10

D.—sb

whereas the company has purchased and otherwise acquired in connection with the said railway certain freehold lands and certain plant, rolling-stock, and material : And whereas, on the 16th day of April, 1885, the company, being desirous of disposing of the entirety of its assets and business, in accordance with the articles of association of the company, passed at an extraordinary general meeting thereof the following resolution : " That the directors be empowered and authorized to contract for the sale or lease of the whole of the company's property upon the terms expressed in a draft contract between the Government and the company submitted to this meeting, with such modifications as may be deemed necessary :" And whereas the company and Her Majesty the Queen have agreed with each other for the sale and purchase hereinafter mentioned, under and subject to the terms and conditions hereinafter set forth : Now it is mutually agreed between and by the company and Her Majesty the Queen as follows :— 1. That the company shall sell, and Her Majesty the Queen shall purchase, all and singular the land, tenements, and hereditaments of the company, in the Provincial District of Auckland, which it has already acquired or may hereafter acquire by virtue of its incorporation or otherwise, for the purposes aforesaid, and all easements, rights and privileges, servitudes or appurtenances, appendant or in gross, already acquired or which may be hereafter acquired by the company, into over or upon any lands, tenements, or hereditaments, in the Provincial District of Auckland aforesaid, and whether belonging to Her Majesty the Queen or any public body or private individual, and the use and enjoyment of which may have been or shall be hereafter acquired legally, equitably, or permissively for the purposes of the railway works projected or constructed by the company for the purposes aforesaid; and also all the railway stock, plant, machinery, engines, carriages, rails, tools, implements, fittings, fixtures, and all other the goods and chattels of the company now or at any time hereafter belonging to it in connection with its railway works or the line or lines of railway aforesaid ; and also the full benefit and advantage of any contracts entered into by the company for the construction of the said railway works or the line or lines of railway aforesaid, and of all contracts for the purchase of rolling-stock, plant, machinery, engines, carriages, rails, tools, implements, fittings, and all other goods and chattels in connection with the railway works or the line or lines of railway aforesaid. 2. The purchase-money shall be as follows: The sum of £115,534 7s. lid. for the works constructed or in progress between Morrinsville and Lichfield, and for the materials and other things procured or to be procured as set forth in the First Schedule hereto. The company shall pay and discharge all purchase-money and other liabilities in connection with the said railway and works, or the line or lines of railway aforesaid, and with respect to any railway stock, plant, machinery, engines, carriages, rails, tools, implements, fittings, fixtures, and all other goods and chattels purchased or required in connection with the said railway works or the line or lines of railway aforesaid, and also all compensation or purchase-moneys payable or necessary in respect of the 526§ acres of land purchased or required for the purposes of the said railway works or the line or lines of railway aforesaid, as set forth in the Second Schedule hereto ; but should the company, for the purposes of such construction as aforesaid, require, in the opinion of the Government engineer, to purchase rolling-stock, plant, machinery, engines, carriages, rails, tools, or goods other than those specified in the First Schedule hereto, then the Queen will pay to the company the costprice of and all costs and expenses connected with the same, and should the company be compelled to pay a larger sum than £1,191 in the purchase of land, or in compensation for taking lands for the company, then the Queen will pay the company any excess over the said sum of £1,191 so paid by the company. 3. In addition to the sum of £650 inserted in the Third Schedule hereto as being payable by the Queen in respect of expenses of land survey, the Queen agrees to pay the company the cost of making a good and satisfactory title to the Queen of the 526§ acres of land aforesaid, and also all land occupied by the railway, or by any buildings or erections, or any railway works in connection with the railway works or the line or lines of railway aforesaid. 4. Payment of the above amounts shall, when and so soon as the company shall have transferred the aforesaid property and premises to Her Majesty the Queen, in accordance with the terms aforesaid, be made by debentures issued by the General Government of New Zealand in the ordinary form, having twenty years' currency from the Ist April, 1885, and bearing interest at the rate of £4 per cent, per annum, payable in London. 5. The company shall not, for the space of two years from the 31st day of March, 1885, place any of the said debentures on the London market, and shall obtain and deliver to Her Majesty the Queen the undertaking of any bankers for the time being of the company not to so place the said debentures during the said period; and for a breach of this condition the company agrees to pay to Her Majesty the Queen the sum of £10,000 as and for liquidated damages. And this agreement further witnesseth that the company and Her Majesty the Queen mutually agree, the one with the other, as follows: — 6. That the company shall, within one year from the 31st day of March, 1885, at its own cost and expense, construct, complete, and finish ready for traffic all that portion of the uncompleted line of railway between Morrinsville and Lichfield, and construct and erect all requisite and necessary buildings and railway works connected therewith, to the satisfaction of Her Majesty the Queen, at a cost not exceeding £40,853, as set forth in the Third Schedule hereto, including the purchase and acquisition (if required) of all necessary land for the purposes of the said railway works and the line or lines of railway, and shall convey and transfer to Her Majesty the Queen the railway works so constructed as aforesaid and the land purchased or acquired therefor. 7. The said sum of £40,853 shall be paid, when and so soon as the company shall have carried out the agreements contained in the preceding paragraph, by debentures issued by the General