N.Y. Rapid Transit Law § 91: Procedure under plan

§ 91. Procedure under plan. a. Upon the completion of such plan, but

before final adoption thereof, the commission shall hold a public

hearing thereon at which citizens shall be entitled to appear and be

heard. The commission shall transmit a copy thereof to the board of

estimate of the city and to each of the railroad companies which owns,

leases or operates any of the railroads included therein with a request

for the statement of the views of such board of estimate and such

railroad companies thereon. Such board of estimate and each such

railroad company may transmit such views and be heard thereon within a

period of time to be prescribed by the commission. Thereafter the

commission, from time to time, may make such changes in or modifications

of such plan as the commission in its discretion may deem to be

advisable. The commission shall then formally adopt the plan and call

upon each of the railroad companies which owns, leases or operates any

of the railroads included therein or whose leasehold, contract or other

interests are to be acquired to inform it within a period of time to be

fixed by the commission whether it accepts such plan. Any such plan as

formally adopted by the commission may provide that the commission, with

the approval of the board of estimate, from time to time, shall

determine whether and when a sufficient amount of the securities to be

adjusted have been deposited under or have otherwise assented to the

plan to render it advisable to declare the plan operative, and in such

latter event the plan shall not be or become operative until so declared

by the commission with the approval of the board of estimate. If the

railroad companies or one or more of them do so accept, or if in the

judgment of the commission a sufficient number of them so accept as to

justify carrying out the plan, and if the board of estimate also

approves the plan, and the plan is or is declared operative in

accordance with its terms, the board of estimate shall take all such

action as may be necessary or convenient to carry out the plan. All

deeds, assignments or surrenders of leaseholds and contracts and other

interests, leases, mortgages, contracts and other documents shall be

approved by the commission.

b. The plan may include all the railroads or systems of railroads and

controlling or leasehold interests therein which the commission decides

should be included thereunder or may in the first instance include one

or more railroads or systems of railroads, or controlling or leasehold

interests therein and may thereafter, with the approval of the board of

estimate be amended or supplemented at any time or from time to time,

either before or after the completion thereof, to include one or more

additional railroads or systems of railroads, or controlling or

leasehold interests therein as the commission may decide, or there may

be several plans each comprising different railroads or systems of

railroads. The commission, if in its judgment such action is necessary,

but only after a public hearing, and with the consent of the board of

estimate and of each railroad company whose railroads or interests

therein are included therein, from time to time may modify such plan

after formal adoption thereof. The commission may further extend any

period of time prescribed in this article or by it thereunder with like

authority.

c. The grant of power herein conferred shall embrace, and the words

"the railroad" as used herein shall be deemed to embrace, contracts and

leases for the use and operation of railroads, including existing

contracts and leases between the city and a railroad company for the

construction, equipment, maintenance and operation of railroads under

this chapter; provided, however, that the acquisition of any such

contract so made by the city or its transfer to the city shall not

operate as a merger or cancellation of such contract, unless otherwise

provided in the plan, but such contract may be held in trust by the city

for the beneficiaries thereunder, including the city, as provided in the

plan until such time as the obligations in respect thereto under the

plan shall have been discharged.

e. Railroads and interests therein may be acquired by the city subject

to all or any mortgages that may be existing thereon. In the event that

railroads or interests therein are acquired in whole or in part subject

to existing mortgages, all the obligations of any mortgage subject to

which the railroads are acquired in its discretion, may, and if required

by the terms of such mortgage, shall be assumed by the city, provided,

that any such acquisition and assumption shall in no respect increase,

diminish, alter or otherwise affect any rights vested in the trustee or

the bondholders under any such mortgage.

f. The plan and any contract, lease or mortgage made in pursuance

thereof may contain such other terms, conditions and covenants, not

inconsistent with this article, as the commission or board of estimate

shall deem to be necessary or advisable, including provision whereby

elevated railroads or portions thereof acquired by the city may be

removed under arrangements between the mortgage trustees and the board

of estimate.

g. After the approval of such plan, as provided in this section, and

thereupon, if the plan is or is declared to be operative in accordance

with its terms, the board of estimate may consummate the transaction by

the execution and delivery of the deeds of conveyance and instruments of

transfer, leases, mortgages, contracts and all other instruments and

documents, necessary or advisable for carrying the plan into effect

which shall be approved by the commission.

h. All the provisions of this article and all powers hereby granted

with reference to railroads and properties and interests therein shall

likewise apply with equal force and effect to recaptured railroads;

provided, however, that nothing contained in this article with respect

to recapture or recaptured railroads shall alter or affect any rights or

remedies of the city or of any railroad company under any existing

contract.

i. If, pursuant to a plan, the city shall become the owner or holder

of securities of a corporation owning the railroads to be acquired under

the plan, or the securities of a corporation holding the securities of

such owning corporation, or securities to which such railroads are

subject, such securities shall be delivered into the custody of the

comptroller of the city. The city, acting by the board of estimate or by

such person as the board of estimate may designate, may exercise such

powers with respect to such securities as might any other holder hereof.