"This
agreement, made this thirtieth day of September, 1882
between the Pennsylvania Railroad Company, of the first part,
the Cumberland Valley Railroad Company, of the second part,
the South Mountain Railway and Mining Company, of the third
part, and the Gettysburg and Harrisburg Railroad Company, of
the fourth part;
"Whereas,
the party of the first part owns a line of road from
Philadelphia to Pittsburg, and the party of the second part a
line extending from Harrisburg, on said Pennsylvania
Railroad, down the Cumberland Valley;
"And
whereas, the party of the third part owns and controls a line
of railroad extending from South Mountain Junction, a point
on the said Cumberland Valley Railroad near Carlisle,
Pennsylvania, to Pine Grove, Pennsylvania, and the party of
the fourth part desires to secure the construction of an
extension to said road from a point at or near Hunter's
Run to the town of Gettysburg, in the State of Pennsylvania,
a distance of about twenty-one miles;
"And
whereas, for the purpose of procuring a portion of the means
necessary to construct and equip said extension, the said
Gettysburg and Harrisburg Railroad Company, in pursuance of
the power and authority in it duly vested, has resolved to
issue and offer for sale its bonds to the amount of two
hundred and fifty thousand dollars, bearing date the second
day of October, 1882, and payable thirty years from date,
bearing interest at six per centum per annum, payable
semi-annually, and secured by a first mortgage upon its
railway property and franchises, and the parties of the first
and second parts are willing to aid the negotiation of the
said bonds in the manner hereinafter set forth.
"Now,
therefore this agreement witnesseth: --
"First.
That in consideration of the covenants to be performed by the
other parties hereto, the Pennsylvania Railroad Company
hereby agrees that during each year before the maturity of
the said bonds, unless the said bonds should be sooner
purchased or the application of the fund herein provided
cease under the provisions of this contract, and then only
until the happening of either of such events, it will set
apart, furnishing to the trustee of the mortgage of the
fourth part hereto an account thereof, fifteen per centum of
the gross sums due or accruing to it upon all freight and
passenger traffic to or from all points on said Gettysburg
and Harrisburg Railroad and Philadelphia and Pittsburg, or
any point upon its main line between the same.
"Second.
In consideration of the like covenants, the Cumberland Valley
Railroad Company hereby agrees that during each year before
the maturity of said bonds it will also in like manner set
apart (as particularly mentioned in the preceding clause),
furnishing to the trustee above mentioned an account thereof,
fifteen per centum of the gross sums due or accruing to the
said company upon all freight and passenger traffic to or
from any point upon said Gettysburg and Harrisburg Railroad
and State Line, or any point on its main line between those
termini.
"Third.
It is hereby covenanted that the said sum of fifteen per
centum so to be contributed as aforesaid shall be applied
annually to the purchase of the bonds aforesaid at their
lowest market value, not exceeding par and interest for and
on account respectively of the parties contributing the money
therefor, the said trustee to give twenty days' public
notice, by three insertions in one newspaper in the city of
Philadelphia, that it will receive proposals from the holders
for the sale of said bonds. All bonds so purchased out of the
said fund shall be delivered by the trustee to the parties
hereto of the first and second parts respectively, supplying
the funds for that purpose, in proportion to the amount
supplied by each, who shall be subrogated to the rights of
the original holders, and the same shall bear interest in
their hands and be held by them with the same rights as
pertained or pertain to the bonds outstanding in the hands of
other holders.
"Should
the said fund not be required in any other year for the
purchase of bonds as aforesaid by reason of there being no
offers of bonds to the trustee aforesaid, the said fund shall
to that extent lapse for such year and become the absolute
property of the company agreeing to contribute the same. It
being understood, however, that any memorandum which may be
placed upon said bonds to show that they are entitled to the
benefit of purchase by the fund hereinbefore referred to,
shall be so placed on said bonds that it can be detached, and
shall be detached by said trustee when they are so purchased
and canceled, and said bonds shall not again be entitled to
the benefit of the said fund.
"It
is further understood and agreed, that in the event of the
foreclosure of the mortgage securing the said bonds or the
consummation of legal or equitable proceedings under which
said Gettysburg and Harrisburg Railroad should be sold, or
its ownership changed, the provisions of this contract in
regard to the setting aside and application of the said fund
for the purchase of said bonds, shall, at the option
respectively of the parties of the first and second parts,
thereupon cease and determine.
"Fourth.
It is hereby covenanted and agreed by the parties hereto,
that they will promote and facilitate the interchange of cars
and business between their respective roads -- that they will
issue coupon tickets for passengers and through bills of
lading for freight interchanged between the said lines, and
that the earnings from joint business exchanged with the
Gettysburg and Harrisburg Railroad, shall be apportioned to
and between the parties hereto on such a mileage basis as
shall be agreed upon between the parties hereto.
"Fifth.
The parties of the third and fourth parts hereby respectively
covenant and agree that they will, so far as they lawfully
can, send to destination all traffic controlled by them, via
the lines of the parties of the first and second parts
hereto.
"Sixth.
It being the intent of the parties hereto that their lines
shall be worked as far as possible in harmony with each
other, the Pennsylvania Railroad and the Cumberland Valley
Railroad Companies hereby agree that they will, so far as
they can consistently with their obligations to other
parties, make such arrangements as will promote the
development of and interchange of traffic with the other
parties hereto, and that they will receive at all points
controlled by them, and promptly transport the traffic
originating on or to be delivered to the Gettysburg and
Harrisburg Railroad and passing over their lines to or
towards its destination at as favorable rates as they accord
to any competing line or other parties upon like traffic.
"And the said South Mountain Railway and Mining Company
and the Gettysburg and Harrisburg Railroad Company agree that
they will receive and transport promptly over their lines and
upon as favorable terms as they give to any other parties,
all traffic tendered to them by the Pennsylvania Railroad
Company, or the Cumberland Valley Railroad Company or lines
controlled by them and destined to points upon their said
lines.
"Seventh.
All settlements of accounts between the parties hereto under
this agreement, and payments of money relating thereto, shall
be made monthly, except as hereinbefore provided.
"Eighth.
Nothing in this contract shall be so construed as to give the
use of the roads and facilities of the first and second parts
hereto to any party whose interests may be at variance with
or unfriendly to the said parties, nor shall the same be used
hereunder to divert from the parties of the first and second
parts traffic properly tributary to the lines controlled by
them.
"In
case of any difference or dispute arising out of the
transactions under this agreement, the same shall be
submitted to arbitration. Within thirty days after notice
shall have been given by either of the parties hereto to the
others, there shall be chosen one arbitrator by the parties
of the first and second parts, and one by the parties of the
third and fourth parts, and these two shall select a third
like disinterested and competent party. The three arbitrators
so chosen shall examine into the cause of dispute or
difference, and the decision of a majority of them shall be
final and binding between the parties hereto upon the matter
in question. In case either of the said parties shall fail to
appoint a referee within the thirty days aforesaid, then and
in that event the referee appointed by the party not in
default shall appoint a referee for the defaulting party, and
the said two referees so appointed shall select a third, and
the three so chosen shall hear and decide such differences,
their decision, or that of a majority of them, to be final
and conclusive between the parties hereto."
