upon by the Department of Justice, and as to it we therefore express no opinion. However, it would seem that if this ownership of stock in parallel lines by the New York Central and Lake Shore violates the Anti-trust law, the offence is as complete now as it would be after the consolidation. The New York Central's relation to lake lines will be considered in connection with cases before us under the Panama Canal act.

By the Commission. [SEAL]

GEORGE B. MCGINTY,

Secretary.

LEASE

West End Street Railway Co.

Boston Elevated Railway Co.

THIS INDENTURE, made in duplicate, this day of A. D. 1897, by and between the WEST END STREET RAILWAY COMPANY, a corporation existing under and by virtue of the laws of the Commonwealth of Massachusetts, party of the first part, and hereinafter denominated the "Lessor," and the BOSTON ELEVATED RAILWAY COMPANY, a corporation existing under and by virtue of the laws of the said Commonwealth, party of the second part, and hereinafter denominated the "Lessee,"

WITNESSETH, That the said parties, each for itself, its successor and assigns, and each in consideration of the grants, covenants and engagements herein made by the other, have granted, covenanted and agreed, and do hereby grant, covenant and agree, each to and with the other, and its successor and assigns, as follows, to wit:

I.

The Lessor doth grant, assign, transfer, demise and lease unto the Lessee, its successors and assigns, subject to all legal obligation and encumbrances thereon, its railway and property of every description; including therein its railway, branches, tracks, sidetracks, road-beds, lands, stations and station grounds, viaducts, shops, car-houses, powerhouses, buildings, fixtures, cars, horses, rolling stock, machinery, tools, furniture, patents, licenses, telegraphic and electrical apparatus, poles, wires, conduits, equipment, material and supplies and cash on hand at the inception of this lease, and all accounts and notes receivable, whether secured by mortgage or otherwise, and all rights, franchises, easements, privileges and appurtenances thereto belonging, together with the right to demand and receive all tolls, rent, revenue, income and profits of the demised premises; including therein, subject to all the duties, obligations and undertakings thereby imposed, all the rights, privileges and powers granted and conveyed to the Lessor by a certain contract between it and the City of Boston, acting by the Boston Transit Commission, dated December 7th, A. D. 1896; and also including therein, subject to all legal obligations and encumbrances thereon, all the right, title and interest of the Lessor in and to any and all street railways operated by it, directly or indirectly, 1 Described by E. S. Meade as "one of the most carefully drawn leases ever executed." Corporation Finance, p. 380.

under lease or operating contract or through ownership of stock or otherwise, and in and to any stock of other street railway companies, all dividends thereon, and its right of voting thereon, and in and to any bonds, obligations and contracts of or with other corporations or individuals and all income or other advantages and benefits to be derived therefrom.

TO HAVE AND TO HOLD all and singular the demised premises to the Lessee, its successors and assigns, for and during the term of twenty-four years eight months and nine days from and after the first day of October A. D. 1897, the said Lessee keeping and performing the covenants herein contained on its part to be kept and performed and yielding and paying rent for the said premises to the amount and in the manner following, to wit:

1. The Lessee shall pay all operating expenses of the Lessor and of all railways of which it shall come into possession under and by virtue of this instrument, there being included therein, as part thereof, all repairs and, subject to the provisions of Article VI., all renewals; all expenditures arising out of any contract, obligation, business, negligence or misfeasance, or however otherwise arising, and whether the liability for the same now exist or be hereafter created, in any way connected with the use and operation of the demised premises, except the scheduled indebtedness hereinafter mentioned, and including damages to persons or property, insurance, taxes of every description, federal, state or municipal, levied upon the Lessor's property, income, business, franchises or capital stock, or by law required to be deducted from any amounts payable upon the Lessor's stock; all expenses consequent upon or incidental to the renewal or refunding of the Lessor's indebtedness, or that of any company for which it is responsible; all necessary legal expenses of the Lessor; all expenses incidental to the transfer and registration of the Lessor's stock and bonds, provided that the Lessee shall have the right to designate from time to time the registration and transfer agents, and if at any time. the Lessor is dissatisfied with the responsibility of any transfer or registration agent so designated another agent shall be designated. unless the Arbitral Board hereinafter mentioned shall approve of the continuance of the first agent; any expenditures hereinafter declared to be operating expenses; and the expenses of maintaining the organization of the Lessor, for which expenses, in addition to sufficient and suitable offices in Boston, with appropriate furniture and fittings to be supplied by the Lessee, there shall be paid to the Lessor at the end of each successive six months during the term of this lease, the sum of Three Thousand Seven Hundred and Fifty ($3,750) Dollars; provided, however, that the Lessor shall, from the proceeds of

bonds heretofore issued or authorized, or of stock or bonds, or both, hereafter to be issued and authorized, as provided in Article IV., from time to time repay to the Lessee all sums which the Lessee shall pay on account of any indebtedness existing at the date hereof which has been incurred for permanent additions or improvements to the demised property, or which it may be obliged to pay under any existing contract for like purposes, or which it may be obliged to pay for the purpose of completing any work in the nature of such permanent additions or improvements already in part or in whole contracted for by the Lessor; and provided further that the Lessor shall at the expiration or earlier termination of this lease reimburse the Lessee for all sums which it, the Lessee, may be obliged to pay on account of any indebtedness or liability of the Lessor existing or incurred prior to the inception of this lease other than for permanent additions or improvements, and also for such proportional part of all rentals, taxes, interest and dividend charges on preferred and common stock, as shall have accrued prior to the date hereof and shall be paid by the Lessee.

2. The Lessee, during the continuance of this lease, shall pay, as the same may from time to time become due, the rental of any railway of which it shall come into possession, by virtue of this lease; shall pay to the holders thereof the interest on the existing indebtedness of the Lessor and on the existing indebtedness of any street railway company whose indebtedness the Lessor is under obligation to pay, a schedule whereof is hereto annexed, and the interest upon any future indebtedness created in the manner hereinafter provided. The Lessee shall assume and pay the current expenses and indebtedness upon open account of the Lessor outstanding at the inception of this lease, and the same shall be accounted for and reimbursed to the Lessee from the proceeds of stock or bonds as hereinbefore provided so far as the indebtedness is for permanent additions or improvements, and at the expiration or earlier termination of this lease so far as the indebtedness is not for permanent additions and improvements. The Lessor shall turn over to the Lessee all cash on hand, all bills, notes and accounts receivable outstanding at the inception of this lease, and all sums received thereon and all cash on hand shall be accounted for and paid over to the 'Lessor without interest at the expiration or earlier termination of this lease, together with a sum equal to all then accrued and unpaid rentals, taxes, interest and dividend charges on preferred and common stock; provided, however, that so far as proceeds of bonds heretofore issued under authority of the Railroad Commissioners or authorized by them are received by the Lessee under this Indenture, such proceeds shall be applied by the Lessee to the specific purposes for which said bonds were authorized,

and the Lessee shall not be obliged to account therefor except by showing that such proceeds have been so applied.

3. The Lessee shall on the first day of April, 1898, and thereafter on the first days of October and April in each year during the continuance of this lease, pay to each holder of record of common stock of the Lessor a sum equal to one dollar and seventy-five cents for each and every share of common stock so held by him, and shall, on the first days of January and July in each year, during the continuance of this lease, pay to each holder of record of the preferred stock of the Lessor a sum equal to two dollars per share for each and every share of preferred stock so held by him; it being the intent hereof that the holders of common stock of the Lessor shall receive three and one-half (3) per cent. semi-annually, net, and the holders of preferred stock four (4) per cent. semi-annually, net, during each and every year this lease continues in force. The Treasurer of the Lessor shall, at least five days before each date of payment, furnish the Lessee with a certificate list of holders of record of the common or preferred stock of the Lessor entitled to dividends on such date.

II

The Lessee, as assignee hereunder of the contract of the Lessor with the City of Boston for the use of the subway, dated December 7th, 1896, hereby assumes all liabilities of the Lessor under said contract, shall punctually pay to the City of Boston the compensation therein stipulated at the times and in the manner therein set forth, and shall fulfil every obligation, express or implied, therein devolved upon the Lessor in the same manner and with the same effect as if said contract had been made with the Lessee.

Such alterations of said subway and its approaches as may be necessary to connect the same with the Lessee's road and to adapt the same to the use of the Lessee's road, shall, if made by the Lessee, with the approval of the Transit Commission, be borne exclusively by the Lessee; if, however, said alterations are made by the Transit Commission upon request of the Lessee, pursuant to the provisions of section 12 of chapter 500 of the Acts of 1897, nothing herein shall be construed as requiring the Lessor to make or join in any agreement respecting the same; provided, however, that at the expiration or earlier termination of this lease, said subway, if it shall then be in the control of the Lessee, shall be delivered to the Lessor in as good order and repair as the same shall be in when the use thereof shall be begun under said contract, and so that the same shall be equally well fitted for the independent use and operation thereof by the Lessor.