L E A 8 E S 
 
 OF 
 
 CHICAGO, IOWA & NEBRASKA LU ILIUM I), 
 
 (JEDAR KAPIDS & MISSOURI HI VEH R. It. (JO. 
 
 BELOIT & MADISON R, R, CO., 
 
 TO THE 
 
 GALENA & CHICAGO UNION R. R. CO.
 
 i 
 
 JL.
 
 ?2^^_
 
 AGREEMENT 
 
 BKTWKKN TIIE 
 
 4 
 
 CHICAGO, IOWA AND NEBRASKA RAILROAD^* 
 
 AND THE 
 
 GALENA AND CHICAGO UNION R. R. CO. 
 
 AGREEMENT, Made and entered. into and executed, this third 
 day of July, in the year of our Lord one thousand eight hundred 
 and sixty-two, between the Chicago, Iowa and Nebraska Railroad, 
 a corporation duly organized under and by virtue of the laws of the 
 State of Iowa, of the first part, and the Galena and Chicago 
 Union Railroad Company, a corporation duly organized and 
 chartered by the State of Illinois, of the second part. 
 
 The parties of the fij-st part are the owners of, and now operate 
 a line of railroad in the State of Iowa, running from the Cedar Preamble, 
 river in the city of Cedar Rapids, Linn county, to the west bank 
 of the Mississippi river, in the city of Clinton, Clinton county, 
 Iowa, about eighty-two miles in length, together with depots or 
 station grounds at Cedar Rapids, and at various points between 
 Cedar Rapids and Clinton, with station houses, water tanks, shops 
 and other buildings connected with the railroad thereon; and are 
 also the owners of certain lands in the city of Clinton, granted by 
 the Iowa Land Company for railroad purposes, containing about 
 acres, including streets, on which grounds are the 
 passenger depot, warehouse, engine house, car shops, machine 
 shops, wood houses, etc., of the parties of the first part. 
 
 The said parties of the first part are also the lessees of the ferry 
 between Clinton aforesaid, and Little Rock Island, on the Missis- 
 sippi river, between Clinton and the opposite shore of the Missis- 
 sippi, under an agreement bearing date June 18th, 1860, extended 
 and enlarged by a new agreement, dated June 26th, 1862, between 
 the Iowa Land Company and the said parties of the first part, and 
 they are also entitled to certain lands for depot grounds, turn-outs, 
 switches and tracks, on said Little Rock Island, being inclusive of 
 those now occupied, about fifteen acres, to be conveyed by the 
 Iowa Land Company above referred to, together" with the tracks 
 and switches thereon.
 
 CHICAGO, \lp\, 
 
 AGREEMENT - CHICAGO VO^'^AND NEBRASKA RAILROAD 
 
 The said parties of the first part are also the lessees of the Albany 
 Railroad bridge, constructed from Little Rock Island, aforesaid, 
 to the cast and main bank of the Mississippi, in Whiteside county, 
 Illinois, by means of which, a connection is made with the tracks of 
 (he railroad of the parties of the second part. 
 * It is deemed to be for the mutual benefit of the parties ef the 
 first and second parts, that the line of railway owned by the 
 parties of the second part, and extending from Chicago to a con- 
 nection with said railroad bridge, between Fulton and the 
 extension of said line to Cedar Rapids, and still west of that point 
 toward the Missouri river, should be operated and controlled as 
 one through line from Chicago. And the said Galena and Chicago 
 Union Railroad Company have proposed to operate and control 
 the' said line owned by the parties of the first part, under a lease 
 of the said railroad, ferry and bridge, to extend' the full term of 
 the charter of the Chicago, Iowa and Nebraska Railroad Company 
 and the Albany Railroad Bridge Company, and with the full and 
 complete use of the Ferry Company, and all its franchises, during 
 the full term of its charter, and also, extending to the full term of 
 any extension or renewal of the said charters thereof, and so long 
 and so far as said parties of the first part can control the same, 
 upon the terms and conditions hereinafter contained. 
 
 Now, therefore, this Indenture Witnesseth, That the said parties 
 have mutually agreed upon the following articles, terms, conditions 
 and agreements, for the purpose of carrying into eifect the 
 purposes and objects aforesaid. 
 
 ARTICLE F1KST. 
 
 The said parlies of the first part, for and in consideration of the 
 covenants and agreements hereinafter contained and performed by 
 the parties of the second part, and in pursuance of authority duly 
 conferred upon them by law, have granted, demised and leased, 
 an d by these presents do grant, demise and lease, to the said 
 parties of the second part, their successors and assigns, the entire 
 line of railway or railroad, constructed by and belonging to the 
 said parties of the first part, in Iowa, extending from Clinton, 
 Clinton county, to Cedar Rapids, and known as the Chicago, Iowa 
 and Nebraska Railroad, including its tracks upon Little Rock 
 Island, owned by the Albany Railroad Bridge Company, and used 
 by the Chicago, Iowa and Nebraska Railroad Company, together 
 with all the rights, benefits, possessions and interests of said 
 parties of the first part, which they have or may have under and 
 by virtue of their said charter of incorporation and articles of 
 association, and the laws of the State of Iowa, and all property
 
 AVI III C.AI.KXA AND CHICAGO UXI >N RAILROAD COMPANY. 
 
 which they may own, have or possess, whether real or personal, 
 which is in any wise inci lent and app'irt vi.-int t<> saH I'm of rail- 
 road, and occupied, owne 1 and used as a p i"t thereof, and in 
 connection therewith, in the States of Iowa and [Uinois, including 
 all rights, benefits and privileges Owned, exercised, tis.-d, controlled 
 a-id possessed by said company, together with the right of way, 
 road bed, side tracks, turn-out", switches, depots and depot 
 grounds, storage grounds, wood yards, cattle yards, warehouses, 
 and all engines, locomotives, passenger', freight, platform, gravel, 
 wood and hand cars, and all wood and water houses, water tanks, 
 turn tables, machine shops, machinery, rolling stock, and fixtures, 
 arid all grounds, lands, real estate, and appurtenances belonging 
 to said railroad, of the parties of the first part, which are now 
 owned, used and possessed, incident to the enjoyment of the 
 same, or which said parties are entitled to, or which they may 
 hereafter be entitled to, or hereafter acquire in any manner for 
 such necessary use; and also all ferry boats, and all boats, 
 together with their machinery, tackle, appurtenances, apparel 
 and furniture, engines and boilers, used, possessed or controlled 
 by said parties of the first part, or which said parties have 
 the right to use and control on the Mississippi river ; and 
 also, all the rights, benefits and privileges which said parties 
 of the first part have, in any way or manner, to the ferry at 
 Clinton, or the right to keep and operate a ferry on the Mississippi 
 river, at or near Clinton. 
 
 And also, the railroad bridge which extends from the Illinois 
 bank of the Mississippi to an island in said river, called Little 
 Rock Island ; and all the rights, interests, benefits and privileges 
 which said parties of the first part have or may have in said 
 bridge, and the appurtenances of the same, and all the rights, 
 interests and privileges, including rights to real and personal 
 property, which said parties of the first part have acquired from 
 the Iowa Land Company, or which they are entitled to as incident 
 to the use and operation of said railroad, by virtue of any valid 
 contract or contracts, whether written or parol, and also, all the 
 rights, interests, benefits and privileges which said parties of the 
 first part may have in the Albany Railroad Bridge Company, or 
 which they are entitled to by virtue of any contract or agreement 
 made by and between said company and the parties of the first 
 part or otherwise, and all property relating or incident to said rail- 
 road, or the use and operation thereof, ownt'd by said parties 
 of the first part in Iowa or Illinois, and used by said parties of 
 the first part in operating the said railroad of the said parties of 
 the first part, and the ferry at Clinton and the railroad bridgo near
 
 AGREEMENT CHICAGO, IOWA AND NEBRASKA RAILROAD, 
 
 i 
 
 Clinton ; and also, all branch or lateral roads which said parties of 
 the first part may hereafter construct or build, and all rights, priv- 
 ileges and real property which said parties of the first part may 
 hereafter acquire or be entitled to for the use of said road, and as 
 incident and necessary to its enjoyment and operation. 
 
 To have and to hold all of the above mentioned property, rights, 
 interests, benefits, privileges, possessions and premises so above 
 leased, or so intended to be leased, unto the said parties of the 
 second part, their successoVs and assigns, for and during the full 
 term ^ the col> P orate existence of the said parties of the first part 
 under their present charter, or any renewal or extension thereof; 
 and the said parties of the first part do expressly covenant and 
 agree to and with the parties of the second part, that they will, in 
 due eason, take all legal and necessary measures to obtain a 
 renewal and extension of the charter of the Chicago, Iowa and 
 Nebraska Railroad, and of the charter of the Railroad Bridge 
 'Company, and of the Ferry Company, and will, in good faith, do 
 all things proper, to rene\v, extend and continue the charters of 
 said respective companies, in order to make and render this Lease 
 or Contract permanently binding upon the parties hereto. It being 
 also understood, that said parties of the second part shall, in due 
 time, take all such legal and proper measures as may be neces- 
 sary, to obtain a renewal or continuance and extension of their 
 said charter for the same purpose as aforesaid. 
 
 And the said parties of the first part do further expressly cove- 
 nant and agree to and with the parties of the second part, that in 
 case of the renewal, continuance and extension of any or either 
 of the charters of the companies or corporations above mentioned 
 and set forth, that this Lease, Contract and Agreement, shall con- 
 tinue and be in full force and virtue and binding upon the respec- 
 tive parties hereto, in all of its parts and provisions for and during 
 the full term of any continuance, renewal or extension' thereof, or 
 of the charter of the Galena and Chicago Union Railroad Com- 
 pany, so far as the parties hereto can bind themselves and their 
 respective corporations, and the stockholders and owners of the 
 same. 
 
 ARTICLE SECOND. 
 
 The said parties of the first part hereby covenant and agree to 
 and with the parties of the second part, to deliver to the said 
 parties of the second part, on the first day of August next, the 
 full, complete and absolute possession of the Chicago, Iowa and 
 Possession. Nebraska Railroad, and of the benefits, privileges, possessions, 
 rights, interests, fixtures and properties, both real and personal
 
 WITH GALKXA AND CHICAGO UNION KAILROAD COMPANY. i 
 
 
 
 and mixed, which are hereinbefore mentioned, enumerated, specified 
 and referred to, and which are in any way or manner owned, 
 occupied or possessed by the parties of the first part, or which 
 they may hereafter, in any manner, for the uses and purposes of 
 said railroad be entitled to in law or equity. And also all the 
 rights, interests, benefits and possessions which said parties of 
 the first part have or may have, in law or equity, in the Albany 
 Railroad Bridge Company, and also, all the rights, benefits, 
 interests, privileges and possessions which said parties of the 
 first part may or can have in the ferry now used, exercised and 
 operated at Clinton on the Mississippi river, and any and all 
 ferry boats or other boats used, occupied, owned or possessed, or 
 which they may have the right to own, use, occupy or possess, 
 and all other rights, interests and benefits which said parties of 
 the first part may be in any way or manner entitled to, and which 
 is heretofore referred to in the explanatory portion and first article 
 of this Lease, Contract and Agreement, and which shall not be 
 specifically hereafter- excepted, 'and the same shall continue in the 
 full and complete possession of said parties of the second part 
 for and during the full length of time of the existence of the 
 charter of the Chicago, Iowa and Nebraska Railroad, and of the 
 Albany Bridge Company, and of the Galena and Chicago Union 
 Railroad Company, and any renewal or extension of the charters 
 of said companies and corporations, and so far as the parties 
 hereto can permit the same for all time to come, with the privilege 
 of using, occupying, and possessing the benefits and privileges of 
 the ferry and the Ferry Company at Clinton, during the existence 
 of its charter, and any and all renewals or extensions of the charter 
 of the same, subject, however, to the payment of the amount of 
 rental for the rights, privileges and estate hereby granted, which 
 is hereinafter reserved ; and to the faithful performance of the 
 conditions a*hd covenants hereinafter contained on the part of the 
 parties of the second parl. 
 
 ARTICLE THIBD. 
 
 And the said parties of the second part, as a consideration for 
 the rights, privileges, interests and premises, lands and real estate, 
 leased and granted as aforesaid by the parties of the first part to 
 the parties of the second part, hereby agree to pay to the said 
 parties of the first part, an annual rental equivalent to forty-seven R n tito 
 and one-half per cent, of the gross earnings of the said line of ** pmid ' 
 railroad, bridge and ferry extending from the east bank of the 
 Mississippi river opposite Little Rock Island to the city of Cedar
 
 6 AGREEMENT CHICAGO, IOWA AND NEBRASKA RAILROAD. 
 
 
 
 Rapids, and near to Cedar river, which suid rent shall be paid in 
 
 the way and manner hereinafter mentioned and set forth. 
 
 Keeping of The parties of the second part agree at all times to keep the 
 
 and accounts of the business and earnings of said road in a mercantile 
 
 statements and approved manner, and to render a monthly statement of the 
 
 earnings and their character, once in each month, and a correct 
 
 abstract every six months to the parties of the first part. And 
 
 the said parties of the second part agree that at all proper and 
 
 seasonable times they will, upon the request of the parties of the 
 
 first part, or their authorized agents, submit to their examination 
 
 the books, accounts and vouchers pertaining to the business of 
 
 said road hereby leased, and give any needful information in 
 
 respect thereto. 
 
 ARTICLE FOURTH. 
 
 Assump- And whereas, the parties of the first part are, by an existing 
 liabilities contract with the Albany Railroad Bridge Company, bound to the 
 Aibuny ^ payment of the annual rental of twelve thousand dollars, payable 
 Company, semi-annually from and after August 1, 1862, to the full term of 
 the charter of said Bridge Company, and during any extension or 
 renewal thereof; and whereas also, there are existing upon the 
 railroad of the parties of the first part, two certain mortgages, 
 viz. : one in the nominal amount of eight hundred and ten thou- 
 sand dollars, under which bonds drawing ten per cent, interest, 
 payable semi-ammally on coupons on the first days of June and 
 December in each year, are outstanding, to the amount of about 
 seven hundred and fifty thousand dollars, and by''the terms of 
 which mortgage a sinking fund of eight thousand one hundred 
 dollars per annum is provided to be paid to the trustees there- 
 under, for the purpose of retiring and canceling said bonds, and 
 of providing for the ultimate payment thereof, and a]so a second 
 mortgage in the nominal amount of seven hundred thousand 
 dollars, under which bonds are now issued and outstanding to the 
 amount of seven hundred thousand dollars, bearing seven per 
 cent, interest, payable upon coupons semi-annually on the first 
 days of January and July in each year. Now therefore, to guard 
 and protect, so far as it may be practicable, the rights, interests 
 and possessions of the said parties of the second part against any 
 claims, annoyances, suits, disturbances, interferences, or evictions, 
 either on the part of the said Albany Bridge Company or of the 
 trustees or bondholders under either of the first or second mort- 
 gages aforesaid, and also to protect the 1 said parties of the second 
 part against any special or other liens upon the properly, estates 
 and privileges hereby leased and granted to them as aforesaid, it
 
 WITII GALENA AND CHICAGO UNION RAILROAD COMPANY. 7 
 
 
 
 is hereby mutually agreed that the portion of gross receipts to 
 which the parties of the first part shall be entitled, as is provided in 
 this agreement, may be paid and applied in the following manner: 
 First. If any valid and legal ^ lien by special mortgage or 
 execution, shall exist or be found to exist on any of the real 
 estate hereby leased and conveyed, or upon any of the personal 
 property herein and hereby leased, granted or conveyed, which 
 shall interfere with or endanger the peaceable possession of the 
 same by the parties of the second part, or of the estate, rights 
 and privileges herein leased as atbresaid, the said parties of the 
 second part shall be at liberty to discharge the same, and to charge i^ens to be 
 
 J deducted 
 
 to the parties of the first part the actual amount so paid, as a from 
 part of said rental of t forty-seven and a half per cent, of such 
 gross earnings, as the said parties of the first part may be entitled 
 to as aforesaid, and the parties of the 'first part shall allow and 
 credit such payment on said rental account herein provided. But, 
 inasmuch as any lien against the parties of the first part which 
 may accrue after the execution of this contract and agreement, 
 will be subject and subordinate to the rights of the parties of the 
 second part, no such lien against the parties of the first part, shall 
 be paid by the parties of the second part without the assent of 
 the parties of the first part. 
 
 Second. The parties of the second part may also pay to the f nt a , ay 
 treasurer or proper officer of the Albany Railroad Bridge Com- 8emU 
 
 annually. 
 
 pany, semi-annually, the said annual rental of twelve thousand 
 dollars as the same shall become due and payable, as aforesaid. 
 
 Third. The parties of the second part may also pay to the Payment 
 
 ' f. . . . , ofcoupons. 
 
 holders thereof the coupons or interest warrants on the said out- 
 standing first mortgage bonds of the parties of the first part. 
 
 Fourth. The parties of the second part may also pay the 
 coupons or interest warrants on two hundred thousand dollars of 
 the said second mortgage bonds ; all of which payments above 
 specified may be paid in the city of New York, and the amount 
 so paid shall be charged to the account of the parties of the first 
 part, adding thereto the current rate of exchange on such sums as 
 the parties of the second part shall have paid in the city of New 
 York or elsewhere than in Chicago ; and it is also further agreed 
 by the parties of the first part that they will, in order to provide 
 for the greater security of the parties of the second part in the 
 use and enjoyment of the rights, privileges and property herein by payment 
 this contract and agreement leased and granted, on or before ontsoo/ooo 
 the first day of August next, deposit, or cause to be deposited, ^nd 
 with the trustees under said second mortgage, five hundred thou- bol^tobe 
 sand dollars at par value of the second mortgage bonds of the j' nditlon *
 
 AGREEMENT CHICAGO, IOWA AND NEBRASKA RAILROAD, 
 
 said Chicago, Iowa and Nebraska Railroad, together with all the 
 interest warrants or coupons annexed to the same, which mature 
 after that date, to be retained and held in trust and abeyance by the 
 said trustees. And it is further agreed by the parties of the first 
 part, that the same shall not be withdrawn, nor shall the coupons 
 thereon be presented for payment, unless the said parties of the 
 second part shall, receive a sufficient amount from the gross earn- 
 ings of the said Chicago, Iowa and Nebraska Railroad, and from 
 the bridge and ferry, to pay the interest on the mortgage herein- 
 before mentioned, and the sinking fund and coupons and rent to 
 the Ferry Company as is hereinafter more particularly provided and 
 set forth, it being distinctly understood that the said parties of the 
 second part shall not be required by anything in this Contract and 
 Agreement, to pay to said parties of the first part, or for their use, 
 for any purpose during one year, any greater or other sum than 
 the forty-seven and one-half per cent, of the gross earnings aris- 
 ing from the use, occupation and operation of the said Chicago, 
 Iowa and Nebraska. Railroad, and s.aid ferry at Clinton, and the 
 , Albany Railroad Bridge. 
 
 ARTICLE FIFTH. 
 
 It is further agreed by and between the parties hereto, that the 
 said parties of the second part ma^ make the payments to the said 
 bridge company, and on said first mortgage bond coupons, and on 
 two hundred thousand dollars of said second mortgage bond cou- 
 pons, if the amount of rental herein provided to be paid to the 
 parties of the first part shall be sufficient for so .doing, which 
 amounts, so paid by the parties of the second part, shall be charged 
 to the parties of the first part, and be deducted from the amount of 
 the proportion of the gross earnings hereby stipulated to be paid for 
 the use, occupation and operation of the said Chicago, Iowa and 
 Nebraska Railroad, and the ferry at Clinton, and the Albany 
 Railroad Bridge. 
 
 It is further understood and agreed that the parties of the second 
 part may, in like manner, if in their judgment it becomes essential 
 to their protection in any manner, pay over to the trustees of the 
 bondholders of the first mortgage, the annual amount of eight 
 thousand one hundred dollars for the sinking fund provided by 
 said mortgage, which amount may be charged to said parties of 
 the first part, and deducted from any sum due said parties of the 
 first part, or which may become due them; and it is further under- 
 stood and agreed, that the parties of the second part may, at the 
 request of the treasurer of the first parties, pay any of the various 
 classes of indebtedness of the parties of the first part which are
 
 \VITH GALENA AND ^CHICAGO UNION RAILROAD COMPANY. 9 
 
 herein mentioned, and which are liens upon the said railroad, fer- 
 ry and railroad bridge herein mentioned, in advance of the time 
 when the amount of rental herein provided to be paid may be- 
 come due, and may pay any sum or sums greater than the amount 
 of rental for and on account of said mentioned liens of the parties payment 
 of the first part, but in any and all such cases the said parties of ma/be"* 
 the second part shall be entitled to interest on any excess of before due. 
 payment so made over the amount of rental herein provided for, 
 until reimbursed by receipts, and shall also be at liberty to deduct 
 all such amounts of advances, together with the interest thereon, 
 from said forty-seven and one-half per cent, next accruing there- 
 after. And they further agree, that* whenever the per centage to 
 be credited to the parties of the first part shall, by accumulation, 
 be in excess of the payments made on account thereof to any con- 
 siderable amount, say, one thousand dollars, they will, at the 
 request of, and through the treasurer or other financial officer of 
 the company, pay any of the then next maturing coupons on said 
 first mortgage bonds, or any bther lien next payable, in advance of 
 the maturity thereof, but in no case exceeding the said accumu- * 
 lated per centage. 
 
 It is further understood and agreed, that whenever the rental to when the 
 be paid to the parties of the first part shall be sufficient to pay all mor 
 the liens, claims and demands* herein mentioned, including the be 
 interest on the five hundred thousand dollars of second mortgage f^ 
 bonds, which are herein provided to be held in trust and in abey- trustee. 
 ance, as. is herein provided, for three successive years, then and 
 in that caseytwo hundred thousand dollars of the same may be 
 withdrawn from the hands of the trustee or depositee ; and 
 when the amount of the gross earnings which is herein provided 
 to be paid to the parties of the first part, shall be sufficient to pay 
 the interest on all the various classes of liens, claims and demands 
 for five consecutive years, then the residue of the bonds may be 
 withdrawn, and said trust shall terminate. 
 
 It is further expressly agreed on the part of the parties of the NO liens to 
 first part, that they shall so manage their affairs, and shall so to attach* 
 arrange for the prompt payment of all bonds issued by the said 
 Chicago, Iowa and Nebraska Railroad, and said Ferry Company, 
 and said Albany Railroad Bridge Company, and the interest on 
 the same, that there shall be no liens, judgments or executions 
 suffered or permitted to attach to any of the property of said com- 
 panies, their franchies or privileges, so far as they can in any man- 
 ner control the same during the continuance of this Lease and 
 Agreement
 
 10 AGREKMENT CHICAGO, IOWA AND NEBRASKA RAILROAD, 
 
 AUTICLE SIXTH. 
 
 And the said parties of the second part further covenant and 
 agree to and with the said parties of the first part, that they will, 
 at the time of the delivery and taking possession of the Chicago, 
 Iowa and Nebraska Railroad and the ferry, and the rights and 
 privileges of the same, and of the railroad bridge at Clinton, and of 
 all the rights, property, interests, benefits and privileges herein 
 mentioned, specified and set forth, which the said parties of the 
 first part have covenanted and agreed to lease and deliver, as 
 hereinbefore provided, pay the fair cash price for the fuel, lumber, 
 Purchase ties, timber, iron, steel, and other materials for repairing and eon- 
 
 nf equip- 
 ment and structing of engines, cars, buildings, bridges, fences, or other 
 
 on hand, appurtenances then on hand ; the quality, quantity and value to be 
 determined by inspection, and by weight and measurement; and 
 will also, in consideration of the expenditures made by the Chicago, 
 Iowa and Nebraska Railroad during the past year in the construc- 
 tion of machine shops, and purchase pf rolling stock, locomotives, 
 and in consideration of fifty box freight cars, two new engines, 
 and tools for mechanics to work with in the various machine shops, 
 and all other expenditures, pay the additional sum of sixty thou- 
 sand dollars, less any sum or sums of money which may be due, in 
 any way, to the said parties of the second part irom the said 
 parties of the first part for any advances heretofore made to said 
 parties of the first part, and for charges in carrying freight for said 
 parties of the first part, or otherwise. 
 
 It is fun her understood and agreed by and between the parties 
 hereto, that on said first day of August, all claims, demands and 
 accounts of every character and kind, between the parties hereto, 
 prior to said first day of August, 18t>'2, shall be fully and completely 
 adjusted and settled, and that all contracts, agreements and under- 
 standings whatever, except the stipulations relating to the existing 
 tariff, or as to joint tariffs, whether written or parol, shall on said 
 
 Canceii'- c ] av be abrogated, annuled, canceled and superseded by this 
 
 tion of all 
 
 pri-'r Contract and Agreement, and that from and after said date, the 
 
 agree- 
 ments conditions and provisions of this contract shall govern and'control 
 
 the parties the said respective parties hereto in all respects, and the said com- 
 pensation herein provided to be paid shall be in lieu of all draw- 
 backs, per centages, considerations, and arrangements, whatsoever, 
 now existing between the said respective parties. 
 
 ARTICLE SEVENTH. 
 
 The parties of the second part, in consideration of the premises 
 aforesaid, agree and. covenant to maintain, keep and operate the
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 11 
 
 said line of railroad frotn the western terminus of their o\vn road ^ 
 on the Illinois shore at the east end of said bad' 1 , including said ;"<in<i 
 
 ke?i> la 
 
 ferry and railway from Clinton to Cedar R ipids, daring the term repair. 
 of this agreement, and the continuance, or extension or renewals 
 of said charter. 
 
 The parties of the second part are, for this purpose, to maintain 
 and keep the said railroad bridge and the tracks thereon, and the 
 connections thereof, in good order and condiiion for doing the 
 business of the line ; and they are olso to maintain and keep the 
 said ferry and its connections, with the boats and appurtenances, 
 in the like order and condition for the transfer of passengers and 
 freight across the river to Little Rook Island, until they shall deem 
 it advisable to construct a draw-bridge across the main channel of 
 the river, so as to make, with the bridge already constructed, a con- 
 tinuous bridge line across the river from Clinton to the Illinois 
 shore as aforesaid; after which the said parties of the second part 
 are to maintain the bridge and railroad track over said main chan- 
 nel, instead of said ferry. \ 
 
 The said parties of the second part further agree at all times to 
 maintain in good order and condition, and operate the entire line 
 of the road leased, and all the fixtures and appurtenances thereof, 
 in good order and with a full equipment of motive power and 
 rolling-stock, in order to furnish at all times all the facilities for the 
 carrying of freight and passengers which the growing business of 
 the company, and the wants of the country may require, and the 
 interests of the line may dictate ; and they shall also construct 
 from time to time such erections, engine houses, warehouses, shops, 
 etc., along said line as shall be essential to the prosperity of its 
 business, and to make the said line, ultimately, a first class, railroad. 
 
 And it is further understood and agreed, that the said parties of TO 
 the second part will and shall make the said city of Clinton the *h.. p8 at 
 eastern terminus of the Chicago, Iowa and Nebraska Railroad, 
 and shall maintain there the machine shops, depots, car shops and 
 engine houses for that purpose, and shall increase such facilities at 
 that point, from time to time, as the business of the company may 
 prudently demand in reference to this provision. 
 
 ARTICLE EIGHTH. 
 
 It is further covenanted and agreed by the parties of the first rr*tprty 
 
 n t n gn 
 
 part, to and with the parties of the second part, that they will as- -iii'* 
 
 con tracts. 
 
 sign, transfer and make over to the parties of the second part, all 
 contracts which they have with any company, or corporation, or 
 association, or individual, whatever, relating to the said railroad of
 
 12 AGREEMENT - CHICAGO, IOWA AND NEBRASKA RAILROAD, 
 
 the parties of the first part, excepting those below specified, and par- 
 ticularly a certain contract relating to building fifty box freight 
 cars, and all their interest in all contracts and agreements relating 
 to the ferry at Clinton and the use and operation of the same, and 
 all contracts and agreements relating to the railroad bridge and 
 the use and operation of the same, and a triplicate of each of said 
 last named contracts is to be delivered to the parties of the second 
 part, with a transfer of all the interests of the parties of the first 
 part therein, for all the purposes of this indenture, and subject to 
 the provisions of the same, duly executed thereon. 
 
 ARTICLE NINTH. 
 
 fionswi'th The parties of the second part, in consideration of the premises 
 
 ?oadsat before recited, hereby covenant and' agree that they will not, 
 
 Clinton, during the continuance of this Lease or Contract, agree to or make 
 
 any connection with any other. railroad at Clinton, or between Clin- 
 
 ton and De Witt, without the consent of the parties of the first 
 
 part. 
 
 ARTICLE TENTH. 
 
 of h flrst en r ^ ie P art i es f the second part agree with the parties of the 
 Sa r 'bt ge ^ rs * P ar ^) ^ at on ^ ie maturity of the first mortgage bonds in 1876, 
 continued. t ne \\en of the mortage, by which the same are secured, to the 
 amount of the principal of said bonds, which may then remain 
 unpaid, after satisfying the demands of the sinking fund provided 
 by the mortgage, may be continued or extended under the same 
 instrument, by any legal instrument in confirmation or affirmation 
 thereof, which shall be deemed proper and necessary in that behalf, 
 as a coljateral security for the payment of the principal of said 
 remaining first mortgage bonds at a future date, within fifty years 
 from the first day of June, 1876, and for the payment of interest 
 thereon at a rate not exceeding ten per cent, per annum, payable 
 semi-annually upon new coupons to be annexed thereto, or to any 
 obligations given in lieu thereof, or if the same shall be deemed 
 safe and expedient by the parties of the first part, a new mortgage, 
 on such time as they may deem advisable, or lien may be created 
 and imposed upon said railroad and its appurtenances, as described 
 in the original first mortgage, to the principal sum of the then out- 
 standing and unpaid first mortgage bo'nds, under which, as a col- 
 lateral security, a new issue of bonds, not exceeding in the aggre- 
 gate amount the face of such new mortgage, may be issued, of the 
 character above described or recited ; said bonds, when issued, to 
 be placed in the hands of trustees to be approved by the parties of 
 the second part, and to be delivered up from time to time in ex-
 
 WITH GALENA AND CHICAGO UNION EAILEOAD COMPANY. 13 
 
 change for, or in payment of, an equal amount of said original first 
 mortgage bonds, and to be in such case surrendered to and canceled 
 by said trustees. And when the principal shall become due on the 
 said second mortgage bonds, the lien of the same may be extended or 
 renewed in either of the modes above provided, or both of said liens 
 may be continued in any other legal mode which may be devised 
 or desired by the parties of the first part, which shall not increase 
 the aggregate amount of said mortgage liens beyond the principal 
 of the bonds then remaining unpaid. And such extended or 
 renewed liens, to the amount of the aforesaid principal, shall respec- 
 tively and separately be recognized and held as liens prior and 
 paramount to the lease created by this indenture to the extent, and 
 only to the extent of the principal and accruing interest of the 
 amount of the original first and the original second mortgage The Hen of 
 bonds respectively, which shall be surrendered and canceled ; mortgage 
 Provided, however, always, that in extending or renewing either continued, 
 of said liens respectively, provision shall be made, in valid and 
 legal form, for the creation of a sinking fund, by the payment annu- 
 ally, to some suitable and approved trustees, of a sum not less than 
 one per cent, upon the face of such mortgages respectively, to be 
 applied in the payment and extinction of the said bonds respec- 
 tively, or invested for that purpose, as may be provided. And in 
 case any further or subsequent extension or renewal of said liens, 
 or either of them, shall become necessary to the extent of the then 
 remaining principal of the bonds issued thereunder respectively, 
 the same, or either of the same, may be renewed or extended, in 
 the mode and on the principles and conditions, and with the effect 
 above provided. 
 
 ARTICLE ELEVENTH. 
 
 It is hereby agreed by the parties of the first part, that they will, e ^\ a j" be 
 on or before the first day of August next, cause forty-four bonds ^* n ^] eil 1 
 under the first mortage, of one thousand dollars each, together 1S62. 
 with all the unpaid and future maturing coupons thereon, to be 
 canceled by the trustees under the said mortgage, and to deliver 
 his Certificate thereof to the parties of the second part, so as to 
 leave outstanding under said first mortgage only the principal of 
 seven hundred and fifty thousand dollars and interest from and 
 after the first day of June, 1862. 
 
 And the parties of the first part^hall also secure, to the satisfac- 
 tion of the parties of the second part, on the first day of August 
 next, the payment of two months interest on the seven hundred 
 and fifty first mortgage bonds, and one month's interest on two 
 hundred thousand dollars second mortgage bonds, which security
 
 14 AGREEMENT CHICAGO, IOWA JTND NEBRASKA RAILROAD, 
 
 on the first mortgage bonds shall be available and payable ten 
 days prior to December 1st, 1862, and on the two hundred thou- 
 sand dollars second mortgage ten days prior to January 1st, 1863, 
 without interest, or else the amount shall be rebated from the sixty 
 thousand dollars to be accounted for. 
 
 ARTICLE TWELFTH. 
 
 Adoption It is mutually agreed and covenanted by the parties hereto, that 
 the joint tariff published to take effect May 10th, 1862, on their 
 said roads, and the rates of divisions thereunder, shall be and 
 remain the standard tariff until the first day of January, 1863, and 
 until the same shall be changed in the manner hereinafter set forth, 
 and that any increase or reduction of any of the rates regulated 
 thereby shall be shared between the said companies in propor- 
 tion to the rates of their shares in the present tariff, but the rates 
 allowed to the bridge and ferry shall not, during said period, be 
 changed. The existing local tariff of the parties of the first part 
 may be modified by the Superintendent of the Galena and Chicago 
 Union Railroad Company as circumstances may, in his judgment, 
 require, to protect and promote the mutual interests of the parties 
 at any time during the term above provided for. 
 
 Tariff for During the month of January, 1863, the said Superintendent 
 cunion. shall prepare a local tariff for each of the two lines west of Clin- 
 ton, and a joint tariff for said lines, also a joint tariff for the 
 business passing over one or both of said lines, and the whole, or 
 some part of the Galena road, with the rates of division between 
 them proposed by him as equitable and just to the several parties, 
 and submit the same to the Presidents of the two companies west 
 of Clinton. If approved, or not objected to by written notice, 
 mailed within thirty days thereafter to said Superintendent, such 
 tariffs as proposed shall be the standard tariffs for the next year 
 thereafter, and until the same may be modified or changed as 
 below provided ; and if either of the parties west of Clinton shall 
 object to said proposed tariffs, then the parties of the first and 
 second parts hereto agree that the whole question of tariff, and 
 the rate of division and the regulation thereof as between' tjiem, 
 shall be submitted to, and determined by, a disinterested com- 
 mission, consisting of three persons connected with railroads and 
 experienced in railroad tariffs, one to be selected by each of the 
 parties, and the two thus selected to choose a third of like char- 
 acter, and such commissioners are, as early as practicable, by a 
 concurrence of two, at least, of them, to determine the questions. 
 In the determination of said questions, the commissioners shall 
 take into consideration the benefits of a through line to each of
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 15 
 
 k 
 
 said parties, and shall give such consideration and effect to any 
 local advantage of position which either may possess as they shall 
 deem it entitled to, and shall, so far as they may be able, make 
 such just award as shall prevent either party from receiving undue 
 benefit at the expense of the other ; and in any advance or 
 reduction of the tariff established under or authorized by such 
 commissioners, the principles aforesaid shall be recognized and 
 fully applied. The decision of such commissioners shall be bind- 
 ing upon the parties for one year, and until a new tariff or adjust- 
 ment shall in the manner last above set forth be fixed by a new refer- 
 ence, which shall be made in the same way, on the same conditions, 
 and with the same effect as before. And either party may demand 
 and obtain a new reference, as before provided, after any tariff 
 and rate of division have been in operation for one year, and have 
 'proved unsatisfactory to either. 
 
 It is further stipulated, that in the event that^the Cedar Rapids f^'iff wlth 
 and Missouri River Railroad* Company shall, by virtue of a pro- g^ids 
 posed contract for a lease of their line to the parties of the second ^ d R R 
 part, consent thereto, the said parties of the first part will, with 
 said Cedar Rapids and Missouri River Railroad Company, and 
 the parties of the second part, submit to said commissioners, on the 
 terms and in the mode above provided, the negotiation and adjust- 
 ment of a joint tariff as between said two lines, and of a joint tariff 
 between the two western lines and said Galena Company, viewing 
 said western lines in this regard as one, and as an extension of 
 the Chicago, Iowa and Nebraska line, such reference to have the 
 same effect and character as the one first above provided. 
 
 And it is further stipulated that until the said reference and 
 aw'ard, and after the first day of August, 1862, in case the Cedar 
 Rapids and Missouri River Railroad shall enter into said contract 
 as referred to, the existing tariff between them shall be modified 
 by the Superintendent of the Galena and Chicago Union Railroad 
 Company, so as to divide the earnings of said roads under said 
 tariff, upon the pro rata receipts per mile run in the creation of 
 such earnings. 
 
 ARTICLE THIRTEENTH. 
 
 The parties of the second part further covenant and agree to Taxes mnd 
 
 HMM* 
 
 pay and discharge all taxes, assessments and imposts which may nots. 
 be assessed upon the property and estate hereby leased, granted 
 and conveyed by the parties of the first part to the parties of the 
 second part, after the first day of August, 1862, during the exist- 
 nce of this Contract and Agreement, to the same extent as if the 
 parties of the second part were the legal owners thereof under
 
 16 AGREEMENT - CHICAGO, IOWA AND NEBRASKA RAILROAD, 
 
 > 
 
 the charter of the parties of the first part, the said parties of the 
 first part hereby agreeing to pay all taxes, assessments and im- 
 posts chargeable or assessable or due thereon prior to said first 
 day of August, 1802, and also, all judgments or special liens of 
 every kind, if any exist, and also, chattel mortgages or other 
 special mortgage on any of said premises apd property on said 
 first day of August next. 
 
 ARTICLE FOURTEENTH. 
 
 profiles ^ e ma P s > plans, profiles, office furniture, except two safes in 
 furniture *ke Secretary's office and furniture belonging to said office; 
 surveys, title papers, and contracts in reference to the title of the 
 lands owned or occupied by the parties of the first part for rail- 
 road purposes, shall be delivered to the parties of the second part 
 on or before the first day of August, 1862, or as soon thereafter as* 
 shall be practicable. 
 
 ARTICLE FIFTEENTH. 
 
 Fencing. The parties of the second part agree to complete, with reason- 
 able expedition, the construction of fences along the said railroad, 
 where parties of the first part have not already constructed them, 
 and also to carry out and assume such existing and valid contracts 
 as may exist between the said parties of the first part and owners 
 of premises adjoining said railroad, in respe'ct to cattle passes and 
 road crossings. 
 
 ARTICLE SIXTEENTH. 
 
 frrc r! R!A Whenever iron, ties or other material for the construction of the 
 
 carHed* 1 Cedar Rapids and Missouri River Railroad shall be transported -by 
 
 over road. fa e parties of the second part over the Chicago, Iowa and 
 
 Nebraska Railroad at the actual cost of transportation, the said 
 
 cost is not to be considered as any part of the gross earnings of 
 
 the parties of the second part, and is not to enter into the esti- 
 
 mates, or a division of receipts as provided in this indenture. 
 
 ARTICLE SEVENTEENTH. 
 
 whereas, the said parties of the second part are a corpora- 
 
 liability tion o f th e s^^ O f Illinois and resident therein ; and whereas, 
 damai?e.i liabilities and penalties may be incurred in using and operating the 
 said railroad of the parties of the first part, under this Lease and 
 Contract, for which the parties of the first part may, under the laws 
 of Iowa, as a resident thereof, be primarily and directly responsible ; 
 therefore, it is agreed by the parties of the .second part, that they 
 will assume and pay all damages, demands and liabilities which
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 17 
 
 
 
 may arise or be incurred by reason of any injury or damage to 
 person, or personal or other property, resulting from the operation 
 and running of said railroad by the parties of the second part, and 
 will also pay any penalties which may be imposed upon the rail- 
 road of the parties of the first part by reason of any neglect or 
 omission of the parties of the second part to comply with any 
 statute of the State of Iowa, or by the commission of any act 
 which maybe prohibited by law in the use of said railroad and the 
 interests hereby granted, and the said parties of the second par;t 
 agree to indemnify and save harmless the .said parties of the first 
 part against all loss, damage and costs, in this article mentioned 
 and set forth. 
 
 ARTICLE EIGHTEENTH. 
 
 It is expressly understood that any lands owned by the said Certain 
 railroad company, or in which they are equitably interested, and erved by 
 which are not required for the purposes of said road for station 
 and depot grounds, at Wheatland, London and Mechanicsville, 
 are reserved from this Lease, it being the intention of this article 
 only to reserve the equitable interests of the company in certain 
 Village lots at these places outside of the depot and stations, the 
 title to which was taken in the name of one of the former officers 
 of the Chicago, Iowa and Nebraska Railroad, but for its benefit. 
 
 ARTICLE NINETEENTH. 
 
 It is further covenanted and agreed between the parties hereto, if o. * c. 
 that in case* the parties of the second part shall, at any time, lose their 
 
 .,.,., ,. . . corporate 
 
 their legal powers as a corporation lor any cause, or in anywise rights or 
 be divested of the title and control of their own railroad line from rent," P 
 Chicago to the eastern bank of the Mississippi river, as aforesaid, 
 or shall fail to pay the rental as stipulated and agreed to be paid 
 by this indenture, for sixty days after the same shall become due 
 and payable, or in case they shall neglect or fail to* perform and 
 discharge any one or more of the covenants of this indenture, 
 materially affecting, prejudicing or jeopardizing the rights and 
 interests of the parties of the first part hereto, and shall continue 
 in such neglect and failure for sixty days after written notice of 
 their default in the discharge and fulfilment of such particular 
 covenant or covenants in respect to which a breach is complained J h ^*' 
 of, said parties of the first part may declare this indenture of ? 
 Lease annuled and void, and the right of the parties of the second 
 part in the premises hereby leased and granted, determined and 
 at an end, and may take any measures or proceedings authorized 
 by law in any court of record having equitable jurisdiction, to 
 3
 
 18 AGREEMENT CHICAGO, IOWA AND NEBRASKA RAILROAD, 
 
 compel a surrender of all the said rights, interests, privileges, and 
 estate hereby granted and leased, on such terms "and conditions as 
 said court shall adjudge and declare to be just and equitable. 
 Written notice of sixty days shall be given by the parties of the 
 first part to the parties of the second part, in all cases complained of. 
 And at the special request of the parties of the second part, it is 
 hereby stipulated that they shall have in any suit or proceedings 
 which may be instituted in any court under any of these provisions, 
 tjie full right to deny the violation or breach of any covenant the 
 breach of which is complained of, and such issue shall in all cases 
 be submitted to such court for its decision. 
 
 ARTICLE TWENTIETH. 
 
 Ire During the existence and operation of this agreement, the di- 
 
 rectors, officers and general agents of the parties of the first part 
 shall, as they may desire, be entitled to free passage over the 
 railway lines of the parties of the second part, and over liues 
 leased and operated by them. 
 
 ARTICLE TWENTY-FIRST. 
 
 G. AC. to And the said parties of the second part also assume the agree- 
 
 pay for 
 
 windmill ment or contract for the construction and payment for the windmill 
 
 at De Witt. ~ J 
 
 and pump at De Witt, for which the sum of four hundred and 
 fifty dollars was to be paid in monthly installments, twenty dollars 
 being the estimated monthly saving between the cost of supplying 
 the station with water by hand and by said pump. . 
 
 ARTICLE TWENTY-SECOND. 
 
 Thu Lease This Contract, Lease and Agreement is made upon the express 
 
 tiveuDiefs condition that the same shall not be binding upon the parties of 
 
 made wim the second part, until a Lease and Contract shall be made and exe- 
 
 R. R. R. ' cuted by the Cedar Rapids and Missouri River Railroad, leasing 
 
 to said Galena and Chicago Union Railroad their entire line of 
 
 railroad which is now constructed and which may hereafter be 
 
 constructed, and which shall be delivered to said Galena and 
 
 Chicago Union Railroad Company, and accepted by said railway 
 
 company, which shall continue during the entire length of time 
 
 of the existence of said railroad charters and any renewal or 
 
 extension of the same. 
 
 ARTICLE TWENTY-THIRD. 
 
 Power of And to enable the said parties of the second part to beneficially 
 Tewingin enjoy said property, rights, privileges and benefits herein demised
 
 WITH GALENA. AND CHICAGO UNION KAILROAD COMPANY. 19 
 
 c - l - * 
 
 and mentioned and specified, the said parties of the first part < e * i 
 hereby appoint the said parties of* the second part, their successors ^ 
 and assigns, their attorneys irrevocable, with full power and right 
 to use the name of the said parties of the first part in and about 
 the business, maintenance, operation and use of said road and 
 roads, ferry, ferry companies, bridge and bridge companies, with 
 power to make any and all such contracts in proper furtherance 
 of the objects hereinbefore set forth, and not otherwise, with any 
 person or corporation, in the name of said parties of the first par.t 
 and under their corporate seal, or otherwise; and generally to do 
 all other acts and things in and about the premises, which said 
 parties of the first part might lawfully do, and to use the name of 
 said parties of the first part in and about any legal proceedings and 
 suits, either at law or in equity, as the said parties of the second 
 part may see requisite and necessary in carrying out the objects 
 and intentions of this indenture. 
 
 And-the said parties of the second part further covenant and <J. * c. 
 
 r l , Indemnify 
 
 agree to and with said parties of the first part, their successors and c. r. & N. 
 assigns, that the said parties of the second part shall and will, damages in 
 
 . . operating 
 
 .during the term hereby granted, operate, maintain, and keep in Rjad, etc. 
 repair the said demised premises, and indemnify and save harm- 
 less the said parties of the first part, their successors and assigns, 
 against and from any and all costs and expenses in and about any 
 suit or proceedings authorized in their name, and from all damages 
 growing out of the maintaining, repairing, operating, and using 
 the said road. 
 
 And the said parties of the first part hereby covenant and agree c - l - * N - 
 
 to preserve 
 
 to and with the said parties of the second part, their successors and 
 
 continue 
 
 and assigns, that they will, during the term on which the provis- tfieir 
 ions of this indenture shall be in force, preserve and continue the 
 
 legal organization of the Chicago, Iowa and Nebraska Railroad; 
 will hold meetings, keep records, pass votes, and appoint officers 
 so far as necessary to enable the parties of the second part to 
 carry into full force and effect, the objects of this instrument. 
 
 And the said parties of the first part further covenant and agree 2;^* 
 with said parties of the second part, that they will hereafter, at furlher 
 
 iis-mriinc 
 
 any time, upon the request of the parties of the second part, "[g 1111 * 1 
 give, make and execute such further and other conveyances and 
 assurances, papers and instruments, as may be proper and neces- 
 sary to carry into full force and effect all the objects and purposes 
 of this indenture, and to enable said parties of the second part to 
 use, operate and enjoy the said Chicago, Iowa and Nebraska 
 Railroad, the ferry at Clinton and the railroad bridge at Clinton, 
 the Cedar Rapids, and Missouri River Railroad, and all of the
 
 20 AGREEMENT CHICAGO, IOWA AND NEBRASKA RAILROAD, 
 
 property, rights, interests, and privileges of every character and 
 kind herein mentioned and referred to. 
 
 ARTICLE TWENTY-FOURTH. 
 
 when It is understood and agreed that when the income of the parties 
 
 win py of the first part, as provided by this agreement, shall produce a 
 interest" sufficient sum, above the prior charges thereon, to pay any por- 
 provwiuii tion of the interest accruing or due on the five hundred thousand 
 surplus, dollars of second mortgage bonds to be deposited and held in 
 trust as aforesaid, the parties of the second part shall notify the 
 trustee of the amount of such excess, and shall direct and author- 
 ize him to deliver to the treasurer of the parties of the first part 
 an account [amount] of due and unpaid coupons, equivalent to 
 the amount of such money thus applicable to the payment thereof, 
 and such coupons shall then be paid by the parties of the second 
 part to the said treasurer or bearer on presentation and surrender 
 of same. 
 
 ARTICLE TWENTY-FIFTH. 
 
 furnish'* ^^e parties of the second part agree at all times, during this 
 statements CO ntract,"to furnish to the parties of the first part, all such data, 
 report", statements and information in respect to all the business and 
 operation of said road under this lease, as shall be necessary to 
 enable the parties of the first part to make such reports to the 
 State or General Government as may be required by law, and in 
 ample time for the compliance with such laws by the parties of 
 the first part. And as often as once a year from and after some 
 . date to be fixed by the first parties, they shall render such a full 
 and perfect statement of the whole business of the preceding 
 year, and covering all items affecting the gross income of said 
 road, and its sources, and the expenditures upon said road and 
 their purposes, as shall enable the parties of the first part to 
 determine the results and operation of this contract, and to arrive 
 at a full settlement for the year preceding the date of such 
 statement. 
 
 ARTICLE TWENTY-SIXTH. 
 
 o. *o. to The parties of the second part agree to assume and carry out 
 provUms the existing agreements between the Albany Railroad Bridge 
 contracts' 1 Company, and the Ferry Company, with the Iowa Land Company, 
 c^iV to wit: contract executed June 18, 1860, between Albany Rail- 
 road Bridge Company and Iowa Land Company, and contract 
 executed June 18, 1860, between Iowa Land Company and 
 Chicago, Iowa and Nebraska Railroad Company, for lease of ferry,
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 21 
 
 triplicates of both of which contracts are this day assigned, sub- 
 ject to the provisions of this indenture, to the Galena and Chicago 
 Union Railroad Company, and to which contracts reference is 
 hereby made, by which it is agreed, in consideration of certain 
 grants by said Land Company, that all grain purchased in the 
 city of Clinton, not brought there over the Chicago, Iowa ^and 
 Nebraska Railroad or any other railroad, and which shall be 
 shipped from Clinton by said purchasers to cross the said bridge 
 and ferry, shall cross the said bridge free of all toll or charges to 
 such shippers or railroad transporting the same, and shall cross 
 said ferry without charge to such shippers. The tolls of said 
 ferryjtge of grain purchased in Clinton being chargeable to the 
 Iowa Land Company, in accordance with the provisions of the 
 lease of said ferry by the Iowa Land Company to the Chicago, 
 Iowa and Nebraska Railroad, which is herewith transferred to the 
 said parties of the second part ; and all transfers and conveyances 
 or leases of said ferry and bridge rights provided by this inden- 
 ture, are declared to be taken and received by the parties of the 
 second part, subject to the said stipulations which are to be 
 performed by them. 
 
 ARTICLE TWENTY-SEVENTH. 
 
 It is understood and agreed, that parties of the second part o. * c. to 
 
 ,, /.i . . assume th 
 
 assume the position and place ot the parties of the first part in van Kuren 
 reference to the car shop lot in Clinton (part of said railroad 
 grounds) leased to one Van Kuren for erecting a car house, and 
 now occupied by him under an agreement that when possession 
 of the premises should be required by first parties, or whenever 
 the said Van Kuren did not desire to renew the lease under which 
 said ground was let, for such purpose, the shops and fixtures 
 placed thereon by Van Kuren should be appraised by disinterested 
 parties at their fair cash value, and such amount be paid to him ; 
 and whenever by the terms of said lease, or of any future agree- 
 ment, the said Van Kuren or his assigns shall be entitled to pay- 
 ment of the value of said erections and fixtures, the parties of the 
 second part will pay the same. 
 
 The contract between the parties of the first part with said Van 
 Kuren, to build fifty box freight cars, is to be assigned to the said 
 parties of the second part. 
 
 ARTICLE TWENTY-EIGHTH. 
 
 'The parties of the first part further covenant and agree with I ^ 
 the said parties of the second part, that on or before the first day fort 
 of August next, they will deposit with the trustee named in the
 
 22 AGREEMENT CHICAGO, IOWA AND NEBRASKA RAILROAD, 
 
 bonds*** ^ r8 ^ mor ^g a S e bonds, forty- four of said first mortgage bonds to be 
 wlth applied in payment of the sinking fund provided for in said mort- 
 gage, as far as the said forty-four bonds will extinguish the same, 
 from the first day of December, 1862, inclusive, and the unpaid 
 coupons to the first day of June, 186'.', upon the first mortgage 
 bonds, and the unpaid coupons upon the second mortgage bonds 
 up tb July 1, 1862, shall be canceled and extinguished if the same 
 has not previously been done ; it being the intention of the parties 
 Amount of hereto, that there shall not in any way be outstanding any further 
 m r ortgge amount of bonds than seven hundred and fifty thousand dollars 
 $T50,ooo! >e under the first mortgage, and seven hundred thousand dollars 
 under the second mortgage, and no coupons under the second 
 mortgage due before January 1, 1863, nor on the first mortgage 
 due before December 1, 1862. 
 
 *inentory ARTICLE TWENTY-NINTH.* 
 
 See Article _., 
 
 Fourth, of The parties hereto agree mutually, that as nearly as may be 
 m P n P ary practicable before the first day of August, 1862, a full and correct 
 invoice of all the motive and rolling stock upon the road of the 
 Provision parties of the first part, or belonging to said railroad, and of all 
 invoice of other appurtenances which are not intended by the parties hereto 
 property, to pass under the terms of real estate or real estate interests, such 
 as movable machinery, hand cars, turning lathes, tools, implements, 
 etc., and excepting from the operation of this article, fifty box 
 freight cars, two locomotives and three shop lathes, which have 
 been purchased by the Galena Company, and all items which may 
 be included in an invoice of personal property in this indenture 
 mentioned, shall be made by the parties of the second part and 
 appraised by a referee to be agreed upon by the Presidents or other 
 officers of the respective companies, who shall examine the same, 
 and determine in writing what the value of the items of said 
 invoice, taking the classes of property separately, shall be, or was, 
 on the first day of August next, and such appraisal, signed by him, 
 shall be signed in duplicate and delivered to the parties hereto 
 respectively, and such invoice and appraisal, in case of any 
 question arising thereon in the future, shall be conclusive between 
 the parlies; each paying one-half of the expense of such appraisal. 
 The parties of the first part agree to give every facility to the 
 appraiser in the valuation of such property, which may be prac- 
 ticable. 
 
 ARTICLE THIRTIETH. 
 
 * 
 
 Q. * c. to The partiesof the second part agree to assume the obligations 
 c"tct of the parties of the first part to the Illinois and .Mississippi Tele-
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPACT. 23 
 
 graph Company, in respect to the carriage of materials, men, etc., ,*]', r , ph 
 over the road, and in respect to aid to be rendered that company e>pny. 
 in the premises, and are to be entitled to all the rights of the par- 
 ties of the first part in the use of the telegraph. 
 
 ARTICLE THIRTY-FIRST. 
 
 
 
 And the said parties of the first part further covenant and agree Corenant 
 with said parties of the second part, that they, the said parties of 
 the first part, are well and lawfully possessed of the premises hereby 
 demised, in accordance with the laws of Iowa, respecting railroad 
 easements, and have full power to convey the same, and the same 
 in quiet enjoyment of the said parties of the second part, shall and 
 will warrant, and by these presents forever defend. 
 
 In Witness "Whereof, The parties hereto, under and by virtue of 
 the acts and resolutions of the stockholders in their respective 
 companies, and of the proceedings thereunder, authorizing the 
 same, have caused this instrument to be executed as their act, and 
 in their behalf, by their respective Presidents and under their 
 several corporate seals, and attested by their respective Secretaries, 
 the day and year first above written. 
 
 [L. s.] (Signed) JOHN BERTRAM, 
 
 President, Chicago, Iowa and tfebratka Rail Road. 
 Attest: 
 (Signed) JAMES M. HAM, Secretary. 
 
 GALENA AND CHICAGO UNION RAILROAD 
 [L. s.] COMPANY, 
 
 87 W. H. BROWX, President. 
 Attest : 
 (Signed) W. M. LARRABEB, Secretary.
 
 AGUKKMENT CHICAGO, IOWA AND NEBRASKA RAILROAD. 
 
 The undersigned, duly appointed at the annual meeting of the 
 stockholders of the Chicago, Iowa and Nebraska Railroad, held at 
 the city of Clinton, Iowa, as a special committee with full power 
 and authority to conclude and consummate an arrangement or 
 agreement for a permanent leasing of their railroad and the railroad 
 bridge and ferry connected and operated therewith, to the Galena 
 and Chicago Union Railroad Company, on such terms and condi- 
 tions as the said committee should approve, with the power of 
 referring to an arbitrator, such points as they might be unable to 
 agree upon with said company ; do hereby certify, that the Con- 
 tract or Lease hereto annexed, embodies and sets forth the terms 
 of leasing of the said road as authorized, to said Galena and 
 Chicago Union Railroad Company, to which the said committee 
 have agreed, in virtue of the authority aforesaid. 
 
 CHICAGO, July 3, 1862. 
 
 (Signed) JOHN BERTRAM. 
 
 In presence of ( " ) ^ J * "' CROCKER. 
 
 (Signed) HOKACB WILLIAMS. ( " ) THOS. T. DAVIS. 
 
 ( ) CHAS. A. LAMBARD. 
 
 ( ) J. E. BEECHER.
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 25 
 
 I, E. B. Talcott, of the city of Chicago and State of Illinois, 
 duly selected and appointed referee by the Galena and Chicago 
 Union Railroad Company and the Chicago, Iowa and Nebraska 
 Railroad, and Cedar Rapids and Missouri River Railroad, to exam- 
 ine into the matter of a proposed leasing of the Chicago, Iowa 
 and Nebraska Railroad, and the Cedar Rapids and Missouri River 
 Railroad, and any extension of said railroad westerly of its pres- 
 ent terminus towards the Missouri river, and the ferry at Clinton 
 and Albany railroad bridge, and with full power to determine and 
 fix what per centagc of the gross earnings of the business of the 
 Chicago, Iowa and Nebraska Railroad, the said ferry at Clinton 
 and the Albany railroad bridge, shall each year be paid to the said 
 Chicago, Iowa and Nebraska Railroad for a perpetual lease of said 
 road and appurtenances, rolling stock, equipment, bridge, ferry 
 and boats, and also the times, places and manner of paj'ment of 
 the same, with full power also to determine and direct the mode in 
 which the lessee should be protected in the use and occupation of 
 the same, and their title under such lease be assured and made 
 good, and their possession be protected ; and also, to fix the prin- 
 ciples upon which the tariff of freight and business should be made, 
 and also, to fix and determine any and all other matters in and 
 about the premises, and determine any other provisions and stipu- 
 lations which are just and expedient for the mutual and several 
 protection of the said parties ; do hereby certify, that I have fully 
 and fairly examined into the whole subject of said Lease and Con- 
 tract, and have taken into consideration all the facts and circum- 
 stances justly and properly affecting said Lease and said arrange- 
 ments, and that I do determine and adjudge that said Lease of said 
 Chicago, Iowa and Nebraska Railroad, and the ferry at Clinton, 
 and the Albany railroad bridge, shall be made upon the terms, con- 
 ditions, and considerations, and rental, which are set forth in the 
 annexed Contract, and that the title of said railroad, and said ferry, 
 and said Albany railroad bridge, and all the other property, rights, 
 incidents and appurtenances of the same, shall be protected and 
 the possession of the same secured unto the said Galena and Chi- 
 cago Union Railroad Company, by the payment of the several 
 mortgages, mortgage bonds and interest coupons of the same, in 
 the way and manner and mode set forth in said annexed Con- 
 tract and Lease, and I do further fix the principles of said tariff in 
 the way and manner set forth in said annexed Contract; and fix 
 4
 
 26 AGREEMENT CHICAGO, IOWA AND NEBRASKA RAILROAD, 
 
 all the other provisions and stipulations, of every character and 
 kind, as the same are set forth in said annexed Contract ; and I 
 further certify, that the same are just and proper for the mutual 
 and several protection of said parties. I further certify, that I 
 have also fixed and determined the terms .and conditions of a 
 lease to be made of the Cedar Rapids and Missouri River Rail- 
 road, and any extension of the same toward the Missouri river, 
 by another and separate award of a similar character to this, 
 which award and the terms thereof are embodied in a Contract 
 and Lease made by said Cedar Rapids and Missouri River Rail- 
 road to said Galena and Chicago Union Railroad Company, in 
 accordance with my said determination and award, and dated July 
 second, 1862. 
 
 (Signed) E. B. TALCOTT, 
 
 Referee.
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 27 
 
 The parties to the preceding Indenture, for the considerations 
 therein recited, covenant and agree, to and with each other, upon 
 the following Articles as explanatory of, or supplementary to 
 said Indenture, viz. : 
 
 FIRST. 
 
 The annual rental reserved in the foregoing agreement, is 
 declared to be payable quarterly, from and after the first day of 
 August in each year, and shall be paid quarterly, except while the 
 parties of the second part shall elect to pay the liabilities of the 
 parties of the first part, in accordance with the provisions of said 
 agreement. 
 
 SECOND. 
 
 The parties of the second part agree that the parties of the first 
 part shall, during the continuance of this agreement, be furnished 
 with a suitable and appropriate office for the Secretary of the par- 
 ties of the first part, to be located adjoining, or near to the Clinton 
 office of the parties of the second part, without charge therefor, 
 and that, until otherwise agreed, the said parties of the first 
 part shall retain the possession of their present Secretary's office in 
 the depot at Clinton aforesaid, free of all rent and charge. 
 
 THIRD. 
 
 The parties agree that the following clause shall be added at the 
 foot of article ninth (9th) in said preceding Indenture, restricting 
 the right of the parties of the second part to connect with other 
 lines of railroad, at, or near, Clinton, viz. : 
 
 " This covenant is hereby declared to be a material covenant, 
 the violation of which would injuriously affect the rights and 
 interests of the parties of the first part, within the meaning of this 
 indenture."
 
 AGREEMENT C. I. * N. R. R., 1ITTH G. * C. F. R. R. CO. 
 
 FOURTH. 
 
 Article twenty nine (29) in the preceding indenture, relating to 
 inventory, is hereby declared to be void, and not binding upon the 
 parties to said indenture. 
 
 [L. s.] (Signed) JOHX BERTRAM, 
 
 In presence of President Chicago, lotea and Xe&rati-a R. R. 
 
 ?.--:-i JAS. R CCEWIS, toJ. B. 
 
 Attest: 
 (Signed) JAMXS M. HAM, Secretary. 
 
 [L. a.] (Signed) W. H. BROWX. 
 
 President Gait** mud CUemfQ ITwwm J2. /L Compmy. 
 Attest: 
 (Signed) W. M. LAUABEE, Secretary.
 
 .AGREEMENT 
 
 BKTWEKN THK 
 
 IOWA LAND COMPANY, 
 
 AXD THE 
 
 CHICAGO, IOWA AND NEBRASKA R. R. COMPANY. 
 
 THIS AGREEMENT, Entered into by and between the Iowa Land 
 Company, and the Chicago, Iowa and Nebraska Railroad Com- 
 pany, both being corporations established under the laws of the 
 State of Iowa, this eighteenth day of June, A. D. 1860, in pursu- 
 ance of the votes of the Boards of Directors of the respective com- 
 panies, Witnesseth, That the said Iowa Land Company doth hereby 
 lease to the said railroad company, the ferry boat called the 
 " Commodore," with all the rights and privileges of th$ franchise 
 owned by said land company, so far as running a ferry between 
 Clinton and the Island or the Illinois shore is concerned, as here- 
 tofore used by said railroad company by parol lease from said land 
 company, for the term of six years from July 1st, 1860, upon the 
 following terms and conditions, viz. : The said railroad company are 
 to pay to said land company an annual rent of two thousand dol- 
 lars from the first day of February last, and at that rate to the 
 expiration of this contract said rent being payable on the first 
 day of February of each year for the preceding year's rent, and 
 on the first day of July, 1866, for the five months' rent from said 
 first day of February, 1866; and are to keep said ferry boat in 
 repair at their own expense, and to supply such other boat or boats 
 as they may see fit, and to run such ferry and to perform such 
 duties as are imposed by said franchises upon the owners thereof, 
 and in all respects save said land company harmless from all lia- 
 bility arising out of the same, and the said railroad company are 
 to have and receive all benefit of tolls and charges granted by said 
 franchises (as derived from the State of Illinois or Iowa) during 
 the continuance of this lease. 
 
 And the said railroad company agree further, to take over and 
 transport to Little Rock Island, and deliver to the Albany Railroad 
 Bridge Company, or such railroad company as may cross the same, 
 all grain which shall be purchased in the town or city of Clinton
 
 30 AGREEMENT IOWA LAND CO., WITH C. I. & N. R. R. CO. 
 
 (not brought there over the Chicago, Iowa and Nebraska Railroad, 
 or other railroad) and shipped therefrom, at a rate of toll equal to 
 the actual cost of such transportation, but not exceeding one and 
 one-half cents per hundred pounds, including the handling and fer- 
 riage ; which toll is to be charged to said land company and not 
 to such shippers. Such charge* to be allowed in part payment of 
 the annual rent as aforesaid such grain to be transported from 
 time to time as the same may be offered by such shippers ; but it is 
 further agreed, that the charges for such transportation during any 
 one year shall not exceed the sum of two thousand dollars, and in 
 case the rate above named should bring up the aggregate of charges 
 in any one year to a sum exceeding two thousand dollars, the rate 
 shall be reduced as to bring the said aggregate within such sum. 
 
 And it is further agreed, that in case the freight of said railroad 
 company should, for any cause, be delivered to any other railroad 
 company or bridge company, at any other place than the island, 
 the grain shipped from Clinton as aforesaid, shall be delivered at 
 such other point upon the terms above set forth in relation to said 
 island. 
 
 It being understood, that in case of the failure to pay such rent, 
 or to perform the agreements and stipulations above set forth, by 
 the said railroad company, the said land company may declare this 
 lease forfeited and annuled, and resume said boat and franchises. 
 And at the end of this lease said railroad company are to restore 
 said franchises and said boat in good order and condition, (reason- 
 able wear excepted). 
 
 In Witness Whereof, The said companies have caused this 
 agreement to be executed by their respective Presidents and attested 
 by their Secretaries, under their respective corporate seals, this 
 eighteenth day of June, A. D. 1860. 
 
 [L. s.] (Signed) JOHN BERTRAM, President. 
 
 Attest: 
 (Signed) JAMES M. HAM, Secretary. 
 
 [L. s.] (Signed) H. WILLIAMS, 
 
 President Iowa Land Company. 
 (Signed) J. VANDEVENTER, Secretary.
 
 BKTTVKKN THI 
 
 IOWA LAND COMPANY, 
 
 AND THE 
 
 CHICAGO, IOWA AND NEBRASKA RAILROAD CO. 
 
 AGREEMENT, Made and entered into between The Iowa Land 
 Company of the first part, and The Chicago, Iowa and Nebraska 
 Railroad Company of the second part, June 26th, 1862. 
 
 Whereas, on the 1 8th day of June, 1 860, an agreement was entered 
 into and executed between the aforesaid parties, by virtue of which 
 the said Land Company leased to the said Railroad Company, for 
 the term of six years from July 1st, 1860, the ferry boat called the 
 " Commodore," with all the rights and privileges of said land 
 company under a franchise owned by them, to maintain and oper- 
 ate for said term, a ferry between Clinton and Little Rock Island, 
 lying in the Mississippi river opposite thereto, subject to the pay- 
 ment of an annual rental of two thousand dollars, as specified 
 therein, by the railroad company to the land company, payable 
 as is in said contract particularly set forth, reference being hereby 
 made thereto, and in and by which it was also agreed that the said 
 railroad company should, during said term, keep the said ferry 
 boat, etc., in repair at their own expense, and run said ferry, and 
 perform all the duties imposed by said ferry franchise in respect to 
 said ferry on said line, upon the owners thereof, and in all respects 
 save said land company harmless from all liability and expenses in 
 the premises. 
 
 And in and by which contract it was further provided, as will 
 be seen by reference to the same, that the said railroad company 
 should transport and deliver at Little Rock Island, as stated there- 
 in, all such grain purchased in the town or city of Clinton, 
 (excluding that brought over any railroad thereto) and shipped 
 therefrom, at actual cost, not exceeding one and a half cents per 
 one hundred pounds, including handling and ferriage, which toll or 
 cost, was to be charged to the land company and not to the ship- 
 per, and to be credited to the railroad by the laud company toward
 
 32 AGREEMENT IOWA LAND COMPANY, WITH 
 
 the payment of said annual rental and use aforesaid, it being pro- 
 vided by said contract that the said railroad company shall not 
 charge, at any time, such rate of toll as will in any one year exceed 
 the said rental of two thousand dollars, on all the grain bought 
 and shipped as aforesaid from Clinton. 
 
 And whereas, it is probable that the parties of the second part 
 may desire to lease their line of railroad between Clinton, Clinton 
 county, and Cedar Rapids in Linn county, to the Galena and Chi- 
 cago Union Railroad Company, and to secure to said last named 
 company the control and use of said ferry line, between Clinton 
 and Little Rock Island, until abridge shall be constructed between 
 Little Rock Island and the Iowa shore, in Clinton, as aforesaid. 
 
 Now therefore, in consideration of the premises, and for mutual 
 considerations paid and received, by the parties hereto, it is agreed, 
 that the said land company will, and it does hereby extend and 
 continue the lease above referred to, and all the rights and inci- 
 dents thereof, to the party of the second part, upon the terms and 
 conditions of the said agreement of June 18th, I860, and subject 
 to the payment of the rental therein mentioned, so long as the said 
 ferry shall be used for the transit of freight and passengers between 
 Clinton and Little Rock Island aforesaid, and the use of the said 
 ferry boat Commodore shall continue in the said railroad company 
 till the term aforesaid. The said rental shall be paid in the man- 
 ner provided for in said agreement of June 18th, 1860, which agree- 
 ment is by its terms to cover the extension hereby provided. 
 
 Whenever the railroad bridge from Clinton to Little Rock Island 
 shall be constructed, or whenever, if such event should happen, 
 the said ferry line shall not be used for the purposes herein indi- 
 cated, then this lease shall cease, and the said railroad company of 
 the second part, shall surrender the said ferry, appurtenances, 
 boat, etc., in as good condition as the same now are, natural wear 
 and decay not the subject of reparation only exceptod. 
 
 And the said railroad company of the second part, hereby agrees 
 to lease, take and maintain the said ferry, arid to operate the same, 
 and to pay rental in the manner provided and specified in this 
 agreement. 
 
 In Witness Whereof, The said parties hereto have caused this 
 instrument to be signed in triplicate by their respective Presidents,
 
 CHICAGO, IOWA AND NEBRASKA RAILROAD COMPANY. 33 
 
 and attested by their respective Secretaries under their corporate 
 seals, the day and year first above written. 
 
 [ L . s.] (Signed) H. WILLIAMS, 
 
 (Signed) J. VANDEVENTER, President Iowa Land Co. 
 
 Sceretury I, L. Co. 
 
 [L. s.] (Signed) JOHN BERTRAM, 
 
 Pres. C. I. and N. JR. R. 
 Attest: 
 (Signed) JAUKS M. HAM, 
 
 Sec'y C. L and N. R. R. 
 
 For value received of the Galena and Chicago Union Railroad 
 Company, the Chicago, Iowa and Nebraska Railroad Company 
 hereby transfers and assigns to the said Galena and Chicago Union 
 Railroad Company, the within triplicate agreement or lease, of 
 which one original is still in the hands of the Chicago, Iowa and 
 Nebraska Railroad Company, and one in the hands of the Iowa 
 Land Company, together with all the rights and interests of the 
 Chicago, Iowa and Nebraska Railroad Company therein, and in 
 the premises therein described, for the term and purposes, and 
 subject to the provisions, of a certain Indenture of Lease executed 
 by the Chicago Iowa and Nebraska Railroad Company to the 
 Galena and Chicago Union Railroad Company, covering the Al- 
 bany Railroad bridge and the ferry at Clinton, and the Chicago, 
 Iowa and Nebraska Railroad, dated July 3rd, 1862. 
 
 [L. s.] (Signed) JOHN BERTRAM, 
 
 President Chicago, Iowa and Nebraska Railroad. 
 Attest : 
 (Signed JAHES II. HAM, 
 
 ScJy C. L and N. R. R.
 
 BETWEEN THB 
 
 ALBANY RAILROAD BRIDGE COMPANY, 
 
 AND THE 
 
 IOWA LAND COMPANY. 
 
 THIS AGREEMENT, Made and entered into by and between the 
 Albany Railroad Bridge Company, and the Iowa Land Company, 
 corporations by law established, this eighteenth day of June, 
 A. D. 1860, in pursuance of the votes of said companies (through 
 their Directors), respectively, Witnesseth, 
 
 That for and in consideration of certain agreements on the part 
 of said land company in relation to their ferry franchise, with the 
 Chicago, Iowa and Nebraska Railroad Co., securing to said rail- 
 road company the control of said franchise, and the right of trans- 
 portation of their freight and passengers to and from the bridges 
 of said bridge company, the said Albany Railroad Bridge Com- 
 pany hereby contracts and agrees with said land company, that all 
 grain purchased in the city of Clinton, not brought there over the 
 Chicago, Iowa and Nebraska Railroad, or other railroads, and 
 which shall be shipped from said Clinton by such purchasers, to 
 cross the bridge of said bridge company, shall cross the said 
 bridge free of all toll, arid that said bridge company will not 
 charge or exact from such shippers of grain so purchased, or from 
 any person or railroad, or other company which may transport the 
 same across said bridge, any charge or toll upon such grain, for 
 and during the full term of ten years from and after the date 
 hereof. 
 
 [L. s.] (Signed) CHAS. A. LAMBARD, Preset. 
 
 (Signed) H. WILLIAMS, SeJy. 
 
 ]u s.J (Signed) II. WILLIAMS, 
 
 President Iowa Land Co. 
 (Signed) J. VANDERVENTER, Sec'y.
 
 BETWEEN THB 
 
 ALBANY RAILROAD BRIDGE COMPANY, 
 
 AND THB 
 
 CHICAGO, IOWA AND NEBRASKA R. R. 
 
 INDENTURE, Made between the Albany Railroad Bridge Com- 
 pany, a corporation chartered and existing in the State of Illinois, 
 of the first part, and the Chicago, Iowa and Nebraska Railroad, a 
 corporation duly organized and existing in the State of Iowa, of 
 the second part. 
 
 Whereas, the parties of the first part have constructed a rail- 
 road bridge under their charter, extending from the east bank of 
 the Mississippi river, in Whiteside county, Illinois, below Fulton, 
 to Little Rock Island in the said river, opposite the city of Clinton, 
 in Iowa, which, with the railroad tracks on said island connecting 
 with the ferry between Clinton and said island, are now owned 
 by said bridge company, and the lands connected with the same 
 to which the said bridge company is entitled by contract with the 
 Iowa Land Company, have heretofore been, and are now leased 
 to the parties of the second part, for the term of three years, or 
 about that term, alter this date, subject to the payment of an 
 annual rental of twenty-one thousand dollars as mentioned therein, 
 and to covenants to maintain the said bridge nt, all times in good 
 order, repair and condition in all respects. 
 
 And whereas, it has been proposed by the said parties of the 
 second part to change the terms of the said lease, and to take a 
 lease of the said bridge, tracks, etc., during the term of the charter 
 of said parties of the first part, and during any renewals or exten- 
 sions thereof; to assume the preservation and maintenance thereof 
 at all times, to pay all taxes and assessments thereon, and to pay 
 a permanent annual rental thereon of twelve thousand dollars 
 semi-annually, in lieu of the existing rate, during said short term. 
 
 And whereas, at the annual meeting of the stockholders of said 
 company, duly convened at Little Rock Island, on the thirteenth 
 day of June, A. D. 1862, a resolution was duly and unanimously 
 adopted, authorizing a change of said existing arrangement, and
 
 36 AGREEMENT ALBANY RAILROAD BRIDGE COMPANY, 
 
 the execution of a lease on such terms and for such time as should 
 be agreed by John Bertram, Chas. A. Lambard and Horace 
 Willinms, as a committee of stockholders, and the Chicago, Iowa 
 and Nebraska Railroad ; and whereas, an agreement has been 
 made in pursuance of such authority, on the part of said parties 
 of the first part, by said committee and the said Chicago, Iowa 
 and Nebraska Railroad, by its President and Secretary duly 
 authorized in that behalf, on the terms herein specifically set forth. 
 Now, therefore, this Indenture Witnesseth, 
 
 That the said parties of the first part, by their said committee, 
 as well as by their President and Secretary, hereby agree to lease 
 and remise to the said Chicago, Iowa and Nebraska Railroad, its 
 successors and assigns, for and during the term of its charter, and 
 during any extension or renewal thereof, the said railroad bridge 
 and tracks thereon, and the tracks and grounds connected there- 
 with, as contracted to be conveyed to them by the Iowa Land 
 Company, on said Little Rock Island, and all the incidents and 
 appurtenances of said bridge and railroad ^tracks, for the annual 
 rental of twelve thousand dollars, payable semi-annually from and 
 after the first day of August, 1862, so long as this contract shall 
 exist in force under said charter of the bridge company, and of 
 said Chicago, Iowa and Nebraska Railroad, or the extensions or 
 renewals thereof, which they mutually agree to procure by the use 
 of all legal and proper measures in that behalf. 
 
 The said parties of the second part, in consideration of the said 
 agreement, agree, on their part, to assume and pay the said 
 annual rental semi-annually as above stipulated, to pay all taxes 
 and assessments at any time imposed upon the said bridge and 
 property, and so long as this lease shall exist, to keep and main- 
 tain the said bridge and tracks, and appurtenances, in good order 
 and condition. 
 
 And this lease is made, executed and determined upon the 
 following condition, that the said Chicago, Iowa and Nebraska 
 railroad, shall at all times observe, keep and perform all the agree- 
 ments and contracts made by the parties of the first part, with 
 the Iowa Land Company, relating to charges on grain purchased 
 in Clinton, dated June 18, A. D. 1860. 
 
 Jn case of default in the fulfillment of any of the material pro- 
 visions of this contract by the parties of the second part, the 
 parties of the first part may, on written notice thereof of four 
 months, Jake any proper measures in any court of record of equit- 
 able jurisdiction, to terminate such lease by such judgment or 
 decree as may be entered in that behalf.
 
 WITH CHICAGO, IOWA AND NEBRASKA RAILROAD. 
 
 The parties hereto mutually agree to maintain their respective 
 corporate organizations during the term of the respective charters 
 or renewals thereof, by the election of officers, and the other acts 
 made requisite by law. 
 
 In Witness Whereof, The said parties of the first part have 
 caused this instrument to be executed in triplicate in their behalf 
 by the said John Bertram, ^Chns. A. Lambard and Horace Wil- 
 liams, committee as aforesaid, as well as by their President and 
 Secretary under their corporate seal, and the said parties of the 
 second part have caused the same to be executed by their Presi- 
 dent, and attested by their Secretary under their corporate seal, 
 the 26th day of June, A. D. 1862. 
 
 (Signed) CHAS. A. LAMBARD, 
 
 HORACE WILLIAMS, 
 
 Committee. 
 
 [L. s.] (Signed) CHAS. A. LAMBARD, 
 
 President of Albany R. R. Bridge Company. 
 H. WILLIAMS, Secretary. 
 
 [L. s.] (Signed) JOHN BERTRAM, 
 
 President of Chicago, Iowa and Nebraska R. R. Co. 
 Atto?t : 
 (Signed) JAMKS M. HAM, Secretary.
 
 38 AGREEMENT A. R. E. B. CO., WITH C. I. <fe N. R. R. 
 
 FOB VALUE RECEIVED of the Galena and Chicago Union Rail- 
 road Company, The Chicago, Iowa and Nebraska Railroad 
 Company hereby transfers and assigns to the said Galena and 
 Chicago Union Railroad Company the within triplicate agreement 
 or lease, of which one original is still in the hands of the Chicago, 
 Iowa and Nebraska Railroad Company, and one in the hands of 
 the Albany Railroad Bridge Company, together with all the^ 
 rights and interests of the Chicago, Iowa and Nebraska Railroad 
 Company thereto, and in the premises therein described, for the 
 term and purposes, and subject to the provisions of a certain 
 indenture of Lease, dated July 3rd, 1802, executed by the Chicago, 
 Iowa and Nebraska Railroad Company to the Galena and Chicago 
 Union Railroad Company, covering the Albany Railroad Bridge, 
 and the Ferry at Clinton, and the Chicago, Iowa and Nebraska 
 Railroad. 
 
 [L. s.] (Signed) JOHN BERTRAM, 
 
 President of Chicago, Iowa and Nebraska R. It. Co 
 Attest : 
 (Signed) JAMES M. HAM, Secretary.
 
 BKTWKKN THE 
 
 CEDAR RAPIDS AND MISSOURI RIVER R. R. CO. 
 
 . AND THE 
 
 GALENA AND CHICAGO UNION R. R. CO. 
 
 INDENTURE, Made this eighth day of July, 1862, between the Parlies - 
 Cedir Rapids and Missouri River Railroad Company, a corpora- 
 tion duly organized under the general laws of Iowa, of the first 
 part, and the Galena and Chicago Union Railroad Company, a cor- 
 poration duly chartered in and by the State of Illinois, of the 
 second part. 
 
 The Galena and Chicago Union Railroad Company above named Recital. 
 are now the owners and operators of a line of railway extending from 
 the city of Chicago to the easterly bank of the Mississippi river, 
 below Fulton and opposite to Clinton, Clinton county, Iowa, and 
 designated as the Chicago, Fulton and Iowa Air Line of the Ga- 
 lena and Chicago Union Railroad Company. The said line is con- 
 nected at its western terminus with the eastern terminus of the 
 Chicago, Iowa and Nebraska Railroad, at Clinton, aforesaid, by 
 the railroad bridge and tracks constructed by the Albany Railroad 
 Bridge Company from the eastern bank of the Mississippi, afore- 
 said, to Little Rock Island, in said river, opposite to Clinton, and 
 by a ferry from Little Rock Island to the tracks of said Chicago, 
 Iowa and Nebraska Railroad, on the west bank of said river, in 
 Clinton. 
 
 The Chicago, Iowa and Nebraska Railroad owns and* operates a 
 line from Clinton, Clinton county, to Cedar Rapids, in Linn county, 
 Iowa, about eighty-two miles in length. 
 
 The parties of the first part have commenced the construction Heciui. 
 of a railroad from the western terminus of the Chicago, Iowa and 
 Nebraska Railroad, on a line westerly, and as nearly as is deemed 
 practicable, on the forty-second parallel of north latitude, to the 
 Missouri river, under authority of an act of the legislature of the 
 State of Iowa, granting to said company, conditionally, that por- 
 tion of the lands donated in trust to the State of Iowa for railroad
 
 40 AGREEMENT CEDAR RAPIDS AND MISSOURI RIVER R. K. CO., 
 
 purposes in 1856, which was by the legislature aforesaid, in July, 
 1856, granted to the Iowa Central Air Line Railroad Company, on 
 conditions, for a violation of which said lands were resumed by 
 the said State in 1860. 
 
 The parties of the first part have completed so far as to put into 
 
 completed, operation forty miles of the said road, and^ have graded a further 
 line of thirty miles, to be completed the present season. 
 
 Lire or The said Hue from Chicago to Clinton and Cedar Rapids, and 
 
 thence on the completed and projected line of the parties of the 
 first part, forms a direct and substantially a right line from Chicago 
 to the Missouri river, and it is believed to be for the interest of all 
 parties in the respective railroads, that the completed line and the 
 residue thereof, as fast as it may reasonably be completed, should 
 be controlled and operated as one continuous through line, giving 
 to each of the companies thus combining their interests, the pro- 
 portionate and just rights and remuneration to which they are 
 respectively entitled in the premises. 
 
 fecitaT The parties of the second part propose, in view of the mutual 
 benefits to be derived from the completion and control of said 
 through line to the Missouri, to lease of the Chicago, Iowa and 
 Nebraska Railroad permanently the rights held by that company 
 in the Albany railroad bridge, the said railroad grounds on Little 
 Rock Island, and tracks on Little Rock Island, connecting the 
 same with the said ferry ; the said ferry right from Little Mock 
 Island to Clinton, and the said railroad from Clinton to Cedar 
 Rapids, and the connection with the railroad of the parties of the 
 first part, and they further propose to lease of and from the parties of 
 the first part, in the event of perfecting the lease from the Chicago, 
 Iowa and Nebraska railroad said forty miles of completed line, the 
 said thirty miles as soon as the same shall be completed in sections 
 from station to station of eight to ten miles each, and the residue 
 of the said line as the same shall be hereafter constructed and 
 ready for operation in the manner provided by this contract 
 
 Now, therefore, this Indenture witnesseth, that the parties hereto, 
 and subject always to the proviso that the agreement of lease 
 before referred to, shall be duly executed by and become opera- 
 tive, between the said Chicago, Iowa and Nebraska Railroad and 
 the parties of the second part, have, for the purpose of carrying 
 into effect the objects before recited, and for mutual considerations 
 passing between them respectively, agreed and do hereby agree to 
 and upon the following, articles or contract :
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 41 
 
 ARTICLE FIRST. 
 
 The said parties of the first part, for and in consideration of the C.R.*M. 
 
 to lease 
 
 rents and covenants hereinafter reserved to be paid and performed forty 
 
 * miles of 
 
 by the parties of the second part, have granted, demised and road to 
 leased, and by these presents do grant, demise and lease, to the 
 said parties of the second part, their successors and assigns, for 
 the term of the charter of the said parties of the first part, and for 
 the term of any renewal or extension thereof, by the act of the 
 legislature, or by any' re-organization, the forty miles of railroad of 
 said parties of the first part, now completed and extending from 
 the western terminus of th Chicago, Iowa and Nebraska Railroad 
 to or near Otter Creek, westerly of Cedar Rapids, together with 
 the right of way, structure and superstructure, station and station 
 grounds, depots and all appurtenances, appendages, fixtures and 
 real and personal property in any way or manner connected with and 
 belonging to said railroad, or incident thereto, with all side tracks, 
 turn tables, turn-outs, bridges and culverts, and all the rights, privi- 
 leges and possessions of said railroad ; and also thirty miles of rail- 
 road now in the process of construction from or near Otter Creek And any 
 to Marshalltown, and any further extension or additional railroad MMVMI 
 which the said parties of the first part may hereafter at any tima creek? r 
 construct; meaning and intending hereby to lease, grant and 
 demise to the said parties of the second part, the entire line of 
 railroad of the parties of the first part, which is now constructed 
 and completed, or which they may at any time hereafter construct 
 and complete, under and by virtue of their said charter and the 
 laws of Iowa, upon the terms and conditions hereinafter specified. 
 
 The said contract, agreement, and lease and possessions above Condmoa 
 set forth are expressly declared to be subject to and conditional 
 upon the observance and fulfilment by the parties of the second 
 part, of the covenants hereinafter set forth on their part in respect 
 to the operating, equipment and use of said completed line, and 
 the payment of the rental hereinafter stipulated or provided for, 
 and also in respect to the use, operation and equipment of the resi- 
 due of the line of the parties of the first part, as referred to or 
 described, and to the payment of the rental provided therefor, as 
 well as to the observance of the remaining covenants of the par- 
 ties of the second part, contained in this lease.
 
 42 AREKMKXT CEDAR RAPIDS AND MISSOURI RIVER R. R. CO., 
 
 ARTICLE SECOND. 
 
 Lease of The lease of the said forty miles is to take effect on the first day 
 miiesto of August, 1862, and to run from that date, but it is expressly 
 
 commence 
 
 1st Aug. agreed by the parties of the first part, that they will make all such 
 repairs and do all such work upon said for,ty miles of railroad, as 
 
 to make E. B. Talcott, Superintendent of the Galena and Chicago Union 
 
 etc. Railroad, and John J. Blair, shall, on examination of said railroad, 
 
 determine to be necessary to make said road in all respects 
 equal to that portion of the Chicago, Iowa ami Nebraska Railroad 
 between Cedar Rapids and Mount Vernon, which was laid with a 
 forty-five pound rail; making all due allowance for any improve- 
 ment of the said last mentioned road s ; iice its opening for general 
 business, and regarding the Cedar Rapids and Missouri River 
 Railroad as a new structure; which work and repairs shall be 
 done within a reasonable time after such examination shall so take 
 
 Arbitra-^ place as aforesaid. And in case said Talcott and Blair cannot 
 
 tors t<> be 
 
 appointed, agree as to what shall be done to fully complete said railroad, 
 then they shall choose some competent, disinterested engineer or 
 person skilled in building and constructing railroads, who shall 
 examine the same, and his decision shall be final in the matter, and 
 shall govern all the parties to this contract, and said parties of the 
 first part shall do and perform whatever they shall adjudge right 
 and just in and abouc the premises. 
 
 ARTICLE THIRD. 
 
 Thirty ad- The said parties of the first part do hereby covenant and agree 
 
 ditional 
 
 miles to to and with the parties of the second part, to construct and coro- 
 
 Marsliall- 
 
 tuwntobe plete the thirtv miles of railroad above mentioned between Otter 
 
 compieieil * * 
 
 this season Creek and Mars'halltown, during the present season, and that said 
 railroad shall be built and constructed with forty-five pound rails, 
 and shall be as good in all respects as the Chicago, Iowa and 
 Nebraska Railroad between Cedar Rapids and Mount Vernon was, 
 at the time of its opening for general business. The grades and 
 curv es thereon shall be as favorable and easy, taking the natural 
 conformation and difficulties of the -line into consideration, as those 
 of the Chicago, Iowa and Nebraska Road are, in reference 
 to the character of the country through which the same is con- 
 structed. 
 
 finished '^ ne sa ^ parties of the first part hereby covenant and agree to 
 m.diHken furnish and complete said thirty miles of railroad in sections from 
 
 luinctiuus. . 
 
 station to station of not less than eight miles, and the said parties 
 of the second part agree to accept the same when so finished,
 
 I 
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 43 
 
 inspected and approved by a competent person to be mutually 
 chosen for that purpose, and to have nd hold the same for and 
 during the term hereinabove mentioned, and upou the terms and 
 conditions herein set forth. 
 
 ARTICLE FOURTH. 
 
 The said parties of he first part covenant and asrree, that they c. R. AM. 
 
 r J to furnish 
 
 will furnish to the said parties of the second part, as an incident station 
 
 groi nds, 
 
 to the lease of the railroad hereby leased and granted, the neces- catiie 
 sary depot and station grounds, and grounds for wood yards and 
 cattle yards, wherever stations shall be located by them on said 
 line, and that they will furnish and construct at the stations on the 
 first seventy miles of road from Cedar Rapids to Marshalltown 
 inclusive, seven suitable and appropriate station houses at the seven sta- 
 
 ,. ... tlon houses 
 
 stations, and four suitable water tanks, and four wells similar to on first 
 those on the Chicago, Iowa and Nebraska Railroad, where the miles, and 
 same can be conveniently located, in reference to the supply of wate'r" 1 
 water, and the wants of the railroad. They will also perfect the a*d per- 
 title to the right of way on the first forty miles, where by contract n^tof 51 ' 
 the same is payable in money, by the first day of August, 1862, way * 
 and where no contract exists, as soon as a perfect release may* be 
 obtained by appropriate legal means, and where the right of way 
 is by contract to be paid in the construction of fences, as sorn as 
 the same can reasonably be done, and to the satisfaction of the 
 land owners, where such fencing is to be constructed. 
 
 And they further covenant and agree, that they will at all times G. AC. 
 protect the said parties of the second part in the quiet possession q.iiet e 
 and enjoyment of the premises and rights hereby granted, or *" 
 intended so to be, on said line of forty miles, and will assume and 
 pay all liens and incumbrances at any time found to exist thereon, 
 with all costs, damages and legal charges by reason thereof. 
 
 And they do further covenant and agree, in reference to any Provision 
 other portion of said line which may hereafter be completed, and ywrst 
 in reference to any lateral road which may be constructed in com- 
 jiliance with the aforesaid grant, that they will purchase and 
 acquire the right of way, and whenever it shall be practicable to 
 secure a perfect right of way by ordinary legal process, or by 
 reasonable purchase or release thereof from the parties holding 
 the same, the same shall be secured and perfected, so far as can 
 n-ainably be done, before or during the construction of the 
 sections to be from time to time constructed and delivered to the 
 parties of the second part under this indenture ; and that in the 
 - where for any reason they cannot procure tlu> release of title 
 for the purposes of the railroad before the completion and delivery,
 
 Me AGREEMENT CEDAR RAPIDS AND MISSOURI RIVER R. R. Co., 
 
 they will perfect such release and title as soon as practicable there- 
 after, and will in all cases warrant and defend the parties of the 
 second part in their quiet possession of the line and premises which 
 shall be from time to time delivered under this agreement 
 
 ARTICLE FIFTH. 
 
 The parties of the second part agree to pay to the parties of 
 the first part, in consideration of the use and enjoyment of said 
 completed road, and of the sections which may hereafter be com- 
 pleted, and for all the rights and privileges granted, and benefits 
 secured or intended to be secured by this indenture, an annual 
 rental, in the following manner and way : 
 
 Rent to be Yor the forty miles completed, of which possession is to be 
 o. *c. taken the first day of August, 1862, five hundred dollars per mile 
 for the first year, and six hundred dollars per mile for the second 
 year, and seven hundred dollars per mile for each and every year 
 thereafter, to be paid monthly on such day as may hereafter be 
 agreed upon. And for every additional or new section as before 
 provided, they will pay in like manner at the rate of five hundred 
 doHars per mile the first year, six hundred dollars the second year, 
 and seven hundred dollars for each year thereafter; but where 
 different sections are opened in anj one year, an average of time 
 may be agreed upon, to simplify the accounts of such sections 
 between parties. 
 
 The same provisions and rule above indicated shall apply to all 
 the line of road which may be built under this contract, 
 r* r^'th 11 -^ ut l ^' ls nere by specially agreed, in reference to the said forty miles 
 rent - to be opened August 1 , J 862, and in reference to any and all sections 
 which may be opened thereafter, that if for either or both of the 
 first two years aforesaid the gross earnings or receipts thereon 
 shall amount to one thousand five hundred dollars per mile per 
 annum, then in such case, the said parties of the second part shall 
 pay an absolute rental of seven hundred dollars per mile, upon 
 such sections for such year in which the gross receipts shall reach 
 fifteen hundred dollars, instead of the five hundred OB the six 
 hundred dollars per mile above stated. But this prorision is in no- 
 manner to affect or restrain the operation of the stipulation in this- 
 indenture contained, in reference to the division of gross receipt* 
 in excess of fifteen hundred dollars per mile, after the third year, 
 as the same may be determined, on the submission. herein provided 
 for in respect thereto. 
 
 And it is further stipulated, that the parties &f the second part, 
 may, at their election, instead of paying the entire rental to the
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 45 
 
 parties of the first part, or for the first two years so much net, as - * - 
 
 ' * may py 
 
 niav accrue, not exceeding five hundred dollars the first, and six "?, 
 
 and to b 
 
 hundred dollars the second year, pay to the holders thereof, the credited 
 coupons which may under the provisions of this agreement be exchange, 
 outstanding under said first mortgage bonds, and such payment 
 and any current exchange between Chicago and the city of New 
 York, where the said coupons are payable, shall be charged to 
 said net account, provided the same shall be paid in New York. 
 
 ARTICLE SIXTH. 
 
 The parties of the first part reserve the right to create and con- c - R - * M - 
 tinue on the line of road which they have ronstructed, or which mortgage 
 
 road for 
 
 they may hereafter construct, a mortgage lien, not exceeding, not 
 
 J J " exceeding 
 
 exclusive of interest, ten thousand dollars per mile on the length $10,000 
 
 per mile. 
 
 of road completed and accepted, or ready for acceptance under 
 this contract, and to issue bonds secured by said mortgage to an 
 amount not exceeding ten thousand dollars per mile, bearing 
 interest at seven per cent., payable semi-annually. 
 
 And it is understood that a mortgage of seven hundred thousand ^i 00 . 000 
 dollars has already been executed on the firs,t seventy miles, and ^^ a . e9 
 that bonds, at the rate of ten thousand dollars per mile, payable in "touted, 
 thirty years, with interest at seven per cent., payable semi-annu- 
 ally, have been issued or executed thereunder. 
 
 And it is further understood that the said mortgage already Mortgages 
 
 * p tramount 
 
 executed is a lien, and any mortgages at the said rate per mile L** 8 *- 
 which may hereafter be executed on the remaining portions of 
 the line, shall be liens prior in effect and paramount to the lease by 
 this Indenture created. But, for the protection of the parties of 
 the second part in their possession of the premises hereby granted, 
 or intended to be granted, the parties of the first part covenant 
 and agree, that of the coupons falling due on the said bonds of v*^* 
 four hundred thousand dollars already executed, so many shall be ^ y ^^ tt 
 paid or surrendered and canceled as shall not leave more than ^J^^ 
 two and a half per cent on the par of such bonds, to be paid *>onda. 
 on coupons every six months, for the first year, from August 1st, 
 1862, to August 1st, 1863, nor more than three per cent, semi- 
 annually the second year, such five per cent the first, and six per 
 cent, the second year, being the equivalent to the rental on said 
 forty miles for said years respectively. 
 
 And they further agree in reference to the mortgage, and the A)go for 
 residue of the bonds to be issued under said mortgage, and in l"e'^du" 
 reference to any bonds which may be issued under tlie mortgage g 
 or mortgages provided for in this Indenture, with the prosecution
 
 46 AGREEMENT CEDAR RAPIDS AND MISSOURI RIVER R. R. CO., 
 
 of the work on the line, that no coupons shall be issued therewith 
 which shall call for a larger amount of interest for the first year 
 after the completion of the section, to represent which they may 
 issue, than five per centum, nor for the second year to exceed six 
 per centum, payable semi-annually. 
 
 Mortgage And it is further agreed by the said parties of the first part, to 
 exceed and with the said parties of the second part, that they will not 
 per 'mile, make or execute any mortgage, or create any lien on said railroad, 
 except for the purpose of providing means to build and complete 
 said railroad, and said mortgage or lien in no case to exceed ten 
 thousand dollars a mile. And it is understood and agreed that 
 this article is not to affect the provisions of an article in this con- 
 tract, providing for the extension and continuance of certain 
 mortgage liens therein mentioned. 
 
 AKTICLE SEVENTH. 
 
 G. & G. The parties of the second part, in consideration of the premises 
 
 and" ke before recited, covenant and agree with the parties of the first 
 
 thTnlad P art > to l ease fr m them the said forty miles of railroad, before 
 
 j r ist;o ug ' Described as completed, and to be improved according to the 
 
 and other requirements of said Talcott and Blair, as before mentioned, and 
 
 sections as * 
 
 completed, to take possession thereof, and of the appurtenances, incidents and 
 rights of any nature thereto belonging or in anywise appertaining, 
 on the first day of August next, and also to take, under this 
 agreement from time to time, as the same may be completed and 
 ready for acceptance, the residue of the said railroad line and 
 lateral roads proposed to be constructed by the parties of the first 
 part, for and during the term of the charter of said parties of the 
 first part, and any renewal, extension or re-organization of said 
 company, and for said purpose to take all legal and necessary 
 measures for the extension or renewal from time to time of their 
 own charter and corporate powers. 
 
 G. A c. to And they further agree that at all times during the existence of 
 
 operate * 
 
 ">'| this agreement they will faithfully maintain and efficiently operate 
 
 road and said railroad, and keep the same in good repair and condition, 
 
 construct 
 
 fences. . w ith appurtenances and incidents ; that they will construct all the 
 fencing required by law along the entire line of railroad aforesaid, 
 now completed or hereafter to be completed, except, such fencing 
 as has already been built by the parties of the first part, and such 
 as they have agreed to construct along said forty miles, as a con- 
 sideration for right of way release to said railroad ; that they will 
 sufficient furnish and supply at all times a sufficient and ample amount 
 cafi," e eic. f motive power and passenger and freight and other cars' to do 
 advantageously and in a proper manner all the freight and passen-
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 47 
 
 ger business, which may be offered or procured for said road, and 
 which may be secured to the said line running easterly to the 
 Mississippi river and Chicago, .and will in all ways furnish all 
 needful and proper facilities for the increasing business of paid 
 line, and the growing demands of the country by its increasing 
 production, or by the extension of said railroad communication ; 
 and will further adopt such judicious and efficient measures as 
 may tend to make the said through line between Chicago and the 
 terminus of the road of the parties of the first part, a main and 
 prosperous line toward the Missouri river. 
 
 And the parties of the second part further agree and contract, ro r V eia!ion 
 that they will assume and pay all public taxes and assessments totaxes - 
 which may be imposed or assessed on said forty miles of completed 
 railroad, with its appurtenances and incidents, from and after the 
 first day of August, 18G2, and will also assume and pay all taxes 
 and assessments which may be imposed upon other parts or 
 sections of the said road, after the completion and acceptance of 
 such part or section as provided by this contract ; the said parties 
 of the first part agreeing to pay and discharge all taxes and 
 assessments charged or levied previous to said first day of August, 
 1S62, on the forty miles, and previous to the completion of the 
 other sections respectively ; it being the intention and effect of 
 this instrument that the parties of the second part shall pay all 
 taxes and assessments which they would be liable to pay as the 
 actual owners of said property, under the charter of the parties 
 of the first part. 
 
 ARTICLE EIGHTH. 
 
 It is further covenanted and agreed by the parties of the first Before 
 part, to and with the parlies of the second part, that before the mece- 
 commencement of work upon any section or part of the said rail- (lw 
 road to be hereafter built, the plans, profiles, drawings and speci- plans', 
 fications shall be submitted to the parties of the second part for submitted* 
 their inspection at the office of the parties of the first part, to the toG - 4C - 
 end that any objections thereto may be obviated by agreement, or 
 by reference as herein provided. 
 
 ARTICLE NINTH. 
 
 It in further agreed by the parties of the first part, that after As n * w 
 any section of the railroad shall be completed, and at the time of *' 
 the acceptance of the same by the said parties of -the second part, tiT and 
 they will, on reasonable demand, deliver to said parties of the Sl'lw.-red 
 second part the title deeds to all depot grounds, station and other 
 grounds used, or to be used for railroad purposes; and also, all
 
 48 ,AGREEMENT CEDAR~RA'PIDS AND MISSOURI RIVER R. R. CO., 
 
 maps, plats, profiles and specifications relating to the tracks and 
 the property of the said parties of the first part in regard to said 
 sections. 
 
 ARTICLE TENTH. 
 
 And the parties of the first part do farther agree, that as they 
 progress with the contemplated extension and completion of said 
 line of railroad toward the Missouri river, west of Marshalltown, 
 it shall be done in accordance with the following specifications, 
 to wit: 
 
 fH wm g shall constitute the general specifications under 
 according to which shall be constructed and completed that 
 
 cf a MaT- est P art f 8a ^ l me f railroad to be built by said parties of the first 
 shaiitown. part west of, and beyond Marshalltown, as well as any lateral or 
 other line mentioned in the Act of the State of Iowa granting 
 lands to said parties of the first part for railroad purposes. 
 
 First. General character, location, etc In locating the route 
 
 of the line, an intelligent judgment shall be exercised, as well with 
 
 regard to the business prospects and economical working of the 
 
 line when built, as to cheap or expeditious construction thereof. 
 
 Maps, The maps, plans and profiles of the line, or any part thereof, to 
 
 guhVnitted be built under the provisions of this contract, shall, before the 
 
 for work proceeds, be submitted to the engineer of the parties of the 
 
 second part, for his approval with regard to route selected, and 
 
 grades, curvatures and plans of structures adopted and in case 
 
 of difference between the parties with regard to these items, it 
 
 shall be settled by arbitration as hereinafter provided for. 
 
 spesiBca- ^Second. Right of way, etc. The strip of land secured perma- 
 
 nently by right of way of said railroad, shall not be less than one 
 
 hundred feet in width, unless through cities and villages, or in 
 
 special cases where one hundred feet cannot be reasonably ob- 
 
 tained and a less width shall be practicable for the road. Where 
 
 greater width is required for station grounds or for other pur- 
 
 poses, sufficient land shall be taken to accommodate the con- 
 
 venient dispatch of the business of the company. 
 
 Third. Grading. Embankments shall be fourteen (14) feet, 
 and cuts twenty (20) feet wide, at grade line ; side drains in cuts 
 shall be usually one and a half feet deep and one foot wide on 
 bottom, in earth cuts ; slopes in earth shall be one and a half 
 feet base to one foot perpendicular ; embankments shall be so 
 constructed as to secure a good and permanent roadway. 
 
 Fourth. Culverts and Bridges. Ample waterway shall in all 
 cases be allowed, and culverts and foundation of bridges shall be 
 constructed of the most suitable materials to be found within prac-
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. * 4:9 
 
 ticable distance of the work. The superstructure of bridges shall 
 be of approved plans suitable to the locality in each instance, and 
 they shall be of ample strength and durability. 
 
 Fifth. Track. Ties to be of white oak, or of the best timber 
 suitable for the purpose to be obtained within reasonable distance, 
 to be eight feet long, six inches thick, and not less than six inches 
 face, to be laid two feet apart from centre to centre. Chairs to be 
 of rolled iron, weighing not less than ten pounds each. Super- 
 structure to be T rail iron, weighing not less than forty-five pounds 
 per lineal yard. Rails to be well spiked to each tie. The track 
 on each section of ten miles in length, to be ballasted with the best 
 material to be found within a reasonable distance. 
 
 Sixth. Stations and Buildings. Stations to be located at spcciflca- 
 suitable and convenient points, along the line of the road, about 
 six to ten miles from each other. The buildings at such stations 
 to be of good materials and well built, and to be sufficiently large 
 to allow the prompt and convenient dispatch of the legitimate 
 business of the company. Wells, good and sufficient water houses, 
 with ample tank room and ritted up with the necessary pumps, etc., 
 to be provided at the proper distances from each other along the 
 line. Turn tables, engine houses and wood sheds to be in sufficient 
 number and capacity to do the business of the company at th 
 opening of the sections for general business. 
 
 Side tracks and turnouts shall be laid at the different stations 
 in such lengths as may be desirable. The total length of side 
 tracks along the line shall be sufficient and appropriate for the 
 business of the road. All plans, for arrangement of side tracks, 
 buildings, etc., at the different stations, shall be subject to the 
 approval of the engineer of the parties of the second part. 
 
 It is understood generally, and as a summary of the above de- 
 tailed specifications, that the character of road to be built, as 
 herein referred to, shall be as good, substantial and efficient, as that 
 part of the Chicago, Iowa and Nebraska Railroad between Mount * 
 Vernon and Cedar Rapids, was, as a_new road, when opened for 
 general operation. 
 
 It is agreed between the parties hereto, that whenever the o. * c. u 
 parties of the first part shall have completed any section of said sections of 
 road not less than eight miles in length, and which section shall ofroad"* 8 
 terminate at some point suitable for a temporary terminus of a ultllble 
 railroad, and at which point a reasonable amount of business for 
 said railroad may be fairly expected, the engineer of the said 
 parties of the second part shall examine and inspect the same, 
 and if he shall find the same to have been constructed and com- 
 pleted in all respects in accordance with the spirit and terms of 
 
 7 
 
 temporary 
 Urmlnug.
 
 50 LG1JKK.MK.\T CKDAR RAPIDS AND MISSOURI RIVKR R. R. O., 
 
 these specifications, then the said parties of the second part agree 
 to accept, and use, and operate the same, upon the terms and 
 conditions as in this contract provided. 
 
 Differences ^ m j jf ( ]jflf urences s h a ii ar i se between the parties hereto, with 
 to b arbitra. re g ar( l to the character of construction and completion of said 
 road, or any part thereof, then and in that case the same shall 
 be referred to the decision of three competent and disinterested 
 engineers, one to be selected by each party hereto, and the third 
 by those so chosen, whose decision, upon the questions submitted 
 to them, shall be final and conclusive on the parties hereto. If 
 the said arbitrators decide that the said road, so built, is substan- 
 tially in accordance with these specifications, then the said parties 
 of the second part are to accept the same as completed. And if the 
 said arbitrators decide that the said road, so built, is not in accord- 
 ance Wjith these specifications, then the said parties of the first 
 part are to do .all things necessary to so complete and finish the 
 said road, as deemed necessary by said arbitrators, in accordance 
 with the true spirit and meaning of this contract, 
 sections to The sections irom time to time completed by the parties pf the 
 
 be in a * . 
 
 continuous first part, and accepted and brought into use, by the parties of the 
 except second part under the provisions of this contract, shall be in a con- 
 
 llnes from . . i i , i-i 
 
 Clinton to tmuous lin'3, reckoning from the station last berore completed and 
 accepted, except the branch line from Clinton to Lyons, if built 
 by said parties of the first part, which shall be accepted and oper- 
 ated by said parties of the second part, whenever the same shall 
 be built, in accordance with the general provisions herein con- 
 tained ; and these provisions shall apply to the line between 
 Marion and Cedar Rapids. 
 
 It is agreed that road crossings and cattle-guards shall also be 
 constructed, where necessary on the lines. 
 
 ARTICLE ELEVENTH. 
 
 
 
 Local It is mutually agreed by the parties hereto, that the Superinten- 
 
 dent of the Galena and Chicago Union Railroad Company may 
 modify and change the present tariff for local and joint business 
 on the road of the parties of the first part, as the exigencies of 
 the business and mutual interest of the parties may, in his judg- 
 ment, require, until the first day of January, 1863. 
 
 joint, ffon -^ n< ^ ^ ls a ^ so a ree d> that in making a tariff for joint business 
 
 business, with the line of the Chicago, Iowa and Nebraska Road, the said 
 
 Cedar Rapids and Missouri Railroad shall be regarded as 
 
 an extension of the Chicago, Iowa and Nebraska Railroad, and 
 
 the division of the tariff between these lines, or roads, shall be
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 51 
 
 pro-rated or divided in proportion to the distance which the freight 
 may be transported over the respective lines. 
 
 And it is also further agreed, that all business originating on the Through 
 
 a business 
 
 road of the parties of the first part, and passing over the Galena what? 
 and Chicago Union Railroad, or any portion of it, and all busi- 
 ness passing over the said Galena and Chicago Union Railroad, or 
 any part of it, and also passing over some portion or the whole of 
 the road of the parties of the first part, shall be regarded in the same 
 manner as though said business had originated on, or was destined 
 to some point on the Chicago, Iowa and Nebraska Railroad, and 
 subject to the same rate of divisions or charges for the bridge and 
 ferry and for the Galena and Chicago Union Railroad as may, for 
 the time being, be established by the divisions of the joint tariff 
 between the said parties of the second part and the Chicago, Iowa 
 and Nebraska Railroad. 
 
 This arrangement of tariff for local and joint business sttall con- Arrsnge- 
 tinue until the first day of January, 1863. Within thirty days there- tepard to 
 after, the General Superintendent of the Galena Company shall 
 make up a local tariff for the road of the parties of the first part, 
 also a joint tariff and rate of division for the several lines inter- 
 ested, in such manner as will, in his judgment, give to each of the 
 parties their legitimate proportion of the rate, and submit the same 
 to the Presidents of the Cedar Rapids and Missouri Railroad and 
 the Chicago, Iowa and Nebraska Railroad, for their approval. 
 If not objected to, by notice in writing, mailed or delivered within 
 thirty days, by either of said Presidents, such tariff and division 
 shall be the standard tariff during the year 1863, and continue until 
 changed in one of the modes hereinafter provided for. If said 
 tariff, or the division of rates, shall be objected to, as before pro- 
 vided for, it shall be determined as follows: 
 
 First. By a referee to be mutually chosen ; or, 
 
 Second. The Presidents of the companies in Iowa shall jointly 
 select a disinterested Railroad Superintendent or manager; the 
 Galena Company shall select a similar person; and the two thus 
 selected shall agree upon a third. 
 
 The parties thus selected shall examine the several lines of road, 
 taking into consideration their local advantages and their relation 
 to each other as a through line, and make a standard tariff for joint 
 business and determine the divisions between the several interests; 
 provided, that the rates allowed to the ferry and bridge shall not 
 be reduced below the present rates so long as the ferry may be in 
 use. The decision of such commission shall be binding upon all 
 the interests for tlv term of one year, after which the said tariff 
 may be again, and from year to year, revised in the same manner.
 
 52 AGREEMENT CEDAR RAPIDS AND MISSOURI RIVER R. R. CO., 
 
 It is also agreed, that the General Superintendent of the Galena 
 Road may increase or -diminish any of the rates established by such 
 tariff, whenever such change may, in his opinion, become necessary 
 to promote the interests of the several parties ; and such increase 
 or decrease of rates shall be shared by the severallines (except the 
 bridge and ferry) according to their proportion of the standard 
 tariff. Provided, That no increase or reduction of rates shall be 
 made in such a manner as to prejudice one line or party in interest, 
 for the benefit of any other line or interest 
 
 ARTICLE TWELFTH. 
 
 ^ e ? tal And whereas, it is the object and purpose of this Indenture to 
 of parties, secure to the parties of the second part, so far as may lawfully be 
 done, the permanent control and direction of, and interest in, the 
 estate and premises hereby granted, subject only to the full secu- 
 rity of the parties of the first part, in the permanent receipt and 
 enjoyment of the rental reserved and provided for in this inden- 
 ture, and to the obligations herein contained ; and whereas, there- 
 fore, in reference to all the liabilities which may during the con- 
 tinuance of this indenture in anywise arise or accrue, be enforced, 
 or attempted to be enforced, against the parties of the first part, as 
 the resident owners of said railroad, estate and incidents, and also 
 in reference to the performance of all duties or obligations which 
 may be enjoined upon or required of the owners and operators of 
 said estate and incidents, from considerations of public policy, the 
 parties of the second part should be held and treated in these 
 regards as the actual owners thereof, subject to all the responsibili- 
 ties incident to a railroad corporation in the running, maintenance 
 ccount'a- an d equipment and operation thereof: Now, therefore, it is agreed 
 daJa^ 1 and covenanted, that in regard to all fines or penalties imposed by 
 law for the commission of any act prohibited, or the omission of 
 any act or duty enjoined, in respect to all damages or injury to 
 persons or real estate in anywise arising from the act or negli- 
 gence of the parties of the second part or their agents, and in 
 respect to damage or injury to persons in anywise arising or 
 accruing upon said road during its operation and management by 
 the parties of the second part ; and generally in reference to all 
 the incidental and accidental risks and liabilities assumed by a 
 railroad corporation owning and operating its road, the parties of 
 the second part shall become and they agree to be liable to the 
 same extent in reference to the subject-matter covered by this arti- 
 cle, as if said parties were the actual owners of said road and 
 estate hereby leased ; and they hereby covenant to assume and pay
 
 WITH GALKNA AND CHICAGO UNION RAILROAD COMPANY. 53 
 
 all such demands and liabilities and to protect the estate and 
 premises aforesaid against the effect, charge, and lien, of any fine, 
 judgment or decree imposed or recovered in any such <jase of lia- 
 bility. Nothing contained in this article shall in anywise be 
 regarded, or construed, as implying or imposing any liability what- 
 ever upon tbe parties of the second part, to assume any pecuniary 
 liability or obligation of said parties of the first part existing by 
 their own contract, express or implied, through the acts of their 
 officers or agents. 
 
 ARTICLE THIRTEENTH. 
 
 The parties of the second part agree that they will keep in o. * o. 
 proper and mercantile form, the accounts of the business and account or 
 
 business, 
 
 operations of said line hereby leased, showing all the receipts, to and make 
 a participation in which the parties of the first part are entitled by 
 this agreement, and the sources thereof; and a general and 
 approximate abstract of the said business shall be made up and 
 delivered to said parties of the first part, as often as once in a 
 month. 
 
 The parties of the second part also agree that they will, at all f ' h R a Ve M * 
 reasonable and proper times, submit to the inspection of the said g^i^e 
 parties of the first part, or their authorized agent, the books con- the book8 - 
 taining such entries, and all the necessary vouchers and papers 
 explanatory of the same, and will give any needful information as 
 to the same. This provision, as to abstracts, is to become appli- 
 cable only after the period when the said parties of the first part 
 may be entitled to a participation in the gross receipts, as hereby 
 provided. 
 
 But full statements showing the receipts of the com- G * c -. . 
 
 to furnish 
 
 pany on the said lines hereby leased, shall be delivered at least statutes 
 
 % f r reports 
 
 annually for the first two years, and semi-annually thereafter, and to the 
 shall be made in such form as to exhibit accurately the amount 
 and character of the gross receipts of the sections referred to 
 herein. 
 
 And the said parties of the second part shall in due season 
 furnish to the parties of the first part, all such statements and 
 items, so far as they have the control thereof, which shall be neces- 
 sary to enable the parties of the first part to comply with any 
 requirement of law, in the making of reports under the charter. 
 And also, if required, a full and correct statement of all the And MI 
 business and income upon the road, and of the sources and char- of 
 acter thereof, and of all expenditures thereon, and the nature required! 
 thereof, shall be furnished by the parties? of the second part, to the 
 parties of the first part, at the end of each year, that the parties
 
 54 AGREEMENT CEDAR RAPIDS AND MISSOURI RIVER R. R. CO., 
 
 of the first part may know of the result and the operations of this 
 contract, and that an annual settlement may be made in the 
 premises. 
 
 ARTICLE FOURTEENTH. 
 
 The parties of the second part agree, during the continuance of 
 this indenture, to grant free passes over their lines of railroad, 
 and the lines leased by them, to the directors and officers and 
 general agents of said parties of the first part, in their railroad 
 and in their land department connected therewith. 
 
 ARTICLE FIFTEENTH. 
 
 loie'their ' And it is further covenanted and agreed, that if the parties of 
 pwers B or tne second part, shall, at any time lose their corporate powers by 
 rent, l 'c p i^ tne lapse of its charter, without renewal, extension or re-organi- 
 teniiinate' zation ; or, if they shall, at any time or in any manner, be divested 
 of the control and title of their corporate property and interests 
 in the right line "from Chicago; or if they shall fail, for the 
 term of sixty days after the same shall be. due, to pay the rental 
 above specified and provided for, or if it shall neglect or omit the 
 performance of any one or more of the covenants herein contained, 
 on their part to be performed, materially affecting or jeopardizing 
 the rights and interests of the parties of the first part ; and if it 
 shall continue or be guilty of such neglect or omission for sixty 
 days after the service of written notice, specifying the particular 
 covenant or covenants in respect to which a breach shall be com- 
 plained of, the said parties of the first part may declare this 
 Indenture and Lease terminated and at an end, and the right* 
 of the parties of the second part thereunder determined, and may 
 take such means for redress, or for the recovery of the possession 
 of the demised and leased premises, in a court of record having: 
 equitable jurisdiction, as they may be advised, and as shall be 
 agreeable to equity and justice, in the judgment of said court. 
 . And, at the special request of the parties of the second part, it is 
 hereby stipulated, that said parties of the second part shall have, 
 in any such proceeding, which may be instituted in any court, 
 under any of these provisions the full right to deny the violation 
 or breach of any covenant, the violation or breach of which is 
 complained of; and such issue shall, in all cases, be submitted to- 
 such court for its decision. 
 
 ARTICLE SIXTEENTH. 
 
 Furthe Inasmuch as the rental provided for during the first three years 
 
 P s"u! t10 ' n the several sections or lines of said road hereby leased and to 
 
 be leased, is not intended by the parties as fixing permanently the
 
 WITH GALENA. AND CHICAGO UNION RAILROAD COMPANY. 55 
 
 compensation which ought to be paid to the parties of the first }'o^ t rred 
 part, for the use and enjoyment of the rights hereby granted, the 8wlfl - 
 value of which may be increased by the settlement of the country 
 along the line, and other considerations, it is hereby stipulated and 
 agreed, that it be referred to William II. Swift, of the city of 
 JJoston, or in ease of his inability or refusal to act, to some other 
 competent and reliable person, to be agreed upon, to determine 
 what portion of the gross receipts of the line, in excess of the 
 fifteen hundred dollars per mile per annum, the division of which 
 is before permanently provided for, shall be paid to the parties of 
 the first part, for the rights, interests, estate, and privileges leased 
 and conveyed by this Indenture. In deciding this question, the w ht 
 
 J J . shall guide 
 
 referee shall be guided by the stipulations of this indenture, as to the 
 the leasihg of the said road in sections, and by the consideration 
 that special provision has been made, by which a limited income 
 is imposed on the first forty miles for three years, and on each new 
 section or division which becomes subject to the lease, for the 
 same term after its acceptance by the parties of the second part, 
 and he is to determine in what manner, after such three years 
 have elapsed on such sections respectively, the gross income 
 therefor, in excess of fifteen hundred dollars per mile, shall be 
 divided and paid. 
 
 The said referee, in deciding such question, shall be permitted what he 
 to consider all circumstances and facts justly and equitably affect- consider, 
 ing the same, and the same shall be submitted as soon as practi- 
 cable, and his award duly signed, delivered in duplicate to each of 
 said parties, within eight months from the date of this Indenture. 
 And the parties hereto mutually agree to abide by said award 
 during the term 'of this lease. 
 
 ARTICLE SEVENTEENTH. 
 
 Whenever the bonds issued or to be issued under any of the c R A M> 
 mortgages referred to, and authorized, shall mature, the parties of .'* "^ ct 
 the first part covenant and agree, that such arrangement and dis- ^gire' ^" 
 position thereof shall be made, as will protect the parties of the morl 8 8 s- 
 second part against the foreclosure of the mortgage or mortgages 
 securing the same, and the covenant to save harmless and indem- 
 nify the parties of the second part against such foreclosure, pro- 
 vided, always, that the amount of rental then due to the parties 
 of the first part, according to the terms of this agreement, shall 
 have been paid in the manner before or herein provided. 
 
 And the said parties of the second part covenant and agree, lii 
 that for the purpose of enabling th<! parties of the first part to extend !n gH r ndex- 
 the payment of the principal of said bonds, as they may, from time b^d's!"
 
 56 AGREEMENT CEDAR RAPIDS AND MISSOURI RIVER R. R. CO., 
 
 to time, fall due, the said parties of the first part may, if they may 
 do so in legal and valid form, by proper declaration or instrument, 
 continue or extend the liens of such first mortgages during such 
 time as they may be able, by agreement with the holders of such 
 bonds, and may issue new coupons for the payment of the semi- 
 annual interest at seven per cent, for the, time of such extension or 
 extensions, or they may, if they may be legally able to do so, ex- 
 ecute a new mortgage, not exceeding the said rate of ten thousand 
 dollars per mile, and under the security of the same, issue bonds 
 at the said rates, and bearing seven per cent, interest, which bonds, 
 when so issued, shall be delivered a suitable trustee or trustees, 
 to be appointed by the parties of the second part, to be delivered 
 up by him or them, only on the surrender and cancellation of an 
 equal amount at par, of the first mortgage bonds, in placd of which 
 such issue shall be made; and the said new mortgage or mortgages 
 Extension rnay and shall be recognized as a lien paramount and of prior effect 
 to the lease to the parties of the second part, to the extent, and 
 only to the extent of the said first or original mortgage bonds sur- 
 rendered and canceled ; and the said parties of the second part 
 agree that a lien, in lieu and instead of said first mortgage or 
 mortgages, as the case may be, may be continued, in any other 
 legal and proper mode which may be desired, provided, in all 
 cases that such new lien shall not in anywise be paramount, or, in 
 effect, prior to the aforesaid lease, except so far as the original 
 liability, for the extension of which such new lien is created, shall 
 be absolutely extinguished. This provision shall extend to any 
 mortgage, not exceeding the said rate per mile, the extension of 
 which shall hereafter become necessary to the parties of the first 
 part, and in all cases the same protection shall be. given to the par- 
 ties of the second part, as is secured by this article. 
 
 ARTICLE EIGHTEENTH. 
 
 a * Tei* f ^ ie P ar ^' es f the second part agree to assume and pay the sum 
 graph Co. of fifty dollars per mile, remaining due to the Illinois and Missis- 
 sippi Telegraph Company from the parties of the first part, for the 
 construction of the line of telegraph between the Cedar Kapids, of 
 * the said road of the parties of the first part, and the Marshall- 
 Town station, about sixty-nine or seventy miles, and also to assume 
 the obligations to said company, of the parties of the first part, in 
 the transportation of the materials and men of the telegraph com- 
 pany, over the railroad line to that point, as the same is completed, 
 as stipulated in contract with Chicago, Iowa and Nebraska Rail- 
 road. *
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 57 
 
 ARTICLE NINETEENTH. 
 
 The parties of the second part agree to transport for the parties G. * o. 
 
 to trans- 
 
 of the first part, such iron and other materials for 1 the construction port iron 
 of the line of railroad proposed to be built, as may be carried for c. R. i M. 
 them on their own road and the Chicago, Iowa and Nebraska rail- 
 road, and Cedar Rapids and Missouri River Railroad, at the 
 actual cost thereof, not exceeding one and a half cents per ton 
 per mile, and take payment therefor in the first mortgage bonds 
 of said Cedar Rapids and Missouri River Railroad at par ; pro- 
 vided that the charges for the transportation of said materials for 
 construction, shall not be considered as any part of the gross earn- 
 ings on said Cedar Rapids and Missouri River Railroad, on which 
 the payment of rental shall be estimated, as hereinbefore pro- 
 vided for. 
 
 ARTICLE TWENTIETH. 
 
 It is further agreed by the parties of the first part, to and with c - R - * M 
 
 not to issue 
 
 the parties of the second part, that they will not make or execute a b ^ 8 ** 
 mortgage or create any lien upon said railroad, and said premises *NM*O 
 herein leased, for any other purpose than to assist in the building jnd only 
 
 * for con- 
 
 and completion of said railroad, and to an amount not exceeding tructu>n 
 
 3 of road. 
 
 ten thousand dollars per mile. 
 
 ARTICLE TWENTY-FIRST. 
 
 And to enable the said parties of the second part, to beneficially o. * c. 
 enjoy said property, rights and privileges herein demised, the said 
 parties of the first part hereby appoint the said parties of the 
 second part, their successors and assigns, their attorneys irrevoca- J^f 
 ble, with full power and right to use the name of the said parties 
 of the first part, in and about the business, maintenance, operation 
 and use of the said road, with power to make any and all such 
 contracts in proper and just furtherance of the objects hereinbefore 
 set forth, and not otherwise, with any persons or corporations, in the 
 name of the said parties of the first part, and under their corporate 
 seal or otherwise, and generally to do all other acts and things in 
 and about the premises which said parties of the first part might 
 lawfully do, and to use the name of the said parties of the first* 
 part, in and about any legal proceedings and suits, either at law or 
 in equity, as to the said parties of the second part may seem re- 
 quisite and necessary in carrying out the objects and intentions of 
 tliis indenture; all of which is to be at the proper cost and charge 
 and risk of the said parties of the^seuoiid part, their successors and 
 assigns. 
 
 8
 
 58 AGREEMENT CEDAE RAPIDS AND MISSOURI RIVER R. R. CO., 
 
 to' * erate ^ n( ^ Ba *^ P art i es f tae second part further covenant and agree 
 and keep t o an <} w ith said parties of the first part, their successors and 
 
 road in I 
 
 repair. assigns, that the said parties of the second part shall and will, dur- 
 
 ing the term hereby granted, operate, maintain and keep in repair, 
 
 the said demised premises, and indemnify and save harmless the said 
 
 parties of the first part, their successors and assigns, against and 
 
 from all costs, expenses and damages growing out of the main- 
 
 taining, repairing, operating and using the said road. 
 
 c. R. A M. And the said parties of the first part hereby covenant and agree 
 
 thmps 10 to and with the said parties of the second part, their successors 
 
 life of and assigns, that they will, during the term in which the provisions 
 
 charter. J 
 
 of this indenture shall be in force, preserve and continue the legal 
 organization of said Cedar Rapids and Missouri River Railroad ; 
 will hold meetings, keep records, pass votes, and appoint officers, 
 so far as necessary to enable the parties of the second part to carry 
 into full force and effect the objects of this instrument; and that 
 they will give such further assurances as may be necessary there- 
 for, and that they will, at any and all times hereafter, when there- 
 unto requested by the said parties of the second part, use their 
 corporate powers, and do and perform in their own corporate 
 name, any and all acts and things that may be necessary fully to 
 protect s:iid parties of the second part in the full enjoyment of all 
 the rights and privileges herein granted. 
 C.R, AM. And said parties of the first part further covenant and agree 
 
 to make 
 
 further with the said parties of the second part, that they will hereafter 
 give and make such further and other conveyances and assurances 
 
 as may be proper and necessary to carry into full effect all the 
 objects and purposes of this indenture. 
 
 Covenant And the said parties of the first part further covenant and agree 
 zin- with said parties of the second part, that they, the said parties of 
 the first part, are well and truly seized of .the premises hereby 
 demised, and have full power to convey the same, and the same in 
 quiet enjoyment of said parties of the second part, shall and will 
 warrant and by these presents forever defend. 
 
 In Witness Whereof, The parties hereto, under and by virtue of 
 
 the acts and resolutions of the stockholders in thc-ir respective 
 
 4 companies, and of the proceedings thereunder authorizing the 
 
 same, have caused this instrument to be executed as their act, and
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 59 
 
 in their behalf, by their respective Presidents and under their sev- 
 eral corporate seals, and attested by their respective Secretaries, 
 the day and year first above written. , 
 
 (Signed) CEDAB RAPIDS & MISSOURI RIVER 
 
 [L. s.] RAILROAD COMPANY, 
 
 By L. B. CROCKER, President. 
 
 Attest : 
 
 (Signed) L. C. PARDKK, 
 
 Secretary. 
 
 (Signed) GALENA & CHICAGO UNION RAILROAD 
 
 [L. s.] COMPANY, 
 
 By W. H. BROWN, President. 
 Attest : 
 (Signed) W. M. LARRABEE, 
 
 Secretary. 
 
 The Executive Committee of the Cedar Rapids and Missouri 
 River Railroad Company, have carefully examined the foregoing 
 Lease or Contract, and, in conformity with the resolutions of the 
 stockholders of the company, at their annual meeting on the 10th 
 of June, 1862, do hereby approve the same. 
 
 In Witness Whereof, They do hereby subscribe names respect- 
 ively. 
 
 (Signed) L. B. CROCKER, 
 
 ( " ) CHAS. A. LAMBARD, 
 
 ( ) JOHN J. BLAIR, 
 
 Executive Committee of the Cedar Rapida and Missouri River Railroad.
 
 60 AGREEMENT CEDAR RAPIDS AND MISSOURI RIVEK R. R. CO., 
 
 I, E. B. TALCOTT, of the city of Chicago, and State of Illinois, 
 duly selected and appointed referee by the Galena and Chicago 
 Union Railroad Company, and the Cedar Rapids and Missouri 
 River Railroad, to examine into the matter of a proposed leasing 
 of the said Cedar Rapids and Missouri River Railroad, and any 
 extension of said railroad westerly toward the Missouri river, with 
 full power to fix and determine the amount of rental which should 
 be paid by the Galena and Chicago Union Railroad Company, and 
 the terms and conditions of a lease which shall be made of said 
 railroad as the same now exists, or is hereafter to be constructed, 
 to the said Galena and Chicago Union Railroad Company, do 
 hereby certify, that I have fully and carefully examined into the 
 whole subject, and have taken into consideration all the facts and 
 circumstances justly and properly affecting said lease, and I do 
 determine that said lease of said Cedar Rapids and Missouri River 
 Railroad shall be made upon the terms and conditions and consid- 
 erations and rental, which are set forth in the annexed Contract 
 and Lease, and I further fix and determine all the other provisions 
 and stipulations of every character and kind which should go into 
 said lease, to be as are set forth in said annexed Lease and Con- 
 tract, and I further determine that the rental of said railroad and 
 that which may hereafter be built, shall be paid in the way and 
 manner in the annexed contract mentioned. And I further certify, 
 that all of said provisions are just and proper for the mutual and 
 several protection of said respective parties. 
 
 (Signed) E. B. TALCOTT, 
 
 Referee.
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 61 
 
 The parties to the preceding Indenture, for the consideration 
 therein recited, covenant and agree to and with each other, upon 
 the following articles, as explanatory or supplementary to the said 
 preceding Indenture: 
 
 FIRST. 
 
 The said parties of the second part agree that they will apply 
 the rental provided to be paid to the party of the first part, in said 
 preceding Indenture, to the payment of any coupons or interest 
 warrants of the bonds of the party of the first part, which are due, 
 when presented by the holders thereof ; but the said parties of 
 the second part agree that they will, at the request of the parties 
 of the first part, pay said rental, and apply the same to canceling 
 of any coupons which may be presented to the parties of the 
 second part by the treasurer of the parties of the first part, before 
 the same becomes due and payable, out of any moneys in the 
 hands of the parties of the second part, which would be paid to 
 the parties of the first part as rental, under and by virtue of said 
 preceding Indenture. It being distinctly understood, however, 
 that said parties of the second part shall not be obliged to pay on 
 said coupons a greater sum than the rental provided for in said 
 Indenture, or any amount additional to said rental. 
 
 SECOND. 
 
 It is further mutually covenanted and agreed, by and between 
 the parties hereto, that in case said parties cannot agree upon any 
 person to perform the duties provided in the sixteenth article of 
 said preceding Indenture, then in case of the happening of said 
 contingency, each party shall choose one competent, disinterested 
 person, and said two persons so chosen, shall then choose a third, 
 and said three persons shall then perform all the duties prescribed 
 in said article sixteenth, and the decision of two of said persons 
 so chosen, shall be final and conclusive, and binding upon both the 
 parties to this said Indenture. 
 
 In Witness Whereof, The parties hereto, under and by virtue 
 of the acts and resolutions of the stockholders in their respective 
 companies, and of the proceedings thereunder, authorizing tho 
 same, have caused this instrument to be executed as their act and
 
 62 AGREEMENT C. E. * iL E. B- E. CO.. "WITH G. i C, U. B. E. CO. 
 
 in their behalf bj their respective Presidents, and under their 
 several corporate seals, and attested by their respective Secre- 
 taries, tlie day and year first above written. 
 
 . (Signed) CEDAE RAPIDS AST> MISSOURI RTVEE 
 
 \TU s.] RAILROAD, 
 
 Br L R CROCKER, 
 
 L C. PAXMZ, Siarttaj. 
 (Signed) GALKXA ASD CHICAGO Uxiox RACLEOAD 
 
 Co M PAST, 
 Br WILLIAM H. BROWX, 
 
 (Signed) W. M.
 
 BETWEEN THE 
 
 BELOIT AND MADISON RAILROAD COMPANY, 
 
 AKD THE 
 
 GALENA AND CHICAGO UNION R. R, CO. 
 
 IXDEXTTRE, Made this second day of January, A. D. one thou- 
 sand eight hundred and sixty-three, between the Beloit and 
 Madison Railroad -Company, a corporation duly incorporated and 
 existing under the laws of the State of Wisconsin, of the first 
 part, and the "Galena and Chicago Union Railroad Company, a 
 corporation chartered by the legislature of the State of Illinois, 
 and existing under and by virtue of the laws of the State of 
 Illinois, of the second part. 
 
 The Galena and Chicago Union Railroad Company above named, 
 are now the owners and operators of a line of railway extending 
 from the city of Chicago, in the State of Illinois, to Beloit, in the 
 State of Wisconsin. 
 
 The Beloit and Madison Railroad Company, are now the owners 
 and operators of a railroad from Beloit in the State of Wisconsin, 
 to Magnolia, a distance of about twenty miles, and are authorized 
 by their charter to build said railroad through to Madison, in the 
 State of Wisconsin, and are now engaged in building the same, 
 and expect to complete the same within the next ensuing year or 
 thereabouts. 
 
 At Madison, the said Beloit and Madison Railroad connects 
 with the Sugar River Valley Railroad, a section of which is now 
 in the process of construction, which will, when completed, extend 
 from Madison to Portage City, about thirty-five miles. The 
 Galena and Chicago Union Railroad Company, have already 
 agreed upon the terms of a perpetual lease of said Sugar River 
 Valley Railroad, between Madison and Portage City, which will 
 be consummated if a similar arrangement can be made by said 
 Galena and Chicago Union Railroad Company, with said Bt-loit 
 and Madison Railroad Company. It is believed to be for the 
 interest of all parties concerned in the respective railroads, that
 
 64 AGREEMENT BELOIT AND MADISON RAILROAD COMPANY, 
 
 they should, as soon as they are completed, be controlled and 
 operated as one continuous through line from Chicago to Portage 
 City, giving to each of the companies thus combining their in- 
 terests, the proportionate and just rights and remunerations to 
 which they are respectively entitled in the premises. 
 
 The parties of the second part propose, in view of the*mutual 
 benefits to be derived from the completion and control of said 
 through line to Portage City, to lease of the Beloit and Madison 
 Kailroad Company, their entire line of railroad which is now com- 
 pleted, and that which shall hereafter be constructed and com- 
 pleted, in the manner and upon the terms hereinafter provided, 
 during the term of their existence as a railroad company, or any 
 renewal, extension or re -organization of the same. 
 
 Now therefore, this Indenture Witnesseth, That the parties 
 hereto have, for the purpose of carrying into effect the objects 
 before recited, and for the mutual benefits and considerations 
 passing between them, respectively agreed, and dp hereby agree 
 to and upon the following articles or contract : 
 
 ARTICLE FIRST. 
 
 The parties of the first part covenant and agree to and with 
 the parties of the second part, that they will purchase and acquire 
 the right of way for said railroad, not less than one hundred feet 
 in width, except in cities or villages, and whenever it shall be 
 practicable to secure a perfect right of way by ordinary legal pro- 
 cess, or by reasonable purchase or release thereof from the owners, 
 the same shall be perfected so far as can reasonably be done 
 before or during the construction of said road, and before the 
 whole of same is delivered to the parties of the second part, 
 and in cases when for any reason they cannot procure the release 
 of title for the purposes of the railroad before the completion and 
 delivery of the same, they will perfect such title and obtain such 
 proper release as soon as practicable thereafter. 
 
 The said parties of the first part do further covenant and agree, 
 that they will furnish to the said parties of the second part, as an 
 incident of the said railroad hereby leased and granted, the neces- 
 sary depot and station grounds, and grounds for wood yards, 
 cattle yards, station houses, wells, water houses and tanks, pumps, 
 turn-outs, side tracks, switches and platforms, 1 all of which shall 
 be suitable and sufficient to do the business of the road in a con- 
 venient, safe and expeditious manner, and which shall be arranged, 
 built and completed to the satisfaction and acceptance of the
 
 WITH GALENA. AND CHICAGO UNION KAILROAD COMPANY. 65 
 
 General Superintendent or Chief Engineer of the parties of the 
 second part. 
 
 ARTICLE SECOND. 
 
 The said parties of the first part do further agree and covenant 
 to and with the parties of the second part, that the location of the 
 line from Magnolia (the present terminus of said road) to Madison, 
 and the adoption of grades and curvature, shall be made subject 
 to the approval of the said General Superintendent or Chief 
 Engineer of the parties of the second part. 
 
 That all plans of bridges, culverts, structures, buildings and 
 fixtures, and the manner of laying the track and fencing the entire 
 line, shall also be approved by the said engineer of the parties of 
 the second part, and that said line of railroad herein specified, 
 with all the incidents, appurtenances and fixtures, shall be con- 
 structed and completed in a good, substantial and workmanlike 
 manner, subject to the approval and acceptance of said Superin- 
 tendent or Chief Engineer aforesaid, on or before the first day 
 of 
 
 Provided, that should the road for any unforeseen cause not be 
 completed by the time above limited, such delay shall not work a 
 forfeiture of this lease. 
 
 ARTICLE THIRD. 
 
 It is further agreed, by and between the parties hereto, that the 
 said parties of the first part may, in order to ratise money to aid and 
 assist in the building and completion of said railroad, make and 
 execute a mortgage upon said railroad hereby leased, and issue 
 their bonds under and by virtue of said mortgage, to an amount 
 not exceeding four hundred thousand dollars par bonds payable in 
 twenty-five years, drawing interest at seven per cent, per annum, 
 with coupons payable semi-annually, and secured by a sinking 
 fund as provided by the terms of said mortgage. 
 
 And it is further agreed, that the said parties of the first part 
 may, in accordance with the terms of an agreement between the 
 parties hereto, which provided for the re-organization of the said 
 Beloit and Madison Railroad Company, issue preferred stock, to 
 an amount not exceeding two hundred thousand dollars, and com- 
 mon or deferred stock, to an amount estimated at one hundred 
 thousand dollars, as provided for in said agreement for the re-or- 
 ganization of said Beloit and Madison Railroad Company. 
 9
 
 66 AGREEMENT BE LOIT AND MADISON RAILROAD COMPANY, 
 
 ARTICLE FOURTH. 
 
 The said parties of the first part, for and in consideration of the 
 rents and covenants hereinafter it-served to be paid and performed 
 by the parties of the second part, have granted, demised and 
 leased, and by these presents do grant, demise and lease, to the 
 said parties of the second part, their successors and assigns, for 
 the term of the charter of the said pa-ties of the first part, and for 
 the term of any renewal or extension thereof by the act of the 
 legislature, or by any re-organization of said company, the said 
 railroad of the parties of the first part, and all its rights and priv- 
 ileges, together with the right of way, depot and station grounds, 
 structures and superstructures, appendages, fixtures, side-tracks, 
 turn-outs, switches, bridges, culverts, fencing, and all the real and 
 personal property necessary for said railroad and incident thereto, 
 together with all the rights, privileges and possessions, which are 
 now owned by said railroad company, or which it may hereafter 
 in any way acquire or possess meaning and intending hereby 
 to grant, demise and lease, to the said parties of the second part, 
 the entire line of railroad of the parties of the first part, which 
 they now own, or which they may hereafter build, construct and 
 acquire, under and by virtue of their said charter from Beloit to 
 Madison, in the State of Wisconsin, and to give to said parties 
 of the second part, when the said road is so completed, the full, 
 entire and absolute control of the same, and all the rights and 
 privileges of said parties of the first part, subject to the payment 
 of the rental and fulfillment of the covenants hereinafter con- 
 tained, during the existence of the said corporation of the first 
 parties, or any renewal, extension or re-organization of said cor- 
 poration. 
 
 ARTICLE -FIFTH. 
 
 The said parties of the second part, in consideration of the pre- 
 mises before recited, the fulfillment of which, on the part of the 
 parties of the first part, according to the terms and conditions of 
 this contract, is hereby made a condition precedent for the per- 
 formance and fulfillment of the covenants of the parties of the 
 second part, do covenant and agree to accept, on the first day of 
 January, 186-'<, so much of said railroad as is now built, constructed 
 and completed as aforesaid, and the balance of said road as fast as 
 the same shall be completed, with all of the incidents, appendages 
 and appurtenances herein provided, and to lease and operate the 
 same for the full term and existence of the said corporation of the 
 parties of the first part and for any renewal or extension of said 
 charter of said corporation, or any re-organization of s.iid corpora"
 
 AVI I II GAI.KXA AND CHICAGO UNION KA1LUOAD COMPANY. 
 
 tion, and the said parties of the second part agree to pay to the 
 said parties of the first part, for the use and enjoyment of said 
 railroad, and for all the rights and privileges granted and benefits 
 secured or intended to be secured by this indenture, an annual 
 rental in the manner following, viz. : 
 
 The parties of the second part stipulate an I agree, to and with 
 the parties of the first, that from and after the time aforesaid, they 
 will furnish the necessary rolling stock, and will thereafter operate 
 and maintain said railroad, so far as the same shall have been com- 
 pleted and accepted, at their own charge and expense, and pay, as 
 rental for said road annually, such sum as will be equal to fifty per 
 cent, of the gross earnings on said road, together with ten per cent, 
 of the gross earnings upon all joint business upon the roads of the 
 parties to this agreement ; meaning by joint business, any busi- 
 ness passing over the whole or some portion of the roads of both 
 the parties hereto. It is mutually agreed between the parties 
 hereto, that said rental shall be held in trust by the parties of the 
 second part, and paid in the following order, viz. : 
 
 1. To pay the coupons or semi-annual interest as it becomes 
 due upon the four hundred thousand dollars of first mortgage 
 bonds herein provided to be issued. 
 
 _'. To purchase annually so many of said bonds as may be 
 required for the sinking fund, according to the terms of said mort- 
 gage- 
 
 3. To the payment of the expenses of the trust. 
 
 4. To pay dividends, not exceeding six per cent, per annum, on 
 the preferred stock; and 
 
 5. To pay dividends not exceeding .six per cent, per annum on 
 the common stock. 
 
 It is further understood and agreed, by and between the parties 
 hereto, that any excess of said ti'U't fund over and above paving 
 interest, sinking fund and dividends as aforesaid in each current 
 year, shall belong to the parties of the second part. 
 
 ARTICLE SIXTH. 
 
 In case the parties of the second part, their successors or assigns, 
 shall neglect or fail to pay the rental which may be due as herein 
 provided for thirty days after the same shall become due and paya- 
 ble, or shall fail or neglect to operate and maintain said road 
 according to the conditions and intent of this lease, then this 
 contract may, at the option of the parties of the first part, their 
 successor-^ or assigns, be declared forfeited, and the said parties of 
 the first part, their successors or assigns, may have the ri_;ht to 
 declare this contract forfeited, and to reenter and take full pos-
 
 68 AGREEMENT BELOIT AND MADISON RAILROAD COMPANY, 
 
 session of all of said road, its appendages, fixtures, property and 
 rights of property hereby demised and leased, and all alterations, 
 additions and repairs shall inure to the benefit of and be the pro- 
 perty of the parties of the first part; and the parties of the second 
 part shall not by their own act do injury to or reduce the value of 
 the premises hereby leased. 
 
 ARTICLE SEVENTH. 
 
 The said parties of the second part further agree, that they will 
 at all times during the existence of this agreement, faithfully, and 
 at their own expense maintain and efficiently operate said railroad, 
 and keep the same in good repair and condition with all its appur- 
 tenances and incidents, that they will furnish and supply at all 
 times a sufficient and ample amount of motive power, and freight, 
 passenger and other cars, to do advantageously and in a proper 
 manner all the business which may be offered or procured for said 
 railroad, and will in all ways furnish all needful and proper facili- 
 ties for the increasing business of said line, and the growing 
 demands of the country by its increasing production ; and will 
 further adopt such judicious and efficient measures as may tend 
 to make the said through line between Chicago and the northern 
 terminus of the road of the parties of the first part, a main and 
 prosperous line towards the Mississippi river and for the North- 
 West. 
 
 ARTICLE EIGHTH. 
 
 And the parties of the second part further agree, that they will 
 assume and pay all public taxes and assessments which may be 
 imposed, assessed or levied on said railroad and its appurtenances 
 :md appendages, by the State or General Government, or munici- 
 pal authorities of cities, after they shall have taken possession of 
 said railroad as aforesaid, it being the intention and effect of this 
 instrument, that the parties of the second part shall pay all taxes 
 and assessments which they would be liable to pay as the actual 
 owners of said property under the charter of the parties of the 
 first part ; reckoning the date of the ownership from the day when 
 the said parties of the second part accept the road and enter into 
 the full and complete enjoyment of the property. 
 
 ARTICLE NINTH. 
 
 The parties of the second part agree to keep in proper and mer- 
 cantile form the accounts of the business and operations of said 
 'line, hereby leased showing the receipts of said road and sources 
 thereof, and will, at the request of the parties of the first part, fur-
 
 WITH GALENA AND CHICAGO UNION RAILROAD COMPANY. 
 
 nish in due season to the parties of the first part, all such state- 
 ments and items, so far as they have the control thereof which 
 shall be necessary to enable the parties of the first part to comply 
 with any requirement of law in the making of reports under their 
 charter, and will furnish to the said parties of the first part, at the 
 end of each month as near as practicable, and at the end of each 
 year, a full and correct statement of the amount and results of the 
 use and operation of the said railroad hereby leased and intended 
 to be leased, the annual statement to be verified by the affidavit of 
 some proper officer of the parties of the second part. 
 
 ARTICLE TENTH. 
 t 
 
 It is further mutually agreed by and between the parties hereto, 
 that the General Superintendent of the Galena and Chicago Union 
 Railroad Company, shall make and fix the tariff of freight and 
 passengers, on all local, joint and through business, and business 
 with connecting lines, provided, that in all joint tariffs the pro- 
 portion to be allowed to the Beloit and Madison Railroad Company 
 shall not be less than a pro rata share of the whole rate in 
 proportion to the distance which freight or passengers may be 
 transported on the said Beloit and Madison Railroad and connect- 
 ing lines. The rates of tariff for local passengers and freight 
 shall be fair and equitable, and the rates per mile shall be the same 
 for like classes of freight, whether carried north to Madison or 
 south to Beloit. 
 
 ARTICLE ELEVENTH'. 
 
 And whereas, it is the object and purpose of this Indenture to 
 secure to the parties of the second part, so far as may lawfully be 
 done, the permanent control and direction of, and interest in, the 
 estate and premises hereby granted, and intended to be granted, 
 subject only to the full security of the parties of the first part in the 
 permanent receipt and enjoyment of the rental reserved and pro- 
 % ided for in this Indenture, and to the obligations herein contained. 
 And whereas, therefore, in reference to all the liabilities which may, 
 during the continuance of this Indenture, arise or accrue, be 
 enforced, or attempted to be enforced, against the parties of the first 
 part, as the resident owners of said railroad estate and incidents, 
 and also, in reference to the performance of all duties or obligations 
 which may be enjoined upon or required of the owners and operation 
 of said estate and incidents, from considerations of public policy 
 the parties of the second part should be held and treated in tin si- 
 regards as the actual owners thereof. 
 
 Now, therefore, it i.s agreed and covenanted, that in regard to
 
 70 AGREEMENT BELOIT AND MADISON RAILROAD COMPANY, 
 
 all fines and penalties imposed by law for the commission of any 
 act prohibited, or the omission of any act or duty enjoined, in 
 respect to all damages or injury to persons or real estate, in any- 
 wise arising from the act or negligence of the parties of the second 
 part, or their agents, and in respect to damage or injury to per- 
 sons in anywise arising or occurring upon said road during its 
 operation and management by the parties of the second part, and 
 generally in reference to all the incidental and accidental risks 
 and liabilites assumed by a railroad corporation owning and opt-rat- 
 ing its road, the parties of the second part shall become, and 
 they agree to be liable to the same extent in reference to the 
 subject matter covered by this article, as if said parties were the 
 actual owners of said road and estate hereby leased. And they 
 hereby covenant to assume and pay all such demands and liabil- 
 ities, and to protect the estate and premises aforesaid against the 
 effect, charge and lien of any fine, judgment or decree, imposed 
 or recovered in any such case of liability. 
 
 Nothing contained in this article, however, shall in anywise 
 be regarded or construed as implying or imposing any liability 
 whatever upon the parties of the second part to assume any 
 pecuniary liability or obligation of said parties of the first part' 
 existing by its own contract, expressed or implied, through the 
 acts of its officers or agents. 
 
 ARTICLE TWELFTH. 
 
 And the said parties of the first part further covenant and agree, 
 to and with the parties of the second part, that they will at all 
 times protect the said parties of the second part in the quiet 
 enjoyment and peaceable possession of all the premises hereby 
 granted or intended to be granted, and of all the rights and priv- 
 ileges hereby granted or intended to be granted, and will assume 
 and pay all liens and incumbrances at any time found to exist on 
 said premises, or which may hereafter be created by said parties 
 of the first part, or happen or occur by the acts of the said parties 
 of the first part, or any of their servants or agents on said prem- 
 ises, and will indemnify and save harmless said parties of the 
 second part from all costs, damages and legal charges connected 
 therewith or arising therefrom. 
 
 ARTICLE THIRTEENTH. 
 
 The maps, plans, profiles, surveys, title papers and contracts 
 relating to the right of way, road, track and all lands and grounds 
 used or occupied for railroad purposes, or to be used or occupied
 
 \VITII GALENA AND CHICAGO UNION RAILROAD COMPANY. 71 
 
 for railroad purposes, shall be delivered to the parties of the second 
 part, at the time that they take possession of said railroad as hereiu 
 provided for, or as soon thereafter as practicable. 
 
 ARTICLE FOURTEENTH. 
 
 And to enable the said parties of the second part to beneficially 
 enjoy said property, rights and privileges herein demised or intend- 
 ed to be demised, the said parties of the first part hereby appoint 
 the said parties of the second part, their successors and assigns, 
 their attornies irrevocable, with full power and right to use the 
 name of the said parties of the first part, in and about the business, 
 maintenance, operation and use of the said road, with power to 
 make any and all such contracts in the furtherance of the objects of 
 this lease, with any persons or corporations in the name of the 
 said parties of the first part, and under their corporate seal or 
 otherwise, and generally to do all other acts and things in and 
 about the premises, which said parties of the first part might 
 lawfully .do, and to use the name of said parties of the first part in 
 and about 'any legal proceedings and suits, either at law or in 
 equity, as to the said parties of the second part may seem requi- 
 site and necessary in carrying out the objects and intentions of 
 this indenture, all of which is to be at the proper cost and charges 
 and risk of the said parties of the second part, their successors and 
 assigns. 
 
 And the said parties of the second part further covenant and 
 agree, to and with the said parties of the first part, their succes- 
 sors and assigns, that the said parties of the second part shall and 
 will, during the term hereby granted, operate, maintain and keep 
 in repair the said demised premises, and indemnify and save harm- 
 less the said parties of the first part, their successors and assigns, 
 against and from all costs, expenses and damages growing out of 
 the maintaining, operating, repairing and using the said road, and 
 the said parties of the first part hereby covenant and agree to and 
 with the said parties of the second part, their successors and 
 assigns, that they will, during the term in which the provisions of 
 this indenture shall be in force, preserve and continue the legal 
 organization of said Beloit and Madison Railroad Company will 
 hold meetings, keep records, pass votes, and appoint officers, so 
 far as necessary to enable the parties of the second part to carry 
 into full force and effect the object of this instrument, and that they 
 will take all such legal and necessary steps to renew the charter 
 of their said corporation upon or before its expiration as will effect 
 said object, and, so far as they can in any way control the same, 
 render said corporation perpetual.
 
 72 AGREEMENT B. <fe M. R. R. CO.. WITH G. & C. TT. R. R. CO. 
 
 And the said parties of the first part further agree, that they 
 will give such further and other assurances, and will execute such 
 further instruments and documents, and contracts and writings as 
 
 o 
 
 may be necessary to fully carry out the objects of this lease and 
 contract, and that they will, at any and all times hereafter, when 
 requested by the said parties of the second part, use their corpor- 
 ate powers, and do and perform in their o\vn corporate name, any 
 and all acts and things that may be necessary fully to protect the 
 said parties of the second part, in the full and complete enjoyment 
 of all the rights and privileges herein granted. 
 
 And the said parties of the first part further covenant and 
 agree, with the said parties of the second part, that they, the said 
 parties of the first part, are well and truly seized of the premises 
 hereby demised, and have full power to convey the same ; and in 
 the quiet enjoyment of said parties of the second part, shall and 
 will warrant and by these presents forever defend. 
 
 In Witness Whereof, The respective parties hereto have caused 
 this instrument to be executed as their act and in they behalf, by 
 their respective Presidents and under their several corporate seals, 
 and attested by their respective Secretaries, the day and year first- 
 above written. 
 
 [L. s.] (Signed) BELOIT AND MADISON RAILROAD 
 
 COMPANY, 
 
 By JOHN B. TURNER, President. 
 Attest: 
 (Signed) WALHO ABIEL, 
 
 Secretary. 
 
 [L. s.] (Signed) GALENA AND CHICAGO UNION RAILROAD 
 
 COMPANY, 
 
 By VV. H. BROWN, Predlent 
 Attest : 
 (Signed) W. M. LARRABEK, 
 
 Secretary.