, but if the owners of the said tract north of 
 said street shall refuse to donate or convey to said second party said amount 
 of land for the purpose of such station then said station shall be located im- 
 mediately south of said street, upon land to be donated and conveyed by said 
 parties as aforesaid. Upon failure to so locate and construct ' said station 
 within one year from the date hereof this deed shall be null and void."
 
 Deed No. 2471. 
 
 Deed No. 2477. 
 
 48 
 
 John A. Adams and wife 
 
 to 
 Chicago c Evanston R. R. Co. 
 
 W. D. Dated Feb. 5, 1883. 
 Rec. March 22, 1S83, 1338/103. 
 Consideration $1.00 
 
 Conveys : 
 
 A strip of land 60 feet in width running north and south through the 277.1 
 feet of land north of and adjoining the south 2331.9 feet of the east Fr. % 
 of Sec. 5-40-14. 
 Conditions : 
 
 * * * "And provided further that if said party of the second part or 
 its successors shall cease to operate a railway across said strip of land all 
 rights that may be acquired under this deed shall revert to said party of the 
 first part." 
 
 Wm. C. Reynolds 
 
 to 
 Chicago & Evanston R. R. Co. 
 
 W. D. Dated Jan. 29, 1883. 
 Rec., Feb. 1, 1883, 1320/7. 
 Consideration . 
 
 .$1.00 
 
 Conveys : 
 
 A strip of land 60 feet in width, running north and south through the 
 south 689 feet of the east Fr. % of 5-40-14. 
 
 Conditions : 
 
 "And said Railroad Company covenants and agrees in consideration of this 
 conveyance and by the acceptance thereof, to locate, establish and maintain a 
 passenger station house at the junct. of its railway and the street running 
 along the south line of said Sec. 5 ; provided the site shall be donated to said 
 Company, and that said Company shall not be required to bear the expense of 
 building the said station house. 
 
 "Said Company further agrees that it will construct and maintain a proper 
 crossing at each street crossing upon said tract, owned by said Reynolds, that 
 may at any time be established across said right of way ; such crossings to be 
 kept open as required by law, and that said Company will not oppose the 
 opening of any new streets in said tract across said right of way where the 
 opening thereof is desired by said Reynolds, his heirs or assigns." 
 
 Is. D. Goodwin & Conrad Bristle } 
 Deed No. 2483. to 
 
 Chicago & Evanston Railroad Co. \ 
 
 W. D. Dated Nov. 8, 1884. 
 Rec., Mar. 9, 1885, 1576/452. 
 Consideration , 
 
 .$1.00 
 
 Conveys : 
 
 A strip of land 60 feet in width, running north and south through Block 
 2, Brown's Sub. in W % NE i/4 8-40-14. Also a lot of land adjoining said 
 right of way strip on the northeast corner thereof being 50 feet front on the 
 north side and running 133 feet in depth from the north line of said section, to 
 be used for a station house, and necessary approaches thereto. 
 
 * * * "For railway and station house and for no other purpose what- 
 ever." 
 
 Condition : 
 
 "And the acceptance of this deed shall be a covenant on the part of the 
 grantee to contribute and pay the sum of three hundred dollars ($300) toward 
 the cost of a station house, to be located and erected according to an agree- 
 ment made by and between the contiguous property owners upon said land."
 
 49 
 
 Laicrence Proudfoot and toi/e 
 
 to 
 Chicago & Evanston R. R. Co. 
 
 W. D. Dated Oct. 1, 1881. 
 Rec., Sep. 12, 1882, 1270-30. 
 Consideration 
 
 Deed No. 2494. 
 
 .$1.00 
 
 interest in Lot 1, 
 
 Conveys : 
 
 Right of way 60 feet in width across the Und. 
 Fussey & Finnemore's Sub'n' of SE *4 of 8-40-14. 
 
 Condition : 
 
 "The acceptance of this conveyance shall be deemed a covenant on the 
 part of the grantee that it and they and its successors, assigns and lessees, 
 shall comply with the laws and valid ordinances, of the Town of Lake View 
 which relate to or apply to the Chicago & Evanston Railroad Company, as well 
 those now in force as those that may be hereafter enacted." 
 
 John M. Gait and icife 
 
 to 
 Chicago & Evanston R. R. Co. 
 
 W. D. Dated Aug. 15, 1882. 
 Rec., Sep. 12, 1882, 1270-29. 
 Consideration . . .. , 
 
 Deed No. 2495. 
 
 .$1.00 
 
 interest of Lot 1, 
 
 Conveys : 
 
 Right of way 60 feet in width across the Und. 
 Fussey & Finnemore's Sub. of SE % of 8-40-14. 
 
 Conditions : 
 
 * * * "And if at any time the said party of the sec. part or its assigns 
 cease to operate a railroad over the said premises all rights under this convey- 
 ance shall cease and be at an end. 
 
 "The acceptance of this conveyance shall be deemed a covenant on the part 
 of the grantee and its successors, assigns and lessees, that it and they shall 
 comply with the laws and valid ordinances of the Town of Lake View which 
 relate to or apply to the Chicago & Evanston Railroad Company, as well those 
 now in force as those that may be hereafter enacted." 
 
 Azariah T. Gait and wife 
 
 to 
 Chicago & Evanston R. R. Co. 
 
 W. D. Dated Aug. 15, 1882. 
 
 Rec., Sep. 12, 1882, 1270-27. 
 
 Consideration 
 
 Deed No. 2496. 
 
 .$1.00 
 
 Conveys : 
 
 Right of way 60 feet in width across the undivided one-sixth interest of 
 Lot 1, Fussey & Finnemore's Sub. of the SE y of Sec. 8-40-14. 
 
 Conditions : 
 
 * * * "And if at any time the said party of the second part or as- 
 signs shall cease to operate a railroad over the said premises then all rights 
 under this conveyance shall cease and be at end. 
 
 "The acceptance of this conveyance shall be deemed a covenant on the part 
 of the grantee and its successors, assigns and lessees that it and they shall 
 comply with the laws and valid ordinances of the Town of Lake View which 
 relate to or apply to the Chicago & Evanston Railroad Company, as well those 
 now in force as those which may be hereafter enacted."
 
 50 
 
 Deed No. 2498. 
 
 Lawrence Proudftt and wife 
 
 to 
 Chicago & Evanston R. R. Co. 
 
 W. D. Dated Sep. 21, 1882. 
 
 Recorded March 22, 1883, 1338-104. 
 Consideration $1.00 
 
 interest of Lot 1, 
 
 Conveys : 
 
 Right of way 60 feet in width across the Und. 
 Fussey & Finnemore's Sub. of the SE 14 of 8-40-14. 
 
 Conditions : 
 
 * * * "And if at any time the said party of the second part or its as- 
 signs cease to operate a railroad over the said premises, then all the rights 
 under this conveyance shall cease and be at end. 
 
 "The acceptance of this conveyance shall be deemed a covenant on the part 
 of the grantee and its successors, assigns, and lessees that it and they shall 
 comply with the laws and valid ordinances of the Town of Lake View which 
 relate to or apply to the Chicago and Evanston Railroad Company, as well 
 those now in force as those that may be hereafter enacted." 
 
 W. C. Goudy and Geo. Chandler 
 Deed No. 2501. to 
 
 Chicago & Evanston R. R. Co. 
 
 W. D. Dated July 24, 1882. 
 Rec., Sept. 12, 1882, 1270-26. 
 Consideration 
 
 .$1.00 
 
 Conveys : 
 
 A strip 60 feet in width running north and south through Lot 2 of Fus- 
 sey & Finnemore's Sub. of SE. Frac. 14 of Sec. 8 and Lot 1 of Conarroe & 
 Colehour's Sub. of Lot 3, Fussey & Finnemore's Subdivision. 
 
 Condition : 
 
 "And provided also that the said party of the second part shall locate, 
 construct and maintain a station house at such place on said above described 
 lots of land or upon the lot next south thereof, as said parties of the first part 
 shall designate upon land to be donated or procured for that purpose by said 
 parties of the first part, to be of the cost or value of at least six hundred 
 dollars." 
 
 W. C. Goudy & Geo. Chandler 
 
 Deed No. 2509 , io A 
 
 Chicago & Evanston R. R. Co. 
 
 Q. C. D. Dated May 15, 1884. 
 Rec., May 20, 1884, 1490/90. 
 Consideration 
 
 .$300 
 
 Conveys : 
 
 Lot 14, Block 8, Argyle, in Lake View, 
 of passenger depot or station house. 
 
 For construction and maintenance 
 
 Northwestern University 
 Deed No. 2905. to 
 
 Chicago & Evanston R. R. Co. 
 
 W. D. Dated Feb. 4, 1889. 
 Rec., Mar. 20, 1889, 2527/94. 
 Con. 1.00 Etc. 
 
 Conveys : 
 
 Right of way 100 feet wide being 30 feet on west and 70 feet on east of 
 center of Ry. across part of Lot 9, Assessor's Sub. of SW % 7-41-14, also 
 right of way 60 feet wide across Blocks 15 and 18, University Sub. of part of 
 Geo. Smith's Sub. of part of South Sec. of Ouilmette Reservation. 
 
 Condition : 
 
 "The aforesaid grant, conveyance and covenants are made upon the express 
 condition however that neither the party of the second part, nor its successors, 
 lessees, or assigns shall allow, suffer or permit any intoxicating drink or drinks
 
 51 
 
 to be manufactured, sold, or given away upon said premises, nor any gambling 
 to be carried on, nor any house or other place of lewd or immoral practices 
 thereupon ; and also, that said land shall only be used for railway right of 
 way and depot purposes by said second party, its successors, lessees and as- 
 signs ; and also, that the passenger station now established upon said land, at 
 or near Noyes Street, shall be forever maintained as a regular passenger sta- 
 tion, in charge of a regular station agent, and at which all local suburban 
 passenger trains shall stop for the accommodation of passengers, and any 
 violation of the above conditions or either of them, shall absolutely divest said 
 party of the second part, its successors, lessees and assigns of the estate 
 hereby granted, and the same shall, ipso facto, revert to and revest in the 
 party of the first part and its assigns, as fully and completely as if the afore- 
 said grant and covenants had never been made, and all covenants of said party 
 of the first part shall thereupon cease and determine; and the consideration 
 paid hereon shall be absolutely forfeited to said party of the first part." 
 
 Northwestern University 
 
 to 
 CM., Evanston & L. Sup. Ry. Co. 
 
 W. D. Dated Dec. 19, 1887. 
 Rec., Jan. 24, 1888, 2075/613. 
 
 Consideration $23,000 
 
 Description : 
 
 The east 100 feet of Lots 1, 2, 3, 4, 5 and 6 in Block 18, and the east 
 100 feet of Lots 1, 2, 3, 4, 5, in Block 7, and the east 60 feet of Lot 7 in Block 
 6, all in the Village of Evanston. 
 
 Condition : 
 
 "The aforesaid grant, conveyance and covenants are made upon the express 
 condition however that neither the party of the second part nor its assigns 
 shall allow, suffer or permit any intoxicating drink or drinks to be manu- 
 factured, sold or given away, upon said premises, nor any gambling to be 
 carried on nor any house or other place of lewd or immoral practices there- 
 upon ; and any violation of the above conditions, or either of them, shall abso- 
 lutely divest said party of the second part and assigns of the estate hereby 
 granted, and the same shall, ipso facto, revert and revest in the party of 
 the first part and its assigns, as fully and completely as if aforesaid grant 
 and covenants had never been made, and all the covenants of said party of 
 the first part shall thereupon cease and determine ; and the consideration paid 
 hereon shall be absolutely forfeited to the said party of the first part. It is 
 also agreed by and between the parties aforesaid for themselves their suc- 
 cessors and assigns that if at any time after the construction of grantee's rail- 
 road the premises herein described shall cease to be used for railroad pur- 
 poses then and in that case the title to the same shall revert to, and vest in the 
 party of the first part." 
 
 Deed No. 2946. 
 
 Olive T. Fletcher 
 
 to 
 Chi., Evanston & L. Sup. Ry. Co. 
 
 W. D. Dated Apr. 20, 1886. 
 
 Rec., Apr. 24, 1886, 1787-263. Deed No. 2970. 
 
 Consideration $3,000 
 
 Conveys : 
 
 A portion of the north 113 feet of the south 226 feet of Block 39, Evanston. 
 (Dempster Street Station.) 
 
 Conditions : 
 
 "A strip of land at least 8 feet in width off the easterly side of the strip 
 of land hereby conveyed shall be dedicated for and kept open to the public 
 for the purposes of a public alley." 
 
 * * * "Save any damage arising from careless construction and opera- 
 tion."
 
 Deed No. 2974. 
 
 Deed No. 2998. 
 
 Deed No. 3000. 
 
 52 
 
 Wm. P. Kimball & wife 
 
 to 
 Chi., Ev. d Lake Sup. Ry. Co. 
 
 W. D. Dated Feb. 27, 1886. 
 Rec., Apr. 8, 1886, 1780, 299. 
 
 Consideration 
 
 .$2,700 
 
 Conveys : 
 
 West 80 feet of south 113 feet of Block 39, Village of Evanston. Also 
 part of Lots 4, 5 and 6 in Re-Sub, of north 175 ft. of Block 1, Snyder's Addi- 
 tion. 
 
 Condition : 
 
 "The said grantee in consideration of this conveyance to them hereby 
 covenants and agrees to keep open to the public a driveway for carriages and 
 wagons at least 8 feet in width over and across the easterly side of said prem- 
 ises herein conveyed." 
 
 CJiauncey C. Kestol 
 
 to 
 Chi., Evanston & L. Sup. Ry. Co. 
 
 W. D. Dated Mar. 31, 1886. 
 Rec., Apr. 27, 1886, 1753-383. 
 Consideration $900.00 
 
 Conveys : 
 
 Part of Lot 7, Subdivision by O. Huse et al., of Block 52 of Evanston. 
 
 Condition : 
 
 "A strip of land ten feet in width easterly and westerly along the easterly 
 side and to be taken from the tract of land herein described to be used as a 
 public alley." 
 
 Margaret Hurlbutt & husband 
 
 to 
 Chi., Evanston & L. Slip. Ry. Co 
 
 .1 
 
 W. D. Dated Mar. 10, 1886. 
 Rec., Mar. 20, 1886, 1789-196. 
 Consideration $1,000.00 
 
 Conveys : 
 
 Part of Lot 8 in Subdivision of Block 52, of Evanston. 
 
 Condition : 
 
 "The easterly 10 feet in width strip of the 40 feet in width strip hereby 
 conveyed shall be dedicated by the grantee herein for the purposes of an 
 alley for the use of the public and is hereby dedicated for that purpose." 
 
 Deed No. 3002. 
 
 Solomon Whitehouse and tvife 
 
 to 
 Chi., Evanston & L. Sup. Ry. Co. 
 
 W. D. Dated Apr. 2, 1886. 
 Rec., May 5, 1886, 1789-170. 
 Consideration $1,050.00 
 
 Conveys : 
 
 Part of Lot 9 in Sub. by O. Huse et al., Block 52 Evanston. 
 
 Condition : 
 
 "Said party of the second part hereby agrees to dedicate as and for 
 a public alley a strip ten feet in width off the easterly side of said conveyed 
 premises and to allow to said party of the 1st part his heirs and assigns owner 
 and owners of the residue of said L. 9 a right of way for alley purposes over 
 said ten feet until such dedication and legal acceptance thereof by the proper 
 authorities.
 
 53 
 
 W. D. Dated Apr. 12, 188G. 
 Rec., Apr. 19, 1886, 1782-484. 
 Consideration $1,300.00 
 
 Mr. Theodore Butler ) W. D. Dated Anr. 12. 188G. Deed No. 3005. 
 
 to 
 Chi., Evanston cC- L. Sup. Ry. Co. 
 
 Conveys : 
 
 Part of Lot 10, Block 52, Evanston. 
 
 Condition : 
 
 "A strip ten feet in width off the easterly side of the strip hereby con- 
 veyed shall be kept open to the public for the use & purpose of a public, 
 alley." 
 
 Nancy Bailey (ividow) 
 
 to 
 Chi., Evanston & L. Sup. Ry. Co 
 
 .1 
 
 W. D. Dated May G, 1892. 
 Rec'd May 6, 1892, 3874, 413. 
 Consideration $500.00 
 
 Conveys : 
 
 All that part of Lot 6 of Langworthy's Sub. of part Blk. 64 of the Village 
 of Evanston which lies south and west of a line drawn from a point in the 
 south line of said Lot 6 which is 20 ft E. of the south west corner thereof to a 
 point in the west line of said Lot 6 which is 40 feet north of the southwest 
 corner thereof. 
 
 Condition : 
 
 "Upon condition, however, that said property shall be used only for a 
 public highway to and from the alley running east and west through said 
 Block 64." 
 
 Deed No. 3014. 
 
 Nicholas Marsh and ivife 
 
 to 
 Chi., Evanston & L. Sup. Ry. Co. 
 
 W. D. Dated Mar. 27, 1886. 
 Rec'd. Mar. 29, 1886, 1754-608. 
 Consideration $3,500.00 
 
 Conveys : 
 
 Commencing on north line of south 25 acres of north 50 acres of 94% 
 acre tract (S y 2 E. 32 rods NW % & Sy 2 NE. Fr. % 19-41-14) 60 feet east 
 of east line of R. of W. C. & N. W. Ry ; thence south on line parallel to 
 R. W. to point 50 feet north of south line of said south 25 acres, thence west 
 to east line R. of W ; thence north on east line R.W. to north line of said south 
 25 acres ; thence east to beginning. 
 
 Condition : 
 
 "Said railway Company shall put down and maintain a suitable farm 
 crossing with gates at such point as may be selected by the grantors herein 
 over its railroad tracks to be laid on the strip conveyed." 
 
 Deed No. 3112.
 
 54 
 
 Deed No. 3267. 
 
 Deed No. 3283. 
 
 Samuel B. & Horace O. Chase ) 
 
 to \ 
 
 Chi., Evanston & L. Sup. Ry. Co. ) 
 
 W. D. Dated Apr. 11, 1883. 
 Rec'd. June 18, 1883, 1313/548. 
 Consideration $10 
 
 Conveys : 
 
 A strip 60 feet in width over SW !/4 south of old Indian boundary line of 
 Sec. 29-41-14. 
 
 Condition : 
 
 "If said party of the second part shall fail to keep up and maintain such 
 station for the period of five years from and after it shall be established then 
 these presents shall be null & void. Fifth. Said grantors for themselves, their 
 heirs and assigns reserve the right from time to time to lay out, open and 
 use streets and roads across said right of way, the same to be located at 
 reasonable distances one from another and to be of such character and width 
 as will be proper in making reasonable subdivisions of said Quarter Sec- 
 tion, for use or sale in small parcels, and said party of the second part 
 agrees to allow the laying out, opening and using of such streets without 
 charge, let or hindrance such use however to be of the same character and 
 to the same extent as that of ordinary public streets and highways in said 
 town crossing right of way of said Company elsewhere." 
 
 Frederick Bristle 
 
 to 
 CM., Evanston d L. Sup. Ry. Co 
 
 .1 
 
 W. D. Dated June 4, 1883. 
 Rec'd. May 9, 1884, 1376/630. 
 Consideration $1,000.00 
 
 Conveys : 
 
 A strip of land 60 feet in width over that part of S. E. Fr. ^4 (N. of In- 
 dian Boundary line) of Sec. 30-41-14. 
 
 Condition : 
 
 This conveyance is given upon the express condition that the grantee 
 shall locate and construct a passenger depot upon its route not further from 
 the property hereby conveyed than 200 feet east of the east line of said Section 
 30, when said railroad is constructed." 
 
 Deed No. 3296. 
 
 Chicago & Northwestern Ry. Co. 
 
 to 
 Chicago & Evanston Ry. Co. 
 
 Agrt. and Easement Deed Feb. 5, 1884. 
 Rec. April 17, 1886, 1795-252. 
 
 Consideration $625 and conditions. 
 
 Conveys : 
 
 Right to use a strip of land 24 feet wide across south 665 feet of N. 
 y 2 NE % 30-41-14 with joint use of station buildings. 
 
 Condition : 
 
 "In consideration of above second party agrees not to cross the railway 
 of the first party between the City of Chicago and Evanston Station, and that 
 it will pay second party one-half the cost of the station building at Calvary 
 Station, and after such payment, the station has to be occupied and main- 
 tained as a joint station, each party bearing one-half the expense."
 
 55 
 
 Charles H. Morse and wife 
 
 to 
 Chicago & Evanston R. R. Co. 
 
 Q. C. D. Dated June 11, 1885. 
 Rec'd June 13, 1885, 1667/148. 
 Consideration $1.00 
 
 Conveys : 
 
 East 25 feet of Lot 18, Block 30, Village of Rogers Park. 
 
 Condition : 
 
 "The above property is conveyed for street and covered platform purposes 
 only. It being understood as a consideration of this deed that no railroad 
 tracks are to be laid upon said piece of land thus conveyed." 
 
 Deed No. 3325. 
 
 Hubbard Latham ) 
 
 to [ 
 
 C., Evanston & Lake Sup. Ry. Co. ) 
 
 W. D. Dated Mar. 18, 1897. 
 Rec'd Mar. 18, 1897, 5961/398. 
 Consideration $489.21 
 
 Deed No. 3590. 
 
 Conveys : 
 
 All of Lots 1 and 2 and that part of Lots 3 and 4 Block 3 of Hill & 
 Latham's Sub. of N. 256 feet of Lots 29, 30 and 31 of S. Sec. Ouilmette Res. 
 lying east of a line 30 feet westerly and parallel to center line between Main 
 and 2nd Main Tracks. 
 
 Conditions : 
 
 "This deed is given upon condition that the said grantee, its Lessees, 
 successors and assigns shall forever maintain and use the said premises herein 
 conveyed for depot purposes. In case of the failure of said grantee, its 
 lessees, successors or assigns to use said premises for depot purposes at any 
 time, this deed shall be and become null and void and the premises herein de- 
 scribed shall thereby revert to the grantors hereof, their heirs, representa- 
 tives or assigns, who may thereupon possess the same as in their first and 
 former estate situated in the Village of Ouilmette, in the County of Cook 
 in the State of Illinois hereby releasing and waiving all rights under and by 
 virtue of the Homestead Exemption Laws of this State. 
 
 "Subject however to the general taxes levied for the year 1896, and the 
 fifth installments of special assessments numbered 3, 4, 5, and special assess- 
 ments numbered 7 and 8, all of the Village of Wilmette, Cook County." 
 
 For identification : 
 
 By A. J. EARUNG, 
 
 President Chicago Milwaukee & St. Paul Railway Company. 
 
 By M. B. STARRING, 
 
 President Northwestern Elevated Railroad Company.
 
 56 
 
 EXHIBIT "B." 
 
 THIS AGREEMENT, made and entered into this Twenty- 
 second day of August, A. D. Nineteen Hundred and Seven. 
 by and between the CHICAGO, MILWAUKEE & ST. PAUL RAIL- 
 WAY COMPANY, hereinafter called the "St. Paul Company," 
 and the NORTHWESTERN ELEVATED RAILROAD COMPANY, here- 
 inafter called the "L Company"; WITNESSETH: 
 WHEREAS, under and by the terms of a certain agreement 
 in writing, entered into between the parties hereto on the 22nd 
 day of August, A. D. 1907, the St. Paul Company let the L 
 Company into the joint use of a portion of the right of way 
 of the St. Paul Company, in said agreement denominated 
 "Evanston Line"; and 
 
 WHEREAS, for the purpose hereof it is agreed that during 
 the year 1906 the St. Paul Company paid the sum of Three 
 Thousand Three Hundred and Sixty (3,360) Dollars, as taxes 
 on account of the freight business operated on said Line ; 
 
 Now THEREFORE, in consideration of said agreement of 
 August 22nd, 1907, and the covenants and agreements herein 
 contained, the said companies do hereby respectively covenant 
 and agree, as and for a supplement to 'the aforesaid agree- 
 ment, as follows: 
 
 FIRST. That the St. Paul Company shall continue to pay 
 as taxes on account of said freight business, the said sum 
 of Three Thousand Three Hundred and Sixty (3,360) Dol- 
 lars per annum, so long, during the term of said agreement 
 of August 22nd, 1907, as the earnings derived from said 
 freight business shall remain the same as during the year 
 1906. That the percentage of any increase or decrease in 
 such earnings during said term, shall be added to or de- 
 ducted from said sum. That the balance of all taxes and as- 
 sessments on said Line shall be paid by the L Company out 
 of the Joint Fund in said agreement provided for.
 
 57 
 
 SECOND. That the amount of all license fees imposed by 
 the City of Chicago against the cars of said L Company, oper- 
 ated upon said line, shall be divided upon a mileage basis, and 
 such proportion thereof paid out of said Joint Fund as the 
 number of car miles run upon said Line, within the City of 
 Chicago, bears to the total number of car miles run by any 
 such car at the time such license fee is imposed. That should 
 the manner of assessing railroad property for taxation in 
 the State of Illinois, be changed during the term of said agree- 
 ment of August, 1907, the manner of division herein specified 
 may be so changed as shall, by mutual agreement of the par- 
 ties, or by the findings of the arbitrators, be determined. 
 
 This agreement shall take effect on the date hereof and 
 remain in force and binding upon the parties hereto, their 
 successors and assigns during the term of said agreement 
 of August 22nd, 1907. 
 
 IN WITNESS WHEREOF the parties hereto have caused this 
 agreement to be executed in their respective corporate names, 
 by their duly authorized officers, and their respective cor- 
 porate seals to be hereto affixed the day and year first above 
 written. 
 
 CHICAGO, MILWAUKEE & ST. PAUL RAILWAY COMPANY, 
 
 By A. J. EARLING (Sgd), 
 
 President. 
 Attest : 
 (Sgd) T. C. SHERMAN, 
 
 Ass't. Secretary. 
 
 NORTHWESTERN ELEVATED RAILROAD COMPANY, 
 
 By (Sgd) M. B. STARRING, 
 
 President. 
 Attest : 
 (Sgd) W. V. GRIFFIN, 
 
 Secretary.
 
 EXHIBIT B 
 
 (To agreement between C. N. S. & M. R. R. and N. W. E. 
 R. R. Co.) 
 
 Made this 31st day of March, A. D. 
 1919, by and between the CHICAGO, MILWAUKEE & 
 ST. PAUL RAILWAY COMPANY, hereinafter called 
 the "St. Paul Company," and the NORTHWESTERN 
 ELEVATED RAILROAD COMPANY, hereinafter called 
 the "L Company," WITNESSETH: 
 
 WHEREAS, the parties hereto, on the 22nd day of August, 
 1907, entered into a certain agreement, in writing, concerning 
 the operation of a portion of the Evanston Division of the 
 St. Paul Company, and, on the same day, entered into a cer- 
 tain other agreement, supplemental to the above mentioned 
 agreement, pertaining to the payment of taxes upon said 
 portion of said Evanston Division; and 
 
 WHEREAS, the St. Paul Company has this day leased to the 
 Chicago North Shore and Milwaukee Railroad, hereinafter 
 called the " North Shore Company," substantially the same 
 portion of the said Evanston Division, subject to the use 
 thereof by the "L" Company as provided in said agreement of 
 August 22, 1907, and has assigned to the North Shore Com- 
 pany all moneys, rents, profits, payments and benefits which, 
 during the term of said lease, shall accrue and become pay- 
 able to it under said two agreements of August 22, 1907 ; and 
 WHEREAS, said lease was entered into by the St. Paul Com- 
 pany with the consent and at the request of the "L" Company 
 on the express agreement by the "L" Company that it would 
 guarantee, in writing, the prompt payment by the North 
 Shore Company to the St. Paul Company of the rental and 
 compensation specified in said lease, and the performance by 
 the North Shore Company of all its covenants and agreements 
 in said lease contained; and 
 
 WHEREAS, the "L" Company has entered into an agreement 
 with the North Shore Company by which the "L" Company 
 will have and enjoy substantial rights and benefits in the
 
 property leased as aforesaid to the North Shore Company not 
 now possessed or enjoyed by the "L" Company under said 
 agreement of August 22, 1907 : 
 
 Now, THEREFORE, in consideration of the premises and of 
 the making of said lease by the St. Paul Company to the North 
 Shore Company, and of the benefits therefrom to accrue to 
 the "L" Company, the "L" Company for itself, its successors 
 and assigns, guarantees the prompt and full payment by or 
 for the North Shore Company to the St. Paul Company of 
 the rental reserved and compensation specified in said lease, 
 and the performance by the North Shore Company of all 
 of its covenants and agreements in said lease contained at 
 the times and in the manner therein specified. 
 
 If the North Shore Company shall make default in any 
 of its payments, or in the performance of any of its other 
 covenants and agreements under said lease, and its rights 
 thereunder declared forfeited as in Article VII of said lease 
 provided, the said agreement of August 22nd, 1907, as it exists 
 on the date of said lease, shall be fully restored and there- 
 after continued until its expiration, unless otherwise agreed 
 by the Lessor and the "L" Company; but notwithstanding 
 such restoration the "L" Company shall continue to be liable 
 to the St. Paul Company as provided for in the preceding 
 paragraph. 
 
 The assignment by the St. Paul Company of the said mon- 
 eys, rents, profits, payments and benefits under said two 
 agreements of August 22, 1907, shall not in any way affect the 
 rights, duties and obligations of either of the parties hereto, 
 arising or accruing under said two agreements of August 
 22, 1907, prior to the beginning of the term of said lease to 
 the North Shore Company, but the U L" Company shall be 
 under no obligation to pay to the St. Paul Company any inter- 
 est on the cost of track elevation accruing subsequent to the
 
 first day of the term of said lease, unless said lease shall be 
 forfeited and terminated. 
 
 This agreement is made subject to the approval of the Pub- 
 lic Utilities Commission, of Illinois. 
 
 IN WITNESS WHEREOF, the parties hereto have caused this 
 agreement to be executed in duplicate by their proper officers 
 thereunto duly authorized, the day and year first above writ- 
 ten. 
 
 CHICAGO, MILWAUKEE & ST. PAUL KAILWAY COMPANY, 
 
 By R. M. CALKINS, 
 (CORPORATE SEAL) President. 
 
 Attest : 
 
 E. W. ADAMS, 
 
 Secretary. 
 
 NORTHWESTERN ELEVATED RAILROAD COMPANY, 
 
 By BRITTON I. BUDD, 
 (CORPORATE SEAL) President. 
 
 Attest: 
 
 WILLIAM F. HOLTZ, 
 
 Assistant Secretary.
 
 STATE OF ILLINOIS. 
 COUNTY OF COOK 
 
 On this 30th day of April, A. D. 1919, before me 
 a Notary Public, within and for the County of Cook 
 and State of Illinois, personally appeared R. M. Calkins, to 
 me known to be the President of the Chicago, Milwaukee and 
 St. Paul Railway Company, and the identical person whose 
 name is subscribed to the foregoing Agreement as such Presi- 
 dent, and acknowledged the execution of said Agreement as the 
 voluntary act and deed of the said Chicago, Milwaukee and St. 
 Paul Railway Company by him as such officer voluntarily exe- 
 cuted ; and that the seal affixed to said Agreement is the corpo- 
 rate seal of said corporation. 
 
 Given under my hand and Notarial Seal this 30th day of 
 April, A. D. 1919. 
 
 W. D. MlLLARD, 
 
 (NOTARIAL SEAL) Notary Public in and for said County. 
 
 My commission expires May 10, 1920.
 
 STATE OF ILLINOIS, 
 COUNTY OF COOK 
 
 On this 16th day of April, A. D. 1919, before me 
 a Notary Public, within and for the County of Cook 
 and State of Illinois, personally appeared Britton I. Budd, to 
 me known to be the President of the Northwestern Elevated 
 Railroad Company, and the identical person whose name is 
 subscribed to the foregoing Agreement as such President, and 
 acknowledged the execution of said Agreement as the volun- 
 tary act and deed of the said Northwestern Elevated Railroad 
 Company by him as such officer voluntarily executed ; and that 
 the seal affixed to said Agreement is the corporate seal of said 
 corporation. 
 
 Given under my hand and Notarial Seal this 16th day of 
 April, A. D. 1919. 
 
 AMBROSE RYAN, 
 (NOTARIAL SEAL) Notary Public in and for said County. 
 
 My commission expires June, 1919.
 
 MEMORANDUM OF AGREEMENT between NORTH- 
 WESTERN ELEVATED RAILROAD COMPANY, here- 
 inafter called the "Northwestern Company," party of 
 the first part, and THE METROPOLITAN WEST SIDE 
 ELEVATED RAILWAY COMPANY, the SOUTH SIDE 
 ELEVATED RAILROAD COMPANY, and SAMUEL 
 INSULL as Eeceiver of the CHICAGO AND OAK PARK 
 ELEVATED RAILROAD COMPANY (hereinafter called 
 the "Receiver"), parties of the second part (all of said 
 parties of the second part are hereinafter collectively 
 called the "Elevated Companies"), 
 
 WlTNESSETH : 
 
 WHEREAS, the Northwestern Company, in the annexed and 
 foregoing agreement (hereinafter referred to as the "North 
 Shore Agreement") between it and the Chicago North Shore 
 and Milwaukee Eailroad (hereinafter called the "North Shore 
 Company"), has granted to the North Shore Company the 
 right to operate its cars and trains upon and over that cer- 
 tain elevated railroad in said North Shore Agreement de- 
 scribed as the "Union Loop"; and 
 
 WHEREAS, the Northwestern Company is the owner of said 
 Union Loop and is a cotenant thereof and is operating the 
 same in common with the Elevated Companies under and pur- 
 suant to the terms of a certain lease (hereinafter referred to 
 as the "Loop Lease") from the Union Elevated Railroad 
 Company to the Northwestern Company and to the prede- 
 cessors of the Elevated Companies, dated October 1, 1897 ; and 
 
 WHEREAS, one of the provisions of the Loop Lease is as 
 follows : 
 
 "The said Lessor hereby agrees that no trains or cars 
 except those operated by or belonging to the said lessees 
 herein shall be run or operated upon the said loop ele- 
 vated railroad"; and 
 
 WHEREAS, the said grant by the Northwestern Company to 
 the North Shore Company was predicated upon the consent
 
 thereto of all the present tenants of the Union Loop under 
 the Loop Lease being obtained; and 
 
 WHEREAS, the Northwestern Company and the Elevated 
 Companies are the sole and only tenants operating the Union 
 Loop under the Loop Lease, and are willing to assent to said 
 grant to the North Shore Company upon the terms and condi 
 tions hereinafter set forth: 
 
 Now, THEREFORE, in consideration of the premises and of 
 the covenants and agreements hereinafter contained, it is 
 mutually agreed as follows: 
 
 First. The consent of all the aforesaid tenants of the 
 Union Loop is hereby given to the said grant by the North- 
 western Company to the North Shore Company of the rights 
 and privileges in and upon the Union Loop as contained in 
 and limited by the terms of the North Shore Agreement. 
 
 Second. The foregoing consent is upon the following ex- 
 press conditions, viz.: 
 
 (a) The said grant shall not be enlarged at any time 
 without the express consent thereto in writing of all the 
 then tenants of the Union Loop. 
 
 (b) The provisions of paragraph Eighth of the Loop 
 Lease shall apply to the operation of the cars and trains 
 of the North Shore Company on the Union Loop, but such 
 cars and trains shall be considered the cars and trains of 
 the Northwestern Company in determining the respec- 
 tive duties and obligations of the tenants of the Union 
 Loop inter se under said paragraph Eighth; and the pro- 
 portionate share, according to car mileage made by the 
 cars of the North Shore Company on the Union Loop, 
 of the rental paid by the North Shore Company to the 
 Northwestern Company under the North Shore Agree- 
 ment shall be added to the rental paid or which would 
 be payable by the Northwestern Company as a tenant 
 under the Loop Lease in determining its proportionate 
 share of the amount of damages payable under said 
 paragraph Eighth. 
 
 (c) The North Shore Company shall and the North- 
 western Company agrees and guarantees that it will at 
 all times observe all such rules and regulations govern-
 
 ing the use of the Union Loop and the operation of trains 
 over the same by the tenants thereof, as may be ap- 
 plicable to the North Shore Company's operation. 
 
 (d) The North Shore Company shall not have any 
 voice or power in the management of the Union Loop. 
 
 IN WITNESS WHEREOF, the parties hereto have duly executed 
 this agreement contemporaneously with the execution of the 
 North Shore Agreement. 
 
 NORTHWESTERN ELEVATED RAILROAD COMPANY, 
 
 By BRITTON I, BUDD, 
 (CORPORATE SEAT,) President. 
 
 Attest : 
 
 WILLIAM V. GRIFFIN, 
 
 Secretary. 
 
 THE METROPOLITAN WEST SIDE ELEVATED RAILWAY 
 COMPANY, 
 
 By BRITTON I. BUDD, 
 (CORPORATE SEAL) President. 
 
 Attest : 
 
 WILLIAM V. GRIFFIN, 
 
 Secretary. 
 
 SOUTH SIDE ELEVATED RAILROAD COMPANY, 
 
 By BRITTON I. BUDD, 
 (CORPORATE SEAL) President. 
 
 Attest : 
 
 WILLIAM V. GRIFFIN, 
 
 Secretary. 
 
 SAMUEL INSULL (SEAL) 
 
 As Receiver of the Chicago and Oak Park 
 Elevated Railroad Company.
 
 STATE or ILLINOIS, } 
 COUNTY OF COOK. [ *" 
 
 I, Ambrose Ryan, a Notary Public in and for the County 
 and State aforesaid, DO HEEEBY CERTIFY that Britton I. 
 Budd, President, and William V. Griffin, Secretary, of 
 Northwestern Elevated Kailroad Company, personally known 
 to me to be such President and Secretary, respectively, and 
 to be the same persons who executed the foregoing instru- 
 ment, appeared before me this day in person and acknowl- 
 edged that they signed the foregoing instrument and caused 
 the corporate seal of said Company to be affixed thereto, as 
 their free and voluntary act, and as their free and voluntary 
 act as such President and Secretary, respectively, for the 
 uses and purposes therein set forth. 
 
 GIVEN under my hand and Notarial Seal, this 5th day of 
 May, A. D. 1919. 
 
 AMBROSE RYAN, 
 (NOTARIAL SEAL) Notary Public
 
 STATE OF ILLINOIS, ^ 
 COUNTY OF COOK. 
 
 I, Ambrose Kyan, a Notary Public in and for the County 
 and State aforesaid, DO HEREBY CERTIFY that Britton I. 
 Budd, President, and William V. Griffin, Secretary, of 
 The Metropolitan West Side Elevated Kailway Company, 
 personally known to me to be such President and Secretary, 
 respectively, and to be the same persons who executed the 
 foregoing instrument, appeared before me this day in per- 
 son and acknowledged that they signed the foregoing instru- 
 ment and caused the corporate seal of said Company to be 
 affixed thereto, as their free and voluntary act, and as their 
 free and voluntary act as such President and Secretary, re- 
 spectively, for the uses and purposes therein set forth. 
 
 GIVEN under my hand and Notarial Seal, this 5th day of 
 May, A. D. 1919. 
 
 AMBROSE RYAN, 
 (NOTARIAL SEAL) Notary Public.
 
 STATE or ILLINOIS, 
 COUNTY OF COOK. 
 
 I, Ambrose Ryan, a Notary Public in and for the County 
 and State aforesaid, DO HEREBY CERTIFY that Britton I. 
 Budd, President, and William V. Griffin, Secretary, of 
 South Side Elevated Railroad Company, personally known 
 to me to be such President and Secretary, respectively, and 
 to be the same persons who executed the foregoing instru- 
 ment, appeared before me this day in person and acknowl- 
 edged that they signed the foregoing instrument and caused 
 the corporate seal of said Company to be affixed thereto, as 
 their free and voluntary- act, and as their free and voluntary 
 act as such President and Secretary, respectively, for the 
 uses and purposes therein set forth. 
 
 GIVEN under my hand and Notarial Seal, this 5th day of 
 May, A. D. 1919. 
 
 AMBROSE RYAN, 
 (NOTARIAL, SEAL) Notary Public.
 
 STATE or ILLINOIS, | gg 
 COUNTY OF COOK. \ 
 
 I, Edward J. Doyle, a Notary Public in and for said County, 
 in the State aforesaid, DO HEREBY CERTIFY that Samuel Insull, 
 as Receiver of the Chicago and Oak Park Elevated 
 Railroad Company, personally known to me to be the 
 same person whose name is subscribed to the foregoing in- 
 strument, appeared before me this day in person and ac- 
 knowledged that he signed the said instrument as his free 
 and voluntary act, as such Receiver, for the uses and pur- 
 poses therein set forth. 
 
 GIVEN under my hand and Notarial Seal, this 31st day of 
 March, A. D. 1919. 
 
 EDWARD J. DOYLE, 
 (NOTARIAL SEAL) Notary Public.
 
 MEMORANDUM OF AGREEMENT between SOUTH SIDE 
 ELEVATED RAILROAD COMPANY, a railroad corpo- 
 ration of Illinois, hereinafter called the ' ' South Side Com- 
 pany," and NORTHWESTERN ELEVATED RAIL- 
 ROAD COMPANY, a railroad corporation of Illinois, 
 hereinafter called the "Northwestern Company," 
 
 WlTNESSETH I 
 
 WHEREAS, the Northwestern Company, in the annexed and 
 foregoing agreement (hereinafter referred to as the " North 
 Shore Agreement") between it and the Chicago North Shore 
 and Milwaukee Eailroad (hereinafter called the "North Shore 
 Company") has granted to the North Shore Company the 
 right to operate its cars and trains over that portion of the 
 South Side Company's tracks in said North Shore Agree- 
 ment described and defined as "South Side Terminal," and 
 said grant to become effective requires the consent of the 
 South Side Company; 
 
 Now, THEREFORE, in consideration of the agreements here- 
 inafter contained on the part of the Northwestern Company 
 to be kept and performed, the South Side Company hereby 
 consents to the grant by the Northwestern Company to the 
 North Shore Company of the right to operate its cars and 
 trains upon and over said South Side Terminal upon the 
 terms and conditions in said North Shore Agreement con- 
 tained, and for such operation will keep and maintain the 
 said South Side Terminal in good operating order and re- 
 pair. 
 
 IT Is AGREED, and the Northwestern Company guarantees, 
 that as between the S'outh Side Company and the North Shore 
 Company the liabilities of the two last named Companies re- 
 spectively for accidents and injuries on the said South Side 
 Terminal shall be fixed and determined under the provisions 
 of Article IX of said North Shore Agreement, the name of
 
 the South Side Company being substituted for the name of 
 the Northwestern Company. 
 
 The Northwestern Company agrees to pay to the South 
 Side Company for its said consent, for each calendar month 
 of the term of said North Shore Agreement, an amount equal 
 to the number of car miles made during such month upon 
 the tracks of the said South Side Terminal by the cars and 
 trains of the North Shore Company multiplied by the rate 
 per passenger car mile for that month payable by the North 
 Shore Company to the Northwestern Company under the 
 terms of said North Shore Agreement. Payment for each 
 month shall be made on or before the 30th day of the succeed- 
 ing calendar month. 
 
 IN WITNESS WHEREOF, the parties hereto have executed this 
 agreement contemporaneously with the execution of the said 
 North Shore Agreement. 
 
 SOUTH SIDE ELEVATED EAILROAD COMPANY, 
 
 By BRITTON I. BUDD, 
 (CORPORATE SEAL,) President. 
 
 Attest : 
 
 WILLIAM V. GRIFFIN, 
 
 Secretary. 
 
 NORTHWESTERN ELEVATED EAILROAD COMPANY, 
 
 By BRITTON I. BUDD, 
 (CORPORATE SEAL) President. 
 
 Attest : 
 
 WILLIAM V. GRIFFIN, 
 
 Secretary.
 
 STATE OF ILLINOIS, ) . 
 COUNTY OF COOK. \ " 
 
 I, Ambrose Ryan, a Notary Public in and for the County 
 and State aforesaid, DO HEREBY CERTIFY that Britton I. 
 Budd, President, and William V. Griffin, Secretary, of 
 South Side Elevated Railroad Company, personally known 
 to me to be such President and Secretary, respectively, and 
 to be the same persons who executed the foregoing instru- 
 ment, appeared before me this day in person and acknowl- 
 edged that they signed the foregoing instrument and caused 
 the corporate seal of said Company to be affixed thereto, as 
 their free and voluntary act, and as their free and voluntary 
 act as such President and Secretary, respectively, for the uses 
 and purposes therein set forth. 
 
 GIVEN under my hand and Notarial Seal, this 5th day of 
 May, A. D. 1919. 
 
 AMBROSE RYAN, 
 (NOTARIAL SEAL) Notary Public.
 
 STATE or ILLINOIS, / 
 COUNTY OF COOK. \ 
 
 I, Ambrose Ryan, a Notary Public in and for the County 
 arid State aforesaid, DO HEREBY CERTIFY that Britton I. 
 Budd, President, and William V. Griffin, Secretary, of 
 Northwestern Elevated Railroad Company, personally known 
 to me to be such President and Secretary, respectively, and 
 to be the same persons who executed the foregoing instru- 
 ment, appeared before me this day in person and acknowl- 
 edged that they signed the foregoing instrument and caused 
 the corporate seal of said Company to be affixed thereto, as 
 their free and voluntary act, and as their free and voluntary 
 act as such President and Secretary, respectively, for the 
 uses and purposes therein set forth. 
 
 GIVEN under my hand and Notarial Seal, this 5th day of 
 May, A. D. 1919. 
 
 AMBROSE RYAN, 
 (NOTARIAL SEAL) Notary Public.