LEASE FOR 101 YEARS
Southwestern Railroad Company
to
Central of Georgia Railway Company
October 17, 1895
Lease for 101 Years.
Southwestern Railroad ComPany
to
Central of GeorSia Railway ComPany-
October 17, 1895.
W. H. Tinkkr, Printer, Macon, Ga.
Recorded in every County
through which the road runs
or enters, and in Chatham
County.
Ubls indenture, made the 17tli day of October, One thous¬
and eight hundred and ninety-five, between the Southwestern "Rail¬
road Company, of the first part, and zbc Central of Georata
Railway Company, of the second part, both of said parties being
corporations under the laws of the State of Georgia.
HClbereas, the railroad of the Central Railroad and Banking Com¬
pany of Georgia was heretofore sold- under decree of foreclosure at a
certain judicial sale on the seventh day of October, 1895, at the city of
Savannah, Georgia.
End Wbereas, tlie purchasers and their associates have formed
and created under the General Kailroad Law of Georgia, approved
December 17, 1892, ami the amendments thereto, the new corporation
known as the Central of Georgia Railway Company, which has acquired
title under such sale to the said railroad of the Central Railroad and
Banking Company of Georgia ;
Hlld WbCtCUS, by the express terms of the said General Railroad
Act, approved December 17th, 1892, and the amendments thereto, said
corporation so formed by the purchasers acquiring title at said sale is en¬
titled to exercise and enjoy the same rights, privileges, grants, franchises,
immunities and advantages which belonged to and were enjoyed by
"the Central Railroad and Banking Company of Georgia;
and wbereas, by an Act of the Legislature of the State of
Georgia, approved the 22d day of January, A. D., 1852, the Central
Railroad and Banking Company of Georgia was authorized to lease and
work for such time and on such terms as might be agreed on by the
parties interested, the Southwestern Railroad and such other railroads as
then connected or might thereafter connect with the Central Railroad, and
the said Southwestern Railroad Company was authorized to lease its rail¬
road to the said Central Railroad and Banking Company of Georgia for
such period of time and on such terms as it might deem best;
Hlld WbCrCUS, on June 24th, 1869, the said Southwestern Railroad
Company executed and delivered under its corporate seal a perpetual
lease of all and singular its railroad, appurtenances, equipment and fran¬
chises to the said Central Railroad and Banking Company of Georgia,
under and by authority of the said act of the Legislature of the State of
I Georgia of January 22d, 1852, last aforesaid, under which lease said Cen-
tral Railroad and Hanking Company of Georgia has since hitherto held
possession of and operated the said Southwestern Kaiiroad ;
Hltb Wbereas, tlie sai(l leasehold estate of the said Cental Railroad
and Hanking Company of Georgia in and to the said Southwestern Railroad
under the said lease aforementioned has by force of ami under judicial
proceedings passed to and become vested in the said Central* of Georgia
Railway Company, party of the second part;
Hub Wbereas, the said party of the .second part, having become
so vested with the said leasehold estate, is desirous to hereby modify and
renew the said lease in the manner hereinafter more specifically set forth,
to which modification and renewal the said Southwestern Railroad Com¬
pany, party of the first part, has assented and agreed ;
Hllb WbCrCaS, the party of the second .part was organized under
and by virtue of the laws of the State of Georgia, and is by such incor¬
poration vested with the charter rights of the original Central Railroad
and Hanking Company of Georgia, including the powers vested by the
Act of January 22, 1852, as well as all the powers, liberties and franchises
granted by the General Railroad Act of December 17th, 1X92, and all
Acts amendatory thereof and supplemental thereto :•
1R0W, tbls 'Indenture Witnessetb, That the said Southwestern
Railroad Company, hereinafter called the lessor, for and in consideration
of the covenants, conditions and agreements hereinafter'set forth on
the part of the' said Central of Georgia Railway Company, hereinafter
called the lessee, hath demised and to farm let, and by these presents
doth demise, lease and to farm let, all the railroad - of the said lessor
leading and runing from .Macon, in the State of Georgia, to Columbus,
Fort Gaines, Albany, Rlakely and Perry, in the State of Georgia, and to
Columbia and Eufaula, in the State of Alabama, and all its branches, as
the same are now constructed, and with the extensions thereof, to .other
points which may hereafter be constructed, including the right of way,
roadbed, depots, stations, warehouses, wells, cisterns, engines, cars, fix¬
tures, machinery and all property iwhatsoever, real and personal, con¬
nected with and appertaining to ihe said lessor, or owned by the said
lessor, together with the rights, members and appurtenances to the same,
belonging, or in any manner appertaining, unto the said lessee.
XCO bdVC HUb to b.olb tl|e same and every part thereof, with the
appurtenances, unto the said lessee' from the first day of November,
Eighteen hundred and ninety-five, for the full term of One hundred and one
years, and renewable in like periods upon the same terms forever. The
3.
right to renewals shall ho in conformity with the laws authorizing it, and
for the period that the corporate existence of the lessee may he continued.
Upon the said tirst day of November, 1895, the said lessor shall give
to the said lessee exclusive possession and control of the said lessor's
railroad and its appurtenances and all other property of the said lessor,
and permit-it to exercise through its proper officers henceforth all its
franchises and all rights, privileges and control over the same which the
said lessor has or might exercise over and with regard to the same if this
demise were not made, except as to the organization of the lessor and
also to receive, control and dispose of all the earnings of the said lessor's
road ami to merge the same with the earnings of the said lessee.
And the said lessee hereby covenants and agrees to and with the
said lessor that during each and every year of the continuance of the
term hereby granted, ami any and all renewals thereof, it will pay to the
said lessor the sum of Two hundred and tifty-nine thousand, live hundred
and fifty-five Dollars ($259,555), being equal to five per centum upon the
amount of the capital stock of the said lessor now outstanding, the first
payment hereunder to be made on the first day of January, A. D., 1896,
and payments thereafter to be made semi-annually on the first days of
January andiJuly in each and every year.
And the said lessee hereby further covenants and agrees to and with
the said lessor that from and after the first day of November, A. D., 1895,
it will pay the current expenses incident to the working and manage¬
ment of the said lessor's railroad, ami all the debts and claims against the
lessor company which shall, either by the action of the said lessee, its officers,
agents or employees, or t»y authority or assent of the said lessee, become
due; also all federal, state, county or municipal taxes and assessments,'
ordinary or extraordinary, then resting or thereafter to be lawfully im¬
posed upon the lessor or its property under its charter and the Constitu¬
tion and Laws of the State of Georgia or of the United States; also all
damages to person or property adjudged or decreed against the lessor as
owner of the property and franchises herein demised, including- those
adjudged or decreed against the lessee which may arise, grow out of or
enure from the possession, use or operation of the lessor's property, or any
of its rights, privileges or franchises whatsoever; also to assume, arrange
for, pay off and liquidate, without expense or liability of any sort to the
lessor, all lawful claims or liabilities whatsoever in suits or actions now
pending against the lessor, or which may at any time hereafter be brought
against it for anything done whilst being operated under the lease to the
Central Railroad and Banking Company of Georgia, dated June 24th, 1809,
4
and particularly the suits and actions brought against the lessor in the Circuit
Court of the United States, for the Southern District of Georgia, in the
Eastern and Western Divisions thereof, in favor of the Farmers' Loan
& Trust Company, as Trustee, to foreclourse certain so-called tripartite
bonds of the lessor and other companies, and also the suitof the Mutual
Life Insurance Company ^and others, holders of the bonds of the Mont¬
gomery and Eufaula Kail way Company to enforce a guaranty of the
lessor. It is the intention of this contract that the lessor shall have and
receive during the period of this lease, and of any and all renewals
thereof, the amount of said rental free from and without any deduction
whatsover for any portion of said so-called tripartite bonds, or Inmds of
the Montgomery and Eufaula Hail way Company, on which it appears as
guarantor, or the interest on them or any of them. Hut nothing herein
contained shall be construed as to make the lessee or any of its officers,
agents or employees in any way liable or responsible for any indebtedness,
or liability which may be created or arise from' the acts' of omission or
commission of any director or other officer or employee of the lessor unless
done at the express instance or request or assent of the lessee; but neither
party to this contract shall in any manner become liable for the acts of
the other party, except in so far as they herein expressly authorize it.
lu addition to the amount hereinbefore covenanted to be paid as
rental, the lessee will further pay to the lessor an amount to pay the
salaries of the President and of the Secretary and Treasurer of the lessor
during the continuance of this lease, and all renewals thereof, provided
8uch. sums shall not exceed the sum of Twenty-five hundred dollars
($'2,500) in any one year; and further amounts sufficient to provide and
furnish to the lessor all necessary stock, account and transfer books,
stationery and offices for the President and Secretary and Treasurer, and
all necessary expenses connected with the transfer of stock of the lessor
and the advertisement for and payment of its dividends and in¬
cident to the meetings of the Hoard of Directors of the lessor, or of its
stockholders; and, further, that it will give to the President and Directors,
and to the Secretary and Treasurer, of the said lessor, free transportation
over the railroads owned or leased by the lessee, in the same manner as
free transportation shall be accorded to the corresponding officers of the
lessee.
And the said lessee hereby further covenants and agrees to keep in
as good order and repair as when it shall receive possession and control
of the same, the said lessor's railroads and other property' and appur¬
tenances; and in case it shall fail to pay any semi-annual amount of the
0
rent as hereinbefore fixed on the first days of January or July in any year
for the space of six months after the same shall become due and payable
as hereinbefore provided, and be demanded by the lessor, it shall then be
lawful for the Board of Directors of the said lessor to terminate this lease
and enter and resume possession of said railroad with the appurtenances
and all other of its property hereby demised, and from thenceforth this
indenture and the estate, rights and privileges hereby granted, and every
clause and article herein contained, shall cease, determine and be void.
And the said lessee will thereupon deliver immediate and peaceable
possession to the said lessor of said railroad and other property and
appurtenances hereby demised in as good order as it received the same?
replacing such as shall have been consumed by use or otherwise disposed
of with other similar property of equal value.
And both parties hereto hereby covenant and agree to and with eacli
other that they will respectively, at any and all times after the date of
these presents and during the continuance of this lease and all renewals
thereof, make, execute and deliver such other conveyances, transfers and
instruments in writing, and do such other things as shall be considered by
counsel learned in the law necessary to give full effect to this lease or
any part thereof.
It is understood that nothing herein contained is in any wise to affect
the corporate character or existence of the said lessor, but that it is to main¬
tain its corporate organization during the continuance of its charter, whether
as now framed or as it may hereafter be extended or amended, to the fullest
extent necessary to preserve its charter and protect the rights of its
stockholders. And the lessee hereby expressly covenants to and with the
essor, that it will do and perform all things necessary to the maintenance
o! the franchise and of the said lessor and the performance.of all its duties
to the State and the public, save and except the maintenance of the
organization of the lessor herinbefore provided for; and that it will
not do or permit to be done or omit or permit to be omitted any act or
thing necessary to be done by the lessor for the maintenance of its charter
and franchises.
It is further agreed that this modified and renewed contract of lease
shall operate and be taken as to the powers, duties and liabilities of the
parties thereto and in all other respects in substitution for those contained
in the original lease contract of June 24th, 1869, the said powers, duties
and liabilities of which original contract it is hereby agreed are no longer
operative or in existence, except as herein expressly provided.
lit WitnCSS Wbereof, the President of said lessor being thereunto
f>
authorized bj7 resolution of its Board of Directors, adopted on the 31st day
of October, 1894, has hereunto affixed the seal of the said corporation and
caused the same to be signed by its President and countersigned by its
Secretary, and the, said lessee has by like resolution of its Board of
Directors, adopted on the 17th. day of October, 1895, hereunto affixed its
corporate seal and caused the same to be signed by its Vice-President
and countersigned by its Secretar}7 in duplicate the day and year first above
written.
Signed, sealed and delivered "> The Southwestern7 Railroad Co.,
in the presence of us, )
W. A. C. Ewen, (L. S.) by U. T. Wilson, President'.
Alfred C. Joplino.
Attest: W. S. Brantly, Secretary.
Central of Georoia Railway Co.,
(L. S.) by R. L. Andkrton, Jr., First Vice-President.
Attest: W. E. Findley, Secretary.
(L. S.) Wili.iaai II. Clarkson,
Commissioner for State of Georgia in New York.
Office, 115 Broadway, New York City.
i
State <>t New Yoke ^
- ss. :
City and County of New York, ^
lie it remembered that on this 31st day of October, A. 1)., 1895, before
me, William II. Clarkson, a Commissioner of the State of Georgia, in New
York City, in the the State of New York, personally appeared, Ralph L.
Anderton, jr., the First Vice-President of the Central of Georgia Railway
Company, to me personally known to be the individual who as such First
Vice-President, executed the foregoing instrument, who acknowledged
that as such First Vice-President, and for and in behalf of the Central of
Georgia Railway Company,he executed the same, and caused the corporate
seal of said Company to be thereto affixed for the uses and purposes therein
named and mentioned, having, as such officer signed the same in my pre¬
sence and in the presence of the other subscribing "witness thereto
And personally appeared before me at the same time and place R. T
Wilson, the President of the Southwestern Railroad Company, to me per¬
sonally known to be the individual who as such President executed the
the foregoing instrument, who acknowledged that as such President and
for and in behalf of the Southwestern Railroad Company, he executed the
same and caused the corporate seal of said Company to be thereto affixed
for the uses and purposes herein named and mentioned, having first as
such officer signed the same in my presence and in the presence of the
other subscribing witness thereto.
Witness my hand and seal, hereto set and affixed, this 31st day of
October, 1895.
William II. Clarkson,
Commissioner for State of Georgia in New York.
Office, 115 Broadway, New York City.
DUPLICATE EMORY UNIVERSITY DUPLICATE
11432256