hereto of the second part, its representatives, or agents may deem needful, at the cost and expense of the party hereto of the first part; and the right to demand and receive tolls, rent and every other legal and proper compensation for the use of said demised premises, or any part thereof; To have, hold and enjoy the said demised and granted premises, rights, privileges, powers and authority to the said Eastern Rail-road Company, (party hereto of the second part,) its successors and assigns, from and after the said eighteenth day of February, A. D. eighteen hundred and forty, for and during the full term of ninety-nine years thence next ensuing; yielding and paying therefor, as the rent thereof, from time to time, on the same days when the said party, hereto of the second part, shall pay dividends to its own stockholders, a sum of money which shall bear the same proportion to the whole cost and expenses incurred, prior to the time of paying said rent, in obtaining, making and constructing said Rail-road in New Hampshire, and its appurtenances, which the amount of such dividend of said party, hereto of the second part, to its stockholders, shall bear to the whole cost and expenses, incurred and paid by said stockholders, prior to the same time, in obtaining, making and constructing its Rail-road in the said. Commonwealth of Massachusetts, and the appurtenances thereof, and so that the said party, hereto of the first part, shall receive the same per centage on the whole amount of its expenditures, in obtaining and constructing its said Rail-road and the appurtenances thereof, in New Hampshire, as the party of the second part shall pay, in such dividend, on the whole amount of its expenditures paid by its stockholders, in obtaining and constructing its own Rail-road, and the appurtenances thereof in Massachusetts; and the amount of expenditures and expenses, to be ascertained from time to time, as aforesaid, shall include the whole expenditures and expenses incurred and paid by said stockholders, in obtaining, locating, building, and completing each of said Rail-roads and its branches, depots, and appartenances; and the rent, hereby reserved, shall be paid from the net income of the Rail-roads of the parties hereto, to be ascertained in the manner expressed in the fourth article hereof, and shall be paid to the treasurer of said party, hereto of the first part, who shall demand and receive the same at the place of residence of the treasurer of the said Eastern Rail-road Company. Second, The said party, hereto of the first part, hereby covenants with the said party, hereto of the second part, its successors and as signs, that the said party, hereto of the first part, will, without unnecessary delay, at its own cost and expense, and to the satisfaction of a majority of the Directors of the said Eastern Rail-road Company, construct and complete a Rail-road, the entire length of the route to Portsmouth, in said State of New Hampshire, as described in the act incorporating the party, hereto of the first part, and will purchase, build, construct and complete all such lateral tracks, turn-outs, switches, turn-tables, depots, buildings and fixtures, as the party, hereto of the second part, or a majority of its Directors, shall require, all which the said party, hereto of the second part, its representatives and assigns, shall have, hold and enjoy, as parts of the demised premises, during the term aforesaid. Third,—And the said Eastern Rail-road Company, party hereto of the second part, for itself and its representatives, doth hereby covenant and agree with the said party, hereto of the first part, its successors and assigns, that the said party, hereto of the second part, will, during the term aforesaid, pay unto the said party, hereto of the first part, its successors and assigns, the said rent, herein before reserved, at the times and in the manner aforesaid; and at the end of said term, shall and will peacefully yield up the said demised premises, unto the party, hereto of the first part, its successors or assigns, in as good condition as the same are now in, or may be put in, by said party, hereto of the first part, reasonable use and wear thereof, or damage or destruction thereof, by fire or other casualties excepted. Fourth, From and out of the gross amount of the tolls and income of the Rail-roads owned by the said parties hereto respectively, shall be deducted and paid, from time to time, all charges and expenses that may be incurred by said party, hereto of the second part, in rebuilding, maintaining and keeping in good condition, said Rail-road buildings and the bridges and other structures and property, that may be held or used in connexion therewith, and their appurtenances; also all taxes which shall be assessed on the same, or on any part thereof, during said term; also the rents of such real estate, as may be hired by sail party, of the second part, in conducting the business of said roads, and the tolls, charges and maintenance of any ferry or ferries; also the cost and expense of renewing, replacing and keeping in repair any and all moving power, engines and cars, that inay be used on the said Railroads respectively; also the cost and expense of purchasing and procuring fuel; also the salaries, wages and compensation of all superintendents, engineers, agents, clerks, assistants and servants who may be employed by the party, of the second part, upon said Rail-roads, or either of them, or any part thereof, or in any business connected therewith, or relating thereto, and all just claims for damages that may be sustained by any person or persons travelling in the cars, on either of said Rail-roads, and for the loss, destruction, or damage of any property that may be carried in said cars, and all and singular costs, expenses and damages which said party, hereto of the second part, may be liable for, as common carriers; and generally, all charges that may be incurred in the management of the business or concerns of the said Rail-roads, or any part thereof, and all incidental charges and expenses, and the interest that may accrue on any past or future loans made by said Commonwealth, or otherwise to said party, of the second part, and all sums required to be paid, as a sinking fund, for the redemption of any such loan or loans; and out of the balance remaining, (being the net income of said roads) the rent hereinbefore reserved, shall be paid to the party, hereto of the first part, in the proportion and manner provided in the first article hereof. And if, at any time, the said party, hereto of the second part, shall not deem it expedient to declare and pay to its stockholders its proportion of said net income as a dividend, it shall, nevertheless, pay to said party, of the first part, its ratable proportion, as aforesaid, of such net income semi-annually, in each and every year, when said party, of the second part, shall not declare and pay a dividend of said net income to its own stockholders. Provided, however, and it is hereby expressly agreed, that the said party, hereto of the second part, may reverse and retain in its own hands and possession, from and out of the net income or rent so belonging to said party, of the first part, such sum and sums of money, as a majority of the Directors of the party, of the second part, may vote to be expedient, but which reserved fund shall never exceed in the whole, at any one time, ten per centum of the amount of the capital stock of said Eastern Rail-road in New Hampshire actually paid in and the said reserved fund, and the interest or income, that may be obtained thereon by said party, hereto of the second part, shall be appropriated from time to time, as a majority of its Directors shall vote to be expe dient and for the advantage of said Eastern Rail-road in New Hampshire. And at the expiration of said term of ninety-nine years, or other sooner termination of these presents, the amount of such reserved fund, then remaining undisposed of, and belonging to said party, of the first part, shall be paid to it. : Fifth, The said party, hereto of the second part, shall have and ex ercise the whole and exclusive possession, control, management and direction of the Rail-road and premises hereby demised; and the irrevocable right and authority to use the name of the party, hereto of the first part, in all suits and proceedings in law and in equity, and in all cases in which it may be needful, for the purpose of recovering rents, tolls and income or compensation for any damage that may be done to any of the said demised premises, or for the purpose of obtaining, holding, or quietly enjoying the property and rights hereby granted and demised, or for any other purpose consistent with the true intent and meaning of this instrument. Sixth,-If any disagreement or difference of opinion shall arise between the parties hereto, on any subject touching the premises, or concerning any matter or thing herein contained, the same shall be settled and determined by the award or decision, in writing, of three arbitratrators, one of whom shall be appointed, in writing, by each of the parties hereto, and the third by the two persons so appointed by the said parties, and if either of the parties hereto shall not appoint an arbitrator and notify the other party in writing, of such appointment, within thirty days next after being requested in writing by the other party to make such appointment, the latter party may, in that case, in writing, appoint two of such arbitrators, who shall, in writing, appoint a third arbitrator, and the arbitrators appointed in either of said modes, shall notify each of the parties hereto, of the time and place when and where they may be heard by said arbitrators, on the subject of such disagreement or difference: and in default of the appearance of either party after due notice as aforesaid, the said arbitrators may proceed exparte, and any award or decision made by said arbitrators, or by any majority of them, shall be final and conclusive upon the parties, and may be given in evidence, or pleaded in bar, in any proceedings in law or in equity, concerning the subject so submitted. Seventh,―The said party, hereto of the first part, for itself, its successors and representatives, covenants and agrees with the said party, hereto of the second part, its successors and assigns, that the said party, hereto of the second part, its successors and assigns performing and observing the covenants and agreements herein contained, on its and their part to be kept and performed, shall and may peacefully hold and enjoy the said demised premises, during the term aforesaid, without hindrance or interruption by said party, hereto of the first part, or any person or persons claiming under it. In witness whereof, the said "Eastern Rail-road in New Hampshire," hath caused this instrument and one other of like tenor and date, to be sealed with its common seal, signed by Ichabod Goodwin, its President, and countersigned by Benjamin T. Reed, its Treasurer. And the said "Eastern Rail-road Company" hath caused the same instruments to be sealed with its common seal, to be signed by George Peabody, its President, and countersigned by Benjamin T. Reed, its Treasurer, the day and year first before written. Signed, ICHABOD GOODWIN, President of the Eastern Rail-road, in New Hampshire. Countersigned, B. T. REED, Treasurer. Signed, GEORGE PEABODY, President Eastern Rail-road Company. Countersigned, B. T. REED, Treasurer. Signed, sealed and delivered in presence of us, SAMUEL HALE, W. S. TUCKERMAN, W. B. FOSDICK,. W. H. Y. HACKETT. Whereas, an indenture of two parts, bearing date the 18th of February, 1840, proposed to be made and executed, by and between the Eastern Rail-road in New Hampshire, of the first part, and the Eastern Rail-road Company of the second part, for the purpose of granting and demising to the last named Corporation the Rail-road of the first named Corporation, and for the other purposes therein named, has been read and carefully examined, and considered at the meeting; now it is voted, unanimously, that Ichabod Goodwin, Esq., the President of this Corporation, be, and he is hereby authorized and instructed, in the name and behalf thereof, to sign, seal with its common seal, execute, deliver and acknowledge the said indenture as the free act and deed of the said Eastern Rail-road in New Hampshire, anc |