1. The Canadian Pacific Railway Company, hereinafter Power to ac called "the Company," may acquire, by lease or otherwise, line of railquire a certain the remainder of the Consolidated Railway of the Ontario way. and Quebec Railway Company, constructed or acquired, or to be hereafter constructed or acquired, extending from a point on its existing line of railway, at or near the town of Woodstock, to the Detroit River,--such acquisition to be subject to the authority of the shareholders of the Company, granted at a special general meeting thereof, specially called for the purpose, and upon such terms and conditions as to the payment of the rental thereof either to the said Ontario and Quebec Railway Company, or to the holders of the securities thereof, or otherwise, as shall be agreed upon. from North ed. powers in case 2. The terms and conditions of the lease by the Atlantic Lease of line and North-West Railway Company to the Company of the West Railway consolidated line from the river St. Lawrence to Matta- Co. confirmwamkeag, forming the schedule to this Act, are hereby approved and confirmed; but in the event of the said lease Provisions as being terminated at any time for any of the causes men- to running tioned therein, the said Atlantic and North-West Railway of termination Company shall, from and after such termination, have and of lease. possess running powers over the bridge now in course of erection over the river St. Lawrence near Lachine, and also over the line extending from the said bridge to the terminus of the said railway on Windsor street, in the said city of Montreal, now in course of construction by the Atlantic and North-West Railway Company, under its charter, under agreement between that Company, the Ontario and Quebec Railway Company, and the Canadian Pacific Railway Company, as the lessee thereof, confirmed by the Act forty-seventh Victoria, chapter sixty-one,-such running 47 V., c. 61. powers to be of such extent and nature as to allow to the Atlantic and North-West Railway Company equal running rights with the said last mentioned companies into the said city and terminus; and the precise nature and regulation of such running powers, and the remuneration therefor, shall be fixed by agreement between the said companies, or, in default of agreement, by two arbitrators, one of whom shall be named by the Atlantic and North-West Railway Company and the other by the other two companies, and by a third arbitrator, to be agreed upon by the said two arbitrators, or in default thereof, to be appointed by the Minister of Railways and Canals. St. Mary 3. The Company may join with any other railway or bridge company or companies having authority to construct River. a railway bridge over the St. Mary River, in the construction of such a bridge at or near the Sault Ste. Marie, upon such terms and conditions as shall be agreed upon; and if it is decided to construct the said bridge under the power and authority granted or to be granted to the Sault Ste. Marie issurd on eertain branch lines. Bridge Company, or to any other company formed for constructing the said bridge, the Company may subscribe stock in such company to such an extent as shall be agreed upon between it and the other companies joining in such con struction. Mortgage 4. In the event of the Company constructing any branch bonds may be line exceeding twenty miles in length under the authority contained in the provisions of its charter, it shall have the right to issue bonds secured exclusively upon such branch line of railway, to an extent not exceeding twenty thousand dollars per mile of such branch railway, in aid of the construction thereof; and the proceeds of such bonds shall be applied exclusively to the construction and equipment of the branch line of railway upon which they shall be secured; and such bonds shall be secured in like manner, and shall be issued, and the disposition of their proceeds provided for upon like terms and conditions, to the manner, terms, and conditions established with reference to the bond issue on the Algoma Branch Railway of the same Company, by the Act forty-ninth Victoria, chapter nine, intituled " An Act further to amend the Act respecting the Canadian Pacific Railway Company," all of which provisions shall apply to such new issue, mutatis mutandis, to the same extent and in the same manner as to the said bond issue secured on the Algoma Branch Railway. 49 V., c. 9. Location of and mortgage thereon. 5. The location of the branch lines of the Company branch lines, between Port Moody and the city of New Westminster, and between Port Moody and the city of Vancouver, is hereby ratified and confirmed, and the lien and charge created by the mortgage bonds of the Company, and by the deed of mortgage securing the same, under the provisions of the Act passed in the session held in the forty-eighth and forty48-49 V., c. 57. ninth years of Her Majesty's reign, chapter fifty-seven, shall extend to and attach upon the said last mentioned branch of the Company's railway. Line between be sold. 6. The Company is hereby authorized to sell to the PonAylmer may tiac Pacific Junction Railway Company the portion of its line lying between the city of Hull and the town of Aylmer, for such price and upon such terms and conditions as shall be agreed upon between the said companies; and upon the payment of the price so agreed upon, not being less than nine thousand dollars per mile of the said portion of the said railway, the same shall be thereafter freed and discharged from the lien created by the first mortgage bonds of the Company, issued and secured under the provisions of 48-49 V., c. 57. the Act forty-eighth and forty-ninth Victoria, chapter fiftyseven Provided always, that it shall be the duty of the Company to apply the purchase money of the said portion of its railway to the extension, improvement and equipment of of the remaining portion of its railway covered by the lien created by the said bonds, to the satisfaction of the trustees under the deed of mortgage securing the same; but the pur- Proviso: apchaser of the said portion of the said railway shall not be re- plication of proceeds. sponsible for the said application of the said purchase money. may lease 7. The Company may lease the railway known as the Company South-Eastern Railway from its present or any future pro- South-Eastprietors thereof, upon such terms and conditions as shall be ern Railway. agreed upon. SCHEDULE. THIS INDENTURE made between the Atlantic and NorthWest Railway Company, a body corporate and politic, herein represented and acting by the Honorable Sir Donald Alexander Smith, K.C.M.G., the president thereof, and Charles Drinkwater, Esquire, the secretary thereof, hereinafter called the lessors, and the Canadian Pacific Railway Company, a body corporate and politic, herein represented and acting by William C. Van Horne, Esquire, the vice-president thereof, and Charles Drinkwater, Esquire, the secretary thereof, hereinafter called the lessees: Witnesses : Whereas under the powers conferred upon the lessors by the statute incorporating them (42 Vict., chap. 65) they have acquired the International Railway of Maine, and the International Railway, and are now engaged in constructing a line of railway from the south bank of the St. Lawrence River, at the terminus of the Ontario and Quebec Railway, hereinafter called the Western terminus. to a junction with the International Railway at Lennoxville, in the Province of Quebec, the said three lines of railway now forming the consolidated line of the said lessors; And whereas the line of the said International Railway Company of Maine is incomplete, only a portion thereof having been constructed, and by the terms of the acquisition thereof by the lessors, the completion of the construction thereof is under their control, and they thereby undertake and engage to provide the requisite funds for the completion of such construction; And whereas by an agreement of the International Railway Company with the Government of Canada, of date the 14th day of December, 1885, the said Government undertook and agreed to pay a subsidy of two hundred and fifty thousand dollars a year, for twenty years, in aid of the construction of a line of railway from the south bank of the river St. Lawrence to the Atlantic sea-board, of which the consolidated consolidated line of the lessors forms part, and the portion of the said subsidy, applicable to parts of the said consolidated line, has been fixed by the said Government at the sum of $186,600, equal to the sum of thirty-eight thousand four hundred and eighty-six pounds, six shillings sterling; And whereas, by an agreement between the Government, the lessors, the lessees, and Messrs. Baring Brothers & Company, of London, England, bearing date the sixth day of December, 1886, it is in effect agreed that the said portion of the said subsidy shall be paid into the hands of the said firm of Baring Brothers & Company, for the benefit of the holders of the bonds of the lessors, and that the rental, payable by the lessees, shall be paid during a period of twenty years, into the hands of Messrs. Baring Brothers & Company, for the same purpose, that is to say, to form with the said subsidy, an annual sum sufficient to pay the interest, during twenty years, on the mortgage bonds of the lessors; And whereas it has been agreed between the lessors and lessees that the lessors shall lease their said consolidated railway to the lessees, and the terms and conditions of such lease were duly determined, and the execution thereof authorized, at a special general meeting of the shareholders of the lessors duly called and held at Montreal, in the Province of Quebec, on the twenty-first day of September, 1886, which terms and conditions of the said proposed lease, as embodied in a draft indenture of lease laid before the said meeting, and approved thereby, have been agreed to by the lessees; and an indenture of lease in conformity with the said draft was then and there, by the said shareholders, at the said meeting, ordered to be executed by the executive officers of the lessors, and these presents have been made in conformity with the said draft indenture; Now therefore this indenture witnesseth : 1. The lessors hereby demise and lease to the lessees in perpetuity, the railway of the lessors, as now existing and held by the lessors, constituting the first two sections of their entire intended line of railway, the said sections extending from the said western terminus thereof to a point of junction with the Maine Central Railway at or near Mattawamkeag, in the State of Maine, one of the United States of America; to have and to hold the said railway to the lessees forever, together with all the stations, station-grounds, freight-houses, shops, engine-houses, water-tanks, sidings, turn-tables, and all other buildings, fixtures and structures whatsoever, belonging to the said lessors, and constructed, created, acquired or used for the purposes of the said railway; and also together with the rolling stock, plant and other appurtenances, movable and immovable, appertaining thereto. 2. The present lease is thus made for the considerations following, that is to say : Firstly, Firstly, for and in consideration of a rental or annual sum of twenty-eight thousand and thirteen pounds, fourteen shillings sterling, which the lessees hereby covenant, bind and oblige themselves to pay to the said firm of Baring Brothers & Company, for the purpose aforesaid, in equal semi-annual instalments, for twenty years from the date of the delivery to the lessees, of the said railway, complete and in running order. And, secondly, for and in consideration of the rental or annual sum of sixty-six thousand five hundred pounds, sterling money aforesaid, which the lessees hereby covenant, bind and oblige themselves to pay, in perpetuity, from and after the expiry of the said period of twenty years, direct to the holders of the bonds issued by the lessors, in proportion to the amount of such bonds which such holders may possess, at the place, and upon the days, on which the coupons which are attached to the said bonds respectively fall due. And if in consequence of a change in the value of exchange on Great Britain, the proceeds, in sterling, of the said sum of $186,600 payable by the Government, should not amount to £38,486 6s. Od. sterling, the lessees hereby further bind and oblige themselves to pay to the said firm of Baring Brothers & Company, as part of the said rental, such further sum of money as shall be required to make good the said last mentioned amount, in sterling. 3. The lessors covenant and agree to and with the lessees, to proceed forthwith with the completion of their railway from the south bank of the river St. Lawrence to the town of Lennoxville, to a point of junction with the railway acquired by the lessors from the International Railway Company; and do hereby also covenant and agree to and with them, to cause to be proceeded with and completed, the incomplete portion of the railway of the International Railway Company of Maine. And they do hereby further covenant and agree with the lessees that the said several portions of the said consolidated railway shall be constructed and completed in an efficient and workmanlike manner, of a standard of quality, and of work and materials, in all respects equal to the average of the railway of the lessees. And the lessees shall have the right of supervising the work of construction thereof, and shall have the right to appoint a manager of construction, whose duty it shall be to examine and supervise such construction, and shall have the right to cause the said several portions of railway to be built of the standard of quality herein agreed to; and in case of any obstruction or interference with such rights, and upon the report of such superintendent to that effect, the lessees shall have the right to take such proceedings as may be advised by counsel learned in the law, to enforce the fulfilment of the conditions of these presents, in respect of the standard of the said work and materials, and to cause the |