9

E.—3b

manner the holders of a charter party for the steamship " Idaho " for one voyage from San Francisco to Honolulu and return, dated about the sixth or seventh of October, one thousand eight hundred and seventy-two, which is not fully performed; and also of certain personal property, consisting of office furniture, together with a lease of an office now occupied by them in San Francisco, and stores and coal now on board said ships: And whereas the said AVebb is the sole owner of the steamship "Dakota," of about two thousand one hundred and fifty tons measurement, now on a voyage from tho Port of New York to the Port of San Francisco, together with the stores and supplies now on board said vessel: And whereas the Company desires to acquire the good-will of the business heretofore carried on by the said Australian line of steamers, so far as the same can be conveyed by the said AVebb, and together therewith to acquire a full conveyance of all the interest of said AVebb in all and singular the property hereinbefore described and referred to : And whereas it is understood that the said Ben Holladay has already sold and agreed to convey his three-tenths interest in all said property, and to procure the conveyance by the Northern Pacific Transportation Company, a corporation organized and existing under the laws of the State of California, or such other persons or corporations as possess any interest iv tho said " Moses Taylor," of all its or their title and interest in the same: Now, therefore, in consideration of the premises, and of the sum of one dollar by each of the parties to the other in hand paid, it is agreed as follows: — 1. The said AVebb hereby conveys, assigns, and transfers to the Company, its successors and assigns, all his right, title, and interest in and to the steamships " Dakota," " Nevada," " Nebraska," and " Moses Taylor," and the supplies which may be on board said vessels at the times and places hereinafter fixed for tho delivery of the same, together with all his right, title, and interest, in and to all the other personal property, chattels, real rights, and privileges herein above recited or referred to. To have, hold, and enjoy the same as fully as the same are now held, owned, and enjoyed by the said Webb, hereby covenanting and agreeing that the steamships herein above conveyed shall be free and clear of all encumbrance at the times of the delivery, hereinafter provided for, except the steamship " Moses Taylor," and as to said last mentioned steamship, hereby covenanting and agreeing that the same shall be free and clear of all liens or encumbrances created by him ; it being understood that the title to the said " Moses Taylor " not being in said AVebb, he shall not be responsible for any claim, demand, or encumbrance upon the same, except such as may have been created with his knowledge and consent. 2. The said AVebb further agrees to give to the Company his best advice, assistance, and influenco in obtaining at the next session of Congress a subsidy from the Government of the United States for conveying mails upon the line to be established by the Company according to the terms of its articles of association. 3. The Company agrees to pay in full consideration for the assignments, transfers, aud conveyances above mentioned the sum of ono million dollars in cash, upon the tender of proper bills of sale of said ship, and the other personal chattels above named ; and also to assure and become responsible, for the due execution of all the contracts above referred to, and to relieve the said AVebb and Holladay from all responsibility under tho obligations therein assumed by them, and to save and hold harmless the said Webb from all costs, or damages, or penalties on account of any failure in the performance of the obligations arising out of said contracts, or any of them, and resting upon tho said Webb and Holladay, or either of them, and hereby assumed by the Company. 4. The said AVebb agrees upon demand of the Company to execute and deliver such further bills of sale or instruments of conveyance as it may be advised are requisite to place in them the full right, title, and interest hereinbefore stipulated for; and the Company agrees to execute and deliver to said AVebb such further assurances and conveyances, in writing, as he may be advised are necessary to transfer in the fullest manner from himself and the said Holladay, to the said Company, all responsibility for the execution of the contracts above referred to, and to give to said AVebb the obligation of the indemnity above provided for. 5. This agreement shall be deemed to have taken effect as to the " Nevada," on the twenty-fourth day of September, one thousand eight hundred and seventy-two ; and the charter party of the " Idaho," on the seventh day of October, one thousand eight hundred and seventy-two ; and as to the "Moses Taylor," on the date of the execution of this agreement. The steamship " Dakota " shall be tendered and received, with all stores and supplies on board, free, and clear of claims, liability, or encumbrance on her next arrival at San Francisco; and the steamship " Nebraska " shall be in like manner tendered and received on her next arrival at Honolulu. The accounts of the "Dakota " and " Nebraska" shall be for the benefit and risk of the Company from the date at which they shall be delivered ; and the accounts of the " Nevada " and " Moses Taylor," from the dates respectively above given. 6. This agreement is to be binding upon and for the benefit of the parties and their respective personal representatives, successors, and assigns. In presence of— The Califoenian, New Zealand, and Austealiah Coles Morris. Mail Steamship Compant, by— Geosvenoe P. Lowest. (Signed) T. F. Wood. Paekee Handy. W. H. Webb. In consideration of the sum of one dollar to me in hand, paid this day by AVilliam 11. Webb, and of various other good and lawful considerations, I hereby covenant and agree to save and hold harmless the said AVebb, his heirs, administrators, and assigns from all claims or liabilities which may at any time hereafter be set up against him, solely or jointly with Ben Holladay or any other person or persons, on account of any breach or alleged breach of, or failure by the Californian, New Zealand, and Australian Mail Steamship Company, its successors or assigns, to perform, in accordance with the terms of the within-written agreement, the contract for carrying mails herein referred to; it being the intention of this agreement that the said Stockwell should fully indemnify the said AVebb against