^«{; 1« ">V ^^ Sirf^^- 'k. A-i' ^tfiv %. .fe ^V:-; ,»■ ^'^.S Its" •■ '■ *;• ■« ■§ f . # Sf: -:*j *■ te & ■&■ If $• li ;i. I : a; v- |j a 5^, ».Mm. I* M,.^; fe ii« un ^.^ Missouri, Kansas & Texas Railway System. CONTRACTS. DE!C^3ivlay. One thousand eight Imndred andscventy- tliree, by and between the BOONVILLE RAILROAD BRIDGK COMPANY, a corporation duly created and organized under and by virtue of the laws of the State of Missouri, with certain rights, ])Ow^ersand franchises, conferred by an Act of Congress, approved May 11, 1872, entitled "An Act to authorize the construction of a biidge across the Missouri River at Boonville. Missouri," party of the^ first part, and the MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, a corporation duly created and organ- ized under and by virtue of the laws of the State of Kansas, party of the second part. WITNESSETH : First: — That the said party of the first part, for and in con- sideration of the rents, covenants and agreements hereinafter men- tioned and contained, and by the party of the second part to be fully paid, kept and performed, doth hereby demise, rent and lease unto the said party of the second part, its successors and assigns, ALL AND SINGULAR, the Bridge of the said party of the first part, over the Missouri River, from a point in or near the City of Boonville, in the County of Cooper, in the State of Missouri, to a point in or near the town of Franklin, in the County of Howard, in said State, which the said party of the first part is authorized to construct and maintain, under and by virtue of the laws of Missouri and the Act of Congress aforesaid, together with the approaches thereto on either side, and the appurtenances thereto belonging, including all parts and portions of the said bridge now constructed, or hereafter to be constructed, and the lines and tracks required to })erfect the said bridge, its approaches and appurtenances, witli all the foundations, masonry, abutments, piers, draws, engines, embankments, materials, structures, lands, rights of way and property of every kind whatsoever, whether real or personal, belonging to the said party of the first part. And also all incomes, tolls and rents to be had, levied and derived from the said described and demised premises, and the using thereof; and all the rights, powers, privileges and franchises of the said party of tlje first part therein or thereunto belonging. TO HA VE AND TO HOLD the said described and de- mised premises, with all tlie privileges and appurtenances thereto belonging unto the said part}^ of the second part, its successors or assigns, for and during the whole time, term and period of the corporate existence of the said party of the first part, at and for the annual rent of Seventy tliousand dollars, in gold coin of the United States, such sums to be paid by the party hereto of the sec- ond part, in the manner hei-eainfter provided. Second: — And the said party of the first part hereby cove- nants and agrees to and with the said i)arty of the second part that during all the period for which said paity of tlie first part is by law created a corporation, it will, from time to time, continue to elect the proper officers, and to do and perform whatever may be necessary or proper to be done and performed by law to keep its corporate existence and organization complete and perfect, and to preserve, protect and defend its corporate powei-s, immunities, rights and franchises. Third: — And whereas the said party of the first part has issued its bonds, bearing even date herewith, for the sum of One thousand dollars each, payable in gold coin of the United States, on the first day of May, One thousand nine hundred and six, amounting to the aggregate principal sum of one million dollars, numbered consecutively from 1 to 1,000, both inclusive, with in- terest thereon at the rate of seven per cent. ])er annum, payable in like gold coin at the office or agency of the said party of the first part, in the City of New York, on the first days of May and November in each year, upon the presentation and surrender of the coupons attached to said bonds as they severally become due. And whereas, tlie payment of the principal and interest of said bonds is secured by a trust deed or mortgage bearing even date herewith, executed and delivered by the party of the first part to the Union Trust Company of New York, conveying the above de- scribed and demised property and premises, in and by which said trust deed or mortgage it is agreed that for the purpose of pro- viding a sinking fund for the redemption of the bonds secured thereby, the party of tlie hrst part shall pay or cause to be paid to the said Union Trust Company of New 'York, its successor or successors in the trust, on the first day of May, One thousand eight hundred and seventy-six, a sum ecpial to one percent, in gold coin, of the aggregate principal of the bonds aforesaid, and shall also pay in gold coin, in addition thereto, to said Trust Com- pany, its successor or successors, on or before the first day of May / in every year tliereafter, a like sum of one per cent., and also in- terest at the rate of seven per cent, per annum, upon all payments theretofore made into said sinking fund. And whereas, tlie party of the second part has by its certain agreement indorsed upon said bonds, guaranteed the payment of the principal thereof, and the several interest coupons thereto attached, and of the annual payments into said sinking fund, and h;is agreed to pay the said several sums at maturity : yOW, THEREFORE, the said pai-ties of the first and second parts hereto, do hereby mutually agree, that all payments made by said party of the second part, pursuant to its guaranty aforesaid, for interest upon the bonds aforesaid, shall be taken and deemed to be payments in lieu and in full of the rent herein reserved, and shall be so accepted in full discharge thereof. And that in default of the payment of the said interest cou- pons by the said party of the second part, as they severally be- come due, the said party of the second part shall pay to the said party of the first part, the annual rent hereby reserved, as follows, to wit : the said sum of seventy thousand dollars in gold coin aforesaid, in equal semi-annual payments of thirty-five thousand dollars each, at the office of the treasurer of the party of the first part, in the City and State of New York, on the first days of No- vember and May in each and every year from and after the date of these presents. And it is understood and agreed by and between the parties hereto, that for all payments into said sinking fund, or of the prin- cipal of said bonds made by the party of the second part, pursu- ant to its agreement and guaranty aforesaid, the said party of the second part shall have a lien upon the said bridge and property herein described and hei-eby demised, to the extent of such pay- ments and the interest thereon, and shall be reimbursed for such payments and interest out of the use, rents, tolls, income and emoluments of said bridge, and after the payment and discharge of said bonds in full, and of the amount of said lien of the said party of the second part, the said party of the second part shall pay to the said party of the first part, for the remainder of said term such an annual rent as shall thereupon be agreed upon. Fourth: — The said party of the second part shall also pay unto the said party of the first part, all the necessary and proper costs and expenses for keeping and maintaining the corporate organization of the said party of the first part, and of having and retaining the officers and employees required to do and perform the things required to be done to maintain such organization, and to defend, preserve and maintain the corporate rights and inter ests of the said party of the first port, as well as the proper costs and expenses of maintaining and transacting the business of said party of the first part with its shareholders, and with the party of the second part, and all other needful business of the said party of the first part. FiftJi: — And the said party of the second part doth further covenant and agree to and with the said party of the first part, that the said party of the second part will, during the continuance of this lease, use and operate the said bridge and the said demised premises and appurtenances for the business and purposes for which the same are constructed, and in such sufficient manner as to satisfy the lawful and reasonable demands of the public, and will also fulfill and perform all the requirements which now are, or which hereafter may be imposed upon the said party of the first part, in respect to the said demised premises by the laws of the IJnited States, and especially of the Act of Congress aforesaid, or of the State of Missouri, now existing, or which may hereafter be enacted; and will pay all the costs and expenses of superin- tendence of said demised premises and of the business thereof, and will also pay all taxes and assessments of every kind which may be lawfully levied, imposed, or assessed upon the said party of the first part, or its shareholders, on account of said demised premises, or upon the business or earnings thereof, or otherwise, howsoever, under or by virtue of any law of the State of Missouri, or of the United States. SixtJi : — The said party of the second part liereby fui-ther covenants and agrees to and with the said party of the first part, that it will, at its own proper cost and charges, make all addition to and change in the said bridge, premises and appurtenances hereby demised, as may be necessary and proper to strengthen, fortify and maintain the same, or any part or parcel thereof, and to fulfill all legal requirements, which may now exist, or be here- after adopted, touching or affecting the said demised premises, or the ushig thereof, and that the said party of the second part shall and will, from time to time, and at all times hereafter, during the term hereby ci-eated, at its own proper cost and charge, fullv repair, support, maintain, replace and renew the said bridge and premises hereby demised, and keep the same in complete and perfect order. y Seventh: — It is understood by and between the parties bereto tbat this lease is made subject to the terms, conditions and pro- visions contained in the trust deed or mortgage, bearing even date herewitli, hereinbefore meutione(b and that the estate and i-ights of the part}' of the second part in tJic premises are deter- minate and (h?]>endent upon the ex[)rcss (•on(btion that the said party of the second part shall assume, and does hereby assume and ccn'enant to fuKill and ol)sci've all the duties, covenants and obli- gations of the party of the first part, in or under the said trust deed or mortgage, and that if the said party of the second part sliall neglect to observe and perform any or eitlicr of the cove- nants and obligations contained in the said trust d(^ed or mort- gage, or in this Indenture of Lease, then, and in every such case, these presents and the estate and right of the pai'ty of the second part shall, at the option of the party of the first part, or of the trustee in said deed of trust oi- mortgage, be absojutely void and determined, and the said }>a-rty of the first part, or said trustee, may at any time thereafter, and while such neglect or default continues, without notice or demand, enter into oi- upon said [U'emises, and recover, possess or repossess the same. Ei;//ifJi : —It is furthtsr coycMianted and agreed hy and between the parties hereto, that for the further security of the payment of the rent herein reserved, and of the other sums which the said party of the second {)art has undertaken to pay as aforesaid, the said party of the second part shall keep a special account of all tolls, receipts, income or other emoluinents derived froni the transportation of passengers and freight oyer said bridge, or the use thereof for passengers or traffic, and shall render monthly accounts thereof to the party of the first part, showing the amount of such tolls, receipts, or income, and also the amount expended in the repair, maintenance and operation of said bridge, its structures and appurtenances, and all the said tolls, receipts or income not so expended shall be held as a trust fund for the pay- ment of any and all sums which the said party of the second part has covenanted and agreed to pay, as aforesaid, and shall, upon demand, be paid over to the Union Trust Company of New York, as Trustee, to be applied in payment of such sums. IN WITNESS WHEREOF, the said party of the first part has caused its corpoi'ate seal to be hereto affixed, and the same to be attested by the signatures of its President and Secretary, and the said party of the second part has also caused its corporate seal to be affixed hereto, and the same to be attested by the signatures of its Vice-President and Secretary, pro tern, the day and year first above written. BOONVILLE RAILROAD BRIDGE COMPANY. [SEAL.] By FRANCIS SKIDDY, Attest: President. J. H. FAIRBANKS, Secretary. MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, [-seal] By GEORGE DENISON, Attest : Vice-President. W. B. HENSON, Secretary, pro tem. State of New York, ) ^^ City and County of New York, j Be it remembered, that on this 14th day of May, A. D. Ib73, before me, Charles Nettleton, a Commissioner of the StaLe of Missouri, in and for the State of New York, residing in said City of New York, personally appeared Francis Skiddy the President of the Boonville Railroad Bridge Company, and J. H. Fairbanks, the Secretary of the same Company, to me respectively personally known to be such, who, being by me severally duly sworn, did depose and say: That he, said Francis Skiddy, resided in said City of New York: that he, said J. H. Fairbanks, resided in said City of New York : that he, said Francis Skiddy, was the President, and he, said J. H. Fairbanks, was the Secretary of the said Company: that they know the corporate seal of said Company: that the seal affixed to the foregoing instrument is such corporate seal ; that it svas so affixed thereto by order of the Board of Directors of said Company, and that they, the said Francis Skiddy and J. H. Fairbanks, signed their names thereto by like order as President and Secretary of saiil Company, respectively. And the said Francis Skiddj and J. H. B\airbanks also severally acknowledged to me that they had executed the fore- going instrument for the uses and purposes therein mentioned, and that the same was their own act and deed, and the act and deed of said Company. m WITNESS WHEREOF, I have hereunto set my hand and and fixed my official seal this fourteenth dav of May, A. D. 1878. CHARLES NETTLETON, [seal.] Commissioner for Missouri in New York. 117 Broadway, N. Y. City. ss. State of New York, City and County of New York. Be it remembered, that on this 14th day of May, A. D. 1873, before me Charles Nettleton, a Commiysioner of the State of Missouri, in and for the State of New York, residing in said City of New York, personally appeared George Denison, the Vice- President of the Missouri, Kansas and Texas Hallway Company, and W. B. Henson pro teni Secretary of the same Company, to me respectively personally known to be snch, who, being by me severally duly sworn did depose and say : That he, said George Denison, resided in said City of New York: that he said W. B. Henson, resided in the City of Brooklyn, in the State of New York: that he, said George Denison, was the Vice-President, and he said W. B. Henson, was the pro tern Secretary of the said Company : that they know the corporate seal of said Company: that the seal affixed Lo the foregoing instrument is such corporate seal ; that it was so affixed thereto by order of the Board of Directors of said Com- pany, and that they, the said George Denison and W. B. Henson, signed their names thereto by the like order as Vice-President and Secretary pro tern, of said Company, respectively. And the said George Denison and W. B. Henson also severally acknow- ledged to me that they had executed the foregoing instrument for the uses and purposes therein mentioned, and that the same was their own act and deed, and the act and deed of said Company. m WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this fourteenth day of May, A. D. 1878. CHARLES NETTLETON, Commissioner for Missouri in New York. 117 Broadway, N. Y. City. Jhiji ;l|UCUutlUC made ;ui' agreement and guaranty aforesaid, the said party of tlie second '•part shall have a lien iipon the saiany. party of the second {)art, has agreed to the aforesaid amendment and modifica- tion of the existing lease as set forth in this Indenture. NOW THEREFORE, This Indevhirc ivi/nessr/h, That the parties hereto hereby agree that the |)rovision in said amended or supplemental Indenture of December Sth, bS73, increasing the annual rental of said bridge, is cancelled and annulled to take efl"eet from the first day of January, 1882, and the parties hereto agree that the annual rental thereof shall be and is hereby fixed, from a,n(l after the said first day of January, 1882, a,ta sum equal to the net earnings of said bridge, to be ascertained and paid over to the party of tiie first part by the party of the second part senu- 15 ammally on the first days of May and November in each year, provided, liowever, that in case the net or surplus earnings of said bridge in any one year shall not be sufficient to pay the interest and sinking fund of the bonds of said first party, the party of the second part agrees to advance and pay the amount of such deficiency, which advance shall be reimbursed to the party of the second part out of subsequent earnings. It is understood that the term "net earnings" covers and eml)races all surplus income or revenue derived from the operation of the bridge after payment of expenses of operating and maintaining the said bridge, including repairs and renewals, taxes and insurance, and the cost of maintaining the corporate organization of the party of the first part. IN WITNESS WHEREOF, the said party of the first part has caused these presents to be signed by its President, and its corporate seal to be hereunto affixed, and the said party of the second part has caused these presents to be signed by its and its corporate seal to be hereunto affixed the day and. year first above written. 16 ly Texas and Pacific Joint Track Agreement -OF- ^pril 1st, 1881, BETWEEN Texas & Pacific Railway Company, Missouri, Kansas & Texas Railway Company, 20 Zl SYNOPSIS OF AGREEMENT BETWBEN Texas & Pacific Railway Company, AND Missouri, Kansas & Texas Railway Company, Covering Joint use of Track between Whitesboro and Fort Worth, 71 miles. DATE: April 1st, 1881. PERIOD: 99 Years. EXPIRES: April 1st, 1980. TERMS: $600. per mile per annum, and one-half cost of maintenance, including taxes and assessments. Monthly settlements. 22 L6 ^^Xtt'^tWXy made tlie first day of April, A. D., 1881, by md between the TEXAS & PACIFIC RAILWAY COMPANY, )rganiz6d under an act of Congress of the United States, ])arty of he first part, and the MISSOURI, KANSAS & TEXAS ?iAlLWAY COMPANY, organized under the laws of Kansas, vith a right of extension under United States laws through the ndian Territory to and into Texas, and further right of extension hrough the State of Texas to the Rio Grande under Texas laws, )arty of the second part. WHEREAS^ the party of the first part, among other prop- !rty, is the owner of a line of railroad constructed or under con- traction, extending from Whitesboro, in Grayson County, via Denton, to Ft. Worth, in '^rarrant County, a distance of 71 miles, ind : WHEREAS^ tlie party of the second part, an owner of certain ailroad properties in Kansas, Missouri and Indian Territory and I'exas, is authorized to construct, own and operate an extension )f its road from Denison in Grayson County, Texas, via Whites- )oro. Ft. Worth, Austin and San Antonio, to the Rio Grande md : WHEREAS, the interests of both companies will l)c i)ro- noted by the joint use and occupancy of that piece of road ilready constructed or under construction by the Texas & Pacific Mlway Company between Whitesboro and Ft. Worth ; wliich ection of road covers a part of the charter line of the party of the econd part ; NOW, THEREFORE, this agreement: WITNESSETH: FIRST. That the said party of the first part doth hereby lease and ^rant to the party of the second part a joint use and occupancy of ts said road between Whitesboro and Ft. Worth, with the privi- ege of running its trains in either direction over said road, and of collecting the tolls and reveiuies from freight and passengers transported between Whitesboro and Ft. Worth, and points beyond on its lines in either direction, the said second party to pay as rental for such joint use and occupancy six hundred ($600) dollars per mile per annum, and, in addition thereto, pay one half of the cost of maintenance, including taxes and assessments. SECOND. It is understood and agreed between the parties that the said railroad between Whitesboro and Ft. Worth shall be completed by the party of the first part and put in good running order with- in 90 days from this date, and that it shall be placed in charge of a Superintendent to be agreed upon and appointed by the parties to this agreement, whose duty it shall be to attend to the mainten- ance of such road, and to establish such police regulations as will be necessary and proper in the handling of trains over said line ; and it will be the duty of such Superintendent to examine and certify as to the accuracy of all bills for maintenance and other expenditures for joint account, and all such accounts shall be audited monthly and statements in detail forwarded to each party on or before the twentieth of each month, covering all expendi- tures and liabilities for joint account up to and including the last day of the preceding month, and all such accounts shall be adjusted and all audited bills paid wntliin ten days after such monthly statement of account shall have been furnished. THIRD. It is further agreed to he the true intent and meaning of this agreement that each party shall be placed on an equality in the joint use and occupancy of the road between Whitesboro and Ft. Worth ; and that the trains of each party shall be run over the same between said places without interruption. FOURTH. It is further agreed that the joint use and occupancv of said hue between Whitesboro and Ft. Worth shall commence within ninety (90) days from the date of this agreement, or as soon as said line shall be completed through, in accordance with section two (2) of this agreement, and shall continue for and during the period of nmety-nnie (99) years thereafter, and that the rentals specified 25 ill Section First of this agreement shall be paid ((uarterly by the second party to the party of the first part on the first days of January, April, July and October in each year. FIFTH. It is further agreed that in case any dispute shall arise as to the construction of this agreement, the question shall be submitted to arbitrators, one to be named by the President of each party, and if tliey cannot agree they shall call in a third whose decisicui shall be final in the matter. sixra. It is understood that the lessor Company shall not be liable for any of the contracts, defaults or negligence of the party of the second part; and if so held liable shall be entitled to reimburse- ment, to be paid at the same time and in the same manner as I'ental, and as a pai"t of the rental. SEVENTH. It is further expressly agreed that if the aforesaid rental shall at any time be and remain in default for a period of six months, the lessor company shall be entitled to treat such a default as a breach of condition and to re-possess itself of the property. 26 I ZY Traffic Agreement (AND JOINT TRACK CONTRACT) OF SEPTEMBER 1st, 1886, BETWEEN Missouri Pacific Railway Company, AND ReceiYcrs, Texas & Pacific Railway. !8 SYNOPSIS OF AGREEMENT BETWEEN Missouri Pacific Railway Company, AND Receivers, Texas & Pacific Railway. Covering interchange of traffic and joint use of track between Whiteshoro and Fort Worth, 71 Miles. DATE: August 7th, 1886. PERIOD: From September Ist, 1886 until terminated by fifteen days' notice, by either party. PERMS: See Contract. M\\X$ ^^KtiUUWt^ made and entered into this llie 7tli day of August, 1886, by and between the MISSOURI PACIFIC RAILWAY COMPANY, leased and opej-ated lines, party of the first part, and the Receivers of the TEXAS & PACIFIC^RAIL- WAY, party of the second part, made for the purpose of mutual benefit, and to establish such working arrangements as are required by the business interchanged between the parties hereto, and for such other purposes and for such considerations as are hereinafter enumerated : WITNESSETH: ARTICLE I. Division of Rates. Section 1. — The transfer charge for crossino; all freight over the Mississippi River at St. Louis, Carondelet, and Baton Rouge, and the cost of drayage at New Orleans on export cotton covered by through bills of lading originating at Missouri Pacific stations, to be first deducted as an arbitrary before dividing the through rates. Section 2. — The rates between Mississippi and Missouri points, Little Rock, Hoxie, Galveston, Houston and places taking those rates on the one hand, and Texarkana, Jefferson, Longview, Mineola. Terrell, Dallas, Slierman, Cisco, Bells, Shreveport, Alexandria, Cheneyville, Baton Rouge, West Baton Rouge, New Orleans, El Paso to Sierra Blanca inclusive, and joint track stations Ft. Worth to Whitesboro inclusive, on the other hand, to be prorated on actual mileage, except that neither line will accept less than fifty miles as a prorating distance, Section 3. — The rates between St Louis, Carondelet, Cairo, Columbus, Ky., and other points on the St. L. I. M & S. Ry., taking St. Louis rates and the points hereinafter named in this section, whether shipments are routed via Texarkana or via Denison, will be divided on the following percentages: Local stations on the Trans-Continental Division, Missouri Pacific Rail- way Company 70 per cent., Texas k Pacific Railway Comj)any 30 per cent. Local stations on Eastern Division of Texas and Pacific Railway, Missouri Pacific Railway Company 70 per cent; Texas & Pacific Railway 30 per cent. Stations on the New' Orleans Division, between Marshall and Cheneyville, Shreve- port and Alexandria excepted, Missouri Pacific Railway Company 70 per cent, and Texas & Pacific Railway 30 per cent. Stations on the New Orleans Division south of Cheneyville to Baton Rouge Junction inclusive, Missouri Pacific Company 58 per cent, Texas and Pacific Railway 42 per cent. Local stations on New Orleans Division south of Baton Rouge Junction, actual mileage prorate. Local stations on Rio Grande Division, present percentages from St. Louis, Carondelet, Cairo, Columbus and other points on the St, Louis Iron Mountain & Southern Railway, taking St. Louis rates and routed via Texarkana : When routed via Denison and Ft. Worth, the Texas & Pacific Railway to accept 4/5 of their percentage, via Texarkana. Section 4. — The present percentages to be used in dividing- rates between Kansas City and all local stations on the Texas & Pacific Railway, and such percentages will also apply to all points on the Missouri Pacific and Missouri, Kansas k Texas lines, west and south of St. Louis, north to Hannibal inclusive, south to Vinita and points on other divisions of the Missouri Pacific and Missouri, Kansas & Texas Lines, to and from which Kansas City- Texas tarifl: rates are applied, and also points north of Kansas City to Omaha inclusive. The Kansas City percentages will also apply to the proportion accruing south of Atchison on all through rates between points on the Texas & Pacific Railway and points of the Central Branch, Union Pacific Railway. Section 5. — The present percentages will be used in dividing rates between Little Rock or Hoxie, and all Texas & Pacific local stations with a minimum of 35 percent, for the Texas & Pacific Railway. Section 6. — The present percentages will be used in dividing rates between Galveston or Houston and all Texas &Pacific local stations with a minimum of 30 per cent, for the Texas & Pacific Railway. Section 7. — The present percentages will be used in dividing rates between New Orleans and the Missouri Pacific local stations with a minimum of 30 per cent, for the Missouri Pacific Company, except rates between New Orleans and stations on the Central Branch, Union Pacific Road, where the percentages named in this clause will apply to the proportion accrning south of Atchison. 4 6'6 Section 8. — The mtes between New Orleans, Clieiieyville and Alexandria, on the one hand, and liearne, Milano, Jackson- ville, Tyler, Alvarado, Waco, Temple, Belton, Austin, San Antonio, Laredo, Denison and McKinney, on the other hand, to be prorated on actual mileage, with a minimum ])roi'aling distance for each company of fifty miles. Section 9. — The present percentages to be used in dividing the rates between Alexandria and Cheneyville and Missouri Pacific local stations with a minimum of 85 per cent, for the Missouri Pacific Company, except rates between Alexandi-ia or Clieneyville, and stations on the Central Branch of the l.aiion Pacific Poad, Avhere the pei-centages named in this chiuse 'will apply to the proportion accruing south of Atchison. Section 10. — The rates chara^ed bv the Texas & Pacific Pail- way between Texarkana and Jefferson, on business intei'changed between the Iron Mountain and East Line Roads, between Texar- kana and Longview Junction on business interchanged between Iron j\[ountain and International & Great Northern roads, and between Longview Junction and Jefferson, on business inter- changed between the International & Great Northern road and East Line road, shall be five cents per hundred pounds, regardless of class. Section 11. — The rates between Shrevepoit and stations on the Missouri Pacific lines, not provided for above, to be divided on the present percentages, with a minimum of fifty miles as pro- rating distance to either line, except that the minimum of the Missoui'i Pacific Company, for its local stations will be 35 yier cent, and further excepting that these percentages apply only to the proportion accruing south of Atchison on through rates to or from points on the Central Branch of the Union Pacific. It is under- stood that this section only applies to the division of tariffs and agreed rates to and from Shreveport proper, and does not apply to any rates to or from points be3^ond Shreveport to be deferred until divisions east and west of the Mississippi River, via the Shreveport route, are fixed by tlie Texas Pacific Association. Section 12. — The rates between local stations on the lines of the parties to this agreement, not otherwise provided herein, to be divided on actual mileage, with a minimum of fifty miles for each company. Section 13. — The division of rates between any points not covered by this agreement to be subject to agreement hereafter, 5 Section 14.— It is uudcr.stood and agreed tliut where, in this contract, the distance of Hfty miles is stated as being the rninimuna prorating distance to be used in behalf of any company, such minimum distance sliall apply to each particular company form- ing the Missouri Pacific Kailway System over which the freight is hauled. Section 15.— The division of rates on northbound business originating with lines in the territory not reached by the Texas & Paciiic Railway, but connecting with the Missouri Pacific Rail- way are to be the subject of agreement, from time to time, as it may be necessary, and are excluded from the terms of this agree- ment. Section 16.— The supplies and material of either company party to this agreement, hauled by the other, to be exempted from rates named in this contract; it is understood that special rates apply on such shipments. ARTICLE II. Division of Traffic and Earnings. Section 1. — The shipments of cotton originating at Bells, Whitesboro, Jefferson, Longview, Mineola, Ft. Worth, Dallas and Hodge, and sliipments of cotton from the Ft. Worth & Denver City road, via Ft. Worth or Hodge, to be physically divided between the parties to this agreement, fifty per cent, to each company. Section 2. — The revenue from shipments of cotton originat- ing at joint track stations between Hodge and Whitesboro, not including those points, shall be divided equally between the companies after deduction of 30 per cent, for operating expenses, the revenue to be reported by each company per bale, to be the Galveston tariff rate. Section 3. — In consideration of the above divisions, and the further agreement mutually made between the respective com- panies to work as heretofore, in so far as they legally can, to the end of sending all the ti'aflfic they control over the lines of the system of the other, to or from points reached by the respective systems, in preference to the roads of other companies not parties to this agreement, and a further agreement on the part of each that will not give other connecting lines equal rates and facilities as herein contained for each, without such connecting lines shall pay an equal consideration thereof, and a further agreement 55 tUat the business between local stutions on the lines of the parties iiereto, shall be routed in tlie same general manner as prior to the Receivership of the 'I'exas & Pacilic Railwa}^, except as may be hereafter changed by mutual agreement or by the construction or control by either party hereto, of new roads forming shorter routes, the parties hereto agree to divide as hereinafter provided in this section, the revenue arising from the freight traffic (except cotton) originating at, or destined to the following points: Ft. Worth, Dallas, Sherman, Mineola, Bells, Whitesboro, Tlotlge, joint track stations between Whitesboro and Ft. Worth, including business interchanged with the Ft. Worth and Denver City road, via Hodge or Ft. Worth and moved to, from or through St. Louis, Carondelet. Hannibal, Higl)ee, Moberly, Columbus, Ky., Cairo, Little Rock and Hoxie. The earnings of the parties hereto on freight business above described moved between the points herein enumerated, together with the earnings of the Texas & Pacific road, from freight business above described to and from points in Texas named above, received from or delivered to the Vicksburg, Shreveport & Pacific Railway, or other connections at Shreveport, the St. Louis, Arkansas & Texas Railway at Texarkana, and that received from or delivered to its connecting lines at New Orleans, except that freight business having origin or destination at points south of the line of the Memphis & Charleston Ry , between Memphis and Chattanooga, and south of the line from Chattanooga following the south boundary line of the State of North Carolina to the Atlantic Seaboard, that to or from points west or northwest of the line of the Chicago, Burlington & Quincy R'y between Hannibal and Chicago, other than Milwaukee, and that to and from Atlantic Seaboard points moved by the Gulf route via New Orleans or Galveston, shall be divided, after first deducting 40 per cent, for operating expenses for the lines, party to this agree- ment, carrying the same, to the Missouri Pacific Company, 85 per cent, and to the Texas & Pacific Railway, 15 per cent. Section 4. — The local earnings derived from freight and passenger business having both origin and destination at stations on the joint line, Whitesboro to Ft. Worth, inclusive, shall be divided fifty per cent, to each of ilie parties to this agreement. ARTICLE in. Joint Track Opekatk^n k Expenses. Section 1. — For the purpose of economical administration and to the end of preventing conflict of authority, it is understood that the operation and management of the joint track shall be 7 vested with the .Missouri Puoihc Railway Company, and that sueli nianagemeiit and operation shall be conducted with due regard to the rights of the Texas & Pacitic Railway on such joint track; in so far"as the making of rates is concerned, tliis applies only to the business having origin at joint track stations, except on business originating at Ft Worth or Whitesboro not local to the joint track, Ft. AVortii to Whitesboro inclusive, not already provided lor in (^ther contracts existing between the respective companies, are to be divided as follows: Section 2. — The cost of the passenger train in each direction on which the passenger and baggage equipment of tlie Texas & Pacific Railway is hauled., and with which the Texas k Pacific Railway connect at Whitesboro, to be borne equally. The Texas & Pacific Railway to pay fifty per cent, and the Missouri Pacific Company to pay fifty per cent. It is understood that the passenger equipment and passengers of the Texas & Pacific Rail- way are to be hauled over the jomt track by the Missouri Pacific train, as at present. Sd'-Jion 3. — -The expenses of freight trains over said track to be l)()nie on the basis of the number of cars moved over it for each company. Locomotives to be considered and treated as three freight cars. Section -i. — The salaries of agents and all other expenses of stations on the joint track, except Ft. Worth, to be divided equally, The Texas & Pacific to pay fifty per cent, and the Missouri Pacific to pay fifty ])er cent. Section 5. — The cost for killed and crippled stock, personal injuries, loss or damage by fire, when located as being created by passenger engines, to be divided on the same percentage as the passenger train expenses, as herein provided, and when located as being created by freight engines, to be divided on the same percentage as the freight train expenses, for the month in which the loss occurred. When such losses are unlocated, the cost of the same is to be borne by the respective companies on a percent- age equal to the average of the passenger and freight train expense percentages used during the month in which the loss occurred. It is not intended by the above to provide for division of loss or damage from any to company buildings, bridges or other joint traidc property provided for in the existing contract between the parties hereto for division of maintenance of way expenses on the joint track. Section 6. The respective companies, for whose account any foreign cars are hauled over the joint track, are to pay the mile- age due thereon. Section 7. The salaries of day operators on the line. Fort Worth to and including Whitesboro, to be borne equally, the Texas & Pacific Railway to pay fifty per cent., and the Missouri Pacific Railway to pay fiftj^ per cent. The salaries of night operators to be paid wholly by the Missouri Pacific Company. Section 8. The salaries and expenses of Train Dispatchers, superintendence and other necessary expenses pertaining to the operation of the joint track, not heretofore or herein provided for, to be mutually agreed upon, but it is understood that the Texas & Pacific Railway shall not pay any portion of the salary and expenses of the General Superintendent under whose charge the joint track may be during the continuance of this contract. This agreement shall take effect and be in operation September 1st, 1886, and continue thereafter, subject to 15 days notice, in writing, on the part of either party to the other of its desire to terminate or amend the same. For the MISSOURI PACIFIC RAILWAY COMPANY, For the TEXAS & PACIFIC RAILWAY, 45G?'40 8 39 Joint Yard & Station Agreement March SOtli, 1888, BETWEEN Receiyers Texas & Pacific Railway, Missouri Pacific Raihvay Company. to 41 SYNOPSIS AGREEMENT BETWEEN Receivers, Texas & Pacific Railway, AND Missouri Pacific Railway Company. Covering operation of Joint Yards and Stations at points mentioned. DATE: March 30th 1888. PERIOD: From July 1st, 1887, until ter minated by sixty days notice Dj either party. Texas & Pacific Missouri Pacific TERMS : Texarkana 50 per cent. 50 per cent. Longview J c. 75 25 Dallas 50 50 Fort Worth 50 50 Denton 33i '• 66| " . Whitesboro 50 50 Mineola 33i " 66| " Bells 50 50 Jefferson 70 80 Monthly settlements. t2 45 PemOrandUm of gt^reemcnt made and entered into this 30tli day of March, 1888, for the division of expenses ill operation of Joint Yards and Stations at Texarkana. Longview Junction, Dallas, Fort Worth, Denton, Mineola, Whitesboro, Bells and Jefferson, in Texas, and between the Receivers of the TEXAS & PACIFIC RAILWAY, and the MISSOURI PACIFfC RAILWAY COMPANY. TEXARKANA. At this Station, that portion of the yard tracks in the State of Texas, are to be maintained by the Texas & Pacific Railway, and all the tracks in the State of Arkansas, are to be maintained by the Missouri Pacific Railway. The station and switching expenses at this point are to be paid jointly ; 50 per cent, by the Texas & Pacific Company, and 50 per cent, by the Missouri Pacific Railway Company, as heretofore. LONGVIEW JUNCTION. The Texas & Pacific Railway are to pay 75 per cent., and the Missouri Pacific Railway are to pay 25 per cent, of the total sum required for the maintenance and operation of the joint yard and station. DALLAS AND FORT WORTH. The Texas & Pacific Railway are to pay 50 per cent, and the Missouri Pacific Railway are to pay 50 per cent, of the total sum required for the maintenance and operation of the joint yards and stations at these points. DENTON. This station being on the Joint track, the Texas k Pacific Railway under the Joint track agreement, are to pay one half the station expenses, but as that station is also a junction of the Dallas & Wichita R. R., the proportion of expenses to be charged to the Texas & Pacific Railway, as agreed upon, is 33 J per cent, and the Missouri Pacific Railway is to pay 661 per cent, of the station expenses. WniTESBORO This station being also on the Joint track, the total expenses of running the same shall be paid. 50 per cent, by each company. MINEOLA. At this station, as the yards are not joint yards, the Texas & Pacific Railway shall pay 33^ per cent, and the Missouri Pacific Railway 66| per cent, of the total sum required for the maintenance and operation of the joint station, and each railway shall maintain its own yard tracks. BELLS. At this station the yards are not joint, the Texas & Pacific Railway are to pay 50 per cent, of the total sum rec[uired for the maintenance and operation of the joint station ; eacli company to maintain its own yards, tracks, &c. JEFFERSON'. At this station the yards are not joint, the Texas and Pacific Railway is to pay 70 per cent, and the Missouri Pacific Railway is to pay 30 per cent, of the total sum required for the maintenance and operation of the joint station and each company is to maintain its yard tracks, and pay its own yard men. The Missouri Pacific Railway will have charge of the joint station and its employes at Texarkana, and the expenses of the joint service will be paid as above specified. The Missouri Pacific Railway will also have charge of the joint station at Mineola; the station yards to be run by, and at the expense of the respective companies owning the same. The Missouri Pacific Railway will also have charge of the joint station at Bells. There is no joint yard at this station. The Missouri Pacific Railway will also have charge of the joint station at Denton on the joint track. The Missouri Pacific Railway will also have charge of the joint station at VVhitesboro on the joint track. The Texas & Pacific Railway will have charge of the joint stations at Dallas and Fort Worth. The Texas & Pacific Railway will also have charge of the joint stations at Longview Junction and Jefferson. 4i) The expenses of opei'atiiig the joint stations und yards above specitied, will be assumed and settled for by the company having charge of the same, and monthly accounts will be made and rendered by that company, against the other company for its proportion of the said expenses. All rails, switches or frogs required and used, in the main- tenance of tracks within the limits of the joint yards iierein specified shall be furnished by, orchai-ged to the company owning those ti'acks ; all other material, including ties, labor, &c. shall be charged in joint account, on the percentages above sj)ecilicd. The cost of loading all cotton at Dallas or Fort Worth stations shall be paid for by the company shipping such cotton. All revenue derived from switching service and labor performed for other Railroads than the parties hereto, at any joint station included in this agreement are to be divided between the Receivers of the Texas & Pacific Railway, and the Missouri Pacific Railway on the percentages herein specified, for the several stations. No rentals are to be charged either company by the other for the use of stations, buildings, or tracks, other than the per- centages of maintenance and operation above specified. Switching engines are to he furnished by the parties hereto in the proportion that they are required to pay for maintenance and operation as above spiecifiad, and either Railway furnishing engines in excess of its quota shall receive rental for the use of its engines at the rate of five dollars ($5.00) per day of twelve hours. Bills for such engine service to be rendered monthly. All general repairs and renewals of such switch engines to be assumed and paid for by the party owning the engines. The ordinary running repairs and damages caused to such switch engines by joint employes shall be treated and paid for in the same manner as any other cases of damage in the joint yard and station service. All concealed losses to property, and also all damage to cars, also all personal injuries, occurring under the supervision and handling of joint employes, shall be paid for by the parties hereto on the specified percentages. The employes of either companies will only be considered joint em}jloyes when their work is con- fined within the limits of the joint station and yards. The regular Road Train crews of either party hereto shall not be considered as joint employes within the meaning and intent of this agreement, and all damages and personal injuries caused or done within the limits of the joint yards and stations herein named by the employes of the Texas & Pacific Railway, or by the employes of the Missouri Pacific Eailway, that are not joint employes within the terms of this agreement, shall be paid for by the Railway by which such employes are hired or employed, and such losses shall not be divided or paid for upon the specified station and yard percentages. This agreement shall take effect March 30th, 1888, and shall continue in full force thereafter, subject to sixty days written notice on the part of either party hereto, to the other party, of its desire to abrogate or amend the same. It is finally agreed that this agreement shall be retroactive to the first of July, 1887, so far as it relates to the division of expenses between the two parties hereto, for the several stations herein provided foi\ THE TEXAS & PACIFIC RAILWAY, By JOHN A. GRANT, General Manager. THE MISSOURI PACIFIC RAILWAY, By S. H. H. CLARK, First Vice-President. Kansas City & Pacific OF JVIay ISth, 1890, BETWEEN The Kansas City & Pacific Railroad Company, Missouri, Kansas & Texas Railway Company, Central Trust Company of New York. t8 SYNOPSIS AGREEMENT The Kansas City & Pacific Railroad Company, Missouri, Kansas & Texas Railway Company, AND Central Trust Company of New York. Covering lease of the Kansas City ^ Pacific Railroad, Paola to Stevens, 130 miles. DATE: PERIOD : EXPIRES TERMS: May ISth, 1890. 999 years from August 1st, 1890. August 1st, 2889. $100,000 annual interest guaranteed, payable semi- annually, February 1st, and August 1st. If one- third of gross earnings exceed annual interest and taxes, such excess shall be paid to Kansas City & Pacific Railroad Company. If less, such deficit shall be charged against excess earnings of subse- quent years. Shi^ 3(UtlCUfUrC of contract and Lease made this IStli daj of May, A. D. 1890, by and between The Kansas City and Pacific Eailroad Go^[PANY, a corporation duly created, organ- ized and existing under and bj'- virtue of the Laws of the State of Kansas, and exercising franchises in the Indian Territory, con- ferred by Act of Congress of the United States, hereinafter called the "Pacific Company," party of tlie first part; the Missouri, Kansas and Texas Railway Company, a corporation duly created, organized and existing under and hj virtue of the Laws of the State of Kansas, and exercising franchises, conferred by the States of Missouri and Texas and by Acts of Congress of tlie United States, hereinafter called the "Kansas Company," party of the second part; and the Ckntkal Trust Company of New York, hereinafter called the " Trust Company," part}^ of the third part, WITNESSETH as follows : WHEREAS, the Pacific Company has constructed and now owns a line of railway, beginning at the City of Paola, in the State of Kansas, and extending in a general southwesterly direc- tion to Coffeyville, in the State of Kansas, a distance of about one hundred and twenty five (125) miles, and is about to construct under franchises, conferred by Acts of Congress of the United States passed on the 26th day of May, 1888, and the 28th day of March, 1890, an additional five miles of railway or thereabouts into the Indian Territory ; and WHEREAS, the Pacific Company heretofore and on or about the 21st day of May, 1887, made and executed to The Farmers* Loan and Trust Company, in the City of New York, its certain First Mortg-ao-e or Deed of Trust, bearino- date the said 21st day of May, 1887, to secure an issue of its First Mortgage Coupon Bonds of the denomination of one thousand dollars ($L,000) each, bearing interest at the rate of six (6) per centum per annum payable semi-annually, at the rate of not exceeding seventeen thousand dollars ($17,000) per mile of its railway, con- structed and to be constructed, and WHEREAS, there have heretofore been issued and are now outstanding, under the said mortgage or Deed of Trust, the said First Mortgage Bonds to the amount, at their par value, of two million one hundred and twenty five thousand dollars ($2,125,000) and WHEREAS, under the terms of a certain contract between the Cherokee Construction Company and the International Con- struction Company, parties of the first part, the copartnership of Poor & Greenough, parties of the second part, and the Pacific Company, party of the third part, dated the IStli day of May, 1890, to which reference is hereby made, the Pacific Company has covenanted and agreed to extend its railway a distance of five miles or thereabouts into the Indian Territory, which construction shall be subject to the approval of the engineers of the Kansas Company, and to cancel, or cause to be canceled, the said First Mortgage or Deed of Trust, bearing date the 21st day of May, 1887, and all the bonds with their coupons issued tliereunder, and to execute a First Mortgage or Deed of Trust to the Central Trust Company of New York, party of the third part hereto, of all its railways and property constructed and to be constructed, including the said five miles of railway or thereabouts, to be con- structed into the Indian Territory, as aforesaid, to secure an issue of its E'irst Mortgage Bonds, of the denomination of one tliousand dollars ($1,000) each, to the amount at their par value of two million five hundred thousand (^2,500,000) dollars, bearing interest at the rate of four (4) per centum per annum, payable semi-annually both principal and interest, in gold coin of the United States, of or equal to the present standard of weight and fineness, and has covenanted and agreed to issue the said Four (4) per cent. First Mortgage Bonds in lieu of the saiil outstanding Six (6) per cent. First Mortgage Bonds ; and WHEBEAS the Kansas Company has constructed and now owns a system of railways, beginning at the City of Sedalia, in the State of Missouri, extending thence in a general southwesterly direction through the States of Missouri and Kansas and through the Indian Territory, into and through the State of Texas, to the City of Taylor and other terminal points in the State of Texas; and WHEREAS It is for the interest of the Kansas Company to acquire control of the lines of railway of the Pacific Company for the purpose of obtaining a more direct communication witli Kan- sas City in the State of Missouri, as one of its northern termini ; NOW, THEREFORE; for and in consideration of the sum of one dollar by each of the parties hereto in hand paid to the other, the receipt whereof is hereby acknowledged, and of the mutual covenants hereinafter contained, the parties hereto do hereby covenant and agree, each with the others, as follows, that is to say : i ARTICLE I. The Pucilic Company has granted, demised and leased and by this instrument does grant, demise and lease unto the Kansas Company, its successors and assigns, all and singular its railways, beginning, as aforesaid, in the City of Paola in the State of Kansas and extending thence in a general southwesterly direction adistance of about one hundred and twenty-live (125) miles to its present terminus in Coffeyville, in the State of Kansas, and all other rail- ways and lines of railwa}*, which may hereafter be constructed or acquired by the Pacific Company; and all the lands, tenements, hereditaments, easements and appurtenances belonging, or in any- wise appertaining thereto, and all the ways and rights of way, terminals, station grounds, tracks, bridges, viaducts, culverts, fences and other structures, depots, station houses, engine houses, car houses, freight houses, wood houses, elevators, warehouses, machine and repair shops and their equipment, water tank, turn- tables, superstructures, erections, buildings, fixtures, rails, ties, fastenings, switches, side tracks, machinery, locomotives, cars, rolling stock, equipment, tools and implements, now owned or hei'eaftei" acquired by the Pacific Company, and all corporate rights, privileges, immunities and franchises, now held, owned, possessed or enjoyed or hereafter acquired by the Pacific Com- pany, and all other property, real or personal, and property rights, of whatsoever kind or description, now owned, possessed or enjoyed or which may hereafter be acquired by the Pacific Company, meaning and intending hereb}" not only to grant, demise and lease all the lands, leaseholds, railways, premises and property, real and personal, of whatsoever kind and wheresoever situate, corpo- rate rights, privileges, franchises and immunities, now belonging to the Pacific Company, but also all which may hereafter be in any manner acquired by the Pacific Company, provided, however, that nothing herein contained shall operate to grant, demise or lease, or be construed to include the franchise to be a corporation of the Pacific Company, or the corporators thereof, said franchise to be a corporation being expressly reserved and excepted from this Indentui'e. A schedule showing the existing rolling stock of the Pacific Company included in the foregoing description is hereto annexed and marked Schedule " A," to have AMD to hold the said demised railwaj^s, premises, property, rights, privileges, im- munities and franchises, and all the other property, hereinbefore demised, unto the Kansas Company, its successors and assigns, from the first day of August, A. D., 1890, for and during the term of nine hundred and ninety -nine (999) years, next ensuing and fully to be completed and ended, the Kansas Company, its sue- 5 cessors and assigns, yielding and paying therefor unto the Pacific Company, its successors and assigns, or upon its or their order, in each and every year, during the said term, the rentals hereinafter specified and keeping and performing all and singular the coven- ants and agreements, hereinafter set forth, to be by the Kansas Company kept and ])erformed, subject nevertheless, temporarily, to the lien of the said First Mortgage or Deed of Trust, hereinbefore described, dated the 21st day of May, A. J). 1887, and of the said First Mortgage Six (6) per cent Bonds, issued thereunder, so long as the same shall be a subsisting lien, and, after the cancellation and satisfaction thereof, subject to the said First Mortgage or Deed of Trust, to be made and entered into as aforesaid by the Pacific Company to the Central Trust Company of New York, and of the said Four (4) per cent. Bonds to be issued thereunder for the purpose of retiring the said Six (6) per cent. First Mort- gage Bonds, as hereinafter provided. ARTICLE II. The Kansas Companj^, for itself, its successors and assigns, hereby covenants and agrees that it and they shall and will at its and their own cost, risk and trouble, operate the railways hereby demised during the said term of nine hundred and ninety-nine (999) years, and keep and maintain the said railways, premises and property, and the rolling stock and equipment thereof in good and efficient working order, condition and repair, and furnish such other and additional equipment and facilities, as shall be adequate to the transaction of all business, that may be offered on said railways, and shall and will undertake and perform towards and for the public as a common carrier all the obligations of the Pacific Company under all present and future laws of the United States and of the State of Kansas and of any other State or Territorj^, into which the lines of the Pacific Company may here- after be extended, should they be so extended, and shall and will pay all taxes and other charges upon the railways and property, hereby demised, that may be lawfully assessed or imposed by any State or municipal authority or by the United States. ARTICLE III. The Kansas Company hereby further covenants and agrees to collect all revenues, arising from the use and operation of the said railways, premises and propert}^, hereby demised, and to render accounts thereof to the Pacific Company and to make all reports required by law to be made, and to pay as rental for the said railwaj^s, premises and property, hereby demised, to or for the use of the Pacific Company, in each and every year during the said term of nine hundred and ninety-nine (999) years, the follow- ing amounts at the following times and places, to wit: (a.) All such charges and expenses as are reasonably necessary to the proper maintenance of the corporate organization of the Pacific Company. (/>.) One hundred thousand dollars ($100,000) in semi-annual in- stallments of fifty thousand dollars ($50,000)each, which shall be paid to the Central Trust Company of New York in gold coin of the United States, of or equal to the present standard of weight and fineness, on or before the 1st day of February and August, in each and every year, to be applied by the Trust Company to the payment of the interest upon the said Four (4) per cent. First Mortgage Bonds, to be issued as aforesaid, to the amount at their par value, of two million five hundred thousand dollars ($2,500,000). (c.) In case during the first five years of the term, hereby granted, thirty per centum and thereafter thirty-three per centum of the gross earnings realized by the Kansas Company upon or out of the said railway, premises and property, hereby demised, shall exceed the said sum of one hundred thousand dollars ($100,000) per year, and taxes, and expenses of maintaining the corporate organization, in subdivision (b) provided to be paid, the amount of such excess shall be paid annually to the Pacific Company at its office in the City of Parsons, Kansas. And in case the said thirty or thirty three ]3er centum of gross earnings, as the case ma}' be, shall not equal or exceed the said one hundred thousand dollars ($100,000) and taxes, and expenses of main- taining the corporate organization in subdivision {b) provided to be paid, then and in that event the difference or deficit, as the same shall a])pear in any year, shall be a charge upon the said earnings for the next ensuing year and thereafter until said difi:erence or deficit shall be paid and discharged out of the said earnings in full, and the Pacific Company, shall not be en- titled to the excess in any year until the said difference or deficit in all previous years shall have been reimbursed in full with interest to the Kansas Company, AKTICLE IV. The Kansas Company shall, at all times during the existence of this Indenture, have the exclusive right to use, manage and control the demised premises and property, to regulate and de- termine the rates of fare, tolls, rates and charges for transporta- tions of passengers, goods, merchandise and personal property of any kind whatsoever over the wliole, or any part of the demised railways, and to collect, adjust and appropriate the same in its own name and for its own purposes as may to its officers and ao-ents seem right and proper, subject to the obligations herein- before contained as to the payment of rentals, and the Kansas Company shall be and hereby is invested with all the rights, powers, "authority, privileges and immunities of the Pacific Com- pan}^ in respect to the said demised railways, property and fran- chises in as full and perfect a degree as the Pacific Company has authority to grant the same. ■ AKTICLE V. In consideration of the premises the Kansas Company hei'cby covenants and agrees to endorse and duly execute upon each of the First Mortgage Bonds of the Pacific Company, to be issued and secured by the said First Mortgage or Deed of Trust to the Central Trust Company of New York, which shall be duly and lawfully issued by the Pacific Company, its guaranty for the pay- ment of the semi-annual interest to fall due on said bonds in the form and manner following, to wit : " For value received, the Missouri, Kansas and Texas Rail- " way Compan}^ hereby guarantees the payment by the Kansas " City and Pacific Railroad Cojnpany of all interest on the within " bond, according to the tenor of the coupons annexed hereto, as " they severall}^ become due,andfor that purpose hereby covenants " and agrees with the Kansas City and Pacific Railroad Company " and the holder of this bond and with the Central Trust Company " of New York to pay to the Central Trust Company of New " York, semi annually, on or before the first day of February and " August in each year an amount in cash sufficient to pay the " the interest on all the bonds, issued under the Mortgage or '' Deed of Trust herein refeiTcd to, at any time outstanding. "/AT" WITNESS WHEREOF the said Missouri, Kansas " and Texas Railway Company has caused its corporate name to " be signed hereto by its President or Yice-President, and its cor- " porate seal to be hereunto affixed and attested by its Sectetary " this first day of August, A. D. 1890. MISSOUET, KANSAS & TEXAS EAILWAY COMPANY [corporate sealJ By II. K. ENOS, Attest: President. II. B. HENSON, Secretaiy. ARTICLE VI. The Kansas Coiupany sliall defend all actions and proceed- ings of every kind that may be brought against the Pacific Com- pany, after this Indenture of Contract and Lease shall have taken effect, so long as it shall continue in existence, for all causes of action which may arise after the Kansas Company takes posses- sion of the property of the Pacific Company under this Indenture, and shall pay all amounts that may be adjudged or recovered against the Pacific Company and indemnify and save harmless the Pacific Company of and from all claims, demands and causes of ac- tion, legal or equitable, that may arise against the Pacific Company b}^ reason of the negligence, default or wrongdoing of the Kansas Company as lessee or against the Kansas Company itself in the exercise of its duties and powers under this Indenture, and dur- ing the continuance thereof. But it is understood and agreed that all such charges and expenditures of the Kansas Compan}^ shall be charged in the accounts between lessor and lessee as oper- ating expenses, and shall in no event be otherwise charged or accounted for as between lessor and lessee. ARTICLE YIl. In case the Kansas Company shall at an}' time during the term of this Indenture fail, refuse or omit to pay the rentals, hereinbefore provided to be paid by it, as and in the manner here- inbefore provided, or sliall fail, refuse or omit to keep and perform any of the covenants or agreements on its behalf, hereinbefore provided to be kept and performed, and shall continue in default in the premises for a period of six months, it shall be lawful for the Pacific Company, its successors and assigns, to enter in and upon the railways, premises and property hereby demised, or such as may then be subsisting in their place and stead and be subject to this Indenture, and remove all persons therefrom, and from thenceforth to hold, possess and enjoy the smie as of its first and 9 former estate therein, provided however, that the right of re-entry, in this article dechired, shall not in any way affect, predjudice or impair any rights or cause of action for specific performance of this Indenture, or for damages for the breach of any covenants herein contained, which might otherwise exist in favor of the Pacific Compau}-, its successors or assigns, and provided, further, that at any time within ten years from the exercise of any such right of entry by the Pacific (>jmpany, the Kansas Company may reinstate itself in full possession of the said property hereby let and demised and in all respects re-establish its, the Kansas Com- pan3''s, right of property therein and all the provisions of this lease, on the payment or discharge, by it, the Kansas Company, of all its obligations under this lease in respect to which it shall be in default or incurred by it from and after the period of its de- fault until the time when it sees fit to exercise its right to repossess itself of said property within the said period of ten years. ARTICLE VIII. It is here!)}' mutually covenanted and agreed by and between the Kansas Company and the Pacific Company that, if at any time after this Indenture shall become operative and the Kansas Company shall be in possession of the property of the Pacifiic Company thereunder any difference shall arise between the two companies as to the manner in which the accounts are kept, with a view of determining whether there be any, and if so what, earn- ings of the Pacific Company, such difference shall be left to the arbitration of three persons, expert railway officials, one to be an- [)ointed by the Kansas Compan}^ and one by the Pacific Company and, in the event of their differing, the said two arbitrators shall choose a third, and their decision or the decision of a majority of them shall be conclusive as to past earnings, and shall settle, for the period of six years thereafter, • the method of keeping the hooks as between the two companies. ARTICLE IX. At the end of said term, or at the sooner termination of this Indenture, the Kansas Company, its successors and assigns, shall redeliver and surrender up to the Pacific Company, its successors and assigns, the said railways, premises and property, hereby de- mised, or such as shall then be subsisting in their place, in good order and condition and with such additions and alterations as shall have been made thereto. 10 AKTICLE X. The Pacific Companj' shall ami will, from tiiin; to time, and at all times hereafter, at the request and cost of the Kansas Com- pany, make, execute and. deliver all such other and further in- struments and assurances in the law for the further, better and more perfectly insuring the premises, hereb}^ demised, to the use and in the manner aforesaid, according to the true intent and meaning of this Indenture, as by the Kansas Company, or its counsel learned in the law, shall be reasonably devised, advised or required. ARTICLE XL Each and all of the proceding covenants, agreements ami stipulations shall mutually bind and inure to the benefit of the Pacific ComjDany and the Kansas Company and their and each of their successors and assigns, but for the further assurance of the Kansas Company the Pacific Company agrees that this Indenture of Contract and Lease shall be duly ratified b}^ a vote of its stock- holders representing not less then twenty thousand (20,000) shares of its capital stock, and the Kansas Company agrees that the same shall, upon its part, be duly ratified at its next ensuing annual meeting. ARTICLE XIL This agreement and each and every part thereof shall be construed together with, and be deemed part of the said above mentioned agreement of even date herewith, made and executed by and between the Kansas Company, the Pacific Company and the co})artnership of Poor & Grrcenough, and all the provisions of the said last mentioned agreement, or of any contracts or agree- ments referred to or incorporated therein, so far as the same or any of them, are or may be protective of the interest of the Kan- sas Company, shall be held and deemed to be a part of this agreement. ARTICLE XIIL The Pacific Company hereby covenants and agrees, at the request of the Kansas Company, to extend and build its lines into and through the Indian Territory, conformably with the powers and franchises conferred upon it by the Acts of Congress herein- before enumerated, or which may hereafter be conferred upon it by 11 any Act of Congress or of the Legislature of an}^ State or Terri- tory, at tlie cost" and charge, however, of the Kansas Company, such construction to be in all respects subject to the direction and conti-ol of the Kansas Company, provided the same shall be un- dertaken during the continuance of this Indenture of Contract and Lease. ARTICLE XIV. The Trust Company hereby covenants and agrees to accept and receive the said several sums, hereinbefore covenanted to be })aid to it by the Kansas Company, to provide for the payment of the interest upon the said Four (4) per cent. First Moi-tgage Bonds of the Pacific Company, to be issued as aforesaid, and to apply the said sums so received by it to the payment of the inter- est upon the said bonds, when and as the same shall fall due, according to tenor of the coupons or interest warrants belonging thereto. IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be signed by their respective Presidents or Vice- Presidents, and their respective corporate seals to be hereunto attached and attested by their respective Secretaries or Assistant Secretaries, each and all thereunto duly authorized, the day and year first above written. Signed, sealed and delivered ) in the presence of \ THE MISSOURF, KANSAS k TEXAS RAILWAY COMPANY [SEAL] By H. K. ENOS, President. Attest : H. B. IIENSON, Secretary. THE KANSAS CITY k PACIFIC RAILROAD COMPANY, [SEAL] By R. S. STEVENS, President. Attest : LEE CLARK, Secretary. 12 CENTRAL TRUST COMPANY OF NEW YORK, [seal] By E. FRANCIS HYDE, Second Vice-President. Attest : C. H. P. BABCOCK, Secretary. State of New York, ) County of Wyoming f Be it remembered, that on the 1-itli day of May, A. D. 1890, before me, John V. Barross, a Notary Public in and for the County of Wyoming and State of New York, came R. S. Stevens, President of The Kansas City and Pacific Raih-oad Company, to me personally known as the President of said Railroad Company, who executed the foregoing instrument, and duly acknowledged the execution of the same as said President for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year last above written. My commission expires March 30, 1892. JOHN V. BARROSS, [seal] Notary Public. State of New York, ) City and County of New York, | " " Be it remembered, that on this 15th day of May, A. D. 1890. before me, George W. Weiffenbach, a Notary Public in and for the County of New York and State of New York, personally came H. K. Enos, the President, and H. B. Henson, the Secretary of the Missouri, Kansas and Texas Railway Co., to me personally known as the President and Secretary of the said Railway Com- pany, who executed the foregoing instrument and duly acknow- ledged the execution of the same as President and Secretary for the purposes therein stated. 13 IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year last above written. My commission expires March 30, 1892. GEO. W. WEIFFENBACH, [seal] Notary Public (No. 141), New York County. State of New Yoek, / . City and County of New York, j Be it remembered, that on this 15th day of May, A. D. 1890. before me, Greorge W. Weiffenbach, a Notary Public in and for ihe County of New York and State of New York, personally came E. Frances Hyde, the Second Vice-President, and C. H. P. Babcock, the Secretary of the Central Trust Company of New York, to me personally known as the Second Vice-President and Secretary of the said Central Trust Company of New York, who executed the foregoing instrument and duly acknowledged the execution of tlie same as Second Vice-President and Secretary for the purposes therein mentioned. IN TESTIMONY WHEREOF, I have hereunto subscribed m^y name and affixed my official seal the day and year last above written. My commission expires March 30, 1892. GEO. W. WEIFFENBACH, [.seal] Notary Public (No. 141), New York County. State of New York [ City and County of New York, \ ^^• Be it remembered, that on this first day of August, A. D. 1890, before me, Thomas B. Clifford, a Commissioner of the State of Kansas in and for the State of New York, residing in the City of New York came R. S. Stevens, President, and Lee Clark, Secretary, of The Kansas City and Pacific Railroad Company, who are personally known to me to be such President and Secretary, 14 and to be tlie same persons, who executed tlie foregoing instru- ment in writing as and for The Kansas City and Pacific Ilaih-oad Company, one of the parties to said instrument; and tliey duly severally acknowledged the execution of the same as and foi- the said The Kansas City and Pacific Railroad Company for the purposes therein expressed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, tlie first day of August, A. D. 1890. THOS. B. CLIFFORD, [seal] Commissioner of Kansas for New York. State of ISTew York City and County of New York Be it remembered, that on this first day of August, A. D, 1890, before me, Thomas B. Clifford a commissioner for the State of Kansas in and for the State of New York, residing in the City of New York, came H. K. Euos Pi-esident, and H. B. Henson, Secretary, of the Missouri, Kansas and Texas Railway Company, who are personally known to me to be such President and Secretary, and to be the same persons, who executed the foregoing instrument in writing as and for the Missouri, Kansas and Texas Railway Company one of the parties to said instrument; and they duly severally acknowledged the execution of the same as and for the said Missouri, Kansas and Texas Railway Compan}^ for the purposes therein expressed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, this first day of August, A. D. 1890. THOS. B. CLIFFORD, [seal] Commissioner of Kansas for New York. 15 )4 State of Kansas) '. County of Labette j Be it remembered that on the 2-ith day of May A. D. 1890. before ine, Ida M. Kavr, a JSTotary Public in and for the County of Labette and State of Kansas, came Lee Clark Secretary of The Kansas City and Pacific Eailroad Company, to me personally known as the Secretary of said Eailroad Co., who executed the foregoing instrument and duly acknowledged the execution of the same as said Secretary for the purposes therein stated. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and afhxed my official seal the day and year last above written. My commission expires March 13, 1892. IDA M. KAER, [SEA1-] Notary Public. 16 DO Teight Car Agreement -OB-- 3^o-\rem."ber, 13QO, BETWEEN CHARLES S. MILLARD, Receivers, Missouri, Kansas & Texas Railway SYNOPSIS AGREEMENT CHARLES S. MILLARD, AND Successor, Missouri Car & Foundry Company, AND Missouri, Kansas & Texas Railway Company, Covering the purchase of 500 Coal Cars, 500 Box Cars and 100 Furniture Ca,rs. DATE: November, 1890. EXPIRES : February Ist, 1898. TERMS : Delivery of cars to begin thirty days from date of contract, at rate of twenty cars per day until all have been delivered. Casli payments ; $52. per car on each lot of fifty coal cars; $60.90 per car on each lot of fifty box cars ; $65.50 per car on each lot of fifty furniture cars. Balance of purchase money, $590,575. to be paid in fourteen equal semi-annual installments of $42,183.93 each, commencing August 1st, 1891 ,each installment to draw interest at rate of 6^ per annum from February 1st, 1891. Cars to be insured for a reasonable amount for the benefit of Charles S. Millard, or successor. Cars to be kept in good order and repair, and all cars destroyed to be replaced. 8 ©life §lf]trJCmeUt, Made and entered into this . day of November, 1890, by and between Charles S. Millard, of the City of Indianapolis, State of Indiana, party of the first part, and Geo. A. Eddy nnd IL C. Cross, Receivers of the MISSOUEI, KANSAS & TEXAS RAILWAY, duly appointed and acting as such under certain orders of the Circuit Court of the United States for the District of Kansas, in a certain equitable cause therein pending, wherein the Mei'cantile Trust Company is com- plainant and the Missouri, Kansas and Texas Railway Company and others are defendants, parties of the second part. WITNESSETH: FIRST. The party of the first part, in consideration of the covenants and agreements of the parties of the second part, hereinafter contained, agrees to build for the parties of the second part live hundred (500) coal cars, five hundred (500) box cars and one hundred (100) furniture cars, in accordance with plans, specifica- tions and drawings furnished by the parties of the second part, with modifications agreed upon and accepted by both parties hereto, and wliich are to be hereto attached and made part hereof. The delivery of said cars is to be made at Chicago, Illinois, St. Louis, j\Iissouri, or Hannibal, Missouri, at the option of the parties of the second part. The said fii'st party is to have the privilege of load- ing said cars when en route to the point of delivery. The delivery of said cars shall be commenced within thirty days from the taking effect of this contract, and shall be delivered at the rate of twenty (20) cars for each and every week day, excepting legal holidays, thereafter, until deliveiy of all the cars shall have been made. The parties of the second pait may require the party of the first part to deliver first the five hundred coal cars. Such delivery, however, is subject to delays caused by strikes, fires, or other contingencies beyond the control of the party of the first part. SECOND. It is understood and agreed by and between the parties hereto that the said cars are to remain the property of the said party of the first part until the parties of the second part shall have fully complied with their agreements hereinafter contained, and the said cars shall have been paid for in full by the parties of the second part. THIED. The parties of the second part agree on the delivery of each lot of fifty (50) coal cars, as hereinbefore mentioned, to pay in cash to the said party of the first part, the sum of fifty-two dollai's ($52.00) per car, and on the delivery of each lot of fifty (50) box cars, as hereinbefore mentioned, to pay in cash to the said party of the first part the sum of sixty dollars and ninety cents ($60.9u) per car, and on the delivery of each lot of fifty furniture cars, as hereinbefore mentioned, to pay in cash, to the said party of the first part, the sum of sixty-five dollars and fifty cents ($65.50) per car. It is further understood and agreed by and between the parlies hereto, that when all the coal cars, box cars and furniture cars shall be delivered as hei-ein provided for, there will be due to the party of the first part, from the parties of the second part, as the balance of the pui'chase price of said cars, the sum of five hundred and ninety thousand five hundred and seventj'-five dollars ($590,575.00), which is to be paid in fourteen (14) equal semi-annual installments, of forty-two thousand one hundred and eighty-three 93-100 dollai's ($42,183.93) each, and each insiallment is to di-aw interest at the rate of six per cent per annum from the first day of February, 1891, payable semi-annually, and the first installment is to be payable August 1st, 1891, and the other installments are to be paid every six months successively thereafter. It is further understood and agreed, l)y and between the parties hereto, that the parties of the second part, or their suc- cessors or assigns, shall have the right at any time to pay any or all of the unpaid installments of the purchase money, with accrued interest thereon. FOURTH. It is further understood and agreed, that the aforementioned cars are to be marked and numbered as per specifications to be attached hereto and made a part of this contract. FIFTH. It is understood and agreed that each and everj^ of said cars, so to be furnished as aforesaid, shall have placed on each side thereof an iron plate, said plate to be marked as desired by the party of the first part, in order that the ownership may be publicly known ; and the parties of the second part further agree that the said ownership plates shall be kept in such position until the terms of this agreement shall have been fully complied with. SIXTH. The parties of the second part hei'cby ageee to keep the said cars insured for a reasonable and usual amount, for the benefit of and free of expense to the paity of the first part, until the con- ditions of this contract are complied with. SEVENTH. The parties of the second part also agree to keep said cars in good order and complete repair, subject to the inspection and approval of the said party of the first part, and to pay all taxes thereon, and in the event of any of said cars being destroyed the parties of the second part hereby agree to replace the same without expense to the party of the first part. EIGHTH. It is expressly understood by and between the parties hereto, that the said cars and each and all of them, are and shall remain the personal property of the said party of the fii-st part, until the cash payments and the semi-annual installments, with interest thereon, hereinbefore provided for, shall have been fully paid, and that if default be made by the parties of the second part in the payment of any or either of the cash payments or semi- annual installments hereinbefore provided for, or in the performance of any of their agreements hereinbefoi'e provided, said party of the first part may, whenever any of said cash payments or semi- annual installments, with interest, shall remain overdue and unpaid for thirty days, resume possession of so many of such cars as such party of the first part may deem necessary, and shall thereafter sell the same at public or private sale, after thirty days' written notice to said second parties of the time and place of said sale, and apply the proceeds upon the unpaid cash payments or un})aid semi-annual installments, with interest nearest due. Any sum remaining from the proceeds of such sale, after such overdue cash payment or semi-annual installment shall have been fully paid, as herein provided, shall be credited upon the cash payment or semi-annual installment nearest due. And the said parties of the second part, in the event of default as herein specified, agree to deliver to any point on their line of railroad, as may be designated by said party of the part, such cars as the party of the first part may be entitled to reclaim and take possession of under the terms of this agreement. NINTH. When all the payments required by this agreement shall have been fully made by the parties of the second part, their successors or assigns, the said cars shall become the property of the said parties of the second part, or their successors or assigns, without further transfer or conveyance. TENTH. This agreement shall not become eflfective until authorized and approved by a proper order of the Circuit Court of the United States in the above-named cause, wlierein the parties of the second part were appointed Eeceivers. ly WITNESS WHEREOF, the parties hereto have caused this agreement to be executed under their hands, the day and year first above written. This instrument is executed in triplicate. CHAS. S. MILLARD. GEO. A. EDDY, ) Receivers, U. C. CROSS, f M. K. & T. Kj. id Telegraph Contracts OF- January 4=th.^ 1893, AND Mai-ch 3d, 1893, BETWEEN Western Union Telegraph Company, Missouri, Kansas & Texas Railway Company, SNYOPSIS OF AGREEMENT BETWEEN The Western Union Telegraph Company, AND Missouri, Kansas & Texas Railway Company, Covering Telegraph Service between Kansas City and Paolo. DATE : January 4tli, 1892. PERIOD : 5 years from December 10th, 1891, and thereafter until terminated by six months' notice by either party. TERMS : Rental, $344. per annum, payable in equal quarterly installments March LOth, June 10th, September 10th, and December 10th, Railway Company to operate the wire at its own expense. SYNOPSIS OF AGREEMENT BETWEKN The Western Union Telegraph Company, AND Missouri, Kansas & Texas Railway Company, Covering Telegraph Service. DATE: March 3rd, 1893. PERIOD: From March 1st, 1893, until October 1st, 1907 and thereafter until terminated hj twelve months' notice by either party. TERMS: Railway Company shall have the exclusive use of not more than three wires. In the construction of new lines and for repairs and reconstruction, the Telegraph Company shall furnish the material, and the Railway Company the labor, except foreman. Railway Company shall be allowed Ten dollars per annum for each of the first two thousand miles, and Six dollars per annum for each additional mile, in the transmission of irs messages oflf the line of rail- road. Railway Company shall furnish office room, &c., at all stations, the Telegraph Company to furnish the necessary instruments and batteries. Railway Company shall transport free employes of the Telegraph Company and all material and supplies required for construction and maintenance. Yearly settlements. ®hl^ ^UrCl^mfnt, ma-lc ana entered into this 4th da}^ of January 1892. by and l)ctween the WESTERN UNION TKLEGRAPH COMPANY, party of the first part, hereinafter called ^'The Telegrai)h Coni])anv,'" and the MISSOURI, KAN- SAS & TEXAS RAILWAY COMPANY, party of tlie second part, hereinafter caded "Tlu; Railway Conipanv.'' WITNESSETH: That the Telegrapli Company agrees to furnish and maintain in good working order, unavoichible interruptions exce})ted, which will be removed as speedily as jiossible, for the exchisive use of the Railway Company, a telegra}ih wire connecting its office in Kansas Oit}-, JMo., with its ollic'c in Paola, Kan., and the Tele- graph Company also agrees to fnrnish instruments and local batteries for said offices, and the use of its main batteries in its Kansas City office for the operation of said wire. Said wire shall be connected with the Telegrapli Company's offices in said ])laces and may be connected and operated in connection with a wire now used for the Railway Company's railroad business along the Railway Company's railroad from Paola south. The ^relegraph Company reserves the riglit to use said wire bo'tween Kansas City and Paola when not in use by the Railway Company. IN CONSIDERATION WHEREOF, the Railway Company agrees to ^''^J f<^ the Telegraph (Jompany the sum of Three hundred and forty four dollars ($344.00) per annum in equal (piarterly installments of eighty six dollars ($86.00) at the close of each quarter during the continuance of this agreement. The Railway Comj[)any shall operate said wire at its own t'xpense and shall use the same for the transmission of its own business only, and the Railway (^)m])any shall not use the same for the transmission of messages in competition with the '^Felegraph Company. Said wire shall not be coimected or operated with any other wire or wires exce])ting said wire south from Paola, without the consent of the Telegraph Company, and said wire between Kansas City and Paola, the said instruments and batteries shall be surrendered to the Telegraph Company at the termina- tion of this agreement, which shall take effect Decend:)er 10th, 1891, and shall remain in force for five years, I ^0 PROVIDED, HOWEVER, tlmt after July 1st, 1892, it may be terminated by either party giving to the other six months notice in writing of its desire to do so. WITNESS, our hands and seals the day and year first above written. THE WESTERN UNION TELEGRAPH COMPANY. By J NO. VAN HORNE, [seal] Vice-President. A. R BREWER, Secretary. MISSOURI, KANSAS & TEXAS RAILWAY CO. By H. 0. CROSS, [seal] President C. G. HEDGE, Secretary. ®hfe ^J(^^^^^^^^? "^^^^^® ^'^^^ entered into this third day of March 1893* bv and between the WESTERN UNION TELE- GRAPH COMPANY of the first part, and the MISSOURI, KANSAS & TEXAS RAILWAY COMPANY of the second part, hereinafter respectively designated for convenience as the Telegraph Company and tlio Railway Company; WITNESSETH : THAT WHEREAS \\\G Telegraph Company owns telegraph poles and wires along the Railway Company's various railroads and branches, which poles and wires are now operated under the provisions of an agreement dated the sixteenth (16th) day of Septeml)er, 1882, made between the Telegraph Company and the Missouri Pacific Railway Company acting for itself and others and for the Railway Company party hereto; and the Railway Company owns wires on the Telegraph Company's poles along certain of said railroads as follows :- From Sedalia, Missouri to Denison, Texas One wire From Whitesboro via Denison to MineoUx One wire From Atoka to Lehigh, I. ^V One wire and ; WHEREAS t\\e Railway Company has resumed the opera- tion of its railroads, and it is proposed that a new agreement be entered into between the parties hereto, covering all railroads now or hereafter owned, leased or controlled by the Railway Company as part of its Railway system, and superseding all previous agree- ments between the parties hereto or their predecessors respectively. NOW, THEREFORE, for and in consideration of the cov- enants and agreements herein contained the parties hereto have mutually agreed as follows : FIRST. The Telegraph Company agrees to furnish at some station on the line of the Railroads covered by this agreement, all poles, wire, insulators and other necessary material ; and the Railway Compaii}^ agrees to furnish all the labor except a foreman for the construction of a telegraph line of one or more wires along any extensions or branches of the Railway Company's railroads and along any railroads hereafter owned, leased or controlled and operated by the Railway Company, as part of the Railwa}^ System, where there may be no line of telegraph ; and also for the construction from time to time of such additional wires as may be required for the business of either party hereto, along all or any of the Railway Company's railroads and bi-anches and exten- sions; provided however, that the Railway Company shall not be required to furnish labor for constructing additional wires for commercial use, excepting as hereinafter provided. The Telegraph Company further agi-ees to furnish, as and when necessary, all poles,wire, insulators and other necessary material for the maintenance, repair and reconstruction or renewal of all the lines of poles and wires covered by this agreement, along all of the Railway Company's railroads and branches and exten- sions, and leased or conti'olled roads. The Telegraph Company will also furnish the use of its main batteries for the operation of the wires herein provided for. The work of construction and reconstruction or renewals herein provided for, shall be done under the direction of a fore- man to be furnished by the Telegraph Comjiany, at its expense. SECOND. The Railwa}^ Company agrees to furnish at its own expense all the labor for the maintenance, repair and recon- struction of the Telegraph Company's poles and wires along all of the Railway Company's railroads and extensions and branches thereof, now or hereafter covered by this agreement, and of such additional wires as the Telegraph Company may, from time to time, put up for its own business, and as hereinafter provided, for the business of the Railway Company. Provided, however, that the Railway Company shall not be required to furnish labor for the maintenance, repair and reconstruction of more than twice as many wires for the Telegraph Company's exclusive use, as the Railway Company is entitled to have set apart or put up for its exclusive use, under the j^rovisions of this agreement; provided, however, that this clause shall not be construed as requiring the Railway Company to furnish labor to maintain at any time more tlian six (6) wires for the exclusive use of the Telegraph Company. In all cases of breaks, interruptions or other mishaps, the Railway Company agrees to repair the lines as promptly as cir- cumstances will permit, and without unnecessar}'- or unreasonable 6 delay, and the Railway Company shall exercise the same care and diligence in the maintenance, repair and reconstruction of said number of wires used exclusively by the Telegraph Company, as the Railway Company does in the maintenance, repair and recon- struction of the wires which may be set apart or put up for its exclusive use. The work of reconstruction herein ])rovided foi', shall, be done under the direction of a foreman to be furnished and paid by the Telegraph (Jompany. THIRD. The Telegraph Company agrees to set aj)art for the exclusive use of the Railway Company in the transmission of messages on its railroad business, and without charge to it, as and when the same may be necessar}^, not exceeding three (3) wires along the Railway Company's main truidc railroads, and three (8) wires along its other railroads, and branches or extensions thereof, it being understood that the wires now used by the Railway Com- pany shall be included in the number of wires so to be set apart by the Telegra})ii Company as herein provided, whether such wires l)elong to tlieTelegrajih Company or to the Railway Compan}-. On portions of the Railway Company's railroads, branches and extensions where there is now but one wire, and on future branches or extensions where a telegraph line may be erected under the provisions of this agreement, the Telegraph Company agrees to set apart the first wire for the joint use of the parties hereto, in the transmission of railroad and commercial telegraph business, it being agreed tliat the Railway Company's messages of an important character, directing the movements of trains, shall have precedence over said joint wire. Whenever the railroad business of the Railway Company shall require the exclusive use of said joint wire, the Telegraph Company on receiving sixty (60) days written notice, agrees to furnish the material for a wire for commerical business, the Rail- way Company agreeing to furnish the labor and pay the expenses of erecting the same, under the direction of a foreman to be fur- nished by the Telegraph Company as hereinbefore provided. Upon completion of said second wire, the first wire shall be set apart for the Railways Company's railroad business exclus- ively ; and on the main trunk or branch or other railroads where the Railway Compan}^ may be entitled to the exclusive use of three (3) wires, the second and third wires, respectively, for such use, shall be furnished in the same manner as hereinbefore pro- vided for furnishing the first exclusive wire. In case of the interruption of either wire, where there are but two wires, and each party has the exclusive use of one, the busi- ness of both parties hereto shall as far as practicable, be done over the working wire, important railroad messages directing the movement of trains having precedence. It is understood and agreed that the operations and connec- tions of wires put up exclusively forcommei-cial business, shall be under the sole control of the Telegraph Company, and that such commercial or public business may be done on exclusively rail- road wires as can be done thereon witliout interference with railroad business. FOURTH. If the Kailway Company shall at any time require the exclusive use of more than three (3) wires along its main trunk railroads, or more than tliree (3) wires along its other railroads and branches or extensions thereof, for the transmission of messages on its railroad business, the Telegraph Company shall within sixty (60) days after receipt by it of written notice so to do, either set apart or furnish material for an additional wire for the Railwa}^ Company' exclusive use as aforesaid, the Railway Company agreeing to pay to the Telegraph Company the cost to it of such additional wire, including the insulators thereunto belonging, on the poles, or the cost of material for the construc- tion of said additional wire, delivered at some point on the line of the Railway Company's railroad, and in the latter case, the Railway Company shall furnish the labor to erect the same on the poles. Along the joint track between Whitesboro and Ft. Worth, Texas, the Telegraph Company sliall furnish the Railway Company one half of the wire facilities that the Telegraph Company herein agrees to furnish the Railway Companj' on its otlier roads; that is to say the exclusive use of one wire and the joint use of a second wire, during the continuance of the joint track arrange- ments between the Texas & Pacific Railway Company, and the ]\[issouri, Kansas & Texas Railway Company. FIFTH. Until the Railway Company shall complete its railroad between Franklin and St. Louis, and a line shall have been com- pleted on said railroad between said points, and a wire set apart thereon for railroad business,under the provisions of this agreement, the Telegraph Company ngrees to give the Railway Company the 8 joint use of a wire connecting its office in Sedalia with its office in St. Louis, for tlie transmission by the Railway Company's own operators, of messages on its I'aih'oad business between Sedalia and St. Louis,it being miderstood that the Railway Company shall handle all its messages between said points on said wire, the service rendered by this wire to be considered as "D. H. local" to the Railway Company, and that the Telegraph Company may use said wire for its own business when not in use by the Railway Company for its l)nsiness. SIXTH. Tlie Railway Company shall have the right to the free use of any telegraphic patent rights or new discoveries or in- ventions that the Telegraph Company now owns and uses in its general telegraph business, or which it ma}^ hereafter own and use as aforesaid, so far as the same may be necessaiy to properly carry on the business of railroad telegraphing on the line of said railroads as provided for herein. SEVENTH. All messages of the officers and agents of the Rail- way Company, pertaining to its railroad business, shall be trans- mitted by railroad operators on the wires set apart for said business between all the Railway Company's telegraph stations on the line of the Railroads covered by this agreement, but at places where the Telegraph Company has uptown offices the Railway Company's officers and agents may file their messages on the Railway Company's business at such uptown offices of the Tele- graph Company, and the Telegraph Compau}^ sliall transmit such messages over railroad wires connected with said uptown offices between points on the railroads covered by this agreement and deliver such messages at destination without charging the same to the allowance hereinafter provided for. The Telegraph Company agrees to issue to such officers of the Railway Company as may be designated by the Chairman of the Board, the President or Vice-President thereof, annual franks authorizing the free transmission of messages relating strictly to the railroad business of the Railway Company's railroads covered by this agreement, originating at or destined to points on the Telegraph Company's lines, beyond or off the line of said railroads, to an amount not exceeding ten dollars ($10.00) per annum for each of the first two thousand (2000) miles of railroad owned, leased or controlled and operated by the Railway Company from 9 tlie time tlie same shall be occupied by a telegraph line maintain- ed and operated thereon under the provision of this agreement, and six dollars($6.00)per annum additional for each additional mile of railroad constructed, owned, leased or controlled and operated by the Railway Company and occupied as aforesaid. The tolls on all of such messages to and from points beyond or off the hne of said railroads shall be calculated at the regular commercial day rates of the Telegraph Coni})any betw^een the points at which such messages originate and the points to which they may be destined. And the Kailway Company agrees to pay to the Telegraph Company one half of its aforesaid rates on all such messages in excess of said amount. Settlements to be made yearly. It is understood and agreed that the free telegraphic ser- vice herein provided for applies only to the transmission of messages concerning tlic operation and l)usiness of the Railway Company's railroads covered by this agrcpinent, and shall not be extended to any messages for transmission by cable, noi- to mess- ages ordering sleei)ing car, parlor car or ste;inier berths, merchan- dise or accomodations for customers of the Railway Company, the tolls on which messages shall b<» [)ai(l by such customers. EIGHTH. Either party to tliis agreement may establish and main- tain telegraph siations at such points on said railroads as it may deem necessary, and at all such stations as the Railway Com- pany may establish, the Telegraph (Company agrees to supply Morse instruments and local batteries for railroad and commercial business, and blank forms and stationery foi' commercial business. At all telegraph stations of the Railway Company, its em- ployes, acting as agents of the Telegraph Company shall receive, transmit and deliver such commercial or public messages as may be offered at the tariff" rates of the Telegra])li Company, and shall render to the Telegraph Company monthly statements of such business and full accounts of all receipts therefrom, and theRailvvaj^ Company shall pay all of such receipts to the Telegraph Company in such mannei- and at such times as it may direct. And said employes shall not without the consent of the Telegraph Company, transmit over said telegraph lines any free messages except those herein provided for, and coneernir)g all telegraph business, whether paid or free, shall conform to all rules, regula- tions and orders of the Telegraph Company applicable thereto. Provided, however, that the Railway Company's employes shall not be required to deliver commercial or public messages when such delivery shall interfere with their railroad duties ; but all 10 reasonable attention sliall be given bj said employes to the prompt delivery of such messages. It is understood and agreed that whenever the commercial or public telegraph business at any office maintained and operated by the Eaihvay Company shall ex- ceed three thousand (3000) paid and collect messages sent from said office in any one yeai-, then the Telegraph Company shall furnish an operator for such office, and said operator shall' there- after attend to the railroad telegraph business of the Railway Company as hereinafter provided. NINTH. If the Telegraph Company elects to establish an office at a station of the Railway Company, the Railway Company shall furnish office room, light and heat free of charge in such station, and if at such station one person can attend to the telegraph business of both companies, the agent of the Telegraph Companv, acting for and as the agent of the Railway Company in the premises, shall do such business of the Railway Companj^ without charge. Whenever the telegraph business of both companies at any office where the l^elegraph Company furnishes the operator, becomes so large that more than one operator is needed to attend to it, then the Railway Company shall employ and pay its own operator. TENTH. The Railway Companj;' so far as it legally may, hereby grants and agrees to assure to the Telegraph Company, the ex- clusive right of way on and along the line, lands and bridges of the Railway Company and on any extensions and branches there- of, for the construction, maintenance, operation and use of lines of poles and wires or undergiound or other lines for commercial or public uses or business, with the right to put up or cause to be put up under the provisions of this agreement, fi'om time to time, sucli additional wires on existing poles or such additional lines of poles and wii'es or lo construct such underground lines as the Telegraph Company may deem expedient and the Railway Company agrees to clear and keep clear said right of way of all trees, undergrowth and other obstructions to the construction and maintenance of the lines and wires provided for herein, and the Railwa}" Company will not transport men or material for the con- struction or operation of a line of poles and wire or wires or underground or other lines in competition with the lines of the Telegraph Company party hereto, except at and for the Railway 11 Company's regular rates, nor will it furnish for any competing line any facilities or assistance that it may lawfully withold, nor stop its trains, nor distribute material therefor at other than regular stations. Provided always,that in protecting and defend ing the exclusive grants convej^ed by this contract, the Telegraph Company mav use and jjroceed in the name of the Railway Com- pany, or of any Company owned, leased, or controlled by it, but shall indemnify and save harmless the Railway Company, or such owned, leased or controlled Company, from any and all damages, costs, charges and legal expenses incurred therein or therebv. ELEVENTH. The Railwa}^ Company agrees to transport free of charge over the railroads covered b}^ this agi'eement, upon applica- tion of the Superintendent or other officer of the Telegraph Com- pany, all persons in the employ of the Telegraph Company when traveling on its business, and also to transport and distrilmte free of chai'ge along the line of said railroads, all poles and other material for the construction, maintenance, operation, repair and reconstruction of the lines and wires covered by this agreement, and of such additional wires and lines of poles and wires as may be erected under the provisions of this agreement,and also all material and supplies for the establishment, maintenance and operation of the offices of each party hereto at places along or adjacent to or at the termini of said railroads, it being understood that no charge shall be made for the transportation of poles and other materials and supplies over any of the railroads covered by this agreement for use on any otlier of said i"ail roads. The Railway Company further agrees to ti'ansport without charge the poles and other material and supplies of the Telegra])h Company to be used on its lines be^'ond or off the line of the Rail- roads covered by this agreement, to an amount computed at the regular current transportation rates of said Railway (-ompany, not exceeding one twelfth (1/12) of the amount of free telegraphic service which the Telegraph Companv herein agrees to perform for the Railvyay Company beyond the line of said railroads, and the Telegraph Comixany agrees to pay to the Railway Company one-half of its aforesaid rates on all such transportation of materials in excess of said amount. Settlements to be made yearly. TWELFTH. It is mutual]}- understood and agreed that the telegraph lines and wires covered by this contract shall form a part 12 of the general system of the Telegraph Company, and as such, in the department of commercial or public telegraph business, shall be controlled and regulated by it, the Telegraph C-'ompau}' lixing and determining all tariM's for the ti-ansmissioii of messages and all connections with other lines. The Railway Company further agrees that its employes shall transmit over the lines covered by this agreement, all commercial telegraph business offered at the Railway Companj^'s offices, and shall account to the Telegraph Company exclusively for all of such business and the receijjts thereon, as ])rovided herein. No employe of the Railway Company shall, while in its service, be emploj'ed in the transaction of commercial or public telegraph or telephone business by any other party than the Tele- graph Company party hereto, and the Telegraph Company shall have the exclusive right to the occupancy of the Railway Coni- ])any's de])ots or station houses for commercial or public telegraph or telephone purposes as against any other party. THIRTEBN^rH. It is a condition of this contract that the Railway Company is not to be responsible for, and the Telegraph Company hereby covenants and agrees to save the Railway Company harmless and indemnify it against any loss or damages of any kind arising from any injury to persons in the employ of or property belonging to the Telegraph Company, while being carried free over said roads under this agreement, or for any neglect or failure in the transmission or delivery of messages for any person doing business with the Telegraph Company, or on account of any other })ublic telegraph business ; and the Telegraph Company shall not be responsible for, and the Railway Company agrees to indemnify and save harmless the Telegraph Company against any loss or damages of any kind arising from or on account of any error, failure, delay or default in the transmission or delivery of mess- ages sent by or for the Railway Company under this agreement. FOURTEENTH. It is further agreed that the management of railroad wires, the repair of all the lines along the Railway Com- pany's railroads, and the distribution of material, shall be under the supervision and control of a competent Superintendent who shall be appointed and paid jointly by the parties to this contract, and whose salary shall be fixed by mutual consent, the Telegraph 1 o Company paying one half and the Railway Company one half. Said Superintendent shall be equally the servant of each party hereto, but shall be subordinate to and under the control of the Telegraph Company, so far as necessaiy to enforce said com- pany's rules and regulations and its orders in regard to the opera- tion, arrangement and management of its wires and the transaction of commercial business, and shall assist said Company in such matters so far as his duties to the Railway Company will permit ; it being \inderstood and agreed that he shall co-operate with both parties hereto in giving the utmost efficiency to the working of the lines upon said railroads, and the transaction of the railroad and commercial telegraph business thereon. A suitable office and supply room for said Superintendent shall be provided by the Railway Company. The Telegra[)h Company shall supply and pay the expense of such clerical labor as it may deem necessary to furnish for said joint Superintendent in the transaction of its commercial or public telegraph business. Said Superintendent may be removed by either party hereto for (?ause, bnt his successor shall not be appointed without the written eonsent of both ]\arties hereto. FIFTEENTH. The provisions of this agreement shall supersede said agreement dated the Sixteenth (16th) day of Se})tember, 1882, hereinbefore mentioned, so far as it aj^plies to any I'ailroad or railroads owned, leased or controlled by the R:>ilway Com})any party hereto, and all other agreements or arrangements between the parties hereto, or their predecessors, I'cspectively, in the owner- ship or control of their respective properties, excepting an agree- ment between the parties hereto, dated the fourth day of January, 1892, for the use of a telegraph wire between Kansas City and Paola, Kansas. SIXTEENTH. The Telegraph CtJinpany hereby releases anv^ By H. C. ROUSE, President. [seal] C. a HEDGE, Secretary Rlgrht of V^ay LEASE. (HANNIBAL, MO.) ^pril 1st, 1893, ^ BETWEEN Missouri, Kansas & Texas Railway Company, St. Louis, Hannibal & Kansas City Railway Company, St. Louis & Hannibal Railway Company. SYNOPSIS OF AGREEMENT BKl WEEN Missouri, Kansas & Texas Railway Company, St. Louis, Hannibal & Kansas City Railway Company, AND St. Louis & Hannibal Railway Company. Covering Lease of Right-of- Way in Hannibal, Mo. DATE: April 1st, 1892. PERIOD: 99 Years. EXPIRES: April 1st, 1991. TERMS: All railroad crossings over Missouri, Kansas and Texas Railway tracks to be abolished, and the other parties to construct and maintain all necessary con- necting or transfer tracks. 6 ®hij3l SjndCntUtC, made this first day of April, 1892, by •and betweeT^ the MISSOURI, KANSAS & TEXAS RAIL- WAY COMPANY, party oftlie first part, and the ST. LOUIS, HANNIBAL & KANSAS CITY RAILWAY COMPANY, :and the ST. LOUIS & HANNIBAL RAILWAY COMPANY, parties of the second part : WITNESSETH: That the said party of the first part, for iind in consideration of the covenants and agreements hereinafter mentioned to be kept and performed by the said parties of the second part, and in addi- tion thereto the sum of Five Hundred Dollars in cash, the receipt of which said sum is hereby acknowledged, has demised and leased to the said St. Louis. Hannibal cV Kansas City Railway Company, its successors and assigns, a right of way for the con- struction, operation and use of the St. Louis, Hannibal & Kansas 'City Railroad, over the following described land owned by said first party, in the County of Marion, in the State of Missouri, the same being situate as follows : A strip of land thirty (30) feet wide through the following lots in Hannibal, Missouri ; Lots 5, 6, 12 and 18. Bowling subdivision of out-lot 36. Lindell's addition to the City of Hannibal, and. Lots 28, 29 and 30, Graham's subdivision of Lot 61, Lindell's addition to the City of Hannibal. Also a strip of land thirty (30) feet wide by twelve hundred and ten feet (1210) more or less in length, situate in the outer yards of Missouri, Kansas & Texas Railway Company, lying north of and parallel with north line of Pacific Avenue, reference is here made to the blue print hereto attached, which is made a part hereof and marked ''A"' for reference. To have and to hold the above described right of way as long as the same shall be required and used for the purposes of a railroad and no longer, in no event to exceed the term of ninety-nine years. And the said parties of the second part, in consideration of the leasing of said right of way, as aforesaid, does covenant and agree with the said first party to remove and forever discontinue the use and maintenance witliin eight months from the first dav of January, 1892. any and all railroad crossings which the said St. Louis & Hannibal Railway Company now have over and across any of the tracks of the said first party, and particularly what is known as the St. Louis and Hannibal, and Hannibal and St. Joseph crossing at Oakwood Junction. The second part also agrees with the first said party that wherever and whenever any connecting or transfer tracks are required by law or otherwise to be made with the tracks of the- parties hereto, that the same will be done at the expense of the said second party, and that such connecting tracks shall be in at such places as the first said party may designate. And it is fui'ther agreed that the said second parties will at all times main- tain and repair all such connecting or transfer tracks which may be constructed, as aforesaid, and to erect and maintain all necessary division fences at the cost of said second parties. And it is further agreed that in considei-ation of the leasing of said right of way that the second parties will not in tlie con- struction or operation of said railroad to be constructed thereon,, obstruct or in any manner interfere with the operation of the business of said first party, or any use of the lands required by said first party in conducting and carrying on its business. It is further agreed that the essence of this lease is the faith- ful observance of the agreements of the parties of the second part, and that failure to carry out any of said covenants or agreements by the said second parties shall terminate this lease, and said right of way together with all improvements erected thereon, shall be forfeited to said first party, its successors or assigns. IN WITNESS WHEREOF, the said parties have hereunto' and to a duplicate copy hereof, by their Presidents or other Chief Officers set their hands and seals, the day and year first above written. AlISSOUEI, KANSAS k TEXAS RAILWAY COMPANY'. By II. C. CROSS, President and General Manager. ST. LOUIS k HANNIBAL RAILWAY COMPANY, By T. W. KENNEDY, Superintendent ST. LOUIS, HANNIBAL k KANSAS CITY RAILWAY COMPANY, By JAMES H. ORR, Vice-President. Express Agreement 3Sro\rerni"ber ©tin, IQ©^. BETWEEN- Missouri, Kansas & Texas Railway Compauy AND American Express Compauy } SNYOPSIS OF AGREEMENT BETWEEN Missouri, Kansas & Texas Railway Company, AND The American Express Company. Covering Express Service. DATE : November 9th, 1892. PERIOD : 10 years from February 1st, 1893. EXPIRES: February 1st, 1903. TERMS : bO% of annual gross revenues, $200,000 guaranteed, payable in equal monthly installments in New York. 2 ®IU.$i ^0tC^)UCUtt made and entered into tins ninth day of November, A. D., 1892, by and between the MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, party of the first part, and hereinafter desio^nated as the " Railway Company," and the AMERICAN EXPRESS COMPANY, party of the second part, hereinafter designated as the " Express Company." WITNeSSm-ff: ^jjTICLE I. Section First: — That in consideration of the payments, cove- nants and agreements to be by the Express Company, duly made and kept, performed and observed, the Railway Company hereby agrees to transport in cars or car compartments, properly lighted and warmed at its expense, and attached to its passenger trains each way daily, the messengers, safes, packing trunks and express matter of the Express Company, to and from all stations upon its lines and branches ; which lines and branches now under opera- tion are as follows, to wit : MISSOURI, KANSAS & TEXAS RAILWAY. j„les. Between Hannibal and Denison and intermediate points, 576.6 Dennison and Whitesboro, " " 25. Whitesboro and Ft. Worth, " " 71.3 Ft. Worth and Hillsboro, '• " 54.8 Denison and Hillsboro, (via Greenville) 172.4 Hillsboro and Taylor, " " 107.4 Taylor and Boggy Tank, •' " 89.1 Parsons and Junction City, " " 156.8 Stevens and Paola, " " 129.9 McAlester and Coal Mines, " " 4.6 Atoka and Lehigh, ' '\ " 9.1 Denison and Sherman, '' " 10.8 Greenville and Mineola, " " 50.5 Denton and Dallas, " " 37.3 Wlhtesboro and Henrietta, 86. Echo and Belton, " " 6.5 San Marcos and Lockhart, " " 16. Trinity and Colmesneil. " " 66.6 Holden and Paola, " " 53.5 1724.2 EAST LINE & RED RIVER RAILROAD. McKinney and Jefferson and intermediate points, 153. Total miles at present in operation, 1877.2 Also upon passenger trains, as soon as tliej shall be estab- lished thereon, and to and from all stations, upon the several lines or branches now under construction ; which lines and branches are as follows, to wit : MISSOURI, KANSAS & TEXAS RAILWAY. MILES. Between Franklin and St. Louis, about 176. " Bogg)^ Tank and Houston, " 80. " Lockhart and Smithville, " S6. Colmesneil and Sabine River (Projected) about 50. 342. EAST LINE AND RED RIVER RAILROAD. Between Jefferson and Shreveport (Projected) about 60. Total miles now under construction or j)rojected, 402. Tlie Railway Company fiuther agrees to provide and assure to the Express Company, from the date this agreement takes effect, facilities for their through business on daily passenger trains, between Kansas City, Mo., and Paola, Kansas, or other con- necting point on said Railway Compan3-'s lines. Section Second : — It is understood that the word " Messengers" as used in Section First hereof, shall comprise only such persons as accompany the freight, and valuables of said Express Company, and tiie Railway Compau}^ agrees to transport such Messengers, and such other agents as the Express Company nuiy necessarily send over said Railway Company's Hues, in the transactions of its business as express carriers, free of other charge than the consid- eration embraced in this contract, provided the properl}^ authorized officers of the Express Company make application in writing for passes, for such messengers or agents. Section Third: — The Railway Company shall also provide and allow the Express Company, free approach and access to all depots, station premises, and trains, and reasonable time to load and unload express matter uj)on and from these trains. Section Fourth: — The Railway Company will also, as far ag it can conveniently do so, and without charge therefor, permit the Express Company to use a portion of its station houses on the lines herein mentioned, for the reception, safe keeping, and delivery of express matter carried under this agreement. The Express Company will alsobe permitted, when agreeable to the Railway Com- pany to employ as its agents, any of the agents of the Railway Com- pany, whenever such employment by the Express Company shall not conflict with their duties to the Railway Companj^ ; the Ex- press Company to be liable for the acts of such agents done by them within the scope of their authority, as employes of the Express Company, but not otherwise. Section Fifth : — The Railway Company further agrees to transport free over its lines covered by this agreement, the horses, wagons, safes and material necessary to be used by the Express Company, at the various points on said lines in the transaction of the business contemplated by this agreement. Section Sixth: — The Railway Company further ag.rees, that none of its eniplo3^os, for himself or for the Railway Company, shall be allowed during the continuance of this agreement, to transport money, valuable packages, goods or merchandise of any kind whatsoever, except regular passenger baggage, and supplies for the Railway Company's eating houses, upon the passenger trains of the said J^ailway Company, except that the Railway Company reserves the right to transport dogs on its passenger trains, when accompanied by owners, and also to transport corpses. Section Seventh: — It is further understood and agreed .by the parties hereto, that the Railway Company will not contract with any other party or parties to do an express business over said road or any portion thereof, during the existence of this agreement. Section Eighth: — It is further agreed by the Rail way Company, that if other lines of railroad are constructed, leased, operated or acquired by the Railway Company during the life of this agree- ment, the Express Company shall have the same exclusive facilities, on all such lines in so far as the Railway (■onipany can legally grant such facilities. ARTICLE If. Section First: — In consideration of the execution of this agreement, and the performance by the Railway Company of the several agreements set forth in Article 1 hereof, the Express Company hereby agrees to make payments to the Railway Com- pany as follows, to wit: 6 FIRST PAYMENT. To pay monthly on or before the 10th day of each month to the Railway Company a sum equal to Twelve Thousand Five Hundred (12,500) dollars, the above payment to be made by the Express Company to and with the Treasurer of the Railway Com- pany at New York. The Express Company also agrees that when tlie lines of the Railway Company are completed into St. Louis, Missouri, from Franklin or other connecting point on said Railway Company's main line, and the Express Company has been enabled to place its business on daily passenger trains of the Railway Company between St. Louis and such connecting and intermediate points, that in consideration of such additional exclusive ex^iress facili- ties, the guaranteed payment from the Express Company to the Railway Company for such further facilities shall be increased Three Thousand Six Hundred and Twenty-Five (8,625) dollars per month. And the Express Company further agrees that when the lines of the Railway Company are completed into Houston, Texas, and the same through and intermediate facilities on daily passenger trains of the Railway Company to and from Houston are accorded to the Express Company, the guaranteed payment to the Railway Company for such further facilities shall be further increased by the additional sum of Five Hundred and Forty-one (541) dollars and Sixty-Seven (67) cents per month, such payment or payments to be made as hereinbefore provided. SECOND PAYMENT. The Express Company also agrees that within Ninety (90) days after the expiration of each year of this agreement, they will render to the Railway Company a statement showing the gross revenue derived by tlie Express Company on business transacted by it on the lines embraced in this agreement, for the preceding year ending with January thirty-lirst, and the Express Company further agrees that if Fifty (50) per centum of the gross revenue shown by said statement shall exceed the sum already paid by the Express Company to the Railway Company for the facilities rendered during the period covered by this statement, they will pay forthwith the Railwaj^ Company the amount of such excess sum. The gross revenue from matter carried wholly upon Railway Company's lines, shall be deemed to be the whole amount received I hy the Express Coinpmiy from such matter not including the charges due to or advanced to other express or transportation Hnes or persons. The gross revenue derived from express matter carried by said Express Company partly upon the Railway Company's lines and partly upon other lines, shall be such portion of the total revenue derived from such transportation as the distance carried over said Railway Company's lines bears to the entire distance such matter is carried by said Express Company. /Section /Second: — The Express Conipany further agrees to give tlie Railway Company at any and all times, full and free access to all books and records of a-jcounts of the business embraced in this agreement. Section Third: — It is further mutually understood and agreed by and between the parties hereto, that the Express Company will assume all risk and damage to its property, freight and valuable packages, and also assume all risks and damage to its agents and messengers while on said road, except damage arising from the gross carelessness or negligence of the agents or employes of the Railway Company. Section Fourth: — ^It is further understood and agreed, that the Express Company will transport all money and valuable packages, the property of the Railway Company, free of charge over their said road, and over all lines operated or controlled by the Express Company, and deliver the same at all proper places of delivery on same, or at the terminal tliereof, subject to the conditions named in the Express Company's printed form of receipt. Section Fifth: — The Express Company further agrees that it will not issue any local rates per hundred |)Ounds between points on this Railway Company's lines that shall be less than one and one half times the Railway Company's rate per hundred pounds on the same commodity between the same points, unless consent to the contrary has been obtained from the General Traffic Manager of the Railway Company. Provided, however, that no restrictions shall be placed by the Railway Company on the charge to be made by the Express Company on news matter or parcels, and Provided, also, that the Express Company shall be permitted to make such rates between competitive points as will enable them to compete successfully with other express companies opera- ting on other lines of railroad, the Express Company agreeing to notify the Railway Company of any reduction in rates made on ac(50unt of competition, und when such competitive rates are reduced to one and one-half of the freight rates of the Eailway Comjiany, the Ex])ress Company agrees that no further reduction shall be made in such competitive i-ates without the consent of the Railway Company. Section Sixth : — It is mutually understood by and between the parties hereto, that this agreement shall commence on the first day of February, A. D., 1893, and continue in full force and efi'ect until the first day of February, A. D., 1903, being the full end and term of ten years. In Witness Wherp:of, the parties hereto have caused this agreement to be executed on the day and year first above written. MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, By HENRY C. ROUSE. [seal] President. Attest: C. G. HEDGE, Secretary. THE AMERICAN EXPRESS COMPANY, By A. ANTISDEL, Ass't Gen'l Manager. THE AMERICAN EXPRESS COMPANY, By JAMES C. FARGO, As President. I w\ Sleepingr Car Agreement. OF l^ToTTOJOCLloox SStl:!, 1QS2- BETWEEN- Missouri, Kansas & Texas Railway Compauy AND Wagner Palace Car ('oiupauy LO IIJ SYNOPSIS AGREEMENT Missouri, Kansas & Texas Railway Company, Wagner Palace Car Company, Covering Sleeping Car Service. DATE: November 26lli, 1892. PERIOD: 5 years from January 5th, 1893. EXPIRES: January 5th, 1898. FERMS : Mileage, two cents per car per mile. If average earnings per car equal $5,000 per annum, mileage shall be one cent; if earnings equal $7,500 per annum, no mileage shall be paid. Monthly settlements. I WAGNER PALACE CAR COMPANY. Opposite Grand Central Depot. PRESIDENT'S OFFICE, New York, November 26, 1892. HENRY C. ROUSE, Esq., Chairman, Missouri, Kansas & Texas R'y Co., New York, N. Y. Dear Sir : It is understood and agreed that the CONTRACT entered into this day between the MISSOURI, KAN- SAS & TEXAS RAILWAY COMPANY and the WAGNER PALACE CAR COMPANY, shall take effeet and actually commence upon the date on which the cars of the said Palace Car Company actually begin running upon the lines of the said Railway Company. Yours truly, (Signed) W. S. WEBB, President. (^(^l^Ci^ttt^Ut made this twenty-sixth day of November, one thousand, eight hundred and ninetv-two, by and between the MISSOURI, KANSAS AND TEXAS E AIL WAY COM- PANY, hereinafter called the said Railway Company, and the WAGNER PALACE CAR COMPANY, hereinafter called the said Palace Car Company. WHEREAS, the said Palace Car Cominmy is engaged in the business of furnishing and running railway cars, known as sleeping and drawing room or parlor cars, and of hiring the same to railway companies under contracts for a term of years, to be used on and over the lines of the roads of such railway companies, and receiving therefrom income and revenue by the sale to pass- engers of seats, bei'ths and accommodations therein, and WHEREAS^ the said Railway Company is desirous of avail" ing itself of the use on and over its lines of railway of the sleep- ing cars of the said Palace Car Company and by such sleeping cars obtaining connections with other railroads with which the said Palace Car Co'm)')anv has exclusive contracts. NOW, THEREFORE, THESE PRESENTS WITNESS: That for and in consideration of the premises, and of the con- venants herein contained by and between the said Railway Com- pany and the said Palace Car Company to be by them i-espective- ly kept and preformed, the said Palace Car Company and the said Railway Company do hereby mutually covenant and agree to and with each other, as follows, to wit : FIRST That whenever the railway of the said Railway Company is spoken of or alluded to in this agreement, it is to be taken to include all lines which it now operates or controls, or which it may hereafter operate or control by ownership, lease or other means. SECOND The said Palace Car Company will furnish sleeping cars to be used by the said Eailway Company for the transportation of passengers, in number sufficient to meet the requirements of travel on and over the lines of the said Eailway Company, it being agreed that one ot more sleeping cars shall be ran on such trains as the Eailway Company may du-ect. The sleeping cars furnish- ed by the said Palace Car Company to be of the most approved stvle and quality, and satisfactory to the said Eailway Company, and the bedding, furniture and arrangements to be unexception- able in character and quality, and to be subject to the inspection and approval of the superintendent or managing officers of the said Eailway Company, and be always kept clean and in good repair. It is also understood and agreed that the character of the cars to be run upon its lines, whether l)uffet or otherwise, shall be decided by the Eailway Company, and the Palace Car Company shall furnish cars of that description. THIED The said Palace Car Company shall have the right to place on each sleeping car, a conductor, porter, and other needed servants, who shall be acceptable to the said Eailway Company, and who shall be carried by it free of charge, and to collect from each passenger occupying a seat or berth therein the customary fare charged at the time on the principal railroads of the countr}^ for accommodations in sleeping cars, not to be in excess of fares charged on sleeping cars on lines competing with the said Eailway Compan}', and the said Palace Car Company shall have for its own use and benefit, the sum or sums thus collected. But the said Palace Car Company shall not, without tlie consent of the said Eailway Company, given outside of this agreement, furnish to any person or persons in any sleeping car more accommodations than a state-room or section against each single ticket of or fare paid to the said Eailway Company. It is further agreed that the said Palace Car Company shall not sell state-rooms or sections upon single railway tickets or fares so as to result in tlie exclusion of passengers desiring single berths. FOUETH The said Eailway Company hereby agrees that the general officers of the said Palace Car Company, and the employes named in Article Third of this agreement, shall be entitled to free pass- age over the lines of the said Railway Company, when they are on duty for the said Palace Car Company. FIFTH The said Palace Car Company hereby agrees that the general and division officers of tiie said Railway Company shall be entitled to free accommodation in any of the cars furnished by the said Palace Car Company under the terms of this agreement, when they are traveling on duty for the said Railwa}^ Company. SIXTH It is hereby agreed that the said employes of the said Palace Car Company named in Article Third of this agreement shall be governed by, and subject to the rules and regulations of the said Railway Company, which are or may be adopted from time to time for the government of its own employes, and in the event of any liability arising against the said Railway Company for personal injuries or death, or otherwise, of any employe of the said Palace Car Company caused by the negligence of the said Railway Company or its employes, it is understood and agreed tliat the said Palace Car Company assumes the said liability and hereby agrees to pi-otect said Rnilwriv Compariy against any such damages. SEVENTH That the conductors of the trains of the said Railway Com- pany shall have the right at all times to enter sleeping cars for the purpose of collecting the tickets or fares of the passengers, or for any purpose connected with the management of the trains, and the conductors, porters and other servants of the sleeping cars sliall at all times, when i-equested, assist the conductors of trains, in maintaining in sleeping cars good order and the discipline of the road. The conductors of the trains shall not be at liberty to interfere in any way wnth tlie matter of distribution of berths or seats, and shall not interfere in any manner with the business of the sleeping cars, except for the purpose of collecting the tickets or fares of passengers, and maintaining good order and the discip- line of the road, and to see that the provisions of this agreement are carried out. EIGHTH That the said Railway Company will jDermit the said Palace Car Company to place its tickets for berths or seats on sale in such of the railway ticket offices as may be mutually agreed upon and such services shall be performed by, and as a part of the general duties of the ticket agents of the said Railway Company and without charge to the said Palace Car Company ; but the proceeds of any sale are to be at the said Palace Car Company's risk. NINTH The said Palace Car Company will maintain in good order and condition at its own cost and expense, the sleeping cars, which may be run on the lines of the said Railway Company, under the provisions of this agreement, excepting as provided in the Eleventh Article hei'eof ; and in consideration of keeping said cars in first-class order and condition and furnishing the cars, the said Railway Company agrees to ])ay to the said Palace Car Company two (2) cents ])er mile for every mile run by said cars on the lines of the said Railway Company, and if run upon other roads which have no contract or agreement with said Palace Car Company, by direction of the officers of the said Railway Com- pany, the sum of two (2) cents per mile shall be paid to the said Palace Car Company by the said Railway Company for every mile so run upon such other roads by such cars. TKNTH That whenever the revenue from the sale of seats and berths equals an average of five thousand dollars ($5,000) per car, per annum, upon the whole number of cars operated under this agree- ment, and while such average annual revenue shall continue, the said Railway Company shall })ay the said Palace Car Comjiany the sum of one (1) cent per mile for every mile run by said sleep- ing cars on the lines of the said Railway Company, and it is further understood and agreed that whenever the revenue from the sale of seats and berths equals an average of seven thousand, five hundred dollars ($7,500) per car, per annum, and while such average annual revenue shall continue, thei-e shall be no charge for mileage made by the said Palace Car Company, for services of cars operated on the lines of the said Railway Company under the terms of this agreement. 8 It is finally understood and agreed that the revenue described of five thousand dollars ($5,000) per car, per annum, and seven thousand, five hundred dollars (.•57,500) per car, per annum, ap- plies only to such revenue as said cars may earn and obtain by the sale of accommodations, seats and berths while on the line and between points on the line of the said Railway Company, and over such other lines as cars are run b}^ direction of the said Railway Company — in other words, the earnings of the Railway Com- pany's pro rata of the line cars. ELEVENTH That the said Railway Company shall at its own cost and ex- pense, keep the trucks of the said sleeping cars properly packed and lubricated, and shall keep the outside thereof and other parts that pertain to an ordinary first-class coach properly cleaned, and the said Railway Company shall pay its })roportion of line ex- penses for supplies, etc., furnished by its own and other roads forming lines over which interchange lines of cars may be run, and for such cars of the said Palace Car Company as may perform local service on the lines of the said Railway Company, the said Railway Comjmny shall at its own cost and expense provide links, pins, air-brake and steam-coupling hose, re[)lace broken glass and furnish ice, water, fuel, oil and other proper material for lighting and such supplies as are usually furnished to a first-class coach. TWELFTH The said Railway Company agrees to furnish the said Palace Car Company without charge, at convenient points, room and convenience for airing and stoi-ing of bedding, and cleaning of cars. THIRTEENTH That the said Railway Company will, at its own cost and ex- pense, renew and repair any part of said sleeping cars, whether outside or inside, which may ])e damaged or injured by reason of the negligence or carelessness of its employes, or by reason of any accident on its lines of railway, except when said accident or damage is caused by defective material or appliances furnished by the Palace Car Company, in which event the entire cost shall be borne by the said Palace Car Company. FOURTEENTH That the said Palace Car Company will indemnify and save harmless, the said Railway Company, from and against any liability to patentees of alleged inv^entions in respect to said sleep- ing cars, FIFTEENTH It is mutually agreed that u])on the termination of this agreement, the same may be renewed by the said Railwaj' Com- pany upon the same terms and conditions as are contained in this agreement for a further period often (10) years, or the said Rail- way Company may purchase from the said Palace Car Company such sleeping cars as may be running locally on the lines of its railway, together with the furniture, hxtures and patent-rights, as may be necessary for the busine.^.s of its railway at a fair valuation, such valuation to be determined by three disinterested parties, who shall be well acquainted with the value of such property; one to be chosen by the said Railway Company, one by the said Palace Car Company, and the two to select the third ; the deci- sion of two of such referees to be final and binding upon both parties. SIXTEENTH The said Palace Car Company shall not transfer or assign this agreement without the written consent of the said Railway Company; and in the event of its consolidation by lease, sale of stock or other device with Pullman's Palace Car Company, this contract shall, at the option of the said Railway (/Ompany bo null and void. SEVENTEENTH This agreement shall terminate at the end of five (5) years from the date hereof, and during that period or iiny extension thereof, under the terms hereof, the said Palace Car Company shall have the exclusive right to run sleeping cars on the trains referred to herein, and the said Railway Company will not, so far as it can legally prevent it, allow or contract with any other party or com- pany to run said class of cars on said trains over the lines of road referred to herein during the said period of five (6) years. Provided, that in all cases in which the said Railway Com- pany may desire to co-operate with other railroad companies in forming through lines of sleeping cars, the said Palace Car Com- 10 d pany agrees, that cars not owned by it, may be run over the lines of the said Railway Company when necessary to secure such co- operation. But in all cases it is agreed that the said Palace Car Company shall have the right to furnish its pro rata of sleeping cars based upon the mileage of the said Railway Company in such lines; and in all sleeping cars operated in such through lines, the said Palace Car Company shall be entitled to receive all local fares for accommodations therein upon the roads of the said Rail- way Company, and its pro rata of all through fares based upon the milenge of the road or roads covered by this contract. No provision of this contract shall be so construed as to prevent the said Railway Company accepting from its connecting lines special rented cars or trains owned bv other slee[»ing car or railway companies. EIGHTEENTH It is mutually agreed by and between the parties hereto tliat in case the said Railway Company shall within a period of two (2) years from the date of this agreement^ give notice to the said Palace Car Company of its desire to extend the terms of this agreement from five (5) years to ten (10) years from the date of its execution, that then and in that event the sum of one and three-fourths (If) cents per mile shall be paid by the said Railway Company to the said Palace Car Com- ])any for every mile run by said cars on the lines of the said Company, and for all mileage paid previous to the date of said notice, at the rate of two (2) cents per mile, a rebate of one- quarter (^) cent per mile shall be made. It is further understood and agreed that if within the period of two (2) years from the date of the execution of this agreement above referred to, the said Rail- way Company shall give notice to the said Palace Car Company of its desire to extend the term of this agreement from five years to fifteen years, then, and in that event, the sum of one and one- half (1^) cents per mile shall be paid l)y the said Railway Com- pany to the said Palace Car Company for every mile run by said cars on the lines of the said Railway Company, and for all mileage paid previous to the date of said notice at the rate of two (2) cents per mile, a rebate of one-half (^) cent per mile shall be made, the intention being to give to the Railway Company two years within which to elect to make this contract one for ten years or fifteen years, as it may prefer; and in case of such election to have the benefit of the reduced mileage given under 11 contracts of that character, i. a, one and three-quarters (If) cents per mile if ten years, and one and one-half (1^) cents per mile if fifteen years, and in case it shall elect to make the term either tlie one or the other of such extended period, to have the benefit of such i-educed rate from the date of this agreement. NINETEENTH And it is further agreed that in case either of said parties to this agreement shall neglect or refuse to fulfil, carry out or perform any or all of the covenants, promises and agreements herein con- tained, that then, and in that event, the other party hereto, on giving to the said defaulting party ninety (90) days' notice in writing of its intention, may terminate and end this agreement, and be absolved and released fi'(^mall terms hereof ; otherwise the said agreement to remain in full force ;ind offec^t. TWENTIETPI It is mutually understood and agreed between the parties hereto, that in the event of a decision by tiie courts in favor of Pullman's Car Company in any suit which may be brought against the said Railway Company by the soid Pullman Com])any, to enforce the terms of an agreement which said Pullman Company claims to be in effect with the said Kailwa}^ Company, that the said Railway Company shall thereupon be absolved and released from its obligations under the terms of this agreement, T\V K NT V FIRST With reference to Article Ninth of this agreement, it is un- derstood that the said Railway Company shall have the right to collect from such other roads mileage upon the cars of the said Palace Car Company, at such rates as the said Railway Company is charged for mileage on any foreign slee[)ing cars which are run over its lines under tlie terms of this agreement. TWENTY -SECOND With reference to Article Fourth of this agreement, it is agree ss. City of St. Louis. ) On this 17th day of April, A. D. 1893, before me, a notary public within and for the city and State aforesaid, appeared E. C. Simmons, to me personally known, who, being duly sworn, did say that he is the President of The Missouri, Kansas k Eastern Railway Company, a cor|)oration organized and existing under the laws of the State of Missouri, and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation, by authority of its Board of Directors, and said E. C. Simmons acknowledged the said instrument to be the free act and deed of said corporation. In Witness Whereof, I liave hereunto signed my name, and affixed my notarial seal, the day and year last above written. My commission expires April 7th, 1895. JOHN S. KING, [seal] Notary Public. State of New York, ) > ss. City and County of New York, ) On this 19th day of April, A. D. 1893, before me, a notary public within and for the city, county and State aforesaid, appear- ed H. C. Rouse, to me personally known, who, being duly sworn, did say that he is the President of the Missouri, Kansas & Texas Railway Company, a corporation organized and existing under the laws of the State of Kansas, and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation, by authority of its Board of Dii-ectors, and said H. C. Rouse acknow- ledged the said instiuuient to be the free act and deed of said corporation. In Witness Whereof, I have hereunto signed my name, and affixed my notarial seal, the day and year last above written. My commission expires March 30th, 1894. J AS. B. SWAIN Jr., [seal] Notary Public. Kings County, N. Y. 15 :2 State of Ma.ssachusetts, ) > ss. County of Suffolk. ) Oil this 21st day of April, A. D. 1893, before me, a notary public within and for the county and State aforesaid, appeared C. E. Perkins, to me personally known, who, being duly sworn, did say that he is the President of The Chicago. Burlington & Quincy Railroad Company, a corporation organized and existing under tlie laws of the State of Illinois, and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corpora- tion, by authority of its Board of Directors, and said C. E. Perkins acknowledged the said instrument to be the free act and deed of said corporation. In Witness Whereof, I have hereunto signed my name and affixed my notarial seal, the day and year last above written. My commission expires June 8th, 1894, W. J. LADD. [seal] Notary Public. 16 il 14, Agreement SUPPLEMENTARY TO loint Track Agreement Of ^pril 1st, 1893, AND ITS SUPPLEMENT OF SAME DATE BETWEEN St. Louis, Keokuk & Northwestern Railroad Company, The Missouri, Kansas & Eastern Railway Company, Missouri, Kansas & Texas Railway Company, The Chicago, Burlington & Quincy Railroad Company. Dated January 30, 1895. Pemcu^autlum of S^flv^ement, supplementary to the Joint Track Aoreemeiit of April 1, 1893, and its supplement of the same date, between the parties hereto, made and entered into this thirtieth day of January, 1895, between tlie ST. LOUIS, KEOKUK & NORTHWESTERN RAILROAD COMPANY, THE MISSOURI, KANSAS & EASTERN RAILWAY COMPANY, the MISSOURI, KANSAS & TEXAS RAIL- WAY COMPANY, and THE CHICAGO, BURLINGTON & QUINCV RAILROAD COMPANY, WITXESSETH: WHEREAS^ Questions Lave arisen between the parties thereto and hereto, as to the propriet}' of certain items in an account heretofore rendered by the St. Louis, Keokuk & North- western Railroad Company to The Missouri, Kansas & Eastern and Missouri, Kansas k, Texas Railway Companies of the cost of the railway, bridge and appurtenances constructed by said St. Louis, Keokuk k Northwestern Railroad Company, to be used by said Missouri, Kansas & Eastern Railway Company and said Mis- souri, Kansas & Texas Railway Company under the said agree- ment of April I, 1893, said account amounting in the aggregate, up to and including February 28, 1894, to the sum of two million nine hundred and thirty live thousand two hundred and ninety- three dollars and thirty-one cents (2,935,293.31), and WHEREAS, The said The Mi-ssoun, Kansas k Eastern and Missouri, Kansas k Texas Railway Companies will not have had during the year from March 4, 18'^94, to March 3, 1895. iuclusive, the full benefit of said bridge, railway and appurtenances, by reason of delay in the completion thereof: NOW, THEREFORE, in coiisideration of the premises, it is agreed between the parties liereto. as follows • First. — That the fixed annual rental provided for in the first subdivision of Article XI. of the Joint Track Agreement of April 1, 1893, to be paid by the said The Missouri, Kansas & Eastern and Missouri, Kansas k Texas Eailway Companies for the first year, ending on March 3, 1895, of occupancy and opera- tion of the said bridge, railway and appurtenances, shall be seventy-five thousand dollars ($76,000) and no more, instead of three (3) per cent, upon the cost of said pi-einises, as provided in said agreement of April 1, 1893, and that the rental provided in the first subdivision of Article XI. of said agreement of April 1, 1893, as modified hj clause fourth of this supplemental agree- ment, shall begin upon March 4, 1895, and tliat the payment of the said sum of seventy-five thousand dollars ($76,000) for the first year ending March 3, 1895, shall also be in full payment for all extra services and facilities, if any, afforded by the said St. Louis, Keokuk & Northwestern Railroad Company to The Mis- .souri, Kansas & Eastern and Missouri, Kansas & Texas Railway Companies on account of the unfinished condition of the premises mentioned and described in said agreements of April 1, 1893, dur- ing the year ending March 3, 1895, and which extra services and facilities would not have been required had the second track been completed. Second. — That, without regard to the actual cost of the said bridge, railway and appurtenances, up to and including February 28, 1894, as stated in the account heretofore rendered by the St. Louis, Keokuk k Northwestern Railroad Company to The Mis- souri, Kansas k Eastern and Missouri, Kansas & Texas Railway Companies, the said account shall stand as though it had been rendered as of February 28, 1894, for the gross sum of two mil- lion seven hundred thousand dollars ($2,700,000.) Third. — That the said bridge, railway and appurtenances shall be completed in conformity with the plans now existing, within the earliest time consistent with good workmanship, and that the cost of the completion of said premises, and the rental thereon, shall come under the provisions and limitations of the following clause of this supplementary agreement, marked "Fourth.'" and not under the third subdivision of Article XL of the agreement of April 1, 1893. Fourth. — Notwithstanding the terms of the said first sub- division of Article XL of said agreement of April 1, 1893, The Missouri, Kansas & Eastern and the Missouri, Kansas & Texas Railway Companies shall not be required to pay, as fixed annual rental for the said bridge, railway and appurtenances, when com- pleted in conformity with the plans now existing, a sum in ex- cess of three (3) per cent, per annum on three million dollars ($3,000,000), although the actual cost of the same ma}^ be greater than three million dollars ($3,000,000); but should the actual cost be less than the said sum of three million dollars ($3,000,000), then the said companies shall pay, as such rental, three (3) per cent, per annum upon such actual cost. It is agreed that such actual cost shall be ascertained as follows, viz.: {A.) Starting with the sum of two million seven hundred thousand dollars ($2,700,000), which is the agreed cost up to and including the 28th day of Februrry, 1894, as fixed in clause "Second" hereof, there shall be added thereto all expenditures made by th.e said St. Louis, Keokuk and Northwestern Eailroad Company from March 1, lb9-l:, to February 28, 1895, both inclu- sive, but no interest upon such expenditures, nor upon the two million seven hundred thousand dollars ($2,700,000) shall be charged as part of the cost. There shall, however, be deducted from the said account all sums received or to be received by the said St. Louis, Keokuk & ISTorthwestern Eailroad Company from March 1, 1894, to February 28, 1895, both inclusive, from sales of plant, machinery and structures, the cost of which has at any time been charged as part of the cost of the premises de- scribed in and covered by said agreement of April 1, 1893, and all salvage, if any, made during said period, by said last named company on items so charged in said account of two million nine hundred and thirty-five thousand two hundred and ninety- three dollars and thirty-one cents ($2,935,593.31), or subsequent thereto. The sum obtained by adding to the two jnillion seven hundred thousand dollars ($2,700,00(>) the net expenditures up to and including the 28th day of February, 1895, limited by the maximum amount of three million dollars ($3,00,0000) as above, shall be that upon whicb interest at the rate of three (3) per cent per annum shall be paid, as rental, from the 4th day of March, 1895, to the 31st day of March, 1895, both inclusive. (B.) Upon the 1st day of April, 1895, there shall he added to the cost of the said premises on the 1st da}'^ of March, 1895, ascertained as above, the net expenditures during the month of March, 1885, and upon the gross sum thus obtained, but limited to three million dollars ($3,000,000), the rental for the said month of April shall be computed at the rate of three (3) per cent, per annum; it being understood that no intei-est sliall be charged on such expenditures, and that the said account shall be credited with all sums received from sales, as aforesaid, and all salvage, as aforesaid, if any, on any item contained in any account thereto- fore rendered. To the cost on the 1st day of April, 1895, ascer- tained as above, shall be added the net expenditures during April, 1895, computed in the same manner as for the month of March, and the sum thus obtained, but limited to three million dollars ($3,000,000) shall be the basis for computing the said rental for the month of May, 1895, and so on for each succeeding month until the said work shall be completed in conformity with the plans now existing ; and thereupon the actual cost, so ascer- tained in accordance with the provisions of this supplemental agreement, shall be endorsed on the said Joint Track Agreement of April 1, 1893, as the sum upon which the fixed annual rental provided for in the first subdivision of Article XL of said agree- ment is thereafter to be com-puted ; provided, however, that if said actual cost be in excess of three million dollars ($3,000,000), said rental shall be computed on the sum of three million dollars ($3,000,000), and not upon said actual cost so endorsed upon said agreement of April 1, 1893 ; and provided, further, that any sums received from sales, as aforesaid, after such endorsement, and all other salvage, if any, made after such endorsement, and when- ever made after such endorsement on items which theretofore entered into the account, shall be deducted from said actual cost so endorsed upon said agreement, and if said deduction shall re- duce the actual cost below three million dollars ($3,000,000), then said rental shall be computed upon said actual cost, and not upon said sum of three million dollars ($3,000,000). Fifth. — The said Missouri, Kansas & Texas Railway Company hereby covenants and agrees to carry out all of the conditions and obligations imposed by this agreement, and the agreements dated April 1, 1893, to which this agreement is sup- plementary, upon it or the said The Missouri, Kansas & Eastern Railway Company ; and the said Chicago, Burlington & Quincy Railroad Company hereby guarantees that the said St. Louis. Keokuk & Northwestern Railroad Company will carry out all the conditions and obligations imposed upon it by this agreement and the agreements dated April 1, 1893, to which this agreement is supplementary. m WITNESS WHEREOF, the parties hereto have caused these presents to be signed by their respective Presidents or Vice-Presidents, and tlieir corporate seals to be hereunto affixed, attested by their respective Secretaries or Assistant Secretaries, the aay and year first above written. ST. LOUIS, KEOKUK & NORTHWESTERN RAILROAD COMPANY, [seal] By W. W. BALDWIN, Attest . President. H. E. JARVIS, Ass't Secretary. 6 THE MISSOURI, KANSAS & EASTERN RAILWAY COMPANY, [SEAL] By E. C. SIMMONS, Attest , President. GEO. D. DANA, Secretary. MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, [SEAL.] By HENRY C. ROUSE, Attest: President. C. G. HEDGE, Secn-etaiy. THE CHICAGO, BURLINGTONT & QUINCY RAILROAD COMPANY, [SE.\L.] By C. E. PERKINS, Attest : . President. T. S. HOW LAND. Secretary. State of Iowa, ) County of Des Moines, f ^'''■' On this 12th [ the second i)art : the MISSOURI KANSAS & TEXAS ^RAILWAY COM PAN Y, a corporation organized and existing under the laws of the State of Kansas, and hei-einafter called the "Kansas Company,' party of the third part; and THE CHICAGO, BURLINGTON & QUINCY RAILROAD COMPANY, a corporation organ- ized and existing under the laws of the State of Illinois, and hen;- inaftei" called the "Bui'lington Com])any" party of the fourth pai't : WlTNL\SShYl/: WHEREAS, IMie said Keokuk Coni[)any is the owner of a line of railroad extending from Keokuk, Iowa, to St. Peters, in St. Charles County, Missouri, and is now engaged in the construc- tion of an extension of the said line of railroad, from a point about ten miles north of St. Peters into the city of St. Louis, Missouri, including the construction of a railroad bridge across the Missouri Riyer at or near Bellefonta.ne Bluffs, under author- ity of the Act of the Congress of the United States, entitled . ^'Au act authoriziny the. construction of a bridge across the Missouri River at some accessible point in the counti/ of St. Charles in the State of Missouri, belmv Die city of St. Charles,'''' approved Febi'uary 17. 1888, such bridge, when completed, to form a part of the line of the said Keokuk Company ; and, WHEREAS, The said Missouri Company, with the power to ac(piire, build, maintain and operate a line of railway from a junction with the line of said Kansas Company, at or near the town of Franklin, in Howard County, Missouri, through the counties of Howard, Boone, Callaway, Montgomery, Warren, St. Charles and St. Louis, into the city of St. Louis, ie now engaofed in the construction of its line of railroad from said j auction with the Kansas Company, tlirougli the counties above named, to a point hei-einafter called " Texas Junction " where the lines of railwa}^ of the said Keokuk Company and the said Missouri Company intersect and connect, in the said county of St. Charles, north of the Missouri River; and, WHEREAS, The said Kansas Company is the owner of, oi- controls, a svstem of railroads known as the Missouri, Kansas & Texas Railwuv system extending from Hannibal, Missouri, and Junction City, Kansas, to Parsons, Kansas, and thence in a southerly direction through the Indian Territory to the north line of the State of Texas near Denison, Texas, with branches and auxiliary lines in the States and Territory above named ; and, WHEREAS. The railroad of said Missouri Compauj-, con- structed and to be constructed, has been leased to the said Kan- sas Company, which said lease is to become operative when said Missouri Compau}' shall have constructed its railroad from said town of Fi-aidvlin to a ])oint of connection with said Keokuk Company in St. Charles County, north of the Missouri River, and the railroad of the said Missouri Company will then become a a part of the system of railways of said Kansas Company; and, WHEREAS. The railroad of the said Keokuk Company conuects at Keokuk, Iowa, and elsewdiere, wuth the railroad of the said Burlington Company, and the said Keokuk Company is controlled by the said Burlington Company, and its railroad is operated as a part of the system of railroads of the said Burling- ton Company; and, WHEREAS, The parties hereto have this day made and entered into Articles of Agreement for the use, by the .said Mis- souri Company and the said Kansas Company, of certain tracks and property of the said Keokuk Company, between the point of junction of their several railroads, at Texas Junction, aforesaid, and tlie north line of North Market Street in the city of St. Louis, to which a/xreement reference is lierel)y had, and which is herein- after referred to as the "Joint Track Agreement: "' and, WHEREAS, The said Keokuk Comjjany has in course of construction certain freight yards and freight houses, and other terminal facilities in the city of St. Louis ; and, WHEREAS, The said Missouri Company is desirous of securing for itself and the said Kansas Company, as its lessee, the joint use with the said Keokuk Company of the aforesaid freight terminals and freight houses of said Keokuk Companj^, and of making provision for receiving, delivering, and Imndling cars and freight of the said Missouri Company and the said Kansas Com- pany, its lessee, in the city of St. Louis; and, WHEREAS, The said Keokuk Company is willing to grant such use of said freight tei'niinals, including side tracks, switches, freight yards and freight houses, and ])roperties and lands pertain- ing thereto, to said Missouri Company, for itself and said Kansas Company, its lessee, and to receive, stoi-e and deliver, move and handle the cars and freight of the said Miss«mri Conipanv :ind said Kansas Comjiany, its lessee ; NOW, THEREFORE, The parties hereto, each of them in consideration of the covenants and a<2:reements of the others hereni contained, do hereby covenant and agree to and with each other as follows : ARTICLE L The said Keokuk Company agrees to complete and have ready for use at the time the parties hereto begin using the joint tracks provided for in the aforesaid Joint Track Agreement, and appertaining to and connected therewith, sufficient and adequate freight terminals, including freight vards, side tracks, switches and freight houses, with the necessary lands, to reasonably and expeditiously accommodate the freight business of the said Keo- kuk Company, the said Missouri Company, and the said Kansas Company, its lessee, and thereafter to maintain such facilities, adequate to the transaction of the freight business of all the parties hereto, during the period of this agreement. ARTICLE II. The said Keokuk Company hereb}' grants to the said Mis- souri Company, for the term hei'einafter stated, for itself and the said Kansas Company, as its lessee,, the right- to the joint use, with the said Keokuk Company, of the freight terminals of the said Keokuk Company in the city of St. Louis, including the freight yards, side tracks, switches and freight houses, with the necessary lands and the appurtenances thereto belonging. The freight tei'minals, the use of which is hereby granted to the said Missouri Company, for itself and the said Kansas Com- pany, as its lessee, in existence at the time the use thereof under this contract begins, are to be shown by a map or plat attached hereto at that time, and made a part hereof. Such additions and improvements to said freight terminals as may be made subsequent to the commencement of operations tindei- this agreement, and to which, by this agreement, the said Missouri Company, and the said Kansas Company, as its lessee, may become entitled to the joint use of, shall hd shown by maps or plats to be attached hereto, from lime to time, with appropriate indorsements thereon, showing that they are parts of the freight terminals covered by this contract. By "freight terminals," when used in this agreement is meant the side tracks , tracks to private industries, switches, freight yards, freight houses and hinds, and properties used and to be used in the freight lousiness of the Keokuk Company in the city of St. Louis. The said use above granted is for the business of the said Missouri Company, or of the said Kansas Company, as its lessee, including all business delivered to either of them by connecting lines; provided, that neither the said Missouri Company nor the said Kansas Company shall, undercover of this agreement, permit to or provide for the use by any other I'ailroad company of the said freiglit terminals. ARTICLE IIL Li order to preserve unity and avoid conflict in the opei'ation of the said freight terminals in St. Louis, it is agreed that the said Keokuk Company shali move, store and handle, receive and deliver, all the freiglit cars and freight of the Missouri Company and the Kansas Company, as its lessee, while in, upon or about the aforesaid freight terminals in St. Louis, and, in the first instance, pay all the cost and expense thereof, and be reimbursed therefor by the Missouri Company and the Kansas Company, its lessee, as hereinafter provided. A RIM CLE IV. The said Keokuk (Jom])any agrees to receive, move, store, handle and deliver at, on and from its freight terminals within the city of St. Louis, all the freight traffic of the said Missouri Com- pany and the said Kansas Company, as its lessee, in a reasonable and expeditious manner, and in a manner equally as expeditious and careful as the said Keokuk Company handles its own freight traffic, and upon equal terms therewith. The said Keokuk Com- pany shall designate and set a]>art for the use of the freight traffic of the said Missouri Company and the said Kansas Company, its lessee; adequate tracks, appropriately situated, for breaking up and making up trains of the said Missouri Company and the Kan- sas Company, its lessee, and shall designate and set apart for the use of the freight traffic of the said Missouri Compan}- and the 6 Kansas Company, its lessee, ade(inat(> and reasonal)le reception and delivery points or tracks, and a iair and adequate proportion of tracks for loading and unloading freight cars and storing freight, and a fair and adequate proportion of any and all other freiglit facilities and accommodations, owned or used by the said Keokuk Company in connection with its fi'cight terminals at St Louis, in- cluding a reasonable, adequate^ and fair proportion of the room and facilities of the freight houses of the said Keokuk Company, taking into consideration tiie relative nuinbci- of tons of freigiit handled through said freight houses. The Keokuk Company agrees to receive, move, store, handle and deliver the freight traffic of the Missouri Company and the said Kansas Company, its lessee, for delivery or shipment, reason- ably and expeditiously, and without any preference or discrimina- tion in favor of the freight traffic of said Keokuk Company over that of the same class of the said Missouri Company and the Kan- sas Company, its lessee. The Missouri Company and the Kansas Company, its lessee, reserve the I'ight to appoint their own agents, and provide for their own billing of their business on said freight terminals, if they shall deem proper. It is further agreed and understood that the engines of the Missouri Com})any and the Kansas Company, its lessee, used on the joint tracks and freight terminals of the parties hereto herein- before referred to, are to be taken care of in St. Louis by the employes of the Keokuk Compamy, except so far as the Missouri Company, or the Kansas Company, as its lessee, may elect to furnish its own men to care for such engines. For such care, the Keokuk Conqiany shall charge the cost thereof to the Missouri Company and the Kansas Company, its lessee, but it is agreed that the Keokuk Company shall not be responsible for any loss or damage to said engines in consequence of fire or accident. It is also agreed that if the said Missouri Company, oi- the Kansas Company, its lessee, elects to furnish its own men to care for its engines, as herein provided, they shall be under the supervision and direction of the officers of the Keokuk Company when on i1,s premises. ARTICLE V. If traffic over the tracks of the said freight terminals in St. Louis, or business in, on or about the said freight terminals, is at any time interrupted or delayed from any cause not the willful act of any of the parties hereto, then and in that case no one of the parties hereto shall have any claim or right of action against any other, or its successors or assigns, for loss or damage of any kind, caused by or resulting from such interruption or delay. ARTICLE YI. The said Keokuk Company shall keep true and just accounts subject to the inspection of the said Missouri Company, or the said Kansas Company, as its lessee, of the cost and expense of the operation and maintenance of the said freight terminals in St. Louis, and of all the fi-eight traffic thereon. Such accounts shall be so kept as, among other things, to show the cost of the labor required in handling the freight traffic through the freight houses of said freight terminals separately from the other costs of main- tenance and (Operation of said freight terminals and freight traffic. ARTICLE VII. The Keokuk Compimy reserves the right to permit other persons or corj)orations to use the said freight terminals in common with the companies parties to this agreement ; but such admission of others to a common use of the said freight terminals shall not obstruct or hinder the Missouri Cany, as its lessee, shall have and enjoy the use and benefit, then the Missouri Company and the said Kansas C^ompaiiy, as its lessee, agree to pay to the Keokuk Company a proportion, upon the basis of cars handled on saiil 9 freight terminals, of the interest, from the time of disbursement for such permanent additions and improvements, at the rate of six (6) per cent, per annum, upon all sums expended by the said Keokuk Com.pany for such additions and improvements to said freight terminals. Third: What shall be known as " Proportional Charge for Maintenance and Operation" of the said freight terminals and for the handling of the traffic thereon. All amounts disbursed by the Keokuk Company during the last preceding calendp,r month for or on account of the cost and expense of handling and con- ducting the freight traffic on said freight terminals in the city of St. Louis, including interest at the rate of six (6) per cent, per annum upon the value of all engines employed thereon, to be ascertained at the. time such engines are emplo)'ed in the service, during the time they are so employed, shall be charged to maintenance and operation ol' the s;iilic within and for the city and State aforesaid, appeared K. C. Simmons, to me personally known, who, being duly sworn, did say that he is the President of The Missouri, Kansas & Eastern Railway Company, a corporation organized and existing under the laws of the State of Missouri, and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation, by authority of its iJoard of Directoi's, and said E. C. Simmons acknowledged the said instrument to be the free act and deed of said corporation. In Witness Whereof, I have hereunto signed my name, and affixed my notarial seal, the day and year last above written. My commission exj-yires April 7th, 1895. JOHN S. KING, [seal] Notary Public. State of New York, City and County of New York, \ u. On this 19th day of April, A. D. 1893, before me. a notary public within and for the city, county and State aforesaid, appear- ed H. C, Rouse, to me personally known, who, being duly sworn, did say that he is the President of the Missouri, Kansas & Texas Railway Compaii)', a corporation organized and existing under the laws of the State of Kansas, and that the seal affixed to said instrument is the corporate seal of said cor[)oration, and that said instrument was signed and sealed in behalf of said corporation, by authority of its Board of Directors, and said H. C. Rouse acknow- ledged the said instrument to be the free act and deed of said corporation. In Witness Whereof, I have Jiereunto signed my nani'^, and affixed my notarial seal, the day and year last above written, My commission expires March 30tli, 1894. J AS. B. SWAIN Jr.. [seal] Notary Public. Kings County, N. Y. 15 S'i'ATK OF Massachusetts, ] > ss. County of Suffolk, ) On this 21st day of April, A. D. 1898. l)etbre me, u notary public within and for the county and State aforesaid, appeared C. E. Perkins, to me personally known, who, being duly sworn, did say that he is the President of The Chicago. Burlington & Quincy Railroad Company, a corporation organized and existing under the laws of the State of Illinois, and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corpora- tion, by authority of its Board of Directors, and said C. E. Perkins acknowledged the said instrument to be the free act and deed of said cC'rporation. In Witness Whereof, I have hereunto signed my name and affixed my notarial seal, the day and year last above written. My commission expires June 8th, 1894, WM. J. LADD. [seal] Notary Public. 16 lY Union News Company Agreements -OF- May 9th, 1893. AND January 1st, 1894, BETWEEN Missouri, Kansas & Texas Railway Company, The Missouri, Kansas & Texas Railway Company of Texas, AND Tlie Union News Company of New Yorli. SYNOPSIS AGREEMENT Missouri, Kansas & Texas Railway Company, The Missouri, Kansas & Texas Railway Company of Texas AND The Union News Company of New York. Covering Lunch Rooms and Train Privileges. Lunch Rooms. DATE: May 9th, 1893. PERIOD: 10 years. EXPIRES: May 9th, 190o, unless sooner terminated by sixty days' notice by Railway Company or six months' notice by News Company. TERMS: Railway Compan}^ will provide the necessary buildings and fixtures. News Company will provide the necessarj^ cooking utensils, movable furniture and skilled help. Net profits to be divided equally ; News Company to bear all losses. Monthly settlements. Train Privileges, DATE: January 1st, 1894. PERIOD : 2 Years. EXPIRES: January 1st, 1896, unless sooner terminated by ninety days' notice by either party. TERMS: News Company will pay $10,000 per annum payable in equal monthly installments, and $4.85 per mile per annum for each additional mile. 1/ ®lli.$i 3ifltf.CmtUtt made this ninth day of May, Eiglitecn Hundred aiid Ninety-three, between the MISSOUlU, KANSAS & TEXAS RAILWAY COMPANY, party of the first part, and TIIK UNION NEWS COMPANY 'OF NEW YOPtK, party of the seeond part. WITNESSETFI: Tliat whereas the part}^ of tlie first part desires to phace in spec.ifie cnstody the management and control of its several Dining Halls and Lunch Rooms, and their appurtenants, now erected, or hereafter to be erected and placed along its entire railway and leased or operated lines, except at Muskogee, Indian Territory, and Denison, Texas, and WHEREAS^ the party of the second part is desirous of having the custody, business and management of such Dining Halls, and Lunch Rooms, and the appurtenances thereof. NO W THEREFORE, in c;onsideration of the premises, and of the sum of one dollar paid interchangeably to and by the parties hereto it is mutually promised and undertaken by and between the said parties, to-wit: FIRST. The party of the first part agrees that the party of the second part shall, during the term of this agreement, have tlie exc]usi\-e right and privilege of keeping and maintaining the dining and lunch rooms along the entire lines of railway owned, controlled, leased or operated by the party of the fii'st part, and said privilege shall not include the sale of intoxicating liquors. SECOND. The party of the first part agrees to provide suitabh; build- ings, with all necessary stationary fixtures and appurtenances, for dining rooms and lunch rooms at such point as said first party may select on iU lines oi railway, or on lines controlled, leased or operated by it; sucli fixtures to include all permanent appliances, sucli as counters, shelving, sinks, drains, sewer connections, gas fitting and ]ilnmbing, and keep the same in good condition and repair. TRUiD. The party of the first part further agrees to receiv^e and carry, free, on passenger trains over its lines, all the provender supplies and articles recpiired by the party of the second part, and to fur- nish free transportation for all help or employes of the party of the second ])art, that may be necessary in the Ijnsiness (Contem- plated. .FOURTH. The party of the first part agrees to give to party of the second part, immediate possession of the dining or lunch rooms, at Parsons, Kansas, and Greenville Texas, so far as it lawfully may, and to erect suitable buildings for dining halls or lunch stands, or both, as soon as it is reasonably convenient to party of the first part, after the beginning of this agreement, at the stations on its lines to- be selected by it; said dining halls and lunch rooms to be for the exclusive use of the party of the second part hereunder. FIFTH. The party of the first part further agrees that it will not permit the serving of meals or light refreshments, to passengers or others on its trains by other than the party of the second part, except in sleeping or dining cars attach^ed to its trains, and that it will not allow the sale of eatables, light refreshments, or serving of meals at any of its stations, except at Muskogee, Indian Territory, and Denison, Texas, by any person or persons otlier than the party of the second part. m CONSIDERATION iov the permission and license and privileges above granted, the party of the second part hereby agrees as follows, to wit ; (a) That it will forthwith equip such dining rooms and lunch rooms herein mentioned, (or that may be provided hereafter by the party of the first part) with a sufficient line of first class material and necessaiy cooking utensils, table linen, cut- lery, and all other necessary movable furniture and fixings required for first class service, with skilled help to run and operate same. (h) And further agrees to keep accurate books of account of said business, and to furnish the party of the first part with state- ments of same, at such time as it may desire. (c) And to divide all the net profits realized in said business, with the party of the first part, one-half to each party hereto, but said first party shall not be liable for any loss tiiat may be incurred in said business, and said first party shall have the right to supervise the accounts and workings of said business, in such manner as it may desire. (d) That said party of the second part will conduct the dining rooms and lunch rooms, in a first class manner, to the satisfac- tion of the party of the first part, and its patrons, and will furnish such reasonable bond to perforin its undertakings here- in, as the party of the first part may recpiire. (e) At the termination of this contract, the party of the second part, agrees to return to party of the first part all of the premises and property acquired by it by virtue of this agree- ment in as good condition, reasonable wear and tear excepted, as when it received the same. (f.) That during the period of this agreement, it shall not and will not assign, sell or transfer this agreement, or any interest here- in, to any other person or persons whomsoever, without the con- sent of the party of the first part, and the party of the second part shall and will from time to time, and all times hereafter, indemnify and save harmless, and defend the party of tlic first part and their successors, from and against all claims, demands, damages, suits, actions, costs, chai-ges and payments of money, which may arise out of, or which the said party of the first part may be subjected to by reason of any loss of life, property, or injury to persons or property which may be sufiiered or sustain- ed by or occur to the said parties of the second part or either of them, or by, or to any of their agents or employes whilst in, at, about, or upon any of the stations, platforms, premises or cars of the party of the first |)art, and howsoever arising, whether from the negligence of the employes of the first party or otherwise. It is agreed that the party of the first part, may terminate this agreement by giving sixty days notice to the ]mrty o[ the second part of its intention so to do, and the party of the first })'irt agrees, in that event, to purchase all fixtures, furniture, aiid untcnsils of every description used by said second parties in the conduct of the business herein contemplated ; the value of said fixtu es, furniture and utensils. to be fixed by arbitration, each party to choose one arbitrator, and they to choose a third, provided they cannot agree, the decision of said third arbitrator to be final and binding on l)oth the first and second parties hereto. It is further agreed tliat the party of the second part shall have the right to terminate the agreement u])on giving six months notice to the paily of the first part, of its intention so to do. This agreement shall contiinie in force "for a period of ton years. Signed in triplicate. IN WITNESS WHEREOF, the said parties of the first and second parts have hereunto subscribed their names, at St. Louis, in the state of Missouri, the day and year first abovr written. MISSOUEI, KANSAS & TEXAS RAILWAY CO. ]iy TIIOS. C. PURDY, Witness: Second Yicc-President. JOSEPH M. BRYSON. THE UNION NEWS COMPANY, [seal] Vyy W. H. WILLIAMS, Witness: General Manager. J. J. FOX. l^ ®hi;5 ^gtClfttKUt, made and entered into this tlie 1st day of January, 1894, bv and between the MISSOUEI, KANSAS & TEXAS RAILWAY COMPANY, and THE MISSOUKI, KANSAS & TEXAS RAILWAY COMPANY OF TEXAS, parties of the first part, and THE UNION NEWS COMPANY OF NEW YORK, party of the second ]xart. WITNESSETH: That the parties of the first part, for and in consideration of the sums of monej'' to be paid and of the covenants and agree- ments to be performed by the party of the second part, as herein- after set forth and specified, hereby grants permission and license to the party of the second part, to sell, by itself or its agents and employes, such newpapers, periodicals, books, confections, fruits, cigars, tobacco, as the parties of the first part may from time to time approve of, at all the stations and on all passenger trains of the Missouri, Kansas & Texas Railway Compaiiy,and The Missouri, Kansas & Texas Railway Company of Texas, running on any and all lines of railway owned, leased, operated or controlled by said Companies, provided : that the sale of tobacco and cigars is and shall be limited to smoking cars on said trains. Lines and Branches now under operation are as follows : Hannibal to Denison 576.55 Parsons to Junction City 157.51 McAlester to Mines 4.61 Atoka to Coalgate 15.00 Stevens to Paola 130.06 Denison to Henrietta 112.28 W hite-sboro to Ft. Worth 71. 18 Ft. Worth to Houston 327.18 Belton to Echo 7.12 San Marcos to Smithville 52.07 Denison to Mineola 102.59 G-reenville to Dallas 52.43 Denton to Dallas 37.62 Dallas to Hillsboro 66.20 Trinity to Colmcsneil 66.55 Denison to Sherman 10 37 Texas Junction to New Franklin . . 16L70 1951.02 Also upon passenger trains as soon and as long as they shall "he established thereon, Between Texas Junction & St. Louis 24.1)0 " Houston and Galveston 50.00 " Paola and Kansas City 43.00 117.60 2068.62 The parties of the first part farther grant to tlic I'arty of the second part, the privilege of free transportation over the lines of their railroads above mentioned, for all newspapers and other arti- cles, above specified, intended for sale on the lines of said railways, which permission, license, and privileges are granted upon the following conditions, namely ; FIRST. News Agents and clerks on trains and in stations must be clothed in uniform apparel, to be first approved by the parties of the first part. SECOND. ^rhey must be neat and clean in their person and attire, po- lite to passengers, and to others with whom they come in contact, and in all matters shall, while on any of the trains of the Miss- ouri, Kansas and Texas Railway Company, or Missouri, Kansas and Texas Rail w a}' Company of Texas, be subject to the discipline of the conductors thereof. THIRD. When soliciting sales, agents shall not be permitted to annoy passengers but may announce in a low tone of voice on each car, the article oiiered. FOURTH. Only one news agent shall be allowed on each train. FIFTH. Agents' trunks must be placed on the train in the baggage car, or at any other location as shall be designated by the con- ductor, not less than than ten minutes before the time for depar- ture of trains, and must not be removed from their assigned position on the train, at the end of the runs until after all pass- engers have alighted from cars and passed from the platform. 9 SIXTH. News agents and employes in stations sliall be subject to the conditions hereof, so far as"^the same shall be applicable,- except that thej shall be subject to the discipline of the depot master or agent in charge. SEVENTH. No prizes or gift packages, or obscene or indecent, or other objectionable matter shall be offered for sale or permitted on trains, or in book stands, in or about any stations on any of said lines of railroad. EIGHTH. Any Superintendent, Depot Master, Station Agent or Con- ductor, shall have the right at any time to eject from the premises, property, stations or cars, on any of said lines of railroad, any news ao-ents or employe of the party of the second part, wlio shall in any manner misbehave or be unruly, or be unmannerly, or rude to passengers, or any others in, at or upon said premises, property, station or cars, or shall otherwise violate or fail to comply with any of the conditions hereof. NINTH. The parties of the first part shall have the right of censorship over all newspapers, books, })eriodicals and all other matters and things offered by said agents or employes for sale under this agreement, and shall have the right to prohibit the sale of any that it may deem obscene, indecent or otherwise objectionable, which right may be exercised by the parties of the first part through such of its agents and employes, as it may designate for that purpose. TENTH. In consideration of the license, privilege and permission above granted, the party of the second part hereby agrees and covenants with the parties of the first, that it will construct and place in such of the passenger stations along said lines of railroad as may be designated and approved by said parties of the first part, appropriate stands and counters for the sale of articles as above mentioned ; provided, however, that each of said stands and counters shall be of such description and shall be placed in 10 such position as mny be [i])pro\e(l l)^" the parties of tlie first })art; and the party of the second part hereby agrees and covenants to l^eep said stands and coiuiters neat, clean and in good oixler and condition, and as a furthei' consideration lor said permission, license and |)rivilege, the party of the second p;irt hei'cby coven- ants, agrees and binds itself to pay, or cause to be })aid to the parties of the first part, for the term hereinafter mentioned the sum of Ten Thousand Dollars (.^10,(100) })er aimum, tiie same to be paid in equal monthly installments in advance, on the lirst of each month during the continuance of this contract, and for all increase in mileage of said lines, dui'ing the life of this contract, an additional amount of Four & 85/100 Dollars ($-1.85) })er-mile per-annum shall be ])aiil in monthly installments by the ])arty of the second part, to the parties of the first part for each additional mile of railway, o])eratcd by the parties of the lirst part. The said j)arty of the second part further covenants luid agrees that it will not assign, sell or transfer this contract, or any license or privilege hereb}^ granted, nor any interest therein to any other person or persons whomsoever, and tluit it will, from time to time, and at all times hereafter, indemnify and save harndess and defend the })arties of the (irst])art, their successors or assigns, and all other persons and companies owning any interest in any of the aforesaid railroads, for and against all losses, claims, de- mands, suits, actions, costs, charges and payments of money w^hicli may arise out of, or which the parties of the first part, their suc- cessors or assigns, or tlie persons of or others interested in any of said lines of railway may l)e subjected to by reason of any loss of life or pro})erty or injuries to person or pro])er1y which may be suffered or sustained by or accrue to the ]^arty of the second pait, or b}^ or to any of its agents or employes whilst in, at, about or upon any of the tracks, stations, platforms, premises, properties or cars of any of the aforesaid lines of railway, arising either from the negligence of the enq^loyc^s u])on any of said lines (^f I'ailway or otherwise. The party of the second ])art further agj'ces to give such security for tlie faitliful performance of tlie conditions of this agreement as will be satisfactory to the jiarties of the first part, oi' tlieir successors or assigns. ELEV^ENTH. This agreement shall take eU'ect January 1st, 189-1, and shall continue for two years from said date unless this agi'cement shall be terminated under the following provisions : 11 (a.) The parties of the first part, or their successors or assigns, shall have the riglit at any time, upon giving the party of the second part ninety days notice in writing of their intention so to do, to terminate annul and cancel this agreement and revoke the permission, license and privileges hereby granted, and at the expiration of said ninety days after such notice, this aoreement shall be absolutely tei-minated, annulled and can- celled, and said party of the second part shall, and it hereby covenants that it will thereupon forthwith withdraw all of its ao-ents, employes, property and effects from the stations, prem- ises, properties and cars of all the lines of railway herein above mentioned, and that it will surrender and deliver to the parties of the first part, or their successors or assigns, the quiet possess- ion of any and all premises and property of each and all of said lines of railway, which may then be occupied or held by the party of the second part, or by its agents or employes, under and by virtue of this agreement ; and if such withdrawal shall not be made, and such posession be not delivered as aforesaid, then the parties of the lii'st part or their successors or assigns, by and through such agents and employes as they may designate for the purpose, shall have the right to eject said party of the second part, and all of its agents and employes from all of the aforesaid premises and property, and take possession thereof without any legal process or proceedings whatever (b.) The part}'' of the second part shall have the right to terminate this agreement at any time upon giving ninety days notice of its intention so to do to the parties of the first part, or their suc- cessors or assigns, provided, however, that the party of the second part shall not be released from its agreement to make monthly payments until it shall fully and completely surrender possession of all the property of any and all of said lines of rail- way which it may have occupied, and have withdrawn from said railways all of its agents and employes, and provided further : that if the party of the second j)art shall elect to terminate this asreement as herein provided, and the ninety days notice given therefor shall expire before the end of any month, that the partv of the second part shall not be entitled to any rebate or reduction from the monthly payment that would be due according to the terms hereof, on the first of said month. It is further agreed by the parties hereto, that if the party of the second part, shall at any time fail to make any monthly pay- ment in advance, as hereinbefore provided, promptly when the same amount is due, according to the terms hereof, then such failure shall, at the election of the parties of the first part, or their 12 1 successors or assigns, forfeit tliis contract and all permissions, license and privileges hereinbefore granted, and the party of the second part agrees and binds itself that in case of said forfeiture it will at once upon the written demand of the parties of the first part, or their successors or assigns, immediately surrender the peaceable possession of any and all of the property of any of said lines of rail- way belonging to, leased or operated, or in any way controlled by the parties of the first part, which it may then be occupying, and that it will immediately withdi-aw therefrom all of its agents, emj^loyes, property and effects, and that if it shall fail to promptly and immediately surrender the possession of said property and with- draw therefrom as aforesaid, the parties of the first part, or their successors or assigns, shall, through such agents as they may designate for the purpose, have the right to take possession of all of said premises and property, and to eje(!t the party of the second part, its agents, employes, property and effects therefrom without any legal j)i'Ocess or proceedings whatsoever. IN WITNESS WHEREOF, the parties hereto haveexecuted this contract in triplicate, either of which may be considered as the original, by affixing their hands and seals the day and year first above written. MISSOURI, KANSAS & TEXAS RAILWAY CO. By THOS. C. PURDY, Vice-President & Gen'l Manager. THE MISSOURI, KANSAS & TEXAS R'Y CO. OF TEXAS, By THOS. C. PURDY, Second Vice-President. THE UNION NEWS COMPANY, (SEAL) By W. H. WILLIAMS, General Manager. Witness : C. E. WILLIAMS. 13 19 )emson& Washita Valle} Contract and Lease July IStli, 1893, BETWEEN The Deiiisoii & Washita Valley Railway Comi)any, The Missouri, Kansas & Texas Railway Company of Texas, Missouri, Kansas & Texas Raihvay Company. SYNOPSIS OF AGREEMENT BprrwEEN The Denison & Washita Valley Railway Company, The Missouri, Kansas & Texas Railway Company of Texas AND Missouri, Kansas & Texas Railway Company, Covering joint use of terminal property of the Denison 8f Washita Valley Raihvay Company in Texas, and lease of its railroad in the Indian Territory. DATE: July 13th, 1893. PERIOD : 50 years. EXPIRES: July 13th, 1943. TERMS : $60,000 per annum, payable semi-annually, January 1st and July 1st. 5lilli.$i ^i^rrnneWt, made this l.Stl. day of July, 1893, by and between THE DENISO:!^ & WASHITA VALLEY KAIL- WAY COMPANY, a Corporation oi'ganized and existing under and by virtne of the Laws of the Stat<.^ oE Texas, hei'cinafter called the "Wasliita C^ompanv," party of tlie first part, TH E MISSOUKT, KANSAS & TEXAS EAILWAY COMPANY OP TEXAS, a corporation organized and existing under and by virtue of the Laws of the State of Texas, hereinafter called tlie "Texas Com- pany, " party of the second part, and the MISSOURI, KAlNSAS & TEXAS RAILWAY COMPANY, a corporation organized and existing under and by virtue of the Laws of the State of Kansas, hereinafter called the "Kansas Company," party of the third part. WITNESSETH, as follows : WHEREAS, the Washita Compau}- has acquired large quan- tities of valuable real estate in and about the City of Denison in the State of Texas, and has improved the same, and expended large sums of money in said improvements to render said real estate valuable for terminal facilities; and WHEREAS, the terminal facilities so ac(]uired, are in excess of the needs and requirements of the Washita Company, for the proper conduct of its raili'oad and the transaction of its present business; and WHEREAS, the ^Pexas Conqjany has not at present sufficient- terminal facilities in the City of Denison, to properly transact its business as a railroad, and desires to acquire additional terminal properties and facilities to enable it to properly transact its busi- ness, and to avoid the present existing congestion offi-eight at Denison, and the danger to life and limb which arises from the insufticiency of its terminal facilities, and the delays and danger consequent upon the congestion of its freight traffic as aforesaid ; and WHEREAS, the terminal facilities owned and not lequircd by the Washita Company, as aforesaid, are amply sufficient to meet the existing and future needs of the Texas Company, above recited ; and WHEREAS^ the Kansas Company is interested as a connect- ing line in obtaining for the Texas Company proper and adequate terminal facilities in the City of Denison for the purpose of enabling said Coinpan}^ to properly and promptly I'eceive, trans- jDort and deliver freight to and from the jwint of connection of the line of road of the Kansas Company with that of the Texas Company ; and WHEREAS^ the Kansas Company for the reasons herein recited, and in consideration of a lease to it by the Washita Company of the latter Company's line of railroad extending from Atoka in the Indian Territory to Coalgate in said Territory, and also in consideration of the Washita Company permitting the Texas Company to use and enjoj^ the terminal properties and facilities owned by the former compan}^ in so far as said use and enjoyment may not interfei'e with the proper conduct and trans- action of the Washita Company's business as a railroad company, to pay to the Washita Company the sum of Sixty Thousand Dollars per annum, during the period of this agreement and the term of said lease, as hereinafter more fully set forth ; and WHEREAS the Washita Company, for the purpose of securing the payment of the interest on its bonds issued and to be issued, is ready and willing to permit the said Texas Company to use and enjoy the terminal facilities and propei'ties owned by it, as aforesaid, upon the terms and conditions hereinafter pro- vided, so long as the same shall not interfere with its own operation of its railway. NOW, THEREFORE, in consideration of the foregoing, of the mutual covenants herein contained, and the sum of One Dollar by each party hereto in hand paid to the other, the I'eceipt whereof is hereby acknowledged, it is hereb}^ mutually covenanted and agreed by and between the parties hereto as follows : FIRST. The Washita Company hereby covenants and agrees that for the period of fifty years from the date hereof, it will permit the Texas Company jointly with itself to use, occupy and enjoy the terminal properties and facilities owned by it in the City of Denison and vicinity in the State of Texas, to be jointly used, occupied and enjoyed by said Texas Company for terminal pur- poses and facilities only, such joint use, occupancy and enjoyment to be had by said Texas Company in so far and only to such extent I as sliall not interfere in any way with the use, occupancy and enjoyment of the same by the Washita Company, necessary and requisite to the proper conduct of its raih-oad and the transaction of its business. The property which said Texas Company is hereby permitted to jointly use, occupj^ and enjoy, being described as follows: Beginning at the intersection of the line between the Harden Jones and Wm. Caruthers Headrights surveys, which is also the west line of the City of Denison, and the south right of way line of what has heretofore been known as the Sherman, Denison & Dallas Hail way, fifty (50) feet from and perpendicular to the center line thereof; thence southwesterly along said right of way line, parallel to and fifty (50) feet from the center line of the said Sherman, Denison & Dallas Eailway to a point fifty (50) feet from and perpendicular to said center line at Station 17 plus 60 of the location of said Railway ; thence westerly, at fifty (50) feet cross- ing the center line of said Railway at Station 17 plus 60 thereon, one hundred (100) feet to a stake on the west right of way line of said railway ; thence north twenty (20) degrees fifteen (15) minutes west six hundred and seventy-seven and seven-tenths (677 7-10) feet to a stake four hundred and fifty feet (450) from the centre line of The Missouri, Kansas & Texas Railway of Texas, thence north sixty seven (67) degrees tAventy (20) minutes west on a line parallel to and four hundred and fifty (450) feet from the center line of The Missouri, Kansas & Texas Railway of Texas for about six thousand six hundred and twenty-seven (6627) feet, and continuing this tangent six thousand six hundred and twenty- seven and twenty-seven hundreths (6627 27-100) feet more or less to a point in the line between the pi'operty A. R. Collins and J. J. Feater, thence north seventy-six (76) degrees ten minutes (10) west five hundred and fifty-eight and eight-tenths (558 8-10) feet, thence north eighty-four (81) degrees, thirty (30) minutes, west three hundred and seventy-four and four-tenths (374 4-10) feet, more or less to a point in the south right of way line of the said Missouri, Kansas & Texas Eailway of Texas, fifty (50) feet from and perpendiculai- to the center line thereof at Station 181 plus 58 thence northerly at fifty (50) feet, crossing the center line of said railway at station 181 plus 58 thereon; one hundred (100) feet to a stake in the north line of said right of way, thence north seventy-nine (79) degrees east five hundred and fifty-six (556) feet to a point on the south side of the alley between Bond and Walker Streets of the City of Denison produced, thence north eighty four (84) degrees east along the south side of said alley produced three hundred and forty-four (344) feet, more or less, to the line between the properties of A. R. Collins and J. J. Frater, thence south six (6) degrees thirty (80) minutes east along the western limits of the property of J. J. Frater, thirty- six and seven-tenths (36 7-10) feet; thence south eighty three (83) degrees thirty minutes (30) east four hundred and sixty-five (465) feet; thence south seventy-five (75) degrees thirty (30) minutes east, four thousand three hundred and eighty-six and five-tenths (4386 5-10) feet to a stake distant six hundred and ninety-one and four-tenths (691 4-10) feet north fifty-five (55) degrees thirty (30) minutes enst from the right of way of The Missouri, Kansas & Texas Railway of Texas; thence north fifty five (55) degrees thirty (30) minutes east at seven hundred and one and nine-tenths (701 9-10) feet, more or less, crossing the southwest corner of Chas. E. Stephens' property, one thousand three hundred and ninety-two and four-tenths (1392 4-10) feet, more or less, to a point on the east line of said Chas. E. Stephens' property, two hundred and fifty-six and five-tenths (256 5-10) feet, to a stake. Thence north eighty-four (84) degrees east, one thousand one hundred and fifteen (1115) feet, more or less, to a point. Thence southeasterly to the intersection of the east right of way line of said railroad and a line between the Haeden Jones and Wm. Caruthers Headrights surveys, which is also the west line of the City of Denison; thence south six (6) degrees east along said Head- rights survey line, nine (9) feet, more or less, to the northeast corner of the property of the Denison Land and Investment Company. Thence south thirty-six (36) degrees thirty (30) minutes west, nine hundred and twenty-nine and four-tenths (929 4-10) feet, at seven hundred and sixty-six and four-tenths (766 4-10) feet, crossing the line between the properties of the Denison Land and Investment Company and Mr. S. E. Shannon to a point on the west line of the Mrs. S. E. Shann<3N property; thence south six (6) degrees five (5) minutes east along the west line of Mr. S. E. Shannon's property five hundred and ninety- two (592) feet, more or less, to Mrs. S. E. Shannon's southwest corner, also Henry Capelle's northeast corner, thence south eighty two (82) degrees, forty-five (45) minutes west along the north line of the Henry Capelle property six hundred and twenty and six-tenths (620 6-10) feet, more or less, to his northwest corner. Thence south six (6) degrees five (5) minutes east, at four hundred and seventeen and five- tenths (417 5-10) feet, more or less, crossing Henry Capelle's southwest corner, four hundred and thirty seven (437) feet, more or less, to a point four hundred and fifty feet (450) from and perpendicular to the center line of The Missouri, Kansas & Texas Railway of Texas; thence south ."-ixty 6 seven (67) degrees twenty (20) minutes east parallel to and four hundred and fifty (450) feet north of the tangent of said Eailway, one thousand two hundred and fifteen (1215) feet, more or less, to a stake in the south line of Owings Street, in the City of Denison produced ; thence north eighty four (84) degrees east one hundred and ninety (1.90) feet, more or less along said south line of Owings Street, produced to the line between the Harden Jones and the Win. Caruthers Headright survej^s ; thence south six (6) degrees east along said Headright line, four hundred and fif- teen feet (415) more or less, to the pLace of beginning, which line is also the west boundary line of the city of Denison. And also the following to wit: Beginning at a point in the western boundary line of the City of Denison, where said Denison and Washita Valley Railway crosses said boundary line ; thence fifty (50) feet or the full width of the secured right of way on each side of the center line of said railroad as now constructed, to a point where it connects with the main line of said Missouri, Kansas and Texas Railway of Texas, north of Denison ; and such other lands of The Denison and Washita Valley Railway Company as may be adjacent to or connected with either of the above described tracts ; all in the County of Grayson and State of Texas except- ing, however, and reserving from the operation of this agreement all tracks and side tracks of said Missouri, Kansas and Texas Railway Company of Texas, and the right of way therefor upon or included within the limits of the above described ground, sacli right of way being one hundred (100) feet in width, of which the center line of said tracks and side tracks is the center. For moi"e accurate description and more convenient refer- ence, the parties will hereto attach maps or plats showing the property intended to be herein described. SECOND. The Washita Company hereby covenants and agrees that it will renew its permission to the Texas Company, to use, occupy and enjoy the property above described, for the period of fifty years alter the expiration of this agreement, upon the terms and conditions as in this agreement provided, at the option of the Texas Company. THIRD. In consideration of the use, occupancy and enjoyment of said property, as in Articles First and Second of this Agreement, provided, and the use and occupancy by the Kansas Company of 7 the Eailway of the Washita Company, in the Indian Territory, the Texas Company hereby covenants and agrees that it wil] cause to be paid by the Kansas Company, and said Kansas Com- pany, hereby covenants and agrees that it will pay to the Washita Company^ or to such person or persons, corporation or corporations, as it may designate, tlie sum of Sixty Thousand Dollars per annum, in two equal semi-aanual payments, on the first days of February and August in each and every year, and provided in the contract of lease as to the railway in the Indian Territory made b}' and between the Washita Company and the Kansas Company, bearing date the 13th day of July, 1893, and the Kansas Company will either make such payments to the Manhattan Trust Company of New York in the City of New ,York, such semi-annual payments to be applied to the payment of the interest upon the bonds of the Washita Company outstand- ing at the time of any such payment, or if such bonds are held as collateral security for the payment by the Washita Company of an amount of the bonds issued by the Southwestern Coal and Improvement Company, a corporation organized and existing under and by virtue of the laws of the State of West Virginia, equivalent in amount thereto, then said sum of Sixty thousand dollars is to be paid by the Kansas Company, to the Farmers Loan and Trust Company in the City of New York, on the first days of January and July in each and every year during the time said bonds are held as collateral security as aforesaid, and to be applied by it to the payment of the interest on the bonds of said Southwestern Coal and Improvement Company, to secure which the bonds of the Washita Company have been plcd^d, or the Kansas Company may itself pay the interest on said bonds and such payment of the interest of the bonds of the Southwest- ern Coal and Improvement Company, shall extinguish the oljligation and cancel the coupon of the Washita Company then the next coming due. FOURTH. It is hereby mutually covenanted and agreed that if at any time during the continuance of this agreement, or of any exten- sion thereof, there shall be a default in the payment of any one or more of the semi-annual payments in said preceding Article provided, and such default shall continue for the period of six months after such semi-annual j^ayment shall become due and payable, as herein provided, then and in that event, this agreement at the option of the Washita Company, shall cease, and the Washita Conipanj^ sLall have the right forthwith to enter upon and take possession of the property above described, and to eject the Texas Company, its officers, agents or representatives there- from, and to use, occupy and enjoy said property with the same force and effect and in the same manner as though this agree- ment liad never been made. Nothing herein contained shall be taken in any way to prevent the Washita Company from waiving any such default, and by such waiver continuing this agreement, and the covenants herein con- tained, as a binding obligation upon the Texas Company. FIFTH. The Washita Coni])any hereby covenants and agrees that on the termination of this agreement by reason of the expiration of the time herein provided, or by reason of a default in the preceding Article provided, the Texas Company may, at its option, renew the same for the period of fifty years, upon the same terms and conditions as herein provided, and, in case the termination of this agreement is occasioned by reason of a default, as above mentioned, then and in that event, the Texas Company shall have the option at any time within the period of six months after the expii'ation of such six months default, of renew- ing the same for the term of fifty years, upon the terms and con- ditions as herein provided, and upon the Kansas Company's paying the installment or installments of annual rental, upon the default in the payment of which this agreement shall have been terminated. SIXTH. The Texas Compau}^ and the Kansas Company hereby covenant and agree that the right to re-enter upon default, as above provided, shall not be or be taken to be in any way a waiver on the part of the Washita Compau}^, of any rights or remedies which it may have, either in law or in equity, against the Texas Company, or any other person or persons, corporation or corportions, growing out of or being based upon this agree- ment, or the covenants therein contained, all of wdiicli rights or remedies, and any or all of them, the Washita Compau}^ hereby expressly reserves to itself. IN WITNESS WHEREOF the parties hereto have caused their coi-porate names to be signed by their Presidents or Vice- Presidents, and their corporate seals to be affixed and attested by their Secretaries or Assistant Secretaries, all being thereunto duly authorized, the day and year first above written. THE DENISON & WASHITA VALLEY RAILWAY CO. [seal] By W. B. MUNSON, President. Attest : C. G. HEDGE, Secretary. THE MISSOUEI, KANSAS & TEXAS RAILWAY CO. OF TEXAS. [SEAL] By H. C. ROUSE, President. Attest : C. G. HEDGE, Asst. Secretary. MISSOURI, KANSAS & TEXAS RAILWAY COMPANY. [SEAL] By WM. DOWD, Attest : Vice-President. J AS. B. SWAIN, Jr. Asst. Secretary. 10 2( Slli^ 3Jn(UutUte, made this 13th day of July, 1893, between THE DENJSON& WASHITA VALLEY EAILWAY COMPANY, a corporation organized and existing under and by virtue of the Laws of the State of Texas, party of the first part, and the MISSOURI, KANSAS & TEXAS EAILWAY COM- PANY, a corporation organized and existing under and by virtue of the Laws of the State of Kansas, party of the second part ; WITNESSETH, as follows : That for and in consideration of the sum of One Dolhir, paid by the party of the second part to the part}^ of the first part, the receipt whereof is hereby acknowledged, and in consideration of a certain contract bearing even date with these presents, between the parties hereto and The Missouri, Kansas & Texas Railway Company of Texas, and of the covenants therein specified, and the agreement of the party oE the second part to pay in each and every year the sum of Sixt}' Thousand Dollars ($60,000) as there- in provided, it is covenanted and agreed between the parties hereto as follows, that is to say: FIRST. The party of the first [)art hereby grants, demises, leases and sublets for the term of fifty years from the date of these presents, to the party of the second part, upon the terms hereinafter men- tioned, the following described property, in part heretofore owned by it, and in part convej'^ed to it by the party of the second part, namely : A line of railway in the Indian Teri-itory commgncing at Atoka in said Territory, at or about its junction with the main line of the party of the second part, and running thence in a northwesterly direction, a distance of fifteen miles, more or less to Coalgate in said Indian Territory, together with all the appur- tenances of said railway, thereunto appertaining or belonging, and such rolling stock, depots, stations and all other property, real and personal, connected with or appertaining to said railway or belonging to said party of the first part, as may be necessary for the operation of said line of railway from Atoka to Coalgate, as aforesaid. 12 SECOND. Tlie right and privilege is hereby given to the party of tlie second part to renew, if it so desires, this lease at the expiration thereof, for the period of fifty years upon the same terms and conditions as herein provided. THIRD. In consideration of thi.s instrument, and of tlie terms and conditions thereof, the party of the second part hereby covenants and agrees to pay to the party of tlie first part, or to such otlier person or persons, corporation or corporations, as it may designate, the sum of Sixty Thousand Dollars {$60,000) as a, rental of the property hereby conveyed, and for certain terminal facilities granted by the party of the tirstpartto 'i^he Missouri, Kansas& Texas Railway Company of Texas,as in said contractof even date herewith provided, said sum to be paid in two equal semi-annual payments, on the first days of February and August in each and every year, and to be paid to the Manhattan Trust Company of New York, in the city of New York, or to the Farmers' Loan & Trust Com- pany as may be determined, such semi-annual payments to be applied to the payment of the interest upon all of the bonds of the party of the first part outstanding at the time of any such payment, and if such bonds are held as collateral security for the payment by the party of the first part of the bonds issued by the Southwestern Coal and Inprovement Company, a corporation organized and existing under and by virtue of the laws of the state of West Virginia, equivalent in amount thereto, then said sum of Sixty Thousand Dollars ($60,000) is to be paid annually to the Farmers' Loan & Trust Company in the City of New York, and to be applied by it to the payment of the interest on the bonds of said Southwestern Coal & Improvement Company, said sum of Sixty Thousand Dollars ($60,000) to be paid in two equal semi-annual payments on the first days of January and July in each and every year daring the continuance of said pledge of the bonds of the party of the first part as collateral security for the payment of the bonds of the Southwestern Coal & Improvement Company, as aforesaid, or may be paid direct to the coupon holders of such bonds by the party of the second part, at its own office in the City of New York as it, the Kansas Company, may determine. 13 FOURTH. During the term of this lease, the party of the second part shall hold, possess and enjoy all the property, both real and personal, hereby leased, or intended to be leased, provided, how- ever, that if at any time during said period the party of the second part shall default in making any one or more of the semi-annual payments in the preceding Article provided, and shall continue said default for the period of six months after any one of said semi-annu- al payments becomes due and payable, as herein provided, then and in that event this lease, at the option of the party of the first part shall cease, and the party of the first part shall have the right forthwith to enter upon and take possession of the premises con- veyed herein to the l)arty of the second part, on making equitable pi'ovision for the betterments made by the party of the second part, and to eject the party of the second part, its officers, agents or representatives, therefrom, and to enjoy and occupy such pro- perty with the same force and effect, and in the same manner as though this instrument or lease had never been made. JBut nothing herein contained shall be taken in any way to prevent the party of the first part from waiving any such default, and by such waiver continuing this instrument and the covenants herein contained as a binding obligation upon the party of the second part. FIFTH. Upon the termination of this lease, by reason ui the expira- tion of the term thereof, or by reason of a default, as in the pre- ceding Article provided, the party of the second part may, at its option, renew the same for the period of fifty years, upon the same terms and conditions as herein provided, and in case the termination of this lease is occasioned by reason of a default as above mentioned, then and in that event, the party of the second part shall have the option, at any time within the period of six months after the expiration of such six months default, of renew- ing this lease, for the term of Hfty years, uj^on the terms and con- ditions as herein provided, and upon its paying the installment or installments of annual rental, upon the default in the payment of which this lease shall have been terminated. SIXTH. The right of entry upon default, as above provided, shall not be or be taken to be in any way a waiver on the pail of the [);irty 14 of the first part of any rights or remedies which it may have either iu law or in equity, against the party of the second part or any other person or persons, corporation or corporations, growing out of or being based upon this agreement or the covenants there- in contained, all of which rights or remedies are hereby expressly reserved by the party of the first part. SEVENTH. The party of the second part hereby agrees to keep up and maintain the efficiency of the road hereby leased, in as good con- dition as it now is, and in such condition that it may at all times perform its public and private service and duty as a common carrier. m WITNESS WHEREOF, the parties hereto luive caused their corporate names to be signed and their corporate seals to be afiixed by their respective Presidents or Vice-Presidents, and Secretaries or Assistant Secretaries, thereunto duly authorized, on the day and year first above written. THE DENISON & WASHITA VALLEY KAILWAY CO. By W. B. MUNSON, [seal] President. Attest : J. T. MUNSON, Secretary. MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, By H. C. ROUSE, [seal] President. Attest, C. G. HEDGE, Secretary. 15 The State of Texas, ) County of Grafson, ( Before me, J. R. Handy, a Notary Public within and for the County and State aforesaid, on this day personally appeared W. B. MuNSON, the President, and J. T. Munson, the Assistant Secretary of The Den i son & Washita Valley Railway Company, personally known to me to be the persons whose names are subscribed to the foregoing instrument, and severally acknow- ledged to me that they executed the same for the purposes and consideration therein expressed, and said W. B. MuNSON, as such President, and J. T. Muxsox, as such Assistant Secretary, each acknowledged such instrument to be the act and deed of the corporation The Denison & Washita Valley Railway Company aforesaid. Given under my hand and seal this 13th dav of July, A. D., 1893. J. R. HANDY, [seal] Notary Public, Grayson Co., Tex. 16 1 stable Car Agreements OF- ISTovembei? , 1890, December 20th, 1893, -BETWEEN Streets' Western Stable Car Line, AND Missouri, Kansas & Texas Railway Company. ') SYNOPSIS AGREEMENT BEIWEKN Streets' Western Stable Car Line, AND Missouri, Kansas & Texas Railway Company, Covering purchase of 550 Stable Cars, and the use of 550 additional Cars. DATE: December 20th, 1893. PERIOD: 5 years. EXPIEES: December 20tli, 1898. TERMS: Mileage, three-fourths of a cent per car per mile. Customary appliances for feeding stock along the line to be erected by car line. 550 cars to be purchased at $740, per car, deliveries to be made January 25th, 189'!, and quarterly there- after, according to amounts standing to credit of Railway Company from net earnings of said 550 cars on foreign lines. In case such net earnings fall below $L00, per car per annum, Railway Company shall have the right to pay in cash balance due on said undelivered cars. Said cars when delivered to be in good order and repair and equipped with air- brakes and couplers. Railway Company had taken title to 247 stable cars, December 31st, 1895. Zl ;is Pemofandiuttt of '^t^ttmmt, made ami entered into this twentieth day of December, A. D. 1893, by and between the STREET'S WESTERN STABLE CAR LINE, a corporation organized and existing under the laws of the state of Illinois, hereinafter designated as the "Car Line," party of the first part, and the MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, hereinafter designated as the "Railway Company," party of the second part. WITNESSETH, that WHERE AS, there now exists between the parties hereto two agreements each taking effect December 17th, 1890, both of said agreements having been executed as between Street's Western Stable Car Line, as of the first party, and Geo. A. Eddy and H. C. Cross, Receivers of the Missouri, Kansas & Texas Railway, as of the second party, one of which agreements, providing amongst other things for the furnishing by the party of the first part to the party of the second part of certain patent improved stock cars known as Street's Stable Cars upon the terms as recited therein, the other being an additional agreement, providing for the purchase by the party of the second part from the party of the first part, of a certain five hundred fifty (550) Street's stable cars and for the manner of payment therefor, and also as to the delivery by bill of sale or other proper instrument of conveyance of the said five hundred fifty (550) Street's Stable Cars, at the time and in the manner as prescribed in said additional agreement, and WHEREAS, it is agreed to change the method of procedure as to the delivery of said Street's Stable Cars to the Missouri, Kansas & Texas Railway Company, and also arrange more effect- ually for the carrying out of the various details of said agreement, NOW THEREFORE, the said Car Company and the said Railway Company, for and in consideration of the mutual benefits to be derived and compensation to be paid and the covenants and agreements to be respectively kept and performed as hereinafter mentioned and contained, do hereby covenant and agree each with the other, as follows, to wit; FIRST. Upon Januury 25tli, A. D. 1894:, or us soon thereuftei- as practicable, the party of the first part shall cause to be delivered to the party of the second part at a point or points upon said second party's line of railroad, such number of the five hundred and fifty (550) Street's Stable Cars which under the additional agreement hereinbefore referred to, have been purchased by the party of the second part from the party of the first part, as the agreed price per car, seven hundred and forty (740) dollars, is contained in the amount standing to the credit of said second party on the books of the first party, under the additional agreement aforesaid, at the close of the year 1893, and upon the twenty-fifth day of each month, immediately following the close of each quarter of one year thereafter, or as soon thereafter as practicable, similar delivery shall be made to the party of the second part of such number of the five hundred and fifty (550) Street's Stable Cars remaining undelivered as the agreed price per car aforesaid is contained in the amount standing to the credit of the second party on the books of the first party, as earnings under the terms of the additional agreement aforesaid for the quarter of one year immediately preceding on the undelivered cars. SECOND. The delivery of cars from time to time as provided for above shall operate to extinguish the amount to the credit of the Railway Company used to determine the number of cars to be de- livered excepting that the fractional amounts remaining sliall be carried forward. THIRD. All cars delivered shall be free from any lien or encumbrance of any nature or kind whatsoever, and shall be conveyed by bill of sale or other proper instrument of conveyance. FOURTH. The five hundred and fifty (550) cars herein referred to are now contained in the equipment of the Street's Western Stable Car Line and are numbered as follows : Cattle or single deck cars, numbered 3500 to 3999 both in elusive. Double deck cars, numbered 5053 to 5102 botli inclusive. It shall not be obligatory that delivery shall be made in nu- merical order, but the party of the first part shall include in the deliveries made from time to time a pi'o-rata proportion of the double deck cars. FIFTH. When all of the iiv^e hundred and fifty (550) cars herein I'eferred to under this agreement have been delivered, then this agreement and also the two agreements dated December 17th, 1890, and referred to herein, shall terminate and come to an end, provided that should the net earnings on the cars remaining in possession of the party of the first part for any one calendar year, fall below one hundred (100) dollars per car, it is understood and agreed that the Eailway Company may at any time thereafter, complete the purchase of all or any of the five hundred and fifty (550) cars which it has contracted to purchase, by paying in cash the balance of the purchase price due thereon, after crediting the liailway Company with all sums due from the Car Line for earnings due on cars as provided in the said second contract of December the seventeenth 1890, and such completed purchase shall operate to terminate this contract and the two contracts of December the seventeenth herein referred to, subject, however, to the further condition and agreement, that in no case shall such cash purchase operate to annul this contract so far as the same relates to the use by the Railway Company of the cars of the first party until the expiration of five years from date hereof, or until the close of the calendar year in which such cash purchase is made if after five years from the date hereof SIXTH. The cars delivered to the Railway Company as herein pro- vided shall be subject in every respect to the possession and control of said Railway Company, or its assigns, forever, but said cars shall, during the life of the patents owned and controlled by the Street's Western Stable Car Line, or its assigns, bear promin- ently thereupon on the exterior of said cars in full view the words "Built under Street's Western Stable Car Line patents." SEVENTH TKe cars to be delivered to the Railway Company as herein provided, shall be in good order at the time of such delivery, and be subject to the inspection of the Master Car Builder of the Rail- way Company, and shall be equipped with the devices as to air brakes and couplers as specified in the agreement of December seventeenth, 1890, herein referred to, but in making such inspection the age of said cars shall be recognized and properly allowed for. EIGHTH. Inasmuch as it is mutually desired that during the life of this contract, so far as it is practicable so to do, the cars of the party of the first part alone be used by the party of the second part for the transportation of live stock over its lines, and in connection with other carriers whenever it is the case that the equipment owned by the party of the second part is insufficient and inasmuch as it is agreed by the party of the first part, that it will at all times furnish with reasonable promptitude, the cars necessary for the purpose described by de- livery of the same, j^roperly carded, to the railway lines connecting with the line of the party of the first part, the cars thus furnished from time to time to the party of the second part, for the purpose of transportation of live stock over its lines and in connection with other carriers, shall be operated in the same manner and be subject, so far as connecting lines are concerned, to the same conditions as would apply to cars owned and controlled by the party of the second part, and should it develop that in order to accomplish this result it is necessary that some distinguishing mark in the form of a lettered sign, or otherwise, be affixed to said cars tempor- arily to remain thereupon while being in use for the purpose afore- said, the said party of the first part shall make suitable provision therefor. NINTH. Nothing contained in the foregoing sections shall be construed as applying to the mileage earnings of three-fourths of one cent per mile, accruing and belonging to the party of the first part for each mile said car may run over the lines of the said second party hereto, or its connections and other railwav lines. 6 TENTH. Two thoTisand two hundred and fifty (2250) shall be the number of cars which the party of the first part shall be obligated to place in the service in the manner pi'ovided at any one time. ELEVENTH. Cars furnished by the party of the first part to the party of the second part, as provided in sections eight, nine and ten thereof shall, when returned by the party of the second part be in as good order and condition as when received, fair wear and tear alone excepted. TWELFTH. It is hereby agreed that all clauses contained in the two agreements of December 17th, 1890, hereinbefore referred to, which conflict with this agreement, are hereby annulled. THIRTEENTH. It is further agreed that in case the parties hereto are unable to agree as to any of the terms of, or matters or things mentioned in this agreement, then the matter in dispute shall be referred to arbitrators consisting of three persons, selected as follows: One person to be chosen by each of the parties hereto, and such person so chosen shall select an arbitrator, pi'ovided, however, that none of the arbitrators shall be in the employ of either of the parties hereto, and provided further that such arbitrators shall be persons skilled in railway operation ; the decision of such arbitrators or the majority of them shall be final and conclusive upon the parties hereto. FOURTEENTH. This agreement shall take eflf'ect on the date hereof, and continue thereafter as provided herein. IN TESTIMONY WHEREOF, the said parties of the first and second part have caused these presents to be signed in the manner as shown the day and year first above written. L8 STKEETS WESTERN STABLE CAR LINE. By J. N. FAITHORN, Vice-Pres. & Gen'l Manager. Subject to the approval of the President k Board of Directors of the Street's Western Stable Car Line. MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, By THOS. C. PURDY, Vice-Pres. & Gen'l Manager. EXHIBIT "A." ^gtC^lUCHt made this day of November, A. D. 1890, by and between STEEET'S WESTERN STABLE CAR LINE, a corporation organized and existing under the laws of the State of Illinois, hereinafter designated as the "Car Line" party of the first part, and GEORGE A. EDDY and H. C. CROSS, Receivers of th.e MISSOURI, KANSAS & TEXAS RAILWAY, duly appointed and acting as such, under orders of the United States Circuit Court for the district of Kansas, in certain equity causes therein pending, wherein the Mercantile Trust Company is plaintiff, and the said MISSOURI, KANSAS & TEXAS RAILWAY COMPANY and others,are defendants, and in another certain equity cause in said court pending, wherein the Union Trust Company of New York is plaintiff, and the said MISSOURI, KANSAS & TEXAS RAILWAY COMPANY and others are defendants, and hereinafter designated as "Receivers" party of the second part; and as this contract is made, as will appear by its terms, so that it may extend beyond the period of the Receivership of said Receivers and is for the benefit of the MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, the said company is hereinafter designated as the Missouri, Kan- sas & Texas Railway Companj^ or the "Railway Company;" WITNESSETH : that whereas, the Car Line is engaged in the business of operating certain improved stock cars known as " Street's Stable Cars," the construction and operation of which cars are protected by certain Letters Patent of the United States, for the transportation of live stock, and furnishing the said cars to railroad companies, coi-porations, firms or persons engaged in the raising, sale, purchase or shipment of live stock, in consider- ation of certain agreed compensation, and WHEREAS: the said Receivers desire to avail themselves and the Missouri, Kansas & Texas Railway Company of the use of said cars and of the improvements under said Letters Patent in transporting live stock over the various lines of railroad of said Railroad Company. NO W, THEREFORE, the Car Line and the Receivers for themselves and for said Missouri, Kansas & Texas Kailway Com- pany, for and in consideration of the covenants and moneys here- inafter mentioned to be kept, performed and paid by the parties hereto respectively, do hereby covenant and agree to and with each other as follows, that is to say : FIRST. The Car Line shall provide at its own sole cost and expense and shall place in use on the lines of railroad of the Missouri, Kansas & Texas Railway Company free of any expense to the Receivers or said Railway Company other than herein provided for, but subject in all respects to the terms and conditions here- inafter expressed, 550 of its improved stable cars. SECOND. The Receivers shall procure to be furnished by the Car Line 550 additional cars of the improved stable cars of the Car Line, which said cars so constructed shall conditionally be the property of the Receivers and the Missouri, Kansas & Texas Railway Com- pany. THIRD. The said 1100 cars mentioned in paragraphs first and second hereof, shall be constructed after the latest improved patterns and designs of the Car Line, and shall be provided with a standard freight car truck, as per specifications of Master Car Builder of the said Receivers and the said Railway Company, and shall also be equipped with the Westinghouse Automatic Air-Brake of the latest improved design, and the Gould or Janny freight car coup- ling of the Master Car Builders' Association, whichever the Re- ceivers may direct. Said cars shall also be constructed in accor- dance with the plans and specifications therefor furnished by the Car Line, except as above specified ; and, in the construction thereof, shall be subject to the inspection of the car Inspectors of either or both parties hereto. All of the cars herein referred to shall be lettered and numbered in the car equipment of the Car Line and also shall be lettered and numbered in the car equip- ment of the Missouri, Kansas & Texas Railway Company. The 550 cars so to be procured to be furnished by the Receivers, shall be numbered from to inclusive, and the 560 cars to be furnished by the Car Line shall be numbered from 2400 10 to 2699 and from 2800 to 2999 and from 5000 to 50^0 inclusive. The 550 cars to be furnished by the Car Line are to be in first class condition and subject to the inspection of the Master Car Builder of the Receivers and the Railway Company before being accepted. FOURTH. In case the 1100 cars hereinbefore referred to shall, in the opinion of the Receivers or the Missouri, Kansas & Texas Rail- way Company, at any time be insufficient to transport over the lines of the Railway Company all live stock which the Receivers or the Railway Company wish to transport, then and in that case tiie Car Line agrees to furnish to said Receivers or Railway Com- pany, promptly upon their demand, such additional cars of the Car Line's construction as shall be sufficient in the opinion of the Receivers or the Railway Company, to transport all such live stock over the lines of the Railway Company. The 1 100 cars herein mentioned and the additional cars mentioned in this paragraph of this agreement, will hereinafter be referred to as " equipment." FIFTH. The Car Line hereby covenants and agrees to and with the Receivers and the Missouri, Kansas & Texas Railway Company ■that the Car Line shall for all time indemnify, protect and save harmless the Receivers and the said Railway Company of and from any and all claims and demands, costs, charges or expenses for infringement or alleged infringement of the patents by any person or persons, firm or corporation, by reason of the consti'uction or use by the Receivers and said Railway Company of the cars of the Car Line under the terms hereof. Provided that the Receivers or the Railway Company shall give due notice to the Car Line of any Claim of infringement or damages, and also permit the Car Line to defend and resist any such claim in the name of the Receivers or Railway Company or otherwise, but at the sole cost and expense of the Car Line. SIXTH. The Receivers and the Missouri, Kansas k Texas Railway Company hereb}^ agree to pay to the Car Line as compensation for the use of the equipment hereinbefore referred to, at the times and in the manner that payments are made to railroad companies for the use of the cars interchanged, the sum of three quarters (3/4) of a cent per car j^er mile for each and every U mile, that any or all of the cars belonging to tlie said equipment shall run over tlie lines of railroad of the said Railway Company, and will furnish daily reports to the Car Line, of the movements of said cars upon the railroad lines of said Railway Company. All the cars of the Car Line delivered to and received by the Receivers or the said Railway Company in the usual course of business, by connecting carriers for transportation over its lines of railroad, shall be paid for by the Receivers or the said Railway Company, to the Car Line, at the rate of three quarters (3/4) of a cent per car, per mile, for each and every mile run over the lines of the Railway Company. The Receivers or the said Railway Company shall not be held responsible to the Car Line for any mileage compensation beyond the limits of its own line of railroad. Li case the Car Line desires, for its own convenience or pur- poses, to transfer over the lines of the said Railway Company any of its cars, the Car Line shall pay the Receivers or the Railway Company therefor, at the rate chargeable between railways for the transfer of cars belonging to railway companies. SEVENTH. All customary appliances required at any point on the line of the said Railway Company, for the proper watering and feeding of live stock in such cars, shall be erected by the Car Line at the expense of the Car Line, at places to be approved by the Receivers, or the Greneral ]\[anager, or General Superintendent of the Rail- way Company. The water necessary for the watering shall be furnished by the Receivers or the Railway Company. The Re- ceivers or the said Railway Company shall not use or permit any part of the equipment herein provided for, to be used for the handling of other freight than live stock, except by the consent of the Car Line, unless such other freight will not injure or destroy the interior appliances of said cars. The Receivers, or the said Railway Company, shall furnish free personal transportation to the officers or necessary agents of the Car Line, over the lines of railroad of the Railway Company when such persons are engaged in the actual business done, or to be done, upon or over the lines of the said Railway Com- pany, and to the extent necessary to care for such business properly and efficiently, and to maintain the cars of said equip- ment as required by the terms of this agreement. The Car Line will, and does hereby assume all risk of dam- age to its officers, emploj^ees, agents and servants while the same are carried free on or over the lines of i-ailroad of the Railway 12 i Company, ami it sluxll save the Eeceivers and tlie said Railway Company free and harmless from all damages and costs arising from and growing out of any accident or casualty to any such officer, emplo3'e, agent or servant while being transported over the lines of railroad of the said Railway Company, no mat- ter how such accident or casualty mav arise. EIGHTH. Whenever the 550 cars so to be procured to be furnished by the said Railway Compan}', as hereinbefore referred to in para- graph second of this agreement, are not in use and are not necessary to carry on the business for the transportation of live stock on the lines of the said Railway Company, they shall be at the disposal of the Car Line, and may be used by said Car Line for the transportation of live stock therein over any other lines of railroad in the United States. The 550 cars to be furnished by the Receivers, or the Railway Company shall not be subject to re- moval from the line of the Railway Company by the Car Line, except by the consent of the said Railway Company. Said Car Line hereby agrees to pay to the Receivers and the Railway Company (to the receivers during the period of the receivership and afterwards to the said Railway Company) as rental for the use of said 550 cars, such a sum per year, per car. for each of said 550 cars as shall be equal to the yearly average net earnings per car of all the cars owned, leased or operated by the Car Line, whether upon the lines of the Railway Company or else- where. 'Vhe payment of said sum hereinbefore last mentioned shall be made by the Car Line to the Receivers, or the said Railway Com- pany c[uarterly on the first days of January, April, July and October of each year, which quarterly payment shall be according to the estimates of the Car Line of the net earnings per car, but the actual amount of said payment shall be finally determined and ascertained on the first day of January of each year, by then computing the average net earnings per car of all the cars of the Car Line, regardless of where the said cars shall have been operated for the year ending on that day, and final settlement and adjustment shall then lie made on that basis, and the books of account of the Car Line, containing the date from which said average net earnings per car are arrived at, shall at all reasonable times be open to the inspection of the Receivers, or Railway Com- pany, or any officer thereof, thereunto duly authorized by the Receivers, or the President, or General Manager or General Super- intendent of the Railway Company, in writing. NINTH. All cars mentioned in this agreement, when in use upon tlie lines of the said Eailway Company, and in need of repairs, shall be repaired by the Eeceivers, or the Railway Company and pay- ment shall be made for such repairs under the rules of the Master Car Builders' Association, as the same are applied to cars inter- changed between railroads, and belonging to Railroad Companies TENTH. All additional improvements or appliances which the Car Line shall make or use in its cars, which shall be secured by Letters Patent, either taken out by, or assigned to, or owned by said Car Line during the term of this indenture, may be made use of by the Receivers, or the Jiailwa^' Company, at any time here- after upon said 550 cars, without paying any additional compensa- tion therefor, and all such additional improvements and appliances shall, at the sole expense of the Car Line, be put upon the 550 cars to be furnished by the Car Line, whenever the Receivers, or the said Railway Company, shall so demand and without any further charge or rent therefor, to be paid by the Receivers, or the Railway Company. ELEVENTH. The Receivers for themselves, and the Railway Company hereby agree to permit all shippers of live stock upon and over the lines of railroad of the said Railway Company, to use all cars mentioned in this agreement upon the same terms of freight charges, rules and conditions as the Receivers, or the Railway Company, make and apply in the use of any live stock car of the same length. The Receivers for themselves, and the Railway Company, also agree that they will not, during the term of this indenture, make any other contract, arrangement or agreement for the use on the line of railroad of the Missouri, Kansas and Texas Railway Com- pany of any improved stock cars with any other corporation, firm or individual, that shall not be extended on equal terms to said Car Line. It is hereby understood and agreed that nothing in this contract shall be so construed as to prohibit the Railway Company from carrying live stock in other improved cars. The Car Line shall not make an}^ more favorable contract, or contracts, with any other line or lines of railroad, for the use of its stable cars, and shall not, directly or indirectlv. permit its cars to be used on any line of railroad on more favorble terms than U those herein contained. In the event that the Car Line shall directly or indirectly make with any other railroad company, firm, corporation, or individual, any more favorable terms for the use of its cars than are granted to the Railway Company herein, or shall lease, sell, or grant, the right to build and use the said cars upon other or more favorable terms than are herein contained, it shall at once notify the Receivers, and the said Railway Company, and give the said Receivers and Railway Company, equivalent rights and privileges, should the Receivers and the said Railway Com- pany desire the same. TWELFTH. It is further agreed that, in case the parties hereto are unable to agree as to any of the terms of, or matters, or things mentioned in this agreement, then the matter in dispute shall be referred to arbitrators consisting of three persons, selected as follows: One person to be chosen by each of the parties hereto, and such per- sons so chosen shall select a third arbitrator. Provided, however, that none of the Arbitrators shall be in the employ of either of the parties hereto, and provided, further, that said arbitrators shall be persons skilled in railroad operations. The decision of said arbitrators, or a majority of them, shall be final and conclusive upon the parties hereto. THIRTEENTH. This agreement shall take eft'ect and be in force for the period of fifteen (15) years from and after the date hereof. This is not, however, to become effective until approved by the United States Circuit Court for the district of Kansas, by proper orders made in the causes therein pending, wherein these Receivers were appointed. FOURTEENTH. The delivery of the 550 cars which are, by this agreement, the additional purchased by the Receivers, is to be made by the Car Line, between the first of February and the 31st of March, 1891 ; and the delivery of the other 550 cars belonging to the Car Line, is to be made between those dates. IN WITNESS WHEREOF, the said Street's Western Stable Car Line, has caused these presents to be signed by its President, and attested by its Secretary, and its corporate seal to be hereunto affixed, at Chicago, the day and year first above 15 i6 written, and the said GEORGE A. EDDY, and H. C. CROSS, Receivers of the Missouri, Kansas & Texas Railway, have hereunto set their respective hands and seals, as such Receivers the day and year first above written. STREET'S WESTERN STABLE CAR LINE, S. M. FISCHER, Attest : President. L. D. KNEELAND, Secretary. [seal] GEO. A. EDDY 1 Receivers, n. C. CROSS, ) M. K. & T. R'y. 16 I EXHIBIT "B." glriditiOnal glgmmCnt entered into this day of November, A. 1). 1890, by and between the STEEET'S WESTERN STABLE CAR LINE, a corporation organized and existing under the laws of the State of Illinois, hereinafter desig- nated as the "Car Company", party of the first part, and GEORGE A. EDDY, and H. C. CROSS. Receivers of the MISSOURI, KANSAS & TEXAS RAILWAY, duly appointed and acting as such under certain orders made in certain equity causes now pending in the United States Circuit Court for the district of Kansas, wherein the Mercantile Trust Companv is plaintiff, and the said MISSOURI, KANSAS & TEXAS RAILWAY, and others are defendants, and also in another certain equity cause in said court now pending, wherein the Union Trust Company of New York, is plaintiff, and the MISSOURI, KANSAS & TEXAS RAILWAY, and others, are defendants, hereinafter designated as the "Receivers" party of the second part: and the railroad company hereinafter referred to, is the MISSOURI. KANSAS & TEXAS RAILWAY COMPANY,and shall be designated as the "Missouri, Kansas & Texas Railway Company" or the "Railway Company": WITNESSETH: That whereas, the parties hereto have this day entered inta an agreement for the term of fifteen (15) years, regarding the us& of 1100 of Street's Western Stable Car Line cars, upon the lines of the Missouri, Kansas & Texas Railway Com])any, which agree- ment for additional particulars is hereby referred to, and which agreement provides, among other things, that the Receivers, or the said Railway Company, are to procui'e to be furnished 550 of said Street's Stable cars, to be operated as in said contract provided. AND^ WHEREAS, said agreement further provides, that the Receivers, and the Railway Compan}', are to pay to the Car Line as compensation for the use of said 1100 cars, at the time and in the manner that payments are made to the railroad companies for the use of cars interchanged, the sum of three-quarters (3/4) of a cent per car, per mile, for each and every mile that any or all of the cars belonging to said equipment run over the lines of raih'oad of the said Railway Company. 17 AND, WHEREAS^ said Receivers have agreed to purcliase the said 550 cars so to be furnished by them as aforesaid, from the Car Company for the sum of Seven hundred and forty dollars ($740) each, inclusive of all royalties, upon which said purchase the Receivers have agreed to pay to the Car Company in cash, the sum of Seventy five dollars ($75) each, per car, upon the delivery of said 550 cars, leaving a balance due to the Car Company, of Six hundred and sixty-five dollars ($665) upon each of said cars. NOW, THEREFORE, it is. agreed that the Car Company shall credit to the Receivers, upon its books, the payments to be- come due to the Receivers, and said Railwaj" Company, as fully provided and set forth in paragraph eight (8) of said agreement, at the times mentioned in said paragraph when said credits or payments are to be made, the various sums of money so to become due, and that whenever and as soon as the said credits, after allow- ing due charges of interest, as hereinafter provided, shall amount to the sum of Six hundred and sixty-five dollars ($665.) per car, and provided, further, that the Receivers, and the Railway Company, shall have kept and performed all the conditions and covenants of said agreement hereinbefore referred to, that then, and in that case, tiie Car Company, its successors, or assigns, shall cause to be executed and delivered to the Receivers, or the Railway Company, a bill of sale or other proper instrument of conveyance, conveying a good and sufficient title to said Receivers, or Railway Company, their successors, or assigns, to said 550 cars, which said bill of sale shall also be accompanied with proper deliveries of said cars to the Receivers, and liailway Company, their successors, or assigns. It is further agreed that the said Receivers, or the said Rail- way Company, may, at any time, pay the balance due on said 550 ■cai's. and thereby become the owners thereof; and, if the Receivers, •or the said Railway Company, shall select to pay the balance due, then the said Car Company shall account to the Receivers of the Railway Company, for the sum due for the use of said cars, as at the date of the quarter of the year succeeding the election of the said Receivers, or said Railway Company, to pay the balance due. It is further understood and agreed in said agreement hereto- fore referred to, on the part of the Receivers, or the Railway Com- pany, to use and operate said cars for fifteen (15) years from the date of the execution of said agreement, is one of the principal considerations to the Car Company, for the execution of this agreement. It is further agreed that the balances due the Car Company, shall bear interest at the rate of seven per cent (7^) per annum, payable semi-annually. 18 i zz\ This agreement to become effective, when authorized by the United States Circuit Court for the district of Kansas, by proper orders in the causes wlierein the said Eeceiverp were appointed. IN WITNESS WHEREOF, the said STREET'S WEST- ERN STABLE CAR LINE has caused these presents to be signed by its President, and attested by its Secretar}', and its cor- porate seal to be hereunto affixed, at Chicago, the day and year first above written, and the said GEORGE A. EDDY and H. C. CROSS, Receivers, as aforesaid, duly authorized thereto by the court, have hereunto set their respective hands and seals as such Receivers, the day and year first above written. STREET'S WESTERN STABLE CAR LINE, S. M. FISCHER, Attest, President. L. D. KNEELAND, Secretary, [seal] GEO. A. EDDY,) Receivers, H. C. CROSS, ) M. K. & T. R'y 19 } L6\ k Joint Yard Agreement, (GREENVILLE, TEXAS.) -OF- March 1st, 1894, BETWEEN The Missouri, Kansas & Texas Railway Company of Texas, AND The Sherman, Shreveport & Southern Railway Company, SYNOPSIS OF AGREEMENT BETWKEN The Missouri, Kansas & Texas Railway Company of Texas, AND The Sherman, Shreveport & Southern Railway Company, Covering Joint use of Yard and Station at Greenville, Texas. DATE: March 1st, 1894. PERIOD: 10 years from January 1st, 1894. EXPIRES: January 1st, 1904. TERMS: Repairs and renewals of freight and passenger . stations, and wages of station employes, to be divided on tonnage basis. Repairs and renewals, of yard buildings, main- tenance of switch engines, and wages of yard employes, to be divided on wheelage basis. Wages of joint dispatchers, operators and messengers to be divided, Missouri, Kansas & Texas Railway Company of Texas, Q0%'^ Sherman, Shreveport & Southern Railway Company, 401 Monthly settlements. 4 ®hi|5 ^g1^^t))lJ(ttt^ made and entered into tliis first day of March, 1894, by and between THE MISSOUEI, KANSAS & TEXAS EAILWAY COMPANY OF TEXAS, party of the first part, and THE SHERMAN, SHREVEPORT & SOUTH- ERN RAILWAY COMPANY, party of the second part; WITNESSETH: That whereas the parties hereto desire to participate jointly in the operation and maintenance of the station and yard facilities at Greenville, Texas, and to establish such a basis for division of joint expenses as will be just and equitable to both parties, there- fore it is agreed. FIRST. All tracks within yard limits, as indicated by " YARD LIMIT " boards, are to be considered joint yard tracks, except that in the yard of said second party near the shops, that only joint tracks shall be the tracks leading to the turntable siding No. 1 West, and sidings 1 and 2 East of the Main track of said second party. The tracks belonging to each company are to be shown by a map or plat attached hereto and made a part hereof. Each party hereto is to have the care and custody of, and do all necessary work on its own tracks and road bed, making no charge therefore against the other company unless same shall have been damaged by wreck or otherwise, other than ordinary wear and tear, in which event the party responsible for the damage shall pay the entire cost of such repairs, as may be necessary to restore said tracks, roadways or appliances to their former condition of usefulness. SECOiVD. The passenger station, freight house and platform, cotton platform, yardmaster's office, flagman's house, stock pens and track scales, and all other structures used by any joint employes are to be considered joint, (except as to ownership) and shall be in the custody of the party of the first part, which shall make all necessary betterments, renewals and repairs, and render bill against the party of the second part for its proper proportion, providing that said first party shall make no extraordinary better- ments or repairs, without first having obtained the consent of said second party. Said first party to keep said structures insured and shall be liable for any loss or damage to them by fire. All employes necessary to carry on the business of said joint station and yard to be in charge of and appointed by the party of the first part, subject to the approval of the party of the second part, except that each party is to employ, have charge of, and pay its own trackmen, THIRD. Wages of Agent and clerks, ticket agent, warehousemen and other station employes, cost of all betterments, and renewals and repairs to joint freight and passenger buildings, and every- thing pertaining thereto, including office furniture and fixtures, and incidental expenses for lights, fuel, &c., for said buildings, shall be divided on a tonnage basis. FOURTH. Wages of all yardmen, switch-enginemen, crossing watch- man, repairs to and running expense of switch-engines including oils, fuel, water, etc., electric or other lights, for crossings and switches, also cost of all betterments, renewals and repairs of all yard buildings shall be divided on a wheelage basis. Any revenue derived from switching is to be divided be- tween the parties hereto, on the regular wheelage basis. FIFTH. The train despatchers, operators and messengers shall be joint employes, appointed by the party of the first part, subject to the approval of the party of the second part, and be in charge of the movement of the trains of both parties hereto, over their respective divisions, and shall give neither company undue priv- ileges or advantages over the other, and shall receive orders from the proper officers of said companies, pertaining to the trains of their reypective companies only neither company to have any jurisdiction over the trains or business of the other. I The party of the first part shall pay the wages of said despatch- ers, operators and messengers, and furnish lights, ice and joint sup- plies required, and render a bill monthly against the party of the second part, for forty per cent (40^) of the total amount paid. SIXTH. Expenses arising from accidents in the joint yard, caused by road crews, to be paid by the company whose employes are at fault. In case of accidents caused by joint employes resulting in damage to engines, cars or other railroad property, or damage to property of, of injury to third parties, or of personal injuries to employes, the expenses arising therefrom to be divided on a wheelage basis. In case of damage to freight or baggage where it is impossible to ascertain which company is responsible, or of personal injury or damage to property, caused by joint station employes, the expense is to be divided on a tonnage basis. SEVENTH. The party of the first part shall furnish the switch engines required to do the switching for both companies, and be allowed credit therefor at the rate of ten dollars ($10.00) per day for each engine, the maximum for one month to be two hundred and fifty dollars ($250.00) Each company shall be charged its proportion of this rental as well as the cost of ordinary running repairs, and supplies on a wheelage basis. No charge is to be made for general overhauling. EIGHTH. Neither company shall make any charge for rental of build- ings or tracks. NINTH. Cost of labor and material for repairs to engines and cars, shall be charged to the company for which the work is done, at actual cost with ten per cent, added for superintendence, and use of tools ; but each company is to repair and clean its own cars and engines when practicable. Tenth. The party of the first part shall have the right to tarn witk its owa employes, its engines and cars on the turntable of the party of the second part, and shall pay therefor, its proportionate cost of maintenance of the same based on the number of times said turntable is used by both parties, and shall be responsible to said second party for all damage it may cause to said table other than ordinary wear and tear. ELEVENTH. Each company shall furnish water for its own road engines, and pay its proportion on wheelage basis, of cost of water fur- nished switch engines. TWELFTH. The manner of arriving at the percentages for division of expenses shall be as follows: All freight which passes through the yards without being handled by the station employes, is not to be included in tonnage statement. All freight received by The Missouri, Kansas & Texas Rail- way Company of Texas, and handled into warehouse, over plat- form, or transferred from car to car, is to be counted as Missouri, Kansas & Texas Railway Company of Texas received tonnage, regardless of whether it is for Grreenville proper, or to be forward- ed via The Missouri, Kansas & Texas Railway Company of Texas, or The Sherman, Shreveport k Southern Railway Company, or the St. Louis South Western Railway Company. All freight forwarded via The Missouri, Kansas & Texas Railway Company-of Texas, which has been handled through the warehouse, over platform, or transferred from car to car, is to be counted as Missouri, Kansas & Texas Railway Company of Texas forwarded tonnage, regardless of whether it originated at Green- ville or was received via The Missouri, Kansas & Texas Railway Company of Texas, or via The Sherman, Shreveport & Southern Railway Company or via the St. Louis South Western Railway Company. All freight received via The Sherman, Shreveport & Southern Railway Company and handled into warehouse, over platform, or transferred from car to car, is to be counted as Sherman, Shreveport & Southern Railway Company received tonnage, regardless of its destination. 6 All freight forwarded via The Sherman, Shreveport k South- ern Railway Company, which has been handled through the ware- house, over platform, or transferred from car to car, is to .b.e counted as Sherman, Shreveport & Southei-n Railway Company, forwarded tonnage, regardless of where it originated. All cars and engines which pass through the yard in through trains are not to be counted in wheelage statements. All cars received via The Missouri, Kansas k Texas Railway Company of Texas, except as above, are to be counted as Missouri, Kansas & Texas Railway Company of Texas, cars received, regardless of their destination. All cars forwarded via The Missouri, Kansas & Texas Railway- Company of Texas, except as above, are to be counted as Missouri, Kansas & Texas Railway Company of Texas cars forwarded, regardless of where they originated. All cars received via The Sherman, Shreveport & Southern Railway Company except as above, are to be counted as Sherman, Shreveport & Southern Railway Company cars received, regard- less of their destination. All cars forwarded via The Sherman, Shreveport & Southern Railway Company, except as above, are to be counted as Sherman, Shreveport & Southern Railway Company cars forwarded, regard- less of where they originated. This statement to include cars used in passenger and work ti'ains, caboose cars' and engines. THIRTEENTH. As soon as practicable after the last day of each and every month, either company having incurred any expense during that month, properly chargeable to the other, as hereinbefore provided, shall render to the other company a bill in detail therefor, and if for salaries paid, attach a copy of the original pay roll. Within thirty (30) days after receiving such bills the other company, if it finds them correct, shall pay to the company rendering them, the amounts as shown by said bills to be due. FOURTEENTH. If ajiy question shall hereafter arise in regard to any of the conditions of this agreement, upon which the parties hereto can- not agree, the matter shall be submitted to an arbitration committee of three disinterested persons, one to be selected by each of the 4U parties hereto, and the third by the two so chosen. The decision of any two of such committee to be considered final, and the matter in dispute shall be settled on the basis of such decision. FIFTEENTH. This agreement shall continue in eflfect for a period of ten (10) years from the first day of January, 189-1, except that it may be cancelled upon sixty (60) days notice in writing from either party to the other. IN WITNESS WHEREOF, the parties to this agreement have caused the same to be signed in duplicate by the respective General Managers, the day and year first above written. THE MISSOURI, KANSAS & TEXAS RAILWAY CO. OF TEXAS. By A, A. ALLEN, General Manager- THE SHERMAN, SHREVEPORT & SOUTHERN RAILWAY COMPANY. By F. W. FRATT, General Manager. Z4J Joint Track Agreement. [PAOLA TO KANSAS CITY.] Of ^pril 1st, 1894, -BETWEEN Kansas City, Fort Scott & Memphis Railroad Company AND Missouri, Kansas & Texas Railway Company. 2 i^^- SYNOPSIS AGREEMENT Kansas City, Fort Scott & Memphis Railroad Company, AND Missouri, Kansas & Texas Railway Company, Covering use of Joint Tracks, Paola to Kansas City, JfS miles. DATE : April 1st, 1894. PEEIOD : 99 years. EXPIRES : April 1st, 1993. TERMS: Fixed rental, $30,000 per annum. Proportional charge for maintenance and operation on whieelage basis. Interest charge on permanent additions or improve- ments, three per cent, per annum on cost. Monthly settlements. 4 MhtH ^Xtxdt^ of |lJ|tCement, Made and entered into this tliirteentli day of Marcli A. D. 1894, by and between the Kansas City, Fort Scott & Memj)his liailroad Company, a corporation organized and existing under the laws of the states of Kansas, ISIissouri and Arkansas, and hereinafter called the "Memphis Company" party of the first part; and the Missouri, Kansas & Texas Eailway Company, a corporation organized and existing under the laws of the State of Kansas, and hereinafter called the " Kansas Company," party of the second part. WITNESSETH : WHEREAS, the said Memphis Company is the owner, in possession of, and operating a line of railroad extending from Kansas City, Missouri, to Paola, Miami County, Kansas, thence in a southeasterly direction through Kansas, Missouri and Arkan- sas, to the City of Memphis in the State of Tennessee ; and WHEREAS, the said Kansas Company is the owner of or controls and is in possession of and operating tlie system of rail- roads known as the Missouri, Kansas & Texas Eailway System, extending from Hannibal, Missouri, and Paola and Junction City, Kansas, to Parsons, Kansas; thence in a southerly direction through the Indian Territory to the north line of the State of Texas, near Denison, Texas, with branches and auxiliary lines in the states and territories above named ; and WHEREAS, the railroad of the said Memphis Company connects at Paola, Kansas, and elsewhere, with the railroad of the said Kansas Company ; and WHEREAS^ a portion of the railroad of the said Memphis Company between Kansas City and Paola is already double tracked, and it is the intention in the future, as it may seem advis- able to double track the remaining portion of said railroad betweea said points ; also to improve the alignment and grades between Merriam Station and Olathe ; and WHEREAS, the said Kansas Company is desirous of secur- ing an entrance into Kansas City, Jackson County, Missouri, from Paola, Kansas, over the railroad of the said Memphis Company j and WHEREAS, tlie said Memphis Company is willing to grant to said Kansas Company the use of the railroad of said Memphis Company from the said City of Paola into Kansas City, Missouri, upon the terms and conditions hereinafter specified : NOW, THEREFORE, tlie parties hereto, each of them in consideration of the covenants and agreements of the other herein contained, do hereby covenant and agree with each other as follows: ARTICLE I. The Memphis Company hereby grants to the Kansas Com- pany for the term hereinafter stated the right to use as in this agreement provided, the main tracks of the Memphis Company between the junction of tlie railroads of both companies in or near Paola, Kansas, and the northerly line of the land of the Kansas City Belt Railway Company at the crossing of its tracks with the tracks of the Memphis Company in Kansas City, Missouri, and the necessary passing an■ ss. County of Jackson. ) On this 13th (hay of March, A. D., 1894, before me a Notary Pubhc within and for the County and State aforesaid, appeared George H. Nettleton, to me personally known, who, being by me duly sworn, did say that he is the President of the Kansas City, Fort Scott & Memphis Railroad Company, a corporation organized and existing under the laws of the States of Missouri, Kansas and Arkansas, and that the seal affixed to said foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directoi's, and said George II. Nettleton acknow- ledged said instrument to be the free act and deed of said corpor- ation. My commission as Notary Public will expire August 29, 1896. In witness whereof, I have hereunto set my hand and Notar- ial Seal the day and year first above written. JOHN H. CRANDALL, [seal] Notary Public within and for Jackson County, Missouri. 12 ZD. State of Ohio, ) - ss. County of Cuyahoga. ) On this 26tli day of March, A, D. 1894, before me, a notary pubhc within and for the County and State aforesaid, appeared H. C. Kouse, to me personally known, who, being by me duly sworn, did say that he is the President of the Missouri, Kansas & Texas Railway Company, a corporation organized and existing under the laws of the State of Kansas, and that the seal affixed to said foregoing instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said H. C. Rouse, acknowledged said instrument to be the free act and deed of said corporation. My commission as Notary Public will expire Oct. 8th, 1895. In Witness Whereof, I have hereunto set my hand and Notarial Seal the day and year first above written. WM. a TAYLOR, [seal] Notary Public in and for the County of Cuyahoga and State of Ohio. 13 First Modification of Joint Tracl< Agreement. WHEREAS, the undersigned, the KANSAS CITY, FT. SCOTT & MEMPHIS RAILKOAD COMPANY, as party of the first part, and the MISSOURI, KANSAS & TEXAS RAIL- AVAY COMPANY, as party of the second part, both being rail- road corporations, under date of March 13th, A. D. 1894, entered into a contract for the joint use of the former Company's tracks between Paola, Kansas, and Kansas City, Missouri, designated by them as a "Joint Track Agreement," under which said companies have been jointly using said tracks since April 1st, 1894; and, WHEREAS^ in operating thereunder both said companies have concluded that Article VIII thereof can be modified with advantage to both and so as to simplify accounting and to elimin- ate questions likely to arise as to the cost of repairs in certain cases of accidents. NOW, THEREFORE, in consideration of the mutual bene- fits to be derived by each from such modification the parties to said joint track agreement, whose names are hereto subscribed, agree as follows : That Article VIII of said agreement be modified so as to read as follows : ARTICLE VIII. In all cases of injury, loss or damage to persons or property arising in the use of said joint tracks under this agreement, each of the parties hereto shall be liable for its own negligence or will- ful wrongs, and for the negligence or willful wrongs of its officers and employees, except that when both the Kansas Company and the Memphis Company by themselves or their officers are at fault or negligent, or when the injury, loss or damage results from the acts of the joint employees, or from unknown causes, the cost and expense thereof shall go into the joint account as an operating expense, and be charged to the account of maintenance and operation provided for in the second subdivision of Article X. hereof, and each party shall pay its proportion thereof on a wheelage basis, as other operating expenses, and if either party hereto shall, at any time, pay or be compelled to pay any sum or sums for which another of the parties hereto is liable, such other party hereto agrees to fully indemnify it and reimburse to it such 14 SUba or sums, and all expense, loss and cost therein or connected therewith. Provided, however, that where loss or damage to rolling stock results from the fault of both companies or of their oncers, or from the acts of ^^ joint employees, " as the term is herein defined, or from unknown causes, each party to the contract shall replace or repair its own rolling stock, or such as may be at the time in its custody, or have the same done at its own cost, which shall be a final settlement of the matter as between the parties hereto, such expense not being divided between them on a loheelage basis. IN WITNESS WHEREOF, the parties hereto have caused their corporate names to be hereto signed by their respective Presidents, thereunto duly authorized by resolutions of the respective Boards of Directors of said companies, and their cor- porate seals to be hereto affixed and attested by their respective Secretaries this 21st day of September, 1894. KANSAS CITY, FT. SCOTT & MEMPHIS RAILROAD COMPANY. By GEO. H. NETTLETON, [seal] President. Attest CHAS. MERRIAM, Secretary. MISSOURI, KANSAS & TEXAS RAILWAY COMPANY. By HENRY C. ROUSE, [seal] President. Attest C. G. HEDGE, Secretary. 15 2M Freight Terminal Agreement. [KANSAS CI T Y, MO.] Of ..^pril l3t, IBQ^, BETWEEN Kansas City^ Fort Scott & Mempliis Railroad Company, AND Missouri, Kansas & Texas Railway Company. SYNOPSIS OF AGREEMENT BETWEEN Kansas City, Fort Scott & Memphis Railroad Company, Missouri, Kansas & Texas Railway Company, Covering Joint use of Freight Terminals at Kansas City. ►ATE: •BRIOD 'ERMS: April 1st, 1894. 6 years from April 1st, 1894, and thereafter until terminated by three years' notice by either party. Fixed Rental, $20,000 per annum, $23,000 per annum after April 1st, 1899. Proportional charge for maintenance and operation based upon number of cars handled. Proportional charge for labor in handling freight on tonnage basis. Interest charge on permanent additions and improve- ments based upon number of cars handled, at rate of six per cent, per annum on cost Monthly settlements. lhC$ie ^VticlCiS of ^(jltemrnt, Made and entered into this tliirieentli day of Mareli A. 1). 1894, by and between the Kansas City, Fort Scott & Memphis Ra'droad Company, a corporation organized and existing under the laws of the states of Kansas, Missouri and Arkansas, and hereinafter called the "Memphis Compau)^ " party of the first part; and tlie Missouri, Kansas & Texas Railway Company, a corporation organized and existing under the laws of the State of Kansas, and hereinafter called the " Kansas Company, " party of the second part. WITNESSETH: WHEREAS, the said Memphis Company is the owner of, in possession and operating a line of railroad extending from Kansas City, Missouri, to Paola, Miami County, Kansas, thence in a southeasterly direction through Kansas, Missouri and Arkan- sas,to the City of Memphis in the State of Tennessee ; and WHEREAS, the said Kansas Company is the owner of or controls and is in possession of and operating the system of rail- roads known as the Missouri, Kansas & Texas Railway System, extending from Hannibal, Missouri, and Paola and Junction City, Kansas, to Parsons, Kansas; thence in a southerly direction through the Indian f^erritory to the north line of the State of Texas, near Denison, Texas, with branches and auxiliary lines in the states and territories above named ; and WHEREAS, the railroad of the said Memphis Company connects at Paola, Kansas, and elsewhere, with the railroad of tlie said Kansas Company; and WHEREAS, the parties hereto have this day made and en- tered into articles of agreement for the use by the Kansas Com- pany of the railroad of the said Memphis Compan}^ between Paola, Kansas, and Kansas City, Missouri, to which agreement reference is hereb}'' had, and which is hereinafter referred to as the joint track agreement ; and WHEREAS, the said Memphis Company owns, is in posses- sion of, and operates certain freight yards ancl freight houses and other terminal facilities in Kansas City, Missouri, and Kansas City, Kansas, connected with its said railroad; and WHEREAS, the said Kansas Company is desirous of secur- ing for itself the joint use with the said Memphis Company of the aforesaid freight terminals and freight houses of the said Memphis Company in said cities, and of making provision for receiving, delivering and handling, cars and freight of the said Kansas Company in the said cities ; and WHEREAS, the said Memphis Company is willing to grant such use of said freight terminals, including side tracks, switches, freio-ht yards and freight houses, properties and lands appertain- iiig'thereto, to said Kansas Company, and to receive, store and de- liver, move and handle the cars and freight of the said Kansas Company in said cities as hereinafter provided : NOW, THEREEORE, the parties hereto, each of them in consideration of the covenants and agreements of the other herein contained, do hereby covenant and agree to and with each other as follows : AETICLE I. The said Memphis Company agrees to have ready for use. as hereinafter provided, at the time the parties hereto begin using the joint tracks provided for in the aforesaid Joint Track Agree- ment, and appertaining thereto and connected there witli, the freight terminals, including freight yards, side tracks, switches and freight houses, with the necessary lands to reasonably and expeditiously accommodate the freight business of the said Memphis Company and the said Kansas Company, and thereafter to maintain such facili- ties as the}^ now exist for the transaction of the freight business of the parties hereto during the period of this agreement ARTICLE 11. The said Memphis Company hereby grants to the Kansas Com- pany for the term hereinafter stated, the right to the joint use with the said Memphis Company of the freight terminals of the said Memphis Company in the Cities of Kansas City, Missouri, and Kansas City, Kansas, including the freight yards, side tracks, switches and freight houses, with the necessary lands and appur- tenances thereto belonging. The freight terminals, the joint use of which is hereby granted to the said Kansas Company, in existence at the time the use thereof under this contract begins, are shown by maps or plats attached hereto and made part hereof. Such additions and impi-ovements to said freight terminals aS may be made subsequent to the commencement of operations un- der this agreement, and of which, by this agreement, the said Kansas Company may become entitled to tlie joint use, shall be shown by maps or plats to be attached hereto from time to time, with appropriate endorsements thereon showing that they are parts of the freight terminals covered by this contract. By "freight terminals" when used in this agreement is meant the side tracks, tracks to private industries, switches, freight yards, freight houses and lands, and other facilities used and to be used in the freight business of the Memphis Company in the cities of Kansas City, Missouri, and Kansas City, Kansas. The said use hereby granted is only for the business of the said Kansas Company,includingall business delivered to it by connecting lines; provided, that the said Kansas Company shall not, under cover of this agreement, permit or provide for the use by any other railroad company of the said freight terminals. ARTICLE III. In order to preserve unity and avoid conflict in the operation of the said freight terminals in Kansas City, Missouri, and Kansas City, Kansas, it is agreed that the said Memphis Companj- shall move, store, handle, receive and deliver at, to and from its freight houses all the freight cars and freight of the said Kaustis Company while in, upon or about the aforesaid freight terminals in Kansas City, Missouri, and Kansas City, Kansas : and in the first instance pa}^ all the cost and expense thereof, and be reimbursed therefor by the Kansas Company, as hereinafter provided. ARTICLE IV. The said Memphis Company agrees to receive, move, store, handle and deliver at, to and from its freight houses on and from its freight terminals in the Cities of Kansas City, Missouri, and Kansas City, Kansas, all the freight traffic of the said Kansas Company in a reasonable and expeditious manner, and in a manner equally as expeditious and careful as the said Memphis Company handles its own freight traffic, and upon equal terms therewith. The said Memphis Company shall designate and set apart for the use of the freight traffic of the said Kansas Company adequate tracks, appro- priately situated, for breaking up and making up trains of the said Kansas Company, and shall designate and set apart for the use of the freight traffic of the said Kansas Company adequate and reason- able reception and delivery points or tracks, and a fair and adequate proportion of tracks for loading and unloading freight cars and storing freight, and a fair and adequate proportion of any and all other freight facilities and accommodations, owned or used by the said Memphis Company in connection with its freight terminals at Kansas City, Missouri, and at Kansas City, Kansas, including a reasonable, adequate and fair proportion of the room and. facilities of the freight houses of the said Memphis Company, taking into consideration the relative number of tons of freight bandied through said freight houses. The Memphis Company agrees to receive, move, store, h;mdle and deliver, as aforesaid, tha freight traffic of the Kansas Company for delivery or shipment, reasonabl}^ and expeditiously, and with- out any preference or discrimination in iavor of the freight traffic of the said Memphis Company over that of the same class of the Kansas Company. The Kansas Company shall appoint and pay its own Freight Agent at Kansas City and shall provide at its own expense for all clerical work needed in connection with the receiving from shippers and delivery to consignees of its freight, including billing, collect- ion of charges and similar work, and shall alone be responsible for them and their acts, but the Memphis Company shall furnish all laborers needed in handlins:, loa^iinu- and unloadin"; freight at the station, between cars and platform, at Kansas City, Missouri, such' laborers while engaged in such work to be under the direction of the Kansas Company. AETICLE V. The said Memphis Company shall keep true and just accounts, subject to the inspection of the said Kansas Company, of the cost and expense of the operation and maintenance of the said freight terminals in Kansas City, Missouri, and Kansas Citj', Kansas, and of all the freight traffic thereon. Such accounts shall be so kept as, among other things, to show the cost of the labor required m handling the freight traffic through the freight houses of said freight terminals, separately from the other costs of maintenance and operation of said freight terminals and freight traffic. AETICLE VI. The Memphis Companj' reserves the right to j)ermit other persons or corporations to use the said freight terminals in common with the companies parties to this Agreement, but such admission of others to a common use of the said freight terminals shall not obstruct or hinder the Kansas Compan}- in the fair and reasonable use of the rights granted to it by this contract, 6 Article vii. All persons engaged in the maintenance or operation of said freight terminals, and in handling the freight traffic thereon, as hereinbefore provided, except the Freight Agent and clerks pro- vided for in Section lY, shall, for the purposes of this Agreement, be regarded as tlie joint employes of the parties hereto, and of such other companies or persons as shall be admitted to joint use of such property. But if any pei'sons are engaged partly in the mainten- ance and operation of said freight terminals and the traffic thereon, and partly in service not connected with such maintenance and operation, then and in that case they shall be regarded as joint employes only to the extent of their engagement for the joint use and benefit of the parties hereto, and other parties using the said freiglit terminals, ARTICLE VIIL In all cases of injur}-, loss or damage to jjcrsons or property arising in the use of said freight terminals under this Agreement, each of the parties hereto shall be liable for its own negligence or willful wrongs, and for the negligence or willful wrongs of its officers and employes, except that when both the Kansas Company and the Memphis Company, by themselves or their officers or employes, are at fault or negligent, or when such injury, loss or damage results from the acts of joint employes, or from unknown causes, the cost and expense thereof shall go into the joint account as an operating expense, and be charged to the account of maintenance and operation provided for in the third subdivision of Article IX. hereof, and each party shall pay its pro- portion thereof on a wheelage basis as other operating expenses. And if either party hereto shall at any time })ay or be com- ])elled to pay any sum or sums for which the other party hereto is liable, such other party agrees to fully indemnify it, and reimburse to it such sum or sums, and all expenses, loss and costs therein, or connected therewith. ARTICLE IX. For the use of the freight terminals herein granted, and in consideration of the Memphis Company caring for and handling the freight traffic of the Kansas Company as herein provided on such terminals, the said Kansas Company agrees to pay to the Memphis Company, at the times, and in the manner as follows, to-wit : First: What shall be known as "Fixed Rental," which it is hereby agreed shall be Twenty Thousand Dollars ($20,000.) per year, payable monthly, the one-twelfth thereof being payable on the 15th day of May, 1894, for the montli of April, and on the 15th day of each and every month thereafter, during the continu- ance of this agreement. Second : What shall be known as "Interest Charge on Perman- ent Additions and Improvements" to said freight terminals. If during the existence of this contract the Memphis Company shall make reasonable permanent additions or improvement to the freights terminals in Kansas City,Missouri, or Kansas City, Kansas, covered by this contract, such as shall be properly chargeable to capital or constrnction account, and of which additions and improvements the said Kansas Company shall have and enjoy the use and benefit, then the Kansas Company agrees to pay to the Memphis Company a proportion, upon the basis of cars handled on said freight termin- als, of the interest from the time of disbursment for such permanent additions and improvements, at the rate of six (6) per cent per annum, upon all sums expended b}" the Memphis Company for such additions and improvements to said freight terminals. Third: What shall be known as " Proportional Charge for Maintenance and Operation " of the said freight terminals, and for the handling of the traffic thereon. All amounts disbursed by the Memphis Company during the last preceding calendar month, for or on account of the cost and expense of handling and conducting the freight traffic on said freight terminals in Kansas City, Missouri, and Kansas City, Kansas, including interest at the rate of six (6) per cent per annum upon the value of all engines employed there- in, to be ascertained at the time such engines are employed in the service, during the time they are so employed, shall be charged to maintenance and operation of the said freight terminals and hand- ling of the freight traffic thereon. All accounts disbursed by the Memphis Company during the last preceding calendar month for or on account of cost and expense of superintending, maintaining, caring for, protecting and operating the said freight terminals for freight purposes, including the insur- ance thereof, and amounts paid on account of taxes or assessments levied or assessed against the same, and for injury, loss or damage, as in Article VIII provided.shall be charged to the cost of mainten- ance and operation of freight terminals and handling of freight traffic thereon. It is understood however that no part of the salaries of the General Officers, Counsel or Attorneys of the Memphis Company, or other employes on the general pay roll of that company, and whose duties are not immediately connected with said freight terminals 8 and tlie traffic thereon, sliall be charged to the operation and main- tenance of said frei.uht terminals and traffic thereon. And the Kansas Compan}^ agrees to pay that propoi'tion of all the C3harges chargeable to maintenance and operation of freight terminals and the handling of freight thereon, which the numl)er of freight cars liandled on said freight terminals for the said Kan- sas Company, shall bear to the whole number of freight ears handled upon said freight terminals in said month for freight })nr- poses. The Kansas Company agrees to pay that ])roportion of the cost of labor required to handle freight through the freight houses of said freight terminals which the ninnber of tons of freight handled through said freight houses during each calendar monih, by or for the Kansas Company, shall bear to the whole number of tons of freight handled through said freiglit houses during said montii. On or before the fifteenth day of each month, the Memphis Com]:)any shall render to the Kansas Company a true statement showing the whole number of tons of freight liandled through the freight houses of the said freight terminals in Kansas City, Missouri, and Kansas City, Kansas, during the preceding calendar month, and the number of tons so handled for the Kansas Company, and also showing the total number of freight cars handled by it upon or over the said freight terminals in the Cities of Kansas City, Missouri, and Kansas City, Kansas, during the preceding calendar month, and the number of freight cars so handled for the said Kansas Company, and the amount due from that company as its proportion of the charges to be paid by it, as hereinbefore stipu- lated ; and the said Kansas Company agrees to pay to the Mem- phis Company the full amount thereof within thirty days thereafter. AETICLE X. All payments herein specified to be made by the Kansas Company shall be payable at the office of the Memphis Company in Kansas City, Missouri, in the lawful mone}^ of the United States. ARTICLE XL If at any time a difference should arise between the compan- ies parties hereto as to whether any one or more items charged by the Memphis Company to operation or maintenance of the freight terminals or to the handling of traffic thereof, or to permanent additions or to improvements thereof, have been properly charged against the Kansas Company, then the matter in dispute shall be 9 submitted to tliree arbitrators ; one to be selected by each party hereto, aud tlie other to be selected by the two arbitrators, and the decision of such arbitrators shall be final and conclusive upon the parties. AKTICLE XII. If the said Kansas Company shall fail to meet any of the pay- ments ])r()Yided for in this agreement, for the period of thirty days after the same shall have become due and payable the amounts so < )\'('r- ss. County of New York. ) On this 19th day of Sept., A. D. 1895, before me a notary public within and for the County and State aforesaid, appeared H. C. Eouse, to me personally known, who, being by me duly sworn did say that he is the President of the Missouri, Kansas • Cof/wvissioners L. L. FOSTER, j Attest : J. J. ARTHUR, Secretary. OU Wabash Railroad Agreement -OF- Juiie IStlK 1894, BETWEEN Missouri, Kansas & Texas Railway Company, AND Wabash Railroad Company. ou SNYOPSIS OF AGREEMENT BETWEEN Missouri, Kansas & Texas Railway Company, AND WabasFi Railroad ComDany, Covering Joint use of Trade between Hannibal and Mdberly, 70 miles, and Joint use of Terminals at Hannibal. DATE: PERIOD: TERMS: June 15th, 1894. 5 years from June 15th, 1894, and thereafter until terminated by twelve months' notice by either party. Traffic : Wabash Company will pay eighty-four cents per ton for all freight hauled, except grain and grain products which shall be at rate of fifty cents per ton. Minimum charge $250 per car. Empty cars hauled free. One dollar per car for excess cars above one-third of all cars hauled. Wabash Company will pay $23.80 for each pass- enger train of eight cars run, and $3.40 for each excess car. Hannibal Terminals : Wabash Company will pay net fixed rental $2,100 per annum. Wabash Company will pay interest charge three per cent, on permanent additions and improvements. Wabash Company will pay proportionate cost of maintenance and operation according to use. Monthly settlements. J Wmt §lrticle,$i of gljJVC^mCnt made and entered into this lifceentli day of June, 1891, bv and between tlie MISSOUEI, KANSAS & TEXAS RAILWAY COMPANY, a corporation organized and existing under the hiws of the State of Kansas, and hereinafter called the Kansas Company, fiarty of the first [)art, and theWABASfl P.AILROAD COMPANY, a corporation organ- ized and existing under tlie laws of the State of Missouri, herein- after called the Wabasli Company, party of the second part. WITNESSETH: WHEREAS, the said Kansas Company is the owner of a system of railways, with lines extending from Hannibal, Missouri, in a southwesterly direction through the City of Moberly, Miss- ouri, to Parsons, Kansas, and from Junction City, Kansas, to Parsons, Kansas, and thence in a southerly direction through the Indian Territory to Denison, Texas ; and WHEREAS, the Wabash Company is the owner of a system of railways with lines extending from Ilannibal, Missouri, easterly through Decatur and Bement, Illinois, to Toledo, Ohio^ and else- where, with lines diverging from Decatur to St. Louis, and from Bement to Chicago and Altamout, as well as other branch lines ; also a line of railway extending from the City of St. Louis, westerly through the City of Moberly, Missouri, to Kansas City, Missouri, with lines diverging from Moberly, Missouri, to Des Moines, Iowa, and from Brunswick, Missouri, to Omaha, Ne- braska, and other branch lines ; and WHEREAS^ the lines of railway of the said Kansas and Wabash Companies intersect and cross each other at the City of Moberly, as aforesaid, and connect with each otlier in the City of Hannibal, as aforesaid ; and WHEREAS^ the Kansas Company is the owner of certain terminal facilities in the City of Hannibal, of the present value of $100,000.00, and as shown by the plat attached hereto and made a part hereof, and the Wabash Company is the owner of a certain freight house and terminal facilities in the said City of Hannibal, of the value of $30,000.00, a plat of which is attached hereto and made a part hereof ; and WHEREAS^ eacli of the parties hereto is desirous of en- tering into a contract with the otlier party for the joint use of each others said terminal facilities in the City of Hannibal ; and, WHEREAS^ the Wabasli Company is desirous of securing a through line for the transportation of its freight from Hannibal westward to Mol)erly, and from Moberly eastward to Hannibal, (being a distance of 70 miles) and also a trackage arrangement for the running of its through passenger trains between outer yard Hannibal, and Moberly ; and WHEREAS, the said Kansas Company is willing to haul all freight delivered to it by the Wabasli Company at Hannibal or Moberly, to Moberly or Hannibal, and is willing to grant to the said Wabash Company the use of its tracks between outer yard Hannibal, and Moberly, for the running of its passenger trains upon the conditions hereinafter specified; NOW, THEREFORE, the parties hereto eacli of them in consideration of the covenants and agreements of the other herein contained, do hereby covenant and agree to and with each other as follows : Freight Traffic. ARTICLE I. Section 1. — The Kansas Company agrees to haul all freight delivered to it by the Wabash Company at Hannibal or Moberly, to Moberly or Hannibal, except such as may originate at or be destined to either of said points; and the Wabash Company agrees to pay therefor at the rate of four and two-tenths (4 2-10) cents per hundred pounds, or eighty-four (84) cents per ton, with- out regard to classification, except grain and grain products east bound, which shall be at the rate of fifty (50) cents per ton, provided that the Kansas Company shall receive for each loaded car handled under this agreement not less than $2.50 per car. It is understood that tlie Wabash Company shall deliver all such freight to the Kansas Company in sealed cars of its own, and assume and bear all ordinary risks and liabilities for the same, as well as the cars containing the same, while in the possession of the Kansas Company, or in transit between Hannibal and Moberly, the Kansas Company to bear or assume any liability for loss or damage thereto, or the cars containing the same, on any account whatever, except such losses or damage as may result from its gross negligence or that of its emplo3^es. Section 2. — The Kansas Company also agrees to haul empty cars between Hannibal and Moberly for the Wabash Company, but should the empty cars so hauled for the Wabash Company between said points exceed, one-third of all the cars, both empty and loaded, that are moved between said points for the Wabash Company, then the Wabash Company shall pay the Kansas Company one dollar per car for each and every car so hauled in excess. Section 3. — The Kansas Company is to pay no mileage to the Wabash Company on any cars hauled under this agreement, and if the Wabash Company delivers any freight to the Kansas Com- pany in cars other than its own, or any empty freight cars other than its own, for which either Company is liable for mileage, it is agreed that the Kansas Company may pay such mileage at the accustomed rate, and the Wabash Company will reimburse it. Section 4. — On or before the thirtieth day of each month the Wabash Company shall render a statement to the Kansas Com- pany on account of all freight carried between Hannibal and Moberly during the preceding calendar month, and it is hereby agreed that the Kansas Companj' is to be furnished full informa- tion and allowed free access to the records of the Wabash Com- pany, for the purpose of exercising any check of the Wabash Company's statement the Kansas Company may deem necessary. On or before the fifteenth day of each month the Kansas Com- pany shall render a statement to the WabashCompany on account of empty cars hauled during preceding calendar month in excess of allowance as in &ch Compau}- a true statement, showing, First. — The whole number of tons of freight hantlled through freiglit liouse or over platform during the preceding calendar month, and separately the number of tons so handled for the Wabash Company^ during the same month. Second. — The whole number of tons of freight traiisferred from car to car during the preceding calender month, and separately the number of tons so transferred for the Wabash Company during the same month. Ihird. — The whole number of cars and engines handled upon or over said terminals during the preceding calendar month. including cars switched for transferring freight to or from other cars, and sepai'ately^ the number of cars and engines so handled for the Wabash Company during the same month. FOURTH. The whole number of road engines dispatched during the preceding calendar month, and separately the number of road engines so dispatched for the Wabash Company during the same month. FIFTH. The whole amount paid out during the preceding calendar month on account of maintenance and operation of said terminals, including all amounts paid out on account of losses or damages as in Section 5, of this Article provided, and showing separately the amount due the Kansas Company by the Wabash Company, and the Wabash Company shall pay the full amount thereof within thirty days thereafter. /Section 9.- — All revenues derived from switching, or for other service, fi-om others than the parties hereto, by the Kansas Com- pany, from the engines or employes engaged in the common service of the parties hereto, and paid for as maintenance and op- eration expenses, under this agreement, shall be applied to the payment of such maintenance and operation expenses. 11 L Section 10. — If at any time a difference should arise between the companies parties hereto as to whether any one or more items charged* by the Kansas Company to maintenance or operation of the terminals, or to the handling of traffic thereon, or to per- manent additions, or to improvements thereof, have been properly charged against the Wabash Company, then the matter in dispute shall be submitted to three arbitrators; one to be selected by each party hereto and the other to be selected by the two arbitra- tors, and the decision of such arbitrators shall be final and conclusive upon the parties. AilTICLE IV. Section I. — If either party hereto shall at any time payor be compelled to pay any sum or sums for which tbe other party hereto under the terms and provisions of tliis agreement is liable, such other party hereto agrees to fully indemnify it and reimburse to it such sum or sums, and all expenses, loss and cost therein or connected therewith. ARTICLE V. Section 1. — If either party hereto shall be and remain in de- fault for the period of ninety days, on account of any payment re- quired under the terms of this agreement, the other party at its option may cancel this agreement. ARTICLE VI. Section 1. — This agreement shall go into effect on the fifteenth day of June, 1894, and shall continue in force from that date for a period of five years, and shall further continue in force after the expiration of said period of five years until terminated by notice ; and either party may so terminate it at or after the expiration of five years by giving to the other party twelve months notice in writing of its desire and intention to so termin- ate it. 12 tJ IN WITNESS WHEREOF, tlie parties liereto have signed their corporate name by their respective Vice-Presidents, the day and year first above written. Executed in Duplicate. MISSOURI, KANSAS & TEXAS RAILWAY COMPANY. By THOS. 0. PURDY, Vice-Prest. & Gen'l Manager. WABASH RAILROAD COMPANY, By CHAS. M. HAYS, Vice-Prest. & Gen'l Manager. 13 ej Sherman, Streveporl & Soulhern Traffic Agreement -OF- ^iigust 1st, 1894, -BETWEEN The Sherman, Shreveport & Southern Railway Company, The Missouri, Kansas & Texas Railway Company of Texas, AND Missouri, Kansas & Texas Railway Company. fj SYNOPSIS AGREEMENT BETWEEN The Sherman, Shreveport & Southern Railway Company, The Missouri, Kansas & Texas Railway Company of Texas AND Missouri, Kansas & Texas Railway Company, Covering interchange of Traffic. DATE: August 1st, 1894 PEEIOD: 10 years. EXPIEES: August 1st, 1904 TERMS : Freight revenues to be divided on specified percent ages of fixed rates. Passenger revenues to be divided on actual mileage pro-rate. Monthly settlements. a ®hi$ §lflref m4 27>^ Local Stations between Pittsburg and McKinney 70 30 Local Stations between Pittsburg and Jefferson 65 35 2nd. Between points on the line or lines, of the Missouri, Kansas and Texas Kail way Company in Kansas and Missouri, and points on the line of railway of the party of the first part, Kansas City percentages shall apply. 3rd. On all freight traffic originating in or destined to defined territories, east or north of the Mississippi and Missouri Elvers, the proportions to St. Louis, Hannibal, Higbee, Moberly or Kan- sas City shall first be deducted and the remainder divided on the percentages applying between those points proper. 4th. On all freight traffic originating on lines other than those of the parties hereto, the arbitraries of such lines shall first be deducted from the through rate and the balance divided on the percentages herein fixed. 5th. On cotton forwarded via St. Louis or Hannibal the parties of the second part shall be allowed : Compressed cotton, 25c. per 100 pounds. Flat cotton, 35c. per 100 pounds, and on cotton forwarded to Houston and Galveston the parties of the second part shall be allowed: Compressed cotton, 20c. per 100 pounds. Flat cotton, 30c. per 100 pounds. 6th. To Mississi|)pi and Missouri River Crossings, the party of the first part will be allowed the following percentages on live stock : 50 miles and under, 20 per cent. 122 miles and over 50, 30 per cent. 7th. On all freight traffic between points on the lines of the parties hereto in Texas and Indian Territory the through rates shall divide on the following mileage percentage basis: Miles on the M. K. & T. Lines. Mileage & Per cents of Rates for S. S. & S. R'y. 60 MILES AND UNDER. OVER 60 1 22 MILES TO MILES to 60 Miles. 50 per cent. 65 per cent. Over 60 to 100 u 45 60 " 100 to 200 '' 40 50 " 200 to 300 a 35 '; 40 " 300 to 400 '• 30 35 " 400 to 25 " 30 8tli. The divisions of the through ]-ate provided for in the foi-egoing sections of this article shall apply, provided that neither party shall receive less than five (5) cents per cwt., except in the event that the through rate for both parties hereto shall be less than ten (10) cents per cwt., the rate shall divide fifty (50) per cent, to each party regardless of mileage. 9th. Rates on passenger traffic to be divided on an actual mileage pro- rate. ARTICLE III. 'It is mutually agreed that all business to or from points on the lines of either of the parties hereto, from or to points on the lines of the other parties, shall, so far as the parties hereto may lawfully control the same, be carried over the lines of the parties hereto so long as this agreement remains in force, each party, however, being at liberty to transport over its own lines, whether main or branch, in preference to the lines of the other, whenever the same may be practicable. ARTICLE IV. All material and suj)plies for the line or lines of either of the parties hereto, including the branch lines of the parties of the second part, shall be carried in the trains of the other part}'- at the rate of one (1) cent per ton per mile for 200 miles and under, and three quarters (^) of one cent per ton per mile for over 200 miles, provided, howevei-, that no single shipment of less than a car load shall be carried for less than twenty-five (25) cents, and no car load for less than $5.00, and provided, further, that the rate shall not exceed the tariff rate then in force. 6.. i ARTICLE V. It is the intention of the parties hereto in entering into this agreement, to establish traffic arrangements between their respec- tive lines of road upon fair and reasonable terms ; therefore it is further agreed that if any of the provisions of this agreement shall be found, upon trial, to be unfair or unreasonable, the same may be amended from time to time, in such manner as shall be approved by the respective boards of directors of the contracting parties hereto. AETICLE VI. This agreement shall go into effect on the 1st day of August, 1894, and continue for a period of ten years, unless sooner termin- ated by mutual agreement. IN WITNESS WHEREOF, the parties hereto have here- unto set their hands and seals in duplicate, the day and year first above written. THE SHERMAN, SHREVEPORT & SOUTHERN RAILWAY COMPANY. By F. W. FRATT, General Manager. MISSOURI, KANSAS & TEXAS RAILWAY COMPANY OF TEXAS. By THOS. 0. PURDY, Second Vice-President. « MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, By THOS. C. PURDY, Vice-President & General Manager. I Ot St. Louis Union Station Agreement -OF- Septeiriber 1st, 1894, -BETWEEN Teriiiiiial Railroad Association of St. Louis, Missouri, Kansas & Texas Railway Company, Ot SYNOPSIS AGREEMENT BKTWEEN Terminal Railroad Association of St. Louis, AND Missouri, Kansas & Texas Railway Company, For use of new Union Passenger Station in the City of St. Louis, Mo. DATE: September 1st, 1894. PERIOD : 7 years. EXPIRES: September 1st, 1901. TERMS: Proportionate charge, according to use, of Annual Rental of $325,000. Proportionate charge, according to use, of cost of maintenance and operation. Proportionate charge, according to use, of cost of additions and improvements. Minimum Rental, $1,000 per month. Monthly settlements. ^U ^gV^^mettt, Made this first day of September, 1894, by and between the TERA[INAL liAILROAD ASSOCIATION OP ST. LOUIS, a corporation organized and existing under the laws of the State of Missouri, (liereinafter termed the Terminal Company), party of the first part, and the MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, a corporation organized and existing under the laws of the State of Kansas, (hereinafter termed the Railway Company), party of the second part. WHEREAS^ said Terminal Com])any is the owner of the new Union Passenger Station in the city of St. Louis, Missouri, and of a large system of terminal facilities, appurtenant thereto and connected therewith, which have been constructed and acquired by said Terminal Company for the more efficient and economic handling of incoming, outgoing, through and initial passenger, express and mail traffic, at said city of St. Louis, of the various railroad lines entering said city, which passenger terminal facilities, said Terminal Company may find it necessary, from time to time hereafter, to enlarge and increase in such manner and to such extent as the proper economic and efficient handling and interchange of })assenger traffic at said city of St. Louis may require; the said Union Passenger Station and Terminal facilities appurtenant thereto and connected therewith, now existing, as well as such additional facilities as may hereafter from time to time be acquired, constructed or added thereto, being hereinafter referred to as ''Station Facilities; " and, WHEREAS^ Said Terminal Company is willing to admit all railway lines entering said city of St. Louis to a joint use of said Station Facilities, foi- such rental and compensation as will yield a fair and reasonable return upon the outlay for, and value of, the facilities acquired and to be acquired, and, in addition thereto, fully meet and discharge all costs, charges, taxes, ordinary and extraordinary, assessments, general and special, benefits, ex- penses, expenditures and outlays of any, and every nature and kind whatsoever, incurred, created, made, rated, levied, assessed or imposed, or for which said Terminal Company may be, or may become, in any manner liable m the conduct, operation, mainten- ance, management, repair, improvement and enlargement of said Station Facilities; and, WHEREAS, Said Railway Company desires to be admitted, in common, witli any and all railway lines now or hereafter admitted, to the joint and common use of said Station Facilities ; NO W THEREFORE^ tLis agreement made and entered into this first day of September, 1894, by and between said Terminal Company, as party of the first part, and said Railway Company, as party of the second pai't. WITNESSETH: ARTICLE I Said Terminal Company hereby grants to said Railway Com- pany, and said Railway Company hereby accepts, the right to the joint use and enjoyment, in common with any and all railways now admitted, or at any time hereafter admitted to such joint use and enjoyment, of said Station E'acilities, as well as such other facilities, as may from time to time hereafter be acquired by said Terminal Company and become appui tenant thereto and connected with its system of Station Facilities and form part thereof ; the existing Station Facilities being situated within the territory described on the plat hereto attached and made part hereof. The above grant and acceptance are made upon the terms and conditions, and for the rental and compensation hereinafter set foj-th, and subject to which terms and conditions said Railway Company hereby accepts such use and enjoyment of said Station Facilities and hereby covenants and agrees to pay such rental and compensation. ARTICLE II. As and by way of compensation and rental for such joint use of said Station Facilities, herein granted and accepted, said Railway Company hereby covenants and agrees to and with the said Terminal Company, its successors and assigns, to pay in the manner, and at the times hereinafter specified, the proportionate part, ascertained and determined as hereinafter provided, of the rental, and of all charges, costs, taxes, ordinary and extraordinary, assessments, benefits, outlays and expeditures of any and every nature and kind whatsoever, incurred, created, made, rated, levied, assessed, imposed or for which said Terminal Company may in any manner, whatsoever, become liable in the operation, mainten- ance, repair, renewal, control, management and conduct of said Station Facilities and every part thereof; it being expressly understood that interest on the bonded indebtedness of the Term- inal Company shall not constitute a charge for which the Railway Company shall be liable, in any maimer, or to any extent. ARTICLE III. For the purpose of determining the compensation and rentals to be paid hereunder by said Railway Company to said Terminal Company, it is hereby agreed that the aggregate amount received by said Terminal Company monthly from Railway Lines using said Station Facilities shall be at all times sufficient to fully and promptly meet, pay and discharge each and all of the following items, which items shall constitute an account hereinafter designated, UNION STATION ACCOUNT, A An annual sum of $325,000.00, payable in equal monthly instalhnents of $27,083.50; said sum of $325,000.00 being five per cent on $6,500,000, which sum of $6,500,000 is hereby agreed and stipulated to be the fair value of exist- ing Station Facilities, including the connection with, and the storage yards now in course of construction. B An annual sum payable in erpial monthly installments, equivalent to five per cent upon all amounts which the Terminal Company may at any time during the terra of this contract be required to pay under or by virtue of any present or future Ordinances of the City of St. Louis, under which said existing Station Facilities may have been con- structed, and under which future additions or betterments may be acquired or constructed ; and five per cent upon the cost to the Terminal Company of all real estate, better- ments, additions and improvements to said Station Facilites, including rebuilding of buildings or structures destroyed by fire or other casualty, wliich said Terminal Company may from time to time hereafter acquire, construct, make or add to, and make part of its Station Facilities ; such additions and betterments to be made as hereinafter provided. C All rentals and other liabilities assumed by the Terminal Company arising out of leaseholds, leases, contracts, and agreements, by which the Terminal Company may here- after secure the use of additional facilities, to become appurtenant to and form part of said Station Facilities, payable also in equal monthly installments. D All unsettled or unadjusted claims and demands, of whatsoever nature and kind, whieli may have arisen out of the operation of the old Union Depot and appurtenances thereto, and which would have been a proper ciiarge to the Lines using said Union Depot. Provided, however, that any payments made on account of any such claims and demands, shall be prorated and charged against the lines using said Union Depot. E All taxes, rates, levies, benefits, assessments and charges of any and every nature atid kind, from time to time and at any time hereafter during the term of this lease, assessed, levied, rated, charged, or imposed in any manner upon said Station Facilities, or any part thereof, or connected with the operation thereof, and for the payment of which said Terminal Company, or said Station Facilities, or any part thereof, may be or may become, in any manner what-, soever, liable. F. All charges and costs of effecting and carrying insurance of the Terminal Company of any kind, or cliaracter, upon said Station Facilities, including also, such Accident and Employes Liability Insurance, upon employes engaged in the operation or maintenance of said Station Facilities, as the Terminal Company may procure and for the payment of which it may become liable. G All costs, charges and expenses of any and every nature and kind whatsoever, incurred, created, or for which the Terminal Company may be in any manner liable, in the operation, maintenance, repair and renewal of said Station Facilities, and such additional facilities as may be hereafter acquired and become appurtenant to and connected with existing Station Facilities. // All salaries of officers, wages of employes, agents and servants, and purchase of material and supplies connected solely with the operation, conduct, maintenance and control of said Station Facilities, and reasonable and proper pro- portion of the salaries of officers, wages of employes, agents or servants engaged in the joint service of said Terminal { Company and the operation and maintenance of said Station Facilities, / All sums expended by the Terminal Company in payment or settlement of losses and claims for damages arising in any manner out of the operation, maintenance, control, management and repair of said Station Facilities. J Any and all other costs, charges, expenditures, outlays and expenses, made, created or incurred, by the Terminal Company or for which it may become in any manner what- soever liable in connection with the operation, maintenance control, management, renewal and repairs of said Station Facilities; it being hereby expressly declared that any enumeration of items herein made shall not be held to exclude an}' other item not enumerated and properly chargeable to said Station Account, — it being the spirit and intent of this agreement that the compensation received by said Terminal Company from Railway Lines, for the use and enjoyment of said Station Facilities, shall at all times be sufficient to yield five per cent interest on the value of said Station Facilities as fixed and provided for in Paragraphs A and B of Article III, and fully re-imburse the Terminal Company for all necessary costs, charges and expenses, taxes, rates, levies, assessments and benefits of any and every nature and kind, which the Terminal Com- pany may incur, make, create, or which may be levied, rated, charged, assessed or imposed, or for which the Terminal Company may be or become liable in any manner in connection with the operation, maintenance, conduct, control, management, repairs, renewals, alteration, extension and enlargement of said Station Facilities. If said Union Station or any building or structure of said Terminal Company forming a part of said Station Facilities should be destroyed by fire or other casualty, the Terminal Company shall promptly rebuild the same, and all expenditures made by the Terminal Company on account of such rebuilding, less the amount of insurance received by the Terminal Company, shall be and become a part of the principal, interest on which, at ihe rate of five per centum per annum, shall be charged to said Station Account, and shall be paid monthly as in paragraph B of this Article above provided. The Terminal Company shall insure against loss by fire to a reasonable and proper amount, said Union Station and buildings connected with said Station Facilities. ARTICLE IV. The proportion of the aggregate of said items comprising said Station Account, which said Railway Company hereby agrees to pay as rental and compensation for the joint use of said Station Facilities herein to it granted and by it accepted, shall be ascertained, determined and paid in the following manner; said Station Account chargeable to all lines using said Station Facilities, and showing the proportion of each line and items of charges and expenses, shall be prepared monthly by said Terminal Company and from the aggregate of the items thereof shall be deducted the actual net monthly revenue, which said Terminal Company may derive from ground rentals of land enbraced within said Station Facilities and from tenants, lessees, licensees and occupants of offices, apartments and privileges in and about the said Union Station and from all sources whatsoever connected with said Station Facilities, including fair and reasonable rent for any offices, buildings, or real estate, included in said Station Facilities, used by the said Terminal Company for any purposes not connected directly with the management and operation of said Union Station Facilities; the balance remaining shall constitute the amount, its proportionate part of which, determined as hereinafter provided, said Railway Company hei-el^y covenants and agrees to pay on sight drafts to said Terminal Company, its successors or assigns, on the fifteenth day of each month succeeding the month covered by such statements; errors or omissions, if any, in atiy such statements, to be corrected in succeeding statements. Said proportionate part of said balance above referred to which said Railway Company shall pay to said Terminal Com- pany shall be ascertained and determined in the following- manner : — An accurate record shall be kept by the Terminal Company of all passenger, baggage, mail, express, sleeping, dining and special cars, in and out of the said Union Station daring eacli calendar month, and said Railway Company shall pay said Term- inal Company such proportion of said balance, as the number of such cars of said Railway Company in and out of the said Station, bears to the whole number of such cars in and out of lines using said Station Facilities during the month ; and in so ascertaining the number of such cars in and out, cars hauled in trains, the run of which terminate within 37 miles of said Union Station, shall be counted as one-third part of a car, in all other cases as one car. The Station Account above referred to shall be prepared by the Auditor of the Terminal Company and shall be sent to each Line using said Station Facilities ; such statements shall show the rentals, credits, expenses and charges, the number of cars in and out, during said month, and the proportion of balance due by each Line. ARTICLE V. It is understood and agreed that the compensation to be paid by the said Railway Company as provided in ARTICLE ITI, covers only such services as properly belong to Union Station service, namely: the switching of trains between Station and Storage Yards; the switching of cars in and about Storage Yards Station tracks, Express Buildings; the care of passengers in and about Train Shed and Waiting Rooms; sales of tickets, handling of baggage and mail ; operation and maintenance of tracks, switches and interlocking ; the heating and lighting of Station, Train Shed, etc. ; the maintenance and care of premises included in the Station Facilities and appurtenances thereto ; and the care- ful and proper management of all the sources of revenues to be credited on the Rental Account as provided in Article IV ; and that all supplies for cars, such as ice, oil, gas, fuel, or of any other nature ; labor and material for cleaning or repairs of cars ; fuel water and supplies for engine ; use of Round House and care and attention of engines therein ; material and labor; repairing engines, together with any and all services and supplies or material not incident to Union Station work but requested by said Railway Company to be done, or pei'formed for or furnished to it, shall be at the sole cost, charges and expense of said Railway Company, who shall pay the sight drafts of the Terminal Company therefor on the 15th day of each month for the preceding month, any errors or omission in such statement to be corrected in subsequent statement. • ARTICLE VI. Said Terminal Company shall have and exercise the exclusive control and management, except as hereinafter provided, of the operation, repair, renewal and maintenance of said Station Facilities and every part thereof, and shall have the right to establish and shall establish all necessary i-ules for such operation and management; but all rules and regulations so established, by the said Terminal Company shall be uniform and shall apply equally and without discrimination to all Lines, and which rules and regulations, said Railway Company hereby agrees to observe, and cause to be observed by its employes. It being further agreed, that if at any time any Line shall desire to change any of such rules, or regulations, or add to the same, or alter the basis of apportionment of said Station Account, it may in writing suggest such change or changes to the Terminal Company, and thereupon the Terminal Company shall in writing notify each Line of such suggested change or changes, and of the time within which, not less than thirty days, each line may in writing approve, or disapprove of such change or changes; and if within the time in such notice specified the lines paying a majority of per cents of said Station Account (for the month in which such notice is given), shall communicate in writing to the Terminal Company approval of such suggested change or changes, the same shall take eil:ect and be in force from and after the first day of the following month, and until again in like manner changed; if, however, lines paying a majority of per cents of said Station Account, fail or neglect, within the time specified in said notice, to communicate in writing to the Terminal Company approval of such suggested change or changes, then the Terminal Compan}^ shall itself determine the question of such change or changes; provided, however, the Terminal Company may veto any change or changes, approved in the manner just stated by the lines, unless such approval is unanimous ; should, however, the Terminal Company exercise such right of veto, it shall notify in writing each of said lines of such veto, and thereupon and within thirty days, the lines may in writing notify the Terminal Company of their approval, or disapproval of such veto, and if the lines so paying sixty per cent of said Station Account shall neglect or fail within said thirty days to disapprove of such veto, the same shall stand and such proposed change or changes sliall not take effect. It being, however, expressly understood that nothing in this article contained shall effect, or in any manner relealse said Rail- way Company from the obligation to pay its proportion of said Station Account as hereinbefore provided, or affect in any manner oi- to any extent the items of said Station Account. ARTICLE AMI. Inasmuch as the Station Facilities are to be operated and maintained for the joint and common use of all lines using the Union Station, it is hereby expressly stipulated : First. Said Railway Company will fully indemnify and save harmless said Terminal Company from and against all charges, costs, expenses, loss and damage to persons or property occurring within the boundaries of said Station Facilities, and resulting from the use of defective equipment, or from the fault, negligence, care- 10 lessness or misconduct of said Railway Company, or any of its offices, agents, employes, or servants. Second. Said Railway Company also covenants aTid agrees to fully indemnify and save harmless all other railway companies using the said Union Station, from and against all charges, costs, expenses, loss or damage to persons or property occurring within the boundaries of said Station Facilities, and resulting from the use of defective equipment, or from the fault, negligence, careless- ness or misconduct, of said Railway Company, or any of its officers, agents, employes, or servants. Third. Said Tei'minal Company will fully indemnify and save harmless said Railway Company from and against all charges, costs, expenses, loss and damage to person or propei'ty occurring within the boundaries of said Station Facilities, and resulting from the use of defective equipment of said Terminal Company, or from the fault, negligence, carelessness or misconduct of any of its officers, agents, employes or servants, when such equipment, officers, agents and enqiloyes or servants are employed in the service of said Terminal Company, not connected with the operation, management, maintenance or repair of said Union Station Facilities. Fourth. Any loss or damage sustained by either or both of the parties hereto, or by any other party, due to the use, operation or maintenance of said Union Station Facilities, not covered by Sections 1, 2 and 3 of this Article shall be charged as an Union Station expense and prorated in the Union Station account, as other expenses are prorated, and when collected, shall be paid to the party sustaining such loss or damage. ARTICLE VIII. It is agreed that said Terminal Company sludl be considered the agent of said Railway Company and of all other lines using said Station Facilities for the sale of Railway tickets at said Union Station, and shall be liable for and account to said Railway Company and other lines for all moneys received from the sale of tickets at said Union Station, and said Railway Company when- ever requested so to do by said Terminal Company shall send a representative to check up its ticket account with said Terminal Company, it being further expressly understood that the liability of the Terminal Company to the Railway Company and other such lines arising out of the relation of the Terminal Company to Lines as Ticket Agent of the said lines respectively, shall be 11 limited sole!}' to a faithful accounting for all tickets, and moneys received from the sale of tickets, of said respective Eailvvay Lines. AETICLE IX. Inasmuch as the rights herein accorded the Eailway Company are in common and joint with the rights granted other railway lines, and as the Station Facilities are intended or designed only for purposes and uses necessary to a proper and reasonable use and enjoyment of saia Station Facilities, the Railway Company shall have no right to the storage or holding of any more ]:)assenger, baggage, mail, express or sleeping cars within the limits, or on the tracks embraced within Station Facilities, than are necessary for the proper and reasonable operation of its trains in and out of the said Union Station ; nor shall said Railway Company, or any other line, be pei-mitted to store, or hold surplus equipment within the limits of said Station Facilities; and said Terminal Company shall have the right to make a reasonable charge for all surplus equipment. ARTICLE X. Said Railway Company, for itself, its successoi's and assigns, hereby covenants and agrees to, and with the Terminal Company, its successors and assigns, that said Union Passenger Station shall, during the term of this agreement, be used for all passenger trains of said Railway Company, its successors and assigns, into and out of said city of St. Louis. ARTICLE XL In the event that said Railway Company shall fail to pay within 30 days after the same is due and payable, its full pro- portion of the balance of said Station Account, ascertained and determined, and by it agreed to be paid, as hereinbefore provided, said Terminal Compan}'- shall have the right to terminate the rights and privileges herein granted and exclude said Railway Company from the use and enjoyment of said Station P^acilities and every part thereof, until all amounts due from said Railway Compan}^, under this agreement, together with interest thereon, at the rate of six per cent per annum, from the date when such amounts should have been paid, are fully paid, but such exclusion shall not release the Railway Company from its liability to pay any sum or sums due from it to the Terminal Compan^^ under the provisions of this contract, or from its liability for any loss or 12 damage resulting to the Terminal Company or other lines using said Station Facilities from such failure to [)ay its proportion of said Station Account. ARTICLE XII. In the event of default, or defaults, at any time l\y any other line, in the pa^anent in full of its proportion of said Station Account, the Terminal Company shall add to said Station Account the amount of such default, or defaults, but tlie absorption of such default, or defaults, in said Station Account shall not relieve the line in default from the payment to the Terminal Com- pany of the amount of such default, or defaults, it being expressly understood and agreed that, notwithstanding the absorption of such defaults in said Station Account, the said Terminal Company, shall, as Trustee of an express trust, or in its own name, collect, sue for, and recover fi'om the lines in default, the amount of such default, or defaults, and all amounts so recovered shall be credited upon said Station Account for the month following such recovery or collection. ARTICLE XIIL The Terminal Company agrees that it will make no addition or betterment to said Station Facilities involving expenditures exceeding fifty thousand dollars in the aggregate in any one fiscal year, or the payment of an amiual rental or charge exceeding twenty-five hundred dollars, unless requested so to do by the lines paying a majority of per cents of said Station Account for the month in which such re([uest may be made, or unless the Terminal Company shall give notice in writing to each of the said lines of such proposed addition or betterment, and of the time within which, not less than 80 days, the said lines may communicate in writing to the Terminal Company approval or disapproval of such proposed addition or betterment, and if within the time specified in said notice said lines paying a majority of per cents of said Station Account shall so in writing communicate disapproval of such pro])osed additions, or betterments, the same shall be abandoned; if, however, said lines paying a majority of per cents of said Station Account fail or neglect within the time specified in said notice to express in the manner herein specified disapproval of such proposed leasing, addition or betterments, then and in chat event said Terminal Company shall itself determine the question of such pn^posed acquisition or betterment. Any notice herein provided to be given said Eailway Com- pany or any of said lines may be given in writing to the President or General Manager or the Acting Chief Officer of said Eailway Company and of the said lines, respectively, or mailed to either of such officers at his office address. AETICLE XIV. It being the intent and understanding of the parties hereto that the minimum amount to be paid hereunder by the said Eailway Company to the said Terminal Company by way of rent and compensation during each and every month that this contract shall continue in force shall not be less than One Thousand Dollars ($1,000.00), said Eailway Company hereby covenants and agrees that for each and every month that its proportion of rent and compensation, determined as hereinbefore provided, shall be less than One Thousand Dollars ($1,000.00), it will pay to said Terminal Com})any the tixed sum of One Thousand Dollars ($1,000.00) in payment for its proportion of said rent and compen- sation ; provided, however, that in ascertaining the proportion to be paid hereunder by said Eailway Company, the proportion to be paid by any affiliated line of said Company shall be included, although such proportion may, by direction of said Eailway Com- pany, be shown se})arately on the monthly statement to be rendei'ed as hereinbefore provided. AETICLE XV. Tliis contract shall continue in force for the period of seven (7) years from and after September 1st, 1894, unless the rights of said Eailway Company are declared forfeited by the Terminal Company as in Article XI. hereinbefore provided. LV TESTIMONY WHEREOF, said Missouri, Kansas & Texas Eailway Company and said Terminal Eailroad Association of St. Louis, have caused these presents to be executed in duplicate under their respective corporate seals and by their respective officers as of the day and year first hereinabove written. 14 TERMINAL RAILEOAD ASSOCIATION OF ST. LOUIS, By JULIUS S. WALSH, [seal] Vice-President. Attest : JAS. HANNA, Secretary. MISSOURI, KANSAS & TEXAS RAILWAY COMPANY. By H C. ROUSE, [seal] President. Attest : C. G. HEDGE, Secretary. 15 1 Passenger Terminal Agreement, (ST. LOUIS.) December 36th, 1894, BETWEEN Terminal Railroad Association of St. Louis, Missouri, Kansas & Texas Railway Company. St. Louis Merchants' Bridge Terminal Railway Company, SYNOPSIS OF AGREEMENT BETWEEN Terminal Railroad Association of St. Louis, Missouri, Kansas & Texas Railway Company, AND St. Louis Merchants' Bridge Terminal Railway Company, Covering use of the Merchants Company tracks in St. Louis. DATE: December 26th, 1894. PEEIOD: 5 years from May 1st, 1895, and thereafter until terminated by two years' notice by either party. TERMS: $16,666.66 per annum, payable in equal monthly installments. '^IXtSt ^ttXCU^ of %%tmna\U niade and concluded this 26th day of December, A. D., 1894, by and between, the TERMINAL RAILROAD ASSOCIATION OF ST. LOUIS, a corporation of that name, organized under the laws of the State of Missouri, and hereinafter called the Terminal Association, or party of the first part, and the MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, a corporation of that name, organized under the laws of the State of Kansas, hereinafter called the Kansas Company, or party of the second part, and the ST. LOUIS MERCHANTS' BRIDGE TERMINAL RAILWAY COM- PANY, a corporation of that name, organized under the laws of the State of Missouri, party of the third part, and hereinafter called the Merchants' Company : WITNESSETH, WHEREAS, the said Terminal Association owns the new Union Passenger Station, situated on ]\[arket Street between 18th and 20th Streets in the city of St. Louis, and certain railroad tracks constructed and to be constructed connected with said passenger station, and also certain I'ailroad tracks constructed and to be constructed extending from 7th and Gi'atiot Streets to a connection with the tracks of the said Union Passenger Station ; and, WHEREAS, the said Merchants' Company owns a certain railroad constructed and to be constructed in the city of St. Louis, Missouri, connected and to be connected with the raili'oad of the said Terminal Association at 7th and Gratiot Streets in said city of St. Louis, and extending thence to a connection with the rail- road of the St. Louis, Keokuk and Northwestern Railroad Co., at or near Wi'ight Street in the said city of St, Louis ; and, WHEREAS, the said Terminal Association and the said Merchants' Company and their railroads and properties are de- signed, adopted and intended for furnishing terminal facilities to various railroads centei'ing at the said city of St. Louis; and, WHEREAS, during the period of this agreement the rail- roads and properties of the said two last named companies, covered by this agreement are to be used in connection and combination with each other for the purpose of carrying out this agreement ; and, WHEREAS, the said Kansas Company operates its railroad into tliG city of St. Louis under a joint track agreement with the said St. Louis, Keokuk and Northwestern Raih'oad Company, over the tracks of said last named Raih-oad Company; and, WHEREAS, the said Kansas Company wishes to run its passenger engines and passenger trains from the tracks of the said St. Louis. Keokuk and Northwestern Raih-oad Company from at or near Wright Street in the city of St. Louis, and from sucli other points as may hereafter be determined, over the track or tracks of the railroads of the said Terminal Association, and said Merchants' Company, and to use jointly with the said two last named companies, and such other corporations or persons as are now, or may hereafter, be admitted to the use of the same, the tracks of the said Terminal Association and the Merchants' Com- pany between said point of connection near Wright Street, and the new Union Passenger Station aforesaid, and the said Terminal Association, and the said Merchants' Company are willing to grant to said Kansas Company the right to such joint use on the terms and conditions following : NOW THEREEORE, it is agreed between tlie i)arties here- to as follows : ARTICLE L For the pur[)oses of carrying out this agreement the possession control and management of the railroads and ]iroperties of the said Merchants Company in the city of St. Louis, covered by this agree- ment, as well as those of the said Terminal Association, shall be vested in said Terminal Association to the end that the combined properties may be treated and dealt with as a unit so far as the rights of the Kansas Company therein are concerned ; and hereafter in this agreement said railroad and pi'operties may be treated as belonging to said Terminal Association. The said Terminal Association hereby grants (and the said Merchants' Company, so far as necessary to secure to the second party in use, as herein conditioned, of its railroad and property, hereby joins in such grant ) to the Kansas Company the right ito use jointly with the Terminal Association and with such other parties as are now or may hereafter be admitted to the use of the same, the main tracks of said Terminal Association, and said Merchants' Company between the point of connection with the St. Louis, Keokuk & Northwestern Railroad Company's tracks near Wright Street, and such other points as may hereafter be determined, and the new Union Passenger Station aforesaid ; and a(so any other track or tracks of either of said companies tliat now are or hereafter may be constructed parallel and contiguous to said main tracks between said main points, for the passage of the trains and engines of the said Kansas Company used in pass- enger, mail and express service only. The Terminal Association for itself and said Mei chants' Company, also covenants and agrees with the said Kansas Com- pany that the St. Louis, Keokuk & Northwestern Eailroad Com- pany shall have the right to make such connections between the tracks of its railroad and the tracks of the railroad of the said Merchants' Company at or near Wright Street aforesaid, as may be necessary or convenient to the full enjoyment of the grant hereinbefore made to the Kansas Company, and also to make all other connections desired by the Kansas Csmpany at any points between said Wright Street and Carr Street, provided that such points of connection shall be chosen with a due regard to the interests of the Terminal Association, and the said Merchants' Company, and such connections be necessary to the proper enjoy- ment of tlie grant herein made. ARTICLE IL The second party herein accepts the grant as hereinbefore set forth and agrees to pay annually to the first party as rental, the sum of Sixteen Thousand, Six Hundred and Sixty-six Dollars and Sixty-six cents ($16,666.66) to be paid in equal monthly installments at the office of the first party in the ciiy of St. Louis, which installments shall be due and payable, on the fifteenth ( 15th ) day of each month for the next preceding month. ARTICLE III The second party agrees, that it will not employ the rights granted to bring into the Union Passenger Station the trains or cars of other railroads, except so far as such cars may be run in through service over the lines of the second party, and its con- nections. ARTICLE IV. The first party shall not be put to any costs in putting in the connections with the St. Louis, Keokuk & Northwestern Railroad provided for by this agreement, except that if for any reason it shall become necessary or expedient to put in a junction target or interlocking device at the connection near Wright Street, the cost of the same and of appliances necessary thereto shall be borne by ttie parties in the proportions following : one quarter thereof by the first party ; one-half thereof by the St. Louis, Keokuk & North- western Kail road Company, and the Chicago, Burlington aiid Qnincy Railroad Company, and one quarter thereof by the party of the second part, in which proportion the further cost of main- tenance and operation, and also the wages of the necessary switch tenders and flagmen attending the same shall be also borne, ARTICLE V. The first party shall make all necessary and convenient rules and regulations and schedules for the running of trains, and for the conduct of the employees of the second })arty while on the tracks of the first party. The time of arrival and departure of passenger trains of the second party shall be so fixed as to con- form to the through schedule of such trains, and to promote the interests of the second party. Passenger, mail and express trains shall be given precedence in use of tracks over all trains of in- ferior class. ARTICLE VI. In case of emergency, at the request of the second i)arty, the first party shall provide engines and crews for hauling passenger trains of the second party between said point of junction near Wright Street, and said passenger station in either direction, and for such service the said first party shall be paid two dollars ($2.00) per train. At the request of the second party the first party shall furnish helping engines free of cliarge to aid trains of second party over the gi'ade near 10th Sti-eet. ARTICLE VIL If the second party shall so request, the fiist i)arty shall admit the engines of the second party to the roundhouse or round- houses of the first party, and shall there perform such service as is ordinarily performed at roundhouses ; so far, however, and so far only, as the roundhouse facilities of the first party shall permit, and for such service, the second party shall pay a sum equal to the interest, at a fair rate, upon the value of the round- house stalls used for the engines of the second party, and shall also pay a fair proportion of the cost of superintendence, repairs and maintenance of the roundhouse, turntables and water plugs. And in the event that the engines of the second party shall be so cared for in the roundhouses of the first party, the first party shall furnish, at cost, water and all other engine supplies. 6 ARTICLE Vlir. The first part}'^ agrees that it will have its railroad and rail- road property ready for use by the second party, as hereinbefore provided, by February 1st, 1895, unless unavoidably prevented by matters beyond the control of said first party. And the first party covenants that it will during the term of this contract main, tain the demised premises in a good, sufficient and proper manner ARTICLE IX. The second party agrees that it will run its engines and trains over the tracks of the first party with due care, and with competent and skillful employees, and that it will observe and require its emploj-ees to observe the rules and regulations of the first party. The first party shall be liable to the second party, and to all others, for all injuries and damages which shall be caused by the misconduct, carelessness and neglect of its own employees, and shall save the second party harmless, and indemnify it from all costs, expenses and damages which it shall be called upon to pay by reason of such misconduct, carelessness or neglect of the tirst party, or its employees. And in like manner the second party shall be liable to the first party and to all others, for all injuries or damage which shall be caused by the misconduct, carelessness and neglect of its employees, and shall save the first party harmless, and indemnify it from ail costs, expenses and damages, which it shall be called upon to pay by the reason of such misconduct, carelessness and neglect of its employees. If injury or damages shall be caused to the parties hereto by the misconduct, carelessness or neglect of any joint employee, as in Article X defined ; or if, in case of such loss or damage, neither of the parties is at fault, or if, it cannot be ascertained which, if either of the parties is at fault, each party shall bear its own loss or damage. In case any outside party or parties shall be injured in person or property by the joint or concurring negligence of the parties to this agreement, the loss and injury to such outside parties shall be borne equally, by the first party one-half thereof, and by the second party one-half thereof. In case any outside party or pai-ties shall be injured in person or property, in. upon or about the demised premises, and the second pariy shall be free from misconduct, carelessness, or fiegtigence in respect tliereto, the first party stall "bear ttie entire loss and damage, and shall save and keep harmless the second party therefrom. Either party which shall be compelled to pay more than its share of the loss or damage provided for in any clause of this article, shall be fully reimbursed by the other party or parties re- sponsible as hereinbefore in this article provided, and all costs and expenses of every kind shall be included in the settlement. ARTICLE X. All persons engaged in the operation of the trains of tlie second party, in common with the trains of other parties, over the demised premises shall, for the purposes of this agreement, be re- garded as joint employees of the parties hereto, and of other parties using the demised premises. But if any persons are engaged partly in such operation and partly in other service, they shall be regarded as joint employees only to the extent of their engagement in such common service. It is agreed that the train employees of the parties hereto en- gaged in the separate service of either party hereto, are not joint employees; and also the persons engaged in the care and main- tenance of the I'oadway and appurtenances of the first party are not joint employees. The first party shall hire all joint employees ; but any joint employee shall be removed for cause upon demand of the second party. Any employee of the second party may be excluded from the property covered by this agreement by the Superintendent of the firsi party for any good and sufficient cause. ARTICLE XL The fii'st party reserves the right to admit other persons or corporations to the use of the demised property in common with the parties to this agreement, and in this respect the second party is hereby advised, that the first party has contracted to admit the St. Louis, Keokuk and Northwestern Railroad Company, and the Chicago, Burlington and Quincy Railway Company to a joint use of the said deniised property upon terms similar in all respects to the terms granted to the second party liereto, except as to com- pensation. It is, however, expressly agreed that in the admission of other persons or corporations to the common use of the property, the rights granted to the second party to this agreement shall not be impaired. 8 ARTICLE XTT. And whereas, it is desired by the parties hereto that the inter- change of freight between the railroads of the parties hereto shall be facilitated, it is further agreed that the first party will switch all freight cars offered it by the second party between any points of connection between the railroads and any points reached by the tracks of the first party, promptly and upon as favorable terms in all respects as the first party contemporaneously allows or pro- vides to, or for the most favored person or corporation ; it being understood that provided the services of the first and third parties are satisfactory, and their charges be equal with those of their com- petitors, the second party will, when it can be done without pre- judice to its interests, give to the jiarties of the first and third parts preference ovei- all other ti'ansfer agencies and companies. ARTICLE XIII. The first party agrees that it will admit the second party to the new Union Passenger Station and will secure to it the full use and enjoyment of all the facilities thereof, upon an equality at all times and in all respects with the most favored person or corpora- tion contemporaneously using the same. ARTICLE XIV. In the event that tlie second party shall neglect or refuse for the period of ninety (90) days, after any payment provided for in this agreement shall become due and payable, to pay the same, the first party may at its option terminate this contract, and there- upon all rights of the second party hereunder shall immediately cease and determine. ARTICLE XV. The railroad tracks and property, the use of which is hereby granted by the first party to the second party, in existence at the time the use thereof by the second party under this contract begins, are to be shown by maps and plats attached hereto and made a part hereof. Such additions and improvements to said railroad tracks and property as may be made subsequent to the commencement of operations under this agreement and to which by this agreement the second party may become entitled to the joint use of, shall be shown by the maps and plats to be attached hereto from time to time. The actual time of the commencement of operations by the second party under this contract shall be endorsed hereon. 9 ARTICLE XVL And the said Merclaants' Company, on its part, contracts that it will at all times during the term herein provided for, do all and every the acts and things necessary to be done on its part to enable the first party to fully keep, carry out and perform all the stipulations and covenants in this agreement contained to be done on the part of tlie first party, so far as they relate to the use of the railroad and property of the third party, and in the event of any failure therein on the part of the first party, it, the third party, will itself execute, keep, carry out and perform all such stipulations and covenants' ARTICLE XVIL If at any time any controversy shall arise respecting the rights or duties of either party under this agreement^ or under the rules which may be adopted by ihe first party for the government of the parties hereto, and of joint employees, the controversy in dispute shall be referred to three competent disinterested arbitra- tors, one of whom shall be chosen by each party to tlie dispute, and the third by the two thus chosen. The party desiring the arbitration shall give written notice of the same to the other parties setting forth therein the point or points in dispute, and shall name the person selected by such party to act as arbitrator. In the event that the party upon whom such notice shall be served shall not within thirty (30) days after such service name a second disinterested person to arbitrate in its behalf, the party serving such notice shall select a second arbitrator, and the two so chosen shall select a third. The arbitrators thus chosen shall proceed at once to hear and determine the matters submitted to them, and shall give to each of the parties of the controversy, notice of not less than ten days of the time and place of hearing, and at the time and place ap})ointed shall proceed witli the hear- ing unless for good cause, of which the arbitrators shall be the sole judges, it shall be postponed. And the determination of the arbitrators, or of a majority of them, made in writing, shall be final and conclusive upon the parties. ARTICLE XViri This contract shall continue in force from the commencement of operation of trains hereunder for the period of five (5) years, and thereafter until either party hereto shall give two years notice in writing, of a desire to terminate it. But no such notice of ter- mination shall be given before the expiration of the full term of five (5) years. 10 m WITNESS WHEREOF, the parties hereto have signed their corporate names by their respective Presidents, thereunto duly authorized by resolution of their respective Boards of Direc- tors, and affixed their corporate seals, attested by their respective Secretaries, the day and year first above written. Executed in triplicate. TBEMINAL RAILROAD ASSOCIATION OF ST. LOUIS. By WM. TAUSSIG, [seal] President Attest, JAS. HANNA, Secretary. MISSOURI, KANSAS & TEXAS RAILWAY CO. By n. C. ROUSE, [seal] President Attest, C. G. HEDGE, Secretary. ST. LOUIS MERCHANTS' BRIDGE TERMINAL RAILWAY CO. By C. C. RAINWATER, [seal] President. Attest, H. D. HEUER, Secretary. 11 Furniture Car Agreement -OF- ^;f^pril SSrid., 1SQ5, BETWEEN Miulisuii Car Coiiipiiiiy, Missouri, Kansas & Texas Railway Company, OK SNYOPSIS OF AGREEMENT BETWEEN Madison Car Company, AND Missouri, Kansas & Texas Railway Company, Covering the purchase of 700 Furniture Cars. DATE : April 22nd, 1895. PERIOD : 5 years from July 15th, 1895. EXPIRES: July 15tli, 1900. TERMS : $511.43 per car, delivery before July 15th, 1895. Cash payment of $35,800, and sixty equal monthly payments of $6,191.61. Cars to be insured for seventy-five per cent, of their value for the benefit of the Madison Car Company. Cars to be kept in good order and repair, and all cars destroyed to be replaced. %\\i^ E'^H^ff'macle and entered into on this 22nd day of April, A. D., 1895, by and between the MADISON CAR COMPANY, a corporation organized under the laws of Illinois, and located at Madison, Illinois, yjarty of the first part, and the MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, organized and existing under the laws of Kansas, party of the second part. That for and in consideration of payments and lease warrants to be made and given by the second party as hereinafter provided, the first party agrees to furnish and provide all the labor and material for and construct in a good, workmanlike manner, and subject to the inspection by the paily of the second part, or its authorized representative, seven hundred (700) fui'nitui'e cars to be built in accordance with blue prints and specifications fur- nished, and lease same to party of the second part, as hereinafter provided. Delivery and possession of these cars to l)e made and given at St. Louis, Missouri, on the tracks of the Missouri, Kansas & Texas Railway Company, on or before July 15tb, 1895, unless prevented from so doing by strikes or destruction of the car works by fire, or other unavoidable causes. It is understood and agreed that the second party shall place and keep an inspector at the works of the first party, and said inspector shall if and when he accepts said cars sign a certificate that the cars have been inspected and accepted by him, and said inspectors certificates shall be final and conclusive evidence that, said cars are built in accordance with contract and according to terms of this lease, and likewise if he rejects said cars or any of them his rejection shall be final and conclusive, and the second party will not be required to take them. Plates shall be placed upon the cars indicating the ownership thereof to be in the first party, which said plates shall remain thereon until foi'inal title is jtassed to party of the second part by the party of the first part. The party of the second part in consideration of the leasing, delivering and turning over of said cars, as per agreement, agrees to pay the first party for such cars as follows: A cash payment on each one hundred (100) cars of Five thousand, one hundred fourteen and ^\\ ($5,114.29) dollars, being ten per cent. (10^) of the suid value of said rolling stock, and to execute and deliver to said party of the first part its sixty lease warrants, each for the sum of Six thousand, one hundred ninety-one and iVo ($6,191.61) dollars, and Ijearing date of the average delivery of the cars and payable on the day of each consecutive month thereafter until the whole sixty lease warrants have been paid, the total sum of said sixty lease warrants being Three hundred and seventy-one thousand, four hundred ninety- six and jVo ($371,496.60) dollars. Said lease warrants to be drawn in the following foi'in. St. Louis, Ma, 189 ...after date the Missouri, Kansas & Texas Railway Company promises to pay to the Madison Car Company for lease of seven hundred furniture cars, at the Com- mercial Bank of St. Louis. Missouri, Six thonsand one hundred ninety-one and jVo Dollars. By It is expressly understood by and between the said parties that the said cars are and shall remain the personal property of the said party of the first part until the lease warrants herein before specified, or any renewals thereof, shall have been fully paid, together with any interest that may accrue thereon. In case of default in the payment of said lease warrants, or any of them, the second party agrees, immediately on demand, to return such number as the first party shall deem necessary of said cars to the party of the first part at Madison, Illinois, as the owners thereof, to be sold and disposed of in such time and manner as the first party, its ofiiccrs or agents, may consider for the interest of the respective parties, applying the pi-oceeds of such sale or sales as follows : To the payment of the cost and expenses of the recovery, custody and disposition of said cars, and all charges incident thereto. To pay any balance that may be due and owing upon said lease warrants, or any of them, it being agreed that in case of default of the payment of any one of the said lease warrants, the same remaining in default for the period of thirty days, all of said lease warrants shall become due and payable at the expiration of said thirty days. Any balance that may remain after the payment of said lease warrants, costs and expenses, is to be paid to the second party. Arid it is hereby t'urtlier stipulated that in case the proceeds of said sale or sales shall pi'ove insufficient to pay said lease warrants, costs and expenses, the second party shall pay and make good to the first party the deficiency, whatever it may be, the second party i-emaiiiiiig liable upon said lease warrants. It is further agreed that the fii'st part}^ ^'<^J, should default in the pay- ment of said warrants or any of them be made, recover and take possession of said cars wherever the same may be found, and may for that purpose etiter upon the said road and premises of the second party, the second part}' agreeing to furnish to the first part}' all facilities and assistance, in rec(wery of said cars that party of the first part may require. The said party of the second part hereby agrees to keep the said cars insured for seventy-five per cent, of their value, free of expense to said party of the first part, for the benefit of the first party to the extent of its interest in said cars, and assign said policies to the party of the first part until tlie conditions of the contract are comj^lied with. The said party of tlie second pai't further agrees to keep said cars in good order and complete repair, subject to the inspection and approval of the said party of the first part, and to pay all taxes becoming due thereon ; and in the event of any of the said cars being destroyed the said party of the second part hereby agrees to replace the same witiiout expense to the party of tlie fii'st part, and any failure to so repair said cars, or to pay said taxes, or to replace cars destroyed, continued for thirty days after demand therefor, shall entitle said party of the first part to declare all of said unpaid warrants due and to take immediate possession of so many of said cars as the party of the first part shall deem necessary, and sell the same in the same manner as is hereinbefoi'e provided in case of default in the jmyment of any of said lease warrants. '^rhis lease shall be I'ecorded in accordance with the laws of the states, in which said party of the second part operates. When all the lease warrants required to be executed by this agreement shall have been fully paid, the said cars shall become the absolute pro]:»ertv of the second party and they shall be formally conveyed to the said I'arty^ of the second pait by said party of the first pai-t. This agreement shall be binding upon the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have executea this agreement in duplicate, the said Madison Car Company having hereunto caused its corporate name to be signed by its Vice- President and its corporate seal to be affixed by its Secretary and the said Atissouri, Kansas & Texas Railway Company has here- unto caused its corporate name to be signed by its President and its corporate seal to be affixed by its becretary on the day and vear first above written. MADISON CAR COMPANY, By L. M. RUMSEY, [SEAL] ^"'ce President. Atttest . A. P. BRTGHAM, Secretary. MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, By H. C. ROUSE, [seal] President. Attest : C. G. HEDGE, Secretarv. State of New York, ( New York County, \ On this 3rd day of June, A. D., 1895, before me appeared H. C. Rouse, to me personally known, who, being by me duly sworn, did say that he is the President o£ the Missouri, Kansas & Texas Railway Company, and that the seal affixed to said instru- ment is the corporate seal of said corj)oration, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors ; and said H. C. Rouse, as such President of said Missouri, Kansas k Texas Railway Company, acknowledged said instrument to be the free act and deed of said corporation. 6 I IN WITNESS WHEREOF, I have hereunto set iny liand and affixed my official seal at my olfice in the said County and State, on this the date first hereinabove wi'itten in this certificate. My commission as Notary Public expires on tlie 30th day of March, 1896. JOHN J. TIERNEY, [seal] Notary Public, Kings County. Certificate filed in New York County. State of Missouri, [ City of St. Louis, j '" On this 81st day of May, A. D., 1895, before me appeared Louis ]\[. Rumsey, to me personally known, who, being by me duly sworn, did say that he is the Vice-President and Acting President of the Madison Car Company, a business corporation, and that the seal affi-xed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors; and said Lewis M. Ruinsey, Vice-President and Acting as President of said Madison Car Com|)any, acknowledged said instrument to be the free act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, at my office in the said City and and State, on this the date first herein above written in this certificate. My commission as Notary Public expires on the 21st day of March," 1898. F. P. JONES, [seal] Notary Public, City of St. Louis, Missouri. Box Car Agreement -OF- ^vd:a.37- 23rd., 1S©5, BETWEEN Missouri Car & Foundry Company, AND Missouri, Kansas Si, Texas Railway Company, 6 fj SYNOPSIS AGREEMENT Missouri Car & Foundry Company, Missouri, Kansas & Texas Railway Company, Covering the purchase of 800 Box Cars. DATE: May 23rd, 1895. PERIOD : 5 years from June 1st, 1895. EXPIRES: June 1st, 1900. TERMS: $446.73 per car, delivery in June and July, 1895 ; cash payment of $22,384. and sixty equal monthly payments of $5,583.33 bearing date June 1st, 1895, with interest at six per cent, per annum. Cars to be insured for seventy-five per cent, of their value, for the benefit of Missouri Car & Foundry Company. Cars to be kept in good order and repair, and all cars destroyed to be replaced. fj ( %h\% ^nd^UtUt^ Made and entered into this twenty-third day of Maj^A. D. 1895, by and between the MISSOUEI CAR & FOUNDRY COMPANY, a corporation organized and existing under the laws of the State of Missouri, party of the first part, and the MISSOURI, KANSAS & TEXAS RAILWAY COM- PANY, a corporation organized and existing under the hnws of the State of Kansas, party of the second part, WITNESSETH: That for and in consideration of payments and lease warrants to be made and given by the second party as hereinafter provided, the first party agrees to furnish and provide all the labor and material for, and construct in a good workmanlike manner, and subject to the inspection of the party of the second pai-t or its authorized representative, eight hundred (800) box cars, to be built in accoi'dance with blue prints and specifications furnished and to be attached hereto, marked Exhibit "A" and made a part hereof, for the sum of Four Hundred Forty-six and 73/100 Dollars ($446.73) each per car, delivered on the tracks of the Missouri, Kansas & Texas Railway Company at St. Louis, during the months of June and July, 1895, unless prevented by strikes, fires or other unavoidable causes, it being understood that the articles specified for these cars are as follows : Inside metal roof, made by Chicago Car Roofing Co., Chicago, 111. Side doors, "Cloes" made by A. B. Pullman Co., Chicago. Grain doors, made by McGuire Mfg. Co., Chicago, 111. Automatic Couplers "Little Giant", made by Buckeye Malle- able Iron & Coupler Co., Columbus, Ohio. Air brakes, made by New York Air Brake Co., Watertown, N. Y. Rigid diamond truck bolsters, etc., made by Schoen Mfg. Co , Pittsburg, Penn. Brake beams, Hollow inside hung, made by Chicago Railway Equipment Co., Chicago, 111. Side bearings, "The Kings Yielding", made by Vose & Cliffe Mfg. Co., No. 39 Courtlandt Street, New York, N. Y. Oil Box Lids, National Malleable Castings Co., Cleveland O. b Paint— 400 to be Sherwin-Williams Co., and 400 Burtis, Patterson, Sargent Co. The second part}- is to furnish the springs and journal bearings. It is further understood that the first four hundred (400) of said cars are to be all of one kind of paint. The said cars are to be inspected and accepted at the works of the party of the first part bv an authorized inspector of the party of the second part, who shall have access to the works at all reasonable times, and whose decisions shall be final. Said inspector shall, when he accepts said cars, issue certifi- cates that cars are inspected and accepted by him, and such certificates shall be final and conclusive evidence that cars are built in accordance with this contract and the blue prints and specifications attached hereto ; and likewise if he rejects said cars, his rejections shall be final and conclusive, and the second party will not be required to take them. Plates shall be placed upon each of the cars indicating the ownership thereof to be in the first party, which said plates shall remain thereon until formal title is passed to the party of the second part by the party of the first part. The party of the second part, in consideration of the leasing, delivering and turning over of said cars, as per this agreement, agrees to pay the first party, or its assigns, for such cars, as follows : A cash payment of Twenty-two Thousand, three hundred and eighty-four dollars, ($22,384.00), and to execute and deliver to said party of the first part its sixty (60) lease warrants, each for the sum of Five Thousand, five hundred and eighty-three and jV^o Dollars, ($5,583.83), l)earing date of June 1st, 1895, and drawing six per cent. (6^) interest per annum, and payable on the first day of each consecutive month thereafter until the whole sixty lease warrants have been paid, the total sum of said sixty lease warrants being Three Hundred Thirty-five Thousand Dollars, ($335,000.00). Said lease warrants to be drawn in the folJowing form. St Louis. Mo., June 1st, 1895. after date the Missouri, Kansas k Texas Railway Company, for value received, promises to pay to the Missouri Car & Foundry Company, or order, for lease of Eight Hundred Box Cars, as per contract between the parties hereto of date May 23rcl, 1895, at the Commerical Bank, St Louis, Mo., Five Thousand Five Hundred Eighty-three and 88/100 Dollars, with interest from date at the rate of six per cent, per annum. It is expressly understood by and between the parties hereto that the said cars are and shall remain the personal property of the said party of the first part, or its assigns, until the lease warrants hereinbefore specified, or any renewals thereof, shall have been fully paid, together with any interest that may accrue thereon. In case of default in the payment of said lease warrants or any of them, the second party agrees, immediately on demand, to return such number of said cars as the first party shall deem )iecessary to the party of the first part, its officers or agents, at St. Louis, Mo., as the owners thereof, to be sold and disposed of in such time and manner as the first party, its officers or agents, may consider for the interest of the respective parties, applying the proceeds of such sale or sales as follows: To the payment of the costs and expenses of the recovery, custody and disposition of said cars, and all charges incident thereto. To pay any balance that ma}^ be due and owing upon said lease warrants or any of them, it being agreed that in case of default of the payment of any one of the said lease warrants, the same remaining in default for the period of thirty days, all of said lease warrants shall become due and payable at the expiration of said thirty days. Any balance that may remain after the payment of said lease warrants, cost and expenses, is to be paid to the second party or its assigns. And it is hereby further stipulated that in case the proceeds of said sale or sales shall prove insufficient to pay said lease warrants, costs and expenses, the second party shall pay and make good to the first party, or its assigns, the deficiency, whatever it may be, the second party remaining liable upon said lease warrants. It is further agreed that the first pai-ty,.or its assigns, may, should default in the payment of said warrants or any of them be made, recover and take possession of said cars wherever the same may be found, and may for that purpose enter upon the said road and premises of the second party, the second party agreeing to furnish to the first party, or its assigns, all facilities and assistance in recovery of said cars the party of the first part may require. The said party of the second part hereby agrees to keep the said cars insured for seventy-five per cent of their value, free of expense to said party of the first part, for the benefit of the first party, or its assigns, to the extent of its interest in said cars, and assign said policies to the party of the first part until tlie con- ditions of the contract are complied with. The said party of the second part further agrees to keep said cars in good order and complete repair, subject to the inspec- tion and approval of the said i)arty of the first part, or its assigns, and to pay all taxes becoming due tliereon; and in the event of any of the said cars being destroyed, the said party of the second part hereby agrees to replace the same without expense to the party of the first part, and any faihire to so repair said cars or to pay "said taxes or to replace cars destroyed, continued for thirty davs after demand therefor, shall entitle said party of the first part, or its assigns, to declare all of said unpaid warrants due, and to take immediate possession of so many of said cars as the party of the first part, or its assigns, shall deem necessary, and sell the same in the same manner as is hereinbefore provided in case of default in the payment of any of said lease wari-ants. This lease shall be recorded in accordance with the laws of the states in which said party of the second part operate^, at the expense of said party of the first part. When all the lease warrants required to be executed by this agreement shall have been fnlly paid, the said cars shall become the absolute })roperty of the second party and they sliall be formally conveyed to the said party of the second part by said party of the first part. The said lessor, its successor or assigns, shall have full power and authority to pledge or assign the whole or any portion of the said lease warrants that may be acquired under this agreement, and said warrants, when so pledged or assigned, shall still be covered by all the provisions of this agreement; and also to assign or pledge this agreement and all the rights, powers and remedies hereunder, from time to time, and on such terms and conditions as they may deem proper. In case the lessor, its successors or assigns, shall at any time assign the said railroad equipment and this agreement of lease, then it shall be and become a contract between the assigns and the lessee, and the assigneee shall have and possess all the pro- perty, rights, powers and remedies which are now held undei-, possessed by, or belong to the lessor, and with the same effect as though this contract had been originally made by and between the assignees and the lessee. This agreement shall be binding upon the parties hereto and their respective successors and assigns. This contract is made in substitution and in cancellation of the previous contract between the parties hereto dated the 25th day of April, 1895, relating to said 800 box cars. m WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate, the said Missouri Car & Foundry Company having hereunto caused its corporate name to be signed by its Vice-President and Acting-President, and its corporate seal to be afifixed by its Secretary ; and the said Missouri, Kansas & Texas Ridlway Company has hereunto caused its corporate name to be signed by its President, and its corporate seal to be afifixed by its Secretary, on the day and year first above written. MISSOUKI CAR & FOUNDEY COMPANY, By W. K. BIXBY, Vice-Pres't and Acting-Pres't Attest : MELVILLE SAWYER, Acting Secretary, MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, By II. C. ROUSE, President. Attest : C. G. HEDGE, Secretary. State op Missouri, ) City of St. Louis, f ^'" On this twenty-third day of May, 1895, before me appeared William K> Bixby, to me personally known, who being by me duly sworn did say that he is the Vice-President and Acting- President of the Missouri Car & Foundry Company, a manufac- turing and business corporation of the State of Missouri, and that the seal affixed to said instrument is the corporate seal of said corpoi-ation, and that said instrument was signed and sealed in behalf of said corporation, by authority of its Board of Directors ; and said William K. Bixby acknowledged said instrument to be the free act and deed of said corporation. ly WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, at my office in the City of St. Louis, Missouri, this "^ twenty-third day of ]\lay, A. D.. 1895. My term expires on the twenty-fifth day of August, 1897. CHAPMAN S. CHARLOT, /seal\ Notary Public, Cit}^ of St. Louis, Mo. ss. State of New York, \ County of New York, j' Be it remembered, that on this 3rd day of June, A. D. 1895, before me, John J. Tierney, a Notary Public duly com- missioned and qualified in and for the County and State aforesaid, appeared and came Henry C. Bouse, to me personally known, who, being by me duly sworn, did say that he is the President of the Missouri, Kansas and Texas Railway Company, a railroad corporation organized under the laws of the State of Kansas, and that the seal affixed to said foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation, by authority of its Board of Directors; and said Henry C. Rouse acknowledged said instrument to be the free act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand, and affixed my notarial seal, at my office in the County of New York, State of New York, the day and year last above written. My term expires on the 30th day of Marcli, 1896. JOHN J. TIERNEY, Notary Public, Kings County, Certificate filed in New York Co. N. Y. I fJi Kansas City Union Depot Agreement OF July ^>29tli, 1895. BETWEEN Uuion Depot Coinpauy, AND IHissouri, Kansas & Texas Railway Company fj SYNOPSIS OF AGREEMENT BETWEEN Union Depot Company, AND Missouri, Kansas & Texas Railway Company, For use of Union Depot, Kansas City, Mo. DATE : July 29th, 1895. PERIOD : 50 years from June 1st, 1876, EXPIRES ; June 1st, 1926. TERMS : Rental, one-eleventh of lOj? per annum on cost of Union Depot and appurtenances, maximum rental, $3,840 per annum. Proportionate charge of cost of maintenance and operation. Monthly settlements. t^' ®MS3 Agreement, made this 29tli day of July, A. D. 1895, by ai^r between the UNION DEPOT COMPANY, a corporation created and existing under the haws of the State of Missouri, party of the first part, and tlie MISSOURI, KANSAS & TEXAS RAILWAY COMPANY, a corporation created and existing \inder the laws of the State of Kansas, party of the second part ; WITNE!SSETH :— Whereas, on the 1st day of June, 187(>, a certain contract was made bearing date on that day between said party of the first part and the Hannibal & St. Joseph Railroad Company, the Missouri Pacific Railway Company, St. Louis, Kansas City k Northern Railway Company, Kansas Pacific Railway Company, Kansas City, St. Joseph & Council BlulTs Railroad Company, Missouri River, Fort Scott & Gulf Railroad Company and the Atchison, Topeka & Santa Fe Railroad Company^ which is in the words and figures following, to-wit : ''THIS AGREEMENT, made and entered into this first day of June, A D. 1876, by and between the Union Depot Company of Kansas City, Mo., party of the first part, and the Hannibal k St. Joseph Railroad Company, the Missouri Pacific Railway Compan}^ the St. Louis, Kansas City k Northern Rail- way Com[)any, the Kansas Pacific Railway' Companj^, the Kansas City, St. Joseph k Council Blulfs Railroad Company, the Missouri River, Fort Scott k Gulf Railroad Company, and the Atchison, Topeka k Santa Fe Railroad Company, party of the second part ; WITNESSETH:— Whereas, the respective railroads of the several parties of the second part terminate at or run into and through Kansas City, Missouri, and in order to prevent unnecessary expense, inconvenience and loss attending the accumulation of a number of stations, and in order to facilitate the public convenience and safety in the transmission of passengers and baggage from one of said railroads to another, a necessity has arisen for the consi)-uc- tion and maintenance of a Union Depot in said City, from and to whicb the passenger trains of all railroads entering or terminating at Kansas City may run. And, WiiKKKAS, the party of the first part has become incorporated and organized under the laws of the State of Missouri, for the purpose of erecting, maintaining and operating a Union Passenger Depot in said city, and proposes to erect upon the site of the present Union Dspot one of sutficient capacity to accommodate the business of the railroads of the several parties of the second part, and the several parties of the second part desire and have ao-reed to rent and occupy the same when completed. And, Whereas, for the protection of tlie parties hereto it is im- portant that the rights, duties and liabilities of each in regard to the whole subject matter of said depot, its appurtenances, use, care, control, rental, taxes, expenses, renewals and repairs shall be stated and defined. NOW THEREFORE, in considei-ation of the premises, it is niutuallv agreed by and between said party of the first part and the several parties of the second part, each of said railroad com- panies acting for itself and independently, as follows : First.— ^\\&X said party of the first part shall proceed with all reasonable dispatch to acquire by purchase, lease or otherwise, all necessary grounds upon the site of the present Union Depot and adjoining thereto, on which to erect said depot building and appurtenances, and all necessary grounds for switching, siding, storing, &c., and to erect and construct said depot building and appurtenances, yards, tracks, &c., and prejiare the same for use. Second. — The form, character and cost of the building to be erected by said party of the first part shall be subject to the Governing Board hereinafter provided for, or a majority thereof. Tliird. — Said several raih-oad companies, parties of the second part, hereby agree to pa\' to said party of the first part ibr the use of said depot an annual rental amounting to ten (10) per cent, interest on the total ascertained outlay f