body corporate, incorporated under and in pursuance of the laws of the state of Wisconsin, party of the first part, and the Chicago and Northwestern Railway Company, party of the second part, witnesseth: 1. That the said party of the first part, for and in consideration of the covenants and agreements herein contained, to be performed and kept by the said party of the second part, doth by these presents grant, demise and lease to the said party of the second part, its successors and assigns, the entire line of railroad now in process of construction, and which is to be constructed from the city of Milwaukee to a junction with the railway of the party of the second part, at or near the city of Fond du Lac, in said state of Wisconsin, with a branch from a point at or near Mayfield, Washington county, Wisconsin, to a connection with the railway of the second party, at or near the town of Lodi, Columbia county, Wisconsin; and also a branch about five miles in length from Iron Ridge, Dodge county, in said state, running in a southerly direction to a point of junction with the branch above described. Together with all the franchises, rights. possessions, and interests of the said party of the first part which it has, or may have, under and by virtue of its charter of incorporation, articles of association and the laws of the state of Wisconsin, or which it may in any manner hereafter acquire under or by virtue of any laws of said state, and all property which it may own or possess, whether real or personal, which is in any wise incident or appurtenant to said line of railroad so used as a part thereof, or in connection therewith, including all lands, buildings, fixtures and machinery, which the said party of the first part now has or may have, as incident or appurtenat to said line of railroad. To have and to hold the above mentioned property, rights, interests and privileges so above leased, or intended to be leased, unto the said party of the second part, its successors and assigns, for and during the full term of the corporate existence of the said party of the first part. 2. And the said party of the first part doth hereby covenant and agree, to and with the said party of the second part, that it will complete said railroad via West Bend, Washington county, to Fond du Lac aforesaid, on or before the first day of June A. D. 1873, and will, on or before the first day of Jan., A. D. 1874, fully complete the line of railroad above described and leased with a full and complete right of way, fully paid for, sufficient in width and extent for all the uses of said railroad, and also all necessary engine houses, warehouses, station houses, freight houses, switches, side tracks, turn tables, turn outs, depots and depot grounds, water houses and water tanks, and storage grounds necessary for the proper and convenient use and operation of the said line of rilroad, but said party of the first part shall complete the same as much earlier than the time above limited as it can be done by the use of all proper and reasonable diligence for that purpose, and to deliver to said party of the second part the absolute and full possession of the line of railroad above leased, immediately upon the completion of the same, with all the franchises, property, rights, privileges and appurtenances thereto herein before specified. 3. And the said party of the first part further covenants and agrees with the said party of the second part, that it will preserve and continue the legal organization of the said The Northwestern Union Railroad Company of Wisconsin during the whole continuance of this lease, and it will for that purpose hold meetings, keep records and appoint officers, and do all other acts and things necessary to carry into full effect the provisions and objects of this agreement, and perpetuate its own corporate existence, and that it will, at any and all times hereafter, give and make such further and other conveyances, and assurances as may be proper and necessary to cary into full effect all the objects and purposes of this indenture, whenever required by the party of the second part. 4. And it is mutually agreed, by the parties hereto, that the said party of the first part may for the purpose of raising money for the completion of the line of railroad hereby leased issue its bonds for a sum not exceeding twenty five thousand dollars per mile of its said railroad and branches, which bonds shall be made payable on the first day of June A. D. 1917, and shall bear interest at a rate not exceeing seven per cent per annum, and shall be payable, principal and interest, in gold, free of United States taxes, and which shall be secured by a first mortgage upon the whole line of said railaoad and branches as aforesaid, with all the franchises and property of the said party of the first part. 5. And the said party of the second part, in consideration of the premises, hereby covenants and agrees, to and with the said party of the first part, that when the said line of railroad hereinbefore described and leased shall be fully completed in the manner aforesaid as a first class railroad, and the same shall have been accepted by it, it will equip the said road with all the engines, locomotives, passenger, freight, platform, gravel, wood and hand and other cars, reasonably necessary to transact all the business of said road, and to transport, without unreasonable delay, alı the passenger and freight which may be offered for transportation over or upon the line of said road. 6. And that from the time the said road shall be completed as aforesaid, the said party of the second part will pay rent for the property herein leased, which rent shall be fixed at the rates and in the manner following, viz: out of the first fifteen hundred dollars per mile of gross earnings in each year, the party of the first part shall receive seven hundred dollars per mile, out of any excess of gross earnings is such year over the said fifteen hundred dollars per mile, until such excess shall reach three thousand dollars per mile, the said party of the first part shall receive thirty-three and one-third per cent. thereof as a further rental; and out of any excess over forty-five hun dred dollars per mile of gross earnings in such year, the said party of the first part shall receive twenty per cent. thereof as a further rental. 7. The said party of the first part hereby covenants and agrees, that as soon as this agreement is executed and delivered by the party of the second part, it will issue and deliver to said party of the second part, for its own proper use, certificates of its capital stock equal in amount to one-half thereof, and will, in like manner, issue to said party of the second part, at any subsequent period, one-half of any further issue of its capital stock, both common and preferred, subject to such instalments as the said party of the first part may call thereon under the provisions of its charter and articles of association, not, however, in any case exceeding ten per cent. of the par value thereof; and in express consideration thereof, the said party of the second part covenants, agrees and gurantees that the minimum amount of rental above specified, for each and every year shall be sufficient to pay and satisfy the interest which shall accrue during each and every year upon the bonds that shall be issued by the said party of the first part, in accordance with the terms of this agreement, as herein before stated. And in case the amount of rental as hereinbefore stated, accruing to the party of the first part, under the terms of this lease, shall not be found sufficient in amount in any one year to pay the interest on said bonds for said year, then and in that event the amount of rental which said party of the second part shall pay for that year shall be the sum which is required to pay the interest on said bonds, and no more; and any deficiency so paid by the party of the second part to satisfy the interest on said bonds, shall not be a charge upon the rental accruing to the party of the first part for any succeeding year. 8. An accurate account of gross earnings shall be made up at the end of each half year after the above railroad shall come into possession, and be accepted by said party of the second part under this agreement, and the rent for such half year shall be payable in the manner hereafter provided; that is to say: First. In order to protect the property and franchises herein described in the possession of the party of the second part, by preventing any default in the payment of the interest upon the bonds aforesaid, the said party of the second part shall pay the interest coupons upon the bonds authorized to be issued herein as they shall severally become due, at its office or agency in the city of New York, upon presentation thereof, and such payments shall be taken as a payment upon the rental herein. Second. If, after the payment of such interest coupons as aforesaid in any such half year, any balance should be due the party of the first part, under the provisions hereof, the party of the second part shall pay to the trustee named in said mortgage the amount then due and unpaid, for that or any previous half year, upon the sinking fund specified in the mortgage which shall be given to secure the payment of said bonds, or any part thereof. Third. Any surplus rental, if any there be, shall be paid to the party of the first part within thirty days after the expiration of each year, such pay. ments to be made at the office of the party of the second part in the city of New York. Provided, however, That whenever it shall be reasonably apparent to the parties hereto that the amount of average yearly rental accruing under the terms of this lease to the party of the first part, shall be sufficient, from the earnings of the year, to pay the interest on the bonds aforesaid and the sinking fund for such year, then and in that event the party of the second part shall pay over to the party of the first part, within thirty days after the close of each and every half year, any surplus rental which shall remain, after payment or reservation of the half year's interest, and the amount then due upon said sinking fund. All such payments shall be made free and clear of and from all taxes charges, impositions and assessments, and such rent shall be so paid during he whole of said term, notwithstanding any future action of either of the parties hereto, or of any majority of the respective stockholders thereof, as to and concerning any other matter herein contained. And in order to secure the individual interest of each stockholder of the party of the first part in and to the said rent, the right is hereby given to each and every stockholder to prosecute such suits as may be necessary in the premises to recover his proportionate amount thereof, using, if needful, the name of the corporation; and this provision may, if desired, be indorsed upon the certificate of stock issued by the party of the first part. 9. The said party of the second part further covenants and agrees that it will maintain the line of railroad hereby leased in good condition and repair, and will maintain the equipment thereof in a suitable and proper condition to transact all the business of said road during the continuance of this lease, and that it will operate the said line of railroad, at all times as the business of said road may require; and that it will keep in proper form the accounts of the business and operations of said line of railroad hereby leased, showing all the receipts to a participation in which the parties of the first part are entitled by their agreement and the source thereof; and a general and approximate abstract of the said business shall be made up as often as once a month, and that it will at all reasonable and proper times submit to the inspection of the said party of the first part, or its authorized agent, the books containing the entries of the gross receipts, and will give any needful and proper information as to the same. 10. Full statements showing the receipts and disbursements on account of the company, on, from and in behalf of the line of the railroad hereby leased, made in such form as to exhibit accurately the amount and character of the gross receipts of the railroad hereby leased, shall be delivered as often as once annually, if required, to the party of the first part, and the party of the second part shall, in due season, furnish to the party of the first part all such statements and information, so far as it may have the control thereof, which shall be necessary to enable the party of the first part to comply with any requirements of, and in the making of reports under its charter as required by the laws of the state. 11. And the said party of the second part does further covenant and agree that in regard to all fines and penalties imposed by law for the commission of any act prohibited, or the omission of any act or duty enjoined in the operation of said railroad, and in respect to all damages or injury to persons or property in anywise arising from the acts or negligence of the party of the second part or its agents, and in respect to damages or injuries to persons in anywise arising or accruing upon said road during its operation and management by the party of the second part, and generally in reference to all inci dental and accidental risks and liabilities assumed by a railroad corporation owning and operating its road, the party of the second part shall become and it agrees to be liable to the same extent as if it were the actual owner of the line of railroad hereby leased, and to assume and pay all such demands and liabilities, and to protect the estate hereby leased against the effect, charge or lien of any judgment or decree rendered on account of such liability. 12. The party of the second part hereby agrees to pay all taxes which may be assessed by virtue of the laws of the state of Wisconsin, or the United States, upon the property hereby leased, and to pay the same in proper time to prevent any incumbrance arising therefrom upon said leased estate. 13. And it is further agreed by the party of the second part, that all of its business to and from Milwaukee shall be done over the railroad of the party of the first part, in preference to other connecting lines which shall not be shorter than the railroad hereby leased, and in respect to all joint business transported on or over the railroads of the parties hereto, the basis of division shall not be less than pro rata per mile to the party of the first part. Such joint tariffs and schedules of price for such transportation shall be made and maintained by the party of the second part as shall best develop the joint and local business and secure to the parties hereto the greatest amount of earnings. 14. And the party of the first part covenants with the party of the second part that it is lawfully possessessed of the premises hereby leased, and has full power to convey the same in manner and form aforesaid, and that the same in the quiet enjoyment of the party of the second part it will warrant and forever defend. In witness whereof, the party of the first part, by its president and secretary, duly authorized thereto, has caused this indenture to be executed in the name and as the act and deed of the Northwestern Union Railway company, by the signature of said president, attested by the signature of the secretary, and have caused the corporate seal of said company to be duly hereto affixed. And the party of the second part, by its vice president and secretary, duly authorized thereto, by the executive committee of their board of directors, who are vested with full power and authority in the premises, have caused this indenture to be executed in the name, and as the act and deed of the Chicago and Northwestern Railway Company, by the signature of said vice president, attested by the signature of its secretary, and have caused the corporate seal of said company to be duly hereunto affixed. As to Charles J. L. Meyer, M. L. Sykes, Jr., and A. L. Pritchard. STATE OF NEW YORK, City and County of New York-ss. Be it remembered, that on this seventh day of May, A. D. eighteen hundred and seventy-two, before me, Charles Nettleton, a Commissioner in and for the said state, appointed by the governor of the state of Wisconsin to take acknowledgement and proof of deeds, etc., to be used or recorded in said state of Wisconsin, personally appeared Charles J. L. Meyer, the President of the Northwestern Union Railroad Company, who is to me personally known to be such, and being by me duly sworn, did depose and say: that he resided at Fond du Lac, in the state of Wisconsin, that he was the President of said company, and that he knew the corporate seal of said company, that the seal affixed to the foregoing instrument was such corporate seal, that it was so affixed thereto by order of the board of directors of said company, and that he signed his name thereto by the like order as the President of said company, and the said Charles J. L. Meyer also acknowledged to me that he had executed the said instrument, and that the same was his free act and deed, and the free act and deed of said company for the uses and purposes therein mentioned. And on said seventh day of May, A. D. eighteen hundred and seventytwo, before me, also, personally appeared M. L. Sykes, Junior, the Vice President of the Chicago and Northwestern Railway Company, and A. L. Pritchard, the Secretary of the same company, who are to me respectively personally known to be such, and being by me severally duly sworn, they did depose and say that he, the said M. L. Sykes, Junior, resided in New York, in the state of New York, that he the said A. L. Pritchard resided in Tarrytown, New York, that he the said M. L. Sykes, Junior, was the Vice President of said last named company; that he, the said A. L. Pritchard, was the Secretary of the same company, that they knew the corporate seal of said last named company, that the seal affixed to the foregoing instrument was such corporate seal, that it was so affixed thereto by order of the board of directors of said last named company, and that they signed their names thereto by the like order as the Vice President and Secretary of said last named company respectively; and the said M. L. Sykes, Junior, and A. L. Pritchard, also acknowledged to me that they had executed the said instrument, and that the same was their free act and deed, and the free act and deed of said last named company for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my official seal. [SEAL.] CHARLES NETTLETON, Commissioner for Wisconsin in New York. 117 Broadway, New York City. STATE OF ILLINOIS-Cook County-ss. Be it remembered, that on this eleventh day of May, 1872, before me, Anson B. Minor, a Notary Public in and for said state of Illinois, duly appointed and qualified, personally appeared James Coleman, Secretary of the Northwestern Union Railway Company, who is to me personally known to be such, and being by me duly sworn, did depose and say: that he resided at Fond du Lac, in the state of Wisconsin, that he was Secretary of said company, that he knew the corporate seal of said company, that the seal affixed to the foregoing instrument was such corporate seal, that it was affixed thereto by order of the board of directors of said company, and that he signed his name thereto by like order, as the Secretary of said company. And the said James Coleman also acknowledged to me that he had executed the said instrument, and that the same was his free act and deed, and the free act and deed of said company for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my official seal. [SEAL.] ANSON B. MINOR, THE LA CROSSE, TREMPEALEAU AND PRESCOTT RAILROAD TO THE CHICAGO AND NORTHWESTERN RAILROAD COMPANY. CHICAGO, January 4, 1875. DEAR SIR:-I have received your favor of December 31st, and send you herewith a copy of the lease of the Northwestern Union R. R. to the Chicago and Northwestern Railway Company. I am unable to find that the Chicago and Northwestern Railway Company has any written lease of the La Crosse, Trempealeau and Prescott Railroad. The Chicago and N. W. Railway Company under acts of legislature of the state of Wisconsin (see chap. 337 of the |