to be opened, right of way, lands, works, materials for construction, engines, rolling stock, and other the property, rights and privileges whatsoever of the said parties of the first part, whether held or claimed, possessed or enjoyed by them by reason of any Act or Acts of Parliament, deeds, conveyances, agreements or assurances, or otherwise howsoever :

And whereas the said parties of the first part have, in pursuance of certain resolutions of the Board of Directors of the said Buffalo, Brantford and Goderich Railway Company and of the Shareholders of the said Company, in general meeting assembled at Stratford on the nineteenth day of December last past, for the purpose of considering the said proposal, agreed to accept the said proposal :

Now this Indenture witnesseth, that the said parties of the first and second parts, mutually covenant, promise and agree to and with each other as follows:

First-That this Indenture or agreement contains the terms, stipulations and conditions by which each party is to be bound as the basis upon which they will apply for and endeavor to procure the passing of an Act at the next Session of Parliament to incorporate the said intended Company with liability of Shareholders limited to the amount of their shares, and authorize and bind the said parties of the first part and the said intended Company respectively, subject to the conditions hereinafter mentioned, to confirm and fulfil the terms of this agreement and to authorize and confirm the selling or leasing by the said parties of the first part to the said intended Company of their line of Railway, material, stock, right of way, lands, and all other the rights privileges and appurtenances of what kind soever, to the said Railway or to the said parties of the first part belonging or in any wise appertaining, together with all such other engagements and stipulations as are expressly contained or incidentally involved in these presents, or which shall be confirmed by such intended Act.

Second-That the said Act for the incorporating of the said intended Company shall be prayed for and be brought before Parliament, by the said party of the second part or the said intended Company, and shall be under his or their control, but the said parties of the first part shall aid and do all in their power to obtain and procure the passing thereof.

Third-That when and so soon as the said intended Act shall have passed, then these presents shall immediately become and form the actual grant and deed of agreement and conveyance between the said parties of the first part and the said intended Company, and shall be absolute unless modified or altered by mutual consent and agreement, and shall be executed by both Companies under their respective Common Corporate seals as

soon

soon as may be, and shall be binding upon both Companies as if the covenants, stipulations, clauses, matters and things herein contained had been originally entered into by and between the said Companies both before and after the passing of the said intended Act. And thereupon the said party of the second part, shall be discharged from all individual liability in respect of his covenants herein contained; Provided always that if the said Act shall not be obtained, then this agreement and every matter, clause and thing herein contained shall cease to be binding and shall become null and void to all intents and purposes whatsoever.

Now this Indenture also further witnesseth that the said parties of the first part, in consideration of the sums of money or annual payments hereinafter mentioned and agreed to be paid, and of the other covenants, stipulations and agreements entered into on behalf of the said intended company by the said party of the second part, do bereby agree to grant and convey and do by these presents, when they shall become an absolute deed as aforesaid actually grant and convey, bargain, sell, assign, transfer and set over unto the said intended Buffalo and Lake Huron Railway Company, all the line of Railway, works, stations, lands, ferry, right of way, and other premises, property and effects described and mentioned in the Schedule hereunder written, and numbered "One," which said Schedule is to be taken as part of these presents.

To have and to hold unto the said intended Company their successors and assigns for ever, without the interruption, disturbance, or interference of or by the said parties of the firstpart, their successors or assigns or any person or persons or body corporate claiming, by, through or under or in trust for them, subject to the payment by the said intended Company, their successors and assigns, in manner required by these presents, of the sums or annual payments hereinafter set forth, That is to say:

Thirty thousand pounds sterling a year for the first seven years.

Thirty-two thousand five hundred pounds sterling for the eighth year.

Thirty-five thousand pounds sterling for the ninth year.

Thirty-seven thousand five hundred pounds sterling for the tenth year.

Forty thousand pounds sterling for the eleventh and each and every subsequent year until the redemption by the said intended Company of the mortgage bonds hereinafter mentioned, and from and after such redemption the sum of ten thousand

pounds

pounds sterling a year, for ever; Provided always, that the payment of the sum of ten thousand pounds a year shall not, under any circumstances, commence before the said eleventh year. The time for the payment of the said annual sums to commence and be computed from the day on which the said intended Company shall take possession of the said Railway and premises.

And whereas the said parties of the first part, as hereinafter more particularly mentioned, issued their bonds secured by mortgages over their line of Railway and lands hereby by them agreed to be conveyed; the said parties of the first part do hereby covenant, promise, and agree, to and with the said party of the second part acting on behalf of the said intended Company-That the said parties of the first part shall and will reduce the amount of such bonds to five hundred thousand pounds sterling, and that if at the time of delivery of possession of the said line of Railway to the said intended Company, the parties of the first part shall not have reduced the said bonds to the said sum of five hundred thousand pounds sterling, they the said parties of the first part shall and will issue and deliver to the said intended Company their bonds secured on the above deferred rental over the sum of thirty thousand pounds as above agreed to be paid, sufficient to liquidate and indemnify the said intended Company against the amount of the said bonds in excess of the said sum of five hundred thousand pounds sterling. The bonds so to be issued and delivered to the said intended Company, to be taken by the said intended Company and delivered by the said parties of the first part at their then market value; Provided always, that bonds to the amount of thirty-five thousand pounds sterling now held by Messrs. Hesseltine & Powell, of London, England, as security for the completion of the said road, are not to be considered as outstanding, the said parties of the first part being entitled to a return of the same as soon as the said Railway is completed.

And the said parties of the first part hereby further covenant and agree to and with the said party of the second part, that they have already procured or will procure before the said intended Company shall require possession of the said Railway, a good and sufficient title, to at least five-sixths of the whole land forming the line of Railway from Fort Erie to Goderich, and that they will furnish, make and deliver to the said intended Company a good and sufficient title to the said five-sixths of the said lands for the said line of Railway, and to all other the premises hereby by the said parties of the first part agreed to be conveyed or granted to the said intended Company, free from all incumbrances whatsoever except such as are referred to in these presents.

And

And it is hereby agreed by and between the parties to these presents, that the said intended Company shall for the purpose of securing the bonds of the said parties of the first part sold or disposed of or to be sold or disposed of in accordance with the provisions in this agreement contained, and for no other purpose, be legally subject to and chargeable with the three several mortgages following, that is to say: A mortgage bearing date the twenty-fifth day of August in the year of our Lord One Thousand Eight Hundred and Fifty-Two, of the Line of Railway, from Fort Erie to Paris, to secure bonds not exceeding one hundred and twenty-five thousand pounds sterling. Secondly, a mortgage bearing date the first day of July in the year of Our Lord One Thousand Eight Hundred and FiftyThree, of the Line of Railway from Paris to Goderich, to secure bonds not exceeding one hundred and eighty thousand pounds sterling. And thirdly, a mortgage bearing date the first day of June in the Year of Our Lord One Thousand Eight Hundred and Fifty-Four, of the whole Line of Railway, securing bonds not exceeding three hundred thousand pounds sterling; and that from and after taking possession by the said intended company of the said Line of Railway and other the premises hereby agreed to be granted, conveyed or assigned to the said intended Company, the said mortgages as security for the said bonds shall be adopted by and be deemed for all practicable purposes to be mortgages and bonds made and given by the said intended Company, who shall be bound to see to the payment of the interest of such bonds and to the discharge of the principal when due, and who shall adopt such bonds as their own proper debts, and shall pay the interest and the principal thereof, respectively, when due, and indemnify the said parties of the first part from all claims and damages in respect thereof: Provided always, that the parties of the first part shall reduce the amount of the said bonds to the sum of five hundred thousand pounds as aforesaid, and that the said bonds shall not bear or call for a greater rate of interest than six per cent per annum. And provided also that it shall and may be lawful for the said intended Company to apply the sum of thirty thousand pounds a year, out of the moneys hereinbefore agreed to be paid annually by the said intended Company, in payment of the interest on the said sum of five hundred thousand pounds, and it is also hereby further agreed that the annual payments shall decrease, in proportion as the said intended Company shall pay off and discharge the said bonds; the decrease to be six per cent on the amount by them from time to time paid off; And it is hereby declared that it shall and may be lawful for the said intended Company at their option and risk to pay off the said bonds, or renew the loans when due, to discharge the present mortgages or create one or more new mortgages in lieu of the old, or to re-borrow all or any of the sums secured thereby, whether at a higher or lower rate of interest, and that any profit or loss arising from such financial operations, or any of them, shall belong to and be borne by the said intended Company, and they shall not be deemed

deemed or taken to be trustees for the said parties of the first part or be in any manner accountable to them, for and in respect of any matter or thing arising out of such financial transactions.

And the said party of the second part on behalf of the said intended Company hereby covenants and agrees to and with the said parties of the first part, that the said intended Company shall and will duly, punctually and regularly pay to the said parties of the first part, their successors and assigns the balance of the said annual sums or payments due to them after payment or deduction in each year of the interest on the said bonds as aforesaid, such balance to be due and payable yearly, at the end of nine calendar months from the commencement of each current year computed from the day on which the said intended Company shall take possession as aforesaid, and that they will pay all lawful rates, taxes, and assessments upon the said Railway and premises, and also that the said intended Company shall and will construct the said line of Railway from Paris to Stratford so as to open the same for traffic within six months, and thence to Goderich within two years from the time the said intended Company shall take possession of the said Railway as aforesaid; Provided always, that the said six months shall not under any circumstances begin to run or be computed from an earlier period than the first day of May

next.

And whereas the completion of the said Railway from Paris to Stratford and from thence to Goderich within the periods aforesaid forms one of the principal inducements for the parties of the first part to enter into this agreement, and it is hereby expressly agreed that the said intended Company shall and will pay to the said parties of the first part as liquidated and ascertained damages, the sum of one hundred pounds a day over and above all other payments hereby required to be made by the said intended Company, for every day the said Railway shall remain unopened for public traffic for the conveyance of passengers and goods to Stratford aforesaid, beyond and after the said period of six months above limited for the completion of the said Railway to Stratford, and the like sum of one hundred pounds a day for each and every day the said road shall remain unopened for public traffic as aforesaid to Goderich, beyond and after the time limited for the completion of the said road to Goderich as aforesaid.

And it is hereby further expressly agreed, that in the event of the said parties of the first part being unable to arrange with the Bond-holders and other Creditors of the said Buffalo, Brantford and Goderich Railway Company, within the space of three calendar months after the passing of the said contemplated Act, so as to enable the said parties of the first part to deliver over the said Railway and all other the property hereby agreed to

be