STEPHEN Bo WEEKS 
 
 CUSS OF 1886: PH.D. THE JOHNS HOPKINS UNTVERSfTY 
 
 OF THE 
 
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 TIE WEEKS COMJECTMBN 
 
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 dp 3E6.l-d2^^ 
 
 00042093652 
 
 FOR USE ONLY IN 
 THE NORTH CAROLINA COLLECTION 
 

 COPY OF 
 
 ARTICLES OF AGREEMENT 
 
 FOR THE 
 
 PURCHASE OF THE STOCK OF THE STATE 
 
 IN THE 
 
 Cape Fear ani Yadkin Valley lailnaiCo., 
 
 BETWEEN THE COMMISSIONERS ON THE PART OF THE STATE AND THE 
 
 New York and Southern Railroad and 
 Telegraph Construction Company. 
 
• 
 
 Digitized by the Internet Archive 
 
 in 2012 with funding from 
 
 University of North Carolina at Chapel Hil 
 
 http://www.archive.org/details/copyofarticlesofOOnewy 
 
Articles of Agreement. 
 
 Articles of Agreement, made and entered into this, the 
 22nd day of December, 1881, by and between A. J. 
 DeRosset, of Wilmington ; Levi M. Scott, of Greensboro ; 
 E. L. Vaughn, of Alleghany; George M. Rose, A. A. 
 McKeethan, Jr., and A. B. Williams, of Fayetteville ; Or- 
 rin A. Hanner, of Chatham ; Julius A. Gray, of Greens- 
 boro ; Jesse F. Graves, of Mt. Airy ; Tyre York, of Wilkes ; 
 A. J. Boyd, of Rockingham ; John W. Atkinson, of Wil- 
 mington, and W. A. Lash, of Stokes, in the State of North 
 Carolina, Commissioners under an act of the General 
 Assembly of North Carolina, entitled, "An Act to provide a 
 Commission with power to sell the State's stock in the Cape 
 Fear and Yadkin Valley Railway Company," ratified March 
 14th, 1881, parties of the first part, and " The New York 
 and Southern Railroad and Telegraph Construction Com- 
 pany," a corporation duly incorporated and organized under 
 the laws of the State of New Jersey, party of the second 
 part: 
 
 Whereas, The State of North Carolina is now the owner 
 of five thousand five hundred shares of the capital stock of 
 the said " The Cape Fear and Yadkin Valley Railway Com- 
 pany," a corporation duly incorporated under the laws of 
 the State of North Carolina ; and 
 
 Whereas, The parties of the first part, except John W. 
 Atkinson, were, by the act before mentioned, appointed 
 Commissioners to receive any proposition concerning the 
 purchase of the said State's stock in the said Railway Com- 
 pany, with full power and authority to sell the same and to 
 negotiate and settle the terms of said sale, and on behalf of 
 said State, by their chairman, to sign all necessary contracts 
 and assurances, subject to the approval of the Governor and 
 
 
 CL 
 
his Council and of a majority of the stockholders of said 
 Company in general meeting assembled ; and 
 
 Whereas, The railroad of said Company, as provided for 
 in its charter, is still unfinished, and the party of the second 
 part is desirous of purchasing the stock of said Railway 
 Company now owned by the State of North Carolina, as 
 aforesaid, and will give adequate security to complete said 
 road, as provided in the charter of said Company, and also 
 in the said Act appointing the said parties of the first part 
 Commissioners ; and 
 
 Whereas, Hugh Parks, of Randolph, one of said Commis 
 sioners named in said Act, declined to serve, and the Gov- 
 ernor of North Carolina filled the vacancy caused by his 
 declension by the appointment of the said John W. Atkin- 
 son, one of the Commissioners as aforesaid: 
 
 Now, therefore, This Indenture witnesseth: 
 
 Firstly. That the said parties of the first part, commission- 
 ers as aforesa'd, in consideration of the premises and of the 
 sum of one hundred and fifty-five thousand dollars, to be 
 paid by the party of the second part as hereinafter pro- 
 vided and set forth, and also of the covenants, promises and 
 agreements on the part of the said party of the second part, 
 hereinafter set forth, have sold, assigned, transferred, set 
 over and delivered, and by these presents do sell, assign, 
 transfer, set over and deliver unto the said party of the sec- 
 ond part, its successors and assigns, all the said capital stock 
 now owned by the State of North Carolina in the said "The 
 Cape Fear and Yadkin Valley Railway Company," to-wit, 
 five thousand five hundred shares of the par value of one 
 hundred dollars each, amounting in the aggregate to five 
 hundred and fifty thousand dollars, to have, possess, use and 
 enjoy the same in the same manner, plight and condition, 
 and with the same pow r ers, rights, privileges and advanta- 
 ges as the present private stockholders have, possess, use 
 and enjoy respectively their stock. 
 
 Secondly. And the said party of the second part, in consid 
 
eration of the premises and said stock so conveyed, hereby 
 covenants and agrees to aud with the parties of the first part 
 that within sixty days after the final ratio of these ar- 
 ticles of agreement, the said party of the second part shall 
 and will pay over to the Treasurer of the State of North 
 Carolina the sum of fifty -five thousand dollars lawful money 
 of the United States ; and to Julius A. Gra}^ Esq., of Greens- 
 boro, North Carolina, the further sum of one hundred thou- 
 sand dollars, to be held by him as trustee, and used in the 
 payment of the "floating debt" of said railway company; 
 and in case the whole of said sum of one hundred thousand 
 dollars shall not be required for the payment of the said 
 "floating debt," the balance remainingin his hands shall be 
 returned to the said party of the second part, its successors 
 and assigns. 
 
 Thirdly, And the said party of the second part, for the 
 consideration aforesaid, further covenants and agrees to and 
 with the parties of the first part, that the said party of the 
 second part will cause to be built, completed and equipped, 
 in good running order, within twelve months after the final 
 ratification of these articles of agreement, that portion of the 
 line of said railway from Raemont, at or near the South 
 Carolina line, by way of Shoe Heel and Fayetteville, to 
 Greensboro, and shall cause to be constructed in connection 
 therewith all necessary depots, stations, buildings, tanks 
 and houses along the line of said road for the proper con- 
 duct of its business, and shall furnish all additional engines 
 and rolling-stock necessary for the same. And in like man- 
 ner, the parties of the second part shall and will, within two 
 years after the ratification of these articles of agreement, 
 cause to be constructed and equipped that portion of the 
 line of said railway which extends from Greensboro, by way 
 of Brace's Cross Roads, Walnut Cove and Germanton, to 
 Mt. Airy. And likewise, within three years after the ratifi- 
 cation hereof, the said party of the second part shall fully 
 complete and equip, as aforesaid, the whole of the line of 
 
6 
 
 said railways east from Fayetteville to Wilmington, and 
 west up the valley of the Yadkin, by way of Wilkesboro to 
 Patterson, in the county of Caldwell, and also through the 
 county of Surry to Ore Knob, according to the provisions 
 of the charter of said company. And the said party of the 
 second part, for the consideration aforesaid, further cove- 
 nants and agrees to and with the parties of the first part, 
 that, within thirty days after the payment of the said one 
 hundred and fifty-five thousand dollars by the party of the 
 second part, as hereinbefore provided, it will cause the work 
 of construction of said railway to be commenced with suffi- 
 cient force and material, and continue the same until its 
 completion. 
 
 Fourthly. It is further covenanted and agreed between 
 the parties hereto, for the consideration aforesaid, that, upon 
 the payment by the party of the second part of the said sura 
 of one hundred and fifty -five thousand dollars, as hereinbe- 
 fore provided, the certificate of said stock in said Railway 
 Company shall be transferred and assigned, as aforesaid, 
 upon the books of said Company to the said party of the 
 second part, and a proper certificate issued therefor to the said 
 parties of the second part; and the same shall thereupon 
 immediately be deposited with the Treasurer of said State 
 of North Carolina, as trustee for said State and for the party 
 of the second part, its successors and assigns ; and in case the 
 said party of the second part shall fail to cause said Rail- 
 way Company to complete its whole road within the time, 
 to-wit, three years, as herein provided, then the said stock 
 so deposited shall from that time become and be the prop- 
 erty of the said State of North Carolina, and the said party 
 of the second part, its successors and assigns, shall forfeit to 
 the said State any and all interest in or claim to the same, 
 and the said sum of one hundred and fifty -five thousand 
 dollars hereinbefore mentioned, and each and every part 
 thereof; but shall not be subject to any further claim for 
 damages or otherwise by reason of such default. 
 
 Fifthly. It is further covenanted and agreed by and be- 
 
tween the said parties that all the mortgage bonds of the 
 said Railway Company, issued at the time of the payment 
 of the said one hundred and fifty-five thousand dollars, as 
 aforesaid, and that may thereafter be issued under the pres- 
 ent mortgage of said Railway Company, except such of said 
 bonds as shall have been sold, shall be deposited with the 
 Treasurer of the said State of North Carolina, to be securely 
 kept by him, to be delivered from time to time to said Rail- 
 way Company only when it shall be made to appear to the 
 satisfaction of said Treasurer by the certificate of the Presi- 
 dent of said Company and the affidavit of some respectable 
 person known to said Treasurer, that such bonds, not ex- 
 ceeding at any one time the sum of three hundred thou- 
 sand dollars, are necessary to be sold or hypothecated for 
 the purpose of getting money to pay for work done, iron, 
 engines, rolling-stock, or other things necessary, purchased 
 for said Company and delivered to the same; and such 
 bonds shall be issued only with the approval of the Gov- 
 ernor of the State of North Carolina. 
 
 Sixthly. And it is further covenanted and agreed by and 
 between the said parties, for tbe consideration aforesaid, 
 that immediately after the payment by the party of the 
 second part of the sum of one hundred and fifty five thou- 
 sand dollars, as herein before provided, and until default 
 shall be made by the said party of the second part, its suc- 
 cessors and assigns, in the completion of the whole of said 
 railroad, as herein provided, the said party of the second 
 part, its successors and assigns, shall have the sole and ex- 
 clusive right to represent and vote upon the said five thou- 
 sand, five hundred shares of the capital stock of said Rail- 
 way Company, so deposited as collateral security, as afore- 
 said, as fully and to all intents and purposes as though said 
 stock were in its actual possession, so far as the commissioners 
 are authorized by law to confer such power. 
 
 Seventhly. It is further agreed between the parties hereto 
 that these articles of agreement, when ratified as aforesaid, 
 shall be delivered to the Governor of the State of North 
 
8 
 
 Carolina, to be held by him until the payment by the party 
 of the second part of the sum of money hereinbefore named 
 to be paid by it; and if said sum is not paid within sixty 
 days from the ratification hereof, then this agreement shall 
 be null and void. 
 
 Eighthly. It is further agreed between the parties hereto, 
 that the said party of the second part shall have twenty days 
 after the execution of these articles of agreement by the 
 Chairman of the parties of the first part, in which to execute 
 and deliver the same to the Governor of said State, to be ap- 
 proved by him and his Council, and that the said Governor 
 shall deliver the same to the President of said Railway 
 Company; and thereupon, if the same shall have been ap- 
 proved by the Governor and his Council, the said President 
 shall, within twenty days next after receiving the same sub- 
 mit the same to the stockholders of said company in gen 
 eral meeting assembled for ratification thereof. And in 
 case said articles should not be returned within twenty 
 days next after the execution of the same by the Chair- 
 man aforesaid, duly executed by the party of the 
 second part, then said parties of the first part shall not be 
 bound hereby, but may entertain and act upon any other 
 proposition which may be made to them. 
 
 Ninthly. And it is further covenanted and agreed by and 
 between the said parties that the gauge of said road shall 
 not be changed, but shall remain and be continued as it is 
 at the execution of these articles. 
 
 Tenth Ly. And it is further covenanted and agreed by and 
 between the parties hereto, for the consideration aforesaid, 
 that, in case of failure on the part of the party of the second 
 part to perform its covenants herein as to the commence- 
 ment of the work within the time herein stipulated, to-wit, 
 thirty days, as aforesaid, and as to the completion and 
 equipment of the said railway from Raemont to Greensboro 
 within twelve months after the ratification of these articles 
 of agreement, as aforesaid, then and in that case, the said 
 party of the second part shall forfeit and pay to the State 
 
9 
 
 of North Carolina as a penalty for either of such defaults 
 the sum of twenty-five hundred dollars per month as long 
 as said default shall continue; but the Governor of North 
 Carolina may for cause, in his discretion, remit such penal- 
 ties. And in case of failure on the part of the party of the 
 second part to perform its covenants herein as to the com- 
 pletion and equipment of said railway from Greensboro to 
 Mount Airy within two years next after the ratification of 
 these articles of agreement, then and in that case the said 
 party of the second part shall forfeit and pay to the State of 
 North Carolina, as a penalty for such default, the sum of 
 twenty-five hundred dollars per month as long as said de- 
 fault shall continue; but the Governor of North Carolina 
 may for cause, in his discretion, remit such penalties. And 
 in case of failure on the part of the said party of the second 
 part, its successors and assigns, to perform its covenants 
 herein as to the full completion and equipment of said rail- 
 way, east from Fayetteville to Wilmington, and west, up 
 the Valley of the Yadkin, by way of Wilkesboro, to Patter- 
 son, aforesaid, and also through the county of Surry to Ore 
 Knob, according to the provisions of the charter of said 
 Company, then, and in that case, said party of the second 
 part, its successors and assigns, snail forfeit to the State of 
 North Carolina, as a penalty for such default, the whole of 
 the stock of said Company herein conveyed to the party of 
 the second part, and the said sum of one hundred and fifty- 
 five thousand dollars, paid as hereinbefore provided, and 
 all claim and demand of every kind whatsoever of the said 
 party of the second part, its successors and assigns, against 
 the said "The Cape Fear and Yadkin Valley Railway Com- 
 pany." And if such penalties shall be incurred, then the 
 same shall be a lien upon the said stock of said party of the 
 second part ; and if such penalty shall not be remitted by 
 said Governor, as aforesaid, then, and in that case, so much 
 of said stock may be sold by the said Treasurer of North 
 Carolina as shall be necessary to pay the said penalties. 
 
10 
 
 In witness whereof, George M. Rose, chairman of the said 
 party of the first part, by order of the said party of the first 
 part, made as directed by said act of Assembly, has here- 
 unto set his hand and private seal ; and the said party of 
 the second part 1 has caused the same to be subscribed by its 
 
 President, , and by 
 
 . and , two of its directors, 
 
 and its corporate seal to be affixed hereto the day and year 
 first aforesaid.