LETTRE D'ENGAGEMENT ADRESSÉE A LUCIEN N.-B. WYSE

PAR LE COMITÉ DE DIRECTION DU CHEMIN DE FER DE COLON (ASPINWALL) A PANAMA

Lieutenant Commander Lucien N.-B. Wyse^ Member and représentative of the managing Committee of the Internationat Interoceanic Canal C^, llotel B}*un8vickj New-York city.

New-York, Office of Ihe Panama Rail-Roa(f C%

February 24»»» 1879.

Sir,

The undersigned, membcrs of the Executive Finance Committee of the Board of Directors of the Panama Railroad Company hâve considered the subject matter of our several interviews with you.

We hâve consulted our Board of Directors and advised with some of our associâtes in the ownersliip and management of the Company and we fccl confident of fuiiy understanding the views of the owners of a large majority of the shares of the Company in stating to you the foliowing :

If a ship canal is to be constructed to connect the Atlantic with the Pacific Océan, we are désirons that the Panama route should be adopted for it, and, to secure the adoption of that route, our Company would make reasonable tcrms for the sale or lease of our road. If immédiate an*angement cannot now be entered upon by you, we believe the foliowing proposais will provc acceptable to the parties you represent as wcll as to our Company, and we engage ourselves to use ail our influence and endeavors to carry ont the one that may be selectcd, viz :

1* This Company to lease to the Canal Company its road, equipments and ail apartnances for the full term of our contract with the Colombian Government at an annual rental equal to the net profits earned by the road during the year 1878, or that may be earned by it during the ycar 1879, at your option.

The rents receivcd to bc considered full compensation for any claim our

Company might hâve for right of way : Ihe leasers to bc responsible parties or to give satisfactory seciirity for payment of Ihe rent.

2° Sharehoiders holding at ieasl a majorily of Ihe shares in this Company will sell Iheir shares to your Company at fi 200 per share, the minority of the sharehoiders having the right to sell their stock at the same time and on tlie same terms ; at the time of the sale the Panama Raiiroad Company to hâve its liabilities not to exceed, — and its equipments, apartnances and sinking fund équivalent — to the présent ones.

The fi 200 per share to be represented by two bonds of 500 francs cach, the whole amount to be reimbursable at the end of fifty years and bearing interest at the rate of 6 7o P^r annum, thèse bonds to be secured by a mortgage on the road itself, and by other satisfactory guarantees.

3** The Raiiroad Company to make a contract with your Company to do the work of transporta tion, etc., for the Canal Company, at reasonable rates to be agreed upon, not to exceed one fourth of the présent lariff, and on the final completion of the canal to sell the raiiroad, its equipments and apartnances for seven millions of dollars [fi 7 000 000) in gold subject to the mortgage debts now existing and no others. The sinking fund, equipments and apartnances to be equal at least to the présent.

In ail thèse cases aforesaid no claim whatever to be made by our Company for the right of way of the canal wherever it may be located within our limits as per our contract with the Colombian Government.

It is well understood however thaï we offer thèse conditions to you and the parties whom you represent as canal grantees under the Colombian Government provided thaï on your side you undertake to use ail your crédit and reasonable efforts to hâve the canal located North and West of the Garachiné and Cape Tiburon Une.

You will further understandthatif it is necessary toobtain the consent of the Government of Colombia to the making of a leasc or sale of the road you are to undertake to procure such assent.

Yery respectfully,

T. W. Park, Président of Ihe P. R. R. C% Chas. G. Francklyn, Jos. Ogdeim,

Executive Committee of the Board of Direclors of the Panama Raiiroad C"