the same should bear the same rate of interest and be subject to the like incidents of repayment and redemption as the £4 per cent terminable debenture stock of the Windsor Company and be secured by a trust deed approved by the trustees of the first above mentioned trust deed And whereas the Windsor Company has been reconstituted by the formation of the company under the said Acts and has become amalgamated with or transferred to the company and notice has been given to the stockholders of the Windsor Company requiring them to surrender their stock and the certificates for the same in exchange for a like amount of terminable debenture stock being the £4 per cent first debenture stock of the company to be issued subject to such incidents and secured by such trust deed as herein before mentioned

And whereas by the said Act of the Parliament of Canada 58 and 59 Vict. c. 47 (1895) sec. 9 the Company was empowered to borrow money in the manner prescribed by sec. 93 of the Railway Act of Canada 51 Vict. c. 29 (1888) and to secure the repayment of any money so borrowed as in the said Act provided and to issue bonds debentures or debenture stock and to mortgage the property of the Company as security provided the amount so borrowed should not exceed in all £5000 per mile of the railway and branches constructed or under contract to be constructed including the debenture stock representing the existing debt therein referred to And whereas the number of miles of railway and branches belonging to the Company already constructed is 188 and the borrowing powers thus now extend to a sum of £940000 including the £500000 £4 per cent terminable debenture stock to be exchanged as aforesaid And whereas at a special meeting of the Company duly convened and held on the 17th day of March 1896 the Company authorized the directors to create and issue £4 per cent first debenture stock of the nominal arnount of £500000 to be redeemable as set forth in the resolution authorizing such issue and to be secured by a trust deed and to be disposed of by exchanging the certificates of the same or so much thereof as might be required for certificates for a like amount of the said £500000 £4 per cent terminable debenture stock issued by the Windsor Company and as to the amount (if any) of the first debenture stock of the Company not required for the purpose of such exchange to dispose thereof on such terms and conditions as the directors might think fit And at the same meeting it was also duly resolved in words as follows-"That the directors of the company be and they are hereby authorized to create and issue a £4 per cent debenture stock of the nominal amount of £100000 (portion of a total nominal amount of £440000 debenture stock) to be called second debenture stock on (amongst others) the following special terms and conditions-(a) That the said second debenture stock shall be repayable at par on the 1st July 1956 or be in whole or in part redeemable previously at

the Company's option at any time on or after the 1st July 1916 at £105 for every £100 of stock on six calendar months' previous notice being given by the Company to the registered holders thereof or of any part thereof of an intention to redeem the said stock (b) That the said stock be constituted a charge on the property of the Company comprised in the trust deed for securing the Company's £4 per cent first debenture stock for £500000 and subject thereto and be secured by a trust deed between the Company and trustees for the second debenture stockholders in a form to be approved by the directors of the Company (c) That such last-mentioned trust deed shall provide for the issue at any time and from time to time hereafter of an additional sum or additional sum s of not exceeding £340000 of like debenture stock to be in all respects entitled to rank equally with the said £100000 second debenture stock and to the benefit pari passu therewith of the said charge and of the said last-mentioned trust deed for securing the same and so that after the said additional stock is created the said charge and the provisions of the said trust deed respectively shall be deemed to cover and extend to the whole amount of such debenture stock for the time being created but so that the total amount of such debenture stock to be created (including the £100000 hereby authorized) shall not exceed £440000 in all and no such additional debenture stock shall be created without the sanction of a special general meeting of the shareholders of the company convened under and in accordance with The Railway Act That the said £100000 second debenture stock hereby authorised be created and issued by the directors of the Company as and when they shall think fit and be disposed of by them to such persons at such priceor prices time and manner and on such terms and conditions as the board may hereafter determine" And whereas by an indenture dated the 17th day of March 1896 made between the Company of the first part Charles Emanuel Leonino and Charles Fitch Kemp of the second part and the said Charles Emanuel Leonino Charles Fitch Kemp and William Sopper of the third part being the trust deed for securing the said £500000 £1 per cent first debenture stock of the company the railways and all other the property movable and immovable hereinafter expressed to be hereby granted conveyed and assigned were granted conveyed and assigned to the persons party thereto of the third part as trustees for the purposes and subject to and with the benefit of the covenants conditions and provisions therein set forth And whereas the directors of the company in exercise of the authorities conferred upon them as aforesaid have resolved upon and are proceeding with the issue of the £500000 £1 per cent first debenture stock for exchange as herein before mentioned And in further exercise of the authority conferred upon them by the said acts and the hereinbefore recited resolutions have determined to create and issue a £4 per cent debenture stock of the nominal amount of £100000

portion of a total nominal amount of £440000 debenture stock to be called second debenture stock on the terms and conditions in the said resolutions and hereinafter set forth And whereas the directors of the company have caused this trust deed to be prepared and have approved the same as a security for the second debenture stockholders in manner and to the extent provided by the hereinbefore recited resolutions Now this indenture witnesseth and it is hereby agreed and declared as

follows

1. (a) In these presents and in the schedules hereto unless there is something in the subject or context inconsistent therewith the words "The Trustees hereof" shall refer to and describe and the same shall in all cases be construed to mean the person or persons or the company who for the time being shall be charged with the execu tion of the trusts of these presents whether such person persons or company shall be the present trustees or the survivors or survivor of them or the successors or a successor of the present trustees or any or either of them respectively.

(b) "The Stock" means the aggregate amount of the said £440000 £4 per cent second debenture stock for the time being issued and not redeemed including as well the £100000 already authorized to be created and issued as aforesaid as also any additional sum or sums not exceeding £340000 of like debenture stock hereafter created "The stockholders" means the several persons or companies for the time being entered in the register hereinafter mentioned as holders of any part of the stock.

(c) The stockholders are to be regarded as beneficial owners of their respective parts of the stock and the Company as and when the stock or any part thereof ought to be redeemed or paid off in accordance with the provisions in the body of these presents or the conditions in the first schedule hereto contained will pay to the stockholders whose stock ought to be redeemed the full amount payable on redemption of the stock held by them respectively at the rate and in the manner hereinafter provided and such payment shall operate in satisfaction of the amount of the stock so redeemed or paid off and the amount for the time being unredeemed shall bear interest at the rate of £4 per cent per annum payable as in these presents and in the said first schedule mentioned.

(d) The stock and every part thereof shall be held subject to the conditions and regulations set forth in the first and second schedules hereto and such conditions and regulations shall be binding on the Company and the stockholders and every of them and all persons claiming through them respectively.

2. The Company and the trustees hereof hereby mutually agree that the first issue of the said £4 per cent second deben

ture stock shall be of the nominal amount of £100000 as authorized by the hereinbefore recited resolutions of the 17th day of March 1896 and that it shall be lawful for the Company at any time and from time to time hereafter to issue an additional sum or additional sums of not exceeding £340000 like debenture stock to be entitled to rank equally with the said £100000 second debenture stock and to the benefit pari passu therewith of the charge hereby created and of these presents and so that after all or any part of the said additional sums of stock are created the charge and provisions herein contained shall be deemed to cover and extend to the whole amount of such debenture stock for the time being created but so that the total amount of such debenture stock including the first issue of £100000 shall not exceed £440000 in all and no such additional debenture stock shall be created without the sanction of a special general meeting of the shareholders of the Company convened under and in accordance with The Railway Act.

3. The Company hereby covenants with the trustees hereof that the Company will duly and punctually pay the interest and principal of the stock as and when the same becomes due and payable according to the provisions of these presents and the schedules hereto and will observe and perform all the stipulations and provisions of these presents which on the part of the Company ought to be observed and performed. 4. In consideration of the premises the Company doth hereby grant convey and assign unto the present trustees their heirs executors administrators and assigns as trustees hereof all and singular its undertaking now operated and known as the Dominion Atlantic Railway in the Dominion of Canada including the railways formerly known as the Windsor and Annapolis Railway the Yarmouth and Annapolis Railway and the Cornwallis Valley Railway together with all the lands and hereditaments belonging to the Company as incorporated by the Act of the Parliament of the Dominion of Canada 58-59 Vic. c. 47 and the franchises powers rights privileges rolling stock plant tolls and revenue and all other the property real and personal movable and immovable now owned by the Company wheresoever the same be situate (save and except any steamer or other vessel now or at any time hereafter owned by the Company or in which it may have or acquire an interest) and all the estate right title interest claim and demand of the Company in to and upon the premises and every part thereof with their and every of their appurtenances And also all the right title and interest of the Company of in and to the Windsor Branch under and by virtue of an agreement between Her Majesty and the Windsor Company dated the 13th day of December 1892 And also all the right title and interest of the Company in the running powers over the Intercolonial Railway between the said Windsor Junction and Halifax as in the said agreement mentioned and all other the rights ease

ments liberties and privileges conferred upon the Company by the said agreement subject to the payment to IIer Majesty of one-third of the gross earnings as provided by the said agreement and to the covenants provisoes and conditions in the said agreement mentioned and expressed And subject as to all the said premises to the said indenture dated the 3rd day of September 1894 and the said indenture supplemental thereto dated the 28th day of March 1895 until all the £4 per cent terminable debenture stock of the Windsor Company thereby secured shall be exchanged or redeemed and also to the other charges liens and incumbrances affecting the same premises or any part or parts thereof referred to in the said indenture dated the 3rd day of September 1894 so far as at the date of these presents such charges liens and incumbrances are subsisting. And subject also to the said indenture dated the 17th day of March 1896. for securing the said £500000 £4 per cent first debenture stock of the company To have and to hold the said undertaking railway franchises powers rights privileges rolling stock plant tolls and revenues and all other property and premises real and personal movable and immovable (except as aforesaid) hereby granted conveyed and assigned or expressed so to be unto and to the use of the present trustees their heirs executors administrators and assigns for ever according to the tenure and nature thereof as joint tenants and not as tenants in common but upon and for the trusts and purposes hereinafter expressed of and concerning the same.

5. The said premises hereinbefore expressed to be hereby granted conveyed and assigned subject as aforesaid are together hereinafter called "the mortgaged premises" and shall as and from the date hereof be held by the trustees hereof upon the trusts following i.e. Upon trust to permit the company to retain possession of the said undertakings railways and property and all other the mortgaged premises and to manage the same and or operate the said railways and every part thereof and to receive and take all the tolls revenue and income thereof and to carry on the business of the Company and to sell or otherwise dispose of any portions of the surplus lands of the Company and such parts of the machinery plant chattels and property of the Company at any time used in carrying on the business of the Company as it shall consider to be unfit or unnecessary for the said business so long as the Company shall punctually pay all the principal moneys and interest which ought to be paid in accordance with these presents and shall keep fulfil and observe all the covenants conditions and stipulations herein contained and to be kept fulfilled and observed by the Company and upon further trust upon default in payment of the principal moneys or of the interest moneys secured hereby or of any portion of the said principal or interest for the space of three calendar months after such principal moneys or interest shall respectively become payable according to the tenor of these presents or upon default for the space aforesaid in the keeping