and deliver any mortgage or mortgages in any sum or sums of money, in the aggregate not exceeding two hundred and fifty thousand dollars, payable at such time or times, and at such rate of interest as by the parties thereto may be agreed upon, and that such mortgage or mortgages, duly executed and recorded, shall be deemed and taken as prior in date or lien to this lease, and shall have the same force and effect, to all intents and purposes, in law and equity, as if executed and recorded prior to the execution of this lease, or this lease had never been executed. Provided, however, that said mortgage or mortgages shall, to the amount thereof, be in lieu and discharge of so much of the aforesaid mortgage or mortgages now of record. IN TESTIMONY WHEREOF, the Presidents of the respective Companies above named have hereunto set their respective hands, and the Secretaries thereof have countersigned the same, and affixed the seals of their respective Companies, in pursuance of authority given them by the Board of Directors of said Companies respectively. THE NEW CASTLE AND BEAVER VALLEY RAILROAD COMPANY, THE PITTSBURGH, FORT WAYNE AND CHICAGO RAILWAY COMPANY, LEASE OF THE LAWRENCE RAILROAD TO THE PITTSBURGH, FORT WAYNE AND CHICAGO RAILWAY COMPANY. THIS INDENTURE, made and entered into this twenty-second day of May, A. D. one thousand eight hundred and sixty-nine, by and between the PITTSBURGH, FORT WAYNE AND CHICAGO RAILWAY COMPANY, a corporation existing under and by virtue of the laws of Pennsylvania, Ohio, Indiana and Illinois, party of the first part, and the LAWRENCE RAILROAD COMPANY, a corporation existing under and by virtue of the laws of Pennsylvania and Ohio, party of the second part: Whereas, the party of the first part owns and operates a Railroad, extending from Pittsburgh, in the said State of Pennsylvania, to Chicago, in the said State of Illinois, and is also the lessee of the New Castle and Beaver Valley Railroad, a line of Railroad extending from Homewood, in the said State of Pennsylvania, and situated on the said line of railroad owned by the party of the first part aforesaid, to New Castle, also in the said State of Pennsylvania; and the party of the second part owns and operates a line of Railroad extending from a point on the said New Castle and Beaver Valley Railroad, at or near Mahoningtown, in the said State of Pennsylvania, to Youngstown, in the said State of Ohio; and Whereas, it is considered by the said parties hereto, that their mutual interests will be promoted by having the said Railroads, forming a continuous line between Pittsburgh and Youngstown, via Homewood and Mahoningtown aforesaid, placed under one management and control, upon the terms and conditions hereinafter expressed: Now, THEREFORE, THIS INDENTURE WITNESSETH, that the said parties of the first and second part, their successors and assigns, in consideration of the premises, and for and in the further consideration of one dollar in hand paid to the said party of the second part by the said party of the first part, at or before the ensealing and delivery hereof, the receipt of which is hereby acknowledged, have covenanted, promised and agreed, and by these presents do covenant, promise and agree, to and with each other, for themselves and their successors and assigns, in manner and form following, that is to say: First.—The said party of the second part, for itself and its successors and assigns, has let, leased and demised, and by these presents does let, lease and demise unto the said party of the first part, its successors and assigns, for and during the term of ninetynine years, commencing with the date hereof, the Railroad of the said party of the second part, extending from a point on the New Castle and Beaver Valley Railroad, at or near Mahoningtown, to Youngstown, as aforesaid, together with all and singular the side tracks, station house, water stations, machine shops, engine houses, turn-tables and other buildings, lands, rights of way and all other appurtenances, in any manner thereunto belonging, together with all the right of the said party of the second part to use and operate the said railroad and appurtenances; also the right of the said party of the second part to demand and receive fares, freight charges, tolls, or any other compensation for the transportation of persons or property; and generally the full right and authority of the said party of the second part, in and over the said railroad and its appurtenances, so far as may be necessary to enable the said party of the first part, its successors and assigns, to fully possess, enjoy, and preserve the said railroad and its appurtenances, agreeably to the provisions of this lease. Second. The said party of the second part shall proceed with, as fast as practicable, and finish the fencing of the said railroad, necessary to be done under the laws of Ohio, and construct such additional cattle guards as may be, in the joint judgment of the parties hereto, necessary for the safe working of the said railroad, and shall also complete the reservoir at or near Hillsville Station, with a capacity sufficient for the proper supply of water for the locomotives in use on the said railroad, and generally such additional side tracks, station buildings, and whatever other construction may be deemed necessary, in the joint judgment of the parties hereto, to accommodate the future developed business of the said railroad. Third.—The said party of the second part shall protect, save harmless, and indemnify the said party of the first part, its successors and assigns, from and against all claims, demands or suits for right of way, and for any and all injury to property, arising out of, or appertaining to, or connected with the construction or building of the railroad aforesaid. Fourth. The said party of the first part, its successors and assigns, may and shall continuously operate during the term of this Indenture, the said railroad and its appurtenances hereby leased and demised, and shall at all times furnish to the public all reasonable facilities for the transportation of persons and property, to the extent of the capacity of the track, side tracks, and stations, and other buildings, and shall at all times, during the said term, keep, maintain and preserve the said railroad and appurtenances, and the additions and improvements that may hereafter be put thereto, in all parts in good condition and repair; that as often as any part or portion of the said railroad, or any of its appurtenances, shall from any cause be destroyed or otherwise become unfit for their appropriate uses and purposes, the said party of the first part, and its successors and assigns, shall, at its own cost and expense, renew or rebuild the same, which said renewed structures shall at once become the property of the said party of the second part, and the said party of the first part, its successors and assigns, shall and will, from time to time, furnish for use upon the said demised railway any and all rolling stock and equipment which the business of the said demised railroad, and the increase thereof from time to time, may require. Fifth.-The said party of the first part, its successors and assigns, shall pay all taxes, duties and assessments, whatsoever, that may be assessed, charged or levied by national, state, municipal or other legal authority, on the said real estate and appurtenances hereby leased and demised, and upon the earnings or receipts for the transportation of persons or property over the said railroad, or otherwise upon the business of the said railroad, provided, that nothing in this instrument contained shall be so construed as to render the said party of the first part, or its successors and assigns, liable for the tax specifically upon the interest on the bonds, nor upon the dividends on the stock of the said party of the second part. Sixth.-The said party of the first part shall keep a full, true and accurate account of all business done upon the said railroad, during the existence of this lease, the rates at which the same was done, and the money received therefor, and shall permit the said party of the second part, by its duly authorized agent, at any time, to inspect the books of account and vouchers of said business, and shall furnish monthly to the said party of the second part a full and accurate written statement of the gross earnings of the said party of the first part on the railroad hereby leased and demised, and shall, within forty-five days after the end of each calendar month, pay to the said party of the second part forty per cent. of such gross earnings; but it is hereby expressly agreed that the aforesaid payments shall amount, in each and every year, to at least forty-five thousand dollars, which is hereby agreed upon as a minimum amount to be paid in each and every year, and which is to be paid absolutely without reference to the per centage which it forms of the gross earnings of such year, and without leaving or creating any charge upon the earnings of any future year; it being also understood and agreed that each year under this Indenture shall commence on the first day of June and terminate on the thirty-first day of May in each and every calendar year; and the said party of the first part, its successors and assigns, shall be entitled to retain in each and every year of the term aforesaid all excess of gross earnings for such year over and above the payments to the said party of the second part above provided, and to apply the same to and for the purposes of this Indenture and for fulfilling all the undertakings of the said party of the first part herein expressed, and to apply to its own use and benefit any surplus that may remain in such year, as compensation for the services, acts and |