Form 23. and is about to offer the same for public sale: AND WHEREAS the said shares are represented by share warrants to bearer which have been issued to the A. Company: AND WHEREAS it is intended to annex to each of the said share warrants a certificate to the effect set forth in the first schedule to these presents and the shares comprised in the said warrants are hereinafter called the guaranteed shares: AND WHEREAS the A. Company intends to issue with each of the said share warrants five interest coupons in the form set forth in the second schedule hereto, and each of the said coupons is to mention the share in respect of which it is issued, and to which of the first five years from the incorporation of the company it is appropriated: AND WHEREAS the A. Company, in order to dispose of the said 6000 shares on the most favourable terms, has determined to execute this agreement: AND WHEREAS the said and have agreed to become trustees for the purposes

Guarantee.

Payment.

Coupons.

Free from equities.

Interim

dividends.

Beneficiaries.

thereof:

NOW THESE PRESENTS WITNESS AND DECLARE as follows:1. The A. Company guarantees that the B. Company shall, in respect of each of the first five years next following the incorporation of the B. Company, pay a dividend at the rate of 5 per cent. per annum on the guaranteed shares, and that such dividend (hereinafter called the minimum dividend) shall in respect of each of the said five years be paid during such year or within three calendar months after the expiration thereof.

2. As regards cach of the said five years, if the B. Company shall not pay the minimum dividend in manner aforesaid, the A. Company shall, in respect of such year, pay the minimum dividend on the guaranteed shares, or such sum as, with the dividend, if any, actually paid by the B. Company in respect of such year, shall amount to the minimum dividend on such shares.

3. The A. Company will recognise and shall be entitled to treat the bearer of each of the interest coupons intended to be issued with the guaranteed shares as aforesaid as the absolute owner of the amount (if anything) which shall become payable by the A. Company under the last preceding clause hereof in respect of the share and year respectively mentioned in such coupon, and the A. Company will, upon presentation and delivery of such coupon, but not otherwise, pay the same to the bearer of such coupon accordingly, and the delivery of such coupon shall be a good discharge to the A. Company for the money so paid.

4. The bearer of each of the said interest coupons shall be entitled to the payment of what, if anything, shall be payable in respect thereof as aforesaid, free from any equities between the company and any other person.

5. In determining whether the B. Company has or has not paid the minimum dividend in respect of any of the said five years, several dividends, whether interim or otherwise paid in respect of such year, shall be treated as one dividend for the purposes of these presents.

6. The holders of the said interest coupons shall respectively be

entitled to the benefit of the trusts hereby declared, and may sue the A. Form 23. Company accordingly.

7. The statutory power of appointing new trustees hereof shall be New trustees. vested in the A. Company.

IN WITNESS, &c.

[First Schedule containing memorandum as to guarantee.]
[Second Schedule containing certificate and form of coupon.]

AGREEMENT for TRANSFER of RAILWAY CONCESSION and for CON

STRUCTION of RAILWAY.

Space can only be found for an outline of this contract.

Form 24.

AN AGREEMENT, &c. Parties: the company (1); the con- Parties. tractors (2).

Recitals: As to the concession, and as to the company's capital, and as Recitals. to recognition of company in the Republic of:

Now, &c., COVENANT AS FOLLOWS:

1. Contractors to vest the concessions in the company and pay all Terms. expenses incident thereto.

2. Contractors to acquire all requisite land and rights, and to construct and equip the railway in accordance with the specification, but contract to prevail where specification and contract inconsistent.

3. Works to be carried out to satisfaction of company's chief engineer, and also of government engineer.

4. Contractors to comply with all local laws, and to give all notices to local authorities and others, and to pay all damages for default.

5. Contractors to prepare plans and to submit same for chief engineer's approval, and all requisite modifications to be made.

6. After commencing, contractors to proceed continuously, so as to complete the works within three years from notice to proceed.

7. Provision for extension of time where delay caused by vis major shipwreck, fire, strikes, &c., and penalty of 4007. per month for undue delay.

8. Contract price 500,0007. payable (a), as to 50,000l., in cash on receipt of telegraphic information of vesting of concessions in company, &c. ; (b), as to 25,0007. in cash, on engineer's certificate, subject to retention of per cent. till -7. accumulated as retention fund. Payments to be on account merely. Provision for final certificate; (c) 200,000l. in deferred shares.

--

Certificates how to be made.

9. Retention fund to be invested, and in due course transferred to contractors.

10. Schedule of prices annexed not to affect contract price, and is referred to merely for the purpose of regulating payments on account.

Form 24.

11. Payments to be made as and when chief engineer certifies. Certificates to be granted, (a) on shipment of materials; (b) for works done in the Republic, notification by telegram; (c) as to final certificate.

12. Inspection of material on shipment; examination during manufacture; certificates thereon; insurance of consignments; bills of lading and policies to be delivered to company; goods paid for on shipment to belong to company.

13. Contractors to undertake risk of transport, cost of marine insurance, and loss of materials, even where payment made on shipment, and title in company. Contractors to receive insurance moneys.

14. Chief engineer and his successors.

15. Resident engineer to be appointed, who is to be deputy of chief engineer; his power to bind company; his duties; course if he fails in his duty; course if chief engineer does not give certificates; engineer's access to works.

16. Company's exemption from customs to enure as far as may be for contractor's benefit. Use of timber on waste land, ditto.

17. In case of increase in works and extension of guarantee, contract price to be increased.

18. Engineers to be at liberty to regulate progress of works.

19. Limited power for contractors to vary course and gradient of line, &c. Variation by direction of company. Additional expense, how to be met; saving in expense not to diminish price, unless claimed by government.

20. Delivery of line on completion. Liberty to deliver in sections of not less than 10 miles.

21. Maintenance by contractors for six months after completion. Certificate for maintenance.

22. Use of line by contractors. Use of rolling stock by contractors. Contractors' materials, &c., to be carried by company-payment therefor. 23. Liberty for company to deduct from contract price all monies due from contractor.

24. Contract not to be transferred, but liberty to sublet, contractors remaining responsible.

25. Re-execution of improperly executed work. Removal of improper materials.

26. If contractors in default or insolvent the works may be taken out of their hands, and company may complete or procure completion of same at expense of contractors. Disposition of surplus. Taking possession not to vitiate contract, or prejudice company's claim for damages, &c.

27. If company in default for thirty days, contractors may suspend works or determine contract if default continues for a further fifteen days.

28. Arbitration clause.

29. How notices to be given.

30. Contractors not bound to proceed until company gives them

notice to proceed. Such notice not to be given until the whole of the Form 24. preference shares taken up by responsible persons.

31. If notice to proceed not given within three months, contractors

may determine contract.

IN WITNESS, &c.

[Schedule containing specification.]

vest the
It is a

In the above case it will be observed that the contractors agree to concession in the company, and to execute the works for a lump sum. plan very commonly adopted, not only as regards foreign railways, docks, tramways, and other undertakings, but as regards English tramways, hotels, and the like. The contractors generally acquire the concession, order to construct the tramway, proposed site for hotel, or other property by purchase, and then form or procure the formation of the company, which at once executes the contract. It may be surmised that at any rate in some cases the principal reason for adopting this plan is to avoid disclosing the respective amounts to be paid for the concession, and the execution of the works.

of

AGREEMENT for SALE of COLLIERY and other ASSETS to COMPANY on
SCHEME of ARRANGEMENT under BANKRUPTCY ACT.

Form 25.

AN AGREEMENT made the 13th day of Dec., 1875, between T. Parties. public accountant, trustee of the estate of Messrs. F. & H.,

in liquidation, of the 1st pt; F., of the 2nd pt; H., of, of the 3rd pt; R., of the 4th pt; and the A. & P. Co, Limtd (hereinafter called "the co") of the 5th pt.

WHEREAS on or about the 5th day of June, 1875, the said F. & H., Recitals. trading under the firm of as ironmasters and colliery proprietors, presented a petition to the London Bankruptcy Court for liquidation [resolution passed and registered, and T. appointed receiver and manager, and subsequently trustee].

AND WHEREAS the assets and liabilities in the said matter include joint assets and liabilities of the said debtors and separate assets and liabilities of each of them.

AND WHEREAS the joint assets in the said matter include certain coal and iron works, hereditaments and property specified in the first and second parts of the first schedule hereto, and portions of the said property specified in the first part of the said schedule are (besides the mortgages hereinafter mentioned) subject to [certain annuities and vendor's lien for 6,0001.].

AND WHEREAS the said joint assets also include the particulars specified in the second schedule hereto.

AND WHEREAS the joint liabilities in the said matter includes [mortgage for 128,000l., charged on the A. works].

AND WHEREAS the said joint liabilities also includes [a mortgage for 183,0001., charged on the P. property].

Form 25.

AND WHEREAS the property on which the said sum of 128,0007. is now charged by way of first mortgage (subject to the said annuities) is hereinafter called "the A. property," and the property on which the said sum of 183,000l. is now charged by way of first mortgage is hereinafter called "the P. property."

AND WHEREAS the remainder of the joint liabilities in the said matter consist of the claims of creditors, estimated to amount together to a sum of 900,0007. or thereabouts, inclusive of a claim by the trustees of M. for a sum of 30,6677., in respect of which they have or claim to have remedies as lessors of parts of the said property and certain rents, royalties, rates, and taxes, salaries, and other preferential claims accrued prior to and accruing since the said 5th day of June, 1875.

AND WHEREAS it is apprehended that the present selling value of the mortgaged property is not greater than the amount of the charges thereon, and that the present selling value of the property not in mortgage is not greater than 15,0007.

AND WHEREAS it is apprehended that the proofs against the separate estate of the said F. will not exceed 24,0007., and that the proofs against the separate estate of the said H. will not exceed 2007.

AND WHEREAS it is apprehended that the separate assets of the said F. are insufficient to meet his separate liabilities, but that the separate assets of the said H. may be more than sufficient to meet his separate liabilities.

AND WHEREAS the company has been formed and registered with a view to the purchase of the property in the said matter (except as hereinafter mentioned) on the terms that the purchase-money should to the extent herein appearing be represented by the said mortgages as modified in a manner mentioned in the company's articles of association, and by debentures of the company issued to the said joint creditors as hereinafter mentioned, and on the further terms of the scheme of settlement of the affairs of the said F. & H. hereinafter expressed and the regulations of the company define and describe the A. debenture debt and the B. debenture debt hereinafter referred to and the rights of the holders thereof, and contain provisions to the effect that the whole of the profits of the company are to be applied in payment off of the said mortgages and debentures in priority to any payment of dividend to members of the company, and to the effect that as and when the principal of any mortgages or debentures adopted or issued as purchase money for property shall be paid off out of profits which but for the special provisions aforesaid would be available for dividends fully paid-up shares may be issued to the members of the company to the extent of the amount so paid off.

AND WHEREAS the company have arranged with the said mortgagees for the modification of the said mortgages necessary to admit of the issue of the said debentures according to the terms aforesaid, and the said arrangements with the mortgagees are conditional on the terms hereinafter mentioned.