Mr. BORDEN (Halifax).
Resolved, that it is expedient to approve, ratify, and confirm the agreement made on the 19-th of October, 1903, between the Quebec Bridge and Railway Company, represented by the Hon. Simon Napoleon Parent, the president thereof, and Hi-s Majesty the King, represented by the Honourable William Stevens Fielding, acting Minister of Railways and Canals, a copy of Which agreement is hereto annexed :-
Agreement made this Nineteenth Day of October,
in the Year of Our Lord one Thousand Nine Hundred and Three.
The Quebec Bridge and Railway Company, a corporation duly incorporated and organized under the laws of the Dominion of Canada, having its chief place of business in the said city of Quebec, and herein acting and represented by the Honourable Simon Napoleon Parent, president, duly and specially authorized for the purposes hereof under a resolution passed at a meeting of the board of directors of the said company on the first day of October, 1903, a copy of which said resolution remains annexed to the original of these presents, and is signed by the parties hereto, in order to identify the same (hereinafter called the company) of the one part ;
And His Majesty King Edward the Seventh, acting in respect of the Dominion of Canada, herein represented and acting by the Honourable William Stevens Fielding, His Majesty's acting Minister of Railways and Canals of Canada (hereinafter called the government) of the other part.
Whereas the company has by several Acts of the parliament of Canada been duly authorized and empowered to lay out, construct, maintain, work, manage and use a railway bridge, with the necessary approaches, over the St. Lawrence river at or near the city of Quebec, and also to lay out, construct and operate the following lines of railway :-
(a.) Commencing at or near the northern terminus of the bridge of the company at a point in the parish of St. Foye, in the county of Quebec, thence easterly following the general line of the St. Lawrence river to the city of Quebec ;
(b.) iComtmencing at a point at or near the southern terminus of the said bridge, in the county of L6vis, to a point at or near the intersection of the Grand Trunk Railway with the Intercolonial Railway at Chaudiere curve, in the county of Levis; or to some point on the Grand Trunk Railway, or on the Intercolonial Railway, near such point of intersection ;
And whereas it is the intention of the company to provide by the construction of the said bridge and works for the conveyance of traffic across the River St. Lawrence at or near the city of Quebec, and to provide terminal and other facilities for the interchange of traffic between the railways which are or may be hereafter constructed near the said bridge upon the north and south sides of the said river, and which may be desirous of making use of such facilities;
And whereas the company has been duly organized and has issued two hundred thousand dollars ($209,000) of its authorized capital stock of one million dollars ($1,000,000), upon which the shareholders have paid the sunt of $65,585.70;
And whereas the government of the province of Quebec has granted a subsidy to aid in the construction of the said works to the amount of two hundred and fifty thousand dollars ($250,000) and has paid the whole amount thereof ;
And whereas the municipality of the city of Quebec has granted a subsidy to aid in the construction of the said bridge to the amount of three hundred thousand dollars ($300,000) and has paid the whole amount thereof ;
And whereas the government has granted a subsidy towards the construction of the said bridge to an amount not exceeding one millien dollars ($1,000,000) and has paid to the company on account of the said subsidy the sum of three hundred and seventy-four thousand three hundred and fifty-three dollars ($374,353),.
And whereas the substructure and approaches of the said bridges have been completed, and a portion of the superstructure has been constructed ;
And whereas the company has so far expended upon said works the sum of $914,862, and is indebted in respect of the same work in the sum of $779,550, including at par value bonds to the extent of $472,000, upon which was realized the sum of $283,270;
And whereas the amount necessary to complete the said bridge and the said lines of railway and to provide the necessary terminal and other facilities, as well as to pay off the aforesaid amount of the present indebtedness of the company, ie estimated at the sum of $6,866,882 ;
And whereas the company is unable to proceed with' the said work without further assistance from the government and it has applied to the government for such assistance, which the government has agreed to grant, in the manner and form and upon the terms and conditions hereinafter set forth and declared ;
Now, this agreement witnesseth that in pursuance of the said agreement and for the considerations herein appearing,
The said company and the government mutually covenant, promise and agree to and with each other in manner following, that is to say:-
1. In these presents the expression 'undertaking' shall mean and include the said bridge and approaches, the said lines of railway, and the terminal and other facilities to he constructed as aforesaid.
The expression 'the company' shall mean and include as well as the said company, their successors and assigns, and the expression 'the government' shall mean and include as well as His Majesty King Edward the Seventh, His heirs and successors.
2. The company releases and forgoes any claim which it may have upon the government for any balance now remaining unpaid of the said subsidy of $1,000,000 so granted by the government as aforesaid, and also any other rights or claims against the government other than such as are hereinafter set forth and expressly declared.
3. The company will forthwith arrange with the present subscribers of the capita] stock of the company that such subscribers shall surrender such stock to the company, and in lieu thereof accept paid-up stock for the amount paid by them on their shares, the company relieving them 'from further liability upon the stock so surrendered.
4. The company will procure subscriptions for additional stock to the amount of $200,000, such new stock to he issued at a price not below par and to he immediately paid up in full, the proceeds to be applied in the first place in the payment of the discount at which the bonds of the company were issued as aforesaid, to wit, the sum of $188,721.
5. When and sc soon as the company shall have completed all the arrangements mention- ,
ed in the two preceding clauses, and the proceeds of the said issue of $200,000 stock shall have been paid in full to the company, the company shall be at liberty to issue such bonds, debentures or other securities as hereinafter provided to an amount not exceeding $6,678,200.
6. The said bonds, debentures' or other securities shall be issued by the company upon the credit of the company and upon the security of its undertaking and property, and upon the franchises, tolls, rents and revenues thereof, and shall form thie first charge upon the same, and shall be secured by a mortgage thereon, as hereinafter provided. They shall be issued payable in fifty years from the date thereof, and shall bear interest at the rate of three per centum per annum, payable halfyearly, and shall be issued as hereinafter provided. The proceeds of such securities shall be applied in payment of the balance of the existing obligations and indebtedness of the company, including any bonds or mortgages issued in respect thereof and not herein otherwise provided for ; in the construction and completion of the undertaking, and for the acquisition of the right of way, and other lands, which the company is authorized to acquire or expropriate for the purposes of the undertaking, and in the payment of land damages in connection therewith.
7. The government shall guarantee the payment of the principal and interest of the bonds, debentures or other securities of the company to an amount not exceeding $6,678,200. The said bonds, debentures or other securities shall be issued as to provide for monthly payments, as far as practicable, to the company, and they shall be issued, or the proceeds thereof paid to the company, as the construction ^f the undertaking is proceeded with to the satisfaction of the government, and in such sums as the chief engineer of the government railways or such other officer as the government may appoint may certify are justified.
8. The kind of securities to be so guaranteed and the form and denomination thereof, as well as the time and manner of their issue and the form and manner of guarantee, shall be subject to the approval of the Governor in Council.
9. The mortgage to secure such securities shall be made to a trustee or trustees approved by the Governor in Council, and the form and terms of the mortgage shall he subject to the like approval.
10. All moneys paid by the government under the said guarantee shall be held to be paid in discharge of the liability of the government, but not in discharge of^ the liability of the company under the securities guaranteed or under the mortgage securing them, and the moneys so paid shall be held to be still secured by the said securities and mortgage, and the government shall he subrogated in all the rights of the holders of the securities, the interest upon or the principal of which has been paid by the government, and the government shall, in respect of all moneys so paid, be in all respects in the position of security holders in respect of whose securities default has been made in payment to the extent of the moneys paid by the government.
11. The company shall not create or issue any further stock, shares, bonds or interests in the company or its undertaking other than and except as provided for by and in these presents.
12. The plans and specifications for all the works of the undertaking shall be submitted to and approved by the Governor in Council before any work is constructed thereunder.
13^ The continuation of the work of constructing the said undertaking shall be proceeded with so soon as the plans thereof are submitted to and approved by the Governor in Council, and the said undertaking shall be completed not later than the first day of December, 1906.
14. Upon the execution of this agreement, the Governor in Council shall have the right to appoint three directors of the company, the number of directors to be elected by the shareholders of the company being limited to eight, and the directors so appointed and elected shall constitute the board of directors of the company. The directors appointed by the Governor in Council need not be possessed of the qualifications required in the case of elected directors. They shall be entitled as such directors to the same fees or allowances from the company as are paid or allowed to the other directors.
15. The Governor in Council shall fix the tolls and further shall make regulations with regard to the use of the undertaking so as to secure the right to the use and enjoyment thereof to all railway companies which may desire to connect therewith, upon fair and equal terms, without preference to one railway over another.
16. From and after the first day of December, 1906, or the date of the completion of the undertaking, whichever shall first happen, the company shall, out of the net income of the undertaking, that is to say, after payment out of the income of the expense of operation and other charges for maintenance and repairs and for renewals of the said undertaking, or any part or parts thereof, and of the interest upon the bonded indebtedness, annually pay to the government for the purpose of forming a sinking fund for the redemption of the bonded indebtedness of the company a sum equal to one-half of one per cent of the total amount of such bonded indebtedness.
17. If in any year or years the net income of the undertaking is insufficient to pay the amount required for the said sinking fund, the net income of any subsequent year or years shall be applied in the first place in reduction or payment of such deficiency, together with interest at the rate of three per centum, per annum.
18. The company agrees that the government may exercise, and the government hereby reserves the right to take over the whole of the undertaking, assets, property and franchises of the company, at any time, on paying the shareholders the amount of their stock at the par value thereof, not exceeding the amount of $265,585.70, with simple interest at five per centum per annum upon such amount as from the date or dates of the payment or payments upon the original or any substituted stock, such interest, however, to be charged with and reduced by the amount of the dividends (if any) which shall have accrued and been paid to the said shareholders respectively, so that no more interest than five per centum per annum, after deducting all dividends, shall in any case be paid to the said shareholders. The government, in addition to interest ascertained in manner aforesaid, shall pay to the shareholders a premium of ten p^r centum upon the par value of the fully paid shares. Such right to