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nay 
 
 REPORT OF PROCEEDINGS 
 
 r AT A 
 
 SPECIAL GENERAL MEETING 
 
 OF THE SHAREHOLDERS OF THE 
 
 PACIFIC etmy coMPHsif 
 
 HELD AT MONTREAL 
 
 ON THE 3rd AND 6th DAYS OF MARCH, 
 
 IS 84. 
 
 MONTREAL 
 PRINTED BY GAZETTE PRINTING COMPANY 
 
 1884. 
 
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CANADIAN PACIFIC RAILWAY. 
 
 '-; 
 
 REPORT. 
 
 A special g<:!neral meeting of the Shareholders of the 
 Canadian Pacilic; Itailway Company was called under 
 the authority of a resolution of the Board, passed at an 
 adjourned meeting th(^reof held on the 81st day of January, 
 1884; and notice thereof was duly given, by the publica- 
 tion in the Canada Gazette, as required by the charter and 
 by-laws, of the following notice : — 
 
 A si)ecial ^onoral mw^ting of tlio sharohoLlers of the Canadian Pacific 
 Railway Company, will be held at tlu* olti(!e of the Company, in ^Montreal, 
 on Monday, the third day of .March next, at twelve o'clock noon, to take 
 into consideration the roKolutions of which iiotice has lx)en given by the 
 Honorable Sir Charles Tupt)er, as appears by the \^)tes and Proceedings 
 of the House of Commons of Canada, of date the thirtieth day of January 
 last, and any Act that may l)e passed by thci Parliament of Canada, 
 founded on such resolutions ; and to determine whether or no the pro- 
 visions of the said resolutions, or of such Act, shall be accepted, and the 
 Board of Directors of the Company authorized to execute such agreement 
 as shall Ije provided for in such Act; and to take such other steps in the 
 matter as may l)e deemed exi)odiont. 
 
 By order of the Board, 
 
 CHARLEO DRINKWATER, 
 
 Secretary. 
 Montreal, Ist February, 1884. 
 
 The shareholders assembled, in conformity with the 
 notice, on the 3rd March, 1884, at noon, at the office of the 
 Company in Montreal. The President took the chair, and 
 the Secretary of the Company acted as secretary of the 
 meeting. 
 
 The shareholders present in person and duly represented 
 by proxy were ascertained to be 8t in number, holding 
 
■., i- ■/■.,'■■ • 
 
 two hundred and fifty-rive thousand six hundred and live 
 (255,605) shares of the stock ol' the Company. 
 
 The Secretary read the notice" calling the meeting. 
 
 The meeting then adjourned by unanimous vote, to 
 Thursday the 6th March instant, at ;:hree o'clock p. m. 
 
 On the 6th March, 1884, at three o'clock, p. m., the 
 shareholders again assembled at the ofliceof the Company, 
 conformably to the resolution of adjournment passed on 
 the 3rd March instant. .,,,., 
 
 The President again took the chair. ' 
 
 The Secretary again acted as Secretary of the meeting. 
 
 The shareholders present and represented were ascer- 
 tained to be the same and to represent the same nurr.ber 
 of shares, as at the meeting on tne 3rd March instant, 
 above referred to, ' ^ ■ 
 
 The notice calling the meeting was again read. 
 
 The President thereupon read the following statement. 
 
 ' ■■;."';';v , ;' ' Statement. ■ ., ■ .,:■ s' 
 
 In the month of December last, it became apparent, that 
 the arrangement recently made with the G-overnment of 
 the Dominion, for securing for ten years a three per cent 
 dividend upon the Company's stock, would not be suc- 
 cessful in raising the market value of the stock, to such 
 an extent as to justify the sale of the balance then remain- 
 ing, amounting to $45,000,000, and the Board determiried 
 to enter into negociations with the GrOA'^ernment of the 
 Dominion, for obtaining a loan, to enable the Company to 
 continue the construction of the railway at the previous 
 rate of progress. I therefore laid the position of the Com- 
 pany fully before the Grovernment, with a view tp arranging 
 
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for the required a-ssistaiice ; and after several inti^rviews 
 witli the Premier and other members of the Government, 
 I addressed a letter to the Minister of Railways and 
 Canals, containing an explanation of the reasons vrhieh 
 had prompted the request for a loan ; such statements 
 respecting the Company's affairs as were required fully 
 to elucidate its position and re^iuirements, and suggestions 
 as to the particulars of the aid applied for. This letter 
 was as follows : 
 
 Canadian Pacific Railway Company, 
 
 ' ■ Montreal, ir)th January, 1884. 
 
 Sir, 
 
 I have the honour, on behalf of the Canadian Pa'ific 
 Railway Company, to lay before you for the information 
 of the Government, the following rei)resentations. 
 
 In the beginning of November last, I had the honour of 
 submitting to the Government a proposal for its co-opera- 
 tion, in securing a minimum dividend at the rate of three 
 per cent, per annum upon the outstanding sto(*k of the 
 Company, whi(^h the Company believed would have the 
 eflfect of increasing the market value of its shares to such 
 an extent, as to make the unissued stock available to assist 
 in providing funds for the completion of the Canadian 
 Pacific Railway by the end of 1885. And this belief was 
 shared by the friends and financial agents of the Company, 
 in the i^rincipal financial centres of Europe and the United 
 ' States. 
 
 As you are aware, the Government, after a very full 
 discussion of the matter, thought fit to accede to the re- 
 quest of the Company, and entered into an arrtingement 
 for securing the payment of a semi-aanual dividend at 
 the rate of three per cent, per annum on the outstanding 
 stock of the Company, amounting to $65,000,000 ; under 
 which the sum of $8,*710,240 in cash was placed in the 
 hands of the Government, afterwards supplemented by a 
 
i 
 
 payment ol' interest to meet the dividend payments lor 
 fiv^e years. And a preferential <harge was created upon 
 securities to the amount ol' !$8,2.')0,000, to secure the pay- 
 ment by the C^ompany to the Government, of tht' further 
 sum of |2,Hr)3,!)12 on or befon; the 1st February next, and 
 of $4,;J27,0()0 on the 17th August, 1888, these sufns, to- 
 gether with the cash deposited, (onKtitutiug an amount 
 sufficient to provide the entire fund rtn^uired for the 
 secured dividend, during the whole period of ten years. 
 The remainder of the authorized capital stock of the Com- 
 pany, amounting to !|8r),()00,()00, was also deposited with 
 the Crovernment, subject to tln^ right of ^he Comj)any to 
 issue any portion of it upon i)ayment to the Government 
 in advance of the amount rec^uired to pay the secured 
 dividend upon the amount so issued. 
 
 I regret to say, however, tnat the arrangement so made 
 has not attained its object in any degree. The stock 
 markets of the world have been in a depressed state for 
 sor'e months. The credit of the Company, its means and 
 resources, and the capabilities of the Northwest territories 
 as an advantageous field for emigration and colonization, 
 have been systematically decried, and assailed by the 
 most calumnious and unfounded statements. And by 
 such mea. .j, and by urging the possibility^ of the whole 
 of the remaining stock of the Company being at any mo- 
 ment placed upon the market, any rise in the market 
 value of the stock has l)een effectually prevented. In fact, 
 w^hen the amount paid in advance of dividends is con- 
 sidered, the stock will be found to have fallen much be- 
 low the rate at which it was held, before the dividend 
 was secured. 
 
 Although, therefore, the Company is possessed of ample 
 means and resources, taken at their fair value, for the 
 completion of its line within the time it has lately con- 
 temi)lated as practicable, it is not in a position to realize 
 upon its property, or its remaining stock, without ruin- 
 ous sacrifice. And the payment to the Government of 
 
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 |8,7 10,240 in advance of I he sviun^d dividend, has deprived 
 it Ibi- the moment of ihe moans for continued vigorous 
 exertion in eonstrueti(»n, without enabling it to recoup 
 it.self by the sale of its stock, as was confidently and 
 reasonably (expected. 
 
 hi support of the statement I make that the Comi)any 
 has ample means and resources for the completion of its 
 work, 1 would submit to you some facts and statistics 
 whii-h I think fairly justify that assertion. 
 
 Of the subsidies in money and land to which the Com- 
 pany is entitled under the contract : — 
 
 TIk^ ( oinitany lias earned of llio UKiney subsidy $1 2,28(1,211 
 
 Loavinju' a balance of 1 2,710,781) 
 
 Of tbe land subsidy it has earnwl 13,755,705 acrert 
 
 Of Nvhiob it has sold 3,75:^400* " 
 
 Leavinjr a balance earned of 10,002,305 
 
 And unearned of 11,244,295 " 
 
 Balance of land ^rant available 21,24(5,600 " 
 
 The balance of the cash subsidy need not be remarked 
 upon. 
 
 The value of the balance of the land subsidy, may be 
 exemplified' by the result of the realization of the portion 
 already sold, which has produced a net return of $'2M 
 per acre. At this price the balance of lands would realize, 
 say, 21,247,000 acres at $2M per acre, 150,142,920. 
 
 In dealing with the land grant, the Company availed 
 itself of the powder of issuing land grant bonds to the 
 amount of |25,000,000, constituting a first mortgage upon 
 the lands, but not creating any charge u})on the Railway. 
 And these bonds, or their proceeds, were placed in the 
 hands of the Grovernment, to be returned to the Company 
 as the v^ork should proceed, in the sume proportions in 
 which it is entitled to receive the landf?, and at the rate 
 of one dollar for each acre earned ; but subject to a reserve 
 of one-fifth to constitut.^ a fund of $5,000,000 to be held 
 
 • Tlie officinl mc-moranduin of 12th December, 1S82, sthteil that 6,452,000 aorcs had been 
 sold up ti) that time. The.se fitfure.s included the originnl sale of 5,000,OWJ acres to the 
 Canivda North-West Land Co., which has since been reduced by aKreement, to 2,200,000 
 acres 
 
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 by the Govenimont as security for the operation of the 
 Railway. The land .jL^rant was conveyed to trustees by 
 way of mortj^age, to secure the kind grant bonds, the en- 
 tire proceeds of sales to be appropriated to the redemption of 
 the bonds. And a reference to what bus been done by 
 the trustees, will further exemplify the value of the lands 
 as a security. 
 
 ( )f tlioso bondH the Company has sold $10,000,000 
 
 It hafl retUH3med and destrojcd 16,067,000 
 
 Thero am held hy Land Con^paniesajrainHt payments 
 
 for lands sold not yet due 840,000 
 
 Tliere are balances [tayable by individuals on land 
 sold, not yet dtio, which aio available for 
 
 redemption of bonds 1 ,363,500 
 
 8,876,500 
 
 Balance of bonds to be provi(ie<l for out of unsold lands 1,123,500 
 
 Balance of Bonds in the hands of the Government 15,000,000 
 
 Total amount of bonds existinjr 16,123,500 
 
 The lands now actually earned and unsold, are ample 
 
 to pay oif these bonds in full : 
 Thus 10,002,305 acres (ij) $2.36 per acre 23,605,440 
 
 I^eaving a surplus from earned lands, after payinj^ off 
 
 the entire land grant bond issue of f 7,481,940 
 
 But the amount of land grant bonds unredeemed, is not 
 the measure of the Company's liability upon them. 
 That liability is as follows : 
 
 Amount of bonds in the hands of the pubhc $1,123,500 
 
 Amount of bonds charged with a lien for the pay- 
 ment of the balance re<iuired to secure the 
 guarantee dividend 5,258,000 
 
 Total amount for which the Company is liable $6,381,500 
 
 again st this there are : 
 
 Balance of lands earned and unsold 10,002,305 acres 
 
 Landunearned 11,244,295 " 
 
 Total 21,246,600 " 
 
 Say 21,247,000 acres ^ $2.36 50,142,920 
 
 Surplus of proceeds of lands over entire charge tliereon $43,761,420 
 
 
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In addition to these assets, which come directly from 
 the government and are under its control, the company 
 has in the hands of the government the remainder of its 
 stock, viz.: |35,000,000, subject to the payi^ent of 
 $8,575,000 to secure the dividend. And the company h-s 
 also a further amount of $10,000,000 of stock, upon which 
 it has obtained an advance of |5,000,000. 
 
 iv has exjjencled upon its main line of Railway, including the 
 
 completion of 1,121 miles, the sum of $23,563,564 
 
 It has exix!inded upon branch linee, including the completion 
 
 of 269 miles, the num of 3,827,092 
 
 It has expended in the improvement of railways received 
 
 from the Government, the sum of 353,601 
 
 It has equipixid its line and branches at a cost of 8,638,306 
 
 It has acquired extensions from Callander to Montreal and 
 
 Brockville, atacostof 3,203,050 
 
 It has on hand, materials, rails, etc 4,025,604 
 
 It has paid to Government in advance of dividend, say 8,710,240 
 
 It has paid interest on Capital Stock 2,128,000 
 
 Also interest on land grant bonds, and expenses in connection 
 
 with land grant 372,880 
 
 It has made advances towards acquiring a line to the sea-board, 
 
 and for other purposes within its charter 3,482,251 
 
 It has acquired real estate for termini, etc., at a cost of 390,789 
 
 58,695,377 
 And it has only received out of its entire cash and lan^ 
 
 subsidies, the aggregate sum of 21,318,222 
 
 Leaving a balance of y • 37,377,156 
 
 The above items of expenditure consist of net cash out- 
 lay, and the above balance represents the amount which 
 has been provided by the company itself The figures 
 are based upon the returns up to the 31st December last. 
 
 While the strength of the company's position, and the 
 extent of its property and resources are thus sufficiently 
 manifest, you will remark, that they are not of such a 
 nature as to be immediately available, for providing the 
 money required to carry on construction at the rate at 
 which it is proceeding. 
 
 The progress of the surveys and the information now 
 
♦ 10 
 
 obtained, enable the company to estimate with approxi- 
 mate certainty, that the cost of completing the work con- 
 tracted for, will not exceed the. sum of |2t,000,000. 
 
 The (.'ompany has now about 9,000 men at work; and 
 their wages, the supplies, plant and material necessary to 
 keep them fully employed ; the maintenance of the needful 
 proportion of rolling stock, and of the required staif, all 
 of which will be largely increased during the summer 
 months : will together require an average monthly expen- 
 diture during 1.884, of about $1,250,000, and during 1885, 
 of about $1,000,000. 
 
 There is also a certain amount of indebtedness always 
 necessarily current, which at present has increased beyond 
 the average, and it is essential that this should be provided 
 for without delay. ^ ■ . : . ' : 
 
 It might not be impracticable for the company to relax 
 its efforts for the completion of its work within two years, 
 and fall back upon the delay allowed by its contract ; thus 
 avoiding the necessity in a large degree for the financial 
 aid it now seeks. But the company considers that such a 
 change in its plans would retard the progress of the settle- 
 ment of the Northwest, would lock up the capital already 
 expended on the work, and would be disadvantageous in 
 many other respects in the highest degree, both to the 
 country and to the c^ompany. 
 
 Upon the wlfole, therefore, the company feels that it 
 should not abandon the idea of a speedy completion of its 
 undertaking, and acting upon that view, and being, as has 
 been already shown, unable to realize upon its property 
 without an inordini>te sacrifice, it has determined to apply 
 to the government for the temporary assistance it needs, in 
 order to complete its enterprize within the time re(;ently 
 contemplated. 
 
 In this connection I have further the honor to point 
 out to the Grovernment, that as the Company has expended 
 a sum of 137,3*77,155 of its own funds in the construc- 
 tion and equipment of the railway, it cannot be any longer 
 
11 
 
 necessary that the Grovernment should retain the sum of 
 $1,000,000, deposited under the contract as security for 
 construction. And further, that as the railway, in its 
 present incomplete state, is already producing an income ; 
 the net revenue during the last nine months having been 
 $978,660 : security for its operation is equally unnecessary. 
 It appears to the Company, therefore, that the G-overnment 
 might now dispense with the deposit of $1,000,000 as 
 security for construction, and with the deposit of bonds 
 stipulated for as security for operation. It can scarcely 
 be contended that these securities are any longer needed, 
 and their retention not only impairs the Company's means, 
 but remai;i6 as a standing imputation by the Grovernment 
 of the Dominion, upon the value of the railway as a com- 
 mercial enterprise, and indirectly upon the North-West 
 itself. I venture to think, therefore, that the abandon- 
 ment of the stipulations for such security, would be an 
 advantage to the country as well as to the Company. 
 
 The Company also desires, if possible, to obtain some 
 modification of the mode of paying the subsidy provided 
 for by the contract. The work, which now remains to be 
 done, is very unequally distributed, some portions of it 
 presenting no special difficulties for many miles, while 
 other portions will require very large expenditures 
 within short distances. In such cases, payment by mile- 
 age is obviously inequitable, and payment upon progress 
 estimates, as the work proceeds, would be more satisfac- 
 tory, and more just. 
 
 I have therefore, the honor to submit an application 
 by this Company, for an advance by the Government of a 
 sum sufficient to enable the Company to proceed vigour- 
 ously with its en+erprise. In connection with this, I 
 would also respect ly ask, that the stipulation for the 
 deposit of $1,000,000 as security for construction, and of 
 $5,000,000 in land grant bonds as security for the opera- 
 tion of the railway, be abandoned ; and that the remaining 
 cash subsidy be paid as the w^ork proceeds, in the proportion 
 
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 Hi; 
 
 which the work done bears to the work remaining to be 
 done. 
 
 And 1 would further ask, that the delay for the pay- 
 ment by the company of $2,853,912, which, under the 
 terms of the agreement with the Government of the Yth 
 November last, is payable during this month, may be 
 extended until the time approaches when it will be 
 needed for the payment of the secured dividend, namely, 
 the 7th of November, 1888, when the balance of that fund 
 is payable. 
 
 If the Grovernment can see its way to these concessions, 
 which I venture to think are not important to it, the 
 company would be enabled to proceed with its operations 
 at such a rate of progress, as would enable it to open the 
 railway at the end of next year, if it can obtain a tem- 
 porary advance upon its property to the extent of $22,- 
 500,000. 
 
 In consideration of this advance, the company is pre- 
 pared to place the Grovernment in a position of absolute 
 security as to its repayment. 
 It will be observed that the actual aA^erage of the land grant 
 still unappropriated, taken at one-half the net price real- 
 ized for the lands already sold, would exceed by $1,447,960 
 the amount of the advance now applied for, together with 
 a sura sufficient to pay in full the small balance of bonds 
 in the hands of the public. And at two-thirds of that net 
 price, would pay in addition the amount secured by the 
 bonds held by the government, under the agreement of the 
 7th November last. The proceeds of the lands can be 
 appropriated, first to the payment of interest on the loan, 
 and afterwards as a sinking fund to extinguish the prin- 
 cipal, by the same or similar machinery to that already 
 provided for the extinguishment of the land grant bonds ; 
 the balance of issued land grant bonds to be provided for 
 by appropriating to them a proportion of the proceeds, in 
 accordance with the terms of the land grant mortgage. 
 And apart from the amount required to provide for the 
 
payment of immediate wants, the balan(?e of the advance 
 could be paid to the company only as the work proceeds, 
 and thus ensure its application to the improvement of the 
 property. In addition to a special rharg'e on the lands, 
 the ultimate repayment of the advance, and of the amount 
 due in 1888, could be secured by a first charge upon the 
 company's main line and property, includini? the Pembina 
 branch and the lines east of C-allander, with such remedies 
 for the enforcement of payment, both of interest and 
 principal, as may be deemed expedient ; the lines east of 
 Callander remaining subject to the existing charge, for the 
 balance of their price remaining unpaid. 
 I have the honor to be. Sir, 
 
 Your obedient servant, 
 
 (Signed,) GEORGE STEniEN, 
 
 President Canadum Pdcijlc RailvHty. 
 
 To the Honorable the Minister 
 
 of Railways and Canals, . 
 
 , Etc., etc., etc. . 
 
 After consideration of thit; letter and the statements 
 with which it was accompanied, establishing the correct- 
 ness of the figures it contained ; and after numerous 
 interviews ana discussions with the Government, resolu- 
 tions were introduced in the House of Commons, by the 
 Minister of Railways, providing for a loan to the Company 
 of $22,500,000, bearing interest at the rate of five per cent, 
 per annum, and dealing with other matters to which the 
 letter referred. These resolutions were adopted, and a Bill 
 based upon them passed both the House of Commons and 
 the Senate, by very large majorities. A copy of the Bill 
 is now laid upon the table. (See Appendix). 
 
 It will be observed that the proposition submitted on 
 behalf of the Company, was not adopted by the Government 
 in all its parts. In addition to points which were con- 
 ceded by the Government, the Company desired to retain 
 control of their branches, w ith a view to raising money upon 
 
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 them for continuing- their construction, or for other 
 iUecefisary objectH in connection with the business of the 
 Company. But the (rovernmeni: determined that the 
 security which they sliould «^xact from the Company, 
 should cover all their property, without exception. 
 
 The loan, as provided for by the Act, is to be made upon 
 conditions, of which the following is a summary : 
 
 1. A loan of i|22,500,000 is authorised, to be repaid on 
 or before the Ist May, 1891, with interest at 5 per cent., 
 payable half-yearly. Out of the loan, $7,500,000 are to be 
 paid forthwith, to be applied to the payment of the Com- 
 pany's floating debt. 
 
 2. The balance of i|15,000,000, together with the re- 
 mainder of the cash subsidy, amounting to $12,710,000, or 
 $27,710,000 in all ; is to be paid to the Company, as the 
 work proceeds, in the proportion which the work done, 
 upon whi(;h no subsidy has been paid, bears to the work 
 remaining to be done. 
 
 3. The payment of the sum of $2,853,912, with interest 
 at four per cent., which was due on the 1st February last 
 under the guarantee arrangement of the 7th November 
 last, is postponed to the 7th November, 1888, when the 
 balance of the guarantee fund, amounting to $4,527,000, 
 
 falls due. 
 
 4. The Company are to proceed with the work of con- 
 struction, and complete it by the end of May, 1886. 
 
 5. A first charge is created upon the entire property of 
 the Company, including the land grant, as security for 
 the payment of the balance of the guarantee fund ; of the 
 loan ; and of the interest on both. 
 
 6. Upon default for twelve months in the payment of 
 any instalment of interest, the Government is to take 
 possession of the property charged. 
 
 7. The G-overnment is to hold the balance of the Com- 
 pany's unissued stock, say $85,000,000, which may be sold 
 with its samjtion, or under its direction ; and the proceeds 
 applied, either in extinction of the loan, or in furtherance 
 of the undertaking. 
 
16 
 
 8. The Company are to I'.ave the right of issuing mort- 
 gage bonds, secured upon its unsold land, amounting to 
 over 21, 000, OOu a(nes, to redeem the loan. • ^ 
 
 The Act provides that it shall not come into force until 
 accepted by the Company, with the authority of the share- 
 holders, at a special general meeting called for the purpose ; 
 and also that thereupon an agreement shall be executed 
 between the (fovernment and the Company, specifying, 
 the terms of the loan, and the remedies and rights of the 
 Grovernment and the Company in respect of it. A draft 
 of the required agreement has been made, and adjusted 
 between the counsel of the Company and the Department 
 of Justice ; and is now placed upon the table. (See 
 Appendix). 
 
 You will no doubt give to the details of these docu- 
 ments, all the attention which their importance demands ; 
 but it may be well to state, in a few words, their general 
 effect, as I understand them. 
 
 The proposed loan will provide all the money required 
 to complete the contract with the Government, for a 
 through line to the-Pacific Ocean, by the 31st May, 1886, 
 instead of the 1st May, 1891, as stipulated in the original 
 contract. The estimated cost of the work remaining to 
 be done under the contract, taking the 31st December last 
 as a starting point, and making liberal allowance for con- 
 tingencies, is $2^,000,000. This estimate has been arrived 
 at after very careful consideration of the reports of the 
 Engineers engaged in the location of the line, and of all 
 the information which the Board has otherwise been able 
 to obtain as to the amount of work required to be done ; 
 and I believe it to be substantially accurate and safe. 
 
 So soon, therefore, as the agreement with the Grovern- 
 ment is executed, the Company will be entitled to receive 
 $*7,500,000, for the purpose of paying off" its floating indebt- 
 edness, and to have an estimate upon the entire work upon 
 which subsidy has not been paid, calculated in the propor- 
 tion which that work bpars to the total amount remaining 
 
 II 
 
 'i ^ 
 
16 
 
 to be done. The amount of this estimite, up to the Ist 
 of March, should I'onsiderably exceed $3,000,000. And, 
 iu future, ihe Company will be entitled to payments 
 on account, from time to time as the work proceeds, 
 bearing a similar proportion to the work remaining to be 
 done. 
 
 The conditions of the loan as to the security given for 
 it, are undoubtedly stringent, but, independent of the 
 2,800 miles of railway composing the Company's main 
 line, their property and resources are' amply suiiicient for 
 the repayment of the loan, with interest, even before 
 maturity, and there was, therefore, no reason to criticize 
 too closely the consequences of default. Less care in 
 preparing the provisions for enforcing payment of the 
 loan and interest would have exposed the Government 
 and the Company to criticism, even more virulent, (if 
 that were possible), than that which they received. 
 
 I may say, further, that I see no reason to doubt the 
 correctness of the conclusions at which I have arrived with 
 regard to the commercial merits of the undertaking, and 
 which I have stated to you on former occasions. Further 
 examination and enquiry have established that the quality 
 of the land in the railway belt, for agricultural purposes, 
 has been understated ; and the assertions made from time 
 to time as to disadvantageous climatic conditions are found 
 not to bear investigation. Experiments upon the territory 
 described as arid and unprt)ductive, have shewn that 
 those portions of tenitory respond to cultivation, as 
 vigorously and abundantly as any other portion of the 
 North- West. In fact, it is now established beyond ques- 
 tion, that from Winnipeg to the Kocky Mountains, the 
 railway runs through a territory of exceptional fertility. 
 The land regulations of the Government, which were 
 complained of in some particulars, have been remodelled ; 
 and are now more liberal in their provisions than those 
 applicable to lands of the United States. Access from the 
 Atlantic seaboard to the North- JV^est, will be obtained 
 
II' : 
 
n 
 
 during tho comiiiir 8«ason, at less than half tho rates 
 heretofore prevailing, by a direct route through Canadian 
 territory , and in eon.s{'(|uence, emigrants will be carried 
 from European ports to the North West for about .£5 each. 
 The fear of a limited or expemdve supply of fuel, has 
 been removed by the opening up of the coal dei)osits, 
 from which an abundant supply of excellent coal is 
 now being distributed in every direction. The 
 only disadvantageous condition which has not been 
 removed or ameliorated, is the fa(3tiou8 activity of a small 
 section of uni)atriotic demagogues, whose tflbrts to de])re- 
 ciate their <oiintry for unworthy purposes, have been 
 unceasing ; and it is possible that by thes(» means some 
 effect may be produced upon the emigratic^ during the 
 present season. 
 
 It will now become necessary for yon to consider the 
 Act and the draft agreement lai'^. before you ; and to sig- 
 nify by your votes, your wishes as to the acceptance of the 
 Act, and the execution of the agreement. 
 
 Upon the conclusion of the foregoing statement of the 
 President, the Act and the draft agreement submitted 
 were then read and considered, and thereupon the follow- 
 ing Resolution was moved and seconded, and was passed 
 unanimously : — 
 
 Whereas by the Act of the Parliament of the Dominion 
 of Canada intituled " An Act to amend the Act intituled 
 An Act respecting the Cang-dian Pacific Railway, and for 
 other iiurpo'^^ies," passed during its present session, author- 
 izing the Government of Canada to make a loan to this 
 Company of twenty-two million fivi^ hundred thousand 
 dollars ($22,500,000) and to enter into otlier arrangements 
 with this Company in the said Act prescribed or author- 
 ised, a copy of which Act is now before this meeting ; and 
 it is one of the conditions of the said Act that authority 
 shall be granted by the Shareholders of this Company to 
 
18 
 
 the Board of DirectorH thereol'io aci-ept the provisions of 
 the said Act, and to execute an aiinn^miMit containinjif the 
 chargeK upon thr said railway and i)roporty and the other 
 conditions riMjuirod or authorized by the said A.ct. 
 
 And w/iereds, the present ineetinj^ of sharr'holders iias 
 been duly called and in now held for the purpose oi con- 
 siderin<j^ the said Act, and of accepting the provisions 
 thereof, and of authorizing the execution of an agreenieni 
 in conformity with the said Act ; 
 
 Anff wlirreas the said Act has been duly considered, and 
 a draft deed of agreement has been prepared by the Gov- 
 ernment of Canada, in conformity witn the provisions 
 thereof, and is now before this meeting, charging the 
 entire property and assets ol the Company in manner and 
 form as required by the said Act, and containing such fur- 
 ther and other conditions as the Government has pre- 
 scribed, which draft agreement has also bren duly con- 
 sidered, and has been identified by the endorscnnent and 
 signature thereon of the Secretary of this Company. 
 
 Therefore it is ' 
 
 Resolved, — That the Board of Directors be, and they are 
 hereby authorized to accept the provisions of the said 
 Act, and to execute^an agreement with the Government of 
 Canada containing the charges upon the Kail way of this 
 Company and its property, and the other conditions 
 required or authorized by the said Act ; and the said draft 
 agreement is hereby approved, and the Board of Directors 
 are hereby authorized to cause to be executed an agree- 
 ment with the Government of Canada similar in its 
 terms and conditions to the said draft agreement. 
 
 GEO. STEPHEN, 
 
 President. 
 
 0. DKINKWATER, 
 
 Secretarij. 
 
n 
 
 Minutes of an adjoitrm'd ine*»ting ol' the Foard oiDircotora 
 of the Canadian Paciiic Railway Company, hehl pur- 
 suant to resc^ution passed at the meeting held ou 
 Tuesday, the fourth day of March, 1884, on this 
 Thursday, the sixth day of March, 1884, at the olHoe 
 of the C'onipany in Montreal, at the hour of four 
 o'clock, p. m. 
 
 Present in person anu by proxy : — 
 
 Mil. Gkoror Stephen, 
 Mr. DuN(MN McIntyre, 
 Mr. 11. B. Angus, 
 Hon, Donald A. Hmith. 
 Mr. H. S. Nc)rth(x»te, 
 Mr. C.D.Rose, 
 Mk. p. du p. Grenfell, 
 Baron J. de Reinaoh, 
 Mr. R. V. Martinsen. 
 
 The Secretary of the Company also attended. 
 
 Whereas by a resolution of the Shareholders of the Com- 
 pany, duly made and passed unanimously at a special 
 General Meeting, thereof, called for the purpose and held 
 this day, this Board was authorized to accept the provi- 
 sions of a certain Act of the Parliament of the Dominion 
 of Canada, passed during its present session, intituled, 
 '* An Act to amend the Act intituled 'An Act respecting 
 the Canadian Pacific* Railway,' and for other purposes," 
 and to execute an agreem^nit containing the charges upon 
 the railway of this Company, and its property, and the 
 other conditions required, or authorized by the said Act, 
 a draft of which agreement has been prepared and sanc- 
 tioned by the Government of Canada in conformity with 
 the said Act, and has been approved by the Shareholders 
 

 20 
 
 of this Company at the said meeting, and this Board was 
 by the said meeting authorized to cause the same to be 
 
 executed. , 
 
 And whereas a deed of agreement has been prepared in 
 conformity with the said draft, and it is expedient to 
 approve of the same, and to authorize the execution 
 thereof, by the proper executive officers of this Com- 
 pany: — 
 
 Therefore 
 
 Resolved, that the deed of agreement between the Gov- 
 ernment of Canada, prepared in conformity with the said 
 draft deed, and with the provisions of the said Act, and 
 now laid before this meeting, and identified by the signa- 
 ture of the Secretary of this Company, be, and the same 
 is, hereby approved, and the President and Secretary are 
 hereby authorized and required to execute the same, and 
 to affix the Seal of the Company thereto, in duo form of 
 
 law. 
 
 GEOECrE Stephen, 
 
 President. 
 
 Charles Drtnkwater, 
 
 Secretary. 
 

 APPENDIX. 
 
 An Act to amend the Act intituled " An Act respecting 
 the Canadian Pacific Railway/' and lor other purposes. 
 
 \UHEIIEAS the Canadian Pacific Railway Company have 
 represented, that although possessed of property and 
 assets, which, if realized, would be sufficient for the com- 
 pletion of the Canadian Pacific Railway within one half 
 of the time contemplated by the contract between the 
 Grovernment and the Company, namely, by the first day 
 of May, one thousand eight hundred and' eighty-six, yet 
 that in consequence of the state of the market for railway 
 securities, and of other circumstances beyond their control, 
 and notwithstanding the agreement made with the Grov- 
 ernment on the seventh day of November last, for securing 
 for ten years from the seventeenth day of August last, a 
 three per centum dividend upon their outstanding stock, 
 they are unable to procure the funds required for proceed- 
 ing with the work of construction as rapidly as is necessary 
 to complete the railway within the said earlier period, and 
 have applied for certain modifications of the contract of 
 construction and of the said agreement, and for an advance 
 upon the security of their entire railway branches, equip- 
 ment and property, in order to assist them in so proceed- 
 ing v.rith such work; and whereas it is expedient, in 
 furtherance of the early settlement of the North- West Ter- 
 ritories and of the coraj^letion of transcontinental commu- 
 nication by railway through Canada, that the early com- 
 pletion of the said railway should be ensured ; Therefore 
 
Her Majesty, by and with the advice and consent of the 
 Senate and House of Commons of Canada, enacts as fol- 
 lows : — 
 
 1. The Government may return to the Company the 
 securities now held under the third section of the Act 
 forty-four Victoria, chapter one, intituled : " An Act res- 
 pecting the Caniulian Pacific Railway'' and under the second 
 clause of the construction contract, bearing date the twenty- 
 first day of October, one thousand eight hundred and 
 eighty, as security for the construction of the said railway. 
 
 2. The money subsidy hereafter payable to the Com- 
 pany, may be paid as the work on either the central or 
 eastern section of the railway proceeds, in the proportion 
 which the value of the work done on such section, and 
 for which payment is demanded, bears to the value of the 
 whole work now remaining to done, under the con- 
 tract, on such section. 
 
 3. The time for the payment by the Company of the sum 
 of two million eight hundred and fity-three thousand nine 
 hundred and twelve dollars, agreed by the said Company 
 to be paid on or before the first day of February, one 
 thousand eight hundred and eighty-four, as part of the 
 fund referred to in their agreement with the Government^ 
 of the seventh day of November last, is hereby extended 
 to the seventh day of November, one thousand eight 
 hundred and eighty-eight, when the sum of four million 
 five hundred and twenty-seven thousand dollars being 
 the last instalment of the said fund payable by the Com- 
 pany to the Government, will fall due, the whole with 
 iiiti'rest payable half yearly at the rate of four per centum 
 per imnum as agreed upon at the time of the execution of 
 the said agreement, and the same shall then be paid to 
 the Government, together with the said last mentioned 
 amount, forming together the sum of seven million three 
 hundred and eighty thousand nine hundred and twelve 
 
dollars, bearing interest at the said last mentioned rate, 
 until paid ; and tht^ said agreement as hereby modified is 
 ratified and (Confirmed. 
 
 4. The Government may, out of any unappropriated 
 moneys forming; part of the Consolidated Revenue Fund 
 of Canada, make a loan to the said Comjiany of an amount 
 in money, not exceeding twenty-two million five hundred 
 thousand dollars, to be repaid to the Government on or 
 before the first day of May, one thousand eight hundred 
 and ninety-one, with interest at the rate of five per centum 
 per annum, payable half yearly, until full payment of the 
 prin(;ipal ; and out of the said loan the Government may 
 advance to the Company forthwith, such amount not 
 exceeding seven million five hundred thousand dollars, as 
 shall be required by the Company to extinguish its present 
 floating debt, the amount and character of the items of 
 such debt to be established to the satisfaction of the Gov- 
 ernment ; and the remainder of the said loan may, if the 
 Government is satisfied that the work of construction is 
 being so proceeded with as to ensure its completion in the 
 month of May, one thousand eight hundred and eighty- 
 six, be paid to the Company as the work of construction 
 proceeds, in the same proportion as that which is hereby 
 provided for the payment of the balance of the money 
 subsidy. 
 
 5. As security for the repayment of the said loan, with 
 interest as aforesaid, and as additional security for the 
 payment of the said sum of seven million three hundred 
 and eighty thousand nine hundred and twelve dollars 
 and interest, falling due on the seventh day of November, 
 one thousand eight hundred and eighty-eight, the Gov- 
 ernment shall have a first lien and charge upon the 
 entire property of the Company, real and personal, now 
 owned or hereafter to be acquired or owned by them, 
 including their main line of railway, the extensions 
 thereof, their brar-h lines of railway, the whole of 
 
u 
 
 their equipment, rolling stock and plant, and all their 
 steamers and vessels, and also iipon the land grant of 
 the Company, earned and to be hereafter earned ; saving 
 alw^ays, however, the rights of the holders of the existing 
 mortgages on the extensions of the line of the railway 
 from Callander to Brockville and Montreal, as security for 
 the unpaid balances of the purchase money of the lines 
 constituting the said extensions, and subject to the mort- 
 gage upon the land grant, executed by the Company to 
 6e(;ure their issue of land grant bonds ; and the Grovern- 
 ment shall continue to hold and retain the entire amount 
 of land grant bonds now in its custody or possession, 
 subject to redemption under the terms of the said land 
 grant mortgage, and with all remedies as to interest, vot- 
 ing power and all other matters in respect thereof, which 
 would be held or possessed, or could be exercised by any 
 purchaser of the Haid bonds ; and all moneys received by 
 the Government from the trustees of the land grant bonds 
 in redemption of such bonds shall be applied as follows, 
 that is to say : — 
 
 (1.) All moneys so received in respect of ten million 
 dollars of the said bonds shall be applied : — Firstly, in 
 extinction of the interest accrued and due upon the said 
 loan, and upon the said sum of seven million three hun- 
 dred and eighty thousand nine hundred and twelve 
 dollars : — Secondly^ on account of the capital of the said 
 sum of seven million three hundred and eighty thousand 
 nine hundred and twelve dollars, and — Thirdly, on account 
 of the capiial of the said loan : — And the Grovernment 
 miay make such arrangement as it shall deem expedient, 
 for securing the payment to it, after the redemption of the 
 land gi-ant bonds, of the proceeds of all sales of lands 
 granted or to be granted to the Company under the con- 
 tract, to be applied to the purposes and in the order afore- 
 said : 
 
 (2.) And the remaining five million dollars of land 
 grant bonds and money received from the said trustees in 
 

 ^5 
 
 redemption thereof, shall continue to he held on the con- 
 ditions and for the purposes mentioned in the said contract. 
 
 6. The G-overnmont shall cause a deed of agreement to 
 be executed by the Company and on behalf of the Govern- 
 ment, providing for such remedies, terms and conditions 
 as the Grovernment shall deem expedient, for securing the 
 application of the said loan to the puri)0ses for which the 
 same is hereby authorized, and the repayment of the said 
 loan and the payment of the said sum of seven million 
 three hundred and eighty thousand nine hundred and 
 twelve dollars, the whole with interest (including interest 
 on any interest in default) — for the release of the said lien 
 and charge upon such repayment — for continuing the sale 
 and realization of the value of the said lands, after the 
 redemption of the land grant bonds — for the payment to 
 the Grovernment of the proceeds of such sales, and for the 
 discharge of such lands from the said charge upon pay- 
 ment of the price of sale thereof, such price not to be less 
 than one dollar and twenty-five cents per acre : Provided 
 always, that, among such remedies, terms, and conditions, 
 it shall be agreed and provided : — 
 
 (1.) That the Company shall complete the central and 
 eastern sections of the railway no{ later than the month 
 of May, one thousand eight hundred and eighty-six, and 
 shall from month to month, in the meantime, make such 
 progress with the work on both sections, as will satisfy 
 the Gf "ernment that the agreement in this respect will 
 be fulfilled ; and should the Government at any time not 
 be satisfied with the progress being made with the work, 
 and so notify the Company, and if forthwith after such 
 notice, the Company do not put on such additional force 
 and thereafter maintain the same, and also take such other 
 steps to ccelerate the progress of the work, as may be 
 sufficient to ensure the completion thereof in the said 
 month of May, one thousand eight hundred and eighty- 
 six, and as shall be satisfactory to the Government, then 
 
26 
 
 and iu that case, no liirther advances on account of the 
 loan aforesaid shall be made to the Company ; and in that 
 case the total amouni, up to that time advanced on account 
 of the said loan shall, as additional security for the pay- 
 ment thereof, be a charge against and form a lien upon 
 any cash subsidy then earned and iu)t paid, and on any 
 cash subsidy thereafter earned by the Company ; and 
 
 (2.) That upon default for twelve months in the pay- 
 ment of any half-yearly instalment of interest upon the 
 said loan, or any part thereof, or of interest upon the said 
 sum of seven million three hundred and eighty thousand 
 nine hundred and twelve dollars, or any part thereof, or in 
 the payment of the principal of either of the said sums 
 or any part of either of them when the same shall become 
 due, in accordanc^e with the provisions hereof, the right of 
 the Company under their contract hereinbefore mentioned, 
 to demand or receive any further cash or land subsidy 
 shall cease and determine, and the said railway and 
 extensions thereof, branches, equipment, rolling stock, 
 plant, including steamers and all lands and property of 
 the Company and all land gi-ant bonds then in the posses- 
 sion of the Government shall, upon the occurrence and 
 continuance for the said period of twelve months of such 
 default, ipso facto, and without any notice or proceeding 
 whatsoever, vest in Her Majesty, and shall forthwith, 
 thereupon, be taken possession of by the Minister of Rail- 
 ways and Canals, on behalf of the Government of Canada ; 
 and each and every employee of the Company shall, from 
 and after the expiry of the said period of twelve months, 
 become and be the employee of the Government during 
 pleasure, and shall hold and possess any matter or 
 thing appertaining to the said Company then in his cus- 
 tody, as and for the Government ; and the rates of interest, 
 and the terms of payment hereby fixed, shall not be dis- 
 turbed or altered by the terms of such agreement. 
 
 Y. The said Company is hereby authorized to execute an 
 agreement of the nature and purport hereinbefore provided 
 
for, and to charge its entire property and assets, in manner 
 and form as hereinbefore described ; and in such agree- 
 ment to agree upon such further and other conditions as 
 the (xovernment may prescribe ; Provided, that authority 
 to the board of directors of the Company to accept the 
 provisions of this Act and to execute an agreement con- 
 taining the charges upon the said railway and property 
 and the other conditions required or authorized by this 
 Act, shall be granted by the shareholders of the Company, 
 either by a resolution passed at a special general meeting 
 of such shareholders called for the purpose, by a vote of at 
 least two-thirds in value of such of the shareholders as 
 shall be present or represented at such meeting, or by an 
 instrument or instruments executed by at least two-thirds 
 in value of the whole of the shareholders of the Company, 
 in person or represented by their attorneys or proxies, 
 respectively, duly authorized in that behalf 
 
 8. Until the payment in full of the indebtedness of the 
 Company to the Government with interest, all moneys 
 earned and to be earned by the Company as postal subsidy 
 and for transport service shall be retained by the Govern- 
 ment and shall be applied first on account of the interest 
 to become due from time to time upon the indebtedness 
 aforesaid hereby authorized, and then to the payment of 
 the principal. 
 
 9. The stock of the Company, amounting to thirty-five 
 million dollars, now in the hands of the Government, 
 shall be held by the Minister of Finance, and may be sold 
 by the Company with the consent of the Government, on 
 condition that the proceeds of such sale, less the amount 
 required to be paid to the Government to secure a half- 
 yearly dividend thereeon, at the rate of three per centum 
 per annum, up to the 17th day of August, one thousand 
 eight hundred and ninety-three inclusive, shall be applied 
 under the direction of the Government, either to the 
 improvement or extension of the railway or its equipment, 
 or to the repayment of the indebtedness of the Company 
 
to the Croverumeut ; and if at any time the stock of tho 
 Company should reach a price which, in the opinion of 
 the Cloverument, would render it expedient to sell the 
 said stock or any part thereof, then and thereupon, on 
 notitie being given to the Company by the Government, 
 requiring that the said stock or any part thereof, be sold, 
 and specifying the minimum price at which the same 
 shall be so sold, the Company shall canse the same to be 
 offered for sale, and sold in conformity with such notice ; 
 and in default of their doing so, within a reasonable delay 
 (which delay shall be in the discretion of the Government), ' 
 the Government shall have the right to sell the same or 
 any part thereof at or above such minimum price, and 
 shall apply the proceeds thereof, ns it is herein provided 
 fiuch proceeds shall be applied h\ the event of the sale of 
 such stock by the Compa?iy. 
 
 10. So long as the said several sums of money loaned as 
 aforesaid or any part thereof or of the interest thereon 
 remain unpaid, no sale or transfer, nor any mortgage, lien 
 or charge of any description shall be made or created of or 
 upon the railway, property or assets of the Company, or 
 any part thereof; nor shall any stock be issued by the 
 Company, pending such repayment, above or beyond the 
 amount of one hundred million dollars, to which the same 
 is hereby limited : 
 
 (2.) But if at any time, before default in the payment 
 of any of the said sums of money or interest shall have 
 occurred and shall have been continued twelve months, 
 the Company can negotiate any bonds secured exclusively 
 upon the unsold portion of the land subsidy to such 
 amount per acre as shall be approved by the Government, 
 then with such approval, and with the authority of their 
 shareholders as provided by their charter, and after the 
 cancellation or withdrawal of, or after making full pro- 
 vision to the satisfaction of the Government for the balance 
 of the present Land Grant Mortgage Bonds of the Com- 
 
pany, they may make a new issue of Land Grant Bonds 
 to the amonnt so approved by the Groverunient, secured as 
 described in their charter, which Land Grant Bonds shall 
 be deposited with the Government ; and ujion making a 
 sale of the whole of the said bonds, or from time to tinu! 
 of any portion thereof, not less than one-third thereof, the 
 Company may notify the Government of such sale, and 
 thereupon and upon payment to the Government of the 
 price of such sale, at a rate satisfactory to the Government, 
 the bonds so sold shall be delivered to the purchaser 
 thereof; and thereupon the bonds so delivered, together 
 with the }>alance thereof remaining in the hands of the 
 Government, shall constitute a first mortgage and charge 
 upon the unsold portion of the land subsidy to the exclu- 
 sion of the charge hereby created ; and any of the said 
 bonds remaining in the hands of the Government shall 
 have the right to rank on the said land subsidy pari passu 
 with the portion thereof so sold and delivered ; and the 
 Government shall have all the rights and remedies in 
 respect thereof of any holder of any part of the said issue, 
 and on the occurrence and continuance for twelve months 
 of any default as aforesaid, the Government may sell any 
 of such bonds remaining in its possession ; and all sums 
 of money realized from the said bonds in any manner 
 whatever shall be applied on account of the indebtedness 
 of the Company to the Government hereinbefore mentioned. 
 
 11. The Canadian Pacific Railway shall not, nor shall 
 any of its branch lines nor any line of railway leased by 
 the Company or under their control, be at any time amalga- 
 mated with the Grand Trunk Railway or any of its branch 
 lines or with any branch lines leased by the Grand Trunk 
 Railway Company, or under their control ; and such amal- 
 gamation, and any arrangement for making a common fund 
 or pooling the earnings or receipts of the said two railways 
 or their or any of their branch lines, or of any railway 
 lines or parts thereof leased by the said companies or 
 
30 
 
 either of them or under the control of either of them, shall 
 be absolutely void. This provision, however, shall not 
 extend to traffic or running arrangements made with the 
 assent of thi^ Governor in Council, nor to hinder the 
 acquisition by the Canadian Pacific Railway Company of 
 the railway between (Quebec and Montreal, known as the 
 North Shore Railway. 
 
 (2.) The Supreme Court of Canada shall have jurisdic- 
 tion to enforce the provisions of this section and to pre- 
 sent, by injunction or otherwise, any infraction thereof, 
 and to punish any bi jach or disobedience of any order, 
 uecree or judgment of the Court in this behalf, and for 
 these purposes shall have all the powers both at common 
 law and in equity of a superior court of original jurisdic- 
 tion. 
 
 12. So much of the Act and contract hereinabove cited 
 and referred to as is inconsistent with the provisions of 
 this Act, is hereby repealed. 
 
 :.' . l- 
 
81 
 
 3^1X16 2^lKVCCtnCUt^ made between Her Majesty 
 the Queen acting in resi)ect of the Dominion of Canada, 
 hereinafter called the Government, and herein aetiny' and 
 represent(>d by the Honorable Sir OharleN Tiipper, Minister 
 of Railways and Canals, and the Canadian racilic Railway 
 Com]>any, a body corporate and politic, dnly incorporated 
 under Letters Patent of the Dominion of Canada, herein- 
 after called the Company, and herein acting and represented 
 by George Stephen, Esquire, the President thereof, and 
 Charles Drinkwater, Esquire, the Secretary therof. 
 
 '?lVhrtcni9( under and by virtue of a statute of the Dominion 
 of Canada, passed during the Session of Parliament held 
 in the forty-seventh year of Her Majesty's Reign, intituled 
 " An Act to amend the Act intituled an Act respecting 
 the Canadian Pacific Railway, and for other purposes," it 
 is provided amongst other things that the Government 
 may make a loan to the Company of an amount not 
 exceeding twenty-two millions five hundred thousand 
 dollars, to be repaid to the Government as provided in the 
 said Act. 
 
 ^nd ^hftf niS it is by the said Act further declared that 
 the Government shall cause a deed of agreement to be 
 executed by the Company providing for such remedies, 
 terms and conditions as the Government shall deem expe- 
 dient for securing the application of the said loan to the 
 purposes fcr which the same is thereby authorized, and 
 the repayment of the said loan, with interest, and pro- 
 viding for other matters and things in the said Act 
 detailed, 
 
 ^ttd Whfte«i8( the Government d ems it expedient that 
 such remedies, terms and conditions shall be as herein- 
 after agreed upon 
 
82 
 
 3^1111 WhereHU! it is provided by the said Act that the 
 Company may «'xe(ut(» an aiii-tM'mt'tit of the nature and 
 purport therein provided for, and to charge their entire 
 property «nd assets, in manner and form as in th(* said 
 Act described, and in tlie avreement to be executed under 
 the said A(;t, and in the said agreement to aj]free upon 
 such other conditions as the Government should pre- 
 scribe, provided that authority to the Board of Directors 
 of the Company to accept the provisions of the said Act, 
 and to exe<'ute an agreement containing- the charges upon 
 the said railway and property, and the other conditions 
 required or authorized by the said Act, should be granted 
 by the Shareholders of the Company, in manner and form 
 as prescribed by the said Act. 
 
 ^nA WhfWttiai, in conformity therewith, a Special General 
 Meeting of the Shareholders of the Company was duly 
 called, and held at Montreal on the sixth day of March 
 instant, and the ai.thority required })y the said Act was 
 granted to the Board of Directors of the Company, by an 
 unanimous vote of the Shareh' dders of the Company pre- 
 sent or represented at the said ^leeting. 
 
 ^ttfl WhmHS the Directors 3f the Company have, by- 
 resolution passed on the sixth day of March instant, duly 
 accepted the said Act, and duly authorized the President 
 and Secretary thereof to execute the present agreement. 
 
 That in conformity with the provisions of the said Act 
 the Company have agreed with the Government in manner 
 following, that is to say : — 
 
 1. For the purpose of enabling the Company to proceed 
 with the work of construction of the Canadian Pacific 
 Railway, as contracted for by the Contract between the 
 Government and the Company, dated the twenty-first 
 day of October, one thousand eight hundred and eighty, 
 at such a rate of progress as to enable the Company to 
 
88 
 
 complete the same in the month of May, one thousand 
 eight hundred and eighty-six, the Government agrees to 
 make a loan to the Company, of the sum of twenty-two 
 millions five hundred thousand dollars, such loan to bear 
 interest until paid, at the rate of five per cent, per annum, 
 payable half yearly, and 'to be so made upon the (conditions 
 following, that is to say : — 
 
 2. Out of the amount of the said loan, the G overnment 
 shall advance to the Company forthwith such amount, 
 not exceeding seven million Hve hundred thousand dollars, 
 as shall be required by the Company to extinguish its 
 present floating debt, the amount and character of the 
 items of such debt to be established to the satisfaction of 
 the Government. 
 
 3. ®hc CSiompatty hereby covenant and agree with the 
 Government, that they will complete the central and 
 eastern sections of the said Canadian Pacific Railway so 
 contracted for, on or before the thirty-first day of May, 
 one thousand eight hundred and eighty-six, and that they 
 will in the meantime make such progress from month to 
 month with the work on both sections, as shall satisfy 
 the Government that the entire work contracted for will 
 be completed on or before the date last aforesaid. 
 
 4. In consideration of the covenant and agreement last 
 aforesaid, the Government hereby agrees to pay to the 
 Company the balance of the money subsidy agreed to be 
 granted to the Company by the said Contract, as the work 
 on either the central or eastern section of the railway pro- 
 ceeds, in the proportion whic h the value of the work done 
 on such sections, and for which payment is demanded, 
 and in respect of which no subsidy has been paid, bears 
 to the value of the whole work remaining to be done 
 under the said Contract upon such section, on the date of 
 the last payment made by the Government to the Company 
 out of the said money subsidy. 
 

 M 
 
 34 
 
 5. iSiht (fiifVtt\W*ni hereby Cv»venants and agrees to pay 
 to the Company the remainder of the advance hereby 
 agreed upon, in monthly payftients, from time to time as 
 the work of construction proceeds, in the same proportion 
 as that which is horeinbei'oro provided, for the payment of 
 the balance of the mon(;y subsidy. But such payment 
 shall only continue to be made so long as the work of 
 construction is being proceeded with at the rate of pro- 
 gress hereinbefore agreed upon. 
 
 6. ®lt« 60VCtttWtfttt agree to return to the Company 
 forthwith, the securities now held by it under the third 
 section of the Act forty-fourth Victoria, chapter one, in- 
 tituled: "An Act respecting the Canadian Pacific Rail- 
 way," and under the second clause of the said Contract. 
 
 7. She (Sowrumcttt agrees to extend the time for the 
 payment by the Company of the sum of two million eight 
 hundred and fifty-three thousand nine hundred and twelve 
 dollars mentioned in the Agreement between the Govern- 
 ment and the Company, executed on the seventh day of 
 November last to the seventh day of November one 
 thousand eight hundred and eighty-eight, when the 
 sum of four million five hundred and twenty-seven 
 thousand dollars, also mentioned in the said last 
 mentioned agreement, will become due, on which day the 
 Company covenant and agree to pay to the Grovernmeut 
 the said two several sums of money forming, united, the 
 sum of seven million three hundred and eighty thousand 
 nine hundred and twelve dollars, with interest thereon at 
 he rate of four per cent, per annum, as agreed upon at 
 the time of the execution of the said last mentioned agree- 
 ment, the said interest to be paid to the Government in 
 half-yearly instalments, on the first days of February and 
 August in each year, until full payment of the principal, 
 together with interest at the same rate upon any instal- 
 ment of interest which shall remain unpaid after the day 
 ou which it will become due under the terms hereof. 
 
 m 
 
'^r. 
 
 86 
 
 8. ^ht (Clomirany covenant and ag-ree with the Grovern- 
 ment to repay to the Grovernment the said sum of twenty- 
 two million five hundred thousand dollars, or so much 
 thereof as shall be loaned to the Company under the pro- 
 visions hereof, and of the said Act, on or before the first 
 day of May, one thousand eight hundred and ninety-one, 
 with interest at the rate of five per cent, xier annum, pay- 
 able half-yearly, on the first days of May and November 
 in each year, until full payment of the principal, and with 
 interest also at the same rate upon any instalment of such 
 interest which shall remain unpaid after the day on which 
 it will become due under the terms hereof. 
 
 9. ^,5i (iiccuvity for the re-payment of the said loan, with 
 interest as aforesaid, and as additional security for the 
 payment of the said sum of seven million three hundred 
 and eighty thousand nine hundred and twelve dollars, 
 and interest, falling due on the seventh day of November, 
 one thousand eight hundred and eighty-eight, the Com- 
 pany hereby covenant and agree that the Government 
 shall have a first lien and charge upon the entire pro- 
 perty of the Company, real and personal, now owned or 
 hereafter to be acquired and owned by them, including their 
 main line of railway, the extensions thereof, their branch 
 lines of railway, the whole of their equipment, rolling 
 stock and plant, and all their steamers and vessels, and 
 also upon the land grant of the Company, earned and to 
 be hereafter earned, saving always, however, the rights 
 of the holders of the existing mortgages on the extensions 
 of the line of the railway from Callander to Brockville and 
 Montreal, as security for the unpaid balances of the pur- 
 chase money of the lines constituting the said extensions, 
 and subject to the mortgage upon the land grant executed 
 by the Company to secure their issue of land grant bonds, 
 and the Company, under the authority of the said Act, 
 and of the unanimous vote of a special general meeting of 
 their Shareholders called for the purpose, do hereby con- 
 
i wj T ) 1f»i H I| W W » i*! 
 
 S6 
 
 sent to, and confirm, the first lien and charge upon the 
 said property and assets, declared to be created by the 
 said Act. And as further security for such re-payment, 
 the G-overnment shall continue to hold and retain the 
 entire amount of land gi-ant bonds now in its custody or 
 possession, subject to redemption under the terms of the 
 mortgage created by the Company upon its land grant, 
 to secure the said land grant bonds, and with all remedies 
 as to interest, voting power, and all other matters in 
 respect thereof, which would be held or possessed, or 
 could be exercised, by any purchaser of the said bonds. 
 
 10. ^U P«nf\j.«i received by aie Grovernment from the 
 Trustees of the land grant bonds, in redemption of such 
 honds, shall be applied as follows, that is to say : All 
 moneys so received in respect of ten million dollars of 
 the said bonds shall be applied, firstly, in extinction of 
 the interest accrued and due upon the said loan, and upon 
 the said sum of seven million three hundred and eighty 
 thousand nine hundred and twelve dollars ; secondly, on 
 account of the capital of the said sum of seven million 
 three hundred and eighty thousand nine hundred and 
 twelve dollars ; and thirdly, on account of the capital of 
 the said loan. 
 
 11. And the remaining five million dollars of land grant 
 bonds,' and the money received from the Trustees of the 
 land grant mortgage, in redemption of the last mentioned 
 bonds, shall continue to be held on the conditions and for 
 the purposes mentioned in the said Contract. 
 
 ^^o soon as the entire issue of the said land grant bonds 
 have been redeemed, the Government shall have the right 
 to require the Company to convey the whole of the land 
 o-rant then remaining unsold, whether earned or not 
 earned, to the same or other Trustees, as shall be agreed 
 upon between the Government and the Company, and 
 failing such agreement, to such Trustees as shall be named 
 by the Government upon trust to continue to act with 
 
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 [fii 
 
 III 
 
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37 
 
 the Companv for the sale of the said lands, in the same 
 manner as the said Trustees of the land grant mortgage 
 now act in respect of such sales ; and the Company 
 shall continue the administration and sale of the said 
 lands, subject to conditions as to the payment of the 
 price to the Trustees to be so appointed, and as to the 
 conveyance of such lands to the purchiisers thereof resi)ect- 
 ively, similar to those which are (contained in the said land 
 grant mortgage, save and except that in the valuation of the 
 lands to be so sold, under such trust deed, the price 
 thereof shall not be fixed at any sum less than one 
 dollar and twenty-five cents per acre. And it is hereby 
 covenanted and agreed between the Government and the 
 Company, that no sales shall be hereafter mad(? by the 
 Company, or concurred in by the Trustees of the said 
 land grant mortgage, for any less price or sum than the 
 said price of one dollar and twenty-five cents per acre, 
 and the Grovernment shall apply all moneys received 
 from the Trustees to be so appointed, firstly, in extinction 
 of the interest which shall accrue and become due to the 
 Grovernment upon the said loan, and upon the said sum 
 of seven millions three hundred and eighty thousand nine 
 hundred and tv^elve dollars ; and secondly, on account of 
 the capital of the said sum of seven millions three hundred 
 and eighty thousand nine hundred and twelve dollars ; 
 and thirdly, on account of the capital of the said loan. 
 
 12. And as furthe-i security for the re-payment of the 
 said several sums of money and interest, all moneys 
 earned, and to be earned by the Company, as postal sub- 
 sidy, and for transport service, shall be retained by the 
 Government > and shall be applied first on account of the 
 interest, to become due from time to time, upon the in- 
 debtedness aforesaid, and then to the payment of the prin- 
 cipal. 
 
 13. And it is hereby further covenanted and agreed 
 between the Government and the Company, that if the 
 
' 
 
 1 I . t 
 
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 u 
 
 88 
 
 Company sliall make default for twelvo months in the 
 payment of any half-yearly instalment of interest upon 
 the said loan, or any part thereof, or of interest upon the 
 Baid sum of seven millions three hundred and eighty 
 thousand nine hundred and twelve dollars, or any part 
 thereof, or in the payment of the principal of either of the 
 said sums, or any part of either of them when the same 
 shall become due. in accordance with the provisions hereof, 
 the rig-lit of the Company under thir contract hereinbefore 
 mentioned to demand or receive any further cash or land 
 subsidy, shall cease, and determine, and the said liailway 
 and extensions thereof, ])ranches, eqUi;>ment, rolling stock, 
 plant, including steamers, and all lands and property of 
 the Company, and all land grant bonds then in the pos- 
 session of the Grovernment, shall upon the occurreixce and 
 continuance for the said period of twelve months of such 
 default, ipso facto, and without any notice or proceeding 
 whatsoever, vest in Her Majesty, and shall forthwith 
 thereupon be taken i:)Ossession of by the Minister of Eail- 
 ways and Canals, on behalf of the Government of Canada, 
 and each and every employee of the Company shall from, 
 and after the expiry of the said period of tw^elve months 
 become, and be the employee of the ^jrovernment during 
 pleasure, and shall hold and possess any matter or thing, 
 appertaining to the said Company, then in his custody, as 
 and for the Government. 
 
 •< 
 
 14. And it is hereby further covenanted and agreed 
 that if at any time before the thirty-first day of May, one 
 thousand eight hundred and eighty-six, the Government 
 should not be satisfied that the progress being made by 
 the Company with the work so contracted for under the 
 said contract is sufficient to ensure the completion thereof 
 by the said uiirty-first day of May, one thousand eight hun- 
 dred and eighty-six, and if the Government shall so notify 
 the Company, and if forthwith after such notice the 
 Company do not put on such additional force, and there- 
 
80 
 
 after maintain the same, and also take such other steps to 
 accelerate the pro^Tess of the work as shall be sufficient 
 to ensure the completion thereof by tht^ said last men- 
 tioned date, and as shall be satisfactory to the (xovern- 
 ment, then, and in that case, no further advances on 
 account of the loan aforesaid shall be made to the Com- 
 pany, and in that case tne total amount uj) to that time 
 advanced on account of the said loan shall, as additional 
 security for the payment thereof, be a charge against, and 
 form a lien upon, any cash subsidy then earned and not 
 paid, and on any cash subsidy thereal earned by the 
 Comoanv. 
 
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 15. The stock of the Company, amounting to thirtyifive 
 million dollars, now in the hands of the Grovernment, 
 shall be held by the Minister of Finance, and may be sold 
 by the Company, with the consent of the Government, on 
 conditions that the proceeds of such sales, less the amount 
 required to be paid to the Grovernment to secure a half- 
 yearly dividend thereon, at the rate of three per centum 
 per annum, up to the seventeenth day of August, one 
 thousand eight hundred and ninety-three inclusive, shall 
 be applied under the direction of the Government either 
 to the improvement or extension of the railway, or its 
 equipment, or to the repayment of the indebtedness of the 
 Company to the Government ; and if at any time the 
 stock of the Company should reach a price which, in the 
 opinion of the Government, would render it expedient to 
 sell the said stock, or any part thereof, then and there- 
 upon, on notice being given to the Company by the 
 G-overnment requiring that the said stock, or any part 
 thereof, be sold, and specifying the minimum price at 
 which the same shall be so sold, the Company shall cause 
 the same to be offered for sale, and sold in conformity 
 with such notice ; and in default of their doing so, within 
 a reasonable delay, which delay shall be in the discretion 
 of the Government, the Government shall have the right 
 
■ 
 
 40 
 
 to sell the same, or any part thereof, at or above such 
 minimum price, and shall apply the proceeds thereof as it 
 is herein provided such proceeds shall be applied in the 
 event of the sale of such stock by the Company. 
 
 16. So long as the said several sums of money loaned as 
 aforesaid or any part thereof or of the interest thereon 
 remain unpaid, no sale or transfer nor any mortgage, lien 
 or charge of any description shall be made or created of 
 or upon the railway property or assets, of the Company, 
 or any part thereof, nor shall any stock be. issued by the 
 Company pending such repayment aboA'e or beyond the 
 amount of one hundred millions, (1100,000,000) to which 
 the same is hereby limited. 
 
 In ' WITNESS, whereof these presents have been duly 
 executed by the G-overnment and the Company, at the 
 City of Ottawa, this tth day of March, 1884. 
 
 (Signed) Chakles Tupper, 
 
 Minister of Railwai/s and Canals. 
 
 (Signed) A. P. Bradley, 
 
 Secretary. 
 
 (Signed) George Stephen, 
 
 President, Canadian Pacific Ry Co. 
 
 (Signed) 
 
 C. Drinkwater, 
 
 Secretary,