And whereas, by an agreement of the International Railway Company with the Government of Canada, of date the 14th day of December, 1885, the said Government undertook and agreed to pay a subsidy of two hundred and fifty thousand dollars a year, for twenty years, in aid of the construction of a line of railway from the south bank of the River St. Lawrence to the Atlantic sea-board, of which the consolidated line of the lessors forms part, and the portion of the said subsidy, applicable to parts of the said consolidated line, has been fixed by the said Government at the sum of $186,600, equal to the sum of thirty-eight thousand, four hundred and eighty-six pounds, six shillings sterling; And whereas, by an agreement between the Government, the lessors, the lessees, and Messrs. Baring Brothers & Company, of London, England, bearing date the sixth day of December, 1886, it is in effect agreed, that the said portion of the said subsidy shall be paid into the hands of the said firm of Baring Brothers & Company, for the benefit of the holders of the bonds of the lessors, and that the rental payable by the lessees, shall be paid during a period of twenty years, into the hands of Messrs. Baring Brothers & Company, for the same purpose, that is to say: to form, with the said subsidy, an annual sum sufficient to pay the interest, during twenty years, on the mortgage bonds of the lessors; And whereas it has been agreed between the lessors and lessees that the lessors shall lease their said consolidated railway to the lessees, and the terms and conditions of such lease were duly determined, and the execution thereof authorized, at a special general meeting of the shareholders of the lessors duly called and held at Montreal, in the Province of Quebec, on the twenty-first day of September, 1886, which terms and conditions of the said proposed lease, as embodied in a draft indenture of lease laid before the said meeting, and approved thereby, have been agreed to by the lessees; and an indenture of lease in conformity with the said draft was then and there, by the said shareholders, at the said meeting, ordered to be executed by the executive officers of the lessors, and these presents have been made in conformity with the said draft indenture; Now therefore this indenture witnesseth: 1. The lessors hereby demise and lease to the lessees in perpetuity, the railway of the lessors, as now existing and held by the lessors, constituting the first two sections of their entire intended line of railway, the said sections extending from the said western terminus thereof to a point of junction with the Maine Central Railway at or near Mattawamkeag in the State of Maine, one of the United States of America; to have and to hold the said railway to the lessees for ever, together with all the stations, station grounds, freight-houses, shops, engine-houses, water-tanks, sidings, turn-tables, and all other buildings, fixtures and structures whatsoever, whatsoever, belonging to the said lessors, and constructed, created, acquired, or used for the purposes of the said Railway; and also together with the rolling stock, plant and other appurtenances, movable and immovable, appertaining thereto. 2. The present lease is thus made for the considerations following, that is to say: Firstly, for and in consideration of a rental or annual sum of twenty-eight thousand and thirteen pounds, fourteen shillings sterling, which the lessees hereby covenant, bind and oblige themselves to pay to the said firm of Baring Brothers & Company, for the purpose aforesaid, in equal semi-annual instalments, for twenty years from the date of the delivery to the lessees, of the said railway, complete and in running order. And, secondly, for and in consideration of the rental or annual sum of sixty-six thousand, five hundred pounds sterling money aforesaid, which the lessees hereby covenant, bind and oblige themselves to pay, in perpetuity, from and after the expiry of the said period of twenty years, direct to the holders of the bonds issued by the lessors, in proportion to the amount of such bonds which such holders may possess, at the place, and upon the days, on which the coupons which are attached to the said bonds respectively fall due. And if in consequence of a change in the value of exchange on Great Britain, the proceeds in sterling of the said sum of $186,600, payable by the Government, should not amount to £38,486 6s. Od. sterling, the lessees hereby further bind and oblige themselves to pay to the said firm of Baring Brothers & Company as part of the said rental, such further sum of money as shall be required to make good the said last mentioned amount in sterling. 3. The lessors covenant and agree to and with the lessees, to proceed forthwith with the completion of their railway from the south bank of the River St. Lawrence to the town of Lennoxville, to a point of junction with the Railway acquired by the lessors from the International Railway Company; and do hereby also covenant and agree to and with them, to cause to be proceeded with and completed, the incomplete portion of the railway of the International Railway Company of Maine. And they do hereby further covenant and agree with the lessees that the said several portions of the said consolidated railway shall be constructed and completed in an efficient and workmanlike manner, of a standard of quality, and of work and materials, in all respects equal to the average of the railway of the lessees. And the lessees shall have the right of supervising the work of construction thereof, and shall have the right to appoint a manager of construction, whose duty it shall be to examine and supervise such construction, and shall have the right to cause the said several portions of railway to be built of the standard of quality herein agreed to; to; and in case of any obstruction or interference with such rights, and upon the report of such superintendent to that effect, the lessees shall have the right to take such proceedings as may be advised by counsel learned in the law, to enforce the fulfilment of the conditions of these presents, in respect of the standard of the said work and materials, and to cause the standard thereof to be raised to the standard hereby fixed. 4. Inasmuch as to avoid expense and circuity, the lessees have agreed to pay the said first mentioned amount of rental, for the said period of twenty years to Messrs. Baring Brothers & Company, and after the said period, the said amount of rental secondly mentioned, direct to the bondholders of the lessors: These presents therefore further witness, that the lessees, upon the request of the lessors will make and execute an undertaking or certificate, to be indorsed upon or appended to the said bonds, declaring the obligation of the lessees to pay the said rental as aforesaid, for the first twenty years to the said firm of Baring Bros. & Company, and afterwards, direct to the holders of such bonds, as interest thereon; and consenting and agreeing, as they do hereby consent and agree, that they shall be held liable directly to the holders of such bonds, respectively, for the payment of such rental, after the said period of twenty years, at the place and times respectively at which the coupons attached to the said bonds shall fall due. 5. During the continuance of the present lease, the lessees shall have the right to exercise and enjoy all the franchises and powers of the lessors, in respect of the running of the railway, and shall also be entitled to exercise and enjoy the franchises and powers of the lessors, in respect of the acquisition of increased areas of land for station grounds, right of way, protection against snow, sidings and other purposes; and they are hereby authorized by the lessors to take all legal and other proceedings that may be necessary in the exercise of the said franchises and powers, and for that purpose, in their own option, to use their own corporate name, or the corporate name of the lessors, and the names of the officers thereof,-which officers are hereby authorized and required, upon the demand of the lessees, to append their signatures, and to affix the seal of the said lessors, to any document or instrument that may be necessary or useful in the exercise or use of the said franchises or powers. 6. The lessees covenant to and with the lessors, that they, the lessees, will efficiently work, maintain, and keep in good order and repair, the said railway and the rolling stock and appurtenances thereof, and all the property hereby demised, and if the present lease should terminate, will thereupon yield up to the lessors the said railway and the the same or other rolling stock and appurtenances of equal value, in like good order and condition. 7. The lessors covenant to and with the lessees, that they, the lessees, shall have peaceable and undisturbed possession of the Railway, and other the premises hereby demised and leased; that no time contracts, for traffic or employment, and no contract with any telegraph or express company exist, which are binding upon the lessors, or which would become binding upon the lessees, upon the execution of the present agreement; that no burthen, charge or incumbrance, whatever, attaches upon the railway hereby leased, or any part thereof; and that upon notice of any claim against the said railway, other than the said bonds, or of any trouble or disturbance to the possession or use thereof by the lessees, alleged to rest upon adverse title, they will, at their own cost and charges, defend the lessees against such claim, trouble or disturbance, as the case may be, and indemnify them and hold them harmless against such claim, trouble or disturbance, and against all loss and damage they may sustain by reason thereof, in default whereof these presents may cease and become void, at the option of the lessees. But this provision shall not be held to deprive the lessees of their ordinary legal remedies as well against the lessors, as against all other persons whomsoever, for the defence and vindication of their rights. 8. The lessors agree, that at the request of the lessees, they will affix the name and seal of the lessors to instruments required by the lessees for purposes connected with the said railway, and will do all acts, matters and things, as and when necessary, for the convenient, efficient, and effectual working of the railway, and for carrying out and giving effect to the lease hereby made. And they further agree that the lessees shall have the right to make and enforce such lawful rules, regulations and by-laws, touching or concerning the running and operation of the said railway, as shall be required for the efficient and advantageous administration, management and operation thereof, and for the preservation of order thereon, and as the lessors are authorized to make, under and by virtue of their charter, and of the general Railway Acts applicable to the said railway; and shall also have the right, by by-law or otherwise, according to the charter of the lessors, to fix and regulate, and, from time to time, amend and alter, the tariff of rates and tolls to be exacted for the carriage of freight and passengers over the said leased line; and in the event of the lessees deeming it expedient that such by-laws, rules and regulations, or such tariff or both, should be made by the lessors, they, the lessors, hereby covenant and agree to make and pass such by-laws, rules and regulations, or tariff, or both, as shall reasonably be required of them by the lessees; but such by-laws, rules and regulations, and such such tariff, by whomsoever made and passed, shall be subject to the provisions of any general Railway Act applicable to the said railway. And the lessors further agree, that the lessees may use the lessors' name in any suit or proceeding in which it may be necessary to use the same, in connection with the said railway; but all costs, damages and expenses, which may arise from the use of the name of the lessors shall be borne and paid by the lessees. 9. In the event of non-payment of the rental hereby reserved, for the space of ninety days after any instalment thereof shall fall due, according to the terms hereof, or in the event of substantial failure to maintain, work, repair or operate the said railway, for the space of ninety days continuously after written demand, the present lease shall, at the option of the lessors, become void; and the lessees shall, in that event, yield up possession of the said railway, and other the premises hereby leased, in good order and condition, as the same shall be delivered to them under the present lease. But these conditions shall not be held to deprive the lessors of their ordinary remedies for the recovery of said rental. In witness whereof, this indenture is executed by the parties hereto, acting by the executive officers herein before described, at 3ontreal, in Canada, the sixth day of December, 1886. THE ATLANTIC AND NORTH WEST RY. Co. President. C. DRINKWATER, Secr tary. THE CANADIAN PACIFIC RY. Co. W. C. VAN HORNE, Vice-President. C. DRINKWATER, Secretary. OTTAWA Printed by BROWN CHAMBERLIN, Law Printer to the Queen's Most Excellent Majesty. CHAP.. |