This indenture of contract and lease, made this twenty-third day of June, A. D. 1881, by and between the Cedar Rapids, Iowa Falls & Northwestern Railway Company, a corporation of the State of Iowa, party of the first part, and the Burlington, Cedar Rapids & Northern Railway Company, of Iowa, owning and operating the Burlington, Cedar Rapids & Northern Railway in Iowa, party of the second part: Whereas, the said first party is authorized by the laws of the State of Iowa to locate, construct, maintain and operate a railway commencing at the town of Holland. Gundy county, Iowa, thence in a northwesterly direction via Iowa Falls, to some point in the State of Minnesota, to be determined by its board of directors: Now, therefore, this indenture witnesseth, that the first party, in consideration of the covenants and agreements herein contained, to be kept and performed by said second party, it, the said first party, hath granted, demised and leased, and by these presents doth grant, demise and lease unto the said party of the second part, its successors and assigns, all the following described property of said Cedar Rapids, Iowa Falls & Northwestern Railway Company, that is to say: All its railroad extending from said town of Holland to the town of Worthington, in the State of Minnesota, constructed and to be constructed, together with all branches and further extension of railway, hereafter to be made, and especially including that portion thereof constructed and now in process of construction between Holland and Worthington aforesaid, made and to be made, including right of way, lands occupied thereby, superstructure and tracks thereon, and to be placed thereon, and other material used therein and procured or to be procured therefor; bridges, viaducts fences, depot grounds and buildings thereon and to be placed thereon, and all other property, real or personal, appertaining to said railway, and the use thereof now or hereafter acquired by said first party, together with the rents, revenue and income to be had, levied or derived therefrom, and all the rights, privileges and franchises of said first party in, to, or concerning, said railroad, constructed or to be constructed, and every part thereof. To have and to hold the above described railroad premises and property with the appurtenances, rights, privileges and franchises appertaining thereto, unto the said party of the second part, its successors and assigns, from the twenty-third day of June. A. D. eighteen hundred and eighty-eight, for and during the chartered existence of said first party, and during the extension or extensions, renewal or renewals of the chartered rights and existence of the said first party, if said renewal or extension shall be had as hereinafter provided, absolute and exclusive possession to be delivered to said second party, its successors and assigns. Said first party further agrees that during the continuance of this lease and the life of its present charter, it will keep up its corporate organization by the annual election of its directors and officers, and the performance of such other acts as may be required by law for that purpose. And further, that at the expiration of its present charter, it will at the request of said second party, its successors and assigns, in case the mortgage herein mentioned shall not have in the meantime been foreclosed, cause its rights, powers, and franchises to be renewed and extended for another term of fifty years, or for such other or further period as may be at the time authorized by law. And will, in like manner, on like request, at each successive expiration of its chartered rights, provided always, that no foreclosure has taken place, renew and extend the same. And will, during all such renewals and extensions, keep up and maintain its organization, so as, in fact, to make such organization a continuing one. And will, at the termination of its present chartered existence, and at the termination of each successive renewal and extension thereof, as hereinbefore provided, at the request of the second party, its successors and assigns, in case no foreclosure of mortgage shall have been had, renew and extend, or cause to be renewed and extended, this lease and stipulations herein provided, so as in effect to make the same perpetual. The said second party, in consideration of the premises, hereby covenants and agrees as follows, to-wit: 1. To take full possession of all and singular the railway premises and property hereby demised and now constructed, or in process of construction, or hereafter to be constructed or acquired and owned by the party of the first part. 2. To pay, or cause to be paid, all taxes and assessments that may be lawfully levied, charged or assessed on said demised premises and property, or any part thereof, during the continuance of this lease and all renewals thereof. 3. To procure and place on said railway such an amount of rolling stock as may be reasonably required in the transaction of the business of said demised railway, and to keep the same in good condition, and to maintain and operate said railway in such manner as may be required to reasonably accommodate the country through which said demised railway passes. 4. To pay an annual rental therefor of thirty per cent of the gross earnings thereon; on all joint business the earnings to be computed on a pro rata basis, according to the distance carried respectively on the roads of the parties hereto, which said thirty per cent of the gross earnings the said second party guarantees shall amount to a sum sufficient to pay the semi-annually accruing interest on the bonds herein mentioned and contemplated, and which shall be paid semi-annually on the first days of April. and October in each year, at the office and agency of the first party, in the city of New York, and so much thereof as may be necessary to be used and applied by it to pay and take up the semi-annually maturing coupons attached to said bonds, until all are paid, and after the maturity of said bonds, to be applied by said second party to the payment of interest thereon at the rate of five per cent per annum, payable semi-annually, at the same time and place, until the expiration of the chartered rights of said first party, and any balance remaining in its hands and not required for payment of coupons and interest or principal of said bonds as herein provided, shall be paid to the first party, its successors and assigns. 5. To endorse upon each of the bonds of the party of the first part hereinbefore mentioned, and numbered consecutively from number one to number four thousand, both inclusive, for one thousand dollars each, the written guarantee of the party hereto of the second part in due form of law, of the payment of the principal sum and each semi-annual installment of interest thereof as the same shall become due and payable. Provided, however, that in case a foreclosure of said mortgage shall be had before or after maturity of said bonds, or before the expiration of the chartered rights of said company, then and thereafter this lease shall cease and determine. This indenture of contract and lease, made this 15th day of May, A. D. 1883, by and between the Cedar Rapids & Clinton Railway Company, a corporation of the State of Iowa, party of the first part, and the Burlington, Cedar Rapids & Northern Railway Company, of Iowa, owning and operating the Burlington, Cedar Rapids & Northern Railway in Iowa, party of the second part: And whereas, said first party is authorized by the laws of the State of Iowa to locate. construct, maintain, purchase and operate a railway, commencing on the west bank of the Mississippi river, at the city of Clinton, Clinton county, Iowa, and extending southwardly and westwardly through Clinton, Scott, Cedar and Johnson counties, to the city of Iowa City, in the said last named county; And whereas, said party of the first part now owns an uncompleted and disconnected line of railroad between the city of Clinton and Iowa City aforesaid, and it has determined to complete and operate, or cause the same to be operated, in connection with the system of railway of the party of the second part; And whereas, the party of the first part, for the purpose of procuring the necessary funds to defray the costs and expense of purchasing, extending and completing the aforesaid line of railway between Clinton and Iowa City, has duly and legally resolved to issue therefor one thousand two hundred bonds, of one thousand dollars each, of the date of the 15th of May, A. D. 1883; to have thirty years to run to maturity; to bear interest at the rate of five per cent per annum, interest payable semi-annually; both principal and interest payable at the office of the first party, in the city of New York, and it has secured the payment thereof by trust deed or mortgage, to which this lease is subject-for the provisions thereof reference is hereby had-to the Central Trust Company of New York, upon all of its railway, constructed and to be constructed, its right of way, road-bed, superstructure, grounds, depot buildings, and all other of its property now owned or hereafter to be acquired, together with the rights, privileges and franchises belonging thereto, which said trust deed or mortgage bears even date herewith, and has been recorded, together with this contract of lease, in the counties through or into which said railway runs; And whereas, the proceeds of said bonds and the other means of said company will be sufficient only for the construction and completion of said road-bed and superstructure, and will leave said first party without the requisite means to procure equipment necessary for the maintenance and operation of said railway, and in order that the same may, when completed, be equipped, maintained and operated in such manner as the public convenience may require, and also that the means may be provided for the payment of the semi-annually accruing interest on said bonds, and the principal thereof at maturity, it has resolved to enter into the agreement herein contained, and reference to the subject matter of which the respective parties hereto are fully authorized by the laws of the State of Iowa to contract as herein provided: Now, therefore, this indenture witnesseth, that the first party, in consideration of the covenants and agreements herein contained, to be kept and performed by said second party, it, the said first party, hath granted, demised and leased, and by these presents do grant, demise and lease unto the said party of the second part, its successors and assigns, all the following described property of said Cedar Rapids & Clinton Railway Company, that is to say: All its railroad extending from said city of Clinton to Iowa City, in the State of Iowa, described as aforesaid, constructed and to be constructed, including right of way, lands occupied thereby, superstructure and tracks thereon, and to be placed thereon, and other material used therein and procured or to be procured therefor; bridges, viaducts, fences, depot grounds and buildings thereon, and to be placed thereon, and all other property, real or personal, appertaining to said railway, and the use thereof, now or hereafter acquired by the first party, together with the rents, revenus and income to be had, levied or derived therefrom, and all the rights, privileges and franchises of the said first party, in, to, or concerning, said railroad, constructed and to be constructed. and every part thereof; To have and to hold the above described railroad premises and property, with the appurtenances, rights, privileges and franchises appertaining thereto, unto the said party of the second part, its successors and assigns, from the 15th day of May, A. D. eight hundred and eighty-three, for and during the chartered existence of said first party, and during the extension or extensions, renewal or renewals, of the chartered rights and existence of said first party, if said renewals or extensions shall be had as hereinafter provided, absolute and exclusive possession to be delivered to said second party, its successors and assigns. Said first party further agrees, that during the continuance of this lease and the life of its present charter, it will keep up its corporate organization by the annual election of its directors and officers, and the performance of such other acts as may be required by law for that purpose. And further, that at the expiration of its present charter, it will, at the request of said second party, its successor and assigns, in case the mortgage herein mentioned shall not have, in mean time been foreclosed, cause its rights, powers and franchises to be renewed and extended for another term of fifty years, or for such other or further period as may be at the time authorized by law. And will, in like manner, and on like request, at each successive expiration of its chartered rights, provided always that no foreclosure has taken place, renew and extend the same. And will, during all such renewals and extensions, keep up and maintain its organization, so as, in fact, to make such an organization a continuing one. And will, at the termination of its present chartered existence, and at the termination of each successive renewal and extension thereof, as hereinbefore provided, at the request of the second party, its successors and assigns, in case no foreclosure of mortgage shall have been had, renew and extend, or cause to be renewed and extended, this lease and stipulations herein provided, so as in effect to make the same perpetual. The said second party in consideration of the premises, hereby covenants and agrees as follows, to-wit: 1. To take full possession of all and singular the railway premises and property hereby demises and now constructed, or in process of construction, or hereafter to be constructed or acquired, and owned by the party of the first part. 2. To pay or cause to be paid, all taxes and assessments that may be lawfully levied. charged or assessed on said demised premises and property, or any part thereof, during the continuance of this leasc and all renewals thereof. 3. To procure and place ou said railway such, and such an amount of rolling-stock as may be reasonably required in the transaction of the business of said demised railway, and to keep the same in good condition, and to maintain and operate said railway in such manner as may be required to reasonably accommodate the country through which said demised railway passes. 4. To pay an annual rental therefor of thirty per cent of the gross earnings thereon; on all joint business the gross earnings to be computed on a pro rata basis, according to the distance carried respectively on the roads of the parties hereto, which said thirty per cent of the gross earnings the said second party guarantees shall amount to a sum sufficient to pay the semi-annually accruing interest on the bonds herein mentioned and contemplated, and which shall be paid semi-annually on the first days of February and August in each year, at the office and agency of the first party in the City of New York, and so much thereof as may be necessary to be used and applied by it to pay and take up the semi-annually maturing coupons attached to said bonds until all are paid and after the maturity of said bonds, to be applied by said second party to the payment of interest thereon at the rate of five per cent per annum, payable semi-annually at the same time and place, until the expiration of the chartered rights of said first party, and any balance remaining in its hands, and not required for payment of coupons and interest or principal of said bonds as herein provided, shall be paid to the first party, its successors and assigns. 5. To endorse upon each of the bonds of the party of the first part herein before mentioned, and numbered consecutively from number one to number one thousand two hundred, both inclusive, for $1,000 each, the written guarantee of the party hereto of the second part, in due form of law, of the payment of the principal sum, and each semi-annual installment of interest thereof. as the same shall become due and pay able. Provided, however, that in case of a foreclosure of said mortgage shall be had before or after maturity of said bonds, or before the expiration of the chartered rights of said company, then and thereafter this lease shall cease and determine. This indenture of contract and lease, made this fifteenth day of March, A. D. 1884, by and between The Chicago, Decorah & Minnesota Railway Company, a corporation of the State of Iowa, party of the first part, and the Burlington, Cedar Rapids & Northern Railway Company of Iowa, owning and operating the Burlington, Cedar Rapids & Northern Railroad, party of the second part: And whereas, said first party is authorized by the laws of the State of Iowa to locate, construct, maintain and operate a railway, with all necessary branch lines, warehouses, elevators and such other appendages as may be deemed necessary for the convenient use and profitable management of the same, as provided by its articles of incorporation, in a northerly and southerly or other direction from the town of Decorah, in the county of Winneshiek, State of Iowa, and to such points in Iowa and Minnesota, and to points of connection with other railways, as the board of directors by resolution entered of record may designate and appoint. And whereas, said first party of the first part has determined to construct and operate, or cause the same to be constructed and operated, its said line of railway, in connection with the system of railway of the party of the second part, commencing at said town of Decorah and extending southwardly to a point of connection with the said second party's Milwaukee Division line of road at or south of Postville, in the county of Allamakee, State of Iowa; and it has also determined to extend its said line of road in a northerly direction from the said town of Decorah, and to such point or points in the States of Iowa and Minnesota as may hereafter be determined. And whereas, the party of the first part, for the purpose of procuring the necessary funds to defray the cost and expense of surveying, locating, securing right of way, and of constructing such line or lines of railway, has duly and legally resolved to issue therefor bonds of the denomination of one thousand dollars each, of date March 15, A. D. 1884, to have fifty years to run from the first day of April, 1884, to maturity; to bear interest at the rate of five per centum per annum from the first day of April, A. D. 1884, interest payable semi-annually on the first day of October and April of each year; both principal and interest payable at the office of the first party in the City of New York; and it has secured the payment thereof by trust deed or mortgage, to which this lease is subject (for the provisions thereof reference is hereby had to the Central Trust Company of New York), upon all its railway constructed and to be constructed, its right of way, road bed, superstructure, grounds, depot buildings, and all other of its property now owned or hereafter to be acquired, together with the rights, privileges and franchises belonging thereto, which said trust deed or mortgage bears even date herewith, and will be recorded together with this contract of lease in the counties through or into which said railway runs. |