NORTHERN PACIFIC RAILWAY COMPANY,
GREAT NORTHERN RAILWAY COMPANY
THE STANDARD TRUST COMPANY
OF NEW YORK.
Supplemental Egreement,
a, B. a Stocii.
September, 1901.
C. G. Burgoyne, Walkei- and Centre Street, N. Y.
SUPPLEMENTAL AGREEMENT.
AN AGREEMENT, made this day of
September, A. D. 1901, by and between
Northeen Pacific Eailwai Company, a corporation
of the State of Wisconsin (hereinafter termed the
Northern Pacific Company "),♦ party of the first part ;
Great Northern Railway Company, a corporation
of the State of Minnesota (hereinafter termed the
*
" Great Northern Company " ), party of the second
part ; and
The Standard Trust Company of New York, a
corporation organized and existing under the laws of
the State of New York (hereinafter termed the " Trus¬
tee " ), party of the third part.
Whereas, The Northern Pacific Company and the Great
Northern Company have transferred to, and have pledged with,
the Trustee, certain shares of the capital stock of the Chicago,
Burlington and Quiucy Railroad Company (hereinafter termed
the Burlington Company " ), upon the trusts declared in a
certain Trust Indenture bearing date the first day of July,
1901, and executed and delivered to the Trustee by the North¬
ern Pacific Company and the Great Northern Company ; and
Whereas, The parties hereto have executed a certain Agree¬
ment bearing date the first day of July, A. D. 1901, of which
agreement a copy is hereto attached ; and
Whereas, In the judgment of the Northern Pacific Com¬
pany and of the Great Northern Company, it is to their several
interests that there should now be made provision for the
administration of all said shares of capital stock of the
Burlington Company, after the termination of the trust under
said Trust Indenture, and under said agreement of which a
copy is hereto annexed : and that, at all times, the interest of
each of said Railway Companies shall be exactly equal,
Now, therefore, the Northern Pacific Company and
the Great Northern Company have agreed, and hereby they
do agree, each with the other and with the Trustee as follows :
Article One.
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ARTICLE ONE.
Article VI. of said agreement, of which a copy is annexed
hereto, hereby is amended so as to read as follows :
Article YI.
" Upon release of said shares of capital stock of the
Burlington Company from the lien of said Trust
Indenture by reason of the payment or the redemption
of said Joint Bonds, or otherwise, the Trustee shall
continue for and during the period of twenty years
after such release, but not after the death of
both and
to hold said shares of capital stock of the
Burlington Company, upon the trusts and upon the
terms and provisions of this agreement ; and upon
the termination of said period of twenty years the
Trustee shall assign and transfer to each of the Railway
Companies that shall have fully performed its
covenants and agreements under these presents with
the other Railway Company, one-half of said
shares of capital stock and of any other
property' which shall then be held by the Trustee under
the terms of this agreement ; 'provided^ nevertheless, and
hereby it is expressly declared and agreed, that in case
at any time after the date of this agreement either of
said Railway Companies shall have failed to pay any
sum herein required to be paid by it, or shall have
failed to perform any of its covenants or agreements
herein contained, and the other Railway Company shall
have made such payment, or shall have performed such
covenant or agreement for account of the Railway Com¬
pany in default, then (1) if the Railway Company which
shall have made such payment, or which shall have per¬
formed such covenant or agreement for account of the
Articles Two and Three.
3
Railway Company in default, shall have become en¬
titled under section 4 of Article IV. hereof, to the sole
ownership of all said shares of capital stock of the Bur¬
lington Company, the Trustee shall assign and shall
transfer to such Railway Company all such shares of
capital stock ; and (2) if the Railway Company which
shall have made such payment, or which shall have per¬
formed such covenant or agreement, shall not then be
entitled to the sole ownership of all said shares of cap¬
ital stock, the Trustee shall hold the one-half of all said
shares of capital stock belonging to such Railway Com¬
pany in default, upon trust to secure the payment by
such defaulting Railway Company of all sums by it then
due and payable hereunder, or that may thereafter be¬
come due and payable by it hereunder, to such other
Railway Company."
ARTICLE TWO.
The covenants, conditions, terms and provisions of said
agreement shall continue in force during such period of twenty
years referred to in Article VI., as hereby amended, and the
same shall be construed and shall take effect as though at the
date of the execution of said agreement. Article VI. thereof
were of the tenor of Article VI. as hereby amended.
ARTICLE THREE.
Notwithstanding the specification of twenty years as the
period after the release of such shares from the said lien
thereon, during which the said shares shall be held under the
provisions of said agreement as amended by this supplemental
agreement, such period shall cease and determine immediately
upon and after the death of both
and
Articles Four and Five.
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AETICLE FOUR.
Neither Railway Company will or shall acquire, or in any
manner will or shall obtain control of, any of the shares of
stock of the Chicago, Burlington and Quincy Railroad Com¬
pany, or of any voting interest therein or in respect thereof,
without at the same time giving to the other party the full
opportunity, upon the terms of such acquisition, equally to
participate therein ; it being the intention of both of the
Railway Companies that each shall have an equal interest, and
that neither shall have a preponderant interest, in the stock
and the property of the Chicago, Burlington and Quincy
Railroad Company ; and, to this end, each of the Railway
Companies at any and all times, and from time to time, will
make any and all such further agreements and all such sales,
transfers and conveyances, in respect of stock of the Chicago,
Burlington and Quincy Railroad Company as reasonably may
be required or desired by the other Railway Company.
ARTICLE FIVE.
The Trustee has become a party to these presents only for
the purpose of signifying its acceptance of the trust hereun¬
der, it being understood that this agreement is made solely for
the purpose of adjusting the respective rights, interests and
obligations of the Railway Companies as between themselves
in respect of said pledged shares ; that the provisions of this
agreement shall in no manner impair or affect any of the
terms, conditions or provisions of said trust indenture for the
benetit of the Trustee under said trust indenture or of the
holders of the bonds thereby secured ; and that this agreement
and all the provisions thereof are subject and subordinate to
the right of the Trustee under said trust indenture and of the
holders of the bonds thereby secured.
In witness whereof, on the day and year first above
written, the Northern Pacific Company, the Great Northern
Company and the Trustee, each respectively, has caused this
indenture to be signed by its President or by one of its Vice-
Presidents, and its corporate seal to be hereunto afiixed, and
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the same to be attested by the signature of its Secretary, or
one of its Assistant Secretaries.
Northern Pacific Eailway Company,
by
President.
Attest :
Secretary.
Great Northern Eailway Company,
by
President.
Attest :
Secretary.
The Standard Teüst Company of New York,
hy
President.
Attest :
*
Secretary.
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