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representing the said Berkshire Rail-road Company, for the time being, under this contract.

In testimony whereof, unto this instrument in duplicate, the said West Stockbridge Rail-road Corporation have caused the said Henry W. Taft, Thomas Cone and Sylvester Spencer to subscribe their names and affix the seal of said corporation : and the said Berkshire Railroad Corporation have caused the said Robert F. Barnard, Charles W. Hopkins and Alfred Bishop to subscribe their names and affix the seal of said corporation the day and year first above written.

Seal of the
W. S. R. R.

Corp.

Signed, sealed and de HENRY W. TAFT, livered in presence of

'THOMAS CONE,
GEORGE W. PALMER, SYLVES'R SPENCER,
John J. Kellogg, to three first.

R. F. BARNARD, Berkshire
C. W. HOPKINS, R. R.
A. BISHOP,

Company.
E. F. ENSIGN, witness to sig. of

Barnard, Hopkins and Bishop.

Seal of the
B. R. R.

Corp.

[ COPY. ] This indenture, made and executed this day of April, 1814, between the West Stockbridge Rail-road Corporation, by Henry W. Tafi, Sylvester Spencer, Thomas Cone and Ashbel Cone, specially authorized thereunto of the first part, and the Hudson and Berkshire Railroad Company, by Josiah W. Fairfield and Seneca Butts, specially authorized thereunto of the second part, witnesseth

That whereas, the suid party of the second part have for years occupied and improved the rail-road, buildings and fixtures of the said party of the first part, under temporary arrangements between the parties; and whereas they are now desirous to make a permanent agreement and contract for the use of the same: And whereas, also the said West Stockbridge Rail-road Corporation did, on the sixth day of February last past, enter into a contract with the Berkshire Rail-road Corporation, by an instrument in writing of said date, signed by Henry W. Taft, Sylvester Spencer and Thomas Cone, on behalf of said West Stockbridge Rail-road Corporation, and by Robert F. Bar

nard, Charles W. Hopkins and Alfred Bishop, on the part of said Berkshire Rail-road Corporation, and did thereby grant to said Berkshire Rail-road Corporation, the right to use and occupy their road, buildings, and fixtures, or a moiety thereof, or certain rights and priv. ileges therein, subject to the regulations and restrictions set forth in said contract :

The said party of the first part doth covenant and agree with said Hudson and Berkshire Rail-road Company, that they shall have the right to use, occupy and improve the West Stockbridge Rail-road, jointly with the Berkshire Rail-road Corporation, and the sole and exclusive use and possession of the grounds, buildings and fixtures of said party of the first part, (not granted to the said Berkshire Railroad Corporation, by the contract aforesaid,) during the continuance of said West Stockbridge Rail-road Corporation, without molestation or disturbance from said party of the first part, their agents, servants or assigns, so long as the said party of the second part shall fulfil the stipulations and agreements, by them hereinafter made.

And the said party of the second part doth hereby covenant and agree, with said party of the first part, for the use of the road and buildings as aforesaid, to pay the sum of nine hundred dollars per year, said payment to be made on the first day of April in each year hereafter, during the continuance of this contract, to the Treasurer of the West Stockbridge Rail-road Corporation, at his office in the village of West Stockbridge.

And the said party of the second part doth further covenant and agree to pay one half the expense of keeping said West Stockbridge Rail-road, buildings and fixtures in good repair, during the existence of this contract, and to assume, fulfil and discharge all the agreements, obligations and liabilities of the said party of the first part, in their contract with the Berkshire Rail-road Corporation, made on the sixth day of February last, as aforesaid, respecting the repairs of said Railroad, and the manner of making the same, and that they will not call upon the party of the first part to make good any deficiency in the repairs, occasioned by the failure of the Berkshire Rail-road Corporation to fulfil the agreements by them made in said contract, respecting the same, so long as the said contract remains in force and not res. cinded.

And the said party of the second part doth further covenant and agree, with said party of the first part, that they will assume and perform all the agreements and obligations made by the said party of the

first part in the contract aforesaid, with the Berkshire Rail-road Corpo ration, respecting the time and manner of running trains on the said West Stockbridge Rail-road, and respecting the charges for the transportation of freight and passengers-and that they will defend the said party of the first part against any action or demand made upon the said party of the first part, by the said Berkshire Rail-road Corporation, for alleged breach of any of the covenants or agreements made by the said party of the first part, with the said Berkshire Rail-road Corporation, in their contract aforesaid, which, by the terms of this instrument, the said party of the second part are to assume and perform.

And the said party of the second part doth covenant and agree, with said party of the first part, that they will defend them against any action or indictment, either at common law or founded upon any statute of the Commonwealth of Massachusetts, which shall arise in consequence of any act or omission of the said party of the second part, their servants or assigns ; and will pay all damages, costs and expenses, awarded against or sustained by the said party of the first part, in consequence of said action or indictment.

And the said party of the second part doth further covenant and agree to defend the said party of the first part, against any claim which may be made by the Albany and West Stockbridge Rail-road Company, to be allowed to run their trains over the West Stockbridge Rail-road, under the provisions of the 5th section of the act incorporating the West Stockbridge Rail-road Corporation; and if a court of competent jurisdiction shall decide in favor of the claims of the Albany and West Stockbridge Rail-road Company, then this contract shall terminate, at the option of the said party of the second part.

And the said party of the second part doth further covenant and agree, that if they shall run trains over said West Stockbridge Railroad, during any portion of any year hereafter, during the continuance of this contract, when the Berkshire Rail-road Corporation would, by the provisions of the contract aforesaid, be bound to pay to the party of the first part (if the party of the second part did not run trains upon the road,) the sum of one hundred and fifty dollars per month, and so the said sum shall be reduced to seventy-five dollars per month, they will, on the first day of April then next following, pay to the said party of the first part such a sum, in addition to the sum of nine hundred dollars, as before provided, as will make up and assure to the said party of the first part, any deficiency created by the reduction of the monthly payments of the Berkshire Rail-road Corporation, as aforesaid.

And whereas, in the contract before mentioned between the West Stockbridge Rail-road Corporation and the Berkshire Rail-road Corporation, it is provided that the said West Stockbridge Corporation may lease or sell the entire road to the Berkshire Corporation, the parties to this contract do covenant and agree with each other :- Firstly, that the party of the second part may assign and transfer to the said Berkshire Rail-road Corporation this contract, and all the rights and privileges therein granted, and subject to all the conditions and obligations therein set forth. Secondly, that ibis contract shall terminate on the first day of April next following the bona fide sale by the party of the first part, of the rail-road, buildings and fixtures thereto belonging.

And the party of the second part doth further covenant with the party of the first part, that the Hudson and West Stockbridge Marble Association shall, on or before the first day of September next, by a good and sufficient deed, duly acknowledged, with the usual covenants of warranty, convey to the party of the first part, all the land purchased of said association by the party of the first part, and long used for a depot ground and buildings in the village of West Stockbridge, and to furnish annually, to the party of the first part, such statements as may be requested by the directors of the West Stockbridge Rail-road Corporation to enable them to comply with the provisions of the Statutes, in their annual report to the Legislature. And the said party of the first part doth covenant and

agree

with the party of the second part, to choose all the necessary officers for the government and organization of the West Stockbridge Rail-road Cor. poration, and comply with all the legislative provisions respecting rail-road corporations; but the party of the second part shall receive the grant of the rights and privileges given them in this indenture, subject to all the restrictions and regulations imposed by future legislative enactments.

And whereas the party of the second part is the holder of certain shares of capital stock in the West Stockbridge Rail-road Corporation, the parties to this contract do mutually covenant and agree, that whenever said party of the second part shall assign and transfer said stock or any part thereof, they shall, within three days after, give notice thereof to the treasurer of said West Stockbridge Rail-road Corporation—but said transfer of stock shall not take effect as against said West Stockbridge Rail-road Corporation, until the second day of April next succeeding such transfer; and the assignees of such stock shall not be known or recognized as stockholders in any dividend which may be

made as of the first day of April next succeeding such transfer, or any intermediate semi-annual dividend, but such dividend shall be made and declared as if such transfer had not taken place; and further, that whenever the party of the second part shall dispose of so much of their stock aforesaid, that less than two hundred shares shall remain in their possession, the rent or annual payment of nine hundred dollars shall become due and payable in quarterly instalments of two hundred and twenty-five dollars on the first days of January, April, July and Octo. ber in each year thereafter, to the treasurer of West Stockbridge Rail. road Corporation as aforesaid.

And it is further understood and agreed between the parties hereto, that this instrument shall be construed to grant to the party of the second part, only such rights and privileges, and such part of the road and buildings as are not granted to the Berkshire Rail-road Corporation by the contract aforementioned, dated Feb. 6, 1844, and as are not inconsistent with the terms of said contract-and that, in case of the termination of the contract with the said Berkshire Rail-road Cor. poration, the rights, privileges and estate therein granted, do not pass to the said Hudson and Berkshire Rail.road Company under this contract, but revert to the said West Stockbridge Rail-road Corporationand that this contract shall commence and have force from the first day of April current.

And the party of the second part doth further covenant and agree with the party of the first part, that if they shall assign this lease to the Berkshire Rail-road Corporation, as before provided, it shall be on the condition that the rent reserved, of nine hundred dollars per annum, shall be paid to the treasurer of the West Stockbridge Rail-road Cor. poration, in equal monthly payments of seventy-five dollars each, on the first day of each and every month thereafter.

And it is further understood and agreed between the parties, in modification of the foregoing stipulation respecting the transfer of stock, that for any number of shares sold, not exceeding sixty, the assignee shall be entitled to his certificate, after notice of transfer as aforesaid ; and for all shares sold, exceeding that number, the assignee shall be entitled to his certificate, upon payment by the party of the second part, to the party of the first part, of four dollars for each share transferred, to be applied on account of rent.

In testimony whereof, the said West Stockbridge Rail-road Corpo. ration have caused the said Henry W. Taft, Sylvester Spencer, Thomas Cone and Ashbel Cone, to set their hands and affix the seal of said

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