E.—7

4

to be purchased from them as aforesaid, and executing the said contract for the completion of the said railway and works, .and paying to the trustees the said sum of twelve thousand pounds, eleven thousand seven lmndrcd and seventy-five fully paid-up shares in the capital of the Railway Company to be issued to and registered in the names of the trustees, and two hundred like fully paid-up shares to be issued to and registered in the names of the Contractors, or their nominees. And that for the purpose of raising the funds requisite for carrying out the objects of the Company, debentures or mortgage bonds of the Company be issued to the extent of one hundred thousand pounds, such debentures or mortgage bonds, to bear interest half-yearly at five per cent, per annum, and to be for sums not less than one hundred pounds each, and to rank pari passu one with the other, and two and a half per cent, at least of the whole of such debentures or mortgage bonds (the numbers thereof to be determined by drawings) to be redeemed and paid off at par in each year, commencing the fifteenth day of June, one thousand eight hundred and seventy-three, and that for better securing the due payment of the said debentures or mortgage bonds, and the interest thereof, upon the above footing, the whole of the property so to be acquired by the Company from the Contractors, and also pending the completion by the Contractors of the said railway and works according to the terms of the said contract, and as security for the payment during such period of the interest of the said debentures, the said eleven thousand seven hundred and seventy-five fully paid-up shares, and the said sum of twelve thousand pounds, should be respectively vested in the trustees, and that a deed of trust, containing all necessary and proper provisions for the above purpose, together with a form of debentures or mortgage bond referring thereto should be prepared and approved of. And whereas, in pursuance of the said purchase contract, by an indenture bearing date the eleventh day of July, one thousand eight hundred and seventy-one, and made between the Contractors of the one part, and the Railway Company of the other part, the Contractors duly transferred unto the Railway Company, their successors and assigns, for their absolute use and benefit, the said deed of agreement, of the twenty-fifth day of January, one thousand eight hundred and seventy, and the rights, interests, and privileges thereby conceded and secured, and the full benefit and advantage of the covenants, clauses, and conditions therein contained, and all their estate, right, and interest, claim and demand in relation thereto, and likewise conveyed and assured unto the Railway Company, their successors and assigns, for their absolute use and benefit, all the messuages, lands, and hereditaments whatsoever, forming any part of the line of the said intended railway, or situate within the lines of deviation shown on the said Plan " A " mentioned in the said deed of agreement of the twenty-fifth day of January, one thousand eight hundred and seventy, of or to which they the Contractors, or any person or persons in trust for them, was or were seized, possessed, or entitled for any estate or interest, either at law or in equity; and also, so much aud such parts of the said railway and works as was or were then constructed or in course of construction, and all erections, buildings, fixtures, and materials and effects whatsoever belonging thereto (other than and except the plant and rolling stock now belonging to and used by the Contractors for the purpose of constructing the said railway and works) ; and by another indenture, also dated the eleventh day of July, one thousand eight hundred and seventy-one, made between the Contractors of the one part, and the Railway Company of the other part, and indorsed upon the said recited indenture of lease, the Contractors duly assigned unto the Railway Company, their successors and assigns, the tolls, dues, and wharfage rights and hereditaments comprised in and demised by the said indenture of lease : And whereas, in further pursuance of the said purchase contract, the Contractors also executed the said contract for the completion of the said railway and works, and paid to the trustees the said sum of twelve thousand pounds. And whereas by indenture bearing date the eleventh day of July, one thousand eight hundred and seventy-one, and made between the Railway Company of the first part, the said David Proudfoot, Richard Oliver, and Thomas Birt Ulph (therein called "the Contractors") of the second part, and the New Zealand Company (thereinafter called " the Trustees") of the third part, for the considerations therein mentioned, the said Railway Company did thereby charge by way of mortgage, all and singular, the real and personal estate, property, and effects of the said Railway Company ; and especially the property and effects thereinafter expressed and intended to be assured, with the payment of all moneys advanced upon, and intended to be secured by the debentures or mortgage bonds to be issued by the said Railway Company, in pursuance of the said recited resolution of the seventh day of July, one thousand eight hundred and seventy-one; not exceeding in the whole the sum of one hundred thousand pounds, together with interest thereon, after the rate of five per cent, per annum, to and in such manner that the said debentures or mortgage bonds should be redeemed and paid off upon the footing and in manner expressed therein respectively. And in further pursuance of the said recited resolution in that behalf, the said Railway Company did thereby grant, convey, assign, and make over unto the Trustees, their successors and assigns, all and singular the rights, interests, and privileges, freehold and leasehold hereditaments, property and effects of whatsoever description, of or to which the Railway Company was then seized, possessed or entitled, for any estate or interest at law or in equity under or by virtue of the two several thereinbefore and hereinbefore recited indenture of even date with the deed now in recital, or either of them, aud all the right, title, and interest, claim and covenant of the Railway Company therein and thereto, together with full power and authority to the Trustees, their successors and assigns, and their substitute