ssl IMAGE EVALUATION TEST TARGET (MT-3) // 1.0 Mi 1.25 ItitM 123 ut ly 12.2 2.0 Hi U 11.6 HioliDgraphic Sciences Corporation 33 VVUr {^'.Ai* WIUTEI.N.V (716)173- CIHM/ICMH Microfiche Series. CIHM/ICMH Collection de microfiches. Canadian Institute for Historical Microreproductions / Institut Canadian de microreproductions historiques Technical and Bibliographic Notas/Notas tachniquas at bibliographiquas 1 t Tha Instituta has anamptad to obtain tha bast original copy available for filming. Faaturaa of this copy which may ba bibliographically unique, which may alter any of the images in the reproduction, or which may significantly change the usual method of filming, are checked below. □ Coloured covers/ Couverture de couleur I I Covers damaged/ D D D v/ D D Couverture endommagia Covers restored and/or laminated/ Couverture restaur^ at/ou pellicula |~~| Cover title missing/ Le titre de couverture manque Coloured maps/ Cartas gAographiques an couleur Coloured ink (i.e. other than blue or black)/ Encra da couleur (i.e. autre que bleue ou noire) □ Coloured plates and/or illustrations/ Planches et/ou illustrations en couleur D Bound with other material/ RaiiA avec d'autres documents Tight binding may cause shadows or distortion along interior margin/ La re liura serrAa paut causer de I'ombre ou de la distortion le long de la marge intirieure Blank leaves added during restoration may appear within tha text. Whenever possible, these have been omitted from filming/ II se peut que certainas pages blanches aJoutAas lors d'une restauration apparaissant dans la texte. mais, lorsque cela Atait possible, ces pages n'ont pas *t« filmias. Additional comments:/ Commentairas supplAmantairas: L'Institut a microfilm* la maillrur exemplaira qu'il lui a iti possible de se procurer. Las ditails de cet exemplaira qui sont paut-Atre uniques du point de vue bibliographique, qui peuvent modifier una image reproduite, ou qui peuvent exiger una modification dans la mithoda normale de filmage sont indiqute ci-dessous. r~n Coloured pages/ Pages de couleur Pages damaged/ Pages endommagias Pages restored and/oi Pages restaurAas at/ou palliculAes Pages discoloured, stained or foxei Pages dicolorAes, tachetdes ou piquies Pages detached/ Pages ditachias Showthrough/ Transparence Quality of prir Quality inigala de I'impression Includes supplementary matarii Comprend du material supplAmantaira Only edition available/ Seula Edition disponible I — I Pages damaged/ □ Pages restored and/or laminated/ Pages r~p\ Pages discoloured, stained or foxed/ I I Pages detached/ r~71 Showthrough/ I I Quality of print varies/ r~~1 Includes supplementary material/ n~| Only edition available/ 7 P f C b t s o f s o T si T v« d ai b( ri re m Pages wholly or partially obscured by errata slips, tissues, etc., have been rafilmad to ensure tha best possible image/ Les pages totalament ou partiallemant obscurcias par un fauiliat d'errata, una pelure, etc., ont M filmAes A nouveau da fa^on A obtanir la maillaure image possible. This item is filmed at tha reduction ratio checked below/ Ce document est filmi au taux de reduction indiqui ci-dessous. 10X ux 18X 22X ux 30X 7 - 12X 16X aox 24X 28X 32X The copy filmed here het been reproduced thenks to the generosity of: Library of the Public Archives of Canada Thr* >>"iages appearing here are the best quality po^^sibie considering the condition and legibility of the original copy and in keeping with the filming contract specifications. Original copies in printed paper covers are filmt J beginning with the front cover and ending on the last page with a printed or illustrated impres- sion, or the beck cover when appropriate. All other originel copies are filmed beginning on the first page with a printed or illustrated impres- sion, and ending on the last page with a printed or illustrated impression. The last recorded frame on each microfiche shall contain the symbol — »• (meaning "CON- TINUED"), or the symbol y (meaning "END"), whichever applies. IMaps, plates, charts, etc., may be filmed at different reduction ratios. Those too large to be entirely included in one exposure are filmed beginning in the upper left hand corner, left to right and top to bottom, as many frames as required. The following diagrams illustrate the method: 1 2 3 :x L'exemplalre filmA f ut reproduit grAce A la gAntrosit* de: La bibliothAque des Archives publiques du Canada Les images suivantes ont AtA reproduites avec ie plus grand soin, compte tenu de la condition et de la nettet6 de l'exemplalre filmA, et en conformity avec les conditions du contrat de filmage. Les exemplaires originaux dont la couverture en papier est ImprimAe sont filmte en commenpant par Ie premier plat et en terminant soit par la dernlAre page qui comporte une empreinte d'impression ou d'iilustration, soit par Ie second pSat, salon Ie cas. Tous les autres exemplaires original x sont fiimte en commengant par la premier i page qui comporte une empreinte d'impression ou d'iilustration et en terminant par la dsinlAre page qui comporte une telle empreinte. Un des symboles suivants apparaltra sur la dernlAre image de cheque microfiche, selon Ie cas: Ie symbols -^ signifie "A SUIVRE", Ie symbols V signifie "FIN". Les cartes, planches, tableaux, etc., peuvent Atre fiimte A des taux de rMuction diffArents. Lorsque Ie document est trop grand pour §tre reproduit en un seul ciich*, 11 est fiim^S A partir de Tangle supArieur gauche, de gauche A droite, et de haut en bas, en prenant Ie nombre d'images nAcessaire. Les diagrammes suivants iliustrent la mithode. r :f ■ ; : P 2 3 4 5 6 mm A THE GKAl THE THE ST. TH THE ,. I miLi( AGREEMENT FOB AMALGAMATION BETWEEN Ui THE GRAKD TRUNK RAILWAY COMPANY OF CANADA EAST, THE QUEBEC & RICHMOND RAHJIOAD COMPANY, THE ST. LAWRENCE & ATLANTIC RAILROAD COMPANY, THE GRAND JUNCTION RAILWAY COMPANY, THE TORONTO & GUELPH RAILWAY COMPANY, AND THE ENTERED INTO PRINTED BY J. STARKE & CO. 1866. .iJ'A ■ T * 5 iW AMALGAM ■■: made on th an.! \\ ,;^T. J TfflS DEE eight hund way Company Railroad Com Company of Richmond Ra rence'and At Toronto and C Atlantic and part ; and Wi and the Hon eighth part. WHEREAI passed in the i "An Act toil certain persons Trunk Railw^ make and com the Towns of \ Kingston, thei to a point in Osnabruck, th Ottawa, and a< the Two Moun to the City of shall be lawful themselves, in i the necessary c railway and w sterling, such 6 sterling, each ; the number of clw^tion and qu AMALGAMATION AGREEMENT. THIS DEED is made on the twelfth day of April, one thousand j^^ ^r *De«i, 12th. eight hundred and fifty-three, Between the Grand Trunk Rail- -^p'"' ^"»- way Company of Canada, of the first part ; the Grand Junction 3 Railroad Company of the second part ; the Grand Trunk Railway sonting to dewi u Company of Canada East, of the third part ; the Quebec and *" '*"'* "" Richmond Railway Company, of the fourth part ; the St. Law- rence and Atlantic Railroad Company, of the fifth part; the Toronto and Guelph Railroad Company, of the sixth part ; the Atlantic and St. Lawrence Railway Company, of the seventh part ; and William Jackson of Birkenhead, England, Esquire, and the Honorable John Ross, of Belleville, Canada, of the eighth part. WHEREAS by an Act of the Provincial Legislature of Canada, ^^^ ^^ ^3^ g^ passed in the sixteenth year of Her Ma,jesty's Reign, intituled, or3"T?unk Ra^if. ' "An Act to incorporate the Grand Trunk Railway of Canada," w^^compjn^of certain persons were incorporated under the title of The Grand Trunk Eailway Company of Canada^ and were authorised to make and complete a railway from the City of Toronto, through the Towns of Port Hope, Cobourg and Belleville, to the City of Kingston, thence through the Towns of Brockville and Prescott to a point in the Eastern Boundary Line of the Township of Osnabruck, thence to St. Raphael's, and thence to the River Ottawa, and across the said River to a point between the lake of the Two Mountains and the Village of St. Ann's, and thence to to the City of Montreal ; and by such Act it is provided, that it shall be lawful for the Company to raise and contribute among themselves, in such proportions as to them shall seem convenient, capiui, £3,ooo,oo» the necessary capital for making, completing and using the said railway and works, not exceeding the sum of Three Millions pterling, such sum to be divided in shares of Twenty-five Pounds Hterling, each ; and certain provisions are therein contained as to the number of Directors of tlu> Company, and the appointment, election and ({ualification of such Directors ; and by such Act it •i AMALGAMATION AOREEEMENT. ProTtaci«*gaM«ntee^s alflo provided, that the guarantee of the Province maybegiveni t«n^olT8ooo,''8terr to the Company thereby incorporated, to an amount not exceeding ™tl'r*io.bM to? the sum of Three Thousand Pounds for every mUe in length of pIS3«dfnuii*woru' t^© ^aid Railway, and that so soon as it shall be ascertained by the Report of any Engineer, to be appointed for the purpose by the Grovemor of the Province, that one hundred thousand pounds sterling has been actually, and with due regard to economy, ex- pended on the said Railway by the Company, in works or mate- rials delivered on the ground, or both conjointly, the guarantee of the said Province may be given to the extent of Forty Thou- sand Pounds sterling, and so toties quoties whenever it shall be ascertained in like manner that another sum of One Hundred Thousand Pounds sterling has been so expended, until such gua- 6 rantee shall be given to the extent thereby limited. AND Amoant of Provln. ^ r* i i n i t ^ ciai Bonds to be isnu- whcreas, such Company has been formed, and the amount of «d to the Grand Tniiik i i^ ■, -n ' • X ri ^ • ^ - i-i Railway Company, Bonds 01 the Provincial Government which is authorised to be issued under the provisions of the said act and of the different acts recited therein, is One Million and Thirty-five Thousand Contract wtih Jack- Pou^ds. AND whcrcas by an agreement dated the fourteenth B«u!'date "141^1)* ^^y of December, one thousand eight hundred and fifty-two, be- «™c^"'t/.e"G?antween The Grand Trunk Railway Company of Canada, of the XTewitSitagprmUe first part; and William Jackson, Samuel Morton Peto, Thomas Brasscy and Edward Ladd Betts, all of the City of London, (hereinafter called the Contractors,) of the second part, the contractors agreed to make, construct, complete and equip the said Grand Trunk Railway, at the rate of seven thousand six hundred and twenty-five pounds sterling per mile, on the terms Bwondcomrart with and conditions in such contract mentioned. AND whereas, by ■nd''uetu!'m"o In Provincial DcLen- lioii and tlurtv-hve thousaiKi pounds sterling, in Canadian Pro- ttirt^t X982 500 In comimny'B Doben- vincial (Jovenimeut Del)cntures, payable in twenty years, in Loii- tureii, X982,600 In , , .... c- , , , „. •Jiocw. don, and ineantuno Ixsaring interest at feix {)er cent, payable halt- yearly in London ; nine hundi-ed and eighty-two thousand five hun- dred pounds in Deljontui-es of the Company, payable in tweiity- livc years, in London, and meantime bearing intoivst at the rale ol I Six per cent. and eighty-t)i« Company; ai Stock, should Baring, Esqui Peto and Thoi (therein and 1 ferred, as the sales should b< require, and si should be ma<] was thereby si. and Stock so Government I the whole lin opening ; and certify that th in the purchai brought on th( be given to th amount of sue month from th certify the vali vided during si a like oixler sh sum equal in n such certificate certificate shou tion, the balan( so much of the as set aside for had not been e; and in such coi said Trustees, ( tioncd, out of 1 thereby also pr completed and completion of j Company to ac forth at their o Contractors sh( that, if ihe Con 1)0 relieved fron e(jnal to the cx] on the plant pr( AMALGAMATION AGREEMENT. 5 Six per cent, payable half-yearly in London ; and nine hundred and eighty-two thousand five hundred pounds, in Stock of the Company ; and that such Debentures, and the certificates for the Stock, should be handed over to George Carr Glyn and Thomas Debenturli and stock Baring, Esquires, on behalf of the Company, and Samuel Morton c.Gi^n'^Th^B'iSng' Peto and Thomas Brassey, Esquires, on behalf of the Contractors, xhomisBrS^'Md (therein and hereinafter called the Trustees,) to be sold or trans- couSh.'^"'''"" ferred, as the Contractors should direct, and the proceeds of such sales should be invested in such security as the Contractors should require, and should constitute the fund from which the payment should be made to the Contractors, as therein provided. And it was thereby also provided, that the interest on the Debentures and Stock so sold or transfeiTed, and also on the Provincial contmctoiitopay in- Government Debcntm-es, should be paid by the Contractors, until andV^k^mu^he the whole line of Railway should be completed and ready for """""^y *• ^^^ opening ; and that when the Engineer of the Company should I certify that the Contractors had expended fifty thousand pounds I in the purchase of land, or in works and materials, or plant I brought on the line, and in payment of interest, an order should I be given to the Trustees for payment of sixty per cent, of the 12 I amount of such certificate, and that at the end of each calendar at the rate of eo per I month from the date of the first certificate, the Engineer should monthly certificates. I certify the value of the work done, and plant and materials pro- I vided during such previous month, and thereupon, in like manner, a like oixler should be given for a like payment, or transfer of a sum equal in nominal amount to sixty per cert, of the amount of such certificate ; and so toties quoties when, and as each monthly certificate should bo given, and on the final certificate of comple- 13 tion, the balance remaining in the hands of such Trustees, except je40,ooo set aside for ° . ^ the payment of Salar- 80 much of the sum of lorty thousand pounds, therein mentioned ie»i &0- as set aside for the payment of the expenses of the Company, as had not been expended, should be paid over to the Contractors ; and in such contract is contained a provision for payment, by the said Trustees, of the salaries and other expenses thei'ein men- tioned, out of the said sum of forty thousand pounds ; and it is thereby also provided, that if any section of the line should be completed and stocked, so as to bo ready for traffic, before the completion of the whole railway, it shall be at the option of the Company to accept such portion, and to woi'k the same thence- forth at their own risk, and if they should decline to do so, the 14 ' Contractors should be at liberty to open and work the sjime, and coWc* aiiy"portiorftf that, if ihe Company accepted such option, the Contractors should whole""!! completed! lie relieved from the payment of interest on an amount of capital reilascdVromihe'pay" t'»^«o ^tMi Bonds which the Company would be entitled to require, under M»yofc\'im5aKaSi*^® P'^^^^'^^^ ^^ *^° bcfore mentioned Act, Is four liundrcd aud to b* XM»,ooo. fifty-nine thousand pounds. AND whereas, by a contract bearing ,9 date the twenty-third day of March, one thousand eight hundrcd p2?o'r'BrMwy"«n" *»^ fifty-throe, matlo iKJtwccn The Grand Trunk Railway Company •uuctionof'.ier«d',of Canada East, of the first part, and the said William Jackson, ia58ffor'lei,aa'ooo; Samuel Morton PeU), Thomas Brassey, and Edward LaddBotts, with wme coiidlUoni l,„-o:n„ff,,, M pncedU-g oontiact UCreinaiW'l called the contractors, of the second part, the con tractors agreoil with the Company to purchase and provide the land necessary for the Railway, and to make, construct and equip the same, in manner thcrcin luontiomHl, on or before the first Novcnilxjr, one thousand eight hundred and fifty-eight, for the sum of one million, two hundml and twenty-four thousand pounds ; and by such contract it is provided that, if any si^ction of the Line should bo completed and stocked before the eiitirt! Railway is finished, it should be at the option of the Company to accept such portion and to work tlie same at their own risl(, and if they should decdine to do so, the contractors should Ik' ;it liberty to oj)en such portion at their risk and for their benefit, tho satM ; aiui it lid eighij-i.., . J *■•!' iiio Com- ';.; •J Emidred*' >ueh paj- - s? . ill© Gmi; , r 'i fclsc provi' »•..•> mo III ■ and that, on tractors sho amount of ( opened, and is thereby pr namely, fou Canadian Pi thousand fi^ pany, and tl pounds, in s ments shall hereinbefore Trunk Railiif therein name recited contr payment of t a similar pro the modificaj The Grand 1 inbefore recil the provisioi thorising an the contract the Company the nccessaiy in the capita carrying int( and, that in such additioi between the contractors fi of tlio Raihv before referrc Legislature < Majesty's lie "Junction 1\ the purpose, Btructing am countiy layii tain cxtonsii sanction of 1 capital of the to bo divided »nd to bo ri Company ha 20 AMALGAMATION AGREEMENT. and that, on such portion being opoied by the G(Hnpany» the con- tractors should be relieved from the payment of interest on an amount of Capital equal to the expeni^ture on the section so opened, and on the plant provided for working the same ; and it is thereby provided, that such contract sum shall be paid as follows, payment to be m namely, four hundred and fifty-nine thousand pounds sterling, in x^J^^o gterung, in Canadian Provincial Debentures, three hundred and eighty-two Sissa"^''^*^^ thousand five hundred pounds sterling, in debentures of the Com- luJ^g"'^''3''82^^iJ^*,'SrI pany, and three hundred and eighty-two thousand five hundred ''"*^ " *"''''* pounds, in stock or shares of the Company, and that such pay- ments shall be made in the same manner as is provided by the hereinbefore recited agreement for the construction of The Grand Trunk Railway, witii a provision for the retention by the Trustees therein named, (being the same Trustees as are named in the last at recited contract,) of the sum of thirteen thousand pounds, for the aside for payment'or payment of the salaries and other purposes therein mentioned, and *■**'* a similar provision is contained in the now reciting agreement, for the modification thereof, in the event of the amalgamation with The Grand Trunk Railway, to that contained in the lastly here- inbefore recited agreement, and by such contract, after reciting the provisions of the Railway Clauses Consolidation Act, au- thorising an increase in the Capital of the Company, and that the contract with the contractors, amounted to a larger sum than the Company are at present authorized to raise, it is provided that the necessary steps shall be taken to enable an increase to be made in the capital of the Company, for the purpose of more eftectually j„ ^^^ th!f company carrying into effect the provisions of the now reciting contract, ]^^^°^ !«"«« amount and, that in case the Company shall not be authorised to create aJro^gmolug^'to ""bo such additional capital, such equitable arrangement shall bo made cnrnprtny'^nnd *^o between the Contractors and the Company, as will relieve the ^''"'■"'="'"' contractors from the obligation to construct and equip the whole of tiie Railway, except on payment of the contract sum herein- before referred to. AND whereas, by an Act of the Provincial ss Legislature of Canada, passed in the sixteenth year of Heriiicorpiratiner''thB Majesty's Reign, and intituled, " An Act to incorporate the Grand way coulpwiy reoiud. " Junction Railway Company," a Company was incorporated for the purpose, among other things, of laying out, making, con- structing and finishing a Railway, on and over any part of the countiy laying between Belleville and Peterborough, with cer- tiiin extensions thereof, subject, however, to the approval and . , sanction of the Government of Canada, and by such Act, the capital of the Company is fixed at the sum of One million pounds, ^^ j^j ^^4^^ j,^^ to be divided into fii'ty thousand shares of twenty pounds cach,P'"'X»<'''«*>)Ow*i<=<'o and to bo raised as therein mentioned. AND whereas, such Company has been fonned^ and by a contract dated the twenty- 1 1 Hi 8 AHALOAHATION AOREEMEITF. 35 Contnot for the oon> ■trnotion of the Onnd Junction Railway, by Jackion. Peto, Bras'y and Belte, daied 23rd March, 1853, for the ■am of X40O,O0O, from Bellerille to Peter lx)r- ongh. 98 Payment lo be one hair In Company's Debentures, and one half in Stock. Railway be comple- ted on or tjcfore Ut January, 18fi9. 33 InterettonUebcntnrca and .Stock to tie pni<'<'<> 8ieriu>g. sterling, to be paid as follows, viddicety two hundred and fifty Payment to be made thousand pounds sterling, in Debentures of the Government of ^''^^''^Vieninf, in the Province, one hundred thousand pounds in Debentures of 11ie^7(x!r(»o ste'^llis^ Company, two hundred and five thousand pounds in Cash, being ^205^^ "4^incaih the produce of shares subscribed for in England, and the balance ^^'^fi^ "s- >" 8*°«'' after crediting the amount which might be paid upon shares subscribed for in Canada, in shares of the Company ; and by such contract it is provided, that the Contractors shall pay half- contracion to paj yearly, in sterling, in London, interest at the rate of six poimds ^a uJibemorefc"!* per cent, on the amount of shares and debentures which may be issued by the Company. AND whereas, an Act of the Provincial 44 Legislature of Canada, was passed in the eighth year of the reign of incorporwlng""^ h^ Her present Majesty, intituled, " An Act to incorporate the Saint bnnc RJuroad com- Lawrence and Atlantic Railroad Company," under which a Com- '**"^' "* " ' pany was incorporated and empowered to construct a Railroad from the River Saint Lawrence, opposite the City of Montreal, in the general direction of St. Hyacinthe and Sherbrooke, to the boundary line between Canada and the United States, at such point as would best connect with the Atlantic and Saint Law- rence Railway, and by such Act, the Company was empowered to raise a capital of six hundred thousand pounds currency, with a capital, X6oo,ooocv. power to raise an additional sum of five hundred thousand pounds £600,000 cy. more. currency. AND whereas, an Act was passed in the tenth and 46 11 p 1 • !• XT •»«• • • 1 -I ActlOkll Vicueap. eleventh years 01 the reign of Her present Maiesty, entituled, es, amending f..rmer ., . A 111- • 1 CI • X Act, and extending " An Act to amend the Act incorporating the oaint Lawrence ihe powers of me and Atlantic Railroad Company," and to extend the powers of 47 die said Company,' and three other Acts have been since passed „^ « , , . 1 i> -, Three subieqnent for the purpose of amending and enlarging the powers of the Acispaised, exicnd- ci-T li, .T..1 ^ 1 '"* powers of the baint Lawrence and Atlantic Railway Company, under the last J'''™p»"y' ^'^^ of which Acts, and an agreement executed in pursuance thereof, |8fc.i4Viet. cap. 11& the Saint Lawrence and Atlantic Railway Company, are now entitled to that portion of the Atlantic and Saint Lawrence Rail- way, which lies between Island Pond and the boundary line of the Province of Canada. AND whereas, the said Saint Lawrence ^ and Atlantic Railway is nearly completed, and the capital which ^^^'^J^^^p''*^ Jf]*"* they are authorised to raise, is one million, two hundred and {^"y'amhongfd to™e twenty-five thousand pounds currency, of which, the sum of two Jf {*226,ooo cy.""' '* hundred and forty-six thousand, one hundred pounds, or there- abouts, has been raised by shares, and six hundred and thirty- three thousand pounds sterling, or thereabouts, by borrowing ; and it is anticipated that the sum of three hundred thousand pounds sterling, will be required for the purpose of fully completing and Si? 12 AMALGAMATION AOBEEEMEMT. 40 Prorlneial Deben turea to ihe amount o( Xfl7,80O held hr the St. Lawrenc* m Atlaiitio R. R. Co. SO Act 16 Vict cap. S9, empowering any raiU wajr (orminif mn of the Main Trank Line to parcbaxe any otiier Line, recited. 81 Aet to apply to the St. Law re ice & At- lantic RsUway. 02 Prnviiions of the aet 16 Vict. cap. 39, re- cited. eqtupping the said Railway. AND whereas, Provinoial Deben- tures to the amount of sixty-seven thousand, eight hundred pounds, have been issued to the said Saint Lawrence and Atlantic Railway Company, and are now held by them. AND whereas, by an Act of the Provincial Legislature of Canada, passed in the fifteenth and sixteenth years of the Reign of Her present Majesty, intituled, " An Act^to empower any Railway Company whose '' Railway forms part of the main Trunk I line of Railway through- " out the Province, to unite with any ot] er such Company or to " purchase the property and rights of any such Company, and to '' repeal certein Acts therein mentioned, incorporating Railway " Companies," it is provided that it shall be lawful for any two or or more Companies foitned, or to be hereafter formed for the purpose of constructing any Railway which shall form part of the Main Trunk Line of Railway, contemplated by the Legislature, in pissing an Act of the fourteenth and fifteenth years of Her present Majesty, intituled, " An Act to make provisions for the " the construction of a Main Trunk Line of Railway throughout " the whole length of this Province," to unite together as one Company, or for any one of such Companies to purchase and ac- quire the property and rights of any one or more of such Com- panies. And it is thereby declared, that the provisions of the now reciting Act shall apply to, and include the Saint Lawrence and Atlantic Railroad' Company, and the whole of the Railway which that Company are empowered to construct, and shall also apply to, and include any Company which may have been formed by the union of any two or more Companies under this Act. And it is thereby also provided, that it shall be la^vful for the Directors of any such Company as aforesaid, to agree with the Directors of any other such Company or Companies that the Companies they respectively represent shall be united as one Company, and by such agreement, to fix the terms upon which such imion shall take place, the rights which the Shareholders of each Company shall possess, after such union, the number of Directors of the Company after such union, and who shall be such Directors until tlie then next election, the period at which such next election shall be held, the number of votes which the Shareholders of either Company shall respectively have thereat, the Corporate name of the Company after any such union, the time when the agreement shall take effect, the By-Laws which shall apply to the united Company, and generally, to make such conditions and stipulations touching the terms upon which such union shall take place, as may be found necessary for the determining the rights of the said Companies respectively, and of the Shareholders thereof, after any such union, and the modo in which the business of the Company AM.MtcAM'T;' "'■ R.' )eben- undred ..,'.,] y.t i.">'u ■'»!». ■ tlantic eas,by in the *tpa*i ajesty, whose rough- y orto r sjach r, Jk Aw held by thtim. mtitjirifti li#ig(i«kCttro of* Oajuvia, pftArtfi+ii M- ft , .liTtoiikiuJiiBoi' 1'- ■ -' ,) t >• -•. tri 'It'''.;- v.-'f,h nvM ; *littjr-3uch 0'fm{mn;, ;>hn*uf)»! ti'.; i ha Ift^viu! ;Ui'; ftny J.'.rl' ■,'<,viB |«LCl, of IIh a Avr •j» ibi' iiuy'icii(»h hi. ti> •, Gal's t ft ■. fjjv-r^.nt M«io:-'v, .)iU"»,!'sK •■ Ati Act, t'>. jjtrf.cia p«w*»i' .1 u> |nm'h(i4«i «; ■ ■ '^ Jl) I. i '■ . . _. .I'l '>i»/ { .',, .i',, •' i' »!.ii " ' ^'i.i.i.i •'^ •in: r'lVi < M I . «. '„.,'; ,'"",, i ^ ■ ',«'!•' «>, ■(' >.^ ' ."il ■ ■■ ^ l.>Hj(||.t'V •■ I !■ " . ;■■ , ■;-.«>•. Vrtti • jJt(•l:•,^^"?^•> I ,i (iv|^ « M .1; T .iJ" '• V ''• '. .i';-.>:;, •in (Jr.r >S' I 'A lU' ' V .' ' jiAjn' ',;'(;■■' » 'i'lM i •':>' i" I ^i » "> ■ ;'i - * ..'i iJl''.> !' ' ■ ' f' till " ' ■ ■" ' '■ ■ ■'('■- ■Itrill'MtJ" I I, U, 0)ll».( shall be ma thereby alsi have been n panies whic the Sharehc provided by ticularly, th the said ag and if at si panies conc( of the Shar proxy, be gi shall have i thereof not i an Act of three-fourth mcetinp;, in such agreen no other me like purpose tile first me< sidering anj of the time ' and not af te and after th of two or m tended to k lion by the shall bo inv be respon.iil piirtios to HI poration wi would be cii union bo cii union, an(i such union, tinned and union, by t And it is tl I' K<)n, as al shall Ik? C(H and thoy m the total ail thoivby fur will mtikc AMALGAMATION AGBBEMENT. 13 shall be managed and conducted after any such union. And it is thereby also provided, that whenever any such agreement shall MeettagS'of share- have been made, as aforesaid, the Directors of each of the Com- 1},°' re"fytag''%?'d>- panies which it is to affect, shall call a special general meeting of ■"^'^ll^uon"""' the Shareholders of the Company' they represent, in the manner provided by law for calling such general meetings, stating par- ticularly, that such meeting is called for the purpose of considering the said agreement and of ratifying or disallowing the same, and if at such meeting of the Shareholders of each of the Com- panies concerned, respectively, three-fourths or more of the votes of the Shareholders attending the same, either in person or by proxy, be given for ratifying the said agreement, then the same shall have full effect accoixiingly, as if all the terms and clauses thereof not inconsistent with the now reciting Act, were enacted in g^ an Act of the Legislature of this Province; and if less thanJ2|^««-^o"^'J^»o,^^*e three-fourths of the votes of the Shareholders present at s«ch I;°''J«';''. '« Rimll be ciiii'l to the coin biiie union. iind they may raise by loan or otherwise, any sum not excee« only 1 • I »• i r ii i* ii /i • v la, ciMstou by uiesuch utuou, Diixjctors ot moix) than one ot the Companies tor- shwaiiuUari. ming tlic siuno, who have Iteen ajjpointed by the (iovernor, of ^ Caniula, then sucli of the said Dii-ectors as the Governor sliall designate, shall retire from oflice so as to reduce the numl)er of Government Dii-ectors to six, and the Diix-ctors eleeti"*! by tlio • '^1 ii " Muut2t;ai j iifiwr»:.u»:, li'OBi ^. B«4 pwiit iv^-i*ajii» lis V ef (. ■:■ hi' r- 'i'ui-^. , \ »< , •', . , i!w»- '/.e.i .*■.(, (n»,Ovi''-i^4^ ^. ! -. (^' t;i;>^ .!■< «•■■■' l::;! i. ■ ' 'm it's >''<)!5«>'ii -Je^ ' ■ ■'■ • ---- -, ••- utb: : It:'* "MM.iii:' v^i'-l'l'u^vi .,:,]■■■ "■;.':= -f.' » -jr ;?"<:, ■?;• ,!,;i-. ■,■;! fy^i 1 : r , ...... .......... J .... ........ .. ,. ', . ^=....*. ..|*.i r^^f^f.-. .-.''»|^ -.^^.., .., » . ■ ■r ■ . j, •' 1 1; :» !•(! , ir.iii :iV' V :,''. ) ! ' •' ,' ». .1-.. ...- "i . J,. -i, .> i: I.,...! fofpfd* l1 /■ T' ■ ** part « awiittk '^mt (■■ ■■■ty llailMtvy >ti V! - ■. "-- .■■-i--L .V'' ■ tWD'. ■ -i-'iv •", , > '^j'i^'J- >'{.« a>,'',<; I'l-^ Mill t ,«M'iV;;*i^ ,;!, .it -■:ii'' ; ''V '»'■■'*■■'■''• Hl<'l.'*^^'* r ' ll'Ml'M ih.\'- ■> i-^ ■■.■'•■.«- •!■• ■ I'. ,:■■■• ■;••»., , . '■»-;;'tC, '-sill $<:•!■..' '.iK ,V ,| l| tl. ,;<■.•' •.■' l.l'l 'l,r*7' , ^liuf!* (■"'(•(■.' < ■!',! ''» ;i)- if -r- ivi:.i',\f(,' }:h<' \. ;•-.;'■ : • i-i iK'Cit.'i'- •■■.- -iU'lV.iill»i ',■'•'' '• ■, > ■ • . '■•■: .'•>.;,.,a ■>! iS, ! '' ;, Shareholde: in office un termined w. under the I whereas, bj passed in tl " An Act t " Bridge ov « the City ^ Railway C( formed by \ Railway Cc full power a called and ] Saint Lawii ti-eal, to sor the Parish o side of the said Parish^ piers, statio may be nee AND it is the Directoi incixjaso the not excecdi pounds ster AND when Akrch, in t fifty-three, Canada, by their beluiH Morton I'ct after called piiaaing of l)oforo recite Couij)anies make, buil( the River h or {)r()perly sections un payments t inudo, to CO period th(M that, in ct pounds, to AMALGAMATION AGREEMENT. 15 Shareholders of each of the united Companies, who shall remain ^ in office until others shall be elected in their stead, shall be de- termined according to agreement made by the said Companies under the Provincial Act first therein cited and extended, i. AKD j^^, ,g ^^ ^^^ ,5^ whereas, by another Act of the Provincial Legislature of Canada, ^("^''c^itef a rIiiw^ passed in the sixteenth year of Her present Majesty, entituled, b;!^«„^«;j*JJ«„8^ " An Act to provide for the construction of a general Railway "«>'e"i- " Bridge over the River Saint Lawrence, at or in the vicinity of " the City of Montreal," it is provided, that The Grand Trunk ga Railway Company of Canado, or any Company which shall be RaUwa/ coii)pllJly"o'f formed by the union of the said Company with any one or more |^t?S« sich"Brid^"" Railway Companies, under the Act in that behalf, shall have full power and authority to construct a Railway Bridge to be gg called and known as the "Victoria Bridge," across the River toria^Bnds^!*^*" "' Saint Lawrence, from some point in the City or Parish of Mon- ti-eal, to some point in the Parish of Antoine de Longueuil, or in the Parish of Laprairie de la Magdeleine, and to construct on either side of the said River and within the said City, or any of the said Parishes, such Branch Railways, wharves, embankments, piers, stations, inclined plains and other works of any kind, as may be necessary for the convenient using of the said Bridge. AND it is thereby further provided, that it shall be lawful for the Directors of the Company, constructing the said Bridge, to capital stocic of th» ' •' " ^ Company construct- inci-oaso the capital stock of the said Company, by such sum |"k "«:h BrWRo to be *^ r J' .7 Increased Xl,600,O0O not exceeding the sum of one million five hundred thousand S'*'""*- pounds sterling, as might be requisite for the constructing thereof AND whoroaH, by an agreement made, the twenty-tliiixl day of ^j^^j^^ ^^^^ ^krch, in the year of our Lord one thousand eiglit hundred andJ^^J^J'jii'i^M, ^with fifty-three, between Tlio Grand Trunk Railway Company of'^y^^JJ^j^^^^/^/^'^J^"; Canadii, by the Honorable John Ross, duly authorised to act on their behalf, of the one part, and William Jackson and Samuel Morton I'oto, Thomas Bmsscy, and Edward Ladd Betts, herein- iifter called the Contractt)rs, of the other part, subject to the passing of the Bill therein recital, being the act lastly herein- Ixjforc recited, and subject also to the amalgamation of the several Companies Iwing carrietl into effect, the Contractors agreed to make, build, construct and complete the said Tubular Jridge over the River St. Lawrencis at Montreal, with all works necessarily or properly appurtenant thereto, in acconlanco with the plans and sections and specifications thereunto aimexed, and in case the payments thereinafter 8tipulate ' time be made, under the provisions of the " Railway Clauses " Consolidation Act" 4. THE Stock or Shares of the Quebec and Richmond Rail- The 'stock of the way Company, shall become stock or shares of the same nominal Ra° way company, "to amount in the Capital of the United Company, and shall rank on u,"ucd* company,'''" the Register of the United Company, as stock or shares upon u.'"* '"* ""'"''' ^"'^ "" which so much is paid as shall, at the time of the amalgamation, have been actually paid thereon. ^ 5. THE Stock or Shares of the Saint Lawrence and Atlantic Company shall (subject to such e(iualization as may bo necessary for the conversion thereof from currency to sterling money) be- come stock or shares of the same nominal amount, in the Capital of the United Company, and shall rank on the register of the United Company, as stock or shares upon which so much is paid as shall at the time of the amalgamation have been actually paid thereon, and in addition, the United Company shall take upon it- self as part of the liabilities and obligations of the United Com- pany, the sum of seventy-five thousand pounds, being the estim- ated amount of the arrears of interest duo to the Shareholders of the Saint Lawrence and Atlantic Company, and with which aum the arrears will be fully 'lischarged. 74 The stock of the St. Lawrence Ic Atlantic Railway Company, to rank as stock of tho ITnllcd Company with so much paid on It. 75 X75,000 sterling:, to he paid to iho stock- holders of the Saint Lawrence & Atlantic Hi\ilrond Company, tor arrears oflnterest }: 18 AMALGAMATION AGREEMENT. The •toJk of the ^- ^0 much of the Stock or shares of the Toronto and Guelpb Bi7wiycSmp°ny'''toI^ilwa'y Company, as have already been issued, shall also (sub- MUedcompHnywUhJ^* *^ such eqnilization as shall be necessary for conversion from ■o much puid on it. CuTTency to Sterling money,) become stock or shares of the same nominal amount in the Capital of the united Company, and shall rank on the Register of the United Company, as stock or shares upon which so much is paid as shall at the time of the amalga- mation have been actually paid thereon, and in addition thereto, the United Company, shall take upon itself as part of the liabil- xawo sterling to be ities and obligations of the United Company, the sum of Two palil lo iho Slock- " , Vi hoideriofiiie Toronto thousand pounds, as arrears of interest to the Shareholders in the and Uui'lpli Railway iz-iii-n-i /~i compwiy. Toronto and Guelph Railway Company. ^ 78 The stock of the r«- 7. THE Stock or shares of the remaining Companies, together Tmllfa^MockTnWith the unissucd capital of the three Companies last before ""'"°''"'*^°"'P'"y- mentioned, and any additional capital which any of the Com- panies may have authority to raise, shall (subject to the equali- zation of such portion as is Currency, into Sterling money) rank as stock or shares of the snmo nominal amount in the United Company, and be disposed of as part of such stock or shares. unismed'provineiai ^- ALL Pi'ovincial Debentures which at the time of the effec- KranyofiiJ'e^com-ting 0^ ^^^ Said amalgamation, shall be held by any or either of panies, to becc the property of the Uaited Ci Liompony. panies, to become ^jjg gj^jj Companies, and not issued to the Public, shall become the Property of the Unitetl Company, and shall be held at the disposal of such Company. 9. TEE united capital shall be applied to the general purposes of the united undertaking. The unite^d Company 10. TIIE United Company shall forthwith create stock ur bharog ammmtof x4,8fi'4,8oo to thc aggi'ogate amouut of Four millions eight hundral and sixty- x35M«f'uDg,''eich.'''^ four thousand, eight hundred pounds sterling, in shares of twenty- five pounds each. 81 „^ „ . .„ 11. TIIE United Company shall also create Debentures hcrc- The Umted Company t •hall create " con- inaftor Called " Convertible Debentures" to any aggregate amount, " veriihie" Uoben- •' "^ " H^J^ii" '''««»•«"' not exceeding One million, eight hundi-ed and eleven thousaml of Xl,81t,000«IK., to " ' " be hcrenft. r cxciian- %c liundrcd pounds Sterling, in sums of One hundred pounds ccd (or I'roviiiolal ' ~ _ ^ jjetieniuiei. cach, payable at twenty years, in Lumlon, bearing interest at six| per cent, per annum, payable half-yearly, in Loudon, such De- bentures to be exchangcalde by the holders thereof, for Bonds of j the Provincial Government of Canada, payable at the same j jri and place, and bearing a like interest, such exchange to be effoctcdl at such time or times, and in such manner as the Directors miiyl tlirect, after tlic successive issues of such bonds of the Govern- ment. I vaj Coni- 3U';ii :a«i, th k tnt^t"'* ^■- fhf i ! : 1 ■ '• 1 1 1 '■ 1 1? .; ^ .j ■>! i ■ ■i i 1 .: ' 12. Th. after calle not exceed pounds stc at twenty- six per ceE bentures t< of the Coi one thousa: 13. OF Debentures thousand U stock or sh amount of pounds stei hundred poi tures, to an To the Shi Companj To the shar Companj To the Bone pany, The scvcT intimate tht cation by tb at their disp at the dispoi manner as t 14. OF hundred and quantity, as from cun'enc existing stoc pany, the Sa Companies. 16. THE sum of thrc pounds, divii Imndred and AMALGAMATION AOBEEMEMT. 19 12. The United Company shall also create Debentures, herein- Debe„,n* to be after called " Company's Debentures," to an aggregate amount, «)»J}f,''„,'„',';'»7,P»,S';fe not exceeding Two millions and ninety thousand, seven hundred Sf£"2?o«7°(>co%"tTr°ta'g pounds sterling, in sums of one hundred pounds each, payable S*an ot Seut at twenty-five years, in London, bearing interest at the rate of ''"""'' '®"* six per cent per annum, payable half-yearly in London, such de- bentures to be convertible at the option of the holders in stock of the Company, at Par, on or before the first day of January, one thousand eight hundred and sixty-three. 83 13. OF the last mentioned Debentures, there shall be reserved, or company's n^ ' bentures the sum of Debentures to the amount of Two hundred and seventy-nine -^^^a-oosig., are of •' the Block, the sum of thousand two hundred pounds sterling, and of the above mentioned fh^a'^'be^eselfved Vor stock or shares, there shall be reserved stock or shares to the bondholder " ^'^ amount of five hundred and fifty-eight thousand four hundred pounds sterling, which shall be assigned in the proportion of two hundred pounds of stock, for each one hundred pounds of Deben- tures, to and among the undermentioned parties, as follows : To the Shareholders of the Quebec and Richmond Railway, Company, jC405,000 Os. Od. To the shareholders in the^ St. Lawrence and Atlantic Railway Company, i:262,600 Os. Od. To the Bondholders of the Ontario and Simcoe Railway Com- pany, £170,000 Os. Od. The several parties in whose favor such re'-rve is made, shall paities e^iuitied to intimate their acceptance within twenty-one day« from the notifi- sl^k, to s^liify'heir cation by the United Company, that such shares and bonds aredayg''from*nouficli- at their disposal, and in default of acceptance, the same shall be *"""' at the disposal of the Directors, who may dispose thereof in such manner as they think fit. 14. OF the remaining stock, twenty-seven thousand, three 27,336 J^rea to be hundred and thirty-six shares, or such number not exceeding that Jor^Qutbecand'RX quantity, as shall be rcquiral, having regard to the conversion ^(^J^tuIuiicTsimrM* from cun-ency to sterling, shall be issued in exchange, for the Gu'liph*sha«sf' "* existing stock already issued by the Quebec and Richmond Com- pany, the Saint Lawrence and Atlantic, and Toronto and Guelph Companies. 15. THE residue of the stock and shares, amounting to the Apporiimment of re- sum of throe million, six hundrwl and t^venty- three thousand J^^'gllo'^jhares,' equal povmds, divided into one hundred and fifty-four thousand nine '° ^'••'^a.ooo sig. hundred and twenty shares, of twenty-five pounds each, shall bo , ' 20 AMALGAMATION AGREEMENT. ; 37 SO apportioned that to every holder of fr?ro hundred pounds stock or shares, there shall be appropriated and issued a " Convertible " DeCv^dture," for one hundred pounds, and a " Company's Do- " benture" of one hundral pounds, bearing interest, and payable resps, as to the mode, time, and place of transfer of such shares and DoIk'ii- ture.s, and as to tlie nuxle, time, and pltice of payment of tlio calls upon such shaivd and instahnents u|M)!i such DebentmvH, ami of the dividends or interest theix^on, as shall Ik* deemed iv- No call after nr«t ai-quisite Of iKJiicficial, but uo call after the first allotment, shall xjii>«. on.nr-ii»imr«oxccelof];ato liill from I mil tv;i;ii- n>rt, iw to I I DelxMi- it of the I l)ontmv;<, L-omcd re- nt, hIwH hIuuv, or I losa tbiiii "■'in as coQvowJeutly may 1- , r.'....;^ ,.'-;. mt ftaioant? pai the !tf.*<'e*:-ilj? ••!" ; W t^vital, hy (xmTWBii^itv iutu susrUr:^, a ii»'-^ n^'i 4tarehokleKi *e tp a ie for tlio e^-i'ti of H/jo st^jparatc ii^ the laiitwii C<>tni.. iUy. . .jiViis"''. - if, 1' - i ;)W"ng tlio '^nvral prTfii'riucHof RtcK'V ;i: ' ,'* ivvpt'i in the iiifiVHi Capital, rUv'ibly invoiAlisig to tho n- '"' , 'Fi.mnv (if aii'l s-h»nw. lit ',;r».' ti!'» n..nutni' l)V lli(' Ci.rDiiHiiY, SIX of ■— . ., . . - ,-, ii ^jr p--i.\ -. :\- ^ lOr*' tt!-4»i i!m»'«' •riji-'v {'ir^^toj'S ''•i''':' 1', y. r;i.-sti;U 'V'.'.i !h'\ i'hf Uini'i'ikhlo .I-iUK^" M' mi , : ! i 1^ K .',-i! M" li 'J'h. H. Jiniy)»io i^,w^ t i><'*r«. i' ij !i I ri r tUtmt- ^ rv b<-)hkr-,.., .V> 'fV«uj}c ^^ Company . './<''f<.- exchange Uf. ' Qr»0(l Jnuction Railway Coidj^hmj, ffhal! fumdre<} ur« h ' '' for obtain i * J holders in 1 *■' ^itft »aiDo ur'jpoiv -. ... .:. ^■B ^^ ^ v^^^^ kif iAhAJ 1 -iX , " each sepai tion had r M .XI. TH^ ^Jiaw* «!M? '^f'r' ?M"V ' '«'8lK>f>*'iKi shares in oj)tu fixal by tL by the Goi ''ijrrt. fifwt'^'' the Board rcmaindcr 23. SD than three il . ! to f.'- bo EiiglJHh K) 1 iv:i*J for '1, «>" Dii-cctor m 1 , hing their *?! |.]..,>v '-k • • '• i^niK 'i M iov more tl 3- TIT IftU' ttA thi'v funy innkc sui'h ni'.i"-jd!."l ■ ".•-■■■ \ :,'. -i' aw I* iUcnns II; llohoiahlc The ILjno Biwaiyl C Cauiuhi, in Ciiiinont, I Loiulon, Ei The Honor M-'^iU, of liolmos, o William U Esquires, AMALOAHATION AGREEMENT. 21 19. AS soon as conveniently may be, having regard to the ^ 4 9S new Rsgiiler of different amounts paid on the shares in the different Companies, madt''and'*a/r2n^- and to the necessity of equalizing the capital, by conversion of "h* e"oh»ng™Sf cw! currency into sterling, a new register of shareholders "shall be ^'^^^'• made, containing entries of the several amounts, and numbers of shares or stock to which the several shareholders of the United Company are entitled, and arrangements shall be made for the , exchange of the certificates of vho shares in each of the separate Companies, for certificates of shares in the United Company. 20. THE Directors shall have the same rights and remedies J.^^^ oire'IftoM may for obtaining and enforcing the payment of calls on the share- „? mU»."** payment holders in each of the separate Companies, as the Directors of each separate Company would have had, in case the amalgama- tion had not taken place. 21. THE profits of the United Company available for divi- Ti,e profit»of the dend, shall be divided among the several proprietors of stock and b" RyaiiaWefM^iv- shares in the United Capital, rateably acconling to the nominal "*""**■ amount of their respective stock and shares. 22. THE number of Directors, of the United Company as^,^ ^^ „j»g^pi^jg,^,g fixed by the Act, being oiglitoon, of whom, six are to be appointed Jj"'\„„j resWent in by the Government and the remainder by the Company, six of tlic Boanl at least shall bo persona resident in England, and the remainder in Canada. 23. SIX sliiill bo a quorum of Directors, of whom not less 97 ' Six Directors shnll bo than three sIiuU bo uovernment Directors, and at least two shall » t'o""" ; Directors ■ 1 1 "'"y *°'° ^y proxy- 1)0 English Direct(jrs, present in person or by proxy, and any Di'.-cctor may vote l>y proxy at any boai'd meeting, such proxies ' :hvg themselves Dircctors, but no Director shall act as proxy i'-i :nore than three other Directors. 2'i THE following persona shall bo the first Directors, natiioly, Names oniie fiaM X u mins Biiring and Goorgo Carr Glyn, of London, Esquiiw-, Tho ^^""""""•' ilouoial)lo Etienno Paschal Tache, The Honoralilo James Morris, The Honorahlo Malcohn Cameron, and The Honorable Hone Etlwai-'l Carou, all of Quebec, iippointcKl by the Governor of Cantula, in Council, and Henry Wollaston lilake, Robert Mc- Calmont, Kirkmaa D liel Hwlgson, and William Thompson, of Ltiulon, Es(iuiivs, and The Honorable John Ross of lirockville, The Honorable I'rancia Hincks of Quebec, Tho Honorable Peter M '"^ill, of Montreal, Georgia Cnvwlbixl of Brockville, Benjamin liolmes, of Monta'al, William Hamilttm I'onton, of Belleville, William Rhodes, of Quobee, and A F. WUittomoro, of Toronto, Esquires, shareholders, elective Directors. 2S AHALOAIIATION AGBEEUENT. Qualification of e!ee- live Directors to be 26 slinreB each, Gov- eriiineiit Directors not required to hold •took. 100 Betirement ot Direc- tor!. 101 Firtl Ordirmrv Oon- enil 'Mc<'(in){ of •hwliulilurs. 103 Notie« of Mt'Ktinifi to Im pulvi ;■. '(';. ,n; it'V v<'u!'.>r-^] 11 >V dl?!!- n<> iU( itntil 't" y I'.'- vU't'Li'iiif • ^'^ >"<.'^ •M^. . i*. 1)1 ■ M I ■ 1 ,^ • -i' ll* r||;; ».i;'- r< •1\n' ; l^^rtH^ )M -.tf' m«h* ' 1 .t , \l »."-■') I , to fV ( MiinuMv. ntiA«. l}}* ■ij at ^.• /" ■ ■i-i- ; :iu>-; be .\ ..t '.*'>^.- {'it'H.Uiffv (*;>;*, *t- -J or wttotti*' u|[b(>rwu'i\ he wa' t' ;>t >».tiV {'uMuv? UiH.->. i'jueuct it- 'i'i^fHia', !*v- :u'iUfh. • ' 28. TH united unc votes of tl be equal t( shareholde which hav< the United such share shares, sha such share! verted into 29. TH] shall appoii counts of n undertaking shall go oui the first anc they shall c out of office; the place of elected as hi qualified, nc another bo office shall 1 shall, with new auditor examine an( year wliich all nccessar 30. Tin time make stock propel inconsistent of all office: spective dut 31. THE ments, by t IJnissoy lUK Mi'ssrs. Gz Contractors tracts cntci forms and t AMALGAMATION AGREEMENT. 23 28. THE number of votea to which each shareholder in the yo,eg,ob?eqnai to united undertaking shall be entitled, on every occasion when the jj;^^';'""*"'' "*^ *''•"• votes of the shareholders of the Company are to be given, shall be equal to the number of twenty -five pound shares held by such shareholder, and in case such shareholder is a holder of shares which have not been converted into twenty-five pound shares of the United Company, then the number of votes to which each such shareholder shall be entitled, in respect of such unconverted ' . shares, shall be as nearly as may be, equal to the number which such shareholder would have had, if such shares had been con- verted into twenty-five pound shares. 29. THE Shareholders at the first ordinary General Meeting, Appoimmmaofthreft shall appoint three Auditors, being shareholders, to audit all ac- '*''"'"°"- counts of money laid out and disbursed on account of the united undertaking, and at each General Meeting at which Directors shall go out of office, one of such auditors (to be detennined in the first and second instance by ballot between themselves, unless they shall otherwise agree, and afterwards by seniority,) shall go out of office, and the shareholders shall elect an auditor to supply the place of the auditor /etiring from office ; and every auditor elected as hereinbefore provided, being neither removed nor dis- qualified, nor having resigned, shall continue an auditor until another be elected in his stead ; and any auditor going out of office shall bo immediately re-eligible, and after any re-election, shall, with respect to going out of office by rotation, be deemed a new auditor ; and the auditors from time to time in office shall examine and report upon the accounts of the Company, for the year wliich shall elapse during their period of office, and shall have all necessary powers and facilities for that purpose. 30. THE Directors of the United Company may from time to Directo\fm.y make time make By-laws for the management and disposition of the "y"'"""'' stock property and business affiiirs of the United Company, not inconsistent with the laws of Canada, and for the appointment of all officers, servants and artificers, and prescribing their re- spective duties. 31. THE provisions of the several hereinbefore j'eci ted awrce- „ ""' ., , . .inr Tlip provision* of the ments, by the separate Companies, with Messrs. Jackson, Poto.*''^'''"' '"'""''"''■*'"' iirassey and Botts, heroinatter called the Contractors, and with ''^""■"\''^ *•"••'" "^^ ■It -,,.■, ^ iiukIiIich mill now Mi'ssrs. Gzowski and Company, lieroinafter called the Canadian 0'""™«" «" be «»- n 1 tI. 1 1 lured into. tontractora, are to be niodmed, and a new contract or new con- tracts entered into with the amalgamated Company, upon the torniH and to the cftect containo ' _ "^Br"? 'j'^to the construction of the Tubular Bridge, hereinbefore mentioned, by ihe siiall also be borne by, and paid out of the funds of the United Company. 34. APPLICATION shall, if required, or considered expedient by the United Board, be made to the Provincial Parliament, in the next Session, for au act to confirm the amalgamation inten- ded to be effected by this deed, and to confirm and legalise such of the provisions herein contained as to the legality whereof any doubts may be entertained, and to authorize an increase to be made in capital of the United Company, and in such act, a clause shall be insertetl to authorize the Company from time to time to increase or to reduce the number of the Directors, and to determine the onlor of such increased or reduced number, and what number shall be a quorum. Provided, that the relative proportions of English and Government Directors shall not bo altei-ed, and all such other clauses with relation to the holding of General meetings, and the times of declaring dividends, or the like, as the Directors of the United Company shall think expedient. 35. THAT in case this agreement bo not ratified and confirmed by the reciuisito proportion of Shareholders in each of the separ- ate Companies, it shall nevertheless enure as to such of the Com- panies which ih ratify the same, provided the Shareholders in amal- il con- nterest ipany, wn the I of the jmpris- edfrom ruction, the net ,mation, r exceed e excess alf-year jficiency y, out of idvanced ipletion, relation antioncd, e Unital jxpedient iment, in on inten- 10 such of ny doubts 3 made in 10 shall be a increase rmino the nbor shall .f English iuch other 9, and the ors of the confirmed I tho sepiir- ■ tho Com-I .>bolders iul ij. -■'* ! iW,ViS w. aj' Am land ?0 UiilMOri?*' iU "hii.k i^TTVNi^ifTtt, i)- three at leai same, AN CoiDpany, v of llcprcscn pose of loca and keeping City of Port and if deem^ Franklin, to from thence to such plac( structed froi whereas, the hereinafter c have granted way, being t the boundary half of the AND where: portion of tli land to Islan together -with "pened the sa pose, the saic upon their sh dollars, ;ind Company, a it has been a^ lease of the Lawrence Ra: IxMng a distal ♦eria of nine amalgamatio: agreement, hundred and duly authoris Lawrence Ri Jackson, an( it is providal amalgamatio of and in boi Lawrence d Trunk Raihv portion or set from PortUur AMALGAMATION AGREEMENT. 25 111 three at least of the several Companies, determine to ratify the siimo, AND Whereas, the Atlantic and St. Lawrence Railway jncorpoiitVon of the Company, was incorporated by an act of the Senate and House ^^'^"eSco Railroad of llcprcsentiitives of Maine, in the United States, for the pur- company, pose of locating, consti'ucting and finally completing, altering and keeping in repair, a Railroad from some point or place in the City of Portland, through the counties of Cumberland and Oxford, and if deemed advisable, through the south westerly comer of Franklin, to the boundary line of the said State of Maine, and from thence through the States of New Hampshire and Vermont, to such place as would best connect with a Railroad to be con- structed from such boundary to Montreal, in Canada, AND whereas, the said Atlantic and Saint Lawrence Railway Company, hereinafter called the Atlantic and Saint Lavn^ence Company, have grantal a lease of one portion or section of their said Rail- way, being that from Island Pond, in the State of Vciinont, to the boundary ilno of Canada, in perpetuity to Trustees, on be- half of the Saint Lawrence and Atlantic Raibvay Company. AND whereas, the said Company have constructed the other portion of their said Railway, being that from the City of Port- land to Island Pond aforesaid, in accordance with the said Act, together with all the works and apurtenances thereof, and have iipened the same for Public Traffic. AND whereas, for this pur- j^^ pose, the said Atlantic and Saint Lawrence Company have called J^"^',',°'g[ Liiwrence upon their shares, a capital of one million seven hundred thousand ^^"jooooo^S'^shares dollars, ;ind have also borrowed on bonds or delwntuvcs of the *3,ooo,ooo, in ^3onds Company, a further sum of three million dollars. AND whereas, ,^3 it has been agreed, that, the United Company shall have and take a "".',e.i"u.to%r''ii"e lease of the said portion or section of the said Atlantic and Saint ^^';,','i/,°''y„^,°,'^,\^'^;l kwrence Railway, from Portland to Island Pond, al)ovc mentioned, l'',?, ''p'u.yf ''vvili""ho licing a distance of about one hundred and forty-eiglit niilcis,for a f aii,'i.e;;ce"RanroSd term of nine hundred and ninety-nine years from tlio date of the of'lJili' y Jaw! '''""' amalgamation of the said Canadian Railway Companies, and by agreement, dated the twenty-third March, one thousand eight hundred and fifty-three, between Alexander Tillooh Gait, as agent, duly authorized to act on behalf of the said Atlantic and Saint Lawrence Railway Company, of the one part, and William Jackson, and The Honorable John Ross, of the other part, it is provided that, subject to the carrying into effect of such amalgamation, and also, subject to the assent of the shaixiholdcra of and in both the said Companies, the said Atlantic and Saint Liwrence Company shall and will grant, and the said Grand Trunk Railway Company, will accept a Lease of the aforesaid portion or section of the Atlantic and Saint Lawrence Railway, from Portland to Island Pond, together with all and singular the ^: AMALGAMATION AGREEMENT. Stations, warehouses, bridges, culverts and other works, forming part of, or necessarily, or properly appurtenant to the said Rail- way, and all the Wharves belonging to the said Atlantic and Saint La^vrence Company, adjoining to, or connected with the said por- tion and section of the said Railway, and all the fixed and over- able plant, rolling stock and stores of the said Atlantic and Saint Lawrence Company, and all vacant land to which the said Atlantic and St. Lawrence Company are entitled, as Lessees, assignees of lessees or otherAvise, and all and singular the shore rights, water rights and Harbor privileges, belonging to, or vested in the said At- lantic and St. Lawrence Company, and all other the rights, privile- ges advantagemcnts, easements and appurtenances which they the said Atlantic and Saint Lawrence Company now possess, and all the tolls, rates, fares, rents and income, which, under their Act of Incorporation, the said Atlantic and Saint Lawrence Company are, or at any time hereafter may be entitled to receive and take, and all the debts, credits, engagements, liabilities and benefits of the said Atlantic and Saint Lawrence Company, from the first day of July next ensuing, or such other day as may hereafter be agreed, for and during the full tenn of nine hundred and ninety-nine years from thence next ensuing, and by such agreement it is pro- vidtxl, that there shall be reserved and payable upon such Lease to the Atlantic and Saint Lawrence Company, ayr 'y sum or rent equal to interest at the rate of six pounds ent, per annmn, upon the share and stock capital of the said Atlantic and Saint Lawrence Company, so called up, being the said sum of One million, seven huncb-cd thousand dollara, and to the total amount of intei'cst payable by the Atlantic and Saint Lawrence Company, on all capital already borrowed by them on Debentm-es or Bonds, or otherwise, being the said sum of three million d(jll;»rs, tree of all deductions whatsoever, such annual smn or rent, bt'lug payiible by ecjual half-yearly instalments, on the first day of January, and the first day of July, in each year, the pay- ment of such rent to be made in the City of Portland, in the State of Maine, and the first of such payments to be made on sue h of tlic said days as shall happen fij-st after the day of the date of tlie lease, to be hereafter executal, in pursuance of the now reciting agreement, but ratcably accoixling to the number of days which shall have elapsed from the day appointed for the commencement of the said lease, up to such first day of reser\a- tion ; and it is thei-eby also provided, that upon the execution nf the said intended lease, the said Grand Trunk Railway Company shall and will assume to take upon themselves, and guarantee autl indemnify the said Atlantic and St. Lawrence (Company, against all mortgages of the said Atlantic and Saint Lawrcjiee C nni uny ..f rming Rail- l Saint d por- over- i Saint tlantic ;nee3 of J, water aid At- privile- hey the and all r Act of any are, ike, and 3 of the 3t day of ! agreed, cty-ninc t is pro- ch Lease 7 sum or ent, per antic and id sum of the total Lawrence ebentm'cs e million il sum or a the first , the pay- nd, in the i made on lay of tlie ncc of tlie number of etl for the if rescrvu- iocutioii (it Company runlce ami ;iy, aiiaiust (C •1)11 ail}' I ■ n - stores tfr>t^' f'' v) wiuiii IW.«>V\Uvt t,v. i its» iaH>il i ivm imA botwti te eurJi f. and all th other the Saint Lit fur as the Act of in( the said A cable by t except for vidcd, thai constitutic or their en of Maine, of the saic entered in Trustees, c with a viei Railway C PRESENTS : declaretl ar these presc themselves agreement Ross, with shall be cai Company, or held on and that agi-eement shall be be II oiu'Ji V"!»r, \.h,: Ui «\)*«irt ui ti. iV'iu\ lit** AMALGAMATION AGREEMENT. 2T and au the previsions as to the creation of a sinking f and, and all other the liabilities and engagements of the said Atlantic and Saint Lawrence Company, to which they may then be subject, so far as the same are in accordance with the provisions of their Act of incorporation, in so much that the yearly rent payable to the said Atlantic and Saint Lawrence Company , may be appli- cable by them to dividends, without any deduction whatsoever, except for expenses of management ; and it is thereby also pro- vided, that the now reciting agreement is not to aflect or alter the constitution of the said Atlantic and Saint Lawrence Company, or their engagements, or obligations contracted towards the State of Maine, and is to be provisional on the part of the shareholders of the said Company. AND whereas, the said agreement was entered into by the said William Jackson and John Ross, as Trustees, on behalf of the Grand Trunk Railway Company, and with a view to an assignment of such lease to the Grand Trunk Railway Company, or to the United Company. NOW these PRESENTS FURTHER WITNESS, and it is hereby further covenanted, declared and agreed, by and between all the Companies, parties to these presents, and the said William Jackson and John Ross, for themseives, their heirs, executors and iwlministrators, that the said agreement so entered into by the said William Jackson and John Ross, with the Atlantic and Saint La^vrence Railway Company, shall be earned out and completed for the benefit of the United Company, and such lease when obtained, shall be transferred to, or held on behalf of or for the benefit of the United Company, and that all the obligations and liabilities incurred by such agi'ecmcnt and by the lease to be granted in pursuance thereof, bhall bo borne and paid by the United Company. ••♦.<■ Tho Scliedulo. '■4 r THE SCHEDULE I AN agreement made the ■" day of in the year of our Lord one thoubiind eight hundred and fifty-three, between the Grand Trunk RailAvay Company of Canada, incorpomted in accordance with the provisions of an act passed by the Provincial Legislature of of Canada, in the year one thousan* eight hundred and fifty- two, intituled, "An Act to empower any Railway Company, whose rail- way fonns part of the Main Trunk Line of Railway through this Province, to unite with any other such Company, or to pur- chase the property and rights of any such Company, and to re- peal certain acts therein mentioned, incorporating Railway Com- panies," and of another act of the Provincial Legislature of Can- ada, passwl in the present year, intituled, " An Act to extend the provisions of the Railway Companies Union Act, to Companies " whoso Hallways intersect the Main Trunk Line, or touch places which the said line also touches," of the first part, William Jackson, of Birkenhead, and Samuel Morton Peto, Thomas Bmssey and Etlwaitl Ladd Betts, all of London, Contractors, of the second part, and Ca.siniir Stanislaus Gzowski, of the City of Montreal, Civil Engineer, David Lewis McPherson, and Luther Hamilton Ilolton, both of Montreal aforcsa'l. Merchants, and Alexander Tilloch Gait, of the Town of Sherbrooke, in Canada, Esciuirc, of the tliiixl part. WriEREAS, a Railway Company called the Gmnd Trunk Rail, way Company of Canada, was incor|X)nit«.Hl by an act of the said Provincial l>'gislature, paasetl in the sixteenth year of the Uoigu of Her Present Majesty, intitule Eastoni boundary line, of the Township of Osnabrnck, tlu'nootoSt. Uapli- nels, and thence to the River Ottawa, and across the said river in a jwint K'twiMMi the Lake of Two Mountains and the Village of St. Anns, and liienco to the City of Montanil. XU ^i.' thcfftt i i ! AMALGAMATION AOBEEMENT. 29 AND whereas, the Grand Trunk Railway Company of Can- ada East, was incorporated for the purpose (amongst other things,) of making and maintaining a Railway from some point on the Quebec and Richmond Railway, (hereinafter mentioned,) opposite or nearly opposite to Quebec, on the south shore of the Saint Law- rence, to Trois Pistoles. AND whereas, the Quebec and Rich- mond Railroad Company were incorporated for the purpose (amongst other things,) of making and maintaining a Railway from Hadlow Cove, in the Parish of Notre Dame de la Victoire, near Quebec, to Richmond, in the District of Saint Francis, in Lower Canada. AND whereas, the Grand Junction Railroad Company, were in- coiporated for the purpose (amongst other things,) of laying out, making, constructing and finishing a Railway on and over any part of the country lying between Belleville and Peterborough. AND whereas, the Toronto and Guelph Railway Company were incorporated for the purpose of making and maintaining a Rail- way from Toronto to Guelph, and were afterwards authorized to extend and continue their Railway to the Port of Sarnia. AND whereas, the Saint Lawrence and Atlantic Railway Company wore incorporated for the purpose (amongst other things,) of making and maintaining a Railway from tne River Saint Law- rence, opposite the City of Montreal, to a junction with the Atlan- tic and Saint Lawrence Railway, at or near the boundary of the State of Maine, in the United States, and they have constructed the said Railway accordingly. AND whereas, all the said Com- panies are now amalgamatetl into the said Grand Trunk Raihvay Company of Canada, party hereto, under the authority of tlie said Act, and by the assent of General Meetings of the said Companies respectively, with such majority of votes thereat rcspcctivcly, as in by the said act requiral. AND whereas, the last mentioneil Gniud Trunk Railway Company of Canada, (hereinafter called " the Amalgamated Company,") now, or shortly will be the Les- sws of the said Atlantic and Saint Lawrence Railway. AND whereas on the fourteenth day of December, in the year of our Loixl one thousand eight hundix)d and fifty-two, and previously to Jn^'""" am' Co. for " •' ' 1 J lliu construction of the sucli anialmunation, an agi'cement was enteral into between the"''""'''*""'"'', ^.'»"". , . 11 wnyol Conailn. dated Saul iu'st incorporated Grand Tnink Raihvay Company of Can-^^-'/i''"?"''''"'!*^'*' ' ./ r J „i„I 23rii March, adn, and tlio))artio8 hereto, of the second pnrt, and on the twenty- ""3' tliiid day of March, in the year of our Lord one thousand eight liuudiod and lifty-throo, iivid also previously to such amalgamation, tmotlior iigre'cuiout was entei-ed into l)ctween the Siiid [liirtios, in some dogreo modifying and varying the first agreement, and by tlio said agre>emcnts resjiectively, the said parties hereto of the second part, (hereinafttn- called " The Englisli Coutraetoi's,") un- dertook to construct and complete the line of Railway above men- Contracts with n 30 AMALGAMATION AOREEEMENT. tioned, of the said Company, and to equip the same with Rolling Stock for the gross sum of three million pounds Sterling, and it was thereby agreed (amongst other things,) that of the said sum of three million poimds, one million and thirty-five thousand pounds, should be paid in Canadian Provincial Debentm^s guaran- teed by the Government of the Proriuoo of Canada, of such description as was specified in the Act of Incorporation of the said Company, nine hundred and eighty-two thousand five hun- dred poimds, in Debentures of the Company, having twenty-five years to run, and of the description specified in the said agree- ment, and nine hundred and eighty-two thousand five hundred pounds, in shares or stock of the said Company, with certain special clauses and provisions, as to the mode of making such payments respectively, that out of the fund to be provided as therein mentioned, for payment of the English Contractors, a sum of forty thousand pounds should be set apart for payment of the expenses "of the Company, until the said Railway should be ready to be opened for traflBc, that the English Contractors should pay the interest on the said Provincial Debentures, and also upon all debentures and stock applied or appropriated to the payment of the contract sum, and sold or transferred, by order of the English Contractors, until the said Railway should be ready to be opened for traffic, and that the said agreements were to be sub- ject to such modification as to the mode of payment and as to the nature of the securities, in and by which payment was to be made to the English Contractors, and as to the interim invest- ment of such funds as might become necessary or expedient in case of the union or amalgamation of any other Railway Com- pany or Companies, with the said first incorporated Grand Trunk Railway Company of Canada, so that the tenns and conditions ti8 of the said agreements as to construction and equipment, and price, jackiion ft Co.. for should be retained and preserved. AND whereas, also on the thaconsirnctionofthe i'ii«.«ii ormnd Trunk Rail, saul twentv-third day 01 March, an agi-eement was cntei-cd into way ofCannda Kasi, " ../-iim it»-i /-i p ^ i dated, 23ru March, bctwccn the Said Grand Irunk Railway Company ot Caniula East, and the parties hereto of the second part, whereby the said English Contractors undertook to construct and complete tlio above mentioned lino of Railway of tho said Company, and to equip the fame with rolling stock for tho gross sum of one million two hundred and twenty-four thousand pounds, and it was thereby agreed (amongst other things,) that of the said sum of one million two hundred and twenty-four thousand pounds, four hundred and fifty-nine thousand pounds should be paid in Canadian Provin- cial Debentures, of tho description above mentioneil, three hundiH^l and eighty-two thousand five liundi"ed pounds in Bonds oi- IV- Iwnturoq of tho Company, of tho description above mentioned. rith Rolling •ling, and it le said sum e thousand ires guaran- la, of such ition of the id five hun- twenty-five ! said agrec- ive hundred with certain laking such provided aa ctors, a sum ment of the r should be ctors should [d also upon he payment )rder of the be ready to •e to be sub- at and as to it was to be jrim invest- xpedient in ilway Com- rand Trunk 1 conditions t, and price, ilso on tlio entered into of Caniula by the said )mplete tlip any, and to one million was tliercby one million undred anil ian Provin- iw huudrcMl )nd8 or Dc- montioiuHl. I !fi Hi, AMALGAMATION AGREEMENT. 81 and thiee hundred and eighty-two thousand five hundred pounds in Stock of the said Company, with certain special clauses and provisions as to the mode of making such payments, respective- ly ; that out of the fund to be pr )vided as therein mentioned for payment of the English Contractors, a sum of thirteen thousand pounds should be set apart for payment of the expenses of the said Company, until the said Railway shall be ready to be opened for traffic ; that the English Contractors should pay the interest on the said Provincial Debentures, and also upon all Debentures and stock applied or appropriated to the payment of the said contract sum, and sold or transferred by order of the English Contractors, until the said Railway shall be ready to be opened for traffic, and the said Agreement should be subject to such modifications as to the mode of payment and as to the nature of the securities, in and by which payment was to be made to the Contractors, and as to the interim investment of such funds as might become necessary or expedient in case of the union or amalgamation of any other Railway Company or Companies, >vith the said Grand Trunk Railway Company of Canada East, so t)iat the terms and conditions of this agreement, as to construction and equip- ment, should be retained and preserved. AND whereas, also, jjg on the twenty-second day of October, in the year of oar I^id fo'iTerco^'fo^ fho''" one thousand eight hundred and fifty- two, an agreement was«?"»Jf'j'='^°'J"j^fhe^ entered into before Notaries Public at Quebec, between the said 51°"'',?«''"'''"'';^!'='i ~ ' 22iid October, 1852. William Jackson, acting for the said parties hereto of the second part, and the said Quebec and Richmond Railroad Company, whereby, the said English Contractors undertook to construct and complete the above mentioned line of Railway of the said Company, and to equip the same with rolling stock, for the sum of six hundred and fifty thousand pounds, upon the terms and conditions in such contract mentioned ; and it was thereby agreed that, the gross contract sum so made up, should be paid, as follows, two hundi-ed and fifty thousand poxmds, in Cana- dian Provincial Debcntui-es, of the description above specified, , one hundred thousand pounds, in Bonds or Debentures of the said Company, or in money proceeding from the sale of such bonds or debentures ; two huniU-ed and five thousand pounds, by the pro- ceeds of shares to that amount, allotted to persons in England, as and when the calls and instalments thereon should be respectively paid, that the balance (if any) remaining due, should be paid by the proceeds of shares subscribed for and taken in Canada, as and when the calls and instalments thereon should bo resi)ectively I)aid, and the turther balance if any, in shares or stock of tho Company with certain special clauses and provisions, as to tho mode of making such payments, respectively, that the English iif 32 AHALOAIIATION AOREEHENT. 117 Contraci with Jack- v>nfcCo., fur the conRtruclion of ihu Grand Juiictiuii Railway, dated i23rd Marcb, 1863. 118 Conlrsol with C. 8. Uzowtki fcCo., for the roimiruciuin uf the linilwBV (roin Toniiiio to Sarnln. Dated 34th March, 1863. Contractors should pay all the necessary expenses of the said Company, up to the time that the said Railway should be ready to be opened for traffic, and that the said English Contractors should pay the interest on the said Canadian Provincial Debentures, and on the said Debentures of the Company, to the said extent of one hundred thousand pounds as aforesaid, and also on the shares or stock subscribed for and taken in Canada, as aforesaid, and upon any shares or stock-sold or transferred by them. AND whereas, also, on the said twenty-third day of March, in the year of om* Lord, one thousand eight hundred and fifty-three, an agreement was entered into between the said Grand Junction Railroad Com- pany, and the said parties hereto of the second part, whereby, the said English Contractors imdertook to construct and complete a portion of the said Railway between Belleville and Peterborough, a distance of fifty-miles, and to equip the same with rolling stock for the gross sum of four hundred thousand pounds, and it was thereby agreed (amongst other things) that of tho said sum of four humlred thousand pounds, one half was to be paid in bonds or Debentures of the Company, of tho description above spocifieil, and the remaining half in stock of the Company, that out of the fund to be provided as therein mentioned for payment of the English Contractors, a sum of four thousand pounds should be set apart for payment of the expenses of the said Company, un- til the said Railway should be ready to be opened for traffic ; that the English Contractors should pay the interest upon all Deben- tures and stock applied or appropriated to the payment of the said contract sum, and sold or transferred by order of the English Contractors, until the said Railway should be opened for traffic, and that tho said agreement should be subject to such modifica- tions as the mode of payments, and as to the nature of tho securi- ties in and by which payment was to be made to them, and as to the interim investment of such funds, as might become necessary or expedient in case of the union or amalgamation of any other Railway Company or Companies, with the said Grand Junction Raili-oad Company, so that the terms and conditions of the said agreement, as to construction, payment and equipment, should be retained and preserved. AND whereas, also, on the twenty-fourth day of March, in the year of our Lord one thousand eight hun- dred and fifty-three, an agreement was entered into between the said Toronto and Guelph Railway Company and tho parties here- to of the thiiil part, (hereinafter designated as " The Canadian " Contractors,") conditional upon tho said horeinlioforo mentioned amalgamation taking place, whereby, the said Canadian Conti-ac- tors undertook to construct and complete tho above mentional lino of Railway of the said Company, and to equip tho same with il AMALO-iMATrOI! iLaaBHM1»:N'r. .ncr'lbero'iR Bhonld be sataput, tor jtl> «a of ^e 80**3 OirmjA u-maifor ts-- I that tbo ma>\ hsr- n OS 1» tho mode < ■ by 1* , and it was said sum of lid in bonds )ve specified, at out of the nent of the is should he i and preiKa-voc > -whiirea^, ivlso, tycff March, an v. t wis entered ini*' 'Tea' the River i^' •matixx . as to the m(x1o of paytnoDt, and tbit the |v.: shoold enter into ^I further ieah "rnhkh r •^ of m( ' r I iatrodutso ths followinf? «mtr»> I _ _ 1 . t. . 1 T?8aid ! ii It* r "' »«■. AMALGAMATION AGREEMENT. tolling stock, for the groBS sum of one million three hundred and Beyenty-six thoosand pounds, and it was thereby agreed, (amongst other things,) that the said Contract sum should be paid in money in the manner*therein specified, that a sum of thirteen thousand pounds should be set apart, for the expenses of the said Company, until the said Railway should be ready to be opened for trafiic, that the said Canadian Contractors should pay the interest on all the Capital called up by liie said Company, for the purpose of the said contract, until the said Railway should be ready to be opened for traffic, and that the said agreement should be subject to such modification as to the mode of payment, and as to the nature of the securities, in and by which payment was to be made, as might become necessary or expedient, upon such amalgamation being effected, but that the terms and conditions of the said agree- ment, as to the price and construction, and equipment, were to be retained and preserved. AND whereas, also, on the said twenty- third day of March, an agreement was entered into between tiie said first incorporated Grand Trunk Railway Company of Canada, and the said English Contractors, conditionally, upon the said amalgamation taking place, for the construction by the said En- glish Contractors, of a Tubular Iron Bridge over the River Saint Lawrence at Montreal, for the sum of one million ^four hundred thousand pounds, subject to a certain increase as therein men- tioned and it was thereby agreed, (amongst other things,) that the said Contract sum should be paid in cash, subject to certain special provisions, as to the mode of payment, and that the parties thereto should enter into all further deeds which might become necessary or expedient in consequence of such union or amalga- mation, so that the general terms and conditions of tho said agreement should be retained and preserved. AND whereas, it has in fact been found necessary or expedient, upon such amalga- mation, to introduce the following modifications and alterations into the said contracts, vedelidt, that the parties hereto of the second and third part, shall be paid the said contract sums (all of which sums were calculated by the Contractors, as sterling and not currency,) respectively, in sterling money, in London, and not by Canadian Provincial Debentures, or Debentures or stock of the amalgamated Company, that in consideration of the En- glish Contractors relinquishing the said Canadian Provincial De- bentures, they shall bo entiticd to receive an addition of fifteen per cent upon the nominal amount of all sums which, under the said agreements, respectively, would have been paid in such De- honturea, (the said fifteen per cent being tho present premium upon the said Debentures,) that the parties of the second part, hereinafter called die English Contractors, shall, on the first day 119 ContTRQt trith Jack- son Ik Co., for (he conntructinn of the Vieton.i Briilgc. Dated 23rd March, 18fi3. 130 Certain modlfieations and alteraliona made in the several con- tracts before recited. 121 Cnntraetors to be paid ill sterling money, instead of Provincial Bonds, and to re- crive an increase of IS per cent upon tha amount of such Pro- vincial Debentures. M H AltALOAHATION ACOtEBXSSNT. I I I Ensiiih CMimetort ^^ ^^^J* ^^^ thousand eight hundred and fifty-four, Bubseribe tat mt^uul'ldw' ^^^ **^® twenty-four thousand one hundred and fifty-three shares B^iharMMsmm "* *^o amalgamated undertaking, of the one hun^^ and forty- bIntuwS.x«oi m'of fo'i*' thousand nine hundred and tlventy-shares, referred to in the oompany'iDeSen- prospectus as offered to the Public, Pebentures convertible into Government Debentures, to the extent of three hundred and one thousand nine hundred and twelve pounds, and Company's I>ebentiu«f) to the extent of three hundred and one thousand nine hundred and twelve pounds, that forty-eight thousand three hundred and seven shares of the one hundred and. fortj- four thousand nine hundred and twenty-shares, above mentioned Debentures, convertible into €K)vemraent Debentures, to the extent of six hundred and three thousand eight hundred and thirty- eight pounds, and Company's Debentures to a like extent of six hundred and three thousand eight hundred and thirty-eight pounds, shall be retained by the Company with the option and privilege reserved to each holder of the seventy-two thousand four hundred and sixty-shares, now about to be issued, half of the one hundml and forty-four thousand nine hundred and twenty, above referred to, apply for and take in addition to the shares held by him, two- thirds of the number of shares held by him, and an equal amour t in Debentures, one half in Debentures convertible into Frovin>- oial Government Debentures, and the other half in Debentures of the Company, so as such option be exereised before the first day of July, one thousand oight hundred and fifty-four, that so many of the shares and Debentures so retained by the Company, us shall not have been claimed and taken up by the actual shore' Htockhoidcr; on th« holdors SO entitled to claim the same, respectively, under the Itl Jul)r, loai, VIZ. ^ ^ ' xeo3S38 conrer- P"vilego rescrvcd to them, on or before the said first day of July, icsos sMCom tny'. ^^ *^® 7^^^ ^^ ^^^ ^^ ^'^^ thousaud eight hundred and fifty-four, uowtt. ehall thereupon and forthwith after that day, bo also subscribed for and taken by the English Contractors, that the parties hereto 134 of the second and third part, shall provide the funds for the pay- p»y iriro"l'»ra'i'iho* mont half-yearly, in London, of interest at the rat« of six per cent por'annumn'iiKi'nciuiit por anuum, ou thc amounts from time to time paid to them upon 10 pT/'Enginaer-*"'' the cortificatos uf tho Engineer, under the several hereinbefore rc- Mr w•l^ c c. ^.^ Contracts, and also on such additional sum, as the United Company may from time to time think it necessary to call up, for the purpose of providing for the current certificates and tho expenditure of tho Company, in reference to the Contracts any difference between the Contractors and the United Company, as to the amount to be kept ift hand by the Company, for such pur{)ofios, to bo settied by arbitration in manner hereinafter provided for, but as respects the Canadian Contractors, this obligation HJiail ooaso, when, and so soon as tho Toronto and Guelph Railway; shall bo opened throughout for traffic, to Snrnia. in TheEncliihContrac tor* thill alto iHks the balance of B. •hani, and lion'lt not taken hy the •A«r»*;t*=t^H absoribe tat three shares 1 and forty- 'ed to in the irertible into red and one Company's ne thousand it thousand and forty* e mentioned ires, to the I and thirty- xtent of six ight pounds, tnd privilege lour hundred one hundred )ove referred )y him, two- }ual amount into Provin" )ebentureB of the first day ;hat so many [!}ompany, u8 ictual share- Yf under the day of July, id fifty-four, K> subscribed >artioB hereto for the pay* f six percent » them upon reiubeforo ro- 18 the United ry to call up, Dates and tho ontraots any )mptiny, as to uch purposes, provided for, ligation pIiaU ilph Railway) 501? 5- i>^ "*'" In i\\' h ^. ■■'A ■i !l ,1 - Utr, til 4 tu r(i I vii,. tin ,n»«»;/>-' AMjKLOAMATION AaBEBHEMT. *« NOW THEBEFOBE, IT IS HEREBY AGREED AND DEOLABED, by end between the parties hereto, as follows : — 1. THE amalgamated Oompany. shall be bound by the dausos, „ ^* covenants, Stipulations and conditions of the said recited agree- company bound by .,r ,i-, . « •-, !• 1 tiie preceding Cci- meuts, with the several Compames aforesaid, so far as the same tracts, are not directly or indirectly at variance or inconsistent with those of this agreement, and in all cases when there shall be any such variance or inconsistency, the clauses, covenants, stipula- tions and conditions of this agreement, shall be considered and taken as controlling, modifying and altering those of the said agreements respectively, and the clauses, covenants, stipulations and conditions, so at variance or inconsistent with this agreement, shall henceforth be wholly void and of no effect. 2. THAT except, as hereinafter expressly provided, all pay- j^„ J^^«^ ^ ments to be made to the contractors on account of works, shall "">''" '" swiing be made in sterling money, in London. 3. That in respect of the amount or proportion of payments, ist ,.,,,, . • « 1? iV -J i Contractors to have which, under tlie provisions of any ot the said agreements, would is p" ceni in ad- have to be made to the English Contractors, in Canadian Frovin- I'roviuciai bouui. cial Debentures, an addition of fifteen per cent shall be made to the nominal amount of each such payment, and shall be paid to the English Contractors at such times and periods, respectively, as under the provisions of the said agreements respectively relat- ing thereto, such Debentures would have been deliverable to them. PROVIDED, that, m case any difficulty should arise, as to j„ ^^^ o?diffiouii the payment under any of the Contracts aforesaid, in Provincial J''"V"o" of tho said seventy thousand pounds in the hands of tlic workMo be ni-plu 8*"^ Company, not applied to, or owing for such salaries andcx- to tiie coiiuaciofi. penypy^ as aforesaid, tho surplus te to be paid over to tho Contruc- i {he pay- B, as pro- Ae by the terling, in and upon its respec- Lts respec- loerof the ficates are I Engineer or refusal, lents to be orS; and to Qenb3,aBto or portions ipleted and ►y the Con- ihall be ap- ndertaking, oments res- payment of id expenses, )lo Contract aun of fifty- Bt monies to 3n thousand ty thousand xios and ex- il payments ablo in cash le per cent of 1 amount in the English I case of the 1 be any per- hands of the arios and ex- the Oontrttc- torSyii tors, a 9. upon t tively, the am if thej theara thedat the Coi until SI pensioi oomplei 10: fore the four, su tbousan of the . convert! three hi and oth( like non hundrod 11. soon aft and fift] Amalga of the sa said, as persons I several i pay up respcctii bo paya [Amalga 12. I Com pan jdiiys bel Irespectii jgamata loqual to ICapit,! AMALOAHATION AGBEEHENT: ar tors, in the ratio of fifty-seven seventieths to the English Contrac- tors, and thirteen seventieths to the Canadian Contractors. 9. THAT the Amalgamated Company will make such calls upon the holders of shares or stock, and of Debentures respec- tively, as may be required for payment to the Contractors of the amounts from time to time certified in respect of works. And "« if they shall fail to do so, and shall not pay to the Contractors *?p»y«heoertiflcaie» •' ' . *^ •' the Comraclors have the amounts from time to time certified, within one month, after ^¥ «»«'' «> "f siop- ' ' piDg the wocka. the date of the respective certificates, it shall be at the option of the Contractors to suspend the further progress of the works, until such payment shall be made, and the period of such sus- pension shall be added to the time allowed by the contract for completion. 10: THAT the English Contract(»rs shall and will, on or be- , ^ 137 _ 1 -T? 1 1.11 iiinfl Cn the l»t July, 1854 fore the first day of July, one thousand eight hundred and fifty- the En^uh conuac- four, subscribe for, and take the before mentioned twenty-four shares and oeben- *' tures meBtioned in tboiisandone hundred and fifty-three shares in the Capital Stock the pieceaingoiausM of the Amalgamated Company, Debentures of the Company, convertible into Provincial Debentures, to the nominal amount of three hundred and one thousand nine hundred and twelve pounds, and other Debentures of the Company, not so convertible, to the like nominal amount of three hundred and one thousand nine '• hundred ond twelve pounds. 11. THAT the English Contractors shall and will, also, so ^he Enjiwi con- Boon after the said first day of July, one thousand eight hundred J,78^„';j*ft'"'the°« and fifty-four, as they shall be required by the Directors of the ^^"afi'be ?eq!uredf fo Amalgamated Company so to do, subscribe for, and take so many {heVhwe'^'Md do- of the said number of shares and Debentures, so reserved as afore- ''^"""*»' said, as shall not, on or before that day, have been claimed by the persons cntitlal to claim the same respectively, and on taking the several shares and Debentures aforesaid, shall and will at once I pay up on such of the shares and DebentuitJS so taken by them i-cspcctively, the amount which may then have been called up and bo payable upon the other shares and Debentures in the said Amalgamated Company, previously offered. ii 12. THAT as from the date of the Amalgamation of the 139 iCompany, the English Contractors shall, and will at least soveniacmrs simii 7 unys Idayg before the first day of January and the first day of July, ami im'Juiy.i"^' Irespectively, in each year, provide for, and pay over to the Amal- fot the pnyment of I 1 /-« 1 Am i» 1 • A • T 1 iiiletcslimUiocapilal limmatcd Company, at the Office 01 their Agent in London, a sum actually oxptitued ou I1T1 o. 1 the works. Icqual to Interest, at the rate of six per cent per annum, on tho ICapil-i then actually expended in tho conatruction of the llailways ri (I I 88 AKiliOAMATION AOBEEMEBT. and works comprised in the said recited agreement, and undertaken by the English Contractors, and not then opened for Traffic, the amount of Capital so expended to be ascertained from and deter- mined by the certificates of tiie Ehgineer, as to such Railways respectively, and the payments made by the Company thereon. i I thirds or (ha amoant called ap, over and above tha amoaiit ex- pended on work*. The Encluh Con- 13. THAT the EngUsh Contractors shall aid will, also, pay lhe"a«medayf,'pro^ ou the samodays in each year, or as soon thereafter as the Amount | onnterert'oS'uJS!"'can be ascertained, interest at the same rate, on two-thirds of the amount which the Company shall then have actually called up, I beyond what may have been required for payment in respect of works, in order to provide for current certificates and expenditure, [ in reference to the contracts, and in case there shall be any dis- pute or difference between the Contractors and the Company as to I the additional amount upon whixsh such further interest is to be paid, every such dispute or difierence, as and when it arises, shall I be settled by Arbitration, in the manner hereinafter provided.! PROVIDED, that when the Toronto and Guelph Railway shall bel opened through to Samia, the English Contractors siiall pay the I whole of such last mentioned additional Interest, and not two-| thirds of it only. indafBoitorMrniabt 14. THAT if default shall be made by the English Contrac-j panr aathortzed to tors in payment of the Interest on the said first mentioned amounti fironi tha oartifieataa, (m the respcctivc days appointed for payment thereof, or of th(| urMtM6p«rc«ai. further interest on such additional amount as last mentionei within one week after such amount shall have been agreed i settied by Arbitration as aforesaid, the Company may retain a&| deduct out of the next or any subsequent payments to be madet tho B9id English Contractors, the amount so in arrear together will Interest thereon, at tho rate of six per cent per annum, from tli time of such default, and so as often as any such default shall l\ made. 14S 15. THAT tho payment by the Contractors of interest upa| ioeMtM)n'prop^ii!on the Capital expended in tho construction of tho said several 11 to a open ^^^^ ^^^ works undertaken by them, shall cease as to tho pni portion thereof exponded on any particular Railway, when d so soon as such Railway shall bo completed, so as to be ready fd opening, and in the case of partial openings of any such RailwaJ shall cease as to so much of tho Capital as shall have been e ponded on the part so opened, a proportionate part of tho Ci Interest, being, ho^vever, in each of such cases, payable ^y tluj for any fraction of a half-year. ' ;f T'-WTi indertakeE Draffic, the and deter- i Railways ly thereon. 1, also, pay the Amount hirds of the y called up, I n respect of I expenditure, . be any dis- »mpany as to I erestis tokl t arises, shall I ftor provided J Iway shall bel slmll pay the! and not two-l glishContm- tioned amount, jreof, or of th(j ist mention© been agreed i may retain anl a to bo madetl ar together ym nnum, from tlJ default shalUl tiio OiBf'so of Uaear Ajgwjt -m KTih.-^ f^V;::(lT>-?f t *1«Y ill •fit a 6U-- ■■'j^V^-rif^i^'^'^rif^hf,-' :wiy of-il"? ffwh :Ufv -AlJ M ■^'W J^ A*'.\ n''^«'tf i> li "r >.< ? i»i '.(V. .■?! r.T'. »:- V r ^frf»o. fffl ' -r. I TTfl imt-HD! ami <^ bif.. ')IttJ Vr-b. *>• ■*!#»«'■ • V (flV» >' i-nflsat I '-Z^t ->(, \-:.t •»«:■ l^9K^ ityf.-y v .x- 18. upon st time be 19. shall bcl I to the II thoriziiJ jwoi'ks i| [period |coiiU*ac| respoctil I Capital! jsuch AJ thorityJ jcomplej jpectivel lof this! AMAIOAHATION AGBEElfENT. 30 16. THAT lihe Canadian Contractora shall and wUl, as from tlie c«iwdi«i*comr«c. date of the Amalgamation and until the opening of the Toronto |;;7^„^„yfp;^«""' and Guelph Railway through to Samia, at least seven days he-^?k",*Mno*pi^ fore the first day of January and the first day of July, respec- JU'/^^fU;* *({,';•,• tively, in each year, provide for and pay over to the Amalgamated j^^^j,'J^***„'{{j'y' Company, at the Office of their Agent in London, a sum equal to *'^"*°* "^ ^'^^ Interest at the rate of six per cent per annum, upon the Capital then actually expended on the construction of the Railway and works, comprised in l^e said recited agreement with them, the amount of Capital so expended to be ascertained in like manner as is provided in the case of the English Contractors. 17. THAT the Canadian Contractors shall and will also pay, canadian^ontrac on the same days in each year or as soon thereafter as the amount {nJe'ert'on one «?ird can be ascertained. Interest at the same rate, on one third of the over wd ab^e'th"'' amount called up by the Company as mentioned in article 13, ^"JJJJ^'^p*""^*^'"' such amount to be ascertained in case of dispute or difference, in like manner as is provided in that article, and in case of de&ult of payment, the Company shall have the like power to deduct and retain the amount in arrear, as is hereinbefore provided in the case of the English Contractors, provided, that when the Toronto and Guelph Railway shall be opened through to Samia, such last mentioned payment of Interest by the Canadian Contractors shall cease, a proportionate part of the Current Interest, being, however, payable by them for any fraction of a half-year. m 18. THAT all calls or instalments payable by the Contractors 145 upon shares or Debentures of the Company may, from time to comraclo?^ may be time be credited by the Company to them, against an equal aj^am'st aneqa^iTOient amount on Certificates for works done. amount on eerlifi- cate!< of work. 19. THAT as soon as practicable after the Amalgamation m I shall be effected, the Amalgamated Company shall and will apply maSe'tothe Provln- to the Provincial Parliament of Canada, for an Act or Acts, au- an ActVuthorPaing thorizing an extension of the time for completion of any the iime for compieUng woi'ka included in any of the recited contracts, for such further oiher purpodw. 1 periotl as may be necessary, having regard to the time by such conli'acts, respectively limited, for the completion of such works respectively, and also, if necessary, for authority to raise further Capital, and shall and will use their best endeavoiu-s to procure such Act or Acts, and in case they should fail to obtain such au- jthority, and by reason thereof it shall be found impossible 10 Icomplete any or somo part of such works within the periods res- jpectively proscribed, as to such works, such equitable adjustment [of this contract, as to the works so incomplete shall be made, aa 40 AHALOAIIATION AOBSEMBNT. in case of difference between the English Contractors and tho Amalgamated Company, shall be determined by Arbitration, under the general provisions for Arbitration herein contained. i«i In CBM ofdiipnt*, (ha 20. THAT if any question or difference of opinion shall arise te'refTrred to'i^ree'* botwecn the parties hereto, as to this agreement or the constmction More? of Ly the''^ thereof, or the effect thereof in the said former agreements, or any matter or thing connected therewith, or with the carrying out thereof, eveiy such question or difference of opinion, and also, all matters hereinbefore specially 'referred to Arbitration, whenever, and as often as any such shall arise, shall be referred to the decision of three Arbitrators, to be named, one by the Company, (such Arbitrator to be approved by the Governor in Council of | Canada,) one by the Contractors, and the third Ijy the two Arbitrators, before entering on thebusiness of tho reference, and the decision of these three Arbitrators, or of any two of them, shall be binding and conclusive upon both parties, as to the question | or difference of opinion so referred to them. 148 laterpraUUon elanie 21. THAT the parties hereto, will respectively make and en- ter into all such deeds as may be necessary for giving effect to | 8ttch reference. 22. LASTLY,* that whenever, in this contract, the words,! ** The English Contractors " are used, they shall mean William I Jackson, Samuel Morton Peto, Thomas Brassey, and Edwardl Ladd Betts, or the survivors or survivor of them, or three out i four of them, or two out of three of them, or the executors, admin-l istrators w assigns of the survivor of them, and that, in the eventl of the Bankruptcy or insolvency of any one or more of them, theiil or his Asssignces shall be excluded from all control over or interesll in this contract, and when any act is to be done by the Englistj Contractors, it shall be suflBcient if done by, or by the authoritjl of the majority of them in person, or acting under power o(| Attorney from each to the other, or by the majority of the surf vivors of them, or by the survivors or survivor of them, or bjl the Executors, Administrators or Assigns of such survivor, ami I so " mutatis mutandis" in the case of tho words, " The Canadiai| " Contractors." In WiriTESS Whereof, the said Companies, parties to theal presents, have caused their common Seals to bo hereunto affixedl and the said William Jackson and John Ross, have hereunto eej their Hands and Seals tho day and year first above written. ) and iiho jbitration, itained. I sball arise onstruction jnts, or any arrying out jid also, all I, whenever, irrod to the e Company, Council of I Ijy the two jference, and two of them, } the question make and en- 1 iving eflfect to I ^»/< ct, the words,! mean WilUaml and Edvrard| or three out ( soutors, admin-l at, in the event! oof them, theiil over or interest! bytheEnglislI y the authoritjl mder power oti rity of the sur-f of them, or bj I 5h survivor, anJl «The Cana^Bail , parties to the«| hereunto affixfti lave hereunto sel ivo written. i'i AliMtjhj!,l/>jlj husmii^ 'ii:.i,iiiiiJLil ^'vf m '■km, iwvi vJw , t!*"r: '"j^r lor lit ' 1! • «»!^f*»>l«' ■'•I. i.:.t.- .^ yn • ? ■ lit.; ?^»i, ■■'... ; 'ill Ui. ;.lii'. iM i!i 'M • ■ , i ' '' i-.NtTrv,<(-'" '. ;'• ' • •■? fU:T. !i-».'' ■"■'- i>'' • '•^., ^.' '^ "vTirM-.i. ,?■ •!.':.■ ? v.. :X K "''■ it*" • , , i_ (.!.l| •'■''!( "• f i' ' •.>■ I'll ' l'' ' ', I ** V- ' ' .ii'"M';- 'b'! 41 THE GRAND TRUNK RAILWAY COMPANY THE gra:nd junction RAILtiOAD OF CANADA. J A. T. OALT. President St.Lawrence^ MUmtk Railroad Company. COMPANY. .. r-j • f;,_, .t, iHM,, »','Jw' i. «, ,.Vf S,', ,■. GRAND For the Quebec and Richmond TRUNK RAILWAY COMPANY Railway Company, , or CANADA EAST. . ..!:;• >V'i V .■n(jL gf Aieiisuidtaf '•fjjt Stftcs, Wt«' I.J, . , .,, .. I THO^LIS i^fc r W'«,V,S». Vtir.if^iVf' i hi ::' -r^Vk-- 43 Exlractfrmn the Proceedings of a Meeting of Shareholders of tJie St. Law- rerwe and Atlantic Railroad Company y held ai their Ojffke, in the City of Montreal, mi Mon»ay the ^Qth day of May, 1853. Moved by William Molson, Esq., secondv-jd by H. L. Routh, Esq. and Resolved, — That the Saint Lawrence and Atlantic Bailroad Company, by the vote of its proprietors now assembled, hereby ratifies, approves of, and in all respects confirms and adopts the Amalgamation Agreement now submitted to this meeting, entered into by the Directors of this Company, acting by the President thereof: which agreement is dated at London, tJie 12th April, 1853, and is made between The Grand Trunk Railway Company of Canada, of the first part ; The Grand Junction Railway Company, of the second part ; The Grand Trunk Railway Company of Canada East, of the third part ; The Quebec and Richmond Railroad Company, of the fourth part ; The St. Law- rence and Atlantic Railroad Company, of the fifth part; The Toronto and Guelph Railway Company, of the sixth part ; The Atlantic and St. Lawrence Railroad Company, of the seventh part ; and William Jackson, of Birkenhead, England, Esquire, and the Honorable John Rosa, of Belleville, Canada, of the Icighth part :' Avhercby thia Company, on the conditions and for the considerations I therein stated, amalgamates with the said Grand Trunk Railway Company of [Canada. Which was carried unanimously. •ixtractfrom the Prorordlngs of a McAiny of the Shareholders of the Toronto ami Gud^Ji Kailimy Cojnjjfiny, held aJt the Office of tfte Company, in ikt- City >f Toronto, on FaiUAt tJie Zrd June, 1863. ■ii;i Moved by J. M. Straohan, Esq. seconded by Wm. Clarke, Esq. That the Tori>uU) and Guolph Railway Company, by the vote of \\f^ propri- etors now oHsomblwl, lion^by ratifios, approves of, and in all reaiiocts confirms ud adopts tho Amalgamation Agreement Jiow submitted to the meeting. ■ . Which was can'icd unaninnouRly. ^U Mi 44 Extrojdfrom the Proceedings of a Meeting of the Stockholders of the Grand Trunk Bailtoay Company of Canada, held at the Office of the Company, in the City of Quebec, on Monday the Wth day of Jvly, 1863. Moved by The Honorable Peter McGill, seconded by George Crawford, Esq. and Resolved, — That the Grand Trunk Railway Company of Canada, by the vote of its proprietors now assembled, hereby ratifies, approves of, and in all res- pects confirms the agreement for amalgamation now submitted to this Meeting, entered into by the Directors of the Company, acting by their Agent the President of the Company, and Chairman of the Board of Directors, which agreement is dated at London, the 12th April, 1853, and is made between the Grand Trunk Railway Company of Canada, of the first part ; The Grand Junction Railroad Company, of the second part ; The Grand Trunk Riiilway Company of Canada East, of the third part ; The Quebec and Richmond Railroad Company, of the fourth part ; The Saint Lawrence and Atlantic Railroad Company, of tk fifth part ; The Toronto and Guelph Railway Company, of the sixth part ; The Atlantic and Saint Lawrence Railroad Company, of the seventh part; and William Jackson, of Birkenhead, England, Esquire, and The Honorable John Ross, of Belleville, Canada, of the eighth part ; whereby, on the conditions and for the considerations therein statal, the above mentioned Railrosuls of the second, third, fourth, fifth and sixth parts, are united with and incorporated witli this Company. Extract from the Proceedings of a Meeting of the Stockholders of the Graidl Trunk Railway Compuny of Canada East, held at the Office of th\ Grand Trunk Railway Company of Catuida, in the City of Qmbec,(in\ Monday, the llth July, 1853. Moved by Siu H. J. Caldweix, seconded by the Hon Mb, Belleau, and Unanimomhj Resolved, — That the Grand Trunk Railway Company ot'l Canatia East, by the vote of the Shareholders hero assembled, hea4>y i-jititieJ approves of, and in iill respects confirms the agreement for amalgamation, non 8ubmitt*Hl to thi« Meeting, outored into by tlio Dii-ectors of the Company, uct-T ing by tlioir Agoats, The lion. John Roas, James Bell Forsyth, and Williami Rh(xlc3, EnquiiX'S, which agn^ement is date: '"il-^vl .sL/batT. a iittiiv i md mx>L?mv*i^ awl ibart -m Iw, swaI to*^ Q/'i'^ c :,V^ •' T y,Otttheci * e oiJBsi'ltTsitioa* thorei fh.« ah(>¥i? »i?nfmoef3 Riilr*;v; J- ij^t, ftmith, Will aii't xixth P'Sfrrt;^. ?vm umk-^i ^th '^-t^frifiirporatiTi ;*«^. : £ MomI by Sm ft. J r ■. rf.W l-y tbi" lli'N Mr '^' ' ■ UnayiiniJtf't^bf /t "'•(,»/-•• C: -A Tv:p!r ir^ ^^- Ciin^i'?* 1*':^H'. hy tlHi v"i?f , •(■ , ■. V-. ?vJ in -^ 4l, ■ ■n'v f'jr . iiiii'-f. i;:, Wa. lUii'^.t'S Li., .-. ,/t .1 1 ttiiU ;« iufkd[^> befcwwi V fir*t pai't ; Thp Gm* Onwitl 'Crutik Kaiiwu • U tut;'*t., iir dir cii)j-<< }<»r; , Th*- '.; aD■ ,. ■•r'lrttlO a;-'' ' r .;.','<>f rj~ ,:.;:,■ .,,..? y.:^>f r.; r rijiv-^n- , , J" -ad 'Xho Mruto/ uj-i^, '»t' lir:n«wUl»:s Oatu.ljt, '^f tU<^(. : pan ; winwby, ihia Caw fViii,- ; t.:W Utc ^'Uitl '^HK;T'a ■ (fth^ Or 4 It was moved and seconded, and imanimonsly Resolted, — ^That the Report now read be received, and that the agreement executed provisionally, (under the authority of the Act 16, Vic. cap. 39, and the Act 16, Vic. cap. 76,) on the 12th day of April last, between the Grand Trunk Railway Company, the Grand Junction Railroad Company, the Grand Trunk Railway Company of Canada East, the Quebec and Richmond Railway Company, the Saint Lawrence and Atlantic Railway Company, the Toronto and Guelph Railway Company, and the Atlantic and Saint Lawrence Railway Company, for the purpose of amalgamating the said Companies into one Com- pany ; under the name of the Grand Trunk Railway Company of Cri,nada, be ratified and confirmed, and that the Directors be, and they are, hereby author- ized and empowered, to take all such measures as they may deem advisable for carrying the same into effect. Carried unanimously. ./:. 'IV- •■ 'I "■■".■•■/ r ..... 1 . cV •1 : ■■■ I'' ;ft;i'> m m tv ^\|\. f iAMJij .. ) Trui»k HHUDISS^ W (CILAlUiia Date of Deed, 12th April, 1853 1 Names of Parties assenting to Deed of Amalgamation 2 Act 16, Vict. Gap. 37, Incorporating The Grand Trunk Railwaj Company of Canada, recited 3 Capital, £3,000,000 Sterling 4 Provincial Guarantee to be given to the extent of £3,000 Sterling per mile, at the rate of £40,000 for everjr £100,000 expended on the works 6 Amountjof Provincial Bonds to be issued to the Grand Trunk Railway Compaaj, £1,035,000 Sterling G Contract with Jackson, Peto, Brassej and Betts, dated 14th December, 1852, to construct The Grand Trunk Railway, for £7625 Sterling per mile 7 Second contract with Jackson, Peto, Brassey and Betts, modifying the former Contract, the sum to be paid the Contractors to be £3,000,000 Sterling for construction and equipment of the Road, date of contract, 23rd March, 1863. 8 Payment to be as follows: £1,035,000 in Provincial Debentures, £982,500 in Company's Debentures ; £982,500 in Stock 9 Debentures and Stock to be lodged with G. C. Glyn and Thomas Baring and S. M. Peto, and Thomas Brassey, and sold for account of the Contractors 10 Contractors to pay Interest on Debentures and Stock until the Railway is finished. . . II Payments to be made at the rate of CO per cent, of the Engineer's Monthly Certificates. 12 £40,000 set aside for the payment of Salaries, etc 13 If the Company receive any portion of the Road before the whole is completed. The Con« tractors to be released from the payment of Interest on the amount of Capital expended on such portion. • . 14 Contract subject to modification in case of Union or Amalgamation with other Companies. 15 Act 16 Vict. Cap. 38, Incorporating " The Grand Trunk Railway Company of Canada East," recited 16 Capital of the Grand Trunk Railway Company of Canada East, to be £1,000,000 Sterling with Provincial Guarantee. 17 Amount of Provincial Bonds to be issued to the Grand Trunk Railroad Company of Can- ada Bast, to be £459.000 18 Contract with Jackson, Peto, Brassey and Betts, for the construction of the Road, dated 23rd March, 1853, for £1,224,000, on the same condition as preceding contract. ■ . 19 Payment to be made aa follows : £469,000 Sterling, in Provincial Del^ntures, £382,500 Stg. in Company's Debentures ; 382,500 in Stock 20 £13,000 set aside for payment of Salaries, etc . . 21 In case the Company be not authorized to raise a larger amount of Capital, t citable ar- rangement to be made between the Company and the Contractors 22 Act 16 Vict. Cap. 43, Incorporating " The Grand Junction Railroad Company," recited. 23 Capital of the Company to be £1,000,000 Sterling 24 Contract for the construction of the Grand Junction Railway by Jackson, Peto, Brassey and Betts, dated 23rd March, 1853, for the sum of £400',000 from Belleville to Peter- borough 25 Payment one-half to be in Company's Debentures, and one-half in Stock 26 Railway to bo completed on or before 1st January, 1859 27 Interest on Debentures and Stock to be paid by the Contractors until the completion of the Road. 28 £4,000 set apart for the payment of Salaries 23 Act 14 and 15 Vict. Cap. 148, Incorporating " The Toronto and Guelph Railway Company," recited. . . ■ • • • . • • • • • • • • > • • • • • • • • •T' Act IG Vict. Cop. 41, amending former Act, recited. 31 Capital, £321,000 Currency with powers to increase it. 82 Railway mayne extended from Guelph toSarnia, with an increase of £1,000,000 Currency to the Capital of the Company 83 Contract with C. S. Gzowski, D. L. McPherson, L. H. Holton an \ A. T. Gait, dated 2Gth November, 1852, to construct the Railway from Toronto to G elph 34 Another contract with the same parties, to construct the Railway from Guelph to Snrnia, dated 18th February, 1853 : 35 Contracts of the 26th Nurcmber, 1852, and 18th February, 1813, with C. S. Gzowski & Co. to be annulled in case of Amalgamation and a new one under date 24th March, 1853, for the construction of the Road from Toronto to Sarnia to bo made 3G Railway to bo completed by the 1st July, 1817, for the sum of £1,376,000 Sterling, with sim- ilar conditions as to payment of Interest, etc, as inserted in the contracts with Messrs. Jackson 4 Co 3'' .il>J*9 W«rh«iatjM«fi, • ■ 1 , , 2 lada, • • 3 • • 4 ate of ■ * 6 55,000 G struct 1 itract, mand , , 8 pany's • , 9 . Poto, • • 10 , , 11 tea. 12 , , 13 le Con- Lpendcd , , 14 ipanles. 15 Canada • • 16 Sterling 11 of' Can- • • • 18 id, dated t. .. 19 £382,500 20 • • 21 table ar- , , 22 cited. 23 • • • • 24 , Brassey to Peter- , , 25 .. 26 , , 27 pletion of • • 28 , , 2D !ompany," . . 30 31 , , 82 Currency 83 iated 2Gth . . 34 to Snrnia, , , 35 ivski & Co. irch, 1853, 3C f, with sim- itli Messrs 37 ,.^ *64 Ai'---- Avt le CM \itilM n{ th« R(iilr)> . Atifvmv ir <', iii Vist W 1.4 i.ii > rieitwl, ., .. .. 'fas C'flfajTMttr'n ''?>lM ^?v, W ^tvh ^ ■**"■ kyf'-.''! TrfMjV ♦>tj^»-, - a • 'wy fi" *■ . 'JO, Ail! ■im. - . ... - f. '"?-;y h"" ^-''" I'?* '..';" ^ tf..<. it' ^ • \ .;♦^^. -> • >; t A e-fiT n:^ ^ ... .... . .;•„ ;.-i .«»4 :_ ^-iamttDnf of Vi(\ l'U"*.-«fc .■«4.' HiHtiRSi- ( '.' yf!Vt-i^7 **■ '*A'it «> !r-..,' -i. I 1 li ^'1 ,;■ >t .,J. iH' it" '■-'.■ ,:*■ ( fil tW- •i'l IMAGE EVALUATrON TEST TARGET (MT-3) 1.0 1.1 l:i|21 |25 Km ^^ ^'^ itt U2 12.2 I!? itt "^ ^ l££ 12.0 mi L25 i U. ||.6 Photographic Sciences Corporation 33 ^ !..^ ' MAIN STHIT WIUTIR.N.V. I4SM (716) l7a-4303 4^ m ■X/V^ii^hmii-lo^i »,' r ilUiUill'i I'n .'1 ,.A«.iua u »?i* .'OuifhcSu r'r!. .Hur.. 41 £13,000 1* be iMorred for pa^anMit of 8alsri«B,ete. .. ' 9S ""f^a- .. .. ..88 Act 13 and 14 Yict Gap. 11^ Incorporating ** Th* Qafibeo and Bicbmond Ihilioad Oom- pany," recited 39 Contract dated 20th October, 1852, with Jackaon. Peto, Braaeey and Betti, to eoutmot and equip the Quebec and Richmond Bailroad 40 Road to be completed by the let December, 1366, for the evm of £660,000 Sterling. . . 41 Payment to be made as follows : £260,000 Sterling, in Provincial Debentnres, £100,000 Sterling, in Company's Debentures, £206,000 Sterling, in Cash, £96,000 Sterling in Steele 42 Contractors to pay Interest on Shares and Debentures 43 Act 8 Yict. Cap. 25, Incorporating "The St. Lairrenoe and Atlantic Railroad Company," recited. 44 Capital, £600,000 Currency, with power to add £600,000 Currency more 45 Act 10 and 11 Yict. Cap, 66, amending former Act and extending the powers of the Com* paa^y 40 Three subsequent Acts passed extending the powers of th? Company, Yiz:— 12 Yict Cap. 176, 13 ii 14 Yict. Cap. 118, 16 Yict. Gap. 47 47 Total Capital of the St. Lawrence and Atlantic Railroad Compai y authorized to be raised I7 them is £1,225,000 Currency 48 Provincial Debentures to the amount of £67,500 held by the St. Lawrence and Atlantic Ridlroad Company. 49 Act 16 Yict. Cap. 39 Empowering any Railway forming part of the Main Trunk Line, to purchase any other Line, recited 60 Act to apply to the St Lawrence and Atlantic Ri^way 61 Provisions of the Act 16 Yict. Cap. 39, recited 52 Meetings of the Shaieholders to be called, for ratifying or disallowing such Union or Amalgamation 53 Three-fourths of the Yotes of the Shareholders required to ratify the Union 54 When Amalgamated, The United Company to have all the rights of the respective Compan- ies, and sliaU also assume tbelr liabilities 55 The Capital of the United Company, to be equal to the combined Capitals of the Companies forming such Union , 56 Act 16 Yict. Cap. 76, extending the provisions af the Union Act, 16 Yict Cap. 39, reeited 57 The Company's Union Act, to apply to " The Qrand Trunk Railway Company of Can- ada.'r 58 The number of Directors of the Amalgamatrd Grand Trunk Railway Oouipany to be 18, 12 to be elected by the Shareholders and 6 appointed by the Governor 69 If the Company renounce the benefit of the Government Guarantee, the number of Directors to be only 12, elected by the Shareholders 60 Act 16 Yict. Cap. 76, Authorizing the constnotion of a Railway Bridge over the St. Law- rence, at Montreal, recited 61 The Grand Trunk Railway Company of Canada may construct sneh Bridge 62 To be called the " Yictoria Bridge.'^ 68 Capital Stock of the Company constructing sueh Bridge, to be increased by £1,600,000 Sterling 64 Contract dated 23rd March, 1863, with Jackson, Peto, Brassey and Betts, for the constmo- tion of the Bridge 65 Price for Tubular Bridge to be £1,400,000 Bterliag, to be inoteased, if necessary, to £1,500,000 Sterling. 66 Amount of Provincial Bonds to be issued to the Companies forming The Amalgamated Grand Trunk Railway Company of Canada, is £1,811,500 Sterling 67 The Amalgamation of the several Companies intersecung or forming tne Main Trunk Line of Railway tiirough the Province is desirable 68 From iBt July, 1863, the Undermentioned Railway Companies agree to Unite and Amal- gamate into one Railway Company, to be osilled " The Grand Trunk Railway Com- pany of Canada," Vis : — Tlte Grand Trunk Railway Company of Canada. The Grand Trunk Railwav Company of Canada last. The Qnebee and Richmond Railroad Company. The St. Lawrence and Atlantic Railroad Company. The Toronto and Guelph Railwaj' Company. The Qrand Junction Railw^r Company 69 The United undertaking 'to oomprise the oonstmotion and maintenance of the Yictoria Bridge. .. .• 70 The Railway Clauses Coniolidation Act to apply to the Amalgamated Company. . . 71 The Capital of the United Company to consist of the aggregate of the Capitals of the Com- panies fbrmlng it 72 The Stock of the (juebeo and Richmond Railroad Company to rank as Stock of the United Company with so much paid en it 78 I it! 4g The Stock of th* St Lawnnoe ud Atlantio BaUmj Cmugtaj to nnk •■ iloek of the United Oonptsoj with ee moah paid oait. •• •.- f4 £15,000 Sterling to be paid to the Shueholdera of the St. Lnimrce nnd AtUntlo !tailra*d Oompnoj tor nneue of Intemt. .... ,. in. The Stock of the Toronto «nd Onelph Bailing Oompanj, to nuik m Stodk in the United Compenj, with so nrach paid on it 16 £3,000 Sterling to be be paid to the Stockholders of the Toronto and Goelph Ridlway Co. 17 The Stock of the remainuig Companiea to rank as Stock in the United Oompuy. . . 18 Unissued FroTinciaLDebentores belonging to anj otlier Company, to become the property of the United Oompany .. ig The United Company to create Stede to tha amount of £4,864,800 SterUaf, in shares of XlS Sterling each . . . . . . . . 80 The United Oompany to create " Conrertlble Debentures" to the extent of £1,811,000 Sterling, to be hereafter exchanged ftr PsoTindal Debentures. 81 Debentures to be called " Company's Debentures" to be created to the amount of £2,087,090 Sterling, convertible into Stock on or before 1st January, 1863. 82 Of Company's Debentures the sum of £219.800 Sterling, of the Stoek the sum of £8S8,400 Starting, shall be reserrcd for eertain Snare and Bond Holdnrs 88 Parties entitled to such Debentures and Stock, to signifiy their aeeeptance within 31 day* fhmi notification ■,. .. .. 84 81,336 Shares to be issued in exchange for Quebec and Richmond and St Lawreaee and Atiantio Shares 85 Apportioning of Remaining Stock,^ Vie :o-144,920 Shares egoal to £8,62^000 Bterlfaig. . . 86 Exiating Shareholders in certain Companies entitled to Snares In the 'united Company. 87 The Shares may be issued in Oanada or elsewhere 88 Directors to hare power to make arrangemenU for the issoe of Shares aad Debentures in Kngland or elsewhere. . . . . 89 And also, for the paymentof Dirideads and Interest* ' .i''^ . . 90 For appointment of an Agent or Agents eto 91 Ko call after first allotment to exceed £2 lOs. Od. on each Share, and 10 per cent on each Debenture, such calls to be at interrals of not less than fonr months 82 A New Register of Shareholders to be made, and arrangements to be made for the exoIUMige of Certificates .. .. .. 03 The Directors may enforce the payment of calls. . . 94 The profits of the United Oompaar to be arailabte for Dttidsnd '■ ' 'iV" . . 95 Six of the Directors shall be resident in Enj[lanc! . . ■ ■ . . 96 Six Difectots shall be a Quorum. Directors may vote by Proxy. . . 67 Names of the First Directors 98 Qualifloation of Bleotiva Directors to be 35 Shares each, Ooremment Directors not re- quired to hold Stock . . . . 99 Retirement of Directors .. ..100 Fhrst ordinary General Meeting of Shareholders 101 Notice of mee^g to be published for one month 102 Totes to be equal to the number of Shares held 108 Appohitment of throe Auditors 104 Directors may make By-Laws 105 The provisions of the several contracts with Jackson A Co. aad Gaowski A Oo., to be mod- ified and new contracts to be entered into 106 The United Oompany to pay Interest on shares and Debentures fi:om date of Amalgam- ation to the final completion of the Road 107 The expenses of the Engineer and Staff of the Victoria Bridge, to be borne by the Oo. 108 An Act to be applied for. If necessary, to confirm the Provisions of this agreement and for sundry other purposes 109 If the agreement is not ratified by all the Companies, it shall enure as to such of the Com- panies as shall rati^r it 110 Incorporation of the Atlantic and St. Lawrence Railway HI Capital of the Atlantic anc" St. Lawrence Railroad Oompany : $1,700,000 In Shares, $3,000,000 in Bonds 113 Recital of toe lease entered hitc by the Hon. John Ross and William Jackson, on tho part of the United Company with tbe Atlantic and St. Lawrence Railroad oompany for a term of 999 years 113 Contract with Jackson A Oo. for the construction of the Grand Trunk Railway of Oanada, dated 14th December, 1852. and 23rd March 1863 lU Contract with Jackson & Co. for construction of the Grand Trunk Railway of Oanada Bast, dated 2ard of March, 1853 115 Contract with Jackson A Oo. for the construction of the Quebec and Richmond Railroad dated 22nd October, 1863 W Contract with Jackson A Co. for tho construction of the Grand Junetion Railway, dated i3rd March, 18C3 Ut Contract with CI. S. Gzowskl A Co. for the ooBStruction of the Railway (torn Toronto to Samla, dated 34th March. 1863 118 Contract with Jackson A Oo. for the construction of the Victoria Bridge, dated 33rd March, 1863 119 E of the toOnwd » United waj Go. property isof.£25 ,'811,000 1,097,000 £568,400 I 31 days ■ » • • eaeeutd • « rling. • . Jompaaj. ■ • intaniB ia • • • • • • • • itoneAoh •xol^nge • * • • • • • • • ■ }r8 not re- tobemod- • • • • Amalgam- • • by the Co. lement and U 7» 76 77 78 79 80 81 83 88 84 85 86 87 88 8» 90 91 •2 03 94 95 98 07 98 99 100 101 103 108 104 105 106 107 108 m of the Com- in Shares, on the part apany for a f of Canada, ■ of Canada ad Railroad Iway, dated Toronto to 33rd Blareh, 109 110 111 112 113 lit 115 116 lit 118 119 taken lU <-Us.<> itia, li^t-i ViH^OTtl to r»; r!ou3 r,tix nlmctora, U' m«i. tbe ? 1 1: TK» !^t::A'>;T IIto WL T.ft«Viai\r-s \:.' tAir \-- II: row*. ■■■X if«,.-i,-ij!!-"''.> -Wruu^j, ■ r .iiUfxl in v^Tckanijife fof Q«e&»o «n(l SlclttnftB'^ Wv*#«;?;'- 49 Gertein modifioat!'^Tia and alterationa made in the wreial oontraeta before tedted. . .' 120 Oontraotots to bv paid in Sterling money instead of ProTincial Bonda and to reoeiTe an increaae of 16 per cent npon the amount of aaeb Prorincial Debentures 121 Bngliah Oontraetors to take on Ist July, 1864, 24,163 Shares (called subsequently B shares) £301,912 of Oonrertible Debentures, £301,912 of Oompanv's Debentures 122 The Bngush Contractors shall also take the balance of the B Shares and Bonds not taken by the Stockholders, on the 1st July, 1864. Viz :— 48,307 Shares, £603,838 Oonrertible Bonds, £603,838 Company's Bonds. . . 12f The Contractors to pay Interest at the rate of 6 per cent per annum on amount of Capital called up to par Engineer'a Certificates, &e 124 The Amalgamated Company bound by the preceding contracts 125 All payments to be made in Sterling money 126 Contractors to hare 16 per cent in addition instead of Provincial Bonds 127 In case of difficulty. Provincial Debentures to be received by the contractors at par. . . 128 All the Clauses in tne preceding cuulracts, relating to lodging of Shares and Debentures in the hands of Trustees, to betio longer in force 129 Engineer to grant Certificates for works done 130 Company may receive portions of the Railways when completed, if they judge proper so to do 131 English Contractors to pay a sum of £67,000 for Salaries, instead of the various sums mentioned in the contracts 132 Canadian Contractors to pay £13,000 for Salaries 133 One per cent to be deducted from the payments made to Contractors, to meet the siun set apart for salaries 134 AL.y balance remainmg of the sums set apart for salaries at the completion of the works, to be repaid to the Contractors 136 The Company failing to pay the Certificates, the Contractors have the option of stopping the works 136 On the Ist July, 1864, the English Contractors shall take the Shares and Debentures men- tioned in the preceding Clauses 137 The English Contractors dhall also, as soon after the 1st July, 1864, as they shall be requir- ed to take the balance of shares and Debentures 138 The English Contractors shall, seven days before 1st January and 1st July, in every year, provide for the payment of Interest on the capital actually expended on the works. 139 The English Contractors shall, also, on the same days, provide for the payment of Interest on j of the amount called up over and above the amount expended on the works. . . 140 In default of payment of Interest, the Company* authorised to deduct the amount frem the Oertificatesforworks with Interest, at 6 percent 141 Payment of Interest to cease in proportion to the Line opened 142 Canadian Contractors to pay Interest at six per cent per annum, on amount expended on 'vorks, and to provide for the same 6 days before Ist January and 1st July in each year, until opening of Road 143 Canadian Contractors shall also pay Interest on one third of the amount called up over and above the amount expended on the works 144 Calls due by the Contractors may be ciedited to them against an equivalent amount on Certificates tor work 145 Application to be made to the Provincial Lceislature for an Act, authorizing an extension of the time for completing the works, and for other purposes 146 Id case of dispute, the matter in dispute to be referred to three Arbitrators, tob. approved of by the Governor in Council > 147 Interpretation Clause 148