Ag't N. Y. & O. M. and D. & H. understood and agreed that the said lease, assignment or transfer shall be drawn as the counsel of the Delaware and Hudson Canal Company shall advise, for the purpose of giving the Delaware and Hudson Canal Company full and immediate possession of the leased property, in case of default in the payment of the semi-annual rent as aforesaid by the New York and Oswego Midland Railroad Company. THIRD. That they will enter into an agreement with the Delaware and Hudson Canal Company, which agreement shall be executed on or before the date of the lease, and shall stipulate that they, the New York and Oswego Midland Railroad Company, in case of default in the payment of the rent as aforesaid, and the taking possession of the leased premises by the Delaware and Hudson Canal Company, will covenant and agree to and with the Delaware and Hudson Canal Company, to grant to the Delaware and Hudson Canal Company the use of that part of the main line lying between the terminus of the Utica, Clinton and Binghamton Railroad, at or near Smith's Valley, and Sidney, on the Albany and Susquehanna Railroad, of the said Delaware and Hudson Canal Company, for all trains of passengers and freight of their own, which the said Delaware and Hudson Canal Company may desire to run with their own locomotive power between Sidney and points on the line of the said Rome and Clinton Railroad, or between Rome and points on the Albany and Susquehanna Railroad, or other railroads owned or leased or operated by the said Delaware and Hudson Canal Company. The Delaware and Hudson Canal Company paying to the said New York and Oswego Midland Railroad Company, in compensation therefor, one cent per mile for each and every passenger, and one cent per ton per mile for each and every ton of freight carried or transported on said New York and Oswego Midland Railroad, to be computed on the distance the same is actually carried or transported over said New York and Oswego Midland Railroad, but all such trains, while upon the premises of the said New York and Oswego Midland Railroad Company shall be run under and in accordance with the rules and regulations of the time-tables of the said New York and Oswego Midland Railroad Company, and each and all the employees of the said Delaware and Hudson Canal Company shall, in the use by them of the said railway depots, and all other property of the New York and Oswego Mid Ag't N. Y. & O. M. and D. & H. land Railroad Company, be subject to the direction and control of the proper officers of the said New York and Oswego Midland Railroad Company. IN WITNESS WHEREOF, the parties hereto have hereunto set their corporate seals, attested by the signatures of their proper officers this 28th day of April, A. D. 1871. [SEAL.] Attest, NEW YORK & OSWEGO MIDLAND R. R. Co. President, BASIS OF AGREEMENT OF LEASE BETWEEN THE THE ROME AND CLINTON RAILROAD COMPANY agrees to complete its road now in process of construction from a point on the Utica, Clinton and Binghamton Railroad in or near the village of Clinton, to the city of Rome, being about thirteen (13) miles of road, and to connect the same with the Rome, Watertown and Ogdensburg Railroad, the same to be constructed and completed on the line laid out on the map of said road, made by G. W. Chase, Esq., Engineer, now on file in Oneida County Clerk's Office. Said line of Railroad to be laid with a good brand of iron rails of the weight of sixty (60) pounds to the lineal yard, with fish plate joints. To furnish lands and erect depots thereon for passengers and freight at the following points, viz.: At Clark's Mills, at Hampton and at Bartlett, of the following dimensions: The one at Clark's and the one at Hampton to be twenty-six (26) feet wide and sixty (60) feet long; the one at Bartlett to be twenty (20) feet wide and fifty-two (52) feet long, and to be completed in the same style substantially as the depot on the Utica, Clinton and Binghamton Railroad at Oriskany Falls. To furnish lands for depot and coal purposes at Rome, as follows: At least one thousand (1,000) feet of front on the southerly side or berme bank of the Erie Canal, near the Merchants' Iron Mill, together with the lands purchased by said company contiguous thereto, as laid down on said map. To erect thereon one good and substantial freight house, to be not less than thirty (30) by seventy-five (75) feet in size, with sidetracks ruuning thereto; also to erect one good and substantial engine-house at some convenient point on said lauds, capable of holding six (6) locomotive engines and appurtenances, with turn-table, tracks and approaches thereto, said freight depot and enginehouse to be built of brick, with slate roofs; also a water house at Rome, and such number of water stations upon the line of said road as may be deemed necessary by C. W. Wentz, Chief Engineer of the said Delaware and Hudson Canal Company. To make connections with the Rome, Watertown and Ogdens Basis of Lease to N. Y. & O. M. burg Railroad for the proper transaction of a general railroad business, and to put in two (2) side tracks for said road, and the connections therewith, said sidings to be not less than seven hundred (700) feet each in length. All the side tracks on said road shall be laid with iron of the same weight and quality as that laid on the main line, and are to be as follows, viz.: Six hundred (600) feet at Clark's Mills, one thousand (1000) feet at Hampton and four hundred (400) feet at Bartlett, and the side tracks at Rome to be as is above stated, and such other as may be deemed necessary by said Wentz, Engineer. The said railroad and appurtenances to be inspected and approved when completed by C. W. Wentz, Esq., Engineer of the said Delaware and Hudson Canal Company, or by such engineer as said company may have in its employ for the time being. That upon the completion of said road and appurtenances the said Rome and Clinton Railroad Company agree to lease by a good and sufficient indenture of lease, to continue during the life of said. company and any extension thereof, all of their railroad from Clinton to Rome, as herein agreed to be constructed, together with its appurtenances, franchises, right of way, and property of every kind and description real, personal and mixed, to the New York and Oswego Midland Railroad Company, their successors and assigns. And the said lease to contain a clause binding the Rome and Clinton Railroad Company to issue to the said New York and Oswego Midland Railroad Company stock or bonds, as the said New York and Oswego Midland Railroad Company may elect, to an amount sufficient from time to time to cover expenditures made by the said New York and Oswego Midland Railroad Company upon the said railroad for permanent improvements of the same, not to exceed, however, in the aggregate one hundred and fifty thousand dollars ($150,000), said stock and bonds to bear interest at the rate of seven (7) per cent., to be paid by the New York and Oswego Midland Railroad Company in addition to the annual rent hereafter provided. It being understood that any issue of said stock or bonds for the purposes aforesaid shall be made subject to the lease which shall be made in pursuance of this agreement, and which lease shall be a first lien upon the entire property. THE NEW YORK AND OSWEGO MIDLAND RAILROAD COMPANY, its successors and assigns, agree to lease the Railroad and appurtenances of said Rome and Clinton Railroad Company, upon the terms and conditions herein named, paying therefor an annual rent of twenty-five thousand dollars ($25,000) payable semi-annually, at their office in the city of New York, and will also at their own cost, risk and expense, maintain, preserve and keep the said railroad and appurtenances in good working condition and repair so as to be suitable for the transaction of all the business that can reasonably be done on said Railroad, and will also pay and discharge all taxes and assessments of every description except taxes upon dividends or rental, assessed, imposed or levied upon said railroad, to the same extent as the Rome and Clinton Railroad Company would be liable to pay were these presents not made. THE DELAWARE AND HUDSON CANAL COMPANY, in consideration of the covenants and agreements of the New York and Oswego Midland Railroad Company, contained in an agreement made between the said companies last above named, bearing date April 28th, 1871, and to which reference is hereby made, agree to guarantee to the Rome and Clinton Railroad Company the payment of the said semi-annual rent, as the same falls due and becomes payable. The lease to date and rental to be paid from the completion and acceptance by the said engineer as aforesaid of said railroad and appurtenances by the Rome and Clinton Railroad Company, and the taking possession of the same by the New York and Oswego Midland Railroad Company, which shall be done as soon as practicable after completion. But the said New York and Oswego Midland Railroad Company shall not be bound to take possession of and pay rental to the said Rome and Clinton Railroad Company until the completion aud acceptance of the Utica, Clinton and Binghamton Railroad by the said New York and Oswego Midland Railroad Company. THE ROME AND CLINTON RAILROAD COMPANY agree to finish and complete their road in all respects as agreed in this contract, and deliver the same to the New York and Oswego Midland Railroad Company, under the lease hereinbefore provided for, on or before the first day of September, 1871, but the New York and Oswego Midland Railroad Company shall not be bound to take possession of and pay rental to the Rome and Clinton Railroad Company, except as provided in the foregoing paragraph. It is understood and agreed, that if at any time hereafter the New York Central Railroad Company refuse the use of their passenger depot at Rome to the New York and Oswego Midland Railroad. Company for the purposes of this lease, then and in that case the said Rome and Clinton Railroad Company shall construct a suitable passenger depot upon lands to be provided by them at such point |