D.—2b

4

7. As to the Form of Assignment. In case of difference between the respective solicitors of the company and of the Government, tho draft to besettled by some eminent counsel to bo agreed upon between us. 8. As to an amended Act. The Government to introduce, and use their last endeavours to pass, in the coming session of the New Zealand Parliament, an Act ratifying the preceding provisions. I have, &c, Thomas Salt, Esq. F. D. Bell.

Enclosure 5 in No. 3. Messrs. Bubchell and Co. to the Agent-Genebal. Be New Zealand Midland Railway. Dear Sib, 5, The Sanctuary, Westminster, S.W., 20th April, 1886. We are much obliged to you for so kindly sending us the draft of the letter you propose to write to Mr. Salt, and are quite unable to suggest any amendments, as it appears to us to cover in tho most comprehensive way all tho questions which have been raised. We are, Ac, Sir F. Dillon Bell, K.C.M.G., &c, Agent-General for New Zealand. Bubchell and Co.

Enclosure 6 in No. 3. Messrs. Mackeell, Maton, and Godlee to the Agent-Genebal. New Zealand Midland Railway Company. Deab Sib Fbancis,— 21, Cannon Street, E.G., 20th April, 1886. We send herewith for your consideration our copy of the revised assignment, the draft of which we receivod from Messrs. Burchell. We have returned Messrs. Burchell their draft, but have informed them that it is subject to any observations which you may have to make. We will call and see you again in the morning. We have, &c., The Agent-General of New Zealand. Mackeell, Maton, and Godlee.

Sub-Enclosure. (Draft.) This indenture, made the day of , 188G, between the within-named William Chrystall, John Tucker Ford, George Hart, John Thomas Matson, Thomas Shailor Weston, John Honeycomb Cock, Charles Yates Fell, Henry Douglas Jackson, Albert Pitt, and James Sclanders (hereinafter called " the contractors ") of the first part; Sir Francis Dillon Bell, K.0.M.G., Agent-General for New Zealand, of the second part; and the New Zealand Midland Railway Company (Limited), incorporated under the Companies Acts, 1862 to 1885 (hereinafter called " the company "), of the third part: Whereas the contractors have agreed to sell, and the company have agreed to purchase, all the contractors' rights, interests, and privileges under or by virtue of the within-written contract, and the full benefit thereof and advantage to arise therefrom for the price of £6,000, or such less sum as shall have been actually incurred as expenses in and about the obtaining the within-written contract and this assignment: And whereas Sir William Francis Drammond Jervois, the Governor of the said Colony of New Zealand, did, by an instrument in writing under his hand, dated the 17th day of January, 1885, duly appoint the said Sir Francis Dillon Bell, the Agent-General o£ the Colony of New Zealand, at any time so long as he should hold such office of Agent-General, on behalf of Her Majesty the Queen or on behalf of the Governor of the said colony, to consent to any assignment or transfer of the within-written contract on such terms and conditions as the said Agent-General should think fit, or absolutely without any such terms and conditions : And whereas the said Sir Francis Dillon 801 l is still the Agent-General of the said colony, and has agreed, in consideration of the covenants hereinafter contained on behalf of the company, to consent in manner hereinafter appearing to the assignment hereinafter made : Now, this indenture witnesseth that, in pursuance of the said agreement and in consideration of the premises, the said contractors, as beneficial owners, hereby assign unto the said company all that the within-written contract, and the full benefit and advantage to arise therefrom, subject, nevertheless, to the liabilities of the contractors in respect thereof and to the conditions and agreements therein contained and on the part of the contractors to be observed and performed, to hold the same unto the said company absolutely : And the said company hereby convenants with the said contractors that they will at all times hereafter keep indemnified the said contractors and their estates or effects from the observance and performance of the conditions and agreements in the said contract contained and on the part of the contractors to be observed and performed, and from the liabilities of the contractors in respect of the said contract, and all claims and demands on account thereof: And the said Sir Francis Dillon Bell doth by the execution of these presents and in virtue and pursuance of the said instrument in writing, dated tho 17th day of January, 1885, signify the written consent of the said Sir William Francis Drammond Jervois, the Governor of tho said colony, on behalf of Her Majesty the Queen, to the assignment hereinbefore contained: And the said company hereby covenants with the said Sir Francis Dillon Bell as such Agent-General as aforesaid, on behalf of the Governor of the said colony and as a separate covenant with Her Majesty the Queen, her heirs and successors, as follows :— 1. Tho company will, within seven days hereof, pay to the said Sir Francis Dillon Bell, as such Agent-General as aforesaid, the sum of £5,000, being the amount referred to in clause 4 of the within-written contract. 2. The company will, as soon as conveniently may be, conform to tho laws for the time being existing in New Zealand with reference to British companies carrying on business in that colony, so that the said company shall be domiciled in the said colony. 3. The company will, as soon as it shall have been registered in the said colony, enter into a contract in New Zealand with Her Majesty the Queen and tho Governor of the said colony to carry out and be bound by all and singular the provisions of the within-written contract. 4. Such contract shall contain a covenant, mutatis mutandis, similar to clause 8 of the within-written contract; and until the said contract shall have been entered into, the company will not at any time assign, charge, or dispose of their interest in the within-written contract, or any benefit or advantage thereof either at law or in equity, without the written consent of the Governor on behalf of Her Majesty the Queen first had and obtained. In witness, &c.

Enclosure 7 in No. 3. The Agent-General to Messrs. Mackbell, Maton, and Godlee. New Zealand Midland Railioay Company. Deab Sies, — 7, Westminster Chambers, S.W., 21st April, 1886. I have perused the draft of the revised assignment from the present contractors to the company, which appears to bo effectual for the purposes agreed upon, and you will please inform Messrs. Burchell that I approve the same. I have, therefore, to request that you will be good enough to arrange for its execution at the earliest possible moment. I am, &c, Messrs. Mackrell, Maton, and Godleo. F. D. Bell.