The Portland daily press. [volume] (Portland, Me.) 1862-1921, 1883-03-14
CONSOLIDATION.
The Lease Of the Eastern Railroad Sub
stantially Accomplished.
Only the Ratification Of the Stock
holders Needed.
Full Text of the Agreement with the
Boston and Maine.

DUBLIN, u1drCu lo.--kAb u u0olluS bOudy VI
the directors of the Eastern Railroad the
agreement for consolidation of the two roads
| was adopted and a special meeting of stock
| holders to ratify the same is called for the
| 2Sth. The Boston and Maine have already
ratified this agreement and nothing remains
| to he done but the ratification and signing of
| the contract.
The following is the text of the agreement:
| This indenture, made in duplicate this -
| day of -, A. D., 1888, by and between the
! Eastern Railroad Company, a corporation ex.
| listing under and by virtue of the laws of the
| Commonwealth of Massachusetts, party OF the
| first part, and hereinafter denominated the
lessor, and the Boston and Maine Railroad,
| corporation existing under and by virtue of
| the laws of said Commonwealth, and under
and by virtue of the laws of the States of
Maine and New Hampshire. party of the sec
ond part and hereinafter denominated the
lessee.
Witnesseth, that the said parties, each for
itself, its successors and assigns, and each In
consideration of the grants, covenants and en-
| gsgemeuts herein made by the other, have
| granted, covenanted and agreed, and do here
| by grant, covenant and agree, each to and with
the other and its successors and its assigns, as
| followS-to wit:
The lessor doth grant, demise and lease un-
| to the leesee, its successors and assigns, its
| railroad, lands and wharves within or without
said Commonwealth, branches, tracks, side
| tracks, road beds, superstructuie, station
houses, depot grounds, depots. viaducts,
bridges, piers, shops, buildings, fixtures, en-
gines, cars, rolling stock, machinery, TOOLS
furniture. telegraph apparatus. equipment,
material and supplies, bills and accounts re-
celvable, money and cash on hand and all
rights, franchises, easements, privileges and
appurtenances thereto belonging, together
with the right to demand and receive all tolls,
rent, revenue income and profits of the de-
right, title and interest of the lessor in and to
any and all railroads operated by it under
lease or otherwise, and in and to any stock OF
other railroads owned by it, ali dividends
thereon and the right of voting on the same
and in and to any contracts with other rail-
roads, corporations or individuals, and all ad-
vantages and benefits to be derived therefrom;
hereby assigning and transferring unto the
lessee all its railroad, railroad property frau
chises and assets of every description, subject,
however, TO mortgage made June %, A. d.
1876, to William O. Rogers, William B. Bacon
and Willard p Phillips, trustees, and duly re-
corded, and subject to all other legal obliga-
tions and encumbrances.
To have and to hold ali and singular the de-
missed premises to the lessee, its successors and
assigns, for and during the term of fifty-ive
years from aud after the 1st day of April, A.
" 1853, yielding and paying rent as provided
In the article next following.
The combined annual gross earnings from
all sources whatsoever of the railroads and
properties of the lessor anc lessee shall be paid
over and applied by the lessee in each and
every year during the term of this lease, 10 the
amounts, at the times, and in the order Of pri-
ority following, to witt
First-The lessee shall pay the operating ex-
penses OF both the lessor and lessee. Such OPP
Grating expenses shall include, as part thereof,
the cost of ordinary repairs and renewals; all
expenditures arising out of any contract, obli-
cation, business, negligence or misfeance, or
however otherwise arising, in any way con-
nected with the use and operation of the rail-
roads and properties of the parties hereto. and
including damages to persons aud property, in
surance, all taxes of every description, federal,
state, or municipal, upon property, business,
franchises or capital stock; interest upon the
improvement bonds hereinafter mentioned,
and payments to the sinking fund for such
bonds; any other expenditures hereinafter de-
clared to be operating expenses; and the or
ganization expenses of the lessor, including
three thousand dollars ($3000) to be paid to the
trustees under its mortgage, for which. in ad-
dition to sufficient office accommodations to be
furnished by the lessee, there shall be paid to
the lessor at the end of each successive three
months during the term of this lease the sum
OF twenty-five hundred dollars (S2500)
Second-The lessee shall Jas the sums be-
come due, the rentals of all railroads leased to
either the lessor or the lessee, and the interest
on the permanent debt of both the lessor aud
| the lessee, a schedule whereof is hereto annex
| ed, and to that end shall pay to the lessor such
| TO meet punctualy the interest on its debt as
| the same natures.
Third-After making the payments specified
| in clauses first and second, and from the sur
| plus remaining, the lessee shall retain to its
| own use the sum of $630,000.
| Fourth-After making the payments and
| applications specified in clauses first, second
| and third, the surplus then remaining, up to
| the sum of $40 600 shall be equally divided,
| and one-half thereof be retained by the lessee
/ its and 0nP-half tlQra0f hA maid
| the lessor to its own use.
The lessee shall from time to time make
| such permanent improvements in and upon
| the demsed premises as the requirements of
| business may make necessary and proper. To
| meet the cost of sdch permanent improve
ments. and of the like improvements upon its
| own property, the lessee shall issue its bonds,
| to be called Improvement bonds" Such
| bonds shall run for the longest period allowed
| by law, and shall be secured by sinking
| fund, the annual payments to which shall not
| exceed Except with the written consent of the
| lessor) II per cent OF the face of the bonds,
| and which said payments, as well as the annual
interest on the said bonds, shall be deemed to
| be operating expenses, and be paid out of
| gross earnings as part thereof.
| Improvement bonds'' not paid at maturity
| oy the sinking fund provided therefor shall be
| paid from the proeeeds of other Improve
| ment bonds" TO be issued by the lessee, Of the
like character, and similarly secured by a
| sinking fund.
l Improvement bonds" outstanding at the
| expiration or earlier termination of this lease
shall be assumed and paid by the parties pro-
| portionately TO the improvements made on the
| property OF each respectively during the term
| of this lease.
Permanent Improvements shall, for the pur-
| poses of this lease, be as follows, to wit:
First-Any increase in track mileage.
Secondary increase in the number OF any
| class of rolling-stOck over the number in ex-
| stence and inventoried at the inception of
| this lease.
| Third-Buildings or other structures in the
| nature of improvements to real estate, which
| do not replace but are in addition to buildings
andsstructures in existence at the inception of
this lease; it being understood, however, that
| in the reconstruction of buildings and struc-
| lures Gncluding bridges) the excess in cost of
the new structures over the cost of restoring
the old structures to as good a condition as
| when new: shall be treated as an improvement
expense.
Fourth-The reconstruction of buildings and
| structures and the reorganization of yards and
terminal facilities for freight and passengers at
Boston and Portland.
Fifth--Such other matters and things in the
nature of new construction as shall be agreed
to be- such by the parties hereto or shall be de-
cided to be such by majority of the Board of
Railroad Commissioners of Massachusetts upon
the application of either party.
Car trusts and loan for the improvement of
the East Boston wharf property having been
already created by the lessor, the lessee shall
pay the annual charges arising therefrom as
operating expenses, and the principal, or any
l-instalments thereof, kfrom the proceeds Of
Improvement bounds.
w.
The lessee shall assume all traffic balances
due from the lessor to other railroads or trans
portation com panies; shall assume all contracts
of the lessor for equipment, supplies or ma
terial, and all other contracts of the lessor tits
contracts with the holders of its permanent in
debtedness as scheduled excepted) with indi-
viduas or corporations, express or implied
shall assume and defend all suits against the
lessor arising out of or in any way connects
with the current use and operation of the de-
missed premises, and shall make all payments
required on accoant thereof from gross earn
ings as part of operating expenses.
| The lessee shall pay upon the preferred stock