On this twentieth day of February, one thousand eight hundred and seventy-three before me personally appeared Thomas Dickson, to me well known, who being by me duly sworn, did depose and say that he resides in Scranton, Pennsylvania, that he is the President of the President, Managers and Company of the Delaware and Hudson Canal Company, that the seal affixed to the foregoing instrument in writing and purporting to be the corporate seal of said Company, is known to him to be such corporate seal and was so affixed by authority of the Board of Directors of said Company, and by like authority as President as aforesaid he signed the corporate name of said Company to said instrument and acknowledged the execution of the same.

[SEAL]

JOHN A. PATTISON,

Notary Public,
Kings Co.

Recorded Oneida County Clerk's Office, Book 339 of Conveyances, page 316.

NEW YORK, LAWS OF 1880, CHAP. 249.

AN ACT TO AUTHORIZE THE SALE OF THE STOCK HELD BY THE CITY OF ROME IN THE ROME AND CLINTON RAILROAD COMPANY, AND TO AUTHORIZE THE APPLICATION OF THE PROCEEDS TO THE PAYMENT OF THE BONDS OF SAID CITY ISSUED IN PAYMENT FOR SAID STOCK.

Passed May 11th, 1880; three-fifths being present.

The People of the State of New York, represented in Senate and Assembly, do enact as follows:

SECTION 1. The railroad commissioners of the city of Rome, appointed and holding office under the provisions of chapter five hundred and ninety-two of the laws of eighteen hundred and sixtynine, are hereby authorized and empowered to sell at public or private sale, but at not less than par, and transfer so much of the capital stock of the Rome and Clinton Railroad Company now owned by said city as will be sufficient for the payment of all the bonds of said city still outstanding which were issued to pay for said stock, and to apply the proceeds in payment of said outstanding bonds, and to no other purpose.

SEC. 2. When the said city bonds shall be paid in full, the said railroad commissioners shall render a full and final account of all their transactions as such commissioners, duly verified by them, and the said account shall be examined and audited by the county judge of Oneida county. The said commissioners shall thereupon file said account so audited in the office of the chamberlain of the city of Rome, and shall at the same time deliver to him scrip for the unsold stock of the Rome and Clinton Railroad Company belonging to said city, and pay over to said chamberlain any balance of money in their hands, and take the receipt of the chamberlain for the same.

SEC. 3. The said receipt of the chamberlain, together with the paid bonds of said city of Rome issued for stock in said Rome and Clinton Railroad Company canceled, shall thereupon be filed by said commissioners in the office of the clerk of the county of Oneida, and thereupon said commissioners shall be discharged from their duties as commissioners, and their bonds shall be canceled and delivered up to them, and the office of said commissioners shall be abolished.

SEC. 4. This act shall take effect immediately.

LEASE OF THE ROME AND CLINTON R. R. CO. TO THE DELAWARE AND HUDSON CANAL CO., JAN. 1, 1891.

AN INDENTURE, made this first day of January, in the year one thousand eight hundred and ninety-one, by and between THE ROME AND CLINTON RAILROAD COMPANY, party of the first part, and THE PRESIDENT, MANAGERS AND COMPANY OF THE DELAWARE AND HUDSON CANAL COMPANY, party of the second part, both of said parties being corporations duly created and organized under the laws of the state of New York.

The Rome and Clinton Railroad Company, the said party of the first part, for and in consideration of the sum of one dollar to it in hand paid by the party of the second part, the receipt whereof is hereby acknowledged, and for and in consideration of the covenants and agreements on the part of the party of the second part hereinafter set forth, has granted, demised and leased, and by these presents does grant, demise and lease unto The President, Managers and Company of the Delaware and Hudson Canal Company, 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, 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, right, privilege 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 rights 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, and 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 hereinafter provided, from the first day of January, one thousand eight hundred and ninety-one, payable in the way and manner and at the times hereinafter particularly stated.

This lease is subject to the terms, conditions and covenants hereinafter set forth.

First. The party of the first part hereby covenants and agrees to and with the party of the second part, its successors and assigns, that it has full power and lawful authority to execute these presents, and that the party of the second part, its successors and assigns, paying the yearly rent hereby 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. The party of the

first part further covenants and agrees that the party of the second part shall, at all times during the continuance of this lease, have the exclusive right to manage and control the said railroad and premises and property, and to regulate and determine the rates of passage money, tolls, freights and charges for all the transportation over 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, freights and charges, and to appropriate the same to its own use, and shall have, use, exercise and enjoy all the nights, powers and authority aforesaid, as fully, amply and entirely as the party of the first part has or shall acquire authority by law to grant the same, subject, nevertheless, at all times, to the restrictions and regulations imposed by law.

The party of the first part further covenants and agrees that it shall and will, from time to time during the continuance of this lease, make, execute and deliver to the party of the second part, its successors and assigns, all and every such further and other leases, deeds, transfers, instruments in writing and assurances, as by said. party of the second part, its successors and assigns, shall be reasonably devised or required for fully effectuating the objects, intents and purposes of this lease, and of leasing the railroad and other property herein before mentioned and hereby leased or intended so to be, and for more fully confirming and securing unto the party of the second part all the rights and privileges hereinbefore mentioned and granted and secured or intended so to be. The party of the first part further covenants and agrees that, in cases where it is not now the owner of the fee, it will, with all reasonable diligence, secure a perfect title to all station grounds and yards and a perfect right of way for the whole line of said road, which right of way shall secure the right of occupation and use thereof for railroad purposes during the existence of the charter of the party of the first part; and in case the title of any part of the real estate or right of way now or hereafter to be acquired shall fail, from any cause except the neglect or default of the party of the second part, and the party of the second part shall be compelled to pay any sum by reason thereof to perfect and secure the title or occupation, the amount so paid may be deducted from the rent hereby payable.

The party of the first part further covenants and agrees that it will, at its own expense and without unnecessary delay, put on record in the proper offices all evidences of title and all papers and releases in any manner affecting the title of any of its real estate or rights of way which pass or are intended to pass under and by virtue of this conveyance, so far as the same are not now on record.

The party of the first part further covenants and agrees to pay and discharge all legal claims for damages and injury to adjoining lands, public highways, turnpikes or plank road corporations, occasioned by the construction of said road.

Second. The party of the first part hereby covenants and agrees that it will, during the term hereby granted, keep and continue its legal organization, and also that it will, at all times when thereunto reasonably required by the party of the second part, do and perform, at the expense of the party of the second part, all such reasonable acts, matters and things as may be proper for the due protection, preservation and enjoyment of the property hereby