>* .' ^>^- e ^.^ ^ i CIHM/ICMH Microfiche Series. CIHM/ICIVIH Collection de microfiches. Canadian Institute for Historical Microreproductions / Institut Canadian do microroproductions historiquas Technical and Bibliographic Notes/Notes techniques et bibliographiques The Institute has attempted to obtain the best original copy available for filming. Features of this copy which may be bibliographically unique, v/hich may alter any of the Images in the reproduction, or which may significantly change the usual method of filming, are checked below. D D D D D Coloured covers/ Couverture de couleur I I Covers damaged/ Couverture endommagie □ Covers restored and/or laminated/ Couverture restaurde et/ou pelliculAe Cover title missing/ □ Cov( Leti titre de couverture manque I I Coloured maps/ Cartes giographiques en couleur Coloured ink (i.e. other than blue or black)/ Encre de couleur (i.e. autre que bleue ou noire) Coloured plates and/or illustrations/ I I Planches et/ou illustrations en couleur □ Bound with other material/ Relii avec d'autres documents Tight binding may cause shadows or distortion along interior margin/ Lareliure serr^e peut causer de I'ombre ou de la distortion le long de la marge intArieure Blank leaves added during restoration may appear within the text. Whenever possible, these have been omitted from filming/ II se peut que certaines pages blanches ajouties lors d'une restauration apparaissent dans le texte, mais, lorsque cela Atait possible, ces pages n'ont pas Ati filmies. Additional comments:/ Commentaires supplAmentaires; L'Institut a microfilm^ le meilleur exempiaire qu'il lui a dt6 possible de se procurer. Les details de cat exempiaire qui sont peut-dtre uniques du point de vue bibliographique, qui peuvent modifier une image reproduite, ou qui peuvent exiger une modification dans la mithode normale de filmage sont indiqu6s ci-dessous. □ Coloured pages/ Pages de couleur □ Pages damaged/ Pages endommagdes I I Pages restored and/or laminated/ D D D D D Pages restauries et/ou pelliculdes Pages discoloured, stained or foxed/ Pages ddcolories, tachet6es ou piqu6es Pages detached/ Pages d6tach6es Showthrough/ Transparence Quality of print varies/ Qualiti inigale de I'impression Includes supplementary material/ Comprend du materiel supplimentaire Only edition available/ Seule Edition disponible Pages wholly or partially obscured by errata slips, tissues, etc., have been refilmed to ensure the best possible image/ Les pages totaiement ou partiellement obscurcies par un feuillet d'errata, une pelure, etc., ont 6t6 filmies A nouveau de fapon A obtenir la meilleure image possible. Th to Th po of fill Oi be th sit ot fir sit or Tr sh Tl wl M dil er be ri| re This item is filmed at the reduction ratio checked below/ Ce document est film* au taux de reduction indiqu* ci-dessous. 10X 14X 18X 22X 2ex 30X J 12X 1IX 20X 24X 28X 32X The copy filmed here has been reproduced thanks to the generosity of: Library of the Public Archives of Canada The imeges appearing here are the best quality possible considering the condition and legibility of the original copy and In keeping with the filming contract specifications. Original copies in printed paper covers are filmed beginning with the front cover and ending on the last page with a printed or illustrated Impres- sion, or the back cover when appropriate. All other original 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. Maps, 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 L'exempiaire film* f ut reproduit grAce A la g^nArositA de: La bibliothdque des Archives publiques du Canada Las images sulvantes ont AtA reproduites avec le plus grand soin, compte tenu de la condition at de la nettetA de l'exempiaire filmA, et en conformity avec les conditions du bontrat de filmage. Les exemplaires originaux dont la couverture en papier est imprimte sent filmte en commen9ant par le premier plat et en terminant soit par la dernlAre page qui comporte une empreinte d'impresslon ou d'illustration, soit par le second plat, salon le cas. Tous les autres exemplaires originaux sont film6s en commenqent par la premlAre page qui comporte une empreinte d'impresslon ou d'illustration et en terminant par la derniire page qui comporte une telle empreinte. Un des symboles suivants apparattra sur la derniire image de cheque microfiche, selon le cas: le symbols — ^ signifie "A SUiVRE", le symbols ▼ signifie "FIN ". Les cartes, planches, tableaux, etc., peuvent Atre filmAk A des taux de reduction diff6rents. Lorsque le document est trop grand pour Atre reproduit en un seul clichA, 11 est f llmA A partir de I'angle supArieur gauche, de gauche A droite, et de haut en bas, en prenant le nombre d'images nAcessaire. Les diagrammes suivants illustrent la mAthode. 1 2 • 3 4 5 6 I p< FOR THE USE OP THE SHAREHOLDERS OF THE COMPANY ONLY GREAT WESTEM RAILWAY. H.T TO BE SUBMITTED BY THE BOARD OF DIRECTORS TO THE SHAREHOLDERS, AT THE SPECIAL GENERAL MEETING. TO BE HELD ON THE 15th MAY, 1864. :aaE=-*;.'^,'-ii, -■^^Ka^i HAMILTON : PR1NTSD AT THE " BPKCTATOr" OFFICE, COURT HOUSE 8QUARK. 1854. '! .J L j ^ ').4'h (FOB THE USE OF THE SHABEHOLDEBS OF THE COMFANT ONLT.) GREAT WESTERN RAILWAY. REPORT TO BE SUBMITTED BY THE BOAUD OF DIRECTORS TO THE SHAREHOLDERS, AT THE SPECIAL GENERAL MEETING, TO BE HELD AT 12 o'CLOCK, NOON, ON THE 15th may, 1854. The Directors of the Great Western Railway in carrying out their promise r,f placing fully before the Shareholders their views in regard to the Erie and Ontario Railway, cannot omit to take the opportunity of congratulating the Stockholders, that this great enterprise has at last been brought into profitable operation, and that the experience of the last few weeks furnishes such evidence of the soundness of the undertaking, and the certainty of its yielding a large return upon the Capital, which has been expended in its construction. It is only necessary, to place this matter beyond doubt, to mention the gratifying fact, that although the entire Line has only been opened a few weeks — that the running was commenced at the most inclement season of a particularly severe Winter — and that the completion of the Link, which this Line forms, in one of the great natural highways of this Continent is barely known ; that the receipts now reach the large sura of £0000, Cy., a week, the number of Passengers averaging upwards of 1000 a-day, and the receipts from freight (the bulk of which is local) amounting to upwards of £1,500 weekly, and the whole increasing to an extent which ensures the certainty of a very large traffic, both of through and local business. These figures satisfactorily prove the correctness of the views which the Directors have always expressed to the Shareholders, as to the im- portance and value of the line, and they now feel that it becomes their duty to take the necessary steps to secure and consolidate the property which they are appointed to control, and to place before the Share- holders those measures which, in their judgment, are calculated to promote the general prosperity of the undertaking, and to prevent its being interfered with by rival or competing interests. In saying this, the Directors would wish it to be clearly under- stood, that they are advocating the creation of no monopoly, but they are prepared to contend for the principle which experience has so per- fectly established, both in England and the United States, that com- petition amongst Railway Companies, is not conducive to the public advantage. On this ground, therefore, the Directoi-s of the Great Western Railway are of opinion, that any proposition for the construction of a line of railway parallel to the Main Great Western Line, be- tween it and Lake Erie, would be productive of injury to the public, — would be an injustice to this Company, — and would prove, ulti- mately, of no advantage to the country. The question of the Southern Line having been freely discussed of late in this country, and the Official Gazette having contained notices for applica- tions to Parliament, which would effect this object, your Directors seriously considered the best means of preserving the Great Wes- tern Railway from the injury which such a course would have upon it, and they accordingly agreed (subject of course to the sanction of the Shareholders) to certain arrangements, which, if carried out, will, in their opinion, tend to prevent the necessity for any Southern Line, more etfeotually, and certainly accommodate the wants of the District, and at the same time, have the etfect of increasing the value of the Great Western Railway. With this view, they have given notice of an application to Parlia- ment for power to construct a short line of about 25 miles from their ilain Line to Maiden, which, at the Western extremity of Canada, would answer all the purposes which a parallel Southern Line is in- tended to aflford, would do it at an expenditure of one-tenth of the cost of the competing line, and save the unnecessary construction of nearly 200 miles of Railway. At the other end of your Line, the Directors have entered into a conditional agreement to secure the Erie and On- tario Railway and its terminus at Niagara ; and as it is upon this par- ticular point that the present Report is intended principally to treat, they will now proceed to explain the grounds upon which they recom- mend you to acquire that line. The Erie and Ontario is one of the oldest railways in Canada, its charter having been granted in 1835, and revived and amended in the Session of 1852, when largely-increased powers were given to it. Commencing at the mouth of the Niagara River, on Lake Ontario, it is carried to the line o I the Great Western Railway, near the Falls, and after running about two miles along the Great Western Line, is carried to Chippawa, with power, under the charter, to extend it from the River Welland to Lake Erie. The Line from Niagara to Chippawa is now being vigorously prosecuted, and there is no doubt but that it will be in operation during the next summer. The question of its value and importance may be divided into two parts ; the first, as re- lating to its prospect of proving remunerative ; and the other, as relating to its connection with the construction of other Lines of Railway. Your Directors will consider the two questions separately : — 5 upon the first point, it may be remarked, that your Directors would have hesitated to advise the Shareholders to acquire the Line, e\en after considering the important matter involved in the second question, had they not been satisfied that the Erie and (Jntario Railway would yield a profitable return upon the capital embarked in it. The Town of Niagara, situated on the shore of Lake Ontario, at the mouth of the Niagara River, is distant from Toronto, which contains a po|)ulation of 50,000 inhabitants, about 00 miles. The traffic between Toronto, Buffalo, and the States, at all times large, is, during the summer, very gieat indeed ; the Falls of Niagara forming, during the liot weather, an immense attraction. Niagara is so placed, that it is the nearest point for steamers from Toronto to land at, and the large existmg traffic, yield- ingtothe steamers now on the line, a profit of many thousands a year, would be greatly increased, when by means of the Erie and Ontario Railway, passengers are afforded the facility of leaching the Falls in half an hour after leaving the boat, or in two hours and a half from Toronto. Tne Falls of Niagara, the great. Watering place of this Continent, is year- ly resorted to by crowds, fiom all parts of Canada and the Union — a large number of these visitors stay at the Falls on their way to or from a tt'Ur amongst the magnificent scenery of the St. Lawrence; in eith«:^r case, Niagara being the nearest point the steamers on Lake Ontario touch at, would secure for the Erie and Ontario Line, a large propor- tion of the travel to or from the Falls ; and these two items of tiaffic alone, would be quite sufficient to yield a handsome return upon the cost of construction. It is the mM|» will show that such a hue would form about one- third of a Southern parallel lii.", referred to in the early part of this Re- port. Nt»tices are already gazetted for applications for lines from Sini- coe to St. Thonuis, and so on to Maiden; and it appears, under these 6 circumstances, to be imperatively necessary to take steps to show the in- expediency of any such line, as being in opposition to recognized princi- ples, in regard to railway undertakings — as detrimental to the best in- terests of the country, by creating a want of confidence amongst foreign capitalists — and as injurious to the interests of this Company. The Erie and Ontario Line itself is chartered and nearly completed ; whether owned by this Company or not, it is certainly a fact, and no proceeding of this Company can prevent its being finished. It pos- sesses the privilege of having the right to run its trains along part of the Great Western line, and across the Suspension Bridge at Niagara Falls. If the course now recommended is adopted, the Great Wesiern Railway Company cannot be intejfered with in its use of the Suspension Bridge. This Company will control the line so as to stop its construction beyond Chippawa, and therefore prevent its being made a link in ihe South- ern line through Canada. It will possess a line, certain under any circumstances to be completed, which will unquestionably prove remu- nerative, and which in other hands, might be used to the injury of the Great Western ; and the liberal powei-s granted to the Erie and On- tario Railway Company, would prove to be of great advantage to this Company : as for instance, with regard to Steamers upon Lake On- tario. If any proof were needed of the necessity of any line of railway on this Continent which touches water, of steamers to run in connec- tion with it, it will be found in the fact that the Michigan Central and New York Central Lines, who are working in connection with this Com- pany, are, as appears from the followinir extract from one of their late Reports, now constructing two steamers to run upon Lake Erie in con- nection with their lines, viz : "Two magnificent steamers of the largest class, to be ready in the "course of next Spring, are no- . in progress of construction, to run "between Buffalo and Detroit, in connection with the road of our Com- " pany." The great length of the journey between the Atlantic and Chicago and the Mississippi, renders the variety aiibrded by a steamer on a part of the route, almost indispensable. If steamers do not run in connec- tion with the Great Western, to some point on the American side of Lake Ontario, Lake Erie will be found to draw from the Great West- ern line a large part of the travel which would otherwise come upon it ; and your Directors cannot too strongly point out the great advantage which the securing of these provisions may prove t this Coinpany. The terms upon which it is proposed to acquire the Erie and Onta- rio Railway, are — that this Company purchase the line, works, property, and docks of that Company, for the sum of £179,000 c'y., payable en- tirely in bonds of the Great Western Company, with the guarantee that they shall not he thrown upon the market within some definite time to be agreed on. The line is 17 miles in length, and will be com- pleted to the satisfaction of the Engineer of the Great Western Com- pany. The purchase-money also includes a steam vessel, now building for the Erie and Ontario Company, at a cost of nearly £20,000. The Terminus at Niagara, comprises a very large and valuable property, which, at the present moment, is yielding a return of about £4,000 c'y. per annum, and is certainly daily increasing in value ; and its possession by the Great Western Company, secures for it the only two ports (viz., Hamilton and Niagara) on the southern shore of Lake Ontario, which could be made practically available for the terminus of a competing hne. The Directors do not purpose, at this time, to spy any thing further upon the proposed line to Maiden, nor as to what future measures may be necessary to supply the district between Lake Erie and the Great Western line with that accommodation which the country is en- titled to demnnd, and which its resources will certainly make remune- rative. This is, however, a question which must before long be enter- tained, unless the Company is prepared to see the country filled up by others ; and when the proper time for considering these matters ar- rives, your Directors believe that all that is needed can, with Muni- cipal assistance, be accomplished without incurring useless expenditure, or such as will not prove remunerative, both directly and indirectly, as affecting the interests of the Great Western line. Your Directors will therefore now conclude by strongly recom- mending the adoption of the purchase of the Erie and Ontario Railway, as a measure not only of profit, but as tending to secure the value of the whole property. ROBERT W. HARRIS, President. Hamilton, 8th April, 1854. AGREEMENT. The following is a copy of the Agreement entered into with the Directors of the Erie and Ontario Railway : — This Deed is made the Twentieth day of March, in the Year of Our Lord One Thousand Eight Hundred and Fifty-four, between the Great Western Railway Company, of the first part, and the Erie and Ontario Railroad Company, of the second part. Whereas by an Act of the Parliament of Canada, passed in the Sixteenth year of Her Majesty's Reign, intituled, " An Act to em- " power any Railway Company, whose Railway forms part of the " Main Trunk Line of Railway throughout this Province, to unite " with any other such Company, and to purchase the property and "rights of any such Company, and to repeal certain Acts therein " mentioned, incorporating Railway Companies," it is provided that it shall be lawful for any two or mor j of the Companies formed, or to be hereafter formed, for the purpose of constructing any Railway which shall form part of the Main Trunk Line of Railway contem- plated by the Legislature in passing the Act of the then last Session of the Provincial Parliament, intituled, " An Act to make provision " for the construction of a Main Trimk Line of Railway throughout '• the whole length of this Province," to unite together as one Com- pany, or for any one of such Companies to purchase and acquire the property and rights of any one or more of such Companies ; And it is thereby provided, that it shall be lawful for the Directors of any such Company, to agree with the Directors of any other such Company or Companies, that the Companies they respectively re- present shall be united as one Company, or that one of such Com- panies shall piirchase and acquire the [>roperty and rights, and take upon itself all the liabilities of the other or otlu-rs, and by such a'ireement, to fix the terms upon which said union or su( h purchase shall take place, the rights which thf SiiarchohhM's cf each ("oinpany shall possess after such union or purchase, tli^^ number of the Di- rectors of the ('ompany after any such union, and who shall be such Directors until tin- then next I'lectiou, tlu^ pr.rioci at which such next election shall be held, the number of votes which the Shareholders of either Company shall respectively have thereat, and 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 all such conditions and stipulations touching the terms upon which such union or purchase shall take place, as may be found necessary for determining the right of the said Companies, respectively, and of the Shareholders thereof, after any such union or purchase, and the mode in which the business of the Company shall be arranged and conducted after any such union. And it is thereby also provided, that whenever any such agree- ment shall have been made as aforesaid, the Directors of each of the Companies which it is to affect, shall call a Special General Meeting of the Shareholders of the Company they represent, in the manner provided by law for calling such General Meetings, stating particularly that such meeting is called for the purpose of con- sidering the said agreement, and of ratifying or disallowing the same ; and if at the said meeting of the Shareholders of each of the Companies 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 accordingly, as if all the terms and clauses thereof, not inconsistent with the now reciting Act, were enacted in an Act by the Legislature of this Province ; and if less than three-fourths of the votes of the Siiareholders present at such meet- ing, in person or by proxy, be given in favour of ratifying such' agreement, then the same shall be void and of no effect, and no other meeting shall be called to consider any agreement for a like purpose, within six months thereafter ; Provided always, that the first meeting of the Shareholders of any Company, for considering any such agreement, shall be held within three months of the time when the same shall be made by the Directors thereof, and not afterwards. And it is thereby further provided, that from and after the time when any such ratified agreement for the purpose, by one such Company as aforesaid, of the Railway property and rights of another such Company, shall take effect, such Railway property and rights shall become vested in, and shall be exercised by the Company pur- chasing the same, by the corporate name assigned to it in such agreement, and such last-mentioned Company shall be responsible for all the liabilities of the Company whose Railway property and rights shall have been transferred to them, and shall be held to be the same corporation with it, so that any right or claim which could be enforced by or against either Company, may, after such purchase, be enforced by or against the purchasing Company ; and any suit, action, or proceeding, ponding at the time such agreement shall take eftect, by or against either Company, may be continued and completed by or against the purchasing Company, by the name as- signed to it in such agreement ; Provided always, that the rights of 10 the Province, or of Her Majesty on behalf of this Province, under any guarantee given to any such Company, or otherwise ; or if any person or party having any special hypother or privileged claim upon the lands, buildings, tolls, or other property of either of such Companies, or upon any part thereof, shall not be impaired by such purchase: and the Company shall keep separate accounts with re- spect to each Railway, so as to ascertain the property or moneys upon which any such hypother or privilege shall attach ; and it is also thereby further provided, that the Company whose property and rights shall have been so purchased, shall continue to have a corporate existence for the ?ole purpose of doing such things, and such things only, as shall be necessary for the purpose of giving full effect to the ratified agreement, and to the rights of its Share- holders or others, under the same, and so long as there sha'l remain any thing to be done for that purpose. Directors may be elected for the said Company, and may exercise their powers for such purposes as aforesaid only. And it is thereby further provided, that the rights and obligations of the Company formed by any such union, or having purchased the Railway property and rights of another Company, shall, as re- gards lands, fences, roads, bridges, tolls, and other matters in which other than the members and officers of the Company are concerned, be governed by the provisions regulating such matters, in the Act or Acts passed with reference to the Railway to which such rights or obligations may relate, saving always, the right of the Directors to modify any such tolls, by By-Laws to be passed in the manner, and subject to the provisions of such Act or Acts, or to make, amend, or repeal By-Laws, on any matter for which By-Laws may be made, amended, or repealed, under such Act or Acts; And it is thereby further provided, that in case of any such union as afore- said, the capital of the Company formed thereby, shall be equal to the combined capitals of the Companies united, and they may raise by loan, or otherwise, any sum not exceeding the total amount which such Companies might raise ; and in the case of the purchase, by one Company, of the property and lights of another Company, the purchasing Company shall have full power to increase their capital by such sum as may be required to pay the purchase money agreed upon, and may raise the sum required for the said purpose, either among themselves or by the admission of new subscribers, in such manner as shall be provided by By-Laws to be passed for that pur- pose, or may raise such sum, or any part thereof, by loan, and may issue Debentures for the amount so borrowed, in the manner and form provided with regard to other Debentures issued by such Company, by their Act of Incorporation, or any Act amending the 11 der any aim mch such a re- neys it is leity ive a , and iving ihare- jmain jd for •poses ations jhased as re- which jerned, he Act rights rectors lanner, make, vs may nd it is afore- il to the 'aise by it which lase, by any, the capital y agreed ., either in such that pur- oan, and 5 manner by such iding the same, except that such Debentures may be made to bear any rate of interest not exceeding seven per cent, per annum. And it is also thereby declared and enacted, that the Legislature of this Province will make any further legislative provision which may be required for the purpose of giving full effect to the Act now in recital, and to any agreement made under it and ratified as aforesaid, according to the true intent and purport thereof, notwith- standing any merely technical or formal objection thereto. And whereas by an Act of the Provincial Legislature of Canada, passed in the sixteenth year of Her present Majesty's Reign, inti- tuled, " An Act to extend the provisions of the Railway Companies' " Union Act to Companies whose Railways intersect the Main " Trunk Line, or touch places which the said Line also touches," it is enacted, that the Act passed in the same Session, intituled, " An Act to empower any Railway Company whose Railway forms " part of the Main Trunk Line of Railway throughout this Province, " to unite with any other such Company, or to purchase the property " and rights of su«h Company, and to repeal certain Acts therein " mentioned, incorporating Railway Companies," and all the enact- ments and provisions therein contained, shall extend and apply to and include any Railway Company whose Railway intersects the Main Trunk Line of Railway contemplated by the Legislature in passing the Act of the now last Session of the Provincial Parliament, inti- tuled, " An Act to make provision for the construction of a Main "Trunk Line of Railway throughout the whole length of this Pro- " vince," or touches any city, town, or place which the said con- templated Main Trunk Line of Railway also touches. And whereas the said The Great Western Railway forms part of the said Main Trunk Line of Railway, and whereas the Railway of the said The Erie and Ontario Railroad Company, intersects the line of Railway of the said The Great Western Railway Company, and whereas by an Act of the Parliament of Upper Canada, passed hi the fifth year of His late Majesty's Reign, intituled, "An Act to '• incorporate certain persons therein mentioned, under the name "and style of The Erie and Ontario Railroad Company," certain powers and privileges were thereby conferred on the persons therein named, and on all such other persons as should become Stockholders in such joint stock or capital a-t is thereinafter mentioned, who were by the said Act constituted and declared to be a body corporate and politic, under the name and style of " The Erie and Ontario " Railroad CompHny," and whereas by an Act of the Parliament of the Province of Canada, passed in the sixteenth year of Her present Majesty's Reign, intituled, " An Act to amend the Charter of The " Erie and Ontario Railroad Company," certain amendments were 12 made in the said Act, passed in the fifth year of the Keign of His late Majesty King "William the Fourth, and certain other powers and privileges were thereby conferred on the said The Erie and Ontario Railroad Company, parties hereto of the second part. And whereas the purchase and acquisition by the said the Great Western Railway Company, of the property and rights of the said the Erie and Ontario Railroad Company, will be highly beneficial to the public generally, and to the shareholders of the said Com- panies respectively, and such sale and purchase has been agreed upon between the Directors of the said Companies, upon the terms and conditions hereinafter contained, Now these Presents witness, that each of the said Companies do hereby, subject to the approval of the shareholders, in accordance with the provisions of the Acts of Parliament hereinbefore recited, covenant and declare with and to each other, as follows, that is to say- First. From and after the first day of July, in the year of our Lord one thousand eight hundred and fifty -four, the Railway pro- perty and rights of the said the Erie and Ontario Railroad Com- pany shall be purchased by, and become vested in the said, the Great Western Railway Company, and shall be and become part of the under- takmg of the said the Great Western Railway Company, which said Railway property and rights shall be acquired by and exercised by the said the Great Western Railway Company, under the name and style of the Great Western Railway Company, subject to the provisions of the hereinbefore recited Acts of Parliament, and to the assent of the shareholders of the said Companies, as required by the herein- before recited Acts to authorise the purchase and acquisition by any Railway Company whose railway forms part of the Main Trunk line of railway throughout this Province, to unite with any other "such Company, or to purchase the property and rights of such Company, and to repeal certain Acts therein mentioned, incorporating Railway Companies, and of the Act to extend the provisions of the same to Companies whose Railways intersect the Main Trunk line, or touch places where the said line also touches. Second. The several clauses of the said Act, incorporating the said Erie and Ontario Railroad Company, and of the A(j*t anieud- ing the same, excepting such as relate to the management of the aflairs of the said Company, and are inconsistent with similar pro- visions in the Acts incorporating the Great Western Railway Com- pany, by which any power or authority is conferred on the said Erie and Ontario Railroad Coniftany, shall apply to the said the Great Western Railway Company, and shall and may be exercised by the said Company as fully as if the same were herein repeated, 13 and were contained in the Act incorporating the said the Great Western Railway Company ; which said latter Acts are to remain in full force as respects the said the Great Western Railway Com- pany, and the rights acquired by them under this contract. Third. That all the property and effects of every kind and des- cription belonging to, purchased by, or vested in the Erie and On- tario Railroad Company, shall be and become the property of and vested in the Great Western Railway Company. Fourth. That all rights of action, choses of action, claim or de- mand whatsoever, other than those created by this agreement, be- longing to, or which may acrue to the Erie and Ontario Railroad Company, shall become vested in the Great Western Railway Company. Fifth. That the Erie and Ontario Railroad Company shall con- struct, complete, and finish, at the cost and expense of the said Com- pany, to the satisfaction of the Engineer of the Great Western Railway Company, the line of Railway from the Town of Niagara to the Village of Chippawa, forming a junction with the line of the Great Western Railway at or near the St. David's Arch; and again leaving the line at such a convenient point near the Suspension Bridge, as shall be hereafter agreed upon ; and shall deliver over the same so completed, with three Station Houses, and other proper ac- conmiodations for goods and passengers at the following points — Town of Niagara, Clifton House, and Chippawa ; all right of way and Station grounds to bo found and provided by the Erie and Ontario Railroad Company ; the said works to be finished and completed on or before the first day of July next. Sixth. That the Erie and Ontario Railroad Company shall, at their own cost, build, finish, and deliver over to the Great Western Railway Company, in a state fit to run, the Steamboat, with the necessary machinery, agreed to be built by Oliver T. Macklen, Esquire, for the said Erie and Ontario Railroad Company, and in pursuance of the contract for the same. Seventh. That the Erie and Ontario Railroad Company shall also, at their own cost and expense, finish the Car Shops now erect- ing for the purpose of building railway cars, near the Niagara Docks, in the Town of Niagara. Eighth. That all the rights acquired by the Erie and Ontario Railroad Company, and the property vested in them by the pur- chase lately made by them from Samuel Zimmerman, Esquire, of the Wharves, Docks, Railway Machinery, and property formerly belonging to tlie Niii,%'nra Harbor and Dock Company, shall be and become the rights and property of the Great Western Railway Company. 14 ii\ Ninth. That the said Erie and Ontario Railroad Company shall, for the purpose of completing and carrying into effect, the stipula- tions and agreements herein contained, exercise the powers and authorities conferred on them by the said Act of Incorporation and of the Act amending the same ; or should any objection be found to exist to such a course, in consequence of this sale bj- the said Company to the Great Western Railway Company, all necessary steps and proceedings shall be taken by the said the Great Western Railway Company for that purpose ; and any costs or expense in- curred by the said the Great Western Railway Company, shall be deducted out of the moneys hereinafter agreed to be paid by them to the Erie and Ontario Railroad Company. Tenth. That the said the Great Western Railway Company shall and will pay to the Erie and Ontario Railroad Company, the sum of One Hundred and Seventy-nine thousand Pounds, of lawful money of Canada, in the following manner, that is to say — Seventy- five Thousand Pounds in Bonds of the Great Western Railway Company, payable in twenty years, with interest on the same at the rate of six per cent, per annum, payable half-yearly, and con- vertible at the option of the holders thereof, into stock of the Great Western Railway Company, at par ; and the further sum of One Hundred and Four Thousand Pounds in Bonds of the Great Western Railway Company, payable in twenty years, with interest on the same, at the rate of six per cent, per annum, payable half-yearly. Eleventh. That the said Bonds shall be delivered over to the Erie and Ontario Railroad Company, in such manner as may be agreed upon between the Directors of the two Companies. Twelfth. That the Great Western Railway Company shall pro- mote and develope the traffic on the line of the said Erie and Ontario Railroad Company, between the Town of Niagara, the Clifton House, and Chippawa; and that the Great Western Railway Com- pany shall run trains between the said places as frequently as the traffic between the different points will warrant; but at the least as often as two trains dally during the summer months, and one train daily during the rest of the year. Thirteenth. That the Great Western Railway Company shall and will fulfil all agreements entered into by the Erie and Ontario Railroad Company. Fourteenth. That the Capital Stock of the Great W^estern Rail- way Company shall be increased by the sum of One Hundred and Seventy-nine Thousand Pounds, for the purpose of carrying out this agreement ; such Increase to be made in such manner as the Great Western Railway Company may by By-Law direct. Fifleenth. That the said sum of One Hundred and Seventy-nine 15 Thousand Pounds, shall be divided among the Shareholders of The Erie and Ontario Railroad Company, in the following manner : Each Shareholder in the Erie and Ontario Railroad Company, to receive in the Bonds of the Great Western Railway Company, Twelve Pounds Ten Shillings for every share of Twelve Pounds Ten Shillings by him paid in. Sixteenth. Application shall, if required or considered expedient, by the Board of Directors of the Great Western Railway Company! be made to the Provincial Parliament for an Act to confirm the purchase intended to be affected by this agreemeet, and to confirm and legalize such of the provisions herein contained, as to the legality whereof any doubts may be entertained. It is also further understood and agreed, that the Great Western Railway Company shall make convenient and reasonable arrange- nients, upon such reasonable terms and conditions as may be agreed upon, for the running of an omnibus-car between the Clifton House and Manchester, for the convenience of visitors at the Falls. In Witness Whereof, the said Companies, parties to these presents, have caused their Common Seals to be hereto affixed, the day and year first above written. (Signed,) ROBERT W. HARRIS, f^ President, G. W. B. Co. [SEAL.] WITNESS * (Signed,) A. McMICKEN, (Signed,) J. E. SABINE. (Signed,) THOMAS C. STREET, as President.