Basis of Lease to N. Y. & O. M. and of such proportions and cost as may be indicated or desired by the said New York and Oswego Midland Railroad Company and the said New York and Oswego Midland Railroad Company shall pay, in addition to the annual rental, herein provided for, semi-annual interest at the rate of seven (7) per cent. per year upon the actual cost of such passenger depot. Should the said Rome and Clinton Railroad Company neglect or refuse to build and construct said depot when required by said New York and Oswego Midland Railroad Company, then and in that case the said New York and Oswego Midland Railroad Company may construct said depot, deducting the cost thereof from rents accrued or accruing. And it is further understood and agreed, that in case the right of way across the New York Central Railroad cannot be acquired without an unreasonable price at the point laid down on said map, then and in such case said Rome and Clinton Railroad Company may adopt some other line for crossing said railroad, or by going over or under the same, provided suitable and proper connections are made with the said Rome, Watertown and Ogdensburgh Railroad, but the distance, in case of the adoption or any other line, not to be materially increased. IN WITNESS WHEREOF, the said ROME AND CLINTON RAILROAD COMPANY, the NEW YORK AND OSWEGO MIDLAND RAILROAD COMPANY, and THE DELAWARE AND HUDSON CANAL COMPANY have hereunto set their coporate names by their respective Presidents, this 28th day of April, 1871. [SEAL.] Attest, THE NEW YORK & OSWEGO MIDLAND R. R. Co., President, AGREEMENT, ROME AND CLINTON R. R. CO., N. Y. AND OSWEGO MIDLAND R. R. CO. AND DEL. AND HUD. C. CO., JAN. 31, 1872. SUPPLEMENTARY TO "BASIS OF AGREEMENT OF LEASE," AND FIXING TIME FOR POSSESSION BY N. Y. AND O. M. ARTICLES OF AGREEMENT MADE BY AND BETWEEN THE ROME AND CLINTON RAILROAD COMPANY, THE NEW YORK AND OSWEGO MIDLAND RAILROAD COMPANY, AND THE DELAWARE AND HUDSON CANAL COMPANY, and supplementary to the agreement heretofore made between said parties, bearing date April 28th, 1871. WHEREAS, the roadway of the said Rome and Clinton Railroad Company, which is the principal subject matter of said agreement, is so far completed that it can be operated to advantage, and said company claims that it is substantially ready to be passed over to the lessees, under said agreement, but the lessees claim that the same cannot be satisfactorily inspected, as provided for therein, at this season of the year, and that they are not bound to take possession until after such inspection has taken place. Now, THEREFORE, the said parties, in consideration of the mutual covenants herein contained, hereby agree as follows: The said Rome and Clinton Railroad Company hereby passes over to the said New York and Oswego Midland Railroad Company, said roadway and other property provided for in said agreement, and the New York and Oswego Midland Railroad Company receive and take charge of, and operate the same, from the 15th day of January, 1872, as under said original agreement, and the lease to be made and executed by and between said parties in pursuance thereof, but with the following conditions, to wit: FIRST. At the opening of the spring said road shall be inspected by C. W. Wentz, Esq., or such other engineer as may be appointed, and he shall examine the whole matter, including the roadway and property furnished, having reference in so doing, to the requirements of said agreement. If he shall report that said road was substantially completed according to the terms of said agreement and such modifications as have been made therein, on the 15th day of January, 1872, then the said original agreement shall take full Supplementary Ag't with N. Y. & O. M. and complete effect as of that date, and the full rental shall begin to accrue. SECOND. If he shall report any substantial deficiency in the completion of said road, he shall state the same, in detail, and the amount it will cost to complete the same, and the said Rome and Clinton Railroad Company, shall either do such work, or shall pay the amount so stated, as may be agreed upon between said parties. THIRD. In case he report any deficiency, he shall also state what deduction (if any) should be made from the rental which shall have accrued at the time of the inspection, for damages occasioned by such deficiency, or on account of the said New York and Oswego Midland Railroad Company consenting to take possession and operate said road, before they were bound to do so by the terms of said original agreement. And the Delaware and Hudson Canal Company hereby approve of, and agree to be bound by the foregoing agreement. IN WITNESS WHEREOF, the said parties have hereunto caused their respective corporate names to be subscribed, and their respective corporate seals to be attached, this 31st day of January, in the year 1872. THE ROME AND CLINTON RAILROAD COMPANY, THE PRESIDENT, MANAGERS AND COMPANY OF THE DELAWARE AND HUDSON CANAL COMPANY, by GEO. TALBOT OLYPHANT, [SEAL.] Attest. CHARLES P. HARTT, Treasurer. President, pro. tem. LEASE OF THE ROME AND CLINTON R. R. CO. TO THE N. Y. AND OSWEGO MIDLAND R. R. CO., GUARANTEED BY THE DEL. AND HUD. C. CO., DEC. 14, 1872. THIS INDENTURE, made and entered into this fifteenth day of January, in the year one thousand eight hundred and seventy-two, by and between The Rome and Clinton Railroad Company, the party of the first part; The New York and Oswego Midland Railroad Company, the party of the second part, and The President, Managers and Company of the Delaware and Hudson Canal Company, the party of the third part-Witnesseth : First. That the party of the first part, for itself and its successors and assigns, and for and in consideration of the rents, covenants and agreements hereinafter mentioned, reserved and contained on the part and behalf of the parties of the second and third parts and their successors and assigns respectively, to be held, kept and performed, has granted, demised and leased, and by these presents does grant, demise and lease unto the said party of the second part, its successors and assigns, the entire Railroad of the party of the first part, lying, being and extending from its northern terminus, on the northerly side of the tracks of the New York Central and Hudson River Railroad, in the city of Rome, Oneida County, State of New York, in a southerly direction through the town of Westmoreland, into the town of Kirkland, at an intersection with the Utica, Clinton and Binghamton Railroad, in or near the village of Clinton, all in the county of Oneida, and State of New York, being in length thirteen miles or thereabouts. Also, all the lands, appurtenances, buildings, fixtures and machinery, appurtenant and belonging to, or connected with, and forming a part of, said Railroad, or in any manner used or employed by the said party of the first part in operating the said railroad. Also, all rails, ties, fencing and erections of every kind, belonging to, or upon, or connected with, said Railroad; also, all the cars, locomotives, engines, tools, machinery, equipment and appliances belonging to, or connected with, said Railroad, and the use thereof. Also, all and every right-of-way, license, easement, rights, privileges and immunity of the party of the first part, conferred by, and possessed and enjoyed under and by virtue of, its Charter, and of any and every act passed, and to be passed, amendatory thereof and otherwise, howsoever obtained, with full right and authority to have, hold and use such rights-of-way, easements, rights, privileges and immunities, as fully as the party of the first part might, or could do, if these presents had not been executed. To have and to hold all and singular the above demised railroad premises, property, estate and effects, including the right-of-way, easements, licenses, privileges and immunities aforesaid, unto the party of the second part, its successors and assigns, from the day of the date hereof for and during the full end and term of the Charter of the party of the first part, or of any and every renewal and continuance thereof, yielding and paying therefor unto the party of the first part, its successors or assigns, rent at the rate of twenty-five thousand dollars per annum from the date of these presents, payable in the way and manner and at the times hereinafter particularly stated. Second. And the said party of the first part, for itself and its successors and assigns, hereby covenants and agrees to and with the said party of the second part, its successors and assigns, that it has full power and lawful authority to execute these presents, and that the said party of the second part, its successors and assigns, paying the said yearly rent above reserved and performing the covenants and agreements herein contained on its part, shall and may, at all times during the continuance of this lease, peaceably and quietly have, hold, possess and enjoy the railroad property, rights and effects hereby demised, and every part thereof, without any manner of let, suit, trouble or hindrance of or from the party of the first part, its successors or assigns, or any other person or persons whomsoever lawfully claiming or to claim the same. And the said party of the first part further covenants and agrees, in manner aforesaid, that the party of the second part, its successors and assigns, shall, at all times during the continuance of this lease, have the exclusive right to manage and control the said railroad premises and property, and to regulate and determine the rates of passage-money, tolls, freights and charges for all the transportation on the whole or any part of said railroad and premises, and shall also have full, free and exclusive right to charge and collect all the passage-money, rents, tolls and freights, and charges, and to appropriate the same to its own use, and shall have, use, receive and enjoy all the rights, powers and authority aforesaid, and all other corporate powers and privileges which can or may be lawfully exercised and enjoyed by the party of the first part if this instrument had not been made, and as exclusively, fully, amply and |