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GIFT OF 
 

 FRANKLIN V. SPOONER, ROBERT R. PARDOW 
 AND JOHN C. RUED, 
 
 Purchasers 
 and 
 
 , .J . 
 THE WESTERN PACIFIC RAILROAD COMPANY 
 
 Agreement 
 
 DATED 
 
 , I9I6 
 
 Chas. p. Yoong Co., Printers, 19 Beaver St., N. Y. 
 
. V^as-Rs" 
 
 Digitized by the Internet Archive 
 
 in 2008 with funding from 
 
 IVIicrosoft Corporation 
 
 http://www.archive.org/details/franklinvspoonerOOfranrich 
 
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 AGREEMENT, made this day of 
 
 1916, between Franklin V. Spooner, Robert R. Pardow and 
 JoEdN C. Rued (hereinafter called the "Purchasers"), par- 
 ties of the first part, and The Western Pacific Railroad 
 Company, a corporation organized and existing under the 
 laws of California (hereinafter called the "Company"), 
 party of the second part, 
 
 WITNESSETH: 
 
 Whereas, pursuant to a decree of foreclosure and sale en- 
 tered by the District Court of the United States for the North- 
 em District of California, and an ancillary decree entered by 
 the District Court of the United States for the District of Utah 
 in certain causes in equity in said courts pending, each en- 
 titled ' ' The Equitable Trust Company of New York, as Trus- 
 tee, Plaintiff, against Western Pacific Railway Company et al., 
 Defendants, and Central Trust Company of New York, as 
 Trustee, Intervening Defendant and Cross-Complainant ' ', and 
 the bid of the Purchasers made at the foreclosure sale which 
 occurred in accordance with the provisions of said decree, cer- 
 tain railways, rights, franchises, shares of stock and other 
 property formerly owned or held by Western Pacific Railway 
 Company or its receivers were sold to the Purchasers and a 
 part of the purchase price of said railways and properties has 
 already been paid by the Purchasers ; and by decrees of said 
 courts confirming such sale it was decreed that upon compli- 
 ance with the terms set forth in said decrees of confirmation 
 (to which said decrees as well as the decrees of foreclosure and 
 sale in said causes reference is hereby made with the same 
 effect as if set forth at length herein) a deed or deeds or other 
 instrument or instruments of transfer shall be executed by 
 Francis KruU, the Special Master named in said decrees, by 
 
 337712 
 
said Western Pacific Eailway Company, by said The Equitable 
 Trust Company of New York, as Trustee under the First 
 Mortgage of Western Pacific Railway Company dated Sep- 
 tember 1, 1903, by Central Trust Company of New York, as 
 Trustee under the Second Mortgage of said Company dated 
 July 1, 1908, by Frank G. Drum and Warren Olney, Jr., as 
 Eeceivers of said Western Pacific Railway Company, convey- 
 ing, transferring and releasing to the Purchasers, as joint 
 tenants, and to the survivors of them, or their grantees, suc- 
 cessors or assigns, said railways, rights, franchises, shares of 
 stock and other property described and mentioned in said 
 decrees of foreclosure and sale and thereby directed to be sold, 
 subject to all the terms, conditions and provisions of said 
 decrees of sale and confirmation; and 
 
 Wheeeas, the Company has an authorized capital stock of 
 $75,000,000, consisting of $27,500,000 of six per cent, non- 
 cumulative preferred stock and $47,500,000 of common stock; 
 and 
 
 Whebeas, there has been subscribed $1,500,000 of such 
 common stock of the Company and 10% in cash has been paid 
 in on account of such subscriptions ; and 
 
 Wheeeas, the Purchasers are about to acquire by assign- 
 ment from the subscriber for $1,498,700, par value, of such 
 stock all his rights under his subscription and his right to have 
 such stock issued upon payment of the balance of such sub- 
 scription; and 
 
 Wheeeas, the Purchasers in all of the matters herein re- 
 ferred to have acted or are acting at the instance of the Re- 
 organization Committee constituted by the Plan and Agree- 
 ment for the Reorganization of Western Pacific Railway Com- 
 pany dated December 15, 1916, and by agreement with said 
 Reorganization Committee have been and are to be furnished 
 by said Reorganization Committee Mdth the moneys and se- 
 
curities paid or used or to be paid or used as herein recited or 
 provided : 
 
 Now, Theeefoee, it is mutually agreed between the parties 
 hereto as follows: 
 
 I. 
 
 The Purchasers, for the considerations heresinafter named, 
 have sold, assigned and transferred and do hereby sell, assign 
 and transfer to the Company their said bid and all the rights 
 acquired by them under and by virtue of such bid and sale and 
 the acceptance and confirmation thereof as aforesaid, and 
 hereby authorize and direct that the deeds and other instru- 
 ments of conveyance and transfer, by said decrees directed to 
 be executed and delivered to the Purchasers at said sale or 
 their assigns, be executed and delivered to the Company. 
 
 n. 
 
 The Purchasers agree that for said considerations they 
 will, as expeditiously as may be : 
 
 (1) Cause to be executed and delivered to the Company 
 by Francis KruU, Special Master, said Western Pacific Rail- 
 way Company, said The Equitable Trust Company of New 
 York, as Trustee, said Central Trust Company of New York, 
 as Trustee, and said Frank G. Drum and Warren Olney, Jr., 
 as Receivers of the Western Pacific Railway Company, a deed 
 in which said Purchasers will also join, of substantially the 
 tenor of the draft marked "Exhibit A" hereto attached; 
 
 (2) Assign and transfer, or cause to be assigned and 
 transferred, to the Company: 
 
 $400,500 par value of the stock of Standard Realty 
 and Development Company ; 
 
 $99,900 par value of the stock of Salt Lake City and 
 Union Depot Company ; 
 
4 
 
 (3) Pay in cash such part of the purchase price bid by 
 them for the railways, franchises, rights, shares of stock and 
 other property so bid in by them as the said District Court of 
 the United States for the Northern District of California shall 
 by order direct to be so paid as a condition of the execution by 
 the said Special Master of a deed of the railways and property 
 sold at said foreclosure sale, and pay the balance of such pur- 
 chase price (except to the extent that the same is hereafter to 
 be satisfied by cash payments to be made by the Company as 
 expressly provided in said Exhibit A) either in cash or by 
 allowing to be credited on the First Mortgage Five Per Cent. 
 Thirty- Year Gold Bonds of the Western Pacific Railway Com- 
 pany deposited under said Plan of Reorganization dated De- 
 cember 15, 1915, such portion of the purchase price as may be 
 applicable to such bonds ; 
 
 (4) Pay in cash to the Company forthwith upon the de- 
 livery to or upon the order of the Purchasers of 
 
 principal amount of the First Mortgage Gold Bonds of the 
 Company (with all unmatured coupons thereto annexed) and 
 $27,500,000 par value of the preferred stock and $47,498,700 
 of the common stock of the Company hereinafter mentioned, 
 
 at least the sum of plus the accrued 
 
 interest on said ..._ - of such bonds ; 
 
 (5) Assign or cause to be assigned to the Company all 
 of the rights, claims and demands of the said Reorganization 
 Committee and of the Purchasers with respect to or arising 
 out of or under all and every of the subscriptions for bonds 
 of the Company and stock of The Western Pacific Corporation 
 (a corporation of the State of Delaware) made by Depositors 
 under said Plan, except as to amounts that shall have been 
 paid to the Reorganization Committee at the date of making 
 such assignment, and also all rights, claims and demands of 
 the Reorganization Committee or the Purchasers in or to or 
 arising out of or under a certain agreement between the Re- 
 
organization Committee and a certain Syndicate formed by 
 The Equitable Trust Company of New York, Blair & Co., 
 William Salomon & Co. and E. H. EoUins Sons & Company, 
 as provided in said Plan, in so far as said agreement has not 
 been performed by said SjTidicate at the date of making such 
 assignment; 
 
 (6) Hold or cause to be held and to be transferred and 
 delivered upon the order of the Company and otherwise as 
 provided in the Plan of Reorganization, certificates represent- 
 ing preferred and common stock of The Western Pacific Cor- 
 poration in amounts sufiicient respectively to enable deliveries 
 thereof to be made (as provided in the said Plan) to subscrib- 
 ing Depositors and to said Syndicate, upon the payment in full 
 of amounts payable by them, respectively, to the Reorganiza- 
 tion Committee upon subscriptions or upon said agreement 
 to be assigned to the Company as above provided. Such stock 
 certificates shall be held in such names and form (assigned in 
 blank or otherwise) as will enable the Purchasers or other 
 custodians thereof as occasion for the delivery thereof shall 
 arise to deliver to the persons entitled thereto respectively 
 certificates for preferred and common stock of said The West- 
 ern Pacific Corporation in the amounts to which they shall be 
 so entitled thereto ; 
 
 (7) Hold, subject to the order of the Reorganization 
 Committee under the Plan, and use or cause to be used, or 
 assign, transfer, deliver and distribute or otherwise dispose 
 of as said Reorganization Committee shall direct, the secur- 
 ities of the Company that shall be delivered to them pursuant 
 to the provisions of this agreement. 
 
 (8) Pay over or cause to be paid over to the Company, 
 immediately after the conclusion and winding up of the duties 
 and affairs of the Reorganization Committee and the final set- 
 tlement of its accounts (or the expiration of the period within 
 which objection may be made thereto without the making bf 
 
any such objection, such amount of cash (in addition to the 
 said sum of $ to be paid by the Pur- 
 chasers as provided in paragraph (4) of this Article I) as 
 shall remain, out of the moneys paid to the Reorganization 
 Committee pursuant to Depositors' subscriptions and said 
 agreement between the Reorganization Committee and said 
 Syndicate, after deduction of all such amounts thereof as shall 
 be paid out by the Reorganization Committee or the Pur- 
 chasers or both (or for the account of either or both of them) 
 in or about the reorganization of Western Pacific Railway 
 Company, including among other things, payments of or on 
 account of the purchase price of the railroads and property to 
 be conveyed to the Company as herein provided, expenses oc- 
 casioned by the reorganization of the Company and The 
 Western Pacific Corporation and the issuance of their secur- 
 ities, the compensation, expenses and counsel fees of the Re- 
 organization Committee and of the Protective Committee and 
 all other expenses of and liabilities incurred by the Reorganiz- 
 ation Committee under the authority of the Plan and Agree- 
 ment as the same shall be fixed, allowed or approved by the 
 Reorganization Committee as provided or permitted by the 
 Reorganization Agreement. 
 
 III. 
 
 The Company agrees that it will : 
 
 (1) Forthwith upon the execution and delivery to it of 
 the deed of conveyance and the assignment and transfer men- 
 tioned in paragraphs (1) and (2) of Article II hereof, and the 
 
 payment to it of the sum of at least $ 
 
 plus accrued interest on $ _ „ _ , principal 
 
 amount, of First Mortgage Bonds, as provided in paragraph 
 (4) of said Article II, and upon the delivery to the Company 
 of an assignment to the Purchasers by the subscriber to 
 $1,498,700 of its common stock of the right of such subscriber 
 to have such stock issued to him upon payment of the balance 
 
of such subscription, issue and deliver to the Purchasers or 
 upon their order : 
 
 (a) $ principal amount of the 
 First Mortgage Gold Bonds of the Company, with all un- 
 matured coupons thereto attached; said bonds to be se- 
 cured by a first mortgage upon properties of the Company 
 in substantially the form of mortgage a copy whereof is 
 hereto attached and marked "Exhibit B" and to be in 
 substantially the form set forth and provided for in said 
 Exhibit B. 
 
 (b) $27,500,000 par value of the six per cent, non- 
 cumulative preferred stock of the Company; preferred 
 both as to dividends and in liquidation, to be redeemable 
 at 105 and accrued dividends, if any, for the then current 
 year and to be convertible into common stock at the rate 
 of dollar for dollar of par value at any time prior to 
 redemption ; 
 
 (c) $47,498,700 par value of the common stock of the 
 Company ; 
 
 (2) Satisfy, release and discharge the obligation of the 
 subscriber assigning his subscription to the common stock of 
 the Company as contemplated hereby to pay any sum on 
 account of the unpaid portion of his subscription for said 
 $1,498,700 par value of the common stock of the Company; 
 
 (3) From time to time, upon the due payment in full of 
 the amount due upon any subscription by a Depositor or by 
 Depositors under said Plan or upon the payment by said Syn- 
 dicate of any amount remaining due therefrom under said 
 agreement between the Reorganization Committee and said 
 Syndicate and upon being furnished by the purchasers with 
 certificates representing such preferred and common stock of 
 The Western Pacific Corporation as such Depositors respect- 
 ively or said Syndicate may be entitled to receive in considera- 
 
tion of such pajmient, issue and deliver to the Depositors 
 respectively or to said Syndicate additional First Mortgage 
 Bonds of the Company (with all unmatured coupons thereto 
 annexed) and preferred and common stock of The Western 
 Pacific Corporation — in each instance of the principal amount 
 to which the Depositor or Syndicate as the case may be shall 
 be entitled. 
 
 (4) Pay or cause to be paid or otherwise satisfied and 
 discharged as provided in or as may be directed pursuant to 
 the provisions of said decree by the United States District 
 Court for the Northern District of California, except to the 
 extent that the same or any thereof have been paid or shall be 
 paid by application of portions of the purchase price paid by 
 the Purchasers as provided in paragraph (3) of Article I 
 hereof : 
 
 (a) All taxes which may be liens upon or chargeable 
 against the property or franchises described in said 
 Exhibit A ; 
 
 (b) All Receiver's Certificates of Indebtedness and 
 all other indebtedness and liabilities incurred by said 
 Receivers in operation of the railroads and properties so 
 purchased to the date of the delivery by such Receivers 
 of possession of said railroads and properties to the 
 Company ; 
 
 (c) All obligations, liabilities or claims of or against 
 the Western Pacific Railway Company heretofore or here- 
 after adjudged by said court by final order or decree to 
 constitute a lien or charge upon said railways, properties, 
 rights and franchises so purchased in priority to the lien 
 of the indenture so foreclosed or otherwise entitled to be 
 paid out of the proceeds of such sale in priority to said 
 First Mortgage Five Per Cent. Thirty- Year Gold Bonds 
 of Western Pacific Railway Company; 
 
 (d) All allowances in said foreclosure suit for com- 
 
pensation and expenses of Trustees and parties and for 
 compensation and expenses of counsel for such Trustees 
 and parties, allowances for the compensation of the Re- 
 ceivers and their counsel and all other costs and expenses 
 of said foreclosure suit, including the costs and expenses 
 of the Special Master in connection with said sale. 
 
 (5) Indemnify and hold harmless the Eeorganization 
 Committee named in said Plan, and everyone of them, and the 
 Committee named in Western Pacific Railway Company's 
 First Mortgage Five Per Cent. Gold Bonds Protective Agree- 
 ment dated May 1, 1915, and everyone of them, and the said 
 Purchasers and each of them, and their respective heirs, ad- 
 ministrators and assigns, against and from every claim, de- 
 mand, charge, liability, cost and expense of every name and 
 nature arising out of or connected with any contract or under- 
 taking made or entered into by them or any of them or any 
 act or failure to act on the part of them or any of them in the 
 performance of said Plan and Agreement of Reorganization 
 or otherwise, except only any act or failure to act, if any, per- 
 formed or omitted in actual bad faith. 
 
 In Witness Whereof, the parties of the first part have 
 hereunto set their hands and seals and the party of the sec- 
 ond part has caused this instrument to be executed by its 
 President, and its corporate seal, attested by its Secretary, 
 to be hereunto affixed the day and year first above written. 
 
 (seal) 
 
 (seal) 
 
 ~ (seal) 
 
 THE WESTERN PACIFIC RAILROAD COMPANY, 
 
 By „ 
 
 President. 
 
 Attest : 
 
 Secretary. 
 
10 
 
 EXHIBIT A. 
 
 INDENTUKE, made the day of , 
 
 1916, between 
 
 Feancis Krull, as Special Master appointed as herein- 
 after stated (herein called the "Special Master"), party of 
 the first part, 
 
 Western Pacific Railway Company, a corporation of the 
 State of California (hereinafter called the "Railway"), party 
 of the second part, 
 
 Frank G. Drum and Warren Olney, Jr., as receivers of 
 the Railway (hereinafter called the "Receivers"), parties of 
 the third part, 
 
 The Equitable Trust Company op New York, a corpora- 
 tion of the State of New York (hereinafter called the "Equit- 
 able Company"), as Trustee under the mortgage and deed of 
 trust dated Stepember 1, 1903, made by the Railway as herein- 
 after stated, party of the fourth part. 
 
 Central Trust Company of New York, a corporation of 
 the State of New York (hereinafter called the "Central Com- 
 pany"), as Trustee under the mortgage and deed of trust 
 dated July 1, 1908, made by the Railway as hereinafter stated, 
 party of the fifth part, 
 
 Franklin V. Spooner, Robert R. Pardow and John C. 
 Rued (hereinafter called the "Purchasers"), parties of the 
 sixth part, and 
 
 The Western Pacific Railroad Company, a corporation 
 of the State of California (hereinafter called the "Grantee"), 
 party of the seventh part : 
 
 Whereas, the Railway at the times hereinafter mentioned 
 was a corporation duly authorized and existing under the laws 
 of California and authorized to own and mortgage the rail- 
 ways and property hereinafter described; and 
 
 Whereas, on or about June 23, 1905, the Railway executed 
 
11 
 
 its certain mortgage and deed of trust dated September 1, 
 1903 (hereinafter called the "First Mortgage"), to the Bowl- 
 ing Green Trust Company, a corporation of the State of New 
 York, wherein and whereby the Eailway mortgaged and 
 pledged the railways, franchises, rights and other property 
 therein described to secure an issue of bonds of the Railway 
 (hereinafter called "First Mortgage Bonds") ; and 
 
 Whereas, said Bowling Green Trust Company was there- 
 after, on or about March 31, 1909, merged into the Equitable 
 Company and the Equitable Company has succeeded the Bowl- 
 ing Green Trust Company as Trustee in said First Mortgage 
 and is now such Trustee ; and 
 
 Whereas, on or about June 16, 1909, the Railway executed 
 a certain indenture supplemental to said First Mortgage, con- 
 firming and transferring unto the Equitable Company the 
 trusts contained in said First Mortgage ; and 
 
 Whereas, on or about October 9, 1908, the Railway exe- 
 cuted its certain mortgage and deed of trust dated July 1, 1908 
 (hereinafter called the "Second Mortgage"), to the Central 
 Company, as Trustee, wherein and whereby the Railway mort- 
 gaged the said railroads, franchises and other property there- 
 in described to secure an issue of bonds of the Railway, known 
 as its "Second Mortgage Bonds"; and 
 
 Whereas, on May 27, 1916, there was pending in the Dis- 
 trict Court of the United States for the Northern District of 
 California a suit wherein the Equitable Company, as Trustee, 
 was complainant, and the Railway, the Boca and Loyalton 
 Railroad Company, Chester L. Hovey, as Receiver of said 
 Company, and the Mercantile Trust Company of San Fran- 
 cisco, as Trustee, were defendants, and the Central Company, 
 as Trustee, was intervening defendant and cross-complainant ; 
 and 
 
 Whereas, on May 27, 1916, there was also pending in the 
 District Court of the United States for the District of Utah 
 
12 
 
 a suit ancillary to said suit in the District Court of the United 
 States for the Northern District of California wherein the 
 parties were the same ; and 
 
 Wheeeas, Frank G. Drum and Warren Olney, Jr., had on 
 or about the 3rd day of March, 1915, been appointed Receivers 
 of the railways and property of the Eailway in the suit above 
 mentioned in the District Court of the United States for the 
 Northern District of California, and in the suit above men- 
 tioned in the District Court of the United States for the Dis- 
 trict of Utah on or about , 1915 ; 
 
 and 
 
 Whereas, such proceedings were had in said suit so pend- 
 ing in the District Court of the United States for the Northern 
 District of California, that on May 27, 1916, a decree was 
 entered therein foreclosing the First Mortgage and directing 
 the sale of the railways and property mortgaged thereby, and 
 in said suit pending in the District Court of the United States 
 for the District of Utah an ancillary decree was entered on 
 May 29, 1916; and 
 
 Wheeeas, in and by said decrees the Special Master was 
 appointed and directed to execute said decrees and to sell the 
 railways, franchises, rights and other property in and by 
 said decrees described and directed to be sold; and 
 
 Whebeas, under and pursuant to said decrees and in obe- 
 dience thereto, on June 28, 1916, after due publica- 
 tion of notice of the time and place of sale de- 
 scribing briefly the property to be sold and referring 
 to said decrees as thereby directed for further particulars, 
 the Special Master did, at the passenger station of the Eail- 
 way at Third and Washington Streets, in the City of Oakland, 
 California, that being a part of the mortgaged property in 
 and by said decrees described and directed to be sold, on the 
 day and at the hour fixed by said Special Master in said notice 
 of sale and in the manner specified and directed in said de- 
 
13 
 
 erees, sell at public auction all and singular the railways, 
 franchises, rights and other property in and by said decrees 
 directed to be sold, upon the terms and conditions in said 
 decrees set forth; and 
 
 Whekeas, at said sale the Purchasers, having first made 
 with the Special Master the deposit required by said decrees 
 as a pledge that they would make good their bid in case of its 
 acceptance, and having been the highest and best bidders 
 therefor, became the purchasers of all the railways, franchises, 
 rights and other property described in said decrees and there- 
 by directed to be sold, for the sum of 
 
 f 
 
 and 
 
 Whereas, the Special Master did duly make and file his 
 report of sale to said District Court of the United States 
 for the Northern District of California in said suit therein 
 pending, which said report and the said sale were by decree 
 of said court entered in said suit therein pending on the 
 
 day of , 1916, duly approved 
 
 and confirmed ; and the Special Master did also duly make and 
 file his report of sale to said District Court of the United 
 States for the District of Utah in said suit therein pending, 
 which said report and the said sale were by decree of said 
 
 court entered in said suit last mentioned on the day 
 
 of , 1916, duly approved and con- 
 firmed; and 
 
 Whereas, upon the petition of the Purchasers showing that 
 they were prepared to deliver to the Special Master, to be 
 credited or canceled as provided in said decrees of foreclosure 
 
 and sale $ principal amount of 
 
 First Mortgage Bonds of the Railway, it was ordered, 
 adjudged and decreed in and by said decrees con- 
 firming said sales that upon the delivery by said Pur- 
 chasers to the Special Master of such bonds or of certifi- 
 cates or orders satisfactory to the Special Master, entitling 
 
14 
 
 him to the possession thereof (the same thereafter to he can- 
 celled or stamped and thereupon returned to the Purchasers, 
 their survivors or assigns, as provided in said decrees), the 
 Special Master sign, seal, execute, acknowledge and deliver 
 a good and sufficient deed or deeds or other instruments con- 
 veying and transferring to the Purchasers as joint tenants 
 and not as tenants in common, or to the survivors of them, 
 or to their grantees, successors or assigns, or to such corpora- 
 tion as the Purchasers should designate, and in such portions 
 to the Purchasers, or to the survivors of them, or to their 
 grantees, successors or assigns, or to such corporation as the 
 Purchasers might direct, all of the railways, franchises, rights 
 and other property described in said decrees of foreclosure 
 and sale ; subject to all the terms, conditions and provisions 
 of the said decrees of sale and of confirmation ; and 
 
 Whebeas, in and by said decrees of foreclosure and sale 
 and said decrees of confirmation, it was ordered, adjudged and 
 decreed that the Railway execute its deed or deeds or other 
 instruments or join with the Special Master in the execution 
 of those made by him, and thereby convey, assign and release 
 to the Purchasers, the survivors of them, their successors or 
 assigns, or the corporation designated by the Purchasers, all 
 of its right, title and interest in the railways, franchises, rights 
 and other property conveyed or transferred by the Special 
 Master ; that the Eeceivers likewise make, execute and deliver 
 to the Purchasers, the survivors of them, their successors or 
 assigns, or to the corporation designated by the Purchasers, 
 all such instruments of transfer and assignment or of further 
 assurance as should be necessary to establish or perfect the 
 title of the Purchasers, the survivors of them, their successors 
 or assigns, or such corporation, to the properties sold under 
 said decrees of foreclosure and sale ; that the Equitable Com- 
 pany, as Trustee of the First Mortgage, likewise convey, trans- 
 fer and release to the Purchasers, the survivors of them, their 
 successors or assigns, or to the corporation designated by the 
 
15 
 
 Purchasers, all of its right, title and interest in and to the 
 Railways, franchises, rights and other property so conveyed 
 or transferred by the Special Master; that the Central Com- 
 pany, as Trustee of the Second Mortgage, likewise convey, 
 transfer and release to the Purchasers, the survivors of them, 
 their successors or assigns, or to the corporation designated 
 by the Purchasers, all of its right, title and interest in and to 
 all of the railways, franchises, rights and other property so 
 conveyed or transferred by the Special Master; and 
 
 Whekeas, the Purchasers have duly delivered to the said 
 Special Master a certificate or order satisfactory to 
 him entitling him to the possession of all the above 
 mentioned First Mortgage Bonds, to be cancelled or stamped 
 and returned as provided in said decrees, and have 
 complied with and have fulfilled all the terms and condi- 
 tions of said decrees entitling them, the survivors of them, 
 their successors or assigns, or such corporation as they might 
 name, to receive such deed or deeds or other instruments ; and 
 
 Whebbas, the Purchasers have since said decrees of con- 
 firmation duly assigned, transferred and set over to the 
 Grantee their said bid and all their right, title and interest 
 in and to the properties of the Railway so sold and their right 
 to receive a deed or deeds of conveyance and transfer thereof 
 and have named and do hereby name the Grantee, a corpora- 
 tion of the State of California, as the corporation to which 
 the Special Master and said others, by said decrees directed 
 so to do, are to make such deeds and other instruments of 
 conveyance, transfer and release of said railways, franchises, 
 rights and property so sold as aforesaid : 
 
 Now, Theeefore, This Indentubb Witnesseth : 
 
 That the Special Master, party of the first part hereto, in 
 order to carry into effect the said sale made by him and in 
 pursuance of the aforesaid decrees and in conformity with the 
 
16 
 
 law and for and in consideration of the premises and of the 
 sum paid and to be paid and the obligations assumed in accord- 
 ance with the terms of said decrees, has granted, bargained, 
 sold, assigned, transferred and conveyed and by these pres- 
 ents does grant, bargain, sell, assign, transfer and convey 
 unto the Grantee in fee simple and absolutely all the said 
 railways, franchises, rights and other property by said 
 decrees of sale ordered to be sold and by said Special Master 
 sold in pursuance thereof as aforesaid, including the follow- 
 ing: 
 
 (1) The Eailway's main line from San Francisco, Cali- 
 fornia, to Salt Lake City, Utah; commencing at said City 
 of San Francisco, running thence in and through the said 
 City and County of San Francisco, and along, over and 
 across the streets, alleys and squares thereof; thence by 
 ferry and barge system to the City of Oakland, Alameda 
 County, California ; thence in and through said City of Oak- 
 land, and along, over and across the streets, alleys and 
 squares thereof; thence southeasterly and easterly to a 
 point on the boundary line between the said County of Ala- 
 meda and the County of San Joaquin, State of California ; 
 thence in a general easterly, northeasterly and northerly 
 direction to the City of Stockton, said County of San Joa- 
 quin ; thence in a general northwesterly and northerly direc- 
 tion to the City of Sacramento, County of Sacramento, State 
 of California; thence in and through said City of Sacra- 
 mento, and along, over and across the streets, alleys and 
 squares thereof; thence in a general northerly direction to 
 the City of Marysville, County of Yuba, State of California ; 
 thence in a general northerly direction to a point at or near 
 the Town of Oroville, County of Butte, State of California ; 
 thence northerly and northeasterly along the North Fork 
 of the Feather River, easterly and northeasterly along the 
 East Branch of the North Fork of Feather Eiver, southerly 
 and southeasterly along Spanish Creek and Spring Garden 
 Creek, southeasterly and northeasterly along the Middle 
 
17 
 
 Fork of the Feather River to a point in Sierra Valley, 
 County of Plumas, State of California; thence easterly 
 across Sierra Valley and through Beckwith Pass to a point 
 on the boundary line between the States of California and 
 Nevada, and thence in a general easterly direction across 
 the State of Nevada to a point on the boundary line be- 
 tween the States of Nevada and Utah ; thence in a general 
 easterly direction to a point in Salt Lake City, Salt Lake 
 County, said State of Utah. 
 
 Included as a part of the main line of railroad above 
 described is that certain line of railroad formerly owned by 
 the Alameda and San Joaquin Railroad Company and now 
 owned by the Railway, extending from the City of 
 Stockton, County of San Joaquin, State of California, to 
 Tesla, Alameda County, California, a distance of about 36.6 
 miles, together with all the other property and franchises 
 required by the Railway from said last named company. 
 
 Also all the railroads, terminals, rights of way, fran- 
 chises and other proper heretofore acquired by the Railway 
 from the said San Francisco Terminal Railway and Ferry 
 Company, said Sacramento and Oakland Railway Company 
 and said Stockton and Beckwith Pass Railway Company. 
 
 (2) All other lines of railroad wherever situated 
 whether owned by the Railway at the time of the execution 
 and delivery of said First Mortgage or thereafter con- 
 structed or acquired, whether by the Railway or the Re- 
 ceivers, and now owned by it, including all branches, exten- 
 sions, terminals, terminal property and interest in termi- 
 nals, union depots or stations, and all way-grounds, rights 
 of way, depot grounds, roadbeds, superstructures, rails, 
 tracks, side tracks, sidings, switches and turnouts, bridges, 
 viaducts, culverts, embankments, lands, yards, buildings, 
 offices, depots, stations, warehouses, car houses, engine 
 houses, freight houses, coal houses, wood houses, machine 
 shops and other shops, turn-tables, water stations, water 
 
18 
 
 tanks, fences, telegraph lines, elevators, structures, erections 
 and fixtures, and all wharves, piers, docks, ferries, boats, 
 steamers, barges, transports, tugs and transfer and ferry 
 boats. 
 
 (3) All the right, title and interest of the Bail way in 
 and to any and all parcels of real property wherever sit- 
 uated, either owned by it or purchased or acquired by the 
 Keceivers, or in which it has the sole beneficial interest, and 
 which have been acquired from time to time, although such 
 parcels may be detached from and do not form an integral 
 part of the Railway's line of railway, 
 
 (4) All locomotives, engines, cars and other rolling 
 stock, steam or electrical equipment, machinery, instru- 
 ments, tools, implements, materials, supplies, furniture and 
 other chattels of the Railway wheresoever situated, whether 
 acquired by the Railway or by the Receivers. 
 
 (5) All the following described shares of stock, which 
 said stocks, with the exception of stock in Salt Lake City 
 Union Depot and Railway Company, are deposited and 
 pledged with and are held by the Equitable Company as 
 Trustee of said First Mortgage, namely: 
 
 $400,500 par value of stock of Standard Realty and 
 Development Company. 
 
 $2,500,000 par value of stock of San Francisco Ter- 
 minal Railway and Ferry Company. 
 
 $1,000,000 par value of stock of Stockton and Beck- 
 with Pass Railway Company. 
 
 $99,900 par value of stock of Salt Lake City Union 
 Depot and Railway Company. 
 
 (6) All cash in the possession of the Receivers or to 
 which they are entitled, all sums of money and all accounts 
 of every kind due to the Receivers, all estates, interests and 
 rights under leases, trackage, terminal, crossing, operating 
 and other executory contracts and agreements to which the 
 Railway or the Receivers may be parties. 
 
19 
 
 (7) The Railway's rights and interests in and under the 
 following agreements : 
 
 (a) An agreement dated June 23, 1905, between the 
 Railway, The Rio Grande Western Railway Company 
 (now consolidated into The Denver and Rio Grande Rail- 
 road Company) and the Bowling Green Trust Company, 
 as Trustee under the First Mortgage of the Railway. 
 
 (b) Agreement dated June 23, 1905, between the Rail- 
 way, The Denver and Rio Grande Railroad Company, the 
 Rio Grande Western Railway Company (now consoli- 
 dated into The Denver and Rio Grande Railroad Com- 
 pany), and the Bowling Green Trust Company, as Trus- 
 tee under the First Mortgage of the Railway. 
 
 (c) An agreement dated June 23, 1905, between The 
 Missouri Pacific Railway Company and The Denver and 
 Rio Grande Railroad Company. 
 
 (d) All other agreements, leases and traffic contracts 
 to which the Railway is a party or in which the Railway 
 has an interest. 
 
 (8) All other property of every kind and description 
 owned by the Railway or acquired by the Railway or by the 
 Receivers; also any and all corporate and other rights, 
 powers, privileges and franchises, easements, tenements, 
 hereditaments and appurtenances, reversions and remaind- 
 ers, which the Railway held at the time of the execution and 
 delivery of said First Mortgage, or which it or the Receivers 
 have subsequently acquired and now possess or exercise, 
 and any and all rents, issues, profits, tolls and other income 
 of said lines of railroad, extensions and branches, or any 
 part thereof, and all the estate, right, title and interest, 
 property, possession, claim and demand whatsoever, as well 
 at law as in equity, of the said Railway of, in and to the said 
 lines of railroad, terminals and other property, and any and 
 every part thereof, with all of the appurtenances. 
 
20 
 
 (9) Excepting out of and reserving from the property 
 above described so mucb thereof, if any, as shall heretofore 
 have been conveyed by the Eailway and released from the 
 lien of said First Mortgage by the Trustee thereunder and 
 released from said Second Mortgage by the Trustee there- 
 under. 
 
 (10) Excepting also out of and reserving from the prop- 
 erty above described any and all trackage and operating 
 rights now existing in the Boca and Loyalton Eailroad Com- 
 pany, Chester L. Hovey, as Receiver thereof, and the Mer- 
 cantile Trust Company of San Francisco, as Trustee under 
 the first mortgage of the Boca and Loyalton Railroad Com- 
 pany, over a certain portion of the track approximately 
 three and three-fourths miles in length, described in the 
 supplemental and second amended bill of complaint, the 
 question of the priorities of the rights of these parties to 
 the extent mentioned over the lien of the first and second 
 mortgages of the Railway being reserved for subsequent 
 adjudication between the purchasers and said parties. 
 
 Subject, however, as to the one thousand steel under-frame 
 box cars mentioned in Article VIII of said decree of fore- 
 closure and sale, to the lien thereon of the indebtedness here- 
 tofore incurred or the notes or obligations issued by the Re- 
 ceivers for or in the aid of the purchase thereof as stated in 
 said Article VIII of said decree. 
 
 Subject, moreover, so far as the funds available from the 
 purchase price will permit, to the payment by the Grantee of 
 the costs, expenses, fees and other charges of, and a reason- 
 able compensation to, the Equitable Company, the complain- 
 ant in said causes above mentioned, its solicitors and counsel, 
 and to the payment of all expenses, liabilities and advances 
 incurred or disbursements made by said complainant, and also 
 to the payment of any unpaid compensation which has been 
 or shall be allowed by said District Court of the United States 
 
21 
 
 for the Northern District of California to the Receivers or 
 their solicitors and counsel ; all of which amounts so payable 
 to the Equitable Company, its solicitors and counsel and to 
 the Receivers and their solicitors and counsel, the Grantee 
 hereby expressly assumes and hereby elects to take credit for 
 upon the purchase price ; 
 
 Subject, also, to the express condition that the railways, 
 franchises, rights and other property hereby conveyed shall 
 be and hereby are charged, so far as funds available from the 
 purchase price will permit and without thereby increasing the 
 amount bid by the purchaser or payable by him, with the pay- 
 ment, satisfaction and discharge in cash by the Grantee of 
 the following : 
 
 (a) Any tax which may be a lien upon or chargeable 
 against the railways, franchises, rights or other property 
 hereby conveyed; 
 
 (b) All unpaid current liabilities, indebtedness and obli- 
 gations, if any such there be and whether arising upon con- 
 tract or from torts and whether liquidated or unliquidated, 
 of the Receivers legally contracted or incurred by them in 
 the operation of the railways, franchises, rights and prop- 
 erty hereby conveyed at any time before the same shall be 
 delivered to the Grantee hereunder, including the indebt- 
 edness and obligations of the Receivers represented by their 
 outstanding Equipment Notes mentioned in Article VIII 
 of said decrees and their obligation (so far as un- 
 dissharged) by reason of the purchase by them of the 
 1000 underframe box cars mentioned in said Article VIII 
 aU which liabilities, indebtedness and obligations, including 
 said oustanding notes, the Purchasers and the Grantee here- 
 by expressly elect to and do assume and elect to take credit 
 for upon the purchase price ; 
 
 (c) Any just and legal indebtedness of the Railway, 
 payment whereof was provided for by the order of said Dis- 
 
22 
 
 trict Court of the United States for the Northern District 
 of California appointing the Receivers, and which became 
 due and payable prior to the appointing of said Receivers, 
 and which shall not at the time of the delivery of posses- 
 sion of the railways and property hereby conveyed have 
 been paid or satisfied by the Receivers, upon such indebted- 
 ness being finally adjudged by said District Court of the 
 United States for the Northern District of California to be 
 prior and superior in equity to the First Mortgage Bonds 
 and directing the payment thereof ; 
 
 (d) Such further amounts, if any, claimed by petitions 
 filed, prior to the date of the sale as aforesaid by the Special 
 Master of said railways, franchises, rights and other prop- 
 erty, in said suit pending in said District Court of the United 
 States for the Northern District of California, as the Re- 
 ceivers may be finally adjudged to be liable to pay or as may 
 be finally adjudged by decree to be prior and superior in 
 equity to the First Mortgage as a charge upon said railways, 
 franchises, rights and other properties. 
 
 Subject, also, to the payment by the Grantee of any balance 
 of the purchase price bid at said foreclosure sale for the rail- 
 ways, franchises, rights and other property hereby conveyed, 
 which shall not be paid in cash by said Purchasers nor paid 
 by the Grantee as hereinbefore provided, such payment to be 
 made by the Grantee either in cash or by allowing to be cred- 
 ited on First Mortgage Five Per Cent. Thirty- Year Gold 
 Bonds of the Railway and unpaid past-due coupons apper- 
 taining thereto such sums as would be payable in cash on 
 such bonds and coupons out of such proceeds of sale if the 
 whole amount were paid in cash. 
 
 But neither the Purchasers, the Grantee nor its successors 
 or assigns shall be held personally liable for any of the afore- 
 mentioned taxes, liabilities, indebtedness or claims, except such 
 as by the terms of this indenture they expressly assume to pay, 
 the manner provided in said decrees of foreclosure and sale 
 
23 
 
 and said decrees of confirmation for enforcing the liability of 
 the Purchasers, their grantees, successors and assigns, for all 
 such taxes, liabilities and indebtedness to be exclusive of all 
 other remedies. 
 
 And subject also to all the other terms, conditions and pro- 
 visions of said decrees of foreclosure and sale and the decrees 
 of confirmation of such sale. 
 
 To HAVE AND TO HOLD all and singular the above described 
 and conveyed railways, franchises, rights and other property, 
 real, personal and mixed, wherever situated, unto the Grantee, 
 its successors and assigns, forever, subject as aforesaid. 
 
 The Grantee, its successors or assigns, shall have the right 
 for a period of six months from the date of entry of the decree 
 of the District Court of the United States for the Northern 
 District of California confirming said sale, to elect whether 
 or not to assume or adopt any lease or contract which is a 
 part of the railways, franchises, rights or other property 
 hereby conveyed, whether made by the Raihvay or by 
 the Eeceivers herein, and such Grantee or its successors or 
 assigns shall be held to have adopted and assumed each such 
 lease or contract unless within said period of six months 
 it or they shall file with the Clerk of the District Court of 
 the United States for the Northern District of California a 
 written election not to assume or adopt the same ; but the fore- 
 going provision shall not be deemed to authorize the Grantee 
 to disclaim or reject as part of the property purchased the 
 right of the Eailway in or under the contract dated June 23, 
 1905, between the Eailway, The Denver and Eio Grande Rail- 
 road Company and the Eio Grande Western Eailway Com- 
 pany and the Trustee under the First Mortgage of the Eail- 
 way. 
 
 And This Indenture Fuethee Witnesseth: 
 
 That in consideration of the premises and under and pur- 
 suant to the said decrees of the said courts, the Eailway, party 
 of the second part hereto, does hereby grant, bargain, sell, as- 
 
24 
 
 sign, transfer, release and convey unto the Grantee, its suc- 
 cessors or assigns, forever, all its right, title and interest in 
 and to all the railways, franchises, rights and other property 
 hereby conveyed, assigned or transferred by the Special 
 Master to the Grantee. 
 
 To Have and To Hold the same and each and every part 
 thereof unto the Grantee, its successors and assigns, forever. 
 
 And This Indentube Fxjbtheb Witnesseth: 
 That in consideration of the premises and under and pur- 
 suant to the said decrees of courts, said Frank G. Drum 
 and "Warren Olney, Jr., as Eeceivers of the Eailway and of its 
 properties, parties of the third part, do hereby grant, bargain, 
 sell, convey, assign and release unto the Grantee, its 
 successors and assigns, all their right, title and in- 
 terest in and to all the railways, franchises, rights 
 and other property hereby conveyed, assigned or trans- 
 ferred by the Special Master to the Grantee, and as 
 well all other assets or property acquired or constructed by 
 them or that may be acquired or constructed by them prior 
 to the delivery of possession to the Grantee, its successors or 
 assigns, of the railways and property hereby conveyed, as- 
 signed or transferred, except such property as may have been 
 lawfully disposed of by them, including all property, interests, 
 rights and franchises of whatever description held by them 
 or to which they may be or become entitled as such Receivers. 
 
 Subject, Howeveb, as to the 1,000 steel underframe box 
 cars hereinbefore mentioned, to the lien thereon of the in- 
 debtedness heretofore incurred or the notes or obligations is- 
 sued by the Receivers for or in aid of the purchase thereof as 
 hereinbefore stated. 
 
 To Have and To Hold the same and each and every part 
 thereof unto the Grantee, its successors and assigns, forever. 
 
 And This Indentube Fubthee Witnesseth: 
 That in consideration of the premises and under and pur- 
 suant to the said decrees of said courts, the Equitable Com- 
 
25 
 
 pany, as Trustee under the First Mortgage of the Railway, 
 party of the fourth part hereto, does hereby convey, assign, 
 transfer and release unto the Grantee, its successors and as- 
 signs, forever, all its right, title and interest as such Trustee 
 in and to the railways, franchises, rights and other property 
 hereby conveyed, assigned or transferred by the Special Mas- 
 ter to the Grantee. 
 
 To Have and To Hold the same and each and every part 
 thereof unto the Grantee, its successors and assigns, forever. 
 
 And This Indentuke Further Witnesseth: 
 That in consideration of the premises and under and pur- 
 suant to the said decrees of said courts, the Central Company, 
 as Trustee under the Second Mortgage of the Railway, party 
 of the fifth part hereto, does hereby convey, assign, transfer 
 and release unto the Grantee, its successors and assigns, for- 
 ever, all its right, title and interest as such Trustee in and to 
 the railways, franchises and other property hereby conveyed, 
 assigned or tranferred by the Special Master to the Grantee. 
 
 To Have and To Hold the same and each and every part 
 thereof unto the Grantee, its successors and assigns, forever. 
 
 And This Indenttjee Further Witnesseth : 
 That the Purchasers, parties of the sixth part, have become 
 parties hereto in order to signify their assent to the execution 
 and delivery of this indenture to the Grantee, and they do 
 hereby signify their assent and quitclaim and release unto the 
 Grantee, its successors and assigns, all their right, title and 
 interest in and to the railways, franchises, rights and other 
 property hereby conveyed, assigned or transferred by the 
 Special Master to said Grantee, which hereby agrees to in- 
 demnify and hold harmless the Purchasers against and from 
 any liability on account of the assumption by the Purchasers 
 of the unpaid liabilities, indebtedness and obligations of the 
 Receivers hereinabove contained. 
 
 In Witness Whereof, the party of the first part, the 
 parties of the third part and the parties of the sixth part have 
 
26 
 
 hereunto set their hands and seals, and the party of the second 
 part, the party of the fourth part, and the party of the fifth 
 part have caused their respective corporate seals to be here- 
 unto affixed and attested by their respective secretaries or 
 assistant secretaries and these presents to be signed by their 
 respective presidents or vice-presidents thereunto duly au- 
 thorized, all as of the day and year first above wirtten. 
 
 Special Master. 
 
 Signed and Sealed by Francis 
 KIbull in presence of: 
 
 I 
 
 WESTERN PACIFIC RAILWAY COMPANY 
 
 By 
 
 President. 
 Attest : 
 
 Secretary. 
 
 Signed and sealed by Western 
 Pacific Railway Company in 
 presence of: 
 
 THE EQUITABLE TRUST COMPANY OF NEW YORK 
 
 As Trustee, 
 
 By 
 
 Vice-President. 
 Attest : 
 
 Assistant Secretary. 
 
27 
 
 Signed and sealed by The 
 Equitable Teust Company 
 OP New York in presence 
 of: 
 
 CENTRAL TEUST COMPANY OF NEW YORK 
 
 As Trustee, 
 
 By _ 
 
 Vice-President. 
 Attest : 
 
 Assistant Secretary. 
 
 Signed and sealed by Central 
 Trust Company of New 
 York in presence of: 
 
 .(L. S.) 
 
 .(L. S.) 
 
 As Receivers. 
 
 Signed and sealed by Frank 
 G. Drum and Warren Ol- 
 NEY, Jr., in presence of : 
 
28 
 
 (L. S.) 
 
 (L.S.) 
 
 -•- (L.S.) 
 
 Purchasers. 
 
 Signed and sealed by Franklin 
 V. Spooneb, Robert E. Pab- 
 Dow and John C. Eued in 
 presence of: 
 
 (Acluiowledginents to be added) 
 
 I (>54 1 
 
\^ M 
 
 
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