The instrument's own words
page 1
This Indenture Witnesseth, That the New York, Providence
and Boston Railroad Company, a corporation existing under
the laws of the States of Rhode Island and Connecticut,
(hereinafter called the lessor) has let and hereby demises and
lets to the term of eighty years from and after the first day
of April, 1892, unto the New York, New Haven and
Hartford Railroad Company, a corporation existing under
the laws of the States of Connecticut and Massachusetts,
(hereinafter called the lessee) all and singular the railroads
and branch railroads of the lessor at the same are now,
and as they may hereafter be located and constructed; and
generally all the real estate including wharves, ferries and
water rights, and all the personal property of the lessor of
every name and nature, and wherever situate, including all
deeds, contracts, securities, documents, maps, surveys, books
and papers of every kind, belonging to the lessor, in relating
to the property hereby demised, and all the rights, franchises
and privileges of the lessor, together with all the tolls, fares, wines,
dues and profits to be derived from said demised property
and the operation of said railroads; the lessor covenanting
with the lessee, That it will suffer and permit the
lessee, it keeping all the covenants on its part as herein
contained, to possess, possess and enjoy said premises,
property, rights, franchises and privileges during the term
aforesaid without hindrance or molestation.
And the lessor hereby makes constitutes and appoints
the lessee its agents during the term of this lease to operate
all its leased railroads and property the lessee herein to
do and perform as such agent all acts with reference
thereto incident by law or by contract upon the lessor
herein and in consideration thereof to receive the income
and profit arising from such operation; and the lessor
hereby agrees, as soon as it legally may, to make from
time to time proper and complete assignments to the
lessee of all leasehold rights of the lessor.
And the lessor hereby assigns and conveys to the lessee
absolutely all accounts from agents and others, and
bills receivable, which the lessor may own or have a
right to when this lease goes into effect and also the
money, materials and supplies the lessor may then
have on hand; and also assigns, conveys and transfers
to the lessee all the stocks and securities belonging to the
lessor of the Providence and Stoughton Steamship Company.
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388 and of all other companies, subject to the provisions hereof
as to the return of the same. And the lessor
covenants that during the continuance of this lease it will
maintain its corporate organization. The lessee paying the
necessary expenses thereof, and, that purpose, will hold
all necessary meetings, elect all necessary officers and make
all necessary records and reports; and that it will, from time
to time, if requested by the lessee, proceed to appropriate and
convey by approved such real estate as the convenient
operation of the demised premises may render desirable, the
lessee, however, advancing therefore all legal expenses; and
that the lessee may use the lessors name in bringing or
defending any suits or proceedings so far as it or so may
be necessary for the protection or enjoyment of the demised
premises, property, rights franchises and privileges, or for
the acquisition of additional real estate, but at the sole
expense of the lessee, the same lessor harmless from all
loss, costs or damages thereby accruing. And the lessor
covenants that its lessor will, for the purpose of such
permanent improvements to be made upon its property as
may be approved by the lessor and for the purpose of
discharging any indebtedness of the lessor, make
such issue, and receive in renewal of stock or bonds, or
both, as shall from time to time be by the lessee deemed
necessary and proper to be issued, as the same may be
authorized by law; and that it will at the request of the
lessee execute mortgages of the demised premises to secure
the payment of the principal and interest of such bonds;
and that it shall transfer and deliver to the lessee, or to such
person as the lessee shall name for that purpose, all such
issue of stock and bonds; and that it will not issue any
stocks or bonds, or create any indebtedness or lien upon the
demised premises, or property, except made and in accordance
with the directions, or by the lessors written consent of the
lessee. And the lessor covenants that it will at any time
or times hereafter upon the reasonable request of the lessee,
make, do, and execute, or cause the same to be made, done
and executed, all and every such further and other lawful
and reasonable acts, conveyances, transfers, assignments
and assurances in the law, for the better and more effectiv
vesting and confirming the premises and property hereby
leased, or intended to be, in and to the lessee, as the
lessee shall be reasonably devised, advised or required
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And the lessee covenants to pay as rent hereon on the tenth
day of May, 1892, two and one half dollars upon each share of the
capital stock of the lessor, and thereafter quarterly dividends
at the same rate, that it pays to its stockholders until
ninety days after it has offered in exchange its shares as
hereinafter provided, and thereafter to pay annually during
said term six dollars upon each share of the capital stock
of the lessor to the holders thereof according to their respective
holdings, as the same may be registered on the stock books of
the lessor; and further, to assume and pay all the legal
obligations of the lessor every name and nature, as the
same shall from time to time fall due, and to keep and
perform all and singular the contracts now in force and
binding on the lessor. And the lessee further covenants
that, under the provisions of a certain Resolution of the
General Assembly of the State of Connecticut amending
the Charter of the New York New Haven and Hartford
Railroad Company" approved June 19, 1889, and the amendment
thereto approved June 22, 1887 it will make prompt application
to the committee constituted by section 2 of said Resolution
for the approval of terms of exchange whereby shares of
the capital stock of the lessee may be exchanged for shares
of the capital stock of the lessor, share for share, and so
soon as said terms of exchange shall have been approved
by said Committee the lessee will increase its capital
stock by the amount of the capital stock of the lessor
and will give notice thereof to each stockholder of the
lessor by mail; and thereafter, upon the assignment
to the lessee of any share or shares of the capital stock
of the lessor, and the surrender of the certificates or
certificates therefor, the lessee will, whenever its stock
transfer books are open, issue to the owner of said shares
or shares in exchange therefor, a certificate for a like
number of shares of the capital stock of the lessee as
provided in said Resolution, and will make an equitable
adjustment in cash for the difference in the dates upon
which the quarterly dividends of the respective companies
have been paid. And the lessee covenants that
it will at its own cost and expense during the continuance
of this lease, furnish and provide all such books, forms,
and papers, and do and perform all such acts and things
as may be required for the proper issue, record and
transfer of the stock of the lessor, and for the same
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registration and transfer of any bonds herein referred to.
And the lessee further covenants to pay, during each
term of said term, all taxes, rates, charges and assessments,
ordinary and extraordinary, which may be lawfully imposed
or assessed in any way upon the lessor or lessee with
reference to the premises and property hereby demised, the
capital stock of the lessor, its subsidiaries, franchises
and revenues in said rental; said payments to be made
to the authority or treasurer entitled by law to receive the
same, whether such law be that of the United States or
of any state, that is said lessor shall be saved harmless
during the continuance of this lease, from any such tax,
assessment or charge under laws or proceedings made
or authorized by the United States or any state.
Provided that if any of said payments shall not be
made within thirty days from the time when the
same becomes payable, or if other default be made for
thirty days in the performance of any of the covenants
of this lease in this indenture contained, and shall be
thereafter continued for thirty days after written notice
of such default have been given to the lessee by the
lessor, then this lease shall cease and terminate, and at the
option of the lessor, and said lessor may thereupon
re-enter upon the demised premises, and the same have
and possess as of his own estate, And the lessee
covenants that it will preserve the lessee's said railroads
and maintain said demised premises and property during
said term in good order and repair, replacing and
renewing whatever becomes defective or worn out from time
to time; and that it will make all alterations, improvements
and betterments which may be imposed by law when the lessor
or lessee with reference to the premises and property hereby
leased; all new property, improvements and removals added
to or upon the real estate hereby demised to become part of the
demised premises, and as such to be delivered to the lessor at the
expiration of this lease, whether occurring before or at the end
of the said term, it being understood and agreed that the value
of the rolling stock, equipments, cars, engines, machinery tools
and supplies hereby leased is to be appraised, and an inventory
thereof hereto attached as soon as practicable, and the
lessee agrees to maintain all property received from the
lessor in as good condition as it now is and to return to the
lessor at the expiration hereof property of similar character
page 5
and of nature to that received from the lessee, together with all
stocks and securities so received. And the lessee covenants
that it will save the lessor harmless from all suits, costs, damages
and expenses by reason of any act or omission of the lessee in
the use of said demised premises, or otherwise, under this lease;
and will, at its own expense, defend all suits brought against
the lessor for any such cause, and pay the judgment, if any,
therein recovered, when demanded, in first person, and that
it will during said term make all returns required by the
laws of any state, or of the United States from or of the
lessee by any public officers, or other legal authority; and
that should any such returns be required, as required by law, of the
lessor the lessee will furnish, as demanded, so far as it has the
means, all the information necessary therefore.
And the parties hereto mutually covenant each with the
other that the covenants herein contained shall accrue to
the benefit of and be obligating upon the successors and
assigns of the respective parties hereto. It is
understood that this lease is made subject to approval
by the stockholders of the respective parties hereto by a
vote of two thirds of the stock accumulated in herein or by
proxy at meetings to be called for that purpose, as
prescribed by law. This instrument when ratified,
shall be in lieu of two certain agreements made between
the lessor and lessee, March 26, 1892.
In witness whereof, the parties hereto, under the authority
and direction of their respective Boards of Directors, have
caused this instrument to be signed by their respective
Presidents and their corporate seals to be hereto affixed,
this first day of April, AD 1892.
L.S. The New York Providence and Boston Railroad Company
L.S. By S. D. Babcocks President
The New York, New Haven and Hartford Railroad Company
L.S. By Charles P. Clark President
witnessed as to both signatures
Wm F Elliott
John R Lewis
State of New York
City and County of New York ssd.
On this thirteenth day of May 1892 before me Russell Walden
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392
a Notary Public duly commissioned and authorized to take
acknowledgments of deeds and other instruments in the City,
County and State of New York, personally came Samuel D.
Babcock, personally known to me to be the President of the
New York, Providence and Boston Railroad Company, a Corpora-
tion duly authorized and existing under the laws of the respective States
of Connecticut, Rhode Island and Providence Plantations and
the said Samuel D. Babcock being by me duly sworn said
that he resided in the said City of New York; that he was President
of the said New York, Providence and Boston Railroad Company,
that he knew the corporate seal of said company, that the seal
affixed to the foregoing instrument was such corporate seal,
and that it was affixed thereto by order of the Board of
Directors of said Company, and that he signed his name
thereto by the like role as President of said Company.
And on the same day before me personally came Charles
P. Clarks personally known to me to be the President of the
New York, New Haven and Hartford Railroad Company, a
corporation duly organized and existing under the laws of the
respective States of Connecticut, Massachusetts and New
York and the said Charles P. Clarks being by me duly sworn
said that he resided in the City of New Haven Connecticut
that he was President of said the New York, New Haven
and Hartford Railroad Company; that he knew the corporate
seal of said Company; that the seal affixed to the foregoing
instrument was such corporate seal, and that it was
affixed thereto by order of the Board of Directors of said Company
and that he signed his name thereto by the like order as
President of said Company. And the said Samuel D. Bab-
cock and Charles P. Clarks therefore severally acknowledged to
me that they executed the foregoing instrument on behalf of said
the New York, Providence and Boston Railroad Company and the
New York, New Haven and Hartford Railroad Company
respectively as the free act and deed of said companies and the
free act and deed of them the said Samuel D. Babcock and
Charles P. Clarks. In testimony whereof I have hereunto
set my hand and affixed my official seal the day and
year last above named,
Russell Walden
Notary Public, Kings County New
York.
Certificate filed in New York County N.Y.
Received for record Sept 23. 1892 at 9 oclock A.M.
and recorded by George L. Coross Town Clerk
The page as recorded
