fer to the purchasers, accepting hereof, all that certain railway line as located and in part constructed, extending from the International boundary to Mattawamkeag, with all the buildings, rolling stock, plant, materials and appurtenances thereof; together, also, with all the rights, powers, franchises and authority of the vendors, as expressed in the constating instruments under which they are incorporated: to have and to hold the said railway and appurtenances, the rights, powers, privileges, franchises and authority, to the purchasers and their assigns forever, with the right to them to use and exercise all of the said rights, powers, privileges, franchises and authority, either in their own corporate name, or in the corporate name of the vendors, at their own option;

2. The said sale and transfer are thus made for and in consideration of the assumption and performance by the purchasers, of all the duties and obligations imposed upon the International Railway Company (of Canada) in respect of the vendors, by the terms and conditions of the said agreement of date the first day of October, 1886. And it is expressly declared, covenanted and agreed by and between the parties hereto that the purchasers have taken communication of the said agreement, and are cognizant of the terms and conditions thereof, and that they will carry out the said terms and conditions in all respects according to their true intent and purport; and that as the assigns of the said International Railway Company (of Canada), they shall have the right to enforce the performance by the vendors, and by all persons connected therewith whom it shall concern, of all the obligations created by the said agreement, and shall enjoy all the rights, powers and privileges conferred upon the said International Railway Company (of Canada) thereby.

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In witness whereof the parties hereto have executed these presents at Montreal, in Canada, the sixth day of December, eighteen hundred and eighty-six.

SCHEDULE B.

THIS INDENTURE, made between the International Railway Company, a body corporate and politic, duly incorporated by an Act of the late Province of Canada, subsequently amended by Statutes of the Dominion, herein called the vendors, represented and acting by William C. Van Horne, esquire, the president thereof, and James Davidson, esquire, the secretary thereof; and the Atlantic and NorthWest Railway Company, a body corporate and politic, duly incorporated by an Act of the Parliament of the Dominion of Canada, hereinafter called the purchasers, herein represented and acting by the Honorable Sir Donald Alexander Smith, K.C.M.G, esquire, the president thereof, and Charles Drinkwater, esquire, the secretary thereof; witnesseth :

Whereas, by an Act of the Parliament of Canada passed in the session thereof held in the forty-fourth year of Her Majesty's reign, chaptered forty, the vendors are in effect authorized, with the authority of their shareholders, to acquire by purchase, any railway in course of construction, either in the United States or Canada, between the city of Sherbrooke and a point on the Atlantic coast, or on the Bay of Fundy, within the limits of the Dominion, or between any intermediate points, and to consolidate the same with their own railway, as a part of it; and are further authorized to make any contract by way of purchase or otherwise, in respect of the stock, bonds or property of any such railway, in connection with such purchase or amalgamation, or for the purpose of facilitating the same;

And whereas, under the authority of the shareholders of the vendors, granted at a special general meeting thereof, duly called and held for the purpose, on the ninth day of September, 1886, the vendors have executed an agreement for the purchase of the railway of the International Railway Company of Maine, the same now being in course of construction between intermediate points on the said line of railway, from the town of Lennoxville to a point on the Atlantic coast within the limits of the Dominion, the said agreement bearing date the first day of October, 1886, and providing for the completion of the construction of the said International Railway of Maine, and the provision of funds therefor, as well as for the purchase thereof;

And whereas the vendors are also authorized with the authority of their shareholders, to sell their railway to any other railway company;

And whereas, by the charter of the purchasers, they are duly authorized, with the assent of their shareholders, to purchase railways lying in the line of the railway they are authorized to construct, which authority comprises the line of railway of the vendors and the said International railway of Maine;

And

And whereas, at the said special general meeting of the shareholders of the vendors, the board of directors of the vendors were authorized to sell, and the vendors have agreed to sell; and at a special general meeting of the shareholders of the purchasers, duly called and held at Montreal, on the twenty-first day of September, 1886, the board of directors of the purchasers were authorized to buy, and the purchasers have agreed to buy, the line of the vendors, extending from the city of Sherbrooke to the international boundary, together with all the rights of the vendors, acquired by them under and by virtue of the said agreement for the completion and purchase of the said International Railway of Maine, upon the terms and conditions hereinafter mentioned:

Now therefore this indenture witnesseth:

1. That the vendors have sold, assigned, conveyed and transferred, and do by these presents sell, assign, convey and transfer to the purchasers, accepting hereof, all that certain railway line, extending from the city of Sherbrooke to the international boundary, with all the buildings, rolling stock, plant, materials and appurtenances thereof; together, also, with all the rights, powers, franchises and authority of the vendors, as expressed in the several Acts and Statutes incorporating and otherwise affecting them; and together, also, with all the rights and powers of the vendors in, and in respect of, the International Railway of Maine, acquired by the vendors under and by virtue of an agreement for the completion of the said last-mentioned railway, and for the purchase thereof, duly made and executed at Montreal, the first day of October, 1886; and also together with all the claim and demand of the vendors upon the said International Railway Company of Maine, for the recovery of the sum of $216,870, already advanced to the said last mentioned company by the vendors, under the provisions of the said last mentioned agreement; to have and to hold the said railways and appurtenances, the said rights, powers, privileges, franchises and authority, and the said claim, to the purchasers and their assigns forever, with the right to them to use and exercise all of the said rights, powers, privileges, franchises and authority, either in their own corporate name, or in the corporate name of the vendors, at their own option.

2. The said sale and transfer are thus made for and upon the considerations following; that is to say:

(1.) For and in consideration of the assumption and payment by the purchasers, at such prices as they shall agree upon with the holders thereof, of the whole of the outstanding bonds of the vendors, with interest thereon, as the same shall fall due, in accordance with the coupons therefor, thereto attached, of the amount of which bonds, and of the stock of the vendors, the purchasers have been informed;

(2.) For and in consideration of the payment by the purchasers, of fifty (50) cents in the dollar of all the bona fide stock issued by the vendors, to the holders of such stock, on the transfer and delivery of such stock to them. from time to time, upon making such payment;

(3.) For and in consideration of the payment of the bonâ fide outstanding liabilities of the vendors;

(4.) For and in consideration of the assumption and performance by the purchasers, of all the duties and obligations imposed upon the vendors in respect of the International Railway Company of Maine, by the terms and conditions of the said agreement of date the first day of October, 1886; and it is expressly declared, covenanted and agreed by and between the parties hereto, that the purchasers have taken communication of the said agreement between the vendors and the International Railway Company of Maine, and are cognizant of the terms and conditions thereof, and that they will carry out the said terms and conditions in all respects according to their true intent and purport; and that as the assigns of the vendors, they shall have the right to enforce the performance by the International Railway Company of Maine, and by all persons connected therewith whom it shall concern, of all the obligations created by the said agreement, and shall enjoy all the rights, powers and privileges conferred upon the vendors thereby ;

And whereas the vendors, on the 14th day of December, 1885, entered into a certain agreement with the Government of Canada for constructing a line of railway from the south bank of the River, St. Lawrence, at or near Caughnawaga, over the territory and to the point in the said agreement described; and in consequence of the sale hereby effected it is not for the interest of the vendors to carry out that agreement; and at the said special general meeting of the shareholders thereof, the board of directors were authorized to assign and convey the said agreement to the purchasers, and the shareholders of the purchasers have duly authorized the acceptance of the said assignment and transfer, to wit, by a resolution passed at the said above mentioned special general meeting thereof;

Now, therefore, this indenture further witnesseth, that the vendors have assigned and transferred, and by these presents do assign and transfer, to the purchasers, all the rights, claims and privileges conferred upon them in and by the said agreement, subject to the performance by the purchasers, of all and every the conditions and obligations imposed upon them by the said agreement, to their entire exoneration and discharge; all of which the purchasers hereby covenant and agree to and with the vendors duly and validly to perform and carry out, to the entire exoneration and discharge of the vendors; and the purchasers are hereby authorized by the vendors to cause the Govern

ment

ment of Canada to be informed of the present transfer and assignment, and to signify to the said Government the consent of the vendors that the said Government do accept the purchasers as contractors, in the place and stead of the vendors, upon the conditions herein described.

In witness whereof the parties hereto have executed these presents at Montreal, in Canada, the second day of November, 1886.

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: Witnesseth:

Whereas under the powers conferred upon the lessors by the statute incorporating them (42 Vic., cap. 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