LEASE 
 
 OF THE 
 
 Vermont&Massachusetts Railroad 
 
 COMPANY. 
 
 
 TO THE 
 
 THE LIBRARY OF THE 
 
 JUN 29 1932 
 
 UNIVERSITY OF ILLINOIS 
 
 FITCHBURG RAILROAD COMPANY, 
 
 FOR 
 
 Nine Hundred and Ninety-Nine Years, 
 
 FROM JANUARY 1st, 1874. 
 
LEASE 
 
 OF THE 
 
 Vermont&Massachusetts Railroad 
 
 \ V t 
 
 COMPANY, 
 
 THE LIBRARY OF THE 
 
 TO THE IUN ' 1932 
 
 UNIVERSITY OF ILLINOIS, 
 
 FITCHBURG RAILROAD COMPANY, 
 
 FOR 
 
 Nine Hundred and Ninety-Nine Years, 
 
 FROM JANUARY 1st, 1874. 
 
Digitized by the Internet Archive 
 in 2017 with funding from 
 
 University of Illinois Urbana-Champaign Alternates 
 
 https://archive.org/details/leaseofvermontma00verm_0 
 
32 
 
 
 
 
 
 
 
 
 
 

SA 
 
 LEASE. 
 
 this indenture, made this first day of January 
 in the year of our Lord one thousand eight hundred 
 and seventy-four, by and between The Vermont and 
 Massachusetts Railroad Company, a Corporation ex¬ 
 isting under and by virtue of the laws of the States of 
 Massachusetts and Vermont, of the first part, and The 
 Fitchburg Railroad Company, a Corporation existing 
 under and by virtue of the laws of the State of Massa¬ 
 chusetts, of the second part — Witnesseth — 
 
 That the said Vermont and Massachusetts Railroad Property 
 Company doth hereby lease , demise , and let unto the leased ' 
 said Fitchburg Railroad Company, its successors and 
 assigns, its Railroad extending from the terminus of 
 the Fitchburg Railroad in Fitchburg to Brattleboro in 
 the state of Vermont, and from “ Grouts Corner ” in 
 Montague to Greenfield, together with its branch from 
 Deerfield to Turners Falls — and also all the lands on 
 which said Railroad is, or shall be located within said 
 Terminal points ; or which are connected with the uses 
 of said Vermont and Massachusetts Railroad Company 
 and are its property, and all the rights, easements, 
 franchises, and privileges appurtenant thereto — and 
 all the turnouts, branch-tracks, depot grounds, water 
 rights, stations, super-structures, and fixtures connected 
 therewith, or belonging thereto, or used therewith, and 
 the lands on which the same are now situate or stand¬ 
 ing, so far as the same are the property of the said 
 Vermont and Massachusetts Railroad Company, and 
 whether included within its location or not — and 
 generally all and singular the real estate, tenements, 
 
 812945 
 
4 
 
 Property 
 assigned 
 and made 
 over. 
 
 Contracts 
 and encum 
 brances 
 to which 
 leased 
 property 
 is subject. 
 
 franchises, and appurtenances of the party of the first 
 part, and all its cars, engines, and equipments of every 
 nature and description. Also all the personal property 
 of the party of the first part, however the same may 
 he described, or wherever situate — saving and except¬ 
 ing only that all its open contracts for the transaction 
 of its business, its notes, accounts, bills receivable, cash, 
 cash funds, all its interest in the sinking fund, and 
 claims of whatever nature and description, outstanding 
 in its favor or arising or hereafter to arise under any 
 contract or contracts, and belonging to the party of the 
 first part, on the first day of January in the year of 
 our Lord one thousand eight hundred and seventy-four, 
 are on that day to be and become the full and absolute 
 property of the said Fitchburg Railroad Company, and 
 the same are hereby conveyed to said last named cor¬ 
 poration in consideration of these presents — 
 
 Excepting however and always provided, the forego¬ 
 ing demise is made subject to a lease from the Vermont 
 and Massachusetts Railroad Company to the Rutland 
 Railroad Company of that part of its road extending 
 from “ Grouts Corner ” to Brattleboro, and to all the 
 covenants, stipulations, and provisions therein con¬ 
 tained ; and also subject to all the terms and condi¬ 
 tions of a contract by and between said Vermont and 
 Massachusetts Railroad Company and the Cheshire 
 Railroad Company for the joint use by the said two 
 Companies of so much of the road of the Vermont and 
 Massachusetts Railroad Company as extends from 
 Fitchburg to Ashburnham Junction, and for other 
 privileges, to which lease and contract reference may 
 be had; and also subject to all other existing incum¬ 
 brances, liens, and contracts (although not specifically 
 mentioned) entered into, made, or suffered by the Ver¬ 
 mont and Massachusetts Railroad Company. And the 
 Fitchburg Railroad Company shall be entitled to re¬ 
 ceive the rent reserved under said lease and contract, 
 now or hereafter to become due, and to the full bene¬ 
 fit of all the covenants of the lessees in said lease and 
 
5 
 
 contract; and the Vermont and Massachusetts Rail¬ 
 road Company will execute all instruments which shall 
 be reasonably necessary for that purpose. 
 
 To have and to hold the same to the said Fitchburg Terra - 
 Railroad Company, its successors and assigns for the 
 term of nine hundred and ninety-nine years from and 
 after the first day of January in the year of our Lord 
 one thousand eight hundred and seventy-four. 
 
 And the said Vermont and Massachusetts Railroad Covenant 
 
 Company doth hereby covenant and agree with the effectu * 
 said Fitchburg Railroad Company, that it will, at all 
 times, upon reasonable request, execute any and all 
 instruments that may be requisite or necessary to con¬ 
 firm, and to its full meaning and intent effectuate and 
 establish the foregoing lease and assignment. 
 
 And the said V ermont and Massachusetts Railroad Covenant 
 
 to sell real 
 
 Company doth further covenant and agree, that it will estate - 
 upon the written request of the Fitchburg Railroad 
 Company, sell and convey to such person or persons 
 as the said Fitchburg Railroad Company may appoint, 
 such portions or parcels of the real estate held in fee 
 by the Vermont and Massachusetts Railroad Company, 
 and outside of its location, as the said Fitchburg Rail¬ 
 road Company may designate, and upon such reason¬ 
 able terms as the said Fitchburg Railroad Company 
 may direct; but upon the express agreement however, 
 by the Fitchburg Railroad Company that all the pro¬ 
 ceeds thereof, or a sum equal thereto, shall be, or shall 
 previously, from the funds of the Fitchburg Railroad 
 Company, have been, applied to permanent and sub¬ 
 stantial improvements, upon or connected with the 
 road or real estate of the Vermont and Massachusetts 
 Railroad Company, and such as are not in the nature 
 merely of renewals or repairs. 
 
 And the said Vermont and Massachusetts Railroad covenant to 
 
 maintain or- 
 
 Company doth further agree, that, during the contin- ganization. 
 uance of this lease and agreement, it will maintain its 
 organization and existence as a body corporate, and to 
 that end will comply with all the forms and requisites 
 
6 
 
 That Lessee 
 may use the 
 name of the 
 Lessor. 
 
 That Lessor 
 will not en¬ 
 gage in any 
 new enter¬ 
 prise. 
 
 That Lessor 
 will do all 
 Corporate 
 Acts for im¬ 
 proving and 
 straighten¬ 
 ing road. 
 
 of the law; and that it will do and perforin all such 
 acts, at the request of the party of the second part, 
 lawful and consistent with the rights of the party of 
 the first part, and its public duty, as shall be proper 
 and necessary to the due preservation and protection 
 of all the property, rights, franchises and interests 
 herein demised or granted to the party of the second 
 part, and to the improvement of its property and in¬ 
 crease of the facilities of its business, to carry into ef¬ 
 fect the true intent and meaning of this agreement, 
 and that in default thereof the same may be done by 
 the party of the second part, so far as it can lawfully 
 do the same, or by its agents, successors, and assigns, 
 in the name and as the act of the party of the first 
 part; and also that the party of the second part may 
 use the name, franchise, and corporate power of the 
 party of the first part in commencing and prosecuting 
 any suit in law or equity, which may be necessary to 
 enable the party of the second part to assert or main¬ 
 tain any right secured to it by this instrument, or to 
 enforce payment of damages for injury thereto ; and 
 also that the party of the first part will not engage in 
 any new enterprise, construct any new road, issue any 
 additional stock, or incur any new debt or liability ex¬ 
 cept in the issue of bonds or stock as herein provided 
 for the purposes herein expressed, so long as this lease 
 is valid and binding, except at the written request of 
 the Fitchburg Railroad Company; and will not in any 
 way interfere or act in the use or management of its 
 road or its appurtenances, except it shall be authorized 
 to do so by re-entry in case of default of the party of 
 the second part as hereinafter provided. 
 
 And the said Vermont and Massachusetts Railroad 
 Company doth agree to do all lawful corporate acts> 
 upon the request of the said Fitchburg Railroad Com¬ 
 pany, that may be necessary for the improvement or 
 straightening of said Railroad, its stations, or grounds ; 
 provided, always, that all the expenses incurred by the 
 said party of the first part, under this, or the preced- 
 
7 
 
 ing clause shall be borne by the party of the second 
 part. 
 
 And whereas it is probable that large expenditures 
 may be necessary upon the line of the Vermont bonds 10 ” 
 
 Massachusetts Railroad to accommodate traffic, the 
 said Vermont and Massachusetts Railroad Company 
 doth further covenant and agree that it will, at the 
 written request of the Fitchburg Railroad Company, 
 from time to time issue its additional unconvertible 
 bonds, at a rate of interest either of six or seven per 
 cent, at the option of the Fitchburg Railroad Com¬ 
 pany, to the extent of its right under its charter and 
 legislative acts in that behalf, and any further legisla¬ 
 tive acts which may be hereafter passed; provided 
 however said issue of additional bonds shall never ex¬ 
 ceed one million, five hundred thousand dollars, (ex¬ 
 cept renewals of its bonds as hereinafter provided) to 
 be delivered to and sold by said Fitchburg Railroad 
 Company, but at not less than par, and upon the ex¬ 
 press agreement by the Fitchburg Railroad Company, 
 that it will pay the principal and interest thereof as 
 they may become due, and save the Vermont and 
 Massachusetts Railroad Company harmless therefrom, 
 and will, in the event that it places a mortgage or 
 other lien upon its road, or upon its interest in the 
 Vermont and Massachusetts Road, include and secure 
 in said mortgage all said bonds outstanding and un¬ 
 paid, and all bonds issued in reneAval of the same as 
 hereinafter provided — and upon the further agree¬ 
 ment, that all the proceeds of said bonds, or a sum 
 equal thereto, shall be or shall have previously, from 
 the funds of the Fitchburg Railroad Company, been 
 applied to the purchase of real estate for railroad pur¬ 
 poses upon or immediately connected with the road of 
 the Vermont and Massachusetts Railroad Company, 
 and in its name, but for the occupation of the Fitch¬ 
 burg Railroad Company as lessee, or to permanent and 
 substantial improvements, and such as are not in the 
 nature of renewals or repairs, upon or connected Avith 
 
8 
 
 Covenant 
 to sell 
 Brattleboro 
 Branch. 
 
 Proviso for 
 disposition 
 of the 
 proceeds. 
 
 the road, road bed, bridges, track or real estate of the 
 said Vermont and Massachusetts Railroad Company, 
 or for the straightening or alteration of the line of the 
 road of the Vermont and Massachusetts Railroad Com¬ 
 pany, or laying other tracks, or for excess in cost of 
 steel over iron rails, or for any or all said purposes, 
 but for no other purpose whatever. 
 
 And the Vermont and Massachusetts Railroad Com¬ 
 pany doth further covenant and agree with the Fitch¬ 
 burg Railroad Company, that it will, upon the written 
 request of the Fitchburg Railroad Company, sell and 
 convey to such person or persons or corporation as 
 may be designated in such request (provided such sale 
 can lawfully be made) that portion of the Vermont 
 and Massachusetts Railroad, which lies between 
 “ Grout’s Corner ” and Brattleboro, Vermont, and 
 known as the Brattleboro Branch, with all, or any 
 part, of the real estate reasonably appertaining to that 
 portion of the road, upon such reasonable terms as 
 said Fitchburg Railroad Company may direct; and in 
 case of a dispute between the parties to this lease as to 
 the reasonableness of the said terms, the same shall be 
 determined by referees chosen, one by each of said 
 parties, and the third by the two so chosen ; and if 
 either party shall refuse to choose a referee, an umpire 
 shall be appointed by the Supreme Judicial Court; 
 and the said Fitchburg Railroad Company shall re¬ 
 ceive the proceeds of said sale; but upon the express 
 agreement however, that all the proceeds of said sale, 
 or a sum equal thereto, shall be, or shall have previ¬ 
 ously from the funds of the Fitchburg Railroad Com¬ 
 pany been, applied to the purchase of real estate for 
 railroad purposes upon or immediately connected with 
 the road of the Vermont and Massachusetts Railroad 
 Company and in its name, but for the occupancy of 
 the Fitchburg Railroad Company as lessee, or to per¬ 
 manent and substantial improvements and such as are 
 not in the nature of renewals or repairs, upon or con¬ 
 nected with the road, road bed, track, bridges, or real 
 
9 
 
 estate of the said Vermont and Massachusetts Rail¬ 
 road Company, or for the straightening or alteration of 
 the line of the road of the Vermont and Massachusetts 
 Railroad Company, or laying other tracks, or for the 
 excess of cost of steel over iron rails, or for any, or all 
 said purposes but for no other purpose whatever — 
 Provided however, and it is expressly agreed, that if 
 at the time of said sale, the one million and a half of 
 bonds of the Vermont and Massachusetts Railroad 
 Company — being the amount hereinbefore agreed 
 upon — shall have been issued, and are outstanding, 
 the whole proceeds of said sale shall be applied to the 
 purchase and extinction of said bonds, or to a sinking 
 fund to be kept expressly for that purpose ; and if at 
 the time of said sale no part of said issue of one mil¬ 
 lion and a half of bonds shall have been made — or if 
 a part of said bonds have been issued, but the said is¬ 
 sue with the proceeds of said sale do not amount to 
 one million and a half dollars — the Vermont and 
 Massachusetts Railroad Company shall not be required 
 to issue said bonds to any greater amount, than the 
 difference between the actual proceeds of said sale 
 added to the bonds already issued, and the sum of one 
 million and a half of dollars; and in case a part only 
 of said bonds shall have been issued before the sale of 
 said Branch, and the part so issued together with the 
 proceeds of said sale exceeds the sum of one million 
 and a half dollars, so much of the proceeds of said sale 
 shall be applied to the payment of said bonds (or car¬ 
 ried to a sinking fund) as will reduce the sum of said 
 bonds and proceeds to one million and a half dollars, 
 the investment in a sinking fund being regarded for 
 the purposes of this clause, as payment and extinction, 
 pro tanto , of said bonds. 
 
 And the Vermont and Massachusetts Railroad Com-covenant 
 
 to issue 
 
 pany doth further covenant and agree, that as its now bond3i , 11 
 
 x ' # 07 renewal. 
 
 existing bonds and all other bonds hereinbefore pro¬ 
 vided for mature, it will, on request of the Fitchburg 
 Railroad Company, duly issue new bonds to the extent 
 
10 
 
 of eighty per centum of those so maturing, at a rate of 
 interest of six or seven per centum at the option of the 
 Fitchburg Railroad Company, to be sold at not less 
 than par, and the proceeds to be applied to the pay¬ 
 ment to that extent of the bonds so maturing. And 
 the said new bonds, if required, shall be delivered, at 
 least six months before the maturity of the existing 
 bonds, to a committee consisting of an equal number 
 from the board of Directors of each of said Companies, 
 to be by them sold and the proceeds strictly applied to 
 the payment of the maturing bonds. And the exist¬ 
 ing bonds shall be delivered up, when paid, to the 
 Treasurer of the Vermont and Massachusetts Railroad 
 Company, cancelled. And upon the maturity of all 
 the bonds so issued in renewal by the Vermont and 
 Massachusetts Railroad Company as provided in this 
 agreement, the Vermont and Massachusetts Railroad 
 Company shall, upon request of the Fitchburg Rail¬ 
 road Company, issue new bonds to the extent of 
 seventy-five per centum of the whole amount so ma¬ 
 turing, of like tenor, and in such due season, as to en¬ 
 able the Fitchburg Railroad Company to liquidate and 
 pay seventy-five per centum thereof. And when 
 again such new bonds mature, the Vermont and Mas¬ 
 sachusetts Railroad Company will again issue bonds 
 of like tenor to the amount of two-thirds of the amount 
 so maturing. And when said last named bonds ma¬ 
 ture, will again issue new bonds of a like tenor to the 
 amount of one-half of the bonds so maturing; it being 
 always understood and agreed, that the difference in 
 each case, which is twenty per centum of the original 
 issue, shall be paid from the funds of the Fitchburg 
 Railroad Company. The time during which said 
 bonds shall run in each case of issue shall not exceed 
 twenty years. 
 
 covenant to And the said Vermont and Massachusetts Railroad 
 
 apply to the 
 
 Legislatures Company hereby covenants and agrees with the Fitcli- 
 
 fornecessary 1 J J 0 
 
 authority, burg Railroad Company that it will, at all times, upon 
 the written request of the Fitchburg Railroad Com- 
 
11 
 
 pany, make application to the. Legislatures of Massa¬ 
 chusetts or Vermont for all such acts and authority as 
 may be necessary in the premises, and do all things 
 which may be necessary or proper to enable the Fitch¬ 
 burg Railroad Company to procure the money neces¬ 
 sary for the purposes aforementioned, in the manner 
 above mentioned. But all acts of the Vermont and 
 Massachusetts Railroad Company under this clause 
 shall be at the cost and expense of the Fitchburg Rail¬ 
 road Company. 
 
 And in consideration of the foreqoinq the said Fitch- Covenant 
 burg Railroad Company doth hereby covenant and agree 
 to pay to the said Vermont and Massachusetts Rail¬ 
 road Company as annual rent, for the first two years, 
 a sum each year equal to four per centum per annum 
 on the present amount of the capital stock of the said 
 Vermont and Massachusetts Railroad Company, two 
 million, eight hundred and sixty thousand dollars ; 
 for the third and fourth years a sum each year equal 
 to five per centum per annum upon said capital stock; 
 and for each year of the remainder of said term of nine 
 hundred and ninety-nine years, a sum equal to six per 
 centum per annum, upon said capital stock. And the 
 said rent is payable semi-annually on the first days of 
 April and October of each year of said term, in good 
 and lawful money of the United States, and is to com¬ 
 mence on the first day of January, A. D. 1874, and is 
 payable at the office of the Treasurer of the Vermont 
 and Massachusetts Railroad Company. The rent on 
 the first day of April, A. D. 1874, is to be for three 
 months and not for six months. 
 
 And the said Fitchburg Railroad Company doth covenant 
 
 47 to pay in- 
 
 further covenant and agree to pay the interest on the terest, and 
 
 instalments 
 
 bonds of the Vermont and Massachusetts Railroad of sinkin 
 
 fund. 
 
 Company as it may accrue, and the principal thereof 
 when due, and also all the installments of the sinking 
 fimd, and in the event that any of the convertible 
 bonds of the said Vermont and Massachusetts Rail¬ 
 road Company shall be converted into stock, the said 
 
12 
 
 Leasee to 
 pay $3,000 
 annually. 
 
 Covenant 
 to pay 
 taxes. 
 
 Covenant to 
 expend 
 money de¬ 
 rived from 
 sales of land 
 
 Covenantto 
 indemnify, 
 and save 
 Lessor 
 harmless. 
 
 Fitchburg Railroad Company doth agree to pay, as ad¬ 
 ditional rental, the same annual per centum on said 
 new stock as is hereinbefore set forth and provided as 
 to the other stock, and at the same place and time. 
 
 And the said Fitchburg Railroad Company agrees to 
 pay to the Vermont and Massachusetts Railroad Com- 
 'pany the sum of three thousand dollars annually, for 
 the purpose of defraying the expenses of the main¬ 
 tenance of its organization and the salaries of its offi¬ 
 cers ; said amount to be paid in equal quarterly pay¬ 
 ments. 
 
 And the said Fitchburg Railroad Company further 
 agrees to pay all taxes, whether national, state, county 
 or municipal, which shall he assessed upon said Ver¬ 
 mont and Massachusetts Railroad Company, or upon 
 its railroad, or any of its property, or which shall he 
 required to be paid by said Vermont and Massachu¬ 
 setts Railroad Company for any year or part of year 
 during said term ; and if at any time during said term 
 a tax shall he assessed upon the stock of the party of 
 the first part, as a tax on property of stock-holders, 
 and as a substitute for the tax or any part thereof now 
 levied upon the corporation, the party of the second 
 part hereby agrees to pay the same, as also all charges 
 and assessments in the nature of taxes, so that the 
 party of the first part shall receive the clear annual 
 revenue hereinbefore stated and fully set forth. 
 
 And the said Fitchburg Railroad Company further 
 agrees to expend all sums of money received from 
 ■ sales of land, or an amount equal thereto as hereinbe¬ 
 fore fully set forth, in permanent improvements upon, 
 or connected with, the road or real estate of the Ver¬ 
 mont and Massachusetts Railroad Company and such 
 as are not in the nature merely of renewals or repairs. 
 
 And the party of the second part doth further agree 
 to assume all the debts, claims, liabilities, and obliga¬ 
 tions of every nature and description, now incurred 
 and outstanding against the said Vermont and Massa¬ 
 chusetts Railroad Company, or that may in any way 
 
13 
 
 hereafter arise or grow out of any transactions, busi¬ 
 ness, negligence, or misfeasance had or committed by 
 said Vermont and Massachusetts Railroad Company 
 prior to the first day of January in the year of our 
 Lord one thousand eight hundred and seventy-four, 
 and to forever indemnify and wholly save harmless 
 the said Vermont and Massachusetts Railroad Com¬ 
 pany therefrom. And the said party of the second 
 part further agrees fully to indemnify, and save harm¬ 
 less, the party of the first part from and against all 
 claims, obligations, losses, liabilities, or expenses, that 
 it may in any wise incur, or become liable to, after said 
 first day of January, that may in any manner arise, or 
 grow out of, any transactions, business, negligence, or 
 misfeasance in any way connected with the operation, 
 management, or control of said leased road, or any of 
 its property. 
 
 And whereas the said party of the first part has con- covenant 
 tracts for business and other matters still unexecuted contracts, 
 and open, the party of the second part doth hereby 
 agree to assume and perform all such contracts and 
 agreements, and to do, and to keep, all things therein 
 to be kept and performed, and save the party of the 
 first part harmless therefrom. And it is to have and 
 receive all payments and benefits to be had and re¬ 
 ceived by the party of the first part under and by vir¬ 
 tue of the same. 
 
 Said party of the second part further agrees that it maintain, 
 will at all times keep, rebuild, and maintain said Rail- replace and 
 road, its road bed, bridges, superstructures, buildings, 
 grounds, and fences, and every thing pertaining to the 
 same, in as good repair and condition as it now is, and 
 as the law may require. But nothing herein contained 
 shall prevent the lessee from altering, taking down, or 
 removing any structures on the premises ; but in such 
 case, and in place thereof, it shall on some part of the 
 leased premises make other improvements or erect 
 other structures, equal in value to the structures al¬ 
 tered, taken down, or removed. And the said Fitch- 
 
14 
 
 Right to 
 sell rolling 
 stock. 
 
 Covenant 
 to discharge 
 chartered 
 obligations 
 of Lessor. 
 
 Passes to he 
 issued. 
 
 Forfeiture 
 
 clause. 
 
 burg Railroad Company shall have the right to use all 
 the rolling stock of the Vermont and Massachusetts 
 Railroad Company on and over its own road, or over 
 any road where it can lawfully send its own cars ; and 
 may, at any and all times, sell the locomotives, tools^ 
 machinery, fixtures, other rolling stock, furniture, and 
 other personal property herein leased, substituting 
 other property of equal value therefor. 
 
 And the said party of the second part covenants and 
 agrees that in managing and operating said leased road 
 it will, as far as it lawfully may, assume and perform 
 all obligations and duties to which it would be liable 
 under the laws and the Charter of the Vermont and 
 Massachusetts Railroad Company, in case the said 
 Railroad was owned by said party of the second part, 
 and make all returns that are or may be required by 
 law of the Vermont and Massachusetts Railroad Com¬ 
 pany. 
 
 And the party of the second part further agrees to 
 furnish, during the term of this lease, to the officers 
 for the time being of the Vermont and Massachusetts 
 Railroad Company, not exceeding nine in number, free 
 annual passes over the Fitchburg, and Vermont and 
 Massachusetts Railroads, on regular passenger trains ; 
 the said officers taking the risk of all personal damage, 
 detention, injury, or loss of baggage, from any cause 
 whatsoever on said passage. And it also agrees that 
 the stockholders of the Vermont and Massachusetts 
 Railroad may pass free over said roads at any stock¬ 
 holders meeting during said term. 
 
 These presents are upon the condition, that if the 
 said Fitchburg Railroad Company shall neglect or re¬ 
 fuse to pay the rent herein reserved, or any part 
 thereof, for more than six months after the same shall 
 have become due — previous written notice of at least 
 thirty days having been given by the President and 
 Directors of the Vermont and Massachusetts Railroad 
 Company that this neglect or refusal will be consid¬ 
 ered as a forfeiture of this lease — or if the said Fitch- 
 
15 
 
 burg* Railroad Company shall continue to neglect, or 
 fail to perform, any or either of the covenants on its 
 part to be performed, for more than six months after 
 written notice from the President and Directors of the 
 Vermont and Massachusetts Railroad Company of such 
 neglect or failure, and that if continued it will be re¬ 
 garded as a forfeiture of this lease — then and in 
 either of said cases, the said party of the first part 
 may lawfully, at any time after the expiration of said 
 six months and while such neglect or default contin¬ 
 ues, without further notice or demand, enter into and 
 upon the leased premises, or any part thereof in the 
 name of the whole, and repossess the same as of its 
 former estate, and expel the party of the second part 
 and those claiming under it, without prejudice to any 
 remedies which might otherwise be used for arrears of 
 rent or preceding breach of covenant. 
 
 And whenever payment of rent as hereinbefore pro- interest 
 
 L J to be paid 
 
 vided shall be delayed, interest shall be paid by the rent in 
 party of the second part to the party of the first part, 
 from the time when such rent shall become due, at the 
 rate of ten per centum per annum, up to the time that 
 notice shall be given that such delay will be regarded 
 as a forfeiture. But nothing herein shall be consid¬ 
 ered to work a forfeiture of this lease when the omis¬ 
 sion or delay on the part of the Fitchburg Railroad 
 Company in performing any obligations hereunder — 
 saving only the payment of the rent — results from 
 causes reasonably beyond its control, or when, from 
 any cause, such omission or delay ought not in equity 
 to work a forfeiture - T and nothing shall prevent the 
 right of the Fitchburg Railroad Company to delay the 
 payment of any claim or demand against the Vermont 
 and Massachusetts Railroad Company which, for rea¬ 
 sonable cause, it may choose to litigate at its own cost. 
 
 And the Fitchburg Railroad Company doth further covenant 
 
 to render 
 
 agree, that in the event of the forfeiture of this lease equivalent, 
 for breach of the condition thereof, and entry and re¬ 
 possession by the lessor, it will jDay over, or render a 
 
16 
 
 sufficient equivalent for, the appraised value of the 
 personal property herein assigned and made over, 
 (upon the basis of an inventory thereof, made at the 
 time of the execution hereof,) and for the locomotives, 
 tools, machinery, fixtures, rolling stock, furniture, sup¬ 
 plies, and other property which it shall have sold un¬ 
 der the authority hereinbefore contained, 
 to pay bonds And the Fitchburg Railroad Company doth further 
 agree, that whenever, in pursuance of the terms of this 
 agreement, the Vermont and Massachusetts Railroad 
 Company shall issue its bonds as herein provided for, 
 the Fitchburg Railroad Company will pay the princi¬ 
 pal and interest thereof as they may become due, and 
 save the Vermont and Massachusetts Railroad Com¬ 
 pany harmless therefrom ; and will also, in the event 
 
 To secure by that it places a mortgage or other lien upon its road, 
 mortgage. ° 
 
 or upon its interest in the Vermont and Massachusetts 
 Road, include and secure in said mortgage all said 
 bonds outstanding and unpaid, and all issued in re¬ 
 newal of them or any part of them ; and it doth fur¬ 
 ther agree, that all the proceeds of said bonds, or a 
 sum equal thereto, shall be or shall previously from 
 the funds of the Fitchburg Railroad Company have 
 rea?estate S or been, applied to the purchase of real estate for railroad 
 improve- 11 purposes, upon or immediately connected with the 
 road of the Vermont and Massachusetts Railroad Com¬ 
 pany and in its name, but for the occupation of the 
 Fitchburg Railroad Company as lessee, or shall be ap¬ 
 plied to permanent and substantial improvements, and 
 such as are not in the nature of renewals or repairs, 
 upon or connected with the road, road bed, bridges, 
 track, or real estate of the said Vermont and Massa¬ 
 chusetts Railroad Company, or to the straightening or 
 alteration of the line of the road of the Vermont and 
 Massachusetts Railroad Company, or to laying other 
 tracks, or to the excess in the cost of steel over iron 
 rails, or to any and all said purposes, but to no other 
 purpose whatever. 
 
 ments. 
 
17 
 
 And the Fitchburg Railroad Company doth further covenant 
 agree, that whenever the Vermont and Massachusetts 
 Railroad Company shall sell any portion of its real es- of real estate, 
 tate as hereinbefore provided for, the proceeds thereof, 
 or a sum equal thereto, shall be, or shall previously 
 from the funds of the Fitchburg Railroad Company 
 have been, applied to the purchase of real estate, for 
 railroad purposes, upon or immediately connected with 
 the road of the Vermont and Massachusetts Railroad 
 Company and in its name, but for the occupancy of 
 the Fitchburg Railroad Company as lessee ; or shall 
 be applied to permanent and substantial improvements, 
 and not such as are in the nature of renewals or re¬ 
 pairs, upon or connected with the road, road bed, 
 track, bridges, or real estate of the said Vermont and 
 Massachusetts Railroad Company, or to the straighten¬ 
 ing or alteration of the line of the road of the Vermont 
 and Massachusetts Railroad Company, or to laying 
 other tracks, or to any and all said purposes, but to no 
 other purpose whatever. 
 
 Provided however, and the Fitchburg Railroad Com- of^onds 011 
 pany doth further agree that if at the time of the saleoneanda to 
 of the Brattleboro Branch as hereinbefore provided jjf do^irs? 11 
 for, the one million and a half of bonds of the Vermont 
 and Massachusetts Railroad Company — being the 
 amount hereinbefore agreed upon — shall have been 
 issued and are outstanding, the whole proceeds of said 
 sale, or sales, shall be applied to the purchase and ex¬ 
 tinction of said bonds, or to a sinking fund to be kept 
 expressly for that purpose. 
 
 And the said Fitchburg Railroad Company doth 
 further agree, that in case a part only of said bonds 
 shall have been issued before the sale of said branch, 
 and the part so issued together with the proceeds of 
 said sale exceeds the sum of one million and a half of 
 dollars, so much of the said proceeds of said sale shall 
 be applied to the payment of said bonds (or carried to 
 a sinking fund) as will reduce the sum of said bonds 
 and proceeds to one million and a half of dollars, the 
 
18 
 
 Covenant 
 to account. 
 
 Lessee may 
 relocate or 
 rebuild. 
 
 Inventory 
 and ap¬ 
 praisals. 
 
 investment in a sinking fund being regarded for the 
 purpose of this clause, as payment and extinction, pro 
 tanto , of said bonds. 
 
 And the Fitchburg Railroad Company agrees, at all 
 times upon the request of the Directors of the Ver¬ 
 mont and Massachusetts Railroad Company, to fur¬ 
 nish the said Directors with a full and detailed ac¬ 
 count of all expenditures, by said Fitchburg Railroad 
 Company, of the money received from all its sales of 
 the lands of the Vermont and Massachusetts Railroad 
 Company, its sale of said Brattleboro Branch if made, 
 and from the sale of any bonds issued or renewed un¬ 
 der the provision of this lease. 
 
 It is further agreed and understood between the 
 parties hereto, that the Fitchburg Railroad Company 
 may relocate or rebuild any part of the line of the 
 Vermont and Massachusetts Railroad, and for the pur¬ 
 pose of straightening the same, or improving the grades 
 or curvatures, may discontinue any portion, so far as it 
 can lawfully be done, and may construct a second 
 track in whole or in part, sidings, stations, and, in 
 general, may make any reasonable and proper altera¬ 
 tions, additions or improvements on said property, 
 which the said Vermont and Massachusetts Railroad 
 would, if acting in its own corporate capacity, have 
 power to do. All however is to be paid for by the 
 Fitchburg Railroad Company either out of its own 
 funds, or out of the funds to be raised from bonds or 
 otherwise as herein provided. 
 
 In addition to the inventory of the personal property 
 assigned and made over as above provided, there shall 
 be another inventory and appraisal made at, or imme¬ 
 diately after, the execution of this lease, of all the lo¬ 
 comotives, cars, rolling stock, machinery, and personal 
 property of every nature and description demised to 
 the Fitchburg Railroad Company by this lease, and an 
 accurate description and appraisal made of the road, 
 tracks, buildings, bridges, and all similar property ap¬ 
 pertaining to and of the nature of real estate, of the 
 
19 
 
 Vermont and Massachusetts Railroad Company; and a 
 copy of such inventory, description, and appraisals 
 shall he furnished to each of said Companies ; and the 
 same shall he evidence in any and all cases in which 
 the question of the value of said property at the time 
 of making this lease shall arise. The said inventory, 
 description, and appraisals, as also the other inventory 
 and appraisal provided for in this lease, shall be made 
 by two disinterested persons, one selected by each of 
 said Companies, who in case of any dispute or disa¬ 
 greement may choose a third. 
 
 And if at any time it shall happen that this lease Lease de- 
 
 ^ termining 
 
 shall be or become invalid, or shall be terminated with- without de¬ 
 fault, 
 
 out the default of either party, then, and in such case, parties to 
 
 ^ ’be restored 
 
 each party shall he restored as near as may be to the to former 
 condition in which it stood before the lease was made, 
 and due allowance shall be made for what each party 
 has paid, received, or become liable for in consequence 
 of this lease, or in carrying out its provisions, so as to 
 make an equitable adjustment between them, (but in 
 no case shall any rent be returned, it being understood 
 that the rent and the value of the occupation shall be 
 considered as mutually equivalent) and if the parties 
 cannot agree upon such adjustment, or upon an arbi¬ 
 tration, then the party aggrieved shall have a claim 
 to relief at law or in equity. 
 
 All the covenants by either corporation shall be^^gon 
 binding upon its successors and assigns, and all the assigns - 
 covenants to or with either corporation shall enure to 
 the benefits of its successors and assigns in the same 
 manner as if in each case it had been fully expressed. 
 
20 
 
 Til (Uitlte$$ mhereof, the Vermont and Massa¬ 
 chusetts Railroad Company by its President, and 
 the Fitchburg Railroad Company by its President, 
 the President of each of said Companies being thereto 
 duly authorized as a committee, have to this, and one 
 other instrument of even date and tenor herewith, 
 signed their corporate names, and affixed their corpor¬ 
 ate seals, the year and day first above mentioned. 
 
 £ 
 
 o 
 
 XTX 
 
 Vermont and Massachusetts Rail¬ 
 road Company, by Daniel S. 
 
 Richardson, President, hereto au¬ 
 thorized as a Committee by the 
 Directors. 
 
 Fitchburg Railroad Company, by 
 William B. Stearns, President, 
 hereto authorized as a Commit¬ 
 tee by the Directors. 
 
 Countersigned by 
 
 Franklin V. Poor, Treasurer Vermont and 
 Massachusetts Railroad Company. 
 
 Countersigned by 
 
 M. D. Benson, Treasurer Fitchburg Railroad 
 Company. 
 
 COMMONWEALTH OF MASSACHUSETTS. 
 
 Suffolk, ss., January 7th, 1874. 
 
 Then personally appeared William B. Stearns, and 
 as President of the Fitchburg Railroad Company, and 
 as a committee duly authorized thereto, acknowledged 
 the above to be the free act and deed of the Fitchburg 
 Railroad Company. 
 
 Before me 
 
 P. E. TESCHEMACHER, Justice of the Peace. 
 
21 
 
 COMMONWEALTH OF MASSACHUSETTS. 
 
 Suffolk, ss., January 7th, 1874. 
 
 Then personally appeared Daniel S. Richardson, 
 and as President of the Vermont and Massachusetts 
 Railroad Company, and as a committee duly author¬ 
 ized thereto, acknowledged the above to be the free 
 act and deed of the Vermont and Massachusetts Rail¬ 
 road Company. 
 
 Before me 
 
 P. E. TESCHEMACHER, Justice of the Peace. 
 
 This memorandum witnesses that the terms of the 
 within lease, have, before its approval by the stockhold¬ 
 ers of the Companies therein named, been unanimously 
 agreed upon by the Directors thereof, acting under 
 votes of their respective boards, both in their official 
 capacity and as representatives of their respective 
 boards. 
 
 ^ Daniel S. Richardson, 
 
 ll«ds Geo. F. Fay, 
 
 F. Goodhue, 
 
 ilUt Wende11 T. Davis, 
 
 T. K. Ware, 
 
 Jas. A. Dupee, 
 
 ?3ol Wm. H. Hill, 
 
 Directors of 
 Vermont and 
 Massachusetts 
 Railroad Company. 
 
 
 l gg • a 
 
 £>§« | Wm. B. Stearns, 
 
 ” ^ iJD W 
 
 h Robert Codman, 
 oSl S. Seth Bemis, 
 
 S'gS 5 P. B. Brigham, 
 .-§g5 . o Alvah Crocker, 
 
 Directors of the 
 y Fitchburg Railroad 
 Company. 
 
22 
 
 Extracts from the Directors’ Records of the Fitch¬ 
 burg Railroad Company. 
 
 The following vote was passed at a meeting held 
 December 18th, 1873 : 
 
 “Voted': That it is expedient to call a Special 
 Meeting of the stockholders of the Fitchburg Railroad 
 Company, to he held at the Passenger Station on 
 Causeway Street, Boston, on Wednesday, the 31st 
 day of December 1873, at 11 o’clock A. M., to see if 
 the stockholders will authorize the Directors to take a 
 lease of the Vermont and Massachusetts Railroad and 
 its branches, for nine hundred and ninety-nine years, 
 and to act upon the terms thereof ; and the Clerk is 
 hereby directed to call the same.” 
 
 The following vote was passed at a meeting held 
 December 29th, 1873. 
 
 “ The proposed lease of the Vermont and Massachu¬ 
 setts Railroad having been presented and read, on mo¬ 
 tion of Mr. Bemis, seconded by Mr. Crocker, it was 
 voted that this board do agree to said lease and ap¬ 
 prove the same, subject to the approval of the stock¬ 
 holders.” 
 
 Extract from the Stockholders’ Records of the Fitch¬ 
 burg Railroad Company. 
 
 The following vote was passed at a Special Meeting 
 of the stockholders of the Fitchburg Railroad Com¬ 
 pany, held Wednesday, the 31st day of December, 
 1873: “That whereas the Directors of the Vermont 
 and Massachusetts Railroad Company, and the Direc¬ 
 tors of the Fitchburg Railroad Company, whose roads 
 enter upon and connect with each other, have agreed 
 that the first named Company, shall make a lease of 
 its road to said last named Company, and that such 
 lease shall be for the term of nine hundred and ninety- 
 nine (999) years, from the first day of January A. D., 
 one thousand eight hundred and seventy-four, and that 
 in addition to the payment of certain taxes, assess¬ 
 ments and other payments to be made, and liabilities 
 
23 
 
 to be assumed and fulfilled by the lessees under said 
 lease, the rent of such rbad, to be paid half yearly by 
 said lessees, shall be a certain percentage upon the 
 Capital Stock issued by the said Vermont and Massa¬ 
 chusetts Railroad Company, viz : Four per cent, per 
 year thereon for the first two years of said term, five 
 per cent, a year thereon for the two next years of said 
 term, and six per cent, a year thereon for the residue 
 of said term. And whereas the said Directors have 
 agreed upon all the terms of said lease, which are fully 
 set forth in the draft of a lease, this day submitted to 
 the stockholders of the Fitchburg Railroad Company.” 
 
 “ Now therefore, we, the stockholders of the Fitch¬ 
 burg Railroad Company, do sanction and confirm such 
 agreement, and do hereby approve of the terms of said 
 lease, and do approve, ratify and confirm such lease it¬ 
 self, and hereby authorize the Directors of the Fitch¬ 
 burg Railroad Company in its behalf, either by their 
 committee or collectively, to execute the same, and to 
 affix thereto the signature and corporate seal of the 
 Fitchburg Railroad Company.” 
 
 Extract from the Directors’ Records of the Fitch¬ 
 burg Railroad Company. 
 
 The following vote was passed at a meeting held 
 January 7, 1874: 
 
 “ On motion of Mr. Codman it was voted : That the 
 President of this Company be authorized as a Com¬ 
 mittee to execute aild acknowledge the lease of the 
 Vermont and Massachusetts Railroad, approved by the 
 Stockholders at their Special Meeting held December 
 31, 1873, and to affix the corporate seal thereto.” 
 
 T hereby certify that the foregoing are true copies from 
 the Records of the Fitchburg Railroad Company. 
 
 ' Attest: THOMAS WHITTEMORE, 
 
 Clerk of the Fitchburg Railroad Company. 
 
 Extracts from the Directors’ Records of the Ver¬ 
 mont and Massachusetts Railroad Company. 
 
24 
 
 The following vote was passed at a meeting, held 
 December 19, 1873 : 
 
 “ Voted : That a Special Meeting of the Stockhold¬ 
 ers of the Vermont and Massachusetts Railroad Com¬ 
 pany be called, to be held at the Passenger Station of 
 the Fitchburg Railroad Company, on Causeway Street, 
 in Boston, the sixth day of January next, at eleven 
 o’clock A. M., to see if the Stockholders will authorize 
 the Directors to lease the Vermont and Massachusetts 
 Railroad and its branches, for nine hundred and nine¬ 
 ty-nine years, and to act upon the terms thereof.” 
 
 The following vote was passed at a meeting held 
 January 6, 1874 : 
 
 “ The lease of the Vermont and Massachusetts Rail¬ 
 road to the Fitchburg Railroad Company, as agreed 
 upon by the joint Boards of Directors, was submitted 
 to the Board, and thereupon the following vote was 
 unanimously passed, viz: Voted: That this Board 
 agrees to said lease and approves the same subject to 
 the approval of the Stockholders.” 
 
 Extract from the Stockholders’ Records of the Ver¬ 
 mont and Massachusetts Railroad Company. 
 
 The following vote was passed at a Special Meeting, 
 held January 6, 1874 : 
 
 “ Whereas , the Directors of the Vermont and Massa¬ 
 chusetts Railroad Company, and the Directors of the 
 Fitchburg Railroad Company, whose roads connect 
 with each other, have agreed upon a lease by the first 
 named Company, of its road to the last named Com¬ 
 pany, for the term of nine hundred and ninety-nine 
 years, from the first day of January, in the year one 
 thousand eight hundred and seventy-four, and upon all 
 the terms thereof, a copy of which lease has this day 
 been read and submitted to the stockholders of the 
 Vermont and Massachusetts Railroad Company.” 
 
 “ Now therefore, we, the stockholders of the Ver¬ 
 mont and Massachusetts Railroad Company, do sanc¬ 
 tion said lease, and do approve the terms thereof, and 
 
25 
 
 do hereby authorize the Directors of the Vermont and 
 Massachusetts Railroad Company, in its behalf, either 
 by their committee or collectively, to execute the 
 same, and to affix thereto, the corporate seal of the 
 Vermont and Massachusetts Railroad Company.” 
 
 Extract from the Directors’ Records of the Vermont 
 and Massachusetts Railroad Company. 
 
 The following vote was passed at a meeting held 
 January 7th, 1874 : 
 
 “ Voted : That the President of this Company be au¬ 
 thorized, as a committee, to execute and acknowledge 
 the lease to the Fitchburg Railroad Company, ap¬ 
 proved by the stockholders, at their Special Meeting, 
 held January 6th, 1874, and to affix the corporate seal 
 thereto.” 
 
 I hereby certify that the foregoing are true copies 
 from the Records of the Vermont and Massachusetts 
 Railroad Company. 
 
 Attest: B. D. LOCKE, 
 
 Clerk of the Vermont and Massachusetts Railroad 
 Company . 
 

 
 
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