The Portland daily press. [volume] (Portland, Me.) 1862-1921, 1883-03-14


of its permanent indebtedness as shall not then
be paid by its sinking fund, or otherwise, said
lessee shall become party to such mortgage
40 far as to agree, and for the purpose of agree.
ing, that said new mortgage shall operateAand
take effect upon the property as lien and
claim superior and prior to any lien or claim
under this lease, provided that said new mort
gage indebtedness shall in no case be greater
than that secured BY the mortgage now exist
ing.
Leases and contracts of the lessor for the op-
Grafton OF other railroads, terminating during
the term of this lease, shall be renewed by the
lessor upon the most favorably terms practical
bic, and, being so renewed, shall be subject TO
all the provisions of this lease as effectually as
If now existing and herein included, and upon
the expiration or earlier termination OF this
lease, shall be reassigned to and inure to the
benefit OF the lessor.
The lessee shall have the right of voting on
all stock owned by the lessor in other railroads
or corporations, which stock shall not be sold
or otherwise disposed of, except with the as
sent of the lessee, and the dividends or which
shall be treated as part of the gross earnings
under this lease; provided, however, that moth
ing herein shall require the lessor to pay to the
lessee any dividend on its existing stock in the
Portsmouth, Great Falls and Conway Rail,
road, or in the Wolfboro Railroad
The existing traffic contract, dated Decem-
Der "a, 1876, between the lessee and the Maine
Central r ,ilroad Company, shall not be abro-
gated or changed except with the consent Of
the directors of the lessor, the directors of the
lessee, the directors of said Maine Central
Railroad Company and of three-fourths of the
stock of said Maine Central Railroad Com
pany, given at meeting of stockholders spec
tally called for the purpose.
Should it be found for the interest OF either
party TO construct, lease or purchase lines of
or interests in railroads not embraced in its
existing system, such construction, lease or
purchase may be authorized by the boards Of
directors of both the parties, subject to the ap-
proval of the stockholders of both corporations.
The lessee shall use and operate the railroads
and properties herein slemsed in accordance
with the charter of the lessor and the laws of
the Commonwealth of Massachusetts and of
the States of Maine and New Hampshire, SO far
far the same are respectively applicable; shall
furnish all cars. engines, rolling stock and
equiDment of every description required, in
addition to the like property hereby
demised, for the due operation
of the railroads operated under and
by virtue of this lease: shall observe and per-
form all the provisions of contracts of the les
sor with railroads leased or operated by it: shall
keep the demised premises reasonably insured
and shall apply the proceeds of any insurance
to restoring and renlacing the property de-
stroyed, or to makiDglpe. manentim provements,
not III the nature of ordinary repairs, upon the
demised premises; shall apply the proceeds of
rolling stock, equipment and other personal
property herein demised which it may deem
advisable to sell, and which it is hereby au-
thorized to sell at its discretion SO as to sub
stltute therefor like property of equal value
shall replace buildings or structures on the de-
missed nrami9aQ taEan 0OUp or nd
which the lessee is hereby authorized to take
down or remove at its discretion, with other
buildings, structures or permanent improve
ments upon the demised premises, of equal
value; shall furnish the directors of the lessor
with free annual passes over the railroads oper-
ated By the lessee under this lease; shall per-
nit the demised premises to be inspected an
nuallY by some competent person appointed by
the lessor, who shall report TO the lessor the
condition of said premises; shall for the nur
pose of such inspection be furnished with free
transpoi taton of the railroads operated BY the
lessee under this lease, and shall receive a
reasonable compensation for his services, to be
paid as part OF the operating expenses; shall at
at all times keep full and accurate books of
account, but not separate books of account, of
the business done by it over its own road and
over the roads operated py it BY virtue of this
lease, and of the profits and income derived
from its own property, and from the property
herein demised, which books shall bs AT ali
or TO any accountant appointed by them ;
shall make all returns required by
law, and shall furnish the lessor
with such abstracts of its accounts as shall en-
aole 1t to make all returns required of the
lessor; shall not assign this lease, nor underlet
the whole or any part of the demsed premises,
except such portions thereof as may not be
required for railroad uses, without the written
assent of the lessor first had and obtained ;
shall keep the demised premises in the same
condition of repair, renewal and improvement
as it keeps its own property of like character,
and shall cause all rolling stock substituted for
that herein demised or added thereto, to be
distinguished by appropriate names, numbers
or letters; and at the end of the term of this
lease, or at any earlier termination thereof
from any cause whatever, shall surrender the
demised real and personal estate Ito be ascer-
tained and determined according to the inven-
tory hereinafter provided for) in the like good
order and condition in which they are at the
inception of this lease or may be put during
the term, with all improvements thereon or
additions thereto.
To prevent uncertainty as to the property
herein demised and to be accounted for upon
the termination of this lease there shall be
made as of the day when this lease, takes
place full complete and particularsinven-
tory, description and appraisal of all the
estate and property, real and personal, belong
ing to the lessor, and coming into the possess
sion of the lessee by virtue of this lease. Such
inventory, description and appraisal shall be
made by two competent persons, one selected
by each party; iii case of their disagr greement
they shall refer the matter in difference to
some third person, whose decision shall be
final. Such inventory, description and ap-
praisal shall be made in duplicate, and an
original furnished to each party, and shall be
evidence of the nature, value and condition of
the property demised at the lnce Dtion of this
lease in all cases in which any question of
such nature, condition or value may arise.
The lessor shall maintain its existence and
organization as corporation, and to that end
shall comply with all the requisites and forms
of law. shall do all acts and things. ami exc
cute all legal instruments necessary and proper
to put and secure the lessee in the full epioy-
ment OF all the property, rights, franchises
and interests herein demised land to carry into
effect the true intent and meaning of this
lease; and shall permit the lessee TO use the
name of the lessor (and hereby grants the use
of such name irrevocably) in all legal proceed
ings and in all cases needful for obtaining
holding and enjoying the premises hereby de-
missed and for all purposes consistent with the
true scope and intent of this lease.
This lease is upon the condition that, if the
lessee shall at any time fail to make to the les.
sor, as part of the rent herein reserved the
payments herein stipulated to bs made to it to
enable it to pay the interest on its permanent
Indebtedness, then and In such case the lessor
may at once enter upon the demised premises,
and upon any part thereof as for the whole,
and expel the lessee, and determine the estate
hereby granted, and shall thereupon become
seized and possessed of the demised premises,
and of every part thereof in its original right
and as if this lease had never been made; and
! upon the further condition that if the lessee
shall fail to perform any otner of the covenants
F, and agreements in this lease contained, and
such failure shall continue for six months after
written notice of such failure from the direc-
tors of the lessor the lessor shall have the like
| right to enter and expel the lessee and revest
/ in itself its former estate in the demised prem.
ises, and every part thereof; provided, how
ever, that such entry by the lessor for breach OF
condition shall in no wise prejudice or impair
any remedies to which it might otherwise be
entitled for arrears of rent or preceding breach
! of covenant.
In case of any disagreement between the
! parties hereto as to the true intent and mean.
ing OF their lease or any part thereof, as to any
thing done under or by virtue of it, or growing
out of it, the matter in controversy shall be re.
ferred by written submission to the arbitration
OF the chairman of he railroad committee OF
Massachusetts, the president of the Boston &
Albany Railroad Company, and the president
aEt t1nh