interest, or dividends by C. P. R. Co. Guarantee of 3. The Canadian Pacific Railway Company shall have power to execute a formal guarantee of the interest or dividends upon such securities, or of the principal thereof, or of both, as the case may be, and may do so by any lawful deed, agreement or instrument. Confirmation ers required. 4. None of the powers hereby conferred upon the Canaby sharehold- dian Pacific Railway Company shall be exercised by that Company, until they shall have been authorized by the shareholders thereof, by a vote of two-thirds in amount of such shareholders, present or represented at a special general meeting thereof duly called for the purpose of conferring such authority: and the purpose of such meeting shall be described in the notices calling the same. Authority ferred to lapse in a certain case. 5. If at any time hereafter the Canadian Pacific Railway hereby con- Company shall enter into any agreement of amalgamation, or into any pooling arrangement with the Grand Trunk Railway Company, either in respect of the lines hereby authorized to be leased, or any of them, or with respect to any portion of their line, or into any agreement for the joint use of their respective railways, or of the Grand Trunk Railway and the lines hereby authorized to be leased: then, and thereupon, the authority hereby granted to the Company for the leasing of the said lines, shall lapse and determine ;but no obligation assumed or undertaken by the Canadian Pacific Railway Company, under the provisions hereof, shall be affected by such lapse or determination. Proviso. Provision if C.P.R. Oo. undertake the carriage of certain pas sengers and nitoba and N.W.T. 6. If the Canadian Pacific Railway Company shall undertake the carriage of passenger and goods traffic over the said leased lines, or any part thereof, to Manitoba and the NorthWest Territories, by any route south of Lake Superior, and goods to Ma- shall continue to do so after the completion of its line north of Lake Superior, it shall be bound to receive at Emerson, and carry with due despatch to its destination, any such traffic carried by any Canadian line and allied lines from the Province of Ontario, or any Province east of Ontario, to Emerson; and shall not charge any higher rate therefor, than it receives for the carriage over the same portion of its line, of similar through traffic carried by it and its allied Further pro- lines from Ontario to Emerson: Provided always, that any vision in case Railway Company in Canada, availing itself of the foregoing of Railway Co. having provision, and possessing or controlling exclusively railway control of cer- communication from any point on the Canadian Pacific Railtain Railways in Que, and Way in Ontario or Quebec to any other point in either of those Provinces, shall be bound, in like manner, to receive from the Canadian Pacific Railway Company, at the point of connection, passenger and goods traffic coming from Manitoba or the North-West Territories, and carry the same with due despatch to its destination over such exclusive line, and shall not charge any higher rate therefor, than it receives for the Ont. carriage carriage over the same portion of the line, of similar traffic carried by it and its allied lines, from Manitoba or the NorthWest Territories to the point of destination. gations not affected. 7. Nothing in this Act contained shall affect any of the Certain obliduties or obligations of the leasing companies, or either of them, either towards the public or to corporations or individuals. SCHEDULE. This memorandum of agreement made in quadruplicate between the Canadian Pacific Railway Company, first party; The Credit Valley Railway Company, second party; The Ontario and Quebec Railway Company, third party; and The Atlantic and North-West Railway Company, fourth party; Witnesses First.-That under the authority possessed by the second, third and fourth parties for the amalgamation of their lines, proceedings for such amalgamation, in so far as shall be necessary to complete a through line from Montreal, and from the south bank of the River St. Lawrence near Montreal, to the western terminus of the line of the second party, shall be taken and carried forward as rapidly as the law will permit, making due provision in such amalgamation for the issue of securities for an amount sufficient to cover the cost of the construction and equipment of the Ontario and Quebec Railway, and of such portion of the Atlantic and North-West Railway as may be necessary for the above purpose, and for the payment of the purchase money on the acquisition of the Credit Valley Railway, or of such part thereof as shall not be covered by existing charges on said railway. Second. That so soon as such amalgamation shall be completed, the amalgamated company shall execute and issue such amount of securities as shall be agreed upon between the parties hereto, not exceeding, however, the total cost of the said railways, and portion of railway, and thereupon. to lease its entire line within the limits above mentioned, to the Canadian Pacific Railway Company in perpetuity for a fixed annual rental, which rental shall be the interest at a rate not exceeding six per cent. per annum, upon the price of the acquisition of the Credit Valley Railway, and upon the the cost of construction and equipment of the Ontario and Quebec Railway, and of such part of the Atlantic and NorthWest Railway as shall form part of the amalgamated line. And such rental shall be payable half-yearly at the dates at which the interest upon the securities of the amalgamated company shall fall due respectively. Third. The payment of the said rental shall be arranged for in whole or in part, by assuming or by guaranteeing and paying the half-yearly coupons upon the issue of securities to be made by the amalgamated company, covering the sums of money above fixed as the capital upon which such rental shall be calculated; and if such securities should not cover the entire cost of the amalgamated line, then by paying semi-annually to the amalgamated company the interest on the balance of such cost. Fourth. The Canadian Pacific Railway Company shall give its assistance to the amalgamated company by endorsing its securities or otherwise at the earliest possible date at which legislation can be obtained, authorizing it to carry out the present arrangement, in order that the amalgamated company may obtain moneys wherewith to proceed vigorously with the construction of the Ontario and Quebec Railway and the portion of the Atlantic and North-West Railway forming part of the amalgamated line, during the season now commencing. Fifth. The Canadian Pacific Railway Company shall proceed at once to obtain the requisite legislation to enable it to carry out the foregoing preliminary agreement. In witness whereof the parties hereto have executed these presents by causing to be affixed thereto their corporate seals and the signatures of their chief executive officers respectively. Signed, sealed and delivered at the City of Ottawa, this twentieth day of April, A.D., 1883. An Act respecting The Northern Railway Company of Canada. [Assented to 25th May, 1883.] WHEREAS the second Preference Bonds of the Northern Preamble. case and pe Railway Company of Canada, hereinafter called the Company, forming part of the loan capital of the Company Recital of and amounting to the sum of two hundred and eighty three tition of com thousand nine hundred pounds, sterling, will mature pany. and become payable on the 1st day of August 1884, and it is necessary to provide for their payment at maturity; And whereas the present yearly interest upon the said second Preference Bonds amounts to the sum of seventeen thousand and thirty four pounds sterling: And whereas for the purpose of paying off and redeeming the said bonds and also to provide for the improvement generally of the Company's business without increasing its annual charges, it is advisable that the Company be authorized to create and issue, subject to the limitations hereinafter expressed, perpetual debenture stock or terminable bonds to form part of the loan capital of the Company, for any sum or sums of money, and whether the same shall thereby exceed the said capital amount of the said second Preference Bonds or otherwise, but so however that the total annual interest or dividend payable thereon shall not exceed the said sum of seventeen thousand and thirty four pounds sterling being the amount of the present annual interest payable upon the said second Preference Bonds as aforesaid; And whereas the Company has petitioned that an Act may be passed to authorize and create such issue and it is expedient to grant the prayer of the said petition : Therefore Her Majesty, by and with the advice and consent of irectors may issue per ture stock. of the Senate and House of Commons of Canada, enacts as follows: 1. The Directors of the Company may borrow and raise petual deben- by the creation and issue of perpetual debenture stock such sum or sums of money as they may deem expedient for the payment and redemption of the whole or part of the said second Preference Bonds at maturity, and for the general purposes of the Company: Provided however that the total yearly interest payable on the perpetual debenture stock by terest limited. this Act authorized shall not at any time exceed the said sum of seventeen thousand and thirty-four pounds sterling, being the amount of the present yearly interest payable upon the said second Preference Bonds. Proviso: yearly amount of in Power to tions as to such stock. 2. The Directors may, from time to time, make such regumake regula- lations as they may deem expedient in reference to the terms and conditions of issue, the transfer and registration in Canada or elsewhere, and the payment of interest on the perpetual debenture stock by this Act authorized. Bonds may be issued in case such stock is not issued. Proviso: as to amount. Proviso: and as to yearly interest. How such stock or bonds shall rank as a charge on the undertaking. 3. If and so far as the power herein contained of creating and issuing perpetual debenture stock shall not be exercised, the Directors of the Company may borrow and raise by the creation and issue of terminable bonds such sum or sums of money as they may deem expedient for the payment and redemption of the said second Preference Bonds at maturity, and for the general purposes of the Company; provided however that the nominal amount of such terminable bonds shall not exceed the nominal amount of the said second Preference Bonds, in lieu of which they shall be created and issued; and provided also that the total yearly interest payable on such perpetual debenture stock and terminable bonds, or on such terminable bonds alone, as the case may be, shall not, at any time, exceed the said sum of seventeen thousand and thirty-four pounds sterling, being the amount of the present yearly interest payable upon the said second Preference Bonds. 4. The said perpetual debenture stock or terminable bonds as the case may be when so created and issued shall, upon the payment and redemption of the said second Preference Bonds, take the place of and be entitled to all the privileges and priorities of the said second Preference Bonds and shall constitute a second charge upon the undertaking of the Company its real and personal property tolls and revenues; Rights of the and the holders of such perpetual debenture stock, or terminable bonds, as the case may be, shall be deemed to be and shall have all the rights of stockholders, within the meaning of the several sections of the several Acts mentioned and referred to in the fifty-first section of "The Northern Railway Company Act, 1875,"-the amounts of holders thereof. stock |