ASSENT

OF PARTIES

TO THE FOREGOING PLAN.*

1. AGREEMENT OF THE FIRST MORTGAGE BONDHOLDERS.

Now, therefore, each of the persons being a holder of First Mortgage Bonds, secured by first lien on the Pittsburgh, Fort Wayne and Chicago Railroad, or some part thereof, (to wit, bonds of the Ohio and Pennsylvania Railroad Company, bearing date July 1st, 1850, and secured on the section between Pittsburgh and Massilon, or bearing date January 1st, 1851, and secured on the section between Massilon and Crestline; or of the Ohio and Indiana Railroad Company, bearing date August 1st, 1852, and secured on the road between Crestline and Fort Wayne; or of the Fort Wayne and Chicago Railroad Company, bearing date July 1st, 1853, and secured on the road between Fort Wayne and Chicago), and subscribing this instrument, hereby agrees, to and with each and all the other persons, being also holders of the said bonds and subscribing this instrument, that he, the person so agreeing, hereby accepts of and consents to the terms, conditions, and provisions, applying to the aforesaid First Mortgage Bonds and the coupons belonging thereto, which are expressed in the foregoing Plan, for and in respect to the bonds and coupons held by the persons so agreeing-being the number by the said person set opposite his name, affixed hereto; and that he will assign and deliver the bonds by him so subscribed, to such person or persons as may be designated for that purpose by the Purchasing Agents hereinafter named, or by their survivors or survivor, at such time or times, and at such place or places,

* The recitals are omitted, being a repetition of the Plan itself.

as may be by them or him appointed; and will accept in lieu thereof, an amount equal to the par value of the said bonds and coupons, in bonds to be made by the corporation or corporations hereafter created, and to be secured by a first lien, as in the aforesaid Plan mentioned, and with certificates for fractional amounts, as therein provided. And to that end, and for the considerations aforesaid, each of the said persons so subscribing does hereby irrevocably appoint and constitute

to be his agents and attorneys in fact, to attend any sale or sales which may be held of the aforesaid Pittsburgh, Fort Wayne and Chicago Railroad, and of its appurtenances and equipments, or of any part or parts of the said railroad, appurtenances, and equipments, whenever and wherever the same may be offered for sale, under or by virtue of the mortgages known, respectively, as the First Mortgage of the Ohio and Pennsylvania Railroad Company, bearing date July 1st, 1850, or the First Mortgage of the said Company, bearing date January 1st, 1851, or the First Mortgage of the Ohio and Indiana Railroad Company, or the First Mortgage of the Fort Wayne and Chicago Railroad Company, or of any one or more of the said mortgages, or of any subsequent mortgage or mortgages, or at any sale or sales which shall operate to discharge in whole or in part the lien of such First Mortgages, or any of them, or any sale or sales, any proceeds of which shall be applicable upon such First Mortgages, or any of them, whether such sale or sales be pursuant to judicial decree, or to express powers; and at such sale or sales, in their or his name, or in the name of either of them, or such other name as they may deem best, to purchase the said Pittsburgh, Fort Wayne and Chicago Railroad, and its appurtenances and equipments, or any part or parts of the same, in the manner, and subject to the restrictions hereinafter expressed, to wit:

1. In case any such sale or sales shall be made separately of the portion of the said road covered by any of the said first

four mortgages, then such Agents, in bidding for and purchasing such portions, shall be deemed to act for the holders of the bonds secured by the first mortgage upon the said portion, such holders being parties hereto, and not for the holders of bonds secured on other portions of the said road; but,

2. In case any such sale or sales shall be made jointly of portions of the said road covered by two or more of the said first mortgages, then such Agents, in bidding for, and purchasing such portions so jointly sold, shall be deemed to act for the holders of bonds secured on the portions so sold, such holders being parties hereto:

It being the intent and meaning of these presents that each subscriber hereto shall become interested in the purchase of the specific portion of the said road, upon which the bonds by him subscribed are secured, in the exact proportion which his bonds so subscribed, with the coupons belonging thereto, bear to the whole number of the bonds, with the coupons belonging thereto, which are secured thereupon; or in the purchase of the said portion, and such other portions of the said road as may be sold jointly, in the exact proportion which his bonds so subscribed, with the coupons belonging thereto, bear to the whole number of bonds, with the coupons belonging thereto, which are secured upon the portions of the said road sold jointly, as aforesaid; and that the said subscriber shall not be or become liable for any such bid or bids, or for any such purchase or purchases, in any manner or to any extent beyond the distributive share of the proceeds of such sale or sales to which he may be entitled, as holder of the bonds by him hereto subscribed. And for the said purposes, and in consideration as aforesaid, each person subscribing these presents hereby agrees that he will deposit with the said agents, or with John Ferguson, trustee, of the City of New York, at 35 Pine street, the bonds by him hereto subscribed, not less than thirty days previous to the earliest day which may be appointed for the sale of any portion of said road, pursuant to a judicial decree or express power; and does hereby authorize and empower said agents to consent to any and all orders or decrees, in any court or courts, which they may deem necessary or fit, for the purpose of fixing the rule for distributing the proceeds of any sale or sales made jointly of the whole of the said railroad, or of portions thereof which are covered by more than one of the aforesaid mortgages.

And it is further agreed, that each person subscribing hereto, and holding the bonds so subscribed, may also become entitled to an interest in that portion of any purchase or purchases made in pursuance hereof, for which holders of bonds may not subscribe, to the extent of the proportion which the bonds of such person bear to the whole number subscribed, on furnishing to the said Agents, at least thirty days before the earliest time appointed for the sale of any portion of the said road, funds to defray the cost of such interest; Provided, that every such privilege shall be subject to the option of the said Agents, in their discretion, at any time or times, to allow any such non-subscribing bondholder subsequently to become a party hereto, on such terms as to them shall seem expedient; and it is further agreed, that in case any party hereto shall decline or omit to accept the benefit of this provision, or to comply with the same, or shall fail to fulfill his obligations under this Agreement, the said Agents may hold the interest in the said purchase or purchases, to which he would otherwise become entitled, for their own account and benefit; and in all cases every person acquiring an interest in the said purchase or purchases in place of any non-subscribing bondholders, or of any defaulting party hereto, shall be entitled to stand, as to the new securities to be issued, in the place of the party to whose position under this agreement he shall have succeeded.

And the said agents may act, in all cases, by a majority of their number, and by one or more substitutes, attorneys, or agents; and they, or the person or persons who shall, under their authority, receive the legal title to the said road, are declared to possess, and are hereby invested with, all the legal and equitable powers, authorities, and rights of purchasers, with respect to the entire purchase or purchases which may be made in pursuance of these presents, and shall have full power and authority to convey all the estates, rights, and authority acquired by such purchaser or purchasers, to any corporation or corporations which may be formed for the purpose of holding or operating the said railroad, or any part thereof, upon such terms and conditions, and with such restrictions and agreements as to the said Agents shall seem expedient; and generally to do all acts and things for the formation of the said corporation or corporations, and for investing them, when so formed, with the title to the railroad,

and other property acquired by such purchaser or purchasers, and all acts and things for the carrying out of the objects of this agreement, provided that the aforesaid authority shall not extend to voting, in behalf of any subscriber hereto, for directors at the meeting or meetings for the organization of the said corporation or corporations.

2. AGREEMENT OF JUNIOR LIEN HOLDERS.

Now, therefore, each of the persons being a holder of bonds. secured by a second or third lien on the Pittsburgh, Fort Wayne and Chicago Railroad, or some part thereof (to wit, bonds of the Ohio and Pennsylvania Railroad Company, bearing date June 30th, 1856, and secured by a second lien on the road between Pittsburgh and Crestline; bonds of the Ohio and Indiana Railroad Company, bearing date October 1st, 1853, and secured by a second lien on the road between Crestline and Fort Wayne; bonds of the Ohio and Indiana Railroad Company, bearing date September 1st, 1854, and secured by a third lien on the road between Crestline and Fort Wayne; and Construction Bonds of the Pittsburgh, Fort Wayne and Chicago Railroad Company, bearing date January 1st, 1857, and secured on the whole line between Pittsburgh and Chicago), and subscribing this instrument, hereby agrees to and with each and all other persons, being also holders of the said bonds, and subscribing this instrument, that he, the person so agreeing, hereby accepts of and consents to the terms, conditions and provisions applying to the aforesaid mortgage bonds, and the coupons belonging thereto, which are expressed in the foregoing Plan, for and in respect to the bonds and coupons held by the person so agreeing,-being the number by the said person set opposite his name, affixed hereto, and that he will assign and deliver the bonds by him so subscribed to such person or persons as may be designated for that purpose by the Purchasing Agents hereinafter named, or by their survivors or survivor, at such time or times, and at such place or places, as may be by them or him appointed; and will accept in lieu thereof an amount equal to the par value of the said bonds and coupons, in bonds to be made by the corporation or corporations hereafter created, and to be secured by second and third liens, as in the aforesaid plan mentioned, and with certificates