It is further mutually covenanted and agreed, that in case of foreclosure and sale of either of the aforesaid class of bonds now existing, or which may hereafter be created, then the seven millions of dollars of stock and bonds named in this instrument shall be first fully paid and discharged, from and out of the proceeds of said sale, and the balance of such proceeds shall be applied to the payment of the remaining bonds, in the order of their priority.

And it is hereby further mutually covenanted and agreed that the guarantee to be endorsed on the aforesaid bonds and stock, shall be in the following form, merely changing the same so far as may be necessary to make the same applicable to the said stock, that is to say The President, Managers and Company of The Delaware and Hudson Canal Company hereby guarantee to the holder hereof the payment of the interest on this bond, according to the terms thereof, subject to the conditions and provisions of a certain lease, made between the said Canal Company and The Albany and Susquehanna Railroad Company, bearing date the twenty-fourth day of February, one thousand eight hundred and seventy, and duly recorded in Albany and other counties, such guarantee to be duly executed under the corporate seal of the party of the second part.

And it is further mutually covenanted and agreed, that all the provisions of this instrument, shall extend to, and bind the respective successors and assigns of the parties hereto, and wherever mention is hereinbefore made of either party hereto, the successors and assigns of such party shall be deemed to be comprehended.

IN WITNESS WHEREOF each of the parties hereto has affixed its corporate seal and caused these presents to be duly countersigned by its proper officer, the day and year herein first above written. (U. S. Int. Rev. Stamp ($1,225.50) Canceled.)

THE PRESIDENT, MANAGERS AND COMPANY OF THE DELAWARE
AND HUDSON CANAL COMPANY,

AND WHEREAS questions have arisen as to the proper construction of some of the provisions of said Indenture, and as to the rights and liabilities of the said parties thereunder, and as to whether the certificates issued by the said Railroad Company to the said Canal Company, dated the 26th day of July, A. D. 1872, for fifteen thousand nine hundred and fifty shares of the capital stock of said Railroad Company, were properly authorized and issued, or now are valid certificates.

AND WHEREAS both of the parties to said Indenture desire to now have the said questions and the rights and liabilities of the said parties respectively under the said indenture definitely settled.

NOW, THEREFORE, in consideration of the premises and of one dollar by each of the said parties to the other in hand paid before the execution hereof, the receipt whereof is hereby by the said parties respectively acknowledged, and of the mutual agreements herein contained, they

Do HEREBY AGREE.

FIRST.―That the total amount of the capital stock of the said Railroad Company shall be, and the same is hereby affixed at and limited to the sum of three millions five hundred thousand dollars, to be represented by thirty-five thousand shares of stock, of one hundred dollars each, upon which the said Canal Company shall, upon the first days of January and July in each year, pay a semiannual dividend of three and one-half per cent. And the provision in the aforesaid recited Indenture contained, giving to twenty-five thousand shares of stock a preference in case of foreclosure, shall be and the same is hereby abrogated and made of none effect; and in consideration thereof, after the one million dollars of the Albany City Bonds, issued to the said Railroad Company, shall, by the operation of the sinking fund provided for the payment of said bonds, be paid, the amount, to wit: the sum of seventy thousand dollars a year, which the said Canal Company will thus be relieved from paying into the sinking fund and upon said Bonds, shall thereafter be added to the dividends to be paid to the stockholders, thus making the dividends to be paid by said Canal Company after the said Albany City Bonds are paid as aforesaid, upon the said thirtyfive thousand shares of stock hereinbefore provided for nine instead of seven per cent. per annum, aunum, to be paid semiannually, on the days herein before mentioned for the payment of the semi-annual dividends of three and one-half

per cent. And upon the execution execution and delivery of this

Agreement, the said Canal Company shall, upon receiving the bonds hereinafter agreed to be issued to the amount, at par, of one million five hundred and ninety-five thousand dollars, cancel and surrender up to the said Railroad Company the aforesaid certificates issued for fifteen thousand nine hundred and fifty shares of stock.

SECOND. That the said Railroad Company, in order to provide for the payment of the Mortgage Bonds by it heretofore issued, and to pay the said Canal Company for the cancelling and surrender of the aforesaid fifteen thousand nine hundred and fifty shares of stock, and also such further sums as the said Canal Company, now or hereafter, may be entitled to for expenditures made upon said demised railroads and property, shall, in such due and legal form as the counsel of the respective parties hereto may advise, make and execute to the Farmers' Loan and Trust Company of the City of New York, (hereinafter called the Trust Company) a mortgage to be designated as a "First Consolidated Mortgage," bearing date the first day of April, in the year of our Lord, one thousand eight hundred and seventy-six, upon all and singular the railroads, rolling stock, property, rights and franchises covered by and included in the aforesaid recited Indenture, or intended so to be, together with the betterments, improvements and additions thereto made since the making of said Indenture, and together with all the betterments, improvements and additions thereto hereafter made, and including all property hereafter acquired in anywise appertaining to the said railroads or property, excepting money, shares, securities and things in action, to secure the payment of ten thousand bonds of one thousand dollars each, to be, as hereinafter provided, made, executed and delivered by the said Railroad Company, together with the interest thereon; which mortgage thus made and executed the said Railroad Company shall acknowledge and deliver to the said Trust Company.

And the said Railroad Company shall also for the herein before recited purposes, in like due and legal form, from time to time, as hereinafter mentioned, make, execute and deliver to the said Trust Company ten thousand of its Bonds, payable to the said Trust Company or Bearer for one thousand dollars each, all to bear even date. with said mortgage and to be made payable on the first day of April, A. D. 1906. Of which ten thousand Bonds, three thousand shall upon the execution of this agreement, be made, executed and delivered by the said Railroad Company to the said Trust Com

pany, and shall bear interest at the rate of seven per centum per annum, to be paid semi-annually; and the principal and interest thereof shall be made payable in lawful money of the United States of America, at the office of the said Canal Company in the City of New York or at such other place in the said City as the said Canal Company may designate.

And the residue of the said ten thousand Bonds shall be, by the said Railroad Company, from time to time, as requested by the said Canal Company, made, executed and delivered to the said Trust Company so far and to such extent as the same may be required for the purposes hereinbefore mentioned, which Bonds shall bear interest, at the option of said Canal Company, either at the rate of seven per centum per annum, payable semi-annually in lawful money of the United States of America, or at the rate of six per centum per annum, payable semi-annually in gold, or at the rate of six per centum per annum, payable semi-annually in sterling; and the principal of the Bonds that bear interest at the rate of seven per cent. in currency, or six per cent. in gold, shall be made payable at the office of the said Canal Company in the City of New York or at such other place in the said City as the said Canal Company may designate, in lawful money of the United States of America, and the interest thereon shall be made payable at the same place; and the principal of as well as the interest upon such of the said Bonds as bear interest payable in sterling, shall be made payable in sterling, at such place in the City of London, England, as the said Canal Company may designate, and the payment of the principal of and interest upon all of the said Bonds which are issued by the said Trust Company for the purposes aforesaid shall be guaranteed by the said Canal Company; and the said Trust Company shall upon the cancellation and surrender by said Canal Company of the said certificates to it issued for 15,950 shares of the stock of said Railroad Company, certify and issue to the said Canal Company 1,595 of the said three thousand Bonds which are now to be made and shall also then certify and issue to the said Canal Company as many more of the said three thousand Bonds as may be required to re-imburse the said Canal Company, the balance to it then due for the expenditures by it made upon the railroads and property by the hereinbefore recited Indenture demised.

And the said Trust Company shall also, from time to time, certify and issue any of the said Bonds, to them delivered, in ex

change at par with an equal adjustment of interest, for the existing outstanding Mortgage Bonds of the said Railroad Company, which amount in the aggregate to three million, four hundred and fifty thousand dollars, ($3,450,000).

And the said Trust Company shall, as fast and as soon as any of the said existing Mortgage Bonds are thus taken up, cancel them and certify the fact to said Canal Company. And the said Trust Company shall also, from time to time, certify and issue to the said Canal Company, any of the said Bonds, to them delivered by said. Railroad Company for such amount as may be due to the said Canal Company for moneys expended pursuant to the provisions of the herein before recited Indenture; and such bonds so to be issued to said Canal Company, shall be taken by said Canal Company at par, and all coupons thereof then past due shall be cut off and cancelled before such issue; and it is further provided and agreed that in every case of doubt or disagreement as to the amount of bonds so to be delivered by said Trust Company to said Canal Company, either of the parties hereto or the said Trust Company may bring the question before any competent Court for adjudication, and until such adjudication shall be finally made neither of said parties hereto shall be liable to any forfeitures, nor shall these presents or anything herein contained be impaired or made void by any omission to make, or cause to be made, such delivery or such acceptance of bonds.

And it is further provided and agreed that there shall, at all times, be retained by the said Trust Company, an amount of said Bonds equal to the then outstanding amount of Mortgage Bonds heretofore issued.

THIRD. That all the certificates for stock heretofore issued by said Railroad Company and now outstanding, except the said certificates for 15,950 shares, shall be called in, and as fast as they are received new certificates shall be issued subject to the provisions of this agreement, but the said Railroad Company shall not be bound to guarantee or insure a compliance with such call.

FOURTH. That the said Canal Company shall endorse or stamp upon each Bond so as aforesaid to be issued by the said Trust Company, a guarantee duly executed under its common seal, in the form following:

The President, Managers and Company of The Delaware and