LETTRE D'ENGAGEMENT

ADRESSÉE A LlUEN N.B. WYSE PAU LE COMITÉ DE DIRECTION DU CHEMIN DE FER DE COLON (ÀSPIiNWALL) A PANAMA

CASAI ht. MNAMA.

LETTRE D'ENGAGEMENT ADRESSÉE A U CIEN N.-B. YYYSE PAR LE COMITÉ DE DIRECTION Dl CHEMIN DE FER DE COLON (ASPINWALL) A PANAMA

Lieutenant Commander Lucien N.-li. Wyse, Member and représentative of the managing Committee of the International Interoceanic Canal C°, Hôtel Brumvick, New-York cily.

New-York, Office of the Panama Rail-Road C", Fehman 21^ 1870.

Sir,

The undersigned, members of the Executive Finance Committee of the Board of Directors of llic Panama Railroad Company have considered the suhject malter of our soveral interviews with you.

Wc have consulted our Board of Directors and adviscd with some of our associâtes in the ownership and management of the Company and we feel confident of fully undci standing tho views of the owners of a large majority of the shares of the Company in staling to you the following :

If a ship canal is to he construcled to connect the Atlantic with the Pacifie Océan, we are désirons thaï the Panama route sliould he adopted for il. and, to sec ure the adoption of thaï route, our Company would make reasonablc terms for the sale or lease of our road. If immédiate arrangement cannot now he entered npon hy you, we helieve ttic following proposais will prove acceptable to the parties you represeut as well as to our Company, and wc engage oursclves to use ail our influence and endeavors to carry ont the onc lhat may he selected, viz :

V This Company to lease to the Canal Company ils road, cquipmenls and ail apartnances for the full terni of our eonlract with the Colomhiun Government at an annual routai equal to the net profits earued by the road dui ing the ycar 1878, or thaï may ho earued hy it during the year 1871), at your option.

The rents received to he considered full compensation for any claim our

Company might bave l'or right of way : tlie leascrs to be responsible parties or lo givc satisfaclory seeurity for paymcnt of the reut.

2° Sharcholders holding al leasl a majority of Un» sharcs in this Company will sell thcir shares to yonr Company at rV 200 per shnre, the minority of the sharcholders haviug the right to scll llieir stock al the saine lime and on tlie saine ternis; al tlie lime of the sale the Panama Railroad Company to hâve ils liahilities not to exceed, — and its eipiipmenls, aparlnances and sinking fnnd équivalent — to Ihe présent ones.

The 6 200 per share to J>e reprcsenled hy two bonds of 500 francs cach. the whole amount to be reimbursable al the end of fifly years and bearing inlerest at the rate of G •/« p<r annum, thèse bonds to be secnred by a mortgage on the road itsclf, and by other satisfactory guarantees.

5° The Railroad Company lo make a contract with your Company to do the work of transportait», etc., for the Canal Company, at reasonable raies to be agrecd upon, not to exceed onc fourth of the présent lariff, and on the final completion of the canal lo sell the railroad. its cqnipments and apartnanecs for seven millions of dollars 7 000000) in gold subject to the mortgage debls now existing and no others. The sinking fnnd. equipments and apartnanecs to be equal at least to the présent.

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

It is wcll understood however that we offer thèse conditions to you and the parties whom you represent as canal granlees under the Colombian Government provided that on your side you underlakc lo use ail your crédit and reasonable efforts to bave the canal located North and West of the Garachinc and Cape Tiburon line.

You will furlher underslandthat if it is necessary toobtain the cousent of the Govcrnmenl of Colombia lo the making of a lease or sale of the road you arc to undertake lo procure such assent.

Vcry respectfully,

T. W. Pajik, Président or tlie P. R. R. (>.

Chas. G. Fhaxcklyk, Jos. Ogden, Executive Commit tee of tlie Board of Directors of the Panama Railroad G'

EClIANTlLLOiNS GÉOLOGIQUES

LMSTirME COLOMBIEN