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 THE WESTERN PACIFIC RAILROAD COMPANY 
 
 REORGANIZATION COMMITTEE UNDER PLAN AND 
 
 AGREEMENT FOR REORGANIZATION OF WESTERN 
 
 PACIFIC RAILWAY COMPANY 
 
 and 
 
 FRANKLIN V. SPOONER, ROBERT R. PARDOW AND 
 JOHN C. RUED, Purchasers 
 
 iasretmmt 
 
 DATED JUNE , 1916 
 

AGREEMENT, made this day of June, 1916, between Alvin W. Kbech, 
 
 A. M. Hunt, James D. Phelan, George Whittell, David E. Foegan, I. DeBrxjyn, C. Led- 
 YABD Blaie, Frederick H. Ecker, Robert W. Martin, Starr J. Murphy, William Salo- 
 mon and Richard B. Young, as the Reorganization Committee under the Plan of Reorgan- 
 ization hereinafter mentioned (herein called the "Committee"), parties of the first 
 part, and Franklin V. Spooner, Robert R. Pardow and John C. Rued (herein called 
 the "Purchasers"), parties of the second part: 
 
 Whereas, certain railroads, rights, franchises, shares of stock and other property 
 owned or held by Western Pacific Railway Company (herein called the "Railway") or its 
 Receivers are about to be sold pursuant to decrees of foreclosure and sale in suits hereto- 
 fore instituted for the foreclosure of the indenture dated September 1, 1903, securing 
 the First Mortgage Five Per Cent. Thirty- Year Gold Bonds of the Railway ; and 
 
 Whereas, a Plan dated December 15, 1915, for the Reorganization of the Railway 
 (herein called the "Plan") has been prepared, the original whereof is on file at the ofiice 
 of the Equitable Trust Company of New York in New York City; and 
 
 Whereas, the First Mortgage Five Per Cent. Thirty- Year Gold Bonds of the Railway 
 which have been deposited under, or the owners whereof have assented to, the Plan are 
 held by or subject to the control of the Committee ; and 
 
 Whereas, the Committee desire the Purchasers to bid for and purchase for the pur- 
 poses of the Plan the railroads, rights, franchises, shares of stock and other property 
 of the Railway to be sold as aforesaid and to dispose of the same and the proceeds there- 
 of in accordance with the directions of the Committee for the purposes of the Plan; 
 
 Now, Therefore, it is mutually agreed between the parties hereto as follows: 
 
 I. — The Purchasers agree: 
 
 (1) That they will attend said sale and any adjournments thereof and, upon being 
 provided as hereinafter set forth with the cash or First Mortgage Five Per Cent. 
 Gold Bonds necessary to enable them to qualify as bidders at said sale, will, sub- 
 ject and pursuant to the directions of the Committee, bid for the railways, fran- 
 chises, rights, shares of stock and other property to be offered for sale as afore- 
 said and, if they shall be the successful bidders, will, upon being provided as here- 
 
 337711 
 
inafter set forth with such additional cash and First Mortgage Five Per Cent. 
 Thirty-Year Gold Bonds as may be necessary to enable them to complete the pur- 
 chase of said railways, franchises, rights, shares of stock and other property, will 
 pay for said railways, franchises, rights, shares of stock and other property in ac- 
 cordance with and otherwise comply with the terms of sale and the decrees and or- 
 ders of court authorizing or confirming such sale ; 
 
 (2) That they will sell, assign and transfer or otherwise dispose of the rights 
 acquired by them under such bid or the railways, franchises, rights, shares of stock 
 and other property so purchased by them to such coi^ioration or corporations and in 
 such portions and upon such terms as the Committee may by a writing signed by 
 its Chairman direct, and will pay over, deliver, distribute or apply the proceeds or 
 avails, if any, received by them from the sale, assignment, transfer or other disposi- 
 tion of their rights under such bid or of said railways, franchises, rights, shares of 
 stock and other property, or any part thereof, to such persons or corporation or cor- 
 porations and in such manner and upon such terms as the Committee by like writ- 
 ing may direct. 
 
 (3) That all of the railways, franchises, rights, shares of stock and other 
 property to be acquired by them as aforesaid shall be vested in them, if at all, as 
 joint tenants and not as tenants in common. 
 
 II. — The Committee agree: 
 
 (1) That they will provide the Purchasers with or deliver to the Special Master 
 appointed to execute said decrees of foreclosure and sale for account of the Pur- 
 chasers the cash and First Mortgage Five Per Cent. Thirty-Year Gold Bonds, if any, 
 necessary to enable the Purchasers to qualify as bidders at said sale and, in case the 
 bid of the Purchasers shall be accepted at said sale, will, in such event, provide the 
 Purchasers or their assigns or transferees with or deliver to the Special Master ap- 
 pointed to execute said decrees of foreclosure and sale for account of the Purchas- 
 ers such additional cash and First Mortgage Five Per Cent. Thirty- Year Gold Bonds 
 as, taken with the moneys and Bonds that shall already have been furnished by the 
 Committee to qualify the Purchasers as bidders, may be necessary to enable the 
 Purchasers to complete the purchase of said railways, franchises, rights, shares of 
 stock and other property pursuant to the terms of sale. 
 
 (2) That they will indemnify, protect and save harmless the Purchasers and 
 each of them against all liabilities, costs and charges of every nature whatsoever 
 Incurred by the Purchasers in bidding for or purchasing said railways, franchises, 
 rights, shares of stock and other property at said sale, or in selling, assigning and 
 transferring or otherwise disposing of the rights acquired by them under such bids 
 or said railways, franchises, rights, shares of stock and other property or any part 
 
thereof, or in accepting, holding or distributing the proceeds thereof or otherwise 
 in carrying out any of the terms of this agreement, or any written instructions of 
 the Committee. 
 
 In Witness Whekeof the parties hereto have hereunto set their hands and seals 
 the day and year first above written. 
 
 Eeobganization Committee Appointed and Act- 
 ing Under the Plan and Agreement fob 
 Reorganization of Western Pacific Rail- 
 way Company, Dated December 15, 1915, 
 
 By _ _ 
 
 Chairman. 
 Secretary. 
 
 .(L.S.) 
 
 .(l.s.) 
 
 .(L.S.) 
 
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 .W35A53 
 
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