AGREEMENT BETWEEN THE NEW YORK AND OSWEGO MIDLAND R. R. CO. AND THE DELAWARE AND HUDSON CANAL CO., AUG. 31, 1870.

FOR GUARANTY BY THE D. & H. C. Co. OF THE PAYMENT OF THE RENT UNDER THE LEASE OF THE UTICA, CLINTON AND BINGHAMTON TO THE NEW YORK AND OSWEGO MIDLAND.

IT IS AGREED, by and between the NEW YORK AND OSWEGO MIDLAND RAILROAD COMPANY, and the DELAWARE AND HUDSON CANAL COMPANY, as follows:

THE NEW YORK AND OSWEGO MIDLAND RAILROAD COMPANY, in consideration of the guaranty by the Delaware and Hudson Canal Company, of the annual rental agreed to be paid by the New York and Oswego Midland Railroad Company, to the Utica, Clinton and Binghamton Railroad Company, agree,

FIRST. That they will execute on or before the execution of the proposed lease with the Utica, Clinton and Binghamton Railroad Company, a paper or contract which shall place the coal business of the Delaware and Hudson Canal Company upon the railroad leased as aforesaid, upon the same basis as has been agreed upon by the parties hereto for the business to be done by the Delaware and Hudson Canal Company, upon the main line of the said New York and Oswego Midland Railroad Company and its branches.

SECOND. That they will, by a good and sufficient agreement or assigument, transfer to the Delaware and Hudson Canal Company the lease of the said Utica, Clinton and Binghamton Railroad Company, as collateral security to the guaranty of said lease; said transfer or agreement to contain a clause or covenant sufficient in law, that they, the New York and Oswego Midland Railroad Company, will yield up full, quiet and peaceable possession of the said leased railroad and its appurtenances to the Delaware and Hudson Canal Company, its successors and assigns, if they, the said New York and Oswego Midland Railroad Company, default at any time during the continuance of the aforesaid lease, in the payment of the semi-annual rent for ninety days after the same becomes due and payable, which is to be guaranteed by the said Delaware and Hud

Ag't N. Y. & 0. M. and D. & H.

son Canal Company. It being understood and agreed that the said lease, assignment, agreement or transfer shall be drawn as the counsel of the Delaware and Hudson Canal Company shall advise, for the purpose of giving the Delaware and Hudson Canal Company full and immediate possession of the leased property, in case of default in the payment of the semi-annual rent as aforesaid, by the New York and Oswego Midland Railroad Company.

THIRD. That they will enter into an agreement with the Delaware and Hudson Canal Company, which agreement shall be executed on or before the date of the lease, and shall stipulate that they, the New York and Oswego Midland Railroad Company, in case of default in the payment of the rent as aforesaid, and the taking possession of the leased premises by the Delaware and Hudson Canal Company, will covenant and agree to and with the Delaware and Hudson Canal Company to grant to the Delaware and Hudson Canal Company the use of that part of the main line lying between the terminus of the Utica, Clinton and Binghamton Railroad, at or near Smith Valley and Sidney, on the Albany and Susquehanna Railroad of the said Delaware and Hudson Canal Company for all trains of passengers and freight of their own which the said Delaware and Hudson Canal Company may desire to run with their own locomotive power between Sidney and points on the line of the said Utica, Clinton and Binghamton Railroad, or between Utica and points on the Albany and Susquehanna Railroad, or other railroads owned or leased or operated by the said Delaware and Hudson Canal Company, the Delaware and Hudson Canal Company paying to the said New York and Oswego Midland Railroad Company as compensation therefor one cent per mile for each and every pessenger, and one cent per ton per mile for each and every ton of freight carried or transported on said New York and Oswego Midland Railroad, to be computed upon the distance the same is actually carried or transported over said New York and Oswego Midland Railroad; but all such trains, while upon the premises of the said New York and Oswego Midland Railroad Company, shall be run under and in accordance with the rules and regulations of the timetables of the said New York and Oswego Midland Railroad Company, and each and all the employees of the said Delaware and Hudson Canal Company shall, in the use by them of the said railway, depots and all other property of the New York and Oswego Midland Railroad Company, be subject to the direction and con

Ag't N. Y. & 0. M. and D. & H.

trol of the proper officers of the said New York and Oswego Midland Railroad Company.

BASIS OF AGREEMENT OF LEASE BETWEEN THE UTICA, CLINTON AND BINGHAMTON R. R. CO., THE NEW YORK AND OSWEGO MIDLAND R. R. CO. AND THE DEL. AND HUD. C. CO., DEC. 15, 1870.

The Utica, Clinton and Binghamton Railroad Company agrees to complete its road from Smith's Valley to New Hartford and place it in good condition, and build and construct a new track from the point where the Chenango Canal leaves the said railroad near New Hartford to a point at or near the New York Central Railroad Depot in the City of Utica, following the map made by Mr. Harvey Park, Engineer, as nearly as may be. A copy of said map, now in Mr. Park's possession, to be signed by the parties and to be taken as a part of this agreement.

To furnish lands for depot purposes, as follows: the entire front of the blocks on Water street, extending from Genesee street (commencing with the American Hotel property) to Seneca street, being about one thousand feet in length on Water street, and from fifty to one hundred feet or thereabout in depth; it being understood that the lands thus furnished shall include the whole depth of the lots fronting on Water street.

To erect thereon one good and substantial freight house or depot, to be not less than thirty (30) feet by seventy-five (75) feet in size with side tracks running thereto.

To furnish lands on which to erect an engine house at some convenient point in the vicinity, which lands and the location thereof shall be satisfactory to the New York and Oswego Midland Railroad Company and to the Delaware and Hudson Canal Company.

And to erect thereon one good and substantial engine house capable of holding six (6) locomotive engines and appurtenances, with turn-table, tracks and approaches thereto; said freight depot and engine house to be built of brick with slate roofs.

To furnish the triangular piece of land lying between the Chenango and Erie Canals and Fay street, with proper tracks from the said railroad thereto and thereon, so that coal can be transferred from railroad cars into canal boats and for other purposes connected with and incident to the coal trade.

To make connections with the Black River Railroad for freight purposes and to put in two (2) side tracks for said road and the connections therewith, and also two other side tracks for other con

Basis of lease to N. Y. & O. M.

nections; said sidings to be not less than seven hundred (700) feet each in length; and said connections and sidings to be guaranteed to the said Midland Railroad Company and its assigns during the continuance of this agreement and the lease which may be made in pursuance thereof.

It being understood that the said new track from a point near New Hartford as aforesaid, together with the aforesaid sidings and switches, shall be laid with iron weighing not less than fifty-six (56) pounds per lineal yard.

That said railroad and appurtenances to be inspected and approved, when completed, by C. W. Wentz, Esq., Engineer of the said Delaware and Hudson Canal Company, or by such engineer as said company may have in its employ for the time being.

That upon the completion of said railroad and appurtenances, the said Utica, Clinton and Binghamton Railroad Company agree to lease by a good and sufficient indenture of lease, to continue during the life of said company and any extension thereof, all of their railroad from Smith's Valley to Utica, together with its equipment, franchises, right of way, and property of every kind and description, real, personal and mixed, except only that portion of their road now operated as a horse railroad between New Hartford and Utica, and between Whitestown and Utica, with the equipment of the same, to the New York and Oswego Midland Railroad Company, their successors and assigns.

And said lease to contain a clause binding the Utica, Clinton and Binghamton Railroad Company to issue to the said New York and Oswego Midland Railroad Company stock or bonds as the said New York and Oswego Midland Railroad Company may elect, to an amonnt sufficient from time to time to cover expenditures made by the said New York and Oswego Midland Railroad Company upon said railroad for permanent improvements, or in making additions to its equipment, not to exceed, however, in the aggregate, one million (1,000,000) of dollars; said stock and bonds. to be on interest at the rate of seven (7) per cent., to be paid by the New York and Oswego Midland Railroad Company, in addition to the annual rent hereinafter provided, it being understood that every issue of said stock or bonds for the purposes aforesaid shall be made subject to the lease which shall be made in pursuance of this agreement, and which lease shall be a first lien upon the entire property.

The New York and Oswego Midland Railroad Company, its suc