gross earnings of party of the second part on the said Railroad, and within thirty days after the end of each and every month to pay to party of the first part forty per centum of the gross earnings thereof; that the forty per centum so paid, or to be paid, shall not, in the aggregate, in any year, amount to less than forty thousand dollars; that, should said per centage amount to less than forty thousand dollars, they will make good and pay to the party of the first part, within forty days after the expiration of the year, the deficiency; that is to say, such amount of money as, added to the forty per centum of earnings, would make the sum of forty thousand dollars; that the year agreed upon shall terminate on the 30th of June in each calendar year; that they will charge for business done upon said Railroad, as far as practicable, the full local rates authorized by the Act of Assembly incorporating the party of the first part, excepting and providing, nevertheless, that they may and shall keep and fulfill all contracts heretofore made with the Pennsylvania Railroad Company, the Pittsburgh, Fort Wayne and Chicago Railway Company, the Erie and Pittsburgh Railroad Company (a schedule of which is hereto annexed), for the transportation of freight and passengers.

SIXTH.-That the party of the second part has covenanted, and does hereby covenant, that in the following cases the earnings of the Railroad of first party shall be estimated and adjudged as follows, to wit: on freight from New Castle to Allegheny or Pittsburgh, or from Pittsburgh or Allegheny to New Castle, forty per centum of the whole freight charges shall be adjusted to be the earnings of said Railroad. On freight from New Castle to Rochester, or from Rochester to New Castle, sixty-two per centum; on freight from the junction of the Lawrence Railroad Company's Road with first party's Road to Allegheny or Pittsburgh, or from Allegheny or Pittsburgh to said junction, thirty-seven and one half per centum; on freight from said junction to Rochester, or from Rochester to said junction, fifty-seven per centum. On passengers over whole of first party's road, seventy cents each; on passengers from said junction to Homewood, or from Homewood to said junction, sixty cents each; provided, that the party of the second part may reduce the passage fare between New Castle and Allegheny or Pittsburgh, if it shall be necessary so to do, in order to compete with rival routes, in which case the earnings of first party's road shall be

to the earnings on the whole route between the places aforesaid, as seventy to one hundred and eighty-five (185).

SEVENTH.-That the party of the second part has covenanted, and does hereby covenant, that if they do not pay, or cause to be paid, all and singular the taxes above stipulated to be paid by them, when thereto lawfully required, that if they fail to pay or cause to be paid to the party of the first part the per centage of the earnings upon said Rallroad, as and when the same is above stipulated to be paid, or if they fail to make good and pay the deficiency or difference between the said per centage and forty thousand dollars, as and when above stipulated to be made good and paid, and shall be in default in any or all said cases for a period of ninety days after the same should have been paid, then, in either or all of said cases of failure and default, the said party of the first part may declare and treat this lease as determined, and all rights of the second party under the same forfeited at first party's option, and thereupon may forthwith enter upon and take possession of said Railroad, premises and appurtenances, as of right, without let or hindrance of second party; provided, that said party shall not thereby lose or impair their right of action or actions for the recovery of any or all debts or damages otherwise due and recoverable under the provisions of this lease, and provided, further, that in case of rightful entry by party of first part, the said party shall be entitled to recover, in addition to his debts and damages above provided for, the sum of twenty-five thousand dollars, as liquidated damages for disappointments, delays, losses and expenditures attendant and consequent upon the entry and resumption of possession.

EIGHTH.-Whereas, the said Railroad, premises and appurtenances are encumbered by a first and second mortgage, the first for one hundred and fifty thousand dollars, the second for one hundred thousand dollars, in all two hundred and fifty thousand dollars, for the non-payment of which, whether debt or interest, the said Railroad and premises, according to the conditions of said mortgages, are liable to be sold.

And whereas, it may be necessary or expedient to party of the first part to obtain an extension of time for the payment of said indebtedness, and to that end again to mortgage the Railroad and premises aforesaid, the party of the second part has covenanted, and does hereby covenant, that the first party may execute

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

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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